UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form 10-K
☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2023
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from
to
OR
Commission file number 001-35961
Liberty Global Ltd.
(Exact name of Registrant as specified in its charter)
Bermuda
(State or other jurisdiction of
incorporation or organization)
98-1750381
(I.R.S. Employer
Identification No.)
Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda
(Address of Principal Executive Office)
Registrant’s telephone number, including area code: +1.303.220.6600
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Class A common shares
Class B common shares
Class C common shares
Trading Symbol(s)
Name of each exchange on which registered
LBTYA
LBTYB
LBTYK
Nasdaq Global Select Market
Nasdaq Global Select Market
Nasdaq Global Select Market
Securities registered pursuant to Section 12(g) of the Act: none
Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☑
No ☐
Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐
No ☑
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐
Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of
Regulation S-T during the preceding 12 months. Yes ☑ No ☐
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or emerging
growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2
of the Exchange Act. Check one:
Large Accelerated Filer ☑ Accelerated Filer ☐ Non-Accelerated Filer ☐ Smaller Reporting Company ☐ Emerging Growth Company ☐
If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control
over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its
audit report. ☑
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing
reflect the correction of an error to previously issued financial statements ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by
any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b) ☐
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑
State the aggregate market value of the voting and non-voting common equity held by non-affiliates, computed by reference to the price at which the common
equity was last sold, or the average bid and ask price of such common equity, as of the last business day of the Registrant’s most recently completed second
fiscal quarter: $6.7 billion.
The number of outstanding common shares of Liberty Global Ltd. as of January 31, 2024 was: 171,477,771 shares of class A common shares, 12,988,658
shares of class B common shares and 193,080,198 shares of class C common shares.
Portions of the definitive proxy statement for the Registrant’s 2024 Annual General Meeting of Shareholders are incorporated by reference in Part III of this Form 10-K.
DOCUMENTS INCORPORATED BY REFERENCE
** This copy of our 2023 Annual Report on Form 10-K omits certain items. See Table of Contents for additional information **
LIBERTY GLOBAL LTD.
2023 ANNUAL REPORT ON FORM 10-K
TABLE OF CONTENTS
Item 1.
Item 1A.
Item 1B.
Item 1C.
Item 2.
Item 3.
Item 4.
Item 5.
Item 7.
Item 7A.
Item 8.
Item 9.
Item 9A.
Item 9B.
Item 9C.
Item 10.
Item 11.
Item 12.
Item 13.
Item 14.
PART I
Business .........................................................................................................................................................
Risk Factors ...................................................................................................................................................
Unresolved Staff Comments .........................................................................................................................
Cybersecurity ................................................................................................................................................
Properties .......................................................................................................................................................
Legal Proceedings .........................................................................................................................................
Mine Safety Disclosures ................................................................................................................................
PART II
Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity
Securities ....................................................................................................................................................
Management’s Discussion and Analysis of Financial Condition and Results of Operations .......................
Quantitative and Qualitative Disclosures About Market Risk ......................................................................
Financial Statements and Supplementary Data .............................................................................................
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure .......................
Controls and Procedures ................................................................................................................................
Other Information ..........................................................................................................................................
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections ..........................................................
PART III
Directors, Executive Officers and Corporate Governance ............................................................................
Executive Compensation ...............................................................................................................................
Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters .....
Certain Relationships and Related Transactions, and Director Independence ..............................................
Principal Accountant Fees and Services .......................................................................................................
Item 15.
Item 16.
PART IV
Exhibits, Financial Statement Schedules .......................................................................................................
Form 10-K Summary ....................................................................................................................................
Page
Number
I-1
I-29
I-43
I-43
I-44
I-44
I-44
II-1
II-4
II-33
II-38
II-38
II-38
II-38
II-38
III-1
III-1
III-1
III-1
III-1
IV-1
IV-7
*
This copy of our 2023 Annual Report on Form 10-K omits the exhibits and financial statement schedules that are
included in Part IV of our complete Annual Report, as filed with the Securities and Exchange Commission on February
15, 2024. A complete copy of our 2023 Annual Report on Form 10-K that includes the omitted items, other than the
exhibits, is available upon request.
Item 1. BUSINESS
Who We Are
PART I
We are Liberty Global Ltd. (formerly Liberty Global plc) (Liberty Global), an international fixed-mobile convergence
(FMC) communications company, providing world-class connectivity and entertainment services to our residential and
business customers. We are focused on building FMC national champions in our core European markets, and we are constantly
striving to enhance and simplify our customers’ lives through quality products and services that give them the freedom to
connect, converse, work and be entertained anytime, anywhere they choose.
To that end, we deliver market-leading connectivity and entertainment products through next-generation networks and
provide over 85 million connections (at December 31, 2023) across Europe. Our primary business operations are listed below,
all of which we consolidate, with the exception of the VMO2 JV and the VodafoneZiggo JV (each as defined below).
Additionally, our ventures arm, Liberty Global Ventures, has investments in more than 75 companies and funds across the
content, technology and infrastructure industries, including stakes in companies such as ITV plc (ITV), Televisa Univision, Inc.
(Televisa Univision), Plume Design, Inc. (Plume), AE Group Sàrl (AtlasEdge) and Formula E Holdings Ltd. (Formula E).
Primary Business Operations:
Brand
Entity
Location
Ownership(1)
Sunrise
Switzerland
100.0%
Telenet
Belgium
Virgin Media
Ireland
UPC Slovakia
Slovakia
100.0%
100.0%
100.0%
Virgin Media O2
United Kingdom
50.0%
VodafoneZiggo
Netherlands
50.0%
(1) As of December 31, 2023.
I-1
General Development of Business
As a result of a series of mergers that were completed on June 7, 2013, Liberty Global plc became the publicly-held parent
company of the successors by merger of Liberty Global, Inc. (the predecessor to Liberty Global plc) and Virgin Media Inc.
(Virgin Media). On November 23, 2023, Liberty Global plc completed a statutory scheme of arrangement, pursuant to which a
new Bermudan company, Liberty Global Ltd., became the sole shareholder of Liberty Global plc and the parent entity of the
entire group of Liberty Global companies (the Redomiciliation). The Redomiciliation resulted in the Liberty Global group
parent company changing its jurisdiction of incorporation from England and Wales to Bermuda. In this Annual Report on Form
10-K, except where context dictates otherwise, the terms “we”, “our”, “our company” and “us” may refer, as the context
requires, to Liberty Global (or its predecessors) or collectively to Liberty Global (or its predecessors) and its subsidiaries and
any of its joint ventures. Unless otherwise indicated, convenience translations into United States (U.S.) dollars are calculated as
of December 31, 2023, and operational data, including subscriber statistics and ownership percentages, are as of December 31,
2023.
Acquisitions and Dispositions
We have completed a number of strategic acquisitions, dispositions and joint ventures over the last several years. We made
or entered into these acquisitions, dispositions and joint ventures in order to execute on our strategy to concentrate on markets
where we can focus on creating national champion FMC businesses in core markets and unlock significant synergies.
Acquisitions. Our significant acquisitions include:
•
•
On October 13, 2023, we completed the acquisition of all of the shares of Telenet Group Holding N.V. (Telenet) that
we did not already hold through an all cash public tender offer (the Telenet Takeover Bid). All shares not acquired
through the tender offer process were acquired through a statutory simplified “squeeze-out” procedure under
applicable Belgian law. Telenet is now a wholly-owned, indirect subsidiary of Liberty Global.
On July 1, 2023, pursuant to an agreement dated July 19, 2022, Telenet and Fluvius System Operator CV (Fluvius)
created an independent, self-funding infrastructure company (Wyre) within their combined geographic footprint in the
Flanders region of Belgium and in parts of Brussels (the Telenet Wyre Transaction). The companies each contributed
certain cable infrastructure assets with Telenet and Fluvius initially owning 66.8% and 33.2% of Wyre, respectively.
Telenet and Liberty Global began consolidating Wyre’s results upon the closing of the transaction.
Joint Ventures. Our significant joint ventures include:
•
•
•
On December 15, 2022, we contributed cash to a newly-formed joint venture in the United Kingdom (U.K.) (the
nexfibre JV) that is anticipated to roll-out a new fiber network to 5-7 million new homes in the U.K. that are outside
the existing footprint of the VMO2 JV (as defined below). We beneficially own 25% of the nexfibre JV, Telefónica (as
defined below) beneficially owns 25% and InfraVia Capital Partners (InfraVia) beneficially owns the remaining 50%.
We account for our 25% interest in the nexfibre JV as an equity method investment.
On September 1, 2021, we (i) contributed certain assets and liabilities to a newly-formed 50:50 joint venture (the
AtlasEdge JV) that was established for the purpose of acquiring and commercializing European technical real estate
for edge colocation and hosting services and (ii) sold certain other assets to the AtlasEdge JV. We account for our
interest in the AtlasEdge JV as an equity method investment.
On June 1, 2021, Liberty Global and Telefónica, S.A. (Telefónica) completed a transaction (the U.K. JV
Transaction) whereby (i) we contributed Virgin Media’s U.K. operations and certain other Liberty Global subsidiaries
to a 50:50 joint venture (the VMO2 JV) and (ii) Telefónica contributed its U.K. mobile business to the VMO2 JV,
creating a nationwide integrated communications provider. We account for our 50% interest in the VMO2 JV as an
equity method investment.
Dispositions. Our significant dispositions include:
•
On June 1, 2022, Telenet completed the sale of substantially all of its passive infrastructure and tower assets to
DigitalBridge Investments LLC (DigitalBridge) (the Telenet Tower Sale). As part of the Telenet Tower Sale, Telenet
entered into a master lease agreement to lease back the passive infrastructure and tower assets from DigitalBridge for
an initial period of 15 years (the Telenet Tower Lease Agreement). As part of the Telenet Tower Lease Agreement,
I-2
Telenet has also committed to lease back 475 build-to-suit sites over the term of the lease. Telenet will act as an agent
over the construction of future towers on the build-to-suit sites.
•
On April 1, 2022, we completed the sale of our operations in Poland (UPC Poland) to a subsidiary of iliad S.A.
(iliad). In connection with the sale of UPC Poland, we agreed to provide certain transitional services to iliad for a
period of up to five years. These services principally comprise network and information technology-related functions.
Other Transactions
•
•
A described above in this section, we completed the Redomiciliation on November 23, 2023. Our shares continue to
trade on the Nasdaq Global Select Market under the same ticker symbols as they did prior to the Redomiciliation
(LBTYA, LBTYB and LBTYK).
On August 15, 2023, we announced a new strategic collaboration with Infosys to help scale Liberty Global’s digital
entertainment and connectivity platforms. The agreement has an initial five-year term, with an option to extend to eight
years. Under this partnership, Liberty Global will license certain of its intellectual property to Infosys, who will then
market our entertainment and connectivity platforms to customers outside of Liberty Global’s family of companies. As
part of this arrangement, Liberty Global will continue to control the product roadmaps and retain the intellectual
property for such platforms.
Equity Transactions
Share repurchases are an important part of our strategy in creating value for our shareholders. Pursuant to our most recent
share repurchase program, our board of directors authorized us to repurchase 10% of our outstanding shares (measured at the
start of the year) during 2023. Additionally, in July 2023, our board of directors increased our share repurchase authorization to
a minimum of 15% of shares outstanding as of December 31, 2022. We achieved this minimum as of October 30, 2023 and
announced a further repurchase target of approximately $300.0 million through the end of January 2024. This target was fully
achieved on January 26, 2024. The following table provides a summary of our share repurchases during 2023.
Title of shares
Number of
shares
Average price
paid per
share(1)
Class A common shares .....................................................................................
Class C common shares ......................................................................................
1,444,000 $
18.24 $
78,452,085 $
18.86
Total ................................................................................................................................................................... $
_______________
(1) Amounts include direct acquisition costs.
Aggregate
purchase
price(1)
in millions
26.3
1,479.6
1,505.9
For a further description of our share repurchases, see note 14 to our consolidated financial statements included in Part II of
this Annual Report on Form 10-K.
I-3
Forward Looking Statements
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 Item 1. Business,
Item 1A. Risk Factors, Item 2. Properties, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of
Operations and Item 7A. Quantitative and Qualitative Disclosures About Market Risk may contain forward-looking statements,
including statements regarding our business, product, foreign currency, hedging and finance strategies, our property and
equipment additions, subscriber growth and retention rates, competitive, regulatory and economic factors, the timing and
impacts of proposed transactions, the maturity of our markets, the potential impact of the coronavirus (COVID-19) and other
large-scale health crises on our company, the anticipated impacts of new legislation (or changes to existing rules and
regulations), anticipated changes in our revenue, costs or growth rates, our liquidity, credit risks, foreign currency risks, interest
rate risks, target leverage levels, debt covenants, our future projected contractual commitments and cash flows, our share
repurchase programs and other information and statements that are not historical fact. Where, in any forward-looking statement,
we express 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 Item 1A. Risk
Factors and Item 7A. Quantitative and Qualitative Disclosures About Market Risk, as well as the following list of some, but not
all, of the factors that could cause actual results or events (including with respect to affiliates) to differ materially from
anticipated results or events:
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
economic and business conditions and industry trends in the countries in which we or our affiliates operate;
the competitive environment in the industries and in the countries in which we or our affiliates operate, including
competitor responses to our products and services;
fluctuations in currency exchange rates and interest rates;
instability in global financial markets, including sovereign debt issues, currency instability and related fiscal reforms;
consumer disposable income and spending levels, including the availability and amount of individual consumer debt,
as a result of, among other things, inflationary pressures;
changes in consumer television viewing, mobile and broadband usage preferences and habits;
consumer acceptance of our existing service offerings, including our broadband internet, video, fixed-line telephony,
mobile and business service offerings, and of new technology, programming alternatives and other products and
services that we may offer in the future;
our ability to manage rapid technological changes, including our ability to adequately manage our legacy technologies
and transformation, and the rate at which our current technology becomes obsolete;
our ability to maintain or increase the number of subscriptions to our broadband internet, video, fixed-line telephony
and mobile service offerings and our average revenue per household;
our ability to provide satisfactory customer service, including support for new and evolving products and services;
our ability to maintain or increase rates to our subscribers or to pass through increased costs to our subscribers,
including with respect to our significant property and equipment additions, as a result of, among other things,
inflationary pressures;
the impact of our future financial performance, or market conditions generally, on the availability, terms and
deployment of capital;
changes in, or failure or inability to comply with, government regulations and legislation in the countries in which we
or our affiliates operate and adverse outcomes from regulatory proceedings;
government intervention that requires opening our broadband distribution networks to competitors, such as certain
regulatory obligations imposed in Belgium;
our ability to maintain and further develop our direct and indirect distribution channels;
the effect of perceived health risks associated with electromagnetic radiation from base statement and associated
equipment;
I-4
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
the effect on our businesses of strikes or collective action by certain of our employees that are represented by trade
unions;
our ability to obtain regulatory approval and shareholder approval and satisfy other conditions necessary to close
acquisitions, dispositions, combinations or joint ventures and the impact of conditions imposed by competition and
other regulatory authorities in connection with acquisitions, combinations and joint ventures;
our ability to successfully acquire new businesses or form joint ventures and, if acquired or joined, to integrate, realize
anticipated efficiencies from, and implement our business plan with respect to, the businesses we have acquired or
joined or that we expect to acquire or join;
changes in laws or treaties relating to taxation, or the interpretation thereof, in the U.K., the U.S. or in other countries
in which we or our affiliates operate;
changes in laws, monetary policies and government regulations that may impact the availability or cost of capital and
the derivative instruments that hedge certain of our financial risks;
our ability to navigate the potential impacts on our business resulting from the U.K.’s departure from the European
Union (E.U.);
the ability of suppliers and vendors (including our third-party wireless network provider, Three (Hutchison), under our
mobile virtual network operator (MVNO) arrangement at VM Ireland (as defined below)) to timely deliver quality
products, equipment, software, services and access;
the activities of device manufacturers, and our operating companies’ ability to secure adequate and timely supply of
handsets that experience high demand;
the availability of attractive programming for our video services and the costs associated with such programming,
including, but not limited to, production costs, retransmission and copyright fees payable to public and private
broadcasters;
uncertainties inherent in the development and integration of new business lines and business strategies;
our ability to adequately forecast and plan future network requirements;
the availability and cost of capital for the acquisition, maintenance and/or development of telecommunications
networks, products and services;
the availability, cost and regulation of spectrum;
problems we may discover post-closing with the operations, including the internal controls and financial reporting
processes, of businesses we acquire;
successfully integrating businesses or operations that we acquire or partner with on the timelines or within the budgets
estimated for such integrations;
operating costs, customer loss and business disruption, including maintaining relationships with employees, customers,
suppliers or vendors, may be greater than expected in connection with our acquisitions, dispositions or joint ventures;
our ability to realize the expected synergies from our acquisitions and joint ventures in the amounts anticipated or on
the anticipated timelines;
our ability to profit from investments, such as our joint ventures, that we do not solely control;
our ability to anticipate, protect against, mitigate and contain loss of our and our customers’ data as a result of cyber
attacks on us or any of our operating companies;
the leakage of sensitive customer or company data or the failure to comply with applicable data protection laws,
regulations and rules;
a failure in our network and information systems, whether caused by a natural failure or a security breach, and
unauthorized access to our networks;
the outcome of any pending or threatened litigation;
the loss of key employees and the availability of qualified personnel;
changes in the nature of key strategic relationships with partners and joint venturers;
the risk of default by counterparties to our cash investments, derivative and other financial instruments and undrawn
debt facilities;
I-5
•
•
our capital structure and factors related to our debt arrangements; and
events that are outside of our control, such as political unrest in international markets, terrorist attacks, armed conflicts,
malicious human acts, natural disasters, epidemics, pandemics (such as COVID-19) and other similar events, including
the ongoing invasion of Ukraine by Russia and the Israeli-Palestinian conflict.
The broadband distribution and mobile service industries are changing rapidly and, therefore, the forward-looking
statements of expectations, plans and intents in this Annual Report are subject to a significant degree of risk. These forward-
looking statements and the above-described risks, uncertainties and other factors speak only as of the date of this Annual
Report, and we expressly disclaim any obligation or undertaking to disseminate any updates or revisions to any forward-looking
statement contained herein, to reflect any change in our expectations with regard thereto, or any other change in events,
conditions or circumstances on which any such statement is based. Readers are cautioned not to place undue reliance on any
forward-looking statement.
Description of Business
We are one of the world’s leading converged broadband, video and communications companies, with a commitment to
providing our customers “best in class” connectivity and entertainment services. These services are delivered to our residential
and business customers over our networks and include internet, video, telephony and mobile services. We design these services
to enable our customers to access the digital world on their own terms, with top quality connectivity at the core of our strategy.
Our extensive broadband network enables us to deliver ultra-high-speed internet service across our markets, be it through fiber,
cable and mobile technology, and we strive to extend our reach and reinforce our speed leadership. Across our footprint we
offer converged fixed and mobile experiences in and out of the home, and it is our ambition to further enhance this proposition
through strategic acquisitions and partnerships and through product development to offer our customers a world-class suite of
products and services. As part of this strategy, Sunrise GmbH (Sunrise), Telenet, the VMO2 JV and our 50:50 joint venture
with Vodafone Group plc (Vodafone) (the VodafoneZiggo JV) deliver mobile services as mobile network operators (MNOs),
Virgin Media Ireland (VM Ireland) delivers mobile services as an MVNO through Three (Hutchison)’s network and UPC
Slovakia delivers mobile services as a reseller of subscriber identification module (SIM) cards provided by SWAN, a.s.
We provide residential and business telecommunication services in Switzerland through Sunrise, Belgium through Telenet,
Ireland through VM Ireland and Slovakia through UPC Slovakia, and we are a leading fixed network provider in each of these
countries. We also own 50% of the VMO2 JV and the VodafoneZiggo JV, each of which is a fixed network leader in their
respective countries.
A breakdown of our revenue by major category for our consolidated reportable segments appears in note 19 to our
consolidated financial statements included in Part II of this Annual Report on Form 10-K.
As a provider of telecommunications services, we strive to ensure that the connections we make today are building for a
sustainable future. Our People Planet Progress strategy demonstrates how we work inclusively, sustainably and responsibly as
a company and with our partners.
Our People priorities mean that we champion diversity and representation to elevate equitable and inclusive opportunities
across every part of our business. We are committed to enhancing inclusive connectivity and digital skills needed for our
communities and society today, as well as the workforce of tomorrow, through educational and social programs and
volunteering.
As part of our Planet agenda, we work to ensure that we continuously focus on the most significant environmental impacts
of our business. We are working across our entire footprint to reduce our Scope 1, 2 and 3 emissions, with long-term ambitions
in line with science-based targets. Our commitment to reducing GHG emissions includes purchasing electricity from renewable
sources, transitioning our fleet to electric vehicles, improving the efficiency of our networks to meet growing connectivity
demands without increasing energy consumption, tackling e-waste by reducing the use of raw materials in our products,
limiting our packaging and designing our products for longer lifespans and circularity.
Our Progress priorities mean that we are committed to transparency throughout our business and value chain, supported by
our governance structures and human rights, ethics and labor management processes and practices. We also focus on working
together with our partners to ensure high standards in our supply chain, as well as taking an active role in cross-industry
collaborations. We are a founding member of the European Green Digital Coalition and, in 2023, became a member of the
United Nations Global Compact and joined the Joint Alliance for CSR. As such, we champion our industry as a key player in
the development of carbon-reducing digital solutions and enabling other sectors to also become more sustainable.
I-6
Operating Data
The following table presents certain operating data as of December 31, 2023 with respect to the networks of our
subsidiaries and significant joint ventures. The following tables reflect 100% of the data applicable to each of our subsidiaries
and significant joint ventures regardless of our ownership percentage.
Homes
Passed(1)
Fixed-Line
Customer
Relationships(2)
Internet
Subscribers(3)
Video
Subscribers(4)
Telephony
Subscribers(5)
Total
RGUs(6)
Mobile
Subscribers(7)
Consolidated Liberty Global:
Telenet ..................................
Sunrise(8)
VM Ireland ...........................
...............................
UPC Slovakia .......................
3,613,400
2,007,500
1,730,400
1,657,700
934,200
4,322,300
2,910,500
2,707,700
1,468,000
1,180,400
1,199,700
934,200
3,314,300
2,836,300
982,900
642,400
402,800
177,200
368,500
144,800
227,900
161,700
205,800
87,500
802,200
394,000
134,400
—
Total ..................................
7,946,400
4,055,500
3,424,100
3,247,000
2,161,700
8,832,800
5,881,200
VMO2 JV ..............................
VodafoneZiggo JV(9)
.............
_______________
16,198,400
5,826,800
5,717,600
12,706,400
35,216,300
7,516,600
3,553,000
3,207,100
3,524,700
1,521,100
8,252,900
5,642,000
(1)
(2)
(3)
(4)
(5)
(6)
(7)
Homes Passed are homes, residential multiple dwelling units or commercial units that can be connected to our networks without
materially extending the distribution plant. Certain of our Homes Passed counts are based on census data that can change based on
either revisions to the data or from new census results. Due to the fact that we do not own the partner networks (defined below) used
in Switzerland (see note 8 below), we do not report homes passed for Sunrise’s partner networks.
Fixed-Line Customer Relationships are the number of customers who receive at least one of our internet, video or telephony services
that we count as Revenue Generating Units (RGUs), without regard to which or to how many services they subscribe. Fixed-Line
Customer Relationships generally are counted on a unique premises basis. Accordingly, if an individual receives our services in two
premises (e.g., a primary home and a vacation home), that individual generally will count as two Fixed-Line Customer Relationships.
We exclude mobile-only customers from Fixed-Line Customer Relationships.
Internet Subscribers are homes, residential multiple dwelling units or commercial units that receive internet services over our networks
or that we service through a partner network. At Sunrise, we offer a 10 Mbps internet service to our Video Subscribers without an
incremental recurring fee. Our Internet Subscribers at Sunrise include approximately 39,800 subscribers who have requested and
received this service.
Video Subscribers are homes, residential multiple dwelling units or commercial units that receive our video services over our
broadband network or through a partner network. We have approximately 31,000 “lifeline” customers that are counted on a per
connection basis, representing the least expensive regulated tier of video cable service, with only a few channels.
Telephony Subscribers are homes, residential multiple dwelling units or commercial units that receive voice services over our
networks or that we service through a partner network. Telephony Subscribers exclude mobile telephony subscribers. At Sunrise, we
offer a basic phone service to our Video Subscribers without an incremental recurring fee. Our Telephony Subscribers at Sunrise
include approximately 128,400 subscribers who have requested and received this service.
An RGU is, separately, an Internet Subscriber, Video Subscriber or 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 our broadband internet
service, video service and fixed-line telephony service, the customer would constitute three RGUs. Total RGUs is the sum of Internet,
Video and Telephony Subscribers. RGUs generally are counted on a unique premises basis such that a given premise does not count as
more than one RGU for any given service. However, if an individual receives one of our 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 internet, video or 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
period. Services offered without charge on a long-term basis (e.g., certain preferred subscribers or free service to employees) generally
are not counted as RGUs. We do not include subscriptions to mobile services in our externally reported RGU counts. In this regard,
our RGU counts exclude our separately reported postpaid and prepaid mobile subscribers.
Our Mobile Subscriber count represents the number of active 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 data and voice plan for a mobile handset and a data plan for a laptop would be counted as two Mobile
Subscribers. Customers who do not pay a recurring monthly fee are excluded from our Mobile Subscriber count after periods of
inactivity ranging from 30 to 90 days, based on industry standards within the respective country. In a number of countries, our Mobile
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Subscribers receive mobile services pursuant to prepaid contracts. As of December 31, 2023, our Mobile Subscriber count included
approximately 369,200, 233,200, 7,617,900 and 340,200 prepaid Mobile Subscribers at Sunrise, Telenet, the VMO2 JV and the
VodafoneZiggo JV, respectively. Prepaid mobile customers are excluded from the VMO2 JV’s and the VodafoneZiggo JV’s Mobile
Subscriber counts after a period of inactivity of three months and nine months, respectively. The Mobile Subscriber count for the
VMO2 JV includes internet of things (IoT) connections, which are Machine-to-Machine contract mobile connections, including Smart
Metering contract connections. The mobile subscriber count for the VMO2 JV presented in the table above excludes mobile wholesale
connections based on their definition.
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Pursuant to service agreements, Sunrise offers broadband internet, video and telephony services over networks owned by third-party
operators (partner networks), and following the acquisition of Sunrise, also services homes through Sunrise’s existing agreements
with Swisscom, Swiss Fibre Net and local utilities. Under these agreements, RGUs are only recognized if there is a direct billing
relationship with the customer. Homes passed or serviceable through the above service agreements are not included in Sunrise’s
homes passed count as we do not own these networks. Including these arrangements, our operations at Sunrise have the ability to offer
fixed services to the national footprint.
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Amounts related to the VodafoneZiggo JV’s fixed-line and mobile products include business and multiple dwelling unit subscribers.
Additional General Notes to Table:
Most of our broadband communications subsidiaries provide broadband internet, video, telephony, mobile, data or other business services.
Certain of our business service revenue is derived from small or home office (SOHO) subscribers that pay a premium price to receive
enhanced service levels along with internet, video or telephony services that are the same or similar to the mass marketed products offered to
our residential subscribers. All mass marketed products provided to SOHOs, whether or not accompanied by enhanced service levels and/or
premium prices, are included in the respective RGU and customer counts of our broadband communications operations, with only those
services provided at premium prices considered to be “SOHO RGUs” or “SOHO customers”. To the extent our existing customers upgrade
from a residential product offering to a SOHO product offering, the number of SOHO RGUs or SOHO customers will increase, but there is no
impact to our total RGU or customer counts. With the exception of our business SOHO subscribers, we generally do not count customers of
business services as customers or RGUs for external reporting purposes.
In Belgium, Telenet leases a portion of its network under a long-term finance lease arrangement. These tables include operating statistics for
Telenet’s owned and leased networks.
While we take appropriate steps to ensure that subscriber statistics are presented on a consistent and accurate basis at any given balance sheet
date, the variability from country to country in (1) the nature and pricing of products and services, (2) the distribution platform, (3) billing
systems, (4) our bad debt collection efforts and (5) other factors add complexity to the subscriber counting process. We periodically review
our subscriber counting policies and underlying systems to improve the accuracy and consistency of the data reported on a prospective basis.
Accordingly, we may from time to time make appropriate adjustments to our subscriber statistics based on those reviews.
Subscriber information for acquired entities is preliminary and subject to adjustment until we have completed our review of such information
and determined that it is presented in accordance with our policies.
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Products and Services
Our main products and services are intelligent WiFi and internet services, video, mobile and telephony services.
Intelligent WiFi and Internet Services
Connectivity is a critical building block for vibrant communities. Following the COVID-19 pandemic, it has become
apparent that all aspects of society, including families, businesses, education and healthcare, to name a few, continue to rely
heavily on connectivity and the digital services that depend on it. To meet our customers’ expectations of seamless
connectivity, we developed a fully digital, cloud-based connectivity ecosystem that we call “ONE Connect”, built on top of our
fiber-rich fixed broadband network and expansive mobile network. ONE Connect is orchestrated by a fully cloud-based digital
journey, enabling fast and flexible introduction of new hardware and services, as well as cloud-to-cloud open API integration,
simplifying the on-boarding of new services and devices. The devices used within our ONE Connect ecosystem are connected
and protected through our secure gateway and virtual private network (VPN), both at home and on the go. At home, our
customers can benefit from the gigabit speeds enabled by our “Connect Box” (described below), as well as “Intelligent WiFi”,
which has optimization functionalities, such as the ability to adapt to the number of people and devices online at any given time
in order to improve and extend wireless connectivity speeds. We have completed the rollout of our award-winning Intelligent
WiFi across all our markets. Our “Smart Security” services complement these capabilities by offering a layer of security for all
customer connected devices. In addition, we offer “Smart Home” bundles in select markets, enabling those customers to take
their smart home ambitions to the next level, including enhanced entertainment, home automation and home security. Finally,
our “Connect App” is the digital touchpoint that allows customers to access and manage all of our services.
Our Connect Box is a next generation Intelligent WiFi and telephony gateway that enables us to maximize the impact of
our ultrafast broadband networks by providing reliable wireless connectivity anywhere in the home. This gateway can be self-
installed and allows customers to customize their home WiFi service. Our latest versions of the gigabit Connect Box are based
on DOCSIS 3.1 technology and WiFi 6, providing even better in-home WiFi service. Our new DOCSIS 3.1 Connect Box runs
our “One Firmware” stack, a middleware software system based on the Reference Design Kit for Broadband (RDK-B). RDK-
B is an open source initiative with wide participation from operators, device manufacturers and silicon vendors that
standardizes core functions used in broadband devices, set-top boxes and IoT solutions. We have extended the One Firmware
stack to support our ONE Connect ecosystem. One Firmware runs on system-on-a-chip (SOC) technology from multiple
vendors and can run on any SOC that is RDK-B compliant, enabling greater speed and agility for on-boarding of new customer
premises equipment (CPE) platforms and ecosystem features, allowing us to build once and port to many. During 2023, we
continued the roll out of One Firmware to our legacy DOCSIS 3.0 WiFi 5 GW and our next generation DOCSIS 3.1 WiFi 6
GW. In addition, we completed the porting activity of One Firmware to our new XGSPON WiFi 6 gateways, which we have
now rolled out in the U.K., Switzerland and Ireland. To support the adoption of fiber-to-the-home, cabinet, building or node
networks (fiber-to-the-home/-cabinet/-building/-node is referred to herein as FTTx) access in both on-net and off-net scenarios,
we introduced XGSPON (an updated standard for passive optical networks that supports higher-speed, 10 Gbps symmetrical
data transfers) and Ethernet-based Connect Boxes with WiFi 6, providing speeds up to 10 Gbps that run our One Firmware and
support our ONE Connect ecosystem. In 2023, we introduced a new WiFi 6 Mesh device, ONE Connect Mesh, which provides
our WiFi Mesh system that is fully orchestrated and optimized via the ONE Connect Platform.
In 2023, we provided the world’s first test of DOCSIS 4 technology on live network infrastructure, capable of 10 Gbps
speeds over Hybrid Fiber Coaxial (HFC) Plant with upgraded passive components, emphasizing the re-usability of our existing
coaxial cable. The DOCSIS 4 CPE and node was the culmination of joint development activity with our vendors and silicon
partners.
In 2023, we added a cybersecurity feature to our ONE Connect Platform, providing our customers with safe browsing and
advanced network protection features.
Our Connect Box is available in all our markets, and during 2023, approximately 11 million of our customers had a
Connect Box. We also offer our Connect App that, among other things, allows our customers to optimize their WiFi coverage
and manage their connected devices. In addition, we provide Intelligent WiFi mesh boosters, which increase speed, reliability
and coverage by adapting to the environment at home.
Internet speed is of crucial importance to our customers, as they spend more time streaming video and other bandwidth-
heavy services on multiple devices. Our extensive broadband network enables us to deliver ultra-high-speed internet services
across our markets. Our residential subscribers access the internet via cable or XGSPON modems connected to their internet
capable devices, or wirelessly via WiFi. We offer multiple tiers of broadband internet service, including gigabit or greater
speeds across our entire European footprint. The speed of service depends on the customer location and their selected service.
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By leveraging our existing fiber-rich broadband networks, we are in a position to deliver gigabit or greater speeds by
deploying the next generation DOCSIS 3.1 technology. DOCSIS 3.1 technology is an international standard that defines the
requirements for data transmission over a cable system. Not only does DOCSIS 3.1 technology improve our internet speeds and
reliability, it allows for efficient network growth. Currently, our ultra-high-speed internet service is based primarily on DOCSIS
3.1 technology, and we offer this technology in all of our markets. Alongside DOCSIS 3.1, XGSPON technology provides our
gigabit services an additional boost, as exemplified by the launch of a 2 Gbps tier of service at VM Ireland during 2023,
supported by our XGSPON Wifi 6 gateways.
We offer value-added broadband services in certain of our markets for an incremental charge. These services include
Intelligent WiFi features, security (e.g., in-home network protection, anti-virus, firewall and spam protection), Smart Home
services and online storage solutions and web spaces. Subscribers to our internet service pay a monthly fee based on the tier of
service selected. We determine pricing for each different tier of internet service through an analysis of speed, market conditions
and other factors. At the end of 2023, we rolled out a new Smart Security service in the U.K. which helps protect all connected
devices, including Smart Home devices, and is anticipated to be rolled out to the rest of our footprint during 2024.
Mobile Services
Mobile services are another key building block for us to provide customers with seamless connectivity. Sunrise, Telenet,
the VMO2 JV and the VodafoneZiggo JV offer mobile services as mobile network providers, VM Ireland offers mobile
services as an MVNO over a third-party network through Three (Hutchison) and UPC Slovakia delivers mobile services as a
reseller of SIM cards provided by SWAN, a.s.
Pursuant to VM Ireland’s agreement with Three (Hutchison) to provide mobile services as an MVNO, Three (Hutchison)
leases a third-party’s radio access network and owns the core network, including switching, backbone and interconnections.
VM Ireland’s MVNO arrangement with Three (Hutchison) permits VM Ireland to offer its customers mobile services without
needing to build and operate a cellular radio tower network.
In each of our markets, we offer a range of mobile related services. The majority of subscribers take a postpaid service
plan, which often has an agreed monthly fee for a set duration (typically 1 to 2 years). The monthly fee will vary depending on
the country and service package selected. Service packages can have different levels of data allowances, voice minutes and
network speed, as well as other differing aspects, such as roaming charges and contract duration. Postpaid services are also
offered as a bundle with fixed services, and by taking a “converged” offering, customers typically receive some benefits, such
as lower total cost or additional features. Postpaid services are offered to both business and retail consumers. In addition, we
offer prepaid mobile services, where the customers pay in advance for a pre-determined amount of airtime or data and which
generally have no minimum contract term. In countries where we operate as a mobile service operator, we also offer a number
of MVNOs where other mobile providers use our mobile network for their mobile offering.
Video Services
Our video service is, and continues to be, one of the foundations of our product offerings in our markets. Our cable
operations offer multiple tiers of digital video programming and audio services, starting with a basic video service. Subscribers
to our basic video service pay a fixed monthly fee and receive digital video channels in high definition (HD) and a growing
number of ultra-high definition 4K resolution (4K) channels, as well as an electronic programming guide. We tailor our video
services in each country of operation based on programming preferences, culture, demographics and local regulatory
requirements.
We also offer a variety of premium channel packages to meet the interests of our subscribers. For an additional monthly
charge, a subscriber may upgrade to one of our extended digital tier services and receive an increased number of video
channels, including the channels in the basic tier service and additional HD and 4K channels. Our channel offerings include
general entertainment, sports, movies, series, documentaries, lifestyles, news, adult, children and ethnic and foreign channels.
Discounts to our monthly service fees are available to any subscriber who selects a bundle of two or more of our services
(bundled services): internet, video, fixed-line telephony and mobile services. Bundled services consist of double-play for two
services, triple-play for three services and quad-play for four services.
To meet customer demands, we have enhanced our video services with additional relevant content services and features,
which increases viewing satisfaction and addresses individual user needs. Our latest next generation product suite is called
“Horizon 5”, a cloud-based, multi-screen entertainment platform that combines linear television (including recording and
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replay features), premium video-on-demand (“VoD”) offerings, an increasing amount of integrated premium global and local
video applications and mobile viewing into one entertainment experience. Horizon 5 comes with a state-of-the-art personal user
interface that is intuitively easy to navigate. Content recommendations and favorite channel settings can be customized to
individual user profiles. Video playback control, navigation shortcuts and content searches can all be conducted via a voice
control button on the remote control, a feature highly appreciated by our customers. Horizon 5 is available in all of our markets
on the latest set-top boxes and is capable of delivering 4K video content, including high dynamic range (HDR). The platform
also features a ‘Personal Home’ page that automatically aggregates content, both linear and VoD, in a streamlined user interface
based on the user’s viewing habits. Horizon 5 is marketed under the name “Sunrise TV” at Sunrise, “Telenet TV-Box” at
Telenet, “Virgin TV360” at the VMO2 JV and VM Ireland and “MediaBox Next” at the VodafoneZiggo JV.
In the U.K., the forerunner product of Horizon 5 is based on the TiVo platform and was developed under a strategic
partnership agreement with TiVo Inc. The TiVo platform is deployed on a basic set-top box as well as the Virgin Media V6
box. Similar to Horizon 5, the Virgin Media V6 box combines 4K video, including HDR, with improved streaming
functionalities and more processing power. The Virgin Media V6 box allows customers to record six channels simultaneously
while watching a seventh channel. Customers can also start watching a program on one television and pick up where they left
off on other boxes in another room or through an app on their smart phones and tablets. A majority of the VMO2 JV’s
customers have the Virgin Media V6 box. The V6 hardware is the same hardware that is used in other markets with Horizon
software and over time these V6 boxes will be flashed with the latest Horizon 5 software, bringing our latest and most
successful video and entertainment experience to the VMO2 JV’s customers without the need to exchange the installed
hardware. Approximately 40% of the VMO2 JV’s customers are on the Horizon 5 platform.
In the summer of 2020, we launched our first IP-only streaming device, which runs the full Horizon 5 product suite, using
only a small puck-like device that can be tucked away behind a television screen. This all-IP mini 4K capable set-top box has
extremely low power consumption and its casing is made from recycled plastic, proudly winning us the Digital TV Europe’s
Video Tech Innovation Sustainability Award in December 2020, as well as the Red Dot Product Design Award in 2021. We
have also launched this all-IP 4K capable set-top box at Sunrise, VM Ireland (which launched in 2023), the VMO2 JV and the
VodafoneZiggo JV. Most recently, we launched a newer, better performing version of this box at Telenet in November 2023.
This box has the same appearance as in the other markets but possesses more memory, improved accessibility features and
better sustainability. We intend to roll out this box to our other markets in the coming years.
Underpinned by this new IP-only streaming device, we launched our first subscription VoD-focused proposition in the
U.K. called ‘Stream’. In addition to a slimmer channel lineup, this new package allows customers to pick and choose their
favorite entertainment packages each month (e.g., Netflix, Disney+ and Prime Video) and get a 10% credit back for each
subscription they add via our platform. By bundling their over the top (OTT) subscriptions together, customers also have an
easy-to-see overview of what they are paying for and can manage them in a straightforward way, allowing for added flexibility
as their viewing habits change.
One of our key video services is “Replay TV”. Through Replay TV, the last seven days of content (subject to blackout-
related rights) is made available via the electronic programming guide (EPG) for on demand viewing. Customers can simply
open the EPG, scroll back and replay linear programming instantly. This same technical solution also allows our customers to
replay a television program from the start even while the live broadcast is in progress. Additionally, customers have the option
of recording television programs in the cloud (or onto the hard disk drive that is housed within the “Virgin TV360” set-top box
in the U.K. and in Ireland). Replay TV is one of the most used and appreciated features on our platforms.
In most of our markets, we offer transactional VoD giving subscribers access to thousands of movies and television series.
In several of our markets, our subscription VoD service is included in certain of our video offerings. This service is tailored to
the specific market based on available content, consumer preferences and competitive offers and it includes various
programming, such as music, kids, documentaries, adult, sports and television series. In addition, in all of our markets we offer
global premium OTT services such as Netflix, YouTube and Prime Video, and we also offer local OTT services via a large
portion of our set-top boxes. These types of paid subscription services can be bundled into customers’ packages like in the
Stream proposition or, in many cases, added directly to customers’ bills, offering them further convenience.
Most of this content is also available via our online mobile app, “Horizon Go”, which is available on mobile devices (iOS
and Android) and, in some markets as well, via Amazon Fire TV, Apple TV and Android TV devices. Thanks to the 360
integration of Horizon 5 across multiple screens, customers can pause a program, series or movie and seamlessly continue
watching from where they left off on another device, whether on a television, tablet, smart phone or laptop. Additionally,
Horizon Go enables customers to remotely schedule the recording of a television program on their Horizon 5 box at home.
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In 2023, we expanded our collaboration with our technology partner Infosys to evolve and scale our entertainment platform
(as well as our connectivity platform). Infosys has taken over the build and operation of our Horizon platform and agreed to
provide this service back to us for an initial five-year period, with an option to extend to eight years. By bringing the scale and
breadth of Infosys, including cutting-edge technologies such as Infosys TopazTM AI, the expanded collaboration ensures
continued operational excellence, a highly scalable development engine for new features and capabilities and cost efficiencies
for us. Additionally, we will license this platform to Infosys so that they can offer it to new operators and markets outside our
operating companies. This will potentially enable millions of new customers around the world to experience next-generation
digital entertainment services through Horizon for the first time. We will continue to control product roadmaps and retain all
intellectual property for the Horizon entertainment platform.
Telephony Services
Multi-feature telephony services are available through voice-over-internet-protocol (VoIP) technology in most of our
broadband communication markets. In the U.K., the VMO2 JV also provides traditional circuit-switched telephony services.
We pay interconnect fees to other telephony and internet providers when calls by our subscribers terminate on another network
and receive similar fees from providers when calls by their users terminate on our network through interconnection points.
Our telephony service may be selected in several of our markets on a standalone basis and in all of our markets in
combination with one or more of our other services. Our telephony service includes a basic fixed-line telephony product for line
rental and various calling plans, which may consist of any of the following: unlimited network, national or international calling,
unlimited off-peak calling and minute packages, including calls to fixed and mobile phones. We also offer value-added
services, such as a personal call manager, unified messaging and a second or third phone line at an incremental cost.
Multiple Dwelling Units and Partner Networks
Following the closing of the Telenet Wyre Transaction on July 1, 2023, Telenet became a wholesale access client of Wyre,
in addition to Orange Belgium N.V. (Orange Belgium), resulting in network penetration of close to 60%. In the coming years,
Wyre expects to further roll-out and operate an HFC and fiber-to-the-home (FTTH) network within Belgium, aiming to cover
78% of its footprint with FTTH by 2038. Additionally, in connection with the Telenet Wyre Transaction, the long-term lease
that Telenet had with Fluvius to provide fixed services to its customers in Fluvius’ footprint was terminated.
Pursuant to an agreement executed on June 28, 2008 (the 2008 PICs Agreement) with four associations of municipalities
in Belgium (the pure intercommunales or “PICs”), Telenet leases the PICs broadband communications network and,
accordingly, makes its services available to all of the homes passed by the cable network owned by the PICs. Telenet has a
direct customer relationship with the video subscribers on the PICs network. Pursuant to the 2008 PICs Agreement, Telenet has
full rights to use substantially all of the PICs network under a long-term finance lease. Unless extended, the 2008 PICs
Agreement will expire on September 23, 2046 and cannot be terminated earlier (except in the case of non-payment or
bankruptcy of Telenet). For additional information on the 2008 PICs Agreement, see note 18 to our consolidated financial
statements included in Part II of this Annual Report on Form 10-K.
For over 70% of Sunrise’s basic video subscribers, Sunrise maintains billing relationships with landlords or housing
associations and provides basic video service to tenants. The landlord or housing association administer the billing for the basic
video service with their tenants and manage service terminations for their rental units. When tenants select triple-play bundles
with or without mobile service from Sunrise, they then migrate to a direct billing relationship with us.
Sunrise offers broadband internet, enhanced video and telephony services directly to the video cable subscribers of those
partner networks that enter into service operating contracts with Sunrise. Sunrise has the direct customer billing relationship
with these subscribers. By permitting Sunrise to offer some or all of its broadband internet, video and telephony products
directly to those partner network subscribers, Sunrise’s service operating contracts have expanded the addressable markets for
Sunrise’s digital products. In exchange for the right to provide digital products directly to the partner network subscribers,
Sunrise pays to the partner network a share of the revenue generated from those subscribers. Sunrise also provides network
maintenance services and engineering and construction services to its partner networks.
In the third quarter of 2023, VM Ireland started offering broadband internet and video products and services to an
additional footprint on the SIRO network, opening up new areas where VM Ireland’s own network is not available. In 2024, to
continue the expansion into additional homes and business, VM Ireland entered into an agreement with National Broadband
Ireland (NBI) to offer broadband internet and video products and services into the footprint served by NBI.
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Business Services
In addition to our residential services, we offer business services in all of our operations. For business and public sector
organizations, we provide a complete range of voice, advanced data, video, wireless and cloud-based services, as well as mobile
and FMC services. Our business customers include SOHOs (generally up to five employees), small businesses and medium and
large enterprises. We also provide business services on a wholesale basis to other operators.
Our business services are designed to meet the specific demands of our business customers with a wide range of services,
including increased data transmission speeds and VPNs. These services fall into five broad categories:
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data services for fixed internet access with a 4G connectivity backup, IP VPNs based on SDWAN solutions and high-
capacity point-to-point services, including dedicated cloud connections;
cloud collaboration VoIP solutions and circuit switch telephony, unified communications and conferencing options;
wireless services for mobile voice and data, as well as managed WiFi networks;
video programming packages and select channel lineups for targeted industries or full programming packages for
SOHO customers; and
value-added services, including managed security systems, cloud enabled business applications, storage and web
hosting.
Our intermediate to long-term strategy is to enhance our capabilities and offerings in the business sector so we become a
preferred provider in the business market. To execute this strategy, partnerships, customer experience and strategic marketing
play a key role.
Our business services are provided to customers at contractually established prices based on the size of the business, type
of services received and the volume and duration of the service agreement. SOHO and small business customers pay business
market prices on a monthly subscription basis to receive enhanced service levels and business features that support their needs.
For more advanced business services, customers generally enter into a service agreement. For medium to large business
customers, we enter into individual agreements that address their needs. These agreements are generally for a period of at least
one year.
Customer Premises Equipment
We purchase CPE from a number of different suppliers. CPE includes set-top boxes, modems, WiFi routers and boosters,
digital video recorders (DVRs), tuners and similar devices. For each type of equipment, we retain specialists to provide
customer support. For our broadband services, we use a variety of suppliers for our network equipment and the various services
we offer. Similarly, we use a variety of suppliers for mobile handsets to offer our customers mobile services.
Software Licenses
We license software products, including email and security software, and content, such as news feeds, from several
suppliers for our internet services. The agreements for these products typically require us to pay a fee for software licenses and/
or a share of advertising revenue for content licenses.
Investments
VMO2 JV
Liberty Global owns 50% of the VMO2 JV, an integrated communications provider of broadband internet, video, fixed-line
telephony, mobile and converged services to residential and business customers in the U.K. As part of the U.K. JV Transaction,
Liberty Global entered into a shareholders agreement with Telefónica, which previously owned O2 in the U.K. (the U.K. JV
Shareholders Agreement), setting forth the corporate governance of the VMO2 JV, as well as, among other things, its
dividend policy and non-competition provisions. The U.K. JV Shareholders Agreement mandates that the VMO2 JV distribute
to Liberty Global and Telefónica on a quarterly basis a pro rata dividend equaling (unless agreed otherwise) all unrestricted
cash, subject to certain minimum thresholds and financing arrangements. Subject to certain exceptions, Liberty Global may not
transfer its ownership interest in the VMO2 JV without consent from Telefónica. For additional information on the U.K. JV
Shareholders Agreement, see note 7 to our consolidated financial statements included in Part II of this Annual Report on Form
10-K.
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The VMO2 JV offers gigabit internet across its entire serviceable fixed network footprint, reaching 16.2 million homes,
combined with a mobile network that offers 99% indoor and outdoor population coverage on 4G, as well as over 50% 5G
outdoor population coverage. The VMO2 JV had over 12 million RGUs as of December 31, 2023, comprised of approximately
5.7 million broadband internet subscribers. The VMO2 JV does not report video or telephony subscribers on an individualized
basis, although such subscribers are included in its total RGU figure. In addition, the VMO2 JV had approximately 35.2 million
mobile subscribers and is the U.K.’s leading mobile operator in terms of connections, with 44.9 million connections across its
mobile, IoT and wholesale services.
In addition to gigabit broadband, the VMO2 JV provides fixed-line video and telephony services. The VMO2 JV’s video
customers have access to the Horizon 5 minibox and its functionalities (marketed as “Virgin TV 360”), including ‘Catch-up’,
‘Startover’, the Virgin TV Go app, pause live television and VoD, along with access to a range of premium subscription-based
and pay-per-view services. The VMO2 JV also offers a flexible entertainment service called ‘Stream’ which combines
customers’ subscription packages, such as Netflix, Disney+ and Prime Video, as well as the free television channels under one
system while also allowing the customer to transform their television into a voice-activated unit.
The VMO2 JV provides a wide range of mobile telecommunications and associated value-added products and services,
such as voice, messaging and data services, handsets and hardware (e.g., wearables and handsets), stand-alone mobile devices
and other accessories.
The VMO2 JV’s consumer convergence offering is led by its “Volt” proposition, offering new and existing customers that
take Virgin Media broadband and eligible O2 Pay Monthly plans an upgrade to the next fixed broadband speed tier, increased
mobile data and more value, including a WiFi guarantee. As of December 31, 2023, Volt had 1.9 million customers, supporting
the VMO2 JV’s FMC penetration of approximately 44%.
The VMO2 JV also provides business and wholesale products and services to large enterprises, public sector entities and
small and medium business customers, as well as wholesale and MVNO partners.
nexfibre JV
We beneficially own a 25% interest in the nexfibre JV, a joint venture in the U.K. that intends to construct and operate a
wholesale FTTH broadband network of 5-7 million premises that does not overlap with the VMO2 JV’s existing network.
Telefónica owns 25% of the nexfibre JV and InfraVia owns the remaining 50%. The VMO2 JV will act as the anchor client for
the nexfibre JV’s fiber network. The VMO2 JV also entered into a construction agreement and a master services agreement
with the nexfibre JV to provide various network construction and operation services to the nexfibre JV. In combination with the
VMO2 JV’s existing network and planned FTTH upgrades, the VMO2 JV and the nexfibre JV networks are looking to expand
gigabit coverage to approximately 80% of the U.K. once completed.
In connection with the formation of the nexfibre JV, we entered into shareholders agreements with Telefónica and
InfraVia, providing for the governance of the nexfibre JV, including, among other things, its dividend policy and non-compete
provisions. It also provides for restrictions on transfer of interests in the nexfibre JV and exit arrangements. Under the dividend
policy, the nexfibre JV is required to distribute all unrestricted cash to Telefónica, InfraVia and us, subject to minimum cash
requirements and financing arrangements.
VodafoneZiggo JV
Liberty Global owns 50% of the VodafoneZiggo JV, a leading Dutch telecommunications company that provides fixed,
mobile and integrated communication and entertainment services to consumers and businesses in the Netherlands. In
connection with the formation of the VodafoneZiggo JV, we entered into a shareholders agreement with Vodafone providing
for the governance of the VodafoneZiggo JV, including, among other things, its dividend policy and non-compete provisions. It
also provides for restrictions on the transfer of interests in the VodafoneZiggo JV and exit arrangements. Under the dividend
policy, the VodafoneZiggo JV is required to distribute all unrestricted cash to Vodafone and us, subject to minimum cash
requirements and financing arrangements. We also entered into a framework agreement with the VodafoneZiggo JV to provide
access to each partner’s expertise in the telecommunications industry. For additional information on the above agreements, see
note 7 to our consolidated financial statements included in Part II of this Annual Report on Form 10-K.
The fiber-rich broadband network of the VodafoneZiggo JV passes approximately 7.5 million homes. The VodafoneZiggo
JV offers gigabit internet speeds for residential and business customers across its entire footprint. The VodafoneZiggo JV also
offers nationwide 4G and 5G mobile coverage. At December 31, 2023, the VodafoneZiggo JV had 8.3 million RGUs, of which
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3.2 million were broadband internet, 3.5 million were video and 1.5 million were fixed-line telephony. In addition, the
VodafoneZiggo JV had 5.6 million mobile subscribers. Besides its residential services, the VodafoneZiggo JV offers extensive
business services throughout the Netherlands. The operations of the VodafoneZiggo JV are subject to various regulations,
which are described below under Regulatory Matters—Joint Venture Entities—The Netherlands.
The VodafoneZiggo JV’s customers continue to have access to the Horizon 5 media boxes and their functionalities
(marketed as “Ziggo TV”), including Replay TV, the Ziggo Go app, pause live television and VoD, gigabit internet speeds and
an extensive WiFi community network. The VodafoneZiggo JV also has its own sports channel, Ziggo Sport, and offers some
exclusive programming. The VodafoneZiggo JV’s customers also have access to its nationwide 4G (referred to herein as
“LTE”) and 5G wireless services under either a prepaid or postpaid service plan. The VodafoneZiggo JV provides its mobile
services under various licenses that have a weighted average useful life of approximately 18 years as of December 31, 2023.
With its mobile services, the VodafoneZiggo JV is able to offer quad-play bundles and FMC services to its residential and
business customers.
Additional Business Information
Ventures
Liberty Global’s investment arm, Liberty Global Ventures, has amassed a portfolio of investments in more than 75
companies and funds across the world, investing in the fields of content, technology and infrastructure. With its long-term,
founder-friendly mindset, Liberty Global Ventures makes meaningful investments in technologies that will change how people
live and work tomorrow. Some of the companies in Liberty Global’s portfolio include All3Media Ltd. (All3Media), Plume,
ITV, Lions Gate Entertainment Corp. (Lionsgate), Televisa Univision, AtlasEdge, Formula E, Aviatrix Systems, Inc., Pax8
Inc., Lacework Inc. and EdgeConneX Inc., among others. When advantageous, we seek to forge commercial relationships
between our operating companies and the companies we invest in, creating an even stronger partnership to help drive growth
and efficiencies. The investments identified by company name above are intended to be merely illustrative, do not represent a
complete list and are not necessarily the largest of our long-term investments. From time to time, we may make investments in
other companies that we choose not to identify by company name for commercial, legal, strategic or other reasons.
Technology
Our broadband internet, video and fixed-line telephony services are primarily transmitted over an HFC network. This
network is composed primarily of national and regional fiber networks, which are connected to the home over the last few
hundred meters by coaxial cable. Alongside our HFC network, we are increasingly rolling out services based on FTTH and
leveraging fixed wireless access (FWA) technologies to service customers not covered by our fixed networks in areas where it
may not be cost effective to deploy fixed networks.
We closely monitor our network capacity and customer usage. Where necessary, we increase our capacity incrementally,
for instance by splitting nodes in our cable network. We also continue to explore improvements to our services and new
technologies that will enhance our customer’s connected entertainment experience. These actions include:
•
recapturing bandwidth and optimizing our networks by:
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◦
increasing the number of nodes in our markets;
increasing the bandwidth of our HFC cable network to 1.2 GHz;
converting analog channels to digital;
◦ moving channels to IP delivery;
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deploying additional DOCSIS 3.1 channels;
replacing copper lines with modern optic fibers; and
using digital compression technologies.
•
•
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freeing spectrum for high-speed internet, VoD and other services by encouraging customers to move from analog to
digital services;
increasing the efficiency of our networks by moving head-end functions (encoding, transcoding and multiplexing) to
cloud storage systems;
enhancing our network to accommodate business services;
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•
•
•
•
using wireless technologies to extend our services outside of the home;
offering remote access to our video services through laptops, smart phones and tablets;
expanding the availability of the Horizon 5 minibox and Horizon Go, as well as Horizon 5, and related products and
developing and introducing online media sharing and streaming or cloud-based video; and
testing new technologies.
As stated above, we are expanding our HFC and FTTH footprint. In addition, we are seeking mobile service opportunities
where we have established cable networks and expanding our fixed-line networks where we have a strong mobile offering. This
will allow us to offer FMC services to our customers.
We deliver high-speed data and fixed-line telephony over our broadband network in our markets. The cable networks of
our operations in Europe are connected to our “Aorta” backbone. The Aorta backbone is recognized as a Tier 1 Carrier, which
permits us to serve our customers through settlement-free collaboration with other carriers without the cost of using a third-
party network.
In support of our connectivity strategy, we are moving our customers into a gigabit society. All of our broadband networks
are already capable of supporting the next generation of ultra-high-speed internet service at gigabit speeds. To provide these
speeds to our subscribers, we plan to grow our base of DOCSIS 3.1 technology throughout our footprint. The use of DOCSIS
3.1 technology provides us significantly higher efficiencies on our networks and allows us to offer faster speeds, in-home WiFi
and better services. The new gateways and the continued upgrades to our network in the coming years will allow us to
maximize high-speed connectivity over our broadband networks and deliver gigabit services in a cost-effective manner. It will
also allow us to meet the expectations of our customers for high-speed internet access both in cities and rural areas of our
footprint. While DOCSIS 3.1 technology will provide up to 2.5 Gbps, in 2023, we introduced XGSPON technology across
much of our FTTH footprint, enabling speeds of up to 10 Gbps, with plans for further rollouts in 2024. In addition, we have
started prototyping DOCSIS 4.0 technology that is anticipated to equally provide 10 Gbps capabilities across our HFC
footprint.
Supply Sources
Content. In our markets, entertainment platforms remain a key part of the telecommunication services bundle. Therefore, in
addition to providing services that allow our customers to view programming when and where they want, we are investing in
content that customers want. Our content strategy is based on:
•
•
•
•
proposition (exceeding our customers’ entertainment desires and expectations);
product (delivering the best content available);
procurement (investment in the best brands, movies, shows and sports); and
partnering (strategic alignment, acquisitions and growth opportunities).
We license almost all of our programming and on-demand offerings from content providers and third-party rights holders,
including broadcasters and cable programming networks. Under our channel distribution agreements, we generally pay a
monthly fee on a per channel or per subscriber basis, with occasional minimum pay guarantees. For on-demand programming,
we generally pay a revenue share for transactional VoD (occasionally with minimum guarantees) and either a flat fee or a
monthly fee per subscriber for subscription VoD. In the case of the VMO2 JV and the VodafoneZiggo JV, transactional VoD is
primarily sourced via a third party (Vubiquity and Pathé, respectively). For a majority of our agreements, we seek to include the
rights to offer the licensed programming to our customers through multiple delivery platforms and through our apps for smart
phones and tablets.
In seeking licenses for content, we, including the VMO2 JV and the VodafoneZiggo JV, as applicable, partner with leading
international and regional pay television providers, such as Disney, Sony, Paramount Global, AMC, NBCUniversal, RTL, BBC
and Warner Bros. Discovery (including HBO). We also seek to carry in each of our markets key public and private
broadcasters, and in some markets, we acquire local premium programming through select relationships with companies such as
Sky plc (Sky), TNT Sports (a joint venture between BT Sport and Warner Bros. Discovery), Streamz, BlueTV and Canal+. For
our VoD services we license a variety of programming, including box sets of television series, movies, music, kids’
programming and documentaries.
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In recent years, OTT apps have become increasingly important in the content space and, as part of our content strategy, we
have put in place deals with a number of global and regional app providers. We currently have arrangements with Disney (The
Walt Disney Company Limited and The Walt Disney Company Benelux), Netflix International B.V. (Netflix), Amazon Europe
Core S.A.R.L. (Amazon), SkyShowtime Limited (SkyShowtime), Apple Inc., HBO Nordic AB and Viaplay Group AB
(Viaplay). Pursuant to these arrangements, Disney+, Netflix, Prime Video, SkyShowtime, AppleTV+, HBO Max and Viaplay
services, respectively, are available via certain of our set-top boxes to our video customers across many of our markets, each as
premium OTT services. The Disney+ app is available to customers at Telenet, the VMO2 JV and the VodafoneZiggo JV. The
Netflix app is available to customers at Sunrise, Telenet, VM Ireland, the VMO2 JV and the VodafoneZiggo JV. The Amazon
Prime Video app is available to customers at Sunrise, Telenet, VM Ireland, the VMO2 JV and the VodafoneZiggo JV. The
SkyShowtime service is available to customers at the VodafoneZiggo JV (launched October 2023). The AppleTV+ app is
available to customers at Sunrise and VM Ireland (which both launched December 2023) and the VMO2 JV (launched October
2023). The HBO Max app is available to customers at the VodafoneZiggo JV. Viaplay’s service is available to customers at the
VodafoneZiggo JV. In addition, the VodafoneZiggo JV launched the Canal+ app in December 2023 after concluding an
agreement with Canal+ Luxembourg S.à.r.l. We also entered into an arrangement with Google Ireland Limited for the YouTube
and YouTube Kids services apps which are available via certain of our set-top boxes to customers at Sunrise, Telenet, VM
Ireland, the VMO2 JV and the VodafoneZiggo JV. In order to tailor our entertainment offerings to each market, we have added
various locally relevant apps such as Play Suisse at Sunrise, VRT Max, VTM Go and GoPlay at Telenet, BBC iPlayer and ITVX
at the VMO2 JV and NPO Start and Videoland at the VodafoneZiggo JV.
Exclusive content is another element of our content strategy. To support this approach, we are investing in content
assets. We have invested in various content companies, including ITV, All3Media, Lionsgate, Virgin Media TV, Play Media
(previously SBS Belgium), Woestijnvis and Caviar Group. We are also investing in sports, both as a broadcaster and as a rights
owner. We have our own sports channels under the Play Sports brand in Belgium, which is exclusively available to Telenet
customers, and MySports in Switzerland, which Sunrise licenses to other platforms in Switzerland. In Ireland, Virgin Media
customers have access to VM More which includes sports programming as well as first look products and premium content. In
addition, the VodafoneZiggo JV owns Ziggo Sport and commissions the production of certain shows such as Rondo and Race
Cafe. The basic Ziggo Sport service is available exclusively to the VodafoneZiggo JV’s customers, however, the premium
service is widely available through license arrangements.
In addition, we have commissioned our own drama series content. Through All3Media, we co-produced a television series,
known as The Feed, which was released in 2019 in several of our markets, and co-produced Blood in Ireland, which aired in
2018 and 2020. With Lionsgate, we pre-purchased the spy thriller series The Rook, which premiered in 2019. In addition, we
have produced the Swiss sitcom Fassler-Kunz, the Swiss series Im Heimatland and the original Belgian series Chaussée
d’Amour and De Dag with local production companies. These television series are primarily available to our customers on an
on-demand basis. We also intend to continue commissioning, producing and/or co-producing content for our free-to-air (FTA)
assets and VoD platforms at Telenet and VM Ireland, mainly via Streamz, Telenet’s joint venture for subscription VoD with
DPG Media.
For mobile services in Ireland provided through an MVNO arrangement with Three (Hutchison), we are dependent on
third-party wireless network providers. Our MVNO operation in Ireland has an agreement with Three (Hutchison) to carry the
mobile communications traffic of our customers. We seek to enter into medium to long-term arrangements for these services. A
termination of this arrangements could significantly impact our MVNO-operated mobile services at VM Ireland.
Competition
All of our businesses operate in highly competitive and rapidly evolving markets. The speed of technological
advancements is likely to continue to increase, giving customers more options for telecommunications services and products.
Our customers want access to high quality telecommunication products that provide a seamless connectivity experience.
Accordingly, our ability to offer FMC services (internet, video and telephony through our fixed and mobile networks) is a key
component of our strategy. In many of our markets, we compete with incumbent companies that provide FMC services, as well
as companies that are established in one or more communication products. Many of these companies have extensive resources
allowing them to offer competitively priced converged services. Consequently, our businesses face significant competition. Our
ability to offer high-quality and attractive triple-play or quad-play bundles and FMC bundles in these markets is one of our key
strategies to attract and retain customers. We seek to distinguish ourselves through our multimedia gateway services, interactive
video products (such as Replay TV and VoD), proprietary sports offerings, extensive content offers (for both in and out of the
home) and our high-speed connectivity services backed by intelligent in-home WiFi solutions. In this section, we begin with an
overview on the competitive nature of the broadband internet, video, mobile and telephony services in our markets, and then
provide information on key competitors in certain of our more material markets.
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Internet
Our businesses face competition in a rapidly evolving broadband marketplace from both incumbent and non-incumbent
telecommunications companies, mobile operators and other internet service providers, many of which have substantial
resources. The internet services offered by these competitors include both fixed-line broadband internet via cable, digital
subscriber lines (DSL) or FTTx and wireless broadband. These competitors have a range of product offerings with varying
speeds and pricing, as well as interactive services, data and content services offered to households and businesses. With the
demand for mobile internet services increasing, competition from wireless services using various advanced technologies is an
important competitive factor. In all of our markets, competitors offer high-speed mobile data via 4G or 5G networks. In this
intense competitive environment, internet speed and pricing are the key criteria for customers.
Our broadband strategy is seamless speed leadership. Our focus is on increasing the maximum speed of our connections
while providing a reliable customer experience and offering a variety of service tiers, prices, bundled products and a range of
value-added services, including intelligent in-home connectivity solutions. We update our bundles and packages on an ongoing
basis to meet the needs of our customers and to retain an attractive value-for-money proposition. Ultra-high download speeds of
1 Gbps are available throughout our operational footprints in each of Switzerland, Belgium, Ireland, the U.K. and the
Netherlands. We use our competitively priced ultra-high-speed internet services to encourage customers to switch to our
services from other providers.
A notable competitive factor for us is overbuilding of our networks with FTTx technology by incumbent companies and
other third parties. At the moment, we do not consider our networks to be critically overbuilt, however, certain FTTx providers
accelerated the rollout of their networks. We are confident that our HFC networks can be upgraded to higher speeds to match
potential FTTx based products. Furthermore, whenever it makes operational and economic sense, we seek to capitalize on
opportunities to grow our network capabilities through FTTx technology.
•
•
Telenet. In the Flanders region of Belgium, Telenet is the leading provider of residential broadband internet services.
Telenet’s primary competitor is Proximus NV/SA (Proximus). Proximus is a well-established competitor offering
quad-play bundles. Proximus’ DSL and very high-speed DSL technology (VDSL) services provide download speeds
up to 100 Mbps. Moreover, Proximus offers up to 1 Gbps speed via its fiber network that is available in selected cities
and is being actively deployed elsewhere in the country. Similar to its video services, Telenet faces competition in the
provision of internet services from other providers who have wholesale access to Wyre’s cable network. Through such
access, Orange Belgium currently offers its mobile subscribers a triple-play bundle including fixed broadband internet,
enhanced video and mobile services. In June 2023, Orange Belgium completed its acquisition of a 75% stake (minus
one share) in VOO, a telecom operator that owns cable networks in the Wallonia region of Belgium. In January 2023,
Telenet entered into two 15-year commercial wholesale agreements with Orange Belgium. The agreements provide
Telenet and Orange Belgium access to each other’s fixed networks, including both HFC and FTTH, on a commercial
basis for a 15-year period and enable Telenet to offer FMC services in Wallonia beginning in 2024.
Sunrise. In Switzerland, Swisscom is the largest provider of broadband internet services and is Sunrise’s primary
competitor. Swisscom offers download speeds ranging from 100 Mbps to up to 10 Gbps, depending on its available
network technology. Swisscom continues to expand its FTTx network to Switzerland households in our footprint, as
well as in our partner network footprints. Salt, a predominantly mobile player, also competes in this arena, with a focus
on FMC services through a combination of FTTx and fixed wireless access technologies offering 10 Gbps internet
speeds.
•
Significant Joint Ventures.
In the U.K., the VMO2 JV faces numerous competitors for broadband internet services, the largest of which is BT. BT
is actively building out its FTTx network through its subsidiary, Openreach, to support its goal of covering 25 million
homes by the end of 2026. In support of this mission, BT offers a range of ultrafast consumer packages with speeds of
up to 1.6 Gbps. As noted above, the VMO2 JV has reached 1 Gbps connectivity in all 16.2 million premises.
Moreover, the VMO2 JV announced its intention to upgrade its fixed network to full fiber-to-the-premise by the end of
2028 and extend its FTTH footprint to up to 23 million premises through its partnership with the nexfibre JV. This
plan is expected to fuel connectivity innovation for consumers and businesses, create options to potentially pursue the
broadband wholesale market in the U.K. and to protect from growing FTTx competition.
The VodafoneZiggo JV’s primary competitor, Koninklijke KPN N.V. (KPN), offers internet protocol television
(IPTV) over its FTTx network and through broadband internet connections using DSL or VDSL. Where KPN has
enhanced its VDSL system, it offers broadband internet with download speeds of up to 200 Mbps, and on its FTTx
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networks, it offers download speeds of up to 4 Gbps. A significant part of VodafoneZiggo JV’s network has been
overbuilt by KPN’s and other providers’ FTTx networks. In 2021, KPN and pension fund, APG, established a joint
venture company called Glaspoort that is targeting fiber rollouts in medium-dense, rural and industrials areas by
connecting up to 1.2 million households and businesses by 2026. KPN will also continue to pursue its existing fiber
roll-out plans in the coming years, with Glaspoort’s scope expected to accelerate KPN’s goal to reach approximately
80% FTTx coverage by 2026. We expect competitive pressure from the fiber overbuild to intensify in the coming
periods. At the end of 2023, all of the VodafoneZiggo JV’s 7.5 million households had access to ultra-fast 1 Gbps
connectivity to support our competitive edge and speed advantage.
Video Distribution
Our video services compete primarily with traditional FTA broadcast television services, direct-to-home satellite service
providers, OTT and broadcaster VoD providers, as well as other fixed-line and mobile telecommunications carriers and
broadband providers offering a similar range of video services. Many of these competitors have a national footprint and offer
features, pricing and video services individually and in bundles comparable to what we offer.
OTT video content providers utilizing our or our competitors’ high-speed internet connections are also a significant
competitive factor, as are other video service providers that overlap our service areas. The OTT video providers (such as HBO
Now, Prime Video, Netflix, Disney+ and AppleTV+) offer VoD services for television series, movies and programming from
broadcasters. Generally, the content libraries of such services are offered for a monthly fee. Typically, these services are
available on multiple devices in and out of the home. Moreover, broadcasters offer direct to customer content, including VoD,
live and catch-up television via their own platforms (such as BBC iPlayer, Discovery and RTL). To retain our competitive
position, we provide our subscribers with television everywhere products and premium OTT video services through our online
mobile apps, VoD and Replay TV services through our arrangements with Netflix, Amazon, YouTube and others. Our
businesses also compete to varying degrees with other sources of information and entertainment, such as online entertainment,
newspapers, magazines, books, live entertainment/concerts and sporting events.
Our ability to attract and retain customers depends on our continued ability to acquire appealing content, provide easy to
use services on acceptable terms and to deliver content on multiple devices inside and outside the home. Some competitors have
obtained long-term exclusive contracts for certain programming, which limits the opportunities for other providers to offer such
programs. Our operations have limited access to certain of such programming through select contracts with these companies,
including Sky and BT in the U.K. Moreover, telecommunication providers increasingly offer access to OTT platforms through
their systems. If exclusive content offerings increase through other providers, programming options could be a deciding factor
for subscribers on selecting a video service.
We compete on value by offering advanced digital services with a premier user interface, such as cloud recording and DVR
functionality, HD/4K, VoD, voice control, OTT aggregation, Replay TV and multi-screen services via a superior user interface.
We also compete by offering attractive content packages, as well as bundled services, at reasonable prices. In each of the
countries where we operate, we tailor our packages to include attractive channel offerings and offer recurring discounts for
bundled services and loyalty contracts, as well as integrated billing for OTT services. In addition, from time to time, we modify
our digital channel offerings to improve the quality of our programming. Where mobile voice and data are available, we focus
on our FMC service offerings at attractive prices. In our other operations, we use the triple-play bundle as a means of driving
video, as well as other products where convenience and price can be leveraged across the portfolio of services. We also
continue to enhance our Horizon platform to meet our customers’ desire to view programming anytime and anywhere, such as
new applications and expanding its availability in our markets. Horizon 5 is the latest iteration of our entertainment platform. It
enables content aggregation and bundling to help customers navigate the ever-growing libraries of first-class content by pulling
in all key streaming apps across television, music, gaming, smart home and social, while delivering a hyper-personal user
experience.
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Telenet. Telenet’s principal competitor is Proximus, the incumbent telecommunications operator, which has interactive
digital television, replay television, VoD, OTT and HD service as part of its video offer, as well as mobile-only video
propositions tailored to the needs of younger market segments. Proximus offers customers a wide range of both
individual and bundled services at competitive prices. Also, as a result of regulatory obligations, Telenet and other
Belgian cable operators must give alternative providers access to their cable networks. Orange Belgium gained such
access in 2016 and currently offers its mobile subscribers a triple-play bundle, including broadband internet, enhanced
video and mobile services. Telenet may face increased competition from other providers of video services who take
advantage of the wholesale access and may be able to offer triple- and quad-play services. For more information on
wholesale access, see Regulatory Matters—Belgium below.
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Sunrise. Our main competitor in Switzerland is Swisscom, the incumbent telecommunications operator, which
provides IPTV services over DSL, VDSL and FTTx networks. Swisscom offers VoD services, DVR and replay
functionality, HD channels and has exclusive rights to distribute certain sports programming. Swisscom launched an
advanced set-top box in the market with voice control, Smart Home integration and content aggregation beyond video,
such as music streaming and gaming services. Although its presence is limited, Salt focuses on value propositions by
including television within their bundles and providing access to OTT via Apple TV. In this saturated market, price
competition and high promotional intensity are significant factors.
•
Significant Joint Ventures.
The VMO2 JV’s principal competitors for digital television services are Sky and FTA television providers. Other
significant competitors are BT and TalkTalk Telecom Group plc (TalkTalk), each of which offer triple-play services,
IPTV video services and multimedia home gateways. Sky owns the U.K. rights to various entertainment, sports and
movie programming. Sky is both a principal competitor and an important supplier of content to the VMO2 JV. Various
Sky channels, including Sky Sports, are available over Sky’s satellite system and our cable networks, as well as via
Sky’s apps and online players and other television platforms, and some of the channels are available on BT and
TalkTalk platforms. The VMO2 JV distributes several basic and premium video channels supplied by Sky. BT is also
both a principal competitor and an important supplier of content to the VMO2 JV. In 2023, BT formed a joint venture
with Warner Bros. Discovery and launched TNT Sports, which replaced BT Sport and combined the partners’ content
portfolios, including Olympic Games, the English Champion’s League, UEFA Europa League and other live sports.
TNT Sports is available on the VMO2 JV’s cable network as well as its competitors’ networks. The VMO2 JV is
expanding its broadband network and actively promoting its 4K and HDR ready boxes running on its Horizon 5
platform (marketed as “Virgin TV360”) as well as its online streaming service, Virgin TV Go. Customers also have
access to an entertainment service, ‘Stream’, which is an all-in-one streaming box, combining television channels and
aggregating third-party subscription services such as Sky Sports, Netflix and Disney+. Stream provides personalized
viewing recommendations and allows customers to customize their subscription mix, billed through a single account.
The VodafoneZiggo JV primarily competes with KPN with respect to video distribution, which provides IPTV
services. KPN offers many of the same interactive video service features as the VodafoneZiggo JV does, including
VoD services, DVR, replay functionality and HD channels. KPN also offers its customers bundling packages that
include its video products, creating a highly competitive market for the VodafoneZiggo JV’s products and services.
Ziggo Sport, the VodafoneZiggo JV’s sports offering, acquired the exclusive 2024/2027 media rights to the UEFA
Champions League, the UEFA Europa League and the UEFA Europa Conference League. Starting in the 2024/2025
football season, this will bring the most important European club competitions under one roof for the first time. All the
competitions and highlights will be available exclusively on Ziggo Sport.
Mobile and Telephony Services
In Belgium, as a MNO, we are one of the larger mobile providers based on number of SIM cards. The same is true for the
VodafoneZiggo JV in the Netherlands. We also substantially expanded our mobile business with the acquisition of Sunrise in
Switzerland and through the joint venture with Telefónica’s U.K. brand, O2, in the U.K. In the markets where we are an MNO,
we continue to deploy additional bandwidth and look to acquire additional spectrum to deliver our wide range of services to our
customers and expand our 4G and 5G services. Competition remains significant across each of our markets. We offer various
calling plans, such as unlimited calling, national or international calling and use FMC bundles and benefits to cross-sell mobile
to our existing fixed customers. Our ability to offer FMC services is a key driver of growth. Furthermore, in order to address
lower segments of the market, we operate with ancillary mobile brands, such as Yallo (Switzerland), Base (Belgium), giffgaff
(U.K.) and Hollandsnieuwe (Netherlands).
The market for fixed-line telephony services is saturated in all of our markets. Changes in market share are driven by the
combination of price and quality of services provided and the inclusion of telephony services in bundled offerings. Our fixed-
line telephony services compete against the incumbent telecommunications operators. In all of our markets, we also compete
with other VoIP operators offering service across broadband lines. In addition, our businesses face competition from other
FTTx-based providers or other indirect access providers.
In each of our markets, we face competition with a dominant fixed-line telephony provider, most of which also have
competitive mobile offers based on 4G or 5G services. In our largest consolidated markets, the key dominant telephony
providers are Swisscom (Switzerland) and Proximus (Belgium). These telephony competitors are also the largest mobile
operators in these markets based on number of SIM cards. These competitors include their mobile products in bundles with
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fixed-line services. Moreover, there is a fundamental shift in customer preference towards mobile and OTT. As a result, we
expect our fixed telephony user base to continue its decline in favor of mobile connectivity and OTT services.
Human Capital Resources
As of December 31, 2023, our consolidated subsidiaries had an aggregate of approximately 9,860 full-time equivalent
employees, including approximately 3,770 in Belgium, 3,020 in Switzerland, 1,260 in the U.K., 940 in the Republic of Ireland,
520 in the Netherlands, 250 in Slovakia and 100 in the U.S. With respect to our significant nonconsolidated joint ventures, the
VMO2 JV employs approximately 15,020 people and the VodafoneZiggo JV employs approximately 6,260 people. None of the
above figures include contractors or temporary employees.
A majority of our European employees are represented by workers councils. We strive to maintain a positive relationship
with all of our employees, as well as the workers councils representing them, where applicable. There have been no significant
interruptions of our operations in recent years due to labor disputes.
In challenging our employees to achieve their full potential, become purposeful leaders and to Grow With Us, we commit
significant resources and make ongoing investments toward the development of our employees’ leadership skills. Our skills
development offerings cover key talent communities - from graduates and apprentices, to people managers, emerging leaders
and senior leaders. Such programs include our Finance, Technology, CyberSecurity and People graduate schemes that thrust
new graduates into our fast-paced and dynamic business model, giving them immediate real-world experience along with
structured support from the company, so that each graduate exits their program prepared to be a leader of tomorrow. Liberty
Global also aims to prepare its future senior leadership through its Fast Forward program, a year-long program in which high
performing individuals are trained and challenged to become Liberty Global’s leaders of tomorrow. We invest significantly in
our employees because we recognize that when each employee is supported and given the opportunity to succeed, our company
as a whole flourishes.
We are fostering a culture where every individual is valued and respected, contributing to a positive impact on one another
and our communities. Through connections formed daily, we strive to create a sense of belonging for all. The importance of
diversity, equity and inclusivity extends beyond our employees' experience and performance; it influences talent acquisition and
retention and strengthens our ties to the communities where we live and operate. In 2023, our commitment to Diversity, Equity
& Inclusion (DE&I) continued to evolve. Our DE&I Council, comprised of our chief executive officer (CEO) and 19 executive
representatives, meets regularly to discuss company strategies, initiatives and policies related to DE&I. The council advises on
our DE&I strategy, monitors progress against our ambitions and facilitates the exchange of best practices across our
organization. The People, Planet, Progress committee of our board of directors provides guidance to our DE&I Council from
time to time.
While conducting our annual DE&I survey in 2023, we sought feedback from our employees through listening forums,
which informed our strategic plans based on the insights gained. Our DE&I program has progressed through close collaboration
across all of our business sectors, resulting in specific goals for gender representation. Central to our efforts is measuring the
sentiment of individuals who feel authentic in the workplace daily. Each business unit has identified priorities that contribute to
our overarching goal of fostering innovation, collaboration and overall organizational performance. Our commitment to hiring
the best candidates remains unwavering, and we continuously optimize roles through natural turnover, tracking progress
through employee dashboards and quarterly business review meetings.
Collaboration with our Employee Resource Groups (ERGs), focusing on various aspects of diversity, has been integral to
our DE&I efforts. With 22 ERGs globally, we co-create initiatives for strategic cultural change. Working with our ERGs, we
have delivered five ‘Empower Hours’, centered around specific days in our diversity calendar, to educate, engage and empower
each other to take meaningful action. Additionally, we carried out a global leadership reverse mentoring pilot with our race and
ethnicity ERG, in which the members of the ERG led the programming and acted as mentors to the participants. This reverse
mentoring pilot took place with senior leaders from across our company and is expected to be implemented more broadly in the
coming years. Our involvement in the Valuable 500, a global movement putting disability on the business leadership agenda,
and the disability confident scheme in the U.K., emphasizes our commitment to disability inclusion. Inclusive Employers, a
leading membership organization, supports our efforts through consultancy, training and thought leadership. Achieving silver
status in the Inclusive Employers standard and receiving commendation for our belonging communication campaign
demonstrates our progress in this area.
The VMO2 JV and VodafoneZiggo JV, along with Sunrise and VM Ireland, also have their own ERGs to provide support
for their local employees and to complement Liberty Global’s broader DE&I strategy and initiatives. In addition, our DE&I
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Council has worked diligently to prepare concrete, implementable initiatives to further our collective DE&I strategy. Such
initiatives are measurable, allowing us to more accurately track our progress.
To help eliminate potential bias in our hiring, we implemented inclusive hiring manager training, ensured diverse interview
panels and have begun to use artificial intelligence to help eliminate gender-biased language in job descriptions. We broadened
our talent pool through a refreshed external proposition, conscious advertising and internal transparency. Our company policy
reviews aim to create a more equitable, accessible and inclusive working environment.
In 2023, we launched our “Youth Council”, consisting of 12 Gen Z and under 35 members that serve as an advisory body
to our executive leadership team, signifying our commitment to harnessing youth culture and future-proofing our strategy. The
council actively contributes across our customer propositions and experiences, sustainability and the future of work.
We also conduct compulsory anti-bullying, anti-discrimination and anti-harassment training for all of our employees in line
with our Anti-Discrimination, Harassment and Bullying policy and engage in small-group, impactful conversations, centering
on discrimination and harassment in the workplace. Our venture capital arm has committed $13 million to investing in start-up
companies, including through our partners, Avesta Capital and Colorado Impact Fund, that make a positive impact on society.
These companies, such as Blue Studios, Kiira Health, BoxPower, Harvest Thermal and Sunny Day Fund are specifically
focused on socially conscious business practices, such as tackling economic and social inequity, as well as climate change.
Liberty Global prides itself on the achievements it has made with respect to DE&I, but it recognizes that there is much work
still to be done, and that to grow as a company, we must invest in our people so that they can be themselves at work every day.
Our compensation program is key to our company’s success and incentivizes our management team to execute our
financial and operational goals. We concentrate on attracting, retaining and motivating talented executives who can be
responsive to new and different opportunities for our company and thereby create value for our customers and shareholders.
The primary goals of our executive compensation program are to motivate our executives to maximize their contributions to the
company’s success, attract and retain the best leaders for our business and to align our executives’ interests with creating
shareholder value.
At Liberty Global, we are committed to the health and safety of our employees and visitors to our sites, and we ensure
compliance with all relevant national health and safety regulations. For employees, we currently utilize a hybrid work-from-
home/work-from-office work program. We have also made available a series of well-being resources based on a four-pronged
strategy focused on the mental, physical, social and financial aspects of health and well-being. Included in this strategy, among
other things, is access to group training sessions, private work-out facilities, bicycle reimbursement plans, in-office flu
vaccinations and private check-up visits.
We measure employee engagement quarterly against external benchmarks defined by a leading human resources
consultant. We perform in line with global industry benchmarks and exceed benchmarks set by high performing organizations
in areas such as in inclusion, well-being, manager support and senior leadership communication. The high performing
comparison group is comprised of organizations with strong financial performance and superior human resource practices,
representing the gold standard for employee engagement. Survey results are owned by managers and executives, who are
accountable for formulating action plans. In addition, we gather qualitative and quantitative insights with methods such as
shorter-term pulse surveys and narrower focus groups. This approach informs decision making across key employee focus
areas, including for example, well-being, work-from-home opportunities and skills development.
Additional information on our workforce and our commitment to our employees is made available in Liberty Global’s
Annual Corporate Responsibility Report, which we expect to be published on our website during the second half of 2024. The
contents of this report are not incorporated by reference herein.
Regulatory Matters
Overview
Broadband internet, video distribution, fixed-line telephony and mobile businesses are regulated in each of the countries in
which we operate. The scope of regulation varies from country to country, although in some significant respects, regulation in
E.U. markets is harmonized under the regulatory structure of the E.U.
Of the seven countries in our footprint, five are part of the E.U.: the Republic of Ireland, the Netherlands (nonconsolidated
joint venture), Belgium, Luxembourg and Slovakia. Our other operations are in the U.K. (nonconsolidated joint venture) and
Switzerland are not in the E.U. but generally enact rules similar to that of the E.U.
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The U.K. formally left the E.U. on January 31, 2020, commonly referred to as “Brexit”. On December 24, 2020, the U.K.
and the E.U. reached the “Trade and Cooperation Agreement”, referred to as the “E.U.-U.K. Agreement”. Principles on state
aid are also contained in the E.U.-U.K. Agreement to prevent either side from granting unfair subsidies and to provide a dispute
settlement mechanism to ensure businesses from the E.U. and the U.K. compete on a level playing field. In relation to the
telecommunications sector, the U.K. and the E.U. have agreed to maintain the existing levels of liberalization in their markets,
including standard provisions on authorizations, access to and use of telecoms networks, interconnection, fair and transparent
regulation and the allocation of scarce resources. The E.U.-U.K. Agreement contains measures to encourage cooperation and
promote fair and transparent rates for international mobile roaming. However, the U.K. previously introduced a number of
measures aimed at providing safeguards for consumers, which continue to apply. Such measures include limits on the amount
that customers can be charged for using mobile data abroad before having to opt in if they wish to use more data and alert
warnings as customers reach various milestones in data allowances included within their packages. Additionally, the Northern
Irish Protocol regulates the relationship between Northern Ireland and the Republic of Ireland, ensuring that no hard border is
placed between the two, as well as keeping Northern Ireland inside the E.U. single market. The Northern Irish Protocol, while
not material to our or the VMO2 JV’s operations, affects the movement of CPE and installation personnel between Northern
Ireland and the Republic of Ireland. A review of the E.U.-U.K. Agreement is due to take place in May 2026.
In Switzerland, the distribution of radio and television is regulated under the Radio and Television Act. The provision of
telecommunications services is regulated by the Telecommunications Act. In addition, the Competition Act, the Data Protection
Act and the Act on the Surveillance of Post and Telecommunications are relevant to our business.
Sector Regulations
The European Electronic Communications Code (the Code) is the primary source of regulation governing our E.U.
operations. The Code came into effect on December 20, 2018 and has been transposed by all of the Member States in our
footprint into their respective national laws. The U.K. has largely transposed the Code into its national laws. Switzerland, while
not part of the E.U., has a regulatory system that partially reflects the principles of the E.U. The Telecommunications Act in
Switzerland regulates, in general, the transmission of information, including the transmission of radio and television signals.
The Code primarily seeks to develop open markets for communication services within Europe. It harmonizes the rules
within the E.U. for the establishment and operation of electronic communication networks, including cable television and
traditional telephony networks, and the offer of electronic communication services, such as telephony (including OTT services),
internet and, to some degree, television services.
Set forth below are certain key provisions included in the Code that are most applicable to our operations.
•
Significant Market Power. Specific obligations imposed by National Regulatory Authorities (NRAs) in E.U. Member
States apply only to service providers deemed to have Significant Market Power (SMP) in a relevant market. For
purposes of the Code, a service provider has SMP where it enjoys a position of significant economic strength,
affording it the power to behave independently of competitors, customers and consumers to an appreciable extent.
If a service provider is found to have SMP in any particular market, the applicable NRA must impose certain
conditions on that service provider. We have been found to have SMP in certain markets in which we operate and
further findings of SMP are possible, which may negatively impact our business. However, across our footprint, we
have noticed an increased tendency of NRAs towards deregulation, with only a small number of markets currently
being subject to this type of regulation.
The U.K. has a similar system, with the applicable NRA assessing markets on a forward-looking basis to determine
SMP. In Switzerland, there is no such forward-looking system, rather a service provider can be regulated based on
general competition law.
• Must-Carry Obligations. Member States may impose reasonable must-carry obligations on certain service providers
under their jurisdiction. Such obligations must be based on clearly defined general interest objectives, be proportionate
and transparent and be subject to periodic review. The U.K. and Switzerland each have a regulatory system that
reflects these principles. We are subject to must-carry regulations in all markets in which we operate, and we do not
expect such obligations to be curtailed in the foreseeable future.
NRAs may, in some cases, impose access obligations on service providers, regardless of whether they have SMP. Under
the Code and the E.U. Broadband Cost Reduction Directive, service providers may be required to provide access to certain
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elements of their passive network infrastructure upon reasonable request if there are significant economic or physical
replicability barriers. Service providers may be required to provide access to their active infrastructure as well but only if a
number of additional requirements are met. The E.U. Broadband Cost Reduction Directive is under review, and the repealing
regulation (the Gigabit Infrastructure Act) is expected to be adopted in 2024, with most provisions coming into effect six to 12
months after its publication. The U.K. has a similar system in place, while the Telecommunications Act in Switzerland requires
operators with a dominant position to grant access to other providers on a non-discriminatory manner at cost-oriented prices.
Net Neutrality, Roaming and Call Termination
In November 2015, the European Parliament adopted the regulation on the first E.U.-wide net neutrality regime. The
regulation allows for specialized services, optimized for specific content and subjects service providers like Liberty Global,
through its operating companies, to reasonable traffic management requirements. The U.K. transposed net neutrality into its
national law following Brexit. In its communication on October 26, 2023, the U.K. Office of Communications (Ofcom)
proposed a more lenient interpretation of some aspects of net neutrality, and the effect of some of those may be subject to
changes of national law. Legislative changes are, however, a matter for the U.K. Parliament. In Switzerland, the
Telecommunications Act introduced more transparent net neutrality regulation that allows for traffic management in limited
circumstances (e.g., to fight exceptional network congestion). Customers must be informed if traffic is treated unequally and
about the quality of the internet service (for both fixed and mobile internet).
The 2015 regulation mentioned above also prohibits retail roaming tariffs and sets wholesale roaming price caps. In 2019,
the E.U. introduced caps on wholesale rates for intra-E.U. calls to bring these in line with the wholesale roaming caps. The
Telecommunications Act in Switzerland implemented roaming obligations, including mandatory discounted roaming packages,
per second or per kilobyte of roaming charges and capped fees for all roaming services. In relation to the U.K., E.U. operators
are now free to raise wholesale charges for U.K. operators (and vice-versa) but may choose not to.
Call termination tariffs for SMP providers are set by NRAs, but for the E.U., the Code includes a system of single
maximum, E.U.-wide voice termination rates for fixed and mobile. During 2024, all fixed service providers will be subject to a
maximum fixed voice termination rate of €0.07 per minute and all mobile service providers will be subject to a maximum
mobile voice termination rate of €0.20 per minute. In the U.K., an SMP provider must provide termination on fair and
reasonable terms, conditions and charges, which must be no higher than BT’s regulated charges unless certain conditions are
met. Switzerland does not follow the E.U. standard. Call termination rates in Switzerland are unregulated and commercially
negotiated by operators. If an agreement cannot be found for fixed termination rates, the parties may initiate proceedings at the
Communication Commission, which then sets cost-oriented termination rates. Overall, termination rates in Switzerland are
higher than the E.U. average. In each country in which we operate, we have been found to have SMP for call termination.
Broadcasting and Content Law
The Audiovisual Media Services Directive (AVMSD) governs the activities of broadcasters under E.U. law. The E.U.
Member States that we operate in have fully transposed the AVMSD into their respective national laws.
Generally, broadcasts originating in and intended for reception within an E.U. Member State must respect the laws of that
Member State. Pursuant to the AVMSD, however, E.U. Member States must allow broadcast signals of broadcasters
established in another E.U. Member State to be freely transmitted within their territory, so long as the broadcaster complies
with the law of their home state. In addition, when we offer third-party VoD services on our network, it is the third-party
provider, and not us as the distributor, that is regulated in respect of these services. The U.K. and Switzerland have regulatory
systems that also reflect these principles.
The AVMSD established quotas, applicable to both linear and non-linear services, for the transmission of European-
produced programming and programs made by European producers who are independent of broadcasters. Such obligations are
applicable to our businesses in the E.U. The U.K. and Switzerland have similar principles in their regulatory systems.
E.U. Member States are also allowed to require service providers to contribute financially to the production of European
works, including requiring financial contributions from providers of VoD services established in other territories that target
audiences in their jurisdiction. Such obligations are applicable to (or are expected to become applicable to) certain of our
businesses.
The European Commission published a proposal for the Media Freedom Act in September of 2022. At present, it seems
likely that the proposed law will be adopted in 2024, with most provisions coming into effect 15 months after adoption. The
new law aims to help ensure media pluralism across the E.U., as well as ownership transparency requirements, especially with
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respect to foreign financing and the introduction of a review mechanism for concentrations of media companies. We expect that
the Media Freedom Act will impact our business, however, until the final legislation is adopted, we will not know to what
extent.
The European Commission regulations mandate that commercial providers of online content services (including OTT
service providers) enable subscribers who are temporarily present in any Member State to access and use online content
services in substantially the same manner as in their country of residence. We comply with these content portability
requirements.
In the U.K., the VMO2 JV is required to hold individual licenses under the Broadcasting Acts 1990 and 1996 for any
television channels (including barker channels) that it owns or operates and to provide certain other services on its cable
television platform, such as electronic program guides. These television licensable content service (TLCS) licenses are granted
and administered by Ofcom, the U.K.’s NRA. Under these licenses, each covered service must comply with a number of Ofcom
codes, including the Broadcasting Code, and with all of Ofcom’s directions. Breach of any of the terms of a TLCS license may
result in the imposition of fines and, potentially, license revocation.
As a provider of an on-demand program service (ODPS), the VMO2 JV must comply with numerous statutory obligations
related to “editorial content” and notify Ofcom of its intention to provide an ODPS. Failure to notify Ofcom or comply with the
relevant statutory obligations may result in the imposition of fines or, ultimately, a prohibition on providing an ODPS.
Technological Regulation
The E.U. legislature is increasingly imposing additional mandatory requirements regarding energy consumption of the
telecommunications equipment we provide our customers. We have been working to lower power consumption of our set-top
boxes. Legislation in this area may be adopted that could adversely affect the cost and/or the functionality of equipment we
deploy to customers.
Pursuant to an E.U. regulation on standby power (the Standby Regulation), many devices are required to have either a low
power standby mode or off mode, unless such mode is inappropriate for the intended use of the product. In particular, the
Standby Regulation sets, among other things, the maximum power consumption of networked consumer equipment while in the
so-called “Networked Standby” or “High Network Availability” modes. All of the devices we purchase and/or develop comply
with the requirements of the Standby Regulation.
Also, the E.U.’s Radio Equipment Directive regulates radio equipment held for sale. It sets essential requirements for
safety and health, electromagnetic compatibility and the efficient use of the radio spectrum. In 2025, the list of essential
requirements under the Radio Equipment Directive is expected to be expanded for certain categories of internet-connected radio
equipment, including WiFi-enabled modems and set-top boxes. The devices concerned are expected under this directive to
protect the network from harm, protect the personal data and privacy of the user and of the subscriber and offer users and
subscribers protection services from fraud.
Due to a Mutual Recognition Agreement established between the E.U. and Switzerland, the Standby Regulation and the
Radio Equipment Directive both apply in Switzerland. Prior to Brexit, the U.K. implemented the Standby Regulation and the
Radio Equipment Directive into national law.
Through the E.U.’s Radio Spectrum Policy Program, certain spectrum has been approved for mobile broadband use. The
terms under which this spectrum becomes available varies among the European countries in which we operate, and certain uses
of this spectrum may interfere with services carried on our cable networks.
Privacy Regulation
In January 2017, the European Commission published a proposal for a revised e-Privacy regulation. Negotiations among
E.U. Member States are still in process, and we cannot predict the ultimate outcome of these negotiations.
In May 2018, the General Data Protection Regulation (GDPR) became effective in the E.U. The GDPR sets strict
standards regarding the handling, use and retention of personal data. Organizations that fail to comply face stiff penalties.
The GDPR applies to the European Economic Area (EEA), which includes the E.U. and a number of other countries, but
does not include the U.K. or Switzerland. When personal data is transferred outside the EEA, special safeguards stemming from
the GDPR, such as the adoption of adequacy decisions and the use of standard contractual clauses (SCCs), are enforced to
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ensure that data is transferred in a protected manner. Adequacy decisions indicate which third countries have sufficiently
similar data protection laws in place to those provided under the GDPR. Transfers to an “adequate” third country is compared
to a transmission of data within the E.U.
On June 28, 2021, the European Commission adopted an adequacy decision for the U.K., as the U.K.’s data protection
system is based on the same GDPR rules that were applicable when the U.K. was an E.U. Member State. However, the
adequacy decision is subject to a “sunset clause”, which establishes the automatic expiration of the decision after four years
from its adoption. The adequacy findings may then be renewed if the U.K. continues to ensure an adequate level of data
protection.
On July 10, 2023, the European Commission adopted the adequacy decision on the E.U.-U.S. Data Privacy Framework,
replacing the Privacy Shield deal which was struck down by the European Court of Justice in July 2020. U.S. companies can
join the E.U.-U.S. Data Privacy Framework by committing to comply with a detailed set of privacy obligations. E.U. citizens
also have access to a number of redress mechanisms in case their personal data is handled in violation of this framework,
including an independent dispute resolution mechanism and a newly created ‘Data Protection Review Court’. The functioning
of this framework is anticipated to be jointly periodically reviewed by the European Commission, European data protection
authorities and competent U.S. authorities. The first review will take place within a year of the entry into force of the adequacy
decision.
When a data transfer involves a third country that has not been granted an adequacy decision, our operations must use
SCCs. The European Commission has issued an implementing decision on new SCCs, under which it makes clear that using
SCCs does not automatically make an international data transfer GDPR compliant. Instead, the parties must perform “transfer
impact assessments” in order to address any possible risks in the data transfer and take supplementary measures. The impact
assessment takes into account matters such as the circumstances of the transfer, the nature of the parties, the personal data
involved and the laws and practices of the country of destination.
A continued flow of personal data from the EEA to Switzerland is ensured by the revised Swiss Data Protection Act
(DPA), which came into force on September 1, 2023. The DPA ensures compatibility with E.U. law and provides for better
protection of personal data, more transparency regarding the processing of data and a strengthening of the individual’s
information rights (e.g., if such individual’s data is processed in a foreign country).
Other Regulations
In addition to the industry-specific regimes discussed above, our operating companies must comply with a range of both
specific and general legislation concerning cybersecurity and consumer protection, among other matters.
With respect to cybersecurity, in 2016, the E.U. adopted a directive on security of network and information systems (NIS
Directive), which provides legal measures to boost the overall level of cybersecurity in the E.U. Our operations in the E.U. do
not fall under the NIS Directive, but a transposition of the Directive in Ireland, Slovakia and the Netherlands has effectively
introduced the NIS Directive concepts into those jurisdictions. The successor to the NIS Directive, a directive on measures for a
high common level of cybersecurity across the E.U. (NIS 2 Directive), was adopted by the E.U. legislature and published on
December 14, 2022. E.U. Member States will have until October 18, 2024 to transpose the directive into their national
legislation. In parallel, the European Commission will work on a number of delegated acts to lay down detailed rules on risk
mitigation and notification measures, which are scheduled for publication by the same date.
The E.U. and U.K. have announced restrictions related to so-called “high risk vendors” (HRVs) in the telecommunications
sector. The E.U. published a “toolbox” of suggested measures for regulating 5G networks, acknowledging the need for a risk
assessment of 5G equipment suppliers and the need to adopt mitigating measures by E.U. governments. Some Member States
are addressing security concerns by identifying individual HRVs in advance, whose equipment should be excluded or limited
for all network operations in the country. Switzerland has not yet adopted a policy position on the matter, but is studying the
matter with a view to the potential adoption of measures in the future.
The U.K.’s recent Telecoms Security Act imposes a new security framework on telecommunication providers and gives the
U.K. government new powers to, among other things, direct telecommunication providers to remove HRVs from their
networks. Similar legislation has also been adopted in the Netherlands and Belgium.
The Digital Markets Act and the Digital Services Act were adopted in September and October 2022, respectively, and will
become effective in 2024. While the Digital Markets Act will have an immaterial impact on our business, under the Digital
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Services Act we will have additional obligations imposed on us, including with respect to periodic reporting, content
moderation and the establishment of points of contact with national authorities and customers.
In February 2022, the European Commission introduced the Data Act, which requires companies to share personal and
non-personal data generated by IoT products with users and third parties, upon the user’s request. The Data Act also requires
companies to share personal and non-personal data with public sector bodies in situations of exceptional need, and imposes
switching and interoperability requirements on cloud services. Negotiations between the European Council and the European
Parliament concluded on June 28, 2023. The Data Act is now subject to formal approval, with provisions coming into effect 20
months after adoption.
The Corporate Sustainability Reporting Directive (CSRD) came into force on January 5, 2023. The CSRD extends and
strengthens the existing rules on non-financial reporting and aims to eventually have the same standards for both sustainability
reporting and financial reporting. Companies will have to report on how sustainability issues affect their business, as well as the
impact of their activities on people and the environment. The CSRD also aims to simplify the reporting process for companies,
providing a single framework for providing information to investors and stakeholders. The first of the reporting requirements
relevant to Liberty Global will apply in 2026 (for fiscal year 2025 reporting), with additional reporting requirements coming
into effect on a staggered basis until 2029.
Our operating companies are also subject to both national and European level regulations on competition and consumer
protection, which are largely regulated under the Code. For example, while our operating companies may offer their services in
bundled packages in European markets, they are sometimes not permitted to make a subscription to one service, such as cable
television, conditional upon a subscription to another service, such as telephony. They may also face restrictions on the degree
to which they may discount certain products included in the bundled packages.
We often undergo close regulatory scrutiny from competition authorities, in particular with respect to proposed business
combinations that often require clearance from the European Commission or national competition authorities, which can block,
impose conditions on or delay an acquisition, disposition or combination, thus possibly hampering our opportunities for growth.
Additional scrutiny is also imposed under the national foreign direct investment screening regimes recently adopted by the U.K.
and by some E.U. Member States. Such regimes allow national governments to review and impose conditions on certain
transactions involving critical infrastructures such as telecommunications. In the event conditions are imposed and we fail to
meet them in a timely manner, the relevant authority or governments may impose fines and, if in connection with a transaction,
may require restorative measures, such as a disposition of assets or divestiture of operations.
One such example of potential close regulatory scrutiny is the E.U. Foreign Subsidies Regulation (FSR). Adopted in
December 2022 and applicable from July 12, 2023, the FSR aims to prevent foreign subsidies from distorting the E.U. internal
market. We may be obligated to file notifications for ex ante review when participating in M&A transactions or in public
tenders. This could bring further regulatory complexity to our transactions, and failure to comply with these obligations could
lead to sanctions.
Belgium
Telenet has been found to have SMP in the wholesale broadband market, obliging it 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 voice as an option. The Belgian NRA has
imposed monthly wholesale cable resale access prices. These rates are expected to evolve over time due to, among other
reasons, broadband capacity usage.
The obligations on Telenet may strengthen its competitors by granting them access to Telenet’s fixed network to offer
competing products and services notwithstanding Telenet’s substantial investments in developing its high-performing fixed
infrastructure. In addition, any access granted to competitors could (i) limit the bandwidth available to Telenet to provide new
or expanded products and services to its customers 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 degree to which competitors take
advantage of the access to Telenet’s network, the rates that Telenet receives for such access and other competitive factors or
market developments.
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Significant Joint Venture Entities
United Kingdom
End of Contract Notifications and Annual Best Tariff Notifications. Specific obligations regarding end of contract and
annual best tariff notifications are imposed by Ofcom on providers. These require the VMO2 JV to (i) alert customers who are
approaching the end of a minimum contract term to the fact that their contract period is coming to an end and to set out the best
new price that the VMO2 JV can offer them and (ii) once a year, alert customers who are out of contract to that fact and again
confirm the best new price the VMO2 JV can offer them. In both cases, the VMO2 JV must also set out the price available to
new customers for an equivalent service offering. These requirements have adversely impacted our and the VMO2 JV’s
revenue since their implementation.
Broadband Expansion. The U.K.’s Telecommunications Infrastructure (Leasehold Property) Act imposes building
regulations that require new housing developments to have gigabit capable access. This new legislation comes as a result of the
U.K. government’s push to encourage greater investment in new digital infrastructure and deliver gigabit capable networks to
approximately 85% of U.K. premises by 2025 and nationwide by 2030.
Netherlands
On July 10, 2023, the Netherlands’ NRA, the Autoriteit Consument & Markt (ACM), published a draft decision of its
analysis of the wholesale fixed access market, concluding that there are five regional markets that are, or tend to be,
competitive. On December 12, 2023, the ACM published its final decision to refrain from further regulation of the wholesale
local access fixed broadband internet market following review by the European Commission. The ACM found that there is
sufficient competition in the telecom market and confirmed its previous position that further regulation of the market is not
currently necessary. This decision to deregulate is mainly based on two factors: (i) the approval of KPN’s commercial offer in a
formal commitment decision by the ACM, which makes KPN’s fiber network open to various providers of telecom service and
allows them to compete effectively at the retail level and (ii) the announcements of fiber roll-out plans by network operators
which will likely cover all geographic areas of the Netherlands within the next five years.
The ACM also adopted a final decision rejecting YouCa’s request for symmetric access to non-replicable network assets of
VodafoneZiggo's cable network in Amsterdam, as it was deemed not proportionate.
Available Information
All our filings with the U.S. Securities and Exchange Commission (the SEC), including our Annual Reports on Form 10-
K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as well as amendments to such filings, are available on
our internet website free of charge generally within 24 hours after we file such material with the SEC. Our website address is
www.libertyglobal.com. The information on our website is not part of this Annual Report and is not incorporated by reference
herein. The SEC also maintains a website address at www.sec.gov that contains reports, proxy and information statements and
other information regarding issuers that file electronically with the SEC.
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Item 1A. RISK FACTORS
In addition to the other information contained in this Annual Report, you should consider the following risk factors in
evaluating our results of operations, financial condition, business and operations or an investment in the shares of our company.
The risk factors described in this section have been separated into four groups:
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•
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risks that relate to the competition we or our affiliates face and the technology used in our businesses;
risks that relate to operating in overseas markets and being subject to foreign regulation;
risks that relate to certain financial matters; and
other risks, including risks that, among other things, relate to the obstacles that may be faced by anyone who may seek
to acquire us.
Although we describe below and elsewhere in this Annual Report the risks we consider to be the most material, there may
be other unknown or unpredictable economic, business, competitive, regulatory or other factors that also could have material
adverse effects on our results of operations, financial condition, business or operations in the future. In addition, past financial
performance may not be a reliable indicator of future performance and historical trends should not be used to anticipate results
or trends in future periods.
If any of the events described below, individually or in combination, were to occur, our businesses, prospects, financial
condition, results of operations and/or cash flows could be materially adversely affected.
Factors Relating to Competition and Technology
We operate in increasingly competitive markets, and there is a risk that we will not be able to effectively compete with
other service providers. The markets for broadband internet, video, telephony and mobile services are highly competitive. In
the provision of video services, we face competition from FTA and digital terrestrial television (DTT) broadcasters, video
provided via satellite platforms, networks using DSL, VDSL or vectoring technology, multi-channel multi-point distribution
system operators, FTTx networks, OTT video service providers and, in some countries where parts of our systems are overbuilt,
cable networks, among others. Our operating businesses are facing increasing competition from video services provided by, or
over the networks of, incumbent telecommunications operators and other service providers. As the availability and speed of
broadband internet increases, we also face competition from OTT video content providers utilizing our or our competitors’
high-speed internet connections. In the provision of telephony and broadband internet services, we are experiencing increasing
competition from the incumbent telecommunications operators and other service providers in each country in which we operate,
including for both retail and wholesale products and services, as well as providers of mobile voice and data. The incumbent
telecommunications operators typically dominate the market for these services and have the advantage of nationwide networks
and greater resources than we have to devote to the provision of these services. Many of the incumbent operators offer double-
play, triple-play and quad-play bundles of services. In many countries, we also compete with other operators using local loop
unbundling to provide these services, other facilities-based operators and wireless providers. Developments in DSL as well as
investments into FTTx technology by the incumbent telecommunications operators and alternative providers have improved the
attractiveness of our competitors’ products and services and strengthened their competitive position. Developments in wireless
technologies, such as 5G and FWA, are creating additional competitive challenges.
In some of our markets, national and local government agencies may seek to become involved, either directly or indirectly,
in the establishment of FTTx networks, DTT systems or other communications systems. While we intend to pursue available
options to restrict such involvement or to ensure that such involvement is on commercially reasonable terms, there can be no
assurance that we will be successful in these pursuits. As a result, we may face competition from entities not requiring a normal
commercial return on their investments. In addition, we may face more vigorous competition than would have been the case if
there was no government involvement.
We expect the level and intensity of competition to continue to increase from both existing competitors and the influx of
new market entrants as a result of changes in the regulatory framework of the industries in which we operate, as well as
strategic alliances and cooperative relationships among industry participants. Increased competition could result in increased
customer churn, reductions of customer acquisition rates for some products and services and significant price and promotional
competition in our markets. In combination with difficult economic environments, these competitive pressures could adversely
impact our ability to increase or, in certain cases, maintain the revenue, average revenue per RGU or mobile subscriber, as
applicable (ARPU), RGUs, mobile subscribers, Adjusted EBITDA (as defined in note 19 to our consolidated financial
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statements included in Part II of this Annual Report on Form 10-K), Adjusted EBITDA margins, liquidity and other financial
and operational metrics of our operating segments.
Changes in technology may limit the competitiveness of and demand for our services. Technology in the video,
telecommunications and data services industries is changing rapidly, including advances in current technologies and the
emergence of new technologies. New technologies, products and services may impact consumer behavior and therefore demand
for our products and services. The ability to anticipate changes in technology and consumer tastes and to develop and introduce
new and enhanced products and services on a timely basis will affect our ability to continue to grow, increase our revenue and
number of subscribers and remain competitive. New products and services, once marketed, may not meet consumer
expectations or demand, can be subject to delays in development or may fail to operate as intended. A lack of market
acceptance of new products and services that we may offer, or the development of significant competitive products or services
by others, could have a material adverse impact on our financial and operational results.
Our significant property and equipment additions may not generate a positive return. Significant additions to our
property and equipment are, or in the future may be, required to add customers to our networks and to upgrade or expand our
broadband communications networks and upgrade CPE to enhance our service offerings and improve the customer experience.
Additions to our property and equipment require significant capital expenditures for equipment and associated labor costs to
build out and/or upgrade our networks, as well as for related CPE. Additionally, significant competition, the introduction of
new technologies, the expansion of existing technologies, such as FTTx and advanced DSL technologies, the impact of natural
disasters or adverse regulatory developments could cause us to decide to undertake previously unplanned builds or upgrades of
our networks and CPE.
No assurance can be given that any newbuilds, rebuilds, acquisitions, upgrades or extensions of our network will increase
penetration rates, increase ARPU or otherwise generate positive returns as anticipated, or that we will have adequate capital
available to finance such newbuilds, rebuilds, upgrades, acquisitions or extensions. Additionally, costs related to our property
and equipment additions could end up being greater than originally anticipated or planned. If this is the case, we may require
additional financing sooner than anticipated, we may have to divert funding from other planned projects or we may have to
delay or abandon some or all of our development and expansion plans or otherwise forego market opportunities. Additional
financing may not be available on favorable terms, if at all, and our ability to incur additional debt on favorable terms or at all
will be limited by our debt agreements. If we are unable to, or elect not to, pay for costs associated with adding new customers,
expanding, extending or upgrading our networks or making our other planned or unplanned additions to our property and
equipment, or are delayed in making such investments, our growth could be limited and our competitive position could be
harmed.
We depend almost exclusively on our relationships with third-party programming providers and broadcasters for
programming content, and a failure to acquire a wide selection of popular programming on acceptable terms could
adversely affect our business. The success of our video subscription business depends, in large part, on our ability to provide a
wide selection of popular programming to our subscribers. In general, we do not produce our own content, and we depend on
our agreements, relationships and cooperation with public and private broadcasters, global and regional app providers, rights
holders and collective rights associations to obtain such content. If we fail to obtain a diverse array of popular programming for
our pay video services, including a sufficient selection of non-linear content (such as a selection of attractive VoD content) and
rights for ancillary services such as DVR and catch-up or 'Replay' services, on satisfactory terms, we may not be able to offer a
compelling video product to our customers at a price they are willing to pay. Additionally, we are frequently negotiating and
renegotiating programming agreements and our annual costs for programming can vary. There can be no assurance that we will
be able to renegotiate or renew the terms of our programming agreements on acceptable terms, or at all. There has also been a
rise in the number of direct-to-consumer offerings from content owners which impacts negotiations and the content, rights
available and restrictions imposed on us. Programming and copyright costs represent a significant portion of our operating costs
and are subject to price rises in future periods due to various factors, including (i) higher costs associated with the expansion of
our digital video content, including rights associated with ancillary product offerings and rights that provide for the broadcast of
live sporting events, and (ii) rate increases, including as a result of inflationary pressures.
If we are unable to obtain or retain attractively priced, competitive content, demand for our existing and future video
services could decrease, thereby limiting our ability to attract new customers, maintain existing customers and/or migrate
customers from lower-tier programming to higher-tier programming, thereby inhibiting our ability to execute our business
plans. Furthermore, we may be placed at a competitive disadvantage if certain of our competitors obtain exclusive programming
rights, particularly with respect to popular sports and movie programming.
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We depend on third-party suppliers and licensors to supply necessary equipment, software and certain services required
for our businesses. We rely on third-party vendors for the equipment, software and services that we require in order to provide
services to our customers. Our suppliers often conduct business worldwide and their ability to meet our needs is subject to
various risks, including political and economic instability, natural calamities, interruptions in transportation or supply chain
systems, terrorism and labor issues. As a result, we may not be able to obtain the equipment, software and services required for
our businesses on a timely basis or on satisfactory terms. Any shortfall in CPE could lead to delays in completing extensions or
upgrades to our networks and in connecting customers to our services and, accordingly, could adversely impact our ability to
maintain or increase our RGUs, revenue and cash flows. Also, if demand exceeds the suppliers’ and licensors’ capacity or if
they experience financial difficulties, the ability of our businesses to provide some services may be materially adversely
affected, which in turn could affect our businesses’ ability to attract and retain customers. Previously, we have experienced
certain business disruptions due to the recent worldwide silicon shortage, which has increased, and may continue to increase,
the delivery lead times and pricing of certain of our key components. We cannot predict what future disruptions to our business
in relation to any further silicon and related component issues. Although we actively monitor the creditworthiness of our key
third-party suppliers and licensors, the financial failure of a key third-party supplier or licensor could disrupt our operations and
have an adverse impact on our revenue and cash flows. We rely upon intellectual property that is owned or licensed by us to use
various technologies, conduct our operations and sell our products and services. Legal challenges could be made against our use
of our or our licensed intellectual property rights (such as trademarks, patents and trade secrets) and we may be required to
enter into licensing arrangements on unfavorable terms, incur monetary damages or be enjoined from use of the intellectual
property rights in question.
Spectrum cost and availability and regulation may adversely affect our business, financial condition and operating
results. As we continue to enhance the quality of our services in certain geographic areas and deploy new technologies,
including 5G, we may need to acquire additional spectrum in the future. As a result, we will continue to actively seek to make
additional investment in spectrum, which could be significant.
The continued interest in, and acquisition of, spectrum by existing carriers and others may reduce our ability to acquire, and
increase the acquisition cost of, spectrum in the secondary market or negatively impact our ability to gain access to spectrum
through other means, including government auctions. Our return on investment in spectrum depends on our ability to attract
additional customers and to provide additional services and usage to existing customers. Additionally, applicable regulatory
bodies may not be able to provide sufficient additional spectrum to auction. We may also be unable to secure the spectrum
necessary to maintain or enhance our competitive position in auctions or in the secondary market on favorable terms or at all.
Certain regulatory bodies may impose conditions on the acquisition or use of new wireless broadband mobile spectrum that
may negatively impact our ability to obtain spectrum economically or in appropriate configurations or coverage areas.
If we cannot acquire needed spectrum, if competitors acquire spectrum that allows them to provide competitive services or
if we cannot deploy services over acquired spectrum on a timely basis without burdensome conditions, at reasonable costs, or
while maintaining network quality levels, our ability to attract and retain customers and our business, financial condition and
operating results could be materially adversely affected.
Certain of our businesses that offer mobile telephony and data services rely on the radio access networks of third-party
wireless network providers to carry our mobile communications traffic. Our services to mobile customers in Ireland rely on
the use of an MVNO arrangement, currently with Three (Hutchison), whereby we utilize the radio access networks of a third-
party wireless network provider to carry our mobile communications traffic. If our MVNO arrangement is terminated, or if
Three (Hutchison) fails to provide the services required under our MVNO arrangement, or if it fails to deploy and maintain its
network and we are unable to find a replacement network operator on a timely and commercially reasonable basis, or at all, we
could be prevented from continuing the mobile services relying on such MVNO arrangement. Additionally, as our MVNO
arrangement comes to term, we may not be able to renegotiate renewal or replacement MVNO arrangements on the same or
more favorable terms.
Failure in our or third-party technology or telecommunications systems, leakage of sensitive customer data or security
breaches could significantly disrupt our operations, reduce our customer base and result in fines, litigation or lost revenue.
Our success depends, in part, on the continued and uninterrupted performance of our information technology and network
systems, including internet sites, data hosting and processing facilities and other hardware, software and technical applications
and platforms, as well as our customer service centers. Some of these are managed, hosted, provided or used by third-party
service providers or their vendors, to assist in conducting our business. In addition, the hardware supporting a large number of
critical systems for our cable network in a particular country or geographic region is housed in a relatively small number of
locations. Our and our third-party service providers’ systems and equipment (including our routers and set-top boxes) are
vulnerable to damage or security breach from a variety of sources, including telecommunications failures, power loss (such as
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blackouts or brownouts), malicious human acts, security flaws and natural disaster or extreme weather events (including
heatwaves, large storms and floods, whether or not arising from short-term or long-term changes in weather patterns).
Moreover, despite our security measures, unauthorized parties may gain access to or disrupt our or our third-party service
providers’ servers, systems and equipment by, among other things, hacking into our servers, systems and equipment or those of
our third-party service providers through fraud, computer viruses, worms, phishing, physical or electronic break-ins or
burglaries or errors by our or our third-party service providers’ employees. We and our third-party service providers may not be
able to anticipate or respond in an adequate and timely manner to attempts to obtain unauthorized access to, disable or degrade
our or our third-party service providers’ systems because the techniques for doing so change frequently, are increasingly
complex and sophisticated and are difficult to detect for periods of time. In addition, as discussed further below, the security
measures and procedures we and our third-party service providers have in place to protect personal data and other information
may not be sufficient to counter all data security breaches, cyber-attacks or system failures. In some cases, mitigation efforts
may depend on third parties who may not deliver products or services that meet the required contractual standards or whose
hardware, software or network services may be subject to error, defect, delay or outage.
Through our operations, sales and marketing activities, we collect and store certain personal information related to our
customers. This may include phone numbers, drivers license numbers, contact preferences, personal information stored on
electronic devices and payment information, including credit and debit card data. We also gather and retain information about
employees in the normal course of business. In certain circumstances, where it is lawful to do so, we may share information
about such persons with third-party service providers that assist with certain aspects of our business. Unauthorized parties may
attempt to gain access to such data and information directly from us or through those third parties using the same methods
described in the prior paragraph. As a result, data and information we gather could be subject to misappropriation, misuse,
leakage, falsification or accidental release or loss of information maintained in our information technology systems and
networks or those of our third-party service providers, including customer and personnel data. As a result of the increasing
awareness concerning the importance of safeguarding personal information, the potential misuse of such information and
legislation that has been adopted or is being considered in the U.S. and across some or all of our markets regarding the
protection, privacy and security of personal information, information-related risks are increasing, particularly for businesses like
ours that handle a large amount of personal data. Failure to comply with these data protection laws may result in, among other
consequences, fines, litigation or regulatory actions by applicable authoritative bodies.
Despite the precautions we have taken, unanticipated problems affecting our systems and equipment could cause business
disruptions, such as failures in our information technology systems, disruption in the transmission of signals over our networks,
unauthorized access to the data and information we gather or similar problems. Further, although we devote significant
resources to our cybersecurity programs and have implemented security measures to protect our systems and data, and to
prevent, detect and respond to data security incidents, there can be no assurance that our efforts will prevent these threats. Any
disruptive situation that causes loss, misappropriation, misuse or leakage of data could damage our reputation and the
credibility of our operating companies and could subject us to potential liability, including litigation or other legal actions
against us, the imposition of penalties, fines, fees or liabilities, which may not be covered by our insurance policies, and lost
customers or revenue. Our cyber liability insurance (including third-party liability and first-party liability) may not be sufficient
to protect against all of our businesses’ losses from any future disruptions or breaches of their systems or other events as
described above. Also, a cybersecurity breach and the changing cybersecurity landscape could require us to devote significant
management resources to address the problems associated with the breach and to expend significant additional resources to
upgrade further the security measures we employ to protect customer, employee and other personal information against cyber-
attacks and other wrongful attempts to access such information, which could result in a disruption of our operations. This
includes additional infrastructure capacity spending to mitigate any system degradation and the reallocation of resources from
development activities. To date, other than the non-permitted access of certain legacy Virgin Media databases in February of
2020, we have not been subject to cyberattacks or network disruptions that, individually or in the aggregate, have been material
to our operations or financial condition. Although we have not detected another material security breach or cybersecurity
incident to date, we have been the target of events of this nature and expect to be subject to similar attacks in the future.
Factors Relating to Operations and Regulation
Our businesses are conducted almost exclusively outside of the U.S., which gives rise to numerous operational risks.
Our businesses operate almost exclusively in countries outside of the U.S. and are subject to the following inherent risks:
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fluctuations in foreign currency exchange rates;
difficulties in staffing and managing international operations;
potentially adverse tax consequences;
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export and import restrictions, custom duties, tariffs and other trade barriers;
increases in taxes and governmental fees;
economic and political instability; and
changes in foreign and domestic laws and policies that govern operations of foreign-based companies.
Operational risks that we may experience in certain countries include disruptions of services or loss of property or
equipment that are critical to overseas businesses due to expropriation, nationalization, war, insurrection, terrorism or general
social or political unrest.
Legislation enacted in Bermuda as to economic substance may affect our operations. Pursuant to the Economic
Substance Act 2018 of Bermuda, as amended (the ES Act), a registered entity, other than an entity which is resident for tax
purposes in certain jurisdictions outside Bermuda that carries on as a business any one or more of the “relevant activities”
referred to in the ES Act, must comply with economic substance requirements. The ES Act may require in-scope Bermuda
entities which are engaged in such “relevant activities” to be directed and managed in Bermuda have an adequate level of
qualified employees in Bermuda, incur an adequate level of annual expenditure in Bermuda, maintain physical offices and
premises in Bermuda or perform core income-generating activities in Bermuda. The list of “relevant activities” includes
carrying on any one or more of banking, insurance, fund management, financing, leasing, headquarters, shipping, distribution
and service center, intellectual property and holding entities.
To the extent we are conducting a relevant activity, we believe it will be the relevant activity of a “holding entity” within
the meaning of the ES Act and we should only be subject to minimum economic substance requirements under the ES Act and
related regulations. However, if we are deemed to be carrying on another “relevant activity,” other than that of a holding entity,
we may be required to increase our substance in Bermuda in response to requirements imposed by the ES Act and related
regulations. This could result in additional costs that could adversely affect our financial condition or results of operations.
We are exposed to foreign currency exchange rate risk. We are exposed to foreign currency exchange rate risk with
respect to our consolidated debt in situations where our debt is denominated in a currency other than the functional currency of
the operations or assets whose cash flows support our ability to repay or refinance such debt. Although we generally match the
denomination of our and our subsidiaries’ borrowings with the functional currency of the operations or assets that are
supporting the respective borrowings, market conditions or other factors may cause us to enter into borrowing arrangements
that are not denominated in the functional currency of the underlying operations (unmatched debt). In these cases, our policy is
to provide for an economic hedge against foreign currency exchange rate movements by using derivative instruments to
synthetically convert unmatched debt into the applicable underlying currency. At December 31, 2023, substantially all of our
debt was either directly or synthetically matched to the applicable functional currencies of the underlying operations.
We are also exposed to foreign currency exchange rate risk with respect to our cash and cash equivalents and investments
held under separately-managed accounts (SMAs). A substantial portion of our cash and cash equivalents is held in U.S. dollars,
but we hold balances in other currencies reflecting the operational and strategic needs of the company. The investments held
under SMAs are generally in U.S. dollars, and any instruments denominated in a foreign currency are generally hedged back to
the U.S. dollar.
In addition, we are exposed to foreign currency risk to the extent that we enter into transactions denominated in currencies
other than our or our subsidiaries’ respective functional currencies (non-functional currency risk), such as equipment purchases,
programming contracts, notes payable and notes receivable (including intercompany amounts). Changes in exchange rates with
respect to amounts recorded on our consolidated balance sheets related to these items will result in unrealized (based upon
period-end exchange rates) or realized foreign currency transaction gains or losses upon settlement of the transactions.
Moreover, to the extent that our revenue, costs and expenses are denominated in currencies other than our respective functional
currencies, we will experience fluctuations in our revenue, costs and expenses solely as a result of changes in foreign currency
exchange rates. Generally, we will consider hedging non-functional currency risks when the risks arise from agreements with
third parties that involve the future payment or receipt of cash or other monetary items to the extent that we can reasonably
predict the timing and amount of such payments or receipts and the payments or receipts are not otherwise hedged. In this
regard, we have entered into foreign currency forward contracts to hedge certain of these risks. For additional information
concerning our foreign currency forward contracts, see note 8 to our consolidated financial statements included in Part II of this
Annual Report on Form 10-K.
We are also exposed to unfavorable and potentially volatile fluctuations of the U.S. dollar (our reporting currency) against
the currencies of our operating subsidiaries when their respective financial statements are translated into U.S. dollars for
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inclusion in our consolidated financial statements. Cumulative translation adjustments are recorded in accumulated other
comprehensive earnings or loss as a separate component of equity. Any increase (decrease) in the value of the U.S. dollar
against any foreign currency that is the functional currency of one of our operating subsidiaries will cause us to experience
unrealized foreign currency translation losses (gains) with respect to amounts already invested in such foreign currencies.
Accordingly, we may experience a negative impact on our comprehensive earnings or loss and equity with respect to our
holdings solely as a result of foreign currency translation. Our primary exposure to foreign currency translation risk during the
three months ended December 31, 2023 was to the euro and Swiss franc, as 55.1% and 46.7% of our reported revenue during
the period was derived from subsidiaries whose functional currencies are the euro and Swiss franc, respectively. In addition, our
reported operating results are impacted by changes in the exchange rates for other local currencies in Europe. We do not hedge
against the risk that we may incur non-cash losses upon the translation of the financial statements of our subsidiaries and
affiliates into U.S. dollars.
Our businesses are subject to risks of adverse regulation. Our businesses are subject to the unique regulatory regimes of
the countries in which they operate. Broadband internet, video distribution, telephony and mobile services are subject to
licensing or registration eligibility rules and regulations, which vary by country. Countries in which we operate may adopt laws
and regulations regarding electronic commerce, which could dampen the growth of the internet services being offered and
developed by our businesses. In a number of countries, our ability to increase prices for or change our services, including the
programming packages we offer, is limited by regulation or conditions imposed by competition authorities, is subject to review
by regulatory authorities or is subject to termination rights of customers. More significantly, regulatory authorities may require
us, particularly if we are deemed to possess SMP or there are significant economic or physical replicability barriers, to grant
third parties access to our networks, facilities or services to distribute their own services or resell our services to end customers.
Consequently, our businesses must adapt their ownership and organizational structures as well as their pricing and service
offerings to satisfy the rules and regulations to which they are subject. A failure to comply with applicable rules and regulations
could result in penalties, restrictions on our business, loss of required licenses or other adverse conditions.
Adverse changes in rules and regulations could:
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impair our ability to use our networks in ways that would generate maximum revenue and Adjusted EBITDA;
create a shortage of capacity on our networks, which could limit the types and variety of services we seek to provide
our customers;
impact our ability to access spectrum for our mobile services;
strengthen our competitors by granting them access and lowering their costs to enter into our markets; and
significantly and adversely impact our results of operations.
Businesses, including ours, that offer multiple services, such as video distribution as well as internet, telephony, and/or
mobile services, or that are vertically integrated and offer both video distribution and programming content, often face close
regulatory scrutiny from competition authorities. This is particularly the case with respect to any proposed business
combinations, which often require clearance from the European Commission or national competition authorities, which can
block, impose conditions on or delay an acquisition, thus possibly hampering our opportunities for growth. Additional scrutiny
is also imposed under the national foreign direct investment screening regimes recently adopted by the U.K. and some E.U.
Member States, which allow national governments to review and impose conditions on certain transactions involving critical
infrastructures such as telecommunications. In the event conditions are imposed and we fail to meet them in a timely manner,
the relevant authority or governments may impose fines and, if in connection with a transaction, may require restorative
measures, such as a disposition of assets or divestiture of operations.
For information on certain other regulatory developments that could adversely impact our results of operations in future
periods, see Legal and Regulatory Proceedings and Other Contingencies in note 18 to our consolidated financial statements
included in Part II of this Annual Report on Form 10-K.
New and existing legislation, and interpretations thereof, may significantly alter the regulatory regimes applicable to us,
which could adversely affect our competitive position and profitability, and we may become subject to more extensive
regulation, particularly if we are deemed to possess significant market power in any of the markets in which we operate.
Significant changes to the existing regulatory regimes applicable to the provision of internet, video, telephony and mobile
services have been and are still being introduced. For example, in the E.U., the Code is the primary source of communications
regulation affecting our E.U. businesses, including access, user and privacy rights, video must-carry services and our
competitive activities. The U.K. and Switzerland have systems that largely reflect the principles of the E.U. In addition, we are
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subject to regular review by national regulatory authorities in the E.U. and the U.K. concerning whether we exhibit SMP. A
finding of SMP can result in our company becoming subject to open access, pricing and other requirements that could
potentially advantage our competitors. This has resulted, for example, in obligations with respect to call termination for our
telephony business in Europe and video and broadband internet access obligations in Belgium.
If any laws, regulations or rules are enacted or reinterpreted so as to expand the regulation of our products and services or
our disclosure obligations, they could affect our operations or require significant expenditures. For example, a certain number
of our business operations will become subject to corporate responsibility reporting obligations pursuant to the CSRD in the
coming years. We cannot predict future developments in these areas, and any changes to the regulatory framework for our
products and services or our disclosure obligations could have a negative impact on our business and results of operations. A
certain number of our operations will become subject to reporting obligations under the CSRD as of January 1, 2024.
The U.K.’s departure from the E.U. could have a material adverse effect on our business, financial condition, results of
operations or liquidity. The U.K. formally exited the E.U. on January 31, 2020, and on December 24, 2020, entered into the
E.U.-U.K. Agreement. For more information regarding the E.U.-U.K. Agreement, see the Item 1. Business - Regulatory Matters
- Overview discussion above. Examples of the potential impact Brexit has had, and may continue to have, on our business,
financial condition or results of operations include:
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changes in foreign currency exchange rates and disruptions in the capital markets. For example, a sustained period of
weakness in the British pound sterling or the euro could have an adverse impact on our liquidity, including our ability
to fund repurchases of our equity securities and other U.S. dollar-denominated liquidity requirements;
shortages of labor necessary to conduct our business;
disruption to our U.K. supply chain and related increased cost of supplies;
a weakened U.K. economy resulting in decreased consumer demand for our products and services in the U.K.;
legal uncertainty, increased compliance costs and potentially divergent national laws and regulations as the U.K.
determines which E.U. laws and directives to replace or replicate, or where previously implemented by enactment of
U.K. laws or regulations, to retain, amend or repeal; and
various geopolitical forces may impact the global economy and our business, including, for example, other E.U.
Member States (in particular those Member States where we have operations) proposing referendums to, or electing to,
exit the E.U.
We cannot be certain that we will be successful with respect to acquisitions, dispositions, joint ventures, partnerships or
other similar transactions, or that we will achieve the anticipated benefits thereof. Historically, our businesses have grown, in
part, through selective acquisitions that enabled them to take advantage of existing networks, local service offerings and region-
specific management expertise, and we have also taken advantage of attractive opportunities to sell select businesses and
partner with others. We expect to seek to continue improving our company through attractive acquisitions, dispositions, joint
ventures, partnerships or other similar transactions in select markets, such as, the sale of UPC Poland in April 2022, the Telenet
Tower Sale in June 2022 and the Telenet Takeover Bid in October 2023, as well as the formations of the VMO2 JV in June
2021, the AtlasEdge JV in September 2021 and the nexfibre JV in December 2022 and the creation of Wyre by Telenet and
Fluvius in July 2023. Our ability to complete any transaction may be limited by many factors, including government regulation,
availability of financing, our or our counterparty’s debt covenants, the prevalence of complex ownership structures among
potential targets, acquirers, joint ventures or partners, disapproval by shareholders of potential targets or acquirers, and
competition from other potential acquirers, including private equity funds. Even if we are successful in completing such
transactions, integration and separation activities may present significant costs and challenges. We cannot be assured that we
will be successful with respect to acquisitions, dispositions, joint ventures, partnerships or other similar transactions or realizing
the anticipated benefits thereof.
In addition, we anticipate that most companies acquired by us will be located outside the U.S. Foreign companies may not
have disclosure controls and procedures or internal controls over financial reporting that are as thorough or effective as those
required by U.S. securities laws and applicable accounting rules. While we intend to conduct appropriate due diligence and to
implement appropriate controls and procedures as we integrate acquired companies, we may not be able to certify as to the
effectiveness of these companies’ disclosure controls and procedures or internal controls over financial reporting until we have
fully integrated them.
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The expected synergies and benefits from our acquisitions and joint ventures may not be realized in the amounts
anticipated or may not be realized within the expected time frame, and risks associated with the foregoing may also result
from the extended delay in the integration of the companies. Our ability to realize the anticipated benefits of our acquisitions
and joint ventures will depend, to a large extent, on our ability to integrate our businesses and the acquired or joint venture
company’s business in a manner that facilitates growth opportunities and achieves the projected cost savings. In addition, some
of the anticipated synergies are not expected to occur for some time following the completion of such acquisitions and joint
ventures and will require substantial capital expenditures before realizing some of those synergies.
Public health crises and other geopolitical or macroeconomic events may delay, reduce or eliminate some of our anticipated
synergies and other benefits, including a delay in the integration of, or inability to integrate, the business that we acquire or
partner with. Even if we are able to integrate successfully, the anticipated benefits of such transactions, including the expected
synergies and network benefits, may not be realized fully or at all or may take longer to realize than expected.
We have incurred substantial expenses as a result of completing our various acquisitions and joint ventures. We expect that
substantial additional expenses will need to be incurred in order to integrate the businesses, operations, policies, and
procedures. While we have assumed that a certain level of transaction-related expenses will be incurred, factors beyond our
control could affect the total amount or the timing of these expenses. Many of the expenses that will be incurred, by their
nature, are difficult to estimate accurately. These expenses could exceed the costs historically borne by us and offset, in whole
or in part, the expected synergies.
Our integration efforts may not be executed successfully, or such integration may be more difficult, time consuming or
costly than expected. Operating costs, customer loss and business disruption, including maintaining relationships with
employees, customers, suppliers or vendors, may be greater than expected. The combination of independent businesses is
complex, costly and time-consuming, and may divert significant management attention and resources. This process may disrupt
our business or otherwise impact our ability to compete. The overall combination of our and the businesses of those companies
that we acquire or partner with may also result in material unanticipated problems, expenses, liabilities, competitive responses
and impacts and loss of customers and other business relationships. The difficulties of combining the operations of the
companies include, among others:
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diversion of management attention to integration matters;
difficulties in integrating operations and systems, including intellectual property and communications systems,
administrative and information technology infrastructure, and supplier and vendor arrangements;
challenges in conforming standards, controls, procedures and accounting and other policies;
alignment of key performance measurements may result in a greater need to communicate and manage clear
expectations while we work to integrate and align policies and practices;
difficulties in integrating employees;
the transition of management to the combined company management team, and the need to address possible
differences in corporate cultures, management philosophies and compensation structures;
challenges in retaining existing customers and obtaining new customers;
compliance with government regulations;
known or potential unknown liabilities of the acquired businesses that are larger than expected; and
other potential adverse consequences and unforeseen increased expenses or liabilities associated with the applicable
transaction.
Additionally, uncertainties over the integration process could cause customers, suppliers, distributors, dealers, retailers and
others to seek to change or cancel our existing business relationships or to refuse to renew existing relationships. Suppliers,
distributors and content and application providers may also delay or cease developing new products for us that are necessary for
the operations of our business due to uncertainties or lack of available resources. Competitors may also target our existing
customers by highlighting potential uncertainties and integration difficulties.
Some of these factors are outside our control, and any one of them could result in lower revenues, higher costs and
diversion of management time and energy, which could adversely impact our business, financial condition and operating
results. In addition, even if the integration is successful, the full benefits of our acquisitions and partnerships including, among
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others, the synergies, cost savings or sales or growth opportunities may not be realized. As a result, it cannot be assured that we
will realize the full benefits expected from such transactions within the anticipated time frames or at all.
Certain operations are conducted by joint ventures that we cannot operate solely for our benefit. Certain of our
operations, particularly the VMO2 JV in the U.K. and the VodafoneZiggo JV in the Netherlands, are conducted through joint
ventures or partnerships. We share ownership and management of these joint venture with one or more parties who may or may
not have the same goals, strategies, priorities or resources as we do. In general, joint ventures are intended to be operated for the
benefit of all co-owners, rather than for our exclusive benefit. Operating a business as a joint venture often requires additional
organizational formalities as well as time-consuming procedures for sharing information, accounting and making decisions. In
certain cases, our joint venture partners must agree in order for the applicable joint venture to take certain actions. Our inability
to take unilateral action that we believe is in our best interests may have an adverse effect on the financials or performance of
the joint venture and the return on our investment. In joint ventures, we believe our relationship with our co-owners is an
important factor to the success of the joint venture, and if a co-owner changes, our relationship may be adversely affected. In
addition, the benefits from a successful joint venture are shared among the co-owners, so that we do not receive all the benefits
from our successful joint ventures.
Our interests in the VodafoneZiggo JV and the VMO2 JV are held pursuant to Shareholders Agreements that contain
provisions relating to governance as well as transfer and exit rights, which, depending on the circumstances, may not be in
the best interest of our company. Our noncontrolling interests in the VodafoneZiggo JV and the VMO2 JV are held pursuant to
shareholders’ agreements (each a Shareholders Agreement), which provides the terms of the governance of the
VodafoneZiggo JV and the VMO2 JV, as applicable, including among others, decision-making processes, information access,
dividend policies and non-compete provisions. These provisions may prevent the VodafoneZiggo JV or the VMO2 JV, as
applicable, from making decisions or taking actions that would protect or advance the interests of our company, and could even
result in the VodafoneZiggo JV or the VMO2 JV, as applicable, making decisions or taking actions that adversely impact our
company. Further, our ability to access the cash of the VodafoneZiggo JV or the VMO2 JV, as applicable, pursuant to the
dividend policy contained in the Shareholders Agreements may be restricted in certain circumstances. The Shareholders
Agreements also provide for restrictions on the transfer of interests in the VodafoneZiggo JV and the VMO2 JV, as applicable,
which could adversely affect our ability to sell our interest in the VodafoneZiggo JV or the VMO2 JV, as applicable, and/or the
prices at which our interest may be sold, as well as certain exit arrangements, which could force us to sell our interest. For
additional information on the VodafoneZiggo JV or the VMO2 JV and their respective Shareholders Agreement, see note 7 to
our consolidated financial statements included in Part II of this Annual Report on Form 10-K.
We may have exposure to additional tax liabilities. We are subject to income taxes as well as non-income based taxes,
such as value-added taxes (VAT) in the U.K., the U.S. and many other jurisdictions around the world. In addition, most tax
jurisdictions that we operate in have complex and subjective rules regarding the valuation of intercompany services, cross-
border payments between affiliated companies and the related effects on income tax, VAT and transfer tax. Significant
judgment is required in determining our worldwide provision for income taxes and other tax liabilities. In the ordinary course of
our business, there are many transactions and calculations where the ultimate tax determination is uncertain. We are regularly
under audit by tax authorities in many of the jurisdictions in which we operate. These audits may lead to disputes with tax
authorities which may result in litigation. Although we believe that our tax estimates are reasonable, any material differences as
a result of final determinations of tax audits or tax disputes could have an adverse effect on our financial position and results of
operations in the period or periods for which such determination is made.
We are subject to changing tax laws, treaties and regulations in and between the countries in which we operate, including
treaties between and among the U.K., the U.S. and many other jurisdictions in which we have a presence. Also, various income
tax proposals in the jurisdictions in which we operate could result in changes to the existing laws on which our deferred taxes
are calculated. A change in these tax laws, treaties or regulations, or in the interpretation thereof, could result in a materially
higher income or non-income tax expense, and any such material changes could cause a material change in our effective tax
rate. In this regard, there have been significant changes or proposed changes to the tax laws in numerous jurisdictions in which
we operate, the impacts of which have been reflected accordingly in our financial statements. These changes have resulted in
various initiatives that require the sharing of company financial and operating information with taxing authorities on a local or
global basis. This may lead to greater audit scrutiny of profits earned in other countries as well as disagreements between
jurisdictions associated with the proper allocation of profits between jurisdictions. Broadly, we are subject to tax laws in the
jurisdictions where we have operations, a presence and where we are legally incorporated. In considering these factors and
others, it is possible that taxing authorities of the jurisdictions we operate in and taxing authorities of other different
jurisdictions may claim that we are a tax resident of such other countries, which could result in additional operational and
financial complications for us.
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The “Virgin” brand is used by certain of our consolidated subsidiaries and nonconsolidated joint ventures under
licenses from Virgin Enterprises Limited and is not under the control of such subsidiaries. The activities of the group of
companies utilizing the “Virgin” brand and other licensees could have a material adverse effect on the goodwill of
customers towards our business as a licensee, and the licenses from Virgin Enterprises Limited can be terminated in certain
circumstances. The “Virgin” brand is integral to the corporate identity of certain of our consolidated subsidiaries and the
VMO2 JV that utilize such brand. Such entities are reliant on the general goodwill of consumers towards the “Virgin” brand.
Consequently, adverse publicity in relation to the group of companies utilizing the “Virgin” brand or its principals, particularly
Sir Richard Branson, who is closely associated with the brand, or in relation to another licensee of the “Virgin” name and logo
(particularly in the U.K., where the VMO2 JV does business) could have a material adverse effect on our reputation and our
business and results of operations. In addition, the licenses from Virgin Enterprises Limited can be terminated in certain
circumstances. For example, Virgin Enterprises Limited can terminate the licenses, after providing our applicable subsidiaries
and joint ventures with an opportunity to cure, (i) if they or any of their affiliates commit persistent and material breaches or
flagrant and material breaches of the licenses, (ii) if Virgin Enterprises Limited has reasonable grounds to believe that the use
(or lack of use) of the licensed trademarks by such subsidiaries has been or is likely to result in a long-term and material
diminution in the value of the “Virgin” brand or (iii) if a third-party who is not (or one of whose directors is not) a “fit and
proper person”, such as a legally disqualified director or a bankrupt entity, acquires “control” of Liberty Global. Such a
termination could have a material adverse effect on our business and results of operations.
Factors Relating to Certain Financial Matters
Our substantial leverage could limit our ability to obtain additional financing and have other adverse effects. We seek to
maintain our debt at levels that provide for attractive equity returns without assuming undue risk. In this regard, we generally
seek to cause our operating subsidiaries and joint ventures to maintain their debt at levels that result in a consolidated debt
balance that is between four and five times our consolidated Adjusted EBITDA (using consistent currency exchange rates for
debt and Adjusted EBITDA). As a result, we are highly leveraged. At December 31, 2023, the outstanding principal amount of
our consolidated debt, together with our finance lease obligations aggregated $15.9 billion, including $0.8 billion that is
classified as current on our consolidated balance sheet and $7.5 billion that is not due until 2029 or thereafter. We believe that
we have sufficient resources to repay or refinance the current portion of our debt and finance lease obligations and to fund our
foreseeable liquidity requirements during the next 12 months. However, as the amount of debt that is maturing increases in later
years, we anticipate that we will seek to refinance or otherwise extend our debt maturities. As a result of unfavorable
geopolitical conditions in 2023, credit markets were not offering attractive terms for issuance and thus we did not complete any
refinancing transactions on our consolidated businesses. No assurance can be given that we will be able to complete these
refinancing transactions or otherwise extend our debt maturities. In this regard, it is not possible to predict how political and
economic conditions, sovereign debt concerns or any adverse regulatory developments could impact the credit and equity
markets we access and, accordingly, our future liquidity and financial position.
Our ability to service or refinance our debt and to maintain compliance with the leverage covenants in the credit
agreements and indentures of our borrowing groups is dependent primarily on our ability to maintain or increase the Adjusted
EBITDA of our operating subsidiaries and joint ventures and to achieve adequate returns on our property and equipment
additions and acquisitions. In addition, our ability to obtain additional debt financing is limited by the incurrence-based leverage
covenants contained in the various debt instruments of our borrowing groups. For example, if the Adjusted EBITDA of one of
our borrowing groups were to decline, our ability to obtain additional debt could be limited. Accordingly, if our cash provided
by operations declines or we encounter other material liquidity requirements, we may be required to seek additional debt or
equity financing in order to meet our debt obligations and other liquidity requirements as they come due. In addition, our
current debt levels may limit our ability to incur additional debt financing to fund working capital needs, acquisitions, property
and equipment additions or other general corporate requirements. We can give no assurance that any additional debt or equity
financing will be available on terms that are as favorable as the terms of our existing debt, or at all. Further, our board of
directors may approve a share repurchase program for Liberty Global in 2024. Any cash used by our company in connection
with any future repurchases of our common shares would not be available for other purposes, including the repayment of debt.
For additional information concerning our share repurchase programs, see note 14 to our consolidated financial statements
included in Part II of this Annual Report on Form 10-K.
Certain of our subsidiaries and joint ventures are subject to various debt instruments that contain restrictions on how
we finance our operations and operate our businesses, which could impede our ability to engage in beneficial transactions.
Certain of our subsidiaries and joint ventures are subject to significant financial and operating restrictions contained in
outstanding credit agreements, indentures and similar instruments of indebtedness. These restrictions will affect, and in some
cases significantly limit or prohibit, among other things, the ability of those subsidiaries and joint ventures to:
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incur or guarantee additional indebtedness;
pay dividends or make other upstream distributions;
• make investments;
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transfer, sell or dispose of certain assets, including subsidiary stock;
• merge or consolidate with other entities;
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engage in transactions with us or other affiliates; or
create liens on their assets.
As a result of restrictions contained in these debt instruments, the companies party thereto, and their subsidiaries, could be
unable to obtain additional capital in the future to:
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fund property and equipment additions or acquisitions that could improve their value;
• meet their loan and capital commitments to their business affiliates;
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invest in companies in which they would otherwise invest;
fund any operating losses or future development of their business affiliates;
obtain lower borrowing costs that are available from secured lenders or engage in advantageous transactions that
monetize their assets; or
conduct other necessary or prudent corporate activities.
In addition, most of the credit agreements to which these subsidiaries and joint ventures are parties include financial
covenants that require them, in certain circumstances, to maintain certain leverage ratios if the drawings under the applicable
revolving credit facility exceed a certain percentage of the commitments under such revolving credit facility. Their ability to
meet these financial covenants may be affected by adverse economic, competitive or regulatory developments and other events
beyond their control, and we cannot assure you that these financial covenants will be met. In the event of a default under such
subsidiaries’ and joint ventures’ credit agreements or indentures, the lenders or bondholders, as applicable, may accelerate the
maturity of the indebtedness under those agreements or indentures, which could result in a default under other outstanding
credit facilities or indentures. We cannot assure you that any of these subsidiaries or joint ventures will have sufficient assets to
repay indebtedness outstanding under their credit agreements and indentures. Any refinancing of this indebtedness is likely to
contain similar restrictive covenants.
We are exposed to interest rate risks. Shifts in such rates may adversely affect the debt service obligations of our
subsidiaries and joint ventures. We are exposed to the risk of fluctuations in interest rates, primarily through the credit
facilities of certain of our subsidiaries and joint ventures, which are indexed to EURIBOR, Secured Overnight Financing Rate
(SOFR), Term Secured Overnight Financing Rate (Term SOFR), Sterling Overnight Index Average (SONIA), Swiss Average
Rate Overnight (SARON) or other base rates. Although we enter into various derivative transactions to manage exposure to
movements in interest rates, there can be no assurance that we will be able to continue to do so at a reasonable cost, or at all. If
we are unable to effectively manage our interest rate exposure through derivative transactions, any increase in market interest
rates would increase our interest rate exposure and debt service obligations, which would exacerbate the risks associated with
our leveraged capital structure.
There have been significant changes in the benchmark interest rates used to set floating rates on our debt and derivative
instruments. ICE Benchmark Administration (the entity that administers LIBOR) ceased to publish CHF and GBP LIBOR rates
after December 31, 2021, and it ceased to publish USD LIBOR rates after June 30, 2023. The methodology for EURIBOR has
been reformed and EURIBOR has been granted regulatory approval to continue to be used.
We have agreed amendments in respect of all of our debt and derivative instruments to replace the ceased rates. For USD,
these reference SOFR administered by the Federal Reserve Bank of New York or Term SOFR administered by CME Group
Benchmark Administration Limited. For CHF, these reference SARON administered by the SIX Swiss Exchange. For GBP,
these reference SONIA administered by the Bank of England.
We are subject to increasing operating costs and inflation risks, which may adversely affect our results of operations.
While our operations attempt to increase our subscription rates to offset increases in programming, inputs and operating costs,
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there is no assurance that they will be able to do so. In certain countries in which we operate, our ability to increase subscription
rates is subject to regulatory controls. Also, our ability to increase subscription rates may be constrained by competitive
pressures. Therefore, programming, inputs and operating costs may rise faster than associated revenue, resulting in a material
negative impact on our cash flows and net earnings or loss. We are also impacted by inflationary pressures, which remain
elevated, in salaries, wages, benefits, regulatory, energy and other administrative costs in certain of our markets as a result of,
among other things, the ongoing invasion of Ukraine by Russia and the Israeli-Palestinian conflict.
Continuing uncertainties and challenging conditions in the global economy and in the countries in which we operate
may adversely impact our business, financial condition and results of operations. The current macroeconomic environment is
highly volatile, with continued instability in global markets, including ongoing trade negotiations, uncertainty over inflation,
energy price fluctuations, rising interest rates, continued escalation in geopolitical tensions and global recession fears having all
contributed to a challenging global economic environment. Future developments are dependent upon a number of political and
economic factors, including the additional borrowing incurred by countries during the COVID-19 pandemic and the potential
for lower growth expectations, higher global interest rates and continued inflationary pressures. As a result, we cannot predict
how long challenging conditions will exist or the extent to which the markets in which we operate may deteriorate. Additional
risks arising from the ongoing economic challenges in Europe are described below under the Risk Factor titled: We are exposed
to sovereign debt and currency instability risks that could have an adverse impact on our liquidity, financial condition and cash
flows.
Unfavorable economic conditions, including the current cost-of-living crises in many of the countries in which we operate,
may impact a significant number of our subscribers and/or the prices we are able to charge for our products and services and, as
a result, it may be (i) more difficult for us to attract new subscribers and maintain current subscribers, (ii) more likely that
subscribers will downgrade or disconnect their services and (iii) more difficult for us to maintain ARPUs at existing levels.
Countries may also seek new or increased revenue sources due to fiscal deficits. Such actions may further adversely affect our
company and our joint ventures. Accordingly, our ability to increase or, in certain cases, maintain, the revenue, ARPUs, RGUs,
mobile subscribers, Adjusted EBITDA, margins and liquidity of our operating segments could be adversely affected if the
macroeconomic environment remains uncertain or declines further. We are currently unable to predict the extent of any of these
potential adverse effects.
We are exposed to sovereign debt and currency instability risks that could have an adverse impact on our liquidity,
financial condition and cash flows. Our operations are subject to macroeconomic and political risks that are outside of our
control. For example, high levels of sovereign debt in the U.S. and several countries in which we or our affiliates operate,
combined with structural changes arising from the COVID-19 pandemic, could potentially lead to additional fiscal reforms
(including austerity measures), tax increases, sovereign debt restructurings, high corporate default rates, currency
instability, increased counterparty credit risk, high levels of volatility and disruptions in the credit and equity markets, as well as
other outcomes that might adversely impact our company. With regard to currency instability issues, concerns exist in the
Eurozone with respect to individual macro-fundamentals on a country-by-country basis, as well as with respect to the overall
stability of the European monetary union and the suitability of a single currency to appropriately deal with specific fiscal
management and sovereign debt issues in individual Eurozone countries. The realization of these concerns could lead to the exit
of one or more countries from the European monetary union and the re-introduction of individual currencies in these countries,
or, in more extreme circumstances, the possible dissolution of the European monetary union entirely, which could result in the
redenomination of a portion or, in the extreme case, all of our euro-denominated assets, liabilities and cash flows to the new
currency of the country in which they originated. This could result in a mismatch in the currencies of our assets, liabilities and
cash flows. Any such mismatch, together with the capital market disruption that would likely accompany any such
redenomination event, could have a material adverse impact on our liquidity and financial condition. Furthermore, any
redenomination event would likely be accompanied by significant economic dislocation, particularly within the Eurozone
countries, which in turn could have an adverse impact on demand for our products and services, and accordingly, on our
revenue and cash flows. Moreover, any changes from euro to non-euro currencies within the countries in which we operate
would require us to modify our billing and other financial systems. No assurance can be given that any required modifications
could be made within a time frame that would allow us to timely bill our customers or prepare and file required financial
reports. In light of the significant exposure that we have to the euro through our euro-denominated borrowings, derivative
instruments, cash balances and cash flows, a redenomination event could have a material adverse impact on our company.
We may not freely access the cash of our operating companies. Our operations are conducted through our subsidiaries.
Our current sources of corporate liquidity include (i) our cash and cash equivalents, (ii) investments held within SMAs and (iii)
interest and dividend income received on our cash and cash equivalents and investments. From time to time, we also receive
(a) proceeds in the form of distributions or loan repayments from our subsidiaries or affiliates, (b) proceeds upon the disposition
of investments and other assets and (c) proceeds in connection with the incurrence of debt or the issuance of equity securities.
The ability of our operating subsidiaries to pay dividends or to make other payments or advances to us depends on their
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individual operating results and any statutory, regulatory or contractual restrictions to which they may be or may become
subject and in some cases our receipt of such payments or advances may be limited due to tax considerations or the presence of
noncontrolling interests. Most of our operating subsidiaries are subject to credit agreements or indentures that restrict sales of
assets and prohibit or limit the payment of dividends or the making of distributions, loans or advances to shareholders and
partners, including us. In addition, because these subsidiaries are separate and distinct legal entities they have no obligation to
provide us funds for payment obligations, whether by dividends, distributions, loans or other payments.
We are exposed to the risk of default by the counterparties to our cash and short-term investments, derivative and other
financial instruments and undrawn debt facilities. Although we seek to manage the credit risks associated with our cash and
short-term investments, derivative and other financial instruments and undrawn debt facilities, we are exposed to the risk that
our counterparties will default on their obligations to us. While we regularly review our credit exposures and currently have no
specific concerns about the creditworthiness of any counterparty for which we have material credit risk exposures, we cannot
rule out the possibility that one or more of our counterparties could fail or otherwise be unable to meet its obligations to us. Any
such instance of default or failure could have an adverse effect on our cash flows, results of operations, financial condition and/
or liquidity. In this regard, (i) we may incur losses to the extent that we are unable to recover debts owed to us, including cash
deposited and the value of financial losses, (ii) we may incur significant costs to recover amounts owed to us, and such recovery
may take a long period of time or may not be possible at all, (iii) our derivative liabilities may be accelerated by the default of
our counterparty, (iv) we may be exposed to financial risks as a result of the termination of affected derivative contracts, and it
may be costly or impossible to replace such contracts or otherwise mitigate such risks, (v) amounts available under committed
credit facilities may be reduced and (vi) disruption to the credit markets could adversely impact our ability to access debt
financing on favorable terms, or at all.
At December 31, 2023, our exposure to counterparty credit risk included (i) aggregate undrawn debt facilities of $1.6
billion, (ii) cash and cash equivalent and restricted cash balances of $1.4 billion and (iii) derivative assets with an aggregate fair
value of $232.9 million. For additional information regarding our derivative instruments and debt, see notes 8 and 11,
respectively, to our consolidated financial statements included in Part II of this Annual Report on Form 10-K.
We may not report net earnings. We reported earnings (loss) from continuing operations of ($3,873.8 million), $1,105.3
million and $13,527.5 million during 2023, 2022 and 2021, respectively. In light of our historical financial performance, we
cannot assure you that we will report net earnings in the near future.
Other Factors
We have not historically paid any cash dividends, and we may not pay dividends consistently or at all on any class of our
common shares. We have not historically paid dividends on any class of of our common shares, however, we have the right to
pay dividends, effect securities distributions or make bonus issues on Liberty Global shares.
The loss of certain key personnel could harm our business. We have experienced employees at both the corporate and
operational levels who possess substantial knowledge of our business and operations. We cannot be assured that we will be
successful in retaining their services or that we would be successful in hiring and training suitable replacements without undue
costs or delays. As a result, the loss of any of these key employees could cause significant disruptions in our business
operations, which could materially adversely affect our results of operations.
John C. Malone has significant voting power with respect to corporate matters considered by our shareholders. Dr. John
C. Malone beneficially owns outstanding common shares of Liberty Global representing 30.65% of our aggregate voting power
as of February 13, 2024. By virtue of Dr. Malone’s voting power in our company, as well as his position as Chairman of our
board of directors, Dr. Malone may have significant influence over the outcome of any corporate transaction or other matters
submitted to our shareholders for approval. For example, under our bye-laws, certain matters (including amendments to certain
provisions of the bye-laws) require the approval of 75% of the outstanding Class A common shares and Class B common
shares, voting together as a single class, and other certain corporate transactions or matters may require the approval of at least
75% of the outstanding Class A common shares and Class B common shares, voting together as a single class. Because Dr.
Malone beneficially owns 30.65% of our aggregate voting power, he has the ability to prevent the requisite approval threshold
from being met even though the other shareholders may determine that such action or transaction is beneficial for the company.
Dr. Malone’s rights to vote or dispose of his equity interests in our company are not subject to any restrictions in favor of us
other than as may be required by applicable law and customary transfer restrictions pursuant to equity award agreements.
It may be difficult for a third-party to acquire us, even if doing so may be beneficial to our shareholders. Certain
provisions of our bye-laws may discourage, delay or prevent a change in control of our company that a shareholder may
consider favorable. These provisions include the following:
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authorizing a capital structure with multiple classes of common shares, a Class B share class that entitles the holders to
10 votes per share, a Class A share class that entitles the holders to one vote per share and a Class C share class that,
except as otherwise required by applicable law, entitles the holders to no voting rights;
classifying our board of directors with staggered three-year terms, which may lengthen the time required to gain
control of our board of directors;
prohibiting shareholder action by written resolution, thereby requiring all shareholder actions to be taken at a meeting
of the shareholders;
establishing advance notice requirements for nominations of director candidates or for proposing matters that can be
acted upon by shareholders at shareholder meetings;
requiring supermajority shareholder approval with respect to certain extraordinary matters, such as certain mergers,
amalgamations or consolidations of the company, or in the case of certain amendments to our bye-laws; and
the existence of authorized and unissued shares which would allow our board to issue shares to persons friendly to
current management, thereby protecting the continuity of its management, or which could be used to dilute the share
ownership of persons seeking to obtain control of us.
Change in control provisions in our incentive plans and related award agreements or in executive employment agreements
may also discourage, delay or prevent a change in control of our company, even if such change of control would be in the best
interests of our shareholders.
The enforcement of civil liabilities against us may be more difficult. Because we are now a Bermuda exempted company
limited by shares, investors could experience more difficulty enforcing judgments obtained against us, our directors or officers
in U.S. or U.K. courts based on the civil liability provisions of English laws and the U.S. securities laws. We have been advised
by our Bermuda counsel that there is no treaty in force between the U.S. and Bermuda providing for the reciprocal recognition
and enforcement of judgments in civil and commercial matters. As a result, whether a U.S. judgment would be enforceable in
Bermuda against the company or its directors and officers depends on whether the U.S. court that entered the judgment is
recognized by a Bermuda court as having jurisdiction over the company or its directors and officers, as determined by reference
to Bermuda conflict of law rules. In addition, and irrespective of jurisdictional issues, Bermudan courts will not enforce a U.S.
federal securities law that is either penal or contrary to Bermuda public policy. We have been advised that an action brought
pursuant to a public or penal law, the purpose of which is the enforcement of a sanction, power or right at the instance of the
state in its sovereign capacity, is unlikely to be entertained by a Bermuda court. Certain remedies available under the laws of
U.S. jurisdictions, including certain remedies under U.S. federal securities laws, may not be available under Bermudan law or
enforceable in a Bermuda court, as they are likely to be contrary to Bermuda public policy. Further, it may not be possible to
pursue direct claims in Bermuda against the company or its directors and officers for alleged violations of U.S. federal
securities laws because these laws are unlikely to have extraterritorial effect and do not have the force of law in Bermuda. A
Bermuda court may, however, impose civil liability on us or our directors and officers if the facts alleged and proved in the
Bermudan proceedings constitute or give rise to a cause of action under the applicable governing law, not being a foreign
public, penal or revenue law.
Our bye-laws generally restrict shareholders from bringing legal action against our officers and directors. Our bye-laws
contain a general waiver by shareholders for any claim or right of action a shareholder might have (whether individually or by
or in the right of the company) against any director or officer of the company arising from any action or inaction by such
director or officer in the performance of their duties for Liberty Global or any of Liberty Global’s direct or indirect subsidiaries
(but excluding any matter involving fraud or dishonesty). Consequently, this waiver limits the right of shareholders to assert
claims against our officers and directors unless the act or failure to act involves fraud or dishonesty.
There are potential regulatory limitations on the ownership and transfer of our shares if the our shares are delisted
from Nasdaq. Our shares may be offered or sold in Bermuda only in compliance with the provisions of the Bermuda
Companies Act and the Investment Business Act 2003 of Bermuda, which regulates the sale of securities in Bermuda. In
addition, the Bermuda Monetary Authority (BMA) must approve all issues and transfers of shares of a Bermuda exempted
company limited by shares. However, the BMA has, pursuant to its statement of June 1, 2005, given its general permission
under the Exchange Control Act 1972 and related regulations for the issue and free transfer of our shares to and among persons
who are non-residents of Bermuda for exchange control purposes as long as any class of our shares are listed on an appointed
stock exchange, which includes Nasdaq. This general permission would cease to apply if none of our shares were to be listed on
Nasdaq or another appointed stock exchange.
I-42
We are exposed to the risks arising from widespread epidemic diseases in the countries in which we operate, such as the
outbreak of COVID-19, which could have a material adverse impact on our business, financial condition and results of
operations. The COVID-19 pandemic and the emergency measures imposed by governments worldwide, including travel
limitations, limits on social activity and the shutdown of non-essential businesses have adversely impacted the global economy,
disrupted global supply chains and created significant volatility and disruption of financial markets. While it is not currently
possible to estimate the duration and severity of the adverse economic impact resulting from the preventative measures taken to
contain or mitigate the spread of COVID-19, a continued period of global economic disruption may continue to have a material
adverse impact on our business, financial condition and results of operations in future periods. We may also be adversely
impacted by any government mandated regulations on our business that could be implemented in response to the COVID-19
pandemic or other pandemics or epidemics. In addition, countries may seek new or increased revenue sources due to fiscal
deficits that resulted from measures taken to mitigate the adverse economic impacts of COVID-19, such as, among other things,
imposing new taxes on the products and services we provide. We are currently unable to predict the extent of any of these
potential adverse effects as they relate to the COVID-19 pandemic or any future pandemics or epidemics.
Geopolitical conflicts, energy shortages and other adverse incidents beyond our control could adversely affect our
revenue and results of operations. Political unrest and global conflicts like the ongoing conflict between Russia and Ukraine
and the Israeli-Palestinian conflict have disrupted, and in the future may further continue to disrupt, global supply chains and
heighten volatility and disruption of global financial markets. While we do not have direct operations within the conflict areas,
the conflicts involving these nations has heightened the disruption to our supply chain, contributing to inflation in our labor and
energy costs and may increase our risk of cyberattacks, which could result in significant losses and damage and could damage
our reputation with customers and suppliers if their confidential information is compromised. The impact of these global events
on our longer-term operational and financial performance will depend on future developments, our and governmental responses
to inflation and the duration and severity of these conflicts. Any terrorist attacks or incidents prompted by political unrest,
particularly in markets that we serve, and the national and global military, diplomatic and financial response to such attacks or
other threats, also may adversely affect our revenue and results of operations.
Item 1B. UNRESOLVED STAFF COMMENTS
None.
Item 1C. CYBERSECURITY
Liberty Global and its subsidiaries are subject to risks from cyber-attacks that have the potential to cause significant
interruptions to the operation of their businesses. The frequency of these attempted intrusions has increased in recent years and
the sources, motivations and techniques of attack continue to evolve and change rapidly. Liberty Global has developed a
cybersecurity program that is designed to scan for, monitor and identify risks to company confidential or non-public
information, protect such information, detect threats and events and maintain an appropriate response and recovery capability to
help ensure resilience against cyber-attacks and other information security incidents. We have adopted a variety of measures to
monitor and address cyber-related risks and continue to implement and explore additional cybersecurity measures.
Our strategy for managing cyber-related risks is risk-based and, where appropriate, integrated within our comprehensive
enterprise risk management processes. Liberty Global’s Chief Security Officer (CSO), who reports directly to Liberty Global’s
Chief Technology Officer (CTO), leads a dedicated cybersecurity team and is responsible for the design, implementation and
execution of our cyber-risk management strategy.
Our CSO and cybersecurity team actively monitor Liberty Global’s systems, regularly review its policies, compliance,
regulations and best practices, perform penetration testing, conduct incident response exercises and internal ethical phishing
campaigns and provide periodic training and communication across the organization to strengthen secure behavior and foster a
culture of digital security. The cybersecurity team also routinely participates in industry-wide programs to further information
sharing, intelligence gathering and unity of effort in responding to potential or actual attacks. Liberty Global also periodically
reviews its business continuity plan to develop an effective recovery strategy that seeks to decrease incident response times,
limit financial impacts and maintain customer confidence during any business interruption. Our cybersecurity team also
administers a third-party risk governance program that identifies potential risks introduced through third-party relationships,
such as vendors, software and hardware manufacturers or professional service providers. Liberty Global also seeks to obtain
certain contractual security guarantees and assurances with these third-party relationships to help ensure the security and safety
of its information. The cybersecurity team works closely with a broad range of departments, including legal, regulatory,
corporate communications, audit services, information technology and operational technology functions critical to Liberty
Global’s operations, as well as engages external vendors to help ensure its cybersecurity program operates effectively.
I-43
Liberty Global’s current CSO has significant experience leading cybersecurity efforts at large enterprises, having held top
information security positions at a number of international large- and mega-cap companies during her career. She also holds a
master of science in security risk management and is qualified as a certified information security manager with the Information
Systems Audit and Control Association. Our CSO has been with the company or its subsidiaries for over five years.
Cybersecurity incidents detected by Liberty Global’s cybersecurity team are evaluated internally based on their severity,
with more serious incidents being escalated, as appropriate, to the highest levels of management, including the company’s
CTO, General Counsel, and, ultimately, its CEO. These members of the company’s executive leadership team are provided with
details of the type and severity of the attack, the company’s planned response to the incident and are briefed on what
information was accessed and the impact such incident has had or is expected to have on the company’s operations, as well as
any financial or regulatory implications resulting from the incident.
Our Audit Committee is responsible for oversight of our cybersecurity measures, incident response management and risks
related to cybersecurity and technology as well as the steps taken by management to mitigate such risks. Liberty Global’s CSO
provides periodic updates to the Audit Committee on the state of Liberty Global’s cybersecurity posture, new threats or threat
actors that the company is monitoring or developing defenses against and any potential areas of improvement. Our CEO, CTO,
CSO and General Counsel will also provide ad hoc updates to the Audit Committee and full board of directors, as appropriate,
in the case of a material cybersecurity incident, providing them a full briefing of the type and scope of the incident as well as
the company’s current and planned mitigation efforts. The Audit Committee has several members with significant direct and
indirect cybersecurity experience, including Anthony Werner, the former CTO of Comcast Cable and the company, Paul Gould
and Miranda Curtis CMG. Cybersecurity and the effectiveness of our cybersecurity strategy are regular topics of discussion at
meetings of our Audit Committee and board of directors.
Item 2. PROPERTIES
We lease our corporate offices in London, U.K., in Denver, Colorado, U.S. and in Amsterdam, the Netherlands. All of our
other real or personal property is owned or leased by our subsidiaries and affiliates.
Our subsidiaries and affiliates own or lease the fixed assets necessary for the operation of their respective businesses,
including office space, transponder space, head-end facilities, rights of way, cable television and telecommunications
distribution equipment, telecommunications switches, base stations, cell towers, CPE and other property necessary for their
operations. The physical components of their broadband networks require maintenance and periodic upgrades to support the
new services and products they introduce. Subject to these maintenance and upgrade activities, our management believes that
our current facilities are suitable and adequate for our business operations for the foreseeable future.
Item 3. LEGAL PROCEEDINGS
From time to time, our subsidiaries and affiliates have become involved in litigation relating to claims arising out of their
operations in the normal course of business. For additional information, see note 18 to our consolidated financial statements
included in Part II of this Annual Report on Form 10-K.
Item 4. MINE SAFETY DISCLOSURES
Not applicable.
I-44
Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND
ISSUER PURCHASES OF EQUITY SECURITIES
PART II
General
The capitalized terms used in Part II of this Annual Report on Form 10-K are defined in the notes to our consolidated
financial statements. In the following text, the terms “we,” “our,” “our company” and “us” may refer, as the context requires, to
Liberty Global or collectively to Liberty Global and its subsidiaries.
Market Information
Our share capital comprises Liberty Global Class A, Class B and Class C common shares, which trade on the Nasdaq
Global Select Market under the symbols “LBTYA”, “LBTYB” and “LBTYK”, respectively. Share price information for
securities traded on the Nasdaq Global Select Market can be found on the Nasdaq’s website at www.nasdaq.com.
The following table sets forth the quarterly range of high and low sales prices of Liberty Global Class B common shares for
2023 and 2022. Although Liberty Global Class B common shares are traded on the Nasdaq Global Select Market, an
established public trading market does not exist for the shares, as they are not actively traded.
2023
First quarter ................................................................................................................................... $
Second quarter .............................................................................................................................. $
Third quarter ................................................................................................................................. $
Fourth quarter ............................................................................................................................... $
2022
First quarter ................................................................................................................................... $
Second quarter .............................................................................................................................. $
Third quarter ................................................................................................................................. $
Fourth quarter ............................................................................................................................... $
Holders
Liberty Global Class B
common shares
High
Low
22.20 $
19.84 $
19.75 $
18.44 $
30.30 $
26.20 $
23.59 $
20.99 $
18.20
16.30
16.86
15.47
23.55
21.39
16.62
16.30
As of January 31, 2024, there were 31,412, 46 and 34,322 record holders of Liberty Global Class A, Class B and Class C
common shares, respectively. These amounts do not include the number of shareholders whose shares are nominally held by
banks, brokerage houses or other institutions, but include each such institution as one record holder.
Dividends
We have not paid any cash dividends on any of our common shares, and we have no present intention of doing so. Any
future payment of cash dividends will be determined by our board of directors in light of our earnings, financial condition and
other relevant considerations, including applicable laws in Bermuda.
Recent Sales of Unregistered Securities; Use of Proceeds from Registered Securities
None.
II-1
Issuer Purchase of Equity Securities
The following table sets forth information regarding our company’s purchase of its own equity securities during the three
months ended December 31, 2023:
Period
Total number
of shares
purchased
Average
price
paid per
share (a)
Total number
of shares
purchased as
part of publicly-
announced plans
or programs
Value of shares
that may yet be
repurchased
under the plans
or programs
October 1, 2023 through October 31, 2023:
Class A ..........................................................................
Class C ..........................................................................
—
9,400,310
November 1, 2023 through November 30, 2023:
Class A ..........................................................................
—
Class C ..........................................................................
4,491,261
December 1, 2023 through December 31, 2023:
Class A ..........................................................................
—
Class C ..........................................................................
6,502,630
Total — October 1, 2023 through December 31, 2023:
Class A ..........................................................................
—
Class C ..........................................................................
20,394,201
_______________
(a)
Average price paid per share includes direct acquisition costs.
—
17.68
—
17.26
—
17.39
—
17.49
—
9,400,310
—
4,491,261
—
6,502,630
—
20,394,201
(b)
(b)
(b)
(b)
(b)
(b)
(b)
(b)
(b)
Our original share buyback plan for 2023 authorized the repurchase of 10% of our outstanding shares as of December 31,
2022, and this was increased to a minimum of 15% in July 2023. We achieved this minimum as of October 30, 2023, and
announced a further repurchase target of approximately $300.0 million through the end of January 2024. At December
31, 2023, $101.7 million of this target remained and was fully achieved on January 26, 2024.
II-2
Stock Performance Graph
The following graph compares the changes in the cumulative total shareholder return on our Liberty Global Class A, Class
B and Class C common shares from January 1, 2019 to December 31, 2023, to the change in the cumulative total returns of the
Nasdaq US Benchmark Telecom TR Index and the Nasdaq US Benchmark TR Index (assuming reinvestment of dividends,
where applicable). The graph assumes that $100 was invested on January 1, 2019.
$250
$200
$150
$100
$50
$0
1/1/2019
12/31/2019
12/31/2020
12/31/2021
12/31/2022
12/31/2023
Class A
Class C
Nasdaq US Benchmark
Class B
Nasdaq US Benchmark Telecom
2019
2020
December 31,
2021
2022
2023
Liberty Global - Class A ........................................................ $ 106.56 $ 113.50 $ 129.99 $
Liberty Global - Class B ......................................................... $ 108.29 $ 116.76 $ 134.10 $
Liberty Global - Class C ......................................................... $ 105.62 $ 114.58 $ 136.09 $
90.31
Nasdaq US Benchmark Telecom TR Index ........................... $ 126.37 $ 138.80 $ 146.20 $ 113.62 $ 128.09
Nasdaq US Benchmark TR Index .......................................... $ 131.17 $ 159.07 $ 200.26 $ 160.75 $ 203.23
88.71 $
90.48 $
94.14 $
83.27
84.81
II-3
Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
The following discussion and analysis, which should be read in conjunction with our consolidated financial statements, is
intended to assist in providing an understanding of our results of operations and financial condition and is organized as follows:
•
•
•
•
•
Overview. This section provides a general description of our business and recent events.
Results of Operations. This section provides an analysis of our results of operations for the years ended December 31,
2023 and 2022.
Liquidity and Capital Resources. This section provides an analysis of our corporate and subsidiary liquidity and
consolidated statements of cash flows.
Critical Accounting Policies, Judgments and Estimates. This section discusses those material accounting policies that
involve uncertainties and require significant judgment in their application.
Quantitative and Qualitative Disclosures about Market Risk. This section provides discussion and analysis of the
foreign currency, interest rate and other market risk that our company faces.
Included below is an analysis of our results of operations and cash flows for 2023, as compared to 2022. An analysis of our
results of operations and cash flows for 2022, as compared to 2021, can be found under Item 7. Management’s Discussion and
Analysis of Financial Condition and Results of Operations included in Part II of our Annual Report on Form 10-K, as amended,
for the year ended December 31, 2022 (our 2022 10-K), which is available through the Securities and Exchange Commission’s
website at www.sec.gov.
Unless otherwise indicated, convenience translations into U.S. dollars are calculated, and operational data is presented, as
of December 31, 2023. Certain prior year amounts have been reclassified to conform to the current year presentation.
Overview
General
We are an international provider of broadband internet, video, fixed-line telephony and mobile communications services to
residential customers and businesses in Europe. Our operations comprise businesses that provide residential and B2B
communications services in (i) Switzerland and Slovakia through Sunrise Holding, (ii) Belgium and Luxembourg through
Telenet and (iii) Ireland through VM Ireland. In addition, we own 50% noncontrolling interests in (a) the VMO2 JV, which
provides residential and B2B communications services in the U.K., and (b) the VodafoneZiggo JV, which provides residential
and B2B communications services in the Netherlands. We also own (1) a 50% noncontrolling voting interest in the AtlasEdge
JV, which is a leading European Edge data center platform, and (2) a 25% noncontrolling interest in the nexfibre JV, which is
constructing a new fiber network in the U.K. outside of the existing footprint of the VMO2 JV.
In October 2023, we completed the Telenet Takeover Bid (as defined and described in note 14 to our consolidated financial
statements), pursuant to which we increased our ownership interest in Telenet to 100%.
Through March 31, 2022, we provided residential and B2B communications services in Poland through Sunrise Holding.
On April 1, 2022, we completed the sale of our operations in Poland. Accordingly, our operations in Poland are reflected as
discontinued operations for all applicable periods. In the following discussion and analysis, the operating statistics, results of
operations, cash flows and financial condition that we present and discuss are those of our continuing operations, unless
otherwise indicated. For additional information regarding the sale of UPC Poland, including with respect to our use of proceeds,
see note 6 to our consolidated financial statements.
Operations
Our company delivers market-leading products through next-generation networks that connect our customers to broadband
internet, video, fixed-line telephony and mobile services. At December 31, 2023, our continuing operations owned and operated
networks that passed 7,946,400 homes and served 4,055,500 fixed-line customers and 5,881,200 mobile subscribers.
Broadband internet services. We offer multiple tiers of broadband internet service up to Gigabit speeds depending on
location. We continue to invest in new technologies that allow us to increase the internet speeds we offer to our customers.
II-4
Video services. We provide video services, including various enhanced products that enable our customers to control when
they watch their programming. These products range from digital video recorders to multimedia home gateway systems capable
of distributing video, voice and data content throughout the home and to multiple devices.
Fixed-line telephony services. We offer fixed-line telephony services via either voice-over-internet-protocol or “VoIP”
technology or circuit-switched telephony, depending on location.
Mobile services. We offer voice and data mobile services, either over our own networks or as an MVNO over third-party
networks, depending on location. In addition, we generate revenue from the sale of mobile handsets.
B2B services. Our B2B services include voice, broadband internet, data, video, wireless and cloud services.
Other. We also have significant investments in ITV, Televisa Univision, Lacework, Plume, the AtlasEdge JV, All3Media,
EdgeConneX, Lionsgate, the Formula E racing series and several regional sports networks. The investments identified by
company name above are intended to be merely illustrative, do not represent a complete list and are not necessarily the largest
of our long-term investments. From time to time, we may make investments in other companies that we choose not to identify
by company name for commercial, legal, strategic or other reasons.
For additional information regarding the details of our products and services, see Item 1. Business included in Part I of this
Annual Report on Form 10-K.
Strategy and Management Focus
From a strategic perspective, we are seeking to build national fixed-mobile converged communications businesses that
have strong prospects for future growth. As discussed further under Liquidity and Capital Resources — Capitalization below,
we also seek to maintain our debt at levels that provide for attractive equity returns without assuming undue risk.
We strive to achieve organic revenue and customer growth in our operations by developing and marketing bundled
entertainment and information and communications services, and extending and upgrading the quality of our networks where
appropriate. As we use the term, organic growth excludes foreign currency translation effects (FX) and the estimated impact of
acquisitions and dispositions. While we seek to increase our customer base, we also seek to maximize the average revenue we
receive from each household by increasing the penetration of our broadband internet, video, fixed-line telephony and mobile
services with existing customers through product bundling and upselling.
Impact of COVID-19
The global COVID-19 pandemic continues to impact the economies of the countries in which we operate. However, during
2023, the impact on our company continued to be relatively minimal as demand for our products and services remained strong.
It is not currently possible to predict whether there will be a significant resurgence of the COVID-19 pandemic as a result of
new variants or otherwise, or to estimate the duration and severity of the COVID-19 pandemic or the adverse economic impact
resulting from the preventative measures taken to contain or mitigate its outbreak. No assurance can be given that an extended
period of global economic disruption would not have a material adverse impact on our business, financial condition and results
of operations in future periods.
Competition and Other External Factors
We are experiencing competition in all of the markets in which we or our affiliates operate. This competition, together with
macroeconomic and regulatory factors, has adversely impacted our revenue, number of customers and/or average monthly
subscription revenue per fixed-line customer or mobile subscriber, as applicable (ARPU). For additional information regarding
the competition we face, see Item 1. Business — Competition and — Regulatory Matters included in Part I of this Annual
Report on Form 10-K. For additional information regarding the revenue impact of changes in the fixed-line customers and
ARPU of our consolidated reportable segments, see Discussion and Analysis of our Reportable Segments below.
For information regarding certain other regulatory developments that could adversely impact our results of operations in
future periods, see Legal and Regulatory Proceedings and Other Contingencies in note 18 to our consolidated financial
statements.
II-5
Results of Operations
We have completed a number of transactions that impact the comparability of our 2023 and 2022 results of operations, the
most notable of which are (i) the sale of UPC Poland on April 1, 2022 and (ii) the Telenet Tower Sale on June 1, 2022. For
further information regarding our dispositions, see note 6 to our consolidated financial statements.
In the following discussion, we quantify the estimated impact of material acquisitions (the Acquisition Impact) and
dispositions on our operating results. The Acquisition Impact represents our estimate of the difference between the operating
results of the periods under comparison that is attributable to an acquisition. In general, we base our estimate of the Acquisition
Impact on an acquired entity’s operating results during the first three to twelve months following the acquisition date, as
adjusted to remove integration costs and any other material unusual or nonoperational items, such that changes from those
operating results in subsequent periods are considered to be organic changes. Accordingly, in the following discussion, (i)
organic variances attributed to an acquired entity during the first 12 months following the acquisition date represent differences
between the Acquisition Impact and the actual results and (ii) the calculation of our organic change percentages includes the
organic activity of an acquired entity relative to the Acquisition Impact of such entity. With respect to material dispositions, the
organic changes that are discussed below reflect adjustments to exclude the historical prior-year results of any disposed entities
to the extent that such entities are not included in the corresponding results for the current-year period.
Changes in foreign currency exchange rates have a significant impact on our reported operating results as all of our
operating segments have functional currencies other than the U.S. dollar. Our primary exposure to FX risk during the three
months ended December 31, 2023 was to the euro and Swiss franc, as 55.1% and 46.7% of our reported revenue during the
period was derived from subsidiaries whose functional currencies are the euro and Swiss franc, respectively. In addition, our
reported operating results are impacted by changes in the exchange rates for certain other local currencies in Europe. The
portions of the changes in the various components of our results of operations that are attributable to changes in FX are
highlighted under Discussion and Analysis of our Reportable Segments and Discussion and Analysis of our Consolidated
Operating Results below. For information regarding our foreign currency risks and the applicable foreign currency exchange
rates in effect for the periods covered by this Annual Report on Form 10-K, see Quantitative and Qualitative Disclosures about
Market Risk — Foreign Currency Risk below.
The amounts presented and discussed below represent 100% of each of our consolidated reportable segment’s results of
operations. The noncontrolling owners’ interests in the operating results of Telenet, prior to the Telenet Takeover Bid, and other
less significant majority-owned subsidiaries are reflected in net earnings or loss attributable to noncontrolling interests in our
consolidated statements of operations. Furthermore, despite only holding a 50% noncontrolling interest in both the VMO2 JV
and the VodafoneZiggo JV, we present 100% of the revenue and Adjusted EBITDA of those entities in the tables below.
Discussion and Analysis of our Reportable Segments
General
All of our reportable segments derive their revenue primarily from residential and B2B communications services. For
detailed information regarding the composition of our reportable segments and how we define and categorize our revenue
components, see note 19 to our consolidated financial statements. For information regarding the results of operations of the
VMO2 JV and the VodafoneZiggo JV, refer to Discussion and Analysis of our Consolidated Operating Results — Share of
results of affiliates, net below.
The tables presented below in this section provide the details of the revenue and Adjusted EBITDA of our reportable
segments for 2023, as compared to 2022. These tables present (i) the amounts reported for the current and comparative periods,
(ii) the reported U.S. dollar change and percentage change from period to period and (iii) with respect to our consolidated
reportable segments, the organic U.S. dollar change and percentage change from period to period. For our organic comparisons,
which exclude the impact of FX, we assume that exchange rates remained constant at the prior-period rate during all periods
presented. We also provide a table showing the Adjusted EBITDA margins of our reportable segments for 2023 and 2022 at the
end of this section.
Most of our revenue is derived from jurisdictions that administer VAT or similar revenue-based taxes. Any increases in
these taxes could have an adverse impact on our ability to maintain or increase our revenue to the extent that we are unable to
pass such tax increases on to our customers. In the case of revenue-based taxes for which we are the ultimate taxpayer, we will
also experience increases in our operating costs and expenses and corresponding declines in our Adjusted EBITDA and
Adjusted EBITDA margins to the extent of any such tax increases.
II-6
We pay interconnection fees to other telephony providers when calls or text messages from our subscribers terminate on
another network, and we receive similar fees from such providers when calls or text messages from their customers terminate
on our networks or networks that we access through MVNO or other arrangements. The amounts we charge and incur with
respect to fixed-line telephony and mobile interconnection fees are subject to regulatory oversight. To the extent that regulatory
authorities introduce fixed-line or mobile termination rate changes, we would experience prospective changes and, in very
limited cases, we could experience retroactive changes in our interconnect revenue and/or costs. The ultimate impact of any
such changes in termination rates on our Adjusted EBITDA would be dependent on the call or text messaging patterns that are
subject to the changed termination rates.
We are subject to inflationary pressures with respect to certain costs and foreign currency exchange risk with respect to
costs and expenses that are denominated in currencies other than the respective functional currencies of our reportable
segments. Any cost increases that we are not able to pass on to our subscribers through rate increases would result in increased
pressure on our operating margins. For additional information regarding our foreign currency exchange risks see Quantitative
and Qualitative Disclosures about Market Risk — Foreign Currency Risk below.
Consolidated Adjusted EBITDA is a non-GAAP measure, which we believe is a meaningful measure because it represents
a transparent view of our recurring operating performance that is unaffected by our capital structure and allows management to
readily view operating trends from a consolidated view. Investors should view consolidated Adjusted EBITDA as a supplement
to, and not a substitute for, GAAP measures of performance included in our consolidated statements of operations.
The following table provides a reconciliation of earnings (loss) from continuing operations to Adjusted EBITDA:
2023
Year ended December 31,
2022
in millions
2021
(3,873.8) $
1,105.3 $ 13,527.5
149.6
318.9
(225.5)
(134.4)
—
—
—
—
—
(700.5)
(377.8)
—
2,019.3
1,267.8
1.4
(2.8)
473.3
(44.9)
(227.5)
(10,873.8)
—
—
175.4
90.6
557.3
70.8
526.3
907.9
323.5
(1,407.2)
(1,213.1)
589.3
146.8
85.1
2,171.4
192.1
(820.6)
(1,324.5)
(537.3)
882.1
1,320.3
(19.0)
2,353.7
308.1
Earnings (loss) from continuing operations ................................................................. $
Income tax expense ......................................................................................................
Other income, net .........................................................................................................
Gain on AtlasEdge JV Transactions .............................................................................
Gain on U.K. JV Transaction .......................................................................................
Gain on Telenet Tower Sale .........................................................................................
Gain associated with the Telenet Wyre Transaction ....................................................
Share of results of affiliates, net ...................................................................................
Losses (gains) on debt extinguishment, net ..................................................................
Realized and unrealized losses (gains) due to changes in fair values of certain
investments, net ........................................................................................................
Foreign currency transaction losses (gains), net ..........................................................
Realized and unrealized losses (gains) on derivative instruments, net ........................
Interest expense ............................................................................................................
Operating income (loss) .............................................................................................
(244.5)
Impairment, restructuring and other operating items, net ............................................
Depreciation and amortization .....................................................................................
Share-based compensation expense .............................................................................
67.9
2,315.2
231.0
Adjusted EBITDA ................................................................................................... $
2,369.6 $
2,595.4 $
3,963.1
II-7
Revenue of our Reportable Segments
General. While not specifically discussed in the below explanations of the changes in the revenue of our reportable
segments, we are experiencing competition in all of our markets. This competition has an adverse impact on our ability to
increase or maintain our total number of customers and/or our ARPU.
Variances in the subscription revenue that we receive from our customers are a function of (i) changes in the number of our
fixed-line customers or mobile subscribers outstanding during the period and (ii) changes in ARPU. Changes in ARPU can be
attributable to (a) changes in prices, (b) changes in bundling or promotional discounts, (c) changes in the tier of services
selected, (d) variances in subscriber usage patterns and (e) the overall mix of fixed and mobile products within a segment
during the period.
Year ended December 31,
Increase (decrease)
Organic
increase (decrease)
2023
2022 (a)
$
%
$
%
in millions, except percentages
Sunrise ................................................................ $ 3,380.4 $ 3,180.9 $
Telenet ................................................................
VM Ireland ..........................................................
Central and Other ................................................
Intersegment eliminations ...................................
(247.1)
Total ............................................................... $ 7,491.4 $ 7,195.7 $
494.7
959.9
506.1
775.7
(260.0)
2,807.3
3,089.2
VMO2 JV ............................................................ $ 13,574.1 $ 12,857.2 $
VodafoneZiggo JV .............................................. $ 4,450.5 $ 4,284.6 $
_______________
N.M. — Not Meaningful.
199.5
281.9
11.4
(184.2)
(12.9)
295.7
716.9
165.9
6.3 $
(10.1)
10.0
2.3
(19.2)
N.M.
54.5
(2.0)
(135.5)
(12.9)
4.1 $
(106.0)
(0.3)
1.8
(0.4)
(14.1)
N.M.
(1.4)
5.6
3.9
(a)
Amounts have been revised, as applicable, to reflect the retrospective impact of the Tech Framework, as further
described in note 19 to our consolidated financial statements.
II-8
Sunrise. The details of the increase in Sunrise’s revenue during 2023, as compared to 2022, are set forth below:
Subscription
revenue
Non-
subscription
revenue
in millions
Total
Decrease in residential fixed subscription revenue due to change in:
Average number of customers .................................................................................. $
ARPU ........................................................................................................................
(9.0) $
(37.4)
Increase in residential fixed non-subscription revenue (a) ...........................................
—
Total increase (decrease) in residential fixed revenue ...........................................
(46.4)
Increase (decrease) in residential mobile revenue (b) ..................................................
Increase in B2B revenue ...............................................................................................
Decrease in other revenue .............................................................................................
Total organic increase (decrease) ...........................................................................
Impact of acquisitions ...................................................................................................
Impact of FX .................................................................................................................
Total ....................................................................................................................... $
23.4
4.4
—
(18.6)
10.1
142.8
134.3 $
— $
—
29.1
29.1
(17.1)
3.3
(6.8)
8.5
—
56.7
65.2 $
(9.0)
(37.4)
29.1
(17.3)
6.3
7.7
(6.8)
(10.1)
10.1
199.5
199.5
_______________
(a)
(b)
The increase in residential fixed non-subscription revenue is primarily attributable to higher revenue from equipment
sales.
The increase in residential mobile subscription revenue is primarily due to an increase in the average number of mobile
subscribers. The decrease in residential mobile non-subscription revenue is primarily attributable to lower interconnect
revenue.
II-9
Telenet. The details of the increase in Telenet’s revenue during 2023, as compared to 2022, are set forth below:
Subscription
revenue
Non-
subscription
revenue
in millions
Total
Increase (decrease) in residential fixed subscription revenue due to change in:
Average number of customers ................................................................................... $
ARPU ........................................................................................................................
Decrease in residential fixed non-subscription revenue ...............................................
Total increase (decrease) in residential fixed revenue ............................................
Increase in residential mobile revenue (a) ....................................................................
Increase in B2B revenue (b) .........................................................................................
Increase in other revenue ..............................................................................................
Total organic increase .............................................................................................
Impact of acquisitions ...................................................................................................
(35.7) $
— $
(35.7)
44.3
—
8.6
16.4
21.4
—
46.4
24.1
—
(9.2)
(9.2)
0.7
13.6
3.0
8.1
122.6
44.3
(9.2)
(0.6)
17.1
35.0
3.0
54.5
146.7
(1.6)
82.3
Impact of dispositions ...................................................................................................
Impact of FX .................................................................................................................
(0.1)
57.8
(1.5)
24.5
Total ........................................................................................................................ $
128.2 $
153.7 $
281.9
_______________
(a)
The increase in residential mobile subscription revenue is primarily attributable to higher ARPU.
(b)
The increase in B2B subscription revenue is primarily due to an increase in the average number of customers. The
increase in B2B non-subscription revenue is primarily attributable to higher revenue from wholesale services.
For information concerning certain regulatory developments that could have an adverse impact on our revenue at Telenet,
see Legal and Regulatory Proceedings and Other Contingencies — Belgium Regulatory Developments in note 18 to our
consolidated financial statements.
VM Ireland. The details of the increase in VM Ireland’s revenue during 2023, as compared to 2022, are set forth below:
Subscription
revenue
Non-
subscription
revenue
in millions
Total
Increase (decrease) in residential fixed subscription revenue due to change in:
Average number of customers ................................................................................... $
ARPU ........................................................................................................................
Decrease in residential fixed non-subscription revenue ...............................................
3.9
—
Total decrease in residential fixed revenue ............................................................
(7.7)
Increase (decrease) in residential mobile revenue ........................................................
Increase (decrease) in B2B revenue ..............................................................................
Increase in other revenue ..............................................................................................
Total organic increase (decrease) ...........................................................................
Impact of FX .................................................................................................................
2.6
0.8
—
(4.3)
9.4
(11.6) $
— $
(11.6)
—
(0.7)
(0.7)
(1.5)
(0.5)
5.0
2.3
4.0
3.9
(0.7)
(8.4)
1.1
0.3
5.0
(2.0)
13.4
11.4
Total ........................................................................................................................ $
5.1 $
6.3 $
II-10
Programming and Other Direct Costs of Services, Other Operating Expenses and SG&A Expenses of our Consolidated
Reportable Segments
For information regarding the changes in our (i) programming and other direct costs of services, (ii) other operating
expenses and (iii) SG&A expenses, see Discussion and Analysis of our Consolidated Operating Results below.
Adjusted EBITDA of our Reportable Segments
Adjusted EBITDA is the primary measure used by our chief operating decision maker to evaluate segment operating
performance. As presented below, consolidated Adjusted EBITDA is a non-GAAP measure, which investors should view as a
supplement to, and not a substitute for, GAAP measures of performance included in our consolidated statements of operations.
The following table sets forth the Adjusted EBITDA of our reportable segments.
Year ended December 31,
2022 (a)
2023
Increase (decrease)
$
%
Organic decrease
%
$
in millions, except percentages
Sunrise .......................................................... $
Telenet ..........................................................
VM Ireland ...................................................
Central and Other .........................................
Intersegment eliminations ............................
1,148.5 $
1,097.8 $
1,315.2
181.4
(214.7)
(60.8)
1,299.6
183.6
74.7
50.7
15.6
(2.2)
(289.4)
(60.3)
(0.5)
4.6 $
(28.0)
1.2
(1.2)
N.M.
N.M.
(6.1)
(6.9)
(238.0)
(0.5)
(2.5)
(0.5)
(3.7)
N.M.
N.M.
Total ........................................................ $
2,369.6 $
2,595.4 $
(225.8)
(8.7) $
(279.5)
(10.8)
VMO2 JV ..................................................... $
VodafoneZiggo JV ....................................... $
_______________
N.M. — Not Meaningful.
4,531.3 $
4,562.2 $
1,972.5 $
2,018.0 $
(30.9)
(45.5)
(0.7)
(2.3)
(a)
Amounts have been revised, as applicable, to reflect the retrospective impact of the Tech Framework, as further
described in note 19 to our consolidated financial statements.
Adjusted EBITDA Margin
The following table sets forth the Adjusted EBITDA margins (Adjusted EBITDA divided by revenue) of each of our
reportable segments:
Sunrise ................................................................................................................................................
Telenet ................................................................................................................................................
VM Ireland .........................................................................................................................................
VMO2 JV ...........................................................................................................................................
VodafoneZiggo JV .............................................................................................................................
_______________
Year ended December 31,
2022 (a)
2023
34.0%
42.6%
35.8%
33.4%
44.3%
34.5%
46.3%
37.1%
35.5%
47.1%
(a)
Amounts have been revised, as applicable, to reflect the retrospective impact of the Tech Framework, as further
described in note 19 to our consolidated financial statements.
II-11
In addition to organic changes in the revenue, operating and SG&A expenses of our reportable segments, the Adjusted
EBITDA margins presented above include the impact of acquisitions, as applicable. For discussion of the factors contributing to
the changes in the Adjusted EBITDA margins of our consolidated reportable segments, see the analysis of our revenue included
in Discussion and Analysis of our Reportable Segments above and the analysis of our expenses included in Discussion and
Analysis of our Consolidated Operating Results below. For discussion of the factors contributing to the changes in the Adjusted
EBITDA margins of the VMO2 JV and the VodafoneZiggo JV, see Discussion and Analysis of our Consolidated Operating
Results — Share of results of affiliates, net below.
Discussion and Analysis of our Consolidated Operating Results
General
For more detailed explanations of the changes in our revenue, see Discussion and Analysis of our Reportable Segments
above.
Revenue
Our revenue by major category is set forth below:
Year ended December 31,
Increase (decrease)
2023
2022
$
%
in millions, except percentages
Organic
increase (decrease)
$
%
Residential revenue:
Residential fixed revenue (a):
Subscription revenue (b):
Broadband internet ..................................... $ 1,491.0 $ 1,378.2 $
Video ..........................................................
Fixed-line telephony ..................................
Total subscription revenue ......................
Non-subscription revenue .............................
Total residential fixed revenue ..............
2,837.0
1,077.4
2,941.9
1,091.3
381.4
359.6
69.2
46.3
2,883.3
3,011.1
Residential mobile revenue (c):
Subscription revenue (b) ..............................
Non-subscription revenue .............................
Total residential mobile revenue ...............
Total residential revenue .........................
B2B revenue (d):
1,519.3
1,401.4
550.9
2,070.2
5,081.3
543.7
1,945.1
4,828.4
Subscription revenue ......................................
Non-subscription revenue ..............................
Total B2B revenue ........................................
Other revenue (e) ..............................................
561.7
934.9
515.1
861.7
1,496.6
1,376.8
913.5
990.5
Total ........................................................ $ 7,491.4 $ 7,195.7 $
_______________
112.8
13.9
(21.8)
104.9
22.9
127.8
117.9
7.2
125.1
252.9
46.6
73.2
119.8
(77.0)
295.7
8.2 $
46.6
1.3
(5.7)
3.7
49.5
4.4
8.4
1.3
6.4
5.2
9.0
8.5
8.7
(56.4)
(35.3)
(45.1)
18.9
(26.2)
42.4
(19.0)
23.4
(2.8)
26.7
16.8
43.5
(7.8)
(146.7)
4.1 $
(106.0)
3.4
(5.1)
(9.3)
(1.6)
40.0
(0.9)
3.0
(3.5)
1.2
(0.1)
5.2
1.9
3.1
(13.4)
(1.4)
(a)
(b)
Residential fixed subscription revenue includes amounts received from subscribers for ongoing services and the
recognition of deferred installation revenue over the associated contract period. Residential fixed non-subscription
revenue includes, among other items, channel carriage fees, late fees and revenue from the sale of equipment.
Residential subscription revenue from subscribers who purchase bundled services at a discounted rate is generally
allocated proportionally to each service based on the standalone price for each individual service. As a result, changes in
the standalone pricing of our fixed and mobile products or the composition of bundles can contribute to changes in our
product revenue categories from period to period.
II-12
(c)
(d)
Residential mobile subscription revenue includes amounts received from subscribers for ongoing services. Residential
mobile non-subscription revenue includes, among other items, interconnect revenue and revenue from sales of mobile
handsets and other devices. Residential mobile interconnect revenue was $114.4 million and $140.0 million during 2023
and 2022, respectively.
B2B subscription revenue represents revenue from (i) services provided to SOHO subscribers and (ii) mobile services
provided to medium and large enterprises. SOHO subscribers pay a premium price to receive expanded service levels
along with broadband internet, video, fixed-line telephony or mobile services that are the same or similar to the mass
marketed products offered to our residential subscribers. A portion of the change in our B2B subscription revenue is
attributable to the conversion of certain residential subscribers to SOHO subscribers. B2B non-subscription revenue
includes (a) revenue from business broadband internet, video, fixed-line telephony and data services offered to medium
and large enterprises and, fixed-line and mobile services on a wholesale basis, to other operators and (b) revenue from
long-term leases of portions of our network.
(e)
Other revenue includes, among other items, (i) broadcasting revenue at Telenet, VM Ireland and Sunrise, (ii) revenue
earned from the U.K. JV Services and NL JV Services, (iii) revenue earned from the sale of CPE to the VodafoneZiggo
JV and (iv) revenue earned from transitional and other services provided to various third parties.
Total revenue. Our consolidated revenue increased $295.7 million or 4.1% during 2023, as compared to 2022. This
increase includes an increase of $156.7 million attributable to the impact of acquisitions. On an organic basis, our consolidated
revenue decreased $106.0 million or 1.4%.
Residential revenue. The details of the increase in our consolidated residential revenue during 2023, as compared to 2022,
are as follows (in millions):
Increase (decrease) in residential fixed subscription revenue due to change in:
Average number of customers ................................................................................................................................ $
ARPU .....................................................................................................................................................................
Increase in residential fixed non-subscription revenue .............................................................................................
Total decrease in residential fixed revenue .........................................................................................................
Increase in residential mobile subscription revenue .................................................................................................
Decrease in residential mobile non-subscription revenue .........................................................................................
Total decrease in residential revenue ..................................................................................................................
Impact of acquisitions and dispositions ....................................................................................................................
Impact of FX .............................................................................................................................................................
Total increase in residential revenue ................................................................................................................. $
(59.0)
13.9
18.9
(26.2)
42.4
(19.0)
(2.8)
34.9
220.8
252.9
On an organic basis, our consolidated residential fixed subscription revenue decreased $45.1 million or 1.6% during 2023,
as compared to 2022, primarily attributable to a decrease at Sunrise.
On an organic basis, our consolidated residential fixed non-subscription revenue increased $18.9 million or 40.0% during
2023, as compared to 2022, primarily due to an increase at Sunrise.
On an organic basis, our consolidated residential mobile subscription revenue increased $42.4 million or 3.0% during 2023,
as compared to 2022, primarily attributable to increases at Sunrise and Telenet.
On an organic basis, our consolidated residential mobile non-subscription revenue decreased $19.0 million or 3.5% during
2023, as compared to 2022, primarily due to a decrease at Sunrise.
B2B revenue. On an organic basis, our consolidated B2B subscription revenue increased $26.7 million or 5.2% during
2023, as compared to 2022, primarily due to an increase at Telenet.
On an organic basis, our consolidated B2B non-subscription revenue increased $16.8 million or 1.9% during 2023, as
compared to 2022, primarily due to an increase at Telenet.
II-13
Other revenue. On an organic basis, our consolidated other revenue decreased $146.7 million or 13.4% during 2023, as
compared to 2022, primarily attributable to (i) a decrease in revenue earned from the U.K. JV Services and NL JV Services and
(ii) lower revenue earned from the sale of CPE to the VodafoneZiggo JV. For additional information regarding the decrease in
revenue earned from the U.K. JV Services and NL JV Services, see note 19 to our consolidated financial statements.
Programming and other direct costs of services
Programming and other direct costs of services include programming and copyright costs, interconnect and access costs,
costs of mobile handsets and other devices and other direct costs related to our operations, including costs associated with our
transitional service agreements and certain costs related to the development of externally marketed software. Programming and
copyright costs represent a significant portion of our operating costs and are subject to rise in future periods due to various
factors, including (i) higher costs associated with the expansion of our digital video content, including rights associated with
ancillary product offerings and rights that provide for the broadcast of live sporting events and (ii) rate increases.
The details of our programming and other direct costs of services are as follows:
Year ended December 31,
Increase (decrease)
2023
2022 (a)
$
%
in millions, except percentages
Organic
increase (decrease)
$
%
Sunrise ................................................................ $ 1,100.6 $ 1,020.1 $
Telenet ................................................................
VM Ireland ..........................................................
Central and Other ................................................
Intersegment eliminations ...................................
(85.9)
Total ............................................................. $ 2,384.7 $ 2,085.7 $
(90.4)
139.0
134.2
657.9
789.1
446.4
359.4
80.5
131.2
4.8
87.0
(4.5)
7.9 $
33.5
19.9
3.6
24.2
N.M.
5.4
1.4
95.7
(4.5)
299.0
14.3 $
131.5
3.3
0.7
1.0
26.6
N.M.
6.1
_______________
N.M. — Not Meaningful.
(a)
Amounts have been revised, as applicable, to reflect the retrospective impact of the Tech Framework, as further
described in note 19 to our consolidated financial statements.
Our programming and other direct costs of services increased $299.0 million or 14.3% during 2023, as compared to 2022.
This increase includes an increase of $86.9 million attributable to the impact of acquisitions. On an organic basis, our
programming and other direct costs of services increased $131.5 million or 6.1%. This increase includes the following factors:
•
•
•
An increase of $96.9 million at Central and Other associated with the impact of our determination to market and sell
certain of our internally-developed software to third parties, as further described in note 19 to our consolidated
financial statements;
A decrease in interconnect and access costs of $11.1 million or 4.0%, primarily due to the net effect of (i) lower
interconnect and mobile roaming costs, primarily at Sunrise and Telenet, and (ii) higher lease and B2B data costs,
primarily at Sunrise; and
A decrease in costs of $10.3 million at Central and Other related to the sale of CPE to the VodafoneZiggo JV.
II-14
Other operating expenses
Other operating expenses include network operations, customer operations, customer care, share-based compensation and
other costs related to our operations. We do not include share-based compensation in the following discussion and analysis of
the other operating expenses of our consolidated reportable segments as share-based compensation expense is not included in
the performance measures of our consolidated reportable segments. Share-based compensation expense is separately discussed
further below.
The details of our other operating expenses are as follows:
Year ended December 31,
Increase (decrease)
Organic
increase (decrease)
2023
2022 (a)
$
%
$
%
in millions, except percentages
Sunrise ............................................................... $
Telenet ...............................................................
VM Ireland .........................................................
Central and Other ...............................................
Intersegment eliminations ..................................
Total other operating expenses excluding
share-based compensation expense ............
Share-based compensation expense ...................
497.6 $
462.5 $
512.8
123.4
149.4
441.9
110.5
154.3
(87.8)
(85.9)
35.1
70.9
12.9
(4.9)
(1.9)
7.6 $
16.0
11.7
(3.2)
N.M.
3.7
23.3
9.7
(11.3)
(1.9)
0.8
4.9
8.8
(7.3)
N.M.
1,195.4
1,083.3
11.7
4.9
112.1
6.8
10.3 $
23.5
2.1
138.8
10.9
Total ............................................................ $ 1,207.1 $ 1,088.2 $
118.9
_______________
N.M. — Not Meaningful.
(a)
Amounts have been revised, as applicable, to reflect the retrospective impact of the Tech Framework, as further
described in note 19 to our consolidated financial statements.
Our other operating expenses (exclusive of share-based compensation expense) increased $112.1 million or 10.3% during
2023, as compared to 2022. This increase includes an increase of $16.6 million attributable to the impact of acquisitions. On an
organic basis, our other operating expenses increased $23.5 million or 2.1%. This increase includes the following factors:
•
•
•
•
An increase in outsourced labor costs of $15.2 million or 17.0%, primarily associated with customer facing activities at
Telenet and Sunrise;
An increase in personnel costs of $14.0 million or 4.4%, primarily due to the net effect of (i) higher average costs per
employee, primarily at Central and Other and Telenet, (ii) lower staffing levels, primarily at Central and Other, and
(iii) higher costs due to lower capitalizable activities, primarily at Central and Other;
A $11.2 million decrease in costs at Telenet associated with the one-time benefit from expected settlements of certain
operational contingencies during the second quarter of 2023; and
A decrease in other operating expenses due to $4.5 million recognized at Sunrise associated with the sale of certain
handset receivables in the second quarter of 2022. The expense recognized represents the difference between the
carrying amount of the associated receivables and the amount received pursuant to the sale.
SG&A expenses
SG&A expenses include human resources, information technology, general services, management, finance, legal, external
sales and marketing costs, share-based compensation and other general expenses. We do not include share-based compensation
in the following discussion and analysis of the SG&A expenses of our consolidated reportable segments as share-based
compensation expense is not included in the performance measures of our consolidated reportable segments. Share-based
compensation expense is separately discussed further below.
II-15
The details of our SG&A expenses are as follows:
Year ended December 31,
Increase (decrease)
2023
2022 (a)
$
%
in millions, except percentages
Organic
increase (decrease)
$
%
Sunrise ............................................................... $
Telenet ...............................................................
VM Ireland .........................................................
Central and Other ...............................................
Intersegment eliminations ..................................
Total SG&A expenses excluding share-
based compensation expense ......................
Share-based compensation expense ...................
633.7 $
600.5 $
472.1
62.3
394.6
407.9
66.4
371.5
(21.0)
(15.0)
1,541.7
1,431.3
219.3
187.2
Total ............................................................ $ 1,761.0 $ 1,618.5 $
33.2
64.2
(4.1)
23.1
(6.0)
110.4
32.1
142.5
5.5 $
(19.3)
15.7
(6.2)
6.2
N.M.
31.9
(6.2)
18.1
(6.0)
(3.1)
7.5
(9.3)
4.9
N.M.
7.7 $
18.5
1.3
17.1
8.8
______________
N.M. — Not Meaningful.
(a)
Amounts have been revised, as applicable, to reflect the retrospective impact of the Tech Framework, as further
described in note 19 to our consolidated financial statements.
Supplemental SG&A expense information
Year ended December 31,
Increase
Organic
increase (decrease)
2023
2022
$
%
$
%
in millions, except percentages
General and administrative (a) ............................ $ 1,198.1 $ 1,102.9 $
External sales and marketing ..............................
328.4
343.6
95.2
15.2
Total ............................................................... $ 1,541.7 $ 1,431.3 $
110.4
______________
8.6 $
4.6
7.7 $
29.9
(11.4)
18.5
2.6
(3.4)
1.3
(a)
General and administrative expenses include all personnel-related costs within our SG&A expenses, including personnel-
related costs associated with our sales and marketing function.
Our SG&A expenses (exclusive of share-based compensation expense) increased $110.4 million or 7.7% during 2023, as
compared to 2022. This increase includes an increase of $32.1 million attributable to the impact of acquisitions. On an organic
basis, our SG&A expenses increased $18.5 million or 1.3%. This increase includes the following factors:
•
•
•
An increase in personnel costs of $33.6 million or 5.4%, primarily due to (i) higher average costs per employee,
primarily at Telenet and Central and Other, and (ii) increases in incentive compensation costs at Sunrise and Central
and Other;
A decrease in external sales and marketing costs of $11.4 million or 3.4%, primarily due to the net effect of (i) lower
costs associated with advertising campaigns, primarily at Sunrise and Telenet, and (ii) higher third-party sales
commissions at Telenet and Sunrise; and
An increase in business service costs of $8.9 million or 4.5%, primarily due to higher (i) consulting costs at Sunrise
and (ii) travel and entertainment costs at Central and Other.
II-16
Share-based compensation expense
Our share-based compensation expense primarily relates to the share-based incentive awards issued by Liberty Global to its
employees and employees of its subsidiaries. A summary of our aggregate share-based compensation expense is set forth
below:
Year ended December 31,
2023
2022
in millions
Liberty Global:
Non-performance based incentive awards (a) .................................................................................. $
Performance-based incentive awards (b) ..........................................................................................
Other (c) ...........................................................................................................................................
Total Liberty Global (d) ................................................................................................................
Telenet share-based incentive awards (e) ...........................................................................................
Other ....................................................................................................................................................
157.4 $
133.5
6.9
33.5
197.8
27.7
5.5
7.1
30.8
171.4
10.9
9.8
Total ........................................................................................................................................... $
231.0 $
192.1
Included in:
Other operating expenses ................................................................................................................. $
11.7 $
Total SG&A expenses ......................................................................................................................
219.3
Total ............................................................................................................................................. $
231.0 $
4.9
187.2
192.1
_______________
(a)
(b)
(c)
(d)
In April 2023, the compensation committee of our board of directors approved the extension of the expiration dates of
outstanding SARs and director options granted in 2016 through 2018 from a seven-year term to a ten-year term (prior to
2019, awards granted under the 2014 Incentive Plans expired seven years after the grant date). Accordingly, the Black-
Scholes fair values of the outstanding awards increased, resulting in the recognition of an aggregate incremental share-
based compensation expense of $27.1 million during 2023.
The 2023 amount includes share-based compensation expense related to certain Telenet Replacement Awards. The 2022
amount includes share-based compensation expense related to our 2019 Challenge Performance Awards.
Represents annual incentive compensation and defined contribution plan liabilities that have been or are expected to be
settled with Liberty Global common shares. In the case of the annual incentive compensation, shares have been or will be
issued to senior management and key employees pursuant to a shareholding incentive program. The shareholding
incentive program allows these employees to elect to receive up to 100% of their annual incentive compensation in
common shares of Liberty Global in lieu of cash. In addition, amounts include compensation expense related to the
Ventures Incentive Plans.
In accordance with the terms of the Telenet Takeover Bid, we issued Telenet Replacement Awards to employees and
former directors of Telenet in exchange for corresponding Telenet awards. In connection with the Telenet Takeover Bid,
the Telenet Replacement Awards were remeasured as of October 13, 2023 in a 1:2 ratio between Liberty Global Class A
and Liberty Global Class C shares. No incremental share-based compensation expense was recognized from the
remeasurement and modification of the Telenet awards. The Telenet Replacement Awards were re-granted on November
7, 2023, resulting in total share-based compensation expense of $50.0 million, of which $8.5 million was recognized on
this date due to the immediate vesting of select Telenet Replacement Awards. The remaining expense of $41.5 million
will be amortized over the remaining service periods of the unvested Telenet Replacement Awards, subject to forfeitures
and the satisfaction of performance conditions. For further information regarding the Telenet Takeover Bid, see note 14
to our consolidated financial statements.
(e)
Represents the share-based compensation expense associated with Telenet’s share-based incentive awards prior to the
Telenet Takeover Bid. In addition, €7.6 million ($8.2 million at the applicable rate) was expensed during the fourth
quarter of 2023 related to the reimbursement of certain employee income taxes associated with the ESOP 2019 and the
ESOP 2020.
II-17
For additional information concerning our share-based compensation, see note 15 to our consolidated financial statements.
Depreciation and amortization expense
Our depreciation and amortization expense was $2,315.2 million and $2,171.4 million during 2023 and 2022, respectively.
Excluding the effects of FX, depreciation and amortization expense increased $52.5 million or 2.4% during 2023, as compared
to 2022. This increase is primarily due to the net effect of (i) a decrease associated with certain assets becoming fully
depreciated, primarily at Central and Other, Sunrise and Telenet, (ii) an increase associated with property and equipment
additions related to the installation of CPE, the expansion and upgrade of our networks and other capital initiatives, primarily at
Central and Other, Sunrise and Telenet, (iii) an increase associated with changes in the useful life of certain assets, primarily in
Central and Other and Telenet, and (iv) an increase associated with acquisitions, primarily at Telenet and Sunrise. For
additional information regarding our recent acquisitions, see note 5 to our consolidated financial statements.
Impairment, restructuring and other operating items, net
We recognized impairment, restructuring and other operating items, net, of $67.9 million and $85.1 million during 2023
and 2022, respectively.
The 2023 amount primarily includes (i) restructuring costs of $52.4 million, primarily at Sunrise, Telenet and VM Ireland,
(ii) direct acquisition and disposition costs of $29.9 million, primarily at Telenet and Central and Other, (iii) a $21.4 million
credit to abandoned lease expense, primarily at Sunrise, and (iv) a provision for legal contingencies of $10.0 million, primarily
at Sunrise.
The 2022 amount primarily includes (i) a $39.6 million provision at Central and Other related to a legal contingency, (ii)
abandoned lease expense of $20.2 million, primarily at Sunrise, and (iii) direct acquisition and disposition costs of $19.4
million, primarily at Telenet.
If, among other factors, the adverse impacts of economic, competitive, regulatory or other factors were to cause our results
of operations or cash flows to be worse than anticipated, we could conclude in future periods that impairment charges are
required in order to reduce the carrying values of our goodwill and, to a lesser extent, other long-lived assets. Any such
impairment charges could be significant.
For additional information regarding our impairments, see Critical Accounting Policies, Judgments and Estimates —
Impairment of Goodwill below.
Interest expense
We recognized interest expense of $907.9 million and $589.3 million during 2023 and 2022, respectively. Excluding the
effects of FX, interest expense increased $292.3 million or 49.6% during 2023, as compared to 2022. This increase is primarily
attributable to a higher weighted average interest rate and a higher average outstanding debt balance. For additional information
regarding our outstanding indebtedness, see note 11 to our consolidated financial statements.
It is possible that the interest rates on (i) any new borrowings could be higher than the current interest rates on our existing
indebtedness and (ii) our variable-rate indebtedness could increase in future periods. As further discussed in note 8 to our
consolidated financial statements and under Qualitative and Quantitative Disclosures about Market Risk below, we use
derivative instruments to manage our interest rate risks.
II-18
Realized and unrealized gains (losses) on derivative instruments, net
Our realized and unrealized gains or losses on derivative instruments include (i) unrealized changes in the fair values of
our derivative instruments that are non-cash in nature until such time as the derivative contracts are fully or partially settled and
(ii) realized gains or losses upon the full or partial settlement of the derivative contracts. The details of our realized and
unrealized gains (losses) on derivative instruments, net, are as follows:
Year ended December 31,
2023
2022
in millions
Cross-currency and interest rate derivative contracts (a) .................................................................... $
Equity-related derivative instruments (b) ............................................................................................
Foreign currency forward and option contracts ..................................................................................
Other ....................................................................................................................................................
(785.4) $
1,185.5
258.5
0.6
—
—
28.3
(0.7)
Total ............................................................................................................................................. $
(526.3) $
1,213.1
_______________
(a)
The loss during 2023 is attributable to net losses associated with changes in (i) the relative value of certain currencies
and (ii) certain market interest rates. In addition, the loss during 2023 includes a net gain of $36.9 million resulting from
changes in our credit risk valuation adjustments. The gain during 2022 is attributable to net gains associated with
changes in (a) certain market interest rates and (b) the relative value of certain currencies. In addition, the gain during
2022 includes a net loss of $16.6 million resulting from changes in our credit risk valuation adjustments.
(b)
For information concerning the factors that impact the valuations of our equity-related derivative instruments, see note 9
to our consolidated financial statements.
For additional information concerning our derivative instruments, see note 8 to our consolidated financial statements and
Quantitative and Qualitative Disclosures about Market Risk below.
Foreign currency transaction gains (losses), net
Our foreign currency transaction gains or losses primarily result from the remeasurement of monetary assets and liabilities
that are denominated in currencies other than the underlying functional currency of the applicable entity. Unrealized foreign
currency transaction gains or losses are computed based on period-end exchange rates and are non-cash in nature until such
time as the amounts are settled. The details of our foreign currency transaction gains (losses), net, are as follows:
Year ended December 31,
2023
2022
in millions
Intercompany balances denominated in a currency other than the entity’s functional currency (a) ... $
U.S. dollar denominated debt issued by euro functional currency entities ..........................................
Cash and restricted cash denominated in a currency other than the entity’s functional currency .......
249.0
9.2
(325.1) $
1,806.7
Other ....................................................................................................................................................
(3.9)
(476.7)
80.9
(3.7)
Total ................................................................................................................................................ $
(70.8) $
1,407.2
_______________
(a)
Amounts primarily relate to (i) loans between certain of our non-operating subsidiaries in Europe and (ii) loans between
certain of our non-operating and operating subsidiaries in Europe, which generally are denominated in the currency of
the applicable operating subsidiary.
For information regarding how we manage our exposure to foreign currency risk, see Quantitative and Qualitative
Disclosures about Market Risk — Foreign Currency Risk below.
II-19
Realized and unrealized gains (losses) due to changes in fair values of certain investments, net
Our realized and unrealized gains or losses due to changes in fair values of certain investments include unrealized gains or
losses associated with changes in fair values that are non-cash in nature until such time as these gains or losses are realized
through cash transactions. For additional information regarding our investments, fair value measurements, see notes 7 and 9,
respectively, to our consolidated financial statements. The details of our realized and unrealized gains (losses) due to changes in
fair values of certain investments, net, are as follows:
Year ended December 31,
2023
2022
in millions
Vodafone ............................................................................................................................................ $
Lacework ............................................................................................................................................
EdgeConneX .......................................................................................................................................
Plume ..................................................................................................................................................
ITV .....................................................................................................................................................
Lionsgate ............................................................................................................................................
SMAs ..................................................................................................................................................
Aviatrix ...............................................................................................................................................
Televisa Univision ..............................................................................................................................
Pax8 ....................................................................................................................................................
Skillz (a) .............................................................................................................................................
TiBiT (b) .............................................................................................................................................
Other, net (c) .......................................................................................................................................
(362.4) $
(148.6)
122.3
(77.8)
(40.5)
32.9
(26.4)
(22.7)
(9.9)
1.3
—
—
(25.5)
—
(26.3)
43.4
(55.4)
(233.9)
(69.2)
(49.1)
—
23.1
79.3
(34.7)
26.4
(27.1)
Total ............................................................................................................................................. $
(557.3) $
(323.5)
_______________
(a) We completed the sale of our investment in Skillz during the first quarter of 2023.
(b)
Our investment in TiBiT was sold during the fourth quarter of 2022.
(c)
Includes gains of $8.0 million and $15.7 million, respectively, related to investments that were sold during the year.
Gains (losses) on debt extinguishment, net
We recognized net gains (losses) on debt extinguishment of ($1.4 million) and $2.8 million during 2023 and 2022,
respectively.
The loss during 2023 is attributable to the write-off of unamortized deferred financing costs and discounts.
The gain during 2022 is attributable to the net effect of (i) a net gain associated with settlement discounts of $9.8 million,
(ii) the write-off of $5.5 million of unamortized deferred financing costs and discounts and (iii) the payment of $1.5 million of
third-party costs.
For additional information concerning our gains (losses) on debt extinguishment, net, see note 11 to our consolidated
financial statements.
II-20
Share of results of affiliates, net
The following table sets forth the details of our share of results of affiliates, net:
VMO2 JV (a) .................................................................................................................................... $
VodafoneZiggo JV (b) ......................................................................................................................
nexfibre JV ........................................................................................................................................
AtlasEdge JV .....................................................................................................................................
Formula E ..........................................................................................................................................
Streamz ..............................................................................................................................................
All3Media .........................................................................................................................................
Eltrona ...............................................................................................................................................
Other .................................................................................................................................................
Year ended December 31,
2023
2022
in millions
(1,723.1) $
(1,396.6)
(196.7)
(34.7)
(31.1)
(19.4)
(6.9)
4.0
—
(11.4)
241.2
25.2
(23.3)
(20.2)
(35.2)
(10.0)
(34.2)
(14.7)
Total .............................................................................................................................................. $
(2,019.3) $
(1,267.8)
_______________
(a)
Represents (i) our 50% share of the results of operations of the VMO2 JV and (ii) 100% of the share-based compensation
expense associated with Liberty Global awards granted to VMO2 JV employees who were formerly employees of
Liberty Global prior to the VMO2 JV formation, as these awards remain our responsibility. The summarized results of
operations of the VMO2 JV are set forth below:
Year ended December 31,
2023
2022
in millions
Revenue ................................................................................................................................. $
Adjusted EBITDA ................................................................................................................. $
Operating loss (1) .................................................................................................................. $
Non-operating income (expense) (2) ..................................................................................... $
Net loss .................................................................................................................................. $
_______________
13,574.1 $
12,857.2
4,531.3 $
4,562.2
(2,274.5) $
(3,461.5)
(1,454.3) $
448.7
(3,438.6) $
(3,042.0)
(1) Includes depreciation and amortization expense of $3,693.5 million and $4,108.5 million, respectively.
(2) Includes interest expense of $1,505.1 million and $1,016.2 million, respectively. In addition, amounts include
charges of £2.3 billion ($2.9 billion at the applicable rate) and £3.1 billion ($3.6 billion at the applicable rate),
respectively, related to the VMO2 JV’s goodwill impairments, as described in note 7 to our consolidated financial
statements.
The change in the VMO2 JV’s revenue during 2023, as compared to 2022, is primarily due to the net effect of (i) an
increase in other revenue of $720 million due to low-margin construction revenue from the nexfibre JV, (ii) a decrease in
residential fixed revenue and (iii) a one-time increase of $48 million in other revenue due to a change in the contract terms with
a related-party supplier, with each revenue category as defined and reported by the VMO2 JV. The change in the VMO2 JV’s
Adjusted EBITDA during 2023, as compared to 2022, is primarily due to the net effect of (a) the realization of synergies, (b)
higher energy costs and (c) the net impact of (1) the aforementioned one-time revenue increase, (2) a $35 million benefit in
2022 due to the resolution of a legal matter and (3) a reduction in costs of $19 million in 2023 due to a change in the contract
terms of services provided by a related-party. In addition, the reported revenue and Adjusted EBITDA amounts are impacted by
FX.
II-21
(b)
Represents (i) our 50% share of the results of operations of the VodafoneZiggo JV and (ii) interest income of $55.3
million and $53.8 million, respectively, representing 100% of the interest earned on the VodafoneZiggo JV Receivables.
The summarized results of operations of the VodafoneZiggo JV are set forth below:
Year ended December 31,
2023
2022
in millions
Revenue ................................................................................................................................. $
Adjusted EBITDA ................................................................................................................. $
Operating income (1) ............................................................................................................ $
Non-operating income (expense) (2) ..................................................................................... $
Net earnings (loss) ................................................................................................................. $
_______________
4,450.5 $
4,284.6
1,972.5 $
2,018.0
250.5 $
(865.1) $
(510.0) $
394.1
214.2
394.7
(1) Includes depreciation and amortization expense of $1,677.2 million and $1,610.7 million, respectively.
(2) Includes interest expense of $787.8 million and $606.4 million, respectively.
The change in the VodafoneZiggo JV’s revenue during 2023, as compared to 2022, is primarily due to (i) an increase in
residential mobile revenue and (ii) higher B2B fixed revenue. The change in the VodafoneZiggo JV’s Adjusted EBITDA during
2023, as compared to 2022, is primarily due to inflation-related increases in energy and staff costs. In addition, the reported
revenue and Adjusted EBITDA amounts are impacted by FX.
For additional information regarding our equity method investments, see note 7 to our consolidated financial statements.
Gain associated with the Telenet Wyre Transaction
In connection with the Telenet Wyre Transaction, we recognized a net gain of $377.8 million during 2023. For additional
information, see note 5 to our consolidated financial statements.
Gain on Telenet Tower Sale
In connection with the Telenet Tower Sale, we recognized a pre-tax gain of $700.5 million during 2022. For additional
information, see note 6 to our consolidated financial statements.
Gain on U.K. JV Transaction
In connection with the U.K. JV Transaction, we recognized a pre-tax gain of $10,873.8 million during 2021, net of the
recognition of a cumulative foreign currency translation loss of $1,198.6 million. For additional information, see note 6 to our
consolidated financial statements.
Gain on AtlasEdge JV Transactions
In connection with the AtlasEdge JV Transactions, we recognized a pre-tax gain of $227.5 million during 2021, net of the
recognition of a cumulative foreign currency translation loss of $1.8 million. For additional information, see note 6 to our
consolidated financial statements.
Other income, net
We recognized other income, net, of $225.5 million and $134.4 million during 2023 and 2022, respectively. These amounts
include (i) interest and dividend income of $212.7 million and $76.6 million, respectively, and (ii) credits related to the non-
service component of our net periodic pension costs of $12.1 million and $33.9 million, respectively.
II-22
Income tax expense
We recognized income tax expense of $149.6 million and $318.9 million during 2023 and 2022, respectively.
The income tax expense during 2023 differs from the expected income tax benefit of $875.2 million (based on the U.K.
blended income tax rate of 23.5%), primarily due to the net negative impact of (i) certain permanent differences between the
financial and tax accounting treatment of items associated with investments in subsidiaries and affiliates, (ii) a net increase in
valuation allowances and (iii) non-deductible or non-taxable foreign currency exchange results.
The income tax expense during 2022 differs from the expected income tax expense of $270.6 million (based on the U.K.
statutory income tax rate of 19.0%), primarily due to the net negative impact of (i) statutory rates in certain jurisdictions in
which we operate that differ from the U.K. statutory income tax rate, (ii) certain permanent differences between the financial
and tax accounting treatment of interest and other expenses and (iii) certain permanent differences between the financial and tax
accounting treatment of items associated with investments in subsidiaries and affiliates. The negative impact of these items was
partially offset by the net positive impact of non-deductible or non-taxable foreign currency exchange results.
For additional information concerning our income taxes, see note 13 to our consolidated financial statements.
Earnings (loss) from continuing operations
During 2023 and 2022, we reported earnings (loss) from continuing operations of ($3,873.8 million) and $1,105.3 million,
respectively, consisting of (i) operating income (loss) of ($244.5 million) and $146.8 million, respectively, (ii) net non-
operating income (expense) of ($3,479.7 million) and $1,277.4 million, respectively, and (iii) income tax expense of $149.6
million and $318.9 million, respectively.
Gains or losses associated with (i) changes in the fair values of derivative instruments, (ii) movements in foreign currency
exchange rates and (iii) the disposition of assets and changes in ownership are subject to a high degree of volatility and, as such,
any gains from these sources do not represent a reliable source of income. In the absence of significant gains in the future from
these sources or from other non-operating items, our ability to achieve earnings is largely dependent on our ability to increase
our aggregate operating income to a level that more than offsets the aggregate amount of our (a) interest expense, (b) other non-
operating expenses and (c) income tax expense.
Due largely to the fact that we seek to maintain our debt at levels that provide for attractive equity returns, as discussed
under Material Changes in Financial Condition — Capitalization below, we expect we will continue to report significant levels
of interest expense for the foreseeable future. For information concerning our expectations with respect to trends that may affect
certain aspects of our operating results in future periods, see the discussion under Overview above. For information concerning
the reasons for changes in specific line items in our consolidated statements of operations, see Discussion and Analysis of our
Reportable Segments and Discussion and Analysis of our Consolidated Operating Results above.
Earnings from discontinued operations, net of taxes
We reported earnings from discontinued operations, net of taxes, of $34.6 million during 2022 related to the results of UPC
Poland. In addition, we recognized a gain on the sale of UPC Poland of $846.4 million during 2022, which includes a
cumulative foreign currency translation gain of $10.9 million. For additional information, see note 6 to our consolidated
financial statements.
Net earnings attributable to noncontrolling interests
Net earnings attributable to noncontrolling interests was $177.9 million and $513.1 million during 2023 and 2022,
respectively, primarily attributable to the results of operations of Telenet prior to the Telenet Takeover Bid.
II-23
Liquidity and Capital Resources
Sources and Uses of Cash
We are a holding company that is dependent on the capital resources of our subsidiaries to satisfy our liquidity
requirements at the corporate level. Each of our significant operating subsidiaries is separately financed within one of our three
subsidiary “borrowing groups”. These borrowing groups include the respective restricted parent and subsidiary entities within
Sunrise Holding, Telenet and VM Ireland. Although our borrowing groups typically generate cash from operating activities, the
terms of the instruments governing the indebtedness of these borrowing groups may restrict our ability to access the liquidity of
these subsidiaries. In addition, our ability to access the liquidity of these and other subsidiaries may be limited by tax and legal
considerations, the presence of noncontrolling interests and other factors.
Cash, cash equivalents and SMAs
The details of the U.S. dollar equivalent balances of our consolidated cash and cash equivalents and investments held under
SMAs at December 31, 2023 are set forth in the following table (in millions):
Cash and cash equivalents held by:
Liberty Global and unrestricted subsidiaries:
Liberty Global (a) ............................................................................................................................................. $
Unrestricted subsidiaries (b) .............................................................................................................................
Total Liberty Global and unrestricted subsidiaries ........................................................................................
Borrowing groups (c):
Telenet ..............................................................................................................................................................
Sunrise Holding ................................................................................................................................................
VM Ireland .......................................................................................................................................................
Total borrowing groups .................................................................................................................................
Total cash and cash equivalents (d) .............................................................................................................
Investments held under SMAs (e) .........................................................................................................................
Total cash and cash equivalents and investments held under SMAs ........................................................ $
—
498.6
498.6
910.0
6.6
0.7
917.3
1,415.9
2,276.1
3,692.0
_______________
(a)
Represents the amount held by Liberty Global on a standalone basis.
(b)
Represents the aggregate amount held by subsidiaries that are outside of our borrowing groups.
(c)
Represents the aggregate amounts held by the parent entity and restricted subsidiaries of our borrowing groups.
(d)
(e)
The total cash and cash equivalents balance includes $960.7 million or 67.9% and $409.4 million or 28.9% denominated
in euros and U.S. dollars, respectively.
The balance of our investments held under SMAs is held by unrestricted subsidiaries of Liberty Global and denominated
entirely in U.S. dollars.
For additional information regarding our cash and cash equivalents and investments held under SMAs, see the discussion
under Quantitative and Qualitative Disclosures about Market Risk — Cash and Investments below.
Liquidity of Liberty Global and its unrestricted subsidiaries
Subject to certain tax and legal considerations, the $498.6 million of aggregate cash and cash equivalents held by
unrestricted subsidiaries, together with the $2,276.1 million of investments held under SMAs, represented available liquidity at
the corporate level at December 31, 2023. Our remaining cash and cash equivalents of $917.3 million at December 31, 2023
were held by our borrowing groups, as set forth in the table above. As noted above, various factors may limit our ability to
access the cash of our borrowing groups. For information regarding certain limitations imposed by our subsidiaries’ debt
instruments at December 31, 2023, see note 11 to our consolidated financial statements.
II-24
Our short-term sources of corporate liquidity include (i) cash and cash equivalents held by Liberty Global’s unrestricted
subsidiaries, subject to certain tax and legal considerations, (ii) investments held under SMAs, (iii) interest and dividend income
received on our and, subject to certain tax and legal considerations, our unrestricted subsidiaries’ cash and cash equivalents and
investments, including dividend distributions received from the VMO2 JV or the VodafoneZiggo JV, (iv) cash received with
respect to transitional and other services provided to various third parties and (v) interest payments received with respect to the
VodafoneZiggo JV Receivables.
From time to time, Liberty Global and its unrestricted subsidiaries may also receive (i) proceeds in the form of dividend
distributions or loan repayments from Liberty Global’s borrowing groups or affiliates (including amounts from the VMO2 JV
or the VodafoneZiggo JV) upon (a) the completion of recapitalizations, refinancings, asset sales or similar transactions by these
entities or (b) the accumulation of excess cash from operations or other means, (ii) proceeds upon the disposition of investments
and other assets of Liberty Global and its unrestricted subsidiaries, such as the sale of UPC Poland, and (iii) proceeds in
connection with the incurrence of debt by Liberty Global or its unrestricted subsidiaries or the issuance of equity securities by
Liberty Global, including equity securities issued to satisfy subsidiary obligations. No assurance can be given that any external
funding would be available to Liberty Global or its unrestricted subsidiaries on favorable terms, or at all.
At December 31, 2023, all of our consolidated cash and cash equivalents were held by entities that are domiciled outside of
Bermuda. Based on our assessment of our ability to access the liquidity of our subsidiaries on a tax efficient basis and our
expectations with respect to our corporate liquidity requirements, we do not anticipate that tax considerations will adversely
impact our corporate liquidity over the next 12 months. Our ability to access the liquidity of our subsidiaries on a tax efficient
basis is a consideration in assessing the extent of our share repurchase program.
In addition, the amount of cash we receive from our subsidiaries and affiliates to satisfy U.S. dollar-denominated liquidity
requirements is impacted by fluctuations in exchange rates, particularly with regard to the translation of euros, British pound
sterling and Swiss francs into U.S. dollars. In this regard, the strengthening (weakening) of the U.S. dollar against these
currencies will result in decreases (increases) in the U.S. dollars received from the applicable subsidiaries to fund the
repurchase of our equity securities and other U.S. dollar-denominated liquidity requirements.
Our short- and long-term liquidity requirements include (i) corporate general and administrative expenses, (ii) interest
payments on the Vodafone Collar Loan and (iii) principal payments on the Vodafone Collar Loan to the extent not settled
through the delivery of the underlying shares. In addition, Liberty Global and its unrestricted subsidiaries may require cash in
connection with (a) the repayment of third-party and intercompany debt, (b) the satisfaction of contingent liabilities, (c)
acquisitions, (d) the repurchase of equity and debt securities, (e) other investment opportunities, (f) any funding requirements of
our subsidiaries and affiliates or (g) income tax payments.
During 2023, the aggregate amount of our share repurchases, including direct acquisition costs, was $1,505.9 million. For
additional information regarding our share repurchase programs, see note 14 to our consolidated financial statements.
Liquidity of borrowing groups
The cash and cash equivalents of our borrowing groups are detailed in the table above. In addition to cash and cash
equivalents, the primary sources of liquidity of our borrowing groups are cash provided by operations and borrowing
availability under their respective debt instruments. For the details of the borrowing availability of our borrowing groups at
December 31, 2023, see note 11 to our consolidated financial statements. The aforementioned sources of liquidity may be
supplemented in certain cases by contributions and/or loans from Liberty Global and its unrestricted subsidiaries.
The liquidity of our borrowing groups generally is used to fund (i) property and equipment additions, (ii) debt service
requirements and (iii) income tax payments, as well as to settle certain obligations that are not included on our December 31,
2023 consolidated balance sheet. In this regard, we have significant commitments related to (a) certain operating costs
associated with our networks, (b) purchase obligations associated with CPE and certain service-related commitments and (c)
programming, studio output and sports rights contracts. These obligations are expected to represent a significant liquidity
requirement of our borrowing groups, a significant portion of which is due over the next 12 to 24 months. For additional
information regarding our commitments, see note 18 to our consolidated financial statements.
From time to time, our borrowing groups may also require liquidity in connection with (i) acquisitions and other
investment opportunities, (ii) loans to Liberty Global or its unrestricted subsidiaries, (iii) capital distributions to Liberty Global
and other equity owners or (iv) the satisfaction of contingent liabilities. No assurance can be given that any external funding
would be available to our borrowing groups on favorable terms, or at all.
II-25
For additional information regarding our consolidated cash flows, see the discussion under Consolidated Statements of
Cash Flows below.
Capitalization
We seek to maintain our debt at levels that provide for attractive equity returns without assuming undue risk. In this regard,
we generally seek to cause our operating subsidiaries to maintain their debt at levels that result in a consolidated debt balance
(excluding the Vodafone Collar Loan and measured using subsidiary debt figures at swapped foreign currency exchange rates,
consistent with the covenant calculation requirements of our subsidiary debt agreements) that is between four and five times our
consolidated Adjusted EBITDA, although the timing of our acquisitions and financing transactions and the interplay of average
and spot foreign currency rates may impact this ratio. Consolidated Adjusted EBITDA is a non-GAAP measure, which
investors should view as a supplement to, and not a substitute for, GAAP measures of performance included in our consolidated
statements of operations.
Our ability to service or refinance our debt and to maintain compliance with the leverage covenants in the credit
agreements and indentures of our borrowing groups is dependent primarily on our ability to maintain or increase the Adjusted
EBITDA of our operating subsidiaries and to achieve adequate returns on our property and equipment additions and
acquisitions. In addition, our ability to obtain additional debt financing is limited by the incurrence-based leverage covenants
contained in the various debt instruments of our borrowing groups. For example, if the Adjusted EBITDA of one of our
borrowing groups were to decline, our ability to obtain additional debt could be limited. Under our credit facilities and senior
and senior secured notes there is no cross-default risk between subsidiary borrowing groups in the event that one or more of our
borrowing groups were to experience significant declines in their Adjusted EBITDA to the extent they were no longer able to
service their debt obligations. Any mandatory prepayment events or events of default that may occur would only impact the
relevant borrowing group in which these events occur and do not allow for any recourse to other borrowing groups or Liberty
Global Ltd. Our credit facilities and senior and senior secured notes require that certain members of the relevant borrowing
group guarantee the payment of all sums payable thereunder and such group members are required to grant first-ranking
security over their shares or, in certain borrowing groups, over substantially all of their assets to secure the payment of all sums
payable thereunder. At December 31, 2023, each of our borrowing groups was in compliance with its debt covenants. In
addition, we do not anticipate any instances of non-compliance with respect to the debt covenants of our borrowing groups that
would have a material adverse impact on our liquidity during the next 12 months.
At December 31, 2023, the outstanding principal amount of our consolidated debt, together with our finance lease
obligations, aggregated $15.9 billion, including $0.8 billion that is classified as current on our consolidated balance sheet and
$7.5 billion that is not due until 2029 or thereafter. All of our consolidated debt and finance lease obligations have been
borrowed or incurred by our subsidiaries at December 31, 2023.
We believe we have sufficient resources to repay or refinance the current portion of our debt and finance lease obligations
and to fund our foreseeable liquidity requirements during the next 12 months. However, as our maturing debt grows in later
years, we anticipate we will seek to refinance or otherwise extend our debt maturities. No assurance can be given that we will
be able to complete these refinancing transactions or otherwise extend our debt maturities. In this regard, it is not possible to
predict how political and economic conditions, sovereign debt concerns or any adverse regulatory developments could impact
the credit and equity markets we access and, accordingly, our future liquidity and financial position. Our ability to access debt
financing on favorable terms, or at all, could be adversely impacted by (i) the financial failure of any of our counterparties,
which could (a) reduce amounts available under committed credit facilities and (b) adversely impact our ability to access cash
deposited with any failed financial institution, and (ii) tightening of the credit markets. In addition, any weakness in the equity
markets could make it less attractive to use our shares to satisfy contingent or other obligations, and sustained or increased
competition, particularly in combination with adverse economic or regulatory developments, could have an unfavorable impact
on our cash flows and liquidity.
For additional information concerning our debt and finance lease obligations, see notes 11 and 12, respectively, to our
consolidated financial statements.
II-26
Consolidated Statements of Cash Flows
General. Our cash flows are subject to significant variations due to FX. See related discussion under Quantitative and
Qualitative Disclosures about Market Risk — Foreign Currency Risk below.
Summary. The 2023 and 2022 consolidated statements of cash flows of our continuing operations are summarized as
follows:
Year ended December 31,
2023
2022
in millions
Change
Net cash provided by operating activities ................................................................... $
Net cash provided (used) by investing activities .........................................................
2,165.9 $
2,786.7 $
(620.8)
(1,845.0)
1,296.6
(3,141.6)
Net cash used by financing activities ..........................................................................
(692.4)
(3,273.4)
2,581.0
Effect of exchange rate changes on cash and cash equivalents and restricted cash ....
62.0
(27.7)
89.7
Net increase (decrease) in cash and cash equivalents and restricted cash ............... $
(309.5) $
782.2 $ (1,091.7)
Operating Activities. The decrease in net cash provided by our operating activities is primarily attributable to the net effect
of (i) a decrease in cash provided due to higher payments for taxes, including $315.0 million related to a payment of disputed
tax associated with a tax litigation matter (see note 13 to our consolidated financial statements), (ii) a decrease in cash provided
due to higher payments of interest, (iii) an increase in cash provided due to higher net cash receipts related to derivative
instruments, (iv) a decrease in cash provided by our Adjusted EBITDA and related working capital items, which includes a
decrease in cash of $113.7 million (at the applicable rate) in connection with the sale of certain handset receivables in
Switzerland during 2022, (v) a decrease in cash provided of $183.4 million due to lower dividend distributions from the
VodafoneZiggo JV and the VMO2 JV, (vi) an increase in cash provided due to higher receipts of interest and (vii) an increase
due to FX. Consolidated Adjusted EBITDA is a non-GAAP measure, which investors should view as a supplement to, and not a
substitute for, GAAP measures of performance included in our consolidated statements of operations.
Investing Activities. The change in net cash provided (used) by our investing activities is primarily attributable to (i) a
decrease in cash of $1,553.3 million in connection with the sale of UPC Poland during 2022, (ii) a decrease in cash of $921.8
million associated with higher net cash paid for investments, primarily related to the net effect of our investment in Vodafone
and our investments held under SMAs, (iii) a decrease in cash of $779.9 million in connection with the Telenet Tower Sale
during 2022, (iv) an increase in cash of $337.3 million due to higher dividend distributions received from the VMO2 JV and (v)
a decrease in cash of $117.3 million associated with higher net cash paid for acquisitions.
II-27
The capital expenditures we report in our consolidated statements of cash flows do not include amounts that are financed
under capital-related vendor financing or finance lease arrangements. Instead, these amounts are reflected as non-cash additions
to our property and equipment when the underlying assets are delivered and as repayments of debt when the principal is repaid.
In this discussion, we refer to (i) our capital expenditures as reported in our consolidated statements of cash flows, which
exclude amounts financed under capital-related vendor financing or finance lease arrangements, and (ii) our total property and
equipment additions, which include our capital expenditures on an accrual basis and amounts financed under capital-related
vendor financing or finance lease arrangements. For further details regarding our property and equipment additions, see note 19
to our consolidated financial statements. A reconciliation of our consolidated property and equipment additions to our
consolidated capital expenditures, as reported in our consolidated statements of cash flows, is set forth below:
Year ended December 31,
2023
2022
in millions
Property and equipment additions ..................................................................................................... $
Assets acquired under capital-related vendor financing arrangements ..............................................
1,578.0 $
1,588.9
(178.4)
(182.8)
Assets acquired under finance leases .................................................................................................
(20.9)
Changes in current liabilities related to capital expenditures ............................................................
7.3
(34.2)
(68.7)
Capital expenditures, net ................................................................................................................ $
1,386.0 $
1,303.2
The decrease in our property and equipment additions during 2023, as compared to 2022, is primarily due to the net effect
of (i) a decrease in local currency expenditures of our subsidiaries due to the net effect of (a) a decrease in expenditures to
support new customer products and operational efficiency initiatives, (b) an increase in expenditures for new build and upgrade
projects, (c) a decrease in baseline expenditures, including network improvements and expenditures for property and facilities
and information technology systems, and (d) an increase in expenditures for the purchase and installation of CPE and (ii) an
increase due to FX. During 2023 and 2022, our property and equipment additions represented 21.1% and 22.1% of revenue,
respectively.
We expect our 2024 property and equipment additions to remain relatively stable as compared to our 2023 property and
equipment additions. The actual amount of our 2024 property and equipment additions may vary from our expectations for a
variety of reasons, including (i) changes in (a) the competitive or regulatory environment, (b) business plans, (c) our expected
future operating results or (d) foreign currency exchange rates and (ii) the availability of sufficient capital. Accordingly, no
assurance can be given that our actual property and equipment additions will not vary materially from our expectations.
Financing Activities. The decrease in net cash used by our financing activities is primarily attributable to the net effect of
(i) a decrease in cash used of $3,137.8 million due to higher net borrowings of debt, including borrowings related to the
Vodafone Collar Loan, (ii) an increase in cash used of $985.7 million due to the acquisition of shares in connection with the
Telenet Takeover Bid and (iii) a decrease in cash used of $208.7 million due to lower repurchases of Liberty Global common
shares.
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Adjusted Free Cash Flow
We define adjusted free cash flow as net cash provided by the operating activities of our continuing operations, plus
operating-related vendor financed expenses (which represents an increase in the period to our 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), less (i) cash payments in the period for capital expenditures, (ii) principal payments on operating- and
capital-related amounts financed by vendors and intermediaries (which represents a decrease in the period to our 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 finance leases (which represents a decrease in the period to
our actual cash available), each as reported in our consolidated statements of cash flows with each item excluding any cash
provided or used by our discontinued operations. Net cash provided by operating activities of our continuing operations
includes cash paid for third-party costs directly associated with successful and unsuccessful acquisitions and dispositions of
$27.7 million and $36.2 million during 2023 and 2022, respectively.
We believe our presentation of adjusted free cash flow, which is a non-GAAP measure, provides useful information to our
investors because this measure can be used to gauge our ability to (i) service debt and (ii) fund new investment opportunities
after consideration of all actual cash payments related to our 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 we
typically pay in less than 365 days). Adjusted free cash flow should not be understood to represent our ability to fund
discretionary amounts, as we have 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,
GAAP measures of liquidity included in our consolidated statements of cash flows. Further, our adjusted free cash flow may
differ from how other companies define and apply their definition of adjusted free cash flow.
The following table provides the details of our adjusted free cash flow:
Year ended December 31,
2023
2022
in millions
Net cash provided by operating activities of our continuing operations ........................................... $
Operating-related vendor financing additions (a) .............................................................................
Cash capital expenditures, net ...........................................................................................................
Principal payments on operating-related vendor financing ...............................................................
Principal payments on capital-related vendor financing ...................................................................
Principal payments on finance leases ................................................................................................
Adjusted free cash flow ................................................................................................................ $
2,165.9 $
2,786.7
648.5
522.7
(1,386.0)
(1,303.2)
(568.8)
(256.1)
(27.9)
575.6 $
(616.1)
(210.1)
(62.0)
1,118.0
_______________
(a)
For purposes of our consolidated statements of cash flows, operating-related vendor financing additions represent
operating-related expenses financed by an intermediary that are treated as constructive operating cash outflows and
constructive financing cash inflows when the intermediary settles the liability with the vendor. When we pay the
financing intermediary, we record financing cash outflows in our consolidated statements of cash flows. For purposes of
our adjusted free cash flow definition, we (i) add in the constructive financing cash inflow when the intermediary settles
the liability with the vendor as our actual net cash available at that time is not affected and (ii) subsequently deduct the
related financing cash outflow when we actually pay the financing intermediary, reflecting the actual reduction to our
cash available to service debt or fund new investment opportunities.
II-29
Critical Accounting Policies, Judgments and Estimates
In connection with the preparation of our consolidated financial statements, we make estimates and assumptions that affect
the reported amounts of assets and liabilities, revenue and expenses and related disclosure of contingent assets and liabilities.
Critical accounting policies are defined as those policies that are reflective of significant judgments, estimates and uncertainties,
which would potentially result in materially different results under different assumptions and conditions. We believe the
following accounting policies are critical in the preparation of our consolidated financial statements because of the judgment
necessary to account for these matters and the significant estimates involved, which are susceptible to change:
•
•
•
•
Impairment of goodwill;
Costs associated with the capitalization of property and equipment;
Fair value measurements; and
Income tax accounting.
We have discussed the selection of the aforementioned critical accounting policies with the audit committee of our board of
directors. For additional information concerning our significant accounting policies, see note 3 to our consolidated financial
statements.
Impairment of Goodwill
Carrying Value. The aggregate carrying value of our goodwill comprised 24.9% of our total assets at December 31, 2023.
We evaluate goodwill for impairment at least annually on October 1 and whenever facts and circumstances indicate that a
reporting unit’s carrying amount may not be recoverable. For impairment evaluations, we first make a qualitative assessment to
determine if the goodwill may be impaired. If it is more-likely-than-not that a reporting unit’s fair value is less than its carrying
value, we then compare the fair value of the reporting unit to its respective carrying amount. Any excess of the carrying amount
over the fair value would be charged to operations as an impairment loss. A reporting unit is an operating segment or one level
below an operating segment (referred to as a “component”).
When required, considerable management judgment may be necessary to estimate the fair value of reporting units. We
determine fair value using an income-based approach (discounted cash flows) based on assumptions in our long-range business
plans or a market-based approach (current multiples of comparable public companies and guideline transactions) and, in some
cases, a combination of an income-based approach and a market-based approach. With respect to our discounted cash flow
analysis used in the income-based approach, the timing and amount of future cash flows under these business plans require
estimates of, among other items, subscriber growth and retention rates, rates charged per product, expected gross margins and
Adjusted EBITDA margins and expected property and equipment additions. The development of these cash flows, and the
discount rate applied to the cash flows, is subject to inherent uncertainties, and actual results could vary significantly from such
estimates. Our determination of the discount rate is based on a weighted average cost of capital approach, which uses a market
participant’s cost of equity and after-tax cost of debt and reflects the risks inherent in the cash flows. Based on the results of our
2023 qualitative assessment of our reporting unit carrying values, we determined that it was more-likely-than-not that fair value
exceeded carrying value for all of our reporting units.
During the three years ended December 31, 2023, we did not record any significant impairment charges with respect to our
goodwill. For additional information regarding our goodwill, see note 10 to our consolidated financial statements.
If, among other factors, the adverse impacts of economic, competitive, regulatory or other factors were to cause our results
of operations or cash flows to be worse than anticipated, we could conclude in future periods that impairment charges are
required in order to reduce the carrying values of our goodwill. Any such impairment charges could be significant.
Costs Associated with the Capitalization of Property and Equipment
We capitalize costs associated with the construction of new, or upgrades to existing, fixed and mobile transmission and
distribution facilities, the installation of new fixed-line services and the development of internal-use software. Installation
activities that are capitalized include (i) the initial connection (or drop) from our fixed-line system to a customer location,
(ii) the replacement of a drop and (iii) the installation of equipment for new, or upgrades to existing, fixed-line services. The
costs of other customer-facing activities, such as reconnecting customer locations where a drop already exists, disconnecting
customer locations and repairing or maintaining drops, are expensed as incurred. We capitalize internal and external costs
II-30
directly associated with the development of internal-use software. Costs related to the development of entertainment- and
connectivity-related software that we externally market, or plan to externally market, to third parties are expensed as incurred,
as the time period between technological feasibility and product launch is generally limited in duration and the associated costs
during said time period are not significant.
We make judgments regarding the construction, upgrade and installation activities to be capitalized and the development of
internal-use software. In addition to direct external and internal labor and materials, we also capitalize other costs directly
attributable to our construction and installation activities, including dispatch costs, quality-control costs, vehicle-related costs
and certain warehouse-related costs. The capitalization of these costs is based on time sheets, standard costs, call tracking
systems and other verifiable means that directly link the costs incurred with the applicable capitalizable activity. We
continuously monitor the appropriateness of our capitalization policies and update the policies when necessary to respond to
changes in facts and circumstances, such as the development of new products and services and changes in the manner that
installations, construction or upgrade activities or the development of internal-use software are performed.
Fair Value Measurements
GAAP provides guidance with respect to the recurring and nonrecurring fair value measurements and for a fair value
hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. Level 1 inputs are
quoted market prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the
measurement date. Level 2 inputs are inputs other than quoted market prices included within Level 1 that are observable for the
asset or liability, either directly or indirectly. Level 3 inputs are unobservable inputs for the asset or liability.
Recurring Valuations. We perform recurring fair value measurements with respect to our derivative instruments and our
fair value method investments. We use (i) cash flow valuation models to determine the fair values of our interest rate and
foreign currency derivative instruments and (ii) a Black-Scholes option pricing model to determine the fair values of our equity-
related derivative instruments. We use quoted market prices when available and, when not available, we use a combination of
an income approach (discounted cash flows) and a market approach (market multiples of similar businesses) to determine the
fair value of our fair value method investments. For a detailed discussion of the inputs we use to determine the fair value of our
derivative instruments and fair value method investments, see note 9 to our consolidated financial statements. See also notes 7
and 8 to our consolidated financial statements for information concerning our fair value method investments and derivative
instruments, respectively.
Changes in the fair values of our derivative instruments and fair value method investments have had, and we believe will
continue to have, a significant and volatile impact on our results of operations. During 2023, 2022 and 2021, we recognized net
gains (losses) of ($1,083.6 million), $889.6 million and $1,357.9 million, respectively, attributable to changes in the fair values
of these items.
As further described in note 9 to our consolidated financial statements, actual amounts received or paid upon the settlement
or disposition of these investments and instruments may differ materially from the recorded fair values at December 31, 2023.
For information concerning the sensitivity of the fair value of certain of our more significant derivative instruments to
changes in market conditions, see Quantitative and Qualitative Disclosures About Market Risk — Sensitivity Information
below.
Nonrecurring Valuations. Our nonrecurring valuations are primarily associated with (i) the application of acquisition
accounting, (ii) impairment assessments and (iii) the accounting for our initial investment in significant joint ventures, each of
which require that we make fair value determinations as of the applicable valuation date. In making these determinations, we
are required to make estimates and assumptions that affect the recorded amounts, including, but not limited to, expected future
cash flows, market comparables and discount rates, remaining useful lives of long-lived assets, replacement or reproduction
costs of property and equipment and the amounts to be recovered in future periods from acquired net operating losses and other
deferred tax assets. To assist us in making these fair value determinations, we may engage third-party valuation specialists. Our
estimates in this area impact, among other items, the amount of depreciation and amortization, impairment charges and income
tax expense or benefit that we report. Our estimates of fair value are based upon assumptions we believe to be reasonable, but
which are inherently uncertain. A significant portion of our long-lived assets were initially recorded through the application of
acquisition accounting and all of our long-lived assets are subject to impairment assessments. For additional information, see
note 9 to our consolidated financial statements. For information regarding our acquisitions and long-lived assets, see notes 5
and 10 to our consolidated financial statements, respectively.
II-31
Income Tax Accounting
We are required to estimate the amount of tax payable or refundable for the current year and the deferred tax assets and
liabilities for the future tax consequences attributable to differences between the financial statement carrying amounts and
income tax basis of assets and liabilities and the expected benefits of utilizing net operating loss and tax credit carryforwards,
using enacted tax rates in effect for each taxing jurisdiction in which we operate for the year in which those temporary
differences are expected to be recovered or settled. This process requires our management to make assessments regarding the
timing and probability of the ultimate tax impact of such items.
Net deferred tax assets are reduced by a valuation allowance if we believe that it is more-likely-than-not such net deferred
tax assets will not be realized. Establishing or reducing a tax valuation allowance requires us to make assessments about the
timing of future events, including the probability of expected future taxable income and available tax planning strategies. At
December 31, 2023, the aggregate valuation allowance provided against deferred tax assets was $1,899.6 million. The actual
amount of deferred income tax benefits realized in future periods will likely differ from the net deferred tax assets reflected in
our December 31, 2023 consolidated balance sheet due to, among other factors, possible future changes in income tax law, or
interpretations thereof, in the jurisdictions in which we operate and differences between estimated and actual future taxable
income. Any such factors could have a material effect on our current and deferred tax positions as reported in our consolidated
financial statements. A high degree of judgment is required to assess the impact of possible future outcomes on our current and
deferred tax positions.
Tax laws in jurisdictions in which we have a presence are subject to varied interpretation, and many tax positions we take
are subject to significant uncertainty regarding whether the position will be ultimately sustained after review by the relevant tax
authority. We recognize the financial statement effects of a tax position when it is more-likely-than-not, based on technical
merits, that the position will be sustained upon examination. The determination of whether the tax position meets the more-
likely-than-not threshold requires a facts-based judgment using all information available. In a number of cases, we have
concluded that the more-likely-than-not threshold is not met and, accordingly, the amount of tax benefit recognized in our
consolidated financial statements is different than the amount taken or expected to be taken in our tax returns. As of
December 31, 2023, the amount of unrecognized tax benefits for financial reporting purposes, but taken or expected to be taken
in our tax returns, was $444.4 million, of which $347.0 million would have a favorable impact on our effective income tax rate
if ultimately recognized, after considering amounts that we would expect to be offset by valuation allowances.
We are required to continually assess our tax positions, and the results of tax examinations or changes in judgment can
result in substantial changes to our unrecognized tax benefits.
II-32
Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are exposed to market risk in the normal course of our business operations due to our investments in various foreign
countries and ongoing investing and financing activities. Market risk refers to the risk of loss arising from adverse changes in
foreign currency exchange rates, interest rates and stock prices. The risk of loss can be assessed from the perspective of adverse
changes in fair values, cash flows and future earnings. As further described below, we have established policies, procedures and
processes governing our management of market risks and the use of derivative instruments to manage our exposure to such
risks.
Cash and Investments
We invest our cash in highly liquid instruments that meet high credit quality standards. We are exposed to exchange rate
risk to the extent that the denominations of our cash and cash equivalent balances, revolving lines of credit and other short-term
sources of liquidity do not correspond to the denominations of our and our subsidiaries’ short-term liquidity requirements. In
order to mitigate this risk, we actively manage the denominations of our cash balances in light of our and our subsidiaries’
forecasted liquidity requirements. At December 31, 2023 and 2022, our consolidated cash balances included $960.7 million or
67.9% and $1,307.9 million or 75.8%, respectively, denominated in euros and $409.4 million or 28.9% and $347.2 million or
20.1%, respectively, denominated in U.S. dollars. At December 31, 2023 and 2022, the balances of our consolidated
investments held under SMAs of $2,276.1 million and $2,854.6 million, respectively, were denominated entirely in U.S.
dollars.
We are exposed to market price fluctuations related to our investment in Vodafone shares, which had an aggregate value of
$1,168.1 million at December 31, 2023. All of our Vodafone shares are held through the Vodafone Collar. For information
regarding the terms of the Vodafone Collar and Vodafone Collar Loan, see note 8 to our consolidated financial statements. Our
exposure to market risk is limited for the shares held through the Vodafone Collar. For additional information regarding our
investment in Vodafone shares, see note 7 to our consolidated financials statements.
Foreign Currency Risk
We are exposed to foreign currency exchange rate risk with respect to our consolidated debt in situations where our debt is
denominated in a currency other than the functional currency of the operations whose cash flows support our ability to repay or
refinance such debt. Although we generally match the denomination of our and our subsidiaries’ borrowings with the functional
currency of the operations that are supporting the respective borrowings, market conditions or other factors may cause us to
enter into borrowing arrangements that are not denominated in the functional currency of the underlying operations (unmatched
debt). In these cases, our policy is to provide for an economic hedge against foreign currency exchange rate movements by
using derivative instruments to synthetically convert unmatched debt into the applicable underlying currency. At December 31,
2023, substantially all of our debt was either directly or synthetically matched to the applicable functional currencies of the
underlying operations. For additional information concerning the terms of our derivative instruments, see note 8 to our
consolidated financial statements.
In addition to the exposure that results from the mismatch of our borrowings and underlying functional currencies, we are
exposed to foreign currency risk to the extent that we enter into transactions denominated in currencies other than our or our
subsidiaries’ respective functional currencies (non-functional currency risk), such as equipment purchases, programming
contracts, notes payable and notes receivable (including intercompany amounts). Changes in exchange rates with respect to
amounts recorded on our consolidated balance sheets related to these items will result in unrealized (based upon period-end
exchange rates) or realized foreign currency transaction gains and losses upon settlement of the transactions. Moreover, to the
extent that our revenue, costs and expenses are denominated in currencies other than our respective functional currencies, we
will experience fluctuations in our revenue, costs and expenses solely as a result of changes in foreign currency exchange rates.
Generally, we will consider hedging non-functional currency risks when the risks arise from agreements with third parties that
involve the future payment or receipt of cash or other monetary items to the extent that we can reasonably predict the timing
and amount of such payments or receipts and the payments or receipts are not otherwise hedged. In this regard, we have entered
into foreign currency forward and option contracts to hedge certain of these risks. For additional information concerning our
foreign currency forward and option contracts, see note 8 to our consolidated financial statements.
We are also exposed to unfavorable and potentially volatile fluctuations of the U.S. dollar (our reporting currency) against
the currencies of our operating subsidiaries when their respective financial statements are translated into U.S. dollars for
inclusion in our consolidated financial statements. Cumulative translation adjustments are recorded in accumulated other
comprehensive earnings or loss as a separate component of equity. Any increase (decrease) in the value of the U.S. dollar
against any foreign currency that is the functional currency of one of our operating subsidiaries will cause us to experience
II-33
unrealized foreign currency translation losses (gains) with respect to amounts already invested in such foreign currencies.
Accordingly, we may experience a negative impact on our comprehensive earnings or loss and equity with respect to our
holdings solely as a result of FX. Our primary exposure to FX risk during the three months ended December 31, 2023 was to
the euro and Swiss franc, as 55.1% and 46.7% of our reported revenue during the period was derived from subsidiaries whose
functional currencies are the euro and Swiss franc, respectively. In addition, our reported operating results are impacted by
changes in the exchange rates for other local currencies in Europe. We do not hedge against the risk that we may incur non-cash
losses upon the translation of the financial statements of our subsidiaries and affiliates into U.S. dollars. For additional
information regarding certain currency instability risks, see Management’s Discussion and Analysis of Financial Condition and
Results of Operations above.
The relationships between the primary currencies of the countries in which we operate and the U.S. dollar, which is our
reporting currency, are shown below, per one U.S. dollar:
December 31,
2023
2022
Spot rates:
Euro ...................................................................................................................................................
Swiss franc ........................................................................................................................................
British pound sterling ........................................................................................................................
Polish zloty ........................................................................................................................................
0.9038
0.8392
0.7835
3.9272
0.9337
0.9219
0.8265
4.3686
Year ended December 31,
2022
2021
2023
Average rates:
Euro ............................................................................................................................
Swiss franc ..................................................................................................................
British pound sterling .................................................................................................
Polish zloty .................................................................................................................
0.9247
0.8984
0.8042
4.2004
0.9509
0.9548
0.8112
4.4555
0.8455
0.9139
0.7269
3.8595
Inflation and Foreign Investment Risk
We are subject to inflationary pressures, which remain elevated, with respect to labor, programming and other costs. While
we attempt to increase our revenue to offset increases in costs, there is no assurance that we will be able to do so. Therefore,
costs could rise faster than associated revenue, thereby resulting in a negative impact on our operating results, cash flows and
liquidity. The economic environment in the respective countries in which we operate is a function of government, economic,
fiscal and monetary policies and various other factors beyond our control that could lead to inflation. We are unable to predict
the extent that price levels might be impacted in future periods by the current state of the economies in the countries in which
we operate.
Interest Rate Risks
We are exposed to changes in interest rates primarily as a result of our borrowing activities, which include fixed-rate and
variable-rate borrowings by our borrowing groups. Our primary exposure to variable-rate debt is through the EURIBOR-
indexed and Term SOFR-indexed debt of our borrowing groups and the variable-rate debt of certain of our other subsidiaries.
In general, we enter into derivative instruments to protect against increases in the interest rates on our variable-rate debt.
Accordingly, we have entered into various derivative transactions to manage exposure to increases in interest rates. We use
interest rate derivative contracts to exchange, at specified intervals, the difference between fixed and variable interest rates
calculated by reference to an agreed upon notional principal amount. From time to time, we also use interest rate cap, floor and
collar agreements that lock in a maximum interest rate if variable rates rise, but also allow our company to benefit, to a limited
extent in the case of collars, from declines in market rates. Under our current guidelines, we use various interest rate derivative
instruments to mitigate interest rate risk. The final maturity dates of our various portfolios of interest rate derivative instruments
might, in some instances, fall short of the respective maturities of the underlying variable-rate debt. In this regard, we use
judgment to determine the appropriate composition and maturity dates of our portfolios of interest rate derivative instruments,
II-34
taking into account the relative costs and benefits of different maturity profiles in light of current and expected future market
conditions, liquidity issues and other factors. For additional information concerning the impacts of these interest rate derivative
instruments, see note 8 to our consolidated financial statements.
There have been significant changes in the benchmark interest rates used to set floating rates on our debt and derivative
instruments. ICE Benchmark Administration (the entity that administers LIBOR) ceased to publish CHF and GBP LIBOR rates
after December 31, 2021, and it ceased to publish USD LIBOR rates after June 30, 2023. The methodology for EURIBOR has
been reformed and EURIBOR has been granted regulatory approval to continue to be used.
We have agreed amendments in respect of all of our debt and derivative instruments to replace the ceased rates. For USD,
these reference the Secured Overnight Financing Rate administered by the Federal Reserve Bank of New York or Term SOFR
administered by CME Group Benchmark Administration Limited. For CHF, these reference the Swiss Average Rate Overnight
administered by the SIX Swiss Exchange. For GBP, these reference the Sterling Overnight Index Average administered by the
Bank of England.
Weighted Average Variable Interest Rate. At December 31, 2023 and 2022, the outstanding principal amount of our
variable-rate indebtedness aggregated $11.7 billion and $9.3 billion, respectively, and the weighted average interest rate
(including margin) on such variable-rate indebtedness was approximately 6.6% and 5.9%, respectively, excluding the effects of
interest rate derivative contracts, deferred financing costs, original issue premiums or discounts and commitment fees, all of
which affect our overall cost of borrowing. Assuming no change in the amount outstanding at December 31, 2023, and without
giving effect to any interest rate derivative contracts, deferred financing costs, original issue premiums or discounts and
commitment fees, a hypothetical 50 basis point (0.50%) increase (decrease) in our weighted average variable interest rate would
increase (decrease) our annual consolidated interest expense and cash outflows by $58.5 million. As discussed above and in
note 8 to our consolidated financial statements, we use interest rate derivative contracts to manage our exposure to increases in
variable interest rates. In this regard, increases in the fair value of these contracts generally would be expected to offset most of
the economic impact of increases in the variable interest rates applicable to our indebtedness to the extent and during the period
that principal amounts are matched with interest rate derivative contracts.
Counterparty Credit Risk
We are exposed to the risk that the counterparties to the derivative instruments, undrawn debt facilities and cash
investments of our subsidiary borrowing groups will default on their obligations to us. We manage these credit risks through the
evaluation and monitoring of the creditworthiness of, and concentration of risk with, the respective counterparties. In this
regard, credit risk associated with our derivative instruments and undrawn debt facilities is spread across a relatively broad
counterparty base of banks and financial institutions, however notwithstanding, given the size of our derivative portfolio, the
default of certain counterparties could have a significant impact on our consolidated statements of operations. Collateral is
generally not posted by either party under the derivative instruments of our subsidiary borrowing groups. Most of our cash
currently is invested in either (i) AAA-rated money market funds, including funds that invest in government obligations, or (ii)
overnight deposits with banks having a minimum credit rating of A by Standard & Poor’s or an equivalent rating by Moody’s
Investor Service. To date, neither the access to nor the value of our cash and cash equivalent balances have been adversely
impacted by liquidity problems of financial institutions.
At December 31, 2023 and 2022, our exposure to counterparty credit risk included (i) aggregate undrawn debt facilities of
$1.6 billion and $1.5 billion, respectively, (ii) cash and cash equivalent and restricted cash balances of $1.4 billion and $1.7
billion, respectively, and (iii) derivative assets with an aggregate fair value of $232.9 million and $922.5 million, respectively.
Each of our subsidiary borrowing groups have entered into derivative instruments under master agreements with each
counterparty that contain master netting arrangements that are applicable in the event of early termination by either party to
such derivative instrument. The master netting arrangements are limited to the derivative instruments governed by the relevant
master agreement within each individual borrowing group and are independent of similar arrangements of our other subsidiary
borrowing groups.
Under our derivative contracts, it is generally only the non-defaulting party that has a contractual option to exercise early
termination rights upon the default of the other counterparty and to set off other liabilities against sums due upon such
termination. However, in an insolvency of a derivative counterparty, under the laws of certain jurisdictions, the defaulting
counterparty or its insolvency representatives may be able to compel the termination of one or more derivative contracts and
trigger early termination payment liabilities payable by us, reflecting any mark-to-market value of the contracts for the
counterparty. Alternatively, or in addition, the insolvency laws of certain jurisdictions may require the mandatory set off of
amounts due under such derivative contracts against present and future liabilities owed to us under other contracts between us
II-35
and the relevant counterparty. Accordingly, it is possible that we may be subject to obligations to make payments, or may have
present or future liabilities owed to us partially or fully discharged by set off as a result of such obligations, in the event of the
insolvency of a derivative counterparty, even though it is the counterparty that is in default and not us. To the extent that we are
required to make such payments, our ability to do so will depend on our liquidity and capital resources at the time. In an
insolvency of a defaulting counterparty, we will be an unsecured creditor in respect of any amount owed to us by the defaulting
counterparty, except to the extent of the value of any collateral we have obtained from that counterparty.
In addition, where a counterparty is in financial difficulty, under the laws of certain jurisdictions, the relevant regulators
may be able to (i) compel the termination of one or more derivative instruments, determine the settlement amount and/or
compel, without any payment, the partial or full discharge of liabilities arising from such early termination that are payable by
the relevant counterparty or (ii) transfer the derivative instruments to an alternative counterparty.
While we currently have no specific concerns about the creditworthiness of any counterparty for which we have material
credit risk exposures, we cannot rule out the possibility that one or more of our counterparties could fail or otherwise be unable
to meet its obligations to us. Any such instance could have an adverse effect on our cash flows, results of operations, financial
condition and/or liquidity.
Although we actively monitor the creditworthiness of our key vendors, the financial failure of a key vendor could disrupt
our operations and have an adverse impact on our revenue and cash flows.
Sensitivity Information
Information concerning the sensitivity of the fair value of certain of our more significant derivative instruments to changes
in market conditions is set forth below. The potential changes in fair value set forth below do not include any amounts
associated with the remeasurement of the derivative asset or liability into the applicable functional currency. For additional
information, see notes 8 and 9 to our consolidated financial statements.
Sunrise Holding Cross-currency and Interest Rate Derivative Contracts
Holding all other factors constant, at December 31, 2023:
(i)
(ii)
(iii)
an instantaneous increase (decrease) of 10% in the value of the Swiss franc relative to the U.S. dollar would have
decreased (increased) the aggregate fair value of the Sunrise Holding cross-currency and interest rate derivative
contracts by approximately €444 million ($491 million);
an instantaneous increase (decrease) of 10% in the value of the Swiss franc relative to the euro would have
decreased (increased) the aggregate fair value of the Sunrise Holding cross-currency and interest rate derivative
contracts by approximately €259 million ($287 million); and
an instantaneous increase (decrease) in the relevant base rate of 50 basis points (0.50%) would have increased
(decreased) the aggregate fair value of the Sunrise Holding cross-currency and interest rate derivative contracts by
approximately €95 million ($106 million).
Telenet Cross-currency and Interest Rate Derivative Contracts
Holding all other factors constant, at December 31, 2023:
(i)
(ii)
an instantaneous increase (decrease) of 10% in the value of the euro relative to the U.S. dollar would have decreased
(increased) the aggregate fair value of the Telenet cross-currency and interest rate derivative contracts by
approximately €302 million ($334 million); and
an instantaneous increase (decrease) in the relevant base rate of 50 basis points (0.50%) would have increased
(decreased) the aggregate fair value of the Telenet cross-currency and interest rate derivative contracts by
approximately €85 million ($94 million).
II-36
Vodafone Collar
Holding all other factors constant, at December 31, 2023, (i) an instantaneous increase of 10% in the per share market price
of Vodafone’s ordinary shares would have decreased the fair value of the Vodafone Collar by approximately €73 million
($81 million) and (ii) an instantaneous decrease of 10% in the per share market price of Vodafone’s ordinary shares would have
increased the fair value of the Vodafone Collar by approximately €75 million ($83 million).
Projected Cash Flows Associated with Derivative Instruments
The following table provides information regarding the projected cash flows associated with our derivative instruments.
The U.S. dollar equivalents presented below are based on interest rate projections and exchange rates as of December 31, 2023.
These amounts are presented for illustrative purposes only and will likely differ from the actual cash payments or receipts
required in future periods. For additional information regarding our derivative instruments, see note 8 to our consolidated
financial statements. For information concerning the counterparty credit risk associated with our derivative instruments, see the
discussion under Counterparty Credit Risk above.
Projected derivative cash payments
(receipts), net:
Interest-related (a) .......................... $
Principal-related (b) ........................
Other (c) .........................................
Total .............................................. $
_______________
Payments (receipts) due during:
2024
2025
2026
2027
in millions
2028
Thereafter
Total
(151.3) $
(285.2) $
(79.1) $
(197.4) $
(168.1) $
(65.3) $
(946.4)
—
4.4
157.7
64.5
92.6
201.7
—
—
35.2
—
430.4
—
715.9
270.6
(146.9) $
(63.0) $
215.2 $
(197.4) $
(132.9) $
365.1 $
40.1
(a)
Includes (i) the cash flows of our interest rate cap, floor and swap contracts and (ii) the interest-related cash flows of our
cross-currency and interest rate swap contracts.
(b)
Includes the principal-related cash flows of our cross-currency swap contracts.
(c)
Includes amounts related to our equity-related derivative instruments and foreign currency forward contracts. We may
elect to use cash or the collective value of the related shares and Vodafone Collar to settle the Vodafone Collar Loan.
II-37
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The consolidated financial statements of Liberty Global are filed under this Item, beginning on page II-41. Financial
statement schedules are filed under Item 15 of this Annual Report on Form 10-K.
Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
None.
Item 9A. CONTROLS AND PROCEDURES
Evaluation of disclosure controls and procedures
In accordance with Exchange Act Rule 13a-15, we carried out an evaluation, under the supervision and with the
participation of management, including our chief executive officer and chief financial officer (the Executives), of the
effectiveness of our disclosure controls and procedures as of December 31, 2023. In designing and evaluating the disclosure
controls and procedures, the Executives recognize that any controls and procedures, no matter how well designed and operated,
can provide only reasonable assurance of achieving the desired control objectives, and management is necessarily required to
apply judgment in evaluating the cost-benefit relationship of possible controls and objectives. Based on that evaluation, the
Executives concluded that our disclosure controls and procedures are effective as of December 31, 2023, to provide reasonable
assurance that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934
is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange
Commission’s rules and forms.
Internal control over financial reporting
(a) Management’s Annual Report on Internal Control over Financial Reporting
Management’s annual report on internal control over financial reporting is included herein on page II-39.
(b) Audit Report of the Independent Registered Public Accounting Firm
The audit report of KPMG LLP is included herein on page II-40.
(c) Changes in Internal Control over Financial Reporting
There have been no changes in our internal controls over financial reporting identified in connection with the evaluation
described above that occurred during the fourth fiscal quarter covered by this Annual Report on Form 10-K that have materially
affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Item 9B. OTHER INFORMATION
During the quarter ended December 31, 2023, none of the Company’s directors or executive officers adopted or terminated
any contract, instruction or written plan for the purchase or sale of Company securities that was intended to satisfy the
affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement.”
Item 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
II-38
Management’s Annual Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such
term is defined in Rule 13a-15(f) of the Securities Exchange Act of 1934. Our internal control over financial reporting is
designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with accounting principles generally accepted in the United States of America.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.
Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Our management assessed the effectiveness of internal control over financial reporting as of December 31, 2023, using the
criteria in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the
Treadway Commission. Based on this evaluation, our management believes that our internal control over financial reporting
was effective as of December 31, 2023. The effectiveness of our internal control over financial reporting has been audited by
KPMG LLP, an independent registered public accounting firm, as stated in their report included herein.
II-39
Report of Independent Registered Public Accounting Firm
To the Shareholders and Board of Directors
Liberty Global Ltd.:
Opinion on Internal Control Over Financial Reporting
We have audited Liberty Global Ltd. and subsidiaries’ (the Company) internal control over financial reporting as of December
31, 2023, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of
Sponsoring Organizations of the Treadway Commission. In our opinion, the Company maintained, in all material respects,
effective internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control –
Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States)
(PCAOB), the consolidated balance sheets of the Company as of December 31, 2023 and December 31, 2022, the related
consolidated statements of operations, comprehensive earnings (loss), equity, and cash flows for each of the years in the three-
year period ended December 31, 2023, and the related notes and financial statement schedules I to II (collectively, the
consolidated financial statements), and our report dated February 15, 2024 expressed an unqualified opinion on those
consolidated financial statements.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its
assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's
Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s
internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are
required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable
rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all
material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control
over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating
effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we
considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally
accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures
that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and
dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and
expenditures of the company are being made only in accordance with authorizations of management and directors of the
company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or
disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Denver, Colorado
February 15, 2024
/s/ KPMG LLP
II-40
Report of Independent Registered Public Accounting Firm
To the Shareholders and Board of Directors
Liberty Global Ltd.:
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheets of Liberty Global Ltd. and subsidiaries (the Company) as of
December 31, 2023 and December 31, 2022, the related consolidated statements of operations, comprehensive earnings (loss),
equity, and cash flows for each of the years in the three-year period ended December 31, 2023, and the related notes and
financial statement schedules I to II (collectively, the consolidated financial statements). In our opinion, the consolidated
financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and
December 31, 2022, and the results of its operations and its cash flows for each of the years in the three-year period ended
December 31, 2023, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States)
(PCAOB), the Company’s internal control over financial reporting as of December 31, 2023, based on criteria established in
Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway
Commission, and our report dated February 15, 2024 expressed an unqualified opinion on the effectiveness of the Company’s
internal control over financial reporting.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express
an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the
PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and
the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement,
whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the
consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such
procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial
statements. Our audits also included evaluating the accounting principles used and significant estimates made by management,
as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a
reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial
statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or
disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or
complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated
financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate
opinions on the critical audit matters or on the accounts or disclosures to which they relate.
Sufficiency of audit evidence over residential and B2B (business-to-business) revenue
As discussed in Note 19 to the consolidated financial statements, the Company recorded $5,081.3 million and $1,496.6
million of residential and B2B revenues, respectively, for the year ended December 31, 2023. The processing and recording
of residential and B2B revenue are reliant upon multiple information technology (IT) systems.
We identified the evaluation of the sufficiency of audit evidence over residential and B2B revenue as a critical audit matter.
Subjective auditor judgment was required in evaluating the sufficiency of audit evidence over residential and B2B revenue
II-41
due to the large volume of data and the number and complexity of the revenue accounting systems. Specialized skills and
knowledge were needed to test the IT systems used for the processing and recording of residential and B2B revenue.
The following are the primary procedures we performed to address this critical audit matter. We applied auditor judgment
to determine the nature and extent of procedures to be performed over the processing and recording of residential and B2B
revenue, including the IT systems tested. We evaluated the design and tested the operating effectiveness of certain internal
controls related to the processing and recording of residential and B2B revenue. This included manual and automated
controls over the IT systems used for the processing and recording of residential and B2B revenue. For a sample of
transactions, we compared the amount of revenue recorded to a combination of Company internal data, executed contracts,
and other relevant third-party data. In addition, we involved IT professionals with specialized skills and knowledge who
assisted in the design and performance of audit procedures related to certain IT systems used by the Company for the
processing and recording of residential and B2B revenue. We evaluated the sufficiency of audit evidence obtained by
assessing the results of procedures performed, including the relevance and reliability of evidence obtained.
Valuation of Certain Level 3 Investments Reported at Fair Value
As described in Note 9 to the consolidated financial statements, the Company classified $1,563.1 million of its investments
as fair value investment level 3 within the fair value hierarchy (level 3 investments) as of December 31, 2023. When
quoted market prices are unavailable for financial instruments such investments are valued by management using a
combination of an income approach and a market approach. The market approach uses transactions with new third-party
investors or market multiples of similar businesses. The income approach is a discounted cash flow model based on
forecasts that uses valuation techniques.
We identified the evaluation of the valuation of level 3 investments reported at fair value as a critical audit matter.
Evaluating the fair value of the Company’s level 3 investments involved a high degree of complex auditor judgment.
Changes in the valuation techniques or significant unobservable inputs, specifically the weighted average cost of capital
used in the income approach and the market multiples used in the market approach, could have resulted in significant
differences in the estimated in fair value measurements. Additionally, specialized skills and knowledge were required to
evaluate these fair value assumptions.
The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and
tested the operating effectiveness of certain internal controls related to the Company’s level 3 investment valuation process,
including controls related to selection of the valuation methodologies and estimates used for unobservable inputs, including
the weighted average cost of capital and market multiples. We assessed the weighted average cost of capital used in the
income approach and market multiples used in the market approach by comparing them to relevant industry and market
indices and comparable public company market capitalization values. We involved valuation professionals with specialized
skills and knowledge, who assisted in evaluating the fair value measurement for a selection of level 3 investments by
developing an independent estimate of the fair value using independently identified comparable company information and
comparing such estimates to the fair values recorded by the Company for the respective investments.
/s/ KPMG LLP
We have served as the Company’s auditor since 2004.
Denver, Colorado
February 15, 2024
II-42
LIBERTY GLOBAL LTD.
CONSOLIDATED BALANCE SHEETS
December 31,
2023
2022
in millions
Current assets:
ASSETS
Cash and cash equivalents ............................................................................................................. $
Trade receivables, net (note 3) ......................................................................................................
Short-term investments (measured at fair value on a recurring basis) (note 7) ............................
Derivative instruments (note 8) .....................................................................................................
Other current assets (notes 4 and 7) ..............................................................................................
Total current assets ...................................................................................................................
Investments and related notes receivable (including $3,408.5 million and $2,271.4 million,
respectively, measured at fair value on a recurring basis) (note 7) ..............................................
Property and equipment, net (notes 10 and 12) ...............................................................................
Goodwill (note 10) ...........................................................................................................................
Intangible assets subject to amortization, net (note 10) ..................................................................
Other assets, net (notes 4, 8, 12 and 13) ..........................................................................................
1,415.9 $
1,726.2
870.1
1,990.5
518.1
847.0
830.6
2,621.6
382.7
736.3
5,641.6
6,297.4
13,396.1
7,360.2
10,477.0
2,053.6
3,159.4
14,948.5
6,504.5
9,316.1
2,342.4
3,486.1
Total assets ............................................................................................................................... $
42,087.9 $
42,895.0
The accompanying notes are an integral part of these consolidated financial statements.
II-43
LIBERTY GLOBAL LTD.
CONSOLIDATED BALANCE SHEETS — (Continued)
December 31,
2023
2022
in millions
Current liabilities:
LIABILITIES AND EQUITY
Accounts payable .......................................................................................................................... $
Deferred revenue (note 4) .............................................................................................................
Current portion of debt and finance lease obligations (notes 11 and 12) ......................................
Accrued capital expenditures ........................................................................................................
Accrued income taxes ...................................................................................................................
Derivative instruments (note 8) .....................................................................................................
Other accrued and current liabilities (note 12) ..............................................................................
Total current liabilities ..............................................................................................................
Long-term debt and finance lease obligations (notes 11 and 12) ....................................................
Long-term operating lease liabilities (notes 6 and 12) .....................................................................
Other long-term liabilities (notes 4, 8, 13 and 16) ...........................................................................
689.8 $
249.2
806.8
229.5
263.9
426.8
1,666.8
4,332.8
610.1
264.4
799.7
244.0
235.6
296.8
1,470.4
3,921.0
14,959.1
12,963.5
1,652.1
2,136.5
1,645.9
1,791.2
Total liabilities ........................................................................................................................
23,080.5
20,321.6
Commitments and contingencies (notes 8, 11, 12, 13, 16 and 18)
Equity (note 14):
Liberty Global shareholders:
Class A common shares, $0.01 nominal value. Issued and outstanding 171,463,760 and
171,917,370 shares, respectively ............................................................................................
Class B common shares, $0.01 nominal value. Issued and outstanding 12,988,658 and
12,994,000 shares, respectively ..............................................................................................
Class C common shares, $0.01 nominal value. Issued and outstanding 198,153,613 and
274,436,585 shares, respectively ............................................................................................
1.7
0.1
2.0
Additional paid-in capital ...........................................................................................................
1,322.6
Accumulated earnings ................................................................................................................
15,566.0
Accumulated other comprehensive earnings, net of taxes .........................................................
2,170.3
Treasury shares, at cost ..............................................................................................................
(0.1)
1.8
0.1
2.7
2,300.8
19,617.7
513.4
(0.1)
Total Liberty Global shareholders ..........................................................................................
19,062.6
22,436.4
Noncontrolling interests ................................................................................................................
(55.2)
137.0
Total equity ...........................................................................................................................
19,007.4
22,573.4
Total liabilities and equity ................................................................................................. $
42,087.9 $
42,895.0
The accompanying notes are an integral part of these consolidated financial statements.
II-44
LIBERTY GLOBAL LTD.
CONSOLIDATED STATEMENTS OF OPERATIONS
Year ended December 31,
2022
in millions, except per share amounts
2023
2021
Revenue (notes 4, 6, 7 and 19) ......................................................................................... $ 7,491.4 $ 7,195.7 $ 10,311.3
Operating costs and expenses (exclusive of depreciation and amortization, shown
separately below):
Programming and other direct costs of services (note 12) ...........................................
Other operating (notes 12 and 15) ................................................................................
Selling, general and administrative (SG&A) (notes 12 and 15) ..................................
Depreciation and amortization (note 10) .....................................................................
Impairment, restructuring and other operating items, net (notes 12 and 16) ...............
Operating income (loss) ............................................................................................
Non-operating income (expense):
Interest expense ..............................................................................................................
Realized and unrealized gains (losses) on derivative instruments, net (note 8) ............
Foreign currency transaction gains (losses), net ............................................................
Realized and unrealized gains (losses) due to changes in fair values of certain
investments, net (notes 7 and 9) .................................................................................
Gains (losses) on debt extinguishment, net (note 11) ....................................................
Share of results of affiliates, net (note 7) .......................................................................
Gain associated with the Telenet Wyre Transaction (note 5) ........................................
Gain on Telenet Tower Sale (note 6) .............................................................................
Gain on U.K. JV Transaction (note 6) ...........................................................................
Gain on AtlasEdge JV Transactions (note 6) .................................................................
Other income, net ...........................................................................................................
Earnings (loss) from continuing operations before income taxes ...............................
Income tax expense (note 13) ...........................................................................................
Earnings (loss) from continuing operations ................................................................
Discontinued operations (note 6):
2,384.7
1,207.1
1,761.0
2,315.2
67.9
7,735.9
(244.5)
2,085.7
1,088.2
1,618.5
2,171.4
85.1
7,048.9
146.8
3,017.6
1,484.6
2,154.1
2,353.7
(19.0)
8,991.0
1,320.3
(907.9)
(526.3)
(70.8)
(589.3)
1,213.1
1,407.2
(882.1)
537.3
1,324.5
(557.3)
(1.4)
(2,019.3)
377.8
—
—
—
225.5
(3,479.7)
(3,724.2)
(149.6)
(3,873.8)
(323.5)
2.8
(1,267.8)
—
700.5
—
—
134.4
1,277.4
1,424.2
(318.9)
1,105.3
820.6
(90.6)
(175.4)
—
—
10,873.8
227.5
44.9
12,680.5
14,000.8
(473.3)
13,527.5
Earnings from discontinued operations, net of taxes .....................................................
Gain on disposal of discontinued operations, net of taxes .............................................
82.6
—
82.6
13,610.1
(183.3)
Net earnings (loss) attributable to Liberty Global shareholders ................................ $ (4,051.7) $ 1,473.2 $ 13,426.8
Net earnings (loss) .....................................................................................................
Net earnings attributable to noncontrolling interests ........................................................
34.6
846.4
881.0
1,986.3
(513.1)
(3,873.8)
(177.9)
—
—
—
Basic earnings (loss) attributable to Liberty Global shareholders per share (note 3):
Continuing operations ................................................................................................. $
Discontinued operations (note 6) ................................................................................
Diluted earnings (loss) attributable to Liberty Global shareholders per share (note 3):
Continuing operations ................................................................................................. $
Discontinued operations (note 6) ................................................................................
$
$
(9.52) $
—
(9.52) $
(9.52) $
—
(9.52) $
1.21 $
1.80
3.01 $
1.19 $
1.77
2.96 $
24.01
0.15
24.16
23.45
0.14
23.59
The accompanying notes are an integral part of these consolidated financial statements.
II-45
CONSOLIDATED STATEMENTS OF COMPREHENSIVE EARNINGS (LOSS)
LIBERTY GLOBAL LTD.
Net earnings (loss) .......................................................................................................... $ (3,873.8) $ 1,986.3 $ 13,610.1
Other comprehensive earnings (loss), net of taxes (note 17):
2023
Year ended December 31,
2022
in millions
2021
Continuing operations:
Foreign currency translation adjustments ..................................................................
Reclassification adjustment included in net earnings (loss) (note 6) ........................
Pension-related adjustments and other ......................................................................
Other comprehensive earnings (loss) from continuing operations .........................
Other comprehensive loss from discontinued operations (note 6) ..............................
Other comprehensive earnings (loss) ....................................................................
Comprehensive earnings (loss) ..........................................................................
Comprehensive earnings attributable to noncontrolling interests ...............................
1,778.4
(3,214.8)
(1,069.8)
5.7
(4.2)
1,249.3
(128.0)
(113.2)
1,656.1
(3,332.2)
—
(44.4)
1,656.1
(3,376.6)
80.7
260.2
(59.9)
200.3
(2,217.7)
(1,390.3) 13,810.4
(184.5)
Comprehensive earnings (loss) attributable to Liberty Global shareholders ..... $ (2,394.8) $ (1,905.6) $ 13,625.9
(515.3)
(177.1)
The accompanying notes are an integral part of these consolidated financial statements.
II-46
LIBERTY GLOBAL LTD.
CONSOLIDATED STATEMENTS OF EQUITY
Liberty Global shareholders
Common shares
Class A
Class B
Class C
Additional
paid-in
capital
Accumulated
earnings
Accumulated
other
comprehensive
earnings,
net of taxes
in millions
Treasury
shares,
at cost
Total Liberty
Global
shareholders
Non-
controlling
interests
Total
equity
1.8 $
0.1 $
3.9 $ 5,271.7 $
4,692.1 $
3,693.1 $
(0.1) $ 13,662.6 $
(364.2) $ 13,298.4
Balance at January 1, 2021 .................... $
Net earnings ........................................
Other comprehensive earnings, net
of taxes (note 17) .............................
Repurchases and cancellations of
Liberty Global common shares
(note 14) ..........................................
Share-based compensation (note 15) ..
Dividend distributions by subsidiaries
to noncontrolling interest owners
(note 14) ..........................................
Repurchases by Telenet of its
outstanding shares ...........................
Adjustments due to changes in
subsidiaries’ equity and other, net ...
Balance at December 31, 2021 .............. $
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
(0.5)
(1,580.6)
—
257.9
13,426.8
—
—
—
—
—
—
(16.9)
—
—
—
(39.1)
25.6
—
199.1
—
—
—
—
—
—
—
—
—
—
—
—
13,426.8
183.3
13,610.1
199.1
1.2
200.3
(1,581.1)
257.9
—
—
(1,581.1)
257.9
—
(141.8)
(141.8)
(16.9)
1.6
(15.3)
(13.5)
(17.0)
(30.5)
1.8 $
0.1 $
3.4 $ 3,893.0 $ 18,144.5 $
3,892.2 $
(0.1) $ 25,934.9 $
(336.9) $ 25,598.0
The accompanying notes are an integral part of these consolidated financial statements.
II-47
LIBERTY GLOBAL LTD.
CONSOLIDATED STATEMENTS OF EQUITY — (Continued)
Liberty Global shareholders
Common shares
Class A
Class B
Class C
Additional
paid-in
capital
Accumulated
earnings
Accumulated
other
comprehensive
earnings,
net of taxes
in millions
Treasury
shares,
at cost
Total Liberty
Global
shareholders
Non-
controlling
interests
Total
equity
Balance at January 1, 2022 .................... $
Net earnings ........................................
Other comprehensive loss, net of
taxes (note 17) .................................
Repurchases and cancellations of
Liberty Global common shares
(note 14) ..........................................
Share-based compensation (note 15) ..
Dividend distributions by subsidiaries
to noncontrolling interest owners
(note 14) ..........................................
Repurchases by Telenet of its
outstanding shares ...........................
Adjustments due to changes in
subsidiaries’ equity and other, net ...
Balance at December 31, 2022 .............. $
1.8 $
0.1 $
3.4 $ 3,893.0 $ 18,144.5 $
3,892.2 $
(0.1) $ 25,934.9 $
(336.9) $ 25,598.0
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
1,473.2
—
—
(3,378.8)
(0.7)
(1,701.9)
—
—
—
—
171.1
—
(28.0)
(33.4)
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
1,473.2
513.1
1,986.3
(3,378.8)
2.2
(3,376.6)
(1,702.6)
171.1
—
—
(1,702.6)
171.1
—
(66.3)
(66.3)
(28.0)
3.1
(24.9)
(33.4)
21.8
(11.6)
1.8 $
0.1 $
2.7 $ 2,300.8 $ 19,617.7 $
513.4 $
(0.1) $ 22,436.4 $
137.0 $ 22,573.4
The accompanying notes are an integral part of these consolidated financial statements.
II-48
LIBERTY GLOBAL LTD.
CONSOLIDATED STATEMENTS OF EQUITY — (Continued)
Liberty Global shareholders
Common shares
Class A
Class B
Class C
Additional
paid-in
capital
Accumulated
earnings
Accumulated
other
comprehensive
earnings,
net of taxes
in millions
Treasury
shares,
at cost
Total Liberty
Global
shareholders
Non-
controlling
interests
Total
equity
1.8 $
0.1 $
2.7 $ 2,300.8 $ 19,617.7 $
513.4 $
(0.1) $ 22,436.4 $
137.0 $ 22,573.4
Balance at January 1, 2023 .................... $
Net loss ...............................................
Other comprehensive earnings, net
of taxes (note 17) .............................
Repurchases and cancellations of
Liberty Global common shares
(note 14) ..........................................
Impact of the Telenet Wyre
Transaction (note 5) ........................
Impact of the Telenet Takeover Bid
(note 14) ..........................................
Share-based compensation (note 15) ..
Dividend distributions by subsidiaries
to noncontrolling interest owners
(note 14) ..........................................
—
—
—
—
—
—
—
Adjustments due to changes in
subsidiaries’ equity and other, net ...
(0.1)
—
—
—
—
—
—
—
—
—
—
—
—
(0.7) (1,505.2)
—
—
—
—
—
708.2
(341.5)
183.5
—
(23.2)
(4,051.7)
—
—
—
—
—
—
—
—
1,656.9
—
—
—
—
—
—
—
—
—
—
—
—
—
—
(4,051.7)
177.9
(3,873.8)
1,656.9
(0.8)
1,656.1
(1,505.9)
—
(1,505.9)
708.2
329.3
1,037.5
(341.5)
(652.2)
(993.7)
183.5
—
183.5
—
(47.3)
(47.3)
(23.3)
0.9
(22.4)
Balance at December 31, 2023 .............. $
1.7 $
0.1 $
2.0 $ 1,322.6 $ 15,566.0 $
2,170.3 $
(0.1) $ 19,062.6 $
(55.2) $ 19,007.4
The accompanying notes are an integral part of these consolidated financial statements.
II-49
LIBERTY GLOBAL LTD.
CONSOLIDATED STATEMENTS OF CASH FLOWS
2023
Year ended December 31,
2022
in millions
2021
Cash flows from operating activities:
Net earnings (loss) ...................................................................................................... $ (3,873.8) $ 1,986.3 $ 13,610.1
Earnings from discontinued operations ......................................................................
82.6
Earnings (loss) from continuing operations ..............................................................
Adjustments to reconcile earnings (loss) from continuing operations to net cash
13,527.5
(3,873.8)
1,105.3
881.0
—
provided by operating activities of continuing operations:
Share-based compensation expense .......................................................................
Depreciation and amortization ...............................................................................
Impairment, restructuring and other operating items, net ......................................
Amortization of deferred financing costs and non-cash interest ............................
Realized and unrealized losses (gains) on derivative instruments, net ..................
Foreign currency transaction losses (gains), net ....................................................
Realized and unrealized losses (gains) due to changes in fair values of certain
investments, net ................................................................................................
Losses (gains) on debt extinguishment, net ...........................................................
Share of results of affiliates, net .............................................................................
Deferred income tax expense (benefit) .................................................................
Gain associated with the Telenet Wyre Transaction ..............................................
Gain on Telenet Tower Sale ...................................................................................
Gain on U.K. JV Transaction .................................................................................
Gain on AtlasEdge JV Transactions ......................................................................
Changes in operating assets and liabilities, net of the effects of acquisitions and
231.0
2,315.2
67.9
65.7
526.3
70.8
557.3
1.4
192.1
2,171.4
85.1
31.0
(1,213.1)
308.1
2,353.7
(19.0)
31.9
(537.3)
(1,407.2)
(1,324.5)
323.5
(820.6)
(2.8)
2,019.3
1,267.8
(33.1)
172.5
(377.8)
—
90.6
175.4
318.2
—
—
—
—
—
(700.5)
—
—
(10,873.8)
(227.5)
dispositions:
Receivables and other operating assets .............................................................
Payables and accruals ........................................................................................
Dividend distributions received from the VMO2 JV ...............................................
Dividend distributions received from the VodafoneZiggo JV..................................
Net cash provided by operating activities of continuing operations ...................
Net cash provided by operating activities of discontinued operations ................
311.7
3,364.0
185.0
Net cash provided by operating activities ........................................................ $ 2,165.9 $ 2,837.8 $ 3,549.0
266.6
2,786.7
51.1
110.2
2,165.9
—
1,252.1
796.3
707.1
(1,194.2)
(755.9)
(872.3)
427.6
454.6
214.8
The accompanying notes are an integral part of these consolidated financial statements.
II-50
LIBERTY GLOBAL LTD.
CONSOLIDATED STATEMENTS OF CASH FLOWS — (Continued)
2023
Year ended December 31,
2022
in millions
2021
Cash flows from investing activities:
815.2
6,988.6
9,213.3
(1,386.0)
(1,303.2)
Cash paid for investments ........................................................................................... $ (8,130.9) $ (9,433.8) $ (7,261.8)
Cash received from the sale of investments ................................................................
6,170.8
Capital expenditures, net .............................................................................................
Dividend distributions received from the VMO2 JV ..................................................
Cash received (paid) in connection with acquisitions, net of cash acquired ...............
Cash received in connection with the sale of UPC Poland ........................................
Cash received in connection with the Telenet Tower Sale ..........................................
Cash released from the Vodafone Escrow Accounts, net ............................................
Cash and restricted cash contributed to the VMO2 JV in connection with the
U.K. JV Transaction .................................................................................................
Net cash received in connection with the AtlasEdge JV Transactions .......................
Loans to the VodafoneZiggo JV .................................................................................
Net cash received in connection with the U.K. JV Transaction ..................................
Other investing activities, net ......................................................................................
Net cash provided (used) by investing activities of continuing operations ..............
Net cash used by investing activities of discontinued operations .............................
(1,845.0)
(1,408.0)
(5,745.5)
(3,424.0)
(114.6)
(17.3)
1,553.3
1,296.6
(123.0)
(70.8)
(96.7)
477.9
779.9
144.5
214.9
108.6
2.7
6.5
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
(15.6)
(51.0)
—
Net cash provided (used) by investing activities ...................................................
(1,845.0)
1,281.0
(5,796.5)
Cash flows from financing activities:
Borrowings of debt ......................................................................................................
Operating-related vendor financing additions .............................................................
Repayments and repurchases of debt and finance lease obligations:
Debt (excluding vendor financing) ...........................................................................
Principal payments on operating-related vendor financing ......................................
Principal payments on capital-related vendor financing ...........................................
Principal payments on finance leases .......................................................................
Repurchases of Liberty Global common shares ..........................................................
Acquisition of shares in connection with the Telenet Takeover Bid ...........................
Net cash received (paid) related to derivative instruments .........................................
Dividend distributions by subsidiaries to noncontrolling interest owners ..................
Other financing activities, net ......................................................................................
Net cash used by financing activities of continuing operations ................................
Net cash used by financing activities of discontinued operations ............................
3,167.0
648.5
4.7
522.7
2,570.7
1,781.6
(1,005.4)
(980.9)
(1,721.0)
(568.8)
(616.1)
(1,408.0)
(256.1)
(210.1)
(964.4)
(27.9)
(1,494.7)
(62.0)
(1,703.4)
(75.7)
(1,580.4)
(985.7)
—
(59.6)
(46.9)
(62.8)
(50.0)
(61.1)
(117.2)
—
143.6
(137.6)
(121.4)
(692.4)
(3,273.4)
(1,512.6)
—
(2.6)
(33.3)
Net cash used by financing activities .................................................................... $
(692.4) $ (3,276.0) $ (1,545.9)
The accompanying notes are an integral part of these consolidated financial statements.
II-51
LIBERTY GLOBAL LTD.
CONSOLIDATED STATEMENTS OF CASH FLOWS — (Continued)
2023
Year ended December 31,
2022
in millions
2021
Effect of exchange rate changes on cash and cash equivalents and restricted cash:
Continuing operations ................................................................................................ $
Discontinued operations .............................................................................................
Total .........................................................................................................................
62.0 $
(27.7) $
—
62.0
—
(27.7)
(6.6)
—
(6.6)
Net increase (decrease) in cash and cash equivalents and restricted cash:
Continuing operations ................................................................................................
Discontinued operations .............................................................................................
Total .........................................................................................................................
(309.5)
—
(309.5)
782.2
32.9
815.1
(3,900.7)
100.7
(3,800.0)
Cash and cash equivalents and restricted cash: .........................................................
Beginning of year ...................................................................................................
Net increase (decrease) ..........................................................................................
1,732.4
(309.5)
917.3
815.1
4,717.3
(3,800.0)
End of year ......................................................................................................... $ 1,422.9 $ 1,732.4 $
917.3
Cash paid for interest:
Continuing operations ................................................................................................ $
Discontinued operations .............................................................................................
885.2 $
547.1 $
830.3
—
0.3
1.7
Total ....................................................................................................................... $
885.2 $
547.4 $
832.0
Net cash paid for taxes:
Continuing operations ................................................................................................ $
Discontinued operations .............................................................................................
494.3 $
164.3 $
156.2
—
7.4
34.2
Total ....................................................................................................................... $
494.3 $
171.7 $
190.4
Details of end of year cash and cash equivalents and restricted cash:
910.6
6.7
917.3
Cash and cash equivalents .......................................................................................... $ 1,415.9 $ 1,726.2 $
Restricted cash included in other current assets and other assets, net ........................
7.0
6.2
Total cash and cash equivalents and restricted cash ............................................... $ 1,422.9 $ 1,732.4 $
The accompanying notes are an integral part of these consolidated financial statements.
II-52
LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements
December 31, 2023, 2022 and 2021
(1) Basis of Presentation
Liberty Global Ltd. (Liberty Global) is an international provider of broadband internet, video, fixed-line telephony and
mobile communications services to residential customers and businesses in Europe.
As a result of a series of mergers that were completed on June 7, 2013, Liberty Global plc became the publicly-held parent
company of the successors by merger of Liberty Global, Inc. (the predecessor to Liberty Global plc) and Virgin Media Inc.
(Virgin Media). On November 23, 2023, Liberty Global plc completed a statutory scheme of arrangement, pursuant to which a
new Bermudan company, Liberty Global Ltd., became the sole shareholder of Liberty Global plc and the parent entity of the
entire group of Liberty Global companies (the Redomiciliation). The Redomiciliation resulted in the Liberty Global group
parent company changing its jurisdiction of incorporation from England and Wales to Bermuda. In this Annual Report on Form
10-K, except where context dictates otherwise, the terms “we”, “our”, “our company” and “us” may refer, as the context
requires, to Liberty Global (or its predecessors) or collectively to Liberty Global (or its predecessors) and its subsidiaries and
any of its joint ventures.
Our continuing operations comprise businesses that provide residential and business-to-business (B2B) communications
services in (i) Switzerland, which we refer to as “Sunrise”, and Slovakia through certain wholly-owned subsidiaries that we
collectively refer to as “Sunrise Holding” (formerly UPC Holding), (ii) Belgium and Luxembourg through certain wholly-
owned subsidiaries that we collectively refer to as “Telenet”, and (iii) Ireland through another wholly-owned subsidiary (VM
Ireland). In addition, we own 50% noncontrolling interests in (a) a 50:50 joint venture (the VMO2 JV) with Telefónica SA
(Telefónica), which provides residential and B2B communication services in the United Kingdom (U.K.), and (b) a 50:50 joint
venture (the VodafoneZiggo JV) with Vodafone Group plc (Vodafone), which provides residential and B2B communication
services in the Netherlands. We also own (1) a 50% noncontrolling voting interest in a joint venture (the AtlasEdge JV), which
is a leading European Edge data center platform, and (2) a 25% noncontrolling interest in a joint venture (the nexfibre JV),
which is constructing a new fiber network in the U.K. outside of the existing footprint of the VMO2 JV.
In October 2023, we completed the Telenet Takeover Bid (as defined and described in note 14), pursuant to which we
increased our ownership interest in Telenet to 100%.
Through March 31, 2022, we provided residential and B2B communications services in Poland through Sunrise Holding.
On April 1, 2022, we completed the sale of our operations in Poland. Accordingly, in these consolidated financial statements,
our operations in Poland are reflected as discontinued operations for all applicable periods. For additional information, see note
6.
Through May 31, 2021, our consolidated operations also included residential and B2B communications services provided
to customers in the U.K. through Virgin Media (Virgin Media U.K.). On June 1, 2021, we contributed the U.K. JV Entities (as
defined in note 6) to the VMO2 JV and began accounting for our 50% interest in the VMO2 JV as an equity method
investment. For additional information, see note 6.
These consolidated financial statements have been prepared in accordance with accounting principles generally accepted in
the United States (GAAP). Unless otherwise indicated, the amounts presented in these notes relate only to our continuing
operations, and ownership percentages and convenience translations into United States (U.S.) dollars are calculated as of
December 31, 2023.
II-53
LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2023, 2022 and 2021
(2) Accounting Changes and Recent Accounting Pronouncements
Accounting Changes
ASU 2022-04
In September 2022, the Financial Accounting Standards Board (the FASB) issued Accounting Standards Update (ASU)
No. 2022-04, Liabilities—Supplier Finance Programs (ASU 2022-04), which requires additional disclosures for buyers
participating in supplier financing programs, which we refer to as vendor financing, including (i) the key terms of the
arrangement, (ii) the confirmed amount outstanding at the end of the period, (iii) the balance sheet presentation of related
amounts and (iv) a reconciliation of the balances from period to period. We adopted ASU 2022-04 on January 1, 2023, and such
adoption did not have a significant impact on our consolidated financial statements. For additional information regarding our
vendor financing obligations, see note 11.
ASU 2021-08
In October 2021, the FASB issued ASU No. 2021-08, Accounting for Contract Assets and Contract Liabilities from
Contracts with Customers (ASU 2021-08), which requires contract assets and contract liabilities acquired in a business
combination to be recognized and measured in accordance with Topic 606, Revenue from Contracts with Customers, as if the
acquirer had originated the contracts. We adopted ASU 2021-08 on January 1, 2023. The main impact of the adoption of ASU
2021-08 is the recognition of contract assets and contract liabilities in business combinations at amounts generally consistent
with the carrying value of such assets and liabilities of the acquiree immediately before the acquisition date.
ASU 2020-04
In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform: Facilitation of the Effects of Reference Rate
Reform on Financial Reporting (ASU 2020-04), which provides, for a limited time, optional expedients and exceptions for
certain contract modifications that reference the London Interbank Offered Rate (LIBOR) or another reference rate expected to
be discontinued. In December 2022, the FASB deferred the expiration date of ASU 2020-04 from December 31, 2022 to
December 31, 2024. In accordance with the optional expedients in ASU 2020-04, we have modified all applicable debt
agreements to replace LIBOR with another reference rate and applied the practical expedient to account for the modification as
a continuation of the existing contract. The use of optional expedients in ASU 2020-04 has not had a significant impact on our
consolidated financial statements to date. For additional information regarding our debt, see note 11.
Recent Accounting Pronouncements
ASU 2023-09
In December 2023, the FASB issued ASU No. 2023-09, Improvements to Income Tax Disclosures (ASU 2023-09), which
is intended to enhance the transparency of income tax matters within financial statements, providing stakeholders with a clearer
understanding of tax positions and their associated risks and uncertainties. ASU 2023-09 requires public business entities to
disclose, on an annual basis, specific categories in the rate reconciliation and provide additional information for reconciling
items that meet a specific quantitative threshold. There is a further requirement that public business entities will need to disclose
a tabular reconciliation, using both percentages and reporting currency amounts. ASU 2023-09 is effective for fiscal years
beginning after December 15, 2024. We are currently evaluating the impact of ASU 2023-09 on our consolidated financial
statements and disclosures.
ASU 2023-07
In November 2023, the FASB issued ASU No. 2023-07, Improvements to Reportable Segment Disclosures (ASU
2023-07), which aims to improve reportable segment disclosure requirements, primarily through enhanced disclosures
regarding significant segment expenses. ASU 2023-07 requires public companies to disclose, on an annual and interim basis,
significant segment expenses that are regularly provided to the chief operating decision maker and included within each
reported measure of segment profit or loss. ASU 2023-07 also requires a public entity to disclose, on an annual and interim
basis for each reportable segment, an amount for other segment items and a description of its composition. ASU 2023-07 is
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LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2023, 2022 and 2021
effective for fiscal years beginning after December 15, 2023 and is required to be applied on a retrospective basis. We are
currently evaluating the impact of ASU 2023-07 on our consolidated financial statements and disclosures.
ASU 2023-05
In August 2023, the FASB issued ASU No. 2023-05, Business Combinations – Joint Venture Formations: Recognition and
Initial Measurement (ASU 2023-05), which outlines updates to the formation of entities that meet the definition of a joint
venture as defined by the FASB. ASU 2023-05 requires a joint venture to measure its assets and liabilities at fair value upon
formation. ASU 2023-05 is effective prospectively for joint venture formations with a formation date on or after January 1,
2025. We do not expect ASU 2023-05 to have a significant impact on our consolidated financial statements.
(3) Summary of Significant Accounting Policies
Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of
revenue and expenses during the reporting period. Estimates and assumptions are used in accounting for, among other things,
the valuation of acquisition-related assets and liabilities, deferred income taxes and related valuation allowances, loss
contingencies, fair value measurements, impairment assessments, capitalization of internal costs associated with construction
and installation activities and the development of internal-use software, useful lives of long-lived assets, share-based
compensation and actuarial liabilities associated with certain benefit plans. Actual results could differ from those estimates.
Reclassifications
Certain prior year amounts have been reclassified to conform to the current year presentation, including the reclassification
of certain segment information with respect to the Tech Framework, as defined and described in note 19.
Principles of Consolidation
The accompanying consolidated financial statements include our accounts and the accounts of all voting interest entities
where we exercise a controlling financial interest through the ownership of a direct or indirect controlling voting interest and
variable interest entities for which our company is the primary beneficiary. All significant intercompany accounts and
transactions have been eliminated in consolidation.
Cash and Cash Equivalents and Restricted Cash
Cash equivalents consist of money market funds and other investments that are readily convertible into cash and have
maturities of three months or less at the time of acquisition. We record money market funds at the net asset value as there are no
restrictions on our ability, contractual or otherwise, to redeem our investments at the stated net asset value.
Restricted cash consists of cash held in restricted accounts, including cash held as collateral for debt and other
compensating balances. Restricted cash amounts that are required to be used to purchase long-term assets or repay long-term
debt are classified as long-term assets. All other cash that is restricted to a specific use is classified as current or long-term
based on the expected timing of the disbursement.
Our significant non-cash investing and financing activities are disclosed in our consolidated statements of equity and in
notes 6, 10, 11 and 12.
Cash Flow Statement
For purposes of our consolidated statements of cash flows, operating-related expenses financed by an intermediary are
treated as constructive operating cash outflows and constructive financing cash inflows when the intermediary settles the
liability with the vendor as there is no actual cash outflow until we pay the financing intermediary. When we pay the financing
intermediary, we record financing cash outflows in our consolidated statements of cash flows. The capital expenditures we
II-55
LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2023, 2022 and 2021
report in our consolidated statements of cash flows do not include amounts that are financed under capital-related vendor
financing or finance lease arrangements. Instead, these amounts are reflected as non-cash additions to our property and
equipment when the underlying assets are delivered and as repayments of debt when the principal is repaid.
Trade Receivables
Our trade receivables are reported net of an allowance for doubtful accounts. Such allowance aggregated $58.0 million and
$43.1 million at December 31, 2023 and 2022, respectively. The allowance for doubtful accounts is based upon our current
estimate of lifetime expected credit losses related to uncollectible accounts receivable. We use a number of factors in
determining the allowance, including, among other things, collection trends, prevailing and anticipated economic conditions
and specific customer credit risk. The allowance is maintained until either payment is received or the likelihood of collection is
considered to be remote.
Concentration of credit risk with respect to trade receivables is limited due to the large number of residential and business
customers. We also manage this risk by disconnecting services to customers whose accounts are delinquent.
Investments
We make elections, on an investment-by-investment basis, as to whether we measure our investments at fair value. Such
elections are generally irrevocable. With the exception of those investments over which we exercise significant influence, we
generally elect the fair value method. For those investments over which we exercise significant influence, we generally elect the
equity method. We determine the appropriate classification of our investments in debt securities at the time of purchase based
on the underlying nature and characteristics of each security. With the exception of our debt security in a leveraged structured
note, all of our debt securities are classified as available for sale and are reported at fair value. Changes in fair value are
reported in other comprehensive earnings or loss and, upon sale, are reported in realized and unrealized gains or losses due to
changes in fair values of certain investments, net, in our consolidated statements of operations. Our debt security held in a
leveraged structured note is accounted for at fair value and any change in fair value is reported in realized and unrealized gains
or losses due to changes in fair values of certain investments, net, in our consolidated statements of operations.
Under the fair value method, investments are recorded at fair value and any changes in fair value are reported in realized
and unrealized gains or losses due to changes in fair values of certain investments, net, in our consolidated statements of
operations. All costs directly associated with the acquisition of an investment to be accounted for using the fair value method
are expensed as incurred. In addition, any interest received on our debt securities is reported as interest income in our
consolidated statements of operations. Under the equity method, investments are recorded at cost and are subsequently
increased or reduced to reflect our share of net earnings or losses of the investee. All costs directly associated with the
acquisition of an investment to be accounted for using the equity method are included in the carrying amount of the investment.
For additional information regarding our fair value and equity method investments, see notes 7 and 9.
Under the equity method, investments, originally recorded at cost, are adjusted to recognize our share of net earnings or
losses of the affiliates as they occur rather than as dividend distributions are received, with our recognition of losses generally
limited to the extent of our investment in, and advances and commitments to, the investee. The portion of the difference
between our investment and our share of the net assets of the investee that represents goodwill is not amortized, but continues to
be considered for impairment. Profits on transactions with equity affiliates for which assets remain on our or our investee’s
balance sheet are eliminated to the extent of our ownership in the investee.
Dividend distributions from investees that are not accounted for under the equity method are recognized as dividend
income in our consolidated statements of operations when the investee’s shares begin trading on an ex-dividend basis for
publicly traded investees or when declared for privately held investees. Dividend distributions from our equity method
investees are reflected as reductions in the carrying values of the applicable investments. Dividend distributions that are deemed
to be (i) returns on our investments are included in cash flows from operating activities in our consolidated statements of cash
flows and (ii) returns of our investments are included in cash flows from investing activities in our consolidated statements of
cash flows.
We continually review all of our equity method investments to determine whether a decline in fair value below the cost
basis is deemed other-than-temporary. The primary factors we consider in our determination are the extent and length of time
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LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2023, 2022 and 2021
that the fair value of the investment is below our company’s carrying value and the financial condition, operating performance
and near-term prospects of the investee, changes in the stock price or valuation subsequent to the balance sheet date, and the
impacts of exchange rates, if applicable. If the decline in fair value of an equity method investment is deemed to be other-than-
temporary, the cost basis of the security is written down to fair value and the corresponding charge is reported in share of
results of affiliates, net, in our consolidated statements of operations.
Realized gains and losses are determined on an average cost basis. Securities transactions are recorded on the trade date.
Financial Instruments
Due to the short maturities of cash and cash equivalents, restricted cash, short-term liquid investments, trade and other
receivables, other current assets, accounts payable and other accrued and current liabilities, their respective carrying values
approximate their respective fair values. For information concerning the fair values of certain of our investments, derivatives
and debt, see notes 7, 8 and 11, respectively. For information regarding how we arrive at certain of our fair value
measurements, see note 9.
Derivative Instruments
All derivative instruments, whether designated as hedging relationships or not, are recorded on the balance sheet at fair
value. We generally do not apply hedge accounting to our derivative instruments, therefore changes in the fair value of
derivative instruments are recognized in earnings or loss.
The net cash received or paid related to our derivative instruments is classified as an operating, investing or financing
activity in our consolidated statements of cash flows based on the objective of the derivative instrument and the classification of
the applicable underlying cash flows. For additional information regarding our derivative instruments, see note 8.
Property and Equipment
Property and equipment are stated at cost less accumulated depreciation. We capitalize costs associated with the
construction of new, or upgrades to existing, fixed and mobile transmission and distribution facilities, the installation of new
fixed-line services and the development of internal-use software. Capitalized construction and installation costs include
materials, labor and other directly attributable costs. Installation activities that are capitalized include (i) the initial connection
(or drop) from our fixed-line system to a customer location, (ii) the replacement of a drop and (iii) the installation of equipment
for new, or upgrades to existing, fixed-line services. The costs of other customer-facing activities, such as reconnecting and
disconnecting customer locations and repairing or maintaining drops, are expensed as incurred. Interest capitalized with respect
to construction activities was not material during any of the periods presented.
Capitalized internal-use software is included as a component of property and equipment. We capitalize internal and
external costs directly associated with the development of internal-use software. We also capitalize costs associated with the
purchase of software licenses. Maintenance and training costs, as well as costs incurred during the preliminary stage of an
internal-use software development project, are expensed as incurred. Costs related to the development of entertainment- and
connectivity-related software that we externally market, or plan to externally market, to third parties are expensed as incurred,
as the time period between technological feasibility and product launch is generally limited in duration and the associated costs
during said time period are not significant.
Depreciation is computed using the straight-line method over the estimated useful life of the underlying asset. Equipment
under finance leases is amortized on a straight-line basis over the shorter of the lease term or estimated useful life of the asset.
Useful lives used to depreciate our property and equipment are assessed periodically and are adjusted when warranted. The
useful lives of fixed and mobile distribution systems that are undergoing a rebuild are adjusted such that property and
equipment to be retired will be fully depreciated by the time the rebuild is completed. For additional information regarding the
useful lives of our property and equipment, see note 10.
Additions, replacements and improvements that extend the asset life are capitalized. Repairs and maintenance are charged
to operations.
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LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2023, 2022 and 2021
We recognize a liability for asset retirement obligations in the period in which it is incurred if sufficient information is
available to make a reasonable estimate of fair values. Asset retirement obligations may arise from the loss of rights of way that
we obtain from local municipalities or other relevant authorities, as well as our obligations under certain lease arrangements to
restore the property to its original condition at the end of the lease term. Given the nature of our operations, most of our rights
of way and certain leased premises are considered integral to our business. Accordingly, for most of our rights of way and
certain lease agreements, the possibility is remote that we will incur significant removal costs in the foreseeable future and, as
such, we do not have sufficient information to make a reasonable estimate of fair value for these asset retirement obligations.
As of December 31, 2023 and 2022, the recorded value of our asset retirement obligations was $105.9 million and $93.0
million, respectively.
Intangible Assets
Our primary intangible assets relate to goodwill and customer relationships. Goodwill represents the excess purchase price
over the fair value of the identifiable net assets acquired in a business combination. Customer relationships are initially recorded
at their fair value in connection with business combinations.
Goodwill and other intangible assets with indefinite useful lives are not amortized, but instead are tested for impairment at
least annually. Intangible assets with finite lives are amortized on a straight-line basis over their respective estimated useful
lives to their estimated residual values.
For additional information regarding the useful lives of our intangible assets, see note 10.
Impairment of Property and Equipment and Intangible Assets
When circumstances warrant, we review the carrying amounts of our property and equipment and our intangible assets
(other than goodwill) to determine whether such carrying amounts continue to be recoverable. Such changes in circumstance
may include (i) an expectation of a sale or disposal of a long-lived asset or asset group, (ii) adverse changes in market or
competitive conditions, (iii) an adverse change in legal factors or business climate in the markets in which we operate and
(iv) operating or cash flow losses. For purposes of impairment testing, long-lived assets are grouped at the lowest level for
which cash flows are largely independent of other assets and liabilities, generally at or below the reporting unit level (see
below). If the carrying amount of the asset or asset group is greater than the expected undiscounted cash flows to be generated
by such asset or asset group, an impairment adjustment is recognized. Such adjustment is measured by the amount that the
carrying value of such asset or asset group exceeds its fair value. We generally measure fair value by considering (a) sale prices
for similar assets, (b) discounted estimated future cash flows using an appropriate discount rate and/or (c) estimated
replacement cost. Assets to be disposed of are recorded at the lower of their carrying amount or fair value less costs to sell.
We evaluate goodwill for impairment at least annually on October 1 and whenever facts and circumstances indicate that a
reporting unit’s carrying amount may not be recoverable. We first make a qualitative assessment to determine if the goodwill
may be impaired. If it is more-likely-than-not that a reporting unit’s fair value is less than its carrying value, we then compare
the fair value of the reporting unit to its respective carrying amount. Any excess of the carrying amount over the fair value
would be charged to operations as an impairment loss. A reporting unit is an operating segment or one level below an operating
segment (referred to as a “component”).
Leases
For leases with a term greater than 12 months, we recognize on the lease commencement date (i) right-of-use (ROU) assets
representing our right to use an underlying asset and (ii) lease liabilities representing our obligation to make lease payments
over the lease term. Lease and non-lease components in a contract are generally accounted for separately.
We initially measure lease liabilities at the present value of the remaining lease payments over the lease term. Options to
extend or terminate the lease are included only when it is reasonably certain that we will exercise that option. As most of our
leases do not provide enough information to determine an implicit interest rate, we generally use a portfolio level incremental
borrowing rate in our present value calculation. We initially measure ROU assets at the value of the lease liability, plus any
initial direct costs and prepaid lease payments, less any lease incentives received.
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LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2023, 2022 and 2021
With respect to our finance leases, (i) ROU assets are generally depreciated on a straight-line basis over the shorter of the
lease term or the useful life of the asset and (ii) interest expense on the lease liability is recorded using the effective interest
method. Operating lease expense is recognized on a straight-line basis over the lease term. For leases with a term of 12 months
or less (short-term leases), we do not recognize ROU assets or lease liabilities. Short-term lease expense is recognized on a
straight-line basis over the lease term.
Income Taxes
Income taxes are accounted for under the asset and liability method. We recognize deferred tax assets and liabilities for the
future tax consequences attributable to differences between the financial statement carrying amounts and income tax basis of
assets and liabilities and the expected benefits of utilizing net operating loss and tax credit carryforwards, using enacted tax
rates in effect for each taxing jurisdiction in which we operate for the year in which those temporary differences are expected to
be recovered or settled. We recognize the financial statement effects of a tax position when it is more-likely-than-not, based on
technical merits, that the position will be sustained upon examination. Net deferred tax assets are then reduced by a valuation
allowance if we believe it is more-likely-than-not such net deferred tax assets will not be realized. Certain of our valuation
allowances and tax uncertainties are associated with entities that we acquired in business combinations. The effect on deferred
tax assets and liabilities of a change in tax rates is recognized in earnings or loss in the period that includes the enactment date.
Deferred tax liabilities related to investments in foreign subsidiaries and foreign corporate joint ventures that are essentially
permanent in duration are not recognized until it becomes apparent that such amounts will reverse in the foreseeable future. In
order to be considered essentially permanent in duration, sufficient evidence must indicate that the foreign subsidiary has
invested or will invest its undistributed earnings indefinitely, or that earnings will be remitted in a tax-free manner. The 2017
Tax Cuts and Jobs Act created a requirement that certain income earned by foreign subsidiaries, known as global intangible
low-taxed income (GILTI), must be included in the gross income of their U.S. shareholder. We have elected to treat the tax
effect of GILTI as a current-period expense when incurred. Interest and penalties related to income tax liabilities are included in
income tax benefit or expense in our consolidated statements of operations.
For additional information regarding our income taxes, see note 13.
Foreign Currency Translation and Transactions
The reporting currency of our company is the U.S. dollar. The functional currency of our foreign operations generally is the
applicable local currency for each foreign subsidiary and equity method investee. Assets and liabilities of foreign subsidiaries
(including intercompany balances for which settlement is not anticipated in the foreseeable future) are translated at the spot rate
in effect at the applicable reporting date. With the exception of certain material transactions, the amounts reported in our
consolidated statements of operations are translated at the average exchange rates in effect during the applicable period. The
resulting unrealized cumulative translation adjustment, net of applicable income taxes, is recorded as a component of
accumulated other comprehensive earnings or loss in our consolidated statements of equity. With the exception of certain
material transactions, the cash flows from our operations in foreign countries are translated at the average rate for the applicable
period in our consolidated statements of cash flows. The impacts of material transactions generally are recorded at the
applicable spot rates in our consolidated statements of operations and cash flows. The effect of exchange rates on cash balances
held in foreign currencies are separately reported in our consolidated statements of cash flows.
Transactions denominated in currencies other than our or our subsidiaries’ functional currencies are recorded based on
exchange rates at the time such transactions arise. Changes in exchange rates with respect to amounts recorded on our
consolidated balance sheets related to these non-functional currency transactions result in transaction gains and losses that are
reflected in our consolidated statements of operations as unrealized (based on the applicable period end exchange rates) or
realized upon settlement of the transactions.
Revenue Recognition
Service Revenue — Fixed Networks. We recognize revenue from the provision of broadband internet, video and fixed-line
telephony services over our network to customers in the period the related services are provided, with the exception of revenue
recognized pursuant to certain contracts that contain promotional discounts, as described below. Installation fees related to
services provided over our network are generally deferred and recognized as revenue over the contractual period, or longer if
the upfront fee results in a material renewal right.
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LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2023, 2022 and 2021
Sale of Multiple Products and Services. We sell broadband internet, video, fixed-line telephony and, in most of our
markets, mobile services to our customers in bundled packages at a rate lower than if the customer purchased each product on a
standalone basis. Revenue from bundled packages generally is allocated proportionally to the individual products or services
based on the relative standalone selling price for each respective product or service.
Mobile Revenue — General. Consideration from mobile contracts is allocated to the airtime service component and the
handset component based on the relative standalone selling prices of each component. In markets where we offer handsets and
airtime services in separate contracts entered into at the same time, we account for these contracts as a single contract.
Mobile Revenue — Airtime Services. We recognize revenue from mobile services in the period in which the related services
are provided. Revenue from prepaid customers is deferred prior to the commencement of services and recognized as the
services are rendered or usage rights expire.
Mobile Revenue — Handset Revenue. Revenue from the sale of handsets is recognized at the point in which the goods have
been transferred to the customer. Some of our mobile handset contracts that permit the customer to take control of the handset
upfront and pay for the handset in installments over a contractual period may contain a significant financing component. For
contracts with terms of one year or more, we recognize any significant financing component as revenue over the contractual
period using the effective interest method. We do not record the effect of a significant financing component if the contractual
period is less than one year.
B2B Revenue. We defer upfront installation and certain nonrecurring fees received on B2B contracts where we maintain
ownership of the installed equipment. The deferred fees are amortized into revenue on a straight-line basis, generally over the
longer of the term of the arrangement or the expected period of performance. From time to time, we also enter into agreements
with certain B2B customers pursuant to which they are provided the right to use certain elements of our network. If these
agreements are determined to contain a lease that meets the criteria to be considered a sales-type lease, we recognize revenue
from the lease component when control of the network element is transferred to the customer.
Other Revenue — Services to Affiliates. We provide certain services to the VMO2 JV and the VodafoneZiggo JV, which
consist primarily of (i) technology and other services and (ii) capital-related expenditures for assets that will be used by or will
otherwise benefit the VMO2 JV and the VodafoneZiggo JV. We recognize revenue from services to affiliates in the period in
which the related services are provided.
Contract Costs. Incremental costs to obtain a contract with a customer, such as incremental sales commissions, are
generally recognized as assets and amortized to SG&A expenses over the applicable period benefited, which generally is the
contract life. If, however, the amortization period is less than one year, we expense such costs in the period incurred. Contract
fulfillment costs, such as costs for installation activities for B2B customers, are recognized as assets and amortized to other
operating costs over the applicable period benefited, which is generally the substantive contract term for the related service
contract.
Promotional Discounts. For subscriber promotions, such as discounted or free services during an introductory period,
revenue is recognized uniformly over the contractual period if the contract has substantive termination penalties. If a contract
does not have substantive termination penalties, revenue is recognized only to the extent of the discounted monthly fees
charged to the subscriber, if any.
Subscriber Advance Payments. Payments received in advance for the services we provide are deferred and recognized as
revenue when the associated services are provided.
Sales, Use and Other Value-Added Taxes. Revenue is recorded net of applicable sales, use and other value-added taxes
(VAT).
For additional information regarding our revenue recognition and related costs, see note 4. For additional information
regarding services provided to our affiliates, see note 7. For a disaggregation of our revenue by major category and by
reportable and geographic segment, see note 19.
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LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2023, 2022 and 2021
Programming Costs
Programming costs include (i) agreements to distribute channels to our customers, (ii) exhibition rights of programming
content and (iii) sports rights.
Channel Distribution Agreements. Our channel distribution agreements are generally multi-year contracts for which we are
charged either (i) variable rates based upon the number of subscribers or (ii) on a flat fee basis. Certain of our variable rate
contracts require minimum guarantees. Programming costs under such arrangements are recorded in operating costs and
expenses in our consolidated statement of operations when the programming is available for viewing.
Exhibition Rights. Our agreements for exhibition rights are generally multi-year license agreements for which we are
typically charged either (i) a percentage of the revenue earned per program or (ii) a flat fee per program. The current and long-
term portions of our exhibition rights acquired under licenses are recorded as other current assets and other assets, net,
respectively, on our consolidated balance sheet when the license period begins and the program is available for its first
showing. Capitalized exhibition rights are amortized based on the projected future showings of the content using a straight-line
or accelerated method of amortization, as appropriate. Exhibition rights are regularly reviewed for impairment and held at the
lower of unamortized cost or estimated net realizable value.
Sports Rights. Our sports rights agreements are generally multi-year contracts for which we are typically charged a flat fee
per season. We typically pay for sports rights in advance of the respective season. The current and long-term portions of any
payments made in advance of the respective season are recorded as other current assets and other assets, net, respectively, on
our consolidated balance sheet and are amortized on a straight-line basis over the respective sporting season. Sports rights are
regularly reviewed for impairment and held at the lower of unamortized cost or estimated net realizable value.
For additional information regarding our programming costs, see note 18.
Share-based Compensation
We recognize all share-based payments to employees, including grants of employee share-based incentive awards, based
on their grant-date fair values and our estimates of forfeitures. We recognize share-based compensation expense as a charge to
operations over the vesting period based on the grant-date fair value of outstanding awards, which may differ from the fair
value of such awards on any given date. Our share of payroll taxes incurred in connection with the vesting or exercise of our
share-based incentive awards is recorded as a component of share-based compensation expense in our consolidated statements
of operations.
We use the straight-line method to recognize share-based compensation expense for our outstanding share awards that do
not contain a performance condition and the accelerated expense attribution method for our outstanding share awards that
contain a performance condition and vest on a graded basis.
The grant date fair values for options, share appreciation rights (SARs) and performance-based share appreciation rights
(PSARs) are estimated using the Black-Scholes option pricing model, and the grant date fair values for restricted share units
(RSUs), restricted share awards (RSAs) and performance-based restricted share units (PSUs) are based upon the closing share
price of Liberty Global common shares on the date of grant. We consider historical exercise trends in our calculation of the
expected life of options and SARs granted by Liberty Global to employees. The expected volatility for options and SARs
related to our common shares is generally based on a combination of (i) historical volatilities for a period equal to the expected
average life of the awards and (ii) volatilities implied from publicly-traded options for our shares.
We generally issue new Liberty Global common shares when Liberty Global options or SARs are exercised, when RSUs
and PSUs vest and when RSAs are granted. Our company settles SARs and PSARs on a net basis when exercised by the award
holder, whereby the number of shares issued represents the excess value of the award based on the market price of the
respective Liberty Global shares at the time of exercise relative to the award’s exercise price. In addition, the number of shares
issued is further reduced by the amount of the employee’s required income tax withholding.
Although we repurchase Liberty Global common shares from time to time, the parameters of our share purchase and
redemption activities are not established with reference to the dilutive impact of our share-based compensation plans.
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LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2023, 2022 and 2021
For additional information regarding our share-based compensation, see note 15.
Litigation Costs
Legal fees and related litigation costs are expensed as incurred.
Earnings or Loss per Share
Basic earnings or loss per share (EPS) is computed by dividing net earnings or loss by the weighted average number of
shares outstanding for the period. Diluted EPS presents the dilutive effect, if any, on a per share basis of potential shares from
share-based incentive awards as if they had been exercised, vested or converted at the beginning of the periods presented. For
additional information regarding our share-based incentive awards, see note 15.
The details of our net earnings (loss) from continuing operations attributable to Liberty Global shareholders are set forth
below:
2023
Year ended December 31,
2022
in millions, except share amounts
2021
Earnings (loss) from continuing operations ............................................................... $
Net earnings from continuing operations attributable to noncontrolling interests .....
(3,873.8) $
1,105.3 $ 13,527.5
(177.9)
(513.1)
(183.3)
Net earnings (loss) from continuing operations attributable to Liberty Global
shareholders ......................................................................................................... $
(4,051.7) $
592.2 $ 13,344.2
Weighted average common shares outstanding (basic EPS computation) .................
Incremental shares attributable to the assumed exercise or release of outstanding
share-based incentive awards upon vesting (treasury stock method) .....................
Weighted average common shares outstanding (diluted EPS computation) ..............
425,679,037
489,555,582
555,695,224
—
7,433,268
13,418,999
425,679,037
496,988,850
569,114,223
We reported a net loss from continuing operations attributable to Liberty Global shareholders during 2023. Therefore, the
potentially dilutive effect at December 31, 2023 excludes 96.5 million shares issuable pursuant to outstanding share-based
incentive awards in the computation of diluted net loss from continuing operations attributable to Liberty Global shareholders
per share because their inclusion would have been anti-dilutive to the computation or, in the case of PSUs, because such awards
had not yet met the applicable performance criteria.
The calculation of diluted earnings per share excludes aggregate share-based incentive awards of 59.5 million and
47.9 million during 2022 and 2021, respectively, because their effect would have been anti-dilutive.
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LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2023, 2022 and 2021
(4) Revenue Recognition and Related Costs
Contract Balances
If we transfer goods or services to a customer but do not have an unconditional right to payment, we record a contract
asset. Contract assets typically arise from the uniform recognition of introductory promotional discounts over the contract
period and accrued revenue for handset sales. Our contract assets were $45.8 million and $33.3 million as of December 31,
2023 and 2022, respectively. The current and long-term portions of our contract asset balances are included within other current
assets and other assets, net, respectively, on our consolidated balance sheets.
We record deferred revenue when we receive payment prior to transferring goods or services to a customer. We primarily
defer revenue for (i) installation and other upfront services and (ii) other services that are invoiced prior to when services are
provided. Our deferred revenue balances were $267.6 million and $272.5 million as of December 31, 2023 and 2022,
respectively. The decrease in deferred revenue during 2023 is primarily due to the net effect of (a) the recognition of $217.1
million of revenue that was included in our deferred revenue balance at December 31, 2022 and (b) the impact of additions
during the period. The long-term portions of our deferred revenue balances are included within other long-term liabilities on our
consolidated balance sheets.
Contract Costs
Our aggregate assets associated with incremental costs to obtain and fulfill our contracts were $84.1 million and $69.4
million at December 31, 2023 and 2022, respectively. The current and long-term portions of our assets related to contract costs
are included within other current assets and other assets, net, respectively, on our consolidated balance sheets. During 2023,
2022 and 2021, we amortized $80.6 million, $75.2 million and $122.0 million, respectively, to operating costs and expenses
related to these assets.
Unsatisfied Performance Obligations
A large portion of our revenue is derived from customers who are not subject to contracts. Revenue from customers who
are subject to contracts is generally recognized over the term of such contracts, which is typically 12 months for our residential
service contracts, one to three years for our mobile service contracts and one to five years for our B2B service contracts.
(5) Acquisitions
Telenet Wyre Transaction. On July 1, 2023, pursuant to an agreement dated July 19, 2022, Telenet and Fluvius System
Operator CV (Fluvius) created an independent, self-funding infrastructure company (Wyre) within their combined geographic
footprint in Belgium (the Telenet Wyre Transaction). The companies each contributed certain cable infrastructure assets with
Telenet and Fluvius initially owning 66.8% and 33.2% of Wyre, respectively. In exchange for its 66.8% ownership of Wyre,
Telenet contributed net assets with a fair value of €1,851.2 million ($2,021.2 million at the transaction date), together with
annual payments to Fluvius of €20.0 million ($22.1 million) over the next six years following the date of the transaction.
Telenet and Liberty Global began consolidating Wyre’s results upon the closing of the transaction.
With the closing of the Telenet Wyre Transaction, Telenet early terminated and effectively settled certain pre-existing
contractual relationships with Fluvius, principally related to Telenet’s leased network, and began consolidating certain
infrastructure cable assets contributed by Fluvius to Wyre, as described above. Primarily due to Telenet’s aforementioned pre-
existing network leasing relationship with Fluvius, the Telenet Wyre Transaction does not have a significant impact on our
operating income during 2023, 2022 or 2021. Accordingly, the pro forma effect of the Telenet Wyre Transaction is not
presented herein.
In connection with the Telenet Wyre Transaction, we recognized a net gain of $377.8 million during 2023, which
represents the difference between the fair value and carrying amount of a pre-existing network leasing relationship between
Telenet and Fluvius. No income taxes were required to be provided on this gain.
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LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2023, 2022 and 2021
(6) Dispositions
2022 Dispositions
UPC Poland. On April 1, 2022, we completed the sale of 100% of our operations in Poland (UPC Poland) to a subsidiary
of iliad S.A. (iliad). After considering debt and working capital adjustments (including cash disposed), we received net cash
proceeds of Polish zloty 6,520.4 million ($1,553.3 million at the transaction date).
In connection with the sale of UPC Poland, we recognized a gain of $846.4 million, which includes a cumulative foreign
currency translation gain of $10.9 million. No income taxes were required to be provided on this gain.
In connection with the sale of UPC Poland, we have agreed to provide certain transitional services to iliad for a period of
up to five years, depending on the service. These services principally comprise network and information technology-related
functions. During 2023 and 2022, we recorded revenue of $24.6 million and $26.6 million, respectively, associated with these
transitional services.
UPC Poland is presented as a discontinued operation in our consolidated financial statements for all applicable periods.
Effective with the signing of the sale and purchase agreement on September 22, 2021, we ceased to depreciate or amortize the
associated long-lived assets. Our operations in Poland were held through Sunrise Holding prior to the disposal date. No debt,
interest or derivative instruments of the Sunrise Holding borrowing group have been allocated to discontinued operations.
The operating results of UPC Poland for 2022 and 2021 are summarized in the following table. These amounts exclude
intercompany revenue and expenses that are eliminated within our consolidated statements of operations.
Year ended December 31,
2022 (a)
2021
in millions
Revenue ............................................................................................................................................ $
Operating income ............................................................................................................................. $
Earnings before income taxes .......................................................................................................... $
Income tax expense ..........................................................................................................................
Net earnings attributable to Liberty Global shareholders ................................................................ $
109.5 $
45.0 $
43.9 $
(9.3)
34.6 $
454.8
133.7
130.7
(48.1)
82.6
_______________
(a)
Includes the operating results of UPC Poland from January 1, 2022 to April 1, 2022, the date UPC Poland was sold.
Telenet Tower Sale. On June 1, 2022, Telenet completed the sale of substantially all of their passive infrastructure and
tower assets to DigitalBridge Investments LLC (DigitalBridge) (the Telenet Tower Sale). After considering working capital
adjustments, we received net cash proceeds of €733.0 million ($779.9 million at the transaction date). Effective with the signing
of the sale and purchase agreement on March 25, 2022, we began accounting for the associated assets and liabilities as held for
sale and, accordingly, we ceased to depreciate or amortize these long-lived assets.
In connection with the completion of the Telenet Tower Sale, we recognized a gain of $700.5 million. No income taxes
were required to be provided on this gain.
As part of the Telenet Tower Sale, Telenet entered into a master lease agreement to lease back the passive infrastructure
and tower assets from DigitalBridge for an initial period of 15 years (the Telenet Tower Lease Agreement). In connection
with the Telenet Tower Lease Agreement, we recorded non-cash additions to our operating lease ROU assets of $615.1 million
and a corresponding increase to our operating lease liabilities of the same amount.
In addition, as part of the Telenet Tower Lease Agreement, Telenet has also committed to lease back 475 build-to-suit sites
over the term of the lease. As of December 31, 2023, the total U.S. dollar equivalent of the estimated future payments for the
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LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2023, 2022 and 2021
build-to-suit sites over the term of the lease was $106.8 million, the majority of which are due after 2028. Telenet will act as an
agent over the construction of future towers on the build-to-suit sites.
2021 Dispositions
U.K. JV Transaction. On June 1, 2021, pursuant to a Contribution Agreement dated May 7, 2020 (the Contribution
Agreement) with, among others, Telefónica, (i) we contributed Virgin Media U.K. and certain other Liberty Global
subsidiaries (together, the U.K. JV Entities) to the VMO2 JV and (ii) Telefónica contributed its U.K. mobile business to the
VMO2 JV, creating a nationwide integrated communications provider (herein referred to as the “U.K. JV Transaction”). We
account for our 50% interest in the VMO2 JV as an equity method investment, as further described in note 7.
In connection with the U.K. JV Transaction, we received net cash of $108.6 million, which includes the net impact of (i)
equalization payments received from Telefónica, (ii) our share of the proceeds associated with related recapitalization financing
transactions completed by the VMO2 JV and (iii) $44.5 million of cash paid by Liberty Global to settle certain centrally-held
vendor financing obligations associated with the VMO2 JV.
In connection with the U.K. JV Transaction, we recognized a pre-tax gain of $10,873.8 million, net of the recognition of a
cumulative foreign currency translation loss of $1,198.6 million. This gain was calculated by deducting the carrying value of
the U.K. JV Entities (including the related foreign currency translation loss) from the sum of (i) the fair value assigned to our
50% interest in the VMO2 JV and (ii) the net cash received pursuant to the equalization payments and recapitalization
transactions described above. For information regarding our approach to the valuation of our interest in the VMO2 JV, see note
9.
A summary of the fair value of the assets and liabilities of the VMO2 JV at the June 1, 2021 transaction date is presented in
the following table. The opening balance sheet presented below reflects the final purchase price allocation (in millions):
Current assets ........................................................................................................................................................... $
Property and equipment, net ....................................................................................................................................
Goodwill ..................................................................................................................................................................
Intangible assets subject to amortization, net ..........................................................................................................
Other assets, net .......................................................................................................................................................
Current portion of debt and finance lease obligations .............................................................................................
Other accrued and current liabilities ........................................................................................................................
4,186.7
12,523.2
29,455.4
13,274.6
4,163.5
(4,352.5)
(5,780.8)
Long-term debt and finance lease obligations .........................................................................................................
(21,879.2)
Other long-term liabilities ........................................................................................................................................
Total fair value of the net assets of the VMO2 JV ...................................................................................... $
(2,170.9)
29,420.0
For the period prior to the June 1, 2021 completion of the U.K. JV Transaction, our consolidated statement of operations
includes aggregate earnings before income taxes attributable to the U.K. JV Entities of $890.5 million during 2021.
Effective with the signing of the Contribution Agreement, we began accounting for the U.K. JV Entities as held for sale.
Accordingly, we ceased to depreciate or amortize the long-lived assets of the U.K. JV Entities. However, the U.K. JV Entities
were not presented as discontinued operations as the U.K. JV Transaction did not represent a strategic shift as defined by
GAAP.
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LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2023, 2022 and 2021
The June 1, 2021 carrying amounts of the major classes of assets and liabilities associated with the U.K. JV Entities, which
were contributed to the VMO2 JV, are summarized below (in millions):
Assets:
Current assets (a) .................................................................................................................................................. $
Property and equipment, net .................................................................................................................................
Goodwill ...............................................................................................................................................................
Other assets, net ....................................................................................................................................................
Total assets (b) ................................................................................................................................................... $
Liabilities:
Current portion of debt and finance lease obligations .......................................................................................... $
Other accrued and current liabilities .....................................................................................................................
Long-term debt and finance lease obligations ......................................................................................................
Other long-term liabilities ....................................................................................................................................
Total liabilities (b) ............................................................................................................................................. $
_______________
4,868.3
9,465.1
8,214.7
3,086.9
25,635.0
3,220.9
2,242.0
16,905.1
1,788.2
24,156.2
(a) Amount includes $3.4 billion of net proceeds from certain financing transactions completed in 2020 that were held in
escrow pending the completion of the U.K. JV Transaction.
(b)
The carrying amount of the net assets of $1,478.8 million presented above is net of the cumulative foreign currency
translation loss of $1,198.6 million.
AtlasEdge JV Transactions. On September 1, 2021, we (i) contributed certain assets and liabilities to a newly-formed 50:50
joint venture (the AtlasEdge JV) that was established for the purpose of acquiring and commercializing European technical real
estate for edge colocation and hosting services and (ii) sold certain other assets to the AtlasEdge JV. In addition, we sold certain
additional assets to the AtlasEdge JV during the fourth quarter of 2021. In connection with these transactions, which we
collectively refer to as the “AtlasEdge JV Transactions”, we (a) received net cash of $144.5 million and (b) recognized a pre-
tax gain of $227.5 million (net of the recognition of a cumulative foreign currency translation loss of $1.8 million), representing
the difference between the estimated fair value and the carrying value of the net assets associated with these transactions. We
account for our interest in the AtlasEdge JV as an equity method investment.
II-66
LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2023, 2022 and 2021
(7) Investments
The details of our investments are set forth below:
Accounting Method
Equity (b):
Long-term:
December 31,
2023
2022
in millions
Ownership (a)
%
VMO2 JV ............................................................................................................ $
VodafoneZiggo JV (c) ........................................................................................
AtlasEdge JV ......................................................................................................
All3Media Group (All3Media) ..........................................................................
Formula E Holdings Ltd (Formula E) ...............................................................
nexfibre JV ..........................................................................................................
Other ...................................................................................................................
Total — equity ..................................................................................................
7,248.5 $
9,790.9
2,055.4
2,345.8
250.8
144.2
99.1
55.9
133.7
122.2
143.9
87.3
52.4
134.6
9,987.6
12,677.1
Fair value:
Short-term:
Separately-managed accounts (SMAs) (d) .........................................................
1,990.5
2,621.6
—
385.5
362.4
318.3
388.3
321.9
1,168.1
Long-term:
Vodafone - subject to re-use rights (e) ................................................................
Televisa Univision, Inc. (Televisa Univision) ....................................................
ITV plc (ITV) ......................................................................................................
EdgeConneX, Inc. (EdgeConneX) .....................................................................
SMAs (d) .............................................................................................................
Plume Design, Inc. (Plume) (f) ...........................................................................
Pax8, Inc. (Pax8) .................................................................................................
Lacework, Inc. (Lacework) ................................................................................
CANAL+ Polska S.A. (CANAL+ Polska) .........................................................
Lions Gate Entertainment Corp. (Lionsgate) .....................................................
Aviatrix Systems, Inc. (Aviatrix) .......................................................................
Other ....................................................................................................................
Total — fair value .............................................................................................
4,893.0
Total investments (g) ....................................................................................... $ 15,386.6 $ 17,570.1
Short-term investments ............................................................................................. $
2,621.6
Long-term investments ............................................................................................. $ 13,396.1 $ 14,948.5
_______________
99.0
242.8
66.1
100.3
94.2
76.4
55.5
361.9
78.2
337.7
1,990.5 $
5,399.0
233.0
285.6
246.2
168.4
183.8
69.6
36.7
50.0
50.0
48.1
50.0
35.9
25.0
4.9
6.0
9.8
5.2
11.5
5.6
3.2
17.0
2.8
3.3
(a)
(b)
Our ownership percentages are determined based on our legal ownership as of the most recent balance sheet date or are
estimated based on the number of shares we own and the most recent publicly-available information.
Our equity method investments are originally recorded at cost and are adjusted to recognize our share of net earnings or
losses of the affiliates as they occur rather than as dividend distributions are received, with our recognition of losses
generally limited to the extent of our investment in, and loans and commitments to, the investee. Accordingly, the
carrying values of our equity method investments may not equal the respective fair values. At December 31, 2023 and
2022, the aggregate carrying amounts of our equity method investments exceeded our proportionate share of the
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LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2023, 2022 and 2021
respective investee’s net assets by $1,234.7 million and $1,196.8 million, respectively, which primarily includes amounts
associated with the VodafoneZiggo JV Receivables, as defined below, and amounts we are owed under a long-term note
receivable from All3Media.
Amounts include certain notes receivable due from a subsidiary of the VodafoneZiggo JV to a subsidiary of Liberty
Global comprising (i) a euro-denominated note receivable with a principal amount of $774.5 million and $749.7 million
at December 31, 2023 and 2022, respectively, (the VodafoneZiggo JV Receivable I) and (ii) a euro-denominated note
receivable with a principal amount of $230.0 million and $222.7 million at December 31, 2023 and 2022, respectively,
(the VodafoneZiggo JV Receivable II and, together with the VodafoneZiggo JV Receivable I, the VodafoneZiggo JV
Receivables). The VodafoneZiggo JV Receivables bear interest at 5.55% and have a final maturity date of December 31,
2030. During 2023, interest accrued on the VodafoneZiggo JV Receivables was $55.3 million, all of which has been cash
settled.
Represents investments held under SMAs, which are maintained by investment managers acting as agents on our behalf.
We classify, measure and report these investments, the composition of which may change from time to time, based on
the underlying nature and characteristics of each security held under the SMAs. With the exception of our SMA in a
leveraged structured note, all of our investments held under SMAs were classified as available-for-sale debt securities as
of December 31, 2023. At December 31, 2023 and 2022, interest accrued on our debt securities, which is included in
other current assets on our consolidated balance sheets, was $34.6 million and $18.5 million, respectively.
During the first quarter of 2023, we acquired 1,335 million shares of Vodafone at an average purchase price of £0.9195
($1.1151 at the transaction date) per share. The aggregate purchase price of £1,227.6 million ($1,488.7 million at the
transaction date) was funded with $269.2 million of cash on hand, net of a $0.3 million collar premium, and the
remainder through a collar transaction (the Vodafone Collar Transaction). The Vodafone Collar Transaction includes a
collar on the full amount of our Vodafone shares (the Vodafone Collar) and a loan (the Vodafone Collar Loan)
collateralized by the Vodafone shares. Under the terms of the Vodafone Collar, the counterparty has the right to re-use
pledged Vodafone shares. At December 31, 2023, after consideration of the Vodafone Collar Transaction, the net fair
value of our investment in Vodafone is $115.5 million. For additional information regarding the Vodafone Collar
Transaction, including a description of the related re-use rights and the impact on the dividends we receive on our
Vodafone shares, see note 8.
Our investment in Plume includes warrants with a fair value of $61.3 million and $92.2 million at December 31, 2023
and 2022, respectively.
The purchase and sale of investments are presented on a gross basis in our consolidated statements of cash flows,
including amounts associated with SMAs.
(c)
(d)
(e)
(f)
(g)
II-68
LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2023, 2022 and 2021
Equity Method Investments
The following table sets forth the details of our share of results of affiliates, net:
2023
Year ended December 31,
2022
in millions
2021
VMO2 JV (a) ................................................................................................................. $ (1,723.1) $ (1,396.6) $
VodafoneZiggo JV (b) ...................................................................................................
nexfibre JV .....................................................................................................................
AtlasEdge JV ..................................................................................................................
Formula E .......................................................................................................................
Streamz B.V. (Streamz) (c) ...........................................................................................
All3Media ......................................................................................................................
Eltrona Interdiffusion S.A. (Eltrona) (d) ......................................................................
Other ...............................................................................................................................
(14.7)
Total .......................................................................................................................... $ (2,019.3) $ (1,267.8) $
(196.7)
(10.0)
(34.2)
(35.2)
(20.2)
(11.4)
(19.4)
(34.7)
(23.3)
(31.1)
(6.9)
241.2
25.2
4.0
—
(97.2)
(32.0)
—
(5.8)
(2.5)
(0.7)
(17.4)
(17.2)
(2.6)
(175.4)
_______________
(a)
(b)
(c)
(d)
Represents (i) our 50% share of the results of operations of the VMO2 JV and (ii) 100% of the share-based compensation
expense associated with Liberty Global awards granted to VMO2 JV employees who were formerly employees of
Liberty Global prior to the VMO2 JV formation, as these awards remain our responsibility. In addition, the 2023 and
2022 amounts include charges of $1.5 billion and $1.8 billion, respectively, representing our 50% share of the VMO2
JV’s goodwill impairments, as described below.
Represents (i) our 50% share of the results of operations of the VodafoneZiggo JV and (ii) 100% of the interest income
earned on the VodafoneZiggo JV Receivables.
The 2022 amount includes a charge of $31.7 million related to a decline in fair value below the cost basis of the
investment that was deemed other-than-temporary during the fourth quarter.
The 2022 amount includes a charge of $32.5 million related to a decline in fair value below the cost basis of the
investment that was deemed other-than-temporary during the fourth quarter.
VMO2 JV
On June 1, 2021, we completed the U.K. JV Transaction. Each of Liberty Global and Telefónica (each a “U.K. JV
Shareholder”) holds 50% of the issued share capital of the VMO2 JV. The U.K. JV Shareholders intend for the VMO2 JV to
be funded solely from its net cash flows from operations and third-party financing. We account for our 50% interest in the
VMO2 JV as an equity method investment and consider the VMO2 JV to be a related party. For additional information
regarding the U.K. JV Transaction, see note 6.
In connection with the formation of the VMO2 JV, the U.K. JV Shareholders entered into an agreement (the U.K. JV
Shareholders Agreement) that contains customary provisions for the governance of a 50:50 joint venture and provides Liberty
Global and Telefónica with joint control over decision making with respect to the VMO2 JV.
The U.K. JV Shareholders Agreement also provides (i) for a dividend distribution policy that requires the VMO2 JV to
distribute all unrestricted cash to the U.K. JV Shareholders on a pro rata basis (subject to the VMO2 JV maintaining a minimum
amount of cash and complying with the terms of its financing arrangements) and (ii) that the VMO2 JV will be managed with a
leverage ratio between 4.0 and 5.0 times EBITDA (as calculated pursuant to its existing financing arrangements), with the
VMO2 JV undertaking periodic recapitalizations and/or refinancings accordingly. During 2023 and 2022, we received
dividend distributions from the VMO2 JV aggregating $1,242.8 million and $932.5 million, respectively, of which
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LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2023, 2022 and 2021
$815.2 million and $477.9 million, respectively, were accounted for as a return of capital and $427.6 million and
$454.6 million, respectively, were accounted for as a return on capital for purposes of our consolidated statements of cash
flows. During 2021, we received a dividend distribution from the VMO2 JV of $214.8 million, which was accounted for as a
return on capital for purposes of our consolidated statement of cash flows.
Each U.K. JV Shareholder has the right to initiate an initial public offering (IPO) of the VMO2 JV after the third
anniversary of the closing, with the opportunity for the other U.K. JV Shareholder to sell shares in the IPO on a pro rata basis.
Subject to certain exceptions, the U.K. JV Shareholders Agreement prohibits transfers of interests in the VMO2 JV to third
parties until the fifth anniversary of the closing. After the fifth anniversary, each U.K. JV Shareholder will be able to initiate a
sale of all of its interest in the VMO2 JV to a third party and, under certain circumstances, initiate a sale of the entire VMO2
JV; subject, in each case, to a right of first offer in favor of the other U.K. JV Shareholder.
Pursuant to an agreement entered into in connection with the closing of the VMO2 JV and amended in December 2023 (the
U.K. JV Framework Agreement), Liberty Global provides certain services to the VMO2 JV on a transitional or ongoing basis
(collectively, the U.K. JV Services). Pursuant to the terms of the U.K. JV Framework Agreement, the ongoing services, as
amended, will be provided through 2029 depending on the type of service, while transitional services will be provided for a
period of no less than 12 months, after which both parties shall be entitled to terminate based on specified notice periods. The
U.K. JV Services provided by Liberty Global consist primarily of (i) technology and other services and (ii) capital-related
expenditures for assets that will be used by or will otherwise benefit the VMO2 JV. Liberty Global charges both fixed and
variable fees to the VMO2 JV for the U.K. JV Services it provides during the term of the U.K. JV Framework Agreement. We
recorded revenue related to the U.K. JV Services of $190.1 million, $251.2 million and $170.1 million during 2023, 2022 and
2021, respectively. At December 31, 2023 and 2022, $18.6 million and $37.0 million, respectively, was due from the VMO2
JV, primarily related to (a) the U.K. JV Services and (b) amounts incurred by Liberty Global for certain equipment and licenses
purchased on behalf of the VMO2 JV. The amounts due from the VMO2 JV, which are periodically cash settled, are included in
other current assets on our consolidated balance sheets.
In July 2022, the VMO2 JV entered into a new long-term performance incentive plan (the 2022 VMO2 LTIP) for certain
of its employees, dependent on the achievement of specific performance metrics over each of the three years in the period
beginning January 1, 2022 and ending on December 31, 2024. Payout may occur in March 2025 and will be settled in Liberty
Global Class A and/or Liberty Global Class C common shares and Telefónica ordinary shares, with the settlement split evenly
between the U.K. JV Shareholders. Subject to forfeitures, 66.7% of each participant’s payout will be earned on January 1, 2024
with the remainder earned on December 31, 2024. The 2022 VMO2 LTIP awards are liability classified due to the fact that the
final payout will be a fixed monetary amount settled in a variable number of shares. At December 31, 2023, the estimated fair
value of Liberty Global’s share of the final payout under the 2022 VMO2 LTIP was $17.4 million. As the VMO2 JV will
reimburse the U.K. JV Shareholders in cash for the value of each company’s 50% payout of the 2022 VMO2 LTIP awards, a
receivable from the VMO2 JV equal to the amount of the fair value of our share of the 2022 VMO2 LTIP liability is recorded
on our consolidated balance sheet.
During the fourth quarters of 2023 and 2022, the VMO2 JV recorded GAAP goodwill impairments of £2.3 billion
($2.9 billion at the applicable rate) and £3.1 billion ($3.6 billion at the applicable rate), respectively. The impairments recorded
primarily related to (i) a decline in projected cash flows resulting from the effects of the broader macroeconomic environment
in the U.K., (ii) increases in the weighted average cost of capital (discount rate) under a market participant view and (iii)
declines in comparable public company market valuations. Significant judgment was involved in these assessments, including
(a) market participant estimates of the discount rates and (b) current earnings multiples of comparable public companies. Our
50% share of the VMO2 JV’s goodwill impairment charges are reported in share of results of affiliates, net, in our consolidated
statements of operations.
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LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2023, 2022 and 2021
The summarized results of operations of the VMO2 JV are set forth below:
2023
Year ended December 31,
2022
in millions
2021 (a)
Revenue .................................................................................................................... $ 13,574.1 $ 12,857.2 $
Loss before income taxes .......................................................................................... $
(3,012.8) $
Net loss ..................................................................................................................... $
_______________
(3,438.6) $
(3,042.0) $
(3,728.8) $
8,522.9
(351.6)
(173.2)
(a)
Includes the operating results of the VMO2 JV for the period from June 1, 2021 through December 31, 2021.
The summarized financial position of the VMO2 JV is set forth below:
Current assets .................................................................................................................................... $
Long-term assets ...............................................................................................................................
45,753.3
Total assets ..................................................................................................................................... $ 48,039.4 $ 49,809.3
42,801.6
December 31,
2023
2022
in millions
5,237.8 $
4,056.0
Current liabilities ............................................................................................................................... $
9,465.8 $
8,349.7
Long-term liabilities ..........................................................................................................................
24,075.9
21,877.6
Owners’ equity ..................................................................................................................................
19,582.0
Total liabilities and owners’ equity ............................................................................................... $ 48,039.4 $ 49,809.3
14,497.7
VodafoneZiggo JV
Each of Liberty Global and Vodafone (each a “NL JV Shareholder”) holds 50% of the issued share capital of the
VodafoneZiggo JV. The NL JV Shareholders intend for the VodafoneZiggo JV to be funded primarily from its net cash flows
from operations and third-party financing. We account for our 50% interest in the VodafoneZiggo JV as an equity method
investment and consider the VodafoneZiggo JV to be a related party.
In connection with the formation of the VodafoneZiggo JV, the NL JV Shareholders entered into an agreement (the NL
Shareholders Agreement) that contains customary provisions for the governance of a 50:50 joint venture and provides Liberty
Global and Vodafone with joint control over decision making with respect to the VodafoneZiggo JV.
The NL Shareholders Agreement also provides (i) for a dividend distribution policy that requires the VodafoneZiggo JV to
distribute all unrestricted cash to the NL JV Shareholders every two months (subject to the VodafoneZiggo JV maintaining a
minimum amount of cash and complying with the terms of its financing arrangements) and (ii) that the VodafoneZiggo JV will
be managed with a leverage ratio of between 4.5 and 5.0 times EBITDA (as calculated pursuant to its existing financing
arrangements), with the VodafoneZiggo JV undertaking periodic recapitalizations and/or refinancings accordingly. During
2023, 2022 and 2021, we received dividend distributions from the VodafoneZiggo JV of $110.2 million, $266.6 million and
$311.7 million, respectively, which were accounted for as returns on capital for purposes of our consolidated statements of cash
flows.
Each NL JV Shareholder has the right to initiate an IPO of the VodafoneZiggo JV, with the opportunity for the other NL
JV Shareholder to sell shares in the IPO on a pro rata basis. As of January 1, 2021, each NL JV Shareholder has the right to
initiate a sale of all of its interest in the VodafoneZiggo JV to a third party and, under certain circumstances, initiate a sale of
the entire VodafoneZiggo JV, subject, in each case, to a right of first offer in favor of the other NL JV Shareholder.
II-71
LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2023, 2022 and 2021
Pursuant to an agreement (the NL JV Framework Agreement), Liberty Global provides certain services to the
VodafoneZiggo JV (collectively, the NL JV Services). The NL JV Services provided by Liberty Global consist primarily of (i)
technology and other services and (ii) capital-related expenditures for assets that will be used by, or will otherwise benefit, the
VodafoneZiggo JV. Liberty Global charges both fixed and usage-based fees to the VodafoneZiggo JV for the NL JV Services
provided during the term of the NL JV Framework Agreement. During 2023, 2022 and 2021, we recorded revenue from the
VodafoneZiggo JV of $191.9 million, $263.9 million and $222.0 million, respectively, primarily related to (a) the NL JV
Services and (b) the sale of customer premises equipment (CPE) to the VodafoneZiggo JV at a mark-up. At December 31, 2023
and 2022, $24.2 million and $35.0 million, respectively, was due from the VodafoneZiggo JV related to the aforementioned
transactions. The amounts due from the VodafoneZiggo JV, which are periodically cash settled, are included in other current
assets on our consolidated balance sheets.
The summarized results of operations of the VodafoneZiggo JV are set forth below:
2023
Year ended December 31,
2022
in millions
2021
Revenue ...................................................................................................................... $
Earnings (loss) before income taxes ........................................................................... $
Net earnings (loss) ...................................................................................................... $
4,450.5 $
4,284.6 $
4,824.2
(614.6) $
608.3 $
(90.8)
(510.0) $
394.7 $
(163.1)
The summarized financial position of the VodafoneZiggo JV is set forth below:
December 31,
2023
2022
in millions
Current assets .................................................................................................................................... $
Long-term assets ...............................................................................................................................
923.6 $
815.5
18,790.5
19,396.4
Total assets ................................................................................................................................... $
19,714.1 $
20,211.9
Current liabilities ............................................................................................................................... $
2,727.5 $
2,719.2
Long-term liabilities ..........................................................................................................................
14,795.2
Owners’ equity ..................................................................................................................................
2,191.4
14,652.3
2,840.4
Total liabilities and owners’ equity .............................................................................................. $
19,714.1 $
20,211.9
II-72
LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2023, 2022 and 2021
Fair Value Investments
The following table sets forth the details of our realized and unrealized gains (losses) due to changes in fair values of
certain investments, net:
2023
Year ended December 31,
2022
in millions
2021
Vodafone ...................................................................................................................... $
Lacework ......................................................................................................................
EdgeConneX ................................................................................................................
Plume ............................................................................................................................
ITV ...............................................................................................................................
Lionsgate ......................................................................................................................
SMAs ............................................................................................................................
Aviatrix .........................................................................................................................
Televisa Univision ........................................................................................................
Pax8 ..............................................................................................................................
Skillz Inc. (Skillz) (a) ...................................................................................................
TiBiT Communications, Inc. (TiBiT) (b) ....................................................................
Other, net (c) ................................................................................................................
(362.4) $
— $
(148.6)
(26.3)
122.3
43.4
(77.8)
(40.5)
32.9
(26.4)
(22.7)
(9.9)
1.3
—
—
(55.4)
(233.9)
(69.2)
(49.1)
—
23.1
79.3
26.4
(25.5)
(27.1)
—
223.9
28.9
219.5
15.3
33.9
(10.1)
65.4
301.6
—
—
42.6
(34.7)
(100.4)
Total ........................................................................................................................ $
(557.3) $
(323.5) $
820.6
_______________
(a) We completed the sale of our investment in Skillz during the first quarter of 2023.
(b)
Our investment in TiBiT was sold during the fourth quarter of 2022.
(c)
Amounts include gains of $8.0 million, $15.7 million and $12.9 million, in the respective periods shown, related to
investments that were sold during the year.
II-73
LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2023, 2022 and 2021
Debt Securities
The following tables set forth a summary of our debt securities at December 31, 2023 and 2022:
Amortized
cost basis
December 31, 2023
Accumulated
unrealized
gains
in millions
Fair value
Commercial paper ....................................................................................................... $
Government bonds ......................................................................................................
Certificates of deposit .................................................................................................
Corporate debt securities .............................................................................................
Structured note (a) .......................................................................................................
Other debt securities ....................................................................................................
1,066.5 $
(0.1) $
1,066.4
504.7
373.1
226.6
0.3
0.1
(0.1)
(a)
(a)
9.2
—
505.0
373.2
226.5
95.8
9.2
Total debt securities ............................................................................................... $
2,180.1 $
0.2 $
2,276.1
_______________
(a)
Amount represents an investment in a leveraged structured note issued by a third party investment bank, which is
accounted for at fair value and classified within Level 2 of the fair value hierarchy. For further information regarding our
fair value measurements, see note 9. The return on the leveraged structured note is based on changes in the fair value of a
proportionate amount of debt issued by various Liberty Global consolidated subsidiaries and affiliates (including the
VMO2 JV and the VodafoneZiggo JV). The proportionate amount of debt associated with the return on the leveraged
structured note may change from time to time as a result of open market purchases, privately negotiated transactions,
tender offers, exchange offers, redemptions or prepayments, in each case, completed by Liberty Global consolidated
subsidiaries and affiliates. While the structured note itself contains leverage, our at-risk investment is the estimated fair
value as reported. At December 31, 2023, the proportionate amount of debt issued by Liberty Global consolidated
subsidiaries and affiliates associated with the return on the leveraged structured note is summarized in the following
table:
Subsidiary:
Sunrise Holding ........................................................................................................................................
Telenet ......................................................................................................................................................
Affiliate:
VMO2 JV ..................................................................................................................................................
VodafoneZiggo JV ....................................................................................................................................
Total ........................................................................................................................................................
Proportion of
debt associated
with the return
on the leveraged
structured note
32.91 %
28.23 %
31.49 %
7.37 %
100.00 %
II-74
LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2023, 2022 and 2021
Amortized
cost basis
December 31, 2022
Accumulated
unrealized
losses
in millions
Fair value
Commercial paper ....................................................................................................... $
Government bonds ......................................................................................................
Certificates of deposit .................................................................................................
Corporate debt securities ............................................................................................
Other debt securities ...................................................................................................
881.1 $
2.1 $
697.0
520.5
405.3
355.0
(1.4)
(0.6)
(4.8)
0.4
883.2
695.6
519.9
400.5
355.4
Total debt securities ............................................................................................... $
2,858.9 $
(4.3) $
2,854.6
During 2023, 2022 and 2021, we received proceeds from the sale of debt securities of $6.9 billion, $9.1 billion and
$6.1 billion, respectively, the majority of which were reinvested in new debt securities held under SMAs. The sale of debt
securities during 2023, 2022 and 2021 resulted in realized net losses of $56.3 million, $6.9 million and $2.0 million,
respectively.
The fair values of our debt securities as of December 31, 2023 by contractual maturity are shown below (in millions):
Due in one year or less ............................................................................................................................................ $
Due in one to five years ...........................................................................................................................................
Due in five to ten years ............................................................................................................................................
1,990.5
284.7
0.9
Total (a) .............................................................................................................................................................. $
2,276.1
_______________
(a)
The weighted average life of our total debt securities was 0.6 years as of December 31, 2023.
Our investment portfolio is subject to various macroeconomic pressures and has experienced significant volatility, which
affects both our non-public and publicly-traded investments. Changes in the fair values of these investments, including changes
with respect to interest rates within our local jurisdictions, are likely to continue and could be significant.
II-75
LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2023, 2022 and 2021
(8) Derivative Instruments
In general, we enter into derivative instruments to protect against (i) increases in the interest rates on our variable-rate debt,
(ii) foreign currency movements, particularly with respect to borrowings that are denominated in a currency other than the
functional currency of the borrowing entity, and (iii) decreases in the market prices of certain publicly traded securities that we
own. In this regard, through our subsidiaries, we have entered into various derivative instruments to manage interest rate
exposure and foreign currency exposure, primarily with respect to the U.S. dollar ($), the euro (€), the British pound sterling (£)
and the Swiss franc (CHF). Generally, we do not apply hedge accounting to our derivative instruments. Accordingly, changes
in the fair values of most of our derivative instruments are recorded in realized and unrealized gains or losses on derivative
instruments, net, in our consolidated statements of operations.
The following table provides details of the fair values of our derivative instrument assets and liabilities:
December 31, 2023
December 31, 2022
Current
Long-term
Total
Current
Long-term
Total
in millions
Assets (a):
Cross-currency and interest rate derivative
contracts (b) ............................................. $
Equity-related derivative instruments (c) ....
Foreign currency forward and option
contracts ...................................................
Other ............................................................
515.6 $
427.5 $
943.1 $
381.4 $ 1,087.6 $ 1,469.0
—
2.3
0.2
310.7
310.7
0.6
—
2.9
0.2
—
1.0
0.3
—
—
—
—
1.0
0.3
Total ........................................................ $
518.1 $
738.8 $ 1,256.9 $
382.7 $ 1,087.6 $ 1,470.3
Liabilities (a):
Cross-currency and interest rate derivative
contracts (b) ............................................. $
Equity-related derivative instruments (c) ....
Foreign currency forward and option
contracts ...................................................
Total ........................................................ $
_______________
369.9 $
948.5 $ 1,318.4 $
286.5 $
449.0 $
735.5
47.4
9.5
—
4.5
47.4
14.0
—
10.3
—
1.3
—
11.6
426.8 $
953.0 $ 1,379.8 $
296.8 $
450.3 $
747.1
(a)
Our long-term derivative assets and long-term derivative liabilities are included in other assets, net, and other long-term
liabilities, respectively, on our consolidated balance sheets.
(b) We consider credit risk relating to our and our counterparties’ nonperformance in the fair value assessment of our
derivative instruments. In all cases, the adjustments take into account offsetting liability or asset positions within each of
our subsidiary borrowing groups (as defined and described in note 11). The changes in the credit risk valuation
adjustments associated with our cross-currency and interest rate derivative contracts resulted in net gains (losses) of
$36.9 million, ($16.6 million) and ($10.7 million) during 2023, 2022 and 2021, respectively. These amounts are included
in realized and unrealized gains (losses) on derivative instruments, net, in our consolidated statements of operations. For
further information regarding our fair value measurements, see note 9.
(c)
Our equity-related derivative instruments include the Vodafone Collar. The fair value of the Vodafone Collar does not
include credit risk valuation adjustments as we assume that any losses incurred by our company in the event of
nonperformance by the respective counterparty would be, subject to relevant insolvency laws, fully offset against
amounts we owe to such counterparty pursuant to the related secured borrowing arrangements.
II-76
LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2023, 2022 and 2021
The details of our realized and unrealized gains (losses) on derivative instruments, net, are as follows:
Year ended December 31,
2022
2021
2023
in millions
Cross-currency and interest rate derivative contracts ...................................................... $
Equity-related derivative instruments:
(785.4) $ 1,185.5 $
578.9
Vodafone Collar ..........................................................................................................
ITV Collar ...................................................................................................................
Total equity-related derivative instruments .............................................................
Foreign currency forward and option contracts ..............................................................
Other ................................................................................................................................
258.5
—
258.5
0.6
—
—
—
—
28.3
(0.7)
—
(11.8)
(11.8)
(31.8)
2.0
Total ............................................................................................................................ $
(526.3) $ 1,213.1 $
537.3
The net cash received or paid related to our derivative instruments is classified as an operating, investing or financing
activity in our consolidated statements of cash flows based on the objective of the derivative instrument and the classification of
the applicable underlying cash flows. The following table sets forth the classification of the net cash inflows of our derivative
instruments:
Operating activities .......................................................................................................... $
Investing activities ...........................................................................................................
Financing activities..........................................................................................................
Total ............................................................................................................................ $
333.4 $
66.2 $
Year ended December 31,
2022
2021
2023
in millions
390.9 $
75.3 $
(22.5)
2.1
40.9
(107.1)
(59.6)
(50.0)
143.6
14.0
Counterparty Credit Risk
We are exposed to the risk that the counterparties to the derivative instruments of our subsidiary borrowing groups will
default on their obligations to us. We manage these credit risks through the evaluation and monitoring of the creditworthiness
of, and concentration of risk with, the respective counterparties. In this regard, credit risk associated with our derivative
instruments is spread across a relatively broad counterparty base of banks and financial institutions, however notwithstanding,
given the size of our derivative portfolio, the default of certain counterparties could have a significant impact on our
consolidated statements of operations. Collateral is generally not posted by either party under our derivative instruments. At
December 31, 2023, our exposure to counterparty credit risk included derivative assets with an aggregate fair value of $232.9
million.
Each of our subsidiary borrowing groups have entered into derivative instruments under master agreements with each
counterparty that contain master netting arrangements that are applicable in the event of early termination by either party to
such derivative instrument. The master netting arrangements are limited to the derivative instruments governed by the relevant
master agreement within each individual borrowing group and are independent of similar arrangements of our other subsidiary
borrowing groups.
Under our derivative contracts, it is generally only the non-defaulting party that has a contractual option to exercise early
termination rights upon the default of the other counterparty and to set off other liabilities against sums due upon such
termination. However, in an insolvency of a derivative counterparty, under the laws of certain jurisdictions, the defaulting
counterparty or its insolvency representatives may be able to compel the termination of one or more derivative contracts and
trigger early termination payment liabilities payable by us, reflecting any mark-to-market value of the contracts for the
counterparty. Alternatively, or in addition, the insolvency laws of certain jurisdictions may require the mandatory set off of
II-77
LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2023, 2022 and 2021
amounts due under such derivative contracts against present and future liabilities owed to us under other contracts between us
and the relevant counterparty. Accordingly, it is possible that we may be subject to obligations to make payments, or may have
present or future liabilities owed to us partially or fully discharged by set off as a result of such obligations, in the event of the
insolvency of a derivative counterparty, even though it is the counterparty that is in default and not us. To the extent that we are
required to make such payments, our ability to do so will depend on our liquidity and capital resources at the time. In an
insolvency of a defaulting counterparty, we will be an unsecured creditor in respect of any amount owed to us by the defaulting
counterparty, except to the extent of the value of any collateral we have obtained from that counterparty.
In addition, where a counterparty is in financial difficulty, under the laws of certain jurisdictions, the relevant regulators
may be able to (i) compel the termination of one or more derivative instruments, determine the settlement amount and/or
compel, without any payment, the partial or full discharge of liabilities arising from such early termination that are payable by
the relevant counterparty, or (ii) transfer the derivative instruments to an alternative counterparty.
Details of our Derivative Instruments
Cross-currency Derivative Contracts
We generally match the denomination of our subsidiaries’ borrowings with the functional currency of the supporting
operations or, when it is more cost effective, we provide for an economic hedge against foreign currency exchange rate
movements by using derivative instruments to synthetically convert unmatched debt into the applicable underlying currency. At
December 31, 2023, substantially all of our debt was either directly or synthetically matched to the applicable functional
currencies of the underlying operations. The following table sets forth the total notional amounts and the related weighted
average remaining contractual lives of our cross-currency swap contracts at December 31, 2023:
Notional amount due
from counterparty
Notional amount due
to counterparty
Weighted average
remaining life
in millions
in years
Sunrise Holding ...................................................... $
$
€
250.0
€
4,275.0 CHF
1,952.6 CHF
Telenet .................................................................... $
€
3,940.0
45.2
€
$
_______________
220.6
3,912.7 (a)
2,176.5
3,489.6 (a)
50.0 (b)
1.8
4.7
3.2
3.1
1.1
(a)
(b)
Includes certain derivative instruments that are “forward-starting,” such that the initial exchange occurs at a date
subsequent to December 31, 2023. These instruments are typically entered into in order to extend existing hedges
without the need to amend existing contracts.
Includes certain derivative instruments that do not involve the exchange of notional amounts at the inception and
maturity of the instruments. Accordingly, the only cash flows associated with these derivative instruments are coupon-
related payments and receipts.
II-78
LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2023, 2022 and 2021
Interest Rate Swap Contracts
The following table sets forth the total U.S. dollar equivalents of the notional amounts and the related weighted average
remaining contractual lives of our interest rate swap contracts at December 31, 2023:
Pays fixed rate
Receives fixed rate
Notional
amount
in millions
Weighted
average
remaining life
in years
Notional
amount
in millions
Weighted
average
remaining life
in years
Sunrise Holding ....................................................... $
3,672.7 (a)
Telenet ..................................................................... $
2,513.3
Other (b) .................................................................. $
—
______________
(a)
Includes forward-starting derivative instruments.
2.6
4.0
—
$
$
$
3,383.6
298.7
26.2
2.6
1.1
1.7
(b)
Represents contracts associated with our investment in a leveraged structured note. For additional information, see note
7.
Basis Swaps
Our basis swaps involve the exchange of attributes used to calculate our floating interest rates, including (i) the benchmark
rate, (ii) the underlying currency and/or (iii) the borrowing period. We typically enter into these swaps to optimize our interest
rate profile based on our current evaluations of yield curves, our risk management policies and other factors. The following
table sets forth the total U.S. dollar equivalents of the notional amounts and related weighted average remaining contractual
lives of our basis swap contracts at December 31, 2023:
Notional amount
due from
counterparty
in millions
Weighted
average
remaining life
in years
Sunrise Holding .................................................................................................................. $
3,626.4
Telenet ................................................................................................................................. $
3,523.2
VM Ireland .......................................................................................................................... $
995.8
—
0.4
—
Interest Rate Caps, Floors and Collars
From time to time, we enter into interest rate cap, floor and collar agreements. Purchased interest rate caps and collars lock
in a maximum interest rate if variable rates rise, but also allow our company to benefit, to a limited extent in the case of collars,
from declines in market rates. Purchased interest rate floors protect us from interest rates falling below a certain level, generally
to match a floating rate floor on a debt instrument. At December 31, 2023, we had no interest rate collar agreements, and the
total U.S. dollar equivalents of the notional amounts of our purchased interest rate caps and floors were $1.3 billion and $6.0
billion, respectively.
II-79
LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2023, 2022 and 2021
Impact of Derivative Instruments on Borrowing Costs
The impact of the derivative instruments that mitigate our foreign currency and interest rate risk, as described above, on our
borrowing costs is as follows:
Decrease to
borrowing costs
at December 31,
2023 (a)
Sunrise Holding ...................................................................................................................................................
VM Ireland ..........................................................................................................................................................
Telenet .................................................................................................................................................................
Total decrease to borrowing costs ....................................................................................................................
(3.57) %
(3.51) %
(2.97) %
(3.31) %
_______________
(a)
Represents the effect of derivative instruments in effect at December 31, 2023 and does not include forward-starting
derivative instruments.
Foreign Currency Forwards and Options
Certain of our subsidiaries enter into foreign currency forward and option contracts with respect to non-functional currency
exposure, including hedges of the proceeds from the sale of UPC Poland. As of December 31, 2023, the total U.S. dollar
equivalent of the notional amounts of our foreign currency forward and option contracts was $820.6 million.
Equity-related Derivative Instruments
Vodafone Collar and Vodafone Collar Loan. As part of the Vodafone Collar Transaction, on February 11, 2023, we
entered into the Vodafone Collar with respect to all 1,335 million of our Vodafone shares. The Vodafone Collar is comprised of
(i) purchase put options that we can exercise and (ii) written call options exercisable by the counterparty. The Vodafone Collar
effectively hedges the value of our investment in Vodafone shares from potential losses due to market price decreases below the
put option price while retaining a portion of the gains from market price increases up to the call option price. For additional
information regarding our investment in Vodafone, see note 7.
The Vodafone Collar Transaction also provided us with the ability to effectively finance the purchase of the Vodafone
shares. In this regard, on February 11, 2023, we borrowed €1,143.6 million ($1,219.8 million at the transaction date) under the
Vodafone Collar Loan. At December 31, 2023, borrowings under the Vodafone Collar Loan were collateralized by our
Vodafone shares. The Vodafone Collar Loan has a face value of €1,258.0 million ($1,341.8 million at the transaction date) and
was issued at a discount of €114.4 million ($122.0 million at the transaction date) with a zero coupon rate and an average
implied yield of 295 basis points (2.95%). The Vodafone Collar Loan has settlement dates from July 2025 to December 2026,
contains no financial covenants and provides for customary representations and warranties, events of default and certain
adjustment and termination events. Under the terms of the Vodafone Collar, the counterparty has the right to re-use the pledged
Vodafone shares, but we have the right to recall the shares that are re-used by the counterparty subject to certain costs. In
addition, we will retain a portion of the dividends on the Vodafone shares, dependent on the value of the collar on the ex-
dividend date.
(9) Fair Value Measurements
We use the fair value method to account for (i) certain of our investments and (ii) our derivative instruments. The reported
fair values of these investments and derivative instruments as of December 31, 2023 are unlikely to represent the value that will
be paid or received upon the ultimate settlement or disposition of these assets and liabilities.
GAAP provides for a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into
three broad levels. Level 1 inputs are quoted market prices in active markets for identical assets or liabilities that the reporting
entity has the ability to access at the measurement date. Level 2 inputs are inputs other than quoted market prices included
II-80
LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2023, 2022 and 2021
within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 3 inputs are unobservable inputs
for the asset or liability. We record transfers of assets or liabilities into or out of Levels 1, 2 or 3 at the beginning of the quarter
during which the transfer occurred. During 2023, no material transfers were made.
All of our Level 2 inputs (interest rate futures, swap rates and certain of the inputs for our weighted average cost of capital
calculations) and certain of our Level 3 inputs (forecasted volatilities and credit spreads) are obtained from pricing services.
These inputs, or interpolations or extrapolations thereof, are used in our internal models to calculate, among other items, yield
curves, forward interest and currency rates and weighted average cost of capital rates. In the normal course of business, we
receive market value assessments from the counterparties to our derivative contracts. Although we compare these assessments
to our internal valuations and investigate unexpected differences, we do not otherwise rely on counterparty quotes to determine
the fair values of our derivative instruments. The midpoints of applicable bid and ask ranges generally are used as inputs for our
internal valuations.
For our investments in publicly-traded companies, the recurring fair value measurements are based on the quoted closing
price of the respective shares at each reporting date. Accordingly, the valuations of these investments fall under Level 1 of the
fair value hierarchy. Our other investments that we account for at fair value are privately-held companies, and therefore, quoted
market prices are unavailable. For such investments, we generally apply a measurement alternative to record these investments
at cost less impairment, adjusted for observable price changes in orderly transactions. For those privately-held investments for
which we do not apply the measurement alternative, we apply a combination of an income approach (discounted cash flow
model based on forecasts) and a market approach (transactions with new third-party investors or market multiples of similar
businesses). With the exception of certain inputs for our weighted average cost of capital calculations that are derived from
pricing services, the inputs used to value these investments are based on unobservable inputs derived from our assumptions.
Therefore, the valuation of our privately-held investments falls under Level 3 of the fair value hierarchy. Any reasonably
foreseeable changes in assumed levels of unobservable inputs for the valuations of our Level 3 investments would not be
expected to have a material impact on our financial position or results of operations.
The recurring fair value measurements of our equity-related derivative instruments are based on standard option pricing
models, which require the input of observable and unobservable variables such as exchange-traded equity prices, risk-free
interest rates, dividend forecasts and forecasted volatilities of the underlying equity securities. The valuations of our equity-
related derivative instruments are based on a combination of Level 1 inputs (exchange-traded equity prices), Level 2 inputs
(interest rate futures and swap rates) and Level 3 inputs (forecasted volatilities). As changes in volatilities could have a
significant impact on the overall valuations over the terms of the derivative instruments, we have determined that these
valuations fall under Level 3 of the fair value hierarchy. For the December 31, 2023 valuation of the Vodafone Collar, we used
estimated volatilities based predominantly on market observations.
In order to manage our interest rate and foreign currency exchange risk, we have entered into various derivative
instruments, as further described in note 8. The recurring fair value measurements of these instruments are determined using
discounted cash flow models. Most of the inputs to these discounted cash flow models consist of, or are derived from,
observable Level 2 data for substantially the full term of these instruments. This observable data mostly includes currency rates,
interest rate futures and swap rates, which are retrieved or derived from available market data. Although we may extrapolate or
interpolate this data, we do not otherwise alter this data in performing our valuations. We classify deal-contingent hedges under
Level 3 of the fair value hierarchy, as we adjust the valuations to reflect an internal judgement of the probability of the
completion of the deal, which is unobservable. We use a Monte Carlo based approach to incorporate a credit risk valuation
adjustment in our fair value measurements to estimate the impact of both our own nonperformance risk and the nonperformance
risk of our counterparties. The inputs used for our credit risk valuations, including our and our counterparties’ credit spreads,
represent our most significant Level 3 inputs, and these inputs are used to derive the credit risk valuation adjustments with
respect to these instruments. As we would not expect these parameters to have a significant impact on the valuations of these
instruments, we have determined that these valuations fall under Level 2 of the fair value hierarchy. Our credit risk valuation
adjustments with respect to our cross-currency and interest rate swap contracts are quantified and further explained in note 8.
Fair value measurements are also used for nonrecurring valuations performed in connection with acquisition accounting
and impairment assessments. These nonrecurring valuations include the valuation of reporting units, customer relationships and
other intangible assets, property and equipment and the implied value of goodwill. The valuation of reporting units is based on
an income-based approach (discounted cash flows) based on assumptions in our long-range business plans or a market-based
approach (current multiples of comparable public companies and guideline transactions) and, in some cases, a combination of
II-81
LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2023, 2022 and 2021
an income-based approach and a market-based approach. With the exception of certain inputs for our weighted average cost of
capital and discount rate calculations that are derived from pricing services, the inputs used in our discounted cash flow
analyses, such as forecasts of future cash flows, including inputs with respect to revenue growth and Adjusted EBITDA margin
(as defined in note 19), and terminal growth rates, are based on our assumptions. The valuation of customer relationships is
primarily based on an excess earnings methodology, which is a form of a discounted cash flow analysis. The excess earnings
methodology requires us to estimate the specific cash flows expected from the customer relationship, considering such factors
as estimated customer life, the revenue expected to be generated over the life of the customer relationship, contributory asset
charges and other factors. Tangible assets are typically valued using a replacement or reproduction cost approach, considering
factors such as current prices of the same or similar equipment, the age of the equipment and economic obsolescence. The
implied value of goodwill is determined by allocating the fair value of a reporting unit to all of the assets and liabilities of that
unit as if the reporting unit had been acquired in a business combination, with the residual amount allocated to goodwill. Most
of our nonrecurring valuations use significant unobservable inputs and therefore fall under Level 3 of the fair value hierarchy.
During 2023, we performed a nonrecurring valuation in association with the Telenet Wyre Transaction. The tangible asset value
of the cable infrastructure contributed by Fluvius was based on the depreciated replacement cost method with a range of
estimated useful lives up to 19 years. During 2022, we did not perform any significant nonrecurring fair value measurements.
A summary of our assets and liabilities that are measured at fair value on a recurring basis is as follows:
Fair value measurements at
December 31, 2023 using:
Quoted prices
in active
markets for
identical assets
(Level 1)
Significant
other
observable
inputs
(Level 2)
in millions
Significant
unobservable
inputs
(Level 3)
December 31,
2023
Description
Assets:
Derivative instruments:
Cross-currency and interest rate derivative contracts ........... $
Equity-related derivative instruments ...................................
Foreign currency forward and option contracts ....................
Other .....................................................................................
Total derivative instruments ..............................................
943.1 $
310.7
2.9
0.2
1,256.9
Investments:
— $
943.1 $
—
2.9
0.2
—
310.7
—
—
946.2
310.7
—
—
—
—
SMAs ....................................................................................
Other investments .................................................................
Total investments ..............................................................
Total assets ..................................................................... $
2,276.1
3,122.9
5,399.0
6,655.9 $
483.7
1,792.4
1,559.7
2,043.4
2,043.4 $
0.1
1,792.5
2,738.7 $
—
1,563.1
1,563.1
1,873.8
Liabilities:
Derivative instruments:
Cross-currency and interest rate derivative contracts ........... $
Equity-related derivative instruments ...................................
Foreign currency forward and option contracts ....................
1,318.4 $
— $
1,318.4 $
47.4
14.0
—
—
—
14.0
Total liabilities ............................................................... $
1,379.8 $
— $
1,332.4 $
—
47.4
—
47.4
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LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2023, 2022 and 2021
Description
Assets:
Derivative instruments:
December 31,
2022
Fair value measurements at
December 31, 2022 using:
Significant
other
observable
inputs
(Level 2)
Quoted prices
in active
markets for
identical assets
(Level 1)
Significant
unobservable
inputs
(Level 3)
in millions
Cross-currency and interest rate derivative contracts ............. $
Foreign currency forward and option contracts ......................
Other .......................................................................................
Total derivative instruments ...............................................
Investments:
SMAs .......................................................................................
Other investments ....................................................................
Total investments ................................................................
1,469.0 $
— $
1,469.0 $
1.0
0.3
1,470.3
2,854.6
2,038.4
4,893.0
—
—
—
943.2
399.3
1,342.5
1.0
0.3
1,470.3
1,911.4
0.1
1,911.5
—
—
—
—
—
1,639.0
1,639.0
Total assets ...................................................................... $
6,363.3 $
1,342.5 $
3,381.8 $
1,639.0
Liabilities:
Derivative instruments:
Cross-currency and interest rate derivative contracts ............. $
Foreign currency forward and option contracts ......................
735.5 $
— $
735.5 $
11.6
—
11.6
Total liabilities ................................................................. $
747.1 $
— $
747.1 $
—
—
—
A reconciliation of the beginning and ending balances of our assets and liabilities measured at fair value on a recurring
basis using significant unobservable, or Level 3, inputs is as follows:
Investments
Equity-
related
derivative
instruments
in millions
Total
Balance of net assets at January 1, 2023 .................................................................... $
1,639.0 $
— $
1,639.0
Gains (losses) included in earnings from continuing operations (a):
Realized and unrealized gains on derivative instruments, net ...............................
Realized and unrealized losses due to changes in fair values of certain
investments, net .................................................................................................
Additions ..................................................................................................................
Dispositions ..............................................................................................................
Foreign currency translation adjustments and other, net .........................................
—
258.5
258.5
(160.6)
74.1
(20.7)
31.3
—
—
—
4.8
(160.6)
74.1
(20.7)
36.1
Balance of net assets at December 31, 2023 (b) ......................................................... $
1,563.1 $
263.3 $
1,826.4
_______________
(a)
(b)
Amounts primarily relate to assets and liabilities that we continue to carry on our consolidated balance sheet as of
December 31, 2023.
As of December 31, 2023, $361.8 million of our Level 3 investments were accounted for under the measurement
alternative at cost less impairment, adjusted for observable price changes.
II-83
LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2023, 2022 and 2021
(10) Long-lived Assets
Property and Equipment, Net
The details of our property and equipment and the related accumulated depreciation are set forth below:
Estimated
useful life at
December 31, 2023
December 31,
2023
2022
in millions
3 to 30 years
$
10,638.0 $
9,134.3
Distribution systems .......................................................................................
Support equipment, buildings and land ..........................................................
Customer premises equipment .......................................................................
3 to 33 years
4 to 7 years
Total property and equipment, gross .........................................................................................
Accumulated depreciation ..............................................................................................................
4,116.0
1,354.7
4,067.2
1,338.1
16,108.7
14,539.6
(8,748.5)
(8,035.1)
Total property and equipment, net .......................................................................................... $
7,360.2 $
6,504.5
Depreciation expense related to our property and equipment was $1,856.9 million, $1,727.7 million and $1,883.2 million
during 2023, 2022 and 2021, respectively.
During 2023, 2022 and 2021, we recorded non-cash increases to our property and equipment related to vendor financing
arrangements (including amounts related to the U.K. JV Entities through the closing of the U.K. JV Transaction) of $178.4
million, $182.8 million and $661.1 million, respectively, which exclude related VAT of $18.4 million, $21.2 million and $84.7
million, respectively, that were also financed under these arrangements.
Goodwill
Changes in the carrying amount of our goodwill during 2023 are set forth below:
January 1,
2023
Acquisitions
and related
adjustments
Foreign
currency
translation
adjustments
and other
December 31,
2023
in millions
Sunrise .......................................................................................... $
Telenet ..........................................................................................
VM Ireland ...................................................................................
Central and Other .........................................................................
6,515.1 $
2,480.2
11.7 $
555.1
641.9 $
(58.4)
259.5
61.3
—
—
8.6
2.0
7,168.7
2,976.9
268.1
63.3
Total ........................................................................................ $
9,316.1 $
566.8 $
594.1 $
10,477.0
If, among other factors, the adverse impacts of economic, competitive, regulatory or other factors were to cause our results
of operations or cash flows to be worse than anticipated, we could conclude in future periods that impairment charges are
required in order to reduce the carrying values of our goodwill and, to a lesser extent, other long-lived assets. Any such
impairment charges could be significant.
II-84
LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2023, 2022 and 2021
Changes in the carrying amount of our goodwill during 2022 are set forth below:
January 1,
2022
Acquisitions
and related
adjustments
Foreign
currency
translation
adjustments
and other
December 31,
2022
in millions
Sunrise ........................................................................................... $
Telenet ...........................................................................................
VM Ireland .....................................................................................
Central and Other ...........................................................................
6,590.5 $
— $
(75.4) $
6,515.1
2,591.8
275.9
65.2
39.0
—
—
(150.6)
2,480.2
(16.4)
(3.9)
259.5
61.3
Total ......................................................................................... $
9,523.4 $
39.0 $
(246.3) $
9,316.1
Intangible Assets Subject to Amortization, Net
The details of our intangible assets subject to amortization are set forth below:
Estimated
useful life at
December 31,
2023
December 31, 2023
December 31, 2022
Gross
carrying
amount
Accumulated
amortization
Net
carrying
amount
Gross
carrying
amount
in millions
Accumulated
amortization
Net
carrying
amount
Customer relationships ...... 5 to 11 years
Other .................................. 2 to 20 years
$ 2,489.5 $
(1,370.8) $ 1,118.7 $ 2,289.9 $
(932.2) $ 1,357.7
1,538.3
(603.4)
934.9
1,467.2
(482.5)
984.7
Total ........................................................ $ 4,027.8 $
(1,974.2) $ 2,053.6 $ 3,757.1 $
(1,414.7) $ 2,342.4
During the third quarter of 2022, Telenet acquired certain mobile spectrum licenses. In connection with this transaction, we
recorded a non-cash increase of $384.1 million to our intangible assets subject to amortization.
Amortization expense related to intangible assets with finite useful lives was $458.3 million, $443.7 million and $470.5
million during 2023, 2022 and 2021, respectively. Based on our amortizable intangible asset balance at December 31, 2023, we
expect that amortization expense will be as follows for the next five years and thereafter (in millions):
2024 .......................................................................................................................................................................... $
2025 ..........................................................................................................................................................................
2026 ..........................................................................................................................................................................
2027 ..........................................................................................................................................................................
2028 ..........................................................................................................................................................................
Thereafter .................................................................................................................................................................
Total .................................................................................................................................................................... $
488.5
482.7
416.9
94.3
90.4
480.8
2,053.6
II-85
LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2023, 2022 and 2021
(11) Debt
The U.S. dollar equivalents of the components of our debt are as follows:
December 31, 2023
Weighted
average
interest
rate (a)
Unused borrowing
capacity (b)
Borrowing
currency
U.S. $
equivalent
Principal amount
December 31,
2023
2022
in millions
Sunrise Holding Bank Facility (c) ...................................
Sunrise Holding SPE Notes .............................................
Sunrise Holding Senior Notes .........................................
Telenet Credit Facility (d) ...............................................
Telenet Senior Secured Notes ..........................................
VM Ireland Credit Facility (e) .........................................
Vodafone Collar Loan (f) ................................................
Vendor financing (g) .......................................................
Other (h) ..........................................................................
Total debt before deferred financing costs, discounts
and premiums (i) ......................................................
7.72 % €
725.0 $
802.2 $ 3,626.4 $ 3,587.7
4.56 %
4.76 %
6.96 % €
4.75 %
7.35 % €
2.95 %
4.91 %
6.22 %
—
—
645.0
—
100.0
—
—
—
—
—
713.7
—
110.6
—
—
—
1,664.9
826.1
4,507.9
1,597.6
995.8
1,391.9
768.7
478.3
1,651.6
814.2
3,483.9
1,578.4
963.9
—
704.7
585.8
6.10 %
$ 1,626.5 $ 15,857.6 $ 13,370.2
The following table provides a reconciliation of total debt before deferred financing costs, discounts and premiums to total
debt and finance lease obligations:
December 31,
2023
2022
in millions
Total debt before deferred financing costs, discounts and premiums ............................................... $ 15,857.6 $ 13,370.2
(43.1)
Deferred financing costs, discounts and premiums, net ....................................................................
Total carrying amount of debt ......................................................................................................
Finance lease obligations (note 12) ...................................................................................................
Total debt and finance lease obligations ....................................................................................
Current portion of debt and finance lease obligations .......................................................................
Long-term debt and finance lease obligations ................................................................................... $ 14,959.1 $ 12,963.5
436.1
13,763.2
(799.7)
58.0
15,765.9
(149.7)
(806.8)
15,707.9
13,327.1
_______________
(a)
Represents the weighted average interest rate in effect at December 31, 2023 for all borrowings outstanding pursuant to
each debt instrument, including any applicable margin. The interest rates presented represent stated rates and do not
include the impact of derivative instruments, deferred financing costs, original issue premiums or discounts and
commitment fees, all of which affect our overall cost of borrowing. Including the effects of derivative instruments,
original issue premiums or discounts and commitment fees, but excluding the impact of deferred financing costs and
certain other obligations that we assumed in connection with certain acquisitions, the weighted average interest rate on
our aggregate variable- and fixed-rate indebtedness was 3.45% at December 31, 2023. The weighted average interest rate
calculation includes principal amounts outstanding associated with all of our secured and unsecured borrowings. For
information regarding our derivative instruments, see note 8.
(b)
Unused borrowing capacity represents the maximum availability under the applicable facility at December 31, 2023
without regard to covenant compliance calculations or other conditions precedent to borrowing. The following table
II-86
LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2023, 2022 and 2021
provides our borrowing availability and amounts available to loan or distribute in accordance with the terms of the
respective subsidiary facilities, (i) at December 31, 2023 and (ii) upon completion of the relevant December 31, 2023
compliance reporting requirements. These amounts do not consider any actual or potential changes to our borrowing
levels or any amounts loaned or distributed subsequent to December 31, 2023, or the full impact of additional amounts
that may be available to borrow, loan or distribute under certain defined baskets within each respective facility.
Availability
December 31, 2023
Upon completion of the relevant
December 31, 2023 compliance
reporting requirements
Borrowing
currency
U.S. $
equivalent
Borrowing
currency
U.S. $
equivalent
in millions
Available to borrow:
Sunrise Holding Bank Facility ..................................... €
Telenet Credit Facility ................................................. €
VM Ireland Credit Facility .......................................... €
725.0 $
645.0 $
100.0 $
802.2 €
713.7 €
110.6 €
725.0 $
645.0 $
100.0 $
Available to loan or distribute:
Sunrise Holding Bank Facility ..................................... €
Telenet Credit Facility ................................................. €
VM Ireland Credit Facility .......................................... €
725.0 $
645.0 $
100.0 $
802.2 €
713.7 €
110.6 €
725.0 $
645.0 $
100.0 $
802.2
713.7
110.6
802.2
713.7
110.6
(c)
(d)
Unused borrowing capacity under the Sunrise Holding Bank Facility relates to an equivalent €725.0 million ($802.2
million) under the Sunrise Holding Revolving Facility, comprising (i) €660.0 million ($730.3 million) under Sunrise
Holding Revolving Facility B (as defined below) and (ii) €65.0 million ($71.9 million) under Sunrise Holding Revolving
Facility A (as defined below). The Sunrise Holding Revolving Facility provides for maximum borrowing capacity of
€748.0 million ($827.6 million), including €23.0 million ($25.4 million) under the related ancillary facility. With the
exception of €23.0 million of borrowings under the ancillary facility, the Sunrise Holding Revolving Facility was
undrawn at December 31, 2023. During 2023, the Sunrise Holding Bank Facility was amended to replace LIBOR with
the Term Secured Overnight Financing Rate (Term SOFR) as the reference rate for U.S. dollar-denominated loans. In
addition, the Sunrise Holding Revolving Facility was amended to provide for an additional €11.6 million ($12.8 million)
of borrowing capacity and was split into two revolving facilities. Sunrise Holding Revolving Facility A has a maximum
borrowing capacity of €88.0 million ($97.3 million), including €23.0 million under the ancillary facility, and a final
maturity date of May 31, 2026 and Sunrise Holding Revolving Facility B has a maximum borrowing capacity of
€660.0 million and a final maturity date of September 30, 2029. All other terms from the previously existing Sunrise
Holding Revolving Facility continue to apply to the new revolving facilities.
Unused borrowing capacity under the Telenet Credit Facility comprises (i) €570.0 million ($630.7 million) under Telenet
Revolving Facility B (as defined below), (ii) €30.0 million ($33.2 million) under Telenet Revolving Facility A (as
defined below), (iii) €25.0 million ($27.7 million) under the Telenet Overdraft Facility and (iv) €20.0 million ($22.1
million) under the Telenet Revolving Facility, each of which were undrawn at December 31, 2023. During 2023, the
Telenet Credit Facility was amended to replace LIBOR with Term SOFR as the reference rate for U.S. dollar-
denominated loans. In addition, Telenet Revolving Facility I was amended to provide for an additional €90.0 million
($99.6 million) of borrowing capacity and was split into two revolving facilities. Telenet Revolving Facility A has a
maximum borrowing capacity of €30.0 million and a final maturity date of May 31, 2026 and Telenet Revolving Facility
B has a maximum borrowing capacity of €570.0 million and a final maturity date of May 31, 2029. All other terms from
the previously existing Telenet Revolving Facility I continue to apply to the new revolving facilities.
(e)
Unused borrowing capacity under the VM Ireland Credit Facility relates to €100.0 million ($110.6 million) under the
VM Ireland Revolving Facility, which was undrawn at December 31, 2023.
II-87
LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2023, 2022 and 2021
(f)
For information regarding the Vodafone Collar Loan, see notes 7 and 8.
(g)
(h)
(i)
Represents amounts owed to various creditors pursuant to interest-bearing vendor financing arrangements that are used
to finance certain of our property and equipment additions and operating expenses. These arrangements extend our
repayment terms beyond a vendor’s original due dates (e.g., extension beyond a vendor’s customary payment terms,
which are generally 90 days or less) and as such are classified outside of accounts payable as debt on our consolidated
balance sheets. These obligations are generally due within one year and include VAT that was also financed under these
arrangements. For purposes of our consolidated statements of cash flows, operating-related expenses financed by an
intermediary are treated as constructive operating cash outflows and constructive financing cash inflows when the
intermediary settles the liability with the vendor as there is no actual cash outflow until we pay the financing
intermediary. During 2023 and 2022, the constructive cash outflow included in cash flows from operating activities and
the corresponding constructive cash inflow included in cash flows from financing activities related to these operating
expenses were $648.5 million and $522.7 million, respectively. Repayments of vendor financing obligations at the time
we pay the financing intermediary are included in repayments and repurchases of debt and finance lease obligations in
our consolidated statements of cash flows.
Amounts include $430.8 million and $428.1 million at December 31, 2023 and 2022, respectively, of liabilities related to
Telenet’s acquisition of mobile spectrum licenses. Telenet will make annual payments for the license fees over the terms
of the respective licenses. For additional information regarding Telenet’s acquisition of mobile spectrum licenses, see
note 10.
As of December 31, 2023 and 2022, our debt had an estimated fair value of $15.5 billion and $12.6 billion, respectively.
The estimated fair values of our debt instruments are generally determined using the average of applicable bid and ask
prices (mostly Level 1 of the fair value hierarchy). For additional information regarding fair value hierarchies, see note 9.
General Information
At December 31, 2023, most of our outstanding debt had been incurred by one of our three subsidiary “borrowing groups.”
References to these borrowing groups, which comprise Sunrise Holding, Telenet and VM Ireland, include their respective
restricted parent and subsidiary entities.
Credit Facilities. Each of our borrowing groups has entered into one or more credit facility agreements with certain
financial and other institutions. Certain of our credit facilities provide for adjustments to our borrowing rates based on the
achievement, or otherwise, of certain sustainability-linked metrics. Each of these credit facilities contain certain covenants, the
more notable of which are as follows:
•
•
•
•
Our credit facilities contain certain consolidated net leverage ratios, as specified in the relevant credit facility, which
are required to be complied with (i) on an incurrence basis and/or (ii) when the associated revolving credit facilities
have been drawn beyond a specified percentage of the total available revolving credit commitments on a maintenance
basis;
Subject to certain customary and agreed exceptions, our credit facilities contain certain restrictions which, among other
things, restrict the ability of the members of the relevant borrowing group to (i) incur or guarantee certain financial
indebtedness, (ii) make certain disposals and acquisitions, (iii) create certain security interests over their assets and (iv)
make certain restricted payments to their direct and/or indirect parent companies (and indirectly to Liberty Global)
through dividends, loans or other distributions;
Our credit facilities require that certain members of the relevant borrowing group guarantee the payment of all sums
payable under the relevant credit facility and such group members are required to grant first-ranking security over their
shares and, in certain borrowing groups, over substantially all of their assets to secure the payment of all sums payable
thereunder;
In addition to certain mandatory prepayment events, our credit facilities provide that the instructing group of lenders
under the relevant credit facility, under certain circumstances, may cancel the group’s commitments thereunder and
II-88
LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2023, 2022 and 2021
declare the loan(s) thereunder due and payable after the applicable notice period following the occurrence of a change
of control (as specified in the relevant credit facility);
•
•
•
Our credit facilities contain certain customary events of default, the occurrence of which, subject to certain exceptions,
materiality qualifications and cure rights, would allow the instructing group of lenders to (i) cancel the total
commitments, (ii) declare that all or part of the loans be payable on demand and/or (iii) accelerate all outstanding loans
and terminate their commitments thereunder;
Our credit facilities require members of the relevant borrowing group to observe certain affirmative and negative
undertakings and covenants, which are subject to certain materiality qualifications and other customary and agreed
exceptions; and
In addition to customary default provisions, our credit facilities generally include certain cross-default or cross-
acceleration provisions with respect to other indebtedness of members of the relevant borrowing group, subject to
agreed minimum thresholds and other customary and agreed exceptions.
Senior and Senior Secured Notes. Certain of our borrowing groups have issued senior and/or senior secured notes. In
general, our senior and senior secured notes (i) are senior obligations of each respective issuer within the relevant borrowing
group that rank equally with all of the existing and future senior debt of such issuer and are senior to all existing and future
subordinated debt of such issuer within the relevant borrowing group, (ii) contain, in most instances, certain guarantees from
other members of the relevant borrowing group (as specified in the applicable indenture) and (iii) with respect to our senior
secured notes, are secured by certain pledges or liens over the shares of certain members of the relevant borrowing group and,
in certain borrowing groups, over substantially all of their assets. In addition, the indentures governing our senior and senior
secured notes contain certain covenants, the more notable of which are as follows:
•
•
•
•
•
Our notes contain certain customary incurrence-based covenants. In addition, our notes provide that any failure to pay
principal at its stated maturity (after giving effect to any applicable grace period) of, or any acceleration with respect
to, other indebtedness of the issuer or certain subsidiaries over agreed minimum thresholds (as specified under the
applicable indenture) is an event of default under the respective notes;
Subject to certain customary and agreed exceptions, our notes contain certain restrictions that, among other things,
restrict the ability of the members of the relevant borrowing group to (i) incur or guarantee certain financial
indebtedness, (ii) make certain disposals and acquisitions, (iii) create certain security interests over their assets and (iv)
make certain restricted payments to its direct and/or indirect parent companies (and indirectly to Liberty Global)
through dividends, loans or other distributions;
If the relevant issuer or certain of its subsidiaries (as specified in the applicable indenture) sell certain assets, such
issuer must, subject to certain customary and agreed exceptions, offer to repurchase the applicable notes at par, or if a
change of control (as specified in the applicable indenture) occurs, such issuer must offer to repurchase all of the
relevant notes at a redemption price of 101%;
Our senior secured notes contain certain early redemption provisions including the ability to, during each 12-month
period commencing on the issue date for such notes until the applicable call date, redeem up to 10% of the principal
amount of the notes at a redemption price equal to 103% of the principal amount of the notes to be redeemed plus
accrued and unpaid interest; and
Our notes are non-callable prior to their respective call date (as specified under the applicable indenture). At any time
prior to the applicable call date, we may redeem some or all of the applicable notes by paying a “make-whole”
premium, which is the present value of all remaining scheduled interest payments to the applicable call date using the
discount rate as of the redemption date plus a premium (as specified in the applicable indenture). On or after the
applicable call date, we may redeem some or all of these notes at various redemption prices plus accrued interest and
additional amounts (as specified in the applicable indenture), if any, to the applicable redemption date.
II-89
LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2023, 2022 and 2021
SPE Notes. From time to time, we create special purpose financing entities (SPEs), some of which are owned by the
relevant borrowing group and some of which are owned by third parties (Third-Party SPEs). These SPEs are created for the
primary purpose of facilitating the offering of senior secured notes, which we collectively refer to as “SPE Notes”.
The SPEs use the proceeds from the issuance of SPE Notes to fund term loan facilities under the credit facilities made
available to their respective borrowing group, each a “Funded Facility” and collectively the “Funded Facilities.” Each SPE is
dependent on payments from the relevant borrowing entity under the applicable Funded Facility in order to service its payment
obligations under each respective SPE Note. Each of the Funded Facility term loans creates a variable interest in the respective
Third-Party SPE for which the relevant borrowing entity is the primary beneficiary. Accordingly, such Third-Party SPEs are
consolidated by the relevant parent entities, including Liberty Global. As a result, the amounts outstanding under the Funded
Facilities of the SPEs owned by the relevant borrowing group and the Third-Party SPEs are eliminated in the consolidated
financial statements of the respective borrowing group and Liberty Global. At December 31, 2023, we had outstanding SPE
Notes issued by a Third-Party SPE consolidated by Sunrise Holding (the Sunrise Holding SPE).
Pursuant to the respective indentures for the SPE Notes (the SPE Indentures) and the respective accession agreements for
the Funded Facilities, the call provisions, maturity dates and applicable interest rates for each Funded Facility are the same as
those of the related SPE Notes. The SPEs, as lenders under the relevant Funded Facility for the relevant borrowing group, are
treated the same as the other lenders under the respective credit facility, with benefits, rights and protections similar to those
afforded to the other lenders. Through the covenants in the applicable SPE Indentures and the applicable security interests
over the relevant SPE’s rights under the applicable Funded Facility granted to secure the relevant SPE’s obligations under the
relevant SPE Notes, the holders of the SPE Notes are provided indirectly with the benefits, rights, protections and covenants
granted to the SPEs as lenders under the applicable Funded Facility. The SPEs are prohibited from incurring any additional
indebtedness, subject to certain exceptions under the SPE Indentures.
The SPE Notes are non-callable prior to their respective call date (as specified under the applicable SPE Indenture). If,
however, at any time prior to the applicable call date, all or a portion of the loans under the related Funded Facility are
voluntarily prepaid (a SPE Early Redemption Event), then the SPE will be required to redeem an aggregate principal amount
of its respective SPE Notes equal to the aggregate principal amount of the loans prepaid under the relevant Funded Facility. In
general, the redemption price payable will equal 100% of the principal amount of the applicable SPE Notes to be redeemed and
a “make-whole” premium, which is the present value of all remaining scheduled interest payments to the applicable call date
using the discount rate as of the redemption date plus a premium (as specified in the applicable SPE Indenture).
Upon the occurrence of a SPE Early Redemption Event on or after the applicable call date, the SPE will redeem an
aggregate principal amount of its respective SPE Notes equal to the principal amount prepaid under the related Funded Facility
at a redemption price (expressed as a percentage of the principal amount) plus accrued and unpaid interest and additional
amounts (as specified in the applicable SPE Indenture), if any, to the applicable redemption date.
Financing Transactions
Below we provide summary descriptions of certain financing transactions completed during 2023, 2022 and 2021. A
portion of our financing transactions may include non-cash borrowings and repayments. During 2023, 2022 and 2021, non-cash
borrowings and repayments aggregated nil, nil and $2.9 billion, respectively.
Telenet - 2023 Financing Transactions
In November 2023, Telenet entered into a €890.0 million ($984.7 million) sustainability-linked term loan facility (Telenet
Facility AT1). Telenet Facility AT1 was issued at par, matures on November 10, 2028 and bears interest at a rate of EURIBOR
+ 3.0%, subject to a EURIBOR floor of 0.0%. The interest rate on Telenet Facility AT1 is subject to adjustment based on the
achievement or otherwise of certain Environmental, Social and Governance (ESG) metrics. The proceeds from Telenet Facility
AT1 were used to fund a dividend distribution to Liberty Global Belgium Holding B.V. (LGBH), an indirect wholly-owned
subsidiary of Liberty Global.
II-90
LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2023, 2022 and 2021
Other 2023 Financing Transactions
In connection with the Telenet Takeover Bid (as defined and described in note 14), LGBH entered into a €1.0 billion ($1.1
billion) term loan facility (LGBH Facility B). LGBH Facility B was issued at par, matures on July 25, 2026 and bears interest
at a rate of EURIBOR plus (i) 4.0% per annum through July 24, 2024, (ii) 4.5% per annum from July 25, 2024 through July 24,
2025 and (iii) 5.25% per annum from July 25, 2025 through maturity, in each case subject to a EURIBOR floor of 0.0%. Under
LGBH Facility B, LGBH drew (a) €745.0 million ($824.3 million) in July 2023 and (b) €67.5 million ($74.7 million) in
September 2023, the proceeds of which were used to fund the Offer (as defined and described in note 14).
In October 2023, LGBH drew an additional €77.5 million ($85.7 million) under LGBH Facility B, the proceeds of which
were used to further fund the Offer. The remaining €110.0 million ($121.7 million) of undrawn commitments under LGBH
Facility B were subsequently cancelled.
In November 2023, LGBH prepaid in full the €890.0 million outstanding principal amount under LGBH Facility B. In
connection with this transaction, LGBH recognized a loss on debt extinguishment of $1.4 million related to the write-off of
unamortized deferred financing costs and discounts.
Sunrise Holding - 2022 and 2021 Financing Transactions
During 2022 and 2021, Sunrise Holding completed a number of financing transactions that generally resulted in lower
interest rates and extended maturities. In connection with these transactions, Sunrise Holding recognized gains (losses) on debt
extinguishment of $2.8 million and ($90.6 million) during 2022 and 2021, respectively. The gain during 2022 is attributable to
the net effect of (i) a net gain associated with settlement discounts of $9.8 million, (ii) the write-off of $5.5 million of
unamortized deferred financing costs and discounts and (iii) the payment of $1.5 million of third-party costs. The loss during
2021 is attributable to (a) the write-off of $77.7 million of unamortized deferred financing costs and discounts and (b) the
payment of $12.9 million of redemption premiums.
Maturities of Debt
Maturities of our debt as of December 31, 2023 are presented below for the named entity and its subsidiaries, unless
otherwise noted, and represent U.S. dollar equivalents based on December 31, 2023 exchange rates.
Sunrise
Holding (a)
Telenet
VM
Ireland
in millions
Other (b)
Total
Year ending December 31:
2024 ................................................................................... $
2025 ...................................................................................
2026 ...................................................................................
2027 ...................................................................................
2028 ...................................................................................
Thereafter ..........................................................................
Total debt maturities (c) ..................................................
374.6 $
—
404.4 $
23.3
— $
—
15.6 $
329.6
794.6
352.9
—
—
1,152.3
4,965.1
6,492.0
23.4
23.7
4,931.0
1,555.3
6,961.1
—
—
—
995.8
995.8
1,063.5
1,086.9
—
—
—
23.7
6,083.3
7,516.2
1,408.7
15,857.6
Deferred financing costs, discounts and premiums, net .....
(21.5)
(28.9)
(5.3)
(94.0)
(149.7)
Total debt ...................................................................... $ 6,470.5 $ 6,932.2 $
990.5 $ 1,314.7 $ 15,707.9
Current portion ..................................................................... $
374.6 $
404.4 $
— $
15.6 $
794.6
Long-term portion ................................................................ $ 6,095.9 $ 6,527.8 $
990.5 $ 1,299.1 $ 14,913.3
_______________
(a)
Amounts include SPE Notes issued by the Sunrise Holding SPE which, as described above, is consolidated by Sunrise
Holding and Liberty Global.
II-91
LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2023, 2022 and 2021
(b)
Includes $1,391.9 million related to the Vodafone Collar Loan, which has settlement dates in 2025 and 2026 consistent
with the Vodafone Collar. We may elect to use cash or the collective value of the related shares and Vodafone Collar to
settle amounts under the Vodafone Collar Loan.
(c)
Amounts include vendor financing obligations of $768.7 million, as set forth below:
Year ending December 31:
2024 ....................................................................................... $
2025 .......................................................................................
Total vendor financing maturities ....................................... $
374.6 $
377.3 $
Current portion ......................................................................... $
374.6 $
377.3 $
Long-term portion .................................................................... $
— $
— $
Vendor Financing Obligations
Sunrise
Holding
Telenet
Other
Total
in millions
374.6 $
377.3 $
15.6 $
767.5
—
—
1.2
16.8 $
15.6 $
1.2 $
1.2
768.7
767.5
1.2
A reconciliation of the beginning and ending balances of our vendor financing obligations for the indicated periods is set
forth below:
2023
2022
in millions
Balance at January 1 ......................................................................................................................... $
Operating-related vendor financing additions ................................................................................
Capital-related vendor financing additions ....................................................................................
Principal payments on operating-related vendor financing ............................................................
Principal payments on capital-related vendor financing ................................................................
Foreign currency and other ............................................................................................................
704.7 $
648.5
178.4
(568.8)
(256.1)
62.0
Balance at December 31 ................................................................................................................... $
768.7 $
843.2
522.7
182.8
(616.1)
(210.1)
(17.8)
704.7
II-92
LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2023, 2022 and 2021
(12) Leases
General
We enter into operating and finance leases for network equipment, real estate, mobile site sharing and vehicles. We provide
residual value guarantees on certain of our vehicle leases.
Lease Balances
A summary of our ROU assets and lease liabilities is set forth below:
December 31,
2023
2022
in millions
ROU assets:
Finance leases (a) ........................................................................................................................... $
Operating leases (b) .......................................................................................................................
57.9 $
1,761.8
377.6
1,724.4
Total ROU assets ...................................................................................................................... $
1,819.7 $
2,102.0
Lease liabilities:
Finance leases (c) ........................................................................................................................... $
58.0 $
436.1
Operating leases (d) .......................................................................................................................
1,803.9
1,791.1
Total lease liabilities ................................................................................................................. $
1,861.9 $
2,227.2
_______________
(a)
(b)
(c)
(d)
Our finance lease ROU assets are included in property and equipment, net, on our consolidated balance sheets. At
December 31, 2023, the weighted average remaining lease term for finance leases was 10.8 years and the weighted
average discount rate was 4.9%. During 2023, 2022 and 2021, we recorded non-cash additions to our finance lease ROU
assets (including amounts related to the U.K. JV Entities through the June 1, 2021 closing of the U.K. JV Transaction) of
$20.9 million, $34.2 million and $42.6 million, respectively. The decrease in our finance lease ROU assets is primarily
related to the Telenet Wyre Transaction. For additional information, see note 5.
Our operating lease ROU assets are included in other assets, net, on our consolidated balance sheets. At December 31,
2023, the weighted average remaining lease term for operating leases was 12.2 years and the weighted average discount
rate was 5.8%. During 2023, 2022 and 2021, we recorded non-cash additions to our operating lease ROU assets
(including amounts related to the U.K. JV Entities through the June 1, 2021 closing of the U.K. JV Transaction) of $68.3
million, $678.6 million and $169.8 million, respectively. For additional information regarding the non-cash additions to
our operating lease ROU assets during 2022 related to the Telenet Tower Lease Agreement, see note 6.
The current and long-term portions of our finance lease liabilities are included within current portion of debt and finance
lease obligations and long-term debt and finance lease obligations, respectively, on our consolidated balance sheets. The
decrease in our finance lease liabilities is primarily related to the Telenet Wyre Transaction. For additional information,
see note 5.
The current portions of our operating lease liabilities are included within other accrued and current liabilities on our
consolidated balance sheets. For additional information regarding the increase in our operating lease liabilities during
2022 related to the Telenet Tower Lease Agreement, see note 6.
II-93
LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2023, 2022 and 2021
A summary of our aggregate lease expense is set forth below:
2023
Year ended December 31,
2022
in millions
2021
Finance lease expense:
Depreciation and amortization ................................................................................ $
Interest expense .......................................................................................................
Total finance lease expense ..................................................................................
Operating lease expense (a) .......................................................................................
Short-term lease expense (a) ......................................................................................
Variable lease expense (b) .........................................................................................
33.9 $
66.4 $
2.2
36.1
241.2
4.2
1.4
26.5
92.9
236.7
4.0
1.9
74.8
30.8
105.6
249.7
5.0
1.6
Total lease expense ............................................................................................ $
282.9 $
335.5 $
361.9
_______________
(a)
(b)
Our operating lease expense and short-term lease expense are included in programming and other direct costs of services,
other operating expenses, SG&A expenses and impairment, restructuring and other operating items, net, in our
consolidated statements of operations.
Variable lease expense represents payments made to a lessor during the lease term that vary because of a change in
circumstance that occurred after the lease commencement date. Variable lease payments are expensed as incurred and are
included in other operating expenses in our consolidated statements of operations.
A summary of our cash outflows from operating and finance leases is set forth below:
2023
Year ended December 31,
2022
in millions
2021
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash outflows from operating leases ...................................................... $
Operating cash outflows from finance leases (interest component) .......................
Financing cash outflows from finance leases (principal component) .....................
226.9 $
234.2 $
223.0
2.2
27.9
26.5
62.0
30.8
75.7
Total cash outflows from operating and finance leases ...................................... $
257.0 $
322.7 $
329.5
II-94
LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2023, 2022 and 2021
Maturities of our operating and finance lease liabilities as of December 31, 2023 are presented below. Amounts represent
U.S. dollar equivalents based on December 31, 2023 exchange rates:
Operating
leases
Finance
leases
in millions
Year ending December 31:
2024 ............................................................................................................................................. $
2025 .............................................................................................................................................
2026 .............................................................................................................................................
2027 .............................................................................................................................................
2028 .............................................................................................................................................
Thereafter ....................................................................................................................................
Total payments ..........................................................................................................................
Less: present value discount ..........................................................................................................
Present value of lease payments ............................................................................................ $
Current portion ............................................................................................................................... $
Long-term portion .......................................................................................................................... $
250.8 $
222.7
208.3
196.9
189.5
1,466.8
2,535.0
(731.1)
1,803.9 $
151.8 $
1,652.1 $
12.3
10.3
8.2
7.3
4.6
31.8
74.5
(16.5)
58.0
12.2
45.8
(13) Income Taxes
Liberty Global is a Bermuda exempted company limited by shares and is not considered to be a tax resident in any other
jurisdiction or country. At the present time, there is no Bermuda income or profits tax, withholding tax, capital gains tax, capital
transfer tax, estate duty or inheritance tax payable by Liberty Global. On December 27, 2023, Bermuda enacted the Corporate
Income Tax Act 2023 (the CIT Act) which provides for the taxation of the Bermuda constituent entities of certain large multi-
national groups beginning on or after January 1, 2025. We do not currently anticipate that the CIT Act will have a material
impact on our consolidated financial statements, although we will continue to monitor guidance as it is issued.
Our non-Bermuda subsidiaries are subject to tax in their respective jurisdictions. Our subsidiaries file income tax returns in
the U.S., the U.K. and a number of other European jurisdictions. The income taxes of Liberty Global and our subsidiaries are
presented on a separate return basis for each tax-paying entity or group.
The components of our earnings (loss) from continuing operations before income taxes are as follows:
2023
Year ended December 31,
2022
in millions
2021
(2,899.5) $
(516.2) $ 12,922.0
(805.4)
742.3
644.5
404.7
U.K. .............................................................................................................................. $
The Netherlands ...........................................................................................................
Belgium ........................................................................................................................
653.9
1,000.4
Switzerland ...................................................................................................................
Luxembourg .................................................................................................................
Ireland ...........................................................................................................................
U.S. ...............................................................................................................................
Intercompany activity with discontinued operations ....................................................
Other .............................................................................................................................
(446.7)
(195.6)
(16.6)
(4.7)
—
(9.6)
(470.5)
(308.3)
505.4
178.3
5.9
(15.6)
(5.8)
373.2
39.5
(3.7)
(54.2)
(16.9)
Earnings (loss) from continuing operations before income taxes ........................... $
(3,724.2) $
1,424.2 $ 14,000.8
II-95
LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2023, 2022 and 2021
Our income tax expense consists of:
Current
Deferred
in millions
Total
Year ended December 31, 2023:
Belgium .............................................................................................................. $
U.S. (a) ...............................................................................................................
Switzerland .........................................................................................................
Luxembourg .......................................................................................................
The Netherlands .................................................................................................
Ireland .................................................................................................................
U.K. ....................................................................................................................
Other ...................................................................................................................
(100.9) $
(64.9) $
(165.8)
(68.0)
(0.3)
—
(16.9)
3.6
(0.1)
(0.1)
(28.4)
78.9
44.3
0.2
2.5
0.5
—
(96.4)
78.6
44.3
(16.7)
6.1
0.4
(0.1)
Total income tax expense .............................................................................. $
(182.7) $
33.1 $
(149.6)
Year ended December 31, 2022:
U.S. (a) ............................................................................................................... $
Luxembourg .......................................................................................................
Switzerland .........................................................................................................
Belgium ..............................................................................................................
Ireland .................................................................................................................
The Netherlands .................................................................................................
U.K. ....................................................................................................................
Other ...................................................................................................................
(51.8) $
(133.0) $
(0.3)
(152.3)
0.6
(87.7)
(5.3)
(1.7)
(0.1)
(0.1)
87.2
17.1
10.5
(0.8)
0.8
(2.0)
(184.8)
(152.6)
87.8
(70.6)
5.2
(2.5)
0.7
(2.1)
Total income tax expense .............................................................................. $
(146.4) $
(172.5) $
(318.9)
Year ended December 31, 2021:
U.K. .................................................................................................................... $
Belgium ..............................................................................................................
U.S. (a) ...............................................................................................................
Switzerland .........................................................................................................
Luxembourg .......................................................................................................
The Netherlands .................................................................................................
Ireland .................................................................................................................
Other ...................................................................................................................
(0.4) $
(319.5) $
(319.9)
(96.3)
(47.9)
(7.2)
(0.4)
(2.6)
(0.7)
0.4
16.2
(25.8)
63.5
(49.5)
(1.3)
—
(1.8)
(80.1)
(73.7)
56.3
(49.9)
(3.9)
(0.7)
(1.4)
Total income tax expense .............................................................................. $
(155.1) $
(318.2) $
(473.3)
_______________
(a)
Includes federal and state income taxes. Our U.S. state income taxes were not material during any of the years presented.
II-96
LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2023, 2022 and 2021
Income tax expense attributable to our earnings (loss) from continuing operations before income taxes differs from the
amounts computed using the applicable income tax rates as a result of the following factors:
2023
Year ended December 31,
2022
in millions
2021
875.2 $
(270.6) $
(2,660.2)
Computed “expected” tax benefit (expense) (a) ......................................................... $
Basis and other differences in the treatment of items associated with investments
in subsidiaries and affiliates (b) ..............................................................................
Change in valuation allowances .................................................................................
Non-deductible or non-taxable foreign exchange results ...........................................
Non-deductible or non-taxable interest and other expenses .......................................
(406.9)
(275.1)
(198.7)
(138.4)
(68.4)
(39.0)
267.3
(89.6)
International rate differences (c) .................................................................................
(13.3)
(147.1)
Tax benefit associated with technologies innovation (d) ...........................................
Non-taxable gain on the U.K. JV Transaction ............................................................
Recognition of previously unrecognized tax benefits ................................................
Other, net ....................................................................................................................
6.5
—
—
1.1
22.1
—
—
6.4
84.0
(62.2)
218.0
(69.0)
(92.4)
25.8
2,066.0
20.5
(3.8)
Total income tax expense ........................................................................................ $
(149.6) $
(318.9) $
(473.3)
_______________
(a)
(b)
(c)
The statutory or “expected” tax rates are the U.K. rates of 23.5% for 2023 and 19.0% for 2022 and 2021. The 2023
statutory rate represents that blended rate in effect for the year ended December 31, 2023 based on the 19.0% statutory
rate that was in effect for the first quarter of 2023 and the 25.0% statutory rate that was in effect for the remainder of
2023. Although we are domiciled in Bermuda, we have used the U.K. statutory rate as management believes it is more
meaningful.
Amounts reflect the net impact of differences in the treatment of income and loss items between financial reporting and
tax accounting related to investments in subsidiaries and affiliates, including the effects of foreign earnings.
Amounts reflect adjustments (either a benefit or expense) to the “expected” tax benefit (expense) for statutory rates in
jurisdictions in which we operate outside of the U.K.
(d)
Amounts reflect the recognition of the innovation income tax deduction in Belgium.
The components of our net deferred tax liabilities are as follows:
December 31,
2023
2022
in millions
Deferred tax assets (a) ...................................................................................................................... $
Deferred tax liabilities (a) .................................................................................................................
Net deferred tax liabilities ............................................................................................................ $
83.6 $
233.8
(543.7)
(460.1) $
(533.8)
(300.0)
_______________
(a)
Our deferred tax assets and deferred tax liabilities are included within other assets, net, and other long-term liabilities,
respectively, on our consolidated balance sheets.
II-97
LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2023, 2022 and 2021
The tax effects of temporary differences that give rise to significant portions of our deferred tax assets and deferred tax
liabilities are presented below:
December 31,
2023
2022
in millions
Deferred tax assets:
Net operating loss and other carryforwards ..................................................................................... $
Investments ......................................................................................................................................
Lease liabilities ................................................................................................................................
Debt and interest ..............................................................................................................................
Property and equipment, net ............................................................................................................
Derivative instruments .....................................................................................................................
Share-based compensation ...............................................................................................................
Other future deductible amounts ......................................................................................................
Deferred tax assets ......................................................................................................................
Valuation allowance ........................................................................................................................
Deferred tax assets, net of valuation allowance ........................................................................
1,372.1 $
1,327.6
366.4
186.5
185.2
169.9
126.7
81.4
60.7
251.8
184.0
175.7
125.7
4.3
84.7
64.6
2,548.9
2,218.4
(1,899.6)
(1,586.5)
649.3
631.9
Deferred tax liabilities:
Intangible assets ...............................................................................................................................
Property and equipment, net ............................................................................................................
Debt and interest ..............................................................................................................................
ROU assets .......................................................................................................................................
Derivative instruments .....................................................................................................................
Other future taxable amounts ...........................................................................................................
Deferred tax liabilities .................................................................................................................
(272.9)
(272.2)
(266.4)
(177.2)
(70.8)
(49.9)
(1,109.4)
Net deferred tax liabilities ....................................................................................................... $
(460.1) $
(336.7)
(157.6)
(91.1)
(177.1)
(155.3)
(14.1)
(931.9)
(300.0)
Our deferred income tax valuation allowance increased $313.1 million in 2023. This increase reflects the net effect of (i)
net tax expense of $275.1 million, (ii) foreign currency translation adjustments and (iii) other individually insignificant items.
The significant components of our tax loss carryforwards and related tax assets at December 31, 2023 are as follows:
Tax loss
carryforward
Related
tax asset
Expiration
date
Country
The Netherlands ...................................................................................................... $
Belgium ...................................................................................................................
U.K. .........................................................................................................................
Luxembourg ............................................................................................................
Ireland .....................................................................................................................
Switzerland .............................................................................................................
Other .......................................................................................................................
in millions
2,599.3 $
1,145.5
767.7
441.1
387.1
295.5
9.9
670.6
286.4
191.9
119.9
48.7
51.1
3.5
Indefinite
Indefinite
Indefinite
Various
Indefinite
7 years
Various
Total .................................................................................................................... $
5,646.1 $
1,372.1
II-98
LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2023, 2022 and 2021
Our tax loss carryforwards within each jurisdiction combine all companies’ tax losses (both capital and ordinary losses) in
that jurisdiction, however, certain tax jurisdictions limit the ability to offset taxable income of a separate company or different
tax group with the tax losses associated with another separate company or group. Further, tax jurisdictions restrict the type of
taxable income that the above losses are able to offset. The majority of the tax losses shown in the above table are not expected
to be realized, including certain losses that are limited in use due to change in control or same business tests.
We have taxable outside basis differences on certain investments in non-U.S. subsidiaries. No additional income taxes have
been provided for any undistributed foreign earnings, or any additional outside basis difference inherent in these entities, as
these amounts continue to be reinvested in foreign operations. At December 31, 2023, we have not provided deferred tax
liabilities on an estimated $1.4 billion of cumulative temporary differences on the outside bases of our non-U.S. subsidiaries.
Through our subsidiaries, we maintain a presence in many countries. Many of these countries maintain highly complex tax
regimes that differ significantly from the system of income taxation used in the U.K. and the U.S. We have accounted for the
effect of these taxes based on what we believe is reasonably expected to apply to us and our subsidiaries based on tax laws
currently in effect and reasonable interpretations of these laws.
On August 16, 2022, the Inflation Reduction Act was signed into law in the U.S. Although this legislation does not
increase the U.S. corporate income tax rate, it includes, among other provisions, a new corporate alternative minimum tax
(CAMT) on “adjusted financial statement income” that is effective for tax years beginning after December 31, 2022. CAMT
did not have an impact on our consolidated financial statements for the year ended December 31, 2023; we will continue to
monitor additional guidance as it is issued to assess the impact to our tax position. We will disregard our CAMT status when
evaluating our deferred tax assets under the regular U.S. tax system.
In December 2021, the Organization for Economic Co-Operation and Development (OECD)/G20 Inclusive Framework on
Base Erosion and Profit Shifting (BEPS) released Model Global Anti-Base Erosion (GLoBE) rules under Pillar Two. These
rules provide for the taxation of certain large multinational corporations at a minimum rate of 15%, calculated on a
jurisdictional basis. Numerous countries in which we operate, including the U.K. and certain E.U. member states, have enacted
or are expected to enact legislation to implement many aspects of the Pillar Two rules beginning on January 1, 2024, with
certain remaining impacts to be effective from January 1, 2025. We do not currently anticipate that Pillar Two legislation will
have a material impact on our consolidated financial statements, but we will continue to monitor future legislation and any
additional guidance that is issued.
We and our subsidiaries file consolidated and standalone income tax returns in various jurisdictions. In the normal course
of business, our income tax filings are subject to review by various taxing authorities. In connection with such reviews, disputes
could arise with the taxing authorities over the interpretation or application of certain income tax rules related to our business in
that tax jurisdiction. Such disputes may result in future tax and interest and penalty assessments by these taxing authorities. The
ultimate resolution of tax contingencies will take place upon the earlier of (i) the settlement date with the applicable taxing
authorities in either cash or agreement of income tax positions or (ii) the date when the tax authorities are statutorily prohibited
from adjusting the company’s tax computations.
In general, tax returns filed by our company or our subsidiaries for years prior to 2016 are no longer subject to examination
by tax authorities. Certain of our subsidiaries are currently involved in income tax examinations in various jurisdictions in
which we operate, including Switzerland, Ireland and Luxembourg. While we do not expect adjustments from the foregoing
examinations to have a material impact on our consolidated financial position, results of operations or cash flows, no assurance
can be given that this will be the case given the amounts involved and the complex nature of the related issues.
II-99
LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2023, 2022 and 2021
The changes in our unrecognized tax benefits for the indicated periods are summarized below:
2023
2022
in millions
2021
Balance at January 1 .................................................................................................... $
Additions for tax positions of prior years .................................................................
Effects of business acquisitions ................................................................................
Reductions for tax positions of prior years ...............................................................
Settlements with tax authorities ................................................................................
Additions based on tax positions related to the current year ....................................
Foreign currency translation .....................................................................................
Lapse of statute of limitations ...................................................................................
Balance at December 31 .............................................................................................. $
435.2 $
447.1 $
602.5
8.5
6.9
(5.9)
(4.0)
2.2
1.5
—
—
—
12.9
—
(11.2)
(170.0)
—
1.7
(2.3)
(0.1)
—
14.3
(8.7)
(3.9)
444.4 $
435.2 $
447.1
No assurance can be given that any of these tax benefits will be recognized or realized.
As of December 31, 2023, 2022 and 2021, there were $347.0 million, $337.9 million, and $378.7 million, respectively, of
unrecognized tax benefits that would have a favorable impact on our effective income tax rate if ultimately recognized, after
considering amounts that we would expect to be offset by valuation allowances and other factors.
During 2024, it is reasonably possible that the resolution of ongoing tax controversies, as well as the expiration of statutes
of limitations and other items, could result in reductions to our unrecognized tax benefits related to tax positions taken as of
December 31, 2023. The amount of such reductions could range up to $345 million. No assurance can be given as to the nature
or impact of any changes in our unrecognized tax positions during 2024.
During 2023, 2022 and 2021, the income tax expense of our continuing operations included $59.6 million, $38.4 million
and $25.7 million, respectively, representing the net accrual of interest and penalties during the period. At December 31, 2023,
accrued interest and penalties associated with our uncertain tax benefits totaled $262.9 million.
On October 7, 2022, the U.S. Department of Justice filed suit against Liberty Global, Inc. (LGI), a wholly owned U.S.
subsidiary of Liberty Global, in the U.S. District Court of Colorado for unpaid federal income taxes and penalties for the 2018
tax year of approximately $284 million. This action by the U.S. Department of Justice is related to the November 2020
complaint filed by LGI in the District Court of Colorado seeking a refund of approximately $110 million of taxes, penalties and
interest associated with the application of certain temporary Treasury regulations issued in June 2019. In October 2023, the U.S.
District Court of Colorado entered judgement against LGI with respect to the refund claim and we appealed this decision to the
U.S. Court of Appeals for the Tenth Circuit (Court of Appeals) in December 2023. No amounts have been accrued by LGI
with respect to this matter. We will vigorously defend this matter and continue to actively pursue our claim for refund.
In January 2021, we petitioned the U.S. Tax Court with respect to unresolved issues related to our 2010 tax year for which
we had already recognized an accrued liability for an uncertain tax position. In November 2023, we received an unfavorable
decision which we will appeal to the Court of Appeals. In December 2023, we made a payment of the disputed tax in the
amount of $315.0 million, which reduced our accrued liability for uncertain tax benefits on our consolidated balance sheet but
has not been reflected in the uncertain tax benefit schedule above as the position is not yet settled. We will continue to
vigorously defend our position, however, due to the inherent uncertainty involved in the litigation process, there can be no
assurance that the Court of Appeals will rule in our favor.
II-100
LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2023, 2022 and 2021
(14) Equity
Capitalization
At December 31, 2023, our authorized share capital consisted of an aggregate nominal amount of $20.0 million, consisting
of any of the following: (i) common shares (Class A, B or C), each with a nominal value of $0.01 per share, (ii) preference
shares, with a nominal value to be determined by the board of directors, the issuance of one or more classes or series of which
may be authorized by the board of directors, and (iii) any other shares of one or more classes as may be determined by the
board of directors or by the shareholders of Liberty Global.
Under Liberty Global’s Articles of Association, effective July 1, 2015, holders of Liberty Global Class A common shares
are entitled to one vote for each such share held, and holders of Liberty Global Class B common shares are entitled to 10 votes
for each such share held, on all matters submitted to a vote of Liberty Global shareholders at any general meeting (annual or
special). Holders of Liberty Global Class C common shares are not entitled to any voting powers except as required by law.
At the option of the holder, each Liberty Global Class B common share is convertible into one Liberty Global Class A
common share. One Liberty Global Class A common share is reserved for issuance for each Liberty Global Class B common
share that is issued (12,988,658 shares issued as of December 31, 2023). Additionally, at December 31, 2023, we have reserved
the following common shares for the issuance of outstanding share-based incentive awards:
Class A
Class C
Options ............................................................................................................................................
SARs ................................................................................................................................................
RSUs ................................................................................................................................................
PSUs and PSARs .............................................................................................................................
622,177
2,704,383
20,430,440
47,534,716
2,446,678
5,382,896
3,682,808
7,155,287
Subject to any preferential rights of any outstanding class of our preference shares, the holders of our common shares are
entitled to dividends as may be declared from time to time by our board of directors from funds available therefore. Except with
respect to share distributions, whenever a dividend is paid in cash to the holder of one class of our common shares, we shall
also pay to the holders of the other classes of our common shares an equal per share dividend. There are currently no
contractual restrictions on our ability to pay dividends in cash or shares.
In the event of our liquidation, dissolution or winding up, after payment or provision for payment of our debts and
liabilities and subject to the prior payment in full of any preferential amounts to which our preference shareholders, if any, may
be entitled, the holders of our common shares will be entitled to receive their proportionate interests, expressed in liquidation
units, in any assets available for distribution to our common shares.
Share Repurchase Programs
Our board of directors has approved various share repurchase programs for our Liberty Global common shares. Under our
repurchase programs, we may acquire from time to time our Class A common shares, Class C common shares or any
combination of Class A and Class C common shares. Our repurchase programs may be effected through open market
transactions and/or privately negotiated transactions, which may include derivative transactions. The timing of the repurchase of
shares pursuant to these programs will depend on a variety of factors, including market conditions and applicable law, and these
programs may be implemented in conjunction with brokers for the company and other financial institutions with whom the
company has relationships within certain preset parameters and purchases may continue during closed periods in accordance
with applicable restrictions. Our share repurchase programs may be suspended or discontinued at any time. Our original share
buyback plan for 2023 authorized the repurchase of 10% of our outstanding shares as of December 31, 2022, and this was
increased to a minimum of 15% in July 2023. We achieved this minimum as of October 30, 2023, and announced a further
repurchase target of approximately $300.0 million through the end of January 2024. At December 31, 2023, $101.7 million of
this target remained and was fully achieved on January 26, 2024.
II-101
LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2023, 2022 and 2021
The following table provides details of our share repurchases during 2023, 2022 and 2021:
Class A common shares
Class C common shares
Shares
repurchased
Average price
paid per
share (a)
Shares
repurchased
Average price
paid per
share (a)
Total cost (a)
in millions
2023 .....................................................................
2022 .....................................................................
1,444,000 $
18.24
78,452,085 $
18.86 $
1,505.9
3,856,700 $
21.55
69,381,968 $
23.34 $
1,702.6
2021 .....................................................................
8,445,800 $
27.31
49,604,048 $
27.23 $
1,581.1
_______________
(a)
Includes direct acquisition costs, where applicable.
Telenet Takeover Bid
On June 8, 2023, following approval by the Belgian Financial Services and Markets Authority, LGBH launched a
voluntary and conditional public takeover bid (the Offer) for all of the shares of Telenet that we did not already own or that
were not held by Telenet (the Telenet Bid Shares) (the Telenet Takeover Bid). The Offer consisted of per share cash
consideration for the tendered Telenet Bid Shares of €22 per share, which after deducting the €1 gross dividend paid on May 5,
2023, resulted in an offer price of €21 per share.
After the conclusion of both the initial acceptance period and the subsequent mandatory reopening period, LGBH acquired
38,210,285 of the Telenet Bid Shares, including 380,691 shares subject to lock-up provisions, increasing our ownership interest
in Telenet’s issued and outstanding shares to 96.26%. On September 22, 2023, we initiated a simplified “squeeze-out”
procedure according to applicable Belgium law, pursuant to which LGBH acquired the remaining Telenet Bid Shares that it or
Telenet did not already own. The simplified squeeze-out procedure concluded on October 13, 2023 and, on that date, any shares
of Telenet that were not tendered during the simplified squeeze-out procedure were automatically transferred to LGBH by
operation of law and Telenet shares were delisted from Euronext Brussels. The Telenet Bid Shares that were acquired as a result
of the simplified squeeze-out procedure were settled on October 19, 2023 and, from that date, Telenet is owned 100% by
LGBH.
The Telenet Takeover Bid was funded through (i) available borrowings under LGBH Facility B and (ii) existing liquidity
of Liberty Global. As of December 31, 2023, the consideration associated with the Telenet Takeover Bid, including certain fees
and expenses, totaled €904.2 million ($993.7 million at the applicable transaction dates).
Subsidiary Distributions
From time to time, Telenet and certain other of our subsidiaries make cash distributions to their respective shareholders.
Our share of these distributions is eliminated in consolidation and the noncontrolling interest owners’ share of these
distributions is reflected as a charge against noncontrolling interests in our consolidated statements of equity. In this regard,
Telenet, prior to the Telenet Takeover Bid, paid aggregate dividends to its shareholders during 2023, 2022 and 2021 of
€108.6 million, €149.0 million and €306.2 million, respectively. Our share of these dividends was €66.3 million ($73.2 million
at the applicable rate), €91.2 million ($96.2 million at the applicable rate) and €182.4 million ($214.0 million at the applicable
rate), respectively.
Restricted Net Assets
The ability of certain of our subsidiaries to distribute or loan all or a portion of their net assets to our company is limited by
the terms of applicable debt facilities. At December 31, 2023, a significant portion of our net assets represented net assets of our
subsidiaries that were subject to such limitations.
II-102
LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2023, 2022 and 2021
(15) Share-based Compensation
Our share-based compensation expense primarily relates to the share-based incentive awards issued by Liberty Global to its
employees and employees of its subsidiaries. A summary of our aggregate share-based compensation expense is set forth
below:
2023
Year ended December 31,
2022
in millions
2021
Liberty Global:
Non-performance based incentive awards (a) ........................................................... $
Performance-based incentive awards (b) ...................................................................
Other (c) .....................................................................................................................
Total Liberty Global (d) ...........................................................................................
Telenet share-based incentive awards (e) .....................................................................
Other .............................................................................................................................
157.4 $
133.5 $
168.6
6.9
33.5
197.8
27.7
5.5
7.1
30.8
171.4
10.9
9.8
59.6
33.6
261.8
35.1
11.2
Total ...................................................................................................................... $
231.0 $
192.1 $
308.1
Included in:
Other operating expenses ........................................................................................... $
11.7 $
4.9 $
SG&A expenses .........................................................................................................
219.3
187.2
Total ..................................................................................................................... $
231.0 $
192.1 $
13.7
294.4
308.1
_______________
(a)
(b)
(c)
(d)
In April 2023, with respect to 2016 through 2018 grants, and in April 2021, with respect to 2014 and 2015 grants, the
compensation committee of our board of directors approved the extension of the expiration dates of outstanding SARs
and director options from a seven-year term to a ten-year term (prior to 2019, awards granted under the 2014 Incentive
Plans, as defined and described below, expired seven years after the grant date). Accordingly, the Black-Scholes fair
values of the respective outstanding awards increased, resulting in the recognition of an aggregate incremental share-
based compensation expense of $27.1 million and $22.7 million during 2023 and 2021, respectively.
Includes share-based compensation expense related to (i) for 2023, certain Telenet Replacement Awards, as defined and
described below, (ii) for 2022 and 2021, our 2019 Challenge Performance Awards and (iii) for 2021, the 2019 PSUs and
our 2019 CEO Performance Award, each as defined and described below.
Represents annual incentive compensation and defined contribution plan liabilities that have been or are expected to be
settled with Liberty Global common shares. In the case of the annual incentive compensation, shares have been or will be
issued to senior management and key employees pursuant to a shareholding incentive program. The shareholding
incentive program allows these employees to elect to receive up to 100% of their annual incentive compensation in
common shares of Liberty Global in lieu of cash. In addition, amounts include compensation expense related to the
Ventures Incentive Plans as defined and described below.
In accordance with the terms of the Telenet Takeover Bid, we issued Liberty Global share-based incentive awards
(Telenet Replacement Awards) to employees and former directors of Telenet in exchange for corresponding Telenet
awards. In connection with the Telenet Takeover Bid, the Telenet Replacement Awards were remeasured as of October
13, 2023 in a 1:2 ratio between Liberty Global Class A and Liberty Global Class C shares. No incremental share-based
compensation expense was recognized from the remeasurement and modification of the Telenet awards. The Telenet
Replacement Awards were re-granted on November 7, 2023, resulting in total share-based compensation expense of
$50.0 million, of which $8.5 million was recognized on this date due to the immediate vesting of select Telenet
Replacement Awards. The remaining expense of $41.5 million will be amortized over the remaining service periods of
the unvested Telenet Replacement Awards, subject to forfeitures and the satisfaction of performance conditions as
further described below. For further information regarding the Telenet Takeover Bid, see note 14.
II-103
LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2023, 2022 and 2021
(e)
Represents the share-based compensation expense associated with Telenet’s share-based incentive awards prior to the
Telenet Takeover Bid. In addition, €7.6 million ($8.2 million at the applicable rate) was expensed during the fourth
quarter of 2023 related to the reimbursement of certain employee income taxes associated with the ESOP 2019 and the
ESOP 2020, each as defined and described below.
As of December 31, 2023, $165.8 million of total unrecognized compensation cost related to our Liberty Global share-
based incentive awards is expected to be recognized by our company over a weighted-average period of approximately 1.9
years.
The following table summarizes certain information related to the share-based incentive awards granted and exercised with
respect to Liberty Global common shares (includes amounts related to awards held by employees of our discontinued
operations, unless otherwise noted):
Year ended December 31,
2022
2021
2023
Assumptions used to estimate fair value of options and SARs granted:
Risk-free interest rate ........................................................................................ 3.12 - 4.10% 2.27 - 3.09% 0.48 - 1.13%
Expected life ...................................................................................................... 3.7 - 6.2 years 3.7 - 6.2 years 3.7 - 6.2 years
Expected volatility ............................................................................................. 29.0 - 33.1% 33.5 - 38.1% 30.8 - 33.2%
Expected dividend yield ....................................................................................
none
none
none
Weighted average grant-date fair value per share of awards granted:
Options .............................................................................................................. $
SARs ................................................................................................................. $
RSUs ................................................................................................................. $
PSUs .................................................................................................................. $
7.18 $
5.85 $
9.90 $
7.50 $
18.59 $
25.51 $
8.75
6.79
25.69
16.60
(a)
(a)
Total intrinsic value of awards exercised (in millions):
Options ..............................................................................................................
SARs ................................................................................................................. $
PSARs ...............................................................................................................
Cash received from exercise of options (in millions) .......................................... $
Income tax benefit related to share-based compensation of our continuing
operations (in millions) .................................................................................... $
(b)
(b)
$
4.6 $
$
0.5 $
7.0 $
0.2 $
1.2 $
13.0 $
17.4 $
1.3 $
1.4
28.9
0.1
8.9
14.9
_______________
(a)
There were no grants of PSUs made during the indicated period.
(b)
There were no exercises of this award type during the year ended December 31, 2023.
Share Incentive Plans — Liberty Global Common Shares
2023 Incentive Plan
As of December 31, 2023, we are authorized to grant incentive awards under the “Liberty Global 2023 Incentive Plan”,
which was approved by our shareholders on June 14, 2023. Generally, we may grant options, SARs, RSAs, RSUs, performance
awards or cash awards or any combination of the foregoing under this incentive plan (collectively, “awards”). The maximum
number of Liberty Global shares with respect to which awards may be issued under the Liberty Global 2023 Incentive Plan is
43,284,342 which represents the number of common shares available for grant under the previous “Liberty Global 2014
Incentive Plan” and the “Liberty Global 2014 Nonemployee Director Incentive Plan” (collectively, the 2014 Incentive
Plans) immediately prior to the 2023 Annual General Meeting of Shareholders of Liberty Global plc, plus any common shares
subject to outstanding awards under the 2014 Incentive Plans that become available for issuance under the Liberty Global 2023
II-104
LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2023, 2022 and 2021
Incentive Plan pursuant to its terms. The maximum number of common shares reserved for issuance under the Liberty Global
2023 Incentive Plan is also subject to anti-dilution and other adjustment provisions of the Liberty Global 2023 Incentive Plan.
Outstanding awards granted under the 2014 Incentive Plans will continue to be governed by the terms of that plan until
exercised, expired, paid or otherwise terminated. No further awards will be granted under the 2014 Incentive Plans. As of
December 31, 2023, the Liberty Global 2023 Incentive Plan had 40,245,318 common shares available for grant.
Awards (other than performance-based awards) under the Liberty Global 2023 Incentive Plan and the Liberty Global 2014
Incentive Plan generally (i) vest annually over a three-year period and (ii) expire 10 years after the grant date. Awards (other
than RSUs) issued under the Liberty Global 2014 Nonemployee Director Incentive Plan generally vest in three equal annual
installments, provided the director continues to serve as director immediately prior to the vesting date, and expire ten years after
the grant date. RSUs vest on the date of the first annual general meeting of shareholders following the grant date. These awards
may be granted at or above fair value in any class of common shares.
In connection with the Telenet Takeover Bid, the compensation committee of our board of directors approved the issuance
of Telenet Replacement Awards as part of the Liberty Global 2023 Incentive Plan in exchange for corresponding Telenet
awards. Prior to the Telenet Takeover Bid, Telenet had several outstanding equity award plans including the 2019 Employee
Stock Option Plan (ESOP 2019), the 2020 Employee Stock Option Plan (ESOP 2020), the 2021 Performance Share Plan (PSP
2021), the 2021 CEO Performance Share Plan (CEO PSP 2021) and the 2022 Restricted Share Plan (RSP 2022). Liberty
Global proposed to rollover any Telenet equity awards into equivalent awards in Liberty Global shares, excluding the ESOP
2019 and ESOP 2020 which were out-of-the-money at the time of the Telenet Takeover Bid. Additionally, due to regulatory
constraints associated with the Telenet Takeover Bid, Telenet was unable to issue equity awards from the 2020 Performance
Share Plan (PSP 2020), the 2022 Performance Share Plan (PSP 2022), the 2023 Performance Share Plan (PSP 2023), the 2022
CEO Performance Share Plan (CEO PSP 2022), the 2023 Restricted Share Plan (RSP 2023), the 2023 CEO Performance Share
Plan (CEO PSP 2023) and the 2023 Dividend Share Plan (Dividend Plan 2023). Liberty Global has also granted equivalent
awards under these Telenet plans. The Telenet Replacement Awards were issued as either RSUs or PSUs, depending on the
presence of a performance factor. Generally, (i) awards issued under the CEO PSP 2021, CEO PSP 2022 and CEO PSP 2023
are subject to certain performance metrics and vest at the end of a three-year period, (ii) awards issued under the Dividend Plan
2023 vest immediately, (iii) awards issued under the RSP 2022 and RSP 2023 vest 40% after year one and 60% after year two
and are subject to a two-year holding restriction, (iv) awards issued under the PSP 2020 are subject to certain performance
metrics, vest immediately and are subject to a two-year holding restriction, (v) awards issued under the PSP 2021 and PSP 2023
are subject to certain performance metrics and vest at the end of a three-year period and (vi) awards issued under the PSP 2022
were issued as RSUs, vest 40% after year one and 60% after year two and are subject to a two-year holding restriction.
Ventures Incentive Plans
Annually, beginning in April 2021, the compensation committee of our board of directors has approved grants under the
“Ventures Incentive Plans”. The Ventures Incentive Plans are provided to executive officers and other key employees based
on the performance of the Liberty Global Ventures Portfolio (the “Portfolio”), or a specific portion of the Portfolio in the
instance of the “Tech Ventures Incentive Plan.” A fair value assessment is performed for the Portfolio as of December 31st by
an independent third-party valuation specialist and the Portfolio performance is measured by assessing the fair value of the
Portfolio over a three-year period beginning on December 31st of the year preceding each annual grant. Payout will be
denominated in cash and will be assessed at the end of each three-year period using eligible participants’ initial contributions
which are between 10% and 50% of their annual target equity value (10% and 100% for the 2021 Ventures Incentive Plan) and
the contributed amount is in lieu of their normal annual equity grant. The compensation committee has the discretion to settle
the final payout amount in (i) cash or (ii) Liberty Global Class A and Class C common shares based on the change in the
Portfolio’s value. Subject to forfeitures, 100% of each participant’s payout will vest on or around March of the year subsequent
to the conclusion of the three-year performance period. In order to receive the payout, participants are required to remain
employed through the final vesting date. Awards under the Ventures Incentive Plans are liability classified due to the fact that
the final payout under these plans will be denominated in cash and may be settled in a variable number of shares. The estimated
fair value of the final payouts under our Ventures Incentive Plans as of December 31, 2023 are shown below:
II-105
LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2023, 2022 and 2021
Performance period
Vesting date
2021 Ventures Incentive Plan ................................................... 12/31/2020 - 12/31/2023 March 31, 2024
2022 Ventures Incentive Plan ................................................... 12/31/2021 - 12/31/2024 March 15, 2025
2023 Ventures Incentive Plan ................................................... 12/31/2022 - 12/31/2025 March 15, 2026
2023 Tech Ventures Incentive Plan .......................................... 12/31/2022 - 12/31/2025 March 15, 2026
Total ......................................................................................
Estimated fair
value of final
payout
in millions
$
$
15.4
9.3
12.0
0.9
37.6
Performance Awards
The following is a summary of the material terms and conditions with respect to our performance-based awards for certain
executive officers and key employees.
2019 CEO Performance Award
In April 2019, the compensation committee of our board of directors approved the grant of RSAs and PSUs to our Chief
Executive Officer (CEO) (the 2019 CEO Performance Award), comprising 670,000 RSAs and 1,330,000 PSUs, each with
respect to Liberty Global Class B common shares. The RSAs vested on December 31, 2019, 670,000 PSUs vested on May 15,
2020, and the remaining 660,000 PSUs vested on May 15, 2021. The performance criteria for the 2019 CEO Performance
Award PSUs was based on the achievement of our CEO’s performance conditions, as established by the compensation
committee.
2019 Challenge Performance Awards
In March 2019, the compensation committee of our board of directors approved a challenge performance award for
executive officers and certain employees (the 2019 Challenge Performance Awards), which consists of a combination of
PSARs and PSUs, in each case divided on a 1:2 ratio based on Liberty Global Class A common shares and Liberty Global Class
C common shares. Each PSU represents the right to receive one Liberty Global Class A common share or one Liberty Global
Class C common share, as applicable. The performance criteria for the 2019 Challenge Performance Awards is based on the
participant’s performance and achievement of individual goals during the three-year period ended December 31, 2021. Subject
to forfeitures, the satisfaction of performance conditions and certain other terms, 100% of each participant’s 2019 Challenge
Performance Awards were earned and vested on March 7, 2022. The PSARs have a term of ten years and base prices equal to
the respective market closing prices of the applicable class on the grant date.
Liberty Global PSUs
In April 2019, the compensation committee of our board of directors approved the grant of PSUs to executive officers and
key employees (the 2019 PSUs). The performance plan for the 2019 PSUs covered the two-year period ended December 31,
2020 and included a performance target based on the achievement of a specified compound annual growth rate (CAGR) in a
consolidated Adjusted EBITDA metric (as defined in note 19). The performance target was adjusted for events such as
acquisitions, dispositions and changes in foreign currency exchange rates that affect comparability (Adjusted EBITDA
CAGR). The 2019 PSUs required delivery of an Adjusted EBITDA CAGR of 1.38% and included over- and under-
performance payout opportunities should the Adjusted EBITDA CAGR exceed or fail to meet the target, as applicable.
Participants earned 65% of their targeted awards under the 2019 PSUs which vested 50% on each of April 1, 2021 and October
1, 2021.
II-106
LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2023, 2022 and 2021
Share-based Award Activity — Liberty Global Common Shares
The following tables summarize the share-based award activity during 2023 with respect to awards issued by Liberty
Global. Our company settles SARs and PSARs on a net basis when exercised by the award holder, whereby the number of
shares issued represents the excess value of the award based on the market price of the respective Liberty Global shares at the
time of exercise relative to the award’s exercise price. In addition, with respect to share-based awards held by Liberty Global
employees, the number of shares to be issued upon vesting or exercise is reduced by the amount of the employee’s required
income tax withholding.
Options — Class A common shares
Number of
awards
Weighted
average
exercise price
Weighted
average
remaining
contractual
term
in years
Aggregate
intrinsic
value
in millions
Outstanding at January 1, 2023 ...........................................................
Granted .............................................................................................
Forfeited ...........................................................................................
Outstanding at December 31, 2023 .....................................................
Exercisable at December 31, 2023 .....................................................
608,258 $
59,672
(45,753)
622,177 $
522,207 $
30.02
17.22
28.89
28.87
30.60
Options — Class C common shares
Number of
awards
Weighted
average
exercise price
Outstanding at January 1, 2023 ...........................................................
Granted .............................................................................................
Forfeited ...........................................................................................
Outstanding at December 31, 2023 .....................................................
Exercisable at December 31, 2023 .....................................................
2,465,294 $
386,050
(146,961)
2,704,383 $
2,028,231 $
25.84
19.02
27.22
24.79
25.76
SARs — Class A common shares
Number of
awards
Weighted
average
base price
3.5
2.5
$
$
—
—
Weighted
average
remaining
contractual
term
in years
Aggregate
intrinsic
value
in millions
5.2
4.0
$
$
1.4
1.4
Weighted
average
remaining
contractual
term
in years
Aggregate
intrinsic
value
in millions
Outstanding at January 1, 2023 ...........................................................
21,183,640 $
Granted .............................................................................................
Forfeited ...........................................................................................
Exercised ..........................................................................................
Outstanding at December 31, 2023 .....................................................
Exercisable at December 31, 2023 .....................................................
2,564,253
(2,982,585)
(334,868)
20,430,440 $
15,176,348 $
26.98
18.53
28.38
16.05
25.90
27.14
5.1
3.9
$
$
5.5
5.5
II-107
LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2023, 2022 and 2021
SARs — Class C common shares
Number of
awards
Weighted
average
base price
Weighted
average
remaining
contractual
term
in years
Aggregate
intrinsic
value
in millions
Outstanding at January 1, 2023 ...........................................................
Granted .............................................................................................
Forfeited ...........................................................................................
Exercised ..........................................................................................
Outstanding at December 31, 2023 .....................................................
Exercisable at December 31, 2023 .....................................................
49,778,158 $
6,632,778
(8,166,202)
(710,018)
47,534,716 $
32,831,063 $
26.20
19.39
27.03
15.12
25.28
26.32
PSARs — Class A common shares
Number of
awards
Weighted
average
base price
Outstanding at January 1, 2023 ...........................................................
Forfeited ...........................................................................................
Outstanding at December 31, 2023 .....................................................
Exercisable at December 31, 2023 .....................................................
3,281,811 $
(43,451)
3,238,360 $
3,238,360 $
25.97
25.97
25.97
25.97
PSARs — Class C common shares
Number of
awards
Weighted
average
base price
5.5
4.2
$
$
22.1
22.1
Weighted
average
remaining
contractual
term
in years
Aggregate
intrinsic
value
in millions
5.2
5.2
$
$
—
—
Weighted
average
remaining
contractual
term
in years
Aggregate
intrinsic
value
in millions
Outstanding at January 1, 2023 ...........................................................
Forfeited ...........................................................................................
Outstanding at December 31, 2023 .....................................................
Exercisable at December 31, 2023 .....................................................
6,417,033 $
(81,960)
6,335,073 $
6,335,073 $
25.22
25.22
25.22
25.22
5.2
5.2
$
$
—
—
RSUs — Class A common shares
Number of
awards
Weighted
average
grant-date
fair value
per share
Weighted
average
remaining
contractual
term
in years
Outstanding at January 1, 2023 ................................................................................
Granted ...................................................................................................................
Forfeited .................................................................................................................
Released from restrictions ......................................................................................
Outstanding at December 31, 2023 ..........................................................................
1,984,663 $
2,189,968
(135,105)
(1,592,848)
2,446,678 $
22.92
17.86
22.79
20.38
20.05
2.2
II-108
LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2023, 2022 and 2021
RSUs — Class B common shares
Number of
awards
Weighted
average
grant-date
fair value
per share
Weighted
average
remaining
contractual
term
in years
Outstanding at January 1, 2023 ................................................................................
Forfeited .................................................................................................................
Outstanding at December 31, 2023 ..........................................................................
7,890 $
(7,890)
— $
25.24
25.24
—
—
RSUs — Class C common shares
Number of
awards
Weighted
average
grant-date
fair value
per share
Weighted
average
remaining
contractual
term
in years
Outstanding at January 1, 2023 ................................................................................
Granted ...................................................................................................................
Forfeited .................................................................................................................
Released from restrictions ......................................................................................
Outstanding at December 31, 2023 ..........................................................................
3,968,778 $
4,867,995
(270,175)
(3,183,702)
5,382,896 $
22.75
18.92
23.10
20.33
20.70
PSUs — Class A common shares
Weighted
average
grant-date
fair value
per share
Number of
awards
2.3
Weighted
average
remaining
contractual
term
in years
Outstanding at January 1, 2023 ................................................................................
Granted ...................................................................................................................
Forfeited .................................................................................................................
Released from restrictions ......................................................................................
Outstanding at December 31, 2023 ..........................................................................
— $
564,660
(1,724)
(118,488)
444,448 $
—
15.78
15.78
15.78
15.78
1.6
PSUs — Class C common shares
Number of
awards
Weighted
average
grant-date
fair value
per share
Weighted
average
remaining
contractual
term
in years
Outstanding at January 1, 2023 ................................................................................
Granted ...................................................................................................................
Forfeited .................................................................................................................
Released from restrictions ......................................................................................
Outstanding at December 31, 2023 ..........................................................................
— $
1,042,067
(3,183)
(218,670)
820,214 $
—
17.05
17.05
17.05
17.05
1.6
II-109
LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2023, 2022 and 2021
Share-based Award Activity — Liberty Global Common Shares held by former Liberty Global employees
The following tables summarize the share-based awards held by former employees of Liberty Global subsequent to certain
split-off or disposal transactions. Any future exercises of SARs or PSARs, or vesting of RSUs will increase the number of our
outstanding common shares.
Number of
awards
Weighted
average
exercise or
base price
Weighted
average
remaining
contractual
term
Aggregate
intrinsic
value
in years
in millions
Options, SARs and PSARs:
Class A:
Outstanding ................................................................................
Exercisable .................................................................................
1,122,607 $
1,090,530 $
32.54
32.81
Class C:
Outstanding ................................................................................
Exercisable .................................................................................
2,221,159 $
2,157,015 $
31.64
31.88
2.4
2.2
3.0
2.9
$
$
$
$
0.1
0.1
0.2
0.2
Outstanding RSUs:
Class A ................................................................................................................
Class C ................................................................................................................
14,501 $
28,987 $
22.69
23.06
1.6
1.6
Number of
awards
Weighted
average
grant-date
fair value
per share
Weighted
average
remaining
contractual
term
in years
II-110
LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2023, 2022 and 2021
(16) Defined Benefit Plans
Certain of our subsidiaries maintain various funded and unfunded defined benefit plans for their employees. The table
below provides summary information on our defined benefit plans:
2023
December 31,
2022
in millions
2021
Fair value of plan assets (a) ............................................................................................ $ 1,202.6 $ 1,066.1 $ 1,269.9
Projected benefit obligation ........................................................................................... $ 1,214.2 $ 1,016.0 $ 1,280.5
Net asset (liability) ......................................................................................................... $
(10.6)
_______________
(11.6) $
50.1 $
(a)
The fair value of plan assets at December 31, 2023 includes $969.5 million and $233.1 million of assets that are valued
based on Level 1 and Level 2 inputs, respectively, of the fair value hierarchy (as further described in note 9). Our plan
assets comprise investments in debt securities, equity securities, hedge funds, insurance contracts and certain other
assets.
Our net periodic pension cost was $25.6 million, $1.8 million and $10.9 million during 2023, 2022 and 2021, respectively,
including $38.6 million, $39.6 million and $57.4 million, respectively, representing the service cost component. These amounts
exclude aggregate curtailment gains of nil, $4.0 million and $7.5 million, respectively, which are included in impairment,
restructuring and other operating items, net, in our consolidated statements of operations.
During 2023, our subsidiaries’ contributions to their respective defined benefit plans aggregated $49.2 million. Based on
December 31, 2023 exchange rates and information available as of that date, we expect this amount to be $49.7 million in 2024.
(17) Accumulated Other Comprehensive Earnings
Accumulated other comprehensive earnings included on our consolidated balance sheets and statements of equity reflect
the aggregate impact of foreign currency translation adjustments and pension-related adjustments and other. The changes in the
components of accumulated other comprehensive earnings, net of taxes, are summarized as follows:
Liberty Global shareholders
Foreign
currency
translation
adjustments
Pension-
related
adjustments
and other
Accumulated
other
comprehensive
earnings
in millions
Total
accumulated
other
comprehensive
earnings
Noncontrolling
interests
Balance at January 1, 2021 ............................. $
Other comprehensive earnings .....................
Balance at December 31, 2021 .......................
Other comprehensive loss ............................
Balance at December 31, 2022 .......................
Other comprehensive earnings .....................
Balance at December 31, 2023 ....................... $
3,809.3 $
(116.2) $
3,693.1 $
(2.2) $
3,690.9
70.7
3,880.0
(3,259.2)
620.8
1,778.4
128.4
12.2
(119.6)
(107.4)
(121.5)
199.1
3,892.2
(3,378.8)
513.4
1,656.9
2,399.2 $
(228.9) $
2,170.3 $
1.2
(1.0)
2.2
1.2
(0.8)
0.4 $
200.3
3,891.2
(3,376.6)
514.6
1,656.1
2,170.7
II-111
LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2023, 2022 and 2021
The components of other comprehensive earnings (loss), net of taxes, are reflected in our consolidated statements of
comprehensive earnings (loss). The following table summarizes the tax effects related to each component of other
comprehensive earnings (loss), net of amounts reclassified to our consolidated statements of operations:
Year ended December 31, 2023:
Foreign currency translation adjustments .................................................................. $
Pension-related adjustments and other ......................................................................
Other comprehensive earnings ..............................................................................
1,642.1
Pre-tax
amount
Tax benefit
(expense)
in millions
Net-of-tax
amount
1,780.3 $
(1.9) $
1,778.4
(138.2)
15.9
14.0
(122.3)
1,656.1
Other comprehensive loss attributable to noncontrolling interests (a) ......................
0.9
(0.1)
0.8
Other comprehensive earnings attributable to Liberty Global shareholders ....... $
1,643.0 $
13.9 $
1,656.9
Year ended December 31, 2022:
Foreign currency translation adjustments .................................................................. $
(3,216.1) $
1.3 $
(3,214.8)
Pension-related adjustments and other ......................................................................
(113.3)
(4.1)
(117.4)
Other comprehensive loss from continuing operations ...........................................
(3,329.4)
(2.8)
(3,332.2)
Other comprehensive loss from discontinued operations (b) ....................................
(44.4)
—
(44.4)
Other comprehensive loss .....................................................................................
(3,373.8)
(2.8)
(3,376.6)
Other comprehensive earnings attributable to noncontrolling interests (a) ...............
(2.9)
0.7
(2.2)
Other comprehensive loss attributable to Liberty Global shareholders .............. $
(3,376.7) $
(2.1) $
(3,378.8)
Year ended December 31, 2021:
Foreign currency translation adjustments (b) ............................................................ $
129.4 $
1.2 $
Pension-related adjustments and other ......................................................................
Other comprehensive earnings from continuing operations ....................................
Other comprehensive loss from discontinued operations ..........................................
Other comprehensive earnings ..............................................................................
Other comprehensive earnings attributable to noncontrolling interests (a) ...............
139.9
269.3
(59.9)
209.4
(1.6)
(10.3)
(9.1)
—
(9.1)
0.4
130.6
129.6
260.2
(59.9)
200.3
(1.2)
Other comprehensive earnings attributable to Liberty Global shareholders ....... $
207.8 $
(8.7) $
199.1
_______________
(a)
Amounts represent the noncontrolling interest owners’ share of our pension-related adjustments.
(b)
For additional information regarding the reclassification of foreign currency translation adjustments included in net
earnings, see note 6.
II-112
LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2023, 2022 and 2021
(18) Commitments and Contingencies
Commitments
In the normal course of business, we enter into agreements that commit our company to make cash payments in future
periods with respect to purchases of CPE and other equipment and services, network and connectivity commitments,
programming contracts and other items. The following table sets forth the U.S. dollar equivalents of such commitments as of
December 31, 2023. The commitments included in this table do not reflect any liabilities that are included on our December 31,
2023 consolidated balance sheet.
Payments due during:
2024
2025
2026
2027
in millions
2028
Thereafter
Total
Purchase commitments ...................... $
Network and connectivity
commitments ..................................
Programming commitments ..............
Other commitments ...........................
735.6 $
458.5 $
397.0 $
376.5 $
372.0 $
— $ 2,339.6
170.4
224.9
206.5
100.7
142.1
168.2
49.8
63.5
129.8
45.6
33.7
30.8
43.2
—
28.8
237.3
—
99.2
647.0
464.2
663.3
Total .............................................. $ 1,337.4 $
869.5 $
640.1 $
486.6 $
444.0 $
336.5 $ 4,114.1
Purchase commitments include unconditional and legally binding obligations related to (i) certain service-related
commitments, including software development, information technology, maintenance and call center services and (ii) the
purchase of network and other equipment and CPE.
Network and connectivity commitments include (i) certain network capacity arrangements at Sunrise and (ii) certain
equipment and service-related commitments at Telenet. As a result of the Telenet Wyre Transaction, as described in note 5,
Telenet’s commitments associated with its leased network terminated.
Programming commitments consist of obligations associated with certain of our programming, studio output and sports
rights contracts that are enforceable and legally binding on us as we have agreed to pay minimum fees without regard to (i) the
actual number of subscribers to the programming services, (ii) whether we terminate service to a portion of our subscribers or
dispose of a portion of our distribution systems or (iii) whether we discontinue our premium sports services. Programming
commitments do not include increases in future periods associated with contractual inflation or other price adjustments that are
not fixed. Accordingly, the amounts reflected in the above table with respect to these contracts are significantly less than the
amounts we expect to pay in these periods under these contracts. Historically, payments to programming vendors have
represented a significant portion of our operating costs, and we expect this will continue to be the case in future periods. In this
regard, our total programming and copyright costs aggregated $558.0 million, $511.3 million and $1,123.2 million (including
amounts related to the U.K. JV Entities through the June 1, 2021 closing of the U.K. JV Transaction) during 2023, 2022 and
2021, respectively.
Other commitments include (i) our share of the funding commitment associated with the nexfibre JV and (ii) various sports
sponsorships.
In addition to the commitments set forth in the table above, we have significant commitments under (i) derivative
instruments and (ii) defined benefit plans and similar agreements, pursuant to which we expect to make payments in future
periods. For information regarding our derivative instruments, including the net cash paid or received in connection with these
instruments, see note 8. For information regarding our defined benefit plans, see note 16.
We also have commitments pursuant to agreements with, and obligations imposed by, franchise authorities and
municipalities, which may include obligations in certain markets to move aerial cable to underground ducts or to upgrade,
rebuild or extend portions of our broadband communication systems. Such amounts are not included in the above table because
they are not fixed or determinable.
II-113
LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2023, 2022 and 2021
We have established various defined contribution benefit plans for our and our subsidiaries’ employees. Our aggregate
expense for matching contributions under the various defined contribution employee benefit plans was $24.9 million, $22.2
million and $30.1 million (including amounts related to the U.K. JV Entities through the June 1, 2021 closing of the U.K. JV
Transaction) during 2023, 2022 and 2021, respectively.
Guarantees and Other Credit Enhancements
In the ordinary course of business, we may provide (i) indemnifications to our lenders, our vendors and certain other parties
and (ii) performance and/or financial guarantees to local municipalities, our customers and vendors. Historically, these
arrangements have not resulted in our company making any material payments and we do not believe that they will result in
material payments in the future.
Legal and Regulatory Proceedings and Other Contingencies
Interkabel Acquisition. On November 26, 2007, Telenet and four associations of municipalities in Belgium, which we refer
to as the pure intercommunales or 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 an appeal judgment before the Belgian Supreme Court, 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 to 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 ($1.5 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. On January 22, 2021, the Belgian Supreme Court partially
annulled the judgment of the Court of Appeal of Antwerp. The case was referred to the Court of Appeal of Brussels and is
currently pending with this Court which will need to make a new decision on the matter within the boundaries of the annulment
by the Belgian Supreme Court. It is likely that it will take the Court of Appeal of Brussels several years to decide on the matter.
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. We do not expect the ultimate
resolution of this matter to have a material impact on our results of operations, cash flows or financial position. No amounts
have been accrued by us with respect to this matter as the likelihood of loss is not considered to be probable.
Telekom Deutschland Litigation. On December 28, 2012, Unitymedia filed a lawsuit against Telekom Deutschland GmbH
(Telekom Deutschland) in which Unitymedia asserted that it pays excessive prices for the co-use of Telekom Deutschland’s
cable ducts in Unitymedia’s footprint. The Federal Network Agency approved rates for the co-use of certain ducts of Telekom
Deutschland in March 2011. Based in part on these approved rates, Unitymedia sought a reduction of the annual lease fees by
approximately five-sixths. In addition, Unitymedia sought the return of similarly calculated overpayments from 2009 through
the ultimate settlement date, plus accrued interest. In October 2016, the first instance court dismissed this action, and in March
2018, the court of appeal dismissed Unitymedia’s appeal of the first instance court’s decision. Unitymedia has since
successfully appealed the case to the Federal Court of Justice, and proceedings continue before the German courts. The
resolution of this matter may take several years and no assurance can be given that Unitymedia’s claims will be successful. In
connection with our sale of our former operations in Germany, Romania, Hungary and the Czech Republic to Vodafone (the
Vodafone Disposal Group) in 2019, we will only share in 50% of any amounts recovered, plus 50% of the net present value of
certain cost savings in future periods that are attributable to the favorable resolution of this matter, less 50% of associated legal
II-114
LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2023, 2022 and 2021
or other third-party fees paid post-completion of the sale of the Vodafone Disposal Group. Any amount we may recover related
to this matter will not be reflected in our consolidated financial statements until such time as the final disposition of this matter
has been reached.
Swisscom MVNO Matter. On December 8, 2017, one of our subsidiaries, Sunrise GmbH, formerly known as UPC Schweiz
GmbH, entered into a mobile virtual network operator (MVNO) agreement with Swisscom (Schweiz) AG (Swisscom), as
subsequently amended (the Swisscom MVNO), for the provision of mobile network services to certain of Sunrise GmbH’s end
customers. In January 2023, Swisscom filed a formal lawsuit against Sunrise GmbH, asserting that it is in breach of the
Swisscom MVNO and claiming approximately CHF 90 million ($107 million) in damages. No amounts have been accrued by
us with respect to this matter, as the likelihood of loss is not considered to be probable at this stage. We believe the assertions in
this claim are unsupported and/or exaggerated and intend to vigorously defend this matter.
Other Contingency Matters. In connection with the dispositions of certain of our operations, we provided tax indemnities to
the counterparties for certain tax liabilities that could arise from the period we owned the respective operations, the amounts of
which could be significant, subject to certain thresholds. No amounts have been accrued by our company related to unasserted
claims for indemnification, as the likelihood of any loss is not considered to be probable. Further, Liberty Global may be
entitled to certain amounts that our disposed operations may recover from taxing authorities. Any such amounts will not be
reflected in our consolidated financial statements until such time as the final disposition of such matters has been reached.
Other Regulatory Matters. Broadband internet, video distribution, fixed-line telephony, mobile and content businesses are
regulated in each of the countries in which we or our affiliates operate. The scope of regulation varies from country to country,
although in some significant respects regulation in European markets is harmonized under the regulatory structure of the
European Union (E.U.). Adverse regulatory developments could subject our businesses to a number of risks. Regulation,
including conditions imposed on us by competition or other authorities as a requirement to close acquisitions or dispositions,
could limit growth, revenue and the number and types of services offered and could lead to increased operating costs and
property and equipment additions. Regulation may also restrict our operations and subject them to further competitive pressure,
including pricing restrictions, interconnect and other access obligations and restrictions or controls on content, including
content provided by third parties. Failure to comply with current or future regulation could expose our businesses to various
penalties.
In addition to the foregoing items, we have contingent liabilities related to matters arising in the ordinary course of
business, including (i) legal proceedings, (ii) issues involving VAT and wage, property, withholding and other tax issues and
(iii) disputes over interconnection, programming, copyright and channel carriage fees. While we generally expect that the
amounts required to satisfy these contingencies will not materially differ from any estimated amounts we have accrued, no
assurance can be given that the resolution of one or more of these contingencies will not result in a material impact on our
results of operations, cash flows or financial position 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, we cannot provide a meaningful range of
potential losses or cash outflows that might result from any unfavorable outcomes.
II-115
LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2023, 2022 and 2021
(19) Segment Reporting
We generally identify our reportable segments as (i) those consolidated subsidiaries that represent 10% or more of our
revenue, Adjusted EBITDA (as defined below) or total assets or (ii) those equity method affiliates where our investment or
share of revenue or Adjusted EBITDA represents 10% or more of our total assets, revenue or Adjusted EBITDA, respectively.
In certain cases, we may elect to include an operating segment in our segment disclosure that does not meet the above-described
criteria for a reportable segment. We evaluate performance and make decisions about allocating resources to our operating
segments based on financial measures such as revenue and Adjusted EBITDA. In addition, we review non-financial measures
such as customer growth, as appropriate.
Adjusted EBITDA is the primary measure used by our chief operating decision maker to evaluate segment operating
performance and is also a key factor that is used by our internal decision makers to (i) determine how to allocate resources to
segments and (ii) evaluate the effectiveness of our management for purposes of annual and other incentive compensation plans.
As we use the term, “Adjusted EBITDA” is defined as earnings (loss) from continuing operations before net income tax
benefit (expense), other non-operating income or expenses, net share of results of affiliates, net gains (losses) on
extinguishment of debt, net realized and unrealized gains (losses) due to changes in fair values of certain investments, net
foreign currency gains (losses), net gains (losses) on derivative instruments, net interest expense, depreciation and amortization,
share-based compensation, provisions and provision releases related to significant litigation and impairment, restructuring and
other operating items. Other operating items include (a) gains and losses on the disposition of long-lived assets, (b) third-party
costs directly associated with successful and unsuccessful acquisitions and dispositions, including legal, advisory and due
diligence fees, as applicable, and (c) other acquisition-related items, such as gains and losses on the settlement of contingent
consideration. Our internal decision makers believe Adjusted EBITDA is a meaningful measure because it represents a
transparent view of our recurring operating performance that is unaffected by our capital structure and allows management to
(1) readily view operating trends, (2) perform analytical comparisons and benchmarking between segments and (3) identify
strategies to improve operating performance in the different countries in which we operate. A reconciliation of earnings or loss
from continuing operations to Adjusted EBITDA is presented below.
As of December 31, 2023, our reportable segments are as follows:
Consolidated:
•
•
•
Sunrise
Telenet
VM Ireland
Nonconsolidated:
•
•
VMO2 JV
VodafoneZiggo JV
On June 1, 2021, we completed the U.K. JV Transaction, whereby we contributed the U.K. JV Entities to the VMO2 JV.
Prior to the completion of the U.K. JV Transaction, we presented Virgin Media U.K., together with VM Ireland, as a single
reportable segment, “U.K./Ireland”. In connection with the completion of the U.K. JV Transaction, we restated our segment
presentation for all periods to separately present (i) Virgin Media U.K. and (ii) VM Ireland. In addition, certain other less
significant entities previously included in the U.K./Ireland segment are now included within Central and Other (as defined
below). Following the closing of the U.K. JV Transaction, we identified the VMO2 JV as a nonconsolidated reportable
segment. For additional information regarding the U.K. JV Transaction, see note 6.
All of our reportable segments derive their revenue primarily from residential and B2B communications services, including
broadband internet, video, fixed-line telephony and mobile services.
Our “Central and Other” category primarily includes (i) services provided to the VMO2 JV, the VodafoneZiggo JV and
various third parties related to transitional service agreements, (ii) sales of CPE to the VodafoneZiggo JV, (iii) certain
centralized functions, including billing systems, network operations, technology, marketing, facilities, finance and other
administrative functions and (iv) our operations in Slovakia.
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LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2023, 2022 and 2021
We present only the reportable segments of our continuing operations in the tables below.
During the first quarter of 2023, we changed the terms related to, and approach to how we reflect the allocation of, charges
for certain products and services that our centrally-managed technology and innovation function (our T&I Function) provide to
our consolidated reportable segments (the Tech Framework). These products and services include CPE hardware and related
essential software, maintenance, hosting and other services. As a result of these changes, our consolidated reportable segments
now capitalize the combined cost of the CPE hardware and essential software as property and equipment additions. The other
services, including maintenance and hosting, continue to be reported as operating costs in the period incurred (included in our
Adjusted EBITDA). The corresponding amounts charged by our T&I Function are reflected as revenue when earned. The new
Tech Framework resulted in a change to the way in which our chief operating decision maker evaluates the revenue, Adjusted
EBITDA and property and equipment additions of our consolidated reportable segments. Segment information has been
revised, as applicable, to reflect these changes. The following table provides a summary of the impact on the revenue, Adjusted
EBITDA and property and equipment additions of our consolidated reportable segments and Central and Other.
2023
Year ended December 31,
2022
in millions
2021
Increase (decrease) to revenue (a):
Central and Other .................................................................................................... $
Intersegment eliminations .......................................................................................
243.9 $
237.5 $
266.7
(243.9)
(237.5)
(266.7)
Total ..................................................................................................................... $
— $
— $
—
Increase (decrease) to Adjusted EBITDA (b):
Sunrise ..................................................................................................................... $
Telenet .....................................................................................................................
VM Ireland ..............................................................................................................
Central and Other ....................................................................................................
Intersegment eliminations .......................................................................................
(65.0) $
(40.0) $
(8.8)
(23.9)
158.5
(8.5)
(13.9)
121.7
(60.8)
(59.3)
Total ..................................................................................................................... $
— $
— $
Increase (decrease) to property and equipment additions (c):
Sunrise ..................................................................................................................... $
Telenet .....................................................................................................................
VM Ireland ..............................................................................................................
Central and Other ....................................................................................................
Intersegment eliminations .......................................................................................
22.8 $
22.2 $
27.7
10.3
—
27.0
10.1
—
(60.8)
(59.3)
(66.5)
Total ..................................................................................................................... $
— $
— $
—
_______________
(a)
(b)
Amounts reflect the revenue recognized within our T&I Function, as well as any applicable markup, related to the Tech
Framework.
Amounts reflect the charge to each respective consolidated reportable segment related to the service and maintenance
component of the Tech Framework and, additionally for Central and Other, the Adjusted EBITDA impact of the value
attributed to centrally-held internally developed technology that is embedded within our various CPE, as well as any
applicable markup.
(c)
Amounts reflect the charge to each respective consolidated reportable segment related to the value attributed to centrally-
held internally developed technology that is embedded within our various CPE, as well as any applicable markup.
II-117
(44.3)
(9.6)
(16.0)
136.4
(66.5)
—
24.9
30.3
11.3
—
LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2023, 2022 and 2021
During the second quarter of 2023, we determined to market and sell certain of our internally-developed software to third
parties. As a result of these strategic and operational changes, from May 2023, proceeds from the licensing and related sale of
products from this internally-developed software (including proceeds generated from our arrangements with the VMO2 JV and
the VodafoneZiggo JV) have been applied against the net book value of our existing internally-developed capitalized software
until that balance is reduced to zero, after which time we will resume recognizing revenue for such licensing and related sale of
products. Further, we now expense the costs of development of such software due to the fact that it is now externally marketed
to third parties. During the year ended December 31, 2023, revenue within our Central and Other category was reduced by
$127.7 million as a result of this change and the associated accounting treatment, including $69.3 million and $41.0 million
from the VMO2 JV and the VodafoneZiggo JV, respectively. As of December 31, 2023, the net book value of our existing
internally-developed software was reduced to zero.
Performance Measures of Our Reportable Segments
The amounts presented below represent 100% of each of our reportable segment’s revenue and Adjusted EBITDA. The
noncontrolling owners’ interests in the operating results of Telenet, prior to the Telenet Takeover Bid, and other less significant
majority-owned subsidiaries are reflected in net earnings or loss attributable to noncontrolling interests in our consolidated
statements of operations. Furthermore, despite only holding a 50% noncontrolling interest in both the VMO2 JV and the
VodafoneZiggo JV, we present 100% of the revenue and Adjusted EBITDA of those entities in the tables below. Our share of
the operating results of the VMO2 JV and the VodafoneZiggo JV is included in share of results of affiliates, net, in our
consolidated statements of operations.
2023
Year ended December 31,
2022 (a)
2021 (a)
Revenue
Adjusted
EBITDA
Revenue
Adjusted
EBITDA
Revenue
Adjusted
EBITDA
in millions
Sunrise .................................................... $ 3,380.4 $
Telenet ....................................................
VM Ireland ..............................................
Virgin Media U.K. (b) ............................
Central and Other ....................................
Intersegment eliminations (c) .................
(260.0)
Total ................................................... $ 7,491.4 $
3,089.2
775.7
506.1
—
1,148.5 $ 3,180.9 $ 1,097.8 $ 3,321.9 $ 1,164.4
1,315.2
181.4
—
2,807.3
494.7
—
(214.7)
959.9
1,299.6
183.6
—
74.7
3,065.9
550.0
2,736.4
915.4
(60.8)
(247.1)
(60.3)
(278.3)
1,472.2
202.6
1,085.3
103.3
(64.7)
2,369.6 $ 7,195.7 $ 2,595.4 $ 10,311.3 $ 3,963.1
VMO2 JV (d) .......................................... $ 13,574.1 $
VodafoneZiggo JV .................................. $ 4,450.5 $
_______________
4,531.3 $ 12,857.2 $ 4,562.2 $ 8,522.9 $ 2,716.6
1,972.5 $ 4,284.6 $ 2,018.0 $ 4,824.2 $ 2,265.6
(a)
(b)
(c)
Amounts have been revised, as applicable, to reflect the retrospective impact of the Tech Framework, as described
above.
Amounts represent the revenue and Adjusted EBITDA of the U.K. JV Entities through the June 1, 2021 closing of the
U.K. JV Transaction.
Amounts primarily relate to (i) the revenue recognized within our T&I Function related to the Tech Framework, (ii) the
Adjusted EBITDA impact to Central and Other of the value attributed to centrally-held internally developed technology
that is embedded within our various CPE, as well as any applicable markup, and (iii) for 2022 and 2021, transactions
between our continuing and discontinued operations.
(d)
The 2021 amounts represent the revenue and Adjusted EBITDA of the VMO2 JV for the period beginning June 1, 2021.
II-118
LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2023, 2022 and 2021
The following table provides a reconciliation of earnings (loss) from continuing operations to Adjusted EBITDA:
Earnings (loss) from continuing operations ................................................................ $
Income tax expense .....................................................................................................
Other income, net ........................................................................................................
Gain on AtlasEdge JV Transactions ............................................................................
Gain on U.K. JV Transaction ......................................................................................
Gain on Telenet Tower Sale ........................................................................................
Gain associated with the Telenet Wyre Transaction ...................................................
Share of results of affiliates, net ..................................................................................
Losses (gains) on debt extinguishment, net .................................................................
Realized and unrealized losses (gains) due to changes in fair values of certain
investments, net .......................................................................................................
Foreign currency transaction losses (gains), net ..........................................................
Realized and unrealized losses (gains) on derivative instruments, net .......................
Interest expense ...........................................................................................................
Operating income (loss) ............................................................................................
Impairment, restructuring and other operating items, net ...........................................
Depreciation and amortization ....................................................................................
Share-based compensation expense ............................................................................
2023
Year ended December 31,
2022
in millions
2021
(3,873.8) $
1,105.3 $ 13,527.5
149.6
318.9
(225.5)
(134.4)
—
—
—
—
—
(700.5)
(377.8)
—
2,019.3
1,267.8
1.4
(2.8)
473.3
(44.9)
(227.5)
(10,873.8)
—
—
175.4
90.6
557.3
70.8
526.3
907.9
(244.5)
67.9
2,315.2
231.0
323.5
(820.6)
(1,407.2)
(1,324.5)
(1,213.1)
(537.3)
589.3
146.8
85.1
2,171.4
192.1
882.1
1,320.3
(19.0)
2,353.7
308.1
Adjusted EBITDA ................................................................................................ $
2,369.6 $
2,595.4 $
3,963.1
Balance Sheet Data of our Reportable Segments
Selected balance sheet data of our reportable segments is set forth below:
Long-lived assets
December 31,
Total assets
December 31,
2023
2022 (a)
2023
2022 (a)
in millions
Sunrise ................................................................................................. $ 11,604.0 $ 10,950.4 $ 13,992.2 $ 13,133.0
Telenet .................................................................................................
8,917.5
VM Ireland ...........................................................................................
Central and Other .................................................................................
Intersegment eliminations ....................................................................
(94.0)
Total ................................................................................................ $ 19,893.8 $ 18,166.0 $ 42,087.9 $ 42,895.0
(118.9)
(118.9)
17,229.5
19,853.6
(94.0)
1,183.6
1,084.9
5,779.0
7,137.1
9,801.5
717.4
813.2
339.6
932.0
VMO2 JV ............................................................................................. $ 39,073.2 $ 41,087.5 $ 48,039.4 $ 49,809.3
VodafoneZiggo JV ............................................................................... $ 17,725.3 $ 17,845.3 $ 19,714.1 $ 20,211.9
_______________
(a)
Amounts have been revised, as applicable, to reflect the retrospective impact of the Tech Framework, as described
above.
II-119
LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2023, 2022 and 2021
Property and Equipment Additions of our Reportable Segments
The property and equipment additions of our reportable segments (including capital additions financed under capital-
related vendor financing or finance lease arrangements) are presented below and reconciled to the capital expenditure amounts
included in our consolidated statements of cash flows. For additional information concerning capital additions financed under
vendor financing and finance lease arrangements, see notes 10 and 12, respectively.
2023
Year ended December 31,
2022 (a)
in millions
2021 (a)
Sunrise ......................................................................................................................... $
Telenet .........................................................................................................................
VM Ireland
Virgin Media U.K. (b) .................................................................................................
Central and Other (c) ...................................................................................................
Intersegment eliminations (d) ......................................................................................
Total property and equipment additions ...................................................................
586.4 $
597.9 $
746.6
176.7
—
643.0
147.4
—
129.1
(60.8)
259.9
(59.3)
634.8
603.8
105.7
557.4
334.3
(66.5)
1,578.0
1,588.9
2,169.5
Assets acquired under capital-related vendor financing arrangements .......................
(178.4)
(182.8)
(661.1)
Assets acquired under finance leases ..........................................................................
(20.9)
Changes in current liabilities related to capital expenditures ......................................
7.3
(34.2)
(68.7)
(42.6)
(57.8)
Total capital expenditures, net ................................................................................ $
1,386.0 $
1,303.2 $
1,408.0
Property and equipment additions:
VMO2 JV (e) ............................................................................................................ $
VodafoneZiggo JV .................................................................................................... $
2,478.9 $
2,785.0 $
1,706.4
989.8 $
999.3 $
990.5
_______________
(a)
(b)
(c)
(d)
(e)
Amounts have been revised, as applicable, to reflect the retrospective impact of the Tech Framework, as described
above.
Amount represents the property and equipment additions of the U.K. JV Entities through the June 1, 2021 closing of the
U.K. JV Transaction.
Includes (i) property and equipment additions representing centrally-owned assets that benefit our operating segments,
including development costs related to our internally-developed software prior to our decision to externally market such
software, (ii) the net impact of certain centrally-procured network equipment that is ultimately transferred to our
operating segments and (iii) property and equipment additions of our operations in Slovakia.
Amounts reflect the charge under the Tech Framework to each respective consolidated reportable segment related to the
value attributed to centrally-held internally developed technology that is embedded within our various CPE, as well as
any applicable markup.
The 2021 amount represents the property and equipment additions of the VMO2 JV for the period beginning June 1,
2021.
II-120
LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2023, 2022 and 2021
Revenue by Major Category
Our revenue by major category for our consolidated reportable segments is set forth below:
2023
Year ended December 31,
2022
in millions
2021
Residential revenue:
Residential fixed revenue (a):
Subscription revenue (b):
Broadband internet ............................................................................................... $
Video ....................................................................................................................
Fixed-line telephony .............................................................................................
Total subscription revenue ................................................................................
Non-subscription revenue .......................................................................................
Total residential fixed revenue ........................................................................
1,491.0 $
1,378.2 $
2,371.7
1,091.3
359.6
2,941.9
69.2
1,077.4
381.4
2,837.0
46.3
1,831.8
841.1
5,044.6
98.9
3,011.1
2,883.3
5,143.5
Residential mobile revenue (c):
Subscription revenue (b) .........................................................................................
Non-subscription revenue .......................................................................................
Total residential mobile revenue ..........................................................................
Total residential revenue ...................................................................................
B2B revenue (d):
Subscription revenue ................................................................................................
Non-subscription revenue .........................................................................................
Total B2B revenue ..................................................................................................
Other revenue (e) .........................................................................................................
1,519.3
550.9
2,070.2
5,081.3
561.7
934.9
1,496.6
913.5
1,401.4
543.7
1,945.1
4,828.4
515.1
861.7
1,376.8
990.5
1,630.7
760.8
2,391.5
7,535.0
619.0
1,243.8
1,862.8
913.5
Total ................................................................................................................... $
7,491.4 $
7,195.7 $ 10,311.3
_______________
(a)
Residential fixed subscription revenue includes amounts received from subscribers for ongoing services and the
recognition of deferred installation revenue over the associated contract period. Residential fixed non-subscription
revenue includes, among other items, channel carriage fees, late fees and revenue from the sale of equipment.
(b) Residential subscription revenue from subscribers who purchase bundled services at a discounted rate is generally
allocated proportionally to each service based on the standalone price for each individual service. As a result, changes in
the standalone pricing of our fixed and mobile products or the composition of bundles can contribute to changes in our
product revenue categories from period to period.
(c)
Residential mobile subscription revenue includes amounts received from subscribers for ongoing services. Residential
mobile non-subscription revenue includes, among other items, interconnect revenue and revenue from sales of mobile
handsets and other devices.
(d) B2B subscription revenue represents revenue from (i) services provided to small or home office (SOHO) subscribers and
(ii) mobile services provided to medium and large enterprises. SOHO subscribers pay a premium price to receive
expanded service levels along with broadband internet, video, fixed-line telephony or mobile services that are the same
or similar to the mass marketed products offered to our residential subscribers. B2B non-subscription revenue includes
(a) revenue from business broadband internet, video, fixed-line telephony and data services offered to medium and large
enterprises and, fixed-line and mobile services on a wholesale basis, to other operators and (b) revenue from long-term
leases of portions of our network.
II-121
LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2023, 2022 and 2021
(e)
Other revenue includes, among other items, (i) broadcasting revenue at Telenet, VM Ireland and Sunrise, (ii) revenue
earned from the U.K. JV Services and NL JV Services, (iii) revenue earned from the sale of CPE to the VodafoneZiggo
JV and (iv) revenue earned from transitional and other services provided to various third parties.
Geographic Segments
The revenue of our geographic segments is set forth below:
2023
Year ended December 31,
2022
in millions
2021
Switzerland ................................................................................................................... $
Belgium ........................................................................................................................
Ireland ...........................................................................................................................
U.K. (a) .........................................................................................................................
Slovakia ........................................................................................................................
Other, including intersegment eliminations (b) ............................................................
3,380.4 $
3,180.9 $
3,321.9
2,948.2
506.1
—
51.8
604.9
2,807.3
494.7
—
49.9
662.9
3,065.9
550.0
2,736.4
52.3
584.8
Total ........................................................................................................................... $
7,491.4 $
7,195.7 $ 10,311.3
VMO2 JV (U.K.) (c) .................................................................................................... $ 13,574.1 $ 12,857.2 $
VodafoneZiggo JV (Netherlands) ................................................................................ $
4,284.6 $
_______________
4,450.5 $
8,522.9
4,824.2
(a) Amount represents the revenue of the U.K. JV Entities through the June 1, 2021 closing of the U.K. JV Transaction.
(b) Revenue from our other geographic segments relates to (i) our Central functions, most of which are located in the
Netherlands and the U.K., and (ii) certain other operations at Telenet, primarily in the U.S. and Luxembourg.
(c)
The 2021 amount represents the revenue of the VMO2 JV for the period beginning June 1, 2021.
The long-lived assets of our geographic segments are set forth below:
December 31,
2023
2022 (a)
in millions
Switzerland .......................................................................................................................................... $ 11,604.0 $ 10,950.4
Belgium ...............................................................................................................................................
5,779.0
Ireland .................................................................................................................................................
Slovakia ...............................................................................................................................................
Other (b) ..............................................................................................................................................
Intersegment eliminations ...................................................................................................................
(94.0)
Total ................................................................................................................................................ $ 19,893.8 $ 18,166.0
(118.9) $
7,087.6
600.9
118.2
116.5
270.9
813.2
932.0
VMO2 JV (U.K.) ................................................................................................................................ $ 39,073.2 $ 41,087.5
VodafoneZiggo JV (Netherlands) ....................................................................................................... $ 17,725.3 $ 17,845.3
_______________
(a)
Amounts have been revised, as applicable, to reflect the retrospective impact of the Tech Framework, as described
above.
II-122
LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2023, 2022 and 2021
(b)
Primarily relates to certain long-lived assets associated with (i) our Central functions located in the Netherlands, the U.K.
and the U.S. and (ii) certain other operations at Telenet, primarily in the U.S. and Luxembourg.
II-123
PART III
The capitalized terms used in Part III of this Annual Report on Form 10-K are defined in the notes to our consolidated
financial statements. In the following text, the terms, “we,” “our,” “our company” and “us” may refer, as the context requires, to
Liberty Global or collectively to Liberty Global and its subsidiaries.
Except as indicated below, the following required information is incorporated by reference to our definitive proxy
statement for our 2024 Annual Meeting of Shareholders, which we intend to hold during the second quarter of 2024.
Item 10.
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Item 11.
EXECUTIVE COMPENSATION
Item 12.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
AND RELATED STOCKHOLDER MATTERS
The information required by Item 201(d) of Regulation S-K is included below and accordingly
will not be incorporated by reference to our definitive proxy statement.
Item 13.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE
Item 14.
PRINCIPAL ACCOUNTANT FEES AND SERVICES
Our independent registered public accounting firm is KPMG LLP, Denver, CO
Auditor Firm ID: 185
We intend to file our definitive proxy statement for our 2024 Annual Meeting of Shareholders with the Securities and
Exchange Commission on or before April 28, 2024.
III-1
Item 12.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED SHAREHOLDER MATTERS
Securities Authorized for Issuance Under Equity Compensation Plans
The following table sets forth information as of December 31, 2023 with respect to our common shares that are authorized
for issuance under our equity compensation plans.
Equity Compensation Plan Information
Plan Category
Equity compensation plans approved by security holders:
Liberty Global 2023 Incentive Plan (3):
Number of
securities to be
issued upon
exercise of
outstanding
options, warrants
and rights (1)(2)
Weighted average
exercise price of
outstanding
options, warrants
and rights (1)(2)
Number of
securities
available for
future issuance
under equity
compensation
plans (excluding
securities reflected
in the first column)
40,245,318
Liberty Global Class A common shares .....................................
Liberty Global Class C common shares .....................................
37,018 $
74,036 $
Liberty Global 2014 Incentive Plan (4):
Liberty Global Class A common shares .....................................
Liberty Global Class C common shares .....................................
24,754,389 $
56,013,129 $
Liberty Global 2014 Nonemployee Director Incentive Plan (4):
Liberty Global Class A common shares .....................................
Liberty Global Class C common shares .....................................
622,177 $
2,704,039 $
VM Incentive Plan (5):
Liberty Global Class A common shares .....................................
Liberty Global Class C common shares .....................................
— $
4,127 $
Equity compensation plans not approved by security holders:
None ...............................................................................................
—
Totals:
Total common shares available for issuance ..................................
Liberty Global Class A common shares ........................................
Liberty Global Class C common shares .........................................
25,413,584
58,795,331
_______________
19.03
20.13
26.22
25.53
28.87
24.79
—
24.18
—
40,245,318
(1)
(2)
(3)
This table includes (i) SARs and PSARs with respect to 21,453,431 and 3,337,976 Liberty Global Class A shares,
respectively, and 49,552,860 and 6,534,305 Liberty Global Class C common shares, respectively. Upon exercise, the
appreciation of a SAR, which is the difference between the base price of the SAR and the then-market value of the
respective underlying class of common shares or in certain cases, if lower, a specified price, may be paid in shares of the
applicable class of common shares. Based upon the respective market prices of Liberty Global Class A and Class C
common shares at December 31, 2023 and excluding any related tax effects, 312,707 and 1,200,892 Liberty Global Class
A and Liberty Global Class C common shares, respectively, would have been issued if all outstanding and in-the-money
SARs had been exercised on December 31, 2023. For further information, see note 15 to our consolidated financial
statements.
In addition to the option, SAR and PSAR information included in this table, there are outstanding RSU and PSU awards
under the various incentive plans with respect to an aggregate of 2,905,627 and 6,232,097, Liberty Global Class A and
Liberty Global Class C common shares, respectively.
The Liberty Global 2023 Incentive Plan permits grants of, or with respect to, Liberty Global Class A, Class B, or Class C
common shares subject to a single aggregate limit of 43,284,342 shares, subject to anti-dilution adjustments. As of
III-2
December 31, 2023, an aggregate of 40,245,318 common shares were available for issuance pursuant to the incentive
plan. For further information, see note 15 to our consolidated financial statements.
On June 14, 2023, our shareholders approved the Liberty Global 2023 Incentive Plan and, accordingly, no further awards
will be granted under the Liberty Global 2014 Incentive Plan or the Liberty Global 2014 Nonemployee Director
Incentive Plan.
On January 30, 2014, our shareholders approved the 2014 Incentive Plans and, accordingly, no further awards were
granted under the VM Incentive Plan. The outstanding options under the VM Incentive Plan expired on January 1, 2024.
(4)
(5)
III-3
Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
(a) (1) FINANCIAL STATEMENTS
PART IV
The financial statements required under this Item begin on page II-42 of this Annual Report on Form 10-K.
(a) (2) FINANCIAL STATEMENT SCHEDULES
The financial statement schedules required under this Item are as follows:
Schedule I - Condensed Financial Information of Registrant (Parent Company Information):
Liberty Global Ltd. Condensed Balance Sheet as of December 31, 2023 (Parent Company Only) ..........................
Liberty Global Ltd. Condensed Statement of Operations for the period from November 23, 2023 to December
31, 2023 (Parent Company Only) ...........................................................................................................................
IV-9
IV-10
Liberty Global Ltd. Condensed Statement of Cash Flows for the period from November 23, 2023 to December
31, 2023 (Parent Company Only) ...........................................................................................................................
IV-11
Liberty Global plc Condensed Balance Sheet as of December 31, 2022 (Parent Company Only) ............................
Liberty Global plc Condensed Statements of Operations for the period from January 1, 2023 to November 22,
2023 and the years ended December 31, 2022 and 2021 (Parent Company Only) ................................................
IV-12
IV-13
Liberty Global plc Condensed Statements of Cash Flows for the period from January 1, 2023 to November 22,
2023 and the years ended December 31, 2022 and 2021 (Parent Company Only) ................................................
IV-14
Schedule II - Valuation and Qualifying Accounts ...........................................................................................................
IV-15
(a) (3) EXHIBITS
Listed below are the exhibits filed as part of this Annual Report on Form 10-K (according to the number assigned to them
in Item 601 of Regulation S-K). Each reference to the Registrant includes the Registrant’s predecessors, as applicable.
2 -- Plan of Acquisition, Reorganization, Arrangement, Liquidation or Succession:
2.1 Amended Sale and Purchase Agreement, dated as of May 9, 2018, as amended, by and among Liberty Global plc
and Vodafone Group plc and certain of their respective subsidiaries (incorporated by reference to Exhibit 2.1 to the
Registrant’s Current Report on Form 8-K filed August 5, 2019 (File No. 001-35961)).***
2.2 Contribution Agreement, dated May 7, 2020, by and among Liberty Global plc, Liberty Global Europe 2 Limited,
Liberty Global Holdco Limited, Telefónica, S.A., and Telefonica O2 Holdings Limited (incorporated by reference
to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed May 13, 2020 (File No. 001-35961)).***
2.3 Transaction Agreement, dated as of August 12, 2020 between Liberty Global plc and Sunrise Communications
Group AG (incorporated by reference to Exhibit 2.1 to the Registrant’s Quarterly Report on Form 10-Q filed
November 4, 2020 (File No. 001-35961)).
2.4 Sale and Purchase Agreement, dated as of September 22, 2021, by and among Liberty Global plc , UPC Poland
Holding B.V., P4 sp.z o.o. and Iliad S.A. (incorporated by reference to Exhibit 2.1 to the Registrant’s Current
Report on Form 8-K filed September 23, 2021 (File No. 001-35961)).***
3 -- Articles of Incorporation and Bylaws:
3.1 Bye-Laws of Liberty Global Ltd., adopted on November 23, 2023 (incorporated by reference to Exhibit 3.1 to the
Registrant’s Current Report on Form 8-K filed November 24, 2023 (File No. 001-35961)).
4 -- Instruments Defining the Rights of Securities Holders, including Indentures:
4.1 Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of
1934.*
Borrowing Obligations of UPC group
4.2 Amended Credit Agreement to Senior Secured Credit Facility Agreement originally dated January 16, 2004, dated
November 29, 2017, among UPC Broadband Holding B.V. (UPC Broadband Holding) as Borrower, The Bank of
Nova Scotia, as Facility Agent, the Guarantors listed therein, the Security Agent and the bank and financial
institutions acceding thereto from time to time (the UPC Broadband Holding Bank Facility) (incorporated by
reference to Schedule 2 of Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed December 5, 2017
(File No. 001-35961)(the December 2017 8-K)).
IV-1
4.3 Supplemental Deed dated November 29, 2017, between UPC Broadband Holding, as Obligor, and the Bank of
Nova Scotia, as Facility Agent and Security Agent, which is supplemental to and amends the UPC Broadband
Holding Bank Facility (incorporated by reference to Exhibit 4.1 to the December 2017 8-K).
4.4 Additional Facility AQ Accession Agreement dated June 21, 2017 and entered into between, among others, UPC
Financing and UPC Broadband Holding as borrowers and The Bank of Nova Scotia as Facility Agent and Security
Agent and the financial institutions listed therein as Additional Facility AQ Lenders under the UPC Broadband
Holding Bank Facility (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K
filed June 27, 2017 (File No. 001-35961)).
4.5 Additional Facility AT Accession Agreement dated January 31, 2020 and entered into between, among others,
UPC Financing Partnership as the Borrower and The Bank of Nova Scotia as the Facility Agent (incorporated by
reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed February 6, 2020 (File No.
001-35961) (the February 6, 2020 8-K).
4.6 Additional Facility AU Accession Agreement dated January 31, 2020 and entered into between, among others,
UPC Broadband Holding B.V. as the Borrower and The Bank of Nova Scotia as the Facility Agent (incorporated
by reference to Exhibit 4.2 to the February 6, 2020 8-K).
4.7 Supplemental Deed dated April 23, 2020 between, among others, UPC Broadband Holding B.V. as Obligors’
Agent and The Bank of Nova Scotia as facility agent and security agent and, attached as a schedule thereto, a copy
of the Amended Senior Facilities Agreement dated April 23, 2020 between, among others, UPC Broadband
Holding B.V. as borrower and The Bank of Nova Scotia as facility agent and security agent (incorporated by
reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed April 29, 2020 (File No.
001-35961)).
4.8 Amended Credit Agreement dated April 12, 2021 and entered into between, among others, UPC Broadband and
Upsizing Revolving Facility lenders (named therein) and The Bank of Nova Scotia as the Facility Agent and
Security Agent (incorporated by reference to Exhibit 4.3 to the April 16, 2021 8-K).
4.9 Additional Facility AX Accession Agreement dated April 20, 2021 and entered into between, among others, UPC
Financing Partnership as the Borrower and The Bank of Nova Scotia as the Facility Agent (incorporated by
reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed April 26, 2021 (File no. 001-35961)
(the April 26, 2021 8-K).
4.10 Additional Facility AY Accession Agreement dated April 20, 2021 and entered into between, among others, UPC
Broadband Holding B.V. as the Borrower and The Bank of Nova Scotia as the Facility Agent (incorporated by
reference to Exhibit 4.2 to the April 26, 2021 8-K).
4.11 Additional Facility AZ Accession Agreement dated April 21, 2021 and entered into between, among others, UPC
Broadband Holding B.V. as the Company, UPC Financing Partnership as the Borrower, The Bank of Nova Scotia
as the Facility Agent and UPC Broadband Finco B.V. as the Additional Facility AZ Lender (incorporated by
reference to Exhibit 4.3 to the April 26, 2021 8-K).
4.12 Supplemental Deed dated May 23, 2022 between, among others, UPC Broadband Holding B.V. as Obligors’ Agent
and The Bank of Nova Scotia as Facility Agent and Security Agent and, attached, as a schedule thereto, a copy of
the Amended Senior Facilities Agreement dated May 23, 2022 between, among others, UPC Broadband Holding
B.V. as Borrower and The Bank of Nova Scotia as Facility Agent and Security Agent (Incorporated by reference to
Exhibit 4.1 to the Registrant's Current report on Form 8-K filed May 25, 2022 (File No. 001-35961)).
4.13 Supplemental Deed dated June 29, 2023 between, among others, UPC Broadband Holding B.V. as obligors’ agent
and The Bank of Nova Scotia as facility agent and security agent and, attached, as a schedule thereto, a copy of the
Amended Senior Facilities Agreement dated June 29, 2023 between, among others, UPC Broadband Holding B.V.
as borrower and The Bank of Nova Scotia as facility agent and security agent (Incorporated by reference to Exhibit
4.1 to the Registrant's Current report on Form 8-K filed July 6, 2023 (File No. 001-35961)).
4.14 Supplemental Deed dated December 22, 2023 between, among others, UPC Broadband Holding B.V. as Obligors’
Agent and The Bank of Nova Scotia as Facility Agent and Security Agent and, attached, as a schedule thereto, a
copy of the Amended Senior Facilities Agreement dated December 22, 2023 between among others UPC
Broadband Holding B.V. as borrower and The Bank of Nova Scotia as Facility Agent and Security Agent
(Incorporated by reference to Exhibit 4.1 to the Registrant’s Current report on Form 8-K filed December 26, 2023
(File No. 001-35961)).
Borrowing Obligations of Telenet Group
4.15 Indenture dated December 13, 2017 between Telenet Finance Luxembourg Notes S.a.r.l., The Bank of New York
Mellon, London Branch, as Trustee and Security Trustee and The Bank of New York Mellon SA/NV, Luxembourg
Branch, as Transfer Agent and Registrar (incorporated by reference to Exhibit 4.4 to the Registrant’s Current
Report on Form 8-K filed December 18, 2017 (File No. 000.35961)(the December 2017 8-K/A)).
4.16 Additional Facility AJ Accession Agreement dated December 13, 2017 and entered into between, among others,
Telenet International Finance S.a.r.l. as the Borrower, Telenet Financing USD LLC as a Guarantor, The Bank of
Nova Scotia as Facility Agent and KBC Bank NV as Security Agent (incorporated by reference to Exhibit 4.5 to
the December 2017 8-K/A).
IV-2
4.17 Additional Facility AK Accession Agreement dated December 13, 2017 and entered into between, among others,
Telenet International Finance S.a.r.l. as the Borrower, Telenet Financing USD LLC as a Guarantor, The Bank of
Nova Scotia as Facility Agent and KBC Bank NV as Security Agent (incorporated by reference to Exhibit 4.6 to
the December 2017 8-K/A).
4.18 Telenet Supplemental Agreement (Credit Agreement) dated November 16, 2018 between among others, Telenet
BVBA as the company, The Bank of Nova Scotia as facility agent and KBC Bank NV as security agent
(incorporated by reference to Exhibit 4.1 to the November 2018 8-K ).
4.19 Additional Facility AR Accession Agreement dated January 24, 2020 and entered into between, among others,
Telenet Financing USD LLC as the Borrower, Telenet BVBA as a Guarantor and The Bank of Nova Scotia as the
Facility Agent (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed
January 30, 2020 (File No. 001-35961) (the January 30, 2020 8-K)).
4.20 Additional Facility AQ Accession Agreement dated January 24, 2020 and entered into between, among others,
Telenet International Finance S.à r.l. as the Borrower, Telenet BVBA as a Guarantor and The Bank of Nova Scotia
as the Facility Agent (incorporated by reference to Exhibit 4.2 to the January 30, 2020 8-K).
4.21 Supplemental Agreement dated April 6, 2020 between, among others, Telenet BV as company, The Bank of Nova
Scotia as facility agent and KBC Bank NV as security agent and attached as a schedule thereto, a copy of the
Amended and Restated Credit Agreement dated April 6, 2020, between, among others, Telenet BV as original
borrower and The Bank of Nova Scotia as facility agent and KBC Bank NV as security agent (incorporated by
reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed April 10, 2020 (File No.
001-35961)).
4.22 Supplemental Agreement dated June 30, 2023 between, among others, Telenet BV as company, The Bank of Nova
Scotia as facility agent and KBC Bank NV as security agent and attached as a schedule thereto, a copy of the
Amended and Restated Credit Agreement dated June 30, 2023, between, among others, Telenet BV as original
borrower and The Bank of Nova Scotia as facility agent and KBC Bank NV as security agent. (Incorporated by
reference to Exhibit 4.1 to the Registrant's Current report on Form 8-K filed July 6, 2023 (File No. 001-35961)).
Borrowing Obligations of Virgin Media group
4.23 Additional L Facility Accession Deed dated November 10, 2017, between Virgin Media Investment Holdings
Limited as the Company, Virgin Media SFA Finance Limited as the Borrower, The Bank of Nova Scotia as the
Facility Agent and The Bank of Nova Scotia as Additional L Facility Lender under the VMF Senior Facilities
Agreement (incorporated by reference to Exhibit 4.2 to the November 2017 8-K).
4.24 Additional M Facility Accession Deed dated November 10, 2017, between Virgin Media Investment Holdings
Limited as the Company, Virgin Media SFA Finance Limited as the Borrower, The Bank of Nova Scotia as the
Facility Agent and The Bank of Nova Scotia as Additional M Facility Lender under the VMF Senior Facilities
Agreement (incorporated by reference to Exhibit 4.3 to the November 2017 8-K).
4.25 Additional N Facility Accession Deed dated October 4, 2019, between Virgin Media Investment Holdings Limited
as the Company, Virgin Media Bristol LLC as the Borrower, The Bank of Nova Scotia as the Facility Agent and
The Bank of Nova Scotia as Additional N Facility Lender (incorporated by reference to Exhibit 4.1 to the
Registrant’s Current Report on Form 8-K filed October 10, 2019 (File No. 001-35961) (the October 10, 2019 8-
K)).
4.26 Additional O Facility Accession Deed dated October 4, 2019, between Virgin Media Investment Holdings Limited
as the Company, Virgin Media SFA Finance Limited as the Facility O Borrower, The Bank of Nova Scotia as the
Facility Agent and The Bank of Nova Scotia as Additional O Facility Lender (incorporated by reference to Exhibit
4.2 to the October 10, 2019 8-K).
4.27 Indenture dated May 16, 2019, among Virgin Media Secured Finance PLC, as Issuer, BNY Mellon Corporate
Trustee Services Limited as Trustee, The Bank of New York Mellon, London Branch, as Principal Paying Agent
and The Bank of New York Mellon SA/NV, Luxembourg Branch, as Registrar and Transfer Agent (incorporated
by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K/A filed May 17, 2019 (File No.
001-35961)).
4.28 Supplemental Indenture, dated as of July 5, 2019, between Virgin Media Secured Finance PLC as Issuer and BNY
Mellon Corporate Trustee Services Limited as Trustee, to the Indenture dated May 16, 2019 for 5.50% Senior
Secured Notes and 5.25% Senior Secured Notes, each due 2029 (incorporated by reference to Exhibit 4.1 to the
Registrant’s Current Report on Form 8-K filed July 9, 2019 (File No. 001-35961)).
4.29 Amendment and Restatement Agreement dated December 9, 2019 between Virgin Media Investment Holdings
Limited (for itself and as agent on behalf of the other obligors) and The Bank of Nova Scotia (as facility agent),
and attached as a schedule thereto, a copy of the Senior Facilities Agreement, originally dated June 7, 2013,
between, among others, Virgin Media Investment Holdings Limited as a borrower and a guarantor, The Bank of
Nova Scotia as facility agent and Deutsche Bank AG, London Branch as security trustee as amended and restated
by the Amendment and Restatement Agreement (incorporated by reference to Exhibit 4.1 to the Registrant’s
Current Report on Form 8-K filed December 13, 2019 (File No. 001-35961)).
4.30 Additional Facility Q Accession Deed dated September 11, 2020 and entered into between Virgin Media
Investment Holdings Limited as the Company, Virgin Media Bristol LLC as Borrower, The Bank of Nova Scotia
as the Facility Agent and the Additional Facility Q Lenders (as defined therein) (incorporated by reference to
Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed September 16, 2020 (the September 16, 2020 8-
K)).
IV-3
4.31 Additional Facility R Accession Deed dated September 11, 2020 and entered into between Virgin Media
Investment Holdings Limited as the Company, VMED O2 UK Holdco 4 Limited as Borrower, The Bank of Nova
Scotia as the Facility Agent and the Additional Facility R Lenders (as defined therein) (incorporated by reference
to Exhibit 4.2 to the September 16, 2020 8-K ).
4.32 Additional Facility S Accession Deed dated September 24, 2020 and entered into between Virgin Media
Investment Holdings Limited as the Company, VMED O2 UK Holdco 4 Limited as Borrower, The Bank of Nova
Scotia as the Facility Agent and VMED O2 UK Financing I plc as the Additional Facility S Lender (incorporated
by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed September 30, 2020 (the
September 30, 2020 8-K)).
4.33 Additional Facility T Accession Deed dated September 24, 2020 and entered into between Virgin Media
Investment Holdings Limited as the Company, VMED O2 UK Holdco 4 Limited as Borrower, The Bank of Nova
Scotia as the Facility Agent and VMED O2 UK Financing I plc as the Additional Facility T Lender (incorporated
by reference to Exhibit 4.2 to the September 30, 2020 8-K).
4.34 Additional Facility U Accession Deed dated September 24, 2020 and entered into between Virgin Media
Investment Holdings Limited as the Company, VMED O2 UK Holdco 4 Limited as Borrower, The Bank of Nova
Scotia as the Facility Agent and VMED O2 UK Financing I plc as the Additional Facility U Lender (incorporated
by reference to Exhibit 4.3 to the September 30, 2020 8-K).
The Registrant undertakes to furnish to the Securities and Exchange Commission, upon request, a copy of all
instruments with respect to long-term debt not filed herewith.
10 -- Material Contracts:
Compensatory Plans or Arrangements
10.1 Deed of Assumption of Liberty Global Ltd. (f/k/a Liberty Global plc), dated June 7, 2013 (incorporated by
reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed June 7, 2013 (File No. 001-35961).
10.2+ Deferred Compensation Plan (adopted effective December 15, 2008; Amended and Restated as of October 26,
2015)(incorporated by reference to Exhibit 10.29 to the Registrant’s Annual Report on Form 10-K filed February
16, 2016 (File No. 001-35961)).
10.3+ Nonemployee Director Deferred Compensation Plan (Amended and Restated Effective December 11,
2015)(incorporated by reference to Exhibit 10.30 to the Registrant’s Annual Report on Form 10-K filed February
16, 2016 (File No. 001-35961) ).
10.4+ Liberty Global 2014 Incentive Plan (Amended and Restated effective November 24, 2023) (incorporated by
reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed November 24, 2023 (File No.
001-35961)).
10.5+ Form of Share Appreciation Rights Agreement between the Registrant and its Chief Executive Officer under the
Liberty Global 2014 Incentive Plan (incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report
on Form 10-Q filed August 4, 2016 (File No. 001-35961)).
10.6+ Form of Performance Share Units Agreement for executive officers under the Liberty Global 2014 Incentive Plan
(incorporated by reference to Exhibit 10.16 to the Registrant’s Annual Report on Form 10-K filed February 27,
2019 and Amended on Form 10-K/A filed March 27, 2019 (File No. 001-35961)).
10.7+ Form of Performance Share Appreciation Rights Agreement under the Liberty Global 2014 Incentive Plan
(incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q filed August 8, 2019
(File No. 001-35961)).
10.8+ Form of Performance Restricted Share Units Agreement (SHIP) under the Liberty Global 2014 Incentive Plan
(incorporated by reference to Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q filed August 8, 2019
(File No. 001-35961)).
10.9+ Form of Share Appreciation Rights Agreement under the Liberty Global 2014 Incentive Plan (incorporated by
reference to Exhibit 10.5 to the Registrant’s Quarterly Report on Form 10-Q filed August 8, 2019 (File No.
001-35961)).
10.10+ Form of Performance Share Units Agreement under the Liberty Global 2014 Incentive Plan (incorporated by
reference to Exhibit 10.7 to the Registrant’s Quarterly Report on Form 10-Q filed August 8, 2019 (File No.
001-35961)).
10.11+ Form of Performance Share Units Agreement between the Registrant and its Chief Executive Officer under the
Liberty Global 2014 Incentive Plan (incorporated by reference to Exhibit 10.8 to the Registrant’s Quarterly Report
on Form 10-Q filed August 8, 2019 (File No. 001-35961)).
10.12+ Form of Share Appreciation Rights Agreement between the Registrant and its Chief Executive Officer under the
Liberty Global 2014 Incentive Plan (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report
on Form 10-Q filed November 6, 2019 (File No. 001-35961)).
10.13+ Form of Performance Share Appreciation Rights Agreement between the Registrant and its Chief Executive
Officer under the Liberty Global 2014 Incentive Plan (incorporated by reference to Exhibit 10.2 to the Registrant’s
Quarterly Report on Form 10-Q filed November 6, 2019 (File No. 001-35961)).
IV-4
10.14+ Form of Restricted Share Units Agreement (SHIP) under the Liberty Global 2014 Incentive Plan (incorporated by
reference to Exhibit 10.6 to the Registrant’s Quarterly Report on Form 10-Q filed November 6, 2019 (File No.
001-35961)).
10.15+ Form of Restricted Share Units Agreement under the Liberty Global 2014 Incentive Plan (incorporated by
reference to Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q filed November 6, 2019 (File No.
001-35961)).
10.16+ Form of Performance Restricted Share Units Agreement under the Liberty Global 2014 Incentive Plan
(incorporated by reference to Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q filed November 6,
2019 (File No. 001-35961)).
10.17+ Form of Performance Restricted Share Units Agreement between Registrant and its Chief Executive Officer under
the Liberty Global 2014 Incentive Plan (incorporated by reference to Exhibit 10.5 to the Registrant’s Quarterly
Report on Form 10-Q filed November 6, 2019 (File No. 001-35961)).
10.18+ Liberty Global 2020 Annual Performance Award Program for executive officers under the Liberty Global 2014
Incentive Plan (description of said plan is incorporated by reference to the description thereof included in Item
5.02(e) of the Registrant’s Current Report on Form 8-K filed April 3, 2020 (File No. 001-35961)).
10.19+ Liberty Global 2020 Long-Term Equity Incentive Program for executive officers under the Liberty Global 2014
Incentive Plan (description of said plan is incorporated by reference to the description thereof included in Item
5.02(e) of the Registrant’s Current Report on Form 8-K filed April 3, 2020 (File No. 001-35961)).
10.20+ Liberty Global 2021 Long-Term Equity Incentive Program for executive officers under the Liberty Global 2014
Incentive Plan (description of said plan is incorporated by reference to the description thereof included in Item
5.02(e) of Registrant’s Current Report on Form 8-K filed April 15, 2021 (File No. 001-35961)).
10.21+ Liberty Global Compensation Policy for Nonemployee Directors effective June 14, 2023 (incorporated by
reference to Appendix A to the Registrant’s Proxy Statement on Schedule 14A filed April 28, 2023 (File No.
001-35961)).
10.22+ Liberty Global 2014 Nonemployee Director Incentive Plan (Amended and Restated effective November 24, 2023)
(incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed November 24,
2023 (File No. 001-35961)).
10.23+ Form of Non-Qualified Share Option Agreement under the Liberty Global 2014 Nonemployee Director Incentive
Plan (incorporated by reference to Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q filed August 5,
2014 (File No. 001-35961)).
10.24+ Form of Restricted Share Units Agreement under the Liberty Global 2014 Nonemployee Director Incentive Plan
(incorporated by reference to Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q filed August 5, 2014
(File No. 001-35961)).
10.25+ Liberty Global 2023 Incentive Plan (Amended and Restated effective November 24, 2023) (incorporated by
reference to Exhibit 10.4 to the Registrant’s Current Report on Form 8-K filed November 24, 2023 (File No.
001-35961)).
10.26+ Form of Share Appreciation Rights Agreement under the Liberty Global 2023 Incentive Plan (incorporated by
reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q filed July 24, 2023 (File No.
001-35961)).
10.27+ Form of Restricted Share Units Agreement (3-year vesting) under the Liberty Global 2023 Incentive Plan
(incorporated by reference to Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q filed July 24, 2023
(File No. 001-35961)).
10.28+ Form of Restricted Share Units Agreement (4-year vesting) under the Liberty Global 2023 Incentive Plan
(incorporated by reference to Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q filed July 24, 2023
(File No. 001-35961)).
10.29+ Form of Non-Qualified Share Option Agreement under the Liberty Global 2023 Incentive Plan (incorporated by
reference to Exhibit 10.5 to the Registrant’s Quarterly Report on Form 10-Q filed July 24, 2023 (File No.
001-35961)).
10.30+ Form of Non-Executive Director Restricted Share Units Agreement under the Liberty Global 2023 Incentive Plan
(incorporated by reference to Exhibit 10.6 to the Registrant’s Quarterly Report on Form 10-Q filed July 24, 2023
(File No. 001-35961)).
Employment Agreements
10.31+ Executive Service Agreement, dated December 15, 2004, between UPC Services Limited and Charles Bracken
(incorporated by reference to Exhibit 10.36 to the Registrant’s Annual Report on Form 10-K filed February 24,
2010 (File No. 000-51360)).
10.32+ Employment Agreement, dated May 19, 2005, by and between Liberty Global Europe Limited (f/k/a UGC Europe
Services Ltd.) and Andrea Salvato, assigned by Liberty Global Europe Limited to Liberty Global Holdings Limited
(f/k/a Liberty Global plc) on November 1, 2013 (incorporated by reference to Exhibit 10.3 to the Registrant’s
Quarterly Report on Form 10-Q filed August 3, 2020 (File No. 001-35961)).
IV-5
10.33+ Employment Agreement dated as of June 28, 2018, between Liberty Global, Inc. and Enrique Rodriguez
(incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed August 8, 2018
(File No. 001-35961)).
10.34+ Amended and Restated Employment Agreement dated as of April 30, 2019, by and among the Liberty Global
Holdings Limited (f/k/a Liberty Global plc), Liberty Global Inc. and Michael T. Fries (incorporated by reference to
Exhibit 10.9 to the Registrant’s Quarterly Report on Form 10-Q filed August 8, 2019 (File No. 001-35961)).
10.35+ Employment Agreement, dated May 21, 2020, by and between Liberty Global, Inc. and Bryan H. Hall
(incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q filed August 3, 2020
(File No. 001-35961)).
Shareholder Agreements
10.36 Shareholders’ Agreement, dated December 31, 2016, by and among, Vodafone International Holdings B.V.,
Vodafone Group Plc, Liberty Global Europe Holding B.V., the Registrant and Lynx Global Europe II B.V.
(incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed January 6, 2017
(File No. 001-35961)).
10.37 Shareholders Agreement, dated June 1, 2021, by and among Liberty Global Ltd. (f/k/a Liberty Global plc), Liberty
Global Europe 2 Limited, Liberty Global Holdco Limited, Telefonica, S.A. and Telefonica O2 Holdings Limited
(incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed June 4, 2021 (File
No. 001-35961)).
Other Agreements and Policies
10.38+ Form of Indemnification Agreement (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report
on Form 8-K 12B filed November 24, 2023 (File No. 001-35961)).
10.39+ Form of Aircraft Time Sharing Agreement (7X) (incorporated by reference to Exhibit 10.29 to the Registrant’s
Annual Report on Form 10-K filed February 13, 2013 (File No. 000-51360)).
10.40+ Personal Usage of Aircraft Policy, restated June 7, 2013 (incorporated by reference to Exhibit 10.31 to the
Registrant’s Annual Report on Form 10-K filed February 16, 2016 (File No. 001-35961)).
21 -- List of Subsidiaries*
23 -- Consent of Experts and Counsel:
23.1 Consent of KPMG LLP*
31 -- Rule 13a-14(a)/15d-14(a) Certification:
31.1 Certification of President and Chief Executive Officer*
31.2 Certification of Executive Vice President and Chief Financial Officer (Principal Financial Officer)*
32 -- Section 1350 Certification **
97 -- Policy relating to recovery of erroneously awarded compensation, as required by applicable listing standards adopted
pursuant to 17 CFR 240.10D-1:
97.1 Liberty Global Ltd. Compensation Recovery Policy*
101.SCH Inline XBRL Taxonomy Extension Schema Document*
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document*
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase*
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document*
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document*
104
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)*
_______________
*
**
***
Filed herewith
Furnished herewith
Schedules and similar attachments to the agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K.
The Registrant hereby undertakes to furnish supplemental copies of any of the omitted schedules and similar
attachments upon request by the United States Securities and Exchange Commission
+
This document has been identified as a management contract or compensatory plan or arrangement.
IV-6
Item 16. FORM 10-K SUMMARY
None.
IV-7
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused
this report to be signed on its behalf by the undersigned, thereunto duly authorized.
SIGNATURES
Dated: February 15, 2024
LIBERTY GLOBAL LTD.
/s/ BRYAN H. HALL
Bryan H. Hall
Executive Vice President, General Counsel and Secretary
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following
persons on behalf of the Registrant and in the capacities and on the date indicated.
Signature
Title
Date
/s/ JOHN C. MALONE
John C. Malone
/s/ MICHAEL T. FRIES
Michael T. Fries
/s/ ANDREW J. COLE
Andrew J. Cole
/s/ MIRANDA CURTIS
Miranda Curtis
/s/ MARISA D. DREW
Marisa D. Drew
/s/ PAUL A. GOULD
Paul A. Gould
/s/ RICHARD R. GREEN
Richard R. Green
/s/ LARRY E. ROMRELL
Larry E. Romrell
/s/ DANIEL E. SANCHEZ
Daniel E. Sanchez
/s/ J. DAVID WARGO
J. David Wargo
/s/ ANTHONY G. WERNER
Anthony G. Werner
/s/ CHARLES H.R. BRACKEN
Charles H.R. Bracken
/s/ JASON WALDRON
Jason Waldron
Chairman of the Board
February 15, 2024
President, Chief Executive Officer and Director
February 15, 2024
Director
Director
Director
Director
Director
Director
Director
Director
Director
February 15, 2024
February 15, 2024
February 15, 2024
February 15, 2024
February 15, 2024
February 15, 2024
February 15, 2024
February 15, 2024
February 15, 2024
Executive Vice President and Chief Financial Officer
February 15, 2024
Senior Vice President and Chief Accounting Officer
February 15, 2024
IV-8