grepcent / static financial knowledge base

Liberty Global Ltd. (LBTYA)

CIK: 0001570585. SIC: 4841 Cable & Other Pay Television Services. Latest 10-K as of: 2026-02-18.

SIC breadcrumb: Transportation, Communications, Electric, Gas, And Sanitary Services > Communications > SIC 4841 Cable & Other Pay Television Services

SEC company page: https://www.sec.gov/edgar/browse/?CIK=1570585. Latest filing source: 0001570585-26-000014.

Informational only - descriptive public-record data, not investment advice.

Business

Read LBTYA's verbatim Item 1 Business section from its latest 10-K: Business.

Risk Factors

Read LBTYA's verbatim Item 1A Risk Factors from its latest 10-K: Risk Factors.

Selected Fundamentals

MetricValueUnitFYFiled
Revenue4,878,500,000USD20252026-02-18
Net income-7,138,100,000USD20252026-02-18
Assets22,595,900,000USD20252026-02-18

Financials

Annual standardized facts from SEC companyfacts as of latest extracted filing date 2026-02-18. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001570585.json. Derived margins, ratios, and free cash flow are computed from the extracted annual SEC facts.

Download these verified figures (annual + quarterly, with per-value filing provenance): JSON · CSV

Flow metrics use full-year FY periods from 10-K/10-K/A filings; balance-sheet metrics use FY-end instants. Free cash flow = operating cash flow - capital expenditures. Missing metrics are omitted rather than fabricated.

Metric2016201720182019202020212022202320242025
Revenue11,957,900,00011,545,400,0004,017,500,0004,115,800,0004,341,900,0004,878,500,000
Net income1,705,300,000-2,778,100,000725,300,00011,521,400,000-1,628,000,00013,426,800,0001,473,200,000-4,051,700,0001,588,000,000-7,138,100,000
Operating income1,570,100,000792,400,000839,100,000659,900,0002,030,900,0001,320,300,000109,900,000-313,800,000-60,100,000-23,300,000
Diluted EPS16.32-2.7023.592.96-9.524.23-20.86
Operating cash flow5,940,900,0005,708,000,0005,963,100,0004,585,400,0004,185,800,0003,549,000,0002,837,800,0002,165,900,0002,032,900,0001,211,100,000
Capital expenditures1,539,900,0001,250,000,0001,453,000,0001,168,200,0001,292,800,0001,408,000,000891,300,000921,900,000908,500,0001,343,100,000
Share buybacks1,968,300,0002,976,200,0002,009,900,0003,219,400,0001,072,300,0001,580,400,0001,703,400,0001,494,700,000689,800,000192,100,000
Assets68,684,100,00057,596,800,00053,153,600,00049,046,300,00059,092,700,00046,917,000,00042,895,000,00042,087,900,00025,439,700,00022,595,900,000
Liabilities53,952,100,00051,203,800,00049,005,300,00035,847,700,00045,794,300,00021,319,000,00020,321,600,00023,080,500,00012,895,400,00012,650,100,000
Stockholders' equity13,761,300,0006,805,000,0004,681,400,00013,606,200,00013,662,600,00025,934,900,00022,436,400,00019,062,600,00012,365,900,0009,735,700,000
Cash and cash equivalents1,076,600,0001,672,400,0001,480,500,0008,142,400,0001,327,200,000910,600,0001,723,700,0001,410,100,0001,816,300,0002,081,400,000
Free cash flow4,401,000,0004,458,000,0004,510,100,0003,417,200,0002,893,000,0002,141,000,0001,946,500,0001,244,000,0001,124,400,000-132,000,000

Ratios

ROE and ROA use period-end equity/assets. Liabilities / equity uses total liabilities divided by stockholders' equity. Current ratio uses current assets divided by current liabilities when both are reported.

Metric2016201720182019202020212022202320242025
Net margin6.07%-14.10%36.67%-98.44%36.57%-146.32%
Operating margin7.02%17.59%2.74%-7.62%-1.38%-0.48%
Return on equity12.39%-40.82%15.49%84.68%-11.92%51.77%6.57%-21.25%12.84%-73.32%
Return on assets2.48%-4.82%1.36%23.49%-2.75%28.62%3.43%-9.63%6.24%-31.59%
Liabilities / equity3.927.5210.472.633.350.820.911.211.041.30
Current ratio0.730.430.401.221.291.451.611.301.051.08

Industry Peer Context

Each number-line places LBTYA against the min, median, and max of latest reported values among companies in the same SIC industry when at least three peers report that ratio.

Net margin peer context

LBTYA Net margin versus SIC peer range. Source: grepcent computed from latest SEC companyfacts ratios for SIC industry 4841; peer count 12.LBTYA Net margin versus SIC peer range. Source: grepcent computed from latest SEC companyfacts ratios for SIC industry 4841; peer count 12.12 SIC peersMin -146.3%Median 1.9%Max 92.6%LBTYA -146.3%

Operating margin peer context

LBTYA Operating margin versus SIC peer range. Source: grepcent computed from latest SEC companyfacts ratios for SIC industry 4841; peer count 12.LBTYA Operating margin versus SIC peer range. Source: grepcent computed from latest SEC companyfacts ratios for SIC industry 4841; peer count 12.12 SIC peersMin -33.2%Median 2.2%Max 39.5%LBTYA -0.5%

ROE peer context

LBTYA ROE versus SIC peer range. Source: grepcent computed from latest SEC companyfacts ratios for SIC industry 4841; peer count 11.LBTYA ROE versus SIC peer range. Source: grepcent computed from latest SEC companyfacts ratios for SIC industry 4841; peer count 11.11 SIC peersMin -110.0%Median 2.0%Max 31.1%LBTYA -73.3%

ROA peer context

LBTYA ROA versus SIC peer range. Source: grepcent computed from latest SEC companyfacts ratios for SIC industry 4841; peer count 13.LBTYA ROA versus SIC peer range. Source: grepcent computed from latest SEC companyfacts ratios for SIC industry 4841; peer count 13.13 SIC peersMin -31.6%Median 0.7%Max 110.9%LBTYA -31.6%

Financial Bridges

Waterfall figures reconcile reported SEC companyfacts components. Missing bridges are omitted when required components are not present for the same fiscal year.

Free cash flow = operating cash flow - capital expenditures

LBTYA FY2025 free cash flow bridge from reported figures.LBTYA FY2025 free cash flow bridge from reported figures.LBTYA free cash flow bridgeFY2025: operating cash flow less capital expendituresSource: SEC companyfacts FY2025.Free cash flow bridgeReported amount-$250.0M$0.0B$2.0B$1.2BOperating cash flow-$1.3BCapex-$132.0MFree cash flow

Figure provenance: SEC companyfacts FY 2025. Operating cash flow: accession 0001570585-26-000014; concept NetCashProvidedByUsedInOperatingActivities; source concepts us-gaap:NetCashProvidedByUsedInOperatingActivities | Capital expenditures: accession 0001570585-26-000014; concept PaymentsForCapitalImprovements; source concepts us-gaap:PaymentsForCapitalImprovements | Free cash flow: accession 0001570585-26-000014; concept NetCashProvidedByUsedInOperatingActivities - PaymentsForCapitalImprovements; source concepts us-gaap:NetCashProvidedByUsedInOperatingActivities; us-gaap:PaymentsForCapitalImprovements

Financial Charts

LBTYA revenue, last 5 periods. Source: SEC companyfacts FY2025.LBTYA revenue, last 5 periods. Source: SEC companyfacts FY2025.LBTYA RevenueLatest point: FY2025 = $4.9BSource: SEC companyfacts FY2025.Fiscal yearReported revenue$0.0B$10.0B$20.0BFY2020FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001570585-26-000014; filed 2026-02-18. Concept: RevenueFromContractWithCustomerExcludingAssessedTax. Source concepts: us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax.

LBTYA net income, last 5 periods. Source: SEC companyfacts FY2025.LBTYA net income, last 5 periods. Source: SEC companyfacts FY2025.LBTYA Net incomeLatest point: FY2025 = -$7.1BSource: SEC companyfacts FY2025.Fiscal yearNet income-$8.0B$0.0B$20.0BFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001570585-26-000014; filed 2026-02-18. Concept: NetIncomeLoss. Source concepts: us-gaap:NetIncomeLoss.

LBTYA operating income, last 5 periods. Source: SEC companyfacts FY2025.LBTYA operating income, last 5 periods. Source: SEC companyfacts FY2025.LBTYA Operating incomeLatest point: FY2025 = -$23.3MSource: SEC companyfacts FY2025.Fiscal yearOperating income-$500.0M$0.0B$2.0BFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001570585-26-000014; filed 2026-02-18. Concept: OperatingIncomeLoss. Source concepts: us-gaap:OperatingIncomeLoss.

LBTYA diluted eps, last 5 periods. Source: SEC companyfacts FY2025.LBTYA diluted eps, last 5 periods. Source: SEC companyfacts FY2025.LBTYA Diluted EPSLatest point: FY2025 = -$20.86/shareSource: SEC companyfacts FY2025.Fiscal yearDiluted EPS (USD/share)-$25.00/share$0.00/share$30.00/shareFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001570585-26-000014; filed 2026-02-18. Concept: EarningsPerShareDiluted. Source concepts: us-gaap:EarningsPerShareDiluted.

LBTYA operating cash flow, last 5 periods. Source: SEC companyfacts FY2025.LBTYA operating cash flow, last 5 periods. Source: SEC companyfacts FY2025.LBTYA Operating cash flowLatest point: FY2025 = $1.2BSource: SEC companyfacts FY2025.Fiscal yearOperating cash flow$0.0B$2.0B$4.0BFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001570585-26-000014; filed 2026-02-18. Concept: NetCashProvidedByUsedInOperatingActivities. Source concepts: us-gaap:NetCashProvidedByUsedInOperatingActivities.

LBTYA capital expenditures, last 5 periods. Source: SEC companyfacts FY2025.LBTYA capital expenditures, last 5 periods. Source: SEC companyfacts FY2025.LBTYA Capital expendituresLatest point: FY2025 = $1.3BSource: SEC companyfacts FY2025.Fiscal yearCapital expenditures$0.0B$1.0B$2.0BFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001570585-26-000014; filed 2026-02-18. Concept: PaymentsForCapitalImprovements. Source concepts: us-gaap:PaymentsForCapitalImprovements.

LBTYA share buybacks, last 5 periods. Source: SEC companyfacts FY2025.LBTYA share buybacks, last 5 periods. Source: SEC companyfacts FY2025.LBTYA Share buybacksLatest point: FY2025 = $192.1MSource: SEC companyfacts FY2025.Fiscal yearShare buybacks$0.0B$1.0B$2.0BFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001570585-26-000014; filed 2026-02-18. Concept: PaymentsForRepurchaseOfCommonStock. Source concepts: us-gaap:PaymentsForRepurchaseOfCommonStock.

LBTYA assets, last 5 periods. Source: SEC companyfacts FY2025.LBTYA assets, last 5 periods. Source: SEC companyfacts FY2025.LBTYA AssetsLatest point: FY2025 = $22.6BSource: SEC companyfacts FY2025.Fiscal yearAssets$0.0B$25.0B$50.0BFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001570585-26-000014; filed 2026-02-18. Concept: Assets. Source concepts: us-gaap:Assets.

LBTYA liabilities, last 5 periods. Source: SEC companyfacts FY2025.LBTYA liabilities, last 5 periods. Source: SEC companyfacts FY2025.LBTYA LiabilitiesLatest point: FY2025 = $12.7BSource: SEC companyfacts FY2025.Fiscal yearLiabilities$0.0B$15.0B$30.0BFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001570585-26-000014; filed 2026-02-18. Concept: Liabilities. Source concepts: us-gaap:Liabilities.

LBTYA stockholders' equity, last 5 periods. Source: SEC companyfacts FY2025.LBTYA stockholders' equity, last 5 periods. Source: SEC companyfacts FY2025.LBTYA Stockholders' equityLatest point: FY2025 = $9.7BSource: SEC companyfacts FY2025.Fiscal yearStockholders' equity$0.0B$15.0B$30.0BFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001570585-26-000014; filed 2026-02-18. Concept: StockholdersEquity. Source concepts: us-gaap:StockholdersEquity.

LBTYA cash and cash equivalents, last 5 periods. Source: SEC companyfacts FY2025.LBTYA cash and cash equivalents, last 5 periods. Source: SEC companyfacts FY2025.LBTYA Cash and cash equivalentsLatest point: FY2025 = $2.1BSource: SEC companyfacts FY2025.Fiscal yearCash and cash equivalents$0.0B$2.0B$4.0BFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001570585-26-000014; filed 2026-02-18. Concept: CashAndCashEquivalentsAtCarryingValue. Source concepts: us-gaap:CashAndCashEquivalentsAtCarryingValue.

LBTYA free cash flow, last 5 periods. Source: SEC companyfacts FY2025.LBTYA free cash flow, last 5 periods. Source: SEC companyfacts FY2025.LBTYA Free cash flowLatest point: FY2025 = -$132.0MSource: SEC companyfacts FY2025.Fiscal yearFree cash flow-$250.0M$0.0B$4.0BFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001570585-26-000014; filed 2026-02-18. Concept: NetCashProvidedByUsedInOperatingActivities - PaymentsForCapitalImprovements. Source concepts: us-gaap:NetCashProvidedByUsedInOperatingActivities; us-gaap:PaymentsForCapitalImprovements.

Quarterly

Quarterly standardized facts from SEC companyfacts as of latest extracted filing date 2026-07-24. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001570585.json.

Flow metrics use discrete quarter-length periods from 10-Q/10-Q/A filings. Q4 revenue and net income are derived only when annual FY and nine-month YTD facts exist for the same fiscal year; derived Q4 values are labeled. EPS Q4 is not derived.

QuarterEnd DateRevenueNet IncomeDiluted EPSMethod
2022-Q22022-06-305.47reported discrete quarter
2022-Q32022-09-304.87reported discrete quarter
2023-Q12023-03-31-1.59reported discrete quarter
2023-Q22023-06-301,848,000,000-1.13reported discrete quarter
2023-Q32023-09-301,854,500,000659,200,0001.57reported discrete quarter
2023-Q42023-12-311,920,500,000-3,489,900,000derived Q4 = FY annual - nine-month YTD
2024-Q12024-03-311,945,100,000510,000,0001.32reported discrete quarter
2024-Q22024-06-301,873,700,000268,100,0000.71reported discrete quarter
2024-Q32024-09-301,935,200,000-1,434,100,000-3.95reported discrete quarter
2024-Q42024-12-312,244,000,000derived Q4 = FY annual - nine-month YTD
2025-Q12025-03-311,171,200,000-1,337,300,000-3.84reported discrete quarter
2025-Q22025-06-301,269,100,000-2,792,900,000-8.09reported discrete quarter
2025-Q32025-09-301,207,100,000-90,700,000-0.27reported discrete quarter
2025-Q42025-12-311,231,100,000-2,917,200,000derived Q4 = FY annual - nine-month YTD
2026-Q12026-03-311,274,600,000337,800,0000.96reported discrete quarter
2026-Q22026-06-301,172,000,000-365,100,000reported discrete quarter

Quarterly Charts

LBTYA quarterly revenue, last 12 periods. Source: SEC companyfacts 2026-Q2.LBTYA quarterly revenue, last 12 periods. Source: SEC companyfacts 2026-Q2.LBTYA Quarterly RevenueLatest point: 2026-Q2 = $1.2BSource: SEC companyfacts 2026-Q2.Fiscal quarterQuarterly Revenue$0.0B$1.0B$2.0B2023-Q22023-Q32023-Q42024-Q12024-Q22024-Q32025-Q12025-Q22025-Q32025-Q42026-Q12026-Q2

Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-06-30; accession 0001570585-26-000109; filed 2026-07-24. Concept: RevenueFromContractWithCustomerExcludingAssessedTax. Source concepts: us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax.

LBTYA quarterly net income, last 12 periods. Source: SEC companyfacts 2026-Q2.LBTYA quarterly net income, last 12 periods. Source: SEC companyfacts 2026-Q2.LBTYA Quarterly Net incomeLatest point: 2026-Q2 = -$365.1MSource: SEC companyfacts 2026-Q2.Fiscal quarterQuarterly Net income-$4.0B$0.0B$4.0B2023-Q32023-Q42024-Q12024-Q22024-Q32024-Q42025-Q12025-Q22025-Q32025-Q42026-Q12026-Q2

Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-06-30; accession 0001570585-26-000109; filed 2026-07-24. Concept: NetIncomeLoss. Source concepts: us-gaap:NetIncomeLoss.

LBTYA quarterly diluted eps, last 12 periods. Source: SEC companyfacts 2026-Q1.LBTYA quarterly diluted eps, last 12 periods. Source: SEC companyfacts 2026-Q1.LBTYA Quarterly Diluted EPSLatest point: 2026-Q1 = $0.96/shareSource: SEC companyfacts 2026-Q1.Fiscal quarterQuarterly Diluted EPS (USD/share)-$10.00/share$0.00/share$8.00/share2022-Q22022-Q32023-Q12023-Q22023-Q32024-Q12024-Q22024-Q32025-Q12025-Q22025-Q32026-Q1

Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-03-31; accession 0001570585-26-000069; filed 2026-05-01. Concept: EarningsPerShareDiluted. Source concepts: us-gaap:EarningsPerShareDiluted.

Macro Cross-References

Latest quarter (10-Q)

Latest 10-Q source: 0001570585-26-000109.

Extracted structurally from real Item 2 body heading to real Item 3/4 boundary. Published MD&A gate trimmed front/tail over-capture. Confidence: high. Filing date: 2026-07-24. Report date: 2026-06-30.

Item 2.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 and the discussion and analysis included in our 2025 10-K, is intended to assist in providing an understanding of changes in our results of operations and financial condition and is organized as follows:

•Forward-Looking Statements. This section provides a description of certain factors that could cause actual results or events to differ materially from anticipated results or events.

•Overview. This section provides a general description of our business and recent events.

•Material Changes in Results of Operations. This section provides an analysis of our results of operations for the three and six months ended June 30, 2026 and 2025.

•Material Changes in Financial Condition. This section provides an analysis of our corporate and subsidiary liquidity as of June 30, 2026 and our condensed consolidated statements of cash flows for the three and six months ended June 30, 2026 and 2025.

The capitalized terms used below have been defined in the notes to our condensed 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.

Unless otherwise indicated, convenience translations into U.S. dollars are calculated, and operational data is presented, as of June 30, 2026.

Forward-Looking Statements

Certain statements in this Quarterly Report on Form 10-Q constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. To the extent that statements in this Quarterly 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 Part I, Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations, Part I, Item 3. Quantitative and Qualitative Disclosures About Market Risk and Part II, Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 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 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 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 in Part I, Item 1A. Risk Factors of our 2025 10-K, 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 our 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, including the impact of the increasingly uncertain and volatile economic conditions, inflationary pressures and evolving geopolitical dynamics, including those related to trade and tariffs;

•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;

•our ability to manage rapid technological changes, including our ability to adequately manage our legacy technologies;

•the effects of new, emerging or competing technologies, including those that could make our products less desirable or obsolete;

•the impact of our future financial performance, or market conditions generally, on the availability, terms and deployment of capital;

46

•our ability to adequately forecast and plan future network requirements;

•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;

•changes in consumer video, mobile and broadband usage, preferences and habits, including increased demand for high-speed data transmission services and artificial intelligence-enabled services;

•our ability to manage risks associated with the development, deployment and use of artificial intelligence and generative artificial intelligence technologies, including risks related to data privacy, intellectual property, regulatory compliance, operational performance and potential reputational harm;

•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;

•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;

•our ability to continue to use intellectual property used to conduct our operations;

•the activities of device manufacturers and our operating companies’ ability to secure adequate and timely supply of handsets that experience high demand;

•uncertainties inherent in the development, and integration, of new business lines and business strategies;

•our ability to increase revenue from business services offered to our affiliates and other third parties;

•the availability, cost and regulation of spectrum used in our business;

•the ability of suppliers and vendors (including our third-party wireless network provider, Three (Hutchison), under our mobile virtual network operator arrangement at VM Ireland) to timely deliver quality products, equipment, software, services and access;

•the leakage of sensitive customer or company data or the failure by us, our affiliates or our third-party providers to comply with applicable data protection laws, regulations and rules;

•our ability and the ability of our third-party service providers to anticipate, protect against, mitigate and contain the loss of our and our customers’ data as a result of cyber attacks on us or any of our affiliates or our third-party service providers;

•a failure in our network and information systems, whether caused by a natural failure or a security breach, and unauthorized access to our networks;

•fluctuations in currency exchange rates and interest rates;

•instability in global financial markets, including sovereign debt issues, currency instability and related fiscal or monetary reforms;

•changes in, or failure or inability to comply with, government regulations and legislation in the countries in which we or our affiliates operate and any adverse outcomes from regulatory proceedings;

•changes in laws or treaties relating to taxation, or the interpretation thereof, in Bermuda, the U.K., the E.U., the U.S. or in other countries in which we or our affiliates operate;

•the effect of perceived health risks associated with electromagnetic radiation from base stations and associated equipment;

•our ability to navigate the potential impacts on our business resulting from the U.K.’s departure from the E.U.;

•our ability to successfully acquire new businesses or form joint ventures and, if acquired or joined, to integrate, realize anticipated synergies from, and implement our business plans with respect to, the businesses we have acquired or joined or that we expect to acquire or join on the timelines, or within the budgets, estimated for such integrations;

•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 obtain regulatory 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 any of our acquisitions, dispositions, combinations or joint ventures;

47

•problems we may discover post-closing with the operations, including the internal controls and financial reporting processes, of businesses we acquire or with whom we create joint ventures;

•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;

•changes in the nature of key strategic relationships with partners and joint venturers;

•our ability to profit from investments, such as our joint ventures, that we do not solely control;

•our potential exposure to additional tax liabilities;

•the effect on our businesses of strikes or collective action by certain of our employees that are represented by trade unions or work councils;

•our capital structure and factors related to our debt arrangements;

•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 and cost of living pressures;

•the availability and cost of capital for the acquisition, maintenance and/or development of telecommunications networks, products and services;

•consumer disposable income and spending levels, including the availability and amount of individual consumer debt, as a result of, among other things, inflationary or cost of living pressures;

•our ability to freely access the cash of our operating companies;

•the risk of default by counterparties to our cash investments, derivative and other financial instruments and undrawn debt facilities;

•the loss of key employees and the lack of qualified personnel;

•our ability to provide satisfactory customer service, including support for new and evolving products and services;

•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 outcome of any pending or threatened litigation; 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 and other similar events, including the ongoing invasion of Ukraine by Russia and the continuing conflicts in the Middle East.

The broadband distribution and mobile service industries are changing rapidly and, therefore, the forward-looking statements of expectations, plans and intents in this Quarterly 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 Quarterly Report, and we expressly disclaim any obligation or undertaking to disseminate any updates or revisions to any forward

[Excerpt truncated for page length; source filing is linked above.]

Latest 10-K MD&A

Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary. Confidence: high. Filing date: 2026-02-18. Report date: 2025-12-31.

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, 2025 and 2024.

•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 risks that our company faces.

Included below is an analysis of our results of operations and cash flows for 2025, as compared to 2024. An analysis of our results of operations and cash flows for 2024, as compared to 2023, 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, 2024, which is available through the Securities and Exchange Commission’s website at www.sec.gov.

The capitalized terms used below have been 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.

Unless otherwise indicated, convenience translations into U.S. dollars are calculated, and operational data is presented, as of December 31, 2025.

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 and are an active investor across the technology, media, sports and infrastructure sectors. We also provide innovative technology, operational and financial services to our affiliates and third parties. Our continuing operations comprise businesses that provide residential and B2B communications services in (i) Belgium and Luxembourg through Telenet and (ii) 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.

Prior to the completion of the Spin-off on November 8, 2024, we also provided residential and B2B communications services in Switzerland through Sunrise. Sunrise, together with certain other Liberty Global subsidiaries connected to our Swiss business, are collectively referred to as the Sunrise Entities and 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 Spin-off, see note 6 to our consolidated financial statements.

On October 2, 2024, we completed the Formula E Acquisition, pursuant to which we acquired a controlling interest in Formula E and began consolidating 100% of Formula E’s results from that date. For additional information, see note 5 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, 2025, our reportable segments, including our

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nonconsolidated JVs, as defined in note 19 to our consolidated financial statements, owned and operated networks that passed 29,117,600 homes and served 11,399,700 fixed-line customers and 44,886,600 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.

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 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 provide premium electric car racing content through our controlling interest in Formula E. We also have significant investments in Televisa Univision, ITV, EdgeConneX, the AtlasEdge JV 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. We also provide technology and finance services to the VMO2 JV, the VodafoneZiggo JV and various third-parties and affiliates pursuant to service agreements.

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

We view our business in three strategic complementary platforms, “Liberty Telecom” (our converged broadband, video and mobile communications businesses), “Liberty Growth” (our venture capital arm comprised of various technology, media, sports, digital infrastructure and other growth assets) and “Liberty Services” (our innovative technology, operational and finance service platforms offered by our centralized functions to our affiliates and third parties). 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.

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.

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Results of Operations

We have completed a number of transactions that impact the comparability of our 2025 and 2024 results of operations, the most notable of which is the Formula E Acquisition on October 2, 2024. For further information, see note 5 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 3 to 12 months following the acquisition date, as adjusted to remove integration costs and any other material unusual or non-operational 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, 2025 for our continuing operations was to the euro, as substantially all of our reported revenue during the period was derived from subsidiaries whose functional currencies are the euro. 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 Item 7A. Quantitative and Qualitative Disclosures about Market Risk — Foreign Currency Risk below.

The amounts presented and discussed below represent 100% of each of our consolidated and nonconsolidated reportable segment’s results of operations, despite only holding a 50% noncontrolling interest in both the VMO2 JV and the VodafoneZiggo JV. We account for our 50% interests in both the VMO2 JV and the VodafoneZiggo JV under the equity method; accordingly, our share of their operating results is included in share of results of affiliates, net in our consolidated statements of operations. The noncontrolling interests at Telenet and Formula E are reflected in net earnings or loss attributable to noncontrolling interests in our consolidated statements of operations.

Discussion and Analysis of our Reportable Segments

General

Telenet, VM Ireland, the VMO2 JV and the VodafoneZiggo JV derive their revenue primarily from residential and B2B communications services. For detailed information regarding the composition of our reportable segments, our “all other category” 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 2025, as compared to 2024. 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 2025 and 2024 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.

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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 Item 7A. 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 total consolidated Adjusted EBITDA:

Year ended December 31,
202520242023
in millions
Earnings (loss) from continuing operations$(7,096.7)$1,869.1$(3,659.1)
Income tax expense (benefit)(75.8)(30.8)213.1
Other income, net(96.0)(201.8)(212.8)
Gain on sale of All3Media(242.9)
Gain associated with the Formula E Acquisition(190.7)
Gain associated with the Telenet Wyre Transaction(377.8)
Share of results of affiliates, net3,186.9205.62,018.4
Losses on debt extinguishment, net20.11.4
Realized and unrealized losses (gains) due to changes in fair values of certain investments, net(147.8)28.4556.6
Foreign currency transaction losses (gains), net3,121.1(1,756.5)719.7
Realized and unrealized losses (gains) on derivative instruments, net567.4(315.2)(78.3)
Interest expense497.5574.7505.0
Operating loss(23.3)(60.1)(313.8)
Impairment, restructuring and other operating items, net90.049.643.0
Depreciation and amortization, net1,038.91,002.01,216.4
Share-based compensation expense169.4168.3204.8
Total consolidated Adjusted EBITDA$1,275.0$1,159.8$1,150.4

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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 decrease
20252024$%$%
in millions, except percentages
Telenet$3,207.9$3,084.4$123.54.0$(12.8)(0.4)
VM Ireland494.8491.43.40.7(17.6)(3.6)
Total consolidated reportable segments3,702.73,575.8126.93.5
Plus: all other category1,341.31,013.6327.732.3
Less: elimination of intercompany consolidated revenue(165.5)(247.5)82.0N.M.
Total consolidated$4,878.5$4,341.9$536.612.4$(54.6)(1.2)
VMO2 JV$13,335.2$13,649.7$(314.5)(2.3)
VodafoneZiggo JV$4,518.5$4,450.5$68.01.5

______________

N.M. — Not Meaningful.

Telenet. The details of the increase in Telenet’s revenue during 2025, as compared to 2024, are set forth below:

Subscription revenueNon-subscription revenueTotal
in millions
Increase (decrease) in residential fixed subscription revenue due to change in:
Average number of customers$(25.0)$$(25.0)
ARPU15.815.8
Increase in residential fixed non-subscription revenue4.34.3
Total increase (decrease) in residential fixed revenue(9.2)4.3(4.9)
Decrease in residential mobile revenue (a)(6.3)(6.6)(12.9)
Increase (decrease) in B2B revenue (b)(3.4)12.79.3
Decrease in other revenue (c)(4.3)(4.3)
Total organic increase (decrease)(18.9)6.1(12.8)
Impact of FX97.039.3136.3
Total$78.1$45.4$123.5

_______________

(a)The decrease in residential mobile subscription revenue is primarily attributable to a decrease in the average number of mobile subscribers. The decrease in residential mobile non-subscription revenue is primarily attributable to lower interconnect revenue.

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(b)The increase in B2B non-subscription revenue is primarily due to the net effect of (i) an increase in revenue from wholesale services and (ii) lower interconnect revenue.

(c)The decrease in other revenue is primarily due to the net effect of (i) a decrease associated with the one-off impact of the recognition of previously deferred revenue of approximately $18 million during the third quarter of 2024 and (ii) higher broadcasting revenue.

VM Ireland. The details of the increase in VM Ireland’s revenue during 2025, as compared to 2024, are set forth below:

Subscription revenueNon-subscription revenueTotal
in millions
Decrease in residential fixed subscription revenue due to change in:
Average number of customers$(8.6)$$(8.6)
ARPU(4.3)(4.3)
Total decrease in residential fixed revenue(12.9)(12.9)
Decrease in residential mobile revenue(1.9)(1.5)(3.4)
Increase (decrease) in B2B revenue(0.1)5.25.1
Decrease in other revenue(6.4)(6.4)
Total organic decrease(14.9)(2.7)(17.6)
Impact of FX14.86.221.0
Total$(0.1)$3.5$3.4

Programming and Other Direct Costs of Services, Other Operating Expenses and SG&A Expenses of our 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.

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Adjusted EBITDA of our Reportable Segments

Adjusted EBITDA is the primary measure used by our CODM 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,Increase (decrease)Organic increase (decrease)
20252024$%$%
in millions, except percentages
Telenet$1,303.8$1,292.2$11.60.9$(42.9)(3.3)
VM Ireland180.3178.32.01.1(6.5)(3.6)
Total consolidated reportable segments1,484.11,470.513.60.9
Plus: all other category(167.9)(188.7)20.8(11.0)
Less: elimination of intercompany consolidated Adjusted EBITDA(41.2)(122.0)80.8N.M.
Total consolidated$1,275.0$1,159.8$115.29.9$(23.8)(2.1)
VMO2 JV$4,662.8$4,503.4$159.43.5
VodafoneZiggo JV$1,977.7$2,033.9$(56.2)(2.8)

_______________

N.M. — Not Meaningful.

Adjusted EBITDA Margin

The following table sets forth the Adjusted EBITDA margins (Adjusted EBITDA divided by revenue) of each of our reportable segments:

Year ended December 31,
20252024
Telenet40.6%41.9%
VM Ireland36.4%36.3%
VMO2 JV35.0%33.0%
VodafoneZiggo JV43.8%45.7%

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.

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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)Organic increase (decrease)
20252024$%$%
in millions, except percentages
Residential revenue:
Residential fixed revenue (a):
Subscription revenue (b):
Broadband internet$949.6$890.6$59.06.6$18.52.1
Video600.4598.22.20.4(22.8)(3.8)
Fixed-line telephony185.9196.0(10.1)(5.2)(17.9)(9.1)
Total subscription revenue1,735.91,684.851.13.0(22.2)(1.3)
Non-subscription revenue27.621.66.027.84.520.8
Total residential fixed revenue1,763.51,706.457.13.3(17.7)(1.0)
Residential mobile revenue (c):
Subscription revenue (b)500.3487.113.22.7(8.2)(1.7)
Non-subscription revenue169.1169.3(0.2)(0.1)(8.1)(4.8)
Total residential mobile revenue669.4656.413.02.0(16.3)(2.5)
Total residential revenue2,432.92,362.870.13.0(34.0)(1.4)
B2B revenue (d):
Subscription revenue447.0431.515.53.6(3.6)(0.8)
Non-subscription revenue452.1411.340.89.921.35.2
Total B2B revenue899.1842.856.36.717.72.1
Other revenue (e)1,546.51,136.3410.236.1(38.3)(2.8)
Total$4,878.5$4,341.9$536.612.4$(54.6)(1.2)

_______________

(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. Residential mobile interconnect revenue was $32.5 million and $43.9 million during 2025 and 2024, respectively.

(d)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

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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) revenue earned from the U.K. JV Services, the Sunrise Services and the NL JV Services, (ii) broadcasting revenue at Telenet and VM Ireland, (iii) revenue at Formula E and (iv) revenue earned from the sales of CPE to the VMO2 JV and the VodafoneZiggo JV.

Total revenue. Our consolidated revenue increased $536.6 million or 12.4% during 2025, as compared to 2024. This increase includes an increase of $240.8 million attributable to the impact of the Formula E Acquisition and an increase of $171.1 million attributable to the impact of the Sunrise Services provided in connection with the Spin-off. On an organic basis, our consolidated revenue decreased $54.6 million or 1.2%.

Residential revenue. The details of the increase in our consolidated residential revenue during 2025, as compared to 2024, are as follows (in millions):

Increase (decrease) in residential fixed subscription revenue due to change in:
Average number of customers$(37.3)
ARPU15.1
Increase in residential fixed non-subscription revenue4.5
Total decrease in residential fixed revenue(17.7)
Decrease in residential mobile subscription revenue(8.2)
Decrease in residential mobile non-subscription revenue(8.1)
Total decrease in residential revenue(34.0)
Impact of FX104.1
Total increase in residential revenue$70.1

On an organic basis, our consolidated residential fixed subscription revenue decreased $22.2 million or 1.3% during 2025, as compared to 2024, primarily attributable to a decrease at VM Ireland.

On an organic basis, our consolidated residential mobile subscription revenue decreased $8.2 million or 1.7% during 2025, as compared to 2024, primarily due to a decrease at Telenet.

On an organic basis, our consolidated residential mobile non-subscription revenue decreased $8.1 million or 4.8% during 2025, as compared to 2024, primarily due to a decrease at Telenet.

On an organic basis, our consolidated B2B non-subscription revenue increased $21.3 million or 5.2% during 2025, as compared to 2024, primarily due to an increase at Telenet.

Other revenue. On an organic basis, our consolidated other revenue decreased $38.3 million or 2.8% during 2025, as compared to 2024, primarily due to the net effect of (i) lower revenue earned from the sales of CPE to the VMO2 JV, (ii) an increase in revenue earned from the U.K. JV Services and (iii) a decrease associated with the one-off impact of the recognition of previously deferred revenue at Telenet during the third quarter of 2024.

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 and other 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.

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The details of our programming and other direct costs of services are as follows:

Year ended December 31,Increase (decrease)Organic decrease
20252024$%$%
in millions, except percentages
Telenet$772.9$764.5$8.41.1$(23.7)(3.1)
VM Ireland127.2127.7(0.5)(0.4)(5.4)(4.2)
Total consolidated reportable segments900.1892.27.90.9
Plus: all other category843.8644.4199.430.9
Less: elimination of intercompany consolidated programming and other direct costs of services(73.4)(85.9)12.5N.M.
Total consolidated$1,670.5$1,450.7$219.815.2$(71.2)(4.3)

_______________

N.M. — Not Meaningful.

Our programming and other direct costs of services increased $219.8 million or 15.2% during 2025, as compared to 2024. This increase includes an increase of $193.7 million attributable to the impact of the Formula E Acquisition. On an organic basis, our programming and other direct costs of services decreased $71.2 million or 4.3%. This decrease includes the following factors:

•A decrease in costs of $41.2 million related to the sales of CPE to the VMO2 JV;

•A decrease in programming and copyright costs of $15.4 million or 2.8%, primarily attributable to lower costs for certain content at Telenet and VM Ireland;

•A net decrease of $10.8 million related to the recognition of losses during the fourth quarters of 2025 and 2024 associated with certain minimum purchase commitments;

•A decrease in interconnect and access costs of $10.3 million or 9.9%, primarily due to lower interconnect and mobile roaming costs at Telenet; and

•A decrease in costs of $7.6 million related to third-party CPE development costs recognized in the fourth quarter of 2024.

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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
20252024$%$%
in millions, except percentages
Telenet$576.2$515.5$60.711.8$35.76.9
VM Ireland131.8123.58.36.73.12.5
Total consolidated reportable segments708.0639.069.010.8
Plus: all other category199.9139.360.643.5
Less: elimination of intercompany consolidated other operating expenses(41.7)(35.0)(6.7)N.M.
Total consolidated (excluding share-based compensation expense)866.2743.3122.916.5$59.37.9
Share-based compensation expense12.617.8(5.2)(29.2)
Total consolidated$878.8$761.1$117.715.5

_______________

N.M. — Not Meaningful.

Our other operating expenses (exclusive of share-based compensation expense) increased $122.9 million or 16.5% during 2025, as compared to 2024. This increase includes an increase of $11.1 million attributable to the impact of the Formula E Acquisition. On an organic basis, our other operating expenses increased $59.3 million or 7.9%. This increase includes the following factors:

•An increase in core network and information technology-related costs of $51.5 million or 29.3%, primarily due to higher information technology-related costs, including increases at Telenet and VM Ireland; and

•An increase in personnel costs of $15.7 million or 7.2%, primarily due to the net effect of (i) higher average costs per employee, including an increase at Telenet, (ii) lower staffing levels, including a decrease at Telenet, and (iii) an increase in incentive compensation costs.

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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.

The details of our SG&A expenses are as follows:

Year ended December 31,Increase (decrease)Organic increase (decrease)
20252024$%$%
in millions, except percentages
Telenet$555.0$512.2$42.88.4$18.03.5
VM Ireland55.561.9(6.4)(10.3)(8.9)(14.4)
Total consolidated reportable segments610.5574.136.46.3
Plus: all other category465.5418.646.911.2
Less: elimination of intercompany consolidated SG&A expenses(9.2)(4.6)(4.6)N.M.
Total consolidated (excluding share-based compensation expense)1,066.8988.178.78.0$(20.7)(2.0)
Share-based compensation expense156.8150.56.34.2
Total consolidated$1,223.6$1,138.6$85.07.5

______________

N.M. — Not Meaningful.

Supplemental SG&A expense information

Year ended December 31,IncreaseOrganic increase (decrease)
20252024$%$%
in millions, except percentages
General and administrative (a)$724.9$686.6$38.35.6$(22.2)(3.1)
External sales and marketing341.9301.540.413.41.50.5
Total$1,066.8$988.1$78.78.0$(20.7)(2.0)

______________

(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 $78.7 million or 8.0% during 2025, as compared to 2024. This increase includes an increase of $58.1 million attributable to the impact of the Formula E Acquisition. On an organic basis, our SG&A expenses decreased $20.7 million or 2.0%. This decrease is primarily due to a decrease in personnel costs of $16.2 million or 3.1%, primarily due to the net effect of (i) higher average costs per employee, including an increase at Telenet, (ii) lower staffing levels and (iii) lower incentive compensation costs.

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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,
20252024
in millions
Liberty Global (a):
Non-performance based incentive awards$83.5$113.9
Performance based incentive awards46.918.6
Other (b)35.029.7
Total Liberty Global165.4162.2
Other4.06.1
Total$169.4$168.3
Included in:
Other operating expenses$12.6$17.8
Total SG&A expenses156.8150.5
Total$169.4$168.3

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(a)In November 2024, in connection with the Sunrise Distribution and the Spin-off, the compensation committee of our board of directors approved the Award Modifications in accordance with the underlying share-based incentive plans. As we determined that there was no incremental value associated with the Award Modifications, we did not recognize any incremental share-based compensation expense associated with these modifications.

(b)Represents annual incentive compensation and defined contribution plan liabilities that have been or are expected to be settled in Liberty Global common shares. In the case of 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 Liberty Growth Incentive Plans.

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 $1,038.9 million and $1,002.0 million during 2025 and 2024, respectively. Excluding the effects of FX, depreciation and amortization expense decreased $9.5 million or 0.9% during 2025, as compared to 2024. This decrease is primarily due to the net effect of (i) a decrease associated with certain assets becoming fully depreciated, primarily at Telenet, and (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 Telenet.

II-16

Impairment, restructuring and other operating items, net

We recognized impairment, restructuring and other operating items, net, of $90.0 million and $49.6 million during 2025 and 2024, respectively.

The 2025 amount primarily includes (i) restructuring costs of $55.9 million and (ii) an impairment charge on certain long-lived assets at Telenet of $42.3 million during the fourth quarter of 2025. During 2025, we commenced a restructuring program that includes employee terminations within certain of our centralized functions and recorded $43.8 million of restructuring costs during 2025 related to this program. We expect to incur further restructuring charges during 2026 as certain elements of the restructuring plan did not meet the criteria for recognition in 2025.

The 2024 amount primarily includes (i) restructuring costs of $25.3 million, including amounts at Telenet, and (ii) a provision for legal contingencies of $20.7 million.

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 $497.5 million and $574.7 million during 2025 and 2024, respectively. Excluding the effects of FX, interest expense decreased $97.8 million or 17.0% during 2025, as compared to 2024. This decrease is primarily attributable to a lower weighted average interest rate and a lower 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 Item 7A. Qualitative and Quantitative Disclosures about Market Risk below, we use derivative instruments to manage our interest rate risks.

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,
20252024
in millions
Cross-currency and interest rate derivative contracts (a)$(348.7)$323.7
Equity-related derivative instruments (b)(207.6)(38.6)
Foreign currency forward and option contracts(11.1)30.0
Other0.1
Total$(567.4)$315.2

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(a)The loss during 2025 is primarily attributable to the net effect of (i) a net loss associated with changes in the relative value of certain currencies and (ii) a net gain associated with changes in certain market interest rates. In addition, the loss during 2025 includes a net gain of $3.0 million resulting from changes in our credit risk valuation adjustments. The gain during 2024 is primarily attributable to the net effect of (a) a net gain associated with changes in the relative value of certain currencies and (b) a net loss associated with changes in certain market interest rates. In addition, the gain during 2024 includes a net loss of $7.7 million resulting from changes in our credit risk valuation adjustments.

II-17

(b)The recurring fair value measurements of our equity-related derivative instruments are based on Black-Scholes pricing models. For additional information, see note 9 to our consolidated financial statements. For additional information regarding the Vodafone Collar, which was fully settled in 2025, see note 7 to our consolidated financial statements.

For additional information concerning our derivative instruments, see note 8 to our consolidated financial statements and Item 7A. 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,
20252024
in millions
Intercompany balances denominated in a currency other than the entity’s functional currency (a)$(3,535.1)$1,964.0
U.S. dollar-denominated debt issued by euro functional currency entities417.9(217.7)
Cash and restricted cash denominated in a currency other than the entity’s functional currency(3.2)8.8
Other(0.7)1.4
Total$(3,121.1)$1,756.5

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(a)Amounts primarily relate to loans between certain of our non-operating subsidiaries in Europe.

For information regarding how we manage our exposure to foreign currency risk, see Item 7A. Quantitative and Qualitative Disclosures about Market Risk — Foreign Currency Risk below.

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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 and 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,
20252024
in millions
Vodafone$207.7$57.4
Televisa Univision(55.3)(52.1)
ITV36.846.9
Lionsgate (a)16.1(16.2)
Plume(8.9)(95.4)
Aviatrix(5.8)(24.5)
EdgeConneX4.6147.6
SMAs(2.0)33.7
Lacework (b)(75.8)
Pax8 (c)(27.9)
Other, net(45.4)(22.1)
Total$147.8$(28.4)

_______________

(a)Amounts represent the change in fair value of our investment in Lionsgate, both before and after the Lionsgate Separation. Following the Lionsgate Separation, changes in fair value related to our investment in Starz are included in ‘Other, net’ in the above table. See note 7 to our consolidated financial statements for more information on the Lionsgate Separation.

(b)We completed the sale of our investment in Lacework during the third quarter of 2024.

(c)We completed the sale of our investment in Pax8 during the fourth quarter of 2024.

Losses on debt extinguishment, net

We recognized a net loss on debt extinguishment of $20.1 million during 2025 related to the write-off of unamortized deferred financing costs and discounts. For additional information concerning our losses on debt extinguishment, net, see note 11 to our consolidated financial statements.

II-19

Share of results of affiliates, net

The following table sets forth the details of our share of results of affiliates, net:

Year ended December 31,
20252024
in millions
VMO2 JV (a)$(2,921.4)$(29.0)
VodafoneZiggo JV (b)(99.0)(69.3)
nexfibre JV(76.3)(2.2)
AtlasEdge JV(73.0)(40.9)
Formula E (c)(29.1)
All3Media (d)(15.5)
Other, net(17.2)(19.6)
Total$(3,186.9)$(205.6)

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(a)Represents (i) our share of the results of operations of the VMO2 JV and (ii) for 2024, 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,
20252024
in millions
Revenue$13,335.2$13,649.7
Adjusted EBITDA$4,662.8$4,503.4
Operating income (loss) (1) (2)$(4,280.8)$1,037.8
Non-operating expense (3)$(1,797.9)$(1,004.7)
Net earnings (loss) (2)$(5,766.5)$1.7

_______________

(1)Includes depreciation and amortization expense of $3,709.4 million and $3,311.7 million, respectively.

(2)The 2025 amount includes a charge of £3.8 billion ($5.0 billion at the applicable rate) related to the VMO2 JV’s goodwill impairment, as described in note 7 to our consolidated financial statements.

(3)Includes interest expense of $1,606.6 million and $1,634.7 million, respectively.

The change in the VMO2 JV’s revenue during 2025, as compared to 2024, is primarily due to the net effect of (i) a decrease in other revenue related to low-margin construction activity from the nexfibre JV, (ii) a decrease in mobile revenue due to lower handset revenue and (iii) an increase in B2B fixed revenue due to the VMO2 JV’s consolidation of the Daisy Group following the merger of the B2B operations of O2 and Daisy, with each revenue category as defined and reported by the VMO2 JV. The change in the VMO2 JV’s Adjusted EBITDA during 2025, as compared to 2024, is primarily due to the net effect of (a) a provision for legal matters in 2025 of approximately $32 million, (b) a handset inventory-related insurance recovery during 2025 of approximately $27 million related to a loss recognized in 2024, (c) cost efficiencies, (d) a decrease in the nexfibre JV construction impact to Adjusted EBITDA and (e) the aforementioned changes in revenue. In addition, the reported revenue and Adjusted EBITDA amounts are impacted by FX.

(b)Represents (i) our share of the results of operations of the VodafoneZiggo JV and (ii) interest income of $57.7 million and $55.4 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:

II-20

Year ended December 31,
20252024
in millions
Revenue$4,518.5$4,450.5
Adjusted EBITDA$1,977.7$2,033.9
Operating income (1)$130.8$321.0
Non-operating expense (2)$(582.6)$(707.3)
Net loss$(323.4)$(257.1)

_______________

(1)Includes depreciation and amortization expense of $1,771.6 million and $1,696.3 million, respectively.

(2)Includes interest expense of $762.4 million and $822.9 million, respectively.

The change in the VodafoneZiggo JV’s revenue during 2025, as compared to 2024, is primarily due to the net effect of (i) a decrease in residential fixed revenue, driven by the ongoing impact of repricing, (ii) a decrease in mobile revenue, (iii) an increase in other revenue related to premium sports content and (iv) an increase in B2B fixed revenue. The change in the VodafoneZiggo JV’s Adjusted EBITDA during 2025, as compared to 2024, is primarily due to the net effect of (a) the aforementioned change in revenue, (b) an increase in consulting costs, (c) higher programming costs and (d) cost control measures in customer service, labor and energy costs. In addition, the reported revenue and Adjusted EBITDA amounts are impacted by FX.

(c)Includes our share of results of Formula E prior to the Formula E Acquisition Date.

(d)We completed the sale of our investment in All3Media during the second quarter of 2024.

The VodafoneZiggo JV is experiencing significant competition in both its fixed-line and mobile operations. If the adverse impacts of economic, competitive, regulatory or other factors were to cause significant deterioration of the results of operations or cash flows of the VodafoneZiggo JV, we could conclude in future periods that our investment in the VodafoneZiggo JV is impaired or management of the VodafoneZiggo JV could conclude that an impairment of the VodafoneZiggo JV goodwill and, to a lesser extent, long-lived assets, is required. Any such impairment of the VodafoneZiggo JV’s goodwill or our investment in the VodafoneZiggo JV would be reflected as a component of share of results of affiliates, net, in our condensed consolidated statement of operations. Our share of any such impairment charges could be significant.

For additional information regarding our equity method investments, see note 7 to our consolidated financial statements.

Gain on sale of All3Media

In connection with the sale of All3Media, we recognized a gain of $242.9 million during 2024.

Gain associated with the Formula E Acquisition

In connection with the Formula E Acquisition, we recognized a gain of $190.7 million during 2024. For additional information, see note 5 to our consolidated financial statements.

Other income, net

We recognized other income, net, of $96.0 million and $201.8 million during 2025 and 2024, respectively. These amounts include interest and dividend income of $98.1 million and $199.3 million, respectively.

II-21

Income tax benefit (expense)

We recognized income tax benefit of $75.8 million and $30.8 million during 2025 and 2024, respectively.

The income tax benefit during 2025 differs from the expected income tax benefit of $1,075.9 million (based on the Bermuda statutory income tax rate of 15.0%), primarily due to the net negative impact of (i) non-deductible or non-taxable foreign currency exchange results and (ii) certain permanent differences between the financial and tax accounting treatment of items associated with investments in subsidiaries and affiliates. The net negative impact of these items was partially offset by the net positive impact of statutory rates in certain jurisdictions in which we operate that are different than the Bermuda statutory income tax rate.

The income tax benefit during 2024 differs from the expected income tax expense of $459.6 million (based on the U.K. income tax rate of 25.0%), primarily due to the net positive impact of (i) non-deductible or non-taxable foreign currency exchange results and (ii) the recognition of previously unrecognized tax benefits. The net positive impact of these items was partially offset by the net negative impact of certain permanent differences between the financial and tax accounting treatment of interest and other expenses.

For additional information concerning our income taxes, see note 13 to our consolidated financial statements.

Earnings (loss) from continuing operations

During 2025 and 2024, we reported earnings (loss) from continuing operations of ($7,096.7 million) and $1,869.1 million, respectively, consisting of (i) operating losses of $23.3 million and $60.1 million, respectively, (ii) net non-operating income (expense) of ($7,149.2 million) and $1,898.4 million, respectively, and (iii) income tax benefit of $75.8 million and $30.8 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 Liquidity and Capital Resources — 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.

Loss from discontinued operations, net of taxes

We reported a loss from discontinued operations, net of taxes, of $223.2 million during 2024 related to the operations of the Sunrise Entities. For additional information, see note 6 to our consolidated financial statements.

Net earnings attributable to noncontrolling interests

Net earnings attributable to noncontrolling interests were $41.4 million and $57.9 million during 2025 and 2024, respectively, attributable to certain noncontrolling interests at Telenet and Formula E.

II-22

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 two subsidiary “borrowing groups.” These borrowing groups include the respective restricted parent and subsidiary entities within 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, 2025 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)914.3
Total Liberty Global and unrestricted subsidiaries914.3
Borrowing groups (c):
Telenet1,134.3
VM Ireland32.8
Total borrowing groups1,167.1
Total cash and cash equivalents (d)2,081.4
Investments held under SMAs (e)76.2
Total cash and cash equivalents and investments held under SMAs$2,157.6

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(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)The total cash and cash equivalents balance includes $1,336.6 million or 64.2%, $384.1 million or 18.5% and $357.8 million or 17.2% denominated in euros, U.S. dollars and British pound sterling, respectively.

(e)The balance of our investments held under SMAs is held by unrestricted subsidiaries of Liberty Global and includes $75.0 million or 98.4% denominated in U.S. dollars.

For additional information regarding our cash and cash equivalents and investments held under SMAs, see the discussion under Item 7A. Quantitative and Qualitative Disclosures about Market Risk — Cash and Investments below.

Liquidity of Liberty Global and its unrestricted subsidiaries

The $914.3 million of aggregate cash and cash equivalents held by unrestricted subsidiaries, subject to certain tax and legal considerations, together with the $76.2 million of investments held under SMAs, represented available liquidity at the corporate level at December 31, 2025. Our remaining cash and cash equivalents of $1,167.1 million at December 31, 2025 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, 2025, see note 11 to our consolidated financial statements.

II-23

Our short-term sources of corporate liquidity include (i) readily available assets, such as (a) cash and cash equivalents held by Liberty Global and, subject to certain tax and legal considerations, Liberty Global’s unrestricted subsidiaries, and (b) investments held under SMAs, and (ii) funds derived from other items, such as (a) 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, (b) cash received with respect to transitional and other services provided to various third parties and affiliates and (c) interest 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 All3Media, 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, 2025, our consolidated cash and cash equivalents included $2,081.4 million 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 any potential share repurchase activity.

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 and British pound sterling 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 and affiliates to fund the repurchase of our equity securities and other U.S. dollar-denominated liquidity requirements.

Our short- and long-term liquidity requirements include corporate general and administrative expenses and, from time to time, cash requirements in connection with (i) the repayment of third-party and intercompany debt, (ii) the satisfaction of contingent liabilities, (iii) acquisitions, (iv) the repurchase of equity and debt securities, (v) other investment opportunities, (vi) any funding requirements of our subsidiaries and affiliates or (vii) income tax payments.

During 2025, the aggregate amount of our share repurchases, including direct acquisition costs, was $192.1 million. As of the date of this Annual Report on Form 10-K, no new share repurchase program has been approved for 2026, and therefore, at this time, we are not authorized to repurchase any shares during 2026. 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, 2025, 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, 2025 consolidated balance sheet. In this regard, we have significant commitments related to (a) purchase obligations associated with CPE and certain service-related commitments, (b) certain operating costs associated with our networks 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-24

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 (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 six 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 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 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, 2025, 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, 2025, the outstanding principal amount of our consolidated debt, together with our finance lease obligations, aggregated $8.6 billion, including $0.8 billion that is classified as current on our consolidated balance sheet and $3.3 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, 2025.

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 and our operations 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.

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Consolidated Statements of Cash Flows

General. Our cash flows are subject to significant variations due to FX. See related discussion under Item 7A. Quantitative and Qualitative Disclosures about Market Risk — Foreign Currency Risk below.

Summary. The 2025 and 2024 consolidated statements of cash flows of our continuing operations are summarized as follows:

Year ended December 31,
20252024Change
in millions
Net cash provided by operating activities$1,211.1$1,331.2$(120.1)
Net cash provided (used) by investing activities(874.9)1,145.5(2,020.4)
Net cash used by financing activities(226.1)(806.2)580.1
Effect of exchange rate changes on cash and cash equivalents and restricted cash154.7(64.0)218.7
Net increase in cash and cash equivalents and restricted cash$264.8$1,606.5$(1,341.7)

Operating Activities. The decrease in net cash provided by operating activities is primarily attributable to the net effect of (i) a decrease in cash provided due to lower receipts of interest, (ii) a decrease in cash provided due to lower dividend distributions, (iii) a decrease in cash provided due to lower net cash receipts related to derivative instruments, (iv) an increase in cash provided by our Adjusted EBITDA and related working capital items, (v) an increase due to FX and (vi) an increase in cash provided due to lower payments of interest, net of €5.4 million ($6.2 million at the applicable rate) cash paid related to the partial settlement of the Vodafone Collar Loan during the second quarter of 2025. As further described in note 7, the Vodafone Collar and Vodafone Collar Loan were settled in full through a non-cash transaction during the third quarter of 2025. For additional information regarding the Vodafone Collar and Vodafone Collar Loan, see notes 7 and 11, respectively, to our consolidated financial statements. 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 investing activities is primarily attributable to the net effect of (i) a decrease in cash of $1,235.7 million associated with lower net cash received from the sale of our investments, primarily related to the net effect of (a) lower net cash received from the sale of our investments held under SMAs and (b) €82.8 million ($95.5 million at the applicable rate) of net proceeds from the partial sale of our investment in Vodafone during the second quarter of 2025, (ii) a decrease in cash of $434.6 million due to higher capital expenditures, (iii) a decrease in cash of $411.7 million in connection with the sale of our investment in All3Media during 2024, (iv) an increase in cash of $199.1 million in connection with the Formula E Acquisition during 2024 and (v) a decrease in cash of $197.4 million due to lower dividend distributions received from the VMO2 JV. Capital expenditures increased from $908.5 million during the year ended December 31, 2024 to $1,343.1 million during the year ended December 31, 2025, primarily due to (a) an increase in our net local currency capital expenditures and related working capital movements, including the impact of higher capital-related vendor financing, and (b) an increase due to FX.

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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 consolidated 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,
20252024
in millions
Property and equipment additions$1,362.8$1,061.9
Assets acquired under capital-related vendor financing arrangements(85.5)(76.8)
Assets acquired under finance leases(1.1)(7.4)
Changes in current liabilities related to capital expenditures66.9(69.2)
Capital expenditures, net$1,343.1$908.5

The increase in our property and equipment additions during 2025, as compared to 2024, is primarily due to (i) an increase in local currency expenditures of our subsidiaries due to the net effect of (a) an increase in expenditures for new build and upgrade projects, (b) an increase in expenditures for the purchase and installation of CPE and (c) a decrease in expenditures to support new customer products and operational efficiency initiatives, and (ii) an increase due to FX. During 2025 and 2024, our property and equipment additions represented 27.9% and 24.5% of revenue, respectively.

We expect our 2026 property and equipment additions to increase as compared to our 2025 property and equipment additions. The actual amount of our 2026 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 financing activities is primarily attributable to the net effect of (i) a decrease in cash used of $497.7 million due to lower repurchases of Liberty Global common shares, (ii) a decrease in cash used of $128.4 million due to a decrease in cash and cash equivalents and restricted cash contributed to Sunrise in connection with the Spin-off in 2024, (iii) an increase in cash used of $104.5 million due to higher net repayments of debt, including €78.2 million ($90.2 million at the applicable rate) associated with the partial settlement of the Vodafone Collar Loan during the second quarter of 2025, and (iv) a decrease in cash used of $77.3 million due to higher net cash receipts related to derivatives, including €71.7 million ($82.7 million at the applicable rate) associated with the partial unwind and restructure of the Vodafone Collar during the second quarter of 2025.

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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 $5.5 million and $9.1 million during 2025 and 2024, 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,
20252024
in millions
Net cash provided by operating activities of our continuing operations$1,211.1$1,331.2
Operating-related vendor financing additions (a)312.4372.3
Cash capital expenditures, net(1,343.1)(908.5)
Principal payments on operating-related vendor financing(369.4)(363.7)
Principal payments on capital-related vendor financing(79.6)(114.0)
Principal payments on finance leases(5.4)(5.6)
Adjusted free cash flow$(274.0)$311.7

_______________

(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.

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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 15.5% of our total assets at December 31, 2025.

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 2025 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, 2025, 2024 and 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

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customer locations and repairing or maintaining drops, are expensed as incurred. We capitalize internal and external costs 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. For information concerning our fair value method investments and derivative instruments, see notes 7 and 8, respectively, to our consolidated financial statements.

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 2025, 2024 and 2023, we recognized net gains (losses) of ($419.6 million), $286.8 million and ($478.3 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, 2025.

For information concerning the sensitivity of the fair value of certain of our more significant derivative instruments to changes in market conditions, see Item 7A. 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, respectively, to our consolidated financial statements.

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Income Tax Accounting

We are required to estimate the amount of income 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 losses 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, based on our evaluation of all available evidence, 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, 2025, the aggregate valuation allowance provided against deferred tax assets was $2,088.5 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, 2025 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, 2025, the amount of unrecognized tax benefits for financial reporting purposes, but taken or expected to be taken in our tax returns, was $141.7 million, of which $88.9 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.

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MD&A history

Prior-year 10-K MD&A spans are extracted from SEC filings with the same bounded parser used for the latest filing. The latest 10-K appears above; prior years are below.

FY 2024 10-K MD&A

SEC filing source: 0001570585-25-000021.

Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary. Confidence: high. Filing date: 2025-02-18. Report date: 2024-12-31.

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, 2024 and 2023.

•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 2024, as compared to 2023. An analysis of our results of operations and cash flows for 2023, as compared to 2022, 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, 2023, which is available through the Securities and Exchange Commission’s website at www.sec.gov.

The capitalized terms used below have been 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.

Unless otherwise indicated, convenience translations into U.S. dollars are calculated, and operational data is presented, as of December 31, 2024.

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 continuing operations comprise businesses that provide residential and B2B communications services in (i) Belgium and Luxembourg through Telenet, (ii) Ireland through VM Ireland and (iii) Slovakia through UPC Slovakia. 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 completed the Spin-off of the Sunrise Entities on November 8, 2024. For additional information, see note 6 to our consolidated financial statements.

On October 2, 2024, we completed the Formula E Acquisition pursuant to which we acquired a controlling interest in Formula E. For additional information, see note 5 to our consolidated financial statements.

In October 2023, we completed the Telenet Takeover Bid, pursuant to which we increased our ownership interest in Telenet to 100%. For additional information, see note 14 to our consolidated financial statements.

Through November 7, 2024, we provided residential and B2B communications services in Switzerland through Sunrise. In addition, through March 31, 2022, we provided residential and B2B communications services in Poland through UPC Poland. Accordingly, the Sunrise Entities and UPC 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, see note 6 to our consolidated financial statements.

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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, 2024, our continuing operations owned and operated networks that passed 5,808,100 homes and served 2,530,900 fixed-line customers and 3,006,800 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.

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 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 provide premium electric car racing content through our controlling interest in Formula E. We also have significant investments in ITV, Televisa Univision, Plume, the AtlasEdge JV, EdgeConneX, Lionsgate 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. We also provide technology and finance services to the VMO2 JV, the VodafoneZiggo JV and various third parties and affiliates pursuant to service agreements.

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

We view our business in three strategic platforms, “Liberty Telecom” (our converged broadband, video and mobile communications businesses), “Liberty Growth” (our global investment arm comprised of various technology, media/content, sports, digital infrastructure and other growth assets) and “Liberty Services” (our innovative technology and finance service platforms offered by our centralized functions). 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.

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.

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Results of Operations

We have completed a number of transactions that impact the comparability of our 2024 and 2023 results of operations, the most notable of which is the Formula E Acquisition on October 2, 2024. For further information, see note 5 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 3 to 12 months following the acquisition date, as adjusted to remove integration costs and any other material unusual or non-operational 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, 2024 for our continuing operations was to the euro, as substantially all of our reported revenue during the period was derived from subsidiaries whose functional currencies are the euro. 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 Item 7A. Quantitative and Qualitative Disclosures about Market Risk — Foreign Currency Risk below.

The amounts presented and discussed below represent 100% of each of our consolidated and nonconsolidated reportable segment’s results of operations, despite only holding a 50% noncontrolling interest in both the VMO2 JV and the VodafoneZiggo JV. We account for our 50% interest in both the VMO2 JV and the VodafoneZiggo JV as an equity method investment and as such, 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. The noncontrolling owners’ interests at Telenet and other less significant majority-owned subsidiaries are reflected in net earnings or loss attributable to noncontrolling interests in our consolidated statements of operations.

Discussion and Analysis of our Reportable Segments

General

Telenet, VM Ireland, the VMO2 JV and the VodafoneZiggo JV derive their revenue primarily from residential and B2B communications services. For detailed information regarding the composition of our reportable segments, our “all other category” 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 2024, as compared to 2023. 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 2024 and 2023 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

II-6

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.

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 Item 7A. 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 total consolidated Adjusted EBITDA:

Year ended December 31,
202420232022
in millions
Earnings (loss) from continuing operations$1,869.1$(3,659.1)$771.7
Income tax expense (benefit)(30.8)213.1406.7
Other income, net(201.8)(211.4)(101.0)
Gain on sale of All3Media(242.9)
Gain associated with the Formula E Acquisition(190.7)
Gain associated with the Telenet Wyre Transaction(377.8)
Gain on Telenet Tower Sale(700.5)
Share of results of affiliates, net205.62,018.41,268.3
Realized and unrealized losses due to changes in fair values of certain investments, net28.4556.6317.0
Foreign currency transaction losses (gains), net(1,756.5)719.7(1,298.8)
Realized and unrealized gains on derivative instruments, net(315.2)(78.3)(854.4)
Interest expense574.7505.0300.9
Operating income (loss)(60.1)(313.8)109.9
Impairment, restructuring and other operating items, net49.643.062.3
Depreciation and amortization, net1,002.01,216.41,093.6
Share-based compensation expense168.3204.8163.2
Total consolidated Adjusted EBITDA$1,159.8$1,150.4$1,429.0

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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)
20242023$%$%
in millions, except percentages
Telenet$3,084.4$3,089.2$(4.8)(0.2)$(12.2)(0.4)
VM Ireland491.4506.1(14.7)(2.9)(14.9)(2.9)
Total consolidated reportable segments3,575.83,595.3(19.5)(0.5)
Plus: all other category1,013.6776.2237.430.6
Less: elimination of intercompany consolidated revenue(247.5)(255.7)8.2N.M.
Total consolidated$4,341.9$4,115.8$226.15.5$189.64.6
VMO2 JV$13,649.7$13,574.1$75.60.6
VodafoneZiggo JV$4,450.5$4,450.5$

______________

N.M. — Not Meaningful.

Telenet. The details of the decrease in Telenet’s revenue during 2024, as compared to 2023, are set forth below:

Subscription revenueNon-subscription revenueTotal
in millions
Increase (decrease) in residential fixed subscription revenue due to change in:
Average number of customers$(57.4)$$(57.4)
ARPU51.751.7
Increase in residential fixed non-subscription revenue1.41.4
Total increase (decrease) in residential fixed revenue(5.7)1.4(4.3)
Increase (decrease) in residential mobile revenue (a)0.6(17.1)(16.5)
Increase (decrease) in B2B revenue (b)12.8(35.5)(22.7)
Increase in other revenue (c)31.331.3
Total organic increase (decrease)7.7(19.9)(12.2)
Impact of acquisitions7.17.1
Impact of FX0.20.10.3
Total$7.9$(12.7)$(4.8)

_______________

(a)The decrease in residential mobile non-subscription revenue is primarily attributable to lower interconnect revenue.

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(b)The increase in B2B subscription revenue is primarily due to an increase in the average number of customers. The decrease in B2B non-subscription revenue is primarily attributable to (i) lower interconnect revenue and (ii) a decrease in revenue from wholesale services.

(c)The increase in other revenue is primarily attributable to higher broadcasting revenue. In addition, the increase in other revenue includes the one-off impact of the recognition of previously deferred revenue of approximately $18 million during the third quarter of 2024.

VM Ireland. The details of the decrease in VM Ireland’s revenue during 2024, as compared to 2023, are set forth below:

Subscription revenueNon-subscription revenueTotal
in millions
Decrease in residential fixed subscription revenue due to change in:
Average number of customers$(11.5)$$(11.5)
ARPU(3.4)(3.4)
Decrease in residential fixed non-subscription revenue(0.2)(0.2)
Total decrease in residential fixed revenue(14.9)(0.2)(15.1)
Decrease in residential mobile revenue(0.6)(1.1)(1.7)
Increase in B2B revenue0.63.23.8
Decrease in other revenue(1.9)(1.9)
Total organic decrease(14.9)(14.9)
Impact of FX0.20.2
Total$(14.7)$$(14.7)

Programming and Other Direct Costs of Services, Other Operating Expenses and SG&A Expenses of our 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.

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Adjusted EBITDA of our Reportable Segments

Adjusted EBITDA is the primary measure used by our CODM 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,Increase (decrease)Organic increase (decrease)
20242023$%$%
in millions, except percentages
Telenet$1,292.2$1,315.2$(23.0)(1.7)$(27.6)(2.1)
VM Ireland178.3181.4(3.1)(1.7)(2.9)(1.6)
Total consolidated reportable segments1,470.51,496.6(26.1)(1.7)
Plus: all other category(188.7)(215.1)26.4N.M.
Less: elimination of intercompany consolidated Adjusted EBITDA(122.0)(131.1)9.1N.M.
Total consolidated$1,159.8$1,150.4$9.40.8$21.61.9
VMO2 JV$4,503.4$4,531.3$(27.9)(0.6)
VodafoneZiggo JV$2,033.9$1,972.5$61.43.1

_______________

N.M. — Not Meaningful.

Adjusted EBITDA Margin

The following table sets forth the Adjusted EBITDA margins (Adjusted EBITDA divided by revenue) of each of our reportable segments:

Year ended December 31,
20242023
Telenet41.9%42.6%
VM Ireland36.3%35.8%
VMO2 JV33.0%33.4%
VodafoneZiggo JV45.7%44.3%

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.

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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)Organic increase (decrease)
20242023$%$%
in millions, except percentages
Residential revenue:
Residential fixed revenue (a):
Subscription revenue (b):
Broadband internet$890.6$872.0$18.62.1$18.42.1
Video598.2616.2(18.0)(2.9)(18.1)(2.9)
Fixed-line telephony196.0217.0(21.0)(9.7)(20.9)(9.6)
Total subscription revenue1,684.81,705.2(20.4)(1.2)(20.6)(1.2)
Non-subscription revenue21.621.30.31.41.25.6
Total residential fixed revenue1,706.41,726.5(20.1)(1.2)(19.4)(1.1)
Residential mobile revenue (c):
Subscription revenue (b)487.1487.1
Non-subscription revenue169.3187.8(18.5)(9.9)(18.2)(9.7)
Total residential mobile revenue656.4674.9(18.5)(2.7)(18.2)(2.7)
Total residential revenue2,362.82,401.4(38.6)(1.6)(37.6)(1.6)
B2B revenue (d):
Subscription revenue431.5417.813.73.313.53.2
Non-subscription revenue411.3440.8(29.5)(6.7)(36.6)(8.2)
Total B2B revenue842.8858.6(15.8)(1.8)(23.1)(2.7)
Other revenue (e)1,136.3855.8280.532.8250.328.4
Total$4,341.9$4,115.8$226.15.5$189.64.6

_______________

(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. Residential mobile interconnect revenue was $43.9 million and $57.9 million during 2024 and 2023, respectively.

(d)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

II-11

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 and VM Ireland, (ii) revenue earned from the U.K. JV Services and NL JV Services and (iii) revenue earned from the sale of CPE to the VMO2 JV and the VodafoneZiggo JV.

Total revenue. Our consolidated revenue increased $226.1 million or 5.5% during 2024, as compared to 2023. This increase includes an increase of $18.5 million attributable to the impact of the Formula E Acquisition. On an organic basis, our consolidated revenue increased $189.6 million or 4.6%.

Residential revenue. The details of the decrease in our consolidated residential revenue during 2024, as compared to 2023, are as follows (in millions):

Increase (decrease) in residential fixed subscription revenue due to change in:
Average number of customers$(69.7)
ARPU49.1
Increase in residential fixed non-subscription revenue1.2
Total decrease in residential fixed revenue(19.4)
Decrease in residential mobile non-subscription revenue(18.2)
Total decrease in residential revenue(37.6)
Impact of FX(1.0)
Total decrease in residential revenue$(38.6)

On an organic basis, our consolidated residential fixed subscription revenue decreased $20.6 million or 1.2% during 2024, as compared to 2023, primarily attributable to a decrease at VM Ireland.

On an organic basis, our consolidated residential mobile non-subscription revenue decreased $18.2 million or 9.7% during 2024, as compared to 2023, primarily due to a decrease at Telenet.

B2B revenue. On an organic basis, our consolidated B2B subscription revenue increased $13.5 million or 3.2% during 2024, as compared to 2023, primarily due to an increase at Telenet.

On an organic basis, our consolidated B2B non-subscription revenue decreased $36.6 million or 8.2% during 2024, as compared to 2023, primarily due to a decrease at Telenet.

Other revenue. On an organic basis, our consolidated other revenue increased $250.3 million or 28.4% during 2024, as compared to 2023, primarily attributable to (i) an increase in revenue earned from the sale of CPE to the VMO2 JV beginning in 2024 and (ii) an increase in revenue earned from the U.K. JV Services and NL JV Services. For additional information regarding the increase 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.

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The details of our programming and other direct costs of services are as follows:

Year ended December 31,Increase (decrease)Organic increase (decrease)
20242023$%$%
in millions, except percentages
Telenet$764.5$789.1$(24.6)(3.1)$(26.9)(3.4)
VM Ireland127.7139.0(11.3)(8.1)(11.5)(8.3)
Total consolidated reportable segments892.2928.1(35.9)(3.9)
Plus: all other category644.4446.5197.944.3
Less: elimination of intercompany consolidated programming and other direct costs of services(85.9)(89.1)3.2N.M.
Total consolidated$1,450.7$1,285.5$165.212.9$143.911.0

_______________

N.M. — Not Meaningful.

Our programming and other direct costs of services increased $165.2 million or 12.9% during 2024, as compared to 2023. This increase includes an increase of $20.1 million attributable to the impact of the Formula E Acquisition. On an organic basis, our programming and other direct costs of services increased $143.9 million or 11.0%. This increase includes the following factors:

•An increase in costs of $138.2 million related to the sale of CPE to the VMO2 JV beginning in 2024;

•An increase in costs of $50.5 million due to lower capitalization as a result of our decision in May 2023 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 $24.5 million or 19.0%, primarily due to lower interconnect and mobile roaming costs at Telenet;

•A decrease in costs of $24.1 million related to lower sales of CPE to the VodafoneZiggo JV;

•An increase of $17.2 million related to the recognition of a loss during the fourth quarter of 2024 associated with certain minimum purchase commitments;

•A decrease in programming and copyright costs of $10.4 million or 1.8%, primarily attributable to lower costs for certain content at VM Ireland and Telenet; and

•An increase in costs of $7.6 million related to third-party CPE development costs recognized in the fourth quarter of 2024.

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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)
20242023$%$%
in millions, except percentages
Telenet$515.5$512.8$2.70.5$1.90.4
VM Ireland123.5123.40.10.1(0.2)(0.2)
Total consolidated reportable segments639.0636.22.80.4
Plus: all other category139.3149.8(10.5)(7.0)
Less: elimination of intercompany consolidated other operating expenses(35.0)(31.8)(3.2)N.M.
Total consolidated (excluding share-based compensation expense)743.3754.2(10.9)(1.4)$(12.9)(1.7)
Share-based compensation expense17.811.36.557.5
Total consolidated$761.1$765.5$(4.4)(0.6)

_______________

N.M. — Not Meaningful.

Our other operating expenses (exclusive of share-based compensation expense) decreased $10.9 million or 1.4% during 2024, as compared to 2023. On an organic basis, our other operating expenses decreased $12.9 million or 1.7%. This decrease includes the following factors:

•A decrease in core network and information technology-related costs of $15.6 million or 8.3%, primarily due to the net effect of (i) lower network maintenance and outsourced data center costs, (ii) higher information technology-related costs and (iii) lower leased bandwidth costs at Telenet;

•A decrease in business service costs of $13.6 million or 13.6%, primarily due to lower energy costs at Telenet;

•An increase in outsourced labor costs of $11.5 million or 12.0%, primarily associated with customer-facing activities at Telenet;

•A $11.2 million increase in costs at Telenet associated with the one-time benefit during the second quarter of 2023 from expected settlements of certain operational contingencies;

•A decrease in personnel costs of $9.8 million or 4.4%, primarily due to (i) lower average costs per employee, as an overall decrease was only partially offset by an increase at Telenet, and (ii) lower staffing levels; and

•A decrease in customer service costs of $8.7 million or 12.2%, primarily related to lower call center costs at Telenet.

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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.

The details of our SG&A expenses are as follows:

Year ended December 31,Increase (decrease)Organic increase (decrease)
20242023$%$%
in millions, except percentages
Telenet$512.2$472.1$40.18.5$40.38.5
VM Ireland61.962.3(0.4)(0.6)(0.3)(0.5)
Total consolidated reportable segments574.1534.439.77.4
Plus: all other category418.6395.023.66.0
Less: elimination of intercompany consolidated SG&A expenses(4.6)(3.7)(0.9)N.M.
Total consolidated (excluding share-based compensation expense)988.1925.762.46.7$43.24.6
Share-based compensation expense150.5193.5(43.0)(22.2)
Total consolidated$1,138.6$1,119.2$19.41.7

______________

N.M. — Not Meaningful.

Supplemental SG&A expense information

Year ended December 31,IncreaseOrganic increase
20242023$%$%
in millions, except percentages
General and administrative (a)$686.6$637.4$49.27.7$29.94.6
External sales and marketing301.5288.313.24.613.34.6
Total$988.1$925.7$62.46.7$43.24.6

______________

(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 $62.4 million or 6.7% during 2024, as compared to 2023. This increase includes an increase of $14.7 million attributable to the impact of the Formula E Acquisition. On an organic basis, our SG&A expenses increased $43.2 million or 4.6%. This increase includes the following factors:

•An increase in personnel costs of $29.7 million or 6.2%, primarily at Telenet, due to (i) an increase in temporary personnel costs and (ii) higher average costs per employee; and

•An increase in external sales and marketing costs of $13.3 million or 4.6%, primarily due to higher costs associated with advertising campaigns at Telenet.

II-15

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,
20242023
in millions
Liberty Global (a):
Non-performance based incentive awards (b)$113.9$137.7
Performance based incentive awards (c)18.66.9
Other (d)29.726.9
Total Liberty Global162.2171.5
Telenet share-based incentive awards (e)27.7
Other6.15.6
Total$168.3$204.8
Included in:
Other operating expenses$17.8$11.3
Total SG&A expenses150.5193.5
Total$168.3$204.8

_______________

(a)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 common 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.

(b)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 $25.9 million during 2023.

(c)The 2024 amount includes share-based compensation expense related to the 2024 PSUs. The 2023 amount includes share-based compensation expense related to certain Telenet Replacement Awards.

(d)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.

(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.

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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 $1,002.0 million and $1,216.4 million during 2024 and 2023, respectively. Excluding the effects of FX, depreciation and amortization expense decreased $207.4 million or 17.1% during 2024, as compared to 2023. This decrease is primarily due to the net effect of (i) a decrease associated with certain assets becoming fully depreciated, including (a) with respect to the impact of our decision in May 2023 to market and sell certain of our internally-developed software to third parties and (b) amounts at 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 Telenet and VM Ireland, and (iii) an increase associated with acquisitions, primarily related to the Telenet Wyre Transaction. 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 $49.6 million and $43.0 million during 2024 and 2023, respectively.

The 2024 amount primarily includes (i) restructuring costs of $25.3 million, including amounts at Telenet, and (ii) a provision for legal contingencies of $20.7 million.

The 2023 amount primarily includes (i) direct acquisition and disposition costs of $29.3 million, primarily at Telenet, and (ii) restructuring costs of $20.0 million, primarily at Telenet and VM Ireland.

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 $574.7 million and $505.0 million during 2024 and 2023, respectively. Excluding the effects of FX, interest expense increased $69.5 million or 13.8% during 2024, as compared to 2023. This increase is primarily attributable to a higher average outstanding debt balance and a higher weighted average interest rate. 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 Item 7A. Qualitative and Quantitative Disclosures about Market Risk below, we use derivative instruments to manage our interest rate risks.

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Realized and unrealized gains 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 on derivative instruments, net, are as follows:

Year ended December 31,
20242023
in millions
Cross-currency and interest rate derivative contracts (a)$323.7$(186.2)
Equity-related derivative instruments (b)(38.6)258.5
Foreign currency forward and option contracts30.06.1
Other0.1(0.1)
Total$315.2$78.3

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(a)The gain during 2024 is primarily attributable to the net effect of (i) a net gain associated with changes in the relative value of certain currencies and (ii) a net loss associated with changes in certain market interest rates. In addition, the gain during 2024 includes a net loss of $7.7 million resulting from changes in our credit risk valuation adjustments. The loss during 2023 is attributable to net losses associated with changes in (a) certain market interest rates and (b) the relative value of certain currencies. In addition, the loss during 2023 includes a net gain of $8.4 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 Item 7A. 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,
20242023
in millions
Intercompany balances denominated in a currency other than the entity’s functional currency (a)$1,964.0$(839.0)
U.S. dollar-denominated debt issued by euro functional currency entities(217.7)116.1
Cash and restricted cash denominated in a currency other than the entity’s functional currency8.86.2
Other1.4(3.0)
Total$1,756.5$(719.7)

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(a)Amounts primarily relate to loans between certain of our non-operating subsidiaries in Europe.

For information regarding how we manage our exposure to foreign currency risk, see Item 7A. Quantitative and Qualitative Disclosures about Market Risk — Foreign Currency Risk below.

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Realized and unrealized 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 and fair value measurements, see notes 7 and 9, respectively, to our consolidated financial statements. The details of our realized and unrealized losses due to changes in fair values of certain investments, net, are as follows:

Year ended December 31,
20242023
in millions
EdgeConneX$147.6$122.3
Plume(95.4)(77.8)
Lacework (a)(75.8)(148.6)
Vodafone57.4(362.4)
Televisa Univision(52.1)(9.9)
ITV46.9(40.5)
SMAs33.7(26.4)
Pax8 (b)(27.9)1.3
Aviatrix(24.5)(22.7)
Lionsgate(16.2)32.9
Other, net(22.1)(24.8)
Total$(28.4)$(556.6)

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(a)We completed the sale of our investment in Lacework during the third quarter of 2024.

(b)We completed the sale of our investment in Pax8 during the fourth quarter of 2024.

Share of results of affiliates, net

The following table sets forth the details of our share of results of affiliates, net:

Year ended December 31,
20242023
in millions
VodafoneZiggo JV (a)$(69.3)$(196.7)
AtlasEdge JV(40.9)(31.1)
Formula E (b)(29.1)(19.4)
VMO2 JV (c)(29.0)(1,723.1)
All3Media (d)(15.5)4.0
Streamz(2.3)(6.9)
nexfibre JV(2.2)(34.7)
Other, net(17.3)(10.5)
Total$(205.6)$(2,018.4)

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(a)Represents (i) our 50% share of the results of operations of the VodafoneZiggo JV and (ii) interest income of $55.4 million and $55.3 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:

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Year ended December 31,
20242023
in millions
Revenue$4,450.5$4,450.5
Adjusted EBITDA$2,033.9$1,972.5
Operating income (1)$321.0$250.5
Non-operating expense (2)$(707.3)$(865.1)
Net loss$(257.1)$(510.0)

_______________

(1)Includes depreciation and amortization expense of $1,696.3 million and $1,677.2 million, respectively.

(2)Includes interest expense of $822.9 million and $787.8 million, respectively.

The change in the VodafoneZiggo JV’s revenue during 2024, as compared to 2023, is primarily due to the net effect of (i) a decrease in residential fixed revenue, (ii) an increase in residential mobile revenue and (iii) an increase in B2B fixed revenue. The change in the VodafoneZiggo JV’s Adjusted EBITDA during 2024, as compared to 2023, is primarily due to the net effect of (a) lower energy costs, (b) an increase in wage costs and (c) an increase in programming costs. In addition, the reported revenue and Adjusted EBITDA amounts are impacted by FX.

(b)Includes our share of results of Formula E prior to the Formula E Acquisition Date.

(c)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,
20242023
in millions
Revenue$13,649.7$13,574.1
Adjusted EBITDA$4,503.4$4,531.3
Operating income (loss) (1)$1,037.8$(2,274.5)
Non-operating expense (2)$(1,004.7)$(1,454.3)
Net loss$(1,634.7)$(3,438.6)

_______________

(1)Includes depreciation and amortization expense of $3,311.7 million and $3,693.5 million, respectively.

(2)Includes interest expense of $1,634.7 million and $1,505.1 million, respectively. In addition, the 2023 amount includes a charge of £2.3 billion ($2.9 billion at the applicable rate) related to the VMO2 JV’s goodwill impairment, as described in note 7 to our consolidated financial statements.

The change in the VMO2 JV’s revenue during 2024, as compared to 2023, is primarily due to the net effect of (i) a decrease in mobile revenue due to lower handset sales, (ii) an increase in other revenue related to low-margin construction revenue from the nexfibre JV, (iii) an increase in residential fixed revenue and (iv) a one-time increase in 2023 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 2024, as compared to 2023, is primarily due to the net effect of (a) higher costs related to information technology and digital efficiency programs, (b) the benefit of approximately $62 million during 2024 related to higher capitalized costs by the VMO2 JV due to a change in the terms of a related-party contract under which Liberty Global now sells CPE hardware and embedded essential software to the VMO2 JV, (c) the aforementioned one-time revenue increase in 2023, (d) a handset inventory-related adjustment increasing cost of sales by approximately $27 million in 2024 and (e) 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.

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(d)We completed the sale of our investment in All3Media during the second quarter of 2024.

For additional information regarding our equity method investments, see note 7 to our consolidated financial statements.

Gain on sale of All3Media

In connection with the sale of All3Media, we recognized a gain of $242.9 million during 2024. For additional information, see note 7 to our consolidated financial statements.

Gain associated with the Formula E Acquisition

In connection with the Formula E Acquisition, we recognized a gain of $190.7 million during 2024. For additional information, see note 5 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.

Other income, net

We recognized other income, net, of $201.8 million and $211.4 million during 2024 and 2023, respectively. These amounts include interest and dividend income of $199.3 million and $211.7 million, respectively.

Income tax benefit (expense)

We recognized income tax benefit (expense) of $30.8 million and ($213.1 million) during 2024 and 2023, respectively.

The income tax benefit during 2024 differs from the expected income tax expense of $459.6 million (based on the U.K. income tax rate of 25.0%), primarily due to the net positive impact of (i) non-deductible or non-taxable foreign currency exchange results, (ii) certain permanent differences between the financial and tax accounting treatment of interest and other expenses and (iii) the recognition of previously unrecognized tax benefits.

The income tax expense during 2023 differs from the expected income tax benefit of $809.8 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, (iii) non-deductible or non-taxable foreign currency exchange results and (iv) certain permanent differences between the financial and tax accounting treatment of interest and other expenses.

For additional information concerning our income taxes, see note 13 to our consolidated financial statements.

Earnings (loss) from continuing operations

During 2024 and 2023, we reported earnings (loss) from continuing operations of $1,869.1 million and ($3,659.1 million), respectively, consisting of (i) operating loss of $60.1 million and $313.8 million, respectively, (ii) net non-operating income (expense) of $1,898.4 million and ($3,132.2 million), respectively, and (iii) income tax benefit (expense) of $30.8 million and ($213.1 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 Liquidity and Capital Resources — 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

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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 (loss) from discontinued operations, net of taxes

We reported loss from discontinued operations, net of taxes, of $223.2 million and $214.7 million during 2024 and 2023, respectively, related to the operations of the Sunrise Entities. For additional information, see note 6 to our consolidated financial statements.

Net earnings attributable to noncontrolling interests

Net earnings attributable to noncontrolling interests was $57.9 million and $177.9 million during 2024 and 2023, respectively. The 2024 amount is primarily attributable to noncontrolling interests at Telenet associated with the results of operations of Wyre. The 2023 amount is primarily attributable to the results of operations of Telenet prior to the Telenet Takeover Bid.

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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 two subsidiary “borrowing groups”. These borrowing groups include the respective restricted parent and subsidiary entities within 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, 2024 are set forth in the following table (in millions):

Cash and cash equivalents held by:
Liberty Global and unrestricted subsidiaries:
Liberty Global (a)$3.6
Unrestricted subsidiaries (b)690.7
Total Liberty Global and unrestricted subsidiaries694.3
Borrowing groups (c):
Telenet1,109.7
VM Ireland12.3
Total borrowing groups1,122.0
Total cash and cash equivalents (d)1,816.3
Investments held under SMAs (e)433.1
Total cash and cash equivalents and investments held under SMAs$2,249.4

_______________

(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)The total cash and cash equivalents balance includes $1,207.2 million or 66.5% and $565.3 million or 31.1% denominated in euros and U.S. dollars, respectively.

(e)The balance of our investments held under SMAs is held by unrestricted subsidiaries of Liberty Global and includes $408.9 million or 94.4% denominated in U.S. dollars.

For additional information regarding our cash and cash equivalents and investments held under SMAs, see the discussion under Item 7A. Quantitative and Qualitative Disclosures about Market Risk — Cash and Investments below.

Liquidity of Liberty Global and its unrestricted subsidiaries

The $3.6 million of cash held by Liberty Global and, subject to certain tax and legal considerations, the $690.7 million of aggregate cash and cash equivalents held by unrestricted subsidiaries, together with the $433.1 million of investments held under SMAs, represented available liquidity at the corporate level at December 31, 2024. Our remaining cash and cash equivalents of $1,122.0 million at December 31, 2024 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, 2024, see note 11 to our consolidated financial statements.

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Our short-term sources of corporate liquidity include (i) cash and cash equivalents held by Liberty Global and, subject to certain tax and legal considerations, Liberty Global’s unrestricted subsidiaries, (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 affiliates 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 sales of UPC Poland and All3Media, 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, 2024, our consolidated cash and cash equivalents included $1,812.7 million 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 and British pound sterling 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 and affiliates 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 2024, the aggregate amount of our share repurchases, including direct acquisition costs, was $678.5 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, 2024, 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, 2024 consolidated balance sheet. In this regard, we have significant commitments related to (a) purchase obligations associated with CPE and certain service-related commitments, (b) certain operating costs associated with our networks 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.

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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 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 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, 2024, 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, 2024, the outstanding principal amount of our consolidated debt, together with our finance lease obligations, aggregated $9.2 billion, including $0.9 billion that is classified as current on our consolidated balance sheet and $2.4 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, 2024.

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.

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Consolidated Statements of Cash Flows

General. Our cash flows are subject to significant variations due to FX. See related discussion under Item 7A. Quantitative and Qualitative Disclosures about Market Risk — Foreign Currency Risk below.

Summary. The 2024 and 2023 consolidated statements of cash flows of our continuing operations are summarized as follows:

Year ended December 31,
20242023Change
in millions
Net cash provided by operating activities$1,331.2$1,199.3$131.9
Net cash provided (used) by investing activities1,145.5(1,280.2)2,425.7
Net cash used by financing activities(806.2)(595.2)(211.0)
Effect of exchange rate changes on cash and cash equivalents and restricted cash(64.0)57.9(121.9)
Net increase (decrease) in cash and cash equivalents and restricted cash$1,606.5$(618.2)$2,224.7

Operating Activities. The increase in net cash provided by our operating activities is primarily attributable to the net effect of (i) an increase in cash provided by our Adjusted EBITDA and related working capital items, (ii) a decrease due to FX, (iii) a decrease in cash provided due to higher payments of interest, (iv) an increase in cash provided due to lower payments for taxes, including $315.0 million related to a payment of disputed tax associated with a tax litigation matter during 2023 (see note 13 to our consolidated financial statements), (v) an increase in cash provided due to higher net cash receipts related to derivative instruments and (vi) a decrease in cash provided of $143.5 million due to lower dividend distributions received from the VMO2 JV and the VodafoneZiggo JV. 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 the net effect of (i) an increase in cash of $2,793.2 million associated with (a) lower net cash paid for investments, primarily related to our investment in Vodafone in 2023 and (b) higher net cash received from the sale of our investments held under SMAs, (ii) a decrease in cash of $608.8 million due to lower dividend distributions received from the VMO2 JV, (iii) an increase in cash of $411.7 million in connection with the sale of our investment in All3Media during 2024 and (iv) a decrease in cash of $199.1 million in connection with the Formula E Acquisition during 2024.

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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 consolidated 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,
20242023
in millions
Property and equipment additions$1,061.9$1,014.4
Assets acquired under capital-related vendor financing arrangements(76.8)(96.3)
Assets acquired under finance leases(7.4)(20.9)
Changes in current liabilities related to capital expenditures(69.2)24.7
Capital expenditures, net$908.5$921.9

The increase in our property and equipment additions during 2024, as compared to 2023, is primarily due to an increase in local currency expenditures of our subsidiaries due to the net effect of (i) an increase in expenditures for new build and upgrade projects, (ii) a decrease in expenditures to support new customer products and operational efficiency initiatives, (iii) a decrease in expenditures for the purchase and installation of CPE and (iv) an increase in baseline expenditures, including network improvements and expenditures for property and facilities and information technology systems. During 2024 and 2023, our property and equipment additions represented 24.5% and 24.6% of revenue, respectively.

We expect our 2025 property and equipment additions to increase as compared to our 2024 property and equipment additions. The actual amount of our 2025 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 increase in net cash used by our financing activities is primarily attributable to the net effect of (i) an increase in cash used of $1,983.4 million due to lower net borrowings of debt, including borrowings in 2023 related to (a) the Vodafone Collar Loan and (b) the Telenet Takeover Bid, (ii) a decrease in cash used of $985.7 million due to the acquisition of shares in connection with the Telenet Takeover Bid in 2023 and (iii) a decrease in cash used of $804.9 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 $9.1 million and $27.7 million during 2024 and 2023, 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,
20242023
in millions
Net cash provided by operating activities of our continuing operations$1,331.2$1,199.3
Operating-related vendor financing additions (a)372.3346.2
Cash capital expenditures, net(908.5)(921.9)
Principal payments on operating-related vendor financing(363.7)(376.2)
Principal payments on capital-related vendor financing(114.0)(119.3)
Principal payments on finance leases(5.6)(21.0)
Adjusted free cash flow$311.7$107.1

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(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.

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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 12.4% of our total assets at December 31, 2024.

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 2024 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, 2024, 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

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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. For information concerning our fair value method investments and derivative instruments, see notes 7 and 8, respectively, to our consolidated financial statements.

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 2024, 2023 and 2022, we recognized net gains (losses) of $286.8 million, ($478.3 million) and $537.4 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, 2024.

For information concerning the sensitivity of the fair value of certain of our more significant derivative instruments to changes in market conditions, see Item 7A. 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, respectively, to our consolidated financial statements.

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Income Tax Accounting

We are required to estimate the amount of income 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 losses 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, based on our evaluation of all available evidence, 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, 2024, the aggregate valuation allowance provided against deferred tax assets was $1,934.1 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, 2024 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, 2024, the amount of unrecognized tax benefits for financial reporting purposes, but taken or expected to be taken in our tax returns, was $302.0 million, of which $266.6 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.

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FY 2023 10-K MD&A

SEC filing source: 0001570585-24-000022.

Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary. Confidence: high. Filing date: 2024-02-15. Report date: 2023-12-31.

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.

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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.

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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.

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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:

Year ended December 31,
202320222021
in millions
Earnings (loss) from continuing operations$(3,873.8)$1,105.3$13,527.5
Income tax expense149.6318.9473.3
Other income, net(225.5)(134.4)(44.9)
Gain on AtlasEdge JV Transactions(227.5)
Gain on U.K. JV Transaction(10,873.8)
Gain on Telenet Tower Sale(700.5)
Gain associated with the Telenet Wyre Transaction(377.8)
Share of results of affiliates, net2,019.31,267.8175.4
Losses (gains) on debt extinguishment, net1.4(2.8)90.6
Realized and unrealized losses (gains) due to changes in fair values of certain investments, net557.3323.5(820.6)
Foreign currency transaction losses (gains), net70.8(1,407.2)(1,324.5)
Realized and unrealized losses (gains) on derivative instruments, net526.3(1,213.1)(537.3)
Interest expense907.9589.3882.1
Operating income (loss)(244.5)146.81,320.3
Impairment, restructuring and other operating items, net67.985.1(19.0)
Depreciation and amortization2,315.22,171.42,353.7
Share-based compensation expense231.0192.1308.1
Adjusted EBITDA$2,369.6$2,595.4$3,963.1

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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)
20232022 (a)$%$%
in millions, except percentages
Sunrise$3,380.4$3,180.9$199.56.3$(10.1)(0.3)
Telenet3,089.22,807.3281.910.054.51.8
VM Ireland506.1494.711.42.3(2.0)(0.4)
Central and Other775.7959.9(184.2)(19.2)(135.5)(14.1)
Intersegment eliminations(260.0)(247.1)(12.9)N.M.(12.9)N.M.
Total$7,491.4$7,195.7$295.74.1$(106.0)(1.4)
VMO2 JV$13,574.1$12,857.2$716.95.6
VodafoneZiggo JV$4,450.5$4,284.6$165.93.9

_______________

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.

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Sunrise. The details of the increase in Sunrise’s revenue during 2023, as compared to 2022, are set forth below:

Subscription revenueNon-subscription revenueTotal
in millions
Decrease in residential fixed subscription revenue due to change in:
Average number of customers$(9.0)$$(9.0)
ARPU(37.4)(37.4)
Increase in residential fixed non-subscription revenue (a)29.129.1
Total increase (decrease) in residential fixed revenue(46.4)29.1(17.3)
Increase (decrease) in residential mobile revenue (b)23.4(17.1)6.3
Increase in B2B revenue4.43.37.7
Decrease in other revenue(6.8)(6.8)
Total organic increase (decrease)(18.6)8.5(10.1)
Impact of acquisitions10.110.1
Impact of FX142.856.7199.5
Total$134.3$65.2$199.5

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(a)The increase in residential fixed non-subscription revenue is primarily attributable to higher revenue from equipment sales.

(b)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.

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Telenet. The details of the increase in Telenet’s revenue during 2023, as compared to 2022, are set forth below:

Subscription revenueNon-subscription revenueTotal
in millions
Increase (decrease) in residential fixed subscription revenue due to change in:
Average number of customers$(35.7)$$(35.7)
ARPU44.344.3
Decrease in residential fixed non-subscription revenue(9.2)(9.2)
Total increase (decrease) in residential fixed revenue8.6(9.2)(0.6)
Increase in residential mobile revenue (a)16.40.717.1
Increase in B2B revenue (b)21.413.635.0
Increase in other revenue3.03.0
Total organic increase46.48.154.5
Impact of acquisitions24.1122.6146.7
Impact of dispositions(0.1)(1.5)(1.6)
Impact of FX57.824.582.3
Total$128.2$153.7$281.9

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(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 revenueNon-subscription revenueTotal
in millions
Increase (decrease) in residential fixed subscription revenue due to change in:
Average number of customers$(11.6)$$(11.6)
ARPU3.93.9
Decrease in residential fixed non-subscription revenue(0.7)(0.7)
Total decrease in residential fixed revenue(7.7)(0.7)(8.4)
Increase (decrease) in residential mobile revenue2.6(1.5)1.1
Increase (decrease) in B2B revenue0.8(0.5)0.3
Increase in other revenue5.05.0
Total organic increase (decrease)(4.3)2.3(2.0)
Impact of FX9.44.013.4
Total$5.1$6.3$11.4

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,Increase (decrease)Organic decrease
20232022 (a)$%$%
in millions, except percentages
Sunrise$1,148.5$1,097.8$50.74.6$(28.0)(2.5)
Telenet1,315.21,299.615.61.2(6.1)(0.5)
VM Ireland181.4183.6(2.2)(1.2)(6.9)(3.7)
Central and Other(214.7)74.7(289.4)N.M.(238.0)N.M.
Intersegment eliminations(60.8)(60.3)(0.5)N.M.(0.5)N.M.
Total$2,369.6$2,595.4$(225.8)(8.7)$(279.5)(10.8)
VMO2 JV$4,531.3$4,562.2$(30.9)(0.7)
VodafoneZiggo JV$1,972.5$2,018.0$(45.5)(2.3)

_______________

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.

Adjusted EBITDA Margin

The following table sets forth the Adjusted EBITDA margins (Adjusted EBITDA divided by revenue) of each of our reportable segments:

Year ended December 31,
20232022 (a)
Sunrise34.0%34.5%
Telenet42.6%46.3%
VM Ireland35.8%37.1%
VMO2 JV33.4%35.5%
VodafoneZiggo JV44.3%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)Organic increase (decrease)
20232022$%$%
in millions, except percentages
Residential revenue:
Residential fixed revenue (a):
Subscription revenue (b):
Broadband internet$1,491.0$1,378.2$112.88.2$46.63.4
Video1,091.31,077.413.91.3(56.4)(5.1)
Fixed-line telephony359.6381.4(21.8)(5.7)(35.3)(9.3)
Total subscription revenue2,941.92,837.0104.93.7(45.1)(1.6)
Non-subscription revenue69.246.322.949.518.940.0
Total residential fixed revenue3,011.12,883.3127.84.4(26.2)(0.9)
Residential mobile revenue (c):
Subscription revenue (b)1,519.31,401.4117.98.442.43.0
Non-subscription revenue550.9543.77.21.3(19.0)(3.5)
Total residential mobile revenue2,070.21,945.1125.16.423.41.2
Total residential revenue5,081.34,828.4252.95.2(2.8)(0.1)
B2B revenue (d):
Subscription revenue561.7515.146.69.026.75.2
Non-subscription revenue934.9861.773.28.516.81.9
Total B2B revenue1,496.61,376.8119.88.743.53.1
Other revenue (e)913.5990.5(77.0)(7.8)(146.7)(13.4)
Total$7,491.4$7,195.7$295.74.1$(106.0)(1.4)

_______________

(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.

II-12

(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. Residential mobile interconnect revenue was $114.4 million and $140.0 million during 2023 and 2022, respectively.

(d)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$(59.0)
ARPU13.9
Increase in residential fixed non-subscription revenue18.9
Total decrease in residential fixed revenue(26.2)
Increase in residential mobile subscription revenue42.4
Decrease in residential mobile non-subscription revenue(19.0)
Total decrease in residential revenue(2.8)
Impact of acquisitions and dispositions34.9
Impact of FX220.8
Total increase in residential revenue$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)Organic increase (decrease)
20232022 (a)$%$%
in millions, except percentages
Sunrise$1,100.6$1,020.1$80.57.9$33.53.3
Telenet789.1657.9131.219.95.40.7
VM Ireland139.0134.24.83.61.41.0
Central and Other446.4359.487.024.295.726.6
Intersegment eliminations(90.4)(85.9)(4.5)N.M.(4.5)N.M.
Total$2,384.7$2,085.7$299.014.3$131.56.1

_______________

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)
20232022 (a)$%$%
in millions, except percentages
Sunrise$497.6$462.5$35.17.6$3.70.8
Telenet512.8441.970.916.023.34.9
VM Ireland123.4110.512.911.79.78.8
Central and Other149.4154.3(4.9)(3.2)(11.3)(7.3)
Intersegment eliminations(87.8)(85.9)(1.9)N.M.(1.9)N.M.
Total other operating expenses excluding share-based compensation expense1,195.41,083.3112.110.3$23.52.1
Share-based compensation expense11.74.96.8138.8
Total$1,207.1$1,088.2$118.910.9

_______________

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)Organic increase (decrease)
20232022 (a)$%$%
in millions, except percentages
Sunrise$633.7$600.5$33.25.5$(19.3)(3.1)
Telenet472.1407.964.215.731.97.5
VM Ireland62.366.4(4.1)(6.2)(6.2)(9.3)
Central and Other394.6371.523.16.218.14.9
Intersegment eliminations(21.0)(15.0)(6.0)N.M.(6.0)N.M.
Total SG&A expenses excluding share-based compensation expense1,541.71,431.3110.47.7$18.51.3
Share-based compensation expense219.3187.232.117.1
Total$1,761.0$1,618.5$142.58.8

______________

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,IncreaseOrganic increase (decrease)
20232022$%$%
in millions, except percentages
General and administrative (a)$1,198.1$1,102.9$95.28.6$29.92.6
External sales and marketing343.6328.415.24.6(11.4)(3.4)
Total$1,541.7$1,431.3$110.47.7$18.51.3

______________

(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,
20232022
in millions
Liberty Global:
Non-performance based incentive awards (a)$157.4$133.5
Performance-based incentive awards (b)6.97.1
Other (c)33.530.8
Total Liberty Global (d)197.8171.4
Telenet share-based incentive awards (e)27.710.9
Other5.59.8
Total$231.0$192.1
Included in:
Other operating expenses$11.7$4.9
Total SG&A expenses219.3187.2
Total$231.0$192.1

_______________

(a)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.

(b)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.

(c)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.

(d)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,
20232022
in millions
Cross-currency and interest rate derivative contracts (a)$(785.4)$1,185.5
Equity-related derivative instruments (b)258.5
Foreign currency forward and option contracts0.628.3
Other(0.7)
Total$(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,
20232022
in millions
Intercompany balances denominated in a currency other than the entity’s functional currency (a)$(325.1)$1,806.7
U.S. dollar denominated debt issued by euro functional currency entities249.0(476.7)
Cash and restricted cash denominated in a currency other than the entity’s functional currency9.280.9
Other(3.9)(3.7)
Total$(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,
20232022
in millions
Vodafone$(362.4)$
Lacework(148.6)(26.3)
EdgeConneX122.343.4
Plume(77.8)(55.4)
ITV(40.5)(233.9)
Lionsgate32.9(69.2)
SMAs(26.4)(49.1)
Aviatrix(22.7)
Televisa Univision(9.9)23.1
Pax81.379.3
Skillz (a)(34.7)
TiBiT (b)26.4
Other, net (c)(25.5)(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:

Year ended December 31,
20232022
in millions
VMO2 JV (a)$(1,723.1)$(1,396.6)
VodafoneZiggo JV (b)(196.7)241.2
nexfibre JV(34.7)25.2
AtlasEdge JV(31.1)(23.3)
Formula E(19.4)(20.2)
Streamz(6.9)(35.2)
All3Media4.0(10.0)
Eltrona(34.2)
Other(11.4)(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,
20232022
in millions
Revenue$13,574.1$12,857.2
Adjusted EBITDA$4,531.3$4,562.2
Operating loss (1)$(2,274.5)$(3,461.5)
Non-operating income (expense) (2)$(1,454.3)$448.7
Net loss$(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.

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(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,
20232022
in millions
Revenue$4,450.5$4,284.6
Adjusted EBITDA$1,972.5$2,018.0
Operating income (1)$250.5$394.1
Non-operating income (expense) (2)$(865.1)$214.2
Net earnings (loss)$(510.0)$394.7

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(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.

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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.

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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)498.6
Total Liberty Global and unrestricted subsidiaries498.6
Borrowing groups (c):
Telenet910.0
Sunrise Holding6.6
VM Ireland0.7
Total borrowing groups917.3
Total cash and cash equivalents (d)1,415.9
Investments held under SMAs (e)2,276.1
Total cash and cash equivalents and investments held under SMAs$3,692.0

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(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)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.

(e)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.

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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.

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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.

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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,
20232022Change
in millions
Net cash provided by operating activities$2,165.9$2,786.7$(620.8)
Net cash provided (used) by investing activities(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 cash62.0(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.

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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,
20232022
in millions
Property and equipment additions$1,578.0$1,588.9
Assets acquired under capital-related vendor financing arrangements(178.4)(182.8)
Assets acquired under finance leases(20.9)(34.2)
Changes in current liabilities related to capital expenditures7.3(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,
20232022
in millions
Net cash provided by operating activities of our continuing operations$2,165.9$2,786.7
Operating-related vendor financing additions (a)648.5522.7
Cash capital expenditures, net(1,386.0)(1,303.2)
Principal payments on operating-related vendor financing(568.8)(616.1)
Principal payments on capital-related vendor financing(256.1)(210.1)
Principal payments on finance leases(27.9)(62.0)
Adjusted free cash flow$575.6$1,118.0

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(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.

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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

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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.

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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.

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FY 2022 10-K MD&A

SEC filing source: 0001570585-23-000028.

Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary. Confidence: high. Filing date: 2023-02-22. Report date: 2022-12-31.

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, 2022 and 2021.

•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 2022, as compared to 2021. An analysis of our results of operations and cash flows for 2021, as compared to 2020, 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, 2021 (our 2021 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, 2022.

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 UPC Holding, (ii) Belgium 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.

Through March 31, 2022, we provided residential and B2B communications services in Poland through UPC 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.

Through May 31, 2021, our consolidated operations also provided residential and B2B communications services in the U.K. through Virgin Media. On June 1, 2021, we contributed the U.K. JV Entities 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 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, 2022, our continuing operations owned and operated networks that passed 7,553,400 homes and served 4,083,200 fixed-line customers and 5,850,300 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.

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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 2022, 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 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, therefore 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.

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Results of Operations

We have completed a number of transactions that impact the comparability of our 2022 and 2021 results of operations, the most notable of which are (i) the U.K. JV Transaction on June 1, 2021, (ii) the sale of UPC Poland on April 1, 2022 and (iii) the Telenet Tower Sale on June 1, 2022. For further information regarding our acquisitions and dispositions, see notes 5 and 6, respectively, 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, 2022 was to the euro and Swiss franc, as 55.1% and 43.6% 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. As we have the ability to control Telenet, we consolidate 100% of its revenue and expenses in our consolidated statements of operations despite the fact that third parties own a significant interest. The noncontrolling owners’ interests in the operating results of Telenet and other less significant majority-owned subsidiaries are reflected in net earnings or loss attributable to noncontrolling interests in our consolidated statements of operations. Similarly, 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 additional 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 2022, as compared to 2021. 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 2022 and 2021 at the end of this section.

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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.

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:

Year ended December 31,
202220212020
in millions
Earnings (loss) from continuing operations$1,105.3$13,527.5$(1,525.1)
Income tax expense (benefit)318.9473.3(275.9)
Other income, net(134.4)(44.9)(76.2)
Gain on AtlasEdge JV Transactions(227.5)
Gain on U.K. JV Transaction(10,873.8)
Gain on Telenet Tower Sale(700.5)
Share of results of affiliates, net1,267.8175.4245.3
Losses (gains) on debt extinguishment, net(2.8)90.6233.2
Realized and unrealized losses (gains) due to changes in fair values of certain investments, net302.1(735.0)(45.2)
Foreign currency transaction losses (gains), net(1,407.2)(1,324.5)1,409.3
Realized and unrealized losses (gains) on derivative instruments, net(1,191.7)(622.9)878.7
Interest expense589.3882.11,186.8
Operating income146.81,320.32,030.9
Impairment, restructuring and other operating items, net85.1(19.0)97.4
Depreciation and amortization2,171.42,353.72,227.2
Share-based compensation expense192.1308.1348.0
Adjusted EBITDA$2,595.4$3,963.1$4,703.5

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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)
20222021$%$%
in millions, except percentages
Switzerland$3,180.9$3,321.9$(141.0)(4.2)$(0.5)
Belgium2,807.33,065.9(258.6)(8.4)49.21.6
U.K. (a)2,736.4(2,736.4)(100.0)
Ireland494.7550.0(55.3)(10.1)5.61.0
Central and Other722.4648.773.711.470.010.8
Intersegment eliminations(9.6)(11.6)2.0N.M.2.0N.M.
Total$7,195.7$10,311.3$(3,115.6)(30.2)$126.31.7
VMO2 JV (b)$12,857.2$8,522.9$4,334.350.9
VodafoneZiggo JV$4,284.6$4,824.2$(539.6)(11.2)

_______________

N.M. — Not Meaningful.

(a)Represents the revenue of the U.K. JV Entities through the June 1, 2021 closing of the U.K. JV Transaction.

(b)The 2021 amount represents the revenue of the VMO2 JV for the period beginning June 1, 2021.

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Switzerland. The details of the decrease in Switzerland’s revenue during 2022, as compared to 2021, are set forth below:

Subscription revenueNon-subscription revenueTotal
in millions
Decrease in residential fixed subscription revenue due to change in:
Average number of customers$(5.8)$$(5.8)
ARPU(42.3)(42.3)
Decrease in residential fixed non-subscription revenue (a)(13.3)(13.3)
Total decrease in residential fixed revenue(48.1)(13.3)(61.4)
Increase in residential mobile revenue (b)29.419.148.5
Increase in B2B revenue (c)3.415.218.6
Decrease in other revenue(6.2)(6.2)
Total organic increase (decrease)(15.3)14.8(0.5)
Impact of FX(101.3)(39.2)(140.5)
Total$(116.6)$(24.4)$(141.0)

_______________

(a)The decrease in residential fixed non-subscription revenue is primarily due to lower revenue associated with our Swiss sports channels.

(b)The increase in residential mobile subscription revenue is largely due to an increase in the average number of mobile subscribers. The increase in residential mobile non-subscription revenue is primarily attributable to an increase in revenue from handset sales.

(c)The increase in B2B non-subscription revenue is primarily due to the net effect of (i) higher revenue from wholesale services and (ii) lower revenue from telephony services.

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Belgium. The details of the decrease in Belgium’s revenue during 2022, as compared to 2021, are set forth below:

Subscription revenueNon-subscription revenueTotal
in millions
Increase (decrease) in residential fixed subscription revenue due to change in:
Average number of customers$(16.0)$$(16.0)
ARPU3.93.9
Decrease in residential fixed non-subscription revenue(4.2)(4.2)
Total decrease in residential fixed revenue(12.1)(4.2)(16.3)
Increase (decrease) in residential mobile revenue (a)30.5(41.7)(11.2)
Increase in B2B revenue (b)14.253.167.3
Increase in other revenue9.49.4
Total organic increase32.616.649.2
Impact of acquisitions39.839.8
Impact of dispositions(0.8)(0.8)
Impact of FX(254.9)(91.9)(346.8)
Total$(222.3)$(36.3)$(258.6)

_______________

(a)The increase in residential mobile subscription revenue is primarily due to higher ARPU. The decrease in residential mobile non-subscription revenue is primarily attributable to lower interconnect revenue.

(b)The increase in B2B subscription revenue is primarily attributable to an increase in ARPU. The increase in B2B non-subscription revenue is largely due to higher revenue from wholesale services and an increase in interconnect revenue.

For information concerning certain regulatory developments that could have an adverse impact on our revenue in Belgium, see Legal and Regulatory Proceedings and Other Contingencies — Belgium Regulatory Developments in note 18 to our consolidated financial statements.

Ireland. The details of the decrease in Ireland’s revenue during 2022, as compared to 2021, are set forth below:

Subscription revenueNon-subscription revenueTotal
in millions
Increase (decrease) in residential fixed subscription revenue due to change in:
Average number of customers$(8.1)$$(8.1)
ARPU6.26.2
Decrease in residential fixed non-subscription revenue(0.6)(0.6)
Total decrease in residential fixed revenue(1.9)(0.6)(2.5)
Increase in residential mobile revenue3.71.14.8
Increase in B2B revenue1.11.12.2
Increase in other revenue1.11.1
Total organic increase2.92.75.6
Impact of FX(44.7)(16.2)(60.9)
Total$(41.8)$(13.5)$(55.3)

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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,Increase (decrease)Organic increase (decrease)
20222021$%$%
in millions, except percentages
Switzerland$1,137.8$1,208.7$(70.9)(5.9)$(3.0)(0.3)
Belgium1,308.11,481.8(173.7)(11.7)14.71.0
U.K. (a)1,085.3(1,085.3)(100.0)
Ireland197.5218.6(21.1)(9.7)3.21.5
Central and Other(47.0)(33.1)(13.9)(42.0)(64.3)N.M.
Intersegment eliminations(1.0)1.8(2.8)N.M.(2.8)N.M.
Total$2,595.4$3,963.1$(1,367.7)(34.5)$(52.2)(1.8)
VMO2 JV (b)$4,562.2$2,716.6$1,845.667.9
VodafoneZiggo JV$2,018.0$2,265.6$(247.6)(10.9)

_______________

N.M. — Not Meaningful.

(a)Represents the Adjusted EBITDA of the U.K. JV Entities through the June 1, 2021 closing of the U.K. JV Transaction.

(b)The 2021 amount represents Adjusted EBITDA of the VMO2 JV for the period beginning June 1, 2021.

Adjusted EBITDA Margin

The following table sets forth the Adjusted EBITDA margins (Adjusted EBITDA divided by revenue) of each of our reportable segments:

Year ended December 31,
20222021
Switzerland35.7%36.4%
Belgium46.6%48.3%
Ireland39.9%39.7%
VMO2 JV35.5%31.9%
VodafoneZiggo JV47.1%47.0%

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

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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)Organic increase (decrease)
20222021$%$%
in millions, except percentages
Residential revenue:
Residential fixed revenue (a):
Subscription revenue (b):
Broadband internet$1,378.2$2,371.7$(993.5)(41.9)$39.22.7
Video1,077.41,831.8(754.4)(41.2)(55.9)(4.5)
Fixed-line telephony381.4841.1(459.7)(54.7)(43.7)(9.5)
Total subscription revenue2,837.05,044.6(2,207.6)(43.8)(60.4)(1.9)
Non-subscription revenue94.5161.2(66.7)(41.4)(18.0)(15.1)
Total residential fixed revenue2,931.55,205.8(2,274.3)(43.7)(78.4)(2.4)
Residential mobile revenue (c):
Subscription revenue (b)1,401.41,630.7(229.3)(14.1)63.64.4
Non-subscription revenue543.7760.8(217.1)(28.5)(21.1)(3.5)
Total residential mobile revenue1,945.12,391.5(446.4)(18.7)42.52.1
Total residential revenue4,876.67,597.3(2,720.7)(35.8)(35.9)(0.7)
B2B revenue (d):
Subscription revenue515.1619.0(103.9)(16.8)18.63.4
Non-subscription revenue861.71,243.8(382.1)(30.7)68.67.9
Total B2B revenue1,376.81,862.8(486.0)(26.1)87.26.2
Other revenue (e)942.3851.291.110.775.08.4
Total$7,195.7$10,311.3$(3,115.6)(30.2)$126.31.7

_______________

(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. Residential mobile interconnect revenue was $140.0 million and $232.6 million during 2022 and 2021, respectively.

II-12

(d)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) revenue earned from the U.K. JV Services and NL JV Services, (ii) broadcasting revenue in Belgium and Ireland, (iii) revenue earned from transitional and other services provided to various third parties and (iv) revenue earned from the sale of CPE to the VodafoneZiggo JV.

Total revenue. Our consolidated revenue decreased $3,115.6 million or 30.2% during 2022, as compared to 2021. This decrease includes a decrease of $2,736.4 million attributable to the impact of the U.K. JV Transaction. On an organic basis, our consolidated revenue increased $126.3 million or 1.7%.

Residential revenue. The details of the decrease in our consolidated residential revenue during 2022, as compared to 2021, are as follows (in millions):

Decrease in residential fixed subscription revenue due to change in:
Average number of customers$(32.0)
ARPU(28.4)
Decrease in residential fixed non-subscription revenue(18.0)
Total decrease in residential fixed revenue(78.4)
Increase in residential mobile subscription revenue63.6
Decrease in residential mobile non-subscription revenue(21.1)
Total decrease in residential revenue(35.9)
Impact of acquisitions and dispositions(2,287.4)
Impact of FX(397.4)
Total decrease in residential revenue$(2,720.7)

On an organic basis, our consolidated residential fixed subscription revenue decreased $60.4 million or 1.9% during 2022, as compared to 2021, primarily attributable to a decrease in Switzerland.

On an organic basis, our consolidated residential fixed non-subscription revenue decreased $18.0 million or 15.1% during 2022, as compared to 2021, primarily due to a decrease in Switzerland.

On an organic basis, our consolidated residential mobile subscription revenue increased $63.6 million or 4.4% during 2022, as compared to 2021, primarily attributable to increases in Belgium and Switzerland.

On an organic basis, our consolidated residential mobile non-subscription revenue decreased $21.1 million or 3.5% during 2022, as compared to 2021, primarily due to a decrease in Belgium, partially offset by an increase in Switzerland.

B2B revenue. On an organic basis, our consolidated B2B subscription revenue increased $18.6 million or 3.4% during 2022, as compared to 2021, primarily due to an increase in Belgium.

On an organic basis, our consolidated B2B non-subscription revenue increased $68.6 million or 7.9% during 2022, as compared to 2021, primarily attributable to increases in Belgium and Switzerland.

Other revenue. On an organic basis, our consolidated other revenue increased $75.0 million or 8.4% during 2022, as compared to 2021, primarily attributable to an increase in Central and Other due to the net effect of (i) an increase in revenue earned from the sale of CPE to the VodafoneZiggo JV and (ii) a decrease in revenue earned from the NL JV Services.

II-13

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. 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)Organic increase (decrease)
20222021$%$%
in millions, except percentages
Switzerland$1,020.1$1,063.2$(43.1)(4.1)$2.00.2
Belgium657.9706.8(48.9)(6.9)(2.4)(0.3)
U.K. (a)868.1(868.1)(100.0)
Ireland134.2157.7(23.5)(14.9)(7.1)(4.5)
Central and Other276.3226.150.222.266.029.2
Intersegment eliminations(2.8)(4.3)1.5N.M.1.5N.M.
Total$2,085.7$3,017.6$(931.9)(30.9)$60.02.7

_______________

N.M. — Not Meaningful.

(a)Represents the programming and other direct costs of the U.K. JV Entities through the June 1, 2021 closing of the U.K. JV Transaction.

Our programming and other direct costs of services decreased $931.9 million or 30.9% during 2022, as compared to 2021. This decrease includes a decrease of $868.1 million attributable to the impact of the U.K. JV Transaction. On an organic basis, our programming and other direct costs of services increased $60.0 million or 2.7%. This increase is primarily due to the net effect of the following factors:

•An increase in costs of $65.8 million in Central and Other related to the sale of CPE to the VodafoneZiggo JV;

•A decrease in programming and copyright costs of $22.3 million or 3.7%, attributable to lower costs for certain premium and/or basic content, primarily in Ireland and Switzerland;

•A decrease in interconnect and access costs of $22.3 million or 2.8%, primarily due to the net effect of (i) lower interconnect and mobile roaming costs in Switzerland and Belgium, (ii) higher leased tower costs in Switzerland and (iii) lower MVNO costs in Switzerland;

•An increase in mobile handset and other device costs of $21.9 million or 6.7%, largely due to higher sales volumes in Switzerland; and

•An increase of $8.1 million associated with the impact of the classification of costs in connection with the U.K. JV Services provided by Central and Other, which, subsequent to the completion of the U.K. JV Transaction, are classified as direct costs of services. This increase was fully offset by a corresponding decrease in various SG&A expense categories within Central and Other.

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)
20222021$%$%
in millions, except percentages
Switzerland$422.3$405.1$17.24.2$36.49.0
Belgium434.4451.6(17.2)(3.8)10.42.2
U.K. (a)405.9(405.9)(100.0)
Ireland90.094.5(4.5)(4.8)6.77.1
Central and Other139.2115.124.120.933.629.2
Intersegment eliminations(2.6)(1.3)(1.3)N.M.(1.3)N.M.
Total other operating expenses excluding share-based compensation expense1,083.31,470.9(387.6)(26.4)$85.87.9
Share-based compensation expense4.913.7(8.8)(64.2)
Total$1,088.2$1,484.6$(396.4)(26.7)

_______________

N.M. — Not Meaningful.

(a)Represents the other operating expenses of the U.K. JV Entities through the June 1, 2021 closing of the U.K. JV Transaction.

Our other operating expenses (exclusive of share-based compensation expense) decreased $387.6 million or 26.4% during 2022, as compared to 2021. This decrease includes a decrease of $405.9 million attributable to the impact of the U.K. JV Transaction. On an organic basis, our other operating expenses increased $85.8 million or 7.9%. This increase is primarily due to the following factors:

•An increase in business service costs of $42.4 million or 32.5%, primarily due to (i) an increase in energy costs, primarily in Belgium, and (ii) higher consulting costs, primarily in Central and Other;

•An increase in bad debt expense of $17.6 million or 82.3%, primarily in Switzerland. This increase includes $4.5 million recognized in Switzerland associated with the sale of certain handset receivables, for which the proceeds of CHF 110.3 million ($113.7 million at the applicable rate) were received on July 1, 2022. The expense recognized during the second quarter of 2022 represents the difference between the carrying amount of the associated receivables and the amount received pursuant to the sale; and

•An increase in core network and information technology-related costs of $14.2 million or 5.7%, primarily due to (i) higher network maintenance costs, primarily due to an increase in Central and Other that was only partially offset by a decrease in Switzerland, and (ii) higher information technology-related expenses in Ireland, Central and Other and Belgium.

II-15

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.

The details of our SG&A expenses are as follows:

Year ended December 31,Increase (decrease)Organic increase (decrease)
20222021$%$%
in millions, except percentages
Switzerland$600.7$644.9$(44.2)(6.9)$(35.9)(5.4)
Belgium406.9425.7(18.8)(4.4)26.56.2
U.K. (a)377.1(377.1)(100.0)
Ireland73.079.2(6.2)(7.8)2.83.6
Central and Other353.9340.613.33.934.710.2
Intersegment eliminations(3.2)(7.8)4.6N.M.4.6N.M.
Total SG&A expenses excluding share-based compensation expense1,431.31,859.7(428.4)(23.0)$32.72.2
Share-based compensation expense187.2294.4(107.2)(36.4)
Total$1,618.5$2,154.1$(535.6)(24.9)

______________

N.M. — Not Meaningful.

(a)Represents the SG&A expenses the U.K. JV Entities through the June 1, 2021 closing of the U.K. JV Transaction.

Supplemental SG&A expense information

Year ended December 31,DecreaseOrganic increase
20222021$%$%
in millions, except percentages
General and administrative (a)$1,102.9$1,443.6$(340.7)(23.6)$17.91.5
External sales and marketing328.4416.1(87.7)(21.1)14.84.4
Total$1,431.3$1,859.7$(428.4)(23.0)$32.72.2

______________

(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) decreased $428.4 million or 23.0% during 2022, as compared to 2021. This decrease includes a decrease of $377.1 million attributable to the impact of the U.K. JV Transaction. On an organic basis, our SG&A expenses increased $32.7 million or 2.2%. This increase is primarily due to the following factors:

•An increase in business service costs of $27.2 million or 15.7%, primarily due to higher (i) travel and entertainment costs in Central and Other, (ii) energy costs in Central and Other and Belgium, (iii) facility management costs in Belgium and Central and Other and (iv) consulting costs, as a decrease in Switzerland was more than offset by increases in Belgium and Central and Other; and

II-16

•An increase in external sales and marketing costs of $14.8 million or 4.4%, primarily due to higher costs associated with advertising campaigns in Switzerland.

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,
20222021
in millions
Liberty Global:
Non-performance based incentive awards (a)$133.5$168.6
Performance-based incentive awards (b)7.159.6
Other (c)30.833.6
Total Liberty Global171.4261.8
Telenet share-based incentive awards (d)10.935.1
Other9.811.2
Total$192.1$308.1
Included in:
Other operating expenses$4.9$13.7
Total SG&A expenses187.2294.4
Total$192.1$308.1

_______________

(a)In April 2021, with respect to 2014 and 2015 grants, the compensation committee of our board of directors approved the extension dates of outstanding SARs and director options from a seven-year term to a ten-year term. 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 $22.7 million during 2021.

(b)Includes share-based compensation expense related to (i) our 2019 Challenge Performance Awards and (ii) in the 2021 period, PSUs and our 2019 CEO Performance Award.

(c)Represents annual incentive compensation and defined contribution plan liabilities that have been or are expected to be settled with Liberty Global ordinary 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 ordinary shares of Liberty Global in lieu of cash. In addition, amounts include compensation expense related to the 2022 and 2021 Ventures Incentive Plans.

(d)Represents the share-based compensation expense associated with Telenet’s share-based incentive awards, which, at December 31, 2022, included performance- and non-performance-based stock option awards with respect to 3,519,920 Telenet shares. These stock option awards had a weighted average exercise price of €31.43 ($33.66).

For additional information concerning our share-based compensation, see note 15 to our consolidated financial statements.

II-17

Depreciation and amortization expense

Our depreciation and amortization expense was $2,171.4 million and $2,353.7 million during 2022 and 2021, respectively. Excluding the effects of FX, depreciation and amortization expense decreased $6.3 million or 0.3% during 2022, as compared to 2021. This decrease is primarily due to the net effect of (i) a decrease associated with certain assets becoming fully depreciated, primarily in Central and Other, Switzerland and Belgium and (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 in Central and Other, Switzerland and Belgium.

Impairment, restructuring and other operating items, net

We recognized impairment, restructuring and other operating items, net, of $85.1 million during 2022, as compared to ($19.0 million) during 2021.

The 2022 amount primarily includes (i) a $39.6 million provision in Central and Other related to a legal contingency, (ii) abandoned lease expense of $20.2 million, primarily in Switzerland, and (iii) direct acquisition and disposition costs of $19.4 million, primarily in Belgium.

The 2021 amount primarily includes (i) a $108.6 million gain related to the settlement of certain litigation in Switzerland, (ii) restructuring charges of $58.2 million, including $53.7 million of employee severance and termination costs related to certain reorganization activities, primarily in Switzerland, and (iii) direct acquisition and disposition costs of $53.0 million, primarily related to costs incurred in connection with the formation of the VMO2 JV and the Sunrise Acquisition.

If, among other factors, (i) our equity values were to decline or (ii) 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 $589.3 million and $882.1 million during 2022 and 2021, respectively. Excluding the effects of FX, interest expense decreased $220.4 million or 25.0% during 2022, as compared to 2021. This decrease is primarily attributable to a lower average outstanding debt balance, largely due to the impact of the U.K. JV Transaction. 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,
20222021
in millions
Cross-currency and interest rate derivative contracts (a)$1,185.5$578.9
Foreign currency forward and option contracts28.3(31.8)
Equity-related derivative instruments:
ITV Collar(11.8)
Other(21.4)85.6
Total equity-related derivative instruments (b)(21.4)73.8
Other(0.7)2.0
Total$1,191.7$622.9

_______________

(a)The gains during 2022 and 2021 are attributable to net gains associated with changes in (i) certain market interest rates and (ii) the relative value of certain currencies. In addition, the gains during 2022 and 2021 include net losses of $16.6 million and $10.7 million, respectively, 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 8 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.

II-19

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,
20222021
in millions
Intercompany payables and receivables denominated in a currency other than the entity’s functional currency (a)$1,806.7$1,595.7
U.S. dollar denominated debt issued by euro functional currency entities(476.7)(399.1)
Cash and restricted cash denominated in a currency other than the entity’s functional currency80.9(101.1)
U.S. dollar denominated debt issued by British pound sterling functional currency entities246.2
Euro denominated debt issued by British pound sterling functional currency entities(24.1)
Other(3.7)6.9
Total$1,407.2$1,324.5

_______________

(a)Amounts primarily relate to (i) loans between certain of our non-operating and operating subsidiaries in Europe, which generally are denominated in the currency of the applicable operating subsidiary, and (ii) loans between certain of our non-operating subsidiaries in the U.S. and Europe.

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-20

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 and debt, see notes 7, 9 and 11, 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,
20222021
in millions
ITV$(233.9)$15.3
Pax879.3
Lionsgate(69.2)33.9
SMAs(49.1)(10.1)
EdgeConneX43.428.9
Plume(34.8)133.9
Skillz(34.7)(100.4)
TiBiT (a)26.4
Lacework(26.3)223.9
Televisa Univision23.1301.6
Aviatrix65.4
Other, net (b)(26.3)42.6
Total$(302.1)$735.0

_______________

(a)Our investment in TiBiT was sold during the fourth quarter of 2022.

(b)Includes gains of $15.7 million and $12.9 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 $2.8 million and ($90.6 million) during 2022 and 2021, respectively.

The gain during 2022 is attributable to (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 (i) the write-off of $77.7 million of unamortized deferred financing costs and discounts and (ii) the payment of $12.9 million of redemption premiums.

For additional information concerning our gains (losses) on debt extinguishment, net, see note 11 to our consolidated financial statements.

II-21

Share of results of affiliates, net

The following table sets forth the details of our share of results of affiliates, net:

Year ended December 31,
20222021
in millions
VMO2 JV (a)$(1,396.6)$(97.2)
VodafoneZiggo JV (b)241.2(32.0)
Streamz(35.2)(0.7)
Eltrona(34.2)(17.2)
AtlasEdge JV(23.3)(5.8)
Formula E(20.2)(2.5)
All3Media(10.0)(17.4)
Other10.5(2.6)
Total$(1,267.8)$(175.4)

_______________

(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,
20222021 (1)
in millions
Revenue$12,857.2$8,522.9
Adjusted EBITDA$4,562.2$2,716.6
Operating income (expense) (2)$(3,461.5)$74.8
Non-operating income (expense) (3)$448.7$(426.4)
Net loss$(3,042.0)$(173.2)

_______________

(1)Includes the operating results of the VMO2 JV for the period from June 1, 2021 through December 31, 2021.

(2)Includes depreciation and amortization expense of $4,108.5 million and $2,551.2 million, respectively.

(3)Includes interest expense of $1,016.2 million and $568.6 million, respectively. The 2022 amount includes a charge of £3.1 billion ($3.6 billion at the applicable rate) related to the VMO2 JV’s goodwill impairment, as described in note 7 to our consolidated financial statements.

The VMO2 JV was formed on June 1, 2021. As a result, the reported amounts for 2021 are based on results for the period beginning June 1, 2021. The change in the VMO2 JV’s revenue during 2022, as compared to 2021, is primarily due to the net effect of (i) an increase in mobile subscription revenue and (ii) a decrease in B2B revenue, with each revenue category as defined and reported by the VMO2 JV. The change in the VMO2 JV’s Adjusted EBITDA during 2022, as compared to 2021, is primarily due to the net effect of (a) the realization of synergies and cost efficiencies and (b) higher energy costs. In addition, the reported revenue and Adjusted EBITDA amounts are impacted by FX.

II-22

(b)Represents (i) our 50% share of the results of operations of the VodafoneZiggo JV and (ii) interest income of $53.8 million and $56.5 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,
20222021
in millions
Revenue$4,284.6$4,824.2
Adjusted EBITDA$2,018.0$2,265.6
Operating income (1)$394.1$351.2
Non-operating income (expense) (2)$214.2$(442.1)
Net earnings (loss)$394.7$(163.1)

_______________

(1)Includes depreciation and amortization expense of $1,610.7 million and $1,870.0 million, respectively.

(2)Includes interest expense of $606.4 million and $605.0 million, respectively.

The decrease in the VodafoneZiggo JV’s revenue during 2022, as compared to 2021, is primarily due to the net effect of (i) a decrease in residential fixed revenue, (ii) an increase in B2B revenue and (iii) higher residential mobile revenue. The decrease in the VodafoneZiggo JV’s Adjusted EBITDA during 2022, as compared to 2021, 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 on Telenet Tower Sale

In connection with the Telenet Tower Sale, we recognized a pre-tax gain during 2022 of $700.5 million. 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 during 2021 of $10,873.8 million, 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 during 2021 of $227.5 million, 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 $134.4 million and $44.9 million during 2022 and 2021, respectively. These amounts include (i) interest and dividend income of $76.6 million and $13.9 million, respectively, and (ii) credits related to the non-service component of our net periodic pension costs of $33.9 million and $38.9 million, respectively.

II-23

Income tax benefit (expense)

We recognized income tax expense of $318.9 million and $473.3 million during 2022 and 2021, respectively.

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.

The income tax expense during 2021 differs from the expected income tax expense of $2,660.2 million (based on the U.K. statutory income tax rate of 19.0%), primarily due to the positive impact of the non-taxable gain associated with the U.K. JV Transaction.

For additional information concerning our income taxes, see note 13 to our consolidated financial statements.

Earnings (loss) from continuing operations

During 2022 and 2021, we reported earnings from continuing operations of $1,105.3 million and $13,527.5 million, respectively, consisting of (i) operating income of $146.8 million and $1,320.3 million, respectively, (ii) net non-operating income of $1,277.4 million and $12,680.5 million, respectively, and (iii) income tax expense of $318.9 million and $473.3 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 and $82.6 million during 2022 and 2021, respectively, 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 were $513.1 million and $183.3 million during 2022 and 2021, respectively, primarily attributable to the results of operations of Telenet.

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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 UPC 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, 2022 are set forth in the following table (in millions):

Cash and cash equivalents held by:
Liberty Global and unrestricted subsidiaries:
Liberty Global (a)$1.8
Unrestricted subsidiaries (b)580.5
Total Liberty Global and unrestricted subsidiaries582.3
Borrowing groups (c):
Telenet1,140.0
UPC Holding3.0
VM Ireland0.9
Total borrowing groups1,143.9
Total cash and cash equivalents (d)1,726.2
Investments held under SMAs (e)2,854.6
Total cash and cash equivalents and investments held under SMAs$4,580.8

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(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)The total cash and cash equivalents balance includes $1,307.9 million or 75.8% and $347.2 million or 20.1% denominated in euros and U.S. dollars, respectively.

(e)The balance of our investments held under SMAs was 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.

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Liquidity of Liberty Global and its Unrestricted Subsidiaries

The $1.8 million of cash and cash equivalents held by Liberty Global and, subject to certain tax and legal considerations, the $580.5 million of aggregate cash and cash equivalents held by unrestricted subsidiaries, together with the $2,854.6 million of investments held under SMAs, represented available liquidity at the corporate level at December 31, 2022. Our remaining cash and cash equivalents of $1,143.9 million at December 31, 2022 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, 2022, see note 11 to our consolidated financial statements.

Our short-term sources of corporate liquidity include (i) cash and cash equivalents held by Liberty Global and, subject to certain tax and legal considerations, Liberty Global’s unrestricted subsidiaries, (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, 2022, our consolidated cash and cash equivalents balance included $1,345.8 million held by entities that are domiciled outside of the U.K. 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 corporate general and administrative expenses and, from time to time, cash requirements in connection with (i) the repayment of third-party and intercompany debt, (ii) the satisfaction of contingent liabilities, (iii) acquisitions, (iv) the repurchase of equity and debt securities, (v) other investment opportunities, (vi) any funding requirements of our subsidiaries and affiliates or (vii) income tax payments. In addition, our parent entity uses available liquidity to make interest and principal payments on notes payable to certain of our unrestricted subsidiaries (aggregate outstanding principal of $12.7 billion at December 31, 2022 with varying maturity dates).

During 2022, the aggregate amount of our share repurchases, including direct acquisition costs, was $1,702.6 million. As a U.K. incorporated company, we may only elect to repurchase shares or pay dividends to the extent of our Distributable Reserves. Under our current repurchase program, we are authorized during 2023 to repurchase 10% of our total outstanding shares as of the beginning of the year. 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, 2022, 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.

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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, 2022 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, (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.

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 (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 plc. 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, 2022, 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, 2022, the outstanding principal amount of our consolidated debt, together with our finance lease obligations, aggregated $13.8 billion, including $0.8 billion that is classified as current on our consolidated balance sheet and $12.7 billion that is not due until 2028 or thereafter. All of our consolidated debt and finance lease obligations have been borrowed or incurred by our subsidiaries at December 31, 2022.

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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.

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 2022 and 2021 consolidated statements of cash flows of our continuing operations are summarized as follows:

Year ended December 31,
20222021Change
in millions
Net cash provided by operating activities$2,786.7$3,364.0$(577.3)
Net cash provided (used) by investing activities1,296.6(5,745.5)7,042.1
Net cash used by financing activities(3,273.4)(1,512.6)(1,760.8)
Effect of exchange rate changes on cash and cash equivalents and restricted cash(27.7)(6.6)(21.1)
Net increase (decrease) in cash and cash equivalents and restricted cash$782.2$(3,900.7)$4,682.9

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 by our Adjusted EBITDA and related working capital items, which includes (a) the impact of the U.K. JV Transaction and (b) an increase in cash of $113.7 million (at the applicable rate) in connection with the sale of certain handset receivables in Switzerland, (ii) an increase in cash provided due to higher dividend distributions from the VMO2 JV, (iii) a decrease due to FX, (iv) an increase in cash provided due to lower payments of interest, including the impact of the U.K. JV Transaction, (v) an increase in cash provided due to higher net cash receipts related to derivative instruments, and (vi) an increase in cash provided due to higher receipts of interest. 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) an increase in cash of $3,424.0 million associated with restricted cash contributed to the VMO2 JV in connection with the U.K. JV Transaction during the first six months of 2021, (ii) an increase in cash of $1,553.3 million in connection with the sale of UPC Poland, (iii) an increase in cash of $870.5 million associated with lower net cash paid for investments, primarily related to our investments held under SMAs, (iv) an increase in cash of $779.9 million in connection with the Telenet Tower Sale and (v) an increase in cash of $477.9 million due to higher dividend distributions received from the VMO2 JV. Capital expenditures decreased from $1,408.0 million during 2021 to $1,303.2 million during 2022 due to the net effect of (a) a decrease due to the impact of the U.K. JV Transaction, (b) a decrease due to FX and (c) an increase in our net local currency capital expenditures and related working capital movements, including the impact of lower capital-related vendor financing.

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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,
20222021
in millions
Property and equipment additions$1,588.9$2,169.5
Assets acquired under capital-related vendor financing arrangements(182.8)(661.1)
Assets acquired under finance leases(34.2)(42.6)
Changes in current liabilities related to capital expenditures(68.7)(57.8)
Capital expenditures, net$1,303.2$1,408.0

The decrease in our property and equipment additions during 2022, as compared to 2021, is primarily due to the net effect of (i) a decrease due to the impact of the U.K. JV Transaction, (ii) a decrease due to FX, (iii) an increase in local currency expenditures of our subsidiaries due to the net effect of (a) an increase in expenditures for the purchase and installation of CPE, (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) a decrease expenditures to support new customer products and operational efficiency initiatives. During 2022 and 2021, our property and equipment additions represented 22.1% and 21.0% of revenue, respectively.

We expect our 2023 property and equipment additions to remain relatively stable as compared to our 2022 property and equipment additions. The actual amount of our 2023 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 increase in net cash used by our financing activities is primarily attributable to the net effect of (i) an increase in cash used of $1,825.9 million due to higher net repayments of debt, (ii) a decrease in cash used of $287.3 million due to lower net repayments of vendor financing, including the impact of the U.K. JV Transaction, (iii) an increase in cash used of $193.6 million due to higher net payments related to derivatives and (iv) an increase in cash used of $123.0 million due to higher repurchases of Liberty Global ordinary 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 the operating activities of our continuing operations includes cash paid for third-party costs directly associated with successful and unsuccessful acquisitions and dispositions of $36.2 million and $80.5 million during 2022 and 2021, 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,
20222021
in millions
Net cash provided by operating activities of our continuing operations$2,786.7$3,364.0
Operating-related vendor financing additions (a)522.71,781.6
Cash capital expenditures, net(1,303.2)(1,408.0)
Principal payments on operating-related vendor financing(616.1)(1,408.0)
Principal payments on capital-related vendor financing(210.1)(964.4)
Principal payments on finance leases(62.0)(75.7)
Adjusted free cash flow$1,118.0$1,289.5

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(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.

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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 21.7% of our total assets at December 31, 2022.

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 is necessary to estimate the fair value of reporting units. The equity of one of our reporting units, Telenet, is publicly traded in an active market. For this reporting unit, our fair value determination is based on quoted market prices. For other reporting units, we typically determine fair value using an income-based approach (discounted cash flows) based on assumptions in our long-range business plans 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 2022 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, 2022, 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, (i) our equity values were to decline or (ii) 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.

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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 directly associated with the development of internal-use software.

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 2022, 2021 and 2020, we recognized net gains (losses) of $889.6 million, $1,357.9 million and ($833.5 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, 2022.

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

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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.

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, 2022, the aggregate valuation allowance provided against deferred tax assets was $1,586.5 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, 2022 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, 2022, the amount of unrecognized tax benefits for financial reporting purposes, but taken or expected to be taken in our tax returns, was $435.2 million, of which $337.9 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.

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FY 2021 10-K MD&A

SEC filing source: 0001570585-22-000038.

Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary. Confidence: high. Filing date: 2022-02-17. Report date: 2021-12-31.

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, 2021 and 2020.

•Liquidity and Capital Resources. This section provides an analysis of our corporate and subsidiary liquidity and consolidated statements of cash flow.

•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.

Unless otherwise indicated, convenience translations into U.S. dollars are calculated, and operational data is presented, as of December 31, 2021.

Included below is an analysis of our results of operations and cash flows for 2021, as compared to 2020. An analysis of our results of operations and cash flows for 2020, as compared to 2019, 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, 2020 (our 2020 10-K), which is available through the Securities and Exchange Commission’s website at www.sec.gov.

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 UPC Holding, (ii) Belgium through Telenet and (iii) Ireland through another wholly-owned subsidiary of Liberty Global. In addition, we own 50% noncontrolling interests in (a) the VodafoneZiggo JV, which provides residential and B2B communications services in the Netherlands, and (b) the VMO2 JV, which provides residential and B2B communication services in the U.K.

In addition, we currently provide residential and B2B communications services in Poland through UPC Holding. On September 22, 2021, we entered into an agreement to sell our operations in Poland. Accordingly, our operations in Poland are reflected as discontinued operations for all periods presented. 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 pending sale of UPC Poland, including with respect to our current expectations on timing and use of proceeds, see note 6 to our consolidated financial statements.

Through May 31, 2021, our consolidated operations also provided residential and B2B communications services in the U.K. through Virgin Media. On June 1, 2021, we contributed the U.K. JV Entities 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 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, 2021, our continuing operations owned and operated networks that passed 7,477,100 homes and served 4,129,700 fixed-line customers and 5,689,900 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.

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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, Univision, Lacework, Plume, the Atlas Edge JV, All3Media, EdgeConneX, Lionsgate, the Formula E racing series and several regional sports networks.

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, digital 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 2021, 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 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, therefore 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. For additional information regarding the impact of COVID-19 on our results of operations during 2021 and 2020, see Discussion and Analysis of our Reportable Segments below.

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.

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Results of Operations

We have completed a number of transactions that impact the comparability of our 2021 and 2020 results of operations, the most notable of which are (i) the Sunrise Acquisition on November 11, 2020 and (ii) the U.K. JV Transaction on June 1, 2021. For further information regarding our acquisitions and dispositions, see notes 5 and 6, respectively, 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, 2021 was to the euro and Swiss franc, as 55.2% and 43.7% of our reported revenue during such 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. As we have the ability to control Telenet, we consolidate 100% of its revenue and expenses in our consolidated statements of operations despite the fact that third parties own a significant interest. The noncontrolling owners’ interests in the operating results of Telenet and other less significant majority-owned subsidiaries are reflected in net earnings or loss attributable to noncontrolling interests in our consolidated statements of operations.

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 VodafoneZiggo JV and, for the period beginning June 1, 2021, the VMO2 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 consolidated reportable segments for 2021, as compared to 2020. 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) 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 consolidated reportable segments for 2021 and 2020 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.

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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 consolidated reportable segments (non-functional currency expenses). 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:

Year ended December 31,
202120202019
in millions
Earnings (loss) from continuing operations$13,527.5$(1,525.1)$(1,475.9)
Income tax expense (benefit)473.3(275.9)234.0
Other income, net(44.9)(76.2)(114.4)
Gain on Atlas Edge JV Transactions(227.5)
Gain on U.K. JV Transaction(10,873.8)
Share of results of affiliates, net175.4245.3198.5
Losses on debt extinguishment, net90.6233.2216.7
Realized and unrealized gains due to changes in fair values of certain investments and debt, net(735.0)(45.2)(72.0)
Foreign currency transaction losses (gains), net(1,324.5)1,409.395.6
Realized and unrealized losses (gains) on derivative instruments, net(622.9)878.7193.2
Interest expense882.11,186.81,384.2
Operating income1,320.32,030.9659.9
Impairment, restructuring and other operating items, net(19.0)97.4155.4
Depreciation and amortization2,353.72,227.23,546.3
Share-based compensation expense308.1348.0305.8
Adjusted EBITDA$3,963.1$4,703.5$4,667.4

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Revenue of our Consolidated Reportable Segments

General. While not specifically discussed in the below explanations of the changes in the revenue of our consolidated 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.

Revenue — 2021 compared to 2020

Year ended December 31,Increase (decrease)Organic increase (decrease)
20212020$%$%
in millions, except percentages
Switzerland$3,321.9$1,573.8$1,748.1111.1$(35.5)(1.1)
Belgium3,065.92,940.9125.04.321.70.7
U.K. (a)2,736.46,076.9(3,340.5)(55.0)63.12.6
Ireland550.0513.736.37.118.23.5
Central and Other648.7461.9186.840.432.37.0
Intersegment eliminations(11.6)(21.8)10.2N.M.10.2N.M.
Total$10,311.3$11,545.4$(1,234.1)(10.7)$110.01.1

_______________

N.M. — Not Meaningful.

(a)Represents the revenue of the U.K. JV Entities through the June 1, 2021 closing of the U.K. JV Transaction.

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Switzerland. The details of the increase in Switzerland’s revenue during 2021, as compared to 2020, are set forth below:

Subscription revenueNon-subscription revenueTotal
in millions
Decrease in residential fixed subscription revenue due to change in:
Average number of customers$(25.5)$$(25.5)
ARPU(15.1)(15.1)
Decrease in residential fixed non-subscription revenue(2.7)(2.7)
Total decrease in residential fixed revenue(40.6)(2.7)(43.3)
Increase (decrease) in residential mobile revenue (a)46.7(73.8)(27.1)
Increase (decrease) in B2B revenue (b)(0.7)45.344.6
Decrease in other revenue(9.7)(9.7)
Total organic increase (decrease)5.4(40.9)(35.5)
Impact of acquisitions1,178.9547.01,725.9
Impact of FX31.226.557.7
Total$1,215.5$532.6$1,748.1

_______________

(a)The increase in residential mobile subscription revenue is largely due to an increase in the average number of mobile subscribers. The decrease in residential mobile non-subscription revenue is primarily attributable to a decrease in revenue from mobile handset sales.

(b)The increase in B2B non-subscription revenue is primarily due to the net effect of (i) higher revenue from wholesale services and (ii) lower revenue from telephony services.

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Belgium. The details of the increase in Belgium’s revenue during 2021, as compared to 2020, are set forth below:

Subscription revenueNon-subscription revenueTotal
in millions
Increase (decrease) in residential fixed subscription revenue due to change in:
Average number of customers$(24.0)$$(24.0)
ARPU11.811.8
Increase in residential fixed non-subscription revenue4.64.6
Total increase (decrease) in residential fixed revenue(12.2)4.6(7.6)
Increase (decrease) in residential mobile revenue (a)12.3(20.7)(8.4)
Increase (decrease) in B2B revenue (b)21.4(1.3)20.1
Increase in other revenue (c)17.617.6
Total organic increase21.50.221.7
Impact of dispositions(1.8)(0.5)(2.3)
Impact of FX80.824.8105.6
Total$100.5$24.5$125.0

_______________

(a)The increase in residential mobile subscription revenue is primarily due to the net effect of (i) higher ARPU and (ii) a decrease in the average number of mobile subscribers. The decrease in residential mobile non-subscription revenue is primarily attributable to lower interconnect revenue.

(b)The increase in B2B subscription revenue is primarily attributable to an increase in the average number of customers.

(c)The increase in other revenue is attributable to higher broadcasting revenue.

For information concerning certain regulatory developments that could have an adverse impact on our revenue in Belgium, see Legal and Regulatory Proceedings and Other Contingencies — Belgium Regulatory Developments in note 18 to our consolidated financial statements.

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U.K. The details of the decrease in the U.K.’s revenue during 2021, as compared to 2020, are set forth below:

Subscription revenueNon-subscription revenueTotal
in millions
Increase (decrease) in residential fixed subscription revenue due to change in:
Average number of customers$74.7$$74.7
ARPU (a)(93.8)(93.8)
Increase in residential fixed non-subscription revenue (b)13.013.0
Total increase (decrease) in residential fixed revenue(19.1)13.0(6.1)
Increase in residential mobile revenue (c)1.332.734.0
Increase in B2B revenue (d)9.925.435.3
Decrease in other revenue(0.1)(0.1)
Total organic increase (decrease)(7.9)71.063.1
Impact of dispositions(2,802.3)(802.2)(3,604.5)
Impact of FX158.742.2200.9
Total$(2,651.5)$(689.0)$(3,340.5)

_______________

(a)The decrease in fixed subscription revenue related to a change in ARPU includes an increase of approximately $19 million associated with the pausing or cancellation of certain sporting events during the second quarter of 2020, as further described under Discussion and Analysis of our Consolidated Operating Results — Programming and other direct costs of services below.

(b)The increase in residential fixed non-subscription revenue is primarily attributable to increases in (i) revenue from late fees, (ii) cancellation revenue and (iii) installation revenue.

(c)The increase in residential mobile non-subscription revenue is primarily attributable to an increase in revenue from mobile handset sales.

(d)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 the net effect of (i) an increase in revenue associated with long-term leases of a portion of our network and (ii) lower revenue from data services.

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Ireland. The details of the increase in Ireland’s revenue during 2021, as compared to 2020, are set forth below:

Subscription revenueNon-subscription revenueTotal
in millions
Increase (decrease) in residential fixed subscription revenue due to change in:
Average number of customers$(1.5)$$(1.5)
ARPU0.30.3
Increase in residential fixed non-subscription revenue0.10.1
Total increase (decrease) in residential fixed revenue(1.2)0.1(1.1)
Increase (decrease) in residential mobile revenue4.1(1.0)3.1
Increase (decrease) in B2B revenue0.7(3.0)(2.3)
Increase in other revenue (a)18.518.5
Total organic increase3.614.618.2
Impact of FX14.23.918.1
Total$17.8$18.5$36.3

_______________

(a)The increase in other revenue is attributable to higher broadcasting revenue.

Revenue — 2020 compared to 2019

For discussion and analysis of the revenue of our consolidated reportable segments during 2020, as compared to 2019, see Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations included in Part II of our 2020 10-K.

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.

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Adjusted EBITDA of our Consolidated 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 tables set forth the Adjusted EBITDA of our consolidated reportable segments.

Adjusted EBITDA — 2021 compared to 2020

Year ended December 31,Increase (decrease)Organic increase (decrease)
20212020$%$%
in millions, except percentages
Switzerland$1,208.7$693.8$514.974.2$(10.5)(0.9)
Belgium1,481.81,413.468.44.817.21.2
U.K. (a)1,085.32,453.5(1,368.2)(55.8)(13.0)(1.3)
Ireland218.6202.016.68.29.64.8
Central and Other(33.1)(61.4)28.346.1(49.4)(80.5)
Intersegment eliminations1.82.2(0.4)N.M.(0.4)N.M.
Total$3,963.1$4,703.5$(740.4)(15.7)$(46.5)(1.2)

_______________

N.M. — Not Meaningful.

(a)Represents the Adjusted EBITDA of the U.K. JV Entities through the June 1, 2021 closing of the U.K. JV Transaction.

Adjusted EBITDA Margin

The following table sets forth the Adjusted EBITDA margins (Adjusted EBITDA divided by revenue) of each of our consolidated reportable segments:

Year ended December 31,
20212020
Switzerland36.4%44.1%
Belgium48.3%48.1%
U.K. (a)39.7%40.4%
Ireland39.7%39.3%

_______________

(a)Represents the results of the U.K. JV Entities through the June 1, 2021 closing of the U.K. JV Transaction.

In addition to organic changes in the revenue, operating and SG&A expenses of our consolidated reportable segments, the Adjusted EBITDA margins presented above include the impact of acquisitions, as applicable. In this regard, the Sunrise Acquisition had a significant adverse impact on the Adjusted EBITDA margin in Switzerland, as the acquired Sunrise mobile business generates a relatively lower Adjusted EBITDA margin than our legacy operations in Switzerland. 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.

Adjusted EBITDA — 2020 compared to 2019

For the details of our Adjusted EBITDA and Adjusted EBITDA margins during 2020, as compared to 2019, see Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations included in Part II of our 2020 10-K.

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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.

2021 compared to 2020

Revenue

Our revenue by major category is set forth below:

Year ended December 31,Increase (decrease)Organic increase (decrease)
20212020$%$%
in millions, except percentages
Residential revenue:
Residential fixed revenue (a):
Subscription revenue (b):
Broadband internet$2,371.7$3,181.9$(810.2)(25.5)$43.11.9
Video1,831.82,446.2(614.4)(25.1)(30.2)(1.7)
Fixed-line telephony841.11,328.2(487.1)(36.7)(85.9)(9.7)
Total subscription revenue5,044.66,956.3(1,911.7)(27.5)(73.0)(1.5)
Non-subscription revenue161.2217.3(56.1)(25.8)14.510.3
Total residential fixed revenue5,205.87,173.6(1,967.8)(27.4)(58.5)(1.2)
Residential mobile revenue (c):
Subscription revenue (b)1,630.71,090.3540.449.664.44.2
Non-subscription revenue760.8691.569.310.0(62.9)(7.8)
Total residential mobile revenue2,391.51,781.8609.734.21.50.1
Total residential revenue7,597.38,955.4(1,358.1)(15.2)(57.0)(0.8)
B2B revenue (d):
Subscription revenue619.0563.955.19.831.35.5
Non-subscription revenue1,243.81,431.5(187.7)(13.1)63.15.7
Total B2B revenue1,862.81,995.4(132.6)(6.6)94.45.6
Other revenue (e)851.2594.6256.643.272.611.7
Total$10,311.3$11,545.4$(1,234.1)(10.7)$110.01.1

_______________

(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. Residential mobile interconnect revenue was $232.6 million and $227.9 million during 2021 and 2020, respectively.

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(d)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 increase 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, 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) revenue earned from the VMO2 JV Services, the NL JV Services and the sale of customer premises equipment to the VodafoneZiggo JV, (ii) broadcasting revenue in Belgium and Ireland and (iii) revenue earned from transitional and other services provided to various third parties.

Total revenue. Our consolidated revenue decreased $1,234.1 million or 10.7% during 2021, as compared to 2020. This decrease includes a decrease of $3,604.5 million attributable to the impact of the U.K. JV Transaction and an increase of $1,725.9 million attributable to the impact of the Sunrise Acquisition. On an organic basis, our consolidated revenue increased $110.0 million or 1.1%.

Residential revenue. The details of the decrease in our consolidated residential revenue during 2021, as compared to 2020, are as follows (in millions):

Increase (decrease) in residential fixed subscription revenue due to change in:
Average number of customers$25.3
ARPU(98.3)
Increase in residential fixed non-subscription revenue14.5
Total decrease in residential fixed revenue(58.5)
Increase in residential mobile subscription revenue64.4
Decrease in residential mobile non-subscription revenue(62.9)
Total organic decrease in residential revenue(57.0)
Impact of acquisitions and dispositions(1,592.1)
Impact of FX291.0
Total decrease in residential revenue$(1,358.1)

On an organic basis, our consolidated residential fixed subscription revenue decreased $73.0 million or 1.5% during 2021, as compared to 2020, primarily attributable to decreases in Switzerland and the U.K.

On an organic basis, our consolidated residential fixed non-subscription revenue decreased $14.5 million or 10.3% during 2021, as compared to 2020, primarily due an increase in the U.K.

On an organic basis, our consolidated residential mobile subscription revenue increased $64.4 million or 4.2% during 2021, as compared to 2020, primarily attributable to increases in Switzerland and Belgium.

On an organic basis, our consolidated residential mobile non-subscription revenue decreased $62.9 million or 7.8% during 2021, as compared to 2020, primarily due to the net effect of (i) decreases in Switzerland and Belgium and (ii) an increase in the U.K.

B2B revenue. On an organic basis, our consolidated B2B subscription revenue increased $31.3 million or 5.5% during 2021, as compared to 2020, primarily due to increases in Belgium and the U.K.

On an organic basis, our consolidated B2B non-subscription revenue increased $63.1 million or 5.7% during 2021, as compared to 2020, primarily attributable to increases in Switzerland and the U.K.

Other revenue. On an organic basis, our consolidated other revenue increased $72.6 million or 11.7% during 2021, as compared to 2020, primarily attributable to (i) an increase in Central and Other related to revenue earned from (a) the sale of customer premises equipment to the VodafoneZiggo JV and (b) the NL JV Services and (ii) higher broadcasting revenue in Ireland and Belgium.

II-15

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. 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)Organic increase (decrease)
20212020$%$%
in millions, except percentages
Switzerland$1,063.2$417.7$645.5154.5$(49.8)(4.5)
Belgium706.8695.910.91.6(11.9)(1.7)
U.K. (a)868.11,911.9(1,043.8)(54.6)35.44.6
Ireland157.7143.813.99.78.55.9
Central and Other226.1157.468.743.630.919.6
Intersegment eliminations(4.3)(6.1)1.8N.M.1.8N.M.
Total$3,017.6$3,320.6$(303.0)(9.1)$14.90.5

_______________

N.M. — Not Meaningful.

(a)Represents the programming and other direct costs of the U.K. JV Entities through the June 1, 2021 closing of the U.K. JV Transaction.

Our programming and other direct costs of services decreased $303.0 million or 9.1% during 2021, as compared to 2020. This decrease includes a decrease of $1,142.7 million attributable to the impact of the U.K. JV Transaction and an increase of $682.4 million attributable to the impact of the Sunrise Acquisition. On an organic basis, our programming and other direct costs of services increased $14.9 million or 0.5%. This increase includes the following factors:

•A decrease in mobile handset and other device costs of $52.4 million or 13.1%, primarily due to the net effect of (i) lower sales volumes, as a decrease in Switzerland was only partially offset by an increase in the U.K., and (ii) higher average costs per handset sold in the U.K.;

•An increase in programming and copyright costs of $51.2 million or 3.2%, attributable to higher costs for certain premium and/or basic content, primarily in the U.K., Belgium and Ireland. The higher costs in the U.K. include an increase of $14.1 million related to the net impact of credits received during the second quarters of 2020 and 2021 in connection with (i) the pausing or cancellation of certain sporting events due to the COVID-19 pandemic during 2020, which offset the aforementioned revenue increases, and (ii) the loss of certain content;

•A decrease in interconnect and access costs of $24.9 million or 2.8%, primarily due to the net effect of (i) lower interconnect and mobile roaming costs, primarily in Belgium, the U.K. and Switzerland, (ii) higher leased tower costs in Switzerland and (iii) lower MVNO costs, primarily in Switzerland and the U.K.;

•An increase of $16.3 million associated with the impact of the classification of costs in connection with the U.K. JV Services provided by Central and Other, which, subsequent to the completion of the U.K. JV Transaction, are classified as direct costs of services. This increase was fully offset by a corresponding decrease in various SG&A expense categories within Central and Other; and

•An increase in costs of $14.2 million in Central and Other related to the sale of customer premises equipment to the VodafoneZiggo JV.

II-16

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)
20212020$%$%
in millions, except percentages
Switzerland$405.1$210.5$194.692.4$(9.0)(2.2)
Belgium451.6416.235.48.519.84.8
U.K. (a)405.9917.6(511.7)(55.8)12.13.4
Ireland94.593.21.31.4(2.1)(2.3)
Central and Other115.172.242.959.429.440.7
Intersegment eliminations(1.3)2.0(3.3)N.M.(3.3)N.M.
Total other operating expenses excluding share-based compensation expense1,470.91,711.7(240.8)(14.1)$46.93.4
Share-based compensation expense13.77.66.180.3
Total$1,484.6$1,719.3$(234.7)(13.7)

_______________

N.M. — Not Meaningful.

(a)Represents the other operating expenses of the U.K. JV Entities through the June 1, 2021 closing of the U.K. JV Transaction.

Our other operating expenses (exclusive of share-based compensation expense) decreased $240.8 million or 14.1% during 2021, as compared to 2020. This decrease includes a decrease of $538.6 million attributable to the impact of the U.K. JV Transaction and an increase of $187.6 million attributable to the impact of the Sunrise Acquisition. On an organic basis, our other operating expenses increased $46.9 million or 3.4%. This increase includes the following factors:

•An increase in personnel costs of $27.7 million or 5.3%, primarily due to the net effect of (i) higher staffing levels, primarily in Switzerland and the U.K., (ii) lower costs due to the impact of an increase in the use of internal labor for certain network-related capital projects in the U.K. and (iii) higher average costs per employee, as a decrease in Switzerland was more than offset by increases in the U.K., Central and Other and Belgium;

•An increase in core network and information technology-related costs of $22.5 million or 8.3%, primarily due to higher information technology-related expenses in Central and Other, Belgium and Switzerland;

•A decrease in bad debt expense of $9.8 million or 12.0%, primarily due to decreases in the U.K., Switzerland and Ireland that were only partially offset by an increase in Belgium; and

•An increase in business service costs of $9.3 million or 5.1%, primarily due to higher consulting costs in Switzerland and Central and Other.

II-17

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.

The details of our SG&A expenses are as follows:

Year ended December 31,Increase (decrease)Organic increase (decrease)
20212020$%$%
in millions, except percentages
Switzerland$644.9$251.8$393.1156.1$33.85.6
Belgium425.7415.410.32.5(3.4)(0.8)
U.K. (a)377.1793.9(416.8)(52.5)28.69.0
Ireland79.274.74.56.02.22.9
Central and Other340.6293.746.916.021.47.3
Intersegment eliminations(7.8)(19.9)12.1N.M.12.1N.M.
Total SG&A expenses excluding share-based compensation expense1,859.71,809.650.12.8$94.75.6
Share-based compensation expense294.4340.4(46.0)(13.5)
Total$2,154.1$2,150.0$4.10.2

______________

N.M. — Not Meaningful.

(a)Represents the SG&A expenses the U.K. JV Entities through the June 1, 2021 closing of the U.K. JV Transaction.

Supplemental SG&A expense information

Year ended December 31,IncreaseOrganic increase
20212020$%$%
in millions, except percentages
General and administrative (a)$1,443.6$1,406.2$37.42.7$83.86.4
External sales and marketing416.1403.412.73.110.92.8
Total$1,859.7$1,809.6$50.12.8$94.75.6

______________

(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 $50.1 million or 2.8% during 2021, as compared to 2020. This increase includes a decrease of $463.4 million attributable to the impact of the U.K. JV Transaction and an increase of $347.7 million attributable to the impact of the Sunrise Acquisition. On an organic basis, our SG&A expenses increased $94.7 million or 5.6%. This increase includes the following factors:

•An increase in core network and information technology-related costs of $34.4 million or 17.6%, primarily due to higher information technology-related expenses in the U.K., Switzerland and Central and Other;

•An increase in personnel costs of $34.4 million or 4.1%, primarily due to the net effect of (i) lower staffing levels, primarily in the U.K., Belgium and Switzerland, (ii) higher average costs per employee, primarily in Central and Other and the U.K., and (iii) higher incentive compensation costs, primarily in Central and Other, Switzerland and the U.K.

II-18

The higher average costs per employee in Central and Other include a decrease of $13.8 million associated with the aforementioned impact of the classification of costs in connection with the U.K. JV Services provided by Central and Other, which, subsequent to the completion of the U.K. JV Transaction, are classified as direct costs of services; and

•An increase in external sales and marketing costs of $10.9 million or 2.8%, primarily due to higher costs associated with advertising campaigns, as increases in the U.K. and Switzerland were only partially offset by a decrease in Belgium.

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,
20212020
in millions
Liberty Global:
Performance-based incentive awards (a)$59.6$127.4
Non-performance based incentive awards168.6134.1
Other (b)33.646.2
Total Liberty Global261.8307.7
Telenet share-based incentive awards (c)35.135.5
Other11.24.8
Total$308.1$348.0
Included in:
Other operating expenses$13.7$7.6
Total SG&A expenses294.4340.4
Total$308.1$348.0

_______________

(a)Includes share-based compensation expense related to (i) PSUs, (ii) our 2019 CEO Performance Award and (iii) our 2019 Challenge Performance Awards.

(b)Represents annual incentive compensation and defined contribution plan liabilities that have been or are expected to be settled with Liberty Global ordinary 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 ordinary shares of Liberty Global in lieu of cash.

(c)Represents the share-based compensation expense associated with Telenet’s share-based incentive awards, which, at December 31, 2021, included performance- and non-performance-based stock option awards with respect to 4,126,221 Telenet shares. These stock option awards had a weighted average exercise price of €39.73 ($45.24).

For additional information concerning our share-based compensation, see note 15 to our consolidated financial statements.

II-19

Depreciation and amortization expense

Our depreciation and amortization expense was $2,353.7 million and $2,227.2 million during 2021 and 2020, respectively. Excluding the effects of FX, depreciation and amortization expense increased $67.3 million or 3.0% during 2021, as compared to 2020. This increase is primarily due to the net effect of (i) an increase due to the Sunrise Acquisition, (ii) a decrease in the U.K. of $577.5 million as a result of the held-for-sale presentation of the U.K. JV Entities effective May 7, 2020, (iii) an increase associated with property and equipment additions related to the installation of customer premises equipment, the expansion and upgrade of our networks and other capital initiatives, primarily in Central and Other, Belgium and Switzerland, and (iv) a decrease associated with certain assets becoming fully depreciated, primarily in Central and Other, Belgium and Switzerland. For information regarding the held-for-sale presentation of the U.K. JV Entities prior to completion of the U.K. JV Transaction, see note 6 to our consolidated financial statements.

Impairment, restructuring and other operating items, net

We recognized impairment, restructuring and other operating items, net, of ($19.0 million) during 2021, as compared to $97.4 million during 2020.

The 2021 amount primarily includes (i) a $108.6 million gain related to the settlement of certain litigation in Switzerland, (ii) restructuring charges of $58.2 million, including $53.7 million of employee severance and termination costs related to certain reorganization activities, primarily in Switzerland, and (iii) direct acquisition and disposition costs of $53.0 million, primarily related to costs incurred in connection with the formation of the VMO2 JV and the Sunrise Acquisition.

The 2020 amount primarily includes (i) direct acquisition and disposition costs of $76.1 million, primarily related to costs incurred in connection with the Sunrise Acquisition and the formation of the VMO2 JV, (ii) restructuring charges of $47.5 million, including $34.9 million of employee severance and termination costs related to certain reorganization activities, primarily in Switzerland, the U.K. and Central and Other, (iii) a $42.0 million gain in Belgium associated with the disposal of certain content assets and liabilities and (iv) impairment charges of $13.2 million, primarily in Belgium and the U.K.

If, among other factors, (i) our equity values were to decline or (ii) 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 Property and Equipment and Intangible Assets below.

Interest expense

We recognized interest expense of $882.1 million and $1,186.8 million during 2021 and 2020, respectively. Excluding the effects of FX, interest expense decreased $349.8 million or 29.5% during 2021, as compared to 2020. This decrease is primarily attributable to (i) the impact of the U.K. JV Transaction and (ii) borrowings used to fund the Sunrise Acquisition, the net effect of which resulted in a lower average outstanding debt balance and a lower weighted average interest rate. 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-20

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,
20212020
in millions
Cross-currency and interest rate derivative contracts (a)$578.9$(1,184.3)
Equity-related derivative instruments:
ITV Collar(11.8)364.2
Other85.622.5
Total equity-related derivative instruments (b)73.8386.7
Foreign currency forward and option contracts(31.8)(81.1)
Other2.0
Total$622.9$(878.7)

_______________

(a)The gain during 2021 is attributable to net gains associated with changes in (i) certain market interest rates and (ii) the relative value of certain currencies. In addition, the gain during 2021 includes a net loss of $10.7 million resulting from changes in our credit risk valuation adjustments. The loss during 2020 is attributable to net losses associated with changes in (a) the relative value of certain currencies and (b) certain market interest rates. In addition, the loss during 2020 includes a net gain of $336.0 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 notes 8 and 9 to our consolidated financial statements and Quantitative and Qualitative Disclosures about Market Risk below.

II-21

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 gain (losses), net, are as follows:

Year ended December 31,
20212020
in millions
Intercompany payables and receivables denominated in a currency other than the entity’s functional currency (a)$1,595.7$(1,880.2)
U.S. dollar denominated debt issued by euro functional currency entities(399.1)435.0
U.S. dollar denominated debt issued by British pound sterling functional currency entities246.250.7
Cash and restricted cash denominated in a currency other than the entity’s functional currency(101.1)(134.1)
Euro denominated debt issued by British pound sterling functional currency entities(24.1)30.5
British pound sterling denominated debt issued by a U.S. dollar functional currency entity88.9
Other6.9(0.1)
Total$1,324.5$(1,409.3)

_______________

(a)Amounts primarily relate to (i) loans between certain of our non-operating and operating subsidiaries in Europe, which generally are denominated in the currency of the applicable operating subsidiary, and (ii) loans between certain of our non-operating subsidiaries in the U.S. and Europe.

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-22

Realized and unrealized gains due to changes in fair values of certain investments and debt, net

Our realized and unrealized gains or losses due to changes in fair values of certain investments and debt 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 and debt, see notes 7, 9 and 11, respectively, to our consolidated financial statements. The details of our realized and unrealized gains due to changes in fair values of certain investments and debt, net, are as follows:

Year ended December 31,
20212020
in millions
Investments:
Univision$301.6$
Lacework223.91.1
Plume133.929.6
Skillz(100.4)238.0
Aviatrix65.4
Lionsgate33.94.0
EdgeConneX28.933.1
ITV15.3(217.1)
Other, net (a)32.5(52.9)
Total investments735.035.8
Debt9.4
Total$735.0$45.2

_______________

(a)The 2021 amount includes gains of $12.9 million related to investments that were sold during the year.

Losses on debt extinguishment, net

We recognized net losses on debt extinguishment of $90.6 million and $233.2 million during 2021 and 2020, respectively.

The loss during 2021 is attributable to (i) the write-off of $77.7 million of unamortized deferred financing costs and discounts and (ii) the payment of $12.9 million of redemption premiums.

The loss during 2020 is primarily attributable to (i) the payment of $206.6 million of redemption premiums and (ii) the write-off of $30.0 million of net unamortized deferred financing costs, discounts and premiums.

For additional information concerning our losses on debt extinguishment, net, see note 11 to our consolidated financial statements.

II-23

Share of results of affiliates, net

The following table sets forth the details of our share of results of affiliates, net:

Year ended December 31,
20212020
in millions
VMO2 JV (a)$(97.2)$
VodafoneZiggo JV (b)(32.0)(201.1)
All3Media(17.4)(27.9)
Atlas Edge JV(5.8)
Formula E(2.5)(8.4)
Other(20.5)(7.9)
Total$(175.4)$(245.3)

_______________

(a)Represents our 50% share of the results of operations of the VMO2 JV beginning June 1, 2021 and includes 100% of the share-based compensation expense associated with Liberty Global awards held by VMO2 JV employees who were formerly employees of Liberty Global, as these awards remain our responsibility. The summarized results of operations of the VMO2 JV for the period June 1, 2021 through December 31, 2021 are set forth below (in millions):

Revenue$8,522.9
Adjusted EBITDA$2,716.6
Operating income (1)$74.8
Non-operating expense (2)$(311.5)
Net loss$(164.9)

_______________

(1)Includes depreciation and amortization of $2,551.2 million.

(2)Includes interest expense of $568.6 million.

(b)Represents the net effect of (i) interest income of $56.5 million and $48.0 million, respectively, representing 100% of the interest earned on the VodafoneZiggo JV Receivables and (ii) our 50% share of the results of operations of the VodafoneZiggo JV. The summarized results of operations of the VodafoneZiggo JV are set forth below:

Year ended December 31,
20212020
in millions
Revenue$4,824.2$4,565.4
Adjusted EBITDA$2,265.6$2,142.0
Operating income (1)$351.2$283.7
Non-operating expense (2)$(442.1)$(570.9)
Net loss$(163.1)$(448.7)

_______________

(1)Includes depreciation and amortization of $1,870.0 million and $1,871.4 million, respectively.

(2)Includes interest expense of $605.0 million and $598.6 million, respectively.

For additional information regarding our equity method investments, see note 7 to our consolidated financial statements.

II-24

Gain on U.K. JV Transaction

In connection with the U.K. JV Transaction, we recognized a pre-tax gain during 2021 of $10,873.8 million, 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 Atlas Edge JV Transactions

In connection with the Atlas Edge JV Transactions, we recognized a pre-tax gain during 2021 of $227.5 million, 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 $44.9 million and $76.2 million during 2021 and 2020, respectively. These amounts include (i) credits related to the non-service components of our net periodic pension costs of $38.9 million and $16.7 million, respectively, (ii) interest and dividend income of $13.9 million and $57.1 million, respectively, and (iii) during 2020, a $15.3 million gain related to certain assets that were contributed to a joint venture.

Income tax benefit (expense)

We recognized income tax benefit (expense) of ($473.3 million) and $275.9 million during 2021 and 2020, respectively.

The income tax expense during 2021 differs from the expected income tax expense of $2,660.2 million (based on the U.K. statutory income tax rate of 19.0%), primarily due to the positive impact of the non-taxable gain associated with the U.K. JV Transaction.

The income tax benefit during 2020 differs from the expected income tax benefit of $342.2 million (based on the U.K. statutory income tax rate of 19.0%), primarily due to the net negative impact of (i) non-deductible or non-taxable foreign currency exchange results and (ii) certain permanent differences between the financial and tax accounting treatment of items associated with investments in subsidiaries. The negative impact of these items was partially offset by the net positive impact of (a) the recognition of previously unrecognized tax benefits, (b) an increase in deferred tax assets in the U.K. due to an enacted change in tax law and (c) tax benefits associated with technology innovation incentives.

For additional information concerning our income taxes, see note 13 to our consolidated financial statements.

Earnings (loss) from continuing operations

During 2021 and 2020, we reported earnings (loss) from continuing operations of $13,527.5 million and ($1,525.1 million), respectively, consisting of (i) operating income of $1,320.3 million and $2,030.9 million, respectively, (ii) net non-operating income (expense) of $12,680.5 million and ($3,831.9 million), respectively, and (iii) income tax benefit (expense) of ($473.3 million) and $275.9 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 that 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.

II-25

Earnings from discontinued operations, net of taxes

We reported earnings from discontinued operations, net of taxes, of $82.6 million and $58.4 million during 2021 and 2020, respectively, representing the results of UPC Poland. For additional information, see note 6 to our consolidated financial statements.

Net earnings attributable to noncontrolling interests

Net earnings attributable to noncontrolling interests were $183.3 million and $161.3 million during 2021 and 2020, respectively, primarily attributable to the results of operations of Telenet.

2020 compared to 2019

For information regarding the discussion and analysis of our consolidated operating results during 2020, as compared to 2019, see Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations included in Part II of our 2020 10-K.

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 UPC 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 and cash equivalents

The details of the U.S. dollar equivalent balances of our consolidated cash and cash equivalents at December 31, 2021 are set forth in the following table (in millions):

Cash and cash equivalents held by:
Liberty Global and unrestricted subsidiaries:
Liberty Global (a)$1.7
Unrestricted subsidiaries (b)730.4
Total Liberty Global and unrestricted subsidiaries732.1
Borrowing groups (c):
Telenet158.8
UPC Holding19.3
VM Ireland0.4
Total borrowing groups178.5
Total cash and cash equivalents$910.6

_______________

(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.

II-26

Liquidity of Liberty Global and its unrestricted subsidiaries

The $1.7 million of cash and cash equivalents held by Liberty Global and, subject to certain tax and legal considerations, the $730.4 million of aggregate cash and cash equivalents held by unrestricted subsidiaries, together with the $2,801.3 million of investments held under SMAs, represented available liquidity at the corporate level at December 31, 2021. Our remaining cash and cash equivalents of $178.5 million at December 31, 2021 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, 2021, see note 11 to our consolidated financial statements.

Our short-term sources of corporate liquidity include (i) cash and cash equivalents held by Liberty Global and, subject to certain tax and legal considerations, Liberty Global’s unrestricted subsidiaries, (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 dividends received from the VodafoneZiggo JV or the VMO2 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 distributions or loan repayments from Liberty Global’s borrowing groups or affiliates (including amounts from the VodafoneZiggo JV or the VMO2 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 pending 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, 2021, our consolidated cash and cash equivalents balance included $660.5 million held by entities that are domiciled outside of the U.K. 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 to satisfy U.S. dollar-denominated liquidity requirements is impacted by fluctuations in exchange rates, particularly with regard to the translation of British pounds sterling and euros 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 corporate liquidity requirements include corporate general and administrative expenses and, from time to time, cash requirements in connection with (i) the repayment of third-party and intercompany debt, (ii) the satisfaction of contingent liabilities, (iii) acquisitions, (iv) the repurchase of equity and debt securities, (v) other investment opportunities, (vi) any funding requirements of our subsidiaries and affiliates or (vii) income tax payments. In addition, our parent entity uses available liquidity to make interest and principal payments on notes payable to certain of our unrestricted subsidiaries (aggregate outstanding principal of $11.5 billion at December 31, 2021 with varying maturity dates).

During 2021, the aggregate amount of our share repurchases, including direct acquisition costs, was $1,581.1 million. As a U.K. incorporated company, we may only elect to repurchase shares or pay dividends to the extent of our Distributable Reserves. Under our current repurchase program, we are authorized during 2022 to repurchase 10% of our total outstanding shares as of the beginning of the year. For additional information regarding our share repurchase programs, see note 14 to our consolidated financial statements.

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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, 2021, 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, 2021 consolidated balance sheet. In this regard, we have significant commitments related to (a) programming, studio output and sports rights contracts, (b) certain operating costs associated with our networks and (c) purchase obligations associated with customer premises equipment and certain service-related commitments. These obligations are expected to represent a significant liquidity requirement of our borrowing groups, the majority 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, (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.

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 (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 plc. 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, 2021, 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, 2021, the outstanding principal amount of our consolidated debt, together with our finance lease obligations, aggregated $14.9 billion, including $0.9 billion that is classified as current on our consolidated balance sheet and $13.7 billion that is not due until 2027 or thereafter. All of our consolidated debt and finance lease obligations have been borrowed or incurred by our subsidiaries at December 31, 2021.

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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 (including with respect to the COVID-19 pandemic), 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.

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.

Consolidated Statements of Cash Flows — 2021 compared to 2020

Summary. The 2021 and 2020 consolidated statements of cash flows of our continuing operations are summarized as follows:

Year ended December 31,
20212020Change
in millions
Net cash provided by operating activities$3,364.0$4,016.8$(652.8)
Net cash used by investing activities(5,745.5)(8,817.2)3,071.7
Net cash provided (used) by financing activities(1,512.6)1,104.5(2,617.1)
Effect of exchange rate changes on cash and cash equivalents and restricted cash(6.6)141.0(147.6)
Net decrease in cash and cash equivalents and restricted cash$(3,900.7)$(3,554.9)$(345.8)

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 by our Adjusted EBITDA and related working capital items, including lower cash provided by receivables financing transactions, which decreased from $272.1 million in 2020 to $63.4 million in 2021, (ii) an increase in cash provided due to lower payments of interest, (iii) an increase in cash provided due to higher cash dividends received, primarily attributable to $214.8 million received from the VMO2 JV during 2021, of which $98.7 million was attributable to proceeds from securitization of certain handset receivables and various other transactions completed at the VMO2 JV, (iv) an increase due to FX, (v) an increase in cash provided due to lower payments for taxes and (vi) an increase in cash provided due to lower net cash receipts related to derivative instruments. 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 decrease in net cash used by our investing activities is primarily attributable to the net effect of (i) a decrease in cash used of $5,197.0 million associated with lower net cash paid for acquisitions, primarily related to the Sunrise Acquisition, (ii) an increase in cash used of $3,424.0 million associated with restricted cash contributed to the VMO2 JV in connection with the U.K. JV Transaction, (iii) a decrease in cash used of $1,117.6 million associated with lower net cash paid for investments, primarily related to our investments held under SMAs, (iv) a decrease in cash used of $144.5 million associated with cash received in connection with the Atlas Edge JV Transactions and (v) an increase in cash used of $115.2 million due to higher capital expenditures. Capital expenditures increased from $1,292.8 million during 2020 to $1,408.0 million during 2021 due to the net effect of (a) a decrease due to the impact of the U.K. JV Transaction, (b) an increase due to the impact of the Sunrise Acquisition, (c) an increase in our net local currency capital expenditures and related working capital movements, including the impact of lower capital-related vendor financing, and (d) an increase due to FX.

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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,
20212020
in millions
Property and equipment additions$2,169.5$2,603.6
Assets acquired under capital-related vendor financing arrangements(661.1)(1,339.6)
Assets acquired under finance leases(42.6)(48.7)
Changes in current liabilities related to capital expenditures(57.8)77.5
Capital expenditures, net$1,408.0$1,292.8

The decrease in our property and equipment additions during 2021, as compared to 2020, is primarily due to the net effect of (i) a decrease due to the impact of the U.K. JV Transaction, (ii) an increase due to the impact of the Sunrise Acquisition, (iii) an increase in local currency expenditures of our subsidiaries due to the net effect of (a) an increase in baseline expenditures, (b) a decrease in expenditures for new build and upgrade projects, (c) an increase in expenditures to support new customer products and operational efficiency initiatives and (iv) an increase due to FX. During 2021 and 2020, our property and equipment additions represented 21.0% and 22.6% of revenue, respectively.

We expect our 2022 property and equipment additions to remain relatively stable as compared to our 2021 property and equipment additions (excluding the 2021 property and equipment additions of the U.K. JV Entities). The actual amount of our 2022 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 change in net cash provided (used) by our financing activities is primarily attributable to the net effect of (i) a decrease in cash of $3,499.0 million due to lower net borrowings of debt, (ii) an increase in cash of $1,125.2 million due to lower net repayments of vendor financing, (iii) a decrease in cash of $508.1 million due to higher repurchases of Liberty Global ordinary shares and (iv) an increase in cash of $266.7 million due to lower payments for financing costs and debt premiums.

Consolidated Statements of Cash Flows — 2020 compared to 2019

For information regarding the consolidated statements of cash flows of our continuing operations for 2020, as compared to 2019, see Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations included in Part II of our 2020 10-K.

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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. Prior to the fourth quarter of 2021, our definition of adjusted free cash flow excluded cash payments for third-party costs directly associated with successful and unsuccessful acquisitions and dispositions. During the fourth quarter of 2021, we changed our definition of adjusted free cash flow to include these cash payments. Cash paid for third-party costs directly associated with successful and unsuccessful acquisitions and dispositions was $80.5 million and $34.7 million during 2021 and 2020, 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 (a) service debt and (b) 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,
20212020
in millions
Net cash provided by operating activities of our continuing operations$3,364.0$4,016.8
Operating-related vendor financing additions (a)1,781.62,754.5
Cash capital expenditures, net(1,408.0)(1,292.8)
Principal payments on operating-related vendor financing(1,408.0)(2,381.7)
Principal payments on capital-related vendor financing(964.4)(2,088.8)
Principal payments on finance leases(75.7)(86.0)
Adjusted free cash flow$1,289.5$922.0

_______________

(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 outflows when we actually pay the financing intermediary, reflecting the actual reduction to our cash available to service debt or fund new investment opportunities.

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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 property and equipment and intangible assets (including goodwill);

•Costs associated with construction and installation activities;

•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 Property and Equipment and Intangible Assets

Carrying Value. The aggregate carrying value of our property and equipment and intangible assets (including goodwill) that was held for use comprised 40.2% of our total assets at December 31, 2021.

When circumstances warrant, we review the carrying amounts of our property and equipment and our intangible assets (other than goodwill and other indefinite-lived intangible assets) 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 and other indefinite-lived intangible assets for impairment at least annually on October 1 and whenever facts and circumstances indicate that their carrying amounts may not be recoverable. For impairment evaluations with respect to both goodwill and other indefinite-lived intangibles, we first make a qualitative assessment to determine if the goodwill or other indefinite-lived intangible may be impaired. In the case of goodwill, 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”). With respect to other indefinite-lived intangible assets, if it is more-likely-than-not that the fair value of an indefinite-lived intangible asset is less than its carrying value, we then estimate its fair value and any excess of the carrying value over the fair value is also charged to operations as an impairment loss.

When required, considerable management judgment is necessary to estimate the fair value of reporting units and underlying long-lived and indefinite-lived assets. The equity of one of our reporting units, Telenet, is publicly traded in an active market. For this reporting unit, our fair value determination is based on quoted market prices. For other reporting units, we typically determine fair value using an income-based approach (discounted cash flows) based on assumptions in our long-range business plans 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

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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 2021 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, 2021, we did not record any significant impairment charges with respect to our property and equipment and intangible assets. For additional information regarding our long-lived assets, see note 10 to our consolidated financial statements.

If, among other factors, (i) our equity values were to decline or (ii) 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.

Costs Associated with Construction and Installation Activities

We capitalize costs associated with the construction of new fixed and mobile transmission and distribution facilities and the installation of new fixed-line services. 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 additional services, such as broadband internet or 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.

The nature and amount of labor and other costs to be capitalized with respect to construction and installation activities involves significant judgment. 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, time studies, 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 or construction activities 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 2021, 2020 and 2019, we recognized net gains (losses) of $1,357.9 million, ($833.5 million) and ($121.2 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, 2021.

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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.

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, 2021, the aggregate valuation allowance provided against deferred tax assets was $1,744.6 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, 2021 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, 2021, the amount of unrecognized tax benefits for financial reporting purposes, but taken or expected to be taken in our tax returns, was $447.1 million, of which $378.7 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.

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