What changed in this filing

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Item 1. Business

2023-02-22 compared with 2022-02-17 · 409 added, 422 removed, 530 unchanged (61% of the section changed)

We are Liberty Global plc ( Liberty Global ), an international converged broadband internet, video, fixed-line telephony and mobile communications services company.

We are focused on building fixed-mobile convergence national champions, and we are constantly striving to enhance and simplify our customers’ lives through quality services and products that give them the freedom to connect, converse, work and be entertained anytime, anywhere they choose.

To that end, we deliver market-leading products through next-generation networks that connect retail and wholesale customers subscribing to over 85 million (at December 31, 2021) broadband internet, video, fixed-line telephony and mobile services across our brands.

Our primary business operations are listed below, all of which we consolidate, with the exception of the VodafoneZiggo JV and the VMO2 JV (each as defined below).

Additionally, our global investment arm, Liberty Global Ventures, has investments in more than 75 companies and funds in the fields of content, technology and infrastructure, including strategic stakes in companies such as Plume Design, Inc., ITV plc, Lions Gate Entertainment Corp, Univision Holdings Inc., the Formula E racing series and several regional sports networks.

We are Liberty Global plc ( Liberty Global ), an international converged fixed and mobile communications company, providing world-class connectivity and entertainment services to our residential and business customers.

We are focused on building fixed-mobile convergence national champions in our core European markets, and we are constantly striving to enhance and simplify our customers’ lives through quality products and services that give them the freedom to connect, converse, work and be entertained anytime, anywhere they choose.

To that end, we deliver market-leading connectivity and entertainment products through next-generation networks that connect retail and wholesale customers subscribing to over 86 million (at December 31, 2022) broadband internet, video, fixed-line telephony and mobile services across our operating companies.

Our primary business operations are listed below, all of which we consolidate, with the exception of the VMO2 JV and the VodafoneZiggo JV (each as defined below).

Additionally, our ventures arm, Liberty Global Ventures, has investments in more than 75 companies in the fields of content, technology and infrastructure, including strategic stakes in companies such as Plume Design, Inc.

( Plume ), ITV plc ( ITV ), Televisa Univision, Inc.

( Televisa Univision ), AE Group Sàrl ( AtlasEdge ) and Formula E Holdings Ltd.

( Formula E ).

Primary Business Operations :

Brand Entity Location Ownership (1)

Sunrise Switzerland 100.0%

Telenet Belgium 61.1%

Sunrise UPC Switzerland 100.0%

Virgin Media Ireland 100.0%

UPC Poland (2)

Poland 100.0%

UPC Slovakia Slovakia 100.0%

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(1) As of December 31, 2022.

(2) On September 22, 2021, we entered into a sale and purchase agreement (the Purchase Agreement ), pursuant to which we agreed to sell 100% of UPC Poland (as defined below).

Closing of the transaction is currently expected to occur in the first half of 2022.

For more information see General Development of Business discussion below and note 6 to our consolidated financial statements included in Part II of this Annual Report on Form 10-K.

General Development of Business

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( Virgin Media ).

In the following text, the terms “we”, “our”, “our company” and “us” may refer, as the context requires, to Liberty Global (or its predecessor) or collectively to Liberty Global (or its predecessor) and its subsidiaries, including any joint ventures.

In this filing on Form 10-K, except where context dictates otherwise, the terms “we”, “our”, “our company” and “us” may refer, as the context requires, to Liberty Global (or its predecessor) or collectively to Liberty Global (or its predecessor) and its subsidiaries and any joint ventures.

Unless otherwise indicated, convenience translations into United States ( U.S.

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Acquisitions and Dispositions

We have also completed a number of strategic acquisitions and dispositions over the last several years.

We made these acquisitions and dispositions in order to execute on our strategy to concentrate on markets where we have focused on creating national champion converged businesses in core markets and to unlock significant synergies.

We have completed a number of strategic acquisitions, dispositions and joint ventures over the last several years.

We made or entered into these acquisitions, dispositions and joint ventures in order to execute on our strategy to concentrate on markets where we can focus on creating national champion converged businesses in core markets and unlock significant synergies.

Acquisitions .

Our significant acquisitions include:

One of our recent significant acquisitions includes:

• On November 11, 2020, we completed the acquisition of Sunrise Communications Group AG ( Sunrise ) through the settlement of the all cash public tender offer to acquire all of the outstanding shares of Sunrise (the Sunrise Acquisition ).

In April 2021, we completed a statutory “squeeze-out” procedure, under applicable Swiss law, to acquire the remaining Sunrise Shares that were not acquired pursuant to the tender offer and, accordingly, now hold 100% of the share capital of Sunrise.

The combined business in Switzerland, which we wholly own, is now referred to as Sunrise UPC.

• On June 3, 2019, Telenet Group Holding N.V.

( Telenet ) acquired the remaining 50.0% of De Vijver Media NV ( De Vijver Media ) that it did not already own (the De Vijver Media Acquisition ).

De Vijver Media provides content production, broadcasting and advertising services in Belgium.

• On June 19, 2017, Telenet acquired Coditel Brabant sprl, operating under the brand name SFR BeLux ( SFR BeLux ), which provided broadband operations in Belgium (Brussels and Wallonia) and Luxembourg.

Our combined business in Switzerland is now referred to as Sunrise.

Joint Ventures .

We completed the following significant joint venture transactions during 2021:

• On September 1, 2021, we (i) contributed certain assets and liabilities to a newly-formed 50:50 joint venture (the Atlas Edge JV ) that was established for the purpose of acquiring and commercializing European technical real estate for edge colocation and hosting services and (ii) sold certain other assets to the Atlas Edge JV.

In addition, we sold certain other assets to the Atlas Edge JV during the fourth quarter of 2021.

We account for our 50% interest in the Atlas Edge JV as an equity method investment.

Our significant joint ventures include:

• On December 15, 2022, we contributed cash to a newly-formed joint venture in the U.K.

(the nexfibre JV ) that is anticipated to roll-out a new fiber network to 5-7 million new homes in the U.K.

that are outside the existing footprint of the VMO2 JV (as defined below).

We beneficially own 25% of the nexfibre JV, Telefónica (as defined below) beneficially owns 25% and InfraVia Capital Partners ( InfraVia ) beneficially owns the remaining 50%.

We account for our 25% interest in the nexfibre JV as an equity method investment.

• On September 1, 2021, we (i) contributed certain assets and liabilities to a newly-formed 50:50 joint venture (the AtlasEdge JV ) that was established for the purpose of acquiring and commercializing European technical real estate for edge colocation and hosting services and (ii) sold certain other assets to the AtlasEdge JV.

In addition, we sold certain additional assets to the AtlasEdge JV during the fourth quarter of 2021.

We account for our interest in the AtlasEdge JV as an equity method investment.

• On June 1, 2021, Liberty Global and Telefónica, S.A.

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Dispositions .

We have also completed the following dispositions during the past several years:

• On July 31, 2019, we completed the sale of our operations in Germany, Romania, Hungary and the Czech Republic to Vodafone Group plc ( Vodafone ).

The operations of Germany, Romania, Hungary and the Czech Republic are collectively referred to herein as the “ Vodafone Disposal Group .” In connection with the sale of the Vodafone Disposal Group, we have agreed to provide certain transitional services to Vodafone for a period of up to four years.

These services principally comprise network and information technology-related functions.

• On May 2, 2019, we completed the sale of our direct-to-home satellite ( DTH ) operations, which serves customers in Hungary, the Czech Republic, Slovakia and Romania ( UPC DTH ) to M7 Group ( M7 ).

In connection with the sale of UPC DTH, we agreed to provide certain transitional services to M7 for a period of up to two years.

These services principally comprised network and information technology-related functions.

• On July 31, 2018, we completed the sale of our Austrian operations ( UPC Austria ) to Deutsche Telekom AG ( Deutsche Telekom ).

In connection with the sale of UPC Austria, we have agreed to provide certain transitional

services to Deutsche Telekom for a period of up to four years.

Our significant dispositions include:

• On June 1, 2022, Telenet Group Holding N.V.

( Telenet ) completed the sale of substantially all of its passive infrastructure and tower assets to DigitalBridge Investments LLC ( DigitalBridge ) (the Telenet Tower Sale ).

As part of the Telenet Tower Sale, Telenet entered into a master lease agreement to lease back the passive infrastructure and tower assets from DigitalBridge for an initial period of 15 years (the Telenet Tower Lease Agreement ).

As part of the Telenet Tower Lease Agreement, Telenet has also committed to lease back 475 build-to-suit sites over the term of the lease.

Telenet will act as an agent over the construction of future towers on the build-to-suit sites.

• On April 1, 2022, we completed the sale of our operations in Poland ( UPC Poland ) to a subsidiary of iliad S.A.

In connection with the sale of UPC Poland, we agreed to provide certain transitional services to iliad for a period of up to five years.

These services principally comprise network and information technology-related functions.

• On December 29, 2017, we effected the split-off of our LiLAC Group (the Split-off Transaction ) by distributing 100% of the common shares of Liberty Latin America Ltd.

( Liberty Latin America ) to holders of our then LiLAC ordinary shares (the LiLAC Shares ).

The “ LiLAC Group ” consisted of our businesses, assets and liabilities in Latin America and the Caribbean, including C&W, VTR.com SpA, a 60% interest in Liberty Cablevision of Puerto Rico LLC and related cash and cash equivalents and indebtedness.

Following such distribution, the LiLAC Shares were redesignated as deferred shares (with virtually no economic rights) and subsequently canceled.

In connection with the Split-off Transaction, Liberty Latin America became a separate publicly-traded company.

Pending Transaction

On September 22, 2021, we entered into the Purchase Agreement, pursuant to which we agreed to sell 100% of our operations in Poland ( UPC Poland ) to a third party for a total enterprise value of Polish zloty ( PLN ) 7,025.0 million ($1,743.8 million), subject to customary debt and working capital adjustments at completion.

Closing of the transaction, which we currently expect to occur in the first half of 2022, is subject to the satisfaction of certain conditions, including receipt of requisite regulatory approvals.

The proceeds from the sale are expected to be used (i) to repay a portion of the UPC Holding borrowing group’s outstanding indebtedness and (ii) for general corporate purposes, which may include reinvestment into our business and support for our share repurchase program.

We have agreed to provide certain transitional services for a period of up to five years, depending on the service.

These services principally will comprise network and information technology-related functions.

The annual charges will depend on the actual level of services required by the purchaser.

For additional information on our acquisitions, pending and completed dispositions and joint ventures see notes 5, 6 and 7 to our consolidated financial statements, respectively, included in Part II of this Annual Report on Form 10-K.

In addition, we have completed various other smaller acquisitions and dispositions in the normal course of business.

Further, we are evaluating a change in jurisdiction of incorporation to Bermuda, which has U.S.-style corporate laws and lower administrative costs.

Other Transactions

We continue to evaluate a change in jurisdiction of incorporation to Bermuda, which has U.S.-style corporate laws and lower administrative costs.

To the extent we determine to move forward with any re-domicile transaction, we would seek shareholder approval in advance.

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Share repurchases are an important part of our strategy in creating value for our shareholders.

Pursuant to our most recent share repurchase program authorized by our board of directors, we are authorized to repurchase ten percent of our outstanding shares (measured at the start of each year) during each of 2022 and 2023.

Pursuant to our most recent share repurchase program, our board of directors authorized us to repurchase ten percent of our outstanding shares (measured at the start of each year) during each of 2022 and 2023.

Additionally, in July 2022, our board of directors authorized a further $400.0 million for 2022 share repurchases.

The following table provides the details of our share repurchases during 2022:

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Management’s Discussion and Analysis of Financial Condition and Results of Operations and Item 7A.

Quantitative and Qualitative Disclosures About Market Risk may contain forward-looking statements, including statements regarding our business, product, foreign currency and finance strategies, our property and equipment additions, subscriber growth and retention rates, competitive, regulatory and economic factors, the timing and impacts of proposed transactions, the maturity of our markets, the potential impact of the coronavirus ( COVID-19 ) on our company, the anticipated impacts of new legislation (or changes to existing rules and regulations), anticipated changes in our revenue, costs or growth rates, our liquidity, credit risks, foreign currency risks, interest rate risks, target leverage levels, debt covenants, our future projected contractual commitments and cash flows, our share repurchase programs and other information and statements that are not historical fact.

Quantitative and Qualitative Disclosures About Market Risk may contain forward-looking statements, including statements regarding our business, product, foreign currency and finance strategies, our property and equipment additions, subscriber growth and retention rates, competitive, regulatory and economic factors, the timing and impacts of proposed transactions, the maturity of our markets, the potential impact of the coronavirus ( COVID-19 ) and other large-scale health crises on our company, the anticipated impacts of new legislation (or changes to existing rules and regulations), anticipated changes in our revenue, costs or growth rates, our liquidity, credit risks, foreign currency risks, interest rate risks, target leverage levels, debt covenants, our future projected contractual commitments and cash flows, our share repurchase programs and other information and statements that are not historical fact.

Where, in any forward-looking statement, we express an expectation or belief as to future results or events, such expectation or belief is expressed in good faith and believed to have a reasonable basis, but there can be no assurance that the expectation or belief will result or be achieved or accomplished.

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

• consumer disposable income and spending levels, including the availability and amount of individual consumer debt;

• changes in consumer television viewing and broadband usage preferences and habits;

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

• changes in consumer television viewing and mobile and broadband usage preferences and habits;

• consumer acceptance of our existing service offerings, including our broadband internet, television, 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;

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

• our ability to maintain or increase rates to our subscribers or to pass through increased costs to our subscribers;

• our ability to maintain or increase rates to our subscribers or to pass through increased costs to our subscribers as a result of, among other things, inflationary pressures;

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

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

• government intervention that requires opening our broadband distribution networks to competitors, such as the obligations imposed in Belgium;

• government intervention that requires opening our broadband distribution networks to competitors, such as certain regulatory obligations imposed in Belgium;

• our ability to obtain regulatory approval and shareholder approval and satisfy other conditions necessary to close acquisitions and dispositions and the impact of conditions imposed by competition and other regulatory authorities in connection with acquisitions;

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or in other countries in which we or our affiliates operate;

• changes in laws and government regulations that may impact the availability and cost of capital and the derivative instruments that hedge certain of our financial risks;

• changes in laws, monetary policies and government regulations that may impact the availability or cost of capital and the derivative instruments that hedge certain of our financial risks;

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

• the ability of suppliers and vendors (including our third-party wireless network providers under our mobile virtual network operator ( MVNO ) arrangements) to timely deliver quality products, equipment, software, services and access;

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

• the availability of attractive programming for our video services and the costs associated with such programming, including production costs, retransmission and copyright fees payable to public and private broadcasters;

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

• the availability of capital for the acquisition and/or development of telecommunications networks and services;

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

• the availability, cost and regulation of spectrum;

• problems we may discover post-closing with the operations, including the internal controls and financial reporting process, of businesses we acquire;

• successfully integrating in the time or within the budgets estimated for such integrations;

• operating costs, customer loss and business disruption, including maintaining relationships with employees, customers, suppliers or vendors may be greater than expected in connection with our acquisitions;

• our ability to realize the expected synergies from our acquisitions in the amounts anticipated or on the anticipated timelines;

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

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

• successfully integrating businesses or operations that we acquire or partner with on the timelines or within the budgets estimated for such integrations;

• operating costs, customer loss and business disruption, including maintaining relationships with employees, customers, suppliers or vendors, may be greater than expected in connection with our acquisitions and dispositions;

• our ability to realize the expected synergies from our acquisitions and joint ventures in the amounts anticipated or on the anticipated timelines;

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

• our ability to protect against, mitigate and contain loss of our and our customers’ data as a result of cyber attacks on us or any of our operating companies;

• the leakage of sensitive customer data;

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

• events that are outside of our control, such as political unrest in international markets, terrorist attacks, malicious human acts, natural disasters, epidemics, pandemics (such as COVID-19) and other similar events.

The broadband distribution and mobile service industries are changing rapidly and, therefore, the forward-looking statements of expectations, plans and intent in this Annual Report are subject to a significant degree of risk.

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Description of Business

We are one of the world’s leading converged video, broadband and communications companies, with a commitment to providing our customers the “best in class” communications and entertainment services.

We are one of the world’s leading converged video, broadband and communications companies, with a commitment to providing our customers the “best in class” connectivity and entertainment services.

These services are delivered to our residential and business customers over our networks and include broadband internet, video, telephony and mobile services.

Telenet, the VMO2 JV, the VodafoneZiggo JV and Sunrise UPC deliver mobile services as mobile network operators, VM Ireland and UPC Poland deliver mobile services as MVNOs through third-party networks.

Sunrise UPC also delivers some mobile services as an MVNO pursuant to a legacy contract that is being phased out as a result of the Sunrise Acquisition.

We design our services to enable our customers to access the digital world on their own terms and at their own pace.

Offering “best in class” connectivity is at the core of our strategy.

Today, our extensive broadband network enables us to deliver ultra high-speed internet service across our markets, be it through fiber, cable or mobile technology.

We are striving to extend our reach and reinforce our speed leadership.

In most of our footprint we offer converged fixed and mobile experiences in and out of the home, and it is our ambition to further enhance this proposition and make it available to all our customers.

We provide residential and business telecommunication services in Ireland through Virgin Media Ireland, Belgium through Telenet, Switzerland through Sunrise UPC, Poland through UPC Poland and Slovakia through UPC Slovakia.

We are a leading fixed network provider in each of these countries.

We design our services to enable our customers to access the digital world on their own terms, with “best in class” connectivity at the core of our strategy.

Today, our extensive broadband network enables us to deliver ultra-high-speed internet service across our markets, be it through fiber, cable, a combination thereof or mobile technology.

We continually strive to extend our reach and reinforce our speed leadership.

In most of our footprint we offer converged fixed and mobile experiences in and out of the home, and it is our ambition to further enhance this proposition through strategic acquisitions and partnerships and through product development to offer our customers a world-class suite of products and services.

As part of this strategy, Telenet, the VMO2 JV, the VodafoneZiggo JV and Sunrise deliver mobile services as mobile network operators, and Virgin Media Ireland ( VM Ireland ) delivers mobile services as an MVNO through Three (Hutchison’s) network.

We provide residential and business telecommunication services in Ireland through VM Ireland, Belgium through Telenet, Switzerland through Sunrise and Slovakia through UPC Slovakia, and we are a leading fixed network provider in each of these countries.

We also have investments in the VodafoneZiggo JV and the VMO2 JV, each of which is a fixed network leader in their respective countries.

A breakdown of our revenue by major category for our consolidated reportable segments appears in note 19 to our consolidated financial statements included in Part II of this Annual Report on Form 10-K.

By connecting our customers through our telecommunication services, we recognize that we are a global corporate citizen and that we play a role in addressing the environmental impacts generated through our business.

By seeking to address these issues, we strengthen our company and provide strong benefits to the communities in which we operate.

We remain a leader in our sector on climate change with an unwavering commitment to reducing our impact on the environment.

We continue to improve our operations to meet our new 2030 and 2050 science-based targets in line with the Paris Climate Accord, including by working to become more carbon efficient and striving to minimize e-waste through our various environmental initiatives.

Our gigabit broadband deployments in cities throughout our operating territories and efforts to accelerate the transition to 5G will underpin a low carbon economy, while revolutionizing healthcare, flexible working regimes and countless other aspects of our lives.

Diversity and inclusion have long been priorities for Liberty Global and our operating companies, and will become even more integral moving forward.

Over the past several years, Liberty Global, Virgin Media, the VodafoneZiggo JV, Telenet, Sunrise UPC, UPC Slovakia, UPC Poland and, since its inception, the VMO2 JV, have all pursued gender diversity as a strategic goal, with an emphasis on building a gender-diverse pipeline.

Similarly, inclusion is a key focus area and we are committed to providing an environment that empowers everyone to bring their full selves to work while creating more inviting workplaces regardless of age, race, gender, ethnicity or sexual orientation.

As a trusted provider of telecommunications services for our customers, we strive to ensure the connections we make today are building for a sustainable future.

Through our next-generation networks and products, digital innovations and a culture of belonging and well-being, we are purpose-driven to be a responsible, sustainable and inclusive company that offers opportunity for everyone to connect to an exciting digital world.

We work to ensure that we are continuously focused on the most significant sustainability impacts of our business – that while we create impact for our customers and the communities we serve, we are not creating negative impact for our planet.

We are committed to becoming carbon neutral by 2030 for our Scope 1 and 2 emissions and are working across our entire business to build our full Scope 3 ambition.

Our commitment to reduce GHG emissions includes purchasing electricity from renewable sources, transitioning our fleet to electric vehicles, improving the efficiency of our networks that will allow us to meet growing connectivity demands without increasing energy consumption, tackling e-waste by reducing the use of raw materials in our products, limiting our packaging and designing our products for longer lifespans and circularity.

In addition, we are working with our partners and suppliers to ensure our entire value chain shares our focus on the urgency of the climate crisis.

As a founding member of the European Green Digital Coalition, we champion our wider industry as a key player in the development of carbon-reducing digital solutions, to enable other sectors to also become more sustainable.

Diversity and inclusion have long been priorities for Liberty Global and our operating companies, and they will become even more integral moving forward.

Over the past several years, Liberty Global, VM Ireland,

Telenet, Sunrise, UPC Slovakia, the VMO2 JV and the VodafoneZiggo JV have all pursued gender diversity as a strategic goal, with an emphasis on building a gender-diverse pipeline of talent.

Similarly, inclusion is a key focus area, and we are committed to providing an environment that empowers everyone to bring their full selves to work while creating a more inviting workplaces regardless of age, race, gender, ethnicity, neuroability, religion, socioeconomic status, nationality or sexual orientation.

Operating Data

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The following tables reflect 100% of the data applicable to each of our subsidiaries and significant joint ventures regardless of our ownership percentage.

Consolidated Operating Data - December 31, 2021

Fixed-Line Customer

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Mobile Subscribers (7)

Continuing operations:

Consolidated Liberty Global:

Belgium 3,436,700 2,008,800 1,730,700 1,694,700 1,012,400 4,437,800 2,940,300

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Total 7,553,400 4,083,200 3,443,100 3,336,800 2,357,300 9,137,200 5,850,300

Discontinued operations:

Poland 3,703,400 1,569,400 1,350,500 1,397,200 598,600 3,346,300 121,300

VMO2 JV 16,144,600 5,795,500 5,653,800 13,043,500 33,831,400

VodafoneZiggo JV (9)

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_______________

__________________

(1) Homes Passed are homes, residential multiple dwelling units or commercial units that can be connected to our networks without materially extending the distribution plant.

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In Switzerland, we offer a 10 Mbps internet service to our Video Subscribers without an incremental recurring fee.

Our Internet Subscribers in Switzerland include 47,300 subscribers who have requested and received this service.

Our Internet Subscribers in Switzerland include approximately 45,100 subscribers who have requested and received this service.

(4) Video Subscribers are homes, residential multiple dwelling units or commercial units that receive our video services over our broadband network or through a partner network.

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In Switzerland, we offer a basic phone service to our Video Subscribers without an incremental recurring fee.

Our Telephony Subscribers in Switzerland include 215,400 subscribers who have requested and received this service.

(6) RGU is separately a Video Subscriber, Internet Subscriber or Telephony Subscriber.

Our Telephony Subscribers in Switzerland include approximately 188,500 subscribers who have requested and received this service.

(6) An RGU is, separately, a Video Subscriber, Internet Subscriber or Telephony Subscriber.

A home, residential multiple dwelling unit, or commercial unit may contain one or more RGUs.

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RGUs generally are counted on a unique premises basis such that a given premise does not count as more than one RGU for any given service.

On the other hand, if an individual receives one of our services in two premises (e.g., a primary home and a vacation home), that individual will count as two RGUs for that service.

However, if an individual receives one of our services in two premises (e.g., a primary home and a vacation home), that individual will count as two RGUs for that service.

Each bundled cable, internet or telephony service is counted as a separate RGU regardless of the nature of any bundling discount or promotion.

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Some of these subscribers may choose to disconnect after their free service period.

Services offered without charge on a long-term basis (e.g., VIP subscribers or free service to

employees) generally are not counted as RGUs.

Services offered without charge on a long-term basis (e.g., certain preferred subscribers or free service to employees) generally

are not counted as RGUs.

We do not include subscriptions to mobile services in our externally reported RGU counts.

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In a number of countries, our mobile subscribers receive mobile services pursuant to prepaid contracts.

As of December 31, 2021, our mobile subscriber count included 457,500 and 320,400 prepaid Mobile Subscribers in Switzerland and Belgium, respectively.

(8) Pursuant to service agreements, Switzerland offers broadband internet, video and telephony services over networks owned by third-party cable operators (“ partner networks ”).

A partner network RGU is only recognized if there is a direct billing relationship with the customer.

At December 31, 2021, Switzerland’s partner network accounted for 113,100 Fixed-Line Customer Relationships and 291,800 RGUs, which include 106,800 Internet Subscribers, 102,500 Video Subscribers and 82,500 Telephony Subscribers.

Subscribers to our video services provided over partner networks largely receive video services from the partner networks as opposed to our operations.

Due to the fact that we do not own these partner networks, we do not include the 464,900 homes passed by Switzerland’s partner networks at December 31, 2021.

In addition, with the completion of the acquisition of Sunrise, we now service homes through Sunrise’s existing agreements with Swisscom AG ( Swisscom ), Swiss Fibre Net and local utilities, which are not included in Switzerland’s homes passed count.

Including these arrangements, our operations in Switzerland have the ability to offer fixed services to a national footprint.

As of December 31, 2022, our mobile subscriber count included approximately 440,000, 271,000, 7,968,300 and 370,700 prepaid Mobile Subscribers in Switzerland, Belgium, the VMO2 JV and the VodafoneZiggo JV, respectively.

Prepaid mobile customers are excluded from the VMO2 JV’s and the VodafoneZiggo JV’s mobile subscriber counts after a period of inactivity of three months and nine months, respectively.

The mobile subscriber count for the VMO2 JV includes internet of things ( IoT ) connections, which are Machine-to-Machine contract mobile connections, including Smart Metering contract connections.

The mobile subscriber count for the VMO2 JV presented in the table above excludes mobile wholesale connections based on their definition.

(8) Pursuant to service agreements, Switzerland offers broadband internet, video and telephony services over networks owned by third-party operators ( partner networks ), and following the acquisition of Sunrise, also service homes through Sunrise’s existing agreements with Swisscom, Swiss Fibre Net and local utilities.

Under these agreements, RGUs are only recognized if there is a direct billing relationship with the customer.

Homes passed or serviceable through the above service agreements are not included in Switzerland’s homes passed count as we do not own these networks.

Including these arrangements, our operations in Switzerland have the ability to offer fixed services to the national footprint.

(9) Amounts related to the VodafoneZiggo JV’s fixed-line and mobile products include business and multiple dwelling unit subscribers.

Prepaid mobile customers are excluded from the VodafoneZiggo JV’s mobile subscriber count after a period of inactivity of nine months.

(10) The mobile subscriber count for the VMO2 JV includes wholesale mobile subscribers.

Prepaid mobile customers are excluded from the VMO2 JV’s mobile subscriber count after a period of inactivity of three months.

Additional General Notes to Table:

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These tables include operating statistics for Telenet’s owned and leased networks.

While we take appropriate steps to ensure that subscriber statistics are presented on a consistent and accurate basis at any given balance sheet date, the variability from country to country in (1) the nature and pricing of products and services, (2) the distribution platform, (3) billing systems, (4) bad debt collection experience and (5) other factors add complexity to the subscriber counting process.

While we take appropriate steps to ensure that subscriber statistics are presented on a consistent and accurate basis at any given balance sheet date, the variability from country to country in (1) the nature and pricing of products and services, (2) the distribution platform, (3) billing systems, (4) our bad debt collection efforts and (5) other factors add complexity to the subscriber counting process.

We periodically review our subscriber counting policies and underlying systems to improve the accuracy and consistency of the data reported on a prospective basis.

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Products and Services

Our main products and services are WiFi and internet services, video, mobile, and telephony services.

Our main products and services are intelligent WiFi and internet services, video, mobile and telephony services.

Intelligent WiFi and Internet Services

Connectivity is a critical building block for vibrant communities.

As highlighted by the current COVID-19 pandemic, all aspects of society, including families, businesses, education and healthcare, to name a few, rely heavily on connectivity and the digital services that depend on it.

As highlighted by the COVID-19 pandemic, all aspects of society, including families, businesses, education and healthcare, to name a few, rely heavily on connectivity and the digital services that depend on it.

To meet our customers’ expectations of seamless connectivity, we are developing a fully digital, cloud-based connectivity ecosystem that we call “ ONE Connect ,” built on top of our fiber-rich fixed broadband network and recently expanded mobile network.

The ONE Connect is orchestrated by a fully cloud-based digital journey, enabling fast and flexible introduction of new hardware and services, as well as cloud to cloud open API integration, simplifying the on-boarding of new services and devices.

ONE Connect is orchestrated by a fully cloud-based digital journey, enabling fast and flexible introduction of new hardware and services, as well as cloud-to-cloud open API integration, simplifying the on-boarding of new services and devices.

The devices used within our ONE Connect ecosystem are connected and protected through our security gateway and VPN, both at home and on the go.

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Finally, our “ Connect App ” is the digital touchpoint that allows customers to access and manage all of our services.

Our Connect Box is our next generation intelligent WiFi and telephony gateway that enables us to maximize the impact of our ultrafast broadband networks by providing reliable wireless connectivity anywhere in the home.

Our Connect Box is a next generation Intelligent WiFi and telephony gateway that enables us to maximize the impact of our ultrafast broadband networks by providing reliable wireless connectivity anywhere in the home.

This gateway can be self-installed and allows customers to customize their home WiFi service.

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Our new DOCSIS 3.1 Connect Box runs our “ One Firmware ” stack, a middleware software system based on the Reference Design Kit for Broadband ( RDK-B ).

RDK-B is an open source initiative with wide participation from operators, device manufacturers and silicon vendors that standardizes core functions used in broadband devices, set-top boxes and internet of things solutions.

We have extended the One Firmware stack to support our ONE Connect ecosystem.

One Firmware runs on system-on-a-chip (SoC) technology from multiple vendors and can run on any SOC that is RDK-B compliant, enabling greater speed and agility in on-boarding of new customer premises equipment platforms and ecosystem features, allowing us to build once and port to many.

It is expected that we will roll-out One Firmware to the base of DOCSIS 3.0 legacy customer premises equipment during 2022.

One Firmware runs on system-on-a-chip ( SOC ) technology from multiple vendors and can run on any SOC that is RDK-B compliant, enabling greater speed and agility for on-boarding of new customer premises equipment ( CPE ) platforms and ecosystem features, allowing us to build once and port to many.

During 2022, we continued the roll out of One Firmware to our legacy DOCSIS 3.0 WiFi 5GW and our next generation DOCSIS 3.1 WiFi 6 GW.

In addition, we completed the porting activity of One Firmware to our new XGSPON and ethernet WiFi 6 gateways.

To support the adoption of fiber-to-the-home, cabinet, building or node networks (fiber-to-the-home/-cabinet/-building/-node is referred to herein as FTTx ) access in both on-net and off-net scenarios, we plan to add XGS-PON (an updated standard for passive optical networks that supports higher-speed, 10 Gbps symmetrical data transfers) and Ethernet-based Connect Boxes with WiFi 6, providing speeds up to 10 Gbps that run our One Firmware and support our ONE Connect ecosystem.

Our Connect Box is available in all our markets, and currently, approximately 11 million of our customers have a Connect Box.

Our Connect Box is available in all our markets, and during 2022, approximately 12 million of our customers have a Connect Box.

In addition to our core markets, we distribute our Connect Box to other markets in Europe, Latin America and the Caribbean.

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Our residential subscribers access the internet via cable modems connected to their internet capable devices, or wirelessly via a WiFi gateway device.

We offer multiple tiers of broadband internet service up to Gigabit speeds and available to over 15 million homes across our footprint.

We offer multiple tiers of broadband internet service up to gigabit speeds that is now available across our entire European footprint.

The speed of service depends on the customer location and their service selected.

In 2021, our networks continued to be recognized, with the VodafoneZiggo JV winning both the Best Internet Provider award in the Netherlands for the 11th year in a row and Best Fixed Network in the Netherlands.

By leveraging our existing fiber-rich broadband networks, we are in a position to deliver gigabit services by deploying the next generation DOCSIS 3.1 technology.

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Currently, our ultra-high-speed internet service is based primarily on DOCSIS 3.1 technology, and we offer this technology in all of our markets.

In 2022, the VMO2 JV completed an upgrade of its entire national network to gigabit speeds, such that every VMO2 JV customer has access to internet speeds of at least 1 Gbps.

As of the end of 2022, both the VMO2 JV’s and the VodafoneZiggo JV’s broadband networks were capable of offering every customer of the VMO2 JV and the VodafoneZiggo JV gigabit internet speeds.

We offer value-added broadband services in certain of our markets for an incremental charge.

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We determine pricing for each different tier of internet service through an analysis of speed, market conditions and other factors.

In all of our markets, we have deployed community WiFi via routers in the home (the Community WiFi) , which provides secure access to the internet for our customers.

Community WiFi is enabled by a cable modem WiFi access point ( WiFi modem ) in a Connect Box, a set-top box or a Horizon box of our internet customers.

The Community WiFi is created through the sharing of access to the public channel of our customers’ home wireless routers.

The public channel is a separate network from the secure private network used by the customer within the home and is automatically enabled when the WiFi modem is installed.

Public WiFi access points (covering train stations, hotels, bars, restaurants and other public places) are also available for no additional cost.

Mobile Services

Mobile services are another key building block for us to provide customers with seamless connectivity.

Telenet, the VMO2 JV, the VodafoneZiggo JV and Sunrise offer mobile services as mobile network providers, and VM Ireland offers mobile services as an MVNO over a third-party network through Three (Hutchison).

Pursuant to VM Ireland’s agreement with Three (Hutchison) to provide mobile services as an MVNO, Three (Hutchison) leases a third-party’s radio access network and owns the core network, including switching, backbone and interconnections.

VM Ireland’s MVNO arrangement with Three (Hutchison) permits VM Ireland to offer its customers mobile services without needing to build and operate a cellular radio tower network.

In each of our markets, we offer a range of mobile related services.

The majority of subscribers take a post-paid service plan, which has an agreed monthly fee for a set duration (typically 1 to 2 years).

The monthly fee will vary depending on the country and service package selected.

Service packages can have different levels of data allowances, voice minutes and network speed, as well as differing other aspects, such as roaming charges and contract duration.

Post-paid services are also offered as a bundle with fixed services, and by taking a “converged” offering, customers typically receive some benefits such as lower total cost or additional features.

Post-paid services are offered to both business and retail consumers.

In addition, we offer pre-paid mobile services, where the customers pay in advance for a pre-determined amount of airtime or data and which generally have no minimum contract term.

In countries where we operate as a mobile service operator, we also offer a number of MVNOs, where other mobile providers use our mobile network for their mobile offering.

Video Services

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We tailor our video services in each country of operation based on programming preferences, culture, demographics and local regulatory requirements.

We also offer a variety of premium channel packages to meet the special interests of our subscribers.

We also offer a variety of premium channel packages to meet the interests of our subscribers.

For an additional monthly charge, a subscriber may upgrade to one of our extended digital tier services and receive an increased number of video and radio channels, including the channels in the basic tier service and additional HD and 4K channels.

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Bundled services consist of double-play for two services, triple-play for three services and, where available, quad-play for four services.

To meet customer demands, we have enhanced our video services with additional relevant content services and features, which increase viewing comfort and address individual user needs.

Our latest next generation product suite is called “ Horizon 4” , a multi-screen entertainment platform that combines linear television (including recording and Replay TV features), premium video-on-demand (“ VoD ”) offerings, an increasing amount of integrated premium global and local video apps and mobile viewing into one entertainment experience.

To meet customer demands, we have enhanced our video services with additional relevant content services and features, which increases viewing satisfaction and addresses individual user needs.

Our latest next generation product suite is called “ Horizon 4 ”, a cloud-based, multi-screen entertainment platform that combines linear television (including recording and replay features), premium video-on-demand (“ VoD ”) offerings, an increasing amount of integrated premium global and local video applications and mobile viewing into one entertainment experience.

Horizon 4 comes with a state-of-the-art personal user interface that is intuitively easy to navigate.

Content recommendations and favorite channel settings can be customized to individual user profiles.

Video playback control, such as pause and resume, navigation shortcuts and content searches can all be conducted via a voice control button on the remote control, a feature highly appreciated by our customers.

Horizon 4 is available in all of our markets on the latest set top boxes capable of delivering 4K video content and achieved significant positive customer feedback, manifesting in high product net promoter score figures.

Horizon 4 is marketed under the name “Telenet TV-Box” in Belgium, “UPC TV” and “Sunrise TV” in Switzerland, “Virgin TV360” in the U.K., through the VMO2 JV, and Ireland, “UPC TV 4K Box” in Poland and “MediaBox Next” in the Netherlands through the VodafoneZiggo JV.

The predecessor version of Horizon 4, Horizon 3, is deployed on set-top boxes in the Netherlands (through the VodafoneZiggo JV), Switzerland and Ireland.

While in Switzerland and Ireland these set-top boxes will continue to be exchanged for the latest hardware with Horizon 4 over time, in the Netherlands the boxes can be flashed with the latest Horizon 4 software.

Video playback control, navigation shortcuts and content searches can all be conducted via a voice control button on the remote control, a feature highly appreciated by our customers.

Horizon 4 is available in all of our markets on the latest set top boxes and is capable of delivering 4K video content, including high dynamic range.

The platform also features a ‘Personal Home’ page that automatically aggregates content, both linear and VoD, in a streamlined user interface, based on the user’s viewing habits.

It has achieved significant positive customer feedback, manifesting in high product net promoter score figures.

Horizon 4 is marketed under the name “Telenet TV-Box” in Belgium, “Sunrise TV” in Switzerland,

“Virgin TV360” in the U.K., through the VMO2 JV, and Ireland and “MediaBox Next” in the Netherlands through the VodafoneZiggo JV.

In the U.K., the forerunner product of Horizon 4 is based on the TiVo platform and was developed under a strategic partnership agreement with TiVo Inc.

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The Virgin Media V6 box allows customers to record six channels simultaneously while watching a seventh channel.

Customers can also start watching programming on one television and pick up where they left off on other boxes in another room or through an app on their smart phones and tablets.

Customers can also start watching a program on one television and pick up where they left off on other boxes in another room or through an app on their smart phones and tablets.

Over 50% of the VMO2 JV’s customers have the Virgin Media V6 box.

Similar to the deployed hardware in the Netherlands via the

VodafoneZiggo JV, over time these V6 boxes will be flashed with the latest Horizon 4 software, bringing our latest and most successful television and entertainment experience to the VMO2 JV’s customers without the need of exchanging the installed hardware.

The V6 boxes can now be flashed with the latest Horizon 4 software.

Similar to the hardware already deployed via the VodafoneZiggo JV, over time these V6 boxes will be flashed with the latest Horizon 4 software, bringing our latest and most successful television and entertainment experience to the VMO2 JV’s customers without the need to exchange the installed hardware.

Approximately 25% of the VMO2 JV’s customers are on the Horizon 4 platform.

In the summer of 2020, we launched our first IP-only streaming device in our former Polish operations, which runs the full Horizon 4 product suite and features a small puck-like form factor that can be tucked away behind a TV screen.

This all-IP mini 4K capable TV box has extremely low power consumption, and its casing is made from recycled plastic, proudly winning us the Digital TV Europe’s Video Tech Innovation Sustainability Award in December 2020 as well as the Red Dot Product Design Award in 2021.

We have also launched this all-IP 4K capable TV box in Switzerland, the Netherlands and the U.K.

We intend to continue rolling out this product to our other markets in the coming years.

Underpinned by this new IP-only streaming device, we launched our first subscription VoD-focused proposition in the U.K.

called ‘Stream’.

In addition to a slimmer channel lineup, this new package allows customers to pick and choose their favorite entertainment packages each month (e.g., Netflix, Disney+ and Prime Video) and get a 10% credit back for each subscription they add via our platform.

By bundling their over the top ( OTT ) subscriptions together, customers also have an easy-to-see overview of what they are paying for and can manage them in a straightforward way, allowing for added flexibility as their viewing habits change.

One of our key video services is “ Replay TV ”.

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This same technical solution also allows our customers to replay a television program from the start even while the live broadcast is in progress.

Additionally, customers have the option of recording TV programs in the cloud (or onto the hard disk drive in the set top box in the U.K., through the VMO2 JV, and in Ireland).

Additionally, customers have the option of recording television programs in the cloud (or onto the hard disk drive in the set top box in the U.K., through the VMO2 JV, and in Ireland, through VM Ireland).

Replay TV is one of the most used and appreciated features on our platforms.

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In several of our markets, our subscription VoD service is included in certain of our video offerings.

This service is tailored to the specific market based on available content, consumer preferences and competitive offers, and includes various programming, such as music, kids, documentaries, adult, sports and TV series.

We continue to develop our VoD services to provide a growing collection of programming from local and international suppliers, such as Disney/Fox, NBC/Universal, CBS/Paramount, Warner Bros.

and Sony, among others.

In addition, in all of our markets we offer global premium over the top ( OTT ) services such as Netflix, YouTube and Amazon Prime Video, and we also offer local OTT services via a large portion of our set-top boxes.

This service is tailored to the specific market based on available content, consumer preferences and competitive offers, and it includes various programming, such as music, kids, documentaries, adult, sports and TV series.

We continue to develop our VoD services to provide a growing collection of programming from local and international suppliers, including, among others, Disney/Fox, NBC/Universal, CBS/Paramount, Warner Bros.-Discovery and Sony.

In addition, in all of our markets we offer global premium OTT services such as Netflix, YouTube and Amazon Prime Video, and we also offer local OTT services via a large portion of our set-top boxes.

These types of paid subscription services can be bundled into customers’ packages like in the Stream proposition or, in many cases, added directly to customers’ bills, offering them further convenience.

Most of this content is also available via our online mobile app, “ Horizon Go ”, which is available on mobile devices (iOS and Android) and, in some markets as well, via Amazon Fire TV, Apple TV and Android TV devices.

Thanks to the 360 integration of Horizon 4 across multiple screens, customers can pause a program, series or movie and seamlessly continue watching from where they left off on another device, whether a television, tablet, smart phone or laptop.

Additionally, Horizon Go enables customers to remotely schedule the recording of a television program on their Horizon 4 box at home.

In the summer of 2020, we launched our first IP-only streaming device in Poland, which runs the full Horizon 4 product suite and features a small puck-like form factor that can be tucked away behind a TV screen.

We have also launched the all-IP 4K capable TV box in Switzerland and intend to continue the roll out the all-IP TV box to additional markets.

UPC Poland and the VodafoneZiggo JV announced in July and December of 2021, respectively, that they are entering into agreements with Nordic Entertainment Group ( NENT ) to provide the “Viaplay” streaming service, a new entrant to the Polish and Dutch markets.

Mobile Services

Mobile services are another key building block for us to provide customers with seamless connectivity.

Telenet, the VMO2 JV, the VodafoneZiggo JV and UPC Sunrise offer mobile services as mobile network providers, and UPC Poland and Virgin Media in Ireland offer mobile services as an MVNO over third-party networks.

Sunrise UPC and the VMO2 JV also offers mobile services under certain legacy MVNO agreements.

Where mobile telephony services are provided via MVNOs, the relevant mobile operator leases a third-party’s radio access network and owns the core network, including switching, backbone and interconnections.

An MVNO arrangement permits us to offer our customers in these markets mobile services without having to build and operate a cellular radio tower network.

Our MVNO partners are:

Country Partner

Vodafone / EE Limited (1)

Switzerland Swisscom (2)

Ireland Three (Hutchison)

Poland Orange/Play

(1) The VMO2 JV is in the process of migrating its subscribers to its platform, but certain subscribers currently remain on MVNO plans.

(2) Sunrise UPC in Switzerland is in the process of migrating its subscribers to the Sunrise UPC network, but certain subscribers currently remain on an MVNO plan.

In each of our markets, we offer a range of mobile related services.

The majority of subscribers take a post-paid service plan, which has an agreed monthly fee for a set duration (typically 1 to 2 years).

The monthly fee will vary depending on the country and service package selected.

Service packages can have different levels of data allowances, voice minutes and network speed, as well as differing other aspects, such as roaming charges and contract duration.

Post-paid services are offered to both business and retail consumers.

In addition, we offer pre-paid mobile services, where the customers pay in advance for a pre-determined amount of airtime or data and which generally have no minimum contract term.

In countries where we operate as a mobile service operator, we also offer a number of MVNOs, where other mobile providers use our mobile network for their mobile offering.

Telephony Services

Multi-feature telephony services are available through voice-over-internet-protocol ( VoIP ) t echnology in most of our broadband communication markets.

Multi-feature telephony services are available through voice-over-internet-protocol ( VoIP ) technology in most of our broadband communication markets.

In the U.K., the VMO2 JV also provides traditional circuit-switched telephony services.

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Multiple Dwelling Units and Partner Networks

In July of 2022, Telenet entered into an agreement with Fluvius System Operator CV ( Fluvius ) in which Telenet and Fluvius agreed to create a separate, self-funding infrastructure company in the Flanders region of Belgium ( NetCo ) that will operate the network infrastructure assets of both companies in the region.

NetCo expects to further roll-out and operate a hybrid fiber coaxial ( HFC ) and fiber-to-the-home ( FTTH ) network within Telenet’s current geographic footprint.

Following the closing of this transaction, Telenet will become a wholesale access client of NetCo.

This transaction is subject to regulatory approval by the European Commission, which is expected to be received mid-2023.

Upon closing of the transaction with Fluvius, the long-term lease that Telenet currently has with Fluvius will terminate.

Pursuant to an agreement executed on June 28, 2008 (the 2008 PICs Agreement ) with four associations of municipalities in Belgium (the pure intercommunales or PICs ), Telenet leases the PICs broadband communications network and, accordingly, makes its services available to all of the homes passed by the cable network owned by the PICs.

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For additional information on the 2008 PICs Agreement, see note 18 to our consolidated financial statements included in Part II of this Annual Report on Form 10-K.

For over 70% of the basic video subscribers of Sunrise UPC, Sunrise UPC maintains billing relationships with landlords or housing associations and provides basic video service to the tenants.

For over 70% of Sunrise’s basic video subscribers, Sunrise maintains billing relationships with landlords or housing associations and provides basic video service to the tenants.

The landlord or housing association administers the billing for the basic video service with their tenants and manages service terminations for their rental units.

When tenants select triple-play bundles with or without mobile service from Sunrise UPC, they then migrate to a direct billing relationship with us.

Sunrise UPC offers broadband internet, enhanced video and telephony services directly to the video cable subscribers of those partner networks that enter into service operating contracts with Sunrise UPC.

Sunrise UPC has the direct customer billing relationship with these subscribers.

By permitting Sunrise UPC to offer some or all of its broadband internet, video and telephony products directly to those partner network subscribers, Sunrise UPC’s service operating contracts have expanded the addressable markets for Sunrise UPC’s digital products.

In exchange for the right to provide digital products directly to the partner network subscribers, Sunrise UPC pays to the partner network a share of the revenue generated from those subscribers.

Sunrise UPC also provides network maintenance services and engineering and construction services to its partner networks.

When tenants select triple-play bundles with or without mobile service from Sunrise, they then migrate to a direct billing relationship with us.

Sunrise offers broadband internet, enhanced video and telephony services directly to the video cable subscribers of those partner networks that enter into service operating contracts with Sunrise.

Sunrise has the direct customer billing relationship with these subscribers.

By permitting Sunrise to offer some or all of its broadband internet, video and telephony products directly to those partner network subscribers, Sunrise’s service operating contracts have expanded the addressable markets for Sunrise’s digital products.

In exchange for the right to provide digital products directly to the partner network subscribers, Sunrise pays to the partner network a share of the revenue generated from those subscribers.

Sunrise also provides network maintenance services and engineering and construction services to its partner networks.

Business Services

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These agreements are generally for a period of at least one year.

Liberty Global owns 50% of the VMO2 JV, a fixed-mobile convergence provider in the U.K., providing mobile, broadband, video and fixed telephony services to millions of customers across its footprint.

Liberty Global owns 50% of the VMO2 JV, an integrated communications provider of broadband internet, video, fixed-line telephony, mobile and converged services to residential and business customers in the U.K.

As part of the U.K.

JV Transaction, Liberty Global entered into a shareholders agreement with Telefónica, owner of O2 in the U.K.

This agreement sets forth the corporate governance of the VMO2 JV, as well as its decision-making process, information access, dividend policy and non-competition provisions.

The shareholders agreement mandates that the VMO2 JV distribute to Liberty Global and Telefónica on a quarterly basis a pro rata dividend equaling (unless agreed otherwise) all unrestricted cash, subject to certain minimum thresholds and financing arrangements.

JV Transaction, Liberty Global entered into a shareholders agreement with Telefónica, that previously owned O2 in the U.K.

JV Shareholders Agreement ), which sets forth the corporate governance of the VMO2 JV, as well as, among other things, its dividend policy and non-competition provisions.

JV Shareholders Agreement mandates that the VMO2 JV distribute to Liberty Global and Telefónica on a quarterly basis a pro rata dividend equaling (unless agreed otherwise) all unrestricted cash, subject to certain minimum thresholds and financing arrangements.

Subject to certain exceptions, Liberty Global may not transfer its ownership interest in the VMO2 JV without consent from Telefónica.

Additional information on the shareholders agreements can be found in note 7 to our consolidated financial statements included in Part II of this Annual Report on Form 10-K.

As a fixed-mobile convergence provider in the U.K., the VMO2 JV offers gigabit internet across its entire footprint, reaching over 15.6 million homes, while also providing its customers with access to one of the U.K.’s leading 4G and 5G mobile networks.

The VMO2 JV had 13.4 million RGUs as of December 31, 2021, primarily comprised of approximately 5.6 million broadband internet subscribers, and approximately 32.3 million mobile subscribers.

The VMO2 JV does not report video or telephony subscribers on an individualized basis, although such subscribers are included in the RGU figures in the above section titled Liberty Global Statistics .

The VMO2 JV’s customers continue to have access to Horizon TV and its functionalities (marketed as “Virgin TV 360”), including Catch up, Startover and pause live TV, the Virgin TV Go app and VoD, along with access to a range of premium subscription-based and pay per view services.

The VMO2 JV has 1 Gbps broadband internet available to residential customers across its footprint and was recognized as the Fastest Broadband Provider in uSwitch’s 2021 awards.

500 Mbps broadband internet is available to business customers.

Fiber-to-the-premise upgrade pilots are underway ahead of the planned deployment of full fibre across the entire fixed network starting in 2022 with completion in 2028.

The VMO2 JV has also deployed an extensive “Community WiFi” network.

The VMO2 JV offers 5G and 4G wireless services under either a prepaid or postpaid service plan.

The VMO2 JV provides its mobile services under various licenses, and most recently acquired new spectrum licenses in April 2021 in 700 MHz and 3.6 GHz band.

At the same auction, the VMED O2 JV agreed to trade holdings in the 3.4 – 3.8 GHz range with Vodafone.

With its mobile services, the VMO2 JV is able to offer quad-play bundles and converged services to its residential and business customers.

Additional information on the U.K.

JV Shareholders Agreement can be found in note 7 to our consolidated financial statements included in Part II of this Annual Report on Form 10-K.

The VMO2 JV offers gigabit internet across its entire fixed network footprint, reaching over 16.1 million homes, combined with a mobile network that offers 99% indoor and outdoor population coverage on 4G, as well as 5G services in over 1,600 towns and cities across the U.K.

The VMO2 JV had over 13 million RGUs as of December 31, 2022, comprised of approximately 5.7 million broadband internet subscribers.

The VMO2 JV does not report video or telephony subscribers on an individualized basis, although such subscribers are included in its total RGU figure.

In addition, the VMO2 JV had approximately 33.8 million mobile subscribers and is the U.K.’s leading mobile operator in terms of connections, with 44.7 million connections across its mobile, IoT and wholesale services.

In addition to gigabit broadband, the VMO2 JV provides fixed-line TV and telephony services.

In 2022, the VMO2 JV launched a new flexible entertainment service called ‘Stream,’ which combines the customer’s subscription packages such as Netflix, Disney+, and Amazon Prime, as well as the free TV channels under one system while also allowing the customer to transform their TV into a voice-activated unit.

The VMO2 JV’s TV customers continue to have access to the Horizon 4 minibox and its functionalities (marketed as ‘Virgin TV 360’), including ‘Catch up’, ‘Startover’ and pause live TV, the Virgin TV Go app and VoD, along with access to a range of premium subscription-based and pay per view services.

The VMO2 JV provides a wide range of mobile telecommunications and associated value-added products and services, such as voice, messaging and data services, handsets and hardware (e.g., wearables and handsets), stand-alone mobile devices and other accessories.

The VMO2 JV’s consumer convergence offering is led by its “ Volt ” proposition, offering new and existing customers that take Virgin Media broadband and eligible O2 Pay Monthly plans an upgrade to the next fixed broadband speed tier, increased mobile data and more value, including a wifi guarantee.

As of December 31, 2022, Volt had surpassed 1.3 million customers, while fixed-mobile convergence penetration stood at approximately 45%.

The VMO2 JV also provides business and wholesale products and services to large enterprises, public sector entities and small and medium business customers as well as wholesale and MVNO partners.

nexfibre JV .

We own a 25% interest in the nexfibre JV, a newly formed joint venture in the U.K.

that intends to construct and operate a wholesale FTTH broadband network of 5-7 million premises that does not overlap with the VMO2 JV’s existing network.

Telefónica owns 25% of the nexfibre JV, and InfraVia owns the remaining 50%.

The VMO2 JV will act as the anchor client for the new nexfibre JV’s fiber network.

The VMO2 JV also entered into a master services agreement with the nexfibre JV to provide access to the VMO2 JV’s expertise in the telecommunications business.

In combination with the VMO2 JV’s existing network and planned FTTH upgrades, the VMO2 JV and the nexfibre JV networks are expected to expand gigabit coverage to approximately 80% of the U.K.

once completed.

In connection with the formation of the nexfibre JV, we entered into shareholders agreements with Telefónica and InfraVia, providing for the governance of the nexfibre JV, including, among other things, its dividend policy and non-compete provisions.

It also provides for restrictions on transfer of interests in the nexfibre JV and exit arrangements.

Under the dividend policy, the nexfibre JV is required to distribute all unrestricted cash to Telefónica, InfraVia and us, subject to minimum cash requirements and financing arrangements.

VodafoneZiggo JV .

We own a 50% interest in the VodafoneZiggo JV, which is a leading Dutch company that provides fixed, mobile and integrated communication and entertainment services to consumers and businesses in the Netherlands.

In connection with the formation of the VodafoneZiggo JV, we entered into a shareholders agreement with Vodafone providing

for the governance of the VodafoneZiggo JV, including decision-making processes, information access, dividend policy and non-compete provisions.

It also provides for restrictions on transfer of interests in the VodafoneZiggo JV and exit arrangements.

In connection with the formation of the VodafoneZiggo JV, we entered into a shareholders agreement with Vodafone Group plc ( Vodafone ) providing for the governance of the VodafoneZiggo JV, including, among other things, its dividend policy and non-compete provisions.

It also provides for restrictions on the transfer of interests in the VodafoneZiggo JV and exit arrangements.

Under the dividend policy, the VodafoneZiggo JV is required to distribute all unrestricted cash to Vodafone and us, subject to minimum cash requirements and financing arrangements.

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For additional information on the above agreements, see note 7 to our consolidated financial statements included in Part II of this Annual Report on Form 10-K.

The fiber-rich broadband network of the VodafoneZiggo JV passes 7.3 million homes.

The fiber-rich broadband network of the VodafoneZiggo JV passes approximately 7.4 million homes.

In 2022 the VodafoneZiggo JV began offering gigabit internet speeds for residential and business customers across its entire footprint.

The VodafoneZiggo JV also offers nationwide 4G and 5G mobile coverage.

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The operations of the VodafoneZiggo JV are subject to various regulations, which are described below under Regulatory Matters—Joint Venture Entities—The Netherlands .

The VodafoneZiggo JV’s customers continue to have access to Horizon TV and its functionalities (marketed as “Ziggo TV”), including Replay TV, the Ziggo Go app, pause live TV and VoD, 1 Gbps for residential and business customers nationwide broadband internet and an extensive WiFi community network.

The VodafoneZiggo JV’s customers continue to have access to the Horizon 4 minibox and its functionalities (marketed as “Ziggo TV”), including Replay TV, the Ziggo Go app, pause live TV and VoD, gigabit internet speeds and an extensive WiFi community network.

The VodafoneZiggo JV also has its own sports channel, Ziggo Sport, and offers some exclusive programming.

Additionally, as of December 2021, the VodafoneZiggo JV has made 1 Gbps broadband internet available in 5.3 million households.

The VodafoneZiggo JV’s customers also have access to Vodafone’s nationwide 4G (referred to herein as LTE ) and 5G wireless services, under either a prepaid or postpaid service plan.

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Additional Business Information

Liberty Global’s investment arm, Liberty Global Ventures, has amassed a portfolio of investments in more than 75 companies and funds across the world, investing in the fields of content, technology and infrastructure.

Liberty Global’s investment arm, Liberty Global Ventures, has amassed a portfolio of investments in more than 75 companies across the world, investing in the fields of content, technology and infrastructure.

With its long-term, founder-friendly mindset, Liberty Global Ventures makes meaningful investments in technologies that will change how people live and work tomorrow.

Some of the companies in Liberty Global’s portfolio include All3Media, Plume, ITV, Lionsgate, Univision, Formula E racing series, Aviatrix, Pax8, Lacework and Edgeconnex, among others.

Some of the companies in Liberty Global’s portfolio include All3Media Ltd.

( All3Media ), Plume, ITV, Lions Gate Entertainment Corp.

( Lionsgate ), Televisa Univision, AtlasEdge, Formula E, Aviatrix Systems, Inc., Pax8 Inc., Lacework Inc.

and EdgeConneX Inc., among others.

When advantageous, we seek to forge commercial relationships between our operating companies and the companies we invest in, creating an even stronger partnership to help drive growth and efficiencies.

Our broadband internet, video and fixed-line telephony services are primarily transmitted over a hybrid fiber coaxial ( HFC ) cable network.

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.

Our broadband internet, video and fixed-line telephony services are primarily transmitted over an HFC network.

This network is composed primarily of national and regional fiber networks, which are connected to the home over the last few hundred meters by coaxial cable.

Alongside our HFC network, we are increasingly rolling out services based on fiber to the home ( FTTH ) and leveraging fixed wireless access ( FWA ) technologies to service customers not covered by our fixed networks in areas where it may not be cost effective to deploy fixed networks.

Alongside our HFC network, we are increasingly rolling out services based on FTTH and leveraging fixed wireless access ( FWA ) technologies to service customers not covered by our fixed networks in areas where it may not be cost effective to deploy fixed networks.

We closely monitor our network capacity and customer usage.

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• freeing spectrum for high-speed internet, VoD and other services by encouraging customers to move from analog to digital services;

• increasing the efficiency of our networks by moving headend functions (encoding, transcoding and multiplexing) to cloud storage systems;

• increasing the efficiency of our networks by moving head-end functions (encoding, transcoding and multiplexing) to cloud storage systems;

• enhancing our network to accommodate business services;

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• offering remote access to our video services through laptops, smart phones and tablets;

• expanding the availability of Horizon TV and Virgin TV Go, as well as Horizon 4, and related products and developing and introducing online media sharing and streaming or cloud-based video;

• expanding the availability of the Horizon 4 minibox and Virgin TV Go, as well as Horizon 4, and related products and developing and introducing online media sharing and streaming or cloud-based video;

• testing new technologies.

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While DOCSIS 3.1 technology will provide up to 2.5 Gbps, in 2023, we plan to deploy XGS-PON technology across our FTTH footprint, enabling speeds of up to 10 Gbps.

In addition, we will begin to prototype DOCSIS 4 technology that is anticipated to equally provide 10Gbps capabilities across our HFC footprint.

In addition, we have started prototyping technology that is anticipated to equally provide 10 Gbps capabilities across our HFC footprint.

Supply Sources

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• product (delivering the best content available);

• procurement (investment in the best brands, shows and sports);

• procurement (investment in the best brands, movies, shows and sports);

• partnering (strategic alignment, acquisitions and growth opportunities).

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For a majority of our agreements, we seek to include the rights to offer the licensed programming to our customers through multiple delivery platforms and through our apps for smart phones and tablets.

In seeking licenses for content, we, including the VMO2 JV and the VodafoneZiggo JV, as applicable, partner with leading international and regional Pay TV providers, such as Disney/Fox, Warner Media (including HBO), Sony, UKTV Viacom, AMC, NBCUniversal, RTL, the BBC and Discovery.

We also seek to carry in each of our markets key public and private broadcasters and in some markets we acquire local premium programming through select relationships with companies such as

Sky plc ( Sky ) BT Group plc ( BT ), HBO and Canal+.

In seeking licenses for content, we, including the VMO2 JV and the VodafoneZiggo JV, as applicable, partner with leading international and regional pay television providers, such as Disney, Sony, UKTV Paramount Global, AMC, NBCUniversal, RTL, BBC and Warner Bros.

Discovery (including HBO).

We also seek to carry in each of our markets key public and private broadcasters, and in some markets, we acquire local premium programming through select relationships with companies such as Sky plc ( Sky ), BT Group plc ( BT ), Warner Bros.

Discovery and CANAL+ Polska S.A.

For our VoD services, we license a variety of programming, including box sets of television series, movies, music, kids’ programming and documentaries.

In recent years, OTT apps have become increasingly important in the content space and, as part of our content strategy, we have put in place deals with a number of global and regional app providers.

We currently have arrangements with Netflix International B.V.

We currently have arrangements with Disney (The Walt Disney Company Limited and The Walt Disney Company Benelux), Netflix International B.V.

( Netflix ) and with Amazon Europe Core S.A.R.L.

Pursuant to these arrangements, the Netflix service and Amazon Prime Video services respectively are available via certain of our set-top boxes to our video customers across many of our markets each as premium OTT services.

Pursuant to these arrangements, Disney+, Netflix and Amazon Prime Video services, respectively, are available via certain of our set-top boxes to our video customers across many of our markets each as premium OTT services.

The Disney + app is available to customers in the U.K.

through the VMO2 JV and in the Netherlands (launched December 2022) through the VodafoneZiggo JV.

The Netflix app is available to customers in the U.K., through the VMO2 JV, the Netherlands through the VodafoneZiggo JV, Ireland, Switzerland and Belgium.

The Amazon Prime Video app is currently available to our customers in the U.K.

through the VMO2 JV, Ireland, the Netherlands through the VodafoneZiggo JV, Belgium, Switzerland and Poland.

We also entered into an arrangement with, Google Ireland Limited ( Google ) for the YouTube and YouTube Kids services, apps for which are available via certain of our set top boxes to our customers in the U.K.

through the VMO2 JV, Ireland, the Netherlands through the VodafoneZiggo JV, Belgium, Switzerland and Poland.

through the VMO2 JV, the Netherlands through the VodafoneZiggo JV, Ireland, Switzerland and Belgium.

We also entered into an arrangement with Google Ireland Limited for the YouTube and YouTube Kids services apps which are available via certain of our set top boxes to customers in the U.K.

through the VMO2 JV, the Netherlands through the VodafoneZiggo JV, Ireland, Switzerland and Belgium.

In order to tailor our entertainment offerings to each market, we have added various locally relevant apps such as BBC iPlayer in the U.K.

through the VMO2 JV, NPO Start and Videoland in the Netherlands through the VodafoneZiggo JV, VRT NU in Belgium and BluePlay in Switzerland.

In addition, we have concluded deals with NENT for the Viaplay service in the Netherlands, through the VodafoneZiggo JV, where the service is due to launch in March 2022 and in Poland where the service is already available as a premium service.

through the VMO2 JV, NPO Start and Videoland in the Netherlands through the VodafoneZiggo JV, VRT Max in Belgium and BluePlay in Switzerland.

In addition, we have concluded deals with the Viaplay group (previously NENT) for the Viaplay service in the Netherlands through the VodafoneZiggo JV, which launched in March 2022.

Exclusive content is another element of our content strategy.

To support this approach, we are investing in content assets.

We have invested in various content companies, including ITV plc, All3Media Ltd., LionsGate Entertainment, Virgin Media TV (formerly TV3 Group in Ireland) and De Vijver Media.

We have invested in various content companies, including ITV, All3Media, Lionsgate, Virgin Media TV, SBS Belgium, Woestijnvis and Caviar Group.

We are also investing in sports, both as a broadcaster and as a rights owner.

We have our own sports channels, Play Sports in Belgium which is exclusively available to Telenet customers, MySports in Switzerland, which Sunrise UPC licenses to other platforms in Switzerland, and VMSports in Ireland.

Also, the VodafoneZiggo JV owns Ziggo Sport and commissions the production of certain shows such as Rondo and Race Cafe .

We have our own sports channels, under the Play Sports brand in Belgium which is exclusively available to Telenet customers, and MySports in Switzerland, which Sunrise licenses to other platforms in Switzerland.

In Ireland, Virgin Media customers have access to VM More which includes sports programming as well as first look products and premium content.

In addition, the VodafoneZiggo JV owns Ziggo Sport and commissions the production of certain shows such as Rondo and Race Cafe .

The basic Ziggo Sport service is available exclusively to the VodafoneZiggo JV’s customers;

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In addition, we have commissioned our own drama series content.

Through All3Media Ltd., we co-produced a television series, known as The Feed , which was released in 2019 in several of our markets, and co-produced Blood in Ireland, which aired in 2018 and 2020.

With Lionsgate Entertainment, we pre-purchased the spy thriller series The Rook , which premiered in 2019.

In addition, we have produced the Swiss sitcom Fassler-Kunz , the Swiss series Im Heimatland and the original Belgium series Chaussée d’Amour and De Dag with local production companies.

Through All3Media, we co-produced a television series, known as The Feed , which was released in 2019 in several of our markets, and co-produced Blood in Ireland, which aired in 2018 and 2020.

With Lionsgate, we pre-purchased the spy thriller series The Rook , which premiered in 2019.

In addition, we have produced the Swiss sitcom Fassler-Kunz , the Swiss series Im Heimatland and the original Belgian series Chaussée d’Amour and De Dag with local production companies.

These television series will primarily be available to our customers on an on-demand basis.

We will also continue to commission, produce and/or co-produce content for our free-to-air ( FTA ) assets and VoD platforms in Ireland, and Telenet will continue to commission, produce and/or co-produce content for its FTA assets via SBS Belgium and VoD platforms in Belgium mainly via Streamz , its newly created joint venture for subscription VoD with DPG Media.

We will also continue to commission, produce and/or co-produce content for our free-to-air ( FTA ) assets and VoD platforms in Ireland and Telenet will continue to commission, produce and/or co-produce content for its FTA assets via SBS Belgium and VoD platforms in Belgium, mainly via Streamz , its joint venture for subscription VoD with DPG Media.

Customer Premises Equipment .

We purchase each type of customer premises equipment from a number of different suppliers.

Customer premises equipment includes set-top boxes, modems, WiFi routers and boosters, digital video recorders ( DVRs ), tuners and similar devices.

We purchase each type of CPE from a number of different suppliers.

CPE includes set-top boxes, modems, WiFi routers and boosters, digital video recorders ( DVRs ), tuners and similar devices.

For each type of equipment, we retain specialists to provide customer support.

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For these licenses we seek to enter into long-term contracts, which generally require us to pay based on usage of the services.

For our mobile services provided through MVNO arrangements, we are dependent on third-party wireless network providers.

Each of our MVNO operations has an agreement with such a provider to carry the mobile communications traffic of our customers.

For mobile services in Ireland provided through an MVNO arrangement with Three (Hutchison), we are dependent on third-party wireless network providers.

Our MVNO operation in Ireland has an agreement with Three (Hutchison) to carry the mobile communications traffic of our customers.

We seek to enter into medium to long-term arrangements for these services.

Any termination of these arrangements could significantly impact our MVNO operated mobile services.

A termination of this arrangements could significantly impact our MVNO-operated mobile services in Ireland.

All of our businesses operate in highly competitive and rapidly evolving markets.

The speed of technological advancements is likely to continue to increase, giving customers more options for telecommunications services.

Our customers want access to high quality telecommunication products that provide seamless connectivity and experience.

Accordingly, our ability to offer converged services (video, internet, fixed telephony and mobile) is a key component of our strategy.

The speed of technological advancements is likely to continue to increase, giving customers more options for telecommunications services and products.

Our customers want access to high quality telecommunication products that provide a seamless connectivity experience.

Accordingly, our ability to offer converged services (video, internet and telephony through our, fixed and mobile networks) is a key component of our strategy.

In many of our markets, we compete with incumbent companies that provide converged mobile and fixed-line services, as well as companies that are established in one or more communication products.

Many of these companies have extensive resources allowing them to offer competitively priced converged services.

Consequently, our businesses face significant competition.

In all markets, we seek to differentiate our offerings by focusing on delivering quality high-speed internet at competitive prices and providing excellent customer service.

In this section, we begin with an overview on the competitive nature of the broadband internet, video and mobile and fixed-line telephony services in our markets, and then provide information on key competitors in our more material markets.

We believe that our deep-fiber access provides us with several competitive advantages.

For instance, our cable networks enable concurrent delivery of internet access, together with real-time television and VoD content, without impairing our high-speed internet service.

In addition, our cable infrastructure allows us to provide triple-play bundled services of broadband internet, television and fixed-line telephony services without relying on a third-party service provider within our footprint.

Our business capabilities allow us to provide a comprehensive set of converged mobile and fixed-line services through both our own mobile network and third-party networks.

Our capacity is designed to support peak consumer demand, and our networks have been resilient despite significantly increased demand during the COVID-19 pandemic.

In serving the business market, many aspects of the network can be leveraged at very low incremental costs.

Overall, we are experiencing increased convergence as customers look to receive all their media and communication services in a more cost-effective way.

In our largest markets, our key competitors are:

Proximus NV/SA ( Proximus ) (Belgium) and Swisscom (Switzerland).

Also, as described below in the following sections, the key competitors for the VMO2 JV are BT and SKY, and for the VodafoneZiggo JV, it is Koninklijke KPN N.V.

( KPN ) and T-Mobile (currently owned by Deutsche Telekom).

Each of these competitors have extensive resources allowing them to offer competitively priced converged services.

As a result, our ability to offer high quality triple-play or quad-play bundles and fixed-mobile convergence bundles is one of our key strategies to attract and retain customers.

We seek to distinguish ourselves through our multimedia gateway services, interactive video products (such as Replay TV and VoD), proprietary sports offerings, expanded content offers (for both in and out of the home) and our high-speed connectivity services backed by intelligent in-home WiFi solutions.

Our businesses face competition in a rapidly evolving broadband marketplace from both incumbent and non-incumbent telecommunications companies, mobile operators and cable-based internet service providers, many of which have substantial resources.

Our ability to offer high-quality and attractive triple-play or quad-play bundles and fixed-mobile convergence bundles in these markets is one of our key strategies to attract and retain customers.

We seek to distinguish ourselves through our multimedia gateway services, interactive video products (such as Replay TV and VoD), proprietary sports offerings, extensive content offers (for both in and out of the home) and our high-speed connectivity services backed by intelligent in-home WiFi solutions.

In this section, we begin with an overview on the competitive nature of the broadband internet, video, mobile and telephony services in our markets, and then provide information on key competitors in our more material markets.

Our businesses face competition in a rapidly evolving broadband marketplace from both incumbent and non-incumbent telecommunications companies, mobile operators and other internet service providers, many of which have substantial resources.

The internet services offered by these competitors include both fixed-line broadband internet via cable, digital subscriber lines ( DSL ) or FTTx and wireless broadband.

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With the demand for mobile internet services increasing, competition from wireless services using various advanced technologies is an important competitive factor.

In several of our markets, competitors offer high-speed mobile data via LTE networks as well as next generation 5G wireless technology which is in the active roll-out phase.

In all of our markets, competitors offer high-speed mobile data via 4G or 5G networks.

In this intense competitive environment, internet speed and pricing are the key criteria for customers.

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We update our bundles and packages on an ongoing basis to meet the needs of our customers and to retain an attractive value-for-money ratio.

Ultra-high download speeds of 1Gbps are available throughout our operational footprints in each of the U.K., Belgium and Switzerland, as well as over 70% of our operational footprint in the Netherlands, with the view towards availability throughout our full footprint in the Netherlands by the end of 2022.

Ultra-high download speeds of 1 Gbps are available throughout our operational footprints in each of the U.K., Belgium, the Netherlands, Switzerland and Ireland.

We use our competitively priced ultra-high-speed internet services to encourage customers to switch to our services from other providers.

Our aim is to safeguard our high-end customer base and enable us to become more aggressive at the low- and medium-end of the internet market.

By fully utilizing up to 1 Gbps technical capabilities of DOCSIS 3.1 technology on our cable systems, we can compete with any FTTx, DSL or LTE players today.

Across Europe, our key competition in this product market is from the offering of broadband internet products using various FTTx and DSL-based technologies by the incumbent players and third parties.

The introduction of cheaper and ever faster fixed-line broadband offerings by alternative network providers is further increasing the competitive pressure in this market.

A notable emerging factor is an overbuild of our networks with FTTx technology by the incumbent players and other

third parties.

A notable competitive factor for us is overbuilding of our networks with FTTx technology by incumbent companies and other third parties.

At the moment, we do not consider our networks to be critically overbuilt;

however certain FTTx providers have announced plans to accelerate their FTTx rollout.

We are confident that our hybrid fiber-coaxial networks can be upgraded to higher speeds, to match or exceed potential FTTx based products.

Furthermore, in some instances FTTx upgrades or new build could provide an opportunity for Liberty Global or its joint venture entities to take wholesale access and expand our geographical coverage.

For instance, the VMO2 JV has announced plans to upgrade its entire fixed network in the U.K.

to full fiber-to-the-premise, costing marginally more than its previously planned DOCSIS 4 upgrade.

however certain FTTx providers accelerated the rollout of their networks.

We are confident that our hybrid fiber-coaxial networks can be upgraded to higher speeds, to match potential FTTx based products.

Furthermore, whenever it makes operational and economic sense, we seek to capitalize on opportunities to grow our network capabilities through FTTx technology.

This can be seen through the VMO2’s previously-communicated plans to upgrade its entire U.K.

fixed network to full FTTx, as well as the nexfibre JV’s announced fiber project that will target building up to 7 million new FTTH homes in the coming years.

In the Flanders region of Belgium, Telenet is the leading provider of residential broadband internet services.

Telenet’s primary competitor is Proximus.

Telenet’s primary competitor is Proximus NV/SA ( Proximus ).

Proximus is a well-established competitor offering quad-play bundles.

Proximus’ DSL and very high-speed DSL technology ( VDSL ) services provide download speeds up to 100 Mbps.

Moreover, Proximus offers up to 1 Gbps speed via its fiber network that is available in selected cities and being actively deployed.

Moreover, Proximus offers up to 1 Gbps speed via its fiber network that is available in selected cities

and is being actively deployed elsewhere in the country.

Similar to its video services, Telenet faces competition in the provision of internet services from other providers who have wholesale access to Telenet’s cable network.

Through such access, Orange Belgium currently offers its mobile subscribers a triple-play bundle including enhanced video, mobile and fixed broadband internet services.

Furthermore, Orange Belgium has announced an acquisition of Voo, a telecom operator that owns cable networks in the Wallonia region of Belgium.

This might indicate further intensification of market competition where Telenet is using its ultra-high-speed 1Gbps connectivity and innovative fixed-mobile converged packages called ONE and ONE(Up) to promote its services and retain its customer base.

Furthermore, Telenet recently announced the intention to create a new, self-funded netco with utility company Fluvius that hopes to own the “data network of the future” in the Flanders region.

• Sunrise UPC .

In Switzerland, Swisscom is the largest provider of broadband internet services, and is Sunrise UPC’s primary competitor.

It is also continuing to expand its FTTx network and is rolling-out its G.fast technology.

Through such access, Orange Belgium N.V ( Orange Belgium ) currently offers its mobile subscribers a triple-play bundle including enhanced video, mobile and fixed broadband internet services.

Furthermore, Orange Belgium is awaiting regulatory approval for its acquisition of VOO, a telecom operator that owns cable networks in the Wallonia region of Belgium.

Telenet has signed an Memorandum of Understanding with Orange Belgium with respect to potentially gaining access to VOO’s cable network in Wallonia.

Furthermore, Telenet and Fluvius entered into an agreement to create NetCo, regulatory approval for which is expected in mid-2023.

In Switzerland, Swisscom is the largest provider of broadband internet services, and is Sunrise’s primary competitor.

Swisscom offers download speeds ranging from 100 Mbps to up to 10 Gbps, depending on the region.

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Salt, a predominantly mobile player, also competes in this arena, with a focus on fixed-mobile convergence through a combination of FTTx and fixed wireless access technologies offering 10 Gbps internet speeds.

In this competitive market, Sunrise UPC recently launched a new “Sunrise We” fixed-mobile convergence portfolio, enabling customers to benefit from the ultra-high-speed connectivity that is available across all of Sunrise UPC’s customer premises and offers significant fixed and mobile cross-selling opportunities.

In this competitive market, Sunrise offers a fixed-mobile convergence portfolio called “Sunrise Up”, enabling customers to benefit from the ultra-high-speed connectivity that is available across all of Sunrise’s customer premises and offers significant fixed and mobile cross-selling opportunities.

For more information on the Sunrise Acquisition, see note 5 to our consolidated financial statements included in Part II of this Annual Report on Form 10-K.

• Joint Ventures .

• Significant Joint Ventures .

In the U.K., the VMO2 JV faces numerous competitors for broadband internet services, the largest of which is BT.

BT is actively building out its FTTx network through its subsidiary, Openreach, to support its goal of covering 25 million homes by the end of 2026.

In support of this mission, BT has launched a range of ultrafast consumer packages offering speeds of up to 900 Mbps.

At the moment, we estimate the VMO2 JV’s fixed network to be 25% overbuilt by BT but it has had limited impact on the VMO2 JV’s headline indicators so far.

As noted above, the VMO2 JV reached 1Gbps connectivity in all its approximately 15.6 million premises.

Moreover, the VMO2 JV announced its intention to upgrade its fixed network to full fiber-to-the-premise by the end of 2028.

This plan is expected to fuel connectivity innovation for consumers and businesses, create options to potentially pursue the broadband wholesale market in the U.K and to protect from growing FTTx competition.

In addition, we currently see limited competition from mobile broadband developments, such as LTE and 5G mobile services and WiFi services.

The VodafoneZiggo JV’s primary competitor, KPN offers internet protocol television ( IPTV ) over its FTTx network and through broadband internet connections using DSL or VDSL or an enhancement to VDSL called “vectoring”.

In support of this mission, BT offers a range of ultrafast consumer packages with speeds of up to 900 Mbps.

As noted above, the VMO2 JV has reached 1 Gbps connectivity in all of its 16.1 million premises.

Moreover, the VMO2 JV announced its intention to upgrade its fixed network to full fiber-to-the-premise by the end of 2028 and extend its FTTH footprint to up to 23 million premises through its partnership with the nexfibre JV.

This plan is expected to fuel connectivity innovation for consumers and businesses, create options to potentially pursue the broadband wholesale market in the U.K.

and to protect from growing FTTx competition.

The VodafoneZiggo JV’s primary competitor, Koninklijke KPN N.V.

( KPN ), offers internet protocol television ( IPTV ) over its FTTx network and through broadband internet connections using DSL or VDSL.

Where KPN has enhanced its VDSL system, it offers broadband internet with download speeds of up to 200 Mbps, and on its FTTx networks, it offers download speeds of up to 1 Gbps.

Portions of the VodafoneZiggo JV’s network have been overbuilt by KPN’s and other providers’ FTTx networks.

In 2021, KPN established a joint venture company called Glaspoort.

Glaspoort will invest over one billion Euros in fiber roll-out over the next five years.

The original scope of Glaspoort included approximately 685,000 households in medium-dense areas and about 225,000 business premises.

Later in 2021, these plans were increased by approximately 170,000 households.

KPN will continue to pursue its existing fiber roll-out plans of roughly 2.5 million additional households in the coming five years, with Glaspoort’s scope expected to accelerate KPN’s goal to reach approximately 80% FTTx coverage by 2026.

In 2021, KPN and pension fund, APG, established a joint venture company called Glaspoort, that is targeting fiber rollouts in medium-dense, rural and industrials areas by connecting up to 1.2 million households and businesses by 2026.

KPN will also continue to pursue its existing fiber roll-out plans in the coming years, with Glaspoort’s scope expected to accelerate KPN’s goal to reach approximately 80% FTTx coverage by 2026.

We expect competitive pressure from the fiber overbuild to intensify in the coming periods.

At the end of 2021, over 70% of the

VodafoneZiggo JV’s 7.3 million households had access to ultra-fast 1Gbps connectivity to support our competitive edge and speed advantage.

At the end of 2022, all of the VodafoneZiggo JV’s 7.4 million households had access to ultra-fast 1 Gbps connectivity to support our competitive edge and speed advantage.

Video Distribution

Our video services compete primarily with traditional FTA broadcast television services, DTH satellite service providers, OTT and broadcaster VoD providers, as well as other fixed-line and mobile telecommunications carriers and broadband providers offering a similar range of video services.

Our video services compete primarily with traditional FTA broadcast television services, direct-to-home satellite service providers, OTT and broadcaster VoD providers, as well as other fixed-line and mobile telecommunications carriers and broadband providers offering a similar range of video services.

Many of these competitors have a national footprint and offer features, pricing and video services individually and in bundles comparable to what we offer.

In certain markets, we also compete with other cable providers who have overbuilt portions of our systems.

OTT video content providers utilizing our or our competitors’ high-speed internet connections are also a significant competitive factor, as are other video service providers that overlap our service areas.

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Moreover, broadcasters offer direct to customer content, including VoD, live and catch-up television via their own platforms (such as BBC iPlayer, Discovery and RTL).

To retain our competitive position, we provide our subscribers with TV everywhere products and premium OTT video services through our online mobile apps, VoD and Replay TV services or through our arrangements with Netflix and Amazon, as well as YouTube and relevant local OTT VoD services.

Our businesses also compete to varying degrees with other sources of information and entertainment, such as online entertainment, newspapers, magazines, books, live entertainment/concerts and sporting events.

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If exclusive content offerings increase through other providers, programming options could be a deciding factor for subscribers on selecting a video service.

Similar to our technological advances in our video services (such as launches of Horizon 4, apps on third-party devices and all-IP TV box), our competitors are also improving their video platforms with next generation set-top boxes, TV everywhere products and other interactive services.

In all of our markets, competitive video services are offered by both incumbent and non-incumbent telecommunications operators, whose strategies include video services over DSL, VDSL and FTTx networks and, in some cases, DTH and digital terrestrial television ( DTT ).

The ability of incumbent operators to offer the triple-play of broadband internet, video and fixed-line telephony services and, in most countries, a quad-play with mobile services, is exerting competitive pressure on our operations, including the pricing and bundling of our video products.

In order to gain video market share, the incumbent operators and alternative service providers in a number of our larger markets are pricing their DTT, IPTV or DTH video packages at a discount to the retail price of the comparable digital cable service.

We compete on value by offering advanced digital services with a premier user interface, such as cloud recording and DVR functionality, HD/4K, VoD, voice control, OTT aggregation, Replay TV and multiscreen services via a superior user interface.

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Proximus offers customers a wide range of both individual and bundled services at competitive prices.

Also, Telenet and other Belgian cable operators must give alternative providers access to their cable networks.

Orange Belgium N.V.

Also, as a result of regulatory obligations, Telenet and other Belgian cable operators must give alternative providers access to their cable networks.

Orange Belgium gained such access in 2016 and currently offers its mobile subscribers a triple play bundle, including mobile, enhanced video and broadband internet services.

Telenet may face increased competition from other providers of video services who take advantage

of the wholesale access and may be able to offer triple- and quad-play services.

Telenet may face increased competition from other providers of video services who take advantage of the wholesale access and may be able to offer triple- and quad-play services.

For more information on wholesale access, see Regulatory Matters—Belgium.

In order to compete effectively against alternative providers, Telenet leverages its extensive cable network, the broad acceptance of its basic cable television services and Yelo Play and its additional features, such as HD and DVR functionality, VoD offerings, its Play Sports channel and original programming delivered via the Horizon 4 multimedia box.

Telenet is able to offer international, national, regional and local content, including Dutch-language broadcasts, to its subscribers.

In order to compete effectively against alternative providers, Telenet leverages its extensive cable network, the broad acceptance of its basic cable television services, its Telenet TV offering and its additional features, such as HD and DVR functionality, VoD offerings, its Play Sports channel and original programming delivered via the Horizon 4 multimedia box.

It is also using mobile services to drive its other products through its converged offerings.

In addition, during 2021, Telenet and DPG Media launched a new streaming platform called Streamz, which combines some of the best locally produced series and must-see international content from HBO, extensive kids’ content, films and documentaries.

In addition, Telenet and DPG Media now offer a streaming platform called Streamz, which combines some of the best locally produced series and must-see international content from HBO, extensive kids’ content, films and documentaries.

Streamz is available for a monthly fee.

• Sunrise UPC .

Our main competitor in Switzerland is Swisscom, the incumbent telecommunications operator, which provides IPTV services over DSL, VDSL and FTTx networks.

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In this saturated market, price competition and high promotional intensity are significant factors.

To compete effectively in Switzerland, Sunrise UPC is promoting Horizon 4 (marketed as “UPC TV”) and related family of products together with Replay TV and VoD, giving subscribers the ability to personalize their programming and viewing preferences while delivering excellent user interface with voice control.

Sunrise UPC has its own sports channel, My Sports and aggregates third-party apps (e.g.

Netflix, Amazon Prime Video and YouTube).

Moreover, in October 2021, Sunrise UPC expanded its video product offering to Yallo, its ancillary brand.

This is an important step in moving Yallo to full telecommunications functionality, allowing Yallo customers to access over 270 channels (many in Full HD and Dolby Digital), Replay services and streaming apps such as Netflix, Disney+ and Amazon Prime which come pre-installed on the TV box.

To compete effectively in Switzerland, Sunrise promotes its TV offering and a related family of products together with Replay TV and VoD, giving subscribers the ability to personalize their programming and viewing preferences while delivering an excellent user interface with voice control.

Sunrise has its own sports channel, My Sports and aggregates third-party apps (e.g.

Netflix, Amazon Prime Video, Sky Show, YouTube and others).

Sunrise has expanded its video product offering to Yallo, its ancillary brand, an important step in moving Yallo to full telecommunications functionality.

Yallo customers can access over 270 channels (many in Full HD and Dolby Digital), replay services and streaming apps such as Netflix, Disney+ and Amazon Prime which come pre-installed on the TV box.

For more information on the Sunrise Acquisition, see note 5 to our consolidated financial statements included in Part II of this Annual Report on Form 10-K.

• Joint Ventures .

• Significant Joint Ventures .

The VMO2 JV’s principal competitors for digital television services are Sky and FTA television providers.

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rights to various entertainment, sports and movie programming.

Sky is both a principal competitor and an important supplier of content to us.

Sky is both a principal competitor and an important supplier of content to the VMO2 JV.

Various Sky channels, including Sky Sports , are available over Sky’s satellite system and our cable networks, as well as via Sky’s apps and online players and other television platforms, and some of the channels are available on BT and TalkTalk platforms.

The VMO2 JV distributes several basic and premium video channels supplied by Sky.

BT is also both a principal competitor and an important supplier of content to us.

BT owns premium BT Sport channels, providing a range of sports content, including football (soccer) from the English Premier League and exclusive rights to the UEFA Champions League and the UEFA Europa League.

The BT Sport channels are available on our cable network as well as our competitors’ networks.

The VMO2 JV is expanding its broadband network and actively promoting its 4K and HDR ready boxes running on its latest Horizon 4 platform (marketed as “Virgin TV360”) as well as it online streaming service, Virgin TV Go.

Customers also have access to third-party apps such as Netflix, Amazon Prime Video and YouTube.

The VodafoneZiggo JV primarily competes with KPN with respect to video distribution, an incumbent telecommunications operator, which provides IPTV services over DSL, VDSL and FTTx networks.

BT is also both a principal competitor and an important supplier of content to the VMO2 JV.

BT owns premium BT Sport channels, providing a range of sports content, including football (soccer) from the English Premier League and its exclusive rights to the UEFA Champions League and the UEFA Europa League.

The BT Sport channels are available on the VMO2 JV’s cable network as well as its competitors’ networks.

The VMO2 JV is expanding its broadband network and actively promoting its 4K and HDR ready boxes running on its Horizon 4 platform (marketed as “Virgin TV360”) as well as it online streaming service, Virgin TV Go.

Customers also have access to a new entertainment service, Stream, which is an all-in-one streaming TV box, combining TV channels and aggregating third-party subscription services such as Sky Sports, Netflix, and Disney+.

Stream provides personalized viewing recommendations and allows customers to customize their subscription mix, billed through a single Virgin Media account.

The VodafoneZiggo JV primarily competes with KPN with respect to video distribution, which provides IPTV services over DSL, VDSL and FTTx networks.

KPN offers many of the same interactive video service features as the VodafoneZiggo JV does including VoD services, DVR, replay functionality and HD channels.

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The same is true for the VodafoneZiggo JV in the Netherlands.

We also substantially expanded our mobile business with the acquisition of Sunrise in Switzerland and through the joint venture with O2 in the U.K.

In our other European markets, however, we currently have limited mobile presence.

In the markets where we are an MNO, we continue to deploy additional bandwidth to deliver our wide range of services to our customers and expand our LTE and 5G services.

Where we are a small

mobile provider, we face significant competition from established mobile brands as well as ancillary, low-cost brands.

We also substantially expanded our mobile business with the acquisition of Sunrise in Switzerland and through the joint venture with Telefónica’s U.K.

brand, O2, in the U.K.

In the markets where we are an MNO, we continue to deploy additional bandwidth and look to acquire additional spectrum to deliver our wide range of services to our customers and expand our 4G and 5G services.

Competition remains significant across each of our markets.

We offer various calling plans, such as unlimited calling, national or international calling, unlimited off-peak calling and minute packages, including calls to fixed and mobile phones.

In addition, we use converged bundles and benefits to cross-sell mobile to our existing fixed customers.

We offer various calling plans, such as unlimited calling, national or international calling and use converged bundles and benefits to cross-sell mobile to our existing fixed customers.

Our ability to offer fixed-mobile convergence services is a key driver of growth.

The market for fixed-line telephony services is saturated in almost all of our markets.

Furthermore, in order to address lower segments of the market, we operate with ancillary mobile brands, such as Base (Belgium), Yallow (Switzerland) and Hollandsnieuwe (Netherlands).

The market for fixed-line telephony services is saturated in all of our markets.

Changes in market share are driven by the combination of price and quality of services provided and the inclusion of telephony services in bundled offerings.

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In all of our markets, we also compete with other VoIP operators offering service across broadband lines.

In addition, our businesses face competition from other cable telephony providers, FTTx-based providers or other indirect access providers.

In each of our markets, we face competition with a dominant fixed-line telephony provider, most of which also have competitive mobile offers based on LTE or 5G services.

In addition, our businesses face competition from other FTTx-based providers or other indirect access providers.

In each of our markets, we face competition with a dominant fixed-line telephony provider, most of which also have competitive mobile offers based on 4G or 5G services.

In our largest markets, the key dominant telephony providers are Proximus (Belgium) and Swisscom (Switzerland).

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These competitors include their mobile products in bundles with fixed-line services.

Moreover, there is a fundamental shift in customer preference towards mobile.

As a result, we expect fixed telephony users to decline in favor of mobile connectivity.

Moreover, there is a fundamental shift in customer preference towards mobile and OTT.

As a result, we expect our fixed telephony user base to continue its decline in favor of mobile connectivity and OTT services.

Human Capital Resources

As of December 31, 2021, our consolidated subsidiaries had an aggregate of approximately 11,200 full-time equivalent employees, including approximately 120 in the United States, 1,100 in the U.K., 900 in the Republic of Ireland, 3,450 in Belgium, 930 in the Netherlands, 3,120 in Switzerland, 1,320 in Poland, and 290 in Slovakia.

With respect to our major non-consolidated joint ventures, the VodafoneZiggo JV employs approximately 6,360 people, and the VMO2 JV employs approximately 16,710 people.

None of the above figures include contractors and temporary employees.

As of December 31, 2022, our consolidated subsidiaries had an aggregate of approximately 10,100 full-time equivalent employees, including approximately 3,660 in Belgium, 2,980 in Switzerland, 1,260 in the U.K., 940 in the Republic of Ireland, 870 in the Netherlands, 280 in Slovakia and 110 in the United States.

With respect to our significant nonconsolidated joint ventures, the VMO2 JV employs approximately 16,350 people and the VodafoneZiggo JV employs approximately 6,170 people.

None of the above figures include contractors or temporary employees.

A majority of our European employees are represented by workers councils.

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Such programs include our Finance, Technology, CyberSecurity and People graduate schemes that thrust new graduates into our fast-paced and dynamic business model, giving them immediate real-world experience along with structured support from the company, so that each graduate exits their program prepared to be a leader of tomorrow.

Liberty Global invests significantly in its employees because it recognizes that when each employee is supported and given the opportunity to succeed, the company as a whole flourishes.

We are resolved to building a safe, accepting and inclusive culture in our workplace and have been actively involved in similar efforts in our local communities.

A diverse and inclusive culture is critical to our performance, reputation and innovation, and it brings us closer to the communities in which we live and operate.

In 2021, we built upon our redefined efforts toward Diversity, Equity & Inclusion ( DE&I ).

In addition to appointing a new Chief DE&I Officer and further developing our DE&I Council, composed of our CEO and 19 executive representatives from around the company, we launched five Employee Resource Groups ( ERGs ) focusing on gender, race and ethnicity, multigenerational households, ability and neurodiversity and sexual orientation.

The VMO2 JV and VodafoneZiggo JV, along with Sunrise UPC, also have their own ERGs to provide support to their local employees.

We also conduct compulsory anti-bullying, anti-discrimination and anti-harassment training for all of our employees and engage in small-group, impactful conversations centering on discrimination and harassment in the workplace.

Further, Liberty Global’s venture capital group has committed $10 million to investing in start-up companies, including through our partner, Avesta Capital, that make a positive impact on society.

Liberty Global also aims to prepare its future senior leadership through its Fast Forward program, a year-long program in which high performing individuals are trained and challenged to become Liberty Global’s leaders of tomorrow.

We invest significantly in our employees, because we recognize that when each employee is supported and given the opportunity to succeed, our company as a whole flourishes.

We are committed to building a diverse, inclusive and equitable culture, where everyone belongs.

We have been actively challenging our own behaviors and each other to create such culture.

Being diverse, inclusive and equitable is important to our employees’ experience and performance, talent acquisition and retention, and it brings us closer to the communities in which we live and operate.

In 2022, we built upon our Diversity, Equity & Inclusion ( DE&I ) ambitions.

We have continued to work with our DE&I Council, composed of our CEO and 19 executive representatives from around the company that meets regularly to discuss company strategies, initiatives and policies concerning DE&I.

We have worked closely with our five Employee Resource Groups ( ERGs ) that focus on gender, race and ethnicity, multigenerational families, disability, neurodiversity and LGBTQIA+, ensuring that we are actively listening and co-creating.

The VMO2 JV and VodafoneZiggo JV, along with Sunrise and VM Ireland, also have their own ERGs to provide support for their local employees and to complement Liberty Global’s DE&I strategy and initiatives.

In addition, our DE&I Council has worked diligently to prepare concrete, implementable initiatives to further our collective DE&I strategy.

Such initiatives are measurable, allowing us to easily track our progress.

We also conduct compulsory anti-bullying, anti-discrimination and anti-harassment training for all of our employees in line with our Anti-Discrimination, Harassment and Bullying policy and engage in small-group, impactful conversations, centering on discrimination and harassment in the workplace.

Our venture capital arm has committed $10 million to investing in start-up companies, including through our partner, Avesta Capital, that make a positive impact on society.

These companies, such as Blue Studios, Kiira Health, BoxPower, Harvest Thermal and Sunny Day Fund are specifically focused on socially conscious business practices, such as tackling economic and social inequity, as well as climate change.

Liberty Global prides itself on the achievements it has made with respect to DE&I, but it recognizes that there is much work still to be done, and that to grow as a company we must invest in our people so that they can be themselves at work everyday.

Our compensation program is key to our company’s success and incentivizes our management team to execute our financial and operational goals.

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The primary goals of our executive compensation program are to:

motivate our executives to maximize their contributions to

the company’s success, attract and retain the best leaders for our business and align our executives’ interests with creating shareholder value.

motivate our executives to maximize their contributions to the company’s success, attract and retain the best leaders for our business and align our executives’ interests with creating shareholder value.

At Liberty Global we are committed to the health and safety of our employees and visitors to our sites and we ensure compliance with all relevant national health and safety regulations.

The continuing COVID-19 pandemic provides a powerful reminder of the critical role that connectivity plays in our lives.

As an essential service provider to families, businesses, hospitals and schools, our COVID-19 response has been strong and well-received in our markets.

We have prioritized the safety and well-being of our employees and customers while maintaining the highest-quality video, voice and broadband services, despite exceptional demands on our networks.

For employees, we have embarked on a hybrid work-from-home/work-from-office pilot program while increasing health measures within our offices.

We have made available a series of well-being resources based on a four-pronged strategy focused on the mental, physical, social and financial aspects of health and well-being.

For employees, we currently utilize a hybrid work-from-home/work-from-office work program.

We have also made available a series of well-being resources based on a four-pronged strategy focused on the mental, physical, social and financial aspects of health and well-being.

Included in this strategy, among other things, is access to group training sessions, private work-out facilities, bicycle reimbursement plans, in-office flu vaccinations, and private check-up visits.

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Regulatory Matters

General Overview

Video distribution, broadband internet, fixed-line telephony and mobile businesses are regulated in each of the countries in which we operate.

The scope of regulation varies from country to country, although in some significant respects regulation in European markets is harmonized under the regulatory structure of the E.U.

Of the seven countries in our footprint, five are part of the E.U.:

the Republic of Ireland, the Netherlands (non-consolidated), Belgium, Slovakia and Poland.

The scope of regulation varies from country to country, although in some significant respects, regulation in E.U.

markets is harmonized under the regulatory structure of the E.U.

Of the six countries in our footprint, four are part of the E.U.:

the Republic of Ireland, the Netherlands (nonconsolidated joint venture), Belgium and Slovakia.

Our other operations are in the U.K.

(non-consolidated) and Switzerland, both of which have separate jurisdictions but generally enact rules similar to that of the E.U.

(nonconsolidated joint venture) and Switzerland are not in the E.U.

but generally enact rules similar to that of the E.U.

formally left the E.U.

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Principles on state aid are also contained in the E.U.-U.K.

Agreement to prevent either side from granting unfair subsidies, and a dispute settlement mechanism is provided to ensure businesses from the E.U.

Agreement to prevent either side from granting unfair subsidies, and to provide a dispute settlement mechanism to ensure businesses from the E.U.

compete on a level playing field.

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The Northern Irish Protocol, while not material to our or the VMO2 JV’s operations, affects the movement of consumer premises equipment and installation personnel between Northern Ireland and the Republic of Ireland.

In Switzerland, most aspects of the distribution of radio and television are regulated under the Radio and television Act.

In addition, the Competition Act, the Data Protection Act and the Act on the Surveillance of Post and Telecommunications (the Telecommunications Act ) are potentially relevant to our business.

In Switzerland, the distribution of radio and television is regulated under the Radio and Television Act.

The provision of telecommunications services is regulated by the Telecommunications Act.

In addition, the Competition Act, the Data Protection Act and the Act on the Surveillance of Post and Telecommunications are relevant to our business.

Sector Regulations

The European Electronic Communications Code (the Code ) is the primary source of regulation governing our E.U.

The Code came into effect on December 20, 2018 and is in the process of being transposed by the Member States and the U.K.

The Code came into effect on December 20, 2018 and has been transposed by a majority of the Member States and the U.K.

into their respective national laws.

On September 23, 2021, the European Commission warned a number of Member States for being late with the transposition, including Ireland, the Netherlands, Poland and Slovakia.

The Member states in question were required to adopt and notify the relevant measures within two months - which we have not seen to date.

The Commission may refer their cases to the Court of Justice of the European Union.

On April 6, 2022, the European Commission referred a number of Member States to the Court of Justice of the European Union for being late with the transposition, including Ireland.

Ireland is in the process of adopting two legislative instruments that should give effect to the Code, the European Communities (Electronic Communications) Regulations 2022 and the Communications Regulation (Enforcement) Bill 2022.

has largely transposed the Code into its national laws.

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• Significant Market Power .

Specific obligations imposed by National Regulatory Authorities ( NRA s) in E.U.

Specific obligations imposed by National Regulatory Authorities ( NRAs ) in E.U.

Member States apply only to service providers deemed to have Significant Market Power ( SMP ) in a relevant market.

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If a service provider is found to have SMP in any particular market, the applicable NRA must impose certain conditions on that service provider.

We have been found to have Significant Market Power in certain markets in which we operate and further findings of Significant Market Power are possible, which may negatively impact our business.

We have been found to have SMP in certain markets in which we operate and further findings of SMP are possible, which may negatively impact our business.

However, across our footprint, we have noticed an increased tendency of NRAs towards deregulation, with only a small number of markets currently being subject to this type of regulation.

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We are subject to must carry regulations in all markets in which we operate, and we do not expect the such obligations to be curtailed in the foreseeable future.

NRAs may, in some cases, impose access obligations on service providers, regardless of whether they have SMP.

Under the Code and the E.U.

Broadband Cost Reduction Directive, service providers may be required to provide access to certain elements of their passive network infrastructure upon reasonable request if there are significant economic or physical replicability barriers.

Service providers may be required to provide access to their active infrastructure as well but only if a number of additional requirements are met.

has a similar system in place, while the Telecommunications Act in Switzerland requires operators with a dominant position to grant access to other providers on a non-discriminatory manner at cost-oriented prices.

Net Neutrality, Roaming and Call Termination

In November 2015, the European Parliament adopted the regulation on the first E.U.-wide net neutrality regime.

The regulation allows for specialized services, optimized for specific content and subjects service providers like Liberty Global to reasonable traffic management requirements.

transposed net neutrality into its national law following its exit from the E.U.

The Telecommunications Act, in Switzerland introduced more transparent net neutrality regulation that allows for traffic management in very limited circumstances (e.g., to fight exceptional network congestion).

The regulation allows for specialized services, optimized for specific content and subjects service providers like Liberty Global, through its operating companies, to reasonable traffic management requirements.

transposed net neutrality into its national law following Brexit.

In Switzerland, the Telecommunications Act introduced more transparent net neutrality regulation that allows for traffic management in limited circumstances (e.g., to fight exceptional network congestion).

Customers must be informed if traffic is treated unequally and about the quality of the internet service (for both fixed and mobile internet).

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Call termination tariffs for SMP providers are set by NRAs, but for the E.U., the Code includes a system of single maximum, E.U.-wide voice termination rates for fixed and mobile.

In 2022, all fixed service providers will be subject to a maximum fixed termination rate of €0.07 per minute and by 2024 the single maximum rate for mobile termination will be €0.20 per minute.

In the U.K., an SMP provider must provide termination on fair and reasonable terms, conditions and charges, which

must be no higher than BT’s regulated charges unless certain conditions are met.

In all countries where we operate, we have been found to have SMP for call termination.

All fixed service providers are subject to a maximum fixed termination rate of €0.07 per minute, and by 2024 the single maximum rate for mobile termination will be €0.20 per minute.

In the U.K., an SMP provider must provide termination on fair and reasonable terms, conditions and charges, which must be no higher than BT’s regulated charges unless certain conditions are met.

Switzerland does not follow the E.U.

standard, however.

Call termination rates in Switzerland are unregulated and commercially negotiated by operators.

If an agreement cannot be found for fixed termination rates, the parties may initiate proceedings at the Communication Commission (ComCom), which then sets cost-oriented termination rates.

Overall, termination rates in Switzerland are higher than the E.U.

In each country in which we operate, we have been found to have SMP for call termination.

Broadcasting and Content Law

The Audiovisual Media Services Directive ( AVMSD ) governs the activities of broadcasters under E.U.

The AVMSD is in the process of being transposed by the Member States into their respective national laws.

On September 23, 2021, the European Commission warned a number of Member States for being late with the transposition, including Ireland and Slovakia.

The Member States in question were required to adopt and notify the relevant measures within two months, which we have not seen to date.

The Commission may refer their cases to the Court of Justice of the European Union.

Member States that we operate in have fully transposed the AVMSD into their respective national laws.

Generally, broadcasts originating in and intended for reception within an E.U.

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Member State to be freely transmitted within their territory, so long as the broadcaster complies with the law of their home state.

In addition, when we offer third-party VoD services on our network, it is the third-party provider, and not us as the distributor, that is regulated in respect of these services.

In addition, when we offer third-party VoD services on our network, it is the third-party

provider, and not us as the distributor, that is regulated in respect of these services.

and Switzerland have regulatory systems that also reflect these principles.

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Such obligations are applicable to our businesses in the E.U.

and Switzerland have regulatory systems that similarly reflect these principles.

Member States are also allowed to require service providers to contribute financially to the production of European works, including requiring financial contributions from VoD providers established in other territories that targets audiences in their jurisdiction.

and Switzerland have similar principles in their regulatory systems.

To build upon the AVMSD, the European Commission published a proposal for the Media Freedom Act in September of 2022.

It is not clear at this time when this proposed law would be adopted and become effective.

The new law aims to help ensure media pluralism across the E.U., as well as ownership transparency requirements, especially with respect to foreign financing and the introduction of a review mechanism for concentrations of media companies.

We expect that the Media Freedom Act will impact our business, however, until the final legislation is adopted, we will not know to what extent.

Such obligations are applicable to (or are expected to become applicable to) certain of our businesses.

In addition, European Commission regulations mandate that commercial providers of online content services (including OTT service providers) enable subscribers who are temporarily present in any Member State to access and use online content services in substantially the same manner as in their Member State of residence.

Our services comply with these portability requirements.

We comply with these content portability requirements.

In the U.K., the VMO2 JV is required to hold individual licenses under the Broadcasting Acts 1990 and 1996 for any television channels (including barker channels) that it owns or operates and to provide certain other services on its cable television platform, such as electronic program guides.

These television licensable content service ( TLCS ) licenses are granted and administered by the U.K.

Office of Communications ( Ofcom ).

Office of Communications ( Ofcom ), the U.K.’s NRA.

Under these licenses, each covered service must comply with a number of Ofcom codes, including the Broadcasting Code, and with all of Ofcom’s directions.

Breach of any of the terms of a TLCS license may result in the imposition of fines and, potentially, license revocation.

As a provider of an on-demand program service ( ODPS ), the VMO2 JV must also comply with a number of statutory obligations in relation to “editorial content” and notify Ofcom of its intention to provide an ODPS.

As a provider of an on-demand program service ( ODPS ), the VMO2 JV must comply with numerous statutory obligations related to “editorial content” and notify Ofcom of its intention to provide an ODPS.

Failure to notify Ofcom or comply with the relevant statutory obligations may result in the imposition of fines or, ultimately, a prohibition on providing an ODPS.

Technological Regulation

The European Commission is increasingly imposing additional mandatory requirements regarding energy consumption of the telecommunications equipment we provide our customers.

legislature is increasingly imposing additional mandatory requirements regarding energy consumption of the telecommunications equipment we provide our customers.

We have been working to lower power consumption of our set-top boxes.

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regulation on standby power (the Standby Regulation ), many devices are required to have either a low power standby mode or off mode, unless such mode is inappropriate for the intended use of the product.

In particular, the Standby Regulation sets, among others, the maximum power consumption of networked consumer equipment while in the so-called “Networked Standby” mode.

As a result, all of the devices we purchase and/or develop operate under the power management requirements of the Standby Regulation.

In particular, the Standby Regulation sets, among other things, the maximum power consumption of networked consumer equipment while in the so-called “Networked Standby” or “High Network Availability” modes.

All of the devices we purchase and/or develop comply with the requirements of the Standby Regulation.

Also, the E.U.’s Radio Equipment Directive regulates radio equipment held for sale.

It sets essential requirements for safety and health, electromagnetic compatibility and the efficient use of the radio spectrum.

This directive also provides the

basis for further regulation governing some additional aspects, including technical features for the protection of privacy, personal data and fraud, interoperability, access to emergency services, and compliance regarding the combination of radio equipment and software.

The European Commission recently adopted a delegated act under the Radio Equipment Directive to improve network resilience and better protect consumer’s privacy.

The delegated act will enter into force during the first quarter of 2022 and will apply beginning on August 1, 2024.

Due to a Mutual Recognition Agreement established between the E.U.

and Switzerland, the Standby Regulation and the Radio Equipment Directive also applies in Switzerland.

and Switzerland, the Standby Regulation and the Radio Equipment Directive both apply in Switzerland.

Before Brexit, the U.K.

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The terms under which this spectrum becomes available varies among the European countries in which we operate, and certain uses of this spectrum may interfere with services carried on our cable networks.

If this occurs, we may need to:

(1) avoid using certain frequencies on our cable networks for certain of our services, (2) make some changes to our networks, or (3) change the equipment that we deploy.

We are in ongoing discussions with relevant Member States and the European Commission to develop mitigation techniques to reduce some of this interference, but we cannot predict the ultimate outcome of these discussions.

Privacy Regulation

In January 2017, the European Commission published a proposal for a revised e-Privacy regulation.

Negotiations among E.U.

Member States are still in process, and we cannot predict the ultimate outcome of these negotiations.

In May 2018, the General Data Protection Regulation ( GDPR ) became effective in the E.U.

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Organizations that fail to comply face stiff penalties.

In addition, in January 2017, the European Commission published a proposal for a new e-Privacy regulation.

Negotiations among E.U.

Member States are still in process, and we cannot predict the ultimate outcome of these negotiations.

The GDPR applies to the European Economic Area ( EEA ), which includes the E.U.

and a number of countries, not including the U.K.

and a number of countries, but does not include the U.K.

or Switzerland.

When personal data is transferred outside the EEA, special safeguards stemming from the GDPR, such as the adoption of adequacy decisions and the use of standard contractual clauses ( SCCs ), are enforced to ensure that data is transferred in a protected manner.

Adequacy decisions indicate which third countries have in place data protection laws sufficiently similar to those provided under the GDPR.

Adequacy decisions indicate which third countries have sufficiently similar data protection laws in place to those provided under the GDPR.

Transfers to an “adequate” third country is compared to a transmission of data within the E.U.

On June 28, 2021, the European Commission adopted an adequacy decision for the U.K., as the U.K.’s data protection system continues to be based on the same GDPR rules that were applicable when the U.K.

On June 28, 2021, the European Commission adopted an adequacy decision for the U.K., as the U.K.’s data protection system is based on the same GDPR rules that were applicable when the U.K.

was a Member State.

However, the adequacy decision is subject to a so-called “sunset clause”, which establishes the automatic expiration of the decision after four years from its adoption.

After that period, the adequacy findings may be renewed if the U.K.

However, the adequacy decision is subject to a “sunset clause”, which establishes the automatic expiration of the decision after four years from its adoption.

The adequacy findings may then be renewed if the U.K.

continues to ensure an adequate level of data protection.

On December 13, 2022, the European Commission adopted a draft adequacy decision for the E.U.-U.S.

Data Privacy Framework, replacing the Privacy Shield deal which was struck down by the European Court of Justice in July 2020.

companies will be able to join the E.U.-U.S.

Data Privacy Framework by committing to comply with a detailed set of privacy obligations.

citizens will also have access to a number of redress mechanisms in case their personal data is handled in violation of this framework, including an independent dispute resolution mechanism and a newly created ‘Data Protection Review Court’.

The draft adequacy decision is now going through its adoption procedure and is expected to be finalized in the summer of 2023.

When a data transfer involves a third country that has not been granted an adequacy decision, our operations must use SCCs.

On June 4, 2021, the European Commission issued an implementing decision on new SCCs, applicable as of September 27, 2021.

Using standard contractual clauses does not automatically make an international data transfer GDPR compliant.

The European Commission has issued an implementing decision on new SCCs, under which it makes clear that using standard contractual clauses does not automatically make an international data transfer GDPR compliant.

Instead, the parties must perform “transfer impact assessments” in order to address any possible risks in the data transfer and take supplementary measures.

The impact assessment takes into account maters such as the circumstances of the transfer, the nature of the parties, the personal data involved and the laws and practices of the country of destination.

A continued flow of personal data from the EEA to Switzerland is ensured by the Swiss Data Protection Act ( DPA ).

The Swiss Parliament adopted a revised version of the DPA that provides more transparency regarding the processing of data and strengthens the individual’s information rights (e.g., if his/her data is processed in a foreign country.

Other European Regulations

A continued flow of personal data from the EEA to Switzerland is ensured by the revised Swiss Data Protection Act ( DPA ), which is expected to come into force on September 1, 2023.

The DPA ensures compatibility with E.U.

law and provides for better protection of personal data, more transparency regarding the processing of data and a strengthening of the individual’s information rights (e.g., if such individual’s data is processed in a foreign country).

Other Regulations

In addition to the industry-specific regimes discussed above, our operating companies must comply with a range of both specific and general legislation concerning cybersecurity and consumer protection, among other matters.

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Our operations in the E.U.

do not fall under the NIS Directive, but a transposition of the Directive in Ireland and the Netherlands has effectively introduced the NIS Directive concepts into those jurisdictions.

In December 2020, the European Commission presented a revised version

of the legislation that seeks to expand the scope of the NIS Directive, adding new sectors, including telecommunication providers.

If adopted, more of our operations may become subject to the security requirements of this second NIS Directive.

During 2020, across the E.U.

and in the U.K., restrictions related to so-called “high risk vendors” ( HRVs ) in the telecommunications sector were announced.

published a “toolbox” for regulating 5G networks, which acknowledges the need for a risk assessment of 5G equipment suppliers and the need for adopting mitigating measures by E.U.

do not fall under the NIS Directive, but a transposition of the Directive in Ireland, Slovakia and the Netherlands has effectively introduced the NIS Directive concepts into those jurisdictions.

The successor to the NIS Directive, a directive on measures for a high common level of cybersecurity across the E.U.

( NIS 2 Directive ), was adopted by the E.U.

legislature and published on December 14, 2022.

Member States will have until October 18, 2024 to transpose the directive into their national legislation.

have announced restrictions related to so-called “high risk vendors” ( HRVs ) in the telecommunications sector.

published a “toolbox” of suggested measures for regulating 5G networks, acknowledging the need for a risk assessment of 5G equipment suppliers and the need to adopt mitigating measures by E.U.

Some Member States are addressing security concerns by identifying individual HRVs in advance, whose equipment should be excluded or limited for all network operations in the country.

The Swiss government is also considering new draft measures in the field of telecommunications security.

In November 2021, the U.K.

government introduced the Telecoms Security Act, which imposes a new security framework on telecommunication providers and give the Secretary of State for Digital, Culture, Media and Sport new powers to direct telecommunication providers to remove HRVs from their networks.

Switzerland has not yet adopted a policy position on the matter, but is studying the matter with a view to the potential adoption of measures in the future.

The U.K.’s recent Telecoms Security Act imposes a new security framework on telecommunication providers and gives the U.K.

government new powers to, among other things, direct telecommunication providers to remove HRVs from their networks.

Similar legislation has also been adopted in the Netherlands and Belgium.

The Digital Services Act and the Digital Markets Act currently being discussed by the European Parliament do not, as currently contemplated, appear to impact our businesses.

However, we cannot predict what the final legislation will say.

The Digital Markets Act and the Digital Services Act were adopted in September and October 2022, respectively and will become effective in 2024.

While the Digital Markets Act will have an immaterial impact on our business, under the Digital Services Act we will have additional obligations imposed on us, including with respect to periodic reporting, content moderation and the establishment of points of contact with national authorities and customers.

In February 2022, the European Commission introduced the Data Act, which would require companies to share personal and non-personal data generated by IoT products with users and third parties, upon the user’s request.

The Data Act also requires companies to share personal and non-personal data with public sector bodies in situations of exceptional need, and imposes switching and interoperability requirements on cloud services.

Negotiations between the European Council and the European Parliament are still in process, and we cannot predict the ultimate outcome of these negotiations.

The Corporate Sustainability Reporting Directive ( CSRD ) came into force on January 5, 2023.

The CSRD extends and strengthens the existing rules on non-financial reporting and aims to eventually have the same standards for both sustainability reporting and financial reporting.

Companies will have to report on how sustainability issues affect their business, as well as the impact of their activities on people and the environment.

The CSRD also aims to simplify the reporting process for companies, providing a single framework for providing information to investors and stakeholders.

The first of the reporting requirements relevant to Liberty Global will apply in 2025 (for fiscal year 2024 reporting), with additional reporting requirements coming into effect on a staggered basis until 2029.

Our operating companies are also subject to both national and European level regulations on competition and on consumer protection, which are largely regulated under the Code.

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They may also face restrictions on the degree to which they may discount certain products included in the bundled packages.

We often undergo close regulatory scrutiny from competition authorities, in particular with respect to proposed business combinations that often require clearance from the European Commission or national competition authorities, which can block, impose conditions on, or delay an acquisition, disposition or combination, thus possibly hampering our opportunities for growth.

Additional scrutiny is also imposed under the national foreign direct investment screening regimes recently adopted by the U.K.

and by some E.U.

Member States.

Such regimes which allow national governments to review and impose conditions on certain transactions involving critical infrastructures such as telecommunications.

In the event conditions are imposed and we fail to meet them in a timely manner, the relevant authority or governments may impose fines and, if in connection with a transaction, may require restorative measures, such as a disposition of assets or divestiture of operations.

Telenet has been found to have SMP in the wholesale broadband market, obliging it to (1) provide third-party operators with access to the digital television platform (including basic digital video and analog video) and (2) make available to third-party operators a bitstream offer of broadband internet access including fixed voice as an option.

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These rates are expected to evolve over time due to, among other reasons, broadband capacity usage.

The obligations on Telenet may strengthen its competitors by granting them resale access to Telenet’s network to offer competing products and services notwithstanding Telenet’s substantial historical financial outlays in developing the infrastructure.

In addition, any resale access granted to competitors could (1) limit the bandwidth available to Telenet to provide new or expanded products and services to its customers, and (2) adversely impact Telenet’s ability to maintain or increase its revenue and cash flows.

The extent of any such adverse impacts ultimately will be dependent on the degree to which competitors take advantage of the resale access of Telenet’s network, the rates that Telenet receives for such access and other competitive factors or market developments.

Joint Venture Entities

The obligations on Telenet may strengthen its competitors by granting them access to Telenet’s fixed network to offer competing products and services notwithstanding Telenet’s substantial investments in developing its high-performing fixed infrastructure.

In addition, any access granted to competitors could (1) limit the bandwidth available to Telenet to provide new or expanded products and services to its customers, and (2) adversely impact Telenet’s ability to maintain or increase its revenue and cash flows.

The extent of any such adverse impacts ultimately will be dependent on the degree to which competitors take advantage of the access of Telenet’s network, the rates that Telenet receives for such access and other competitive factors or market developments.

Significant Joint Venture Entities

United Kingdom

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Broadband Expansion .

enacted the Telecommunications Infrastructure (Leasehold Property) Act in March 2021, pursuant to which, among other things, building regulations now require new housing developments to have Gbit capable access.

The U.K.’s Telecommunications Infrastructure (Leasehold Property) Act imposes building regulations that require new housing developments to have gigabit capable access.

This new legislation comes as a result of the U.K.

government’s push to encourage greater investment in new digital infrastructure and deliver FTTH/Gbit capable networks to approximately 85% of U.K.

government’s push to encourage greater investment in new digital infrastructure and deliver FTTH/gigabit capable networks to approximately 85% of U.K.

premises by 2025.

The Netherlands

Similar to our other operations, the VodafoneZiggo JV is subject to must carry obligations, including a number of regional and local broadcasting channels, as well as public broadcasting channels.

The Netherlands’ NRA, the Autoriteit Consument & Markt ( ACM ) is currently conducting a new market analysis of high-quality wholesale access.

From 2017 to 2021, the Netherlands’ NRA, the Autoriteit Consument & Markt ( ACM ), conducted a market analysis of high-quality wholesale access.

On November 18, 2021, the ACM submitted to the European Commission its intended decision to withdraw regulation of the high-quality business telecom services provided over KPN’s network.

If adopted, the decision will lead to a complete deregulation of the wholesale market in the Netherlands.

A final decision of the ACM is expected in 2022.

On December 16, 2021, the European Commission indicated that it had no comments, resulting in the final decision of the ACM on December 23, 2021 to completely deregulate the high-quality wholesale access market in the Netherlands.

Available Information

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The information on our website is not part of this Annual Report and is not incorporated by reference herein.

The SEC also maintains a website address at www.sec.gov that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business