What changed in this filing

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Item 7. Management’s Discussion and Analysis

2023-02-22 compared with 2022-02-17 · 255 added, 282 removed, 570 unchanged (49% of the section changed)

5 unchanged sentences

• Liquidity and Capital Resources.

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

This section provides an analysis of our corporate and subsidiary liquidity and consolidated statements of cash flows.

• Critical Accounting Policies, Judgments and Estimates.

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This section provides discussion and analysis of the foreign currency, interest rate and other market risk that our company faces.

Unless otherwise indicated, convenience translations into U.S.

dollars are calculated, and operational data is presented, as of December 31, 2021.

Included below is an analysis of our results of operations and cash flows for 2022, as compared to 2021.

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Management’s Discussion and Analysis of Financial Condition and Results of Operations included in Part II of our Annual Report on Form 10-K, as amended, for the year ended December 31, 2021 (our 2021 10-K ), which is available through the Securities and Exchange Commission’s website at www.sec.gov.

Unless otherwise indicated, convenience translations into U.S.

dollars are calculated, and operational data is presented, as of December 31, 2022.

We are an international provider of broadband internet, video, fixed-line telephony and mobile communications services to residential customers and businesses in Europe.

Our operations comprise businesses that provide residential and B2B communications services in (i) Switzerland and Slovakia through UPC Holding, (ii) Belgium through Telenet and (iii) Ireland through another wholly-owned subsidiary of Liberty Global.

In addition, we own 50% noncontrolling interests in (a) the VodafoneZiggo JV, which provides residential and B2B communications services in the Netherlands, and (b) the VMO2 JV, which provides residential and B2B communication services in the U.K.

In addition, we currently provide residential and B2B communications services in Poland through UPC Holding.

On September 22, 2021, we entered into an agreement to sell our operations in Poland.

Accordingly, our operations in Poland are reflected as discontinued operations for all periods presented.

In addition, we own 50% noncontrolling interests in (a) the VMO2 JV, which provides residential and B2B communications services in the U.K., and (b) the VodafoneZiggo JV, which provides residential and B2B communications services in the Netherlands.

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

On April 1, 2022, we completed the sale of our operations in Poland.

Accordingly, our operations in Poland are reflected as discontinued operations for all applicable periods.

In the following discussion and analysis, the operating statistics, results of operations, cash flows and financial condition that we present and discuss are those of our continuing operations, unless otherwise indicated.

For additional information regarding the pending sale of UPC Poland, including with respect to our current expectations on timing and use of proceeds, see note 6 to our consolidated financial statements.

For additional information regarding the sale of UPC Poland, including with respect to our use of proceeds, see note 6 to our consolidated financial statements.

Through May 31, 2021, our consolidated operations also provided residential and B2B communications services in the U.K.

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Our B2B services include voice, broadband internet, data, video, wireless and cloud services.

We also have significant investments in ITV, Univision, Lacework, Plume, the Atlas Edge JV, All3Media, EdgeConneX, Lionsgate, the Formula E racing series and several regional sports networks.

We also have significant investments in ITV, Televisa Univision, Lacework, Plume, the AtlasEdge JV, All3Media, EdgeConneX, Lionsgate, the Formula E racing series and several regional sports networks.

The investments identified by company name above are intended to be merely illustrative, do not represent a complete list and are not necessarily the largest of our long-term investments.

From time to time, we may make investments in other companies that we choose not to identify by company name for commercial, legal, strategic or other reasons.

For additional information regarding the details of our products and services, see Item 1.

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As we use the term, organic growth excludes foreign currency translation effects ( FX ) and the estimated impact of acquisitions and dispositions.

While we seek to increase our customer base, we also seek to maximize the average revenue we receive from each household by increasing the penetration of our broadband internet, digital video, fixed-line telephony and mobile services with existing customers through product bundling and upselling.

While we seek to increase our customer base, we also seek to maximize the average revenue we receive from each household by increasing the penetration of our broadband internet, video, fixed-line telephony and mobile services with existing customers through product bundling and upselling.

Impact of COVID-19

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It is not currently possible to estimate the duration and severity of the COVID-19 pandemic or the adverse economic impact resulting from the preventative measures taken to contain or mitigate its outbreak, therefore no assurance can be given that an extended period of global economic disruption would not have a material adverse impact on our business, financial condition and results of operations in future periods.

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

Competition and Other External Factors

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Results of Operations

We have completed a number of transactions that impact the comparability of our 2021 and 2020 results of operations, the most notable of which are (i) the Sunrise Acquisition on November 11, 2020 and (ii) the U.K.

JV Transaction on June 1, 2021.

We have completed a number of transactions that impact the comparability of our 2022 and 2021 results of operations, the most notable of which are (i) the U.K.

JV Transaction on June 1, 2021, (ii) the sale of UPC Poland on April 1, 2022 and (iii) the Telenet Tower Sale on June 1, 2022.

For further information regarding our acquisitions and dispositions, see notes 5 and 6, respectively, to our consolidated financial statements.

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Changes in foreign currency exchange rates have a significant impact on our reported operating results as all of our operating segments have functional currencies other than the U.S.

Our primary exposure to FX risk during the three months ended December 31, 2021 was to the euro and Swiss franc, as 55.2% and 43.7% of our reported revenue during such period was derived from subsidiaries whose functional currencies are the euro and Swiss franc, respectively.

Our primary exposure to FX risk during the three months ended December 31, 2022 was to the euro and Swiss franc, as 55.1% and 43.6% of our reported revenue during the period was derived from subsidiaries whose functional currencies are the euro and Swiss franc, respectively.

In addition, our reported operating results are impacted by changes in the exchange rates for certain other local currencies in Europe.

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For information regarding our foreign currency risks and the applicable foreign currency exchange rates in effect for the periods covered by this Annual Report on Form 10-K, see Quantitative and Qualitative Disclosures about Market Risk — Foreign Currency Risk below.

The amounts presented and discussed below represen t 100% of each of our consolidated reportable segment’s results of operations.

The amounts presented and discussed below represent 100% of each of our consolidated reportable segment’s results of operations.

As we have the ability to control Telenet, we consolidate 100% of its revenue and expenses in our consolidated statements of operations despite the fact that third parties own a significant interest.

The noncontrolling owners’ interests in the operating results of Telenet and other less significant majority-owned subsidiaries are reflected in net earnings or loss attributable to noncontrolling interests in our consolidated statements of operations.

Similarly, despite only holding a 50 % noncontrolling interest in both the VMO2 JV and the VodafoneZiggo JV, we present 100 % of the revenue and Adjusted EBITDA of those entities in the tables below.

Discussion and Analysis of our Reportable Segments

All of our reportable segments de rive their revenue primarily from residential and B2B communications services.

All of our reportable segments derive their revenue primarily from residential and B2B communications services.

For detailed information regarding the composition of our reportable segments and how we define and categorize our revenue components, see note 19 to our consolidated financial statements.

For information regarding the results of operations of the VodafoneZiggo JV and, for the period beginning June 1, 2021 , the VMO2 JV , refer to Discussion and Analysis of our Consolidated Operating Results — Share of results of affiliates, net, below.

The tables presented below in this section provide the details of the revenue and Adjusted EBITDA of our consolidated reportable segments for 2021, as compared to 2020.

For additional information regarding the results of operations of the VMO2 JV and the VodafoneZiggo JV, refer to Discussion and Analysis of our Consolidated Operating Results — Share of results of affiliates, net below.

The tables presented below in this section provide the details of the revenue and Adjusted EBITDA of our reportable segments for 2022, as compared to 2021.

These tables present (i) the amounts reported for the current and comparative periods, (ii) the reported U.S.

dollar change and percentage change from period to period and (iii) the organic U.S.

dollar change and percentage change from period to period and (iii) with respect to our consolidated reportable segments, the organic U.S.

dollar change and percentage change from period to period.

For our organic comparisons, which exclude the impact of FX, we assume that exchange rates remained constant at the prior-period rate during all periods presented.

We also provide a table showing the Adjusted EBITDA margins of our consolidated reportable segments for 2021 and 2020 at the end of this section.

We also provide a table showing the Adjusted EBITDA margins of our reportable segments for 2022 and 2021 at the end of this section.

Most of our revenue is derived from jurisdictions that administer VAT or similar revenue-based taxes.

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We pay interconnection fees to other telephony providers when calls or text messages from our subscribers terminate on another network, and we receive similar fees from such providers when calls or text messages from their customers terminate on our networks or networks that we access through MVNO or other arrangements.

The amounts we charge and incur with respect to fixed-line telephony and mobile interconnection fees are subject to reg ulatory oversight.

The amounts we charge and incur with respect to fixed-line telephony and mobile interconnection fees are subject to regulatory oversight.

To the extent that regulatory authorities introduce fixed-line or mobile termination rate changes, we would experience prospective changes and, in very limited cases, we could experience retroactive changes in our interconnect revenue and/or costs.

The ultimate impact of any such changes in termination rates on our Adjusted EBITDA would be dependent on the call or text messaging patterns that are subject to the changed termination rates.

We are subject to inflationary pressures with respect to certain costs and foreign currency exchange risk with respect to costs and expenses that are denominated in currencies other than the respective functional currencies of our consolidated reportable segments ( non-functional currency expenses ).

Any cost increases that we are not able to pass on to our subscribers through rate increases would result in increased pressure on our operating margins.

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Other income, net (134.4) (44.9) (76.2)

Gain on Atlas Edge JV Transactions (227.5) — —

Gain on AtlasEdge JV Transactions — (227.5) —

JV Transaction — (10,873.8) —

Gain on Telenet Tower Sale (700.5) — —

Share of results of affiliates, net 1,267.8 175.4 245.3

Losses on debt extinguishment, net 90.6 233.2 216.7

Realized and unrealized gains due to changes in fair values of certain investments and debt, net (735.0) (45.2) (72.0)

Losses (gains) on debt extinguishment, net (2.8) 90.6 233.2

Realized and unrealized losses (gains) due to changes in fair values of certain investments, net 302.1 (735.0) (45.2)

Foreign currency transaction losses (gains), net (1,407.2) (1,324.5) 1,409.3

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Adjusted EBITDA $ 2,595.4 $ 3,963.1 $ 4,703.5

Revenue of our Consolidated Reportable Segments

While not specifically discussed in the below explanations of the changes in the revenue of our consolidated reportable segments, we are experiencing competition in all of our markets.

Revenue of our Reportable Segments

While not specifically discussed in the below explanations of the changes in the revenue of our reportable segments, we are experiencing competition in all of our markets.

This competition has an adverse impact on our ability to increase or maintain our total number of customers and/or our ARPU.

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Changes in ARPU can be attributable to (a) changes in prices, (b) changes in bundling or promotional discounts, (c) changes in the tier of services selected, (d) variances in subscriber usage patterns and (e) the overall mix of fixed and mobile products within a segment during the period.

Revenue — 2021 compared to 2020

Year ended December 31, Increase (decrease) Organic increase (decrease)

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Central and Other

722.4 648.7 73.7 11.4 70.0 10.8

Intersegment eliminations (9.6) (11.6) 2.0 N.M.

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$ 12,857.2 $ 8,522.9 $ 4,334.3 50.9

VodafoneZiggo JV

$ 4,284.6 $ 4,824.2 $ (539.6) (11.2)

_______________

— Not Meaningful.

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JV Transaction.

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

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

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

revenue Non-subscription

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Average number of customers $ (5.8) $ — $ (5.8)

ARPU (15.1) — (15.1)

Decrease in residential fixed non-subscription revenue — (2.7) (2.7)

(42.3) — (42.3)

Decrease in residential fixed non-subscription revenue (a) — (13.3) (13.3)

Total decrease in residential fixed revenue (48.1) (13.3) (61.4)

Increase (decrease) in residential mobile revenue (a) 46.7 (73.8) (27.1)

Increase (decrease) in B2B revenue (b) (0.7) 45.3 44.6

Increase in residential mobile revenue (b) 29.4 19.1 48.5

Increase in B2B revenue (c)

3.4 15.2 18.6

Decrease in other revenue — (6.2) (6.2)

Total organic increase (decrease) (15.3) 14.8 (0.5)

Impact of acquisitions 1,178.9 547.0 1,725.9

Impact of FX 31.2 26.5 57.7

(101.3) (39.2) (140.5)

Total $ (116.6) $ (24.4) $ (141.0)

_______________

(a) The increase in residential mobile subscription revenue is largely due to an increase in the average number of mobile subscribers.

The decrease in residential mobile non-subscription revenue is primarily attributable to a decrease in revenue from mobile handset sales.

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

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

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

(b) The increase in residential mobile subscription revenue is largely due to an increase in the average number of mobile subscribers.

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

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

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

revenue Non-subscription

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Average number of customers $ (16.0) $ — $ (16.0)

ARPU 11.8 — 11.8

Increase in residential fixed non-subscription revenue — 4.6 4.6

Total increase (decrease) in residential fixed revenue (12.2) 4.6 (7.6)

Decrease in residential fixed non-subscription revenue — (4.2) (4.2)

Total decrease in residential fixed revenue (12.1) (4.2) (16.3)

Increase (decrease) in residential mobile revenue (a) 30.5 (41.7) (11.2)

Increase (decrease) in B2B revenue (b) 21.4 (1.3) 20.1

Increase in other revenue (c) — 17.6 17.6

Increase in B2B revenue (b)

14.2 53.1 67.3

Increase in other revenue — 9.4 9.4

Total organic increase 32.6 16.6 49.2

Impact of acquisitions — 39.8 39.8

Impact of dispositions — (0.8) (0.8)

Impact of FX 80.8 24.8 105.6

(254.9) (91.9) (346.8)

Total $ (222.3) $ (36.3) $ (258.6)

_______________

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

(a) The increase in residential mobile subscription revenue is primarily due to higher ARPU.

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

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

(b) The increase in B2B subscription revenue is primarily attributable to an increase in ARPU.

The increase in B2B non-subscription revenue is largely due to higher revenue from wholesale services and an increase in interconnect revenue.

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

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

revenue Non-subscription

revenue Total

Increase (decrease) in residential fixed subscription revenue due to change in:

Average number of customers $ 74.7 $ — $ 74.7

ARPU (a) (93.8) — (93.8)

Increase in residential fixed non-subscription revenue (b) — 13.0 13.0

Total increase (decrease) in residential fixed revenue (19.1) 13.0 (6.1)

Increase in residential mobile revenue (c) 1.3 32.7 34.0

Increase in B2B revenue (d) 9.9 25.4 35.3

Decrease in other revenue — (0.1) (0.1)

Total organic increase (decrease) (7.9) 71.0 63.1

Impact of dispositions (2,802.3) (802.2) (3,604.5)

Impact of FX 158.7 42.2 200.9

Total $ (2,651.5) $ (689.0) $ (3,340.5)

_______________

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

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

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

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

The increase in B2B non-subscription revenue is primarily attributable to the net effect of (i) an increase in revenue associated with long-term leases of a portion of our network and (ii) lower revenue from data services.

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

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

revenue Non-subscription

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Average number of customers $ (8.1) $ — $ (8.1)

ARPU 0.3 — 0.3

Increase in residential fixed non-subscription revenue — 0.1 0.1

Total increase (decrease) in residential fixed revenue (1.2) 0.1 (1.1)

Increase (decrease) in residential mobile revenue 4.1 (1.0) 3.1

Increase (decrease) in B2B revenue 0.7 (3.0) (2.3)

Increase in other revenue (a) — 18.5 18.5

Decrease in residential fixed non-subscription revenue — (0.6) (0.6)

Total decrease in residential fixed revenue (1.9) (0.6) (2.5)

Increase in residential mobile revenue 3.7 1.1 4.8

Increase in B2B revenue

Increase in other revenue — 1.1 1.1

Total organic increase 2.9 2.7 5.6

Impact of FX 14.2 3.9 18.1

Total $ 17.8 $ 18.5 $ 36.3

(44.7) (16.2) (60.9)

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

Revenue — 2020 compared to 2019

For discussion and analysis of the revenue of our consolidated reportable segments during 2020, as compared to 2019, see Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations included in Part II of our 2020 10-K.

Total $ (41.8) $ (13.5) $ (55.3)

Programming and Other Direct Costs of Services, Other Operating Expenses and SG&A Expenses of our Consolidated Reportable Segments

For information regarding the changes in our (i) programming and other direct costs of services, (ii) other operating expenses and (iii) SG&A expenses , see Discussion and Analysis of our Consolidated Operating Results below.

Adjusted EBITDA of our Consolidated Reportable Segments

Adjusted EBITDA of our Reportable Segments

Adjusted EBITDA is the primary measure used by our chief operating decision maker to evaluate segment operating performance.

As presented below, consolidated Adjusted EBITDA is a non-GAAP measure, which investors should view as a supplement to, and not a substitute for, GAAP measures of performance included in our consolidated statements of operations.

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

Adjusted EBITDA — 2021 compared to 2020

The following table sets forth the Adjusted EBITDA of our reportable segments.

Year ended December 31, Increase (decrease) Organic

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Central and Other

(47.0) (33.1) (13.9) (42.0) (64.3) N.M.

Intersegment eliminations (1.0) 1.8 (2.8) N.M.

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$ 4,562.2 $ 2,716.6 $ 1,845.6 67.9

VodafoneZiggo JV

$ 2,018.0 $ 2,265.6 $ (247.6) (10.9)

_______________

— Not Meaningful.

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JV Transaction.

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

Adjusted EBITDA Margin

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

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

Year ended December 31,

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Belgium 46.6 % 48.3 %

(a) 39.7 % 40.4 %

Ireland 39.9 % 39.7 %

35.5 % 31.9 %

(a) Represents the results of the U.K.

JV Entities through the June 1, 2021 closing of the U.K.

JV Transaction.

In addition to organic changes in the revenue, operating and SG&A expenses of our consolidated reportable segments, the Adjusted EBITDA margins presented above include the impact of acquisitions, as applicable.

In this regard, the Sunrise Acquisition had a significant adverse impact on the Adjusted EBITDA margin in Switzerland, as the acquired Sunrise mobile business generates a relatively lower Adjusted EBITDA margin than our legacy operations in Switzerland.

For discussion of the factors contributing to the changes in the Adjusted EBITDA margins of our consolidated reportable segments, see the analysis of our revenue included in Discussion and Analysis of our Reportable Segments above and the analysis of our expenses included in Discussion and Analysis of our Consolidated Operating Results below.

Adjusted EBITDA — 2020 compared to 2019

For the details of our Adjusted EBITDA and Adjusted EBITDA margins during 2020, as compared to 2019, see Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations included in Part II of our 2020 10-K.

VodafoneZiggo JV

47.1 % 47.0 %

In addition to organic changes in the revenue, operating and SG&A expenses of our reportable segments, the Adjusted EBITDA margins presented above include the impact of acquisitions, as applicable.

Analysis of our Consolidated Operating Results below.

For discussion of the factors contributing to the changes in the Adjusted EBITDA margins of the VMO2 JV and the VodafoneZiggo JV, see Discussion and Analysis of our Consolidated Operating Results — Share of results of affiliates, net below.

Discussion and Analysis of our Consolidated Operating Results

For more detailed explanations of the changes in our revenue, see Discussion and Analysis of our Reportable Segments above.

2021 compared to 2020

Our revenue by major category is set forth below:

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Total B2B revenue

1,376.8 1,862.8 (486.0) (26.1) 87.2 6.2

Other revenue (e) 942.3 851.2 91.1 10.7 75.0 8.4

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SOHO subscribers pay a premium price to receive expanded service levels along with broadband internet, video, fixed-line telephony or mobile services that are the same or similar to the mass marketed products offered to our residential subscribers.

A portion of the increase in our B2B subscription revenue is attributable to the conversion of certain residential subscribers to SOHO subscribers.

B2B non-subscription revenue includes (a) revenue from business broadband internet, video, fixed-line telephony and data services offered to medium and large enterprises and, on a wholesale basis, to other operators and (b) revenue from long-term leases of portions of our network.

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

A portion of the change in our B2B subscription revenue is attributable to the conversion of certain residential subscribers to SOHO subscribers.

B2B non-subscription revenue includes (a) revenue from business broadband internet, video, fixed-line telephony and data services offered to medium and large enterprises and, fixed-line and mobile services on a wholesale basis, to other operators and (b) revenue from long-term leases of portions of our network.

(e) Other revenue includes, among other items, (i) revenue earned from the U.K.

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

Total revenue.

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This decrease includes a decrease of $2,736.4 million attributable to the impact of the U.K.

JV Transaction and an increase of $1,725.9 million attributable to the impact of the Sunrise Acquisition.

JV Transaction.

On an organic basis, our consolidated revenue increased $126.3 million or 1.7%.

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

Increase (decrease) in residential fixed subscription revenue due to change in:

Decrease in residential fixed subscription revenue due to change in:

Average number of customers $ (32.0)

Increase in residential fixed non-subscription revenue 14.5

Decrease in residential fixed non-subscription revenue (18.0)

Total decrease in residential fixed revenue (78.4)

1 unchanged sentence

Decrease in residential mobile non-subscription revenue (21.1)

Total organic decrease in residential revenue (57.0)

Total decrease in residential revenue (35.9)

Impact of acquisitions and dispositions (2,287.4)

Impact of FX 291.0

Total decrease in residential revenue $ (2,720.7)

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

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

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

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

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

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

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

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

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

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

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

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

Other revenue.

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

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

Programming and other direct costs of services

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Central and Other

276.3 226.1 50.2 22.2 66.0 29.2

Intersegment eliminations (2.8) (4.3) 1.5 N.M.

7 unchanged sentences

This decrease includes a decrease of $868.1 million attributable to the impact of the U.K.

JV Transaction and an increase of $682.4 million attributable to the impact of the Sunrise Acquisition.

JV Transaction.

On an organic basis, our programming and other direct costs of services increased $60.0 million or 2.7%.

This increase includes the following factors:

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

• An increase in programming and copyright costs of $51.2 million or 3.2%, attributable to higher costs for certain premium and/or basic content, primarily in the U.K., Belgium and Ireland.

The higher costs in the U.K.

include an increase of $14.1 million related to the net impact of credits received during the second quarters of 2020 and 2021 in connection with (i) the pausing or cancellation of certain sporting events due to the COVID-19 pandemic during 2020, which offset the aforementioned revenue increases, and (ii) the loss of certain content;

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

and Switzerland, (ii) higher leased tower costs in Switzerland and (iii) lower MVNO costs, primarily in Switzerland and the U.K.;

This increase is primarily due to the net effect of the following factors:

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

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

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

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

• An increase of $8.1 million associated with the impact of the classification of costs in connection with the U.K.

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This increase was fully offset by a corresponding decrease in various SG&A expense categories within Central and Other.

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

Other operating expenses

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Central and Other

139.2 115.1 24.1 20.9 33.6 29.2

Intersegment eliminations (2.6) (1.3) (1.3) N.M.

Total other operating expenses excluding share-based compensation expense 1,083.3 1,470.9 (387.6) (26.4) $ 85.8 7.9

1,470.9 1,711.7 (240.8) (14.1) $ 46.9 3.4

Share-based compensation expense 4.9 13.7 (8.8) (64.2)

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This decrease includes a decrease of $405.9 million attributable to the impact of the U.K.

JV Transaction and an increase of $187.6 million attributable to the impact of the Sunrise Acquisition.

JV Transaction.

On an organic basis, our other operating expenses increased $85.8 million or 7.9%.

This increase includes the following factors:

• An increase in personnel costs of $27.7 million or 5.3%, primarily due to the net effect of (i) higher staffing levels, primarily in Switzerland and the U.K., (ii) lower costs due to the impact of an increase in the use of internal labor for certain network-related capital projects in the U.K.

and (iii) higher average costs per employee, as a decrease in Switzerland was more than offset by increases in the U.K., Central and Other and Belgium;

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

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

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

This increase is primarily due to the following factors:

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

• An increase in bad debt expense of $17.6 million or 82.3%, primarily in Switzerland.

This increase includes $4.5 million recognized in Switzerland associated with the sale of certain handset receivables, for which the proceeds of CHF 110.3 million ($113.7 million at the applicable rate) were received on July 1, 2022.

The expense recognized during the second quarter of 2022 represents the difference between the carrying amount of the associated receivables and the amount received pursuant to the sale;

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

SG&A expenses

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Central and Other

353.9 340.6 13.3 3.9 34.7 10.2

Intersegment eliminations (3.2) (7.8) 4.6 N.M.

Total SG&A expenses excluding share-based compensation expense 1,431.3 1,859.7 (428.4) (23.0) $ 32.7 2.2

1,859.7 1,809.6 50.1 2.8 $ 94.7 5.6

Share-based compensation expense 187.2 294.4 (107.2) (36.4)

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Supplemental SG&A expense information

Year ended December 31, Increase Organic increase

Year ended December 31, Decrease Organic increase

2022 2021 $ % $ %

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(a) General and administrative expenses include all personnel-related costs within our SG&A expenses, including personnel-related costs associated with our sales and marketing function.

Our SG&A expenses (exclusive of share-based compensation expense) increased $50.1 million or 2.8% during 2021, as compared to 2020.

This increase includes a decrease of $463.4 million attributable to the impact of the U.K.

JV Transaction and an increase of $347.7 million attributable to the impact of the Sunrise Acquisition.

Our SG&A expenses (exclusive of share-based compensation expense) decreased $428.4 million or 23.0% during 2022, as compared to 2021.

This decrease includes a decrease of $377.1 million attributable to the impact of the U.K.

JV Transaction.

On an organic basis, our SG&A expenses increased $32.7 million or 2.2%.

This increase includes the following factors:

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

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

The higher average costs per employee in Central and Other include a decrease of $13.8 million associated with the aforementioned impact of the classification of costs in connection with the U.K.

JV Services provided by Central and Other, which, subsequent to the completion of the U.K.

JV Transaction, are classified as direct costs of services;

• An increase in external sales and marketing costs of $10.9 million or 2.8%, primarily due to higher costs associated with advertising campaigns, as increases in the U.K.

and Switzerland were only partially offset by a decrease in Belgium.

This increase is primarily due to the following factors:

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

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

Share-based compensation expense

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Liberty Global:

Performance-based incentive awards (a) $ 59.6 $ 127.4

Non-performance based incentive awards 168.6 134.1

Other (b) 33.6 46.2

Non-performance based incentive awards (a) $ 133.5 $ 168.6

Performance-based incentive awards (b) 7.1 59.6

Other (c) 30.8 33.6

Total Liberty Global

Telenet share-based incentive awards (c) 35.1 35.5

Telenet share-based incentive awards (d) 10.9 35.1

Other 9.8 11.2

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_______________

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

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

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

Accordingly, the Black-Scholes fair values of the respective outstanding awards increased, resulting in the recognition of an aggregate incremental share-based compensation expense of $22.7 million during 2021.

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

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

In the case of the annual incentive compensation, shares have been or will be issued to senior management and key employees pursuant to a shareholding incentive program.

The shareholding incentive program allows these employees to elect to receive up to 100% of their annual incentive compensation in ordinary shares of Liberty Global in lieu of cash.

(c) Represents the share-based compensation expense associated with Telenet’s share-based incentive awards, which, at December 31, 2021, included performance- and non-performance-based stock option awards with respect to 4,126,221 Telenet shares.

In addition, amounts include compensation expense related to the 2022 and 2021 Ventures Incentive Plans.

(d) Represents the share-based compensation expense associated with Telenet’s share-based incentive awards, which, at December 31, 2022, included performance- and non-performance-based stock option awards with respect to 3,519,920 Telenet shares.

These stock option awards had a weighted average exercise price of €31.43 ($33.66).

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Our depreciation and amortization expense was $2,171.4 million and $2,353.7 million during 2022 and 2021, respectively.

Excluding the effects of FX, depreciation and amortization expense increased $67.3 million or 3.0% during 2021, as compared to 2020.

This increase is primarily due to the net effect of (i) an increase due to the Sunrise Acquisition, (ii) a decrease in the U.K.

of $577.5 million as a result of the held-for-sale presentation of the U.K.

JV Entities effective May 7, 2020, (iii) an increase associated with property and equipment additions related to the installation of customer premises equipment, the expansion and upgrade of our networks and other capital initiatives, primarily in Central and Other, Belgium and Switzerland, and (iv) a decrease associated with certain assets becoming fully depreciated, primarily in Central and Other, Belgium and Switzerland.

For information regarding the held-for-sale presentation of the U.K.

JV Entities prior to completion of the U.K.

JV Transaction, see note 6 to our consolidated financial statements.

Excluding the effects of FX, depreciation and amortization expense decreased $6.3 million or 0.3% during 2022, as compared to 2021.

This decrease is primarily due to the net effect of (i) a decrease associated with certain assets becoming fully depreciated, primarily in Central and Other, Switzerland and Belgium and (ii) an increase associated with property and equipment additions related to the installation of CPE, the expansion and upgrade of our networks and other capital initiatives, primarily in Central and Other, Switzerland and Belgium.

Impairment, restructuring and other operating items, net

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

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

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

The 2020 amount primarily includes (i) direct acquisition and disposition costs of $76.1 million, primarily related to costs incurred in connection with the Sunrise Acquisition and the formation of the VMO2 JV, (ii) restructuring charges of $47.5 million, including $34.9 million of employee severance and termination costs related to certain reorganization activities, primarily in Switzerland, the U.K.

and Central and Other, (iii) a $42.0 million gain in Belgium associated with the disposal of certain content assets and liabilities and (iv) impairment charges of $13.2 million, primarily in Belgium and the U.K.

If, among other factors, (i) our equity values were to decline or (ii) the adverse impacts of economic, competitive, regulatory or other factors were to cause our results of operations or cash flows to be worse than anticipated, we could conclude in future periods that impairment charges are required in order to reduce the carrying values of our goodwill and, to a lesser extent, other long-lived assets.

Any such impairment charges could be significant.

For additional information regarding our impairments, see Critical Accounting Policies, Judgments and Estimates — Impairment of Property and Equipment and Intangible Assets below.

For additional information regarding our impairments, see Critical Accounting Policies, Judgments and Estimates — Impairment of Goodwill below.

Interest expense

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Excluding the effects of FX, interest expense decreased $220.4 million or 25.0% during 2022, as compared to 2021.

This decrease is primarily attributable to (i) the impact of the U.K.

JV Transaction and (ii) borrowings used to fund the Sunrise Acquisition, the net effect of which resulted in a lower average outstanding debt balance and a lower weighted average interest rate.

This decrease is primarily attributable to a lower average outstanding debt balance, largely due to the impact of the U.K.

JV Transaction.

For additional information regarding our outstanding indebtedness, see note 11 to our consolidated financial statements.

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Cross-currency and interest rate derivative contracts (a) $ 1,185.5 $ 578.9

Foreign currency forward and option contracts 28.3 (31.8)

Equity-related derivative instruments:

ITV Collar (11.8) 364.2

Other (21.4) 85.6

Total equity-related derivative instruments (b) (21.4) 73.8

Foreign currency forward and option contracts (31.8) (81.1)

Other (0.7) 2.0

Total $ 1,191.7 $ 622.9

_______________

(a) The gain during 2021 is attributable to net gains associated with changes in (i) certain market interest rates and (ii) the relative value of certain currencies.

In addition, the gain during 2021 includes a net loss of $10.7 million resulting from changes in our credit risk valuation adjustments.

The loss during 2020 is attributable to net losses associated with changes in (a) the relative value of certain currencies and (b) certain market interest rates.

In addition, the loss during 2020 includes a net gain of $336.0 million resulting from changes in our credit risk valuation adjustments.

(a) The gains during 2022 and 2021 are attributable to net gains associated with changes in (i) certain market interest rates and (ii) the relative value of certain currencies.

In addition, the gains during 2022 and 2021 include net losses of $16.6 million and $10.7 million, respectively, resulting from changes in our credit risk valuation adjustments.

(b) For information concerning the factors that impact the valuations of our equity-related derivative instruments, see note 8 to our consolidated financial statements.

For additional information concerning our derivative instruments, see notes 8 and 9 to our consolidated financial statements and Quantitative and Qualitative Disclosures about Market Risk below.

For additional information concerning our derivative instruments, see note 8 to our consolidated financial statements and Quantitative and Qualitative Disclosures about Market Risk below.

Foreign currency transaction gains (losses), net

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Unrealized foreign currency transaction gains or losses are computed based on period-end exchange rates and are non-cash in nature until such time as the amounts are settled.

The details of our foreign currency transaction gain (losses), net, are as follows:

The details of our foreign currency transaction gains (losses), net, are as follows:

Year ended December 31,

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(476.7) (399.1)

dollar denominated debt issued by British pound sterling functional currency entities

Cash and restricted cash denominated in a currency other than the entity’s functional currency 80.9 (101.1)

dollar denominated debt issued by British pound sterling functional currency entities — 246.2

Euro denominated debt issued by British pound sterling functional currency entities — (24.1)

British pound sterling denominated debt issued by a U.S.

dollar functional currency entity

Other (3.7) 6.9

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

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

Our realized and unrealized gains or losses due to changes in fair values of certain investments and debt include unrealized gains or losses associated with changes in fair values that are non-cash in nature until such time as these gains or losses are realized through cash transactions.

Realized and unrealized gains (losses) due to changes in fair values of certain investments, net

Our realized and unrealized gains or losses due to changes in fair values of certain investments include unrealized gains or losses associated with changes in fair values that are non-cash in nature until such time as these gains or losses are realized through cash transactions.

For additional information regarding our investments, fair value measurements and debt, see notes 7, 9 and 11, respectively, to our consolidated financial statements.

The details of our realized and unrealized gains due to changes in fair values of certain investments and debt, net, are as follows:

The details of our realized and unrealized gains (losses) due to changes in fair values of certain investments, net, are as follows:

Year ended December 31,

Univision $ 301.6 $ —

Lacework 223.9 1.1

Plume 133.9 29.6

Skillz (100.4) 238.0

Aviatrix 65.4 —

Lionsgate 33.9 4.0

EdgeConneX 28.9 33.1

ITV 15.3 (217.1)

Other, net (a) 32.5 (52.9)

Total investments 735.0 35.8

$ (233.9) $ 15.3

(49.1) (10.1)

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

Losses on debt extinguishment, net

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

(34.7) (100.4)

Televisa Univision

Other, net (b) (26.3) 42.6

Total $ (302.1) $ 735.0

_______________

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

(b) Includes gains of $15.7 million and $12.9 million, respectively, related to investments that were sold during the year.

Gains (losses) on debt extinguishment, net

We recognized net gains (losses) on debt extinguishment of $2.8 million and ($90.6 million) during 2022 and 2021, respectively.

The gain during 2022 is attributable to (i) a net gain associated with settlement discounts of $9.8 million, (ii) the write-off of $5.5 million of unamortized deferred financing costs and discounts and (iii) the payment of $1.5 million of third-party costs.

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

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

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

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

Share of results of affiliates, net

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Year ended December 31,

VMO2 JV (a) $ (97.2) $ —

$ (1,396.6) $ (97.2)

VodafoneZiggo JV (b)

All3Media (17.4) (27.9)

Atlas Edge JV (5.8) —

Formula E (2.5) (8.4)

(34.2) (17.2)

(10.0) (17.4)

Other 10.5 (2.6)

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_______________

(a) Represents our 50% share of the results of operations of the VMO2 JV beginning June 1, 2021 and includes 100% of the share-based compensation expense associated with Liberty Global awards held by VMO2 JV employees who were formerly employees of Liberty Global, as these awards remain our responsibility.

The summarized results of operations of the VMO2 JV for the period June 1, 2021 through December 31, 2021 are set forth below (in millions):

(a) Represents (i) our 50% share of the results of operations of the VMO2 JV and (ii) 100% of the share-based compensation expense associated with Liberty Global awards granted to VMO2 JV employees who were formerly employees of Liberty Global prior to the VMO2 JV formation, as these awards remain our responsibility.

The summarized results of operations of the VMO2 JV are set forth below:

Year ended December 31,

2022 2021 (1)

Revenue $ 12,857.2 $ 8,522.9

Adjusted EBITDA

Operating income (1) $ 74.8

Non-operating expense (2) $ (311.5)

$ 4,562.2 $ 2,716.6

Operating income (expense) (2) $ (3,461.5) $ 74.8

Non-operating income (expense) (3) $ 448.7 $ (426.4)

Net loss $ (3,042.0) $ (173.2)

_______________

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

(2) Includes interest expense of $568.6 million.

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

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

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

(3) Includes interest expense of $1,016.2 million and $568.6 million, respectively.

The 2022 amount includes a charge of £3.1 billion ($3.6 billion at the applicable rate) related to the VMO2 JV’s goodwill impairment, as described in note 7 to our consolidated financial statements.

The VMO2 JV was formed on June 1, 2021.

As a result, the reported amounts for 2021 are based on results for the period beginning June 1, 2021.

The change in the VMO2 JV’s revenue during 2022, as compared to 2021, is primarily due to the net effect of (i) an increase in mobile subscription revenue and (ii) a decrease in B2B revenue, with each revenue category as defined and reported by the VMO2 JV.

The change in the VMO2 JV’s Adjusted EBITDA during 2022, as compared to 2021, is primarily due to the net effect of (a) the realization of synergies and cost efficiencies and (b) higher energy costs.

In addition, the reported revenue and Adjusted EBITDA amounts are impacted by FX.

(b) Represents (i) our 50% share of the results of operations of the VodafoneZiggo JV and (ii) interest income of $53.8 million and $56.5 million, respectively, representing 100% of the interest earned on the VodafoneZiggo JV Receivables.

The summarized results of operations of the VodafoneZiggo JV are set forth below:

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Adjusted EBITDA

$ 2,018.0 $ 2,265.6

Operating income (1) $ 394.1 $ 351.2

Non-operating expense (2) $ (442.1) $ (570.9)

Net loss $ (163.1) $ (448.7)

Non-operating income (expense) (2) $ 214.2 $ (442.1)

Net earnings (loss) $ 394.7 $ (163.1)

_______________

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

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

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

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

The decrease in the VodafoneZiggo JV’s Adjusted EBITDA during 2022, as compared to 2021, is primarily due to inflation-related increases in energy and staff costs.

In addition, the reported revenue and Adjusted EBITDA amounts are impacted by FX.

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

Gain on Telenet Tower Sale

In connection with the Telenet Tower Sale, we recognized a pre-tax gain during 2022 of $700.5 million.

For additional information, see note 6 to our consolidated financial statements.

JV Transaction

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For additional information, see note 6 to our consolidated financial statements.

Gain on Atlas Edge JV Transactions

In connection with the Atlas Edge JV Transactions, we recognized a pre-tax gain during 2021 of $227.5 million, net of the recognition of a cumulative foreign currency translation loss of $1.8 million.

Gain on AtlasEdge JV Transactions

In connection with the AtlasEdge JV Transactions, we recognized a pre-tax gain during 2021 of $227.5 million, net of the recognition of a cumulative foreign currency translation loss of $1.8 million.

For additional information, see note 6 to our consolidated financial statements.

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We recognized other income, net, of $134.4 million and $44.9 million during 2022 and 2021, respectively.

These amounts include (i) credits related to the non-service components of our net periodic pension costs of $38.9 million and $16.7 million, respectively, (ii) interest and dividend income of $13.9 million and $57.1 million, respectively, and (iii) during 2020, a $15.3 million gain related to certain assets that were contributed to a joint venture.

These amounts include (i) interest and dividend income of $76.6 million and $13.9 million, respectively, and (ii) credits related to the non-service component of our net periodic pension costs of $33.9 million and $38.9 million, respectively.

Income tax benefit (expense)

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

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

The income tax expense during 2022 differs from the expected income tax expense of $270.6 million (based on the U.K.

statutory income tax rate of 19.0%), primarily due to the net negative impact of (i) statutory rates in certain jurisdictions in which we operate that differ from the U.K.

statutory income tax rate, (ii) certain permanent differences between the financial and tax accounting treatment of interest and other expenses and (iii) certain permanent differences between the financial and tax accounting treatment of items associated with investments in subsidiaries and affiliates.

The negative impact of these items was partially offset by the net positive impact of non-deductible or non-taxable foreign currency exchange results.

The income tax expense during 2021 differs from the expected income tax expense of $2,660.2 million (based on the U.K.

statutory income tax rate of 19.0%), primarily due to the positive impact of the non-taxable gain associated with the U.K.

JV Transaction.

The income tax benefit during 2020 differs from the expected income tax benefit of $342.2 million (based on the U.K.

statutory income tax rate of 19.0%), primarily due to the net negative impact of (i) non-deductible or non-taxable foreign currency exchange results and (ii) certain permanent differences between the financial and tax accounting treatment of items associated with investments in subsidiaries.

The negative impact of these items was partially offset by the net positive impact of (a) the recognition of previously unrecognized tax benefits, (b) an increase in deferred tax assets in the U.K.

due to an enacted change in tax law and (c) tax benefits associated with technology innovation incentives.

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

Earnings (loss) from continuing operations

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

During 2022 and 2021, we reported earnings from continuing operations of $1,105.3 million and $13,527.5 million, respectively, consisting of (i) operating income of $146.8 million and $1,320.3 million, respectively, (ii) net non-operating income of $1,277.4 million and $12,680.5 million, respectively, and (iii) income tax expense of $318.9 million and $473.3 million, respectively.

Gains or losses associated with (i) changes in the fair values of derivative instruments, (ii) movements in foreign currency exchange rates and (iii) the disposition of assets and changes in ownership are subject to a high degree of volatility and, as such, any gains from these sources do not represent a reliable source of income.

In the absence of significant gains in the future from these sources or from other non-operating items, our ability to achieve earnings is largely dependent on our ability to increase our aggregate operating income to a level that more than offsets the aggregate amount of our (a) interest expense, (b) other non-operating expenses and (c) income tax expense.

Due largely to the fact that we seek to maintain our debt at levels that provide for attractive equity returns, as discussed under Material Changes in Financial Condition — Capitalization below, we expect that we will continue to report significant levels of interest expense for the foreseeable future.

Due largely to the fact that we seek to maintain our debt at levels that provide for attractive equity returns, as discussed under Material Changes in Financial Condition — Capitalization below, we expect we will continue to report significant levels of interest expense for the foreseeable future.

For information concerning our expectations with respect to trends that may affect certain aspects of our operating results in future periods, see the discussion under Overview above.

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Earnings from discontinued operations, net of taxes

We reported earnings from discontinued operations, net of taxes, of $82.6 million and $58.4 million during 2021 and 2020, respectively, representing the results of UPC Poland.

We reported earnings from discontinued operations, net of taxes, of $34.6 million and $82.6 million during 2022 and 2021, respectively, related to the results of UPC Poland.

In addition, we recognized a gain on the sale of UPC Poland of $846.4 million during 2022, which includes a cumulative foreign currency translation gain of $10.9 million.

For additional information, see note 6 to our consolidated financial statements.

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Net earnings attributable to noncontrolling interests were $513.1 million and $183.3 million during 2022 and 2021, respectively, primarily attributable to the results of operations of Telenet.

2020 compared to 2019

For information regarding the discussion and analysis of our consolidated operating results during 2020, as compared to 2019, see Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations included in Part II of our 2020 10-K.

Liquidity and Capital Resources

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We are a holding company that is dependent on the capital resources of our subsidiaries to satisfy our liquidity requirements at the corporate level.

Each of our significant operating subsidiaries is separately financed within one of our three subsidiary “borrowing groups.” These borrowing groups include the respective restricted parent and subsidiary entities within UPC Holding, Telenet and VM Ireland.

Each of our significant operating subsidiaries is separately financed within one of our three subsidiary “borrowing groups”.

These borrowing groups include the respective restricted parent and subsidiary entities within UPC Holding, Telenet and VM Ireland.

Although our borrowing groups typically generate cash from operating activities, the terms of the instruments governing the indebtedness of these borrowing groups may restrict our ability to access the liquidity of these subsidiaries.

In addition, our ability to access the liquidity of these and other subsidiaries may be limited by tax and legal considerations, the presence of noncontrolling interests and other factors.

Cash and cash equivalents

Cash, Cash Equivalents and SMAs

The details of the U.S.

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

dollar equivalent balances of our consolidated cash and cash equivalents and investments held under SMAs at December 31, 2022 are set forth in the following table (in millions):

Cash and cash equivalents held by:

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Borrowing groups (c):

Telenet 158.8

UPC Holding 19.3

Total borrowing groups 1,143.9

Total cash and cash equivalents

Total cash and cash equivalents (d) 1,726.2

Investments held under SMAs (e)

Total cash and cash equivalents and investments held under SMAs

_______________

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

dollars, respectively.

(e) The balance of our investments held under SMAs was denominated entirely in U.S.

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

Liquidity of Liberty Global and its Unrestricted Subsidiaries

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For information regarding certain limitations imposed by our subsidiaries’ debt instruments at December 31, 2022, see note 11 to our consolidated financial statements.

Our short-term sources of corporate liquidity include (i) cash and cash equivalents held by Liberty Global and, subject to certain tax and legal considerations, Liberty Global’s unrestricted subsidiaries, (ii) investments held under SMAs, (iii) interest and dividend income received on our and, subject to certain tax and legal considerations, our unrestricted subsidiaries’ cash and cash equivalents and investments, including dividends received from the VodafoneZiggo JV or the VMO2 JV, (iv) cash received with respect to transitional and other services provided to various third parties and (v) interest payments received with respect to the VodafoneZiggo JV Receivables.

From time to time, Liberty Global and its unrestricted subsidiaries may also receive (i) proceeds in the form of distributions or loan repayments from Liberty Global’s borrowing groups or affiliates (including amounts from the VodafoneZiggo JV or the VMO2 JV) upon (a) the completion of recapitalizations, refinancings, asset sales or similar transactions by these entities or (b) the accumulation of excess cash from operations or other means, (ii) proceeds upon the disposition of investments and other assets of Liberty Global and its unrestricted subsidiaries, such as the pending sale of UPC Poland, and (iii) proceeds in connection with the incurrence of debt by Liberty Global or its unrestricted subsidiaries or the issuance of equity securities by Liberty Global, including equity securities issued to satisfy subsidiary obligations.

Our short-term sources of corporate liquidity include (i) cash and cash equivalents held by Liberty Global and, subject to certain tax and legal considerations, Liberty Global’s unrestricted subsidiaries, (ii) investments held under SMAs, (iii) interest and dividend income received on our and, subject to certain tax and legal considerations, our unrestricted subsidiaries’ cash and cash equivalents and investments, including dividend distributions received from the VMO2 JV or the VodafoneZiggo JV, (iv) cash received with respect to transitional and other services provided to various third parties and (v) interest payments received with respect to the VodafoneZiggo JV Receivables.

From time to time, Liberty Global and its unrestricted subsidiaries may also receive (i) proceeds in the form of dividend distributions or loan repayments from Liberty Global’s borrowing groups or affiliates (including amounts from the VMO2 JV or the VodafoneZiggo JV) upon (a) the completion of recapitalizations, refinancings, asset sales or similar transactions by these entities or (b) the accumulation of excess cash from operations or other means, (ii) proceeds upon the disposition of investments and other assets of Liberty Global and its unrestricted subsidiaries, such as the sale of UPC Poland, and (iii) proceeds in connection with the incurrence of debt by Liberty Global or its unrestricted subsidiaries or the issuance of equity securities by Liberty Global, including equity securities issued to satisfy subsidiary obligations.

No assurance can be given that any external funding would be available to Liberty Global or its unrestricted subsidiaries on favorable terms, or at all.

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Our ability to access the liquidity of our subsidiaries on a tax efficient basis is a consideration in assessing the extent of our share repurchase program.

In addition, the amount of cash we receive from our subsidiaries to satisfy U.S.

dollar-denominated liquidity requirements is impacted by fluctuations in exchange rates, particularly with regard to the translation of British pounds sterling and euros into U.S.

In addition, the amount of cash we receive from our subsidiaries and affiliates to satisfy U.S.

dollar-denominated liquidity requirements is impacted by fluctuations in exchange rates, particularly with regard to the translation of euros, British pound sterling and Swiss francs into U.S.

In this regard, the strengthening (weakening) of the U.S.

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dollar-denominated liquidity requirements.

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

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

In addition, our parent entity uses available liquidity to make interest and principal payments on notes payable to certain of our unrestricted subsidiaries (aggregate outstanding principal of $12.7 billion at December 31, 2022 with varying maturity dates).

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The liquidity of our borrowing groups generally is used to fund (i) property and equipment additions, (ii) debt service requirements and (iii) income tax payments, as well as to settle certain obligations that are not included on our December 31, 2022 consolidated balance sheet.

In this regard, we have significant commitments related to (a) programming, studio output and sports rights contracts, (b) certain operating costs associated with our networks and (c) purchase obligations associated with customer premises equipment and certain service-related commitments.

These obligations are expected to represent a significant liquidity requirement of our borrowing groups, the majority of which is due over the next 12 to 24 months.

In this regard, we have significant commitments related to (a) certain operating costs associated with our networks, (b) purchase obligations associated with CPE and certain service-related commitments and (c) programming studio output and sports rights contracts.

These obligations are expected to represent a significant liquidity requirement of our borrowing groups, a significant portion of which is due over the next 12 to 24 months.

For additional information regarding our commitments, see note 18 to our consolidated financial statements.

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No assurance can be given that we will be able to complete these refinancing transactions or otherwise extend our debt maturities.

In this regard, it is not possible to predict how political and economic conditions (including with respect to the COVID-19 pandemic), sovereign debt concerns or any adverse regulatory developments could impact the credit and equity markets we access and, accordingly, our future liquidity and financial position.

In this regard, it is not possible to predict how political and economic conditions, sovereign debt concerns or any adverse regulatory developments could impact the credit and equity markets we access and, accordingly, our future liquidity and financial position.

Our ability to access debt financing on favorable terms, or at all, could be adversely impacted by (i) the financial failure of any of our counterparties, which could (a) reduce amounts available under committed credit facilities and (b) adversely impact our ability to access cash deposited with any failed financial institution, and (ii) tightening of the credit markets.

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See related discussion under Quantitative and Qualitative Disclosures about Market Risk — Foreign Currency Risk below.

Consolidated Statements of Cash Flows — 2021 compared to 2020

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

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Net cash provided by operating activities $ 2,786.7 $ 3,364.0 $ (577.3)

Net cash used by investing activities (5,745.5) (8,817.2) 3,071.7

Net cash provided (used) by financing activities (1,512.6) 1,104.5 (2,617.1)

Net cash provided (used) by investing activities 1,296.6 (5,745.5) 7,042.1

Net cash used by financing activities (3,273.4) (1,512.6) (1,760.8)

Effect of exchange rate changes on cash and cash equivalents and restricted cash (27.7) (6.6) (21.1)

Net decrease in cash and cash equivalents and restricted cash $ (3,900.7) $ (3,554.9) $ (345.8)

Net increase (decrease) in cash and cash equivalents and restricted cash $ 782.2 $ (3,900.7) $ 4,682.9

Operating Activities.

The decrease in net cash provided by our operating activities is primarily attributable to the net effect of (i) a decrease in cash provided by our Adjusted EBITDA and related working capital items, including lower cash provided by receivables financing transactions, which decreased from $272.1 million in 2020 to $63.4 million in 2021, (ii) an increase in cash provided due to lower payments of interest, (iii) an increase in cash provided due to higher cash dividends received, primarily attributable to $214.8 million received from the VMO2 JV during 2021, of which $98.7 million was attributable to proceeds from securitization of certain handset receivables and various other transactions completed at the VMO2 JV, (iv) an increase due to FX, (v) an increase in cash provided due to lower payments for taxes and (vi) an increase in cash provided due to lower net cash receipts related to derivative instruments.

JV Transaction and (b) an increase in cash of $113.7 million (at the applicable rate) in connection with the sale of certain handset receivables in Switzerland, (ii) an increase in cash provided due to higher dividend distributions from the VMO2 JV, (iii) a decrease due to FX, (iv) an increase in cash provided due to lower payments of interest, including the impact of the U.K.

JV Transaction, (v) an increase in cash provided due to higher net cash receipts related to derivative instruments, and (vi) an increase in cash provided due to higher receipts of interest.

Consolidated Adjusted EBITDA is a non-GAAP measure, which investors should view as a supplement to, and not a substitute for, GAAP measures of performance included in our consolidated statements of operations.

Investing Activities.

The decrease in net cash used by our investing activities is primarily attributable to the net effect of (i) a decrease in cash used of $5,197.0 million associated with lower net cash paid for acquisitions, primarily related to the Sunrise Acquisition, (ii) an increase in cash used of $3,424.0 million associated with restricted cash contributed to the VMO2 JV in connection with the U.K.

JV Transaction, (iii) a decrease in cash used of $1,117.6 million associated with lower net cash paid for investments, primarily related to our investments held under SMAs, (iv) a decrease in cash used of $144.5 million associated with cash received in connection with the Atlas Edge JV Transactions and (v) an increase in cash used of $115.2 million due to higher capital expenditures.

Capital expenditures increased from $1,292.8 million during 2020 to $1,408.0 million during 2021 due to the net effect of (a) a decrease due to the impact of the U.K.

JV Transaction, (b) an increase due to the impact of the Sunrise Acquisition, (c) an increase in our net local currency capital expenditures and related working capital movements, including the impact of lower capital-related vendor financing, and (d) an increase due to FX.

The change in net cash provided (used) by our investing activities is primarily attributable to (i) an increase in cash of $3,424.0 million associated with restricted cash contributed to the VMO2 JV in connection with the U.K.

JV Transaction during the first six months of 2021, (ii) an increase in cash of $1,553.3 million in connection with the sale of UPC Poland, (iii) an increase in cash of $870.5 million associated with lower net cash paid for investments, primarily related to our investments held under SMAs, (iv) an increase in cash of $779.9 million in connection with the Telenet Tower Sale and (v) an increase in cash of $477.9 million due to higher dividend distributions received from the VMO2 JV.

Capital expenditures decreased from $1,408.0 million during 2021 to $1,303.2 million during 2022 due to the net effect of (a) a decrease due to the impact of the U.K.

JV Transaction, (b) a decrease due to FX and (c) an increase in our net local currency capital expenditures and related working capital movements, including the impact of lower capital-related vendor financing.

The capital expenditures we report in our consolidated statements of cash flows do not include amounts that are financed under capital-related vendor financing or finance lease arrangements.

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Changes in current liabilities related to capital expenditures

(68.7) (57.8)

Capital expenditures, net $ 1,303.2 $ 1,408.0

The decrease in our property and equipment additions during 2022, as compared to 2021, is primarily due to the net effect of (i) a decrease due to the impact of the U.K.

JV Transaction, (ii) an increase due to the impact of the Sunrise Acquisition, (iii) an increase in local currency expenditures of our subsidiaries due to the net effect of (a) an increase in baseline expenditures, (b) a decrease in expenditures for new build and upgrade projects, (c) an increase in expenditures to support new customer products and operational efficiency initiatives and (iv) an increase due to FX.

JV Transaction, (ii) a decrease due to FX, (iii) an increase in local currency expenditures of our subsidiaries due to the net effect of (a) an increase in expenditures for the purchase and installation of CPE, (b) an increase in expenditures for new build and upgrade projects, (c) a decrease in baseline expenditures, including network improvements and expenditures for property and facilities and information technology systems, and (d) a decrease expenditures to support new customer products and operational efficiency initiatives.

During 2022 and 2021, our property and equipment additions represented 22.1% and 21.0% of revenue, respectively.

We expect our 2022 property and equipment additions to remain relatively stable as compared to our 2021 property and equipment additions (excluding the 2021 property and equipment additions of the U.K.

JV Entities).

We expect our 2023 property and equipment additions to remain relatively stable as compared to our 2022 property and equipment additions.

The actual amount of our 2023 property and equipment additions may vary from our expectations for a variety of reasons, including (i) changes in (a) the competitive or regulatory environment, (b) business plans, (c) our expected future operating results or (d) foreign currency exchange rates and (ii) the availability of sufficient capital.

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Financing Activities.

The change in net cash provided (used) by our financing activities is primarily attributable to the net effect of (i) a decrease in cash of $3,499.0 million due to lower net borrowings of debt, (ii) an increase in cash of $1,125.2 million due to lower net repayments of vendor financing, (iii) a decrease in cash of $508.1 million due to higher repurchases of Liberty Global ordinary shares and (iv) an increase in cash of $266.7 million due to lower payments for financing costs and debt premiums.

Consolidated Statements of Cash Flows — 2020 compared to 2019

For information regarding the consolidated statements of cash flows of our continuing operations for 2020, as compared to 2019, see Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations included in Part II of our 2020 10-K.

The increase in net cash used by our financing activities is primarily attributable to the net effect of (i) an increase in cash used of $1,825.9 million due to higher net repayments of debt, (ii) a decrease in cash used of $287.3 million due to lower net repayments of vendor financing, including the impact of the U.K.

JV Transaction, (iii) an increase in cash used of $193.6 million due to higher net payments related to derivatives and (iv) an increase in cash used of $123.0 million due to higher repurchases of Liberty Global ordinary shares.

Adjusted Free Cash Flow

We define adjusted free cash flow as net cash provided by the operating activities of our continuing operations, plus operating-related vendor financed expenses (which represents an increase in the period to our actual cash available as a result of extending vendor payment terms beyond normal payment terms, which are typically 90 days or less, through non-cash financing activities), less (i) cash payments in the period for capital expenditures, (ii) principal payments on operating- and capital-related amounts financed by vendors and intermediaries (which represents a decrease in the period to our actual cash available as a result of paying amounts to vendors and intermediaries where we previously had extended vendor payments beyond the normal payment terms) and (iii) principal payments on finance leases (which represents a decrease in the period to our actual cash available), each as reported in our consolidated statements of cash flows with each item excluding any cash provided or used by our discontinued operations.

Prior to the fourth quarter of 2021, our definition of adjusted free cash flow excluded cash payments for third-party costs directly associated with successful and unsuccessful acquisitions and dispositions.

During the fourth quarter of 2021, we changed our definition of adjusted free cash flow to include these cash payments.

Cash paid for third-party costs directly associated with successful and unsuccessful acquisitions and dispositions was $80.5 million and $34.7 million during 2021 and 2020, respectively.

We believe our presentation of adjusted free cash flow, which is a non-GAAP measure, provides useful information to our investors because this measure can be used to gauge our ability to (a) service debt and (b) fund new investment opportunities after consideration of all actual cash payments related to our working capital activities and expenses that are capital in nature whether paid inside normal vendor payment terms or paid later outside normal vendor payment terms (in which case we typically pay in less than 365 days).

Net cash provided by the operating activities of our continuing operations includes cash paid for third-party costs directly associated with successful and unsuccessful acquisitions and dispositions of $36.2 million and $80.5 million during 2022 and 2021, respectively.

We believe our presentation of adjusted free cash flow, which is a non-GAAP measure, provides useful information to our investors because this measure can be used to gauge our ability to (i) service debt and (ii) fund new investment opportunities after consideration of all actual cash payments related to our working capital activities and expenses that are capital in nature whether paid inside normal vendor payment terms or paid later outside normal vendor payment terms (in which case we typically pay in less than 365 days).

Adjusted free cash flow should not be understood to represent our ability to fund discretionary amounts, as we have various mandatory and contractual obligations, including debt repayments, that are not deducted to arrive at these amounts.

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When we pay the financing intermediary, we record financing cash outflows in our consolidated statements of cash flows.

For purposes of our adjusted free cash flow definition, we (i) add in the constructive financing cash inflow when the intermediary settles the liability with the vendor as our actual net cash available at that time is not affected and (ii) subsequently deduct the related financing cash outflows when we actually pay the financing intermediary, reflecting the actual reduction to our cash available to service debt or fund new investment opportunities.

For purposes of our adjusted free cash flow definition, we (i) add in the constructive financing cash inflow when the intermediary settles the liability with the vendor as our actual net cash available at that time is not affected and (ii) subsequently deduct the related financing cash outflow when we actually pay the financing intermediary, reflecting the actual reduction to our cash available to service debt or fund new investment opportunities.

Critical Accounting Policies, Judgments and Estimates

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We believe the following accounting policies are critical in the preparation of our consolidated financial statements because of the judgment necessary to account for these matters and the significant estimates involved, which are susceptible to change:

• Impairment of property and equipment and intangible assets (including goodwill);

• Costs associated with construction and installation activities;

• Impairment of goodwill;

• Costs associated with the capitalization of property and equipment;

• Fair value measurements;

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For additional information concerning our significant accounting policies, see note 3 to our consolidated financial statements.

Impairment of Property and Equipment and Intangible Assets

Impairment of Goodwill

Carrying Value.

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

When circumstances warrant, we review the carrying amounts of our property and equipment and our intangible assets (other than goodwill and other indefinite-lived intangible assets) to determine whether such carrying amounts continue to be recoverable.

Such changes in circumstance may include (i) an expectation of a sale or disposal of a long-lived asset or asset group, (ii) adverse changes in market or competitive conditions, (iii) an adverse change in legal factors or business climate in the markets in which we operate and (iv) operating or cash flow losses.

For purposes of impairment testing, long-lived assets are grouped at the lowest level for which cash flows are largely independent of other assets and liabilities, generally at or below the reporting unit level (see below).

If the carrying amount of the asset or asset group is greater than the expected undiscounted cash flows to be generated by such asset or asset group, an impairment adjustment is recognized.

Such adjustment is measured by the amount that the carrying value of such asset or asset group exceeds its fair value.

We generally measure fair value by considering (a) sale prices for similar assets, (b) discounted estimated future cash flows using an appropriate discount rate and/or (c) estimated replacement cost.

Assets to be disposed of are recorded at the lower of their carrying amount or fair value less costs to sell.

We evaluate goodwill and other indefinite-lived intangible assets for impairment at least annually on October 1 and whenever facts and circumstances indicate that their carrying amounts may not be recoverable.

For impairment evaluations with respect to both goodwill and other indefinite-lived intangibles, we first make a qualitative assessment to determine if the goodwill or other indefinite-lived intangible may be impaired.

In the case of goodwill, if it is more-likely-than-not that a reporting unit’s fair value is less than its carrying value, we then compare the fair value of the reporting unit to its respective carrying amount.

The aggregate carrying value of our goodwill comprised 21.7% of our total assets at December 31, 2022.

We evaluate goodwill for impairment at least annually on October 1 and whenever facts and circumstances indicate that a reporting unit’s carrying amount may not be recoverable.

For impairment evaluations, we first make a qualitative assessment to determine if the goodwill may be impaired.

If it is more-likely-than-not that a reporting unit’s fair value is less than its carrying value, we then compare the fair value of the reporting unit to its respective carrying amount.

Any excess of the carrying amount over the fair value would be charged to operations as an impairment loss.

A reporting unit is an operating segment or one level below an operating segment (referred to as a “component”).

With respect to other indefinite-lived intangible assets, if it is more-likely-than-not that the fair value of an indefinite-lived intangible asset is less than its carrying value, we then estimate its fair value and any excess of the carrying value over the fair value is also charged to operations as an impairment loss.

When required, considerable management judgment is necessary to estimate the fair value of reporting units and underlying long-lived and indefinite-lived assets.

When required, considerable management judgment is necessary to estimate the fair value of reporting units.

The equity of one of our reporting units, Telenet, is publicly traded in an active market.

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The development of these cash flows, and the discount rate applied to the cash flows, is subject to inherent uncertainties, and actual results could vary significantly from such estimates.

Our determination of the discount rate is based on a weighted average cost

of capital approach, which uses a market participant’s cost of equity and after-tax cost of debt and reflects the risks inherent in the cash flows.

Our determination of the discount rate is based on a weighted average cost of capital approach, which uses a market participant’s cost of equity and after-tax cost of debt and reflects the risks inherent in the cash flows.

Based on the results of our 2022 qualitative assessment of our reporting unit carrying values, we determined that it was more-likely-than-not that fair value exceeded carrying value for all of our reporting units.

During the three years ended December 31, 2021, we did not record any significant impairment charges with respect to our property and equipment and intangible assets.

For additional information regarding our long-lived assets, see note 10 to our consolidated financial statements.

During the three years ended December 31, 2022, we did not record any significant impairment charges with respect to our goodwill.

For additional information regarding our goodwill, see note 10 to our consolidated financial statements.

Any such impairment charges could be significant.

Costs Associated with Construction and Installation Activities

We capitalize costs associated with the construction of new fixed and mobile transmission and distribution facilities and the installation of new fixed-line services.

Installation activities that are capitalized include (i) the initial connection (or drop) from our fixed-line system to a customer location, (ii) the replacement of a drop and (iii) the installation of equipment for additional services, such as broadband internet or fixed-line services.

Costs Associated with the Capitalization of Property and Equipment

We capitalize costs associated with the construction of new, or upgrades to existing, fixed and mobile transmission and distribution facilities, the installation of new fixed-line services and the development of internal-use software.

The costs of other customer-facing activities, such as reconnecting customer locations where a drop already exists, disconnecting customer locations and repairing or maintaining drops, are expensed as incurred.

The nature and amount of labor and other costs to be capitalized with respect to construction and installation activities involves significant judgment.

We capitalize internal and external costs directly associated with the development of internal-use software.

We make judgments regarding the construction, upgrade and installation activities to be capitalized and the development of internal-use software.

In addition to direct external and internal labor and materials, we also capitalize other costs directly attributable to our construction and installation activities, including dispatch costs, quality-control costs, vehicle-related costs and certain warehouse-related costs.

The capitalization of these costs is based on time sheets, time studies, standard costs, call tracking systems and other verifiable means that directly link the costs incurred with the applicable capitalizable activity.

We continuously monitor the appropriateness of our capitalization policies and update the policies when necessary to respond to changes in facts and circumstances, such as the development of new products and services and changes in the manner that installations or construction activities are performed.

The capitalization of these costs is based on time sheets, standard costs, call tracking systems and other verifiable means that directly link the costs incurred with the applicable capitalizable activity.

Fair Value Measurements

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Our estimates of fair value are based upon assumptions we believe to be reasonable, but which are inherently uncertain.

A significant portion of our long-lived assets were initially recorded through the application of acquisition accounting and all of our long-lived assets are subject to impairment assessments.

A significant portion of our long-lived assets were initially recorded through the application of

acquisition accounting and all of our long-lived assets are subject to impairment assessments.

For additional information, see note 9 to our consolidated financial statements.

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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 7. Management’s Discussion and Analysis