29 unchanged sentences
In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
−Removed: We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2021 and 2020, the related consolidated statements of operations, comprehensive earnings, equity, and cash flows for each of the years in the three-year period ended December 31, 2021, and the related notes and financial statement schedules I and II (collectively, the consolidated financial statements), and our report dated February 17, 2022 expressed an unqualified opinion on those consolidated financial statements.
+Added: We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2022 and 2021, the related consolidated statements of operations, comprehensive earnings (loss), equity, and cash flows for each of the years in the three-year period ended December 31, 2022, and the related notes and financial statement schedules I to II (collectively, the consolidated financial statements), and our report dated February 22, 2023 expressed an unqualified opinion on those consolidated financial statements.
Basis for Opinion
21 unchanged sentences
Opinion on the Consolidated Financial Statements
−Removed: We have audited the accompanying consolidated balance sheets of Liberty Global plc and subsidiaries (the Company) as of December 31, 2021 and 2020, the related consolidated statements of operations, comprehensive earnings, equity, and cash flows for each of the years in the three-year period ended December 31, 2021, and the related notes and financial statement schedules I to II (collectively, the consolidated financial statements).
+Added: We have audited the accompanying consolidated balance sheets of Liberty Global plc and subsidiaries (the Company) as of December 31, 2022 and 2021, the related consolidated statements of operations, comprehensive earnings (loss), equity, and cash flows for each of the years in the three-year period ended December 31, 2022, and the related notes and financial statement schedules I to II (collectively, the consolidated financial statements).
In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2022, in conformity with U.S.
12 unchanged sentences
We believe that our audits provide a reasonable basis for our opinion.
−Removed: Critical Audit Matters
−Removed: The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that:
−Removed: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.
−Removed: The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
+Added: Critical Audit Matter
+Added: The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that:
+Added: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.
+Added: The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Capitalization of external costs
9 unchanged sentences
We selected a sample of capitalized external costs in the current year and independently assessed the Company’s determination that such costs qualify for capitalization by investigating the nature of the costs based on underlying third-party documentation such as project documentation, vendor contracts and invoices.
−Removed: Fair value measurement of the initial investment in the VMO2 JV
−Removed: As discussed in Notes 6 and 9 to the consolidated financial statements, the Company acquired a 50% interest in a joint venture with Telefónica SA (the VMO2 JV) on June 1, 2021 in exchange for its contribution of Virgin Media Inc.’s United Kingdom operations and certain other of the Company’s subsidiaries.
−Removed: The Company estimated the fair value of the VMO2 JV using a discounted cash flow analysis, and based on the estimated fair value, the Company recorded its initial equity method investment of $14,670.8 million for the VMO2 JV.
−Removed: We identified the evaluation of the fair value measurement of the initial investment in the VMO2 JV as a critical audit matter.
−Removed: Evaluating the projected revenue growth rates, EBITDA margins, discount rate, and terminal growth rate used to estimate the fair value of the initial investment in the VMO2 JV required a higher degree of auditor judgment due to the subjective nature of the assumptions.
−Removed: Additionally, addressing the matter required specialized skills and knowledge.
−Removed: The following are the primary procedures we performed to address this critical audit matter.
−Removed: We performed sensitivity analyses to assess the impact of possible changes to certain assumptions on the fair value measurement.
−Removed: We evaluated the design and tested the operating effectiveness of certain internal controls over the Company’s fair value measurement process related to the valuation of the initial investment in the VMO2 JV, including controls related to the development of the above assumptions.
−Removed: We evaluated the projected revenue growth rates used by the Company by comparing them to historical average growth rates, and publicly available industry and market data.
−Removed: We assessed the projected EBITDA margins by comparing them to historical EBITDA margins and publicly available industry and market data.
−Removed: We involved valuation professionals with specialized skills and knowledge, who assisted in:
−Removed: • evaluating the discount rate by comparing it to an independently developed range using publicly available market data for comparable entities
−Removed: • evaluating the terminal growth rate by comparing it to publicly available market data
−Removed: • evaluating the fair value of the initial investment derived from the assumptions above by comparing the implied market multiple from the Company’s fair value estimates to the observed range of market multiples derived from comparable entities.
We have served as the Company’s auditor since 2004.
8 unchanged sentences
2,621.6 2,269.6
+Added: Derivative instruments (note 8)
Current assets of discontinued operations (note 6)
9 unchanged sentences
2,342.4 2,342.5
−Removed: Assets held for sale (note 6)
Other assets, net (notes 4, 8, 12 and 13)
9 unchanged sentences
Current portion of debt and finance lease obligations (notes 11 and 12)
−Removed: 850.3 1,086.1
Accrued capital expenditures 244.0 257.7
7 unchanged sentences
12,963.5 13,974.8
−Removed: Liabilities associated with assets held for sale (note 6)
−Removed: Long-term operating lease liabilities 1,226.1 1,255.4
+Added: Long-term operating lease liabilities (notes 6 and 12)
+Added: 1,645.9 1,226.1
Other long-term liabilities (notes 4, 8, 13 and 16)
44 unchanged sentences
Foreign currency transaction gains (losses), net 1,407.2 1,324.5 ( 1,409.3 )
−Removed: Realized and unrealized gains due to changes in fair values of certain investments and debt, net (notes 7, 9 and 11)
+Added: Realized and unrealized gains (losses) due to changes in fair values of certain investments, net (notes 7 and 9)
( 302.1 ) 735.0 45.2
−Removed: Losses on debt extinguishment, net (note 11)
+Added: Gains (losses) on debt extinguishment, net (note 11)
2.8 ( 90.6 ) ( 233.2 )
1 unchanged sentence
( 1,267.8 ) ( 175.4 ) ( 245.3 )
+Added: Gain on Telenet Tower Sale (note 6)
JV Transaction (note 6)
−Removed: Gain on Atlas Edge JV Transactions (note 6)
+Added: Gain on AtlasEdge JV Transactions (note 6)
Other income, net 134.4 44.9 76.2
1,277.4 12,680.5 ( 3,831.9 )
−Removed: 12,680.5 ( 3,831.9 ) ( 1,901.8 )
Earnings (loss) from continuing operations before income taxes 1,424.2 14,000.8 ( 1,801.0 )
9 unchanged sentences
Net earnings (loss) attributable to Liberty Global shareholders
+Added: $ 1,473.2 $ 13,426.8 $ ( 1,628.0 )
Basic earnings (loss) attributable to Liberty Global shareholders per share (note 3):
10 unchanged sentences
LIBERTY GLOBAL PLC
−Removed: CONSOLIDATED STATEMENTS OF COMPREHENSIVE EARNINGS
+Added: CONSOLIDATED STATEMENTS OF COMPREHENSIVE EARNINGS (LOSS)
Year ended December 31,
1 unchanged sentence
Net earnings (loss) $ 1,986.3 $ 13,610.1 $ ( 1,466.7 )
−Removed: Other comprehensive earnings, net of taxes (note 17):
+Added: Other comprehensive earnings (loss), net of taxes (note 17):
Continuing operations:
3 unchanged sentences
Pension-related adjustments and other ( 113.2 ) 80.7 ( 17.2 )
−Removed: Other comprehensive earnings from continuing operations 260.2 2,567.5 430.6
+Added: Other comprehensive earnings (loss) from continuing operations ( 3,332.2 ) 260.2 2,567.5
Other comprehensive earnings (loss) from discontinued operations (note 6)
( 44.4 ) ( 59.9 ) 13.5
−Removed: Other comprehensive earnings 200.3 2,581.0 482.1
−Removed: Comprehensive earnings 13,810.4 1,114.3 12,120.3
+Added: Other comprehensive earnings (loss) ( 3,376.6 ) 200.3 2,581.0
+Added: Comprehensive earnings (loss) ( 1,390.3 ) 13,810.4 1,114.3
Comprehensive earnings attributable to noncontrolling interests ( 515.3 ) ( 184.5 ) ( 161.9 )
−Removed: Comprehensive earnings attributable to Liberty Global shareholders $ 13,625.9 $ 952.4 $ 12,002.3
+Added: Comprehensive earnings (loss) attributable to Liberty Global shareholders
+Added: $ ( 1,905.6 ) $ 13,625.9 $ 952.4
The accompanying notes are an integral part of these consolidated financial statements.
5 unchanged sentences
capital Accumulated
−Removed: earnings (deficit) Accumulated
+Added: earnings Accumulated
comprehensive
2 unchanged sentences
Class A Class B Class C
−Removed: Balance at January 1, 2019
+Added: Balance at January 1, 2020, before effect of accounting change
$ 1.8 $ 0.1 $ 4.4 $ 6,136.9 $ 6,350.4 $ 1,112.7 $ ( 0.1 ) $ 13,606.2 $ ( 407.6 ) $ 13,198.6
−Removed: Net earnings — — — — 11,521.4 — — 11,521.4 116.8 11,638.2
+Added: Impact of ASU No.
+Added: 2016-13 (note 2)
+Added: — — — — ( 30.3 ) — — ( 30.3 ) 0.2 ( 30.1 )
+Added: Balance at January 1, 2020 as adjusted for accounting change
+Added: 1.8 0.1 4.4 6,136.9 6,320.1 1,112.7 ( 0.1 ) 13,575.9 ( 407.4 ) 13,168.5
+Added: Net loss — — — — ( 1,628.0 ) — — ( 1,628.0 ) 161.3 ( 1,466.7 )
Other comprehensive earnings, net of taxes (note 17)
4 unchanged sentences
— — — 261.7 — — — 261.7 — 261.7
+Added: Dividend distributions by subsidiaries to noncontrolling interest owners (note 14)
+Added: — — — — — — — — ( 139.2 ) ( 139.2 )
Repurchases by Telenet of its outstanding shares
+Added: — — — ( 45.3 ) — — — ( 45.3 ) 7.2 ( 38.1 )
Adjustments due to changes in subsidiaries’ equity and other, net — — — ( 9.8 ) — — — ( 9.8 ) 13.3 3.5
12 unchanged sentences
Class A Class B Class C
−Removed: Balance at January 1, 2020, before effect of accounting change
−Removed: $ 1.8 $ 0.1 $ 4.4 $ 6,136.9 $ 6,350.4 $ 1,112.7 $ ( 0.1 ) $ 13,606.2 $ ( 407.6 ) $ 13,198.6
−Removed: Impact of ASU No.
−Removed: 2016-13 (note 2)
−Removed: — — — — ( 30.3 ) — — ( 30.3 ) 0.2 ( 30.1 )
−Removed: Balance at January 1, 2020, as adjusted for accounting change
+Added: Balance at January 1, 2021
$ 1.8 $ 0.1 $ 3.9 $ 5,271.7 $ 4,692.1 $ 3,693.1 $ ( 0.1 ) $ 13,662.6 $ ( 364.2 ) $ 13,298.4
−Removed: Net loss — — — — ( 1,628.0 ) — — ( 1,628.0 ) 161.3 ( 1,466.7 )
+Added: Net earnings — — — — 13,426.8 — — 13,426.8 183.3 13,610.1
Other comprehensive earnings, net of taxes (note 17)
4 unchanged sentences
— — — 257.9 — — — 257.9 — 257.9
−Removed: Distributions by subsidiaries to noncontrolling interest owners (note 14)
+Added: Dividend distributions by subsidiaries to noncontrolling interest owners (note 14)
— — — — — — — — ( 141.8 ) ( 141.8 )
Repurchases by Telenet of its outstanding shares
+Added: — — — ( 16.9 ) — — — ( 16.9 ) 1.6 ( 15.3 )
Adjustments due to changes in subsidiaries’ equity and other, net — — — ( 39.1 ) 25.6 — — ( 13.5 ) ( 17.0 ) ( 30.5 )
16 unchanged sentences
Net earnings — — — — 1,473.2 — — 1,473.2 513.1 1,986.3
−Removed: Other comprehensive earnings, net of taxes (note 17)
+Added: Other comprehensive loss, net of taxes (note 17)
— — — — — ( 3,378.8 ) — ( 3,378.8 ) 2.2 ( 3,376.6 )
3 unchanged sentences
— — — 171.1 — — — 171.1 — 171.1
−Removed: Distributions by subsidiaries to noncontrolling interest owners
+Added: Dividend distributions by subsidiaries to noncontrolling interest owners
— — — — — — — — ( 66.3 ) ( 66.3 )
21 unchanged sentences
Foreign currency transaction losses (gains), net ( 1,407.2 ) ( 1,324.5 ) 1,409.3
−Removed: Realized and unrealized gains due to changes in fair values of certain investments and debt, net ( 735.0 ) ( 45.2 ) ( 72.0 )
−Removed: Losses on debt extinguishment, net 90.6 233.2 216.7
+Added: Realized and unrealized losses (gains) due to changes in fair values of certain investments, net 302.1 ( 735.0 ) ( 45.2 )
+Added: Losses (gains) on debt extinguishment, net ( 2.8 ) 90.6 233.2
Share of results of affiliates, net 1,267.8 175.4 245.3
Deferred income tax expense (benefit) 172.5 318.2 ( 262.9 )
+Added: Gain on Telenet Tower Sale
+Added: ( 700.5 ) — —
JV Transaction
−Removed: Gain on Atlas Edge JV Transactions ( 227.5 ) — —
+Added: — ( 10,873.8 ) —
+Added: Gain on AtlasEdge JV Transactions
+Added: — ( 227.5 ) —
Changes in operating assets and liabilities, net of the effects of acquisitions and dispositions:
1 unchanged sentence
Payables and accruals ( 755.9 ) ( 872.3 ) ( 830.7 )
−Removed: Dividends received from the VodafoneZiggo JV 311.7 249.5 162.7
−Removed: Dividends received from the VMO2 JV 214.8 — —
+Added: Dividend distributions received from the VMO2 JV
+Added: 454.6 214.8 —
+Added: Dividend distributions received from the VodafoneZiggo JV
+Added: 266.6 311.7 249.5
Net cash provided by operating activities of continuing operations 2,786.7 3,364.0 4,016.8
9 unchanged sentences
Cash received from the sale of investments 9,213.3 6,170.8 6,031.9
+Added: Cash received in connection with the sale of UPC Poland
+Added: Capital expenditures, net ( 1,303.2 ) ( 1,408.0 ) ( 1,292.8 )
+Added: Cash received in connection with the Telenet Tower Sale
+Added: Dividend distributions received from the VMO2 JV
+Added: Cash released from the Vodafone Escrow Accounts, net
+Added: 6.5 214.9 104.9
+Added: Cash received (paid) in connection with acquisitions, net of cash acquired 2.7 ( 70.8 ) ( 5,267.8 )
+Added: Net cash received in connection with the AtlasEdge JV Transactions
Cash and restricted cash contributed to the VMO2 JV in connection with the
JV Transaction
−Removed: Capital expenditures, net ( 1,408.0 ) ( 1,292.8 ) ( 1,168.2 )
−Removed: Cash released from (used to fund) the Vodafone Escrow Accounts, net 214.9 104.9 ( 295.2 )
−Removed: Net cash received in connection with the Atlas Edge JV Transactions 144.5 — —
+Added: — ( 3,424.0 ) —
Loans to the VodafoneZiggo JV
+Added: — ( 123.0 ) ( 122.7 )
Net cash received in connection with the U.K.
JV Transaction
−Removed: Cash paid in connection with acquisitions, net of cash acquired ( 70.8 ) ( 5,267.8 ) ( 23.1 )
−Removed: Proceeds received upon disposition of discontinued operations, net — — 11,203.1
Other investing activities, net — ( 96.7 ) ( 30.2 )
11 unchanged sentences
Repurchases of Liberty Global ordinary shares
−Removed: Net cash received related to derivative instruments 143.6 129.1 331.5
−Removed: Distributions by subsidiaries to noncontrolling interest owners ( 137.6 ) ( 137.1 ) ( 32.6 )
+Added: ( 1,703.4 ) ( 1,580.4 ) ( 1,072.3 )
+Added: Dividend distributions by subsidiaries to noncontrolling interest owners ( 61.1 ) ( 137.6 ) ( 137.1 )
+Added: Net cash received (paid) related to derivative instruments ( 50.0 ) 143.6 129.1
Payment of financing costs and debt premiums ( 28.5 ) ( 23.3 ) ( 290.0 )
−Removed: Repurchases by Telenet of its outstanding shares ( 14.3 ) ( 38.1 ) ( 114.1 )
Other financing activities, net ( 88.7 ) ( 98.1 ) ( 71.9 )
27 unchanged sentences
Total $ 171.7 $ 190.4 $ 247.7
−Removed: Details of end of period cash and cash equivalents and restricted cash:
+Added: Details of end of year cash and cash equivalents and restricted cash:
Cash and cash equivalents $ 1,726.2 $ 910.6 $ 1,327.2
13 unchanged sentences
In addition, we own 50 % noncontrolling interests in (a) a 50 :
−Removed: 50 joint venture (the VodafoneZiggo JV ) with Vodafone Group plc ( Vodafone ), which provides residential and B2B communication services in the Netherlands, and (b) a 50 :
50 joint venture (the VMO2 JV ) with Telefónica SA ( Telefónica ), which provides residential and B2B communication services in the United Kingdom (U.K.
−Removed: In addition, we currently provide residential and B2B communications services in Poland through UPC Holding.
−Removed: On September 22, 2021, we entered into an agreement to sell our operations in Poland.
−Removed: Accordingly, in these consolidated financial statements, our operations in Poland are reflected as discontinued operations for all periods presented.
+Added: ), and (b) a 50 :
+Added: 50 joint venture (the VodafoneZiggo JV ) with Vodafone Group plc ( Vodafone ), which provides residential and B2B communication services in the Netherlands.
+Added: Through March 31, 2022, we provided residential and B2B communications services in Poland through UPC Holding.
+Added: On April 1, 2022, we completed the sale of our operations in Poland.
+Added: Accordingly, in these consolidated financial statements, our operations in Poland are reflected as discontinued operations for all applicable periods.
For additional information, see note 6.
5 unchanged sentences
For additional information, see note 6.
−Removed: Through July 31, 2019, we provided residential and B2B communication services in (i) Germany through Unitymedia GmbH ( Unitymedia ) and (ii) Hungary, the Czech Republic and Romania through UPC Holding.
−Removed: In addition, through May 2, 2019, we provided direct-to-home satellite ( DTH ) services to residential customers in Hungary, the Czech Republic, Romania and Slovakia through a Luxembourg-based subsidiary of UPC Holding that we refer to as “ UPC DTH ”.
−Removed: In these consolidated financial statements, our operations in Germany, Romania, Hungary and the Czech Republic and the operations of UPC DTH are presented as discontinued operations for all applicable periods.
−Removed: For information regarding the disposition of these entities, see note 6.
These consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States ( GAAP ).
3 unchanged sentences
Accounting Changes
−Removed: In December 2019, the Financial Accounting Standards Board (the FASB ) issued Accounting Standards Update ( ASU ) No.
−Removed: 2019-12, Simplifying the Accounting for Income Taxes ( ASU 2019-12 ), which is intended to improve consistency and simplify several areas of existing guidance.
−Removed: ASU 2019-12 removes certain exceptions to the general principles related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences.
−Removed: The new guidance also clarifies the accounting for transactions that result in a step-up in the tax basis of goodwill.
−Removed: We adopted ASU 2019-12 on January 1, 2021, and such adoption did not have a significant impact on our consolidated financial statements.
−Removed: LIBERTY GLOBAL PLC
−Removed: Notes to Consolidated Financial Statements — (Continued)
−Removed: December 31, 2021, 2020 and 2019
−Removed: In March 2019, the FASB issued ASU No.
−Removed: 2019-02, Improvements to Accounting for Costs of Films and License Agreements for Program Materials ( ASU 2019-02 ), which aligns the accounting for production costs of an episodic television series with the accounting for production costs of films.
−Removed: ASU 2019-02 removes the existing constraint that restricts capitalization of production costs to contracted revenue for episodic television series.
−Removed: The amended guidance also permits entities to test a film or license agreement for impairment at the film group level, addresses cash flow classification and provides new disclosure requirements.
−Removed: We adopted ASU 2019-02 on January 1, 2020 on a prospective basis.
−Removed: The adoption of ASU 2019-02 did not have a significant impact on our consolidated financial statements.
−Removed: In August 2018, the FASB issued ASU No.
−Removed: 2018-15, Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement that is a Service Contract ( ASU 2018-15 ), which requires entities to defer implementation costs incurred that are related to the application development stage in a cloud computing arrangement that is a service contract.
−Removed: ASU 2018-15 requires deferred implementation costs to be amortized over the term of the cloud computing arrangement and presented in the same expense line item as the cloud computing arrangement.
−Removed: All other implementation costs are generally expensed as incurred.
−Removed: We adopted ASU 2018-15 on January 1, 2020 on a prospective basis.
−Removed: As a result of the adoption of ASU 2018-15, (i) certain implementation costs that were previously expensed as incurred are now deferred as prepaid expenses and amortized over the term of the cloud computing arrangement and (ii) certain costs associated with developing interfaces between a cloud computing arrangement and internal-use software that were previously capitalized as property and equipment are now deferred as prepaid expenses and amortized over the term of the cloud computing arrangement.
−Removed: The adoption of ASU 2018-15 did not have a significant impact on our consolidated financial statements.
−Removed: In June 2016, the FASB issued ASU No.
+Added: In June 2016, the Financial Accounting Standards Board (the FASB ) issued Accounting Standards Update ( ASU ) No.
2016-13, Measurement of Credit Losses on Financial Statements ( ASU 2016-13 ), which changes the recognition model for credit losses related to assets held at amortized cost.
2 unchanged sentences
Recent Accounting Pronouncements
+Added: In September 2022, the FASB issued ASU No.
+Added: 2022-04, Liabilities—Supplier Finance Programs ( ASU 2022-04 ), which requires additional disclosures for buyers participating in supplier financing programs, which we refer to as vendor financing, including (i) the key terms of the arrangement, (ii) the confirmed amount outstanding at the end of the period, (iii) the balance sheet presentation of related amounts and (iv) a reconciliation of the balances from period to period.
+Added: ASU 2022-04 is effective for annual reporting periods beginning after December 15, 2022, including interim periods within those fiscal years, with early adoption permitted.
+Added: We do not expect ASU 2022-04 to have a significant impact on our consolidated financial statements.
+Added: For additional information regarding our vendor financing obligations, see note 11.
+Added: LIBERTY GLOBAL PLC
+Added: Notes to Consolidated Financial Statements — (Continued)
+Added: December 31, 2022, 2021 and 2020
In October 2021, the FASB issued ASU No.
4 unchanged sentences
2020-04, Facilitation of the Effects of Reference Rate Reform on Financial Reporting ( ASU 2020-04 ), which provides optional expedients and exceptions for contract modifications, subject to meeting certain criteria, that reference the London Interbank Offered Rate ( LIBOR ) or another reference rate expected to be discontinued.
−Removed: In accordance with the optional expedients in ASU 2020-04, we expect to modify certain of our debt agreements during 2022 to replace LIBOR with another reference rate and apply the practical expedient to account for the modification as a continuation of the existing contract.
−Removed: We currently do not believe the use of optional expedients in ASU 2020-04 will have a significant impact on our consolidated financial statements.
+Added: In accordance with the optional expedients in ASU 2020-04, we modified certain debt agreements during 2022 to replace LIBOR with another reference rate and applied the practical expedient to account for the modification as a continuation of the existing contract.
+Added: The use of optional expedients in ASU 2020-04 has not had a significant impact on our consolidated financial statements to date.
For additional information regarding our debt, see note 11.
−Removed: LIBERTY GLOBAL PLC
−Removed: Notes to Consolidated Financial Statements — (Continued)
−Removed: December 31, 2021, 2020 and 2019
(3) Summary of Significant Accounting Policies
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period.
−Removed: Estimates and assumptions are used in accounting for, among other things, the valuation of acquisition-related assets and liabilities, allowances for doubtful accounts, certain components of revenue, programming and copyright costs, deferred income taxes and related valuation allowances, loss contingencies, fair value measurements, impairment assessments, capitalization of internal costs associated with construction and installation activities, useful lives of long-lived assets, share-based compensation and actuarial liabilities associated with certain benefit plans.
+Added: Estimates and assumptions are used in accounting for, among other things, the valuation of acquisition-related assets and liabilities, deferred income taxes and related valuation allowances, loss contingencies, fair value measurements, impairment assessments, capitalization of internal costs associated with construction and installation activities and the development of internal-use software, useful lives of long-lived assets, share-based compensation and actuarial liabilities associated with certain benefit plans.
Actual results could differ from those estimates.
9 unchanged sentences
Our significant non-cash investing and financing activities are disclosed in our consolidated statements of equity and in notes 6, 10, 11 and 12.
+Added: LIBERTY GLOBAL PLC
+Added: Notes to Consolidated Financial Statements — (Continued)
+Added: December 31, 2022, 2021 and 2020
Cash Flow Statement
11 unchanged sentences
We also manage this risk by disconnecting services to customers whose accounts are delinquent.
−Removed: LIBERTY GLOBAL PLC
−Removed: Notes to Consolidated Financial Statements — (Continued)
−Removed: December 31, 2021, 2020 and 2019
We make elections, on an investment-by-investment basis, as to whether we measure our investments at fair value.
4 unchanged sentences
All of our debt securities are classified as available for sale and are reported at fair value.
−Removed: Under the fair value method, investments are recorded at fair value and any changes in fair value are reported in realized and unrealized gains or losses due to changes in fair values of certain investments and debt, net, in our consolidated statements of operations.
+Added: Under the fair value method, investments are recorded at fair value and any changes in fair value are reported in realized and unrealized gains or losses due to changes in fair values of certain investments, net, in our consolidated statements of operations.
All costs directly associated with the acquisition of an investment to be accounted for using the fair value method are expensed as incurred.
3 unchanged sentences
For additional information regarding our fair value and equity method investments, see notes 7 and 9.
−Removed: Under the equity method, investments, originally recorded at cost, are adjusted to recognize our share of net earnings or losses of the affiliates as they occur rather than as dividends or other distributions are received, with our recognition of losses generally limited to the extent of our investment in, and advances and commitments to, the investee.
+Added: Under the equity method, investments, originally recorded at cost, are adjusted to recognize our share of net earnings or losses of the affiliates as they occur rather than as dividend distributions are received, with our recognition of losses generally limited to the extent of our investment in, and advances and commitments to, the investee.
The portion of the difference between our investment and our share of the net assets of the investee that represents goodwill is not amortized, but continues to be considered for impairment.
Profits on transactions with equity affiliates for which assets remain on our or our investee’s balance sheet are eliminated to the extent of our ownership in the investee.
−Removed: Dividends from publicly-traded investees that are not accounted for under the equity method are recognized when declared as dividend income in our consolidated statements of operations.
−Removed: Dividends from our equity method investees and all of our privately-held investees are reflected as reductions in the carrying values of the applicable investments.
−Removed: Dividends that are deemed to be (i) returns on our investments are included in cash flows from operating activities in our consolidated statements of cash flows and (ii) returns of our investments are included in cash flows from investing activities in our consolidated statements of cash flows.
+Added: Dividend distributions from publicly-traded investees that are not accounted for under the equity method are recognized when declared as dividend income in our consolidated statements of operations.
+Added: Dividend distributions from our equity method investees and all of our privately-held investees are reflected as reductions in the carrying values of the applicable investments.
+Added: Dividend distributions that are deemed to be (i) returns on our investments are included in cash flows from operating activities in our consolidated statements of cash flows and (ii) returns of our investments are included in cash flows from investing activities in our consolidated statements of cash flows.
+Added: LIBERTY GLOBAL PLC
+Added: Notes to Consolidated Financial Statements — (Continued)
+Added: December 31, 2022, 2021 and 2020
We continually review all of our equity method investments to determine whether a decline in fair value below the cost basis is deemed other-than-temporary.
The primary factors we consider in our determination are the extent and length of time that the fair value of the investment is below our company’s carrying value and the financial condition, operating performance and near-term prospects of the investee, changes in the stock price or valuation subsequent to the balance sheet date, and the impacts of exchange rates, if applicable.
−Removed: If the decline in fair value of an equity method investment is deemed to be other-than-temporary, the cost basis of the security is written down to fair value.
+Added: If the decline in fair value of an equity method investment is deemed to be other-than-temporary, the cost basis of the security is written down to fair value and the corresponding charge is reported in share of results of affiliates, net, in our consolidated statements of operations.
Realized gains and losses are determined on an average cost basis.
7 unchanged sentences
We generally do not apply hedge accounting to our derivative instruments, therefore changes in the fair value of derivative instruments are recognized in earnings or loss.
−Removed: LIBERTY GLOBAL PLC
−Removed: Notes to Consolidated Financial Statements — (Continued)
−Removed: December 31, 2021, 2020 and 2019
The net cash received or paid related to our derivative instruments is classified as an operating, investing or financing activity in our consolidated statements of cash flows based on the objective of the derivative instrument and the classification of the applicable underlying cash flows.
2 unchanged sentences
Property and equipment are stated at cost less accumulated depreciation.
−Removed: We capitalize costs associated with the construction of new fixed and mobile transmission and distribution facilities and the installation of new fixed-line services.
+Added: We capitalize costs associated with the construction of new, or upgrades to existing, fixed and mobile transmission and distribution facilities, the installation of new fixed-line services and the development of internal-use software.
Capitalized construction and installation costs include materials, labor and other directly attributable costs.
−Removed: 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.
+Added: Installation activities that are capitalized include (i) the initial connection (or drop) from our fixed-line system to a customer location, (ii) the replacement of a drop and (iii) the installation of equipment for new, or upgrades to existing, fixed-line services.
The costs of other customer-facing activities, such as reconnecting and disconnecting customer locations and repairing or maintaining drops, are expensed as incurred.
11 unchanged sentences
Repairs and maintenance are charged to operations.
+Added: LIBERTY GLOBAL PLC
+Added: Notes to Consolidated Financial Statements — (Continued)
+Added: December 31, 2022, 2021 and 2020
We recognize a liability for asset retirement obligations in the period in which it is incurred if sufficient information is available to make a reasonable estimate of fair values.
10 unchanged sentences
For additional information regarding the useful lives of our intangible assets, see note 10.
−Removed: LIBERTY GLOBAL PLC
−Removed: Notes to Consolidated Financial Statements — (Continued)
−Removed: December 31, 2021, 2020 and 2019
Impairment of Property and Equipment and Intangible Assets
−Removed: 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.
+Added: When circumstances warrant, we review the carrying amounts of our property and equipment and our intangible assets (other than goodwill) to determine whether such carrying amounts continue to be recoverable.
Such changes in circumstance may include (i) an expectation of a sale or disposal of a long-lived asset or asset group, (ii) adverse changes in market or competitive conditions, (iii) an adverse change in legal factors or business climate in the markets in which we operate and (iv) operating or cash flow losses.
4 unchanged sentences
Assets to be disposed of are recorded at the lower of their carrying amount or fair value less costs to sell.
−Removed: 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.
−Removed: 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.
−Removed: 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.
+Added: 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.
+Added: We first make a qualitative assessment to determine if the goodwill may be impaired.
+Added: 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”).
−Removed: 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.
For leases with a term greater than 12 months, we recognize on the lease commencement date (i) right-of-use ( ROU ) assets representing our right to use an underlying asset and (ii) lease liabilities representing our obligation to make lease payments over the lease term.
4 unchanged sentences
We initially measure ROU assets at the value of the lease liability, plus any initial direct costs and prepaid lease payments, less any lease incentives received.
+Added: LIBERTY GLOBAL PLC
+Added: Notes to Consolidated Financial Statements — (Continued)
+Added: December 31, 2022, 2021 and 2020
With respect to our finance leases, (i) ROU assets are generally depreciated on a straight-line basis over the shorter of the lease term or the useful life of the asset and (ii) interest expense on the lease liability is recorded using the effective interest method.
8 unchanged sentences
The effect on deferred tax assets and liabilities of a change in tax rates is recognized in earnings or loss in the period that includes the enactment date.
−Removed: LIBERTY GLOBAL PLC
−Removed: Notes to Consolidated Financial Statements — (Continued)
−Removed: December 31, 2021, 2020 and 2019
Deferred tax liabilities related to investments in foreign subsidiaries and foreign corporate joint ventures that are essentially permanent in duration are not recognized until it becomes apparent that such amounts will reverse in the foreseeable future.
19 unchanged sentences
Installation fees related to services provided over our network are generally deferred and recognized as revenue over the contractual period, or longer if the upfront fee results in a material renewal right.
+Added: LIBERTY GLOBAL PLC
+Added: Notes to Consolidated Financial Statements — (Continued)
+Added: December 31, 2022, 2021 and 2020
Sale of Multiple Products and Services.
7 unchanged sentences
Revenue from prepaid customers is deferred prior to the commencement of services and recognized as the services are rendered or usage rights expire.
−Removed: LIBERTY GLOBAL PLC
−Removed: Notes to Consolidated Financial Statements — (Continued)
−Removed: December 31, 2021, 2020 and 2019
Mobile Revenue — Handset Revenue.
7 unchanged sentences
If these agreements are determined to contain a lease that meets the criteria to be considered a sales-type lease, we recognize revenue from the lease component when control of the network element is transferred to the customer.
+Added: Other Revenue — Services to Affiliates.
+Added: We provide certain services to the VMO2 JV and the VodafoneZiggo JV, which consist primarily of (i) technology and other services and (ii) capital-related expenditures for assets that will be used by or will otherwise benefit the VMO2 JV and the VodafoneZiggo JV.
+Added: We recognize revenue from services to affiliates in the period in which the related services are provided.
Contract Costs.
10 unchanged sentences
For additional information regarding our revenue recognition and related costs, see note 4.
+Added: For additional information regarding services provided to our affiliates, see note 7.
For a disaggregation of our revenue by major category and by reportable and geographic segment, see note 19.
+Added: LIBERTY GLOBAL PLC
+Added: Notes to Consolidated Financial Statements — (Continued)
+Added: December 31, 2022, 2021 and 2020
Programming Costs
9 unchanged sentences
Exhibition rights are regularly reviewed for impairment and held at the lower of unamortized cost or estimated net realizable value.
−Removed: LIBERTY GLOBAL PLC
−Removed: Notes to Consolidated Financial Statements — (Continued)
−Removed: December 31, 2021, 2020 and 2019
Sports Rights.
16 unchanged sentences
Although we repurchase Liberty Global ordinary shares from time to time, the parameters of our share purchase and redemption activities are not established with reference to the dilutive impact of our share-based compensation plans.
−Removed: For additional information regarding our share-based compensation, see note 15.
−Removed: Litigation Costs
−Removed: Legal fees and related litigation costs are expensed as incurred.
LIBERTY GLOBAL PLC
1 unchanged sentence
December 31, 2022, 2021 and 2020
+Added: For additional information regarding our share-based compensation, see note 15.
+Added: Litigation Costs
+Added: Legal fees and related litigation costs are expensed as incurred.
Earnings or Loss per Share
8 unchanged sentences
Net earnings (loss) from continuing operations attributable to Liberty Global shareholders
+Added: $ 592.2 $ 13,344.2 $ ( 1,686.4 )
Weighted average ordinary shares outstanding (basic EPS computation)
+Added: 489,555,582 555,695,224 602,083,910
Incremental shares attributable to the assumed exercise of outstanding options and SARs and the release of RSUs, RSAs and PSUs upon vesting (treasury stock method)
+Added: 7,433,268 13,418,999 —
Weighted average ordinary shares outstanding (diluted EPS computation)
−Removed: The calculation of diluted earnings per share during 2021 excludes a total of 47.9 million options, SARs and RSUs because their effect would have been anti-dilutive.
−Removed: We reported losses from continuing operations attributable to Liberty Global shareholders during 2020 and 2019.
−Removed: Therefore, the potentially dilutive effect at December 31, 2020 and 2019 of the following items was not included in the computation of diluted loss from continuing operations attributable to Liberty Global shareholders per share because their inclusion would have been anti-dilutive to the computation or, in the case of certain PSARs and PSUs, because such awards had not yet met the applicable performance criteria:
−Removed: (i) the aggregate number of shares issuable pursuant to outstanding options, SARs, RSUs and RSAs of 76.1 million and 62.5 million, respectively, and (ii) the aggregate number of shares issuable pursuant to PSARs and PSUs of 18.4 million and 23.9 million, respectively.
+Added: 496,988,850 569,114,223 602,083,910
+Added: The calculation of diluted earnings per share during 2022 and 2021 excludes a total of 59.5 million and 47.9 million options, SARs and RSUs, respectively, because their effect would have been anti-dilutive.
+Added: We reported losses from continuing operations attributable to Liberty Global shareholders during 2020.
+Added: Therefore, the potentially dilutive effect at December 31, 2020 of the following items were not included in the computation of diluted loss from continuing operations attributable to Liberty Global shareholders per share because their inclusion would have been anti-dilutive to the computation or, in the case of certain PSARs and PSUs, because such awards had not yet met the applicable performance criteria:
+Added: (i) the aggregate number of shares issuable pursuant to outstanding options, SARs, RSUs and RSAs of 76.1 million and (ii) the aggregate number of shares issuable pursuant to PSARs and PSUs of 18.4 million.
(4) Revenue Recognition and Related Costs
6 unchanged sentences
We primarily defer revenue for (i) installation and other upfront services and (ii) other services that are invoiced prior to when services are provided.
−Removed: Our deferred revenue balances were $ 286.5 million and $ 437.3 million as of December 31, 2021 and 2020, respectively.
−Removed: The decrease in deferred revenue during 2021 is primarily due to the net effect of (a) the recognition of $ 357.1 million of revenue that was included in our deferred revenue balance at December 31, 2020 and (b) the impact of additions during the period.
−Removed: The long-term portions of our deferred revenue balances are included within other long-term liabilities on our consolidated balance sheets.
+Added: Our deferred revenue balances were $ 272.5 million and $ 286.5 million as of December 31, 2022 and 2021,
LIBERTY GLOBAL PLC
1 unchanged sentence
December 31, 2022, 2021 and 2020
+Added: respectively.
+Added: The decrease in deferred revenue during 2022 is primarily due to the net effect of (a) the recognition of $ 217.1 million of revenue that was included in our deferred revenue balance at December 31, 2021 and (b) the impact of additions during the period.
+Added: The long-term portions of our deferred revenue balances are included within other long-term liabilities on our consolidated balance sheets.
Contract Costs
6 unchanged sentences
(5) Acquisitions
+Added: Pending Transaction
+Added: Telenet NetCo Transaction.
+Added: On July 19, 2022, Telenet and Fluvius System Operator CV ( Fluvius ) entered into an agreement to create an independent, self-funding infrastructure company ( NetCo ) within their combined geographic footprint in Belgium.
+Added: The companies will each contribute certain cable infrastructure assets with Telenet and Fluvius initially owning 66.8 % and 33.2 % of NetCo, respectively.
+Added: Telenet and Liberty Global will consolidate NetCo upon closing of the transaction, which we currently expect to occur in mid-2023.
+Added: The closing of the transaction is subject to the satisfaction of certain conditions, including regulatory conditions and approval from Fluvius shareholders.
2020 Acquisition
2 unchanged sentences
The Sunrise Acquisition was effected through an all cash public tender offer of the outstanding shares of Sunrise (the Sunrise Shares ) for CHF 110 ($ 120 at the transaction date) per share, for a total purchase price of CHF 5.0 billion ($ 5.4 billion at the transaction date).
−Removed: In April 2021, we completed a statutory “squeeze-out” procedure, under applicable Swiss law, to acquire the remaining Sunrise Shares that were not acquired pursuant to the tender offer and, accordingly, now hold 100 % of the share capital of Sunrise.
+Added: In April 2021, we completed a statutory “squeeze-out” procedure, under applicable Swiss law, to acquire the remaining Sunrise Shares that were not acquired pursuant to the tender offer and, accordingly, we now hold 100 % of the share capital of Sunrise.
+Added: LIBERTY GLOBAL PLC
+Added: Notes to Consolidated Financial Statements — (Continued)
+Added: December 31, 2022, 2021 and 2020
We have accounted for the Sunrise Acquisition using the acquisition method of accounting, whereby the total purchase price was allocated to the acquired identifiable net assets of Sunrise based on assessments of their respective fair values, and the excess of the purchase price over the fair values of these identifiable net assets was allocated to goodwill.
18 unchanged sentences
(a) The goodwill recognized in connection with the Sunrise Acquisition is primarily attributable to (i) the opportunity to leverage Sunrise’s existing mobile network to gain immediate access to potential customers and (ii) estimated synergy benefits through the integration of Sunrise with our existing operations in Switzerland.
−Removed: LIBERTY GLOBAL PLC
−Removed: Notes to Consolidated Financial Statements — (Continued)
−Removed: December 31, 2021, 2020 and 2019
(b) Excludes direct acquisition costs of $ 27.8 million incurred during 2020, which are included in impairment, restructuring and other operating items, net, in our consolidated statement of operations.
−Removed: 2019 Acquisition
−Removed: De Vijver Media .
−Removed: Prior to June 3, 2019, Telenet held a 50 % equity method investment in De Vijver Media NV ( De Vijver Media ), which provides content production, broadcasting and advertising services in Belgium.
−Removed: On June 3, 2019, Telenet acquired the remaining 50 % ownership interest in De Vijver Media (the De Vijver Media Acquisition ) for cash consideration of € 52.5 million ($ 58.9 million at the transaction date) after post-closing adjustments.
−Removed: Immediately following this transaction, Telenet repaid in full De Vijver Media’s € 62.0 million ($ 69.5 million at the transaction date) of outstanding third-party debt.
−Removed: In connection with the De Vijver Media Acquisition, we recognized a $ 25.7 million gain during the second quarter of 2019, representing the difference between the fair value of $ 57.9 million and carrying amount of our then-existing 50 % ownership interest in De Vijver Media.
−Removed: This gain is included in other income, net, in our consolidated statement of operations.
Pro Forma Information
The following unaudited pro forma consolidated operating results give effect to the Sunrise Acquisition as if it had been completed as of January 1, 2019.
−Removed: No effect has been given to the De Vijver Media Acquisition since it would not have had a significant impact on our results of operations during 2019.
These pro forma amounts are not necessarily indicative of the operating results that would have occurred if the Sunrise Acquisition had occurred on such date.
The pro forma adjustments are based on certain assumptions that we believe are reasonable.
−Removed: Year ended December 31,
+Added: The unaudited pro forma consolidated operating results for the year ended December 31, 2020 are summarized below:
Revenue (in millions) $ 13,206.8
1 unchanged sentence
$ ( 1,902.3 )
−Removed: Basic and diluted loss from continuing operations attributable to Liberty Global shareholders
−Removed: $ ( 3.16 ) $ ( 2.58 )
−Removed: Our consolidated statement of operations for 2020 includes revenue and net loss of $ 314.0 million and $ 15.4 million, respectively, attributable to Sunrise.
−Removed: (6) Dispositions
−Removed: Pending Disposition
−Removed: On September 22, 2021, we entered into a sale and purchase agreement (the Purchase Agreement ), pursuant to which we agreed to sell 100 % of our operations in Poland ( UPC Poland ) to a third party for a total enterprise value of Polish zloty ( PLN ) 7,025.0 million ($ 1,743.8 million), subject to customary debt and working capital adjustments at completion.
−Removed: Closing of the transaction, which we currently expect to occur in the first half of 2022, is subject to the satisfaction of certain conditions, including receipt of requisite regulatory approvals.
−Removed: The proceeds from the sale are expected to be used (i) to repay a portion of the UPC Holding borrowing group’s outstanding indebtedness and (ii) for general corporate purposes, which may include reinvestment into our business and support for our share repurchase program, which is further described in note 14.
−Removed: We have agreed to provide certain transitional services for a period of up to five years , depending on the service.
−Removed: These services principally will comprise network and information technology-related functions.
−Removed: The annual charges will depend on the actual level of services required by the purchaser.
−Removed: Effective with the signing of the Purchase Agreement, we began presenting UPC Poland as a discontinued operation and, accordingly, we no longer depreciate or amortize the associated long-lived assets.
−Removed: In our consolidated balance sheets and statements of operations and cash flows, UPC Poland is reflected as a discontinued operation for all periods presented.
+Added: Basic and diluted loss from continuing operations attributable to Liberty Global shareholders per share
+Added: Our consolidated statement of operations for the year ended December 31, 2020 includes revenue and net loss of $ 314.0 million and $ 15.4 million, respectively, attributable to Sunrise.
LIBERTY GLOBAL PLC
1 unchanged sentence
December 31, 2022, 2021 and 2020
−Removed: operations in Poland are held through UPC Holding.
+Added: (6) Dispositions
+Added: 2022 Dispositions
+Added: On April 1, 2022, we completed the sale of 100 % of our operations in Poland ( UPC Poland ) to a subsidiary of iliad S.A.
+Added: After considering debt and working capital adjustments (including cash disposed), we received net cash proceeds of Polish zloty 6,520.4 million ($ 1,553.3 million at the transaction date).
+Added: A portion of the net proceeds from the sale, after reflecting the impact of derivative settlements, was used to repurchase certain of UPC Holding’s outstanding indebtedness, with the remainder available for general corporate purposes.
+Added: For additional information regarding these financing transactions, see note 11.
+Added: In connection with the sale of UPC Poland, we recognized a gain of $ 846.4 million, which includes a cumulative foreign currency translation gain of $ 10.9 million.
+Added: No income taxes were required to be provided on this gain.
+Added: In connection with the sale of UPC Poland, we have agreed to provide certain transitional services to iliad for a period of up to five years , depending on the service.
+Added: These services principally comprise network and information technology-related functions.
+Added: The annual charges will depend on the actual level of services required by the purchaser.
+Added: During 2022, we recorded revenue of $ 26.6 million associated with these transitional services.
+Added: UPC Poland is presented as a discontinued operation in our consolidated financial statements for all applicable periods.
+Added: Effective with the signing of the sale and purchase agreement on September 22, 2021, we ceased to depreciate or amortize the associated long-lived assets.
+Added: Our operations in Poland were held through UPC Holding prior to the disposal date.
No debt, interest or derivative instruments of the UPC Holding borrowing group have been allocated to discontinued operations.
Prior to being presented as a discontinued operation, the operations of UPC Poland were included in our former “ Central and Eastern Europe ” reportable segment.
+Added: The carrying amounts of the major classes of assets and liabilities of UPC Poland as of December 31, 2021 are summarized in the following table (in millions):
+Added: Current assets $ 23.4
+Added: Property and equipment, net 406.8
+Added: Goodwill 464.7
+Added: Other assets, net 30.1
+Added: Total assets $ 925.0
+Added: Current portion of debt and finance lease obligations $ 42.7
+Added: Other accrued and current liabilities 97.3
+Added: Long-term debt and finance lease obligations 5.0
+Added: Other long-term liabilities 56.3
+Added: Total liabilities $ 201.3
+Added: LIBERTY GLOBAL PLC
+Added: Notes to Consolidated Financial Statements — (Continued)
+Added: December 31, 2022, 2021 and 2020
+Added: The operating results of UPC Poland for 2022, 2021 and 2020 are summarized in the following table.
+Added: These amounts exclude intercompany revenue and expenses that are eliminated within our consolidated statements of operations.
+Added: Year ended December 31,
+Added: 2022 (a) 2021 2020
+Added: Revenue $ 109.5 $ 454.8 $ 434.7
+Added: Operating income $ 45.0 $ 133.7 $ 86.9
+Added: Earnings before income taxes $ 43.9 $ 130.7 $ 77.4
+Added: Income tax expense ( 9.3 ) ( 48.1 ) ( 19.0 )
+Added: Net earnings attributable to Liberty Global shareholders $ 34.6 $ 82.6 $ 58.4
+Added: _______________
+Added: (a) Includes the operating results of UPC Poland from January 1, 2022 through April 1, 2022, the date UPC Poland was sold.
+Added: Telenet Tower Sale
+Added: On June 1, 2022, Telenet completed the sale of substantially all of their passive infrastructure and tower assets to DigitalBridge Investments LLC ( DigitalBridge ) (the Telenet Tower Sale ).
+Added: After considering working capital adjustments, we received net cash proceeds of € 733.0 million ($ 779.9 million at the transaction date).
+Added: Effective with the signing of the sale and purchase agreement on March 25, 2022, we began accounting for the associated assets and liabilities as held for sale and, accordingly, we ceased to depreciate or amortize these long-lived assets.
+Added: In connection with the completion of the Telenet Tower Sale, we recognized a gain of $ 700.5 million.
+Added: No income taxes were required to be provided on this gain.
+Added: As part of the Telenet Tower Sale, Telenet entered into a master lease agreement to lease back the passive infrastructure and tower assets from DigitalBridge for an initial period of 15 years (the Telenet Tower Lease Agreement ).
+Added: In connection with the Telenet Tower Lease Agreement, we recorded non-cash additions to our operating lease ROU assets of $ 615.1 million and a corresponding increase to our operating lease liabilities of the same amount.
+Added: In addition, as part of the Telenet Tower Lease Agreement, Telenet has also committed to lease back 475 build-to-suit sites over the term of the lease.
+Added: As of December 31, 2022, the total U.S.
+Added: dollar equivalent of the estimated future payments for the build-to-suit sites over the term of the lease was $ 121.0 million, the majority of which are due after 2027.
+Added: Telenet will act as an agent over the construction of future towers on the build-to-suit sites.
2021 Dispositions
8 unchanged sentences
JV Transaction, we received net cash of $ 108.6 million, which includes the net impact of (i) equalization payments received from Telefónica, (ii) our share of the proceeds associated with related recapitalization financing transactions completed by the VMO2 JV and (iii) $ 44.5 million of cash paid by Liberty Global to settle certain centrally-held vendor financing obligations associated with the VMO2 JV.
+Added: LIBERTY GLOBAL PLC
+Added: Notes to Consolidated Financial Statements — (Continued)
+Added: December 31, 2022, 2021 and 2020
In connection with the U.K.
JV Transaction, we recognized a pre-tax gain of $ 10,873.8 million, net of the recognition of a cumulative foreign currency translation loss of $ 1,198.6 million.
−Removed: The gain represents the net impact of the estimated fair value assigned to our 50 % interest in the VMO2 JV of $ 14,670.8 million plus the $ 179.7 million of aggregate cash received pursuant to the aforementioned equalization payments and recapitalization transactions, less the sum of (i) the $ 2,677.4 million carrying value of the U.K.
−Removed: JV Entities at May 31, 2021 (excluding the related foreign currency translation loss), (ii) the foreign currency translation loss of $ 1,198.6 million and (iii) $ 100.7 million related to (a) the settlement of certain receivables due from Telefónica associated with the aforementioned recapitalization transactions and (b) third-party fees and expenses.
−Removed: Our estimates continue to be preliminary and are subject to further adjustment based on our final assessment of the fair value of the net assets of the VMO2 JV.
+Added: This gain was calculated by deducting the carrying value of the U.K.
+Added: JV Entities (including the related foreign currency translation loss) from the sum of (i) the fair value assigned to our 50 % interest in the VMO2 JV and (ii) the net cash received pursuant to the equalization payments and recapitalization transactions described above.
For information regarding our approach to the valuation of our interest in the VMO2 JV, see note 9.
−Removed: A summary of the preliminary fair value of the assets and liabilities of the VMO2 JV at the June 1, 2021 transaction date is presented in the following table.
−Removed: The preliminary amounts below are subject to adjustment based on the final assessment of the fair values of the identifiable assets and liabilities (in millions):
+Added: A summary of the fair value of the assets and liabilities of the VMO2 JV at the June 1, 2021 transaction date is presented in the following table.
+Added: The opening balance sheet presented below reflects the final purchase price allocation (in millions):
Current assets $ 4,186.7
7 unchanged sentences
Other long-term liabilities ( 2,170.9 )
−Removed: Total preliminary fair value of the net assets of the VMO2 JV
+Added: Total fair value of the net assets of the VMO2 JV
For periods prior to the June 1, 2021 completion of the U.K.
−Removed: JV Transaction, our consolidated statements of operations include aggregate earnings (loss) before income taxes attributable to the U.K.
−Removed: JV Entities of $ 890.5 million, $ 566.2 million and ($ 450.4 million) during 2021, 2020 and 2019, respectively.
+Added: JV Transaction, our consolidated statements of operations include aggregate earnings before income taxes attributable to the U.K.
+Added: JV Entities of $ 890.5 million and $ 566.2 million during 2021 and 2020, respectively.
Effective with the signing of the Contribution Agreement, we began accounting for the U.K.
4 unchanged sentences
JV Transaction did not represent a strategic shift as defined by GAAP.
−Removed: LIBERTY GLOBAL PLC
−Removed: Notes to Consolidated Financial Statements — (Continued)
−Removed: December 31, 2021, 2020 and 2019
The June 1, 2021 carrying amounts of the major classes of assets and liabilities associated with the U.K.
10 unchanged sentences
Total liabilities (b) $ 24,156.2
+Added: LIBERTY GLOBAL PLC
+Added: Notes to Consolidated Financial Statements — (Continued)
+Added: December 31, 2022, 2021 and 2020
_______________
2 unchanged sentences
(b) The carrying amount of the net assets of $ 1,478.8 million presented above is net of the cumulative foreign currency translation loss of $ 1,198.6 million.
−Removed: The carrying amounts of the major classes of assets and liabilities associated with the U.K.
−Removed: JV Entities that are classified as held for sale on our consolidated balance sheet as of December 31, 2020 are as follows (in millions):
−Removed: Current assets $ 4,519.8
−Removed: Property and equipment, net 8,614.0
−Removed: Goodwill 7,918.5
−Removed: Other assets, net 3,230.4
−Removed: Total assets $ 24,282.7
−Removed: Current portion of debt and finance lease obligations $ 2,699.5
−Removed: Other accrued and current liabilities 2,207.3
−Removed: Long-term debt and finance lease obligations 16,724.1
−Removed: Other long-term liabilities 1,566.3
−Removed: Total liabilities $ 23,197.2
−Removed: LIBERTY GLOBAL PLC
−Removed: Notes to Consolidated Financial Statements — (Continued)
−Removed: December 31, 2021, 2020 and 2019
−Removed: Atlas Edge JV Transactions
+Added: AtlasEdge JV Transactions
On September 1, 2021, we (i) contributed certain assets and liabilities to a newly-formed 50 :
−Removed: 50 joint venture (the Atlas Edge JV ) that was established for the purpose of acquiring and commercializing European technical real estate for edge colocation and hosting services and (ii) sold certain other assets to the Atlas Edge JV.
−Removed: In addition, we sold certain other assets to the Atlas Edge JV during the fourth quarter of 2021.
−Removed: In connection with these transactions, which we collectively refer to as the “ Atlas Edge JV Transactions ”, we (a) received net cash of $ 144.5 million and (b) recognized a gain of $ 227.5 million (net of the recognition of a cumulative foreign currency translation loss of $ 1.8 million), representing the difference between the estimated fair value and the carrying value of the net assets associated with these transactions.
−Removed: We account for our 50 % interest in the Atlas Edge JV as an equity method investment.
−Removed: 2019 Dispositions
−Removed: Vodafone Disposal Group
−Removed: On July 31, 2019, we completed the sale of our operations in Germany, Romania, Hungary and the Czech Republic to Vodafone.
−Removed: The operations of Germany, Romania, Hungary and the Czech Republic are collectively referred to herein as the “ Vodafone Disposal Group .”
−Removed: After considering debt and working capital adjustments (including cash disposed) and € 183.7 million ($ 205.8 million at the transaction date) of cash paid by our company to settle centrally-held vendor financing obligations associated with the Vodafone Disposal Group, we received net cash proceeds of € 10.0 billion ($ 11.1 billion at the applicable rates).
−Removed: Pursuant to the agreement underlying the sale of the Vodafone Disposal Group, we transferred cash to fund certain third-party escrow accounts (the Vodafone Escrow Accounts ) pending the fulfillment by our company of certain terms of the agreement.
−Removed: The current and long-term portions of the receivables associated with the Vodafone Escrow Accounts are included within other current assets and other assets, net, respectively, on our consolidated balance sheets.
−Removed: At December 31, 2020, the aggregate balance of the Vodafone Escrow Accounts was $ 190.4 million.
−Removed: At December 31, 2021, the remaining balance was $ 7.9 million, all of which is classified as current on our consolidated balance sheet.
−Removed: In connection with the sale of the Vodafone Disposal Group, we recognized a gain of $ 12.2 billion, which includes cumulative foreign currency translation gains of $ 88.2 million and income taxes of $ 35.4 million.
−Removed: In connection with the sale of the Vodafone Disposal Group, we agreed to provide certain transitional services to Vodafone for a period of up to four years .
−Removed: These services principally comprise network and information technology-related functions.
−Removed: During 2021, 2020 and 2019, we recorded revenue of $ 130.7 million, $ 152.6 million and $ 63.1 million, respectively, associated with these transitional services.
−Removed: For information regarding certain tax indemnities we provided in connection with the sale of the Vodafone Disposal Group, see note 18.
−Removed: On May 2, 2019, we completed the sale of UPC DTH to M7 Group ( M7 ).
−Removed: After considering debt and working capital adjustments (including cash disposed), we received net cash proceeds of € 128.9 million ($ 144.1 million at the applicable rates).
−Removed: In connection with the sale of UPC DTH, we recognized a gain of $ 106.0 million, which includes cumulative foreign currency translation losses of $ 10.0 million.
−Removed: No income taxes were required to be provided on this gain.
−Removed: In connection with the sale of UPC DTH, we agreed to provide certain transitional services to M7 for a period of up to two years .
−Removed: These services principally comprised network and information technology-related functions.
−Removed: During 2021, 2020 and 2019, we recorded revenue of $ 0.7 million, $ 1.9 million and $ 1.4 million, respectively, associated with these transitional services.
−Removed: LIBERTY GLOBAL PLC
−Removed: Notes to Consolidated Financial Statements — (Continued)
−Removed: December 31, 2021, 2020 and 2019
−Removed: Presentation of Discontinued Operations
−Removed: The operations of UPC Poland are presented as discontinued operations in our consolidated financial statements for all periods presented.
−Removed: In addition, the operations of the Vodafone Disposal Group and UPC DTH are presented as discontinued operations for 2019.
−Removed: The carrying amounts of the major classes of assets and liabilities of UPC Poland as of December 31, 2021 and 2020 are summarized in the following table.
−Removed: Due to the fact that we expect to complete the sale of UPC Poland within 12 months, all of the associated assets and liabilities are classified as current on our consolidated balance sheets.
−Removed: Current assets $ 23.4 $ 26.8
−Removed: Property and equipment, net 406.8 427.5
−Removed: Goodwill 464.7 501.0
−Removed: Other assets, net 30.1 24.8
−Removed: Total assets $ 925.0 $ 980.1
−Removed: Current portion of debt and finance lease obligations $ 42.7 $ 44.3
−Removed: Other accrued and current liabilities 97.3 99.1
−Removed: Long-term debt and finance lease obligations 5.0 6.0
−Removed: Other long-term liabilities 56.3 38.1
−Removed: Total liabilities $ 201.3 $ 187.5
−Removed: The operating results of UPC Poland for 2021 and 2020 are summarized in the following table.
−Removed: These amounts exclude intercompany revenue and expenses that are eliminated within our consolidated statements of operations.
−Removed: Year ended December 31,
−Removed: Revenue $ 454.8 $ 434.7
−Removed: Operating income $ 133.7 $ 86.9
−Removed: Earnings before income taxes $ 130.7 $ 77.4
−Removed: Income tax expense ( 48.1 ) ( 19.0 )
−Removed: Net earnings attributable to Liberty Global shareholders $ 82.6 $ 58.4
−Removed: LIBERTY GLOBAL PLC
−Removed: Notes to Consolidated Financial Statements — (Continued)
−Removed: December 31, 2021, 2020 and 2019
−Removed: The operating results of UPC Poland, the Vodafone Disposal Group and UPC DTH for 2019 are summarized in the following table.
−Removed: These amounts exclude intercompany revenue and expenses that are eliminated within our consolidated statement of operations.
−Removed: UPC Poland Vodafone Disposal Group (a) UPC DTH (b)
−Removed: Revenue $ 425.7 $ 2,017.9 $ 36.7 $ 2,480.3
−Removed: Operating income $ 85.6 $ 1,165.6 $ 10.7 $ 1,261.9
−Removed: Earnings before income taxes
−Removed: $ 85.9 $ 994.7 $ 9.5 $ 1,090.1
−Removed: Income tax expense ( 19.0 ) ( 273.9 ) — ( 292.9 )
−Removed: Net earnings attributable to Liberty Global shareholders
−Removed: $ 66.9 $ 720.8 $ 9.5 $ 797.2
−Removed: _______________
−Removed: (a) Includes the operating results of the Vodafone Disposal Group through July 31, 2019, the date the Vodafone Disposal Group was sold.
−Removed: (b) Includes the operating results of UPC DTH through May 2, 2019, the date UPC DTH was sold.
+Added: 50 joint venture (the AtlasEdge JV ) that was established for the purpose of acquiring and commercializing European technical real estate for edge colocation and hosting services and (ii) sold certain other assets to the AtlasEdge JV.
+Added: In addition, we sold certain additional assets to the AtlasEdge JV during the fourth quarter of 2021.
+Added: In connection with these transactions, which we collectively refer to as the “ AtlasEdge JV Transactions ”, we (a) received net cash of $ 144.5 million and (b) recognized a pre-tax gain of $ 227.5 million (net of the recognition of a cumulative foreign currency translation loss of $ 1.8 million), representing the difference between the estimated fair value and the carrying value of the net assets associated with these transactions.
+Added: We account for our interest in the AtlasEdge JV as an equity method investment.
LIBERTY GLOBAL PLC
5 unchanged sentences
Accounting Method in millions %
−Removed: VMO2 JV $ 13,774.7 $ — 50.0
+Added: $ 9,790.9 $ 13,774.7 50.0
VodafoneZiggo JV (c)
−Removed: Atlas Edge JV 163.7 — 50.0
+Added: 2,345.8 2,572.4 50.0
All3Media Group ( All3Media )
143.9 143.7 50.0
+Added: 122.2 163.7 47.5
Formula E Holdings Ltd ( Formula E )
4 unchanged sentences
2,621.6 2,269.6
−Removed: ITV plc ( ITV ) (e)
+Added: Televisa Univision, Inc.
+Added: ( Televisa Univision ) (e)
385.5 385.5 6.3
−Removed: SMAs (d) 531.7 365.7
−Removed: Univision Holdings Inc.
−Removed: ( Univision )
+Added: ITV plc ( ITV )
362.4 596.3 9.9
1 unchanged sentence
242.8 269.1 3.3
−Removed: Plume Design, Inc.
−Removed: 188.8 54.9 12.0
EdgeConneX, Inc.
1 unchanged sentence
183.8 138.7 5.2
−Removed: Lions Gate Entertainment Corp ( Lionsgate )
+Added: Plume Design, Inc.
154.0 188.8 11.5
+Added: 99.0 14.7 5.9
Aviatrix Systems, Inc.
+Added: 78.2 78.2 3.8
CANAL+ Polska S.A.
+Added: ( CANAL+ Polska )
66.1 70.8 17.0
+Added: Lions Gate Entertainment Corp.
+Added: ( Lionsgate )
36.7 105.9 2.9
−Removed: Other (f) 348.9 268.8
+Added: Other 337.5 378.1
Total — fair value 4,800.6 5,027.4
−Removed: Total investments (g) $ 21,972.6 $ 6,954.7
+Added: Total investments (f) $ 17,477.7 $ 21,972.6
Short-term investments $ 2,621.6 $ 2,269.6
2 unchanged sentences
(a) Our ownership percentages are determined based on our legal ownership as of the most recent balance sheet date or are estimated based on the number of shares we own and the most recent publicly-available information.
−Removed: (b) Our equity method investments are originally recorded at cost and are adjusted to recognize our share of net earnings or losses of the affiliates as they occur rather than as dividends or other distributions are received, with our recognition of losses generally limited to the extent of our investment in, and advances and commitments to, the investee.
+Added: (b) Our equity method investments are originally recorded at cost and are adjusted to recognize our share of net earnings or losses of the affiliates as they occur rather than as dividend distributions are received, with our recognition of losses generally limited to the extent of our investment in, and loans and commitments to, the investee.
Accordingly, the carrying values of our equity method investments may not equal the respective fair values.
−Removed: At December 31, 2021 and 2020, the aggregate carrying amounts of our equity method investments exceeded our proportionate share of the respective investee’s net assets by $ 1,236.0 million and $ 1,198.5 million, respectively, which include amounts associated with the VodafoneZiggo JV Receivables, as defined below, and amounts we are owed under a long-term note receivable from All3Media.
+Added: At December 31, 2022 and 2021, the aggregate carrying amounts of our equity method investments exceeded our proportionate share of the respective investee’s net assets by $ 1,196.8 million and $ 1,236.0 million, respectively, which primarily includes amounts associated with the VodafoneZiggo JV Receivables, as defined below, and amounts we are owed under a long-term note receivable from All3Media.
LIBERTY GLOBAL PLC
1 unchanged sentence
December 31, 2022, 2021 and 2020
−Removed: (c) Amounts include certain notes receivable due from a subsidiary of the VodafoneZiggo JV to a subsidiary of Liberty Global, comprising (i) a euro-denominated note receivable with a principal amount of $ 797.1 million and $ 855.8 million, respectively (the VodafoneZiggo JV Receivable I ), and (ii) a euro-denominated note receivable with a principal amount of $ 236.7 million and $ 127.1 million, respectively (the VodafoneZiggo JV Receivable II and, together with the VodafoneZiggo JV Receivable I, the VodafoneZiggo JV Receivables ).
+Added: (c) Amounts include certain notes receivable due from a subsidiary of the VodafoneZiggo JV to a subsidiary of Liberty Global comprising (i) a euro-denominated note receivable with a principal amount of $ 749.7 million and $ 797.1 million at December 31, 2022 and 2021, respectively, (the VodafoneZiggo JV Receivable I ) and (ii) a euro-denominated note receivable with a principal amount of $ 222.7 million and $ 236.7 million at December 31, 2022 and 2021, respectively, (the VodafoneZiggo JV Receivable II and, together with the VodafoneZiggo JV Receivable I, the VodafoneZiggo JV Receivables ).
During 2021, an additional $ 123.0 million was loaned under the VodafoneZiggo JV Receivable II to fund the VodafoneZiggo JV’s final installment of spectrum license fees due to the Dutch government.
The VodafoneZiggo JV Receivables bear interest at 5.55 % and have a final maturity date of December 31, 2030.
−Removed: In 2019, we received a € 100.0 million principal payment on the VodafoneZiggo JV Receivable I ($ 112.1 million at the transaction date).
−Removed: During 2021, interest accrued on the VodafoneZiggo JV Receivables was $ 56.5 million, all of which was cash settled.
+Added: During 2022, interest accrued on the VodafoneZiggo JV Receivables was $ 53.8 million, all of which has been cash settled.
(d) Represents investments held under SMAs, which are maintained by investment managers acting as agents on our behalf.
2 unchanged sentences
At December 31, 2022 and 2021, interest accrued on our debt securities, which is included in other current assets on our consolidated balance sheets, was $ 18.5 million and $ 5.1 million, respectively.
−Removed: (e) In connection with our investment in ITV, we previously entered into (i) the ITV Collar (as defined in note 8) and (ii) a related secured borrowing agreement (the ITV Collar Loan ), each of which were fully settled during 2021, as further described in note 8.
−Removed: (f) Amounts include $ 2.1 million and $ 9.7 million, respectively, of noncontrolling junior interest in receivables we have securitized.
−Removed: (g) The purchase and sale of investments are presented on a gross basis in our consolidated statements of cash flows, including amounts associated with SMAs.
+Added: (e) At December 31, 2022, the fair value of our investment in Televisa Univision reflects the merger of Univision Holdings Inc.
+Added: and Grupo Televisa, S.A.B., which was completed during the first quarter of 2022.
+Added: (f) The purchase and sale of investments are presented on a gross basis in our consolidated statements of cash flows, including amounts associated with SMAs.
Equity Method Investments
2 unchanged sentences
2022 2021 2020
−Removed: VMO2 JV (a) $ ( 97.2 ) $ — $ —
+Added: $ ( 1,396.6 ) $ ( 97.2 ) $ —
VodafoneZiggo JV (b)
−Removed: All3Media ( 17.4 ) ( 27.9 ) ( 8.8 )
−Removed: Atlas Edge JV ( 5.8 ) — —
−Removed: Formula E ( 2.5 ) ( 8.4 ) 1.7
+Added: 241.2 ( 32.0 ) ( 201.1 )
+Added: ( Streamz ) (c)
+Added: ( 35.2 ) ( 0.7 ) ( 2.3 )
+Added: Eltrona Interdiffusion S.A.
+Added: ( Eltrona ) (d)
+Added: ( 34.2 ) ( 17.2 ) 1.3
+Added: ( 23.3 ) ( 5.8 ) —
+Added: ( 20.2 ) ( 2.5 ) ( 8.4 )
+Added: ( 10.0 ) ( 17.4 ) ( 27.9 )
Other 10.5 ( 2.6 ) ( 6.9 )
1 unchanged sentence
_______________
−Removed: (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.
−Removed: (b) Represents the net effect of (i) 100 % of the interest income earned on the VodafoneZiggo JV Receivables and (ii) our 50 % share of the results of operations of the VodafoneZiggo JV .
+Added: (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.
+Added: The 2022 amount includes a charge of $ 1.8 billion, representing our 50 % share of the VMO2 JV’s goodwill impairment, as described below.
+Added: (b) Represents (i) our 50 % share of the results of operations of the VodafoneZiggo JV and (ii) 100 % of the interest income earned on the VodafoneZiggo JV Receivables.
+Added: (c) The 2022 amount includes a charge of $ 31.7 million related to a decline in fair value below the cost basis of the investment that was deemed other-than-temporary during the fourth quarter.
LIBERTY GLOBAL PLC
1 unchanged sentence
December 31, 2022, 2021 and 2020
+Added: (d) The 2022 amount includes a charge of $ 32.5 million related to a decline in fair value below the cost basis of the investment that was deemed other-than-temporary during the fourth quarter.
On June 1, 2021, we completed the U.K.
10 unchanged sentences
50 joint venture and provides Liberty Global and Telefónica with joint control over decision making with respect to the VMO2 JV.
−Removed: JV Shareholders Agreement also provides (i) for a dividend policy that requires the VMO2 JV to distribute all unrestricted cash to the U.K.
+Added: JV Shareholders Agreement also provides (i) for a dividend distribution policy that requires the VMO2 JV to distribute all unrestricted cash to the U.K.
JV Shareholders on a pro rata basis (subject to the VMO2 JV maintaining a minimum amount of cash and complying with the terms of its financing arrangements) and (ii) that the VMO2 JV will be managed with a leverage ratio between 4.0 and 5.0 times EBITDA (as calculated pursuant to its existing financing arrangements), with the VMO2 JV undertaking periodic recapitalizations and/or refinancings accordingly.
+Added: During 2022, we received dividend distributions from the VMO2 JV aggregating $ 932.5 million, of which $ 477.9 million was accounted for as a return of capital and $ 454.6 million was accounted for as a return on capital for purposes of our consolidated statements of cash flows.
During 2021, we received a dividend distribution from the VMO2 JV of $ 214.8 million, which was accounted for as a return on capital for purposes of our consolidated statement of cash flows.
16 unchanged sentences
JV Framework Agreement.
−Removed: During 2021, we recorded revenue of $ 170.1 million related to the U.K.
−Removed: At December 31, 2021, $ 43.3 million was due from the VMO2 JV, primarily related to (a) services performed under the U.K.
+Added: We recorded revenue related to the U.K.
+Added: JV Services of $ 251.2 million and $ 170.1 million during 2022 and 2021, respectively.
+Added: At December 31, 2022 and 2021, $ 37.0 million and $ 43.3 million, respectively, was due from the VMO2 JV, primarily related to (a) services performed under the U.K.
JV Framework Agreement and (b) amounts incurred by Liberty Global for certain equipment and licenses purchased on behalf of the VMO2 JV.
−Removed: Amounts due from the VMO2 JV will be periodically cash settled and are included in other current assets on our consolidated balance sheet.
−Removed: 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):
−Removed: Revenue $ 8,522.9
−Removed: Loss before income taxes $ ( 351.6 )
−Removed: Net loss $ ( 164.9 )
+Added: The amounts due from the VMO2 JV, which are periodically cash settled, are included in other current assets on our consolidated balance sheets.
+Added: In July 2022, the VMO2 JV entered into a new long-term performance incentive plan (the 2022 VMO2 LTIP ) for certain of its employees, dependent on the achievement of specific performance metrics over each of the three years in the period beginning January 1, 2022 and ending on December 31, 2024.
+Added: Payout may occur in March 2025 and will be settled in Liberty Global Class A and/or Liberty Global Class C ordinary shares and Telefónica ordinary shares, with the settlement split evenly between the U.K.
+Added: JV Shareholders.
+Added: Subject to forfeitures, 66.7 % of each participant’s payout will be earned on January 1, 2024 with the remainder earned on December 31, 2024.
+Added: The 2022 VMO2 LTIP awards are liability classified due to the fact that the final payout will be a fixed monetary amount settled in a variable number of shares.
+Added: At December 31, 2022, the estimated fair value of Liberty Global’s share of the final payout under the 2022 VMO2 LTIP was $ 10.9 million.
+Added: As the VMO2 JV will reimburse the U.K.
+Added: JV Shareholders in cash for the value of each company’s 50 % payout of the 2022 VMO2 LTIP awards, a
LIBERTY GLOBAL PLC
1 unchanged sentence
December 31, 2022, 2021 and 2020
−Removed: The summarized financial position of the VMO2 JV as of December 31, 2021 is set forth below (in millions):
+Added: receivable from the VMO2 JV equal to the amount of the fair value of our share of the 2022 VMO2 LTIP liability is recorded on our consolidated balance sheet.
+Added: During the fourth quarter of 2022, in its U.S.
+Added: GAAP financial statements, the VMO2 JV recorded a goodwill impairment of £ 3.1 billion ($ 3.6 billion at the applicable rate) primarily related to (i) an increase in the weighted average cost of capital (discount rate) under a market participant view and (ii) the broader macroeconomic environment, including recent declines in comparable public company market valuations.
+Added: Given the recency of the VMO2 JV’s formation, the fair value of the business has been in close proximity to its carrying value and was estimated to be £ 33.3 billion ($ 40.3 billion) at the measurement date.
+Added: The VMO2 JV considered an income approach and a market approach in determining the fair value estimate.
+Added: Significant judgment was involved in the assessment, including (a) market participant estimates of the discount rate and (b) current earnings multiples of comparable public companies.
+Added: Our 50 % share of the VMO2 JV’s goodwill impairment charge is reported in share of results of affiliates, net, in our consolidated statement of operations.
+Added: The summarized results of operations of the VMO2 JV are set forth below:
+Added: Year ended December 31,
+Added: 2022 2021 (a)
+Added: Revenue $ 12,857.2 $ 8,522.9
+Added: Loss before income taxes $ ( 3,012.8 ) $ ( 351.6 )
+Added: Net loss $ ( 3,042.0 ) $ ( 173.2 )
+Added: _______________
+Added: (a) Includes the operating results of the VMO2 JV for the period from June 1, 2021 through December 31, 2021.
+Added: The summarized financial position of the VMO2 JV is set forth below:
Current assets $ 4,056.0 $ 4,733.3
11 unchanged sentences
50 joint venture and provides Liberty Global and Vodafone with joint control over decision making with respect to the VodafoneZiggo JV.
−Removed: The NL Shareholders Agreement also provides (i) for a dividend policy that requires the VodafoneZiggo JV to distribute all unrestricted cash to the NL JV Shareholders every two months (subject to the VodafoneZiggo JV maintaining a minimum amount of cash and complying with the terms of its financing arrangements) and (ii) that the VodafoneZiggo JV will be managed with a leverage ratio of between 4.5 and 5.0 times EBITDA (as calculated pursuant to its existing financing arrangements), with the VodafoneZiggo JV undertaking periodic recapitalizations and/or refinancings accordingly.
+Added: The NL Shareholders Agreement also provides (i) for a dividend distribution policy that requires the VodafoneZiggo JV to distribute all unrestricted cash to the NL JV Shareholders every two months (subject to the VodafoneZiggo JV maintaining a
+Added: LIBERTY GLOBAL PLC
+Added: Notes to Consolidated Financial Statements — (Continued)
+Added: December 31, 2022, 2021 and 2020
+Added: minimum amount of cash and complying with the terms of its financing arrangements) and (ii) that the VodafoneZiggo JV will be managed with a leverage ratio of between 4.5 and 5.0 times EBITDA (as calculated pursuant to its existing financing arrangements), with the VodafoneZiggo JV undertaking periodic recapitalizations and/or refinancings accordingly.
During 2022, 2021 and 2020, we received dividend distributions from the VodafoneZiggo JV of $ 266.6 million, $ 311.7 million and $ 249.5 million, respectively, which were accounted for as returns on capital for purposes of our consolidated statements of cash flows.
4 unchanged sentences
Liberty Global charges both fixed and usage-based fees to the VodafoneZiggo JV for the NL JV Services provided during the term of the NL JV Framework Agreement.
−Removed: During 2021, 2020 and 2019, we recorded revenue from the VodafoneZiggo JV of $ 222.0 million, $ 178.9 million and $ 189.1 million, respectively, primarily related to (a) the NL JV Services and (b) the sale of customer premises equipment to the VodafoneZiggo JV at a mark-up.
−Removed: In addition, during 2019, we purchased certain assets on the VodafoneZiggo JV’s behalf with an aggregate cost of $ 14.4 million.
+Added: During 2022, 2021 and 2020, we recorded revenue from the VodafoneZiggo JV of $ 263.9 million, $ 222.0 million and $ 178.9 million, respectively, primarily related to (a) the NL JV Services and (b) the sale of customer premises equipment ( CPE ) to the VodafoneZiggo JV at a mark-up.
At December 31, 2022 and 2021, $ 35.0 million and $ 62.5 million, respectively, were due from the VodafoneZiggo JV related to the aforementioned transactions.
The amounts due from the VodafoneZiggo JV, which are periodically cash settled, are included in other current assets on our consolidated balance sheets.
−Removed: LIBERTY GLOBAL PLC
−Removed: Notes to Consolidated Financial Statements — (Continued)
−Removed: December 31, 2021, 2020 and 2019
The summarized results of operations of the VodafoneZiggo JV are set forth below:
2 unchanged sentences
Revenue $ 4,284.6 $ 4,824.2 $ 4,565.4
−Removed: Loss before income taxes $ ( 90.8 ) $ ( 287.2 ) $ ( 512.5 )
−Removed: Net loss $ ( 163.1 ) $ ( 448.7 ) $ ( 470.0 )
+Added: Earnings (loss) before income taxes $ 608.3 $ ( 90.8 ) $ ( 287.2 )
+Added: Net earnings (loss) $ 394.7 $ ( 163.1 ) $ ( 448.7 )
The summarized financial position of the VodafoneZiggo JV is set forth below:
7 unchanged sentences
$ 20,211.9 $ 21,288.5
+Added: LIBERTY GLOBAL PLC
+Added: Notes to Consolidated Financial Statements — (Continued)
+Added: December 31, 2022, 2021 and 2020
Fair Value Investments
−Removed: The following table sets forth the details of our realized and unrealized gains due to changes in fair values of certain investments, net:
+Added: The following table sets forth the details of our realized and unrealized gains (losses) due to changes in fair values of certain investments, net:
Year ended December 31,
2022 2021 2020
−Removed: Univision $ 301.6 $ — $ —
−Removed: Lacework 223.9 1.1 —
−Removed: Plume 133.9 29.6 —
−Removed: Skillz ( 100.4 ) 238.0 1.1
−Removed: Aviatrix 65.4 — —
−Removed: Lionsgate 33.9 4.0 ( 25.0 )
−Removed: EdgeConneX 28.9 33.1 —
−Removed: ITV 15.3 ( 217.1 ) 163.9
−Removed: Other, net (a) 32.5 ( 52.9 ) ( 41.0 )
+Added: $ ( 233.9 ) $ 15.3 $ ( 217.1 )
+Added: ( 69.2 ) 33.9 4.0
+Added: ( 49.1 ) ( 10.1 ) 5.2
+Added: 43.4 28.9 33.1
+Added: ( 34.8 ) 133.9 29.6
+Added: ( 34.7 ) ( 100.4 ) 238.0
+Added: TiBiT Communications, Inc.
+Added: ( TiBiT ) (a)
+Added: ( 26.3 ) 223.9 1.1
+Added: Televisa Univision
+Added: Other, net (b) ( 26.3 ) 42.6 ( 58.1 )
Total $ ( 302.1 ) $ 735.0 $ 35.8
_______________
−Removed: (a) The 2021 amount includes gains of $ 12.9 million related to investments that were sold during the year.
−Removed: LIBERTY GLOBAL PLC
−Removed: Notes to Consolidated Financial Statements — (Continued)
−Removed: December 31, 2021, 2020 and 2019
+Added: (a) Our investment in TiBiT was sold during the fourth quarter of 2022.
+Added: (b) The amounts in 2022 and 2021 include gains of $ 15.7 million and $ 12.9 million, respectively, related to investments that were sold during the year.
Debt Securities
3 unchanged sentences
Commercial paper $ 881.1 $ 2.1 $ 883.2
−Removed: Corporate debt securities 705.5 ( 1.6 ) 703.9
Government bonds 697.0 ( 1.4 ) 695.6
Certificates of deposit 520.5 ( 0.6 ) 519.9
+Added: Corporate debt securities 405.3 ( 4.8 ) 400.5
Other debt securities 355.0 0.4 355.4
Total debt securities $ 2,858.9 $ ( 4.3 ) $ 2,854.6
+Added: LIBERTY GLOBAL PLC
+Added: Notes to Consolidated Financial Statements — (Continued)
+Added: December 31, 2022, 2021 and 2020
December 31, 2021
−Removed: Amortized cost basis Accumulated unrealized gains Fair value
−Removed: Corporate debt securities $ 713.2 $ 2.3 $ 715.5
+Added: Amortized cost basis Accumulated unrealized losses Fair value
Commercial paper $ 897.4 $ — $ 897.4
+Added: Corporate debt securities 705.5 ( 1.6 ) 703.9
Government bonds 655.9 ( 3.3 ) 652.6
Certificates of deposit 355.5 ( 0.1 ) 355.4
+Added: Other debt securities 192.0 — 192
Total debt securities $ 2,806.3 $ ( 5.0 ) $ 2,801.3
−Removed: During 2021 and 2020, we received proceeds from the sale of debt securities of $ 6.1 billion and $ 6.0 billion, respectively, the majority of which were reinvested in new debt securities held under SMAs.
−Removed: The sale of debt securities during 2021 and 2020 resulted in realized net gains (losses) of ($ 2.0 million) and $ 2.0 million, respectively.
+Added: During 2022, 2021 and 2020, we received proceeds from the sale of debt securities of $ 9.1 billion, $ 6.1 billion and $ 6.0 billion, respectively, the majority of which were reinvested in new debt securities held under SMAs.
+Added: The sale of debt securities during 2022, 2021 and 2020 resulted in realized net gains (losses) of ($ 6.9 million), ($ 2.0 million) and $ 2.0 million, respectively.
The fair values of our debt securities as of December 31, 2022 by contractual maturity are shown below (in millions):
5 unchanged sentences
(a) The weighted average life of our total debt securities was 0.4 years as of December 31, 2022.
−Removed: LIBERTY GLOBAL PLC
−Removed: Notes to Consolidated Financial Statements — (Continued)
−Removed: December 31, 2021, 2020 and 2019
+Added: Our investment portfolio is subject to various macroeconomic pressures and has experienced significant volatility, which affects both our non-public and publicly-traded investments.
+Added: Changes in the fair values of these investments, including changes with respect to interest rates within our local jurisdictions, are likely to continue and could be significant.
(8) Derivative Instruments
1 unchanged sentence
In this regard, through our subsidiaries, we have entered into various derivative instruments to manage interest rate exposure and foreign currency exposure, primarily with respect to the U.S.
−Removed: dollar ( $ ), the euro ( € ), the British pound sterling ( £ ), the Swiss franc ( CHF ) and the Polish zloty ( PLN ).
+Added: dollar ( $ ), the euro ( € ), the British pound sterling ( £ ) and the Swiss franc ( CHF ).
Generally, we do not apply hedge accounting to our derivative instruments.
Accordingly, changes in the fair values of most of our derivative instruments are recorded in realized and unrealized gains or losses on derivative instruments, net, in our consolidated statements of operations.
+Added: LIBERTY GLOBAL PLC
+Added: Notes to Consolidated Financial Statements — (Continued)
+Added: December 31, 2022, 2021 and 2020
The following table provides details of the fair values of our derivative instrument assets and liabilities:
16 unchanged sentences
_______________
−Removed: (a) Our current derivative assets, long-term derivative assets and long-term derivative liabilities are included in other current assets, other assets, net, and other long-term liabilities, respectively, on our consolidated balance sheets.
+Added: (a) Our long-term derivative assets and long-term derivative liabilities are included in other assets, net , and other long-term liabilities , respectively, on our consolidated balance sheets.
(b) We consider credit risk relating to our and our counterparties’ nonperformance in the fair value assessment of our derivative instruments.
3 unchanged sentences
For further information regarding our fair value measurements, see note 9.
−Removed: (c) Our equity-related derivative instruments include warrants on our investment in Plume and, at December 31 2020, a share collar (the ITV Collar ) with respect to certain of the shares of ITV held by our company.
−Removed: During 2021, we completed the unwind of the ITV Collar and cash settled all remaining amounts under the ITV Collar Loan.
−Removed: Accordingly, at December 31, 2021, the ITV Collar and ITV Collar Loan had been fully settled.
−Removed: LIBERTY GLOBAL PLC
−Removed: Notes to Consolidated Financial Statements — (Continued)
−Removed: December 31, 2021, 2020 and 2019
+Added: (c) Our equity-related derivative instruments include warrants on our investment in Plume.
The details of our realized and unrealized gains (losses) on derivative instruments, net, are as follows:
2 unchanged sentences
Cross-currency and interest rate derivative contracts $ 1,185.5 $ 578.9 $ ( 1,184.3 )
+Added: Foreign currency forward and option contracts 28.3 ( 31.8 ) ( 81.1 )
Equity-related derivative instruments:
−Removed: ITV Collar ( 11.8 ) 364.2 ( 84.4 )
+Added: — ( 11.8 ) 364.2
Other ( 21.4 ) 85.6 22.5
Total equity-related derivative instruments ( 21.4 ) 73.8 386.7
−Removed: Foreign currency forward and option contracts ( 31.8 ) ( 81.1 ) 77.4
Other ( 0.7 ) 2.0 —
Total $ 1,191.7 $ 622.9 $ ( 878.7 )
+Added: LIBERTY GLOBAL PLC
+Added: Notes to Consolidated Financial Statements — (Continued)
+Added: December 31, 2022, 2021 and 2020
The net cash received or paid related to our derivative instruments is classified as an operating, investing or financing activity in our consolidated statements of cash flows based on the objective of the derivative instrument and the classification of the applicable underlying cash flows.
9 unchanged sentences
We manage these credit risks through the evaluation and monitoring of the creditworthiness of, and concentration of risk with, the respective counterparties.
−Removed: In this regard, credit risk associated with our derivative instruments is spread across a relatively broad counterparty base of banks and financial institutions.
+Added: In this regard, credit risk associated with our derivative instruments is spread across a relatively broad counterparty base of banks and financial institutions, however notwithstanding, given the size of our derivative portfolio, the default of certain counterparties could have a significant impact on our consolidated statements of operations.
Collateral is generally not posted by either party under our derivative instruments.
5 unchanged sentences
Alternatively, or in addition, the insolvency laws of certain jurisdictions may require the mandatory set off of amounts due under such derivative contracts against present and future liabilities owed to us under other contracts between us and the relevant counterparty.
−Removed: Accordingly, it is possible that we may be subject to obligations to make payments, or may have
−Removed: LIBERTY GLOBAL PLC
−Removed: Notes to Consolidated Financial Statements — (Continued)
−Removed: December 31, 2021, 2020 and 2019
−Removed: present or future liabilities owed to us partially or fully discharged by set off as a result of such obligations, in the event of the insolvency of a derivative counterparty, even though it is the counterparty that is in default and not us.
+Added: Accordingly, it is possible that we may be subject to obligations to make payments, or may have present or future liabilities owed to us partially or fully discharged by set off as a result of such obligations, in the event of the insolvency of a derivative counterparty, even though it is the counterparty that is in default and not us.
To the extent that we are required to make such payments, our ability to do so will depend on our liquidity and capital resources at the time.
1 unchanged sentence
In addition, where a counterparty is in financial difficulty, under the laws of certain jurisdictions, the relevant regulators may be able to (i) compel the termination of one or more derivative instruments, determine the settlement amount and/or compel, without any payment, the partial or full discharge of liabilities arising from such early termination that are payable by the relevant counterparty, or (ii) transfer the derivative instruments to an alternative counterparty.
+Added: LIBERTY GLOBAL PLC
+Added: Notes to Consolidated Financial Statements — (Continued)
+Added: December 31, 2022, 2021 and 2020
Details of our Derivative Instruments
9 unchanged sentences
€ 2,650.0 CHF 2,970.1 3.1
−Removed: PLN 2,999.5 € 653.5 (a) 4.5
−Removed: 3,302.9 (a) 4.0
CHF 740.0 € 701.1 —
6 unchanged sentences
Accordingly, the only cash flows associated with these derivative instruments are coupon-related payments and receipts.
−Removed: LIBERTY GLOBAL PLC
−Removed: Notes to Consolidated Financial Statements — (Continued)
−Removed: December 31, 2021, 2020 and 2019
Interest Rate Swap Contracts
5 unchanged sentences
in millions in years in millions in years
−Removed: UPC Holding $ 6,917.4 (a) 3.3 $ 4,583.7 4.3
+Added: $ 5,945.2 (a) 2.3 $ 3,419.2 3.7
Telenet $ 2,954.7 (a) 2.3 $ 1,394.5 0.8
1 unchanged sentence
(a) Includes forward-starting derivative instruments.
+Added: LIBERTY GLOBAL PLC
+Added: Notes to Consolidated Financial Statements — (Continued)
+Added: December 31, 2022, 2021 and 2020
Interest Rate Swap Options
8 unchanged sentences
in millions in years
−Removed: UPC Holding $ 5,250.0 (a) 0.5
−Removed: Telenet $ 4,590.0 (a) 0.5
+Added: $ 3,417.0 (a) 0.2
+Added: Telenet $ 2,295.0 —
______________
5 unchanged sentences
At December 31, 2022, we had no interest rate collar agreements, and the total U.S.
−Removed: dollar equivalents of the notional amounts of our purchased interest rate caps and floors were $ 1,480.3 million and $ 8,491.1 million, respectively.
−Removed: LIBERTY GLOBAL PLC
−Removed: Notes to Consolidated Financial Statements — (Continued)
−Removed: December 31, 2021, 2020 and 2019
+Added: dollar equivalents of the notional amounts of our purchased interest rate caps and floors were $ 1.2 billion and $ 7.4 billion, respectively.
Impact of Derivative Instruments on Borrowing Costs
The impact of the derivative instruments that mitigate our foreign currency and interest rate risk, as described above, on our borrowing costs is as follows:
−Removed: Increase (decrease) to
borrowing costs at December 31, 2022 (a)
−Removed: VM Ireland 0.42 %
+Added: UPC Holding ( 2.79 ) %
Telenet ( 2.38 ) %
−Removed: Total increase to borrowing costs 0.05 %
+Added: Total decrease to borrowing costs ( 2.58 ) %
_______________
(a) Represents the effect of derivative instruments in effect at December 31, 2022 and does not include forward-starting derivative instruments.
+Added: LIBERTY GLOBAL PLC
+Added: Notes to Consolidated Financial Statements — (Continued)
+Added: December 31, 2022, 2021 and 2020
Foreign Currency Forwards and Options
−Removed: Certain of our subsidiaries enter into foreign currency forward and option contracts with respect to non-functional currency exposure, including deal-contingent hedges of the proceeds expected from the sale of UPC Poland.
+Added: Certain of our subsidiaries enter into foreign currency forward and option contracts with respect to non-functional currency exposure, including hedges of the proceeds from the sale of UPC Poland.
As of December 31, 2022, the total U.S.
−Removed: dollar equivalent of the notional amounts of our foreign currency forward and option contracts was $ 2.5 billion.
+Added: dollar equivalent of the notional amounts of our foreign currency forward and option contracts was $ 873.5 million.
(9) Fair Value Measurements
6 unchanged sentences
We record transfers of assets or liabilities into or out of Levels 1, 2 or 3 at the beginning of the quarter during which the transfer occurred.
−Removed: During 2021, no material transfers were made.
+Added: During the fourth quarter of 2022, our investment in CANAL+ Polska transferred from Level 2 to Level 3 due to a lack of readily available observable inputs.
All of our Level 2 inputs (interest rate futures, swap rates and certain of the inputs for our weighted average cost of capital calculations) and certain of our Level 3 inputs (forecasted volatilities and credit spreads) are obtained from pricing services.
6 unchanged sentences
Our other investments that we account for at fair value are privately-held companies, and therefore, quoted market prices are unavailable.
−Removed: The valuation technique we use for such investments is a combination of an income approach (discounted cash flow model based on forecasts) and a market approach (transactions with new third-party investors or market multiples of similar businesses).
+Added: For such investments, we generally apply a measurement alternative to record these investments at cost less impairment, adjusted for observable price changes in orderly transactions.
+Added: For privately-held investments that don’t qualify for the measurement alternative, we apply a combination of an income approach (discounted cash flow model based on forecasts) and a market approach (transactions with new third-party investors or market multiples of similar businesses).
With the exception of certain inputs for our weighted average cost of capital calculations that are derived from pricing services, the inputs used to value these investments are based on unobservable inputs derived from our assumptions.
Therefore, the valuation of our privately-held investments falls under Level 3 of the fair value hierarchy.
−Removed: LIBERTY GLOBAL PLC
−Removed: Notes to Consolidated Financial Statements — (Continued)
−Removed: December 31, 2021, 2020 and 2019
−Removed: reasonably foreseeable changes in assumed levels of unobservable inputs for the valuations of our Level 3 investments would not be expected to have a material impact on our financial position or results of operations.
+Added: Any reasonably foreseeable changes in assumed levels of unobservable inputs for the valuations of our Level 3 investments would not be expected to have a material impact on our financial position or results of operations.
The recurring fair value measurements of our equity-related derivative instruments are based on standard option pricing models, which require the input of observable and unobservable variables such as exchange-traded equity prices, risk-free interest rates, dividend forecasts and forecasted volatilities of the underlying equity securities.
5 unchanged sentences
Most of the inputs to these discounted cash flow models consist of, or are derived from, observable Level 2 data for substantially the full term of these instruments.
−Removed: This observable data mostly includes currency rates, interest rate futures and swap rates, which are retrieved or derived from available market data.
+Added: This observable data mostly includes currency rates,
+Added: LIBERTY GLOBAL PLC
+Added: Notes to Consolidated Financial Statements — (Continued)
+Added: December 31, 2022, 2021 and 2020
+Added: interest rate futures and swap rates, which are retrieved or derived from available market data.
Although we may extrapolate or interpolate this data, we do not otherwise alter this data in performing our valuations.
13 unchanged sentences
Most of our nonrecurring valuations use significant unobservable inputs and therefore fall under Level 3 of the fair value hierarchy.
+Added: During 2022, we did not perform any significant nonrecurring fair value measurements.
During 2021, we performed a nonrecurring valuation for the purpose of determining the fair value of our initial investment in the VMO2 JV, and the weighted average cost of capital used to value our initial investment was 6.9 %.
−Removed: During 2020, we performed a nonrecurring fair value measurement associated with the Sunrise Acquisition.
−Removed: The weighted average discount rate used in the valuation of the customer relationships acquired in connection with the Sunrise Acquisition was 6.75 %.
For information regarding our investment in the VMO2 JV, see note 7.
−Removed: For information regarding our acquisitions, see note 5.
LIBERTY GLOBAL PLC
2 unchanged sentences
A summary of our assets and liabilities that are measured at fair value on a recurring basis is as follows:
−Removed: Fair value measurements at December 31, 2021 using:
+Added: Fair value measurements at
+Added: December 31, 2022 using:
Description December 31,
9 unchanged sentences
Total derivative instruments 1,562.7 — 1,470.3 92.4
−Removed: SMAs 2,801.3 672.1 2,124.2 5.0
+Added: 2,854.6 943.2 1,911.4 —
Other investments 1,946.0 399.3 0.1 1,546.6
19 unchanged sentences
Foreign currency forward and option contracts 28.4 — 9.0 19.4
+Added: Other 1.0 — 1.0 —
Total derivative instruments 522.4 — 389.2 133.2
−Removed: SMAs 1,965.9 405.7 1,560.2 —
+Added: 2,801.3 672.1 2,124.2 5.0
Other investments 2,226.1 747.9 70.8 1,407.4
5 unchanged sentences
Total liabilities $ 892.0 $ — $ 859.3 $ 32.7
+Added: LIBERTY GLOBAL PLC
+Added: Notes to Consolidated Financial Statements — (Continued)
+Added: December 31, 2022, 2021 and 2020
A reconciliation of the beginning and ending balances of our assets and liabilities measured at fair value on a recurring basis using significant unobservable, or Level 3, inputs is as follows:
1 unchanged sentence
instruments Total
−Removed: Balance of net assets at January 1, 2021 $ 519.6 $ — $ 280.9 $ 800.5
−Removed: Gains included in earnings from continuing operations (a):
−Removed: Realized and unrealized gains on derivative instruments, net — — 73.7 73.7
−Removed: Realized and unrealized gains due to changes in fair values of certain investments and debt, net 814.4 165.9 — 980.3
−Removed: Settlement of ITV Collar — — ( 240.8 ) ( 240.8 )
+Added: Balance of net assets (liabilities) at January 1, 2022
+Added: $ 1,412.4 $ ( 13.3 ) $ 113.8 $ 1,512.9
+Added: Gains (losses) included in earnings from continuing operations (a):
+Added: Realized and unrealized gains due to changes in fair values of certain investments, net 81.9 — — 81.9
+Added: Realized and unrealized losses on derivative instruments, net — — ( 21.4 ) ( 21.4 )
Additions 98.3 — — 98.3
−Removed: Derivative instruments contributed to the VMO2 JV in connection with the U.K.
−Removed: JV Transaction — ( 179.3 ) — ( 179.3 )
+Added: Dispositions ( 72.7 ) — — ( 72.7 )
+Added: Transfers in to Level 3 57.5 — — 57.5
+Added: Transfers out of Level 3 — 13.3 — 13.3
Foreign currency translation adjustments and other, net ( 30.8 ) — — ( 30.8 )
−Removed: Balance of net assets at December 31, 2021 $ 1,412.4 $ ( 13.3 ) $ 113.8 $ 1,512.9
+Added: Balance of net assets at December 31, 2022 (b)
$ 1,546.6 $ — $ 92.4 $ 1,639.0
+Added: _______________
(a) Amounts primarily relate to assets and liabilities that we continue to carry on our consolidated balance sheet as of December 31, 2022.
+Added: (b) As of December 31, 2022, $ 306.7 million of our Level 3 investments were accounted for under the measurement alternative at cost less impairment, adjusted for observable price changes.
LIBERTY GLOBAL PLC
5 unchanged sentences
useful life at
−Removed: December 31, 2021 December 31,
+Added: December 31, 2022
Distribution systems
1 unchanged sentence
$ 9,134.3 $ 9,472.8
−Removed: Customer premises equipment
−Removed: 1,279.2 1,447.7
Support equipment, buildings and land
1 unchanged sentence
4,067.2 4,310.5
+Added: Customer premises equipment 4 to 7 years
+Added: 1,338.1 1,279.2
Total property and equipment, gross
9 unchanged sentences
Changes in the carrying amount of our goodwill during 2022 are set forth below:
−Removed: 2021 Acquisitions
adjustments Foreign currency translation adjustments and other December 31,
10 unchanged sentences
Changes in the carrying amount of our goodwill during 2021 are set forth below:
−Removed: 2020 Acquisitions
−Removed: adjustments Reclassification to assets held for sale (a) Foreign
+Added: adjustments Foreign
adjustments and other December 31,
1 unchanged sentence
Belgium 2,783.7 ( 0.8 ) ( 191.1 ) 2,591.8
−Removed: 7,693.3 — ( 7,918.5 ) 225.2 —
Ireland 296.2 — ( 20.3 ) 275.9
Central and Other
−Removed: Total $ 13,558.3 $ 3,473.0 $ ( 7,918.5 ) $ 852.9 $ 9,965.7
69.8 — ( 4.6 ) 65.2
−Removed: (a) Represents goodwill of the U.K.
−Removed: For additional information regarding the held-for-sale presentation of the U.K.
−Removed: JV Entities, see note 6.
+Added: Total $ 9,965.7 $ 17.8 $ ( 460.1 ) $ 9,523.4
Intangible Assets Subject to Amortization, Net
8 unchanged sentences
Total $ 3,757.1 $ ( 1,414.7 ) $ 2,342.4 $ 3,370.5 $ ( 1,028.0 ) $ 2,342.5
+Added: During the third quarter of 2022, Telenet acquired certain mobile spectrum licenses.
+Added: In connection with this transaction, we recorded a non-cash increase of $ 384.1 million to our intangible assets subject to amortization.
Amortization expense related to intangible assets with finite useful lives was $ 443.7 million, $ 470.5 million and $ 174.2 million during 2022, 2021 and 2020, respectively.
−Removed: Based on our amortizable intangible asset balances at December 31, 2021, we expect that amortization expense will be as follows for the next five years and thereafter (in millions):
+Added: Based on our amortizable intangible asset balance at December 31, 2022, we expect that amortization expense will be as follows for the next five years and thereafter (in millions):
Thereafter 555.1
7 unchanged sentences
Borrowing currency U.S.
−Removed: equivalent December 31,
UPC Holding Bank Facility (c)
+Added: 6.60 % € 713.4 $ 764.1 $ 3,587.7 $ 4,062.5
UPC SPE Notes
+Added: 4.57 % — — 1,651.6 1,933.2
UPC Holding Senior Notes 4.78 % — — 814.2 1,211.6
Telenet Credit Facility (d)
+Added: 5.90 % € 555.0 594.4 3,483.9 3,558.9
Telenet Senior Secured Notes
1 unchanged sentence
VM Ireland Credit Facility (e)
+Added: 6.19 % € 100.0 107.1 963.9 1,024.9
Vendor financing (f) 2.63 % — — 704.7 843.2
−Removed: ITV Collar Loan (g) — — — — 415.9
−Removed: Other 7.08 % — — 149.6 266.3
+Added: Other (g) 4.21 % — — 585.8 149.6
Total debt before deferred financing costs, discounts and premiums (h) 5.50 % $ 1,465.6 $ 13,370.2 $ 14,398.8
9 unchanged sentences
13,763.2 14,825.1
−Removed: Current maturities of debt and finance lease obligations
−Removed: ( 850.3 ) ( 1,086.1 )
+Added: Current portion of debt and finance lease obligations ( 799.7 ) ( 850.3 )
Long-term debt and finance lease obligations
3 unchanged sentences
The interest rates presented represent stated rates and do not include the impact of derivative instruments, deferred financing costs, original issue premiums or discounts and commitment fees, all of which affect our overall cost of borrowing.
−Removed: Including the effects of derivative instruments, original issue premiums or discounts and commitment fees, but excluding the impact of deferred financing costs, the weighted average interest rate on our aggregate variable- and fixed-rate indebtedness was 3.38 % at December 31, 2021.
+Added: Including the effects of derivative instruments, original issue premiums or discounts and commitment fees, but excluding the impact of deferred financing costs and certain other obligations that we assumed in connection with certain acquisitions, the weighted average interest rate on our aggregate variable- and fixed-rate indebtedness was 3.21 % at December 31, 2022.
For information regarding our derivative instruments, see note 8.
6 unchanged sentences
These amounts do not consider any actual or potential changes to our borrowing levels or any amounts loaned or distributed subsequent to December 31, 2022, or the impact of additional amounts that may be available to borrow, loan or distribute under certain defined baskets within each respective facility.
−Removed: December 31, 2021 Upon completion of the relevant December 31, 2021 compliance reporting requirements
+Added: December 31, 2022
+Added: Upon completion of the relevant December 31, 2022 compliance reporting requirements
Borrowing currency U.S.
−Removed: equivalent Borrowing currency U.S.
+Added: Borrowing currency U.S.
Available to borrow:
2 unchanged sentences
Telenet Credit Facility
+Added: € 555.0 $ 594.4 € 555.0 $ 594.4
VM Ireland Credit Facility
4 unchanged sentences
Telenet Credit Facility
+Added: € 555.0 $ 594.4 € 555.0 $ 594.4
VM Ireland Credit Facility
1 unchanged sentence
(c) Unused borrowing capacity under the UPC Holding Bank Facility relates to an equivalent € 713.4 million ($ 764.1 million) under the UPC Revolving Facility, part of which has been made available as an ancillary facility.
−Removed: During 2021, the UPC Revolving Facility was amended to provide for maximum borrowing capacity of € 736.4 million ($ 838.5 million), including € 23.0 million ($ 26.2 million) under the related ancillary facility.
With the exception of € 23.0 million ($ 24.6 million) of borrowings under the ancillary facility, the UPC Revolving Facility was undrawn at December 31, 2022.
(d) Unused borrowing capacity under the Telenet Credit Facility comprises (i) € 510.0 million ($ 546.2 million) under the Telenet Revolving Facility I, (ii) € 25.0 million ($ 26.8 million) under the Telenet Overdraft Facility and (iii) € 20.0 million ($ 21.4 million) under the Telenet Revolving Facility, each of which were undrawn at December 31, 2022.
−Removed: (e) Unused borrowing capacity under the VM Ireland Credit Facility relates to € 100.0 million ($ 113.9 million) under the VM Ireland Revolving Facility (as defined below), which was undrawn at December 31, 2021.
+Added: (e) Unused borrowing capacity under the VM Ireland Credit Facility relates to € 100.0 million ( $ 107.1 million ) under the VM Ireland Revolving Facility, which was undrawn at December 31, 2022.
(f) Represents amounts owed to various creditors pursuant to interest-bearing vendor financing arrangements that are used to finance certain of our property and equipment additions and operating expenses.
−Removed: These arrangements extend our repayment terms beyond a vendor’s original due dates (e.g.
−Removed: extension beyond a vendor’s customary payment terms, which are generally 90 days or less) and as such are classified outside of accounts payable as debt on our consolidated balance sheets.
+Added: These arrangements extend our repayment terms beyond a vendor’s original due dates (e.g., extension beyond a vendor’s customary payment terms, which are generally 90 days or less) and as such are classified outside of accounts payable as debt on our consolidated balance sheets.
These obligations are generally due within one year and include VAT that was also financed under these arrangements.
For purposes of our consolidated statements of cash flows, operating-related expenses financed by an intermediary are treated as constructive operating cash outflows and constructive financing cash inflows when the intermediary settles the liability with the vendor as there is no actual cash outflow until we pay the financing intermediary.
−Removed: During 2021 and 2020, the constructive cash outflow included in cash flows from operating activities and the corresponding constructive cash inflow included in cash flows from financing activities related to these operating expenses was $ 1,781.6 million and $ 2,754.5 million, respectively.
+Added: During 2022 and 2021, the constructive cash outflow included in cash flows from operating activities and the corresponding constructive cash inflow included in cash flows from financing activities related to these operating expenses were $ 522.7 million and $ 1,781.6 million, respectively.
Repayments of vendor financing obligations at the time we pay the financing intermediary are included in repayments and repurchases of debt and finance lease obligations in our consolidated statements of cash flows.
−Removed: (g) As described in note 8, the ITV Collar Loan was fully repaid during the second quarter of 2021.
+Added: (g) The December 31, 2022 amount includes $ 428.1 million of liabilities related to Telenet’s acquisition of mobile spectrum licenses.
+Added: Telenet will make annual payments for the license fees over the terms of the respective licenses.
+Added: For additional information regarding Telenet’s acquisition of mobile spectrum licenses, see note 10.
LIBERTY GLOBAL PLC
8 unchanged sentences
Each of our borrowing groups has entered into one or more credit facility agreements with certain financial and other institutions.
+Added: Certain of our credit facilities provide for adjustments to our borrowing rates based on the achievement, or otherwise, of certain sustainability-linked metrics.
Each of these credit facilities contain certain covenants, the more notable of which are as follows:
22 unchanged sentences
On or after the applicable call date, we may redeem some or all of these notes at various redemption prices plus accrued interest and additional amounts (as specified in the applicable indenture), if any, to the applicable redemption date.
−Removed: From time to time, we create special purpose financing entities ( SPEs ), some of which are owned by the relevant borrowing group and some of which are owned by third parties ( Third-Party SPEs ).
+Added: From time to time, we create special purpose financing entities ( SPE ), some of which are owned by the relevant borrowing group and some of which are owned by third parties ( Third-Party SPEs ).
These SPEs are created for the primary purpose of facilitating the offering of senior secured notes, which we collectively refer to as “ SPE Notes ”.
18 unchanged sentences
A portion of our financing transactions may include non-cash borrowings and repayments.
−Removed: During 2021, 2020 and 2019, non-cash borrowings and repayments aggregated $ 2.9 billion, $ 3.5 billion and $ 3.3 billion, respectively, including amounts related to the U.K.
+Added: During 2022, 2021 and 2020, non-cash borrowings and repayments aggregated nil , $ 2.9 billion and $ 3.5 billion, respectively, including amounts related to the U.K.
JV Entities prior to completion of the U.K.
1 unchanged sentence
UPC Holding - 2022 Financing Transactions
−Removed: During 2021, UPC Holding completed a number of financing transactions that generally resulted in lower interest rates and extended maturities, including the issuance of certain senior secured notes and the entrance into certain accession agreements under the UPC Holding Bank Facility.
−Removed: In connection with these transactions, UPC Holding recognized an aggregate loss on debt extinguishment of $ 90.6 million related 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.
−Removed: In September 2021, Liberty Global entered into an agreement to sell UPC Poland, the proceeds of which are expected to be used, in part, to repay a portion of UPC Holding’s outstanding indebtedness.
−Removed: For additional information, see note 6.
−Removed: The following tables summarize our outstanding indebtedness as of December 31, 2021 with respect to (i) the UPC Holding Bank Facility and (ii) the UPC SPE Notes, after completion of the aforementioned financing transactions.
−Removed: UPC Holding Bank Facility Maturity Interest rate Facility amount (borrowing currency) (a) Unused
−Removed: capacity Outstanding principal amount Carrying
−Removed: AQ (c) June 15, 2029 3.625 % € 600.0 $ — $ 683.2 $ 679.3
−Removed: AT (d) April 30, 2028 LIBOR + 2.25 % $ 700.0 — 700.0 696.9
−Removed: AU (e) April 30, 2029 EURIBOR + 2.5 % € 400.0 — 455.5 453.4
−Removed: AX (d) January 31, 2029 LIBOR + 3.0 % $ 1,925.0 — 1,925.0 1,910.4
−Removed: AY (e) January 31, 2029 EURIBOR + 3.0 % € 862.5 — 982.0 976.7
−Removed: AZ (c) July 15, 2031 4.875 % $ 1,250.0 — 1,250.0 1,248.6
−Removed: UPC Revolving Facility (f) May 31, 2026 EURIBOR + 2.5 % € 736.4 814.4 — —
−Removed: Elimination of Facilities AQ and AZ in consolidation (c) — ( 1,933.2 ) ( 1,927.9 )
−Removed: Total $ 814.4 $ 4,062.5 $ 4,037.4
−Removed: _______________
−Removed: (a) Except as described in (c) below, amounts represent total third-party facility amounts at December 31, 2021.
−Removed: (b) Amounts are net of deferred financing costs and discounts, where applicable.
−Removed: LIBERTY GLOBAL PLC
−Removed: Notes to Consolidated Financial Statements — (Continued)
−Removed: December 31, 2021, 2020 and 2019
−Removed: (c) The amounts outstanding under UPC Facilities AQ and AZ are eliminated in our consolidated financial statements.
−Removed: (d) UPC Facilities AT and AX are each subject to a LIBOR floor of 0.0 %.
−Removed: (e) UPC Facilities AU and AY are each subject to a EURIBOR floor of 0.0 %.
−Removed: (f) The UPC Revolving Facility has a fee on unused commitments of 1.0 % per year.
−Removed: Original issue amount Outstanding principal
−Removed: UPC SPE Notes Maturity Interest rate Borrowing
−Removed: currency U.S.
−Removed: equivalent Carrying
−Removed: 2031 UPC Senior Secured Notes
−Removed: July 15, 2031 4.875 % $ 1,250.0 $ 1,250.0 $ 1,250.0 $ 1,248.6
−Removed: Third-Party SPE:
−Removed: UPCB Finance VII Euro Notes June 15, 2029 3.625 % € 600.0 € 600.0 683.2 679.3
−Removed: Total $ 1,933.2 $ 1,927.9
−Removed: _______________
−Removed: (a) Amounts are net of deferred financing costs and discounts, where applicable.
+Added: In April 2022, a portion of the net proceeds from the sale of UPC Poland was used to (i) purchase and extinguish € 216.5 million ($ 231.9 million) of the € 600.0 million ($ 642.6 million) outstanding principal amount under UPC Facility AQ, together with accrued and unpaid interest, from the related UPCB SPE and, simultaneously, an equal amount of UPCB Finance VII Euro Notes were purchased and cancelled, (ii) purchase and cancel € 205.1 million ($ 219.7 million) of the € 594.3 million ($ 636.5 million) outstanding principal amount of UPC Holding 3.875 % Senior Notes, (iii) purchase and cancel $ 82.7 million of the $ 535.0 million outstanding principal amount of UPC Holding 5.50 % Senior Notes, (iv) purchase and extinguish $ 208.0 million of the $ 1,925.0 million outstanding principal amount under UPC Facility AX, (v) purchase and extinguish € 169.5 million ($ 181.5 million) of the € 862.5 million ($ 923.8 million) outstanding principal amount under UPC Facility AY and (vi) settle associated derivatives.
+Added: In connection with these transactions, UPC Holding recognized a net loss on debt extinguishment of $ 2.0 million related to (a) the write-off of $ 5.2 million of unamortized deferred financing costs and discounts, (b) a net gain associated with settlement discounts of $ 4.7 million and (c) the payment of $ 1.5 million of third-party costs.
+Added: In May 2022, an additional (i) € 51.3 million ($ 54.9 million) of UPC Holding 3.875 % Senior Notes were purchased and cancelled and (ii) € 8.6 million ($ 9.2 million) under UPC Facility AQ, together with accrued and unpaid interest, was purchased and extinguished and, simultaneously, an equal amount of UPCB Finance VII Euro Notes were purchased and cancelled.
+Added: In connection with these transactions, UPC Holding recognized a net gain on debt extinguishment of $ 4.8 million related to (a) a gain associated with settlement discounts of $ 5.1 million and (b) the write-off of $ 0.3 million of unamortized deferred financing costs and discounts.
UPC Holding - 2021 and 2020 Financing Transactions
1 unchanged sentence
In connection with these transactions, UPC Holding recognized losses on debt extinguishment of $ 90.6 million and $ 43.1 million during 2021 and 2020, respectively.
−Removed: These losses primarily include (i) during 2020, the payment of $ 43.8 million of redemption premiums and (ii) the write-off of net unamortized deferred financing costs, discounts and premiums of $ 0.3 million and $ 15.4 million, respectively .
−Removed: Telenet - 2020 and 2019 Financing Transactions
−Removed: During 2020 and 2019, Telenet completed a number of financing transactions that generally resulted in lower interest rates and extended maturities.
−Removed: In connection with these transactions, Telenet recognized losses on debt extinguishment of $ 18.9 million and $ 54.7 million during 2020 and 2019, respectively.
−Removed: These losses include (i) the write-off of net unamortized deferred financing costs, discounts and premiums of $ 18.9 million and $ 4.3 million, respectively, and (ii) during 2019, the payment of $ 50.4 million of redemption premiums .
−Removed: VM Ireland - 2021 Financing Transactions
−Removed: In June 2021, VM Ireland entered into a credit facility (the VM Ireland Credit Facility ), comprising (i) a € 900.0 million ($ 1,024.9 million) term loan facility ( VM Ireland Facility B1 ) and (ii) a € 100.0 million ($ 113.9 million) revolving facility (the VM Ireland Revolving Facility ).
−Removed: VM Ireland Facility B1 was issued at 99.5 % of par, matures on July 15, 2029 and bears interest at a rate of EURIBOR + 3.5 %, subject to a EURIBOR floor of 0.0 %.
−Removed: The VM Ireland Revolving Facility matures on September 15, 2027 and bears interest at a rate of EURIBOR + 2.75 %.
−Removed: The proceeds from VM Ireland Facility B1 and the VM Ireland Revolving Facility can be used for general corporate purposes.
+Added: These losses primarily include (i) the write-off of net unamortized deferred financing costs, discounts and premiums of $ 77.7 million and $ 0.3 million and (ii) the payment of redemption premiums of $ 12.9 million and $ 43.8 million, respectively .
+Added: Telenet - 2020 Financing Transactions
+Added: During 2020, Telenet completed a number of financing transactions that generally resulted in lower interest rates and extended maturities.
+Added: In connection with these transactions, Telenet recognized a loss on debt extinguishment of $ 18.9 million related to the write-off of net unamortized deferred financing costs, discounts and premiums.
LIBERTY GLOBAL PLC
4 unchanged sentences
dollar equivalents based on December 31, 2022 exchange rates.
−Removed: Holding (a) VM
+Added: Holding (a) Telenet VM
Ireland Other Total
11 unchanged sentences
$ 284.6 $ 403.5 $ — $ 33.4 $ 721.5
−Removed: Noncurrent portion
−Removed: $ 5,297.3 $ 7,170.9 $ 1,017.8 $ 72.1 $ 13,558.1
+Added: Long-term portion $ 6,027.7 $ 5,603.7 $ 958.0 $ 16.2 $ 12,605.6
_______________
1 unchanged sentence
(b) Amounts include vendor financing obligations of $ 704.7 million, as set forth below:
−Removed: Holding Other Total
+Added: Holding Telenet Other Total
Year ending December 31:
2 unchanged sentences
2025 — — 1.1 1.1
−Removed: 2025 — — 1.2 1.2
Total vendor financing maturities $ 284.6 $ 370.5 $ 49.6 $ 704.7
1 unchanged sentence
$ 284.6 $ 370.5 $ 33.4 $ 688.5
−Removed: Noncurrent portion
−Removed: $ — $ — $ 72.1 $ 72.1
+Added: Long-term portion $ — $ — $ 16.2 $ 16.2
LIBERTY GLOBAL PLC
15 unchanged sentences
JV Entities (a)
+Added: — ( 3,241.3 )
Balance at December 31 $ 704.7 $ 843.2
_______________
−Removed: (a) The 2021 amount represents vendor financing obligations of the U.K.
+Added: (a) Represents vendor financing obligations of the U.K.
JV Entities at June 1, 2021, the date of completion of the U.K.
JV Transaction.
+Added: LIBERTY GLOBAL PLC
+Added: Notes to Consolidated Financial Statements — (Continued)
+Added: December 31, 2022, 2021 and 2020
We enter into operating and finance leases for network equipment, real estate, mobile site sharing and vehicles.
10 unchanged sentences
Total lease liabilities $ 2,227.2 $ 1,848.8
−Removed: LIBERTY GLOBAL PLC
−Removed: Notes to Consolidated Financial Statements — (Continued)
−Removed: December 31, 2021, 2020 and 2019
_______________
2 unchanged sentences
During 2022, 2021 and 2020, we recorded non-cash additions to our finance lease ROU assets (including amounts related to the U.K.
−Removed: JV Entities through the closing of the U.K.
+Added: JV Entities through the June 1, 2021 closing of the U.K.
JV Transaction) of $ 34.2 million, $ 42.6 million and $ 48.7 million, respectively.
2 unchanged sentences
During 2022, 2021 and 2020, we recorded non-cash additions to our operating lease ROU assets (including amounts related to the U.K.
−Removed: JV Entities through the closing of the U.K.
+Added: JV Entities through the June 1, 2021 closing of the U.K.
JV Transaction) of $ 678.6 million, $ 169.8 million and $ 123.0 million, respectively.
+Added: For additional information regarding the non-cash additions to our operating lease ROU assets during 2022 related to the Telenet Tower Lease Agreement, see note 6.
(c) The current and long-term portions of our finance lease liabilities are included within current portion of debt and finance lease obligations and long-term debt and finance lease obligations, respectively, on our consolidated balance sheets.
−Removed: (d) The current portion of our operating lease liabilities are included within other accrued and current liabilities on our consolidated balance sheets.
+Added: (d) The current portions of our operating lease liabilities are included within other accrued and current liabilities on our consolidated balance sheets.
+Added: For additional information regarding the increase in our operating lease liabilities during 2022 related to the Telenet Tower Lease Agreement, see note 6.
+Added: LIBERTY GLOBAL PLC
+Added: Notes to Consolidated Financial Statements — (Continued)
+Added: December 31, 2022, 2021 and 2020
A summary of our aggregate lease expense is set forth below:
15 unchanged sentences
Variable lease payments are expensed as incurred and are included in other operating expenses in our consolidated statements of operations.
−Removed: LIBERTY GLOBAL PLC
−Removed: Notes to Consolidated Financial Statements — (Continued)
−Removed: December 31, 2021, 2020 and 2019
A summary of our cash outflows from operating and finance leases is set forth below:
6 unchanged sentences
Total cash outflows from operating and finance leases $ 322.7 $ 329.5 $ 240.4
+Added: LIBERTY GLOBAL PLC
+Added: Notes to Consolidated Financial Statements — (Continued)
+Added: December 31, 2022, 2021 and 2020
Maturities of our operating and finance lease liabilities as of December 31, 2022 are presented below.
15 unchanged sentences
Current portion $ 145.2 $ 78.2
−Removed: Noncurrent portion $ 1,226.1 $ 416.7
−Removed: LIBERTY GLOBAL PLC
−Removed: Notes to Consolidated Financial Statements — (Continued)
−Removed: December 31, 2021, 2020 and 2019
+Added: Long-term portion $ 1,645.9 $ 357.9
(13) Income Taxes
−Removed: Liberty Global files its primary income tax return in the U.K.
−Removed: Its subsidiaries file income tax returns in the U.S., the U.K.
+Added: Liberty Global files our primary income tax return in the U.K.
+Added: Our subsidiaries file income tax returns in the U.S., the U.K.
and a number of other European jurisdictions.
−Removed: The income taxes of Liberty Global and its subsidiaries are presented on a separate return basis for each tax-paying entity or group.
+Added: The income taxes of Liberty Global and our subsidiaries are presented on a separate return basis for each tax-paying entity or group.
The components of our earnings (loss) from continuing operations before income taxes are as follows:
1 unchanged sentence
2022 2021 2020
−Removed: $ 12,922.0 $ ( 1,470.0 ) $ ( 831.0 )
−Removed: The Netherlands 644.5 ( 606.0 ) ( 662.8 )
Belgium $ 1,000.4 $ 404.7 $ 343.5
+Added: The Netherlands 742.3 644.5 ( 606.0 )
+Added: ( 516.2 ) 12,922.0 ( 1,470.0 )
Luxembourg 505.4 373.2 95.5
Switzerland ( 470.5 ) ( 308.3 ) ( 21.2 )
+Added: Ireland 178.3 39.5 ( 7.6 )
5.9 ( 3.7 ) ( 46.0 )
9 unchanged sentences
$ ( 51.8 ) $ ( 133.0 ) $ ( 184.8 )
−Removed: (a) ( 47.9 ) ( 25.8 ) ( 73.7 )
−Removed: Belgium ( 96.3 ) 16.2 ( 80.1 )
−Removed: Switzerland ( 7.2 ) 63.5 56.3
Luxembourg ( 0.3 ) ( 152.3 ) ( 152.6 )
+Added: Switzerland 0.6 87.2 87.8
+Added: Belgium ( 87.7 ) 17.1 ( 70.6 )
+Added: Ireland ( 5.3 ) 10.5 5.2
The Netherlands ( 1.7 ) ( 0.8 ) ( 2.5 )
+Added: ( 0.1 ) 0.8 0.7
Other ( 0.1 ) ( 2.0 ) ( 2.1 )
1 unchanged sentence
Year ended December 31, 2021:
−Removed: (a) $ 81.5 $ 159.7 $ 241.2
−Removed: U.K ( 1.3 ) 52.2 50.9
+Added: $ ( 0.4 ) $ ( 319.5 ) $ ( 319.9 )
+Added: ( 47.9 ) ( 25.8 ) ( 73.7 )
+Added: Belgium ( 96.3 ) 16.2 ( 80.1 )
Switzerland ( 7.2 ) 63.5 56.3
Luxembourg ( 0.4 ) ( 49.5 ) ( 49.9 )
−Removed: Belgium ( 54.5 ) 36.3 ( 18.2 )
The Netherlands ( 2.6 ) ( 1.3 ) ( 3.9 )
+Added: Ireland ( 0.7 ) — ( 0.7 )
Other 0.4 ( 1.8 ) ( 1.4 )
1 unchanged sentence
Year ended December 31, 2020:
−Removed: The Netherlands $ — $ ( 275.3 ) $ ( 275.3 )
−Removed: Belgium ( 134.7 ) 3.6 ( 131.1 )
−Removed: U.K ( 1.5 ) 118.8 117.3
−Removed: (a) ( 4.1 ) 81.9 77.8
+Added: $ 81.5 $ 159.7 $ 241.2
+Added: ( 1.3 ) 52.2 50.9
Switzerland ( 3.5 ) 41.2 37.7
Luxembourg ( 0.3 ) ( 27.1 ) ( 27.4 )
+Added: Belgium ( 54.5 ) 36.3 ( 18.2 )
+Added: The Netherlands ( 7.7 ) — ( 7.7 )
Other ( 1.2 ) 0.6 ( 0.6 )
10 unchanged sentences
Computed “expected” tax benefit (expense) (a) $ ( 270.6 ) $ ( 2,660.2 ) $ 342.2
−Removed: Non-taxable gain associated with the U.K.
−Removed: JV Transaction
−Removed: Non-deductible or non-taxable foreign currency exchange results 218.0 ( 395.1 ) ( 26.5 )
+Added: Non-deductible or non-taxable foreign exchange results 267.3 218.0 ( 395.1 )
International rate differences (b) ( 147.1 ) ( 92.4 ) 6.7
−Removed: Basis and other differences in the treatment of items associated with investments in subsidiaries and affiliates (c) 84.0 ( 245.8 ) ( 165.0 )
Non-deductible or non-taxable interest and other expenses ( 89.6 ) ( 69.0 ) ( 25.1 )
+Added: Basis and other differences in the treatment of items associated with investments in subsidiaries and affiliates (c) ( 68.4 ) 84.0 ( 245.8 )
Change in valuation allowances ( 39.0 ) ( 62.2 ) ( 8.4 )
Tax benefit associated with technologies innovation (d) 22.1 25.8 62.2
−Removed: Recognition of previously unrecognized tax benefits
−Removed: 20.5 285.8 5.9
Enacted tax law and rate changes (e) 3.4 2.2 248.2
+Added: Non-taxable gain on U.K.
+Added: JV transaction — 2,066.0 —
+Added: Recognition of previously unrecognized tax benefits
Other, net 3.0 ( 6.0 ) 5.2
14 unchanged sentences
The impact of this rate change on our deferred tax balances was recorded during the third quarter of 2020.
−Removed: In addition, over the past three years, there have been several changes to the enacted corporate tax rate in the Netherlands, the most recent of which in December 2021 increased the corporate income tax rate from 25.0% to 25.8% effective January 1, 2022.
−Removed: The changes to the enacted corporate tax rate in the Netherlands have not had a material impact on our consolidated financial statements.
+Added: Effective January 1, 2022, the enacted corporate income tax rate in the Netherlands increased from 25.0% to 25.8%.
+Added: This change did not have a material impact on our consolidated financial statements.
LIBERTY GLOBAL PLC
11 unchanged sentences
Investments 251.8 165.1
−Removed: Debt 180.3 218.6
−Removed: Derivative instruments 145.2 272.3
+Added: Lease liabilities 184.0 58.2
+Added: Debt and interest 175.7 213.3
Property and equipment, net 125.7 135.8
−Removed: Leases 58.2 200.2
+Added: Share-based compensation 84.7 93.6
+Added: Derivative instruments 4.3 145.2
Other future deductible amounts 64.6 81.2
4 unchanged sentences
Intangible assets ( 336.7 ) ( 418.4 )
+Added: ROU assets ( 177.1 ) ( 54.0 )
Property and equipment, net ( 157.6 ) ( 188.9 )
−Removed: Debt ( 159.3 ) ( 182.3 )
−Removed: ( 54.0 ) ( 201.6 )
−Removed: Deferred revenue ( 2.9 ) ( 155.6 )
+Added: Derivative instruments ( 155.3 ) ( 0.8 )
+Added: Debt and interest ( 91.1 ) ( 82.3 )
Other future taxable amounts ( 14.1 ) ( 7.0 )
1 unchanged sentence
Net deferred tax liability $ ( 300.0 ) $ ( 121.1 )
−Removed: Our deferred income tax valuation allowance increased $ 165.7 million in 2021.
−Removed: This increase reflects the net effect of (i) enacted tax law and rate changes, (ii) foreign currency translation adjustments, (iii) a decrease in deferred tax assets, (iv) net tax expense of $ 62.2 million and (v) other individually insignificant items.
+Added: Our deferred income tax valuation allowance decreased $ 158.1 million in 2022.
+Added: This decrease reflects the net effect of (i) expiration of net operating losses, (ii) foreign currency translation adjustments, (iii) net tax expense of $ 39.0 million and (iv) other individually insignificant items.
LIBERTY GLOBAL PLC
7 unchanged sentences
Belgium 1,099.0 274.7 Indefinite
−Removed: Luxembourg 933.0 243.4 Various
618.0 154.5 Indefinite
+Added: Luxembourg 537.3 146.1 Various
Ireland 432.0 54.3 Indefinite
12 unchanged sentences
We have accounted for the effect of these taxes based on what we believe is reasonably expected to apply to us and our subsidiaries based on tax laws currently in effect and reasonable interpretations of these laws.
+Added: On August 16, 2022, the Inflation Reduction Act was signed into law in the U.S.
+Added: Although this legislation does not increase the U.S.
+Added: corporate income tax rate, it includes, among other provisions, a new corporate alternative minimum tax (CAMT) on “adjusted financial statement income” that is effective for tax years beginning after December 31, 2022.
+Added: We do not currently anticipate that the CAMT will have a material impact on our consolidated financial statements, although we will continue to monitor additional guidance as it is issued to assess the impact to our tax position.
+Added: We will disregard our CAMT status when evaluating our deferred tax assets under the regular U.S.
We and our subsidiaries file consolidated and standalone income tax returns in various jurisdictions.
13 unchanged sentences
Reductions for tax positions of prior years ( 11.2 ) ( 170.0 ) ( 361.5 )
−Removed: Additions based on tax positions related to the current year 14.3 290.6 1.7
−Removed: Additions for tax positions of prior years 12.9 134.1 1.8
Foreign currency translation ( 2.3 ) ( 8.7 ) 15.5
+Added: Additions based on tax positions related to the current year 1.7 14.3 290.6
Lapse of statute of limitations ( 0.1 ) ( 3.9 ) ( 2.7 )
+Added: Additions for tax positions of prior years — 12.9 134.1
Reduction related to the held for sale group — — ( 131.8 )
5 unchanged sentences
No assurance can be given as to the nature or impact of any changes in our unrecognized tax positions during 2023.
−Removed: During 2021, 2020 and 2019, the income tax expense of our continuing operations included net income tax expense of $ 25.7 million, $ 26.3 million and $ 22.4 million, respectively, representing the net accrual of interest and penalties during the period.
+Added: During 2022, 2021 and 2020, the income tax expense of our continuing operations included $ 38.4 million, $ 25.7 million and $ 26.3 million, respectively, representing the net accrual of interest and penalties during the period.
At December 31, 2022, our other long-term liabilities included accrued interest and penalties of $ 203.3 million.
+Added: On October 7, 2022, the U.S.
+Added: Department of Justice filed suit against Liberty Global, Inc.
+Added: (LGI), a wholly owned U.S.
+Added: subsidiary of Liberty Global, in the U.S.
+Added: District Court of Colorado for unpaid federal income taxes and penalties for the 2018 tax year of approximately $ 284 million.
+Added: This action by the U.S.
+Added: Department of Justice is related to the November 2020 complaint filed by LGI in the District Court of Colorado seeking a refund of approximately $ 110 million of taxes, penalties and interest associated with the application of certain temporary Treasury regulations issued in June 2019.
+Added: No amounts have been accrued by LGI with respect to this matter.
+Added: We will vigorously defend this matter and continue to actively pursue our claim for refund.
Capitalization
11 unchanged sentences
Options 608,258 2,465,294
−Removed: SARs 21,077,203 49,605,813
−Removed: RSUs 2,625,839 5,250,912
+Added: 21,183,640 49,778,158
+Added: 1,984,663 3,968,778
PSUs and PSARs
+Added: 3,281,811 6,417,033
Subject to any preferential rights of any outstanding class of our preference shares, the holders of our ordinary shares are entitled to dividends as may be declared from time to time by our board of directors from funds available therefore.
14 unchanged sentences
Our share repurchase programs may be suspended or discontinued at any time.
−Removed: In July 2021, our board of directors approved a new share repurchase program pursuant to which we are authorized to repurchase 10 % of our shares during each of 2022 and 2023, based on the total number of our outstanding shares as of the beginning of each respective year.
−Removed: As determined by our total number of outstanding shares as of December 31, 2021, we are authorized to repurchase 52.75 million of our Class A and/or Class C ordinary shares during 2022.
+Added: In July 2021, our board of directors approved a share repurchase program pursuant to which we are authorized to repurchase 10 % of our shares during each of 2022 and 2023, based on the total number of our outstanding shares as of the beginning of each respective year.
+Added: As determined by our total number of outstanding shares as of December 31, 2022, we are authorized to repurchase approximately 45.9 million of our Class A and/or Class C ordinary shares during 2023.
Based on the respective closing share prices as of December 30, 2022, this would equate to total share repurchases during 2023 of approximately $ 0.9 billion.
12 unchanged sentences
8,445,800 $ 27.31 49,604,048 $ 27.23 $ 1,581.1
−Removed: 2019 (b) 24,348,562 $ 27.61 95,395,291 $ 26.64 $ 3,220.2
1,309,000 $ 22.38 54,473,323 $ 19.15 $ 1,072.3
+Added: _______________
(a) Includes direct acquisition costs, where applicable.
−Removed: (b) Includes repurchases made pursuant to modified Dutch auction cash tenders, comprising 24,002,262 shares of our Class A ordinary shares at a price per share of $ 27.50 and 75,420,009 shares of our Class C ordinary shares at a price per share of $ 27.00 , for an aggregate purchase price of $ 2.7 billion, including direct acquisition costs.
Subsidiary Distributions
15 unchanged sentences
Liberty Global:
−Removed: Performance-based incentive awards (a) $ 59.6 $ 127.4 $ 134.5
−Removed: Non-performance based incentive awards (b) 168.6 134.1 107.6
+Added: Non-performance based incentive awards (a) $ 133.5 $ 168.6 $ 134.1
+Added: Performance-based incentive awards (b) 7.1 59.6 127.4
Other (c) 30.8 33.6 46.2
Total Liberty Global
+Added: 171.4 261.8 307.7
Telenet share-based incentive awards (d) 10.9 35.1 35.5
5 unchanged sentences
$ 192.1 $ 308.1 $ 348.0
−Removed: (a) Includes share-based compensation expense related to (i) PSUs, (ii) our 2019 CEO Performance Award and (iii) our 2019 Challenge Performance Awards, each as defined and described below.
−Removed: (b) In 2019, we changed our policy to provide that all new equity grants would have ten-year contractual terms in order to more closely align with common market practice.
−Removed: In April 2021, with respect to 2014 and 2015 grants, and in April 2020, with respect to 2013 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.
+Added: _______________
+Added: (a) In April 2021, with respect to 2014 and 2015 grants, and in April 2020, with respect to 2013 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 and $ 18.9 million during 2021 and 2020, respectively.
−Removed: The 2019 amount includes share-based compensation expense related to the RSAs issued under the 2019 CEO Performance Award, as defined and described below.
+Added: (b) Includes share-based compensation expense related to (i) our 2019 Challenge Performance Awards and (ii) in the 2021 and 2020 periods, PSUs and our 2019 CEO Performance Award, each as defined and described below.
(c) Represents annual incentive compensation and defined contribution plan liabilities that have been or are expected to be settled with Liberty Global ordinary shares.
1 unchanged sentence
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.
+Added: In addition, the 2022 and 2021 amounts include compensation expense related to the 2022 and 2021 Ventures Incentive Plans, each as defined and described below.
(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.
7 unchanged sentences
2022 2021 2020
−Removed: Assumptions used to estimate fair value of options, SARs and PSARs granted:
+Added: Assumptions used to estimate fair value of options and SARs granted:
Risk-free interest rate 2.27 - 3.09 %
10 unchanged sentences
Options $ 9.90 $ 8.75 $ 5.92
−Removed: SARs $ 6.79 $ 4.19 $ 6.79
−Removed: PSARs (a) (a) $ 6.92
−Removed: RSUs $ 25.69 $ 15.66 $ 24.66
−Removed: RSAs (a) (a) $ 25.29
−Removed: PSUs (a) (a) $ 25.00
+Added: $ 7.50 $ 6.79 $ 4.19
+Added: $ 25.51 $ 25.69 $ 15.66
Total intrinsic value of awards exercised (in millions):
Options $ 0.5 $ 1.4 $ 1.2
−Removed: SARs $ 28.9 (b) $ 13.6
−Removed: PSARs $ 0.1 (b) (b)
+Added: $ 7.0 $ 28.9 (a)
+Added: $ 0.2 $ 0.1 (a)
Cash received from exercise of options (in millions) $ 13.0 $ 8.9 $ 2.2
2 unchanged sentences
_______________
−Removed: (a) There were no grants of this award type made during the indicated period.
−Removed: (b) There were no exercises of this award type made during the indicated period.
+Added: (a) There were no exercises of this award type made during the indicated period.
Share Incentive Plans — Liberty Global Ordinary Shares
2014 Incentive Plans
−Removed: As of December 31, 2021, we are authorized to grant incentive awards under the “ Liberty Global 2014 Incentive Plan ” and the “ Liberty Global 2014 Nonemployee Director Incentive Plan ”.
+Added: As of December 31, 2022, we are authorized to grant incentive awards under the “ Liberty Global 2014 Incentive Plan ” and the “ Liberty Global 2014 Nonemployee Director Incentive Plan ” (collectively, the 2014 Incentive Plans ).
Generally, we may grant non-qualified share options, SARs, PSARs, restricted shares, RSUs, cash awards, performance awards or any combination of the foregoing under either of these incentive plans (collectively, “ awards ”).
3 unchanged sentences
As of December 31, 2022, the Liberty Global 2014 Incentive Plan and the Liberty Global 2014 Nonemployee Director Incentive Plan had 49,782,418 and 7,336,388 ordinary shares available for grant, respectively.
−Removed: LIBERTY GLOBAL PLC
−Removed: Notes to Consolidated Financial Statements — (Continued)
−Removed: December 31, 2021, 2020 and 2019
Awards (other than performance-based awards) under the Liberty Global 2014 Incentive Plan generally (i) vest (a) prior to 2020, 12.5 % on the six-month anniversary of the grant date and then at a rate of 6.25 % each quarter thereafter and (b) commencing in 2020, annually over a three-year period, and (ii) expire (1) prior to 2019, seven years after the grant date and (2) commencing in 2019, 10 years after the grant date.
3 unchanged sentences
These awards may be granted at or above fair value in any class of ordinary shares.
+Added: LIBERTY GLOBAL PLC
+Added: Notes to Consolidated Financial Statements — (Continued)
+Added: December 31, 2022, 2021 and 2020
2022 Ventures Incentive Plan
−Removed: In April 2021, the compensation committee of our board of directors approved a new incentive plan, referred to herein as the “ 2021 Ventures Incentive Plan ”.
+Added: In April 2022, the compensation committee of our board of directors approved the “ 2022 Ventures Incentive Plan ”.
The 2022 Ventures Incentive Plan was provided to executive officers and other key employees and is based on the performance of the Liberty Global Ventures Portfolio (the “ Portfolio ”), which is measured by assessing the fair value of the Portfolio over a three-year period that began on December 31, 2021 and ends on December 31, 2024.
2 unchanged sentences
The compensation committee has the discretion to settle the final payout amount in (i) cash or (ii) Liberty Global Class A and Class C ordinary shares based on the change in the Portfolio’s value.
+Added: Subject to forfeitures, 100 % of each participant’s payout will vest on or around March 15, 2025.
+Added: In order to receive the payout, participants are required to remain employed through the final vesting date.
+Added: The 2022 Ventures Incentive Plan awards are liability classified due to the fact that the final payout under this plan will be denominated in cash and may be settled in a variable number of shares.
+Added: At December 31, 2022, the estimated fair value of the final payout under the 2022 Ventures Incentive Plan was $ 9.7 million.
+Added: 2021 Ventures Incentive Plan
+Added: In April 2021, the compensation committee of our board of directors approved the “ 2021 Ventures Incentive Plan ”.
+Added: The 2021 Ventures Incentive Plan was provided to executive officers and other key employees and is based on the performance of the Portfolio, which is measured by assessing the fair value of the Portfolio over a three-year period that began on December 31, 2020 and ends on December 31, 2023.
+Added: An initial fair value assessment was performed for the Portfolio as of December 31, 2020 by an independent third-party valuation specialist.
+Added: Payout will be denominated in cash and will be assessed at the end of the three-year period using eligible participants’ initial contribution between 10 % and 100 % of their 2021 annual target equity value (which contributed amount is in lieu of their normal annual equity grant).
+Added: The compensation committee has the discretion to settle the final payout amount in (i) cash or (ii) Liberty Global Class A and Class C ordinary shares based on the change in the Portfolio’s value.
Subject to forfeitures, 100 % of each participant’s payout will vest on March 31, 2024.
−Removed: In order to receive the payout, participants are required to remain employed through the vesting date.
+Added: In order to receive the payout, participants are required to remain employed through the final vesting date.
The 2021 Ventures Incentive Plan awards are liability classified due to the fact that the final payout under this plan will be denominated in cash and may be settled in a variable number of shares.
10 unchanged sentences
The performance criteria for the 2019 Challenge Performance Awards is based on the participant’s performance and achievement of individual goals during the three-year period ended December 31, 2021.
−Removed: Subject to forfeitures, the satisfaction of performance conditions and certain other terms, 100 % of each participant’s 2019 Challenge Performance Awards will vest on March 7, 2022.
−Removed: The PSARs have a term of ten years and base prices equal to the respective market closing prices of the applicable class on the grant date.
+Added: Subject to forfeitures, the satisfaction of performance conditions and certain other terms, 100 % of each participant’s 2019 Challenge
LIBERTY GLOBAL PLC
1 unchanged sentence
December 31, 2022, 2021 and 2020
+Added: Performance Awards were earned and vested on March 7, 2022.
+Added: The PSARs have a term of ten years and base prices equal to the respective market closing prices of the applicable class on the grant date.
Liberty Global PSUs
7 unchanged sentences
The target Adjusted EBITDA CAGR for the 2018 PSUs was determined on October 26, 2018 and, accordingly, associated compensation expense was recognized prospectively from that date.
−Removed: In February 2016, the compensation committee of our board of directors approved the grant of PSUs to executive officers and key employees (the 2016 PSUs ) pursuant to a performance plan that was based on the achievement of a specified Adjusted EBITDA CAGR during the three-year period ended December 31, 2018.
−Removed: The 2016 PSUs, as adjusted through the 2017 Award Modification, required delivery of an Adjusted EBITDA CAGR of 6.0 % during the three-year performance period for Liberty Global or Liberty Latin America Ltd.
−Removed: depending on the respective class of shares underlying the award.
−Removed: Participants earned 82.3 % of their targeted awards under the 2016 PSUs, which vested 50 % on each of April 1, 2019 and October 1, 2019.
Share-based Award Activity — Liberty Global Ordinary Shares
8 unchanged sentences
Outstanding at January 1, 2022
+Added: 580,518 $ 30.38
Granted 50,121 22.04
1 unchanged sentence
Exercised ( 11,934 ) 19.28
−Removed: Impact of dispositions ( 15,415 ) 17.69
Outstanding at December 31, 2022
+Added: 608,258 $ 30.02 3.7 $ —
Exercisable at December 31, 2022
+Added: 510,074 $ 31.25 2.7 $ —
LIBERTY GLOBAL PLC
7 unchanged sentences
Outstanding at January 1, 2022
+Added: 2,244,752 $ 25.76
Granted 297,787 25.32
1 unchanged sentence
Exercised ( 54,320 ) 20.46
−Removed: Impact of dispositions ( 821,877 ) 23.93
Outstanding at December 31, 2022
+Added: 2,465,294 $ 25.84 5.2 $ 1.7
Exercisable at December 31, 2022
−Removed: SARs — Class A ordinary shares Number of awards Weighted
+Added: 1,787,439 $ 26.75 4.0 $ 1.1
+Added: SARs — Class A ordinary shares
+Added: Number of awards Weighted
base price Weighted
3 unchanged sentences
Outstanding at January 1, 2022
+Added: 21,077,203 $ 27.05
Granted 1,481,151 25.79
1 unchanged sentence
Exercised ( 300,588 ) 17.37
−Removed: Impact of dispositions ( 521,873 ) 27.66
+Added: Impact of the sale of UPC Poland
+Added: ( 48,440 ) 28.20
Outstanding at December 31, 2022
+Added: 21,183,640 $ 26.98 4.9 $ 10.2
Exercisable at December 31, 2022
−Removed: SARs — Class C ordinary shares Number of awards Weighted
+Added: 14,135,730 $ 28.52 3.3 $ 6.3
+Added: SARs — Class C ordinary shares
+Added: Number of awards Weighted
base price Weighted
3 unchanged sentences
Outstanding at January 1, 2022
+Added: 49,605,813 $ 26.18
Granted 2,962,302 26.26
1 unchanged sentence
Exercised ( 675,795 ) 17.24
−Removed: Impact of dispositions ( 1,050,350 ) 26.79
+Added: Impact of the sale of UPC Poland
+Added: ( 91,011 ) 27.60
Outstanding at December 31, 2022
+Added: 49,778,158 $ 26.20 5.1 $ 30.3
Exercisable at December 31, 2022
+Added: 30,354,881 $ 27.45 3.1 $ 18.7
LIBERTY GLOBAL PLC
1 unchanged sentence
December 31, 2022, 2021 and 2020
−Removed: PSARs — Class A ordinary shares Number of awards Weighted
+Added: PSARs — Class A ordinary shares
+Added: Number of awards Weighted
base price Weighted
3 unchanged sentences
Outstanding at January 1, 2022
+Added: 3,352,572 $ 25.97
Forfeited ( 56,710 ) 25.97
Exercised ( 591 ) 25.97
−Removed: Impact of dispositions ( 102,530 ) 25.97
+Added: Impact of the sale of UPC Poland
+Added: ( 13,460 ) 25.97
Outstanding at December 31, 2022
+Added: 3,281,811 $ 25.97 6.2 $ —
Exercisable at December 31, 2022
−Removed: PSARs — Class C ordinary shares Number of awards Weighted
+Added: 3,281,811 $ 25.97 6.2 $ —
+Added: PSARs — Class C ordinary shares
+Added: Number of awards Weighted
base price Weighted
3 unchanged sentences
Outstanding at January 1, 2022
+Added: 6,705,149 $ 25.22
Forfeited ( 107,513 ) 25.22
Exercised ( 153,683 ) 25.22
−Removed: Impact of dispositions ( 205,059 ) 25.22
+Added: Impact of the sale of UPC Poland
+Added: ( 26,920 ) 25.22
Outstanding at December 31, 2022
+Added: 6,417,033 $ 25.22 6.2 $ —
Exercisable at December 31, 2022
−Removed: RSUs — Class A ordinary shares Number of awards Weighted
+Added: 6,417,033 $ 25.22 6.2 $ —
+Added: RSUs — Class A ordinary shares
+Added: Number of awards Weighted
per share Weighted
Outstanding at January 1, 2022
+Added: 2,625,839 $ 21.16
Granted 1,018,770 25.21
1 unchanged sentence
Released from restrictions ( 1,503,607 ) 21.38
−Removed: Impact of dispositions ( 62,545 ) 21.34
+Added: Impact of the sale of UPC Poland
+Added: ( 758 ) 22.04
Outstanding at December 31, 2022
+Added: 1,984,663 $ 22.92 1.3
LIBERTY GLOBAL PLC
1 unchanged sentence
December 31, 2022, 2021 and 2020
−Removed: RSUs — Class C ordinary shares Number of awards Weighted
+Added: RSUs — Class B ordinary shares
+Added: Number of awards Weighted
per share Weighted
1 unchanged sentence
Granted 71,051 24.46
−Removed: Forfeited ( 415,081 ) 19.93
Released from restrictions ( 63,161 ) 24.36
−Removed: Impact of dispositions ( 125,021 ) 20.60
Outstanding at December 31, 2022
−Removed: PSUs — Class A ordinary shares Number of awards Weighted
+Added: 7,890 $ 25.24 0.2
+Added: RSUs — Class C ordinary shares Number of awards Weighted
per share Weighted
Outstanding at January 1, 2022
+Added: 5,250,912 $ 20.63
+Added: Granted 2,037,538 25.69
Forfeited ( 310,642 ) 22.85
Released from restrictions ( 3,007,514 ) 21.02
−Removed: Impact of dispositions ( 24,536 ) 25.97
+Added: Impact of the sale of UPC Poland
+Added: ( 1,516 ) 23.19
Outstanding at December 31, 2022
−Removed: PSUs — Class B ordinary shares Number of awards Weighted
+Added: 3,968,778 $ 22.75 1.3
+Added: PSUs — Class A ordinary shares
+Added: Number of awards Weighted
per share Weighted
Outstanding at January 1, 2022
+Added: 933,511 $ 25.97
+Added: Forfeited ( 2,929 ) 25.97
Released from restrictions ( 930,582 ) 25.97
Outstanding at December 31, 2022
−Removed: PSUs — Class C ordinary shares Number of awards Weighted
+Added: PSUs — Class C ordinary shares
+Added: Number of awards Weighted
per share Weighted
Outstanding at January 1, 2022
+Added: 1,867,022 $ 25.22
Forfeited ( 5,856 ) 25.22
Released from restrictions ( 1,861,166 ) 25.22
−Removed: Impact of dispositions ( 49,072 ) 25.22
Outstanding at December 31, 2022
4 unchanged sentences
The following tables summarize the share-based awards held by former employees of Liberty Global subsequent to certain split-off or disposal transactions.
−Removed: Although we do not recognize share-based compensation expense with respect to these awards, any future exercises of SARs or vesting of RSUs and PSUs will increase the number of our outstanding ordinary shares.
+Added: Any future exercises of SARs or PSARs, or vesting of RSUs will increase the number of our outstanding ordinary shares.
Number of awards Weighted average exercise or base price Weighted average remaining contractual term Aggregate intrinsic value
6 unchanged sentences
Number of awards Weighted average grant-date fair value per share Weighted average remaining contractual term
−Removed: Outstanding RSUs and PSUs:
−Removed: 62,558 $ 21.34 1.9
−Removed: 24,536 $ 25.97 0.2
−Removed: 125,046 $ 20.60 1.9
−Removed: 49,072 $ 25.22 0.2
+Added: Outstanding RSUs:
+Added: Class A 32,581 $ 23.27 0.9
+Added: Class C 66,370 $ 22.78 0.9
LIBERTY GLOBAL PLC
14 unchanged sentences
Our net periodic pension cost was $ 1.8 million, $ 10.9 million and $ 14.8 million during 2022, 2021 and 2020, respectively, including $ 39.6 million, $ 57.4 million and $ 33.4 million, respectively, representing the service cost component.
−Removed: These amounts exclude aggregate curtailment gains of $ 7.5 million, nil and $ 1.4 million, respectively, which are included in impairment, restructuring and other operating items, net, in our consolidated statements of operations.
+Added: These amounts exclude aggregate curtailment gains of $ 4.0 million, $ 7.5 million and nil , respectively, which are included in impairment, restructuring and other operating items, net, in our consolidated statements of operations.
During 2022, our subsidiaries’ contributions to their respective defined benefit plans aggregated $ 42.7 million.
3 unchanged sentences
The changes in the components of accumulated other comprehensive earnings, net of taxes, are summarized as follows:
−Removed: Liberty Global shareholders Total
−Removed: comprehensive
−Removed: adjustments Pension-
−Removed: related adjustments and other Accumulated
−Removed: comprehensive
−Removed: earnings Noncontrolling
+Added: Liberty Global shareholders
+Added: Total accumulated other comprehensive earnings
+Added: Foreign currency translation adjustments Pension-related adjustments and other Accumulated other comprehensive earnings Noncontrolling interests
Balance at January 1, 2020 $ 1,209.6 $ ( 96.9 ) $ 1,112.7 $ ( 2.8 ) $ 1,109.9
3 unchanged sentences
Balance at December 31, 2021 3,880.0 12.2 3,892.2 ( 1.0 ) 3,891.2
−Removed: Other comprehensive earnings 70.7 128.4 199.1 1.2 200.3
+Added: Other comprehensive loss ( 3,259.2 ) ( 119.6 ) ( 3,378.8 ) 2.2 ( 3,376.6 )
Balance at December 31, 2022 $ 620.8 $ ( 107.4 ) $ 513.4 $ 1.2 $ 514.6
2 unchanged sentences
December 31, 2022, 2021 and 2020
−Removed: The components of other comprehensive earnings, net of taxes, are reflected in our consolidated statements of comprehensive earnings.
+Added: The components of other comprehensive earnings (loss), net of taxes, are reflected in our consolidated statements of comprehensive earnings (loss).
The following table summarizes the tax effects related to each component of other comprehensive earnings, net of amounts reclassified to our consolidated statements of operations:
2 unchanged sentences
Year ended December 31, 2022:
−Removed: Foreign currency translation adjustments (a) $ 129.4 $ 1.2 $ 130.6
+Added: Foreign currency translation adjustments $ ( 3,216.1 ) $ 1.3 $ ( 3,214.8 )
Pension-related adjustments and other ( 113.3 ) ( 4.1 ) ( 117.4 )
−Removed: Other comprehensive earnings from continuing operations 269.3 ( 9.1 ) 260.2
−Removed: Other comprehensive loss from discontinued operations ( 59.9 ) — ( 59.9 )
−Removed: Other comprehensive earnings 209.4 ( 9.1 ) 200.3
+Added: Other comprehensive loss from continuing operations ( 3,329.4 ) ( 2.8 ) ( 3,332.2 )
+Added: Other comprehensive loss from discontinued operations (a) ( 44.4 ) — ( 44.4 )
+Added: Other comprehensive loss ( 3,373.8 ) ( 2.8 ) ( 3,376.6 )
Other comprehensive earnings attributable to noncontrolling interests (b) ( 2.9 ) 0.7 ( 2.2 )
−Removed: Other comprehensive earnings attributable to Liberty Global shareholders $ 207.8 $ ( 8.7 ) $ 199.1
+Added: Other comprehensive loss attributable to Liberty Global shareholders
+Added: $ ( 3,376.7 ) $ ( 2.1 ) $ ( 3,378.8 )
Year ended December 31, 2021:
−Removed: Foreign currency translation adjustments $ 2,586.4 $ ( 0.2 ) $ 2,586.2
+Added: Foreign currency translation adjustments (a) $ 129.4 $ 1.2 $ 130.6
Pension-related adjustments and other 139.9 ( 10.3 ) 129.6
Other comprehensive earnings from continuing operations 269.3 ( 9.1 ) 260.2
−Removed: Other comprehensive earnings from discontinued operations 13.5 — 13.5
+Added: Other comprehensive loss from discontinued operations ( 59.9 ) — ( 59.9 )
Other comprehensive earnings 209.4 ( 9.1 ) 200.3
1 unchanged sentence
Other comprehensive earnings attributable to Liberty Global shareholders
+Added: $ 207.8 $ ( 8.7 ) $ 199.1
Year ended December 31, 2020:
2 unchanged sentences
Other comprehensive earnings from continuing operations 2,563.9 3.6 2,567.5
−Removed: Other comprehensive earnings from discontinued operations (a) 51.6 ( 0.1 ) 51.5
+Added: Other comprehensive earnings from discontinued operations 13.5 — 13.5
Other comprehensive earnings 2,577.4 3.6 2,581.0
2 unchanged sentences
$ 2,576.5 $ 3.9 $ 2,580.4
+Added: _______________
(a) For additional information regarding the reclassification of foreign currency translation adjustments included in net earnings (loss), see note 6.
4 unchanged sentences
(18) Commitments and Contingencies
−Removed: In the normal course of business, we enter into agreements that commit our company to make cash payments in future periods with respect to network and connectivity commitments, purchases of customer premises and other equipment and services, programming contracts and other items.
+Added: In the normal course of business, we enter into agreements that commit our company to make cash payments in future periods with respect to network and connectivity commitments, purchases of CPE and other equipment and services, programming contracts and other items.
The following table sets forth the U.S.
9 unchanged sentences
$ 1,111.0 $ 606.2 $ 424.8 $ 253.8 $ 120.7 $ 944.9 $ 3,461.4
−Removed: Network and connectivity commitments primarily include Telenet’s commitments for certain operating costs associated with its leased network.
+Added: Network and connectivity commitments include (i) Telenet’s commitments for certain operating costs associated with its leased network and (ii) certain network capacity arrangements in Switzerland.
Telenet’s commitments for certain operating costs are subject to adjustment based on changes in the network operating costs incurred by Telenet with respect to its own networks.
These potential adjustments are not subject to reasonable estimation and, therefore, are not included in the above table.
−Removed: Purchase commitments include unconditional and legally binding obligations related to (i) the purchase of customer premises, network and other equipment and (ii) certain service-related commitments, including call center, information technology and maintenance services.
+Added: Purchase commitments include unconditional and legally binding obligations related to (i) certain service-related commitments, including information technology, maintenance and call center services and (ii) the purchase of CPE, network and other equipment.
Programming commitments consist of obligations associated with certain of our programming, studio output and sports rights contracts that are enforceable and legally binding on us as we have agreed to pay minimum fees without regard to (i) the actual number of subscribers to the programming services, (ii) whether we terminate service to a portion of our subscribers or dispose of a portion of our distribution systems or (iii) whether we discontinue our premium sports services.
2 unchanged sentences
Historically, payments to programming vendors have represented a significant portion of our operating costs, and we expect this will continue to be the case in future periods.
−Removed: In this regard, our total programming and copyright costs (including amounts related to the U.K.
−Removed: JV Entities through the closing of the U.K.
−Removed: JV Transaction) aggregated $ 1,123.2 million, $ 1,629.3 million and $ 1,612.5 million during 2021, 2020 and 2019, respectively.
+Added: In this regard, our total programming and copyright costs aggregated $ 511.3 million, $ 1,123.2 million and $ 1,629.3 million (including amounts related to the U.K.
+Added: JV Entities through the June 1, 2021 closing of the U.K.
+Added: JV Transaction) during 2022, 2021 and 2020, respectively.
+Added: Other commitments include (i) our share of the funding commitment associated with a newly-formed infrastructure joint venture in the U.K.
+Added: (the nexfibre JV ) and (ii) various sports sponsorships.
In addition to the commitments set forth in the table above, we have significant commitments under (i) derivative instruments and (ii) defined benefit plans and similar agreements, pursuant to which we expect to make payments in future periods.
1 unchanged sentence
For information regarding our defined benefit plans, see note 16.
−Removed: We also have commitments pursuant to agreements with, and obligations imposed by, franchise authorities and municipalities, which may include obligations in certain markets to move aerial cable to underground ducts or to upgrade, rebuild or extend portions of our broadband communication systems.
−Removed: Such amounts are not included in the above table because they are not fixed or determinable.
−Removed: We have established various defined contribution benefit plans for our and our subsidiaries’ employees.
−Removed: Our aggregate expense for matching contributions under the various defined contribution employee benefit plans (including amounts related to
+Added: We also have commitments pursuant to agreements with, and obligations imposed by, franchise authorities and municipalities, which may include obligations in certain markets to move aerial cable to underground ducts or to upgrade,
LIBERTY GLOBAL PLC
1 unchanged sentence
December 31, 2022, 2021 and 2020
+Added: rebuild or extend portions of our broadband communication systems.
+Added: Such amounts are not included in the above table because they are not fixed or determinable.
+Added: We have established various defined contribution benefit plans for our and our subsidiaries’ employees.
+Added: Our aggregate expense for matching contributions under the various defined contribution employee benefit plans was $ 22.2 million, $ 30.1 million and $ 44.8 million (including amounts related to the U.K.
JV Entities through the closing of the U.K.
−Removed: JV Transaction) was $ 30.1 million, $ 44.8 million and $ 42.6 million during 2021, 2020 and 2019, respectively.
+Added: JV Transaction) during 2022, 2021 and 2020, respectively.
Guarantees and Other Credit Enhancements
28 unchanged sentences
In addition, Unitymedia sought the return of similarly calculated overpayments from 2009 through the ultimate settlement date, plus accrued interest.
−Removed: In October 2016, the first instance court dismissed this action, and in March 2018, the court of appeal dismissed Unitymedia’s appeal of the first instance court’s decision and did not grant permission to appeal further to the Federal Court of Justice.
−Removed: Unitymedia has filed a motion with the Federal Court of Justice to grant permission to appeal.
+Added: In October 2016, the first instance court dismissed this action, and in March 2018, the court of appeal dismissed Unitymedia’s appeal of the first instance court’s decision.
+Added: Unitymedia has since successfully appealed the case to the Federal Court of Justice, and proceedings continue before the German courts.
The resolution of this matter may take several years and no assurance can be given that Unitymedia’s claims will be successful.
−Removed: In connection with our sale of the Vodafone Disposal Group in 2019, we will only share in 50 % of any amounts recovered, plus 50 % of the net present value of certain cost savings in future periods that are attributable to the favorable resolution of this matter, less 50 % of associated legal or other third-party fees paid post-completion of the sale of the Vodafone Disposal Group.
−Removed: Any amount we may recover related to this matter will not be reflected in our consolidated financial statements until such time as the final disposition of this matter has been reached.
LIBERTY GLOBAL PLC
1 unchanged sentence
December 31, 2022, 2021 and 2020
+Added: connection with our sale of our former operations in Germany, Romania, Hungary and the Czech Republic to Vodafone (the Vodafone Disposal Group ) in 2019, we will only share in 50 % of any amounts recovered, plus 50 % of the net present value of certain cost savings in future periods that are attributable to the favorable resolution of this matter, less 50 % of associated legal or other third-party fees paid post-completion of the sale of the Vodafone Disposal Group.
+Added: Any amount we may recover related to this matter will not be reflected in our consolidated financial statements until such time as the final disposition of this matter has been reached.
Belgium Regulatory Developments.
1 unchanged sentence
The 2018 Decision imposes on Telenet the obligations to (i) provide third-party operators with access to the digital television platform (including basic digital video and analog video) and (ii) make available to third-party operators a bitstream offer of broadband internet access (including fixed-line telephony as an option).
−Removed: Unlike prior decisions, the 2018 Decision no longer applies “retail minus” pricing on Telenet;
−Removed: however, as of August 1, 2018, this decision imposed a 17 % interim price reduction in monthly wholesale cable access prices.
−Removed: On July 5, 2019, the Belgium Regulatory Authorities published for consultation a draft decision regarding “reasonable access tariffs” that would replace the interim prices.
−Removed: On May 26, 2020, the Belgium Regulatory Authorities adopted a final decision regarding the “reasonable access tariffs” (the 2020 Decision ) that represents, for example, a decrease of 11.5 % as compared to the interim rates for a 100 Mbps offer combined with TV.
−Removed: These rates are expected to evolve over time due to, among other reasons, broadband capacity usage.
−Removed: The 2020 Decision became effective on July 1, 2020.
+Added: On May 26, 2020, the Belgium Regulatory Authorities adopted a final decision regarding the “reasonable access tariffs” (the 2020 Decision ) that became effective on July 1, 2020.
+Added: Telenet appealed the 2018 Decision, which was rejected by the Brussels Court of Appeal on September 4, 2019.
The 2020 Decision aims to, and in its application may, strengthen Telenet’s competitors by granting them resale access to Telenet’s network to offer competing products and services notwithstanding Telenet’s substantial historical financial outlays in developing the infrastructure.
1 unchanged sentence
The extent of any such adverse impacts ultimately will be dependent on the extent that competitors take advantage of the resale access afforded to Telenet’s network, the rates that Telenet receives for such access and other competitive factors or market developments.
−Removed: Telenet considers the 2018 Decision to be inconsistent with the principle of technology-neutral regulation and the European Single Market Strategy to stimulate further investments in broadband networks.
−Removed: Telenet challenged the 2018 Decision in the Court of Appeal of Brussels and also initiated an action in the European Court of Justice against the European Commission’s decision not to challenge the 2018 Decision.
−Removed: The proceedings before the European Court of Justice have been withdrawn by Telenet in order to avoid undue delays in the Court of Appeal case.
−Removed: In a decision issued on September 4, 2019, the Court of Appeal of Brussels upheld the 2018 Decision.
UPC Austria Matter .
On July 31, 2018, we completed the sale of our Austrian operations, “ UPC Austria ,” to Deutsche Telekom AG ( Deutsche Telekom ).
−Removed: In October 2019, we received notification under the terms of the relevant acquisition agreements from Deutsche Telekom and its subsidiary, T-Mobile Austria Holding GmbH, (together, the UPC Austria Sale Counterparties ), asserting claims of € 70.5 million ($ 80.3 million).
−Removed: The value of the amounts claimed by the UPC Austria Sale Counterparties has since increased to € 106.2 million ($ 120.9 million), plus interest.
−Removed: No amounts have been accrued by our company with respect to this matter as the likelihood of loss is not considered to be probable at this stage.
−Removed: We are unable to provide any meaningful estimate of a possible range of loss because, among other reasons, (i) we believe the assertions are unsupported and/or exaggerated and (ii) there are significant factual matters to be resolved.
+Added: In October 2019, we received notification under the terms of the relevant acquisition agreements from Deutsche Telekom and its subsidiary, T-Mobile Austria Holding GmbH, (together, the UPC Austria Sale Counterparties ), asserting claims that totaled € 126.3 million ($ 135.3 million), plus interest, as of June 30, 2022.
+Added: In July 2022, we agreed with the UPC Austria Sale Counterparties to resolve the matter, the terms of which were not material to us and were accrued in our consolidated financial statements during the second quarter of 2022.
+Added: Swisscom MVNO Matter.
+Added: On December 8, 2017, one of our subsidiaries, UPC Schweiz GmbH, entered into an MVNO agreement with Swisscom (Schweiz) AG ( Swisscom ), as subsequently amended (the Swisscom MVNO ), for the provision of mobile network services to certain of Sunrise’s end customers.
+Added: Swisscom has claimed that UPC Schweiz GmbH is in breach of the Swisscom MVNO, and in May 2022, Swisscom initiated a debt collection proceeding against Sunrise, claiming approximately CHF 90 million ($ 98 million) in damages.
+Added: Swisscom then filed a formal lawsuit against Sunrise on January 11, 2023, in relation to this matter.
+Added: We believe the assertions in this claim are unsupported by the terms of the Swisscom MVNO.
+Added: As such, no amounts have been accrued by us with respect to this matter, as the likelihood of loss is not considered to be probable at this stage.
We intend to vigorously defend this matter.
10 unchanged sentences
Regulation, including conditions imposed on us by competition or other authorities as a requirement to close acquisitions or dispositions, could limit growth, revenue and the number and types of services offered and could lead to increased operating costs and property and equipment additions.
−Removed: Regulation may also restrict our operations and subject them to further competitive pressure, including pricing restrictions, interconnect and other access obligations and restrictions or controls on content, including content provided by third parties.
−Removed: Failure to comply with current or future regulation could expose our businesses to various penalties.
+Added: Regulation may also restrict our operations and subject them to further competitive pressure,
LIBERTY GLOBAL PLC
1 unchanged sentence
December 31, 2022, 2021 and 2020
+Added: including pricing restrictions, interconnect and other access obligations and restrictions or controls on content, including content provided by third parties.
+Added: Failure to comply with current or future regulation could expose our businesses to various penalties.
In addition to the foregoing items, we have contingent liabilities related to matters arising in the ordinary course of business, including (i) legal proceedings, (ii) issues involving VAT and wage, property, withholding and other tax issues and (iii) disputes over interconnection, programming, copyright and channel carriage fees.
7 unchanged sentences
Adjusted EBITDA is the primary measure used by our chief operating decision maker to evaluate segment operating performance and is also a key factor that is used by our internal decision makers to (i) determine how to allocate resources to segments and (ii) evaluate the effectiveness of our management for purposes of annual and other incentive compensation plans.
−Removed: As we use the term, “ Adjusted EBITDA ” is defined as earnings (loss) from continuing operations before net income tax benefit (expense), other non-operating income or expenses, net share of results of affiliates, net gains (losses) on extinguishment of debt, net realized and unrealized gains (losses) due to changes in fair values of certain investments and debt, net foreign currency gains (losses), net gains (losses) on derivative instruments, net interest expense, depreciation and amortization, share-based compensation, provisions and provision releases related to significant litigation and impairment, restructuring and other operating items.
+Added: As we use the term, “ Adjusted EBITDA ” is defined as earnings (loss) from continuing operations before net income tax benefit (expense), other non-operating income or expenses, net share of results of affiliates, net gains (losses) on extinguishment of debt, net realized and unrealized gains (losses) due to changes in fair values of certain investments, net foreign currency gains (losses), net gains (losses) on derivative instruments, net interest expense, depreciation and amortization, share-based compensation, provisions and provision releases related to significant litigation and impairment, restructuring and other operating items.
Other operating items include (a) gains and losses on the disposition of long-lived assets, (b) third-party costs directly associated with successful and unsuccessful acquisitions and dispositions, including legal, advisory and due diligence fees, as applicable, and (c) other acquisition-related items, such as gains and losses on the settlement of contingent consideration.
6 unchanged sentences
• VodafoneZiggo JV
−Removed: On September 22, 2021, we entered into an agreement to sell our operations in Poland (see note 6).
−Removed: Accordingly, segment information for all periods has been retrospectively revised to present our operating segment in Poland as a discontinued operation.
−Removed: Previously, our operations in Poland, together with our operations in Slovakia, were included in our former “ Central and Eastern Europe ” reportable segment.
−Removed: As a result of this change, our operations in Slovakia are now included in Central and Other (as defined below and previously referred to as “ Central and Corporate ”) for all periods presented.
−Removed: LIBERTY GLOBAL PLC
−Removed: Notes to Consolidated Financial Statements — (Continued)
−Removed: December 31, 2021, 2020 and 2019
On June 1, 2021, we completed the U.K.
5 unchanged sentences
In connection with the completion of the U.K.
−Removed: JV Transaction, we have restated our segment presentation for all periods to separately present (i) the U.K.
+Added: JV Transaction, we have restated
+Added: LIBERTY GLOBAL PLC
+Added: Notes to Consolidated Financial Statements — (Continued)
+Added: December 31, 2022, 2021 and 2020
+Added: our segment presentation for all periods to separately present (i) the U.K.
JV Entities and (ii) Ireland.
5 unchanged sentences
All of our reportable segments derive their revenue primarily from residential and B2B communications services, including broadband internet, video, fixed-line telephony and mobile services.
−Removed: Our “ Central and Other ” category primarily includes (i) our operations in Slovakia, (ii) services provided to the VMO2 JV, the VodafoneZiggo JV and various third parties related to transitional service agreements, (iii) sales of customer premises equipment to the VodafoneZiggo JV and (iv) certain centralized functions, including billing systems, network operations, technology, marketing, facilities, finance and other administrative functions.
+Added: Our “ Central and Other ” category primarily includes (i) our operations in Slovakia, (ii) services provided to the VMO2 JV, the VodafoneZiggo JV and various third parties related to transitional service agreements, (iii) sales of CPE to the VodafoneZiggo JV and (iv) certain centralized functions, including billing systems, network operations, technology, marketing, facilities, finance and other administrative functions.
We present only the reportable segments of our continuing operations in the tables below.
4 unchanged sentences
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.
−Removed: Our share of the operating results of the VMO2 JV and the VodafoneZiggo JV are included in share of results of affiliates, net, in our consolidated statements of operations.
+Added: Our share of the operating results of the VMO2 JV and the VodafoneZiggo JV is included in share of results of affiliates, net, in our consolidated statements of operations.
Year ended December 31,
1 unchanged sentence
Revenue Adjusted EBITDA Revenue Adjusted EBITDA Revenue Adjusted EBITDA
−Removed: Switzerland $ 3,321.9 $ 1,208.7 $ 1,573.8 $ 693.8 $ 1,258.8 $ 627.9
+Added: $ 3,180.9 $ 1,137.8 $ 3,321.9 $ 1,208.7 $ 1,573.8 $ 693.8
Belgium 2,807.3 1,308.1 3,065.9 1,481.8 2,940.9 1,413.4
2 unchanged sentences
Central and Other
+Added: 722.4 ( 47.0 ) 648.7 ( 33.1 ) 461.9 ( 61.4 )
Intersegment eliminations (b) ( 9.6 ) ( 1.0 ) ( 11.6 ) 1.8 ( 21.8 ) 2.2
3 unchanged sentences
$ 4,284.6 $ 2,018.0 $ 4,824.2 $ 2,265.6 $ 4,565.4 $ 2,142.0
+Added: _______________
(a) Amounts represent the revenue and Adjusted EBITDA of the U.K.
2 unchanged sentences
(b) Amounts relate to transactions between our continuing and discontinued operations.
−Removed: (c) The 2021 amounts represent the revenue and Adjusted EBITDA of the VMO2 JV for the period beginning June 1, 2021.
+Added: (c) The 2021 amount represents the revenue and Adjusted EBITDA of the VMO2 JV for the period beginning June 1, 2021.
LIBERTY GLOBAL PLC
7 unchanged sentences
Other income, net ( 134.4 ) ( 44.9 ) ( 76.2 )
−Removed: Gain on Atlas Edge JV Transactions ( 227.5 ) — —
+Added: Gain on AtlasEdge JV Transactions
+Added: — ( 227.5 ) —
JV Transaction
— ( 10,873.8 ) —
+Added: Gain on Telenet Tower Sale ( 700.5 ) — —
Share of results of affiliates, net
1,267.8 175.4 245.3
−Removed: Losses on debt extinguishment, net
−Removed: 90.6 233.2 216.7
−Removed: Realized and unrealized gains due to changes in fair values of certain investments and debt, net ( 735.0 ) ( 45.2 ) ( 72.0 )
+Added: Losses (gains) on debt extinguishment, net ( 2.8 ) 90.6 233.2
+Added: 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
12 unchanged sentences
2022 2021 2022 2021
−Removed: Switzerland $ 11,533.8 $ 12,258.8 $ 13,812.9 $ 14,659.9
−Removed: Belgium 5,652.3 6,221.7 6,885.7 7,571.1
$ 10,913.0 $ 11,533.8 $ 13,095.6 $ 13,812.9
+Added: Belgium 5,736.5 5,652.3 8,875.0 6,885.7
Ireland 799.1 775.3 1,070.8 894.8
Central and Other
+Added: 717.4 889.1 19,853.6 25,323.6
Total $ 18,166.0 $ 18,850.5 $ 42,895.0 $ 46,917.0
1 unchanged sentence
VodafoneZiggo JV
+Added: $ 17,845.3 $ 19,651.2 $ 20,211.9 $ 21,288.5
LIBERTY GLOBAL PLC
6 unchanged sentences
2022 2021 2020
−Removed: Switzerland $ 609.9 $ 302.8 $ 277.9
+Added: $ 575.7 $ 609.9 $ 302.8
Belgium 616.0 573.5 513.6
2 unchanged sentences
Central and Other (b)
+Added: 259.9 334.3 354.4
Total property and equipment additions 1,588.9 2,169.5 2,603.6
8 unchanged sentences
_______________
−Removed: (a) Represents the property and equipment additions of the U.K.
+Added: (a) Amounts represent the property and equipment additions of the U.K.
JV Entities through the June 1, 2021 closing of the U.K.
27 unchanged sentences
Total B2B revenue
+Added: 1,376.8 1,862.8 1,995.4
Other revenue (e) 942.3 851.2 594.6
7 unchanged sentences
Residential mobile non-subscription revenue includes, among other items, interconnect revenue and revenue from sales of mobile handsets and other devices.
−Removed: (d) B2B subscription revenue represents revenue from (i) services provided to certain small or home office ( SOHO ) subscribers and (ii) mobile services provided to medium and large enterprises.
+Added: (d) B2B subscription revenue represents revenue from (i) services provided to small or home office ( SOHO ) subscribers and (ii) mobile services provided to medium and large enterprises.
SOHO subscribers pay a premium price to receive expanded service levels along with broadband internet, video, fixed-line telephony or mobile services that are the same or similar to the mass marketed products offered to our residential subscribers.
−Removed: 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.
+Added: 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.
LIBERTY GLOBAL PLC
1 unchanged sentence
December 31, 2022, 2021 and 2020
−Removed: (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.
+Added: (e) Other revenue includes, among other items, (i) revenue earned from the U.K.
+Added: 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.
Geographic Segments
2 unchanged sentences
2022 2021 2020
−Removed: Switzerland $ 3,321.9 $ 1,573.8 $ 1,258.8
+Added: $ 3,180.9 $ 3,321.9 $ 1,573.8
Belgium 2,807.3 3,065.9 2,940.9
8 unchanged sentences
$ 4,284.6 $ 4,824.2 $ 4,565.4
−Removed: (a) Represents the revenue of the U.K.
+Added: _______________
+Added: (a) Amounts represent the revenue of the U.K.
JV Entities through the June 1, 2021 closing of the U.K.
3 unchanged sentences
The long-lived assets of our geographic segments are set forth below:
−Removed: Switzerland $ 11,533.8 $ 12,258.8
+Added: $ 10,913.0 $ 11,533.8
Belgium 5,736.5 5,652.3
7 unchanged sentences
$ 17,845.3 $ 19,651.2
−Removed: (a) Primarily relates to certain long-lived assets associated with our Central functions located in the Netherlands, the U.K.
−Removed: LIBERTY GLOBAL PLC
−Removed: Notes to Consolidated Financial Statements — (Continued)
−Removed: December 31, 2021, 2020 and 2019
−Removed: (20) Quarterly Financial Information (Unaudited)
−Removed: in millions, except per share amounts
−Removed: As previously reported $ 3,615.3 $ 3,105.5 $ 1,901.4 $ 1,920.8
−Removed: Effect of discontinued operations (note 6) ( 115.4 ) ( 116.3 ) — —
−Removed: As adjusted $ 3,499.9 $ 2,989.2 $ 1,901.4 $ 1,920.8
−Removed: Operating income:
−Removed: As previously reported $ 625.3 $ 565.5 $ 101.0 $ 80.9
−Removed: Effect of discontinued operations (note 6) ( 24.1 ) ( 28.3 ) — —
−Removed: As adjusted $ 601.2 $ 537.2 $ 101.0 $ 80.9
−Removed: Earnings from continuing operations:
−Removed: As previously reported $ 1,440.3 $ 11,174.5 $ 315.6 $ 638.3
−Removed: Effect of discontinued operations (note 6) ( 17.6 ) ( 23.6 ) — —
−Removed: As adjusted $ 1,422.7 $ 11,150.9 $ 315.6 $ 638.3
−Removed: Earnings from continuing operations attributable to Liberty Global shareholders:
−Removed: As previously reported $ 1,385.4 $ 11,128.2 $ 274.0 $ 597.8
−Removed: Effect of discontinued operations (note 6) ( 17.6 ) ( 23.6 ) — —
−Removed: As adjusted $ 1,367.8 $ 11,104.6 $ 274.0 $ 597.8
−Removed: Net earnings $ 1,440.3 $ 11,174.5 $ 318.7 $ 676.6
−Removed: Net earnings attributable to Liberty Global shareholders $ 1,385.4 $ 11,128.2 $ 277.1 $ 636.1
−Removed: Basic earnings attributable to Liberty Global shareholders per share (note 3):
−Removed: Continuing operations $ 2.38 $ 19.94 $ 0.49 $ 1.11
−Removed: Discontinued operations 0.03 0.04 0.01 0.07
_______________
−Removed: Diluted earnings attributable to Liberty Global shareholders per share (note 3):
−Removed: Continuing operations $ 2.34 $ 19.51 $ 0.48 $ 1.08
−Removed: Discontinued operations 0.03 0.04 0.01 0.07
−Removed: $ 2.37 $ 19.55 $ 0.49 $ 1.15
+Added: (a) Primarily relates to certain long-lived assets associated with our Central functions located in the Netherlands, the U.K.
LIBERTY GLOBAL PLC
1 unchanged sentence
December 31, 2022, 2021 and 2020
−Removed: in millions, except per share amounts
−Removed: As previously reported $ 2,875.8 $ 2,722.9 $ 2,954.5 $ 3,426.9
−Removed: Effect of discontinued operations (note 6) ( 106.7 ) ( 103.7 ) ( 109.1 ) ( 115.2 )
−Removed: As adjusted $ 2,769.1 $ 2,619.2 $ 2,845.4 $ 3,311.7
−Removed: Operating income:
−Removed: As previously reported $ 280.6 $ 526.8 $ 662.1 $ 648.2
−Removed: Effect of discontinued operations (note 6) ( 22.6 ) ( 22.5 ) ( 18.3 ) ( 23.4 )
−Removed: As adjusted $ 258.0 $ 504.3 $ 643.8 $ 624.8
−Removed: Earnings (loss) from continuing operations:
−Removed: As previously reported $ 1,017.7 $ ( 503.8 ) $ ( 973.6 ) $ ( 1,007.0 )
−Removed: Effect of discontinued operations (note 6) ( 10.8 ) ( 19.7 ) ( 12.0 ) ( 15.9 )
−Removed: As adjusted $ 1,006.9 $ ( 523.5 ) $ ( 985.6 ) $ ( 1,022.9 )
−Removed: Earnings (loss) from continuing operations attributable to Liberty Global shareholders:
−Removed: As previously reported $ 949.8 $ ( 524.2 ) $ ( 1,023.1 ) $ ( 1,030.5 )
−Removed: Effect of discontinued operations (note 6) ( 10.8 ) ( 19.7 ) ( 12.0 ) ( 15.9 )
−Removed: As adjusted $ 939.0 $ ( 543.9 ) $ ( 1,035.1 ) $ ( 1,046.4 )
−Removed: Net earnings (loss)
−Removed: $ 1,017.7 $ ( 503.8 ) $ ( 973.6 ) $ ( 1,007.0 )
−Removed: Net earnings (loss) attributable to Liberty Global shareholders
−Removed: $ 949.8 $ ( 524.2 ) $ ( 1,023.1 ) $ ( 1,030.5 )
−Removed: Basic earnings (loss) attributable to Liberty Global shareholders per share (note 3):
−Removed: Continuing operations $ 1.49 $ ( 0.89 ) $ ( 1.75 ) $ ( 1.80 )
−Removed: Discontinued operations 0.02 0.03 0.02 0.03
−Removed: $ 1.51 $ ( 0.86 ) $ ( 1.73 ) $ ( 1.77 )
−Removed: Diluted earnings (loss) attributable to Liberty Global shareholders per share (note 3):
−Removed: Continuing operations $ 1.48 $ ( 0.89 ) $ ( 1.75 ) $ ( 1.80 )
−Removed: Discontinued operations 0.02 0.03 0.02 0.03
−Removed: $ 1.50 $ ( 0.86 ) $ ( 1.73 ) $ ( 1.77 )
+Added: (20) Subsequent Event
+Added: On February 13, 2023, we announced that we acquired a 4.92 % interest in Vodafone, representing 1,335,000,000 Vodafone shares at an average purchase price of £ 0.9195 ($ 1.1151 at the applicable rate) per share.
+Added: The aggregate purchase price of £ 1,227.6 million ($ 1,488.7 million at the applicable rate) was funded with $ 271.3 million of cash on hand and the remainder through a transaction (the Vodafone Collar Transaction ).
+Added: The Vodafone Collar Transaction includes a loan in the amount of $ 1,217.4 million and a collar on the 1,335,000,000 Vodafone shares.
+Added: The Vodafone Collar Transaction allows us to realize a potential gain from an increase in the Vodafone share price up to a cap and hedges our potential loss from a decline of Vodafone’s share price below a floor.
+Added: This is accomplished by call options the counterparty can exercise at the cap price and put options we can exercise at the floor price.
+Added: We will remain subject to changes in the Vodafone share price between the cap and the floor.
+Added: The Vodafone Collar Transaction does not subject us to margin calls or capital calls, is fully collateralized by the Vodafone shares, and is structured such that we will never have a net payment obligation to the counterparty, making the transaction effectively non-recourse to us beyond the Vodafone shares.
+Added: We will retain a portion of the dividends on the Vodafone shares, which we currently expect to be around 28 %, but does vary based on the value of the collar on the ex-dividend date.
+Added: The Vodafone Collar Transaction has settlement dates from July 2025 to December 2026, contains no financial covenants and provides for customary representations and warranties, events of default and certain adjustment and termination events.
The capitalized terms used in Part III of this Annual Report on Form 10-K are defined in the notes to our consolidated financial statements.
9 unchanged sentences
Auditor Firm ID:
−Removed: We intend to file our definitive proxy statement for our 2022 Annual Meeting of Shareholders with the Securities and Exchange Commission on or before May 2, 2022.
+Added: We intend to file our definitive proxy statement for our 2023 Annual Meeting of Shareholders with the Securities and Exchange Commission on or before April 28, 2023.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS
46 unchanged sentences
For further information, see note 15 to our consolidated financial statements.
−Removed: (2) In addition to the option, SAR and PSAR information included in this table, there are outstanding RSU and PSU awards under the various incentive plans with respect to an aggregate of 3,646,444 and 7,292,052, Liberty Global Class A and Liberty Global Class C ordinary shares, respectively.
+Added: (2) In addition to the option, SAR and PSAR information included in this table, there are outstanding RSU awards under the various incentive plans with respect to an aggregate of 2,017,244, 7,890 and 4,035,148, Liberty Global Class A, Liberty Global Class B and Liberty Global Class C ordinary shares, respectively.
(3) The Liberty Global 2014 Incentive Plan permits grants of, or with respect to, Liberty Global Class A, Class B, or Class C ordinary shares subject to a single aggregate limit of 155 million shares (of which no more than 50.25 million shares may consist of Class B shares), subject to anti-dilution adjustments.
4 unchanged sentences
For further information, see note 15 to our consolidated financial statements.
−Removed: (5) On January 30, 2014, our shareholders approved the Liberty Global 2014 Incentive Plan and the Liberty Global 2014 Nonemployee Director Incentive Plan and, accordingly, no further awards will be granted under the Liberty Global 2005 Incentive Plan, the Liberty Global 2005 Director Incentive Plan or the VM Incentive Plan.
+Added: (5) On January 30, 2014, our shareholders approved the 2014 Incentive Plans and, accordingly, no further awards will be granted under the Liberty Global 2005 Incentive Plan, the Liberty Global 2005 Director Incentive Plan or the VM Incentive Plan.
EXHIBITS, FINANCIAL STATEMENT SCHEDULES
4 unchanged sentences
Schedule I - Condensed Financial Information of Registrant (Parent Company Information):
−Removed: Liberty Global plc Condensed Balance Sheets as of December 31, 2021 and 2020 (Parent Company Only) IV- 9
−Removed: Liberty Global plc Condensed Statements of Operations for the years ended December 31, 2021, 2020 and 2019 (Parent Company Only) IV- 10
−Removed: Liberty Global plc Condensed Statements of Cash Flows for the years ended December 31, 2021, 2020 and 2019 (Parent Company Only) IV- 11
+Added: Liberty Global plc Condensed Balance Sheets as of December 31, 2022 and 2021 (Parent Company Only)
+Added: Liberty Global plc Condensed Statements of Operations for the years ended December 31, 2022, 2021 and 2020 (Parent Company Only)
+Added: Liberty Global plc Condensed Statements of Cash Flows for the years ended December 31, 2022, 2021 and 2020 (Parent Company Only)
Schedule II - Valuation and Qualifying Accounts IV- 11
6 unchanged sentences
001-35961)).***
−Removed: 2.3 Transaction Agreement, dated as of August 12, 2 020 between Liberty Global plc and Sunrise Communications Group AG (incorporated by reference to Exhibit 2.1 to the Registrant ’ s Quarterly Report on Form 10-Q filed November 4, 2020 (F ile No.
−Removed: 2.4 S a le and Purchase Agreement, d ated as of September 22, 2021, by and among Liberty Global plc , UPC Poland Holding B.V., P4 sp.z o .o.
+Added: 2.3 Transaction Agreement, dated as of August 12, 2020 between Liberty Global plc and Sunrise Communications Group AG (incorporated by reference to Exhibit 2.1 to the Registrant’s Quarterly Report on Form 10-Q filed November 4, 2020 (File No.
+Added: 2.4 Sale and Purchase Agreement, dated as of September 22, 2021, by and among Liberty Global plc , UPC Poland Holding B.V., P4 sp.z o.o.
and Iliad S.A.
−Removed: (incorporated by reference to Exhibit 2.1 to the Registrant ’ s Current Report on Form 8-K filed September 2 3, 2 02 1 (Fi le No.
+Added: (incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed September 23, 2021 (File No.
001-35961)).***
74 unchanged sentences
as borrower and The Bank of Nova Scotia as facility agent and security agent (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed April 29, 2020 (File No.
+Added: 4.46 Supplemental Deed dated May 23, 2022 between, among others, UPC Broadband Holding B.V.
+Added: as Obligors’ Agent and The Bank of Nova Scotia as Facility Agent and Security Agent and, attached, as a schedule thereto, a copy of the Amended Senior Facilities Agreement dated May 23, 2022 between, among others, UPC Broadband Holding B.V.
+Added: as Borrower and The Bank of Nova Scotia as Facility Agent and Security Agent (Incorporated by reference to Exhibit 4.1 to the Registrant's Current report on Form 8-K filed May 25, 2022 (File No.
The Registrant undertakes to furnish to the Securities and Exchange Commission, upon request, a copy of all instruments with respect to long-term debt not filed herewith.
48 unchanged sentences
10.36+ Form of Performance Restricted Share Units Agreement between Registrant and our Chief Executive Officer under the Incentive Plan (incorporated by reference to Exhibit 10.5 to the November 2019 10-Q).
−Removed: 10.37 Trade Mark Licence, dated as of April 3, 2006, between Virgin Enterprises Limited and NTL Group Limited (incorporated by reference to Exhibit 10.2 to Virgin Media’s Quarterly Report on Form 10-Q filed August 9, 2006 (File No.
−Removed: 10.38 Amendment Letter No.
−Removed: 1, dated February 8, 2007, to the Trade Mark Licence between Virgin Enterprises Limited and Virgin Media Limited dated April 3, 2006 (incorporated by reference to Exhibit 10.5 to Virgin Media’s Quarterly Report on Form 10-Q filed August 8, 2007 (File No.
−Removed: 10.39 Amendment Letter No.
−Removed: 2, dated October 1, 2007, to the Trade Mark Licence between Virgin Enterprises Limited and Virgin Media Limited dated April 3, 2006 (incorporated by reference to Exhibit 10.6 to Virgin Media’s Quarterly Report on Form 10-Q filed November 8, 2007 (File No.
−Removed: 10.40 Trade Mark Licence between Virgin Enterprises Limited and Virgin Media Limited dated December 16, 2009 (incorporated by reference to Exhibit 10.83 to Virgin Media’s Annual Report on Form 10-K filed February 26, 2010 (File No.
10.37 Shareholders’ Agreement, dated December 31, 2016, by and among, Vodafone International Holdings B.V., Vodafone Group Plc, Liberty Global Europe Holding B.V., the Registrant and Lynx Global Europe II B.V.
2 unchanged sentences
and Telefonica O2 Holdings Limited (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed June 4, 2021 (File No.
−Removed: 001-35961) ) .
10.39+ Liberty Global 2020 Long-Term Equity Incentive Program for executive officers under the Incentive Plan (description of said plan is incorporated by reference to the description thereof included in Item 5.02(e) of the Registrant’s Current Report on Form 8-K filed April 3, 2020 (File No.
10.40+ Liberty Global 2021 Long-Term Equity Incentive Program for executive officers under the Company’s 2021 long-term incentive plan (description of said plan is incorporated by reference to the description thereof included in Item 5.02(e) of Registrant’s Current Report on Form 8-K filed April 15, 2021 (File No.
−Removed: 001-35961) ) .
21 -- List of Subsidiaries*
35 unchanged sentences
GREEN Director February 22, 2023
−Removed: RAPLEY Director February 17, 2022
ROMRELL Director February 22, 2023
DAVID WARGO Director February 22, 2023
+Added: /s/ MARISA DREW Director February 22, 2023
+Added: /s/ DANIEL E.
+Added: SANCHEZ Director February 22, 2023
/s/ CHARLES H.R.
23 unchanged sentences
Current portion of notes payable — related-party 12,590.2 11,281.7
−Removed: Current interest payable — related-party 568.8 —
−Removed: Accrued liabilities and other 23.9 11.6
+Added: Other accrued and current liabilities 25.0 23.9
Total current liabilities 12,695.4 11,378.7
27 unchanged sentences
Depreciation and amortization 1.2 1.4 1.4
−Removed: Other operating expenses — — 0.2
Operating loss ( 296.2 ) ( 261.5 ) ( 96.2 )
22 unchanged sentences
Related-party fees and allocations 239.3 182.5 36.0
−Removed: 182.5 36.0 20.6
Depreciation and amortization 1.2 1.4 1.4
−Removed: Other operating expenses — — 0.2
Realized and unrealized gains on derivative instruments, net ( 61.5 ) ( 9.0 ) —
3 unchanged sentences
Receivables and other operating assets 138.5 85.3 ( 135.0 )
−Removed: 85.3 ( 135.0 ) ( 213.7 )
Payables and accruals 654.7 709.9 865.9
−Removed: 709.9 865.9 554.3
Net cash used by operating activities ( 527.4 ) ( 386.8 ) ( 113.2 )
Cash flows from investing activities:
−Removed: Investments in and advances to consolidated subsidiaries, net ( 274.8 ) ( 494.1 ) ( 142.8 )
−Removed: Cash released from (used to fund) the Vodafone Escrow Accounts, net 214.9 104.9 ( 295.2 )
+Added: Net cash received related to derivative instruments 50.0 — —
+Added: Distributions and repayments from (investments in and advances to) consolidated subsidiaries, net 22.4 ( 274.8 ) ( 494.1 )
+Added: Cash released from the Vodafone Escrow Accounts, net
+Added: 6.5 214.9 104.9
Other investing activities, net — ( 0.1 ) ( 0.1 )
−Removed: Net cash used by investing activities ( 60.0 ) ( 389.3 ) ( 438.1 )
+Added: Net cash provided (used) by investing activities 78.9 ( 60.0 ) ( 389.3 )
Cash flows from financing activities:
4 unchanged sentences
Repurchases of Liberty Global ordinary shares
−Removed: Borrowings of third-party debt — — 98.6
−Removed: Proceeds from issuance of Liberty Global shares upon exercise of options 8.9 2.2 2.3
+Added: ( 1,703.4 ) ( 1,580.4 ) ( 1,072.3 )
+Added: Proceeds from the issuance of Liberty Global shares upon exercise of options
Other financing activities, net ( 20.8 ) ( 15.3 ) ( 5.1 )
3 unchanged sentences
Cash and cash equivalents and restricted cash:
−Removed: Beginning of period 38.3 11.9 16.0
−Removed: End of period $ 6.8 $ 38.3 $ 11.9
−Removed: Details of end of period cash and cash equivalents and restricted cash:
+Added: Beginning of year 6.8 38.3 11.9
+Added: End of year $ 6.9 $ 6.8 $ 38.3
+Added: Details of end of year cash and cash equivalents and restricted cash:
Cash and cash equivalents $ 1.8 $ 1.7 $ 33.1
4 unchanged sentences
Allowance for doubtful accounts — Trade receivables
−Removed: Balance at beginning of period Impact of the adoption of ASU 2014-09 Additions to costs and expenses Acquisitions Dispositions Deductions or write-offs Foreign currency translation adjustments Balance at end of
+Added: Balance at beginning of period Impact of adoption of ASU 2014-09 Additions to costs and expenses Acquisitions Dispositions Deductions or write-offs Foreign currency translation adjustments Balance at end of period
Year ended December 31:
3 unchanged sentences
Allowance for doubtful accounts — Loans to affiliates
−Removed: of period Impact of the adoption of ASU 2016-13 Additions to
−Removed: expenses Foreign
−Removed: adjustments Balance at
+Added: Balance at beginning
+Added: of period Impact of adoption of ASU 2016-13 Additions to
+Added: expenses Foreign currency translation adjustments Balance
Year ended December 31:
1 unchanged sentence
$ 38.5 — 1.0 ( 2.3 ) $ 37.2
+Added: $ 37.2 — ( 4.5 ) ( 2.5 ) $ 30.2
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.