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We operate in increasingly competitive markets, and there is a risk that we will not be able to effectively compete with other service providers.
−Removed: The markets for cable television, broadband internet, telephony and mobile services are highly competitive.
+Added: The markets for broadband internet, video, telephony and mobile services are highly competitive.
In the provision of video services, we face competition from FTA and digital terrestrial television ( DTT ) broadcasters, video provided via satellite platforms, networks using DSL, VDSL or vectoring technology, multi-channel multi-point distribution system operators, FTTx networks, OTT video service providers and, in some countries where parts of our systems are overbuilt, cable networks, among others.
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The incumbent telecommunications operators typically dominate the market for these services and have the advantage of nationwide networks and greater resources than we have to devote to the provision of these services.
−Removed: Many of the incumbent operators offer double-play, triple-play and quadruple-play bundles of services.
+Added: Many of the incumbent operators offer double-play, triple-play and quad-play bundles of services.
In many countries, we also compete with other operators using local loop unbundling to provide these services, other facilities-based operators and wireless providers.
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In some of our markets, national and local government agencies may seek to become involved, either directly or indirectly, in the establishment of FTTx networks, DTT systems or other communications systems.
−Removed: We intend to pursue available options to restrict such involvement or to ensure that such involvement is on commercially reasonable terms.
−Removed: There can be no assurance, however, that we will be successful in these pursuits.
+Added: While we intend to pursue available options to restrict such involvement or to ensure that such involvement is on commercially reasonable terms, there can be no assurance that we will be successful in these pursuits.
As a result, we may face competition from entities not requiring a normal commercial return on their investments.
−Removed: In addition, we may face more vigorous competition than would have been the case if there were no government involvement.
+Added: In addition, we may face more vigorous competition than would have been the case if there was no government involvement.
We expect the level and intensity of competition to continue to increase from both existing competitors and the influx of new market entrants as a result of changes in the regulatory framework of the industries in which we operate, as well as strategic alliances and cooperative relationships among industry participants.
Increased competition could result in increased customer churn, reductions of customer acquisition rates for some products and services and significant price and promotional competition in our markets.
−Removed: In combination with difficult economic environments, these competitive pressures could adversely impact our ability to increase or, in certain cases, maintain the revenue, average revenue per RGU or mobile subscriber, as applicable ( ARPU ), RGUs, mobile subscribers, Adjusted EBITDA (as defined in note 19 to our consolidated financial statements), Adjusted EBITDA margins and liquidity of our operating segments.
+Added: In combination with difficult economic environments, these competitive pressures could adversely impact our ability to increase or, in certain cases, maintain the revenue, average revenue per RGU or mobile subscriber, as applicable ( ARPU ), RGUs, mobile subscribers, Adjusted EBITDA (as defined in note 19 to our consolidated financial
+Added: statements included in Part II of this Annual Report on Form 10-K), Adjusted EBITDA margins, liquidity and other financial and operational metrics of our operating segments.
Changes in technology may limit the competitiveness of and demand for our services.
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New products and services, once marketed, may not meet consumer expectations or demand, can be subject to delays in development or may fail to operate as intended.
−Removed: A lack of market acceptance of new products and services that we may offer, or the development of significant competitive products or services by others, could have a material adverse impact on our revenue and Adjusted EBITDA.
+Added: A lack of market acceptance of new products and services that we may offer, or the development of significant competitive products or services by others, could have a material adverse impact on our financial and operational results.
Our significant property and equipment additions may not generate a positive return.
Significant additions to our property and equipment are, or in the future may be, required to add customers to our networks and to upgrade or expand our broadband communications networks and upgrade CPE to enhance our service offerings and improve the customer experience.
−Removed: Additions to our property and equipment, which are currently underway, require significant capital expenditures for equipment and associated labor costs to build out and/or upgrade our networks as well as for related CPE.
+Added: Additions to our property and equipment require significant capital expenditures for equipment and associated labor costs to build out and/or upgrade our networks, as well as for related CPE.
Additionally, significant competition, the introduction of new technologies, the expansion of existing technologies, such as FTTx and advanced DSL technologies, the impact of natural disasters or adverse regulatory developments could cause us to decide to undertake previously unplanned builds or upgrades of our networks and CPE.
−Removed: No assurance can be given that any newbuilds, rebuilds, upgrades or extensions of our network will increase penetration rates, increase average monthly subscription revenue per average cable RGU or mobile subscriber, as applicable, or otherwise generate positive returns as anticipated, or that we will have adequate capital available to finance such newbuilds, rebuilds, upgrades or extensions.
+Added: No assurance can be given that any newbuilds, rebuilds, acquisitions, upgrades or extensions of our network will increase penetration rates, increase ARPU or otherwise generate positive returns as anticipated, or that we will have adequate capital available to finance such newbuilds, rebuilds, upgrades, acquisitions or extensions.
Additionally, costs related to our property and equipment additions could end up being greater than originally anticipated or planned.
If this is the case, we may require additional financing sooner than anticipated, we may have to divert funding from other planned projects or we may have to delay or abandon some or all of our development and expansion plans or otherwise forego market opportunities.
−Removed: Additional financing may not be available on favorable terms, if at all, and our ability to incur additional debt will be limited by our debt agreements.
+Added: Additional financing may not be available on favorable terms, if at all, and our ability to incur additional debt on favorable terms or at all will be limited by our debt agreements.
If we are unable to, or elect not to, pay for costs associated with adding new customers, expanding, extending or upgrading our networks or making our other planned or unplanned additions to our property and equipment, or are delayed in making such investments, our growth could be limited and our competitive position could be harmed.
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The success of our video subscription business depends, in large part, on our ability to provide a wide selection of popular programming to our subscribers.
−Removed: In general, we do not produce our own content, and we depend on our agreements, relationships and cooperation with public and private broadcasters, rights holders and collective rights associations to obtain such content.
−Removed: If we fail to obtain a diverse array of popular programming for our pay television services, including a sufficient selection of HD channels as well as non-linear content (such as a selection of attractive VoD content) and rights for ancillary services such as DVR and catch up or 'Replay' services, on satisfactory terms, we may not be able to offer a compelling video product to our customers at a price they are willing to pay.
+Added: In general, we do not produce our own content, and we depend on our agreements, relationships and cooperation with public and private broadcasters, global and regional app providers, rights holders and collective rights associations to obtain such content.
+Added: If we fail to obtain a diverse array of popular programming for our pay video services, including a sufficient selection of non-linear content (such as a selection of attractive VoD content) and rights for ancillary services such as DVR and catch-up or 'Replay' services, on satisfactory terms, we may not be able to offer a compelling video product to our customers at a price they are willing to pay.
Additionally, we are frequently negotiating and renegotiating programming agreements and our annual costs for programming can vary.
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If we are unable to obtain or retain attractively priced, competitive content, demand for our existing and future video services could decrease, thereby limiting our ability to attract new customers, maintain existing customers and/or migrate customers from lower-tier programming to higher-tier programming, thereby inhibiting our ability to execute our business plans.
−Removed: Furthermore, we may be placed at a competitive disadvantage if certain of our competitors obtain exclusive programming rights, particularly with respect to popular sports and movie programming, and as certain players in the OTT market, for example Netflix, Amazon and Disney, increasingly produce their own exclusive content.
+Added: Furthermore, we may be placed at a competitive disadvantage if certain of our competitors obtain exclusive programming rights, particularly with respect to popular sports and movie programming.
We depend on third-party suppliers and licensors to supply necessary equipment, software and certain services required for our businesses.
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Also, if demand exceeds the suppliers’ and licensors’ capacity or if they experience financial difficulties, the ability of our businesses to provide some services may be materially adversely affected, which in turn could affect our businesses’ ability to attract and retain customers.
−Removed: We have experienced certain business disruptions due to the worldwide silicon shortage, which has increased the delivery lead times and pricing of certain of our key components.
−Removed: We cannot predict how long such shortages will continue or what future disruptions to our business.
+Added: Previously, we have experienced certain business disruptions due to the recent worldwide silicon shortage, which has increased, and may continue to increase, the delivery lead times and pricing of certain of our key components.
+Added: We cannot predict what future disruptions to our business in relation to any further silicon and related component issues.
Although we actively monitor the creditworthiness of our key third-party suppliers and licensors, the financial failure of a key third-party supplier or licensor could disrupt our operations and have an adverse impact on our revenue and cash flows.
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If our MVNO arrangement is terminated, or if Three (Hutchison) fails to provide the services required under our MVNO arrangement, or if it fails to deploy and maintain its network and we are unable to find a replacement network operator on a timely and commercially reasonable basis, or at all, we could be prevented from continuing the mobile services relying on such MVNO arrangement.
−Removed: Additionally, as our MVNO arrangement comes to term, we may not be able to renegotiate renewal or replacement MVNO arrangement on the same or more favorable terms.
+Added: Additionally, as our MVNO arrangement comes to term, we may not be able to renegotiate renewal or replacement MVNO arrangements on the same or more favorable terms.
Failure in our or third-party technology or telecommunications systems, leakage of sensitive customer data or security breaches could significantly disrupt our operations, reduce our customer base and result in fines, litigation or lost revenue.
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In addition, the hardware supporting a large number of critical systems for our cable network in a particular country or geographic region is housed in a relatively small number of locations.
−Removed: Our and our third-party service providers’ systems and equipment (including our routers and set-top boxes) are vulnerable to damage or security breach from a variety of sources, including telecommunications failures, power loss (such as blackouts or brownouts), malicious human acts, security flaws and natural disaster or extreme weather events (including heatwaves, large storms and floods, whether or not arising from short-term or long-term changes in weather patterns).
−Removed: Moreover, despite security measures, unauthorized parties may gain access to or disrupt our or our third-party service providers’ servers, systems and equipment by, among other things, hacking into our servers, systems and equipment or those of our third-party service providers through fraud, computer viruses, worms, phishing, physical or electronic break-ins or burglaries, or errors by our or our third-party service providers’ employees.
−Removed: We and our third-party service providers may not be able to anticipate or respond in an adequate and timely manner to attempts to obtain authorized access to, disable or degrade our or our third-party service providers’ systems because the techniques for doing so change frequently, are increasingly complex and sophisticated and are difficult to detect for periods of time.
+Added: Our and our third-party service providers’ systems and equipment (including our routers and set-top boxes) are vulnerable to damage or security breach from a variety of sources, including telecommunications failures, power loss (such as
+Added: blackouts or brownouts), malicious human acts, security flaws and natural disaster or extreme weather events (including heatwaves, large storms and floods, whether or not arising from short-term or long-term changes in weather patterns).
+Added: Moreover, despite our security measures, unauthorized parties may gain access to or disrupt our or our third-party service providers’ servers, systems and equipment by, among other things, hacking into our servers, systems and equipment or those of our third-party service providers through fraud, computer viruses, worms, phishing, physical or electronic break-ins or burglaries or errors by our or our third-party service providers’ employees.
+Added: We and our third-party service providers may not be able to anticipate or respond in an adequate and timely manner to attempts to obtain unauthorized access to, disable or degrade our or our third-party service providers’ systems because the techniques for doing so change frequently, are increasingly complex and sophisticated and are difficult to detect for periods of time.
In addition, as discussed further below, the security measures and procedures we and our third-party service providers have in place to protect personal data and other information may not be sufficient to counter all data security breaches, cyber-attacks or system failures.
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In certain circumstances, where it is lawful to do so, we may share information about such persons with third-party service providers that assist with certain aspects of our business.
−Removed: Unauthorized parties may attempt to gain access to such data and information using the same methods described in the prior paragraph.
−Removed: As a result, data and information we gather could be subject to misappropriation, misuse, leakage, falsification or accidental release or loss of information maintained in our information technology systems and networks and those of our third-party service providers, including customer and personnel data.
−Removed: As a result of the increasing awareness concerning the importance of safeguarding personal information, the potential misuse of such information and legislation that has been adopted or is being considered across all of our markets regarding the protection, privacy and security of personal information, information-related risks are
−Removed: increasing, particularly for businesses like ours that handle a large amount of personal data.
−Removed: Failure to comply with these data protection laws may result in, among other consequences, fines, litigation or regulatory actions by local, state, federal or non-U.S.
+Added: Unauthorized parties may attempt to gain access to such data and information directly from us or through those third parties using the same methods described in the prior paragraph.
+Added: As a result, data and information we gather could be subject to misappropriation, misuse, leakage, falsification or accidental release or loss of information maintained in our information technology systems and networks or those of our third-party service providers, including customer and personnel data.
+Added: As a result of the increasing awareness concerning the importance of safeguarding personal information, the potential misuse of such information and legislation that has been adopted or is being considered in the U.S.
+Added: and across some or all of our markets regarding the protection, privacy and security of personal information, information-related risks are increasing, particularly for businesses like ours that handle a large amount of personal data.
+Added: Failure to comply with these data protection laws may result in, among other consequences, fines, litigation or regulatory actions by applicable authoritative bodies.
Despite the precautions we have taken, unanticipated problems affecting our systems and equipment could cause business disruptions, such as failures in our information technology systems, disruption in the transmission of signals over our networks, unauthorized access to the data and information we gather or similar problems.
Further, although we devote significant resources to our cybersecurity programs and have implemented security measures to protect our systems and data, and to prevent, detect and respond to data security incidents, there can be no assurance that our efforts will prevent these threats.
−Removed: Any disruptive situation that causes loss, misappropriation, misuse or leakage of data could damage our reputation and the credibility of our operations and could subject us to potential liability, including litigation or other legal actions against us, the imposition of penalties, fines, fees or liabilities, which may not be covered by our insurance policies, and lost customers or revenue.
−Removed: While we maintain cyber liability insurance that provides both third-party liability and first-party liability insurance coverage, such insurance may not be sufficient to protect against all of our businesses’ losses from any future disruptions or breaches of their systems or other events as described above.
+Added: Any disruptive situation that causes loss, misappropriation, misuse or leakage of data could damage our reputation and the credibility of our operating companies and could subject us to potential liability, including litigation or other legal actions against us, the imposition of penalties, fines, fees or liabilities, which may not be covered by our insurance policies, and lost customers or revenue.
+Added: Our cyber liability insurance (including third-party liability and first-party liability) may not be sufficient to protect against all of our businesses’ losses from any future disruptions or breaches of their systems or other events as described above.
Also, a cybersecurity breach and the changing cybersecurity landscape could require us to devote significant management resources to address the problems associated with the breach and to expend significant additional resources to upgrade further the security measures we employ to protect customer, employee and other personal information against cyber-attacks and other wrongful attempts to access such information, which could result in a disruption of our operations.
This includes additional infrastructure capacity spending to mitigate any system degradation and the reallocation of resources from development activities.
−Removed: To date, other than the non-permitted access of one of Virgin Media’s databases in February of 2020, we have not been subject to cyberattacks or network disruptions that, individually or in the aggregate, have been material to our operations or financial condition.
+Added: To date, other than the non-permitted access of certain legacy Virgin Media databases in February of 2020, we have not been subject to cyberattacks or network disruptions that, individually or in the aggregate, have been material to our operations or financial condition.
Although we have not detected another material security breach or cybersecurity incident to date, we have been the target of events of this nature and expect to be subject to similar attacks in the future.
−Removed: We and our third-party vendors rely on the availability of raw materials used to produce our CPE.
−Removed: If the materials become scarce or our supply chains for obtaining such materials are disrupted, we might be forced to expend significant resources to obtain replacement materials or experience significant delays in delivering certain CPE to our customers, which could damage our reputation, credibility and business and have a negative impact on our revenue or margins.
Factors Relating to Operations and Regulation
Our businesses are conducted almost exclusively outside of the U.S., which gives rise to numerous operational risks.
−Removed: Our businesses operate almost exclusively in countries outside the U.S.
+Added: Our businesses operate almost exclusively in countries outside of the U.S.
and are subject to the following inherent risks:
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Operational risks that we may experience in certain countries include disruptions of services or loss of property or equipment that are critical to overseas businesses due to expropriation, nationalization, war, insurrection, terrorism or general social or political unrest.
+Added: Legislation enacted in Bermuda as to economic substance may affect our operations.
+Added: Pursuant to the Economic Substance Act 2018 of Bermuda, as amended (the ES Act ), a registered entity, other than an entity which is resident for tax purposes in certain jurisdictions outside Bermuda that carries on as a business any one or more of the “relevant activities” referred to in the ES Act, must comply with economic substance requirements.
+Added: The ES Act may require in-scope Bermuda entities which are engaged in such “relevant activities” to be directed and managed in Bermuda have an adequate level of qualified employees in Bermuda, incur an adequate level of annual expenditure in Bermuda, maintain physical offices and premises in Bermuda or perform core income-generating activities in Bermuda.
+Added: The list of “relevant activities” includes carrying on any one or more of banking, insurance, fund management, financing, leasing, headquarters, shipping, distribution and service center, intellectual property and holding entities.
+Added: To the extent we are conducting a relevant activity, we believe it will be the relevant activity of a “holding entity” within the meaning of the ES Act and we should only be subject to minimum economic substance requirements under the ES Act and related regulations.
+Added: However, if we are deemed to be carrying on another “relevant activity,” other than that of a holding entity, we may be required to increase our substance in Bermuda in response to requirements imposed by the ES Act and related regulations.
+Added: This could result in additional costs that could adversely affect our financial condition or results of operations.
We are exposed to foreign currency exchange rate risk.
−Removed: We are exposed to foreign currency exchange rate risk with respect to our consolidated debt in situations where our debt is denominated in a currency other than the functional currency of the operations whose cash flows support our ability to repay or refinance such debt.
−Removed: Although we generally match the denomination of our and our subsidiaries’ borrowings with the functional currency of the operations that are supporting the respective borrowings, market conditions or other factors may cause us to enter into borrowing arrangements that are not denominated in the functional currency of the underlying operations (unmatched debt).
−Removed: In these cases, our policy is to provide for an economic hedge against foreign currency exchange rate movements by using derivative instruments to synthetically
−Removed: convert unmatched debt into the applicable underlying currency.
+Added: We are exposed to foreign currency exchange rate risk with respect to our consolidated debt in situations where our debt is denominated in a currency other than the functional currency of the operations or assets whose cash flows support our ability to repay or refinance such debt.
+Added: Although we generally match the denomination of our and our subsidiaries’ borrowings with the functional currency of the operations or assets that are supporting the respective borrowings, market conditions or other factors may cause us to enter into borrowing arrangements that are not denominated in the functional currency of the underlying operations (unmatched debt).
+Added: In these cases, our policy is to provide for an economic hedge against foreign currency exchange rate movements by using derivative instruments to synthetically convert unmatched debt into the applicable underlying currency.
At December 31, 2023, substantially all of our debt was either directly or synthetically matched to the applicable functional currencies of the underlying operations.
−Removed: We are also exposed to foreign currency exchange rate risk in respect of our cash and cash equivalents and in respect of investments held within separately managed accounts.
+Added: We are also exposed to foreign currency exchange rate risk with respect to our cash and cash equivalents and investments held under separately-managed accounts ( SMAs ).
A substantial portion of our cash and cash equivalents is held in U.S.
dollars, but we hold balances in other currencies reflecting the operational and strategic needs of the company.
−Removed: The investments held in our separately managed accounts are generally in U.S.
+Added: The investments held under SMAs are generally in U.S.
dollars, and any instruments denominated in a foreign currency are generally hedged back to the U.S.
In addition, we are exposed to foreign currency risk to the extent that we enter into transactions denominated in currencies other than our or our subsidiaries’ respective functional currencies (non-functional currency risk), such as equipment purchases, programming contracts, notes payable and notes receivable (including intercompany amounts).
−Removed: Changes in exchange rates with respect to amounts recorded on our consolidated balance sheets related to these items will result in unrealized (based upon period-end exchange rates) or realized foreign currency transaction gains and losses upon settlement of the transactions.
+Added: Changes in exchange rates with respect to amounts recorded on our consolidated balance sheets related to these items will result in unrealized (based upon period-end exchange rates) or realized foreign currency transaction gains or losses upon settlement of the transactions.
Moreover, to the extent that our revenue, costs and expenses are denominated in currencies other than our respective functional currencies, we will experience fluctuations in our revenue, costs and expenses solely as a result of changes in foreign currency exchange rates.
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dollar (our reporting currency) against the currencies of our operating subsidiaries when their respective financial statements are translated into U.S.
−Removed: dollars for inclusion in our consolidated financial statements.
+Added: inclusion in our consolidated financial statements.
Cumulative translation adjustments are recorded in accumulated other comprehensive earnings or loss as a separate component of equity.
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Our businesses are subject to the unique regulatory regimes of the countries in which they operate.
−Removed: Video distribution, broadband internet, telephony and mobile services are subject to licensing or registration eligibility rules and regulations, which vary by country.
+Added: Broadband internet, video distribution, telephony and mobile services are subject to licensing or registration eligibility rules and regulations, which vary by country.
Countries in which we operate may adopt laws and regulations regarding electronic commerce, which could dampen the growth of the internet services being offered and developed by our businesses.
−Removed: In a number of countries, our ability to increase prices for, or change our services, including the programming packages we offer is limited by regulation or conditions imposed by competition authorities or is subject to review by regulatory authorities or is subject to termination rights of customers.
+Added: In a number of countries, our ability to increase prices for or change our services, including the programming packages we offer, is limited by regulation or conditions imposed by competition authorities, is subject to review by regulatory authorities or is subject to termination rights of customers.
More significantly, regulatory authorities may require us, particularly if we are deemed to possess SMP or there are significant economic or physical replicability barriers, to grant third parties access to our networks, facilities or services to distribute their own services or resell our services to end customers.
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In the event conditions are imposed and we fail to meet them in a timely manner, the relevant authority or governments may impose fines and, if in connection with a transaction, may require restorative measures, such as a disposition of assets or divestiture of operations.
−Removed: For information on certain other regulatory developments that could adversely impact our results of operations in future periods, see Legal and Regulatory Proceedings and Other Contingencies in note 18 to our consolidated financial statements.
+Added: For information on certain other regulatory developments that could adversely impact our results of operations in future periods, see Legal and Regulatory Proceedings and Other Contingencies in note 18 to our consolidated financial statements included in Part II of this Annual Report on Form 10-K.
New and existing legislation, and interpretations thereof, may significantly alter the regulatory regimes applicable to us, which could adversely affect our competitive position and profitability, and we may become subject to more extensive regulation, particularly if we are deemed to possess significant market power in any of the markets in which we operate.
−Removed: Significant changes to the existing regulatory regimes applicable to the provision of video, telephony, internet and mobile services have been and are still being introduced.
+Added: Significant changes to the existing regulatory regimes applicable to the provision of internet, video, telephony and mobile services have been and are still being introduced.
For example, in the E.U., the Code is the primary source of communications regulation affecting our E.U.
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and Switzerland have systems that largely reflect the principles of the E.U.
−Removed: In addition, we are subject to regular review by national regulatory authorities in the E.U.
+Added: In addition, we are
+Added: subject to regular review by national regulatory authorities in the E.U.
concerning whether we exhibit SMP.
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If any laws, regulations or rules are enacted or reinterpreted so as to expand the regulation of our products and services or our disclosure obligations, they could affect our operations or require significant expenditures.
−Removed: For example, certain of our business operations will become subject to corporate responsibility reporting obligations pursuant to the CSRD in the coming years.
+Added: For example, a certain number of our business operations will become subject to corporate responsibility reporting obligations pursuant to the CSRD in the coming years.
We cannot predict future developments in these areas, and any changes to the regulatory framework for our products and services or our disclosure obligations could have a negative impact on our business and results of operations.
+Added: A certain number of our operations will become subject to reporting obligations under the CSRD as of January 1, 2024.
The U.K.’s departure from the E.U.
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For more information regarding the E.U.-U.K.
−Removed: Agreement, see Item 1.
+Added: Agreement, see the Item 1.
Business - Regulatory Matters - Overview discussion above.
−Removed: Examples of the potential impact Brexit could have on our business, financial condition or results of operations include:
+Added: Examples of the potential impact Brexit has had, and may continue to have, on our business, financial condition or results of operations include:
• changes in foreign currency exchange rates and disruptions in the capital markets.
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We cannot be certain that we will be successful with respect to acquisitions, dispositions, joint ventures, partnerships or other similar transactions, or that we will achieve the anticipated benefits thereof.
−Removed: Historically, our businesses have grown, in part, through selective acquisitions that enabled them to take advantage of existing networks, local service offerings and region-
−Removed: specific management expertise, and we have also taken advantage of attractive opportunities to sell select businesses and partner with others.
−Removed: We expect to seek to continue improving our company through attractive acquisitions, dispositions, joint ventures, partnerships or other similar transactions in selected markets, such as the Sunrise Acquisition in November 2020, the sale of UPC Poland in April 2022 and the Telenet Tower Sale in June 2022, as well as the formations of the VMO2 JV in June 2021, the AtlasEdge JV in September 2021 and the nexfibre JV in December 2022.
+Added: Historically, our businesses have grown, in part, through selective acquisitions that enabled them to take advantage of existing networks, local service offerings and region-specific management expertise, and we have also taken advantage of attractive opportunities to sell select businesses and partner with others.
+Added: We expect to seek to continue improving our company through attractive acquisitions, dispositions, joint ventures, partnerships or other similar transactions in select markets, such as, the sale of UPC Poland in April 2022, the Telenet Tower Sale in June 2022 and the Telenet Takeover Bid in October 2023, as well as the formations of the VMO2 JV in June 2021, the AtlasEdge JV in September 2021 and the nexfibre JV in December 2022 and the creation of Wyre by Telenet and Fluvius in July 2023.
Our ability to complete any transaction may be limited by many factors, including government regulation, availability of financing, our or our counterparty’s debt covenants, the prevalence of complex ownership structures among potential targets, acquirers, joint ventures or partners, disapproval by shareholders of potential targets or acquirers, and competition from other potential acquirers, including private equity funds.
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We cannot be assured that we will be successful with respect to acquisitions, dispositions, joint ventures, partnerships or other similar transactions or realizing the anticipated benefits thereof.
−Removed: In addition, we anticipate that most, if not all, companies acquired by us will be located outside the U.S.
+Added: In addition, we anticipate that most companies acquired by us will be located outside the U.S.
Foreign companies may not have disclosure controls and procedures or internal controls over financial reporting that are as thorough or effective as those required by U.S.
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In addition, some of the anticipated synergies are not expected to occur for some time following the completion of such acquisitions and joint ventures and will require substantial capital expenditures before realizing some of those synergies.
−Removed: The COVID-19 pandemic may delay, reduce or eliminate some of our anticipated synergies and other benefits, including a delay in the integration of, or inability to integrate, the business that we acquire or partner with.
+Added: Public health crises and other geopolitical or macroeconomic events may delay, reduce or eliminate some of our anticipated synergies and other benefits, including a delay in the integration of, or inability to integrate, the business that we acquire or partner with.
Even if we are able to integrate successfully, the anticipated benefits of such transactions, including the expected synergies and network benefits, may not be realized fully or at all or may take longer to realize than expected.
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• diversion of management attention to integration matters;
−Removed: • difficulties in integrating operations and systems, including intellectual property and communications systems, administrative and information technology infrastructure, and supplier and vendor arrangements, including as a result of the COVID-19 pandemic;
+Added: • difficulties in integrating operations and systems, including intellectual property and communications systems, administrative and information technology infrastructure, and supplier and vendor arrangements;
• challenges in conforming standards, controls, procedures and accounting and other policies;
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Some of these factors are outside our control, and any one of them could result in lower revenues, higher costs and diversion of management time and energy, which could adversely impact our business, financial condition and operating results.
−Removed: In addition, even if the integration is successful, the full benefits of our acquisitions and partnerships including, among others, the synergies, cost savings or sales or growth opportunities may not be realized.
+Added: In addition, even if the integration is successful, the full benefits of our acquisitions and partnerships including, among
+Added: others, the synergies, cost savings or sales or growth opportunities may not be realized.
As a result, it cannot be assured that we will realize the full benefits expected from such transactions within the anticipated time frames or at all.
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In certain cases, our joint venture partners must agree in order for the applicable joint venture to take certain actions.
−Removed: Our inability to take unilateral action that we believe is in our best interests may have an adverse effect on the financial performance of the joint venture and the return on our investment.
+Added: Our inability to take unilateral action that we believe is in our best interests may have an adverse effect on the financials or performance of the joint venture and the return on our investment.
In joint ventures, we believe our relationship with our co-owners is an important factor to the success of the joint venture, and if a co-owner changes, our relationship may be adversely affected.
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Our interests in the VodafoneZiggo JV and the VMO2 JV are held pursuant to Shareholders Agreements that contain provisions relating to governance as well as transfer and exit rights, which, depending on the circumstances, may not be in the best interest of our company.
−Removed: Our noncontrolling interests in the VodafoneZiggo JV and the VMO2 JV are held pursuant to shareholders’ agreements (each a Shareholders Agreements ), which provides the terms of the governance of the VodafoneZiggo JV and the VMO2 JV, as applicable, including among others, decision-making process, information access, dividend policy and non-compete provisions.
+Added: Our noncontrolling interests in the VodafoneZiggo JV and the VMO2 JV are held pursuant to shareholders’ agreements (each a Shareholders Agreement ), which provides the terms of the governance of the VodafoneZiggo JV and the VMO2 JV, as applicable, including among others, decision-making processes, information access, dividend policies and non-compete provisions.
These provisions may prevent the VodafoneZiggo JV or the VMO2 JV, as applicable, from making decisions or taking actions that would protect or advance the interests of our company, and could even result in the VodafoneZiggo JV or the VMO2 JV, as applicable, making decisions or taking actions that adversely impact our company.
3 unchanged sentences
We may have exposure to additional tax liabilities.
−Removed: We are subject to income taxes as well as non-income based taxes, such as value-added tax ( VAT ) in the U.K., the U.S.
+Added: We are subject to income taxes as well as non-income based taxes, such as value-added taxes ( VAT ) in the U.K., the U.S.
and many other jurisdictions around the world.
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We are regularly under audit by tax authorities in many of the jurisdictions in which we operate.
−Removed: These audits may lead to disputes with tax
−Removed: authorities which may result in litigation.
+Added: These audits may lead to disputes with tax authorities which may result in litigation.
Although we believe that our tax estimates are reasonable, any material differences as a result of final determinations of tax audits or tax disputes could have an adverse effect on our financial position and results of operations in the period or periods for which such determination is made.
−Removed: We are subject to changing tax laws, treaties and regulations in and between countries in which we operate, including treaties between and among the U.K., the U.S.
+Added: We are subject to changing tax laws, treaties and regulations in and between the countries in which we operate, including treaties between and among the U.K., the U.S.
and many other jurisdictions in which we have a presence.
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In this regard, there have been significant changes or proposed changes to the tax laws in numerous jurisdictions in which we operate, the impacts of which have been reflected accordingly in our financial statements.
−Removed: Further changes in the tax laws of the foreign jurisdictions in which we operate could arise as a result of the Base Erosion and Profit Shifting ( BEPS ) project undertaken by the Organizational Economic Cooperation and Development ( OECD ).
−Removed: The OECD represents a coalition of member countries that encompass most of the jurisdictions in which we operate.
−Removed: In October 2021, the OECD announced the OECD/G20 Inclusive Framework of Base Erosion and Profit Shifting, which agreed to a two-pillar solution to reform international taxation.
−Removed: Pillar One provides a mechanism to align taxing rights more closely with local market engagement;
−Removed: generally, where people or consumers are located.
−Removed: Pillar Two establishes a global minimum tax regime through a series of interlocking rules that would apply when a country’s income tax rate is below 15%.
−Removed: In most jurisdictions in which we operate, it is anticipated that the Pillar Two rules will be enacted by the end of 2023 with the income inclusion rule applying to accounting periods beginning on or after December 31, 2023 and the undertaxed profits rule taking effect for years beginning from December 31, 2024.
−Removed: It is possible that jurisdictions in which we do business could react to the BEPS initiatives or their own concerns by enacting tax legislation that could adversely affect our financial position through increasing our tax liabilities.
−Removed: Further, the BEPS project as well as legislative changes in many countries, has resulted in various initiatives that require the sharing of company financial and operation information with taxing authorities on a local or global basis.
+Added: These changes have resulted in various initiatives that require the sharing of company financial and operating information with taxing authorities on a local or global basis.
This may lead to greater audit scrutiny of profits earned in other countries as well as disagreements between jurisdictions associated with the proper allocation of profits between jurisdictions.
+Added: Broadly, we are subject to tax laws in the jurisdictions where we have operations, a presence and where we are legally incorporated.
+Added: In considering these factors and others, it is possible that taxing authorities of the jurisdictions we operate in and taxing authorities of other different jurisdictions may claim that we are a tax resident of such other countries, which could result in additional operational and financial complications for us.
The “Virgin” brand is used by certain of our consolidated subsidiaries and nonconsolidated joint ventures under licenses from Virgin Enterprises Limited and is not under the control of such subsidiaries.
The activities of the group of companies utilizing the “Virgin” brand and other licensees could have a material adverse effect on the goodwill of customers towards our business as a licensee, and the licenses from Virgin Enterprises Limited can be terminated in certain circumstances.
−Removed: The “Virgin” brand is integral to the corporate identity of our consolidated subsidiaries and nonconsolidated joint venture that utilize such brand.
−Removed: Such subsidiaries are reliant on the general goodwill of consumers towards the Virgin brand.
+Added: The “Virgin” brand is integral to the corporate identity of certain of our consolidated subsidiaries and the VMO2 JV that utilize such brand.
+Added: Such entities are reliant on the general goodwill of consumers towards the “Virgin” brand.
Consequently, adverse publicity in relation to the group of companies utilizing the “Virgin” brand or its principals, particularly Sir Richard Branson, who is closely associated with the brand, or in relation to another licensee of the “Virgin” name and logo (particularly in the U.K., where the VMO2 JV does business) could have a material adverse effect on our reputation and our business and results of operations.
In addition, the licenses from Virgin Enterprises Limited can be terminated in certain circumstances.
−Removed: For example, Virgin Enterprises Limited can terminate the licenses, after providing our applicable subsidiaries with an opportunity to cure, (i) if they or any of their affiliates commit persistent and material breaches or flagrant and material breaches of the licenses, (ii) if Virgin Enterprises Limited has reasonable grounds to believe that the use (or lack of use) of the licensed trademarks by such subsidiaries has been or is likely to result in a long-term and material diminution in the value of the “Virgin” brand, or (iii) if a third-party who is not (or one of whose directors is not) a “fit and proper person”, such as a legally disqualified director or a bankrupt entity, acquires “control” of Liberty Global.
+Added: For example, Virgin Enterprises Limited can terminate the licenses, after providing our applicable subsidiaries and joint ventures with an opportunity to cure, (i) if they or any of their affiliates commit persistent and material breaches or flagrant and material breaches of the licenses, (ii) if Virgin Enterprises Limited has reasonable grounds to believe that the use (or lack of use) of the licensed trademarks by such subsidiaries has been or is likely to result in a long-term and material diminution in the value of the “Virgin” brand or (iii) if a third-party who is not (or one of whose directors is not) a “fit and proper person”, such as a legally disqualified director or a bankrupt entity, acquires “control” of Liberty Global.
Such a termination could have a material adverse effect on our business and results of operations.
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We seek to maintain our debt at levels that provide for attractive equity returns without assuming undue risk.
−Removed: In this regard, we generally seek to cause our operating subsidiaries to maintain their debt at levels that result in a consolidated debt balance that is between four and five times our consolidated Adjusted EBITDA (using consistent currency exchange rates for debt and EBITDA).
+Added: In this regard, we generally seek to cause our operating subsidiaries and joint ventures to maintain their debt at levels that result in a consolidated debt balance that is between four and five times our consolidated Adjusted EBITDA (using consistent currency exchange rates for debt and Adjusted EBITDA).
As a result, we are highly leveraged.
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We believe that we have sufficient resources to repay or refinance the current portion of our debt and finance lease obligations and to fund our foreseeable liquidity requirements during the next 12 months.
−Removed: However, as our maturing debt grows in later years, we anticipate that we will seek to refinance or otherwise extend our debt maturities.
−Removed: In this regard, we redeemed certain debt instruments using proceeds from the sale of UPC Polska, and targeted such redemptions at instruments with shorter maturities.
−Removed: As a result of unfavorable
−Removed: geopolitical conditions in 2022, credit markets were not offering attractive terms for issuance and thus we did not complete any refinancing transactions on our consolidated businesses.
+Added: However, as the amount of debt that is maturing increases in later years, we anticipate that we will seek to refinance or otherwise extend our debt maturities.
+Added: As a result of unfavorable geopolitical conditions in 2023, credit markets were not offering attractive terms for issuance and thus we did not complete any refinancing transactions on our consolidated businesses.
No assurance can be given that we will be able to complete these refinancing transactions or otherwise extend our debt maturities.
In this regard, it is not possible to predict how political and economic conditions, sovereign debt concerns or any adverse regulatory developments could impact the credit and equity markets we access and, accordingly, our future liquidity and financial position.
−Removed: Our ability to service or refinance our debt and to maintain compliance with the leverage covenants in the credit agreements and indentures of our borrowing groups is dependent primarily on our ability to maintain or increase the Adjusted EBITDA of our operating subsidiaries and to achieve adequate returns on our property and equipment additions and acquisitions.
+Added: Our ability to service or refinance our debt and to maintain compliance with the leverage covenants in the credit agreements and indentures of our borrowing groups is dependent primarily on our ability to maintain or increase the Adjusted EBITDA of our operating subsidiaries and joint ventures and to achieve adequate returns on our property and equipment additions and acquisitions.
In addition, our ability to obtain additional debt financing is limited by the incurrence-based leverage covenants contained in the various debt instruments of our borrowing groups.
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We can give no assurance that any additional debt or equity financing will be available on terms that are as favorable as the terms of our existing debt, or at all.
−Removed: Further, our board of directors has approved a share repurchase program for Liberty Global in 2022.
−Removed: Any cash used by our company in connection with any future repurchases of our ordinary shares would not be available for other purposes, including the repayment of debt.
+Added: Further, our board of directors may approve a share repurchase program for Liberty Global in 2024.
+Added: Any cash used by our company in connection with any future repurchases of our common shares would not be available for other purposes, including the repayment of debt.
For additional information concerning our share repurchase programs, see note 14 to our consolidated financial statements included in Part II of this Annual Report on Form 10-K.
−Removed: Certain of our subsidiaries are subject to various debt instruments that contain restrictions on how we finance our operations and operate our businesses, which could impede our ability to engage in beneficial transactions.
−Removed: Certain of our subsidiaries are subject to significant financial and operating restrictions contained in outstanding credit agreements, indentures and similar instruments of indebtedness.
−Removed: These restrictions will affect, and in some cases significantly limit or prohibit, among other things, the ability of those subsidiaries to:
+Added: Certain of our subsidiaries and joint ventures are subject to various debt instruments that contain restrictions on how we finance our operations and operate our businesses, which could impede our ability to engage in beneficial transactions.
+Added: Certain of our subsidiaries and joint ventures are subject to significant financial and operating restrictions contained in outstanding credit agreements, indentures and similar instruments of indebtedness.
+Added: These restrictions will affect, and in some cases significantly limit or prohibit, among other things, the ability of those subsidiaries and joint ventures to:
• incur or guarantee additional indebtedness;
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• conduct other necessary or prudent corporate activities.
−Removed: In addition, most of the credit agreements to which these subsidiaries are parties include financial covenants that require them, in certain circumstances, to maintain certain leverage ratios if the drawings under the applicable revolving credit facility exceed a certain percentage of the commitments under such revolving credit facility.
+Added: In addition, most of the credit agreements to which these subsidiaries and joint ventures are parties include financial covenants that require them, in certain circumstances, to maintain certain leverage ratios if the drawings under the applicable revolving credit facility exceed a certain percentage of the commitments under such revolving credit facility.
Their ability to meet these financial covenants may be affected by adverse economic, competitive or regulatory developments and other events beyond their control, and we cannot assure you that these financial covenants will be met.
−Removed: In the event of a default under such subsidiaries’
−Removed: credit agreements or indentures, the lenders or bondholders, as applicable, may accelerate the maturity of the indebtedness under those agreements or indentures, which could result in a default under other outstanding credit facilities or indentures.
−Removed: We cannot assure you that any of these subsidiaries will have sufficient assets to repay indebtedness outstanding under their credit agreements and indentures.
+Added: In the event of a default under such subsidiaries’ and joint ventures’ credit agreements or indentures, the lenders or bondholders, as applicable, may accelerate the maturity of the indebtedness under those agreements or indentures, which could result in a default under other outstanding credit facilities or indentures.
+Added: We cannot assure you that any of these subsidiaries or joint ventures will have sufficient assets to repay indebtedness outstanding under their credit agreements and indentures.
Any refinancing of this indebtedness is likely to contain similar restrictive covenants.
We are exposed to interest rate risks.
−Removed: Shifts in such rates may adversely affect the debt service obligation of our subsidiaries.
−Removed: We are exposed to the risk of fluctuations in interest rates, primarily through the credit facilities of certain of our subsidiaries, which are indexed to EURIBOR, LIBOR or other base rates.
+Added: Shifts in such rates may adversely affect the debt service obligations of our subsidiaries and joint ventures.
+Added: We are exposed to the risk of fluctuations in interest rates, primarily through the credit facilities of certain of our subsidiaries and joint ventures, which are indexed to EURIBOR, Secured Overnight Financing Rate ( SOFR ), Term Secured Overnight Financing Rate ( Term SOFR ), Sterling Overnight Index Average ( SONIA ), Swiss Average Rate Overnight ( SARON ) or other base rates.
Although we enter into various derivative transactions to manage exposure to movements in interest rates, there can be no assurance that we will be able to continue to do so at a reasonable cost, or at all.
If we are unable to effectively manage our interest rate exposure through derivative transactions, any increase in market interest rates would increase our interest rate exposure and debt service obligations, which would exacerbate the risks associated with our leveraged capital structure.
−Removed: In July 2017, the U.K.
−Removed: Financial Conduct Authority (the authority that regulates LIBOR) announced that it intends to stop compelling banks to submit rates for the calculation of LIBOR after 2021.
−Removed: Additionally, the European Money Markets Institute (the authority that administers EURIBOR) announced that measures would need to be undertaken by the end of 2021 to reform EURIBOR to ensure compliance with the E.U.
−Removed: Benchmarks Regulation.
−Removed: In November 2020, ICE Benchmark Administration (the entity that administers LIBOR) announced its intention to continue publishing USD LIBOR rates until June 30, 2023, with the exception of the one-week and two-month rates which, along with all CHF and GBP LIBOR rates, it ceased to publish after December 31, 2021.
−Removed: Furthermore, in November 2022, the U.K.
−Removed: Financial Conduct Authority proposed that certain tenors of USD LIBOR would continue to be published on a synthetic basis until the end of September 2024.
−Removed: While this extension allows additional runway on existing contracts using USD LIBOR rates, companies are still encouraged to transition away from using USD LIBOR as soon as practicable and should not enter into new contracts that use USD LIBOR after 2021.
+Added: There have been significant changes in the benchmark interest rates used to set floating rates on our debt and derivative instruments.
+Added: ICE Benchmark Administration (the entity that administers LIBOR) ceased to publish CHF and GBP LIBOR rates after December 31, 2021, and it ceased to publish USD LIBOR rates after June 30, 2023.
The methodology for EURIBOR has been reformed and EURIBOR has been granted regulatory approval to continue to be used.
−Removed: Currently, there is no consensus amongst loan borrowers and investors for what rate(s) should replace USD LIBOR.
−Removed: In October 2020, the International Swaps and Derivatives Association (the ISDA ) launched the Fallback Supplement, which, as of January 25, 2021, amended the standard definitions for interest rate derivatives to incorporate fallbacks for derivatives linked to certain key interbank offered rates ( IBORs ).
−Removed: The ISDA also launched the Fallback Protocol, a protocol that enables market participants to incorporate these revisions into their legacy non-cleared derivatives with other counterparties that choose to adhere to the protocol.
−Removed: The fallbacks for a particular currency apply following a permanent cessation of the IBOR in that currency, or in the case of a LIBOR setting, that LIBOR setting becoming permanently unrepresentative, and are adjusted versions of the risk-free rates identified in each currency.
−Removed: Our credit agreements contain provisions that contemplate alternative calculations of the base rate applicable to our LIBOR-indexed and EURIBOR-indexed debt to the extent LIBOR or EURIBOR (as applicable) are not available, which alternative calculations we do not anticipate will be materially different from what would have been calculated under LIBOR or EURIBOR (as applicable).
−Removed: Additionally, no mandatory prepayment or redemption provisions would be triggered under our credit agreements in the event that either the LIBOR rate or the EURIBOR rate is not available.
−Removed: It is possible, however, that any new reference rate that applies to our LIBOR-indexed or EURIBOR-indexed debt could be different from any new reference rate that applies to our LIBOR-indexed or EURIBOR-indexed derivative instruments.
−Removed: For discontinued currencies and tenors, we expect to continue taking steps to mitigate the changes in these benchmark rates, including by amending existing credit agreements and adhering to the Fallback Protocol, where appropriate.
−Removed: We plan to continue to manage this difference and any resulting increased variable-rate exposure through modifications to our debt and/or derivative instruments, however, future market conditions may not allow immediate implementation of desired modifications and our subsidiaries may incur significant associated costs.
+Added: We have agreed amendments in respect of all of our debt and derivative instruments to replace the ceased rates.
+Added: For USD, these reference SOFR administered by the Federal Reserve Bank of New York or Term SOFR administered by CME Group Benchmark Administration Limited.
+Added: For CHF, these reference SARON administered by the SIX Swiss Exchange.
+Added: For GBP, these reference SONIA administered by the Bank of England.
We are subject to increasing operating costs and inflation risks, which may adversely affect our results of operations.
−Removed: While our operations attempt to increase our subscription rates to offset increases in programming, inputs and operating costs, there is no assurance that they will be able to do so.
+Added: While our operations attempt to increase our subscription rates to offset increases in programming, inputs and operating costs,
+Added: there is no assurance that they will be able to do so.
In certain countries in which we operate, our ability to increase subscription rates is subject to regulatory controls.
Also, our ability to increase subscription rates may be constrained by competitive pressures.
−Removed: Therefore, programming, inputs and operating costs may rise faster than associated revenue, resulting in a material negative impact on our cash flows and net earnings (loss).
−Removed: We are also impacted by inflationary increases in salaries, wages, benefits, regulatory, energy and other administrative costs in certain of our markets as a result of, among other things, Russia’s war in Ukraine.
−Removed: In this regard, inflation rates in the countries in which we operate have recently increased, and in many countries, such increases have been significant.
+Added: Therefore, programming, inputs and operating costs may rise faster than associated revenue, resulting in a material negative impact on our cash flows and net earnings or loss.
+Added: We are also impacted by inflationary pressures, which remain elevated, in salaries, wages, benefits, regulatory, energy and other administrative costs in certain of our markets as a result of, among other things, the ongoing invasion of Ukraine by Russia and the Israeli-Palestinian conflict.
Continuing uncertainties and challenging conditions in the global economy and in the countries in which we operate may adversely impact our business, financial condition and results of operations.
−Removed: The current macroeconomic environment is highly volatile, with continued instability in global markets, including ongoing trade negotiations, uncertainty over inflation, energy price fluctuations, continued escalation in geopolitical tensions and global recession fears having all contributed to a
−Removed: challenging global economic environment.
+Added: The current macroeconomic environment is highly volatile, with continued instability in global markets, including ongoing trade negotiations, uncertainty over inflation, energy price fluctuations, rising interest rates, continued escalation in geopolitical tensions and global recession fears having all contributed to a challenging global economic environment.
Future developments are dependent upon a number of political and economic factors, including the additional borrowing incurred by countries during the COVID-19 pandemic and the potential for lower growth expectations, higher global interest rates and continued inflationary pressures.
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Our operations are conducted through our subsidiaries.
−Removed: Our current sources of corporate liquidity include (i) our cash and cash equivalents, (ii) investments held within separately managed accounts, and (iii) interest and dividend income received on our cash and cash equivalents and investments.
+Added: Our current sources of corporate liquidity include (i) our cash and cash equivalents, (ii) investments held within SMAs and (iii) interest and dividend income received on our cash and cash equivalents and investments.
From time to time, we also receive (a) proceeds in the form of distributions or loan repayments from our subsidiaries or affiliates, (b) proceeds upon the disposition of investments and other assets and (c) proceeds in connection with the incurrence of debt or the issuance of equity securities.
−Removed: The ability of our operating subsidiaries to pay dividends or to make other payments or advances to us depends on their individual operating results and any statutory, regulatory or contractual restrictions to which they may be or may become subject and in some cases our receipt of such payments or advances may be limited due to tax considerations or the presence of noncontrolling interests.
+Added: The ability of our operating subsidiaries to pay dividends or to make other payments or advances to us depends on their
+Added: individual operating results and any statutory, regulatory or contractual restrictions to which they may be or may become subject and in some cases our receipt of such payments or advances may be limited due to tax considerations or the presence of noncontrolling interests.
Most of our operating subsidiaries are subject to credit agreements or indentures that restrict sales of assets and prohibit or limit the payment of dividends or the making of distributions, loans or advances to shareholders and partners, including us.
1 unchanged sentence
We are exposed to the risk of default by the counterparties to our cash and short-term investments, derivative and other financial instruments and undrawn debt facilities.
−Removed: Although we seek to manage the credit risks associated with our cash and short-term investments, derivative and other financial instruments, and undrawn debt facilities, we are exposed to the risk that
−Removed: our counterparties will default on their obligations to us.
+Added: Although we seek to manage the credit risks associated with our cash and short-term investments, derivative and other financial instruments and undrawn debt facilities, we are exposed to the risk that our counterparties will default on their obligations to us.
While we regularly review our credit exposures and currently have no specific concerns about the creditworthiness of any counterparty for which we have material credit risk exposures, we cannot rule out the possibility that one or more of our counterparties could fail or otherwise be unable to meet its obligations to us.
1 unchanged sentence
In this regard, (i) we may incur losses to the extent that we are unable to recover debts owed to us, including cash deposited and the value of financial losses, (ii) we may incur significant costs to recover amounts owed to us, and such recovery may take a long period of time or may not be possible at all, (iii) our derivative liabilities may be accelerated by the default of our counterparty, (iv) we may be exposed to financial risks as a result of the termination of affected derivative contracts, and it may be costly or impossible to replace such contracts or otherwise mitigate such risks, (v) amounts available under committed credit facilities may be reduced and (vi) disruption to the credit markets could adversely impact our ability to access debt financing on favorable terms, or at all.
−Removed: At December 31, 2022, our exposure to counterparty credit risk included (i) cash and cash equivalent and restricted cash balances of $1.7 billion, (ii) aggregate undrawn debt facilities of $1.5 billion and (iii) derivative assets with an aggregate fair value of $0.9 billion.
−Removed: For additional information regarding our derivative contracts and debt, see notes 8 and 11, respectively, to our consolidated financial statements included in Part II of this Annual Report on Form 10-K.
+Added: At December 31, 2023, our exposure to counterparty credit risk included (i) aggregate undrawn debt facilities of $1.6 billion, (ii) cash and cash equivalent and restricted cash balances of $1.4 billion and (iii) derivative assets with an aggregate fair value of $232.9 million.
+Added: For additional information regarding our derivative instruments and debt, see notes 8 and 11, respectively, to our consolidated financial statements included in Part II of this Annual Report on Form 10-K.
We may not report net earnings.
2 unchanged sentences
Other Factors
−Removed: We have not historically paid any cash dividends, and we may not pay dividends consistently or at all on any class of our ordinary shares.
−Removed: We do not presently intend to pay cash dividends on any class of our ordinary shares for the foreseeable future.
−Removed: However, we have the right to pay dividends, effect securities distributions or make bonus issues on Liberty Global shares.
−Removed: In addition, any dividends or distributions on, or repurchases of Liberty Global shares will reduce our “Distributable Reserves” (defined as our accumulated, realized profits less accumulated, realized losses, as measured for U.K.
−Removed: statutory purposes) legally available to be paid as dividends by our company under English law on any of our ordinary shares.
+Added: We have not historically paid any cash dividends, and we may not pay dividends consistently or at all on any class of our common shares.
+Added: We have not historically paid dividends on any class of of our common shares, however, we have the right to pay dividends, effect securities distributions or make bonus issues on Liberty Global shares.
The loss of certain key personnel could harm our business.
We have experienced employees at both the corporate and operational levels who possess substantial knowledge of our business and operations.
−Removed: We cannot assure you that we will be successful in retaining their services or that we would be successful in hiring and training suitable replacements without undue costs or delays.
+Added: We cannot be assured that we will be successful in retaining their services or that we would be successful in hiring and training suitable replacements without undue costs or delays.
As a result, the loss of any of these key employees could cause significant disruptions in our business operations, which could materially adversely affect our results of operations.
Malone has significant voting power with respect to corporate matters considered by our shareholders.
−Removed: Malone beneficially owns outstanding ordinary shares of Liberty Global representing 30.65% of our aggregate voting power as of February 13, 2023.
−Removed: By virtue of Mr.
−Removed: Malone’s voting power in our company, as well as his position as Chairman of our board of directors, Mr.
+Added: Malone beneficially owns outstanding common shares of Liberty Global representing 30.65% of our aggregate voting power as of February 13, 2024.
+Added: By virtue of Dr.
+Added: Malone’s voting power in our company, as well as his position as Chairman of our board of directors, Dr.
Malone may have significant influence over the outcome of any corporate transaction or other matters submitted to our shareholders for approval.
−Removed: For example, under English law and our articles of association, certain matters (including amendments to the articles of association) require the approval of 75% of the shareholders who vote (in person or by proxy) on the relevant resolution, and other certain corporate transactions or matters may require the approval of at least 75% of the outstanding shares of each class of our ordinary shares.
−Removed: Malone beneficially owns 30.65% of our aggregate voting power and 67.63% of the outstanding Class B ordinary shares of Liberty Global, he has the ability to prevent the requisite approval threshold from being met even though the other shareholders may determine that such action or transaction is beneficial for the company.
−Removed: Malone’s rights to vote or dispose of his equity interests in our company are not subject to any restrictions in favor of us other than as may be required by applicable law and except for customary transfer restrictions pursuant to equity award agreements.
+Added: For example, under our bye-laws, certain matters (including amendments to certain provisions of the bye-laws) require the approval of 75% of the outstanding Class A common shares and Class B common shares, voting together as a single class, and other certain corporate transactions or matters may require the approval of at least 75% of the outstanding Class A common shares and Class B common shares, voting together as a single class.
+Added: Malone beneficially owns 30.65% of our aggregate voting power, he has the ability to prevent the requisite approval threshold from being met even though the other shareholders may determine that such action or transaction is beneficial for the company.
+Added: Malone’s rights to vote or dispose of his equity interests in our company are not subject to any restrictions in favor of us other than as may be required by applicable law and customary transfer restrictions pursuant to equity award agreements.
It may be difficult for a third-party to acquire us, even if doing so may be beneficial to our shareholders.
−Removed: Certain provisions of our articles of association and of English law may discourage, delay, or prevent a change in control of our company that a shareholder may consider favorable.
+Added: Certain provisions of our bye-laws may discourage, delay or prevent a change in control of our company that a shareholder may consider favorable.
These provisions include the following:
−Removed: • authorizing a capital structure with multiple classes of ordinary shares;
−Removed: a Class B share class that entitles the holders to 10 votes per share;
−Removed: a Class A share class that entitles the holders to one vote per share;
−Removed: and a Class C share class that, except as otherwise required by applicable law, entitles the holders to no voting rights;
−Removed: • authorizing the issuance of “blank check” shares (both ordinary and preference), which could be issued by our board of directors to increase the number of outstanding shares and thwart a takeover attempt;
−Removed: • classifying our board of directors with staggered three-year terms, which may lengthen the time required to gain control of our board of directors, although under English law, shareholders of our company can remove a director without cause by ordinary resolution;
+Added: • authorizing a capital structure with multiple classes of common shares, a Class B share class that entitles the holders to 10 votes per share, a Class A share class that entitles the holders to one vote per share and a Class C share class that, except as otherwise required by applicable law, entitles the holders to no voting rights;
+Added: • classifying our board of directors with staggered three-year terms, which may lengthen the time required to gain control of our board of directors;
• prohibiting shareholder action by written resolution, thereby requiring all shareholder actions to be taken at a meeting of the shareholders;
−Removed: • requiring the approval of 75% in value of the shareholders (or class of shareholders) and/or English court approval for certain statutory mergers or schemes of arrangements;
−Removed: • establishing advance notice requirements for nominations of candidates for election to our board of directors or for proposing matters that can be acted upon by shareholders at shareholder meetings.
+Added: • establishing advance notice requirements for nominations of director candidates or for proposing matters that can be acted upon by shareholders at shareholder meetings;
+Added: • requiring supermajority shareholder approval with respect to certain extraordinary matters, such as certain mergers, amalgamations or consolidations of the company, or in the case of certain amendments to our bye-laws;
+Added: • the existence of authorized and unissued shares which would allow our board to issue shares to persons friendly to current management, thereby protecting the continuity of its management, or which could be used to dilute the share ownership of persons seeking to obtain control of us.
Change in control provisions in our incentive plans and related award agreements or in executive employment agreements may also discourage, delay or prevent a change in control of our company, even if such change of control would be in the best interests of our shareholders.
The enforcement of civil liabilities against us may be more difficult.
−Removed: Because we are a public limited company incorporated under the laws of England and Wales, investors could experience more difficulty enforcing judgments obtained against us in U.S.
−Removed: courts than would currently be the case for U.S.
−Removed: judgments obtained against a U.S.
−Removed: It may also be more difficult (or impossible) to bring some types of claims against us in courts sitting in England than it would be to bring similar claims against a U.S.
−Removed: company in a U.S.
−Removed: In particular, English law significantly limits the circumstances under which shareholders of English companies may bring derivative actions.
−Removed: Under English law generally, only the company can be the proper plaintiff in proceedings in respect of wrongful acts committed against us.
−Removed: Our articles of association provide for the exclusive jurisdiction of the English courts for shareholder lawsuits against us or our directors.
+Added: Because we are now a Bermuda exempted company limited by shares, investors could experience more difficulty enforcing judgments obtained against us, our directors or officers in U.S.
+Added: courts based on the civil liability provisions of English laws and the U.S.
+Added: securities laws.
+Added: We have been advised by our Bermuda counsel that there is no treaty in force between the U.S.
+Added: and Bermuda providing for the reciprocal recognition and enforcement of judgments in civil and commercial matters.
+Added: As a result, whether a U.S.
+Added: judgment would be enforceable in Bermuda against the company or its directors and officers depends on whether the U.S.
+Added: court that entered the judgment is recognized by a Bermuda court as having jurisdiction over the company or its directors and officers, as determined by reference to Bermuda conflict of law rules.
+Added: In addition, and irrespective of jurisdictional issues, Bermudan courts will not enforce a U.S.
+Added: federal securities law that is either penal or contrary to Bermuda public policy.
+Added: We have been advised that an action brought pursuant to a public or penal law, the purpose of which is the enforcement of a sanction, power or right at the instance of the state in its sovereign capacity, is unlikely to be entertained by a Bermuda court.
+Added: Certain remedies available under the laws of U.S.
+Added: jurisdictions, including certain remedies under U.S.
+Added: federal securities laws, may not be available under Bermudan law or enforceable in a Bermuda court, as they are likely to be contrary to Bermuda public policy.
+Added: Further, it may not be possible to pursue direct claims in Bermuda against the company or its directors and officers for alleged violations of U.S.
+Added: federal securities laws because these laws are unlikely to have extraterritorial effect and do not have the force of law in Bermuda.
+Added: A Bermuda court may, however, impose civil liability on us or our directors and officers if the facts alleged and proved in the Bermudan proceedings constitute or give rise to a cause of action under the applicable governing law, not being a foreign public, penal or revenue law.
+Added: Our bye-laws generally restrict shareholders from bringing legal action against our officers and directors .
+Added: Our bye-laws contain a general waiver by shareholders for any claim or right of action a shareholder might have (whether individually or by or in the right of the company) against any director or officer of the company arising from any action or inaction by such director or officer in the performance of their duties for Liberty Global or any of Liberty Global’s direct or indirect subsidiaries (but excluding any matter involving fraud or dishonesty).
+Added: Consequently, this waiver limits the right of shareholders to assert claims against our officers and directors unless the act or failure to act involves fraud or dishonesty.
+Added: There are potential regulatory limitations on the ownership and transfer of our shares if the our shares are delisted from Nasdaq.
+Added: Our shares may be offered or sold in Bermuda only in compliance with the provisions of the Bermuda Companies Act and the Investment Business Act 2003 of Bermuda, which regulates the sale of securities in Bermuda.
+Added: In addition, the Bermuda Monetary Authority ( BMA ) must approve all issues and transfers of shares of a Bermuda exempted company limited by shares.
+Added: However, the BMA has, pursuant to its statement of June 1, 2005, given its general permission under the Exchange Control Act 1972 and related regulations for the issue and free transfer of our shares to and among persons who are non-residents of Bermuda for exchange control purposes as long as any class of our shares are listed on an appointed stock exchange, which includes Nasdaq.
+Added: This general permission would cease to apply if none of our shares were to be listed on Nasdaq or another appointed stock exchange.
We are exposed to the risks arising from widespread epidemic diseases in the countries in which we operate, such as the outbreak of COVID-19, which could have a material adverse impact on our business, financial condition and results of operations.
1 unchanged sentence
While it is not currently possible to estimate the duration and severity of the adverse economic impact resulting from the preventative measures taken to contain or mitigate the spread of COVID-19, a continued period of global economic disruption may continue to have a material adverse impact on our business, financial condition and results of operations in future periods.
−Removed: We may also be adversely impacted by any government mandated regulations on our business that could be implemented in response to the COVID-19 pandemic.
+Added: We may also be adversely impacted by any government mandated regulations on our business that could be implemented in response to the COVID-19 pandemic or other pandemics or epidemics.
In addition, countries may seek new or increased revenue sources due to fiscal deficits that resulted from measures taken to mitigate the adverse economic impacts of COVID-19, such as, among other things, imposing new taxes on the products and services we provide.
−Removed: We are currently unable to predict the extent of any of these potential adverse effects.
+Added: We are currently unable to predict the extent of any of these potential adverse effects as they relate to the COVID-19 pandemic or any future pandemics or epidemics.
Geopolitical conflicts, energy shortages and other adverse incidents beyond our control could adversely affect our revenue and results of operations.
−Removed: Political unrest and global conflicts like the ongoing conflict between Russia and Ukraine have disrupted, and in the future may further continue to disrupt, global supply chains and heighten volatility and disruption of global financial markets.
−Removed: While we do not have direct operations within Russia or Ukraine, the conflict involving these nations has heightened the disruption to our supply chain, triggered inflation in our labor and energy costs and may increase our risk of cyberattacks, which could result in significant losses and damage and could damage our reputation with customers and suppliers if their confidential information is compromised.
−Removed: The impact of these global events on our longer-term operational and financial performance will depend on future developments, our and governmental responses to inflation, and the duration and severity of the conflict in Ukraine.
+Added: Political unrest and global conflicts like the ongoing conflict between Russia and Ukraine and the Israeli-Palestinian conflict have disrupted, and in the future may further continue to disrupt, global supply chains and heighten volatility and disruption of global financial markets.
+Added: While we do not have direct operations within the conflict areas, the conflicts involving these nations has heightened the disruption to our supply chain, contributing to inflation in our labor and energy costs and may increase our risk of cyberattacks, which could result in significant losses and damage and could damage our reputation with customers and suppliers if their confidential information is compromised.
+Added: The impact of these global events on our longer-term operational and financial performance will depend on future developments, our and governmental responses to inflation and the duration and severity of these conflicts.
Any terrorist attacks or incidents prompted by political unrest, particularly in markets that we serve, and the national and global military, diplomatic and financial response to such attacks or other threats, also may adversely affect our revenue and results of operations.
−Removed: UNRESOLVED STAFF COMMENTS
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.