What changed in this filing

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Item 7. Management’s Discussion and Analysis

2024-02-15 compared with 2023-02-22 · 199 added, 225 removed, 600 unchanged (41% of the section changed)

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dollars are calculated, and operational data is presented, as of December 31, 2023.

Certain prior year amounts have been reclassified to conform to the current year presentation.

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

Our operations comprise businesses that provide residential and B2B communications services in (i) Switzerland and Slovakia through UPC Holding, (ii) Belgium through Telenet and (iii) Ireland through VM Ireland.

Our operations comprise businesses that provide residential and B2B communications services in (i) Switzerland and Slovakia through Sunrise Holding, (ii) Belgium and Luxembourg through Telenet and (iii) Ireland through VM Ireland.

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

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

We also own (1) a 50% noncontrolling voting interest in the AtlasEdge JV, which is a leading European Edge data center platform, and (2) a 25% noncontrolling interest in the nexfibre JV, which is constructing a new fiber network in the U.K.

outside of the existing footprint of the VMO2 JV.

In October 2023, we completed the Telenet Takeover Bid (as defined and described in note 14 to our consolidated financial statements), pursuant to which we increased our ownership interest in Telenet to 100%.

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

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

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

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

through Virgin Media.

On June 1, 2021, we contributed the U.K.

JV Entities to the VMO2 JV and began accounting for our 50% interest in the VMO2 JV as an equity method investment.

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

Our company delivers market-leading products through next-generation networks that connect our customers to broadband internet, video, fixed-line telephony and mobile services.

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However, during 2023, the impact on our company continued to be relatively minimal as demand for our products and services remained strong.

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

It is not currently possible to predict whether there will be a significant resurgence of the COVID-19 pandemic as a result of new variants or otherwise, or to estimate the duration and severity of the COVID-19 pandemic or the adverse economic impact resulting from the preventative measures taken to contain or mitigate its outbreak.

No assurance can be given that an extended period of global economic disruption would not have a material adverse impact on our business, financial condition and results of operations in future periods.

Competition and Other External Factors

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Results of Operations

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

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

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

We have completed a number of transactions that impact the comparability of our 2023 and 2022 results of operations, the most notable of which are (i) the sale of UPC Poland on April 1, 2022 and (ii) the Telenet Tower Sale on June 1, 2022.

For further information regarding our dispositions, see note 6 to our consolidated financial statements.

In the following discussion, we quantify the estimated impact of material acquisitions (the Acquisition Impact ) and dispositions on our operating results.

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

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

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

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

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

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

Discussion and Analysis of our Reportable Segments

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

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

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

The tables presented below in this section provide the details of the revenue and Adjusted EBITDA of our reportable segments for 2023, as compared to 2022.

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Earnings (loss) from continuing operations $ (3,873.8) $ 1,105.3 $ 13,527.5

Income tax expense (benefit) 318.9 473.3 (275.9)

Income tax expense 149.6 318.9 473.3

Other income, net (225.5) (134.4) (44.9)

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Gain on Telenet Tower Sale — (700.5) —

Gain associated with the Telenet Wyre Transaction (377.8) — —

Share of results of affiliates, net 2,019.3 1,267.8 175.4

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Interest expense 907.9 589.3 882.1

Operating income 146.8 1,320.3 2,030.9

Operating income (loss) (244.5) 146.8 1,320.3

Impairment, restructuring and other operating items, net 67.9 85.1 (19.0)

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

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

2022 2021 $ % $ %

in millions, except percentages

Switzerland $ 3,180.9 $ 3,321.9 $ (141.0) (4.2) $ (0.5) —

Belgium 2,807.3 3,065.9 (258.6) (8.4) 49.2 1.6

Year ended December 31, Increase (decrease) Organic

increase (decrease)

2023 2022 (a) $ % $ %

Ireland 494.7 550.0 (55.3) (10.1) 5.6 1.0

in millions, except percentages

$ 3,380.4 $ 3,180.9 $ 199.5 6.3 $ (10.1) (0.3)

3,089.2 2,807.3 281.9 10.0 54.5 1.8

506.1 494.7 11.4 2.3 (2.0) (0.4)

Central and Other

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— Not Meaningful.

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

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

JV Transaction.

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

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

(a) Amounts have been revised, as applicable, to reflect the retrospective impact of the Tech Framework, as further described in note 19 to our consolidated financial statements.

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

revenue Non-subscription

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(37.4) — (37.4)

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

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

Increase in residential mobile revenue (b) 29.4 19.1 48.5

Increase in B2B revenue (c)

3.4 15.2 18.6

Increase in residential fixed non-subscription revenue (a) — 29.1 29.1

Total increase (decrease) in residential fixed revenue (46.4) 29.1 (17.3)

Increase (decrease) in residential mobile revenue (b) 23.4 (17.1) 6.3

Increase in B2B revenue

Decrease in other revenue — (6.8) (6.8)

Total organic increase (decrease) (18.6) 8.5 (10.1)

Impact of acquisitions 10.1 — 10.1

142.8 56.7 199.5

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_______________

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

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

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

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

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

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

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

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

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

revenue Non-subscription

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Decrease in residential fixed non-subscription revenue — (9.2) (9.2)

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

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

Total increase (decrease) in residential fixed revenue 8.6 (9.2) (0.6)

Increase in residential mobile revenue (a) 16.4 0.7 17.1

Increase in B2B revenue (b)

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_______________

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

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

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

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

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

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

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

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

The increase in B2B non-subscription revenue is primarily attributable to higher revenue from wholesale services.

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

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

revenue Non-subscription

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Total decrease in residential fixed revenue (7.7) (0.7) (8.4)

Increase in residential mobile revenue 3.7 1.1 4.8

Increase in B2B revenue

Increase in other revenue — 1.1 1.1

Total organic increase 2.9 2.7 5.6

Increase (decrease) in residential mobile revenue 2.6 (1.5) 1.1

Increase (decrease) in B2B revenue

0.8 (0.5) 0.3

Increase in other revenue — 5.0 5.0

Total organic increase (decrease) (4.3) 2.3 (2.0)

Total $ 5.1 $ 6.3 $ 11.4

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

Year ended December 31, Increase (decrease) Organic

increase (decrease)

2022 2021 $ % $ %

in millions, except percentages

Switzerland $ 1,137.8 $ 1,208.7 $ (70.9) (5.9) $ (3.0) (0.3)

Belgium 1,308.1 1,481.8 (173.7) (11.7) 14.7 1.0

Year ended December 31, Increase (decrease) Organic decrease

2023 2022 (a) $ % $ %

Ireland 197.5 218.6 (21.1) (9.7) 3.2 1.5

in millions, except percentages

$ 1,148.5 $ 1,097.8 $ 50.7 4.6 $ (28.0) (2.5)

1,315.2 1,299.6 15.6 1.2 (6.1) (0.5)

181.4 183.6 (2.2) (1.2) (6.9) (3.7)

Central and Other

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— Not Meaningful.

(a) Represents the Adjusted EBITDA of the U.K.

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

JV Transaction.

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

(a) Amounts have been revised, as applicable, to reflect the retrospective impact of the Tech Framework, as further described in note 19 to our consolidated financial statements.

Adjusted EBITDA Margin

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Year ended December 31,

Switzerland 35.7 % 36.4 %

Belgium 46.6 % 48.3 %

Ireland 39.9 % 39.7 %

2023 2022 (a)

34.0 % 34.5 %

42.6 % 46.3 %

35.8 % 37.1 %

33.4 % 35.5 %

VodafoneZiggo JV

44.3 % 47.1 %

_______________

(a) Amounts have been revised, as applicable, to reflect the retrospective impact of the Tech Framework, as further described in note 19 to our consolidated financial statements.

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

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

Analysis of our Consolidated Operating Results below.

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

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

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

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

(e) Other revenue includes, among other items, (i) broadcasting revenue at Telenet, VM Ireland and Sunrise, (ii) revenue earned from the U.K.

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

Total revenue.

Our consolidated revenue decreased $3,115.6 million or 30.2% during 2022, as compared to 2021.

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

JV Transaction.

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

Our consolidated revenue increased $295.7 million or 4.1% during 2023, as compared to 2022.

This increase includes an increase of $156.7 million attributable to the impact of acquisitions.

On an organic basis, our consolidated revenue decreased $106.0 million or 1.4%.

Residential revenue.

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

Decrease in residential fixed subscription revenue due to change in:

The details of the increase in our consolidated residential revenue during 2023, as compared to 2022, are as follows (in millions):

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

Average number of customers $ (59.0)

Decrease in residential fixed non-subscription revenue (18.0)

Increase in residential fixed non-subscription revenue 18.9

Total decrease in residential fixed revenue (26.2)

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Impact of acquisitions and dispositions 34.9

Total decrease in residential revenue $ (2,720.7)

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

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

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

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

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

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

Total increase in residential revenue $ 252.9

On an organic basis, our consolidated residential fixed subscription revenue decreased $45.1 million or 1.6% during 2023, as compared to 2022, primarily attributable to a decrease at Sunrise.

On an organic basis, our consolidated residential fixed non-subscription revenue increased $18.9 million or 40.0% during 2023, as compared to 2022, primarily due to an increase at Sunrise.

On an organic basis, our consolidated residential mobile subscription revenue increased $42.4 million or 3.0% during 2023, as compared to 2022, primarily attributable to increases at Sunrise and Telenet.

On an organic basis, our consolidated residential mobile non-subscription revenue decreased $19.0 million or 3.5% during 2023, as compared to 2022, primarily due to a decrease at Sunrise.

On an organic basis, our consolidated B2B subscription revenue increased $26.7 million or 5.2% during 2023, as compared to 2022, primarily due to an increase at Telenet.

On an organic basis, our consolidated B2B non-subscription revenue increased $16.8 million or 1.9% during 2023, as compared to 2022, primarily due to an increase at Telenet.

Other revenue.

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

On an organic basis, our consolidated other revenue decreased $146.7 million or 13.4% during 2023, as compared to 2022, primarily attributable to (i) a decrease in revenue earned from the U.K.

JV Services and NL JV Services and (ii) lower revenue earned from the sale of CPE to the VodafoneZiggo JV.

For additional information regarding the decrease in revenue earned from the U.K.

JV Services and NL JV Services, see note 19 to our consolidated financial statements.

Programming and other direct costs of services

Programming and other direct costs of services include programming and copyright costs, interconnect and access costs, costs of mobile handsets and other devices and other direct costs related to our operations, including costs associated with our transitional service agreements.

Programming and copyright costs represent a significant portion of our operating costs and are subject to rise in future periods due to various factors, including (i) higher costs associated with the expansion of our digital video content, including rights associated with ancillary product offerings and rights that provide for the broadcast of live sporting events and (ii) rate increases.

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increase (decrease)

2022 2021 $ % $ %

in millions, except percentages

Switzerland $ 1,020.1 $ 1,063.2 $ (43.1) (4.1) $ 2.0 0.2

Belgium 657.9 706.8 (48.9) (6.9) (2.4) (0.3)

2023 2022 (a) $ % $ %

Ireland 134.2 157.7 (23.5) (14.9) (7.1) (4.5)

in millions, except percentages

$ 1,100.6 $ 1,020.1 $ 80.5 7.9 $ 33.5 3.3

789.1 657.9 131.2 19.9 5.4 0.7

139.0 134.2 4.8 3.6 1.4 1.0

Central and Other

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— Not Meaningful.

(a) Represents the programming and other direct costs of the U.K.

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

JV Transaction.

Our programming and other direct costs of services decreased $931.9 million or 30.9% during 2022, as compared to 2021.

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

JV Transaction.

(a) Amounts have been revised, as applicable, to reflect the retrospective impact of the Tech Framework, as further described in note 19 to our consolidated financial statements.

Our programming and other direct costs of services increased $299.0 million or 14.3% during 2023, as compared to 2022.

This increase includes an increase of $86.9 million attributable to the impact of acquisitions.

On an organic basis, our programming and other direct costs of services increased $131.5 million or 6.1%.

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

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

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

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

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

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

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

JV Transaction, are classified as direct costs of services.

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

This increase includes the following factors:

• An increase of $96.9 million at Central and Other associated with the impact of our determination to market and sell certain of our internally-developed software to third parties, as further described in note 19 to our consolidated financial statements;

• A decrease in interconnect and access costs of $11.1 million or 4.0%, primarily due to the net effect of (i) lower interconnect and mobile roaming costs, primarily at Sunrise and Telenet, and (ii) higher lease and B2B data costs, primarily at Sunrise;

• A decrease in costs of $10.3 million at Central and Other related to the sale of CPE to the VodafoneZiggo JV.

Other operating expenses

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increase (decrease)

2022 2021 $ % $ %

in millions, except percentages

Switzerland $ 422.3 $ 405.1 $ 17.2 4.2 $ 36.4 9.0

Belgium 434.4 451.6 (17.2) (3.8) 10.4 2.2

2023 2022 (a) $ % $ %

Ireland 90.0 94.5 (4.5) (4.8) 6.7 7.1

in millions, except percentages

$ 497.6 $ 462.5 $ 35.1 7.6 $ 3.7 0.8

512.8 441.9 70.9 16.0 23.3 4.9

123.4 110.5 12.9 11.7 9.7 8.8

Central and Other

6 unchanged sentences

— Not Meaningful.

(a) Represents the other operating expenses of the U.K.

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

JV Transaction.

Our other operating expenses (exclusive of share-based compensation expense) decreased $387.6 million or 26.4% during 2022, as compared to 2021.

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

JV Transaction.

(a) Amounts have been revised, as applicable, to reflect the retrospective impact of the Tech Framework, as further described in note 19 to our consolidated financial statements.

Our other operating expenses (exclusive of share-based compensation expense) increased $112.1 million or 10.3% during 2023, as compared to 2022.

This increase includes an increase of $16.6 million attributable to the impact of acquisitions.

On an organic basis, our other operating expenses increased $23.5 million or 2.1%.

This increase is primarily due to the following factors:

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

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

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

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

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

This increase includes the following factors:

• An increase in outsourced labor costs of $15.2 million or 17.0%, primarily associated with customer facing activities at Telenet and Sunrise;

• An increase in personnel costs of $14.0 million or 4.4%, primarily due to the net effect of (i) higher average costs per employee, primarily at Central and Other and Telenet, (ii) lower staffing levels, primarily at Central and Other, and (iii) higher costs due to lower capitalizable activities, primarily at Central and Other;

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

• A decrease in other operating expenses due to $4.5 million recognized at Sunrise associated with the sale of certain handset receivables in the second quarter of 2022.

The expense recognized represents the difference between the carrying amount of the associated receivables and the amount received pursuant to the sale.

SG&A expenses

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increase (decrease)

2022 2021 $ % $ %

in millions, except percentages

Switzerland $ 600.7 $ 644.9 $ (44.2) (6.9) $ (35.9) (5.4)

Belgium 406.9 425.7 (18.8) (4.4) 26.5 6.2

2023 2022 (a) $ % $ %

Ireland 73.0 79.2 (6.2) (7.8) 2.8 3.6

in millions, except percentages

$ 633.7 $ 600.5 $ 33.2 5.5 $ (19.3) (3.1)

472.1 407.9 64.2 15.7 31.9 7.5

62.3 66.4 (4.1) (6.2) (6.2) (9.3)

Central and Other

6 unchanged sentences

— Not Meaningful.

(a) Represents the SG&A expenses the U.K.

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

JV Transaction.

(a) Amounts have been revised, as applicable, to reflect the retrospective impact of the Tech Framework, as further described in note 19 to our consolidated financial statements.

Supplemental SG&A expense information

Year ended December 31, Decrease Organic increase

Year ended December 31, Increase Organic

increase (decrease)

2023 2022 $ % $ %

5 unchanged sentences

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

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

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

JV Transaction.

Our SG&A expenses (exclusive of share-based compensation expense) increased $110.4 million or 7.7% during 2023, as compared to 2022.

This increase includes an increase of $32.1 million attributable to the impact of acquisitions.

On an organic basis, our SG&A expenses increased $18.5 million or 1.3%.

This increase is primarily due to the following factors:

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

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

This increase includes the following factors:

• An increase in personnel costs of $33.6 million or 5.4%, primarily due to (i) higher average costs per employee, primarily at Telenet and Central and Other, and (ii) increases in incentive compensation costs at Sunrise and Central and Other;

• A decrease in external sales and marketing costs of $11.4 million or 3.4%, primarily due to the net effect of (i) lower costs associated with advertising campaigns, primarily at Sunrise and Telenet, and (ii) higher third-party sales commissions at Telenet and Sunrise;

• An increase in business service costs of $8.9 million or 4.5%, primarily due to higher (i) consulting costs at Sunrise and (ii) travel and entertainment costs at Central and Other.

Share-based compensation expense

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Other (c) 33.5 30.8

Total Liberty Global

Telenet share-based incentive awards (d) 10.9 35.1

Total Liberty Global (d)

Telenet share-based incentive awards (e) 27.7 10.9

Other 5.5 9.8

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

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

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

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

(a) In April 2023, the compensation committee of our board of directors approved the extension of the expiration dates of outstanding SARs and director options granted in 2016 through 2018 from a seven-year term to a ten-year term (prior to 2019, awards granted under the 2014 Incentive Plans expired seven years after the grant date).

Accordingly, the Black-Scholes fair values of the outstanding awards increased, resulting in the recognition of an aggregate incremental share-based compensation expense of $27.1 million during 2023.

(b) The 2023 amount includes share-based compensation expense related to certain Telenet Replacement Awards.

The 2022 amount includes share-based compensation expense related to our 2019 Challenge Performance Awards.

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

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

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

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

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

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

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

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

(d) In accordance with the terms of the Telenet Takeover Bid, we issued Telenet Replacement Awards to employees and former directors of Telenet in exchange for corresponding Telenet awards.

In connection with the Telenet Takeover Bid, the Telenet Replacement Awards were remeasured as of October 13, 2023 in a 1:2 ratio between Liberty Global Class A and Liberty Global Class C shares.

No incremental share-based compensation expense was recognized from the remeasurement and modification of the Telenet awards.

The Telenet Replacement Awards were re-granted on November 7, 2023, resulting in total share-based compensation expense of $50.0 million, of which $8.5 million was recognized on this date due to the immediate vesting of select Telenet Replacement Awards.

The remaining expense of $41.5 million will be amortized over the remaining service periods of the unvested Telenet Replacement Awards, subject to forfeitures and the satisfaction of performance conditions.

For further information regarding the Telenet Takeover Bid, see note 14 to our consolidated financial statements.

(e) Represents the share-based compensation expense associated with Telenet’s share-based incentive awards prior to the Telenet Takeover Bid.

In addition, €7.6 million ($8.2 million at the applicable rate) was expensed during the fourth quarter of 2023 related to the reimbursement of certain employee income taxes associated with the ESOP 2019 and the ESOP 2020.

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

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Our depreciation and amortization expense was $2,315.2 million and $2,171.4 million during 2023 and 2022, respectively.

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

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

Excluding the effects of FX, depreciation and amortization expense increased $52.5 million or 2.4% during 2023, as compared to 2022.

This increase is primarily due to the net effect of (i) a decrease associated with certain assets becoming fully depreciated, primarily at Central and Other, Sunrise and Telenet, (ii) an increase associated with property and equipment additions related to the installation of CPE, the expansion and upgrade of our networks and other capital initiatives, primarily at Central and Other, Sunrise and Telenet, (iii) an increase associated with changes in the useful life of certain assets, primarily in Central and Other and Telenet, and (iv) an increase associated with acquisitions, primarily at Telenet and Sunrise.

For additional information regarding our recent acquisitions, see note 5 to our consolidated financial statements.

Impairment, restructuring and other operating items, net

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

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

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

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

We recognized impairment, restructuring and other operating items, net, of $67.9 million and $85.1 million during 2023 and 2022, respectively.

The 2023 amount primarily includes (i) restructuring costs of $52.4 million, primarily at Sunrise, Telenet and VM Ireland, (ii) direct acquisition and disposition costs of $29.9 million, primarily at Telenet and Central and Other, (iii) a $21.4 million credit to abandoned lease expense, primarily at Sunrise, and (iv) a provision for legal contingencies of $10.0 million, primarily at Sunrise.

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

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

Any such impairment charges could be significant.

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We recognized interest expense of $907.9 million and $589.3 million during 2023 and 2022, respectively.

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

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

JV Transaction.

Excluding the effects of FX, interest expense increased $292.3 million or 49.6% during 2023, as compared to 2022.

This increase is primarily attributable to a higher weighted average interest rate and a higher average outstanding debt balance.

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

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Cross-currency and interest rate derivative contracts (a) $ (785.4) $ 1,185.5

Equity-related derivative instruments (b) 258.5 —

Foreign currency forward and option contracts 0.6 28.3

Equity-related derivative instruments:

Other — (0.7)

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

Other (0.7) 2.0

Total $ (526.3) $ 1,213.1

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

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

(a) The loss during 2023 is attributable to net losses associated with changes in (i) the relative value of certain currencies and (ii) certain market interest rates.

In addition, the loss during 2023 includes a net gain of $36.9 million resulting from changes in our credit risk valuation adjustments.

The gain during 2022 is attributable to net gains associated with changes in (a) certain market interest rates and (b) the relative value of certain currencies.

In addition, the gain during 2022 includes a net loss of $16.6 million resulting from changes in our credit risk valuation adjustments.

(b) For information concerning the factors that impact the valuations of our equity-related derivative instruments, see note 9 to our consolidated financial statements.

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Year ended December 31,

Intercompany payables and receivables denominated in a currency other than the entity’s functional currency (a)

$ 1,806.7 $ 1,595.7

Intercompany balances denominated in a currency other than the entity’s functional currency (a) $ (325.1) $ 1,806.7

dollar denominated debt issued by euro functional currency entities

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Cash and restricted cash denominated in a currency other than the entity’s functional currency 9.2 80.9

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

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

Other (3.9) (3.7)

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

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

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

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

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

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

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

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(77.8) (55.4)

(40.5) (233.9)

(26.4) (49.1)

Televisa Univision

Other, net (b) (26.3) 42.6

Other, net (c) (25.5) (27.1)

Total $ (557.3) $ (323.5)

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

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

(a) We completed the sale of our investment in Skillz during the first quarter of 2023.

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

(c) Includes gains of $8.0 million and $15.7 million, respectively, related to investments that were sold during the year.

Gains (losses) on debt extinguishment, net

We recognized net gains (losses) on debt extinguishment of ($1.4 million) and $2.8 million during 2023 and 2022, respectively.

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

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

The loss during 2023 is attributable to the write-off of unamortized deferred financing costs and discounts.

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

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

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(31.1) (23.3)

(19.4) (20.2)

Other (11.4) (14.7)

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Year ended December 31,

2022 2021 (1)

Revenue $ 13,574.1 $ 12,857.2

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$ 4,531.3 $ 4,562.2

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

Operating loss (1) $ (2,274.5) $ (3,461.5)

Non-operating income (expense) (2) $ (1,454.3) $ 448.7

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

(1) Includes depreciation and amortization expense of $3,693.5 million and $4,108.5 million, respectively.

(2) Includes interest expense of $1,505.1 million and $1,016.2 million, respectively.

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

The VMO2 JV was formed on June 1, 2021.

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

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

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

In addition, amounts include charges of £2.3 billion ($2.9 billion at the applicable rate) and £3.1 billion ($3.6 billion at the applicable rate), respectively, related to the VMO2 JV’s goodwill impairments, as described in note 7 to our consolidated financial statements.

The change in the VMO2 JV’s revenue during 2023, as compared to 2022, is primarily due to the net effect of (i) an increase in other revenue of $720 million due to low-margin construction revenue from the nexfibre JV, (ii) a decrease in residential fixed revenue and (iii) a one-time increase of $48 million in other revenue due to a change in the contract terms with a related-party supplier, with each revenue category as defined and reported by the VMO2 JV.

The change in the VMO2 JV’s Adjusted EBITDA during 2023, as compared to 2022, is primarily due to the net effect of (a) the realization of synergies, (b) higher energy costs and (c) the net impact of (1) the aforementioned one-time revenue increase, (2) a $35 million benefit in 2022 due to the resolution of a legal matter and (3) a reduction in costs of $19 million in 2023 due to a change in the contract terms of services provided by a related-party.

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

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(2) Includes interest expense of $787.8 million and $606.4 million, respectively.

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

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

The change in the VodafoneZiggo JV’s revenue during 2023, as compared to 2022, is primarily due to (i) an increase in residential mobile revenue and (ii) higher B2B fixed revenue.

The change in the VodafoneZiggo JV’s Adjusted EBITDA during 2023, as compared to 2022, is primarily due to inflation-related increases in energy and staff costs.

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

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

Gain associated with the Telenet Wyre Transaction

In connection with the Telenet Wyre Transaction, we recognized a net gain of $377.8 million during 2023.

For additional information, see note 5 to our consolidated financial statements.

Gain on Telenet Tower Sale

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

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

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

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In connection with the U.K.

JV Transaction, we recognized a pre-tax gain during 2021 of $10,873.8 million, net of the recognition of a cumulative foreign currency translation loss of $1,198.6 million.

JV Transaction, we recognized a pre-tax gain of $10,873.8 million during 2021, net of the recognition of a cumulative foreign currency translation loss of $1,198.6 million.

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

Gain on AtlasEdge JV Transactions

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

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

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

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These amounts include (i) interest and dividend income of $212.7 million and $76.6 million, respectively, and (ii) credits related to the non-service component of our net periodic pension costs of $12.1 million and $33.9 million, respectively.

Income tax benefit (expense)

Income tax expense

We recognized income tax expense of $149.6 million and $318.9 million during 2023 and 2022, respectively.

The income tax expense during 2023 differs from the expected income tax benefit of $875.2 million (based on the U.K.

blended income tax rate of 23.5%), primarily due to the net negative impact of (i) certain permanent differences between the financial and tax accounting treatment of items associated with investments in subsidiaries and affiliates, (ii) a net increase in valuation allowances and (iii) non-deductible or non-taxable foreign currency exchange results.

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

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

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

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

JV Transaction.

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

Earnings (loss) from continuing operations

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

During 2023 and 2022, we reported earnings (loss) from continuing operations of ($3,873.8 million) and $1,105.3 million, respectively, consisting of (i) operating income (loss) of ($244.5 million) and $146.8 million, respectively, (ii) net non-operating income (expense) of ($3,479.7 million) and $1,277.4 million, respectively, and (iii) income tax expense of $149.6 million and $318.9 million, respectively.

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

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Earnings from discontinued operations, net of taxes

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

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

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

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Net earnings attributable to noncontrolling interests

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

Net earnings attributable to noncontrolling interests was $177.9 million and $513.1 million during 2023 and 2022, respectively, primarily attributable to the results of operations of Telenet prior to the Telenet Takeover Bid.

Liquidity and Capital Resources

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

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

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

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

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Borrowing groups (c):

Sunrise Holding

Total borrowing groups 917.3

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dollars, respectively.

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

(e) The balance of our investments held under SMAs is held by unrestricted subsidiaries of Liberty Global and denominated entirely in U.S.

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

Liquidity of Liberty Global and its unrestricted subsidiaries

The $1.8 million of cash and cash equivalents held by Liberty Global and, subject to certain tax and legal considerations, the $580.5 million of aggregate cash and cash equivalents held by unrestricted subsidiaries, together with the $2,854.6 million of investments held under SMAs, represented available liquidity at the corporate level at December 31, 2022.

Subject to certain tax and legal considerations, the $498.6 million of aggregate cash and cash equivalents held by unrestricted subsidiaries, together with the $2,276.1 million of investments held under SMAs, represented available liquidity at the corporate level at December 31, 2023.

Our remaining cash and cash equivalents of $917.3 million at December 31, 2023 were held by our borrowing groups, as set forth in the table above.

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For information regarding certain limitations imposed by our subsidiaries’ debt instruments at December 31, 2023, see note 11 to our consolidated financial statements.

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

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

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

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

At December 31, 2022, our consolidated cash and cash equivalents balance included $1,345.8 million held by entities that are domiciled outside of the U.K.

At December 31, 2023, all of our consolidated cash and cash equivalents were held by entities that are domiciled outside of Bermuda.

Based on our assessment of our ability to access the liquidity of our subsidiaries on a tax efficient basis and our expectations with respect to our corporate liquidity requirements, we do not anticipate that tax considerations will adversely impact our corporate liquidity over the next 12 months.

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dollar-denominated liquidity requirements.

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

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

Our short- and long-term liquidity requirements include (i) corporate general and administrative expenses, (ii) interest payments on the Vodafone Collar Loan and (iii) principal payments on the Vodafone Collar Loan to the extent not settled through the delivery of the underlying shares.

In addition, Liberty Global and its unrestricted subsidiaries may require cash in connection with (a) the repayment of third-party and intercompany debt, (b) the satisfaction of contingent liabilities, (c) acquisitions, (d) the repurchase of equity and debt securities, (e) other investment opportunities, (f) any funding requirements of our subsidiaries and affiliates or (g) income tax payments.

During 2023, the aggregate amount of our share repurchases, including direct acquisition costs, was $1,505.9 million.

incorporated company, we may only elect to repurchase shares or pay dividends to the extent of our Distributable Reserves.

Under our current repurchase program, we are authorized during 2023 to repurchase 10% of our total outstanding shares as of the beginning of the year.

For additional information regarding our share repurchase programs, see note 14 to our consolidated financial statements.

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

From time to time, our borrowing groups may also require liquidity in connection with (i) acquisitions and other investment opportunities, (ii) loans to Liberty Global, (iii) capital distributions to Liberty Global and other equity owners or (iv) the satisfaction of contingent liabilities.

From time to time, our borrowing groups may also require liquidity in connection with (i) acquisitions and other investment opportunities, (ii) loans to Liberty Global or its unrestricted subsidiaries, (iii) capital distributions to Liberty Global and other equity owners or (iv) the satisfaction of contingent liabilities.

No assurance can be given that any external funding would be available to our borrowing groups on favorable terms, or at all.

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We seek to maintain our debt at levels that provide for attractive equity returns without assuming undue risk.

In this regard, we generally seek to cause our operating subsidiaries to maintain their debt at levels that result in a consolidated debt balance (measured using subsidiary debt figures at swapped foreign currency exchange rates, consistent with the covenant calculation requirements of our subsidiary debt agreements) that is between four and five times our consolidated Adjusted EBITDA, although the timing of our acquisitions and financing transactions and the interplay of average and spot foreign currency rates may impact this ratio.

In this regard, we generally seek to cause our operating subsidiaries to maintain their debt at levels that result in a consolidated debt balance (excluding the Vodafone Collar Loan and measured using subsidiary debt figures at swapped foreign currency exchange rates, consistent with the covenant calculation requirements of our subsidiary debt agreements) that is between four and five times our consolidated Adjusted EBITDA, although the timing of our acquisitions and financing transactions and the interplay of average and spot foreign currency rates may impact this ratio.

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

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Under our credit facilities and senior and senior secured notes there is no cross-default risk between subsidiary borrowing groups in the event that one or more of our borrowing groups were to experience significant declines in their Adjusted EBITDA to the extent they were no longer able to service their debt obligations.

Any mandatory prepayment events or events of default that may occur would only impact the relevant borrowing group in which these events occur and do not allow for any recourse to other borrowing groups or Liberty Global plc.

Our credit facilities and senior and senior secured notes require that certain members of the relevant borrowing group guarantee the payment of all sums payable thereunder and such group members are required to grant first-ranking security over their shares or, in certain borrowing groups, over substantially all of their assets to secure the payment of all sums payable thereunder.

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Operating Activities.

The decrease in net cash provided by our operating activities is primarily attributable to the net effect of (i) a decrease in cash provided by our Adjusted EBITDA and related working capital items, which includes (a) the impact of the U.K.

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

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

The decrease in net cash provided by our operating activities is primarily attributable to the net effect of (i) a decrease in cash provided due to higher payments for taxes, including $315.0 million related to a payment of disputed tax associated with a tax litigation matter (see note 13 to our consolidated financial statements), (ii) a decrease in cash provided due to higher payments of interest, (iii) an increase in cash provided due to higher net cash receipts related to derivative instruments, (iv) a decrease in cash provided by our Adjusted EBITDA and related working capital items, which includes a decrease in cash of $113.7 million (at the applicable rate) in connection with the sale of certain handset receivables in Switzerland during 2022, (v) a decrease in cash provided of $183.4 million due to lower dividend distributions from the VodafoneZiggo JV and the VMO2 JV, (vi) an increase in cash provided due to higher receipts of interest and (vii) an increase due to FX.

Investing Activities.

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

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

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

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

The change in net cash provided (used) by our investing activities is primarily attributable to (i) a decrease in cash of $1,553.3 million in connection with the sale of UPC Poland during 2022, (ii) a decrease in cash of $921.8 million associated with higher net cash paid for investments, primarily related to the net effect of our investment in Vodafone and our investments held under SMAs, (iii) a decrease in cash of $779.9 million in connection with the Telenet Tower Sale during 2022, (iv) an increase in cash of $337.3 million due to higher dividend distributions received from the VMO2 JV and (v) a decrease in cash of $117.3 million associated with higher net cash paid for acquisitions.

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

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Changes in current liabilities related to capital expenditures

(68.7) (57.8)

Capital expenditures, net $ 1,386.0 $ 1,303.2

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

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

The decrease in our property and equipment additions during 2023, as compared to 2022, is primarily due to the net effect of (i) a decrease in local currency expenditures of our subsidiaries due to the net effect of (a) a decrease in expenditures to support new customer products and operational efficiency initiatives, (b) an increase in expenditures for new build and upgrade projects, (c) a decrease in baseline expenditures, including network improvements and expenditures for property and facilities and information technology systems, and (d) an increase in expenditures for the purchase and installation of CPE and (ii) an increase due to FX.

During 2023 and 2022, our property and equipment additions represented 21.1% and 22.1% of revenue, respectively.

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Financing Activities.

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

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

The decrease in net cash used by our financing activities is primarily attributable to the net effect of (i) a decrease in cash used of $3,137.8 million due to higher net borrowings of debt, including borrowings related to the Vodafone Collar Loan, (ii) an increase in cash used of $985.7 million due to the acquisition of shares in connection with the Telenet Takeover Bid and (iii) a decrease in cash used of $208.7 million due to lower repurchases of Liberty Global common shares.

Adjusted Free Cash Flow

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

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

Net cash provided by operating activities of our continuing operations includes cash paid for third-party costs directly associated with successful and unsuccessful acquisitions and dispositions of $27.7 million and $36.2 million during 2023 and 2022, respectively.

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

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

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

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

For this reporting unit, our fair value determination is based on quoted market prices.

For other reporting units, we typically determine fair value using an income-based approach (discounted cash flows) based on assumptions in our long-range business plans and, in some cases, a combination of an income-based approach and a market-based approach.

With respect to our discounted cash flow analysis used in the income-based approach, the timing and amount of future cash flows under these business plans require estimates of, among other items, subscriber growth and retention rates, rates charged per product, expected gross margins and Adjusted EBITDA margins and expected property and equipment additions.

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

We determine fair value using an income-based approach (discounted cash flows) based on assumptions in our long-range business plans or a market-based approach (current multiples of comparable public companies and guideline transactions) and, in some cases, a combination of an income-based approach and a market-based approach.

Wi th respect to our discounted cash flow analysis used in the income-based approach, the timing and amount of future cash flows under these business plans require estimates of, among other items, subscriber growth and retention rates, rates charged per product, expected gross margins and Adjusted EBITDA margins and expected property and equipment additions.

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

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

Any such impairment charges could be significant.

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

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

We capitalize internal and external costs

directly associated with the development of internal-use software.

Costs related to the development of entertainment- and connectivity-related software that we externally market, or plan to externally market, to third parties are expensed as incurred, as the time period between technological feasibility and product launch is generally limited in duration and the associated costs during said time period are not significant.

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

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

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

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

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

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

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 7. Management’s Discussion and Analysis