12 unchanged sentences
OTHER INFORMATION
−Removed: Not applicable.
+Added: During the quarter ended December 31, 2023, none of the Company’s directors or executive officers adopted or terminated any contract, instruction or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement.”
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
10 unchanged sentences
To the Shareholders and Board of Directors
−Removed: Liberty Global plc:
+Added: Liberty Global Ltd.:
Opinion on Internal Control Over Financial Reporting
−Removed: We have audited Liberty Global plc and subsidiaries' (the Company) internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
+Added: We have audited Liberty Global Ltd.
+Added: and subsidiaries’ (the Company) internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
−Removed: We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2022 and 2021, the related consolidated statements of operations, comprehensive earnings (loss), equity, and cash flows for each of the years in the three-year period ended December 31, 2022, and the related notes and financial statement schedules I to II (collectively, the consolidated financial statements), and our report dated February 22, 2023 expressed an unqualified opinion on those consolidated financial statements.
+Added: We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2023 and December 31, 2022, the related consolidated statements of operations, comprehensive earnings (loss), equity, and cash flows for each of the years in the three-year period ended December 31, 2023, and the related notes and financial statement schedules I to II (collectively, the consolidated financial statements), and our report dated February 15, 2024 expressed an unqualified opinion on those consolidated financial statements.
Basis for Opinion
19 unchanged sentences
To the Shareholders and Board of Directors
−Removed: Liberty Global plc:
+Added: Liberty Global Ltd.:
Opinion on the Consolidated Financial Statements
−Removed: We have audited the accompanying consolidated balance sheets of Liberty Global plc and subsidiaries (the Company) as of December 31, 2022 and 2021, the related consolidated statements of operations, comprehensive earnings (loss), equity, and cash flows for each of the years in the three-year period ended December 31, 2022, and the related notes and financial statement schedules I to II (collectively, the consolidated financial statements).
−Removed: In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2022, in conformity with U.S.
+Added: We have audited the accompanying consolidated balance sheets of Liberty Global Ltd.
+Added: and subsidiaries (the Company) as of December 31, 2023 and December 31, 2022, the related consolidated statements of operations, comprehensive earnings (loss), equity, and cash flows for each of the years in the three-year period ended December 31, 2023, and the related notes and financial statement schedules I to II (collectively, the consolidated financial statements).
+Added: In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and December 31, 2022, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2023, in conformity with U.S.
generally accepted accounting principles.
11 unchanged sentences
We believe that our audits provide a reasonable basis for our opinion.
−Removed: Critical Audit Matter
−Removed: The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that:
−Removed: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.
−Removed: The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
−Removed: Capitalization of external costs
−Removed: As discussed in Notes 3 and 10 to the consolidated financial statements, the Company capitalizes certain external costs for construction and installation activities and internal use software.
−Removed: Capitalized external costs for construction and installation activities and internal use software are recorded within property and equipment, net which has a balance of $6,504.5 million as of December 31, 2022.
−Removed: We identified the assessment of the capitalization of external costs for construction and installation activities and internal use software as a critical audit matter.
−Removed: Assessing the Company’s determination of which costs qualify for capitalization or expense required a high degree of auditor judgment to evaluate the nature of the supporting documentation.
+Added: Critical Audit Matters
+Added: The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that:
+Added: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.
+Added: The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
+Added: Sufficiency of audit evidence over residential and B2B (business-to-business) revenue
+Added: As discussed in Note 19 to the consolidated financial statements, the Company recorded $5,081.3 million and $1,496.6 million of residential and B2B revenues, respectively, for the year ended December 31, 2023.
+Added: The processing and recording of residential and B2B revenue are reliant upon multiple information technology (IT) systems.
+Added: We identified the evaluation of the sufficiency of audit evidence over residential and B2B revenue as a critical audit matter.
+Added: Subjective auditor judgment was required in evaluating the sufficiency of audit evidence over residential and B2B revenue
+Added: due to the large volume of data and the number and complexity of the revenue accounting systems.
+Added: Specialized skills and knowledge were needed to test the IT systems used for the processing and recording of residential and B2B revenue.
The following are the primary procedures we performed to address this critical audit matter.
−Removed: We applied auditor judgment to determine the nature of procedures to be performed over the capitalization of external costs for construction and installation activities and internal use software.
−Removed: This included comparing the external costs capitalized in the current year for construction and installation activities and internal use software to the historical external costs capitalized, considering the nature of the Company’s business activities, to identify, for further investigation, inconsistent trends or unexpected patterns of capitalization.
−Removed: We evaluated the design and tested the operating effectiveness of certain internal controls related to the capitalization of external costs for construction and installation activities and internal use software.
−Removed: This included controls related to (1) the Company’s identification of qualifying capital external costs and (2) the Company’s review of the nature of the underlying activity.
−Removed: We selected a sample of capitalized external costs in the current year and independently assessed the Company’s determination that such costs qualify for capitalization by investigating the nature of the costs based on underlying third-party documentation such as project documentation, vendor contracts and invoices.
+Added: We applied auditor judgment to determine the nature and extent of procedures to be performed over the processing and recording of residential and B2B revenue, including the IT systems tested.
+Added: We evaluated the design and tested the operating effectiveness of certain internal controls related to the processing and recording of residential and B2B revenue.
+Added: This included manual and automated controls over the IT systems used for the processing and recording of residential and B2B revenue.
+Added: For a sample of transactions, we compared the amount of revenue recorded to a combination of Company internal data, executed contracts, and other relevant third-party data.
+Added: In addition, we involved IT professionals with specialized skills and knowledge who assisted in the design and performance of audit procedures related to certain IT systems used by the Company for the processing and recording of residential and B2B revenue.
+Added: We evaluated the sufficiency of audit evidence obtained by assessing the results of procedures performed, including the relevance and reliability of evidence obtained.
+Added: Valuation of Certain Level 3 Investments Reported at Fair Value
+Added: As described in Note 9 to the consolidated financial statements, the Company classified $1,563.1 million of its investments as fair value investment level 3 within the fair value hierarchy (level 3 investments) as of December 31, 2023.
+Added: When quoted market prices are unavailable for financial instruments such investments are valued by management using a combination of an income approach and a market approach.
+Added: The market approach uses transactions with new third-party investors or market multiples of similar businesses.
+Added: The income approach is a discounted cash flow model based on forecasts that uses valuation techniques.
+Added: We identified the evaluation of the valuation of level 3 investments reported at fair value as a critical audit matter.
+Added: Evaluating the fair value of the Company’s level 3 investments involved a high degree of complex auditor judgment.
+Added: Changes in the valuation techniques or significant unobservable inputs, specifically the weighted average cost of capital used in the income approach and the market multiples used in the market approach, could have resulted in significant differences in the estimated in fair value measurements.
+Added: Additionally, specialized skills and knowledge were required to evaluate these fair value assumptions.
+Added: The following are the primary procedures we performed to address this critical audit matter.
+Added: We evaluated the design and tested the operating effectiveness of certain internal controls related to the Company’s level 3 investment valuation process, including controls related to selection of the valuation methodologies and estimates used for unobservable inputs, including the weighted average cost of capital and market multiples.
+Added: We assessed the weighted average cost of capital used in the income approach and market multiples used in the market approach by comparing them to relevant industry and market indices and comparable public company market capitalization values.
+Added: We involved valuation professionals with specialized skills and knowledge, who assisted in evaluating the fair value measurement for a selection of level 3 investments by developing an independent estimate of the fair value using independently identified comparable company information and comparing such estimates to the fair values recorded by the Company for the respective investments.
We have served as the Company’s auditor since 2004.
1 unchanged sentence
February 15, 2024
−Removed: LIBERTY GLOBAL PLC
+Added: LIBERTY GLOBAL LTD.
CONSOLIDATED BALANCE SHEETS
1 unchanged sentence
Cash and cash equivalents $ 1,415.9 $ 1,726.2
−Removed: Trade receivables, net 830.6 907.3
+Added: Trade receivables, net (note 3)
Short-term investments (measured at fair value on a recurring basis) (note 7)
1 unchanged sentence
Derivative instruments (note 8)
−Removed: Current assets of discontinued operations (note 6)
Other current assets (notes 4 and 7)
12 unchanged sentences
The accompanying notes are an integral part of these consolidated financial statements.
−Removed: LIBERTY GLOBAL PLC
+Added: LIBERTY GLOBAL LTD.
CONSOLIDATED BALANCE SHEETS — (Continued)
7 unchanged sentences
Derivative instruments (note 8)
−Removed: Current liabilities of discontinued operations (note 6)
Other accrued and current liabilities (note 12)
11 unchanged sentences
Liberty Global shareholders:
−Removed: Class A ordinary shares, $ 0.01 nominal value.
+Added: Class A common shares, $ 0.01 nominal value.
Issued and outstanding 171,463,760 and 171,917,370 shares, respectively
−Removed: Class B ordinary shares, $ 0.01 nominal value.
+Added: Class B common shares, $ 0.01 nominal value.
Issued and outstanding 12,988,658 and 12,994,000 shares, respectively
−Removed: Class C ordinary shares, $ 0.01 nominal value.
+Added: Class C common shares, $ 0.01 nominal value.
Issued and outstanding 198,153,613 and 274,436,585 shares, respectively
8 unchanged sentences
The accompanying notes are an integral part of these consolidated financial statements.
−Removed: LIBERTY GLOBAL PLC
+Added: LIBERTY GLOBAL LTD.
CONSOLIDATED STATEMENTS OF OPERATIONS
5 unchanged sentences
Operating costs and expenses (exclusive of depreciation and amortization, shown separately below):
−Removed: Programming and other direct costs of services
+Added: Programming and other direct costs of services (note 12)
2,384.7 2,085.7 3,017.6
−Removed: Other operating (note 15)
+Added: Other operating (notes 12 and 15)
1,207.1 1,088.2 1,484.6
−Removed: Selling, general and administrative ( SG&A ) (note 15)
+Added: Selling, general and administrative ( SG&A ) (notes 12 and 15)
1,761.0 1,618.5 2,154.1
4 unchanged sentences
7,735.9 7,048.9 8,991.0
−Removed: Operating income 146.8 1,320.3 2,030.9
+Added: Operating income (loss) ( 244.5 ) 146.8 1,320.3
Non-operating income (expense):
9 unchanged sentences
( 2,019.3 ) ( 1,267.8 ) ( 175.4 )
+Added: Gain associated with the Telenet Wyre Transaction (note 5)
Gain on Telenet Tower Sale (note 6)
4 unchanged sentences
Earnings (loss) from continuing operations before income taxes ( 3,724.2 ) 1,424.2 14,000.8
−Removed: Income tax benefit (expense) (note 13)
+Added: Income tax expense (note 13)
( 149.6 ) ( 318.9 ) ( 473.3 )
3 unchanged sentences
Gain on disposal of discontinued operations, net of taxes — 846.4 —
−Removed: 881.0 82.6 58.4
Net earnings (loss) ( 3,873.8 ) 1,986.3 13,610.1
6 unchanged sentences
$ ( 9.52 ) $ 3.01 $ 24.16
−Removed: $ 3.01 $ 24.16 $ ( 2.70 )
Diluted earnings (loss) attributable to Liberty Global shareholders per share (note 3):
2 unchanged sentences
$ ( 9.52 ) $ 2.96 $ 23.59
−Removed: $ 2.96 $ 23.59 $ ( 2.70 )
The accompanying notes are an integral part of these consolidated financial statements.
−Removed: LIBERTY GLOBAL PLC
+Added: LIBERTY GLOBAL LTD.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE EARNINGS (LOSS)
9 unchanged sentences
Other comprehensive earnings (loss) from continuing operations 1,656.1 ( 3,332.2 ) 260.2
−Removed: Other comprehensive earnings (loss) from discontinued operations (note 6)
+Added: Other comprehensive loss from discontinued operations (note 6)
— ( 44.4 ) ( 59.9 )
5 unchanged sentences
The accompanying notes are an integral part of these consolidated financial statements.
−Removed: LIBERTY GLOBAL PLC
+Added: LIBERTY GLOBAL LTD.
CONSOLIDATED STATEMENTS OF EQUITY
1 unchanged sentence
interests Total
−Removed: Ordinary shares Additional
+Added: Common shares Additional
capital Accumulated
4 unchanged sentences
Class A Class B Class C
−Removed: Balance at January 1, 2020, before effect of accounting change
−Removed: $ 1.8 $ 0.1 $ 4.4 $ 6,136.9 $ 6,350.4 $ 1,112.7 $ ( 0.1 ) $ 13,606.2 $ ( 407.6 ) $ 13,198.6
−Removed: Impact of ASU No.
−Removed: 2016-13 (note 2)
−Removed: — — — — ( 30.3 ) — — ( 30.3 ) 0.2 ( 30.1 )
−Removed: Balance at January 1, 2020 as adjusted for accounting change
+Added: Balance at January 1, 2021
$ 1.8 $ 0.1 $ 3.9 $ 5,271.7 $ 4,692.1 $ 3,693.1 $ ( 0.1 ) $ 13,662.6 $ ( 364.2 ) $ 13,298.4
−Removed: Net loss — — — — ( 1,628.0 ) — — ( 1,628.0 ) 161.3 ( 1,466.7 )
+Added: Net earnings — — — — 13,426.8 — — 13,426.8 183.3 13,610.1
Other comprehensive earnings, net of taxes (note 17)
— — — — — 199.1 — 199.1 1.2 200.3
−Removed: Repurchases and cancellations of Liberty Global ordinary shares (note 14)
+Added: Repurchases and cancellations of Liberty Global common shares (note 14)
— — ( 0.5 ) ( 1,580.6 ) — — — ( 1,581.1 ) — ( 1,581.1 )
9 unchanged sentences
The accompanying notes are an integral part of these consolidated financial statements.
−Removed: LIBERTY GLOBAL PLC
+Added: LIBERTY GLOBAL LTD.
CONSOLIDATED STATEMENTS OF EQUITY — (Continued)
1 unchanged sentence
interests Total
−Removed: Ordinary shares Additional
+Added: Common shares Additional
capital Accumulated earnings Accumulated
6 unchanged sentences
Net earnings — — — — 1,473.2 — — 1,473.2 513.1 1,986.3
−Removed: Other comprehensive earnings, net of taxes (note 17)
+Added: Other comprehensive loss, net of taxes (note 17)
— — — — — ( 3,378.8 ) — ( 3,378.8 ) 2.2 ( 3,376.6 )
−Removed: Repurchases and cancellations of Liberty Global ordinary shares (note 14)
+Added: Repurchases and cancellations of Liberty Global common shares (note 14)
— — ( 0.7 ) ( 1,701.9 ) — — — ( 1,702.6 ) — ( 1,702.6 )
9 unchanged sentences
The accompanying notes are an integral part of these consolidated financial statements.
−Removed: LIBERTY GLOBAL PLC
+Added: LIBERTY GLOBAL LTD.
CONSOLIDATED STATEMENTS OF EQUITY — (Continued)
1 unchanged sentence
interests Total
−Removed: Ordinary shares Additional
+Added: Common shares Additional
capital Accumulated
6 unchanged sentences
$ 1.8 $ 0.1 $ 2.7 $ 2,300.8 $ 19,617.7 $ 513.4 $ ( 0.1 ) $ 22,436.4 $ 137.0 $ 22,573.4
−Removed: Net earnings — — — — 1,473.2 — — 1,473.2 513.1 1,986.3
−Removed: Other comprehensive loss, net of taxes (note 17)
+Added: Net loss — — — — ( 4,051.7 ) — — ( 4,051.7 ) 177.9 ( 3,873.8 )
+Added: Other comprehensive earnings, net of taxes (note 17)
— — — — — 1,656.9 — 1,656.9 ( 0.8 ) 1,656.1
−Removed: Repurchases and cancellations of Liberty Global ordinary shares (note 14)
+Added: Repurchases and cancellations of Liberty Global common shares (note 14)
— — ( 0.7 ) ( 1,505.2 ) — — — ( 1,505.9 ) — ( 1,505.9 )
−Removed: Share-based compensation (note 15)
+Added: Impact of the Telenet Wyre Transaction (note 5)
— — — 708.2 — — — 708.2 329.3 1,037.5
−Removed: Dividend distributions by subsidiaries to noncontrolling interest owners
+Added: Impact of the Telenet Takeover Bid (note 14)
— — — ( 341.5 ) — — — ( 341.5 ) ( 652.2 ) ( 993.7 )
−Removed: Repurchases by Telenet of its outstanding shares
+Added: Share-based compensation (note 15)
— — — 183.5 — — — 183.5 — 183.5
+Added: Dividend distributions by subsidiaries to noncontrolling interest owners (note 14)
+Added: — — — — — — — — ( 47.3 ) ( 47.3 )
Adjustments due to changes in subsidiaries’ equity and other, net
3 unchanged sentences
The accompanying notes are an integral part of these consolidated financial statements.
−Removed: LIBERTY GLOBAL PLC
+Added: LIBERTY GLOBAL LTD.
CONSOLIDATED STATEMENTS OF CASH FLOWS
16 unchanged sentences
Deferred income tax expense (benefit) ( 33.1 ) 172.5 318.2
+Added: Gain associated with the Telenet Wyre Transaction
+Added: ( 377.8 ) — —
Gain on Telenet Tower Sale
15 unchanged sentences
The accompanying notes are an integral part of these consolidated financial statements.
−Removed: LIBERTY GLOBAL PLC
+Added: LIBERTY GLOBAL LTD.
CONSOLIDATED STATEMENTS OF CASH FLOWS — (Continued)
4 unchanged sentences
Cash received from the sale of investments 6,988.6 9,213.3 6,170.8
−Removed: Cash received in connection with the sale of UPC Poland
Capital expenditures, net ( 1,386.0 ) ( 1,303.2 ) ( 1,408.0 )
−Removed: Cash received in connection with the Telenet Tower Sale
Dividend distributions received from the VMO2 JV
−Removed: Cash released from the Vodafone Escrow Accounts, net
815.2 477.9 —
Cash received (paid) in connection with acquisitions, net of cash acquired ( 114.6 ) 2.7 ( 70.8 )
−Removed: Net cash received in connection with the AtlasEdge JV Transactions
+Added: Cash received in connection with the sale of UPC Poland
+Added: Cash received in connection with the Telenet Tower Sale
+Added: Cash released from the Vodafone Escrow Accounts, net
Cash and restricted cash contributed to the VMO2 JV in connection with the
1 unchanged sentence
— — ( 3,424.0 )
+Added: Net cash received in connection with the AtlasEdge JV Transactions
Loans to the VodafoneZiggo JV
14 unchanged sentences
Principal payments on finance leases ( 27.9 ) ( 62.0 ) ( 75.7 )
−Removed: Repurchases of Liberty Global ordinary shares
+Added: Repurchases of Liberty Global common shares
( 1,494.7 ) ( 1,703.4 ) ( 1,580.4 )
−Removed: Dividend distributions by subsidiaries to noncontrolling interest owners ( 61.1 ) ( 137.6 ) ( 137.1 )
+Added: Acquisition of shares in connection with the Telenet Takeover Bid
+Added: ( 985.7 ) — —
Net cash received (paid) related to derivative instruments ( 59.6 ) ( 50.0 ) 143.6
−Removed: Payment of financing costs and debt premiums ( 28.5 ) ( 23.3 ) ( 290.0 )
+Added: Dividend distributions by subsidiaries to noncontrolling interest owners ( 46.9 ) ( 61.1 ) ( 137.6 )
Other financing activities, net ( 62.8 ) ( 117.2 ) ( 121.4 )
−Removed: Net cash provided (used) by financing activities of continuing operations ( 3,273.4 ) ( 1,512.6 ) 1,104.5
+Added: Net cash used by financing activities of continuing operations ( 692.4 ) ( 3,273.4 ) ( 1,512.6 )
Net cash used by financing activities of discontinued operations — ( 2.6 ) ( 33.3 )
−Removed: Net cash provided (used) by financing activities $ ( 3,276.0 ) $ ( 1,545.9 ) $ 1,083.6
+Added: Net cash used by financing activities $ ( 692.4 ) $ ( 3,276.0 ) $ ( 1,545.9 )
The accompanying notes are an integral part of these consolidated financial statements.
−Removed: LIBERTY GLOBAL PLC
+Added: LIBERTY GLOBAL LTD.
CONSOLIDATED STATEMENTS OF CASH FLOWS — (Continued)
24 unchanged sentences
Restricted cash included in other current assets and other assets, net 7.0 6.2 6.7
−Removed: Cash and cash equivalents and restricted cash included in assets held for sale — — 3,383.3
Total cash and cash equivalents and restricted cash $ 1,422.9 $ 1,732.4 $ 917.3
The accompanying notes are an integral part of these consolidated financial statements.
−Removed: LIBERTY GLOBAL PLC
+Added: LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements
1 unchanged sentence
(1) Basis of Presentation
−Removed: Liberty Global plc ( Liberty Global ) is a public limited company organized under the laws of England and Wales.
−Removed: In these notes, the terms “we,” “our,” “our company” and “us” may refer, as the context requires, to Liberty Global or collectively to Liberty Global and its subsidiaries.
−Removed: We are an international provider of broadband internet, video, fixed-line telephony and mobile communications services to residential customers and businesses in Europe.
−Removed: Our continuing operations comprise businesses that provide residential and business-to-business ( B2B ) communications services in (i) Switzerland and Slovakia through certain wholly-owned subsidiaries that we collectively refer to as “ UPC Holding ”, (ii) Belgium through Telenet Group Holding N.V.
−Removed: ( Telenet ), a 61.1 %-owned subsidiary, and (iii) Ireland through another wholly-owned subsidiary ( VM Ireland ).
+Added: Liberty Global Ltd.
+Added: ( Liberty Global ) is an international provider of broadband internet, video, fixed-line telephony and mobile communications services to residential customers and businesses in Europe.
+Added: As a result of a series of mergers that were completed on June 7, 2013, Liberty Global plc became the publicly-held parent company of the successors by merger of Liberty Global, Inc.
+Added: (the predecessor to Liberty Global plc) and Virgin Media Inc.
+Added: ( Virgin Media ).
+Added: On November 23, 2023, Liberty Global plc completed a statutory scheme of arrangement, pursuant to which a new Bermudan company, Liberty Global Ltd., became the sole shareholder of Liberty Global plc and the parent entity of the entire group of Liberty Global companies (the Redomiciliation ).
+Added: The Redomiciliation resulted in the Liberty Global group parent company changing its jurisdiction of incorporation from England and Wales to Bermuda.
+Added: In this Annual Report on Form 10-K, except where context dictates otherwise, the terms “we”, “our”, “our company” and “us” may refer, as the context requires, to Liberty Global (or its predecessors) or collectively to Liberty Global (or its predecessors) and its subsidiaries and any of its joint ventures.
+Added: Our continuing operations comprise businesses that provide residential and business-to-business ( B2B ) communications services in (i) Switzerland, which we refer to as “ Sunrise ”, and Slovakia through certain wholly-owned subsidiaries that we collectively refer to as “ Sunrise Holding ” (formerly UPC Holding), (ii) Belgium and Luxembourg through certain wholly-owned subsidiaries that we collectively refer to as “ Telenet ”, and (iii) Ireland through another wholly-owned subsidiary ( VM Ireland ).
In addition, we own 50 % noncontrolling interests in (a) a 50 :
2 unchanged sentences
50 joint venture (the VodafoneZiggo JV ) with Vodafone Group plc ( Vodafone ), which provides residential and B2B communication services in the Netherlands.
−Removed: Through March 31, 2022, we provided residential and B2B communications services in Poland through UPC Holding.
+Added: We also own (1) a 50 % noncontrolling voting interest in a joint venture (the AtlasEdge JV ), which is a leading European Edge data center platform, and (2) a 25 % noncontrolling interest in a joint venture (the nexfibre JV ), which is constructing a new fiber network in the U.K.
+Added: outside of the existing footprint of the VMO2 JV.
+Added: In October 2023, we completed the Telenet Takeover Bid (as defined and described in note 14), pursuant to which we increased our ownership interest in Telenet to 100 %.
+Added: 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.
2 unchanged sentences
Through May 31, 2021, our consolidated operations also included residential and B2B communications services provided to customers in the U.K.
−Removed: through Virgin Media Inc.
−Removed: ( Virgin Media ).
+Added: through Virgin Media ( Virgin Media U.K.
On June 1, 2021, we contributed the U.K.
4 unchanged sentences
) dollars are calculated as of December 31, 2023.
+Added: LIBERTY GLOBAL LTD.
+Added: Notes to Consolidated Financial Statements — (Continued)
+Added: December 31, 2023, 2022 and 2021
(2) Accounting Changes and Recent Accounting Pronouncements
Accounting Changes
−Removed: In June 2016, the Financial Accounting Standards Board (the FASB ) issued Accounting Standards Update ( ASU ) No.
−Removed: 2016-13, Measurement of Credit Losses on Financial Statements ( ASU 2016-13 ), which changes the recognition model for credit losses related to assets held at amortized cost.
−Removed: ASU 2016-13 eliminates the threshold that a loss must be considered probable to recognize a credit loss and instead requires an entity to reflect its current estimate of lifetime expected credit losses.
−Removed: We adopted ASU 2016-13 on January 1, 2020 on a modified retrospective basis by recording a cumulative effect adjustment of $ 30.3 million to our accumulated earnings related to increases to our allowances for certain trade and notes receivable.
−Removed: Recent Accounting Pronouncements
−Removed: In September 2022, the FASB issued ASU No.
+Added: In September 2022, the Financial Accounting Standards Board (the FASB ) issued Accounting Standards Update ( ASU ) No.
2022-04, Liabilities—Supplier Finance Programs ( ASU 2022-04 ), which requires additional disclosures for buyers participating in supplier financing programs, which we refer to as vendor financing, including (i) the key terms of the arrangement, (ii) the confirmed amount outstanding at the end of the period, (iii) the balance sheet presentation of related amounts and (iv) a reconciliation of the balances from period to period.
−Removed: ASU 2022-04 is effective for annual reporting periods beginning after December 15, 2022, including interim periods within those fiscal years, with early adoption permitted.
−Removed: We do not expect ASU 2022-04 to have a significant impact on our consolidated financial statements.
+Added: We adopted ASU 2022-04 on January 1, 2023, and such adoption did not have a significant impact on our consolidated financial statements.
For additional information regarding our vendor financing obligations, see note 11.
−Removed: LIBERTY GLOBAL PLC
−Removed: Notes to Consolidated Financial Statements — (Continued)
−Removed: December 31, 2022, 2021 and 2020
In October 2021, the FASB issued ASU No.
2021-08, Accounting for Contract Assets and Contract Liabilities from Contracts with Customers ( ASU 2021-08 ), which requires contract assets and contract liabilities acquired in a business combination to be recognized and measured in accordance with Topic 606, Revenue from Contracts with Customers, as if the acquirer had originated the contracts.
−Removed: ASU 2021-08 is effective for annual reporting periods beginning after December 15, 2022, including interim periods within those fiscal years, with early adoption permitted.
−Removed: The main impact of the adoption of ASU 2021-08 will be the recognition of contract assets and contract liabilities in future business combinations at amounts generally consistent with the carrying value of such assets and liabilities of the acquiree immediately before the acquisition date.
−Removed: In April 2020, the FASB issued ASU No.
−Removed: 2020-04, Facilitation of the Effects of Reference Rate Reform on Financial Reporting ( ASU 2020-04 ), which provides optional expedients and exceptions for contract modifications, subject to meeting certain criteria, that reference the London Interbank Offered Rate ( LIBOR ) or another reference rate expected to be discontinued.
−Removed: In accordance with the optional expedients in ASU 2020-04, we modified certain debt agreements during 2022 to replace LIBOR with another reference rate and applied the practical expedient to account for the modification as a continuation of the existing contract.
+Added: We adopted ASU 2021-08 on January 1, 2023.
+Added: The main impact of the adoption of ASU 2021-08 is the recognition of contract assets and contract liabilities in business combinations at amounts generally consistent with the carrying value of such assets and liabilities of the acquiree immediately before the acquisition date.
+Added: In March 2020, the FASB issued ASU No.
+Added: 2020-04, Reference Rate Reform :
+Added: Facilitation of the Effects of Reference Rate Reform on Financial Reporting ( ASU 2020-04 ), which provides, for a limited time, optional expedients and exceptions for certain contract modifications that reference the London Interbank Offered Rate ( LIBOR ) or another reference rate expected to be discontinued.
+Added: In December 2022, the FASB deferred the expiration date of ASU 2020-04 from December 31, 2022 to December 31, 2024.
+Added: In accordance with the optional expedients in ASU 2020-04, we have modified all applicable debt agreements to replace LIBOR with another reference rate and applied the practical expedient to account for the modification as a continuation of the existing contract.
The use of optional expedients in ASU 2020-04 has not had a significant impact on our consolidated financial statements to date.
For additional information regarding our debt, see note 11.
+Added: Recent Accounting Pronouncements
+Added: In December 2023, the FASB issued ASU No.
+Added: 2023-09, Improvements to Income Tax Disclosures ( ASU 2023-09 ), which is intended to enhance the transparency of income tax matters within financial statements, providing stakeholders with a clearer understanding of tax positions and their associated risks and uncertainties.
+Added: ASU 2023-09 requires public business entities to disclose, on an annual basis, specific categories in the rate reconciliation and provide additional information for reconciling items that meet a specific quantitative threshold.
+Added: There is a further requirement that public business entities will need to disclose a tabular reconciliation, using both percentages and reporting currency amounts.
+Added: ASU 2023-09 is effective for fiscal years beginning after December 15, 2024.
+Added: We are currently evaluating the impact of ASU 2023-09 on our consolidated financial statements and disclosures.
+Added: In November 2023, the FASB issued ASU No.
+Added: 2023-07, Improvements to Reportable Segment Disclosures ( ASU 2023-07 ), which aims to improve reportable segment disclosure requirements, primarily through enhanced disclosures regarding significant segment expenses.
+Added: ASU 2023-07 requires public companies to disclose, on an annual and interim basis, significant segment expenses that are regularly provided to the chief operating decision maker and included within each reported measure of segment profit or loss.
+Added: ASU 2023-07 also requires a public entity to disclose, on an annual and interim basis for each reportable segment, an amount for other segment items and a description of its composition.
+Added: ASU 2023-07 is
+Added: LIBERTY GLOBAL LTD.
+Added: Notes to Consolidated Financial Statements — (Continued)
+Added: December 31, 2023, 2022 and 2021
+Added: effective for fiscal years beginning after December 15, 2023 and is required to be applied on a retrospective basis.
+Added: We are currently evaluating the impact of ASU 2023-07 on our consolidated financial statements and disclosures.
+Added: In August 2023, the FASB issued ASU No.
+Added: 2023-05, Business Combinations – Joint Venture Formations:
+Added: Recognition and Initial Measurement ( ASU 2023-05 ), which outlines updates to the formation of entities that meet the definition of a joint venture as defined by the FASB.
+Added: ASU 2023-05 requires a joint venture to measure its assets and liabilities at fair value upon formation.
+Added: ASU 2023-05 is effective prospectively for joint venture formations with a formation date on or after January 1, 2025.
+Added: We do not expect ASU 2023-05 to have a significant impact on our consolidated financial statements.
(3) Summary of Significant Accounting Policies
2 unchanged sentences
Actual results could differ from those estimates.
+Added: Reclassifications
+Added: Certain prior year amounts have been reclassified to conform to the current year presentation, including the reclassification of certain segment information with respect to the Tech Framework, as defined and described in note 19.
Principles of Consolidation
8 unchanged sentences
Our significant non-cash investing and financing activities are disclosed in our consolidated statements of equity and in notes 6, 10, 11 and 12.
−Removed: LIBERTY GLOBAL PLC
−Removed: Notes to Consolidated Financial Statements — (Continued)
−Removed: December 31, 2022, 2021 and 2020
Cash Flow Statement
1 unchanged sentence
When we pay the financing intermediary, we record financing cash outflows in our consolidated statements of cash flows.
−Removed: 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.
+Added: The capital expenditures we
+Added: LIBERTY GLOBAL LTD.
+Added: Notes to Consolidated Financial Statements — (Continued)
+Added: December 31, 2023, 2022 and 2021
+Added: report in our consolidated statements of cash flows do not include amounts that are financed under capital-related vendor financing or finance lease arrangements.
Instead, these amounts are reflected as non-cash additions to our property and equipment when the underlying assets are delivered and as repayments of debt when the principal is repaid.
12 unchanged sentences
We determine the appropriate classification of our investments in debt securities at the time of purchase based on the underlying nature and characteristics of each security.
−Removed: All of our debt securities are classified as available for sale and are reported at fair value.
+Added: With the exception of our debt security in a leveraged structured note, all of our debt securities are classified as available for sale and are reported at fair value.
+Added: Changes in fair value are reported in other comprehensive earnings or loss and, upon sale, are reported in realized and unrealized gains or losses due to changes in fair values of certain investments, net, in our consolidated statements of operations.
+Added: Our debt security held in a leveraged structured note is accounted for at fair value and any change in fair value is reported in realized and unrealized gains or losses due to changes in fair values of certain investments, net, in our consolidated statements of operations.
Under the fair value method, investments are recorded at fair value and any changes in fair value are reported in realized and unrealized gains or losses due to changes in fair values of certain investments, net, in our consolidated statements of operations.
7 unchanged sentences
Profits on transactions with equity affiliates for which assets remain on our or our investee’s balance sheet are eliminated to the extent of our ownership in the investee.
−Removed: Dividend distributions from publicly-traded investees that are not accounted for under the equity method are recognized when declared as dividend income in our consolidated statements of operations.
−Removed: Dividend distributions from our equity method investees and all of our privately-held investees are reflected as reductions in the carrying values of the applicable investments.
+Added: Dividend distributions from investees that are not accounted for under the equity method are recognized as dividend income in our consolidated statements of operations when the investee’s shares begin trading on an ex-dividend basis for publicly traded investees or when declared for privately held investees.
+Added: Dividend distributions from our equity method investees are reflected as reductions in the carrying values of the applicable investments.
Dividend distributions that are deemed to be (i) returns on our investments are included in cash flows from operating activities in our consolidated statements of cash flows and (ii) returns of our investments are included in cash flows from investing activities in our consolidated statements of cash flows.
−Removed: LIBERTY GLOBAL PLC
+Added: We continually review all of our equity method investments to determine whether a decline in fair value below the cost basis is deemed other-than-temporary.
+Added: The primary factors we consider in our determination are the extent and length of time
+Added: LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2023, 2022 and 2021
−Removed: We continually review all of our equity method investments to determine whether a decline in fair value below the cost basis is deemed other-than-temporary.
−Removed: The primary factors we consider in our determination are the extent and length of time that the fair value of the investment is below our company’s carrying value and the financial condition, operating performance and near-term prospects of the investee, changes in the stock price or valuation subsequent to the balance sheet date, and the impacts of exchange rates, if applicable.
+Added: that the fair value of the investment is below our company’s carrying value and the financial condition, operating performance and near-term prospects of the investee, changes in the stock price or valuation subsequent to the balance sheet date, and the impacts of exchange rates, if applicable.
If the decline in fair value of an equity method investment is deemed to be other-than-temporary, the cost basis of the security is written down to fair value and the corresponding charge is reported in share of results of affiliates, net, in our consolidated statements of operations.
21 unchanged sentences
Maintenance and training costs, as well as costs incurred during the preliminary stage of an internal-use software development project, are expensed as incurred.
+Added: 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.
Depreciation is computed using the straight-line method over the estimated useful life of the underlying asset.
5 unchanged sentences
Repairs and maintenance are charged to operations.
−Removed: LIBERTY GLOBAL PLC
+Added: LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
6 unchanged sentences
Intangible Assets
−Removed: Our primary intangible assets relate to goodwill and customer relationships.
+Added: Our primary intangible asset s relate to goodwill and customer relationships.
Goodwill represents the excess purchase price over the fair value of the identifiable net assets acquired in a business combination.
22 unchanged sentences
We initially measure ROU assets at the value of the lease liability, plus any initial direct costs and prepaid lease payments, less any lease incentives received.
−Removed: LIBERTY GLOBAL PLC
+Added: LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
31 unchanged sentences
Installation fees related to services provided over our network are generally deferred and recognized as revenue over the contractual period, or longer if the upfront fee results in a material renewal right.
−Removed: LIBERTY GLOBAL PLC
+Added: LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
35 unchanged sentences
For a disaggregation of our revenue by major category and by reportable and geographic segment, see note 19.
−Removed: LIBERTY GLOBAL PLC
+Added: LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
22 unchanged sentences
We use the straight-line method to recognize share-based compensation expense for our outstanding share awards that do not contain a performance condition and the accelerated expense attribution method for our outstanding share awards that contain a performance condition and vest on a graded basis.
−Removed: The grant date fair values for options, share appreciation rights ( SARs ) and performance-based share appreciation rights ( PSARs ) are estimated using the Black-Scholes option pricing model, and the grant date fair values for restricted share units ( RSUs ), restricted share awards ( RSAs ) and performance-based restricted share units ( PSUs ) are based upon the closing share price of Liberty Global ordinary shares on the date of grant.
+Added: The grant date fair values for options, share appreciation rights ( SARs ) and performance-based share appreciation rights ( PSARs ) are estimated using the Black-Scholes option pricing model, and the grant date fair values for restricted share units ( RSUs ), restricted share awards ( RSAs ) and performance-based restricted share units ( PSUs ) are based upon the closing share price of Liberty Global common shares on the date of grant.
We consider historical exercise trends in our calculation of the expected life of options and SARs granted by Liberty Global to employees.
−Removed: The expected volatility for options and SARs related to our ordinary shares is generally based on a combination of (i) historical volatilities for a period equal to the expected average life of the awards and (ii) volatilities implied from publicly-traded options for our shares.
−Removed: We generally issue new Liberty Global ordinary shares when Liberty Global options or SARs are exercised, when RSUs and PSUs vest and when RSAs are granted.
+Added: The expected volatility for options and SARs related to our common shares is generally based on a combination of (i) historical volatilities for a period equal to the expected average life of the awards and (ii) volatilities implied from publicly-traded options for our shares.
+Added: We generally issue new Liberty Global common shares when Liberty Global options or SARs are exercised, when RSUs and PSUs vest and when RSAs are granted.
Our company settles SARs and PSARs on a net basis when exercised by the award holder, whereby the number of shares issued represents the excess value of the award based on the market price of the respective Liberty Global shares at the time of exercise relative to the award’s exercise price.
In addition, the number of shares issued is further reduced by the amount of the employee’s required income tax withholding.
−Removed: Although we repurchase Liberty Global ordinary shares from time to time, the parameters of our share purchase and redemption activities are not established with reference to the dilutive impact of our share-based compensation plans.
−Removed: LIBERTY GLOBAL PLC
+Added: Although we repurchase Liberty Global common shares from time to time, the parameters of our share purchase and redemption activities are not established with reference to the dilutive impact of our share-based compensation plans.
+Added: LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
5 unchanged sentences
Basic earnings or loss per share ( EPS ) is computed by dividing net earnings or loss by the weighted average number of shares outstanding for the period.
−Removed: Diluted EPS presents the dilutive effect, if any, on a per share basis of potential shares (e.g., options, SARs, RSUs, RSAs, PSARs and PSUs) as if they had been exercised, vested or converted at the beginning of the periods presented.
+Added: Diluted EPS presents the dilutive effect, if any, on a per share basis of potential shares from share-based incentive awards as if they had been exercised, vested or converted at the beginning of the periods presented.
+Added: For additional information regarding our share-based incentive awards, see note 15.
The details of our net earnings (loss) from continuing operations attributable to Liberty Global shareholders are set forth below:
6 unchanged sentences
$ ( 4,051.7 ) $ 592.2 $ 13,344.2
−Removed: Weighted average ordinary shares outstanding (basic EPS computation)
−Removed: 489,555,582 555,695,224 602,083,910
−Removed: Incremental shares attributable to the assumed exercise of outstanding options and SARs and the release of RSUs, RSAs and PSUs upon vesting (treasury stock method)
+Added: Weighted average common shares outstanding (basic EPS computation)
425,679,037 489,555,582 555,695,224
−Removed: Weighted average ordinary shares outstanding (diluted EPS computation)
+Added: Incremental shares attributable to the assumed exercise or release of outstanding share-based incentive awards upon vesting (treasury stock method) — 7,433,268 13,418,999
+Added: Weighted average common shares outstanding (diluted EPS computation)
425,679,037 496,988,850 569,114,223
−Removed: The calculation of diluted earnings per share during 2022 and 2021 excludes a total of 59.5 million and 47.9 million options, SARs and RSUs, respectively, because their effect would have been anti-dilutive.
−Removed: We reported losses from continuing operations attributable to Liberty Global shareholders during 2020.
−Removed: Therefore, the potentially dilutive effect at December 31, 2020 of the following items were not included in the computation of diluted loss from continuing operations attributable to Liberty Global shareholders per share because their inclusion would have been anti-dilutive to the computation or, in the case of certain PSARs and PSUs, because such awards had not yet met the applicable performance criteria:
−Removed: (i) the aggregate number of shares issuable pursuant to outstanding options, SARs, RSUs and RSAs of 76.1 million and (ii) the aggregate number of shares issuable pursuant to PSARs and PSUs of 18.4 million.
+Added: We reported a net loss from continuing operations attributable to Liberty Global shareholders during 2023.
+Added: Therefore, the potentially dilutive effect at December 31, 2023 excludes 96.5 million shares issuable pursuant to outstanding share-based incentive awards in the computation of diluted net loss from continuing operations attributable to Liberty Global shareholders per share because their inclusion would have been anti-dilutive to the computation or, in the case of PSUs, because such awards had not yet met the applicable performance criteria.
+Added: The calculation of diluted earnings per share excludes aggregate share-based incentive awards of 59.5 million and 47.9 million during 2022 and 2021, respectively, because their effect would have been anti-dilutive.
+Added: LIBERTY GLOBAL LTD.
+Added: Notes to Consolidated Financial Statements — (Continued)
+Added: December 31, 2023, 2022 and 2021
(4) Revenue Recognition and Related Costs
6 unchanged sentences
We primarily defer revenue for (i) installation and other upfront services and (ii) other services that are invoiced prior to when services are provided.
−Removed: Our deferred revenue balances were $ 272.5 million and $ 286.5 million as of December 31, 2022 and 2021,
−Removed: LIBERTY GLOBAL PLC
−Removed: Notes to Consolidated Financial Statements — (Continued)
−Removed: December 31, 2022, 2021 and 2020
−Removed: respectively.
+Added: Our deferred revenue balances were $ 267.6 million and $ 272.5 million as of December 31, 2023 and 2022, respectively.
The decrease in deferred revenue during 2023 is primarily due to the net effect of (a) the recognition of $ 217.1 million of revenue that was included in our deferred revenue balance at December 31, 2022 and (b) the impact of additions during the period.
3 unchanged sentences
The current and long-term portions of our assets related to contract costs are included within other current assets and other assets, net, respectively, on our consolidated balance sheets.
−Removed: During 2022, 2021 and 2020, we amortized $ 16.0 million, $ 81.3 million and $ 113.2 million, respectively, to operating costs and expenses associated with these assets.
+Added: During 2023, 2022 and 2021, we amortized $ 80.6 million, $ 75.2 million and $ 122.0 million, respectively, to operating costs and expenses related to these assets.
Unsatisfied Performance Obligations
2 unchanged sentences
(5) Acquisitions
−Removed: Pending Transaction
−Removed: Telenet NetCo Transaction.
−Removed: On July 19, 2022, Telenet and Fluvius System Operator CV ( Fluvius ) entered into an agreement to create an independent, self-funding infrastructure company ( NetCo ) within their combined geographic footprint in Belgium.
−Removed: The companies will each contribute certain cable infrastructure assets with Telenet and Fluvius initially owning 66.8 % and 33.2 % of NetCo, respectively.
−Removed: Telenet and Liberty Global will consolidate NetCo upon closing of the transaction, which we currently expect to occur in mid-2023.
−Removed: The closing of the transaction is subject to the satisfaction of certain conditions, including regulatory conditions and approval from Fluvius shareholders.
−Removed: 2020 Acquisition
−Removed: Sunrise Acquisition.
−Removed: On November 11, 2020, we completed the acquisition of Sunrise Communications Group AG ( Sunrise ) (the Sunrise Acquisition ).
−Removed: The Sunrise Acquisition was effected through an all cash public tender offer of the outstanding shares of Sunrise (the Sunrise Shares ) for CHF 110 ($ 120 at the transaction date) per share, for a total purchase price of CHF 5.0 billion ($ 5.4 billion at the transaction date).
−Removed: In April 2021, we completed a statutory “squeeze-out” procedure, under applicable Swiss law, to acquire the remaining Sunrise Shares that were not acquired pursuant to the tender offer and, accordingly, we now hold 100 % of the share capital of Sunrise.
−Removed: LIBERTY GLOBAL PLC
−Removed: Notes to Consolidated Financial Statements — (Continued)
−Removed: December 31, 2022, 2021 and 2020
−Removed: We have accounted for the Sunrise Acquisition using the acquisition method of accounting, whereby the total purchase price was allocated to the acquired identifiable net assets of Sunrise based on assessments of their respective fair values, and the excess of the purchase price over the fair values of these identifiable net assets was allocated to goodwill.
−Removed: A summary of the purchase price and the opening balance sheet of Sunrise at the November 11, 2020 acquisition date is presented in the following table.
−Removed: The opening balance sheet presented below reflects our final purchase price allocation (in millions):
−Removed: Cash and cash equivalents $ 108.5
−Removed: Trade receivables, net 484.2
−Removed: Other current assets 148.3
−Removed: Property and equipment, net 1,541.4
−Removed: Goodwill (a) 3,436.0
−Removed: Intangible assets subject to amortization, net 2,485.8
−Removed: Operating lease ROU assets
−Removed: Other assets, net 232.3
−Removed: Current portion of debt and finance lease obligations ( 133.2 )
−Removed: Current operating lease liabilities ( 136.5 )
−Removed: Other accrued and current liabilities ( 531.5 )
−Removed: Long-term debt and finance lease obligations ( 1,762.5 )
−Removed: Long-term operating lease liabilities ( 877.6 )
−Removed: Other long-term liabilities ( 614.5 )
−Removed: Total purchase price (b) $ 5,427.8
−Removed: _______________
−Removed: (a) The goodwill recognized in connection with the Sunrise Acquisition is primarily attributable to (i) the opportunity to leverage Sunrise’s existing mobile network to gain immediate access to potential customers and (ii) estimated synergy benefits through the integration of Sunrise with our existing operations in Switzerland.
−Removed: (b) Excludes direct acquisition costs of $ 27.8 million incurred during 2020, which are included in impairment, restructuring and other operating items, net, in our consolidated statement of operations.
−Removed: Pro Forma Information
−Removed: The following unaudited pro forma consolidated operating results give effect to the Sunrise Acquisition as if it had been completed as of January 1, 2019.
−Removed: These pro forma amounts are not necessarily indicative of the operating results that would have occurred if the Sunrise Acquisition had occurred on such date.
−Removed: The pro forma adjustments are based on certain assumptions that we believe are reasonable.
−Removed: The unaudited pro forma consolidated operating results for the year ended December 31, 2020 are summarized below:
−Removed: Revenue (in millions) $ 13,206.8
−Removed: Net loss from continuing operations attributable to Liberty Global shareholders (in millions)
−Removed: $ ( 1,902.3 )
−Removed: Basic and diluted loss from continuing operations attributable to Liberty Global shareholders per share
−Removed: Our consolidated statement of operations for the year ended December 31, 2020 includes revenue and net loss of $ 314.0 million and $ 15.4 million, respectively, attributable to Sunrise.
−Removed: LIBERTY GLOBAL PLC
+Added: Telenet Wyre Transaction .
+Added: On July 1, 2023, pursuant to an agreement dated July 19, 2022, Telenet and Fluvius System Operator CV ( Fluvius ) created an independent, self-funding infrastructure company ( Wyre ) within their combined geographic footprint in Belgium (the Telenet Wyre Transaction ).
+Added: The companies each contributed certain cable infrastructure assets with Telenet and Fluvius initially owning 66.8 % and 33.2 % of Wyre, respectively.
+Added: In exchange for its 66.8 % ownership of Wyre, Telenet contributed net assets with a fair value of € 1,851.2 million ($ 2,021.2 million at the transaction date), together with annual payments to Fluvius of € 20.0 million ($ 22.1 million) over the next six years following the date of the transaction.
+Added: Telenet and Liberty Global began consolidating Wyre’s results upon the closing of the transaction.
+Added: With the closing of the Telenet Wyre Transaction, Telenet early terminated and effectively settled certain pre-existing contractual relationships with Fluvius, principally related to Telenet’s leased network, and began consolidating certain infrastructure cable assets contributed by Fluvius to Wyre, as described above.
+Added: Primarily due to Telenet’s aforementioned pre-existing network leasing relationship with Fluvius, the Telenet Wyre Transaction does not have a significant impact on our operating income during 2023, 2022 or 2021.
+Added: Accordingly, the pro forma effect of the Telenet Wyre Transaction is not presented herein.
+Added: In connection with the Telenet Wyre Transaction, we recognized a net gain of $ 377.8 million during 2023, which represents the difference between the fair value and carrying amount of a pre-existing network leasing relationship between Telenet and Fluvius.
+Added: No income taxes were required to be provided on this gain.
+Added: LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
4 unchanged sentences
After considering debt and working capital adjustments (including cash disposed), we received net cash proceeds of Polish zloty 6,520.4 million ($ 1,553.3 million at the transaction date).
−Removed: A portion of the net proceeds from the sale, after reflecting the impact of derivative settlements, was used to repurchase certain of UPC Holding’s outstanding indebtedness, with the remainder available for general corporate purposes.
−Removed: For additional information regarding these financing transactions, see note 11.
In connection with the sale of UPC Poland, we recognized a gain of $ 846.4 million, which includes a cumulative foreign currency translation gain of $ 10.9 million.
2 unchanged sentences
These services principally comprise network and information technology-related functions.
−Removed: The annual charges will depend on the actual level of services required by the purchaser.
−Removed: During 2022, we recorded revenue of $ 26.6 million associated with these transitional services.
+Added: During 2023 and 2022, we recorded revenue of $ 24.6 million and $ 26.6 million, respectively, associated with these transitional services.
UPC Poland is presented as a discontinued operation in our consolidated financial statements for all applicable periods.
Effective with the signing of the sale and purchase agreement on September 22, 2021, we ceased to depreciate or amortize the associated long-lived assets.
−Removed: Our operations in Poland were held through UPC Holding prior to the disposal date.
−Removed: No debt, interest or derivative instruments of the UPC Holding borrowing group have been allocated to discontinued operations.
−Removed: Prior to being presented as a discontinued operation, the operations of UPC Poland were included in our former “ Central and Eastern Europe ” reportable segment.
−Removed: The carrying amounts of the major classes of assets and liabilities of UPC Poland as of December 31, 2021 are summarized in the following table (in millions):
−Removed: Current assets $ 23.4
−Removed: Property and equipment, net 406.8
−Removed: Goodwill 464.7
−Removed: Other assets, net 30.1
−Removed: Total assets $ 925.0
−Removed: Current portion of debt and finance lease obligations $ 42.7
−Removed: Other accrued and current liabilities 97.3
−Removed: Long-term debt and finance lease obligations 5.0
−Removed: Other long-term liabilities 56.3
−Removed: Total liabilities $ 201.3
−Removed: LIBERTY GLOBAL PLC
−Removed: Notes to Consolidated Financial Statements — (Continued)
−Removed: December 31, 2022, 2021 and 2020
+Added: Our operations in Poland were held through Sunrise Holding prior to the disposal date.
+Added: No debt, interest or derivative instruments of the Sunrise Holding borrowing group have been allocated to discontinued operations.
The operating results of UPC Poland for 2022 and 2021 are summarized in the following table.
8 unchanged sentences
_______________
−Removed: (a) Includes the operating results of UPC Poland from January 1, 2022 through April 1, 2022, the date UPC Poland was sold.
+Added: (a) Includes the operating results of UPC Poland from January 1, 2022 to April 1, 2022, the date UPC Poland was sold.
Telenet Tower Sale .
8 unchanged sentences
As of December 31, 2023, the total U.S.
−Removed: dollar equivalent of the estimated future payments for the build-to-suit sites over the term of the lease was $ 121.0 million, the majority of which are due after 2027.
+Added: dollar equivalent of the estimated future payments for the
+Added: LIBERTY GLOBAL LTD.
+Added: Notes to Consolidated Financial Statements — (Continued)
+Added: December 31, 2023, 2022 and 2021
+Added: build-to-suit sites over the term of the lease was $ 106.8 million, the majority of which are due after 2028.
Telenet will act as an agent over the construction of future towers on the build-to-suit sites.
1 unchanged sentence
JV Transaction .
−Removed: On June 1, 2021, pursuant to a Contribution Agreement dated May 7, 2020 (the Contribution Agreement ) with, among others, Telefónica, (i) we contributed Virgin Media’s U.K.
−Removed: operations and certain other Liberty Global subsidiaries (together, the U.K.
+Added: On June 1, 2021, pursuant to a Contribution Agreement dated May 7, 2020 (the Contribution Agreement ) with, among others, Telefónica, (i) we contributed Virgin Media U.K.
+Added: and certain other Liberty Global subsidiaries (together, the U.K.
JV Entities ) to the VMO2 JV and (ii) Telefónica contributed its U.K.
4 unchanged sentences
JV Transaction, we received net cash of $ 108.6 million, which includes the net impact of (i) equalization payments received from Telefónica, (ii) our share of the proceeds associated with related recapitalization financing transactions completed by the VMO2 JV and (iii) $ 44.5 million of cash paid by Liberty Global to settle certain centrally-held vendor financing obligations associated with the VMO2 JV.
−Removed: LIBERTY GLOBAL PLC
−Removed: Notes to Consolidated Financial Statements — (Continued)
−Removed: December 31, 2022, 2021 and 2020
In connection with the U.K.
15 unchanged sentences
Total fair value of the net assets of the VMO2 JV
−Removed: For periods prior to the June 1, 2021 completion of the U.K.
−Removed: JV Transaction, our consolidated statements of operations include aggregate earnings before income taxes attributable to the U.K.
−Removed: JV Entities of $ 890.5 million and $ 566.2 million during 2021 and 2020, respectively.
+Added: For the period prior to the June 1, 2021 completion of the U.K.
+Added: JV Transaction, our consolidated statement of operations includes aggregate earnings before income taxes attributable to the U.K.
+Added: JV Entities of $ 890.5 million during 2021.
Effective with the signing of the Contribution Agreement, we began accounting for the U.K.
4 unchanged sentences
JV Transaction did not represent a strategic shift as defined by GAAP.
+Added: LIBERTY GLOBAL LTD.
+Added: Notes to Consolidated Financial Statements — (Continued)
+Added: December 31, 2023, 2022 and 2021
The June 1, 2021 carrying amounts of the major classes of assets and liabilities associated with the U.K.
10 unchanged sentences
Total liabilities (b) $ 24,156.2
−Removed: LIBERTY GLOBAL PLC
−Removed: Notes to Consolidated Financial Statements — (Continued)
−Removed: December 31, 2022, 2021 and 2020
_______________
8 unchanged sentences
We account for our interest in the AtlasEdge JV as an equity method investment.
−Removed: LIBERTY GLOBAL PLC
+Added: LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
7 unchanged sentences
2,055.4 2,345.8 50.0
−Removed: All3Media Group ( All3Media )
250.8 122.2 48.1
+Added: All3Media Group ( All3Media )
144.2 143.9 50.0
1 unchanged sentence
99.1 87.3 35.9
+Added: 55.9 52.4 25.0
Other 133.7 134.6
2 unchanged sentences
1,990.5 2,621.6
+Added: Vodafone - subject to re-use rights (e)
+Added: 1,168.1 — 4.9
Televisa Univision, Inc.
−Removed: ( Televisa Univision ) (e)
+Added: ( Televisa Univision )
388.3 385.5 6.0
1 unchanged sentence
321.9 362.4 9.8
−Removed: Lacework, Inc.
−Removed: 242.8 269.1 3.3
EdgeConneX, Inc.
2 unchanged sentences
Plume Design, Inc.
+Added: ( Plume ) (f)
168.4 246.2 11.5
100.3 99.0 5.6
−Removed: Aviatrix Systems, Inc.
+Added: Lacework, Inc.
94.2 242.8 3.2
5 unchanged sentences
69.6 36.7 2.8
+Added: Aviatrix Systems, Inc.
+Added: 55.5 78.2 3.3
Other 361.9 337.7
Total — fair value 5,399.0 4,893.0
−Removed: Total investments (f) $ 17,477.7 $ 21,972.6
+Added: Total investments (g) $ 15,386.6 $ 17,570.1
Short-term investments $ 1,990.5 $ 2,621.6
4 unchanged sentences
Accordingly, the carrying values of our equity method investments may not equal the respective fair values.
−Removed: At December 31, 2022 and 2021, the aggregate carrying amounts of our equity method investments exceeded our proportionate share of the respective investee’s net assets by $ 1,196.8 million and $ 1,236.0 million, respectively, which primarily includes amounts associated with the VodafoneZiggo JV Receivables, as defined below, and amounts we are owed under a long-term note receivable from All3Media.
−Removed: LIBERTY GLOBAL PLC
+Added: At December 31, 2023 and 2022, the aggregate carrying amounts of our equity method investments exceeded our proportionate share of the
+Added: LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2023, 2022 and 2021
+Added: respective investee’s net assets by $ 1,234.7 million and $ 1,196.8 million, respectively, which primarily includes amounts associated with the VodafoneZiggo JV Receivables, as defined below, and amounts we are owed under a long-term note receivable from All3Media.
(c) Amounts include certain notes receivable due from a subsidiary of the VodafoneZiggo JV to a subsidiary of Liberty Global comprising (i) a euro-denominated note receivable with a principal amount of $ 774.5 million and $ 749.7 million at December 31, 2023 and 2022, respectively, (the VodafoneZiggo JV Receivable I ) and (ii) a euro-denominated note receivable with a principal amount of $ 230.0 million and $ 222.7 million at December 31, 2023 and 2022, respectively, (the VodafoneZiggo JV Receivable II and, together with the VodafoneZiggo JV Receivable I, the VodafoneZiggo JV Receivables ).
−Removed: During 2021, an additional $ 123.0 million was loaned under the VodafoneZiggo JV Receivable II to fund the VodafoneZiggo JV’s final installment of spectrum license fees due to the Dutch government.
The VodafoneZiggo JV Receivables bear interest at 5.55 % and have a final maturity date of December 31, 2030.
2 unchanged sentences
We classify, measure and report these investments, the composition of which may change from time to time, based on the underlying nature and characteristics of each security held under the SMAs.
−Removed: As of December 31, 2022, all of our investments held under SMAs were classified as available-for-sale debt securities, as further described in note 3.
+Added: With the exception of our SMA in a leveraged structured note, all of our investments held under SMAs were classified as available-for-sale debt securities as of December 31, 2023.
At December 31, 2023 and 2022, interest accrued on our debt securities, which is included in other current assets on our consolidated balance sheets, was $ 34.6 million and $ 18.5 million, respectively.
−Removed: (e) At December 31, 2022, the fair value of our investment in Televisa Univision reflects the merger of Univision Holdings Inc.
−Removed: and Grupo Televisa, S.A.B., which was completed during the first quarter of 2022.
−Removed: (f) The purchase and sale of investments are presented on a gross basis in our consolidated statements of cash flows, including amounts associated with SMAs.
+Added: (e) During the first quarter of 2023, we acquired 1,335 million shares of Vodafone at an average purchase price of £ 0.9195 ($ 1.1151 at the transaction date) per share.
+Added: The aggregate purchase price of £ 1,227.6 million ($ 1,488.7 million at the transaction date) was funded with $ 269.2 million of cash on hand, net of a $ 0.3 million collar premium, and the remainder through a collar transaction (the Vodafone Collar Transaction ).
+Added: The Vodafone Collar Transaction includes a collar on the full amount of our Vodafone shares (the Vodafone Collar ) and a loan (the Vodafone Collar Loan ) collateralized by the Vodafone shares.
+Added: Under the terms of the Vodafone Collar, the counterparty has the right to re-use pledged Vodafone shares.
+Added: At December 31, 2023, after consideration of the Vodafone Collar Transaction, the net fair value of our investment in Vodafone is $ 115.5 million.
+Added: For additional information regarding the Vodafone Collar Transaction, including a description of the related re-use rights and the impact on the dividends we receive on our Vodafone shares, see note 8.
+Added: (f) Our investment in Plume includes warrants with a fair value of $ 61.3 million and $ 92.2 million at December 31, 2023 and 2022, respectively.
+Added: (g) The purchase and sale of investments are presented on a gross basis in our consolidated statements of cash flows, including amounts associated with SMAs.
+Added: LIBERTY GLOBAL LTD.
+Added: Notes to Consolidated Financial Statements — (Continued)
+Added: December 31, 2023, 2022 and 2021
Equity Method Investments
5 unchanged sentences
( 196.7 ) 241.2 ( 32.0 )
−Removed: ( Streamz ) (c)
( 34.7 ) 25.2 —
−Removed: Eltrona Interdiffusion S.A.
−Removed: ( Eltrona ) (d)
( 31.1 ) ( 23.3 ) ( 5.8 )
( 19.4 ) ( 20.2 ) ( 2.5 )
+Added: ( Streamz ) (c)
( 6.9 ) ( 35.2 ) ( 0.7 )
4.0 ( 10.0 ) ( 17.4 )
+Added: Eltrona Interdiffusion S.A.
+Added: ( Eltrona ) (d)
+Added: — ( 34.2 ) ( 17.2 )
Other ( 11.4 ) ( 14.7 ) ( 2.6 )
2 unchanged sentences
(a) Represents (i) our 50 % share of the results of operations of the VMO2 JV and (ii) 100 % of the share-based compensation expense associated with Liberty Global awards granted to VMO2 JV employees who were formerly employees of Liberty Global prior to the VMO2 JV formation, as these awards remain our responsibility.
−Removed: The 2022 amount includes a charge of $ 1.8 billion, representing our 50 % share of the VMO2 JV’s goodwill impairment, as described below.
+Added: In addition, the 2023 and 2022 amounts include charges of $ 1.5 billion and $ 1.8 billion, respectively, representing our 50 % share of the VMO2 JV’s goodwill impairments, as described below.
(b) Represents (i) our 50 % share of the results of operations of the VodafoneZiggo JV and (ii) 100 % of the interest income earned on the VodafoneZiggo JV Receivables.
(c) The 2022 amount includes a charge of $ 31.7 million related to a decline in fair value below the cost basis of the investment that was deemed other-than-temporary during the fourth quarter.
−Removed: LIBERTY GLOBAL PLC
−Removed: Notes to Consolidated Financial Statements — (Continued)
−Removed: December 31, 2022, 2021 and 2020
(d) The 2022 amount includes a charge of $ 32.5 million related to a decline in fair value below the cost basis of the investment that was deemed other-than-temporary during the fourth quarter.
13 unchanged sentences
JV Shareholders on a pro rata basis (subject to the VMO2 JV maintaining a minimum amount of cash and complying with the terms of its financing arrangements) and (ii) that the VMO2 JV will be managed with a leverage ratio between 4.0 and 5.0 times EBITDA (as calculated pursuant to its existing financing arrangements), with the VMO2 JV undertaking periodic recapitalizations and/or refinancings accordingly.
−Removed: During 2022, we received dividend distributions from the VMO2 JV aggregating $ 932.5 million, of which $ 477.9 million was accounted for as a return of capital and $ 454.6 million was accounted for as a return on capital for purposes of our consolidated statements of cash flows.
+Added: During 2023 and 2022, we received dividend distributions from the VMO2 JV aggregating $ 1,242.8 million and $ 932.5 million, respectively, of which
+Added: LIBERTY GLOBAL LTD.
+Added: Notes to Consolidated Financial Statements — (Continued)
+Added: December 31, 2023, 2022 and 2021
+Added: $ 815.2 million and $ 477.9 million, respectively, were accounted for as a return of capital and $ 427.6 million and $ 454.6 million, respectively, were accounted for as a return on capital for purposes of our consolidated statements of cash flows.
During 2021, we received a dividend distribution from the VMO2 JV of $ 214.8 million, which was accounted for as a return on capital for purposes of our consolidated statement of cash flows.
7 unchanged sentences
JV Shareholder.
−Removed: Pursuant to an agreement entered into in connection with the closing of the VMO2 JV (the U.K.
+Added: Pursuant to an agreement entered into in connection with the closing of the VMO2 JV and amended in December 2023 (the U.K.
JV Framework Agreement ), Liberty Global provides certain services to the VMO2 JV on a transitional or ongoing basis (collectively, the U.K.
1 unchanged sentence
Pursuant to the terms of the U.K.
−Removed: JV Framework Agreement, the ongoing services will be provided for a period of two to six years depending on the type of service, while transitional services will be provided for a period of no less than 12 months, after which both parties shall be entitled to terminate based on specified notice periods.
+Added: JV Framework Agreement, the ongoing services, as amended, will be provided through 2029 depending on the type of service, while transitional services will be provided for a period of no less than 12 months, after which both parties shall be entitled to terminate based on specified notice periods.
JV Services provided by Liberty Global consist primarily of (i) technology and other services and (ii) capital-related expenditures for assets that will be used by or will otherwise benefit the VMO2 JV.
3 unchanged sentences
We recorded revenue related to the U.K.
−Removed: JV Services of $ 251.2 million and $ 170.1 million during 2022 and 2021, respectively.
−Removed: At December 31, 2022 and 2021, $ 37.0 million and $ 43.3 million, respectively, was due from the VMO2 JV, primarily related to (a) services performed under the U.K.
−Removed: JV Framework Agreement and (b) amounts incurred by Liberty Global for certain equipment and licenses purchased on behalf of the VMO2 JV.
+Added: JV Services of $ 190.1 million, $ 251.2 million and $ 170.1 million during 2023, 2022 and 2021, respectively.
+Added: At December 31, 2023 and 2022, $ 18.6 million and $ 37.0 million, respectively, was due from the VMO2 JV, primarily related to (a) the U.K.
+Added: JV Services and (b) amounts incurred by Liberty Global for certain equipment and licenses purchased on behalf of the VMO2 JV.
The amounts due from the VMO2 JV, which are periodically cash settled, are included in other current assets on our consolidated balance sheets.
In July 2022, the VMO2 JV entered into a new long-term performance incentive plan (the 2022 VMO2 LTIP ) for certain of its employees, dependent on the achievement of specific performance metrics over each of the three years in the period beginning January 1, 2022 and ending on December 31, 2024.
−Removed: Payout may occur in March 2025 and will be settled in Liberty Global Class A and/or Liberty Global Class C ordinary shares and Telefónica ordinary shares, with the settlement split evenly between the U.K.
+Added: Payout may occur in March 2025 and will be settled in Liberty Global Class A and/or Liberty Global Class C common shares and Telefónica ordinary shares, with the settlement split evenly between the U.K.
JV Shareholders.
3 unchanged sentences
As the VMO2 JV will reimburse the U.K.
−Removed: JV Shareholders in cash for the value of each company’s 50 % payout of the 2022 VMO2 LTIP awards, a
−Removed: LIBERTY GLOBAL PLC
+Added: JV Shareholders in cash for the value of each company’s 50 % payout of the 2022 VMO2 LTIP awards, a receivable from the VMO2 JV equal to the amount of the fair value of our share of the 2022 VMO2 LTIP liability is recorded on our consolidated balance sheet.
+Added: During the fourth quarters of 2023 and 2022, the VMO2 JV recorded GAAP goodwill impairments of £ 2.3 billion ($ 2.9 billion at the applicable rate) and £ 3.1 billion ($ 3.6 billion at the applicable rate), respectively.
+Added: The impairments recorded primarily related to (i) a decline in projected cash flows resulting from the effects of the broader macroeconomic environment in the U.K., (ii) increases in the weighted average cost of capital (discount rate) under a market participant view and (iii) declines in comparable public company market valuations.
+Added: Significant judgment was involved in these assessments, including (a) market participant estimates of the discount rates and (b) current earnings multiples of comparable public companies.
+Added: Our 50 % share of the VMO2 JV’s goodwill impairment charges are reported in share of results of affiliates, net, in our consolidated statements of operations.
+Added: LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2023, 2022 and 2021
−Removed: receivable from the VMO2 JV equal to the amount of the fair value of our share of the 2022 VMO2 LTIP liability is recorded on our consolidated balance sheet.
−Removed: During the fourth quarter of 2022, in its U.S.
−Removed: GAAP financial statements, the VMO2 JV recorded a goodwill impairment of £ 3.1 billion ($ 3.6 billion at the applicable rate) primarily related to (i) an increase in the weighted average cost of capital (discount rate) under a market participant view and (ii) the broader macroeconomic environment, including recent declines in comparable public company market valuations.
−Removed: Given the recency of the VMO2 JV’s formation, the fair value of the business has been in close proximity to its carrying value and was estimated to be £ 33.3 billion ($ 40.3 billion) at the measurement date.
−Removed: The VMO2 JV considered an income approach and a market approach in determining the fair value estimate.
−Removed: Significant judgment was involved in the assessment, including (a) market participant estimates of the discount rate and (b) current earnings multiples of comparable public companies.
−Removed: Our 50 % share of the VMO2 JV’s goodwill impairment charge is reported in share of results of affiliates, net, in our consolidated statement of operations.
The summarized results of operations of the VMO2 JV are set forth below:
16 unchanged sentences
Each of Liberty Global and Vodafone (each a “ NL JV Shareholder ”) holds 50 % of the issued share capital of the VodafoneZiggo JV.
−Removed: The NL JV Shareholders intend for the VodafoneZiggo JV to be funded solely from its net cash flows from operations and third-party financing.
+Added: The NL JV Shareholders intend for the VodafoneZiggo JV to be funded primarily from its net cash flows from operations and third-party financing.
We account for our 50 % interest in the VodafoneZiggo JV as an equity method investment and consider the VodafoneZiggo JV to be a related party.
1 unchanged sentence
50 joint venture and provides Liberty Global and Vodafone with joint control over decision making with respect to the VodafoneZiggo JV.
−Removed: The NL Shareholders Agreement also provides (i) for a dividend distribution policy that requires the VodafoneZiggo JV to distribute all unrestricted cash to the NL JV Shareholders every two months (subject to the VodafoneZiggo JV maintaining a
−Removed: LIBERTY GLOBAL PLC
−Removed: Notes to Consolidated Financial Statements — (Continued)
−Removed: December 31, 2022, 2021 and 2020
−Removed: minimum amount of cash and complying with the terms of its financing arrangements) and (ii) that the VodafoneZiggo JV will be managed with a leverage ratio of between 4.5 and 5.0 times EBITDA (as calculated pursuant to its existing financing arrangements), with the VodafoneZiggo JV undertaking periodic recapitalizations and/or refinancings accordingly.
+Added: The NL Shareholders Agreement also provides (i) for a dividend distribution policy that requires the VodafoneZiggo JV to distribute all unrestricted cash to the NL JV Shareholders every two months (subject to the VodafoneZiggo JV maintaining a minimum amount of cash and complying with the terms of its financing arrangements) and (ii) that the VodafoneZiggo JV will be managed with a leverage ratio of between 4.5 and 5.0 times EBITDA (as calculated pursuant to its existing financing arrangements), with the VodafoneZiggo JV undertaking periodic recapitalizations and/or refinancings accordingly.
During 2023, 2022 and 2021, we received dividend distributions from the VodafoneZiggo JV of $ 110.2 million, $ 266.6 million and $ 311.7 million, respectively, which were accounted for as returns on capital for purposes of our consolidated statements of cash flows.
1 unchanged sentence
As of January 1, 2021, each NL JV Shareholder has the right to initiate a sale of all of its interest in the VodafoneZiggo JV to a third party and, under certain circumstances, initiate a sale of the entire VodafoneZiggo JV, subject, in each case, to a right of first offer in favor of the other NL JV Shareholder.
+Added: LIBERTY GLOBAL LTD.
+Added: Notes to Consolidated Financial Statements — (Continued)
+Added: December 31, 2023, 2022 and 2021
Pursuant to an agreement (the NL JV Framework Agreement ), Liberty Global provides certain services to the VodafoneZiggo JV (collectively, the NL JV Services ).
2 unchanged sentences
During 2023, 2022 and 2021, we recorded revenue from the VodafoneZiggo JV of $ 191.9 million, $ 263.9 million and $ 222.0 million, respectively, primarily related to (a) the NL JV Services and (b) the sale of customer premises equipment ( CPE ) to the VodafoneZiggo JV at a mark-up.
−Removed: At December 31, 2022 and 2021, $ 35.0 million and $ 62.5 million, respectively, were due from the VodafoneZiggo JV related to the aforementioned transactions.
+Added: At December 31, 2023 and 2022, $ 24.2 million and $ 35.0 million, respectively, was due from the VodafoneZiggo JV related to the aforementioned transactions.
The amounts due from the VodafoneZiggo JV, which are periodically cash settled, are included in other current assets on our consolidated balance sheets.
14 unchanged sentences
$ 19,714.1 $ 20,211.9
−Removed: LIBERTY GLOBAL PLC
+Added: LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
10 unchanged sentences
32.9 ( 69.2 ) 33.9
−Removed: TiBiT Communications, Inc.
−Removed: ( TiBiT ) (a)
( 26.4 ) ( 49.1 ) ( 10.1 )
+Added: ( 22.7 ) — 65.4
Televisa Univision
−Removed: Other, net (b) ( 26.3 ) 42.6 ( 58.1 )
+Added: ( 9.9 ) 23.1 301.6
+Added: ( Skillz ) (a)
+Added: — ( 34.7 ) ( 100.4 )
+Added: TiBiT Communications, Inc.
+Added: ( TiBiT ) (b)
+Added: Other, net (c) ( 25.5 ) ( 27.1 ) 42.6
Total $ ( 557.3 ) $ ( 323.5 ) $ 820.6
_______________
−Removed: (a) Our investment in TiBiT was sold during the fourth quarter of 2022.
−Removed: (b) The amounts in 2022 and 2021 include gains of $ 15.7 million and $ 12.9 million, respectively, related to investments that were sold during the year.
+Added: (a) We completed the sale of our investment in Skillz during the first quarter of 2023.
+Added: (b) Our investment in TiBiT was sold during the fourth quarter of 2022.
+Added: (c) Amounts include gains of $ 8.0 million, $ 15.7 million and $ 12.9 million, in the respective periods shown, related to investments that were sold during the year.
+Added: LIBERTY GLOBAL LTD.
+Added: Notes to Consolidated Financial Statements — (Continued)
+Added: December 31, 2023, 2022 and 2021
Debt Securities
−Removed: At December 31, 2022 and 2021, all of our SMAs were composed of debt securities, which are summarized in the following tables:
+Added: The following tables set forth a summary of our debt securities at December 31, 2023 and 2022:
December 31, 2023
−Removed: Amortized cost basis Accumulated unrealized losses Fair value
+Added: Amortized cost basis Accumulated unrealized gains Fair value
Commercial paper $ 1,066.5 $ ( 0.1 ) $ 1,066.4
2 unchanged sentences
Corporate debt securities 226.6 ( 0.1 ) 226.5
+Added: Structured note (a) (a) (a) 95.8
Other debt securities 9.2 — 9.2
Total debt securities $ 2,180.1 $ 0.2 $ 2,276.1
−Removed: LIBERTY GLOBAL PLC
+Added: _______________
+Added: (a) Amount represents an investment in a leveraged structured note issued by a third party investment bank, which is accounted for at fair value and classified within Level 2 of the fair value hierarchy.
+Added: For further information regarding our fair value measurements, see note 9.
+Added: The return on the leveraged structured note is based on changes in the fair value of a proportionate amount of debt issued by various Liberty Global consolidated subsidiaries and affiliates (including the VMO2 JV and the VodafoneZiggo JV).
+Added: The proportionate amount of debt associated with the return on the leveraged structured note may change from time to time as a result of open market purchases, privately negotiated transactions, tender offers, exchange offers, redemptions or prepayments, in each case, completed by Liberty Global consolidated subsidiaries and affiliates.
+Added: While the structured note itself contains leverage, our at-risk investment is the estimated fair value as reported.
+Added: At December 31, 2023, the proportionate amount of debt issued by Liberty Global consolidated subsidiaries and affiliates associated with the return on the leveraged structured note is summarized in the following table:
+Added: Proportion of debt associated with the return on the leveraged structured note
+Added: Sunrise Holding
+Added: Telenet 28.23 %
+Added: VodafoneZiggo JV
+Added: Total 100.00 %
+Added: LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
3 unchanged sentences
Commercial paper $ 881.1 $ 2.1 $ 883.2
−Removed: Corporate debt securities 705.5 ( 1.6 ) 703.9
Government bonds 697.0 ( 1.4 ) 695.6
Certificates of deposit 520.5 ( 0.6 ) 519.9
+Added: Corporate debt securities 405.3 ( 4.8 ) 400.5
Other debt securities 355.0 0.4 355.4
1 unchanged sentence
During 2023, 2022 and 2021, we received proceeds from the sale of debt securities of $ 6.9 billion, $ 9.1 billion and $ 6.1 billion, respectively, the majority of which were reinvested in new debt securities held under SMAs.
−Removed: The sale of debt securities during 2022, 2021 and 2020 resulted in realized net gains (losses) of ($ 6.9 million), ($ 2.0 million) and $ 2.0 million, respectively.
+Added: The sale of debt securities during 2023, 2022 and 2021 resulted in realized net losses of $ 56.3 million, $ 6.9 million and $ 2.0 million, respectively.
The fair values of our debt securities as of December 31, 2023 by contractual maturity are shown below (in millions):
7 unchanged sentences
Changes in the fair values of these investments, including changes with respect to interest rates within our local jurisdictions, are likely to continue and could be significant.
+Added: LIBERTY GLOBAL LTD.
+Added: Notes to Consolidated Financial Statements — (Continued)
+Added: December 31, 2023, 2022 and 2021
(8) Derivative Instruments
4 unchanged sentences
Accordingly, changes in the fair values of most of our derivative instruments are recorded in realized and unrealized gains or losses on derivative instruments, net, in our consolidated statements of operations.
−Removed: LIBERTY GLOBAL PLC
−Removed: Notes to Consolidated Financial Statements — (Continued)
−Removed: December 31, 2022, 2021 and 2020
The following table provides details of the fair values of our derivative instrument assets and liabilities:
12 unchanged sentences
$ 369.9 $ 948.5 $ 1,318.4 $ 286.5 $ 449.0 $ 735.5
+Added: Equity-related derivative instruments (c)
+Added: 47.4 — 47.4 — — —
Foreign currency forward and option contracts
8 unchanged sentences
For further information regarding our fair value measurements, see note 9.
−Removed: (c) Our equity-related derivative instruments include warrants on our investment in Plume.
+Added: (c) Our equity-related derivative instruments include the Vodafone Collar.
+Added: The fair value of the Vodafone Collar does not include credit risk valuation adjustments as we assume that any losses incurred by our company in the event of nonperformance by the respective counterparty would be, subject to relevant insolvency laws, fully offset against amounts we owe to such counterparty pursuant to the related secured borrowing arrangements.
+Added: LIBERTY GLOBAL LTD.
+Added: Notes to Consolidated Financial Statements — (Continued)
+Added: December 31, 2023, 2022 and 2021
The details of our realized and unrealized gains (losses) on derivative instruments, net, are as follows:
2 unchanged sentences
Cross-currency and interest rate derivative contracts $ ( 785.4 ) $ 1,185.5 $ 578.9
−Removed: Foreign currency forward and option contracts 28.3 ( 31.8 ) ( 81.1 )
Equity-related derivative instruments:
−Removed: — ( 11.8 ) 364.2
−Removed: Other ( 21.4 ) 85.6 22.5
+Added: Vodafone Collar
Total equity-related derivative instruments 258.5 — ( 11.8 )
+Added: Foreign currency forward and option contracts 0.6 28.3 ( 31.8 )
Other — ( 0.7 ) 2.0
Total $ ( 526.3 ) $ 1,213.1 $ 537.3
−Removed: LIBERTY GLOBAL PLC
−Removed: Notes to Consolidated Financial Statements — (Continued)
−Removed: December 31, 2022, 2021 and 2020
The net cash received or paid related to our derivative instruments is classified as an operating, investing or financing activity in our consolidated statements of cash flows based on the objective of the derivative instrument and the classification of the applicable underlying cash flows.
16 unchanged sentences
However, in an insolvency of a derivative counterparty, under the laws of certain jurisdictions, the defaulting counterparty or its insolvency representatives may be able to compel the termination of one or more derivative contracts and trigger early termination payment liabilities payable by us, reflecting any mark-to-market value of the contracts for the counterparty.
−Removed: Alternatively, or in addition, the insolvency laws of certain jurisdictions may require the mandatory set off of amounts due under such derivative contracts against present and future liabilities owed to us under other contracts between us and the relevant counterparty.
+Added: Alternatively, or in addition, the insolvency laws of certain jurisdictions may require the mandatory set off of
+Added: LIBERTY GLOBAL LTD.
+Added: Notes to Consolidated Financial Statements — (Continued)
+Added: December 31, 2023, 2022 and 2021
+Added: amounts due under such derivative contracts against present and future liabilities owed to us under other contracts between us and the relevant counterparty.
Accordingly, it is possible that we may be subject to obligations to make payments, or may have present or future liabilities owed to us partially or fully discharged by set off as a result of such obligations, in the event of the insolvency of a derivative counterparty, even though it is the counterparty that is in default and not us.
2 unchanged sentences
In addition, where a counterparty is in financial difficulty, under the laws of certain jurisdictions, the relevant regulators may be able to (i) compel the termination of one or more derivative instruments, determine the settlement amount and/or compel, without any payment, the partial or full discharge of liabilities arising from such early termination that are payable by the relevant counterparty, or (ii) transfer the derivative instruments to an alternative counterparty.
−Removed: LIBERTY GLOBAL PLC
−Removed: Notes to Consolidated Financial Statements — (Continued)
−Removed: December 31, 2022, 2021 and 2020
Details of our Derivative Instruments
6 unchanged sentences
in millions in years
+Added: Sunrise Holding
$ 250.0 € 220.6 1.8
1 unchanged sentence
€ 1,952.6 CHF 2,176.5 3.2
−Removed: CHF 740.0 € 701.1 —
$ 3,940.0 € 3,489.6 (a) 3.1
5 unchanged sentences
Accordingly, the only cash flows associated with these derivative instruments are coupon-related payments and receipts.
+Added: LIBERTY GLOBAL LTD.
+Added: Notes to Consolidated Financial Statements — (Continued)
+Added: December 31, 2023, 2022 and 2021
Interest Rate Swap Contracts
5 unchanged sentences
in millions in years in millions in years
+Added: Sunrise Holding
$ 3,672.7 (a) 2.6 $ 3,383.6 2.6
−Removed: Telenet $ 2,954.7 (a) 2.3 $ 1,394.5 0.8
$ 2,513.3 4.0 $ 298.7 1.1
+Added: Other (b) $ — — $ 26.2 1.7
+Added: ______________
(a) Includes forward-starting derivative instruments.
−Removed: LIBERTY GLOBAL PLC
−Removed: Notes to Consolidated Financial Statements — (Continued)
−Removed: December 31, 2022, 2021 and 2020
−Removed: Interest Rate Swap Options
−Removed: From time to time, we enter into interest rate swap options ( swaptions ) which give us the right, but not the obligation, to enter into certain interest rate swap contracts at set dates in the future.
−Removed: Such contracts typically have a life of no more than three years.
−Removed: At December 31, 2022, the option expiration period on each of our swaptions had expired.
+Added: (b) Represents contracts associated with our investment in a leveraged structured note.
+Added: For additional information, see note 7.
Our basis swaps involve the exchange of attributes used to calculate our floating interest rates, including (i) the benchmark rate, (ii) the underlying currency and/or (iii) the borrowing period.
4 unchanged sentences
in millions in years
−Removed: $ 3,417.0 (a) 0.2
−Removed: Telenet $ 2,295.0 —
+Added: Sunrise Holding
$ 3,523.2 0.4
−Removed: (a) Includes forward-starting derivative instruments.
Interest Rate Caps, Floors and Collars
4 unchanged sentences
dollar equivalents of the notional amounts of our purchased interest rate caps and floors were $ 1.3 billion and $ 6.0 billion, respectively.
+Added: LIBERTY GLOBAL LTD.
+Added: Notes to Consolidated Financial Statements — (Continued)
+Added: December 31, 2023, 2022 and 2021
Impact of Derivative Instruments on Borrowing Costs
1 unchanged sentence
borrowing costs at December 31, 2023 (a)
−Removed: UPC Holding ( 2.79 ) %
+Added: Sunrise Holding
+Added: VM Ireland ( 3.51 ) %
Telenet ( 2.97 ) %
2 unchanged sentences
(a) Represents the effect of derivative instruments in effect at December 31, 2023 and does not include forward-starting derivative instruments.
−Removed: LIBERTY GLOBAL PLC
−Removed: Notes to Consolidated Financial Statements — (Continued)
−Removed: December 31, 2022, 2021 and 2020
Foreign Currency Forwards and Options
2 unchanged sentences
dollar equivalent of the notional amounts of our foreign currency forward and option contracts was $ 820.6 million.
+Added: Equity-related Derivative Instruments
+Added: Vodafone Collar and Vodafone Collar Loan.
+Added: As part of the Vodafone Collar Transaction, on February 11, 2023, we entered into the Vodafone Collar with respect to all 1,335 million of our Vodafone shares.
+Added: The Vodafone Collar is comprised of (i) purchase put options that we can exercise and (ii) written call options exercisable by the counterparty.
+Added: The Vodafone Collar effectively hedges the value of our investment in Vodafone shares from potential losses due to market price decreases below the put option price while retaining a portion of the gains from market price increases up to the call option price.
+Added: For additional information regarding our investment in Vodafone, see note 7.
+Added: The Vodafone Collar Transaction also provided us with the ability to effectively finance the purchase of the Vodafone shares.
+Added: In this regard, on February 11, 2023, we borrowed € 1,143.6 million ($ 1,219.8 million at the transaction date) under the Vodafone Collar Loan.
+Added: At December 31, 2023, borrowings under the Vodafone Collar Loan were collateralized by our Vodafone shares.
+Added: The Vodafone Collar Loan has a face value of € 1,258.0 million ($ 1,341.8 million at the transaction date) and was issued at a discount of € 114.4 million ($ 122.0 million at the transaction date) with a zero coupon rate and an average implied yield of 295 basis points ( 2.95 %).
+Added: The Vodafone Collar Loan has settlement dates from July 2025 to December 2026, contains no financial covenants and provides for customary representations and warranties, events of default and certain adjustment and termination events.
+Added: Under the terms of the Vodafone Collar, the counterparty has the right to re-use the pledged Vodafone shares, but we have the right to recall the shares that are re-used by the counterparty subject to certain costs.
+Added: In addition, we will retain a portion of the dividends on the Vodafone shares, dependent on the value of the collar on the ex-dividend date.
(9) Fair Value Measurements
3 unchanged sentences
Level 1 inputs are quoted market prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date.
−Removed: Level 2 inputs are inputs other than quoted market prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.
+Added: Level 2 inputs are inputs other than quoted market prices included
+Added: LIBERTY GLOBAL LTD.
+Added: Notes to Consolidated Financial Statements — (Continued)
+Added: December 31, 2023, 2022 and 2021
+Added: within Level 1 that are observable for the asset or liability, either directly or indirectly.
Level 3 inputs are unobservable inputs for the asset or liability.
We record transfers of assets or liabilities into or out of Levels 1, 2 or 3 at the beginning of the quarter during which the transfer occurred.
−Removed: During the fourth quarter of 2022, our investment in CANAL+ Polska transferred from Level 2 to Level 3 due to a lack of readily available observable inputs.
+Added: During 2023, no material transfers were made.
All of our Level 2 inputs (interest rate futures, swap rates and certain of the inputs for our weighted average cost of capital calculations) and certain of our Level 3 inputs (forecasted volatilities and credit spreads) are obtained from pricing services.
7 unchanged sentences
For such investments, we generally apply a measurement alternative to record these investments at cost less impairment, adjusted for observable price changes in orderly transactions.
−Removed: For privately-held investments that don’t qualify for the measurement alternative, we apply a combination of an income approach (discounted cash flow model based on forecasts) and a market approach (transactions with new third-party investors or market multiples of similar businesses).
+Added: For those privately-held investments for which we do not apply the measurement alternative, we apply a combination of an income approach (discounted cash flow model based on forecasts) and a market approach (transactions with new third-party investors or market multiples of similar businesses).
With the exception of certain inputs for our weighted average cost of capital calculations that are derived from pricing services, the inputs used to value these investments are based on unobservable inputs derived from our assumptions.
4 unchanged sentences
As changes in volatilities could have a significant impact on the overall valuations over the terms of the derivative instruments, we have determined that these valuations fall under Level 3 of the fair value hierarchy.
−Removed: At December 31, 2022, our equity-related derivatives were not significantly impacted by forecasted volatilities.
+Added: For the December 31, 2023 valuation of the Vodafone Collar, we used estimated volatilities based predominantly on market observations.
In order to manage our interest rate and foreign currency exchange risk, we have entered into various derivative instruments, as further described in note 8.
1 unchanged sentence
Most of the inputs to these discounted cash flow models consist of, or are derived from, observable Level 2 data for substantially the full term of these instruments.
−Removed: This observable data mostly includes currency rates,
−Removed: LIBERTY GLOBAL PLC
−Removed: Notes to Consolidated Financial Statements — (Continued)
−Removed: December 31, 2022, 2021 and 2020
−Removed: interest rate futures and swap rates, which are retrieved or derived from available market data.
+Added: This observable data mostly includes currency rates, interest rate futures and swap rates, which are retrieved or derived from available market data.
Although we may extrapolate or interpolate this data, we do not otherwise alter this data in performing our valuations.
3 unchanged sentences
As we would not expect these parameters to have a significant impact on the valuations of these instruments, we have determined that these valuations fall under Level 2 of the fair value hierarchy.
−Removed: Our credit risk valuation adjustments with respect to our cross-currency and interest rate swaps are quantified and further explained in note 8.
−Removed: Fair value measurements are also used in connection with nonrecurring valuations performed in connection with acquisition accounting, impairment assessments and the accounting for our initial investment in the VMO2 JV.
−Removed: These nonrecurring valuations include the valuation of reporting units, customer relationships and other intangible assets, property and equipment, the implied value of goodwill and the valuation of our initial investment in the VMO2 JV.
−Removed: The valuation of reporting units and our initial investment in the VMO2 JV are based at least in part on discounted cash flow analyses.
+Added: Our credit risk valuation adjustments with respect to our cross-currency and interest rate swap contracts are quantified and further explained in note 8.
+Added: Fair value measurements are also used for nonrecurring valuations performed in connection with acquisition accounting and impairment assessments.
+Added: These nonrecurring valuations include the valuation of reporting units, customer relationships and other intangible assets, property and equipment and the implied value of goodwill.
+Added: The valuation of reporting units is based on 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
+Added: LIBERTY GLOBAL LTD.
+Added: Notes to Consolidated Financial Statements — (Continued)
+Added: December 31, 2023, 2022 and 2021
+Added: an income-based approach and a market-based approach.
With the exception of certain inputs for our weighted average cost of capital and discount rate calculations that are derived from pricing services, the inputs used in our discounted cash flow analyses, such as forecasts of future cash flows, including inputs with respect to revenue growth and Adjusted EBITDA margin (as defined in note 19), and terminal growth rates, are based on our assumptions.
4 unchanged sentences
Most of our nonrecurring valuations use significant unobservable inputs and therefore fall under Level 3 of the fair value hierarchy.
+Added: During 2023, we performed a nonrecurring valuation in association with the Telenet Wyre Transaction.
+Added: The tangible asset value of the cable infrastructure contributed by Fluvius was based on the depreciated replacement cost method with a range of estimated useful lives up to 19 years.
During 2022, we did not perform any significant nonrecurring fair value measurements.
−Removed: During 2021, we performed a nonrecurring valuation for the purpose of determining the fair value of our initial investment in the VMO2 JV, and the weighted average cost of capital used to value our initial investment was 6.9 %.
−Removed: For information regarding our investment in the VMO2 JV, see note 7.
−Removed: LIBERTY GLOBAL PLC
−Removed: Notes to Consolidated Financial Statements — (Continued)
−Removed: December 31, 2022, 2021 and 2020
A summary of our assets and liabilities that are measured at fair value on a recurring basis is as follows:
18 unchanged sentences
Cross-currency and interest rate derivative contracts $ 1,318.4 $ — $ 1,318.4 $ —
+Added: Equity-related derivative instruments 47.4 — — 47.4
Foreign currency forward and option contracts 14.0 — 14.0 —
Total liabilities $ 1,379.8 $ — $ 1,332.4 $ 47.4
−Removed: LIBERTY GLOBAL PLC
+Added: LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
9 unchanged sentences
Cross-currency and interest rate derivative contracts $ 1,469.0 $ — $ 1,469.0 $ —
−Removed: Equity-related derivative instruments 113.8 — — 113.8
Foreign currency forward and option contracts 1.0 — 1.0 —
9 unchanged sentences
Total liabilities $ 747.1 $ — $ 747.1 $ —
−Removed: LIBERTY GLOBAL PLC
−Removed: Notes to Consolidated Financial Statements — (Continued)
−Removed: December 31, 2022, 2021 and 2020
A reconciliation of the beginning and ending balances of our assets and liabilities measured at fair value on a recurring basis using significant unobservable, or Level 3, inputs is as follows:
−Removed: Investments Cross-currency, interest rate and foreign currency derivative contracts Equity-related
+Added: Investments Equity-related
instruments Total
−Removed: Balance of net assets (liabilities) at January 1, 2022
+Added: Balance of net assets at January 1, 2023
$ 1,639.0 $ — $ 1,639.0
Gains (losses) included in earnings from continuing operations (a):
−Removed: Realized and unrealized gains due to changes in fair values of certain investments, net 81.9 — — 81.9
−Removed: Realized and unrealized losses on derivative instruments, net — — ( 21.4 ) ( 21.4 )
+Added: Realized and unrealized gains on derivative instruments, net — 258.5 258.5
+Added: Realized and unrealized losses due to changes in fair values of certain investments, net ( 160.6 ) — ( 160.6 )
Additions 74.1 — 74.1
Dispositions ( 20.7 ) — ( 20.7 )
−Removed: Transfers in to Level 3 57.5 — — 57.5
−Removed: Transfers out of Level 3 — 13.3 — 13.3
Foreign currency translation adjustments and other, net 31.3 4.8 36.1
4 unchanged sentences
(b) As of December 31, 2023, $ 361.8 million of our Level 3 investments were accounted for under the measurement alternative at cost less impairment, adjusted for observable price changes.
−Removed: LIBERTY GLOBAL PLC
+Added: LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
25 unchanged sentences
adjustments Foreign currency translation adjustments and other December 31,
−Removed: Switzerland $ 6,590.5 $ — $ ( 75.4 ) $ 6,515.1
−Removed: Belgium 2,591.8 39.0 ( 150.6 ) 2,480.2
−Removed: Ireland 275.9 — ( 16.4 ) 259.5
+Added: Sunrise $ 6,515.1 $ 11.7 $ 641.9 $ 7,168.7
+Added: Telenet 2,480.2 555.1 ( 58.4 ) 2,976.9
+Added: VM Ireland 259.5 — 8.6 268.1
Central and Other 61.3 — 2.0 63.3
Total $ 9,316.1 $ 566.8 $ 594.1 $ 10,477.0
−Removed: 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.
+Added: 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.
−Removed: LIBERTY GLOBAL PLC
+Added: LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
3 unchanged sentences
adjustments and other December 31,
−Removed: Switzerland $ 6,816.0 $ 18.6 $ ( 244.1 ) $ 6,590.5
−Removed: Belgium 2,783.7 ( 0.8 ) ( 191.1 ) 2,591.8
−Removed: Ireland 296.2 — ( 20.3 ) 275.9
+Added: Sunrise $ 6,590.5 $ — $ ( 75.4 ) $ 6,515.1
+Added: Telenet 2,591.8 39.0 ( 150.6 ) 2,480.2
+Added: VM Ireland 275.9 — ( 16.4 ) 259.5
Central and Other
17 unchanged sentences
Total $ 2,053.6
−Removed: LIBERTY GLOBAL PLC
+Added: LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
4 unchanged sentences
Borrowing currency U.S.
−Removed: UPC Holding Bank Facility (c)
+Added: Sunrise Holding Bank Facility (c)
7.72 % € 725.0 $ 802.2 $ 3,626.4 $ 3,587.7
−Removed: UPC SPE Notes
+Added: Sunrise Holding SPE Notes
4.56 % — — 1,664.9 1,651.6
−Removed: UPC Holding Senior Notes 4.78 % — — 814.2 1,211.6
+Added: Sunrise Holding Senior Notes 4.76 % — — 826.1 814.2
Telenet Credit Facility (d)
4 unchanged sentences
7.35 % € 100.0 110.6 995.8 963.9
−Removed: Vendor financing (f) 2.63 % — — 704.7 843.2
−Removed: Other (g) 4.21 % — — 585.8 149.6
−Removed: Total debt before deferred financing costs, discounts and premiums (h) 5.50 % $ 1,465.6 $ 13,370.2 $ 14,398.8
+Added: Vodafone Collar Loan (f) 2.95 % — — 1,391.9 —
+Added: Vendor financing (g) 4.91 % — — 768.7 704.7
+Added: Other (h) 6.22 % — — 478.3 585.8
+Added: Total debt before deferred financing costs, discounts and premiums (i) 6.10 % $ 1,626.5 $ 15,857.6 $ 13,370.2
The following table provides a reconciliation of total debt before deferred financing costs, discounts and premiums to total debt and finance lease obligations:
15 unchanged sentences
Including the effects of derivative instruments, original issue premiums or discounts and commitment fees, but excluding the impact of deferred financing costs and certain other obligations that we assumed in connection with certain acquisitions, the weighted average interest rate on our aggregate variable- and fixed-rate indebtedness was 3.45 % at December 31, 2023.
+Added: The weighted average interest rate calculation includes principal amounts outstanding associated with all of our secured and unsecured borrowings.
For information regarding our derivative instruments, see note 8.
(b) Unused borrowing capacity represents the maximum availability under the applicable facility at December 31, 2023 without regard to covenant compliance calculations or other conditions precedent to borrowing.
−Removed: The following table provides our borrowing availability and amounts available to loan or distribute under each of the respective subsidiary facilities, based on the most restrictive applicable leverage covenants and leverage-based restricted payment tests, (i) at
−Removed: LIBERTY GLOBAL PLC
+Added: The following table
+Added: LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2023, 2022 and 2021
−Removed: December 31, 2022 and (ii) upon completion of the relevant December 31, 2022 compliance reporting requirements.
−Removed: These amounts do not consider any actual or potential changes to our borrowing levels or any amounts loaned or distributed subsequent to December 31, 2022, or the impact of additional amounts that may be available to borrow, loan or distribute under certain defined baskets within each respective facility.
+Added: provides our borrowing availability and amounts available to loan or distribute in accordance with the terms of the respective subsidiary facilities, (i) at December 31, 2023 and (ii) upon completion of the relevant December 31, 2023 compliance reporting requirements.
+Added: These amounts do not consider any actual or potential changes to our borrowing levels or any amounts loaned or distributed subsequent to December 31, 2023, or the full impact of additional amounts that may be available to borrow, loan or distribute under certain defined baskets within each respective facility.
December 31, 2023
3 unchanged sentences
Available to borrow:
−Removed: UPC Holding Bank Facility
+Added: Sunrise Holding Bank Facility
€ 725.0 $ 802.2 € 725.0 $ 802.2
4 unchanged sentences
Available to loan or distribute:
−Removed: UPC Holding Bank Facility
+Added: Sunrise Holding Bank Facility
€ 725.0 $ 802.2 € 725.0 $ 802.2
3 unchanged sentences
€ 100.0 $ 110.6 € 100.0 $ 110.6
−Removed: (c) Unused borrowing capacity under the UPC Holding Bank Facility relates to an equivalent € 713.4 million ($ 764.1 million) under the UPC Revolving Facility, part of which has been made available as an ancillary facility.
−Removed: With the exception of € 23.0 million ($ 24.6 million) of borrowings under the ancillary facility, the UPC Revolving Facility was undrawn at December 31, 2022.
−Removed: (d) Unused borrowing capacity under the Telenet Credit Facility comprises (i) € 510.0 million ($ 546.2 million) under the Telenet Revolving Facility I, (ii) € 25.0 million ($ 26.8 million) under the Telenet Overdraft Facility and (iii) € 20.0 million ($ 21.4 million) under the Telenet Revolving Facility, each of which were undrawn at December 31, 2022.
+Added: (c) Unused borrowing capacity under the Sunrise Holding Bank Facility relates to an equivalent € 725.0 million ($ 802.2 million) under the Sunrise Holding Revolving Facility, comprising (i) € 660.0 million ($ 730.3 million) under Sunrise Holding Revolving Facility B (as defined below) and (ii) € 65.0 million ($ 71.9 million) under Sunrise Holding Revolving Facility A (as defined below).
+Added: The Sunrise Holding Revolving Facility provides for maximum borrowing capacity of € 748.0 million ($ 827.6 million), including € 23.0 million ($ 25.4 million) under the related ancillary facility.
+Added: With the exception of € 23.0 million of borrowings under the ancillary facility, the Sunrise Holding Revolving Facility was undrawn at December 31, 2023.
+Added: During 2023, the Sunrise Holding Bank Facility was amended to replace LIBOR with the Term Secured Overnight Financing Rate ( Term SOFR ) as the reference rate for U.S.
+Added: dollar-denominated loans.
+Added: In addition, the Sunrise Holding Revolving Facility was amended to provide for an additional € 11.6 million ($ 12.8 million) of borrowing capacity and was split into two revolving facilities.
+Added: Sunrise Holding Revolving Facility A has a maximum borrowing capacity of € 88.0 million ($ 97.3 million), including € 23.0 million under the ancillary facility, and a final maturity date of May 31, 2026 and Sunrise Holding Revolving Facility B has a maximum borrowing capacity of € 660.0 million and a final maturity date of September 30, 2029.
+Added: All other terms from the previously existing Sunrise Holding Revolving Facility continue to apply to the new revolving facilities.
+Added: (d) Unused borrowing capacity under the Telenet Credit Facility comprises (i) € 570.0 million ($ 630.7 million) under Telenet Revolving Facility B (as defined below), (ii) € 30.0 million ($ 33.2 million) under Telenet Revolving Facility A (as defined below), (iii) € 25.0 million ($ 27.7 million) under the Telenet Overdraft Facility and (iv) € 20.0 million ($ 22.1 million) under the Telenet Revolving Facility, each of which were undrawn at December 31, 2023.
+Added: During 2023, the Telenet Credit Facility was amended to replace LIBOR with Term SOFR as the reference rate for U.S.
+Added: dollar-denominated loans.
+Added: In addition, Telenet Revolving Facility I was amended to provide for an additional € 90.0 million ($ 99.6 million) of borrowing capacity and was split into two revolving facilities.
+Added: Telenet Revolving Facility A has a maximum borrowing capacity of € 30.0 million and a final maturity date of May 31, 2026 and Telenet Revolving Facility B has a maximum borrowing capacity of € 570.0 million and a final maturity date of May 31, 2029.
+Added: All other terms from the previously existing Telenet Revolving Facility I continue to apply to the new revolving facilities.
(e) Unused borrowing capacity under the VM Ireland Credit Facility relates to € 100.0 million ($ 110.6 million) under the VM Ireland Revolving Facility, which was undrawn at December 31, 2023.
−Removed: (f) Represents amounts owed to various creditors pursuant to interest-bearing vendor financing arrangements that are used to finance certain of our property and equipment additions and operating expenses.
+Added: LIBERTY GLOBAL LTD.
+Added: Notes to Consolidated Financial Statements — (Continued)
+Added: December 31, 2023, 2022 and 2021
+Added: (f) For information regarding the Vodafone Collar Loan, see notes 7 and 8.
+Added: (g) Represents amounts owed to various creditors pursuant to interest-bearing vendor financing arrangements that are used to finance certain of our property and equipment additions and operating expenses.
These arrangements extend our repayment terms beyond a vendor’s original due dates (e.g., extension beyond a vendor’s customary payment terms, which are generally 90 days or less) and as such are classified outside of accounts payable as debt on our consolidated balance sheets.
3 unchanged sentences
Repayments of vendor financing obligations at the time we pay the financing intermediary are included in repayments and repurchases of debt and finance lease obligations in our consolidated statements of cash flows.
−Removed: (g) The December 31, 2022 amount includes $ 428.1 million of liabilities related to Telenet’s acquisition of mobile spectrum licenses.
+Added: (h) Amounts include $ 430.8 million and $ 428.1 million at December 31, 2023 and 2022, respectively, of liabilities related to Telenet’s acquisition of mobile spectrum licenses.
Telenet will make annual payments for the license fees over the terms of the respective licenses.
For additional information regarding Telenet’s acquisition of mobile spectrum licenses, see note 10.
−Removed: LIBERTY GLOBAL PLC
−Removed: Notes to Consolidated Financial Statements — (Continued)
−Removed: December 31, 2022, 2021 and 2020
−Removed: (h) As of December 31, 2022 and 2021, our debt had an estimated fair value of $ 12.6 billion and $ 14.5 billion, respectively.
+Added: (i) As of December 31, 2023 and 2022, our debt had an estimated fair value of $ 15.5 billion and $ 12.6 billion, respectively.
The estimated fair values of our debt instruments are generally determined using the average of applicable bid and ask prices (mostly Level 1 of the fair value hierarchy).
1 unchanged sentence
General Information
−Removed: At December 31, 2022, most of our outstanding debt had been incurred by one of our three subsidiary “borrowing groups.” References to these borrowing groups, which comprise UPC Holding, Telenet and VM Ireland, include their respective restricted parent and subsidiary entities.
+Added: At December 31, 2023, most of our outstanding debt had been incurred by one of our three subsidiary “borrowing groups.” References to these borrowing groups, which comprise Sunrise Holding, Telenet and VM Ireland, include their respective restricted parent and subsidiary entities.
Credit Facilities.
5 unchanged sentences
• Our credit facilities require that certain members of the relevant borrowing group guarantee the payment of all sums payable under the relevant credit facility and such group members are required to grant first-ranking security over their shares and, in certain borrowing groups, over substantially all of their assets to secure the payment of all sums payable thereunder;
−Removed: • In addition to certain mandatory prepayment events, our credit facilities provide that the instructing group of lenders under the relevant credit facility, under certain circumstances, may cancel the group’s commitments thereunder and declare the loan(s) thereunder due and payable after the applicable notice period following the occurrence of a change of control (as specified in the relevant credit facility);
+Added: • In addition to certain mandatory prepayment events, our credit facilities provide that the instructing group of lenders under the relevant credit facility, under certain circumstances, may cancel the group’s commitments thereunder and
+Added: LIBERTY GLOBAL LTD.
+Added: Notes to Consolidated Financial Statements — (Continued)
+Added: December 31, 2023, 2022 and 2021
+Added: declare the loan(s) thereunder due and payable after the applicable notice period following the occurrence of a change of control (as specified in the relevant credit facility);
• Our credit facilities contain certain customary events of default, the occurrence of which, subject to certain exceptions, materiality qualifications and cure rights, would allow the instructing group of lenders to (i) cancel the total commitments, (ii) declare that all or part of the loans be payable on demand and/or (iii) accelerate all outstanding loans and terminate their commitments thereunder;
3 unchanged sentences
Certain of our borrowing groups have issued senior and/or senior secured notes.
−Removed: In general, our senior and senior secured notes (i) are senior obligations of each respective issuer within the relevant borrowing group that rank equally with all of the existing and future senior debt of such issuer and are senior to all existing and future subordinated debt of such issuer within the relevant borrowing group, (ii) contain, in most instances, certain guarantees from other members of the relevant borrowing group (as specified in the applicable indenture) and (iii) with respect to our senior secured notes, are secured by certain pledges or liens over the shares of certain members of the relevant borrowing group and,
−Removed: LIBERTY GLOBAL PLC
−Removed: Notes to Consolidated Financial Statements — (Continued)
−Removed: December 31, 2022, 2021 and 2020
−Removed: in certain borrowing groups, over substantially all of their assets.
+Added: In general, our senior and senior secured notes (i) are senior obligations of each respective issuer within the relevant borrowing group that rank equally with all of the existing and future senior debt of such issuer and are senior to all existing and future subordinated debt of such issuer within the relevant borrowing group, (ii) contain, in most instances, certain guarantees from other members of the relevant borrowing group (as specified in the applicable indenture) and (iii) with respect to our senior secured notes, are secured by certain pledges or liens over the shares of certain members of the relevant borrowing group and, in certain borrowing groups, over substantially all of their assets.
In addition, the indentures governing our senior and senior secured notes contain certain covenants, the more notable of which are as follows:
7 unchanged sentences
On or after the applicable call date, we may redeem some or all of these notes at various redemption prices plus accrued interest and additional amounts (as specified in the applicable indenture), if any, to the applicable redemption date.
−Removed: From time to time, we create special purpose financing entities ( SPE ), some of which are owned by the relevant borrowing group and some of which are owned by third parties ( Third-Party SPEs ).
+Added: LIBERTY GLOBAL LTD.
+Added: Notes to Consolidated Financial Statements — (Continued)
+Added: December 31, 2023, 2022 and 2021
+Added: From time to time, we create special purpose financing entities ( SPEs ), some of which are owned by the relevant borrowing group and some of which are owned by third parties ( Third-Party SPEs ).
These SPEs are created for the primary purpose of facilitating the offering of senior secured notes, which we collectively refer to as “ SPE Notes ”.
3 unchanged sentences
As a result, the amounts outstanding under the Funded Facilities of the SPEs owned by the relevant borrowing group and the Third-Party SPEs are eliminated in the consolidated financial statements of the respective borrowing group and Liberty Global.
−Removed: At December 31, 2022, we had outstanding SPE Notes issued by a Third-Party SPE consolidated by UPC Holding (the UPCB SPE ).
+Added: At December 31, 2023, we had outstanding SPE Notes issued by a Third-Party SPE consolidated by Sunrise Holding (the Sunrise Holding SPE ).
Pursuant to the respective indentures for the SPE Notes (the SPE Indentures ) and the respective accession agreements for the Funded Facilities, the call provisions, maturity dates and applicable interest rates for each Funded Facility are the same as those of the related SPE Notes.
2 unchanged sentences
The SPEs are prohibited from incurring any additional indebtedness, subject to certain exceptions under the SPE Indentures.
−Removed: LIBERTY GLOBAL PLC
−Removed: Notes to Consolidated Financial Statements — (Continued)
−Removed: December 31, 2022, 2021 and 2020
The SPE Notes are non-callable prior to their respective call date (as specified under the applicable SPE Indenture).
5 unchanged sentences
A portion of our financing transactions may include non-cash borrowings and repayments.
−Removed: During 2022, 2021 and 2020, non-cash borrowings and repayments aggregated nil , $ 2.9 billion and $ 3.5 billion, respectively, including amounts related to the U.K.
−Removed: JV Entities prior to completion of the U.K.
−Removed: JV Transaction.
−Removed: UPC Holding - 2022 Financing Transactions
−Removed: In April 2022, a portion of the net proceeds from the sale of UPC Poland was used to (i) purchase and extinguish € 216.5 million ($ 231.9 million) of the € 600.0 million ($ 642.6 million) outstanding principal amount under UPC Facility AQ, together with accrued and unpaid interest, from the related UPCB SPE and, simultaneously, an equal amount of UPCB Finance VII Euro Notes were purchased and cancelled, (ii) purchase and cancel € 205.1 million ($ 219.7 million) of the € 594.3 million ($ 636.5 million) outstanding principal amount of UPC Holding 3.875 % Senior Notes, (iii) purchase and cancel $ 82.7 million of the $ 535.0 million outstanding principal amount of UPC Holding 5.50 % Senior Notes, (iv) purchase and extinguish $ 208.0 million of the $ 1,925.0 million outstanding principal amount under UPC Facility AX, (v) purchase and extinguish € 169.5 million ($ 181.5 million) of the € 862.5 million ($ 923.8 million) outstanding principal amount under UPC Facility AY and (vi) settle associated derivatives.
−Removed: In connection with these transactions, UPC Holding recognized a net loss on debt extinguishment of $ 2.0 million related to (a) the write-off of $ 5.2 million of unamortized deferred financing costs and discounts, (b) a net gain associated with settlement discounts of $ 4.7 million and (c) the payment of $ 1.5 million of third-party costs.
−Removed: In May 2022, an additional (i) € 51.3 million ($ 54.9 million) of UPC Holding 3.875 % Senior Notes were purchased and cancelled and (ii) € 8.6 million ($ 9.2 million) under UPC Facility AQ, together with accrued and unpaid interest, was purchased and extinguished and, simultaneously, an equal amount of UPCB Finance VII Euro Notes were purchased and cancelled.
−Removed: In connection with these transactions, UPC Holding recognized a net gain on debt extinguishment of $ 4.8 million related to (a) a gain associated with settlement discounts of $ 5.1 million and (b) the write-off of $ 0.3 million of unamortized deferred financing costs and discounts.
−Removed: UPC Holding - 2021 and 2020 Financing Transactions
−Removed: During 2021 and 2020, UPC Holding completed a number of financing transactions that generally resulted in lower interest rates and extended maturities.
−Removed: In connection with these transactions, UPC Holding recognized losses on debt extinguishment of $ 90.6 million and $ 43.1 million during 2021 and 2020, respectively.
−Removed: These losses primarily include (i) the write-off of net unamortized deferred financing costs, discounts and premiums of $ 77.7 million and $ 0.3 million and (ii) the payment of redemption premiums of $ 12.9 million and $ 43.8 million, respectively .
+Added: During 2023, 2022 and 2021, non-cash borrowings and repayments aggregated nil , nil and $ 2.9 billion, respectively.
Telenet - 2023 Financing Transactions
−Removed: During 2020, Telenet completed a number of financing transactions that generally resulted in lower interest rates and extended maturities.
−Removed: In connection with these transactions, Telenet recognized a loss on debt extinguishment of $ 18.9 million related to the write-off of net unamortized deferred financing costs, discounts and premiums.
−Removed: LIBERTY GLOBAL PLC
+Added: In November 2023, Telenet entered into a € 890.0 million ($ 984.7 million) sustainability-linked term loan facility ( Telenet Facility AT1 ).
+Added: Telenet Facility AT1 was issued at par, matures on November 10, 2028 and bears interest at a rate of EURIBOR + 3.0 %, subject to a EURIBOR floor of 0.0 %.
+Added: The interest rate on Telenet Facility AT1 is subject to adjustment based on the achievement or otherwise of certain Environmental, Social and Governance ( ESG ) metrics.
+Added: The proceeds from Telenet Facility AT1 were used to fund a dividend distribution to Liberty Global Belgium Holding B.V.
+Added: ( LGBH ), an indirect wholly-owned subsidiary of Liberty Global.
+Added: LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2023, 2022 and 2021
+Added: Other 2023 Financing Transactions
+Added: In connection with the Telenet Takeover Bid (as defined and described in note 14), LGBH entered into a € 1.0 billion ($ 1.1 billion) term loan facility ( LGBH Facility B ).
+Added: LGBH Facility B was issued at par, matures on July 25, 2026 and bears interest at a rate of EURIBOR plus (i) 4.0 % per annum through July 24, 2024, (ii) 4.5 % per annum from July 25, 2024 through July 24, 2025 and (iii) 5.25 % per annum from July 25, 2025 through maturity, in each case subject to a EURIBOR floor of 0.0 %.
+Added: Under LGBH Facility B, LGBH drew (a) € 745.0 million ($ 824.3 million) in July 2023 and (b) € 67.5 million ($ 74.7 million) in September 2023, the proceeds of which were used to fund the Offer (as defined and described in note 14).
+Added: In October 2023, LGBH drew an additional € 77.5 million ($ 85.7 million) under LGBH Facility B, the proceeds of which were used to further fund the Offer.
+Added: The remaining € 110.0 million ($ 121.7 million) of undrawn commitments under LGBH Facility B were subsequently cancelled.
+Added: In November 2023, LGBH prepaid in full the € 890.0 million outstanding principal amount under LGBH Facility B.
+Added: In connection with this transaction, LGBH recognized a loss on debt extinguishment of $ 1.4 million related to the write-off of unamortized deferred financing costs and discounts.
+Added: Sunrise Holding - 2022 and 2021 Financing Transactions
+Added: During 2022 and 2021, Sunrise Holding completed a number of financing transactions that generally resulted in lower interest rates and extended maturities.
+Added: In connection with these transactions, Sunrise Holding recognized gains (losses) on debt extinguishment of $ 2.8 million and ($ 90.6 million) during 2022 and 2021, respectively.
+Added: 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.
+Added: The loss during 2021 is attributable to (a) the write-off of $ 77.7 million of unamortized deferred financing costs and discounts and (b) the payment of $ 12.9 million of redemption premiums .
Maturities of Debt
2 unchanged sentences
Holding (a) Telenet VM
−Removed: Ireland Other Total
+Added: Ireland Other (b) Total
Year ending December 31:
5 unchanged sentences
Thereafter 4,965.1 1,555.3 995.8 — 7,516.2
−Removed: Total debt maturities (b) 6,338.1 6,018.6 963.9 49.6 13,370.2
+Added: Total debt maturities (c) 6,492.0 6,961.1 995.8 1,408.7 15,857.6
Deferred financing costs, discounts and premiums, net ( 21.5 ) ( 28.9 ) ( 5.3 ) ( 94.0 ) ( 149.7 )
4 unchanged sentences
_______________
−Removed: (a) Amounts include SPE Notes issued by the UPCB SPE which, as described above, is consolidated by UPC Holding and Liberty Global.
−Removed: (b) Amounts include vendor financing obligations of $ 704.7 million, as set forth below:
+Added: (a) Amounts include SPE Notes issued by the Sunrise Holding SPE which, as described above, is consolidated by Sunrise Holding and Liberty Global.
+Added: LIBERTY GLOBAL LTD.
+Added: Notes to Consolidated Financial Statements — (Continued)
+Added: December 31, 2023, 2022 and 2021
+Added: (b) Includes $ 1,391.9 million related to the Vodafone Collar Loan, which has settlement dates in 2025 and 2026 consistent with the Vodafone Collar.
+Added: We may elect to use cash or the collective value of the related shares and Vodafone Collar to settle amounts under the Vodafone Collar Loan.
+Added: (c) Amounts include vendor financing obligations of $ 768.7 million, as set forth below:
Holding Telenet Other Total
2 unchanged sentences
2025 — — 1.2 1.2
−Removed: 2025 — — 1.1 1.1
Total vendor financing maturities $ 374.6 $ 377.3 $ 16.8 $ 768.7
2 unchanged sentences
Long-term portion $ — $ — $ 1.2 $ 1.2
−Removed: LIBERTY GLOBAL PLC
−Removed: Notes to Consolidated Financial Statements — (Continued)
−Removed: December 31, 2022, 2021 and 2020
Vendor Financing Obligations
1 unchanged sentence
Balance at January 1 $ 704.7 $ 843.2
−Removed: Vendor financing obligations of the U.K.
−Removed: JV Entities at January 1
−Removed: Balance at January 1, including amounts classified as held for sale 843.2 3,905.4
Operating-related vendor financing additions 648.5 522.7
2 unchanged sentences
Principal payments on capital-related vendor financing ( 256.1 ) ( 210.1 )
−Removed: Foreign currency, acquisitions and other ( 17.8 ) 108.8
−Removed: Total vendor financing obligations 704.7 4,084.5
−Removed: vendor financing obligations of the U.K.
−Removed: JV Entities (a)
−Removed: — ( 3,241.3 )
+Added: Foreign currency and other 62.0 ( 17.8 )
Balance at December 31 $ 768.7 $ 704.7
−Removed: _______________
−Removed: (a) Represents vendor financing obligations of the U.K.
−Removed: JV Entities at June 1, 2021, the date of completion of the U.K.
−Removed: JV Transaction.
−Removed: LIBERTY GLOBAL PLC
+Added: LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
18 unchanged sentences
JV Transaction) of $ 20.9 million, $ 34.2 million and $ 42.6 million, respectively.
+Added: The decrease in our finance lease ROU assets is primarily related to the Telenet Wyre Transaction.
+Added: For additional information, see note 5.
(b) Our operating lease ROU assets are included in other assets, net, on our consolidated balance sheets.
5 unchanged sentences
(c) The current and long-term portions of our finance lease liabilities are included within current portion of debt and finance lease obligations and long-term debt and finance lease obligations, respectively, on our consolidated balance sheets.
+Added: The decrease in our finance lease liabilities is primarily related to the Telenet Wyre Transaction.
+Added: For additional information, see note 5.
(d) The current portions of our operating lease liabilities are included within other accrued and current liabilities on our consolidated balance sheets.
For additional information regarding the increase in our operating lease liabilities during 2022 related to the Telenet Tower Lease Agreement, see note 6.
−Removed: LIBERTY GLOBAL PLC
+Added: LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
25 unchanged sentences
Total cash outflows from operating and finance leases $ 257.0 $ 322.7 $ 329.5
−Removed: LIBERTY GLOBAL PLC
+Added: LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
12 unchanged sentences
Total payments
−Removed: 2,629.9 564.2
present value discount
4 unchanged sentences
(13) Income Taxes
−Removed: Liberty Global files our primary income tax return in the U.K.
+Added: Liberty Global is a Bermuda exempted company limited by shares and is not considered to be a tax resident in any other jurisdiction or country.
+Added: At the present time, there is no Bermuda income or profits tax, withholding tax, capital gains tax, capital transfer tax, estate duty or inheritance tax payable by Liberty Global.
+Added: On December 27, 2023, Bermuda enacted the Corporate Income Tax Act 2023 (the CIT Act ) which provides for the taxation of the Bermuda constituent entities of certain large multi-national groups beginning on or after January 1, 2025.
+Added: We do not currently anticipate that the CIT Act will have a material impact on our consolidated financial statements, although we will continue to monitor guidance as it is issued.
+Added: Our non-Bermuda subsidiaries are subject to tax in their respective jurisdictions.
Our subsidiaries file income tax returns in the U.S., the U.K.
4 unchanged sentences
2023 2022 2021
−Removed: Belgium $ 1,000.4 $ 404.7 $ 343.5
−Removed: The Netherlands 742.3 644.5 ( 606.0 )
$ ( 2,899.5 ) $ ( 516.2 ) $ 12,922.0
−Removed: Luxembourg 505.4 373.2 95.5
+Added: The Netherlands ( 805.4 ) 742.3 644.5
+Added: Belgium 653.9 1,000.4 404.7
Switzerland ( 446.7 ) ( 470.5 ) ( 308.3 )
+Added: Luxembourg ( 195.6 ) 505.4 373.2
Ireland ( 16.6 ) 178.3 39.5
2 unchanged sentences
Other ( 9.6 ) ( 5.8 ) ( 16.9 )
−Removed: Total $ 1,424.2 $ 14,000.8 $ ( 1,801.0 )
−Removed: LIBERTY GLOBAL PLC
+Added: Earnings (loss) from continuing operations before income taxes $ ( 3,724.2 ) $ 1,424.2 $ 14,000.8
+Added: LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2023, 2022 and 2021
−Removed: Income tax benefit (expense) consists of:
+Added: Our income tax expense consists of:
Current Deferred Total
Year ended December 31, 2023:
+Added: Belgium $ ( 100.9 ) $ ( 64.9 ) $ ( 165.8 )
( 68.0 ) ( 28.4 ) ( 96.4 )
−Removed: Luxembourg ( 0.3 ) ( 152.3 ) ( 152.6 )
Switzerland ( 0.3 ) 78.9 78.6
−Removed: Belgium ( 87.7 ) 17.1 ( 70.6 )
−Removed: Ireland ( 5.3 ) 10.5 5.2
+Added: Luxembourg — 44.3 44.3
The Netherlands ( 16.9 ) 0.2 ( 16.7 )
+Added: Ireland 3.6 2.5 6.1
( 0.1 ) 0.5 0.4
Other ( 0.1 ) — ( 0.1 )
−Removed: Total $ ( 146.4 ) $ ( 172.5 ) $ ( 318.9 )
+Added: Total income tax expense $ ( 182.7 ) $ 33.1 $ ( 149.6 )
Year ended December 31, 2022:
$ ( 51.8 ) $ ( 133.0 ) $ ( 184.8 )
−Removed: ( 47.9 ) ( 25.8 ) ( 73.7 )
−Removed: Belgium ( 96.3 ) 16.2 ( 80.1 )
−Removed: Switzerland ( 7.2 ) 63.5 56.3
Luxembourg ( 0.3 ) ( 152.3 ) ( 152.6 )
−Removed: The Netherlands ( 2.6 ) ( 1.3 ) ( 3.9 )
+Added: Switzerland 0.6 87.2 87.8
+Added: Belgium ( 87.7 ) 17.1 ( 70.6 )
Ireland ( 5.3 ) 10.5 5.2
+Added: The Netherlands ( 1.7 ) ( 0.8 ) ( 2.5 )
+Added: ( 0.1 ) 0.8 0.7
Other ( 0.1 ) ( 2.0 ) ( 2.1 )
−Removed: Total $ ( 155.1 ) $ ( 318.2 ) $ ( 473.3 )
+Added: Total income tax expense $ ( 146.4 ) $ ( 172.5 ) $ ( 318.9 )
Year ended December 31, 2021:
$ ( 0.4 ) $ ( 319.5 ) $ ( 319.9 )
+Added: Belgium ( 96.3 ) 16.2 ( 80.1 )
( 47.9 ) ( 25.8 ) ( 73.7 )
1 unchanged sentence
Luxembourg ( 0.4 ) ( 49.5 ) ( 49.9 )
−Removed: Belgium ( 54.5 ) 36.3 ( 18.2 )
The Netherlands ( 2.6 ) ( 1.3 ) ( 3.9 )
+Added: Ireland ( 0.7 ) — ( 0.7 )
Other 0.4 ( 1.8 ) ( 1.4 )
−Removed: Total $ 13.0 $ 262.9 $ 275.9
+Added: Total income tax expense $ ( 155.1 ) $ ( 318.2 ) $ ( 473.3 )
_______________
1 unchanged sentence
state income taxes were not material during any of the years presented.
−Removed: LIBERTY GLOBAL PLC
+Added: LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2023, 2022 and 2021
−Removed: Income tax benefit (expense) attributable to our earnings (loss) from continuing operations before income taxes differs from the amounts computed using the applicable income tax rate as a result of the following factors:
+Added: Income tax expense attributable to our earnings (loss) from continuing operations before income taxes differs from the amounts computed using the applicable income tax rates as a result of the following factors:
Year ended December 31,
1 unchanged sentence
Computed “expected” tax benefit (expense) (a) $ 875.2 $ ( 270.6 ) $ ( 2,660.2 )
+Added: Basis and other differences in the treatment of items associated with investments in subsidiaries and affiliates (b) ( 406.9 ) ( 68.4 ) 84.0
+Added: Change in valuation allowances ( 275.1 ) ( 39.0 ) ( 62.2 )
Non-deductible or non-taxable foreign exchange results ( 198.7 ) 267.3 218.0
−Removed: International rate differences (b) ( 147.1 ) ( 92.4 ) 6.7
Non-deductible or non-taxable interest and other expenses ( 138.4 ) ( 89.6 ) ( 69.0 )
−Removed: Basis and other differences in the treatment of items associated with investments in subsidiaries and affiliates (c) ( 68.4 ) 84.0 ( 245.8 )
−Removed: Change in valuation allowances ( 39.0 ) ( 62.2 ) ( 8.4 )
+Added: International rate differences (c) ( 13.3 ) ( 147.1 ) ( 92.4 )
Tax benefit associated with technologies innovation (d) 6.5 22.1 25.8
−Removed: Enacted tax law and rate changes (e) 3.4 2.2 248.2
−Removed: Non-taxable gain on U.K.
+Added: Non-taxable gain on the U.K.
JV Transaction
1 unchanged sentence
Other, net 1.1 6.4 ( 3.8 )
−Removed: Total income tax benefit (expense) $ ( 318.9 ) $ ( 473.3 ) $ 275.9
+Added: Total income tax expense $ ( 149.6 ) $ ( 318.9 ) $ ( 473.3 )
_______________
−Removed: (a) The statutory or “expected” tax rate is the U.K.
−Removed: rate of 19.0%.
−Removed: (b) Amounts reflect adjustments (either a benefit or expense) to the “expected” tax benefit (expense) for statutory rates in jurisdictions in which we operate outside of the U.K.
−Removed: (c) Amounts reflect the net impact of differences in the treatment of income and loss items between financial reporting and tax accounting related to investments in subsidiaries and affiliates, including the effects of foreign earnings.
−Removed: (d) Amounts reflect the recognition of the innovation income tax deduction in Belgium, including the one-time effect of deductions related to prior periods in 2020.
−Removed: (e) On June 10, 2021, legislation was enacted in the U.K.
−Removed: to increase the U.K.
−Removed: corporate income rate to 25.0% from April 1, 2023.
−Removed: The impact of this rate change on our deferred tax balances was recorded during the second quarter of 2021.
−Removed: On July 22, 2020, legislation was enacted in the U.K.
−Removed: to maintain the corporate income tax rate at 19.0%, reversing previous legislation that had reduced the U.K.
−Removed: rate to 17.0% from April 1, 2020.
−Removed: The impact of this rate change on our deferred tax balances was recorded during the third quarter of 2020.
−Removed: Effective January 1, 2022, the enacted corporate income tax rate in the Netherlands increased from 25.0% to 25.8%.
−Removed: This change did not have a material impact on our consolidated financial statements.
−Removed: LIBERTY GLOBAL PLC
−Removed: Notes to Consolidated Financial Statements — (Continued)
−Removed: December 31, 2022, 2021 and 2020
+Added: (a) The statutory or “expected” tax rates are the U.K.
+Added: rates of 23.5% for 2023 and 19.0% for 2022 and 2021.
+Added: The 2023 statutory rate represents that blended rate in effect for the year ended December 31, 2023 based on the 19.0% statutory rate that was in effect for the first quarter of 2023 and the 25.0% statutory rate that was in effect for the remainder of 2023.
+Added: Although we are domiciled in Bermuda, we have used the U.K.
+Added: statutory rate as management believes it is more meaningful.
+Added: (b) Amounts reflect the net impact of differences in the treatment of income and loss items between financial reporting and tax accounting related to investments in subsidiaries and affiliates, including the effects of foreign earnings.
+Added: (c) Amounts reflect adjustments (either a benefit or expense) to the “expected” tax benefit (expense) for statutory rates in jurisdictions in which we operate outside of the U.K.
+Added: (d) Amounts reflect the recognition of the innovation income tax deduction in Belgium.
The components of our net deferred tax liabilities are as follows:
1 unchanged sentence
Deferred tax liabilities (a) ( 543.7 ) ( 533.8 )
−Removed: Net deferred tax liability $ ( 300.0 ) $ ( 121.1 )
+Added: Net deferred tax liabilities $ ( 460.1 ) $ ( 300.0 )
_______________
(a) Our deferred tax assets and deferred tax liabilities are included within other assets, net, and other long-term liabilities, respectively, on our consolidated balance sheets.
+Added: LIBERTY GLOBAL LTD.
+Added: Notes to Consolidated Financial Statements — (Continued)
+Added: December 31, 2023, 2022 and 2021
The tax effects of temporary differences that give rise to significant portions of our deferred tax assets and deferred tax liabilities are presented below:
5 unchanged sentences
Property and equipment, net 169.9 125.7
−Removed: Share-based compensation 84.7 93.6
Derivative instruments 126.7 4.3
+Added: Share-based compensation 81.4 84.7
Other future deductible amounts 60.7 64.6
4 unchanged sentences
Intangible assets ( 272.9 ) ( 336.7 )
−Removed: ROU assets ( 177.1 ) ( 54.0 )
Property and equipment, net ( 272.2 ) ( 157.6 )
−Removed: Derivative instruments ( 155.3 ) ( 0.8 )
Debt and interest ( 266.4 ) ( 91.1 )
+Added: ROU assets ( 177.2 ) ( 177.1 )
+Added: Derivative instruments ( 70.8 ) ( 155.3 )
Other future taxable amounts ( 49.9 ) ( 14.1 )
Deferred tax liabilities ( 1,109.4 ) ( 931.9 )
−Removed: Net deferred tax liability $ ( 300.0 ) $ ( 121.1 )
−Removed: Our deferred income tax valuation allowance decreased $ 158.1 million in 2022.
−Removed: This decrease reflects the net effect of (i) expiration of net operating losses, (ii) foreign currency translation adjustments, (iii) net tax expense of $ 39.0 million and (iv) other individually insignificant items.
−Removed: LIBERTY GLOBAL PLC
−Removed: Notes to Consolidated Financial Statements — (Continued)
−Removed: December 31, 2022, 2021 and 2020
+Added: Net deferred tax liabilities $ ( 460.1 ) $ ( 300.0 )
+Added: Our deferred income tax valuation allowance increased $ 313.1 million in 2023.
+Added: This increase reflects the net effect of (i) net tax expense of $ 275.1 million, (ii) foreign currency translation adjustments and (iii) other individually insignificant items.
The significant components of our tax loss carryforwards and related tax assets at December 31, 2023 are as follows:
7 unchanged sentences
Ireland 387.1 48.7 Indefinite
+Added: Switzerland 295.5 51.1 7 years
Other 9.9 3.5 Various
Total $ 5,646.1 $ 1,372.1
+Added: LIBERTY GLOBAL LTD.
+Added: Notes to Consolidated Financial Statements — (Continued)
+Added: December 31, 2023, 2022 and 2021
Our tax loss carryforwards within each jurisdiction combine all companies’ tax losses (both capital and ordinary losses) in that jurisdiction, however, certain tax jurisdictions limit the ability to offset taxable income of a separate company or different tax group with the tax losses associated with another separate company or group.
12 unchanged sentences
corporate income tax rate, it includes, among other provisions, a new corporate alternative minimum tax ( CAMT ) on “adjusted financial statement income” that is effective for tax years beginning after December 31, 2022.
−Removed: We do not currently anticipate that the CAMT will have a material impact on our consolidated financial statements, although we will continue to monitor additional guidance as it is issued to assess the impact to our tax position.
+Added: CAMT did not have an impact on our consolidated financial statements for the year ended December 31, 2023;
+Added: we will continue to monitor additional guidance as it is issued to assess the impact to our tax position.
We will disregard our CAMT status when evaluating our deferred tax assets under the regular U.S.
+Added: In December 2021, the Organization for Economic Co-Operation and Development ( OECD )/G20 Inclusive Framework on Base Erosion and Profit Shifting ( BEPS ) released Model Global Anti-Base Erosion ( GLoBE ) rules under Pillar Two.
+Added: These rules provide for the taxation of certain large multinational corporations at a minimum rate of 15%, calculated on a jurisdictional basis.
+Added: Numerous countries in which we operate, including the U.K.
+Added: and certain E.U.
+Added: member states, have enacted or are expected to enact legislation to implement many aspects of the Pillar Two rules beginning on January 1, 2024, with certain remaining impacts to be effective from January 1, 2025.
+Added: We do not currently anticipate that Pillar Two legislation will have a material impact on our consolidated financial statements, but we will continue to monitor future legislation and any additional guidance that is issued.
We and our subsidiaries file consolidated and standalone income tax returns in various jurisdictions.
4 unchanged sentences
In general, tax returns filed by our company or our subsidiaries for years prior to 2016 are no longer subject to examination by tax authorities.
−Removed: Certain of our subsidiaries are currently involved in income tax examinations in various jurisdictions in which we operate, including Belgium, Ireland and the U.S.
+Added: Certain of our subsidiaries are currently involved in income tax examinations in various jurisdictions in which we operate, including Switzerland, Ireland and Luxembourg.
While we do not expect adjustments from the foregoing examinations to have a material impact on our consolidated financial position, results of operations or cash flows, no assurance can be given that this will be the case given the amounts involved and the complex nature of the related issues.
−Removed: LIBERTY GLOBAL PLC
+Added: LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
3 unchanged sentences
Balance at January 1 $ 435.2 $ 447.1 $ 602.5
+Added: Additions for tax positions of prior years 8.5 — 12.9
+Added: Effects of business acquisitions 6.9 — —
Reductions for tax positions of prior years ( 5.9 ) ( 11.2 ) ( 170.0 )
−Removed: Foreign currency translation ( 2.3 ) ( 8.7 ) 15.5
+Added: Settlements with tax authorities ( 4.0 ) — —
Additions based on tax positions related to the current year 2.2 1.7 14.3
+Added: Foreign currency translation 1.5 ( 2.3 ) ( 8.7 )
Lapse of statute of limitations — ( 0.1 ) ( 3.9 )
−Removed: Additions for tax positions of prior years — 12.9 134.1
−Removed: Reduction related to the held for sale group — — ( 131.8 )
−Removed: Settlements with tax authorities — — ( 4.1 )
Balance at December 31 $ 444.4 $ 435.2 $ 447.1
1 unchanged sentence
As of December 31, 2023, 2022 and 2021, there were $ 347.0 million, $ 337.9 million, and $ 378.7 million, respectively, of unrecognized tax benefits that would have a favorable impact on our effective income tax rate if ultimately recognized, after considering amounts that we would expect to be offset by valuation allowances and other factors.
−Removed: During 2023, we do not expect any material reductions to our unrecognized tax benefits related to tax positions taken as of December 31, 2022.
+Added: During 2024, it is reasonably possible that the resolution of ongoing tax controversies, as well as the expiration of statutes of limitations and other items, could result in reductions to our unrecognized tax benefits related to tax positions taken as of December 31, 2023.
+Added: The amount of such reductions could range up to $ 345 million.
No assurance can be given as to the nature or impact of any changes in our unrecognized tax positions during 2024.
During 2023, 2022 and 2021, the income tax expense of our continuing operations included $ 59.6 million, $ 38.4 million and $ 25.7 million, respectively, representing the net accrual of interest and penalties during the period.
−Removed: At December 31, 2022, our other long-term liabilities included accrued interest and penalties of $ 203.3 million.
+Added: At December 31, 2023, accrued interest and penalties associated with our uncertain tax benefits totaled $ 262.9 million.
On October 7, 2022, the U.S.
5 unchanged sentences
Department of Justice is related to the November 2020 complaint filed by LGI in the District Court of Colorado seeking a refund of approximately $ 110 million of taxes, penalties and interest associated with the application of certain temporary Treasury regulations issued in June 2019.
+Added: In October 2023, the U.S.
+Added: District Court of Colorado entered judgement against LGI with respect to the refund claim and we appealed this decision to the U.S.
+Added: Court of Appeals for the Tenth Circuit ( Court of Appeals ) in December 2023.
No amounts have been accrued by LGI with respect to this matter.
We will vigorously defend this matter and continue to actively pursue our claim for refund.
−Removed: Capitalization
−Removed: At December 31, 2022, our authorized share capital consisted of an aggregate nominal amount of $ 20.0 million, consisting of any of the following:
−Removed: (i) ordinary shares (Class A, B or C), each with a nominal value of $ 0.01 per share, (ii) preference shares, with a nominal value to be determined by the board of directors, the issuance of one or more classes or series of which may be authorized by the board of directors, and (iii) any other shares of one or more classes as may be determined by the board of directors or by the shareholders of Liberty Global.
−Removed: Under Liberty Global’s Articles of Association, effective July 1, 2015, holders of Liberty Global Class A ordinary shares are entitled to one vote for each such share held, and holders of Liberty Global Class B ordinary shares are entitled to 10 votes for each such share held, on all matters submitted to a vote of Liberty Global shareholders at any general meeting (annual or special).
−Removed: Holders of Liberty Global Class C ordinary shares are not entitled to any voting powers except as required by law.
−Removed: LIBERTY GLOBAL PLC
+Added: In January 2021, we petitioned the U.S.
+Added: Tax Court with respect to unresolved issues related to our 2010 tax year for which we had already recognized an accrued liability for an uncertain tax position.
+Added: In November 2023, we received an unfavorable decision which we will appeal to the Court of Appeals.
+Added: In December 2023, we made a payment of the disputed tax in the amount of $ 315.0 million, which reduced our accrued liability for uncertain tax benefits on our consolidated balance sheet but has not been reflected in the uncertain tax benefit schedule above as the position is not yet settled.
+Added: We will continue to vigorously defend our position, however, due to the inherent uncertainty involved in the litigation process, there can be no assurance that the Court of Appeals will rule in our favor.
+Added: LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2023, 2022 and 2021
−Removed: At the option of the holder, each Liberty Global Class B ordinary share is convertible into one Liberty Global Class A ordinary share.
−Removed: One Liberty Global Class A ordinary share is reserved for issuance for each Liberty Global Class B ordinary share that is issued ( 12,994,000 shares issued as of December 31, 2022).
−Removed: Additionally, at December 31, 2022, we have reserved the following ordinary shares for the issuance of outstanding share-based incentive awards:
+Added: Capitalization
+Added: At December 31, 2023, our authorized share capital consisted of an aggregate nominal amount of $ 20.0 million, consisting of any of the following:
+Added: (i) common shares (Class A, B or C), each with a nominal value of $ 0.01 per share, (ii) preference shares, with a nominal value to be determined by the board of directors, the issuance of one or more classes or series of which may be authorized by the board of directors, and (iii) any other shares of one or more classes as may be determined by the board of directors or by the shareholders of Liberty Global.
+Added: Under Liberty Global’s Articles of Association, effective July 1, 2015, holders of Liberty Global Class A common shares are entitled to one vote for each such share held, and holders of Liberty Global Class B common shares are entitled to 10 votes for each such share held, on all matters submitted to a vote of Liberty Global shareholders at any general meeting (annual or special).
+Added: Holders of Liberty Global Class C common shares are not entitled to any voting powers except as required by law.
+Added: At the option of the holder, each Liberty Global Class B common share is convertible into one Liberty Global Class A common share.
+Added: One Liberty Global Class A common share is reserved for issuance for each Liberty Global Class B common share that is issued ( 12,988,658 shares issued as of December 31, 2023).
+Added: Additionally, at December 31, 2023, we have reserved the following common shares for the issuance of outstanding share-based incentive awards:
Class A Class C
4 unchanged sentences
3,682,808 7,155,287
−Removed: Subject to any preferential rights of any outstanding class of our preference shares, the holders of our ordinary shares are entitled to dividends as may be declared from time to time by our board of directors from funds available therefore.
−Removed: Except with respect to share distributions, whenever a dividend is paid in cash to the holder of one class of our ordinary shares, we shall also pay to the holders of the other classes of our ordinary shares an equal per share dividend.
+Added: Subject to any preferential rights of any outstanding class of our preference shares, the holders of our common shares are entitled to dividends as may be declared from time to time by our board of directors from funds available therefore.
+Added: Except with respect to share distributions, whenever a dividend is paid in cash to the holder of one class of our common shares, we shall also pay to the holders of the other classes of our common shares an equal per share dividend.
There are currently no contractual restrictions on our ability to pay dividends in cash or shares.
−Removed: In the event of our liquidation, dissolution or winding up, after payment or provision for payment of our debts and liabilities and subject to the prior payment in full of any preferential amounts to which our preference shareholders, if any, may be entitled, the holders of our ordinary shares will be entitled to receive their proportionate interests, expressed in liquidation units, in any assets available for distribution to our ordinary shares.
+Added: In the event of our liquidation, dissolution or winding up, after payment or provision for payment of our debts and liabilities and subject to the prior payment in full of any preferential amounts to which our preference shareholders, if any, may be entitled, the holders of our common shares will be entitled to receive their proportionate interests, expressed in liquidation units, in any assets available for distribution to our common shares.
Share Repurchase Programs
−Removed: incorporated company, we may only elect to repurchase shares or pay dividends to the extent of our “ Distributable Reserves .” Distributable Reserves, which are not linked to a GAAP reported amount, may be created through the earnings of the U.K.
−Removed: parent company and, among other methods, through a reduction in share premium approved by the English Companies Court.
−Removed: Based on the amounts set forth in our 2021 U.K.
−Removed: Companies Act Report dated April 29, 2022, which are our most recent “Relevant Accounts” for purposes of determining our Distributable Reserves under U.K.
−Removed: law, our Distributable Reserves were $ 17.1 billion as of December 31, 2021.
−Removed: This amount does not reflect earnings, share repurchases or other activity that occurred during 2022, each of which impacts the amount of our Distributable Reserves.
−Removed: Our board of directors has approved various share repurchase programs for our Liberty Global ordinary shares.
−Removed: Under our repurchase programs, we may acquire from time to time our Class A ordinary shares, Class C ordinary shares or any combination of Class A and Class C ordinary shares.
+Added: Our board of directors has approved various share repurchase programs for our Liberty Global common shares.
+Added: Under our repurchase programs, we may acquire from time to time our Class A common shares, Class C common shares or any combination of Class A and Class C common shares.
Our repurchase programs may be effected through open market transactions and/or privately negotiated transactions, which may include derivative transactions.
1 unchanged sentence
Our share repurchase programs may be suspended or discontinued at any time.
−Removed: In July 2021, our board of directors approved a share repurchase program pursuant to which we are authorized to repurchase 10 % of our shares during each of 2022 and 2023, based on the total number of our outstanding shares as of the beginning of each respective year.
−Removed: As determined by our total number of outstanding shares as of December 31, 2022, we are authorized to repurchase approximately 45.9 million of our Class A and/or Class C ordinary shares during 2023.
−Removed: Based on the respective closing share prices as of December 30, 2022, this would equate to total share repurchases during 2023 of approximately $ 0.9 billion.
−Removed: However, the actual U.S.
−Removed: dollar amount of our share repurchases during 2023 will be determined by the actual transaction date share prices during the year and could differ significantly from this amount.
−Removed: LIBERTY GLOBAL PLC
+Added: Our original share buyback plan for 2023 authorized the repurchase of 10 % of our outstanding shares as of December 31, 2022, and this was increased to a minimum of 15 % in July 2023.
+Added: We achieved this minimum as of October 30, 2023, and announced a further repurchase target of approximately $ 300.0 million through the end of January 2024.
+Added: At December 31, 2023, $ 101.7 million of this target remained and was fully achieved on January 26, 2024.
+Added: LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
1 unchanged sentence
The following table provides details of our share repurchases during 2023, 2022 and 2021:
−Removed: Class A ordinary shares Class C ordinary shares
+Added: Class A common shares Class C common shares
repurchased Average price
7 unchanged sentences
(a) Includes direct acquisition costs, where applicable.
+Added: Telenet Takeover Bid
+Added: On June 8, 2023, following approval by the Belgian Financial Services and Markets Authority, LGBH launched a voluntary and conditional public takeover bid (the Offer ) for all of the shares of Telenet that we did not already own or that were not held by Telenet (the Telenet Bid Shares ) (the Telenet Takeover Bid ).
+Added: The Offer consisted of per share cash consideration for the tendered Telenet Bid Shares of € 22 per share, which after deducting the € 1 gross dividend paid on May 5, 2023, resulted in an offer price of € 21 per share.
+Added: After the conclusion of both the initial acceptance period and the subsequent mandatory reopening period, LGBH acquired 38,210,285 of the Telenet Bid Shares, including 380,691 shares subject to lock-up provisions, increasing our ownership interest in Telenet’s issued and outstanding shares to 96.26 %.
+Added: On September 22, 2023, we initiated a simplified “squeeze-out” procedure according to applicable Belgium law, pursuant to which LGBH acquired the remaining Telenet Bid Shares that it or Telenet did not already own.
+Added: The simplified squeeze-out procedure concluded on October 13, 2023 and, on that date, any shares of Telenet that were not tendered during the simplified squeeze-out procedure were automatically transferred to LGBH by operation of law and Telenet shares were delisted from Euronext Brussels.
+Added: The Telenet Bid Shares that were acquired as a result of the simplified squeeze-out procedure were settled on October 19, 2023 and, from that date, Telenet is owned 100 % by LGBH.
+Added: The Telenet Takeover Bid was funded through (i) available borrowings under LGBH Facility B and (ii) existing liquidity of Liberty Global.
+Added: As of December 31, 2023, the consideration associated with the Telenet Takeover Bid, including certain fees and expenses, totaled € 904.2 million ($ 993.7 million at the applicable transaction dates).
Subsidiary Distributions
1 unchanged sentence
Our share of these distributions is eliminated in consolidation and the noncontrolling interest owners’ share of these distributions is reflected as a charge against noncontrolling interests in our consolidated statements of equity.
−Removed: In this regard, Telenet paid aggregate dividends to its shareholders during 2022, 2021 and 2020 of € 149.0 million, € 306.2 million and € 292.4 million, respectively.
+Added: In this regard, Telenet, prior to the Telenet Takeover Bid, paid aggregate dividends to its shareholders during 2023, 2022 and 2021 of € 108.6 million, € 149.0 million and € 306.2 million, respectively.
Our share of these dividends was € 66.3 million ($ 73.2 million at the applicable rate), € 91.2 million ($ 96.2 million at the applicable rate) and € 182.4 million ($ 214.0 million at the applicable rate), respectively.
2 unchanged sentences
At December 31, 2023, a significant portion of our net assets represented net assets of our subsidiaries that were subject to such limitations.
−Removed: LIBERTY GLOBAL PLC
+Added: LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
9 unchanged sentences
Other (c) 33.5 30.8 33.6
−Removed: Total Liberty Global
+Added: Total Liberty Global (d)
197.8 171.4 261.8
−Removed: Telenet share-based incentive awards (d) 10.9 35.1 35.5
+Added: Telenet share-based incentive awards (e) 27.7 10.9 35.1
Other 5.5 9.8 11.2
5 unchanged sentences
_______________
−Removed: (a) In April 2021, with respect to 2014 and 2015 grants, and in April 2020, with respect to 2013 grants, the compensation committee of our board of directors approved the extension dates of outstanding SARs and director options from a seven-year term to a ten-year term.
+Added: (a) In April 2023, with respect to 2016 through 2018 grants, and in April 2021, with respect to 2014 and 2015 grants, the compensation committee of our board of directors approved the extension of the expiration dates of outstanding SARs and director options from a seven-year term to a ten-year term (prior to 2019, awards granted under the 2014 Incentive Plans, as defined and described below, expired seven years after the grant date).
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 $ 27.1 million and $ 22.7 million during 2023 and 2021, respectively.
−Removed: (b) Includes share-based compensation expense related to (i) our 2019 Challenge Performance Awards and (ii) in the 2021 and 2020 periods, PSUs and our 2019 CEO Performance Award, each as defined and described below.
−Removed: (c) Represents annual incentive compensation and defined contribution plan liabilities that have been or are expected to be settled with Liberty Global ordinary shares.
+Added: (b) Includes share-based compensation expense related to (i) for 2023, certain Telenet Replacement Awards, as defined and described below, (ii) for 2022 and 2021, our 2019 Challenge Performance Awards and (iii) for 2021, the 2019 PSUs and our 2019 CEO Performance Award, each as defined and described below.
+Added: (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.
−Removed: 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.
−Removed: In addition, the 2022 and 2021 amounts include compensation expense related to the 2022 and 2021 Ventures Incentive Plans, each as defined and described below.
−Removed: (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.
−Removed: These stock option awards had a weighted average exercise price of € 31.43 ($ 33.66 ).
−Removed: As of December 31, 2022, $ 146.2 million of total unrecognized compensation cost related to our Liberty Global share-based incentive awards is expected to be recognized by our company over a weighted-average period of approximately 1.6 years.
−Removed: LIBERTY GLOBAL PLC
+Added: 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.
+Added: In addition, amounts include compensation expense related to the Ventures Incentive Plans as defined and described below.
+Added: (d) In accordance with the terms of the Telenet Takeover Bid, we issued Liberty Global share-based incentive awards ( Telenet Replacement Awards ) to employees and former directors of Telenet in exchange for corresponding Telenet awards.
+Added: 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.
+Added: No incremental share-based compensation expense was recognized from the remeasurement and modification of the Telenet awards.
+Added: 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.
+Added: 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 as further described below.
+Added: For further information regarding the Telenet Takeover Bid, see note 14.
+Added: LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2023, 2022 and 2021
−Removed: The following table summarizes certain information related to the share-based incentive awards granted and exercised with respect to Liberty Global ordinary shares (includes amounts related to awards held by employees of our discontinued operations, unless otherwise noted):
+Added: (e) Represents the share-based compensation expense associated with Telenet’s share-based incentive awards prior to the Telenet Takeover Bid.
+Added: 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, each as defined and described below.
+Added: As of December 31, 2023, $ 165.8 million of total unrecognized compensation cost related to our Liberty Global share-based incentive awards is expected to be recognized by our company over a weighted-average period of approximately 1.9 years.
+Added: The following table summarizes certain information related to the share-based incentive awards granted and exercised with respect to Liberty Global common shares (includes amounts related to awards held by employees of our discontinued operations, unless otherwise noted):
Year ended December 31,
15 unchanged sentences
$ 18.59 $ 25.51 $ 25.69
+Added: $ 16.60 (a) (a)
Total intrinsic value of awards exercised (in millions):
−Removed: Options $ 0.5 $ 1.4 $ 1.2
−Removed: $ 7.0 $ 28.9 (a)
−Removed: $ 0.2 $ 0.1 (a)
+Added: Options (b) $ 0.5 $ 1.4
+Added: $ 4.6 $ 7.0 $ 28.9
+Added: (b) $ 0.2 $ 0.1
Cash received from exercise of options (in millions) $ 1.2 $ 13.0 $ 8.9
2 unchanged sentences
_______________
−Removed: (a) There were no exercises of this award type made during the indicated period.
−Removed: Share Incentive Plans — Liberty Global Ordinary Shares
−Removed: 2014 Incentive Plans
−Removed: As of December 31, 2022, we are authorized to grant incentive awards under the “ Liberty Global 2014 Incentive Plan ” and the “ Liberty Global 2014 Nonemployee Director Incentive Plan ” (collectively, the 2014 Incentive Plans ).
−Removed: Generally, we may grant non-qualified share options, SARs, PSARs, restricted shares, RSUs, cash awards, performance awards or any combination of the foregoing under either of these incentive plans (collectively, “ awards ”).
−Removed: Ordinary shares issuable pursuant to awards made under these incentive plans will be made available from either authorized but unissued shares or shares that have been issued but reacquired by our company.
−Removed: Awards may be granted at or above fair value in any class of ordinary shares.
−Removed: The maximum number of Liberty Global shares with respect to which awards may be issued under the Liberty Global 2014 Incentive Plan and the Liberty Global 2014 Nonemployee Director Incentive Plan is 155 million (of which no more than 50.25 million shares may consist of Class B ordinary shares) and 10.5 million, respectively, in each case, subject to anti-dilution and other adjustment provisions in the respective plan.
−Removed: As of December 31, 2022, the Liberty Global 2014 Incentive Plan and the Liberty Global 2014 Nonemployee Director Incentive Plan had 49,782,418 and 7,336,388 ordinary shares available for grant, respectively.
−Removed: Awards (other than performance-based awards) under the Liberty Global 2014 Incentive Plan generally (i) vest (a) prior to 2020, 12.5 % on the six-month anniversary of the grant date and then at a rate of 6.25 % each quarter thereafter and (b) commencing in 2020, annually over a three-year period, and (ii) expire (1) prior to 2019, seven years after the grant date and (2) commencing in 2019, 10 years after the grant date.
−Removed: Awards (other than RSUs) issued under the Liberty Global 2014 Nonemployee Director Incentive Plan generally vest in three equal annual installments, provided the director continues to serve as director immediately prior to the vesting date, and expire seven years after the grant date.
−Removed: Commencing with awards made in 2019, the term was increased to 10 years.
−Removed: RSUs vest on the date of the first annual general meeting of shareholders following the grant date.
−Removed: These awards may be granted at or above fair value in any class of ordinary shares.
−Removed: LIBERTY GLOBAL PLC
+Added: (a) There were no grants of PSUs made during the indicated period.
+Added: (b) There were no exercises of this award type during the year ended December 31, 2023.
+Added: Share Incentive Plans — Liberty Global Common Shares
+Added: 2023 Incentive Plan
+Added: As of December 31, 2023, we are authorized to grant incentive awards under the “ Liberty Global 2023 Incentive Plan ”, which was approved by our shareholders on June 14, 2023.
+Added: Generally, we may grant options, SARs, RSAs, RSUs, performance awards or cash awards or any combination of the foregoing under this incentive plan (collectively, “ awards ”).
+Added: The maximum number of Liberty Global shares with respect to which awards may be issued under the Liberty Global 2023 Incentive Plan is 43,284,342 which represents the number of common shares available for grant under the previous “ Liberty Global 2014 Incentive Plan ” and the “ Liberty Global 2014 Nonemployee Director Incentive Plan ” (collectively, the 2014 Incentive Plans ) immediately prior to the 2023 Annual General Meeting of Shareholders of Liberty Global plc, plus any common shares subject to outstanding awards under the 2014 Incentive Plans that become available for issuance under the Liberty Global 2023
+Added: LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2023, 2022 and 2021
−Removed: 2022 Ventures Incentive Plan
−Removed: In April 2022, the compensation committee of our board of directors approved the “ 2022 Ventures Incentive Plan ”.
−Removed: The 2022 Ventures Incentive Plan was provided to executive officers and other key employees and is based on the performance of the Liberty Global Ventures Portfolio (the “ Portfolio ”), which is measured by assessing the fair value of the Portfolio over a three-year period that began on December 31, 2021 and ends on December 31, 2024.
−Removed: An initial fair value assessment was performed for the Portfolio as of December 31, 2021 by an independent third-party valuation specialist.
−Removed: Payout will be denominated in cash and will be assessed at the end of the three-year period using eligible participants’ initial contribution between 10 % and 50 % of their 2022 annual target equity value (which contributed amount is in lieu of their normal annual equity grant).
−Removed: The compensation committee has the discretion to settle the final payout amount in (i) cash or (ii) Liberty Global Class A and Class C ordinary shares based on the change in the Portfolio’s value.
−Removed: Subject to forfeitures, 100 % of each participant’s payout will vest on or around March 15, 2025.
+Added: Incentive Plan pursuant to its terms.
+Added: The maximum number of common shares reserved for issuance under the Liberty Global 2023 Incentive Plan is also subject to anti-dilution and other adjustment provisions of the Liberty Global 2023 Incentive Plan.
+Added: Outstanding awards granted under the 2014 Incentive Plans will continue to be governed by the terms of that plan until exercised, expired, paid or otherwise terminated.
+Added: No further awards will be granted under the 2014 Incentive Plans.
+Added: As of December 31, 2023, the Liberty Global 2023 Incentive Plan had 40,245,318 common shares available for grant.
+Added: Awards (other than performance-based awards) under the Liberty Global 2023 Incentive Plan and the Liberty Global 2014 Incentive Plan generally (i) vest annually over a three-year period and (ii) expire 10 years after the grant date.
+Added: Awards (other than RSUs) issued under the Liberty Global 2014 Nonemployee Director Incentive Plan generally vest in three equal annual installments, provided the director continues to serve as director immediately prior to the vesting date, and expire ten years after the grant date.
+Added: RSUs vest on the date of the first annual general meeting of shareholders following the grant date.
+Added: These awards may be granted at or above fair value in any class of common shares.
+Added: In connection with the Telenet Takeover Bid, the compensation committee of our board of directors approved the issuance of Telenet Replacement Awards as part of the Liberty Global 2023 Incentive Plan in exchange for corresponding Telenet awards.
+Added: Prior to the Telenet Takeover Bid, Telenet had several outstanding equity award plans including the 2019 Employee Stock Option Plan ( ESOP 2019 ), the 2020 Employee Stock Option Plan ( ESOP 2020 ), the 2021 Performance Share Plan ( PSP 2021 ), the 2021 CEO Performance Share Plan ( CEO PSP 2021 ) and the 2022 Restricted Share Plan ( RSP 2022 ).
+Added: Liberty Global proposed to rollover any Telenet equity awards into equivalent awards in Liberty Global shares, excluding the ESOP 2019 and ESOP 2020 which were out-of-the-money at the time of the Telenet Takeover Bid.
+Added: Additionally, due to regulatory constraints associated with the Telenet Takeover Bid, Telenet was unable to issue equity awards from the 2020 Performance Share Plan ( PSP 2020 ), the 2022 Performance Share Plan ( PSP 2022 ), the 2023 Performance Share Plan ( PSP 2023 ), the 2022 CEO Performance Share Plan ( CEO PSP 2022 ), the 2023 Restricted Share Plan ( RSP 2023 ), the 2023 CEO Performance Share Plan ( CEO PSP 2023 ) and the 2023 Dividend Share Plan ( Dividend Plan 2023 ).
+Added: Liberty Global has also granted equivalent awards under these Telenet plans.
+Added: The Telenet Replacement Awards were issued as either RSUs or PSUs, depending on the presence of a performance factor.
+Added: Generally, (i) awards issued under the CEO PSP 2021, CEO PSP 2022 and CEO PSP 2023 are subject to certain performance metrics and vest at the end of a three-year period, (ii) awards issued under the Dividend Plan 2023 vest immediately, (iii) awards issued under the RSP 2022 and RSP 2023 vest 40 % after year one and 60 % after year two and are subject to a two-year holding restriction, (iv) awards issued under the PSP 2020 are subject to certain performance metrics, vest immediately and are subject to a two-year holding restriction, (v) awards issued under the PSP 2021 and PSP 2023 are subject to certain performance metrics and vest at the end of a three-year period and (vi) awards issued under the PSP 2022 were issued as RSUs, vest 40 % after year one and 60 % after year two and are subject to a two-year holding restriction.
+Added: Ventures Incentive Plans
+Added: Annually, beginning in April 2021, the compensation committee of our board of directors has approved grants under the “ Ventures Incentive Plans ”.
+Added: The Ventures Incentive Plans are provided to executive officers and other key employees based on the performance of the Liberty Global Ventures Portfolio (the “ Portfolio ”), or a specific portion of the Portfolio in the instance of the “ Tech Ventures Incentive Plan .” A fair value assessment is performed for the Portfolio as of December 31st by an independent third-party valuation specialist and the Portfolio performance is measured by assessing the fair value of the Portfolio over a three-year period beginning on December 31st of the year preceding each annual grant.
+Added: Payout will be denominated in cash and will be assessed at the end of each three-year period using eligible participants’ initial contributions which are between 10 % and 50 % of their annual target equity value ( 10 % and 100 % for the 2021 Ventures Incentive Plan) and the contributed amount is in lieu of their normal annual equity grant.
+Added: The compensation committee has the discretion to settle the final payout amount in (i) cash or (ii) Liberty Global Class A and Class C common shares based on the change in the Portfolio’s value.
+Added: Subject to forfeitures, 100 % of each participant’s payout will vest on or around March of the year subsequent to the conclusion of the three-year performance period.
In order to receive the payout, participants are required to remain employed through the final vesting date.
−Removed: The 2022 Ventures Incentive Plan awards are liability classified due to the fact that the final payout under this plan will be denominated in cash and may be settled in a variable number of shares.
−Removed: At December 31, 2022, the estimated fair value of the final payout under the 2022 Ventures Incentive Plan was $ 9.7 million.
+Added: Awards under the Ventures Incentive Plans are liability classified due to the fact that the final payout under these plans will be denominated in cash and may be settled in a variable number of shares.
+Added: The estimated fair value of the final payouts under our Ventures Incentive Plans as of December 31, 2023 are shown below:
+Added: LIBERTY GLOBAL LTD.
+Added: Notes to Consolidated Financial Statements — (Continued)
+Added: December 31, 2023, 2022 and 2021
+Added: Performance period Vesting date Estimated fair value of final payout
+Added: 2021 Ventures Incentive Plan 12/31/2020 - 12/31/2023 March 31, 2024 $ 15.4
2022 Ventures Incentive Plan
−Removed: In April 2021, the compensation committee of our board of directors approved the “ 2021 Ventures Incentive Plan ”.
−Removed: The 2021 Ventures Incentive Plan was provided to executive officers and other key employees and is based on the performance of the Portfolio, which is measured by assessing the fair value of the Portfolio over a three-year period that began on December 31, 2020 and ends on December 31, 2023.
−Removed: An initial fair value assessment was performed for the Portfolio as of December 31, 2020 by an independent third-party valuation specialist.
−Removed: Payout will be denominated in cash and will be assessed at the end of the three-year period using eligible participants’ initial contribution between 10 % and 100 % of their 2021 annual target equity value (which contributed amount is in lieu of their normal annual equity grant).
−Removed: The compensation committee has the discretion to settle the final payout amount in (i) cash or (ii) Liberty Global Class A and Class C ordinary shares based on the change in the Portfolio’s value.
−Removed: Subject to forfeitures, 100 % of each participant’s payout will vest on March 31, 2024.
−Removed: In order to receive the payout, participants are required to remain employed through the final vesting date.
−Removed: The 2021 Ventures Incentive Plan awards are liability classified due to the fact that the final payout under this plan will be denominated in cash and may be settled in a variable number of shares.
−Removed: At December 31, 2022, the estimated fair value of the final payout under the 2021 Ventures Incentive Plan was $ 16.1 million.
+Added: 12/31/2021 - 12/31/2024 March 15, 2025 9.3
+Added: 2023 Ventures Incentive Plan 12/31/2022 - 12/31/2025 March 15, 2026 12.0
+Added: 2023 Tech Ventures Incentive Plan 12/31/2022 - 12/31/2025 March 15, 2026 0.9
Performance Awards
1 unchanged sentence
2019 CEO Performance Award
−Removed: In April 2019, the compensation committee of our board of directors approved the grant of RSAs and PSUs to our Chief Executive Officer ( CEO ) (the 2019 CEO Performance Award ), comprising 670,000 RSAs and 1,330,000 PSUs, each with respect to Liberty Global Class B ordinary shares.
+Added: In April 2019, the compensation committee of our board of directors approved the grant of RSAs and PSUs to our Chief Executive Officer ( CEO ) (the 2019 CEO Performance Award ), comprising 670,000 RSAs and 1,330,000 PSUs, each with respect to Liberty Global Class B common shares.
The RSAs vested on December 31, 2019, 670,000 PSUs vested on May 15, 2020, and the remaining 660,000 PSUs vested on May 15, 2021.
1 unchanged sentence
2019 Challenge Performance Awards
−Removed: In March 2019, the compensation committee of our board of directors approved a challenge performance award for executive officers and certain employees (the 2019 Challenge Performance Awards ), which consists of a combination of PSARs and PSUs, in each case divided on a 1 :2 ratio based on Liberty Global Class A ordinary shares and Liberty Global Class C ordinary shares.
−Removed: Each PSU represents the right to receive one Liberty Global Class A ordinary share or one Liberty Global Class C ordinary share, as applicable.
+Added: In March 2019, the compensation committee of our board of directors approved a challenge performance award for executive officers and certain employees (the 2019 Challenge Performance Awards ), which consists of a combination of PSARs and PSUs, in each case divided on a 1:2 ratio based on Liberty Global Class A common shares and Liberty Global Class C common shares.
+Added: Each PSU represents the right to receive one Liberty Global Class A common share or one Liberty Global Class C common share, as applicable.
The performance criteria for the 2019 Challenge Performance Awards is based on the participant’s performance and achievement of individual goals during the three-year period ended December 31, 2021.
−Removed: Subject to forfeitures, the satisfaction of performance conditions and certain other terms, 100 % of each participant’s 2019 Challenge
−Removed: LIBERTY GLOBAL PLC
−Removed: Notes to Consolidated Financial Statements — (Continued)
−Removed: December 31, 2022, 2021 and 2020
−Removed: Performance Awards were earned and vested on March 7, 2022.
+Added: Subject to forfeitures, the satisfaction of performance conditions and certain other terms, 100 % of each participant’s 2019 Challenge Performance Awards were earned and vested on March 7, 2022.
The PSARs have a term of ten years and base prices equal to the respective market closing prices of the applicable class on the grant date.
5 unchanged sentences
Participants earned 65 % of their targeted awards under the 2019 PSUs which vested 50 % on each of April 1, 2021 and October 1, 2021.
−Removed: During 2018, the compensation committee of our board of directors approved the grant of PSUs to executive officers and key employees (the 2018 PSUs ) pursuant to a performance plan that was based on the achievement of a specified Adjusted EBITDA CAGR during the two-year period ended December 31, 2019.
−Removed: Participants earned 106.1 % of their targeted awards under the 2018 PSUs, which vested 50 % on each of April 1, 2020 and October 1, 2020.
−Removed: The target Adjusted EBITDA CAGR for the 2018 PSUs was determined on October 26, 2018 and, accordingly, associated compensation expense was recognized prospectively from that date.
−Removed: Share-based Award Activity — Liberty Global Ordinary Shares
+Added: LIBERTY GLOBAL LTD.
+Added: Notes to Consolidated Financial Statements — (Continued)
+Added: December 31, 2023, 2022 and 2021
+Added: Share-based Award Activity — Liberty Global Common Shares
The following tables summarize the share-based award activity during 2023 with respect to awards issued by Liberty Global.
1 unchanged sentence
In addition, with respect to share-based awards held by Liberty Global employees, the number of shares to be issued upon vesting or exercise is reduced by the amount of the employee’s required income tax withholding.
−Removed: Options — Class A ordinary shares Number of awards Weighted
+Added: Options — Class A common shares Number of awards Weighted
exercise price Weighted
6 unchanged sentences
Forfeited ( 45,753 ) 28.89
−Removed: Exercised ( 11,934 ) 19.28
Outstanding at December 31, 2023
2 unchanged sentences
522,207 $ 30.60 2.5 $ —
−Removed: LIBERTY GLOBAL PLC
−Removed: Notes to Consolidated Financial Statements — (Continued)
−Removed: December 31, 2022, 2021 and 2020
−Removed: Options — Class C ordinary shares Number of awards Weighted
+Added: Options — Class C common shares Number of awards Weighted
exercise price Weighted
6 unchanged sentences
Forfeited ( 146,961 ) 27.22
−Removed: Exercised ( 54,320 ) 20.46
Outstanding at December 31, 2023
2 unchanged sentences
2,028,231 $ 25.76 4.0 $ 1.4
−Removed: SARs — Class A ordinary shares
+Added: SARs — Class A common shares
Number of awards Weighted
8 unchanged sentences
Exercised ( 334,868 ) 16.05
−Removed: Impact of the sale of UPC Poland
−Removed: ( 48,440 ) 28.20
Outstanding at December 31, 2023
2 unchanged sentences
15,176,348 $ 27.14 3.9 $ 5.5
−Removed: SARs — Class C ordinary shares
+Added: LIBERTY GLOBAL LTD.
+Added: Notes to Consolidated Financial Statements — (Continued)
+Added: December 31, 2023, 2022 and 2021
+Added: SARs — Class C common shares
Number of awards Weighted
8 unchanged sentences
Exercised ( 710,018 ) 15.12
−Removed: Impact of the sale of UPC Poland
−Removed: ( 91,011 ) 27.60
Outstanding at December 31, 2023
2 unchanged sentences
32,831,063 $ 26.32 4.2 $ 22.1
−Removed: LIBERTY GLOBAL PLC
−Removed: Notes to Consolidated Financial Statements — (Continued)
−Removed: December 31, 2022, 2021 and 2020
−Removed: PSARs — Class A ordinary shares
+Added: PSARs — Class A common shares
Number of awards Weighted
6 unchanged sentences
Forfeited ( 43,451 ) 25.97
−Removed: Exercised ( 591 ) 25.97
−Removed: Impact of the sale of UPC Poland
−Removed: ( 13,460 ) 25.97
Outstanding at December 31, 2023
2 unchanged sentences
3,238,360 $ 25.97 5.2 $ —
−Removed: PSARs — Class C ordinary shares
+Added: PSARs — Class C common shares
Number of awards Weighted
6 unchanged sentences
Forfeited ( 81,960 ) 25.22
−Removed: Exercised ( 153,683 ) 25.22
−Removed: Impact of the sale of UPC Poland
−Removed: ( 26,920 ) 25.22
Outstanding at December 31, 2023
2 unchanged sentences
6,335,073 $ 25.22 5.2 $ —
−Removed: RSUs — Class A ordinary shares
+Added: RSUs — Class A common shares
Number of awards Weighted
5 unchanged sentences
Released from restrictions ( 1,592,848 ) 20.38
−Removed: Impact of the sale of UPC Poland
−Removed: ( 758 ) 22.04
Outstanding at December 31, 2023
2,446,678 $ 20.05 2.2
−Removed: LIBERTY GLOBAL PLC
+Added: LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2023, 2022 and 2021
−Removed: RSUs — Class B ordinary shares
+Added: RSUs — Class B common shares
Number of awards Weighted
1 unchanged sentence
Outstanding at January 1, 2023
−Removed: Granted 71,051 24.46
−Removed: Released from restrictions ( 63,161 ) 24.36
−Removed: Outstanding at December 31, 2022
7,890 $ 25.24
−Removed: RSUs — Class C ordinary shares Number of awards Weighted
+Added: Forfeited ( 7,890 ) 25.24
+Added: Outstanding at December 31, 2023
+Added: RSUs — Class C common shares Number of awards Weighted
per share Weighted
4 unchanged sentences
Released from restrictions ( 3,183,702 ) 20.33
−Removed: Impact of the sale of UPC Poland
−Removed: ( 1,516 ) 23.19
Outstanding at December 31, 2023
5,382,896 $ 20.70 2.3
−Removed: PSUs — Class A ordinary shares
+Added: PSUs — Class A common shares
Number of awards Weighted
1 unchanged sentence
Outstanding at January 1, 2023
−Removed: 933,511 $ 25.97
+Added: Granted 564,660 15.78
Forfeited ( 1,724 ) 15.78
1 unchanged sentence
Outstanding at December 31, 2023
−Removed: PSUs — Class C ordinary shares
+Added: 444,448 $ 15.78 1.6
+Added: PSUs — Class C common shares
Number of awards Weighted
1 unchanged sentence
Outstanding at January 1, 2023
−Removed: 1,867,022 $ 25.22
+Added: Granted 1,042,067 17.05
Forfeited ( 3,183 ) 17.05
1 unchanged sentence
Outstanding at December 31, 2023
−Removed: LIBERTY GLOBAL PLC
+Added: 820,214 $ 17.05 1.6
+Added: LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2023, 2022 and 2021
−Removed: Share-based Award Activity — Liberty Global Ordinary Shares held by former Liberty Global employees
+Added: Share-based Award Activity — Liberty Global Common Shares held by former Liberty Global employees
The following tables summarize the share-based awards held by former employees of Liberty Global subsequent to certain split-off or disposal transactions.
−Removed: Any future exercises of SARs or PSARs, or vesting of RSUs will increase the number of our outstanding ordinary shares.
+Added: Any future exercises of SARs or PSARs, or vesting of RSUs will increase the number of our outstanding common shares.
Number of awards Weighted average exercise or base price Weighted average remaining contractual term Aggregate intrinsic value
9 unchanged sentences
Class C 28,987 $ 23.06 1.6
−Removed: LIBERTY GLOBAL PLC
+Added: LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
3 unchanged sentences
The table below provides summary information on our defined benefit plans:
−Removed: 2022 2021 2020 (a)
−Removed: Fair value of plan assets (b) $ 1,066.1 $ 1,269.9 $ 1,196.8
+Added: 2023 2022 2021
+Added: Fair value of plan assets (a) $ 1,202.6 $ 1,066.1 $ 1,269.9
Projected benefit obligation $ 1,214.2 $ 1,016.0 $ 1,280.5
1 unchanged sentence
_______________
−Removed: (a) Due to the held-for-sale presentation of the U.K.
−Removed: JV Entities at December 31, 2020, amounts exclude the defined benefit pension plans associated with such entities.
−Removed: (b) The fair value of plan assets at December 31, 2022 includes $ 976.6 million and $ 89.5 million of assets that are valued based on Level 1 and Level 2 inputs, respectively, of the fair value hierarchy (as further described in note 9).
+Added: (a) The fair value of plan assets at December 31, 2023 includes $ 969.5 million and $ 233.1 million of assets that are valued based on Level 1 and Level 2 inputs, respectively, of the fair value hierarchy (as further described in note 9).
Our plan assets comprise investments in debt securities, equity securities, hedge funds, insurance contracts and certain other assets.
Our net periodic pension cost was $ 25.6 million, $ 1.8 million and $ 10.9 million during 2023, 2022 and 2021, respectively, including $ 38.6 million, $ 39.6 million and $ 57.4 million, respectively, representing the service cost component.
−Removed: These amounts exclude aggregate curtailment gains of $ 4.0 million, $ 7.5 million and nil , respectively, which are included in impairment, restructuring and other operating items, net, in our consolidated statements of operations.
+Added: These amounts exclude aggregate curtailment gains of nil , $ 4.0 million and $ 7.5 million, respectively, which are included in impairment, restructuring and other operating items, net, in our consolidated statements of operations.
During 2023, our subsidiaries’ contributions to their respective defined benefit plans aggregated $ 49.2 million.
9 unchanged sentences
Balance at December 31, 2021 3,880.0 12.2 3,892.2 ( 1.0 ) 3,891.2
−Removed: Other comprehensive earnings 70.7 128.4 199.1 1.2 200.3
−Removed: Balance at December 31, 2021 3,880.0 12.2 3,892.2 ( 1.0 ) 3,891.2
Other comprehensive loss ( 3,259.2 ) ( 119.6 ) ( 3,378.8 ) 2.2 ( 3,376.6 )
Balance at December 31, 2022 620.8 ( 107.4 ) 513.4 1.2 514.6
−Removed: LIBERTY GLOBAL PLC
+Added: Other comprehensive earnings 1,778.4 ( 121.5 ) 1,656.9 ( 0.8 ) 1,656.1
+Added: Balance at December 31, 2023 $ 2,399.2 $ ( 228.9 ) $ 2,170.3 $ 0.4 $ 2,170.7
+Added: LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
1 unchanged sentence
The components of other comprehensive earnings (loss), net of taxes, are reflected in our consolidated statements of comprehensive earnings (loss).
−Removed: The following table summarizes the tax effects related to each component of other comprehensive earnings, net of amounts reclassified to our consolidated statements of operations:
+Added: The following table summarizes the tax effects related to each component of other comprehensive earnings (loss), net of amounts reclassified to our consolidated statements of operations:
amount Tax benefit
3 unchanged sentences
Pension-related adjustments and other ( 138.2 ) 15.9 ( 122.3 )
+Added: Other comprehensive earnings 1,642.1 14.0 1,656.1
+Added: Other comprehensive loss attributable to noncontrolling interests (a) 0.9 ( 0.1 ) 0.8
+Added: Other comprehensive earnings attributable to Liberty Global shareholders
+Added: $ 1,643.0 $ 13.9 $ 1,656.9
+Added: Year ended December 31, 2022:
+Added: Foreign currency translation adjustments $ ( 3,216.1 ) $ 1.3 $ ( 3,214.8 )
+Added: Pension-related adjustments and other ( 113.3 ) ( 4.1 ) ( 117.4 )
Other comprehensive loss from continuing operations ( 3,329.4 ) ( 2.8 ) ( 3,332.2 )
−Removed: Other comprehensive loss from discontinued operations (a) ( 44.4 ) — ( 44.4 )
+Added: Other comprehensive loss from discontinued operations (b) ( 44.4 ) — ( 44.4 )
Other comprehensive loss ( 3,373.8 ) ( 2.8 ) ( 3,376.6 )
−Removed: Other comprehensive earnings attributable to noncontrolling interests (b) ( 2.9 ) 0.7 ( 2.2 )
+Added: Other comprehensive earnings attributable to noncontrolling interests (a) ( 2.9 ) 0.7 ( 2.2 )
Other comprehensive loss attributable to Liberty Global shareholders
1 unchanged sentence
Year ended December 31, 2021:
−Removed: Foreign currency translation adjustments (a) $ 129.4 $ 1.2 $ 130.6
+Added: Foreign currency translation adjustments (b) $ 129.4 $ 1.2 $ 130.6
Pension-related adjustments and other 139.9 ( 10.3 ) 129.6
2 unchanged sentences
Other comprehensive earnings 209.4 ( 9.1 ) 200.3
−Removed: Other comprehensive earnings attributable to noncontrolling interests (b) ( 1.6 ) 0.4 ( 1.2 )
−Removed: Other comprehensive earnings attributable to Liberty Global shareholders
−Removed: $ 207.8 $ ( 8.7 ) $ 199.1
−Removed: Year ended December 31, 2020:
−Removed: Foreign currency translation adjustments $ 2,586.4 $ ( 0.2 ) $ 2,586.2
−Removed: Pension-related adjustments and other ( 22.5 ) 3.8 ( 18.7 )
−Removed: Other comprehensive earnings from continuing operations 2,563.9 3.6 2,567.5
−Removed: Other comprehensive earnings from discontinued operations 13.5 — 13.5
−Removed: Other comprehensive earnings 2,577.4 3.6 2,581.0
−Removed: Other comprehensive earnings attributable to noncontrolling interests (b) ( 0.9 ) 0.3 ( 0.6 )
+Added: Other comprehensive earnings attributable to noncontrolling interests (a) ( 1.6 ) 0.4 ( 1.2 )
Other comprehensive earnings attributable to Liberty Global shareholders
1 unchanged sentence
_______________
−Removed: (a) For additional information regarding the reclassification of foreign currency translation adjustments included in net earnings (loss), see note 6.
−Removed: (b) Amounts represent the noncontrolling interest owners’ share of our pension-related adjustments.
−Removed: LIBERTY GLOBAL PLC
+Added: (a) Amounts represent the noncontrolling interest owners’ share of our pension-related adjustments.
+Added: (b) For additional information regarding the reclassification of foreign currency translation adjustments included in net earnings, see note 6.
+Added: LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
1 unchanged sentence
(18) Commitments and Contingencies
−Removed: In the normal course of business, we enter into agreements that commit our company to make cash payments in future periods with respect to network and connectivity commitments, purchases of CPE and other equipment and services, programming contracts and other items.
+Added: In the normal course of business, we enter into agreements that commit our company to make cash payments in future periods with respect to purchases of CPE and other equipment and services, network and connectivity commitments, programming contracts and other items.
The following table sets forth the U.S.
3 unchanged sentences
2024 2025 2026 2027 2028 Thereafter Total
+Added: Purchase commitments $ 735.6 $ 458.5 $ 397.0 $ 376.5 $ 372.0 $ — $ 2,339.6
Network and connectivity
commitments 170.4 100.7 49.8 45.6 43.2 237.3 647.0
−Removed: Purchase commitments 569.2 120.3 48.2 14.2 1.1 0.2 753.2
Programming commitments 224.9 142.1 63.5 33.7 — — 464.2
1 unchanged sentence
$ 1,337.4 $ 869.5 $ 640.1 $ 486.6 $ 444.0 $ 336.5 $ 4,114.1
−Removed: Network and connectivity commitments include (i) Telenet’s commitments for certain operating costs associated with its leased network and (ii) certain network capacity arrangements in Switzerland.
−Removed: Telenet’s commitments for certain operating costs are subject to adjustment based on changes in the network operating costs incurred by Telenet with respect to its own networks.
−Removed: These potential adjustments are not subject to reasonable estimation and, therefore, are not included in the above table.
−Removed: Purchase commitments include unconditional and legally binding obligations related to (i) certain service-related commitments, including information technology, maintenance and call center services and (ii) the purchase of CPE, network and other equipment.
+Added: Purchase commitments include unconditional and legally binding obligations related to (i) certain service-related commitments, including software development, information technology, maintenance and call center services and (ii) the purchase of network and other equipment and CPE.
+Added: Network and connectivity commitments include (i) certain network capacity arrangements at Sunrise and (ii) certain equipment and service-related commitments at Telenet.
+Added: As a result of the Telenet Wyre Transaction, as described in note 5, Telenet’s commitments associated with its leased network terminated.
Programming commitments consist of obligations associated with certain of our programming, studio output and sports rights contracts that are enforceable and legally binding on us as we have agreed to pay minimum fees without regard to (i) the actual number of subscribers to the programming services, (ii) whether we terminate service to a portion of our subscribers or dispose of a portion of our distribution systems or (iii) whether we discontinue our premium sports services.
5 unchanged sentences
JV Transaction) during 2023, 2022 and 2021, respectively.
−Removed: Other commitments include (i) our share of the funding commitment associated with a newly-formed infrastructure joint venture in the U.K.
−Removed: (the nexfibre JV ) and (ii) various sports sponsorships.
+Added: Other commitments include (i) our share of the funding commitment associated with the nexfibre JV and (ii) various sports sponsorships.
In addition to the commitments set forth in the table above, we have significant commitments under (i) derivative instruments and (ii) defined benefit plans and similar agreements, pursuant to which we expect to make payments in future periods.
−Removed: For information regarding our derivative instruments, including the net cash paid or received in connection with these instruments during 2022, 2021 and 2020, see note 8.
+Added: For information regarding our derivative instruments, including the net cash paid or received in connection with these instruments, see note 8.
For information regarding our defined benefit plans, see note 16.
−Removed: We also have commitments pursuant to agreements with, and obligations imposed by, franchise authorities and municipalities, which may include obligations in certain markets to move aerial cable to underground ducts or to upgrade,
−Removed: LIBERTY GLOBAL PLC
+Added: We also have commitments pursuant to agreements with, and obligations imposed by, franchise authorities and municipalities, which may include obligations in certain markets to move aerial cable to underground ducts or to upgrade, rebuild or extend portions of our broadband communication systems.
+Added: Such amounts are not included in the above table because they are not fixed or determinable.
+Added: LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2023, 2022 and 2021
−Removed: rebuild or extend portions of our broadband communication systems.
−Removed: Such amounts are not included in the above table because they are not fixed or determinable.
We have established various defined contribution benefit plans for our and our subsidiaries’ employees.
Our aggregate expense for matching contributions under the various defined contribution employee benefit plans was $ 24.9 million, $ 22.2 million and $ 30.1 million (including amounts related to the U.K.
−Removed: JV Entities through the closing of the U.K.
+Added: JV Entities through the June 1, 2021 closing of the U.K.
JV Transaction) during 2023, 2022 and 2021, respectively.
32 unchanged sentences
The resolution of this matter may take several years and no assurance can be given that Unitymedia’s claims will be successful.
−Removed: LIBERTY GLOBAL PLC
+Added: In connection with our sale of our former operations in Germany, Romania, Hungary and the Czech Republic to Vodafone (the Vodafone Disposal Group ) in 2019, we will only share in 50 % of any amounts recovered, plus 50 % of the net present value of certain cost savings in future periods that are attributable to the favorable resolution of this matter, less 50 % of associated legal
+Added: LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2023, 2022 and 2021
−Removed: connection with our sale of our former operations in Germany, Romania, Hungary and the Czech Republic to Vodafone (the Vodafone Disposal Group ) in 2019, we will only share in 50 % of any amounts recovered, plus 50 % of the net present value of certain cost savings in future periods that are attributable to the favorable resolution of this matter, less 50 % of associated legal or other third-party fees paid post-completion of the sale of the Vodafone Disposal Group.
+Added: or other third-party fees paid post-completion of the sale of the Vodafone Disposal Group.
Any amount we may recover related to this matter will not be reflected in our consolidated financial statements until such time as the final disposition of this matter has been reached.
−Removed: Belgium Regulatory Developments.
−Removed: In June 2018, the Belgisch Instituut voor Post en Telecommunicatie and the regional regulators for the media sectors (together, the Belgium Regulatory Authorities ) adopted a new decision finding that Telenet has significant market power in the wholesale broadband market (the 2018 Decision ).
−Removed: The 2018 Decision imposes on Telenet the obligations to (i) provide third-party operators with access to the digital television platform (including basic digital video and analog video) and (ii) make available to third-party operators a bitstream offer of broadband internet access (including fixed-line telephony as an option).
−Removed: On May 26, 2020, the Belgium Regulatory Authorities adopted a final decision regarding the “reasonable access tariffs” (the 2020 Decision ) that became effective on July 1, 2020.
−Removed: Telenet appealed the 2018 Decision, which was rejected by the Brussels Court of Appeal on September 4, 2019.
−Removed: The 2020 Decision aims to, and in its application may, strengthen Telenet’s competitors by granting them resale access to Telenet’s network to offer competing products and services notwithstanding Telenet’s substantial historical financial outlays in developing the infrastructure.
−Removed: In addition, any resale access granted to competitors could (i) limit the bandwidth available to Telenet to provide new or expanded products and services to the customers served by its network and (ii) adversely impact Telenet’s ability to maintain or increase its revenue and cash flows.
−Removed: The extent of any such adverse impacts ultimately will be dependent on the extent that competitors take advantage of the resale access afforded to Telenet’s network, the rates that Telenet receives for such access and other competitive factors or market developments.
−Removed: UPC Austria Matter .
−Removed: On July 31, 2018, we completed the sale of our Austrian operations, “ UPC Austria ,” to Deutsche Telekom AG ( Deutsche Telekom ).
−Removed: In October 2019, we received notification under the terms of the relevant acquisition agreements from Deutsche Telekom and its subsidiary, T-Mobile Austria Holding GmbH, (together, the UPC Austria Sale Counterparties ), asserting claims that totaled € 126.3 million ($ 135.3 million), plus interest, as of June 30, 2022.
−Removed: In July 2022, we agreed with the UPC Austria Sale Counterparties to resolve the matter, the terms of which were not material to us and were accrued in our consolidated financial statements during the second quarter of 2022.
Swisscom MVNO Matter.
−Removed: On December 8, 2017, one of our subsidiaries, UPC Schweiz GmbH, entered into an MVNO agreement with Swisscom (Schweiz) AG ( Swisscom ), as subsequently amended (the Swisscom MVNO ), for the provision of mobile network services to certain of Sunrise’s end customers.
−Removed: Swisscom has claimed that UPC Schweiz GmbH is in breach of the Swisscom MVNO, and in May 2022, Swisscom initiated a debt collection proceeding against Sunrise, claiming approximately CHF 90 million ($ 98 million) in damages.
−Removed: Swisscom then filed a formal lawsuit against Sunrise on January 11, 2023, in relation to this matter.
−Removed: We believe the assertions in this claim are unsupported by the terms of the Swisscom MVNO.
−Removed: As such, no amounts have been accrued by us with respect to this matter, as the likelihood of loss is not considered to be probable at this stage.
−Removed: We intend to vigorously defend this matter.
+Added: On December 8, 2017, one of our subsidiaries, Sunrise GmbH, formerly known as UPC Schweiz GmbH, entered into a mobile virtual network operator ( MVNO ) agreement with Swisscom (Schweiz) AG ( Swisscom ), as subsequently amended (the Swisscom MVNO ), for the provision of mobile network services to certain of Sunrise GmbH’s end customers.
+Added: In January 2023, Swisscom filed a formal lawsuit against Sunrise GmbH, asserting that it is in breach of the Swisscom MVNO and claiming approximately CHF 90 million ($ 107 million) in damages.
+Added: No amounts have been accrued by us with respect to this matter, as the likelihood of loss is not considered to be probable at this stage.
+Added: We believe the assertions in this claim are unsupported and/or exaggerated and intend to vigorously defend this matter.
Other Contingency Matters.
−Removed: In connection with the dispositions of certain of our operations, we provided tax indemnities to the counterparties for certain tax liabilities that could arise from the period we owned the respective operations, subject to certain thresholds.
−Removed: While we have not received notification from the counterparties for indemnification, it is reasonably possible that we could, and the amounts involved could be significant.
−Removed: No amounts have been accrued by our company as the likelihood of any loss is not considered to be probable.
+Added: In connection with the dispositions of certain of our operations, we provided tax indemnities to the counterparties for certain tax liabilities that could arise from the period we owned the respective operations, the amounts of which could be significant, subject to certain thresholds.
+Added: No amounts have been accrued by our company related to unasserted claims for indemnification, as the likelihood of any loss is not considered to be probable.
Further, Liberty Global may be entitled to certain amounts that our disposed operations may recover from taxing authorities.
1 unchanged sentence
Other Regulatory Matters.
−Removed: Video distribution, broadband internet, fixed-line telephony, mobile and content businesses are regulated in each of the countries in which we or our affiliates operate.
+Added: Broadband internet, video distribution, fixed-line telephony, mobile and content businesses are regulated in each of the countries in which we or our affiliates operate.
The scope of regulation varies from country to country, although in some significant respects regulation in European markets is harmonized under the regulatory structure of the European Union ( E.U.
1 unchanged sentence
Regulation, including conditions imposed on us by competition or other authorities as a requirement to close acquisitions or dispositions, could limit growth, revenue and the number and types of services offered and could lead to increased operating costs and property and equipment additions.
−Removed: Regulation may also restrict our operations and subject them to further competitive pressure,
−Removed: LIBERTY GLOBAL PLC
−Removed: Notes to Consolidated Financial Statements — (Continued)
−Removed: December 31, 2022, 2021 and 2020
−Removed: including pricing restrictions, interconnect and other access obligations and restrictions or controls on content, including content provided by third parties.
+Added: Regulation may also restrict our operations and subject them to further competitive pressure, including pricing restrictions, interconnect and other access obligations and restrictions or controls on content, including content provided by third parties.
Failure to comply with current or future regulation could expose our businesses to various penalties.
2 unchanged sentences
Due, in general, to the complexity of the issues involved and, in certain cases, the lack of a clear basis for predicting outcomes, we cannot provide a meaningful range of potential losses or cash outflows that might result from any unfavorable outcomes.
+Added: LIBERTY GLOBAL LTD.
+Added: Notes to Consolidated Financial Statements — (Continued)
+Added: December 31, 2023, 2022 and 2021
(19) Segment Reporting
10 unchanged sentences
Consolidated:
−Removed: • Switzerland
Nonconsolidated:
4 unchanged sentences
Prior to the completion of the U.K.
−Removed: JV Transaction, we presented the U.K.
−Removed: JV Entities, together with our operations in Ireland, as a single reportable segment, “U.K./Ireland” .
+Added: JV Transaction, we presented Virgin Media U.K., together with VM Ireland, as a single reportable segment, “U.K./Ireland” .
In connection with the completion of the U.K.
−Removed: JV Transaction, we have restated
−Removed: LIBERTY GLOBAL PLC
−Removed: Notes to Consolidated Financial Statements — (Continued)
−Removed: December 31, 2022, 2021 and 2020
−Removed: our segment presentation for all periods to separately present (i) the U.K.
−Removed: JV Entities and (ii) Ireland.
+Added: JV Transaction, we restated our segment presentation for all periods to separately present (i) Virgin Media U.K.
+Added: and (ii) VM Ireland.
In addition, certain other less significant entities previously included in the U.K./Ireland segment are now included within Central and Other (as defined below).
Following the closing of the U.K.
−Removed: JV Transaction, we have identified the VMO2 JV as a nonconsolidated reportable segment.
+Added: JV Transaction, we identified the VMO2 JV as a nonconsolidated reportable segment.
For additional information regarding the U.K.
1 unchanged sentence
All of our reportable segments derive their revenue primarily from residential and B2B communications services, including broadband internet, video, fixed-line telephony and mobile services.
−Removed: Our “ Central and Other ” category primarily includes (i) our operations in Slovakia, (ii) services provided to the VMO2 JV, the VodafoneZiggo JV and various third parties related to transitional service agreements, (iii) sales of CPE to the VodafoneZiggo JV and (iv) certain centralized functions, including billing systems, network operations, technology, marketing, facilities, finance and other administrative functions.
+Added: Our “ Central and Other ” category primarily includes (i) services provided to the VMO2 JV, the VodafoneZiggo JV and various third parties related to transitional service agreements, (ii) sales of CPE to the VodafoneZiggo JV, (iii) certain centralized functions, including billing systems, network operations, technology, marketing, facilities, finance and other administrative functions and (iv) our operations in Slovakia.
+Added: LIBERTY GLOBAL LTD.
+Added: Notes to Consolidated Financial Statements — (Continued)
+Added: December 31, 2023, 2022 and 2021
We present only the reportable segments of our continuing operations in the tables below.
+Added: During the first quarter of 2023, we changed the terms related to, and approach to how we reflect the allocation of, charges for certain products and services that our centrally-managed technology and innovation function (our T&I Function ) provide to our consolidated reportable segments (the Tech Framework ).
+Added: These products and services include CPE hardware and related essential software, maintenance, hosting and other services.
+Added: As a result of these changes, our consolidated reportable segments now capitalize the combined cost of the CPE hardware and essential software as property and equipment additions.
+Added: The other services, including maintenance and hosting, continue to be reported as operating costs in the period incurred (included in our Adjusted EBITDA).
+Added: The corresponding amounts charged by our T&I Function are reflected as revenue when earned.
+Added: The new Tech Framework resulted in a change to the way in which our chief operating decision maker evaluates the revenue, Adjusted EBITDA and property and equipment additions of our consolidated reportable segments.
+Added: Segment information has been revised, as applicable, to reflect these changes.
+Added: The following table provides a summary of the impact on the revenue, Adjusted EBITDA and property and equipment additions of our consolidated reportable segments and Central and Other.
+Added: Year ended December 31,
+Added: 2023 2022 2021
+Added: Increase (decrease) to revenue (a):
+Added: Central and Other
+Added: $ 243.9 $ 237.5 $ 266.7
+Added: Intersegment eliminations ( 243.9 ) ( 237.5 ) ( 266.7 )
+Added: Total $ — $ — $ —
+Added: Increase (decrease) to Adjusted EBITDA (b):
+Added: $ ( 65.0 ) $ ( 40.0 ) $ ( 44.3 )
+Added: ( 8.8 ) ( 8.5 ) ( 9.6 )
+Added: ( 23.9 ) ( 13.9 ) ( 16.0 )
+Added: Central and Other
+Added: 158.5 121.7 136.4
+Added: Intersegment eliminations ( 60.8 ) ( 59.3 ) ( 66.5 )
+Added: Total $ — $ — $ —
+Added: Increase (decrease) to property and equipment additions (c):
+Added: $ 22.8 $ 22.2 $ 24.9
+Added: 27.7 27.0 30.3
+Added: 10.3 10.1 11.3
+Added: Central and Other
+Added: Intersegment eliminations ( 60.8 ) ( 59.3 ) ( 66.5 )
+Added: Total $ — $ — $ —
+Added: _______________
+Added: (a) Amounts reflect the revenue recognized within our T&I Function, as well as any applicable markup, related to the Tech Framework.
+Added: (b) Amounts reflect the charge to each respective consolidated reportable segment related to the service and maintenance component of the Tech Framework and, additionally for Central and Other, the Adjusted EBITDA impact of the value attributed to centrally-held internally developed technology that is embedded within our various CPE, as well as any applicable markup.
+Added: (c) Amounts reflect the charge to each respective consolidated reportable segment related to the value attributed to centrally-held internally developed technology that is embedded within our various CPE, as well as any applicable markup.
+Added: LIBERTY GLOBAL LTD.
+Added: Notes to Consolidated Financial Statements — (Continued)
+Added: December 31, 2023, 2022 and 2021
+Added: During the second quarter of 2023, we determined to market and sell certain of our internally-developed software to third parties.
+Added: As a result of these strategic and operational changes, from May 2023, proceeds from the licensing and related sale of products from this internally-developed software (including proceeds generated from our arrangements with the VMO2 JV and the VodafoneZiggo JV) have been applied against the net book value of our existing internally-developed capitalized software until that balance is reduced to zero, after which time we will resume recognizing revenue for such licensing and related sale of products.
+Added: Further, we now expense the costs of development of such software due to the fact that it is now externally marketed to third parties.
+Added: During the year ended December 31, 2023, revenue within our Central and Other category was reduced by $ 127.7 million as a result of this change and the associated accounting treatment, including $ 69.3 million and $ 41.0 million from the VMO2 JV and the VodafoneZiggo JV, respectively.
+Added: As of December 31, 2023, the net book value of our existing internally-developed software was reduced to zero.
Performance Measures of Our Reportable Segments
The amounts presented below represent 100% of each of our reportable segment’s revenue and Adjusted EBITDA.
−Removed: As we have the ability to control Telenet, we consolidate 100 % of Telenet’s revenue and expenses in our consolidated statements of operations despite the fact that third parties own a significant interest.
−Removed: 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.
−Removed: 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.
+Added: 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.
+Added: 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.
Our share of the operating results of the VMO2 JV and the VodafoneZiggo JV is included in share of results of affiliates, net, in our consolidated statements of operations.
Year ended December 31,
−Removed: 2022 2021 2020
+Added: 2023 2022 (a) 2021 (a)
Revenue Adjusted EBITDA Revenue Adjusted EBITDA Revenue Adjusted EBITDA
$ 3,380.4 $ 1,148.5 $ 3,180.9 $ 1,097.8 $ 3,321.9 $ 1,164.4
−Removed: Belgium 2,807.3 1,308.1 3,065.9 1,481.8 2,940.9 1,413.4
3,089.2 1,315.2 2,807.3 1,299.6 3,065.9 1,472.2
−Removed: Ireland 494.7 197.5 550.0 218.6 513.7 202.0
+Added: VM Ireland 506.1 181.4 494.7 183.6 550.0 202.6
+Added: Virgin Media U.K.
+Added: — — — — 2,736.4 1,085.3
Central and Other
775.7 ( 214.7 ) 959.9 74.7 915.4 103.3
−Removed: Intersegment eliminations (b) ( 9.6 ) ( 1.0 ) ( 11.6 ) 1.8 ( 21.8 ) 2.2
+Added: Intersegment eliminations (c) ( 260.0 ) ( 60.8 ) ( 247.1 ) ( 60.3 ) ( 278.3 ) ( 64.7 )
Total $ 7,491.4 $ 2,369.6 $ 7,195.7 $ 2,595.4 $ 10,311.3 $ 3,963.1
3 unchanged sentences
_______________
−Removed: (a) Amounts represent the revenue and Adjusted EBITDA of the U.K.
+Added: (a) Amounts have been revised, as applicable, to reflect the retrospective impact of the Tech Framework, as described above.
+Added: (b) Amounts represent the revenue and Adjusted EBITDA of the U.K.
JV Entities through the June 1, 2021 closing of the U.K.
JV Transaction.
−Removed: (b) Amounts relate to transactions between our continuing and discontinued operations.
−Removed: (c) The 2021 amount represents the revenue and Adjusted EBITDA of the VMO2 JV for the period beginning June 1, 2021.
−Removed: LIBERTY GLOBAL PLC
+Added: (c) Amounts primarily relate to (i) the revenue recognized within our T&I Function related to the Tech Framework, (ii) the Adjusted EBITDA impact to Central and Other of the value attributed to centrally-held internally developed technology that is embedded within our various CPE, as well as any applicable markup, and (iii) for 2022 and 2021, transactions between our continuing and discontinued operations.
+Added: (d) The 2021 amounts represent the revenue and Adjusted EBITDA of the VMO2 JV for the period beginning June 1, 2021.
+Added: LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
4 unchanged sentences
Earnings (loss) from continuing operations $ ( 3,873.8 ) $ 1,105.3 $ 13,527.5
−Removed: Income tax expense (benefit) 318.9 473.3 ( 275.9 )
+Added: Income tax expense 149.6 318.9 473.3
Other income, net ( 225.5 ) ( 134.4 ) ( 44.9 )
4 unchanged sentences
Gain on Telenet Tower Sale
−Removed: Share of results of affiliates, net
— ( 700.5 ) —
+Added: Gain associated with the Telenet Wyre Transaction
+Added: ( 377.8 ) — —
+Added: Share of results of affiliates, net 2,019.3 1,267.8 175.4
Losses (gains) on debt extinguishment, net 1.4 ( 2.8 ) 90.6
3 unchanged sentences
Interest expense 907.9 589.3 882.1
−Removed: Operating income 146.8 1,320.3 2,030.9
+Added: Operating income (loss) ( 244.5 ) 146.8 1,320.3
Impairment, restructuring and other operating items, net 67.9 85.1 ( 19.0 )
7 unchanged sentences
December 31, December 31,
+Added: 2023 2022 (a) 2023 2022 (a)
$ 11,604.0 $ 10,950.4 $ 13,992.2 $ 13,133.0
7,137.1 5,779.0 9,801.5 8,917.5
−Removed: Belgium 5,736.5 5,652.3 8,875.0 6,885.7
−Removed: Ireland 799.1 775.3 1,070.8 894.8
+Added: 932.0 813.2 1,183.6 1,084.9
Central and Other
339.6 717.4 17,229.5 19,853.6
+Added: Intersegment eliminations ( 118.9 ) ( 94.0 ) ( 118.9 ) ( 94.0 )
Total $ 19,893.8 $ 18,166.0 $ 42,087.9 $ 42,895.0
2 unchanged sentences
$ 17,725.3 $ 17,845.3 $ 19,714.1 $ 20,211.9
−Removed: LIBERTY GLOBAL PLC
+Added: _______________
+Added: (a) Amounts have been revised, as applicable, to reflect the retrospective impact of the Tech Framework, as described above.
+Added: LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
4 unchanged sentences
Year ended December 31,
−Removed: 2022 2021 2020
+Added: 2023 2022 (a) 2021 (a)
$ 586.4 $ 597.9 $ 634.8
−Removed: Belgium 616.0 573.5 513.6
746.6 643.0 603.8
−Removed: Ireland 137.3 94.4 85.6
−Removed: Central and Other (b)
+Added: VM Ireland 176.7 147.4 105.7
+Added: Virgin Media U.K.
+Added: Central and Other (c)
129.1 259.9 334.3
+Added: Intersegment eliminations (d) ( 60.8 ) ( 59.3 ) ( 66.5 )
Total property and equipment additions 1,578.0 1,588.9 2,169.5
8 unchanged sentences
_______________
−Removed: (a) Amounts represent the property and equipment additions of the U.K.
+Added: (a) Amounts have been revised, as applicable, to reflect the retrospective impact of the Tech Framework, as described above.
+Added: (b) Amount represents the property and equipment additions of the U.K.
JV Entities through the June 1, 2021 closing of the U.K.
JV Transaction.
−Removed: (b) Includes (i) property and equipment additions representing centrally-owned assets that benefit our operating segments, (ii) the net impact of certain centrally-procured network equipment that is ultimately transferred to our operating segments and (iii) property and equipment additions of our operations in Slovakia.
−Removed: (c) The 2021 amount represents the property and equipment additions of the VMO2 JV for the period beginning June 1, 2021.
−Removed: LIBERTY GLOBAL PLC
+Added: (c) Includes (i) property and equipment additions representing centrally-owned assets that benefit our operating segments, including development costs related to our internally-developed software prior to our decision to externally market such software, (ii) the net impact of certain centrally-procured network equipment that is ultimately transferred to our operating segments and (iii) property and equipment additions of our operations in Slovakia.
+Added: (d) Amounts reflect the charge under the Tech Framework to each respective consolidated reportable segment related to the value attributed to centrally-held internally developed technology that is embedded within our various CPE, as well as any applicable markup.
+Added: (e) The 2021 amount represents the property and equipment additions of the VMO2 JV for the period beginning June 1, 2021.
+Added: LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
35 unchanged sentences
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.
−Removed: LIBERTY GLOBAL PLC
+Added: LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2023, 2022 and 2021
−Removed: (e) Other revenue includes, among other items, (i) revenue earned from the U.K.
−Removed: 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.
+Added: (e) Other revenue includes, among other items, (i) broadcasting revenue at Telenet, VM Ireland and Sunrise, (ii) revenue earned from the U.K.
+Added: 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.
Geographic Segments
2 unchanged sentences
2023 2022 2021
−Removed: $ 3,180.9 $ 3,321.9 $ 1,573.8
+Added: Switzerland $ 3,380.4 $ 3,180.9 $ 3,321.9
Belgium 2,948.2 2,807.3 3,065.9
−Removed: — 2,736.4 6,076.9
Ireland 506.1 494.7 550.0
+Added: (a) — — 2,736.4
Slovakia 51.8 49.9 52.3
3 unchanged sentences
$ 13,574.1 $ 12,857.2 $ 8,522.9
−Removed: VodafoneZiggo JV (the Netherlands)
+Added: VodafoneZiggo JV (Netherlands)
$ 4,450.5 $ 4,284.6 $ 4,824.2
_______________
−Removed: (a) Amounts represent the revenue of the U.K.
+Added: (a) Amount represents the revenue of the U.K.
JV Entities through the June 1, 2021 closing of the U.K.
JV Transaction.
−Removed: (b) Primarily relates to revenue associated with our Central functions, most of which is located in the Netherlands and the U.K.
+Added: (b) Revenue from our other geographic segments relates to (i) our Central functions, most of which are located in the Netherlands and the U.K., and (ii) certain other operations at Telenet, primarily in the U.S.
+Added: and Luxembourg.
(c) The 2021 amount represents the revenue of the VMO2 JV for the period beginning June 1, 2021.
The long-lived assets of our geographic segments are set forth below:
−Removed: $ 10,913.0 $ 11,533.8
+Added: 2023 2022 (a)
+Added: Switzerland $ 11,604.0 $ 10,950.4
Belgium 7,087.6 5,779.0
1 unchanged sentence
Slovakia 118.2 116.5
−Removed: Other (a) 600.9 765.6
+Added: Other (b) 270.9 600.9
+Added: Intersegment eliminations ( 118.9 ) $ ( 94.0 )
Total $ 19,893.8 $ 18,166.0
1 unchanged sentence
$ 39,073.2 $ 41,087.5
−Removed: VodafoneZiggo JV (the Netherlands)
+Added: VodafoneZiggo JV (Netherlands)
$ 17,725.3 $ 17,845.3
_______________
−Removed: (a) Primarily relates to certain long-lived assets associated with our Central functions located in the Netherlands, the U.K.
−Removed: LIBERTY GLOBAL PLC
+Added: (a) Amounts have been revised, as applicable, to reflect the retrospective impact of the Tech Framework, as described above.
+Added: LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2023, 2022 and 2021
−Removed: (20) Subsequent Event
−Removed: On February 13, 2023, we announced that we acquired a 4.92 % interest in Vodafone, representing 1,335,000,000 Vodafone shares at an average purchase price of £ 0.9195 ($ 1.1151 at the applicable rate) per share.
−Removed: The aggregate purchase price of £ 1,227.6 million ($ 1,488.7 million at the applicable rate) was funded with $ 271.3 million of cash on hand and the remainder through a transaction (the Vodafone Collar Transaction ).
−Removed: The Vodafone Collar Transaction includes a loan in the amount of $ 1,217.4 million and a collar on the 1,335,000,000 Vodafone shares.
−Removed: The Vodafone Collar Transaction allows us to realize a potential gain from an increase in the Vodafone share price up to a cap and hedges our potential loss from a decline of Vodafone’s share price below a floor.
−Removed: This is accomplished by call options the counterparty can exercise at the cap price and put options we can exercise at the floor price.
−Removed: We will remain subject to changes in the Vodafone share price between the cap and the floor.
−Removed: The Vodafone Collar Transaction does not subject us to margin calls or capital calls, is fully collateralized by the Vodafone shares, and is structured such that we will never have a net payment obligation to the counterparty, making the transaction effectively non-recourse to us beyond the Vodafone shares.
−Removed: We will retain a portion of the dividends on the Vodafone shares, which we currently expect to be around 28 %, but does vary based on the value of the collar on the ex-dividend date.
−Removed: The Vodafone Collar Transaction has settlement dates from July 2025 to December 2026, contains no financial covenants and provides for customary representations and warranties, events of default and certain adjustment and termination events.
+Added: (b) Primarily relates to certain long-lived assets associated with (i) our Central functions located in the Netherlands, the U.K.
+Added: and (ii) certain other operations at Telenet, primarily in the U.S.
+Added: and Luxembourg.
The capitalized terms used in Part III of this Annual Report on Form 10-K are defined in the notes to our consolidated financial statements.
12 unchanged sentences
Securities Authorized for Issuance Under Equity Compensation Plans
−Removed: The following table sets forth information as of December 31, 2022 with respect to our ordinary shares that are authorized for issuance under our equity compensation plans.
+Added: The following table sets forth information as of December 31, 2023 with respect to our common shares that are authorized for issuance under our equity compensation plans.
Equity Compensation Plan Information
8 unchanged sentences
Liberty Global 2023 Incentive Plan (3):
−Removed: Total ordinary shares available for issuance
−Removed: Liberty Global Class A ordinary shares
−Removed: 23,454,744 $ 27.03
−Removed: Liberty Global Class C ordinary shares
−Removed: 51,951,842 $ 26.34
−Removed: Liberty Global 2014 Nonemployee Director Incentive Plan (4):
−Removed: Total ordinary shares available for issuance
−Removed: Liberty Global Class A ordinary shares
−Removed: 564,816 $ 30.08
−Removed: Liberty Global Class C ordinary shares
−Removed: 2,322,610 $ 25.75
+Added: Liberty Global Class A common shares 37,018 $ 19.03
+Added: Liberty Global Class C common shares 74,036 $ 20.13
Liberty Global 2014 Incentive Plan (4):
−Removed: Liberty Global Class A ordinary shares
−Removed: 2,550,977 $ 28.12
−Removed: Liberty Global Class C ordinary shares
−Removed: 7,525,689 $ 23.76
−Removed: Liberty Global 2005 Director Incentive Plan (5):
−Removed: Liberty Global Class A ordinary shares
−Removed: 43,442 $ 29.25
−Removed: Liberty Global Class C ordinary shares
−Removed: 136,784 $ 27.46
+Added: Liberty Global Class A common shares 24,754,389 $ 26.22
+Added: Liberty Global Class C common shares 56,013,129 $ 25.53
+Added: Liberty Global 2014 Nonemployee Director Incentive Plan (4):
+Added: Liberty Global Class A common shares 622,177 $ 28.87
+Added: Liberty Global Class C common shares 2,704,039 $ 24.79
VM Incentive Plan (5):
−Removed: Liberty Global Class A ordinary shares
−Removed: 81,405 $ 29.09
−Removed: Liberty Global Class C ordinary shares
−Removed: 374,918 $ 26.75
+Added: Liberty Global Class A common shares — $ —
+Added: Liberty Global Class C common shares 4,127 $ 24.18
Equity compensation plans not approved by security holders:
−Removed: Total ordinary shares available for issuance
−Removed: Liberty Global Class A ordinary shares
−Removed: Liberty Global Class C ordinary shares
+Added: Total common shares available for issuance 40,245,318
+Added: Liberty Global Class A common shares 25,413,584
+Added: Liberty Global Class C common shares 58,795,331
_______________
−Removed: (1) This table includes (i) SARs and PSARs with respect to 22,684,953 and 3,396,219 Liberty Global Class A shares, respectively, and 53,065,355 and 6,645,848 Liberty Global Class C ordinary shares, respectively.
−Removed: Upon exercise, the appreciation of a SAR, which is the difference between the base price of the SAR and the then-market value of the respective underlying class of ordinary shares or in certain cases, if lower, a specified price, may be paid in shares of the applicable class of ordinary shares.
−Removed: Based upon the respective market prices of Liberty Global Class A and Class C ordinary shares at December 31, 2022 and excluding any related tax effects, 549,381 and 1,592,240 Liberty Global Class A and Liberty Global Class C ordinary shares, respectively, would have been issued if all outstanding and in-the-money SARs had been exercised on December 31, 2022.
−Removed: For further information, see note 15 to our consolidated financial statements.
−Removed: (2) In addition to the option, SAR and PSAR information included in this table, there are outstanding RSU awards under the various incentive plans with respect to an aggregate of 2,017,244, 7,890 and 4,035,148, Liberty Global Class A, Liberty Global Class B and Liberty Global Class C ordinary shares, respectively.
−Removed: (3) The Liberty Global 2014 Incentive Plan permits grants of, or with respect to, Liberty Global Class A, Class B, or Class C ordinary shares subject to a single aggregate limit of 155 million shares (of which no more than 50.25 million shares may consist of Class B shares), subject to anti-dilution adjustments.
−Removed: As of December 31, 2022, an aggregate of 49,782,418 ordinary shares were available for issuance pursuant to the incentive plan.
+Added: (1) This table includes (i) SARs and PSARs with respect to 21,453,431 and 3,337,976 Liberty Global Class A shares, respectively, and 49,552,860 and 6,534,305 Liberty Global Class C common shares, respectively.
+Added: Upon exercise, the appreciation of a SAR, which is the difference between the base price of the SAR and the then-market value of the respective underlying class of common shares or in certain cases, if lower, a specified price, may be paid in shares of the applicable class of common shares.
+Added: Based upon the respective market prices of Liberty Global Class A and Class C common shares at December 31, 2023 and excluding any related tax effects, 312,707 and 1,200,892 Liberty Global Class A and Liberty Global Class C common shares, respectively, would have been issued if all outstanding and in-the-money SARs had been exercised on December 31, 2023.
For further information, see note 15 to our consolidated financial statements.
−Removed: (4) The Liberty Global 2014 Nonemployee Director Incentive Plan permits grants of, or with respect to, Liberty Global Class A, Class B, or Class C ordinary shares subject to a single aggregate limit of 10.5 million shares, subject to anti-dilution adjustments.
−Removed: As of December 31, 2022, an aggregate of 7,336,388 ordinary shares were available for issuance pursuant to the Liberty Global 2014 Nonemployee Director Incentive Plan.
+Added: (2) In addition to the option, SAR and PSAR information included in this table, there are outstanding RSU and PSU awards under the various incentive plans with respect to an aggregate of 2,905,627 and 6,232,097, Liberty Global Class A and Liberty Global Class C common shares, respectively.
+Added: (3) The Liberty Global 2023 Incentive Plan permits grants of, or with respect to, Liberty Global Class A, Class B, or Class C common shares subject to a single aggregate limit of 43,284,342 shares, subject to anti-dilution adjustments.
+Added: December 31, 2023, an aggregate of 40,245,318 common shares were available for issuance pursuant to the incentive plan.
For further information, see note 15 to our consolidated financial statements.
−Removed: (5) On January 30, 2014, our shareholders approved the 2014 Incentive Plans and, accordingly, no further awards will be granted under the Liberty Global 2005 Incentive Plan, the Liberty Global 2005 Director Incentive Plan or the VM Incentive Plan.
+Added: (4) On June 14, 2023, our shareholders approved the Liberty Global 2023 Incentive Plan and, accordingly, no further awards will be granted under the Liberty Global 2014 Incentive Plan or the Liberty Global 2014 Nonemployee Director Incentive Plan.
+Added: (5) On January 30, 2014, our shareholders approved the 2014 Incentive Plans and, accordingly, no further awards were granted under the VM Incentive Plan.
+Added: The outstanding options under the VM Incentive Plan expired on January 1, 2024.
EXHIBITS, FINANCIAL STATEMENT SCHEDULES
4 unchanged sentences
Schedule I - Condensed Financial Information of Registrant (Parent Company Information):
−Removed: Liberty Global plc Condensed Balance Sheets as of December 31, 2022 and 2021 (Parent Company Only)
−Removed: Liberty Global plc Condensed Statements of Operations for the years ended December 31, 2022, 2021 and 2020 (Parent Company Only)
−Removed: Liberty Global plc Condensed Statements of Cash Flows for the years ended December 31, 2022, 2021 and 2020 (Parent Company Only)
+Added: Liberty Global Ltd.
+Added: Condensed Balance Sheet as of December 31, 2023 (Parent Company Only)
+Added: Liberty Global Ltd.
+Added: Condensed Statement of Operations for the period from November 23, 2023 to December 31, 2023 (Parent Company Only) IV-10
+Added: Liberty Global Ltd.
+Added: Condensed Statement of Cash Flows for the period from November 23, 2023 to December 31, 2023 (Parent Company Only) IV-11
+Added: Liberty Global plc Condensed Balance Sheet as of December 31, 2022 (Parent Company Only) IV- 12
+Added: Liberty Global plc Condensed Statements of Operations for the period from January 1, 2023 to November 22, 2023 and the years ended December 31, 2022 and 2021 (Parent Company Only) IV- 13
+Added: Liberty Global plc Condensed Statements of Cash Flows for the period from January 1, 2023 to November 22, 2023 and the years ended December 31, 2022 and 2021 (Parent Company Only) IV- 14
Schedule II - Valuation and Qualifying Accounts IV- 15
1 unchanged sentence
Listed below are the exhibits filed as part of this Annual Report on Form 10-K (according to the number assigned to them in Item 601 of Regulation S-K).
+Added: Each reference to the Registrant includes the Registrant’s predecessors, as applicable.
2 -- Plan of Acquisition, Reorganization, Arrangement, Liquidation or Succession:
9 unchanged sentences
3 -- Articles of Incorporation and Bylaws:
−Removed: 3.1 Articles of Association of Liberty Global plc, effective as of July 1, 2015 (incorporated by reference to Exhibit 3.1 to the Registrant’s Registration Statement on Form 8-A filed June 19, 2015 (File No.
+Added: 3.1 Bye-Laws of Liberty Global Ltd., adopted on November 23, 2023 (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed November 24, 2023 (File No.
4 -- Instruments Defining the Rights of Securities Holders, including Indentures:
−Removed: 4.1 Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 (incorporated by reference to Exhibit 4.1 to the Registrant’s Annual Report on Form 10-K filed February 13, 2020 (File No.
+Added: 4.1 Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934.*
+Added: Borrowing Obligations of UPC group
4.2 Amended Credit Agreement to Senior Secured Credit Facility Agreement originally dated January 16, 2004, dated November 29, 2017, among UPC Broadband Holding B.V.
2 unchanged sentences
4.3 Supplemental Deed dated November 29, 2017, between UPC Broadband Holding, as Obligor, and the Bank of Nova Scotia, as Facility Agent and Security Agent, which is supplemental to and amends the UPC Broadband Holding Bank Facility (incorporated by reference to Exhibit 4.1 to the December 2017 8-K).
−Removed: 4.4 Indenture dated April 15, 2015, among UPCB Finance IV Limited, The Bank of New York Mellon, London Branch as Trustee, Principal Paying Agent, Transfer Agent and Security Agent, The Bank of New York Mellon as New York Paying Agent, New York Transfer Agent and Dollar Notes Registrar and The Bank of New York Mellon (Luxembourg) S.A.
−Removed: as Euro Notes Registrar and Transfer Agent (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K/A filed April 21, 2015 (File No.
−Removed: 001-35961) (the April 2015 8-K/A)).
−Removed: 4.5 Additional Facility AK Accession Agreement, dated April 15, 2015, among UPC Financing Partnership (UPC Financing) as Borrower, The Bank of Nova Scotia as Facility Agent and Security Agent, UPC Broadband Holding and UPCB Finance IV Limited as Additional Facility AK Lender, under the UPC Broadband Holding Bank Facility (incorporated by reference to Exhibit 4.2 to the April 2015 8-K/A).
−Removed: 4.6 Additional Facility AL Accession Agreement, dated April 15, 2015, among UPC Financing as Borrower, The Bank of Nova Scotia as Facility Agent and Security Agent, UPC Broadband Holding and UPCB Finance IV Limited as Additional Facility AL Lender, under the UPC Broadband Holding Bank Facility (incorporated by reference to Exhibit 4.3 to the April 2015 8-K/A).
−Removed: 4.7 Additional Facility AL2 Accession Agreement, dated May 20, 2015, among UPC Financing as Borrower, The Bank of New York Nova Scotia as Facility Agent and Security Agent, UPC Broadband Holding and UPCB Finance IV Limited as Additional Facility AL2 Lender, under the UPC Broadband Holding Bank Facility (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K/A filed May 21, 2015 (File No.
−Removed: 4.8 Additional Facility AM Accession Agreement, dated August 3, 2015, among UPC Financing as Borrower, The Bank of Nova Scotia as Facility Agent and Security Agent and the financial institutions listed therein as Additional Facility AM Lenders, under the UPC Broadband Holding Bank Facility (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed August 6, 2015 (File No.
4.4 Additional Facility AQ Accession Agreement dated June 21, 2017 and entered into between, among others, UPC Financing and UPC Broadband Holding as borrowers and The Bank of Nova Scotia as Facility Agent and Security Agent and the financial institutions listed therein as Additional Facility AQ Lenders under the UPC Broadband Holding Bank Facility (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed June 27, 2017 (File No.
3 unchanged sentences
as the Borrower and The Bank of Nova Scotia as the Facility Agent (incorporated by reference to Exhibit 4.2 to the February 6, 2020 8-K).
−Removed: 4.12 Additional Facility AV Accession Agreement dated August 20, 2020 and entered into between, among others, UPC Financing Partnership as the Borrower and The Bank of Nova Scotia as the Facility Agent (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed August 26, 2020 (File No.
−Removed: 001-35961) (the August 26, 2020 8-K)).
−Removed: 4.13 Additional Facility AW Accession Agreement dated August 20, 2020 and entered into between, among others, UPC Broadband Holding B.V.
−Removed: as the Borrower and The Bank of Nova Scotia as the Facility Agent (incorporated by reference to Exhibit 4.2 to the August 26, 2020 8-K).
−Removed: 4.14 Additional Facility AN Accession Agreement dated May 24, 2018 and entered into between, among others, Telenet Financing USD LLC as the Borrower, Telenet BVBA as a Guarantor and The Bank of Nova Scotia as the Facility Agent (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed May 31, 2018 (File No.
−Removed: 001-35961)(the May 2018 8-K)).
−Removed: 4.15 Additional Facility AR Accession Agreement dated January 24, 2020 and entered into between, among others, Telenet Financing USD LLC as the Borrower, Telenet BVBA as a Guarantor and The Bank of Nova Scotia as the Facility Agent (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed January 30, 2020 (File No.
−Removed: 001-35961) (the January 30, 2020 8-K)).
−Removed: 4.16 Additional Facility AQ Accession Agreement dated January 24, 2020 and entered into between, among others, Telenet International Finance S.à r.l.
−Removed: as the Borrower, Telenet BVBA as a Guarantor and The Bank of Nova Scotia as the Facility Agent (incorporated by reference to Exhibit 4.2 to the January 30, 2020 8-K).
−Removed: 4.17 Additional Facility AP Accession Agreement dated May 24, 2019 and entered into between, among others, Telenet International Finance S.à.r.l.
−Removed: as the Borrower, the Guarantors listed therein and The Bank of Nova Scotia as the Facility Agent (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed May 30, 3019 (File No.
+Added: 4.7 Supplemental Deed dated April 23, 2020 between, among others, UPC Broadband Holding B.V.
+Added: as Obligors’ Agent and The Bank of Nova Scotia as facility agent and security agent and, attached as a schedule thereto, a copy of the Amended Senior Facilities Agreement dated April 23, 2020 between, among others, UPC Broadband Holding B.V.
+Added: as borrower and The Bank of Nova Scotia as facility agent and security agent (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed April 29, 2020 (File No.
+Added: 4.8 Amended Credit Agreement dated April 12, 2021 and entered into between, among others, UPC Broadband and Upsizing Revolving Facility lenders (named therein) and The Bank of Nova Scotia as the Facility Agent and Security Agent (incorporated by reference to Exhibit 4.3 to the April 16, 2021 8-K).
+Added: 4.9 Additional Facility AX Accession Agreement dated April 20, 2021 and entered into between, among others, UPC Financing Partnership as the Borrower and The Bank of Nova Scotia as the Facility Agent (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed April 26, 2021 (File no.
+Added: 001-35961) (the April 26, 2021 8-K).
+Added: 4.10 Additional Facility AY Accession Agreement dated April 20, 2021 and entered into between, among others, UPC Broadband Holding B.V.
+Added: as the Borrower and The Bank of Nova Scotia as the Facility Agent (incorporated by reference to Exhibit 4.2 to the April 26, 2021 8-K).
+Added: 4.11 Additional Facility AZ Accession Agreement dated April 21, 2021 and entered into between, among others, UPC Broadband Holding B.V.
+Added: as the Company, UPC Financing Partnership as the Borrower, The Bank of Nova Scotia as the Facility Agent and UPC Broadband Finco B.V.
+Added: as the Additional Facility AZ Lender (incorporated by reference to Exhibit 4.3 to the April 26, 2021 8-K).
+Added: 4.12 Supplemental Deed dated May 23, 2022 between, among others, UPC Broadband Holding B.V.
+Added: as Obligors’ Agent and The Bank of Nova Scotia as Facility Agent and Security Agent and, attached, as a schedule thereto, a copy of the Amended Senior Facilities Agreement dated May 23, 2022 between, among others, UPC Broadband Holding B.V.
+Added: as Borrower and The Bank of Nova Scotia as Facility Agent and Security Agent (Incorporated by reference to Exhibit 4.1 to the Registrant's Current report on Form 8-K filed May 25, 2022 (File No.
+Added: 4.13 Supplemental Deed dated June 29, 2023 between, among others, UPC Broadband Holding B.V.
+Added: as obligors’ agent and The Bank of Nova Scotia as facility agent and security agent and, attached, as a schedule thereto, a copy of the Amended Senior Facilities Agreement dated June 29, 2023 between, among others, UPC Broadband Holding B.V.
+Added: as borrower and The Bank of Nova Scotia as facility agent and security agent (Incorporated by reference to Exhibit 4.1 to the Registrant's Current report on Form 8-K filed July 6, 2023 (File No.
+Added: 4.14 Supplemental Deed dated December 22, 2023 between, among others, UPC Broadband Holding B.V.
+Added: as Obligors’ Agent and The Bank of Nova Scotia as Facility Agent and Security Agent and, attached, as a schedule thereto, a copy of the Amended Senior Facilities Agreement dated December 22, 2023 between among others UPC Broadband Holding B.V.
+Added: as borrower and The Bank of Nova Scotia as Facility Agent and Security Agent (Incorporated by reference to Exhibit 4.1 to the Registrant’s Current report on Form 8-K filed December 26, 2023 (File No.
+Added: Borrowing Obligations of Telenet Group
4.15 Indenture dated December 13, 2017 between Telenet Finance Luxembourg Notes S.a.r.l., The Bank of New York Mellon, London Branch, as Trustee and Security Trustee and The Bank of New York Mellon SA/NV, Luxembourg Branch, as Transfer Agent and Registrar (incorporated by reference to Exhibit 4.4 to the Registrant’s Current Report on Form 8-K filed December 18, 2017 (File No.
5 unchanged sentences
4.18 Telenet Supplemental Agreement (Credit Agreement) dated November 16, 2018 between among others, Telenet BVBA as the company, The Bank of Nova Scotia as facility agent and KBC Bank NV as security agent (incorporated by reference to Exhibit 4.1 to the November 2018 8-K ).
−Removed: 4.22 Indenture dated March 28, 2014 between Virgin Media Secured Finance PLC, The Bank of New York Mellon, London Branch, as Trustee, Transfer Agent and Principal Paying Agent, The Bank of New York Mellon as Paying Agent, and The Bank of New York Mellon (Luxembourg) S.A., as Registrar (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K/A filed April 3, 2014 (File No.
−Removed: 4.23 Indenture dated January 28, 2015 between Virgin Media Finance PLC, The Bank of New York Mellon, London Branch, as Trustee and Principal Paying Agent, The Bank of Mellon as Paying Agent and Dollar Notes Transfer Agent and Registrar and The Bank of New York Mellon (Luxembourg) S.A., as Euro Notes Registrar and Transfer Agent (incorporated by reference to Exhibit 4.2 to the February 2015 8-K/A).
+Added: 4.19 Additional Facility AR Accession Agreement dated January 24, 2020 and entered into between, among others, Telenet Financing USD LLC as the Borrower, Telenet BVBA as a Guarantor and The Bank of Nova Scotia as the Facility Agent (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed January 30, 2020 (File No.
+Added: 001-35961) (the January 30, 2020 8-K)).
+Added: 4.20 Additional Facility AQ Accession Agreement dated January 24, 2020 and entered into between, among others, Telenet International Finance S.à r.l.
+Added: as the Borrower, Telenet BVBA as a Guarantor and The Bank of Nova Scotia as the Facility Agent (incorporated by reference to Exhibit 4.2 to the January 30, 2020 8-K).
+Added: 4.21 Supplemental Agreement dated April 6, 2020 between, among others, Telenet BV as company, The Bank of Nova Scotia as facility agent and KBC Bank NV as security agent and attached as a schedule thereto, a copy of the Amended and Restated Credit Agreement dated April 6, 2020, between, among others, Telenet BV as original borrower and The Bank of Nova Scotia as facility agent and KBC Bank NV as security agent (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed April 10, 2020 (File No.
+Added: 4.22 Supplemental Agreement dated June 30, 2023 between, among others, Telenet BV as company, The Bank of Nova Scotia as facility agent and KBC Bank NV as security agent and attached as a schedule thereto, a copy of the Amended and Restated Credit Agreement dated June 30, 2023, between, among others, Telenet BV as original borrower and The Bank of Nova Scotia as facility agent and KBC Bank NV as security agent.
+Added: (Incorporated by reference to Exhibit 4.1 to the Registrant's Current report on Form 8-K filed July 6, 2023 (File No.
+Added: Borrowing Obligations of Virgin Media group
4.23 Additional L Facility Accession Deed dated November 10, 2017, between Virgin Media Investment Holdings Limited as the Company, Virgin Media SFA Finance Limited as the Borrower, The Bank of Nova Scotia as the Facility Agent and The Bank of Nova Scotia as Additional L Facility Lender under the VMF Senior Facilities Agreement (incorporated by reference to Exhibit 4.2 to the November 2017 8-K).
3 unchanged sentences
4.26 Additional O Facility Accession Deed dated October 4, 2019, between Virgin Media Investment Holdings Limited as the Company, Virgin Media SFA Finance Limited as the Facility O Borrower, The Bank of Nova Scotia as the Facility Agent and The Bank of Nova Scotia as Additional O Facility Lender (incorporated by reference to Exhibit 4.2 to the October 10, 2019 8-K).
−Removed: 4.28 Facility P Accession Deed dated December 7, 2020 and entered into between Virgin Media Investment Holdings Limited as the Company, VMED O2 UK Holdco 4 Limited as Borrower, The Bank of Nova Scotia as the Facility Agent and the Additional Facility P Lenders (as defined therein) (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed December 11, 2020 (File No.
+Added: 4.27 Indenture dated May 16, 2019, among Virgin Media Secured Finance PLC, as Issuer, BNY Mellon Corporate Trustee Services Limited as Trustee, The Bank of New York Mellon, London Branch, as Principal Paying Agent and The Bank of New York Mellon SA/NV, Luxembourg Branch, as Registrar and Transfer Agent (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K/A filed May 17, 2019 (File No.
+Added: 4.28 Supplemental Indenture, dated as of July 5, 2019, between Virgin Media Secured Finance PLC as Issuer and BNY Mellon Corporate Trustee Services Limited as Trustee, to the Indenture dated May 16, 2019 for 5.50% Senior Secured Notes and 5.25% Senior Secured Notes, each due 2029 (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed July 9, 2019 (File No.
+Added: 4.29 Amendment and Restatement Agreement dated December 9, 2019 between Virgin Media Investment Holdings Limited (for itself and as agent on behalf of the other obligors) and The Bank of Nova Scotia (as facility agent), and attached as a schedule thereto, a copy of the Senior Facilities Agreement, originally dated June 7, 2013, between, among others, Virgin Media Investment Holdings Limited as a borrower and a guarantor, The Bank of Nova Scotia as facility agent and Deutsche Bank AG, London Branch as security trustee as amended and restated by the Amendment and Restatement Agreement (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed December 13, 2019 (File No.
4.30 A dditional Facility Q Accession Deed dated September 11, 2020 and entered into between Virgin Media Investment Holdings Limited as the Company, Virgin Media Bristol LLC as Borrower, The Bank of Nova Scotia as the Facility Agent and the Additional Facility Q Lenders (as defined therein) (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed September 16, 2020 (the September 16, 2020 8-K)).
3 unchanged sentences
4.34 Additional Facility U Accession Deed dated September 24, 2020 and entered into between Virgin Media Investment Holdings Limited as the Company, VMED O2 UK Holdco 4 Limited as Borrower, The Bank of Nova Scotia as the Facility Agent and VMED O2 UK Financing I plc as the Additional Facility U Lender (incorporated by reference to Exhibit 4.3 to the September 30, 2020 8-K).
−Removed: 4.34 Additional Facility AV2 Accession Agreement dated April 12, 2021 and entered into between, among others, UPC Financing Partnership as the Borrower and The Bank of Nova Scotia as the Facility Agent (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed April 16, 2021 (File no.
−Removed: 001-35961) (the April 16, 2021 8-K)).
−Removed: 4.35 Additional Facility AW2 Accession Agreement dated April 12, 2021 and entered into between, among others, UPC Broadband Holding B.V.
−Removed: as the Borrower and The Bank of Nova Scotia as the Facility Agent (incorporated by reference to Exhibit 4.2 to the April 16, 2021 8-K.
−Removed: 4.36 Amended Credit Agreement dated April 12, 2021 and entered into between, among others, UPC Broadband and Upsizing Revolving Facility lenders (named therein) and The Bank of Nova Scotia as the Facility Agent and Security Agent (incorporated by reference to Exhibit 4.3 to the April 16, 2021 8-K).
−Removed: 4.37 Additional Facility AX Accession Agreement dated April 20, 2021 and entered into between, among others, UPC Financing Partnership as the Borrower and The Bank of Nova Scotia as the Facility Agent (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed April 26, 2021 (File no.
−Removed: 001-35961) (the April 26, 2021 8-K).
−Removed: 4.38 Additional Facility AY Accession Agreement dated April 20, 2021 and entered into between, among others, UPC Broadband Holding B.V.
−Removed: as the Borrower and The Bank of Nova Scotia as the Facility Agent (incorporated by reference to Exhibit 4.2 to the April 26, 2021 8-K).
−Removed: 4.39 Additional Facility AZ Accession Agreement dated April 21, 2021 and entered into between, among others, UPC Broadband Holding B.V.
−Removed: as the Company, UPC Financing Partnership as the Borrower, The Bank of Nova Scotia as the Facility Agent and UPC Broadband Finco B.V.
−Removed: as the Additional Facility AZ Lender (incorporated by reference to Exhibit 4.3 to the April 26, 2021 8-K).
−Removed: 4.40 Amendment and Restatement Agreement dated December 9, 2019 between Virgin Media Investment Holdings Limited (for itself and as agent on behalf of the other obligors) and The Bank of Nova Scotia (as facility agent), and attached as a schedule thereto, a copy of the Senior Facilities Agreement, originally dated June 7, 2013, between, among others, Virgin Media Investment Holdings Limited as a borrower and a guarantor, The Bank of Nova Scotia as facility agent and Deutsche Bank AG, London Branch as security trustee as amended and restated by the Amendment and Restatement Agreement (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed December 13, 2019 (File No.
−Removed: 4.41 Indenture dated May 16, 2019, among Virgin Media Secured Finance PLC, as Issuer, BNY Mellon Corporate Trustee Services Limited as Trustee, The Bank of New York Mellon, London Branch, as Principal Paying Agent and The Bank of New York Mellon SA/NV, Luxembourg Branch, as Registrar and Transfer Agent (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K/A filed May 17, 2019 (File No.
−Removed: 4.42 Supplemental Indenture, dated as of July 5, 2019, between Virgin Media Secured Finance PLC as Issuer and BNY Mellon Corporate Trustee Services Limited as Trustee, to the Indenture dated May 16, 2019 for 5.50% Senior Secured Notes and 5.25% Senior Secured Notes, each due 2029 (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed July 9, 2019 (File No.
−Removed: 4.43 SFA/ICA Accession Deed dated October 21, 2019, among UPC Poland Holding B.V., UPC Polska Sp.
−Removed: o., UPC Poland Property Sp.
−Removed: o., Liberty Global Europe Holdco 2 B.V., and The Bank of Nova Scotia as the Facility Agent and Security Agent, to the Amended Credit Agreement to Senior Secured Credit Facility Agreement originally dated January 16, 2004 (as amended and restated from time to time, including the Supplemental Deed dated November 29, 2017) (incorporated by reference to Exhibit 4.6 to the Registrant’s Quarterly Report on Form 10-Q filed November 6, 2019 (File No.
−Removed: 001-35961) (the November 2019 10-Q)).
−Removed: 4.44 Supplemental Agreement dated April 6, 2020 between, among others, Telenet BV as company, The Bank of Nova Scotia as facility agent and KBC Bank NV as security agent and attached as a schedule thereto, a copy of the Amended and Restated Credit Agreement dated April 6, 2020, between, among others, Telenet BV as original borrower and The Bank of Nova Scotia as facility agent and KBC Bank NV as security agent (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed April 10, 2020 (File No.
−Removed: 4.45 Supplemental Deed dated April 23, 2020 between, among others, UPC Broadband Holding B.V.
−Removed: as Obligors’ Agent and The Bank of Nova Scotia as facility agent and security agent and, attached as a schedule thereto, a copy of the Amended Senior Facilities Agreement dated April 23, 2020 between, among others, UPC Broadband Holding B.V.
−Removed: as borrower and The Bank of Nova Scotia as facility agent and security agent (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed April 29, 2020 (File No.
−Removed: 4.46 Supplemental Deed dated May 23, 2022 between, among others, UPC Broadband Holding B.V.
−Removed: as Obligors’ Agent and The Bank of Nova Scotia as Facility Agent and Security Agent and, attached, as a schedule thereto, a copy of the Amended Senior Facilities Agreement dated May 23, 2022 between, among others, UPC Broadband Holding B.V.
−Removed: as Borrower and The Bank of Nova Scotia as Facility Agent and Security Agent (Incorporated by reference to Exhibit 4.1 to the Registrant's Current report on Form 8-K filed May 25, 2022 (File No.
The Registrant undertakes to furnish to the Securities and Exchange Commission, upon request, a copy of all instruments with respect to long-term debt not filed herewith.
10 -- Material Contracts:
−Removed: 10.1 Deed of Assumption of Liberty Global plc, dated June 7, 2013 (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed June 7, 2013 (File No.
−Removed: 001-35961)(the June 7, 2013 8-K)).
−Removed: 10.2+ Liberty Global 2014 Incentive Plan (Amended and Restated effective June 11, 2019 (as amended and restated from time to time, the Incentive Plan) (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed August 8, 2019 (File No.
−Removed: 001-35961) (the August 2019 10-Q)).
−Removed: 10.3+ Liberty Global 2014 Nonemployee Director Incentive Plan Effective March 1, 2014 (the Director Plan) (incorporated by reference to Appendix B to the Registrant’s Proxy Statement on Schedule 14A filed December 19, 2013 (File No.
−Removed: 10.4+ Form of Non-Qualified Share Option Agreement under the Director Plan (incorporated by reference to Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q filed August 5, 2014 (File No.
−Removed: 001-35961) (the August 5, 2014 10-Q)).
−Removed: 10.5+ Form of Restricted Share Units Agreement under the Director Plan (incorporated by reference to Exhibit 10.4 to the August 5, 2014 10-Q).
−Removed: 10.6+ Liberty Global, Inc.
−Removed: 2005 Incentive Plan (as amended and restated effective June 7, 2013) (the 2005 Incentive Plan) (incorporated by reference to Exhibit 10.2 to the June 7, 2013 8-K).
−Removed: 10.7+ Liberty Global, Inc.
−Removed: 2005 Nonemployee Director Incentive Plan (as amended and restated effective June 7, 2013) (the 2005 Director Plan) (incorporated by reference to Exhibit 10.3 to the June 7, 2013 8-K).
−Removed: 10.8+ Virgin Media 2010 Stock Incentive Plan (as amended and restated effective June 7, 2013) (incorporated by reference to Exhibit 10.4 to the June 7, 2013 8-K).
−Removed: 10.9+ Form of Non-Qualified Share Option Agreement under the 2005 Director Plan (incorporated by reference to Exhibit 10.6 to the Registrant’s Quarterly Report on Form 10-Q filed August 1, 2013 (File No.
−Removed: 10.10+ Liberty Global Compensation Policy for Nonemployee Directors effective June 21, 2017 (incorporated by reference to Appendix A to the Registrant’s Proxy Statement on Schedule 14A filed May 1, 2017 (File No.
−Removed: 10.11+ Form of Deed of Indemnity between Liberty Global and its Directors and Executive Officers (incorporated by reference to Exhibit 10.10 to the June 7, 2013 8-K).
−Removed: 10.12+ Form of Stock Appreciation Rights Agreement under the 2005 Incentive Plan (incorporated by reference to Exhibit 10.3 to Liberty Global, Inc.’s (LGI) Quarterly Report on Form 10-Q filed May 7, 2008 (File No.
−Removed: 10.13+ Form of Performance Share Units Agreement for executive officers under the Incentive Plan (incorporated by reference to Exhibit 10.16 to the Registrant’s Annual Report on Form 10-K filed February 27, 2019 and amended on Form 10-K/A filed March 27, 2019 (File No.
−Removed: 001-35961) (the 2019 10-K)).
−Removed: 10.14+ Liberty Global 2019 Challenge Performance Award program for senior management, including our executive officers under the Incentive Plan (a description of said program is incorporated by reference to the description thereof included in Item 5.02(e) of the Registrant’s Current Report on Form 8-K filed March 13, 2019 (File No.
−Removed: 10.15+ Liberty Global 2020 Annual Performance Award Program for executive officers under the Incentive Plan (description of said plan is incorporated by reference to the description thereof included in Item 5.02(e) of the Registrant’s Current Report on Form 8-K filed April 3, 2020 (File No.
+Added: Compensatory Plans or Arrangements
+Added: 10.1 Deed of Assumption of Liberty Global Ltd.
+Added: (f/k/a Liberty Global plc ) , dated June 7, 2013 (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed June 7, 2013 (File No.
10.2+ Deferred Compensation Plan (adopted effective December 15, 2008;
Amended and Restated as of October 26, 2015)(incorporated by reference to Exhibit 10.29 to the Registrant’s Annual Report on Form 10-K filed February 16, 2016 (File No.
−Removed: 001-35961) (the 2016 10-K)).
−Removed: 10.17+ Nonemployee Director Deferred Compensation Plan (As Amended and Restated Effective December 11, 2015)(incorporated by reference to Exhibit 10.30 to the 2016 10-K).
−Removed: 10.18+ Personal Usage of Aircraft Policy, restated June 7, 2013 (incorporated by reference to Exhibit 10.31 to the 2016 10-K).
−Removed: 10.19+ Form of Aircraft Time Sharing Agreement (7X) (incorporated by reference to Exhibit 10.29 to LGI’s Annual Report on Form 10-K filed February 13, 2013 (File No.
−Removed: 10.20+ Form of Share Appreciation Rights Agreement between the Registrant and our Chief Executive Officer under the Incentive Plan (incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q filed August 4, 2016 (File No.
−Removed: 10.21+ Executive Service Agreement, dated December 15, 2004, between UPC Services Limited and Charles Bracken (incorporated by reference to Exhibit 10.36 to LGI’s Annual Report on Form 10-K filed February 24, 2010 (File No.
−Removed: 10.22+ Employment Agreement dated as of June 28, 2018, between LGI and Enrique Rodriguez (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed August 8, 2018 (File No.
−Removed: 10.23+ Amended and Restated Employment Agreement dated as of April 30, 2019, by and among the Registrant, Liberty Global Inc.
+Added: 10.3+ Nonemployee Director Deferred Compensation Plan (Amended and Restated Effective December 11, 2015)(incorporated by reference to Exhibit 10.30 to the Registrant’s Annual Report on Form 10-K filed February 16, 2016 (File No.
+Added: 001-35961) ).
+Added: 10.4+ Liberty Global 2014 Incentive Plan (Amended and Restated effective November 24, 2023) (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed November 24, 2023 (File No.
+Added: 10.5+ Form of Share Appreciation Rights Agreement between the Registrant and its Chief Executive Officer under the Liberty Global 2014 Incentive Plan (incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q filed August 4, 2016 (File No.
+Added: 10.6+ Form of Performance Share Units Agreement for executive officers under the Liberty Global 2014 Incentive Plan (incorporated by reference to Exhibit 10.16 to the Registrant’s Annual Report on Form 10-K filed February 27, 2019 and Amended on Form 10-K/A filed March 27, 2019 (File No.
+Added: 10.7+ Form of Performance Share Appreciation Rights Agreement under the Liberty Global 2014 Incentive Plan (incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q filed August 8, 2019 (File No.
+Added: 10.8+ Form of Performance Restricted Share Units Agreement (SHIP) under the Liberty Global 2014 Incentive Plan (incorporated by reference to Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q filed August 8, 2019 (File No.
+Added: 10.9+ Form of Share Appreciation Rights Agreement under the Liberty Global 2014 Incentive Plan (incorporated by reference to Exhibit 10.5 to the Registrant’s Quarterly Report on Form 10-Q filed August 8, 2019 (File No.
+Added: 10.10+ Form of Performance Share Units Agreement under the Liberty Global 2014 Incentive Plan (incorporated by reference to Exhibit 10.7 to the Registrant’s Quarterly Report on Form 10-Q filed August 8, 2019 (File No.
+Added: 10.11+ Form of Performance Share Units Agreement between the Registrant and its Chief Executive Officer under the Liberty Global 2014 Incentive Plan (incorporated by reference to Exhibit 10.8 to the Registrant’s Quarterly Report on Form 10-Q filed August 8, 2019 (File No.
+Added: 10.12+ Form of Share Appreciation Rights Agreement between the Registrant and its Chief Executive Officer under the Liberty Global 2014 Incentive Plan (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed November 6, 2019 (File No.
+Added: 10.13+ Form of Performance Share Appreciation Rights Agreement between the Registrant and its Chief Executive Officer under the Liberty Global 2014 Incentive Plan (incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q filed November 6, 2019 (File No.
+Added: 10.14+ Form of Restricted Share Units Agreement (SHIP) under the Liberty Global 2014 Incentive Plan (incorporated by reference to Exhibit 10.6 to the Registrant’s Quarterly Report on Form 10-Q filed November 6, 2019 (File No.
+Added: 10.15+ Form of Restricted Share Units Agreement under the Liberty Global 2014 Incentive Plan (incorporated by reference to Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q filed November 6, 2019 (File No.
+Added: 10.16+ Form of Performance Restricted Share Units Agreement under the Liberty Global 2014 Incentive Plan (incorporated by reference to Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q filed November 6, 2019 (File No.
+Added: 10.17+ Form of Performance Restricted Share Units Agreement between Registrant and its Chief Executive Officer under the Liberty Global 2014 Incentive Plan (incorporated by reference to Exhibit 10.5 to the Registrant’s Quarterly Report on Form 10-Q filed November 6, 2019 (File No.
+Added: 10.18+ Liberty Global 2020 Annual Performance Award Program for executive officers under the Liberty Global 2014 Incentive Plan (description of said plan is incorporated by reference to the description thereof included in Item 5.02(e) of the Registrant’s Current Report on Form 8-K filed April 3, 2020 (File No.
+Added: 10.19+ Liberty Global 2020 Long-Term Equity Incentive Program for executive officers under the Liberty Global 2014 Incentive Plan (description of said plan is incorporated by reference to the description thereof included in Item 5.02(e) of the Registrant’s Current Report on Form 8-K filed April 3, 2020 (File No.
+Added: 10.20+ Liberty Global 2021 Long-Term Equity Incentive Program for executive officers under the Liberty Global 2014 Incentive Plan (description of said plan is incorporated by reference to the description thereof included in Item 5.02(e) of Registrant’s Current Report on Form 8-K filed April 15, 2021 (File No.
+Added: 10.21+ Liberty Global Compensation Policy for Nonemployee Directors effective June 14, 2023 (incorporated by reference to Appendix A to the Registrant’s Proxy Statement on Schedule 14A filed April 28, 2023 (File No.
+Added: 10.22+ Liberty Global 2014 Nonemployee Director Incentive Plan (Amended and Restated effective November 24, 2023) (incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed November 24, 2023 (File No.
+Added: 10.23+ Form of Non-Qualified Share Option Agreement under the Liberty Global 2014 Nonemploy ee Director Incentive Plan (incorporated by reference to Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q filed August 5, 2014 (File No.
+Added: 001-35961) ).
+Added: 10.24+ Form of Restricted Share Units Agreement under the Liberty Global 2014 Nonemployee Director Incentive Plan (incorporated by reference to Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q filed August 5, 2014 (File No.
+Added: 10.25+ Liberty Global 2023 Incentive Plan (Amended and Restated effective November 24, 2023) (incorporated by reference to Exhibit 10.4 to the Registrant’s Current Report on Form 8-K filed November 24, 2023 (File No.
+Added: 10.26+ Form of Share Appreciation Rights Agreement under the Liberty Global 2023 Incentive Plan (incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q filed July 24, 2023 (File No.
+Added: 10.27+ Form of Restricted Share Units Agreement (3-year vesting) under the Liberty Global 2023 Incentive Plan (incorporated by reference to Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q filed July 24, 2023 (File No.
+Added: 10.28+ Form of Restricted Share Units Agreement (4-year vesting) under the Liberty Global 2023 Incentive Plan (incorporated by reference to Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q filed July 24, 2023 (File No.
+Added: 10.29+ Form of Non-Qualified Share Option Agreement under the Liberty Global 2023 Incentive Plan (incorporated by reference to Exhibit 10.5 to the Registrant’s Quarterly Report on Form 10-Q filed July 24, 2023 (File No.
+Added: 10.30+ Form of Non-Executive Director Restricted Share Units Agreement under the Liberty Global 2023 Incentive Plan (incorporated by reference to Exhibit 10.6 to the Registrant’s Quarterly Report on Form 10-Q filed July 24, 2023 (File No.
+Added: Employment Agreements
+Added: 10.31+ Executive Service Agreement, dated December 15, 2004, between UPC Services Limited and Charles Bracken (incorporated by reference to Exhibit 10.36 to the Registrant’s Annual Report on Form 10-K filed February 24, 2010 (File No.
+Added: 10.32+ Employment Agreement, dated May 19, 2005, by and between Liberty Global Europe Limited (f/k/a UGC Europe Services Ltd.) and Andrea Salvato, assigned by Liberty Global Europe Limited to Liberty Global Holdings Limited (f/k/a Liberty Global plc) on November 1, 2013 (incorporated by reference to Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q filed August 3, 2020 (File No.
+Added: 10.33+ Employment Agreement dated as of June 28, 2018, between Liberty Global, Inc.
+Added: and Enrique Rodriguez (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed August 8, 2018 (File No.
+Added: 10.34+ Amended and Restated Employment Agreement dated as of April 30, 2019, by and among the Liberty Global Holdings Limited (f/k/a Liberty Global plc), Liberty Global Inc.
and Michael T.
−Removed: Fries (incorporated by reference to Exhibit 10.9 to the August 2019 10-Q).
+Added: Fries (incorporated by reference to Exhibit 10.9 to the Registrant’s Quarterly Report on Form 10-Q filed August 8, 2019 (File No.
10.35+ Employment Agreement, dated May 21, 2020, by and between Liberty Global, Inc.
Hall (incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q filed August 3, 2020 (File No.
−Removed: 001-35961) (the August 2020 10-Q)).
−Removed: 10.25+ Employment Agreement, dated May 19, 2005, by and between Liberty Global Europe Limited (formerly known as UGC Europe Services Ltd.) and Andrea Salvato, assigned by Liberty Global Europe Limited to Liberty Global plc on November 1, 2013 (incorporated by reference to Exhibit 10.3 to the August 2020 10-Q).
−Removed: 10.26+ Form of Performance Share Appreciation Rights Agreement under the Incentive Plan (incorporated by reference to Exhibit 10.2 to the August 2019 10-Q).
−Removed: 10.27+ Form of Performance Restricted Share Units Agreement (SHIP) under the Incentive Plan (incorporated by reference to Exhibit 10.4 to the August 2019 10-Q).
−Removed: 10.28+ Form of Share Appreciation Rights Agreement under the Incentive Plan (incorporated by reference to Exhibit 10.5 to the August 2019 10-Q).
−Removed: 10.29+ Form of Performance Share Units Agreement under the Incentive Plan (incorporated by reference to Exhibit 10.7 to the August 2019 10-Q).
−Removed: 10.30+ Form of Performance Share Units Agreement between the Registrant and our Chief Executive Officer under the Incentive Plan (incorporated by reference to Exhibit 10.8 to the August 2019 10-Q).
−Removed: 10.31+ Form of Share Appreciation Rights Agreement between Registrant and our Chief Executive Officer under the Incentive Plan (incorporated by reference to Exhibit 10.1 to the November 2019 10-Q).
−Removed: 10.32+ Form of Performance Share Appreciation Rights Agreement between Registrant and our Chief Executive Officer under the Incentive Plan (incorporated by reference to Exhibit 10.2 to the November 2019 10-Q).
−Removed: 10.33+ Form of Restricted Share Units Agreement (SHIP) under the Incentive Plan (incorporated by reference to Exhibit 10.6 to the November 2019 10-Q).
−Removed: 10.34+ Form of Restricted Share Units Agreement under the Incentive Plan (incorporated by reference to Exhibit 10.3 to the November 2019 10-Q).
−Removed: 10.35+ Form of Performance Restricted Share Units Agreement under the Incentive Plan (incorporated by reference to Exhibit 10.4 to the November 2019 10-Q).
−Removed: 10.36+ Form of Performance Restricted Share Units Agreement between Registrant and our Chief Executive Officer under the Incentive Plan (incorporated by reference to Exhibit 10.5 to the November 2019 10-Q).
+Added: Shareholder Agreements
10.36 Shareholders’ Agreement, dated December 31, 2016, by and among, Vodafone International Holdings B.V., Vodafone Group Plc, Liberty Global Europe Holding B.V., the Registrant and Lynx Global Europe II B.V.
−Removed: (incorporated by reference to Exhibit 10.2 to the January 2017 8-K).
−Removed: 10.38 Shareholders Agreement, dated June 1, 2021, by and among Liberty Global plc, Liberty Global Europe 2 Limited, Liberty Global Holdco Limited, Telefonica, S.A.
+Added: (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed January 6, 2017 (File No.
+Added: 10.37 Shareholders Agreement, dated June 1, 2021, by and among Liberty Global Ltd.
+Added: (f/k/a Liberty Global plc), Liberty Global Europe 2 Limited, Liberty Global Holdco Limited, Telefonica, S.A.
and Telefonica O2 Holdings Limited (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed June 4, 2021 (File No.
−Removed: 10.39+ Liberty Global 2020 Long-Term Equity Incentive Program for executive officers under the Incentive Plan (description of said plan is incorporated by reference to the description thereof included in Item 5.02(e) of the Registrant’s Current Report on Form 8-K filed April 3, 2020 (File No.
−Removed: 10.40+ Liberty Global 2021 Long-Term Equity Incentive Program for executive officers under the Company’s 2021 long-term incentive plan (description of said plan is incorporated by reference to the description thereof included in Item 5.02(e) of Registrant’s Current Report on Form 8-K filed April 15, 2021 (File No.
+Added: Other Agreements and Policies
+Added: 10.38+ Form of Indemnification Agreement (incorporated by reference to Exhibit 10 .1 to the R egistrant’s Current Report on Form 8-K 12B filed November 24, 2023 (File No.
+Added: 10.39+ Form of Aircraft Time Sharing Agreement (7X) (incorporated by reference to Exhibit 10.29 to the Registrant’s Annual Report on Form 10-K filed February 13, 2013 (File No.
+Added: 10.40+ Personal Usage of Aircraft Policy, restated June 7, 2013 (incorporated by reference to Exhibit 10.31 to the Registrant’s Annual Report on Form 10-K filed February 16, 2016 (File No.
+Added: 001-35961) ).
21 -- List of Subsidiaries*
5 unchanged sentences
32 -- Section 1350 Certification **
+Added: 97 -- Policy relating to recovery of erroneously awarded compensation, as required by applicable listing standards adopted pursuant to 17 CFR 240.10D-1:
+Added: 97.1 Liberty Global Ltd.
+Added: Compensation Recovery Policy*
101.SCH Inline XBRL Taxonomy Extension Schema Document*
12 unchanged sentences
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
−Removed: LIBERTY GLOBAL PLC
+Added: LIBERTY GLOBAL LTD.
February 15, 2024 /s/ BRYAN H.
9 unchanged sentences
Miranda Curtis
−Removed: DICK Director February 22, 2023
+Added: /s/ MARISA D.
+Added: DREW Director February 15, 2024
GOULD Director February 15, 2024
2 unchanged sentences
ROMRELL Director February 15, 2024
−Removed: DAVID WARGO Director February 22, 2023
−Removed: /s/ MARISA DREW Director February 22, 2023
/s/ DANIEL E.
SANCHEZ Director February 15, 2024
+Added: DAVID WARGO Director February 15, 2024
+Added: /s/ ANTHONY G.
+Added: WERNER Director February 15, 2024
/s/ CHARLES H.R.
2 unchanged sentences
Jason Waldron
+Added: LIBERTY GLOBAL LTD.
+Added: (Parent Company Information - See Notes to Consolidated Financial Statements)
+Added: CONDENSED BALANCE SHEET
+Added: (Parent Company Only)
+Added: Current assets:
+Added: Other receivables — related-party $ 4.1
+Added: Total current assets 4.1
+Added: Investments in consolidated subsidiaries, including intercompany balances
+Added: Other assets, net 17.6
+Added: Total assets $ 19,095.4
+Added: LIABILITIES AND SHAREHOLDERS’ EQUITY
+Added: Current liabilities:
+Added: Other current liabilities — related-party $ 0.6
+Added: Other accrued and current liabilities 11.3
+Added: Total current liabilities 11.9
+Added: Other long-term liabilities 20.9
+Added: Total liabilities 32.8
+Added: Commitments and contingencies
+Added: Shareholders’ equity:
+Added: Class A common shares, $ 0.01 nominal value.
+Added: Issued and outstanding 171,463,760 shares
+Added: Class B common shares, $ 0.01 nominal value.
+Added: Issued and outstanding 12,988,658 shares
+Added: Class C common shares, $ 0.01 nominal value.
+Added: Issued and outstanding 198,153,613 shares
+Added: Additional paid-in capital 1,322.6
+Added: Accumulated earnings 15,566.0
+Added: Accumulated other comprehensive earnings, net of taxes 2,170.3
+Added: Treasury shares, at cost ( 0.1 )
+Added: Total shareholders’ equity 19,062.6
+Added: Total liabilities and shareholders’ equity $ 19,095.4
+Added: LIBERTY GLOBAL LTD.
+Added: (Parent Company Information - See Notes to Consolidated Financial Statements)
+Added: CONDENSED STATEMENT OF OPERATIONS
+Added: (Parent Company Only)
+Added: Period from November 23, 2023 to December 31, 2023
+Added: Operating costs and expenses:
+Added: Selling, general and administrative $ 0.6
+Added: Operating loss ( 0.6 )
+Added: Non-operating expense:
+Added: Interest expense — related-party ( 0.3 )
+Added: Loss before income taxes and equity in loss of consolidated subsidiaries, net
+Added: Equity in loss of consolidated subsidiaries, net
+Added: Net loss $ ( 2,999.6 )
+Added: LIBERTY GLOBAL LTD.
+Added: (Parent Company Information - See Notes to Consolidated Financial Statements)
+Added: CONDENSED STATEMENT OF CASH FLOWS
+Added: (Parent Company Only)
+Added: Period from November 23, 2023 to December 31, 2023
+Added: Cash flows from operating activities:
+Added: Net loss $ ( 2,999.6 )
+Added: Adjustments to reconcile net loss to net cash provided (used) by operating activities:
+Added: Equity in loss of consolidated subsidiaries, net 2,998.7
+Added: Changes in operating assets and liabilities:
+Added: Payables and accruals 0.9
+Added: Net cash provided (used) by operating activities —
+Added: Cash flows from investing activities:
+Added: Net cash provided (used) by investing activities —
+Added: Cash flows from financing activities:
+Added: Capital contributions from consolidated subsidiaries 107.4
+Added: Repurchases of Liberty Global common shares
+Added: Net cash provided (used) by financing activities —
+Added: Net increase (decrease) in cash and cash equivalents and restricted cash
+Added: Cash and cash equivalents and restricted cash:
+Added: Beginning of period —
+Added: End of period $ —
LIBERTY GLOBAL PLC
(Parent Company Information - See Notes to Consolidated Financial Statements)
−Removed: CONDENSED BALANCE SHEETS
+Added: CONDENSED BALANCE SHEET
(Parent Company Only)
+Added: December 31, 2022
Current assets:
6 unchanged sentences
Investments in consolidated subsidiaries, including intercompany balances
−Removed: 51,050.7 52,617.8
Other assets, net 16.8
13 unchanged sentences
Shareholders’ equity:
−Removed: Class A ordinary shares, $ 0.01 nominal value.
−Removed: Issued and outstanding 171,917,370 and 174,310,558 shares, respectively
−Removed: Class B ordinary shares, $ 0.01 nominal value.
−Removed: Issued and outstanding 12,994,000 and 12,930,839 shares, respectively
−Removed: Class C ordinary shares, $ 0.01 nominal value.
−Removed: Issued and outstanding 274,436,585 and 340,114,729 shares, respectively
+Added: Class A common shares, $ 0.01 nominal value.
+Added: Issued and outstanding 171,917,370 shares
+Added: Class B common shares, $ 0.01 nominal value.
+Added: Issued and outstanding 12,994,000 shares
+Added: Class C common shares, $ 0.01 nominal value.
+Added: Issued and outstanding 274,436,585 shares
Additional paid-in capital 2,300.8
8 unchanged sentences
(Parent Company Only)
−Removed: Year ended December 31,
−Removed: 2022 2021 2020
+Added: Period from January 1, 2023 to November 22, 2023 Year ended December 31,
Operating costs and expenses:
7 unchanged sentences
Interest income — related-party 12.8 15.1 31.7
−Removed: Foreign currency transaction gains (losses), net 274.8 317.7 ( 330.2 )
+Added: Foreign currency transaction gains, net 46.5 274.8 317.7
Realized and unrealized gains on derivative instruments, net 26.5 61.5 9.0
1 unchanged sentence
( 1,309.5 ) ( 957.0 ) ( 827.1 )
−Removed: Loss before income taxes and equity in earnings (loss) of consolidated subsidiaries, net ( 1,253.2 ) ( 1,088.6 ) ( 1,466.1 )
−Removed: Equity in earnings (loss) of consolidated subsidiaries, net 2,726.4 14,530.5 ( 401.0 )
+Added: Loss before income taxes and equity in earnings of consolidated subsidiaries, net ( 1,634.0 ) ( 1,253.2 ) ( 1,088.6 )
+Added: Equity in earnings of consolidated subsidiaries, net 581.4 2,726.4 14,530.5
Income tax benefit (expense) 0.5 — ( 15.1 )
4 unchanged sentences
(Parent Company Only)
−Removed: Year ended December 31,
−Removed: 2022 2021 2020
+Added: Period from January 1, 2023 to November 22, 2023 Year ended December 31,
Cash flows from operating activities:
1 unchanged sentence
Adjustments to reconcile net earnings (loss) to net cash used by operating activities:
−Removed: Equity in loss (earnings) of consolidated subsidiaries, net ( 2,726.4 ) ( 14,530.5 ) 401.0
+Added: Equity in earnings of consolidated subsidiaries, net ( 581.4 ) ( 2,726.4 ) ( 14,530.5 )
Share-based compensation expense 55.1 28.4 49.4
2 unchanged sentences
Realized and unrealized gains on derivative instruments, net ( 26.5 ) ( 61.5 ) ( 9.0 )
−Removed: Foreign currency transaction losses (gains), net ( 274.8 ) ( 317.7 ) 330.2
+Added: Foreign currency transaction gains, net ( 46.5 ) ( 274.8 ) ( 317.7 )
Deferred income tax expense (benefit) ( 0.5 ) — 15.1
4 unchanged sentences
Cash flows from investing activities:
−Removed: Net cash received related to derivative instruments 50.0 — —
Distributions and repayments from (investments in and advances to) consolidated subsidiaries, net ( 401.0 ) 22.4 ( 274.8 )
+Added: Net cash received related to derivative instruments — 50.0 —
Cash released from the Vodafone Escrow Accounts, net
−Removed: 6.5 214.9 104.9
Other investing activities, net — — ( 0.1 )
2 unchanged sentences
Borrowings of related-party debt 2,206.1 2,187.8 2,445.3
−Removed: 2,187.8 2,445.3 2,087.5
Repayments of related-party debt ( 106.2 ) ( 26.5 ) ( 443.3 )
−Removed: ( 26.5 ) ( 443.3 ) ( 483.2 )
−Removed: Repurchases of Liberty Global ordinary shares
+Added: Repurchases of Liberty Global common shares
( 1,387.3 ) ( 1,703.4 ) ( 1,580.4 )
5 unchanged sentences
Cash and cash equivalents and restricted cash:
−Removed: Beginning of year 6.8 38.3 11.9
−Removed: End of year $ 6.9 $ 6.8 $ 38.3
−Removed: Details of end of year cash and cash equivalents and restricted cash:
+Added: Beginning of period 6.9 6.8 38.3
+Added: End of period $ 5.9 $ 6.9 $ 6.8
+Added: Details of end of period cash and cash equivalents and restricted cash:
Cash and cash equivalents $ 0.7 $ 1.8 $ 1.7
1 unchanged sentence
Total cash and cash equivalents and restricted cash $ 5.9 $ 6.9 $ 6.8
−Removed: LIBERTY GLOBAL PLC
+Added: LIBERTY GLOBAL LTD.
VALUATION AND QUALIFYING ACCOUNTS
Allowance for doubtful accounts — Trade receivables
−Removed: Balance at beginning of period Impact of adoption of ASU 2014-09 Additions to costs and expenses Acquisitions Dispositions Deductions or write-offs Foreign currency translation adjustments Balance at end of period
+Added: Balance at beginning of period Additions to costs and expenses Acquisitions Deductions or write-offs Foreign currency translation adjustments Balance at end of period
Year ended December 31:
4 unchanged sentences
Balance at beginning
−Removed: of period Impact of adoption of ASU 2016-13 Additions to
+Added: of period Additions to
expenses Foreign currency translation adjustments Balance
4 unchanged sentences
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.