Item 9A. Controls and Procedures
Item 9A. CONTROLS AND PROCEDURES
Evaluation of disclosure controls and procedures
In accordance with Exchange Act Rule 13a-15, we carried out an evaluation, under the supervision and with the participation of management, including our chief executive officer and chief financial officer (the Executives ), of the effectiveness of our disclosure controls and procedures as of December 31, 2023. In designing and evaluating the disclosure controls and procedures, the Executives recognize that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is necessarily required to apply judgment in evaluating the cost-benefit relationship of possible controls and objectives. Based on that evaluation, the Executives concluded that our disclosure controls and procedures are effective as of December 31, 2023, to provide reasonable assurance that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms.
Internal control over financial reporting
(a) Management’s Annual Report on Internal Control over Financial Reporting
Management’s annual report on internal control over financial reporting is included herein on page II-39.
(b) Audit Report of the Independent Registered Public Accounting Firm
The audit report of KPMG LLP is included herein on page II-40.
(c) Changes in Internal Control over Financial Reporting
There have been no changes in our internal controls over financial reporting identified in connection with the evaluation described above that occurred during the fourth fiscal quarter covered by this Annual Report on Form 10-K that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Item 9B. OTHER INFORMATION
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.”
Item 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
II-38
Management’s Annual Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f) of the Securities Exchange Act of 1934. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Our management assessed the effectiveness of internal control over financial reporting as of December 31, 2023, using the criteria in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, our management believes that our internal control over financial reporting was effective as of December 31, 2023. The effectiveness of our internal control over financial reporting has been audited by KPMG LLP, an independent registered public accounting firm, as stated in their report included herein.
II-39
Report of Independent Registered Public Accounting Firm
To the Shareholders and Board of Directors
Liberty Global Ltd.:
Opinion on Internal Control Over Financial Reporting
We have audited Liberty Global Ltd. 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.
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
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ KPMG LLP
Denver, Colorado
February 15, 2024
II-40
Report of Independent Registered Public Accounting Firm
To the Shareholders and Board of Directors
Liberty Global Ltd.:
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheets of Liberty Global Ltd. 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). 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.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s 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, and our report dated February 15, 2024 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
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: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. 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.
Sufficiency of audit evidence over residential and B2B (business-to-business) revenue
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. The processing and recording of residential and B2B revenue are reliant upon multiple information technology (IT) systems.
We identified the evaluation of the sufficiency of audit evidence over residential and B2B revenue as a critical audit matter. Subjective auditor judgment was required in evaluating the sufficiency of audit evidence over residential and B2B revenue
II-41
due to the large volume of data and the number and complexity of the revenue accounting systems. 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. 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. We evaluated the design and tested the operating effectiveness of certain internal controls related to the processing and recording of residential and B2B revenue. This included manual and automated controls over the IT systems used for the processing and recording of residential and B2B revenue. 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. 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. We evaluated the sufficiency of audit evidence obtained by assessing the results of procedures performed, including the relevance and reliability of evidence obtained.
Valuation of Certain Level 3 Investments Reported at Fair Value
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. 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. The market approach uses transactions with new third-party investors or market multiples of similar businesses. The income approach is a discounted cash flow model based on forecasts that uses valuation techniques.
We identified the evaluation of the valuation of level 3 investments reported at fair value as a critical audit matter. Evaluating the fair value of the Company’s level 3 investments involved a high degree of complex auditor judgment. 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. Additionally, specialized skills and knowledge were required to evaluate these fair value assumptions.
The following are the primary procedures we performed to address this critical audit matter. 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. 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. 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.
/s/ KPMG LLP
We have served as the Company’s auditor since 2004.
Denver, Colorado
February 15, 2024
II-42
LIBERTY GLOBAL LTD.
CONSOLIDATED BALANCE SHEETS
December 31,
2023 2022
in millions
ASSETS
Current assets:
Cash and cash equivalents $ 1,415.9 $ 1,726.2
Trade receivables, net (note 3)
870.1 830.6
Short-term investments (measured at fair value on a recurring basis) (note 7)
1,990.5 2,621.6
Derivative instruments (note 8)
518.1 382.7
Other current assets (notes 4 and 7)
847.0 736.3
Total current assets 5,641.6 6,297.4
Investments and related notes receivable (including $ 3,408.5 million and $ 2,271.4 million, respectively, measured at fair value on a recurring basis) (note 7)
13,396.1 14,948.5
Property and equipment, net (notes 10 and 12)
7,360.2 6,504.5
Goodwill (note 10)
10,477.0 9,316.1
Intangible assets subject to amortization, net (note 10)
2,053.6 2,342.4
Other assets, net (notes 4, 8, 12 and 13)
3,159.4 3,486.1
Total assets $ 42,087.9 $ 42,895.0
The accompanying notes are an integral part of these consolidated financial statements.
II-43
LIBERTY GLOBAL LTD.
CONSOLIDATED BALANCE SHEETS — (Continued)
December 31,
2023 2022
in millions
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable $ 689.8 $ 610.1
Deferred revenue (note 4)
249.2 264.4
Current portion of debt and finance lease obligations (notes 11 and 12)
806.8 799.7
Accrued capital expenditures 229.5 244.0
Accrued income taxes 263.9 235.6
Derivative instruments (note 8)
426.8 296.8
Other accrued and current liabilities (note 12)
1,666.8 1,470.4
Total current liabilities 4,332.8 3,921.0
Long-term debt and finance lease obligations (notes 11 and 12)
14,959.1 12,963.5
Long-term operating lease liabilities (notes 6 and 12)
1,652.1 1,645.9
Other long-term liabilities (notes 4, 8, 13 and 16)
2,136.5 1,791.2
Total liabilities 23,080.5 20,321.6
Commitments and contingencies (notes 8, 11, 12, 13, 16 and 18)
Equity (note 14):
Liberty Global shareholders:
Class A common shares, $ 0.01 nominal value. Issued and outstanding 171,463,760 and 171,917,370 shares, respectively
1.7 1.8
Class B common shares, $ 0.01 nominal value. Issued and outstanding 12,988,658 and 12,994,000 shares, respectively
0.1 0.1
Class C common shares, $ 0.01 nominal value. Issued and outstanding 198,153,613 and 274,436,585 shares, respectively
2.0 2.7
Additional paid-in capital 1,322.6 2,300.8
Accumulated earnings 15,566.0 19,617.7
Accumulated other comprehensive earnings, net of taxes 2,170.3 513.4
Treasury shares, at cost ( 0.1 ) ( 0.1 )
Total Liberty Global shareholders 19,062.6 22,436.4
Noncontrolling interests ( 55.2 ) 137.0
Total equity 19,007.4 22,573.4
Total liabilities and equity $ 42,087.9 $ 42,895.0
The accompanying notes are an integral part of these consolidated financial statements.
II-44
LIBERTY GLOBAL LTD.
CONSOLIDATED STATEMENTS OF OPERATIONS
Year ended December 31,
2023 2022 2021
in millions, except per share amounts
Revenue (notes 4, 6, 7 and 19)
$ 7,491.4 $ 7,195.7 $ 10,311.3
Operating costs and expenses (exclusive of depreciation and amortization, shown separately below):
Programming and other direct costs of services (note 12)
2,384.7 2,085.7 3,017.6
Other operating (notes 12 and 15)
1,207.1 1,088.2 1,484.6
Selling, general and administrative ( SG&A ) (notes 12 and 15)
1,761.0 1,618.5 2,154.1
Depreciation and amortization (note 10)
2,315.2 2,171.4 2,353.7
Impairment, restructuring and other operating items, net (notes 12 and 16)
67.9 85.1 ( 19.0 )
7,735.9 7,048.9 8,991.0
Operating income (loss) ( 244.5 ) 146.8 1,320.3
Non-operating income (expense):
Interest expense ( 907.9 ) ( 589.3 ) ( 882.1 )
Realized and unrealized gains (losses) on derivative instruments, net (note 8)
( 526.3 ) 1,213.1 537.3
Foreign currency transaction gains (losses), net ( 70.8 ) 1,407.2 1,324.5
Realized and unrealized gains (losses) due to changes in fair values of certain investments, net (notes 7 and 9)
( 557.3 ) ( 323.5 ) 820.6
Gains (losses) on debt extinguishment, net (note 11)
( 1.4 ) 2.8 ( 90.6 )
Share of results of affiliates, net (note 7)
( 2,019.3 ) ( 1,267.8 ) ( 175.4 )
Gain associated with the Telenet Wyre Transaction (note 5)
377.8 — —
Gain on Telenet Tower Sale (note 6)
— 700.5 —
Gain on U.K. JV Transaction (note 6)
— — 10,873.8
Gain on AtlasEdge JV Transactions (note 6)
— — 227.5
Other income, net 225.5 134.4 44.9
( 3,479.7 ) 1,277.4 12,680.5
Earnings (loss) from continuing operations before income taxes ( 3,724.2 ) 1,424.2 14,000.8
Income tax expense (note 13)
( 149.6 ) ( 318.9 ) ( 473.3 )
Earnings (loss) from continuing operations ( 3,873.8 ) 1,105.3 13,527.5
Discontinued operations (note 6):
Earnings from discontinued operations, net of taxes — 34.6 82.6
Gain on disposal of discontinued operations, net of taxes — 846.4 —
— 881.0 82.6
Net earnings (loss) ( 3,873.8 ) 1,986.3 13,610.1
Net earnings attributable to noncontrolling interests ( 177.9 ) ( 513.1 ) ( 183.3 )
Net earnings (loss) attributable to Liberty Global shareholders
$ ( 4,051.7 ) $ 1,473.2 $ 13,426.8
Basic earnings (loss) attributable to Liberty Global shareholders per share (note 3):
Continuing operations $ ( 9.52 ) $ 1.21 $ 24.01
Discontinued operations (note 6)
— 1.80 0.15
$ ( 9.52 ) $ 3.01 $ 24.16
Diluted earnings (loss) attributable to Liberty Global shareholders per share (note 3):
Continuing operations $ ( 9.52 ) $ 1.19 $ 23.45
Discontinued operations (note 6)
— 1.77 0.14
$ ( 9.52 ) $ 2.96 $ 23.59
The accompanying notes are an integral part of these consolidated financial statements.
II-45
LIBERTY GLOBAL LTD.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE EARNINGS (LOSS)
Year ended December 31,
2023 2022 2021
in millions
Net earnings (loss) $ ( 3,873.8 ) $ 1,986.3 $ 13,610.1
Other comprehensive earnings (loss), net of taxes (note 17):
Continuing operations:
Foreign currency translation adjustments 1,778.4 ( 3,214.8 ) ( 1,069.8 )
Reclassification adjustment included in net earnings (loss) (note 6)
5.7 ( 4.2 ) 1,249.3
Pension-related adjustments and other ( 128.0 ) ( 113.2 ) 80.7
Other comprehensive earnings (loss) from continuing operations 1,656.1 ( 3,332.2 ) 260.2
Other comprehensive loss from discontinued operations (note 6)
— ( 44.4 ) ( 59.9 )
Other comprehensive earnings (loss) 1,656.1 ( 3,376.6 ) 200.3
Comprehensive earnings (loss) ( 2,217.7 ) ( 1,390.3 ) 13,810.4
Comprehensive earnings attributable to noncontrolling interests ( 177.1 ) ( 515.3 ) ( 184.5 )
Comprehensive earnings (loss) attributable to Liberty Global shareholders
$ ( 2,394.8 ) $ ( 1,905.6 ) $ 13,625.9
The accompanying notes are an integral part of these consolidated financial statements.
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LIBERTY GLOBAL LTD.
CONSOLIDATED STATEMENTS OF EQUITY
Liberty Global shareholders Non-controlling
interests Total
equity
Common shares Additional
paid-in
capital Accumulated
earnings Accumulated
other
comprehensive
earnings,
net of taxes Treasury shares,
at cost Total Liberty Global
shareholders
Class A Class B Class C
in millions
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
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
Repurchases and cancellations of Liberty Global common shares (note 14)
— — ( 0.5 ) ( 1,580.6 ) — — — ( 1,581.1 ) — ( 1,581.1 )
Share-based compensation (note 15)
— — — 257.9 — — — 257.9 — 257.9
Dividend distributions by subsidiaries to noncontrolling interest owners (note 14)
— — — — — — — — ( 141.8 ) ( 141.8 )
Repurchases by Telenet of its outstanding shares
— — — ( 16.9 ) — — — ( 16.9 ) 1.6 ( 15.3 )
Adjustments due to changes in subsidiaries’ equity and other, net — — — ( 39.1 ) 25.6 — — ( 13.5 ) ( 17.0 ) ( 30.5 )
Balance at December 31, 2021
$ 1.8 $ 0.1 $ 3.4 $ 3,893.0 $ 18,144.5 $ 3,892.2 $ ( 0.1 ) $ 25,934.9 $ ( 336.9 ) $ 25,598.0
The accompanying notes are an integral part of these consolidated financial statements.
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LIBERTY GLOBAL LTD.
CONSOLIDATED STATEMENTS OF EQUITY — (Continued)
Liberty Global shareholders Non-controlling
interests Total
equity
Common shares Additional
paid-in
capital Accumulated earnings Accumulated
other
comprehensive
earnings,
net of taxes Treasury shares,
at cost Total Liberty Global
shareholders
Class A Class B Class C
in millions
Balance at January 1, 2022
$ 1.8 $ 0.1 $ 3.4 $ 3,893.0 $ 18,144.5 $ 3,892.2 $ ( 0.1 ) $ 25,934.9 $ ( 336.9 ) $ 25,598.0
Net earnings — — — — 1,473.2 — — 1,473.2 513.1 1,986.3
Other comprehensive loss, net of taxes (note 17)
— — — — — ( 3,378.8 ) — ( 3,378.8 ) 2.2 ( 3,376.6 )
Repurchases and cancellations of Liberty Global common shares (note 14)
— — ( 0.7 ) ( 1,701.9 ) — — — ( 1,702.6 ) — ( 1,702.6 )
Share-based compensation (note 15)
— — — 171.1 — — — 171.1 — 171.1
Dividend distributions by subsidiaries to noncontrolling interest owners (note 14)
— — — — — — — — ( 66.3 ) ( 66.3 )
Repurchases by Telenet of its outstanding shares
— — — ( 28.0 ) — — — ( 28.0 ) 3.1 ( 24.9 )
Adjustments due to changes in subsidiaries’ equity and other, net — — — ( 33.4 ) — — — ( 33.4 ) 21.8 ( 11.6 )
Balance at December 31, 2022
$ 1.8 $ 0.1 $ 2.7 $ 2,300.8 $ 19,617.7 $ 513.4 $ ( 0.1 ) $ 22,436.4 $ 137.0 $ 22,573.4
The accompanying notes are an integral part of these consolidated financial statements.
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LIBERTY GLOBAL LTD.
CONSOLIDATED STATEMENTS OF EQUITY — (Continued)
Liberty Global shareholders Non-controlling
interests Total
equity
Common shares Additional
paid-in
capital Accumulated
earnings Accumulated
other
comprehensive
earnings,
net of taxes Treasury shares,
at cost Total Liberty Global
shareholders
Class A Class B Class C
in millions
Balance at January 1, 2023
$ 1.8 $ 0.1 $ 2.7 $ 2,300.8 $ 19,617.7 $ 513.4 $ ( 0.1 ) $ 22,436.4 $ 137.0 $ 22,573.4
Net loss — — — — ( 4,051.7 ) — — ( 4,051.7 ) 177.9 ( 3,873.8 )
Other comprehensive earnings, net of taxes (note 17)
— — — — — 1,656.9 — 1,656.9 ( 0.8 ) 1,656.1
Repurchases and cancellations of Liberty Global common shares (note 14)
— — ( 0.7 ) ( 1,505.2 ) — — — ( 1,505.9 ) — ( 1,505.9 )
Impact of the Telenet Wyre Transaction (note 5)
— — — 708.2 — — — 708.2 329.3 1,037.5
Impact of the Telenet Takeover Bid (note 14)
— — — ( 341.5 ) — — — ( 341.5 ) ( 652.2 ) ( 993.7 )
Share-based compensation (note 15)
— — — 183.5 — — — 183.5 — 183.5
Dividend distributions by subsidiaries to noncontrolling interest owners (note 14)
— — — — — — — — ( 47.3 ) ( 47.3 )
Adjustments due to changes in subsidiaries’ equity and other, net
( 0.1 ) — — ( 23.2 ) — — — ( 23.3 ) 0.9 ( 22.4 )
Balance at December 31, 2023
$ 1.7 $ 0.1 $ 2.0 $ 1,322.6 $ 15,566.0 $ 2,170.3 $ ( 0.1 ) $ 19,062.6 $ ( 55.2 ) $ 19,007.4
The accompanying notes are an integral part of these consolidated financial statements.
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LIBERTY GLOBAL LTD.
CONSOLIDATED STATEMENTS OF CASH FLOWS
Year ended December 31,
2023 2022 2021
in millions
Cash flows from operating activities:
Net earnings (loss) $ ( 3,873.8 ) $ 1,986.3 $ 13,610.1
Earnings from discontinued operations — 881.0 82.6
Earnings (loss) from continuing operations ( 3,873.8 ) 1,105.3 13,527.5
Adjustments to reconcile earnings (loss) from continuing operations to net cash provided by operating activities of continuing operations:
Share-based compensation expense 231.0 192.1 308.1
Depreciation and amortization 2,315.2 2,171.4 2,353.7
Impairment, restructuring and other operating items, net 67.9 85.1 ( 19.0 )
Amortization of deferred financing costs and non-cash interest 65.7 31.0 31.9
Realized and unrealized losses (gains) on derivative instruments, net 526.3 ( 1,213.1 ) ( 537.3 )
Foreign currency transaction losses (gains), net 70.8 ( 1,407.2 ) ( 1,324.5 )
Realized and unrealized losses (gains) due to changes in fair values of certain investments, net 557.3 323.5 ( 820.6 )
Losses (gains) on debt extinguishment, net 1.4 ( 2.8 ) 90.6
Share of results of affiliates, net 2,019.3 1,267.8 175.4
Deferred income tax expense (benefit) ( 33.1 ) 172.5 318.2
Gain associated with the Telenet Wyre Transaction
( 377.8 ) — —
Gain on Telenet Tower Sale
— ( 700.5 ) —
Gain on U.K. JV Transaction
— — ( 10,873.8 )
Gain on AtlasEdge JV Transactions
— — ( 227.5 )
Changes in operating assets and liabilities, net of the effects of acquisitions and dispositions:
Receivables and other operating assets 1,252.1 796.3 707.1
Payables and accruals ( 1,194.2 ) ( 755.9 ) ( 872.3 )
Dividend distributions received from the VMO2 JV
427.6 454.6 214.8
Dividend distributions received from the VodafoneZiggo JV
110.2 266.6 311.7
Net cash provided by operating activities of continuing operations 2,165.9 2,786.7 3,364.0
Net cash provided by operating activities of discontinued operations — 51.1 185.0
Net cash provided by operating activities $ 2,165.9 $ 2,837.8 $ 3,549.0
The accompanying notes are an integral part of these consolidated financial statements.
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LIBERTY GLOBAL LTD.
CONSOLIDATED STATEMENTS OF CASH FLOWS — (Continued)
Year ended December 31,
2023 2022 2021
in millions
Cash flows from investing activities:
Cash paid for investments $ ( 8,130.9 ) $ ( 9,433.8 ) $ ( 7,261.8 )
Cash received from the sale of investments 6,988.6 9,213.3 6,170.8
Capital expenditures, net ( 1,386.0 ) ( 1,303.2 ) ( 1,408.0 )
Dividend distributions received from the VMO2 JV
815.2 477.9 —
Cash received (paid) in connection with acquisitions, net of cash acquired ( 114.6 ) 2.7 ( 70.8 )
Cash received in connection with the sale of UPC Poland
— 1,553.3 —
Cash received in connection with the Telenet Tower Sale
— 779.9 —
Cash released from the Vodafone Escrow Accounts, net
— 6.5 214.9
Cash and restricted cash contributed to the VMO2 JV in connection with the
U.K. JV Transaction
— — ( 3,424.0 )
Net cash received in connection with the AtlasEdge JV Transactions
— — 144.5
Loans to the VodafoneZiggo JV
— — ( 123.0 )
Net cash received in connection with the U.K. JV Transaction
— — 108.6
Other investing activities, net ( 17.3 ) — ( 96.7 )
Net cash provided (used) by investing activities of continuing operations ( 1,845.0 ) 1,296.6 ( 5,745.5 )
Net cash used by investing activities of discontinued operations — ( 15.6 ) ( 51.0 )
Net cash provided (used) by investing activities ( 1,845.0 ) 1,281.0 ( 5,796.5 )
Cash flows from financing activities:
Borrowings of debt 3,167.0 4.7 2,570.7
Operating-related vendor financing additions 648.5 522.7 1,781.6
Repayments and repurchases of debt and finance lease obligations:
Debt (excluding vendor financing) ( 1,005.4 ) ( 980.9 ) ( 1,721.0 )
Principal payments on operating-related vendor financing ( 568.8 ) ( 616.1 ) ( 1,408.0 )
Principal payments on capital-related vendor financing ( 256.1 ) ( 210.1 ) ( 964.4 )
Principal payments on finance leases ( 27.9 ) ( 62.0 ) ( 75.7 )
Repurchases of Liberty Global common shares
( 1,494.7 ) ( 1,703.4 ) ( 1,580.4 )
Acquisition of shares in connection with the Telenet Takeover Bid
( 985.7 ) — —
Net cash received (paid) related to derivative instruments ( 59.6 ) ( 50.0 ) 143.6
Dividend distributions by subsidiaries to noncontrolling interest owners ( 46.9 ) ( 61.1 ) ( 137.6 )
Other financing activities, net ( 62.8 ) ( 117.2 ) ( 121.4 )
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 )
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.
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LIBERTY GLOBAL LTD.
CONSOLIDATED STATEMENTS OF CASH FLOWS — (Continued)
Year ended December 31,
2023 2022 2021
in millions
Effect of exchange rate changes on cash and cash equivalents and restricted cash:
Continuing operations $ 62.0 $ ( 27.7 ) $ ( 6.6 )
Discontinued operations — — —
Total 62.0 ( 27.7 ) ( 6.6 )
Net increase (decrease) in cash and cash equivalents and restricted cash:
Continuing operations ( 309.5 ) 782.2 ( 3,900.7 )
Discontinued operations — 32.9 100.7
Total ( 309.5 ) 815.1 ( 3,800.0 )
Cash and cash equivalents and restricted cash:
Beginning of year 1,732.4 917.3 4,717.3
Net increase (decrease) ( 309.5 ) 815.1 ( 3,800.0 )
End of year $ 1,422.9 $ 1,732.4 $ 917.3
Cash paid for interest:
Continuing operations $ 885.2 $ 547.1 $ 830.3
Discontinued operations — 0.3 1.7
Total $ 885.2 $ 547.4 $ 832.0
Net cash paid for taxes:
Continuing operations $ 494.3 $ 164.3 $ 156.2
Discontinued operations — 7.4 34.2
Total $ 494.3 $ 171.7 $ 190.4
Details of end of year cash and cash equivalents and restricted cash:
Cash and cash equivalents $ 1,415.9 $ 1,726.2 $ 910.6
Restricted cash included in other current assets and other assets, net 7.0 6.2 6.7
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.
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LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements
December 31, 2023, 2022 and 2021
(1) Basis of Presentation
Liberty Global Ltd. ( Liberty Global ) is an international provider of broadband internet, video, fixed-line telephony and mobile communications services to residential customers and businesses in Europe.
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. (the predecessor to Liberty Global plc) and Virgin Media Inc. ( Virgin Media ). 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 ). The Redomiciliation resulted in the Liberty Global group parent company changing its jurisdiction of incorporation from England and Wales to Bermuda. 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.
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 : 50 joint venture (the VMO2 JV ) with Telefónica SA ( Telefónica ), which provides residential and B2B communication services in the United Kingdom ( U.K. ), and (b) a 50 : 50 joint venture (the VodafoneZiggo JV ) with Vodafone Group plc ( Vodafone ), which provides residential and B2B communication services in the Netherlands. 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. outside of the existing footprint of the VMO2 JV.
In October 2023, we completed the Telenet Takeover Bid (as defined and described in note 14), pursuant to which we increased our ownership interest in Telenet to 100 %.
Through March 31, 2022, we provided residential and B2B communications services in Poland through Sunrise Holding. On April 1, 2022, we completed the sale of our operations in Poland. Accordingly, in these consolidated financial statements, our operations in Poland are reflected as discontinued operations for all applicable periods. For additional information, see note 6.
Through May 31, 2021, our consolidated operations also included residential and B2B communications services provided to customers in the U.K. through Virgin Media ( Virgin Media U.K. ). On June 1, 2021, we contributed the U.K. JV Entities (as defined in note 6) to the VMO2 JV and began accounting for our 50 % interest in the VMO2 JV as an equity method investment. For additional information, see note 6.
These consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States ( GAAP ). Unless otherwise indicated, the amounts presented in these notes relate only to our continuing operations, and ownership percentages and convenience translations into United States ( U.S. ) dollars are calculated as of December 31, 2023.
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LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2023, 2022 and 2021
(2) Accounting Changes and Recent Accounting Pronouncements
Accounting Changes
ASU 2022-04
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. 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.
ASU 2021-08
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. We adopted ASU 2021-08 on January 1, 2023. 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.
ASU 2020-04
In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform : 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. In December 2022, the FASB deferred the expiration date of ASU 2020-04 from December 31, 2022 to December 31, 2024. 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.
Recent Accounting Pronouncements
ASU 2023-09
In December 2023, the FASB issued ASU No. 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. 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. There is a further requirement that public business entities will need to disclose a tabular reconciliation, using both percentages and reporting currency amounts. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024. We are currently evaluating the impact of ASU 2023-09 on our consolidated financial statements and disclosures.
ASU 2023-07
In November 2023, the FASB issued ASU No. 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. 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. 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. ASU 2023-07 is
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LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2023, 2022 and 2021
effective for fiscal years beginning after December 15, 2023 and is required to be applied on a retrospective basis. We are currently evaluating the impact of ASU 2023-07 on our consolidated financial statements and disclosures.
ASU 2023-05
In August 2023, the FASB issued ASU No. 2023-05, Business Combinations – Joint Venture Formations: 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. ASU 2023-05 requires a joint venture to measure its assets and liabilities at fair value upon formation. ASU 2023-05 is effective prospectively for joint venture formations with a formation date on or after January 1, 2025. We do not expect ASU 2023-05 to have a significant impact on our consolidated financial statements.
(3) Summary of Significant Accounting Policies
Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Estimates and assumptions are used in accounting for, among other things, the valuation of acquisition-related assets and liabilities, deferred income taxes and related valuation allowances, loss contingencies, fair value measurements, impairment assessments, capitalization of internal costs associated with construction and installation activities and the development of internal-use software, useful lives of long-lived assets, share-based compensation and actuarial liabilities associated with certain benefit plans. Actual results could differ from those estimates.
Reclassifications
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
The accompanying consolidated financial statements include our accounts and the accounts of all voting interest entities where we exercise a controlling financial interest through the ownership of a direct or indirect controlling voting interest and variable interest entities for which our company is the primary beneficiary. All significant intercompany accounts and transactions have been eliminated in consolidation.
Cash and Cash Equivalents and Restricted Cash
Cash equivalents consist of money market funds and other investments that are readily convertible into cash and have maturities of three months or less at the time of acquisition. We record money market funds at the net asset value as there are no restrictions on our ability, contractual or otherwise, to redeem our investments at the stated net asset value.
Restricted cash consists of cash held in restricted accounts, including cash held as collateral for debt and other compensating balances. Restricted cash amounts that are required to be used to purchase long-term assets or repay long-term debt are classified as long-term assets. All other cash that is restricted to a specific use is classified as current or long-term based on the expected timing of the disbursement.
Our significant non-cash investing and financing activities are disclosed in our consolidated statements of equity and in notes 6, 10, 11 and 12.
Cash Flow Statement
For purposes of our consolidated statements of cash flows, operating-related expenses financed by an intermediary are treated as constructive operating cash outflows and constructive financing cash inflows when the intermediary settles the liability with the vendor as there is no actual cash outflow until we pay the financing intermediary. When we pay the financing intermediary, we record financing cash outflows in our consolidated statements of cash flows. The capital expenditures we
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LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2023, 2022 and 2021
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.
Trade Receivables
Our trade receivables are reported net of an allowance for doubtful accounts. Such allowance aggregated $ 58.0 million and $ 43.1 million at December 31, 2023 and 2022, respectively. The allowance for doubtful accounts is based upon our current estimate of lifetime expected credit losses related to uncollectible accounts receivable. We use a number of factors in determining the allowance, including, among other things, collection trends, prevailing and anticipated economic conditions and specific customer credit risk. The allowance is maintained until either payment is received or the likelihood of collection is considered to be remote.
Concentration of credit risk with respect to trade receivables is limited due to the large number of residential and business customers. We also manage this risk by disconnecting services to customers whose accounts are delinquent.
Investments
We make elections, on an investment-by-investment basis, as to whether we measure our investments at fair value. Such elections are generally irrevocable. With the exception of those investments over which we exercise significant influence, we generally elect the fair value method. For those investments over which we exercise significant influence, we generally elect the equity method. 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. 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. 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. 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. All costs directly associated with the acquisition of an investment to be accounted for using the fair value method are expensed as incurred. In addition, any interest received on our debt securities is reported as interest income in our consolidated statements of operations. Under the equity method, investments are recorded at cost and are subsequently increased or reduced to reflect our share of net earnings or losses of the investee. All costs directly associated with the acquisition of an investment to be accounted for using the equity method are included in the carrying amount of the investment. For additional information regarding our fair value and equity method investments, see notes 7 and 9.
Under the equity method, investments, originally recorded at cost, are adjusted to recognize our share of net earnings or losses of the affiliates as they occur rather than as dividend distributions are received, with our recognition of losses generally limited to the extent of our investment in, and advances and commitments to, the investee. The portion of the difference between our investment and our share of the net assets of the investee that represents goodwill is not amortized, but continues to be considered for impairment. Profits on transactions with equity affiliates for which assets remain on our or our investee’s balance sheet are eliminated to the extent of our ownership in the investee.
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. 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.
We continually review all of our equity method investments to determine whether a decline in fair value below the cost basis is deemed other-than-temporary. The primary factors we consider in our determination are the extent and length of time
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LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2023, 2022 and 2021
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.
Realized gains and losses are determined on an average cost basis. Securities transactions are recorded on the trade date.
Financial Instruments
Due to the short maturities of cash and cash equivalents, restricted cash, short-term liquid investments, trade and other receivables, other current assets, accounts payable and other accrued and current liabilities, their respective carrying values approximate their respective fair values. For information concerning the fair values of certain of our investments, derivatives and debt, see notes 7, 8 and 11, respectively. For information regarding how we arrive at certain of our fair value measurements, see note 9.
Derivative Instruments
All derivative instruments, whether designated as hedging relationships or not, are recorded on the balance sheet at fair value. We generally do not apply hedge accounting to our derivative instruments, therefore changes in the fair value of derivative instruments are recognized in earnings or loss.
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. For additional information regarding our derivative instruments, see note 8.
Property and Equipment
Property and equipment are stated at cost less accumulated depreciation. We capitalize costs associated with the construction of new, or upgrades to existing, fixed and mobile transmission and distribution facilities, the installation of new fixed-line services and the development of internal-use software. Capitalized construction and installation costs include materials, labor and other directly attributable costs. Installation activities that are capitalized include (i) the initial connection (or drop) from our fixed-line system to a customer location, (ii) the replacement of a drop and (iii) the installation of equipment for new, or upgrades to existing, fixed-line services. The costs of other customer-facing activities, such as reconnecting and disconnecting customer locations and repairing or maintaining drops, are expensed as incurred. Interest capitalized with respect to construction activities was not material during any of the periods presented.
Capitalized internal-use software is included as a component of property and equipment. We capitalize internal and external costs directly associated with the development of internal-use software. We also capitalize costs associated with the purchase of software licenses. Maintenance and training costs, as well as costs incurred during the preliminary stage of an internal-use software development project, are expensed as incurred. 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. Equipment under finance leases is amortized on a straight-line basis over the shorter of the lease term or estimated useful life of the asset. Useful lives used to depreciate our property and equipment are assessed periodically and are adjusted when warranted. The useful lives of fixed and mobile distribution systems that are undergoing a rebuild are adjusted such that property and equipment to be retired will be fully depreciated by the time the rebuild is completed. For additional information regarding the useful lives of our property and equipment, see note 10.
Additions, replacements and improvements that extend the asset life are capitalized. Repairs and maintenance are charged to operations.
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LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2023, 2022 and 2021
We recognize a liability for asset retirement obligations in the period in which it is incurred if sufficient information is available to make a reasonable estimate of fair values. Asset retirement obligations may arise from the loss of rights of way that we obtain from local municipalities or other relevant authorities, as well as our obligations under certain lease arrangements to restore the property to its original condition at the end of the lease term. Given the nature of our operations, most of our rights of way and certain leased premises are considered integral to our business. Accordingly, for most of our rights of way and certain lease agreements, the possibility is remote that we will incur significant removal costs in the foreseeable future and, as such, we do not have sufficient information to make a reasonable estimate of fair value for these asset retirement obligations.
As of December 31, 2023 and 2022, the recorded value of our asset retirement obligations was $ 105.9 million and $ 93.0 million, respectively.
Intangible Assets
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. Customer relationships are initially recorded at their fair value in connection with business combinations.
Goodwill and other intangible assets with indefinite useful lives are not amortized, but instead are tested for impairment at least annually. Intangible assets with finite lives are amortized on a straight-line basis over their respective estimated useful lives to their estimated residual values.
For additional information regarding the useful lives of our intangible assets, see note 10.
Impairment of Property and Equipment and Intangible Assets
When circumstances warrant, we review the carrying amounts of our property and equipment and our intangible assets (other than goodwill) to determine whether such carrying amounts continue to be recoverable. Such changes in circumstance may include (i) an expectation of a sale or disposal of a long-lived asset or asset group, (ii) adverse changes in market or competitive conditions, (iii) an adverse change in legal factors or business climate in the markets in which we operate and (iv) operating or cash flow losses. For purposes of impairment testing, long-lived assets are grouped at the lowest level for which cash flows are largely independent of other assets and liabilities, generally at or below the reporting unit level (see below). If the carrying amount of the asset or asset group is greater than the expected undiscounted cash flows to be generated by such asset or asset group, an impairment adjustment is recognized. Such adjustment is measured by the amount that the carrying value of such asset or asset group exceeds its fair value. We generally measure fair value by considering (a) sale prices for similar assets, (b) discounted estimated future cash flows using an appropriate discount rate and/or (c) estimated replacement cost. Assets to be disposed of are recorded at the lower of their carrying amount or fair value less costs to sell.
We evaluate goodwill for impairment at least annually on October 1 and whenever facts and circumstances indicate that a reporting unit’s carrying amount may not be recoverable. We first make a qualitative assessment to determine if the goodwill may be impaired. If it is more-likely-than-not that a reporting unit’s fair value is less than its carrying value, we then compare the fair value of the reporting unit to its respective carrying amount. Any excess of the carrying amount over the fair value would be charged to operations as an impairment loss. A reporting unit is an operating segment or one level below an operating segment (referred to as a “component”).
Leases
For leases with a term greater than 12 months, we recognize on the lease commencement date (i) right-of-use ( ROU ) assets representing our right to use an underlying asset and (ii) lease liabilities representing our obligation to make lease payments over the lease term. Lease and non-lease components in a contract are generally accounted for separately.
We initially measure lease liabilities at the present value of the remaining lease payments over the lease term. Options to extend or terminate the lease are included only when it is reasonably certain that we will exercise that option. As most of our leases do not provide enough information to determine an implicit interest rate, we generally use a portfolio level incremental borrowing rate in our present value calculation. 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.
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LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2023, 2022 and 2021
With respect to our finance leases, (i) ROU assets are generally depreciated on a straight-line basis over the shorter of the lease term or the useful life of the asset and (ii) interest expense on the lease liability is recorded using the effective interest method. Operating lease expense is recognized on a straight-line basis over the lease term. For leases with a term of 12 months or less (short-term leases), we do not recognize ROU assets or lease liabilities. Short-term lease expense is recognized on a straight-line basis over the lease term.
Income Taxes
Income taxes are accounted for under the asset and liability method. We recognize deferred tax assets and liabilities for the future tax consequences attributable to differences between the financial statement carrying amounts and income tax basis of assets and liabilities and the expected benefits of utilizing net operating loss and tax credit carryforwards, using enacted tax rates in effect for each taxing jurisdiction in which we operate for the year in which those temporary differences are expected to be recovered or settled. We recognize the financial statement effects of a tax position when it is more-likely-than-not, based on technical merits, that the position will be sustained upon examination. Net deferred tax assets are then reduced by a valuation allowance if we believe it is more-likely-than-not such net deferred tax assets will not be realized. Certain of our valuation allowances and tax uncertainties are associated with entities that we acquired in business combinations. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in earnings or loss in the period that includes the enactment date. Deferred tax liabilities related to investments in foreign subsidiaries and foreign corporate joint ventures that are essentially permanent in duration are not recognized until it becomes apparent that such amounts will reverse in the foreseeable future. In order to be considered essentially permanent in duration, sufficient evidence must indicate that the foreign subsidiary has invested or will invest its undistributed earnings indefinitely, or that earnings will be remitted in a tax-free manner. The 2017 Tax Cuts and Jobs Act created a requirement that certain income earned by foreign subsidiaries, known as global intangible low-taxed income ( GILTI ), must be included in the gross income of their U.S. shareholder. We have elected to treat the tax effect of GILTI as a current-period expense when incurred. Interest and penalties related to income tax liabilities are included in income tax benefit or expense in our consolidated statements of operations.
For additional information regarding our income taxes, see note 13.
Foreign Currency Translation and Transactions
The reporting currency of our company is the U.S. dollar. The functional currency of our foreign operations generally is the applicable local currency for each foreign subsidiary and equity method investee. Assets and liabilities of foreign subsidiaries (including intercompany balances for which settlement is not anticipated in the foreseeable future) are translated at the spot rate in effect at the applicable reporting date. With the exception of certain material transactions, the amounts reported in our consolidated statements of operations are translated at the average exchange rates in effect during the applicable period. The resulting unrealized cumulative translation adjustment, net of applicable income taxes, is recorded as a component of accumulated other comprehensive earnings or loss in our consolidated statements of equity. With the exception of certain material transactions, the cash flows from our operations in foreign countries are translated at the average rate for the applicable period in our consolidated statements of cash flows. The impacts of material transactions generally are recorded at the applicable spot rates in our consolidated statements of operations and cash flows. The effect of exchange rates on cash balances held in foreign currencies are separately reported in our consolidated statements of cash flows.
Transactions denominated in currencies other than our or our subsidiaries’ functional currencies are recorded based on exchange rates at the time such transactions arise. Changes in exchange rates with respect to amounts recorded on our consolidated balance sheets related to these non-functional currency transactions result in transaction gains and losses that are reflected in our consolidated statements of operations as unrealized (based on the applicable period end exchange rates) or realized upon settlement of the transactions.
Revenue Recognition
Service Revenue — Fixed Networks. We recognize revenue from the provision of broadband internet, video and fixed-line telephony services over our network to customers in the period the related services are provided, with the exception of revenue recognized pursuant to certain contracts that contain promotional discounts, as described below. 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.
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LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2023, 2022 and 2021
Sale of Multiple Products and Services. We sell broadband internet, video, fixed-line telephony and, in most of our markets, mobile services to our customers in bundled packages at a rate lower than if the customer purchased each product on a standalone basis. Revenue from bundled packages generally is allocated proportionally to the individual products or services based on the relative standalone selling price for each respective product or service.
Mobile Revenue — General. Consideration from mobile contracts is allocated to the airtime service component and the handset component based on the relative standalone selling prices of each component. In markets where we offer handsets and airtime services in separate contracts entered into at the same time, we account for these contracts as a single contract.
Mobile Revenue — Airtime Services. We recognize revenue from mobile services in the period in which the related services are provided. Revenue from prepaid customers is deferred prior to the commencement of services and recognized as the services are rendered or usage rights expire.
Mobile Revenue — Handset Revenue. Revenue from the sale of handsets is recognized at the point in which the goods have been transferred to the customer. Some of our mobile handset contracts that permit the customer to take control of the handset upfront and pay for the handset in installments over a contractual period may contain a significant financing component. For contracts with terms of one year or more, we recognize any significant financing component as revenue over the contractual period using the effective interest method. We do not record the effect of a significant financing component if the contractual period is less than one year.
B2B Revenue. We defer upfront installation and certain nonrecurring fees received on B2B contracts where we maintain ownership of the installed equipment. The deferred fees are amortized into revenue on a straight-line basis, generally over the longer of the term of the arrangement or the expected period of performance. From time to time, we also enter into agreements with certain B2B customers pursuant to which they are provided the right to use certain elements of our network. If these agreements are determined to contain a lease that meets the criteria to be considered a sales-type lease, we recognize revenue from the lease component when control of the network element is transferred to the customer.
Other Revenue — Services to Affiliates. We provide certain services to the VMO2 JV and the VodafoneZiggo JV, which consist primarily of (i) technology and other services and (ii) capital-related expenditures for assets that will be used by or will otherwise benefit the VMO2 JV and the VodafoneZiggo JV. We recognize revenue from services to affiliates in the period in which the related services are provided.
Contract Costs. Incremental costs to obtain a contract with a customer, such as incremental sales commissions, are generally recognized as assets and amortized to SG&A expenses over the applicable period benefited, which generally is the contract life. If, however, the amortization period is less than one year, we expense such costs in the period incurred. Contract fulfillment costs, such as costs for installation activities for B2B customers, are recognized as assets and amortized to other operating costs over the applicable period benefited, which is generally the substantive contract term for the related service contract.
Promotional Discounts. For subscriber promotions, such as discounted or free services during an introductory period, revenue is recognized uniformly over the contractual period if the contract has substantive termination penalties. If a contract does not have substantive termination penalties, revenue is recognized only to the extent of the discounted monthly fees charged to the subscriber, if any.
Subscriber Advance Payments. Payments received in advance for the services we provide are deferred and recognized as revenue when the associated services are provided.
Sales, Use and Other Value-Added Taxes. Revenue is recorded net of applicable sales, use and other value-added taxes ( VAT ).
For additional information regarding our revenue recognition and related costs, see note 4. For additional information regarding services provided to our affiliates, see note 7. For a disaggregation of our revenue by major category and by reportable and geographic segment, see note 19.
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LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2023, 2022 and 2021
Programming Costs
Programming costs include (i) agreements to distribute channels to our customers, (ii) exhibition rights of programming content and (iii) sports rights.
Channel Distribution Agreements . Our channel distribution agreements are generally multi-year contracts for which we are charged either (i) variable rates based upon the number of subscribers or (ii) on a flat fee basis. Certain of our variable rate contracts require minimum guarantees. Programming costs under such arrangements are recorded in operating costs and expenses in our consolidated statement of operations when the programming is available for viewing.
Exhibition Rights. Our agreements for exhibition rights are generally multi-year license agreements for which we are typically charged either (i) a percentage of the revenue earned per program or (ii) a flat fee per program. The current and long-term portions of our exhibition rights acquired under licenses are recorded as other current assets and other assets, net, respectively, on our consolidated balance sheet when the license period begins and the program is available for its first showing. Capitalized exhibition rights are amortized based on the projected future showings of the content using a straight-line or accelerated method of amortization, as appropriate. Exhibition rights are regularly reviewed for impairment and held at the lower of unamortized cost or estimated net realizable value.
Sports Rights. Our sports rights agreements are generally multi-year contracts for which we are typically charged a flat fee per season. We typically pay for sports rights in advance of the respective season. The current and long-term portions of any payments made in advance of the respective season are recorded as other current assets and other assets, net, respectively, on our consolidated balance sheet and are amortized on a straight-line basis over the respective sporting season. Sports rights are regularly reviewed for impairment and held at the lower of unamortized cost or estimated net realizable value.
For additional information regarding our programming costs, see note 18.
Share-based Compensation
We recognize all share-based payments to employees, including grants of employee share-based incentive awards, based on their grant-date fair values and our estimates of forfeitures. We recognize share-based compensation expense as a charge to operations over the vesting period based on the grant-date fair value of outstanding awards, which may differ from the fair value of such awards on any given date. Our share of payroll taxes incurred in connection with the vesting or exercise of our share-based incentive awards is recorded as a component of share-based compensation expense in our consolidated statements of operations.
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.
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. 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.
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.
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.
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Notes to Consolidated Financial Statements — (Continued)
December 31, 2023, 2022 and 2021
For additional information regarding our share-based compensation, see note 15.
Litigation Costs
Legal fees and related litigation costs are expensed as incurred.
Earnings or Loss per Share
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. 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. 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:
Year ended December 31,
2023 2022 2021
in millions, except share amounts
Earnings (loss) from continuing operations $ ( 3,873.8 ) $ 1,105.3 $ 13,527.5
Net earnings from continuing operations attributable to noncontrolling interests ( 177.9 ) ( 513.1 ) ( 183.3 )
Net earnings (loss) from continuing operations attributable to Liberty Global shareholders
$ ( 4,051.7 ) $ 592.2 $ 13,344.2
Weighted average common shares outstanding (basic EPS computation)
425,679,037 489,555,582 555,695,224
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
Weighted average common shares outstanding (diluted EPS computation)
425,679,037 496,988,850 569,114,223
We reported a net loss from continuing operations attributable to Liberty Global shareholders during 2023. 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.
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.
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LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2023, 2022 and 2021
(4) Revenue Recognition and Related Costs
Contract Balances
If we transfer goods or services to a customer but do not have an unconditional right to payment, we record a contract asset. Contract assets typically arise from the uniform recognition of introductory promotional discounts over the contract period and accrued revenue for handset sales. Our contract assets were $ 45.8 million and $ 33.3 million as of December 31, 2023 and 2022, respectively. The current and long-term portions of our contract asset balances are included within other current assets and other assets, net, respectively, on our consolidated balance sheets.
We record deferred revenue when we receive payment prior to transferring goods or services to a customer. We primarily defer revenue for (i) installation and other upfront services and (ii) other services that are invoiced prior to when services are provided. 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. The long-term portions of our deferred revenue balances are included within other long-term liabilities on our consolidated balance sheets.
Contract Costs
Our aggregate assets associated with incremental costs to obtain and fulfill our contracts were $ 84.1 million and $ 69.4 million at December 31, 2023 and 2022, respectively. 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. 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
A large portion of our revenue is derived from customers who are not subject to contracts. Revenue from customers who are subject to contracts is generally recognized over the term of such contracts, which is typically 12 months for our residential service contracts, one to three years for our mobile service contracts and one to five years for our B2B service contracts.
(5) Acquisitions
Telenet Wyre Transaction . 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 ). The companies each contributed certain cable infrastructure assets with Telenet and Fluvius initially owning 66.8 % and 33.2 % of Wyre, respectively. 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. Telenet and Liberty Global began consolidating Wyre’s results upon the closing of the transaction.
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. 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. Accordingly, the pro forma effect of the Telenet Wyre Transaction is not presented herein.
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. No income taxes were required to be provided on this gain.
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LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2023, 2022 and 2021
(6) Dispositions
2022 Dispositions
UPC Poland . On April 1, 2022, we completed the sale of 100 % of our operations in Poland ( UPC Poland ) to a subsidiary of iliad S.A. ( iliad ). 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).
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. No income taxes were required to be provided on this gain.
In connection with the sale of UPC Poland, we have agreed to provide certain transitional services to iliad for a period of up to five years , depending on the service. These services principally comprise network and information technology-related functions. 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. Our operations in Poland were held through Sunrise Holding prior to the disposal date. 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. These amounts exclude intercompany revenue and expenses that are eliminated within our consolidated statements of operations.
Year ended December 31,
2022 (a) 2021
in millions
Revenue $ 109.5 $ 454.8
Operating income $ 45.0 $ 133.7
Earnings before income taxes $ 43.9 $ 130.7
Income tax expense ( 9.3 ) ( 48.1 )
Net earnings attributable to Liberty Global shareholders $ 34.6 $ 82.6
_______________
(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 . On June 1, 2022, Telenet completed the sale of substantially all of their passive infrastructure and tower assets to DigitalBridge Investments LLC ( DigitalBridge ) (the Telenet Tower Sale ). After considering working capital adjustments, we received net cash proceeds of € 733.0 million ($ 779.9 million at the transaction date). Effective with the signing of the sale and purchase agreement on March 25, 2022, we began accounting for the associated assets and liabilities as held for sale and, accordingly, we ceased to depreciate or amortize these long-lived assets.
In connection with the completion of the Telenet Tower Sale, we recognized a gain of $ 700.5 million. No income taxes were required to be provided on this gain.
As part of the Telenet Tower Sale, Telenet entered into a master lease agreement to lease back the passive infrastructure and tower assets from DigitalBridge for an initial period of 15 years (the Telenet Tower Lease Agreement ). In connection with the Telenet Tower Lease Agreement, we recorded non-cash additions to our operating lease ROU assets of $ 615.1 million and a corresponding increase to our operating lease liabilities of the same amount.
In addition, as part of the Telenet Tower Lease Agreement, Telenet has also committed to lease back 475 build-to-suit sites over the term of the lease. As of December 31, 2023, the total U.S. dollar equivalent of the estimated future payments for the
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LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2023, 2022 and 2021
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.
2021 Dispositions
U.K. JV Transaction . 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. and certain other Liberty Global subsidiaries (together, the U.K. JV Entities ) to the VMO2 JV and (ii) Telefónica contributed its U.K. mobile business to the VMO2 JV, creating a nationwide integrated communications provider (herein referred to as the “ U.K. JV Transaction ”). We account for our 50 % interest in the VMO2 JV as an equity method investment, as further described in note 7.
In connection with the U.K. 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.
In connection with the U.K. JV Transaction, we recognized a pre-tax gain of $ 10,873.8 million, net of the recognition of a cumulative foreign currency translation loss of $ 1,198.6 million. This gain was calculated by deducting the carrying value of the U.K. JV Entities (including the related foreign currency translation loss) from the sum of (i) the fair value assigned to our 50 % interest in the VMO2 JV and (ii) the net cash received pursuant to the equalization payments and recapitalization transactions described above. For information regarding our approach to the valuation of our interest in the VMO2 JV, see note 9.
A summary of the fair value of the assets and liabilities of the VMO2 JV at the June 1, 2021 transaction date is presented in the following table. The opening balance sheet presented below reflects the final purchase price allocation (in millions):
Current assets $ 4,186.7
Property and equipment, net 12,523.2
Goodwill 29,455.4
Intangible assets subject to amortization, net 13,274.6
Other assets, net 4,163.5
Current portion of debt and finance lease obligations ( 4,352.5 )
Other accrued and current liabilities ( 5,780.8 )
Long-term debt and finance lease obligations ( 21,879.2 )
Other long-term liabilities ( 2,170.9 )
Total fair value of the net assets of the VMO2 JV
$ 29,420.0
For the period prior to the June 1, 2021 completion of the U.K. JV Transaction, our consolidated statement of operations includes aggregate earnings before income taxes attributable to the U.K. JV Entities of $ 890.5 million during 2021.
Effective with the signing of the Contribution Agreement, we began accounting for the U.K. JV Entities as held for sale. Accordingly, we ceased to depreciate or amortize the long-lived assets of the U.K. JV Entities. However, the U.K. JV Entities were not presented as discontinued operations as the U.K. JV Transaction did not represent a strategic shift as defined by GAAP.
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LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
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. JV Entities, which were contributed to the VMO2 JV, are summarized below (in millions):
Assets:
Current assets (a) $ 4,868.3
Property and equipment, net 9,465.1
Goodwill 8,214.7
Other assets, net 3,086.9
Total assets (b) $ 25,635.0
Liabilities:
Current portion of debt and finance lease obligations
$ 3,220.9
Other accrued and current liabilities
2,242.0
Long-term debt and finance lease obligations
16,905.1
Other long-term liabilities
1,788.2
Total liabilities (b) $ 24,156.2
_______________
(a) Amount includes $ 3.4 billion of net proceeds from certain financing transactions completed in 2020 that were held in escrow pending the completion of the U.K. JV Transaction.
(b) The carrying amount of the net assets of $ 1,478.8 million presented above is net of the cumulative foreign currency translation loss of $ 1,198.6 million.
AtlasEdge JV Transactions . On September 1, 2021, we (i) contributed certain assets and liabilities to a newly-formed 50 : 50 joint venture (the AtlasEdge JV ) that was established for the purpose of acquiring and commercializing European technical real estate for edge colocation and hosting services and (ii) sold certain other assets to the AtlasEdge JV. In addition, we sold certain additional assets to the AtlasEdge JV during the fourth quarter of 2021. In connection with these transactions, which we collectively refer to as the “ AtlasEdge JV Transactions ”, we (a) received net cash of $ 144.5 million and (b) recognized a pre-tax gain of $ 227.5 million (net of the recognition of a cumulative foreign currency translation loss of $ 1.8 million), representing the difference between the estimated fair value and the carrying value of the net assets associated with these transactions. We account for our interest in the AtlasEdge JV as an equity method investment.
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LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2023, 2022 and 2021
(7) Investments
The details of our investments are set forth below:
December 31,
2023 2022 Ownership (a)
Accounting Method in millions %
Equity (b):
Long-term:
VMO2 JV
$ 7,248.5 $ 9,790.9 50.0
VodafoneZiggo JV (c)
2,055.4 2,345.8 50.0
AtlasEdge JV
250.8 122.2 48.1
All3Media Group ( All3Media )
144.2 143.9 50.0
Formula E Holdings Ltd ( Formula E )
99.1 87.3 35.9
nexfibre JV
55.9 52.4 25.0
Other 133.7 134.6
Total — equity 9,987.6 12,677.1
Fair value:
Short-term:
Separately-managed accounts ( SMAs ) (d)
1,990.5 2,621.6
Long-term:
Vodafone - subject to re-use rights (e)
1,168.1 — 4.9
Televisa Univision, Inc. ( Televisa Univision )
388.3 385.5 6.0
ITV plc ( ITV )
321.9 362.4 9.8
EdgeConneX, Inc. ( EdgeConneX )
318.3 183.8 5.2
SMAs (d)
285.6 233.0
Plume Design, Inc. ( Plume ) (f)
168.4 246.2 11.5
Pax8, Inc. ( Pax8 )
100.3 99.0 5.6
Lacework, Inc. ( Lacework )
94.2 242.8 3.2
CANAL+ Polska S.A. ( CANAL+ Polska )
76.4 66.1 17.0
Lions Gate Entertainment Corp. ( Lionsgate )
69.6 36.7 2.8
Aviatrix Systems, Inc. ( Aviatrix )
55.5 78.2 3.3
Other 361.9 337.7
Total — fair value 5,399.0 4,893.0
Total investments (g) $ 15,386.6 $ 17,570.1
Short-term investments $ 1,990.5 $ 2,621.6
Long-term investments $ 13,396.1 $ 14,948.5
_______________
(a) Our ownership percentages are determined based on our legal ownership as of the most recent balance sheet date or are estimated based on the number of shares we own and the most recent publicly-available information.
(b) Our equity method investments are originally recorded at cost and are adjusted to recognize our share of net earnings or losses of the affiliates as they occur rather than as dividend distributions are received, with our recognition of losses generally limited to the extent of our investment in, and loans and commitments to, the investee. Accordingly, the carrying values of our equity method investments may not equal the respective fair values. At December 31, 2023 and 2022, the aggregate carrying amounts of our equity method investments exceeded our proportionate share of the
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LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2023, 2022 and 2021
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 ). The VodafoneZiggo JV Receivables bear interest at 5.55 % and have a final maturity date of December 31, 2030. During 2023, interest accrued on the VodafoneZiggo JV Receivables was $ 55.3 million, all of which has been cash settled.
(d) Represents investments held under SMAs, which are maintained by investment managers acting as agents on our behalf. 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. 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.
(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. 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 ). 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. Under the terms of the Vodafone Collar, the counterparty has the right to re-use pledged Vodafone shares. At December 31, 2023, after consideration of the Vodafone Collar Transaction, the net fair value of our investment in Vodafone is $ 115.5 million. 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.
(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.
(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.
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LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2023, 2022 and 2021
Equity Method Investments
The following table sets forth the details of our share of results of affiliates, net:
Year ended December 31,
2023 2022 2021
in millions
VMO2 JV (a)
$ ( 1,723.1 ) $ ( 1,396.6 ) $ ( 97.2 )
VodafoneZiggo JV (b)
( 196.7 ) 241.2 ( 32.0 )
nexfibre JV
( 34.7 ) 25.2 —
AtlasEdge JV
( 31.1 ) ( 23.3 ) ( 5.8 )
Formula E
( 19.4 ) ( 20.2 ) ( 2.5 )
Streamz B.V. ( Streamz ) (c)
( 6.9 ) ( 35.2 ) ( 0.7 )
All3Media
4.0 ( 10.0 ) ( 17.4 )
Eltrona Interdiffusion S.A. ( Eltrona ) (d)
— ( 34.2 ) ( 17.2 )
Other ( 11.4 ) ( 14.7 ) ( 2.6 )
Total $ ( 2,019.3 ) $ ( 1,267.8 ) $ ( 175.4 )
_______________
(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. 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.
(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.
VMO2 JV
On June 1, 2021, we completed the U.K. JV Transaction. Each of Liberty Global and Telefónica (each a “ U.K. JV Shareholder ”) holds 50 % of the issued share capital of the VMO2 JV . The U.K. JV Shareholders intend for the VMO2 JV to be funded solely from its net cash flows from operations and third-party financing. We account for our 50 % interest in the VMO2 JV as an equity method investment and consider the VMO2 JV to be a related party. For additional information regarding the U.K. JV Transaction, see note 6.
In connection with the formation of the VMO2 JV, the U.K. JV Shareholders entered into an agreement (the U.K. JV Shareholders Agreement ) that contains customary provisions for the governance of a 50 : 50 joint venture and provides Liberty Global and Telefónica with joint control over decision making with respect to the VMO2 JV.
The U.K. JV Shareholders Agreement also provides (i) for a dividend distribution policy that requires the VMO2 JV to distribute all unrestricted cash to the U.K. JV Shareholders on a pro rata basis (subject to the VMO2 JV maintaining a minimum amount of cash and complying with the terms of its financing arrangements) and (ii) that the VMO2 JV will be managed with a leverage ratio between 4.0 and 5.0 times EBITDA (as calculated pursuant to its existing financing arrangements), with the VMO2 JV undertaking periodic recapitalizations and/or refinancings accordingly. During 2023 and 2022, we received dividend distributions from the VMO2 JV aggregating $ 1,242.8 million and $ 932.5 million, respectively, of which
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LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2023, 2022 and 2021
$ 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.
Each U.K. JV Shareholder has the right to initiate an initial public offering ( IPO ) of the VMO2 JV after the third anniversary of the closing, with the opportunity for the other U.K. JV Shareholder to sell shares in the IPO on a pro rata basis. Subject to certain exceptions, the U.K. JV Shareholders Agreement prohibits transfers of interests in the VMO2 JV to third parties until the fifth anniversary of the closing. After the fifth anniversary, each U.K. JV Shareholder will be able to initiate a sale of all of its interest in the VMO2 JV to a third party and, under certain circumstances, initiate a sale of the entire VMO2 JV; subject, in each case, to a right of first offer in favor of the other U.K. JV Shareholder.
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. JV Services ). Pursuant to the terms of the U.K. 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. The U.K. 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. Liberty Global charges both fixed and variable fees to the VMO2 JV for the U.K. JV Services it provides during the term of the U.K. JV Framework Agreement. We recorded revenue related to the U.K. JV Services of $ 190.1 million, $ 251.2 million and $ 170.1 million during 2023, 2022 and 2021, respectively. 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. 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. 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. Subject to forfeitures, 66.7 % of each participant’s payout will be earned on January 1, 2024 with the remainder earned on December 31, 2024. The 2022 VMO2 LTIP awards are liability classified due to the fact that the final payout will be a fixed monetary amount settled in a variable number of shares. At December 31, 2023, the estimated fair value of Liberty Global’s share of the final payout under the 2022 VMO2 LTIP was $ 17.4 million. As the VMO2 JV will reimburse the U.K. 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.
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. 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. 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. 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.
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LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2023, 2022 and 2021
The summarized results of operations of the VMO2 JV are set forth below:
Year ended December 31,
2023 2022 2021 (a)
in millions
Revenue $ 13,574.1 $ 12,857.2 $ 8,522.9
Loss before income taxes $ ( 3,728.8 ) $ ( 3,012.8 ) $ ( 351.6 )
Net loss $ ( 3,438.6 ) $ ( 3,042.0 ) $ ( 173.2 )
_______________
(a) Includes the operating results of the VMO2 JV for the period from June 1, 2021 through December 31, 2021.
The summarized financial position of the VMO2 JV is set forth below:
December 31,
2023 2022
in millions
Current assets $ 5,237.8 $ 4,056.0
Long-term assets 42,801.6 45,753.3
Total assets $ 48,039.4 $ 49,809.3
Current liabilities $ 9,465.8 $ 8,349.7
Long-term liabilities 24,075.9 21,877.6
Owners’ equity 14,497.7 19,582.0
Total liabilities and owners’ equity $ 48,039.4 $ 49,809.3
VodafoneZiggo JV
Each of Liberty Global and Vodafone (each a “ NL JV Shareholder ”) holds 50 % of the issued share capital of the VodafoneZiggo JV. 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.
In connection with the formation of the VodafoneZiggo JV, the NL JV Shareholders entered into an agreement (the NL Shareholders Agreement ) that contains customary provisions for the governance of a 50 : 50 joint venture and provides Liberty Global and Vodafone with joint control over decision making with respect to the VodafoneZiggo JV.
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.
Each NL JV Shareholder has the right to initiate an IPO of the VodafoneZiggo JV, with the opportunity for the other NL JV Shareholder to sell shares in the IPO on a pro rata basis. 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.
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LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
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 ). The NL 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 VodafoneZiggo JV. Liberty Global charges both fixed and usage-based fees to the VodafoneZiggo JV for the NL JV Services provided during the term of the NL JV Framework Agreement. 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. 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.
The summarized results of operations of the VodafoneZiggo JV are set forth below:
Year ended December 31,
2023 2022 2021
in millions
Revenue $ 4,450.5 $ 4,284.6 $ 4,824.2
Earnings (loss) before income taxes $ ( 614.6 ) $ 608.3 $ ( 90.8 )
Net earnings (loss) $ ( 510.0 ) $ 394.7 $ ( 163.1 )
The summarized financial position of the VodafoneZiggo JV is set forth below:
December 31,
2023 2022
in millions
Current assets $ 923.6 $ 815.5
Long-term assets 18,790.5 19,396.4
Total assets
$ 19,714.1 $ 20,211.9
Current liabilities $ 2,727.5 $ 2,719.2
Long-term liabilities 14,795.2 14,652.3
Owners’ equity 2,191.4 2,840.4
Total liabilities and owners’ equity
$ 19,714.1 $ 20,211.9
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LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2023, 2022 and 2021
Fair Value Investments
The following table sets forth the details of our realized and unrealized gains (losses) due to changes in fair values of certain investments, net:
Year ended December 31,
2023 2022 2021
in millions
Vodafone
$ ( 362.4 ) $ — $ —
Lacework
( 148.6 ) ( 26.3 ) 223.9
EdgeConneX
122.3 43.4 28.9
Plume
( 77.8 ) ( 55.4 ) 219.5
ITV
( 40.5 ) ( 233.9 ) 15.3
Lionsgate
32.9 ( 69.2 ) 33.9
SMAs
( 26.4 ) ( 49.1 ) ( 10.1 )
Aviatrix
( 22.7 ) — 65.4
Televisa Univision
( 9.9 ) 23.1 301.6
Pax8
1.3 79.3 —
Skillz Inc. ( Skillz ) (a)
— ( 34.7 ) ( 100.4 )
TiBiT Communications, Inc. ( TiBiT ) (b)
— 26.4 —
Other, net (c) ( 25.5 ) ( 27.1 ) 42.6
Total $ ( 557.3 ) $ ( 323.5 ) $ 820.6
_______________
(a) We completed the sale of our investment in Skillz during the first quarter of 2023.
(b) Our investment in TiBiT was sold during the fourth quarter of 2022.
(c) 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.
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LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2023, 2022 and 2021
Debt Securities
The following tables set forth a summary of our debt securities at December 31, 2023 and 2022:
December 31, 2023
Amortized cost basis Accumulated unrealized gains Fair value
in millions
Commercial paper $ 1,066.5 $ ( 0.1 ) $ 1,066.4
Government bonds 504.7 0.3 505.0
Certificates of deposit 373.1 0.1 373.2
Corporate debt securities 226.6 ( 0.1 ) 226.5
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
_______________
(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. For further information regarding our fair value measurements, see note 9. 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). 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. While the structured note itself contains leverage, our at-risk investment is the estimated fair value as reported. 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:
Proportion of debt associated with the return on the leveraged structured note
Subsidiary:
Sunrise Holding
32.91 %
Telenet 28.23 %
Affiliate:
VMO2 JV
31.49 %
VodafoneZiggo JV
7.37 %
Total 100.00 %
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LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2023, 2022 and 2021
December 31, 2022
Amortized cost basis Accumulated unrealized losses Fair value
in millions
Commercial paper $ 881.1 $ 2.1 $ 883.2
Government bonds 697.0 ( 1.4 ) 695.6
Certificates of deposit 520.5 ( 0.6 ) 519.9
Corporate debt securities 405.3 ( 4.8 ) 400.5
Other debt securities 355.0 0.4 355.4
Total debt securities $ 2,858.9 $ ( 4.3 ) $ 2,854.6
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. 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):
Due in one year or less $ 1,990.5
Due in one to five years 284.7
Due in five to ten years 0.9
Total (a) $ 2,276.1
_______________
(a) The weighted average life of our total debt securities was 0.6 years as of December 31, 2023.
Our investment portfolio is subject to various macroeconomic pressures and has experienced significant volatility, which affects both our non-public and publicly-traded investments. 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.
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LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2023, 2022 and 2021
(8) Derivative Instruments
In general, we enter into derivative instruments to protect against (i) increases in the interest rates on our variable-rate debt, (ii) foreign currency movements, particularly with respect to borrowings that are denominated in a currency other than the functional currency of the borrowing entity, and (iii) decreases in the market prices of certain publicly traded securities that we own. In this regard, through our subsidiaries, we have entered into various derivative instruments to manage interest rate exposure and foreign currency exposure, primarily with respect to the U.S. dollar ( $ ), the euro ( € ), the British pound sterling ( £ ) and the Swiss franc ( CHF ). Generally, we do not apply hedge accounting to our derivative instruments. Accordingly, changes in the fair values of most of our derivative instruments are recorded in realized and unrealized gains or losses on derivative instruments, net, in our consolidated statements of operations.
The following table provides details of the fair values of our derivative instrument assets and liabilities:
December 31, 2023 December 31, 2022
Current Long-term Total Current Long-term Total
in millions
Assets (a):
Cross-currency and interest rate derivative contracts (b)
$ 515.6 $ 427.5 $ 943.1 $ 381.4 $ 1,087.6 $ 1,469.0
Equity-related derivative instruments (c)
— 310.7 310.7 — — —
Foreign currency forward and option contracts
2.3 0.6 2.9 1.0 — 1.0
Other 0.2 — 0.2 0.3 — 0.3
Total $ 518.1 $ 738.8 $ 1,256.9 $ 382.7 $ 1,087.6 $ 1,470.3
Liabilities (a):
Cross-currency and interest rate derivative contracts (b)
$ 369.9 $ 948.5 $ 1,318.4 $ 286.5 $ 449.0 $ 735.5
Equity-related derivative instruments (c)
47.4 — 47.4 — — —
Foreign currency forward and option contracts
9.5 4.5 14.0 10.3 1.3 11.6
Total $ 426.8 $ 953.0 $ 1,379.8 $ 296.8 $ 450.3 $ 747.1
_______________
(a) Our long-term derivative assets and long-term derivative liabilities are included in other assets, net , and other long-term liabilities , respectively, on our consolidated balance sheets.
(b) We consider credit risk relating to our and our counterparties’ nonperformance in the fair value assessment of our derivative instruments. In all cases, the adjustments take into account offsetting liability or asset positions within each of our subsidiary borrowing groups (as defined and described in note 11). The changes in the credit risk valuation adjustments associated with our cross-currency and interest rate derivative contracts resulted in net gains (losses) of $ 36.9 million, ($ 16.6 million) and ($ 10.7 million) during 2023, 2022 and 2021, respectively. These amounts are included in realized and unrealized gains (losses) on derivative instruments, net, in our consolidated statements of operations. For further information regarding our fair value measurements, see note 9.
(c) Our equity-related derivative instruments include the Vodafone Collar. 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.
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LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2023, 2022 and 2021
The details of our realized and unrealized gains (losses) on derivative instruments, net, are as follows:
Year ended December 31,
2023 2022 2021
in millions
Cross-currency and interest rate derivative contracts $ ( 785.4 ) $ 1,185.5 $ 578.9
Equity-related derivative instruments:
Vodafone Collar
258.5 — —
ITV Collar
— — ( 11.8 )
Total equity-related derivative instruments 258.5 — ( 11.8 )
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
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. The following table sets forth the classification of the net cash inflows of our derivative instruments:
Year ended December 31,
2023 2022 2021
in millions
Operating activities $ 390.9 $ 75.3 $ ( 22.5 )
Investing activities 2.1 40.9 ( 107.1 )
Financing activities ( 59.6 ) ( 50.0 ) 143.6
Total $ 333.4 $ 66.2 $ 14.0
Counterparty Credit Risk
We are exposed to the risk that the counterparties to the derivative instruments of our subsidiary borrowing groups will default on their obligations to us. We manage these credit risks through the evaluation and monitoring of the creditworthiness of, and concentration of risk with, the respective counterparties. In this regard, credit risk associated with our derivative instruments is spread across a relatively broad counterparty base of banks and financial institutions, however notwithstanding, given the size of our derivative portfolio, the default of certain counterparties could have a significant impact on our consolidated statements of operations. Collateral is generally not posted by either party under our derivative instruments. At December 31, 2023, our exposure to counterparty credit risk included derivative assets with an aggregate fair value of $ 232.9 million.
Each of our subsidiary borrowing groups have entered into derivative instruments under master agreements with each counterparty that contain master netting arrangements that are applicable in the event of early termination by either party to such derivative instrument. The master netting arrangements are limited to the derivative instruments governed by the relevant master agreement within each individual borrowing group and are independent of similar arrangements of our other subsidiary borrowing groups.
Under our derivative contracts, it is generally only the non-defaulting party that has a contractual option to exercise early termination rights upon the default of the other counterparty and to set off other liabilities against sums due upon such termination. 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. Alternatively, or in addition, the insolvency laws of certain jurisdictions may require the mandatory set off of
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LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2023, 2022 and 2021
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. To the extent that we are required to make such payments, our ability to do so will depend on our liquidity and capital resources at the time. In an insolvency of a defaulting counterparty, we will be an unsecured creditor in respect of any amount owed to us by the defaulting counterparty, except to the extent of the value of any collateral we have obtained from that counterparty.
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.
Details of our Derivative Instruments
Cross-currency Derivative Contracts
We generally match the denomination of our subsidiaries’ borrowings with the functional currency of the supporting operations or, when it is more cost effective, we provide for an economic hedge against foreign currency exchange rate movements by using derivative instruments to synthetically convert unmatched debt into the applicable underlying currency. At December 31, 2023, substantially all of our debt was either directly or synthetically matched to the applicable functional currencies of the underlying operations. The following table sets forth the total notional amounts and the related weighted average remaining contractual lives of our cross-currency swap contracts at December 31, 2023:
Notional amount due from counterparty Notional amount due
to counterparty Weighted average remaining life
in millions in years
Sunrise Holding
$ 250.0 € 220.6 1.8
$ 4,275.0 CHF 3,912.7 (a) 4.7
€ 1,952.6 CHF 2,176.5 3.2
Telenet
$ 3,940.0 € 3,489.6 (a) 3.1
€ 45.2 $ 50.0 (b) 1.1
_______________
(a) Includes certain derivative instruments that are “forward-starting,” such that the initial exchange occurs at a date subsequent to December 31, 2023. These instruments are typically entered into in order to extend existing hedges without the need to amend existing contracts.
(b) Includes certain derivative instruments that do not involve the exchange of notional amounts at the inception and maturity of the instruments. Accordingly, the only cash flows associated with these derivative instruments are coupon-related payments and receipts.
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LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2023, 2022 and 2021
Interest Rate Swap Contracts
The following table sets forth the total U.S. dollar equivalents of the notional amounts and the related weighted average remaining contractual lives of our interest rate swap contracts at December 31, 2023:
Pays fixed rate Receives fixed rate
Notional
amount Weighted average remaining life Notional
amount Weighted average remaining life
in millions in years in millions in years
Sunrise Holding
$ 3,672.7 (a) 2.6 $ 3,383.6 2.6
Telenet
$ 2,513.3 4.0 $ 298.7 1.1
Other (b) $ — — $ 26.2 1.7
______________
(a) Includes forward-starting derivative instruments.
(b) Represents contracts associated with our investment in a leveraged structured note. For additional information, see note 7.
Basis Swaps
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. We typically enter into these swaps to optimize our interest rate profile based on our current evaluations of yield curves, our risk management policies and other factors. The following table sets forth the total U.S. dollar equivalents of the notional amounts and related weighted average remaining contractual lives of our basis swap contracts at December 31, 2023:
Notional amount due from counterparty Weighted average remaining life
in millions in years
Sunrise Holding
$ 3,626.4 —
Telenet
$ 3,523.2 0.4
VM Ireland
$ 995.8 —
Interest Rate Caps, Floors and Collars
From time to time, we enter into interest rate cap, floor and collar agreements. Purchased interest rate caps and collars lock in a maximum interest rate if variable rates rise, but also allow our company to benefit, to a limited extent in the case of collars, from declines in market rates. Purchased interest rate floors protect us from interest rates falling below a certain level, generally to match a floating rate floor on a debt instrument. At December 31, 2023, we had no interest rate collar agreements, and the total U.S. dollar equivalents of the notional amounts of our purchased interest rate caps and floors were $ 1.3 billion and $ 6.0 billion, respectively.
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LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2023, 2022 and 2021
Impact of Derivative Instruments on Borrowing Costs
The impact of the derivative instruments that mitigate our foreign currency and interest rate risk, as described above, on our borrowing costs is as follows:
Decrease to
borrowing costs at December 31, 2023 (a)
Sunrise Holding
( 3.57 ) %
VM Ireland ( 3.51 ) %
Telenet ( 2.97 ) %
Total decrease to borrowing costs ( 3.31 ) %
_______________
(a) Represents the effect of derivative instruments in effect at December 31, 2023 and does not include forward-starting derivative instruments.
Foreign Currency Forwards and Options
Certain of our subsidiaries enter into foreign currency forward and option contracts with respect to non-functional currency exposure, including hedges of the proceeds from the sale of UPC Poland. As of December 31, 2023, the total U.S. dollar equivalent of the notional amounts of our foreign currency forward and option contracts was $ 820.6 million.
Equity-related Derivative Instruments
Vodafone Collar and Vodafone Collar Loan. 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. The Vodafone Collar is comprised of (i) purchase put options that we can exercise and (ii) written call options exercisable by the counterparty. 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. For additional information regarding our investment in Vodafone, see note 7.
The Vodafone Collar Transaction also provided us with the ability to effectively finance the purchase of the Vodafone shares. 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. At December 31, 2023, borrowings under the Vodafone Collar Loan were collateralized by our Vodafone shares. 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 %). 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. 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. 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
We use the fair value method to account for (i) certain of our investments and (ii) our derivative instruments. The reported fair values of these investments and derivative instruments as of December 31, 2023 are unlikely to represent the value that will be paid or received upon the ultimate settlement or disposition of these assets and liabilities.
GAAP provides for a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. 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. Level 2 inputs are inputs other than quoted market prices included
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LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2023, 2022 and 2021
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. 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. These inputs, or interpolations or extrapolations thereof, are used in our internal models to calculate, among other items, yield curves, forward interest and currency rates and weighted average cost of capital rates. In the normal course of business, we receive market value assessments from the counterparties to our derivative contracts. Although we compare these assessments to our internal valuations and investigate unexpected differences, we do not otherwise rely on counterparty quotes to determine the fair values of our derivative instruments. The midpoints of applicable bid and ask ranges generally are used as inputs for our internal valuations.
For our investments in publicly-traded companies, the recurring fair value measurements are based on the quoted closing price of the respective shares at each reporting date. Accordingly, the valuations of these investments fall under Level 1 of the fair value hierarchy. Our other investments that we account for at fair value are privately-held companies, and therefore, quoted market prices are unavailable. 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. 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. Therefore, the valuation of our privately-held investments falls under Level 3 of the fair value hierarchy. Any reasonably foreseeable changes in assumed levels of unobservable inputs for the valuations of our Level 3 investments would not be expected to have a material impact on our financial position or results of operations.
The recurring fair value measurements of our equity-related derivative instruments are based on standard option pricing models, which require the input of observable and unobservable variables such as exchange-traded equity prices, risk-free interest rates, dividend forecasts and forecasted volatilities of the underlying equity securities. The valuations of our equity-related derivative instruments are based on a combination of Level 1 inputs (exchange-traded equity prices), Level 2 inputs (interest rate futures and swap rates) and Level 3 inputs (forecasted volatilities). 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. 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. The recurring fair value measurements of these instruments are determined using discounted cash flow models. 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. 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. We classify deal-contingent hedges under Level 3 of the fair value hierarchy, as we adjust the valuations to reflect an internal judgement of the probability of the completion of the deal, which is unobservable. We use a Monte Carlo based approach to incorporate a credit risk valuation adjustment in our fair value measurements to estimate the impact of both our own nonperformance risk and the nonperformance risk of our counterparties. The inputs used for our credit risk valuations, including our and our counterparties’ credit spreads, represent our most significant Level 3 inputs, and these inputs are used to derive the credit risk valuation adjustments with respect to these instruments. 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. Our credit risk valuation adjustments with respect to our cross-currency and interest rate swap contracts are quantified and further explained in note 8.
Fair value measurements are also used for nonrecurring valuations performed in connection with acquisition accounting and impairment assessments. These nonrecurring valuations include the valuation of reporting units, customer relationships and other intangible assets, property and equipment and the implied value of goodwill. 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
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LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2023, 2022 and 2021
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. The valuation of customer relationships is primarily based on an excess earnings methodology, which is a form of a discounted cash flow analysis. The excess earnings methodology requires us to estimate the specific cash flows expected from the customer relationship, considering such factors as estimated customer life, the revenue expected to be generated over the life of the customer relationship, contributory asset charges and other factors. Tangible assets are typically valued using a replacement or reproduction cost approach, considering factors such as current prices of the same or similar equipment, the age of the equipment and economic obsolescence. The implied value of goodwill is determined by allocating the fair value of a reporting unit to all of the assets and liabilities of that unit as if the reporting unit had been acquired in a business combination, with the residual amount allocated to goodwill. Most of our nonrecurring valuations use significant unobservable inputs and therefore fall under Level 3 of the fair value hierarchy. During 2023, we performed a nonrecurring valuation in association with the Telenet Wyre Transaction. 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.
A summary of our assets and liabilities that are measured at fair value on a recurring basis is as follows:
Fair value measurements at
December 31, 2023 using:
Description December 31,
2023 Quoted prices
in active
markets for
identical assets
(Level 1) Significant
other
observable
inputs
(Level 2) Significant
unobservable
inputs
(Level 3)
in millions
Assets:
Derivative instruments:
Cross-currency and interest rate derivative contracts $ 943.1 $ — $ 943.1 $ —
Equity-related derivative instruments 310.7 — — 310.7
Foreign currency forward and option contracts 2.9 — 2.9 —
Other 0.2 — 0.2 —
Total derivative instruments 1,256.9 — 946.2 310.7
Investments:
SMAs
2,276.1 483.7 1,792.4 —
Other investments 3,122.9 1,559.7 0.1 1,563.1
Total investments 5,399.0 2,043.4 1,792.5 1,563.1
Total assets $ 6,655.9 $ 2,043.4 $ 2,738.7 $ 1,873.8
Liabilities:
Derivative instruments:
Cross-currency and interest rate derivative contracts $ 1,318.4 $ — $ 1,318.4 $ —
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
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LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2023, 2022 and 2021
Fair value measurements at
December 31, 2022 using:
Description December 31,
2022 Quoted prices
in active
markets for
identical assets
(Level 1) Significant
other
observable
inputs
(Level 2) Significant
unobservable
inputs
(Level 3)
in millions
Assets:
Derivative instruments:
Cross-currency and interest rate derivative contracts $ 1,469.0 $ — $ 1,469.0 $ —
Foreign currency forward and option contracts 1.0 — 1.0 —
Other 0.3 — 0.3 —
Total derivative instruments 1,470.3 — 1,470.3 —
Investments:
SMAs
2,854.6 943.2 1,911.4 —
Other investments 2,038.4 399.3 0.1 1,639.0
Total investments 4,893.0 1,342.5 1,911.5 1,639.0
Total assets $ 6,363.3 $ 1,342.5 $ 3,381.8 $ 1,639.0
Liabilities:
Derivative instruments:
Cross-currency and interest rate derivative contracts $ 735.5 $ — $ 735.5 $ —
Foreign currency forward and option contracts 11.6 — 11.6 —
Total liabilities $ 747.1 $ — $ 747.1 $ —
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:
Investments Equity-related
derivative
instruments Total
in millions
Balance of net assets at January 1, 2023
$ 1,639.0 $ — $ 1,639.0
Gains (losses) included in earnings from continuing operations (a):
Realized and unrealized gains on derivative instruments, net — 258.5 258.5
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 )
Foreign currency translation adjustments and other, net 31.3 4.8 36.1
Balance of net assets at December 31, 2023 (b)
$ 1,563.1 $ 263.3 $ 1,826.4
_______________
(a) Amounts primarily relate to assets and liabilities that we continue to carry on our consolidated balance sheet as of December 31, 2023.
(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.
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LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2023, 2022 and 2021
(10) Long-lived Assets
Property and Equipment, Net
The details of our property and equipment and the related accumulated depreciation are set forth below:
Estimated
useful life at
December 31, 2023
December 31,
2023 2022
in millions
Distribution systems
3 to 30 years
$ 10,638.0 $ 9,134.3
Support equipment, buildings and land
3 to 33 years
4,116.0 4,067.2
Customer premises equipment 4 to 7 years
1,354.7 1,338.1
Total property and equipment, gross
16,108.7 14,539.6
Accumulated depreciation
( 8,748.5 ) ( 8,035.1 )
Total property and equipment, net
$ 7,360.2 $ 6,504.5
Depreciation expense related to our property and equipment was $ 1,856.9 million, $ 1,727.7 million and $ 1,883.2 million during 2023, 2022 and 2021, respectively.
During 2023, 2022 and 2021, we recorded non-cash increases to our property and equipment related to vendor financing arrangements (including amounts related to the U.K. JV Entities through the closing of the U.K. JV Transaction) of $ 178.4 million, $ 182.8 million and $ 661.1 million, respectively, which exclude related VAT of $ 18.4 million, $ 21.2 million and $ 84.7 million, respectively, that were also financed under these arrangements.
Goodwill
Changes in the carrying amount of our goodwill during 2023 are set forth below:
January 1,
2023
Acquisitions
and related
adjustments Foreign currency translation adjustments and other December 31,
2023
in millions
Sunrise $ 6,515.1 $ 11.7 $ 641.9 $ 7,168.7
Telenet 2,480.2 555.1 ( 58.4 ) 2,976.9
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
If, among other factors, the adverse impacts of economic, competitive, regulatory or other factors were to cause our results of operations or cash flows to be worse than anticipated, we could conclude in future periods that impairment charges are required in order to reduce the carrying values of our goodwill and, to a lesser extent, other long-lived assets. Any such impairment charges could be significant.
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LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2023, 2022 and 2021
Changes in the carrying amount of our goodwill during 2022 are set forth below:
January 1,
2022
Acquisitions
and related
adjustments Foreign
currency
translation
adjustments and other December 31,
2022
in millions
Sunrise $ 6,590.5 $ — $ ( 75.4 ) $ 6,515.1
Telenet 2,591.8 39.0 ( 150.6 ) 2,480.2
VM Ireland 275.9 — ( 16.4 ) 259.5
Central and Other
65.2 — ( 3.9 ) 61.3
Total $ 9,523.4 $ 39.0 $ ( 246.3 ) $ 9,316.1
Intangible Assets Subject to Amortization, Net
The details of our intangible assets subject to amortization are set forth below:
Estimated useful life at December 31, 2023 December 31, 2023 December 31, 2022
Gross carrying amount Accumulated amortization Net carrying amount Gross carrying amount Accumulated amortization Net carrying amount
in millions
Customer relationships
5 to 11 years
$ 2,489.5 $ ( 1,370.8 ) $ 1,118.7 $ 2,289.9 $ ( 932.2 ) $ 1,357.7
Other 2 to 20 years
1,538.3 ( 603.4 ) 934.9 1,467.2 ( 482.5 ) 984.7
Total $ 4,027.8 $ ( 1,974.2 ) $ 2,053.6 $ 3,757.1 $ ( 1,414.7 ) $ 2,342.4
During the third quarter of 2022, Telenet acquired certain mobile spectrum licenses. In connection with this transaction, we recorded a non-cash increase of $ 384.1 million to our intangible assets subject to amortization.
Amortization expense related to intangible assets with finite useful lives was $ 458.3 million, $ 443.7 million and $ 470.5 million during 2023, 2022 and 2021, respectively. Based on our amortizable intangible asset balance at December 31, 2023, we expect that amortization expense will be as follows for the next five years and thereafter (in millions):
2024 $ 488.5
2025 482.7
2026 416.9
2027 94.3
2028 90.4
Thereafter 480.8
Total $ 2,053.6
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LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2023, 2022 and 2021
(11) Debt
The U.S. dollar equivalents of the components of our debt are as follows:
December 31, 2023 Principal amount
Weighted
average
interest
rate (a) Unused borrowing capacity (b)
Borrowing currency U.S. $
equivalent
December 31,
2023 2022
in millions
Sunrise Holding Bank Facility (c)
7.72 % € 725.0 $ 802.2 $ 3,626.4 $ 3,587.7
Sunrise Holding SPE Notes
4.56 % — — 1,664.9 1,651.6
Sunrise Holding Senior Notes 4.76 % — — 826.1 814.2
Telenet Credit Facility (d)
6.96 % € 645.0 713.7 4,507.9 3,483.9
Telenet Senior Secured Notes
4.75 % — — 1,597.6 1,578.4
VM Ireland Credit Facility (e)
7.35 % € 100.0 110.6 995.8 963.9
Vodafone Collar Loan (f) 2.95 % — — 1,391.9 —
Vendor financing (g) 4.91 % — — 768.7 704.7
Other (h) 6.22 % — — 478.3 585.8
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:
December 31,
2023 2022
in millions
Total debt before deferred financing costs, discounts and premiums
$ 15,857.6 $ 13,370.2
Deferred financing costs, discounts and premiums, net
( 149.7 ) ( 43.1 )
Total carrying amount of debt
15,707.9 13,327.1
Finance lease obligations (note 12)
58.0 436.1
Total debt and finance lease obligations
15,765.9 13,763.2
Current portion of debt and finance lease obligations ( 806.8 ) ( 799.7 )
Long-term debt and finance lease obligations
$ 14,959.1 $ 12,963.5
_______________
(a) Represents the weighted average interest rate in effect at December 31, 2023 for all borrowings outstanding pursuant to each debt instrument, including any applicable margin. The interest rates presented represent stated rates and do not include the impact of derivative instruments, deferred financing costs, original issue premiums or discounts and commitment fees, all of which affect our overall cost of borrowing. 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. 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. The following table
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LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2023, 2022 and 2021
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. 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.
Availability
December 31, 2023
Upon completion of the relevant December 31, 2023 compliance reporting requirements
Borrowing currency U.S. $
equivalent
Borrowing currency U.S. $
equivalent
in millions
Available to borrow:
Sunrise Holding Bank Facility
€ 725.0 $ 802.2 € 725.0 $ 802.2
Telenet Credit Facility
€ 645.0 $ 713.7 € 645.0 $ 713.7
VM Ireland Credit Facility
€ 100.0 $ 110.6 € 100.0 $ 110.6
Available to loan or distribute:
Sunrise Holding Bank Facility
€ 725.0 $ 802.2 € 725.0 $ 802.2
Telenet Credit Facility
€ 645.0 $ 713.7 € 645.0 $ 713.7
VM Ireland Credit Facility
€ 100.0 $ 110.6 € 100.0 $ 110.6
(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). 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. With the exception of € 23.0 million of borrowings under the ancillary facility, the Sunrise Holding Revolving Facility was undrawn at December 31, 2023. 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. dollar-denominated loans. 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. 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. All other terms from the previously existing Sunrise Holding Revolving Facility continue to apply to the new revolving facilities.
(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. During 2023, the Telenet Credit Facility was amended to replace LIBOR with Term SOFR as the reference rate for U.S. dollar-denominated loans. 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. 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. 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.
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Notes to Consolidated Financial Statements — (Continued)
December 31, 2023, 2022 and 2021
(f) For information regarding the Vodafone Collar Loan, see notes 7 and 8.
(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. These obligations are generally due within one year and include VAT that was also financed under these arrangements. For purposes of our consolidated statements of cash flows, operating-related expenses financed by an intermediary are treated as constructive operating cash outflows and constructive financing cash inflows when the intermediary settles the liability with the vendor as there is no actual cash outflow until we pay the financing intermediary. During 2023 and 2022, the constructive cash outflow included in cash flows from operating activities and the corresponding constructive cash inflow included in cash flows from financing activities related to these operating expenses were $ 648.5 million and $ 522.7 million, respectively. Repayments of vendor financing obligations at the time we pay the financing intermediary are included in repayments and repurchases of debt and finance lease obligations in our consolidated statements of cash flows.
(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.
(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). For additional information regarding fair value hierarchies, see note 9.
General Information
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. Each of our borrowing groups has entered into one or more credit facility agreements with certain financial and other institutions. Certain of our credit facilities provide for adjustments to our borrowing rates based on the achievement, or otherwise, of certain sustainability-linked metrics. Each of these credit facilities contain certain covenants, the more notable of which are as follows:
• Our credit facilities contain certain consolidated net leverage ratios, as specified in the relevant credit facility, which are required to be complied with (i) on an incurrence basis and/or (ii) when the associated revolving credit facilities have been drawn beyond a specified percentage of the total available revolving credit commitments on a maintenance basis;
• Subject to certain customary and agreed exceptions, our credit facilities contain certain restrictions which, among other things, restrict the ability of the members of the relevant borrowing group to (i) incur or guarantee certain financial indebtedness, (ii) make certain disposals and acquisitions, (iii) create certain security interests over their assets and (iv) make certain restricted payments to their direct and/or indirect parent companies (and indirectly to Liberty Global) through dividends, loans or other distributions;
• 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;
• 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
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LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2023, 2022 and 2021
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;
• Our credit facilities require members of the relevant borrowing group to observe certain affirmative and negative undertakings and covenants, which are subject to certain materiality qualifications and other customary and agreed exceptions; and
• In addition to customary default provisions, our credit facilities generally include certain cross-default or cross-acceleration provisions with respect to other indebtedness of members of the relevant borrowing group, subject to agreed minimum thresholds and other customary and agreed exceptions.
Senior and Senior Secured Notes. Certain of our borrowing groups have issued senior and/or senior secured notes. 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:
• Our notes contain certain customary incurrence-based covenants. In addition, our notes provide that any failure to pay principal at its stated maturity (after giving effect to any applicable grace period) of, or any acceleration with respect to, other indebtedness of the issuer or certain subsidiaries over agreed minimum thresholds (as specified under the applicable indenture) is an event of default under the respective notes;
• Subject to certain customary and agreed exceptions, our notes contain certain restrictions that, among other things, restrict the ability of the members of the relevant borrowing group to (i) incur or guarantee certain financial indebtedness, (ii) make certain disposals and acquisitions, (iii) create certain security interests over their assets and (iv) make certain restricted payments to its direct and/or indirect parent companies (and indirectly to Liberty Global) through dividends, loans or other distributions;
• If the relevant issuer or certain of its subsidiaries (as specified in the applicable indenture) sell certain assets, such issuer must, subject to certain customary and agreed exceptions, offer to repurchase the applicable notes at par, or if a change of control (as specified in the applicable indenture) occurs, such issuer must offer to repurchase all of the relevant notes at a redemption price of 101 %;
• Our senior secured notes contain certain early redemption provisions including the ability to, during each 12 -month period commencing on the issue date for such notes until the applicable call date, redeem up to 10 % of the principal amount of the notes at a redemption price equal to 103 % of the principal amount of the notes to be redeemed plus accrued and unpaid interest; and
• Our notes are non-callable prior to their respective call date (as specified under the applicable indenture). At any time prior to the applicable call date, we may redeem some or all of the applicable notes by paying a “make-whole” premium, which is the present value of all remaining scheduled interest payments to the applicable call date using the discount rate as of the redemption date plus a premium (as specified in the applicable indenture). 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.
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LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2023, 2022 and 2021
SPE Notes. 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 ”.
The SPEs use the proceeds from the issuance of SPE Notes to fund term loan facilities under the credit facilities made available to their respective borrowing group, each a “ Funded Facility ” and collectively the “ Funded Facilities .” Each SPE is dependent on payments from the relevant borrowing entity under the applicable Funded Facility in order to service its payment obligations under each respective SPE Note. Each of the Funded Facility term loans creates a variable interest in the respective Third-Party SPE for which the relevant borrowing entity is the primary beneficiary. Accordingly, such Third-Party SPEs are consolidated by the relevant parent entities, including Liberty Global. 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. 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. The SPEs, as lenders under the relevant Funded Facility for the relevant borrowing group, are treated the same as the other lenders under the respective credit facility, with benefits, rights and protections similar to those afforded to the other lenders. Through the covenants in the applicable SPE Indentures and the applicable security interests over the relevant SPE’s rights under the applicable Funded Facility granted to secure the relevant SPE’s obligations under the relevant SPE Notes, the holders of the SPE Notes are provided indirectly with the benefits, rights, protections and covenants granted to the SPEs as lenders under the applicable Funded Facility. The SPEs are prohibited from incurring any additional indebtedness, subject to certain exceptions under the SPE Indentures.
The SPE Notes are non-callable prior to their respective call date (as specified under the applicable SPE Indenture). If, however, at any time prior to the applicable call date, all or a portion of the loans under the related Funded Facility are voluntarily prepaid (a SPE Early Redemption Event ), then the SPE will be required to redeem an aggregate principal amount of its respective SPE Notes equal to the aggregate principal amount of the loans prepaid under the relevant Funded Facility. In general, the redemption price payable will equal 100 % of the principal amount of the applicable SPE Notes to be redeemed and a “make-whole” premium, which is the present value of all remaining scheduled interest payments to the applicable call date using the discount rate as of the redemption date plus a premium (as specified in the applicable SPE Indenture).
Upon the occurrence of a SPE Early Redemption Event on or after the applicable call date, the SPE will redeem an aggregate principal amount of its respective SPE Notes equal to the principal amount prepaid under the related Funded Facility at a redemption price (expressed as a percentage of the principal amount) plus accrued and unpaid interest and additional amounts (as specified in the applicable SPE Indenture), if any, to the applicable redemption date.
Financing Transactions
Below we provide summary descriptions of certain financing transactions completed during 2023, 2022 and 2021. A portion of our financing transactions may include non-cash borrowings and repayments. During 2023, 2022 and 2021, non-cash borrowings and repayments aggregated nil , nil and $ 2.9 billion, respectively.
Telenet - 2023 Financing Transactions
In November 2023, Telenet entered into a € 890.0 million ($ 984.7 million) sustainability-linked term loan facility ( Telenet Facility AT1 ). 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 %. 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. The proceeds from Telenet Facility AT1 were used to fund a dividend distribution to Liberty Global Belgium Holding B.V. ( LGBH ), an indirect wholly-owned subsidiary of Liberty Global.
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LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2023, 2022 and 2021
Other 2023 Financing Transactions
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 ). 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 %. 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).
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. The remaining € 110.0 million ($ 121.7 million) of undrawn commitments under LGBH Facility B were subsequently cancelled.
In November 2023, LGBH prepaid in full the € 890.0 million outstanding principal amount under LGBH Facility B. 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.
Sunrise Holding - 2022 and 2021 Financing Transactions
During 2022 and 2021, Sunrise Holding completed a number of financing transactions that generally resulted in lower interest rates and extended maturities. 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. 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. 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
Maturities of our debt as of December 31, 2023 are presented below for the named entity and its subsidiaries, unless otherwise noted, and represent U.S. dollar equivalents based on December 31, 2023 exchange rates.
Sunrise
Holding (a) Telenet VM
Ireland Other (b) Total
in millions
Year ending December 31:
2024 $ 374.6 $ 404.4 $ — $ 15.6 $ 794.6
2025 — 23.3 — 329.6 352.9
2026 — 23.4 — 1,063.5 1,086.9
2027 — 23.7 — — 23.7
2028 1,152.3 4,931.0 — — 6,083.3
Thereafter 4,965.1 1,555.3 995.8 — 7,516.2
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 )
Total debt $ 6,470.5 $ 6,932.2 $ 990.5 $ 1,314.7 $ 15,707.9
Current portion
$ 374.6 $ 404.4 $ — $ 15.6 $ 794.6
Long-term portion $ 6,095.9 $ 6,527.8 $ 990.5 $ 1,299.1 $ 14,913.3
_______________
(a) Amounts include SPE Notes issued by the Sunrise Holding SPE which, as described above, is consolidated by Sunrise Holding and Liberty Global.
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LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2023, 2022 and 2021
(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. 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.
(c) Amounts include vendor financing obligations of $ 768.7 million, as set forth below:
Sunrise
Holding Telenet Other Total
in millions
Year ending December 31:
2024 $ 374.6 $ 377.3 $ 15.6 $ 767.5
2025 — — 1.2 1.2
Total vendor financing maturities $ 374.6 $ 377.3 $ 16.8 $ 768.7
Current portion
$ 374.6 $ 377.3 $ 15.6 $ 767.5
Long-term portion $ — $ — $ 1.2 $ 1.2
Vendor Financing Obligations
A reconciliation of the beginning and ending balances of our vendor financing obligations for the indicated periods is set forth below:
2023 2022
in millions
Balance at January 1 $ 704.7 $ 843.2
Operating-related vendor financing additions 648.5 522.7
Capital-related vendor financing additions 178.4 182.8
Principal payments on operating-related vendor financing ( 568.8 ) ( 616.1 )
Principal payments on capital-related vendor financing ( 256.1 ) ( 210.1 )
Foreign currency and other 62.0 ( 17.8 )
Balance at December 31 $ 768.7 $ 704.7
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LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2023, 2022 and 2021
(12) Leases
General
We enter into operating and finance leases for network equipment, real estate, mobile site sharing and vehicles. We provide residual value guarantees on certain of our vehicle leases.
Lease Balances
A summary of our ROU assets and lease liabilities is set forth below:
December 31,
2023 2022
in millions
ROU assets:
Finance leases (a) $ 57.9 $ 377.6
Operating leases (b) 1,761.8 1,724.4
Total ROU assets
$ 1,819.7 $ 2,102.0
Lease liabilities:
Finance leases (c) $ 58.0 $ 436.1
Operating leases (d) 1,803.9 1,791.1
Total lease liabilities $ 1,861.9 $ 2,227.2
_______________
(a) Our finance lease ROU assets are included in property and equipment, net, on our consolidated balance sheets. At December 31, 2023, the weighted average remaining lease term for finance leases was 10.8 years and the weighted average discount rate was 4.9 %. During 2023, 2022 and 2021, we recorded non-cash additions to our finance lease ROU assets (including amounts related to the U.K. JV Entities through the June 1, 2021 closing of the U.K. JV Transaction) of $ 20.9 million, $ 34.2 million and $ 42.6 million, respectively. The decrease in our finance lease ROU assets is primarily related to the Telenet Wyre Transaction. For additional information, see note 5.
(b) Our operating lease ROU assets are included in other assets, net, on our consolidated balance sheets. At December 31, 2023, the weighted average remaining lease term for operating leases was 12.2 years and the weighted average discount rate was 5.8 %. During 2023, 2022 and 2021, we recorded non-cash additions to our operating lease ROU assets (including amounts related to the U.K. JV Entities through the June 1, 2021 closing of the U.K. JV Transaction) of $ 68.3 million, $ 678.6 million and $ 169.8 million, respectively. For additional information regarding the non-cash additions to our operating lease ROU assets during 2022 related to the Telenet Tower Lease Agreement, see note 6.
(c) The current and long-term portions of our finance lease liabilities are included within current portion of debt and finance lease obligations and long-term debt and finance lease obligations, respectively, on our consolidated balance sheets. The decrease in our finance lease liabilities is primarily related to the Telenet Wyre Transaction. 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.
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LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2023, 2022 and 2021
A summary of our aggregate lease expense is set forth below:
Year ended December 31,
2023 2022 2021
in millions
Finance lease expense:
Depreciation and amortization $ 33.9 $ 66.4 $ 74.8
Interest expense 2.2 26.5 30.8
Total finance lease expense
36.1 92.9 105.6
Operating lease expense (a) 241.2 236.7 249.7
Short-term lease expense (a) 4.2 4.0 5.0
Variable lease expense (b) 1.4 1.9 1.6
Total lease expense
$ 282.9 $ 335.5 $ 361.9
_______________
(a) Our operating lease expense and short-term lease expense are included in programming and other direct costs of services, other operating expenses, SG&A expenses and impairment, restructuring and other operating items, net, in our consolidated statements of operations.
(b) Variable lease expense represents payments made to a lessor during the lease term that vary because of a change in circumstance that occurred after the lease commencement date. Variable lease payments are expensed as incurred and are included in other operating expenses in our consolidated statements of operations.
A summary of our cash outflows from operating and finance leases is set forth below:
Year ended December 31,
2023 2022 2021
in millions
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash outflows from operating leases $ 226.9 $ 234.2 $ 223.0
Operating cash outflows from finance leases (interest component) 2.2 26.5 30.8
Financing cash outflows from finance leases (principal component) 27.9 62.0 75.7
Total cash outflows from operating and finance leases $ 257.0 $ 322.7 $ 329.5
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LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2023, 2022 and 2021
Maturities of our operating and finance lease liabilities as of December 31, 2023 are presented below. Amounts represent U.S. dollar equivalents based on December 31, 2023 exchange rates:
Operating leases Finance
leases
in millions
Year ending December 31:
2024
$ 250.8 $ 12.3
2025 222.7 10.3
2026 208.3 8.2
2027 196.9 7.3
2028 189.5 4.6
Thereafter 1,466.8 31.8
Total payments
2,535.0 74.5
Less: present value discount
( 731.1 ) ( 16.5 )
Present value of lease payments $ 1,803.9 $ 58.0
Current portion $ 151.8 $ 12.2
Long-term portion $ 1,652.1 $ 45.8
(13) Income Taxes
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. 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. 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. 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.
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. and a number of other European jurisdictions. The income taxes of Liberty Global and our subsidiaries are presented on a separate return basis for each tax-paying entity or group.
The components of our earnings (loss) from continuing operations before income taxes are as follows:
Year ended December 31,
2023 2022 2021
in millions
U.K. $ ( 2,899.5 ) $ ( 516.2 ) $ 12,922.0
The Netherlands ( 805.4 ) 742.3 644.5
Belgium 653.9 1,000.4 404.7
Switzerland ( 446.7 ) ( 470.5 ) ( 308.3 )
Luxembourg ( 195.6 ) 505.4 373.2
Ireland ( 16.6 ) 178.3 39.5
U.S.
( 4.7 ) 5.9 ( 3.7 )
Intercompany activity with discontinued operations — ( 15.6 ) ( 54.2 )
Other ( 9.6 ) ( 5.8 ) ( 16.9 )
Earnings (loss) from continuing operations before income taxes $ ( 3,724.2 ) $ 1,424.2 $ 14,000.8
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LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2023, 2022 and 2021
Our income tax expense consists of:
Current Deferred Total
in millions
Year ended December 31, 2023:
Belgium $ ( 100.9 ) $ ( 64.9 ) $ ( 165.8 )
U.S. (a)
( 68.0 ) ( 28.4 ) ( 96.4 )
Switzerland ( 0.3 ) 78.9 78.6
Luxembourg — 44.3 44.3
The Netherlands ( 16.9 ) 0.2 ( 16.7 )
Ireland 3.6 2.5 6.1
U.K. ( 0.1 ) 0.5 0.4
Other ( 0.1 ) — ( 0.1 )
Total income tax expense $ ( 182.7 ) $ 33.1 $ ( 149.6 )
Year ended December 31, 2022:
U.S. (a)
$ ( 51.8 ) $ ( 133.0 ) $ ( 184.8 )
Luxembourg ( 0.3 ) ( 152.3 ) ( 152.6 )
Switzerland 0.6 87.2 87.8
Belgium ( 87.7 ) 17.1 ( 70.6 )
Ireland ( 5.3 ) 10.5 5.2
The Netherlands ( 1.7 ) ( 0.8 ) ( 2.5 )
U.K.
( 0.1 ) 0.8 0.7
Other ( 0.1 ) ( 2.0 ) ( 2.1 )
Total income tax expense $ ( 146.4 ) $ ( 172.5 ) $ ( 318.9 )
Year ended December 31, 2021:
U.K.
$ ( 0.4 ) $ ( 319.5 ) $ ( 319.9 )
Belgium ( 96.3 ) 16.2 ( 80.1 )
U.S. (a)
( 47.9 ) ( 25.8 ) ( 73.7 )
Switzerland ( 7.2 ) 63.5 56.3
Luxembourg ( 0.4 ) ( 49.5 ) ( 49.9 )
The Netherlands ( 2.6 ) ( 1.3 ) ( 3.9 )
Ireland ( 0.7 ) — ( 0.7 )
Other 0.4 ( 1.8 ) ( 1.4 )
Total income tax expense $ ( 155.1 ) $ ( 318.2 ) $ ( 473.3 )
_______________
(a) Includes federal and state income taxes. Our U.S. state income taxes were not material during any of the years presented.
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LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2023, 2022 and 2021
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,
2023 2022 2021
in millions
Computed “expected” tax benefit (expense) (a) $ 875.2 $ ( 270.6 ) $ ( 2,660.2 )
Basis and other differences in the treatment of items associated with investments in subsidiaries and affiliates (b) ( 406.9 ) ( 68.4 ) 84.0
Change in valuation allowances ( 275.1 ) ( 39.0 ) ( 62.2 )
Non-deductible or non-taxable foreign exchange results ( 198.7 ) 267.3 218.0
Non-deductible or non-taxable interest and other expenses ( 138.4 ) ( 89.6 ) ( 69.0 )
International rate differences (c) ( 13.3 ) ( 147.1 ) ( 92.4 )
Tax benefit associated with technologies innovation (d) 6.5 22.1 25.8
Non-taxable gain on the U.K. JV Transaction
— — 2,066.0
Recognition of previously unrecognized tax benefits — — 20.5
Other, net 1.1 6.4 ( 3.8 )
Total income tax expense $ ( 149.6 ) $ ( 318.9 ) $ ( 473.3 )
_______________
(a) The statutory or “expected” tax rates are the U.K. rates of 23.5% for 2023 and 19.0% for 2022 and 2021. 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. Although we are domiciled in Bermuda, we have used the U.K. statutory rate as management believes it is more meaningful.
(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.
(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.
(d) Amounts reflect the recognition of the innovation income tax deduction in Belgium.
The components of our net deferred tax liabilities are as follows:
December 31,
2023 2022
in millions
Deferred tax assets (a) $ 83.6 $ 233.8
Deferred tax liabilities (a) ( 543.7 ) ( 533.8 )
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.
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LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
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:
December 31,
2023 2022
in millions
Deferred tax assets:
Net operating loss and other carryforwards $ 1,372.1 $ 1,327.6
Investments 366.4 251.8
Lease liabilities 186.5 184.0
Debt and interest 185.2 175.7
Property and equipment, net 169.9 125.7
Derivative instruments 126.7 4.3
Share-based compensation 81.4 84.7
Other future deductible amounts 60.7 64.6
Deferred tax assets 2,548.9 2,218.4
Valuation allowance ( 1,899.6 ) ( 1,586.5 )
Deferred tax assets, net of valuation allowance 649.3 631.9
Deferred tax liabilities:
Intangible assets ( 272.9 ) ( 336.7 )
Property and equipment, net ( 272.2 ) ( 157.6 )
Debt and interest ( 266.4 ) ( 91.1 )
ROU assets ( 177.2 ) ( 177.1 )
Derivative instruments ( 70.8 ) ( 155.3 )
Other future taxable amounts ( 49.9 ) ( 14.1 )
Deferred tax liabilities ( 1,109.4 ) ( 931.9 )
Net deferred tax liabilities $ ( 460.1 ) $ ( 300.0 )
Our deferred income tax valuation allowance increased $ 313.1 million in 2023. 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:
Tax loss
carryforward Related
tax asset Expiration
date
Country in millions
The Netherlands $ 2,599.3 $ 670.6 Indefinite
Belgium 1,145.5 286.4 Indefinite
U.K. 767.7 191.9 Indefinite
Luxembourg 441.1 119.9 Various
Ireland 387.1 48.7 Indefinite
Switzerland 295.5 51.1 7 years
Other 9.9 3.5 Various
Total $ 5,646.1 $ 1,372.1
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LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
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. Further, tax jurisdictions restrict the type of taxable income that the above losses are able to offset. The majority of the tax losses shown in the above table are not expected to be realized, including certain losses that are limited in use due to change in control or same business tests.
We have taxable outside basis differences on certain investments in non-U.S. subsidiaries. No additional income taxes have been provided for any undistributed foreign earnings, or any additional outside basis difference inherent in these entities, as these amounts continue to be reinvested in foreign operations. At December 31, 2023, we have not provided deferred tax liabilities on an estimated $ 1.4 billion of cumulative temporary differences on the outside bases of our non-U.S. subsidiaries.
Through our subsidiaries, we maintain a presence in many countries. Many of these countries maintain highly complex tax regimes that differ significantly from the system of income taxation used in the U.K. and the U.S. We have accounted for the effect of these taxes based on what we believe is reasonably expected to apply to us and our subsidiaries based on tax laws currently in effect and reasonable interpretations of these laws.
On August 16, 2022, the Inflation Reduction Act was signed into law in the U.S. Although this legislation does not increase the U.S. 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. CAMT did not have an impact on our consolidated financial statements for the year ended December 31, 2023; 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. tax system.
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. These rules provide for the taxation of certain large multinational corporations at a minimum rate of 15%, calculated on a jurisdictional basis. Numerous countries in which we operate, including the U.K. and certain E.U. 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. 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. In the normal course of business, our income tax filings are subject to review by various taxing authorities. In connection with such reviews, disputes could arise with the taxing authorities over the interpretation or application of certain income tax rules related to our business in that tax jurisdiction. Such disputes may result in future tax and interest and penalty assessments by these taxing authorities. The ultimate resolution of tax contingencies will take place upon the earlier of (i) the settlement date with the applicable taxing authorities in either cash or agreement of income tax positions or (ii) the date when the tax authorities are statutorily prohibited from adjusting the company’s tax computations.
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. 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.
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LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2023, 2022 and 2021
The changes in our unrecognized tax benefits for the indicated periods are summarized below:
2023 2022 2021
in millions
Balance at January 1 $ 435.2 $ 447.1 $ 602.5
Additions for tax positions of prior years 8.5 — 12.9
Effects of business acquisitions 6.9 — —
Reductions for tax positions of prior years ( 5.9 ) ( 11.2 ) ( 170.0 )
Settlements with tax authorities ( 4.0 ) — —
Additions based on tax positions related to the current year 2.2 1.7 14.3
Foreign currency translation 1.5 ( 2.3 ) ( 8.7 )
Lapse of statute of limitations — ( 0.1 ) ( 3.9 )
Balance at December 31 $ 444.4 $ 435.2 $ 447.1
No assurance can be given that any of these tax benefits will be recognized or realized.
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.
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. 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. 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. Department of Justice filed suit against Liberty Global, Inc. ( LGI ), a wholly owned U.S. subsidiary of Liberty Global, in the U.S. District Court of Colorado for unpaid federal income taxes and penalties for the 2018 tax year of approximately $ 284 million. This action by the U.S. 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. In October 2023, the U.S. District Court of Colorado entered judgement against LGI with respect to the refund claim and we appealed this decision to the U.S. 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.
In January 2021, we petitioned the U.S. 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. In November 2023, we received an unfavorable decision which we will appeal to the Court of Appeals. 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. 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.
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LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2023, 2022 and 2021
(14) Equity
Capitalization
At December 31, 2023, our authorized share capital consisted of an aggregate nominal amount of $ 20.0 million, consisting of any of the following: (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.
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). Holders of Liberty Global Class C common shares are not entitled to any voting powers except as required by law.
At the option of the holder, each Liberty Global Class B common share is convertible into one Liberty Global Class A common share. 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). 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
Options 622,177 2,704,383
SARs
20,430,440 47,534,716
RSUs
2,446,678 5,382,896
PSUs and PSARs
3,682,808 7,155,287
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. 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.
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
Our board of directors has approved various share repurchase programs for our Liberty Global common shares. 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. The timing of the repurchase of shares pursuant to these programs will depend on a variety of factors, including market conditions and applicable law, and these programs may be implemented in conjunction with brokers for the company and other financial institutions with whom the company has relationships within certain preset parameters and purchases may continue during closed periods in accordance with applicable restrictions. Our share repurchase programs may be suspended or discontinued at any time. 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. 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. At December 31, 2023, $ 101.7 million of this target remained and was fully achieved on January 26, 2024.
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LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2023, 2022 and 2021
The following table provides details of our share repurchases during 2023, 2022 and 2021:
Class A common shares Class C common shares
Shares
repurchased Average price
paid per share (a) Shares
repurchased Average price
paid per share (a) Total cost (a)
in millions
2023
1,444,000 $ 18.24 78,452,085 $ 18.86 $ 1,505.9
2022
3,856,700 $ 21.55 69,381,968 $ 23.34 $ 1,702.6
2021
8,445,800 $ 27.31 49,604,048 $ 27.23 $ 1,581.1
_______________
(a) Includes direct acquisition costs, where applicable.
Telenet Takeover Bid
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 ). 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.
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 %. 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. 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. 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.
The Telenet Takeover Bid was funded through (i) available borrowings under LGBH Facility B and (ii) existing liquidity of Liberty Global. 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
From time to time, Telenet and certain other of our subsidiaries make cash distributions to their respective shareholders. 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. 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.
Restricted Net Assets
The ability of certain of our subsidiaries to distribute or loan all or a portion of their net assets to our company is limited by the terms of applicable debt facilities. At December 31, 2023, a significant portion of our net assets represented net assets of our subsidiaries that were subject to such limitations.
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LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2023, 2022 and 2021
(15) Share-based Compensation
Our share-based compensation expense primarily relates to the share-based incentive awards issued by Liberty Global to its employees and employees of its subsidiaries. A summary of our aggregate share-based compensation expense is set forth below:
Year ended December 31,
2023 2022 2021
in millions
Liberty Global:
Non-performance based incentive awards (a) $ 157.4 $ 133.5 $ 168.6
Performance-based incentive awards (b) 6.9 7.1 59.6
Other (c) 33.5 30.8 33.6
Total Liberty Global (d)
197.8 171.4 261.8
Telenet share-based incentive awards (e) 27.7 10.9 35.1
Other 5.5 9.8 11.2
Total $ 231.0 $ 192.1 $ 308.1
Included in:
Other operating expenses $ 11.7 $ 4.9 $ 13.7
SG&A expenses
219.3 187.2 294.4
Total
$ 231.0 $ 192.1 $ 308.1
_______________
(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.
(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.
(c) Represents annual incentive compensation and defined contribution plan liabilities that have been or are expected to be settled with Liberty Global common shares. In the case of the annual incentive compensation, shares have been or will be issued to senior management and key employees pursuant to a shareholding incentive program. The shareholding incentive program allows these employees to elect to receive up to 100 % of their annual incentive compensation in common shares of Liberty Global in lieu of cash. In addition, amounts include compensation expense related to the Ventures Incentive Plans as defined and described below.
(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. In connection with the Telenet Takeover Bid, the Telenet Replacement Awards were remeasured as of October 13, 2023 in a 1:2 ratio between Liberty Global Class A and Liberty Global Class C shares. No incremental share-based compensation expense was recognized from the remeasurement and modification of the Telenet awards. The Telenet Replacement Awards were re-granted on November 7, 2023, resulting in total share-based compensation expense of $ 50.0 million, of which $ 8.5 million was recognized on this date due to the immediate vesting of select Telenet Replacement Awards. The remaining expense of $ 41.5 million will be amortized over the remaining service periods of the unvested Telenet Replacement Awards, subject to forfeitures and the satisfaction of performance conditions as further described below. For further information regarding the Telenet Takeover Bid, see note 14.
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LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2023, 2022 and 2021
(e) Represents the share-based compensation expense associated with Telenet’s share-based incentive awards prior to the Telenet Takeover Bid. In addition, € 7.6 million ($ 8.2 million at the applicable rate) was expensed during the fourth quarter of 2023 related to the reimbursement of certain employee income taxes associated with the ESOP 2019 and the ESOP 2020, each as defined and described below.
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.
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,
2023 2022 2021
Assumptions used to estimate fair value of options and SARs granted:
Risk-free interest rate 3.12 - 4.10 %
2.27 - 3.09 %
0.48 - 1.13 %
Expected life 3.7 - 6.2 years
3.7 - 6.2 years
3.7 - 6.2 years
Expected volatility 29.0 - 33.1 %
33.5 - 38.1 %
30.8 - 33.2 %
Expected dividend yield none none none
Weighted average grant-date fair value per share of awards granted:
Options $ 7.18 $ 9.90 $ 8.75
SARs
$ 5.85 $ 7.50 $ 6.79
RSUs
$ 18.59 $ 25.51 $ 25.69
PSUs
$ 16.60 (a) (a)
Total intrinsic value of awards exercised (in millions):
Options (b) $ 0.5 $ 1.4
SARs
$ 4.6 $ 7.0 $ 28.9
PSARs
(b) $ 0.2 $ 0.1
Cash received from exercise of options (in millions) $ 1.2 $ 13.0 $ 8.9
Income tax benefit related to share-based compensation of our continuing operations (in millions)
$ 17.4 $ 1.3 $ 14.9
_______________
(a) There were no grants of PSUs made during the indicated period.
(b) There were no exercises of this award type during the year ended December 31, 2023.
Share Incentive Plans — Liberty Global Common Shares
2023 Incentive Plan
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. 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 ”). 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
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LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2023, 2022 and 2021
Incentive Plan pursuant to its terms. 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. 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. No further awards will be granted under the 2014 Incentive Plans. As of December 31, 2023, the Liberty Global 2023 Incentive Plan had 40,245,318 common shares available for grant.
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. 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. RSUs vest on the date of the first annual general meeting of shareholders following the grant date. These awards may be granted at or above fair value in any class of common shares.
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. 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 ). 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. 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 ). Liberty Global has also granted equivalent awards under these Telenet plans. The Telenet Replacement Awards were issued as either RSUs or PSUs, depending on the presence of a performance factor. 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.
Ventures Incentive Plans
Annually, beginning in April 2021, the compensation committee of our board of directors has approved grants under the “ Ventures Incentive Plans ”. 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. 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. 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. 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. 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. The estimated fair value of the final payouts under our Ventures Incentive Plans as of December 31, 2023 are shown below:
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LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2023, 2022 and 2021
Performance period Vesting date Estimated fair value of final payout
in millions
2021 Ventures Incentive Plan 12/31/2020 - 12/31/2023 March 31, 2024 $ 15.4
2022 Ventures Incentive Plan
12/31/2021 - 12/31/2024 March 15, 2025 9.3
2023 Ventures Incentive Plan 12/31/2022 - 12/31/2025 March 15, 2026 12.0
2023 Tech Ventures Incentive Plan 12/31/2022 - 12/31/2025 March 15, 2026 0.9
Total $ 37.6
Performance Awards
The following is a summary of the material terms and conditions with respect to our performance-based awards for certain executive officers and key employees.
2019 CEO Performance Award
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. The performance criteria for the 2019 CEO Performance Award PSUs was based on the achievement of our CEO’s performance conditions, as established by the compensation committee.
2019 Challenge Performance Awards
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. 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. 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.
Liberty Global PSUs
In April 2019, the compensation committee of our board of directors approved the grant of PSUs to executive officers and key employees (the 2019 PSUs ). The performance plan for the 2019 PSUs covered the two-year period ended December 31, 2020 and included a performance target based on the achievement of a specified compound annual growth rate ( CAGR ) in a consolidated Adjusted EBITDA metric (as defined in note 19). The performance target was adjusted for events such as acquisitions, dispositions and changes in foreign currency exchange rates that affect comparability ( Adjusted EBITDA CAGR ). The 2019 PSUs required delivery of an Adjusted EBITDA CAGR of 1.38 % and included over- and under-performance payout opportunities should the Adjusted EBITDA CAGR exceed or fail to meet the target, as applicable. Participants earned 65 % of their targeted awards under the 2019 PSUs which vested 50 % on each of April 1, 2021 and October 1, 2021.
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LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2023, 2022 and 2021
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. 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, 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.
Options — Class A common shares Number of awards Weighted
average
exercise price Weighted
average
remaining
contractual
term Aggregate
intrinsic value
in years in millions
Outstanding at January 1, 2023
608,258 $ 30.02
Granted 59,672 17.22
Forfeited ( 45,753 ) 28.89
Outstanding at December 31, 2023
622,177 $ 28.87 3.5 $ —
Exercisable at December 31, 2023
522,207 $ 30.60 2.5 $ —
Options — Class C common shares Number of awards Weighted
average
exercise price Weighted
average
remaining
contractual
term Aggregate
intrinsic value
in years in millions
Outstanding at January 1, 2023
2,465,294 $ 25.84
Granted 386,050 19.02
Forfeited ( 146,961 ) 27.22
Outstanding at December 31, 2023
2,704,383 $ 24.79 5.2 $ 1.4
Exercisable at December 31, 2023
2,028,231 $ 25.76 4.0 $ 1.4
SARs — Class A common shares
Number of awards Weighted
average
base price Weighted
average
remaining
contractual
term Aggregate
intrinsic value
in years in millions
Outstanding at January 1, 2023
21,183,640 $ 26.98
Granted 2,564,253 18.53
Forfeited ( 2,982,585 ) 28.38
Exercised ( 334,868 ) 16.05
Outstanding at December 31, 2023
20,430,440 $ 25.90 5.1 $ 5.5
Exercisable at December 31, 2023
15,176,348 $ 27.14 3.9 $ 5.5
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LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2023, 2022 and 2021
SARs — Class C common shares
Number of awards Weighted
average
base price Weighted
average
remaining
contractual
term Aggregate
intrinsic value
in years in millions
Outstanding at January 1, 2023
49,778,158 $ 26.20
Granted 6,632,778 19.39
Forfeited ( 8,166,202 ) 27.03
Exercised ( 710,018 ) 15.12
Outstanding at December 31, 2023
47,534,716 $ 25.28 5.5 $ 22.1
Exercisable at December 31, 2023
32,831,063 $ 26.32 4.2 $ 22.1
PSARs — Class A common shares
Number of awards Weighted
average
base price Weighted
average
remaining
contractual
term Aggregate
intrinsic value
in years in millions
Outstanding at January 1, 2023
3,281,811 $ 25.97
Forfeited ( 43,451 ) 25.97
Outstanding at December 31, 2023
3,238,360 $ 25.97 5.2 $ —
Exercisable at December 31, 2023
3,238,360 $ 25.97 5.2 $ —
PSARs — Class C common shares
Number of awards Weighted
average
base price Weighted
average
remaining
contractual
term Aggregate
intrinsic value
in years in millions
Outstanding at January 1, 2023
6,417,033 $ 25.22
Forfeited ( 81,960 ) 25.22
Outstanding at December 31, 2023
6,335,073 $ 25.22 5.2 $ —
Exercisable at December 31, 2023
6,335,073 $ 25.22 5.2 $ —
RSUs — Class A common shares
Number of awards Weighted
average
grant-date
fair value
per share Weighted
average
remaining
contractual
term
in years
Outstanding at January 1, 2023
1,984,663 $ 22.92
Granted 2,189,968 17.86
Forfeited ( 135,105 ) 22.79
Released from restrictions ( 1,592,848 ) 20.38
Outstanding at December 31, 2023
2,446,678 $ 20.05 2.2
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LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2023, 2022 and 2021
RSUs — Class B common shares
Number of awards Weighted
average
grant-date
fair value
per share Weighted
average
remaining
contractual
term
in years
Outstanding at January 1, 2023
7,890 $ 25.24
Forfeited ( 7,890 ) 25.24
Outstanding at December 31, 2023
— $ — —
RSUs — Class C common shares Number of awards Weighted
average
grant-date
fair value
per share Weighted
average
remaining
contractual
term
in years
Outstanding at January 1, 2023
3,968,778 $ 22.75
Granted 4,867,995 18.92
Forfeited ( 270,175 ) 23.10
Released from restrictions ( 3,183,702 ) 20.33
Outstanding at December 31, 2023
5,382,896 $ 20.70 2.3
PSUs — Class A common shares
Number of awards Weighted
average
grant-date
fair value
per share Weighted
average
remaining
contractual
term
in years
Outstanding at January 1, 2023
— $ —
Granted 564,660 15.78
Forfeited ( 1,724 ) 15.78
Released from restrictions ( 118,488 ) 15.78
Outstanding at December 31, 2023
444,448 $ 15.78 1.6
PSUs — Class C common shares
Number of awards Weighted
average
grant-date
fair value
per share Weighted
average
remaining
contractual
term
in years
Outstanding at January 1, 2023
— $ —
Granted 1,042,067 17.05
Forfeited ( 3,183 ) 17.05
Released from restrictions ( 218,670 ) 17.05
Outstanding at December 31, 2023
820,214 $ 17.05 1.6
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LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2023, 2022 and 2021
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. 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
in years in millions
Options, SARs and PSARs:
Class A:
Outstanding
1,122,607 $ 32.54 2.4 $ 0.1
Exercisable
1,090,530 $ 32.81 2.2 $ 0.1
Class C:
Outstanding
2,221,159 $ 31.64 3.0 $ 0.2
Exercisable
2,157,015 $ 31.88 2.9 $ 0.2
Number of awards Weighted average grant-date fair value per share Weighted average remaining contractual term
in years
Outstanding RSUs:
Class A 14,501 $ 22.69 1.6
Class C 28,987 $ 23.06 1.6
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LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2023, 2022 and 2021
(16) Defined Benefit Plans
Certain of our subsidiaries maintain various funded and unfunded defined benefit plans for their employees. The table below provides summary information on our defined benefit plans:
December 31,
2023 2022 2021
in millions
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
Net asset (liability) $ ( 11.6 ) $ 50.1 $ ( 10.6 )
_______________
(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. 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. Based on December 31, 2023 exchange rates and information available as of that date, we expect this amount to be $ 49.7 million in 2024.
(17) Accumulated Other Comprehensive Earnings
Accumulated other comprehensive earnings included on our consolidated balance sheets and statements of equity reflect the aggregate impact of foreign currency translation adjustments and pension-related adjustments and other. The changes in the components of accumulated other comprehensive earnings, net of taxes, are summarized as follows:
Liberty Global shareholders
Total accumulated other comprehensive earnings
Foreign currency translation adjustments Pension-related adjustments and other Accumulated other comprehensive earnings Noncontrolling interests
in millions
Balance at January 1, 2021 $ 3,809.3 $ ( 116.2 ) $ 3,693.1 $ ( 2.2 ) $ 3,690.9
Other comprehensive earnings 70.7 128.4 199.1 1.2 200.3
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
Other comprehensive earnings 1,778.4 ( 121.5 ) 1,656.9 ( 0.8 ) 1,656.1
Balance at December 31, 2023 $ 2,399.2 $ ( 228.9 ) $ 2,170.3 $ 0.4 $ 2,170.7
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Notes to Consolidated Financial Statements — (Continued)
December 31, 2023, 2022 and 2021
The components of other comprehensive earnings (loss), net of taxes, are reflected in our consolidated statements of comprehensive earnings (loss). The following table summarizes the tax effects related to each component of other comprehensive earnings (loss), net of amounts reclassified to our consolidated statements of operations:
Pre-tax
amount Tax benefit
(expense) Net-of-tax
amount
in millions
Year ended December 31, 2023:
Foreign currency translation adjustments $ 1,780.3 $ ( 1.9 ) $ 1,778.4
Pension-related adjustments and other ( 138.2 ) 15.9 ( 122.3 )
Other comprehensive earnings 1,642.1 14.0 1,656.1
Other comprehensive loss attributable to noncontrolling interests (a) 0.9 ( 0.1 ) 0.8
Other comprehensive earnings attributable to Liberty Global shareholders
$ 1,643.0 $ 13.9 $ 1,656.9
Year ended December 31, 2022:
Foreign currency translation adjustments $ ( 3,216.1 ) $ 1.3 $ ( 3,214.8 )
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 )
Other comprehensive loss from discontinued operations (b) ( 44.4 ) — ( 44.4 )
Other comprehensive loss ( 3,373.8 ) ( 2.8 ) ( 3,376.6 )
Other comprehensive earnings attributable to noncontrolling interests (a) ( 2.9 ) 0.7 ( 2.2 )
Other comprehensive loss attributable to Liberty Global shareholders
$ ( 3,376.7 ) $ ( 2.1 ) $ ( 3,378.8 )
Year ended December 31, 2021:
Foreign currency translation adjustments (b) $ 129.4 $ 1.2 $ 130.6
Pension-related adjustments and other 139.9 ( 10.3 ) 129.6
Other comprehensive earnings from continuing operations 269.3 ( 9.1 ) 260.2
Other comprehensive loss from discontinued operations ( 59.9 ) — ( 59.9 )
Other comprehensive earnings 209.4 ( 9.1 ) 200.3
Other comprehensive earnings attributable to noncontrolling interests (a) ( 1.6 ) 0.4 ( 1.2 )
Other comprehensive earnings attributable to Liberty Global shareholders
$ 207.8 $ ( 8.7 ) $ 199.1
_______________
(a) Amounts represent the noncontrolling interest owners’ share of our pension-related adjustments.
(b) For additional information regarding the reclassification of foreign currency translation adjustments included in net earnings, see note 6.
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LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2023, 2022 and 2021
(18) Commitments and Contingencies
Commitments
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. dollar equivalents of such commitments as of December 31, 2023. The commitments included in this table do not reflect any liabilities that are included on our December 31, 2023 consolidated balance sheet.
Payments due during:
2024 2025 2026 2027 2028 Thereafter Total
in millions
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
Programming commitments 224.9 142.1 63.5 33.7 — — 464.2
Other commitments 206.5 168.2 129.8 30.8 28.8 99.2 663.3
Total
$ 1,337.4 $ 869.5 $ 640.1 $ 486.6 $ 444.0 $ 336.5 $ 4,114.1
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.
Network and connectivity commitments include (i) certain network capacity arrangements at Sunrise and (ii) certain equipment and service-related commitments at Telenet. 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. Programming commitments do not include increases in future periods associated with contractual inflation or other price adjustments that are not fixed. Accordingly, the amounts reflected in the above table with respect to these contracts are significantly less than the amounts we expect to pay in these periods under these contracts. Historically, payments to programming vendors have represented a significant portion of our operating costs, and we expect this will continue to be the case in future periods. In this regard, our total programming and copyright costs aggregated $ 558.0 million, $ 511.3 million and $ 1,123.2 million (including amounts related to the U.K. JV Entities through the June 1, 2021 closing of the U.K. JV Transaction) during 2023, 2022 and 2021, respectively.
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. 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.
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. Such amounts are not included in the above table because they are not fixed or determinable.
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Notes to Consolidated Financial Statements — (Continued)
December 31, 2023, 2022 and 2021
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. JV Entities through the June 1, 2021 closing of the U.K. JV Transaction) during 2023, 2022 and 2021, respectively.
Guarantees and Other Credit Enhancements
In the ordinary course of business, we may provide (i) indemnifications to our lenders, our vendors and certain other parties and (ii) performance and/or financial guarantees to local municipalities, our customers and vendors. Historically, these arrangements have not resulted in our company making any material payments and we do not believe that they will result in material payments in the future.
Legal and Regulatory Proceedings and Other Contingencies
Interkabel Acquisition. On November 26, 2007, Telenet and four associations of municipalities in Belgium, which we refer to as the pure intercommunales or the “ PICs ,” announced a non-binding agreement-in-principle to transfer the analog and digital television activities of the PICs, including all existing subscribers, to Telenet. Subsequently, Telenet and the PICs entered into a binding agreement (the 2008 PICs Agreement ), which closed effective October 1, 2008. Beginning in December 2007, Proximus NV/SA ( Proximus ), the incumbent telecommunications operator in Belgium, instituted several proceedings seeking to block implementation of these agreements. Proximus lodged summary proceedings with the President of the Court of First Instance of Antwerp to obtain a provisional injunction preventing the PICs from effecting the agreement-in-principle and initiated a civil procedure on the merits claiming the annulment of the agreement-in-principle. In March 2008, the President of the Court of First Instance of Antwerp ruled in favor of Proximus in the summary proceedings, which ruling was overturned by the Court of Appeal of Antwerp in June 2008. Proximus brought an appeal judgment before the Belgian Supreme Court, which confirmed the appeal judgment in September 2010. On April 6, 2009, the Court of First Instance of Antwerp ruled in favor of the PICs and Telenet in the civil procedure on the merits, dismissing Proximus’ request for the rescission of the agreement-in-principle and the 2008 PICs Agreement. On June 12, 2009, Proximus appealed this judgment to the Court of Appeal of Antwerp. In this appeal, Proximus also sought compensation for damages. While these proceedings were suspended indefinitely, other proceedings were initiated, which resulted in a ruling by the Belgian Council of State in May 2014 annulling (i) the decision of the PICs not to organize a public market consultation and (ii) the decision from the PICs’ board of directors to approve the 2008 PICs Agreement. In December 2015, Proximus resumed the civil proceedings pending with the Court of Appeal of Antwerp seeking to have the 2008 PICs Agreement annulled and claiming damages of € 1.4 billion ($ 1.5 billion). O n December 18, 2017, the Court of Appeal of Antwerp rejected Proximus’ claim in its entirety. On June 28, 2019, Proximus brought this appeal judgment before the Belgian Supreme Court. On January 22, 2021, the Belgian Supreme Court partially annulled the judgment of the Court of Appeal of Antwerp. The case was referred to the Court of Appeal of Brussels and is currently pending with this Court which will need to make a new decision on the matter within the boundaries of the annulment by the Belgian Supreme Court. It is likely that it will take the Court of Appeal of Brussels several years to decide on the matter.
No assurance can be given as to the outcome of these or other proceedings. However, an unfavorable outcome of existing or future proceedings could potentially lead to the annulment of the 2008 PICs Agreement. We do not expect the ultimate resolution of this matter to have a material impact on our results of operations, cash flows or financial position. No amounts have been accrued by us with respect to this matter as the likelihood of loss is not considered to be probable.
Telekom Deutschland Litigation. On December 28, 2012, Unitymedia filed a lawsuit against Telekom Deutschland GmbH ( Telekom Deutschland ) in which Unitymedia asserted that it pays excessive prices for the co-use of Telekom Deutschland’s cable ducts in Unitymedia’s footprint. The Federal Network Agency approved rates for the co-use of certain ducts of Telekom Deutschland in March 2011. Based in part on these approved rates, Unitymedia sought a reduction of the annual lease fees by approximately five-sixths. In addition, Unitymedia sought the return of similarly calculated overpayments from 2009 through the ultimate settlement date, plus accrued interest. In October 2016, the first instance court dismissed this action, and in March 2018, the court of appeal dismissed Unitymedia’s appeal of the first instance court’s decision. Unitymedia has since successfully appealed the case to the Federal Court of Justice, and proceedings continue before the German courts. The resolution of this matter may take several years and no assurance can be given that Unitymedia’s claims will be successful. 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
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LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2023, 2022 and 2021
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.
Swisscom MVNO Matter. 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. 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. No amounts have been accrued by us with respect to this matter, as the likelihood of loss is not considered to be probable at this stage. We believe the assertions in this claim are unsupported and/or exaggerated and intend to vigorously defend this matter.
Other Contingency Matters. 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. 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. Any such amounts will not be reflected in our consolidated financial statements until such time as the final disposition of such matters has been reached.
Other Regulatory Matters. 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. ). Adverse regulatory developments could subject our businesses to a number of risks. 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. 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.
In addition to the foregoing items, we have contingent liabilities related to matters arising in the ordinary course of business, including (i) legal proceedings, (ii) issues involving VAT and wage, property, withholding and other tax issues and (iii) disputes over interconnection, programming, copyright and channel carriage fees. While we generally expect that the amounts required to satisfy these contingencies will not materially differ from any estimated amounts we have accrued, no assurance can be given that the resolution of one or more of these contingencies will not result in a material impact on our results of operations, cash flows or financial position in any given period. 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.
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LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2023, 2022 and 2021
(19) Segment Reporting
We generally identify our reportable segments as (i) those consolidated subsidiaries that represent 10% or more of our revenue, Adjusted EBITDA (as defined below) or total assets or (ii) those equity method affiliates where our investment or share of revenue or Adjusted EBITDA represents 10% or more of our total assets, revenue or Adjusted EBITDA, respectively. In certain cases, we may elect to include an operating segment in our segment disclosure that does not meet the above-described criteria for a reportable segment. We evaluate performance and make decisions about allocating resources to our operating segments based on financial measures such as revenue and Adjusted EBITDA. In addition, we review non-financial measures such as customer growth, as appropriate.
Adjusted EBITDA is the primary measure used by our chief operating decision maker to evaluate segment operating performance and is also a key factor that is used by our internal decision makers to (i) determine how to allocate resources to segments and (ii) evaluate the effectiveness of our management for purposes of annual and other incentive compensation plans. As we use the term, “ Adjusted EBITDA ” is defined as earnings (loss) from continuing operations before net income tax benefit (expense), other non-operating income or expenses, net share of results of affiliates, net gains (losses) on extinguishment of debt, net realized and unrealized gains (losses) due to changes in fair values of certain investments, net foreign currency gains (losses), net gains (losses) on derivative instruments, net interest expense, depreciation and amortization, share-based compensation, provisions and provision releases related to significant litigation and impairment, restructuring and other operating items. Other operating items include (a) gains and losses on the disposition of long-lived assets, (b) third-party costs directly associated with successful and unsuccessful acquisitions and dispositions, including legal, advisory and due diligence fees, as applicable, and (c) other acquisition-related items, such as gains and losses on the settlement of contingent consideration. Our internal decision makers believe Adjusted EBITDA is a meaningful measure because it represents a transparent view of our recurring operating performance that is unaffected by our capital structure and allows management to (1) readily view operating trends, (2) perform analytical comparisons and benchmarking between segments and (3) identify strategies to improve operating performance in the different countries in which we operate. A reconciliation of earnings or loss from continuing operations to Adjusted EBITDA is presented below.
As of December 31, 2023, our reportable segments are as follows:
Consolidated:
• Sunrise
• Telenet
• VM Ireland
Nonconsolidated:
• VMO2 JV
• VodafoneZiggo JV
On June 1, 2021, we completed the U.K. JV Transaction, whereby we contributed the U.K. JV Entities to the VMO2 JV. Prior to the completion of the U.K. 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. JV Transaction, we restated our segment presentation for all periods to separately present (i) Virgin Media U.K. 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. JV Transaction, we identified the VMO2 JV as a nonconsolidated reportable segment. For additional information regarding the U.K. JV Transaction, see note 6.
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.
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.
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LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2023, 2022 and 2021
We present only the reportable segments of our continuing operations in the tables below.
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 ). These products and services include CPE hardware and related essential software, maintenance, hosting and other services. 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. The other services, including maintenance and hosting, continue to be reported as operating costs in the period incurred (included in our Adjusted EBITDA). The corresponding amounts charged by our T&I Function are reflected as revenue when earned. 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. Segment information has been revised, as applicable, to reflect these changes. 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.
Year ended December 31,
2023 2022 2021
in millions
Increase (decrease) to revenue (a):
Central and Other
$ 243.9 $ 237.5 $ 266.7
Intersegment eliminations ( 243.9 ) ( 237.5 ) ( 266.7 )
Total $ — $ — $ —
Increase (decrease) to Adjusted EBITDA (b):
Sunrise
$ ( 65.0 ) $ ( 40.0 ) $ ( 44.3 )
Telenet
( 8.8 ) ( 8.5 ) ( 9.6 )
VM Ireland
( 23.9 ) ( 13.9 ) ( 16.0 )
Central and Other
158.5 121.7 136.4
Intersegment eliminations ( 60.8 ) ( 59.3 ) ( 66.5 )
Total $ — $ — $ —
Increase (decrease) to property and equipment additions (c):
Sunrise
$ 22.8 $ 22.2 $ 24.9
Telenet
27.7 27.0 30.3
VM Ireland
10.3 10.1 11.3
Central and Other
— — —
Intersegment eliminations ( 60.8 ) ( 59.3 ) ( 66.5 )
Total $ — $ — $ —
_______________
(a) Amounts reflect the revenue recognized within our T&I Function, as well as any applicable markup, related to the Tech Framework.
(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.
(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.
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LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2023, 2022 and 2021
During the second quarter of 2023, we determined to market and sell certain of our internally-developed software to third parties. 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. Further, we now expense the costs of development of such software due to the fact that it is now externally marketed to third parties. 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. 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. The noncontrolling owners’ interests in the operating results of Telenet, prior to the Telenet Takeover Bid, and other less significant majority-owned subsidiaries are reflected in net earnings or loss attributable to noncontrolling interests in our consolidated statements of operations. Furthermore, despite only holding a 50 % noncontrolling interest in both the VMO2 JV and the VodafoneZiggo JV, we present 100 % of the revenue and Adjusted EBITDA of those entities in the tables below. 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,
2023 2022 (a) 2021 (a)
Revenue Adjusted EBITDA Revenue Adjusted EBITDA Revenue Adjusted EBITDA
in millions
Sunrise
$ 3,380.4 $ 1,148.5 $ 3,180.9 $ 1,097.8 $ 3,321.9 $ 1,164.4
Telenet
3,089.2 1,315.2 2,807.3 1,299.6 3,065.9 1,472.2
VM Ireland 506.1 181.4 494.7 183.6 550.0 202.6
Virgin Media U.K. (b)
— — — — 2,736.4 1,085.3
Central and Other
775.7 ( 214.7 ) 959.9 74.7 915.4 103.3
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
VMO2 JV (d)
$ 13,574.1 $ 4,531.3 $ 12,857.2 $ 4,562.2 $ 8,522.9 $ 2,716.6
VodafoneZiggo JV
$ 4,450.5 $ 1,972.5 $ 4,284.6 $ 2,018.0 $ 4,824.2 $ 2,265.6
_______________
(a) Amounts have been revised, as applicable, to reflect the retrospective impact of the Tech Framework, as described above.
(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.
(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.
(d) The 2021 amounts represent the revenue and Adjusted EBITDA of the VMO2 JV for the period beginning June 1, 2021.
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LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2023, 2022 and 2021
The following table provides a reconciliation of earnings (loss) from continuing operations to Adjusted EBITDA:
Year ended December 31,
2023 2022 2021
in millions
Earnings (loss) from continuing operations $ ( 3,873.8 ) $ 1,105.3 $ 13,527.5
Income tax expense 149.6 318.9 473.3
Other income, net ( 225.5 ) ( 134.4 ) ( 44.9 )
Gain on AtlasEdge JV Transactions
— — ( 227.5 )
Gain on U.K. JV Transaction
— — ( 10,873.8 )
Gain on Telenet Tower Sale
— ( 700.5 ) —
Gain associated with the Telenet Wyre Transaction
( 377.8 ) — —
Share of results of affiliates, net 2,019.3 1,267.8 175.4
Losses (gains) on debt extinguishment, net 1.4 ( 2.8 ) 90.6
Realized and unrealized losses (gains) due to changes in fair values of certain investments, net 557.3 323.5 ( 820.6 )
Foreign currency transaction losses (gains), net 70.8 ( 1,407.2 ) ( 1,324.5 )
Realized and unrealized losses (gains) on derivative instruments, net 526.3 ( 1,213.1 ) ( 537.3 )
Interest expense 907.9 589.3 882.1
Operating income (loss) ( 244.5 ) 146.8 1,320.3
Impairment, restructuring and other operating items, net 67.9 85.1 ( 19.0 )
Depreciation and amortization 2,315.2 2,171.4 2,353.7
Share-based compensation expense 231.0 192.1 308.1
Adjusted EBITDA
$ 2,369.6 $ 2,595.4 $ 3,963.1
Balance Sheet Data of our Reportable Segments
Selected balance sheet data of our reportable segments is set forth below:
Long-lived assets Total assets
December 31, December 31,
2023 2022 (a) 2023 2022 (a)
in millions
Sunrise
$ 11,604.0 $ 10,950.4 $ 13,992.2 $ 13,133.0
Telenet
7,137.1 5,779.0 9,801.5 8,917.5
VM Ireland
932.0 813.2 1,183.6 1,084.9
Central and Other
339.6 717.4 17,229.5 19,853.6
Intersegment eliminations ( 118.9 ) ( 94.0 ) ( 118.9 ) ( 94.0 )
Total $ 19,893.8 $ 18,166.0 $ 42,087.9 $ 42,895.0
VMO2 JV
$ 39,073.2 $ 41,087.5 $ 48,039.4 $ 49,809.3
VodafoneZiggo JV
$ 17,725.3 $ 17,845.3 $ 19,714.1 $ 20,211.9
_______________
(a) Amounts have been revised, as applicable, to reflect the retrospective impact of the Tech Framework, as described above.
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LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2023, 2022 and 2021
Property and Equipment Additions of our Reportable Segments
The property and equipment additions of our reportable segments (including capital additions financed under capital-related vendor financing or finance lease arrangements) are presented below and reconciled to the capital expenditure amounts included in our consolidated statements of cash flows. For additional information concerning capital additions financed under vendor financing and finance lease arrangements, see notes 10 and 12, respectively.
Year ended December 31,
2023 2022 (a) 2021 (a)
in millions
Sunrise
$ 586.4 $ 597.9 $ 634.8
Telenet
746.6 643.0 603.8
VM Ireland 176.7 147.4 105.7
Virgin Media U.K. (b)
— — 557.4
Central and Other (c)
129.1 259.9 334.3
Intersegment eliminations (d) ( 60.8 ) ( 59.3 ) ( 66.5 )
Total property and equipment additions 1,578.0 1,588.9 2,169.5
Assets acquired under capital-related vendor financing arrangements ( 178.4 ) ( 182.8 ) ( 661.1 )
Assets acquired under finance leases ( 20.9 ) ( 34.2 ) ( 42.6 )
Changes in current liabilities related to capital expenditures 7.3 ( 68.7 ) ( 57.8 )
Total capital expenditures, net $ 1,386.0 $ 1,303.2 $ 1,408.0
Property and equipment additions:
VMO2 JV (e)
$ 2,478.9 $ 2,785.0 $ 1,706.4
VodafoneZiggo JV
$ 989.8 $ 999.3 $ 990.5
_______________
(a) Amounts have been revised, as applicable, to reflect the retrospective impact of the Tech Framework, as described above.
(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.
(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.
(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.
(e) The 2021 amount represents the property and equipment additions of the VMO2 JV for the period beginning June 1, 2021.
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LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2023, 2022 and 2021
Revenue by Major Category
Our revenue by major category for our consolidated reportable segments is set forth below:
Year ended December 31,
2023 2022 2021
in millions
Residential revenue:
Residential fixed revenue (a):
Subscription revenue (b):
Broadband internet $ 1,491.0 $ 1,378.2 $ 2,371.7
Video 1,091.3 1,077.4 1,831.8
Fixed-line telephony 359.6 381.4 841.1
Total subscription revenue 2,941.9 2,837.0 5,044.6
Non-subscription revenue 69.2 46.3 98.9
Total residential fixed revenue 3,011.1 2,883.3 5,143.5
Residential mobile revenue (c):
Subscription revenue (b) 1,519.3 1,401.4 1,630.7
Non-subscription revenue 550.9 543.7 760.8
Total residential mobile revenue 2,070.2 1,945.1 2,391.5
Total residential revenue 5,081.3 4,828.4 7,535.0
B2B revenue (d):
Subscription revenue 561.7 515.1 619.0
Non-subscription revenue 934.9 861.7 1,243.8
Total B2B revenue
1,496.6 1,376.8 1,862.8
Other revenue (e) 913.5 990.5 913.5
Total $ 7,491.4 $ 7,195.7 $ 10,311.3
_______________
(a) Residential fixed subscription revenue includes amounts received from subscribers for ongoing services and the recognition of deferred installation revenue over the associated contract period. Residential fixed non-subscription revenue includes, among other items, channel carriage fees, late fees and revenue from the sale of equipment.
(b) Residential subscription revenue from subscribers who purchase bundled services at a discounted rate is generally allocated proportionally to each service based on the standalone price for each individual service. As a result, changes in the standalone pricing of our fixed and mobile products or the composition of bundles can contribute to changes in our product revenue categories from period to period.
(c) Residential mobile subscription revenue includes amounts received from subscribers for ongoing services. Residential mobile non-subscription revenue includes, among other items, interconnect revenue and revenue from sales of mobile handsets and other devices.
(d) B2B subscription revenue represents revenue from (i) services provided to small or home office ( SOHO ) subscribers and (ii) mobile services provided to medium and large enterprises. SOHO subscribers pay a premium price to receive expanded service levels along with broadband internet, video, fixed-line telephony or mobile services that are the same or similar to the mass marketed products offered to our residential subscribers. 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.
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LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2023, 2022 and 2021
(e) Other revenue includes, among other items, (i) broadcasting revenue at Telenet, VM Ireland and Sunrise, (ii) revenue earned from the U.K. JV Services and NL JV Services, (iii) revenue earned from the sale of CPE to the VodafoneZiggo JV and (iv) revenue earned from transitional and other services provided to various third parties.
Geographic Segments
The revenue of our geographic segments is set forth below:
Year ended December 31,
2023 2022 2021
in millions
Switzerland $ 3,380.4 $ 3,180.9 $ 3,321.9
Belgium 2,948.2 2,807.3 3,065.9
Ireland 506.1 494.7 550.0
U.K. (a) — — 2,736.4
Slovakia 51.8 49.9 52.3
Other, including intersegment eliminations (b) 604.9 662.9 584.8
Total $ 7,491.4 $ 7,195.7 $ 10,311.3
VMO2 JV (U.K.) (c)
$ 13,574.1 $ 12,857.2 $ 8,522.9
VodafoneZiggo JV (Netherlands)
$ 4,450.5 $ 4,284.6 $ 4,824.2
_______________
(a) Amount represents the revenue of the U.K. JV Entities through the June 1, 2021 closing of the U.K. JV Transaction.
(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. 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:
December 31,
2023 2022 (a)
in millions
Switzerland $ 11,604.0 $ 10,950.4
Belgium 7,087.6 5,779.0
Ireland 932.0 813.2
Slovakia 118.2 116.5
Other (b) 270.9 600.9
Intersegment eliminations ( 118.9 ) $ ( 94.0 )
Total $ 19,893.8 $ 18,166.0
VMO2 JV (U.K.)
$ 39,073.2 $ 41,087.5
VodafoneZiggo JV (Netherlands)
$ 17,725.3 $ 17,845.3
_______________
(a) Amounts have been revised, as applicable, to reflect the retrospective impact of the Tech Framework, as described above.
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LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2023, 2022 and 2021
(b) Primarily relates to certain long-lived assets associated with (i) our Central functions located in the Netherlands, the U.K. and the U.S. and (ii) certain other operations at Telenet, primarily in the U.S. and Luxembourg.
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PART III
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. In the following text, 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.
Except as indicated below, the following required information is incorporated by reference to our definitive proxy statement for our 2024 Annual Meeting of Shareholders, which we intend to hold during the second quarter of 2024.
Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Item 11. EXECUTIVE COMPENSATION
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The information required by Item 201(d) of Regulation S-K is included below and accordingly will not be incorporated by reference to our definitive proxy statement.
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Our independent registered public accounting firm is KPMG LLP, Denver, CO
Auditor Firm ID: 185
We intend to file our definitive proxy statement for our 2024 Annual Meeting of Shareholders with the Securities and Exchange Commission on or before April 28, 2024.
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Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS
Securities Authorized for Issuance Under Equity Compensation Plans
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
Plan Category Number of
securities to be
issued upon
exercise of
outstanding
options, warrants
and rights (1)(2) Weighted average exercise price of outstanding options, warrants and rights (1)(2) Number of
securities
available for
future issuance
under equity
compensation
plans (excluding securities reflected in the first column)
Equity compensation plans approved by security holders:
Liberty Global 2023 Incentive Plan (3):
40,245,318
Liberty Global Class A common shares 37,018 $ 19.03
Liberty Global Class C common shares 74,036 $ 20.13
Liberty Global 2014 Incentive Plan (4):
Liberty Global Class A common shares 24,754,389 $ 26.22
Liberty Global Class C common shares 56,013,129 $ 25.53
Liberty Global 2014 Nonemployee Director Incentive Plan (4):
Liberty Global Class A common shares 622,177 $ 28.87
Liberty Global Class C common shares 2,704,039 $ 24.79
VM Incentive Plan (5):
Liberty Global Class A common shares — $ —
Liberty Global Class C common shares 4,127 $ 24.18
Equity compensation plans not approved by security holders:
None — —
Totals:
Total common shares available for issuance 40,245,318
Liberty Global Class A common shares 25,413,584
Liberty Global Class C common shares 58,795,331
_______________
(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. 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. 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.
(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.
(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. As of
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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.
(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.
(5) On January 30, 2014, our shareholders approved the 2014 Incentive Plans and, accordingly, no further awards were granted under the VM Incentive Plan. The outstanding options under the VM Incentive Plan expired on January 1, 2024.
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PART IV
Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
(a) (1) FINANCIAL STATEMENTS
The financial statements required under this Item begin on page II-42 of this Annual Report on Form 10-K.
(a) (2) FINANCIAL STATEMENT SCHEDULES
The financial statement schedules required under this Item are as follows:
Schedule I - Condensed Financial Information of Registrant (Parent Company Information):
Liberty Global Ltd. Condensed Balance Sheet as of December 31, 2023 (Parent Company Only)
IV-9
Liberty Global Ltd. Condensed Statement of Operations for the period from November 23, 2023 to December 31, 2023 (Parent Company Only) IV-10
Liberty Global Ltd. Condensed Statement of Cash Flows for the period from November 23, 2023 to December 31, 2023 (Parent Company Only) IV-11
Liberty Global plc Condensed Balance Sheet as of December 31, 2022 (Parent Company Only) IV- 12
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
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
(a) (3) EXHIBITS
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). Each reference to the Registrant includes the Registrant’s predecessors, as applicable.
2 -- Plan of Acquisition, Reorganization, Arrangement, Liquidation or Succession:
2.1 Amended Sale and Purchase Agreement, dated as of May 9, 2018, as amended, by and among Liberty Global plc and Vodafone Group plc and certain of their respective subsidiaries (incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed August 5, 2019 (File No. 001-35961)).***
2.2 Contribution Agreement, dated May 7, 2020, by and among Liberty Global plc, Liberty Global Europe 2 Limited, Liberty Global Holdco Limited, Telefónica, S.A., and Telefonica O2 Holdings Limited (incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed May 13, 2020 (File No. 001-35961)).***
2.3 Transaction Agreement, dated as of August 12, 2020 between Liberty Global plc and Sunrise Communications Group AG (incorporated by reference to Exhibit 2.1 to the Registrant’s Quarterly Report on Form 10-Q filed November 4, 2020 (File No. 001-35961)).
2.4 Sale and Purchase Agreement, dated as of September 22, 2021, by and among Liberty Global plc , UPC Poland Holding B.V., P4 sp.z o.o. and Iliad S.A. (incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed September 23, 2021 (File No. 001-35961)).***
3 -- Articles of Incorporation and Bylaws:
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. 001-35961)).
4 -- Instruments Defining the Rights of Securities Holders, including Indentures:
4.1 Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934.*
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. (UPC Broadband Holding) as Borrower, The Bank of Nova Scotia, as Facility Agent, the Guarantors listed therein, the Security Agent and the bank and financial institutions acceding thereto from time to time (the UPC Broadband Holding Bank Facility) (incorporated by reference to Schedule 2 of Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed December 5, 2017 (File No. 001-35961)(the December 2017 8-K)).
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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).
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. 001-35961)).
4.5 Additional Facility AT Accession Agreement dated January 31, 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 February 6, 2020 (File No. 001-35961) (the February 6, 2020 8-K).
4.6 Additional Facility AU Accession Agreement dated January 31, 2020 and entered into between, among others, UPC Broadband Holding B.V. 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).
4.7 Supplemental Deed dated April 23, 2020 between, among others, UPC Broadband Holding B.V. 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. 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. 001-35961)).
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).
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. 001-35961) (the April 26, 2021 8-K).
4.10 Additional Facility AY Accession Agreement dated April 20, 2021 and entered into between, among others, UPC Broadband Holding B.V. 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).
4.11 Additional Facility AZ Accession Agreement dated April 21, 2021 and entered into between, among others, UPC Broadband Holding B.V. as the Company, UPC Financing Partnership as the Borrower, The Bank of Nova Scotia as the Facility Agent and UPC Broadband Finco B.V. as the Additional Facility AZ Lender (incorporated by reference to Exhibit 4.3 to the April 26, 2021 8-K).
4.12 Supplemental Deed dated May 23, 2022 between, among others, UPC Broadband Holding B.V. 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. 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. 001-35961)).
4.13 Supplemental Deed dated June 29, 2023 between, among others, UPC Broadband Holding B.V. 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. 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. 001-35961)).
4.14 Supplemental Deed dated December 22, 2023 between, among others, UPC Broadband Holding B.V. 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. 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. 001-35961)).
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. 000.35961)(the December 2017 8-K/A)).
4.16 Additional Facility AJ Accession Agreement dated December 13, 2017 and entered into between, among others, Telenet International Finance S.a.r.l. as the Borrower, Telenet Financing USD LLC as a Guarantor, The Bank of Nova Scotia as Facility Agent and KBC Bank NV as Security Agent (incorporated by reference to Exhibit 4.5 to the December 2017 8-K/A).
IV-2
4.17 Additional Facility AK Accession Agreement dated December 13, 2017 and entered into between, among others, Telenet International Finance S.a.r.l. as the Borrower, Telenet Financing USD LLC as a Guarantor, The Bank of Nova Scotia as Facility Agent and KBC Bank NV as Security Agent (incorporated by reference to Exhibit 4.6 to the December 2017 8-K/A).
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 ).
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. 001-35961) (the January 30, 2020 8-K)).
4.20 Additional Facility AQ Accession Agreement dated January 24, 2020 and entered into between, among others, Telenet International Finance S.à r.l. 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).
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. 001-35961)).
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. (Incorporated by reference to Exhibit 4.1 to the Registrant's Current report on Form 8-K filed July 6, 2023 (File No. 001-35961)).
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).
4.24 Additional M 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 M Facility Lender under the VMF Senior Facilities Agreement (incorporated by reference to Exhibit 4.3 to the November 2017 8-K).
4.25 Additional N Facility Accession Deed dated October 4, 2019, between Virgin Media Investment Holdings Limited as the Company, Virgin Media Bristol LLC as the Borrower, The Bank of Nova Scotia as the Facility Agent and The Bank of Nova Scotia as Additional N Facility Lender (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed October 10, 2019 (File No. 001-35961) (the October 10, 2019 8-K)).
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).
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. 001-35961)).
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. 001-35961)).
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. 001-35961)).
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)).
IV-3
4.31 Additional Facility R Accession Deed dated September 11, 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 R Lenders (as defined therein) (incorporated by reference to Exhibit 4.2 to the September 16, 2020 8-K ).
4.32 Additional Facility S 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 S Lender (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed September 30, 2020 (the September 30, 2020 8-K)).
4.33 Additional Facility T 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 T Lender (incorporated by reference to Exhibit 4.2 to the September 30, 2020 8-K).
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).
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:
Compensatory Plans or Arrangements
10.1 Deed of Assumption of Liberty Global Ltd. (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. 001-35961) .
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. 001-35961)).
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. 001-35961) ).
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. 001-35961)).
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. 001-35961)).
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. 001-35961)).
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. 001-35961)).
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. 001-35961)).
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. 001-35961)).
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. 001-35961)).
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. 001-35961)).
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. 001-35961)).
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. 001-35961)).
IV-4
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. 001-35961)).
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. 001-35961)).
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. 001-35961)).
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. 001-35961)).
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. 001-35961)).
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. 001-35961)).
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. 001-35961)).
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. 001-35961)).
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. 001-35961)).
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. 001-35961) ).
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. 001-35961)).
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. 001-35961)).
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. 001-35961)).
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. 001-35961)).
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. 001-35961)).
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. 001-35961)).
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. 001-35961)).
Employment Agreements
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. 000-51360)).
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. 001-35961)).
IV-5
10.33+ Employment Agreement dated as of June 28, 2018, between Liberty Global, Inc. 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. 001-35961)).
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. Fries (incorporated by reference to Exhibit 10.9 to the Registrant’s Quarterly Report on Form 10-Q filed August 8, 2019 (File No. 001-35961)).
10.35+ Employment Agreement, dated May 21, 2020, by and between Liberty Global, Inc. and Bryan H. Hall (incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q filed August 3, 2020 (File No. 001-35961)).
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. (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed January 6, 2017 (File No. 001-35961)).
10.37 Shareholders Agreement, dated June 1, 2021, by and among Liberty Global Ltd. (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. 001-35961)).
Other Agreements and Policies
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. 001-35961)).
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. 000-51360)).
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. 001-35961) ).
21 -- List of Subsidiaries*
23 -- Consent of Experts and Counsel:
23.1 Consent of KPMG LLP*
31 -- Rule 13a-14(a)/15d-14(a) Certification:
31.1 Certification of President and Chief Executive Officer*
31.2 Certification of Executive Vice President and Chief Financial Officer (Principal Financial Officer)*
32 -- Section 1350 Certification **
97 -- Policy relating to recovery of erroneously awarded compensation, as required by applicable listing standards adopted pursuant to 17 CFR 240.10D-1:
97.1 Liberty Global Ltd. Compensation Recovery Policy*
101.SCH Inline XBRL Taxonomy Extension Schema Document*
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document*
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase*
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document*
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document*
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)*
_______________
* Filed herewith
** Furnished herewith
*** Schedules and similar attachments to the agreement have been omitted pursuant to Item 601(a)(5) of Regulation S‑K. The Registrant hereby undertakes to furnish supplemental copies of any of the omitted schedules and similar attachments upon request by the United States Securities and Exchange Commission
+ This document has been identified as a management contract or compensatory plan or arrangement.
IV-6
Item 16. FORM 10-K SUMMARY
None.
IV-7
SIGNATURES
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.
LIBERTY GLOBAL LTD.
Dated: February 15, 2024 /s/ BRYAN H. HALL
Bryan H. Hall
Executive Vice President, General Counsel and Secretary
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the date indicated.
Signature Title Date
/s/ JOHN C. MALONE Chairman of the Board February 15, 2024
John C. Malone
/s/ MICHAEL T. FRIES President, Chief Executive Officer and Director February 15, 2024
Michael T. Fries
/s/ ANDREW J. COLE Director February 15, 2024
Andrew J. Cole
/s/ MIRANDA CURTIS Director February 15, 2024
Miranda Curtis
/s/ MARISA D. DREW Director February 15, 2024
Marisa D. Drew
/s/ PAUL A. GOULD Director February 15, 2024
Paul A. Gould
/s/ RICHARD R. GREEN Director February 15, 2024
Richard R. Green
/s/ LARRY E. ROMRELL Director February 15, 2024
Larry E. Romrell
/s/ DANIEL E. SANCHEZ Director February 15, 2024
Daniel E. Sanchez
/s/ J. DAVID WARGO Director February 15, 2024
J. David Wargo
/s/ ANTHONY G. WERNER Director February 15, 2024
Anthony G. Werner
/s/ CHARLES H.R. BRACKEN Executive Vice President and Chief Financial Officer February 15, 2024
Charles H.R. Bracken
/s/ JASON WALDRON Senior Vice President and Chief Accounting Officer February 15, 2024
Jason Waldron
IV-8
LIBERTY GLOBAL LTD.
SCHEDULE I
(Parent Company Information - See Notes to Consolidated Financial Statements)
CONDENSED BALANCE SHEET
(Parent Company Only)
December 31,
2023
in millions
ASSETS
Current assets:
Other receivables — related-party $ 4.1
Total current assets 4.1
Investments in consolidated subsidiaries, including intercompany balances
19,073.7
Other assets, net 17.6
Total assets $ 19,095.4
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Other current liabilities — related-party $ 0.6
Other accrued and current liabilities 11.3
Total current liabilities 11.9
Other long-term liabilities 20.9
Total liabilities 32.8
Commitments and contingencies
Shareholders’ equity:
Class A common shares, $ 0.01 nominal value. Issued and outstanding 171,463,760 shares
1.7
Class B common shares, $ 0.01 nominal value. Issued and outstanding 12,988,658 shares
0.1
Class C common shares, $ 0.01 nominal value. Issued and outstanding 198,153,613 shares
2.0
Additional paid-in capital 1,322.6
Accumulated earnings 15,566.0
Accumulated other comprehensive earnings, net of taxes 2,170.3
Treasury shares, at cost ( 0.1 )
Total shareholders’ equity 19,062.6
Total liabilities and shareholders’ equity $ 19,095.4
IV-9
LIBERTY GLOBAL LTD.
SCHEDULE I
(Parent Company Information - See Notes to Consolidated Financial Statements)
CONDENSED STATEMENT OF OPERATIONS
(Parent Company Only)
Period from November 23, 2023 to December 31, 2023
in millions
Operating costs and expenses:
Selling, general and administrative $ 0.6
Operating loss ( 0.6 )
Non-operating expense:
Interest expense — related-party ( 0.3 )
( 0.3 )
Loss before income taxes and equity in loss of consolidated subsidiaries, net
( 0.9 )
Equity in loss of consolidated subsidiaries, net
( 2,998.7 )
Net loss $ ( 2,999.6 )
IV-10
LIBERTY GLOBAL LTD.
SCHEDULE I
(Parent Company Information - See Notes to Consolidated Financial Statements)
CONDENSED STATEMENT OF CASH FLOWS
(Parent Company Only)
Period from November 23, 2023 to December 31, 2023
in millions
Cash flows from operating activities:
Net loss $ ( 2,999.6 )
Adjustments to reconcile net loss to net cash provided (used) by operating activities:
Equity in loss of consolidated subsidiaries, net 2,998.7
Changes in operating assets and liabilities:
Payables and accruals 0.9
Net cash provided (used) by operating activities —
Cash flows from investing activities:
Net cash provided (used) by investing activities —
Cash flows from financing activities:
Capital contributions from consolidated subsidiaries 107.4
Repurchases of Liberty Global common shares
( 107.4 )
Net cash provided (used) by financing activities —
Net increase (decrease) in cash and cash equivalents and restricted cash
—
Cash and cash equivalents and restricted cash:
Beginning of period —
End of period $ —
IV-11
LIBERTY GLOBAL PLC
SCHEDULE I
(Parent Company Information - See Notes to Consolidated Financial Statements)
CONDENSED BALANCE SHEET
(Parent Company Only)
December 31, 2022
in millions
ASSETS
Current assets:
Cash and cash equivalents $ 1.8
Other receivables — related-party 89.8
Current notes receivable — related-party 0.8
Other current assets 7.5
Total current assets 99.9
Long-term notes receivable — related-party
190.0
Investments in consolidated subsidiaries, including intercompany balances
51,050.7
Other assets, net 16.8
Total assets $ 51,357.4
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable $ 1.1
Other payables — related-party 78.5
Other current liabilities — related-party 0.6
Current portion of notes payable — related-party 12,590.2
Other accrued and current liabilities 25.0
Total current liabilities 12,695.4
Long-term notes payable — related-party 16,200.9
Other long-term liabilities 24.7
Total liabilities 28,921.0
Commitments and contingencies
Shareholders’ equity:
Class A common shares, $ 0.01 nominal value. Issued and outstanding 171,917,370 shares
1.8
Class B common shares, $ 0.01 nominal value. Issued and outstanding 12,994,000 shares
0.1
Class C common shares, $ 0.01 nominal value. Issued and outstanding 274,436,585 shares
2.7
Additional paid-in capital 2,300.8
Accumulated earnings 19,617.7
Accumulated other comprehensive earnings, net of taxes 513.4
Treasury shares, at cost ( 0.1 )
Total shareholders’ equity 22,436.4
Total liabilities and shareholders’ equity $ 51,357.4
IV-12
LIBERTY GLOBAL PLC
SCHEDULE I
(Parent Company Information - See Notes to Consolidated Financial Statements)
CONDENSED STATEMENTS OF OPERATIONS
(Parent Company Only)
Period from January 1, 2023 to November 22, 2023 Year ended December 31,
2022 2021
in millions
Operating costs and expenses:
Selling, general and administrative (including share-based compensation)
$ 89.6 $ 55.7 $ 77.6
Related-party fees and allocations 233.9 239.3 182.5
Depreciation and amortization 1.0 1.2 1.4
Operating loss ( 324.5 ) ( 296.2 ) ( 261.5 )
Non-operating income (expense):
Interest expense — related-party ( 1,395.5 ) ( 1,308.7 ) ( 1,185.6 )
Interest income — related-party 12.8 15.1 31.7
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
Other income, net 0.2 0.3 0.1
( 1,309.5 ) ( 957.0 ) ( 827.1 )
Loss before income taxes and equity in earnings of consolidated subsidiaries, net ( 1,634.0 ) ( 1,253.2 ) ( 1,088.6 )
Equity in earnings of consolidated subsidiaries, net 581.4 2,726.4 14,530.5
Income tax benefit (expense) 0.5 — ( 15.1 )
Net earnings (loss) $ ( 1,052.1 ) $ 1,473.2 $ 13,426.8
IV-13
LIBERTY GLOBAL PLC
SCHEDULE I
(Parent Company Information - See Notes to Consolidated Financial Statements)
CONDENSED STATEMENTS OF CASH FLOWS
(Parent Company Only)
Period from January 1, 2023 to November 22, 2023 Year ended December 31,
2022 2021
in millions
Cash flows from operating activities:
Net earnings (loss) $ ( 1,052.1 ) $ 1,473.2 $ 13,426.8
Adjustments to reconcile net earnings (loss) to net cash used by operating activities:
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
Related-party fees and allocations 233.9 239.3 182.5
Depreciation and amortization 1.0 1.2 1.4
Realized and unrealized gains on derivative instruments, net ( 26.5 ) ( 61.5 ) ( 9.0 )
Foreign currency transaction gains, net ( 46.5 ) ( 274.8 ) ( 317.7 )
Deferred income tax expense (benefit) ( 0.5 ) — 15.1
Changes in operating assets and liabilities:
Receivables and other operating assets ( 25.5 ) 138.5 85.3
Payables and accruals 1,135.6 654.7 709.9
Net cash used by operating activities ( 306.9 ) ( 527.4 ) ( 386.8 )
Cash flows from investing activities:
Distributions and repayments from (investments in and advances to) consolidated subsidiaries, net ( 401.0 ) 22.4 ( 274.8 )
Net cash received related to derivative instruments — 50.0 —
Cash released from the Vodafone Escrow Accounts, net
— 6.5 214.9
Other investing activities, net — — ( 0.1 )
Net cash provided (used) by investing activities ( 401.0 ) 78.9 ( 60.0 )
Cash flows from financing activities:
Borrowings of related-party debt 2,206.1 2,187.8 2,445.3
Repayments of related-party debt ( 106.2 ) ( 26.5 ) ( 443.3 )
Repurchases of Liberty Global common shares
( 1,387.3 ) ( 1,703.4 ) ( 1,580.4 )
Proceeds from the issuance of Liberty Global shares upon exercise of options
1.2 13.0 8.9
Other financing activities, net ( 6.2 ) ( 20.8 ) ( 15.3 )
Net cash provided by financing activities 707.6 450.1 415.2
Effect of exchange rate changes on cash and cash equivalents and restricted cash ( 0.7 ) ( 1.5 ) 0.1
Net increase (decrease) in cash and cash equivalents and restricted cash ( 1.0 ) 0.1 ( 31.5 )
Cash and cash equivalents and restricted cash:
Beginning of period 6.9 6.8 38.3
End of period $ 5.9 $ 6.9 $ 6.8
Details of end of period cash and cash equivalents and restricted cash:
Cash and cash equivalents $ 0.7 $ 1.8 $ 1.7
Restricted cash included in other current assets 5.2 5.1 5.1
Total cash and cash equivalents and restricted cash $ 5.9 $ 6.9 $ 6.8
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LIBERTY GLOBAL LTD.
SCHEDULE II
VALUATION AND QUALIFYING ACCOUNTS
Allowance for doubtful accounts — Trade receivables
Balance at beginning of period Additions to costs and expenses Acquisitions Deductions or write-offs Foreign currency translation adjustments Balance at end of period
in millions
Year ended December 31:
2021
$ 48.3 16.3 ( 1.6 ) ( 18.5 ) ( 2.5 ) $ 42.0
2022
$ 42.0 30.8 — ( 28.5 ) ( 1.2 ) $ 43.1
2023
$ 43.1 25.6 — ( 14.3 ) 3.6 $ 58.0
Allowance for doubtful accounts — Loans to affiliates
Balance at beginning
of period Additions to
costs and
expenses Foreign currency translation adjustments Balance
at end of
period
in millions
Year ended December 31:
2021
$ 38.5 1.0 ( 2.3 ) $ 37.2
2022
$ 37.2 ( 4.5 ) ( 2.5 ) $ 30.2
2023
$ 30.2 ( 1.6 ) 1.0 $ 29.6
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