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Item 1A. Risk Factors

2025-02-18 compared with 2024-02-15 · 174 added, 177 removed, 279 unchanged (56% of the section changed)

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• risks that relate to the competition we or our affiliates face and the technology used in our businesses;

• risks that relate to operating in overseas markets and being subject to foreign regulation;

• risks that relate to certain financial matters;

• risks that relate to operating in overseas markets and being subject to foreign regulation;

• other risks, including risks that, among other things, relate to the obstacles that may be faced by anyone who may seek to acquire us.

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The markets for broadband internet, video, telephony and mobile services are highly competitive.

In the provision of video services, we face competition from FTA and digital terrestrial television ( DTT ) broadcasters, video provided via satellite platforms, networks using DSL, VDSL or vectoring technology, multi-channel multi-point distribution system operators, FTTx networks, OTT video service providers and, in some countries where parts of our systems are overbuilt, cable networks, among others.

In the provision of video services, we face competition from FTA and digital terrestrial television ( DTT ) broadcasters, video provided via satellite platforms, networks using DSL, VDSL or vectoring technology, multi-channel multi-point distribution system operators, FTTx network operators, OTT video service providers and, in some countries where parts of our systems are overbuilt, cable networks, among others.

Our operating businesses are facing increasing competition from video services provided by, or over the networks of, incumbent telecommunications operators and other service providers.

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Many of the incumbent operators offer double-play, triple-play and quad-play bundles of services.

In many countries, we also compete with other operators using local loop unbundling to provide these services, other facilities-based operators and wireless providers.

Developments in DSL as well as investments into FTTx technology by the incumbent telecommunications operators and alternative providers have improved the attractiveness of our competitors’ products and services and strengthened their competitive position.

Developments in wireless technologies, such as 5G and FWA, are creating additional competitive challenges.

In many countries, we also compete with operators using local loop unbundling to provide these services, other facilities-based operators and wireless providers.

Developments in DSL as well as investments in FTTx technology by the incumbent telecommunications operators and alternative providers have improved the attractiveness of our competitors’ products and services and strengthened their competitive position.

Developments in wireless technologies, such as 5G, satellite internet and FWA, are creating additional competitive challenges.

In some of our markets, national and local government agencies may seek to become involved, either directly or indirectly, in the establishment of FTTx networks, DTT systems or other communications systems.

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We expect the level and intensity of competition to continue to increase from both existing competitors and the influx of new market entrants as a result of changes in the regulatory framework of the industries in which we operate, as well as strategic alliances and cooperative relationships among industry participants.

Increased competition could result in increased customer churn, reductions of customer acquisition rates for some products and services and significant price and promotional competition in our markets.

In combination with difficult economic environments, these competitive pressures could adversely impact our ability to increase or, in certain cases, maintain the revenue, average revenue per RGU or mobile subscriber, as applicable ( ARPU ), RGUs, mobile subscribers, Adjusted EBITDA (as defined in note 19 to our consolidated financial

statements included in Part II of this Annual Report on Form 10-K), Adjusted EBITDA margins, liquidity and other financial and operational metrics of our operating segments.

Increased competition could result in increased customer churn, reductions in customer acquisition rates for some products and services and significant price and promotional competition in our markets.

In combination with difficult economic environments, these competitive pressures could adversely impact our ability to increase or maintain the revenue, average revenue per RGU or mobile subscriber, as applicable ( ARPU ), RGUs, mobile subscribers, Adjusted EBITDA (as defined in note 19 to our consolidated financial statements included in Part II

of this Annual Report on Form 10-K), Adjusted EBITDA margins, liquidity and other financial and operational metrics of our operating segments.

Changes in technology may limit the competitiveness of and demand for our services.

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Our significant property and equipment additions may not generate a positive return.

Significant additions to our property and equipment are, or in the future may be, required to add customers to our networks and to upgrade or expand our broadband communications networks and upgrade CPE to enhance our service offerings and improve the customer experience.

Additions to our property and equipment require significant capital expenditures for equipment and associated labor costs to build out and/or upgrade our networks, as well as for related CPE.

Significant additions to our property and equipment are, or in the future may be, required to add or retain customers, upgrade or expand our broadband communications networks and to upgrade CPE to enhance our service offerings and improve the customer experience.

Additions to our property and equipment require significant capital expenditures for materials and associated labor costs to build out and/or upgrade our networks, as well as for related CPE.

Additionally, significant competition, the introduction of new technologies, the expansion of existing technologies, such as FTTx and advanced DSL technologies, the impact of natural disasters or adverse regulatory developments could cause us to decide to undertake previously unplanned builds or upgrades of our networks and CPE.

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

If we are unable to obtain or retain attractively priced, competitive content, demand for our existing and future video services could decrease, thereby limiting our ability to attract new customers, maintain existing customers and/or migrate customers from lower-tier programming to higher-tier programming, thereby inhibiting our ability to execute our business plans.

If we are unable to obtain or retain attractively priced, competitive content, demand for our existing and future video services could decrease, thereby limiting our ability to attract new customers, retain existing customers and/or migrate customers from lower-tier programming to higher-tier programming, thereby inhibiting our ability to execute our business plans.

Furthermore, we may be placed at a competitive disadvantage if certain of our competitors obtain exclusive programming rights, particularly with respect to popular sports and movie programming.

We depend on third-party suppliers and licensors to supply necessary equipment, software and certain services required for our businesses.

We depend on third-party suppliers and licensors to supply and support necessary equipment, software and certain services required for our businesses.

We rely on third-party vendors for the equipment, software and services that we require in order to provide services to our customers.

Our suppliers often conduct business worldwide and their ability to meet our needs is subject to various risks, including political and economic instability, natural calamities, interruptions in transportation or supply chain systems, terrorism and labor issues.

As a result, we may not be able to obtain the equipment, software and services required for our businesses on a timely basis or on satisfactory terms.

As a result, we may not be able to obtain or update the equipment, software and services required for our businesses on a timely basis or on satisfactory terms.

Any shortfall in CPE could lead to delays in completing extensions or upgrades to our networks and in connecting customers to our services and, accordingly, could adversely impact our ability to maintain or increase our RGUs, revenue and cash flows.

Also, if demand exceeds the suppliers’ and licensors’ capacity or if they experience financial difficulties, the ability of our businesses to provide some services may be materially adversely affected, which in turn could affect our businesses’ ability to attract and retain customers.

Also, if demand exceeds the suppliers’ and licensors’ capacity or if they experience financial or operational difficulties, the ability of our businesses to provide some services may be materially adversely affected, which in turn could affect our businesses’ ability to attract and retain customers.

Previously, we have experienced certain business disruptions due to the recent worldwide silicon shortage, which has increased, and may continue to increase, the delivery lead times and pricing of certain of our key components.

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We rely upon intellectual property that is owned or licensed by us to use various technologies, conduct our operations and sell our products and services.

Legal challenges could be made against our use of our or our licensed intellectual property rights (such as trademarks, patents and trade secrets) and we may be required to enter into licensing arrangements on unfavorable terms, incur monetary damages or be enjoined from use of the intellectual property rights in question.

Legal challenges could be made against our use of our or our licensed intellectual property rights (such as trademarks, copyright patents and trade secrets) and we may be required to enter into licensing arrangements on unfavorable terms, incur monetary damages or be enjoined from use of the intellectual property rights in question.

Spectrum cost and availability and regulation may adversely affect our business, financial condition and operating results .

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As a result, we will continue to actively seek to make additional investment in spectrum, which could be significant.

The continued interest in, and acquisition of, spectrum by existing carriers and others may reduce our ability to acquire, and increase the acquisition cost of, spectrum in the secondary market or negatively impact our ability to gain access to spectrum through other means, including government auctions.

The continued interest in, and acquisition of, spectrum by existing carriers and other commercial and governmental entities may reduce our ability to acquire, and increase the acquisition cost of, spectrum in the secondary market or negatively impact our ability to gain access to spectrum through other means, including government auctions.

Our return on investment in spectrum depends on our ability to attract additional customers and to provide additional services and usage to existing customers.

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Certain regulatory bodies may impose conditions on the acquisition or use of new wireless broadband mobile spectrum that may negatively impact our ability to obtain spectrum economically or in appropriate configurations or coverage areas.

If we cannot acquire needed spectrum, if competitors acquire spectrum that allows them to provide competitive services or if we cannot deploy services over acquired spectrum on a timely basis without burdensome conditions, at reasonable costs, or while maintaining network quality levels, our ability to attract and retain customers and our business, financial condition and operating results could be materially adversely affected.

If we cannot acquire sufficient spectrum, if competitors acquire spectrum that allows them to provide competitive services or if we cannot deploy our services over acquired spectrum on a timely basis, without burdensome conditions, at reasonable costs or while maintaining network quality levels, our ability to attract and retain customers and our business, financial condition and operating results could be materially adversely affected.

Certain of our businesses that offer mobile telephony and data services rely on the radio access networks of third-party wireless network providers to carry our mobile communications traffic.

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Some of these are managed, hosted, provided or used by third-party service providers or their vendors, to assist in conducting our business.

In addition, the hardware supporting a large number of critical systems for our cable network in a particular country or geographic region is housed in a relatively small number of locations.

Our and our third-party service providers’ systems and equipment (including our routers and set-top boxes) are vulnerable to damage or security breach from a variety of sources, including telecommunications failures, power loss (such as

blackouts or brownouts), malicious human acts, security flaws and natural disaster or extreme weather events (including heatwaves, large storms and floods, whether or not arising from short-term or long-term changes in weather patterns).

In addition, the hardware supporting a large number of critical systems for our fixed network in a given country or geographic region may be housed in a relatively small number of locations.

Our and our third-party service providers’ systems and equipment (including our routers and set-top boxes) are

vulnerable to damage or security breach from a variety of sources, including telecommunications failures, power loss (such as blackouts or brownouts), malicious human acts, security flaws and natural disaster or extreme weather events (including heatwaves, large storms and floods, whether or not arising from short-term or long-term changes in weather patterns).

Moreover, despite our security measures, unauthorized parties may gain access to or disrupt our or our third-party service providers’ servers, systems and equipment by, among other things, hacking into our servers, systems and equipment or those of our third-party service providers through fraud, computer viruses, worms, phishing, physical or electronic break-ins or burglaries or errors by our or our third-party service providers’ employees.

We and our third-party service providers may not be able to anticipate or respond in an adequate and timely manner to attempts to obtain unauthorized access to, disable or degrade our or our third-party service providers’ systems because the techniques for doing so change frequently, are increasingly complex and sophisticated and are difficult to detect for periods of time.

In addition, as discussed further below, the security measures and procedures we and our third-party service providers have in place to protect personal data and other information may not be sufficient to counter all data security breaches, cyber-attacks or system failures.

In addition, as discussed further below, the security measures and procedures that we and our third-party service providers have in place to protect personal data and other information may not be sufficient to counter all data security breaches, cyber-attacks or system failures.

In some cases, mitigation efforts may depend on third parties who may not deliver products or services that meet the required contractual standards or whose hardware, software or network services may be subject to error, defect, delay or outage.

Through our operations, sales and marketing activities, we collect and store certain personal information related to our customers.

Through our operations, sales and marketing activities, we collect and store certain customer information.

This may include phone numbers, drivers license numbers, contact preferences, personal information stored on electronic devices and payment information, including credit and debit card data.

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Despite the precautions we have taken, unanticipated problems affecting our systems and equipment could cause business disruptions, such as failures in our information technology systems, disruption in the transmission of signals over our networks, unauthorized access to the data and information we gather or similar problems.

Further, although we devote significant resources to our cybersecurity programs and have implemented security measures to protect our systems and data, and to prevent, detect and respond to data security incidents, there can be no assurance that our efforts will prevent these threats.

There can be no assurance that the security measures that we have implemented to protect our systems and data, and to prevent, detect and respond to data security incidents, will be successful.

Any disruptive situation that causes loss, misappropriation, misuse or leakage of data could damage our reputation and the credibility of our operating companies and could subject us to potential liability, including litigation or other legal actions against us, the imposition of penalties, fines, fees or liabilities, which may not be covered by our insurance policies, and lost customers or revenue.

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Although we have not detected another material security breach or cybersecurity incident to date, we have been the target of events of this nature and expect to be subject to similar attacks in the future.

Factors Relating to Certain Financial Matters

Our substantial leverage could limit our ability to obtain additional financing and have other adverse effects.

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

In this regard, we generally seek to cause our operating subsidiaries and joint ventures to maintain their debt at levels that result in a consolidated debt balance that is between four and five times our consolidated Adjusted EBITDA (using consistent currency exchange rates for debt and Adjusted EBITDA).

As a result, we are highly leveraged.

At December 31, 2024, the outstanding principal amount of our consolidated debt, together with our finance lease obligations, aggregated $9.2 billion, including $0.9 billion that is classified as current on our consolidated balance sheet and $2.4 billion that is not due until 2029 or thereafter.

We believe that

we have sufficient resources to repay or refinance the current portion of our debt and finance lease obligations and to fund our foreseeable liquidity requirements during the next 12 months.

However, as the amount of debt that is maturing increases in later years, we anticipate that we will seek to refinance or otherwise extend our debt maturities.

As a result of unfavorable geopolitical conditions in 2024, credit markets were not offering attractive terms for issuance and thus we did not complete any refinancing transactions on our consolidated businesses.

No assurance can be given that we will be able to complete these refinancing transactions or otherwise extend our debt maturities.

In this regard, it is not possible to predict how political and economic conditions, sovereign debt concerns or any adverse regulatory developments could impact the credit and equity markets we access and, accordingly, our future liquidity and financial position.

Our ability to service or refinance our debt and to maintain compliance with the leverage covenants in the credit agreements and indentures of our borrowing groups is dependent primarily on our ability to maintain or increase the Adjusted EBITDA of our operating subsidiaries and joint ventures and to achieve adequate returns on our property and equipment additions and acquisitions.

In addition, our ability to obtain additional debt financing is limited by the incurrence-based leverage covenants contained in the various debt instruments of our borrowing groups.

For example, if the Adjusted EBITDA of one of our borrowing groups were to decline, our ability to obtain additional debt could be limited.

Accordingly, if our cash provided by operations declines or we encounter other material liquidity requirements, we may be required to seek additional debt or equity financing in order to meet our debt obligations and other liquidity requirements as they come due.

In addition, our current debt levels may limit our ability to incur additional debt financing to fund working capital needs, acquisitions, property and equipment additions or other general corporate requirements.

We can give no assurance that any additional debt or equity financing will be available on terms that are as favorable as the terms of our existing debt, or at all.

Further, our board of directors has approved a share repurchase program for Liberty Global in 2025.

Any cash used by our company in connection with any future repurchases of our common shares would not be available for other purposes, including the repayment of debt.

For additional information concerning our share repurchase programs, see note 14 to our consolidated financial statements included in Part II of this Annual Report on Form 10-K.

Certain of our subsidiaries and joint ventures are subject to various debt instruments that contain restrictions on how we finance our operations and operate our businesses, which could impede our ability to engage in beneficial transactions.

Certain of our subsidiaries and joint ventures are subject to significant financial and operating restrictions contained in outstanding credit agreements, indentures and similar instruments of indebtedness.

These restrictions will affect, and in some cases significantly limit or prohibit, among other things, the ability of those subsidiaries and joint ventures to:

• incur or guarantee additional indebtedness;

• pay dividends or make other upstream distributions;

• make investments;

• transfer, sell or dispose of certain assets, including subsidiary stock;

• merge or consolidate with other entities;

• engage in transactions with us or other affiliates;

• create liens on their assets.

As a result of the restrictions contained in these debt instruments, the companies party thereto, and their subsidiaries, could be unable to obtain additional capital in the future to:

• fund property and equipment additions or acquisitions that could improve their value;

• meet their loan and capital commitments to their business affiliates;

• invest in companies in which they would otherwise invest;

• fund any operating losses or future development of their business affiliates;

• obtain lower borrowing costs that are available from secured lenders or engage in advantageous transactions that monetize their assets;

• conduct other necessary or prudent corporate activities.

revolving credit facility exceed a certain percentage of the commitments under such revolving credit facility.

Their ability to meet these financial covenants may be affected by adverse economic, competitive or regulatory developments and other events beyond their control, and we cannot assure you that these financial covenants will be met.

In the event of a default under such subsidiaries’ and joint ventures’ credit agreements or indentures, the lenders or bondholders, as applicable, may accelerate the maturity of the indebtedness under those agreements or indentures, which could result in a default under other outstanding credit facilities or indentures.

We cannot be certain that any of these subsidiaries or joint ventures will have sufficient assets to repay indebtedness outstanding under their credit agreements and indentures.

Any refinancing of this indebtedness is likely to contain similar restrictive covenants.

We are exposed to interest rate risks.

Shifts in such rates may adversely affect the debt service obligations of our subsidiaries and joint ventures.

We are exposed to the risk of fluctuations in interest rates, primarily through the credit facilities of certain of our subsidiaries and joint ventures, which are indexed to EURIBOR, the Secured Overnight Financing Rate ( SOFR ), the Term Secured Overnight Financing Rate ( Term SOFR ), the Sterling Overnight Index Average ( SONIA ) or other base rates.

Although we enter into various derivative transactions to manage exposure to movements in interest rates, there can be no assurance that we will be able to continue to do so at a reasonable cost, or at all.

If we are unable to effectively manage our interest rate exposure through derivative transactions, any increase in market interest rates would increase our interest rate exposure and debt service obligations, which would exacerbate the risks associated with our leveraged capital structure.

There have been significant changes in the benchmark interest rates used to set floating rates on our debt and derivative instruments.

ICE Benchmark Administration (the entity that administers LIBOR) ceased to publish GBP LIBOR rates after December 31, 2021, and it ceased to publish USD LIBOR rates after June 30, 2023.

The methodology for EURIBOR has been reformed and EURIBOR has been granted regulatory approval to continue to be used.

We have agreed amendments in respect of all of our debt and derivative instruments to replace the ceased rates.

For USD, these reference SOFR administered by the Federal Reserve Bank of New York or Term SOFR administered by CME Group Benchmark Administration Limited.

For GBP, these reference SONIA administered by the Bank of England.

We are subject to increasing operating costs and inflation risks, which may adversely affect our results of operations.

While our operations attempt to increase our subscription rates to offset increases in programming, inputs and operating costs, there is no assurance that they will be able to do so.

In certain countries in which we operate, our ability to increase subscription rates is subject to regulatory controls.

Also, our ability to increase subscription rates may be constrained by competitive pressures.

Therefore, programming, inputs and operating costs may rise faster than associated revenue, resulting in a material negative impact on our cash flows and net earnings or loss.

We are also impacted by inflationary pressures, which remain elevated, in salaries, wages, benefits, regulatory, energy and other administrative costs in certain of our markets as a result of, among other things, the ongoing invasion of Ukraine by Russia and the ongoing conflicts in the Middle East.

Continuing uncertainties and challenging conditions in the global economy and in the countries in which we operate may adversely impact our business, financial condition and results of operations.

The current macroeconomic environment is highly volatile, with continued instability in global markets, including ongoing trade negotiations, uncertainty over inflation and interest rates, energy price fluctuations, continued escalation in geopolitical tensions having all contributed to a challenging global economic environment.

Future developments are dependent upon a number of political and economic factors, including the higher borrowing levels by countries around the world and the potential for lower growth expectations, changing global interest rates, trade protection policies and continued inflationary pressures.

As a result, we cannot predict how long challenging conditions will exist or the extent to which the markets in which we operate may deteriorate.

Additional risks arising from the ongoing economic challenges in Europe are described below under the Risk Factor titled:

We are exposed to sovereign debt and currency instability risks that could have an adverse impact on our liquidity, financial condition and cash flows.

Unfavorable economic conditions, including the current cost-of-living crises in many of the countries in which we operate, may impact a significant number of our subscribers and/or the prices we are able to charge for our products and services and, as a result, it may be (i) more difficult for us to attract new subscribers and maintain current subscribers, (ii) more likely that subscribers will downgrade or disconnect their services and (iii) more difficult for us to maintain ARPUs at existing levels.

Countries may also seek new or increased revenue sources due to fiscal deficits.

Such actions may further adversely affect our company and our joint ventures.

Accordingly, our ability to increase or maintain, the revenue, ARPUs, RGUs, mobile subscribers, Adjusted EBITDA, margins and liquidity of our operating segments could be adversely affected if the macroeconomic environment remains uncertain or declines further.

We are currently unable to predict the extent of any of these potential adverse effects.

We are exposed to sovereign debt and currency instability risks that could have an adverse impact on our liquidity, financial condition and cash flows.

Our operations are subject to macroeconomic and political risks that are outside of our control.

For example, high levels of sovereign debt in the U.S.

and several countries in which we or our affiliates operate could potentially lead to additional fiscal reforms (including austerity measures), tax increases, sovereign debt restructurings, high corporate default rates, currency instability, increased counterparty credit risk, high levels of volatility and disruptions in the credit and equity markets, as well as other outcomes that might adversely impact our company.

With regard to currency instability issues, concerns exist in the Eurozone with respect to individual macro-fundamentals on a country-by-country basis, as well as with respect to the overall stability of the European monetary union and the suitability of a single currency to appropriately deal with specific fiscal management and sovereign debt issues in individual Eurozone countries.

The realization of these concerns could lead to the exit of one or more countries from the European monetary union and the re-introduction of individual currencies in these countries, or, in more extreme circumstances, the possible dissolution of the European monetary union entirely, which could result in the redenomination of a portion or, in the extreme case, all of our euro-denominated assets, liabilities and cash flows to the new currency of the country in which they originated.

This could result in a mismatch in the currencies of our assets, liabilities and cash flows.

Any such mismatch, together with the capital market disruption that would likely accompany any such redenomination event, could have a material adverse impact on our liquidity and financial condition.

Furthermore, any redenomination event would likely be accompanied by significant economic dislocation, particularly within the Eurozone countries, which in turn could have an adverse impact on demand for our products and services, and accordingly, on our revenue and cash flows.

Moreover, any changes from euro to non-euro currencies within the countries in which we operate would require us to modify our billing and other financial systems.

No assurance can be given that any required modifications could be made within a time frame that would allow us to timely bill our customers or prepare and file required financial reports.

In light of the significant exposure that we have to the euro through our euro-denominated borrowings, derivative instruments, cash balances and cash flows, a redenomination event could have a material adverse impact on our company.

We may not freely access the cash of our operating companies.

Our operations are conducted through our subsidiaries and joint ventures.

Our current sources of corporate liquidity include (i) our cash and cash equivalents, (ii) investments held under separately-managed accounts ( SMAs ) and the levered structure note and (iii) interest and dividend income received on our cash and cash equivalents and investments.

From time to time, we also receive (a) proceeds in the form of distributions or loan repayments from our subsidiaries, joint ventures or affiliates, (b) proceeds upon the disposition of investments and other assets and (c) proceeds in connection with the incurrence of debt or the issuance of equity securities.

The ability of our operating subsidiaries and joint ventures to pay dividends or to make other payments or advances to us depends on their individual operating results and any statutory, regulatory or contractual restrictions to which they may be or may become subject and in some cases our receipt of such payments or advances may be limited due to tax considerations or the presence of noncontrolling interests.

Most of our operating subsidiaries and joint ventures are subject to credit agreements or indentures that restrict sales of assets and prohibit or limit the payment of dividends or the making of distributions, loans or advances to shareholders and partners, including us.

In addition, because these subsidiaries and joint ventures are separate and distinct legal entities they have no obligation to provide us funds for payment obligations, whether by dividends, distributions, loans or other payments.

We are exposed to the risk of default by the counterparties to our cash and short-term investments, derivative and other financial instruments and undrawn debt facilities.

Although we seek to manage the credit risks associated with our cash and short-term investments, derivative and other financial instruments and undrawn debt facilities, we are exposed to the risk that our counterparties will default on their obligations to us.

While we regularly review our credit exposures and currently have no specific concerns about the creditworthiness of any counterparty for which we have material credit risk exposures, we cannot rule out the possibility that one or more of our counterparties could fail or otherwise be unable to meet its obligations to us.

Any such instance of default or failure could have an adverse effect on our cash flows, results of operations, financial condition and/or liquidity.

In this regard, (i) we may incur losses to the extent that we are unable to recover debts owed to us, including cash deposited and the value of financial losses, (ii) we may incur significant costs to recover amounts owed to us, and such recovery may take a long period of time or may not be possible at all, (iii) our derivative liabilities may be accelerated by the default of our counterparty, (iv) we may be exposed to financial risks as a result of the termination of affected derivative contracts, and it may be costly or impossible to replace such contracts or otherwise mitigate such risks, (v) amounts available under committed credit facilities may be reduced and (vi) disruption to the credit markets could adversely impact our ability to access debt financing on favorable terms, or at all.

At December 31, 2024, our exposure to counterparty credit risk included (i) cash and cash equivalents, restricted cash and investments held under SMAs of $2.2 billion, (ii) aggregate undrawn debt facilities of $728.5 million and (iii) derivative assets with an aggregate fair value of $442.4 million.

For additional information regarding our investments held under SMAs, derivative instruments and debt, see notes 7, 8 and 11, respectively, to our consolidated financial statements included in Part II of this Annual Report on Form 10-K.

We may not report net earnings.

We reported earnings (loss) from continuing operations of $1,869.1 million, ($3,659.1 million) and $771.7 million during 2024, 2023 and 2022, respectively.

In light of our historical financial performance, we cannot be certain that we will report net earnings in the near future.

Factors Relating to Operations and Regulation

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Operational risks that we may experience in certain countries include disruptions of services or loss of property or equipment that are critical to overseas businesses due to expropriation, nationalization, war, insurrection, terrorism or general social or political unrest.

Legislation enacted in Bermuda as to economic substance may affect our operations.

Pursuant to the Economic Substance Act 2018 of Bermuda, as amended (the ES Act ), a registered entity, other than an entity which is resident for tax purposes in certain jurisdictions outside Bermuda that carries on as a business any one or more of the “relevant activities” referred to in the ES Act, must comply with economic substance requirements.

The ES Act may require in-scope Bermuda entities which are engaged in such “relevant activities” to be directed and managed in Bermuda have an adequate level of qualified employees in Bermuda, incur an adequate level of annual expenditure in Bermuda, maintain physical offices and premises in Bermuda or perform core income-generating activities in Bermuda.

The list of “relevant activities” includes carrying on any one or more of banking, insurance, fund management, financing, leasing, headquarters, shipping, distribution and service center, intellectual property and holding entities.

To the extent we are conducting a relevant activity, we believe it will be the relevant activity of a “holding entity” within the meaning of the ES Act and we should only be subject to minimum economic substance requirements under the ES Act and related regulations.

However, if we are deemed to be carrying on another “relevant activity,” other than that of a holding entity, we may be required to increase our substance in Bermuda in response to requirements imposed by the ES Act and related regulations.

This could result in additional costs that could adversely affect our financial condition or results of operations.

We are exposed to foreign currency exchange rate risk.

We are exposed to foreign currency exchange rate risk with respect to our consolidated debt in situations where our debt is denominated in a currency other than the functional currency of the operations or assets whose cash flows support our ability to repay or refinance such debt.

We are exposed to foreign currency exchange rate risk with respect to our debt in situations where our debt is denominated in a currency other than the functional currency of the operations or assets whose cash flows support our ability to repay or refinance such debt.

Although we generally match the denomination of our and our subsidiaries’ borrowings with the functional currency of the operations or assets that are supporting the respective borrowings, market conditions or other factors may cause us to enter into borrowing arrangements that are not denominated in the functional currency of the underlying operations (unmatched debt).

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At December 31, 2024, substantially all of our debt was either directly or synthetically matched to the applicable functional currencies of the underlying operations.

We are also exposed to foreign currency exchange rate risk with respect to our cash and cash equivalents and investments held under separately-managed accounts ( SMAs ).

We are also exposed to foreign currency exchange rate risk with respect to our cash and cash equivalents and investments held under SMAs.

A substantial portion of our cash and cash equivalents is held in U.S.

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dollar (our reporting currency) against the currencies of our operating subsidiaries when their respective financial statements are translated into U.S.

inclusion in our consolidated financial statements.

dollars for inclusion in our consolidated financial statements.

Cumulative translation adjustments are recorded in accumulated other comprehensive earnings or loss as a separate component of equity.

Any increase (decrease) in the value of the U.S.

dollar against any foreign currency that is the functional currency of one of our operating subsidiaries will cause us to experience unrealized foreign currency translation losses (gains) with respect to amounts already invested in such foreign currencies.

dollar against any foreign currency that is the functional currency of one of our operating subsidiaries will cause us to experience

unrealized foreign currency translation losses (gains) with respect to amounts already invested in such foreign currencies.

Accordingly, we may experience a negative impact on our comprehensive earnings or loss and equity with respect to our holdings solely as a result of foreign currency translation.

Our primary exposure to foreign currency translation risk during the three months ended December 31, 2023 was to the euro and Swiss franc, as 55.1% and 46.7% of our reported revenue during the period was derived from subsidiaries whose functional currencies are the euro and Swiss franc, respectively.

Our primary exposure to foreign currency translation risk during the three months ended December 31, 2024 for our continuing operations was to the euro, as substantially all of our reported revenue during the period was derived from subsidiaries whose functional currencies are the euro.

In addition, our reported operating results are impacted by changes in the exchange rates for other local currencies in Europe.

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Our businesses are subject to risks of adverse regulation.

Our businesses are subject to the unique regulatory regimes of the countries in which they operate.

Our businesses are subject to the regulatory regimes of the countries in which they operate.

Broadband internet, video distribution, telephony and mobile services are subject to licensing or registration eligibility rules and regulations, which vary by country.

Countries in which we operate may adopt laws and regulations regarding electronic commerce, which could dampen the growth of the internet services being offered and developed by our businesses.

Countries in which we operate may adopt laws and regulations regarding electronic commerce or electromagnetic radiation mitigation measures, which could dampen the growth of the broadband or mobile services being offered and developed by our businesses.

In a number of countries, our ability to increase prices for or change our services, including the programming packages we offer, is limited by regulation or conditions imposed by competition authorities, is subject to review by regulatory authorities or is subject to termination rights of customers.

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Adverse changes in rules and regulations could:

• impair our ability to use our networks in ways that would generate maximum revenue and Adjusted EBITDA;

• impair our ability to use our networks in ways that would generate optimal financial results;

• create a shortage of capacity on our networks, which could limit the types and variety of services we seek to provide our customers;

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• significantly and adversely impact our results of operations.

Businesses, including ours, that offer multiple services, such as video distribution as well as internet, telephony, and/or mobile services, or that are vertically integrated and offer both video distribution and programming content, often face close regulatory scrutiny from competition authorities.

This is particularly the case with respect to any proposed business combinations, which often require clearance from the European Commission or national competition authorities, which can block, impose conditions on or delay an acquisition, thus possibly hampering our opportunities for growth.

Businesses, including ours, that offer multiple services, such as video distribution as well as broadband, telephony, and/or mobile services, or that are vertically integrated and offer both video distribution and programming content, often face close regulatory scrutiny from competition authorities.

This is particularly the case with respect to any proposed business combinations that often require clearance from the European Commission or national competition authorities, which can block, impose conditions on or delay an acquisition, thus possibly hampering our opportunities for growth.

Additional scrutiny is also imposed under the national foreign direct investment screening regimes recently adopted by the U.K.

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Member States, which allow national governments to review and impose conditions on certain transactions involving critical infrastructures such as telecommunications.

In the event conditions are imposed and we fail to meet them in a timely manner, the relevant authority or governments may impose fines and, if in connection with a transaction, may require restorative measures, such as a disposition of assets or divestiture of operations.

For information on certain other regulatory developments that could adversely impact our results of operations in future periods, see Legal and Regulatory Proceedings and Other Contingencies in note 18 to our consolidated financial statements included in Part II of this Annual Report on Form 10-K.

New and existing legislation, and interpretations thereof, may significantly alter the regulatory regimes applicable to us, which could adversely affect our competitive position and profitability, and we may become subject to more extensive regulation, particularly if we are deemed to possess significant market power in any of the markets in which we operate.

Significant changes to the existing regulatory regimes applicable to the provision of internet, video, telephony and mobile services have been and are still being introduced.

Significant changes to the existing regulatory regimes applicable to the provision of broadband, video, telephony and mobile services have been and are still being introduced.

For example, in the E.U., the Code is the primary source of communications regulation affecting our E.U.

businesses, including access, user and privacy rights, video must-carry services and our competitive activities.

and Switzerland have systems that largely reflect the principles of the E.U.

In addition, we are

subject to regular review by national regulatory authorities in the E.U.

has a system that largely reflects the principles of the E.U.

In addition, we are subject to regular review by national regulatory authorities in the E.U.

concerning whether we exhibit SMP.

A finding of SMP can result in our company becoming subject to open access, pricing and other requirements that could potentially advantage our competitors.

This has resulted, for example, in obligations with respect to call termination for our telephony business in Europe and video and broadband internet access obligations in Belgium.

If any laws, regulations or rules are enacted or reinterpreted so as to expand the regulation of our products and services or our disclosure obligations, they could affect our operations or require significant expenditures.

For example, a certain number of our business operations will become subject to corporate responsibility reporting obligations pursuant to the CSRD in the coming years.

resulted, for example, in obligations with respect to call termination for our telephony business in Europe and video and broadband internet access obligations in Belgium.

If any laws, regulations or rules are enacted or interpreted so as to expand the regulation of our products and services or our disclosure obligations, this could affect our operations or require significant expenditures.

We cannot predict future developments in these areas, and any changes to the regulatory framework for our products and services or our disclosure obligations could have a negative impact on our business and results of operations.

A certain number of our operations will become subject to reporting obligations under the CSRD as of January 1, 2024.

The U.K.’s departure from the E.U.

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laws or regulations, to retain, amend or repeal;

• various geopolitical forces may impact the global economy and our business, including, for example, other E.U.

• various geopolitical forces that may impact the global economy and our business, including, for example, other E.U.

Member States (in particular those Member States where we have operations) proposing referendums to, or electing to, exit the E.U.

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Historically, our businesses have grown, in part, through selective acquisitions that enabled them to take advantage of existing networks, local service offerings and region-specific management expertise, and we have also taken advantage of attractive opportunities to sell select businesses and partner with others.

We expect to seek to continue improving our company through attractive acquisitions, dispositions, joint ventures, partnerships or other similar transactions in select markets, such as, the sale of UPC Poland in April 2022, the Telenet Tower Sale in June 2022 and the Telenet Takeover Bid in October 2023, as well as the formations of the VMO2 JV in June 2021, the AtlasEdge JV in September 2021 and the nexfibre JV in December 2022 and the creation of Wyre by Telenet and Fluvius in July 2023.

We expect that we will continue improving our company through attractive acquisitions, dispositions, joint ventures, partnerships or other similar transactions in select markets, such as, the sale of UPC Poland in April 2022, the Telenet Tower Sale in June 2022, the Telenet Takeover Bid in October 2023, the Spin-off of Sunrise in November 2024 and the purchase of a controlling interest in Formula E in October 2024, as well as the formations of the VMO2 JV in June 2021, the AtlasEdge JV in September 2021, the nexfibre JV in December 2022 and the creation of Wyre by Telenet and Fluvius in July 2023.

Our ability to complete any transaction may be limited by many factors, including government regulation, availability of financing, our or our counterparty’s debt covenants, the prevalence of complex ownership structures among potential targets, acquirers, joint ventures or partners, disapproval by shareholders of potential targets or acquirers and competition from other potential acquirers, including private equity funds.

Even if we are successful in completing such transactions, integration and separation activities may present significant costs and challenges.

Even if we are successful in completing such transactions, integration and separation activities, including providing transitional services, may present significant costs and challenges, such as diverting the attention of certain of our employees away from other productive activities.

We cannot be assured that we will be successful with respect to acquisitions, dispositions, joint ventures, partnerships or other similar transactions or realizing the anticipated benefits thereof.

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The expected synergies and benefits from our acquisitions and joint ventures may not be realized in the amounts anticipated or may not be realized within the expected time frame, and risks associated with the foregoing may also result from the extended delay in the integration of the companies.

Our ability to realize the anticipated benefits of our acquisitions and joint ventures will depend, to a large extent, on our ability to integrate our businesses and the acquired or joint venture company’s business in a manner that facilitates growth opportunities and achieves the projected cost savings.

Our ability to realize the anticipated benefits of our acquisitions

and joint ventures will depend, to a large extent, on our ability to integrate our businesses and the acquired or joint venture company’s business in a manner that facilitates growth opportunities and achieves the projected cost savings.

In addition, some of the anticipated synergies are not expected to occur for some time following the completion of such acquisitions and joint ventures and will require substantial capital expenditures before realizing some of those synergies.

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• compliance with government regulations;

• known or potential unknown liabilities of the acquired businesses that are larger than expected;

• other potential adverse consequences and unforeseen increased expenses or liabilities associated with the applicable transaction.

• known or unknown liabilities of the acquired businesses that are larger than expected;

• other potential adverse consequences and unanticipated expenses or liabilities associated with the applicable transaction.

Additionally, uncertainties over the integration process could cause customers, suppliers, distributors, dealers, retailers and others to seek to change or cancel our existing business relationships or to refuse to renew existing relationships.

Suppliers, distributors and content and application providers may also delay or cease developing new products for us that are necessary for the operations of our business due to uncertainties or lack of available resources.

Suppliers, distributors and content and application providers may also delay or cease developing new products, or supporting legacy products, for us that are necessary for the operations of our business due to uncertainties or lack of available resources.

Competitors may also target our existing customers by highlighting potential uncertainties and integration difficulties.

Some of these factors are outside our control, and any one of them could result in lower revenues, higher costs and diversion of management time and energy, which could adversely impact our business, financial condition and operating results.

In addition, even if the integration is successful, the full benefits of our acquisitions and partnerships including, among

others, the synergies, cost savings or sales or growth opportunities may not be realized.

In addition, even if the integration is successful, the full benefits of our acquisitions and partnerships including, among others, the synergies, cost savings or sales or growth opportunities may not be realized.

As a result, it cannot be assured that we will realize the full benefits expected from such transactions within the anticipated time frames or at all.

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and the VodafoneZiggo JV in the Netherlands, are conducted through joint ventures or partnerships.

We share ownership and management of these joint venture with one or more parties who may or may not have the same goals, strategies, priorities or resources as we do.

We share ownership and management of these joint ventures with one or more parties who may or may not have the same goals, strategies, priorities or resources as we do.

In general, joint ventures are intended to be operated for the benefit of all co-owners, rather than for our exclusive benefit.

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In certain cases, our joint venture partners must agree in order for the applicable joint venture to take certain actions.

Our inability to take unilateral action that we believe is in our best interests may have an adverse effect on the financials or performance of the joint venture and the return on our investment.

Our inability to take unilateral action that we believe is in our best interest may have an adverse effect on the financials or performance of the joint venture and the return on our investment.

In joint ventures, we believe our relationship with our co-owners is an important factor to the success of the joint venture, and if a co-owner changes, our relationship may be adversely affected.

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Our interests in the VodafoneZiggo JV and the VMO2 JV are held pursuant to Shareholders’ Agreements that contain provisions relating to governance as well as transfer and exit rights, which, depending on the circumstances, may not be in the best interest of our company.

Our noncontrolling interests in the VodafoneZiggo JV and the VMO2 JV are held pursuant to shareholders’ agreements (each a Shareholders Agreement ), which provides the terms of the governance of the VodafoneZiggo JV and the VMO2 JV, as applicable, including among others, decision-making processes, information access, dividend policies and non-compete provisions.

Our noncontrolling interests in the VodafoneZiggo JV and the VMO2 JV are held pursuant to shareholders’ agreements (each a Shareholders Agreement ), which provide the terms of the governance of the VodafoneZiggo JV and the VMO2 JV, as applicable, including among others, decision-making processes, information access, dividend policies and non-compete provisions.

These provisions may prevent the VodafoneZiggo JV or the VMO2 JV, as applicable, from making decisions or taking actions that would protect or advance the interests of our company, and could even result in the VodafoneZiggo JV or the VMO2 JV, as applicable, making decisions or taking actions that adversely impact our company.

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We may have exposure to additional tax liabilities.

We are subject to income taxes as well as non-income based taxes, such as value-added taxes ( VAT ) in the U.K., the U.S.

We are subject to income taxes as well as non-income based taxes, such as value-added taxes ( VAT ) in the U.K., Bermuda, the U.S.

and many other jurisdictions around the world.

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Broadly, we are subject to tax laws in the jurisdictions where we have operations, a presence and where we are legally incorporated.

In considering these factors and others, it is possible that taxing authorities of the jurisdictions we operate in and taxing authorities of other different jurisdictions may claim that we are a tax resident of such other countries, which could result in additional operational and financial complications for us.

In considering these factors and others, it is possible that taxing authorities of the jurisdictions in which we operate and taxing authorities of other different jurisdictions may claim that we are a tax resident of such other countries, which could result in additional operational and financial complications for us.

Disputes with labor unions or works councils may adversely affect our ability to operate in our facilities as well as impact our financial results.

Certain of our employees are represented by labor unions or works councils under various collective bargaining agreements with different expiration dates.

Our failure to successfully renegotiate labor agreements as they expire could lead to work stoppages or other disputes with labor unions or works councils.

Disruptions to our operations as

a result of labor disputes could adversely affect us.

Any strike, work stoppage or other dispute with a labor union or works council could distract management from operating the business, may displace employees from ordinary job positions to fill in vacant positions, may affect our reputation and could materially adversely affect our business, results of operations and financial condition.

Legislation enacted in Bermuda as to economic substance may affect our operations.

Pursuant to the Economic Substance Act 2018 of Bermuda, as amended (the ES Act ), a registered entity, other than an entity which is a resident for tax purposes in certain jurisdictions outside Bermuda that carries on as a business any one or more of the “relevant activities” referred to in the ES Act, must comply with economic substance requirements.

The ES Act may require in-scope Bermuda entities that are engaged in such “relevant activities” to be directed and managed in Bermuda, have an adequate level of qualified employees in Bermuda, incur an adequate level of annual expenditure in Bermuda maintain physical offices and premises in Bermuda or perform core income-generating activities in Bermuda.

To the extent we are conducting a relevant activity, we believe it will be the relevant activity of a “holding entity” within the meaning of the ES Act, and we should only be subject to minimum economic substance requirements under the ES Act and related regulations.

This could result in additional costs that could adversely affect our financial condition or results of operations.

The “Virgin” brand is used by certain of our consolidated subsidiaries and nonconsolidated joint ventures under licenses from Virgin Enterprises Limited and is not under the control of such subsidiaries.

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Such a termination could have a material adverse effect on our business and results of operations.

Factors Relating to Certain Financial Matters

Our substantial leverage could limit our ability to obtain additional financing and have other adverse effects.

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

As a result, we are highly leveraged.

At December 31, 2023, the outstanding principal amount of our consolidated debt, together with our finance lease obligations aggregated $15.9 billion, including $0.8 billion that is classified as current on our consolidated balance sheet and $7.5 billion that is not due until 2029 or thereafter.

We believe that we have sufficient resources to repay or refinance the current portion of our debt and finance lease obligations and to fund our foreseeable liquidity requirements during the next 12 months.

However, as the amount of debt that is maturing increases in later years, we anticipate that we will seek to refinance or otherwise extend our debt maturities.

As a result of unfavorable geopolitical conditions in 2023, credit markets were not offering attractive terms for issuance and thus we did not complete any refinancing transactions on our consolidated businesses.

No assurance can be given that we will be able to complete these refinancing transactions or otherwise extend our debt maturities.

In addition, our ability to obtain additional debt financing is limited by the incurrence-based leverage covenants contained in the various debt instruments of our borrowing groups.

For example, if the Adjusted EBITDA of one of our borrowing groups were to decline, our ability to obtain additional debt could be limited.

We can give no assurance that any additional debt or equity financing will be available on terms that are as favorable as the terms of our existing debt, or at all.

Further, our board of directors may approve a share repurchase program for Liberty Global in 2024.

Any cash used by our company in connection with any future repurchases of our common shares would not be available for other purposes, including the repayment of debt.

For additional information concerning our share repurchase programs, see note 14 to our consolidated financial statements included in Part II of this Annual Report on Form 10-K.

These restrictions will affect, and in some cases significantly limit or prohibit, among other things, the ability of those subsidiaries and joint ventures to:

• incur or guarantee additional indebtedness;

• pay dividends or make other upstream distributions;

• make investments;

• transfer, sell or dispose of certain assets, including subsidiary stock;

• merge or consolidate with other entities;

• engage in transactions with us or other affiliates;

• create liens on their assets.

As a result of restrictions contained in these debt instruments, the companies party thereto, and their subsidiaries, could be unable to obtain additional capital in the future to:

• fund property and equipment additions or acquisitions that could improve their value;

• meet their loan and capital commitments to their business affiliates;

• invest in companies in which they would otherwise invest;

• fund any operating losses or future development of their business affiliates;

• obtain lower borrowing costs that are available from secured lenders or engage in advantageous transactions that monetize their assets;

• conduct other necessary or prudent corporate activities.

In addition, most of the credit agreements to which these subsidiaries and joint ventures are parties include financial covenants that require them, in certain circumstances, to maintain certain leverage ratios if the drawings under the applicable revolving credit facility exceed a certain percentage of the commitments under such revolving credit facility.

We cannot assure you that any of these subsidiaries or joint ventures will have sufficient assets to repay indebtedness outstanding under their credit agreements and indentures.

Any refinancing of this indebtedness is likely to contain similar restrictive covenants.

We are exposed to interest rate risks.

Shifts in such rates may adversely affect the debt service obligations of our subsidiaries and joint ventures.

We are exposed to the risk of fluctuations in interest rates, primarily through the credit facilities of certain of our subsidiaries and joint ventures, which are indexed to EURIBOR, Secured Overnight Financing Rate ( SOFR ), Term Secured Overnight Financing Rate ( Term SOFR ), Sterling Overnight Index Average ( SONIA ), Swiss Average Rate Overnight ( SARON ) or other base rates.

There have been significant changes in the benchmark interest rates used to set floating rates on our debt and derivative instruments.

ICE Benchmark Administration (the entity that administers LIBOR) ceased to publish CHF and GBP LIBOR rates after December 31, 2021, and it ceased to publish USD LIBOR rates after June 30, 2023.

The methodology for EURIBOR has been reformed and EURIBOR has been granted regulatory approval to continue to be used.

We have agreed amendments in respect of all of our debt and derivative instruments to replace the ceased rates.

For USD, these reference SOFR administered by the Federal Reserve Bank of New York or Term SOFR administered by CME Group Benchmark Administration Limited.

For CHF, these reference SARON administered by the SIX Swiss Exchange.

For GBP, these reference SONIA administered by the Bank of England.

We are subject to increasing operating costs and inflation risks, which may adversely affect our results of operations.

While our operations attempt to increase our subscription rates to offset increases in programming, inputs and operating costs,

there is no assurance that they will be able to do so.

In certain countries in which we operate, our ability to increase subscription rates is subject to regulatory controls.

Also, our ability to increase subscription rates may be constrained by competitive pressures.

Therefore, programming, inputs and operating costs may rise faster than associated revenue, resulting in a material negative impact on our cash flows and net earnings or loss.

Continuing uncertainties and challenging conditions in the global economy and in the countries in which we operate may adversely impact our business, financial condition and results of operations.

The current macroeconomic environment is highly volatile, with continued instability in global markets, including ongoing trade negotiations, uncertainty over inflation, energy price fluctuations, rising interest rates, continued escalation in geopolitical tensions and global recession fears having all contributed to a challenging global economic environment.

Future developments are dependent upon a number of political and economic factors, including the additional borrowing incurred by countries during the COVID-19 pandemic and the potential for lower growth expectations, higher global interest rates and continued inflationary pressures.

As a result, we cannot predict how long challenging conditions will exist or the extent to which the markets in which we operate may deteriorate.

Additional risks arising from the ongoing economic challenges in Europe are described below under the Risk Factor titled:

We are exposed to sovereign debt and currency instability risks that could have an adverse impact on our liquidity, financial condition and cash flows.

Countries may also seek new or increased revenue sources due to fiscal deficits.

Such actions may further adversely affect our company and our joint ventures.

Accordingly, our ability to increase or, in certain cases, maintain, the revenue, ARPUs, RGUs, mobile subscribers, Adjusted EBITDA, margins and liquidity of our operating segments could be adversely affected if the macroeconomic environment remains uncertain or declines further.

We are currently unable to predict the extent of any of these potential adverse effects.

We are exposed to sovereign debt and currency instability risks that could have an adverse impact on our liquidity, financial condition and cash flows.

Our operations are subject to macroeconomic and political risks that are outside of our control.

For example, high levels of sovereign debt in the U.S.

and several countries in which we or our affiliates operate, combined with structural changes arising from the COVID-19 pandemic, could potentially lead to additional fiscal reforms (including austerity measures), tax increases, sovereign debt restructurings, high corporate default rates, currency instability, increased counterparty credit risk, high levels of volatility and disruptions in the credit and equity markets, as well as other outcomes that might adversely impact our company.

This could result in a mismatch in the currencies of our assets, liabilities and cash flows.

Moreover, any changes from euro to non-euro currencies within the countries in which we operate would require us to modify our billing and other financial systems.

No assurance can be given that any required modifications could be made within a time frame that would allow us to timely bill our customers or prepare and file required financial reports.

We may not freely access the cash of our operating companies.

Our operations are conducted through our subsidiaries.

Our current sources of corporate liquidity include (i) our cash and cash equivalents, (ii) investments held within SMAs and (iii) interest and dividend income received on our cash and cash equivalents and investments.

From time to time, we also receive (a) proceeds in the form of distributions or loan repayments from our subsidiaries or affiliates, (b) proceeds upon the disposition of investments and other assets and (c) proceeds in connection with the incurrence of debt or the issuance of equity securities.

The ability of our operating subsidiaries to pay dividends or to make other payments or advances to us depends on their

individual operating results and any statutory, regulatory or contractual restrictions to which they may be or may become subject and in some cases our receipt of such payments or advances may be limited due to tax considerations or the presence of noncontrolling interests.

Most of our operating subsidiaries are subject to credit agreements or indentures that restrict sales of assets and prohibit or limit the payment of dividends or the making of distributions, loans or advances to shareholders and partners, including us.

In addition, because these subsidiaries are separate and distinct legal entities they have no obligation to provide us funds for payment obligations, whether by dividends, distributions, loans or other payments.

We are exposed to the risk of default by the counterparties to our cash and short-term investments, derivative and other financial instruments and undrawn debt facilities.

Any such instance of default or failure could have an adverse effect on our cash flows, results of operations, financial condition and/or liquidity.

At December 31, 2023, our exposure to counterparty credit risk included (i) aggregate undrawn debt facilities of $1.6 billion, (ii) cash and cash equivalent and restricted cash balances of $1.4 billion and (iii) derivative assets with an aggregate fair value of $232.9 million.

For additional information regarding our derivative instruments and debt, see notes 8 and 11, respectively, to our consolidated financial statements included in Part II of this Annual Report on Form 10-K.

We may not report net earnings.

We reported earnings (loss) from continuing operations of ($3,873.8 million), $1,105.3 million and $13,527.5 million during 2023, 2022 and 2021, respectively.

In light of our historical financial performance, we cannot assure you that we will report net earnings in the near future.

Other Factors

We have not historically paid any cash dividends, and we may not pay dividends consistently or at all on any class of our common shares.

We have not historically paid dividends on any class of of our common shares, however, we have the right to pay dividends, effect securities distributions or make bonus issues on Liberty Global shares.

We have not historically paid dividends on any class of our common shares, however, we have the right to pay dividends, effect securities distributions or make bonus issues on Liberty Global shares.

The loss of certain key personnel could harm our business.

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Consequently, this waiver limits the right of shareholders to assert claims against our officers and directors unless the act or failure to act involves fraud or dishonesty.

There are potential regulatory limitations on the ownership and transfer of our shares if the our shares are delisted from Nasdaq.

There are potential regulatory limitations on the ownership and transfer of our shares if our shares are delisted from Nasdaq.

Our shares may be offered or sold in Bermuda only in compliance with the provisions of the Bermuda Companies Act and the Investment Business Act 2003 of Bermuda, which regulates the sale of securities in Bermuda.

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This general permission would cease to apply if none of our shares were to be listed on Nasdaq or another appointed stock exchange.

We are exposed to the risks arising from widespread epidemic diseases in the countries in which we operate, such as the outbreak of COVID-19, which could have a material adverse impact on our business, financial condition and results of operations.

The COVID-19 pandemic and the emergency measures imposed by governments worldwide, including travel limitations, limits on social activity and the shutdown of non-essential businesses have adversely impacted the global economy, disrupted global supply chains and created significant volatility and disruption of financial markets.

While it is not currently possible to estimate the duration and severity of the adverse economic impact resulting from the preventative measures taken to contain or mitigate the spread of COVID-19, a continued period of global economic disruption may continue to have a material adverse impact on our business, financial condition and results of operations in future periods.

We may also be adversely impacted by any government mandated regulations on our business that could be implemented in response to the COVID-19 pandemic or other pandemics or epidemics.

In addition, countries may seek new or increased revenue sources due to fiscal deficits that resulted from measures taken to mitigate the adverse economic impacts of COVID-19, such as, among other things, imposing new taxes on the products and services we provide.

We are currently unable to predict the extent of any of these potential adverse effects as they relate to the COVID-19 pandemic or any future pandemics or epidemics.

Geopolitical conflicts, energy shortages and other adverse incidents beyond our control could adversely affect our revenue and results of operations.

Political unrest and global conflicts like the ongoing conflict between Russia and Ukraine and the Israeli-Palestinian conflict have disrupted, and in the future may further continue to disrupt, global supply chains and heighten volatility and disruption of global financial markets.

Political unrest and global conflicts like the ongoing conflict between Russia and Ukraine and the ongoing conflicts in the Middle East have disrupted, and in the future may further continue to disrupt, global supply chains and heighten volatility and disruption of global financial markets.

While we do not have direct operations within the conflict areas, the conflicts involving these nations has heightened the disruption to our supply chain, contributing to inflation in our labor and energy costs and may increase our risk of cyberattacks, which could result in significant losses and damage and could damage our reputation with customers and suppliers if their confidential information is compromised.

The impact of these global events on our longer-term operational and financial performance will depend on future developments, our and governmental responses to inflation and the duration and severity of these conflicts.

Any terrorist attacks or incidents prompted by political unrest, particularly in markets that we serve, and the national and global military, diplomatic and financial response to such attacks or other threats, also may adversely affect our revenue and results of operations.

Any terrorist attacks or incidents prompted by political unrest, particularly in markets that we serve, and the national and global militaristic, diplomatic and financial response to such attacks or other threats also may adversely affect our revenue and results of operations.

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

What changed 10-K

Item 1A. Risk Factors