23 unchanged sentences
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.
+Added: In October 2024, we acquired a controlling interest in Formula E Holdings Ltd.
+Added: ( Formula E ).
+Added: Our evaluation of internal control over financial reporting did not include the internal control of Formula E.
+Added: The amount of total assets and revenue included in our consolidated financial statements as of and for the year ended December 31, 2024 that is attributable to Formula E was $987.0 million and $17.9 million, respectively.
Report of Independent Registered Public Accounting Firm
5 unchanged sentences
In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
−Removed: We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 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.
+Added: We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive loss, equity, and cash flows for each of the years in the three-year period ended December 31, 2024, and the related notes and financial statement schedule II (collectively, the consolidated financial statements), and our report dated February 18, 2025 expressed an unqualified opinion on those consolidated financial statements.
+Added: The Company acquired Formula E Holdings Ltd.
+Added: during 2024, and management excluded from its assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2024, Formula E Holdings Ltd.’s internal control over financial reporting associated with total assets of $987.0 million and total revenues of $17.9 million included in the consolidated financial statements of the Company as of and for the year ended December 31, 2024.
+Added: Our audit of internal control over financial reporting of the Company also excluded an evaluation of the internal control over financial reporting of Formula E Holdings Ltd.
Basis for Opinion
22 unchanged sentences
We have audited the accompanying consolidated balance sheets of Liberty Global Ltd.
−Removed: 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).
−Removed: 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.
+Added: and subsidiaries (the Company) as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive loss, equity, and cash flows for each of the years in the three-year period ended December 31, 2024, and the related notes and financial statement schedule II (collectively, the consolidated financial statements).
+Added: In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2024, in conformity with U.S.
generally accepted accounting principles.
11 unchanged sentences
We believe that our audits provide a reasonable basis for our opinion.
−Removed: Critical Audit Matters
−Removed: The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that:
+Added: Critical Audit Matter
+Added: The critical audit matter communicated below is a matter 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.
−Removed: 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.
−Removed: Sufficiency of audit evidence over residential and B2B (business-to-business) revenue
−Removed: 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.
−Removed: The processing and recording of residential and B2B revenue are reliant upon multiple information technology (IT) systems.
−Removed: We identified the evaluation of the sufficiency of audit evidence over residential and B2B revenue as a critical audit matter.
−Removed: Subjective auditor judgment was required in evaluating the sufficiency of audit evidence over residential and B2B revenue
−Removed: due to the large volume of data and the number and complexity of the revenue accounting systems.
−Removed: Specialized skills and knowledge were needed to test the IT systems used for the processing and recording of residential and B2B revenue.
−Removed: The following are the primary procedures we performed to address this critical audit matter.
−Removed: 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.
−Removed: We evaluated the design and tested the operating effectiveness of certain internal controls related to the processing and recording of residential and B2B revenue.
−Removed: This included manual and automated controls over the IT systems used for the processing and recording of residential and B2B revenue.
−Removed: 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.
−Removed: 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.
−Removed: We evaluated the sufficiency of audit evidence obtained by assessing the results of procedures performed, including the relevance and reliability of evidence obtained.
−Removed: Valuation of Certain Level 3 Investments Reported at Fair Value
−Removed: 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.
−Removed: 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.
−Removed: The market approach uses transactions with new third-party investors or market multiples of similar businesses.
−Removed: The income approach is a discounted cash flow model based on forecasts that uses valuation techniques.
−Removed: We identified the evaluation of the valuation of level 3 investments reported at fair value as a critical audit matter.
−Removed: Evaluating the fair value of the Company’s level 3 investments involved a high degree of complex auditor judgment.
−Removed: Changes in the valuation techniques or significant unobservable inputs, specifically the weighted average cost of capital used in the income approach and the market multiples used in the market approach, could have resulted in significant differences in the estimated in fair value measurements.
+Added: The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which they relate.
+Added: Assessment of fair value of certain other investments with unobservable inputs
+Added: As described in Note 9 to the consolidated financial statements, the Company measured $1,263.8 million of its other investments using level 3 fair value measurements within the fair value hierarchy as of December 31, 2024.
+Added: For certain other investments where quoted market prices are not available, the Company values the investments using an income approach, a market approach, or a combination of both approaches, as applicable.
+Added: In determining fair value, the Company makes subjective assumptions using unobservable inputs.
+Added: We identified the assessment of fair value of certain other investments where quoted market prices are not available and are valued using unobservable inputs as a critical audit matter.
+Added: Evaluating the fair value of these investments involved a high degree of subjective auditor judgment.
+Added: Changes in certain unobservable inputs, specifically the weighted average cost of capital and cash flow forecasts used in the income approach and the market multiples used in the market approach, could have resulted in significant differences in the estimated 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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
+Added: We evaluated the design and tested the operating effectiveness of certain internal controls over the Company’s process to measure the fair value of other investments, including controls related to the assessment of certain unobservable inputs, including the weighted average cost of capital, cash flow forecasts, and market multiples, as applicable.
+Added: To assess the weighted average cost of capital and cash flow forecasts used in the income approach, we compared them to historical results, relevant industry and market indices and to assess the market multiples used in the market approach, we compared them to public company market capitalization values.
+Added: We involved valuation professionals with specialized skills and knowledge who, for a selection of the investments, assisted in evaluating certain unobservable inputs used by the Company for its estimates of fair values recorded by:
+Added: • Developing a range of weighted average cost of capital using publicly available market data for comparable entities and comparing to the estimates used by the Company for values determined using the income method,
+Added: • Developing a range of market multiples using market data for comparable entities and transactions, and comparing to the estimates used by the Company for certain values determined using the income and market approaches.
We have served as the Company’s auditor since 2004.
9 unchanged sentences
Derivative instruments (note 8)
+Added: Current assets of discontinued operations (note 6)
Other current assets (notes 4 and 7)
8 unchanged sentences
1,290.4 673.6
+Added: Long-term assets of discontinued operations (note 6)
Other assets, net (notes 4, 8, 12 and 13)
8 unchanged sentences
Deferred revenue (note 4)
+Added: Derivative instruments (note 8)
Current portion of debt and finance lease obligations (notes 11 and 12)
1 unchanged sentence
Accrued income taxes 272.5 263.5
−Removed: Derivative instruments (note 8)
+Added: Current liabilities of discontinued operations (note 6)
Other accrued and current liabilities (note 12)
−Removed: 1,666.8 1,470.4
Total current liabilities 3,133.9 4,332.8
1 unchanged sentence
8,202.5 8,839.7
−Removed: Long-term operating lease liabilities (notes 6 and 12)
−Removed: 1,652.1 1,645.9
+Added: Long-term operating lease liabilities (note 12)
+Added: Long-term liabilities of discontinued operations (note 6)
Other long-term liabilities (notes 4, 8, 13 and 16)
−Removed: 2,136.5 1,791.2
Total liabilities 12,895.4 23,080.5
10 unchanged sentences
Accumulated earnings 12,242.6 15,566.0
−Removed: Accumulated other comprehensive earnings, net of taxes 2,170.3 513.4
+Added: Accumulated other comprehensive earnings (loss), net of taxes ( 657.0 ) 2,170.3
Treasury shares, at cost ( 0.1 ) ( 0.1 )
20 unchanged sentences
1,002.0 1,216.4 1,093.6
−Removed: Impairment, restructuring and other operating items, net (notes 12 and 16)
+Added: Impairment, restructuring and other operating items, net (note 12)
49.6 43.0 62.3
3 unchanged sentences
Interest expense ( 574.7 ) ( 505.0 ) ( 300.9 )
−Removed: Realized and unrealized gains (losses) on derivative instruments, net (note 8)
+Added: Realized and unrealized gains on derivative instruments, net (note 8)
315.2 78.3 854.4
Foreign currency transaction gains (losses), net 1,756.5 ( 719.7 ) 1,298.8
−Removed: Realized and unrealized gains (losses) due to changes in fair values of certain investments, net (notes 7 and 9)
−Removed: ( 557.3 ) ( 323.5 ) 820.6
−Removed: Gains (losses) on debt extinguishment, net (note 11)
+Added: Realized and unrealized losses due to changes in fair values of certain investments, net (notes 7 and 9)
( 28.4 ) ( 556.6 ) ( 317.0 )
1 unchanged sentence
( 205.6 ) ( 2,018.4 ) ( 1,268.3 )
+Added: Gain on sale of All3Media (note 7)
+Added: Gain associated with the Formula E Acquisition (note 5)
Gain associated with the Telenet Wyre Transaction (note 5)
Gain on Telenet Tower Sale (note 6)
−Removed: JV Transaction (note 6)
−Removed: Gain on AtlasEdge JV Transactions (note 6)
Other income, net 201.8 211.4 101.0
1 unchanged sentence
Earnings (loss) from continuing operations before income taxes 1,838.3 ( 3,446.0 ) 1,178.4
−Removed: Income tax expense (note 13)
+Added: Income tax benefit (expense) (note 13)
30.8 ( 213.1 ) ( 406.7 )
1 unchanged sentence
Discontinued operations (note 6):
−Removed: Earnings from discontinued operations, net of taxes — 34.6 82.6
+Added: Earnings (loss) from discontinued operations, net of taxes ( 223.2 ) ( 214.7 ) 368.2
Gain on disposal of discontinued operations, net of taxes — — 846.4
+Added: ( 223.2 ) ( 214.7 ) 1,214.6
Net earnings (loss) 1,645.9 ( 3,873.8 ) 1,986.3
6 unchanged sentences
( 0.61 ) ( 0.50 ) 2.48
+Added: $ 4.33 $ ( 9.52 ) $ 3.01
Diluted earnings (loss) attributable to Liberty Global shareholders per share (note 3):
2 unchanged sentences
( 0.59 ) ( 0.50 ) 2.44
+Added: $ 4.23 $ ( 9.52 ) $ 2.96
The accompanying notes are an integral part of these consolidated financial statements.
LIBERTY GLOBAL LTD.
−Removed: CONSOLIDATED STATEMENTS OF COMPREHENSIVE EARNINGS (LOSS)
+Added: CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
Year ended December 31,
4 unchanged sentences
Foreign currency translation adjustments ( 2,563.2 ) 1,210.1 ( 3,100.6 )
−Removed: Reclassification adjustment included in net earnings (loss) (note 6)
−Removed: 5.7 ( 4.2 ) 1,249.3
+Added: Reclassification adjustment included in net earnings (loss) 0.2 ( 0.1 ) —
Pension-related adjustments and other ( 52.3 ) ( 48.2 ) ( 127.5 )
Other comprehensive earnings (loss) from continuing operations ( 2,615.3 ) 1,161.8 ( 3,228.1 )
−Removed: Other comprehensive loss from discontinued operations (note 6)
+Added: Other comprehensive earnings (loss) from discontinued operations (note 6)
65.7 494.3 ( 148.5 )
Other comprehensive earnings (loss) ( 2,549.6 ) 1,656.1 ( 3,376.6 )
−Removed: Comprehensive earnings (loss) ( 2,217.7 ) ( 1,390.3 ) 13,810.4
+Added: Comprehensive loss ( 903.7 ) ( 2,217.7 ) ( 1,390.3 )
Comprehensive earnings attributable to noncontrolling interests ( 57.9 ) ( 177.1 ) ( 515.3 )
−Removed: Comprehensive earnings (loss) attributable to Liberty Global shareholders
+Added: Comprehensive loss attributable to Liberty Global shareholders
$ ( 961.6 ) $ ( 2,394.8 ) $ ( 1,905.6 )
14 unchanged sentences
Net earnings — — — — 1,473.2 — — 1,473.2 513.1 1,986.3
−Removed: Other comprehensive earnings, net of taxes (note 17)
+Added: Other comprehensive loss, net of taxes (note 17)
— — — — — ( 3,378.8 ) — ( 3,378.8 ) 2.2 ( 3,376.6 )
28 unchanged sentences
— — ( 0.7 ) ( 1,505.2 ) — — — ( 1,505.9 ) — ( 1,505.9 )
+Added: Impact of the Telenet Wyre Transaction (note 5)
+Added: — — — 708.2 — — — 708.2 329.3 1,037.5
+Added: Impact of the Telenet Takeover Bid (note 14)
+Added: — — — ( 341.5 ) — — — ( 341.5 ) ( 652.2 ) ( 993.7 )
Share-based compensation (note 15)
2 unchanged sentences
— — — — — — — — ( 47.3 ) ( 47.3 )
−Removed: Repurchases by Telenet of its outstanding shares
−Removed: — — — ( 28.0 ) — — — ( 28.0 ) 3.1 ( 24.9 )
Adjustments due to changes in subsidiaries’ equity and other, net ( 0.1 ) — — ( 23.2 ) — — — ( 23.3 ) 0.9 ( 22.4 )
10 unchanged sentences
comprehensive
+Added: earnings (loss),
net of taxes Treasury shares,
3 unchanged sentences
$ 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
−Removed: Net loss — — — — ( 4,051.7 ) — — ( 4,051.7 ) 177.9 ( 3,873.8 )
−Removed: Other comprehensive earnings, net of taxes (note 17)
+Added: Net earnings — — — — 1,588.0 — — 1,588.0 57.9 1,645.9
+Added: Other comprehensive loss, net of taxes (note 17)
— — — — — ( 2,549.6 ) — ( 2,549.6 ) — ( 2,549.6 )
−Removed: Repurchases and cancellations of Liberty Global common shares (note 14)
+Added: Impact of the Spin-off (notes 6 and 17)
— — — — ( 4,911.4 ) ( 277.7 ) — ( 5,189.1 ) ( 23.6 ) ( 5,212.7 )
−Removed: Impact of the Telenet Wyre Transaction (note 5)
+Added: Repurchases and cancellations of Liberty Global common shares (note 14)
— — ( 0.4 ) ( 678.1 ) — — — ( 678.5 ) — ( 678.5 )
−Removed: Impact of the Telenet Takeover Bid (note 14)
+Added: Impact of the Formula E Acquisition (note 5)
— — — — — — — — 197.9 197.9
1 unchanged sentence
— — — 150.9 — — — 150.9 — 150.9
−Removed: Dividend distributions by subsidiaries to noncontrolling interest owners (note 14)
−Removed: — — — — — — — — ( 47.3 ) ( 47.3 )
Adjustments due to changes in subsidiaries’ equity and other, net
9 unchanged sentences
Net earnings (loss) $ 1,645.9 $ ( 3,873.8 ) $ 1,986.3
−Removed: Earnings from discontinued operations — 881.0 82.6
+Added: Earnings (loss) from discontinued operations ( 223.2 ) ( 214.7 ) 1,214.6
Earnings (loss) from continuing operations 1,869.1 ( 3,659.1 ) 771.7
4 unchanged sentences
Amortization of deferred financing costs and non-cash interest 64.8 60.0 25.4
−Removed: Realized and unrealized losses (gains) on derivative instruments, net 526.3 ( 1,213.1 ) ( 537.3 )
+Added: Realized and unrealized gains on derivative instruments, net ( 315.2 ) ( 78.3 ) ( 854.4 )
Foreign currency transaction losses (gains), net ( 1,756.5 ) 719.7 ( 1,298.8 )
−Removed: Realized and unrealized losses (gains) due to changes in fair values of certain investments, net 557.3 323.5 ( 820.6 )
−Removed: Losses (gains) on debt extinguishment, net 1.4 ( 2.8 ) 90.6
+Added: Realized and unrealized losses due to changes in fair values of certain investments, net 28.4 556.6 317.0
Share of results of affiliates, net 205.6 2,018.4 1,268.3
Deferred income tax expense (benefit) ( 53.1 ) 45.8 259.7
−Removed: Gain associated with the Telenet Wyre Transaction
+Added: Gain on sale of All3Media
( 242.9 ) — —
−Removed: Gain on Telenet Tower Sale
+Added: Gain associated with the Formula E Acquisition
( 190.7 ) — —
−Removed: JV Transaction
+Added: Gain associated with the Telenet Wyre Transaction
— ( 377.8 ) —
−Removed: Gain on AtlasEdge JV Transactions
+Added: Gain on Telenet Tower Sale
— — ( 700.5 )
15 unchanged sentences
Cash flows from investing activities:
−Removed: Cash paid for investments $ ( 8,130.9 ) $ ( 9,433.8 ) $ ( 7,261.8 )
Cash received from the sale of investments $ 4,527.5 $ 6,988.6 $ 9,213.3
+Added: Cash paid for investments ( 2,876.6 ) ( 8,130.9 ) ( 9,397.3 )
Capital expenditures, net ( 908.5 ) ( 921.9 ) ( 891.3 )
+Added: Cash received in connection with the sale of All3Media
Dividend distributions received from the VMO2 JV
206.4 815.2 477.9
−Removed: Cash received (paid) in connection with acquisitions, net of cash acquired ( 114.6 ) 2.7 ( 70.8 )
+Added: Cash paid in connection with the Formula E Acquisition, net of cash acquired
+Added: ( 199.1 ) — —
Cash received in connection with the sale of UPC Poland
Cash received in connection with the Telenet Tower Sale
−Removed: Cash released from the Vodafone Escrow Accounts, net
−Removed: Cash and restricted cash contributed to the VMO2 JV in connection with the
−Removed: JV Transaction
−Removed: — — ( 3,424.0 )
−Removed: Net cash received in connection with the AtlasEdge JV Transactions
−Removed: Loans to the VodafoneZiggo JV
−Removed: — — ( 123.0 )
−Removed: Net cash received in connection with the U.K.
−Removed: JV Transaction
Other investing activities, net ( 15.9 ) ( 31.2 ) ( 23.3 )
12 unchanged sentences
( 689.8 ) ( 1,494.7 ) ( 1,703.4 )
−Removed: Acquisition of shares in connection with the Telenet Takeover Bid
+Added: Cash and cash equivalents and restricted cash contributed to Sunrise in connection with the Spin-off
( 128.4 ) — —
−Removed: Net cash received (paid) related to derivative instruments ( 59.6 ) ( 50.0 ) 143.6
Dividend distributions by subsidiaries to noncontrolling interest owners ( 0.4 ) ( 46.9 ) ( 61.1 )
+Added: Acquisition of shares in connection with the Telenet Takeover Bid
+Added: — ( 985.7 ) —
Other financing activities, net ( 54.8 ) ( 59.2 ) ( 89.4 )
30 unchanged sentences
Restricted cash included in other current assets and other assets, net 6.0 5.4 5.5
+Added: Cash and cash equivalents and restricted cash included in current and long-term assets of discontinued operations — 7.4 3.2
Total cash and cash equivalents and restricted cash $ 1,822.3 $ 1,422.9 $ 1,732.4
11 unchanged sentences
The Redomiciliation resulted in the Liberty Global group parent company changing its jurisdiction of incorporation from England and Wales to Bermuda.
−Removed: 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.
−Removed: 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 ).
+Added: In this Annual Report on Form 10-K, the terms “we”, “our”, “our company” and “us” may refer, as the context requires, to Liberty Global (or its predecessors) or collectively to Liberty Global (or its predecessors) and its subsidiaries and any of its joint ventures.
+Added: Our continuing operations comprise businesses that provide residential and business-to-business ( B2B ) communications services in (i) Belgium and Luxembourg through certain wholly-owned subsidiaries that we collectively refer to as “ Telenet ”, (ii) Ireland through another wholly-owned subsidiary ( VM Ireland ) and (iii) Slovakia through another wholly-owned subsidiary ( UPC Slovakia ).
In addition, we own 50 % noncontrolling interests in (a) a 50 :
2 unchanged sentences
50 joint venture (the VodafoneZiggo JV ) with Vodafone Group plc ( Vodafone ), which provides residential and B2B communication services in the Netherlands.
−Removed: 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.
−Removed: outside of the existing footprint of the VMO2 JV.
−Removed: 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 %.
−Removed: Through March 31, 2022, we provided residential and B2B communications services in Poland through Sunrise Holding.
−Removed: On April 1, 2022, we completed the sale of our operations in Poland.
−Removed: Accordingly, in these consolidated financial statements, our operations in Poland are reflected as discontinued operations for all applicable periods.
+Added: We completed the spin-off of our operations in Switzerland, referred to as “ Sunrise ”, together with certain other Liberty Global subsidiaries connected to our Swiss business (together, the Sunrise Entities ) on November 8, 2024 (the Spin-off ).
For additional information, see note 6.
−Removed: Through May 31, 2021, our consolidated operations also included residential and B2B communications services provided to customers in the U.K.
−Removed: through Virgin Media ( Virgin Media U.K.
−Removed: On June 1, 2021, we contributed the U.K.
−Removed: 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.
+Added: On October 2, 2024, we completed the Formula E Acquisition (as defined and described in note 5), pursuant to which we acquired a controlling interest in Formula E Holdings Ltd.
+Added: ( Formula E ).
+Added: In October 2023, we completed the Telenet Takeover Bid (as defined and described in note 14), pursuant to which we increased our ownership interest in Telenet to 100 %.
+Added: Through November 7, 2024, we provided residential and B2B communications services in Switzerland through Sunrise.
+Added: In addition, through March 31, 2022, we provided residential and B2B communications services in Poland ( UPC Poland ).
+Added: Accordingly, in these consolidated financial statements, the Sunrise Entities and UPC Poland are reflected as discontinued operations for all applicable periods.
For additional information, see note 6.
7 unchanged sentences
Accounting Changes
−Removed: In September 2022, the Financial Accounting Standards Board (the FASB ) issued Accounting Standards Update ( ASU ) No.
+Added: In November 2023, the Financial Accounting Standards Board (the FASB ) issued Accounting Standards Update ( ASU ) ASU No.
+Added: 2023-07, Improvements to Reportable Segment Disclosures ( ASU 2023-07 ), which aims to improve reportable segment disclosure requirements, primarily through enhanced disclosures regarding significant segment expenses.
+Added: ASU 2023-07 requires public companies to disclose, on an annual and interim basis, significant segment expenses that are regularly provided to the chief operating decision maker and included within each reported measure of segment profit or loss.
+Added: ASU 2023-07 also requires a public entity to disclose, on an annual and interim basis for each reportable segment, an amount for other segment items and a description of its composition.
+Added: ASU 2023-07 is effective for fiscal years beginning after December 15, 2023 and is required to be applied on a retrospective basis.
+Added: We adopted ASU 2023-07 on January 1, 2024 and the information presented in note 19 reflect the enhanced disclosures.
+Added: In September 2022, the FASB issued 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.
13 unchanged sentences
Recent Accounting Pronouncements
+Added: In November 2024, the FASB issued ASU No.
+Added: 2024-03, Disaggregation of Income Statement Expenses (DISE) ( ASU 2024-03 ), which requires disclosure of certain categories of expenses such as the purchase of inventory, employee compensation, depreciation, and intangible asset amortization that are components of existing expense captions presented on the face of the income statement.
+Added: ASU 2024-03 is effective for annual periods beginning after December 15, 2026 and interim periods beginning after December 15, 2027, with early adoption permitted.
+Added: ASU 2024-03 should be applied prospectively, however, retrospective application is permitted.
+Added: We are currently evaluating the impact of ASU 2024-03 on our disclosures.
+Added: LIBERTY GLOBAL LTD.
+Added: Notes to Consolidated Financial Statements — (Continued)
+Added: December 31, 2024, 2023 and 2022
In December 2023, the FASB issued ASU No.
3 unchanged sentences
ASU 2023-09 is effective for fiscal years beginning after December 15, 2024.
−Removed: We are currently evaluating the impact of ASU 2023-09 on our consolidated financial statements and disclosures.
−Removed: In November 2023, the FASB issued ASU No.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: ASU 2023-07 is
−Removed: LIBERTY GLOBAL LTD.
−Removed: Notes to Consolidated Financial Statements — (Continued)
−Removed: December 31, 2023, 2022 and 2021
−Removed: effective for fiscal years beginning after December 15, 2023 and is required to be applied on a retrospective basis.
−Removed: We are currently evaluating the impact of ASU 2023-07 on our consolidated financial statements and disclosures.
+Added: The adoption of ASU 2023-09 will result in modifications to our tax disclosures beginning in 2025.
In August 2023, the FASB issued ASU No.
8 unchanged sentences
Actual results could differ from those estimates.
−Removed: Reclassifications
−Removed: Certain prior year amounts have been reclassified to conform to the current year presentation, including the reclassification of certain segment information with respect to the Tech Framework, as defined and described in note 19.
Principles of Consolidation
8 unchanged sentences
Our significant non-cash investing and financing activities are disclosed in our consolidated statements of equity and in notes 6, 10 and 12.
−Removed: Cash Flow Statement
−Removed: 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.
−Removed: When we pay the financing intermediary, we record financing cash outflows in our consolidated statements of cash flows.
−Removed: The capital expenditures we
LIBERTY GLOBAL LTD.
1 unchanged sentence
December 31, 2024, 2023 and 2022
−Removed: report in our consolidated statements of cash flows do not include amounts that are financed under capital-related vendor financing or finance lease arrangements.
+Added: Cash Flow Statement
+Added: 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.
+Added: When we pay the financing intermediary, we record financing cash outflows in our consolidated statements of cash flows.
+Added: The capital expenditures we report in our consolidated statements of cash flows do not include amounts that are financed under capital-related vendor financing or finance lease arrangements.
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.
18 unchanged sentences
In addition, any interest received on our debt securities is reported as interest income in our consolidated statements of operations.
−Removed: 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.
−Removed: 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.
−Removed: 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.
1 unchanged sentence
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.
+Added: 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.
+Added: For additional information regarding our fair value and equity method investments, see notes 7 and 9.
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.
−Removed: Dividend distributions that are deemed to be (i) returns on our investments are included in cash flows from operating activities in our consolidated statements of cash flows and (ii) returns of our investments are included in cash flows from investing activities in our consolidated statements of cash flows.
−Removed: We continually review all of our equity method investments to determine whether a decline in fair value below the cost basis is deemed other-than-temporary.
−Removed: The primary factors we consider in our determination are the extent and length of time
+Added: 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
LIBERTY GLOBAL LTD.
1 unchanged sentence
December 31, 2024, 2023 and 2022
−Removed: that the fair value of the investment is below our company’s carrying value and the financial condition, operating performance and near-term prospects of the investee, changes in the stock price or valuation subsequent to the balance sheet date, and the impacts of exchange rates, if applicable.
+Added: flows and (ii) returns of our investments are included in cash flows from investing activities in our consolidated statements of cash flows.
+Added: We continually review all of our equity method investments to determine whether a decline in fair value below the cost basis is deemed other-than-temporary.
+Added: The primary factors we consider in our determination are the extent and length of time 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.
7 unchanged sentences
All derivative instruments, whether designated as hedging relationships or not, are recorded on the balance sheet at fair value.
−Removed: 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.
+Added: We generally only apply hedge accounting to our derivative instruments in limited circumstances, therefore changes in the fair value of most of our 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.
15 unchanged sentences
Useful lives used to depreciate our property and equipment are assessed periodically and are adjusted when warranted.
−Removed: 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.
−Removed: For additional information regarding the useful lives of our property and equipment, see note 10.
−Removed: Additions, replacements and improvements that extend the asset life are capitalized.
−Removed: Repairs and maintenance are charged to operations.
+Added: The useful lives of fixed and mobile distribution systems that are undergoing a rebuild are adjusted such that property and
LIBERTY GLOBAL LTD.
1 unchanged sentence
December 31, 2024, 2023 and 2022
+Added: equipment to be retired will be fully depreciated by the time the rebuild is completed.
+Added: For additional information regarding the useful lives of our property and equipment, see note 10.
+Added: Additions, replacements and improvements that extend the asset life are capitalized.
+Added: Repairs and maintenance are charged to operations.
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.
4 unchanged sentences
Intangible Assets
−Removed: Our primary intangible asset s relate to goodwill and customer relationships.
+Added: Our primary intangible assets relate to (i) goodwill, (ii) licenses and (iii) customer relationships.
Goodwill represents the excess purchase price over the fair value of the identifiable net assets acquired in a business combination.
−Removed: Customer relationships are initially recorded at their fair value in connection with business combinations.
+Added: Licenses and customer relationships acquired in connection with business combinations are initially recorded at their respective fair values.
Goodwill and other intangible assets with indefinite useful lives are not amortized, but instead are tested for impairment at least annually.
16 unchanged sentences
Lease and non-lease components in a contract are generally accounted for separately.
+Added: LIBERTY GLOBAL LTD.
+Added: Notes to Consolidated Financial Statements — (Continued)
+Added: December 31, 2024, 2023 and 2022
We initially measure lease liabilities at the present value of the remaining lease payments over the lease term.
2 unchanged sentences
We initially measure ROU assets at the value of the lease liability, plus any initial direct costs and prepaid lease payments, less any lease incentives received.
−Removed: LIBERTY GLOBAL LTD.
−Removed: Notes to Consolidated Financial Statements — (Continued)
−Removed: 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.
5 unchanged sentences
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.
−Removed: 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.
+Added: Recognized tax positions are measured as the largest amount of tax benefit that has a greater than 50 percent likelihood of being realized upon settlement.
+Added: Net deferred tax assets are reduced by a valuation allowance if, based on our evaluation of all available evidence, 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.
−Removed: 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.
+Added: The effect of a change in tax laws or rates on deferred tax assets and liabilities 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.
−Removed: 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.
+Added: In the U.S., 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.
We have elected to treat the tax effect of GILTI as a current-period expense when incurred.
12 unchanged sentences
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.
+Added: LIBERTY GLOBAL LTD.
+Added: Notes to Consolidated Financial Statements — (Continued)
+Added: December 31, 2024, 2023 and 2022
Revenue Recognition
2 unchanged sentences
Installation fees related to services provided over our network are generally deferred and recognized as revenue over the contractual period, or longer if the upfront fee results in a material renewal right.
−Removed: LIBERTY GLOBAL LTD.
−Removed: Notes to Consolidated Financial Statements — (Continued)
−Removed: December 31, 2023, 2022 and 2021
Sale of Multiple Products and Services.
16 unchanged sentences
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.
−Removed: Other Revenue — Services to Affiliates.
−Removed: 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.
+Added: Other Revenue — Services.
+Added: We provide services to certain third parties and affiliates, including 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 these third parties or affiliates.
We recognize revenue from services to affiliates in the period in which the related services are provided.
+Added: Other Revenue — Formula E Global Revenue.
+Added: Formula E’s global revenue primarily comes from global sponsorship contracts, with additional contributions from fees paid by racing teams and broadcasting revenue.
+Added: With the exception of global barter revenue, we recognize this global revenue on a pro rata basis by race event across the racing season.
+Added: Any global barter revenue is recognized in the period in which the barter transaction occurs.
+Added: Other Revenue — Formula E Race Revenue.
+Added: Formula E’s race revenue comprises fees paid by local promoters to host race events, income from ticketing and hospitality services at race events and fees paid by racing teams for freight, administrative and other race-related services.
+Added: As this race revenue is specific to the location of each individual racing event, race revenue is recognized in the period in which the associated race occurs.
Contract Costs.
1 unchanged sentence
If, however, the amortization period is less than one year, we expense such costs in the period incurred.
−Removed: 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.
+Added: Contract fulfillment costs, such as costs for installation activities for B2B customers, are recognized as assets and amortized to other
+Added: LIBERTY GLOBAL LTD.
+Added: Notes to Consolidated Financial Statements — (Continued)
+Added: December 31, 2024, 2023 and 2022
+Added: operating costs over the applicable period benefited, which is generally the substantive contract term for the related service contract.
Promotional Discounts.
8 unchanged sentences
For a disaggregation of our revenue by major category and by reportable and geographic segment, see note 19.
−Removed: LIBERTY GLOBAL LTD.
−Removed: Notes to Consolidated Financial Statements — (Continued)
−Removed: December 31, 2023, 2022 and 2021
Programming Costs
19 unchanged sentences
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.
+Added: LIBERTY GLOBAL LTD.
+Added: Notes to Consolidated Financial Statements — (Continued)
+Added: December 31, 2024, 2023 and 2022
We use the straight-line method to recognize share-based compensation expense for our outstanding share awards that do not contain a performance condition and the accelerated expense attribution method for our outstanding share awards that contain a performance condition and vest on a graded basis.
−Removed: The grant date fair values for options, share appreciation rights ( SARs ) and performance-based share appreciation rights ( PSARs ) are estimated using the Black-Scholes option pricing model, and the grant date fair values for restricted share units ( RSUs ), restricted share awards ( RSAs ) and performance-based restricted share units ( PSUs ) are based upon the closing share price of Liberty Global common shares on the date of grant.
+Added: The grant date fair values for options, share appreciation rights ( SARs ) and performance based share appreciation rights ( PSARs ) are estimated using the Black-Scholes option pricing model, and the grant date fair values for restricted share units ( RSUs ) 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.
−Removed: 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.
+Added: We generally issue new Liberty Global common shares when Liberty Global options or SARs are exercised and when RSUs and PSUs vest.
Our company settles SARs and PSARs on a net basis when exercised by the award holder, whereby the number of shares issued represents the excess value of the award based on the market price of the respective Liberty Global shares at the time of exercise relative to the award’s exercise price.
In addition, the number of shares issued is further reduced by the amount of the employee’s required income tax withholding.
−Removed: Although we repurchase Liberty Global 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.
−Removed: LIBERTY GLOBAL LTD.
−Removed: Notes to Consolidated Financial Statements — (Continued)
−Removed: December 31, 2023, 2022 and 2021
+Added: Although we repurchase Liberty Global common shares from time to time, the parameters of our share repurchases and redemptions do not take into account the potential dilutive impact from our share-based compensation plans.
For additional information regarding our share-based compensation, see note 15.
1 unchanged sentence
Legal fees and related litigation costs are expensed as incurred.
+Added: LIBERTY GLOBAL LTD.
+Added: Notes to Consolidated Financial Statements — (Continued)
+Added: December 31, 2024, 2023 and 2022
Earnings or Loss per Share
12 unchanged sentences
366,731,510 425,679,037 489,555,582
−Removed: Incremental shares attributable to the assumed exercise or release of outstanding share-based incentive awards upon vesting (treasury stock method) — 7,433,268 13,418,999
+Added: Incremental shares (a) 8,450,711 — 7,433,268
Weighted average common shares outstanding (diluted EPS computation)
375,182,221 425,679,037 496,988,850
−Removed: We reported a net loss from continuing operations attributable to Liberty Global shareholders during 2023.
−Removed: 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.
−Removed: 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.
−Removed: LIBERTY GLOBAL LTD.
−Removed: Notes to Consolidated Financial Statements — (Continued)
−Removed: December 31, 2023, 2022 and 2021
+Added: Excluded potentially dilutive employee share-based incentive awards (b) 99,742,431 96,492,625 59,459,161
+Added: _______________
+Added: (a) We use the treasury stock method to calculate our incremental shares attributable to the assumed exercise or release of the outstanding share-based incentive awards upon vesting.
+Added: Certain of our share incentive plans include performance and/or other features that result in the associated shares being contingently issuable.
+Added: For purposes of applying the treasury stock method, the dilutive effect of these awards is calculated based on the number of the shares that would be issuable as if the end of the reporting period was the end of the contingency period.
+Added: (b) Amounts represent potentially dilutive shares that have been excluded from the computation of diluted earnings (loss) from continuing operations attributable to Liberty Global shareholders because their effect would have been anti-dilutive or, in the case of PSUs, because such awards had not yet met the applicable performance criteria.
(4) Revenue Recognition and Related Costs
7 unchanged sentences
Our deferred revenue balances were $ 289.5 million and $ 172.5 million as of December 31, 2024 and 2023, respectively.
−Removed: 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.
+Added: The increase in deferred revenue during 2024 is primarily due to the net effect of (a) the impact of additions during the period, (b) the recognition of $ 155.6 million of revenue that was included in our deferred revenue balance at December 31, 2023 and (c) an increase of $ 117.0 million related to the Formula E Acquisition.
The long-term portions of our deferred revenue balances are included within other long-term liabilities on our consolidated balance sheets.
+Added: LIBERTY GLOBAL LTD.
+Added: Notes to Consolidated Financial Statements — (Continued)
+Added: December 31, 2024, 2023 and 2022
Contract Costs
1 unchanged sentence
The current and long-term portions of our assets related to contract costs are included within other current assets and other assets, net, respectively, on our consolidated balance sheets.
−Removed: During 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
−Removed: A large portion of our revenue is derived from customers who are not subject to contracts.
+Added: A 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
+Added: Formula E Acquisition
+Added: On October 2, 2024 (the Formula E Acquisition Date ), we gained control of Formula E through the acquisition of the Formula E shares held by Warner Bros.
+Added: Discovery, Inc.
+Added: ( Warner Bros.
+Added: Discovery ) and certain other minority shareholders, which increased our ownership interest in Formula E from 38.2 % to 65.6 % (the Formula E Acquisition ).
+Added: The total purchase price for these additional shares totaled € 150.0 million ($ 165.7 million at the transaction date).
+Added: We also acquired Warner Bros.
+Added: Discovery’s € 50.0 million ($ 55.6 million at the transaction date) shareholder loan to Formula E upon closing of the transaction.
+Added: Liberty Global began consolidating 100 % of Formula E’s results from the Formula E Acquisition Date.
+Added: We have accounted for the Formula E Acquisition as a business combination using the acquisition method of accounting, whereby the total purchase price was allocated to the acquired identifiable net assets of Formula E based on assessments of their respective fair values, and the excess of the purchase price over the fair values of these identifiable net assets was allocated to goodwill.
+Added: The following table summarizes the fair value of consideration transferred as part of the Formula E Acquisition (in millions):
+Added: Purchase consideration (a) $ 221.3
+Added: Fair value of pre-existing investment in Formula E (b)
+Added: Fair value of the noncontrolling interest in Formula E (c)
+Added: _______________
+Added: (a) Represents the total purchase consideration in connection with the Formula E Acquisition, which includes the shareholder loan acquired from Warner Bros.
+Added: Discovery, as described above.
+Added: (b) Represents the fair value of our pre-existing investment in Formula E immediately prior to the Formula E Acquisition, including our € 80.5 million ($ 88.9 million at the transaction date) shareholder loan to Formula E.
+Added: (c) Represents the fair value of the noncontrolling interest in Formula E as of the Formula E Acquisition Date.
+Added: LIBERTY GLOBAL LTD.
+Added: Notes to Consolidated Financial Statements — (Continued)
+Added: December 31, 2024, 2023 and 2022
+Added: A summary of the preliminary amounts of identifiable assets acquired and liabilities assumed at the Formula E Acquisition Date is presented in the following table (in millions).
+Added: These figures are subject to adjustment based on our final assessment of the fair values of the acquired identifiable assets and liabilities.
+Added: Although most items in the valuation process remain open, the items with the highest likelihood of changing upon finalization of the valuation process relate to goodwill, certain intangible assets and their respective estimated useful lives and income taxes.
+Added: Current assets (a) $ 104.1
+Added: Property and equipment, net 32.1
+Added: Intangible assets subject to amortization, net (b) 686.0
+Added: Other assets, net 23.4
+Added: Other accrued and current liabilities ( 167.5 )
+Added: Deferred tax liabilities ( 117.9 )
+Added: Other long-term liabilities ( 12.0 )
+Added: Total identifiable net assets $ 548.2
+Added: Goodwill (c) $ 198.7
+Added: _______________
+Added: (a) In connection with the Formula E Acquisition, we acquired $ 22.2 million of cash and cash equivalents, including restricted cash.
+Added: (b) Amount primarily includes an intangible asset related to a licensing agreement with the Federation Internationale l’Automobile ( FIA ) that provides Formula E with the exclusive rights to operate an electric motor racing championship.
+Added: As of the Formula E Acquisition Date, the weighted average useful life of Formula E’s intangible assets was approximately 33 years.
+Added: (c) The goodwill recognized in connection with the Formula E Acquisition primarily represents the future economic benefits expected to arise from other intangible assets acquired that do not qualify for separate recognition, including assembled workforce, value associated with future sponsors, continued innovation and non-contractual relationships.
+Added: In connection with the Formula E Acquisition, we also recognized a gain of $ 190.7 million during 2024, representing the difference between the fair value and carrying amount of our previously held minority equity interest in Formula E.
+Added: No income taxes were required to be provided on this gain.
Telenet Wyre Transaction
−Removed: 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 ).
−Removed: The companies each contributed certain cable infrastructure assets with Telenet and Fluvius initially owning 66.8 % and 33.2 % of Wyre, respectively.
+Added: On July 1, 2023, pursuant to an agreement dated July 19, 2022, Telenet and Fluvius System Operator CV ( Fluvius ) created an independent infrastructure company ( Wyre ) within their combined geographic footprint in Belgium (the Telenet Wyre Transaction ).
+Added: The companies each contributed certain cable infrastructure assets with Telenet and Fluvius 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 ($ 20.7 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.
+Added: The final purchase price allocation was completed on June 30, 2024, which resulted in adjustments to certain of the preliminary amounts recorded.
+Added: For more information regarding the final purchase price allocation, see note 10.
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.
−Removed: 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.
−Removed: Accordingly, the pro forma effect of the Telenet Wyre Transaction is not presented herein.
+Added: Primarily due to Telenet’s aforementioned pre-existing network leasing relationship with Fluvius, the Telenet Wyre Transaction did not have a significant impact on our operating income during 2023 or 2022.
+Added: LIBERTY GLOBAL LTD.
+Added: Notes to Consolidated Financial Statements — (Continued)
+Added: December 31, 2024, 2023 and 2022
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.
+Added: Pro Forma Information
+Added: The following unaudited pro forma consolidated operating results give effect to the Formula E Acquisition as if it had been completed as of January 1, 2023.
+Added: No effect has been given to the Telenet Wyre Transaction since it would not have had a significant impact on our results of operations during 2023.
+Added: These pro forma amounts are not necessarily indicative of the operating results that would have occurred if the Formula E Acquisition had occurred on such date.
+Added: The pro forma adjustments are based on certain assumptions that we believe are reasonable.
+Added: Year ended December 31,
+Added: Revenue (in millions) $ 4,589.4 $ 4,384.3
+Added: Net earnings (loss) from continuing operations attributable to Liberty Global shareholders (in millions) $ 1,791.5 $ ( 3,871.9 )
+Added: Basic earnings (loss) from continuing operations attributable to Liberty Global shareholders per share $ 4.89 $ ( 9.10 )
+Added: Diluted earnings (loss) from continuing operations attributable to Liberty Global shareholders per share $ 4.78 $ ( 9.10 )
+Added: Our consolidated statement of operations for the year ended December 31, 2024 includes revenue of $ 17.9 million and net loss of $ 20.0 million attributable to Formula E, excluding the share of results of affiliates, net, related to our previously held minority equity interest in Formula E.
+Added: (6) Dispositions
+Added: On November 8, 2024, we completed the Spin-off, following a series of transactions that resulted in the transfer of the Sunrise Entities to an independent, separate publicly-traded Swiss company, Sunrise Communications AG.
+Added: No gain or loss has been recognized in connection with the Spin-off.
+Added: The Spin-off was accomplished through the distribution of Sunrise common shares, in the form of Sunrise American depository shares ( ADSs ), to Liberty Global shareholders (the Sunrise Distribution ).
+Added: Liberty Global shareholders received one Sunrise Class A ADS for every five Liberty Global Class A or Class C common shares and two Sunrise Class B ADSs for each Liberty Global Class B common share.
+Added: In connection with the Spin-off, we entered into several agreements with Sunrise (the Spin-off Agreements ).
+Added: The following summarizes the material agreements:
+Added: • A master separation agreement (the Master Separation Agreement ), which provides for, among other things, the principal corporate transactions (including the internal restructuring) required to effect the Spin-off, certain conditions to the Spin-off and provisions governing the relationship between Liberty Global and Sunrise with respect to and resulting from the Spin-off;
+Added: • A tax separation agreement (the Tax Separation Agreement ), which governs the parties’ respective rights, responsibilities and obligations with respect to taxes and tax benefits, the filing of tax returns, the handling of audits or other tax proceedings and assistance and cooperation and other tax matters, in each case, for taxable periods ending on or before or that otherwise include the date of the Spin-off;
LIBERTY GLOBAL LTD.
1 unchanged sentence
December 31, 2024, 2023 and 2022
−Removed: (6) Dispositions
−Removed: 2022 Dispositions
−Removed: On April 1, 2022, we completed the sale of 100 % of our operations in Poland ( UPC Poland ) to a subsidiary of iliad S.A.
+Added: • A technology master services agreement (the Technology Master Services Agreement ), pursuant to which, for up to five years following the Spin-off, with the option to renew for a two-year period, Liberty Global will continue to provide Sunrise various technology-related platforms, products and services, including entertainment platforms and support services, connectivity platforms and support services, Global Tier-1 international internet and enterprise backbone network, IP transit and peering services, information technology applications and related services, mobile virtual network operator services, B2B-related services, technical architecture advisory services and security services;
+Added: • Transitional services agreements (the Transitional Services Agreements ), pursuant to which Liberty Global will provide Sunrise various administrative services to ensure an orderly transition following the Spin-off.
+Added: The terms of the services are for up to five years following the Spin-off, depending on the individual service elements.
+Added: These services include, among others, internal audit, compliance, internal controls, external reporting, accounting, treasury, emerging business, corporate affairs and regulatory, human resources, legal, content and brand access services;
+Added: • Other services agreements (the Other Services Agreements ), pursuant to which certain subsidiaries of Liberty Global and Sunrise will continue to provide certain operational or advisory services to each other under agreements entered into prior to the Spin-off.
+Added: These service agreements remain in place for a period of up to five years following the Spin-off and include structured finance, shared services, procurement, interconnect, roaming brokering, hyper scale consultancy and call center support.
+Added: During 2024, we recorded revenue of $ 24.4 million associated with these services, as specified in the services agreements outlined above.
+Added: On April 1, 2022, we completed the sale of UPC Poland to a subsidiary of iliad S.A.
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).
1 unchanged sentence
No income taxes were required to be provided on this gain.
−Removed: 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.
+Added: In connection with the sale of UPC Poland, we 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.
−Removed: During 2023 and 2022, we recorded revenue of $ 24.6 million and $ 26.6 million, respectively, associated with these transitional services.
−Removed: UPC Poland is presented as a discontinued operation in our consolidated financial statements for all applicable periods.
−Removed: Effective with the signing of the sale and purchase agreement on September 22, 2021, we ceased to depreciate or amortize the associated long-lived assets.
−Removed: Our operations in Poland were held through Sunrise Holding prior to the disposal date.
−Removed: No debt, interest or derivative instruments of the Sunrise Holding borrowing group have been allocated to discontinued operations.
−Removed: The operating results of UPC Poland for 2022 and 2021 are summarized in the following table.
+Added: During 2024, 2023 and 2022, we recorded revenue of $ 37.1 million, $ 24.6 million and $ 26.6 million, respectively, associated with these transitional services.
+Added: Presentation of Discontinued Operations
+Added: The operations of the Sunrise Entities and UPC Poland are presented as discontinued operations in our consolidated financial statements for all applicable periods.
+Added: LIBERTY GLOBAL LTD.
+Added: Notes to Consolidated Financial Statements — (Continued)
+Added: December 31, 2024, 2023 and 2022
+Added: The carrying amounts of the major classes of assets and liabilities of the Sunrise Entities as of December 31, 2023 are summarized below (in millions).
+Added: These amounts exclude intercompany assets and liabilities that are eliminated within our consolidated balance sheet.
+Added: Current assets $ 1,197.6
+Added: Property and equipment, net 3,006.3
+Added: Goodwill 7,168.7
+Added: Intangible assets subject to amortization, net 1,380.0
+Added: Other assets 1,588.1
+Added: Total assets $ 14,340.7
+Added: Current portion of debt and finance leases $ 377.9
+Added: Other accrued and current liabilities 1,366.9
+Added: Long-term debt and finance lease obligations (a) 6,119.4
+Added: Other long-term liabilities 2,241.5
+Added: Total liabilities $ 10,105.7
+Added: _______________
+Added: (a) In October 2024, in connection with the Spin-off, the Sunrise Entities repaid an aggregate $ 1.4 billion of outstanding indebtedness, including associated derivative instruments.
+Added: This repayment is included within net cash used by financing activities of discontinued operations in our consolidated statement of cash flows for the year ended December 31, 2024.
+Added: The operating results of the Sunrise Entities for 2024 and 2023 are summarized in the following table.
These amounts exclude intercompany revenue and expenses that are eliminated within our consolidated statements of operations.
3 unchanged sentences
Operating income $ 154.0 $ 69.3
+Added: Loss before income taxes $ ( 200.1 ) $ ( 278.2 )
+Added: Income tax benefit (expense) ( 23.1 ) 63.5
+Added: Net loss attributable to Liberty Global shareholders $ ( 223.2 ) $ ( 214.7 )
+Added: _______________
+Added: (a) Includes the operating results of the Sunrise Entities from January 1, 2024 to November 8, 2024, the date of the Spin-off.
+Added: LIBERTY GLOBAL LTD.
+Added: Notes to Consolidated Financial Statements — (Continued)
+Added: December 31, 2024, 2023 and 2022
+Added: The operating results of the Sunrise Entities and UPC Poland for 2022 are summarized in the following table.
+Added: These amounts exclude intercompany revenue and expenses that are eliminated within our consolidated statement of operations.
+Added: Sunrise Entities UPC
+Added: Poland (a) Total
+Added: Revenue $ 3,178.2 $ 109.5 $ 3,287.7
+Added: Operating income $ 36.9 $ 45.0 $ 81.9
Earnings before income taxes $ 245.8 $ 43.9 $ 289.7
−Removed: Income tax expense ( 9.3 ) ( 48.1 )
+Added: Income tax benefit (expense) 87.8 ( 9.3 ) 78.5
Net earnings attributable to Liberty Global shareholders $ 333.6 $ 34.6 $ 368.2
9 unchanged sentences
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.
−Removed: 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.
+Added: In addition, as part of the Telenet Tower Lease Agreement, Telenet committed to lease back 475 build-to-suit sites over the term of the lease.
As of December 31, 2024, the total U.S.
−Removed: dollar equivalent of the estimated future payments for the
−Removed: LIBERTY GLOBAL LTD.
−Removed: Notes to Consolidated Financial Statements — (Continued)
−Removed: December 31, 2023, 2022 and 2021
−Removed: build-to-suit sites over the term of the lease was $ 106.8 million, the majority of which are due after 2028.
+Added: dollar equivalent of the estimated future payments for the build-to-suit sites over the term of the lease was $ 84.9 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.
−Removed: 2021 Dispositions
−Removed: JV Transaction .
−Removed: On June 1, 2021, pursuant to a Contribution Agreement dated May 7, 2020 (the Contribution Agreement ) with, among others, Telefónica, (i) we contributed Virgin Media U.K.
−Removed: and certain other Liberty Global subsidiaries (together, the U.K.
−Removed: JV Entities ) to the VMO2 JV and (ii) Telefónica contributed its U.K.
−Removed: mobile business to the VMO2 JV, creating a nationwide integrated communications provider (herein referred to as the “ U.K.
−Removed: JV Transaction ”).
−Removed: We account for our 50 % interest in the VMO2 JV as an equity method investment, as further described in note 7.
−Removed: In connection with the U.K.
−Removed: JV Transaction, we received net cash of $ 108.6 million, which includes the net impact of (i) equalization payments received from Telefónica, (ii) our share of the proceeds associated with related recapitalization financing transactions completed by the VMO2 JV and (iii) $ 44.5 million of cash paid by Liberty Global to settle certain centrally-held vendor financing obligations associated with the VMO2 JV.
−Removed: In connection with the U.K.
−Removed: 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.
−Removed: This gain was calculated by deducting the carrying value of the U.K.
−Removed: 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.
−Removed: For information regarding our approach to the valuation of our interest in the VMO2 JV, see note 9.
−Removed: 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.
−Removed: The opening balance sheet presented below reflects the final purchase price allocation (in millions):
−Removed: Current assets $ 4,186.7
−Removed: Property and equipment, net 12,523.2
−Removed: Goodwill 29,455.4
−Removed: Intangible assets subject to amortization, net 13,274.6
−Removed: Other assets, net 4,163.5
−Removed: Current portion of debt and finance lease obligations ( 4,352.5 )
−Removed: Other accrued and current liabilities ( 5,780.8 )
−Removed: Long-term debt and finance lease obligations ( 21,879.2 )
−Removed: Other long-term liabilities ( 2,170.9 )
−Removed: Total fair value of the net assets of the VMO2 JV
−Removed: For the period prior to the June 1, 2021 completion of the U.K.
−Removed: JV Transaction, our consolidated statement of operations includes aggregate earnings before income taxes attributable to the U.K.
−Removed: JV Entities of $ 890.5 million during 2021.
−Removed: Effective with the signing of the Contribution Agreement, we began accounting for the U.K.
−Removed: JV Entities as held for sale.
−Removed: Accordingly, we ceased to depreciate or amortize the long-lived assets of the U.K.
−Removed: However, the U.K.
−Removed: JV Entities were not presented as discontinued operations as the U.K.
−Removed: JV Transaction did not represent a strategic shift as defined by GAAP.
LIBERTY GLOBAL LTD.
1 unchanged sentence
December 31, 2024, 2023 and 2022
−Removed: The June 1, 2021 carrying amounts of the major classes of assets and liabilities associated with the U.K.
−Removed: JV Entities, which were contributed to the VMO2 JV, are summarized below (in millions):
−Removed: Current assets (a) $ 4,868.3
−Removed: Property and equipment, net 9,465.1
−Removed: Goodwill 8,214.7
−Removed: Other assets, net 3,086.9
−Removed: Total assets (b) $ 25,635.0
−Removed: Current portion of debt and finance lease obligations
−Removed: Other accrued and current liabilities
−Removed: Long-term debt and finance lease obligations
−Removed: Other long-term liabilities
−Removed: Total liabilities (b) $ 24,156.2
−Removed: _______________
−Removed: (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.
−Removed: JV Transaction.
−Removed: (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.
−Removed: AtlasEdge JV Transactions .
−Removed: On September 1, 2021, we (i) contributed certain assets and liabilities to a newly-formed 50 :
−Removed: 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.
−Removed: In addition, we sold certain additional assets to the AtlasEdge JV during the fourth quarter of 2021.
−Removed: 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.
−Removed: We account for our interest in the AtlasEdge JV as an equity method investment.
−Removed: LIBERTY GLOBAL LTD.
−Removed: Notes to Consolidated Financial Statements — (Continued)
−Removed: December 31, 2023, 2022 and 2021
(7) Investments
5 unchanged sentences
1,738.4 2,055.4 50.0
−Removed: 250.8 122.2 48.1
−Removed: All3Media Group ( All3Media )
−Removed: 144.2 143.9 50.0
−Removed: Formula E Holdings Ltd ( Formula E )
+Added: AE Group Sàrl ( AtlasEdge JV ) (d)
339.5 250.8 48.6
+Added: Nexfibre Networks Limited ( nexfibre JV ) (e)
93.4 55.9 24.9
+Added: Formula E (f) — 99.1 —
+Added: All3Media Group ( All3Media ) (g)
Other 107.6 91.5
Total — equity 8,780.3 9,945.4
−Removed: Separately-managed accounts ( SMAs ) (d)
−Removed: 1,990.5 2,621.6
−Removed: Vodafone - subject to re-use rights (e)
−Removed: 1,168.1 — 4.9
−Removed: Televisa Univision, Inc.
−Removed: ( Televisa Univision )
+Added: Separately-managed accounts ( SMAs ) (h)
335.6 1,990.5
−Removed: ITV plc ( ITV )
+Added: Vodafone - subject to re-use rights (i)
1,141.5 1,168.1 5.2
2 unchanged sentences
414.5 318.3 4.5
−Removed: Plume Design, Inc.
−Removed: ( Plume ) (f)
+Added: ITV plc ( ITV )
351.4 321.9 10.1
+Added: Televisa Univision, Inc.
+Added: ( Televisa Univision )
314.8 388.3 6.4
−Removed: Lacework, Inc.
+Added: Plume Design, Inc.
+Added: ( Plume ) (j)
73.0 168.4 10.3
7 unchanged sentences
31.0 55.5 4.3
+Added: Lacework, Inc.
+Added: ( Lacework ) (l)
Other 358.1 343.8
Total — fair value 3,243.3 5,380.9
−Removed: Total investments (g) $ 15,386.6 $ 17,570.1
+Added: Total investments (m) $ 12,023.6 $ 15,326.3
Short-term investments $ 335.6 $ 1,990.5
1 unchanged sentence
_______________
−Removed: (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.
+Added: (a) Represents our economic ownership based on total shares owned as a percentage of total shares outstanding as of the most recent balance sheet date or 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.
4 unchanged sentences
December 31, 2024, 2023 and 2022
−Removed: 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.
−Removed: (c) Amounts include certain notes receivable due from a subsidiary of the VodafoneZiggo JV to a subsidiary of Liberty Global comprising (i) a euro-denominated note receivable with a principal amount of $ 774.5 million and $ 749.7 million at December 31, 2023 and 2022, respectively, (the VodafoneZiggo JV Receivable I ) and (ii) a euro-denominated note receivable with a principal amount of $ 230.0 million and $ 222.7 million at December 31, 2023 and 2022, respectively, (the VodafoneZiggo JV Receivable II and, together with the VodafoneZiggo JV Receivable I, the VodafoneZiggo JV Receivables ).
−Removed: The VodafoneZiggo JV Receivables bear interest at 5.55 % and have a final maturity date of December 31, 2030.
−Removed: During 2023, interest accrued on the VodafoneZiggo JV Receivables was $ 55.3 million, all of which has been cash settled.
−Removed: (d) Represents investments held under SMAs, which are maintained by investment managers acting as agents on our behalf.
+Added: respective investee’s net assets by $ 901.2 million and $ 1,202.6 million, respectively, which primarily includes amounts associated with the VodafoneZiggo JV Receivables, as defined below, and for December 31, 2023, amounts we were owed under long-term notes receivable from All3Media.
+Added: (c) Amounts include certain notes receivable due from a subsidiary of the VodafoneZiggo JV to a subsidiary of Liberty Global, comprising (i) a € 700.0 million note receivable ($ 724.4 million and $ 774.5 million equivalent at December 31, 2024 and 2023, respectively) (the VodafoneZiggo JV Receivable I ) and (ii) a € 207.9 million note receivable ($ 215.1 million and $ 230.0 million equivalent at December 31, 2024 and 2023, respectively) (the VodafoneZiggo JV Receivable II and, together with the VodafoneZiggo JV Receivable I, the VodafoneZiggo JV Receivables ).
+Added: The VodafoneZiggo JV Receivables bear interest at a rate of 5.55 % and have a final maturity date of December 31, 2030.
+Added: During 2024, interest accrued on the VodafoneZiggo JV Receivables was € 53.5 million ($ 55.4 million), all of which has been cash settled.
+Added: (d) Liberty Global owns a 50 % noncontrolling voting interest in the AtlasEdge JV.
+Added: (e) Liberty Global owns a 25 % noncontrolling voting interest in the nexfibre JV.
+Added: (f) As a result of the Formula E Acquisition, our ownership increased to 65.6 % and we began consolidating Formula E’s results from the Formula E Acquisition Date.
+Added: For additional information regarding the Formula E Acquisition, see note 5.
+Added: (g) On May 16, 2024, Liberty Global, together with joint owner Warner Bros.
+Added: Discovery, completed the sale of All3Media to RedBird IMI.
+Added: We received £ 330.8 million ($ 419.3 million at the transaction date) of total cash in connection with the sale, including the repayment of the principal and accrued interest associated with long-term notes receivable from All3Media.
+Added: We recognized a gain on the sale of All3Media of £ 212.3 million ($ 242.9 million at the transaction date).
+Added: (h) 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, 2024.
+Added: Our SMA held in a leveraged structured note is accounted for at fair value and the associated gains or losses are included in realized and unrealized losses due to changes in fair values of certain investments, net, in our consolidated statements of operations.
At December 31, 2024 and 2023, interest accrued on our debt securities, which is included in other current assets on our consolidated balance sheets, was $ 7.2 million and $ 34.6 million, respectively.
−Removed: (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.
−Removed: 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 ).
−Removed: The Vodafone Collar Transaction includes a collar on the full amount of our Vodafone shares (the Vodafone Collar ) and a loan (the Vodafone Collar Loan ) collateralized by the Vodafone shares.
+Added: (i) In connection with our investment in Vodafone, we entered into a share collar (the Vodafone Collar ) with respect to the Vodafone shares held by our company.
+Added: The aggregate purchase price paid to acquire our investment in Vodafone was partially financed through borrowings under a secured borrowing agreement (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.
−Removed: At December 31, 2023, after consideration of the Vodafone Collar Transaction, the net fair value of our investment in Vodafone is $ 115.5 million.
−Removed: 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.
−Removed: (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.
−Removed: (g) The purchase and sale of investments are presented on a gross basis in our consolidated statements of cash flows, including amounts associated with SMAs.
+Added: At December 31, 2024 and 2023, the net fair value of our investment in Vodafone was $ 89.3 million and $ 115.5 million, respectively.
+Added: (j) Our investment in Plume includes warrants with a fair value of $ 24.5 million and $ 61.3 million at December 31, 2024 and 2023, respectively.
+Added: (k) We completed the sale of our investment in Pax8 during the fourth quarter of 2024.
+Added: (l) We completed the sale of our investment in Lacework during the third quarter of 2024.
+Added: (m) The purchase and sale of investments are presented on a gross basis in our consolidated statements of cash flows, including amounts associated with SMAs.
LIBERTY GLOBAL LTD.
5 unchanged sentences
2024 2023 2022
+Added: VodafoneZiggo JV (a)
$ ( 69.3 ) $ ( 196.7 ) $ 241.2
−Removed: VodafoneZiggo JV (b)
( 40.9 ) ( 31.1 ) ( 23.3 )
+Added: Formula E (b)
( 29.1 ) ( 19.4 ) ( 20.2 )
( 29.0 ) ( 1,723.1 ) ( 1,396.6 )
+Added: All3Media (d)
( 15.5 ) 4.0 ( 10.0 )
−Removed: ( Streamz ) (c)
+Added: ( Streamz ) (e)
( 2.3 ) ( 6.9 ) ( 35.2 )
1 unchanged sentence
Eltrona Interdiffusion S.A.
−Removed: ( Eltrona ) (d)
−Removed: — ( 34.2 ) ( 17.2 )
+Added: ( Eltrona ) (f)
Other ( 17.3 ) ( 10.5 ) ( 15.2 )
1 unchanged sentence
_______________
−Removed: (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.
+Added: (a) 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.
+Added: (b) Includes our share of results of Formula E prior to the Formula E Acquisition Date.
+Added: (c) 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.
−Removed: (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.
−Removed: (c) The 2022 amount includes a charge of $ 31.7 million related to a decline in fair value below the cost basis of the investment that was deemed other-than-temporary during the fourth quarter.
−Removed: (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.
−Removed: On June 1, 2021, we completed the U.K.
−Removed: JV Transaction.
−Removed: Each of Liberty Global and Telefónica (each a “ U.K.
−Removed: JV Shareholder ”) holds 50 % of the issued share capital of the VMO2 JV .
+Added: (d) We completed the sale of our investment in All3Media during the second quarter of 2024.
+Added: (e) 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.
+Added: (f) On January 2, 2023, we completed our acquisition of a controlling interest in Eltrona and began consolidating Eltrona’s results from that date.
+Added: 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.
+Added: Liberty Global and Telefónica (each a “ U.K.
+Added: JV Shareholder ”) each hold 50 % of the issued share capital of the VMO2 JV .
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.
−Removed: For additional information regarding the U.K.
−Removed: JV Transaction, see note 6.
In connection with the formation of the VMO2 JV, the U.K.
3 unchanged sentences
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.
−Removed: JV Shareholders on a pro rata basis (subject to the VMO2 JV maintaining a minimum amount of cash and complying with the terms of its financing arrangements) and (ii) that the VMO2 JV will be managed with a leverage ratio between 4.0 and 5.0 times EBITDA (as calculated pursuant to its existing financing arrangements), with the VMO2 JV undertaking periodic recapitalizations and/or refinancings accordingly.
−Removed: During 2023 and 2022, we received dividend distributions from the VMO2 JV aggregating $ 1,242.8 million and $ 932.5 million, respectively, of which
+Added: JV Shareholders on a pro rata basis (subject to the VMO2 JV maintaining a minimum
LIBERTY GLOBAL LTD.
1 unchanged sentence
December 31, 2024, 2023 and 2022
−Removed: $ 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.
−Removed: 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.
+Added: 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.
+Added: During 2024, 2023 and 2022, we received dividend distributions from the VMO2 JV aggregating $ 535.7 million, $ 1,242.8 million and $ 932.5 million, respectively, of which $ 206.4 million, $ 815.2 million and $ 477.9 million, respectively, were accounted for as a return of capital and $ 329.3 million, $ 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.
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.
6 unchanged sentences
JV Shareholder.
−Removed: Pursuant to an agreement entered into in connection with the closing of the VMO2 JV and amended in December 2023 (the U.K.
+Added: Pursuant to an agreement (the U.K.
JV Framework Agreement ), Liberty Global provides certain services to the VMO2 JV on a transitional or ongoing basis (collectively, the U.K.
1 unchanged sentence
Pursuant to the terms of the U.K.
−Removed: JV Framework Agreement, the ongoing services, 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.
+Added: JV Framework Agreement, the ongoing services will be provided through 2029 depending on the type of service, while transitional services will be provided for a period of no less than 12 months, after which both parties shall be entitled to terminate based on specified notice periods.
JV Services provided by Liberty Global consist primarily of (i) technology and other services and (ii) capital-related expenditures for assets that will be used by or will otherwise benefit the VMO2 JV.
7 unchanged sentences
The amounts due from the VMO2 JV, which are periodically cash settled, are included in other current assets on our consolidated balance sheets.
−Removed: In July 2022, the VMO2 JV entered into a new long-term performance incentive plan (the 2022 VMO2 LTIP ) for certain of its employees, dependent on the achievement of specific performance metrics over each of the three years in the period beginning January 1, 2022 and ending on December 31, 2024.
−Removed: Payout may occur in March 2025 and will be settled in Liberty Global Class A and/or Liberty Global Class C common shares and Telefónica ordinary shares, with the settlement split evenly between the U.K.
+Added: Annually, beginning in July 2022, the VMO2 JV has entered into long-term performance incentive plans (the VMO2 LTIPs ) for certain of its employees, dependent on the achievement of specific performance metrics over a three-year period beginning January 1st of the year of the grant.
+Added: The applicable payout earned is settled in Liberty Global Class A and/or Liberty Global Class C common shares and Telefónica ordinary shares, with the settlement split equally between the U.K.
JV Shareholders.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: As the VMO2 JV will reimburse the U.K.
−Removed: JV Shareholders in cash for the value of each company’s 50 % payout of the 2022 VMO2 LTIP awards, a receivable from the VMO2 JV equal to the amount of the fair value of our share of the 2022 VMO2 LTIP liability is recorded on our consolidated balance sheet.
+Added: Subject to forfeitures, 66.7 % of each participant’s payout is earned as of January 1st of the last performance year with the remainder earned on December 31st.
+Added: The VMO2 LTIPs are liability classified as the final payout is a fixed monetary amount settled in a variable number of shares.
+Added: At December 31, 2024, the estimated fair value of Liberty Global’s share of the payout under the VMO2 LTIPs was $ 40.5 million.
+Added: As the VMO2 JV reimburses the U.K.
+Added: JV Shareholders in cash for the value of each shareholder’s payout under the VMO2 LTIPs, a receivable from the VMO2 JV equal to the fair value of our share of the VMO2 LTIPs 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.
7 unchanged sentences
Year ended December 31,
−Removed: 2023 2022 2021 (a)
−Removed: Revenue $ 13,574.1 $ 12,857.2 $ 8,522.9
−Removed: Loss before income taxes $ ( 3,728.8 ) $ ( 3,012.8 ) $ ( 351.6 )
−Removed: Net loss $ ( 3,438.6 ) $ ( 3,042.0 ) $ ( 173.2 )
2024 2023 2022
−Removed: (a) Includes the operating results of the VMO2 JV for the period from June 1, 2021 through December 31, 2021.
+Added: Revenue $ 13,649.7 $ 13,574.1 $ 12,857.2
+Added: Earnings (loss) before income taxes $ 33.1 $ ( 3,728.8 ) $ ( 3,012.8 )
+Added: Net earnings (loss) $ 1.7 $ ( 3,438.6 ) $ ( 3,042.0 )
The summarized financial position of the VMO2 JV is set forth below:
7 unchanged sentences
VodafoneZiggo JV
−Removed: Each of Liberty Global and Vodafone (each a “ NL JV Shareholder ”) holds 50 % of the issued share capital of the VodafoneZiggo JV.
+Added: Liberty Global and Vodafone (each a “ NL JV Shareholder ”) each hold 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.
6 unchanged sentences
As of January 1, 2021, each NL JV Shareholder has the right to initiate a sale of all of its interest in the VodafoneZiggo JV to a third party and, under certain circumstances, initiate a sale of the entire VodafoneZiggo JV, subject, in each case, to a right of first offer in favor of the other NL JV Shareholder.
+Added: Pursuant to an agreement (the NL JV Framework Agreement ), Liberty Global provides certain services to the VodafoneZiggo JV (collectively, the NL JV Services ).
+Added: 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
LIBERTY GLOBAL LTD.
1 unchanged sentence
December 31, 2024, 2023 and 2022
−Removed: Pursuant to an agreement (the NL JV Framework Agreement ), Liberty Global provides certain services to the VodafoneZiggo JV (collectively, the NL JV Services ).
−Removed: 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.
+Added: 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.
21 unchanged sentences
Fair Value Investments
−Removed: The following table sets forth the details of our realized and unrealized gains (losses) due to changes in fair values of certain investments, net:
+Added: The following table sets forth the details of our realized and unrealized losses due to changes in fair values of certain investments, net:
Year ended December 31,
4 unchanged sentences
57.4 ( 362.4 ) —
+Added: Televisa Univision
( 52.1 ) ( 9.9 ) 23.1
2 unchanged sentences
( 27.9 ) 1.3 79.3
−Removed: Televisa Univision
( 24.5 ) ( 22.7 ) —
−Removed: ( Skillz ) (a)
( 16.2 ) 32.9 ( 69.2 )
+Added: ( Skillz ) (c)
TiBiT Communications, Inc.
−Removed: ( TiBiT ) (b)
−Removed: Other, net (c) ( 25.5 ) ( 27.1 ) 42.6
+Added: ( TiBiT ) (d)
+Added: Other, net ( 22.1 ) ( 24.8 ) ( 20.6 )
Total $ ( 28.4 ) $ ( 556.6 ) $ ( 317.0 )
_______________
−Removed: (a) We completed the sale of our investment in Skillz during the first quarter of 2023.
−Removed: (b) Our investment in TiBiT was sold during the fourth quarter of 2022.
−Removed: (c) Amounts include gains of $ 8.0 million, $ 15.7 million and $ 12.9 million, in the respective periods shown, related to investments that were sold during the year.
+Added: (a) We completed the sale of our investment in Lacework during the third quarter of 2024.
+Added: (b) We completed the sale of our investment in Pax8 during the fourth quarter of 2024.
+Added: (c) We completed the sale of our investment in Skillz during the first quarter of 2023.
+Added: (d) We completed the sale of our investment in TiBiT during the fourth quarter of 2022.
LIBERTY GLOBAL LTD.
2 unchanged sentences
Debt Securities
−Removed: The following tables set forth a summary of our debt securities at December 31, 2023 and 2022:
+Added: The following tables set forth a summary of our debt securities recorded within SMAs at December 31, 2024 and 2023:
December 31, 2024
13 unchanged sentences
While the structured note itself contains leverage, our at-risk investment is the estimated fair value as reported.
+Added: During 2024, we invested an additional $ 46.6 million and redeemed $ 62.3 million of the leveraged structured note.
At December 31, 2024, 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
−Removed: Sunrise Holding
−Removed: Telenet 28.23 %
VodafoneZiggo JV
+Added: Other (1) 34.00 %
Total 100.00 %
+Added: _______________
+Added: (1) Other represents cash proceeds from redemptions that remain invested in the leveraged structured note at December 31, 2024.
LIBERTY GLOBAL LTD.
2 unchanged sentences
December 31, 2023
−Removed: Amortized cost basis Accumulated unrealized losses Fair value
+Added: Amortized cost basis Accumulated unrealized gains Fair value
Commercial paper $ 1,066.5 $ ( 0.1 ) $ 1,066.4
2 unchanged sentences
Corporate debt securities 226.6 ( 0.1 ) 226.5
+Added: Structured note (a) (a) (a) 95.8
Other debt securities 9.2 — 9.2
Total debt securities $ 2,180.1 $ 0.2 $ 2,276.1
−Removed: 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.
+Added: _______________
+Added: (a) Amount represents an investment in a leveraged structured note issued by a third-party investment bank, which is accounted for at fair value.
+Added: At December 31, 2023, the proportionate amount of debt issued by Liberty Global consolidated subsidiaries and affiliates associated with the return on the leveraged structured note is summarized in the following table:
+Added: Proportion of debt associated with the return on the leveraged structured note
+Added: VodafoneZiggo JV
+Added: Total 100.00 %
+Added: ________________
+Added: (1) Following completion of the Spin-off, the Sunrise Entities are no longer considered subsidiaries or affiliates of Liberty Global.
+Added: For additional information regarding the Spin-off, see note 6.
+Added: During 2024, 2023 and 2022, we received proceeds from the sale of debt securities of $ 4.4 billion, $ 6.9 billion and $ 9.1 billion, respectively, a portion of which were reinvested in new debt securities held under SMAs.
The sale of debt securities during 2024, 2023 and 2022 resulted in realized net losses of $ 7.5 million, $ 56.3 million and $ 6.9 million, respectively.
2 unchanged sentences
Due in one to five years 97.5
−Removed: Due in five to ten years 0.9
Total (a) $ 433.1
1 unchanged sentence
(a) The weighted average life of our total debt securities was 0.7 years as of December 31, 2024.
−Removed: Our investment portfolio is subject to various macroeconomic pressures and has experienced significant volatility, which affects both our non-public and publicly-traded investments.
−Removed: 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.
LIBERTY GLOBAL LTD.
1 unchanged sentence
December 31, 2024, 2023 and 2022
+Added: Our investment portfolio is subject to various macroeconomic pressures and has experienced significant volatility, which affects both our non-public and publicly-traded investments.
+Added: 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.
(8) Derivative Instruments
1 unchanged sentence
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.
−Removed: dollar ( $ ), the euro ( € ), the British pound sterling ( £ ) and the Swiss franc ( CHF ).
−Removed: Generally, we do not apply hedge accounting to our derivative instruments.
+Added: dollar ( $ ), the euro ( € ) and the British pound sterling ( £ ).
+Added: Generally, we only apply hedge accounting to our derivative instruments in limited circumstances.
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.
23 unchanged sentences
The changes in the credit risk valuation adjustments associated with our cross-currency and interest rate derivative contracts resulted in net gains (losses) of ($ 7.7 million), $ 8.4 million and ($ 33.8 million) during 2024, 2023 and 2022, respectively.
−Removed: These amounts are included in realized and unrealized gains (losses) on derivative instruments, net, in our consolidated statements of operations.
+Added: These amounts are included in realized and unrealized gains 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.
−Removed: The fair value of the Vodafone Collar does not include credit risk valuation adjustments as we assume that any losses incurred by our company in the event of nonperformance by the respective counterparty would be, subject to relevant insolvency laws, fully offset against amounts we owe to such counterparty pursuant to the related secured borrowing arrangements.
+Added: 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
LIBERTY GLOBAL LTD.
1 unchanged sentence
December 31, 2024, 2023 and 2022
−Removed: The details of our realized and unrealized gains (losses) on derivative instruments, net, are as follows:
+Added: nonperformance by the respective counterparty would be, subject to relevant insolvency laws, fully offset against amounts we owe to such counterparty pursuant to the related secured borrowing arrangements.
+Added: The details of our realized and unrealized gains on derivative instruments, net, are as follows:
Year ended December 31,
2 unchanged sentences
Equity-related derivative instruments ( 38.6 ) 258.5 —
−Removed: Vodafone Collar
−Removed: Total equity-related derivative instruments 258.5 — ( 11.8 )
Foreign currency forward and option contracts 30.0 6.1 3.9
19 unchanged sentences
However, in an insolvency of a derivative counterparty, under the laws of certain jurisdictions, the defaulting counterparty or its insolvency representatives may be able to compel the termination of one or more derivative contracts and trigger early termination payment liabilities payable by us, reflecting any mark-to-market value of the contracts for the counterparty.
−Removed: Alternatively, or in addition, the insolvency laws of certain jurisdictions may require the mandatory set off of
+Added: Alternatively, or in addition, the insolvency laws of certain jurisdictions may require the mandatory set off of amounts due under such derivative contracts against present and future liabilities owed to us under other contracts between us
LIBERTY GLOBAL LTD.
1 unchanged sentence
December 31, 2024, 2023 and 2022
−Removed: amounts due under such derivative contracts against present and future liabilities owed to us under other contracts between us and the relevant counterparty.
+Added: 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.
3 unchanged sentences
Details of our Derivative Instruments
−Removed: Cross-currency Derivative Contracts
+Added: Cross-currency Swap 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.
4 unchanged sentences
in millions in years
−Removed: Sunrise Holding
−Removed: $ 250.0 € 220.6 1.8
−Removed: $ 4,275.0 CHF 3,912.7 (a) 4.7
−Removed: € 1,952.6 CHF 2,176.5 3.2
$ 3,345.0 € 2,969.5 (a) 2.5
5 unchanged sentences
Accordingly, the only cash flows associated with these derivative instruments are coupon-related payments and receipts.
−Removed: LIBERTY GLOBAL LTD.
−Removed: Notes to Consolidated Financial Statements — (Continued)
−Removed: December 31, 2023, 2022 and 2021
Interest Rate Swap Contracts
5 unchanged sentences
in millions in years in millions in years
−Removed: Sunrise Holding
$ 3,499.2 (a) 3.4 $ 279.4 0.1
______________
−Removed: Other (b) $ — — $ 26.2 1.7
−Removed: ______________
(a) Includes forward-starting derivative instruments.
−Removed: (b) Represents contracts associated with our investment in a leveraged structured note.
−Removed: For additional information, see note 7.
+Added: LIBERTY GLOBAL LTD.
+Added: Notes to Consolidated Financial Statements — (Continued)
+Added: December 31, 2024, 2023 and 2022
+Added: Interest Rate Swap Options
+Added: We have entered into various interest rate swap options ( swaptions ), which give either us or the bank the right, but not the obligation, to enter into certain interest rate swap contracts at set dates in the future, with each such contract having a life of no more than five years .
+Added: At the transaction date, where we have bought the swaption, the strike rate of the contract was above the corresponding market rate.
+Added: Where the bank has bought the swaption, the strike rate was below the corresponding market rate.
+Added: The following table sets forth certain information regarding our swaptions at December 31, 2024:
+Added: Notional amount Underlying swap currency Weighted average option expiration period (a) Weighted average strike rate (b)
+Added: in millions in years
+Added: Buy position $ 1,448.9 € 1.2 3.0 %
+Added: Sell position $ 1,448.9 € 1.2 1.4 %
+Added: _______________
+Added: (a) Represents the weighted average period until the date on which we have the option to enter into the interest rate swap contracts.
+Added: (b) Represents the weighted average interest rate that we would pay if either we or our counterparties exercised our respective options to enter into the interest rate swap contracts.
Our basis swaps involve the exchange of attributes used to calculate our floating interest rates, including (i) the benchmark rate, (ii) the underlying currency and/or (iii) the borrowing period.
4 unchanged sentences
in millions in years
−Removed: Sunrise Holding
$ 3,443.7 0.4
11 unchanged sentences
borrowing costs at December 31, 2024 (a)
−Removed: Sunrise Holding
VM Ireland ( 2.55 ) %
2 unchanged sentences
_______________
−Removed: (a) Represents the effect of derivative instruments in effect at December 31, 2023 and does not include forward-starting derivative instruments.
+Added: (a) Represents the effect of derivative instruments in effect at December 31, 2024 and does not include forward-starting derivative instruments or swaptions.
Foreign Currency Forwards and Options
−Removed: 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.
+Added: Certain of our subsidiaries enter into foreign currency forward and option contracts with respect to non-functional currency exposure.
As of December 31, 2024, the total U.S.
2 unchanged sentences
Vodafone Collar and Vodafone Collar Loan.
−Removed: As part of the Vodafone Collar Transaction, on February 11, 2023, we entered into the Vodafone Collar with respect to all 1,335 million of our Vodafone shares.
+Added: 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 ordinary shares.
The Vodafone Collar is comprised of (i) purchase put options that we can exercise and (ii) written call options exercisable by the counterparty.
13 unchanged sentences
Level 1 inputs are quoted market prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date.
−Removed: Level 2 inputs are inputs other than quoted market prices included
+Added: Level 2 inputs are inputs other than quoted market prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.
+Added: Level 3 inputs are unobservable inputs
LIBERTY GLOBAL LTD.
1 unchanged sentence
December 31, 2024, 2023 and 2022
−Removed: within Level 1 that are observable for the asset or liability, either directly or indirectly.
−Removed: Level 3 inputs are unobservable inputs for the asset or liability.
+Added: 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.
29 unchanged sentences
These nonrecurring valuations include the valuation of reporting units, customer relationships and other intangible assets, property and equipment and the implied value of goodwill.
−Removed: The valuation of reporting units is based on an income-based approach (discounted cash flows) based on assumptions in our long-range business plans or a market-based approach (current multiples of comparable public companies and guideline transactions) and, in some cases, a combination of
+Added: The valuation of reporting units is based on an income-based approach (discounted cash flows) using assumptions in our long-range business plans or a market-based approach (current multiples of comparable public companies and guideline transactions) and, in some cases, a combination of an income-based approach and a market-based approach.
+Added: With the exception of certain inputs for our weighted average cost of
LIBERTY GLOBAL LTD.
1 unchanged sentence
December 31, 2024, 2023 and 2022
−Removed: an income-based approach and a market-based approach.
−Removed: 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.
+Added: 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.
3 unchanged sentences
Most of our nonrecurring valuations use significant unobservable inputs and therefore fall under Level 3 of the fair value hierarchy.
+Added: During 2024, we performed a nonrecurring valuation associated with the Formula E Acquisition, using a weighted average cost of capital of 10.0 %.
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.
−Removed: 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:
18 unchanged sentences
Cross-currency and interest rate derivative contracts $ 183.1 $ — $ 183.1 $ —
−Removed: Equity-related derivative instruments 47.4 — — 47.4
Foreign currency forward and option contracts 3.3 — 3.3 —
12 unchanged sentences
Cross-currency and interest rate derivative contracts $ 554.9 $ — $ 554.9 $ —
+Added: Equity-related derivative instruments 310.7 — — 310.7
Foreign currency forward and option contracts 0.7 — 0.7 —
7 unchanged sentences
Cross-currency and interest rate derivative contracts $ 211.7 $ — $ 211.7 $ —
+Added: Equity-related derivative instruments 47.4 — — 47.4
Foreign currency forward and option contracts 6.8 — 6.8 —
Total liabilities $ 265.9 $ — $ 218.5 $ 47.4
+Added: LIBERTY GLOBAL LTD.
+Added: Notes to Consolidated Financial Statements — (Continued)
+Added: December 31, 2024, 2023 and 2022
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:
3 unchanged sentences
$ 1,545.0 $ 263.3 $ 1,808.3
−Removed: Gains (losses) included in earnings from continuing operations (a):
−Removed: Realized and unrealized gains on derivative instruments, net — 258.5 258.5
+Added: Losses included in earnings from continuing operations (a):
+Added: Realized and unrealized losses on derivative instruments, net — ( 38.6 ) ( 38.6 )
Realized and unrealized losses due to changes in fair values of certain investments, net ( 150.1 ) — ( 150.1 )
5 unchanged sentences
_______________
−Removed: (a) Amounts primarily relate to assets and liabilities that we continue to carry on our consolidated balance sheet as of December 31, 2023.
+Added: (a) With the exception of a $ 75.8 million loss related to the sale of our investment in Lacework and a $ 27.9 million loss related to the sale of our investment in Pax8, amounts primarily relate to assets and liabilities that we continue to carry on our consolidated balance sheet as of December 31, 2024.
(b) As of December 31, 2024, $ 358.0 million of our Level 3 investments were accounted for under the measurement alternative at cost less impairment, adjusted for observable price changes.
−Removed: LIBERTY GLOBAL LTD.
−Removed: Notes to Consolidated Financial Statements — (Continued)
−Removed: December 31, 2023, 2022 and 2021
(10) Long-lived Assets
10 unchanged sentences
Customer premises equipment 4 to 7 years
−Removed: 1,354.7 1,338.1
Total property and equipment, gross
5 unchanged sentences
Depreciation expense related to our property and equipment was $ 926.2 million, $ 1,165.0 million and $ 1,038.6 million during 2024, 2023 and 2022, respectively.
−Removed: 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.
−Removed: JV Entities through the closing of the U.K.
−Removed: 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.
+Added: During 2024, 2023 and 2022, we recorded non-cash increases to our property and equipment related to vendor financing arrangements of $ 76.8 million, $ 96.3 million and $ 72.2 million, respectively, which exclude related VAT of $ 10.0 million, $ 13.5 million and $ 8.0 million, respectively, that were also financed under these arrangements.
+Added: LIBERTY GLOBAL LTD.
+Added: Notes to Consolidated Financial Statements — (Continued)
+Added: December 31, 2024, 2023 and 2022
Changes in the carrying amount of our goodwill during 2024 are set forth below:
adjustments Foreign currency translation adjustments and other December 31,
−Removed: Sunrise $ 6,515.1 $ 11.7 $ 641.9 $ 7,168.7
−Removed: Telenet 2,480.2 555.1 ( 58.4 ) 2,976.9
+Added: Telenet (a) $ 2,976.9 $ ( 135.0 ) $ ( 185.5 ) $ 2,656.4
VM Ireland 268.1 — ( 17.3 ) 250.8
−Removed: Central and Other 61.3 — 2.0 63.3
+Added: Other (b) 63.3 198.7 ( 16.6 ) 245.4
Total $ 3,308.3 $ 63.7 $ ( 219.4 ) $ 3,152.6
+Added: _______________
+Added: (a) In connection with the final purchase price allocation for the Telenet Wyre Transaction, we recorded a net reduction to goodwill of € 126.8 million ($ 138.4 million at the applicable rate) in June 2024, with corresponding increases to certain network-related and other intangible assets.
+Added: As a result, the final goodwill balance associated with the Telenet Wyre Transaction is € 389.4 million ($ 425.2 million at the applicable rate).
+Added: (b) Includes amounts associated with our Liberty Growth strategic platform (as defined in note 19).
+Added: In connection with the Formula E Acquisition, we recorded a net increase of $ 198.7 million to goodwill.
If, among other factors the adverse impacts of economic, competitive, regulatory or other factors were to cause our results of operations or cash flows to be worse than anticipated, we could conclude in future periods that impairment charges are required in order to reduce the carrying values of our goodwill and, to a lesser extent, other long-lived assets.
Any such impairment charges could be significant.
−Removed: LIBERTY GLOBAL LTD.
−Removed: Notes to Consolidated Financial Statements — (Continued)
−Removed: December 31, 2023, 2022 and 2021
Changes in the carrying amount of our goodwill during 2023 are set forth below:
1 unchanged sentence
adjustments and other December 31,
−Removed: Sunrise $ 6,590.5 $ — $ ( 75.4 ) $ 6,515.1
Telenet $ 2,480.2 $ 555.1 $ ( 58.4 ) $ 2,976.9
VM Ireland 259.5 — 8.6 268.1
−Removed: Central and Other
−Removed: 65.2 — ( 3.9 ) 61.3
+Added: Other 61.3 — 2.0 63.3
Total $ 2,801.0 $ 555.1 $ ( 47.8 ) $ 3,308.3
+Added: LIBERTY GLOBAL LTD.
+Added: Notes to Consolidated Financial Statements — (Continued)
+Added: December 31, 2024, 2023 and 2022
Intangible Assets Subject to Amortization, Net
2 unchanged sentences
Gross carrying amount Accumulated amortization Net carrying amount Gross carrying amount Accumulated amortization Net carrying amount
+Added: Licenses (a) 11 to 35 years
+Added: $ 1,393.9 $ ( 332.7 ) $ 1,061.2 $ 869.7 $ ( 308.8 ) $ 560.9
Customer relationships
4 unchanged sentences
Total $ 1,914.8 $ ( 624.4 ) $ 1,290.4 $ 1,261.9 $ ( 588.3 ) $ 673.6
−Removed: During the third quarter of 2022, Telenet acquired certain mobile spectrum licenses.
−Removed: In connection with this transaction, we recorded a non-cash increase of $ 384.1 million to our intangible assets subject to amortization.
+Added: _______________
+Added: (a) Primarily includes amounts related to (i) certain mobile spectrum licenses and (ii) a licensing agreement with the FIA, as described in note 5.
Amortization expense related to intangible assets with finite useful lives was $ 75.8 million, $ 51.4 million and $ 55.0 million during 2024, 2023 and 2022, respectively.
2 unchanged sentences
Total $ 1,290.4
−Removed: LIBERTY GLOBAL LTD.
−Removed: Notes to Consolidated Financial Statements — (Continued)
−Removed: December 31, 2023, 2022 and 2021
dollar equivalents of the components of our debt are as follows:
2 unchanged sentences
Borrowing currency U.S.
−Removed: Sunrise Holding Bank Facility (c)
−Removed: 7.72 % € 725.0 $ 802.2 $ 3,626.4 $ 3,587.7
−Removed: Sunrise Holding SPE Notes
−Removed: 4.56 % — — 1,664.9 1,651.6
−Removed: Sunrise Holding Senior Notes 4.76 % — — 826.1 814.2
−Removed: Telenet Credit Facility (d)
+Added: Telenet Credit Facility (c)
5.96 % € 615.0 $ 636.5 $ 4,364.8 $ 4,507.9
1 unchanged sentence
4.78 % — — 1,558.8 1,597.6
−Removed: VM Ireland Credit Facility (e)
+Added: VM Ireland Credit Facility (d)
6.42 % € 88.9 92.0 931.4 995.8
−Removed: Vodafone Collar Loan (f) 2.95 % — — 1,391.9 —
−Removed: Vendor financing (g) 4.91 % — — 768.7 704.7
−Removed: Other (h) 6.22 % — — 478.3 585.8
−Removed: Total debt before deferred financing costs, discounts and premiums (i) 6.10 % $ 1,626.5 $ 15,857.6 $ 13,370.2
+Added: Vodafone Collar Loan (e) 2.95 % — — 1,301.9 1,391.9
+Added: Vendor financing (f) 5.36 % — — 355.9 399.1
+Added: Other (g) 5.03 % — — 632.2 478.3
+Added: Total debt before deferred financing costs, discounts and premiums (h) 5.29 % $ 728.5 $ 9,145.0 $ 9,370.6
+Added: LIBERTY GLOBAL LTD.
+Added: Notes to Consolidated Financial Statements — (Continued)
+Added: December 31, 2024, 2023 and 2022
The following table provides a reconciliation of total debt before deferred financing costs, discounts and premiums to total debt and finance lease obligations:
18 unchanged sentences
(b) Unused borrowing capacity represents the maximum availability under the applicable facility at December 31, 2024 without regard to covenant compliance calculations or other conditions precedent to borrowing.
−Removed: The following table
−Removed: LIBERTY GLOBAL LTD.
−Removed: Notes to Consolidated Financial Statements — (Continued)
−Removed: December 31, 2023, 2022 and 2021
−Removed: provides our borrowing availability and amounts available to loan or distribute in accordance with the terms of the respective subsidiary facilities, (i) at December 31, 2023 and (ii) upon completion of the relevant December 31, 2023 compliance reporting requirements.
+Added: The following table 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, 2024 and (ii) upon completion of the relevant December 31, 2024 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, 2024, or the full impact of additional amounts that may be available to borrow, loan or distribute under certain defined baskets within each respective facility.
4 unchanged sentences
Available to borrow:
−Removed: Sunrise Holding Bank Facility
−Removed: € 725.0 $ 802.2 € 725.0 $ 802.2
Telenet Credit Facility
3 unchanged sentences
Available to loan or distribute:
−Removed: Sunrise Holding Bank Facility
−Removed: € 725.0 $ 802.2 € 725.0 $ 802.2
Telenet Credit Facility
2 unchanged sentences
€ 88.9 $ 92.0 € 88.9 $ 92.0
−Removed: (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).
−Removed: 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.
−Removed: With the exception of € 23.0 million of borrowings under the ancillary facility, the Sunrise Holding Revolving Facility was undrawn at December 31, 2023.
−Removed: 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.
−Removed: dollar-denominated loans.
−Removed: 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.
−Removed: 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.
−Removed: All other terms from the previously existing Sunrise Holding Revolving Facility continue to apply to the new revolving facilities.
−Removed: (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.
−Removed: During 2023, the Telenet Credit Facility was amended to replace LIBOR with Term SOFR as the reference rate for U.S.
−Removed: dollar-denominated loans.
−Removed: 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.
−Removed: 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.
−Removed: All other terms from the previously existing Telenet Revolving Facility I continue to apply to the new revolving facilities.
−Removed: (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.
+Added: (c) Unused borrowing capacity under the Telenet Credit Facility comprises (i) € 570.0 million ($ 589.9 million) under Telenet Revolving Facility B, (ii) € 25.0 million ($ 25.9 million) under the Telenet Overdraft Facility and (iii) € 20.0 million
LIBERTY GLOBAL LTD.
1 unchanged sentence
December 31, 2024, 2023 and 2022
−Removed: (f) For information regarding the Vodafone Collar Loan, see notes 7 and 8.
−Removed: (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.
+Added: ($ 20.7 million) under the Telenet Revolving Facility, each of which were undrawn at December 31, 2024.
+Added: In February 2024, the € 30.0 million ($ 31.0 million) of commitments under Telenet Revolving Facility A were cancelled in full.
+Added: (d) Unused borrowing capacity under the VM Ireland Credit Facility relates to € 88.9 million ($ 92.0 million) under the VM Ireland Revolving Facility, which was undrawn at December 31, 2024.
+Added: In November 2024, € 11.1 million ($ 11.5 million) of commitments under the VM Ireland Revolving Facility were cancelled.
+Added: The VM Ireland Revolving Facility now provides for maximum borrowing capacity of € 88.9 million.
+Added: (e) For information regarding the Vodafone Collar Loan, see notes 7 and 8.
+Added: (f) Represents amounts owed to various creditors pursuant to interest-bearing vendor financing arrangements that are used to finance certain of our property and equipment additions and operating expenses.
These arrangements extend our repayment terms beyond a vendor’s original due dates (e.g., extension beyond a vendor’s customary payment terms, which are generally 90 days or less) and as such are classified outside of accounts payable as debt on our consolidated balance sheets.
3 unchanged sentences
Repayments of vendor financing obligations at the time we pay the financing intermediary are included in repayments and repurchases of debt and finance lease obligations in our consolidated statements of cash flows.
−Removed: (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.
+Added: (g) Amounts include (i) $ 195.8 million at December 31, 2024 of debt collateralized by certain trade receivables of Telenet, as further described under Financing Transactions below, and (ii) $ 390.5 million and $ 430.8 million at December 31, 2024 and 2023, 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.
−Removed: For additional information regarding Telenet’s acquisition of mobile spectrum licenses, see note 10.
−Removed: (i) As of December 31, 2023 and 2022, our debt had an estimated fair value of $ 15.5 billion and $ 12.6 billion, respectively.
+Added: (h) As of December 31, 2024 and 2023, our debt had an estimated fair value of $ 9.0 billion and $ 9.2 billion, respectively.
The estimated fair values of our debt instruments are generally determined using the average of applicable bid and ask prices (mostly Level 1 of the fair value hierarchy).
1 unchanged sentence
General Information
−Removed: At December 31, 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.
+Added: At December 31, 2024, most of our outstanding debt had been incurred by one of our two subsidiary “borrowing groups.” References to these borrowing groups, which comprise Telenet and VM Ireland, include their respective restricted parent and subsidiary entities.
Credit Facilities.
4 unchanged sentences
• 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;
−Removed: • Our credit facilities require that certain members of the relevant borrowing group guarantee the payment of all sums payable under the relevant credit facility and such group members are required to grant first-ranking security over their shares and, in certain borrowing groups, over substantially all of their assets to secure the payment of all sums payable thereunder;
−Removed: • In addition to certain mandatory prepayment events, our credit facilities provide that the instructing group of lenders under the relevant credit facility, under certain circumstances, may cancel the group’s commitments thereunder and
LIBERTY GLOBAL LTD.
1 unchanged sentence
December 31, 2024, 2023 and 2022
−Removed: declare the loan(s) thereunder due and payable after the applicable notice period following the occurrence of a change of control (as specified in the relevant credit facility);
+Added: • 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;
+Added: • In addition to certain mandatory prepayment events, our credit facilities provide that the instructing group of lenders under the relevant credit facility, under certain circumstances, may cancel the group’s commitments thereunder and 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;
2 unchanged sentences
Senior and Senior Secured Notes.
−Removed: Certain of our borrowing groups have issued senior and/or senior secured notes.
+Added: From time to time, certain of our borrowing groups may issue 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.
6 unchanged sentences
• Our notes are non-callable prior to their respective call date (as specified under the applicable indenture).
−Removed: 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).
−Removed: 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.
+Added: At any time prior to the applicable call date, we may redeem some or all of the applicable notes by paying a “make-whole”
LIBERTY GLOBAL LTD.
1 unchanged sentence
December 31, 2024, 2023 and 2022
+Added: 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).
+Added: 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.
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 ).
4 unchanged sentences
As a result, the amounts outstanding under the Funded Facilities of the SPEs owned by the relevant borrowing group and the Third-Party SPEs are eliminated in the consolidated financial statements of the respective borrowing group and Liberty Global.
−Removed: At December 31, 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.
7 unchanged sentences
Financing Transactions
−Removed: Below we provide summary descriptions of certain financing transactions completed during 2023, 2022 and 2021.
−Removed: A portion of our financing transactions may include non-cash borrowings and repayments.
−Removed: During 2023, 2022 and 2021, non-cash borrowings and repayments aggregated nil , nil and $ 2.9 billion, respectively.
−Removed: Telenet - 2023 Financing Transactions
−Removed: In November 2023, Telenet entered into a € 890.0 million ($ 984.7 million) sustainability-linked term loan facility ( Telenet Facility AT1 ).
−Removed: 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 %.
−Removed: 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.
−Removed: The proceeds from Telenet Facility AT1 were used to fund a dividend distribution to Liberty Global Belgium Holding B.V.
−Removed: ( LGBH ), an indirect wholly-owned subsidiary of Liberty Global.
+Added: Below we provide summary descriptions of certain financing transactions completed during 2024.
+Added: In December 2024, Phoenix Receivables S.à r.l., a Third-Party SPE, purchased certain receivables from Telenet, funded by the issuance of certain notes.
+Added: These notes are collateralized by certain trade receivables of Telenet, creating a variable interest in which Telenet is the primary beneficiary and, accordingly, Telenet, and ultimately Liberty Global, are required to consolidate the assets and liabilities of Phoenix Receivables S.à r.l related to the securitization transaction.
+Added: The offering of these notes resulted in net proceeds of € 189.2 million ($ 195.8 million).
LIBERTY GLOBAL LTD.
1 unchanged sentence
December 31, 2024, 2023 and 2022
−Removed: Other 2023 Financing Transactions
−Removed: 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 ).
−Removed: 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 %.
−Removed: 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).
−Removed: 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.
−Removed: The remaining € 110.0 million ($ 121.7 million) of undrawn commitments under LGBH Facility B were subsequently cancelled.
−Removed: In November 2023, LGBH prepaid in full the € 890.0 million outstanding principal amount under LGBH Facility B.
−Removed: 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.
−Removed: Sunrise Holding - 2022 and 2021 Financing Transactions
−Removed: During 2022 and 2021, Sunrise Holding completed a number of financing transactions that generally resulted in lower interest rates and extended maturities.
−Removed: 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.
−Removed: 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.
−Removed: 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
1 unchanged sentence
dollar equivalents based on December 31, 2024 exchange rates.
−Removed: Holding (a) Telenet VM
−Removed: Ireland Other (b) Total
+Added: Ireland Other (a) Total
Year ending December 31:
5 unchanged sentences
Thereafter 288.4 — — 288.4
−Removed: Total debt maturities (c) 6,492.0 6,961.1 995.8 1,408.7 15,857.6
+Added: Total debt maturities 6,910.6 931.4 1,303.0 9,145.0
Deferred financing costs, discounts and premiums, net ( 22.8 ) ( 4.1 ) ( 51.2 ) ( 78.1 )
4 unchanged sentences
_______________
−Removed: (a) Amounts include SPE Notes issued by the Sunrise Holding SPE which, as described above, is consolidated by Sunrise Holding and Liberty Global.
−Removed: LIBERTY GLOBAL LTD.
−Removed: Notes to Consolidated Financial Statements — (Continued)
−Removed: December 31, 2023, 2022 and 2021
−Removed: (b) Includes $ 1,391.9 million related to the Vodafone Collar Loan, which has settlement dates in 2025 and 2026 consistent with the Vodafone Collar.
+Added: (a) Includes $ 1,301.9 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.
−Removed: (c) Amounts include vendor financing obligations of $ 768.7 million, as set forth below:
−Removed: Holding Telenet Other Total
−Removed: Year ending December 31:
−Removed: 2024 $ 374.6 $ 377.3 $ 15.6 $ 767.5
−Removed: 2025 — — 1.2 1.2
−Removed: Total vendor financing maturities $ 374.6 $ 377.3 $ 16.8 $ 768.7
−Removed: Current portion
−Removed: $ 374.6 $ 377.3 $ 15.6 $ 767.5
−Removed: Long-term portion $ — $ — $ 1.2 $ 1.2
+Added: (b) Amounts include vendor financing obligations of $ 355.9 million, including $ 354.8 million at Telenet and $ 1.1 million at certain of our unrestricted subsidiaries.
Vendor Financing Obligations
14 unchanged sentences
A summary of our ROU assets and lease liabilities is set forth below:
−Removed: Finance leases (a) $ 57.9 $ 377.6
−Removed: Operating leases (b) 1,761.8 1,724.4
+Added: Operating leases (a) $ 710.5 $ 712.6
+Added: Finance leases (b) 38.2 29.6
Total ROU assets
1 unchanged sentence
Lease liabilities:
−Removed: Finance leases (c) $ 58.0 $ 436.1
−Removed: Operating leases (d) 1,803.9 1,791.1
+Added: Operating leases (c) $ 753.1 $ 749.8
+Added: Finance leases (d) 34.1 26.0
Total lease liabilities $ 787.2 $ 775.8
_______________
−Removed: (a) Our finance lease ROU assets are included in property and equipment, net, on our consolidated balance sheets.
−Removed: 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 %.
−Removed: During 2023, 2022 and 2021, we recorded non-cash additions to our finance lease ROU assets (including amounts related to the U.K.
−Removed: JV Entities through the June 1, 2021 closing of the U.K.
−Removed: JV Transaction) of $ 20.9 million, $ 34.2 million and $ 42.6 million, respectively.
−Removed: The decrease in our finance lease ROU assets is primarily related to the Telenet Wyre Transaction.
−Removed: For additional information, see note 5.
−Removed: (b) Our operating lease ROU assets are included in other assets, net, on our consolidated balance sheets.
+Added: (a) Our operating lease ROU assets are included in other assets, net, on our consolidated balance sheets.
At December 31, 2024, the weighted average remaining lease term for operating leases was 11.4 years and the weighted average discount rate was 5.4 %.
−Removed: During 2023, 2022 and 2021, we recorded non-cash additions to our operating lease ROU assets (including amounts related to the U.K.
−Removed: JV Entities through the June 1, 2021 closing of the U.K.
−Removed: JV Transaction) of $ 68.3 million, $ 678.6 million and $ 169.8 million, respectively.
+Added: During 2024, 2023 and 2022, we recorded non-cash additions to our operating lease ROU assets of $ 101.3 million, $ 50.4 million and $ 655.1 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.
−Removed: (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.
−Removed: The decrease in our finance lease liabilities is primarily related to the Telenet Wyre Transaction.
−Removed: For additional information, see note 5.
−Removed: (d) The current portions of our operating lease liabilities are included within other accrued and current liabilities on our consolidated balance sheets.
−Removed: For additional information regarding the increase in our operating lease liabilities during 2022 related to the Telenet Tower Lease Agreement, see note 6.
+Added: (b) Our finance lease ROU assets are included in property and equipment, net, on our consolidated balance sheets.
+Added: At December 31, 2024, the weighted average remaining lease term for finance leases was 7.8 years and the weighted average discount rate was 8.9 %.
+Added: During 2024, 2023 and 2022, we recorded non-cash additions to our finance lease ROU assets of $ 7.4 million, $ 20.9 million and $ 33.8 million, respectively.
+Added: (c) The current portions of our operating lease liabilities are included within other accrued and current liabilities on our consolidated balance sheets.
+Added: (d) 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.
LIBERTY GLOBAL LTD.
6 unchanged sentences
Depreciation and amortization $ 4.2 $ 30.2 $ 59.4
−Removed: Interest expense 2.2 26.5 30.8
+Added: Interest expense (a) 1.4 0.5 25.2
Total finance lease expense
5.6 30.7 84.6
−Removed: Operating lease expense (a) 241.2 236.7 249.7
−Removed: Short-term lease expense (a) 4.2 4.0 5.0
−Removed: Variable lease expense (b) 1.4 1.9 1.6
+Added: Operating lease expense (b) 108.6 87.2 66.7
+Added: Short-term lease expense (b) 0.4 0.6 0.4
+Added: Variable lease expense (c) 1.4 1.4 1.9
Total lease expense
1 unchanged sentence
_______________
−Removed: (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.
−Removed: (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.
+Added: (a) The amount for the 2023 period includes the reversal of previously recognized interest expense as a result of certain settlements of lease liabilities.
+Added: (b) 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.
+Added: (c) 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.
40 unchanged sentences
$ 1,936.6 $ ( 2,899.5 ) $ ( 516.2 )
−Removed: The Netherlands ( 805.4 ) 742.3 644.5
+Added: Netherlands ( 190.9 ) ( 833.7 ) 208.4
+Added: Bermuda 156.8 ( 0.9 ) —
Belgium 131.3 653.9 1,000.4
−Removed: Switzerland ( 446.7 ) ( 470.5 ) ( 308.3 )
Luxembourg ( 54.0 ) ( 195.6 ) 505.4
−Removed: Ireland ( 16.6 ) 178.3 39.5
( 16.6 ) ( 4.7 ) 5.9
+Added: Ireland ( 0.4 ) ( 16.6 ) 178.3
Intercompany activity with discontinued operations ( 117.6 ) ( 139.6 ) ( 197.5 )
4 unchanged sentences
December 31, 2024, 2023 and 2022
−Removed: Our income tax expense consists of:
+Added: Our income tax benefit (expense) consists of:
Current Deferred Total
Year ended December 31, 2024:
−Removed: Belgium $ ( 100.9 ) $ ( 64.9 ) $ ( 165.8 )
$ 72.3 $ 5.8 $ 78.1
−Removed: Switzerland ( 0.3 ) 78.9 78.6
−Removed: Luxembourg — 44.3 44.3
−Removed: The Netherlands ( 16.9 ) 0.2 ( 16.7 )
+Added: Belgium ( 92.8 ) 25.5 ( 67.3 )
+Added: Netherlands ( 2.0 ) 7.1 5.1
Ireland 1.4 3.6 5.0
−Removed: ( 0.1 ) 0.5 0.4
+Added: Luxembourg ( 0.8 ) 2.9 2.1
Other ( 0.4 ) 0.2 ( 0.2 )
−Removed: Total income tax expense $ ( 182.7 ) $ 33.1 $ ( 149.6 )
+Added: Total income tax benefit
+Added: $ ( 22.3 ) $ 53.1 $ 30.8
Year ended December 31, 2023:
+Added: Belgium $ ( 100.9 ) $ ( 64.9 ) $ ( 165.8 )
( 68.0 ) ( 28.4 ) ( 96.4 )
Luxembourg — 44.3 44.3
−Removed: Switzerland 0.6 87.2 87.8
−Removed: Belgium ( 87.7 ) 17.1 ( 70.6 )
Ireland 3.6 2.5 6.1
−Removed: The Netherlands ( 1.7 ) ( 0.8 ) ( 2.5 )
+Added: Netherlands ( 1.9 ) 0.2 ( 1.7 )
( 0.1 ) 0.5 0.4
−Removed: Other ( 0.1 ) ( 2.0 ) ( 2.1 )
Total income tax expense
−Removed: Year ended December 31, 2021:
$ ( 167.3 ) $ ( 45.8 ) $ ( 213.1 )
−Removed: Belgium ( 96.3 ) 16.2 ( 80.1 )
+Added: Year ended December 31, 2022:
$ ( 51.8 ) $ ( 133.0 ) $ ( 184.8 )
−Removed: Switzerland ( 7.2 ) 63.5 56.3
Luxembourg ( 0.3 ) ( 152.3 ) ( 152.6 )
−Removed: The Netherlands ( 2.6 ) ( 1.3 ) ( 3.9 )
+Added: Belgium ( 87.7 ) 17.1 ( 70.6 )
Ireland ( 5.3 ) 10.5 5.2
+Added: Netherlands ( 1.7 ) ( 0.8 ) ( 2.5 )
+Added: ( 0.1 ) 0.8 0.7
Other ( 0.1 ) ( 2.0 ) ( 2.1 )
1 unchanged sentence
$ ( 147.0 ) $ ( 259.7 ) $ ( 406.7 )
+Added: _______________
(a) Includes federal and state income taxes.
3 unchanged sentences
December 31, 2024, 2023 and 2022
−Removed: 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:
+Added: Income tax benefit (expense) attributable to our earnings (loss) from continuing operations before income taxes differs from the amounts computed using the applicable income tax rates as a result of the following factors:
Year ended December 31,
1 unchanged sentence
Computed “expected” tax benefit (expense) (a)
−Removed: Basis and other differences in the treatment of items associated with investments in subsidiaries and affiliates (b) ( 406.9 ) ( 68.4 ) 84.0
−Removed: Change in valuation allowances ( 275.1 ) ( 39.0 ) ( 62.2 )
+Added: $ ( 459.6 ) $ 809.8 $ ( 223.9 )
Non-deductible or non-taxable foreign exchange results 443.6 ( 199.9 ) 263.2
Non-deductible or non-taxable interest and other expenses ( 124.9 ) ( 170.1 ) ( 125.4 )
−Removed: International rate differences (c) ( 13.3 ) ( 147.1 ) ( 92.4 )
−Removed: Tax benefit associated with technologies innovation (d) 6.5 22.1 25.8
−Removed: Non-taxable gain on the U.K.
−Removed: JV Transaction
Recognition of previously unrecognized tax benefits 112.0 — —
+Added: International rate differences (b) 40.3 13.7 ( 104.6 )
+Added: Tax benefit associated with technologies innovation (c) 15.2 6.5 22.1
+Added: Basis and other differences in the treatment of items associated with investments in subsidiaries and affiliates (d) 14.3 ( 405.7 ) ( 67.8 )
+Added: Change in valuation allowances ( 4.2 ) ( 266.8 ) ( 172.7 )
Other, net ( 5.9 ) ( 0.6 ) 2.4
−Removed: Total income tax expense $ ( 149.6 ) $ ( 318.9 ) $ ( 473.3 )
+Added: Total income tax benefit (expense)
$ 30.8 $ ( 213.1 ) $ ( 406.7 )
+Added: _______________
(a) The statutory or “expected” tax rates are the U.K.
−Removed: rates of 23.5% for 2023 and 19.0% for 2022 and 2021.
−Removed: 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.
−Removed: Although we are domiciled in Bermuda, we have used the U.K.
−Removed: statutory rate as management believes it is more meaningful.
−Removed: (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.
−Removed: (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.
−Removed: (d) Amounts reflect the recognition of the innovation income tax deduction in Belgium.
+Added: rates of 25.0% for 2024, 23.5% for 2023 and 19.0% for 2022.
+Added: The statutory rate for 2023 represents the 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 in effect from April 1, 2023.
+Added: Although we are domiciled in Bermuda, we use the U.K.
+Added: statutory rate to compute our “expected” tax benefit (expense) as management believes it is more meaningful given that Bermuda did not impose an income tax in the periods presented.
+Added: (b) Amounts reflect adjustments (either a benefit or expense) to the “expected” tax benefit (expense) for statutory rates in jurisdictions in which we operate outside of the U.K.
+Added: (c) Amounts reflect the recognition of the innovation income tax deduction in Belgium.
+Added: (d) Amounts reflect the net impact of differences in the treatment of income and loss items between financial and tax accounting related to investments in subsidiaries and affiliates, including the effects of foreign earnings.
+Added: In addition, the 2024 amount includes the non-taxable gains associated with (i) the sale of All3Media and (ii) the Formula E Acquisition and the 2023 amount includes the non-taxable gain associated with the Telenet Wyre Transaction.
The components of our net deferred tax liabilities are as follows:
3 unchanged sentences
$ ( 311.9 ) $ ( 215.8 )
+Added: _______________
(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.
2 unchanged sentences
December 31, 2024, 2023 and 2022
−Removed: The tax effects of temporary differences that give rise to significant portions of our deferred tax assets and deferred tax liabilities are presented below:
+Added: The tax effects of temporary differences that give rise to significant portions of our deferred tax assets and liabilities are presented below:
Deferred tax assets:
1 unchanged sentence
Investments 336.0 366.4
−Removed: Lease liabilities 186.5 184.0
Debt and interest 251.5 174.8
+Added: Lease liabilities 175.6 186.5
Property and equipment, net 125.2 169.9
−Removed: Derivative instruments 126.7 4.3
Share-based compensation 74.9 81.4
4 unchanged sentences
Deferred tax liabilities:
−Removed: Intangible assets ( 272.9 ) ( 336.7 )
Property and equipment, net ( 213.6 ) ( 224.1 )
−Removed: Debt and interest ( 266.4 ) ( 91.1 )
+Added: Intangible assets ( 211.2 ) ( 40.6 )
ROU assets ( 163.2 ) ( 177.2 )
3 unchanged sentences
Net deferred tax liabilities
−Removed: Our deferred income tax valuation allowance increased $ 313.1 million in 2023.
−Removed: 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.
+Added: $ ( 311.9 ) $ ( 215.8 )
+Added: Our deferred income tax valuation allowance decreased $ 7.7 million in 2024.
+Added: This decrease reflects the net effect of (i) foreign currency translation adjustments, (ii) a decrease in deferred tax assets, (iii) business acquisitions, (iv) net tax expense of $ 4.2 million and (v) other individually insignificant items.
The significant components of our tax loss carryforwards and related tax assets at December 31, 2024 are as follows:
2 unchanged sentences
Country in millions
−Removed: The Netherlands $ 2,599.3 $ 670.6 Indefinite
+Added: Netherlands $ 2,399.7 $ 619.1 Indefinite
Belgium 1,111.8 278.0 Indefinite
2 unchanged sentences
Ireland 383.4 47.9 Indefinite
−Removed: Switzerland 295.5 51.1 7 years
Other 14.6 3.9 Various
Total $ 5,655.2 $ 1,398.1
+Added: 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.
+Added: Further, tax jurisdictions restrict the type of
LIBERTY GLOBAL LTD.
1 unchanged sentence
December 31, 2024, 2023 and 2022
−Removed: 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.
−Removed: Further, tax jurisdictions restrict the type of taxable income that the above losses are able to offset.
+Added: 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.
4 unchanged sentences
subsidiaries.
−Removed: Through our subsidiaries, we maintain a presence in many countries.
−Removed: Many of these countries maintain highly complex tax regimes that differ significantly from the system of income taxation used in the U.K.
−Removed: 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.
1 unchanged sentence
corporate income tax rate, it includes, among other provisions, a new corporate alternative minimum tax ( CAMT ) on “adjusted financial statement income” that is effective for tax years beginning after December 31, 2022.
−Removed: CAMT did not have an impact on our consolidated financial statements for the year ended December 31, 2023;
−Removed: we will continue to monitor additional guidance as it is issued to assess the impact to our tax position.
+Added: CAMT had an immaterial impact on our consolidated financial statements for the year ended December 31, 2024.
We will disregard our CAMT status when evaluating our deferred tax assets under the regular U.S.
2 unchanged sentences
Numerous countries in which we operate, including the U.K.
−Removed: and certain E.U.
−Removed: 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.
−Removed: 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.
−Removed: We and our subsidiaries file consolidated and standalone income tax returns in various jurisdictions.
+Added: and certain European Union ( E.U.
+Added: ) member states, enacted legislation to implement many aspects of the Pillar Two rules beginning on January 1, 2024.
+Added: The Pillar Two rules did not have an impact on our consolidated financial statements for the year ended December 31, 2024, and we do not currently anticipate that they will have a material impact on our consolidated financial statements in the future.
+Added: We and our subsidiaries maintain a presence in many countries and file consolidated and standalone income tax returns in various jurisdictions.
+Added: Many of these jurisdictions maintain highly complex tax regimes that differ significantly from the system of income taxation used in the U.K.
+Added: 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.
In the normal course of business, our income tax filings are subject to review by various taxing authorities.
3 unchanged sentences
In general, tax returns filed by our company or our subsidiaries for years prior to 2018 are no longer subject to examination by tax authorities.
−Removed: Certain of our subsidiaries are currently involved in income tax examinations in various jurisdictions in which we operate, including Switzerland, Ireland and Luxembourg.
+Added: Certain of our subsidiaries are currently involved in income tax examinations in various jurisdictions in which we operate, including Luxembourg and the U.S.
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.
5 unchanged sentences
Balance at January 1 $ 444.4 $ 435.2 $ 447.1
+Added: Lapse of statute of limitations ( 173.5 ) — ( 0.1 )
+Added: Additions based on tax positions related to the current year 26.1 2.2 1.7
Additions for tax positions of prior years 19.2 8.5 —
−Removed: Effects of business acquisitions 6.9 — —
Reductions for tax positions of prior years ( 6.4 ) ( 5.9 ) ( 11.2 )
Settlements with tax authorities ( 3.9 ) ( 4.0 ) —
−Removed: Additions based on tax positions related to the current year 2.2 1.7 14.3
Foreign currency translation ( 3.9 ) 1.5 ( 2.3 )
−Removed: Lapse of statute of limitations — ( 0.1 ) ( 3.9 )
+Added: Effects of business acquisitions — 6.9 —
Balance at December 31 $ 302.0 $ 444.4 $ 435.2
7 unchanged sentences
On October 7, 2022, the U.S.
−Removed: Department of Justice filed suit against Liberty Global, Inc.
+Added: Department of Justice filed a suit against Liberty Global, Inc.
( LGI ), a wholly-owned U.S.
17 unchanged sentences
Capitalization
−Removed: At December 31, 2023, our authorized share capital consisted of an aggregate nominal amount of $ 20.0 million, consisting of any of the following:
+Added: At December 31, 2024, our authorized share capital consisted of an aggregate nominal amount of $ 20.0 million, comprised 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.
20 unchanged sentences
Our share repurchase programs may be suspended or discontinued at any time.
−Removed: 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.
−Removed: 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.
−Removed: At December 31, 2023, $ 101.7 million of this target remained and was fully achieved on January 26, 2024.
+Added: Our board of directors has approved a new share repurchase program pursuant to which we are authorized to repurchase up to 10% of our outstanding shares as of December 31, 2024.
+Added: As such, we are authorized to repurchase approximately 34.9 million of our Class A and/or Class C common shares during 2025.
+Added: Based on the respective closing share prices on December 31, 2024, this would equate to total share repurchases during 2025 of approximately $ 450.0 million.
+Added: However, the actual U.S.
+Added: dollar amount of our share repurchases during 2025 will be determined by the actual transaction date share prices and could differ significantly from this amount.
LIBERTY GLOBAL LTD.
13 unchanged sentences
Telenet Takeover Bid
−Removed: 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 ).
−Removed: 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.
−Removed: 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 %.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: The Telenet Takeover Bid was funded through (i) available borrowings under LGBH Facility B and (ii) existing liquidity of Liberty Global.
+Added: On June 8, 2023, following approval by the Belgian Financial Services and Markets Authority, Liberty Global Belgium Holding B.V.
+Added: ( LGBH ), an indirect wholly-owned subsidiary of Liberty Global, launched a voluntary and conditional public takeover bid for all of the shares of Telenet that we did not already own or that were not held by Telenet (the Telenet Takeover Bid ).
+Added: Following the conclusion of a simplified squeeze-out procedure, Telenet shares were delisted from Euronext Brussels at the close of trade on October 13, 2023.
+Added: The shares of Telenet that were acquired as a result of the simplified squeeze-out procedure were settled on October 19, 2023 and, from that date, Telenet is owned 100 % by LGBH.
+Added: The Telenet Takeover Bid was funded through (i) available borrowings and (ii) the 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).
2 unchanged sentences
Our share of these distributions is eliminated in consolidation and the noncontrolling interest owners’ share of these distributions is reflected as a charge against noncontrolling interests in our consolidated statements of equity.
−Removed: In this regard, Telenet, 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.
−Removed: 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.
+Added: In this regard, Telenet, prior to the Telenet Takeover Bid, paid aggregate dividends to its shareholders during 2023 and 2022 of € 108.6 million and € 149.0 million, respectively.
+Added: Our share of these dividends was € 66.3 million ($ 73.2 million at the applicable rate) and € 91.2 million ($ 96.2 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.
−Removed: At December 31, 2023, a significant portion of our net assets represented net assets of our subsidiaries that were subject to such limitations.
+Added: At December 31, 2024, the net assets of our subsidiaries subject to such limitations was not material.
LIBERTY GLOBAL LTD.
6 unchanged sentences
2024 2023 2022
−Removed: Liberty Global:
−Removed: Non-performance based incentive awards (a) $ 157.4 $ 133.5 $ 168.6
−Removed: Performance-based incentive awards (b) 6.9 7.1 59.6
−Removed: Other (c) 33.5 30.8 33.6
−Removed: Total Liberty Global (d)
+Added: Liberty Global (a):
+Added: Non-performance based incentive awards (b) $ 113.9 $ 137.7 $ 116.3
+Added: Performance based incentive awards (c) 18.6 6.9 6.6
+Added: Other (d) 29.7 26.9 19.6
+Added: Total Liberty Global
162.2 171.5 142.5
7 unchanged sentences
_______________
−Removed: (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).
−Removed: Accordingly, the Black-Scholes fair values of the respective outstanding awards increased, resulting in the recognition of an aggregate incremental share-based compensation expense of $ 27.1 million and $ 22.7 million during 2023 and 2021, respectively.
−Removed: (b) Includes share-based compensation expense related to (i) 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.
−Removed: (c) Represents annual incentive compensation and defined contribution plan liabilities that have been or are expected to be settled with Liberty Global common shares.
−Removed: In the case of the annual incentive compensation, shares have been or will be issued to senior management and key employees pursuant to a shareholding incentive program.
−Removed: The shareholding incentive program allows these employees to elect to receive up to 100 % of their annual incentive compensation in common shares of Liberty Global in lieu of cash.
−Removed: In addition, amounts include compensation expense related to the Ventures Incentive Plans as defined and described below.
−Removed: (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.
−Removed: In connection with the Telenet Takeover Bid, the Telenet Replacement Awards were remeasured as of October 13, 2023 in a 1:2 ratio between Liberty Global Class A and Liberty Global Class C shares.
+Added: (a) In accordance with the terms of the Telenet Takeover Bid, we issued Liberty Global share-based incentive awards ( Telenet Replacement Awards ) to employees and former directors of Telenet in exchange for corresponding Telenet awards.
+Added: In connection with the Telenet Takeover Bid, the Telenet Replacement Awards were remeasured as of October 13, 2023 in a 1:2 ratio between Liberty Global Class A and Liberty Global Class C common 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.
−Removed: The remaining expense of $ 41.5 million will be amortized over the remaining service periods of the unvested Telenet Replacement Awards, subject to forfeitures and the satisfaction of performance conditions as further described below.
+Added: The remaining expense of $ 41.5 million is 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.
+Added: (b) In April 2023, the compensation committee of our board of directors approved the extension of the expiration dates of outstanding SARs and director options granted in 2016 through 2018 from a seven-year term to a ten-year term (prior to 2019, awards granted under the 2014 Incentive Plans, as defined and described below, expired seven years after the grant date).
+Added: 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 $ 25.9 million during 2023.
+Added: (c) Includes share-based compensation expense related to (i) for 2024, the 2024 PSUs, as defined and described below, (ii) for 2024 and 2023, certain Telenet Replacement Awards, as defined and described below and (iii) for 2022, our 2019 Challenge Performance Awards.
+Added: (d) Represents annual incentive compensation and defined contribution plan liabilities that have been or are expected to be settled with Liberty Global common shares.
+Added: 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.
+Added: The shareholding incentive program allows these employees to elect to receive up to 100 % of their annual incentive compensation in common shares of Liberty Global in lieu of cash.
+Added: In addition, amounts include compensation expense related to the Ventures Incentive Plans as defined and described below.
LIBERTY GLOBAL LTD.
21 unchanged sentences
$ 5.06 $ 5.85 $ 7.50
+Added: RSUs - prior to the Sunrise Distribution
$ 17.39 $ 18.59 $ 25.51
+Added: RSUs - subsequent to the Sunrise Distribution
$ 12.95 (a) (a)
+Added: $ 17.20 $ 16.60 (b)
Total intrinsic value of awards exercised (in millions):
−Removed: Options (b) $ 0.5 $ 1.4
+Added: Options (c) (c) $ 0.5
$ 23.0 $ 4.6 $ 7.0
−Removed: (b) $ 0.2 $ 0.1
+Added: (c) (c) $ 0.2
Cash received from exercise of options (in millions) $ — $ 1.2 $ 13.0
−Removed: Income tax benefit related to share-based compensation of our continuing operations (in millions)
−Removed: $ 17.4 $ 1.3 $ 14.9
+Added: Income tax benefit (expense) related to share-based compensation of our continuing operations (in millions) $ ( 1.0 ) $ 9.1 $ ( 8.1 )
_______________
−Removed: (a) There were no grants of PSUs made during the indicated period.
−Removed: (b) There were no exercises of this award type during the year ended December 31, 2023.
+Added: (a) Not applicable.
+Added: (b) There were no grants of PSUs made during the indicated period.
+Added: (c) There were no exercises of this award type during the indicated period.
Share Incentive Plans — Liberty Global Common Shares
1 unchanged sentence
As of December 31, 2024, we are authorized to grant incentive awards under the “ Liberty Global 2023 Incentive Plan ”, which was approved by our shareholders on June 14, 2023.
−Removed: 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 ”).
−Removed: The maximum number of Liberty Global shares with respect to which awards may be issued under the Liberty Global 2023 Incentive Plan is 43,284,342 which represents the number of common shares available for grant under the previous “ Liberty Global 2014 Incentive Plan ” and the “ Liberty Global 2014 Nonemployee Director Incentive Plan ” (collectively, the 2014 Incentive Plans ) immediately prior to the 2023 Annual General Meeting of Shareholders of Liberty Global plc, plus any common shares subject to outstanding awards under the 2014 Incentive Plans that become available for issuance under the Liberty Global 2023
+Added: Generally, we may grant options, SARs, RSUs, performance awards or cash awards or any combination of the foregoing under this incentive plan (collectively, “ awards ”).
+Added: The maximum number of Liberty Global shares with respect to which awards may be issued under the Liberty Global 2023 Incentive Plan is 43,284,342 which represents the number of common shares available for grant under the previous “ Liberty Global 2014 Incentive Plan ” and the “ Liberty Global 2014 Nonemployee Director Incentive Plan ” (collectively, the 2014 Incentive
LIBERTY GLOBAL LTD.
1 unchanged sentence
December 31, 2024, 2023 and 2022
−Removed: Incentive Plan pursuant to its terms.
+Added: 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 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.
1 unchanged sentence
No further awards will be granted under the 2014 Incentive Plans.
−Removed: As of December 31, 2023, the Liberty Global 2023 Incentive Plan had 40,245,318 common shares available for grant.
+Added: As of December 31, 2024, the Liberty Global 2023 Incentive Plan had 38,692,888 common shares available for grant, but, consistent with the terms and intent of the Liberty Global 2023 Incentive Plan, we expect the compensation committee of our board of directors to upwardly adjust the number of shares available for grant as a result of the Spin-off.
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.
22 unchanged sentences
Performance period Vesting date Estimated fair value of final payout
−Removed: 2021 Ventures Incentive Plan 12/31/2020 - 12/31/2023 March 31, 2024 $ 15.4
2022 Ventures Incentive Plan
2 unchanged sentences
2023 Tech Ventures Incentive Plan 12/31/2022 - 12/31/2025 March 15, 2026 0.6
+Added: 2024 Ventures Incentive Plan 12/31/2023 - 12/31/2026 March 15, 2027 13.5
+Added: 2024 Tech Ventures Incentive Plan 12/31/2023 - 12/31/2026 March 15, 2027 0.7
+Added: The 2021 Ventures Incentive Plan vested on March 15, 2024.
+Added: Participants earned 108.5 % of their targeted payout which was settled in 442,221 shares of Liberty Global Class A and 442,221 Class C common shares.
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.
−Removed: 2019 CEO Performance Award
−Removed: In April 2019, the compensation committee of our board of directors approved the grant of RSAs and PSUs to our Chief Executive Officer ( CEO ) (the 2019 CEO Performance Award ), comprising 670,000 RSAs and 1,330,000 PSUs, each with respect to Liberty Global Class B common shares.
−Removed: 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.
−Removed: 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.
+Added: In May 2024, the compensation committee of our board of directors approved the grant of PSUs to executive officers and other key employees (the 2024 PSUs ).
+Added: The performance metric for the 2024 PSUs is based on Liberty Global’s relative total shareholder return ( rTSR ) during the performance period commencing May 10, 2024 and ending December 31, 2026, calculated based on a comparison of Liberty Global’s total shareholder return ( TSR ) compared to the TSR of a comparator group of companies, which comprises all companies continuously listed in the NASDAQ Telecommunications Index or the Stoxx Europe 600 Telecom Index during the performance period.
+Added: The market condition related to Liberty Global’s rTSR performance relative to the comparator group of companies is incorporated into the measurement of the grant date fair value of the award.
+Added: The 2024 PSUs include over- and under-performance payout opportunities should the rTSR exceed or fail to meet the target, as applicable.
+Added: Achieving an rTSR between the 25th percentile to at or above the 75th percentile will generally result in award recipients earning 25 % to 200 % of their target 2024 PSUs, subject to forfeitures.
+Added: The 2024 PSUs have a maximum payout of 100 % should the TSR be negative.
+Added: In addition, 50 % of the 2024 PSUs will be earned if Liberty Global’s rTSR is equal to or greater than the median TSR for the comparator group of companies as of December 31, 2025.
+Added: The earned 2024 PSUs will fully vest on or around February 15, 2027.
2019 Challenge Performance Awards
4 unchanged sentences
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.
−Removed: Liberty Global PSUs
−Removed: 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 ).
−Removed: 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).
−Removed: The performance target was adjusted for events such as acquisitions, dispositions and changes in foreign currency exchange rates that affect comparability ( Adjusted EBITDA CAGR ).
−Removed: 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.
−Removed: Participants earned 65 % of their targeted awards under the 2019 PSUs which vested 50 % on each of April 1, 2021 and October 1, 2021.
+Added: Sunrise Distribution
+Added: In connection with the Spin-off, the compensation committee of our board of directors approved modifications to our outstanding shared-based incentive awards (the Award Modifications ), in accordance with the underlying share-based incentive plans.
+Added: As a result of the modifications, no incremental compensation expense was recognized as existing anti-dilution provisions of the plans required the compensation committee to adjust the terms of the outstanding awards to preserve the value
LIBERTY GLOBAL LTD.
1 unchanged sentence
December 31, 2024, 2023 and 2022
+Added: of outstanding equity awards before and after the Sunrise Distribution.
+Added: Due to declines in the prices of our Liberty Global Class A and Class C common shares following the Sunrise Distribution, an adjustment factor was applied to our outstanding options, SARs, PSARs, PSUs and certain of our RSUs to increase the number of awards outstanding and, in regards to our outstanding options, SARs and PSARs, decrease the strike or base price.
+Added: This adjustment factor utilized the volume-weighted average price of the respective shares for one day prior to and one day following the Sunrise Distribution.
+Added: The impacts of the Award Modifications and the Spin-off are separately presented in the below tables.
Share-based Award Activity — Liberty Global Common Shares
11 unchanged sentences
Forfeited ( 67,247 ) 33.50
+Added: Outstanding at November 12, 2024 669,729 26.37
+Added: Impact of the Award Modifications
+Added: 490,267 ( 11.14 )
Outstanding at December 31, 2024
11 unchanged sentences
Forfeited ( 134,230 ) 32.07
+Added: Outstanding at November 12, 2024 3,033,011 23.36
+Added: Impact of the Award Modifications
+Added: 2,170,974 ( 9.74 )
Outstanding at December 31, 2024
2 unchanged sentences
3,805,819 $ 14.57 4.4 $ 3.4
+Added: LIBERTY GLOBAL LTD.
+Added: Notes to Consolidated Financial Statements — (Continued)
+Added: December 31, 2024, 2023 and 2022
SARs — Class A common shares
9 unchanged sentences
Exercised ( 651,203 ) 16.35
+Added: Outstanding at November 12, 2024 21,725,076 24.39
+Added: Impact of the Award Modifications
+Added: 15,902,599 ( 10.31 )
+Added: Impact of the Spin-off
+Added: ( 1,960,848 ) 14.27
+Added: Outstanding at November 13, 2024 35,666,827 14.07
+Added: Forfeited ( 298,434 ) 15.46
+Added: Exercised ( 683,753 ) 9.65
Outstanding at December 31, 2024
2 unchanged sentences
25,760,134 $ 15.50 4.3 $ 15.7
−Removed: LIBERTY GLOBAL LTD.
−Removed: Notes to Consolidated Financial Statements — (Continued)
−Removed: December 31, 2023, 2022 and 2021
SARs — Class C common shares
9 unchanged sentences
Exercised ( 1,348,429 ) 15.60
+Added: Outstanding at November 12, 2024 47,911,429 24.50
+Added: Impact of the Award Modifications
+Added: 34,292,631 ( 10.22 )
+Added: Impact of the Spin-off
+Added: ( 3,851,973 ) 14.45
+Added: Outstanding at November 13, 2024 78,352,087 14.27
+Added: Forfeited ( 491,590 ) 15.83
+Added: Exercised ( 2,230,208 ) 9.69
Outstanding at December 31, 2024
2 unchanged sentences
59,930,253 $ 15.29 4.6 $ 34.9
+Added: LIBERTY GLOBAL LTD.
+Added: Notes to Consolidated Financial Statements — (Continued)
+Added: December 31, 2024, 2023 and 2022
PSARs — Class A common shares
7 unchanged sentences
Forfeited ( 193,929 ) 25.97
+Added: Outstanding at November 12, 2024 3,044,431 25.97
+Added: Impact of the Award Modifications
+Added: 2,228,565 ( 10.97 )
+Added: Impact of the Spin-off
+Added: ( 202,425 ) 15.00
+Added: Outstanding at November 13, 2024 5,070,571 15.00
+Added: Forfeited ( 101,526 ) 15.00
Outstanding at December 31, 2024
11 unchanged sentences
Forfeited ( 349,267 ) 25.22
+Added: Outstanding at November 12, 2024 5,985,806 25.22
+Added: Impact of the Award Modifications
+Added: 4,284,380 ( 10.52 )
+Added: Impact of the Spin-off
+Added: ( 394,363 ) 14.70
+Added: Outstanding at November 13, 2024 9,875,823 14.70
+Added: Forfeited ( 201,150 ) 14.70
Outstanding at December 31, 2024
2 unchanged sentences
9,674,673 $ 14.70 3.9 $ —
+Added: LIBERTY GLOBAL LTD.
+Added: Notes to Consolidated Financial Statements — (Continued)
+Added: December 31, 2024, 2023 and 2022
RSUs — Class A common shares
6 unchanged sentences
Released from restrictions ( 2,265,981 ) 19.24
−Removed: Outstanding at December 31, 2023
+Added: Outstanding at November 12, 2024 2,659,709 17.78
+Added: Impact of the Award Modifications
45,983 ( 8.36 )
−Removed: LIBERTY GLOBAL LTD.
−Removed: Notes to Consolidated Financial Statements — (Continued)
−Removed: December 31, 2023, 2022 and 2021
−Removed: RSUs — Class B common shares
−Removed: Number of awards Weighted
−Removed: per share Weighted
−Removed: Outstanding at January 1, 2023
+Added: Impact of the Spin-off
( 137,882 ) 10.54
+Added: Outstanding at November 13, 2024 2,567,810 9.36
+Added: Granted 1,888 12.76
Forfeited ( 11,314 ) 9.14
+Added: Released from restrictions ( 5,349 ) 10.71
Outstanding at December 31, 2024
+Added: 2,553,035 $ 9.36 1.1
RSUs — Class C common shares Number of awards Weighted
5 unchanged sentences
Released from restrictions ( 3,605,574 ) 20.55
+Added: Outstanding at November 12, 2024
+Added: 4,471,717 18.91
+Added: Impact of the Award Modifications
+Added: 44,960 ( 8.83 )
+Added: Impact of the Spin-off
+Added: ( 268,157 ) 11.06
+Added: Outstanding at November 13, 2024 4,248,520 10.02
+Added: Granted 1,888 13.14
+Added: Forfeited ( 14,430 ) 9.79
+Added: Released from restrictions ( 6,706 ) 11.16
Outstanding at December 31, 2024
4,229,272 $ 10.02 1.0
+Added: LIBERTY GLOBAL LTD.
+Added: Notes to Consolidated Financial Statements — (Continued)
+Added: December 31, 2024, 2023 and 2022
PSUs — Class A common shares
2 unchanged sentences
Outstanding at January 1, 2024
+Added: 444,448 $ 15.78
Granted 992,324 16.76
1 unchanged sentence
Released from restrictions ( 133,098 ) 15.78
+Added: Outstanding at November 12, 2024 1,137,481 16.52
+Added: Impact of the Award Modifications
+Added: 832,530 ( 7.77 )
+Added: Outstanding at November 13, 2024 1,970,011 8.76
+Added: Forfeited ( 6,187 ) 8.71
Outstanding at December 31, 2024
4 unchanged sentences
Outstanding at January 1, 2024
+Added: 820,214 $ 17.05
Granted 1,365,500 17.51
1 unchanged sentence
Released from restrictions ( 245,655 ) 17.05
+Added: Outstanding at November 12, 2024 1,732,716 17.37
+Added: Impact of the Award Modifications
+Added: 1,240,067 ( 8.11 )
+Added: Outstanding at November 13, 2024 2,972,783 9.26
+Added: Forfeited ( 7,725 ) 9.22
Outstanding at December 31, 2024
5 unchanged sentences
The following tables summarize the share-based awards held by former employees of Liberty Global subsequent to certain split-off or disposal transactions.
−Removed: Any future exercises of SARs or PSARs, or vesting of RSUs will increase the number of our outstanding common shares.
+Added: Any future exercises of SARs or PSARs, or vesting of RSUs and PSUs 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
−Removed: Options, SARs and PSARs:
+Added: SARs and PSARs:
3,281,173 $ 16.34 4.2 $ 1.4
3 unchanged sentences
Number of awards Weighted average grant-date fair value per share Weighted average remaining contractual term
−Removed: Outstanding RSUs:
−Removed: Class A 14,501 $ 22.69 1.6
−Removed: Class C 28,987 $ 23.06 1.6
+Added: Outstanding RSUs and PSUs:
+Added: 138,847 $ 10.52 0.7
+Added: 4,281 $ 8.87 2.1
+Added: 268,070 $ 11.05 0.7
+Added: 4,241 $ 9.33 2.1
LIBERTY GLOBAL LTD.
7 unchanged sentences
Projected benefit obligation $ 255.2 $ 242.4 $ 203.8
−Removed: Net asset (liability) $ ( 11.6 ) $ 50.1 $ ( 10.6 )
+Added: Net asset $ 19.7 $ 14.5 $ 11.6
_______________
−Removed: (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).
+Added: (a) At December 31, 2024, the fair value of all plan assets was based on Level 1 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 $ 21.0 million, $ 19.6 million and $ 17.8 million during 2024, 2023 and 2022, respectively, including $ 21.5 million, $ 19.8 million and $ 17.9 million, respectively, representing the service cost component.
−Removed: 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 2024, our subsidiaries’ contributions to their respective defined benefit plans aggregated $ 21.8 million.
Based on December 31, 2024 exchange rates and information available as of that date, we expect this amount to be $ 22.2 million in 2025.
−Removed: (17) Accumulated Other Comprehensive Earnings
−Removed: 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.
−Removed: The changes in the components of accumulated other comprehensive earnings, net of taxes, are summarized as follows:
+Added: (17) Accumulated Other Comprehensive Earnings (Loss)
+Added: Accumulated other comprehensive earnings (loss) 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.
+Added: The changes in the components of accumulated other comprehensive earnings (loss), net of taxes, are summarized as follows:
Liberty Global shareholders
−Removed: Total accumulated other comprehensive earnings
−Removed: Foreign currency translation adjustments Pension-related adjustments and other Accumulated other comprehensive earnings Noncontrolling interests
+Added: Total accumulated other comprehensive earnings (loss)
+Added: Foreign currency translation adjustments Pension-related adjustments and other Accumulated other comprehensive earnings (loss) Noncontrolling interests
Balance at January 1, 2022 $ 3,880.0 $ 12.2 $ 3,892.2 $ ( 1.0 ) $ 3,891.2
−Removed: Other comprehensive earnings 70.7 128.4 199.1 1.2 200.3
−Removed: Balance at December 31, 2021 3,880.0 12.2 3,892.2 ( 1.0 ) 3,891.2
Other comprehensive loss ( 3,259.2 ) ( 119.6 ) ( 3,378.8 ) 2.2 ( 3,376.6 )
2 unchanged sentences
Balance at December 31, 2023 2,399.2 ( 228.9 ) 2,170.3 0.4 2,170.7
+Added: Other comprehensive loss ( 2,507.9 ) ( 41.7 ) ( 2,549.6 ) — ( 2,549.6 )
+Added: Impact of the Spin-off
+Added: ( 337.0 ) 59.3 ( 277.7 ) — ( 277.7 )
+Added: Balance at December 31, 2024 $ ( 445.7 ) $ ( 211.3 ) $ ( 657.0 ) $ 0.4 $ ( 656.6 )
LIBERTY GLOBAL LTD.
8 unchanged sentences
Pension-related adjustments and other ( 51.1 ) ( 1.0 ) ( 52.1 )
+Added: Other comprehensive loss from continuing operations ( 2,618.4 ) 3.1 ( 2,615.3 )
+Added: Other comprehensive earnings from discontinued operations 68.1 ( 2.4 ) 65.7
+Added: Other comprehensive loss attributable to Liberty Global shareholders
+Added: $ ( 2,550.3 ) $ 0.7 $ ( 2,549.6 )
+Added: Year ended December 31, 2023:
+Added: Foreign currency translation adjustments $ 1,212.0 $ ( 1.9 ) $ 1,210.1
+Added: Pension-related adjustments and other ( 48.2 ) ( 0.1 ) ( 48.3 )
+Added: Other comprehensive earnings from continuing operations 1,163.8 ( 2.0 ) 1,161.8
+Added: Other comprehensive earnings from discontinued operations 478.3 16.0 494.3
Other comprehensive earnings 1,642.1 14.0 1,656.1
11 unchanged sentences
$ ( 3,376.7 ) $ ( 2.1 ) $ ( 3,378.8 )
−Removed: Year ended December 31, 2021:
−Removed: Foreign currency translation adjustments (b) $ 129.4 $ 1.2 $ 130.6
−Removed: Pension-related adjustments and other 139.9 ( 10.3 ) 129.6
−Removed: Other comprehensive earnings from continuing operations 269.3 ( 9.1 ) 260.2
−Removed: Other comprehensive loss from discontinued operations ( 59.9 ) — ( 59.9 )
−Removed: Other comprehensive earnings 209.4 ( 9.1 ) 200.3
−Removed: Other comprehensive earnings attributable to noncontrolling interests (a) ( 1.6 ) 0.4 ( 1.2 )
−Removed: Other comprehensive earnings attributable to Liberty Global shareholders
_______________
−Removed: _______________
(a) Amounts represent the noncontrolling interest owners’ share of our pension-related adjustments.
16 unchanged sentences
$ 1,154.7 $ 765.0 $ 505.4 $ 454.8 $ 95.2 $ 43.4 $ 3,018.5
−Removed: 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.
−Removed: Network and connectivity commitments include (i) certain network capacity arrangements at Sunrise and (ii) certain equipment and service-related commitments at Telenet.
−Removed: As a result of the Telenet Wyre Transaction, as described in note 5, Telenet’s commitments associated with its leased network terminated.
+Added: Purchase commitments include unconditional and legally binding obligations related to (i) certain service-related commitments, including software development, information technology, maintenance and call center services and (ii) the purchase of CPE.
+Added: Network and connectivity commitments include certain equipment and service-related commitments at Telenet.
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.
2 unchanged sentences
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.
−Removed: 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.
−Removed: JV Entities through the June 1, 2021 closing of the U.K.
−Removed: JV Transaction) during 2023, 2022 and 2021, respectively.
−Removed: Other commitments include (i) our share of the funding commitment associated with the nexfibre JV and (ii) various sports sponsorships.
+Added: In this regard, our total programming and copyright costs aggregated $ 406.3 million, $ 424.6 million and $ 407.2 million during 2024, 2023 and 2022, respectively.
+Added: Other commitments include (i) our share of the funding commitment associated with the nexfibre JV and (ii) race management commitments associated with Formula E.
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.
3 unchanged sentences
Such amounts are not included in the above table because they are not fixed or determinable.
+Added: Furthermore, in connection with a future sale of our interest in, or an IPO of, Formula E, we have agreed to pay a third party a portion of our economic gain.
+Added: We estimate that this contingent obligation is not currently significant.
LIBERTY GLOBAL LTD.
2 unchanged sentences
We have established various defined contribution benefit plans for our and our subsidiaries’ employees.
−Removed: Our aggregate expense for matching contributions under the various defined contribution employee benefit plans was $ 24.9 million, $ 22.2 million and $ 30.1 million (including amounts related to the U.K.
−Removed: JV Entities through the June 1, 2021 closing of the U.K.
−Removed: JV Transaction) during 2023, 2022 and 2021, respectively.
+Added: Our aggregate expense for matching contributions under the various defined contribution employee benefit plans was $ 16.6 million, $ 17.4 million and $ 15.5 million during 2024, 2023 and 2022, respectively.
Guarantees and Other Credit Enhancements
31 unchanged sentences
The resolution of this matter may take several years and no assurance can be given that Unitymedia’s claims will be successful.
−Removed: In connection with our sale of our former operations in Germany, Romania, Hungary and the Czech Republic to Vodafone (the Vodafone Disposal Group ) in 2019, we will only share in 50 % of any amounts recovered, plus 50 % of the net present value of certain cost savings in future periods that are attributable to the favorable resolution of this matter, less 50 % of associated legal
+Added: 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 or other third-party fees paid post-completion of the sale of the Vodafone Disposal Group.
+Added: Any amount we may recover related
LIBERTY GLOBAL LTD.
1 unchanged sentence
December 31, 2024, 2023 and 2022
−Removed: or other third-party fees paid post-completion of the sale of the Vodafone Disposal Group.
−Removed: Any amount we may recover related to this matter will not be reflected in our consolidated financial statements until such time as the final disposition of this matter has been reached.
−Removed: Swisscom MVNO Matter.
−Removed: 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.
−Removed: 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.
−Removed: No amounts have been accrued by us with respect to this matter, as the likelihood of loss is not considered to be probable at this stage.
−Removed: We believe the assertions in this claim are unsupported and/or exaggerated and intend to vigorously defend this matter.
+Added: 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.
Other Contingency Matters.
5 unchanged sentences
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.
−Removed: 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.
+Added: 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 E.U.
Adverse regulatory developments could subject our businesses to a number of risks.
9 unchanged sentences
(19) Segment Reporting
−Removed: 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.
+Added: Our CEO, whom we have determined to be our Chief Operating Decision Maker ( CODM ), views our business as three strategic platforms, “Liberty Telecom” (our converged broadband, video and mobile communications businesses), “Liberty Growth” (our global investment arm comprised of various technology, media/content, sports, digital infrastructure and other growth assets) and “Liberty Services” (our innovative technology and finance service platforms offered by our centralized functions), each as further discussed below.
+Added: Performance of our business is assessed and resources are allocated by our CODM on a segment basis.
+Added: We generally identify our reportable segments as (i) those consolidated subsidiaries that represent 10% or more of our total reportable segment revenue or proportionate Adjusted EBITDA (as defined below) or (ii) those equity method affiliates where revenue or our share of Adjusted EBITDA represents 10% or more of our total reportable segment revenue or proportionate 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.
−Removed: We evaluate performance and make decisions about allocating resources to our operating segments based on financial measures such as revenue and Adjusted EBITDA.
−Removed: In addition, we review non-financial measures such as customer growth, as appropriate.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: A reconciliation of earnings or loss from continuing operations to Adjusted EBITDA is presented below.
+Added: Adjusted EBITDA is the primary measure used by our CODM to evaluate segment operating performance and make decisions about allocating resources to our operating segments.
+Added: The CODM uses Adjusted EBITDA to evaluate income generated from our segment assets in deciding whether to reinvest profits into other areas of our business, such as for acquisitions or investments.
+Added: Adjusted EBITDA is also used to monitor budget versus actual results, which is used in assessing the performance of segments in comparison with one another and in establishing management’s compensation.
+Added: The significant accounting policies of our segments are the same as those described in note 3.
+Added: In addition, our CODM reviews non-financial measures such as customer growth, as appropriate, but does not review any measure of total assets.
+Added: 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 debt extinguishment, net realized and unrealized gains (losses) due to changes in fair values of certain investments, net foreign currency transaction 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.
+Added: Other operating items include (i) gains and losses on the disposition of long-lived assets, (ii) third-party costs directly associated with successful and unsuccessful acquisitions and dispositions, including legal, advisory and due diligence fees, as applicable, and (iii) other acquisition-related items, such as gains and losses on the settlement of contingent consideration.
+Added: 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 (a) readily view operating trends, (b) perform analytical comparisons and benchmarking between segments and (c) identify strategies to improve operating performance in the different countries in which we operate.
+Added: A reconciliation of total reportable segment Adjusted EBITDA to earnings (loss) from continuing operations before income taxes is presented below.
As of December 31, 2024, our reportable segments are as follows:
2 unchanged sentences
• VodafoneZiggo JV
−Removed: On June 1, 2021, we completed the U.K.
−Removed: JV Transaction, whereby we contributed the U.K.
−Removed: JV Entities to the VMO2 JV.
−Removed: Prior to the completion of the U.K.
−Removed: JV Transaction, we presented Virgin Media U.K., together with VM Ireland, as a single reportable segment, “U.K./Ireland” .
−Removed: In connection with the completion of the U.K.
−Removed: JV Transaction, we restated our segment presentation for all periods to separately present (i) Virgin Media U.K.
−Removed: and (ii) VM Ireland.
−Removed: 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).
−Removed: Following the closing of the U.K.
−Removed: JV Transaction, we identified the VMO2 JV as a nonconsolidated reportable segment.
−Removed: For additional information regarding the U.K.
−Removed: JV Transaction, see note 6.
−Removed: All of our reportable segments derive their revenue primarily from residential and B2B communications services, including broadband internet, video, fixed-line telephony and mobile services.
−Removed: Our “ Central and Other ” category primarily includes (i) services provided to the VMO2 JV, the VodafoneZiggo JV and various third parties related to transitional service agreements, (ii) sales of CPE to the VodafoneZiggo JV, (iii) certain centralized functions, including billing systems, network operations, technology, marketing, facilities, finance and other administrative functions and (iv) our operations in Slovakia.
+Added: Telenet, VM Ireland, the VMO2 JV and the VodafoneZiggo JV are included in our “Liberty Telecom” strategic platform and derive their revenue primarily from residential and B2B communications services, including broadband internet, video, fixed-line telephony and mobile services.
+Added: Our previously defined “ Central and Other ” reportable segment has been reorganized into various other operating segments, which are not separately or in the aggregate identified as reportable segments.
+Added: Prior periods have been revised in accordance with this reorganization.
LIBERTY GLOBAL LTD.
1 unchanged sentence
December 31, 2024, 2023 and 2022
+Added: The “Liberty Growth” strategic platform, included in the “all other category”, comprises certain investments in technology, media/content, sports and digital infrastructure companies that we view as scalable businesses, which derive their revenue from providing various goods, services and content to customers ( Liberty Growth ).
+Added: The “Liberty Services” strategic platform, included in the “all other category”, primarily includes our technology and services operating segments that generate revenue through sales of CPE to our reportable segments and certain third parties, and providing certain centralized back office functions, including network operations and technology solutions ( Liberty Services ).
+Added: We also have certain corporate activities that are included in the “all other category”, which include (i) revenue associated with certain finance and administrative services provided to various third parties and affiliates pursuant to service agreements and (ii) costs associated with certain centralized functions including billing systems, marketing, facilities, finance and other administrative functions.
+Added: Liberty Growth, Liberty Services and our corporate activities are all included in the “all other category” as they do not meet the reportable segment quantitative thresholds.
We present only the reportable segments of our continuing operations in the tables below.
−Removed: During the first quarter of 2023, we changed the terms related to, and approach to how we reflect the allocation of, charges for certain products and services that our centrally-managed technology and innovation function (our T&I Function ) provide to our consolidated reportable segments (the Tech Framework ).
+Added: Our centrally-managed technology and innovation function (our T&I Function ) provides, and allocates charges for, certain products and services to our reportable segments (the Tech Framework ).
These products and services include CPE hardware and related essential software, maintenance, hosting and other services.
−Removed: 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.
−Removed: The other services, including maintenance and hosting, continue to be reported as operating costs in the period incurred (included in our Adjusted EBITDA).
−Removed: The corresponding amounts charged by our T&I Function are reflected as revenue when earned.
−Removed: 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.
−Removed: Segment information has been revised, as applicable, to reflect these changes.
−Removed: 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.
−Removed: Year ended December 31,
−Removed: 2023 2022 2021
−Removed: Increase (decrease) to revenue (a):
−Removed: Central and Other
−Removed: $ 243.9 $ 237.5 $ 266.7
−Removed: Intersegment eliminations ( 243.9 ) ( 237.5 ) ( 266.7 )
−Removed: Total $ — $ — $ —
−Removed: Increase (decrease) to Adjusted EBITDA (b):
−Removed: $ ( 65.0 ) $ ( 40.0 ) $ ( 44.3 )
−Removed: ( 8.8 ) ( 8.5 ) ( 9.6 )
−Removed: ( 23.9 ) ( 13.9 ) ( 16.0 )
−Removed: Central and Other
−Removed: 158.5 121.7 136.4
−Removed: Intersegment eliminations ( 60.8 ) ( 59.3 ) ( 66.5 )
−Removed: Total $ — $ — $ —
−Removed: Increase (decrease) to property and equipment additions (c):
−Removed: $ 22.8 $ 22.2 $ 24.9
−Removed: 27.7 27.0 30.3
−Removed: 10.3 10.1 11.3
−Removed: Central and Other
−Removed: Intersegment eliminations ( 60.8 ) ( 59.3 ) ( 66.5 )
−Removed: Total $ — $ — $ —
−Removed: _______________
−Removed: (a) Amounts reflect the revenue recognized within our T&I Function, as well as any applicable markup, related to the Tech Framework.
−Removed: (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.
−Removed: (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.
−Removed: LIBERTY GLOBAL LTD.
−Removed: Notes to Consolidated Financial Statements — (Continued)
−Removed: December 31, 2023, 2022 and 2021
+Added: Our reportable segments capitalize the combined cost of the CPE hardware and a portion of the essential software as property and equipment additions and the corresponding amounts charged by our T&I Function are reflected as revenue when earned.
During the second quarter of 2023, we determined to market and sell certain of our internally-developed software to third parties.
−Removed: 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.
−Removed: Further, we now expense the costs of development of such software due to the fact that it is now externally marketed to third parties.
−Removed: 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.
−Removed: As of December 31, 2023, the net book value of our existing internally-developed software was reduced to zero.
+Added: As a result of these strategic and operational changes, from May 2023, proceeds from the licensing and related sale of products from this internally-developed software (including proceeds generated from our arrangements with the VMO2 JV and the VodafoneZiggo JV) were applied against the net book value of our existing internally-developed capitalized software.
+Added: As of December 31, 2023, the net book value of our existing internally-developed software was reduced to zero, after which time we began recognizing revenue for such licensing and related sale of products.
+Added: Further, from May 2023, we expense the costs of development of such software due to the fact that it is able to be externally marketed to third parties.
+Added: During the year ended December 31, 2023, revenue was reduced by $ 127.7 million, including $ 69.3 million from the VMO2 JV and $ 41.0 million from the VodafoneZiggo JV, as a result of this change and the associated accounting treatment.
Performance Measures of our Reportable Segments
−Removed: The amounts presented below represent 100% of each of our reportable segment’s revenue and Adjusted EBITDA.
+Added: The amounts presented in the tables below represent 100 % of each of our consolidated and nonconsolidated reportable segment’s revenue, expenses and Adjusted EBITDA, despite only holding a 50 % noncontrolling interest in both the VMO2 JV and the VodafoneZiggo JV.
+Added: We account for our 50 % interest in both the VMO2 JV and the VodafoneZiggo JV as an equity method investment and as such, 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.
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.
−Removed: 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.
−Removed: 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.
+Added: LIBERTY GLOBAL LTD.
+Added: Notes to Consolidated Financial Statements — (Continued)
+Added: December 31, 2024, 2023 and 2022
+Added: Third-party and affiliate Intersegment Total
Year ended December 31, 2024:
−Removed: 2023 2022 (a) 2021 (a)
−Removed: Revenue Adjusted EBITDA Revenue Adjusted EBITDA Revenue Adjusted EBITDA
+Added: Telenet $ 3,084.2 $ 0.2 $ 3,084.4
+Added: VM Ireland 487.9 3.5 491.4
+Added: VMO2 JV (nonconsolidated JV)
13,649.7 — 13,649.7
+Added: VodafoneZiggo JV (nonconsolidated JV)
4,450.5 — 4,450.5
+Added: Total reportable segment revenue $ 21,672.3 $ 3.7 21,676.0
+Added: all other category (a) 1,013.6
+Added: nonconsolidated JV revenue ( 18,100.2 )
+Added: elimination of intercompany consolidated revenue (b) ( 247.5 )
+Added: Total consolidated revenue $ 4,341.9
+Added: Year ended December 31, 2023:
+Added: Telenet $ 3,089.2 $ — $ 3,089.2
VM Ireland 502.3 3.8 506.1
−Removed: Virgin Media U.K.
+Added: VMO2 JV (nonconsolidated JV)
13,574.1 — 13,574.1
−Removed: Central and Other
+Added: VodafoneZiggo JV (nonconsolidated JV)
4,450.5 — 4,450.5
−Removed: Intersegment eliminations (c) ( 260.0 ) ( 60.8 ) ( 247.1 ) ( 60.3 ) ( 278.3 ) ( 64.7 )
−Removed: Total $ 7,491.4 $ 2,369.6 $ 7,195.7 $ 2,595.4 $ 10,311.3 $ 3,963.1
+Added: Total reportable segment revenue $ 21,616.1 $ 3.8 21,619.9
+Added: all other category (a) 776.2
+Added: nonconsolidated JV revenue ( 18,024.6 )
+Added: elimination of intercompany consolidated revenue (b) ( 255.7 )
+Added: Total consolidated revenue $ 4,115.8
+Added: Year ended December 31, 2022:
+Added: Telenet $ 2,807.3 $ — $ 2,807.3
+Added: VM Ireland 491.4 3.3 494.7
+Added: VMO2 JV (nonconsolidated JV)
12,857.2 — 12,857.2
−Removed: VodafoneZiggo JV
+Added: VodafoneZiggo JV (nonconsolidated JV)
4,284.6 — 4,284.6
+Added: Total reportable segment revenue $ 20,440.5 $ 3.3 20,443.8
+Added: all other category (a) 960.9
+Added: nonconsolidated JV revenue ( 17,141.8 )
+Added: elimination of intercompany consolidated revenue (b) ( 245.4 )
+Added: Total consolidated revenue $ 4,017.5
_____________
−Removed: (a) Amounts have been revised, as applicable, to reflect the retrospective impact of the Tech Framework, as described above.
−Removed: (b) Amounts represent the revenue and Adjusted EBITDA of the U.K.
−Removed: JV Entities through the June 1, 2021 closing of the U.K.
−Removed: JV Transaction.
−Removed: (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.
−Removed: (d) The 2021 amounts represent the revenue and Adjusted EBITDA of the VMO2 JV for the period beginning June 1, 2021.
+Added: (a) Amounts include revenue from (i) third parties and affiliates of $ 174.9 million, $ 142.3 million and $ 203.7 million, respectively, (ii) services agreements with our nonconsolidated JV reportable segments, as further described in note 7, of $ 594.9 million, $ 382.0 million and $ 515.1 million, respectively, and (iii) our consolidated reportable segments of $ 243.8 million, $ 251.9 million and $ 242.1 million.
+Added: (b) Primarily reflects the elimination of (i) the revenue recognized related to the Tech Framework and (ii) transactions between our continuing and discontinued operations.
LIBERTY GLOBAL LTD.
1 unchanged sentence
December 31, 2024, 2023 and 2022
−Removed: The following table provides a reconciliation of earnings (loss) from continuing operations to Adjusted EBITDA:
+Added: The expense categories and amounts presented below align with the segment-level information that is regularly provided to the CODM.
+Added: These amounts include intersegment expenses and are exclusive of share-based compensation expense.
Year ended December 31,
2024 2023 2022
−Removed: Earnings (loss) from continuing operations $ ( 3,873.8 ) $ 1,105.3 $ 13,527.5
−Removed: Income tax expense 149.6 318.9 473.3
−Removed: Other income, net ( 225.5 ) ( 134.4 ) ( 44.9 )
−Removed: Gain on AtlasEdge JV Transactions
+Added: Programming and other direct costs of services Operating expenses Programming and other direct costs of services Operating expenses Programming and other direct costs of services Operating expenses
+Added: Consolidated reportable segments:
$ 764.5 $ 1,027.7 $ 789.1 $ 984.9 $ 657.9 $ 849.8
−Removed: JV Transaction
$ 127.7 $ 185.4 $ 139.0 $ 185.7 $ 134.2 $ 176.9
−Removed: Gain on Telenet Tower Sale
+Added: Nonconsolidated reportable segments:
$ 4,710.7 $ 4,435.6 $ 4,645.4 $ 4,397.4 $ 4,238.6 $ 4,056.4
−Removed: Gain associated with the Telenet Wyre Transaction
+Added: VodafoneZiggo JV
$ 912.2 $ 1,504.4 $ 903.9 $ 1,574.1 $ 886.6 $ 1,380.0
−Removed: Share of results of affiliates, net 2,019.3 1,267.8 175.4
−Removed: Losses (gains) on debt extinguishment, net 1.4 ( 2.8 ) 90.6
−Removed: Realized and unrealized losses (gains) due to changes in fair values of certain investments, net 557.3 323.5 ( 820.6 )
−Removed: Foreign currency transaction losses (gains), net 70.8 ( 1,407.2 ) ( 1,324.5 )
−Removed: Realized and unrealized losses (gains) on derivative instruments, net 526.3 ( 1,213.1 ) ( 537.3 )
−Removed: Interest expense 907.9 589.3 882.1
−Removed: Operating income (loss) ( 244.5 ) 146.8 1,320.3
−Removed: Impairment, restructuring and other operating items, net 67.9 85.1 ( 19.0 )
−Removed: Depreciation and amortization 2,315.2 2,171.4 2,353.7
−Removed: Share-based compensation expense 231.0 192.1 308.1
Adjusted EBITDA
+Added: Year ended December 31,
2024 2023 2022
−Removed: Balance Sheet Data of our Reportable Segments
−Removed: Selected balance sheet data of our reportable segments is set forth below:
−Removed: Long-lived assets Total assets
−Removed: December 31, December 31,
−Removed: 2023 2022 (a) 2023 2022 (a)
$ 1,292.2 $ 1,315.2 $ 1,299.6
+Added: VM Ireland 178.3 181.4 183.6
+Added: VMO2 JV (nonconsolidated JV)
4,503.4 4,531.3 4,562.2
+Added: VodafoneZiggo JV (nonconsolidated JV)
2,033.9 1,972.5 2,018.0
−Removed: Central and Other
+Added: Total reportable segment Adjusted EBITDA
$ 8,007.8 $ 8,000.4 $ 8,063.4
−Removed: Intersegment eliminations ( 118.9 ) ( 94.0 ) ( 118.9 ) ( 94.0 )
−Removed: Total $ 19,893.8 $ 18,166.0 $ 42,087.9 $ 42,895.0
+Added: LIBERTY GLOBAL LTD.
+Added: Notes to Consolidated Financial Statements — (Continued)
+Added: December 31, 2024, 2023 and 2022
+Added: The following table provides a reconciliation of total reportable segment Adjusted EBITDA to earnings (loss) from continuing operations before income taxes:
+Added: Year ended December 31,
2024 2023 2022
−Removed: VodafoneZiggo JV
+Added: Total reportable segment Adjusted EBITDA
$ 8,007.8 $ 8,000.4 $ 8,063.4
+Added: all other category (a) ( 188.7 ) ( 215.1 ) 75.2
+Added: nonconsolidated JV Adjusted EBITDA
( 6,537.3 ) ( 6,503.8 ) ( 6,580.2 )
−Removed: (a) Amounts have been revised, as applicable, to reflect the retrospective impact of the Tech Framework, as described above.
+Added: intercompany consolidated eliminations (b) ( 122.0 ) ( 131.1 ) ( 129.4 )
+Added: Share-based compensation expense ( 168.3 ) ( 204.8 ) ( 163.2 )
+Added: Depreciation and amortization ( 1,002.0 ) ( 1,216.4 ) ( 1,093.6 )
+Added: Impairment, restructuring and other operating items, net ( 49.6 ) ( 43.0 ) ( 62.3 )
+Added: Operating income (loss) ( 60.1 ) ( 313.8 ) 109.9
+Added: Interest expense ( 574.7 ) ( 505.0 ) ( 300.9 )
+Added: Realized and unrealized gains on derivative instruments, net 315.2 78.3 854.4
+Added: Foreign currency transaction gains (losses), net 1,756.5 ( 719.7 ) 1,298.8
+Added: Realized and unrealized losses due to changes in fair values of certain investments, net ( 28.4 ) ( 556.6 ) ( 317.0 )
+Added: Share of results of affiliates, net ( 205.6 ) ( 2,018.4 ) ( 1,268.3 )
+Added: Gain on sale of All3Media
+Added: Gain associated with the Formula E Acquisition
+Added: Gain associated with the Telenet Wyre Transaction
+Added: Gain on Telenet Tower Sale
+Added: Other income, net 201.8 211.4 101.0
+Added: Earnings (loss) from continuing operations before income taxes $ 1,838.3 $ ( 3,446.0 ) $ 1,178.4
+Added: _____________
+Added: (a) Amounts include development costs related to our internally-developed software subsequent to our decision in May 2023 to externally market such software.
+Added: (b) Amounts relate to (i) the Adjusted EBITDA impact related to the Tech Framework and (ii) transactions between our continuing and discontinued operations.
LIBERTY GLOBAL LTD.
5 unchanged sentences
Year ended December 31,
−Removed: 2023 2022 (a) 2021 (a)
2024 2023 2022
1 unchanged sentence
VM Ireland 173.4 176.7 147.4
−Removed: Virgin Media U.K.
−Removed: Central and Other (c)
2,661.3 2,478.9 2,785.0
−Removed: Intersegment eliminations (d) ( 60.8 ) ( 59.3 ) ( 66.5 )
−Removed: Total property and equipment additions 1,578.0 1,588.9 2,169.5
+Added: VodafoneZiggo JV
+Added: 928.9 989.8 999.3
+Added: Total reportable segment property and equipment additions 4,640.2 4,392.0 4,574.7
+Added: all other category (a) 49.7 129.1 259.9
+Added: nonconsolidated JV property and equipment additions ( 3,590.2 ) ( 3,468.7 ) ( 3,784.3 )
+Added: elimination of intercompany consolidated property and equipment additions (b) ( 37.8 ) ( 38.0 ) ( 37.1 )
+Added: Total consolidated property and equipment additions 1,061.9 1,014.4 1,013.2
Assets acquired under capital-related vendor financing arrangements ( 76.8 ) ( 96.3 ) ( 72.2 )
2 unchanged sentences
Total capital expenditures, net $ 908.5 $ 921.9 $ 891.3
−Removed: Property and equipment additions:
_______________
−Removed: VodafoneZiggo JV
−Removed: $ 989.8 $ 999.3 $ 990.5
−Removed: _______________
−Removed: (a) Amounts have been revised, as applicable, to reflect the retrospective impact of the Tech Framework, as described above.
−Removed: (b) Amount represents the property and equipment additions of the U.K.
−Removed: JV Entities through the June 1, 2021 closing of the U.K.
−Removed: JV Transaction.
−Removed: (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.
−Removed: (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.
−Removed: (e) The 2021 amount represents the property and equipment additions of the VMO2 JV for the period beginning June 1, 2021.
+Added: (a) Includes (i) property and equipment additions representing centrally-owned assets that benefit other operating segments, including development costs related to our internally-developed software prior to our decision to externally market such software during the second quarter of 2023, and (ii) the net impact of certain centrally-procured network equipment that is ultimately transferred to other operating segments.
+Added: (b) Represents eliminations primarily related to the charges under the Tech Framework to each respective consolidated reportable segment related to the portion of the charges attributed to centrally-held internally developed technology that is embedded within our various CPE, as well as any applicable markup.
LIBERTY GLOBAL LTD.
2 unchanged sentences
Revenue by Major Category
−Removed: Our revenue by major category for our consolidated reportable segments is set forth below:
+Added: Our revenue by major category is set forth below:
Year ended December 31,
34 unchanged sentences
December 31, 2024, 2023 and 2022
−Removed: (e) Other revenue includes, among other items, (i) broadcasting revenue at Telenet, VM Ireland and Sunrise, (ii) revenue earned from the U.K.
−Removed: 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.
+Added: (e) Other revenue includes, among other items, (i) broadcasting revenue at Telenet and VM Ireland, (ii) revenue earned from the U.K.
+Added: JV Services and NL JV Services and (iii) revenue earned from the sale of CPE to the VMO2 JV and the VodafoneZiggo JV.
Geographic Segments
2 unchanged sentences
2024 2023 2022
−Removed: Switzerland $ 3,380.4 $ 3,180.9 $ 3,321.9
Belgium $ 2,921.1 $ 2,948.2 $ 2,807.3
Ireland 491.4 506.1 494.7
−Removed: (a) — — 2,736.4
Slovakia 51.1 51.8 49.9
−Removed: Other, including intersegment eliminations (b) 604.9 662.9 584.8
+Added: Other, including elimination of intercompany consolidated revenue (a) 878.3 609.7 665.6
Total $ 4,341.9 $ 4,115.8 $ 4,017.5
−Removed: VMO2 JV (U.K.) (c)
+Added: VMO2 JV (U.K.)
$ 13,649.7 $ 13,574.1 $ 12,857.2
2 unchanged sentences
_______________
−Removed: (a) Amount represents the revenue of the U.K.
−Removed: JV Entities through the June 1, 2021 closing of the U.K.
−Removed: JV Transaction.
−Removed: (b) Revenue from our other geographic segments relates to (i) our Central functions, most of which are located in the Netherlands and the U.K., and (ii) certain other operations at Telenet, primarily in the U.S.
+Added: (a) Revenue from our other geographic segments primarily relates to (i) the activities within our Liberty Services strategic platform and our corporate activities, as described above, 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.
−Removed: (c) The 2021 amount represents the revenue of the VMO2 JV for the period beginning June 1, 2021.
−Removed: The long-lived assets of our geographic segments are set forth below:
−Removed: 2023 2022 (a)
−Removed: Switzerland $ 11,604.0 $ 10,950.4
+Added: The long-lived assets, which we define as property and equipment, net and ROU assets, of our geographic segments are set forth below:
Belgium $ 4,022.3 $ 4,104.6
1 unchanged sentence
Slovakia 51.2 57.3
−Removed: Other (b) 270.9 600.9
−Removed: Intersegment eliminations ( 118.9 ) $ ( 94.0 )
+Added: Other (a) 322.6 296.8
+Added: Consolidated intercompany eliminations ( 55.8 ) ( 69.9 )
Total $ 5,036.5 $ 5,066.5
4 unchanged sentences
_______________
−Removed: (a) Amounts have been revised, as applicable, to reflect the retrospective impact of the Tech Framework, as described above.
+Added: (a) Primarily relates to (i) certain long-lived assets associated with our corporate activities located in the Netherlands, the U.K.
+Added: and (ii) certain other operations at Telenet, primarily in the U.S.
+Added: and Luxembourg.
LIBERTY GLOBAL LTD.
1 unchanged sentence
December 31, 2024, 2023 and 2022
−Removed: (b) Primarily relates to certain long-lived assets associated with (i) our Central functions located in the Netherlands, the U.K.
−Removed: and (ii) certain other operations at Telenet, primarily in the U.S.
−Removed: and Luxembourg.
+Added: (20) Quarterly Financial Information (Unaudited)
+Added: in millions, except per share amounts
+Added: As previously reported $ 1,945.1 $ 1,873.7 $ 1,935.2 $ 1,123.2
+Added: Effect of discontinued operations (note 6)
+Added: ( 853.8 ) ( 815.8 ) ( 865.7 ) —
+Added: As adjusted $ 1,091.3 $ 1,057.9 $ 1,069.5 $ 1,123.2
+Added: Operating income (loss):
+Added: As previously reported $ 22.6 $ 19.1 $ 101.3 $ ( 48.2 )
+Added: Effect of discontinued operations (note 6)
+Added: ( 34.9 ) ( 52.1 ) ( 67.9 ) —
+Added: As adjusted $ ( 12.3 ) $ ( 33.0 ) $ 33.4 $ ( 48.2 )
+Added: Earnings (loss) from continuing operations:
+Added: As previously reported $ 527.0 $ 275.2 $ ( 1,410.9 ) $ 2,334.2
+Added: Effect of discontinued operations (note 6)
+Added: 107.5 48.9 ( 12.8 ) —
+Added: As adjusted $ 634.5 $ 324.1 $ ( 1,423.7 ) $ 2,334.2
+Added: Earnings (loss) from continuing operations attributable to Liberty Global shareholders:
+Added: As previously reported $ 510.0 $ 268.1 $ ( 1,434.1 ) $ 2,323.6
+Added: Effect of discontinued operations (note 6)
+Added: 107.5 48.9 ( 12.8 ) —
+Added: As adjusted $ 617.5 $ 317.0 $ ( 1,446.9 ) $ 2,323.6
+Added: Net earnings (loss) $ 527.0 $ 275.2 $ ( 1,410.9 ) $ 2,254.6
+Added: Net earnings (loss) attributable to Liberty Global shareholders
+Added: $ 510.0 $ 268.1 $ ( 1,434.1 ) $ 2,244.0
+Added: Basic earnings (loss) attributable to Liberty Global shareholders per share (note 3):
+Added: Continuing operations $ 1.63 $ 0.85 $ ( 3.99 ) $ 6.54
+Added: Discontinued operations ( 0.28 ) ( 0.13 ) 0.04 ( 0.22 )
+Added: $ 1.35 $ 0.72 $ ( 3.95 ) $ 6.32
+Added: Diluted earnings (loss) attributable to Liberty Global shareholders per share (note 3):
+Added: Continuing operations $ 1.60 $ 0.84 $ ( 3.99 ) $ 6.33
+Added: Discontinued operations ( 0.28 ) ( 0.13 ) 0.04 ( 0.22 )
+Added: $ 1.32 $ 0.71 $ ( 3.95 ) $ 6.11
+Added: LIBERTY GLOBAL LTD.
+Added: Notes to Consolidated Financial Statements — (Continued)
+Added: December 31, 2024, 2023 and 2022
+Added: in millions, except per share amounts
+Added: As previously reported $ 1,868.4 $ 1,848.0 $ 1,854.5 $ 1,920.5
+Added: Effect of discontinued operations (note 6)
+Added: ( 806.2 ) ( 815.7 ) ( 857.1 ) ( 896.6 )
+Added: As adjusted $ 1,062.2 $ 1,032.3 $ 997.4 $ 1,023.9
+Added: Operating income (loss):
+Added: As previously reported $ 37.4 $ ( 49.2 ) $ ( 27.4 ) $ ( 205.3 )
+Added: Effect of discontinued operations (note 6)
+Added: ( 19.1 ) ( 17.6 ) ( 65.4 ) 32.8
+Added: As adjusted $ 18.3 $ ( 66.8 ) $ ( 92.8 ) $ ( 172.5 )
+Added: Earnings (loss) from continuing operations:
+Added: As previously reported $ ( 713.5 ) $ ( 511.3 ) $ 822.7 $ ( 3,471.7 )
+Added: Effect of discontinued operations (note 6)
+Added: 36.2 33.3 37.1 108.1
+Added: As adjusted $ ( 677.3 ) $ ( 478.0 ) $ 859.8 $ ( 3,363.6 )
+Added: Earnings (loss) from continuing operations attributable to Liberty Global shareholders:
+Added: As previously reported $ ( 721.4 ) $ ( 499.6 ) $ 659.2 $ ( 3,489.9 )
+Added: Effect of discontinued operations (note 6)
+Added: 36.2 33.3 37.1 108.1
+Added: As adjusted $ ( 685.2 ) $ ( 466.3 ) $ 696.3 $ ( 3,381.8 )
+Added: Net earnings (loss) $ ( 713.5 ) $ ( 511.3 ) $ 822.7 $ ( 3,471.7 )
+Added: Net earnings (loss) attributable to Liberty Global shareholders
+Added: $ ( 721.4 ) $ ( 499.6 ) $ 659.2 $ ( 3,489.9 )
+Added: Basic earnings (loss) attributable to Liberty Global shareholders per share (note 3):
+Added: Continuing operations $ ( 1.51 ) $ ( 1.05 ) $ 1.67 $ ( 8.64 )
+Added: Discontinued operations ( 0.08 ) ( 0.08 ) ( 0.09 ) ( 0.28 )
+Added: $ ( 1.59 ) $ ( 1.13 ) $ 1.58 $ ( 8.92 )
+Added: Diluted earnings (loss) attributable to Liberty Global shareholders per share (note 3):
+Added: Continuing operations $ ( 1.51 ) $ ( 1.05 ) $ 1.66 $ ( 8.64 )
+Added: Discontinued operations ( 0.08 ) ( 0.08 ) ( 0.09 ) ( 0.28 )
+Added: $ ( 1.59 ) $ ( 1.13 ) $ 1.57 $ ( 8.92 )
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.
2 unchanged sentences
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
+Added: The information required by Item 408(b)(1) of Regulation S-K is included below and accordingly will not be incorporated by reference to our definitive proxy statement.
EXECUTIVE COMPENSATION
6 unchanged sentences
We intend to file our definitive proxy statement for our 2025 Annual Meeting of Shareholders with the Securities and Exchange Commission on or before April 28, 2025.
+Added: DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
+Added: Insider Trading Policy
+Added: Liberty Global has an insider trading policy governing the purchase, sale, and other dispositions of Liberty Global’s securities that applies to all Liberty Global personnel, including directors, officers and employees.
+Added: Liberty Global also follows procedures for the repurchase of its securities.
+Added: We believe our insider trading policy and repurchase procedures are reasonably designed to promote compliance with insider trading laws, rules and regulations, and listing standards applicable to Liberty Global.
+Added: A copy of Liberty Global’s insider trading policy is filed as Exhibit 19.1 to this Annual Report on Form 10-K.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS
19 unchanged sentences
Liberty Global Class C common shares 4,409,818 $ 14.23
−Removed: VM Incentive Plan (5):
−Removed: Liberty Global Class A common shares — $ —
−Removed: Liberty Global Class C common shares 4,127 $ 24.18
Equity compensation plans not approved by security holders:
3 unchanged sentences
_______________
−Removed: (1) This table includes (i) SARs and PSARs with respect to 21,453,431 and 3,337,976 Liberty Global Class A shares, respectively, and 49,552,860 and 6,534,305 Liberty Global Class C common shares, respectively.
+Added: (1) This table includes (i) SARs and PSARs with respect to 37,698,206 and 5,236,652 Liberty Global Class A common shares, respectively, and 81,533,069 and 10,198,174 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.
3 unchanged sentences
(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.
−Removed: December 31, 2023, an aggregate of 40,245,318 common shares were available for issuance pursuant to the incentive plan.
+Added: As of December 31, 2024, an aggregate of 38,692,888 common shares were available for issuance pursuant to the incentive plan but, consistent with the terms and intent of the Liberty Global 2023 Incentive Plan, we expect the compensation
+Added: committee of our board of directors to upwardly adjust the number of shares available for grant as a result of the Spin-off.
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.
−Removed: (5) On January 30, 2014, our shareholders approved the 2014 Incentive Plans and, accordingly, no further awards were granted under the VM Incentive Plan.
−Removed: The outstanding options under the VM Incentive Plan expired on January 1, 2024.
EXHIBITS, FINANCIAL STATEMENT SCHEDULES
3 unchanged sentences
The financial statement schedules required under this Item are as follows:
−Removed: Schedule I - Condensed Financial Information of Registrant (Parent Company Information):
−Removed: Liberty Global Ltd.
−Removed: Condensed Balance Sheet as of December 31, 2023 (Parent Company Only)
−Removed: Liberty Global Ltd.
−Removed: Condensed Statement of Operations for the period from November 23, 2023 to December 31, 2023 (Parent Company Only) IV-10
−Removed: Liberty Global Ltd.
−Removed: Condensed Statement of Cash Flows for the period from November 23, 2023 to December 31, 2023 (Parent Company Only) IV-11
−Removed: Liberty Global plc Condensed Balance Sheet as of December 31, 2022 (Parent Company Only) IV- 12
−Removed: 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
−Removed: 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- 6
3 unchanged sentences
2 -- Plan of Acquisition, Reorganization, Arrangement, Liquidation or Succession:
−Removed: 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.
−Removed: 001-35961)).***
−Removed: 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.
−Removed: 001-35961)).***
−Removed: 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.
2.1 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.
2 unchanged sentences
001-35961)).***
+Added: 2.2 Master Separation Agreement, dated as of September 9, 2024, by and between Liberty Global Ltd.
+Added: and Sunrise Communications AG (incorporated by reference to Annex A to the Registrant’s Proxy Statement on Schedule 14A filed September 20, 2024 (File No.
3 -- Articles of Incorporation and Bylaws:
1 unchanged sentence
4 -- Instruments Defining the Rights of Securities Holders, including Indentures:
−Removed: 4.1 Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934.*
−Removed: Borrowing Obligations of UPC group
−Removed: 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.
−Removed: (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.
−Removed: 001-35961)(the December 2017 8-K)).
−Removed: 4.3 Supplemental Deed dated November 29, 2017, between UPC Broadband Holding, as Obligor, and the Bank of Nova Scotia, as Facility Agent and Security Agent, which is supplemental to and amends the UPC Broadband Holding Bank Facility (incorporated by reference to Exhibit 4.1 to the December 2017 8-K).
−Removed: 4.4 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.
−Removed: 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.
−Removed: 001-35961) (the February 6, 2020 8-K).
−Removed: 4.6 Additional Facility AU Accession Agreement dated January 31, 2020 and entered into between, among others, UPC Broadband Holding B.V.
−Removed: as the Borrower and The Bank of Nova Scotia as the Facility Agent (incorporated by reference to Exhibit 4.2 to the February 6, 2020 8-K).
−Removed: 4.7 Supplemental Deed dated April 23, 2020 between, among others, UPC Broadband Holding B.V.
−Removed: as Obligors’ Agent and The Bank of Nova Scotia as facility agent and security agent and, attached as a schedule thereto, a copy of the Amended Senior Facilities Agreement dated April 23, 2020 between, among others, UPC Broadband Holding B.V.
−Removed: as borrower and The Bank of Nova Scotia as facility agent and security agent (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed April 29, 2020 (File No.
−Removed: 4.8 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).
−Removed: 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.
−Removed: 001-35961) (the April 26, 2021 8-K).
−Removed: 4.10 Additional Facility AY Accession Agreement dated April 20, 2021 and entered into between, among others, UPC Broadband Holding B.V.
−Removed: as the Borrower and The Bank of Nova Scotia as the Facility Agent (incorporated by reference to Exhibit 4.2 to the April 26, 2021 8-K).
−Removed: 4.11 Additional Facility AZ Accession Agreement dated April 21, 2021 and entered into between, among others, UPC Broadband Holding B.V.
−Removed: as the Company, UPC Financing Partnership as the Borrower, The Bank of Nova Scotia as the Facility Agent and UPC Broadband Finco B.V.
−Removed: as the Additional Facility AZ Lender (incorporated by reference to Exhibit 4.3 to the April 26, 2021 8-K).
−Removed: 4.12 Supplemental Deed dated May 23, 2022 between, among others, UPC Broadband Holding B.V.
−Removed: as Obligors’ Agent and The Bank of Nova Scotia as Facility Agent and Security Agent and, attached, as a schedule thereto, a copy of the Amended Senior Facilities Agreement dated May 23, 2022 between, among others, UPC Broadband Holding B.V.
−Removed: as Borrower and The Bank of Nova Scotia as Facility Agent and Security Agent (Incorporated by reference to Exhibit 4.1 to the Registrant's Current report on Form 8-K filed May 25, 2022 (File No.
−Removed: 4.13 Supplemental Deed dated June 29, 2023 between, among others, UPC Broadband Holding B.V.
−Removed: as obligors’ agent and The Bank of Nova Scotia as facility agent and security agent and, attached, as a schedule thereto, a copy of the Amended Senior Facilities Agreement dated June 29, 2023 between, among others, UPC Broadband Holding B.V.
−Removed: as borrower and The Bank of Nova Scotia as facility agent and security agent (Incorporated by reference to Exhibit 4.1 to the Registrant's Current report on Form 8-K filed July 6, 2023 (File No.
−Removed: 4.14 Supplemental Deed dated December 22, 2023 between, among others, UPC Broadband Holding B.V.
−Removed: as Obligors’ Agent and The Bank of Nova Scotia as Facility Agent and Security Agent and, attached, as a schedule thereto, a copy of the Amended Senior Facilities Agreement dated December 22, 2023 between among others UPC Broadband Holding B.V.
−Removed: as borrower and The Bank of Nova Scotia as Facility Agent and Security Agent (Incorporated by reference to Exhibit 4.1 to the Registrant’s Current report on Form 8-K filed December 26, 2023 (File No.
+Added: 4.1 Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 (incorporated by reference to Exhibit 4.1 to the Registrant’s Annual Report on Form 10-K filed February 15, 2024 (File No.
+Added: 001-35961) ).
Borrowing Obligations of Telenet Group
13 unchanged sentences
(Incorporated by reference to Exhibit 4.1 to the Registrant's Current report on Form 8-K filed July 6, 2023 (File No.
−Removed: Borrowing Obligations of Virgin Media group
−Removed: 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).
−Removed: 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).
−Removed: 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.
−Removed: 001-35961) (the October 10, 2019 8-K)).
−Removed: 4.26 Additional O Facility Accession Deed dated October 4, 2019, between Virgin Media Investment Holdings Limited as the Company, Virgin Media SFA Finance Limited as the Facility O Borrower, The Bank of Nova Scotia as the Facility Agent and The Bank of Nova Scotia as Additional O Facility Lender (incorporated by reference to Exhibit 4.2 to the October 10, 2019 8-K).
−Removed: 4.27 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.
−Removed: 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.
−Removed: 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.
−Removed: 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)).
−Removed: 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 ).
−Removed: 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)).
−Removed: 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).
−Removed: 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.
9 unchanged sentences
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.
−Removed: 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.
−Removed: 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.
10.6+ 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.
10.7+ 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.
−Removed: 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.
−Removed: 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.
10.8+ 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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
10.9+ 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.
3 unchanged sentences
10.13+ 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.
−Removed: 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.
−Removed: 001-35961) ).
10.14+ 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.
5 unchanged sentences
10.20+ Form of Non-Executive Director Restricted Share Units Agreement under the Liberty Global 2023 Incentive Plan (incorporated by reference to Exhibit 10.6 to the Registrant’s Quarterly Report on Form 10-Q filed July 24, 2023 (File No.
+Added: 10.21+ Form of Performance Share Units Agreement under the Liberty Global 2023 Incentive Plan (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed July 25, 2024 (File No.
Employment Agreements
15 unchanged sentences
Other Agreements and Policies
−Removed: 10.38+ Form of Indemnification Agreement (incorporated by reference to Exhibit 10 .1 to the R egistrant’s Current Report on Form 8-K 12B filed November 24, 2023 (File No.
+Added: 10.29+ Form of Indemnification Agreement (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K 12B filed November 24, 2023 (File No.
10.30+ 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.
10.31+ 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.
−Removed: 001-35961) ).
+Added: 19 -- Insider Trading Policies and Procedures:
+Added: 19.1 Insider Trading Policy*
21 -- List of Subsidiaries*
7 unchanged sentences
97.1 Liberty Global Ltd.
−Removed: Compensation Recovery Policy*
+Added: Compensation Recovery Policy (incorporated by reference to Exhibit 97.1 to the Registrant’s Annual Report on Form 10-K filed February 15, 2024 (File No.
+Added: 001-35961) ).
101.SCH Inline XBRL Taxonomy Extension Schema Document*
29 unchanged sentences
GREEN Director February 18, 2025
−Removed: ROMRELL Director February 15, 2024
+Added: /s/ LARRY ROMRELL Director February 18, 2025
+Added: Larry Romrell
/s/ DANIEL E.
8 unchanged sentences
LIBERTY GLOBAL LTD.
−Removed: (Parent Company Information - See Notes to Consolidated Financial Statements)
−Removed: CONDENSED BALANCE SHEET
−Removed: (Parent Company Only)
−Removed: Current assets:
−Removed: Other receivables — related-party $ 4.1
−Removed: Total current assets 4.1
−Removed: Investments in consolidated subsidiaries, including intercompany balances
−Removed: Other assets, net 17.6
−Removed: Total assets $ 19,095.4
−Removed: LIABILITIES AND SHAREHOLDERS’ EQUITY
−Removed: Current liabilities:
−Removed: Other current liabilities — related-party $ 0.6
−Removed: Other accrued and current liabilities 11.3
−Removed: Total current liabilities 11.9
−Removed: Other long-term liabilities 20.9
−Removed: Total liabilities 32.8
−Removed: Commitments and contingencies
−Removed: Shareholders’ equity:
−Removed: Class A common shares, $ 0.01 nominal value.
−Removed: Issued and outstanding 171,463,760 shares
−Removed: Class B common shares, $ 0.01 nominal value.
−Removed: Issued and outstanding 12,988,658 shares
−Removed: Class C common shares, $ 0.01 nominal value.
−Removed: Issued and outstanding 198,153,613 shares
−Removed: Additional paid-in capital 1,322.6
−Removed: Accumulated earnings 15,566.0
−Removed: Accumulated other comprehensive earnings, net of taxes 2,170.3
−Removed: Treasury shares, at cost ( 0.1 )
−Removed: Total shareholders’ equity 19,062.6
−Removed: Total liabilities and shareholders’ equity $ 19,095.4
−Removed: LIBERTY GLOBAL LTD.
−Removed: (Parent Company Information - See Notes to Consolidated Financial Statements)
−Removed: CONDENSED STATEMENT OF OPERATIONS
−Removed: (Parent Company Only)
−Removed: Period from November 23, 2023 to December 31, 2023
−Removed: Operating costs and expenses:
−Removed: Selling, general and administrative $ 0.6
−Removed: Operating loss ( 0.6 )
−Removed: Non-operating expense:
−Removed: Interest expense — related-party ( 0.3 )
−Removed: Loss before income taxes and equity in loss of consolidated subsidiaries, net
−Removed: Equity in loss of consolidated subsidiaries, net
−Removed: Net loss $ ( 2,999.6 )
−Removed: LIBERTY GLOBAL LTD.
−Removed: (Parent Company Information - See Notes to Consolidated Financial Statements)
−Removed: CONDENSED STATEMENT OF CASH FLOWS
−Removed: (Parent Company Only)
−Removed: Period from November 23, 2023 to December 31, 2023
−Removed: Cash flows from operating activities:
−Removed: Net loss $ ( 2,999.6 )
−Removed: Adjustments to reconcile net loss to net cash provided (used) by operating activities:
−Removed: Equity in loss of consolidated subsidiaries, net 2,998.7
−Removed: Changes in operating assets and liabilities:
−Removed: Payables and accruals 0.9
−Removed: Net cash provided (used) by operating activities —
−Removed: Cash flows from investing activities:
−Removed: Net cash provided (used) by investing activities —
−Removed: Cash flows from financing activities:
−Removed: Capital contributions from consolidated subsidiaries 107.4
−Removed: Repurchases of Liberty Global common shares
−Removed: Net cash provided (used) by financing activities —
−Removed: Net increase (decrease) in cash and cash equivalents and restricted cash
−Removed: Cash and cash equivalents and restricted cash:
−Removed: Beginning of period —
−Removed: End of period $ —
−Removed: LIBERTY GLOBAL PLC
−Removed: (Parent Company Information - See Notes to Consolidated Financial Statements)
−Removed: CONDENSED BALANCE SHEET
−Removed: (Parent Company Only)
−Removed: December 31, 2022
−Removed: Current assets:
−Removed: Cash and cash equivalents $ 1.8
−Removed: Other receivables — related-party 89.8
−Removed: Current notes receivable — related-party 0.8
−Removed: Other current assets 7.5
−Removed: Total current assets 99.9
−Removed: Long-term notes receivable — related-party
−Removed: Investments in consolidated subsidiaries, including intercompany balances
−Removed: Other assets, net 16.8
−Removed: Total assets $ 51,357.4
−Removed: LIABILITIES AND SHAREHOLDERS’ EQUITY
−Removed: Current liabilities:
−Removed: Accounts payable $ 1.1
−Removed: Other payables — related-party 78.5
−Removed: Other current liabilities — related-party 0.6
−Removed: Current portion of notes payable — related-party 12,590.2
−Removed: Other accrued and current liabilities 25.0
−Removed: Total current liabilities 12,695.4
−Removed: Long-term notes payable — related-party 16,200.9
−Removed: Other long-term liabilities 24.7
−Removed: Total liabilities 28,921.0
−Removed: Commitments and contingencies
−Removed: Shareholders’ equity:
−Removed: Class A common shares, $ 0.01 nominal value.
−Removed: Issued and outstanding 171,917,370 shares
−Removed: Class B common shares, $ 0.01 nominal value.
−Removed: Issued and outstanding 12,994,000 shares
−Removed: Class C common shares, $ 0.01 nominal value.
−Removed: Issued and outstanding 274,436,585 shares
−Removed: Additional paid-in capital 2,300.8
−Removed: Accumulated earnings 19,617.7
−Removed: Accumulated other comprehensive earnings, net of taxes 513.4
−Removed: Treasury shares, at cost ( 0.1 )
−Removed: Total shareholders’ equity 22,436.4
−Removed: Total liabilities and shareholders’ equity $ 51,357.4
−Removed: LIBERTY GLOBAL PLC
−Removed: (Parent Company Information - See Notes to Consolidated Financial Statements)
−Removed: CONDENSED STATEMENTS OF OPERATIONS
−Removed: (Parent Company Only)
−Removed: Period from January 1, 2023 to November 22, 2023 Year ended December 31,
−Removed: Operating costs and expenses:
−Removed: Selling, general and administrative (including share-based compensation)
−Removed: $ 89.6 $ 55.7 $ 77.6
−Removed: Related-party fees and allocations 233.9 239.3 182.5
−Removed: Depreciation and amortization 1.0 1.2 1.4
−Removed: Operating loss ( 324.5 ) ( 296.2 ) ( 261.5 )
−Removed: Non-operating income (expense):
−Removed: Interest expense — related-party ( 1,395.5 ) ( 1,308.7 ) ( 1,185.6 )
−Removed: Interest income — related-party 12.8 15.1 31.7
−Removed: Foreign currency transaction gains, net 46.5 274.8 317.7
−Removed: Realized and unrealized gains on derivative instruments, net 26.5 61.5 9.0
−Removed: Other income, net 0.2 0.3 0.1
−Removed: ( 1,309.5 ) ( 957.0 ) ( 827.1 )
−Removed: Loss before income taxes and equity in earnings of consolidated subsidiaries, net ( 1,634.0 ) ( 1,253.2 ) ( 1,088.6 )
−Removed: Equity in earnings of consolidated subsidiaries, net 581.4 2,726.4 14,530.5
−Removed: Income tax benefit (expense) 0.5 — ( 15.1 )
−Removed: Net earnings (loss) $ ( 1,052.1 ) $ 1,473.2 $ 13,426.8
−Removed: LIBERTY GLOBAL PLC
−Removed: (Parent Company Information - See Notes to Consolidated Financial Statements)
−Removed: CONDENSED STATEMENTS OF CASH FLOWS
−Removed: (Parent Company Only)
−Removed: Period from January 1, 2023 to November 22, 2023 Year ended December 31,
−Removed: Cash flows from operating activities:
−Removed: Net earnings (loss) $ ( 1,052.1 ) $ 1,473.2 $ 13,426.8
−Removed: Adjustments to reconcile net earnings (loss) to net cash used by operating activities:
−Removed: Equity in earnings of consolidated subsidiaries, net ( 581.4 ) ( 2,726.4 ) ( 14,530.5 )
−Removed: Share-based compensation expense 55.1 28.4 49.4
−Removed: Related-party fees and allocations 233.9 239.3 182.5
−Removed: Depreciation and amortization 1.0 1.2 1.4
−Removed: Realized and unrealized gains on derivative instruments, net ( 26.5 ) ( 61.5 ) ( 9.0 )
−Removed: Foreign currency transaction gains, net ( 46.5 ) ( 274.8 ) ( 317.7 )
−Removed: Deferred income tax expense (benefit) ( 0.5 ) — 15.1
−Removed: Changes in operating assets and liabilities:
−Removed: Receivables and other operating assets ( 25.5 ) 138.5 85.3
−Removed: Payables and accruals 1,135.6 654.7 709.9
−Removed: Net cash used by operating activities ( 306.9 ) ( 527.4 ) ( 386.8 )
−Removed: Cash flows from investing activities:
−Removed: Distributions and repayments from (investments in and advances to) consolidated subsidiaries, net ( 401.0 ) 22.4 ( 274.8 )
−Removed: Net cash received related to derivative instruments — 50.0 —
−Removed: Cash released from the Vodafone Escrow Accounts, net
−Removed: Other investing activities, net — — ( 0.1 )
−Removed: Net cash provided (used) by investing activities ( 401.0 ) 78.9 ( 60.0 )
−Removed: Cash flows from financing activities:
−Removed: Borrowings of related-party debt 2,206.1 2,187.8 2,445.3
−Removed: Repayments of related-party debt ( 106.2 ) ( 26.5 ) ( 443.3 )
−Removed: Repurchases of Liberty Global common shares
−Removed: ( 1,387.3 ) ( 1,703.4 ) ( 1,580.4 )
−Removed: Proceeds from the issuance of Liberty Global shares upon exercise of options
−Removed: Other financing activities, net ( 6.2 ) ( 20.8 ) ( 15.3 )
−Removed: Net cash provided by financing activities 707.6 450.1 415.2
−Removed: Effect of exchange rate changes on cash and cash equivalents and restricted cash ( 0.7 ) ( 1.5 ) 0.1
−Removed: Net increase (decrease) in cash and cash equivalents and restricted cash ( 1.0 ) 0.1 ( 31.5 )
−Removed: Cash and cash equivalents and restricted cash:
−Removed: Beginning of period 6.9 6.8 38.3
−Removed: End of period $ 5.9 $ 6.9 $ 6.8
−Removed: Details of end of period cash and cash equivalents and restricted cash:
−Removed: Cash and cash equivalents $ 0.7 $ 1.8 $ 1.7
−Removed: Restricted cash included in other current assets 5.2 5.1 5.1
−Removed: Total cash and cash equivalents and restricted cash $ 5.9 $ 6.9 $ 6.8
−Removed: LIBERTY GLOBAL LTD.
VALUATION AND QUALIFYING ACCOUNTS
Allowance for doubtful accounts — Trade receivables
−Removed: Balance at beginning of period Additions to costs and expenses Acquisitions Deductions or write-offs Foreign currency translation adjustments Balance at end of period
+Added: Balance at beginning
+Added: of period Additions to costs and expenses Deductions or write-offs Foreign currency translation adjustments Balance
+Added: at end of period
Year ended December 31:
11 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.