Item 9A. Controls and Procedures
Item 9A. CONTROLS AND PROCEDURES
Evaluation of disclosure controls and procedures
In accordance with Exchange Act Rule 13a-15, we carried out an evaluation, under the supervision and with the participation of management, including our chief executive officer and chief financial officer (the Executives ), of the effectiveness of our disclosure controls and procedures as of December 31, 2024. In designing and evaluating the disclosure controls and procedures, the Executives recognize that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is necessarily required to apply judgment in evaluating the cost-benefit relationship of possible controls and objectives. Based on that evaluation, the Executives concluded that our disclosure controls and procedures are effective as of December 31, 2024, to provide reasonable assurance that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms.
Internal control over financial reporting
(a) Management’s Annual Report on Internal Control over Financial Reporting
Management’s annual report on internal control over financial reporting is included herein on page II-38.
(b) Audit Report of the Independent Registered Public Accounting Firm
The audit report of KPMG LLP is included herein on page II-39.
(c) Changes in Internal Control over Financial Reporting
There have been no changes in our internal controls over financial reporting identified in connection with the evaluation described above that occurred during the fourth fiscal quarter covered by this Annual Report on Form 10-K that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Item 9B. OTHER INFORMATION
During the quarter ended December 31, 2024, none of the Company’s directors or executive officers adopted or terminated any contract, instruction or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement.”
Item 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
II-37
Management’s Annual Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f) of the Securities Exchange Act of 1934. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Our management assessed the effectiveness of internal control over financial reporting as of December 31, 2024, using the criteria in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, our management believes that our internal control over financial reporting was effective as of December 31, 2024. 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. In October 2024, we acquired a controlling interest in Formula E Holdings Ltd. ( Formula E ). Our evaluation of internal control over financial reporting did not include the internal control of Formula E. 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.
II-38
Report of Independent Registered Public Accounting Firm
To the Shareholders and Board of Directors
Liberty Global Ltd.:
Opinion on Internal Control Over Financial Reporting
We have audited Liberty Global Ltd. and subsidiaries’ (the Company) internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 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.
The Company acquired Formula E Holdings Ltd. 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. 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
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
II-39
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ KPMG LLP
Denver, Colorado
February 18, 2025
II-40
Report of Independent Registered Public Accounting Firm
To the Shareholders and Board of Directors
Liberty Global Ltd.:
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheets of Liberty Global Ltd. and subsidiaries (the Company) as of December 31, 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). 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.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February 18, 2025 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
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. 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.
Assessment of fair value of certain other investments with unobservable inputs
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. 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. In determining fair value, the Company makes subjective assumptions using unobservable inputs.
II-41
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. Evaluating the fair value of these investments involved a high degree of subjective auditor judgment. 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. 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. 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. 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:
• 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,
• 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.
/s/ KPMG LLP
We have served as the Company’s auditor since 2004.
Denver, Colorado
February 18, 2025
II-42
LIBERTY GLOBAL LTD.
CONSOLIDATED BALANCE SHEETS
December 31,
2024 2023
in millions
ASSETS
Current assets:
Cash and cash equivalents $ 1,816.3 $ 1,410.1
Trade receivables, net (note 3)
449.8 404.3
Short-term investments (measured at fair value on a recurring basis) (note 7)
335.6 1,990.5
Derivative instruments (note 8)
287.0 235.6
Current assets of discontinued operations (note 6)
— 1,197.6
Other current assets (notes 4 and 7)
411.6 403.5
Total current assets 3,300.3 5,641.6
Investments and related notes receivable (including $ 2,907.7 million and $ 3,390.4 million, respectively, measured at fair value on a recurring basis) (note 7)
11,688.0 13,335.8
Property and equipment, net (notes 10 and 12)
4,326.0 4,353.9
Goodwill (note 10)
3,152.6 3,308.3
Intangible assets subject to amortization, net (note 10)
1,290.4 673.6
Long-term assets of discontinued operations (note 6)
— 13,143.1
Other assets, net (notes 4, 8, 12 and 13)
1,682.4 1,631.6
Total assets $ 25,439.7 $ 42,087.9
The accompanying notes are an integral part of these consolidated financial statements.
II-43
LIBERTY GLOBAL LTD.
CONSOLIDATED BALANCE SHEETS — (Continued)
December 31,
2024 2023
in millions
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable $ 371.2 $ 407.5
Deferred revenue (note 4)
285.3 169.8
Derivative instruments (note 8)
147.9 212.7
Current portion of debt and finance lease obligations (notes 11 and 12)
898.5 428.9
Accrued capital expenditures 226.5 149.8
Accrued income taxes 272.5 263.5
Current liabilities of discontinued operations (note 6)
— 1,744.8
Other accrued and current liabilities (note 12)
932.0 955.8
Total current liabilities 3,133.9 4,332.8
Long-term debt and finance lease obligations (notes 11 and 12)
8,202.5 8,839.7
Long-term operating lease liabilities (note 12)
677.5 680.0
Long-term liabilities of discontinued operations (note 6)
— 8,360.9
Other long-term liabilities (notes 4, 8, 13 and 16)
881.5 867.1
Total liabilities 12,895.4 23,080.5
Commitments and contingencies (notes 8, 11, 12, 13, 16 and 18)
Equity (note 14):
Liberty Global shareholders:
Class A common shares, $ 0.01 nominal value. Issued and outstanding 173,046,371 and 171,463,760 shares, respectively
1.7 1.7
Class B common shares, $ 0.01 nominal value. Issued and outstanding 12,968,658 and 12,988,658 shares, respectively
0.1 0.1
Class C common shares, $ 0.01 nominal value. Issued and outstanding 162,710,787 and 198,153,613 shares, respectively
1.6 2.0
Additional paid-in capital 777.0 1,322.6
Accumulated earnings 12,242.6 15,566.0
Accumulated other comprehensive earnings (loss), net of taxes ( 657.0 ) 2,170.3
Treasury shares, at cost ( 0.1 ) ( 0.1 )
Total Liberty Global shareholders 12,365.9 19,062.6
Noncontrolling interests 178.4 ( 55.2 )
Total equity 12,544.3 19,007.4
Total liabilities and equity $ 25,439.7 $ 42,087.9
The accompanying notes are an integral part of these consolidated financial statements.
II-44
LIBERTY GLOBAL LTD.
CONSOLIDATED STATEMENTS OF OPERATIONS
Year ended December 31,
2024 2023 2022
in millions, except per share amounts
Revenue (notes 4, 6, 7 and 19)
$ 4,341.9 $ 4,115.8 $ 4,017.5
Operating costs and expenses (exclusive of depreciation and amortization, shown separately below):
Programming and other direct costs of services (note 12)
1,450.7 1,285.5 1,066.3
Other operating (notes 12 and 15)
761.1 765.5 679.6
Selling, general and administrative ( SG&A ) (notes 12 and 15)
1,138.6 1,119.2 1,005.8
Depreciation and amortization (note 10)
1,002.0 1,216.4 1,093.6
Impairment, restructuring and other operating items, net (note 12)
49.6 43.0 62.3
4,402.0 4,429.6 3,907.6
Operating income (loss) ( 60.1 ) ( 313.8 ) 109.9
Non-operating income (expense):
Interest expense ( 574.7 ) ( 505.0 ) ( 300.9 )
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
Realized and unrealized losses due to changes in fair values of certain investments, net (notes 7 and 9)
( 28.4 ) ( 556.6 ) ( 317.0 )
Share of results of affiliates, net (note 7)
( 205.6 ) ( 2,018.4 ) ( 1,268.3 )
Gain on sale of All3Media (note 7)
242.9 — —
Gain associated with the Formula E Acquisition (note 5)
190.7 — —
Gain associated with the Telenet Wyre Transaction (note 5)
— 377.8 —
Gain on Telenet Tower Sale (note 6)
— — 700.5
Other income, net 201.8 211.4 101.0
1,898.4 ( 3,132.2 ) 1,068.5
Earnings (loss) from continuing operations before income taxes 1,838.3 ( 3,446.0 ) 1,178.4
Income tax benefit (expense) (note 13)
30.8 ( 213.1 ) ( 406.7 )
Earnings (loss) from continuing operations 1,869.1 ( 3,659.1 ) 771.7
Discontinued operations (note 6):
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
( 223.2 ) ( 214.7 ) 1,214.6
Net earnings (loss) 1,645.9 ( 3,873.8 ) 1,986.3
Net earnings attributable to noncontrolling interests ( 57.9 ) ( 177.9 ) ( 513.1 )
Net earnings (loss) attributable to Liberty Global shareholders
$ 1,588.0 $ ( 4,051.7 ) $ 1,473.2
Basic earnings (loss) attributable to Liberty Global shareholders per share (note 3):
Continuing operations $ 4.94 $ ( 9.02 ) $ 0.53
Discontinued operations (note 6)
( 0.61 ) ( 0.50 ) 2.48
$ 4.33 $ ( 9.52 ) $ 3.01
Diluted earnings (loss) attributable to Liberty Global shareholders per share (note 3):
Continuing operations $ 4.82 $ ( 9.02 ) $ 0.52
Discontinued operations (note 6)
( 0.59 ) ( 0.50 ) 2.44
$ 4.23 $ ( 9.52 ) $ 2.96
The accompanying notes are an integral part of these consolidated financial statements.
II-45
LIBERTY GLOBAL LTD.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
Year ended December 31,
2024 2023 2022
in millions
Net earnings (loss) $ 1,645.9 $ ( 3,873.8 ) $ 1,986.3
Other comprehensive earnings (loss), net of taxes (note 17):
Continuing operations:
Foreign currency translation adjustments ( 2,563.2 ) 1,210.1 ( 3,100.6 )
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 )
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 )
Comprehensive loss ( 903.7 ) ( 2,217.7 ) ( 1,390.3 )
Comprehensive earnings attributable to noncontrolling interests ( 57.9 ) ( 177.1 ) ( 515.3 )
Comprehensive loss attributable to Liberty Global shareholders
$ ( 961.6 ) $ ( 2,394.8 ) $ ( 1,905.6 )
The accompanying notes are an integral part of these consolidated financial statements.
II-46
LIBERTY GLOBAL LTD.
CONSOLIDATED STATEMENTS OF EQUITY
Liberty Global shareholders Non-controlling
interests Total
equity
Common shares Additional
paid-in
capital Accumulated
earnings Accumulated
other
comprehensive
earnings,
net of taxes Treasury shares,
at cost Total Liberty Global
shareholders
Class A Class B Class C
in millions
Balance at January 1, 2022
$ 1.8 $ 0.1 $ 3.4 $ 3,893.0 $ 18,144.5 $ 3,892.2 $ ( 0.1 ) $ 25,934.9 $ ( 336.9 ) $ 25,598.0
Net earnings — — — — 1,473.2 — — 1,473.2 513.1 1,986.3
Other comprehensive loss, net of taxes (note 17)
— — — — — ( 3,378.8 ) — ( 3,378.8 ) 2.2 ( 3,376.6 )
Repurchases and cancellations of Liberty Global common shares (note 14)
— — ( 0.7 ) ( 1,701.9 ) — — — ( 1,702.6 ) — ( 1,702.6 )
Share-based compensation (note 15)
— — — 171.1 — — — 171.1 — 171.1
Dividend distributions by subsidiaries to noncontrolling interest owners (note 14)
— — — — — — — — ( 66.3 ) ( 66.3 )
Repurchases by Telenet of its outstanding shares
— — — ( 28.0 ) — — — ( 28.0 ) 3.1 ( 24.9 )
Adjustments due to changes in subsidiaries’ equity and other, net — — — ( 33.4 ) — — — ( 33.4 ) 21.8 ( 11.6 )
Balance at December 31, 2022
$ 1.8 $ 0.1 $ 2.7 $ 2,300.8 $ 19,617.7 $ 513.4 $ ( 0.1 ) $ 22,436.4 $ 137.0 $ 22,573.4
The accompanying notes are an integral part of these consolidated financial statements.
II-47
LIBERTY GLOBAL LTD.
CONSOLIDATED STATEMENTS OF EQUITY — (Continued)
Liberty Global shareholders Non-controlling
interests Total
equity
Common shares Additional
paid-in
capital Accumulated earnings Accumulated
other
comprehensive
earnings,
net of taxes Treasury shares,
at cost Total Liberty Global
shareholders
Class A Class B Class C
in millions
Balance at January 1, 2023
$ 1.8 $ 0.1 $ 2.7 $ 2,300.8 $ 19,617.7 $ 513.4 $ ( 0.1 ) $ 22,436.4 $ 137.0 $ 22,573.4
Net earnings — — — — ( 4,051.7 ) — — ( 4,051.7 ) 177.9 ( 3,873.8 )
Other comprehensive loss, net of taxes (note 17)
— — — — — 1,656.9 — 1,656.9 ( 0.8 ) 1,656.1
Repurchases and cancellations of Liberty Global common shares (note 14)
— — ( 0.7 ) ( 1,505.2 ) — — — ( 1,505.9 ) — ( 1,505.9 )
Impact of the Telenet Wyre Transaction (note 5)
— — — 708.2 — — — 708.2 329.3 1,037.5
Impact of the Telenet Takeover Bid (note 14)
— — — ( 341.5 ) — — — ( 341.5 ) ( 652.2 ) ( 993.7 )
Share-based compensation (note 15)
— — — 183.5 — — — 183.5 — 183.5
Dividend distributions by subsidiaries to noncontrolling interest owners (note 14)
— — — — — — — — ( 47.3 ) ( 47.3 )
Adjustments due to changes in subsidiaries’ equity and other, net ( 0.1 ) — — ( 23.2 ) — — — ( 23.3 ) 0.9 ( 22.4 )
Balance at December 31, 2023
$ 1.7 $ 0.1 $ 2.0 $ 1,322.6 $ 15,566.0 $ 2,170.3 $ ( 0.1 ) $ 19,062.6 $ ( 55.2 ) $ 19,007.4
The accompanying notes are an integral part of these consolidated financial statements.
II-48
LIBERTY GLOBAL LTD.
CONSOLIDATED STATEMENTS OF EQUITY — (Continued)
Liberty Global shareholders Non-controlling
interests Total
equity
Common shares Additional
paid-in
capital Accumulated
earnings Accumulated
other
comprehensive
earnings (loss),
net of taxes Treasury shares,
at cost Total Liberty Global
shareholders
Class A Class B Class C
in millions
Balance at January 1, 2024
$ 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
Net earnings — — — — 1,588.0 — — 1,588.0 57.9 1,645.9
Other comprehensive loss, net of taxes (note 17)
— — — — — ( 2,549.6 ) — ( 2,549.6 ) — ( 2,549.6 )
Impact of the Spin-off (notes 6 and 17)
— — — — ( 4,911.4 ) ( 277.7 ) — ( 5,189.1 ) ( 23.6 ) ( 5,212.7 )
Repurchases and cancellations of Liberty Global common shares (note 14)
— — ( 0.4 ) ( 678.1 ) — — — ( 678.5 ) — ( 678.5 )
Impact of the Formula E Acquisition (note 5)
— — — — — — — — 197.9 197.9
Share-based compensation (note 15)
— — — 150.9 — — — 150.9 — 150.9
Adjustments due to changes in subsidiaries’ equity and other, net
— — — ( 18.4 ) — — — ( 18.4 ) 1.4 ( 17.0 )
Balance at December 31, 2024
$ 1.7 $ 0.1 $ 1.6 $ 777.0 $ 12,242.6 $ ( 657.0 ) $ ( 0.1 ) $ 12,365.9 $ 178.4 $ 12,544.3
The accompanying notes are an integral part of these consolidated financial statements.
II-49
LIBERTY GLOBAL LTD.
CONSOLIDATED STATEMENTS OF CASH FLOWS
Year ended December 31,
2024 2023 2022
in millions
Cash flows from operating activities:
Net earnings (loss) $ 1,645.9 $ ( 3,873.8 ) $ 1,986.3
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
Adjustments to reconcile earnings (loss) from continuing operations to net cash provided by operating activities of continuing operations:
Share-based compensation expense 168.3 204.8 163.2
Depreciation and amortization 1,002.0 1,216.4 1,093.6
Impairment, restructuring and other operating items, net 49.6 43.0 62.3
Amortization of deferred financing costs and non-cash interest 64.8 60.0 25.4
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 )
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
Gain on sale of All3Media
( 242.9 ) — —
Gain associated with the Formula E Acquisition
( 190.7 ) — —
Gain associated with the Telenet Wyre Transaction
— ( 377.8 ) —
Gain on Telenet Tower Sale
— — ( 700.5 )
Changes in operating assets and liabilities, net of the effects of acquisitions and dispositions:
Receivables and other operating assets 410.5 593.4 199.5
Payables and accruals ( 303.0 ) ( 681.4 ) ( 128.0 )
Dividend distributions received from the VMO2 JV
329.3 427.6 454.6
Dividend distributions received from the VodafoneZiggo JV
65.0 110.2 266.6
Net cash provided by operating activities of continuing operations 1,331.2 1,199.3 1,900.2
Net cash provided by operating activities of discontinued operations 701.7 966.6 937.6
Net cash provided by operating activities $ 2,032.9 $ 2,165.9 $ 2,837.8
The accompanying notes are an integral part of these consolidated financial statements.
II-50
LIBERTY GLOBAL LTD.
CONSOLIDATED STATEMENTS OF CASH FLOWS — (Continued)
Year ended December 31,
2024 2023 2022
in millions
Cash flows from investing activities:
Cash received from the sale of investments $ 4,527.5 $ 6,988.6 $ 9,213.3
Cash paid for investments ( 2,876.6 ) ( 8,130.9 ) ( 9,397.3 )
Capital expenditures, net ( 908.5 ) ( 921.9 ) ( 891.3 )
Cash received in connection with the sale of All3Media
411.7 — —
Dividend distributions received from the VMO2 JV
206.4 815.2 477.9
Cash paid in connection with the Formula E Acquisition, net of cash acquired
( 199.1 ) — —
Cash received in connection with the sale of UPC Poland
— — 1,553.3
Cash received in connection with the Telenet Tower Sale
— — 779.9
Other investing activities, net ( 15.9 ) ( 31.2 ) ( 23.3 )
Net cash provided (used) by investing activities of continuing operations 1,145.5 ( 1,280.2 ) 1,712.5
Net cash used by investing activities of discontinued operations ( 460.8 ) ( 564.8 ) ( 431.5 )
Net cash provided (used) by investing activities 684.7 ( 1,845.0 ) 1,281.0
Cash flows from financing activities:
Borrowings of debt 203.7 3,167.0 4.7
Operating-related vendor financing additions 372.3 346.2 369.3
Repayments and repurchases of debt and finance lease obligations:
Debt (excluding vendor financing) ( 25.5 ) ( 1,005.4 ) ( 27.4 )
Principal payments on operating-related vendor financing ( 363.7 ) ( 376.2 ) ( 408.4 )
Principal payments on capital-related vendor financing ( 114.0 ) ( 119.3 ) ( 120.7 )
Principal payments on finance leases ( 5.6 ) ( 21.0 ) ( 59.0 )
Repurchases of Liberty Global common shares
( 689.8 ) ( 1,494.7 ) ( 1,703.4 )
Cash and cash equivalents and restricted cash contributed to Sunrise in connection with the Spin-off
( 128.4 ) — —
Dividend distributions by subsidiaries to noncontrolling interest owners ( 0.4 ) ( 46.9 ) ( 61.1 )
Acquisition of shares in connection with the Telenet Takeover Bid
— ( 985.7 ) —
Other financing activities, net ( 54.8 ) ( 59.2 ) ( 89.4 )
Net cash used by financing activities of continuing operations ( 806.2 ) ( 595.2 ) ( 2,095.4 )
Net cash used by financing activities of discontinued operations ( 1,443.9 ) ( 97.2 ) ( 1,180.6 )
Net cash used by financing activities $ ( 2,250.1 ) $ ( 692.4 ) $ ( 3,276.0 )
The accompanying notes are an integral part of these consolidated financial statements.
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LIBERTY GLOBAL LTD.
CONSOLIDATED STATEMENTS OF CASH FLOWS — (Continued)
Year ended December 31,
2024 2023 2022
in millions
Effect of exchange rate changes on cash and cash equivalents and restricted cash:
Continuing operations $ ( 64.0 ) $ 57.9 $ ( 26.0 )
Discontinued operations ( 4.1 ) 4.1 ( 1.7 )
Total ( 68.1 ) 62.0 ( 27.7 )
Net increase (decrease) in cash and cash equivalents and restricted cash:
Continuing operations 1,606.5 ( 618.2 ) 1,491.3
Discontinued operations ( 1,207.1 ) 308.7 ( 676.2 )
Total 399.4 ( 309.5 ) 815.1
Cash and cash equivalents and restricted cash:
Beginning of year 1,422.9 1,732.4 917.3
Net increase (decrease) 399.4 ( 309.5 ) 815.1
End of year $ 1,822.3 $ 1,422.9 $ 1,732.4
Cash paid for interest:
Continuing operations $ 514.3 $ 479.8 $ 263.7
Discontinued operations 378.1 405.4 283.7
Total $ 892.4 $ 885.2 $ 547.4
Net cash paid for taxes:
Continuing operations $ 195.2 $ 499.0 $ 154.7
Discontinued operations 1.3 ( 4.7 ) 17.0
Total $ 196.5 $ 494.3 $ 171.7
Details of end of year cash and cash equivalents and restricted cash:
Cash and cash equivalents $ 1,816.3 $ 1,410.1 $ 1,723.7
Restricted cash included in other current assets and other assets, net 6.0 5.4 5.5
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
The accompanying notes are an integral part of these consolidated financial statements.
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LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements
December 31, 2024, 2023 and 2022
(1) Basis of Presentation
Liberty Global Ltd. ( Liberty Global ) is an international provider of broadband internet, video, fixed-line telephony and mobile communications services to residential customers and businesses in Europe.
As a result of a series of mergers that were completed on June 7, 2013, Liberty Global plc became the publicly-held parent company of the successors by merger of Liberty Global, Inc. (the predecessor to Liberty Global plc) and Virgin Media Inc. ( Virgin Media ). On November 23, 2023, Liberty Global plc completed a statutory scheme of arrangement, pursuant to which a new Bermudan company, Liberty Global Ltd., became the sole shareholder of Liberty Global plc and the parent entity of the entire group of Liberty Global companies (the Redomiciliation ). The Redomiciliation resulted in the Liberty Global group parent company changing its jurisdiction of incorporation from England and Wales to Bermuda. In this Annual Report on Form 10-K, the terms “we”, “our”, “our company” and “us” may refer, as the context requires, to Liberty Global (or its predecessors) or collectively to Liberty Global (or its predecessors) and its subsidiaries and any of its joint ventures.
Our continuing operations comprise businesses that provide residential and business-to-business ( B2B ) communications services in (i) 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 : 50 joint venture (the VMO2 JV ) with Telefónica SA ( Telefónica ), which provides residential and B2B communication services in the United Kingdom ( U.K. ), and (b) a 50 : 50 joint venture (the VodafoneZiggo JV ) with Vodafone Group plc ( Vodafone ), which provides residential and B2B communication services in the Netherlands.
We 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.
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. ( Formula E ).
In October 2023, we completed the Telenet Takeover Bid (as defined and described in note 14), pursuant to which we increased our ownership interest in Telenet to 100 %.
Through November 7, 2024, we provided residential and B2B communications services in Switzerland through Sunrise. In addition, through March 31, 2022, we provided residential and B2B communications services in Poland ( UPC Poland ). 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.
These consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States ( GAAP ). Unless otherwise indicated, the amounts presented in these notes relate only to our continuing operations, and ownership percentages and convenience translations into United States ( U.S. ) dollars are calculated as of December 31, 2024.
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LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2024, 2023 and 2022
(2) Accounting Changes and Recent Accounting Pronouncements
Accounting Changes
ASU 2023-07
In November 2023, the Financial Accounting Standards Board (the FASB ) issued Accounting Standards Update ( ASU ) ASU No. 2023-07, Improvements to Reportable Segment Disclosures ( ASU 2023-07 ), which aims to improve reportable segment disclosure requirements, primarily through enhanced disclosures regarding significant segment expenses. ASU 2023-07 requires public companies to disclose, on an annual and interim basis, significant segment expenses that are regularly provided to the chief operating decision maker and included within each reported measure of segment profit or loss. ASU 2023-07 also requires a public entity to disclose, on an annual and interim basis for each reportable segment, an amount for other segment items and a description of its composition. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023 and is required to be applied on a retrospective basis. We adopted ASU 2023-07 on January 1, 2024 and the information presented in note 19 reflect the enhanced disclosures.
ASU 2022-04
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. We adopted ASU 2022-04 on January 1, 2023, and such adoption did not have a significant impact on our consolidated financial statements. For additional information regarding our vendor financing obligations, see note 11.
ASU 2021-08
In October 2021, the FASB issued ASU No. 2021-08, Accounting for Contract Assets and Contract Liabilities from Contracts with Customers ( ASU 2021-08 ), which requires contract assets and contract liabilities acquired in a business combination to be recognized and measured in accordance with Topic 606, Revenue from Contracts with Customers, as if the acquirer had originated the contracts. We adopted ASU 2021-08 on January 1, 2023. The main impact of the adoption of ASU 2021-08 is the recognition of contract assets and contract liabilities in business combinations at amounts generally consistent with the carrying value of such assets and liabilities of the acquiree immediately before the acquisition date.
ASU 2020-04
In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform : Facilitation of the Effects of Reference Rate Reform on Financial Reporting ( ASU 2020-04 ), which provides, for a limited time, optional expedients and exceptions for certain contract modifications that reference the London Interbank Offered Rate ( LIBOR ) or another reference rate expected to be discontinued. In December 2022, the FASB deferred the expiration date of ASU 2020-04 from December 31, 2022 to December 31, 2024. In accordance with the optional expedients in ASU 2020-04, we have modified all applicable debt agreements to replace LIBOR with another reference rate and applied the practical expedient to account for the modification as a continuation of the existing contract. The use of optional expedients in ASU 2020-04 has not had a significant impact on our consolidated financial statements to date. For additional information regarding our debt, see note 11.
Recent Accounting Pronouncements
ASU 2024-03
In November 2024, the FASB issued ASU No. 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. 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. ASU 2024-03 should be applied prospectively, however, retrospective application is permitted. We are currently evaluating the impact of ASU 2024-03 on our disclosures.
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LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2024, 2023 and 2022
ASU 2023-09
In December 2023, the FASB issued ASU No. 2023-09, Improvements to Income Tax Disclosures ( ASU 2023-09 ), which is intended to enhance the transparency of income tax matters within financial statements, providing stakeholders with a clearer understanding of tax positions and their associated risks and uncertainties. ASU 2023-09 requires public business entities to disclose, on an annual basis, specific categories in the rate reconciliation and provide additional information for reconciling items that meet a specific quantitative threshold. There is a further requirement that public business entities will need to disclose a tabular reconciliation, using both percentages and reporting currency amounts. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024. The adoption of ASU 2023-09 will result in modifications to our tax disclosures beginning in 2025.
ASU 2023-05
In August 2023, the FASB issued ASU No. 2023-05, Business Combinations – Joint Venture Formations: Recognition and Initial Measurement ( ASU 2023-05 ), which outlines updates to the formation of entities that meet the definition of a joint venture as defined by the FASB. ASU 2023-05 requires a joint venture to measure its assets and liabilities at fair value upon formation. ASU 2023-05 is effective prospectively for joint venture formations with a formation date on or after January 1, 2025. We do not expect ASU 2023-05 to have a significant impact on our consolidated financial statements.
(3) Summary of Significant Accounting Policies
Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Estimates and assumptions are used in accounting for, among other things, the valuation of acquisition-related assets and liabilities, deferred income taxes and related valuation allowances, loss contingencies, fair value measurements, impairment assessments, capitalization of internal costs associated with construction and installation activities and the development of internal-use software, useful lives of long-lived assets, share-based compensation and actuarial liabilities associated with certain benefit plans. Actual results could differ from those estimates.
Principles of Consolidation
The accompanying consolidated financial statements include our accounts and the accounts of all voting interest entities where we exercise a controlling financial interest through the ownership of a direct or indirect controlling voting interest and variable interest entities for which our company is the primary beneficiary. All significant intercompany accounts and transactions have been eliminated in consolidation.
Cash and Cash Equivalents and Restricted Cash
Cash equivalents consist of money market funds and other investments that are readily convertible into cash and have maturities of three months or less at the time of acquisition. We record money market funds at the net asset value as there are no restrictions on our ability, contractual or otherwise, to redeem our investments at the stated net asset value.
Restricted cash consists of cash held in restricted accounts, including cash held as collateral for debt and other compensating balances. Restricted cash amounts that are required to be used to purchase long-term assets or repay long-term debt are classified as long-term assets. All other cash that is restricted to a specific use is classified as current or long-term based on the expected timing of the disbursement.
Our significant non-cash investing and financing activities are disclosed in our consolidated statements of equity and in notes 6, 10 and 12.
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LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2024, 2023 and 2022
Cash Flow Statement
For purposes of our consolidated statements of cash flows, operating-related expenses financed by an intermediary are treated as constructive operating cash outflows and constructive financing cash inflows when the intermediary settles the liability with the vendor as there is no actual cash outflow until we pay the financing intermediary. When we pay the financing intermediary, we record financing cash outflows in our consolidated statements of cash flows. The capital expenditures we report in our consolidated statements of cash flows do not include amounts that are financed under capital-related vendor financing or finance lease arrangements. Instead, these amounts are reflected as non-cash additions to our property and equipment when the underlying assets are delivered and as repayments of debt when the principal is repaid.
Trade Receivables
Our trade receivables are reported net of an allowance for doubtful accounts. Such allowance aggregated $ 20.5 million and $ 21.6 million at December 31, 2024 and 2023, respectively. The allowance for doubtful accounts is based upon our current estimate of lifetime expected credit losses related to uncollectible accounts receivable. We use a number of factors in determining the allowance, including, among other things, collection trends, prevailing and anticipated economic conditions and specific customer credit risk. The allowance is maintained until either payment is received or the likelihood of collection is considered to be remote.
Concentration of credit risk with respect to trade receivables is limited due to the large number of residential and business customers. We also manage this risk by disconnecting services to customers whose accounts are delinquent.
Investments
We make elections, on an investment-by-investment basis, as to whether we measure our investments at fair value. Such elections are generally irrevocable. With the exception of those investments over which we exercise significant influence, we generally elect the fair value method. For those investments over which we exercise significant influence, we generally elect the equity method. We determine the appropriate classification of our investments in debt securities at the time of purchase based on the underlying nature and characteristics of each security. With the exception of our debt security in a leveraged structured note, all of our debt securities are classified as available for sale and are reported at fair value. Changes in fair value are reported in other comprehensive earnings or loss and, upon sale, are reported in realized and unrealized gains or losses due to changes in fair values of certain investments, net, in our consolidated statements of operations. Our debt security held in a leveraged structured note is accounted for at fair value and any change in fair value is reported in realized and unrealized gains or losses due to changes in fair values of certain investments, net, in our consolidated statements of operations.
Under the fair value method, investments are recorded at fair value and any changes in fair value are reported in realized and unrealized gains or losses due to changes in fair values of certain investments, net, in our consolidated statements of operations. All costs directly associated with the acquisition of an investment to be accounted for using the fair value method are expensed as incurred. In addition, any interest received on our debt securities is reported as interest income in our consolidated statements of operations.
Under the equity method, investments, originally recorded at cost, are adjusted to recognize our share of net earnings or losses of the affiliates as they occur rather than as dividend distributions are received, with our recognition of losses generally limited to the extent of our investment in, and advances and commitments to, the investee. The portion of the difference between our investment and our share of the net assets of the investee that represents goodwill is not amortized, but continues to be considered for impairment. Profits on transactions with equity affiliates for which assets remain on our or our investee’s balance sheet are eliminated to the extent of our ownership in the investee. All costs directly associated with the acquisition of an investment to be accounted for using the equity method are included in the carrying amount of the investment. For additional information regarding our fair value and equity method investments, see notes 7 and 9.
Dividend distributions from investees that are not accounted for under the equity method are recognized as dividend income in our consolidated statements of operations when the investee’s shares begin trading on an ex-dividend basis for publicly traded investees or when declared for privately held investees. Dividend distributions from our equity method investees are reflected as reductions in the carrying values of the applicable investments. Dividend distributions that are deemed to be (i) returns on our investments are included in cash flows from operating activities in our consolidated statements of cash
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LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2024, 2023 and 2022
flows and (ii) returns of our investments are included in cash flows from investing activities in our consolidated statements of cash flows.
We continually review all of our equity method investments to determine whether a decline in fair value below the cost basis is deemed other-than-temporary. The primary factors we consider in our determination are the extent and length of time that the fair value of the investment is below our company’s carrying value and the financial condition, operating performance and near-term prospects of the investee, changes in the stock price or valuation subsequent to the balance sheet date, and the impacts of exchange rates, if applicable. If the decline in fair value of an equity method investment is deemed to be other-than-temporary, the cost basis of the security is written down to fair value and the corresponding charge is reported in share of results of affiliates, net, in our consolidated statements of operations.
Realized gains and losses are determined on an average cost basis. Securities transactions are recorded on the trade date.
Financial Instruments
Due to the short maturities of cash and cash equivalents, restricted cash, short-term liquid investments, trade and other receivables, other current assets, accounts payable and other accrued and current liabilities, their respective carrying values approximate their respective fair values. For information concerning the fair values of certain of our investments, derivatives and debt, see notes 7, 8 and 11, respectively. For information regarding how we arrive at certain of our fair value measurements, see note 9.
Derivative Instruments
All derivative instruments, whether designated as hedging relationships or not, are recorded on the balance sheet at fair value. We generally 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. For additional information regarding our derivative instruments, see note 8.
Property and Equipment
Property and equipment are stated at cost less accumulated depreciation. We capitalize costs associated with the construction of new, or upgrades to existing, fixed and mobile transmission and distribution facilities, the installation of new fixed-line services and the development of internal-use software. Capitalized construction and installation costs include materials, labor and other directly attributable costs. Installation activities that are capitalized include (i) the initial connection (or drop) from our fixed-line system to a customer location, (ii) the replacement of a drop and (iii) the installation of equipment for new, or upgrades to existing, fixed-line services. The costs of other customer-facing activities, such as reconnecting and disconnecting customer locations and repairing or maintaining drops, are expensed as incurred. Interest capitalized with respect to construction activities was not material during any of the periods presented.
Capitalized internal-use software is included as a component of property and equipment. We capitalize internal and external costs directly associated with the development of internal-use software. We also capitalize costs associated with the purchase of software licenses. Maintenance and training costs, as well as costs incurred during the preliminary stage of an internal-use software development project, are expensed as incurred. Costs related to the development of entertainment- and connectivity-related software that we externally market, or plan to externally market, to third parties are expensed as incurred, as the time period between technological feasibility and product launch is generally limited in duration and the associated costs during said time period are not significant.
Depreciation is computed using the straight-line method over the estimated useful life of the underlying asset. Equipment under finance leases is amortized on a straight-line basis over the shorter of the lease term or estimated useful life of the asset. Useful lives used to depreciate our property and equipment are assessed periodically and are adjusted when warranted. The useful lives of fixed and mobile distribution systems that are undergoing a rebuild are adjusted such that property and
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LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2024, 2023 and 2022
equipment to be retired will be fully depreciated by the time the rebuild is completed. For additional information regarding the useful lives of our property and equipment, see note 10.
Additions, replacements and improvements that extend the asset life are capitalized. Repairs and maintenance are charged to operations.
We recognize a liability for asset retirement obligations in the period in which it is incurred if sufficient information is available to make a reasonable estimate of fair values. Asset retirement obligations may arise from the loss of rights of way that we obtain from local municipalities or other relevant authorities, as well as our obligations under certain lease arrangements to restore the property to its original condition at the end of the lease term. Given the nature of our operations, most of our rights of way and certain leased premises are considered integral to our business. Accordingly, for most of our rights of way and certain lease agreements, the possibility is remote that we will incur significant removal costs in the foreseeable future and, as such, we do not have sufficient information to make a reasonable estimate of fair value for these asset retirement obligations.
As of December 31, 2024 and 2023, the recorded value of our asset retirement obligations was $ 21.6 million and $ 22.5 million, respectively.
Intangible Assets
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. 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. Intangible assets with finite lives are amortized on a straight-line basis over their respective estimated useful lives to their estimated residual values.
For additional information regarding the useful lives of our intangible assets, see note 10.
Impairment of Property and Equipment and Intangible Assets
When circumstances warrant, we review the carrying amounts of our property and equipment and our intangible assets (other than goodwill) to determine whether such carrying amounts continue to be recoverable. Such changes in circumstance may include (i) an expectation of a sale or disposal of a long-lived asset or asset group, (ii) adverse changes in market or competitive conditions, (iii) an adverse change in legal factors or business climate in the markets in which we operate and (iv) operating or cash flow losses. For purposes of impairment testing, long-lived assets are grouped at the lowest level for which cash flows are largely independent of other assets and liabilities, generally at or below the reporting unit level (see below). If the carrying amount of the asset or asset group is greater than the expected undiscounted cash flows to be generated by such asset or asset group, an impairment adjustment is recognized. Such adjustment is measured by the amount that the carrying value of such asset or asset group exceeds its fair value. We generally measure fair value by considering (a) sale prices for similar assets, (b) discounted estimated future cash flows using an appropriate discount rate and/or (c) estimated replacement cost. Assets to be disposed of are recorded at the lower of their carrying amount or fair value less costs to sell.
We evaluate goodwill for impairment at least annually on October 1 and whenever facts and circumstances indicate that a reporting unit’s carrying amount may not be recoverable. We first make a qualitative assessment to determine if the goodwill may be impaired. If it is more-likely-than-not that a reporting unit’s fair value is less than its carrying value, we then compare the fair value of the reporting unit to its respective carrying amount. Any excess of the carrying amount over the fair value would be charged to operations as an impairment loss. A reporting unit is an operating segment or one level below an operating segment (referred to as a “component”).
Leases
For leases with a term greater than 12 months, we recognize on the lease commencement date (i) right-of-use ( ROU ) assets representing our right to use an underlying asset and (ii) lease liabilities representing our obligation to make lease payments over the lease term. Lease and non-lease components in a contract are generally accounted for separately.
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LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2024, 2023 and 2022
We initially measure lease liabilities at the present value of the remaining lease payments over the lease term. Options to extend or terminate the lease are included only when it is reasonably certain that we will exercise that option. As most of our leases do not provide enough information to determine an implicit interest rate, we generally use a portfolio level incremental borrowing rate in our present value calculation. We initially measure ROU assets at the value of the lease liability, plus any initial direct costs and prepaid lease payments, less any lease incentives received.
With respect to our finance leases, (i) ROU assets are generally depreciated on a straight-line basis over the shorter of the lease term or the useful life of the asset and (ii) interest expense on the lease liability is recorded using the effective interest method. Operating lease expense is recognized on a straight-line basis over the lease term. For leases with a term of 12 months or less (short-term leases), we do not recognize ROU assets or lease liabilities. Short-term lease expense is recognized on a straight-line basis over the lease term.
Income Taxes
Income taxes are accounted for under the asset and liability method. We recognize deferred tax assets and liabilities for the future tax consequences attributable to differences between the financial statement carrying amounts and income tax basis of assets and liabilities and the expected benefits of utilizing net operating loss and tax credit carryforwards, using enacted tax rates in effect for each taxing jurisdiction in which we operate for the year in which those temporary differences are expected to be recovered or settled. We recognize the financial statement effects of a tax position when it is more-likely-than-not, based on technical merits, that the position will be sustained upon examination. 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. 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. 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. 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. shareholder. We have elected to treat the tax effect of GILTI as a current-period expense when incurred. Interest and penalties related to income tax liabilities are included in income tax benefit or expense in our consolidated statements of operations.
For additional information regarding our income taxes, see note 13.
Foreign Currency Translation and Transactions
The reporting currency of our company is the U.S. dollar. The functional currency of our foreign operations generally is the applicable local currency for each foreign subsidiary and equity method investee. Assets and liabilities of foreign subsidiaries (including intercompany balances for which settlement is not anticipated in the foreseeable future) are translated at the spot rate in effect at the applicable reporting date. With the exception of certain material transactions, the amounts reported in our consolidated statements of operations are translated at the average exchange rates in effect during the applicable period. The resulting unrealized cumulative translation adjustment, net of applicable income taxes, is recorded as a component of accumulated other comprehensive earnings or loss in our consolidated statements of equity. With the exception of certain material transactions, the cash flows from our operations in foreign countries are translated at the average rate for the applicable period in our consolidated statements of cash flows. The impacts of material transactions generally are recorded at the applicable spot rates in our consolidated statements of operations and cash flows. The effect of exchange rates on cash balances held in foreign currencies are separately reported in our consolidated statements of cash flows.
Transactions denominated in currencies other than our or our subsidiaries’ functional currencies are recorded based on exchange rates at the time such transactions arise. Changes in exchange rates with respect to amounts recorded on our consolidated balance sheets related to these non-functional currency transactions result in transaction gains and losses that are reflected in our consolidated statements of operations as unrealized (based on the applicable period end exchange rates) or realized upon settlement of the transactions.
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LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2024, 2023 and 2022
Revenue Recognition
Service Revenue — Fixed Networks. We recognize revenue from the provision of broadband internet, video and fixed-line telephony services over our network to customers in the period the related services are provided, with the exception of revenue recognized pursuant to certain contracts that contain promotional discounts, as described below. Installation fees related to services provided over our network are generally deferred and recognized as revenue over the contractual period, or longer if the upfront fee results in a material renewal right.
Sale of Multiple Products and Services. We sell broadband internet, video, fixed-line telephony and, in most of our markets, mobile services to our customers in bundled packages at a rate lower than if the customer purchased each product on a standalone basis. Revenue from bundled packages generally is allocated proportionally to the individual products or services based on the relative standalone selling price for each respective product or service.
Mobile Revenue — General. Consideration from mobile contracts is allocated to the airtime service component and the handset component based on the relative standalone selling prices of each component. In markets where we offer handsets and airtime services in separate contracts entered into at the same time, we account for these contracts as a single contract.
Mobile Revenue — Airtime Services. We recognize revenue from mobile services in the period in which the related services are provided. Revenue from prepaid customers is deferred prior to the commencement of services and recognized as the services are rendered or usage rights expire.
Mobile Revenue — Handset Revenue. Revenue from the sale of handsets is recognized at the point in which the goods have been transferred to the customer. Some of our mobile handset contracts that permit the customer to take control of the handset upfront and pay for the handset in installments over a contractual period may contain a significant financing component. For contracts with terms of one year or more, we recognize any significant financing component as revenue over the contractual period using the effective interest method. We do not record the effect of a significant financing component if the contractual period is less than one year.
B2B Revenue. We defer upfront installation and certain nonrecurring fees received on B2B contracts where we maintain ownership of the installed equipment. The deferred fees are amortized into revenue on a straight-line basis, generally over the longer of the term of the arrangement or the expected period of performance. From time to time, we also enter into agreements with certain B2B customers pursuant to which they are provided the right to use certain elements of our network. If these agreements are determined to contain a lease that meets the criteria to be considered a sales-type lease, we recognize revenue from the lease component when control of the network element is transferred to the customer.
Other Revenue — Services. 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.
Other Revenue — Formula E Global Revenue. Formula E’s global revenue primarily comes from global sponsorship contracts, with additional contributions from fees paid by racing teams and broadcasting revenue. With the exception of global barter revenue, we recognize this global revenue on a pro rata basis by race event across the racing season. Any global barter revenue is recognized in the period in which the barter transaction occurs.
Other Revenue — Formula E Race Revenue. 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. 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. Incremental costs to obtain a contract with a customer, such as incremental sales commissions, are generally recognized as assets and amortized to SG&A expenses over the applicable period benefited, which generally is the contract life. If, however, the amortization period is less than one year, we expense such costs in the period incurred. Contract fulfillment costs, such as costs for installation activities for B2B customers, are recognized as assets and amortized to other
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December 31, 2024, 2023 and 2022
operating costs over the applicable period benefited, which is generally the substantive contract term for the related service contract.
Promotional Discounts. For subscriber promotions, such as discounted or free services during an introductory period, revenue is recognized uniformly over the contractual period if the contract has substantive termination penalties. If a contract does not have substantive termination penalties, revenue is recognized only to the extent of the discounted monthly fees charged to the subscriber, if any.
Subscriber Advance Payments. Payments received in advance for the services we provide are deferred and recognized as revenue when the associated services are provided.
Sales, Use and Other Value-Added Taxes. Revenue is recorded net of applicable sales, use and other value-added taxes ( VAT ).
For additional information regarding our revenue recognition and related costs, see note 4. For additional information regarding services provided to our affiliates, see note 7. For a disaggregation of our revenue by major category and by reportable and geographic segment, see note 19.
Programming Costs
Programming costs include (i) agreements to distribute channels to our customers, (ii) exhibition rights of programming content and (iii) sports rights.
Channel Distribution Agreements . Our channel distribution agreements are generally multi-year contracts for which we are charged either (i) variable rates based upon the number of subscribers or (ii) on a flat fee basis. Certain of our variable rate contracts require minimum guarantees. Programming costs under such arrangements are recorded in operating costs and expenses in our consolidated statement of operations when the programming is available for viewing.
Exhibition Rights. Our agreements for exhibition rights are generally multi-year license agreements for which we are typically charged either (i) a percentage of the revenue earned per program or (ii) a flat fee per program. The current and long-term portions of our exhibition rights acquired under licenses are recorded as other current assets and other assets, net, respectively, on our consolidated balance sheet when the license period begins and the program is available for its first showing. Capitalized exhibition rights are amortized based on the projected future showings of the content using a straight-line or accelerated method of amortization, as appropriate. Exhibition rights are regularly reviewed for impairment and held at the lower of unamortized cost or estimated net realizable value.
Sports Rights. Our sports rights agreements are generally multi-year contracts for which we are typically charged a flat fee per season. We typically pay for sports rights in advance of the respective season. The current and long-term portions of any payments made in advance of the respective season are recorded as other current assets and other assets, net, respectively, on our consolidated balance sheet and are amortized on a straight-line basis over the respective sporting season. Sports rights are regularly reviewed for impairment and held at the lower of unamortized cost or estimated net realizable value.
For additional information regarding our programming costs, see note 18.
Share-based Compensation
We recognize all share-based payments to employees, including grants of employee share-based incentive awards, based on their grant-date fair values and our estimates of forfeitures. We recognize share-based compensation expense as a charge to operations over the vesting period based on the grant-date fair value of outstanding awards, which may differ from the fair value of such awards on any given date. Our share of payroll taxes incurred in connection with the vesting or exercise of our share-based incentive awards is recorded as a component of share-based compensation expense in our consolidated statements of operations.
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Notes to Consolidated Financial Statements — (Continued)
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.
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.
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.
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.
Litigation Costs
Legal fees and related litigation costs are expensed as incurred.
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Notes to Consolidated Financial Statements — (Continued)
December 31, 2024, 2023 and 2022
Earnings or Loss per Share
Basic earnings or loss per share ( EPS ) is computed by dividing net earnings or loss by the weighted average number of shares outstanding for the period. Diluted EPS presents the dilutive effect, if any, on a per share basis of potential shares from share-based incentive awards as if they had been exercised, vested or converted at the beginning of the periods presented. For additional information regarding our share-based incentive awards, see note 15.
The details of our net earnings (loss) from continuing operations attributable to Liberty Global shareholders are set forth below:
Year ended December 31,
2024 2023 2022
in millions, except share amounts
Earnings (loss) from continuing operations $ 1,869.1 $ ( 3,659.1 ) $ 771.7
Net earnings from continuing operations attributable to noncontrolling interests ( 57.9 ) ( 177.9 ) ( 513.1 )
Net earnings (loss) from continuing operations attributable to Liberty Global shareholders
$ 1,811.2 $ ( 3,837.0 ) $ 258.6
Weighted average common shares outstanding (basic EPS computation)
366,731,510 425,679,037 489,555,582
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
Excluded potentially dilutive employee share-based incentive awards (b) 99,742,431 96,492,625 59,459,161
_______________
(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. Certain of our share incentive plans include performance and/or other features that result in the associated shares being contingently issuable. 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.
(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
Contract Balances
If we transfer goods or services to a customer but do not have an unconditional right to payment, we record a contract asset. Contract assets typically arise from the uniform recognition of introductory promotional discounts over the contract period and accrued revenue for handset sales. Our contract assets were $ 9.4 million and $ 8.1 million as of December 31, 2024 and 2023, respectively. The current and long-term portions of our contract asset balances are included within other current assets and other assets, net, respectively, on our consolidated balance sheets.
We record deferred revenue when we receive payment prior to transferring goods or services to a customer. We primarily defer revenue for (i) installation and other upfront services and (ii) other services that are invoiced prior to when services are provided. Our deferred revenue balances were $ 289.5 million and $ 172.5 million as of December 31, 2024 and 2023, respectively. 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.
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December 31, 2024, 2023 and 2022
Contract Costs
Our aggregate assets associated with incremental costs to obtain and fulfill our contracts were $ 1.2 million and $ 1.4 million at December 31, 2024 and 2023, respectively. The current and long-term portions of our assets related to contract costs are included within other current assets and other assets, net, respectively, on our consolidated balance sheets.
Unsatisfied Performance Obligations
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
Formula E Acquisition
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. Discovery, Inc. ( Warner Bros. Discovery ) and certain other minority shareholders, which increased our ownership interest in Formula E from 38.2 % to 65.6 % (the Formula E Acquisition ). The total purchase price for these additional shares totaled € 150.0 million ($ 165.7 million at the transaction date). We also acquired Warner Bros. Discovery’s € 50.0 million ($ 55.6 million at the transaction date) shareholder loan to Formula E upon closing of the transaction. Liberty Global began consolidating 100 % of Formula E’s results from the Formula E Acquisition Date.
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.
The following table summarizes the fair value of consideration transferred as part of the Formula E Acquisition (in millions):
Purchase consideration (a) $ 221.3
Fair value of pre-existing investment in Formula E (b)
$ 316.6
Fair value of the noncontrolling interest in Formula E (c)
$ 209.0
_______________
(a) Represents the total purchase consideration in connection with the Formula E Acquisition, which includes the shareholder loan acquired from Warner Bros. Discovery, as described above.
(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.
(c) Represents the fair value of the noncontrolling interest in Formula E as of the Formula E Acquisition Date.
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December 31, 2024, 2023 and 2022
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). These figures are subject to adjustment based on our final assessment of the fair values of the acquired identifiable assets and liabilities. 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.
Current assets (a) $ 104.1
Property and equipment, net 32.1
Intangible assets subject to amortization, net (b) 686.0
Other assets, net 23.4
Other accrued and current liabilities ( 167.5 )
Deferred tax liabilities ( 117.9 )
Other long-term liabilities ( 12.0 )
Total identifiable net assets $ 548.2
Goodwill (c) $ 198.7
_______________
(a) In connection with the Formula E Acquisition, we acquired $ 22.2 million of cash and cash equivalents, including restricted cash.
(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. As of the Formula E Acquisition Date, the weighted average useful life of Formula E’s intangible assets was approximately 33 years.
(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.
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. No income taxes were required to be provided on this gain.
Telenet Wyre Transaction
On July 1, 2023, pursuant to an agreement dated July 19, 2022, Telenet and Fluvius System Operator CV ( Fluvius ) created an independent infrastructure company ( Wyre ) within their combined geographic footprint in Belgium (the Telenet Wyre Transaction ). The companies each contributed certain cable infrastructure assets with Telenet and Fluvius 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. The final purchase price allocation was completed on June 30, 2024, which resulted in adjustments to certain of the preliminary amounts recorded. 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. 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.
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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.
Pro Forma Information
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. 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. 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. The pro forma adjustments are based on certain assumptions that we believe are reasonable.
Year ended December 31,
2024 2023
(unaudited)
Revenue (in millions) $ 4,589.4 $ 4,384.3
Net earnings (loss) from continuing operations attributable to Liberty Global shareholders (in millions) $ 1,791.5 $ ( 3,871.9 )
Basic earnings (loss) from continuing operations attributable to Liberty Global shareholders per share $ 4.89 $ ( 9.10 )
Diluted earnings (loss) from continuing operations attributable to Liberty Global shareholders per share $ 4.78 $ ( 9.10 )
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.
(6) Dispositions
Spin-off
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. No gain or loss has been recognized in connection with the Spin-off.
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 ). 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.
In connection with the Spin-off, we entered into several agreements with Sunrise (the Spin-off Agreements ). The following summarizes the material agreements:
• 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;
• 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;
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December 31, 2024, 2023 and 2022
• 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;
• 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. The terms of the services are for up to five years following the Spin-off, depending on the individual service elements. 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; and
• 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. 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.
During 2024, we recorded revenue of $ 24.4 million associated with these services, as specified in the services agreements outlined above.
UPC Poland
On April 1, 2022, we completed the sale of UPC Poland to a subsidiary of iliad S.A. ( iliad ). After considering debt and working capital adjustments (including cash disposed), we received net cash proceeds of Polish zloty 6,520.4 million ($ 1,553.3 million at the transaction date).
In connection with the sale of UPC Poland, we recognized a gain of $ 846.4 million, which includes a cumulative foreign currency translation gain of $ 10.9 million. No income taxes were required to be provided on this gain.
In connection with the sale of UPC Poland, we agreed to provide certain transitional services to iliad for a period of up to five years , depending on the service. These services principally comprise network and information technology-related functions. During 2024, 2023 and 2022, we recorded revenue of $ 37.1 million, $ 24.6 million and $ 26.6 million, respectively, associated with these transitional services.
Presentation of Discontinued Operations
The operations of the Sunrise Entities and UPC Poland are presented as discontinued operations in our consolidated financial statements for all applicable periods.
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Notes to Consolidated Financial Statements — (Continued)
December 31, 2024, 2023 and 2022
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). These amounts exclude intercompany assets and liabilities that are eliminated within our consolidated balance sheet.
Assets:
Current assets $ 1,197.6
Property and equipment, net 3,006.3
Goodwill 7,168.7
Intangible assets subject to amortization, net 1,380.0
Other assets 1,588.1
Total assets $ 14,340.7
Liabilities:
Current portion of debt and finance leases $ 377.9
Other accrued and current liabilities 1,366.9
Long-term debt and finance lease obligations (a) 6,119.4
Other long-term liabilities 2,241.5
Total liabilities $ 10,105.7
_______________
(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. 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.
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.
Year ended December 31,
2024 (a) 2023
in millions
Revenue $ 2,902.8 $ 3,375.6
Operating income $ 154.0 $ 69.3
Loss before income taxes $ ( 200.1 ) $ ( 278.2 )
Income tax benefit (expense) ( 23.1 ) 63.5
Net loss attributable to Liberty Global shareholders $ ( 223.2 ) $ ( 214.7 )
_______________
(a) Includes the operating results of the Sunrise Entities from January 1, 2024 to November 8, 2024, the date of the Spin-off.
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December 31, 2024, 2023 and 2022
The operating results of the Sunrise Entities and UPC Poland for 2022 are summarized in the following table. These amounts exclude intercompany revenue and expenses that are eliminated within our consolidated statement of operations.
Sunrise Entities UPC
Poland (a) Total
in millions
Revenue $ 3,178.2 $ 109.5 $ 3,287.7
Operating income $ 36.9 $ 45.0 $ 81.9
Earnings before income taxes $ 245.8 $ 43.9 $ 289.7
Income tax benefit (expense) 87.8 ( 9.3 ) 78.5
Net earnings attributable to Liberty Global shareholders $ 333.6 $ 34.6 $ 368.2
_______________
(a) Includes the operating results of UPC Poland from January 1, 2022 to April 1, 2022, the date UPC Poland was sold.
Telenet Tower Sale
On June 1, 2022, Telenet completed the sale of substantially all of their passive infrastructure and tower assets to DigitalBridge Investments LLC ( DigitalBridge ) (the Telenet Tower Sale ). After considering working capital adjustments, we received net cash proceeds of € 733.0 million ($ 779.9 million at the transaction date). Effective with the signing of the sale and purchase agreement on March 25, 2022, we began accounting for the associated assets and liabilities as held for sale and, accordingly, we ceased to depreciate or amortize these long-lived assets.
In connection with the completion of the Telenet Tower Sale, we recognized a gain of $ 700.5 million. No income taxes were required to be provided on this gain.
As part of the Telenet Tower Sale, Telenet entered into a master lease agreement to lease back the passive infrastructure and tower assets from DigitalBridge for an initial period of 15 years (the Telenet Tower Lease Agreement ). In connection with the Telenet Tower Lease Agreement, we recorded non-cash additions to our operating lease ROU assets of $ 615.1 million and a corresponding increase to our operating lease liabilities of the same amount.
In addition, as part of the Telenet Tower Lease Agreement, Telenet committed to lease back 475 build-to-suit sites over the term of the lease. As of December 31, 2024, the total U.S. 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.
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December 31, 2024, 2023 and 2022
(7) Investments
The details of our investments are set forth below:
December 31,
2024 2023 Ownership (a)
Accounting Method in millions %
Equity (b):
Long-term:
VMO2 JV
$ 6,501.4 $ 7,248.5 50.0
VodafoneZiggo JV (c)
1,738.4 2,055.4 50.0
AE Group Sàrl ( AtlasEdge JV ) (d)
339.5 250.8 48.6
Nexfibre Networks Limited ( nexfibre JV ) (e)
93.4 55.9 24.9
Formula E (f) — 99.1 —
All3Media Group ( All3Media ) (g)
— 144.2 —
Other 107.6 91.5
Total — equity 8,780.3 9,945.4
Fair value:
Short-term:
Separately-managed accounts ( SMAs ) (h)
335.6 1,990.5
Long-term:
Vodafone - subject to re-use rights (i)
1,141.5 1,168.1 5.2
EdgeConneX, Inc. ( EdgeConneX )
414.5 318.3 4.5
ITV plc ( ITV )
351.4 321.9 10.1
Televisa Univision, Inc. ( Televisa Univision )
314.8 388.3 6.4
SMAs (h)
97.5 285.6
Plume Design, Inc. ( Plume ) (j)
73.0 168.4 10.3
CANAL+ Polska S.A. ( CANAL+ Polska )
72.5 76.4 17.0
Lions Gate Entertainment Corp. ( Lionsgate )
53.4 69.6 2.8
Aviatrix Systems, Inc. ( Aviatrix )
31.0 55.5 4.3
Pax8, Inc. ( Pax8 ) (k)
— 100.3 —
Lacework, Inc. ( Lacework ) (l)
— 94.2 —
Other 358.1 343.8
Total — fair value 3,243.3 5,380.9
Total investments (m) $ 12,023.6 $ 15,326.3
Short-term investments $ 335.6 $ 1,990.5
Long-term investments $ 11,688.0 $ 13,335.8
_______________
(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. Accordingly, the carrying values of our equity method investments may not equal the respective fair values. At December 31, 2024 and 2023, the aggregate carrying amounts of our equity method investments exceeded our proportionate share of the
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December 31, 2024, 2023 and 2022
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.
(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 ). The VodafoneZiggo JV Receivables bear interest at a rate of 5.55 % and have a final maturity date of December 31, 2030. During 2024, interest accrued on the VodafoneZiggo JV Receivables was € 53.5 million ($ 55.4 million), all of which has been cash settled.
(d) Liberty Global owns a 50 % noncontrolling voting interest in the AtlasEdge JV.
(e) Liberty Global owns a 25 % noncontrolling voting interest in the nexfibre JV.
(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. For additional information regarding the Formula E Acquisition, see note 5.
(g) On May 16, 2024, Liberty Global, together with joint owner Warner Bros. Discovery, completed the sale of All3Media to RedBird IMI. 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. We recognized a gain on the sale of All3Media of £ 212.3 million ($ 242.9 million at the transaction date).
(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. 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.
(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. 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. At December 31, 2024 and 2023, the net fair value of our investment in Vodafone was $ 89.3 million and $ 115.5 million, respectively.
(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.
(k) We completed the sale of our investment in Pax8 during the fourth quarter of 2024.
(l) We completed the sale of our investment in Lacework during the third quarter of 2024.
(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.
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Notes to Consolidated Financial Statements — (Continued)
December 31, 2024, 2023 and 2022
Equity Method Investments
The following table sets forth the details of our share of results of affiliates, net:
Year ended December 31,
2024 2023 2022
in millions
VodafoneZiggo JV (a)
$ ( 69.3 ) $ ( 196.7 ) $ 241.2
AtlasEdge JV
( 40.9 ) ( 31.1 ) ( 23.3 )
Formula E (b)
( 29.1 ) ( 19.4 ) ( 20.2 )
VMO2 JV (c)
( 29.0 ) ( 1,723.1 ) ( 1,396.6 )
All3Media (d)
( 15.5 ) 4.0 ( 10.0 )
Streamz B.V. ( Streamz ) (e)
( 2.3 ) ( 6.9 ) ( 35.2 )
nexfibre JV
( 2.2 ) ( 34.7 ) 25.2
Eltrona Interdiffusion S.A. ( Eltrona ) (f)
— — ( 34.2 )
Other ( 17.3 ) ( 10.5 ) ( 15.2 )
Total $ ( 205.6 ) $ ( 2,018.4 ) $ ( 1,268.3 )
_______________
(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.
(b) Includes our share of results of Formula E prior to the Formula E Acquisition Date.
(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.
(d) We completed the sale of our investment in All3Media during the second quarter of 2024.
(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.
(f) On January 2, 2023, we completed our acquisition of a controlling interest in Eltrona and began consolidating Eltrona’s results from that date. The 2022 amount includes a charge of $ 32.5 million related to a decline in fair value below the cost basis of the investment that was deemed other-than-temporary during the fourth quarter.
VMO2 JV
Liberty Global and Telefónica (each a “ U.K. JV Shareholder ”) each hold 50 % of the issued share capital of the VMO2 JV . The U.K. JV Shareholders intend for the VMO2 JV to be funded solely from its net cash flows from operations and third-party financing. We account for our 50 % interest in the VMO2 JV as an equity method investment and consider the VMO2 JV to be a related party.
In connection with the formation of the VMO2 JV, the U.K. JV Shareholders entered into an agreement (the U.K. JV Shareholders Agreement ) that contains customary provisions for the governance of a 50 : 50 joint venture and provides Liberty Global and Telefónica with joint control over decision making with respect to the VMO2 JV.
The U.K. JV Shareholders Agreement also provides (i) for a dividend distribution policy that requires the VMO2 JV to distribute all unrestricted cash to the U.K. JV Shareholders on a pro rata basis (subject to the VMO2 JV maintaining a minimum
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December 31, 2024, 2023 and 2022
amount of cash and complying with the terms of its financing arrangements) and (ii) that the VMO2 JV will be managed with a leverage ratio between 4.0 and 5.0 times EBITDA (as calculated pursuant to its existing financing arrangements), with the VMO2 JV undertaking periodic recapitalizations and/or refinancings accordingly. During 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.
Each U.K. JV Shareholder has the right to initiate an initial public offering ( IPO ) of the VMO2 JV after the third anniversary of the closing, with the opportunity for the other U.K. JV Shareholder to sell shares in the IPO on a pro rata basis. Subject to certain exceptions, the U.K. JV Shareholders Agreement prohibits transfers of interests in the VMO2 JV to third parties until the fifth anniversary of the closing. After the fifth anniversary, each U.K. JV Shareholder will be able to initiate a sale of all of its interest in the VMO2 JV to a third party and, under certain circumstances, initiate a sale of the entire VMO2 JV; subject, in each case, to a right of first offer in favor of the other U.K. JV Shareholder.
Pursuant to an agreement (the U.K. JV Framework Agreement ), Liberty Global provides certain services to the VMO2 JV on a transitional or ongoing basis (collectively, the U.K. JV Services ). Pursuant to the terms of the U.K. JV Framework Agreement, the ongoing services will be provided through 2029 depending on the type of service, while transitional services will be provided for a period of no less than 12 months, after which both parties shall be entitled to terminate based on specified notice periods. The U.K. JV Services provided by Liberty Global consist primarily of (i) technology and other services and (ii) capital-related expenditures for assets that will be used by or will otherwise benefit the VMO2 JV. Liberty Global charges both fixed and variable fees to the VMO2 JV for the U.K. JV Services it provides during the term of the U.K. JV Framework Agreement. We recorded revenue related to the U.K. JV Services of $ 402.5 million, $ 190.1 million and $ 251.2 million during 2024, 2023 and 2022, respectively. At December 31, 2024 and 2023, $ 37.5 million and $ 18.6 million, respectively, was due from the VMO2 JV, primarily related to (a) the U.K. JV Services and (b) amounts incurred by Liberty Global for certain equipment and licenses purchased on behalf of the VMO2 JV. The amounts due from the VMO2 JV, which are periodically cash settled, are included in other current assets on our consolidated balance sheets.
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. 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. 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. The VMO2 LTIPs are liability classified as the final payout is a fixed monetary amount settled in a variable number of shares. At December 31, 2024, the estimated fair value of Liberty Global’s share of the payout under the VMO2 LTIPs was $ 40.5 million. As the VMO2 JV reimburses the U.K. 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. The impairments recorded primarily related to (i) a decline in projected cash flows resulting from the effects of the broader macroeconomic environment in the U.K., (ii) increases in the weighted average cost of capital (discount rate) under a market participant view and (iii) declines in comparable public company market valuations. Significant judgment was involved in these assessments, including (a) market participant estimates of the discount rates and (b) current earnings multiples of comparable public companies. Our 50 % share of the VMO2 JV’s goodwill impairment charges are reported in share of results of affiliates, net, in our consolidated statements of operations.
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LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2024, 2023 and 2022
The summarized results of operations of the VMO2 JV are set forth below:
Year ended December 31,
2024 2023 2022
in millions
Revenue $ 13,649.7 $ 13,574.1 $ 12,857.2
Earnings (loss) before income taxes $ 33.1 $ ( 3,728.8 ) $ ( 3,012.8 )
Net earnings (loss) $ 1.7 $ ( 3,438.6 ) $ ( 3,042.0 )
The summarized financial position of the VMO2 JV is set forth below:
December 31,
2024 2023
in millions
Current assets $ 5,404.0 $ 5,237.8
Long-term assets 41,247.5 42,801.6
Total assets $ 46,651.5 $ 48,039.4
Current liabilities $ 9,983.1 $ 9,465.8
Long-term liabilities 23,610.0 24,075.9
Owners’ equity 13,058.4 14,497.7
Total liabilities and owners’ equity $ 46,651.5 $ 48,039.4
VodafoneZiggo JV
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. We account for our 50 % interest in the VodafoneZiggo JV as an equity method investment and consider the VodafoneZiggo JV to be a related party.
In connection with the formation of the VodafoneZiggo JV, the NL JV Shareholders entered into an agreement (the NL Shareholders Agreement ) that contains customary provisions for the governance of a 50 : 50 joint venture and provides Liberty Global and Vodafone with joint control over decision making with respect to the VodafoneZiggo JV.
The NL Shareholders Agreement also provides (i) for a dividend distribution policy that requires the VodafoneZiggo JV to distribute all unrestricted cash to the NL JV Shareholders every two months (subject to the VodafoneZiggo JV maintaining a minimum amount of cash and complying with the terms of its financing arrangements) and (ii) that the VodafoneZiggo JV will be managed with a leverage ratio of between 4.5 and 5.0 times EBITDA (as calculated pursuant to its existing financing arrangements), with the VodafoneZiggo JV undertaking periodic recapitalizations and/or refinancings accordingly. During 2024, 2023 and 2022, we received dividend distributions from the VodafoneZiggo JV of $ 65.0 million, $ 110.2 million and $ 266.6 million, respectively, which were accounted for as returns on capital for purposes of our consolidated statements of cash flows.
Each NL JV Shareholder has the right to initiate an IPO of the VodafoneZiggo JV, with the opportunity for the other NL JV Shareholder to sell shares in the IPO on a pro rata basis. As of January 1, 2021, each NL JV Shareholder has the right to initiate a sale of all of its interest in the VodafoneZiggo JV to a third party and, under certain circumstances, initiate a sale of the entire VodafoneZiggo JV, subject, in each case, to a right of first offer in favor of the other NL JV Shareholder.
Pursuant to an agreement (the NL JV Framework Agreement ), Liberty Global provides certain services to the VodafoneZiggo JV (collectively, the NL JV Services ). The NL JV Services provided by Liberty Global consist primarily of (i) technology and other services and (ii) capital-related expenditures for assets that will be used by, or will otherwise benefit, the
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December 31, 2024, 2023 and 2022
VodafoneZiggo JV. Liberty Global charges both fixed and usage-based fees to the VodafoneZiggo JV for the NL JV Services provided during the term of the NL JV Framework Agreement. During 2024, 2023 and 2022, we recorded revenue from the VodafoneZiggo JV of $ 192.4 million, $ 191.9 million and $ 263.9 million, respectively, primarily related to (a) the NL JV Services and (b) the sale of customer premises equipment ( CPE ) to the VodafoneZiggo JV at a mark-up. At December 31, 2024 and 2023, $ 18.5 million and $ 24.2 million, respectively, was due from the VodafoneZiggo JV related to the aforementioned transactions. The amounts due from the VodafoneZiggo JV, which are periodically cash settled, are included in other current assets on our consolidated balance sheets.
The summarized results of operations of the VodafoneZiggo JV are set forth below:
Year ended December 31,
2024 2023 2022
in millions
Revenue $ 4,450.5 $ 4,450.5 $ 4,284.6
Earnings (loss) before income taxes $ ( 386.3 ) $ ( 614.6 ) $ 608.3
Net earnings (loss) $ ( 257.1 ) $ ( 510.0 ) $ 394.7
The summarized financial position of the VodafoneZiggo JV is set forth below:
December 31,
2024 2023
in millions
Current assets $ 1,551.7 $ 923.6
Long-term assets 17,074.3 18,790.5
Total assets
$ 18,626.0 $ 19,714.1
Current liabilities $ 2,566.4 $ 2,727.5
Long-term liabilities 14,385.1 14,795.2
Owners’ equity 1,674.5 2,191.4
Total liabilities and owners’ equity
$ 18,626.0 $ 19,714.1
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LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2024, 2023 and 2022
Fair Value Investments
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,
2024 2023 2022
in millions
EdgeConneX
$ 147.6 $ 122.3 $ 43.4
Plume
( 95.4 ) ( 77.8 ) ( 55.4 )
Lacework (a)
( 75.8 ) ( 148.6 ) ( 26.3 )
Vodafone
57.4 ( 362.4 ) —
Televisa Univision
( 52.1 ) ( 9.9 ) 23.1
ITV
46.9 ( 40.5 ) ( 233.9 )
SMAs
33.7 ( 26.4 ) ( 49.1 )
Pax8 (b)
( 27.9 ) 1.3 79.3
Aviatrix
( 24.5 ) ( 22.7 ) —
Lionsgate
( 16.2 ) 32.9 ( 69.2 )
Skillz Inc. ( Skillz ) (c)
— — ( 34.7 )
TiBiT Communications, Inc. ( TiBiT ) (d)
— — 26.4
Other, net ( 22.1 ) ( 24.8 ) ( 20.6 )
Total $ ( 28.4 ) $ ( 556.6 ) $ ( 317.0 )
_______________
(a) We completed the sale of our investment in Lacework during the third quarter of 2024.
(b) We completed the sale of our investment in Pax8 during the fourth quarter of 2024.
(c) We completed the sale of our investment in Skillz during the first quarter of 2023.
(d) We completed the sale of our investment in TiBiT during the fourth quarter of 2022.
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LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2024, 2023 and 2022
Debt Securities
The following tables set forth a summary of our debt securities recorded within SMAs at December 31, 2024 and 2023:
December 31, 2024
Amortized cost basis Accumulated unrealized gains Fair value
in millions
Commercial paper $ 72.0 $ ( 0.1 ) $ 71.9
Government bonds 129.4 0.4 129.8
Certificates of deposit 70.5 — 70.5
Corporate debt securities 66.4 0.2 66.6
Structured note (a) (a) (a) 88.0
Other debt securities 6.3 — 6.3
Total debt securities $ 344.6 $ 0.5 $ 433.1
_______________
(a) Amount represents an investment in a leveraged structured note issued by a third party investment bank, which is accounted for at fair value and classified within Level 2 of the fair value hierarchy. For further information regarding our fair value measurements, see note 9. The return on the leveraged structured note is based on changes in the fair value of a proportionate amount of debt issued by various Liberty Global consolidated subsidiaries and affiliates (including the VMO2 JV and the VodafoneZiggo JV). The proportionate amount of debt associated with the return on the leveraged structured note may change from time to time as a result of open market purchases, privately negotiated transactions, tender offers, exchange offers, redemptions or prepayments, in each case, completed by Liberty Global consolidated subsidiaries and affiliates. While the structured note itself contains leverage, our at-risk investment is the estimated fair value as reported. 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
Subsidiary:
Telenet
32.10 %
Affiliate:
VodafoneZiggo JV
33.90 %
Other (1) 34.00 %
Total 100.00 %
_______________
(1) Other represents cash proceeds from redemptions that remain invested in the leveraged structured note at December 31, 2024.
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LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2024, 2023 and 2022
December 31, 2023
Amortized cost basis Accumulated unrealized gains Fair value
in millions
Commercial paper $ 1,066.5 $ ( 0.1 ) $ 1,066.4
Government bonds 504.7 0.3 505.0
Certificates of deposit 373.1 0.1 373.2
Corporate debt securities 226.6 ( 0.1 ) 226.5
Structured note (a) (a) (a) 95.8
Other debt securities 9.2 — 9.2
Total debt securities $ 2,180.1 $ 0.2 $ 2,276.1
_______________
(a) Amount represents an investment in a leveraged structured note issued by a third-party investment bank, which is accounted for at fair value. At December 31, 2023, the proportionate amount of debt issued by Liberty Global consolidated subsidiaries and affiliates associated with the return on the leveraged structured note is summarized in the following table:
Proportion of debt associated with the return on the leveraged structured note
Subsidiary:
Sunrise (1)
32.91 %
Telenet
28.23 %
Affiliate:
VMO2 JV
31.49 %
VodafoneZiggo JV
7.37 %
Total 100.00 %
________________
(1) Following completion of the Spin-off, the Sunrise Entities are no longer considered subsidiaries or affiliates of Liberty Global. For additional information regarding the Spin-off, see note 6.
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.
The fair values of our debt securities as of December 31, 2024 by contractual maturity are shown below (in millions):
Due in one year or less $ 335.6
Due in one to five years 97.5
Total (a) $ 433.1
_______________
(a) The weighted average life of our total debt securities was 0.7 years as of December 31, 2024.
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LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2024, 2023 and 2022
Our investment portfolio is subject to various macroeconomic pressures and has experienced significant volatility, which affects both our non-public and publicly-traded investments. Changes in the fair values of these investments, including changes with respect to interest rates within our local jurisdictions, are likely to continue and could be significant.
(8) Derivative Instruments
In general, we enter into derivative instruments to protect against (i) increases in the interest rates on our variable-rate debt, (ii) foreign currency movements, particularly with respect to borrowings that are denominated in a currency other than the functional currency of the borrowing entity, and (iii) decreases in the market prices of certain publicly-traded securities that we own. In this regard, through our subsidiaries, we have entered into various derivative instruments to manage interest rate exposure and foreign currency exposure, primarily with respect to the U.S. dollar ( $ ), the euro ( € ) and the British pound sterling ( £ ). 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.
The following table provides details of the fair values of our derivative instrument assets and liabilities:
December 31, 2024 December 31, 2023
Current Long-term Total Current Long-term Total
in millions
Assets (a):
Cross-currency and interest rate derivative contracts (b)
$ 253.8 $ 369.4 $ 623.2 $ 235.3 $ 319.6 $ 554.9
Equity-related derivative instruments (c)
26.1 187.3 213.4 — 310.7 310.7
Foreign currency forward and option contracts
6.5 — 6.5 0.1 0.6 0.7
Other 0.6 0.2 0.8 0.2 — 0.2
Total $ 287.0 $ 556.9 $ 843.9 $ 235.6 $ 630.9 $ 866.5
Liabilities (a):
Cross-currency and interest rate derivative contracts (b)
$ 144.6 $ 38.5 $ 183.1 $ 163.0 $ 48.7 $ 211.7
Equity-related derivative instruments (c)
— — — 47.4 — 47.4
Foreign currency forward and option contracts
3.3 — 3.3 2.3 4.5 6.8
Total $ 147.9 $ 38.5 $ 186.4 $ 212.7 $ 53.2 $ 265.9
_______________
(a) Our long-term derivative assets and long-term derivative liabilities are included in other assets, net , and other long-term liabilities , respectively, on our consolidated balance sheets.
(b) We consider credit risk relating to our and our counterparties’ nonperformance in the fair value assessment of our derivative instruments. In all cases, the adjustments take into account offsetting liability or asset positions within each of our subsidiary borrowing groups (as defined and described in note 11). The changes in the credit risk valuation adjustments associated with our cross-currency and interest rate derivative contracts resulted in net gains (losses) of ($ 7.7 million), $ 8.4 million and ($ 33.8 million) during 2024, 2023 and 2022, respectively. 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. 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
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LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2024, 2023 and 2022
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.
The details of our realized and unrealized gains on derivative instruments, net, are as follows:
Year ended December 31,
2024 2023 2022
in millions
Cross-currency and interest rate derivative contracts $ 323.7 $ ( 186.2 ) $ 851.1
Equity-related derivative instruments ( 38.6 ) 258.5 —
Foreign currency forward and option contracts 30.0 6.1 3.9
Other 0.1 ( 0.1 ) ( 0.6 )
Total $ 315.2 $ 78.3 $ 854.4
The net cash received or paid related to our derivative instruments is classified as an operating, investing or financing activity in our consolidated statements of cash flows based on the objective of the derivative instrument and the classification of the applicable underlying cash flows. The following table sets forth the classification of the net cash inflows of our derivative instruments:
Year ended December 31,
2024 2023 2022
in millions
Operating activities $ 221.0 $ 202.7 $ 33.7
Investing activities 6.3 2.1 2.6
Financing activities 5.7 2.6 —
Total $ 233.0 $ 207.4 $ 36.3
Counterparty Credit Risk
We are exposed to the risk that the counterparties to the derivative instruments of our subsidiary borrowing groups will default on their obligations to us. We manage these credit risks through the evaluation and monitoring of the creditworthiness of, and concentration of risk with, the respective counterparties. In this regard, credit risk associated with our derivative instruments is spread across a relatively broad counterparty base of banks and financial institutions, however notwithstanding, given the size of our derivative portfolio, the default of certain counterparties could have a significant impact on our consolidated statements of operations. Collateral is generally not posted by either party under our derivative instruments. At December 31, 2024, our exposure to counterparty credit risk included derivative assets with an aggregate fair value of $ 442.4 million.
Each of our subsidiary borrowing groups have entered into derivative instruments under master agreements with each counterparty that contain master netting arrangements that are applicable in the event of early termination by either party to such derivative instrument. The master netting arrangements are limited to the derivative instruments governed by the relevant master agreement within each individual borrowing group and are independent of similar arrangements of our other subsidiary borrowing groups.
Under our derivative contracts, it is generally only the non-defaulting party that has a contractual option to exercise early termination rights upon the default of the other counterparty and to set off other liabilities against sums due upon such termination. However, in an insolvency of a derivative counterparty, under the laws of certain jurisdictions, the defaulting counterparty or its insolvency representatives may be able to compel the termination of one or more derivative contracts and trigger early termination payment liabilities payable by us, reflecting any mark-to-market value of the contracts for the counterparty. Alternatively, or in addition, the insolvency laws of certain jurisdictions may require the mandatory set off of amounts due under such derivative contracts against present and future liabilities owed to us under other contracts between us
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Notes to Consolidated Financial Statements — (Continued)
December 31, 2024, 2023 and 2022
and the relevant counterparty. Accordingly, it is possible that we may be subject to obligations to make payments, or may have present or future liabilities owed to us partially or fully discharged by set off as a result of such obligations, in the event of the insolvency of a derivative counterparty, even though it is the counterparty that is in default and not us. To the extent that we are required to make such payments, our ability to do so will depend on our liquidity and capital resources at the time. In an insolvency of a defaulting counterparty, we will be an unsecured creditor in respect of any amount owed to us by the defaulting counterparty, except to the extent of the value of any collateral we have obtained from that counterparty.
In addition, where a counterparty is in financial difficulty, under the laws of certain jurisdictions, the relevant regulators may be able to (i) compel the termination of one or more derivative instruments, determine the settlement amount and/or compel, without any payment, the partial or full discharge of liabilities arising from such early termination that are payable by the relevant counterparty, or (ii) transfer the derivative instruments to an alternative counterparty.
Details of our Derivative Instruments
Cross-currency 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. At December 31, 2024, substantially all of our debt was either directly or synthetically matched to the applicable functional currencies of the underlying operations. The following table sets forth the total notional amounts and the related weighted average remaining contractual lives of our cross-currency swap contracts at December 31, 2024:
Notional amount due from counterparty Notional amount due
to counterparty Weighted average remaining life
in millions in years
Telenet
$ 3,345.0 € 2,969.5 (a) 2.5
€ 45.2 $ 50.0 (b) 0.1
_______________
(a) Includes certain derivative instruments that are “forward-starting,” such that the initial exchange occurs at a date subsequent to December 31, 2024. These instruments are typically entered into in order to extend existing hedges without the need to amend existing contracts.
(b) Includes certain derivative instruments that do not involve the exchange of notional amounts at the inception and maturity of the instruments. Accordingly, the only cash flows associated with these derivative instruments are coupon-related payments and receipts.
Interest Rate Swap Contracts
The following table sets forth the total U.S. dollar equivalents of the notional amounts and the related weighted average remaining contractual lives of our interest rate swap contracts at December 31, 2024:
Pays fixed rate Receives fixed rate
Notional
amount Weighted average remaining life Notional
amount Weighted average remaining life
in millions in years in millions in years
Telenet
$ 3,499.2 (a) 3.4 $ 279.4 0.1
______________
(a) Includes forward-starting derivative instruments.
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Notes to Consolidated Financial Statements — (Continued)
December 31, 2024, 2023 and 2022
Interest Rate Swap Options
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 . At the transaction date, where we have bought the swaption, the strike rate of the contract was above the corresponding market rate. Where the bank has bought the swaption, the strike rate was below the corresponding market rate. The following table sets forth certain information regarding our swaptions at December 31, 2024:
Notional amount Underlying swap currency Weighted average option expiration period (a) Weighted average strike rate (b)
in millions in years
Telenet:
Buy position $ 1,448.9 € 1.2 3.0 %
Sell position $ 1,448.9 € 1.2 1.4 %
_______________
(a) Represents the weighted average period until the date on which we have the option to enter into the interest rate swap contracts.
(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.
Basis Swaps
Our basis swaps involve the exchange of attributes used to calculate our floating interest rates, including (i) the benchmark rate, (ii) the underlying currency and/or (iii) the borrowing period. We typically enter into these swaps to optimize our interest rate profile based on our current evaluations of yield curves, our risk management policies and other factors. The following table sets forth the total U.S. dollar equivalents of the notional amounts and related weighted average remaining contractual lives of our basis swap contracts at December 31, 2024:
Notional amount due from counterparty Weighted average remaining life
in millions in years
Telenet
$ 3,443.7 0.4
VM Ireland
$ 931.4 —
Interest Rate Caps, Floors and Collars
From time to time, we enter into interest rate cap, floor and collar agreements. Purchased interest rate caps and collars lock in a maximum interest rate if variable rates rise, but also allow our company to benefit, to a limited extent in the case of collars, from declines in market rates. Purchased interest rate floors protect us from interest rates falling below a certain level, generally to match a floating rate floor on a debt instrument. At December 31, 2024, we had no interest rate collar agreements, and the total U.S. dollar equivalents of the notional amounts of our purchased interest rate caps and floors were $ 0.9 billion and $ 1.1 billion, respectively.
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Notes to Consolidated Financial Statements — (Continued)
December 31, 2024, 2023 and 2022
Impact of Derivative Instruments on Borrowing Costs
The impact of the derivative instruments that mitigate our foreign currency and interest rate risk, as described above, on our borrowing costs is as follows:
Decrease to
borrowing costs at December 31, 2024 (a)
VM Ireland ( 2.55 ) %
Telenet ( 2.13 ) %
Total decrease to borrowing costs ( 2.19 ) %
_______________
(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
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. dollar equivalent of the notional amounts of our foreign currency forward and option contracts was $ 562.7 million.
Equity-related Derivative Instruments
Vodafone Collar and Vodafone Collar Loan. As part of the Vodafone Collar Transaction, on February 11, 2023, we entered into the Vodafone Collar with respect to all 1,335 million of our Vodafone 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. The Vodafone Collar effectively hedges the value of our investment in Vodafone shares from potential losses due to market price decreases below the put option price while retaining a portion of the gains from market price increases up to the call option price. For additional information regarding our investment in Vodafone, see note 7.
The Vodafone Collar Transaction also provided us with the ability to effectively finance the purchase of the Vodafone shares. In this regard, on February 11, 2023, we borrowed € 1,143.6 million ($ 1,219.8 million at the transaction date) under the Vodafone Collar Loan. At December 31, 2024, borrowings under the Vodafone Collar Loan were collateralized by our Vodafone shares. The Vodafone Collar Loan has a face value of € 1,258.0 million ($ 1,341.8 million at the transaction date) and was issued at a discount of € 114.4 million ($ 122.0 million at the transaction date) with a zero coupon rate and an average implied yield of 295 basis points ( 2.95 %). The Vodafone Collar Loan has settlement dates from July 2025 to December 2026, contains no financial covenants and provides for customary representations and warranties, events of default and certain adjustment and termination events. Under the terms of the Vodafone Collar, the counterparty has the right to re-use the pledged Vodafone shares, but we have the right to recall the shares that are re-used by the counterparty subject to certain costs. In addition, we will retain a portion of the dividends on the Vodafone shares, dependent on the value of the collar on the ex-dividend date.
(9) Fair Value Measurements
We use the fair value method to account for (i) certain of our investments and (ii) our derivative instruments. The reported fair values of these investments and derivative instruments as of December 31, 2024 are unlikely to represent the value that will be paid or received upon the ultimate settlement or disposition of these assets and liabilities.
GAAP provides for a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. Level 1 inputs are quoted market prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 2 inputs are inputs other than quoted market prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 3 inputs are unobservable inputs
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Notes to Consolidated Financial Statements — (Continued)
December 31, 2024, 2023 and 2022
for the asset or liability. We record transfers of assets or liabilities into or out of Levels 1, 2 or 3 at the beginning of the quarter during which the transfer occurred. During 2024, no material transfers were made.
All of our Level 2 inputs (interest rate futures, swap rates and certain of the inputs for our weighted average cost of capital calculations) and certain of our Level 3 inputs (forecasted volatilities and credit spreads) are obtained from pricing services. These inputs, or interpolations or extrapolations thereof, are used in our internal models to calculate, among other items, yield curves, forward interest and currency rates and weighted average cost of capital rates. In the normal course of business, we receive market value assessments from the counterparties to our derivative contracts. Although we compare these assessments to our internal valuations and investigate unexpected differences, we do not otherwise rely on counterparty quotes to determine the fair values of our derivative instruments. The midpoints of applicable bid and ask ranges generally are used as inputs for our internal valuations.
For our investments in publicly-traded companies, the recurring fair value measurements are based on the quoted closing price of the respective shares at each reporting date. Accordingly, the valuations of these investments fall under Level 1 of the fair value hierarchy. Our other investments that we account for at fair value are privately-held companies, and therefore, quoted market prices are unavailable. For such investments, we generally apply a measurement alternative to record these investments at cost less impairment, adjusted for observable price changes in orderly transactions. For those privately-held investments for which we do not apply the measurement alternative, we apply a combination of an income approach (discounted cash flow model based on forecasts) and a market approach (transactions with new third-party investors or market multiples of similar businesses). With the exception of certain inputs for our weighted average cost of capital calculations that are derived from pricing services, the inputs used to value these investments are based on unobservable inputs derived from our assumptions. Therefore, the valuation of our privately-held investments falls under Level 3 of the fair value hierarchy. Any reasonably foreseeable changes in assumed levels of unobservable inputs for the valuations of our Level 3 investments would not be expected to have a material impact on our financial position or results of operations.
The recurring fair value measurements of our equity-related derivative instruments are based on standard option pricing models, which require the input of observable and unobservable variables such as exchange-traded equity prices, risk-free interest rates, dividend forecasts and forecasted volatilities of the underlying equity securities. The valuations of our equity-related derivative instruments are based on a combination of Level 1 inputs (exchange-traded equity prices), Level 2 inputs (interest rate futures and swap rates) and Level 3 inputs (forecasted volatilities). As changes in volatilities could have a significant impact on the overall valuations over the terms of the derivative instruments, we have determined that these valuations fall under Level 3 of the fair value hierarchy. For the December 31, 2024 valuation of the Vodafone Collar, we used estimated volatilities based predominantly on market observations.
In order to manage our interest rate and foreign currency exchange risk, we have entered into various derivative instruments, as further described in note 8. The recurring fair value measurements of these instruments are determined using discounted cash flow models. Most of the inputs to these discounted cash flow models consist of, or are derived from, observable Level 2 data for substantially the full term of these instruments. This observable data mostly includes currency rates, interest rate futures and swap rates, which are retrieved or derived from available market data. Although we may extrapolate or interpolate this data, we do not otherwise alter this data in performing our valuations. We classify deal-contingent hedges under Level 3 of the fair value hierarchy, as we adjust the valuations to reflect an internal judgement of the probability of the completion of the deal, which is unobservable. We use a Monte Carlo based approach to incorporate a credit risk valuation adjustment in our fair value measurements to estimate the impact of both our own nonperformance risk and the nonperformance risk of our counterparties. The inputs used for our credit risk valuations, including our and our counterparties’ credit spreads, represent our most significant Level 3 inputs, and these inputs are used to derive the credit risk valuation adjustments with respect to these instruments. As we would not expect these parameters to have a significant impact on the valuations of these instruments, we have determined that these valuations fall under Level 2 of the fair value hierarchy. Our credit risk valuation adjustments with respect to our cross-currency and interest rate swap contracts are quantified and further explained in note 8.
Fair value measurements are also used for nonrecurring valuations performed in connection with acquisition accounting and impairment assessments. These nonrecurring valuations include the valuation of reporting units, customer relationships and other intangible assets, property and equipment and the implied value of goodwill. The valuation of reporting units is based on an income-based approach (discounted cash flows) 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. With the exception of certain inputs for our weighted average cost of
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LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2024, 2023 and 2022
capital and discount rate calculations that are derived from pricing services, the inputs used in our discounted cash flow analyses, such as forecasts of future cash flows, including inputs with respect to revenue growth and Adjusted EBITDA margin (as defined in note 19), and terminal growth rates, are based on our assumptions. The valuation of customer relationships is primarily based on an excess earnings methodology, which is a form of a discounted cash flow analysis. The excess earnings methodology requires us to estimate the specific cash flows expected from the customer relationship, considering such factors as estimated customer life, the revenue expected to be generated over the life of the customer relationship, contributory asset charges and other factors. Tangible assets are typically valued using a replacement or reproduction cost approach, considering factors such as current prices of the same or similar equipment, the age of the equipment and economic obsolescence. The implied value of goodwill is determined by allocating the fair value of a reporting unit to all of the assets and liabilities of that unit as if the reporting unit had been acquired in a business combination, with the residual amount allocated to goodwill. Most of our nonrecurring valuations use significant unobservable inputs and therefore fall under Level 3 of the fair value hierarchy. During 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.
A summary of our assets and liabilities that are measured at fair value on a recurring basis is as follows:
Fair value measurements at
December 31, 2024 using:
Description December 31,
2024 Quoted prices
in active
markets for
identical assets
(Level 1) Significant
other
observable
inputs
(Level 2) Significant
unobservable
inputs
(Level 3)
in millions
Assets:
Derivative instruments:
Cross-currency and interest rate derivative contracts $ 623.2 $ — $ 623.2 $ —
Equity-related derivative instruments 213.4 — — 213.4
Foreign currency forward and option contracts 6.5 — 6.5 —
Other 0.8 — 0.8 —
Total derivative instruments 843.9 — 630.5 213.4
Investments:
SMAs
433.1 127.0 306.1 —
Other investments 2,810.2 1,546.3 0.1 1,263.8
Total investments 3,243.3 1,673.3 306.2 1,263.8
Total assets $ 4,087.2 $ 1,673.3 $ 936.7 $ 1,477.2
Liabilities:
Derivative instruments:
Cross-currency and interest rate derivative contracts $ 183.1 $ — $ 183.1 $ —
Foreign currency forward and option contracts 3.3 — 3.3 —
Total liabilities $ 186.4 $ — $ 186.4 $ —
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LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2024, 2023 and 2022
Fair value measurements at
December 31, 2023 using:
Description December 31,
2023 Quoted prices
in active
markets for
identical assets
(Level 1) Significant
other
observable
inputs
(Level 2) Significant
unobservable
inputs
(Level 3)
in millions
Assets:
Derivative instruments:
Cross-currency and interest rate derivative contracts $ 554.9 $ — $ 554.9 $ —
Equity-related derivative instruments 310.7 — — 310.7
Foreign currency forward and option contracts 0.7 — 0.7 —
Other 0.2 — 0.2 —
Total derivative instruments 866.5 — 555.8 310.7
Investments:
SMAs
2,276.1 483.7 1,792.4 —
Other investments 3,104.8 1,559.7 0.1 1,545.0
Total investments 5,380.9 2,043.4 1,792.5 1,545.0
Total assets $ 6,247.4 $ 2,043.4 $ 2,348.3 $ 1,855.7
Liabilities:
Derivative instruments:
Cross-currency and interest rate derivative contracts $ 211.7 $ — $ 211.7 $ —
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
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LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
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:
Investments Equity-related
derivative
instruments Total
in millions
Balance of net assets at January 1, 2024
$ 1,545.0 $ 263.3 $ 1,808.3
Losses included in earnings from continuing operations (a):
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 )
Additions 24.1 — 24.1
Dispositions ( 92.8 ) — ( 92.8 )
Foreign currency translation adjustments and other, net ( 62.4 ) ( 11.3 ) ( 73.7 )
Balance of net assets at December 31, 2024 (b)
$ 1,263.8 $ 213.4 $ 1,477.2
_______________
(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.
(10) Long-lived Assets
Property and Equipment, Net
The details of our property and equipment and the related accumulated depreciation are set forth below:
Estimated
useful life at
December 31, 2024
December 31,
2024 2023
in millions
Distribution systems
3 to 30 years
$ 5,702.7 $ 5,423.8
Support equipment, buildings and land
3 to 33 years
2,518.0 2,519.7
Customer premises equipment 4 to 7 years
843.1 904.7
Total property and equipment, gross
9,063.8 8,848.2
Accumulated depreciation
( 4,737.8 ) ( 4,494.3 )
Total property and equipment, net
$ 4,326.0 $ 4,353.9
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.
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.
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LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2024, 2023 and 2022
Goodwill
Changes in the carrying amount of our goodwill during 2024 are set forth below:
January 1,
2024
Acquisitions
and related
adjustments Foreign currency translation adjustments and other December 31,
2024
in millions
Telenet (a) $ 2,976.9 $ ( 135.0 ) $ ( 185.5 ) $ 2,656.4
VM Ireland 268.1 — ( 17.3 ) 250.8
Other (b) 63.3 198.7 ( 16.6 ) 245.4
Total $ 3,308.3 $ 63.7 $ ( 219.4 ) $ 3,152.6
_______________
(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. As a result, the final goodwill balance associated with the Telenet Wyre Transaction is € 389.4 million ($ 425.2 million at the applicable rate).
(b) Includes amounts associated with our Liberty Growth strategic platform (as defined in note 19). 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.
Changes in the carrying amount of our goodwill during 2023 are set forth below:
January 1,
2023
Acquisitions
and related
adjustments Foreign
currency
translation
adjustments and other December 31,
2023
in millions
Telenet $ 2,480.2 $ 555.1 $ ( 58.4 ) $ 2,976.9
VM Ireland 259.5 — 8.6 268.1
Other 61.3 — 2.0 63.3
Total $ 2,801.0 $ 555.1 $ ( 47.8 ) $ 3,308.3
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LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2024, 2023 and 2022
Intangible Assets Subject to Amortization, Net
The details of our intangible assets subject to amortization are set forth below:
Estimated useful life at December 31, 2024 December 31, 2024 December 31, 2023
Gross carrying amount Accumulated amortization Net carrying amount Gross carrying amount Accumulated amortization Net carrying amount
in millions
Licenses (a) 11 to 35 years
$ 1,393.9 $ ( 332.7 ) $ 1,061.2 $ 869.7 $ ( 308.8 ) $ 560.9
Customer relationships
5 to 14 years
255.4 ( 161.0 ) 94.4 200.7 ( 160.4 ) 40.3
Other 2 to 15 years
265.5 ( 130.7 ) 134.8 191.5 ( 119.1 ) 72.4
Total $ 1,914.8 $ ( 624.4 ) $ 1,290.4 $ 1,261.9 $ ( 588.3 ) $ 673.6
_______________
(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. Based on our amortizable intangible asset balance at December 31, 2024, we expect that amortization expense will be as follows for the next five years and thereafter (in millions):
2025 $ 78.6
2026 77.5
2027 71.5
2028 68.0
2029 68.0
Thereafter 926.8
Total $ 1,290.4
(11) Debt
The U.S. dollar equivalents of the components of our debt are as follows:
December 31, 2024 Principal amount
Weighted
average
interest
rate (a) Unused borrowing capacity (b)
Borrowing currency U.S. $
equivalent
December 31,
2024 2023
in millions
Telenet Credit Facility (c)
5.96 % € 615.0 $ 636.5 $ 4,364.8 $ 4,507.9
Telenet Senior Secured Notes
4.78 % — — 1,558.8 1,597.6
VM Ireland Credit Facility (d)
6.42 % € 88.9 92.0 931.4 995.8
Vodafone Collar Loan (e) 2.95 % — — 1,301.9 1,391.9
Vendor financing (f) 5.36 % — — 355.9 399.1
Other (g) 5.03 % — — 632.2 478.3
Total debt before deferred financing costs, discounts and premiums (h) 5.29 % $ 728.5 $ 9,145.0 $ 9,370.6
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LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
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:
December 31,
2024 2023
in millions
Total debt before deferred financing costs, discounts and premiums
$ 9,145.0 $ 9,370.6
Deferred financing costs, discounts and premiums, net
( 78.1 ) ( 128.0 )
Total carrying amount of debt
9,066.9 9,242.6
Finance lease obligations (note 12)
34.1 26.0
Total debt and finance lease obligations
9,101.0 9,268.6
Current portion of debt and finance lease obligations ( 898.5 ) ( 428.9 )
Long-term debt and finance lease obligations
$ 8,202.5 $ 8,839.7
_______________
(a) Represents the weighted average interest rate in effect at December 31, 2024 for all borrowings outstanding pursuant to each debt instrument, including any applicable margin. The interest rates presented represent stated rates and do not include the impact of derivative instruments, deferred financing costs, original issue premiums or discounts and commitment fees, all of which affect our overall cost of borrowing. Including the effects of derivative instruments, original issue premiums or discounts and commitment fees, but excluding the impact of deferred financing costs and certain other obligations that we assumed in connection with certain acquisitions, the weighted average interest rate on our aggregate variable- and fixed-rate indebtedness was 3.73 % at December 31, 2024. The weighted average interest rate calculation includes principal amounts outstanding associated with all of our secured and unsecured borrowings. For information regarding our derivative instruments, see note 8.
(b) Unused borrowing capacity represents the maximum availability under the applicable facility at December 31, 2024 without regard to covenant compliance calculations or other conditions precedent to borrowing. 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.
Availability
December 31, 2024
Upon completion of the relevant December 31, 2024 compliance reporting requirements
Borrowing currency U.S. $
equivalent
Borrowing currency U.S. $
equivalent
in millions
Available to borrow:
Telenet Credit Facility
€ 615.0 $ 636.5 € 615.0 $ 636.5
VM Ireland Credit Facility
€ 88.9 $ 92.0 € 88.9 $ 92.0
Available to loan or distribute:
Telenet Credit Facility
€ 615.0 $ 636.5 € 615.0 $ 636.5
VM Ireland Credit Facility
€ 88.9 $ 92.0 € 88.9 $ 92.0
(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
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Notes to Consolidated Financial Statements — (Continued)
December 31, 2024, 2023 and 2022
($ 20.7 million) under the Telenet Revolving Facility, each of which were undrawn at December 31, 2024. In February 2024, the € 30.0 million ($ 31.0 million) of commitments under Telenet Revolving Facility A were cancelled in full.
(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. In November 2024, € 11.1 million ($ 11.5 million) of commitments under the VM Ireland Revolving Facility were cancelled. The VM Ireland Revolving Facility now provides for maximum borrowing capacity of € 88.9 million.
(e) For information regarding the Vodafone Collar Loan, see notes 7 and 8.
(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. These obligations are generally due within one year and include VAT that was also financed under these arrangements. For purposes of our consolidated statements of cash flows, operating-related expenses financed by an intermediary are treated as constructive operating cash outflows and constructive financing cash inflows when the intermediary settles the liability with the vendor as there is no actual cash outflow until we pay the financing intermediary. During 2024 and 2023, the constructive cash outflow included in cash flows from operating activities and the corresponding constructive cash inflow included in cash flows from financing activities related to these operating expenses were $ 372.3 million and $ 346.2 million, respectively. Repayments of vendor financing obligations at the time we pay the financing intermediary are included in repayments and repurchases of debt and finance lease obligations in our consolidated statements of cash flows.
(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.
(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). For additional information regarding fair value hierarchies, see note 9.
General Information
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. Each of our borrowing groups has entered into one or more credit facility agreements with certain financial and other institutions. Certain of our credit facilities provide for adjustments to our borrowing rates based on the achievement, or otherwise, of certain sustainability-linked metrics. Each of these credit facilities contain certain covenants, the more notable of which are as follows:
• Our credit facilities contain certain consolidated net leverage ratios, as specified in the relevant credit facility, which are required to be complied with (i) on an incurrence basis and/or (ii) when the associated revolving credit facilities have been drawn beyond a specified percentage of the total available revolving credit commitments on a maintenance basis;
• Subject to certain customary and agreed exceptions, our credit facilities contain certain restrictions which, among other things, restrict the ability of the members of the relevant borrowing group to (i) incur or guarantee certain financial indebtedness, (ii) make certain disposals and acquisitions, (iii) create certain security interests over their assets and (iv) make certain restricted payments to their direct and/or indirect parent companies (and indirectly to Liberty Global) through dividends, loans or other distributions;
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Notes to Consolidated Financial Statements — (Continued)
December 31, 2024, 2023 and 2022
• Our credit facilities require that certain members of the relevant borrowing group guarantee the payment of all sums payable under the relevant credit facility and such group members are required to grant first-ranking security over their shares and, in certain borrowing groups, over substantially all of their assets to secure the payment of all sums payable thereunder;
• In addition to certain mandatory prepayment events, our credit facilities provide that the instructing group of lenders under the relevant credit facility, under certain circumstances, may cancel the group’s commitments thereunder and declare the loan(s) thereunder due and payable after the applicable notice period following the occurrence of a change of control (as specified in the relevant credit facility);
• Our credit facilities contain certain customary events of default, the occurrence of which, subject to certain exceptions, materiality qualifications and cure rights, would allow the instructing group of lenders to (i) cancel the total commitments, (ii) declare that all or part of the loans be payable on demand and/or (iii) accelerate all outstanding loans and terminate their commitments thereunder;
• Our credit facilities require members of the relevant borrowing group to observe certain affirmative and negative undertakings and covenants, which are subject to certain materiality qualifications and other customary and agreed exceptions; and
• In addition to customary default provisions, our credit facilities generally include certain cross-default or cross-acceleration provisions with respect to other indebtedness of members of the relevant borrowing group, subject to agreed minimum thresholds and other customary and agreed exceptions.
Senior and Senior Secured Notes. 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. In addition, the indentures governing our senior and senior secured notes contain certain covenants, the more notable of which are as follows:
• Our notes contain certain customary incurrence-based covenants. In addition, our notes provide that any failure to pay principal at its stated maturity (after giving effect to any applicable grace period) of, or any acceleration with respect to, other indebtedness of the issuer or certain subsidiaries over agreed minimum thresholds (as specified under the applicable indenture) is an event of default under the respective notes;
• Subject to certain customary and agreed exceptions, our notes contain certain restrictions that, among other things, restrict the ability of the members of the relevant borrowing group to (i) incur or guarantee certain financial indebtedness, (ii) make certain disposals and acquisitions, (iii) create certain security interests over their assets and (iv) make certain restricted payments to its direct and/or indirect parent companies (and indirectly to Liberty Global) through dividends, loans or other distributions;
• If the relevant issuer or certain of its subsidiaries (as specified in the applicable indenture) sell certain assets, such issuer must, subject to certain customary and agreed exceptions, offer to repurchase the applicable notes at par, or if a change of control (as specified in the applicable indenture) occurs, such issuer must offer to repurchase all of the relevant notes at a redemption price of 101 %;
• Our senior secured notes contain certain early redemption provisions including the ability to, during each 12 -month period commencing on the issue date for such notes until the applicable call date, redeem up to 10 % of the principal amount of the notes at a redemption price equal to 103 % of the principal amount of the notes to be redeemed plus accrued and unpaid interest; and
• Our notes are non-callable prior to their respective call date (as specified under the applicable indenture). At any time prior to the applicable call date, we may redeem some or all of the applicable notes by paying a “make-whole”
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Notes to Consolidated Financial Statements — (Continued)
December 31, 2024, 2023 and 2022
premium, which is the present value of all remaining scheduled interest payments to the applicable call date using the discount rate as of the redemption date plus a premium (as specified in the applicable indenture). On or after the applicable call date, we may redeem some or all of these notes at various redemption prices plus accrued interest and additional amounts (as specified in the applicable indenture), if any, to the applicable redemption date.
SPE Notes. From time to time, we create special purpose financing entities ( SPEs ), some of which are owned by the relevant borrowing group and some of which are owned by third parties ( Third-Party SPEs ). These SPEs are created for the primary purpose of facilitating the offering of senior secured notes, which we collectively refer to as “ SPE Notes ”.
The SPEs use the proceeds from the issuance of SPE Notes to fund term loan facilities under the credit facilities made available to their respective borrowing group, each a “ Funded Facility ” and collectively the “ Funded Facilities .” Each SPE is dependent on payments from the relevant borrowing entity under the applicable Funded Facility in order to service its payment obligations under each respective SPE Note. Each of the Funded Facility term loans creates a variable interest in the respective Third-Party SPE for which the relevant borrowing entity is the primary beneficiary. Accordingly, such Third-Party SPEs are consolidated by the relevant parent entities, including Liberty Global. As a result, the amounts outstanding under the Funded Facilities of the SPEs owned by the relevant borrowing group and the Third-Party SPEs are eliminated in the consolidated financial statements of the respective borrowing group and Liberty Global.
Pursuant to the respective indentures for the SPE Notes (the SPE Indentures ) and the respective accession agreements for the Funded Facilities, the call provisions, maturity dates and applicable interest rates for each Funded Facility are the same as those of the related SPE Notes. The SPEs, as lenders under the relevant Funded Facility for the relevant borrowing group, are treated the same as the other lenders under the respective credit facility, with benefits, rights and protections similar to those afforded to the other lenders. Through the covenants in the applicable SPE Indentures and the applicable security interests over the relevant SPE’s rights under the applicable Funded Facility granted to secure the relevant SPE’s obligations under the relevant SPE Notes, the holders of the SPE Notes are provided indirectly with the benefits, rights, protections and covenants granted to the SPEs as lenders under the applicable Funded Facility. The SPEs are prohibited from incurring any additional indebtedness, subject to certain exceptions under the SPE Indentures.
The SPE Notes are non-callable prior to their respective call date (as specified under the applicable SPE Indenture). If, however, at any time prior to the applicable call date, all or a portion of the loans under the related Funded Facility are voluntarily prepaid (a SPE Early Redemption Event ), then the SPE will be required to redeem an aggregate principal amount of its respective SPE Notes equal to the aggregate principal amount of the loans prepaid under the relevant Funded Facility. In general, the redemption price payable will equal 100 % of the principal amount of the applicable SPE Notes to be redeemed and a “make-whole” premium, which is the present value of all remaining scheduled interest payments to the applicable call date using the discount rate as of the redemption date plus a premium (as specified in the applicable SPE Indenture).
Upon the occurrence of a SPE Early Redemption Event on or after the applicable call date, the SPE will redeem an aggregate principal amount of its respective SPE Notes equal to the principal amount prepaid under the related Funded Facility at a redemption price (expressed as a percentage of the principal amount) plus accrued and unpaid interest and additional amounts (as specified in the applicable SPE Indenture), if any, to the applicable redemption date.
Financing Transactions
Below we provide summary descriptions of certain financing transactions completed during 2024.
Telenet
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. 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. The offering of these notes resulted in net proceeds of € 189.2 million ($ 195.8 million).
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LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2024, 2023 and 2022
Maturities of Debt
Maturities of our debt as of December 31, 2024 are presented below for the named entity and its subsidiaries, unless otherwise noted, and represent U.S. dollar equivalents based on December 31, 2024 exchange rates.
Telenet VM
Ireland Other (a) Total
in millions
Year ending December 31:
2025 (b)
$ 580.6 $ — $ 308.4 $ 889.0
2026 22.1 — 994.6 1,016.7
2027 22.1 — — 22.1
2028 4,826.2 — — 4,826.2
2029 1,171.2 931.4 — 2,102.6
Thereafter 288.4 — — 288.4
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 )
Total debt $ 6,887.8 $ 927.3 $ 1,251.8 $ 9,066.9
Current portion
$ 580.6 $ — $ 308.4 $ 889.0
Long-term portion $ 6,307.2 $ 927.3 $ 943.4 $ 8,177.9
_______________
(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.
(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
A reconciliation of the beginning and ending balances of our vendor financing obligations for the indicated periods is set forth below:
2024 2023
in millions
Balance at January 1 $ 399.1 $ 425.3
Operating-related vendor financing additions 372.3 346.2
Capital-related vendor financing additions 86.8 96.3
Principal payments on operating-related vendor financing ( 363.7 ) ( 376.2 )
Principal payments on capital-related vendor financing ( 114.0 ) ( 119.3 )
Foreign currency and other ( 24.6 ) 26.8
Balance at December 31 $ 355.9 $ 399.1
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LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2024, 2023 and 2022
(12) Leases
General
We enter into operating and finance leases for network equipment, real estate, mobile site sharing and vehicles. We provide residual value guarantees on certain of our vehicle leases.
Lease Balances
A summary of our ROU assets and lease liabilities is set forth below:
December 31,
2024 2023
in millions
ROU assets:
Operating leases (a) $ 710.5 $ 712.6
Finance leases (b) 38.2 29.6
Total ROU assets
$ 748.7 $ 742.2
Lease liabilities:
Operating leases (c) $ 753.1 $ 749.8
Finance leases (d) 34.1 26.0
Total lease liabilities $ 787.2 $ 775.8
_______________
(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 %. 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.
(b) Our finance lease ROU assets are included in property and equipment, net, on our consolidated balance sheets. 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 %. 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.
(c) The current portions of our operating lease liabilities are included within other accrued and current liabilities on our consolidated balance sheets.
(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.
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LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2024, 2023 and 2022
A summary of our aggregate lease expense is set forth below:
Year ended December 31,
2024 2023 2022
in millions
Finance lease expense:
Depreciation and amortization $ 4.2 $ 30.2 $ 59.4
Interest expense (a) 1.4 0.5 25.2
Total finance lease expense
5.6 30.7 84.6
Operating lease expense (b) 108.6 87.2 66.7
Short-term lease expense (b) 0.4 0.6 0.4
Variable lease expense (c) 1.4 1.4 1.9
Total lease expense
$ 116.0 $ 119.9 $ 153.6
_______________
(a) The amount for the 2023 period includes the reversal of previously recognized interest expense as a result of certain settlements of lease liabilities.
(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.
(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.
A summary of our cash outflows from operating and finance leases is set forth below:
Year ended December 31,
2024 2023 2022
in millions
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash outflows from operating leases $ 87.4 $ 92.9 $ 50.3
Operating cash outflows from finance leases (interest component) 1.4 0.5 25.2
Financing cash outflows from finance leases (principal component) 5.6 21.0 59.0
Total cash outflows from operating and finance leases $ 94.4 $ 114.4 $ 134.5
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LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2024, 2023 and 2022
Maturities of our operating and finance lease liabilities as of December 31, 2024 are presented below. Amounts represent U.S. dollar equivalents based on December 31, 2024 exchange rates:
Operating leases Finance
leases
in millions
Year ending December 31:
2025 $ 107.5 $ 8.9
2026 98.5 8.7
2027 87.0 7.1
2028 80.1 3.9
2029 77.5 2.7
Thereafter 572.6 12.8
Total payments
1,023.2 44.1
Less: present value discount
( 270.1 ) ( 10.0 )
Present value of lease payments $ 753.1 $ 34.1
Current portion $ 75.6 $ 9.5
Long-term portion $ 677.5 $ 24.6
(13) Income Taxes
Liberty Global is a Bermuda exempted company limited by shares and is not considered to be a tax resident in any other jurisdiction or country. At the present time, there is no Bermuda income or profits tax, withholding tax, capital gains tax, capital transfer tax, estate duty or inheritance tax payable by Liberty Global. On December 27, 2023, Bermuda enacted the Corporate Income Tax Act 2023 (the CIT Act ) which provides for the taxation of the Bermuda constituent entities of certain large multi-national groups beginning on or after January 1, 2025. We do not currently anticipate that the CIT Act will have a material impact on our consolidated financial statements, although we will continue to monitor guidance as it is issued.
Our non-Bermuda subsidiaries are subject to tax in their respective jurisdictions. Our subsidiaries file income tax returns in the U.S., the U.K. and a number of other European jurisdictions. The income taxes of Liberty Global and our subsidiaries are presented on a separate return basis for each tax-paying entity or group.
The components of our earnings (loss) from continuing operations before income taxes are as follows:
Year ended December 31,
2024 2023 2022
in millions
U.K. $ 1,936.6 $ ( 2,899.5 ) $ ( 516.2 )
Netherlands ( 190.9 ) ( 833.7 ) 208.4
Bermuda 156.8 ( 0.9 ) —
Belgium 131.3 653.9 1,000.4
Luxembourg ( 54.0 ) ( 195.6 ) 505.4
U.S.
( 16.6 ) ( 4.7 ) 5.9
Ireland ( 0.4 ) ( 16.6 ) 178.3
Intercompany activity with discontinued operations ( 117.6 ) ( 139.6 ) ( 197.5 )
Other ( 6.9 ) ( 9.3 ) ( 6.3 )
Earnings (loss) from continuing operations before income taxes $ 1,838.3 $ ( 3,446.0 ) $ 1,178.4
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LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2024, 2023 and 2022
Our income tax benefit (expense) consists of:
Current Deferred Total
in millions
Year ended December 31, 2024:
U.S. (a)
$ 72.3 $ 5.8 $ 78.1
Belgium ( 92.8 ) 25.5 ( 67.3 )
U.K. — 8.0 8.0
Netherlands ( 2.0 ) 7.1 5.1
Ireland 1.4 3.6 5.0
Luxembourg ( 0.8 ) 2.9 2.1
Other ( 0.4 ) 0.2 ( 0.2 )
Total income tax benefit
$ ( 22.3 ) $ 53.1 $ 30.8
Year ended December 31, 2023:
Belgium $ ( 100.9 ) $ ( 64.9 ) $ ( 165.8 )
U.S. (a)
( 68.0 ) ( 28.4 ) ( 96.4 )
Luxembourg — 44.3 44.3
Ireland 3.6 2.5 6.1
Netherlands ( 1.9 ) 0.2 ( 1.7 )
U.K.
( 0.1 ) 0.5 0.4
Total income tax expense
$ ( 167.3 ) $ ( 45.8 ) $ ( 213.1 )
Year ended December 31, 2022:
U.S. (a)
$ ( 51.8 ) $ ( 133.0 ) $ ( 184.8 )
Luxembourg ( 0.3 ) ( 152.3 ) ( 152.6 )
Belgium ( 87.7 ) 17.1 ( 70.6 )
Ireland ( 5.3 ) 10.5 5.2
Netherlands ( 1.7 ) ( 0.8 ) ( 2.5 )
U.K.
( 0.1 ) 0.8 0.7
Other ( 0.1 ) ( 2.0 ) ( 2.1 )
Total income tax expense
$ ( 147.0 ) $ ( 259.7 ) $ ( 406.7 )
_______________
(a) Includes federal and state income taxes. Our U.S. state income taxes were not material during any of the years presented.
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LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2024, 2023 and 2022
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,
2024 2023 2022
in millions
Computed “expected” tax benefit (expense) (a)
$ ( 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 )
Recognition of previously unrecognized tax benefits 112.0 — —
International rate differences (b) 40.3 13.7 ( 104.6 )
Tax benefit associated with technologies innovation (c) 15.2 6.5 22.1
Basis and other differences in the treatment of items associated with investments in subsidiaries and affiliates (d) 14.3 ( 405.7 ) ( 67.8 )
Change in valuation allowances ( 4.2 ) ( 266.8 ) ( 172.7 )
Other, net ( 5.9 ) ( 0.6 ) 2.4
Total income tax benefit (expense)
$ 30.8 $ ( 213.1 ) $ ( 406.7 )
_______________
(a) The statutory or “expected” tax rates are the U.K. rates of 25.0% for 2024, 23.5% for 2023 and 19.0% for 2022. 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. Although we are domiciled in Bermuda, we use the U.K. 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.
(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.
(c) Amounts reflect the recognition of the innovation income tax deduction in Belgium.
(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. 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:
December 31,
2024 2023
in millions
Deferred tax assets (a) $ 93.1 $ 83.6
Deferred tax liabilities (a) ( 405.0 ) ( 299.4 )
Net deferred tax liabilities
$ ( 311.9 ) $ ( 215.8 )
_______________
(a) Our deferred tax assets and deferred tax liabilities are included within other assets, net, and other long-term liabilities, respectively, on our consolidated balance sheets.
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LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2024, 2023 and 2022
The tax effects of temporary differences that give rise to significant portions of our deferred tax assets and liabilities are presented below:
December 31,
2024 2023
in millions
Deferred tax assets:
Net operating loss and other carryforwards $ 1,398.2 $ 1,321.0
Investments 336.0 366.4
Debt and interest 251.5 174.8
Lease liabilities 175.6 186.5
Property and equipment, net 125.2 169.9
Share-based compensation 74.9 81.4
Other future deductible amounts 68.5 55.9
Deferred tax assets 2,429.9 2,355.9
Valuation allowance ( 1,934.1 ) ( 1,941.8 )
Deferred tax assets, net of valuation allowance 495.8 414.1
Deferred tax liabilities:
Property and equipment, net ( 213.6 ) ( 224.1 )
Intangible assets ( 211.2 ) ( 40.6 )
ROU assets ( 163.2 ) ( 177.2 )
Derivative instruments ( 161.2 ) ( 137.8 )
Other future taxable amounts ( 58.5 ) ( 50.2 )
Deferred tax liabilities ( 807.7 ) ( 629.9 )
Net deferred tax liabilities
$ ( 311.9 ) $ ( 215.8 )
Our deferred income tax valuation allowance decreased $ 7.7 million in 2024. 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:
Tax loss
carryforward Related
tax asset Expiration
date
Country in millions
Netherlands $ 2,399.7 $ 619.1 Indefinite
Belgium 1,111.8 278.0 Indefinite
U.K. 1,163.1 290.8 Indefinite
Luxembourg 582.6 158.4 Various
Ireland 383.4 47.9 Indefinite
Other 14.6 3.9 Various
Total $ 5,655.2 $ 1,398.1
Our tax loss carryforwards within each jurisdiction combine all companies’ tax losses (both capital and ordinary losses) in that jurisdiction, however, certain tax jurisdictions limit the ability to offset taxable income of a separate company or different tax group with the tax losses associated with another separate company or group. Further, tax jurisdictions restrict the type of
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LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2024, 2023 and 2022
taxable income that the above losses are able to offset. The majority of the tax losses shown in the above table are not expected to be realized, including certain losses that are limited in use due to change in control or same business tests.
We have taxable outside basis differences on certain investments in non-U.S. subsidiaries. No additional income taxes have been provided for any undistributed foreign earnings, or any additional outside basis difference inherent in these entities, as these amounts continue to be reinvested in foreign operations. At December 31, 2024, we have not provided deferred tax liabilities on an estimated $ 1.4 billion of cumulative temporary differences on the outside bases of our non-U.S. subsidiaries.
On August 16, 2022, the Inflation Reduction Act was signed into law in the U.S. Although this legislation does not increase the U.S. corporate income tax rate, it includes, among other provisions, a new corporate alternative minimum tax ( CAMT ) on “adjusted financial statement income” that is effective for tax years beginning after December 31, 2022. CAMT 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. tax system.
In December 2021, the Organization for Economic Co-Operation and Development ( OECD )/G20 Inclusive Framework on Base Erosion and Profit Shifting ( BEPS ) released Model Global Anti-Base Erosion ( GLoBE ) rules under Pillar Two. These rules provide for the taxation of certain large multinational corporations at a minimum rate of 15.0%, calculated on a jurisdictional basis. Numerous countries in which we operate, including the U.K. and certain European Union ( E.U. ) member states, enacted legislation to implement many aspects of the Pillar Two rules beginning on January 1, 2024. 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.
We and our subsidiaries maintain a presence in many countries and file consolidated and standalone income tax returns in various jurisdictions. Many of these jurisdictions maintain highly complex tax regimes that differ significantly from the system of income taxation used in the U.K. and the U.S. We have accounted for the effect of these taxes based on what we believe is reasonably expected to apply to us and our subsidiaries based on tax laws currently in effect and reasonable interpretations of these laws.
In the normal course of business, our income tax filings are subject to review by various taxing authorities. In connection with such reviews, disputes could arise with the taxing authorities over the interpretation or application of certain income tax rules related to our business in that tax jurisdiction. Such disputes may result in future tax and interest and penalty assessments by these taxing authorities. The ultimate resolution of tax contingencies will take place upon the earlier of (i) the settlement date with the applicable taxing authorities in either cash or agreement of income tax positions or (ii) the date when the tax authorities are statutorily prohibited from adjusting the company’s tax computations.
In general, tax returns filed by our company or our subsidiaries for years prior to 2018 are no longer subject to examination by tax authorities. Certain of our subsidiaries are currently involved in income tax examinations in various jurisdictions in which we operate, including 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.
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LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2024, 2023 and 2022
The changes in our unrecognized tax benefits for the indicated periods are summarized below:
2024 2023 2022
in millions
Balance at January 1 $ 444.4 $ 435.2 $ 447.1
Lapse of statute of limitations ( 173.5 ) — ( 0.1 )
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 —
Reductions for tax positions of prior years ( 6.4 ) ( 5.9 ) ( 11.2 )
Settlements with tax authorities ( 3.9 ) ( 4.0 ) —
Foreign currency translation ( 3.9 ) 1.5 ( 2.3 )
Effects of business acquisitions — 6.9 —
Balance at December 31 $ 302.0 $ 444.4 $ 435.2
No assurance can be given that any of these tax benefits will be recognized or realized.
As of December 31, 2024, 2023 and 2022, there were $ 266.6 million, $ 347.0 million and $ 337.9 million, respectively, of unrecognized tax benefits that would have a favorable impact on our effective income tax rate if ultimately recognized, after considering amounts that we would expect to be offset by valuation allowances and other factors.
During 2025, it is reasonably possible that the resolution of ongoing tax controversies, as well as the expiration of statutes of limitations and other items, could result in reductions to our unrecognized tax benefits related to tax positions taken as of December 31, 2024. The amount of such reductions could range up to $ 166 million. No assurance can be given as to the nature or impact of any changes in our unrecognized tax positions during 2025.
During 2024, 2023 and 2022, the income tax expense of our continuing operations included $ 7.9 million, $ 59.6 million and $ 38.4 million, respectively, representing the net accrual of interest and penalties during the period. At December 31, 2024, accrued interest and penalties associated with our uncertain tax benefits totaled $ 270.5 million.
On October 7, 2022, the U.S. Department of Justice filed a suit against Liberty Global, Inc. ( LGI ), a wholly-owned U.S. subsidiary of Liberty Global, in the U.S. District Court of Colorado for unpaid federal income taxes and penalties for the 2018 tax year of approximately $ 284 million. This action by the U.S. Department of Justice is related to the November 2020 complaint filed by LGI in the District Court of Colorado seeking a refund of approximately $ 110 million of taxes, penalties and interest associated with the application of certain temporary treasury regulations issued in June 2019. In October 2023, the U.S. District Court of Colorado entered judgement against LGI with respect to the refund claim and we appealed this decision to the U.S. Court of Appeals for the Tenth Circuit ( Court of Appeals ) in December 2023. No amounts have been accrued by LGI with respect to this matter. We will vigorously defend this matter and continue to actively pursue our claim for refund.
In January 2021, we petitioned the U.S. Tax Court with respect to unresolved issues related to our 2010 tax year for which we had already recognized an accrued liability for an uncertain tax position. In November 2023, we received an unfavorable decision, which we will appeal to the Court of Appeals. In December 2023, we made a payment of the disputed tax in the amount of $ 315 million, which reduced our accrued liability for uncertain tax benefits on our consolidated balance sheet but has not been reflected in the uncertain tax benefit schedule above as the position is not yet settled. We will continue to vigorously defend our position, however, due to the inherent uncertainty involved in the litigation process, there can be no assurance that the Court of Appeals will rule in our favor.
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LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2024, 2023 and 2022
(14) Equity
Capitalization
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.
Under Liberty Global’s Articles of Association, effective July 1, 2015, holders of Liberty Global Class A common shares are entitled to one vote for each such share held, and holders of Liberty Global Class B common shares are entitled to 10 votes for each such share held, on all matters submitted to a vote of Liberty Global shareholders at any general meeting (annual or special). Holders of Liberty Global Class C common shares are not entitled to any voting powers except as required by law.
At the option of the holder, each Liberty Global Class B common share is convertible into one Liberty Global Class A common share. One Liberty Global Class A common share is reserved for issuance for each Liberty Global Class B common share that is issued ( 12,968,658 shares issued as of December 31, 2024). Additionally, at December 31, 2024, we have reserved the following common shares for the issuance of outstanding share-based incentive awards:
Class A Class C
Options 1,159,996 5,203,985
SARs
34,684,640 75,630,289
RSUs
2,553,035 4,229,272
PSUs and PSARs
6,932,869 12,639,731
Subject to any preferential rights of any outstanding class of our preference shares, the holders of our common shares are entitled to dividends as may be declared from time to time by our board of directors from funds available therefore. Except with respect to share distributions, whenever a dividend is paid in cash to the holder of one class of our common shares, we shall also pay to the holders of the other classes of our common shares an equal per share dividend. There are currently no contractual restrictions on our ability to pay dividends in cash or shares.
In the event of our liquidation, dissolution or winding up, after payment or provision for payment of our debts and liabilities and subject to the prior payment in full of any preferential amounts to which our preference shareholders, if any, may be entitled, the holders of our common shares will be entitled to receive their proportionate interests, expressed in liquidation units, in any assets available for distribution to our common shares.
Share Repurchase Programs
Our board of directors has approved various share repurchase programs for our Liberty Global common shares. Under our repurchase programs, we may acquire from time to time our Class A common shares, Class C common shares or any combination of Class A and Class C common shares. Our repurchase programs may be effected through open market transactions and/or privately negotiated transactions, which may include derivative transactions. The timing of the repurchase of shares pursuant to these programs will depend on a variety of factors, including market conditions and applicable law, and these programs may be implemented in conjunction with brokers for the company and other financial institutions with whom the company has relationships within certain preset parameters and purchases may continue during closed periods in accordance with applicable restrictions. Our share repurchase programs may be suspended or discontinued at any time. Our 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. As such, we are authorized to repurchase approximately 34.9 million of our Class A and/or Class C common shares during 2025. 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. However, the actual U.S. 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.
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LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2024, 2023 and 2022
The following table provides details of our share repurchases during 2024, 2023 and 2022:
Class A common shares Class C common shares
Shares
repurchased Average price
paid per share (a) Shares
repurchased Average price
paid per share (a) Total cost (a)
in millions
2024
— $ — 38,260,604 $ 17.73 $ 678.5
2023
1,444,000 $ 18.24 78,452,085 $ 18.86 $ 1,505.9
2022
3,856,700 $ 21.55 69,381,968 $ 23.34 $ 1,702.6
_______________
(a) Includes direct acquisition costs, where applicable.
Telenet Takeover Bid
On June 8, 2023, following approval by the Belgian Financial Services and Markets Authority, Liberty Global Belgium Holding B.V. ( 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 ). 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. 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.
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).
Subsidiary Distributions
From time to time, Telenet and certain other of our subsidiaries make cash distributions to their respective shareholders. Our share of these distributions is eliminated in consolidation and the noncontrolling interest owners’ share of these distributions is reflected as a charge against noncontrolling interests in our consolidated statements of equity. In this regard, Telenet, prior to the Telenet Takeover Bid, paid aggregate dividends to its shareholders during 2023 and 2022 of € 108.6 million and € 149.0 million, respectively. 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. At December 31, 2024, the net assets of our subsidiaries subject to such limitations was not material.
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LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2024, 2023 and 2022
(15) Share-based Compensation
Our share-based compensation expense primarily relates to the share-based incentive awards issued by Liberty Global to its employees and employees of its subsidiaries. A summary of our aggregate share-based compensation expense is set forth below:
Year ended December 31,
2024 2023 2022
in millions
Liberty Global (a):
Non-performance based incentive awards (b) $ 113.9 $ 137.7 $ 116.3
Performance based incentive awards (c) 18.6 6.9 6.6
Other (d) 29.7 26.9 19.6
Total Liberty Global
162.2 171.5 142.5
Telenet share-based incentive awards (e) — 27.7 10.9
Other 6.1 5.6 9.8
Total $ 168.3 $ 204.8 $ 163.2
Included in:
Other operating expenses $ 17.8 $ 11.3 $ 4.6
SG&A expenses
150.5 193.5 158.6
Total
$ 168.3 $ 204.8 $ 163.2
_______________
(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. 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. 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.
(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). 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.
(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.
(d) Represents annual incentive compensation and defined contribution plan liabilities that have been or are expected to be settled with Liberty Global common shares. In the case of the annual incentive compensation, shares have been or will be issued to senior management and key employees pursuant to a shareholding incentive program. The shareholding incentive program allows these employees to elect to receive up to 100 % of their annual incentive compensation in common shares of Liberty Global in lieu of cash. In addition, amounts include compensation expense related to the Ventures Incentive Plans as defined and described below.
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LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2024, 2023 and 2022
(e) Represents the share-based compensation expense associated with Telenet’s share-based incentive awards prior to the Telenet Takeover Bid. In addition, € 7.6 million ($ 8.2 million at the applicable rate) was expensed during the fourth quarter of 2023 related to the reimbursement of certain employee income taxes associated with the ESOP 2019 and the ESOP 2020, each as defined and described below.
As of December 31, 2024, $ 129.8 million of total unrecognized compensation cost related to our Liberty Global share-based incentive awards is expected to be recognized by our company over a weighted-average period of approximately 1.9 years.
The following table summarizes certain information related to the share-based incentive awards granted and exercised with respect to Liberty Global common shares (includes amounts related to awards held by employees of our discontinued operations, unless otherwise noted):
Year ended December 31,
2024 2023 2022
Assumptions used to estimate fair value of options and SARs granted:
Risk-free interest rate 3.39 - 4.11 %
3.12 - 4.10 %
2.27 - 3.09 %
Expected life 3.7 - 6.2 years
3.7 - 6.2 years
3.7 - 6.2 years
Expected volatility 28.9 - 31.4 %
29.0 - 33.1 %
33.5 - 38.1 %
Expected dividend yield none none none
Weighted average grant-date fair value per share of awards granted:
Options $ 6.57 $ 7.18 $ 9.90
SARs
$ 5.06 $ 5.85 $ 7.50
RSUs - prior to the Sunrise Distribution
$ 17.39 $ 18.59 $ 25.51
RSUs - subsequent to the Sunrise Distribution
$ 12.95 (a) (a)
PSUs
$ 17.20 $ 16.60 (b)
Total intrinsic value of awards exercised (in millions):
Options (c) (c) $ 0.5
SARs
$ 23.0 $ 4.6 $ 7.0
PSARs
(c) (c) $ 0.2
Cash received from exercise of options (in millions) $ — $ 1.2 $ 13.0
Income tax benefit (expense) related to share-based compensation of our continuing operations (in millions) $ ( 1.0 ) $ 9.1 $ ( 8.1 )
_______________
(a) Not applicable.
(b) There were no grants of PSUs made during the indicated period.
(c) There were no exercises of this award type during the indicated period.
Share Incentive Plans — Liberty Global Common Shares
2023 Incentive Plan
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. Generally, we may grant options, SARs, RSUs, performance awards or cash awards or any combination of the foregoing under this incentive plan (collectively, “ awards ”). The maximum number of Liberty Global shares with respect to which awards may be issued under the Liberty Global 2023 Incentive Plan is 43,284,342 which represents the number of common shares available for grant under the previous “ Liberty Global 2014 Incentive Plan ” and the “ Liberty Global 2014 Nonemployee Director Incentive Plan ” (collectively, the 2014 Incentive
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LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2024, 2023 and 2022
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. Outstanding awards granted under the 2014 Incentive Plans will continue to be governed by the terms of that plan until exercised, expired, paid or otherwise terminated. No further awards will be granted under the 2014 Incentive Plans. As of December 31, 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. Awards (other than RSUs) issued under the Liberty Global 2014 Nonemployee Director Incentive Plan generally vest in three equal annual installments, provided the director continues to serve as director immediately prior to the vesting date, and expire ten years after the grant date. RSUs vest on the date of the first annual general meeting of shareholders following the grant date. These awards may be granted at or above fair value in any class of common shares.
In connection with the Telenet Takeover Bid, the compensation committee of our board of directors approved the issuance of Telenet Replacement Awards as part of the Liberty Global 2023 Incentive Plan in exchange for corresponding Telenet awards. Prior to the Telenet Takeover Bid, Telenet had several outstanding equity award plans including the 2019 Employee Stock Option Plan ( ESOP 2019 ), the 2020 Employee Stock Option Plan ( ESOP 2020 ), the 2021 Performance Share Plan ( PSP 2021 ), the 2021 CEO Performance Share Plan ( CEO PSP 2021 ) and the 2022 Restricted Share Plan ( RSP 2022 ). Liberty Global proposed to rollover any Telenet equity awards into equivalent awards in Liberty Global shares, excluding the ESOP 2019 and ESOP 2020 which were out-of-the-money at the time of the Telenet Takeover Bid. Additionally, due to regulatory constraints associated with the Telenet Takeover Bid, Telenet was unable to issue equity awards from the 2020 Performance Share Plan ( PSP 2020 ), the 2022 Performance Share Plan ( PSP 2022 ), the 2023 Performance Share Plan ( PSP 2023 ), the 2022 CEO Performance Share Plan ( CEO PSP 2022 ), the 2023 Restricted Share Plan ( RSP 2023 ), the 2023 CEO Performance Share Plan ( CEO PSP 2023 ) and the 2023 Dividend Share Plan ( Dividend Plan 2023 ). Liberty Global has also granted equivalent awards under these Telenet plans. The Telenet Replacement Awards were issued as either RSUs or PSUs, depending on the presence of a performance factor. Generally, (i) awards issued under the CEO PSP 2021, CEO PSP 2022 and CEO PSP 2023 are subject to certain performance metrics and vest at the end of a three-year period, (ii) awards issued under the Dividend Plan 2023 vest immediately, (iii) awards issued under the RSP 2022 and RSP 2023 vest 40 % after year one and 60 % after year two and are subject to a two-year holding restriction, (iv) awards issued under the PSP 2020 are subject to certain performance metrics, vest immediately and are subject to a two-year holding restriction, (v) awards issued under the PSP 2021 and PSP 2023 are subject to certain performance metrics and vest at the end of a three-year period and (vi) awards issued under the PSP 2022 were issued as RSUs, vest 40 % after year one and 60 % after year two and are subject to a two-year holding restriction.
Ventures Incentive Plans
Annually, beginning in April 2021, the compensation committee of our board of directors has approved grants under the “ Ventures Incentive Plans ”. The Ventures Incentive Plans are provided to executive officers and other key employees based on the performance of the Liberty Global Ventures Portfolio (the “ Portfolio ”), or a specific portion of the Portfolio in the instance of the “ Tech Ventures Incentive Plan .” A fair value assessment is performed for the Portfolio as of December 31st by an independent third-party valuation specialist and the Portfolio performance is measured by assessing the fair value of the Portfolio over a three-year period beginning on December 31st of the year preceding each annual grant. Payout will be denominated in cash and will be assessed at the end of each three-year period using eligible participants’ initial contributions, which are between 10 % and 50 % of their annual target equity value ( 10 % and 100 % for the 2021 Ventures Incentive Plan) and the contributed amount is in lieu of their normal annual equity grant. The compensation committee has the discretion to settle the final payout amount in (i) cash or (ii) Liberty Global Class A and Class C common shares based on the change in the Portfolio’s value. Subject to forfeitures, 100 % of each participant’s payout will vest on or around March of the year subsequent to the conclusion of the three-year performance period. In order to receive the payout, participants are required to remain employed through the final vesting date. Awards under the Ventures Incentive Plans are liability classified due to the fact that the final payout under these plans will be denominated in cash and may be settled in a variable number of shares. The estimated fair value of the final payouts under our Ventures Incentive Plans as of December 31, 2024 are shown below:
II-107
LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2024, 2023 and 2022
Performance period Vesting date Estimated fair value of final payout
in millions
2022 Ventures Incentive Plan
12/31/2021 - 12/31/2024 March 15, 2025 $ 8.8
2023 Ventures Incentive Plan 12/31/2022 - 12/31/2025 March 15, 2026 10.9
2023 Tech Ventures Incentive Plan 12/31/2022 - 12/31/2025 March 15, 2026 0.6
2024 Ventures Incentive Plan 12/31/2023 - 12/31/2026 March 15, 2027 13.5
2024 Tech Ventures Incentive Plan 12/31/2023 - 12/31/2026 March 15, 2027 0.7
Total $ 34.5
The 2021 Ventures Incentive Plan vested on March 15, 2024. 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.
2024 PSUs
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 ). 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. 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. The 2024 PSUs include over- and under-performance payout opportunities should the rTSR exceed or fail to meet the target, as applicable. 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. The 2024 PSUs have a maximum payout of 100 % should the TSR be negative. 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. The earned 2024 PSUs will fully vest on or around February 15, 2027.
2019 Challenge Performance Awards
In March 2019, the compensation committee of our board of directors approved a challenge performance award for executive officers and certain employees (the 2019 Challenge Performance Awards ), which consists of a combination of PSARs and PSUs, in each case divided on a 1:2 ratio based on Liberty Global Class A common shares and Liberty Global Class C common shares. Each PSU represents the right to receive one Liberty Global Class A common share or one Liberty Global Class C common share, as applicable. The performance criteria for the 2019 Challenge Performance Awards is based on the participant’s performance and achievement of individual goals during the three-year period ended December 31, 2021. Subject to forfeitures, the satisfaction of performance conditions and certain other terms, 100 % of each participant’s 2019 Challenge Performance Awards were earned and vested on March 7, 2022. The PSARs have a term of ten years and base prices equal to the respective market closing prices of the applicable class on the grant date.
Sunrise Distribution
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. 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
II-108
LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2024, 2023 and 2022
of outstanding equity awards before and after the Sunrise Distribution. 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. 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. 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
The following tables summarize the share-based award activity during 2024 with respect to awards issued by Liberty Global. Our company settles SARs and PSARs on a net basis when exercised by the award holder, whereby the number of shares issued represents the excess value of the award based on the market price of the respective Liberty Global shares at the time of exercise relative to the award’s exercise price. In addition, with respect to share-based awards held by Liberty Global employees, the number of shares to be issued upon vesting or exercise is reduced by the amount of the employee’s required income tax withholding.
Options — Class A common shares Number of awards Weighted
average
exercise price Weighted
average
remaining
contractual
term Aggregate
intrinsic value
in years in millions
Outstanding at January 1, 2024
622,177 $ 28.87
Granted 114,799 17.01
Forfeited ( 67,247 ) 33.50
Outstanding at November 12, 2024 669,729 26.37
Impact of the Award Modifications
490,267 ( 11.14 )
Outstanding at December 31, 2024
1,159,996 $ 15.23 4.7 $ 0.9
Exercisable at December 31, 2024
867,302 $ 16.96 3.2 $ 0.1
Options — Class C common shares Number of awards Weighted
average
exercise price Weighted
average
remaining
contractual
term Aggregate
intrinsic value
in years in millions
Outstanding at January 1, 2024
2,704,383 $ 24.79
Granted 462,858 17.49
Forfeited ( 134,230 ) 32.07
Outstanding at November 12, 2024 3,033,011 23.36
Impact of the Award Modifications
2,170,974 ( 9.74 )
Outstanding at December 31, 2024
5,203,985 $ 13.62 5.6 $ 6.7
Exercisable at December 31, 2024
3,805,819 $ 14.57 4.4 $ 3.4
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LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2024, 2023 and 2022
SARs — Class A common shares
Number of awards Weighted
average
base price Weighted
average
remaining
contractual
term Aggregate
intrinsic value
in years in millions
Outstanding at January 1, 2024
20,430,440 $ 25.90
Granted 4,132,571 16.77
Forfeited ( 2,186,732 ) 26.51
Exercised ( 651,203 ) 16.35
Outstanding at November 12, 2024 21,725,076 24.39
Impact of the Award Modifications
15,902,599 ( 10.31 )
Impact of the Spin-off
( 1,960,848 ) 14.27
Outstanding at November 13, 2024 35,666,827 14.07
Forfeited ( 298,434 ) 15.46
Exercised ( 683,753 ) 9.65
Outstanding at December 31, 2024
34,684,640 $ 14.15 5.5 $ 39.2
Exercisable at December 31, 2024
25,760,134 $ 15.50 4.3 $ 15.7
SARs — Class C common shares
Number of awards Weighted
average
base price Weighted
average
remaining
contractual
term Aggregate
intrinsic value
in years in millions
Outstanding at January 1, 2024
47,534,716 $ 25.28
Granted 5,463,215 17.52
Forfeited ( 3,738,073 ) 27.40
Exercised ( 1,348,429 ) 15.60
Outstanding at November 12, 2024 47,911,429 24.50
Impact of the Award Modifications
34,292,631 ( 10.22 )
Impact of the Spin-off
( 3,851,973 ) 14.45
Outstanding at November 13, 2024 78,352,087 14.27
Forfeited ( 491,590 ) 15.83
Exercised ( 2,230,208 ) 9.69
Outstanding at December 31, 2024
75,630,289 $ 14.40 5.5 $ 70.9
Exercisable at December 31, 2024
59,930,253 $ 15.29 4.6 $ 34.9
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LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2024, 2023 and 2022
PSARs — Class A common shares
Number of awards Weighted
average
base price Weighted
average
remaining
contractual
term Aggregate
intrinsic value
in years in millions
Outstanding at January 1, 2024
3,238,360 $ 25.97
Forfeited ( 193,929 ) 25.97
Outstanding at November 12, 2024 3,044,431 25.97
Impact of the Award Modifications
2,228,565 ( 10.97 )
Impact of the Spin-off
( 202,425 ) 15.00
Outstanding at November 13, 2024 5,070,571 15.00
Forfeited ( 101,526 ) 15.00
Outstanding at December 31, 2024
4,969,045 $ 15.00 3.9 $ —
Exercisable at December 31, 2024
4,969,045 $ 15.00 3.9 $ —
PSARs — Class C common shares
Number of awards Weighted
average
base price Weighted
average
remaining
contractual
term Aggregate
intrinsic value
in years in millions
Outstanding at January 1, 2024
6,335,073 $ 25.22
Forfeited ( 349,267 ) 25.22
Outstanding at November 12, 2024 5,985,806 25.22
Impact of the Award Modifications
4,284,380 ( 10.52 )
Impact of the Spin-off
( 394,363 ) 14.70
Outstanding at November 13, 2024 9,875,823 14.70
Forfeited ( 201,150 ) 14.70
Outstanding at December 31, 2024
9,674,673 $ 14.70 3.9 $ —
Exercisable at December 31, 2024
9,674,673 $ 14.70 3.9 $ —
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LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2024, 2023 and 2022
RSUs — Class A common shares
Number of awards Weighted
average
grant-date
fair value
per share Weighted
average
remaining
contractual
term
in years
Outstanding at January 1, 2024
2,446,678 $ 20.05
Granted 2,967,291 16.99
Forfeited ( 488,279 ) 17.60
Released from restrictions ( 2,265,981 ) 19.24
Outstanding at November 12, 2024 2,659,709 17.78
Impact of the Award Modifications
45,983 ( 8.36 )
Impact of the Spin-off
( 137,882 ) 10.54
Outstanding at November 13, 2024 2,567,810 9.36
Granted 1,888 12.76
Forfeited ( 11,314 ) 9.14
Released from restrictions ( 5,349 ) 10.71
Outstanding at December 31, 2024
2,553,035 $ 9.36 1.1
RSUs — Class C common shares Number of awards Weighted
average
grant-date
fair value
per share Weighted
average
remaining
contractual
term
in years
Outstanding at January 1, 2024
5,382,896 $ 20.70
Granted 3,340,539 17.76
Forfeited ( 646,144 ) 18.77
Released from restrictions ( 3,605,574 ) 20.55
Outstanding at November 12, 2024
4,471,717 18.91
Impact of the Award Modifications
44,960 ( 8.83 )
Impact of the Spin-off
( 268,157 ) 11.06
Outstanding at November 13, 2024 4,248,520 10.02
Granted 1,888 13.14
Forfeited ( 14,430 ) 9.79
Released from restrictions ( 6,706 ) 11.16
Outstanding at December 31, 2024
4,229,272 $ 10.02 1.0
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LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2024, 2023 and 2022
PSUs — Class A common shares
Number of awards Weighted
average
grant-date
fair value
per share Weighted
average
remaining
contractual
term
in years
Outstanding at January 1, 2024
444,448 $ 15.78
Granted 992,324 16.76
Forfeited ( 166,193 ) 16.57
Released from restrictions ( 133,098 ) 15.78
Outstanding at November 12, 2024 1,137,481 16.52
Impact of the Award Modifications
832,530 ( 7.77 )
Outstanding at November 13, 2024 1,970,011 8.76
Forfeited ( 6,187 ) 8.71
Outstanding at December 31, 2024
1,963,824 $ 8.76 1.9
PSUs — Class C common shares
Number of awards Weighted
average
grant-date
fair value
per share Weighted
average
remaining
contractual
term
in years
Outstanding at January 1, 2024
820,214 $ 17.05
Granted 1,365,500 17.51
Forfeited ( 207,343 ) 17.38
Released from restrictions ( 245,655 ) 17.05
Outstanding at November 12, 2024 1,732,716 17.37
Impact of the Award Modifications
1,240,067 ( 8.11 )
Outstanding at November 13, 2024 2,972,783 9.26
Forfeited ( 7,725 ) 9.22
Outstanding at December 31, 2024
2,965,058 $ 9.26 1.9
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LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2024, 2023 and 2022
Share-based Award Activity — Liberty Global Common Shares held by former Liberty Global employees
The following tables summarize the share-based awards held by former employees of Liberty Global subsequent to certain split-off or disposal transactions. Any future exercises of SARs or PSARs, or vesting of RSUs 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
SARs and PSARs:
Class A:
Outstanding
3,281,173 $ 16.34 4.2 $ 1.4
Exercisable
2,828,005 $ 17.09 3.6 $ 0.7
Class C:
Outstanding
6,426,281 $ 16.32 4.2 $ 2.5
Exercisable
5,543,696 $ 16.96 3.6 $ 1.3
Number of awards Weighted average grant-date fair value per share Weighted average remaining contractual term
in years
Outstanding RSUs and PSUs:
Class A:
RSUs
138,847 $ 10.52 0.7
PSUs
4,281 $ 8.87 2.1
Class C:
RSUs
268,070 $ 11.05 0.7
PSUs
4,241 $ 9.33 2.1
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LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2024, 2023 and 2022
(16) Defined Benefit Plans
Certain of our subsidiaries maintain various funded and unfunded defined benefit plans for their employees. The table below provides summary information on our defined benefit plans:
December 31,
2024 2023 2022
in millions
Fair value of plan assets (a) $ 274.9 $ 256.9 $ 215.4
Projected benefit obligation $ 255.2 $ 242.4 $ 203.8
Net asset $ 19.7 $ 14.5 $ 11.6
_______________
(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.
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.
(17) Accumulated Other Comprehensive Earnings (Loss)
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. The changes in the components of accumulated other comprehensive earnings (loss), net of taxes, are summarized as follows:
Liberty Global shareholders
Total accumulated other comprehensive earnings (loss)
Foreign currency translation adjustments Pension-related adjustments and other Accumulated other comprehensive earnings (loss) Noncontrolling interests
in millions
Balance at January 1, 2022 $ 3,880.0 $ 12.2 $ 3,892.2 $ ( 1.0 ) $ 3,891.2
Other comprehensive loss ( 3,259.2 ) ( 119.6 ) ( 3,378.8 ) 2.2 ( 3,376.6 )
Balance at December 31, 2022 620.8 ( 107.4 ) 513.4 1.2 514.6
Other comprehensive earnings 1,778.4 ( 121.5 ) 1,656.9 ( 0.8 ) 1,656.1
Balance at December 31, 2023 2,399.2 ( 228.9 ) 2,170.3 0.4 2,170.7
Other comprehensive loss ( 2,507.9 ) ( 41.7 ) ( 2,549.6 ) — ( 2,549.6 )
Impact of the Spin-off
( 337.0 ) 59.3 ( 277.7 ) — ( 277.7 )
Balance at December 31, 2024 $ ( 445.7 ) $ ( 211.3 ) $ ( 657.0 ) $ 0.4 $ ( 656.6 )
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LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2024, 2023 and 2022
The components of other comprehensive earnings (loss), net of taxes, are reflected in our consolidated statements of comprehensive earnings (loss). The following table summarizes the tax effects related to each component of other comprehensive earnings (loss), net of amounts reclassified to our consolidated statements of operations:
Pre-tax
amount Tax benefit
(expense) Net-of-tax
amount
in millions
Year ended December 31, 2024:
Foreign currency translation adjustments $ ( 2,567.3 ) $ 4.1 $ ( 2,563.2 )
Pension-related adjustments and other ( 51.1 ) ( 1.0 ) ( 52.1 )
Other comprehensive loss from continuing operations ( 2,618.4 ) 3.1 ( 2,615.3 )
Other comprehensive earnings from discontinued operations 68.1 ( 2.4 ) 65.7
Other comprehensive loss attributable to Liberty Global shareholders
$ ( 2,550.3 ) $ 0.7 $ ( 2,549.6 )
Year ended December 31, 2023:
Foreign currency translation adjustments $ 1,212.0 $ ( 1.9 ) $ 1,210.1
Pension-related adjustments and other ( 48.2 ) ( 0.1 ) ( 48.3 )
Other comprehensive earnings from continuing operations 1,163.8 ( 2.0 ) 1,161.8
Other comprehensive earnings from discontinued operations 478.3 16.0 494.3
Other comprehensive earnings 1,642.1 14.0 1,656.1
Other comprehensive loss attributable to noncontrolling interests (a) 0.9 ( 0.1 ) 0.8
Other comprehensive earnings attributable to Liberty Global shareholders
$ 1,643.0 $ 13.9 $ 1,656.9
Year ended December 31, 2022:
Foreign currency translation adjustments $ ( 3,101.9 ) $ 1.3 $ ( 3,100.6 )
Pension-related adjustments and other ( 125.2 ) ( 2.3 ) ( 127.5 )
Other comprehensive loss from continuing operations ( 3,227.1 ) ( 1.0 ) ( 3,228.1 )
Other comprehensive loss from discontinued operations (b) ( 146.7 ) ( 1.8 ) ( 148.5 )
Other comprehensive loss ( 3,373.8 ) ( 2.8 ) ( 3,376.6 )
Other comprehensive earnings attributable to noncontrolling interests (a) ( 2.9 ) 0.7 ( 2.2 )
Other comprehensive loss attributable to Liberty Global shareholders
$ ( 3,376.7 ) $ ( 2.1 ) $ ( 3,378.8 )
_______________
(a) Amounts represent the noncontrolling interest owners’ share of our pension-related adjustments.
(b) For additional information regarding the reclassification of foreign currency translation adjustments included in net earnings, see note 6.
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LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2024, 2023 and 2022
(18) Commitments and Contingencies
Commitments
In the normal course of business, we enter into agreements that commit our company to make cash payments in future periods with respect to purchases of CPE and other equipment and services, network and connectivity commitments, programming contracts and other items. The following table sets forth the U.S. dollar equivalents of such commitments as of December 31, 2024. The commitments included in this table do not reflect any liabilities that are included on our December 31, 2024 consolidated balance sheet.
Payments due during:
2025 2026 2027 2028 2029 Thereafter Total
in millions
Purchase commitments $ 621.3 $ 520.1 $ 468.8 $ 435.6 $ 79.9 $ 36.9 $ 2,162.6
Network and connectivity
commitments 80.3 48.6 11.0 7.9 7.5 0.2 155.5
Programming commitments 108.6 17.6 8.0 0.1 — — 134.3
Other commitments 344.5 178.7 17.6 11.2 7.8 6.3 566.1
Total
$ 1,154.7 $ 765.0 $ 505.4 $ 454.8 $ 95.2 $ 43.4 $ 3,018.5
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.
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. Programming commitments do not include increases in future periods associated with contractual inflation or other price adjustments that are not fixed. Accordingly, the amounts reflected in the above table with respect to these contracts are significantly less than the amounts we expect to pay in these periods under these contracts. Historically, payments to programming vendors have represented a significant portion of our operating costs, and we expect this will continue to be the case in future periods. In this regard, our total programming and copyright costs aggregated $ 406.3 million, $ 424.6 million and $ 407.2 million during 2024, 2023 and 2022, respectively.
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. For information regarding our derivative instruments, including the net cash paid or received in connection with these instruments, see note 8. For information regarding our defined benefit plans, see note 16.
We also have commitments pursuant to agreements with, and obligations imposed by, franchise authorities and municipalities, which may include obligations in certain markets to move aerial cable to underground ducts or to upgrade, rebuild or extend portions of our broadband communication systems. Such amounts are not included in the above table because they are not fixed or determinable.
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. We estimate that this contingent obligation is not currently significant.
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LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2024, 2023 and 2022
We have established various defined contribution benefit plans for our and our subsidiaries’ employees. Our aggregate expense for matching contributions under the various defined contribution employee benefit plans was $ 16.6 million, $ 17.4 million and $ 15.5 million during 2024, 2023 and 2022, respectively.
Guarantees and Other Credit Enhancements
In the ordinary course of business, we may provide (i) indemnifications to our lenders, our vendors and certain other parties and (ii) performance and/or financial guarantees to local municipalities, our customers and vendors. Historically, these arrangements have not resulted in our company making any material payments and we do not believe that they will result in material payments in the future.
Legal and Regulatory Proceedings and Other Contingencies
Interkabel Acquisition. On November 26, 2007, Telenet and four associations of municipalities in Belgium, which we refer to as the pure intercommunales or the “ PICs ,” announced a non-binding agreement-in-principle to transfer the analog and digital television activities of the PICs, including all existing subscribers, to Telenet. Subsequently, Telenet and the PICs entered into a binding agreement (the 2008 PICs Agreement ), which closed effective October 1, 2008. Beginning in December 2007, Proximus NV/SA ( Proximus ), the incumbent telecommunications operator in Belgium, instituted several proceedings seeking to block implementation of these agreements. Proximus lodged summary proceedings with the President of the Court of First Instance of Antwerp to obtain a provisional injunction preventing the PICs from effecting the agreement-in-principle and initiated a civil procedure on the merits claiming the annulment of the agreement-in-principle. In March 2008, the President of the Court of First Instance of Antwerp ruled in favor of Proximus in the summary proceedings, which ruling was overturned by the Court of Appeal of Antwerp in June 2008. Proximus brought an appeal judgment before the Belgian Supreme Court, which confirmed the appeal judgment in September 2010. On April 6, 2009, the Court of First Instance of Antwerp ruled in favor of the PICs and Telenet in the civil procedure on the merits, dismissing Proximus’ request for the rescission of the agreement-in-principle and the 2008 PICs Agreement. On June 12, 2009, Proximus appealed this judgment to the Court of Appeal of Antwerp. In this appeal, Proximus also sought compensation for damages. While these proceedings were suspended indefinitely, other proceedings were initiated, which resulted in a ruling by the Belgian Council of State in May 2014 annulling (i) the decision of the PICs not to organize a public market consultation and (ii) the decision from the PICs’ board of directors to approve the 2008 PICs Agreement. In December 2015, Proximus resumed the civil proceedings pending with the Court of Appeal of Antwerp seeking to have the 2008 PICs Agreement annulled and claiming damages of € 1.4 billion ($ 1.4 billion). O n December 18, 2017, the Court of Appeal of Antwerp rejected Proximus’ claim in its entirety. On June 28, 2019, Proximus brought this appeal judgment before the Belgian Supreme Court. On January 22, 2021, the Belgian Supreme Court partially annulled the judgment of the Court of Appeal of Antwerp. The case was referred to the Court of Appeal of Brussels and is currently pending with this Court which will need to make a new decision on the matter within the boundaries of the annulment by the Belgian Supreme Court. It is likely that it will take the Court of Appeal of Brussels several years to decide on the matter.
No assurance can be given as to the outcome of these or other proceedings. However, an unfavorable outcome of existing or future proceedings could potentially lead to the annulment of the 2008 PICs Agreement. We do not expect the ultimate resolution of this matter to have a material impact on our results of operations, cash flows or financial position. No amounts have been accrued by us with respect to this matter as the likelihood of loss is not considered to be probable.
Telekom Deutschland Litigation. On December 28, 2012, Unitymedia filed a lawsuit against Telekom Deutschland GmbH ( Telekom Deutschland ) in which Unitymedia asserted that it pays excessive prices for the co-use of Telekom Deutschland’s cable ducts in Unitymedia’s footprint. The Federal Network Agency approved rates for the co-use of certain ducts of Telekom Deutschland in March 2011. Based in part on these approved rates, Unitymedia sought a reduction of the annual lease fees by approximately five-sixths. In addition, Unitymedia sought the return of similarly calculated overpayments from 2009 through the ultimate settlement date, plus accrued interest. In October 2016, the first instance court dismissed this action, and in March 2018, the court of appeal dismissed Unitymedia’s appeal of the first instance court’s decision. Unitymedia has since successfully appealed the case to the Federal Court of Justice, and proceedings continue before the German courts. The resolution of this matter may take several years and no assurance can be given that Unitymedia’s claims will be successful. In connection with our sale of our former operations in Germany, Romania, Hungary and the Czech Republic to Vodafone (the Vodafone Disposal Group ) in 2019, we will only share in 50 % of any amounts recovered, plus 50 % of the net present value of certain cost savings in future periods that are attributable to the favorable resolution of this matter, less 50 % of associated legal or other third-party fees paid post-completion of the sale of the Vodafone Disposal Group. Any amount we may recover related
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LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2024, 2023 and 2022
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. In connection with the dispositions of certain of our operations, we provided tax indemnities to the counterparties for certain tax liabilities that could arise from the period we owned the respective operations, the amounts of which could be significant, subject to certain thresholds. No amounts have been accrued by our company related to unasserted claims for indemnification, as the likelihood of any loss is not considered to be probable. Further, Liberty Global may be entitled to certain amounts that our disposed operations may recover from taxing authorities. Any such amounts will not be reflected in our consolidated financial statements until such time as the final disposition of such matters has been reached.
Other Regulatory Matters. Broadband internet, video distribution, fixed-line telephony, mobile and content businesses are regulated in each of the countries in which we or our affiliates operate. The scope of regulation varies from country to country, although in some significant respects regulation in European markets is harmonized under the regulatory structure of the E.U. Adverse regulatory developments could subject our businesses to a number of risks. Regulation, including conditions imposed on us by competition or other authorities as a requirement to close acquisitions or dispositions, could limit growth, revenue and the number and types of services offered and could lead to increased operating costs and property and equipment additions. Regulation may also restrict our operations and subject them to further competitive pressure, including pricing restrictions, interconnect and other access obligations and restrictions or controls on content, including content provided by third parties. Failure to comply with current or future regulation could expose our businesses to various penalties.
In addition to the foregoing items, we have contingent liabilities related to matters arising in the ordinary course of business, including (i) legal proceedings, (ii) issues involving VAT and wage, property, withholding and other tax issues and (iii) disputes over interconnection, programming, copyright and channel carriage fees. While we generally expect that the amounts required to satisfy these contingencies will not materially differ from any estimated amounts we have accrued, no assurance can be given that the resolution of one or more of these contingencies will not result in a material impact on our results of operations, cash flows or financial position in any given period. Due, in general, to the complexity of the issues involved and, in certain cases, the lack of a clear basis for predicting outcomes, we cannot provide a meaningful range of potential losses or cash outflows that might result from any unfavorable outcomes.
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LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2024, 2023 and 2022
(19) Segment Reporting
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. Performance of our business is assessed and resources are allocated by our CODM on a segment basis. 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. 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. 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. 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. The significant accounting policies of our segments are the same as those described in note 3. In addition, our CODM reviews non-financial measures such as customer growth, as appropriate, but does not review any measure of total assets.
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. 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. 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. 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:
Consolidated:
• Telenet
• VM Ireland
Nonconsolidated:
• VMO2 JV
• VodafoneZiggo JV
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.
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. Prior periods have been revised in accordance with this reorganization.
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LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2024, 2023 and 2022
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 ).
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 ).
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.
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.
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. 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. 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. 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. 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. 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
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. 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.
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LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2024, 2023 and 2022
Revenue
Third-party and affiliate Intersegment Total
in millions
Year ended December 31, 2024:
Telenet $ 3,084.2 $ 0.2 $ 3,084.4
VM Ireland 487.9 3.5 491.4
VMO2 JV (nonconsolidated JV)
13,649.7 — 13,649.7
VodafoneZiggo JV (nonconsolidated JV)
4,450.5 — 4,450.5
Total reportable segment revenue $ 21,672.3 $ 3.7 21,676.0
Plus: all other category (a) 1,013.6
Less: nonconsolidated JV revenue ( 18,100.2 )
Less: elimination of intercompany consolidated revenue (b) ( 247.5 )
Total consolidated revenue $ 4,341.9
Year ended December 31, 2023:
Telenet $ 3,089.2 $ — $ 3,089.2
VM Ireland 502.3 3.8 506.1
VMO2 JV (nonconsolidated JV)
13,574.1 — 13,574.1
VodafoneZiggo JV (nonconsolidated JV)
4,450.5 — 4,450.5
Total reportable segment revenue $ 21,616.1 $ 3.8 21,619.9
Plus: all other category (a) 776.2
Less: nonconsolidated JV revenue ( 18,024.6 )
Less: elimination of intercompany consolidated revenue (b) ( 255.7 )
Total consolidated revenue $ 4,115.8
Year ended December 31, 2022:
Telenet $ 2,807.3 $ — $ 2,807.3
VM Ireland 491.4 3.3 494.7
VMO2 JV (nonconsolidated JV)
12,857.2 — 12,857.2
VodafoneZiggo JV (nonconsolidated JV)
4,284.6 — 4,284.6
Total reportable segment revenue $ 20,440.5 $ 3.3 20,443.8
Plus: all other category (a) 960.9
Less: nonconsolidated JV revenue ( 17,141.8 )
Less: elimination of intercompany consolidated revenue (b) ( 245.4 )
Total consolidated revenue $ 4,017.5
_____________
(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.
(b) Primarily reflects the elimination of (i) the revenue recognized related to the Tech Framework and (ii) transactions between our continuing and discontinued operations.
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LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2024, 2023 and 2022
The expense categories and amounts presented below align with the segment-level information that is regularly provided to the CODM. These amounts include intersegment expenses and are exclusive of share-based compensation expense.
Year ended December 31,
2024 2023 2022
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
in millions
Consolidated reportable segments:
Telenet
$ 764.5 $ 1,027.7 $ 789.1 $ 984.9 $ 657.9 $ 849.8
VM Ireland
$ 127.7 $ 185.4 $ 139.0 $ 185.7 $ 134.2 $ 176.9
Nonconsolidated reportable segments:
VMO2 JV
$ 4,710.7 $ 4,435.6 $ 4,645.4 $ 4,397.4 $ 4,238.6 $ 4,056.4
VodafoneZiggo JV
$ 912.2 $ 1,504.4 $ 903.9 $ 1,574.1 $ 886.6 $ 1,380.0
Adjusted EBITDA
Year ended December 31,
2024 2023 2022
in millions
Telenet
$ 1,292.2 $ 1,315.2 $ 1,299.6
VM Ireland 178.3 181.4 183.6
VMO2 JV (nonconsolidated JV)
4,503.4 4,531.3 4,562.2
VodafoneZiggo JV (nonconsolidated JV)
2,033.9 1,972.5 2,018.0
Total reportable segment Adjusted EBITDA
$ 8,007.8 $ 8,000.4 $ 8,063.4
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LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2024, 2023 and 2022
The following table provides a reconciliation of total reportable segment Adjusted EBITDA to earnings (loss) from continuing operations before income taxes:
Year ended December 31,
2024 2023 2022
in millions
Total reportable segment Adjusted EBITDA
$ 8,007.8 $ 8,000.4 $ 8,063.4
Plus: all other category (a) ( 188.7 ) ( 215.1 ) 75.2
Less: nonconsolidated JV Adjusted EBITDA
( 6,537.3 ) ( 6,503.8 ) ( 6,580.2 )
Less: intercompany consolidated eliminations (b) ( 122.0 ) ( 131.1 ) ( 129.4 )
Share-based compensation expense ( 168.3 ) ( 204.8 ) ( 163.2 )
Depreciation and amortization ( 1,002.0 ) ( 1,216.4 ) ( 1,093.6 )
Impairment, restructuring and other operating items, net ( 49.6 ) ( 43.0 ) ( 62.3 )
Operating income (loss) ( 60.1 ) ( 313.8 ) 109.9
Interest expense ( 574.7 ) ( 505.0 ) ( 300.9 )
Realized and unrealized gains on derivative instruments, net 315.2 78.3 854.4
Foreign currency transaction gains (losses), net 1,756.5 ( 719.7 ) 1,298.8
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 )
Gain on sale of All3Media
242.9 — —
Gain associated with the Formula E Acquisition
190.7 — —
Gain associated with the Telenet Wyre Transaction
— 377.8 —
Gain on Telenet Tower Sale
— — 700.5
Other income, net 201.8 211.4 101.0
Earnings (loss) from continuing operations before income taxes $ 1,838.3 $ ( 3,446.0 ) $ 1,178.4
_____________
(a) Amounts include development costs related to our internally-developed software subsequent to our decision in May 2023 to externally market such software.
(b) Amounts relate to (i) the Adjusted EBITDA impact related to the Tech Framework and (ii) transactions between our continuing and discontinued operations.
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LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2024, 2023 and 2022
Property and Equipment Additions of our Reportable Segments
The property and equipment additions of our reportable segments (including capital additions financed under capital-related vendor financing or finance lease arrangements) are presented below and reconciled to the capital expenditure amounts included in our consolidated statements of cash flows. For additional information concerning capital additions financed under vendor financing and finance lease arrangements, see notes 10 and 12, respectively.
Year ended December 31,
2024 2023 2022
in millions
Telenet
$ 876.6 $ 746.6 $ 643.0
VM Ireland 173.4 176.7 147.4
VMO2 JV
2,661.3 2,478.9 2,785.0
VodafoneZiggo JV
928.9 989.8 999.3
Total reportable segment property and equipment additions 4,640.2 4,392.0 4,574.7
Plus: all other category (a) 49.7 129.1 259.9
Less: nonconsolidated JV property and equipment additions ( 3,590.2 ) ( 3,468.7 ) ( 3,784.3 )
Less: elimination of intercompany consolidated property and equipment additions (b) ( 37.8 ) ( 38.0 ) ( 37.1 )
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 )
Assets acquired under finance leases ( 7.4 ) ( 20.9 ) ( 33.8 )
Changes in current liabilities related to capital expenditures ( 69.2 ) 24.7 ( 15.9 )
Total capital expenditures, net $ 908.5 $ 921.9 $ 891.3
_______________
(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.
(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.
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LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2024, 2023 and 2022
Revenue by Major Category
Our revenue by major category is set forth below:
Year ended December 31,
2024 2023 2022
in millions
Residential revenue:
Residential fixed revenue (a):
Subscription revenue (b):
Broadband internet $ 890.6 $ 872.0 $ 804.9
Video 598.2 616.2 602.1
Fixed-line telephony 196.0 217.0 229.0
Total subscription revenue 1,684.8 1,705.2 1,636.0
Non-subscription revenue 21.6 21.3 30.0
Total residential fixed revenue 1,706.4 1,726.5 1,666.0
Residential mobile revenue (c):
Subscription revenue (b) 487.1 487.1 454.4
Non-subscription revenue 169.3 187.8 184.3
Total residential mobile revenue 656.4 674.9 638.7
Total residential revenue 2,362.8 2,401.4 2,304.7
B2B revenue (d):
Subscription revenue 431.5 417.8 384.6
Non-subscription revenue 411.3 440.8 398.8
Total B2B revenue
842.8 858.6 783.4
Other revenue (e) 1,136.3 855.8 929.4
Total $ 4,341.9 $ 4,115.8 $ 4,017.5
_______________
(a) Residential fixed subscription revenue includes amounts received from subscribers for ongoing services and the recognition of deferred installation revenue over the associated contract period. Residential fixed non-subscription revenue includes, among other items, channel carriage fees, late fees and revenue from the sale of equipment.
(b) Residential subscription revenue from subscribers who purchase bundled services at a discounted rate is generally allocated proportionally to each service based on the standalone price for each individual service. As a result, changes in the standalone pricing of our fixed and mobile products or the composition of bundles can contribute to changes in our product revenue categories from period to period.
(c) Residential mobile subscription revenue includes amounts received from subscribers for ongoing services. Residential mobile non-subscription revenue includes, among other items, interconnect revenue and revenue from sales of mobile handsets and other devices.
(d) B2B subscription revenue represents revenue from (i) services provided to small or home office ( SOHO ) subscribers and (ii) mobile services provided to medium and large enterprises. SOHO subscribers pay a premium price to receive expanded service levels along with broadband internet, video, fixed-line telephony or mobile services that are the same or similar to the mass marketed products offered to our residential subscribers. B2B non-subscription revenue includes (a) revenue from business broadband internet, video, fixed-line telephony and data services offered to medium and large enterprises and, fixed-line and mobile services on a wholesale basis, to other operators and (b) revenue from long-term leases of portions of our network.
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LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2024, 2023 and 2022
(e) Other revenue includes, among other items, (i) broadcasting revenue at Telenet and VM Ireland, (ii) revenue earned from the U.K. 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
The revenue of our geographic segments is set forth below:
Year ended December 31,
2024 2023 2022
in millions
Belgium $ 2,921.1 $ 2,948.2 $ 2,807.3
Ireland 491.4 506.1 494.7
Slovakia 51.1 51.8 49.9
Other, including elimination of intercompany consolidated revenue (a) 878.3 609.7 665.6
Total $ 4,341.9 $ 4,115.8 $ 4,017.5
VMO2 JV (U.K.)
$ 13,649.7 $ 13,574.1 $ 12,857.2
VodafoneZiggo JV (Netherlands)
$ 4,450.5 $ 4,450.5 $ 4,284.6
_______________
(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.
The long-lived assets, which we define as property and equipment, net and ROU assets, of our geographic segments are set forth below:
December 31,
2024 2023
in millions
Belgium $ 4,022.3 $ 4,104.6
Ireland 696.2 677.7
Slovakia 51.2 57.3
Other (a) 322.6 296.8
Consolidated intercompany eliminations ( 55.8 ) ( 69.9 )
Total $ 5,036.5 $ 5,066.5
VMO2 JV (U.K.)
$ 12,061.1 $ 11,442.6
VodafoneZiggo JV (Netherlands)
$ 5,156.0 $ 5,605.9
_______________
(a) Primarily relates to (i) certain long-lived assets associated with our corporate activities located in the Netherlands, the U.K. and the U.S. and (ii) certain other operations at Telenet, primarily in the U.S. and Luxembourg.
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LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2024, 2023 and 2022
(20) Quarterly Financial Information (Unaudited)
2024
1 st quarter
2 nd quarter
3 rd quarter
4 th quarter
in millions, except per share amounts
Revenue:
As previously reported $ 1,945.1 $ 1,873.7 $ 1,935.2 $ 1,123.2
Effect of discontinued operations (note 6)
( 853.8 ) ( 815.8 ) ( 865.7 ) —
As adjusted $ 1,091.3 $ 1,057.9 $ 1,069.5 $ 1,123.2
Operating income (loss):
As previously reported $ 22.6 $ 19.1 $ 101.3 $ ( 48.2 )
Effect of discontinued operations (note 6)
( 34.9 ) ( 52.1 ) ( 67.9 ) —
As adjusted $ ( 12.3 ) $ ( 33.0 ) $ 33.4 $ ( 48.2 )
Earnings (loss) from continuing operations:
As previously reported $ 527.0 $ 275.2 $ ( 1,410.9 ) $ 2,334.2
Effect of discontinued operations (note 6)
107.5 48.9 ( 12.8 ) —
As adjusted $ 634.5 $ 324.1 $ ( 1,423.7 ) $ 2,334.2
Earnings (loss) from continuing operations attributable to Liberty Global shareholders:
As previously reported $ 510.0 $ 268.1 $ ( 1,434.1 ) $ 2,323.6
Effect of discontinued operations (note 6)
107.5 48.9 ( 12.8 ) —
As adjusted $ 617.5 $ 317.0 $ ( 1,446.9 ) $ 2,323.6
Net earnings (loss) $ 527.0 $ 275.2 $ ( 1,410.9 ) $ 2,254.6
Net earnings (loss) attributable to Liberty Global shareholders
$ 510.0 $ 268.1 $ ( 1,434.1 ) $ 2,244.0
Basic earnings (loss) attributable to Liberty Global shareholders per share (note 3):
Continuing operations $ 1.63 $ 0.85 $ ( 3.99 ) $ 6.54
Discontinued operations ( 0.28 ) ( 0.13 ) 0.04 ( 0.22 )
$ 1.35 $ 0.72 $ ( 3.95 ) $ 6.32
Diluted earnings (loss) attributable to Liberty Global shareholders per share (note 3):
Continuing operations $ 1.60 $ 0.84 $ ( 3.99 ) $ 6.33
Discontinued operations ( 0.28 ) ( 0.13 ) 0.04 ( 0.22 )
$ 1.32 $ 0.71 $ ( 3.95 ) $ 6.11
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LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2024, 2023 and 2022
2023
1 st quarter
2 nd quarter
3 rd quarter
4 th quarter
in millions, except per share amounts
Revenue:
As previously reported $ 1,868.4 $ 1,848.0 $ 1,854.5 $ 1,920.5
Effect of discontinued operations (note 6)
( 806.2 ) ( 815.7 ) ( 857.1 ) ( 896.6 )
As adjusted $ 1,062.2 $ 1,032.3 $ 997.4 $ 1,023.9
Operating income (loss):
As previously reported $ 37.4 $ ( 49.2 ) $ ( 27.4 ) $ ( 205.3 )
Effect of discontinued operations (note 6)
( 19.1 ) ( 17.6 ) ( 65.4 ) 32.8
As adjusted $ 18.3 $ ( 66.8 ) $ ( 92.8 ) $ ( 172.5 )
Earnings (loss) from continuing operations:
As previously reported $ ( 713.5 ) $ ( 511.3 ) $ 822.7 $ ( 3,471.7 )
Effect of discontinued operations (note 6)
36.2 33.3 37.1 108.1
As adjusted $ ( 677.3 ) $ ( 478.0 ) $ 859.8 $ ( 3,363.6 )
Earnings (loss) from continuing operations attributable to Liberty Global shareholders:
As previously reported $ ( 721.4 ) $ ( 499.6 ) $ 659.2 $ ( 3,489.9 )
Effect of discontinued operations (note 6)
36.2 33.3 37.1 108.1
As adjusted $ ( 685.2 ) $ ( 466.3 ) $ 696.3 $ ( 3,381.8 )
Net earnings (loss) $ ( 713.5 ) $ ( 511.3 ) $ 822.7 $ ( 3,471.7 )
Net earnings (loss) attributable to Liberty Global shareholders
$ ( 721.4 ) $ ( 499.6 ) $ 659.2 $ ( 3,489.9 )
Basic earnings (loss) attributable to Liberty Global shareholders per share (note 3):
Continuing operations $ ( 1.51 ) $ ( 1.05 ) $ 1.67 $ ( 8.64 )
Discontinued operations ( 0.08 ) ( 0.08 ) ( 0.09 ) ( 0.28 )
$ ( 1.59 ) $ ( 1.13 ) $ 1.58 $ ( 8.92 )
Diluted earnings (loss) attributable to Liberty Global shareholders per share (note 3):
Continuing operations $ ( 1.51 ) $ ( 1.05 ) $ 1.66 $ ( 8.64 )
Discontinued operations ( 0.08 ) ( 0.08 ) ( 0.09 ) ( 0.28 )
$ ( 1.59 ) $ ( 1.13 ) $ 1.57 $ ( 8.92 )
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PART III
The capitalized terms used in Part III of this Annual Report on Form 10-K are defined in the notes to our consolidated financial statements. In the following text, the terms, “we,” “our,” “our company” and “us” may refer, as the context requires, to Liberty Global or collectively to Liberty Global and its subsidiaries.
Except as indicated below, the following required information is incorporated by reference to our definitive proxy statement for our 2025 Annual Meeting of Shareholders, which we intend to hold during the second quarter of 2025.
Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
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.
Item 11. EXECUTIVE COMPENSATION
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The information required by Item 201(d) of Regulation S-K is included below and accordingly will not be incorporated by reference to our definitive proxy statement.
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Our independent registered public accounting firm is KPMG LLP, Denver, CO
Auditor Firm ID: 185
We intend to file our definitive proxy statement for our 2025 Annual Meeting of Shareholders with the Securities and Exchange Commission on or before April 28, 2025.
Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Insider Trading Policy
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. Liberty Global also follows procedures for the repurchase of its securities. 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. A copy of Liberty Global’s insider trading policy is filed as Exhibit 19.1 to this Annual Report on Form 10-K.
III-1
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS
Securities Authorized for Issuance Under Equity Compensation Plans
The following table sets forth information as of December 31, 2024 with respect to our common shares that are authorized for issuance under our equity compensation plans.
Equity Compensation Plan Information
Plan Category Number of
securities to be
issued upon
exercise of
outstanding
options, warrants
and rights (1)(2) Weighted average exercise price of outstanding options, warrants and rights (1)(2) Number of
securities
available for
future issuance
under equity
compensation
plans (excluding securities reflected in the first column)
Equity compensation plans approved by security holders:
Liberty Global 2023 Incentive Plan (3):
38,692,888
Liberty Global Class A common shares 6,286,319 $ 9.68
Liberty Global Class C common shares 9,125,285 $ 10.21
Liberty Global 2014 Incentive Plan (4):
Liberty Global Class A common shares 36,847,379 $ 15.20
Liberty Global Class C common shares 83,400,125 $ 15.00
Liberty Global 2014 Nonemployee Director Incentive Plan (4):
Liberty Global Class A common shares 961,156 $ 16.35
Liberty Global Class C common shares 4,409,818 $ 14.23
Equity compensation plans not approved by security holders:
None — —
Totals:
Total common shares available for issuance 38,692,888
Liberty Global Class A common shares 44,094,854
Liberty Global Class C common shares 96,935,228
_______________
(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. Based upon the respective market prices of Liberty Global Class A and Class C common shares at December 31, 2024 and excluding any related tax effects, 3,180,599 and 5,586,122 Liberty Global Class A and Liberty Global Class C common shares, respectively, would have been issued if all outstanding and in-the-money SARs had been exercised on December 31, 2024. For further information, see note 15 to our consolidated financial statements.
(2) In addition to the option, SAR and PSAR information included in this table, there are outstanding RSU and PSU awards under the various incentive plans with respect to an aggregate of 4,659,987 and 7,466,641, Liberty Global Class A and Liberty Global Class C common shares, respectively.
(3) The Liberty Global 2023 Incentive Plan permits grants of, or with respect to, Liberty Global Class A, Class B, or Class C common shares subject to a single aggregate limit of 43,284,342 shares, subject to anti-dilution adjustments. As of 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
III-2
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.
III-3
PART IV
Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
(a) (1) FINANCIAL STATEMENTS
The financial statements required under this Item begin on page II-41 of this Annual Report on Form 10-K.
(a) (2) FINANCIAL STATEMENT SCHEDULES
The financial statement schedules required under this Item are as follows:
Schedule II - Valuation and Qualifying Accounts IV- 6
(a) (3) EXHIBITS
Listed below are the exhibits filed as part of this Annual Report on Form 10-K (according to the number assigned to them in Item 601 of Regulation S-K). Each reference to the Registrant includes the Registrant’s predecessors, as applicable.
2 -- Plan of Acquisition, Reorganization, Arrangement, Liquidation or Succession:
2.1 Sale and Purchase Agreement, dated as of September 22, 2021, by and among Liberty Global plc , UPC Poland Holding B.V., P4 sp.z o.o. and Iliad S.A. (incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed September 23, 2021 (File No. 001-35961)).***
2.2 Master Separation Agreement, dated as of September 9, 2024, by and between Liberty Global Ltd. 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. 001-35961)).
3 -- Articles of Incorporation and Bylaws:
3.1 Bye-Laws of Liberty Global Ltd., adopted on November 23, 2023 (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed November 24, 2023 (File No. 001-35961)).
4 -- Instruments Defining the Rights of Securities Holders, including Indentures:
4.1 Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 (incorporated by reference to Exhibit 4.1 to the Registrant’s Annual Report on Form 10-K filed February 15, 2024 (File No. 001-35961) ).
Borrowing Obligations of Telenet Group
4.2 Indenture dated December 13, 2017 between Telenet Finance Luxembourg Notes S.a.r.l., The Bank of New York Mellon, London Branch, as Trustee and Security Trustee and The Bank of New York Mellon SA/NV, Luxembourg Branch, as Transfer Agent and Registrar (incorporated by reference to Exhibit 4.4 to the Registrant’s Current Report on Form 8-K filed December 18, 2017 (File No. 000.35961)(the December 2017 8-K/A)).
4.3 Additional Facility AJ Accession Agreement dated December 13, 2017 and entered into between, among others, Telenet International Finance S.a.r.l. as the Borrower, Telenet Financing USD LLC as a Guarantor, The Bank of Nova Scotia as Facility Agent and KBC Bank NV as Security Agent (incorporated by reference to Exhibit 4.5 to the December 2017 8-K/A).
4.4 Additional Facility AK Accession Agreement dated December 13, 2017 and entered into between, among others, Telenet International Finance S.a.r.l. as the Borrower, Telenet Financing USD LLC as a Guarantor, The Bank of Nova Scotia as Facility Agent and KBC Bank NV as Security Agent (incorporated by reference to Exhibit 4.6 to the December 2017 8-K/A).
4.5 Telenet Supplemental Agreement (Credit Agreement) dated November 16, 2018 between among others, Telenet BVBA as the company, The Bank of Nova Scotia as facility agent and KBC Bank NV as security agent (incorporated by reference to Exhibit 4.1 to the November 2018 8-K ).
4.6 Additional Facility AR Accession Agreement dated January 24, 2020 and entered into between, among others, Telenet Financing USD LLC as the Borrower, Telenet BVBA as a Guarantor and The Bank of Nova Scotia as the Facility Agent (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed January 30, 2020 (File No. 001-35961) (the January 30, 2020 8-K)).
4.7 Additional Facility AQ Accession Agreement dated January 24, 2020 and entered into between, among others, Telenet International Finance S.à r.l. as the Borrower, Telenet BVBA as a Guarantor and The Bank of Nova Scotia as the Facility Agent (incorporated by reference to Exhibit 4.2 to the January 30, 2020 8-K).
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4.8 Supplemental Agreement dated April 6, 2020 between, among others, Telenet BV as company, The Bank of Nova Scotia as facility agent and KBC Bank NV as security agent and attached as a schedule thereto, a copy of the Amended and Restated Credit Agreement dated April 6, 2020, between, among others, Telenet BV as original borrower and The Bank of Nova Scotia as facility agent and KBC Bank NV as security agent (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed April 10, 2020 (File No. 001-35961)).
4.9 Supplemental Agreement dated June 30, 2023 between, among others, Telenet BV as company, The Bank of Nova Scotia as facility agent and KBC Bank NV as security agent and attached as a schedule thereto, a copy of the Amended and Restated Credit Agreement dated June 30, 2023, between, among others, Telenet BV as original borrower and The Bank of Nova Scotia as facility agent and KBC Bank NV as security agent. (Incorporated by reference to Exhibit 4.1 to the Registrant's Current report on Form 8-K filed July 6, 2023 (File No. 001-35961)).
The Registrant undertakes to furnish to the Securities and Exchange Commission, upon request, a copy of all instruments with respect to long-term debt not filed herewith.
10 -- Material Contracts:
Compensatory Plans or Arrangements
10.1 Deed of Assumption of Liberty Global Ltd. (f/k/a Liberty Global plc), dated June 7, 2013 (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed June 7, 2013 (File No. 001-35961).
10.2+ Deferred Compensation Plan (adopted effective December 15, 2008; Amended and Restated as of October 26, 2015)(incorporated by reference to Exhibit 10.29 to the Registrant’s Annual Report on Form 10-K filed February 16, 2016 (File No. 001-35961)).
10.3+ Nonemployee Director Deferred Compensation Plan (Amended and Restated Effective December 11, 2015)(incorporated by reference to Exhibit 10.30 to the Registrant’s Annual Report on Form 10-K filed February 16, 2016 (File No. 001-35961) ).
10.4+ Liberty Global 2014 Incentive Plan (Amended and Restated effective November 24, 2023) (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed November 24, 2023 (File No. 001-35961)).
10.5+ Form of Share Appreciation Rights Agreement between the Registrant and its Chief Executive Officer under the Liberty Global 2014 Incentive Plan (incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q filed August 4, 2016 (File No. 001-35961)).
10.6+ Form of Performance Restricted Share Units Agreement (SHIP) under the Liberty Global 2014 Incentive Plan (incorporated by reference to Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q filed August 8, 2019 (File No. 001-35961)).
10.7+ 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. 001-35961)).
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. 001-35961)).
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. 001-35961)).
10.10+ Liberty Global 2020 Long-Term Equity Incentive Program for executive officers under the Liberty Global 2014 Incentive Plan (description of said plan is incorporated by reference to the description thereof included in Item 5.02(e) of the Registrant’s Current Report on Form 8-K filed April 3, 2020 (File No. 001-35961)).
10.11+ Liberty Global 2021 Long-Term Equity Incentive Program for executive officers under the Liberty Global 2014 Incentive Plan (description of said plan is incorporated by reference to the description thereof included in Item 5.02(e) of Registrant’s Current Report on Form 8-K filed April 15, 2021 (File No. 001-35961)).
10.12+ Liberty Global Compensation Policy for Nonemployee Directors effective June 14, 2023 (incorporated by reference to Appendix A to the Registrant’s Proxy Statement on Schedule 14A filed April 28, 2023 (File No. 001-35961)).
10.13+ 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. 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. 001-35961)).
10.15+ Liberty Global 2023 Incentive Plan (Amended and Restated effective November 24, 2023) (incorporated by reference to Exhibit 10.4 to the Registrant’s Current Report on Form 8-K filed November 24, 2023 (File No. 001-35961)).
IV-2
10.16+ Form of Share Appreciation Rights Agreement under the Liberty Global 2023 Incentive Plan (incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q filed July 24, 2023 (File No. 001-35961)).
10.17+ Form of Restricted Share Units Agreement (3-year vesting) under the Liberty Global 2023 Incentive Plan (incorporated by reference to Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q filed July 24, 2023 (File No. 001-35961)).
10.18+ Form of Restricted Share Units Agreement (4-year vesting) under the Liberty Global 2023 Incentive Plan (incorporated by reference to Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q filed July 24, 2023 (File No. 001-35961)).
10.19+ Form of Non-Qualified Share Option Agreement under the Liberty Global 2023 Incentive Plan (incorporated by reference to Exhibit 10.5 to the Registrant’s Quarterly Report on Form 10-Q filed July 24, 2023 (File No. 001-35961)).
10.20+ 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. 001-35961)).
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. 001-35961)).
Employment Agreements
10.22+ Executive Service Agreement, dated December 15, 2004, between UPC Services Limited and Charles Bracken (incorporated by reference to Exhibit 10.36 to the Registrant’s Annual Report on Form 10-K filed February 24, 2010 (File No. 000-51360)).
10.23+ Employment Agreement, dated May 19, 2005, by and between Liberty Global Europe Limited (f/k/a UGC Europe Services Ltd.) and Andrea Salvato, assigned by Liberty Global Europe Limited to Liberty Global Holdings Limited (f/k/a Liberty Global plc) on November 1, 2013 (incorporated by reference to Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q filed August 3, 2020 (File No. 001-35961)).
10.24+ Employment Agreement dated as of June 28, 2018, between Liberty Global, Inc. and Enrique Rodriguez (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed August 8, 2018 (File No. 001-35961)).
10.25+ Amended and Restated Employment Agreement dated as of April 30, 2019, by and among the Liberty Global Holdings Limited (f/k/a Liberty Global plc), Liberty Global Inc. and Michael T. Fries (incorporated by reference to Exhibit 10.9 to the Registrant’s Quarterly Report on Form 10-Q filed August 8, 2019 (File No. 001-35961)).
10.26+ Employment Agreement, dated May 21, 2020, by and between Liberty Global, Inc. and Bryan H. Hall (incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q filed August 3, 2020 (File No. 001-35961)).
Shareholder Agreements
10.27 Shareholders’ Agreement, dated December 31, 2016, by and among, Vodafone International Holdings B.V., Vodafone Group Plc, Liberty Global Europe Holding B.V., the Registrant and Lynx Global Europe II B.V. (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed January 6, 2017 (File No. 001-35961)).
10.28 Shareholders Agreement, dated June 1, 2021, by and among Liberty Global Ltd. (f/k/a Liberty Global plc), Liberty Global Europe 2 Limited, Liberty Global Holdco Limited, Telefonica, S.A. and Telefonica O2 Holdings Limited (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed June 4, 2021 (File No. 001-35961)).
Other Agreements and Policies
10.29+ 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. 001-35961)).
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. 000-51360)).
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. 001-35961)).
19 -- Insider Trading Policies and Procedures:
19.1 Insider Trading Policy*
21 -- List of Subsidiaries*
23 -- Consent of Experts and Counsel:
23.1 Consent of KPMG LLP*
31 -- Rule 13a-14(a)/15d-14(a) Certification:
IV-3
31.1 Certification of President and Chief Executive Officer*
31.2 Certification of Executive Vice President and Chief Financial Officer (Principal Financial Officer)*
32 -- Section 1350 Certification **
97 -- Policy relating to recovery of erroneously awarded compensation, as required by applicable listing standards adopted pursuant to 17 CFR 240.10D-1:
97.1 Liberty Global Ltd. Compensation Recovery Policy (incorporated by reference to Exhibit 97.1 to the Registrant’s Annual Report on Form 10-K filed February 15, 2024 (File No. 001-35961) ).
101.SCH Inline XBRL Taxonomy Extension Schema Document*
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document*
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase*
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document*
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document*
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)*
_______________
* Filed herewith
** Furnished herewith
*** Schedules and similar attachments to the agreement have been omitted pursuant to Item 601(a)(5) of Regulation S‑K. The Registrant hereby undertakes to furnish supplemental copies of any of the omitted schedules and similar attachments upon request by the United States Securities and Exchange Commission
+ This document has been identified as a management contract or compensatory plan or arrangement.
Item 16. FORM 10-K SUMMARY
None.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
LIBERTY GLOBAL LTD.
Dated: February 18, 2025 /s/ BRYAN H. HALL
Bryan H. Hall
Executive Vice President, General Counsel and Secretary
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the date indicated.
Signature Title Date
/s/ JOHN C. MALONE Chairman of the Board February 18, 2025
John C. Malone
/s/ MICHAEL T. FRIES President, Chief Executive Officer and Director February 18, 2025
Michael T. Fries
/s/ ANDREW J. COLE Director February 18, 2025
Andrew J. Cole
/s/ MIRANDA CURTIS Director February 18, 2025
Miranda Curtis
/s/ MARISA D. DREW Director February 18, 2025
Marisa D. Drew
/s/ PAUL A. GOULD Director February 18, 2025
Paul A. Gould
/s/ RICHARD R. GREEN Director February 18, 2025
Richard R. Green
/s/ LARRY ROMRELL Director February 18, 2025
Larry Romrell
/s/ DANIEL E. SANCHEZ Director February 18, 2025
Daniel E. Sanchez
/s/ J. DAVID WARGO Director February 18, 2025
J. David Wargo
/s/ ANTHONY G. WERNER Director February 18, 2025
Anthony G. Werner
/s/ CHARLES H.R. BRACKEN Executive Vice President and Chief Financial Officer February 18, 2025
Charles H.R. Bracken
/s/ JASON WALDRON Senior Vice President and Chief Accounting Officer February 18, 2025
Jason Waldron
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LIBERTY GLOBAL LTD.
SCHEDULE II
VALUATION AND QUALIFYING ACCOUNTS
Allowance for doubtful accounts — Trade receivables
Balance at beginning
of period Additions to costs and expenses Deductions or write-offs Foreign currency translation adjustments Balance
at end of period
in millions
Year ended December 31:
2022
$ 17.1 8.6 ( 5.7 ) ( 0.9 ) $ 19.1
2023
$ 19.1 8.2 ( 6.2 ) 0.5 $ 21.6
2024
$ 21.6 6.6 ( 6.3 ) ( 1.4 ) $ 20.5
Allowance for doubtful accounts — Loans to affiliates
Balance at beginning
of period Additions to
costs and
expenses Foreign currency translation adjustments Balance
at end of
period
in millions
Year ended December 31:
2022
$ 37.2 ( 4.5 ) ( 2.5 ) $ 30.2
2023
$ 30.2 ( 1.7 ) 1.0 $ 29.5
2024
$ 29.5 ( 7.8 ) ( 1.4 ) $ 20.3
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