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, 2025. 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, 2025, 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-37.
(b) Audit Report of the Independent Registered Public Accounting Firm
The audit report of KPMG LLP is included herein on page II-38.
(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, 2025, 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-36
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, 2025, 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, 2025. The effectiveness of our internal control over financial reporting has been audited by KPMG LLP, an independent registered public accounting firm, as stated in their report included herein.
II-37
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, 2025, 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, 2025, 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, 2025 and 2024, 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, 2025, and the related notes and financial statement schedule II (collectively, the consolidated financial statements), and our report dated February 18, 2026 expressed an unqualified opinion on those consolidated financial statements.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ KPMG LLP
Denver, Colorado
February 18, 2026
II-38
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, 2025 and 2024, 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, 2025, 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, 2025 and 2024, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2025, 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, 2025, 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, 2026 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 was communicated or required to be communicated to the audit committee and that: (1) relates 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 a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Equity method accounting for the Company’s investments in the VMO2 JV and the VodafoneZiggo JV
As described in Notes 3 and 7 to the consolidated financial statements, the Company holds noncontrolling interests in joint ventures for which it is able to significantly influence the operating policies of the affiliate that is accounted for using the equity method of accounting. Under the equity method, investments, originally recorded at cost, are adjusted to recognize the Company’s share of net earnings or losses of the affiliates as they occur rather than as dividend distributions are received, with the recognition of losses generally limited to the extent of its investment in, and advances and commitments to, the investee. Dividend distributions from equity method investees are reflected as reductions in the carrying values of the applicable investments. Dividend distributions are included as operating or investing cash flows in the consolidated statement of cash
II-39
flows when deemed to be returns on or returns of the investments, respectively. As of December 31, 2025, the Company’s equity method investment balance in the VMO2 JV and the VodafoneZiggo JV was $3,756.7 million and $1,738.6 million, respectively. For the year ended December 31, 2025, the Company’s share of results of the VMO2 JV and the VodafoneZiggo JV was a loss of $2,921.4 million and a loss of $99.0 million, respectively.
We identified the evaluation of the equity method of accounting for the Company’s investments in the VMO2 JV and the VodafoneZiggo JV as a critical audit matter. Evaluating the Company’s application of the equity method of accounting for these investments required a higher degree of complex auditor judgment to determine the nature and extent of audit effort required to address the matter.
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 equity method accounting process, including a control related to the share of results of affiliates calculation and treatment of distributions received from the affiliates. We compared distributions received from the VMO2 JV and the VodafoneZiggo JV to underlying documentation and evaluated the Company’s determination of the nature of cash flows from such distributions. We compared the financial information for these two equity method investments as reflected in the Company’s records to the investees’ accounting records. We evaluated the application of the equity method for these investments by obtaining and assessing information relating to procedures performed over the VMO2 JV and the VodafoneZiggo JV to understand (1) significant judgments and estimates, (2) significant findings or issues identified, and actions taken to address them, and (3) conclusions reached.
/s/ KPMG LLP
We have served as the Company’s auditor since 2004.
Denver, Colorado
February 18, 2026
II-40
LIBERTY GLOBAL LTD.
CONSOLIDATED BALANCE SHEETS
December 31,
2025 2024
in millions
ASSETS
Current assets:
Cash and cash equivalents $ 2,081.4 $ 1,816.3
Trade receivables, net (note 3)
558.2 449.8
Short-term investments (measured at fair value on a recurring basis) (note 7)
76.2 335.6
Derivative instruments (note 8)
135.0 287.0
Other current assets (notes 4, 6 and 7)
545.6 411.6
Total current assets 3,396.4 3,300.3
Investments and related notes receivable (including $ 1,631.5 million and $ 2,907.7 million, respectively, measured at fair value on a recurring basis) (note 7)
7,686.1 11,688.0
Property and equipment, net (notes 10 and 12)
5,270.3 4,326.0
Goodwill (note 10)
3,502.8 3,152.6
Intangible assets subject to amortization, net (note 10)
1,349.4 1,290.4
Other assets, net (notes 4, 8, 12 and 13)
1,390.9 1,682.4
Total assets $ 22,595.9 $ 25,439.7
The accompanying notes are an integral part of these consolidated financial statements.
II-41
LIBERTY GLOBAL LTD.
CONSOLIDATED BALANCE SHEETS — (Continued)
December 31,
2025 2024
in millions
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable $ 478.7 $ 371.2
Deferred revenue (note 4)
291.9 285.3
Current portion of debt and finance lease obligations (notes 11 and 12)
764.0 898.5
Accrued capital expenditures 158.0 226.5
Accrued income taxes 218.2 272.5
Other accrued and current liabilities (notes 6, 8 and 12)
1,248.3 1,079.9
Total current liabilities 3,159.1 3,133.9
Long-term debt and finance lease obligations (notes 11 and 12)
7,830.9 8,202.5
Long-term operating lease liabilities (note 12)
739.7 677.5
Other long-term liabilities (notes 4, 8 and 13)
920.4 881.5
Total liabilities 12,650.1 12,895.4
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 174,502,063 and 173,046,371 shares, respectively
1.7 1.7
Class B common shares, $ 0.01 nominal value. Issued and outstanding 12,968,658 and 12,968,658 shares, respectively
0.1 0.1
Class C common shares, $ 0.01 nominal value. Issued and outstanding 147,333,037 and 162,710,787 shares, respectively
1.5 1.6
Additional paid-in capital 712.4 777.0
Accumulated earnings 5,104.5 12,242.6
Accumulated other comprehensive earnings (loss), net of taxes 3,915.6 ( 657.0 )
Treasury shares, at cost ( 0.1 ) ( 0.1 )
Total Liberty Global shareholders 9,735.7 12,365.9
Noncontrolling interests 210.1 178.4
Total equity 9,945.8 12,544.3
Total liabilities and equity $ 22,595.9 $ 25,439.7
The accompanying notes are an integral part of these consolidated financial statements.
II-42
LIBERTY GLOBAL LTD.
CONSOLIDATED STATEMENTS OF OPERATIONS
Year ended December 31,
2025 2024 2023
in millions, except per share amounts
Revenue (notes 4, 6, 7 and 19)
$ 4,878.5 $ 4,341.9 $ 4,115.8
Operating costs and expenses (exclusive of depreciation and amortization, shown separately below):
Programming and other direct costs of services (note 12)
1,670.5 1,450.7 1,285.5
Other operating (notes 12 and 15)
878.8 761.1 765.5
Selling, general and administrative ( SG&A ) (notes 12 and 15)
1,223.6 1,138.6 1,119.2
Depreciation and amortization (note 10)
1,038.9 1,002.0 1,216.4
Impairment, restructuring and other operating items, net (notes 10 and 12)
90.0 49.6 43.0
4,901.8 4,402.0 4,429.6
Operating loss ( 23.3 ) ( 60.1 ) ( 313.8 )
Non-operating income (expense):
Interest expense ( 497.5 ) ( 574.7 ) ( 505.0 )
Realized and unrealized gains (losses) on derivative instruments, net (note 8)
( 567.4 ) 315.2 78.3
Foreign currency transaction gains (losses), net ( 3,121.1 ) 1,756.5 ( 719.7 )
Realized and unrealized gains (losses) due to changes in fair values of certain investments, net (notes 7 and 9)
147.8 ( 28.4 ) ( 556.6 )
Losses on debt extinguishment, net (note 11)
( 20.1 ) — ( 1.4 )
Share of results of affiliates, net (note 7)
( 3,186.9 ) ( 205.6 ) ( 2,018.4 )
Gain on sale of All3Media
— 242.9 —
Gain associated with the Formula E Acquisition (note 5)
— 190.7 —
Gain associated with the Telenet Wyre Transaction (note 5)
— — 377.8
Other income, net 96.0 201.8 212.8
( 7,149.2 ) 1,898.4 ( 3,132.2 )
Earnings (loss) from continuing operations before income taxes ( 7,172.5 ) 1,838.3 ( 3,446.0 )
Income tax benefit (expense) (note 13)
75.8 30.8 ( 213.1 )
Earnings (loss) from continuing operations ( 7,096.7 ) 1,869.1 ( 3,659.1 )
Loss from discontinued operations, net of taxes (note 6)
— ( 223.2 ) ( 214.7 )
Net earnings (loss) ( 7,096.7 ) 1,645.9 ( 3,873.8 )
Net earnings attributable to noncontrolling interests ( 41.4 ) ( 57.9 ) ( 177.9 )
Net earnings (loss) attributable to Liberty Global shareholders
$ ( 7,138.1 ) $ 1,588.0 $ ( 4,051.7 )
Basic earnings (loss) attributable to Liberty Global shareholders per share (note 3):
Continuing operations $ ( 20.86 ) $ 4.94 $ ( 9.02 )
Discontinued operations (note 6)
— ( 0.61 ) ( 0.50 )
$ ( 20.86 ) $ 4.33 $ ( 9.52 )
Diluted earnings (loss) attributable to Liberty Global shareholders per share (note 3):
Continuing operations $ ( 20.86 ) $ 4.82 $ ( 9.02 )
Discontinued operations (note 6)
— ( 0.59 ) ( 0.50 )
$ ( 20.86 ) $ 4.23 $ ( 9.52 )
The accompanying notes are an integral part of these consolidated financial statements.
II-43
LIBERTY GLOBAL LTD.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
Year ended December 31,
2025 2024 2023
in millions
Net earnings (loss) $ ( 7,096.7 ) $ 1,645.9 $ ( 3,873.8 )
Other comprehensive earnings (loss), net of taxes (note 17):
Continuing operations:
Foreign currency translation adjustments 4,571.8 ( 2,563.2 ) 1,210.1
Reclassification adjustment included in net earnings (loss) ( 0.2 ) 0.2 ( 0.1 )
Pension-related adjustments and other 1.0 ( 52.3 ) ( 48.2 )
Other comprehensive earnings (loss) from continuing operations 4,572.6 ( 2,615.3 ) 1,161.8
Other comprehensive earnings from discontinued operations — 65.7 494.3
Other comprehensive earnings (loss) 4,572.6 ( 2,549.6 ) 1,656.1
Comprehensive loss ( 2,524.1 ) ( 903.7 ) ( 2,217.7 )
Comprehensive earnings attributable to noncontrolling interests ( 41.4 ) ( 57.9 ) ( 177.1 )
Comprehensive loss attributable to Liberty Global shareholders
$ ( 2,565.5 ) $ ( 961.6 ) $ ( 2,394.8 )
The accompanying notes are an integral part of these consolidated financial statements.
II-44
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, 2023
$ 1.8 $ 0.1 $ 2.7 $ 2,300.8 $ 19,617.7 $ 513.4 $ ( 0.1 ) $ 22,436.4 $ 137.0 $ 22,573.4
Net loss — — — — ( 4,051.7 ) — — ( 4,051.7 ) 177.9 ( 3,873.8 )
Other comprehensive earnings, net of taxes (note 17)
— — — — — 1,656.9 — 1,656.9 ( 0.8 ) 1,656.1
Repurchases and cancellations of Liberty Global common shares (note 14)
— — ( 0.7 ) ( 1,505.2 ) — — — ( 1,505.9 ) — ( 1,505.9 )
Impact of the Telenet Wyre Transaction (note 5)
— — — 708.2 — — — 708.2 329.3 1,037.5
Impact of the Telenet Takeover Bid (note 14)
— — — ( 341.5 ) — — — ( 341.5 ) ( 652.2 ) ( 993.7 )
Share-based compensation (note 15)
— — — 183.5 — — — 183.5 — 183.5
Dividend distributions by subsidiaries to noncontrolling interest owners (note 14)
— — — — — — — — ( 47.3 ) ( 47.3 )
Adjustments due to changes in subsidiaries’ equity and other, net ( 0.1 ) — — ( 23.2 ) — — — ( 23.3 ) 0.9 ( 22.4 )
Balance at December 31, 2023
$ 1.7 $ 0.1 $ 2.0 $ 1,322.6 $ 15,566.0 $ 2,170.3 $ ( 0.1 ) $ 19,062.6 $ ( 55.2 ) $ 19,007.4
The accompanying notes are an integral part of these consolidated financial statements.
II-45
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-46
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, 2025
$ 1.7 $ 0.1 $ 1.6 $ 777.0 $ 12,242.6 $ ( 657.0 ) $ ( 0.1 ) $ 12,365.9 $ 178.4 $ 12,544.3
Net loss — — — — ( 7,138.1 ) — — ( 7,138.1 ) 41.4 ( 7,096.7 )
Other comprehensive earnings, net of taxes (note 17)
— — — — — 4,572.6 — 4,572.6 — 4,572.6
Repurchases and cancellations of Liberty Global common shares (note 14)
— — ( 0.1 ) ( 192.0 ) — — — ( 192.1 ) — ( 192.1 )
Share-based compensation (note 15)
— — — 126.2 — — — 126.2 — 126.2
Adjustments due to changes in subsidiaries’ equity and other, net
— — — 1.2 — — — 1.2 ( 9.7 ) ( 8.5 )
Balance at December 31, 2025
$ 1.7 $ 0.1 $ 1.5 $ 712.4 $ 5,104.5 $ 3,915.6 $ ( 0.1 ) $ 9,735.7 $ 210.1 $ 9,945.8
The accompanying notes are an integral part of these consolidated financial statements.
II-47
LIBERTY GLOBAL LTD.
CONSOLIDATED STATEMENTS OF CASH FLOWS
Year ended December 31,
2025 2024 2023
in millions
Cash flows from operating activities:
Net earnings (loss) $ ( 7,096.7 ) $ 1,645.9 $ ( 3,873.8 )
Loss from discontinued operations — ( 223.2 ) ( 214.7 )
Earnings (loss) from continuing operations ( 7,096.7 ) 1,869.1 ( 3,659.1 )
Adjustments to reconcile earnings (loss) from continuing operations to net cash provided by operating activities of continuing operations:
Share-based compensation expense 169.4 168.3 204.8
Depreciation and amortization 1,038.9 1,002.0 1,216.4
Impairment, restructuring and other operating items, net 90.0 49.6 43.0
Amortization of deferred financing costs and non-cash interest 49.9 64.8 60.0
Realized and unrealized losses (gains) on derivative instruments, net 567.4 ( 315.2 ) ( 78.3 )
Foreign currency transaction losses (gains), net 3,121.1 ( 1,756.5 ) 719.7
Realized and unrealized losses (gains) due to changes in fair values of certain investments, net ( 147.8 ) 28.4 556.6
Losses on debt extinguishment, net 20.1 — 1.4
Share of results of affiliates, net 3,186.9 205.6 2,018.4
Deferred income tax expense (benefit) ( 121.7 ) ( 53.1 ) 45.8
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 )
Changes in operating assets and liabilities, net of the effects of acquisitions and dispositions:
Receivables and other operating assets 216.6 410.5 592.0
Payables and accruals ( 201.1 ) ( 303.0 ) ( 681.4 )
Dividend distributions received from the VMO2 JV
245.8 329.3 427.6
Dividend distributions received from the VodafoneZiggo JV
72.3 65.0 110.2
Net cash provided by operating activities of continuing operations 1,211.1 1,331.2 1,199.3
Net cash provided by operating activities of discontinued operations — 701.7 966.6
Net cash provided by operating activities $ 1,211.1 $ 2,032.9 $ 2,165.9
The accompanying notes are an integral part of these consolidated financial statements.
II-48
LIBERTY GLOBAL LTD.
CONSOLIDATED STATEMENTS OF CASH FLOWS — (Continued)
Year ended December 31,
2025 2024 2023
in millions
Cash flows from investing activities:
Capital expenditures, net $ ( 1,343.1 ) $ ( 908.5 ) $ ( 921.9 )
Cash received from the sale of investments 1,014.3 4,527.5 6,988.6
Cash paid for investments ( 599.1 ) ( 2,876.6 ) ( 8,130.9 )
Dividend distributions received from the VMO2 JV
9.0 206.4 815.2
Cash received in connection with the sale of All3Media
— 411.7 —
Cash paid in connection with the Formula E Acquisition, net of cash acquired
— ( 199.1 ) —
Other investing activities, net 44.0 ( 15.9 ) ( 31.2 )
Net cash provided (used) by investing activities of continuing operations ( 874.9 ) 1,145.5 ( 1,280.2 )
Net cash used by investing activities of discontinued operations — ( 460.8 ) ( 564.8 )
Net cash provided (used) by investing activities ( 874.9 ) 684.7 ( 1,845.0 )
Cash flows from financing activities:
Borrowings of debt 764.7 203.7 3,167.0
Operating-related vendor financing additions 312.4 372.3 346.2
Repayments and repurchases of debt and finance lease obligations:
Debt (excluding vendor financing) ( 691.0 ) ( 25.5 ) ( 1,005.4 )
Principal payments on operating-related vendor financing ( 369.4 ) ( 363.7 ) ( 376.2 )
Principal payments on capital-related vendor financing ( 79.6 ) ( 114.0 ) ( 119.3 )
Principal payments on finance leases ( 5.4 ) ( 5.6 ) ( 21.0 )
Repurchases of Liberty Global common shares
( 192.1 ) ( 689.8 ) ( 1,494.7 )
Net cash received related to derivative instruments 83.0 5.7 2.6
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 )
Acquisition of shares in connection with the Telenet Takeover Bid
— — ( 985.7 )
Other financing activities, net ( 48.7 ) ( 60.5 ) ( 61.8 )
Net cash used by financing activities of continuing operations ( 226.1 ) ( 806.2 ) ( 595.2 )
Net cash used by financing activities of discontinued operations — ( 1,443.9 ) ( 97.2 )
Net cash used by financing activities $ ( 226.1 ) $ ( 2,250.1 ) $ ( 692.4 )
The accompanying notes are an integral part of these consolidated financial statements.
II-49
LIBERTY GLOBAL LTD.
CONSOLIDATED STATEMENTS OF CASH FLOWS — (Continued)
Year ended December 31,
2025 2024 2023
in millions
Effect of exchange rate changes on cash and cash equivalents and restricted cash:
Continuing operations $ 154.7 $ ( 64.0 ) $ 57.9
Discontinued operations — ( 4.1 ) 4.1
Total 154.7 ( 68.1 ) 62.0
Net increase (decrease) in cash and cash equivalents and restricted cash:
Continuing operations 264.8 1,606.5 ( 618.2 )
Discontinued operations — ( 1,207.1 ) 308.7
Total 264.8 399.4 ( 309.5 )
Cash and cash equivalents and restricted cash:
Beginning of year 1,822.3 1,422.9 1,732.4
Net increase (decrease) 264.8 399.4 ( 309.5 )
End of year $ 2,087.1 $ 1,822.3 $ 1,422.9
Cash paid for interest:
Continuing operations $ 469.8 $ 514.3 $ 479.8
Discontinued operations — 378.1 405.4
Total $ 469.8 $ 892.4 $ 885.2
Net cash paid for taxes:
Continuing operations $ 199.8 $ 195.2 $ 499.0
Discontinued operations — 1.3 ( 4.7 )
Total $ 199.8 $ 196.5 $ 494.3
Details of end of year cash and cash equivalents and restricted cash:
Cash and cash equivalents $ 2,081.4 $ 1,816.3 $ 1,410.1
Restricted cash included in other current assets and other assets, net 5.7 6.0 5.4
Cash and cash equivalents and restricted cash included in current and long-term assets of discontinued operations — — 7.4
Total cash and cash equivalents and restricted cash $ 2,087.1 $ 1,822.3 $ 1,422.9
The accompanying notes are an integral part of these consolidated financial statements.
II-50
LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements
December 31, 2025, 2024 and 2023
(1) Basis of Presentation
Liberty Global Ltd. ( Liberty Global ) is a Bermuda exempted company limited by shares. 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 nonconsolidated joint ventures. We are an international provider of broadband internet, video, fixed-line telephony and mobile communications services to residential customers and businesses in Europe and are an active investor across the technology, media, sports and infrastructure sectors. We also provide innovative technology, operational and financial services.
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.
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 ” and (ii) Ireland through another wholly-owned subsidiary ( VM Ireland ). In addition, we own 50 % noncontrolling interests in (a) a 50 : 50 joint venture (the VMO2 JV ) with Telefónica SA ( Telefónica ), which provides residential and B2B communications 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 communications services in the Netherlands.
Effective December 18, 2025, in connection with the pending sale of UPC Slovakia (as defined in note 6), we began accounting for UPC Slovakia as held for sale. Accordingly, the held-for-sale assets and liabilities of UPC Slovakia are included in other current assets and other accrued and current liabilities, respectively, on our December 31, 2025 consolidated balance sheet. Consistent with the applicable guidance, we have not reflected similar reclassifications in our consolidated statements of operations or cash flows. For additional information, see note 6.
Prior to the completion of the Spin-off on November 8, 2024 (as defined and described in note 6), we also provided residential and B2B communications services in Switzerland through operations referred to as “ Sunrise .” Sunrise, together with certain other Liberty Global subsidiaries connected to our Swiss business, are collectively referred to as the “ Sunrise Entities ” and are reflected as discontinued operations for all applicable periods.
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 ) and began consolidating 100 % of Formula E’s results from that date.
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 %.
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, 2025.
II-51
LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2025, 2024 and 2023
(2) Accounting Changes and Recent Accounting Pronouncements
Accounting Changes
ASU 2023-09
In December 2023, the Financial Accounting Standards Board (the FASB ) issued Accounting Standards Update ( 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. We adopted ASU 2023-09 on January 1, 2025 on a retrospective basis and the information presented in note 13 reflects the enhanced disclosures.
ASU 2023-07
In November 2023, the FASB issued ASU No. 2023-07, Improvements to Reportable Segment Disclosures ( ASU 2023-07 ), which aims to improve reportable segment disclosure requirements, primarily through enhanced disclosures regarding significant segment expenses. ASU 2023-07 requires public companies to disclose, on an annual and interim basis, significant segment expenses that are regularly provided to the chief operating decision maker and included within each reported measure of segment profit or loss. ASU 2023-07 also requires a public entity to disclose, on an annual and interim basis for each reportable segment, an amount for other segment items and a description of its composition. ASU 2023-07 is 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 reflects the enhanced disclosures.
ASU 2023-05
In August 2023, the FASB issued ASU No. 2023-05 , Business Combinations — Joint Venture Formations: Recognition and Initial Measurement ( ASU 2023-05 ), which outlines updates to the formation of entities that meet the definition of a joint venture as defined by the FASB. ASU 2023-05 requires a joint venture to measure its assets and liabilities at fair value upon formation. We adopted ASU 2023-05 on January 1, 2025.
Recent Accounting Pronouncements
ASU 2025-06
In September 2025, the FASB issued ASU No. 2025-06, Intangibles—Goodwill and Other—Internal-Use Software ( ASU 2025-06 ), which revises the guidance for capitalizing costs related to internal-use software. The amendments replace the prior stage-based model with a principles-based approach, removing all references to project stages and instead focusing on the two remaining criteria for capitalization, being (i) management has authorized and committed to the funding for the software project and (ii) it is probable a project will be completed and used as intended. Until both of these criteria are met, all software development costs should be expensed as incurred. ASU 2025-06 is effective for annual and interim periods beginning after December 15, 2027, with early adoption permitted. Entities may apply the amendments prospectively, retrospectively or using a modified retrospective approach. We are currently evaluating the impact of ASU 2025-06 on our consolidated financial statements, but we do not expect the impact to be significant.
II-52
LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2025, 2024 and 2023
ASU 2025-05
In July 2025, the FASB issued ASU No. 2025-05, Measurement of Credit Losses for Accounts Receivable and Contract Assets ( ASU 2025-05 ), which provides a practical expedient for all entities to assume current conditions as of the balance sheet date will remain through the reasonable and supportable forecast period for eligible assets. Entities will continue to be required to adjust the historical data used in the estimation of credit losses to reflect current conditions. If elected, the practical expedient should be applied consistently to all eligible accounts receivable and contract assets. Additionally, entities that have elected the practical expedient must disclose their decision to do so. ASU 2025-05 is effective for annual and interim periods beginning after December 15, 2025 and should be applied prospectively. We are currently evaluating the impact of ASU 2025-05 on our consolidated financial statements.
ASU 2025-03
In May 2025, the FASB issued ASU No. 2025-03, Business Combinations and Consolidation: Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity ( ASU 2025-03 ), which clarifies the requirements for identifying the accounting acquirer when a variable interest entity ( VIE ) that qualifies as a business is acquired primarily through an exchange of equity interests. This amendment does not change the existing guidance for acquisitions of VIEs that are not considered businesses. ASU 2025-03 is effective for annual and interim periods beginning after December 15, 2026, with early adoption permitted. ASU 2025-03 should be applied prospectively to all business combinations with acquisition dates occurring on or after the date of initial application. We are currently evaluating the impact of ASU 2025-03 on our consolidated financial statements, but we do not expect the impact to be significant.
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.
(3) Summary of Significant Accounting Policies
Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Estimates and assumptions are used in accounting for, among other things, the valuation of acquisition-related assets and liabilities, deferred income taxes and related valuation allowances, loss contingencies, fair value measurements, impairment assessments, capitalization of internal costs associated with construction and installation activities and the development of internal-use software, useful lives of long-lived assets, share-based compensation and actuarial liabilities associated with certain benefit plans. Actual results could differ from those estimates.
Reclassifications
Certain prior year amounts have been reclassified to conform to the current year presentation, including the reclassification of certain programming and copyright costs, as disclosed in note 18.
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.
II-53
LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2025, 2024 and 2023
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.
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 $ 31.3 million and $ 20.5 million at December 31, 2025 and 2024, 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.
II-54
LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2025, 2024 and 2023
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 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 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.
II-55
LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2025, 2024 and 2023
Capitalized internal-use software is included as a component of property and equipment. We capitalize internal and external costs directly associated with the development of internal-use software. We also capitalize costs associated with the purchase of software licenses. Maintenance and training costs, as well as costs incurred during the preliminary stage of an internal-use software development project, are expensed as incurred. Costs related to the development of entertainment- and connectivity-related software that we externally market, or plan to externally market, to third parties are expensed as incurred, as the time period between technological feasibility and product launch is generally limited in duration and the associated costs during said time period are not significant.
Depreciation is computed using the straight-line method over the estimated useful life of the underlying asset. Equipment under finance leases is amortized on a straight-line basis over the shorter of the lease term or estimated useful life of the asset. Useful lives used to depreciate our property and equipment are assessed periodically and are adjusted when warranted. The useful lives of fixed and mobile distribution systems that are undergoing a rebuild are adjusted such that property and equipment to be retired will be fully depreciated by the time the rebuild is completed. For additional information regarding the useful lives of our property and equipment, see note 10.
Additions, replacements and improvements that extend the asset life are capitalized. Repairs and maintenance are charged to operations.
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, 2025 and 2024, the recorded value of our asset retirement obligations was $ 29.3 million and $ 21.6 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.
II-56
LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2025, 2024 and 2023
We evaluate goodwill for impairment at least annually on October 1 and whenever facts and circumstances indicate that a reporting unit’s carrying amount may not be recoverable. We first make a qualitative assessment to determine if the goodwill may be impaired. If it is more-likely-than-not that a reporting unit’s fair value is less than its carrying value, we then compare the fair value of the reporting unit to its respective carrying amount. Any excess of the carrying amount over the fair value would be charged to operations as an impairment loss. A reporting unit is an operating segment or one level below an operating segment (referred to as a “component”).
Leases
For leases with a term greater than 12 months, we recognize on the lease commencement date (i) right-of-use ( ROU ) assets representing our right to use an underlying asset and (ii) lease liabilities representing our obligation to make lease payments over the lease term. Lease and non-lease components in a contract are generally accounted for separately.
We initially measure lease liabilities at the present value of the remaining lease payments over the lease term. Options to extend or terminate the lease are included only when it is reasonably certain that we will exercise that option. As most of our leases do not provide enough information to determine an implicit interest rate, we generally use a portfolio level incremental borrowing rate in our present value calculation. We initially measure ROU assets at the value of the lease liability, plus any initial direct costs and prepaid lease payments, less any lease incentives received.
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. As it pertains to the corporate alternative minimum tax ( CAMT ) in the U.S., we have elected to disregard our CAMT status when evaluating our deferred tax assets under the regular U.S. tax system. 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
II-57
LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2025, 2024 and 2023
in effect at the applicable reporting date. With the exception of certain material transactions, the amounts reported in our consolidated statements of operations are translated at the average exchange rates in effect during the applicable period. The resulting unrealized cumulative translation adjustment, net of applicable income taxes, is recorded as a component of accumulated other comprehensive earnings or loss in our consolidated statements of equity. With the exception of certain material transactions, the cash flows from our operations in foreign countries are translated at the average rate for the applicable period in our consolidated statements of cash flows. The impacts of material transactions generally are recorded at the applicable spot rates in our consolidated statements of operations and cash flows. The effect of exchange rates on cash balances held in foreign currencies are separately reported in our consolidated statements of cash flows.
Transactions denominated in currencies other than our or our subsidiaries’ functional currencies are recorded based on exchange rates at the time such transactions arise. Changes in exchange rates with respect to amounts recorded on our consolidated balance sheets related to these non-functional currency transactions result in transaction gains and losses that are reflected in our consolidated statements of operations as unrealized (based on the applicable period end exchange rates) or realized upon settlement of the transactions.
Revenue Recognition
Service Revenue — Fixed Networks. We recognize revenue from the provision of broadband internet, video and fixed-line telephony services over our network to customers in the period the related services are provided, with the exception of revenue recognized pursuant to certain contracts that contain promotional discounts, as described below. Installation fees related to services provided over our network are generally deferred and recognized as revenue over the contractual period, or longer if the upfront fee results in a material renewal right.
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 projects performed for the benefit of these third parties or affiliates. We recognize revenue from services to affiliates in the period in which the related services are provided.
II-58
LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2025, 2024 and 2023
Other Revenue — Broadcasting Revenue. We generate broadcasting revenue through the distribution of television channels to third-party platform operators under contractual distribution or carriage arrangements. Revenue is recognized as the broadcasting services are provided, generally on a straight-line basis over the contractual period. Consideration under these contracts may be structured as fixed fees, minimum guarantees, or usage-based arrangements (including cost-per-subscriber or similar metrics). Contracts in which consideration is variable and dependent on future usage or subscriber volumes are recognized as the underlying 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 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
II-59
LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2025, 2024 and 2023
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
Generally, we recognize share-based payments to employees, including grants of employee share-based incentive awards, based on their grant-date fair values and our estimates of forfeitures. We recognize share-based compensation expense as a charge to operations over the vesting period based on the grant-date fair value of outstanding awards, which may differ from the fair value of such awards on any given date. Our share of payroll taxes incurred in connection with the vesting or exercise of our share-based incentive awards is recorded as a component of share-based compensation expense in our consolidated statements of operations.
We use the straight-line method to recognize share-based compensation expense for our outstanding share awards that do not contain a performance condition and the accelerated expense attribution method for our outstanding share awards that contain a performance condition and vest on a graded basis.
The grant date fair values for options, share appreciation rights ( SARs ) and performance based share appreciation rights ( PSARs ) are estimated using the Black-Scholes option pricing model, and the grant date fair values for restricted share units ( RSUs ) 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.
II-60
LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2025, 2024 and 2023
Earnings or Loss per Share
Basic earnings or loss per share ( EPS ) is computed by dividing net earnings or loss attributable to Liberty Global shareholders by the weighted average number of shares outstanding for the period. Diluted EPS, as calculated under the treasury stock method, 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,
2025 2024 2023
in millions, except share amounts
Earnings (loss) from continuing operations $ ( 7,096.7 ) $ 1,869.1 $ ( 3,659.1 )
Net earnings from continuing operations attributable to noncontrolling interests ( 41.4 ) ( 57.9 ) ( 177.9 )
Net earnings (loss) from continuing operations attributable to Liberty Global shareholders
$ ( 7,138.1 ) $ 1,811.2 $ ( 3,837.0 )
Weighted average common shares outstanding (basic EPS computation)
342,267,353 366,731,510 425,679,037
Incremental shares (a) — 8,450,711 —
Weighted average common shares outstanding (diluted EPS computation)
342,267,353 375,182,221 425,679,037
Excluded potentially dilutive employee share-based incentive awards (b) 153,989,208 99,742,431 96,492,625
_______________
(a) We use the treasury stock method to calculate the 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 under the treasury stock method. Additional shares may be issuable in future periods based on the actual performance of certain PSUs, because such awards had not yet met the applicable performance criteria during the reporting period.
(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 $ 11.4 million and $ 9.4 million as of December 31, 2025 and 2024, 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 $ 305.9 million and $ 289.5 million as of December 31, 2025 and 2024, respectively. The increase in deferred revenue during 2025 is primarily due to the net effect of (a) the recognition of $ 290.8 million of revenue that was included in our deferred revenue balance at December 31, 2024 and ( b) the impact of additions
II-61
LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2025, 2024 and 2023
during the period. The long-term portions of our deferred revenue balances are included within other long-term liabilities on our consolidated balance sheets.
Unsatisfied Performance Obligations
A significant portion of our revenue is derived from subscription service contracts with an initial duration of less than 12 months. As such, the amount of revenue related to unsatisfied performance obligations is not necessarily indicative of future revenue to be recognized from our existing customers. 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. The average remaining contractual term for B2B non-subscription services is approximately three years . At December 31, 2025, the aggregate transaction price allocated to remaining performance obligations related to our B2B and other fixed-fee service agreements with terms greater than one year was approximately $ 2.1 billion and is expected to be recognized over the respective remaining contractual terms.
(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 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 Formula E Acquisition 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.
II-62
LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2025, 2024 and 2023
A summary of the identifiable assets acquired and liabilities assumed at the Formula E Acquisition Date is presented in the following table and reflects our final purchase price allocation (in millions):
Current assets (a) $ 98.8
Property and equipment, net 32.1
Intangible assets subject to amortization, net (b) 663.9
Other assets, net 13.3
Other accrued and current liabilities ( 167.5 )
Deferred tax liabilities ( 110.9 )
Other long-term liabilities ( 12.0 )
Total identifiable net assets $ 517.7
Goodwill (c) $ 229.2
_______________
(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. The weighted average remaining useful life of Formula E’s intangible assets is approximately 22 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 ($ 23.5 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.
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.
II-63
LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2025, 2024 and 2023
Pro Forma Information
The following unaudited pro forma consolidated operating results for 2024 and 2023 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, and 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) $ 1,799.3 $ ( 3,861.6 )
Basic earnings (loss) from continuing operations attributable to Liberty Global shareholders per share $ 4.91 $ ( 9.07 )
Diluted earnings (loss) from continuing operations attributable to Liberty Global shareholders per share $ 4.80 $ ( 9.07 )
Our consolidated statement of operations for 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
Pending Sale of UPC Slovakia
On December 18, 2025, we entered into an agreement to sell our operations in Slovakia ( UPC Slovakia ) to O2 Slovakia s.r.o., an affiliate of e& PPF Telecom Group B.V., for a total transaction value of approximately € 95 million ($ 110 million at the applicable rate), subject to customary debt and working capital adjustments at completion. Closing of the transaction is subject to regulatory approval, which is expected in the first half of 2026. In our segment presentation, UPC Slovakia is included in our “all other category.”
In addition, we have agreed to provide certain transitional services for a period of up to 42 months from the closing of the transaction. These services principally comprise network and information technology-related functions. The annual charges will depend on the actual level of services required by the purchaser. Liberty Global will also allow the use of the UPC brand for a transitional period of up to three years as part of the transaction.
Effective with the signing of the agreement, we began accounting for UPC Slovakia as held for sale. Accordingly, we no longer depreciate or amortize the long-lived assets of UPC Slovakia. We have not presented UPC Slovakia as a discontinued operation as this transaction does not represent a strategic shift that will have a major effect on our financial results or operations. As of December 31, 2025, the held-for-sale assets and liabilities of UPC Slovakia totaled $ 122.5 million and $ 18.2 million, respectively, and are included in other current assets and other accrued and current liabilities, respectively, on our consolidated balance sheet.
II-64
LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2025, 2024 and 2023
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 (the Spin-off ). No gain or loss was 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 agreed to provide certain services to Sunrise on a transitional or ongoing basis (collectively, the Sunrise Services ) through agreements that will expire between 2027 and 2029. The following summarizes these 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;
• 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 ( MVNO ) 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.
The following table summarizes the revenue associated with the Sunrise Services:
Year ended December 31,
2025 2024
in millions
Fixed fee $ 132.3 $ 18.1
Variable charges (a) 73.7 6.3
Total revenue $ 206.0 $ 24.4
II-65
LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2025, 2024 and 2023
_______________
(a) Amounts primarily include the sale of customer premises equipment ( CPE ) at a mark-up.
Presentation of Discontinued Operations
The operations of the Sunrise Entities are presented as discontinued operations in our consolidated financial statements for 2024 and 2023. The operating results of the Sunrise Entities for these periods 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.
II-66
LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2025, 2024 and 2023
(7) Investments
The details of our investments are set forth below:
December 31,
2025 2024 Ownership (a)
Accounting Method in millions %
Equity (b):
Long-term:
VMO2 JV
$ 3,756.7 $ 6,501.4 50.0
VodafoneZiggo JV (c)
1,738.6 1,738.4 50.0
AE Group Sàrl ( AtlasEdge JV ) (d)
388.4 339.5 48.8
Nexfibre Networks Limited ( nexfibre JV ) (e)
88.3 93.4 24.9
Other 82.6 107.6
Total — equity 6,054.6 8,780.3
Fair value:
Short-term:
Separately-managed accounts ( SMAs ) (f)
76.2 335.6
Long-term:
EdgeConneX, Inc. ( EdgeConneX ) (g)
528.3 414.5 4.1
Televisa Univision, Inc. ( Televisa Univision )
299.5 314.8 6.4
ITV plc ( ITV ) (h)
208.4 351.4 5.0
CANAL+ Polska S.A. ( CANAL+ Polska )
81.8 72.5 17.0
Lionsgate (i)
64.2 53.4 2.4
Plume Design, Inc. ( Plume ) (j)
64.1 73.0 10.3
Aviatrix Systems, Inc. ( Aviatrix )
25.2 31.0 4.3
Vodafone - subject to re-use rights (k)
— 1,141.5
SMAs (f)
— 97.5
Other (i) 360.0 358.1
Total — fair value 1,707.7 3,243.3
Total investments (l) $ 7,762.3 $ 12,023.6
Short-term investments $ 76.2 $ 335.6
Long-term investments $ 7,686.1 $ 11,688.0
_______________
(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, 2025 and 2024, the aggregate carrying amounts of our equity method investments exceeded our proportionate share of the respective investee’s net assets by $ 1,029.2 million and $ 901.2 million, respectively, related to amounts associated with the VodafoneZiggo JV Receivables, as defined below.
(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 ($ 821.5 million and $ 724.4 million equivalent at December 31,
II-67
LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2025, 2024 and 2023
2025 and 2024, respectively) (the VodafoneZiggo JV Receivable I ) and (ii) a € 207.9 million note receivable ($ 244.0 million and $ 215.1 million equivalent at December 31, 2025 and 2024, 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 2025, interest accrued on the VodafoneZiggo JV Receivables was € 49.2 million ($ 57.7 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) 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 sold as of the first quarter of 2025. 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 gains or losses due to changes in fair values of certain investments, net, in our consolidated statements of operations. At December 31, 2024, interest accrued on our debt securities, which is included in other current assets on our consolidated balance sheet, was $ 7.2 million.
(g) Our investment in EdgeConneX is held through two distinct limited partnerships ( LPs ), Herndon Topco and McNair Topco. The ownership percentages in EdgeConneX are 4.2 % and 3.4 % for Herndon TopCo and McNair TopCo, respectively. The combined investment in EdgeConneX through these LPs results in a weighted ownership percentage of 4.1 %. This calculation considers the individual ownership percentages and the respective investment amounts in each LP.
(h) On October 24, 2025, we disposed of approximately one-half of our interest in ITV, reducing our economic ownership interest in ITV to 5.0 %. We received aggregate cash proceeds of approximately £ 135.4 million ($ 180.8 million at the applicable rate) from the sale.
(i) On May 7, 2025, Lions Gate Entertainment Corp. (NYSE: LGF.A and LGF.B) completed the full separation (the Lionsgate Separation ) of its studio and network business into two independent, publicly traded companies, Lionsgate Studios Corp. ( Lionsgate ) and Starz Entertainment Corp. ( Starz ). All previous Lions Gate Entertainment Corp. shares have been exchanged for shares in the new companies, Lionsgate (NASDAQ: LION) and Starz (NASDAQ: STRZ). For periods following the Lionsgate Separation, our investment in Starz is reflected in ‘Other’ fair value investments in the above table.
(j) Our investment in Plume includes warrants with a fair value of $ 21.1 million and $ 24.5 million at December 31, 2025 and 2024, respectively.
(k) 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 had the right to re-use pledged Vodafone shares prior to the full settlement described below. During the second quarter of 2025, we executed a series of transactions that resulted in (i) the disposition of 90 million of our Vodafone shares and the associated unwind and settlement of the corresponding amounts of the Vodafone Collar and the Vodafone Collar Loan, respectively, and (ii) the restructure of the remainder of the Vodafone Collar, which effectively reduced the net fair value of our economic interest in our investment in Vodafone to nil ($ 89.3 million at December 31, 2024). This series of transactions resulted in net cash received of € 70.9 million ($ 81.7 million at the applicable rate). During the third quarter of 2025, we entered into an amendment agreement, which resulted in a non-cash transaction whereby our remaining Vodafone shares were delivered in full settlement of the Vodafone Collar and Vodafone Collar Loan. For additional information regarding the Vodafone Collar and the Vodafone Collar Loan, see notes 8 and 11, respectively.
II-68
LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2025, 2024 and 2023
(l) The purchase and sale of investments are presented on a gross basis in our consolidated statements of cash flows, including amounts associated with SMAs.
Equity Method Investments
The following table sets forth the details of our share of results of affiliates, net:
Year ended December 31,
2025 2024 2023
in millions
VMO2 JV (a)
$ ( 2,921.4 ) $ ( 29.0 ) $ ( 1,723.1 )
VodafoneZiggo JV (b)
( 99.0 ) ( 69.3 ) ( 196.7 )
nexfibre JV
( 76.3 ) ( 2.2 ) ( 34.7 )
AtlasEdge JV
( 73.0 ) ( 40.9 ) ( 31.1 )
Formula E (c)
— ( 29.1 ) ( 19.4 )
All3Media Ltd. ( All3Media ) (d)
— ( 15.5 ) 4.0
Other ( 17.2 ) ( 19.6 ) ( 17.4 )
Total $ ( 3,186.9 ) $ ( 205.6 ) $ ( 2,018.4 )
_______________
(a) Represents (i) our share of the results of operations of the VMO2 JV and (ii) for 2024 and 2023, 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 2025 and 2023 amounts include charges of $ 2.5 billion and $ 1.5 billion, respectively, representing our share of the VMO2 JV’s goodwill impairments, as described below.
(b) Represents (i) our share of the results of operations of the VodafoneZiggo JV and (ii) 100 % of the interest income earned on the VodafoneZiggo JV Receivables.
(c) Includes our share of results of Formula E prior to the Formula E Acquisition Date.
(d) We completed the sale of our investment in All3Media during the second quarter of 2024.
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 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 2025, 2024 and 2023, we received dividend distributions from the VMO2 JV aggregating $ 254.8 million, $ 535.7 million and $ 1,242.8 million, respectively, of which $ 9.0 million, $ 206.4 million and $ 815.2 million, respectively, were accounted for as a return of capital and
II-69
LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2025, 2024 and 2023
$ 245.8 million, $ 329.3 million and $ 427.6 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 2030 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. At December 31, 2025 and 2024, $ 79.3 million and $ 37.5 million, respectively, was due from the VMO2 JV related to the aforementioned transactions. The amounts due from the VMO2 JV, which are periodically cash settled, are included in other current assets on our consolidated balance sheets.
The following table summarizes the revenue recorded from the VMO2 JV:
Year ended December 31,
2025 2024 2023
in millions
Fixed fee $ 225.6 $ 202.4 $ 117.7
Variable charges (a) 161.0 200.1 72.4
Total revenue $ 386.6 $ 402.5 $ 190.1
_______________
(a) Amounts primarily include the sales of CPE at a mark-up.
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, 2025, the estimated fair value of Liberty Global’s share of the payout under the VMO2 LTIPs was $ 80.9 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 2025 and 2023, the VMO2 JV recorded GAAP goodwill impairments of £ 3.8 billion ($ 5.0 billion at the applicable rate) and £ 2.3 billion ($ 2.9 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 from the time goodwill was initially recorded by the VMO2 JV and (iii) fair value estimates using comparable public company market valuations. Significant judgment was involved in the assessment, including (a) market participant estimates of the discount rate and (b) current earnings multiples of comparable public companies. Our share of the VMO2 JV’s goodwill impairment charge is reported in share of results of affiliates, net, in our consolidated statements of operations.
II-70
LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2025, 2024 and 2023
The summarized results of operations of the VMO2 JV are set forth below:
Year ended December 31,
2025 2024 2023
in millions
Revenue $ 13,335.2 $ 13,649.7 $ 13,574.1
Earnings (loss) before income taxes $ ( 6,078.7 ) $ 33.1 $ ( 3,728.8 )
Net earnings (loss) $ ( 5,766.5 ) $ 1.7 $ ( 3,438.6 )
The summarized financial position of the VMO2 JV is set forth below:
December 31,
2025 2024
in millions
Current assets $ 4,518.2 $ 5,404.0
Long-term assets 39,536.6 41,247.5
Total assets $ 44,054.8 $ 46,651.5
Current liabilities $ 9,907.4 $ 9,983.1
Long-term liabilities 26,161.2 23,610.0
Owners’ equity 7,986.2 13,058.4
Total liabilities and owners’ equity $ 44,054.8 $ 46,651.5
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 2025, 2024 and 2023, we received dividend distributions from the VodafoneZiggo JV of $ 72.3 million, $ 65.0 million and $ 110.2 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
II-71
LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2025, 2024 and 2023
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 2025, 2024 and 2023, we recorded revenue from the VodafoneZiggo JV of $ 204.5 million, $ 192.4 million and $ 191.9 million, respectively, primarily related to (a) the NL JV Services and (b) the sales of CPE to the VodafoneZiggo JV at a mark-up. At December 31, 2025 and 2024, $ 42.7 million and $ 18.5 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 VodafoneZiggo JV is experiencing significant competition in both its fixed-line and mobile operations. If the adverse impacts of economic, competitive, regulatory or other factors were to cause significant deterioration of the results of operations or cash flows of the VodafoneZiggo JV, we could conclude in future periods that our investment in the VodafoneZiggo JV is impaired or management of the VodafoneZiggo JV could conclude that an impairment of the VodafoneZiggo JV goodwill and, to a lesser extent, long-lived assets, is required. Any such impairment of the VodafoneZiggo JV’s goodwill or our investment in the VodafoneZiggo JV would be reflected as a component of share of results of affiliates, net, in our condensed consolidated statement of operations. Our share of any such impairment charges could be significant.
The summarized results of operations of the VodafoneZiggo JV are set forth below:
Year ended December 31,
2025 2024 2023
in millions
Revenue $ 4,518.5 $ 4,450.5 $ 4,450.5
Loss before income taxes $ ( 451.8 ) $ ( 386.3 ) $ ( 614.6 )
Net loss $ ( 323.4 ) $ ( 257.1 ) $ ( 510.0 )
The summarized financial position of the VodafoneZiggo JV is set forth below:
December 31,
2025 2024
in millions
Current assets $ 886.4 $ 1,551.7
Long-term assets 17,965.1 17,074.3
Total assets
$ 18,851.5 $ 18,626.0
Current liabilities $ 2,768.9 $ 2,566.4
Long-term liabilities 14,663.8 14,385.1
Owners’ equity 1,418.8 1,674.5
Total liabilities and owners’ equity
$ 18,851.5 $ 18,626.0
II-72
LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2025, 2024 and 2023
Fair Value Investments
The following table sets forth the details of our realized and unrealized gains (losses) due to changes in fair values of certain investments, net:
Year ended December 31,
2025 2024 2023
in millions
Vodafone
$ 207.7 $ 57.4 $ ( 362.4 )
Televisa Univision
( 55.3 ) ( 52.1 ) ( 9.9 )
ITV
36.8 46.9 ( 40.5 )
Lionsgate (a)
16.1 ( 16.2 ) 32.9
Plume
( 8.9 ) ( 95.4 ) ( 77.8 )
Aviatrix
( 5.8 ) ( 24.5 ) ( 22.7 )
EdgeConneX
4.6 147.6 122.3
SMAs
( 2.0 ) 33.7 ( 26.4 )
Lacework (b)
— ( 75.8 ) ( 148.6 )
Pax8 (c)
— ( 27.9 ) 1.3
Other, net ( 45.4 ) ( 22.1 ) ( 24.8 )
Total $ 147.8 $ ( 28.4 ) $ ( 556.6 )
_______________
(a) Amounts represent the change in fair value of our investment in Lionsgate, both before and after the Lionsgate Separation. Following the Lionsgate Separation, changes in fair value related to our investment in Starz are included in ‘Other, net’ in the above table.
(b) We completed the sale of our investment in Lacework during the third quarter of 2024.
(c) We completed the sale of our investment in Pax8 during the fourth quarter of 2024.
II-73
LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2025, 2024 and 2023
Debt Securities
The following table sets forth a summary of our debt securities recorded within SMAs at December 31, 2025 and 2024:
December 31, 2025 December 31, 2024
Amortized cost basis Accumulated unrealized gains (losses) Fair value 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) 76.2 (a) (a) 88.0
Other debt securities — — — 6.3 — 6.3
Total debt securities $ — $ — $ 76.2 $ 344.6 $ 0.5 $ 433.1
_______________
(a) Amounts represent an investment in a leveraged structured note issued by a third-party investment bank, which is accounted for at fair value and has a scheduled maturity date of October 1, 2026. 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. 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:
December 31, 2025 December 31, 2024
Subsidiary:
Telenet
35.40 % 32.10 %
Affiliate:
VodafoneZiggo JV
39.80 % 33.90 %
VMO2 JV
24.80 % — %
Other (1) — % 34.00 %
Total 100.00 % 100.00 %
_______________
(1) Other represents cash proceeds from redemptions that remain invested in the leveraged structured note.
During 2025, 2024 and 2023, we received proceeds from the sale of debt securities of $ 0.7 billion, $ 4.4 billion and $ 6.9 billion, respectively. The sale of debt securities during 2025, 2024 and 2023 resulted in realized net gain (losses) of $ 0.5 million, ($ 7.5 million) and ($ 56.3 million), respectively.
II-74
LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2025, 2024 and 2023
Our investment portfolio is subject to various macroeconomic pressures and has experienced significant volatility, which affects both our non-public and publicly-traded investments. Changes in the fair values of these investments, including changes with respect to interest rates within our local jurisdictions, are likely to continue and could be significant.
(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, 2025 December 31, 2024
Current Long-term Total Current Long-term Total
in millions
Assets (a):
Cross-currency and interest rate derivative contracts (b)
$ 127.1 $ 113.8 $ 240.9 $ 253.8 $ 369.4 $ 623.2
Equity-related derivative instruments (c)
— — — 26.1 187.3 213.4
Foreign currency forward and option contracts
0.1 — 0.1 6.5 — 6.5
Other 7.8 — 7.8 0.6 0.2 0.8
Total $ 135.0 $ 113.8 $ 248.8 $ 287.0 $ 556.9 $ 843.9
Liabilities (a):
Cross-currency and interest rate derivative contracts (b)
$ 126.2 $ 122.0 $ 248.2 $ 144.6 $ 38.5 $ 183.1
Foreign currency forward and option contracts
1.9 0.9 2.8 3.3 — 3.3
Other 8.2 0.5 8.7 — — —
Total $ 136.3 $ 123.4 $ 259.7 $ 147.9 $ 38.5 $ 186.4
_______________
(a) Our long-term derivative assets and current and long-term derivative liabilities are included in other assets, net , other accrued and current liabilities 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 $ 3.0 million, ($ 7.7 million) and $ 8.4 million during 2025, 2024 and 2023, respectively. These amounts are included in realized and unrealized gains (losses) on derivative instruments, net, in our consolidated statements of operations. For further information regarding our fair value measurements, see note 9.
(c) Our equity-related derivative instruments at December 31, 2024 include the Vodafone Collar. As further described in note 7, the Vodafone Collar was fully settled in 2025.
II-75
LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2025, 2024 and 2023
The details of our realized and unrealized gains (losses) on derivative instruments, net, are as follows:
Year ended December 31,
2025 2024 2023
in millions
Cross-currency and interest rate derivative contracts $ ( 348.7 ) $ 323.7 $ ( 186.2 )
Equity-related derivative instruments ( 207.6 ) ( 38.6 ) 258.5
Foreign currency forward and option contracts ( 11.1 ) 30.0 6.1
Other — 0.1 ( 0.1 )
Total $ ( 567.4 ) $ 315.2 $ 78.3
The net cash received or paid related to our derivative instruments is classified as an operating, investing or financing activity in our consolidated statements of cash flows based on the objective of the derivative instrument and the classification of the applicable underlying cash flows. The following table sets forth the classification of the net cash inflows of our derivative instruments:
Year ended December 31,
2025 2024 2023
in millions
Operating activities $ 131.7 $ 221.0 $ 202.7
Investing activities ( 1.8 ) 6.3 2.1
Financing activities 83.0 5.7 2.6
Total $ 212.9 $ 233.0 $ 207.4
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, 2025, our exposure to counterparty credit risk included derivative assets with an aggregate fair value of $ 92.9 million .
Each of our subsidiary borrowing groups have entered into derivative instruments under master agreements with each counterparty that contain master netting arrangements that are applicable in the event of early termination by either party to such derivative instrument. The master netting arrangements are limited to the derivative instruments governed by the relevant master agreement within each individual borrowing group and are independent of similar arrangements of our other subsidiary borrowing groups.
Under our derivative contracts, it is generally only the non-defaulting party that has a contractual option to exercise early termination rights upon the default of the other counterparty and to set off other liabilities against sums due upon such termination. However, in an insolvency of a derivative counterparty, under the laws of certain jurisdictions, the defaulting counterparty or its insolvency representatives may be able to compel the termination of one or more derivative contracts and trigger early termination payment liabilities payable by us, reflecting any mark-to-market value of the contracts for the counterparty. Alternatively, or in addition, the insolvency laws of certain jurisdictions may require the mandatory set off of amounts due under such derivative contracts against present and future liabilities owed to us under other contracts between us and the relevant counterparty. Accordingly, it is possible that we may be subject to obligations to make payments, or may have present or future liabilities owed to us partially or fully discharged by set off as a result of such obligations, in the event of the insolvency of a derivative counterparty, even though it is the counterparty that is in default and not us. To the extent that we are
II-76
LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2025, 2024 and 2023
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, 2025, 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, 2025:
Notional amount due from counterparty Notional amount due
to counterparty Weighted average remaining life
in millions in years
Telenet
$ 3,295.0 € 2,924.3 2.3
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, 2025:
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
$ 4,236.7 (a) 3.3 $ — —
______________
(a) Includes certain derivative instruments that are “forward-starting,” such that the initial exchange occurs at a date subsequent to December 31, 2025. These instruments are typically entered into in order to extend existing hedges without the need to amend existing contracts.
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.
II-77
LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2025, 2024 and 2023
The following table sets forth certain information regarding our swaptions at December 31, 2025:
Notional amount Underlying swap currency Weighted average option expiration period (a) Weighted average strike rate (b)
in millions in years
Telenet:
Buy position $ 1,643.0 € 0.2 3.0 %
Sell position $ 1,643.0 € 0.2 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, 2025:
Notional amount due from counterparty Weighted average remaining life
in millions in years
Telenet
$ 3,597.7 —
VM Ireland
$ 1,056.2 —
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, 2025, we had no interest rate collar agreements, and the total U.S. dollar equivalents of the notional amounts of our purchased interest rate caps and floors were $ 1.1 billion and $ 1.3 billion, respectively.
II-78
LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2025, 2024 and 2023
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, 2025 (a)
VM Ireland ( 1.60 ) %
Telenet ( 1.48 ) %
Total decrease to borrowing costs ( 1.50 ) %
_______________
(a) Represents the effect of derivative instruments in effect at December 31, 2025 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, 2025, the total U.S. dollar equivalent of the notional amounts of our foreign currency forward and option contracts was $ 155.4 million.
Equity-related Derivative Instruments
Vodafone Collar and Vodafone Collar Loan. On February 11, 2023, as part of the Vodafone Collar Transaction, we entered into the Vodafone Collar with respect to all 1,335 million of our Vodafone ordinary shares. The Vodafone Collar was comprised of (i) purchase put options that we could exercise and (ii) written call options exercisable by the counterparty. The Vodafone Collar was designed to hedge the value of our investment in Vodafone shares, protecting against 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 former 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. The Vodafone Collar Loan had 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, which had original settlement dates from July 2025 to December 2026, was fully settled during 2025, as further described in note 7. The Vodafone Collar Loan contained no financial covenants and included customary representations and warranties, events of default and certain adjustment and termination events.
(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, 2025 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 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 the second quarter of 2025, the Vodafone Collar transferred from Level 3 to Level 2 and, as further described in note 7, was fully settled during the third quarter of 2025.
II-79
LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2025, 2024 and 2023
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 judgment 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 (including franchise and licensing rights), 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 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
II-80
LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2025, 2024 and 2023
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 2025, we did not perform any significant nonrecurring fair value measurements. During 2024, we performed a nonrecurring valuation associated with the Formula E Acquisition, including franchise-related intangible assets, using a weighted average cost of capital of 10.0 %.
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, 2025 using:
Description December 31,
2025 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 $ 240.9 $ — $ 240.9 $ —
Foreign currency forward and option contracts 0.1 — 0.1 —
Other 7.8 — 7.8 —
Total derivative instruments 248.8 — 248.8 —
Investments:
SMAs
76.2 — 76.2 —
Other investments 1,631.5 278.1 0.1 1,353.3
Total investments 1,707.7 278.1 76.3 1,353.3
Total assets $ 1,956.5 $ 278.1 $ 325.1 $ 1,353.3
Liabilities:
Derivative instruments:
Cross-currency and interest rate derivative contracts $ 248.2 $ — $ 248.2 $ —
Foreign currency forward and option contracts 2.8 — 2.8 —
Other 8.7 — 8.7 —
Total liabilities $ 259.7 $ — $ 259.7 $ —
II-81
LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2025, 2024 and 2023
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 $ —
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, 2025
$ 1,263.8 $ 213.4 $ 1,477.2
Losses included in loss from continuing operations (a):
Realized and unrealized losses on derivative instruments, net — ( 49.2 ) ( 49.2 )
Realized and unrealized losses due to changes in fair values of certain investments, net ( 111.0 ) — ( 111.0 )
Additions 70.5 — 70.5
Transfers out of Level 3 — ( 173.8 ) ( 173.8 )
Foreign currency translation adjustments and other, net 130.0 9.6 139.6
Balance of net assets at December 31, 2025 (b)
$ 1,353.3 $ — $ 1,353.3
_______________
(a) Amounts primarily relate to assets and liabilities that we continue to carry on our consolidated balance sheets as of December 31, 2025.
II-82
LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2025, 2024 and 2023
(b) As of December 31, 2025, $ 354.4 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, 2025
December 31,
2025 2024
in millions
Distribution systems
3 to 30 years
$ 7,189.1 $ 5,702.7
Support equipment, buildings and land
3 to 33 years
2,941.2 2,518.0
CPE
4 to 7 years
1,070.2 843.1
Total property and equipment, gross
11,200.5 9,063.8
Accumulated depreciation
( 5,930.2 ) ( 4,737.8 )
Total property and equipment, net
$ 5,270.3 $ 4,326.0
Depreciation expense related to our property and equipment was $ 948.5 million, $ 926.2 million and $ 1,165.0 million during 2025, 2024 and 2023, respectively.
During 2025, 2024 and 2023, we recorded non-cash increases to our property and equipment related to vendor financing arrangements of $ 85.5 million, $ 76.8 million and $ 96.3 million, respectively, which exclude related VAT of $ 14.1 million, $ 10.0 million and $ 13.5 million, respectively, that were also financed under these arrangements.
Goodwill
Changes in the carrying amount of our goodwill during 2025 are set forth below:
January 1,
2025
Acquisitions, dispositions
and related
adjustments (a) Reclassification to assets held for sale (b) Foreign currency translation adjustments and other December 31,
2025
in millions
Telenet $ 2,656.4 $ ( 39.1 ) $ — $ 356.2 $ 2,973.5
VM Ireland 250.8 — — 33.6 284.4
Other 245.4 30.6 ( 66.4 ) 35.3 244.9
Total $ 3,152.6 $ ( 8.5 ) $ ( 66.4 ) $ 425.1 $ 3,502.8
_______________
(a) Includes the impairment of certain media assets at Telenet.
(b) Represents goodwill of UPC Slovakia. For additional information regarding the held-for-sale presentation of UPC Slovakia, see note 6.
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.
II-83
LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2025, 2024 and 2023
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) In connection with the Formula E Acquisition, we recorded a net increase of $ 198.7 million to goodwill.
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, 2025 December 31, 2024
Gross carrying amount Accumulated amortization Net carrying amount Gross carrying amount Accumulated amortization Net carrying amount
in millions
Licenses (a) 18 to 24 years
$ 1,582.8 $ ( 438.0 ) $ 1,144.8 $ 1,393.9 $ ( 332.7 ) $ 1,061.2
Customer relationships
5 to 14 years
269.0 ( 186.0 ) 83.0 255.4 ( 161.0 ) 94.4
Other 2 to 15 years
278.9 ( 157.3 ) 121.6 265.5 ( 130.7 ) 134.8
Total $ 2,130.7 $ ( 781.3 ) $ 1,349.4 $ 1,914.8 $ ( 624.4 ) $ 1,290.4
_______________
(a) Primarily includes amounts related to (i) certain mobile spectrum licenses and (ii) a licensing agreement with the FIA, as described in note 5.
II-84
LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2025, 2024 and 2023
Amortization expense related to intangible assets with finite useful lives was $ 90.4 million, $ 75.8 million and $ 51.4 million during 2025, 2024 and 2023, respectively. Based on our amortizable intangible asset balance at December 31, 2025, we expect that amortization expense will be as follows for the next five years and thereafter (in millions):
2026 $ 68.4
2027 62.0
2028 58.3
2029 57.7
2030 56.9
Thereafter 1,046.1
Total $ 1,349.4
(11) Debt
The U.S. dollar equivalents of the components of our debt are as follows:
December 31, 2025 Principal amount
Weighted
average
interest
rate (a) Unused borrowing capacity (b)
Borrowing currency U.S. $
equivalent
December 31,
2025 2024
in millions
Telenet Credit Facility (c)
5.13 % € 535.0 $ 627.9 $ 4,748.0 $ 4,364.8
Telenet Senior Secured Notes
4.72 % — — 1,633.7 1,558.8
VM Ireland Credit Facility (d)
5.44 % € 100.0 117.4 1,056.2 931.4
Vendor financing (e) 4.12 % — — 365.9 355.9
Vodafone Collar Loan (f) — % — — — 1,301.9
Other (g) 4.68 % — — 781.0 632.2
Total debt before deferred financing costs, discounts and premiums (h) 5.01 % $ 745.3 $ 8,584.8 $ 9,145.0
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,
2025 2024
in millions
Total debt before deferred financing costs, discounts and premiums
$ 8,584.8 $ 9,145.0
Deferred financing costs, discounts and premiums, net
( 23.0 ) ( 78.1 )
Total carrying amount of debt
8,561.8 9,066.9
Finance lease obligations (note 12)
33.1 34.1
Total debt and finance lease obligations
8,594.9 9,101.0
Current portion of debt and finance lease obligations ( 764.0 ) ( 898.5 )
Long-term debt and finance lease obligations
$ 7,830.9 $ 8,202.5
_______________
(a) Represents the weighted average interest rate in effect at December 31, 2025 for all borrowings outstanding pursuant to each debt instrument, including any applicable margin. The interest rates presented represent stated rates and do not
II-85
LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2025, 2024 and 2023
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 3.79 % at December 31, 2025. 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, 2025 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, 2025 and (ii) upon completion of the relevant December 31, 2025 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, 2025, 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, 2025
Upon completion of the relevant December 31, 2025 compliance reporting requirements
Borrowing currency U.S. $
equivalent
Borrowing currency U.S. $
equivalent
in millions
Available to borrow:
Telenet Credit Facility
€ 535.0 $ 627.9 € 625.0 $ 733.5
VM Ireland Credit Facility
€ 100.0 $ 117.4 € 100.0 $ 117.4
Available to loan or distribute:
Telenet Credit Facility
€ 535.0 $ 627.9 € 625.0 $ 733.5
VM Ireland Credit Facility
€ 100.0 $ 117.4 € 100.0 $ 117.4
(c) At December 31, 2025, unused borrowing capacity under the Telenet Credit Facility amounted to € 535.0 million ($ 627.9 million), comprising (i) € 490.0 million ($ 575.1 million) under Telenet Revolving Facility I (as defined below), (ii) € 25.0 million ($ 29.3 million) under the Telenet Overdraft Facility and (iii) € 20.0 million ($ 23.5 million) under the Telenet Revolving Facility. With the exception of € 90.0 million ($ 105.6 million) outstanding under Telenet Revolving Facility I, all components of the Telenet Credit Facility were undrawn at December 31, 2025. In June 2025, the underlying credit agreement was amended to (a) combine Telenet Revolving Facility A and Telenet Revolving Facility B into a single revolving facility ( Telenet Revolving Facility I ) with a final maturity date of May 31, 2029 and (b) increase total commitments under Telenet Revolving Facility I by € 30.0 million ($ 35.2 million). In August 2025, commitments under Telenet Revolving Facility I were decreased by € 20.0 million in conjunction with the execution of the Wyre Capex Facility (as defined and described under Financing Transactions below). In December 2025, € 90.0 million was drawn under Telenet Revolving Facility I, reducing available capacity from € 580.0 million ($ 680.7 million) to € 490.0 million. These borrowings were repaid in January 2026, restoring total available capacity under Telenet Revolving Facility I to € 580.0 million.
(d) Unused borrowing capacity under the VM Ireland Credit Facility relates to € 100.0 million ($ 117.4 million) under the VM Ireland Revolving Facility, which was undrawn at December 31, 2025. In March 2025, commitments under the VM Ireland Revolving Facility were increased by € 11.1 million ($ 13.0 million). The VM Ireland Revolving Facility now provides for maximum borrowing capacity of € 100.0 million.
(e) 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
II-86
LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2025, 2024 and 2023
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 2025 and 2024, 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 $ 312.4 million and $ 372.3 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.
(f) As further described in note 7, the Vodafone Collar Loan was fully settled in 2025, resulting in a loss on debt extinguishment of $ 12.1 million related to the write-off of unamortized deferred financing costs and discounts.
(g) At December 31, 2025 and 2024, amounts include (i) $ 228.4 million and $ 195.8 million, respectively, of debt collateralized by certain trade receivables of Telenet and (ii) $ 423.4 million and $ 390.5 million, 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. In addition, the amount at December 31, 2025 includes £ 14.7 million ($ 19.8 million) of debt drawn on a £ 175.9 million ($ 236.6 million) capital expenditure term loan facility at Egg Power AssetCo Limited, a subsidiary of Liberty Global (the Egg Power Capex Facility ). The Egg Power Capex Facility matures on December 31, 2032 and bears interest at a rate of SONIA + 1.7 %, subject to a SONIA floor of 0.0 %. Accordingly, unused borrowing capacity at December 31, 2025 excludes the availability under the Egg Power Capex Facility.
(h) As of December 31, 2025 and 2024, our debt had an estimated fair value of $ 8.6 billion and $ 9.0 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, 2025, 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;
• 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;
II-87
LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2025, 2024 and 2023
• 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” 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.
II-88
LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2025, 2024 and 2023
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 2025.
Telenet
In February 2025, Telenet entered into a € 500.0 million ($ 586.8 million) sustainability-linked term loan facility ( Telenet Facility AU ). Telenet Facility AU was issued at 99.75 % of par, matures on March 31, 2033 and bears interest at a rate of EURIBOR + 3.0 %, subject to a EURIBOR floor of 0.0 %. The interest rate on Telenet Facility AU is subject to adjustment based on Telenet’s achievement or otherwise of certain environmental, social and governance metrics. The net proceeds from Telenet Facility AU were used to refinance € 500.0 million of the € 890.0 million ($ 1,044.5 million) outstanding principal amount under Telenet Facility AT1. In connection with this transaction, Telenet recognized a loss on debt extinguishment of $ 8.0 million related to the write-off of unamortized deferred financing costs and discounts.
II-89
LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2025, 2024 and 2023
In August 2025, Wyre entered into a € 500.0 million standalone capital expenditure term loan facility (the Wyre Capex Facility ). The Wyre Capex Facility bears interest at a rate of EURIBOR + 2.75 %, subject to a EURIBOR floor of 0.0 %, and matures five years after the initial drawdown, which has yet to occur. The maturity date may be extended by Wyre two additional times, each extending the maturity date by one year . When drawn, the proceeds from the Wyre Capex Facility will be used to fund the roll-out of Wyre’s fiber network and for general corporate purposes. Accordingly, unused borrowing capacity at December 31, 2025 excludes the availability under the Wyre Capex Facility.
Maturities of Debt
Maturities of our debt as of December 31, 2025 are presented below for the named entity and its subsidiaries, unless otherwise noted, and represent U.S. dollar equivalents based on December 31, 2025 exchange rates.
Telenet VM
Ireland Other (a) Total
in millions
Year ending December 31:
2026 (b)
$ 733.0 $ — $ 23.4 $ 756.4
2027 24.7 — 57.1 81.8
2028 4,445.6 — — 4,445.6
2029 1,327.8 1,056.2 — 2,384.0
2030 25.9 — — 25.9
Thereafter 891.1 — — 891.1
Total debt maturities 7,448.1 1,056.2 80.5 8,584.8
Deferred financing costs, discounts and premiums, net ( 13.7 ) ( 3.7 ) ( 5.6 ) ( 23.0 )
Total debt $ 7,434.4 $ 1,052.5 $ 74.9 $ 8,561.8
Current portion
$ 733.0 $ — $ 23.4 $ 756.4
Long-term portion $ 6,701.4 $ 1,052.5 $ 51.5 $ 7,805.4
_______________
(a) Includes $ 58.7 million of debt collateralized by certain trade receivables of Formula E.
(b) Amounts include vendor financing obligations of $ 365.9 million at Telenet.
Vendor Financing Obligations
A reconciliation of the beginning and ending balances of our vendor financing obligations for the indicated periods is set forth below:
2025 2024
in millions
Balance at January 1 $ 355.9 $ 399.1
Operating-related vendor financing additions 312.4 372.3
Capital-related vendor financing additions 99.6 86.8
Principal payments on operating-related vendor financing ( 369.4 ) ( 363.7 )
Principal payments on capital-related vendor financing ( 79.6 ) ( 114.0 )
Foreign currency and other 47.0 ( 24.6 )
Balance at December 31 $ 365.9 $ 355.9
II-90
LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2025, 2024 and 2023
(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,
2025 2024
in millions
ROU assets:
Operating leases (a) $ 773.6 $ 710.5
Finance leases (b) 37.1 38.2
Total ROU assets
$ 810.7 $ 748.7
Lease liabilities:
Operating leases (c) $ 828.5 $ 753.1
Finance leases (d) 33.1 34.1
Total lease liabilities $ 861.6 $ 787.2
_______________
(a) Our operating lease ROU assets are included in other assets, net, on our consolidated balance sheets. At December 31, 2025, the weighted average remaining lease term for operating leases was 10.6 years and the weighted average discount rate was 5.4 %. During 2025, 2024 and 2023, we recorded non-cash additions to our operating lease ROU assets of $ 57.7 million, $ 101.3 million and $ 50.4 million, respectively.
(b) Our finance lease ROU assets are included in property and equipment, net, on our consolidated balance sheets. At December 31, 2025, the weighted average remaining lease term for finance leases was 8.2 years and the weighted average discount rate was 8.7 %. During 2025, 2024 and 2023, we recorded non-cash additions to our finance lease ROU assets of $ 1.1 million, $ 7.4 million and $ 20.9 million, respectively.
(c) The current portions of our operating lease liabilities are included in other accrued and current liabilities on our consolidated balance sheets.
(d) The current and long-term portions of our finance lease liabilities are included in current portion of debt and finance lease obligations and long-term debt and finance lease obligations, respectively, on our consolidated balance sheets.
II-91
LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2025, 2024 and 2023
A summary of our aggregate lease expense is set forth below:
Year ended December 31,
2025 2024 2023
in millions
Finance lease expense:
Depreciation and amortization $ 7.2 $ 4.2 $ 30.2
Interest expense (a) 3.2 1.4 0.5
Total finance lease expense
10.4 5.6 30.7
Operating lease expense (b) 119.8 108.6 87.2
Short-term lease expense (b) 0.4 0.4 0.6
Variable lease expense (c) 1.5 1.4 1.4
Total lease expense
$ 132.1 $ 116.0 $ 119.9
_______________
(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 due to changes in circumstances that occur 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,
2025 2024 2023
in millions
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash outflows from operating leases $ 97.8 $ 87.4 $ 92.9
Operating cash outflows from finance leases (interest component) 3.2 1.4 0.5
Financing cash outflows from finance leases (principal component) 5.4 5.6 21.0
Total cash outflows from operating and finance leases $ 106.4 $ 94.4 $ 114.4
II-92
LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2025, 2024 and 2023
Maturities of our operating and finance lease liabilities as of December 31, 2025 are presented below. Amounts represent U.S. dollar equivalents based on December 31, 2025 exchange rates.
Operating leases (a) Finance
leases
in millions
Year ending December 31:
2026 $ 120.8 $ 10.3
2027 107.8 8.8
2028 100.8 4.5
2029 95.1 3.1
2030 92.0 1.8
Thereafter 592.1 13.9
Total payments
1,108.6 42.4
Less: present value discount
( 280.1 ) ( 9.3 )
Present value of lease payments $ 828.5 $ 33.1
Current portion $ 88.8 $ 7.6
Long-term portion $ 739.7 $ 25.5
______________
(a) Operating lease payments exclude $ 124.3 million of estimated future payments for lease commitments not yet commenced at Telenet, the majority of which are not anticipated to be due until after 2028. These payments relate to the lease back of build-to-suit sites on certain passive infrastructure and tower assets sold to DigitalBridge Investments LLC in 2022. Telenet will act as an agent over the construction of future towers on the build-to-suit sites.
II-93
LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2025, 2024 and 2023
(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. 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,
2025 2024 2023
in millions
Domestic (a) $ ( 14.5 ) $ 1,936.6 $ ( 2,899.5 )
Foreign:
U.K.
( 6,842.3 ) (a) (a)
Netherlands ( 277.0 ) ( 190.9 ) ( 833.7 )
Luxembourg ( 62.9 ) ( 54.0 ) ( 195.6 )
Belgium 57.1 131.3 653.9
Ireland ( 22.9 ) ( 0.4 ) ( 16.6 )
U.S.
( 1.9 ) ( 16.6 ) ( 4.7 )
Bermuda (a) 156.8 ( 0.9 )
Intercompany activity with discontinued operations — ( 117.6 ) ( 139.6 )
Other ( 8.1 ) ( 6.9 ) ( 9.3 )
Total foreign ( 7,158.0 ) ( 98.3 ) ( 546.5 )
Earnings (loss) from continuing operations before income taxes $ ( 7,172.5 ) $ 1,838.3 $ ( 3,446.0 )
_______________
(a) For 2025, our domestic jurisdiction is Bermuda and for 2024 and 2023, our domestic jurisdiction is the U.K.
II-94
LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2025, 2024 and 2023
Our income tax benefit (expense) consists of:
Current Deferred Total
in millions
Year ended December 31, 2025:
Domestic (a) $ — $ — $ —
Foreign:
Luxembourg 0.1 84.2 84.3
Belgium ( 102.0 ) 31.3 ( 70.7 )
U.K.
( 0.3 ) 31.0 30.7
U.S. (b)
40.9 ( 11.2 ) 29.7
Netherlands 16.1 1.6 17.7
Ireland — ( 17.7 ) ( 17.7 )
Other ( 0.7 ) 2.5 1.8
Total foreign ( 45.9 ) 121.7 75.8
Total income tax benefit
$ ( 45.9 ) $ 121.7 $ 75.8
Year ended December 31, 2024:
Domestic (a)
$ — $ 8.0 $ 8.0
Foreign:
U.S. (b)
72.3 5.8 78.1
Belgium ( 92.8 ) 25.5 ( 67.3 )
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 foreign ( 22.3 ) 45.1 22.8
Total income tax benefit
$ ( 22.3 ) $ 53.1 $ 30.8
Year ended December 31, 2023:
Domestic (a)
$ ( 0.1 ) $ 0.5 $ 0.4
Foreign:
Belgium ( 100.9 ) ( 64.9 ) ( 165.8 )
U.S. (b)
( 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 )
Total foreign ( 167.2 ) ( 46.3 ) ( 213.5 )
Total income tax expense
$ ( 167.3 ) $ ( 45.8 ) $ ( 213.1 )
_______________
(a) For 2025, our domestic jurisdiction is Bermuda and for 2024 and 2023, our domestic jurisdiction is the U.K.
(b) Includes federal and state income taxes. Our U.S. state income taxes were not material during any of the years presented.
II-95
LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2025, 2024 and 2023
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,
2025 2024 2023
Amount % Amount % Amount %
in millions, except percentages
Computed “expected” tax benefit (expense) (a)
$ 1,075.9 15.0 $ ( 459.6 ) 25.0 $ 809.8 23.5
Domestic federal:
Change in valuation allowances ( 2.2 ) — ( 8.4 ) 0.5 ( 35.6 ) ( 1.0 )
Non-deductible and non-taxable items:
Foreign currency exchange results (a) 445.6 ( 24.2 ) ( 198.8 ) ( 5.8 )
Non-deductible or non-taxable items associated
with investments in subsidiaries and affiliates (b) (a) 75.4 ( 4.1 ) ( 413.3 ) ( 12.0 )
Other non-deductible and non-taxable items (a) ( 19.9 ) 1.1 ( 31.1 ) ( 0.9 )
Other (a) ( 0.5 ) ( 0.1 ) ( 2.4 ) ( 0.1 )
Foreign tax effects:
U.K.:
Non-deductible or non-taxable foreign currency exchange results ( 889.2 ) ( 12.4 ) (a) (a)
Non-deductible or non-taxable items associated with investments in subsidiaries and affiliates (b) ( 748.8 ) ( 10.4 ) (a) (a)
Statutory income tax rate differential 684.2 9.5 (a) (a)
Other ( 41.9 ) ( 0.6 ) (a) (a)
Netherlands:
Non-deductible or non-taxable items associated
with investments in subsidiaries and affiliates ( 55.5 ) ( 0.8 ) ( 49.1 ) 2.7 ( 95.2 ) ( 2.8 )
Non-deductible intercompany service expenses ( 5.7 ) ( 0.1 ) ( 56.0 ) 3.0 ( 69.1 ) ( 2.0 )
Change in valuation allowances ( 2.9 ) — 35.6 ( 1.9 ) ( 85.9 ) ( 2.5 )
Other
27.5 0.4 4.6 ( 0.3 ) 20.1 0.6
Belgium:
Change in valuation allowances ( 26.3 ) ( 0.4 ) ( 24.1 ) 1.3 ( 127.3 ) ( 3.7 )
Non-deductible or non-taxable items associated
with investments in subsidiaries and affiliates (c) ( 0.8 ) — ( 0.7 ) 0.1 130.1 3.8
Other non-deductible or non-taxable items ( 37.3 ) ( 0.5 ) ( 25.8 ) 1.4 ( 12.3 ) ( 0.4 )
Other
1.2 — 12.8 ( 0.7 ) ( 2.7 ) ( 0.1 )
Luxembourg:
Change in valuation allowances 86.0 1.2 ( 0.4 ) — 0.1 —
Other
( 11.2 ) ( 0.2 ) ( 11.2 ) 0.6 ( 1.8 ) —
Bermuda:
International rate differences
(a) 39.2 ( 2.1 ) ( 0.2 ) —
U.S.
( 6.7 ) ( 0.1 ) ( 9.1 ) 0.5 ( 48.2 ) ( 1.4 )
Other foreign jurisdictions
( 20.5 ) ( 0.2 ) ( 1.1 ) 0.1 0.2 —
Worldwide changes in prior year unrecognized tax benefits 50.0 0.7 83.5 ( 4.6 ) ( 49.5 ) ( 1.4 )
Total income tax benefit (expense)
$ 75.8 1.1 $ 30.8 ( 1.7 ) $ ( 213.1 ) ( 6.2 )
II-96
LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2025, 2024 and 2023
_______________
(a) For 2025, our domestic jurisdiction is Bermuda and the statutory or “expected” rate is the Bermuda rate of 15.0 %. For 2024 and 2023, our domestic jurisdiction is the U.K. and the statutory or “expected” rates are the U.K. rates of 25.0 % and 23.5 %, respectively. 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 multinational groups beginning on or after January 1, 2025. Prior to 2025, we used the U.K. statutory rate to compute our “expected” income tax benefit or expense, as management considered this rate to be more meaningful given that Bermuda did not impose an income tax in those periods. The U.K. 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.
(b) The 2025 and 2023 amounts include non-deductible losses from the VMO2 JV, which include our share of the VMO2 JV’s goodwill impairments. For additional information, see note 7.
(c) 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,
2025 2024
in millions
Deferred tax assets (a) $ 137.1 $ 93.1
Deferred tax liabilities (a) ( 370.6 ) ( 405.0 )
Net deferred tax liabilities
$ ( 233.5 ) $ ( 311.9 )
_______________
(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.
II-97
LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2025, 2024 and 2023
The tax effects of temporary differences that give rise to significant portions of our deferred tax assets and liabilities are presented below:
December 31,
2025 2024
in millions
Deferred tax assets:
Net operating loss and other carryforwards $ 1,722.8 $ 1,398.2
Debt and interest 246.5 251.5
Lease liabilities 200.3 175.6
Investments 174.6 336.0
Share-based compensation 88.8 74.9
Property and equipment, net 71.3 125.2
Other future deductible amounts 76.5 68.5
Deferred tax assets 2,580.8 2,429.9
Valuation allowance ( 2,088.5 ) ( 1,934.1 )
Deferred tax assets, net of valuation allowance 492.3 495.8
Deferred tax liabilities:
Property and equipment, net ( 219.9 ) ( 213.6 )
Intangible assets ( 211.4 ) ( 211.2 )
ROU assets
( 187.4 ) ( 163.2 )
Debt and interest ( 57.6 ) ( 21.4 )
Derivative instruments ( 3.7 ) ( 161.2 )
Other future taxable amounts ( 45.8 ) ( 37.1 )
Deferred tax liabilities ( 725.8 ) ( 807.7 )
Net deferred tax liabilities
$ ( 233.5 ) $ ( 311.9 )
Our deferred income tax valuation allowance increased $ 154.4 million in 2025. This increase reflects the net effect of (i) foreign currency translation adjustments, (ii) business acquisitions, (iii) a decrease in deferred tax assets, (iv) a net tax benefit of $ 5.6 million and (v) other individually insignificant items.
The significant components of our tax loss carryforwards and related tax assets at December 31, 2025 are as follows:
Tax loss
carryforward Related
tax asset Expiration
date
Country in millions
Netherlands $ 3,034.1 $ 782.8 Indefinite
U.K.
1,779.2 444.8 Indefinite
Belgium 1,329.4 332.4 Indefinite
Ireland 469.2 58.7 Indefinite
Luxembourg 312.9 81.7 Various
Other 92.8 22.4 Various
Total $ 7,017.6 $ 1,722.8
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, certain tax jurisdictions restrict the
II-98
LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2025, 2024 and 2023
type of taxable income that the above losses are able to offset. The majority of the tax losses shown in the above table are not expected to be realized, including certain losses that are limited in use due to change in control or same business tests.
We have taxable outside basis differences on certain investments in non-U.S. subsidiaries. No additional income taxes have been provided for any undistributed foreign earnings, or any additional outside basis difference inherent in these entities, as these amounts continue to be reinvested in foreign operations. At December 31, 2025, 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 and corporate joint ventures.
A summary of cash taxes paid, net of refunds, by major jurisdiction is presented below:
Year ended December 31,
2025 2024 2023
in millions
Domestic (a) $ — $ 0.2 $ 0.1
Foreign:
U.S.
113.4 87.9 394.8
Belgium 83.9 93.1 88.4
Netherlands (b) 11.2 (b)
Other (c) 2.5 4.1 11.0
Total foreign 199.8 196.3 494.2
Total $ 199.8 $ 196.5 $ 494.3
_______________
(a) For the year ended December 31, 2025, “domestic” represents Bermuda. For the years ended December 31, 2024 and 2023, “domestic” represents the U.K.
(b) The net amount of cash taxes paid during the year does not meet the 5% disaggregation threshold.
(c) The 2024 and 2023 amounts include $ 1.3 million and ($ 4.7 million), respectively, attributable to discontinued operations.
On July 4, 2025, the One Big Beautiful Bill Act (the OBBBA ) was enacted in the U.S., introducing various changes to federal tax law. We have evaluated the provisions of the OBBBA and determined that they did not have a material impact on our consolidated financial statements through December 31, 2025, nor do we currently anticipate that the OBBBA will have a material impact on our consolidated financial statements in the future.
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, 2025, 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 file consolidated and standalone income tax returns in various jurisdictions. In the normal course of business, our income tax filings are subject to review by various taxing authorities. In connection with such reviews, disputes could arise with the taxing authorities over the interpretation or application of certain income tax rules related to our business in that tax jurisdiction. Such disputes may result in future tax and interest and penalty assessments by these taxing authorities. The ultimate resolution of tax contingencies will take place upon the earlier of (i) the settlement date with the applicable taxing authorities in either cash or agreement of income tax positions or (ii) the date when the taxing authorities are statutorily prohibited from adjusting the company’s tax computations.
II-99
LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2025, 2024 and 2023
In general, tax returns filed by our company or our subsidiaries for years prior to 2019 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 Belgium, Luxembourg, Slovakia 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.
The changes in our unrecognized tax benefits for the indicated periods are summarized below:
2025 2024 2023
in millions
Balance at January 1 $ 302.0 $ 444.4 $ 435.2
Settlements with tax authorities ( 168.3 ) ( 3.9 ) ( 4.0 )
Foreign currency translation 9.5 ( 3.9 ) 1.5
Reductions for tax positions of prior years ( 2.5 ) ( 6.4 ) ( 5.9 )
Additions for tax positions of prior years 1.0 19.2 8.5
Lapse of statute of limitations — ( 173.5 ) —
Additions based on tax positions related to the current year — 26.1 2.2
Effects of business acquisitions — — 6.9
Balance at December 31 $ 141.7 $ 302.0 $ 444.4
No assurance can be given that any of these tax benefits will be recognized or realized.
As of December 31, 2025, 2024 and 2023, there were $ 88.9 million, $ 266.6 million and $ 347.0 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, 2024 and 2023, the income tax benefit (expense) of our continuing operations included $ 45.1 million, ($ 7.9 million) and ($ 59.6 million), respectively, representing the net accrual of interest and penalties during the period. At December 31, 2025, accrued interest and penalties associated with our uncertain tax benefits totaled $ 113.5 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 (the District Court ) 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 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 District Court entered judgment against LGI with respect to the refund claim and we appealed this decision to the U.S. Court of Appeals for the Tenth Circuit (the Court of Appeals ) in December 2023. No amounts have been accrued by LGI with respect to this matter. We continue to vigorously defend this matter and actively pursue our claim for refund.
In January 2021, we petitioned the U.S. Tax Court to address unresolved matters related to our 2010 tax year for which we had already recorded a liability for an unrecognized tax benefit. In November 2023, the U.S. Tax Court issued an unfavorable decision, which we subsequently appealed to the Court of Appeals. In December 2023, we made a $ 315 million payment for the disputed tax and estimated associated interest. While this payment reduced the liability for unrecognized tax benefits on our consolidated balance sheet, the position remained in our inventory of unrecognized tax benefits as the matter was not yet settled. In August 2025, the Court of Appeals upheld the U.S. Tax Court’s decision and we will not appeal further. As a result, we have now removed the position from our inventory of unrecognized tax benefits.
II-100
LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2025, 2024 and 2023
(14) Equity
Capitalization
At December 31, 2025, 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, 2025). Additionally, as of December 31, 2025, we have reserved the following common shares for the issuance of outstanding share-based incentive awards:
Class A Class C
Options 1,161,775 5,543,216
SARs
31,776,675 70,725,865
RSUs
3,102,307 4,114,284
PSUs and PSARs
9,675,533 16,073,103
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 therefor. Except with respect to share distributions, whenever a dividend is paid in cash to the holder of one class of our common shares, we will 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 may, from time to time, approve various share repurchase programs for our Liberty Global common shares, pursuant to which we may acquire 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 depends 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 previously approved a share repurchase program authorizing the repurchase of up to 10 % of our outstanding shares as of December 31, 2024, which authorized repurchases during 2025. As of the date of this Annual Report on Form 10-K, no new share repurchase program has been approved for 2026, and therefore, at this time, we are not authorized to repurchase any shares during 2026.
II-101
LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2025, 2024 and 2023
The following table provides details of our share repurchases during 2025, 2024 and 2023:
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
2025
— $ — 17,436,291 $ 11.02 $ 192.1
2024
— $ — 38,260,604 $ 17.73 $ 678.5
2023
1,444,000 $ 18.24 78,452,085 $ 18.86 $ 1,505.9
_______________
(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, 2024, 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 of € 108.6 million to its shareholders during 2023, of which our share was € 66.3 million ($ 73.2 million at the applicable rate).
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, 2025, the net assets of our subsidiaries subject to such limitations was not material.
II-102
LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2025, 2024 and 2023
(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,
2025 2024 2023
in millions
Liberty Global (a)(b):
Non-performance based incentive awards (c) $ 83.5 $ 113.9 $ 137.7
Performance based incentive awards 46.9 18.6 6.9
Other (d) 35.0 29.7 26.9
Total Liberty Global
165.4 162.2 171.5
Telenet share-based incentive awards (e) — — 27.7
Other 4.0 6.1 5.6
Total $ 169.4 $ 168.3 $ 204.8
Included in:
Other operating expenses $ 12.6 $ 17.8 $ 11.3
SG&A expenses
156.8 150.5 193.5
Total
$ 169.4 $ 168.3 $ 204.8
_______________
(a) In November 2024, in connection with the Sunrise Distribution and the Spin-off, the compensation committee of our board of directors approved modifications to our outstanding share-based incentive awards (the Award Modifications ) in accordance with the underlying share-based incentive plans. As we determined that there was no incremental value associated with the Award Modifications, we did not recognize any incremental share-based compensation expense associated with these modifications.
(b) 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.
(c) 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.
II-103
LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2025, 2024 and 2023
(d) Represents annual incentive compensation and defined contribution plan liabilities that have been or are expected to be settled in Liberty Global common shares. In the case of 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 Liberty Growth Incentive Plans as defined and described below.
(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, 2025, $ 152.8 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 1.8 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,
2025 2024 2023
Assumptions used to estimate fair value of options and SARs granted:
Risk-free interest rate 3.69 - 3.71 %
3.39 - 4.11 %
3.12 - 4.10 %
Expected life 6.2 years
3.7 - 6.2 years
3.7 - 6.2 years
Expected volatility 30.5 - 31.3 %
28.9 - 31.4 %
29.0 - 33.1 %
Expected dividend yield none none none
Weighted average grant-date fair value per share of awards granted:
Options $ 4.29 $ 6.57 $ 7.18
SARs
(a) $ 5.06 $ 5.85
RSUs - prior to the Sunrise Distribution
(b) $ 17.39 $ 18.59
RSUs - subsequent to the Sunrise Distribution
$ 11.75 $ 12.95 (b)
PSUs
$ 12.34 $ 25.16 $ 16.60
Total intrinsic value of awards exercised (in millions):
Options (c) (c) (c)
SARs
$ 3.0 $ 23.0 $ 4.6
PSARs
(c) (c) (c)
Cash received from exercise of options (in millions) $ — $ — $ 1.2
Income tax benefit (expense) related to share-based compensation of our continuing operations (in millions) $ ( 1.8 ) $ ( 1.0 ) $ 9.1
_______________
(a) There were no grants of SARs made during the indicated period.
(b) Not applicable.
(c) There were no exercises of this award type during the indicated period.
II-104
LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2025, 2024 and 2023
Share Incentive Plans — Liberty Global Common Shares
2023 Incentive Plan
As of December 31, 2025, 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 72,448,191 (as adjusted for the Spin-off), which represents the number of common shares available for grant under the previous “ Liberty Global 2014 Incentive Plan ” and the “ Liberty Global 2014 Nonemployee Director Incentive Plan ” (collectively, the 2014 Incentive Plans ) immediately prior to the 2023 Annual General Meeting of Shareholders of Liberty Global plc, plus any common shares subject to outstanding awards under the 2014 Incentive Plans that become available for issuance under the Liberty Global 2023 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, 2025, the Liberty Global 2023 Incentive Plan had 62,996,261 common shares available for grant.
Awards (other than performance based awards) under the Liberty Global 2023 Incentive Plan and the Liberty Global 2014 Incentive Plan generally (i) vest annually over a three-year period and (ii) expire 10 years after the grant date. Awards (other than RSUs) issued under the Liberty Global 2014 Nonemployee Director Incentive Plan generally vest in three equal annual installments, provided the director continues to serve as director immediately prior to the vesting date, and expire ten years after the grant date. RSUs vest on the date of the first annual general meeting of shareholders following the grant date. These awards may be granted at or above fair value in any class of common shares.
In connection with the Telenet Takeover Bid, the compensation committee of our board of directors approved the issuance of Telenet Replacement Awards as part of the Liberty Global 2023 Incentive Plan in exchange for corresponding Telenet awards. Prior to the Telenet Takeover Bid, Telenet had several outstanding equity award plans including the 2019 Employee Stock Option Plan ( ESOP 2019 ), the 2020 Employee Stock Option Plan ( ESOP 2020 ), the 2021 Performance Share Plan ( PSP 2021 ), the 2021 CEO Performance Share Plan ( CEO PSP 2021 ) and the 2022 Restricted Share Plan ( RSP 2022 ). Liberty Global proposed to rollover any Telenet equity awards into equivalent awards in Liberty Global shares, excluding the ESOP 2019 and ESOP 2020 which were out-of-the-money at the time of the Telenet Takeover Bid. Additionally, due to regulatory constraints associated with the Telenet Takeover Bid, Telenet was unable to issue equity awards from the 2020 Performance Share Plan ( PSP 2020 ), the 2022 Performance Share Plan ( PSP 2022 ), the 2023 Performance Share Plan ( PSP 2023 ), the 2022 CEO Performance Share Plan ( CEO PSP 2022 ), the 2023 Restricted Share Plan ( RSP 2023 ), the 2023 CEO Performance Share Plan ( CEO PSP 2023 ) and the 2023 Dividend Share Plan ( Dividend Plan 2023 ). Liberty Global has also granted equivalent awards under these Telenet plans. The Telenet Replacement Awards were issued as either RSUs or PSUs, depending on the presence of a performance factor. Generally, (i) awards issued under the CEO PSP 2021, CEO PSP 2022 and CEO PSP 2023 are subject to certain performance metrics and vest at the end of a three-year period, (ii) awards issued under the Dividend Plan 2023 vest immediately, (iii) awards issued under the RSP 2022 and RSP 2023 vest 40 % after year one and 60 % after year two and are subject to a two-year holding restriction, (iv) awards issued under the PSP 2020 are subject to certain performance metrics, vest immediately and are subject to a two-year holding restriction, (v) awards issued under the PSP 2021 and PSP 2023 are subject to certain performance metrics and vest at the end of a three-year period and (vi) awards issued under the PSP 2022 were issued as RSUs, vest 40 % after year one and 60 % after year two and are subject to a two-year holding restriction.
Liberty Growth Incentive Plans
Annually, beginning in April 2021, the compensation committee of our board of directors has approved grants under the “ Liberty Growth Incentive Plans ” (formerly “Ventures Incentive Plans”). The Liberty Growth Incentive Plans are provided to executive officers and other key employees based on the performance of the Liberty Growth Portfolio (the “ Portfolio ”), or a specific portion of the Portfolio in the instance of the “ Tech Liberty Growth Incentive Plan ” (formerly “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 %
II-105
LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2025, 2024 and 2023
of their annual target equity value ( 10 % and 100 % for the 2021 Liberty Growth 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 Liberty Growth 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 Liberty Growth Incentive Plans as of December 31, 2025 are shown below:
Performance period Vesting date Estimated fair value of final payout
in millions
2023 Liberty Growth Incentive Plan 12/31/2022 - 12/31/2025 March 15, 2026 10.8
2023 Tech Liberty Growth Incentive Plan 12/31/2022 - 12/31/2025 March 15, 2026 0.5
2024 Liberty Growth Incentive Plan 12/31/2023 - 12/31/2026 March 15, 2027 13.2
2024 Tech Liberty Growth Incentive Plan 12/31/2023 - 12/31/2026 March 15, 2027 0.6
2025 Liberty Growth Incentive Plan 12/31/2024 - 12/31/2027 March 15, 2028 12.3
2025 Tech Liberty Growth Incentive Plan 12/31/2024 - 12/31/2027 March 15, 2028 1.0
Total $ 38.4
The 2022 Liberty Growth Incentive Plan vested on March 15, 2025. Participants earned 87.6 % of their targeted payout which was settled in 371,261 shares of Liberty Global Class A and 371,261 Class C common shares.
The 2021 Liberty Growth 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.
2025 PSUs
In March 2025, the compensation committee of our board of directors approved the grant of PSUs to executive officers and certain employees (the 2025 PSUs ). The performance metric for the 2025 PSUs is the appreciation of Liberty Global’s average share price during the performance period commencing March 21, 2025 and ending December 31, 2027. The payout is determined based on the achievement of certain share price levels, as adjusted by the committee for (i) corporate transactions, including acquisitions, dispositions, spin-offs and mergers, and (ii) force majeure type events such as natural disasters, acts of war or terrorism or other unanticipated events impacting the business that are outside of our control. Share price appreciation of 0 % to 80 % will generally result in award recipients earning 0 % to 200 % of their target 2025 PSUs. In addition, 50 % of the 2025 PSUs award payout may be “banked” if Liberty Global’s average share price exceeds specific target levels ranging from 30 % to 50 % during the performance period, subject to a cap of 75 % of the target 2025 PSUs. The earned 2025 PSUs will fully vest on February 15, 2028.
II-106
LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2025, 2024 and 2023
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 February 2026, the compensation committee of our board of directors determined that 50 % of the 2024 PSUs were earned as Liberty Global’s rTSR was equal to or greater than the median TSR for the comparator group of companies as of December 31, 2025. This resulted in 731,307 Liberty Global Class A and 1,044,574 Liberty Global Class C PSUs being “banked” out of 1,462,613 Liberty Global Class A and 2,089,147 Liberty Global Class C outstanding PSUs. The value of these banked 2024 PSUs is $ 8.0 million and $ 11.2 million for Liberty Global Class A and Liberty Global Class C PSUs, respectively, at a weighted average grant price of $ 10.89 and $ 10.75 , respectively. The earned 2024 PSUs will fully vest on or around February 15, 2027.
Share-based Award Activity — Liberty Global Common Shares
The following tables summarize the share-based award activity during 2025 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, 2025
1,159,996 $ 15.23
Granted 166,034 9.78
Forfeited ( 164,255 ) 21.73
Outstanding at December 31, 2025
1,161,775 $ 13.54 5.1 $ 0.6
Exercisable at December 31, 2025
828,706 $ 15.03 3.6 $ 0.2
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, 2025
5,203,985 $ 13.62
Granted 664,635 11.62
Forfeited ( 325,404 ) 20.90
Outstanding at December 31, 2025
5,543,216 $ 12.95 5.5 $ 2.4
Exercisable at December 31, 2025
4,128,315 $ 13.62 4.4 $ 1.7
II-107
LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2025, 2024 and 2023
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, 2025
34,684,640 $ 14.15
Forfeited ( 2,158,325 ) 21.15
Exercised ( 749,640 ) 9.77
Outstanding at December 31, 2025
31,776,675 $ 13.78 4.6 $ 16.2
Exercisable at December 31, 2025
26,955,382 $ 14.47 4.0 $ 10.3
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, 2025
75,630,289 $ 14.40
Forfeited ( 4,036,375 ) 21.43
Exercised ( 868,049 ) 9.93
Outstanding at December 31, 2025
70,725,865 $ 14.05 4.6 $ 20.8
Exercisable at December 31, 2025
62,474,003 $ 14.51 4.2 $ 16.5
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, 2025
4,969,045 $ 15.00
Forfeited ( 117,260 ) 15.00
Outstanding at December 31, 2025
4,851,785 $ 15.00 3.0 $ —
Exercisable at December 31, 2025
4,851,785 $ 15.00 3.0 $ —
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, 2025
9,674,673 $ 14.70
Forfeited ( 231,033 ) 14.70
Outstanding at December 31, 2025
9,443,640 $ 14.70 3.0 $ —
Exercisable at December 31, 2025
9,443,640 $ 14.70 3.0 $ —
II-108
LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2025, 2024 and 2023
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, 2025
2,553,035 $ 9.36
Granted 3,215,649 11.58
Forfeited ( 336,273 ) 10.64
Exercised ( 2,330,104 ) 10.54
Outstanding at December 31, 2025
3,102,307 $ 10.64 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, 2025
4,229,272 $ 10.02
Granted 3,480,155 12.07
Forfeited ( 361,871 ) 11.06
Exercised ( 3,233,272 ) 10.90
Outstanding at December 31, 2025
4,114,284 $ 10.97 1.0
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, 2025
1,963,824 $ 13.08
Granted 3,179,733 12.34
Forfeited ( 208,836 ) 12.24
Released from restrictions ( 110,973 ) 9.11
Outstanding at December 31, 2025
4,823,748 $ 12.72 1.7
II-109
LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2025, 2024 and 2023
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, 2025
2,965,058 $ 13.48
Granted 4,105,505 12.34
Forfeited ( 238,285 ) 12.20
Released from restrictions ( 202,815 ) 9.94
Outstanding at December 31, 2025
6,629,463 $ 12.93 1.7
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 spin-off or disposal transactions, or as otherwise permitted under applicable Liberty Global equity plan documents. 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
2,706,841 $ 15.60 3.5 $ 0.4
Exercisable
2,556,946 $ 15.89 3.3 $ 0.3
Class C:
Outstanding
5,309,254 $ 15.61 3.5 $ 0.4
Exercisable
5,012,390 $ 15.87 3.3 $ 0.4
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
49,586 $ 9.89 0.4
PSUs
1,080 $ 12.34 2.1
Class C:
RSUs
95,312 $ 10.38 0.4
PSUs
1,080 $ 12.34 2.1
II-110
LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2025, 2024 and 2023
(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,
2025 2024 2023
in millions
Fair value of plan assets (a) $ 333.4 $ 274.9 $ 256.9
Projected benefit obligation $ 304.4 $ 255.2 $ 242.4
Net asset $ 29.0 $ 19.7 $ 14.5
_______________
(a) At December 31, 2025, 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 $ 23.3 million, $ 21.0 million and $ 19.6 million during 2025, 2024 and 2023, respectively, including $ 23.7 million, $ 21.5 million and $ 19.8 million, respectively, representing the service cost component.
During 2025, our subsidiaries’ contributions to their respective defined benefit plans aggregated $ 22.3 million. Based on December 31, 2025 exchange rates and information available as of that date, we expect this amount to be $ 19.8 million in 2026.
(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, 2023
$ 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 )
Other comprehensive earnings 4,571.8 0.8 4,572.6 — 4,572.6
Balance at December 31, 2025
$ 4,126.1 $ ( 210.5 ) $ 3,915.6 $ 0.4 $ 3,916.0
II-111
LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2025, 2024 and 2023
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, 2025:
Foreign currency translation adjustments $ 4,580.0 $ ( 8.2 ) $ 4,571.8
Pension-related adjustments and other 2.4 ( 1.6 ) 0.8
Other comprehensive earnings attributable to Liberty Global shareholders
$ 4,582.4 $ ( 9.8 ) $ 4,572.6
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
_______________
(a) Amounts represent the noncontrolling interest owners’ share of our pension-related adjustments.
II-112
LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2025, 2024 and 2023
(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 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, 2025. The commitments included in this table do not reflect any liabilities that are included on our December 31, 2025 consolidated balance sheet.
Payments due during:
2026 2027 2028 2029 2030 Thereafter Total
in millions
Purchase commitments $ 663.7 $ 555.2 $ 518.7 $ 103.6 $ 22.3 $ 18.6 $ 1,882.1
Network and connectivity
commitments 70.9 34.4 42.7 62.9 70.5 0.1 281.5
Programming commitments 119.4 72.3 40.5 30.3 17.1 — 279.6
Other commitments 177.5 69.3 68.9 4.3 2.5 2.7 325.2
Total
$ 1,031.5 $ 731.2 $ 670.8 $ 201.1 $ 112.4 $ 21.4 $ 2,768.4
Purchase commitments include unconditional and legally binding obligations related to certain service-related commitments, including software development, information technology, and maintenance and call center services.
Network and connectivity commitments include certain equipment and service-related commitments.
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 $ 562.1 million, $ 555.8 million and $ 566.2 million during 2025, 2024 and 2023, respectively.
Other commitments include (i) race management commitments associated with Formula E and (ii) our share of the funding commitment associated with the nexfibre JV.
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.
II-113
LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2025, 2024 and 2023
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 $ 18.7 million, $ 16.6 million and $ 17.4 million during 2025, 2024 and 2023, 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 ($ 1.6 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.
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
II-114
LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2025, 2024 and 2023
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., and largely similar rules apply in the U.K. 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.
II-115
LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2025, 2024 and 2023
(19) Segment Reporting
Our chief executive officer, 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, sports, infrastructure and other growth assets) and “Liberty Services” (our innovative technology, operational and financial services 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, 2025, 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.
During the fourth quarter of 2024, our previously defined “ Central and Other ” reportable segment was 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.
II-116
LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2025, 2024 and 2023
The “Liberty Growth” strategic platform, included in the “all other category,” comprises certain investments in technology, media, sports and 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 (i) sales of CPE to our reportable segments and certain third parties and (ii) 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 % interests in both the VMO2 JV and the VodafoneZiggo JV under the equity method; accordingly, our share of their operating results is included in share of results of affiliates, net in our consolidated statements of operations. The noncontrolling interests at Telenet and Formula E are reflected in net earnings or loss attributable to noncontrolling interests in our consolidated statements of operations.
II-117
LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2025, 2024 and 2023
Revenue
Third-party and affiliate Intersegment Total
in millions
Year ended December 31, 2025:
Telenet $ 3,207.7 $ 0.2 $ 3,207.9
VM Ireland 494.8 — 494.8
VMO2 JV (nonconsolidated)
13,335.2 — 13,335.2
VodafoneZiggo JV (nonconsolidated)
4,518.5 — 4,518.5
Total reportable segment revenue $ 21,556.2 $ 0.2 21,556.4
Plus: all other category (a) 1,341.3
Less: nonconsolidated JV revenue ( 17,853.7 )
Less: elimination of intercompany consolidated revenue (b) ( 165.5 )
Total consolidated revenue $ 4,878.5
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)
13,649.7 — 13,649.7
VodafoneZiggo JV (nonconsolidated)
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)
13,574.1 — 13,574.1
VodafoneZiggo JV (nonconsolidated)
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
II-118
LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2025, 2024 and 2023
_____________
(a) Amounts include revenue from:
Year ended December 31,
2025 2024 2023
in millions
Services agreements with our nonconsolidated JV reportable segments (as further described in note 7)
$ 591.1 $ 594.9 $ 382.0
Third parties and affiliates 584.9 174.9 142.3
Consolidated reportable segments 165.3 243.8 251.9
Total $ 1,341.3 $ 1,013.6 $ 776.2
(b) Primarily reflects the elimination of (i) the revenue recognized related to the Tech Framework and (ii) for 2024 and 2023, transactions between our continuing and discontinued operations.
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,
2025 2024 2023
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
$ 772.9 $ 1,131.2 $ 764.5 $ 1,027.7 $ 789.1 $ 984.9
VM Ireland
$ 127.2 $ 187.3 $ 127.7 $ 185.4 $ 139.0 $ 185.7
Nonconsolidated reportable segments:
VMO2 JV
$ 4,155.1 $ 4,517.3 $ 4,710.7 $ 4,435.6 $ 4,645.4 $ 4,397.4
VodafoneZiggo JV
$ 983.8 $ 1,557.0 $ 912.2 $ 1,504.4 $ 903.9 $ 1,574.1
Adjusted EBITDA
Year ended December 31,
2025 2024 2023
in millions
Telenet
$ 1,303.8 $ 1,292.2 $ 1,315.2
VM Ireland 180.3 178.3 181.4
VMO2 JV (nonconsolidated)
4,662.8 4,503.4 4,531.3
VodafoneZiggo JV (nonconsolidated)
1,977.7 2,033.9 1,972.5
Total reportable segment Adjusted EBITDA
$ 8,124.6 $ 8,007.8 $ 8,000.4
II-119
LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2025, 2024 and 2023
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,
2025 2024 2023
in millions
Total reportable segment Adjusted EBITDA
$ 8,124.6 $ 8,007.8 $ 8,000.4
Plus: all other category (a) ( 167.9 ) ( 188.7 ) ( 215.1 )
Less: nonconsolidated JV Adjusted EBITDA
( 6,640.5 ) ( 6,537.3 ) ( 6,503.8 )
Less: intercompany consolidated eliminations (b) ( 41.2 ) ( 122.0 ) ( 131.1 )
Share-based compensation expense ( 169.4 ) ( 168.3 ) ( 204.8 )
Depreciation and amortization ( 1,038.9 ) ( 1,002.0 ) ( 1,216.4 )
Impairment, restructuring and other operating items, net ( 90.0 ) ( 49.6 ) ( 43.0 )
Operating loss ( 23.3 ) ( 60.1 ) ( 313.8 )
Interest expense ( 497.5 ) ( 574.7 ) ( 505.0 )
Realized and unrealized gains (losses) on derivative instruments, net ( 567.4 ) 315.2 78.3
Foreign currency transaction gains (losses), net ( 3,121.1 ) 1,756.5 ( 719.7 )
Realized and unrealized gains (losses) due to changes in fair values of certain investments, net 147.8 ( 28.4 ) ( 556.6 )
Losses on debt extinguishment, net ( 20.1 ) — ( 1.4 )
Share of results of affiliates, net ( 3,186.9 ) ( 205.6 ) ( 2,018.4 )
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
Other income, net 96.0 201.8 212.8
Earnings (loss) from continuing operations before income taxes $ ( 7,172.5 ) $ 1,838.3 $ ( 3,446.0 )
_____________
(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) for 2024 and 2023, transactions between our continuing and discontinued operations.
II-120
LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2025, 2024 and 2023
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,
2025 2024 2023
in millions
Telenet
$ 1,105.8 $ 876.6 $ 746.6
VM Ireland 216.3 173.4 176.7
VMO2 JV (nonconsolidated)
2,622.0 2,661.3 2,478.9
VodafoneZiggo JV (nonconsolidated)
987.5 928.9 989.8
Total reportable segment property and equipment additions 4,931.6 4,640.2 4,392.0
Plus: all other category (a) 81.9 49.7 129.1
Less: nonconsolidated JV property and equipment additions ( 3,609.5 ) ( 3,590.2 ) ( 3,468.7 )
Less: elimination of intercompany consolidated property and equipment additions (b) ( 41.2 ) ( 37.8 ) ( 38.0 )
Total consolidated property and equipment additions 1,362.8 1,061.9 1,014.4
Assets acquired under capital-related vendor financing arrangements ( 85.5 ) ( 76.8 ) ( 96.3 )
Assets acquired under finance leases ( 1.1 ) ( 7.4 ) ( 20.9 )
Changes in current liabilities related to capital expenditures 66.9 ( 69.2 ) 24.7
Total capital expenditures, net $ 1,343.1 $ 908.5 $ 921.9
_______________
(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.
II-121
LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2025, 2024 and 2023
Revenue by Major Category
Our revenue by major category is set forth below:
Year ended December 31,
2025 2024 2023
in millions
Residential revenue:
Residential fixed revenue (a):
Subscription revenue (b):
Broadband internet $ 949.6 $ 890.6 $ 872.0
Video 600.4 598.2 616.2
Fixed-line telephony 185.9 196.0 217.0
Total subscription revenue 1,735.9 1,684.8 1,705.2
Non-subscription revenue 27.6 21.6 21.3
Total residential fixed revenue 1,763.5 1,706.4 1,726.5
Residential mobile revenue (c):
Subscription revenue (b) 500.3 487.1 487.1
Non-subscription revenue 169.1 169.3 187.8
Total residential mobile revenue 669.4 656.4 674.9
Total residential revenue 2,432.9 2,362.8 2,401.4
B2B revenue (d):
Subscription revenue 447.0 431.5 417.8
Non-subscription revenue 452.1 411.3 440.8
Total B2B revenue
899.1 842.8 858.6
Other revenue (e) 1,546.5 1,136.3 855.8
Total $ 4,878.5 $ 4,341.9 $ 4,115.8
_______________
(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.
II-122
LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2025, 2024 and 2023
(e) Other revenue includes, among other items, (i) revenue earned from the U.K. JV Services, the Sunrise Services and the NL JV Services, (ii) broadcasting revenue at Telenet and VM Ireland, (iii) revenue at Formula E and (iv) revenue earned from the sales 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,
2025 2024 2023
in millions
Belgium $ 3,018.2 $ 2,921.1 $ 2,948.2
Ireland 494.8 491.4 506.1
Slovakia 53.5 51.1 51.8
Other, including elimination of intercompany consolidated revenue (a) 1,312.0 878.3 609.7
Total $ 4,878.5 $ 4,341.9 $ 4,115.8
VMO2 JV (U.K.)
$ 13,335.2 $ 13,649.7 $ 13,574.1
VodafoneZiggo JV (Netherlands)
$ 4,518.5 $ 4,450.5 $ 4,450.5
_______________
(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,
2025 2024
in millions
Belgium $ 4,907.2 $ 4,022.3
Ireland 887.7 696.2
Slovakia (a) — 51.2
Other (b) 327.1 322.6
Consolidated intercompany eliminations ( 78.1 ) ( 55.8 )
Total $ 6,043.9 $ 5,036.5
VMO2 JV (U.K.)
$ 13,107.7 $ 12,061.1
VodafoneZiggo JV (Netherlands)
$ 5,803.5 $ 5,156.0
_______________
(a) As of December 31, 2025, the long-lived assets associated with UPC Slovakia are classified as held for sale and included in other current assets, net, on our consolidated balance sheet. For additional information regarding the pending sale of UPC Slovakia, see note 6.
(b) 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 Luxembourg.
II-123
LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2025, 2024 and 2023
(20) Subsequent Event
On February 18, 2026, we entered into a Sale and Purchase Agreement with Vodafone to acquire its 50 % interest in the VodafoneZiggo JV for consideration of (i) € 1.0 billion ($ 1.2 billion) in cash and (ii) a 10 % equity interest in a new Benelux holding company, which will hold Liberty Global’s interests in VodafoneZiggo and Telenet (excluding the assets associated with the Wyre infrastructure business). This transaction is expected to close in the second half of 2026, subject to regulatory approvals.
II-124
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 2026 Annual Meeting of Shareholders, which we intend to hold during the second quarter of 2026.
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 2026 Annual Meeting of Shareholders with the Securities and Exchange Commission on or before April 29, 2026.
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, 2025 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):
62,996,261
Liberty Global Class A common shares 5,864,322 $ 9.68
Liberty Global Class C common shares 9,278,229 $ 10.31
Liberty Global 2014 Incentive Plan (4):
Liberty Global Class A common shares 33,835,853 $ 14.76
Liberty Global Class C common shares 77,659,332 $ 14.63
Liberty Global 2014 Nonemployee Director Incentive Plan (4):
Liberty Global Class A common shares 796,901 $ 15.24
Liberty Global Class C common shares 4,084,414 $ 13.70
Equity compensation plans not approved by security holders:
None — —
Totals:
Total common shares available for issuance 62,996,261
Liberty Global Class A common shares 40,497,076
Liberty Global Class C common shares 91,021,975
_______________
(1) This table includes (i) SARs and PSARs with respect to 34,225,710 and 5,109,591 Liberty Global Class A common shares, respectively, and 75,531,037 and 9,947,722 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, 2025 and excluding any related tax effects, 1,486,174 and 1,922,807 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, 2025. 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 7,976,721 and 10,840,139, 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 72,448,191 shares (as adjusted for the Spin-off), subject to anti-dilution adjustments. As of December 31, 2025, an aggregate of 62,996,261 common shares were available for issuance pursuant to the incentive plan. For further information, see note 15 to our consolidated financial statements.
III-2
(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-39 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 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)).
3.2 Memorandum of Association of Liberty Global Ltd., dated July 27, 2022*
3.3 Certificate of Deposit of Memorandum of Increase of Share Capital of Liberty Global Ltd., dated as of December 12, 2023*
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 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)).
4.6 Additional Facility AQ Accession Agreement dated January 24, 2020 and entered into between, among others, Telenet International Finance S.à r.l. as the Borrower, Telenet BVBA as a Guarantor and The Bank of Nova Scotia as the Facility Agent (incorporated by reference to Exhibit 4.2 to the January 30, 2020 8-K).
4.7 Supplemental Agreement dated June 30, 2025, between, among others, Telenet BV as company and The Bank of Nova Scotia as facility agent and attached as a schedule thereto, a copy of the Amended and Restated Credit Agreement dated June 30, 2025, 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 Quarterly Report on Form 10-Q filed August 1, 2025 (File No. 001-35961)).
IV-1
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)).
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 10.1 to the Registrant's Quarterly Report on Form 10-Q filed August 1, 2025 (File No. 001-35961)).
IV-2
10.20+ Form of Non-Executive Director Restricted Share Units 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 August 1, 2025 (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)).
10.22+ Form of 2025 Restricted 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 May 2, 2025 (File No. 001-35961)).
10.23+ Form of 2025 Restricted Share Units Agreement (SHIP) 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 May 2, 2025 (File No. 001-35961)).
10.24+ Form of 2025 Performance Share Units Agreement 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 May 2, 2025 (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+ Second Amended and Restated Employment Agreement dated as of April 7, 2025, by and among Liberty Global Holdings Ltd., Liberty Global, Inc. and Michael T. Fries (incorporated by reference to Exhibit 10.4 to the Registrant's Quarterly Report on Form 10-Q filed May 2, 2025 (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 Amended and Restated Shareholders' Agreement, dated August 1, 2025, by and among Liberty Global Holdings Limited, 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 Quarterly Report on Form 10-Q filed October 30, 2025 (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:
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 **
IV-3
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
+ This document has been identified as a management contract or compensatory plan or arrangement.
Item 16. FORM 10-K SUMMARY
None.
IV-4
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, 2026 /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/ MICHAEL T. FRIES Chief Executive Officer and Chairman of the Board February 18, 2026
Michael T. Fries
/s/ ANDREW J. COLE Director February 18, 2026
Andrew J. Cole
/s/ MIRANDA CURTIS Director February 18, 2026
Miranda Curtis
/s/ MARISA D. DREW Director February 18, 2026
Marisa D. Drew
/s/ PAUL A. GOULD Director February 18, 2026
Paul A. Gould
/s/ RICHARD R. GREEN Director February 18, 2026
Richard R. Green
/s/ LARRY ROMRELL Director February 18, 2026
Larry Romrell
/s/ DANIEL E. SANCHEZ Director February 18, 2026
Daniel E. Sanchez
/s/ J. DAVID WARGO Director February 18, 2026
J. David Wargo
/s/ ANTHONY G. WERNER Director February 18, 2026
Anthony G. Werner
/s/ CHARLES H.R. BRACKEN Executive Vice President and Chief Financial Officer February 18, 2026
Charles H.R. Bracken
/s/ JASON WALDRON Senior Vice President and Chief Accounting Officer February 18, 2026
Jason Waldron
IV-5
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 Disposition Deductions or write-offs Foreign currency translation adjustments Balance
at end of period
in millions
Year ended December 31:
2023
$ 19.1 8.2 — ( 6.2 ) 0.5 $ 21.6
2024
$ 21.6 6.6 — ( 6.3 ) ( 1.4 ) $ 20.5
2025
$ 20.5 16.1 ( 0.2 ) ( 8.4 ) 3.3 $ 31.3
Allowance for doubtful accounts — Loans to affiliates
Balance at beginning
of period Adjustments to costs and expenses Foreign currency translation adjustments Balance
at end of
period
in millions
Year ended December 31:
2023
$ 30.2 ( 1.7 ) 1.0 $ 29.5
2024
$ 29.5 ( 7.8 ) ( 1.4 ) $ 20.3
2025
$ 20.3 ( 4.3 ) 2.6 $ 18.6
IV-6