|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Other | 0.1 | | | (0.1) | |
| Total | $ | 315.2 | | | $ | 78.3 | |
_______________
(a)The gain during 2024 is primarily attributable to the net effect of (i) a net gain associated with changes in the relative value of certain currencies and (ii) a net loss associated with changes in certain market interest rates. In addition, the gain during 2024 includes a net loss of $7.7 million resulting from changes in our credit risk valuation adjustments. The loss during 2023 is attributable to net losses associated with changes in (a) certain market interest rates and (b) the relative value of certain currencies. In addition, the loss during 2023 includes a net gain of $8.4 million resulting from changes in our credit risk valuation adjustments.
(b)For information concerning the factors that impact the valuations of our equity-related derivative instruments, see note 9 to our consolidated financial statements.
For additional information concerning our derivative instruments, see note 8 to our consolidated financial statements and Item 7A. Quantitative and Qualitative Disclosures about Market Risk below.
Foreign currency transaction gains (losses), net
Our foreign currency transaction gains or losses primarily result from the remeasurement of monetary assets and liabilities that are denominated in currencies other than the underlying functional currency of the applicable entity. Unrealized foreign currency transaction gains or losses are computed based on period-end exchange rates and are non-cash in nature until such time as the amounts are settled. The details of our foreign currency transaction gains (losses), net, are as follows:
| | | | | | | | | | | |
| | Year ended December 31, |
| | 2024 | | 2023 |
| | in millions |
| | | |
| Intercompany balances denominated in a currency other than the entity’s functional currency (a) | $ | 1,964.0 | | | $ | (839.0) | |
| U.S. dollar-denominated debt issued by euro functional currency entities | (217.7) | | | 116.1 | |
| Cash and restricted cash denominated in a currency other than the entity’s functional currency | 8.8 | | | 6.2 | |
|
|
|
| Other | 1.4 | | | (3.0) | |
| Total | $ | 1,756.5 | | | $ | (719.7) | |
_______________
(a)Amounts primarily relate to loans between certain of our non-operating subsidiaries in Europe.
For information regarding how we manage our exposure to foreign currency risk, see Item 7A. Quantitative and Qualitative Disclosures about Market Risk — Foreign Currency Risk below.
Realized and unrealized losses due to changes in fair values of certain investments, net
Our realized and unrealized gains or losses due to changes in fair values of certain investments include unrealized gains or losses associated with changes in fair values that are non-cash in nature until such time as these gains or losses are realized through cash transactions. For additional information regarding our investments and fair value measurements, see notes 7 and 9, respectively, to our consolidated financial statements. The details of our realized and unrealized losses due to changes in fair values of certain investments, net, are as follows:
| | | | | | | | | | | |
| | Year ended December 31, |
| | 2024 | | 2023 |
| in millions |
| | | |
EdgeConneX | $ | 147.6 | | | $ | 122.3 | |
Plume | (95.4) | | | (77.8) | |
Lacework (a) | (75.8) | | | (148.6) | |
Vodafone | 57.4 | | | (362.4) | |
Televisa Univision | (52.1) | | | (9.9) | |
ITV | 46.9 | | | (40.5) | |
SMAs | 33.7 | | | (26.4) | |
Pax8 (b) | (27.9) | | | 1.3 | |
Aviatrix | (24.5) | | | (22.7) | |
Lionsgate | (16.2) | | | 32.9 | |
| Other, net | (22.1) | | | (24.8) | |
| Total | $ | (28.4) | | | $ | (556.6) | |
_______________
(a)We completed the sale of our investment in Lacework during the third quarter of 2024.
(b)We completed the sale of our investment in Pax8 during the fourth quarter of 2024.
Share of results of affiliates, net
The following table sets forth the details of our share of results of affiliates, net:
| | | | | | | | | | | |
| | Year ended December 31, |
| | 2024 | | 2023 |
| | in millions |
| | | |
VodafoneZiggo JV (a) | $ | (69.3) | | | $ | (196.7) | |
AtlasEdge JV | (40.9) | | | (31.1) | |
Formula E (b) | (29.1) | | | (19.4) | |
VMO2 JV (c) | (29.0) | | | (1,723.1) | |
All3Media (d) | (15.5) | | | 4.0 | |
Streamz | (2.3) | | | (6.9) | |
nexfibre JV | (2.2) | | | (34.7) | |
| Other, net | (17.3) | | | (10.5) | |
| Total | $ | (205.6) | | | $ | (2,018.4) | |
_______________
(a)Represents (i) our 50% share of the results of operations of the VodafoneZiggo JV and (ii) interest income of $55.4 million and $55.3 million, respectively, representing 100% of the interest earned on the VodafoneZiggo JV Receivables. The summarized results of operations of the VodafoneZiggo JV are set forth below:
| | | | | | | | | | | |
| | Year ended December 31, |
| | 2024 | | 2023 |
| in millions |
| | | |
| Revenue | $ | 4,450.5 | | | $ | 4,450.5 | |
Adjusted EBITDA | $ | 2,033.9 | | | $ | 1,972.5 | |
| Operating income (1) | $ | 321.0 | | | $ | 250.5 | |
Non-operating expense (2) | $ | (707.3) | | | $ | (865.1) | |
| Net loss | $ | (257.1) | | | $ | (510.0) | |
_______________
(1)Includes depreciation and amortization expense of $1,696.3 million and $1,677.2 million, respectively.
(2)Includes interest expense of $822.9 million and $787.8 million, respectively.
The change in the VodafoneZiggo JV’s revenue during 2024, as compared to 2023, is primarily due to the net effect of (i) a decrease in residential fixed revenue, (ii) an increase in residential mobile revenue and (iii) an increase in B2B fixed revenue. The change in the VodafoneZiggo JV’s Adjusted EBITDA during 2024, as compared to 2023, is primarily due to the net effect of (a) lower energy costs, (b) an increase in wage costs and (c) an increase in programming costs. In addition, the reported revenue and Adjusted EBITDA amounts are impacted by FX.
(b)Includes our share of results of Formula E prior to the Formula E Acquisition Date.
(c)Represents (i) our 50% share of the results of operations of the VMO2 JV and (ii) 100% of the share-based compensation expense associated with Liberty Global awards granted to VMO2 JV employees who were formerly employees of Liberty Global prior to the VMO2 JV formation, as these awards remain our responsibility. The summarized results of operations of the VMO2 JV are set forth below:
| | | | | | | | | | | |
| Year ended December 31, |
| 2024 | | 2023 |
| in millions |
| | | |
| Revenue | $ | 13,649.7 | | | $ | 13,574.1 | |
Adjusted EBITDA | $ | 4,503.4 | | | $ | 4,531.3 | |
Operating income (loss) (1) | $ | 1,037.8 | | | $ | (2,274.5) | |
| Non-operating expense (2) | $ | (1,004.7) | | | $ | (1,454.3) | |
| Net loss | $ | (1,634.7) | | | $ | (3,438.6) | |
_______________
(1)Includes depreciation and amortization expense of $3,311.7 million and $3,693.5 million, respectively.
(2)Includes interest expense of $1,634.7 million and $1,505.1 million, respectively. In addition, the 2023 amount includes a charge of £2.3 billion ($2.9 billion at the applicable rate) related to the VMO2 JV’s goodwill impairment, as described in note 7 to our consolidated financial statements.
The change in the VMO2 JV’s revenue during 2024, as compared to 2023, is primarily due to the net effect of (i) a decrease in mobile revenue due to lower handset sales, (ii) an increase in other revenue related to low-margin construction revenue from the nexfibre JV, (iii) an increase in residential fixed revenue and (iv) a one-time increase in 2023 of $48 million in other revenue due to a change in the contract terms with a related-party supplier, with each revenue category as defined and reported by the VMO2 JV. The change in the VMO2 JV’s Adjusted EBITDA during 2024, as compared to 2023, is primarily due to the net effect of (a) higher costs related to information technology and digital efficiency programs, (b) the benefit of approximately $62 million during 2024 related to higher capitalized costs by the VMO2 JV due to a change in the terms of a related-party contract under which Liberty Global now sells CPE hardware and embedded essential software to the VMO2 JV, (c) the aforementioned one-time revenue increase in 2023, (d) a handset inventory-related adjustment increasing cost of sales by approximately $27 million in 2024 and (e) a reduction in costs of $19 million in 2023 due to a change in the contract terms of services provided by a related-party. In addition, the reported revenue and Adjusted EBITDA amounts are impacted by FX.
(d)We completed the sale of our investment in All3Media during the second quarter of 2024.
For additional information regarding our equity method investments, see note 7 to our consolidated financial statements.
Gain on sale of All3Media
In connection with the sale of All3Media, we recognized a gain of $242.9 million during 2024. For additional information, see note 7 to our consolidated financial statements.
Gain associated with the Formula E Acquisition
In connection with the Formula E Acquisition, we recognized a gain of $190.7 million during 2024. For additional information, see note 5 to our consolidated financial statements.
Gain associated with the Telenet Wyre Transaction
In connection with the Telenet Wyre Transaction, we recognized a net gain of $377.8 million during 2023. For additional information, see note 5 to our consolidated financial statements.
Other income, net
We recognized other income, net, of $201.8 million and $211.4 million during 2024 and 2023, respectively. These amounts include interest and dividend income of $199.3 million and $211.7 million, respectively.
Income tax benefit (expense)
We recognized income tax benefit (expense) of $30.8 million and ($213.1 million) during 2024 and 2023, respectively.
The income tax benefit during 2024 differs from the expected income tax expense of $459.6 million (based on the U.K. income tax rate of 25.0%), primarily due to the net positive impact of (i) non-deductible or non-taxable foreign currency exchange results, (ii) certain permanent differences between the financial and tax accounting treatment of interest and other expenses and (iii) the recognition of previously unrecognized tax benefits.
The income tax expense during 2023 differs from the expected income tax benefit of $809.8 million (based on the U.K. blended income tax rate of 23.5%), primarily due to the net negative impact of (i) certain permanent differences between the financial and tax accounting treatment of items associated with investments in subsidiaries and affiliates, (ii) a net increase in valuation allowances, (iii) non-deductible or non-taxable foreign currency exchange results and (iv) certain permanent differences between the financial and tax accounting treatment of interest and other expenses.
For additional information concerning our income taxes, see note 13 to our consolidated financial statements.
Earnings (loss) from continuing operations
During 2024 and 2023, we reported earnings (loss) from continuing operations of $1,869.1 million and ($3,659.1 million), respectively, consisting of (i) operating loss of $60.1 million and $313.8 million, respectively, (ii) net non-operating income (expense) of $1,898.4 million and ($3,132.2 million), respectively, and (iii) income tax benefit (expense) of $30.8 million and ($213.1 million), respectively.
Gains or losses associated with (i) changes in the fair values of derivative instruments, (ii) movements in foreign currency exchange rates and (iii) the disposition of assets and changes in ownership are subject to a high degree of volatility and, as such, any gains from these sources do not represent a reliable source of income. In the absence of significant gains in the future from these sources or from other non-operating items, our ability to achieve earnings is largely dependent on our ability to increase our aggregate operating income to a level that more than offsets the aggregate amount of our (a) interest expense, (b) other non-operating expenses and (c) income tax expense.
Due largely to the fact that we seek to maintain our debt at levels that provide for attractive equity returns, as discussed under Liquidity and Capital Resources — Capitalization below, we expect we will continue to report significant levels of interest expense for the foreseeable future. For information concerning our expectations with respect to trends that may affect
certain aspects of our operating results in future periods, see the discussion under Overview above. For information concerning the reasons for changes in specific line items in our consolidated statements of operations, see Discussion and Analysis of our Reportable Segments and Discussion and Analysis of our Consolidated Operating Results above.
Earnings (loss) from discontinued operations, net of taxes
We reported loss from discontinued operations, net of taxes, of $223.2 million and $214.7 million during 2024 and 2023, respectively, related to the operations of the Sunrise Entities. For additional information, see note 6 to our consolidated financial statements.
Net earnings attributable to noncontrolling interests
Net earnings attributable to noncontrolling interests was $57.9 million and $177.9 million during 2024 and 2023, respectively. The 2024 amount is primarily attributable to noncontrolling interests at Telenet associated with the results of operations of Wyre. The 2023 amount is primarily attributable to the results of operations of Telenet prior to the Telenet Takeover Bid.
Liquidity and Capital Resources
Sources and Uses of Cash
We are a holding company that is dependent on the capital resources of our subsidiaries to satisfy our liquidity requirements at the corporate level. Each of our significant operating subsidiaries is separately financed within one of our two subsidiary “borrowing groups”. These borrowing groups include the respective restricted parent and subsidiary entities within Telenet and VM Ireland. Although our borrowing groups typically generate cash from operating activities, the terms of the instruments governing the indebtedness of these borrowing groups may restrict our ability to access the liquidity of these subsidiaries. In addition, our ability to access the liquidity of these and other subsidiaries may be limited by tax and legal considerations, the presence of noncontrolling interests and other factors.
Cash, cash equivalents and SMAs
The details of the U.S. dollar equivalent balances of our consolidated cash and cash equivalents and investments held under SMAs at December 31, 2024 are set forth in the following table (in millions):
| | | | | |
| Cash and cash equivalents held by: | |
Liberty Global and unrestricted subsidiaries: | |
Liberty Global (a) | $ | 3.6 | |
| Unrestricted subsidiaries (b) | 690.7 | |
Total Liberty Global and unrestricted subsidiaries | 694.3 | |
| Borrowing groups (c): | |
Telenet | 1,109.7 | |
VM Ireland | 12.3 | |
| Total borrowing groups | 1,122.0 | |
| Total cash and cash equivalents (d) | 1,816.3 | |
Investments held under SMAs (e) | 433.1 | |
Total cash and cash equivalents and investments held under SMAs | $ | 2,249.4 | |
_______________
(a)Represents the amount held by Liberty Global on a standalone basis.
(b)Represents the aggregate amount held by subsidiaries that are outside of our borrowing groups.
(c)Represents the aggregate amounts held by the parent entity and restricted subsidiaries of our borrowing groups.
(d)The total cash and cash equivalents balance includes $1,207.2 million or 66.5% and $565.3 million or 31.1% denominated in euros and U.S. dollars, respectively.
(e)The balance of our investments held under SMAs is held by unrestricted subsidiaries of Liberty Global and includes $408.9 million or 94.4% denominated in U.S. dollars.
For additional information regarding our cash and cash equivalents and investments held under SMAs, see the discussion under Item 7A. Quantitative and Qualitative Disclosures about Market Risk — Cash and Investments below.
Liquidity of Liberty Global and its unrestricted subsidiaries
The $3.6 million of cash held by Liberty Global and, subject to certain tax and legal considerations, the $690.7 million of aggregate cash and cash equivalents held by unrestricted subsidiaries, together with the $433.1 million of investments held under SMAs, represented available liquidity at the corporate level at December 31, 2024. Our remaining cash and cash equivalents of $1,122.0 million at December 31, 2024 were held by our borrowing groups, as set forth in the table above. As noted above, various factors may limit our ability to access the cash of our borrowing groups. For information regarding certain limitations imposed by our subsidiaries’ debt instruments at December 31, 2024, see note 11 to our consolidated financial statements.
Our short-term sources of corporate liquidity include (i) cash and cash equivalents held by Liberty Global and, subject to certain tax and legal considerations, Liberty Global’s unrestricted subsidiaries, (ii) investments held under SMAs, (iii) interest and dividend income received on our and, subject to certain tax and legal considerations, our unrestricted subsidiaries’ cash and cash equivalents and investments, including dividend distributions received from the VMO2 JV or the VodafoneZiggo JV, (iv) cash received with respect to transitional and other services provided to various third parties and affiliates and (v) interest payments received with respect to the VodafoneZiggo JV Receivables.
From time to time, Liberty Global and its unrestricted subsidiaries may also receive (i) proceeds in the form of dividend distributions or loan repayments from Liberty Global’s borrowing groups or affiliates (including amounts from the VMO2 JV or the VodafoneZiggo JV) upon (a) the completion of recapitalizations, refinancings, asset sales or similar transactions by these entities or (b) the accumulation of excess cash from operations or other means, (ii) proceeds upon the disposition of investments and other assets of Liberty Global and its unrestricted subsidiaries, such as the sales of UPC Poland and All3Media, and (iii) proceeds in connection with the incurrence of debt by Liberty Global or its unrestricted subsidiaries or the issuance of equity securities by Liberty Global, including equity securities issued to satisfy subsidiary obligations. No assurance can be given that any external funding would be available to Liberty Global or its unrestricted subsidiaries on favorable terms, or at all.
At December 31, 2024, our consolidated cash and cash equivalents included $1,812.7 million held by entities that are domiciled outside of Bermuda. Based on our assessment of our ability to access the liquidity of our subsidiaries on a tax efficient basis and our expectations with respect to our corporate liquidity requirements, we do not anticipate that tax considerations will adversely impact our corporate liquidity over the next 12 months. Our ability to access the liquidity of our subsidiaries on a tax efficient basis is a consideration in assessing the extent of our share repurchase program.
In addition, the amount of cash we receive from our subsidiaries and affiliates to satisfy U.S. dollar-denominated liquidity requirements is impacted by fluctuations in exchange rates, particularly with regard to the translation of euros and British pound sterling into U.S. dollars. In this regard, the strengthening (weakening) of the U.S. dollar against these currencies will result in decreases (increases) in the U.S. dollars received from the applicable subsidiaries and affiliates to fund the repurchase of our equity securities and other U.S. dollar-denominated liquidity requirements.
Our short- and long-term liquidity requirements include (i) corporate general and administrative expenses, (ii) interest payments on the Vodafone Collar Loan and (iii) principal payments on the Vodafone Collar Loan to the extent not settled through the delivery of the underlying shares. In addition, Liberty Global and its unrestricted subsidiaries may require cash in connection with (a) the repayment of third-party and intercompany debt, (b) the satisfaction of contingent liabilities, (c) acquisitions, (d) the repurchase of equity and debt securities, (e) other investment opportunities, (f) any funding requirements of our subsidiaries and affiliates or (g) income tax payments.
During 2024, the aggregate amount of our share repurchases, including direct acquisition costs, was $678.5 million. For additional information regarding our share repurchase programs, see note 14 to our consolidated financial statements.
Liquidity of borrowing groups
The cash and cash equivalents of our borrowing groups are detailed in the table above. In addition to cash and cash equivalents, the primary sources of liquidity of our borrowing groups are cash provided by operations and borrowing availability under their respective debt instruments. For the details of the borrowing availability of our borrowing groups at December 31, 2024, see note 11 to our consolidated financial statements. The aforementioned sources of liquidity may be supplemented in certain cases by contributions and/or loans from Liberty Global and its unrestricted subsidiaries.
The liquidity of our borrowing groups generally is used to fund (i) property and equipment additions, (ii) debt service requirements and (iii) income tax payments, as well as to settle certain obligations that are not included on our December 31, 2024 consolidated balance sheet. In this regard, we have significant commitments related to (a) purchase obligations associated with CPE and certain service-related commitments, (b) certain operating costs associated with our networks and (c) programming, studio output and sports rights contracts. These obligations are expected to represent a significant liquidity requirement of our borrowing groups, a significant portion of which is due over the next 12 to 24 months. For additional information regarding our commitments, see note 18 to our consolidated financial statements.
From time to time, our borrowing groups may also require liquidity in connection with (i) acquisitions and other investment opportunities, (ii) loans to Liberty Global or its unrestricted subsidiaries, (iii) capital distributions to Liberty Global and other equity owners or (iv) the satisfaction of contingent liabilities. No assurance can be given that any external funding would be available to our borrowing groups on favorable terms, or at all.
For additional information regarding our consolidated cash flows, see the discussion under Consolidated Statements of Cash Flows below.
Capitalization
We seek to maintain our debt at levels that provide for attractive equity returns without assuming undue risk. In this regard, we generally seek to cause our operating subsidiaries to maintain their debt at levels that result in a consolidated debt balance (excluding the Vodafone Collar Loan and measured using subsidiary debt figures at swapped foreign currency exchange rates, consistent with the covenant calculation requirements of our subsidiary debt agreements) that is between four and five times our consolidated Adjusted EBITDA, although the timing of our acquisitions and financing transactions and the interplay of average and spot foreign currency rates may impact this ratio. Consolidated Adjusted EBITDA is a non-GAAP measure, which investors should view as a supplement to, and not a substitute for, GAAP measures of performance included in our consolidated statements of operations.
Our ability to service or refinance our debt and to maintain compliance with the leverage covenants in the credit agreements and indentures of our borrowing groups is dependent primarily on our ability to maintain or increase the Adjusted EBITDA of our operating subsidiaries and to achieve adequate returns on our property and equipment additions and acquisitions. In addition, our ability to obtain additional debt financing is limited by the incurrence-based leverage covenants contained in the various debt instruments of our borrowing groups. For example, if the Adjusted EBITDA of one of our borrowing groups were to decline, our ability to obtain additional debt could be limited. Under our credit facilities and senior secured notes there is no cross-default risk between subsidiary borrowing groups in the event that one or more of our borrowing groups were to experience significant declines in their Adjusted EBITDA to the extent they were no longer able to service their debt obligations. Any mandatory prepayment events or events of default that may occur would only impact the relevant borrowing group in which these events occur and do not allow for any recourse to other borrowing groups or Liberty Global Ltd. Our credit facilities and senior secured notes require that certain members of the relevant borrowing group guarantee the payment of all sums payable thereunder and such group members are required to grant first-ranking security over their shares or, in certain borrowing groups, over substantially all of their assets to secure the payment of all sums payable thereunder. At December 31, 2024, each of our borrowing groups was in compliance with its debt covenants. In addition, we do not anticipate any instances of non-compliance with respect to the debt covenants of our borrowing groups that would have a material adverse impact on our liquidity during the next 12 months.
At December 31, 2024, the outstanding principal amount of our consolidated debt, together with our finance lease obligations, aggregated $9.2 billion, including $0.9 billion that is classified as current on our consolidated balance sheet and $2.4 billion that is not due until 2029 or thereafter. All of our consolidated debt and finance lease obligations have been borrowed or incurred by our subsidiaries at December 31, 2024.
We believe we have sufficient resources to repay or refinance the current portion of our debt and finance lease obligations and to fund our foreseeable liquidity requirements during the next 12 months. However, as our maturing debt grows in later years, we anticipate we will seek to refinance or otherwise extend our debt maturities. No assurance can be given that we will be able to complete these refinancing transactions or otherwise extend our debt maturities. In this regard, it is not possible to predict how political and economic conditions, sovereign debt concerns or any adverse regulatory developments could impact the credit and equity markets we access and, accordingly, our future liquidity and financial position. Our ability to access debt financing on favorable terms, or at all, could be adversely impacted by (i) the financial failure of any of our counterparties, which could (a) reduce amounts available under committed credit facilities and (b) adversely impact our ability to access cash deposited with any failed financial institution, and (ii) tightening of the credit markets. In addition, any weakness in the equity markets could make it less attractive to use our shares to satisfy contingent or other obligations, and sustained or increased competition, particularly in combination with adverse economic or regulatory developments, could have an unfavorable impact on our cash flows and liquidity.
For additional information concerning our debt and finance lease obligations, see notes 11 and 12, respectively, to our consolidated financial statements.
Consolidated Statements of Cash Flows
General. Our cash flows are subject to significant variations due to FX. See related discussion under Item 7A. Quantitative and Qualitative Disclosures about Market Risk — Foreign Currency Risk below.
Summary. The 2024 and 2023 consolidated statements of cash flows of our continuing operations are summarized as follows:
| | | | | | | | | | | | | | | | | |
| Year ended December 31, | | |
| 2024 | | 2023 | | Change |
| in millions |
| | | | | |
| Net cash provided by operating activities | $ | 1,331.2 | | | $ | 1,199.3 | | | $ | 131.9 | |
| Net cash provided (used) by investing activities | 1,145.5 | | | (1,280.2) | | | 2,425.7 | |
| Net cash used by financing activities | (806.2) | | | (595.2) | | | (211.0) | |
| Effect of exchange rate changes on cash and cash equivalents and restricted cash | (64.0) | | | 57.9 | | | (121.9) | |
| Net increase (decrease) in cash and cash equivalents and restricted cash | $ | 1,606.5 | | | $ | (618.2) | | | $ | 2,224.7 | |
Operating Activities. The increase in net cash provided by our operating activities is primarily attributable to the net effect of (i) an increase in cash provided by our Adjusted EBITDA and related working capital items, (ii) a decrease due to FX, (iii) a decrease in cash provided due to higher payments of interest, (iv) an increase in cash provided due to lower payments for taxes, including $315.0 million related to a payment of disputed tax associated with a tax litigation matter during 2023 (see note 13 to our consolidated financial statements), (v) an increase in cash provided due to higher net cash receipts related to derivative instruments and (vi) a decrease in cash provided of $143.5 million due to lower dividend distributions received from the VMO2 JV and the VodafoneZiggo JV. Consolidated Adjusted EBITDA is a non-GAAP measure, which investors should view as a supplement to, and not a substitute for, GAAP measures of performance included in our consolidated statements of operations.
Investing Activities. The change in net cash provided (used) by our investing activities is primarily attributable to the net effect of (i) an increase in cash of $2,793.2 million associated with (a) lower net cash paid for investments, primarily related to our investment in Vodafone in 2023 and (b) higher net cash received from the sale of our investments held under SMAs, (ii) a decrease in cash of $608.8 million due to lower dividend distributions received from the VMO2 JV, (iii) an increase in cash of $411.7 million in connection with the sale of our investment in All3Media during 2024 and (iv) a decrease in cash of $199.1 million in connection with the Formula E Acquisition during 2024.
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. In this discussion, we refer to (i) our capital expenditures as reported in our consolidated statements of cash flows, which exclude amounts financed under capital-related vendor financing or finance lease arrangements, and (ii) our total consolidated property and equipment additions, which include our capital expenditures on an accrual basis and amounts financed under capital-related vendor financing or finance lease arrangements. For further details regarding our property and equipment additions, see note 19 to our consolidated financial statements. A reconciliation of our consolidated property and equipment additions to our consolidated capital expenditures, as reported in our consolidated statements of cash flows, is set forth below:
| | | | | | | | | | | |
| | Year ended December 31, |
| | 2024 | | 2023 |
| in millions |
| | | |
| Property and equipment additions | $ | 1,061.9 | | | $ | 1,014.4 | |
Assets acquired under capital-related vendor financing arrangements | (76.8) | | | (96.3) | |
| Assets acquired under finance leases | (7.4) | | | (20.9) | |
Changes in current liabilities related to capital expenditures | (69.2) | | | 24.7 | |
| Capital expenditures, net | $ | 908.5 | | | $ | 921.9 | |
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The increase in our property and equipment additions during 2024, as compared to 2023, is primarily due to an increase in local currency expenditures of our subsidiaries due to the net effect of (i) an increase in expenditures for new build and upgrade projects, (ii) a decrease in expenditures to support new customer products and operational efficiency initiatives, (iii) a decrease in expenditures for the purchase and installation of CPE and (iv) an increase in baseline expenditures, including network improvements and expenditures for property and facilities and information technology systems. During 2024 and 2023, our property and equipment additions represented 24.5% and 24.6% of revenue, respectively.
We expect our 2025 property and equipment additions to increase as compared to our 2024 property and equipment additions. The actual amount of our 2025 property and equipment additions may vary from our expectations for a variety of reasons, including (i) changes in (a) the competitive or regulatory environment, (b) business plans, (c) our expected future operating results or (d) foreign currency exchange rates and (ii) the availability of sufficient capital. Accordingly, no assurance can be given that our actual property and equipment additions will not vary materially from our expectations.
Financing Activities. The increase in net cash used by our financing activities is primarily attributable to the net effect of (i) an increase in cash used of $1,983.4 million due to lower net borrowings of debt, including borrowings in 2023 related to (a) the Vodafone Collar Loan and (b) the Telenet Takeover Bid, (ii) a decrease in cash used of $985.7 million due to the acquisition of shares in connection with the Telenet Takeover Bid in 2023 and (iii) a decrease in cash used of $804.9 million due to lower repurchases of Liberty Global common shares.
Adjusted Free Cash Flow
We define adjusted free cash flow as net cash provided by the operating activities of our continuing operations, plus operating-related vendor financed expenses (which represents an increase in the period to our actual cash available as a result of extending vendor payment terms beyond normal payment terms, which are typically 90 days or less, through non-cash financing activities), less (i) cash payments in the period for capital expenditures, (ii) principal payments on operating- and capital-related amounts financed by vendors and intermediaries (which represents a decrease in the period to our actual cash available as a result of paying amounts to vendors and intermediaries where we previously had extended vendor payments beyond the normal payment terms) and (iii) principal payments on finance leases (which represents a decrease in the period to our actual cash available), each as reported in our consolidated statements of cash flows, with each item excluding any cash provided or used by our discontinued operations. Net cash provided by operating activities of our continuing operations includes cash paid for third-party costs directly associated with successful and unsuccessful acquisitions and dispositions of $9.1 million and $27.7 million during 2024 and 2023, respectively.
We believe our presentation of adjusted free cash flow, which is a non-GAAP measure, provides useful information to our investors because this measure can be used to gauge our ability to (i) service debt and (ii) fund new investment opportunities after consideration of all actual cash payments related to our working capital activities and expenses that are capital in nature whether paid inside normal vendor payment terms or paid later outside normal vendor payment terms (in which case we typically pay in less than 365 days). Adjusted free cash flow should not be understood to represent our ability to fund discretionary amounts, as we have various mandatory and contractual obligations, including debt repayments, that are not deducted to arrive at these amounts. Investors should view adjusted free cash flow as a supplement to, and not a substitute for, GAAP measures of liquidity included in our consolidated statements of cash flows. Further, our adjusted free cash flow may differ from how other companies define and apply their definition of adjusted free cash flow.
The following table provides the details of our adjusted free cash flow:
| | | | | | | | | | | |
| | Year ended December 31, |
| | 2024 | | 2023 |
| in millions |
| | | |
| Net cash provided by operating activities of our continuing operations | $ | 1,331.2 | | | $ | 1,199.3 | |
| Operating-related vendor financing additions (a) | 372.3 | | | 346.2 | |
| Cash capital expenditures, net | (908.5) | | | (921.9) | |
| Principal payments on operating-related vendor financing | (363.7) | | | (376.2) | |
| Principal payments on capital-related vendor financing | (114.0) | | | (119.3) | |
| Principal payments on finance leases | (5.6) | | | (21.0) | |
| Adjusted free cash flow | $ | 311.7 | | | $ | 107.1 | |
_______________
(a)For purposes of our consolidated statements of cash flows, operating-related vendor financing additions represent operating-related expenses financed by an intermediary that are treated as constructive operating cash outflows and constructive financing cash inflows when the intermediary settles the liability with the vendor. When we pay the financing intermediary, we record financing cash outflows in our consolidated statements of cash flows. For purposes of our adjusted free cash flow definition, we (i) add in the constructive financing cash inflow when the intermediary settles the liability with the vendor as our actual net cash available at that time is not affected and (ii) subsequently deduct the related financing cash outflow when we actually pay the financing intermediary, reflecting the actual reduction to our cash available to service debt or fund new investment opportunities.
Critical Accounting Policies, Judgments and Estimates
In connection with the preparation of our consolidated financial statements, we make estimates and assumptions that affect the reported amounts of assets and liabilities, revenue and expenses and related disclosure of contingent assets and liabilities. Critical accounting policies are defined as those policies that are reflective of significant judgments, estimates and uncertainties, which would potentially result in materially different results under different assumptions and conditions. We believe the following accounting policies are critical in the preparation of our consolidated financial statements because of the judgment necessary to account for these matters and the significant estimates involved, which are susceptible to change:
•Impairment of goodwill;
•Costs associated with the capitalization of property and equipment;
•Fair value measurements; and
•Income tax accounting.
We have discussed the selection of the aforementioned critical accounting policies with the audit committee of our board of directors. For additional information concerning our significant accounting policies, see note 3 to our consolidated financial statements.
Impairment of Goodwill
Carrying Value. The aggregate carrying value of our goodwill comprised 12.4% of our total assets at December 31, 2024.
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. For impairment evaluations, 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”).
When required, considerable management judgment may be necessary to estimate the fair value of reporting units. We determine fair value using an income-based approach (discounted cash flows) based on assumptions in our long-range business plans or a market-based approach (current multiples of comparable public companies and guideline transactions) and, in some cases, a combination of an income-based approach and a market-based approach. With respect to our discounted cash flow analysis used in the income-based approach, the timing and amount of future cash flows under these business plans require estimates of, among other items, subscriber growth and retention rates, rates charged per product, expected gross margins and Adjusted EBITDA margins and expected property and equipment additions. The development of these cash flows, and the discount rate applied to the cash flows, is subject to inherent uncertainties, and actual results could vary significantly from such estimates. Our determination of the discount rate is based on a weighted average cost of capital approach, which uses a market participant’s cost of equity and after-tax cost of debt and reflects the risks inherent in the cash flows. Based on the results of our 2024 qualitative assessment of our reporting unit carrying values, we determined that it was more-likely-than-not that fair value exceeded carrying value for all of our reporting units.
During the three years ended December 31, 2024, we did not record any significant impairment charges with respect to our goodwill. For additional information regarding our goodwill, see note 10 to our consolidated financial statements.
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. Any such impairment charges could be significant.
Costs Associated with the Capitalization of Property and Equipment
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. 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 customer locations where a drop already exists, disconnecting customer locations and repairing or maintaining drops, are expensed as incurred. We capitalize internal and external costs
directly associated with the development of internal-use software. 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.
We make judgments regarding the construction, upgrade and installation activities to be capitalized and the development of internal-use software. In addition to direct external and internal labor and materials, we also capitalize other costs directly attributable to our construction and installation activities, including dispatch costs, quality-control costs, vehicle-related costs and certain warehouse-related costs. The capitalization of these costs is based on time sheets, standard costs, call tracking systems and other verifiable means that directly link the costs incurred with the applicable capitalizable activity. We continuously monitor the appropriateness of our capitalization policies and update the policies when necessary to respond to changes in facts and circumstances, such as the development of new products and services and changes in the manner that installations, construction or upgrade activities or the development of internal-use software are performed.
Fair Value Measurements
GAAP provides guidance with respect to the recurring and nonrecurring fair value measurements and 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.
Recurring Valuations. We perform recurring fair value measurements with respect to our derivative instruments and our fair value method investments. We use (i) cash flow valuation models to determine the fair values of our interest rate and foreign currency derivative instruments and (ii) a Black-Scholes option pricing model to determine the fair values of our equity-related derivative instruments. We use quoted market prices when available and, when not available, we use a combination of an income approach (discounted cash flows) and a market approach (market multiples of similar businesses) to determine the fair value of our fair value method investments. For a detailed discussion of the inputs we use to determine the fair value of our derivative instruments and fair value method investments, see note 9 to our consolidated financial statements. For information concerning our fair value method investments and derivative instruments, see notes 7 and 8, respectively, to our consolidated financial statements.
Changes in the fair values of our derivative instruments and fair value method investments have had, and we believe will continue to have, a significant and volatile impact on our results of operations. During 2024, 2023 and 2022, we recognized net gains (losses) of $286.8 million, ($478.3 million) and $537.4 million, respectively, attributable to changes in the fair values of these items.
As further described in note 9 to our consolidated financial statements, actual amounts received or paid upon the settlement or disposition of these investments and instruments may differ materially from the recorded fair values at December 31, 2024.
For information concerning the sensitivity of the fair value of certain of our more significant derivative instruments to changes in market conditions, see Item 7A. Quantitative and Qualitative Disclosures About Market Risk — Sensitivity Information below.
Nonrecurring Valuations. Our nonrecurring valuations are primarily associated with (i) the application of acquisition accounting, (ii) impairment assessments and (iii) the accounting for our initial investment in significant joint ventures, each of which require that we make fair value determinations as of the applicable valuation date. In making these determinations, we are required to make estimates and assumptions that affect the recorded amounts, including, but not limited to, expected future cash flows, market comparables and discount rates, remaining useful lives of long-lived assets, replacement or reproduction costs of property and equipment and the amounts to be recovered in future periods from acquired net operating losses and other deferred tax assets. To assist us in making these fair value determinations, we may engage third-party valuation specialists. Our estimates in this area impact, among other items, the amount of depreciation and amortization, impairment charges and income tax expense or benefit that we report. Our estimates of fair value are based upon assumptions we believe to be reasonable, but which are inherently uncertain. A significant portion of our long-lived assets were initially recorded through the application of acquisition accounting and all of our long-lived assets are subject to impairment assessments. For additional information, see note 9 to our consolidated financial statements. For information regarding our acquisitions and long-lived assets, see notes 5 and 10, respectively, to our consolidated financial statements.
Income Tax Accounting
We are required to estimate the amount of income tax payable or refundable for the current year and the 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 losses 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. This process requires our management to make assessments regarding the timing and probability of the ultimate tax impact of such items.
Net deferred tax assets are reduced by a valuation allowance if, based on our evaluation of all available evidence, we believe that it is more-likely-than-not such net deferred tax assets will not be realized. Establishing or reducing a tax valuation allowance requires us to make assessments about the timing of future events, including the probability of expected future taxable income and available tax planning strategies. At December 31, 2024, the aggregate valuation allowance provided against deferred tax assets was $1,934.1 million. The actual amount of deferred income tax benefits realized in future periods will likely differ from the net deferred tax assets reflected in our December 31, 2024 consolidated balance sheet due to, among other factors, possible future changes in income tax law, or interpretations thereof, in the jurisdictions in which we operate and differences between estimated and actual future taxable income. Any such factors could have a material effect on our current and deferred tax positions as reported in our consolidated financial statements. A high degree of judgment is required to assess the impact of possible future outcomes on our current and deferred tax positions.
Tax laws in jurisdictions in which we have a presence are subject to varied interpretation, and many tax positions we take are subject to significant uncertainty regarding whether the position will be ultimately sustained after review by the relevant tax authority. 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. The determination of whether the tax position meets the more-likely-than-not threshold requires a facts-based judgment using all information available. In a number of cases, we have concluded that the more-likely-than-not threshold is not met and, accordingly, the amount of tax benefit recognized in our consolidated financial statements is different than the amount taken or expected to be taken in our tax returns. As of December 31, 2024, the amount of unrecognized tax benefits for financial reporting purposes, but taken or expected to be taken in our tax returns, was $302.0 million, of which $266.6 million 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.
We are required to continually assess our tax positions, and the results of tax examinations or changes in judgment can result in substantial changes to our unrecognized tax benefits.
Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are exposed to market risk in the normal course of our business operations due to our investments in various foreign countries and ongoing investing and financing activities. Market risk refers to the risk of loss arising from adverse changes in foreign currency exchange rates, interest rates and stock prices. The risk of loss can be assessed from the perspective of adverse changes in fair values, cash flows and future earnings. As further described below, we have established policies, procedures and processes governing our management of market risks and the use of derivative instruments to manage our exposure to such risks.
Cash and Investments
We invest our cash in highly liquid instruments that meet high credit quality standards. We are exposed to exchange rate risk to the extent that the denominations of our cash and cash equivalent balances, revolving lines of credit and other short-term sources of liquidity do not correspond to the denominations of our and our subsidiaries’ short-term liquidity requirements. In order to mitigate this risk, we actively manage the denominations of our cash balances in light of our and our subsidiaries’ forecasted liquidity requirements. At December 31, 2024 and 2023, our consolidated cash balances included $1,207.2 million or 66.5% and $967.2 million or 68.6%, respectively, denominated in euros and $565.3 million or 31.1% and $408.7 million or 29.0%, respectively, denominated in U.S. dollars. At December 31, 2024 and 2023, the balance of our consolidated investments held under SMAs included $408.9 million or 94.4% and $2,276.1 million or 100%, respectively, denominated in U.S. dollars.
We are exposed to market price fluctuations related to our investment in Vodafone shares, which had an aggregate value of $1,141.5 million at December 31, 2024. All of our Vodafone shares are held through the Vodafone Collar. For information regarding the terms of the Vodafone Collar and Vodafone Collar Loan, see note 8 to our consolidated financial statements. Our exposure to market risk is limited for the shares held through the Vodafone Collar. For additional information regarding our investment in Vodafone shares, see note 7 to our consolidated financials statements.
Foreign Currency Risk
We are exposed to foreign currency exchange rate risk with respect to our consolidated debt in situations where our debt is denominated in a currency other than the functional currency of the operations whose cash flows support our ability to repay or refinance such debt. Although we generally match the denomination of our and our subsidiaries’ borrowings with the functional currency of the operations that are supporting the respective borrowings, market conditions or other factors may cause us to enter into borrowing arrangements that are not denominated in the functional currency of the underlying operations (unmatched debt). In these cases, our policy is to provide for an economic hedge against foreign currency exchange rate movements by using derivative instruments to synthetically convert unmatched debt into the applicable underlying currency. At December 31, 2024, substantially all of our debt was either directly or synthetically matched to the applicable functional currencies of the underlying operations. For additional information concerning the terms of our derivative instruments, see note 8 to our consolidated financial statements.
In addition to the exposure that results from the mismatch of our borrowings and underlying functional currencies, we are exposed to foreign currency risk to the extent that we enter into transactions denominated in currencies other than our or our subsidiaries’ respective functional currencies (non-functional currency risk), such as equipment purchases, programming contracts, notes payable and notes receivable (including intercompany amounts). Changes in exchange rates with respect to amounts recorded on our consolidated balance sheets related to these items will result in unrealized (based upon period-end exchange rates) or realized foreign currency transaction gains and losses upon settlement of the transactions. Moreover, to the extent that our revenue, costs and expenses are denominated in currencies other than our respective functional currencies, we will experience fluctuations in our revenue, costs and expenses solely as a result of changes in foreign currency exchange rates. Generally, we will consider hedging non-functional currency risks when the risks arise from agreements with third parties that involve the future payment or receipt of cash or other monetary items to the extent that we can reasonably predict the timing and amount of such payments or receipts and the payments or receipts are not otherwise hedged. In this regard, we have entered into foreign currency forward and option contracts to hedge certain of these risks. For additional information concerning our foreign currency forward and option contracts, see note 8 to our consolidated financial statements.
We are also exposed to unfavorable and potentially volatile fluctuations of the U.S. dollar (our reporting currency) against the currencies of our operating subsidiaries when their respective financial statements are translated into U.S. dollars for inclusion in our consolidated financial statements. Cumulative translation adjustments are recorded in accumulated other comprehensive earnings or loss as a separate component of equity. Any increase (decrease) in the value of the U.S. dollar against any foreign currency that is the functional currency of one of our operating subsidiaries will cause us to experience unrealized foreign currency translation losses (gains) with respect to amounts already invested in such foreign currencies.
Accordingly, we may experience a negative impact on our comprehensive earnings or loss and equity with respect to our holdings solely as a result of FX. Our primary exposure to FX risk during the three months ended December 31, 2024 for our continuing operations was to the euro, as substantially all of our reported revenue during the period was derived from subsidiaries whose functional currencies are the euro. In addition, our reported operating results are impacted by changes in the exchange rates for other local currencies in Europe. We do not hedge against the risk that we may incur non-cash losses upon the translation of the financial statements of our subsidiaries and affiliates into U.S. dollars. For additional information regarding certain currency instability risks, see Management’s Discussion and Analysis of Financial Condition and Results of Operations above.
The relationships between the primary currencies of the countries in which we operate and the U.S. dollar, which is our reporting currency, are shown below, per one U.S. dollar:
| | | | | | | | | | | |
| December 31, |
| 2024 | | 2023 |
| | | |
| Spot rates: | | | |
| Euro | 0.9663 | | | 0.9038 | |
|
| British pound sterling | 0.7988 | | | 0.7835 | |
|
| | | | | | | | | | | | | | | | | |
| | Year ended December 31, |
| | 2024 | | 2023 | | 2022 |
| | | | | |
| Average rates: | | | | | |
| Euro | 0.9246 | | | 0.9247 | | | 0.9509 | |
| |
| British pound sterling | 0.7826 | | | 0.8042 | | | 0.8112 | |
| |
|
|
| (428.2) | |
_______________
(a)Includes (i) the cash flows of our interest rate cap, swaption, floor and swap contracts and (ii) the interest-related cash flows of our cross-currency and interest rate swap contracts.
(b)Includes the principal-related cash flows of our cross-currency swap contracts.
(c)Includes amounts related to our equity-related derivative instruments and foreign currency forward contracts. We may elect to use cash or the collective value of the related shares and Vodafone Collar to settle the Vodafone Collar Loan.
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The consolidated financial statements of Liberty Global are filed under this Item, beginning on page II-41. Financial statement schedules are filed under Item 15 of this Annual Report on Form 10-K.
Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
Item 9A. CONTROLS AND PROCEDURES
Evaluation of disclosure controls and procedures
In accordance with Exchange Act Rule 13a-15, we carried out an evaluation, under the supervision and with the participation of management, including our chief executive officer and chief financial officer (the Executives), of the effectiveness of our disclosure controls and procedures as of December 31, 2024. In designing and evaluating the disclosure controls and procedures, the Executives recognize that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is necessarily required to apply judgment in evaluating the cost-benefit relationship of possible controls and objectives. Based on that evaluation, the Executives concluded that our disclosure controls and procedures are effective as of December 31, 2024, to provide reasonable assurance that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms.
Internal control over financial reporting
(a) Management’s Annual Report on Internal Control over Financial Reporting
Management’s annual report on internal control over financial reporting is included herein on page II-38.
(b) Audit Report of the Independent Registered Public Accounting Firm
The audit report of KPMG LLP is included herein on page II-39.
(c) Changes in Internal Control over Financial Reporting
There have been no changes in our internal controls over financial reporting identified in connection with the evaluation described above that occurred during the fourth fiscal quarter covered by this Annual Report on Form 10-K that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Item 9B. OTHER INFORMATION
During the quarter ended December 31, 2024, none of the Company’s directors or executive officers or 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.
Management’s Annual Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f) of the Securities Exchange Act of 1934. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Our management assessed the effectiveness of internal control over financial reporting as of December 31, 2024, using the criteria in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, our management believes that our internal control over financial reporting was effective as of December 31, 2024. The effectiveness of our internal control over financial reporting has been audited by KPMG LLP, an independent registered public accounting firm, as stated in their report included herein. In October 2024, we acquired a controlling interest in Formula E Holdings Ltd. (Formula E). Our evaluation of internal control over financial reporting did not include the internal control of Formula E. The amount of total assets and revenue included in our consolidated financial statements as of and for the year ended December 31, 2024 that is attributable to Formula E was $987.0 million and $17.9 million, respectively.
Report of Independent Registered Public Accounting Firm
To the Shareholders and Board of Directors
Liberty Global Ltd.:
Opinion on Internal Control Over Financial Reporting
We have audited Liberty Global Ltd. and subsidiaries’ (the Company) internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive loss, equity, and cash flows for each of the years in the three-year period ended December 31, 2024, and the related notes and financial statement schedule II (collectively, the consolidated financial statements), and our report dated February 18, 2025 expressed an unqualified opinion on those consolidated financial statements.
The Company acquired Formula E Holdings Ltd. during 2024, and management excluded from its assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2024, Formula E Holdings Ltd.’s internal control over financial reporting associated with total assets of $987.0 million and total revenues of $17.9 million included in the consolidated financial statements of the Company as of and for the year ended December 31, 2024. Our audit of internal control over financial reporting of the Company also excluded an evaluation of the internal control over financial reporting of Formula E Holdings Ltd.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ KPMG LLP
Denver, Colorado
February 18, 2025
Report of Independent Registered Public Accounting Firm
To the Shareholders and Board of Directors
Liberty Global Ltd.:
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheets of Liberty Global Ltd. and subsidiaries (the Company) as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive loss, equity, and cash flows for each of the years in the three-year period ended December 31, 2024, and the related notes and financial statement schedule II (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2024, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February 18, 2025 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which they relate.
Assessment of fair value of certain other investments with unobservable inputs
As described in Note 9 to the consolidated financial statements, the Company measured $1,263.8 million of its other investments using level 3 fair value measurements within the fair value hierarchy as of December 31, 2024. For certain other investments where quoted market prices are not available, the Company values the investments using an income approach, a market approach, or a combination of both approaches, as applicable. In determining fair value, the Company makes subjective assumptions using unobservable inputs.
We identified the assessment of fair value of certain other investments where quoted market prices are not available and are valued using unobservable inputs as a critical audit matter. Evaluating the fair value of these investments involved a high degree of subjective auditor judgment. Changes in certain unobservable inputs, specifically the weighted average cost of capital and cash flow forecasts used in the income approach and the market multiples used in the market approach, could have resulted in significant differences in the estimated fair value measurements. Additionally, specialized skills and knowledge were required to evaluate these fair value assumptions.
The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls over the Company’s process to measure the fair value of other investments, including controls related to the assessment of certain unobservable inputs, including the weighted average cost of capital, cash flow forecasts, and market multiples, as applicable. To assess the weighted average cost of capital and cash flow forecasts used in the income approach, we compared them to historical results, relevant industry and market indices and to assess the market multiples used in the market approach, we compared them to public company market capitalization values. We involved valuation professionals with specialized skills and knowledge who, for a selection of the investments, assisted in evaluating certain unobservable inputs used by the Company for its estimates of fair values recorded by:
•Developing a range of weighted average cost of capital using publicly available market data for comparable entities and comparing to the estimates used by the Company for values determined using the income method,
•Developing a range of market multiples using market data for comparable entities and transactions, and comparing to the estimates used by the Company for certain values determined using the income and market approaches.
/s/
We have served as the Company’s auditor since 2004.
February 18, 2025
LIBERTY GLOBAL LTD.
CONSOLIDATED BALANCE SHEETS
| | | | | | | | | | | |
| December 31, |
| 2024 | | 2023 |
| | in millions |
| ASSETS | | | |
| Current assets: | | | |
| Cash and cash equivalents | $ | | | | $ | | |
Trade receivables, net (note 3) | | | | | |
Short-term investments (measured at fair value on a recurring basis) (note 7) | | | | | |
Derivative instruments (note 8) | | | | | |
|
Current assets of discontinued operations (note 6) | | | | | |
Other current assets (notes 4 and 7) | | | | | |
| Total current assets | | | | | |
Investments and related notes receivable (including $ million and $ million, respectively, measured at fair value on a recurring basis) (note 7) | | | | | |
Property and equipment, net (notes 10 and 12) | | | | | |
Goodwill (note 10) | | | | | |
Intangible assets subject to amortization, net (note 10) | | | | | |
|
|
|
Long-term assets of discontinued operations (note 6) | | | | | |
Other assets, net (notes 4, 8, 12 and 13) | | | | | |
| Total assets | $ | | | | $ | | |
The accompanying notes are an integral part of these consolidated financial statements.
II-43
LIBERTY GLOBAL LTD.
CONSOLIDATED BALANCE SHEETS — (Continued)
| | | | | | | | | | | |
| December 31, |
| 2024 | | 2023 |
| | in millions |
| LIABILITIES AND EQUITY | | | |
| Current liabilities: | | | |
| Accounts payable | $ | | | | $ | | |
Deferred revenue (note 4) | | | | | |
Derivative instruments (note 8) | | | | | |
Current portion of debt and finance lease obligations (notes 11 and 12) | | | | | |
| Accrued capital expenditures | | | | | |
| Accrued income taxes | | | | | |
Current liabilities of discontinued operations (note 6) | | | | | |
Other accrued and current liabilities (note 12) | | | | | |
| Total current liabilities | | | | | |
Long-term debt and finance lease obligations (notes 11 and 12) | | | | | |
|
Long-term operating lease liabilities (note 12) | | | | | |
Long-term liabilities of discontinued operations (note 6) | | | | | |
Other long-term liabilities (notes 4, 8, 13 and 16) | | | | | |
| Total liabilities | | | | | |
| | | |
Commitments and contingencies (notes 8, 11, 12, 13, 16 and 18) | | | |
| | | |
Equity (note 14): | | | |
| Liberty Global shareholders: | | | |
Class A common shares, $ nominal value. Issued and outstanding and shares, respectively | | | | | |
Class B common shares, $ nominal value. Issued and outstanding and shares, respectively | | | | | |
Class C common shares, $ nominal value. Issued and outstanding and shares, respectively | | | | | |
| Additional paid-in capital | | | | | |
| Accumulated earnings | | | | | |
| Accumulated other comprehensive earnings (loss), net of taxes | () | | | | |
| Treasury shares, at cost | () | | | () | |
| Total Liberty Global shareholders | | | | | |
| Noncontrolling interests | | | | () | |
| Total equity | | | | | |
| Total liabilities and equity | $ | | | | $ | | |
The accompanying notes are an integral part of these consolidated financial statements.
II-44
LIBERTY GLOBAL LTD.
CONSOLIDATED STATEMENTS OF OPERATIONS
| | | | | | | | | | | | | | | | | |
| Year ended December 31, |
| | 2024 | | 2023 | | 2022 |
| | in millions, except per share amounts |
| | | | | |
Revenue (notes 4, 6, 7 and 19) | $ | | | | $ | | | | $ | | |
Operating costs and expenses (exclusive of depreciation and amortization, shown separately below): | | | | | |
Programming and other direct costs of services (note 12) | | | | | | | | |
Other operating (notes 12 and 15) | | | | | | | | |
Selling, general and administrative (SG&A) (notes 12 and 15) | | | | | | | | |
Depreciation and amortization (note 10) | | | | | | | | |
Impairment, restructuring and other operating items, net (note 12) | | | | | | | | |
| | | | | | | | |
| Operating income (loss) | () | | | () | | | | |
| Non-operating income (expense): | | | | | |
| Interest expense | () | | | () | | | () | |
Realized and unrealized gains on derivative instruments, net (note 8) | | | | | | | | |
| Foreign currency transaction gains (losses), net | | | | () | | | | |
Realized and unrealized losses due to changes in fair values of certain investments, net (notes 7 and 9) | () | | | () | | | () | |
| |
Share of results of affiliates, net (note 7) | () | | | () | | | () | |
Gain on sale of All3Media (note 7) | | | | | | | | |
Gain associated with the Formula E Acquisition (note 5) | | | | | | | | |
Gain associated with the Telenet Wyre Transaction (note 5) | | | | | | | | |
Gain on Telenet Tower Sale (note 6) | | | | | | | | |
| Other income, net | | | | | | | | |
| | | | () | | | | |
| Earnings (loss) from continuing operations before income taxes | | | | () | | | | |
Income tax benefit (expense) (note 13) | | | | () | | | () | |
| Earnings (loss) from continuing operations | | | | () | | | | |
Discontinued operations (note 6): | | | | | |
| Earnings (loss) from discontinued operations, net of taxes | () | | | () | | | | |
| Gain on disposal of discontinued operations, net of taxes | | | | | | | | |
| () | | | () | | | | |
| Net earnings (loss) | | | | () | | | | |
| Net earnings attributable to noncontrolling interests | () | | | () | | | () | |
Net earnings (loss) attributable to Liberty Global shareholders | $ | | | | $ | () | | | $ | | |
| | | | | |
Basic earnings (loss) attributable to Liberty Global shareholders per share (note 3): | | | | | |
| Continuing operations | $ | | | | $ | () | | | $ | | |
Discontinued operations (note 6) | () | | | () | | | | |
| $ | | | | $ | () | | | $ | | |
Diluted earnings (loss) attributable to Liberty Global shareholders per share (note 3): | | | | | |
| Continuing operations | $ | | | | $ | () | | | $ | | |
Discontinued operations (note 6) | () | | | () | | | | |
| $ | | | | $ | () | | | $ | | |
The accompanying notes are an integral part of these consolidated financial statements.
II-45
LIBERTY GLOBAL LTD.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
| | | | | | | | | | | | | | | | | |
| Year ended December 31, |
| | 2024 | | 2023 | | 2022 |
| | in millions |
| | | | | |
| Net earnings (loss) | $ | | | | $ | () | | | $ | | |
Other comprehensive earnings (loss), net of taxes (note 17): | | | | | |
| Continuing operations: | | | | | |
| Foreign currency translation adjustments | () | | | | | | () | |
| Reclassification adjustment included in net earnings (loss) | | | | () | | | | |
| Pension-related adjustments and other | () | | | () | | | () | |
| Other comprehensive earnings (loss) from continuing operations | () | | | | | | () | |
Other comprehensive earnings (loss) from discontinued operations (note 6) | | | | | | | () | |
| Other comprehensive earnings (loss) | () | | | | | | () | |
| Comprehensive loss | () | | | () | | | () | |
| Comprehensive earnings attributable to noncontrolling interests | () | | | () | | | () | |
Comprehensive loss attributable to Liberty Global shareholders | $ | () | | | $ | () | | | $ | () | |
The accompanying notes are an integral part of these consolidated financial statements.
II-46
LIBERTY GLOBAL LTD.
CONSOLIDATED STATEMENTS OF EQUITY
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Liberty Global shareholders | | Non-controlling
interests | | Total
equity |
| Common shares | | Additional
paid-in
capital | | Accumulated
earnings | | Accumulated
other
comprehensive
earnings,
net of taxes | | Treasury shares,
at cost | | Total Liberty Global
shareholders | |
| | Class A | | Class B | | Class C | | | | | | |
| | in millions |
| | | | | | | | | | | | | | | | | | | |
Balance at January 1, 2022 | $ | | | | $ | | | | $ | | | | $ | | | | $ | | | | $ | | | | $ | () | | | $ | | | | $ | () | | | $ | | |
|
|
| Net earnings | — | | | — | | | — | | | — | | | | | | — | | | — | | | | | | | | | | |
Other comprehensive loss, net of taxes (note 17) | — | | | — | | | — | | | — | | | — | | | () | | | — | | | () | | | | | | () | |
Repurchases and cancellations of Liberty Global common shares (note 14) | — | | | — | | | () | | | () | | | — | | | — | | | — | | | () | | | — | | | () | |
Share-based compensation (note 15) | — | | | — | | | — | | | | | | — | | | — | | | — | | | | | | — | | | | |
Dividend distributions by subsidiaries to noncontrolling interest owners (note 14) | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | () | | | () | |
Repurchases by Telenet of its outstanding shares | — | | | — | | | — | | | () | | | — | | | — | | | — | | | () | | | | | | () | |
| Adjustments due to changes in subsidiaries’ equity and other, net | — | | | — | | | — | | | () | | | | | | — | | | — | | | () | | | | | | () | |
Balance at December 31, 2022 | $ | | | | $ | | | | $ | | | | $ | | | | $ | | | | $ | | | | $ | () | | | $ | | | | $ | | | | $ | | |
The accompanying notes are an integral part of these consolidated financial statements.
II-47
LIBERTY GLOBAL LTD.
CONSOLIDATED STATEMENTS OF EQUITY — (Continued)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Liberty Global shareholders | | Non-controlling
interests | | Total
equity |
| | Common shares | | Additional
paid-in
capital | | Accumulated earnings | | Accumulated
other
comprehensive
earnings,
net of taxes | | Treasury shares,
at cost | | Total Liberty Global
shareholders | |
| Class A | | Class B | | Class C |
| | in millions |
| | | | | | | | | | | | | | | | | | | |
|
|
Balance at January 1, 2023 | $ | | | | $ | | | | $ | | | | $ | | | | $ | | | | $ | | | | $ | () | | | $ | | | | $ | | | | $ | | |
| Net earnings | — | | | — | | | — | | | — | | | () | | | — | | | — | | | () | | | | | | () | |
Other comprehensive loss, net of taxes (note 17) | — | | | — | | | — | | | — | | | — | | | | | | — | | | | | | () | | | | |
Repurchases and cancellations of Liberty Global common shares (note 14) | — | | | — | | | () | | | () | | | — | | | — | | | — | | | () | | | — | | | () | |
Impact of the Telenet Wyre Transaction (note 5) | — | | | — | | | — | | | | | | — | | | — | | | — | | | | | | | | | | |
Impact of the Telenet Takeover Bid (note 14) | — | | | — | | | — | | | () | | | — | | | — | | | — | | | () | | | () | | | () | |
Share-based compensation (note 15) | — | | | — | | | — | | | | | | — | | | — | | | — | | | | | | — | | | | |
Dividend distributions by subsidiaries to noncontrolling interest owners (note 14) | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | () | | | () | |
|
| Adjustments due to changes in subsidiaries’ equity and other, net | () | | | — | | | — | | | () | | | — | | | — | | | — | | | () | | | | | | () | |
Balance at December 31, 2023 | $ | | | | $ | | | | $ | | | | $ | | | | $ | | | | $ | | | | $ | () | | | $ | | | | $ | () | | | $ | | |
The accompanying notes are an integral part of these consolidated financial statements.
II-48
LIBERTY GLOBAL LTD.
CONSOLIDATED STATEMENTS OF EQUITY — (Continued)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Liberty Global shareholders | | Non-controlling
interests | | Total
equity |
| Common shares | | Additional
paid-in
capital | | Accumulated
earnings | | Accumulated
other
comprehensive
earnings (loss),
net of taxes | | Treasury shares,
at cost | | Total Liberty Global
shareholders | |
| | Class A | | Class B | | Class C |
| | in millions |
| | | | | | | | | | | | | | | | | | | |
|
|
Balance at January 1, 2024 | $ | | | | $ | | | | $ | | | | $ | | | | $ | | | | $ | | | | $ | () | | | $ | | | | $ | () | | | $ | | |
| Net earnings | — | | | — | | | — | | | — | | | | | | — | | | — | | | | | | | | | | |
Other comprehensive loss, net of taxes (note 17) | — | | | — | | | — | | | — | | | — | | | () | | | — | | | () | | | — | | | () | |
Impact of the Spin-off (notes 6 and 17) | — | | | — | | | — | | | — | | | () | | | () | | | — | | | () | | | () | | | () | |
Repurchases and cancellations of Liberty Global common shares (note 14) | — | | | — | | | () | | | () | | | — | | | — | | | — | | | () | | | — | | | () | |
|
Impact of the Formula E Acquisition (note 5) | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | | | | | |
Share-based compensation (note 15) | — | | | — | | | — | | | | | | — | | | — | | | — | | | | | | — | | | | |
Adjustments due to changes in subsidiaries’ equity and other, net | | | | — | | | — | | | () | | | — | | | — | | | — | | | () | | | | | | () | |
Balance at December 31, 2024 | $ | | | | $ | | | | $ | | | | $ | | | | $ | | | | $ | () | | | $ | () | | | $ | | | | $ | | | | $ | | |
The accompanying notes are an integral part of these consolidated financial statements.
II-49
LIBERTY GLOBAL LTD.
CONSOLIDATED STATEMENTS OF CASH FLOWS
| | | | | | | | | | | | | | | | | |
| | Year ended December 31, |
| | 2024 | | 2023 | | 2022 |
| | in millions |
| | | | | |
| Cash flows from operating activities: | | | | | |
| Net earnings (loss) | $ | | | | $ | () | | | $ | | |
| Earnings (loss) from discontinued operations | () | | | () | | | | |
| Earnings (loss) from continuing operations | | | | () | | | | |
| Adjustments to reconcile earnings (loss) from continuing operations to net cash provided by operating activities of continuing operations: | | | | | |
| Share-based compensation expense | | | | | | | | |
| Depreciation and amortization | | | | | | | | |
| Impairment, restructuring and other operating items, net | | | | | | | | |
| Amortization of deferred financing costs and non-cash interest | | | | | | | | |
| Realized and unrealized gains on derivative instruments, net | () | | | () | | | () | |
| Foreign currency transaction losses (gains), net | () | | | | | | () | |
| Realized and unrealized losses due to changes in fair values of certain investments, net | | | | | | | | |
| |
| Share of results of affiliates, net | | | | | | | | |
| Deferred income tax expense (benefit) | () | | | | | | | |
Gain on sale of All3Media | () | | | | | | | |
Gain associated with the Formula E Acquisition | () | | | | | | | |
Gain associated with the Telenet Wyre Transaction | | | | () | | | | |
Gain on Telenet Tower Sale | | | | | | | () | |
| Changes in operating assets and liabilities, net of the effects of acquisitions and dispositions: | | | | | |
| Receivables and other operating assets | | | | | | | | |
| Payables and accruals | () | | | () | | | () | |
Dividend distributions received from the VMO2 JV | | | | | | | | |
Dividend distributions received from the VodafoneZiggo JV | | | | | | | | |
| Net cash provided by operating activities of continuing operations | | | | | | | | |
| Net cash provided by operating activities of discontinued operations | | | | | | | | |
| Net cash provided by operating activities | $ | | | | $ | | | | $ | | |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
The accompanying notes are an integral part of these consolidated financial statements.
II-50
LIBERTY GLOBAL LTD.
CONSOLIDATED STATEMENTS OF CASH FLOWS — (Continued)
| | | | | | | | | | | | | | | | | |
| | Year ended December 31, |
| | 2024 | | 2023 | | 2022 |
| | in millions |
| | | | | |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| Cash flows from investing activities: | | | | | |
| Cash received from the sale of investments | $ | | | | $ | | | | $ | | |
| Cash paid for investments | () | | | () | | | () | |
| Capital expenditures, net | () | | | () | | | () | |
| |
Cash received in connection with the sale of All3Media | | | | | | | | |
Dividend distributions received from the VMO2 JV | | | | | | | | |
Cash paid in connection with the Formula E Acquisition, net of cash acquired | () | | | | | | | |
| |
Cash received in connection with the sale of UPC Poland | | | | | | | | |
Cash received in connection with the Telenet Tower Sale | | | | | | | | |
| |
| Other investing activities, net | () | | | () | | | () | |
| Net cash provided (used) by investing activities of continuing operations | | | | () | | | | |
| Net cash used by investing activities of discontinued operations | () | | | () | | | () | |
| Net cash provided (used) by investing activities | | | | () | | | | |
| | | | | |
| Cash flows from financing activities: | | | | | |
| Borrowings of debt | | | | | | | | |
| Operating-related vendor financing additions | | | | | | | | |
| Repayments and repurchases of debt and finance lease obligations: | | | | | |
| Debt (excluding vendor financing) | () | | | () | | | () | |
| Principal payments on operating-related vendor financing | () | | | () | | | () | |
| Principal payments on capital-related vendor financing | () | | | () | | | () | |
| Principal payments on finance leases | () | | | () | | | () | |
Repurchases of Liberty Global common shares | () | | | () | | | () | |
Cash and cash equivalents and restricted cash contributed to Sunrise in connection with the Spin-off | () | | | | | | | |
| Dividend distributions by subsidiaries to noncontrolling interest owners | () | | | () | | | () | |
Acquisition of shares in connection with the Telenet Takeover Bid | | | | () | | | | |
| |
| |
| Other financing activities, net | () | | | () | | | () | |
| Net cash used by financing activities of continuing operations | () | | | () | | | () | |
| Net cash used by financing activities of discontinued operations | () | | | () | | | () | |
| Net cash used by financing activities | $ | () | | | $ | () | | | $ | () | |
The accompanying notes are an integral part of these consolidated financial statements.
II-51
LIBERTY GLOBAL LTD.
CONSOLIDATED STATEMENTS OF CASH FLOWS — (Continued)
| | | | | | | | | | | | | | | | | |
| | Year ended December 31, |
| | 2024 | | 2023 | | 2022 |
| in millions |
| | | | | |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| Effect of exchange rate changes on cash and cash equivalents and restricted cash: | | | | | |
| Continuing operations | $ | () | | | $ | | | | $ | () | |
| Discontinued operations | () | | | | | | () | |
| Total | () | | | | | | () | |
| |
| Net increase (decrease) in cash and cash equivalents and restricted cash: | | | | | |
| Continuing operations | | | | () | | | | |
| Discontinued operations | () | | | | | | () | |
| Total | | | | () | | | | |
| | | | | |
| Cash and cash equivalents and restricted cash: | | | | | |
| Beginning of year | | | | | | | | |
| Net increase (decrease) | | | | () | | | | |
| End of year | $ | | | | $ | | | | $ | | |
| | | | | |
| Cash paid for interest: | | | | | |
| Continuing operations | $ | | | | $ | | | | $ | | |
| Discontinued operations | | | | | | | | |
| Total | $ | | | | $ | | | | $ | | |
| |
| Net cash paid for taxes: | | | | | |
| Continuing operations | $ | | | | $ | | | | $ | | |
| Discontinued operations | | | | () | | | | |
| Total | $ | | | | $ | | | | $ | | |
| | | | | |
| Details of end of year cash and cash equivalents and restricted cash: | | | | | |
| Cash and cash equivalents | $ | | | | $ | | | | $ | | |
| |
| Restricted cash included in other current assets and other assets, net | | | | | | | | |
| |
| Cash and cash equivalents and restricted cash included in current and long-term assets of discontinued operations | | | | | | | | |
| Total cash and cash equivalents and restricted cash | $ | | | | $ | | | | $ | | |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Total (a) | $ | | |
_______________
(a)The weighted average life of our total debt securities was years as of December 31, 2024.
LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2024, 2023 and 2022
(8)
| | $ | | | | $ | | | | $ | | | | $ | | | | $ | | | Equity-related derivative instruments (c) | | | | | | | | | | | | | | | | | |
Foreign currency forward and option contracts | | | | | | | | | | | | | | | | | |
| Other | | | | | | | | | | | | | | | | | |
| Total | $ | | | | $ | | | | $ | | | | $ | | | | $ | | | | $ | | |
| | | | | | | | | | | |
| Liabilities (a): | | | | | | | | | | | |
Cross-currency and interest rate derivative contracts (b) | $ | | | | $ | | | | $ | | | | $ | | | | $ | | | | $ | | |
Equity-related derivative instruments (c) | | | | | | | | | | | | | | | | | |
Foreign currency forward and option contracts | | | | | | | | | | | | | | | | | |
| | | | | | | |
| Total | $ | | | | $ | | | | $ | | | | $ | | | | $ | | | | $ | | |
_______________
(a)Our long-term derivative assets and long-term derivative liabilities are included in other assets, net, and other long-term liabilities, respectively, on our consolidated balance sheets.
(b)We consider credit risk relating to our and our counterparties’ nonperformance in the fair value assessment of our derivative instruments. In all cases, the adjustments take into account offsetting liability or asset positions within each of our subsidiary borrowing groups (as defined and described in note 11). The changes in the credit risk valuation adjustments associated with our cross-currency and interest rate derivative contracts resulted in net gains (losses) of ($ million), $ million and ($ million) during 2024, 2023 and 2022, respectively. These amounts are included in realized and unrealized gains on derivative instruments, net, in our consolidated statements of operations. For further information regarding our fair value measurements, see note 9.
(c)Our equity-related derivative instruments include the Vodafone Collar. The fair value of the Vodafone Collar does not include credit risk valuation adjustments as we assume that any losses incurred by our company in the event of
LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2024, 2023 and 2022
| | $ | () | | | $ | | | | |
| Equity-related derivative instruments | () | | | | | | | |
| |
| |
| |
| |
| Foreign currency forward and option contracts | | | | | | | | |
| Other | | | | () | | | () | |
| Total | $ | | | | $ | | | | $ | | |
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.
| | $ | | | | $ | | | | Investing activities | | | | | | | | |
| Financing activities | | | | | | | | |
| Total | $ | | | | $ | | | | $ | | |
Counterparty Credit Risk
We are exposed to the risk that the counterparties to the derivative instruments of our subsidiary borrowing groups will default on their obligations to us. We manage these credit risks through the evaluation and monitoring of the creditworthiness of, and concentration of risk with, the respective counterparties. In this regard, credit risk associated with our derivative instruments is spread across a relatively broad counterparty base of banks and financial institutions, however notwithstanding, given the size of our derivative portfolio, the default of certain counterparties could have a significant impact on our consolidated statements of operations. Collateral is generally not posted by either party under our derivative instruments. At December 31, 2024, our exposure to counterparty credit risk included derivative assets with an aggregate fair value of $ 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
LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2024, 2023 and 2022
| | € | | | (a) | | | | | € | | | | $ | | | (b) | | |
_______________
(a)Includes certain derivative instruments that are “forward-starting,” such that the initial exchange occurs at a date subsequent to December 31, 2024. These instruments are typically entered into in order to extend existing hedges without the need to amend existing contracts.
(b)Includes certain derivative instruments that do not involve the exchange of notional amounts at the inception and maturity of the instruments. Accordingly, the only cash flows associated with these derivative instruments are coupon-related payments and receipts.
Interest Rate Swap Contracts
| (a) | | | | $ | | | | | | | | | | | | |
| | | | | | ______________
(a)Includes forward-starting derivative instruments.
LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2024, 2023 and 2022
| | € | | | | % |
| Sell position | $ | | | | € | | | | % |
_______________
(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.
| | | | | | | |
VM Ireland | $ | | | | — |
Interest Rate Caps, Floors and Collars
From time to time, we enter into interest rate cap, floor and collar agreements. Purchased interest rate caps and collars lock in a maximum interest rate if variable rates rise, but also allow our company to benefit, to a limited extent in the case of collars, from declines in market rates. Purchased interest rate floors protect us from interest rates falling below a certain level, generally to match a floating rate floor on a debt instrument. At December 31, 2024, we had no interest rate collar agreements, and the total U.S. dollar equivalents of the notional amounts of our purchased interest rate caps and floors were $ billion and $ billion, respectively.
LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2024, 2023 and 2022
% |
| Telenet | () | % |
| Total decrease to borrowing costs | () | % |
_______________
(a)Represents the effect of derivative instruments in effect at December 31, 2024 and does not include forward-starting derivative instruments or swaptions.
Foreign Currency Forwards and Options
Certain of our subsidiaries enter into foreign currency forward and option contracts with respect to non-functional currency exposure. As of December 31, 2024, the total U.S. dollar equivalent of the notional amounts of our foreign currency forward and option contracts was $ million.
Equity-related Derivative Instruments
Vodafone Collar and Vodafone Collar Loan. As part of the Vodafone Collar Transaction, on February 11, 2023, we entered into the Vodafone Collar with respect to all million of our Vodafone ordinary shares. The Vodafone Collar is comprised of (i) purchase put options that we can exercise and (ii) written call options exercisable by the counterparty. The Vodafone Collar effectively hedges the value of our investment in Vodafone shares from potential losses due to market price decreases below the put option price while retaining a portion of the gains from market price increases up to the call option price. For additional information regarding our investment in Vodafone, see note 7.
million ($ million at the transaction date) under the Vodafone Collar Loan. At December 31, 2024, borrowings under the Vodafone Collar Loan were collateralized by our Vodafone shares. The Vodafone Collar Loan has a face value of € million ($ million at the transaction date) and was issued at a discount of € million ($ million at the transaction date) with a zero coupon rate and an average implied yield of basis points (%). The Vodafone Collar Loan has settlement dates from July 2025 to December 2026, contains no financial covenants and provides for customary representations and warranties, events of default and certain adjustment and termination events. Under the terms of the Vodafone Collar, the counterparty has the right to re-use the pledged Vodafone shares, but we have the right to recall the shares that are re-used by the counterparty subject to certain costs. In addition, we will retain a portion of the dividends on the Vodafone shares, dependent on the value of the collar on the ex-dividend date.
(9)
LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2024, 2023 and 2022
LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2024, 2023 and 2022
| | $ | | | | $ | | | | $ | | | | Equity-related derivative instruments | | | | | | | | | | | |
| Foreign currency forward and option contracts | | | | | | | | | | | |
| Other | | | | | | | | | | | |
| Total derivative instruments | | | | | | | | | | | |
| Investments: | | | | | | | |
SMAs | | | | | | | | | | | |
| Other investments | | | | | | | | | | | |
| Total investments | | | | | | | | | | | |
| Total assets | $ | | | | $ | | | | $ | | | | $ | | |
| | | | | | | | |
| Liabilities: | | | | | | | |
| Derivative instruments: | | | | | | | |
| Cross-currency and interest rate derivative contracts | $ | | | | $ | | | | $ | | | | $ | | |
| | | |
| Foreign currency forward and option contracts | | | | | | | | | | | |
| | | |
| Total liabilities | $ | | | | $ | | | | $ | | | | $ | | |
LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2024, 2023 and 2022
| | $ | | | | $ | | | | $ | | | | Equity-related derivative instruments | | | | | | | | | | | |
| Foreign currency forward and option contracts | | | | | | | | | | | |
| Other | | | | | | | | | | | |
| Total derivative instruments | | | | | | | | | | | |
| Investments: | | | | | | | |
SMAs | | | | | | | | | | | |
| Other investments | | | | | | | | | | | |
| Total investments | | | | | | | | | | | |
| Total assets | $ | | | | $ | | | | $ | | | | $ | | |
| | | | | | | | |
| Liabilities: | | | | | | | |
| Derivative instruments: | | | | | | | |
| Cross-currency and interest rate derivative contracts | $ | | | | $ | | | | $ | | | | $ | | |
| Equity-related derivative instruments | | | | | | | | | | | |
| Foreign currency forward and option contracts | | | | | | | | | | | |
| | | |
| | | |
| | | |
|
|
|
) | | () | |
| | | |
| | | |
| | () | |
| | | |
| | | |
)| | | | $ | | |
_______________
(a)With the exception of a $ million loss related to the sale of our investment in Lacework and a $ million loss related to the sale of our investment in Pax8, amounts primarily relate to assets and liabilities that we continue to carry on our consolidated balance sheet as of December 31, 2024.
(b)As of December 31, 2024, $ million of our Level 3 investments were accounted for under the measurement alternative at cost less impairment, adjusted for observable price changes.
(10)
to years | $ | | | | $ | | | | |
|
|
) | | | |
| | | | | |
)
|
| () | | | $ | | |
| | | | | |
| | | |
| | | | | |
| () | | | $ | | |
LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2024, 2023 and 2022
| $ | | | | $ | () | | | $ | | | | $ | | | | $ | () | | | $ | | | Customer relationships | to years | | | | | () | | | | | | | | | () | | | | |
| Other | to years | | | | | () | | | | | | | | | () | | | | |
| Total | | $ | | | | $ | () | | | $ | | | | $ | | | | $ | () | | | $ | | |
_______________
(a)Primarily includes amounts related to (i) certain mobile spectrum licenses and (ii) a licensing agreement with the FIA, as described in note 5.
Amortization expense related to intangible assets with finite useful lives was $ million, $ million and $ million during 2024, 2023 and 2022, respectively.
| | 2026 | | |
| 2027 | | |
| 2028 | | |
| 2029 | | |
| Thereafter | | |
| Total | $ | | |
(11)
% | | € | | | | $ | | | | $ | | | | $ | | | Telenet Senior Secured Notes | | % | | — | | | — | | | | | | | |
| | | | | |
VM Ireland Credit Facility (d) | | % | | € | | | | | | | | | | | |
| Vodafone Collar Loan (e) | | % | | — | | | — | | | | | | | |
| Vendor financing (f) | | % | | — | | | — | | | | | | | |
| Other (g) | | % | | — | | | — | | | | | | | |
| Total debt before deferred financing costs, discounts and premiums (h) | | % | | | | $ | | | | $ | | | | $ | | |
LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2024, 2023 and 2022
| | $ | | | Deferred financing costs, discounts and premiums, net | () | | | () | |
Total carrying amount of debt | | | | | |
Finance lease obligations (note 12) | | | | | |
Total debt and finance lease obligations | | | | | |
| Current portion of debt and finance lease obligations | () | | | () | |
Long-term debt and finance lease obligations | $ | | | | $ | | |
_______________
(a)Represents the weighted average interest rate in effect at December 31, 2024 for all borrowings outstanding pursuant to each debt instrument, including any applicable margin. The interest rates presented represent stated rates and do not include the impact of derivative instruments, deferred financing costs, original issue premiums or discounts and commitment fees, all of which affect our overall cost of borrowing. Including the effects of derivative instruments, original issue premiums or discounts and commitment fees, but excluding the impact of deferred financing costs and certain other obligations that we assumed in connection with certain acquisitions, the weighted average interest rate on our aggregate variable- and fixed-rate indebtedness was % at December 31, 2024. The weighted average interest rate calculation includes principal amounts outstanding associated with all of our secured and unsecured borrowings. For information regarding our derivative instruments, see note 8.
(b)Unused borrowing capacity represents the maximum availability under the applicable facility at December 31, 2024 without regard to covenant compliance calculations or other conditions precedent to borrowing. The following table provides our borrowing availability and amounts available to loan or distribute in accordance with the terms of the respective subsidiary facilities, (i) at December 31, 2024 and (ii) upon completion of the relevant December 31, 2024 compliance reporting requirements. These amounts do not consider any actual or potential changes to our borrowing levels or any amounts loaned or distributed subsequent to December 31, 2024, or the full impact of additional amounts that may be available to borrow, loan or distribute under certain defined baskets within each respective facility.
| | | | | | | | | | | | | | | | | | | | | | | |
| Availability |
| | December 31, 2024 | | Upon completion of the relevant December 31, 2024 compliance reporting requirements |
| Borrowing currency | | U.S. $ equivalent | | Borrowing currency | | U.S. $ equivalent |
| | in millions |
| | | | | | | |
| Available to borrow: | | | | | | | |
Telenet Credit Facility | € | | | | $ | | | | € | | | | $ | | |
VM Ireland Credit Facility | € | | | | $ | | | | € | | | | $ | | |
| | | | | | | |
| Available to loan or distribute: | | | | | | | |
Telenet Credit Facility | € | | | | $ | | | | € | | | | $ | | |
VM Ireland Credit Facility | € | | | | $ | | | | € | | | | $ | | |
(c)Unused borrowing capacity under the Telenet Credit Facility comprises (i) € million ($ million) under Telenet Revolving Facility B, (ii) € million ($ million) under the Telenet Overdraft Facility and (iii) € million
LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2024, 2023 and 2022
(d)Unused borrowing capacity under the VM Ireland Credit Facility relates to € million ($ million) under the VM Ireland Revolving Facility, which was undrawn at December 31, 2024. In November 2024, € million ($ million) of commitments under the VM Ireland Revolving Facility were cancelled. The VM Ireland Revolving Facility now provides for maximum borrowing capacity of € million.
(e)For information regarding the Vodafone Collar Loan, see notes 7 and 8.
(f)Represents amounts owed to various creditors pursuant to interest-bearing vendor financing arrangements that are used to finance certain of our property and equipment additions and operating expenses. These arrangements extend our repayment terms beyond a vendor’s original due dates (e.g., extension beyond a vendor’s customary payment terms, which are generally 90 days or less) and as such are classified outside of accounts payable as debt on our consolidated balance sheets. These obligations are generally due within one year and include VAT that was also financed under these arrangements. For purposes of our consolidated statements of cash flows, operating-related expenses financed by an intermediary are treated as constructive operating cash outflows and constructive financing cash inflows when the intermediary settles the liability with the vendor as there is no actual cash outflow until we pay the financing intermediary. During 2024 and 2023, the constructive cash outflow included in cash flows from operating activities and the corresponding constructive cash inflow included in cash flows from financing activities related to these operating expenses were $ million and $ million, respectively. Repayments of vendor financing obligations at the time we pay the financing intermediary are included in repayments and repurchases of debt and finance lease obligations in our consolidated statements of cash flows.
(g)Amounts include (i) $ million at December 31, 2024 of debt collateralized by certain trade receivables of Telenet, as further described under Financing Transactions below, and (ii) $ million and $ million at December 31, 2024 and 2023, respectively, of liabilities related to Telenet’s acquisition of mobile spectrum licenses. Telenet will make annual payments for the license fees over the terms of the respective licenses.
(h)As of December 31, 2024 and 2023, our debt had an estimated fair value of $ billion and $ billion, respectively. The estimated fair values of our debt instruments are generally determined using the average of applicable bid and ask prices (mostly Level 1 of the fair value hierarchy). For additional information regarding fair value hierarchies, see note 9.
General Information
At December 31, 2024, most of our outstanding debt had been incurred by of our 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;
LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2024, 2023 and 2022
•Our senior secured notes contain certain early redemption provisions including the ability to, during each -month period commencing on the issue date for such notes until the applicable call date, redeem up to % of the principal amount of the notes at a redemption price equal to % 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”
LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2024, 2023 and 2022
Upon the occurrence of a SPE Early Redemption Event on or after the applicable call date, the SPE will redeem an aggregate principal amount of its respective SPE Notes equal to the principal amount prepaid under the related Funded Facility at a redemption price (expressed as a percentage of the principal amount) plus accrued and unpaid interest and additional amounts (as specified in the applicable SPE Indenture), if any, to the applicable redemption date.
Financing Transactions
Below we provide summary descriptions of certain financing transactions completed during 2024.
Telenet
In December 2024, Phoenix Receivables S.à r.l., a Third-Party SPE, purchased certain receivables from Telenet, funded by the issuance of certain notes. These notes are collateralized by certain trade receivables of Telenet, creating a variable interest in which Telenet is the primary beneficiary and, accordingly, Telenet, and ultimately Liberty Global, are required to consolidate the assets and liabilities of Phoenix Receivables S.à r.l related to the securitization transaction. The offering of these notes resulted in net proceeds of € million ($ million).
LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2024, 2023 and 2022
| | $ | | | | $ | | | | $ | | | | 2026 | | | | | | | | | | | |
| 2027 | | | | | | | | | | | |
| 2028 | | | | | | | | | | | |
| 2029 | | | | | | | | | | | |
| Thereafter | | | | | | | | | | | |
| Total debt maturities | | | | | | | | | | | |
| Deferred financing costs, discounts and premiums, net | () | | | () | | | () | | | () | |
| Total debt | $ | | | | $ | | | | $ | | | | $ | | |
Current portion | $ | | | | $ | | | | $ | | | | $ | | |
| Long-term portion | $ | | | | $ | | | | $ | | | | $ | | |
_______________
(a)Includes $ million related to the Vodafone Collar Loan, which has settlement dates in 2025 and 2026 consistent with the Vodafone Collar. We may elect to use cash or the collective value of the related shares and Vodafone Collar to settle amounts under the Vodafone Collar Loan.
(b)Amounts include vendor financing obligations of $ million, including $ million at Telenet and $ million at certain of our unrestricted subsidiaries.
Vendor Financing Obligations
| | $ | | | | Operating-related vendor financing additions | | | | | |
| Capital-related vendor financing additions | | | | | |
| Principal payments on operating-related vendor financing | () | | | () | |
| Principal payments on capital-related vendor financing | () | | | () | |
| Foreign currency and other | () | | | | |
| Balance at December 31 | $ | | | | $ | | |
LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2024, 2023 and 2022
(12)
| | $ | | | | Finance leases (b) | | | | | |
Total ROU assets | $ | | | | $ | | |
| | | |
| Lease liabilities: | | | |
| Operating leases (c) | $ | | | | $ | | |
| Finance leases (d) | | | | | |
| Total lease liabilities | $ | | | | $ | | | _______________
(a)Our operating lease ROU assets are included in other assets, net, on our consolidated balance sheets. At December 31, 2024, the weighted average remaining lease term for operating leases was years and the weighted average discount rate was %. During 2024, 2023 and 2022, we recorded non-cash additions to our operating lease ROU assets of $ million, $ million and $ million, respectively. For additional information regarding the non-cash additions to our operating lease ROU assets during 2022 related to the Telenet Tower Lease Agreement, see note 6.
(b)Our finance lease ROU assets are included in property and equipment, net, on our consolidated balance sheets. At December 31, 2024, the weighted average remaining lease term for finance leases was years and the weighted average discount rate was %. During 2024, 2023 and 2022, we recorded non-cash additions to our finance lease ROU assets of $ million, $ million and $ million, respectively.
(c)The current portions of our operating lease liabilities are included within other accrued and current liabilities on our consolidated balance sheets.
(d)The current and long-term portions of our finance lease liabilities are included within current portion of debt and finance lease obligations and long-term debt and finance lease obligations, respectively, on our consolidated balance sheets.
LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2024, 2023 and 2022
| | $ | | | | $ | | |
| Interest expense (a) | | | | | | | | |
Total finance lease expense | | | | | | | | |
| Operating lease expense (b) | | | | | | | | |
| Short-term lease expense (b) | | | | | | | | |
| Variable lease expense (c) | | | | | | | | |
Total lease expense | $ | | | | $ | | | | $ | | |
_______________
(a)The amount for the 2023 period includes the reversal of previously recognized interest expense as a result of certain settlements of lease liabilities.
(b)Our operating lease expense and short-term lease expense are included in programming and other direct costs of services, other operating expenses, SG&A expenses and impairment, restructuring and other operating items, net, in our consolidated statements of operations.
(c)Variable lease expense represents payments made to a lessor during the lease term that vary because of a change in circumstance that occurred after the lease commencement date. Variable lease payments are expensed as incurred and are included in other operating expenses in our consolidated statements of operations.
A summary of our cash outflows from operating and finance leases is set forth below:
| | | | | | | | | | | | | | | | | |
| | Year ended December 31, |
| 2024 | | 2023 | | 2022 |
| in millions |
| | | | | |
| Cash paid for amounts included in the measurement of lease liabilities: | | | | | |
| Operating cash outflows from operating leases | $ | | | | $ | | | | $ | | |
| Operating cash outflows from finance leases (interest component) | | | | | | | | |
| Financing cash outflows from finance leases (principal component) | | | | | | | | |
| Total cash outflows from operating and finance leases | $ | | | | $ | | | | $ | | |
LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2024, 2023 and 2022
| | $ | | | | 2026 | | | | | |
| 2027 | | | | | |
| 2028 | | | | | |
| 2029 | | | | | |
| Thereafter | | | | | |
Total payments | | | | | |
Less: present value discount | () | | | () | |
| Present value of lease payments | $ | | | | $ | | |
| Current portion | $ | | | | $ | | |
| Long-term portion | $ | | | | $ | | |
(13)
| | $ | () | | | $ | () | | | Netherlands | () | | | () | | | | |
| Bermuda | | | | () | | | | |
| Belgium | | | | | | | | |
| Luxembourg | () | | | () | | | | |
U.S. | () | | | () | | | | |
| Ireland | () | | | () | | | | |
| Intercompany activity with discontinued operations | () | | | () | | | () | |
| Other | () | | | () | | | () | |
| Earnings (loss) from continuing operations before income taxes | $ | | | | $ | () | | | $ | | |
LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2024, 2023 and 2022
| | $ | | | | $ | | | | Belgium | () | | | | | | () | |
| U.K. | | | | | | | | |
| Netherlands | () | | | | | | | |
| Ireland | | | | | | | | |
| Luxembourg | () | | | | | | | |
| Other | () | | | | | | () | |
Total income tax benefit | $ | () | | | $ | | | | $ | | |
| | | | | |
| Year ended December 31, 2023: | | | | | |
| Belgium | $ | () | | | $ | () | | | $ | () | |
U.S. (a) | () | | | () | | | () | |
| Luxembourg | | | | | | | | |
| Ireland | | | | | | | | |
| Netherlands | () | | | | | | () | |
U.K. | () | | | | | | | |
| |
Total income tax expense | $ | () | | | $ | () | | | $ | () | |
| | | | | |
| Year ended December 31, 2022: | | | | | |
U.S. (a) | $ | () | | | $ | () | | | $ | () | |
| Luxembourg | () | | | () | | | () | |
| Belgium | () | | | | | | () | |
| Ireland | () | | | | | | | |
| Netherlands | () | | | () | | | () | |
U.K. | () | | | | | | | |
| Other | () | | | () | | | () | |
Total income tax expense | $ | () | | | $ | () | | | $ | () | |
_______________
LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2024, 2023 and 2022
| | $ | | | | $ | () | | | Non-deductible or non-taxable foreign exchange results | | | | () | | | | |
| Non-deductible or non-taxable interest and other expenses | () | | | () | | | () | |
| Recognition of previously unrecognized tax benefits | | | | | | | | |
| International rate differences (b) | | | | | | | () | |
| Tax benefit associated with technologies innovation (c) | | | | | | | | |
| Basis and other differences in the treatment of items associated with investments in subsidiaries and affiliates (d) | | | | () | | | () | |
| |
| Change in valuation allowances | () | | | () | | | () | |
| Other, net | () | | | () | | | | |
Total income tax benefit (expense) | $ | | | | $ | () | | | $ | () | |
_______________
(a)The statutory or “expected” tax rates are the U.K. rates of 25.0% for 2024, 23.5% for 2023 and 19.0% for 2022. The statutory rate for 2023 represents the blended rate in effect for the year ended December 31, 2023 based on the 19.0% statutory rate that was in effect for the first quarter of 2023 and the 25.0% statutory rate in effect from April 1, 2023. Although we are domiciled in Bermuda, we use the U.K. statutory rate to compute our “expected” tax benefit (expense) as management believes it is more meaningful given that Bermuda did not impose an income tax in the periods presented.
(b)Amounts reflect adjustments (either a benefit or expense) to the “expected” tax benefit (expense) for statutory rates in jurisdictions in which we operate outside of the U.K.
(c)Amounts reflect the recognition of the innovation income tax deduction in Belgium.
(d)Amounts reflect the net impact of differences in the treatment of income and loss items between financial and tax accounting related to investments in subsidiaries and affiliates, including the effects of foreign earnings. In addition, the 2024 amount includes the non-taxable gains associated with (i) the sale of All3Media and (ii) the Formula E Acquisition and the 2023 amount includes the non-taxable gain associated with the Telenet Wyre Transaction.
| | $ | | | | Deferred tax liabilities (a) | () | | | () | |
Net deferred tax liabilities | $ | () | | | $ | () | |
_______________
(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.
LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2024, 2023 and 2022
| | $ | | | | Investments | | | | | |
| Debt and interest | | | | | |
| Lease liabilities | | | | | |
| Property and equipment, net | | | | | |
|
| Share-based compensation | | | | | |
| Other future deductible amounts | | | | | |
| Deferred tax assets | | | | | |
| Valuation allowance | () | | | () | |
| Deferred tax assets, net of valuation allowance | | | | | |
| Deferred tax liabilities: | | | |
| Property and equipment, net | () | | | () | |
| Intangible assets | () | | | () | |
| ROU assets | () | | | () | |
| Derivative instruments | () | | | () | |
|
| Other future taxable amounts | () | | | () | |
| Deferred tax liabilities | () | | | () | |
Net deferred tax liabilities | $ | () | | | $ | () | |
Our deferred income tax valuation allowance decreased $ million in 2024. This decrease reflects the net effect of (i) foreign currency translation adjustments, (ii) a decrease in deferred tax assets, (iii) business acquisitions, (iv) net tax expense of $ million and (v) other individually insignificant items.
| | $ | | | | Indefinite | | Belgium | | | | | | | Indefinite |
| U.K. | | | | | | | Indefinite |
| Luxembourg | | | | | | | Various |
| Ireland | | | | | | | Indefinite |
| Other | | | | | | | Various |
| Total | $ | | | | $ | | | | |
Our tax loss carryforwards within each jurisdiction combine all companies’ tax losses (both capital and ordinary losses) in that jurisdiction, however, certain tax jurisdictions limit the ability to offset taxable income of a separate company or different tax group with the tax losses associated with another separate company or group. Further, tax jurisdictions restrict the type of
LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2024, 2023 and 2022
On August 16, 2022, the Inflation Reduction Act was signed into law in the U.S. Although this legislation does not increase the U.S. corporate income tax rate, it includes, among other provisions, a new corporate alternative minimum tax (CAMT) on “adjusted financial statement income” that is effective for tax years beginning after December 31, 2022. CAMT had an immaterial impact on our consolidated financial statements for the year ended December 31, 2024. We will disregard our CAMT status when evaluating our deferred tax assets under the regular U.S. tax system.
In December 2021, the Organization for Economic Co-Operation and Development (OECD)/G20 Inclusive Framework on Base Erosion and Profit Shifting (BEPS) released Model Global Anti-Base Erosion (GLoBE) rules under Pillar Two. These rules provide for the taxation of certain large multinational corporations at a minimum rate of 15.0%, calculated on a jurisdictional basis. Numerous countries in which we operate, including the U.K. and certain European Union (E.U.) member states, enacted legislation to implement many aspects of the Pillar Two rules beginning on January 1, 2024. The Pillar Two rules did not have an impact on our consolidated financial statements for the year ended December 31, 2024, and we do not currently anticipate that they will have a material impact on our consolidated financial statements in the future.
We and our subsidiaries maintain a presence in many countries and file consolidated and standalone income tax returns in various jurisdictions. Many of these jurisdictions maintain highly complex tax regimes that differ significantly from the system of income taxation used in the U.K. and the U.S. We have accounted for the effect of these taxes based on what we believe is reasonably expected to apply to us and our subsidiaries based on tax laws currently in effect and reasonable interpretations of these laws.
In the normal course of business, our income tax filings are subject to review by various taxing authorities. In connection with such reviews, disputes could arise with the taxing authorities over the interpretation or application of certain income tax rules related to our business in that tax jurisdiction. Such disputes may result in future tax and interest and penalty assessments by these taxing authorities. The ultimate resolution of tax contingencies will take place upon the earlier of (i) the settlement date with the applicable taxing authorities in either cash or agreement of income tax positions or (ii) the date when the tax authorities are statutorily prohibited from adjusting the company’s tax computations.
In general, tax returns filed by our company or our subsidiaries for years prior to 2018 are no longer subject to examination by tax authorities. Certain of our subsidiaries are currently involved in income tax examinations in various jurisdictions in which we operate, including Luxembourg and the U.S. While we do not expect adjustments from the foregoing examinations to have a material impact on our consolidated financial position, results of operations or cash flows, no assurance can be given that this will be the case given the amounts involved and the complex nature of the related issues.
LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2024, 2023 and 2022
| | $ | | | | $ | | | | Lapse of statute of limitations | () | | | | | | () | |
| Additions based on tax positions related to the current year | | | | | | | | |
| Additions for tax positions of prior years | | | | | | | | |
| Reductions for tax positions of prior years | () | | | () | | | () | |
| Settlements with tax authorities | () | | | () | | | | |
| Foreign currency translation | () | | | | | | () | |
| Effects of business acquisitions | | | | | | | | |
| |
|
|
|
|
Subject to any preferential rights of any outstanding class of our preference shares, the holders of our common shares are entitled to dividends as may be declared from time to time by our board of directors from funds available therefore. Except with respect to share distributions, whenever a dividend is paid in cash to the holder of one class of our common shares, we shall also pay to the holders of the other classes of our common shares an equal per share dividend. There are currently no contractual restrictions on our ability to pay dividends in cash or shares.
In the event of our liquidation, dissolution or winding up, after payment or provision for payment of our debts and liabilities and subject to the prior payment in full of any preferential amounts to which our preference shareholders, if any, may be entitled, the holders of our common shares will be entitled to receive their proportionate interests, expressed in liquidation units, in any assets available for distribution to our common shares.
Share Repurchase Programs
Our board of directors has approved various share repurchase programs for our Liberty Global common shares. Under our repurchase programs, we may acquire from time to time our Class A common shares, Class C common shares or any combination of Class A and Class C common shares. Our repurchase programs may be effected through open market transactions and/or privately negotiated transactions, which may include derivative transactions. The timing of the repurchase of shares pursuant to these programs will depend on a variety of factors, including market conditions and applicable law, and these programs may be implemented in conjunction with brokers for the company and other financial institutions with whom the company has relationships within certain preset parameters and purchases may continue during closed periods in accordance with applicable restrictions. Our share repurchase programs may be suspended or discontinued at any time. Our board of directors has approved a new share repurchase program pursuant to which we are authorized to repurchase up to 10% of our outstanding shares as of December 31, 2024. As such, we are authorized to repurchase approximately 34.9 million of our Class A and/or Class C common shares during 2025. Based on the respective closing share prices on December 31, 2024, this would equate to total share repurchases during 2025 of approximately $ million. However, the actual U.S. dollar amount of our share repurchases during 2025 will be determined by the actual transaction date share prices and could differ significantly from this amount.
LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2024, 2023 and 2022
| | $ | | | | | | | $ | | | | $ | | | 2023 | | | | $ | | | | | | | $ | | | | $ | | |
2022 | | | | $ | | | | | | | $ | | | | $ | | |
_______________
(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 % by LGBH.
The Telenet Takeover Bid was funded through (i) available borrowings and (ii) the existing liquidity of Liberty Global. As of December 31, 2023, the consideration associated with the Telenet Takeover Bid, including certain fees and expenses, totaled € million ($ million at the applicable transaction dates).
Subsidiary Distributions
From time to time, Telenet and certain other of our subsidiaries make cash distributions to their respective shareholders. Our share of these distributions is eliminated in consolidation and the noncontrolling interest owners’ share of these distributions is reflected as a charge against noncontrolling interests in our consolidated statements of equity. In this regard, Telenet, prior to the Telenet Takeover Bid, paid aggregate dividends to its shareholders during 2023 and 2022 of € million and € million, respectively. Our share of these dividends was € million ($ million at the applicable rate) and € million ($ million at the applicable rate), respectively.
Restricted Net Assets
The ability of certain of our subsidiaries to distribute or loan all or a portion of their net assets to our company is limited by the terms of applicable debt facilities. At December 31, 2024, the net assets of our subsidiaries subject to such limitations was not material.
LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2024, 2023 and 2022
(15)
| | $ | | | | $ | | | | Performance based incentive awards (c) | | | | | | | | |
| Other (d) | | | | | | | | |
Total Liberty Global | | | | | | | | |
| Telenet share-based incentive awards (e) | | | | | | | | |
| Other | | | | | | | | |
| Total | $ | | | | $ | | | | $ | | |
| Included in: | | | | | |
| Other operating expenses | $ | | | | $ | | | | $ | | |
SG&A expenses | | | | | | | | |
Total | $ | | | | $ | | | | $ | | |
_______________
(a)In accordance with the terms of the Telenet Takeover Bid, we issued Liberty Global share-based incentive awards (Telenet Replacement Awards) to employees and former directors of Telenet in exchange for corresponding Telenet awards. In connection with the Telenet Takeover Bid, the Telenet Replacement Awards were remeasured as of October 13, 2023 in a 1:2 ratio between Liberty Global Class A and Liberty Global Class C common shares. No incremental share-based compensation expense was recognized from the remeasurement and modification of the Telenet awards. The Telenet Replacement Awards were re-granted on November 7, 2023, resulting in total share-based compensation expense of $ million, of which $ million was recognized on this date due to the immediate vesting of select Telenet Replacement Awards. The remaining expense of $ million is amortized over the remaining service periods of the unvested Telenet Replacement Awards, subject to forfeitures and the satisfaction of performance conditions as further described below. For further information regarding the Telenet Takeover Bid, see note 14.
(b)In April 2023, the compensation committee of our board of directors approved the extension of the expiration dates of outstanding SARs and director options granted in 2016 through 2018 from a term to a term (prior to 2019, awards granted under the 2014 Incentive Plans, as defined and described below, expired 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 $ million during 2023.
(c)Includes share-based compensation expense related to (i) for 2024, the 2024 PSUs, as defined and described below, (ii) for 2024 and 2023, certain Telenet Replacement Awards, as defined and described below and (iii) for 2022, our 2019 Challenge Performance Awards.
(d)Represents annual incentive compensation and defined contribution plan liabilities that have been or are expected to be settled with Liberty Global common shares. In the case of the annual incentive compensation, shares have been or will be issued to senior management and key employees pursuant to a shareholding incentive program. The shareholding incentive program allows these employees to elect to receive up to % of their annual incentive compensation in common shares of Liberty Global in lieu of cash. In addition, amounts include compensation expense related to the Ventures Incentive Plans as defined and described below.
LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2024, 2023 and 2022
As of December 31, 2024, $ 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 years.
- % | - % | | - % | | Expected life | - years | | - years | | - years |
| Expected volatility | - % | | - % | | - % |
| Expected dividend yield | | | | | |
| Weighted average grant-date fair value per share of awards granted: | | | | | |
| Options | $ | | | | $ | | | | $ | | |
SARs | $ | | | | $ | | | | $ | | |
| |
RSUs - prior to the Sunrise Distribution | $ | | | | $ | | | | $ | | |
| |
RSUs - subsequent to the Sunrise Distribution | $ | | | | (a) | | (a) |
PSUs | $ | | | | $ | | | | (b) |
| Total intrinsic value of awards exercised (in millions): | | | | | |
| Options | (c) | | (c) | | $ | | |
SARs | $ | | | | $ | | | | $ | | |
PSARs | (c) | | (c) | | $ | | |
| Cash received from exercise of options (in millions) | $ | | | | $ | | | | $ | | |
| Income tax benefit (expense) related to share-based compensation of our continuing operations (in millions) | $ | () | | | $ | | | | $ | () | |
_______________
(a)Not applicable.
(b)There were no grants of PSUs made during the indicated period.
(c)There were no exercises of this award type during the indicated period.
Share Incentive Plans — Liberty Global Common Shares
2023 Incentive Plan
As of December 31, 2024, we are authorized to grant incentive awards under the “Liberty Global 2023 Incentive Plan”, which was approved by our shareholders on June 14, 2023. Generally, we may grant options, SARs, RSUs, performance awards or cash awards or any combination of the foregoing under this incentive plan (collectively, “awards”). The maximum number of Liberty Global shares with respect to which awards may be issued under the Liberty Global 2023 Incentive Plan is which represents the number of common shares available for grant under the previous “Liberty Global 2014 Incentive Plan” and the “Liberty Global 2014 Nonemployee Director Incentive Plan” (collectively, the 2014 Incentive
LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2024, 2023 and 2022
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 period and (ii) expire years after the grant date. Awards (other than RSUs) issued under the Liberty Global 2014 Nonemployee Director Incentive Plan generally vest in equal annual installments, provided the director continues to serve as director immediately prior to the vesting date, and expire 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 period, (ii) awards issued under the Dividend Plan 2023 vest immediately, (iii) awards issued under the RSP 2022 and RSP 2023 vest % after year one and % after year two and are subject to a holding restriction, (iv) awards issued under the PSP 2020 are subject to certain performance metrics, vest immediately and are subject to a 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 period and (vi) awards issued under the PSP 2022 were issued as RSUs, vest % after year one and % after year two and are subject to a holding restriction.
Ventures Incentive Plans
Annually, beginning in April 2021, the compensation committee of our board of directors has approved grants under the “Ventures Incentive Plans”. The Ventures Incentive Plans are provided to executive officers and other key employees based on the performance of the Liberty Global Ventures Portfolio (the “Portfolio”), or a specific portion of the Portfolio in the instance of the “Tech Ventures Incentive Plan.” A fair value assessment is performed for the Portfolio as of December 31st by an independent third-party valuation specialist and the Portfolio performance is measured by assessing the fair value of the Portfolio over a 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 period using eligible participants’ initial contributions, which are between % and % of their annual target equity value (% and % for the 2021 Ventures Incentive Plan) and the contributed amount is in lieu of their normal annual equity grant. The compensation committee has the discretion to settle the final payout amount in (i) cash or (ii) Liberty Global Class A and Class C common shares based on the change in the Portfolio’s value. Subject to forfeitures, % of each participant’s payout will vest on or around March of the year subsequent to the conclusion of the performance period. In order to receive the payout, participants are required to remain employed through the final vesting date. Awards under the Ventures Incentive Plans are liability classified due to the fact that the final payout under these plans will be denominated in cash and may be settled in a variable number of shares.
LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2024, 2023 and 2022
| | 2023 Ventures Incentive Plan | 12/31/2022 - 12/31/2025 | | March 15, 2026 | | | |
| 2023 Tech Ventures Incentive Plan | 12/31/2022 - 12/31/2025 | | March 15, 2026 | | | |
| 2024 Ventures Incentive Plan | 12/31/2023 - 12/31/2026 | | March 15, 2027 | | | |
| 2024 Tech Ventures Incentive Plan | 12/31/2023 - 12/31/2026 | | March 15, 2027 | | | |
| Total | | $ | | |
% of their targeted payout which was settled in shares of Liberty Global Class A and Class C common shares.
Performance Awards
The following is a summary of the material terms and conditions with respect to our performance based awards for certain executive officers and key employees.
2024 PSUs
In May 2024, the compensation committee of our board of directors approved the grant of PSUs to executive officers and other key employees (the 2024 PSUs). The performance metric for the 2024 PSUs is based on Liberty Global’s relative total shareholder return (rTSR) during the performance period commencing May 10, 2024 and ending December 31, 2026, calculated based on a comparison of Liberty Global’s total shareholder return (TSR) compared to the TSR of a comparator group of companies, which comprises all companies continuously listed in the NASDAQ Telecommunications Index or the Stoxx Europe 600 Telecom Index during the performance period. The market condition related to Liberty Global’s rTSR performance relative to the comparator group of companies is incorporated into the measurement of the grant date fair value of the award. The 2024 PSUs include over- and under-performance payout opportunities should the rTSR exceed or fail to meet the target, as applicable. Achieving an rTSR between the 25th percentile to at or above the 75th percentile will generally result in award recipients earning % to % of their target 2024 PSUs, subject to forfeitures. The 2024 PSUs have a maximum payout of % should the TSR be negative. In addition, % of the 2024 PSUs will be earned if Liberty Global’s rTSR is equal to or greater than the median TSR for the comparator group of companies as of December 31, 2025. The earned 2024 PSUs will fully vest on or around February 15, 2027.
2019 Challenge Performance Awards
In March 2019, the compensation committee of our board of directors approved a challenge performance award for executive officers and certain employees (the 2019 Challenge Performance Awards), which consists of a combination of PSARs and PSUs, in each case divided on a 1:2 ratio based on Liberty Global Class A common shares and Liberty Global Class C common shares. Each PSU represents the right to receive Liberty Global Class A common share or Liberty Global Class C common share, as applicable. The performance criteria for the 2019 Challenge Performance Awards is based on the participant’s performance and achievement of individual goals during the period ended December 31, 2021. Subject to forfeitures, the satisfaction of performance conditions and certain other terms, % of each participant’s 2019 Challenge Performance Awards were earned and vested on March 7, 2022. The PSARs have a term of and base prices equal to the respective market closing prices of the applicable class on the grant date.
Sunrise Distribution
In connection with the Spin-off, the compensation committee of our board of directors approved modifications to our outstanding shared-based incentive awards (the Award Modifications), in accordance with the underlying share-based incentive plans. As a result of the modifications, no incremental compensation expense was recognized as existing anti-dilution provisions of the plans required the compensation committee to adjust the terms of the outstanding awards to preserve the value
LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2024, 2023 and 2022
Share-based Award Activity — Liberty Global Common Shares
| | $ | | | | | | | | Granted | | | | | | | | | | |
| Forfeited | | () | | | | | | | | |
| | | | |
| Outstanding at November 12, 2024 | | | | | | | | | | |
Impact of the Award Modifications | | | | | () | | | | | |
| | | | |
| | | | |
| | | | |
| | | | |
Outstanding at December 31, 2024 | | | | | $ | | | | | | $ | | |
Exercisable at December 31, 2024 | | | | | $ | | | | | | $ | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| Options — Class C common shares | | Number of awards | | Weighted
average
exercise price | | Weighted
average
remaining
contractual
term | | Aggregate
intrinsic value |
| | | | | | | in years | | in millions |
| | | | | | | | |
Outstanding at January 1, 2024 | | | | | $ | | | | | | |
| Granted | | | | | | | | | | |
| Forfeited | | () | | | | | | | | |
| | | | |
| Outstanding at November 12, 2024 | | | | | | | | | | |
Impact of the Award Modifications | | | | | () | | | | | |
| | | | |
| | | | |
| | | | |
| | | | |
Outstanding at December 31, 2024 | | | | | $ | | | | | | $ | | |
Exercisable at December 31, 2024 | | | | | $ | | | | | | $ | | |
LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2024, 2023 and 2022
| | $ | | | | | | | | Granted | | | | | | | | | | |
| Forfeited | | () | | | | | | | | |
| Exercised | | () | | | | | | | | |
| Outstanding at November 12, 2024 | | | | | | | | | | |
Impact of the Award Modifications | | | | | () | | | | | |
Impact of the Spin-off | | () | | | | | | | | |
| Outstanding at November 13, 2024 | | | | | | | | | | |
| Forfeited | | () | | | | | | | | |
| Exercised | | () | | | | | | | | |
Outstanding at December 31, 2024 | | | | | $ | | | | | | $ | | |
Exercisable at December 31, 2024 | | | | | $ | | | | | | $ | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
SARs — Class C common shares | | Number of awards | | Weighted
average
base price | | Weighted
average
remaining
contractual
term | | Aggregate
intrinsic value |
| | | | | | | in years | | in millions |
| | | | | | | | |
Outstanding at January 1, 2024 | | | | | $ | | | | | | |
| Granted | | | | | | | | | | |
| Forfeited | | () | | | | | | | | |
| Exercised | | () | | | | | | | | |
| Outstanding at November 12, 2024 | | | | | | | | | | |
Impact of the Award Modifications | | | | | () | | | | | |
Impact of the Spin-off | | () | | | | | | | | |
| Outstanding at November 13, 2024 | | | | | | | | | | |
| Forfeited | | () | | | | | | | | |
| Exercised | | () | | | | | | | | |
Outstanding at December 31, 2024 | | | | | $ | | | | | | $ | | |
Exercisable at December 31, 2024 | | | | | $ | | | | | | $ | | |
LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2024, 2023 and 2022
| | $ | | | | | | | | | | | |
| Forfeited | | () | | | | | | | | |
| | | | |
| Outstanding at November 12, 2024 | | | | | | | | | | |
Impact of the Award Modifications | | | | | () | | | | | |
Impact of the Spin-off | | () | | | | | | | | |
| Outstanding at November 13, 2024 | | | | | | | | | | |
| Forfeited | | () | | | | | | | | |
| | | | |
Outstanding at December 31, 2024 | | | | | $ | | | | | | $ | | |
Exercisable at December 31, 2024 | | | | | $ | | | | | | $ | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
PSARs — Class C common shares | | Number of awards | | Weighted
average
base price | | Weighted
average
remaining
contractual
term | | Aggregate
intrinsic value |
| | | | | | | in years | | in millions |
| | | | | | | | |
Outstanding at January 1, 2024 | | | | | $ | | | | | | |
| | | | |
| Forfeited | | () | | | | | | | | |
| | | | |
| Outstanding at November 12, 2024 | | | | | | | | | | |
Impact of the Award Modifications | | | | | () | | | | | |
Impact of the Spin-off | | () | | | | | | | | |
| Outstanding at November 13, 2024 | | | | | | | | | | |
| Forfeited | | () | | | | | | | | |
| | | | |
Outstanding at December 31, 2024 | | | | | $ | | | | | | $ | | |
Exercisable at December 31, 2024 | | | | | $ | | | | | | $ | | |
LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2024, 2023 and 2022
| | $ | | | | | | Granted | | | | | | | | |
| Forfeited | | () | | | | | | |
| Released from restrictions | | () | | | | | | |
| Outstanding at November 12, 2024 | | | | | | | | |
Impact of the Award Modifications | | | | | () | | | |
Impact of the Spin-off | | () | | | | | | |
| Outstanding at November 13, 2024 | | | | | | | | |
| Granted | | | | | | | | |
| Forfeited | | () | | | | | | |
| Released from restrictions | | () | | | | | | |
Outstanding at December 31, 2024 | | | | | $ | | | | |
| | | | | | | | | | | | | | | | | | | | |
| RSUs — Class C common shares | | Number of awards | | Weighted
average
grant-date
fair value
per share | | Weighted
average
remaining
contractual
term |
| | | | | | | in years |
| | | | | | |
Outstanding at January 1, 2024 | | | | | $ | | | | |
| Granted | | | | | | | | |
| Forfeited | | () | | | | | | |
| Released from restrictions | | () | | | | | | |
Outstanding at November 12, 2024 | | | | | | | | |
Impact of the Award Modifications | | | | | () | | | |
Impact of the Spin-off | | () | | | | | | |
| Outstanding at November 13, 2024 | | | | | | | | |
| Granted | | | | | | | | |
| Forfeited | | () | | | | | | |
| Released from restrictions | | () | | | | | | |
Outstanding at December 31, 2024 | | | | | $ | | | | |
LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2024, 2023 and 2022
| | $ | | | | | | Granted | | | | | | | | |
| Forfeited | | () | | | | | | |
| Released from restrictions | | () | | | | | | |
| Outstanding at November 12, 2024 | | | | | | | | |
Impact of the Award Modifications | | | | | () | | | |
| | |
| Outstanding at November 13, 2024 | | | | | | | | |
| Forfeited | | () | | | | | | |
Outstanding at December 31, 2024 | | | | | $ | | | | |
| | | | | | | | | | | | | | | | | | | | |
PSUs — Class C common shares | | Number of awards | | Weighted
average
grant-date
fair value
per share | | Weighted
average
remaining
contractual
term |
| | | | | | | in years |
| | | | | | |
Outstanding at January 1, 2024 | | | | | $ | | | | |
| Granted | | | | | | | | |
| Forfeited | | () | | | | | | |
| Released from restrictions | | () | | | | | | |
| Outstanding at November 12, 2024 | | | | | | | | |
Impact of the Award Modifications | | | | | () | | | |
| | |
| Outstanding at November 13, 2024 | | | | | | | | |
| Forfeited | | () | | | | | | |
Outstanding at December 31, 2024 | | | | | $ | | | | |
LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2024, 2023 and 2022
| | $ | | | | | | $ | | | Exercisable | | | | | $ | | | | | | $ | | |
Class C: | | | | | | | | |
Outstanding | | | | | $ | | | | | | $ | | |
Exercisable | | | | | $ | | | | | | $ | | |
| | $ | | | | | PSUs | | | | | $ | | | | |
Class C: | | | | | | |
RSUs | | | | | $ | | | | |
PSUs | | | | | $ | | | | |
LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2024, 2023 and 2022
(16)
| | $ | | | | $ | | | | Projected benefit obligation | $ | | | | $ | | | | $ | | |
| Net asset | $ | | | | $ | | | | $ | | |
_______________
(a)At December 31, 2024, the fair value of all plan assets was based on Level 1 of the fair value hierarchy (as further described in note 9). Our plan assets comprise investments in debt securities, equity securities, hedge funds, insurance contracts and certain other assets.
Our net periodic pension cost was $ million, $ million and $ million during 2024, 2023 and 2022, respectively, including $ million, $ million and $ million, respectively, representing the service cost component.
During 2024, our subsidiaries’ contributions to their respective defined benefit plans aggregated $ million. Based on December 31, 2024 exchange rates and information available as of that date, we expect this amount to be $ million in 2025.
(17)
| | $ | | | | $ | | | | $ | () | | | $ | | | | Other comprehensive loss | () | | | () | | | () | | | | | | () | |
| Balance at December 31, 2022 | | | | () | | | | | | | | | | |
| Other comprehensive earnings | | | | () | | | | | | () | | | | |
| Balance at December 31, 2023 | | | | () | | | | | | | | | | |
| Other comprehensive loss | () | | | () | | | () | | | | | | () | |
Impact of the Spin-off | () | | | | | | () | | | | | | () | |
| Balance at December 31, 2024 | $ | () | | | $ | () | | | $ | () | | | $ | | | | $ | () | |
LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2024, 2023 and 2022
| | $ | | | | $ | () | | | Pension-related adjustments and other | () | | | () | | | () | |
| Other comprehensive loss from continuing operations | () | | | | | | () | |
| Other comprehensive earnings from discontinued operations | | | | () | | | | |
| |
| |
Other comprehensive loss attributable to Liberty Global shareholders | $ | () | | | $ | | | | $ | () | |
| | | | | |
| Year ended December 31, 2023: | | | | | |
| Foreign currency translation adjustments | $ | | | | $ | () | | | $ | | |
| Pension-related adjustments and other | () | | | () | | | () | |
| Other comprehensive earnings from continuing operations | | | | () | | | | |
| Other comprehensive earnings from discontinued operations | | | | | | | | |
| Other comprehensive earnings | | | | | | | | |
| Other comprehensive loss attributable to noncontrolling interests (a) | | | | () | | | | |
Other comprehensive earnings attributable to Liberty Global shareholders | $ | | | | $ | | | | $ | | |
| | | | | |
| Year ended December 31, 2022: | | | | | |
| Foreign currency translation adjustments | $ | () | | | $ | | | | $ | () | |
| Pension-related adjustments and other | () | | | () | | | () | |
| Other comprehensive loss from continuing operations | () | | | () | | | () | |
| Other comprehensive loss from discontinued operations (b) | () | | | () | | | () | |
| Other comprehensive loss | () | | | () | | | () | |
| Other comprehensive earnings attributable to noncontrolling interests (a) | () | | | | | | () | |
Other comprehensive loss attributable to Liberty Global shareholders | $ | () | | | $ | () | | | $ | () | |
_______________
(a)Amounts represent the noncontrolling interest owners’ share of our pension-related adjustments.
(b)For additional information regarding the reclassification of foreign currency translation adjustments included in net earnings, see note 6.
LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2024, 2023 and 2022
(18)
| | $ | | | | $ | | | | $ | | | | $ | | | | $ | | | | $ | | | Network and connectivity
commitments | | | | | | | | | | | | | | | | | | | | |
| Programming commitments | | | | | | | | | | | | | | | | | | | | |
| Other commitments | | | | | | | | | | | | | | | | | | | | |
Total | $ | | | | $ | | | | $ | | | | $ | | | | $ | | | | $ | | | | $ | | |
Purchase commitments include unconditional and legally binding obligations related to (i) certain service-related commitments, including software development, information technology, maintenance and call center services and (ii) the purchase of CPE.
Network and connectivity commitments include certain equipment and service-related commitments at Telenet.
Programming commitments consist of obligations associated with certain of our programming, studio output and sports rights contracts that are enforceable and legally binding on us as we have agreed to pay minimum fees without regard to (i) the actual number of subscribers to the programming services, (ii) whether we terminate service to a portion of our subscribers or dispose of a portion of our distribution systems or (iii) whether we discontinue our premium sports services. Programming commitments do not include increases in future periods associated with contractual inflation or other price adjustments that are not fixed. Accordingly, the amounts reflected in the above table with respect to these contracts are significantly less than the amounts we expect to pay in these periods under these contracts. Historically, payments to programming vendors have represented a significant portion of our operating costs, and we expect this will continue to be the case in future periods. In this regard, our total programming and copyright costs aggregated $ million, $ million and $ million during 2024, 2023 and 2022, respectively.
Other commitments include (i) our share of the funding commitment associated with the nexfibre JV and (ii) race management commitments associated with Formula E.
In addition to the commitments set forth in the table above, we have significant commitments under (i) derivative instruments and (ii) defined benefit plans and similar agreements, pursuant to which we expect to make payments in future periods. For information regarding our derivative instruments, including the net cash paid or received in connection with these instruments, see note 8. For information regarding our defined benefit plans, see note 16.
We also have commitments pursuant to agreements with, and obligations imposed by, franchise authorities and municipalities, which may include obligations in certain markets to move aerial cable to underground ducts or to upgrade, rebuild or extend portions of our broadband communication systems. Such amounts are not included in the above table because they are not fixed or determinable.
Furthermore, in connection with a future sale of our interest in, or an IPO of, Formula E, we have agreed to pay a third party a portion of our economic gain. We estimate that this contingent obligation is not currently significant.
LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2024, 2023 and 2022
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 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 € billion ($ billion). On December 18, 2017, the Court of Appeal of Antwerp rejected Proximus’ claim in its entirety. On June 28, 2019, Proximus brought this appeal judgment before the Belgian Supreme Court. On January 22, 2021, the Belgian Supreme Court partially annulled the judgment of the Court of Appeal of Antwerp. The case was referred to the Court of Appeal of Brussels and is currently pending with this Court which will need to make a new decision on the matter within the boundaries of the annulment by the Belgian Supreme Court. It is likely that it will take the Court of Appeal of Brussels several years to decide on the matter.
No assurance can be given as to the outcome of these or other proceedings. However, an unfavorable outcome of existing or future proceedings could potentially lead to the annulment of the 2008 PICs Agreement. We do not expect the ultimate resolution of this matter to have a material impact on our results of operations, cash flows or financial position. 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 % of any amounts recovered, plus % of the net present value of certain cost savings in future periods that are attributable to the favorable resolution of this matter, less % 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
LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2024, 2023 and 2022
LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2024, 2023 and 2022
(19)
LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2024, 2023 and 2022
Performance Measures of our Reportable Segments
% of each of our consolidated and nonconsolidated reportable segment’s revenue, expenses and Adjusted EBITDA, despite only holding a % noncontrolling interest in both the VMO2 JV and the VodafoneZiggo JV. We account for our % interest in both the VMO2 JV and the VodafoneZiggo JV as an equity method investment and as such, our share of the operating results of the VMO2 JV and the VodafoneZiggo JV is included in share of results of affiliates, net, in our consolidated statements of operations. The noncontrolling owners’ interests in the operating results of Telenet prior to the Telenet Takeover Bid, and other less significant majority-owned subsidiaries are reflected in net earnings or loss attributable to noncontrolling interests in our consolidated statements of operations.
LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2024, 2023 and 2022
| | $ | | | | $ | | | | VM Ireland | | | | | | | | |
VMO2 JV (nonconsolidated JV) | | | | — | | | | |
VodafoneZiggo JV (nonconsolidated JV) | | | | — | | | | |
| Total reportable segment revenue | $ | | | | $ | | | | | |
| Plus: all other category (a) | | | |
| Less: nonconsolidated JV revenue | | () | |
| Less: elimination of intercompany consolidated revenue (b) | | () | |
| Total consolidated revenue | | $ | | |
| | | | | |
| Year ended December 31, 2023: | | | | | |
| Telenet | $ | | | | $ | | | | $ | | |
| VM Ireland | | | | | | | | |
VMO2 JV (nonconsolidated JV) | | | | — | | | | |
VodafoneZiggo JV (nonconsolidated JV) | | | | — | | | | |
| Total reportable segment revenue | $ | | | | $ | | | | | |
| Plus: all other category (a) | | | |
| Less: nonconsolidated JV revenue | | () | |
| Less: elimination of intercompany consolidated revenue (b) | | () | |
| Total consolidated revenue | | $ | | |
| | | | | |
| Year ended December 31, 2022: | | | | | |
| Telenet | $ | | | | $ | | | | $ | | |
| VM Ireland | | | | | | | | |
VMO2 JV (nonconsolidated JV) | | | | — | | | | |
VodafoneZiggo JV (nonconsolidated JV) | | | | — | | | | |
| Total reportable segment revenue | $ | | | | $ | | | | | |
| Plus: all other category (a) | | | |
| Less: nonconsolidated JV revenue | | () | |
| Less: elimination of intercompany consolidated revenue (b) | | () | |
| Total consolidated revenue | | $ | | |
|
|
| | | | $ | | | | $ | | | | $ | | |
| | | | | | | | | |
|
| | | | $ | | | | $ | | | | $ | | |
| | | | | | | | | | | | | | | | | |
| | Adjusted EBITDA |
| Year ended December 31, |
| | 2024 | | 2023 | | 2022 |
| | in millions |
| | | | | |
Telenet | $ | | | | $ | | | | $ | | |
| VM Ireland | | | | | | | | |
VMO2 JV (nonconsolidated JV) | | | | | | | | |
VodafoneZiggo JV (nonconsolidated JV) | | | | | | | | |
Total reportable segment Adjusted EBITDA | $ | | | | $ | | | | $ | | |
LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2024, 2023 and 2022
| | $ | | | | $ | | | | Plus: all other category (a) | () | | | () | | | | |
Less: nonconsolidated JV Adjusted EBITDA | () | | | () | | | () | |
| Less: intercompany consolidated eliminations (b) | () | | | () | | | () | |
| Share-based compensation expense | () | | | () | | | () | |
| Depreciation and amortization | () | | | () | | | () | |
| Impairment, restructuring and other operating items, net | () | | | () | | | () | |
| Operating income (loss) | () | | | () | | | | |
| Interest expense | () | | | () | | | () | |
| Realized and unrealized gains on derivative instruments, net | | | | | | | | |
| Foreign currency transaction gains (losses), net | | | | () | | | | |
| Realized and unrealized losses due to changes in fair values of certain investments, net | () | | | () | | | () | |
| |
| Share of results of affiliates, net | () | | | () | | | () | |
Gain on sale of All3Media | | | | | | | | |
Gain associated with the Formula E Acquisition | | | | | | | | |
Gain associated with the Telenet Wyre Transaction | | | | | | | | |
Gain on Telenet Tower Sale | | | | | | | | |
| Other income, net | | | | | | | | |
| Earnings (loss) from continuing operations before income taxes | $ | | | | $ | () | | | $ | | |
_____________
(a)Amounts include development costs related to our internally-developed software subsequent to our decision in May 2023 to externally market such software.
(b)Amounts relate to (i) the Adjusted EBITDA impact related to the Tech Framework and (ii) transactions between our continuing and discontinued operations.
LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2024, 2023 and 2022
| | $ | | | | $ | | | | VM Ireland | | | | | | | | |
VMO2 JV | | | | | | | | |
VodafoneZiggo JV | | | | | | | | |
| Total reportable segment property and equipment additions | | | | | | | | |
| Plus: all other category (a) | | | | | | | | |
| Less: nonconsolidated JV property and equipment additions | () | | | () | | | () | |
| Less: elimination of intercompany consolidated property and equipment additions (b) | () | | | () | | | () | |
| Total consolidated property and equipment additions | | | | | | | | |
| Assets acquired under capital-related vendor financing arrangements | () | | | () | | | () | |
| Assets acquired under finance leases | () | | | () | | | () | |
| Changes in current liabilities related to capital expenditures | () | | | | | | () | |
| Total capital expenditures, net | $ | | | | $ | | | | $ | | |
_______________
(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.
LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2024, 2023 and 2022
| | $ | | | | $ | | | | Video | | | | | | | | |
| Fixed-line telephony | | | | | | | | |
| Total subscription revenue | | | | | | | | |
| Non-subscription revenue | | | | | | | | |
| Total residential fixed revenue | | | | | | | | |
| Residential mobile revenue (c): | | | | | |
| Subscription revenue (b) | | | | | | | | |
| Non-subscription revenue | | | | | | | | |
| Total residential mobile revenue | | | | | | | | |
| Total residential revenue | | | | | | | | |
B2B revenue (d): | | | | | |
| Subscription revenue | | | | | | | | |
| Non-subscription revenue | | | | | | | | |
Total B2B revenue | | | | | | | | |
| Other revenue (e) | | | | | | | | |
| Total | $ | | | | $ | | | | $ | | |
_______________
(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.
LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2024, 2023 and 2022
| | $ | | | | $ | | | | Ireland | | | | | | | | |
| Slovakia | | | | | | | | |
| Other, including elimination of intercompany consolidated revenue (a) | | | | | | | | |
| Total | $ | | | | $ | | | | $ | | |
| | | | | |
VMO2 JV (U.K.) | $ | | | | $ | | | | $ | | |
VodafoneZiggo JV (Netherlands) | $ | | | | $ | | | | $ | | |
_______________
(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.
| | $ | | | | Ireland | | | | | |
| Slovakia | | | | | |
| Other (a) | | | | | |
| Consolidated intercompany eliminations | () | | | () | |
| Total | $ | | | | $ | | |
| | | |
VMO2 JV (U.K.) | $ | | | | $ | | |
VodafoneZiggo JV (Netherlands) | $ | | | | $ | | |
_______________
LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2024, 2023 and 2022
(20)
| | $ | | | | $ | | | | $ | | | Effect of discontinued operations (note 6) | () | | | () | | | () | | | | |
| As adjusted | $ | | | | $ | | | | $ | | | | $ | | |
| | | | | | | |
| Operating income (loss): | | | | | | | |
| As previously reported | $ | | | | $ | | | | $ | | | | $ | () | |
Effect of discontinued operations (note 6) | () | | | () | | | () | | | | |
| As adjusted | $ | () | | | $ | () | | | $ | | | | $ | () | |
| | | | | | | |
| Earnings (loss) from continuing operations: | | | | | | | |
| As previously reported | $ | | | | $ | | | | $ | () | | | $ | | |
Effect of discontinued operations (note 6) | | | | | | | () | | | | |
| As adjusted | $ | | | | $ | | | | $ | () | | | $ | | |
| | | | | | | |
Earnings (loss) from continuing operations attributable to Liberty Global shareholders: | | | | | | | |
| As previously reported | $ | | | | $ | | | | $ | () | | | $ | | |
Effect of discontinued operations (note 6) | | | | | | | () | | | | |
| As adjusted | $ | | | | $ | | | | $ | () | | | $ | | |
| | | | | | | |
| Net earnings (loss) | $ | | | | $ | | | | $ | () | | | $ | | |
Net earnings (loss) attributable to Liberty Global shareholders | $ | | | | $ | | | | $ | () | | | $ | | |
| | | | | | | |
Basic earnings (loss) attributable to Liberty Global shareholders per share (note 3): | | | | | | | |
| Continuing operations | $ | | | | $ | | | | $ | () | | | $ | | |
| Discontinued operations | () | | | () | | | | | | () | |
| $ | | | | $ | | | | $ | () | | | $ | | |
Diluted earnings (loss) attributable to Liberty Global shareholders per share (note 3): | | | | | | | |
| Continuing operations | $ | | | | $ | | | | $ | () | | | $ | | |
| Discontinued operations | () | | | () | | | | | | () | |
| $ | | | | $ | | | | $ | () | | | $ | | |
LIBERTY GLOBAL LTD.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2024, 2023 and 2022
| | $ | | | | $ | | | | $ | | | Effect of discontinued operations (note 6) | () | | | () | | | () | | | () | |
| As adjusted | $ | | | | $ | | | | $ | | | | $ | | |
| | | | | | | |
| Operating income (loss): | | | | | | | |
| As previously reported | $ | | | | $ | () | | | $ | () | | | $ | () | |
Effect of discontinued operations (note 6) | () | | | () | | | () | | | | |
| As adjusted | $ | | | | $ | () | | | $ | () | | | $ | () | |
| | | | | | | |
| Earnings (loss) from continuing operations: | | | | | | | |
| As previously reported | $ | () | | | $ | () | | | $ | | | | $ | () | |
Effect of discontinued operations (note 6) | | | | | | | | | | | |
| As adjusted | $ | () | | | $ | () | | | $ | | | | $ | () | |
| | | | | | | |
Earnings (loss) from continuing operations attributable to Liberty Global shareholders: | | | | | | | |
| As previously reported | $ | () | | | $ | () | | | $ | | | | $ | () | |
Effect of discontinued operations (note 6) | | | | | | | | | | | |
| As adjusted | $ | () | | | $ | () | | | $ | | | | $ | () | |
| | | | | | | |
| Net earnings (loss) | $ | () | | | $ | () | | | $ | | | | $ | () | |
Net earnings (loss) attributable to Liberty Global shareholders | $ | () | | | $ | () | | | $ | | | | $ | () | |
| | | | | | | |
Basic earnings (loss) attributable to Liberty Global shareholders per share (note 3): | | | | | | | |
| Continuing operations | $ | () | | | $ | () | | | $ | | | | $ | () | |
| Discontinued operations | () | | | () | | | () | | | () | |
| $ | () | | | $ | () | | | $ | | | | $ | () | |
Diluted earnings (loss) attributable to Liberty Global shareholders per share (note 3): | | | | | | | |
| Continuing operations | $ | () | | | $ | () | | | $ | | | | $ | () | |
| Discontinued operations | () | | | () | | | () | | | () | |
| $ | () | | | $ | () | | | $ | | | | $ | () | |
PART III
The capitalized terms used in Part III of this Annual Report on Form 10-K are defined in the notes to our consolidated financial statements. In the following text, the terms, “we,” “our,” “our company” and “us” may refer, as the context requires, to Liberty Global or collectively to Liberty Global and its subsidiaries.
Except as indicated below, the following required information is incorporated by reference to our definitive proxy statement for our 2025 Annual Meeting of Shareholders, which we intend to hold during the second quarter of 2025.
| | | | | |
| Item 10. | DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE |
| |
| The information required by Item 408(b)(1) of Regulation S-K is included below and accordingly will not be incorporated by reference to our definitive proxy statement. |
| |
| Item 11. | EXECUTIVE COMPENSATION |
| |
| Item 12. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS |
| |
| The information required by Item 201(d) of Regulation S-K is included below and accordingly will not be incorporated by reference to our definitive proxy statement. |
| |
| Item 13. | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE |
| |
| Item 14. | PRINCIPAL ACCOUNTANT FEES AND SERVICES |
| |
| Our independent registered public accounting firm is KPMG LLP, Denver, CO Auditor Firm ID: |
We intend to file our definitive proxy statement for our 2025 Annual Meeting of Shareholders with the Securities and Exchange Commission on or before April 28, 2025.
Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Insider Trading Policy
Liberty Global 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.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS
Securities Authorized for Issuance Under Equity Compensation Plans
The following table sets forth information as of December 31, 2024 with respect to our common shares that are authorized for issuance under our equity compensation plans.
Equity Compensation Plan Information
| | | | | | | | | | | | | | | | | | | | |
| Plan Category | | Number of
securities to be
issued upon
exercise of
outstanding
options, warrants
and rights (1)(2) | | Weighted average exercise price of outstanding options, warrants and rights (1)(2) | | Number of
securities
available for
future issuance
under equity
compensation
plans (excluding securities reflected in the first column) |
| | | | | | |
Equity compensation plans approved by security holders: | | | | | | |
Liberty Global 2023 Incentive Plan (3): | | | | | | 38,692,888 | |
| Liberty Global Class A common shares | | 6,286,319 | | | $ | 9.68 | | | |
| Liberty Global Class C common shares | | 9,125,285 | | | $ | 10.21 | | | |
Liberty Global 2014 Incentive Plan (4): | | | | | | |
| Liberty Global Class A common shares | | 36,847,379 | | | $ | 15.20 | | | |
| Liberty Global Class C common shares | | 83,400,125 | | | $ | 15.00 | | | |
Liberty Global 2014 Nonemployee Director Incentive Plan (4): | | | | | | |
| Liberty Global Class A common shares | | 961,156 | | | $ | 16.35 | | | |
| Liberty Global Class C common shares | | 4,409,818 | | | $ | 14.23 | | | |
| | |
| | |
| | |
Equity compensation plans not approved by security holders: | | | | | | |
| None | | — | | | | | — | |
| Totals: | | | | | | |
| Total common shares available for issuance | | | | | | 38,692,888 | |
| Liberty Global Class A common shares | | 44,094,854 | | | | | |
| Liberty Global Class C common shares | | 96,935,228 | | | | | |
_______________
(1)This table includes (i) SARs and PSARs with respect to 37,698,206 and 5,236,652 Liberty Global Class A common shares, respectively, and 81,533,069 and 10,198,174 Liberty Global Class C common shares, respectively. Upon exercise, the appreciation of a SAR, which is the difference between the base price of the SAR and the then-market value of the respective underlying class of common shares or in certain cases, if lower, a specified price, may be paid in shares of the applicable class of common shares. Based upon the respective market prices of Liberty Global Class A and Class C common shares at December 31, 2024 and excluding any related tax effects, 3,180,599 and 5,586,122 Liberty Global Class A and Liberty Global Class C common shares, respectively, would have been issued if all outstanding and in-the-money SARs had been exercised on December 31, 2024. For further information, see note 15 to our consolidated financial statements.
(2)In addition to the option, SAR and PSAR information included in this table, there are outstanding RSU and PSU awards under the various incentive plans with respect to an aggregate of 4,659,987 and 7,466,641, Liberty Global Class A and Liberty Global Class C common shares, respectively.
(3)The Liberty Global 2023 Incentive Plan permits grants of, or with respect to, Liberty Global Class A, Class B, or Class C common shares subject to a single aggregate limit of 43,284,342 shares, subject to anti-dilution adjustments. As of December 31, 2024, an aggregate of 38,692,888 common shares were available for issuance pursuant to the incentive plan but, consistent with the terms and intent of the Liberty Global 2023 Incentive Plan, we expect the compensation
committee of our board of directors to upwardly adjust the number of shares available for grant as a result of the Spin-off. For further information, see note 15 to our consolidated financial statements.
(4)On June 14, 2023, our shareholders approved the Liberty Global 2023 Incentive Plan and, accordingly, no further awards will be granted under the Liberty Global 2014 Incentive Plan or the Liberty Global 2014 Nonemployee Director Incentive Plan.
PART IV
Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
(a) (1) FINANCIAL STATEMENTS
The financial statements required under this Item begin on page II-41 of this Annual Report on Form 10-K.
(a) (2) FINANCIAL STATEMENT SCHEDULES
The financial statement schedules required under this Item are as follows:
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) ) | | $ | | |
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