Liberty Global Ltd. - Quarter Report: 2024 September (Form 10-Q)

Other current assets (notes 3 and 5)

Total current assets

Investments and related notes receivable (including $ million and $ million, respectively, measured at fair value on a recurring basis) (note 5)

Property and equipment, net (notes 8 and 10)

Goodwill (note 8)

Intangible assets subject to amortization, net (note 8)

Operating lease right-of-use (ROU) assets (note 10)

Other assets, net (notes 3 and 6)

Total assets$ $

The accompanying notes are an integral part of these condensed consolidated financial statements.

LIBERTY GLOBAL LTD.

CONDENSED CONSOLIDATED BALANCE SHEETS — (Continued)

(unaudited)

September 30,
2024

December 31,
2023

in millions

LIABILITIES AND EQUITY

Current liabilities:

Accounts payable

Deferred revenue (note 3)

Derivative instruments (note 6)

Current portion of debt and finance lease obligations (notes 9 and 10)

Accrued capital expenditures

Accrued income taxes

Other accrued and current liabilities (note 10)

Total current liabilities

Long-term debt and finance lease obligations (notes 9 and 10)

Long-term operating lease liabilities (note 10)

Other long-term liabilities (notes 3 and 6)

Total liabilities

Commitments and contingencies (notes 6, 9, 10, 11 and 15)

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, 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 condensed consolidated financial statements.

LIBERTY GLOBAL LTD.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)


	Three months ended September 30,			Nine months ended September 30,
	2024		2023	2024		2023
	in millions, except per share amounts

Revenue (notes 3, 5 and 16)	$		$	$		$
Operating costs and expenses (exclusive of depreciation and amortization, shown separately below):
Programming and other direct costs of services (note 10)
Other operating (notes 10 and 13)
Selling, general and administrative (SG&A) (notes 10 and 13)
Depreciation and amortization
Impairment, restructuring and other operating items, net (note 10)			()

Operating income (loss)			()			()
Non-operating income (expense):
Interest expense	()		()	()		()
Realized and unrealized gains (losses) on derivative instruments, net (note 6)	()
Foreign currency transaction gains (losses), net	()			()
Realized and unrealized gains (losses) due to changes in fair values of certain investments, net (notes 5 and 7)	()					()

Share of results of affiliates, net (note 5)	()		()	()		()
Gain on sale of All3Media (note 5)
Gain associated with the Telenet Wyre Transaction (note 4)



Other income, net
	()			()		()
Earnings (loss) before income taxes	()			()		()
Income tax benefit (expense) (note 11)	()			()		()





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 14)	$	()	$	$	()	$	()



Diluted earnings (loss) attributable to Liberty Global shareholders per share (note 14)	$	()	$	$	()	$	()

The accompanying notes are an integral part of these condensed consolidated financial statements.

LIBERTY GLOBAL LTD.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE EARNINGS (LOSS)

(unaudited)


	Three months ended September 30,				Nine months ended September 30,
	2024		2023		2024		2023
	in millions

Net earnings (loss)	$	()	$		$	()	$	()
Other comprehensive earnings (loss), net of taxes:

Foreign currency translation adjustments			()				()
Reclassification adjustments included in net earnings (loss)			()		()		()
Pension-related adjustments and other	()		()				()


Other comprehensive earnings (loss)			()				()
Comprehensive earnings (loss)			()				()
Comprehensive earnings attributable to noncontrolling interests	()		()		()		()
Comprehensive earnings (loss) attributable to Liberty Global shareholders	$		$	()	$	()	$	()

The accompanying notes are an integral part of these condensed consolidated financial statements.

LIBERTY GLOBAL LTD.

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY

(unaudited)

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 loss

—

()

—

()

Other comprehensive earnings, net of taxes

—

Repurchases and cancellations of Liberty Global common shares (note 12)

—

()

—

()

—

()

Share-based compensation (note 13)

—

Adjustments due to changes in subsidiaries’ equity and other, net

—

Balance at March 31, 2023

()

Net loss

—

()

—

()

Other comprehensive earnings, net of taxes

—

Repurchases and cancellations of Liberty Global common shares (note 12)

—

()

—

()

—

()

Share-based compensation (note 13)

—

Dividend distributions by subsidiaries to non-controlling interest owners

—

()

Adjustments due to changes in subsidiaries’ equity and other, net

—

()

—

()

Balance at June 30, 2023

()

Net earnings

—

Other comprehensive loss, net of taxes

—

()

—

()

Impact of the Telenet Wyre Transaction (note 4)

—

Impact of the Telenet Takeover Bid (note 12)

—

()

—

()

Repurchases and cancellations of Liberty Global common shares (note 12)

—

()

—

()

—

()

Share-based compensation (note 13)

—

Adjustments due to changes in subsidiaries’ equity and other, net

—

()

—

()

Balance at September 30, 2023

()

The accompanying notes are an integral part of these condensed consolidated financial statements.

LIBERTY GLOBAL LTD.

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY — (Continued)

(unaudited)

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, 2024

()

Net earnings

—

Other comprehensive loss, net of taxes

—

()

—

()

Repurchases and cancellations of Liberty Global common shares (note 12)

—

()

—

()

—

()

Share-based compensation (note 13)

—

Adjustments due to changes in subsidiaries’ equity and other, net

—

()

Balance at March 31, 2024

()

Net earnings

—

Other comprehensive loss, net of taxes

—

()

—

()

Repurchases and cancellations of Liberty Global common shares (note 12)

—

()

—

()

—

()

Share-based compensation (note 13)

—

Adjustments due to changes in subsidiaries’ equity and other, net

—

()

—

()

Balance at June 30, 2024

()

Net loss

—

()

—

()

Other comprehensive earnings, net of taxes

—

()

Repurchases and cancellations of Liberty Global common shares (note 12)

—

()

—

()

—

()

Share-based compensation (note 13)

—

Adjustments due to changes in subsidiaries’ equity and other, net

—

()

—

()

Balance at September 30, 2024

()

The accompanying notes are an integral part of these condensed consolidated financial statements.

LIBERTY GLOBAL LTD.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)


	Nine months ended September 30,
	2024		2023
	in millions

Cash flows from operating activities:
Net loss	$	()	$	()
Adjustments to reconcile net loss to net cash provided by operating activities:
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 (gains) 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 Telenet Wyre Transaction			()
Changes in operating assets and liabilities, net of the effects of acquisitions and dispositions
Net cash provided by operating activities

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
Cash paid in connection with acquisitions, net of cash acquired	()		()
Dividend distributions received from the VMO2 JV
Other investing activities, net	()		()
Net cash provided (used) by investing activities	$		$	()

The accompanying notes are an integral part of these condensed consolidated financial statements.

LIBERTY GLOBAL LTD.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS — (Continued)

(unaudited)


	Nine months ended September 30,
	2024	2023
	in millions

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	()	()
Net cash received (paid) related to derivative instruments		()
Acquisition of shares in connection with the Telenet Takeover Bid	()	()
Dividend distributions by subsidiaries to noncontrolling interest owners	()	()
Payment of financing costs and debt premiums		()
Other financing activities, net	()	()
Net cash used by financing activities	()	()

Effect of exchange rate changes on cash and cash equivalents and restricted cash		()
Net increase in cash and cash equivalents and restricted cash
Cash and cash equivalents and restricted cash:
Beginning of period
Net increase
End of period	$	$

Cash paid for interest	$	$
Net cash paid for taxes	$	$

Details of end of period cash and cash equivalents and restricted cash:
Cash and cash equivalents	$	$
Restricted cash included in other current assets and other assets, net
Due in one year or less	$
Due in one to five years
Due in five to ten years
Total (a)	$

_______________

(a)The weighted average life of our total debt securities was years as of September 30, 2024.

LIBERTY GLOBAL LTD.

Notes to Condensed Consolidated Financial Statements — (Continued)

September 30, 2024

(unaudited)

(6)

$ $ $ $ $

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 condensed 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 9). 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 and ($ million) during the three months ended September 30, 2024 and 2023, respectively, and ($ million) and $ million during the nine months ended September 30, 2024 and 2023, respectively. These amounts are included in realized and unrealized gains (losses) on derivative instruments, net, in our condensed consolidated statements of operations. For further information regarding our fair value measurements, see note 7.

(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 Condensed Consolidated Financial Statements — (Continued)

September 30, 2024

(unaudited)

)$ $ $ 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 condensed 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 September 30, 2024, our exposure to counterparty credit risk included derivative assets with an aggregate fair value of $ million.

LIBERTY GLOBAL LTD.

Notes to Condensed Consolidated Financial Statements — (Continued)

September 30, 2024

(unaudited)

€ $ CHF (a)€ CHF Telenet$ (a)$

_______________

(a)Includes forward-starting derivative instruments.

LIBERTY GLOBAL LTD.

Notes to Condensed Consolidated Financial Statements — (Continued)

September 30, 2024

(unaudited)

. At the transaction date, where we have bought the swaption, the strike rate of the contract was above the corresponding market rate. Where the bank has bought the swaption, the strike rate was below the corresponding market rate. €%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.

Telenet$ 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 September 30, 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 Condensed Consolidated Financial Statements — (Continued)

September 30, 2024

(unaudited)

)%VM Ireland()%Telenet()%Total decrease to borrowing costs()%

_______________

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 September 30, 2024, the total U.S. dollar equivalent of the notional amounts of our foreign currency forward and option contracts was $ billion.

(7)

LIBERTY GLOBAL LTD.

Notes to Condensed Consolidated Financial Statements — (Continued)

September 30, 2024

(unaudited)

years.

For additional information concerning our fair value measurements, see note 9 to the consolidated financial statements included in our 2023 10-K.

$ $ $

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 Total liabilities$ $ $ $

LIBERTY GLOBAL LTD.

Notes to Condensed Consolidated Financial Statements — (Continued)

September 30, 2024

(unaudited)

$ $ $

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)In connection with the final purchase price allocation for the Telenet Wyre Transaction, we recorded a net reduction to goodwill of € million ($ million at the applicable rate) in June 2024, with corresponding increases to certain network-related and other intangible assets. As a result, the final goodwill balance associated with the Telenet Wyre Transaction is € million ($ million at the applicable rate).

If, among other factors the adverse impacts of economic, competitive, regulatory or other factors were to cause our results of operations or cash flows to be worse than anticipated, we could conclude in future periods that impairment charges are required in order to reduce the carrying values of our goodwill and, to a lesser extent, other long-lived assets. Any such impairment charges could be significant.

Intangible Assets Subject to Amortization, Net

$()$ $ $()$ Other () () Total$ $()$ $ $()$

LIBERTY GLOBAL LTD.

Notes to Condensed Consolidated Financial Statements — (Continued)

September 30, 2024

(unaudited)

(9)

%€ $ $ $ Sunrise Holding SPE Notes %— — Sunrise Holding Senior Notes %— — Telenet Credit Facility (d) %€ Telenet Senior Secured Notes %— — $

LIBERTY GLOBAL LTD.

Notes to Condensed Consolidated Financial Statements — (Continued)

September 30, 2024

(unaudited)

$ 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 September 30

$ $

(10)

Lease Balances

$ Finance leases (b)

Total ROU assets

$ $ Lease liabilities:Operating leases (c)$ $ Finance leases (d) Total lease liabilities$ $

_______________

(a)At September 30, 2024, the weighted average remaining lease term for operating leases was years and the weighted average discount rate was %. During the nine months ended September 30, 2024 and 2023, we recorded non-cash additions to our operating lease ROU assets of $ million and $ million, respectively.

(b)Our finance lease ROU assets are included in property and equipment, net, on our condensed consolidated balance sheets. At September 30, 2024, the weighted average remaining lease term for finance leases was years and the weighted average discount rate was %. During the nine months ended September 30, 2024 and 2023, we recorded non-cash additions to our finance lease ROU assets of $ million and $ million, respectively.

LIBERTY GLOBAL LTD.

Notes to Condensed Consolidated Financial Statements — (Continued)

September 30, 2024

(unaudited)

$ $ $ Interest expense (a)

Total finance lease expense

Operating lease expense (b) Short-term lease expense (b) Variable lease expense (c) Total lease expense$ $ $ $

_______________

(a)Amounts for the 2023 periods include 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 condensed 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 condensed consolidated statements of operations.

A summary of our cash outflows from operating and finance leases is set forth below:

_______________

(a)Amounts represent certain share-based awards that continue to be held by former employees of Liberty Global subsequent to certain split-off or disposal transactions. The future vesting of these RSUs and PSUs will increase the number of our outstanding common shares.

LIBERTY GLOBAL LTD.

Notes to Condensed Consolidated Financial Statements — (Continued)

September 30, 2024

(unaudited)

% 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.

(14)

Incremental shares (a)

Weighted average common shares outstanding (diluted EPS computation)

_______________

We reported net losses attributable to Liberty Global shareholders for the three and nine months ended September 30, 2024 and the nine months ended September 30, 2023. Therefore, the potentially dilutive effect at September 30, 2024 and September 30, 2023 excludes million and million shares issuable pursuant to outstanding share-based incentive awards in the computation of diluted net loss attributable to Liberty Global shareholders per share, respectively, because their inclusion would have been anti-dilutive to the computation.

The calculation of diluted EPS excludes aggregate share-based incentive awards of million for the three months ended September 30, 2023 because their effect would have been anti-dilutive.

LIBERTY GLOBAL LTD.

Notes to Condensed Consolidated Financial Statements — (Continued)

September 30, 2024

(unaudited)

)$ $()$()Net earnings attributable to noncontrolling interests()()()()Net earnings (loss) attributable to Liberty Global shareholders$()$ $()$()

(15)

$ $ $ $ $ $ $ Programming commitments Network and connectivity 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 network and other equipment and CPE.

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 and $ million during the nine months ended September 30, 2024 and 2023, respectively.

Network and connectivity commitments include (i) certain equipment and service-related commitments at Telenet and (ii) certain network capacity arrangements at Sunrise.

Other commitments include (i) our share of the funding commitment associated with the nexfibre JV and (ii) various sports sponsorships.

LIBERTY GLOBAL LTD.

Notes to Condensed Consolidated Financial Statements — (Continued)

September 30, 2024

(unaudited)

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

LIBERTY GLOBAL LTD.

Notes to Condensed Consolidated Financial Statements — (Continued)

September 30, 2024

(unaudited)

% 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 to this matter will not be reflected in our consolidated financial statements until such time as the final disposition of this matter has been reached.

Swisscom MVNO Matter. On December 8, 2017, of our subsidiaries, Sunrise GmbH, formerly known as UPC Schweiz GmbH, entered into a mobile virtual network operator (MVNO) agreement with Swisscom (Schweiz) AG (Swisscom), as subsequently amended (the Swisscom MVNO), for the provision of mobile network services to certain of Sunrise GmbH’s end customers. In January 2023, Swisscom filed a formal lawsuit against Sunrise GmbH, asserting that it is in breach of the Swisscom MVNO and claiming approximately CHF million ($ million) in damages. In April 2024, we agreed with Swisscom to resolve the matter, the terms of which are not material to us and, as a result, the lawsuit against Sunrise GmbH has been withdrawn.

Other Contingency Matters. In connection with the dispositions of certain of our operations, we provided tax indemnities to the counterparties for certain tax liabilities that could arise from the period we owned the respective operations, the amounts of which could be significant, subject to certain thresholds. No amounts have been accrued by our company related to unasserted claims for indemnification, as the likelihood of any loss is not considered to be probable. Further, Liberty Global may be entitled to certain amounts that our disposed operations may recover from taxing authorities. Any such amounts will not be reflected in our consolidated financial statements until such time as the final disposition of such matters has been reached.

Other Regulatory Matters. Broadband internet, video distribution, fixed-line telephony, mobile and content businesses are regulated in each of the countries in which we or our affiliates operate. The scope of regulation varies from country to country, although in some significant respects regulation in European markets is harmonized under the regulatory structure of the E.U. Adverse regulatory developments could subject our businesses to a number of risks. Regulation, including conditions imposed on us by competition or other authorities as a requirement to close acquisitions or dispositions, could limit growth, revenue and the number and types of services offered and could lead to increased operating costs and property and equipment additions. Regulation may also restrict our operations and subject them to further competitive pressure, including pricing restrictions, interconnect and other access obligations, and restrictions or controls on content, including content provided by third parties. Failure to comply with current or future regulation could expose our businesses to various penalties.

In addition to the foregoing items, we have contingent liabilities related to matters arising in the ordinary course of business, including (i) legal proceedings, (ii) issues involving VAT and wage, property, withholding and other tax issues and (iii) disputes over interconnection, programming, copyright and channel carriage fees. While we generally expect that the amounts required to satisfy these contingencies will not materially differ from any estimated amounts we have accrued, no assurance can be given that the resolution of one or more of these contingencies will not result in a material impact on our results of operations, cash flows or financial position in any given period. Due, in general, to the complexity of the issues involved and, in certain cases, the lack of a clear basis for predicting outcomes, we cannot provide a meaningful range of potential losses or cash outflows that might result from any unfavorable outcomes.

LIBERTY GLOBAL LTD.

Notes to Condensed Consolidated Financial Statements — (Continued)

September 30, 2024

(unaudited)

(16)

LIBERTY GLOBAL LTD.

Notes to Condensed Consolidated Financial Statements — (Continued)

September 30, 2024

(unaudited)

million and $ million, respectively, including $ million and $ million, respectively, from the VMO2 JV and $ million and $ million, respectively, from the VodafoneZiggo JV, as a result of this change and the associated accounting treatment.

Performance Measures of Our Reportable Segments

% of each of our consolidated and nonconsolidated reportable segment’s revenue 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 condensed 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 condensed consolidated statements of operations.


	Revenue
	Three months ended September 30,		Nine months ended September 30,
	2024	2023	2024	2023
	in millions

Sunrise	$	$	$	$
Telenet
VM Ireland
Central and Other (a)
Total consolidated reportable segment revenue
Intersegment eliminations (b)	()	()	()	()
Total consolidated revenue (c)	$	$	$	$

VMO2 JV	$	$	$	$
VodafoneZiggo JV	$	$	$	$

______________

(a)Amounts include services agreements revenue from the VMO2 JV ($ million, $ million, $ million and $ million, respectively) and the VodafoneZiggo JV ($ million, $ million, $ million and $ million, respectively), our nonconsolidated reportable segments, as further described in note 5. The remaining revenue is derived from other consolidated reportable segments, which is disclosed as intersegment eliminations pursuant to footnote (b), external parties and other affiliates.

(b)Amounts primarily relate to revenue recognized within Central and Other from other consolidated reportable segments associated with the Tech Framework.

(c)Total consolidated revenue does not include the revenue of our nonconsolidated reportable segments, which are separately shown below.

LIBERTY GLOBAL LTD.

Notes to Condensed Consolidated Financial Statements — (Continued)

September 30, 2024

(unaudited)

$ $ $

Telenet

VM Ireland

Central and Other (a)

()()()()

Total consolidated reportable segment Adjusted EBITDA

Less: consolidated intersegment eliminations (b)()()()()

Total consolidated Adjusted EBITDA (c)

$ $ $ $

VMO2 JV

$ $ $ $

VodafoneZiggo JV

$ $ $ $

_______________

(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 the Adjusted EBITDA impact within Central and Other related to the Tech Framework.

(c)Total consolidated Adjusted EBITDA does not include the Adjusted EBITDA of our nonconsolidated reportable segments, which are separately shown below.

LIBERTY GLOBAL LTD.

Notes to Condensed Consolidated Financial Statements — (Continued)

September 30, 2024

(unaudited)

$ $ $ Intersegment eliminations()()()()Share-based compensation expense()()()()Depreciation and amortization()()()()Impairment, restructuring and other operating items, net() ()()Operating income (loss) () ()Interest expense()()()()Realized and unrealized gains (losses) on derivative instruments, net() Foreign currency transaction gains (losses), net() () Realized and unrealized gains (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 Telenet Wyre Transaction

Other income, net Earnings (loss) before income taxes$()$ $()$()

LIBERTY GLOBAL LTD.

Notes to Condensed Consolidated Financial Statements — (Continued)

September 30, 2024

(unaudited)

Telenet

VM Ireland

Central and Other (a)

Total consolidated reportable segment property and equipment additions Intersegment eliminations (b)()()Total consolidated property and equipment additions (c) 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$ $ Property and equipment additions:

VMO2 JV

$ $

VodafoneZiggo JV

$ $

_______________

(a)Includes (i) property and equipment additions representing centrally-owned assets that benefit our operating segments, including development costs related to our internally-developed software prior to our decision to externally market such software during the second quarter of 2023, (ii) the net impact of certain centrally-procured network equipment that is ultimately transferred to our operating segments and (iii) property and equipment additions of our operations in Slovakia.

(b)Amounts reflect the charge 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 Condensed Consolidated Financial Statements — (Continued)

September 30, 2024

(unaudited)

$ $ $ 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.

(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

LIBERTY GLOBAL LTD.

Notes to Condensed Consolidated Financial Statements — (Continued)

September 30, 2024

(unaudited)

$ $ $ Belgium Ireland Slovakia Other, including intersegment eliminations (a) Total$ $ $ $

VMO2 JV (U.K.)

$ $ $ $

VodafoneZiggo JV (Netherlands)

$ $ $ $

______________

(a)Revenue from our other geographic segments relates to (i) our Central functions, most of which are located in the Netherlands and the U.K., and (ii) certain other operations at Telenet, primarily in the U.S. and Luxembourg.

Item 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis, which should be read in conjunction with our consolidated financial statements and the discussion and analysis included in our 2023 10-K, is intended to assist in providing an understanding of changes in our results of operations and financial condition and is organized as follows:

•Forward-Looking Statements. This section provides a description of certain factors that could cause actual results or events to differ materially from anticipated results or events.

•Overview. This section provides a general description of our business and recent events.

•Material Changes in Results of Operations. This section provides an analysis of our results of operations for the three and nine months ended September 30, 2024 and 2023.

•Material Changes in Financial Condition. This section provides an analysis of our corporate and subsidiary liquidity and our condensed consolidated statements of cash flows.

The capitalized terms used below have been defined in the notes to our condensed 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.

Unless otherwise indicated, convenience translations into U.S. dollars are calculated, and operational data is presented, as of September 30, 2024.

Forward-Looking Statements

Certain statements in this Quarterly Report on Form 10-Q constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. To the extent that statements in this Quarterly Report are not recitations of historical fact, such statements constitute forward-looking statements, which, by definition, involve risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. In particular, statements under Part I, Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations, Part I, Item 3. Quantitative and Qualitative Disclosures About Market Risk and Part II, Item 2. Unregistered Sales of Equity Securities and Use of Proceeds may contain forward-looking statements, including statements regarding our business, product, foreign currency, hedging and finance strategies, our property and equipment additions, subscriber growth and retention rates, competitive, regulatory and economic factors, the timing and impacts of proposed transactions, the maturity of our markets, the potential impact of large-scale health crises on our company, the anticipated impacts of new legislation (or changes to existing rules and regulations), anticipated changes in our revenue, costs or growth rates, our liquidity, credit risks, foreign currency risks, interest rate risks, target leverage levels, debt covenants, our future projected contractual commitments and cash flows, our share repurchase programs and other information and statements that are not historical fact. Where, in any forward-looking statement, we express an expectation or belief as to future results or events, such expectation or belief is expressed in good faith and believed to have a reasonable basis, but there can be no assurance that the expectation or belief will result or be achieved or accomplished. In evaluating these statements, you should consider the risks and uncertainties discussed in Part I, Item 1A. Risk Factors of our 2023 10-K, as well as the following list of some, but not all, of the factors that could cause actual results or events (including with respect to affiliates) to differ materially from anticipated results or events:

•economic and business conditions and industry trends in the countries in which we or our affiliates operate;

•the competitive environment in the industries and in the countries in which we or our affiliates operate, including competitor responses to our products and services;

•fluctuations in currency exchange rates and interest rates;

•instability in global financial markets, including sovereign debt issues, currency instability and related fiscal reforms;

•consumer disposable income and spending levels, including the availability and amount of individual consumer debt, as a result of, among other things, inflationary pressures;

•changes in consumer television viewing, mobile and broadband usage preferences and habits;

•consumer acceptance of our existing service offerings, including our broadband internet, video, fixed-line telephony, mobile and business service offerings, and of new technology, programming alternatives and other products and services that we may offer in the future;

•our ability to manage rapid technological changes, including our ability to adequately manage our legacy technologies and transformation, and the rate at which our current technology becomes obsolete;

•our ability to maintain or increase the number of subscriptions to our broadband internet, video, fixed-line telephony and mobile service offerings and our average revenue per household;

•our ability to provide satisfactory customer service, including support for new and evolving products and services;

•our ability to maintain or increase rates to our subscribers or to pass through increased costs to our subscribers, including with respect to our significant property and equipment additions, as a result of, among other things, inflationary pressures;

•the impact of our future financial performance, or market conditions generally, on the availability, terms and deployment of capital;

•changes in, or failure or inability to comply with, government regulations and legislation in the countries in which we or our affiliates operate and adverse outcomes from regulatory proceedings;

•government intervention that requires opening our broadband distribution networks to competitors, such as certain regulatory obligations imposed in Belgium;

•our ability to maintain and further develop our direct and indirect distribution channels;

•the effect of perceived health risks associated with electromagnetic radiation from base stations and associated equipment;

•the effect on our businesses of strikes or collective action by certain of our employees that are represented by trade unions;

•our ability to obtain regulatory approval and shareholder approval and satisfy other conditions necessary to close acquisitions, dispositions, combinations or joint ventures and the impact of conditions imposed by competition and other regulatory authorities in connection with acquisitions, combinations and joint ventures;

•our ability to successfully acquire new businesses or form joint ventures and, if acquired or joined, to integrate, realize anticipated efficiencies from, and implement our business plan with respect to, the businesses we have acquired or joined or that we expect to acquire or join;

•changes in laws or treaties relating to taxation, or the interpretation thereof, in the U.K., the U.S. or in other countries in which we or our affiliates operate;

•changes in laws, monetary policies and government regulations that may impact the availability or cost of capital and the derivative instruments that hedge certain of our financial risks;

•our ability to navigate the potential impacts on our business resulting from the U.K.’s departure from the E.U.;

•the ability of suppliers and vendors (including our third-party wireless network provider, Three (Hutchison), under our MVNO arrangement at VM Ireland) to timely deliver quality products, equipment, software, services and access;

•the activities of device manufacturers, and our operating companies’ ability to secure adequate and timely supply of handsets that experience high demand;

•the availability of attractive programming for our video services and the costs associated with such programming, including, but not limited to, production costs, retransmission and copyright fees payable to public and private broadcasters;

•uncertainties inherent in the development and integration of new business lines and business strategies;

•our ability to adequately forecast and plan future network requirements;

•the availability and cost of capital for the acquisition, maintenance and/or development of telecommunications networks, products and services;

•the availability, cost and regulation of spectrum;

•problems we may discover post-closing with the operations, including the internal controls and financial reporting processes, of businesses we acquire;

•successfully integrating businesses or operations that we acquire or partner with on the timelines or within the budgets estimated for such integrations;

•operating costs, customer loss and business disruption, including maintaining relationships with employees, customers, suppliers or vendors, may be greater than expected in connection with our acquisitions, dispositions or joint ventures;

•our ability to realize the expected synergies from our acquisitions and joint ventures in the amounts anticipated or on the anticipated timelines;

•our ability to profit from investments, such as our joint ventures, that we do not solely control;

•our ability to anticipate, protect against, mitigate and contain loss of our and our customers’ data as a result of cyber attacks on us or any of our operating companies;

•the leakage of sensitive customer or company data or the failure to comply with applicable data protection laws, regulations and rules;

•a failure in our network and information systems, whether caused by a natural failure or a security breach, and unauthorized access to our networks;

•the outcome of any pending or threatened litigation;

•the loss of key employees and the availability of qualified personnel;

•changes in the nature of key strategic relationships with partners and joint venturers;

•the risk of default by counterparties to our cash investments, derivative and other financial instruments and undrawn debt facilities;

•our capital structure and factors related to our debt arrangements; and

•events that are outside of our control, such as political unrest in international markets, terrorist attacks, armed conflicts, malicious human acts, natural disasters, epidemics, pandemics and other similar events, including the ongoing invasion of Ukraine by Russia and the Israeli-Palestinian conflict.

The broadband distribution and mobile service industries are changing rapidly and, therefore, the forward-looking statements of expectations, plans and intents in this Quarterly Report are subject to a significant degree of risk. These forward-looking statements and the above-described risks, uncertainties and other factors speak only as of the date of this Quarterly Report, and we expressly disclaim any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement contained herein, to reflect any change in our expectations with regard thereto, or any other change in events, conditions or circumstances on which any such statement is based. Readers are cautioned not to place undue reliance on any forward-looking statement.

Overview

General

We are an international provider of broadband internet, video, fixed-line telephony and mobile communications services to residential customers and businesses in Europe. Our businesses provide residential and B2B communications services in (i) Switzerland, which we refer to as Sunrise, and Slovakia through Sunrise Holding, (ii) Belgium and Luxembourg through Telenet and (iii) Ireland through VM Ireland. In addition, we own 50% noncontrolling interests in (a) the VMO2 JV, which provides residential and B2B communications services in the U.K., and (b) the VodafoneZiggo JV, which provides residential and B2B communications services in the Netherlands. We also own (1) a 50% noncontrolling voting interest in the AtlasEdge JV, which is a leading European Edge data center platform, and (2) a 25% noncontrolling interest in the nexfibre JV, which is constructing a new fiber network in the U.K. outside of the existing footprint of the VMO2 JV.

We have announced our intention to spin-off the Sunrise Entities in November 2024. The Spin-off was approved at a special meeting of Liberty Global shareholders held on October 25, 2024.

In October 2023, we completed the Telenet Takeover Bid, pursuant to which we increased our ownership interest in Telenet to 100%.

Operations

At September 30, 2024, we owned and operated networks that passed 8,546,000 homes and served 4,008,800 fixed-line customers and 5,932,500 mobile subscribers.

Competition and Other External Factors

We are experiencing competition in all of the markets in which we or our affiliates operate. This competition, together with macroeconomic and regulatory factors, has adversely impacted our revenue, number of customers and/or average monthly subscription revenue per fixed-line customer or mobile subscriber, as applicable (ARPU). For additional information regarding the revenue impact of changes in the fixed-line customers and ARPU of our consolidated reportable segments, see Discussion and Analysis of our Reportable Segments below.

We are subject to inflationary pressures with respect to labor, programming and other costs. While we attempt to increase our revenue to offset increases in costs, there is no assurance that we will be able to do so. Therefore, costs could rise faster than associated revenue, thereby resulting in a negative impact on our operating results, cash flows and liquidity. The economic environment in the respective countries in which we operate is a function of government, economic, fiscal and monetary policies and various other factors beyond our control that could lead to inflation. We are unable to predict the extent that price levels might be impacted in future periods by the current state of the economies in the countries in which we operate.

Material Changes in Results of Operations

In the following discussion, we quantify the estimated impact of material acquisitions (the Acquisition Impact) and dispositions on our operating results. The Acquisition Impact represents our estimate of the difference between the operating results of the periods under comparison that is attributable to an acquisition. In general, we base our estimate of the Acquisition Impact on an acquired entity’s operating results during the first three to twelve months following the acquisition date, as adjusted to remove integration costs and any other material unusual or nonoperational items, such that changes from those operating results in subsequent periods are considered to be organic changes. Accordingly, in the following discussion, (i) organic variances attributed to an acquired entity during the first 12 months following the acquisition date represent differences between the Acquisition Impact and the actual results and (ii) the calculation of our organic change percentages includes the organic activity of an acquired entity relative to the Acquisition Impact of such entity. With respect to material dispositions, the organic changes that are discussed below reflect adjustments to exclude the historical prior-year results of any disposed entities to the extent that such entities are not included in the corresponding results for the current-year period.

Changes in foreign currency exchange rates have a significant impact on our reported operating results as all of our operating segments have functional currencies other than the U.S. dollar. Our primary exposure to foreign exchange (FX) risk during the three months ended September 30, 2024 was to the euro and Swiss franc, as 56.5% and 45.2% of our reported revenue during the period was derived from subsidiaries whose functional currencies are the euro and Swiss franc, respectively. In addition, our reported operating results are impacted by changes in the exchange rates for certain other local currencies in Europe. The portions of the changes in the various components of our results of operations that are attributable to changes in FX are highlighted under Discussion and Analysis of our Reportable Segments and Discussion and Analysis of our Consolidated Operating Results below. For information regarding our foreign currency risks and the applicable foreign currency exchange rates in effect for the periods covered by this Quarterly Report, see Part I, Item 3. Quantitative and Qualitative Disclosures about Market Risk — Foreign Currency Risk below.

The amounts presented and discussed below represent 100% of each of our consolidated and nonconsolidated reportable segment’s results of operations, despite only holding a 50% noncontrolling interest in both the VMO2 JV and the VodafoneZiggo JV. We account for our 50% interest in both the VMO2 JV and the VodafoneZiggo JV as an equity method investment and as such, our share of the operating results of the VMO2 JV and the VodafoneZiggo JV is included in share of results of affiliates, net, in our condensed consolidated statements of operations. The noncontrolling owners’ interests at Telenet and other less significant majority-owned subsidiaries are reflected in net earnings or loss attributable to noncontrolling interests in our condensed consolidated statements of operations.

Discussion and Analysis of our Reportable Segments

General

Our Sunrise, Telenet and VM Ireland reportable segments derive their revenue primarily from residential and B2B communications services. Our Central and Other reportable segment primarily includes (i) revenue associated with services provided to the VMO2 JV, the VodafoneZiggo JV and various third parties related to service agreements, (ii) sales of CPE to the VMO2 JV and the VodafoneZiggo JV, (iii) certain centralized functions, including billing systems, network operations, technology, marketing, facilities, finance and other administrative functions, and (iv) our operations in Slovakia. For detailed information regarding the composition of our reportable segments and how we define and categorize our revenue components, see note 16 to our condensed consolidated financial statements. For information regarding the results of operations of the VMO2 JV and the VodafoneZiggo JV, refer to Discussion and Analysis of our Consolidated Operating Results — Share of results of affiliates, net below.

The tables presented below in this section provide the details of the revenue and Adjusted EBITDA of our reportable segments for the three and nine months ended September 30, 2024, as compared to the corresponding periods in 2023. These tables present (i) the amounts reported for the current and comparative periods, (ii) the reported U.S. dollar change and percentage change from period to period and (iii) with respect to our consolidated reportable segments, the organic U.S. dollar change and percentage change from period to period. For our organic comparisons, which exclude the impact of FX, we assume that exchange rates remained constant at the prior-period rate during all periods presented. We also provide a table showing the Adjusted EBITDA margins of our reportable segments for the three and nine months ended September 30, 2024 and 2023 at the end of this section.

Consolidated Adjusted EBITDA is a non-GAAP measure, which we believe is a meaningful measure because it represents a transparent view of our recurring operating performance that is unaffected by our capital structure and allows management to readily view operating trends from a consolidated view. Investors should view consolidated Adjusted EBITDA as a supplement to, and not a substitute for, GAAP measures of performance included in our condensed consolidated statements of operations.

The following table provides a reconciliation of net earnings (loss) to Adjusted EBITDA:


	Three months ended September 30,				Nine months ended September 30,
	2024		2023		2024		2023
	in millions

Net earnings (loss)	$	(1,410.9)	$	822.7	$	(608.7)	$	(402.1)
Income tax expense (benefit)	0.9		(1.7)		88.5		170.0
Other income, net	(63.9)		(39.8)		(191.1)		(159.5)



Gain associated with the Telenet Wyre Transaction	—		(377.8)		—		(377.8)
Gain on sale of All3Media	—		—		(242.9)		—
Share of results of affiliates, net	133.0		240.8		166.6		341.1

Realized and unrealized losses (gains) due to changes in fair values of certain investments, net	45.9		(71.5)		(38.9)		344.8
Foreign currency transaction losses (gains), net	578.3		(664.4)		280.3		(417.9)
Realized and unrealized losses (gains) on derivative instruments, net	566.8		(177.1)		(67.0)		(193.8)
Interest expense	251.2		241.4		756.2		656.0
Operating income (loss)	101.3		(27.4)		143.0		(39.2)
Impairment, restructuring and other operating items, net	13.5		(13.7)		51.7		6.6
Depreciation and amortization	500.6		584.0		1,512.7		1,681.8
Share-based compensation expense	52.9		54.8		147.0		174.4
Adjusted EBITDA	$	668.3	$	597.7	$	1,854.4	$	1,823.6

Revenue of our Reportable Segments

General. While not specifically discussed in the below explanations of the changes in the revenue of our reportable segments, we are experiencing competition in all of our markets. This competition has an adverse impact on our ability to increase or maintain our total number of customers and/or our ARPU.

Variances in the subscription revenue that we receive from our customers are a function of (i) changes in the number of our fixed-line customers or mobile subscribers outstanding during the period and (ii) changes in ARPU. Changes in ARPU can be attributable to (a) changes in prices, (b) changes in bundling or promotional discounts, (c) changes in the tier of services selected, (d) variances in subscriber usage patterns and (e) the overall mix of fixed and mobile products within a segment during the period.

Revenue


	Three months ended September 30,				Increase (decrease)			Organic increase (decrease)
	2024		2023		$		%	$		%
	in millions, except percentages

Sunrise	$	865.7	$	859.3	$	6.4	0.7	$	(11.4)	(1.3)
Telenet	785.2		775.2		10.0		1.3	2.1		0.3
VM Ireland	119.8		125.5		(5.7)		(4.5)	(7.1)		(5.6)
Central and Other	229.3		164.3		65.0		39.6	58.3		35.5
Intersegment eliminations	(64.8)		(69.8)		5.0		N.M.	5.0		N.M.
Total	$	1,935.2	$	1,854.5	$	80.7	4.4	$	46.9	2.5

VMO2 JV	$	3,512.7	$	3,503.8	$	8.9	0.3
VodafoneZiggo JV	$	1,131.1	$	1,125.2	$	5.9	0.5


	Nine months ended September 30,				Increase (decrease)			Organic increase (decrease)
	2024		2023		$		%	$		%
	in millions, except percentages

Sunrise	$	2,535.5	$	2,482.9	$	52.6	2.1	$	(7.2)	(0.3)
Telenet	2,302.9		2,296.7		6.2		0.3	(9.2)		(0.4)
VM Ireland	362.8		372.4		(9.6)		(2.6)	(10.9)		(2.9)
Central and Other	754.3		615.0		139.3		22.7	154.7		25.2
Intersegment eliminations	(201.5)		(196.1)		(5.4)		N.M.	(5.4)		N.M.
Total	$	5,754.0	$	5,570.9	$	183.1	3.3	$	122.0	2.2

VMO2 JV	$	10,170.9	$	10,058.0	$	112.9	1.1
VodafoneZiggo JV	$	3,336.7	$	3,297.0	$	39.7	1.2

_______________

N.M. — Not Meaningful.

Sunrise. The details of the increases in Sunrise’s revenue during the three and nine months ended September 30, 2024, as compared to the corresponding periods in 2023, are set forth below:


	Three-month period						Nine-month period
	Subscription revenue		Non-subscription revenue		Total		Subscription revenue		Non-subscription revenue		Total
	in millions

Decrease in residential fixed subscription revenue due to change in:
Average number of customers	$	(3.9)	$	—	$	(3.9)	$	(15.9)	$	—	$	(15.9)
ARPU	(14.9)		—		(14.9)		(17.7)		—		(17.7)
Decrease in residential fixed non-subscription revenue (a)	—		(7.1)		(7.1)		—		(7.4)		(7.4)
Total decrease in residential fixed revenue	(18.8)		(7.1)		(25.9)		(33.6)		(7.4)		(41.0)
Increase (decrease) in residential mobile revenue (b)	(10.4)		9.5		(0.9)		(4.5)		6.7		2.2
Increase (decrease) in B2B revenue (c)	0.1		14.3		14.4		(1.1)		31.8		30.7
Increase in other revenue	—		1.0		1.0		—		0.9		0.9
Total organic increase (decrease)	(29.1)		17.7		(11.4)		(39.2)		32.0		(7.2)


Impact of FX	11.7		6.1		17.8		41.1		18.7		59.8
Total	$	(17.4)	$	23.8	$	6.4	$	1.9	$	50.7	$	52.6

_______________

(a)The decreases in residential fixed non-subscription revenue are primarily due to lower revenue from equipment sales.

(b)The decreases in residential mobile subscription revenue are primarily attributable to lower ARPU, partially offset by increases in the average number of mobile subscribers. The increases in residential mobile non-subscription revenue are primarily due to (i) increases in cancellation revenue, (ii) higher revenue associated with build-to-suit construction services and (iii) for the three-month comparison, higher revenue from handset sales.

(c)The increases in B2B non-subscription revenue are primarily attributable to higher interconnect revenue.

Telenet. The details of the increases in Telenet’s revenue during the three and nine months ended September 30, 2024, as compared to the corresponding periods in 2023, are set forth below:


	Three-month period						Nine-month period
	Subscription revenue		Non-subscription revenue		Total		Subscription revenue		Non-subscription revenue		Total
	in millions

Increase (decrease) in residential fixed subscription revenue due to change in:
Average number of customers	$	(13.3)	$	—	$	(13.3)	$	(48.6)	$	—	$	(48.6)
ARPU	8.8		—		8.8		41.3		—		41.3
Increase (decrease) in residential fixed non-subscription revenue	—		0.8		0.8		—		(4.5)		(4.5)
Total increase (decrease) in residential fixed revenue	(4.5)		0.8		(3.7)		(7.3)		(4.5)		(11.8)
Increase (decrease) in residential mobile revenue (a)	(1.5)		(7.1)		(8.6)		0.1		(4.1)		(4.0)
Increase (decrease) in B2B revenue (b)	1.5		(8.7)		(7.2)		13.1		(29.5)		(16.4)
Increase in other revenue (c)	—		21.6		21.6		—		23.0		23.0
Total organic increase (decrease)	(4.5)		6.6		2.1		5.9		(15.1)		(9.2)
Impact of acquisitions	—		—		—		—		7.2		7.2

Impact of FX	5.5		2.4		7.9		5.7		2.5		8.2
Total	$	1.0	$	9.0	$	10.0	$	11.6	$	(5.4)	$	6.2

_____________

(a)The decreases in residential mobile non-subscription revenue are primarily attributable to lower interconnect revenue.

(b)The increases in B2B subscription revenue are primarily due to increases in the average number of customers. The decreases in B2B non-subscription revenue are primarily attributable to (i) decreases in revenue from wholesale services and (ii) lower interconnect revenue.

(c)The increases in other revenue include the one-off impact of the recognition of previously deferred revenue of approximately $18 million during the third quarter of 2024.

VM Ireland. The details of the decreases in VM Ireland’s revenue during the three and nine months ended September 30, 2024, as compared to the corresponding periods in 2023, are set forth below:


	Three-month period						Nine-month period
	Subscription revenue		Non-subscription revenue		Total		Subscription revenue		Non-subscription revenue		Total
	in millions

Decrease in residential fixed subscription revenue due to change in:
Average number of customers	$	(2.5)	$	—	$	(2.5)	$	(9.4)	$	—	$	(9.4)
ARPU	(1.9)		—		(1.9)		(1.5)		—		(1.5)
Decrease in residential fixed non-subscription revenue	—		(0.2)		(0.2)		—		(0.3)		(0.3)
Total decrease in residential fixed revenue	(4.4)		(0.2)		(4.6)		(10.9)		(0.3)		(11.2)
Decrease in residential mobile revenue	(0.3)		(0.2)		(0.5)		(0.1)		(0.9)		(1.0)
Increase in B2B revenue	0.1		0.4		0.5		0.7		1.8		2.5
Decrease in other revenue	—		(2.5)		(2.5)		—		(1.2)		(1.2)
Total organic decrease	(4.6)		(2.5)		(7.1)		(10.3)		(0.6)		(10.9)


Impact of FX	0.8		0.6		1.4		0.9		0.4		1.3
Total	$	(3.8)	$	(1.9)	$	(5.7)	$	(9.4)	$	(0.2)	$	(9.6)

Central and Other. On an organic basis, our Central and Other revenue increased $58.3 million or 35.5% and $154.7 million or 25.2% during the three and nine months ended September 30, 2024, respectively, as compared to the corresponding periods in 2023, primarily due to increases related to revenue earned from (i) the sale of CPE to the VMO2 JV beginning in 2024 and (ii) the U.K. JV Services and NL JV Services.

Programming and Other Direct Costs of Services, Other Operating Expenses and SG&A Expenses of our Consolidated Reportable Segments

For information regarding the changes in our (i) programming and other direct costs of services, (ii) other operating expenses and (iii) SG&A expenses, see Discussion and Analysis of our Consolidated Operating Results below.

Adjusted EBITDA of our Reportable Segments

Adjusted EBITDA is the primary measure used by our chief operating decision maker to evaluate segment operating performance. As presented below, 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 condensed consolidated statements of operations. The following table sets forth the Adjusted EBITDA of our reportable segments:


	Three months ended September 30,				Increase (decrease)			Organic increase (decrease)
	2024		2023		$		%	$		%
	in millions, except percentages

Sunrise	$	318.9	$	311.0	$	7.9	2.5	$	0.8	0.3
Telenet	360.9		339.8		21.1		6.2	17.6		5.2
VM Ireland	41.4		45.9		(4.5)		(9.8)	(4.9)		(10.7)
Central and Other	(37.4)		(83.6)		46.2		55.3	42.2		50.5
Intersegment eliminations	(15.5)		(15.4)		(0.1)		N.M.	(0.1)		N.M.
Total	$	668.3	$	597.7	$	70.6	11.8	$	55.6	9.3

VMO2 JV	$	1,170.9	$	1,170.9	$	—	—
VodafoneZiggo JV	$	527.8	$	518.3	$	9.5	1.8


	Nine months ended September 30,				Increase (decrease)			Organic increase (decrease)
	2024		2023		$		%	$		%
	in millions, except percentages

Sunrise	$	886.2	$	861.1	$	25.1	2.9	$	4.4	0.5
Telenet	981.2		988.7		(7.5)		(0.8)	(14.7)		(1.5)
VM Ireland	127.1		134.7		(7.6)		(5.6)	(7.9)		(5.9)
Central and Other	(94.2)		(115.3)		21.1		18.3	35.0		30.4
Intersegment eliminations	(45.9)		(45.6)		(0.3)		N.M.	(0.3)		N.M.
Total	$	1,854.4	$	1,823.6	$	30.8	1.7	$	16.5	0.9

VMO2 JV	$	3,376.9	$	3,335.6	$	41.3	1.2
VodafoneZiggo JV	$	1,565.5	$	1,474.7	$	90.8	6.2

_______________

N.M. — Not Meaningful.

Adjusted EBITDA Margin

The following table sets forth the Adjusted EBITDA margins (Adjusted EBITDA divided by revenue) of each of our reportable segments:


	Three months ended September 30,				Nine months ended September 30,
	2024		2023		2024		2023

Sunrise	36.8	%	36.2	%	34.9	%	34.7	%
Telenet	46.0	%	43.8	%	42.6	%	43.0	%
VM Ireland	34.6	%	36.6	%	35.1	%	36.2	%
Central and Other	(16.3)	%	(50.9)	%	(12.5)	%	(18.7)	%

VMO2 JV	33.3	%	33.4	%	33.2	%	33.2	%
VodafoneZiggo JV	46.7	%	46.1	%	46.9	%	44.7	%

In addition to organic changes in the revenue, operating and SG&A expenses of our reportable segments, the Adjusted EBITDA margins presented above include the impact of acquisitions, as applicable. For discussion of the factors contributing to the changes in the Adjusted EBITDA margins of our consolidated reportable segments, see the analysis of our revenue included in Discussion and Analysis of our Reportable Segments above and the analysis of our expenses included in Discussion and Analysis of our Consolidated Operating Results below. For discussion of the factors contributing to the changes in the Adjusted EBITDA margins of the VMO2 JV and the VodafoneZiggo JV, see Discussion and Analysis of our Consolidated Operating Results — Share of results of affiliates, net below.

Discussion and Analysis of our Consolidated Operating Results

General

For more detailed explanations of the changes in our revenue, see Discussion and Analysis of our Reportable Segments above.

Revenue

Our revenue by major category is set forth below:


	Three months ended September 30,				Increase (decrease)			Organic increase (decrease)
	2024		2023		$		%	$		%
	in millions, except percentages

Residential revenue:
Residential fixed revenue (a):
Subscription revenue (b):
Broadband internet	$	385.9	$	385.6	$	0.3	0.1	$	(4.9)	(1.3)
Video	268.4		276.6		(8.2)		(3.0)	(12.2)		(4.4)
Fixed-line telephony	81.3		91.2		(9.9)		(10.9)	(10.5)		(11.5)
Total subscription revenue	735.6		753.4		(17.8)		(2.4)	(27.6)		(3.7)
Non-subscription revenue	11.6		18.3		(6.7)		(36.6)	(6.5)		(35.5)
Total residential fixed revenue	747.2		771.7		(24.5)		(3.2)	(34.1)		(4.4)
Residential mobile revenue (c):
Subscription revenue (b)	391.1		396.9		(5.8)		(1.5)	(12.2)		(3.1)
Non-subscription revenue	128.7		124.3		4.4		3.5	2.2		1.8
Total residential mobile revenue	519.8		521.2		(1.4)		(0.3)	(10.0)		(1.9)
Total residential revenue	1,267.0		1,292.9		(25.9)		(2.0)	(44.1)		(3.4)
B2B revenue (d):
Subscription revenue	148.1		144.6		3.5		2.4	1.7		1.2
Non-subscription revenue	246.9		234.8		12.1		5.2	7.0		3.0
Total B2B revenue	395.0		379.4		15.6		4.1	8.7		2.3
Other revenue (e)	273.2		182.2		91.0		49.9	82.3		45.2
Total	$	1,935.2	$	1,854.5	$	80.7	4.4	$	46.9	2.5


	Nine months ended September 30,				Increase (decrease)			Organic increase (decrease)
	2024		2023		$		%	$		%
	in millions, except percentages

Residential revenue:
Residential fixed revenue (a):
Subscription revenue (b):
Broadband internet	$	1,143.5	$	1,111.0	$	32.5	2.9	$	19.4	1.7
Video	791.3		822.5		(31.2)		(3.8)	(41.0)		(5.0)
Fixed-line telephony	245.5		273.3		(27.8)		(10.2)	(30.3)		(11.1)
Total subscription revenue	2,180.3		2,206.8		(26.5)		(1.2)	(51.9)		(2.4)
Non-subscription revenue	39.5		50.8		(11.3)		(22.2)	(12.2)		(24.0)
Total residential fixed revenue	2,219.8		2,257.6		(37.8)		(1.7)	(64.1)		(2.8)
Residential mobile revenue (c):
Subscription revenue (b)	1,137.2		1,122.8		14.4		1.3	(4.5)		(0.4)
Non-subscription revenue	394.0		384.9		9.1		2.4	1.7		0.4
Total residential mobile revenue	1,531.2		1,507.7		23.5		1.6	(2.8)		(0.2)
Total residential revenue	3,751.0		3,765.3		(14.3)		(0.4)	(66.9)		(1.8)
B2B revenue (d):
Subscription revenue	435.1		418.9		16.2		3.9	12.8		3.1
Non-subscription revenue	711.9		688.9		23.0		3.3	4.7		0.7
Total B2B revenue	1,147.0		1,107.8		39.2		3.5	17.5		1.6
Other revenue (e)	856.0		697.8		158.2		22.7	171.4		24.6
Total	$	5,754.0	$	5,570.9	$	183.1	3.3	$	122.0	2.2

_______________

(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. Residential mobile interconnect revenue was $28.3 million and $28.0 million during the three months ended September 30, 2024 and 2023, respectively, and $88.2 million and $88.5 million during the nine months ended September 30, 2024 and 2023, respectively.

(d)B2B subscription revenue represents revenue from (i) services provided to 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. A portion of the change in our B2B subscription revenue is attributable to the conversion of certain residential subscribers to SOHO 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.

(e)Other revenue includes, among other items, (i) broadcasting revenue at Telenet, VM Ireland and Sunrise, (ii) revenue earned from the U.K. JV Services and NL JV Services and (iii) revenue earned from the sale of CPE to the VMO2 JV and VodafoneZiggo JV.

Total revenue. Our consolidated revenue increased $80.7 million or 4.4% and $183.1 million or 3.3% during the three and nine months ended September 30, 2024, respectively, as compared to the corresponding periods in 2023. On an organic basis, our consolidated revenue increased $46.9 million or 2.5% and $122.0 million or 2.2%, respectively.

Residential revenue. The details of the decreases in our consolidated residential revenue during the three and nine months ended September 30, 2024, as compared to the corresponding periods in 2023, are as follows:


	Three-month period		Nine-month period
	in millions

Increase (decrease) in residential fixed subscription revenue due to change in:
Average number of customers	$	(20.4)	$	(75.4)
ARPU	(7.2)		23.5
Decrease in residential fixed non-subscription revenue	(6.5)		(12.2)
Total decrease in residential fixed revenue	(34.1)		(64.1)
Decrease in residential mobile subscription revenue	(12.2)		(4.5)
Increase in residential mobile non-subscription revenue	2.2		1.7
Total organic decrease in residential revenue	(44.1)		(66.9)
Impact of FX	18.2		52.6
Total decrease in residential revenue	$	(25.9)	$	(14.3)

On an organic basis, our consolidated residential fixed subscription revenue decreased $27.6 million or 3.7% and $51.9 million or 2.4% during the three and nine months ended September 30, 2024, respectively, as compared to the corresponding periods in 2023, primarily attributable to decreases at Sunrise.

On an organic basis, our consolidated residential fixed non-subscription revenue decreased $6.5 million or 35.5% and $12.2 million or 24.0% during the three and nine months ended September 30, 2024, respectively, as compared to the corresponding periods in 2023, primarily due to decreases at Sunrise.

On an organic basis, our consolidated residential mobile subscription revenue decreased $12.2 million or 3.1% and $4.5 million or 0.4% during the three and nine months ended September 30, 2024, respectively, as compared to the corresponding periods in 2023, primarily attributable to decreases at Sunrise.

On an organic basis, our consolidated residential mobile non-subscription revenue increased $2.2 million or 1.8% and $1.7 million or 0.4% during the three and nine months ended September 30, 2024, respectively, as compared to the corresponding periods in 2023, primarily due to the net effect of (i) increases at Sunrise and (ii) decreases at Telenet.

B2B revenue. On an organic basis, our consolidated B2B subscription revenue increased $1.7 million or 1.2% and $12.8 million or 3.1% during the three and nine months ended September 30, 2024, respectively, as compared to the corresponding periods in 2023, primarily attributable to increases at Telenet.

On an organic basis, our consolidated B2B non-subscription revenue increased $7.0 million or 3.0% and $4.7 million or 0.7% during the three and nine months ended September 30, 2024, respectively, as compared to the corresponding periods in 2023, primarily due to the net effect of (i) increases at Sunrise and (ii) decreases at Telenet.

Other revenue. On an organic basis, our consolidated other revenue increased $82.3 million or 45.2% and $171.4 million or 24.6% during the three and nine months ended September 30, 2024, respectively, as compared to the corresponding periods in 2023, primarily due to (i) increases at Central and Other related to revenue earned from (a) the sale of CPE to the VMO2 JV beginning in 2024 and (b) the U.K. JV Services and NL JV Services and (ii) the one-off impact of the recognition of previously deferred revenue at Telenet during the third quarter of 2024.

For additional information regarding the changes in our residential, B2B and other revenue, see Discussion and Analysis of our Reportable Segments above.

Programming and other direct costs of services

Programming and other direct costs of services include programming and copyright costs, interconnect and access costs, costs of mobile handsets and other devices and other direct costs related to our operations, including costs associated with our transitional service agreements and certain costs related to the development of externally marketed software. Programming and copyright costs represent a significant portion of our operating costs and are subject to rise in future periods due to various factors, including (i) higher costs associated with the expansion of our digital video content, including rights associated with ancillary product offerings and rights that provide for the broadcast of live sporting events, and (ii) rate increases.

The details of our programming and other direct costs of services are as follows:


	Three months ended September 30,				Increase (decrease)			Organic increase (decrease)
	2024		2023		$		%	$		%
	in millions, except percentages

Sunrise	$	271.4	$	270.0	$	1.4	0.5	$	(4.3)	(1.6)
Telenet	174.0		186.6		(12.6)		(6.8)	(14.7)		(7.9)
VM Ireland	30.9		33.9		(3.0)		(8.8)	(3.3)		(9.7)
Central and Other	136.7		122.0		14.7		12.0	13.6		11.1
Intersegment eliminations	(21.4)		(26.2)		4.8		N.M.	4.8		N.M.
Total	$	591.6	$	586.3	$	5.3	0.9	$	(3.9)	(0.7)


	Nine months ended September 30,				Increase (decrease)			Organic increase (decrease)
	2024		2023		$		%	$		%
	in millions, except percentages

Sunrise	$	802.6	$	786.4	$	16.2	2.1	$	(3.2)	(0.4)
Telenet	556.0		582.5		(26.5)		(4.5)	(31.5)		(5.4)
VM Ireland	96.1		102.8		(6.7)		(6.5)	(7.1)		(6.9)
Central and Other	469.6		337.8		131.8		39.0	136.0		40.3
Intersegment eliminations	(71.0)		(68.7)		(2.3)		N.M.	(2.3)		N.M.
Total	$	1,853.3	$	1,740.8	$	112.5	6.5	$	91.9	5.3

_______________

N.M. — Not Meaningful.

Our programming and other direct costs of services increased $5.3 million or 0.9% and $112.5 million or 6.5% during the three and nine months ended September 30, 2024, respectively, as compared to the corresponding periods in 2023. On an organic basis, our programming and other direct costs of services increased (decreased) ($3.9 million) or (0.7%) and $91.9 million or 5.3%, respectively. These changes include the following factors:

•Increases in costs of $25.3 million and $97.6 million, respectively, at Central and Other related to the sale of CPE to the VMO2 JV beginning in 2024;

•For the nine-month comparison, an increase in costs of $48.1 million at Central and Other due to lower capitalization as a result of our decision in May 2023 to market and sell certain of our internally-developed software to third parties, as further described in note 16 to our condensed consolidated financial statements;

•Decreases in programming and copyright costs of $9.3 million or 5.8% and $17.9 million or 3.5%, respectively, primarily attributable to lower costs for certain content at Telenet and VM Ireland; and

•Decreases in mobile handset and other device costs of $4.1 million or 5.2% and $7.9 million or 2.4%, respectively, primarily due to (i) lower average costs per handset sold at Telenet and (ii) for the nine-month comparison, lower sales volumes, as a decrease at Sunrise was only partially offset by an increase at Telenet.

Other operating expenses

Other operating expenses include network operations, customer operations, customer care, share-based compensation and other costs related to our operations. We do not include share-based compensation in the following discussion and analysis of the other operating expenses of our consolidated reportable segments as share-based compensation expense is not included in the performance measures of our consolidated reportable segments. Share-based compensation expense is separately discussed further below.

The details of our other operating expenses are as follows:


	Three months ended September 30,				Increase (decrease)			Organic increase (decrease)
	2024		2023		$		%	$		%
	in millions, except percentages

Sunrise	$	132.5	$	127.0	$	5.5	4.3	$	3.0	2.4
Telenet	127.1		134.4		(7.3)		(5.4)	(8.3)		(6.2)
VM Ireland	32.7		31.4		1.3		4.1	0.8		2.5
Central and Other	37.2		32.9		4.3		13.1	4.0		12.2
Intersegment eliminations	(24.1)		(25.7)		1.6		N.M.	1.6		N.M.
Total other operating expenses excluding share-based compensation expense	305.4		300.0		5.4		1.8	$	1.1	0.4
Share-based compensation expense	5.9		1.6		4.3		N.M.
Total	$	311.3	$	301.6	$	9.7	3.2


	Nine months ended September 30,				Increase (decrease)			Organic increase (decrease)
	2024		2023		$		%	$		%
	in millions, except percentages

Sunrise	$	393.5	$	379.2	$	14.3	3.8	$	4.9	1.3
Telenet	388.5		381.5		7.0		1.8	5.0		1.3
VM Ireland	95.2		92.3		2.9		3.1	2.5		2.7
Central and Other	92.6		103.5		(10.9)		(10.5)	(10.1)		(9.8)
Intersegment eliminations	(74.4)		(63.2)		(11.2)		N.M.	(11.2)		N.M.
Total other operating expenses excluding share-based compensation expense	895.4		893.3		2.1		0.2	$	(8.9)	(1.0)
Share-based compensation expense	16.6		6.4		10.2		N.M.
Total	$	912.0	$	899.7	$	12.3	1.4

_______________

N.M. — Not Meaningful.

Our other operating expenses (exclusive of share-based compensation expense) increased $5.4 million or 1.8% and $2.1 million or 0.2% during the three and nine months ended September 30, 2024, respectively, as compared to the corresponding periods in 2023. On an organic basis, our other operating expenses increased (decreased) $1.1 million or 0.4% and ($8.9 million) or (1.0%), respectively. These changes include the following factors:

•Decreases in customer service costs of $8.9 million or 22.4% and $16.8 million or 14.7%, respectively, primarily related to lower call center costs at Sunrise and Telenet;

•For the nine-month comparison, a $11.2 million increase in costs at Telenet associated with the one-time benefit from expected settlements of certain operational contingencies during the second quarter of 2023;

•Decreases in business service costs of $4.9 million or 10.6% and $10.4 million or 7.0%, respectively, primarily due to (i) lower consulting costs at Central and Other and (ii) lower energy costs, as decreases at Telenet were only partially offset by increases at Sunrise;

•Decreases in personnel costs of $4.5 million or 4.8% and $9.5 million or 3.4%, respectively, primarily due to the net effect of (i) lower staffing levels, primarily at Central and Other and Sunrise, and (ii) higher average costs per employee, primarily at Telenet and Central and Other;

•Increases in outsourced labor costs of $2.4 million or 8.5% and $8.7 million or 10.1%, respectively, primarily associated with customer-facing activities at Telenet;

•An increase (decrease) in core network and information technology-related costs of $6.9 million or 9.9% and ($8.5 million) or (4.4%), respectively, primarily due to the net effect of (i) increases in information technology-related costs at Central and Other, (ii) lower leased bandwidth and outsourced data center costs, primarily at Telenet, and (iii) for the nine-month comparison, lower network maintenance expense and outsourced data center costs, primarily at Central and Other; and

•Increases in service delivery platform costs of $4.2 million or 12.2% and $4.2 million or 8.6%, respectively, primarily related to higher CPE software costs at Central and Other.

SG&A expenses

SG&A expenses include human resources, information technology, general services, management, finance, legal, external sales and marketing costs, share-based compensation and other general expenses. We do not include share-based compensation in the following discussion and analysis of the SG&A expenses of our consolidated reportable segments as share-based compensation expense is not included in the performance measures of our consolidated reportable segments. Share-based compensation expense is separately discussed further below.

The details of our SG&A expenses are as follows:


	Three months ended September 30,				Increase (decrease)			Organic increase (decrease)
	2024		2023		$		%	$		%
	in millions, except percentages

Sunrise	$	142.9	$	151.3	$	(8.4)	(5.6)	$	(10.9)	(7.2)
Telenet	123.2		114.4		8.8		7.7	7.5		6.6
VM Ireland	14.8		14.3		0.5		3.5	0.3		2.1
Central and Other	92.8		93.0		(0.2)		(0.2)	(1.5)		(1.6)
Intersegment eliminations	(3.8)		(2.5)		(1.3)		N.M.	(1.3)		N.M.
Total SG&A expenses excluding share-based compensation expense	369.9		370.5		(0.6)		(0.2)	$	(5.9)	(1.6)
Share-based compensation expense	47.0		53.2		(6.2)		(11.7)
Total	$	416.9	$	423.7	$	(6.8)	(1.6)


	Nine months ended September 30,				Increase (decrease)			Organic increase (decrease)
	2024		2023		$		%	$		%
	in millions, except percentages

Sunrise	$	453.2	$	456.2	$	(3.0)	(0.7)	$	(13.3)	(2.9)
Telenet	377.2		344.0		33.2		9.7	32.0		9.3
VM Ireland	44.4		42.6		1.8		4.2	1.6		3.8

Central and Other	286.3		289.0		(2.7)		(0.9)	(6.2)		(2.1)
Intersegment eliminations	(10.2)		(18.6)		8.4		N.M.	8.4		N.M.
Total SG&A expenses excluding share-based compensation expense	1,150.9		1,113.2		37.7		3.4	$	22.5	2.0
Share-based compensation expense	130.4		168.0		(37.6)		(22.4)
Total	$	1,281.3	$	1,281.2	$	0.1	—

_______________

N.M. — Not Meaningful.

Supplemental SG&A expense information


	Three months ended September 30,				Increase (decrease)			Organic increase (decrease)
	2024		2023		$		%	$		%
	in millions, except percentages

General and administrative (a)	$	286.2	$	295.2	$	(9.0)	(3.0)	$	(12.7)	(4.3)
External sales and marketing	83.7		75.3		8.4		11.2	6.8		9.0
Total	$	369.9	$	370.5	$	(0.6)	(0.2)	$	(5.9)	(1.6)


	Nine months ended September 30,				Increase			Organic increase
	2024		2023		$		%	$		%
	in millions, except percentages

General and administrative (a)	$	896.7	$	876.1	$	20.6	2.4	$	10.0	1.1
External sales and marketing	254.2		237.1		17.1		7.2	12.5		5.3
Total	$	1,150.9	$	1,113.2	$	37.7	3.4	$	22.5	2.0

_______________

(a)General and administrative expenses include all personnel-related costs within our SG&A expenses, including personnel-related costs associated with our sales and marketing function.

Our SG&A expenses (exclusive of share-based compensation expense) increased (decreased) ($0.6 million) or (0.2%) and $37.7 million or 3.4% during the three and nine months ended September 30, 2024, respectively, as compared to the corresponding periods in 2023. On an organic basis, our SG&A expenses increased (decreased) ($5.9 million) and (1.6%) or $22.5 million or 2.0%, respectively. These changes include the following factors:

•For the nine-month comparison, an increase in personnel costs of $13.9 million or 2.7%, primarily due to (i) an increase in temporary personnel costs at Telenet and (ii) higher costs due to lower capitalizable activities, primarily at Sunrise;

•Increases in external sales and marketing costs of $6.8 million or 9.0% and $12.5 million or 5.3%, respectively, primarily due to higher costs associated with advertising campaigns at Telenet;

•Increases in core network and information technology-related costs of $1.6 million or 5.7% and $9.7 million or 11.4%, respectively, primarily at Sunrise; and

•Decreases in business service costs of $4.0 million or 8.1% and $7.8 million or 5.1%, respectively, primarily due to lower consulting costs at Sunrise.

Share-based compensation expense

Our share-based compensation expense primarily relates to the share-based incentive awards issued by Liberty Global to its employees and employees of its subsidiaries. A summary of our aggregate share-based compensation expense is set forth below:


	Three months ended September 30,				Nine months ended September 30,
	2024		2023		2024		2023
	in millions

Liberty Global (a):
Non-performance based incentive awards (b)	$	40.9	$	45.2	$	105.2	$	127.8
Performance based incentive awards (c)	5.9		—		13.3		—
Other (d)	6.1		6.3		24.0		23.9
Total Liberty Global	52.9		51.5		142.5		151.7
Other	—		3.3		4.5		22.7
Total	$	52.9	$	54.8	$	147.0	$	174.4
Included in:
Other operating expense	$	5.9	$	1.6	$	16.6	$	6.4
SG&A expense	47.0		53.2		130.4		168.0
Total	$	52.9	$	54.8	$	147.0	$	174.4

_______________

(a)The 2024 amounts include share-based compensation expense related to certain Telenet Replacement Awards.

(b)In April 2023, the compensation committee of our board of directors approved the extension of the expiration dates of outstanding SARs and director options granted in 2016 through 2018 from a seven-year term to a ten-year term. Accordingly, the Black-Scholes fair values of the outstanding awards increased, resulting in the recognition of an aggregate incremental share-based compensation expense of $27.1 million during the second quarter of 2023.

(c)The 2024 amounts include share-based compensation expense related to the 2024 PSUs.

(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 annual incentive compensation, shares have been or will be issued to senior management and key employees pursuant to a shareholding incentive program. The shareholding incentive program allows these employees to elect to receive up to 100% of their annual incentive compensation in common shares of Liberty Global in lieu of cash.

For additional information regarding our share-based compensation expense, see note 13 to our condensed consolidated financial statements.

Depreciation and amortization expense

Our depreciation and amortization expense was $500.6 million and $1,512.7 million for the three and nine months ended September 30, 2024, respectively, and $584.0 million and $1,681.8 million for the three and nine months ended September 30, 2023, respectively. Excluding the effects of FX, depreciation and amortization expense decreased $89.5 million or 15.3% and $182.7 million or 10.9% during the three and nine months ended September 30, 2024, respectively, as compared to the corresponding periods in 2023. These decreases are primarily due to the net effect of (i) decreases associated with certain assets becoming fully depreciated, primarily at Central and Other, Telenet and Sunrise, (ii) increases associated with property and equipment additions related to the installation of CPE, the expansion and upgrade of our networks and other capital initiatives, primarily at Telenet, Sunrise and VM Ireland, and (iii) increases associated with acquisitions, primarily related to the Telenet Wyre Transaction.

Impairment, restructuring and other operating items, net

We recognized impairment, restructuring and other operating items, net, of $13.5 million and $51.7 million during the three and nine months ended September 30, 2024, respectively, and ($13.7 million) and $6.6 million during the three and nine months ended September 30, 2023, respectively.

The amounts for the 2024 periods include (i) restructuring costs of $5.4 million and $24.6 million, respectively, primarily at Central and Other and Telenet, and (ii) a provision for legal contingencies of $17.5 million at Central and Other during the first quarter of 2024.

The amounts for the 2023 periods include (i) direct acquisition and disposition costs of $4.2 million and $25.7 million, respectively, primarily at Telenet and Central and Other, (ii) restructuring costs of $3.3 million and $24.4 million, respectively, primarily at Sunrise and Telenet, (iii) a $21.3 million credit to abandoned lease expense at Sunrise during the second quarter of 2023 and (iv) a $19.2 million credit related to a settlement at Sunrise during the third quarter of 2023.

If, among other factors, (i) our equity values were to decline or (ii) the adverse impacts of economic, competitive, regulatory or other factors were to cause our results of operations or cash flows to be worse than anticipated, we could conclude in future periods that impairment charges are required in order to reduce the carrying values of our goodwill and, to a lesser extent, other long-lived assets. Any such impairment charges could be significant.

Interest expense

We recognized interest expense of $251.2 million and $756.2 million during the three and nine months ended September 30, 2024, respectively, and $241.4 million and $656.0 million during the three and nine months ended September 30, 2023, respectively. Excluding the effects of FX, interest expense increased $7.1 million or 2.9% and $97.0 million or 14.8% during the three and nine months ended September 30, 2024, respectively, as compared to the corresponding periods in 2023. These increases are primarily attributable to (i) higher average outstanding debt balances and (ii) for the nine-month period, a higher weighted average interest rate. For additional information regarding our outstanding indebtedness, see note 9 to our condensed consolidated financial statements.

It is possible that the interest rates on (i) any new borrowings could be higher than the current interest rates on our existing indebtedness and (ii) our variable-rate indebtedness could increase in future periods. As further discussed in note 6 to our condensed consolidated financial statements and under Part I, Item 3. Quantitative and Qualitative Disclosures about Market Risk below, we use derivative instruments to manage our interest rate risks.

Realized and unrealized gains (losses) on derivative instruments, net

Our realized and unrealized gains or losses on derivative instruments include (i) unrealized changes in the fair values of our derivative instruments that are non-cash in nature until such time as the derivative contracts are fully or partially settled and (ii) realized gains or losses upon the full or partial settlement of the derivative contracts. The details of our realized and unrealized gains (losses) on derivative instruments, net, are as follows:


	Three months ended September 30,				Nine months ended September 30,
	2024		2023		2024		2023
	in millions

Cross-currency and interest rate derivative contracts (a)	$	(539.5)	$	195.1	$	137.5	$	38.8
Equity-related derivative instruments (b)	(62.6)		(22.0)		(110.7)		145.0
Foreign currency forward and option contracts	37.4		4.0		42.3		10.0
Other	(2.1)		—		(2.1)		—
Total	$	(566.8)	$	177.1	$	67.0	$	193.8

_______________

(a)The results for the 2024 periods are primarily attributable to the net effect of (i) net losses associated with changes in certain market interest rates and (ii) a net loss for the three-month period and a net gain for the nine-month period associated the relative value of certain currencies. In addition, the results for the 2024 periods include a net gain (loss) of $0.4 million and ($41.1 million), respectively, resulting from changes in our credit risk valuation adjustments. The gains for the 2023 periods are primarily attributable to the net effect of (a) a net loss for the three-month period and a net gain for the nine-month period associated with changes in certain market interest rates and (b) a net gain for the three-month period and a net loss for the nine-month period associated with changes in the relative value of certain currencies. In addition, the gains for the 2023 periods include a net gain (loss) of ($6.9 million) and $15.3 million, respectively, resulting from changes in our credit risk valuation adjustments.

(b)The recurring fair value measurements of our equity-related derivative instruments are based on Black-Scholes pricing models.

For additional information concerning our derivative instruments, see notes 6 and 7 to our condensed consolidated financial statements and Part I, Item 3. 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:


	Three months ended September 30,				Nine months ended September 30,
	2024		2023		2024		2023
	in millions

Intercompany balances denominated in a currency other than the entity’s functional currency (a)	$	(877.0)	$	897.7	$	(346.8)	$	502.0
U.S. dollar-denominated debt issued by euro functional currency entities	294.8		(238.8)		57.8		(89.6)
Cash and restricted cash denominated in a currency other than the entity’s functional currency	(1.7)		4.8		3.8		9.6

_______________


*			Filed herewith
**			Furnished herewith

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


		LIBERTY GLOBAL LTD.

Dated:	October 29, 2024	/s/ MICHAEL T. FRIES
		Michael T. Fries President and Chief Executive Officer

Dated:	October 29, 2024	/s/ CHARLES H.R. BRACKEN
		Charles H.R. Bracken Executive Vice President and Chief Financial Officer

Liberty Global Ltd. - Quarter Report: 2024 September (Form 10-Q)

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