|
|
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) | | | | | |
|
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Other assets, net (notes 3, 6 and 10) | | | | | |
| Total assets | $ | | | | $ | | |
The accompanying notes are an integral part of these condensed consolidated financial statements.
1
LIBERTY GLOBAL LTD.
CONDENSED CONSOLIDATED BALANCE SHEETS — (Continued)
(unaudited)
| | | | | | | | | | | |
| March 31, 2025 | | December 31, 2024 |
| | in millions |
| LIABILITIES AND EQUITY | | | |
| Current liabilities: | | | |
| Accounts payable | $ | | | | $ | | |
Deferred revenue (note 3) | | | | | |
|
Current portion of debt and finance lease obligations (notes 9 and 10) | | | | | |
| Accrued capital expenditures | | | | | |
| Accrued income taxes | | | | | |
|
|
Other accrued and current liabilities (notes 6 and 10) | | | | | |
| Total current liabilities | | | | | |
Long-term debt and finance lease obligations (notes 9 and 10) | | | | | |
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)
))) )) | | () | |
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)) ) | | | |
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| | () | |
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))
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) )| | | | $ | () | |
The accompanying notes are an integral part of these condensed consolidated financial statements.
4
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, 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 | $ | | | | $ | | | | $ | | | | $ | | | | $ | | | | $ | | | | $ | () | | | $ | | | | $ | () | | | $ | | |
| | | | | | | | | | | | | | | |
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| | | | | | | | | | | | | | | |
The accompanying notes are an integral part of these condensed consolidated financial statements.
5
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 (loss), net of taxes | | Treasury shares, at cost | | Total Liberty Global shareholders | |
| | Class A | | Class B | | Class C | | | | | | |
| | in millions |
| | | | | | | | | | | | | | | | | | | |
Balance at January 1, 2025 | $ | | | | $ | | | | $ | | | | $ | | | | $ | | | | $ | () | | | $ | () | | | $ | | | | $ | | | | $ | | |
| 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, 2025 | $ | | | | $ | | | | $ | | | | $ | | | | $ | | | | $ | | | | $ | () | | | $ | | | | $ | | | | $ | | |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
6
LIBERTY GLOBAL LTD.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
| | | | | | | | | | | |
| | Three months ended March 31, |
| | 2025 | | 2024 |
| | in millions |
| | | |
| Cash flows from operating activities: | | | |
| Net earnings (loss) | $ | () | | | $ | | |
| Loss from discontinued operations | | | | () | |
| Earnings (loss) from continuing operations | () | | | | |
| Adjustments to reconcile earnings (loss) from continuing operations to net cash provided by operating activities of continuing operations: | | | |
| Share-based compensation expense | | | | | |
| Depreciation and amortization | | | | | |
| Impairment, restructuring and other operating items, net | () | | | | |
| Amortization of deferred financing costs and non-cash interest | | | | | |
| Realized and unrealized losses (gains) on derivative instruments, net | | | | () | |
| Foreign currency transaction losses (gains), net | | | | () | |
| Realized and unrealized gains due to changes in fair values of certain investments, net | () | | | () | |
| Losses on debt extinguishment, net | | | | | |
| Share of results of affiliates, net | | | | | |
| Deferred income tax expense (benefit) | () | | | | |
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| Changes in operating assets and liabilities, net of the effects of acquisitions and dispositions | () | | | () | |
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| Net cash provided by operating activities of continuing operations | | | | | |
| Net cash provided by operating activities of discontinued operations | | | | | |
| Net cash provided by operating activities | $ | | | | $ | | |
The accompanying notes are an integral part of these condensed consolidated financial statements.
7
LIBERTY GLOBAL LTD.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS — (Continued)
(unaudited)
| | | | | | | | | | | |
| | Three months ended March 31, |
| | 2025 | | 2024 |
| | in millions |
| | | |
| Cash flows from investing activities: | | | |
| Cash received from the sale of investments | $ | | | | $ | | |
| Cash paid for investments | () | | | () | |
| Capital expenditures, net | () | | | () | |
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| Other investing activities, net | | | | () | |
| Net cash provided (used) by investing activities of continuing operations | | | | () | |
| Net cash used by investing activities of discontinued operations | | | | () | |
| Net cash provided (used) by investing activities | | | | () | |
| | | |
| Cash flows from financing activities: | | | |
| Borrowings of debt | | | | | |
| Operating-related vendor financing additions | | | | | |
| Repayments and repurchases of debt and finance lease obligations: | | | |
| Debt (excluding vendor financing) | () | | | () | |
| Principal payments on operating-related vendor financing | () | | | () | |
| Principal payments on capital-related vendor financing | () | | | () | |
| Principal payments on finance leases | () | | | () | |
|
| Repurchases of Liberty Global common shares | () | | | () | |
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| Other financing activities, net | () | | | () | |
| Net cash used by financing activities of continuing operations | () | | | () | |
| Net cash used by financing activities of discontinued operations | | | | () | |
| Net cash used by financing activities | $ | () | | | $ | () | |
The accompanying notes are an integral part of these condensed consolidated financial statements.
8
LIBERTY GLOBAL LTD.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS — (Continued)
(unaudited)
| | | | | | | | | | | |
| Three months ended March 31, |
| 2025 | | 2024 |
| in millions |
| | | |
| Effect of exchange rate changes on cash and cash equivalents and restricted cash: | | | |
| Continuing operations | $ | | | | $ | () | |
| Discontinued operations | | | | () | |
| Total | | | | () | |
| | | |
| Net increase (decrease) in cash and cash equivalents and restricted cash: | | | |
| Continuing operations | | | | () | |
| Discontinued operations | | | | () | |
| Total | | | | () | |
| | | |
| Cash and cash equivalents and restricted cash: | | | |
| Beginning of period | | | | | |
| Net increase (decrease) | | | | () | |
| End of period | $ | | | | $ | | |
| | | |
| Cash paid for interest: | | | |
| Continuing operations | $ | | | | $ | | |
| Discontinued operations | | | | | |
| Total | $ | | | | $ | | |
| Net cash paid for taxes: | | | |
| Continuing operations | $ | | | | $ | | |
| Discontinued operations | | | | | |
| Total | $ | | | | $ | | |
| | | |
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 | | | | | |
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))) )| | | | $ | | |
______________
(a)We completed the sale of our investment in Lacework during the third quarter of 2024.
LIBERTY GLOBAL LTD.
Notes to Condensed Consolidated Financial Statements — (Continued)
March 31, 2025
(unaudited)
| | $ | | | | $ | | | | $ | | | | $ | () | | | $ | | | | Government bonds | | | | | | | | | | | | | | | | | |
| Certificates of deposit | | | | | | | | | | | | | | | | | |
| Corporate debt securities | | | | | | | | | | | | | | | | | |
| Structured note (a) | (a) | | (a) | | | | | (a) | | (a) | | | |
| Other debt securities | | | | | | | | | | | | | | | | | |
| Total debt securities | $ | | | | $ | | | | $ | | | | $ | | | | $ | | | | $ | | |
______________
(a)Amounts represent an investment in a leveraged structured note issued by a third-party investment bank, which is accounted for at fair value and has a scheduled maturity date of October 1, 2026. The return on the leveraged structured note is based on changes in the fair value of a proportionate amount of debt issued by various Liberty Global consolidated subsidiaries and affiliates (including the VMO2 JV and the VodafoneZiggo JV). The proportionate amount of debt associated with the return on the leveraged structured note may change from time to time as a result of open market purchases, privately negotiated transactions, tender offers, exchange offers, redemptions or prepayments, in each case, completed by Liberty Global consolidated subsidiaries and affiliates. While the structured note itself contains leverage, our at-risk investment is the estimated fair value as reported. During 2024, we invested an additional $ million and redeemed $ million of the leveraged structured note. The proportionate amount of debt issued by Liberty Global consolidated subsidiaries and affiliates associated with the return on the leveraged structured note is summarized in the following table:
| | | | | | | | | | | | | | |
| | March 31, 2025 | | December 31, 2024 |
| | | | |
| Subsidiary: | | | | |
| Telenet | | % | | | % |
| | | | |
| Affiliate: | | | | |
VodafoneZiggo JV | | % | | | % |
VMO2 JV | | % | | | % |
| | | | |
| Other (1) | | % | | | % |
| Total | | % | | | % |
_______________
(1)Other represents cash proceeds from redemptions that remain invested in the leveraged structured note.
We received proceeds from the sale and maturities of debt securities of $ billion and $ billion during the three months ended March 31, 2025 and 2024, respectively. The sale of debt securities resulted in realized net gains (losses) of $ million and ($ million) during the three months ended March 31, 2025 and 2024, respectively.
LIBERTY GLOBAL LTD.
Notes to Condensed Consolidated Financial Statements — (Continued)
March 31, 2025
(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) | $ | | | | $ | | | | $ | | | | $ | | | | $ | | | | $ | | |
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)))| () | | | $ | | |
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 March 31, 2025, 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)
March 31, 2025
(unaudited)
| | € | | | | | | | | | | | |
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| Telenet | $ | | | (a) | | | | $ | | | | | — |
| | | | | | |
| | | | | | | _______________
(a)Includes forward-starting derivative instruments.
Interest Rate Swap Options
We have entered into various interest rate swap options (swaptions), which give either us or the bank the right, but not the obligation, to enter into certain interest rate swap contracts at set dates in the future, with each such contract having a life of no more than . 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.
LIBERTY GLOBAL LTD.
Notes to Condensed Consolidated Financial Statements — (Continued)
March 31, 2025
(unaudited)
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 | () | % |
| 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 March 31, 2025, the total U.S. dollar equivalent of the notional amounts of our foreign currency forward and option contracts was $ million.
LIBERTY GLOBAL LTD.
Notes to Condensed Consolidated Financial Statements — (Continued)
March 31, 2025
(unaudited)
(7)
LIBERTY GLOBAL LTD.
Notes to Condensed Consolidated Financial Statements — (Continued)
March 31, 2025
(unaudited)
| | $ | | | | $ | | | | $ | | | Equity-related derivative instruments | | | | | | | | | | | |
Foreign currency forward and option contracts | | | | | | | | | | | |
| | | |
Total derivative instruments | | | | | | | | | | | |
| Investments: | | | | | | | |
SMAs | | | | | | | | | | | |
| Other investments | | | | | | | | | | | |
Total investments | | | | | | | | | | | |
| Total assets | $ | | | | $ | | | | $ | | | | $ | | |
| | | | | | | | |
| Liabilities: | | | | | | | |
| Derivative instruments: | | | | | | | |
| Cross-currency and interest rate derivative contracts | $ | | | | $ | | | | $ | | | | $ | | |
| | | |
| Foreign currency forward and option contracts | | | | | | | | | | | |
Other | | | | | | | | | | | |
| | | |
| | | |
| Total liabilities | $ | | | | $ | | | | $ | | | | $ | | |
LIBERTY GLOBAL LTD.
Notes to Condensed Consolidated Financial Statements — (Continued)
March 31, 2025
(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 | $ | | | | $ | | | | $ | | | | $ | | |
| | | |
| Foreign currency forward and option contracts | | | | | | | | | | | |
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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.
LIBERTY GLOBAL LTD.
Notes to Condensed Consolidated Financial Statements — (Continued)
March 31, 2025
(unaudited)
| | $ | () | | | $ | | | | $ | | | | $ | () | | | $ | | | | Customer relationships | | | | () | | | | | | | | | () | | | | |
| Other | | | | () | | | | | | | | | () | | | | |
| Total | $ | | | | $ | () | | | $ | | | | $ | | | | $ | () | | | $ | | |
_______________
(a)Primarily includes amounts related to (i) certain mobile spectrum licenses and (ii) a licensing agreement with the Federation Internationale l’Automobile that provides Formula E with the exclusive rights to operate an electric motor racing championship.
LIBERTY GLOBAL LTD.
Notes to Condensed Consolidated Financial Statements — (Continued)
March 31, 2025
(unaudited)
(9)
% | | € | | | | $ | | | | $ | | | | $ | | | | Telenet Senior Secured Notes | | % | | — | | | — | | | | | | | |
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))))) ))) )) | | () | |
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| () | | | $ | | |
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| | (36.4) | |
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| | 19.4 | | | 20.4 | |
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| | 0.2 | | | (3.6) | |
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| % | | 46.6 | % |
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:
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| (27.8) | |
On an organic basis, our consolidated residential mobile non-subscription revenue decreased $8.9 million or 19.2% during the three months ended March 31, 2025, as compared to the corresponding period in 2024, primarily due to a decrease at Telenet.
B2B revenue. On an organic basis, our consolidated B2B non-subscription revenue increased $5.3 million or 5.3% during the three months ended March 31, 2025, as compared to the corresponding period in 2024, primarily due to an increase at Telenet.
Other revenue. On an organic basis, our consolidated other revenue decreased $10.7 million or 2.8% during the three months ended March 31, 2025, as compared to the corresponding period in 2024, primarily due to lower revenue earned from the sale of CPE to the VMO2 JV and the VodafoneZiggo JV.
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 March 31, | | Increase (decrease) | | Organic increase (decrease) |
| | 2025 | | 2024 | | $ | | % | | $ | | % |
| | in millions, except percentages |
| | | | | | | | | | | |
Telenet | $ | 202.1 | | | $ | 198.6 | | | $ | 3.5 | | | 1.8 | | | $ | 9.6 | | | 4.8 | |
VM Ireland | 34.1 | | | 37.4 | | | (3.3) | | | (8.8) | | | (2.3) | | | (6.1) | |
| Total consolidated reportable segments | 236.2 | | | 236.0 | | | 0.2 | | | 0.1 | | | | | |
| Plus: all other category | 180.7 | | | 178.5 | | | 2.2 | | | 1.2 | | | | | |
| Less: elimination of intercompany consolidated programming and other direct costs of services | (13.5) | | | (20.0) | | | 6.5 | | | N.M. | | | | |
| Total consolidated | $ | 403.4 | | | $ | 394.5 | | | $ | 8.9 | | | 2.3 | | | $ | (33.5) | | | (7.6) | % |
_______________
N.M. — Not Meaningful.
Our programming and other direct costs of services increased $8.9 million or 2.3% during the three months ended March 31, 2025, as compared to the corresponding period in 2024. This increase includes an increase of $43.9 million attributable to the impact of the Formula E Acquisition. On an organic basis, our programming and other direct costs of services decreased $33.5 million or 7.6%. This decrease includes the following factors:
•A decrease in costs of $22.9 million related to lower sales of CPE to the VMO2 JV;
•A decrease in costs of $18.1 million related to lower sales of CPE to the VodafoneZiggo JV;
•An increase in programming and copyright costs of $13.1 million or 8.7%, primarily attributable to higher costs for certain content at Telenet;
•A decrease in interconnect and access costs of $4.4 million or 17.6%, primarily due to lower interconnect and mobile roaming costs at Telenet; and
•A decrease in mobile handset and other device costs of $3.9 million or 1.2%, primarily due to lower sales volumes 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 March 31, | | Increase (decrease) | | Organic increase (decrease) |
| | 2025 | | 2024 | | $ | | % | | $ | | % |
| | in millions, except percentages |
| | | | | | | | | | | |
Telenet | $ | 130.7 | | | $ | 135.0 | | | $ | (4.3) | | | (3.2) | | | $ | (0.3) | | | (0.2) | |
VM Ireland | 32.3 | | | 30.8 | | | 1.5 | | | 4.9 | | | 2.5 | | | 8.1 | |
| Total consolidated reportable segments | 163.0 | | | 165.8 | | | (2.8) | | | (1.7) | | | | | |
| Plus: all other category | 35.0 | | | 27.6 | | | 7.4 | | | 26.8 | | | | | |
| Less: elimination of intercompany consolidated other operating expenses | (9.7) | | | (7.9) | | | (1.8) | | | N.M. | | | | |
| Total consolidated (excluding share-based compensation expense) | 188.3 | | | 185.5 | | | 2.8 | | | 1.5 | | | $ | 3.6 | | | 1.9 | |
| Share-based compensation expense | 2.9 | | | 4.6 | | | (1.7) | | | (37.0) | | | | | |
| Total | $ | 191.2 | | | $ | 190.1 | | | $ | 1.1 | | | 0.6 | | | | | |
_______________
N.M. — Not Meaningful.
Our other operating expenses (exclusive of share-based compensation expense) increased $2.8 million or 1.5% during the three months ended March 31, 2025, as compared to the corresponding period in 2024. On an organic basis, our other operating expenses increased $3.6 million or 1.9%. This increase includes the following factors:
•An increase in personnel costs of $4.4 million or 7.6%, primarily due to higher average costs per employee at Telenet;
•An increase in service delivery platform costs of $2.3 million or 42.7%, primarily related to higher CPE software costs; and
•An increase in core network and information technology-related costs of $2.0 million or 12.8%, primarily due to the net effect of (i) higher information technology-related costs, including increases at Telenet and VM Ireland, and (ii) lower leased bandwidth costs at Telenet.
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 March 31, | | Increase (decrease) | | Organic increase (decrease) |
| | 2025 | | 2024 | | $ | | % | | $ | | % |
| | in millions, except percentages |
| | | | | | | | | | | |
Telenet | $ | 125.3 | | | $ | 120.6 | | | $ | 4.7 | | | 3.9 | | | $ | 8.7 | | | 7.2 | |
VM Ireland | 12.2 | | | 14.8 | | | (2.6) | | | (17.6) | | | (2.2) | | | (14.9) | |
| Total consolidated reportable segments | 137.5 | | | 135.4 | | | 2.1 | | | 1.6 | | | | | |
| Plus: all other category | 119.6 | | | 94.4 | | | 25.2 | | | 26.7 | | | | | |
| Less: elimination of intercompany consolidated SG&A expenses | (2.2) | | | (1.5) | | | (0.7) | | | N.M. | | | | |
| Total consolidated (excluding share-based compensation expense) | 254.9 | | | 228.3 | | | 26.6 | | | 11.7 | | | $ | 0.9 | | | 0.3 | |
| Share-based compensation expense | 30.5 | | | 34.4 | | | (3.9) | | | (11.3) | | | | | |
| Total | $ | 285.4 | | | $ | 262.7 | | | $ | 22.7 | | | 8.6 | | | | | |
_______________
N.M. — Not Meaningful.
Supplemental SG&A expense information
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| (70.5) | | | $ | (13.6) | |
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(1)Includes interest expense of $187.7 million and $206.4 million, in the respective periods shown.
The change in the VodafoneZiggo JV’s revenue during the three months ended March 31, 2025, as compared to the corresponding period in 2024, is primarily due to the net effect of (i) a decrease in residential fixed revenue, (ii) a decrease in mobile revenue and (iii) an increase in B2B fixed revenue. The change in the VodafoneZiggo JV’s Adjusted EBITDA during the three months ended March 31, 2025, as compared to the corresponding period in 2024, is primarily due to the net effect of (a) the aforementioned change in revenue, (b) higher programming costs, (c) an increase in labor costs, (d) cost control measures in customer service, IT and procurement and (e) lower energy costs. In addition, the reported revenue and Adjusted EBITDA amounts are impacted by FX.
(c)Includes our share of results of Formula E prior to the Formula E Acquisition Date.
(d)We completed the sale of our investment in All3Media during the second quarter of 2024.
Other income, net
We recognized other income, net, of $19.4 million and $36.4 million during the three months ended March 31, 2025 and 2024, respectively. These amounts include interest and dividend income of $18.4 million and $36.3 million, respectively.
Income tax benefit (expense)
We recognized income tax benefit (expense) of $70.0 million and ($42.8 million) during the three months ended March 31, 2025 and 2024, respectively.
The income tax benefit during the three months ended March 31, 2025 differs from the expected income tax benefit of $209.0 million (based on the Bermuda statutory income tax rate of 15.0%), primarily due to the net negative impact of (i) non-deductible or non-taxable foreign currency exchange results and (ii) certain permanent differences between the financial and tax accounting treatment of items associated with investments in subsidiaries and affiliates. The net negative impact of these items was partially offset by the net positive impact of (a) statutory rates in certain jurisdictions in which we operate that are different than the Bermuda statutory income tax rate and (b) a net decrease in valuation allowances.
The income tax expense during the three months ended March 31, 2024 differs from the expected income tax expense of $169.3 million (based on the U.K. statutory income tax rate of 25.0%), primarily due to the net positive impact of non-deductible or non-taxable foreign currency exchange results, partially offset by the net negative impact of certain permanent differences between the financial and tax accounting treatment of interest and other expenses.
For additional information concerning our income taxes, see note 11 to our condensed consolidated financial statements.
Earnings (loss) from continuing operations
During the three months ended March 31, 2025 and 2024, we reported earnings (loss) from continuing operations of ($1,323.3 million) and $634.5 million, respectively, consisting of (i) operating income (loss) of $60.7 million and ($12.3 million), respectively, (ii) net non-operating income (expense) of ($1,454.0 million) and $689.6 million, respectively, and (iii) income tax benefit (expense) of $70.0 million and ($42.8 million), respectively.
Gains or losses associated with (i) changes in the fair values of derivative instruments, (ii) movements in foreign currency exchange rates and (iii) the disposition of assets and changes in ownership are subject to a high degree of volatility and, as such, any gains from these sources do not represent a reliable source of income. In the absence of significant gains in the future from these sources or from other non-operating items, our ability to achieve earnings is largely dependent on our ability to increase our aggregate operating income to a level that more than offsets the aggregate amount of our (a) interest expense, (b) other non-operating expenses and (c) income tax expense.
Due largely to the fact that we seek to maintain our debt at levels that provide for attractive equity returns, as discussed under Material Changes in Financial Condition — Capitalization below, we expect we will continue to report significant levels of interest expense for the foreseeable future. For information concerning our expectations with respect to trends that may affect certain aspects of our operating results in future periods, see the discussion under Overview above. For information concerning the reasons for changes in specific line items in our condensed consolidated statements of operations, see Discussion and Analysis of our Reportable Segments and Discussion and Analysis of our Consolidated Operating Results above.
Loss from discontinued operations, net of taxes
We reported loss from discontinued operations, net of taxes, of $107.5 million during the three months ended March 31, 2024 related to the operations of the Sunrise Entities. For additional information, see note 4 to our condensed consolidated financial statements.
Net earnings attributable to noncontrolling interests
Net earnings attributable to noncontrolling interests was $14.0 million and $17.0 million during the three months ended March 31, 2025 and 2024, respectively, attributable to certain noncontrolling interests at Telenet and Formula E.
Material Changes in Financial Condition
Sources and Uses of Cash
We are a holding company that is dependent on the capital resources of our subsidiaries to satisfy our liquidity requirements at the corporate level. Each of our significant operating subsidiaries is separately financed within one of our two subsidiary “borrowing groups”. These borrowing groups include the respective restricted parent and subsidiary entities within Telenet and VM Ireland. Although our borrowing groups typically generate cash from operating activities, the terms of the instruments governing the indebtedness of these borrowing groups may restrict our ability to access the liquidity of these subsidiaries. In addition, our ability to access the liquidity of these and other subsidiaries may be limited by tax and legal considerations, the presence of noncontrolling interests and other factors.
Cash, cash equivalents and SMAs
The details of the U.S. dollar equivalent balances of our consolidated cash and cash equivalents and investments held under SMAs at March 31, 2025 are set forth in the following table (in millions):
| | | | | |
| Cash and cash equivalents held by: | |
Liberty Global and unrestricted subsidiaries: | |
Liberty Global (a) | $ | 0.5 | |
| Unrestricted subsidiaries (b) | 849.3 | |
Total Liberty Global and unrestricted subsidiaries | 849.8 | |
| Borrowing groups (c): | |
Telenet | 1,119.9 | |
VM Ireland | 12.9 | |
Total borrowing groups | 1,132.8 | |
| Total cash and cash equivalents (d) | 1,982.6 | |
Investments held under SMAs (e) | 77.9 | |
Total cash and cash equivalents and investments held under SMAs | $ | 2,060.5 | |
_______________
(a)Represents the amount held by Liberty Global on a standalone basis.
(b)Represents the aggregate amount held by subsidiaries that are outside of our borrowing groups.
(c)Represents the aggregate amounts held by the parent entity and restricted subsidiaries of our borrowing groups.
(d)The total cash and cash equivalents balance includes $1,214.3 million or 61.2% and $742.0 million or 37.4% denominated in euros and U.S. dollars, respectively.
(e)The balance of our investments held under SMAs is held by unrestricted subsidiaries of Liberty Global and includes $69.7 million or 89.5% denominated in U.S. dollars.
For additional information regarding our cash and cash equivalents and investments held under SMAs, see the discussion under Part I, Item 3. Quantitative and Qualitative Disclosures about Market Risk — Cash and Investments below.
Liquidity of Liberty Global and its unrestricted subsidiaries
The $0.5 million of cash held by Liberty Global and, subject to certain tax and legal considerations, the $849.3 million of aggregate cash and cash equivalents held by unrestricted subsidiaries, together with the $77.9 million of investments held under SMAs, represented available liquidity at the corporate level at March 31, 2025. Our remaining cash and cash equivalents of $1,132.8 million at March 31, 2025 were held by our borrowing groups, as set forth in the table above. As noted above, various factors may limit our ability to access the cash of our borrowing groups. For information regarding certain limitations imposed by our subsidiaries’ debt instruments at March 31, 2025, see note 9 to our condensed consolidated financial statements.
Our short-term sources of corporate liquidity include (i) readily available assets, such as (a) cash and cash equivalents held by Liberty Global and, subject to certain tax and legal considerations, Liberty Global’s unrestricted subsidiaries, and (b) investments held under SMAs, and (ii) funds derived from other items, such as (a) interest and dividend income received on our and, subject to certain tax and legal considerations, our unrestricted subsidiaries’ cash and cash equivalents and investments, including dividend distributions received from the VMO2 JV or the VodafoneZiggo JV, (b) cash received with respect to transitional and other services provided to various third parties and affiliates and (c) interest received with respect to the VodafoneZiggo JV Receivables.
From time to time, Liberty Global and its unrestricted subsidiaries may also receive (i) proceeds in the form of dividend distributions or loan repayments from Liberty Global’s borrowing groups or affiliates (including amounts from the VMO2 JV or the VodafoneZiggo JV) upon (a) the completion of recapitalizations, refinancings, asset sales or similar transactions by these entities or (b) the accumulation of excess cash from operations or other means, (ii) proceeds upon the disposition of investments and other assets of Liberty Global and its unrestricted subsidiaries and (iii) proceeds in connection with the incurrence of debt by Liberty Global or its unrestricted subsidiaries or the issuance of equity securities by Liberty Global, including equity securities issued to satisfy subsidiary obligations. No assurance can be given that any external funding would be available to Liberty Global or its unrestricted subsidiaries on favorable terms, or at all.
At March 31, 2025, our consolidated cash and cash equivalents included $1,982.1 million held by entities that are domiciled outside of Bermuda. Based on our assessment of our ability to access the liquidity of our subsidiaries on a tax efficient basis and our expectations with respect to our corporate liquidity requirements, we do not anticipate that tax considerations will adversely impact our corporate liquidity over the next 12 months. Our ability to access the liquidity of our subsidiaries on a tax efficient basis is a consideration in assessing the extent of our share repurchase program.
In addition, the amount of cash we receive from our subsidiaries and affiliates to satisfy U.S. dollar-denominated liquidity requirements is impacted by fluctuations in exchange rates, particularly with regard to the translation of euros and British pound sterling into U.S. dollars. In this regard, the strengthening (weakening) of the U.S. dollar against these currencies will result in decreases (increases) in the U.S. dollars received from the applicable subsidiaries and affiliates to fund the repurchase of our equity securities and other U.S. dollar-denominated liquidity requirements.
Our short- and long-term liquidity requirements include (i) corporate general and administrative expenses, (ii) interest payments on the Vodafone Collar Loan and (iii) principal payments on the Vodafone Collar Loan to the extent not settled through the delivery of the underlying shares. In addition, Liberty Global and its unrestricted subsidiaries may require cash in connection with (a) the repayment of third-party and intercompany debt, (b) the satisfaction of contingent liabilities, (c) acquisitions, (d) the repurchase of equity and debt securities, (e) other investment opportunities, (f) any funding requirements of our subsidiaries and affiliates or (g) income tax payments.
During the three months ended March 31, 2025, the aggregate amount of our share repurchases, including direct acquisition costs, was $38.8 million. Under our current share repurchase program, we are authorized during 2025 to repurchase up to 10% of our total outstanding shares as of December 31, 2024. For additional information regarding our share repurchase programs, see note 12 to our condensed consolidated financial statements.
Liquidity of borrowing groups
The cash and cash equivalents of our borrowing groups are detailed in the table above. In addition to cash and cash equivalents, the primary sources of liquidity of our borrowing groups are cash provided by operations and borrowing availability under their respective debt instruments. For the details of the borrowing availability of our borrowing groups at March 31, 2025, see note 9 to our condensed consolidated financial statements. The aforementioned sources of liquidity may be supplemented in certain cases by contributions and/or loans from Liberty Global and its unrestricted subsidiaries.
The liquidity of our borrowing groups generally is used to fund (i) property and equipment additions, (ii) debt service requirements and (iii) income tax payments, as well as to settle certain obligations that are not included on our March 31, 2025 condensed consolidated balance sheet. In this regard, we have significant commitments related to (a) purchase obligations associated with CPE and certain service-related commitments, (b) programming, studio output and sports rights contracts and (c) certain operating costs associated with our networks. These obligations are expected to represent a significant liquidity requirement of our borrowing groups, a significant portion of which is due over the next 12 to 24 months. For additional information regarding our commitments, see note 15 to our condensed consolidated financial statements.
From time to time, our borrowing groups may also require liquidity in connection with (i) acquisitions and other investment opportunities, (ii) loans to Liberty Global or its unrestricted subsidiaries, (iii) capital distributions to Liberty Global and other equity owners or (iv) the satisfaction of contingent liabilities. No assurance can be given that any external funding would be available to our borrowing groups on favorable terms, or at all.
For additional information regarding our consolidated cash flows, see the discussion under Condensed Consolidated Statements of Cash Flows below.
Capitalization
We seek to maintain our debt at levels that provide for attractive equity returns without assuming undue risk. In this regard, we generally seek to cause our operating subsidiaries to maintain their debt at levels that result in a consolidated debt balance (excluding the Vodafone Collar Loan and measured using subsidiary debt figures at swapped foreign currency exchange rates, consistent with the covenant calculation requirements of our subsidiary debt agreements) that is between four and five times our consolidated Adjusted EBITDA, although the timing of our acquisitions and financing transactions and the interplay of average and spot foreign currency rates may impact this ratio. Consolidated Adjusted EBITDA is a non-GAAP measure, which investors should view as a supplement to, and not a substitute for, GAAP measures of performance included in our condensed consolidated statements of operations.
Our ability to service or refinance our debt and to maintain compliance with the leverage covenants in the credit agreements and indentures of our borrowing groups is dependent primarily on our ability to maintain or increase the Adjusted EBITDA of our operating subsidiaries and to achieve adequate returns on our property and equipment additions and acquisitions. In addition, our ability to obtain additional debt financing is limited by the incurrence-based leverage covenants contained in the various debt instruments of our borrowing groups. For example, if the Adjusted EBITDA of one of our borrowing groups were to decline, our ability to obtain additional debt could be limited. Under our credit facilities and senior secured notes there is no cross-default risk between subsidiary borrowing groups in the event that one or more of our borrowing groups were to experience significant declines in their Adjusted EBITDA to the extent they were no longer able to service their debt obligations. Any mandatory prepayment events or events of default that may occur would only impact the relevant borrowing group in which these events occur and do not allow for any recourse to other borrowing groups or Liberty Global Ltd. Our credit facilities and senior secured notes require that certain members of the relevant borrowing group guarantee the payment of all sums payable thereunder and such group members are required to grant first-ranking security over their shares or, in certain borrowing groups, over substantially all of their assets to secure the payment of all sums payable thereunder. At March 31, 2025, each of our borrowing groups was in compliance with its debt covenants. In addition, we do not anticipate any instances of non-compliance with respect to the debt covenants of our borrowing groups that would have a material adverse impact on our liquidity during the next 12 months.
At March 31, 2025, the outstanding principal amount of our consolidated debt, together with our finance lease obligations, aggregated $9.4 billion, including $1.1 billion that is classified as current on our condensed consolidated balance sheet and $3.0 billion that is not due until 2029 or thereafter. All of our consolidated debt and finance lease obligations have been borrowed or incurred by our subsidiaries at March 31, 2025.
We believe we have sufficient resources to repay or refinance the current portion of our debt and finance lease obligations and to fund our foreseeable liquidity requirements during the next 12 months. However, as our maturing debt grows in later years, we anticipate we will seek to refinance or otherwise extend our debt maturities. No assurance can be given that we will be able to complete these refinancing transactions or otherwise extend our debt maturities. In this regard, it is not possible to predict how political and economic conditions, sovereign debt concerns or any adverse regulatory developments could impact the credit and equity markets we access and, accordingly, our future liquidity and financial position. Our ability to access debt financing on favorable terms, or at all, could be adversely impacted by (i) the financial failure of any of our counterparties, which could (a) reduce amounts available under committed credit facilities and (b) adversely impact our ability to access cash deposited with any failed financial institution, and (ii) tightening of the credit markets. In addition, any weakness in the equity markets could make it less attractive to use our shares to satisfy contingent or other obligations, and sustained or increased competition, particularly in combination with adverse economic or regulatory developments, could have an unfavorable impact on our cash flows and liquidity.
For additional information concerning our debt and finance lease obligations, see notes 9 and 10, respectively, to our condensed consolidated financial statements.
Condensed Consolidated Statements of Cash Flows
General. Our cash flows are subject to significant variations due to FX.
Summary. The condensed consolidated statements of cash flows of our continuing operations for the three months ended March 31, 2025 and 2024 are summarized as follows:
| | | | | | | | | | | | | | | | | |
| Three months ended March 31, | | |
| 2025 | | 2024 | | Change |
| in millions |
| | | | | |
| Net cash provided by operating activities | $ | 129.2 | | | $ | 91.3 | | | $ | 37.9 | |
| Net cash provided (used) by investing activities | 52.5 | | | (63.9) | | | 116.4 | |
| Net cash used by financing activities | (66.2) | | | (240.7) | | | 174.5 | |
| Effect of exchange rate changes on cash and cash equivalents and restricted cash | 50.8 | | | (24.0) | | | 74.8 | |
| Net increase (decrease) in cash and cash equivalents and restricted cash | $ | 166.3 | | | $ | (237.3) | | | $ | 403.6 | |
Operating Activities. The increase in net cash provided by operating activities is primarily attributable to the net effect of (i) an increase in cash provided by our Adjusted EBITDA and related working capital items, (ii) an increase in cash provided due to lower payments for taxes, (iii) a decrease in cash provided due to lower receipts of interest and (iv) a decrease in cash provided due to lower net cash receipts related to derivative instruments. 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.
Investing Activities. The change in net cash provided (used) by investing activities is primarily attributable to an increase in cash of $134.5 million associated with higher net cash received from the sale of our investments held under SMAs.
The capital expenditures we report in our condensed consolidated statements of cash flows do not include amounts that are financed under capital-related vendor financing or finance lease arrangements. Instead, these amounts are reflected as non-cash additions to our property and equipment when the underlying assets are delivered and as repayments of debt when the principal is repaid. In this discussion, we refer to (i) our capital expenditures as reported in our condensed consolidated statements of cash flows, which exclude amounts financed under capital-related vendor financing or finance lease arrangements, and (ii) our total consolidated property and equipment additions, which include our capital expenditures on an accrual basis and amounts financed under capital-related vendor financing or finance lease arrangements. For further details regarding our property and equipment additions, see note 16 to our condensed consolidated financial statements. A reconciliation of our consolidated property and equipment additions to our consolidated capital expenditures, as reported in our condensed consolidated statements of cash flows, is set forth below:
| | | | | | | | | | | |
| | Three months ended March 31, |
| | 2025 | | 2024 |
| in millions |
| | | |
| Property and equipment additions | $ | 285.6 | | | $ | 221.0 | |
Assets acquired under capital-related vendor financing arrangements | (20.6) | | | (30.6) | |
| Assets acquired under finance leases | — | | | (0.5) | |
Changes in current liabilities related to capital expenditures | (21.7) | | | 16.2 | |
| Capital expenditures, net | $ | 243.3 | | | $ | 206.1 | |
The increase in our property and equipment additions during the three months ended March 31, 2025, as compared to the corresponding period in 2024, is primarily due to an increase in local currency expenditures of our subsidiaries primarily due to the net effect of (i) an increase in new build and upgrade projects and (ii) a decrease in expenditures to support new customer products and operational efficiency initiatives.
Financing Activities. The decrease in net cash used by financing activities is primarily attributable to a decrease in cash used of $138.4 million due to lower repurchases of Liberty Global common shares.
Adjusted Free Cash Flow
We define adjusted free cash flow as net cash provided by operating activities of our continuing operations, plus operating-related vendor financed expenses (which represents an increase in the period to our actual cash available as a result of extending vendor payment terms beyond normal payment terms, which are typically 90 days or less, through non-cash financing activities), less (i) cash payments in the period for capital expenditures, (ii) principal payments on operating- and capital-related amounts financed by vendors and intermediaries (which represents a decrease in the period to our actual cash available as a result of paying amounts to vendors and intermediaries where we previously had extended vendor payments beyond the normal payment terms) and (iii) principal payments on finance leases (which represents a decrease in the period to our actual cash available), each as reported in our condensed consolidated statements of cash flows, with each item excluding any cash provided or used by our discontinued operations. Net cash provided by operating activities of our continuing operations includes cash paid for third-party costs directly associated with successful and unsuccessful acquisitions and dispositions of $0.8 million and $5.2 million during the three months ended March 31, 2025 and 2024, respectively.
We believe our presentation of adjusted free cash flow, which is a non-GAAP measure, provides useful information to our investors because this measure can be used to gauge our ability to (i) service debt and (ii) fund new investment opportunities after consideration of all actual cash payments related to our working capital activities and expenses that are capital in nature whether paid inside normal vendor payment terms or paid later outside normal vendor payment terms (in which case we typically pay in less than 365 days). Adjusted free cash flow should not be understood to represent our ability to fund discretionary amounts, as we have various mandatory and contractual obligations, including debt repayments, that are not deducted to arrive at these amounts. Investors should view adjusted free cash flow as a supplement to, and not a substitute for, GAAP measures of liquidity included in our condensed consolidated statements of cash flows. Further, our adjusted free cash flow may differ from how other companies define and apply their definition of adjusted free cash flow.
The following table provides the details of our adjusted free cash flow:
| | | | | | | | | | | |
| | Three months ended March 31, |
| | 2025 | | 2024 |
| in millions |
| | | |
| Net cash provided by operating activities of our continuing operations | $ | 129.2 | | | $ | 91.3 | |
| Operating-related vendor financing additions (a) | 71.2 | | | 97.4 | |
| Cash capital expenditures, net | (243.3) | | | (206.1) | |
| Principal payments on operating-related vendor financing | (86.4) | | | (101.0) | |
| Principal payments on capital-related vendor financing | (10.0) | | | (32.5) | |
| Principal payments on finance leases | (1.9) | | | (0.9) | |
| Adjusted free cash flow | $ | (141.2) | | | $ | (151.8) | |
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(a)For purposes of our condensed consolidated statements of cash flows, operating-related vendor financing additions represent operating-related expenses financed by an intermediary that are treated as constructive operating cash outflows and constructive financing cash inflows when the intermediary settles the liability with the vendor. When we pay the financing intermediary, we record financing cash outflows in our consolidated statements of cash flows. For purposes of our adjusted free cash flow definition, we (i) add in the constructive financing cash inflow when the intermediary settles the liability with the vendor as our actual net cash available at that time is not affected and (ii) subsequently deduct the related financing cash outflow when we actually pay the financing intermediary, reflecting the actual reduction to our cash available to service debt or fund new investment opportunities.
Item 3.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
General
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.
We are exposed to market risk in the normal course of our business operations due to our investments in various foreign countries and ongoing investing and financing activities. Market risk refers to the risk of loss arising from adverse changes in foreign currency exchange rates, interest rates and stock prices. The risk of loss can be assessed from the perspective of adverse changes in fair values, cash flows and future earnings. As further described below, we have established policies, procedures and processes governing our management of market risks and the use of derivative instruments to manage our exposure to such risks.
The information in this section should be read in conjunction with the more complete discussion that appears under Part II, Item 7A. Quantitative and Qualitative Disclosures About Market Risk in our 2024 10-K. The following discussion updates selected numerical information to March 31, 2025.
Unless otherwise indicated, convenience translations into U.S. dollars are calculated as of March 31, 2025.
Cash and Investments
We invest our cash in highly liquid instruments that meet high credit quality standards. We are exposed to exchange rate risk to the extent that the denominations of our cash and cash equivalent balances, revolving lines of credit and other short-term sources of liquidity do not correspond to the denominations of our and our subsidiaries’ short-term liquidity requirements. In order to mitigate this risk, we actively manage the denominations of our cash balances in light of our and our subsidiaries’ forecasted liquidity requirements. At March 31, 2025, $1,214.3 million or 61.2% and $742.0 million or 37.4% of our consolidated cash balance was denominated in euros and U.S. dollars, respectively, and $69.7 million or 89.5% of our consolidated balance of investments held under SMAs was denominated in U.S. dollars.
We are exposed to market price fluctuations related to our investment in Vodafone shares, which had an aggregate value of $1,256.2 million at March 31, 2025. Our exposure to market risk is limited for our Vodafone shares, all which are held through the Vodafone Collar. For information regarding the Vodafone Collar, Vodafone Collar Loan and our investment in Vodafone shares, see note 5 to our condensed consolidated financial statements.
Foreign Currency Risk
We are exposed to foreign currency exchange rate risk with respect to our consolidated debt in situations where our debt is denominated in a currency other than the functional currency of the operations whose cash flows support our ability to repay or refinance such debt. For information regarding our use of derivative instruments to manage our foreign currency exchange rate risk, see note 6 to our condensed consolidated financial statements.
The relationships between the primary currencies of the countries in which we operate and the U.S. dollar, which is our reporting currency, are shown below, per one U.S. dollar:
| | | | | | | | | | | |
| March 31, 2025 | | December 31, 2024 |
| | | |
| Spot rates: | | | |
| Euro | 0.9249 | | | 0.9663 | |
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| British pound sterling | 0.7747 | | | 0.7988 | |
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| | 0.9211 | |
| | | |
| | 0.7886 | |
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_______________ | | | | | |
| * | 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: | May 2, 2025 | | /s/ MICHAEL T. FRIES |
| | | Michael T. Fries President and Chief Executive Officer |
| | |
| Dated: | May 2, 2025 | | /s/ CHARLES H.R. BRACKEN |
| | | Charles H.R. Bracken Executive Vice President and Chief Financial Officer |
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