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Liberty Global Ltd.

Liberty Global Ltd.LBTYAEarnings & Financial Report

Nasdaq · Communication Services · Cable & Other Pay Television Services

Liberty Global Ltd. is a British-Dutch-American multinational telecommunications company domiciled in Bermuda, with headquarters in London, Amsterdam and Denver. Its respective legal names are Liberty Global Holdings Limited (UK), Liberty Global B.V. (Netherlands) and Liberty Global, Inc., with the first of these being publicly traded. It was formed in 2005 by the merger of the international arm of Liberty Media and UnitedGlobalCom (UGC).

What changed in Liberty Global Ltd.'s 10-K — 2022 vs 2023

Top changes in Liberty Global Ltd.'s 2023 10-K

615 paragraphs added · 613 removed · 508 edited across 6 sections

Item 1. Business

Business — how the company describes what it does

159 edited+27 added−43 removed134 unchanged
Gain on AtlasEdge JV Transactions In connection with the AtlasEdge JV Transactions, we recognized a pre-tax gain during 2021 of $227.5 million, net of the recognition of a cumulative foreign currency translation loss of $1.8 million. For additional information, see note 6 to our consolidated financial statements.
Gain on AtlasEdge JV Transactions In connection with the AtlasEdge JV Transactions, we recognized a pre-tax gain of $227.5 million during 2021, net of the recognition of a cumulative foreign currency translation loss of $1.8 million. For additional information, see note 6 to our consolidated financial statements.
II-29 Adjusted Free Cash Flow We define adjusted free cash flow as net cash provided by the operating activities of our continuing operations, plus operating-related vendor financed expenses (which represents an increase in the period to our actual cash available as a result of extending vendor payment terms beyond normal payment terms, which are typically 90 days or less, through non-cash financing activities), less (i) cash payments in the period for capital expenditures, (ii) principal payments on operating- and capital-related amounts financed by vendors and intermediaries (which represents a decrease in the period to our actual cash available as a result of paying amounts to vendors and intermediaries where we previously had extended vendor payments beyond the normal payment terms) and (iii) principal payments on finance leases (which represents a decrease in the period to our actual cash available), each as reported in our consolidated statements of cash flows with each item excluding any cash provided or used by our discontinued operations.
II-28 Adjusted Free Cash Flow We define adjusted free cash flow as net cash provided by the operating activities of our continuing operations, plus operating-related vendor financed expenses (which represents an increase in the period to our actual cash available as a result of extending vendor payment terms beyond normal payment terms, which are typically 90 days or less, through non-cash financing activities), less (i) cash payments in the period for capital expenditures, (ii) principal payments on operating- and capital-related amounts financed by vendors and intermediaries (which represents a decrease in the period to our actual cash available as a result of paying amounts to vendors and intermediaries where we previously had extended vendor payments beyond the normal payment terms) and (iii) principal payments on finance leases (which represents a decrease in the period to our actual cash available), each as reported in our consolidated statements of cash flows with each item excluding any cash provided or used by our discontinued operations.
From time to time we also use interest rate cap, floor and collar agreements and swaptions that 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.
From time to time, we also use interest rate cap, floor and collar agreements that 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.
The gain during 2022 is attributable to (i) a net gain associated with settlement discounts of $9.8 million, (ii) the write-off of $5.5 million of unamortized deferred financing costs and discounts and (iii) the payment of $1.5 million of third-party costs.
The gain during 2022 is attributable to the net effect of (i) a net gain associated with settlement discounts of $9.8 million, (ii) the write-off of $5.5 million of unamortized deferred financing costs and discounts and (iii) the payment of $1.5 million of third-party costs.
Our short-term sources of corporate liquidity include (i) cash and cash equivalents held by Liberty Global and, subject to certain tax and legal considerations, Liberty Global’s unrestricted subsidiaries, (ii) investments held under SMAs, (iii) interest and dividend income received on our and, subject to certain tax and legal considerations, our unrestricted subsidiaries’ cash and cash equivalents and investments, including dividend distributions received from the VMO2 JV or the VodafoneZiggo JV, (iv) cash received with respect to transitional and other services provided to various third parties and (v) interest payments received with respect to the VodafoneZiggo JV Receivables.
II-24 Our short-term sources of corporate liquidity include (i) cash and cash equivalents held by Liberty Global’s unrestricted subsidiaries, subject to certain tax and legal considerations, (ii) investments held under SMAs, (iii) interest and dividend income received on our and, subject to certain tax and legal considerations, our unrestricted subsidiaries’ cash and cash equivalents and investments, including dividend distributions received from the VMO2 JV or the VodafoneZiggo JV, (iv) cash received with respect to transitional and other services provided to various third parties and (v) interest payments received with respect to the VodafoneZiggo JV Receivables.
Income Tax Accounting We are required to estimate the amount of tax payable or refundable for the current year and the deferred tax assets and liabilities for the future tax consequences attributable to differences between the financial statement carrying amounts and income tax basis of assets and liabilities and the expected benefits of utilizing net operating loss and tax credit carryforwards, using enacted tax rates in effect for each taxing jurisdiction in which we operate for the year in which those temporary differences are expected to be recovered or settled.
II-31 Income Tax Accounting We are required to estimate the amount of tax payable or refundable for the current year and the deferred tax assets and liabilities for the future tax consequences attributable to differences between the financial statement carrying amounts and income tax basis of assets and liabilities and the expected benefits of utilizing net operating loss and tax credit carryforwards, using enacted tax rates in effect for each taxing jurisdiction in which we operate for the year in which those temporary differences are expected to be recovered or settled.
No assurance can be given that any external funding would be available to our borrowing groups on favorable terms, or at all. For additional information regarding our consolidated cash flows, see the discussion under Consolidated Statements of Cash Flows below. Capitalization We seek to maintain our debt at levels that provide for attractive equity returns without assuming undue risk.
No assurance can be given that any external funding would be available to our borrowing groups on favorable terms, or at all. II-25 For additional information regarding our consolidated cash flows, see the discussion under Consolidated Statements of Cash Flows below. Capitalization We seek to maintain our debt at levels that provide for attractive equity returns without assuming undue risk.
The actual amount of deferred income tax benefits realized in future periods will likely differ from the net deferred tax assets reflected in our December 31, 2022 consolidated balance sheet due to, among other factors, possible future changes in income tax law, or interpretations thereof, in the jurisdictions in which we operate and differences between estimated and actual future taxable income.
The actual amount of deferred income tax benefits realized in future periods will likely differ from the net deferred tax assets reflected in our December 31, 2023 consolidated balance sheet due to, among other factors, possible future changes in income tax law, or interpretations thereof, in the jurisdictions in which we operate and differences between estimated and actual future taxable income.
In these cases, our policy is to provide for an economic hedge against foreign currency exchange rate movements by using derivative instruments to synthetically convert unmatched debt into the applicable underlying currency. At December 31, 2022, substantially all of our debt was either directly or synthetically matched to the applicable functional currencies of the underlying operations.
In these cases, our policy is to provide for an economic hedge against foreign currency exchange rate movements by using derivative instruments to synthetically convert unmatched debt into the applicable underlying currency. At December 31, 2023, substantially all of our debt was either directly or synthetically matched to the applicable functional currencies of the underlying operations.
Based on the results of our 2022 qualitative assessment of our reporting unit carrying values, we determined that it was more-likely-than-not that fair value exceeded carrying value for all of our reporting units. During the three years ended December 31, 2022, we did not record any significant impairment charges with respect to our goodwill.
Based on the results of our 2023 qualitative assessment of our reporting unit carrying values, we determined that it was more-likely-than-not that fair value exceeded carrying value for all of our reporting units. During the three years ended December 31, 2023, we did not record any significant impairment charges with respect to our goodwill.
For additional information concerning our debt and finance lease obligations, see notes 11 and 12, respectively, to our consolidated financial statements. Consolidated Statements of Cash Flows General. Our cash flows are subject to significant variations due to FX. See related discussion under Quantitative and Qualitative Disclosures about Market Risk — Foreign Currency Risk below. Summary.
For additional information concerning our debt and finance lease obligations, see notes 11 and 12, respectively, to our consolidated financial statements. II-26 Consolidated Statements of Cash Flows General. Our cash flows are subject to significant variations due to FX. See related discussion under Quantitative and Qualitative Disclosures about Market Risk — Foreign Currency Risk below. Summary.
The actual amount of our 2023 property and equipment additions may vary from our expectations for a variety of reasons, including (i) changes in (a) the competitive or regulatory environment, (b) business plans, (c) our expected future operating results or (d) foreign currency exchange rates and (ii) the availability of sufficient capital.
The actual amount of our 2024 property and equipment additions may vary from our expectations for a variety of reasons, including (i) changes in (a) the competitive or regulatory environment, (b) business plans, (c) our expected future operating results or (d) foreign currency exchange rates and (ii) the availability of sufficient capital.
In addition, our reported operating results are impacted by changes in the exchange rates for other local currencies in Europe. We do not hedge against the risk that we may incur non-cash II-34 losses upon the translation of the financial statements of our subsidiaries and affiliates into U.S. dollars.
In addition, our reported operating results are impacted by changes in the exchange rates for other local currencies in Europe. We do not hedge against the risk that we may incur non-cash losses upon the translation of the financial statements of our subsidiaries and affiliates into U.S. dollars.
Similarly, despite only holding a 50% noncontrolling interest in both the VMO2 JV and the VodafoneZiggo JV, we present 100% of the revenue and Adjusted EBITDA of those entities in the tables below. Discussion and Analysis of our Reportable Segments General All of our reportable segments derive their revenue primarily from residential and B2B communications services.
Furthermore, despite only holding a 50% noncontrolling interest in both the VMO2 JV and the VodafoneZiggo JV, we present 100% of the revenue and Adjusted EBITDA of those entities in the tables below. Discussion and Analysis of our Reportable Segments General All of our reportable segments derive their revenue primarily from residential and B2B communications services.
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 2022 and 2021 at the end of this section.
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 2023 and 2022 at the end of this section.
At December 31, 2022, each of our borrowing groups was in compliance with its debt covenants. In addition, we do not anticipate any instances of non-compliance with respect to the debt covenants of our borrowing groups that would have a material adverse impact on our liquidity during the next 12 months.
At December 31, 2023, 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.
In this regard, we use judgment to determine the appropriate composition and maturity dates of our portfolios of interest rate derivative instruments, taking into account the relative costs and benefits of different maturity profiles in light of current and expected future market conditions, liquidity issues and other factors.
In this regard, we use judgment to determine the appropriate composition and maturity dates of our portfolios of interest rate derivative instruments, II-34 taking into account the relative costs and benefits of different maturity profiles in light of current and expected future market conditions, liquidity issues and other factors.
II-6 Most of our revenue is derived from jurisdictions that administer VAT or similar revenue-based taxes. Any increases in these taxes could have an adverse impact on our ability to maintain or increase our revenue to the extent that we are unable to pass such tax increases on to our customers.
Most of our revenue is derived from jurisdictions that administer VAT or similar revenue-based taxes. Any increases in these taxes could have an adverse impact on our ability to maintain or increase our revenue to the extent that we are unable to pass such tax increases on to our customers.
II-24 Liquidity and Capital Resources Sources and Uses of Cash We are a holding company that is dependent on the capital resources of our subsidiaries to satisfy our liquidity requirements at the corporate level. Each of our significant operating subsidiaries is separately financed within one of our three subsidiary “borrowing groups”.
II-23 Liquidity and Capital Resources Sources and Uses of Cash We are a holding company that is dependent on the capital resources of our subsidiaries to satisfy our liquidity requirements at the corporate level. Each of our significant operating subsidiaries is separately financed within one of our three subsidiary “borrowing groups”.
A significant portion of our long-lived assets were initially recorded through the application of II-32 acquisition accounting and all of our long-lived assets are subject to impairment assessments. For additional information, see note 9 to our consolidated financial statements. For information regarding our acquisitions and long-lived assets, see notes 5 and 10 to our consolidated financial statements, respectively.
A significant portion of our long-lived assets were initially recorded through the application of acquisition accounting and all of our long-lived assets are subject to impairment assessments. For additional information, see note 9 to our consolidated financial statements. For information regarding our acquisitions and long-lived assets, see notes 5 and 10 to our consolidated financial statements, respectively.
(c) Represents annual incentive compensation and defined contribution plan liabilities that have been or are expected to be settled with Liberty Global ordinary shares. In the case of the annual incentive compensation, shares have been or will be issued to senior management and key employees pursuant to a shareholding incentive program.
(c) Represents annual incentive compensation and defined contribution plan liabilities that have been or are expected to be settled with Liberty Global common shares. In the case of the annual incentive compensation, shares have been or will be issued to senior management and key employees pursuant to a shareholding incentive program.
These borrowing groups include the respective restricted parent and subsidiary entities within UPC Holding, 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.
These borrowing groups include the respective restricted parent and subsidiary entities within Sunrise Holding, 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.
Any increase (decrease) in the value of the U.S. dollar against any foreign currency that is the functional currency of one of our operating subsidiaries will cause us to experience unrealized foreign currency translation losses (gains) with respect to amounts already invested in such foreign currencies.
Any increase (decrease) in the value of the U.S. dollar against any foreign currency that is the functional currency of one of our operating subsidiaries will cause us to experience II-33 unrealized foreign currency translation losses (gains) with respect to amounts already invested in such foreign currencies.
As a result, changes in the standalone pricing of our fixed and mobile products or the composition of bundles can contribute to changes in our product revenue categories from period to period. (c) Residential mobile subscription revenue includes amounts received from subscribers for ongoing services.
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. II-12 (c) Residential mobile subscription revenue includes amounts received from subscribers for ongoing services.
In addition to cash and cash equivalents, the primary sources of liquidity of our borrowing groups are cash provided by operations and borrowing availability under their respective debt instruments. For the details of the borrowing availability of our borrowing groups at December 31, 2022, see note 11 to our consolidated financial statements.
In addition to cash and cash equivalents, the primary sources of liquidity of our borrowing groups are cash provided by operations and borrowing availability under their respective debt instruments. For the details of the borrowing availability of our borrowing groups at December 31, 2023, see note 11 to our consolidated financial statements.
The costs of other customer-facing activities, such as reconnecting customer locations where a drop already exists, disconnecting customer locations and repairing or maintaining drops, are expensed as incurred. We capitalize internal and external costs directly associated with the development of internal-use software.
The costs of other customer-facing activities, such as reconnecting customer locations where a drop already exists, disconnecting customer locations and repairing or maintaining drops, are expensed as incurred. We capitalize internal and external costs II-30 directly associated with the development of internal-use software.
As further described in note 9 to our consolidated financial statements, actual amounts received or paid upon the settlement or disposition of these investments and instruments may differ materially from the recorded fair values at December 31, 2022.
As further described in note 9 to our consolidated financial statements, actual amounts received or paid upon the settlement or disposition of these investments and instruments may differ materially from the recorded fair values at December 31, 2023.
II-20 Realized and unrealized gains (losses) due to changes in fair values of certain investments, net Our realized and unrealized gains or losses due to changes in fair values of certain investments include unrealized gains or losses associated with changes in fair values that are non-cash in nature until such time as these gains or losses are realized through cash transactions.
II-19 Realized and unrealized gains (losses) due to changes in fair values of certain investments, net Our realized and unrealized gains or losses due to changes in fair values of certain investments include unrealized gains or losses associated with changes in fair values that are non-cash in nature until such time as these gains or losses are realized through cash transactions.
Alternatively, or in addition, the insolvency laws of certain jurisdictions may require the mandatory set off of amounts due under such derivative contracts against present and future liabilities owed to us under other contracts between us and the relevant counterparty.
Alternatively, or in addition, the insolvency laws of certain jurisdictions may require the mandatory set off of amounts due under such derivative contracts against present and future liabilities owed to us under other contracts between us II-35 and the relevant counterparty.
Projected Cash Flows Associated with Derivative Instruments The following table provides information regarding the projected cash flows associated with our derivative instruments. The U.S. dollar equivalents presented below are based on interest rate projections and exchange rates as of December 31, 2022.
Projected Cash Flows Associated with Derivative Instruments The following table provides information regarding the projected cash flows associated with our derivative instruments. The U.S. dollar equivalents presented below are based on interest rate projections and exchange rates as of December 31, 2023.
We pay interconnection fees to other telephony providers when calls or text messages from our subscribers terminate on another network, and we receive similar fees from such providers when calls or text messages from their customers terminate on our networks or networks that we access through MVNO or other arrangements.
II-6 We pay interconnection fees to other telephony providers when calls or text messages from our subscribers terminate on another network, and we receive similar fees from such providers when calls or text messages from their customers terminate on our networks or networks that we access through MVNO or other arrangements.
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 plc.
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.
II-30 Critical Accounting Policies, Judgments and Estimates In connection with the preparation of our consolidated financial statements, we make estimates and assumptions that affect the reported amounts of assets and liabilities, revenue and expenses and related disclosure of contingent assets and liabilities.
II-29 Critical Accounting Policies, Judgments and Estimates In connection with the preparation of our consolidated financial statements, we make estimates and assumptions that affect the reported amounts of assets and liabilities, revenue and expenses and related disclosure of contingent assets and liabilities.
II-19 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.
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.
With respect to our discounted cash flow analysis used in the income-based approach, the timing and amount of future cash flows under these business plans require estimates of, among other items, subscriber growth and retention rates, rates charged per product, expected gross margins and Adjusted EBITDA margins and expected property and equipment additions.
Wi th respect to our discounted cash flow analysis used in the income-based approach, the timing and amount of future cash flows under these business plans require estimates of, among other items, subscriber growth and retention rates, rates charged per product, expected gross margins and Adjusted EBITDA margins and expected property and equipment additions.
In this regard, we generally seek to cause our operating subsidiaries to maintain their debt at levels that result in a consolidated debt balance (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.
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.
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 II-11 Analysis of our Consolidated Operating Results below.
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.
II-26 The liquidity of our borrowing groups generally is used to fund (i) property and equipment additions, (ii) debt service requirements and (iii) income tax payments, as well as to settle certain obligations that are not included on our December 31, 2022 consolidated balance sheet.
The liquidity of our borrowing groups generally is used to fund (i) property and equipment additions, (ii) debt service requirements and (iii) income tax payments, as well as to settle certain obligations that are not included on our December 31, 2023 consolidated balance sheet.
We are required to continually assess our tax positions, and the results of tax examinations or changes in judgment can result in substantial changes to our unrecognized tax benefits. II-33 Item 7A.
We are required to continually assess our tax positions, and the results of tax examinations or changes in judgment can result in substantial changes to our unrecognized tax benefits. II-32 Item 7A.
At December 31, 2022 and 2021, the outstanding principal amount of our variable-rate indebtedness aggregated $9.3 billion and $9.6 billion, respectively, and the weighted average interest rate (including margin) on such variable-rate indebtedness was approximately 5.9% and 2.7%, respectively, excluding the effects of interest rate derivative contracts, deferred financing costs, original issue premiums or discounts and commitment fees, all of which affect our overall cost of borrowing.
At December 31, 2023 and 2022, the outstanding principal amount of our variable-rate indebtedness aggregated $11.7 billion and $9.3 billion, respectively, and the weighted average interest rate (including margin) on such variable-rate indebtedness was approximately 6.6% and 5.9%, respectively, excluding the effects of interest rate derivative contracts, deferred financing costs, original issue premiums or discounts and commitment fees, all of which affect our overall cost of borrowing.
Assuming no change in the amount outstanding at December 31, 2022, and without giving effect to any interest rate derivative contracts, deferred financing costs, original issue premiums or discounts and commitment fees, a hypothetical 50 basis point (0.50%) increase (decrease) in our weighted average variable interest rate would increase (decrease) our annual consolidated interest expense and cash outflows by $46.5 million.
Assuming no change in the amount outstanding at December 31, 2023, and without giving effect to any interest rate derivative contracts, deferred financing costs, original issue premiums or discounts and commitment fees, a hypothetical 50 basis point (0.50%) increase (decrease) in our weighted average variable interest rate would increase (decrease) our annual consolidated interest expense and cash outflows by $58.5 million.
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.
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.
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, (iii) capital distributions to Liberty Global and other equity owners or (iv) the satisfaction of contingent liabilities.
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.
The decrease in the VodafoneZiggo JV’s Adjusted EBITDA during 2022, as compared to 2021, is primarily due to inflation-related increases in energy and staff costs. In addition, the reported revenue and Adjusted EBITDA amounts are impacted by FX. For additional information regarding our equity method investments, see note 7 to our consolidated financial statements.
The change in the VodafoneZiggo JV’s Adjusted EBITDA during 2023, as compared to 2022, is primarily due to inflation-related increases in energy and staff costs. In addition, the reported revenue and Adjusted EBITDA amounts are impacted by FX. For additional information regarding our equity method investments, see note 7 to our consolidated financial statements.
Our primary exposure to variable-rate debt is through the EURIBOR-indexed and LIBOR-indexed debt of our borrowing groups and the variable-rate debt of certain of our other subsidiaries. In general, we enter into derivative instruments to protect against increases in the interest rates on our variable-rate debt.
Our primary exposure to variable-rate debt is through the EURIBOR-indexed and Term SOFR-indexed debt of our borrowing groups and the variable-rate debt of certain of our other subsidiaries. In general, we enter into derivative instruments to protect against increases in the interest rates on our variable-rate debt.
For information regarding certain limitations imposed by our subsidiaries’ debt instruments at December 31, 2022, see note 11 to our consolidated financial statements.
For information regarding certain limitations imposed by our subsidiaries’ debt instruments at December 31, 2023, see note 11 to our consolidated financial statements.
For information concerning certain regulatory developments that could have an adverse impact on our revenue in Belgium, see Legal and Regulatory Proceedings and Other Contingencies — Belgium Regulatory Developments in note 18 to our consolidated financial statements. Ireland.
For information concerning certain regulatory developments that could have an adverse impact on our revenue at Telenet, see Legal and Regulatory Proceedings and Other Contingencies — Belgium Regulatory Developments in note 18 to our consolidated financial statements. VM Ireland.
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.
II-16 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.
For additional information regarding our investments, fair value measurements and debt, see notes 7, 9 and 11, respectively, to our consolidated financial statements.
For additional information regarding our investments, fair value measurements, see notes 7 and 9, respectively, to our consolidated financial statements.
The noncontrolling owners’ interests in the operating results of Telenet and other less significant majority-owned subsidiaries are reflected in net earnings or loss attributable to noncontrolling interests in our consolidated statements of operations.
The noncontrolling owners’ interests in the operating results of Telenet, prior to the Telenet Takeover Bid, and other less significant majority-owned subsidiaries are reflected in net earnings or loss attributable to noncontrolling interests in our consolidated statements of operations.
All of our consolidated debt and finance lease obligations have been borrowed or incurred by our subsidiaries at December 31, 2022. II-27 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.
All of our consolidated debt and finance lease obligations have been borrowed or incurred by our subsidiaries at December 31, 2023. 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.
The details of the decrease in Ireland’s revenue during 2022, as compared to 2021, are set forth below: Subscription revenue Non-subscription revenue Total in millions Increase (decrease) in residential fixed subscription revenue due to change in: Average number of customers $ (8.1) $ — $ (8.1) ARPU 6.2 — 6.2 Decrease in residential fixed non-subscription revenue — (0.6) (0.6) Total decrease in residential fixed revenue (1.9) (0.6) (2.5) Increase in residential mobile revenue 3.7 1.1 4.8 Increase in B2B revenue 1.1 1.1 2.2 Increase in other revenue — 1.1 1.1 Total organic increase 2.9 2.7 5.6 Impact of FX (44.7) (16.2) (60.9) Total $ (41.8) $ (13.5) $ (55.3) II-10 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.
The details of the increase in VM Ireland’s revenue during 2023, as compared to 2022, are set forth below: Subscription revenue Non-subscription revenue Total in millions Increase (decrease) in residential fixed subscription revenue due to change in: Average number of customers $ (11.6) $ — $ (11.6) ARPU 3.9 — 3.9 Decrease in residential fixed non-subscription revenue — (0.7) (0.7) Total decrease in residential fixed revenue (7.7) (0.7) (8.4) Increase (decrease) in residential mobile revenue 2.6 (1.5) 1.1 Increase (decrease) in B2B revenue 0.8 (0.5) 0.3 Increase in other revenue — 5.0 5.0 Total organic increase (decrease) (4.3) 2.3 (2.0) Impact of FX 9.4 4.0 13.4 Total $ 5.1 $ 6.3 $ 11.4 II-10 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.
During 2022 and 2021, our property and equipment additions represented 22.1% and 21.0% of revenue, respectively. We expect our 2023 property and equipment additions to remain relatively stable as compared to our 2022 property and equipment additions.
During 2023 and 2022, our property and equipment additions represented 21.1% and 22.1% of revenue, respectively. We expect our 2024 property and equipment additions to remain relatively stable as compared to our 2023 property and equipment additions.
We have discussed the selection of the aforementioned critical accounting policies with the audit committee of our board of directors. For additional information concerning our significant accounting policies, see note 3 to our consolidated financial statements. Impairment of Goodwill Carrying Value. The aggregate carrying value of our goodwill comprised 21.7% of our total assets at December 31, 2022.
We have discussed the selection of the aforementioned critical accounting policies with the audit committee of our board of directors. For additional information concerning our significant accounting policies, see note 3 to our consolidated financial statements. Impairment of Goodwill Carrying Value. The aggregate carrying value of our goodwill comprised 24.9% of our total assets at December 31, 2023.
Establishing or reducing a tax valuation allowance requires us to make assessments about the timing of future events, including the probability of expected future taxable income and available tax planning strategies. At December 31, 2022, the aggregate valuation allowance provided against deferred tax assets was $1,586.5 million.
Establishing or reducing a tax valuation allowance requires us to make assessments about the timing of future events, including the probability of expected future taxable income and available tax planning strategies. At December 31, 2023, the aggregate valuation allowance provided against deferred tax assets was $1,899.6 million.
JV Transaction, we recognized a pre-tax gain during 2021 of $10,873.8 million, net of the recognition of a cumulative foreign currency translation loss of $1,198.6 million. For additional information, see note 6 to our consolidated financial statements.
For additional information, see note 6 to our consolidated financial statements. Gain on U.K. JV Transaction In connection with the U.K. JV Transaction, we recognized a pre-tax gain of $10,873.8 million during 2021, net of the recognition of a cumulative foreign currency translation loss of $1,198.6 million. For additional information, see note 6 to our consolidated financial statements.
The shareholding incentive program allows these employees to elect to receive up to 100% of their annual incentive compensation in ordinary shares of Liberty Global in lieu of cash. In addition, amounts include compensation expense related to the 2022 and 2021 Ventures Incentive Plans.
The shareholding incentive program allows these employees to elect to receive up to 100% of their annual incentive compensation in common shares of Liberty Global in lieu of cash. In addition, amounts include compensation expense related to the Ventures Incentive Plans.
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.
If, among other factors, the adverse impacts of economic, competitive, regulatory or other factors were to cause our results of operations or cash flows to be worse than anticipated, we could conclude in future periods that impairment charges are required in order to reduce the carrying values of our goodwill. Any such impairment charges could be significant.
Our primary exposure to FX risk during the three months ended December 31, 2022 was to the euro and Swiss franc, as 55.1% and 43.6% of our reported revenue during the period was derived from subsidiaries whose functional currencies are the euro and Swiss franc, respectively.
Our primary exposure to FX risk during the three months ended December 31, 2023 was to the euro and Swiss franc, as 55.1% and 46.7% of our reported revenue during the period was derived from subsidiaries whose functional currencies are the euro and Swiss franc, respectively.
Our primary exposure to FX risk during the three months ended December 31, 2022 was to the euro and Swiss franc, as 55.1% and 43.6% of our reported revenue during the period was derived from subsidiaries whose functional currencies are the euro and Swiss franc, respectively.
Our primary exposure to FX risk during the three months ended December 31, 2023 was to the euro and Swiss franc, as 55.1% and 46.7% of our reported revenue during the period was derived from subsidiaries whose functional currencies are the euro and Swiss franc, respectively.
The 2022 amount primarily includes (i) a $39.6 million provision in Central and Other related to a legal contingency, (ii) abandoned lease expense of $20.2 million, primarily in Switzerland, and (iii) direct acquisition and disposition costs of $19.4 million, primarily in Belgium.
The 2022 amount primarily includes (i) a $39.6 million provision at Central and Other related to a legal contingency, (ii) abandoned lease expense of $20.2 million, primarily at Sunrise, and (iii) direct acquisition and disposition costs of $19.4 million, primarily at Telenet.
During 2022, 2021 and 2020, we recognized net gains (losses) of $889.6 million, $1,357.9 million and ($833.5 million), respectively, attributable to changes in the fair values of these items.
During 2023, 2022 and 2021, we recognized net gains (losses) of ($1,083.6 million), $889.6 million and $1,357.9 million, respectively, attributable to changes in the fair values of these items.
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 $140.0 million and $232.6 million during 2022 and 2021, respectively. II-12 (d) B2B subscription revenue represents revenue from (i) services provided to SOHO subscribers and (ii) mobile services provided to medium and large enterprises.
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 $114.4 million and $140.0 million during 2023 and 2022, respectively. (d) B2B subscription revenue represents revenue from (i) services provided to SOHO subscribers and (ii) mobile services provided to medium and large enterprises.
II-36 At December 31, 2022 and 2021, our exposure to counterparty credit risk included (i) cash and cash equivalent and restricted cash balances of $1.7 billion and $0.9 billion, respectively, (ii) aggregate undrawn debt facilities of $1.5 billion and $1.6 billion, respectively, and (iii) derivative assets with an aggregate fair value of $922.5 million and $57.8 million, respectively.
At December 31, 2023 and 2022, our exposure to counterparty credit risk included (i) aggregate undrawn debt facilities of $1.6 billion and $1.5 billion, respectively, (ii) cash and cash equivalent and restricted cash balances of $1.4 billion and $1.7 billion, respectively, and (iii) derivative assets with an aggregate fair value of $232.9 million and $922.5 million, respectively.
Telenet Cross-currency and Interest Rate Derivative Contracts Holding all other factors constant, at December 31, 2022: (i) an instantaneous increase (decrease) of 10% in the value of the euro relative to the U.S. dollar would have decreased (increased) the aggregate fair value of the Telenet cross-currency and interest rate derivative contracts by approximately €297 million ($318 million); and (ii) an instantaneous increase (decrease) in the relevant base rate of 50 basis points (0.50%) would have decreased (increased) the aggregate fair value of the Telenet cross-currency and interest rate derivative contracts by approximately €72 million ($78 million).
Telenet Cross-currency and Interest Rate Derivative Contracts Holding all other factors constant, at December 31, 2023: (i) an instantaneous increase (decrease) of 10% in the value of the euro relative to the U.S. dollar would have decreased (increased) the aggregate fair value of the Telenet cross-currency and interest rate derivative contracts by approximately €302 million ($334 million); and (ii) an instantaneous increase (decrease) in the relevant base rate of 50 basis points (0.50%) would have increased (decreased) the aggregate fair value of the Telenet cross-currency and interest rate derivative contracts by approximately €85 million ($94 million).
As of December 31, 2022, the amount of unrecognized tax benefits for financial reporting purposes, but taken or expected to be taken in our tax returns, was $435.2 million, of which $337.9 million would have a favorable impact on our effective income tax rate if ultimately recognized, after considering amounts that we would expect to be offset by valuation allowances.
As of December 31, 2023, the amount of unrecognized tax benefits for financial reporting purposes, but taken or expected to be taken in our tax returns, was $444.4 million, of which $347.0 million would have a favorable impact on our effective income tax rate if ultimately recognized, after considering amounts that we would expect to be offset by valuation allowances.
II-5 Results of Operations We have completed a number of transactions that impact the comparability of our 2022 and 2021 results of operations, the most notable of which are (i) the U.K. JV Transaction on June 1, 2021, (ii) the sale of UPC Poland on April 1, 2022 and (iii) the Telenet Tower Sale on June 1, 2022.
II-5 Results of Operations We have completed a number of transactions that impact the comparability of our 2023 and 2022 results of operations, the most notable of which are (i) the sale of UPC Poland on April 1, 2022 and (ii) the Telenet Tower Sale on June 1, 2022.
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) revenue earned from the U.K.
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) The balance of our investments held under SMAs was denominated entirely in U.S. dollars. For additional information regarding our cash and cash equivalents and investments held under SMAs, see the discussion under Quantitative and Qualitative Disclosures about Market Risk — Cash and Investments below.
(e) The balance of our investments held under SMAs is held by unrestricted subsidiaries of Liberty Global and denominated entirely in U.S. dollars. For additional information regarding our cash and cash equivalents and investments held under SMAs, see the discussion under Quantitative and Qualitative Disclosures about Market Risk — Cash and Investments below.
II-21 Share of results of affiliates, net The following table sets forth the details of our share of results of affiliates, net: Year ended December 31, 2022 2021 in millions VMO2 JV (a) $ (1,396.6) $ (97.2) VodafoneZiggo JV (b) 241.2 (32.0) Streamz (35.2) (0.7) Eltrona (34.2) (17.2) AtlasEdge JV (23.3) (5.8) Formula E (20.2) (2.5) All3Media (10.0) (17.4) Other 10.5 (2.6) Total $ (1,267.8) $ (175.4) _______________ (a) Represents (i) our 50% share of the results of operations of the VMO2 JV and (ii) 100% of the share-based compensation expense associated with Liberty Global awards granted to VMO2 JV employees who were formerly employees of Liberty Global prior to the VMO2 JV formation, as these awards remain our responsibility.
II-20 Share of results of affiliates, net The following table sets forth the details of our share of results of affiliates, net: Year ended December 31, 2023 2022 in millions VMO2 JV (a) $ (1,723.1) $ (1,396.6) VodafoneZiggo JV (b) (196.7) 241.2 nexfibre JV (34.7) 25.2 AtlasEdge JV (31.1) (23.3) Formula E (19.4) (20.2) Streamz (6.9) (35.2) All3Media 4.0 (10.0) Eltrona — (34.2) Other (11.4) (14.7) Total $ (2,019.3) $ (1,267.8) _______________ (a) Represents (i) our 50% share of the results of operations of the VMO2 JV and (ii) 100% of the share-based compensation expense associated with Liberty Global awards granted to VMO2 JV employees who were formerly employees of Liberty Global prior to the VMO2 JV formation, as these awards remain our responsibility.
Our remaining cash and cash equivalents of $1,143.9 million at December 31, 2022 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.
Our remaining cash and cash equivalents of $917.3 million at December 31, 2023 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.
Net cash provided by the operating activities of our continuing operations includes cash paid for third-party costs directly associated with successful and unsuccessful acquisitions and dispositions of $36.2 million and $80.5 million during 2022 and 2021, respectively.
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 $27.7 million and $36.2 million during 2023 and 2022, respectively.
The following table provides a reconciliation of earnings (loss) from continuing operations to Adjusted EBITDA: Year ended December 31, 2022 2021 2020 in millions Earnings (loss) from continuing operations $ 1,105.3 $ 13,527.5 $ (1,525.1) Income tax expense (benefit) 318.9 473.3 (275.9) Other income, net (134.4) (44.9) (76.2) Gain on AtlasEdge JV Transactions — (227.5) — Gain on U.K.
The following table provides a reconciliation of earnings (loss) from continuing operations to Adjusted EBITDA: Year ended December 31, 2023 2022 2021 in millions Earnings (loss) from continuing operations $ (3,873.8) $ 1,105.3 $ 13,527.5 Income tax expense 149.6 318.9 473.3 Other income, net (225.5) (134.4) (44.9) Gain on AtlasEdge JV Transactions — — (227.5) Gain on U.K.
At December 31, 2022, the outstanding principal amount of our consolidated debt, together with our finance lease obligations, aggregated $13.8 billion, including $0.8 billion that is classified as current on our consolidated balance sheet and $12.7 billion that is not due until 2028 or thereafter.
At December 31, 2023, the outstanding principal amount of our consolidated debt, together with our finance lease obligations, aggregated $15.9 billion, including $0.8 billion that is classified as current on our consolidated balance sheet and $7.5 billion that is not due until 2029 or thereafter.
UPC Holding Cross-currency and Interest Rate Derivative Contracts Holding all other factors constant, at December 31, 2022: (i) an instantaneous increase (decrease) of 10% in the value of the Swiss franc relative to the U.S. dollar would have decreased (increased) the aggregate fair value of the UPC Holding cross-currency and interest rate derivative contracts by approximately €414 million ($444 million); (ii) an instantaneous increase (decrease) of 10% in the value of the Swiss franc relative to the euro would have decreased (increased) the aggregate fair value of the UPC Holding cross-currency and interest rate derivative contracts by approximately €325 million ($348 million); and II-37 (iii) an instantaneous increase (decrease) in the relevant base rate of 50 basis points (0.50%) would have decreased (increased) the aggregate fair value of the UPC Holding cross-currency and interest rate derivative contracts by approximately €99 million ($106 million).
Sunrise Holding Cross-currency and Interest Rate Derivative Contracts Holding all other factors constant, at December 31, 2023: (i) an instantaneous increase (decrease) of 10% in the value of the Swiss franc relative to the U.S. dollar would have decreased (increased) the aggregate fair value of the Sunrise Holding cross-currency and interest rate derivative contracts by approximately €444 million ($491 million); (ii) an instantaneous increase (decrease) of 10% in the value of the Swiss franc relative to the euro would have decreased (increased) the aggregate fair value of the Sunrise Holding cross-currency and interest rate derivative contracts by approximately €259 million ($287 million); and (iii) an instantaneous increase (decrease) in the relevant base rate of 50 basis points (0.50%) would have increased (decreased) the aggregate fair value of the Sunrise Holding cross-currency and interest rate derivative contracts by approximately €95 million ($106 million).
The following table provides the details of our adjusted free cash flow: Year ended December 31, 2022 2021 in millions Net cash provided by operating activities of our continuing operations $ 2,786.7 $ 3,364.0 Operating-related vendor financing additions (a) 522.7 1,781.6 Cash capital expenditures, net (1,303.2) (1,408.0) Principal payments on operating-related vendor financing (616.1) (1,408.0) Principal payments on capital-related vendor financing (210.1) (964.4) Principal payments on finance leases (62.0) (75.7) Adjusted free cash flow $ 1,118.0 $ 1,289.5 _______________ (a) For purposes of our consolidated statements of cash flows, operating-related vendor financing additions represent operating-related expenses financed by an intermediary that are treated as constructive operating cash outflows and constructive financing cash inflows when the intermediary settles the liability with the vendor.
The following table provides the details of our adjusted free cash flow: Year ended December 31, 2023 2022 in millions Net cash provided by operating activities of our continuing operations $ 2,165.9 $ 2,786.7 Operating-related vendor financing additions (a) 648.5 522.7 Cash capital expenditures, net (1,386.0) (1,303.2) Principal payments on operating-related vendor financing (568.8) (616.1) Principal payments on capital-related vendor financing (256.1) (210.1) Principal payments on finance leases (27.9) (62.0) Adjusted free cash flow $ 575.6 $ 1,118.0 _______________ (a) For purposes of our consolidated statements of cash flows, operating-related vendor financing additions represent operating-related expenses financed by an intermediary that are treated as constructive operating cash outflows and constructive financing cash inflows when the intermediary settles the liability with the vendor.
II-25 Liquidity of Liberty Global and its Unrestricted Subsidiaries The $1.8 million of cash and cash equivalents held by Liberty Global and, subject to certain tax and legal considerations, the $580.5 million of aggregate cash and cash equivalents held by unrestricted subsidiaries, together with the $2,854.6 million of investments held under SMAs, represented available liquidity at the corporate level at December 31, 2022.
Liquidity of Liberty Global and its unrestricted subsidiaries Subject to certain tax and legal considerations, the $498.6 million of aggregate cash and cash equivalents held by unrestricted subsidiaries, together with the $2,276.1 million of investments held under SMAs, represented available liquidity at the corporate level at December 31, 2023.
This decrease is primarily due to the net effect of (i) a decrease associated with certain assets becoming fully depreciated, primarily in Central and Other, Switzerland and Belgium and (ii) an increase associated with property and equipment additions related to the installation of CPE, the expansion and upgrade of our networks and other capital initiatives, primarily in Central and Other, Switzerland and Belgium.
This increase is primarily due to the net effect of (i) a decrease associated with certain assets becoming fully depreciated, primarily at Central and Other, Sunrise and Telenet, (ii) an increase 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 Central and Other, Sunrise and Telenet, (iii) an increase associated with changes in the useful life of certain assets, primarily in Central and Other and Telenet, and (iv) an increase associated with acquisitions, primarily at Telenet and Sunrise.
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: As of December 31, 2022 2021 Spot rates: Euro 0.9337 0.8782 Swiss franc 0.9219 0.9114 British pound sterling 0.8265 0.7388 Polish zloty 4.3686 4.0285 Year ended December 31, 2022 2021 2020 Average rates: Euro 0.9509 0.8455 0.8775 Swiss franc 0.9548 0.9139 0.9389 British pound sterling 0.8112 0.7269 0.7796 Polish zloty 4.4555 3.8595 3.8979 Inflation and Foreign Investment Risk We are subject to inflationary pressures with respect to labor, programming and other costs.
The relationships between the primary currencies of the countries in which we operate and the U.S. dollar, which is our reporting currency, are shown below, per one U.S. dollar: December 31, 2023 2022 Spot rates: Euro 0.9038 0.9337 Swiss franc 0.8392 0.9219 British pound sterling 0.7835 0.8265 Polish zloty 3.9272 4.3686 Year ended December 31, 2023 2022 2021 Average rates: Euro 0.9247 0.9509 0.8455 Swiss franc 0.8984 0.9548 0.9139 British pound sterling 0.8042 0.8112 0.7269 Polish zloty 4.2004 4.4555 3.8595 Inflation and Foreign Investment Risk We are subject to inflationary pressures, which remain elevated, with respect to labor, programming and other costs.
Any such impairment charges could be significant. II-31 Costs Associated with the Capitalization of Property and Equipment We capitalize costs associated with the construction of new, or upgrades to existing, fixed and mobile transmission and distribution facilities, the installation of new fixed-line services and the development of internal-use software.
Costs Associated with the Capitalization of Property and Equipment We capitalize costs associated with the construction of new, or upgrades to existing, fixed and mobile transmission and distribution facilities, the installation of new fixed-line services and the development of internal-use software.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Moreover, despite security measures, unauthorized parties may gain access to or disrupt our or our third-party service providers’ servers, systems and equipment by, among other things, hacking into our servers, systems and equipment or those of our third-party service providers through fraud, computer viruses, worms, phishing, physical or electronic break-ins or burglaries, or errors by our or our third-party service providers’ employees.
Moreover, despite our security measures, unauthorized parties may gain access to or disrupt our or our third-party service providers’ servers, systems and equipment by, among other things, hacking into our servers, systems and equipment or those of our third-party service providers through fraud, computer viruses, worms, phishing, physical or electronic break-ins or burglaries or errors by our or our third-party service providers’ employees.
As a result, data and information we gather could be subject to misappropriation, misuse, leakage, falsification or accidental release or loss of information maintained in our information technology systems and networks and those of our third-party service providers, including customer and personnel data.
As a result, data and information we gather could be subject to misappropriation, misuse, leakage, falsification or accidental release or loss of information maintained in our information technology systems and networks or those of our third-party service providers, including customer and personnel data.
Our businesses are subject to the unique regulatory regimes of the countries in which they operate. Video distribution, broadband internet, telephony and mobile services are subject to licensing or registration eligibility rules and regulations, which vary by country.
Our businesses are subject to the unique regulatory regimes of the countries in which they operate. Broadband internet, video distribution, telephony and mobile services are subject to licensing or registration eligibility rules and regulations, which vary by country.
In a number of countries, our ability to increase prices for, or change our services, including the programming packages we offer is limited by regulation or conditions imposed by competition authorities or is subject to review by regulatory authorities or is subject to termination rights of customers.
In a number of countries, our ability to increase prices for or change our services, including the programming packages we offer, is limited by regulation or conditions imposed by competition authorities, is subject to review by regulatory authorities or is subject to termination rights of customers.
Significant changes to the existing regulatory regimes applicable to the provision of video, telephony, internet and mobile services have been and are still being introduced. For example, in the E.U., the Code is the primary source of communications regulation affecting our E.U. businesses, including access, user and privacy rights, video must-carry services and our competitive activities.
Significant changes to the existing regulatory regimes applicable to the provision of internet, video, telephony and mobile services have been and are still being introduced. For example, in the E.U., the Code is the primary source of communications regulation affecting our E.U. businesses, including access, user and privacy rights, video must-carry services and our competitive activities.
We are subject to changing tax laws, treaties and regulations in and between countries in which we operate, including treaties between and among the U.K., the U.S. and many other jurisdictions in which we have a presence.
We are subject to changing tax laws, treaties and regulations in and between the countries in which we operate, including treaties between and among the U.K., the U.S. and many other jurisdictions in which we have a presence.
For example, Virgin Enterprises Limited can terminate the licenses, after providing our applicable subsidiaries with an opportunity to cure, (i) if they or any of their affiliates commit persistent and material breaches or flagrant and material breaches of the licenses, (ii) if Virgin Enterprises Limited has reasonable grounds to believe that the use (or lack of use) of the licensed trademarks by such subsidiaries has been or is likely to result in a long-term and material diminution in the value of the “Virgin” brand, or (iii) if a third-party who is not (or one of whose directors is not) a “fit and proper person”, such as a legally disqualified director or a bankrupt entity, acquires “control” of Liberty Global.
For example, Virgin Enterprises Limited can terminate the licenses, after providing our applicable subsidiaries and joint ventures with an opportunity to cure, (i) if they or any of their affiliates commit persistent and material breaches or flagrant and material breaches of the licenses, (ii) if Virgin Enterprises Limited has reasonable grounds to believe that the use (or lack of use) of the licensed trademarks by such subsidiaries has been or is likely to result in a long-term and material diminution in the value of the “Virgin” brand or (iii) if a third-party who is not (or one of whose directors is not) a “fit and proper person”, such as a legally disqualified director or a bankrupt entity, acquires “control” of Liberty Global.
Although we generally match the denomination of our and our subsidiaries’ borrowings with the functional currency of the operations that are supporting the respective borrowings, market conditions or other factors may cause us to enter into borrowing arrangements that are not denominated in the functional currency of the underlying operations (unmatched debt).
Although we generally match the denomination of our and our subsidiaries’ borrowings with the functional currency of the operations or assets that are supporting the respective borrowings, market conditions or other factors may cause us to enter into borrowing arrangements that are not denominated in the functional currency of the underlying operations (unmatched debt).
As a result, the loss of any of these key employees could cause significant disruptions in our business operations, which could materially adversely affect our results of operations. John C. Malone has significant voting power with respect to corporate matters considered by our shareholders. John C.
As a result, the loss of any of these key employees could cause significant disruptions in our business operations, which could materially adversely affect our results of operations. John C. Malone has significant voting power with respect to corporate matters considered by our shareholders. Dr. John C.
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.
We are exposed to foreign currency exchange rate 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 or assets whose cash flows support our ability to repay or refinance such debt.
Changes in exchange rates with respect to amounts recorded on our consolidated balance sheets related to these items will result in unrealized (based upon period-end exchange rates) or realized foreign currency transaction gains and losses upon settlement of the transactions.
Changes in exchange rates with respect to amounts recorded on our consolidated balance sheets related to these items will result in unrealized (based upon period-end exchange rates) or realized foreign currency transaction gains or losses upon settlement of the transactions.
Our businesses operate almost exclusively in countries outside the U.S. and are subject to the following inherent risks: • fluctuations in foreign currency exchange rates; • difficulties in staffing and managing international operations; • potentially adverse tax consequences; • export and import restrictions, custom duties, tariffs and other trade barriers; • increases in taxes and governmental fees; • economic and political instability; and • changes in foreign and domestic laws and policies that govern operations of foreign-based companies.
Our businesses operate almost exclusively in countries outside of the U.S. and are subject to the following inherent risks: • fluctuations in foreign currency exchange rates; • difficulties in staffing and managing international operations; • potentially adverse tax consequences; I-32 • export and import restrictions, custom duties, tariffs and other trade barriers; • increases in taxes and governmental fees; • economic and political instability; and • changes in foreign and domestic laws and policies that govern operations of foreign-based companies.
Adverse changes in rules and regulations could: • impair our ability to use our networks in ways that would generate maximum revenue and Adjusted EBITDA; • create a shortage of capacity on our networks, which could limit the types and variety of services we seek to provide our customers; • impact our ability to access spectrum for our mobile services; • strengthen our competitors by granting them access and lowering their costs to enter into our markets; and I-31 • significantly and adversely impact our results of operations.
Adverse changes in rules and regulations could: • impair our ability to use our networks in ways that would generate maximum revenue and Adjusted EBITDA; • create a shortage of capacity on our networks, which could limit the types and variety of services we seek to provide our customers; • impact our ability to access spectrum for our mobile services; • strengthen our competitors by granting them access and lowering their costs to enter into our markets; and • significantly and adversely impact our results of operations.
Our and our third-party service providers’ systems and equipment (including our routers and set-top boxes) are vulnerable to damage or security breach from a variety of sources, including telecommunications failures, power loss (such as blackouts or brownouts), malicious human acts, security flaws and natural disaster or extreme weather events (including heatwaves, large storms and floods, whether or not arising from short-term or long-term changes in weather patterns).
Our and our third-party service providers’ systems and equipment (including our routers and set-top boxes) are vulnerable to damage or security breach from a variety of sources, including telecommunications failures, power loss (such as I-31 blackouts or brownouts), malicious human acts, security flaws and natural disaster or extreme weather events (including heatwaves, large storms and floods, whether or not arising from short-term or long-term changes in weather patterns).
We are subject to income taxes as well as non-income based taxes, such as value-added tax ( VAT ) in the U.K., the U.S. and many other jurisdictions around the world.
We are subject to income taxes as well as non-income based taxes, such as value-added taxes ( VAT ) in the U.K., the U.S. and many other jurisdictions around the world.
We are also exposed to unfavorable and potentially volatile fluctuations of the U.S. dollar (our reporting currency) against the currencies of our operating subsidiaries when their respective financial statements are translated into U.S. dollars for inclusion in our consolidated financial statements. Cumulative translation adjustments are recorded in accumulated other comprehensive earnings or loss as a separate component of equity.
We are also exposed to unfavorable and potentially volatile fluctuations of the U.S. dollar (our reporting currency) against the currencies of our operating subsidiaries when their respective financial statements are translated into U.S. dollars for I-33 inclusion in our consolidated financial statements. Cumulative translation adjustments are recorded in accumulated other comprehensive earnings or loss as a separate component of equity.
In addition, even if the integration is successful, the full benefits of our acquisitions and partnerships including, among others, the synergies, cost savings or sales or growth opportunities may not be realized. As a result, it cannot be assured that we will realize the full benefits expected from such transactions within the anticipated time frames or at all.
In addition, even if the integration is successful, the full benefits of our acquisitions and partnerships including, among I-36 others, the synergies, cost savings or sales or growth opportunities may not be realized. As a result, it cannot be assured that we will realize the full benefits expected from such transactions within the anticipated time frames or at all.
Any cash used by our company in connection with any future repurchases of our ordinary shares would not be available for other purposes, including the repayment of debt. For additional information concerning our share repurchase programs, see note 14 to our consolidated financial statements included in Part II of this Annual Report on Form 10-K.
Any cash used by our company in connection with any future repurchases of our common shares would not be available for other purposes, including the repayment of debt. For additional information concerning our share repurchase programs, see note 14 to our consolidated financial statements included in Part II of this Annual Report on Form 10-K.
Additionally, as our MVNO arrangement comes to term, we may not be able to renegotiate renewal or replacement MVNO arrangement on the same or more favorable terms.
Additionally, as our MVNO arrangement comes to term, we may not be able to renegotiate renewal or replacement MVNO arrangements on the same or more favorable terms.
Additional financing may not be available on favorable terms, if at all, and our ability to incur additional debt will be limited by our debt agreements.
Additional financing may not be available on favorable terms, if at all, and our ability to incur additional debt on favorable terms or at all will be limited by our debt agreements.
We and our third-party service providers may not be able to anticipate or respond in an adequate and timely manner to attempts to obtain authorized access to, disable or degrade our or our third-party service providers’ systems because the techniques for doing so change frequently, are increasingly complex and sophisticated and are difficult to detect for periods of time.
We and our third-party service providers may not be able to anticipate or respond in an adequate and timely manner to attempts to obtain unauthorized access to, disable or degrade our or our third-party service providers’ systems because the techniques for doing so change frequently, are increasingly complex and sophisticated and are difficult to detect for periods of time.
If any laws, regulations or rules are enacted or reinterpreted so as to expand the regulation of our products and services or our disclosure obligations, they could affect our operations or require significant expenditures. For example, certain of our business operations will become subject to corporate responsibility reporting obligations pursuant to the CSRD in the coming years.
If any laws, regulations or rules are enacted or reinterpreted so as to expand the regulation of our products and services or our disclosure obligations, they could affect our operations or require significant expenditures. For example, a certain number of our business operations will become subject to corporate responsibility reporting obligations pursuant to the CSRD in the coming years.
The ability of our operating subsidiaries to pay dividends or to make other payments or advances to us depends on their individual operating results and any statutory, regulatory or contractual restrictions to which they may be or may become subject and in some cases our receipt of such payments or advances may be limited due to tax considerations or the presence of noncontrolling interests.
The ability of our operating subsidiaries to pay dividends or to make other payments or advances to us depends on their I-40 individual operating results and any statutory, regulatory or contractual restrictions to which they may be or may become subject and in some cases our receipt of such payments or advances may be limited due to tax considerations or the presence of noncontrolling interests.
We intend to pursue available options to restrict such involvement or to ensure that such involvement is on commercially reasonable terms. There can be no assurance, however, that we will be successful in these pursuits. As a result, we may face competition from entities not requiring a normal commercial return on their investments.
While we intend to pursue available options to restrict such involvement or to ensure that such involvement is on commercially reasonable terms, there can be no assurance that we will be successful in these pursuits. As a result, we may face competition from entities not requiring a normal commercial return on their investments.
Any terrorist attacks or incidents prompted by political unrest, particularly in markets that we serve, and the national and global military, diplomatic and financial response to such attacks or other threats, also may adversely affect our revenue and results of operations. Item 1B. UNRESOLVED STAFF COMMENTS None. I-40
Any terrorist attacks or incidents prompted by political unrest, particularly in markets that we serve, and the national and global military, diplomatic and financial response to such attacks or other threats, also may adversely affect our revenue and results of operations. Item 1B. UNRESOLVED STAFF COMMENTS None.
In addition, we anticipate that most, if not all, companies acquired by us will be located outside the U.S. Foreign companies may not have disclosure controls and procedures or internal controls over financial reporting that are as thorough or effective as those required by U.S. securities laws and applicable accounting rules.
In addition, we anticipate that most companies acquired by us will be located outside the U.S. Foreign companies may not have disclosure controls and procedures or internal controls over financial reporting that are as thorough or effective as those required by U.S. securities laws and applicable accounting rules.
In this regard, we generally seek to cause our operating subsidiaries to maintain their debt at levels that result in a consolidated debt balance that is between four and five times our consolidated Adjusted EBITDA (using consistent currency exchange rates for debt and EBITDA). As a result, we are highly leveraged.
In this regard, we generally seek to cause our operating subsidiaries and joint ventures to maintain their debt at levels that result in a consolidated debt balance that is between four and five times our consolidated Adjusted EBITDA (using consistent currency exchange rates for debt and Adjusted EBITDA). As a result, we are highly leveraged.
In light of our historical financial performance, we cannot assure you that we will report net earnings in the near future. Other Factors We have not historically paid any cash dividends, and we may not pay dividends consistently or at all on any class of our ordinary shares.
In light of our historical financial performance, we cannot assure you that we will report net earnings in the near future. Other Factors We have not historically paid any cash dividends, and we may not pay dividends consistently or at all on any class of our common shares.
Historically, our businesses have grown, in part, through selective acquisitions that enabled them to take advantage of existing networks, local service offerings and region- I-32 specific management expertise, and we have also taken advantage of attractive opportunities to sell select businesses and partner with others.
Historically, our businesses have grown, in part, through selective acquisitions that enabled them to take advantage of existing networks, local service offerings and region-specific management expertise, and we have also taken advantage of attractive opportunities to sell select businesses and partner with others.
In the ordinary course of our business, there are many transactions and calculations where the ultimate tax determination is uncertain. We are regularly under audit by tax authorities in many of the jurisdictions in which we operate. These audits may lead to disputes with tax I-34 authorities which may result in litigation.
In the ordinary course of our business, there are many transactions and calculations where the ultimate tax determination is uncertain. We are regularly under audit by tax authorities in many of the jurisdictions in which we operate. These audits may lead to disputes with tax authorities which may result in litigation.
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.
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 joint ventures and to achieve adequate returns on our property and equipment additions and acquisitions.
Malone’s rights to vote or dispose of his equity interests in our company are not subject to any restrictions in favor of us other than as may be required by applicable law and except for customary transfer restrictions pursuant to equity award agreements.
Malone’s rights to vote or dispose of his equity interests in our company are not subject to any restrictions in favor of us other than as may be required by applicable law and customary transfer restrictions pursuant to equity award agreements.
We are exposed to the risks arising from widespread epidemic diseases in the countries in which we operate, such as the outbreak of COVID-19, which could have a material adverse impact on our business, financial condition and results of operations.
I-42 We are exposed to the risks arising from widespread epidemic diseases in the countries in which we operate, such as the outbreak of COVID-19, which could have a material adverse impact on our business, financial condition and results of operations.
Although we seek to manage the credit risks associated with our cash and short-term investments, derivative and other financial instruments, and undrawn debt facilities, we are exposed to the risk that I-38 our counterparties will default on their obligations to us.
Although we seek to manage the credit risks associated with our cash and short-term investments, derivative and other financial instruments and undrawn debt facilities, we are exposed to the risk that our counterparties will default on their obligations to us.
I-28 The continued interest in, and acquisition of, spectrum by existing carriers and others may reduce our ability to acquire, and increase the acquisition cost of, spectrum in the secondary market or negatively impact our ability to gain access to spectrum through other means, including government auctions.
The continued interest in, and acquisition of, spectrum by existing carriers and others may reduce our ability to acquire, and increase the acquisition cost of, spectrum in the secondary market or negatively impact our ability to gain access to spectrum through other means, including government auctions.
The difficulties of combining the operations of the companies include, among others: • diversion of management attention to integration matters; • difficulties in integrating operations and systems, including intellectual property and communications systems, administrative and information technology infrastructure, and supplier and vendor arrangements, including as a result of the COVID-19 pandemic; • challenges in conforming standards, controls, procedures and accounting and other policies; • alignment of key performance measurements may result in a greater need to communicate and manage clear expectations while we work to integrate and align policies and practices; • difficulties in integrating employees; I-33 • the transition of management to the combined company management team, and the need to address possible differences in corporate cultures, management philosophies, and compensation structures; • challenges in retaining existing customers and obtaining new customers; • compliance with government regulations • known or potential unknown liabilities of the acquired businesses that are larger than expected; and • other potential adverse consequences and unforeseen increased expenses or liabilities associated with the applicable transaction.
The difficulties of combining the operations of the companies include, among others: • diversion of management attention to integration matters; • difficulties in integrating operations and systems, including intellectual property and communications systems, administrative and information technology infrastructure, and supplier and vendor arrangements; • challenges in conforming standards, controls, procedures and accounting and other policies; • alignment of key performance measurements may result in a greater need to communicate and manage clear expectations while we work to integrate and align policies and practices; • difficulties in integrating employees; • the transition of management to the combined company management team, and the need to address possible differences in corporate cultures, management philosophies and compensation structures; • challenges in retaining existing customers and obtaining new customers; • compliance with government regulations; • known or potential unknown liabilities of the acquired businesses that are larger than expected; and • other potential adverse consequences and unforeseen increased expenses or liabilities associated with the applicable transaction.
The expected synergies and benefits from our acquisitions and joint ventures may not be realized in the amounts anticipated or may not be realized within the expected time frame, and risks associated with the foregoing may also result from the extended delay in the integration of the companies.
I-35 The expected synergies and benefits from our acquisitions and joint ventures may not be realized in the amounts anticipated or may not be realized within the expected time frame, and risks associated with the foregoing may also result from the extended delay in the integration of the companies.
Any disruptive situation that causes loss, misappropriation, misuse or leakage of data could damage our reputation and the credibility of our operations and could subject us to potential liability, including litigation or other legal actions against us, the imposition of penalties, fines, fees or liabilities, which may not be covered by our insurance policies, and lost customers or revenue.
Any disruptive situation that causes loss, misappropriation, misuse or leakage of data could damage our reputation and the credibility of our operating companies and could subject us to potential liability, including litigation or other legal actions against us, the imposition of penalties, fines, fees or liabilities, which may not be covered by our insurance policies, and lost customers or revenue.
The incumbent telecommunications operators typically dominate the market for these services and have the advantage of nationwide networks and greater resources than we have to devote to the provision of these services. Many of the incumbent operators offer double-play, triple-play and quadruple-play bundles of services.
The incumbent telecommunications operators typically dominate the market for these services and have the advantage of nationwide networks and greater resources than we have to devote to the provision of these services. Many of the incumbent operators offer double-play, triple-play and quad-play bundles of services.
The U.K. and Switzerland have systems that largely reflect the principles of the E.U. In addition, we are subject to regular review by national regulatory authorities in the E.U. and the U.K. concerning whether we exhibit SMP.
The U.K. and Switzerland have systems that largely reflect the principles of the E.U. In addition, we are I-34 subject to regular review by national regulatory authorities in the E.U. and the U.K. concerning whether we exhibit SMP.
These restrictions will affect, and in some cases significantly limit or prohibit, among other things, the ability of those subsidiaries to: • incur or guarantee additional indebtedness; • pay dividends or make other upstream distributions; • make investments; • transfer, sell or dispose of certain assets, including subsidiary stock; • merge or consolidate with other entities; • engage in transactions with us or other affiliates; or • create liens on their assets.
These restrictions will affect, and in some cases significantly limit or prohibit, among other things, the ability of those subsidiaries and joint ventures to: I-38 • incur or guarantee additional indebtedness; • pay dividends or make other upstream distributions; • make investments; • transfer, sell or dispose of certain assets, including subsidiary stock; • merge or consolidate with other entities; • engage in transactions with us or other affiliates; or • create liens on their assets.
If we fail to obtain a diverse array of popular programming for our pay television services, including a sufficient selection of HD channels as well as non-linear content (such as a selection of attractive VoD content) and rights for ancillary services such as DVR and catch up or 'Replay' services, on satisfactory terms, we may not be able to offer a compelling video product to our customers at a price they are willing to pay.
If we fail to obtain a diverse array of popular programming for our pay video services, including a sufficient selection of non-linear content (such as a selection of attractive VoD content) and rights for ancillary services such as DVR and catch-up or 'Replay' services, on satisfactory terms, we may not be able to offer a compelling video product to our customers at a price they are willing to pay.
In addition, most of the credit agreements to which these subsidiaries are parties include financial covenants that require them, in certain circumstances, to maintain certain leverage ratios if the drawings under the applicable revolving credit facility exceed a certain percentage of the commitments under such revolving credit facility.
In addition, most of the credit agreements to which these subsidiaries and joint ventures are parties include financial covenants that require them, in certain circumstances, to maintain certain leverage ratios if the drawings under the applicable revolving credit facility exceed a certain percentage of the commitments under such revolving credit facility.
In these cases, our policy is to provide for an economic hedge against foreign currency exchange rate movements by using derivative instruments to synthetically I-30 convert unmatched debt into the applicable underlying currency. At December 31, 2022, substantially all of our debt was either directly or synthetically matched to the applicable functional currencies of the underlying operations.
In these cases, our policy is to provide for an economic hedge against foreign currency exchange rate movements by using derivative instruments to synthetically convert unmatched debt into the applicable underlying currency. At December 31, 2023, substantially all of our debt was either directly or synthetically matched to the applicable functional currencies of the underlying operations.
We are also exposed to foreign currency exchange rate risk in respect of our cash and cash equivalents and in respect of investments held within separately managed accounts. A substantial portion of our cash and cash equivalents is held in U.S. dollars, but we hold balances in other currencies reflecting the operational and strategic needs of the company.
We are also exposed to foreign currency exchange rate risk with respect to our cash and cash equivalents and investments held under separately-managed accounts ( SMAs ). A substantial portion of our cash and cash equivalents is held in U.S. dollars, but we hold balances in other currencies reflecting the operational and strategic needs of the company.
We believe that 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 that we will seek to refinance or otherwise extend our debt maturities.
We believe that 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 the amount of debt that is maturing increases in later years, we anticipate that we will seek to refinance or otherwise extend our debt maturities.
In addition, we may face more vigorous competition than would have been the case if there were no government involvement.
In addition, we may face more vigorous competition than would have been the case if there was no government involvement.
Our inability to take unilateral action that we believe is in our best interests may have an adverse effect on the financial performance of the joint venture and the return on our investment.
Our inability to take unilateral action that we believe is in our best interests may have an adverse effect on the financials or performance of the joint venture and the return on our investment.
For example, a sustained period of weakness in the British pound sterling or the euro could have an adverse impact on our liquidity, including our ability to fund repurchases of our equity securities and other U.S. dollar-denominated liquidity requirements; • shortages of labor necessary to conduct our business; • disruption to our U.K. supply chain and related increased cost of supplies; • a weakened U.K. economy resulting in decreased consumer demand for our products and services in the U.K.; • legal uncertainty, increased compliance costs and potentially divergent national laws and regulations as the U.K. determines which E.U. laws and directives to replace or replicate, or where previously implemented by enactment of U.K. laws or regulations, to retain, amend or repeal; and • various geopolitical forces may impact the global economy and our business, including, for example, other E.U. member states (in particular those member states where we have operations) proposing referendums to, or electing to, exit the E.U.
For example, a sustained period of weakness in the British pound sterling or the euro could have an adverse impact on our liquidity, including our ability to fund repurchases of our equity securities and other U.S. dollar-denominated liquidity requirements; • shortages of labor necessary to conduct our business; • disruption to our U.K. supply chain and related increased cost of supplies; • a weakened U.K. economy resulting in decreased consumer demand for our products and services in the U.K.; • legal uncertainty, increased compliance costs and potentially divergent national laws and regulations as the U.K. determines which E.U. laws and directives to replace or replicate, or where previously implemented by enactment of U.K. laws or regulations, to retain, amend or repeal; and • various geopolitical forces may impact the global economy and our business, including, for example, other E.U.
If we are unable to effectively manage our interest rate exposure through derivative transactions, any increase in market interest rates would increase our interest rate exposure and debt service obligations, which would exacerbate the risks associated with our leveraged capital structure. In July 2017, the U.K.
If we are unable to effectively manage our interest rate exposure through derivative transactions, any increase in market interest rates would increase our interest rate exposure and debt service obligations, which would exacerbate the risks associated with our leveraged capital structure.
For additional information regarding our derivative contracts and debt, see notes 8 and 11, respectively, to our consolidated financial statements included in Part II of this Annual Report on Form 10-K. We may not report net earnings. We reported earnings (loss) from continuing operations of $1,105.3 million, $13,527.5 million and ($1,525.1 million) during 2022, 2021 and 2020, respectively.
For additional information regarding our derivative instruments and debt, see notes 8 and 11, respectively, to our consolidated financial statements included in Part II of this Annual Report on Form 10-K. We may not report net earnings. We reported earnings (loss) from continuing operations of ($3,873.8 million), $1,105.3 million and $13,527.5 million during 2023, 2022 and 2021, respectively.
As a result of the increasing awareness concerning the importance of safeguarding personal information, the potential misuse of such information and legislation that has been adopted or is being considered across all of our markets regarding the protection, privacy and security of personal information, information-related risks are I-29 increasing, particularly for businesses like ours that handle a large amount of personal data.
As a result of the increasing awareness concerning the importance of safeguarding personal information, the potential misuse of such information and legislation that has been adopted or is being considered in the U.S. and across some or all of our markets regarding the protection, privacy and security of personal information, information-related risks are increasing, particularly for businesses like ours that handle a large amount of personal data.
I-26 Factors Relating to Competition and Technology We operate in increasingly competitive markets, and there is a risk that we will not be able to effectively compete with other service providers. The markets for cable television, broadband internet, telephony and mobile services are highly competitive.
Factors Relating to Competition and Technology We operate in increasingly competitive markets, and there is a risk that we will not be able to effectively compete with other service providers. The markets for broadband internet, video, telephony and mobile services are highly competitive.
Our noncontrolling interests in the VodafoneZiggo JV and the VMO2 JV are held pursuant to shareholders’ agreements (each a Shareholders Agreements ), which provides the terms of the governance of the VodafoneZiggo JV and the VMO2 JV, as applicable, including among others, decision-making process, information access, dividend policy and non-compete provisions.
Our noncontrolling interests in the VodafoneZiggo JV and the VMO2 JV are held pursuant to shareholders’ agreements (each a Shareholders Agreement ), which provides the terms of the governance of the VodafoneZiggo JV and the VMO2 JV, as applicable, including among others, decision-making processes, information access, dividend policies and non-compete provisions.
The current macroeconomic environment is highly volatile, with continued instability in global markets, including ongoing trade negotiations, uncertainty over inflation, energy price fluctuations, continued escalation in geopolitical tensions and global recession fears having all contributed to a I-37 challenging global economic environment.
The current macroeconomic environment is highly volatile, with continued instability in global markets, including ongoing trade negotiations, uncertainty over inflation, energy price fluctuations, rising interest rates, continued escalation in geopolitical tensions and global recession fears having all contributed to a challenging global economic environment.
In certain circumstances, where it is lawful to do so, we may share information about such persons with third-party service providers that assist with certain aspects of our business. Unauthorized parties may attempt to gain access to such data and information using the same methods described in the prior paragraph.
In certain circumstances, where it is lawful to do so, we may share information about such persons with third-party service providers that assist with certain aspects of our business. Unauthorized parties may attempt to gain access to such data and information directly from us or through those third parties using the same methods described in the prior paragraph.
While we do not have direct operations within Russia or Ukraine, the conflict involving these nations has heightened the disruption to our supply chain, triggered inflation in our labor and energy costs and may increase our risk of cyberattacks, which could result in significant losses and damage and could damage our reputation with customers and suppliers if their confidential information is compromised.
While we do not have direct operations within the conflict areas, the conflicts involving these nations has heightened the disruption to our supply chain, contributing to inflation in our labor and energy costs and may increase our risk of cyberattacks, which could result in significant losses and damage and could damage our reputation with customers and suppliers if their confidential information is compromised.
In general, we do not produce our own content, and we depend on our agreements, relationships and cooperation with public and private broadcasters, rights holders and collective rights associations to obtain such content.
In general, we do not produce our own content, and we depend on our agreements, relationships and cooperation with public and private broadcasters, global and regional app providers, rights holders and collective rights associations to obtain such content.
To date, other than the non-permitted access of one of Virgin Media’s databases in February of 2020, we have not been subject to cyberattacks or network disruptions that, individually or in the aggregate, have been material to our operations or financial condition.
To date, other than the non-permitted access of certain legacy Virgin Media databases in February of 2020, we have not been subject to cyberattacks or network disruptions that, individually or in the aggregate, have been material to our operations or financial condition.
We can give no assurance that any additional debt or equity financing will be available on terms that are as favorable as the terms of our existing debt or at all. Further, our board of directors has approved a share repurchase program for Liberty Global in 2022.
We can give no assurance that any additional debt or equity financing will be available on terms that are as favorable as the terms of our existing debt, or at all. Further, our board of directors may approve a share repurchase program for Liberty Global in 2024.
We may also be adversely impacted by any government mandated regulations on our business that could be implemented in response to the COVID-19 pandemic.
We may also be adversely impacted by any government mandated regulations on our business that could be implemented in response to the COVID-19 pandemic or other pandemics or epidemics.
The impact of these global events on our longer-term operational and financial performance will depend on future developments, our and governmental responses to inflation, and the duration and severity of the conflict in Ukraine.
The impact of these global events on our longer-term operational and financial performance will depend on future developments, our and governmental responses to inflation and the duration and severity of these conflicts.
Our primary exposure to foreign currency translation risk during the three months ended December 31, 2022 was to the euro and Swiss franc, as 55.1% and 43.6% of our reported revenue during the period was derived from subsidiaries whose functional currencies are the euro and Swiss franc, respectively.
Our primary exposure to foreign currency translation risk during the three months ended December 31, 2023 was to the euro and Swiss franc, as 55.1% and 46.7% of our reported revenue during the period was derived from subsidiaries whose functional currencies are the euro and Swiss franc, respectively.
Additions to our property and equipment, which are currently underway, require significant capital expenditures for equipment and associated labor costs to build out and/or upgrade our networks as well as for related CPE.
Additions to our property and equipment require significant capital expenditures for equipment and associated labor costs to build out and/or upgrade our networks, as well as for related CPE.
A lack of market acceptance of new products and services that we may offer, or the development of significant competitive products or services by others, could have a material adverse impact on our revenue and Adjusted EBITDA. Our significant property and equipment additions may not generate a positive return.
A lack of market acceptance of new products and services that we may offer, or the development of significant competitive products or services by others, could have a material adverse impact on our financial and operational results. Our significant property and equipment additions may not generate a positive return.
In the event of a default under such subsidiaries’ I-36 credit agreements or indentures, the lenders or bondholders, as applicable, may accelerate the maturity of the indebtedness under those agreements or indentures, which could result in a default under other outstanding credit facilities or indentures.
In the event of a default under such subsidiaries’ and joint ventures’ credit agreements or indentures, the lenders or bondholders, as applicable, may accelerate the maturity of the indebtedness under those agreements or indentures, which could result in a default under other outstanding credit facilities or indentures.
Our current sources of corporate liquidity include (i) our cash and cash equivalents, (ii) investments held within separately managed accounts, and (iii) interest and dividend income received on our cash and cash equivalents and investments.
Our current sources of corporate liquidity include (i) our cash and cash equivalents, (ii) investments held within SMAs and (iii) interest and dividend income received on our cash and cash equivalents and investments.
Malone beneficially owns outstanding ordinary shares of Liberty Global representing 30.65% of our aggregate voting power as of February 13, 2023. By virtue of Mr. Malone’s voting power in our company, as well as his position as Chairman of our board of directors, Mr.
Malone beneficially owns outstanding common shares of Liberty Global representing 30.65% of our aggregate voting power as of February 13, 2024. By virtue of Dr. Malone’s voting power in our company, as well as his position as Chairman of our board of directors, Dr.
It may be difficult for a third-party to acquire us, even if doing so may be beneficial to our shareholders. Certain provisions of our articles of association and of English law may discourage, delay, or prevent a change in control of our company that a shareholder may consider favorable.
It may be difficult for a third-party to acquire us, even if doing so may be beneficial to our shareholders. Certain provisions of our bye-laws may discourage, delay or prevent a change in control of our company that a shareholder may consider favorable.
In addition, countries may seek new or increased revenue sources due to fiscal deficits that resulted from measures taken to mitigate the adverse economic impacts of COVID-19, such as, among other things, imposing new taxes on the products and services we provide. We are currently unable to predict the extent of any of these potential adverse effects.
In addition, countries may seek new or increased revenue sources due to fiscal deficits that resulted from measures taken to mitigate the adverse economic impacts of COVID-19, such as, among other things, imposing new taxes on the products and services we provide.
The loss of certain key personnel could harm our business. We have experienced employees at both the corporate and operational levels who possess substantial knowledge of our business and operations. We cannot assure you that we will be successful in retaining their services or that we would be successful in hiring and training suitable replacements without undue costs or delays.
We have experienced employees at both the corporate and operational levels who possess substantial knowledge of our business and operations. We cannot be assured that we will be successful in retaining their services or that we would be successful in hiring and training suitable replacements without undue costs or delays.
At December 31, 2022, the outstanding principal amount of our consolidated debt, together with our finance lease obligations aggregated $13.8 billion, including $0.8 billion that is classified as current on our consolidated balance sheet and $12.7 billion that is not due until 2028 or thereafter.
At December 31, 2023, the outstanding principal amount of our consolidated debt, together with our finance lease obligations aggregated $15.9 billion, including $0.8 billion that is classified as current on our consolidated balance sheet and $7.5 billion that is not due until 2029 or thereafter.
Also, our ability to increase subscription rates may be constrained by competitive pressures. Therefore, programming, inputs and operating costs may rise faster than associated revenue, resulting in a material negative impact on our cash flows and net earnings (loss).
In certain countries in which we operate, our ability to increase subscription rates is subject to regulatory controls. Also, our ability to increase subscription rates may be constrained by competitive pressures. Therefore, programming, inputs and operating costs may rise faster than associated revenue, resulting in a material negative impact on our cash flows and net earnings or loss.
While we maintain cyber liability insurance that provides both third-party liability and first-party liability insurance coverage, such insurance may not be sufficient to protect against all of our businesses’ losses from any future disruptions or breaches of their systems or other events as described above.
Our cyber liability insurance (including third-party liability and first-party liability) may not be sufficient to protect against all of our businesses’ losses from any future disruptions or breaches of their systems or other events as described above.
At December 31, 2022, our exposure to counterparty credit risk included (i) cash and cash equivalent and restricted cash balances of $1.7 billion, (ii) aggregate undrawn debt facilities of $1.5 billion and (iii) derivative assets with an aggregate fair value of $0.9 billion.
At December 31, 2023, our exposure to counterparty credit risk included (i) aggregate undrawn debt facilities of $1.6 billion, (ii) cash and cash equivalent and restricted cash balances of $1.4 billion and (iii) derivative assets with an aggregate fair value of $232.9 million.
The investments held in our separately managed accounts are generally in U.S. dollars, and any instruments denominated in a foreign currency are generally hedged back to the U.S. dollar.
The investments held under SMAs are generally in U.S. dollars, and any instruments denominated in a foreign currency are generally hedged back to the U.S. dollar.
For information on certain other regulatory developments that could adversely impact our results of operations in future periods, see Legal and Regulatory Proceedings and Other Contingencies in note 18 to our consolidated financial statements.
For information on certain other regulatory developments that could adversely impact our results of operations in future periods, see Legal and Regulatory Proceedings and Other Contingencies in note 18 to our consolidated financial statements included in Part II of this Annual Report on Form 10-K.
Because Mr. Malone beneficially owns 30.65% of our aggregate voting power and 67.63% of the outstanding Class B ordinary shares of Liberty Global, he has the ability to prevent the requisite approval threshold from being met even though the other shareholders may determine that such action or transaction is beneficial for the company. Mr.
Because Dr. Malone beneficially owns 30.65% of our aggregate voting power, he has the ability to prevent the requisite approval threshold from being met even though the other shareholders may determine that such action or transaction is beneficial for the company. Dr.
In combination with difficult economic environments, these competitive pressures could adversely impact our ability to increase or, in certain cases, maintain the revenue, average revenue per RGU or mobile subscriber, as applicable ( ARPU ), RGUs, mobile subscribers, Adjusted EBITDA (as defined in note 19 to our consolidated financial statements), Adjusted EBITDA margins and liquidity of our operating segments.
In combination with difficult economic environments, these competitive pressures could adversely impact our ability to increase or, in certain cases, maintain the revenue, average revenue per RGU or mobile subscriber, as applicable ( ARPU ), RGUs, mobile subscribers, Adjusted EBITDA (as defined in note 19 to our consolidated financial I-29 statements included in Part II of this Annual Report on Form 10-K), Adjusted EBITDA margins, liquidity and other financial and operational metrics of our operating segments.
The COVID-19 pandemic may delay, reduce or eliminate some of our anticipated synergies and other benefits, including a delay in the integration of, or inability to integrate, the business that we acquire or partner with.
Public health crises and other geopolitical or macroeconomic events may delay, reduce or eliminate some of our anticipated synergies and other benefits, including a delay in the integration of, or inability to integrate, the business that we acquire or partner with.

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Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Item 3. LEGAL PROCEEDINGS From time to time, our subsidiaries and affiliates have become involved in litigation relating to claims arising out of their operations in the normal course of business. For additional information, see note 18 to our consolidated financial statements in Part II of this Annual Report on Form 10-K.
Item 3. LEGAL PROCEEDINGS From time to time, our subsidiaries and affiliates have become involved in litigation relating to claims arising out of their operations in the normal course of business. For additional information, see note 18 to our consolidated financial statements included in Part II of this Annual Report on Form 10-K.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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These amounts do not include the number of shareholders whose shares are nominally held by banks, brokerage houses or other institutions, but include each such institution as one record holder. Dividends We have not paid any cash dividends on any of our ordinary shares, and we have no present intention of doing so.
These amounts do not include the number of shareholders whose shares are nominally held by banks, brokerage houses or other institutions, but include each such institution as one record holder. Dividends We have not paid any cash dividends on any of our common shares, and we have no present intention of doing so.
This section provides discussion and analysis of the foreign currency, interest rate and other market risk that our company faces. Included below is an analysis of our results of operations and cash flows for 2022, as compared to 2021. An analysis of our results of operations and cash flows for 2021, as compared to 2020, can be found under
This section provides discussion and analysis of the foreign currency, interest rate and other market risk that our company faces. Included below is an analysis of our results of operations and cash flows for 2023, as compared to 2022. An analysis of our results of operations and cash flows for 2022, as compared to 2021, can be found under
This section provides a general description of our business and recent events. • Results of Operations. This section provides an analysis of our results of operations for the years ended December 31, 2022 and 2021. • Liquidity and Capital Resources.
This section provides a general description of our business and recent events. • Results of Operations. This section provides an analysis of our results of operations for the years ended December 31, 2023 and 2022. • Liquidity and Capital Resources.
Any future payment of cash dividends will be determined by our board of directors in light of our earnings, financial condition and other relevant considerations, including applicable laws in England and Wales. Recent Sales of Unregistered Securities; Use of Proceeds from Registered Securities None.
Any future payment of cash dividends will be determined by our board of directors in light of our earnings, financial condition and other relevant considerations, including applicable laws in Bermuda. Recent Sales of Unregistered Securities; Use of Proceeds from Registered Securities None.
The following table sets forth the quarterly range of high and low sales prices of Liberty Global Class B ordinary shares for 2022 and 2021. Although Liberty Global Class B ordinary shares are traded on the Nasdaq Global Select Market, an established public trading market does not exist for the shares, as they are not actively traded.
The following table sets forth the quarterly range of high and low sales prices of Liberty Global Class B common shares for 2023 and 2022. Although Liberty Global Class B common shares are traded on the Nasdaq Global Select Market, an established public trading market does not exist for the shares, as they are not actively traded.
II-2 Stock Performance Graph The following graph compares the changes in the cumulative total shareholder return on our Liberty Global Class A, Class B and Class C ordinary shares from January 1, 2018 to December 31, 2022, to the change in the cumulative total returns of the Nasdaq US Benchmark Telecom TR Index and the Nasdaq US Benchmark TR Index (assuming reinvestment of dividends, where applicable).
II-2 Stock Performance Graph The following graph compares the changes in the cumulative total shareholder return on our Liberty Global Class A, Class B and Class C common shares from January 1, 2019 to December 31, 2023, to the change in the cumulative total returns of the Nasdaq US Benchmark Telecom TR Index and the Nasdaq US Benchmark TR Index (assuming reinvestment of dividends, where applicable).
The graph assumes that $100 was invested on January 1, 2018.
The graph assumes that $100 was invested on January 1, 2019.
Market Information Our share capital comprises Liberty Global Class A, Class B and Class C ordinary shares, which trade on the Nasdaq Global Select Market under the symbols “LBTYA,” “LBTYB,” and “LBTYK,” respectively. Share price information for securities traded on the Nasdaq Global Select Market can be found on the Nasdaq’s website at www.nasdaq.com.
Market Information Our share capital comprises Liberty Global Class A, Class B and Class C common shares, which trade on the Nasdaq Global Select Market under the symbols “LBTYA”, “LBTYB” and “LBTYK”, respectively. Share price information for securities traded on the Nasdaq Global Select Market can be found on the Nasdaq’s website at www.nasdaq.com .
II-1 Issuer Purchase of Equity Securities The following table sets forth information regarding our company’s purchase of its own equity securities during the three months ended December 31, 2022: Period Total number of shares purchased Average price paid per share (a) Total number of shares purchased as part of publicly-announced plans or programs Value of shares that may yet be repurchased under the plans or programs October 1, 2022 through October 31, 2022: Class A — — — (b) Class C 6,634,155 17.38 6,634,155 (b) November 1, 2022 through November 30, 2022: Class A — — — (b) Class C — — — (b) December 1, 2022 through December 31, 2022: Class A — — — (b) Class C — — — (b) Total — October 1, 2022 through December 31, 2022: Class A — — — (b) Class C 6,634,155 17.38 6,634,155 (b) _______________ (a) Average price paid per share includes direct acquisition costs.
II-1 Issuer Purchase of Equity Securities The following table sets forth information regarding our company’s purchase of its own equity securities during the three months ended December 31, 2023: Period Total number of shares purchased Average price paid per share (a) Total number of shares purchased as part of publicly-announced plans or programs Value of shares that may yet be repurchased under the plans or programs October 1, 2023 through October 31, 2023: Class A — — — (b) Class C 9,400,310 17.68 9,400,310 (b) November 1, 2023 through November 30, 2023: Class A — — — (b) Class C 4,491,261 17.26 4,491,261 (b) December 1, 2023 through December 31, 2023: Class A — — — (b) Class C 6,502,630 17.39 6,502,630 (b) Total — October 1, 2023 through December 31, 2023: Class A — — — (b) Class C 20,394,201 17.49 20,394,201 (b) _______________ (a) Average price paid per share includes direct acquisition costs.
Liberty Global Class B ordinary shares High Low 2022 First quarter $ 30.30 $ 23.55 Second quarter $ 26.20 $ 21.39 Third quarter $ 23.59 $ 16.62 Fourth quarter $ 20.99 $ 16.30 2021 First quarter $ 36.11 $ 22.58 Second quarter $ 38.89 $ 25.00 Third quarter $ 31.00 $ 26.15 Fourth quarter $ 30.85 $ 26.76 Holders As of January 31, 2023, there were 1,225, five and 1,390 record holders of Liberty Global Class A, Class B and Class C ordinary shares, respectively.
Liberty Global Class B common shares High Low 2023 First quarter $ 22.20 $ 18.20 Second quarter $ 19.84 $ 16.30 Third quarter $ 19.75 $ 16.86 Fourth quarter $ 18.44 $ 15.47 2022 First quarter $ 30.30 $ 23.55 Second quarter $ 26.20 $ 21.39 Third quarter $ 23.59 $ 16.62 Fourth quarter $ 20.99 $ 16.30 Holders As of January 31, 2024, there were 31,412, 46 and 34,322 record holders of Liberty Global Class A, Class B and Class C common shares, respectively.
(b) Under our current repurchase program that was approved in July 2021, we are authorized during 2023 to repurchase 10% of our total outstanding shares as of the beginning of the year, or approximately 45.9 million shares. Based on the respective closing share prices as of December 30, 2022, this would equate to total share repurchases of approximately $0.9 billion.
(b) Our original share buyback plan for 2023 authorized the repurchase of 10% of our outstanding shares as of December 31, 2022, and this was increased to a minimum of 15% in July 2023. We achieved this minimum as of October 30, 2023, and announced a further repurchase target of approximately $300.0 million through the end of January 2024.
Removed
However, the actual U.S. dollar amount of our share repurchases during 2023 will be determined by the actual transaction date share prices during the year and could differ significantly from this amount.
Added
At December 31, 2023, $101.7 million of this target remained and was fully achieved on January 26, 2024.
Removed
December 31, 2018 2019 2020 2021 2022 Liberty Global - Class A $ 59.54 $ 63.45 $ 67.58 $ 77.40 $ 52.82 Liberty Global - Class B $ 59.07 $ 63.97 $ 68.97 $ 79.21 $ 53.45 Liberty Global - Class C $ 60.99 $ 64.42 $ 69.89 $ 83.01 $ 57.42 Nasdaq US Benchmark Telecom TR Index $ 93.18 $ 117.75 $ 129.33 $ 136.23 $ 105.87 Nasdaq US Benchmark TR Index $ 94.56 $ 124.03 $ 150.41 $ 189.36 $ 152.00 II-3 Item 7.
Added
December 31, 2019 2020 2021 2022 2023 Liberty Global - Class A $ 106.56 $ 113.50 $ 129.99 $ 88.71 $ 83.27 Liberty Global - Class B $ 108.29 $ 116.76 $ 134.10 $ 90.48 $ 84.81 Liberty Global - Class C $ 105.62 $ 114.58 $ 136.09 $ 94.14 $ 90.31 Nasdaq US Benchmark Telecom TR Index $ 126.37 $ 138.80 $ 146.20 $ 113.62 $ 128.09 Nasdaq US Benchmark TR Index $ 131.17 $ 159.07 $ 200.26 $ 160.75 $ 203.23 II-3 Item 7.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations included in Part II of our Annual Report on Form 10-K, as amended, for the year ended December 31, 2021 (our 2021 10-K ), which is available through the Securities and Exchange Commission’s website at www.sec.gov.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations included in Part II of our Annual Report on Form 10-K, as amended, for the year ended December 31, 2022 (our 2022 10-K ), which is available through the Securities and Exchange Commission’s website at www.sec.gov.
Impact of COVID-19 The global COVID-19 pandemic continues to impact the economies of the countries in which we operate. However, during 2022, the impact on our company continued to be relatively minimal as demand for our products and services remained strong.
Impact of COVID-19 The global COVID-19 pandemic continues to impact the economies of the countries in which we operate. However, during 2023, the impact on our company continued to be relatively minimal as demand for our products and services remained strong.
Our operations comprise businesses that provide residential and B2B communications services in (i) Switzerland and Slovakia through UPC Holding, (ii) Belgium through Telenet and (iii) Ireland through VM Ireland.
Our operations comprise businesses that provide residential and B2B communications services in (i) Switzerland and Slovakia through Sunrise Holding, (ii) Belgium and Luxembourg through Telenet and (iii) Ireland through VM Ireland.
At December 31, 2022, our continuing operations owned and operated networks that passed 7,553,400 homes and served 4,083,200 fixed-line customers and 5,850,300 mobile subscribers. Broadband internet services. We offer multiple tiers of broadband internet service up to Gigabit speeds depending on location.
At December 31, 2023, our continuing operations owned and operated networks that passed 7,946,400 homes and served 4,055,500 fixed-line customers and 5,881,200 mobile subscribers. Broadband internet services. We offer multiple tiers of broadband internet service up to Gigabit speeds depending on location.
Unless otherwise indicated, convenience translations into U.S. dollars are calculated, and operational data is presented, as of December 31, 2022. 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.
Unless otherwise indicated, convenience translations into U.S. dollars are calculated, and operational data is presented, as of December 31, 2023. Certain prior year amounts have been reclassified to conform to the current year presentation. 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.
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. Through March 31, 2022, we provided residential and B2B communications services in Poland through UPC Holding.
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.
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 ).
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 competition we face, see
JV Entities to the VMO2 JV and began accounting for our 50% interest in the VMO2 JV as an equity method investment. For additional information, see note 6 to our consolidated financial statements. Operations Our company delivers market-leading products through next-generation networks that connect our customers to broadband internet, video, fixed-line telephony and mobile services.
For additional information regarding the sale of UPC Poland, including with respect to our use of proceeds, see note 6 to our consolidated financial statements. Operations Our company delivers market-leading products through next-generation networks that connect our customers to broadband internet, video, fixed-line telephony and mobile services.
It is not currently possible to estimate the duration and severity of the COVID-19 pandemic or the adverse economic impact resulting from the preventative measures taken to contain or mitigate its outbreak, therefore no assurance can be given that an extended period of global economic disruption would not have a material adverse impact on our business, financial condition and results of operations in future periods.
No assurance can be given that an extended period of global economic disruption would not have a material adverse impact on our business, financial condition and results of operations in future periods. Competition and Other External Factors We are experiencing competition in all of the markets in which we or our affiliates operate.
Removed
For additional information regarding the sale of UPC Poland, including with respect to our use of proceeds, see note 6 to our consolidated financial statements. Through May 31, 2021, our consolidated operations also provided residential and B2B communications services in the U.K. through Virgin Media. On June 1, 2021, we contributed the U.K.
Added
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.
Removed
For additional information regarding the competition we face, see
Added
In October 2023, we completed the Telenet Takeover Bid (as defined and described in note 14 to our consolidated financial statements), pursuant to which we increased our ownership interest in Telenet to 100%. Through March 31, 2022, we provided residential and B2B communications services in Poland through Sunrise Holding.
Added
It is not currently possible to predict whether there will be a significant resurgence of the COVID-19 pandemic as a result of new variants or otherwise, or to estimate the duration and severity of the COVID-19 pandemic or the adverse economic impact resulting from the preventative measures taken to contain or mitigate its outbreak.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Readers are cautioned not to place undue reliance on any forward-looking statement. Description of Business We are one of the world’s leading converged video, broadband and communications companies, with a commitment to providing our customers the “best in class” connectivity and entertainment services.
Readers are cautioned not to place undue reliance on any forward-looking statement. Description of Business We are one of the world’s leading converged broadband, video and communications companies, with a commitment to providing our customers “best in class” connectivity and entertainment services.
A home, residential multiple dwelling unit, or commercial unit may contain one or more RGUs. For example, if a residential customer subscribed to our video service, fixed-line telephony service and broadband internet service, the customer would constitute three RGUs. Total RGUs is the sum of Video, Internet and Telephony Subscribers.
A home, residential multiple dwelling unit or commercial unit may contain one or more RGUs. For example, if a residential customer subscribed to our broadband internet service, video service and fixed-line telephony service, the customer would constitute three RGUs. Total RGUs is the sum of Internet, Video and Telephony Subscribers.
Alternatively, a subscriber who has a voice and data plan for a mobile handset and a data plan for a laptop would be counted as two mobile subscribers.
Alternatively, a subscriber who has a data and voice plan for a mobile handset and a data plan for a laptop would be counted as two Mobile Subscribers.
Certain of our business service revenue is derived from small or home office ( SOHO ) subscribers that pay a premium price to receive enhanced service levels along with video, internet or telephony services that are the same or similar to the mass marketed products offered to our residential subscribers.
Certain of our business service revenue is derived from small or home office ( SOHO ) subscribers that pay a premium price to receive enhanced service levels along with internet, video or telephony services that are the same or similar to the mass marketed products offered to our residential subscribers.
Also, as a result of regulatory obligations, Telenet and other Belgian cable operators must give alternative providers access to their cable networks. Orange Belgium gained such access in 2016 and currently offers its mobile subscribers a triple play bundle, including mobile, enhanced video and broadband internet services.
Also, as a result of regulatory obligations, Telenet and other Belgian cable operators must give alternative providers access to their cable networks. Orange Belgium gained such access in 2016 and currently offers its mobile subscribers a triple-play bundle, including broadband internet, enhanced video and mobile services.
The primary goals of our executive compensation program are to: motivate our executives to maximize their contributions to the company’s success, attract and retain the best leaders for our business and align our executives’ interests with creating shareholder value.
The primary goals of our executive compensation program are to motivate our executives to maximize their contributions to the company’s success, attract and retain the best leaders for our business and to align our executives’ interests with creating shareholder value.
We are subject to must carry regulations in all markets in which we operate, and we do not expect the such obligations to be curtailed in the foreseeable future. NRAs may, in some cases, impose access obligations on service providers, regardless of whether they have SMP. Under the Code and the E.U.
We are subject to must-carry regulations in all markets in which we operate, and we do not expect such obligations to be curtailed in the foreseeable future. NRAs may, in some cases, impose access obligations on service providers, regardless of whether they have SMP. Under the Code and the E.U.
The AVMSD established quotas, applicable to both linear and non-linear services, for the transmission of European-produced programming and programs made by European producers who are independent of broadcasters. Such obligations are applicable to our businesses in the E.U. The U.K. and Switzerland have similar principles in their regulatory systems.
The AVMSD established quotas, applicable to both linear and non-linear services, for the transmission of European-produced programming and programs made by European producers who are independent of broadcasters. Such obligations are applicable to our businesses in the E.U. The U.K. and Switzerland have similar principles in their regulatory systems. E.U.
Swisscom launched an advanced set-top box in the market with voice control, Smart Home integration and content aggregation beyond video, such as music streaming and gaming services. Although its presence is limited, Salt focuses on value propositions by including TV within their bundles and providing access to OTT via Apple TV.
Swisscom launched an advanced set-top box in the market with voice control, Smart Home integration and content aggregation beyond video, such as music streaming and gaming services. Although its presence is limited, Salt focuses on value propositions by including television within their bundles and providing access to OTT via Apple TV.
The use of DOCSIS 3.1 technology provides us significantly higher efficiencies on our networks and allow us to offer faster speeds, in-home WiFi and better services. The new gateways and the continued upgrades to our network in the coming years will allow us to maximize high-speed connectivity over our broadband networks and deliver gigabit services in a cost-effective manner.
The use of DOCSIS 3.1 technology provides us significantly higher efficiencies on our networks and allows us to offer faster speeds, in-home WiFi and better services. The new gateways and the continued upgrades to our network in the coming years will allow us to maximize high-speed connectivity over our broadband networks and deliver gigabit services in a cost-effective manner.
For an additional monthly charge, a subscriber may upgrade to one of our extended digital tier services and receive an increased number of video and radio channels, including the channels in the basic tier service and additional HD and 4K channels. Our channel offerings include general entertainment, sports, movies, series, documentaries, lifestyles, news, adult, children and ethnic and foreign channels.
For an additional monthly charge, a subscriber may upgrade to one of our extended digital tier services and receive an increased number of video channels, including the channels in the basic tier service and additional HD and 4K channels. Our channel offerings include general entertainment, sports, movies, series, documentaries, lifestyles, news, adult, children and ethnic and foreign channels.
In addition, our businesses face competition from other FTTx-based providers or other indirect access providers. In each of our markets, we face competition with a dominant fixed-line telephony provider, most of which also have competitive mobile offers based on 4G or 5G services. In our largest markets, the key dominant telephony providers are Proximus (Belgium) and Swisscom (Switzerland).
In addition, our businesses face competition from other FTTx-based providers or other indirect access providers. In each of our markets, we face competition with a dominant fixed-line telephony provider, most of which also have competitive mobile offers based on 4G or 5G services. In our largest consolidated markets, the key dominant telephony providers are Swisscom (Switzerland) and Proximus (Belgium).
At home, our customers can benefit from the gigabit speeds enabled by our “ Connect Box ” (described below), as well as “ Intelligent WiFi ”, which has optimization functionalities, such as the ability to adapt to the number of people and devices online at any given time in order to improve and extend wireless connectivity reach and speeds.
At home, our customers can benefit from the gigabit speeds enabled by our “ Connect Box ” (described below), as well as “ Intelligent WiFi ”, which has optimization functionalities, such as the ability to adapt to the number of people and devices online at any given time in order to improve and extend wireless connectivity speeds.
In addition, European Commission regulations mandate that commercial providers of online content services (including OTT service providers) enable subscribers who are temporarily present in any Member State to access and use online content services in substantially the same manner as in their country of residence. We comply with these content portability requirements.
The European Commission regulations mandate that commercial providers of online content services (including OTT service providers) enable subscribers who are temporarily present in any Member State to access and use online content services in substantially the same manner as in their country of residence. We comply with these content portability requirements.
As noted above, the VMO2 JV has reached 1 Gbps connectivity in all of its 16.1 million premises. Moreover, the VMO2 JV announced its intention to upgrade its fixed network to full fiber-to-the-premise by the end of 2028 and extend its FTTH footprint to up to 23 million premises through its partnership with the nexfibre JV.
As noted above, the VMO2 JV has reached 1 Gbps connectivity in all 16.2 million premises. Moreover, the VMO2 JV announced its intention to upgrade its fixed network to full fiber-to-the-premise by the end of 2028 and extend its FTTH footprint to up to 23 million premises through its partnership with the nexfibre JV.
In the U.K., an SMP provider must provide termination on fair and reasonable terms, conditions and charges, which must be no higher than BT’s regulated charges unless certain conditions are met. Switzerland does not follow the E.U. standard, however. Call termination rates in Switzerland are unregulated and commercially negotiated by operators.
In the U.K., an SMP provider must provide termination on fair and reasonable terms, conditions and charges, which must be no higher than BT’s regulated charges unless certain conditions are met. Switzerland does not follow the E.U. standard. Call termination rates in Switzerland are unregulated and commercially negotiated by operators.
If an agreement cannot be found for fixed termination rates, the parties may initiate proceedings at the Communication Commission (ComCom), which then sets cost-oriented termination rates. Overall, termination rates in Switzerland are higher than the E.U. average. In each country in which we operate, we have been found to have SMP for call termination.
If an agreement cannot be found for fixed termination rates, the parties may initiate proceedings at the Communication Commission, which then sets cost-oriented termination rates. Overall, termination rates in Switzerland are higher than the E.U. average. In each country in which we operate, we have been found to have SMP for call termination.
Pursuant to an agreement executed on June 28, 2008 (the 2008 PICs Agreement ) with four associations of municipalities in Belgium (the pure intercommunales or PICs ), Telenet leases the PICs broadband communications network and, accordingly, makes its services available to all of the homes passed by the cable network owned by the PICs.
Pursuant to an agreement executed on June 28, 2008 (the 2008 PICs Agreement ) with four associations of municipalities in Belgium (the pure intercommunales or “ PICs ”), Telenet leases the PICs broadband communications network and, accordingly, makes its services available to all of the homes passed by the cable network owned by the PICs.
Additional scrutiny is also imposed under the national foreign direct investment screening regimes recently adopted by the U.K. and by some E.U. Member States. Such regimes which allow national governments to review and impose conditions on certain transactions involving critical infrastructures such as telecommunications.
Additional scrutiny is also imposed under the national foreign direct investment screening regimes recently adopted by the U.K. and by some E.U. Member States. Such regimes allow national governments to review and impose conditions on certain transactions involving critical infrastructures such as telecommunications.
(8) Pursuant to service agreements, Switzerland offers broadband internet, video and telephony services over networks owned by third-party operators ( partner networks ), and following the acquisition of Sunrise, also service homes through Sunrise’s existing agreements with Swisscom, Swiss Fibre Net and local utilities.
(8) Pursuant to service agreements, Sunrise offers broadband internet, video and telephony services over networks owned by third-party operators ( partner networks ), and following the acquisition of Sunrise, also services homes through Sunrise’s existing agreements with Swisscom, Swiss Fibre Net and local utilities.
In seeking licenses for content, we, including the VMO2 JV and the VodafoneZiggo JV, as applicable, partner with leading international and regional pay television providers, such as Disney, Sony, UKTV Paramount Global, AMC, NBCUniversal, RTL, BBC and Warner Bros. Discovery (including HBO).
In seeking licenses for content, we, including the VMO2 JV and the VodafoneZiggo JV, as applicable, partner with leading international and regional pay television providers, such as Disney, Sony, Paramount Global, AMC, NBCUniversal, RTL, BBC and Warner Bros. Discovery (including HBO).
In all of our markets, competitors offer high-speed mobile data via 4G or 5G networks. In this intense competitive environment, internet speed and pricing are the key criteria for customers. Our strategy is seamless speed leadership.
In all of our markets, competitors offer high-speed mobile data via 4G or 5G networks. In this intense competitive environment, internet speed and pricing are the key criteria for customers. Our broadband strategy is seamless speed leadership.
Such obligations must be based on clearly defined general interest objectives, be proportionate and transparent and be subject to periodic review. The U.K. and Switzerland have a regulatory system that reflects these principles.
Such obligations must be based on clearly defined general interest objectives, be proportionate and transparent and be subject to periodic review. The U.K. and Switzerland each have a regulatory system that reflects these principles.
In this section, we begin with an overview on the competitive nature of the broadband internet, video, mobile and telephony services in our markets, and then provide information on key competitors in our more material markets.
In this section, we begin with an overview on the competitive nature of the broadband internet, video, mobile and telephony services in our markets, and then provide information on key competitors in certain of our more material markets.
In addition, in all of our markets we offer global premium OTT services such as Netflix, YouTube and Amazon Prime Video, and we also offer local OTT services via a large portion of our set-top boxes.
In addition, in all of our markets we offer global premium OTT services such as Netflix, YouTube and Prime Video, and we also offer local OTT services via a large portion of our set-top boxes.
Horizon 4 comes with a state-of-the-art personal user interface that is intuitively easy to navigate. Content recommendations and favorite channel settings can be customized to individual user profiles. Video playback control, navigation shortcuts and content searches can all be conducted via a voice control button on the remote control, a feature highly appreciated by our customers.
Horizon 5 comes with a state-of-the-art personal user interface that is intuitively easy to navigate. Content recommendations and favorite channel settings can be customized to individual user profiles. Video playback control, navigation shortcuts and content searches can all be conducted via a voice control button on the remote control, a feature highly appreciated by our customers.
Internet Our businesses face competition in a rapidly evolving broadband marketplace from both incumbent and non-incumbent telecommunications companies, mobile operators and other internet service providers, many of which have substantial resources. The internet services offered by these competitors include both fixed-line broadband internet via cable, digital subscriber lines ( DSL ) or FTTx and wireless broadband.
I-17 Internet Our businesses face competition in a rapidly evolving broadband marketplace from both incumbent and non-incumbent telecommunications companies, mobile operators and other internet service providers, many of which have substantial resources. The internet services offered by these competitors include both fixed-line broadband internet via cable, digital subscriber lines ( DSL ) or FTTx and wireless broadband.
The first of the reporting requirements relevant to Liberty Global will apply in 2025 (for fiscal year 2024 reporting), with additional reporting requirements coming into effect on a staggered basis until 2029. Our operating companies are also subject to both national and European level regulations on competition and on consumer protection, which are largely regulated under the Code.
The first of the reporting requirements relevant to Liberty Global will apply in 2026 (for fiscal year 2025 reporting), with additional reporting requirements coming into effect on a staggered basis until 2029. Our operating companies are also subject to both national and European level regulations on competition and consumer protection, which are largely regulated under the Code.
These services fall into five broad categories: • data services for fixed internet access, with a 4G connectivity backup, IP virtual private networks based on SDWAN solutions, and high-capacity point-to-point services, including dedicated cloud connections; • cloud collaboration VoIP solutions and circuit switch telephony, unified communications and conferencing options; • wireless services for mobile voice and data, as well as managed WiFi networks; • video programming packages and select channel lineups for targeted industries or full programming packages for SOHO customers; and • value added services, including managed security systems, cloud enabled business applications, storage and web hosting.
These services fall into five broad categories: • data services for fixed internet access with a 4G connectivity backup, IP VPNs based on SDWAN solutions and high-capacity point-to-point services, including dedicated cloud connections; • cloud collaboration VoIP solutions and circuit switch telephony, unified communications and conferencing options; • wireless services for mobile voice and data, as well as managed WiFi networks; • video programming packages and select channel lineups for targeted industries or full programming packages for SOHO customers; and • value-added services, including managed security systems, cloud enabled business applications, storage and web hosting.
The extent of any such adverse impacts ultimately will be dependent on the degree to which competitors take advantage of the access of Telenet’s network, the rates that Telenet receives for such access and other competitive factors or market developments. I-25 Significant Joint Venture Entities United Kingdom End of Contract Notifications and Annual Best Tariff Notifications .
The extent of any such adverse impacts ultimately will be dependent on the degree to which competitors take advantage of the access to Telenet’s network, the rates that Telenet receives for such access and other competitive factors or market developments. I-27 Significant Joint Venture Entities United Kingdom End of Contract Notifications and Annual Best Tariff Notifications .
I-17 Our ability to attract and retain customers depends on our continued ability to acquire appealing content, provide easy to use services on acceptable terms and to deliver content on multiple devices inside and outside the home. Some competitors have obtained long-term exclusive contracts for certain programming, which limits the opportunities for other providers to offer such programs.
Our ability to attract and retain customers depends on our continued ability to acquire appealing content, provide easy to use services on acceptable terms and to deliver content on multiple devices inside and outside the home. Some competitors have obtained long-term exclusive contracts for certain programming, which limits the opportunities for other providers to offer such programs.
For purposes of the Code, a service provider has SMP where it enjoys a position of significant economic strength, affording it the power to behave independently of competitors, customers and consumers to an appreciable extent. I-21 If a service provider is found to have SMP in any particular market, the applicable NRA must impose certain conditions on that service provider.
For purposes of the Code, a service provider has SMP where it enjoys a position of significant economic strength, affording it the power to behave independently of competitors, customers and consumers to an appreciable extent. If a service provider is found to have SMP in any particular market, the applicable NRA must impose certain conditions on that service provider.
For our VoD services, we license a variety of programming, including box sets of television series, movies, music, kids’ programming and documentaries. In recent years, OTT apps have become increasingly important in the content space and, as part of our content strategy, we have put in place deals with a number of global and regional app providers.
For our VoD services we license a variety of programming, including box sets of television series, movies, music, kids’ programming and documentaries. I-16 In recent years, OTT apps have become increasingly important in the content space and, as part of our content strategy, we have put in place deals with a number of global and regional app providers.
Services offered without charge on a long-term basis (e.g., certain preferred subscribers or free service to employees) generally I-6 are not counted as RGUs. We do not include subscriptions to mobile services in our externally reported RGU counts. In this regard, our RGU counts exclude our separately reported postpaid and prepaid mobile subscribers.
Services offered without charge on a long-term basis (e.g., certain preferred subscribers or free service to employees) generally are not counted as RGUs. We do not include subscriptions to mobile services in our externally reported RGU counts. In this regard, our RGU counts exclude our separately reported postpaid and prepaid mobile subscribers.
Customers who do not pay a recurring monthly fee are excluded from our mobile subscriber count after periods of inactivity ranging from 30 to 90 days, based on industry standards within the respective country. In a number of countries, our mobile subscribers receive mobile services pursuant to prepaid contracts.
Customers who do not pay a recurring monthly fee are excluded from our Mobile Subscriber count after periods of inactivity ranging from 30 to 90 days, based on industry standards within the respective country. In a number of countries, our Mobile I-7 Subscribers receive mobile services pursuant to prepaid contracts.
This all-IP mini 4K capable TV box has extremely low power consumption, and its casing is made from recycled plastic, proudly winning us the Digital TV Europe’s Video Tech Innovation Sustainability Award in December 2020 as well as the Red Dot Product Design Award in 2021.
This all-IP mini 4K capable set-top box has extremely low power consumption and its casing is made from recycled plastic, proudly winning us the Digital TV Europe’s Video Tech Innovation Sustainability Award in December 2020, as well as the Red Dot Product Design Award in 2021.
Alongside our HFC network, we are increasingly rolling out services based on FTTH and leveraging fixed wireless access ( FWA ) technologies to service customers not covered by our fixed networks in areas where it may not be cost effective to deploy fixed networks. I-13 We closely monitor our network capacity and customer usage.
Alongside our HFC network, we are increasingly rolling out services based on FTTH and leveraging fixed wireless access ( FWA ) technologies to service customers not covered by our fixed networks in areas where it may not be cost effective to deploy fixed networks. We closely monitor our network capacity and customer usage.
The OTT video providers (such as HBO Now, Amazon Prime Video, Netflix, Disney+ and AppleTV+) offer VoD service for television series, movies and programming from broadcasters. Generally, the content libraries of such services are offered for a monthly fee. Typically, these services are available on multiple devices in and out of the home.
The OTT video providers (such as HBO Now, Prime Video, Netflix, Disney+ and AppleTV+) offer VoD services for television series, movies and programming from broadcasters. Generally, the content libraries of such services are offered for a monthly fee. Typically, these services are available on multiple devices in and out of the home.
Certain of our Homes Passed counts are based on census data that can change based on either revisions to the data or from new census results. Due to the fact that we do not own the partner networks (defined below) used in Switzerland (see note 8 below), we do not report homes passed for Switzerland’s partner networks.
Certain of our Homes Passed counts are based on census data that can change based on either revisions to the data or from new census results. Due to the fact that we do not own the partner networks (defined below) used in Switzerland (see note 8 below), we do not report homes passed for Sunrise’s partner networks.
We update our bundles and packages on an ongoing basis to meet the needs of our customers and to retain an attractive value-for-money ratio. Ultra-high download speeds of 1 Gbps are available throughout our operational footprints in each of the U.K., Belgium, the Netherlands, Switzerland and Ireland.
We update our bundles and packages on an ongoing basis to meet the needs of our customers and to retain an attractive value-for-money proposition. Ultra-high download speeds of 1 Gbps are available throughout our operational footprints in each of Switzerland, Belgium, Ireland, the U.K. and the Netherlands.
Where mobile voice and data are available, we focus on our converged service offerings at attractive prices. In our other operations, we use the triple-play bundle as a means of driving video, as well as other products where convenience and price can be leveraged across the portfolio of services.
Where mobile voice and data are available, we focus on our FMC service offerings at attractive prices. In our other operations, we use the triple-play bundle as a means of driving video, as well as other products where convenience and price can be leveraged across the portfolio of services.
I-12 In connection with the formation of the nexfibre JV, we entered into shareholders agreements with Telefónica and InfraVia, providing for the governance of the nexfibre JV, including, among other things, its dividend policy and non-compete provisions. It also provides for restrictions on transfer of interests in the nexfibre JV and exit arrangements.
In connection with the formation of the nexfibre JV, we entered into shareholders agreements with Telefónica and InfraVia, providing for the governance of the nexfibre JV, including, among other things, its dividend policy and non-compete provisions. It also provides for restrictions on transfer of interests in the nexfibre JV and exit arrangements.
Subscriber information for acquired entities is preliminary and subject to adjustment until we have completed our review of such information and determined that it is presented in accordance with our policies. I-7 Products and Services Our main products and services are intelligent WiFi and internet services, video, mobile and telephony services.
Subscriber information for acquired entities is preliminary and subject to adjustment until we have completed our review of such information and determined that it is presented in accordance with our policies. I-8 Products and Services Our main products and services are intelligent WiFi and internet services, video, mobile and telephony services.
In connection with the formation of the VodafoneZiggo JV, we entered into a shareholders agreement with Vodafone Group plc ( Vodafone ) providing for the governance of the VodafoneZiggo JV, including, among other things, its dividend policy and non-compete provisions. It also provides for restrictions on the transfer of interests in the VodafoneZiggo JV and exit arrangements.
In connection with the formation of the VodafoneZiggo JV, we entered into a shareholders agreement with Vodafone providing for the governance of the VodafoneZiggo JV, including, among other things, its dividend policy and non-compete provisions. It also provides for restrictions on the transfer of interests in the VodafoneZiggo JV and exit arrangements.
I-24 The U.K.’s recent Telecoms Security Act imposes a new security framework on telecommunication providers and gives the U.K. government new powers to, among other things, direct telecommunication providers to remove HRVs from their networks. Similar legislation has also been adopted in the Netherlands and Belgium.
The U.K.’s recent Telecoms Security Act imposes a new security framework on telecommunication providers and gives the U.K. government new powers to, among other things, direct telecommunication providers to remove HRVs from their networks. Similar legislation has also been adopted in the Netherlands and Belgium.
Each bundled cable, internet or telephony service is counted as a separate RGU regardless of the nature of any bundling discount or promotion. Non-paying subscribers are counted as subscribers during their free promotional service period. Some of these subscribers may choose to disconnect after their free service period.
Each bundled internet, video or telephony service is counted as a separate RGU regardless of the nature of any bundling discount or promotion. Non-paying subscribers are counted as subscribers during their free promotional service period. Some of these subscribers may choose to disconnect after their free service period.
Thanks to the 360 integration of Horizon 4 across multiple screens, customers can pause a program, series or movie and seamlessly continue watching from where they left off on another device, whether on a television, tablet, smart phone or laptop.
Thanks to the 360 integration of Horizon 5 across multiple screens, customers can pause a program, series or movie and seamlessly continue watching from where they left off on another device, whether on a television, tablet, smart phone or laptop.
Under the dividend policy, the VodafoneZiggo JV is required to distribute all unrestricted cash to Vodafone and us, subject to minimum cash requirements and financing arrangements. We also entered into a framework agreement with the VodafoneZiggo JV to provide access to each partner’s expertise in the telecommunications business.
Under the dividend policy, the VodafoneZiggo JV is required to distribute all unrestricted cash to Vodafone and us, subject to minimum cash requirements and financing arrangements. We also entered into a framework agreement with the VodafoneZiggo JV to provide access to each partner’s expertise in the telecommunications industry.
These telephony competitors are also the largest mobile operators in these markets based on number of SIM cards. These competitors include their mobile products in bundles with fixed-line services. Moreover, there is a fundamental shift in customer preference towards mobile and OTT.
These telephony competitors are also the largest mobile operators in these markets based on number of SIM cards. These competitors include their mobile products in bundles with I-20 fixed-line services. Moreover, there is a fundamental shift in customer preference towards mobile and OTT.
Instead, the parties must perform “transfer impact assessments” in order to address any possible risks in the data transfer and take supplementary measures. The impact assessment takes into account maters such as the circumstances of the transfer, the nature of the parties, the personal data involved and the laws and practices of the country of destination.
Instead, the parties must perform “transfer impact assessments” in order to address any possible risks in the data transfer and take supplementary measures. The impact assessment takes into account matters such as the circumstances of the transfer, the nature of the parties, the personal data involved and the laws and practices of the country of destination.
While the Digital Markets Act will have an immaterial impact on our business, under the Digital Services Act we will have additional obligations imposed on us, including with respect to periodic reporting, content moderation and the establishment of points of contact with national authorities and customers.
While the Digital Markets Act will have an immaterial impact on our business, under the Digital I-26 Services Act we will have additional obligations imposed on us, including with respect to periodic reporting, content moderation and the establishment of points of contact with national authorities and customers.
The information on our website is not part of this Annual Report and is not incorporated by reference herein. The SEC also maintains a website address at www.sec.gov that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC.
The information on our website is not part of this Annual Report and is not incorporated by reference herein. The SEC also maintains a website address at www.sec.gov that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC. I-28
In most of our footprint we offer converged fixed and mobile experiences in and out of the home, and it is our ambition to further enhance this proposition through strategic acquisitions and partnerships and through product development to offer our customers a world-class suite of products and services.
Across our footprint we offer converged fixed and mobile experiences in and out of the home, and it is our ambition to further enhance this proposition through strategic acquisitions and partnerships and through product development to offer our customers a world-class suite of products and services.
(7) Our Mobile Subscriber count represents the number of active subscriber identification module ( SIM ) cards in service rather than services provided. For example, if a mobile subscriber has both a data and voice plan on a smartphone this would equate to one mobile subscriber.
(7) Our Mobile Subscriber count represents the number of active SIM cards in service rather than services provided. For example, if a mobile subscriber has both a data and voice plan on a smartphone this would equate to one Mobile Subscriber.
As stated above, we are expanding our HFC and FTTH footprint. In addition, we are seeking mobile service opportunities where we have established cable networks and expanding our fixed-line networks where we have a strong mobile offering. This will allow us to offer converged fixed-line and mobile services to our customers.
As stated above, we are expanding our HFC and FTTH footprint. In addition, we are seeking mobile service opportunities where we have established cable networks and expanding our fixed-line networks where we have a strong mobile offering. This will allow us to offer FMC services to our customers.
In addition, when we offer third-party VoD services on our network, it is the third-party I-22 provider, and not us as the distributor, that is regulated in respect of these services. The U.K. and Switzerland have regulatory systems that also reflect these principles.
In addition, when we offer third-party VoD services on our network, it is the third-party provider, and not us as the distributor, that is regulated in respect of these services. The U.K. and Switzerland have regulatory systems that also reflect these principles.
Through Replay TV, the last seven days of content (subject to rights related to blackouts) is made available via the electronic programming guide ( EPG ) for on demand viewing. Customers can simply open the EPG, scroll back and replay linear programming instantly.
Through Replay TV, the last seven days of content (subject to blackout-related rights) is made available via the electronic programming guide ( EPG ) for on demand viewing. Customers can simply open the EPG, scroll back and replay linear programming instantly.
These television licensable content service ( TLCS ) licenses are granted and administered by the U.K. Office of Communications ( Ofcom ), the U.K.’s NRA. Under these licenses, each covered service must comply with a number of Ofcom codes, including the Broadcasting Code, and with all of Ofcom’s directions.
These television licensable content service ( TLCS ) licenses are granted and administered by Ofcom, the U.K.’s NRA. Under these licenses, each covered service must comply with a number of Ofcom codes, including the Broadcasting Code, and with all of Ofcom’s directions.
When personal data is transferred outside the EEA, special safeguards stemming from the GDPR, such as the adoption of adequacy decisions and the use of standard contractual clauses ( SCCs ), are enforced to ensure that data is transferred in a protected manner.
When personal data is transferred outside the EEA, special safeguards stemming from the GDPR, such as the adoption of adequacy decisions and the use of standard contractual clauses ( SCCs ), are enforced to I-25 ensure that data is transferred in a protected manner.
Service packages can have different levels of data allowances, voice minutes and network speed, as well as differing other aspects, such as roaming charges and contract duration. Post-paid services are also offered as a bundle with fixed services, and by taking a “converged” offering, customers typically receive some benefits such as lower total cost or additional features.
Service packages can have different levels of data allowances, voice minutes and network speed, as well as other differing aspects, such as roaming charges and contract duration. Postpaid services are also offered as a bundle with fixed services, and by taking a “converged” offering, customers typically receive some benefits, such as lower total cost or additional features.
Our content strategy is based on: • proposition (exceeding our customers’ entertainment desires and expectations); • product (delivering the best content available); I-14 • procurement (investment in the best brands, movies, shows and sports); and • partnering (strategic alignment, acquisitions and growth opportunities).
Our content strategy is based on: • proposition (exceeding our customers’ entertainment desires and expectations); • product (delivering the best content available); • procurement (investment in the best brands, movies, shows and sports); and • partnering (strategic alignment, acquisitions and growth opportunities).
The new law aims to help ensure media pluralism across the E.U., as well as ownership transparency requirements, especially with respect to foreign financing and the introduction of a review mechanism for concentrations of media companies.
The new law aims to help ensure media pluralism across the E.U., as well as ownership transparency requirements, especially with I-24 respect to foreign financing and the introduction of a review mechanism for concentrations of media companies.
On June 28, 2021, the European Commission adopted an adequacy decision for the U.K., as the U.K.’s data protection system is based on the same GDPR rules that were applicable when the U.K. was a Member State.
On June 28, 2021, the European Commission adopted an adequacy decision for the U.K., as the U.K.’s data protection system is based on the same GDPR rules that were applicable when the U.K. was an E.U. Member State.
A breakdown of our revenue by major category for our consolidated reportable segments appears in note 19 to our consolidated financial statements included in Part II of this Annual Report on Form 10-K. As a trusted provider of telecommunications services for our customers, we strive to ensure the connections we make today are building for a sustainable future.
A breakdown of our revenue by major category for our consolidated reportable segments appears in note 19 to our consolidated financial statements included in Part II of this Annual Report on Form 10-K. As a provider of telecommunications services, we strive to ensure that the connections we make today are building for a sustainable future.
Horizon 4 is available in all of our markets on the latest set top boxes and is capable of delivering 4K video content, including high dynamic range. The platform also features a ‘Personal Home’ page that automatically aggregates content, both linear and VoD, in a streamlined user interface, based on the user’s viewing habits.
Horizon 5 is available in all of our markets on the latest set-top boxes and is capable of delivering 4K video content, including high dynamic range ( HDR ). The platform also features a ‘Personal Home’ page that automatically aggregates content, both linear and VoD, in a streamlined user interface based on the user’s viewing habits.
With its mobile services, the VodafoneZiggo JV is able to offer quad-play bundles and converged services to its residential and business customers. Additional Business Information Ventures Liberty Global’s investment arm, Liberty Global Ventures, has amassed a portfolio of investments in more than 75 companies across the world, investing in the fields of content, technology and infrastructure.
With its mobile services, the VodafoneZiggo JV is able to offer quad-play bundles and FMC services to its residential and business customers. Additional Business Information Ventures Liberty Global’s investment arm, Liberty Global Ventures, has amassed a portfolio of investments in more than 75 companies and funds across the world, investing in the fields of content, technology and infrastructure.
This service is tailored to the specific market based on available content, consumer preferences and competitive offers, and it includes various programming, such as music, kids, documentaries, adult, sports and TV series.
This service is tailored to the specific market based on available content, consumer preferences and competitive offers and it includes various programming, such as music, kids, documentaries, adult, sports and television series.
To retain our competitive position, we provide our subscribers with TV everywhere products and premium OTT video services through our online mobile apps, VoD and Replay TV services or through our arrangements with Netflix, Amazon, YouTube and others.
To retain our competitive position, we provide our subscribers with television everywhere products and premium OTT video services through our online mobile apps, VoD and Replay TV services through our arrangements with Netflix, Amazon, YouTube and others.
We compete on value by offering advanced digital services with a premier user interface, such as cloud recording and DVR functionality, HD/4K, VoD, voice control, OTT aggregation, Replay TV and multiscreen services via a superior user interface. We also compete by offering attractive content packages, as well as bundled services, at reasonable prices.
We compete on value by offering advanced digital services with a premier user interface, such as cloud recording and DVR functionality, HD/4K, VoD, voice control, OTT aggregation, Replay TV and multi-screen services via a superior user interface. We also compete by offering attractive content packages, as well as bundled services, at reasonable prices.
Liberty Global prides itself on the achievements it has made with respect to DE&I, but it recognizes that there is much work still to be done, and that to grow as a company we must invest in our people so that they can be themselves at work everyday.
Liberty Global prides itself on the achievements it has made with respect to DE&I, but it recognizes that there is much work still to be done, and that to grow as a company, we must invest in our people so that they can be themselves at work every day.
The broadband distribution and mobile service industries are changing rapidly and, therefore, the forward-looking statements of expectations, plans and intent in this Annual Report are subject to a significant degree of risk.
The broadband distribution and mobile service industries are changing rapidly and, therefore, the forward-looking statements of expectations, plans and intents in this Annual Report are subject to a significant degree of risk.
In combination with the VMO2 JV’s existing network and planned FTTH upgrades, the VMO2 JV and the nexfibre JV networks are expected to expand gigabit coverage to approximately 80% of the U.K. once completed.
In combination with the VMO2 JV’s existing network and planned FTTH upgrades, the VMO2 JV and the nexfibre JV networks are looking to expand gigabit coverage to approximately 80% of the U.K. once completed.
Customers can also start watching a program on one television and pick up where they left off on other boxes in another room or through an app on their smart phones and tablets. Over 50% of the VMO2 JV’s customers have the Virgin Media V6 box.
Customers can also start watching a program on one television and pick up where they left off on other boxes in another room or through an app on their smart phones and tablets. A majority of the VMO2 JV’s customers have the Virgin Media V6 box.
When a data transfer involves a third country that has not been granted an adequacy decision, our operations must use SCCs. The European Commission has issued an implementing decision on new SCCs, under which it makes clear that using standard contractual clauses does not automatically make an international data transfer GDPR compliant.
When a data transfer involves a third country that has not been granted an adequacy decision, our operations must use SCCs. The European Commission has issued an implementing decision on new SCCs, under which it makes clear that using SCCs does not automatically make an international data transfer GDPR compliant.
In addition, we have produced the Swiss sitcom Fassler-Kunz , the Swiss series Im Heimatland and the original Belgian series Chaussée d’Amour and De Dag with local production companies. These television series will primarily be available to our customers on an on-demand basis.
In addition, we have produced the Swiss sitcom Fassler-Kunz , the Swiss series Im Heimatland and the original Belgian series Chaussée d’Amour and De Dag with local production companies. These television series are primarily available to our customers on an on-demand basis.
We have approximately 30,100 “lifeline” customers that are counted on a per connection basis, representing the least expensive regulated tier of video cable service, with only a few channels. (5) Telephony Subscribers are homes, residential multiple dwelling units or commercial units that receive voice services over our networks, or that we service through a partner network.
We have approximately 31,000 “lifeline” customers that are counted on a per connection basis, representing the least expensive regulated tier of video cable service, with only a few channels. (5) Telephony Subscribers are homes, residential multiple dwelling units or commercial units that receive voice services over our networks or that we service through a partner network.
I-10 Our telephony service may be selected in several of our markets on a standalone basis and in all of our markets in combination with one or more of our other services.
Our telephony service may be selected in several of our markets on a standalone basis and in all of our markets in combination with one or more of our other services.
Our latest next generation product suite is called “ Horizon 4 ”, a cloud-based, multi-screen entertainment platform that combines linear television (including recording and replay features), premium video-on-demand (“ VoD ”) offerings, an increasing amount of integrated premium global and local video applications and mobile viewing into one entertainment experience.
Our latest next generation product suite is called “ Horizon 5 ”, a cloud-based, multi-screen entertainment platform that combines linear television (including recording and I-10 replay features), premium video-on-demand (“ VoD ”) offerings, an increasing amount of integrated premium global and local video applications and mobile viewing into one entertainment experience.
The VodafoneZiggo JV’s customers also have access to Vodafone’s nationwide 4G (referred to herein as LTE ) and 5G wireless services, under either a prepaid or postpaid service plan. The VodafoneZiggo JV provides its mobile services under various licenses that have a weighted average useful life of approximately 18 years as of December 31, 2022.
The VodafoneZiggo JV’s customers also have access to its nationwide 4G (referred to herein as “ LTE ”) and 5G wireless services under either a prepaid or postpaid service plan. The VodafoneZiggo JV provides its mobile services under various licenses that have a weighted average useful life of approximately 18 years as of December 31, 2023.
I-11 Our intermediate to long-term strategy is to enhance our capabilities and offerings in the business sector so we become a preferred provider in the business market. To execute this strategy, customer experience and strategic marketing play a key role.
Our intermediate to long-term strategy is to enhance our capabilities and offerings in the business sector so we become a preferred provider in the business market. To execute this strategy, partnerships, customer experience and strategic marketing play a key role.

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