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What changed in Liberty Global Ltd.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Liberty Global Ltd.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+575 added−624 removedSource: 10-K (2026-02-18) vs 10-K (2025-02-18)

Top changes in Liberty Global Ltd.'s 2025 10-K

575 paragraphs added · 624 removed · 477 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

21 edited+8 added−9 removed10 unchanged
Biggest changeIn connection with the sale of UPC Poland, we agreed to provide certain transitional services to iliad for a period of up to five years. These services principally comprise network and information technology-related functions. Other Transactions • On November 23, 2023, we completed the Redomiciliation, as described above in this section.
Biggest changeClosing of the transaction is subject to regulatory approval, which is expected in the first half of 2026. In addition, we have agreed to provide certain transitional services for a period of up to 42 months from the closing of the transaction. These services principally comprise network and information technology-related functions.
Where, in any forward-looking statement, we express an I-3 expectation or belief as to future results or events, such expectation or belief is expressed in good faith and believed to have a reasonable basis, but there can be no assurance that the expectation or belief will result or be achieved or accomplished.
Where, in any forward-looking statement, we express an expectation or belief as to future results or events, such expectation or belief is expressed in good faith and believed to have a I-3 reasonable basis, but there can be no assurance that the expectation or belief will result or be achieved or accomplished.
We made or entered into these acquisitions, dispositions and joint ventures in order to execute on our strategy to concentrate on markets where we can focus on creating national champion FMC businesses in core markets and unlock significant synergies. Acquisitions .
We entered into these acquisitions, dispositions and joint ventures in order to execute on our strategy to concentrate on markets where we can focus on creating national champion FMC businesses in core markets and unlock significant synergies. Acquisitions .
Primary Business Operations : Brand Entity Location Ownership (1) Telenet Belgium 100.0% Virgin Media Ireland 100.0% UPC Slovakia Slovakia 100.0% Virgin Media O2 United Kingdom 50.0% VodafoneZiggo Netherlands 50.0% (1) As of December 31, 2024.
Primary Business Operations : Brand Entity Location Ownership (1) Telenet Belgium 100.0% Virgin Media Ireland 100.0% UPC Slovakia (2) Slovakia 100.0% Virgin Media O2 United Kingdom 50.0% VodafoneZiggo Netherlands 50.0% (1) As of December 31, 2025.
Liberty Services currently generates most of its revenue from certain of our affiliates and related parties, however, it is focused on growing its unique scaled-based services to third parties.
Liberty Services currently generates most of its revenue from certain of our affiliates and related parties, but is focused on growing its unique, scaled-based services to third parties.
Unless otherwise indicated, convenience translations into United States ( U.S. ) dollars are calculated as of December 31, 2024, and operational data, including subscriber statistics and ownership percentages, are as of December 31, 2024. Acquisitions and Dispositions We have completed a number of strategic acquisitions, dispositions and joint ventures over the last several years.
Unless otherwise indicated, convenience translations into United States ( U.S. ) dollars are calculated as of December 31, 2025, and operational data, including subscriber statistics and ownership percentages, are as of December 31, 2025. Acquisitions and Dispositions We have entered into agreements related to, and completed, a number of strategic acquisitions, dispositions and joint ventures over the last several years.
In this Annual Report on Form 10-K, the terms “we”, “our”, “our company” and “us” may refer, as the context requires, to Liberty Global (or its predecessors) or collectively to Liberty Global (or its predecessors) and its subsidiaries and any of its joint ventures.
In this Annual Report on Form 10-K, the terms “we,” “our,” “our company” and “us” may refer, as the context requires, to Liberty Global (or its predecessors) or collectively to Liberty Global (or its predecessors) and its subsidiaries and any of its nonconsolidated joint ventures.
Item 1. BUSINESS Who We Are We are Liberty Global Ltd. (formerly Liberty Global plc) ( Liberty Global ), a dynamic team of operators and investors generating and delivering shareholder value through the strategic management of three platforms — Liberty Telecom, Liberty Growth and Liberty Services.
Item 1. BUSINESS Who We Are We are Liberty Global Ltd. ( Liberty Global ), a dynamic team of operators and investors generating and delivering long-term shareholder value through the strategic management of three complementary platforms: Liberty Telecom, Liberty Growth and Liberty Services.
We are pursuing strategies in each market to drive commercial momentum, finance and monetize network infrastructure, and pursue accretive transactions to deliver value to our shareholders. Liberty Growth invests, grows and rotates capital into scalable businesses across the technology, media/content, sports and infrastructure industries that we believe create unique opportunities to generate shareholder value.
We are pursuing strategies in each market to drive commercial momentum, finance and monetize network infrastructure and pursue accretive transactions that deliver value to our shareholders. Liberty Growth invests in scalable businesses across the technology, media, sports and infrastructure sectors that we believe create unique opportunities to generate shareholder value.
Through Liberty Telecom, we have built fixed mobile convergence ( FMC ) national champions that deliver market-leading connectivity and entertainment products through next-generation networks, providing approximately 80 million connections (at December 31, 2024) through some of Europe’s best-known consumer brands.
Liberty Telecom is a world leader in converged broadband, video and mobile communications that has built fixed-mobile convergence ( FMC ) national champions through some of Europe’s best-known consumer brands. These brands deliver market-leading connectivity and entertainment products through next-generation networks, providing approximately 80 million fixed and mobile connections at December 31, 2025.
Our significant joint venture transactions include: • On July 1, 2023, pursuant to an agreement dated July 19, 2022, Telenet and Fluvius System Operator CV ( Fluvius ) created an independent infrastructure company ( Wyre ) within their combined geographic footprint in the Flanders region of Belgium and in parts of Brussels (the Telenet Wyre Transaction ).
Telenet is now a wholly-owned, indirect subsidiary of Liberty Global. • On July 1, 2023, pursuant to an agreement dated July 19, 2022, Telenet and Fluvius System Operator CV ( Fluvius ) created an independent infrastructure company ( Wyre ) within their combined geographic footprint in the Flanders region of Belgium and in parts of Brussels (the Telenet Wyre Transaction ).
Title of shares Number of shares Average price paid per share (1) Aggregate purchase price (1) in millions Class A common shares — $ — $ — Class C common shares 38,260,604 $ 17.73 678.5 Total $ 678.5 _______________ (1) Amounts include direct acquisition costs.
Title of shares Number of shares Average price paid per share (1) Aggregate purchase price (1) in millions Class A common shares — $ — $ — Class C common shares 17,436,291 $ 11.02 192.1 Total $ 192.1 _______________ (1) Amounts include direct acquisition costs.
Our board of directors has approved a new share repurchase program for 2025 pursuant to which we are authorized to repurchase up to 10% of our outstanding shares as of December 31, 2024 . The following table provides a summary of our share repurchases during 2024.
Under our 2025 share repurchase program, we were authorized to repurchase up to 10% of our outstanding shares (measured as of December 31, 2024) during 2025. The following table provides a summary of our share repurchases during 2025.
Our significant acquisitions include: • On October 2, 2024 (the Formula E Acquisition Date ), we gained control of Formula E through the acquisition of the Formula E shares held by Warner Bros. Discovery, Inc. ( Warner Bros.
B2B Group is not consolidated in our financial statements. • On October 2, 2024 (the Formula E Acquisition Date ), we gained control of Formula E through the acquisition of the Formula E shares held by Warner Bros. Discovery, Inc. ( Warner Bros.
The companies each contributed certain cable infrastructure assets with Telenet and Fluvius owning 66.8% and 33.2% of Wyre, respectively.
The companies each contributed certain cable infrastructure assets with Telenet and Fluvius owning 66.8% and 33.2% of Wyre, respectively. Telenet and Liberty Global began consolidating Wyre’s results upon the closing of the transaction. Dispositions .
For a further description of our share repurchases, see note 14 to our consolidated financial statements included in Part II of this Annual Report on Form 10-K. Forward Looking Statements Certain statements in this Annual Report on Form 10-K constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.
For a further description of our share repurchases, see note 14 to our consolidated financial statements included in Part II of this Annual Report on Form 10-K.
All shares not acquired through the tender offer process were acquired through a statutory simplified “squeeze-out” procedure under applicable Belgian law. Telenet is now a wholly-owned, indirect subsidiary of Liberty Global. Joint Ventures .
All shares not acquired through the tender offer process were acquired through a statutory simplified “squeeze-out” procedure under applicable Belgian law.
In connection with the Spin-off, we agreed to provide certain transitional services to Sunrise for a period of up to five years.
In connection with the Spin-off, we agreed to provide certain I-2 transitional services to Sunrise for a period of up to five years. These services principally comprise information technology, back-office, compliance and specialty services functions.
Our significant dispositions include: • On November 8, 2024, we completed the spin-off of our former wholly-owned subsidiary, Sunrise Communications AG ( Sunrise ), following a series of transactions that resulted in the transfer to Sunrise of our Swiss telecommunications operations (the Spin-off ).
Liberty Global will also allow the use of the UPC brand for a transitional period of up to three years as part of the transaction. • On November 8, 2024, we completed the spin-off of our former wholly-owned subsidiary, Sunrise Communications AG ( Sunrise ), following a series of transactions that resulted in the transfer to Sunrise of our Swiss telecommunications operations (the Spin-off ).
As part of this arrangement, Liberty Global will continue to control the product roadmaps and retain the intellectual property for such platforms. Equity Transactions Share repurchases are an important part of our strategy in creating value for our shareholders.
The agreement has an initial five-year term, with an option to extend to eight years (the Infosys Partnership ). Equity Transactions Share repurchases are an important part of our strategy in creating value for our shareholders.
As of December 31, 2024, Liberty Growth holds investments valued at $3.1 billion in approximately 70 companies and funds, including stakes in ITV plc ( ITV ), Televisa Univision, Inc. ( Televisa Univision ), Plume Design, Inc. ( Plume ), EdgeConneX, Inc.
As of December 31, 2025, Liberty Growth held investments in approximately 70 companies and funds valued at approximately $3.4 billion. Liberty Services delivers innovative technology, operational and financial services to both Liberty Global affiliates and third parties.
Removed
( EdgeConneX ) and AE Group Sàrl ( AtlasEdge ), as well as our controlling interest in Formula E Holdings Ltd. ( Formula E ). Liberty Services offers innovative technology and finance service platforms that capitalize on our scale, best practices and expertise.
Added
(2) Sale of this business is pending; see note 6 to our consolidated financial statements included in Part II of this Annual Report on Form 10-K for further information.
Removed
Telenet and Liberty Global began consolidating Wyre’s results upon the closing of the transaction. • On December 15, 2022, we contributed cash to a newly-formed joint venture in the United Kingdom ( U.K. ) (the nexfibre JV ) that is anticipated to roll-out a new fiber network to 5-7 million new homes in the U.K. that are outside the existing footprint of the VMO2 JV (as defined below).
Added
Our significant acquisitions include: • On August 1, 2025, our 50:50 joint venture with Telefonica, S.A. in the United Kingdom (the U.K. ) (the VMO2 JV ) combined its business-to-business ( B2B ) operations with Daisy Group (the U.K. B2B Group ), a leading B2B provider of information technology, communications and cloud services in the U.K.
Removed
We beneficially own approximately 25% of the nexfibre JV, Telefónica (as defined below) beneficially owns 25% and InfraVia Capital Partners ( InfraVia ) beneficially owns the remaining 50%. We account for our interest in the nexfibre JV as an equity method investment. Dispositions .
Added
Following this transaction, the VMO2 JV owns 70% of the U.K. B2B Group’s equity capital, with Daisy Group owning the remaining 30%. As with the VMO2 JV, the U.K.
Removed
These services principally comprise information technology, back-office, compliance and specialty services functions. • On June 1, 2022, Telenet completed the sale of substantially all of its passive infrastructure and tower assets to DigitalBridge Investments LLC ( DigitalBridge ) (the Telenet Tower Sale ).
Added
Our significant dispositions include: • On December 18, 2025, we entered into an agreement to sell our operations in Slovakia to O2 Slovakia s.r.o., an affiliate of e& PPF Telecom Group B.V., for a total transaction value of approximately €95 million ($110 million), subject to customary debt and working capital adjustments at completion.
Removed
As part of the Telenet Tower Sale, Telenet entered into a master lease agreement to lease back the passive infrastructure and tower assets from DigitalBridge for an initial period of 15 years (the Telenet Tower Lease Agreement ).
Added
Other Transactions • On February 3, 2026, we announced a new strategic partnership with Google Cloud Services to embed new artificial intelligence ( AI ) services throughout our operating companies and European operations (the Google Partnership ).
Removed
As part of the Telenet Tower Lease Agreement, I-2 Telenet has also committed to lease back 475 build-to-suit sites over the term of the lease.
Added
Under the Google Partnership, we will integrate certain of Google’s AI-enabled services into our customer products and services, as well as into our networks to improve scalability, security and data sovereignty and drive cost efficiencies. The initial term of the Google Partnership is five years. • On November 23, 2023, we completed the Redomiciliation, as described above in this section.
Removed
Telenet will act as an agent over the construction of future towers on the build-to-suit sites. • On April 1, 2022, we completed the sale of our operations in Poland ( UPC Poland ) to a subsidiary of iliad S.A. ( iliad ).
Added
As of the date of this Annual Report on Form 10-K, no new share repurchase program has been approved for 2026, and therefore, at this time, we are not authorized to repurchase any shares during 2026.
Removed
The agreement has an initial five-year term, with an option to extend to eight years. Under this partnership, Liberty Global will license certain of its intellectual property to Infosys, who will then market our entertainment and connectivity platforms to customers outside of Liberty Global’s family of companies.
Added
Forward Looking Statements Certain statements in this Annual Report on Form 10-K constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.
Removed
Under our 2024 share repurchase program, we were authorized to repurchase up to 10% of our outstanding shares (measured at the start of the year) during 2024. This target was fully achieved on December 30, 2024.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

83 edited+16 added−2 removed175 unchanged
Biggest changeHowever, 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. As a result of unfavorable geopolitical conditions in 2024, credit markets were not offering attractive terms for issuance and thus we did not complete any refinancing transactions on our consolidated businesses.
Biggest changeAs a result of unfavorable geopolitical conditions in 2024 and 2025, credit markets were not offering attractive terms for issuance and thus we did not complete any refinancing transactions on our consolidated businesses. No assurance can be given that we will be able to complete these refinancing transactions or otherwise extend our debt maturities.
Spectrum cost and availability and regulation may adversely affect our business, financial condition and operating results . As we continue to enhance the quality of our services in certain geographic areas and deploy new technologies, including 5G, we may need to acquire additional spectrum in the future.
Spectrum cost and availability and regulation may adversely affect our business, financial condition and operating results . As we continue to enhance the quality of our services in certain geographic areas and deploy new technologies, including 5G technologies, we may need to acquire additional spectrum in the future.
Businesses, including ours, that offer multiple services, such as video distribution as well as broadband, telephony, and/or mobile services, or that are vertically integrated and offer both video distribution and programming content, often face close regulatory scrutiny from competition authorities.
Businesses, including ours, that offer multiple services, such as video distribution as well as broadband, telephony or mobile services, or that are vertically integrated and offer both video distribution and programming content, often face close regulatory scrutiny from competition authorities.
Some of these are managed, hosted, provided or used by third-party service providers or their vendors, to assist in conducting our business. In addition, the hardware supporting a large number of critical systems for our fixed network in a given country or geographic region may be housed in a relatively small number of locations.
Some of these are managed, hosted, provided or used by third-party service providers or their vendors, to assist us in conducting our business. In addition, the hardware supporting a large number of critical systems for our fixed network in a given country or geographic region may be housed in a relatively small number of locations.
If our MVNO arrangement is terminated, or if Three (Hutchison) fails to provide the services required under our MVNO arrangement, or if it fails to deploy and maintain its network and we are unable to find a replacement network operator on a timely and commercially reasonable basis, or at all, we could be prevented from continuing the mobile services relying on such MVNO arrangement.
If our MVNO arrangement is terminated, or if Three fails to provide the services required under our MVNO arrangement, or if it fails to deploy and maintain its network and we are unable to find a replacement network operator on a timely and commercially reasonable basis, or at all, we could be prevented from continuing the mobile services relying on such MVNO arrangement.
In light of the significant exposure that we have to the euro through our euro-denominated borrowings, derivative instruments, cash balances and cash flows, a redenomination event could have a material adverse impact on our company. We may not freely access the cash of our operating companies. Our operations are conducted through our subsidiaries and joint ventures.
In light of the significant exposure that we have to the euro through our euro-denominated borrowings, derivative instruments, cash balances and cash flows, a redenomination event could have a material adverse impact on our company. We may not freely access the cash of our operating companies. Our primary operations are conducted through our subsidiaries and joint ventures.
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.
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 sufficient, 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.
These provisions include the following: • authorizing a capital structure with multiple classes of common shares, a Class B share class that entitles the holders to 10 votes per share, a Class A share class that entitles the holders to one vote per share and a Class C share class that, except as otherwise required by applicable law, entitles the holders to no voting rights; • classifying our board of directors with staggered three-year terms, which may lengthen the time required to gain control of our board of directors; • prohibiting shareholder action by written resolution, thereby requiring all shareholder actions to be taken at a meeting of the shareholders; • establishing advance notice requirements for nominations of director candidates or for proposing matters that can be acted upon by shareholders at shareholder meetings; • requiring supermajority shareholder approval with respect to certain extraordinary matters, such as certain mergers, amalgamations or consolidations of the company, or in the case of certain amendments to our bye-laws; and • the existence of authorized and unissued shares which would allow our board to issue shares to persons friendly to current management, thereby protecting the continuity of its management, or which could be used to dilute the share ownership of persons seeking to obtain control of us.
These provisions include: authorizing a capital structure with multiple classes of common shares, a Class B share class that entitles the holders to 10 votes per share, a Class A share class that entitles the holders to one vote per share and a Class C share class that, except as otherwise required by applicable law, entitles the holders to no voting rights; classifying our board of directors with staggered three-year terms, which may lengthen the time required to gain control of our board of directors; prohibiting shareholder action by written resolution, thereby requiring all shareholder actions to be taken at a meeting of the shareholders; establishing advance notice requirements for nominations of director candidates or for proposing matters that can be acted upon by shareholders at shareholder meetings; requiring heightened shareholder approval with respect to certain extraordinary matters, such as certain mergers, amalgamations or consolidations of the company, or in the case of certain amendments to our bye-laws; and the existence of authorized and unissued shares which would allow our board to issue shares to persons friendly to current management, thereby protecting the continuity of its management, or which could be used to dilute the share ownership of persons seeking to obtain control of us.
The current macroeconomic environment is highly volatile, with continued instability in global markets, including ongoing trade negotiations, uncertainty over inflation and interest rates, energy price fluctuations, continued escalation in geopolitical tensions having all contributed to a challenging global economic environment.
The current macroeconomic environment is volatile, with continued instability in global markets, including ongoing trade negotiations, uncertainty over inflation and interest rates, energy price fluctuations, continued escalation in geopolitical tensions having all contributed to a challenging global economic environment.
Our interests in the VodafoneZiggo JV and the VMO2 JV are held pursuant to Shareholders’ Agreements that contain provisions relating to governance as well as transfer and exit rights, which, depending on the circumstances, may not be in the best interest of our company.
Our interests in the VodafoneZiggo JV, the VMO2 JV and the nexfibre JV are held pursuant to Shareholders’ Agreements that contain provisions relating to governance as well as transfer and exit rights, which, depending on the circumstances, may not be in the best interest of our company.
As a result of the restrictions contained in these debt instruments, the companies party thereto, and their subsidiaries, could be unable to obtain additional capital in the future to: • fund property and equipment additions or acquisitions that could improve their value; • meet their loan and capital commitments to their business affiliates; • invest in companies in which they would otherwise invest; • fund any operating losses or future development of their business affiliates; • obtain lower borrowing costs that are available from secured lenders or engage in advantageous transactions that monetize their assets; or • conduct other necessary or prudent corporate activities.
As a result of the restrictions contained in these debt instruments, the companies party thereto, and their subsidiaries, could be unable to obtain additional capital in the future to, among other things: fund property and equipment additions or acquisitions that could improve their value; meet their loan and capital commitments to their business affiliates; invest in companies in which they would otherwise invest; fund any operating losses or future development of their business affiliates; obtain lower borrowing costs that are available from secured lenders or engage in advantageous transactions that monetize their assets; or conduct other necessary or prudent corporate activities.
Our services to mobile customers in Ireland rely on the use of an MVNO arrangement, currently with Three (Hutchison), whereby we utilize the radio access networks of a third-party wireless network provider to carry our mobile communications traffic.
Currently, our services to mobile customers in Ireland rely on the use of an MVNO arrangement with Three, whereby we utilize the radio access networks of a third-party wireless network provider to carry our mobile communications traffic.
Some of these factors are outside our control, and any one of them could result in lower revenues, higher costs and diversion of management time and energy, which could adversely impact our business, financial condition and operating results.
Some of these factors are outside our control, and any one of them could result in lower revenues, higher costs or diversion of management time and energy, which could adversely impact our business, financial condition and operating results.
In combination with difficult economic environments, these competitive pressures could adversely impact our ability to increase or 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 included in Part II I-28 of this Annual Report on Form 10-K), Adjusted EBITDA margins, liquidity and other financial and operational metrics of our operating segments.
In combination with difficult economic environments, these competitive pressures could adversely impact our ability to increase or maintain the revenue, average revenue per RGU or mobile subscriber, as applicable ( ARPU ), I-25 RGUs, mobile subscribers, Adjusted EBITDA (as defined in note 19 to our consolidated financial 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.
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; • 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, among others: 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 and our third-party service providers’ systems and equipment (including our routers and set-top boxes) are I-30 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 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).
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.
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.
If we cannot acquire sufficient spectrum, if competitors acquire spectrum that allows them to provide competitive services or if we cannot deploy our services over acquired spectrum on a timely basis, without burdensome conditions, at reasonable costs or while maintaining network quality levels, our ability to attract and retain customers and our business, financial condition and operating results could be materially adversely affected.
I-28 If we cannot acquire sufficient spectrum, if competitors acquire spectrum that allows them to provide competitive services or if we cannot deploy our services over acquired spectrum on a timely basis, without burdensome conditions, at reasonable costs or while maintaining network quality levels, our ability to attract and retain customers and our business, financial condition and operating results could be materially adversely affected.
Also, a cybersecurity breach and the changing cybersecurity landscape could require us to devote significant management resources to address the problems associated with the breach and to expend significant additional resources to upgrade further the security measures we employ to protect customer, employee and other personal information against cyber-attacks and other wrongful attempts to access such information, which could result in a disruption of our operations.
Also, a cybersecurity breach and the changing cybersecurity landscape could require us to devote significant management resources to address the problems associated with the breach and to expend significant additional resources to respond to and remediate the breach and to upgrade further the security measures we employ to protect customer, employee and other personal information against cyber-attacks and other wrongful attempts to access such information, which could result in a disruption of our operations.
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. Our businesses are subject to risks of adverse regulation.
In addition, our reported operating results are impacted I-32 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. Our businesses are subject to risks of adverse regulation.
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 in our consolidated financial statements. Cumulative translation adjustments are recorded in accumulated other comprehensive earnings or loss as a separate component of equity.
In some cases, mitigation efforts may depend on third parties who may not deliver products or services that meet the required contractual standards or whose hardware, software or network services may be subject to error, defect, delay or outage. Through our operations, sales and marketing activities, we collect and store certain customer information.
In some cases, mitigation efforts may depend on third parties who may not deliver products or services that meet the required contractual standards or whose hardware, software or network services may be subject to error, defect, delay or outage. I-26 Through our operations, sales and marketing activities, we collect and store certain customer information.
In these cases, our policy is to provide for an economic hedge against foreign currency exchange rate movements by using derivative instruments to synthetically convert unmatched debt into the applicable underlying currency. At December 31, 2024, substantially all of our debt was either directly or synthetically matched to the applicable functional currencies of the underlying operations.
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, 2025, substantially all of our debt was either directly or synthetically matched to the applicable functional currencies of the underlying operations.
We cannot predict future developments in these areas, and any changes to the regulatory framework for our products and services or our disclosure obligations could have a negative impact on our business and results of operations. The U.K.’s departure from the E.U. could have a material adverse effect on our business, financial condition, results of operations or liquidity.
We cannot predict future I-33 developments in these areas, and any changes to the regulatory framework for our products and services or our disclosure obligations could have a negative impact on our business and results of operations. The U.K.’s departure from the E.U. could have a material adverse effect on our business, financial condition, results of operations or liquidity.
Many of the expenses that will be incurred, by their nature, are difficult to estimate accurately. These expenses could exceed the costs historically borne by us and offset, in whole or in part, the expected synergies. Our integration efforts may not be executed successfully, or such integration may be more difficult, time consuming or costly than expected.
Many of the expenses that will be incurred, by their nature, are difficult to estimate accurately. These expenses could exceed the costs historically borne by us and offset, in whole or in part, the expected synergies. I-34 Our integration efforts may not be executed successfully, or such integration may be more difficult, time consuming or costly than expected.
Any such instance of default or failure could have an adverse effect on our cash flows, results of operations, financial condition and/or liquidity.
Any such instance of default or failure could have an adverse effect on our cash flows, results of operations, financial condition or liquidity.
Any terrorist attacks or incidents prompted by political unrest, particularly in markets that we serve, and the national and global militaristic, 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.
Any terrorist attacks or incidents prompted by political unrest, particularly in markets that we serve, and the national and global militaristic, 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-38
Developments in wireless technologies, such as 5G, satellite internet and FWA, are creating additional competitive challenges. In some of our markets, national and local government agencies may seek to become involved, either directly or indirectly, in the establishment of FTTx networks, DTT systems or other communications systems.
Developments in wireless technologies, such as 5G (including 5G SA), satellite internet and FWA, are creating additional competitive challenges. In some of our markets, national and local government agencies may seek to become involved, either directly or indirectly, in the establishment of FTTx networks, DTT systems or other communications systems.
Furthermore, we may be placed at a competitive disadvantage if certain of our competitors obtain exclusive programming rights, particularly with respect to popular sports and movie programming. I-29 We depend on third-party suppliers and licensors to supply and support necessary equipment, software and certain services required for our businesses.
Furthermore, we may be placed at a competitive disadvantage if certain of our competitors obtain exclusive programming rights, particularly with respect to popular sports and movie programming. We depend on third-party suppliers and licensors to supply and support necessary equipment, software and certain services required for our businesses.
For additional information regarding our investments held under SMAs, derivative instruments and debt, see notes 7, 8 and 11, respectively, to our consolidated financial statements included in Part II of this Annual Report on Form 10-K. I-34 We may not report net earnings.
For additional information regarding our investments held under SMAs, I-31 derivative instruments and debt, see notes 7, 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.
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 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 six times our consolidated Adjusted EBITDA (using consistent currency exchange rates for debt and Adjusted EBITDA). As a result, we are highly leveraged.
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 I-32 revolving credit facility exceed a certain percentage of the commitments under such revolving credit facility.
I-29 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.
The Shareholders Agreements also provide for restrictions on the transfer of interests in the VodafoneZiggo JV and the VMO2 JV, as applicable, which could adversely affect our ability to sell our interest in the VodafoneZiggo JV or the VMO2 JV, as applicable, and/or the prices at which our interest may be sold, as well as certain exit arrangements, which could force us to sell our interest.
The Shareholders Agreements also provide for restrictions on the transfer of interests in the VodafoneZiggo JV or the VMO2 JV, which could adversely affect our ability to sell our interest in the VodafoneZiggo JV or the VMO2 JV or the prices at which our interest may be sold, as well as certain exit arrangements, which could force us to sell our interest.
Adverse changes in rules and regulations could: • impair our ability to use our networks in ways that would generate optimal financial results; • 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.
Adverse changes in rules and regulations could, among other things: impair our ability to use our networks in ways that would generate optimal financial results; 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.
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 I-35 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 unrealized foreign currency translation losses (gains) with respect to amounts already invested in such foreign currencies.
In the provision of telephony and broadband internet services, we are experiencing increasing competition from the incumbent telecommunications operators and other service providers in each country in which we operate, including for both retail and wholesale products and services, as well as providers of mobile voice and data.
In the provision of telephony and broadband internet services, we are experiencing increasing competition from the incumbent telecommunications operators and other service providers in each country in which we operate, including for retail, enterprise and wholesale products and services, as well as providers of mobile voice and data.
Our ability to realize the anticipated benefits of our acquisitions I-37 and joint ventures will depend, to a large extent, on our ability to integrate our businesses and the acquired or joint venture company’s business in a manner that facilitates growth opportunities and achieves the projected cost savings.
Our ability to realize the anticipated benefits of our acquisitions and joint ventures will depend, to a large extent, on our ability to integrate our businesses and the acquired or joint venture company’s business in a manner that facilitates growth opportunities and achieves the projected cost savings.
Our primary exposure to foreign currency translation risk during the three months ended December 31, 2024 for our continuing operations was to the euro, as substantially all of our reported revenue during the period was derived from subsidiaries whose functional currencies are the euro.
Our primary exposure to foreign currency translation risk during the three months ended December 31, 2025 for our continuing operations was to the euro, as substantially all of our reported revenue during the period was derived from subsidiaries whose functional currencies are the euro.
Additionally, we are frequently negotiating and renegotiating programming agreements and our annual costs for programming can vary. There can be no assurance that we will be able to renegotiate or renew the terms of our programming agreements on acceptable terms, or at all.
Additionally, we are frequently negotiating and I-27 renegotiating programming agreements and our annual costs for programming can vary. There can be no assurance that we will be able to renegotiate or renew the terms of our programming agreements on acceptable terms, or at all.
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.
Our cybersecurity 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.
We have been advised by our Bermuda counsel that there is no treaty in force between the U.S. and Bermuda providing for the reciprocal recognition and enforcement of judgments in civil and commercial matters.
We have been advised by our Bermuda counsel that there is no treaty in force between the U.S. and Bermuda providing for the reciprocal recognition I-37 and enforcement of judgments in civil and commercial matters.
Political unrest and global conflicts like the ongoing conflict between Russia and Ukraine and the ongoing conflicts in the Middle East have disrupted, and in the future may further continue to disrupt, global supply chains and heighten volatility and disruption of global financial markets.
Political unrest and global conflicts like the war between Russia and Ukraine and the ongoing conflicts in the Middle East have disrupted, and in the future may further continue to disrupt, global supply chains and heighten volatility and disruption of global financial markets.
I-38 Certain operations are conducted by joint ventures that we cannot operate solely for our benefit . Certain of our operations, particularly the VMO2 JV in the U.K. and the VodafoneZiggo JV in the Netherlands, are conducted through joint ventures or partnerships.
Certain operations are conducted by joint ventures that we cannot operate solely for our benefit . Certain of our operations, particularly the VMO2 JV in the U.K. and the VodafoneZiggo JV in the Netherlands, are conducted through joint ventures or partnerships.
These provisions may prevent the VodafoneZiggo JV or the VMO2 JV, as applicable, from making decisions or taking actions that would protect or advance the interests of our company, and could even result in the VodafoneZiggo JV or the VMO2 JV, as applicable, making decisions or taking actions that adversely impact our company.
These provisions may prevent the VodafoneZiggo JV or the VMO2 JV from making decisions or taking actions that would protect or advance the interests of our company, and could even result in the VodafoneZiggo JV or the VMO2 JV making decisions or taking actions that adversely impact our company.
Our failure to successfully renegotiate labor agreements as they expire could lead to work stoppages or other disputes with labor unions or works councils. Disruptions to our operations as I-39 a result of labor disputes could adversely affect us.
Our failure to successfully renegotiate labor agreements as they expire could lead to work stoppages or other disputes with labor unions or works councils. Disruptions to our operations as a result of labor disputes could adversely affect us.
Failure in our or third-party technology or telecommunications systems, leakage of sensitive customer data or security breaches could significantly disrupt our operations, reduce our customer base and result in fines, litigation or lost revenue.
Failures in our or third-party technology or telecommunications systems, leakage of sensitive customer data or security breaches could significantly disrupt our operations, reduce our customer base and result in fines, litigation or lost revenue.
The “Virgin” brand is integral to the corporate identity of certain of our consolidated subsidiaries and the VMO2 JV that utilize such brand. Such entities are reliant on the general goodwill of consumers towards the “Virgin” brand.
The “Virgin” brand is integral to the corporate identity of certain of our consolidated subsidiaries and the I-36 VMO2 JV that utilize such brand. Such entities are reliant on the general goodwill of consumers towards the “Virgin” brand.
For additional information on the VodafoneZiggo JV or the VMO2 JV and their respective Shareholders Agreement, see note 7 to our consolidated financial statements included in Part II of this Annual Report on Form 10-K. We may have exposure to additional tax liabilities.
For additional information on the VodafoneZiggo JV and the I-35 VMO2 JV and their respective Shareholders Agreement, see note 7 to our consolidated financial statements included in Part II of this Annual Report on Form 10-K. We may have exposure to additional tax liabilities.
Our noncontrolling interests in the VodafoneZiggo JV and the VMO2 JV are held pursuant to shareholders’ agreements (each a Shareholders Agreement ), which provide 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.
Our noncontrolling interests in the VodafoneZiggo JV and the VMO2 JV are held pursuant to shareholders’ agreements (each a Shareholders Agreement ), which provide the terms of the governance of the VodafoneZiggo JV or the VMO2 JV including, among others, decision-making processes, information access, dividend policies and non-compete provisions.
The continued interest in, and acquisition of, spectrum by existing carriers and other commercial and governmental entities 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, new entrants and other commercial, industrial and governmental entities 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.
This has I-36 resulted, for example, in obligations with respect to call termination for our telephony business in Europe and video and broadband internet access obligations in Belgium.
This has resulted, for example, in obligations with respect to call termination for our telephony business in Europe and video and broadband internet access obligations in Belgium.
Changes in technology may limit the competitiveness of and demand for our services. Technology in the video, telecommunications and data services industries is changing rapidly, including advances in current technologies and the emergence of new technologies. New technologies, products and services may impact consumer behavior and therefore demand for our products and services.
Changes in technology may limit the competitiveness of and demand for our services. Technology in the video, telecommunications and data services industries is changing rapidly, including advances in current technologies and the emergence of new technologies, such as AI. New technologies, products and services may impact consumer behavior and therefore demand for our products and services.
Operational risks that we may experience in certain countries include disruptions of services or loss of property or equipment that are critical to overseas businesses due to expropriation, nationalization, war, insurrection, terrorism or general social or political unrest. We are exposed to foreign currency exchange rate risk.
Operational risks that we may experience in certain countries include disruptions of services or loss of property or equipment that are critical to overseas businesses due to trade restrictions and tariffs, expropriation, nationalization, war, insurrection, terrorism or general social or political unrest. We are exposed to foreign currency exchange rate risk.
We reported earnings (loss) from continuing operations of $1,869.1 million, ($3,659.1 million) and $771.7 million during 2024, 2023 and 2022, respectively. In light of our historical financial performance, we cannot be certain that we will report net earnings in the near future.
We reported earnings (loss) from continuing operations of ($7,096.7 million), $1,869.1 million and ($3,659.1 million) during 2025, 2024 and 2023, respectively. In light of our historical financial performance, we cannot be certain that we will report net earnings in the near future.
Further, our ability to access the cash of the VodafoneZiggo JV or the VMO2 JV, as applicable, pursuant to the dividend policy contained in the Shareholders Agreements may be restricted in certain circumstances.
Further, our ability to access the cash of the VodafoneZiggo JV or the VMO2 JV pursuant to the applicable dividend policies contained in the Shareholders Agreements may be restricted in certain circumstances.
Also, various income tax proposals in the jurisdictions in which we operate could result in changes to the existing laws on which our deferred taxes are calculated.
Also, various income tax proposals in the jurisdictions in which we operate could result in changes to the existing laws, treaties or regulations on which our deferred taxes are calculated.
Because Dr. I-40 Malone beneficially owns 30.52% 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.
Malone beneficially owns 30.37% 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.
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.
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, including through the use of AI and other emerging technologies and are difficult to detect for periods of time.
If we are unable to obtain or retain attractively priced, competitive content, demand for our existing and future video services could decrease, thereby limiting our ability to attract new customers, retain existing customers and/or migrate customers from lower-tier programming to higher-tier programming, thereby inhibiting our ability to execute our business plans.
If we are unable to obtain or retain attractively priced, competitive content, demand for our existing and future video services could decrease, thereby limiting our ability to attract new customers, retain existing customers at their current subscription levels or at all and/or migrate customers from lower-tier programming to higher-tier programming, thereby inhibiting our ability to execute our business plans.
Our current sources of corporate liquidity include (i) our cash and cash equivalents, (ii) investments held under separately-managed accounts ( SMAs ) and the levered structure note 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 under separately-managed accounts ( SMAs ) and (iii) interest and dividend income received on our cash and cash equivalents and investments.
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.
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.
Legal challenges could be made against our use of our or our licensed intellectual property rights (such as trademarks, copyright patents and trade secrets) and we may be required to enter into licensing arrangements on unfavorable terms, incur monetary damages or be enjoined from use of the intellectual property rights in question.
Legal challenges could be made against our use of our or our licensed intellectual property rights (such as trademarks, copyrights, patents and trade secrets) and we may be required to enter into licensing arrangements on unfavorable terms, incur monetary damages or be enjoined from use of the intellectual property rights in question. High inflation could continue to adversely impact us.
At December 31, 2024, the outstanding principal amount of our consolidated debt, together with our finance lease obligations, aggregated $9.2 billion, including $0.9 billion that is classified as current on our consolidated balance sheet and $2.4 billion that is not due until 2029 or thereafter.
At December 31, 2025, the outstanding principal amount of our consolidated debt, together with our finance lease obligations, aggregated $8.6 billion, including $0.8 billion that is classified as current on our consolidated balance sheet and $3.3 billion that is not due until 2029 or thereafter.
Our inability to take unilateral action that we believe is in our best interest may have an adverse effect on the financials or performance of the joint venture and the return on our investment.
Our inability to take unilateral action that we believe is in our best interest, including whether an impairment should be taken on the value of our investment, may have an adverse effect on the financials or performance of the joint venture and the return on our investment.
Malone beneficially owns outstanding common shares of Liberty Global representing 30.52% of our aggregate voting power as of February 16, 2025. By virtue of Dr. Malone’s voting power in our company, as well as his position as Chairman of our board of directors, Dr.
Malone beneficially owns outstanding common shares of Liberty Global representing 30.37% of our aggregate voting power as of February 16, 2026. By virtue of Dr. Malone’s voting power in our company, as well as his position as Chairman Emeritus, Dr.
At December 31, 2024, our exposure to counterparty credit risk included (i) cash and cash equivalents, restricted cash and investments held under SMAs of $2.2 billion, (ii) aggregate undrawn debt facilities of $728.5 million and (iii) derivative assets with an aggregate fair value of $442.4 million.
At December 31, 2025, our exposure to counterparty credit risk included (i) cash and cash equivalents, restricted cash and investments held under SMAs of $2.2 billion, (ii) aggregate undrawn debt facilities of $745.3 million and (iii) derivative assets with an aggregate fair value of $92.9 million.
We expect that we will continue improving our company through attractive acquisitions, dispositions, joint ventures, partnerships or other similar transactions in select markets, such as, the sale of UPC Poland in April 2022, the Telenet Tower Sale in June 2022, the Telenet Takeover Bid in October 2023, the Spin-off of Sunrise in November 2024 and the purchase of a controlling interest in Formula E in October 2024, as well as the formations of the VMO2 JV in June 2021, the AtlasEdge JV in September 2021, the nexfibre JV in December 2022 and the creation of Wyre by Telenet and Fluvius in July 2023.
We expect that we will continue improving our company through attractive acquisitions, dispositions, joint ventures, partnerships or other similar transactions in select markets, such as the Telenet Takeover Bid in October 2023, the Spin-off of Sunrise in November 2024 and the purchase of a controlling interest in Formula E in October 2024, as well as the creation of Wyre by Telenet and Fluvius in July 2023.
We are currently unable to predict the extent of any of these potential adverse effects. I-33 We are exposed to sovereign debt and currency instability risks that could have an adverse impact on our liquidity, financial condition and cash flows. Our operations are subject to macroeconomic and political risks that are outside of our control.
We are exposed to sovereign debt and currency instability risks that could have an adverse impact on our liquidity, financial condition and cash flows. Our operations are subject to macroeconomic and political risks that are outside of our control.
Although we actively monitor the creditworthiness of our key third-party suppliers and licensors, the financial failure of a key third-party supplier or licensor could disrupt our operations and have an adverse impact on our revenue and cash flows.
We cannot predict future disruptions to our business in relation to any further component issues. Although we actively monitor the creditworthiness of our key third-party suppliers and licensors, the financial failure of a key third-party supplier or licensor could disrupt our operations and have an adverse impact on our revenue and cash flows.
Previously, we have experienced certain business disruptions due to the recent worldwide silicon shortage, which has increased, and may continue to increase, the delivery lead times and pricing of certain of our key components. We cannot predict what future disruptions to our business in relation to any further silicon and related component issues.
Previously, we have experienced certain business disruptions due to the recent worldwide silicon shortage, which increased, and may continue to increase, the delivery lead times and pricing of certain of our key components. We are currently experiencing issues in relation to a shortage of memory components and related price implications.
No assurance can be given that we will be able to complete these refinancing transactions or otherwise extend our debt maturities. In this regard, it is not possible to predict how political and economic conditions, sovereign debt concerns or any adverse regulatory developments could impact the credit and equity markets we access and, accordingly, our future liquidity and financial position.
In this regard, it is not possible to predict how political and economic conditions, sovereign debt concerns or any adverse regulatory developments (including restraints on trade) could impact the credit and equity markets that we access and, accordingly, our future liquidity and financial position.
For example, under our bye-laws, certain matters (including amendments to certain provisions of the bye-laws) require the approval of 75% of the outstanding Class A common shares and Class B common shares, voting together as a single class, and other certain corporate transactions or matters may require the approval of at least 75% of the outstanding Class A common shares and Class B common shares, voting together as a single class.
For example, under our bye-laws, amendments to certain provisions of the bye-laws require the approval of 75% of the total voting power of the outstanding Class A common shares and Class B common shares, voting together as a single class. Because Dr.
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.
As a result, data and information we gather, and that is used or stored by our third-party service providers, could be subject to misappropriation, misuse, leakage, falsification and accidental release, and the failure to adequately protect 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, could result in reputational damage, regulatory action, monetary or injunctive remedies or litigation claims.
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 2025.
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.
There has also been a rise in the number of direct-to-consumer offerings from content owners which impacts negotiations and the content, rights available and restrictions imposed on us.
The rise in the number of OTT offerings from content owners impacts negotiations and the content, rights available and restrictions imposed on us.
Although we have not detected another material security breach or cybersecurity incident to date, we have been the target of events of this nature and expect to be subject to similar attacks in the future. Factors Relating to Certain Financial Matters Our substantial leverage could limit our ability to obtain additional financing and have other adverse effects.
Although we have not detected another material security breach or cybersecurity incident to date, we have been the target of events of this nature and expect to be subject to similar attacks in the future.
We rely on third-party vendors for the equipment, software and services that we require in order to provide services to our customers. Our suppliers often conduct business worldwide and their ability to meet our needs is subject to various risks, including political and economic instability, natural calamities, interruptions in transportation or supply chain systems, terrorism, armed conflict and labor issues.
Our suppliers often conduct business worldwide and their ability to meet our needs is subject to various risks, including trade wars and tariff policies, political and economic instability, natural calamities, interruptions in transportation or supply chain systems, terrorism, armed conflict and labor issues.
We believe that I-31 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.
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 joint ventures, we believe our relationship with our co-owners is an important factor to the success of the joint venture, and if a co-owner changes, our relationship may be adversely affected. In addition, the benefits from a successful joint venture are shared among the co-owners, so that we do not receive all the benefits from our successful joint ventures.
In joint ventures, we believe our relationship with our co-owners is an important factor to the success of the joint venture, and if a co-owner, the personnel employed by such co-owners, changes, our relationship may be adversely affected.
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.
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. Factors Relating to Certain Financial Matters Our substantial leverage could limit our ability to obtain additional financing and have other adverse effects.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeIn 2024, there were no cybersecurity threats, including as a result of any previous cybersecurity incidents, that materially affected or are reasonably likely to materially affect the company, including its business strategy, results of operations or financial condition.
Biggest changeIn 2025, there were no cybersecurity threats, including as a result of any previous cybersecurity incidents, that materially affected or are reasonably likely to materially affect the company, including its business strategy, results of operations or financial condition. I-39
Our current CSO has significant experience leading cybersecurity efforts at large enterprises, having held top information security positions at a number of international large- and mega-cap companies during her career. She also holds a master of science in security risk management and is qualified as a certified information security manager with the Information Systems Audit and Control Association.
Our CSO has significant experience leading cybersecurity efforts at large enterprises, having held top information security positions at a number of international large- and mega-cap companies during her career. She also holds a master of science in security risk management and is qualified as a certified information security manager with the Information Systems Audit and Control Association.
Our CSO has been with the company or its subsidiaries for over five years. I-42 Cybersecurity incidents detected by our cybersecurity team are evaluated internally based on their severity, with more serious incidents being escalated, as appropriate, to the highest levels of management, including our CTO, General Counsel and, ultimately, our CEO.
Our CSO has been with the company or its subsidiaries for over five years. Cybersecurity incidents detected by our cybersecurity team are evaluated internally based on their severity, with more serious incidents being escalated, as appropriate, to the highest levels of management, including our CTO, General Counsel and, ultimately, our CEO.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeItem 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.
Biggest changeItem 3. LEGAL PROCEEDINGS From time to time, our subsidiaries and affiliates 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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Biggest changeLiberty Global Class B common shares High Low 2024 First quarter $ 21.77 $ 16.76 Second quarter $ 18.60 $ 16.01 Third quarter $ 21.90 $ 17.58 Fourth quarter - prior to the Sunrise Distribution $ 21.80 $ 19.71 Fourth quarter - subsequent to the Sunrise Distribution (a) $ 14.91 $ 11.38 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 ______________ (a) Share prices reflect the impact of the Sunrise Distribution, which took place on November 13, 2024, at which point Sunrise began trading as a separate public company.
Biggest changeLiberty Global Class B common shares High Low 2025 First quarter $ 13.59 $ 10.34 Second quarter $ 11.27 $ 9.15 Third quarter $ 13.04 $ 9.79 Fourth quarter $ 12.60 $ 10.30 2024 First quarter $ 21.77 $ 16.76 Second quarter $ 18.60 $ 16.01 Third quarter $ 21.90 $ 17.58 Fourth quarter - prior to the Sunrise Distribution $ 21.80 $ 19.71 Fourth quarter - subsequent to the Sunrise Distribution (a) $ 14.91 $ 11.38 ______________ (a) Share prices reflect the impact of the Sunrise Distribution, which took place on November 13, 2024, at which point Sunrise began trading as a separate public company.
The following table sets forth the quarterly range of high and low sales prices of Liberty Global Class B common shares for 2024 and 2023. 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.
The following table sets forth the quarterly range of high and low sales prices of Liberty Global Class B common shares for 2025 and 2024. 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 common shares from January 1, 2020 to December 31, 2024, 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, 2021 to December 31, 2025, 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).
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 .
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 .
The graph assumes that $100 was invested on January 1, 2020.
The graph assumes that $100 was invested on January 1, 2021.
Holders As of January 31, 2025, there were 30,361, 35 and 33,023 record holders of Liberty Global Class A, Class B and Class C common shares, respectively. 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.
Holders As of January 31, 2026, there were 29,862, 30 and 32,791 record holders of Liberty Global Class A, Class B and Class C common shares, respectively. 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.
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, 2024: 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, 2024 through October 31, 2024: Class A — $ — — (b) Class C 2,494,224 $ 21.55 2,494,224 (b) November 1, 2024 through November 30, 2024: Class A — $ — — (b) Class C 3,290,981 $ 13.99 3,290,981 (b) December 1, 2024 through December 31, 2024: Class A — $ — — (b) Class C 5,560,507 $ 13.59 5,560,507 (b) Total — October 1, 2024 through December 31, 2024: Class A — $ — — (b) Class C 11,345,712 $ 15.46 11,345,712 (b) _______________ (a) Average price paid per share includes direct acquisition costs.
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, 2025: 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, 2025 through October 31, 2025: Class A — $ — — (b) Class C 1,141,026 $ 11.30 1,141,026 (b) November 1, 2025 through November 30, 2025: Class A — $ — — (b) Class C 943,018 $ 11.07 943,018 (b) December 1, 2025 through December 31, 2025: Class A — $ — — (b) Class C 893,394 $ 11.15 893,394 (b) Total — October 1, 2025 through December 31, 2025: Class A — $ — — (b) Class C 2,977,438 $ 11.18 2,977,438 (b) _______________ (a) Average price paid per share includes direct acquisition costs.
(b) Our board of directors has approved a new share repurchase program pursuant to which we are authorized to repurchase up to 10% of our outstanding shares as of December 31, 2024. As such, we are authorized to repurchase approximately 34.9 million of our Class A and/or Class C common shares during 2025.
(b) Our board of directors previously approved a share repurchase program authorizing the repurchase of up to 10% of our outstanding shares as of December 31, 2024, which authorized repurchases during 2025.
Removed
Based on the respective closing share prices on December 31, 2024, this would equate to total share repurchases during 2025 of approximately $450.0 million . However, the actual U.S. dollar amount of our share repurchases during 2025 will be determined by the actual transaction date share prices and could differ significantly from this amount.
Added
As of the date of this Annual Report on Form 10-K, no new share repurchase program has been approved for 2026, and therefore, at this time, we are not authorized to repurchase any shares during 2026.
Removed
December 31, 2020 2021 2022 2023 2024 Liberty Global - Class A $ 106.51 $ 121.99 $ 83.25 $ 78.14 $ 105.89 Liberty Global - Class B $ 107.84 $ 123.83 $ 83.55 $ 78.32 $ 99.55 Liberty Global - Class C $ 108.51 $ 128.88 $ 89.15 $ 85.52 $ 113.08 Nasdaq US Benchmark Telecom TR Index $ 109.83 $ 115.69 $ 89.91 $ 101.36 $ 122.59 Nasdaq US Benchmark TR Index $ 121.27 $ 152.67 $ 122.55 $ 154.93 $ 192.86 II-3
Added
December 31, 2021 2022 2023 2024 2025 Liberty Global - Class A $ 114.53 $ 78.16 $ 73.37 $ 99.42 $ 86.80 Liberty Global - Class B $ 114.83 $ 77.48 $ 72.62 $ 92.31 $ 84.22 Liberty Global - Class C $ 118.77 $ 82.16 $ 78.82 $ 104.21 $ 87.55 Nasdaq US Benchmark Telecom TR Index $ 105.33 $ 81.86 $ 92.28 $ 111.62 $ 130.51 Nasdaq US Benchmark TR Index $ 125.89 $ 101.05 $ 127.76 $ 159.03 $ 186.96 II-3

Item 7. Management's Discussion & Analysis

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

146 edited+22 added−19 removed167 unchanged
Biggest changeThis increase includes the following factors: • An increase in costs of $138.2 million related to the sale of CPE to the VMO2 JV beginning in 2024; • An increase in costs of $50.5 million due to lower capitalization as a result of our decision in May 2023 to market and sell certain of our internally-developed software to third parties, as further described in note 19 to our consolidated financial statements; • A decrease in interconnect and access costs of $24.5 million or 19.0%, primarily due to lower interconnect and mobile roaming costs at Telenet; • A decrease in costs of $24.1 million related to lower sales of CPE to the VodafoneZiggo JV; • An increase of $17.2 million related to the recognition of a loss during the fourth quarter of 2024 associated with certain minimum purchase commitments; • A decrease in programming and copyright costs of $10.4 million or 1.8%, primarily attributable to lower costs for certain content at VM Ireland and Telenet; and • An increase in costs of $7.6 million related to third-party CPE development costs recognized in the fourth quarter of 2024.
Biggest changeThis decrease includes the following factors: • A decrease in costs of $41.2 million related to the sales of CPE to the VMO2 JV; • A decrease in programming and copyright costs of $15.4 million or 2.8%, primarily attributable to lower costs for certain content at Telenet and VM Ireland; • A net decrease of $10.8 million related to the recognition of losses during the fourth quarters of 2025 and 2024 associated with certain minimum purchase commitments; • A decrease in interconnect and access costs of $10.3 million or 9.9%, primarily due to lower interconnect and mobile roaming costs at Telenet; and • A decrease in costs of $7.6 million related to third-party CPE development costs recognized in the fourth quarter of 2024.
Programming and other direct costs of services Programming and other direct costs of services include programming and copyright costs, interconnect and access costs, costs of mobile handsets and other devices and other direct costs related to our operations, including costs associated with our transitional service agreements and certain costs related to the development of externally marketed software.
Programming and other direct costs of services Programming and other direct costs of services include programming and copyright costs, interconnect and access costs, costs of mobile handsets and other devices and other direct costs related to our operations, including costs associated with our transitional and other service agreements and certain costs related to the development of externally marketed software.
II-18 Realized and unrealized losses due to changes in fair values of certain investments, net Our realized and unrealized gains or losses due to changes in fair values of certain investments include unrealized gains or losses associated with changes in fair values that are non-cash in nature until such time as these gains or losses are realized through cash transactions.
II-18 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.
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-29 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 II-29 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.
II-34 In addition, where a counterparty is in financial difficulty, under the laws of certain jurisdictions, the relevant regulators may be able to (i) compel the termination of one or more derivative instruments, determine the settlement amount and/or compel, without any payment, the partial or full discharge of liabilities arising from such early termination that are payable by the relevant counterparty or (ii) transfer the derivative instruments to an alternative counterparty.
In addition, where a counterparty is in financial difficulty, under the laws of certain jurisdictions, the relevant regulators may be able to (i) compel the termination of one or more derivative instruments, determine the settlement amount and/or compel, without any payment, the partial or full discharge of liabilities arising from such early termination that are payable by the relevant counterparty or (ii) transfer the derivative instruments to an alternative counterparty.
II-17 Realized and unrealized gains on derivative instruments, net Our realized and unrealized gains or losses on derivative instruments include (i) unrealized changes in the fair values of our derivative instruments that are non-cash in nature until such time as the derivative contracts are fully or partially settled and (ii) realized gains or losses upon the full or partial settlement of the derivative contracts.
Realized and unrealized gains (losses) on derivative instruments, net Our realized and unrealized gains or losses on derivative instruments include (i) unrealized changes in the fair values of our derivative instruments that are non-cash in nature until such time as the derivative contracts are fully or partially settled and (ii) realized gains or losses upon the full or partial settlement of the derivative contracts.
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, 2023, which is available through the Securities and Exchange Commission’s website at www.sec.gov. The capitalized terms used below have been defined in the notes to our consolidated financial statements.
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, 2024, which is available through the Securities and Exchange Commission’s website at www.sec.gov. The capitalized terms used below have been defined in the notes to our consolidated financial statements.
From time to time, Liberty Global and its unrestricted subsidiaries may also receive (i) proceeds in the form of dividend distributions or loan repayments from Liberty Global’s borrowing groups or affiliates (including amounts from the VMO2 JV or the VodafoneZiggo JV) upon (a) the completion of recapitalizations, refinancings, asset sales or similar transactions by these entities or (b) the accumulation of excess cash from operations or other means, (ii) proceeds upon the disposition of investments and other assets of Liberty Global and its unrestricted subsidiaries, such as the sales of UPC Poland and All3Media, and (iii) proceeds in connection with the incurrence of debt by Liberty Global or its unrestricted subsidiaries or the issuance of equity securities by Liberty Global, including equity securities issued to satisfy subsidiary obligations.
From time to time, Liberty Global and its unrestricted subsidiaries may also receive (i) proceeds in the form of dividend distributions or loan repayments from Liberty Global’s borrowing groups or affiliates (including amounts from the VMO2 JV or the VodafoneZiggo JV) upon (a) the completion of recapitalizations, refinancings, asset sales or similar transactions by these entities or (b) the accumulation of excess cash from operations or other means, (ii) proceeds upon the disposition of investments and other assets of Liberty Global and its unrestricted subsidiaries, such as the sale of All3Media, and (iii) proceeds in connection with the incurrence of debt by Liberty Global or its unrestricted subsidiaries or the issuance of equity securities by Liberty Global, including equity securities issued to satisfy subsidiary obligations.
The actual amount of deferred income tax benefits realized in future periods will likely differ from the net deferred tax assets reflected in our December 31, 2024 consolidated balance sheet due to, among other factors, possible future changes in income tax law, or interpretations thereof, in the jurisdictions in which we operate and differences between estimated and actual future taxable income.
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, 2025 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, 2024, 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, 2025, substantially all of our debt was either directly or synthetically matched to the applicable functional currencies of the underlying operations.
The actual amount of our 2025 property and equipment additions may vary from our expectations for a variety of reasons, including (i) changes in (a) the competitive or regulatory environment, (b) business plans, (c) our expected future operating results or (d) foreign currency exchange rates and (ii) the availability of sufficient capital.
The actual amount of our 2026 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 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 II-32 the translation of the financial statements of our subsidiaries and affiliates into U.S. dollars.
In the following text, the terms “we,” “our,” “our company” and “us” may refer, as the context requires, to Liberty Global or collectively to Liberty Global and its subsidiaries. Unless otherwise indicated, convenience translations into U.S. dollars are calculated, and operational data is presented, as of December 31, 2024.
In the following text, the terms “we,” “our,” “our company” and “us” may refer, as the context requires, to Liberty Global or collectively to Liberty Global and its subsidiaries. Unless otherwise indicated, convenience translations into U.S. dollars are calculated, and operational data is presented, as of December 31, 2025.
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 2024 and 2023 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 2025 and 2024 at the end of this section.
The liquidity of our borrowing groups generally is used to fund (i) property and equipment additions, (ii) debt service requirements and (iii) income tax payments, as well as to settle certain obligations that are not included on our December 31, 2024 consolidated balance sheet.
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, 2025 consolidated balance sheet.
At December 31, 2024, each of our borrowing groups was in compliance with its debt covenants. In addition, we do not anticipate any instances of non-compliance with respect to the debt covenants of our borrowing groups that would have a material adverse impact on our liquidity during the next 12 months.
At December 31, 2025, each of our borrowing groups was in compliance with its debt covenants. In addition, we do not anticipate any instances of non-compliance with respect to the debt covenants of our borrowing groups that would have a material adverse impact on our liquidity during the next 12 months.
II-5 Results of Operations We have completed a number of transactions that impact the comparability of our 2024 and 2023 results of operations, the most notable of which is the Formula E Acquisition on October 2, 2024. For further information, see note 5 to our consolidated financial statements.
II-5 Results of Operations We have completed a number of transactions that impact the comparability of our 2025 and 2024 results of operations, the most notable of which is the Formula E Acquisition on October 2, 2024. For further information, see note 5 to our consolidated financial statements.
For information regarding the results of operations of the VMO2 JV and the VodafoneZiggo JV, refer to Discussion and Analysis of our Consolidated Operating Results — Share of results of affiliates, net below. The tables presented below in this section provide the details of the revenue and Adjusted EBITDA of our reportable segments for 2024, as compared to 2023.
For information regarding the results of operations of the VMO2 JV and the VodafoneZiggo JV, refer to Discussion and Analysis of our Consolidated Operating Results — Share of results of affiliates, net below. The tables presented below in this section provide the details of the revenue and Adjusted EBITDA of our reportable segments for 2025, as compared to 2024.
In addition to cash and cash equivalents, the primary sources of liquidity of our borrowing groups are cash provided by operations and borrowing availability under their respective debt instruments. For the details of the borrowing availability of our borrowing groups at December 31, 2024, see note 11 to our consolidated financial statements.
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, 2025, see note 11 to our consolidated financial statements.
As further described in note 9 to our consolidated financial statements, actual amounts received or paid upon the settlement or disposition of these investments and instruments may differ materially from the recorded fair values at December 31, 2024.
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, 2025.
Any such instance could have an adverse effect on our cash flows, results of operations, financial condition and/or liquidity. Although we actively monitor the creditworthiness of our key vendors, the financial failure of a key vendor could disrupt our operations and have an adverse impact on our revenue and cash flows.
Any such instance could have an adverse effect on our cash flows, results of operations, financial condition and/or liquidity. II-34 Although we actively monitor the creditworthiness of our key vendors, the financial failure of a key vendor could disrupt our operations and have an adverse impact on our revenue and cash flows.
Our primary exposure to FX risk during the three months ended December 31, 2024 for our continuing operations was to the euro, as substantially all of our reported revenue during the period was derived from subsidiaries whose functional currencies are the euro.
Our primary exposure to FX risk during the three months ended December 31, 2025 for our continuing operations was to the euro, as substantially all of our reported revenue during the period was derived from subsidiaries whose functional currencies are the euro.
In the case of revenue-based taxes for which we are the ultimate taxpayer, we will II-6 also experience increases in our operating costs and expenses and corresponding declines in our Adjusted EBITDA and Adjusted EBITDA margins to the extent of any such tax increases.
In the case of revenue-based taxes for which we are the ultimate taxpayer, we will also experience increases in our operating costs and expenses and corresponding declines in our Adjusted EBITDA and Adjusted EBITDA margins to the extent of any such tax increases.
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.
Our primary exposure to FX risk during the three months ended December 31, 2024 for our continuing operations was to the euro, as substantially all of our reported revenue during the period was derived from subsidiaries whose functional currencies are the euro.
Our primary exposure to FX risk during the three months ended December 31, 2025 for our continuing operations was to the euro, as substantially all of our reported revenue during the period was derived from subsidiaries whose functional currencies are the euro.
We provide premium electric car racing content through our controlling interest in Formula E. We also have significant investments in ITV, Televisa Univision, Plume, the AtlasEdge JV, EdgeConneX, Lionsgate and several regional sports networks.
We provide premium electric car racing content through our controlling interest in Formula E. We also have significant investments in Televisa Univision, ITV, EdgeConneX, the AtlasEdge JV and several regional sports networks.
Based on the results of our 2024 qualitative assessment of our reporting unit carrying values, we determined that it was more-likely-than-not that fair value exceeded carrying value for all of our reporting units. During the three years ended December 31, 2024, we did not record any significant impairment charges with respect to our goodwill.
Based on the results of our 2025 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, 2025, 2024 and 2023, we did not record any significant impairment charges with respect to our goodwill.
Each of our significant operating subsidiaries is separately financed within one of our two subsidiary “borrowing groups”. These borrowing groups include the respective restricted parent and subsidiary entities within Telenet and VM Ireland.
Each of our significant operating subsidiaries is separately financed within one of our two subsidiary “borrowing groups.” These borrowing groups include the respective restricted parent and subsidiary entities within Telenet and VM Ireland.
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, 2024 and 2023. • 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, 2025 and 2024. • Liquidity and Capital Resources.
For information concerning our expectations with respect to trends that may affect II-21 certain aspects of our operating results in future periods, see the discussion under Overview above.
For information concerning our expectations with respect to trends that may affect certain aspects of our operating results in future periods, see the discussion under Overview above.
At December 31, 2024 and 2023, the outstanding principal amount of our variable-rate indebtedness aggregated $6.2 billion and $7.7 billion, respectively, and the weighted average interest rate (including margin) on such variable-rate indebtedness was approximately 5.9% and 6.2%, 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, 2025 and 2024, the outstanding principal amount of our variable-rate indebtedness aggregated $6.9 billion and $6.2 billion, respectively, and the weighted average interest rate (including margin) on such variable-rate indebtedness was approximately 5.1% 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, 2024, 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 $31.0 million.
Assuming no change in the amount outstanding at December 31, 2025, 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 $34.5 million.
All of our consolidated debt and finance lease obligations have been borrowed or incurred by our subsidiaries at December 31, 2024. We believe we have sufficient resources to repay or refinance the current portion of our debt and finance lease obligations and to fund our foreseeable liquidity requirements during the next 12 months.
All of our consolidated debt and finance lease obligations have been borrowed or incurred by our subsidiaries at December 31, 2025. We believe we have sufficient resources to repay or refinance the current portion of our debt and finance lease obligations and to fund our foreseeable liquidity requirements and our operations during the next 12 months.
II-32 Accordingly, we may experience a negative impact on our comprehensive earnings or loss and equity with respect to our holdings solely as a result of FX.
Accordingly, we may experience a negative impact on our comprehensive earnings or loss and equity with respect to our holdings solely as a result of FX.
In the following discussion and analysis, the operating statistics, results of operations, cash flows and financial condition that we present and discuss are those of our continuing operations, unless otherwise indicated. For additional information, see note 6 to our consolidated financial statements.
In the following discussion and analysis, the operating statistics, results of operations, cash flows and financial condition that we present and discuss are those of our continuing operations, unless otherwise indicated. For additional information regarding the Spin-off, see note 6 to our consolidated financial statements.
For information regarding certain limitations imposed by our subsidiaries’ debt instruments at December 31, 2024, see note 11 to our consolidated financial statements.
For information regarding certain limitations imposed by our subsidiaries’ debt instruments at December 31, 2025, see note 11 to our consolidated financial statements.
The details of the decrease in VM Ireland’s revenue during 2024, as compared to 2023, are set forth below: Subscription revenue Non-subscription revenue Total in millions Decrease in residential fixed subscription revenue due to change in: Average number of customers $ (11.5) $ — $ (11.5) ARPU (3.4) — (3.4) Decrease in residential fixed non-subscription revenue — (0.2) (0.2) Total decrease in residential fixed revenue (14.9) (0.2) (15.1) Decrease in residential mobile revenue (0.6) (1.1) (1.7) Increase in B2B revenue 0.6 3.2 3.8 Decrease in other revenue — (1.9) (1.9) Total organic decrease (14.9) — (14.9) Impact of FX 0.2 — 0.2 Total $ (14.7) $ — $ (14.7) Programming and Other Direct Costs of Services, Other Operating Expenses and SG&A Expenses of our 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 2025, as compared to 2024, are set forth below: Subscription revenue Non-subscription revenue Total in millions Decrease in residential fixed subscription revenue due to change in: Average number of customers $ (8.6) $ — $ (8.6) ARPU (4.3) — (4.3) Total decrease in residential fixed revenue (12.9) — (12.9) Decrease in residential mobile revenue (1.9) (1.5) (3.4) Increase (decrease) in B2B revenue (0.1) 5.2 5.1 Decrease in other revenue — (6.4) (6.4) Total organic decrease (14.9) (2.7) (17.6) Impact of FX 14.8 6.2 21.0 Total $ (0.1) $ 3.5 $ 3.4 Programming and Other Direct Costs of Services, Other Operating Expenses and SG&A Expenses of our 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.
An analysis of our results of operations and cash flows for 2023, as compared to 2022, can be found under Item 7.
An analysis of our results of operations and cash flows for 2024, as compared to 2023, can be found under Item 7.
Adjusted EBITDA Margin The following table sets forth the Adjusted EBITDA margins (Adjusted EBITDA divided by revenue) of each of our reportable segments: Year ended December 31, 2024 2023 Telenet 41.9 % 42.6 % VM Ireland 36.3 % 35.8 % VMO2 JV 33.0 % 33.4 % VodafoneZiggo JV 45.7 % 44.3 % In addition to organic changes in the revenue, operating and SG&A expenses of our reportable segments, the Adjusted EBITDA margins presented above include the impact of acquisitions, as applicable.
Adjusted EBITDA Margin The following table sets forth the Adjusted EBITDA margins (Adjusted EBITDA divided by revenue) of each of our reportable segments: Year ended December 31, 2025 2024 Telenet 40.6 % 41.9 % VM Ireland 36.4 % 36.3 % VMO2 JV 35.0 % 33.0 % VodafoneZiggo JV 43.8 % 45.7 % In addition to organic changes in the revenue, operating and SG&A expenses of our reportable segments, the Adjusted EBITDA margins presented above include the impact of acquisitions, as applicable.
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.
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 six 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.
Gain on sale of All3Media In connection with the sale of All3Media, we recognized a gain of $242.9 million during 2024. For additional information, see note 7 to our consolidated financial statements. Gain associated with the Formula E Acquisition In connection with the Formula E Acquisition, we recognized a gain of $190.7 million during 2024.
For additional information regarding our equity method investments, see note 7 to our consolidated financial statements. Gain on sale of All3Media In connection with the sale of All3Media, we recognized a gain of $242.9 million during 2024. Gain associated with the Formula E Acquisition In connection with the Formula E Acquisition, we recognized a gain of $190.7 million during 2024.
II-35 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, 2024.
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, 2025.
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 2024, as compared to 2023.
This section provides discussion and analysis of the foreign currency, interest rate and other market risks that our company faces. Included below is an analysis of our results of operations and cash flows for 2025, as compared to 2024.
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 $43.9 million and $57.9 million during 2024 and 2023, respectively. (d) B2B subscription revenue represents revenue from (i) services provided to SOHO subscribers and (ii) mobile services provided to medium and large enterprises.
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 $32.5 million and $43.9 million during 2025 and 2024, respectively. (d) B2B subscription revenue represents revenue from (i) services provided to SOHO subscribers and (ii) mobile services provided to medium and large enterprises.
This increase is primarily attributable to a higher average outstanding debt balance and a higher weighted average interest rate. For additional information regarding our outstanding indebtedness, see note 11 to our consolidated financial statements.
This decrease is primarily attributable to a lower weighted average interest rate and a lower average outstanding debt balance. For additional information regarding our outstanding indebtedness, see note 11 to our consolidated financial statements.
We have discussed the selection of the aforementioned critical accounting policies with the audit committee of our board of directors. For additional information concerning our significant accounting policies, see note 3 to our consolidated financial statements. Impairment of Goodwill Carrying Value. The aggregate carrying value of our goodwill comprised 12.4% of our total assets at December 31, 2024.
We 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 15.5% of our total assets at December 31, 2025.
The details of our foreign currency transaction gains (losses), net, are as follows: Year ended December 31, 2024 2023 in millions Intercompany balances denominated in a currency other than the entity’s functional currency (a) $ 1,964.0 $ (839.0) U.S. dollar-denominated debt issued by euro functional currency entities (217.7) 116.1 Cash and restricted cash denominated in a currency other than the entity’s functional currency 8.8 6.2 Other 1.4 (3.0) Total $ 1,756.5 $ (719.7) _______________ (a) Amounts primarily relate to loans between certain of our non-operating subsidiaries in Europe.
The details of our foreign currency transaction gains (losses), net, are as follows: Year ended December 31, 2025 2024 in millions Intercompany balances denominated in a currency other than the entity’s functional currency (a) $ (3,535.1) $ 1,964.0 U.S. dollar-denominated debt issued by euro functional currency entities 417.9 (217.7) Cash and restricted cash denominated in a currency other than the entity’s functional currency (3.2) 8.8 Other (0.7) 1.4 Total $ (3,121.1) $ 1,756.5 _______________ (a) Amounts primarily relate to loans between certain of our non-operating subsidiaries in Europe.
Our remaining cash and cash equivalents of $1,122.0 million at December 31, 2024 were held by our borrowing groups, as set forth in the table above. As noted above, various factors may limit our ability to access the cash of our borrowing groups.
Our remaining cash and cash equivalents of $1,167.1 million at December 31, 2025 were held by our borrowing groups, as set forth in the table above. As noted above, various factors may limit our ability to access the cash of our borrowing groups.
Net cash provided by operating activities of our continuing operations includes cash paid for third-party costs directly associated with successful and unsuccessful acquisitions and dispositions of $9.1 million and $27.7 million during 2024 and 2023, respectively.
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 $5.5 million and $9.1 million during 2025 and 2024, respectively.
The relationships between the primary currencies of the countries in which we operate and the U.S. dollar, which is our reporting currency, are shown below, per one U.S. dollar: December 31, 2024 2023 Spot rates: Euro 0.9663 0.9038 British pound sterling 0.7988 0.7835 Year ended December 31, 2024 2023 2022 Average rates: Euro 0.9246 0.9247 0.9509 British pound sterling 0.7826 0.8042 0.8112 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, 2025 2024 Spot rates: Euro 0.8521 0.9663 British pound sterling 0.7434 0.7988 Year ended December 31, 2025 2024 2023 Average rates: Euro 0.8867 0.9246 0.9247 British pound sterling 0.7590 0.7826 0.8042 Inflation and Foreign Investment Risk We are subject to inflationary pressures with respect to labor, programming and other costs.
Establishing or reducing a tax valuation allowance requires us to make assessments about the timing of future events, including the probability of expected future taxable income and available tax planning strategies. At December 31, 2024, the aggregate valuation allowance provided against deferred tax assets was $1,934.1 million.
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, 2025, the aggregate valuation allowance provided against deferred tax assets was $2,088.5 million.
No assurance can be given that any external funding would be available to Liberty Global or its unrestricted subsidiaries on favorable terms, or at all. At December 31, 2024, our consolidated cash and cash equivalents included $1,812.7 million held by entities that are domiciled outside of Bermuda.
No assurance can be given that any external funding would be available to Liberty Global or its unrestricted subsidiaries on favorable terms, or at all. At December 31, 2025, our consolidated cash and cash equivalents included $2,081.4 million held by entities that are domiciled outside of Bermuda.
The details of our realized and unrealized gains on derivative instruments, net, are as follows: Year ended December 31, 2024 2023 in millions Cross-currency and interest rate derivative contracts (a) $ 323.7 $ (186.2) Equity-related derivative instruments (b) (38.6) 258.5 Foreign currency forward and option contracts 30.0 6.1 Other 0.1 (0.1) Total $ 315.2 $ 78.3 _______________ (a) The gain during 2024 is primarily attributable to the net effect of (i) a net gain associated with changes in the relative value of certain currencies and (ii) a net loss associated with changes in certain market interest rates.
The details of our realized and unrealized gains (losses) on derivative instruments, net, are as follows: Year ended December 31, 2025 2024 in millions Cross-currency and interest rate derivative contracts (a) $ (348.7) $ 323.7 Equity-related derivative instruments (b) (207.6) (38.6) Foreign currency forward and option contracts (11.1) 30.0 Other — 0.1 Total $ (567.4) $ 315.2 _______________ (a) The loss during 2025 is primarily attributable to the net effect of (i) a net loss associated with changes in the relative value of certain currencies and (ii) a net gain associated with changes in certain market interest rates.
As of December 31, 2024, the amount of unrecognized tax benefits for financial reporting purposes, but taken or expected to be taken in our tax returns, was $302.0 million, of which $266.6 million would have a favorable impact on our effective income tax rate if ultimately recognized, after considering amounts that we would expect to be offset by valuation allowances.
As of December 31, 2025, the amount of unrecognized tax benefits for financial reporting purposes, but taken or expected to be taken in our tax returns, was $141.7 million, of which $88.9 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.
At December 31, 2024 and 2023, our exposure to counterparty credit risk included (i) cash and cash equivalents, restricted cash and investments held under SMAs of $2.2 billion and $3.7 billion, respectively, (ii) aggregate undrawn debt facilities of $728.5 million and $824.3 million, respectively, and (iii) derivative assets with an aggregate fair value of $442.4 million and $362.8 million, respectively.
At December 31, 2025 and 2024, our exposure to counterparty credit risk included (i) cash and cash equivalents, restricted cash and investments held under SMAs of $2.2 billion and $2.2 billion, respectively, (ii) aggregate undrawn debt facilities of $745.3 million and $728.5 million, respectively, and (iii) derivative assets with an aggregate fair value of $92.9 million and $442.4 million, respectively.
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.
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.
Any such impairment charges could be significant. For additional information regarding our impairments, see Critical Accounting Policies, Judgments and Estimates — Impairment of Goodwill below. Interest expense We recognized interest expense of $574.7 million and $505.0 million during 2024 and 2023, respectively. Excluding the effects of FX, interest expense increased $69.5 million or 13.8% during 2024, as compared to 2023.
Any such impairment charges could be significant. For additional information regarding our impairments, see Critical Accounting Policies, Judgments and Estimates — Impairment of Goodwill below. Interest expense We recognized interest expense of $497.5 million and $574.7 million during 2025 and 2024, respectively. Excluding the effects of FX, interest expense decreased $97.8 million or 17.0% during 2025, as compared to 2024.
At December 31, 2024, the outstanding principal amount of our consolidated debt, together with our finance lease obligations, aggregated $9.2 billion, including $0.9 billion that is classified as current on our consolidated balance sheet and $2.4 billion that is not due until 2029 or thereafter.
At December 31, 2025, the outstanding principal amount of our consolidated debt, together with our finance lease obligations, aggregated $8.6 billion, including $0.8 billion that is classified as current on our consolidated balance sheet and $3.3 billion that is not due until 2029 or thereafter.
The noncontrolling owners’ interests at Telenet and other less significant majority-owned subsidiaries are reflected in net earnings or loss attributable to noncontrolling interests in our consolidated statements of operations. Discussion and Analysis of our Reportable Segments General Telenet, VM Ireland, the VMO2 JV and the VodafoneZiggo JV derive their revenue primarily from residential and B2B communications services.
The noncontrolling interests at Telenet and Formula E are reflected in net earnings or loss attributable to noncontrolling interests in our consolidated statements of operations. Discussion and Analysis of our Reportable Segments General Telenet, VM Ireland, the VMO2 JV and the VodafoneZiggo JV derive their revenue primarily from residential and B2B communications services.
The following table provides the details of our adjusted free cash flow: Year ended December 31, 2024 2023 in millions Net cash provided by operating activities of our continuing operations $ 1,331.2 $ 1,199.3 Operating-related vendor financing additions (a) 372.3 346.2 Cash capital expenditures, net (908.5) (921.9) Principal payments on operating-related vendor financing (363.7) (376.2) Principal payments on capital-related vendor financing (114.0) (119.3) Principal payments on finance leases (5.6) (21.0) Adjusted free cash flow $ 311.7 $ 107.1 _______________ (a) For purposes of our consolidated statements of cash flows, operating-related vendor financing additions represent operating-related expenses financed by an intermediary that are treated as constructive operating cash outflows and constructive financing cash inflows when the intermediary settles the liability with the vendor.
The following table provides the details of our adjusted free cash flow: Year ended December 31, 2025 2024 in millions Net cash provided by operating activities of our continuing operations $ 1,211.1 $ 1,331.2 Operating-related vendor financing additions (a) 312.4 372.3 Cash capital expenditures, net (1,343.1) (908.5) Principal payments on operating-related vendor financing (369.4) (363.7) Principal payments on capital-related vendor financing (79.6) (114.0) Principal payments on finance leases (5.4) (5.6) Adjusted free cash flow $ (274.0) $ 311.7 _______________ (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.
During 2024, 2023 and 2022, we recognized net gains (losses) of $286.8 million, ($478.3 million) and $537.4 million, respectively, attributable to changes in the fair values of these items.
During 2025, 2024 and 2023, we recognized net gains (losses) of ($419.6 million), $286.8 million and ($478.3 million), respectively, attributable to changes in the fair values of these items.
Earnings (loss) from discontinued operations, net of taxes We reported loss from discontinued operations, net of taxes, of $223.2 million and $214.7 million during 2024 and 2023, respectively, related to the operations of the Sunrise Entities. For additional information, see note 6 to our consolidated financial statements.
Loss from discontinued operations, net of taxes We reported a loss from discontinued operations, net of taxes, of $223.2 million during 2024 related to the operations of the Sunrise Entities. For additional information, see note 6 to our consolidated financial statements.
Telenet Cross-currency and Interest Rate Derivative Contracts Holding all other factors constant, at December 31, 2024: (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 €301 million ($312 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 €73 million ($76 million).
Telenet Cross-currency and Interest Rate Derivative Contracts Holding all other factors constant, at December 31, 2025: (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 €303 million ($356 million); and (ii) an instantaneous increase in the relevant base rate of 50 basis points (0.50%) would have increased the aggregate fair value of the Telenet cross-currency and interest rate derivative contracts by approximately €61 million ($71 million) and, conversely, a decrease of 50 basis points would have decreased the aggregate fair value by approximately €62 million ($73 million).
During 2024 and 2023, our property and equipment additions represented 24.5% and 24.6% of revenue, respectively. We expect our 2025 property and equipment additions to increase as compared to our 2024 property and equipment additions.
During 2025 and 2024, our property and equipment additions represented 27.9% and 24.5% of revenue, respectively. We expect our 2026 property and equipment additions to increase as compared to our 2025 property and equipment additions.
The income tax benefit during 2024 differs from the expected income tax expense of $459.6 million (based on the U.K. income tax rate of 25.0%), primarily due to the net positive impact of (i) non-deductible or non-taxable foreign currency exchange results, (ii) certain permanent differences between the financial and tax accounting treatment of interest and other expenses and (iii) the recognition of previously unrecognized tax benefits.
The income tax benefit during 2024 differs from the expected income tax expense of $459.6 million (based on the U.K. income tax rate of 25.0%), primarily due to the net positive impact of (i) non-deductible or non-taxable foreign currency exchange results and (ii) the recognition of previously unrecognized tax benefits.
Our ability to access the liquidity of our subsidiaries on a tax efficient basis is a consideration in assessing the extent of our share repurchase program.
Our ability to access the liquidity of our subsidiaries on a tax efficient basis is a consideration in assessing any potential share repurchase activity.
Strategy and Management Focus We view our business in three strategic platforms, “Liberty Telecom” (our converged broadband, video and mobile communications businesses), “Liberty Growth” (our global investment arm comprised of various technology, media/content, sports, digital infrastructure and other growth assets) and “Liberty Services” (our innovative technology and finance service platforms offered by our centralized functions).
Strategy and Management Focus We view our business in three strategic complementary platforms, “Liberty Telecom” (our converged broadband, video and mobile communications businesses), “Liberty Growth” (our venture capital arm comprised of various technology, media, sports, digital infrastructure and other growth assets) and “Liberty Services” (our innovative technology, operational and finance service platforms offered by our centralized functions to our affiliates and third parties).
II-23 Our short-term sources of corporate liquidity include (i) cash and cash equivalents held by Liberty Global and, subject to certain tax and legal considerations, Liberty Global’s unrestricted subsidiaries, (ii) investments held under SMAs, (iii) interest and dividend income received on our and, subject to certain tax and legal considerations, our unrestricted subsidiaries’ cash and cash equivalents and investments, including dividend distributions received from the VMO2 JV or the VodafoneZiggo JV, (iv) cash received with respect to transitional and other services provided to various third parties and affiliates and (v) interest payments received with respect to the VodafoneZiggo JV Receivables.
II-23 Our short-term sources of corporate liquidity include (i) readily available assets, such as (a) cash and cash equivalents held by Liberty Global and, subject to certain tax and legal considerations, Liberty Global’s unrestricted subsidiaries, and (b) investments held under SMAs, and (ii) funds derived from other items, such as (a) interest and dividend income received on our and, subject to certain tax and legal considerations, our unrestricted subsidiaries’ cash and cash equivalents and investments, including dividend distributions received from the VMO2 JV or the VodafoneZiggo JV, (b) cash received with respect to transitional and other services provided to various third parties and affiliates and (c) interest received with respect to the VodafoneZiggo JV Receivables.
(2) Includes interest expense of $1,634.7 million and $1,505.1 million, respectively. In addition, the 2023 amount includes a charge of £2.3 billion ($2.9 billion at the applicable rate) related to the VMO2 JV’s goodwill impairment, as described in note 7 to our consolidated financial statements.
(2) The 2025 amount includes a charge of £3.8 billion ($5.0 billion at the applicable rate) related to the VMO2 JV’s goodwill impairment, as described in note 7 to our consolidated financial statements. (3) Includes interest expense of $1,606.6 million and $1,634.7 million, respectively.
Liquidity of Liberty Global and its unrestricted subsidiaries The $3.6 million of cash held by Liberty Global and, subject to certain tax and legal considerations, the $690.7 million of aggregate cash and cash equivalents held by unrestricted subsidiaries, together with the $433.1 million of investments held under SMAs, represented available liquidity at the corporate level at December 31, 2024.
Liquidity of Liberty Global and its unrestricted subsidiaries The $914.3 million of aggregate cash and cash equivalents held by unrestricted subsidiaries, subject to certain tax and legal considerations, together with the $76.2 million of investments held under SMAs, represented available liquidity at the corporate level at December 31, 2025.
The following table provides a reconciliation of earnings (loss) from continuing operations to total consolidated Adjusted EBITDA: Year ended December 31, 2024 2023 2022 in millions Earnings (loss) from continuing operations $ 1,869.1 $ (3,659.1) $ 771.7 Income tax expense (benefit) (30.8) 213.1 406.7 Other income, net (201.8) (211.4) (101.0) Gain on sale of All3Media (242.9) — — Gain associated with the Formula E Acquisition (190.7) — — Gain associated with the Telenet Wyre Transaction — (377.8) — Gain on Telenet Tower Sale — — (700.5) Share of results of affiliates, net 205.6 2,018.4 1,268.3 Realized and unrealized losses due to changes in fair values of certain investments, net 28.4 556.6 317.0 Foreign currency transaction losses (gains), net (1,756.5) 719.7 (1,298.8) Realized and unrealized gains on derivative instruments, net (315.2) (78.3) (854.4) Interest expense 574.7 505.0 300.9 Operating income (loss) (60.1) (313.8) 109.9 Impairment, restructuring and other operating items, net 49.6 43.0 62.3 Depreciation and amortization, net 1,002.0 1,216.4 1,093.6 Share-based compensation expense 168.3 204.8 163.2 Total consolidated Adjusted EBITDA $ 1,159.8 $ 1,150.4 $ 1,429.0 II-7 Revenue of our Reportable Segments General.
The following table provides a reconciliation of earnings (loss) from continuing operations to total consolidated Adjusted EBITDA: Year ended December 31, 2025 2024 2023 in millions Earnings (loss) from continuing operations $ (7,096.7) $ 1,869.1 $ (3,659.1) Income tax expense (benefit) (75.8) (30.8) 213.1 Other income, net (96.0) (201.8) (212.8) Gain on sale of All3Media — (242.9) — Gain associated with the Formula E Acquisition — (190.7) — Gain associated with the Telenet Wyre Transaction — — (377.8) Share of results of affiliates, net 3,186.9 205.6 2,018.4 Losses on debt extinguishment, net 20.1 — 1.4 Realized and unrealized losses (gains) due to changes in fair values of certain investments, net (147.8) 28.4 556.6 Foreign currency transaction losses (gains), net 3,121.1 (1,756.5) 719.7 Realized and unrealized losses (gains) on derivative instruments, net 567.4 (315.2) (78.3) Interest expense 497.5 574.7 505.0 Operating loss (23.3) (60.1) (313.8) Impairment, restructuring and other operating items, net 90.0 49.6 43.0 Depreciation and amortization, net 1,038.9 1,002.0 1,216.4 Share-based compensation expense 169.4 168.3 204.8 Total consolidated Adjusted EBITDA $ 1,275.0 $ 1,159.8 $ 1,150.4 II-7 Revenue of our Reportable Segments General.
A reconciliation of our consolidated property and equipment additions to our consolidated capital expenditures, as reported in our consolidated statements of cash flows, is set forth below: Year ended December 31, 2024 2023 in millions Property and equipment additions $ 1,061.9 $ 1,014.4 Assets acquired under capital-related vendor financing arrangements (76.8) (96.3) Assets acquired under finance leases (7.4) (20.9) Changes in current liabilities related to capital expenditures (69.2) 24.7 Capital expenditures, net $ 908.5 $ 921.9 The increase in our property and equipment additions during 2024, as compared to 2023, is primarily due to an increase in local currency expenditures of our subsidiaries due to the net effect of (i) an increase in expenditures for new build and upgrade projects, (ii) a decrease in expenditures to support new customer products and operational efficiency initiatives, (iii) a decrease in expenditures for the purchase and installation of CPE and (iv) an increase in baseline expenditures, including network improvements and expenditures for property and facilities and information technology systems.
A reconciliation of our consolidated property and equipment additions to our consolidated capital expenditures, as reported in our consolidated statements of cash flows, is set forth below: Year ended December 31, 2025 2024 in millions Property and equipment additions $ 1,362.8 $ 1,061.9 Assets acquired under capital-related vendor financing arrangements (85.5) (76.8) Assets acquired under finance leases (1.1) (7.4) Changes in current liabilities related to capital expenditures 66.9 (69.2) Capital expenditures, net $ 1,343.1 $ 908.5 The increase in our property and equipment additions during 2025, as compared to 2024, is primarily due to (i) an increase in local currency expenditures of our subsidiaries due to the net effect of (a) an increase in expenditures for new build and upgrade projects, (b) an increase in expenditures for the purchase and installation of CPE and (c) a decrease in expenditures to support new customer products and operational efficiency initiatives, and (ii) an increase due to FX.
The details of our other operating expenses are as follows: Year ended December 31, Increase (decrease) Organic increase (decrease) 2024 2023 $ % $ % in millions, except percentages Telenet $ 515.5 $ 512.8 $ 2.7 0.5 $ 1.9 0.4 VM Ireland 123.5 123.4 0.1 0.1 (0.2) (0.2) Total consolidated reportable segments 639.0 636.2 2.8 0.4 Plus: all other category 139.3 149.8 (10.5) (7.0) Less: elimination of intercompany consolidated other operating expenses (35.0) (31.8) (3.2) N.M.
The details of our other operating expenses are as follows: Year ended December 31, Increase (decrease) Organic increase 2025 2024 $ % $ % in millions, except percentages Telenet $ 576.2 $ 515.5 $ 60.7 11.8 $ 35.7 6.9 VM Ireland 131.8 123.5 8.3 6.7 3.1 2.5 Total consolidated reportable segments 708.0 639.0 69.0 10.8 Plus: all other category 199.9 139.3 60.6 43.5 Less: elimination of intercompany consolidated other operating expenses (41.7) (35.0) (6.7) N.M.
The 2024 amount primarily includes (i) restructuring costs of $25.3 million, including amounts at Telenet, and (ii) a provision for legal contingencies of $20.7 million. The 2023 amount primarily includes (i) direct acquisition and disposition costs of $29.3 million, primarily at Telenet, and (ii) restructuring costs of $20.0 million, primarily at Telenet and VM Ireland.
The 2024 amount primarily includes (i) restructuring costs of $25.3 million, including amounts at Telenet, and (ii) a provision for legal contingencies of $20.7 million.
We offer multiple tiers of broadband internet service up to Gigabit speeds depending on location. We continue to invest in new technologies that allow us to increase the internet speeds we offer to our customers. Video services. We provide video services, including various enhanced products that enable our customers to control when they watch their programming.
We continue to invest in new technologies that allow us to increase the internet speeds we offer to our customers. Video services. We provide video services, including various enhanced products that enable our customers to control when they watch their programming.
The 2023 amount is primarily attributable to the results of operations of Telenet prior to the Telenet Takeover Bid. II-22 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.
II-22 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.
We account for our 50% interest in both the VMO2 JV and the VodafoneZiggo JV as an equity method investment and as such, our share of the operating results of the VMO2 JV and the VodafoneZiggo JV is included in share of results of affiliates, net, in our consolidated statements of operations.
We account for our 50% interests in both the VMO2 JV and the VodafoneZiggo JV under the equity method; accordingly, our share of their operating results is included in share of results of affiliates, net in our consolidated statements of operations.
The details of the decrease in our consolidated residential revenue during 2024, as compared to 2023, are as follows (in millions): Increase (decrease) in residential fixed subscription revenue due to change in: Average number of customers $ (69.7) ARPU 49.1 Increase in residential fixed non-subscription revenue 1.2 Total decrease in residential fixed revenue (19.4) Decrease in residential mobile non-subscription revenue (18.2) Total decrease in residential revenue (37.6) Impact of FX (1.0) Total decrease in residential revenue $ (38.6) On an organic basis, our consolidated residential fixed subscription revenue decreased $20.6 million or 1.2% during 2024, as compared to 2023, primarily attributable to a decrease at VM Ireland.
The details of the increase in our consolidated residential revenue during 2025, as compared to 2024, are as follows (in millions): Increase (decrease) in residential fixed subscription revenue due to change in: Average number of customers $ (37.3) ARPU 15.1 Increase in residential fixed non-subscription revenue 4.5 Total decrease in residential fixed revenue (17.7) Decrease in residential mobile subscription revenue (8.2) Decrease in residential mobile non-subscription revenue (8.1) Total decrease in residential revenue (34.0) Impact of FX 104.1 Total increase in residential revenue $ 70.1 On an organic basis, our consolidated residential fixed subscription revenue decreased $22.2 million or 1.3% during 2025, as compared to 2024, primarily attributable to a decrease at VM Ireland .
Earnings (loss) from continuing operations During 2024 and 2023, we reported earnings (loss) from continuing operations of $1,869.1 million and ($3,659.1 million), respectively, consisting of (i) operating loss of $60.1 million and $313.8 million, respectively, (ii) net non-operating income (expense) of $1,898.4 million and ($3,132.2 million), respectively, and (iii) income tax benefit (expense) of $30.8 million and ($213.1 million), respectively.
Earnings (loss) from continuing operations During 2025 and 2024, we reported earnings (loss) from continuing operations of ($7,096.7 million) and $1,869.1 million, respectively, consisting of (i) operating losses of $23.3 million and $60.1 million, respectively, (ii) net non-operating income (expense) of ($7,149.2 million) and $1,898.4 million, respectively, and (iii) income tax benefit of $75.8 million and $30.8 million, respectively.
II-12 The details of our programming and other direct costs of services are as follows: Year ended December 31, Increase (decrease) Organic increase (decrease) 2024 2023 $ % $ % in millions, except percentages Telenet $ 764.5 $ 789.1 $ (24.6) (3.1) $ (26.9) (3.4) VM Ireland 127.7 139.0 (11.3) (8.1) (11.5) (8.3) Total consolidated reportable segments 892.2 928.1 (35.9) (3.9) Plus: all other category 644.4 446.5 197.9 44.3 Less: elimination of intercompany consolidated programming and other direct costs of services (85.9) (89.1) 3.2 N.M.
II-12 The details of our programming and other direct costs of services are as follows: Year ended December 31, Increase (decrease) Organic decrease 2025 2024 $ % $ % in millions, except percentages Telenet $ 772.9 $ 764.5 $ 8.4 1.1 $ (23.7) (3.1) VM Ireland 127.2 127.7 (0.5) (0.4) (5.4) (4.2) Total consolidated reportable segments 900.1 892.2 7.9 0.9 Plus: all other category 843.8 644.4 199.4 30.9 Less: elimination of intercompany consolidated programming and other direct costs of services (73.4) (85.9) 12.5 N.M.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeQuantitative and Qualitative Disclosures About Market Risk , as well as the following list of some, but not all, of the factors that could cause actual results or events (including with respect to our affiliates) to differ materially from anticipated results or events: • economic and business conditions and industry trends in the countries in which we or our affiliates operate; • the competitive environment in the industries and in the countries in which we or our affiliates operate, including competitor responses to our products and services; • our ability to manage rapid technological changes, including our ability to adequately manage our legacy technologies and the rate at which our current technology becomes obsolete; • the impact of our future financial performance, or market conditions generally, on the availability, terms and deployment of capital; • our ability to adequately forecast and plan future network requirements; • changes in laws, monetary policies and government regulations that may impact the availability or cost of capital and the derivative instruments that hedge certain of our financial risks; • changes in consumer video, mobile and broadband usage, preferences and habits; • consumer acceptance of our existing service offerings, including our broadband internet, video, fixed-line telephony, mobile and business service offerings, and of new technology, programming alternatives and other products and services that we may offer in the future; • the availability of attractive programming for our video services and the costs associated with such programming, including, but not limited to, production costs, retransmission and copyright fees; • the activities of device manufacturers and our operating companies’ ability to secure adequate and timely supply of handsets that experience high demand; • uncertainties inherent in the development, and integration, of new business lines and business strategies; • our ability to increase revenue from business services offered to our affiliates and other third parties; • the availability, cost and regulation of spectrum used in our business; • the ability of suppliers and vendors (including our third-party wireless network provider, Three (Hutchison), under our mobile virtual network operator ( MVNO ) arrangement at VM Ireland (as defined below)) to timely deliver quality products, equipment, software, services and access; • the leakage of sensitive customer or company data or the failure to comply with applicable data protection laws, regulations and rules; • our ability to anticipate, protect against, mitigate and contain the loss of our and our customers’ data as a result of cyber attacks on us or any of our affiliates; • a failure in our network and information systems, whether caused by a natural failure or a security breach, and unauthorized access to our networks; • fluctuations in currency exchange rates and interest rates; • instability in global financial markets, including sovereign debt issues, currency instability and related fiscal or monetary reforms; • changes in, or failure or inability to comply with, government regulations and legislation in the countries in which we or our affiliates operate and any adverse outcomes from regulatory proceedings; • changes in laws or treaties relating to taxation, or the interpretation thereof, in Bermuda, the U.K., the U.S. or in other countries in which we or our affiliates operate; • the effect of perceived health risks associated with electromagnetic radiation from base stations and associated equipment; • our ability to navigate the potential impacts on our business resulting from the U.K.’s departure from the European Union ( E.U. ); I-4 • our ability to successfully acquire new businesses or form joint ventures and, if acquired or joined, to integrate, realize anticipated efficiencies from, and implement our business plans with respect to, the businesses we have acquired or joined or that we expect to acquire or join; • successfully integrating businesses or operations that we acquire or partner with on the timelines, or within the budgets, estimated for such integrations; • our ability to realize the expected synergies from our acquisitions and joint ventures in the amounts anticipated or on the anticipated timelines; • our ability to obtain regulatory approval and shareholder approval and satisfy other conditions necessary to close acquisitions, dispositions, combinations or joint ventures and the impact of conditions imposed by competition and other regulatory authorities in connection with any of our acquisitions, combinations or joint ventures; • problems we may discover post-closing with the operations, including the internal controls and financial reporting processes, of businesses we acquire or with whom we create joint ventures; • operating costs, customer loss and business disruption, including maintaining relationships with employees, customers, suppliers or vendors, may be greater than expected in connection with our acquisitions, dispositions or joint ventures; • changes in the nature of key strategic relationships with partners and joint venturers; • our ability to profit from investments, such as our joint ventures, that we do not solely control; • our potential exposure to additional tax liabilities; • the effect on our businesses of strikes or collective action by certain of our employees that are represented by trade unions or work councils; • our capital structure and factors related to our debt arrangements; • our ability to maintain or increase rates to our subscribers or to pass through increased costs to our subscribers, including with respect to our significant property and equipment additions, as a result of, among other things, inflationary and cost of living pressures; • the availability and cost of capital for the acquisition, maintenance and/or development of telecommunications networks, products and services; • consumer disposable income and spending levels, including the availability and amount of individual consumer debt, as a result of, among other things, inflationary or cost of living pressures; • our ability to freely access the cash of our operating companies; • the risk of default by counterparties to our cash investments, derivative and other financial instruments and undrawn debt facilities; • the loss of key employees and the lack of qualified personnel; • our ability to provide satisfactory customer service, including support for new and evolving products and services; • government intervention that requires opening our broadband distribution networks to competitors, such as certain regulatory obligations imposed in Belgium; • our ability to maintain and further develop our direct and indirect distribution channels; • the outcome of any pending or threatened litigation; and • events that are outside of our control, such as political unrest in international markets, terrorist attacks, armed conflicts, malicious human acts, natural disasters, epidemics, pandemics and other similar events, including the ongoing invasion of Ukraine by Russia and the continuing conflicts in the Middle East.
Biggest changeQuantitative and Qualitative Disclosures About Market Risk , as well as the following list of some, but not all, of the factors that could cause actual results or events (including with respect to our affiliates) to differ materially from anticipated results or events: • economic and business conditions and industry trends in the countries in which we or our affiliates operate, including the impact of the increasingly uncertain and volatile economic conditions, an inflationary environment and changes in government policies, including those related to trade and tariffs; • the competitive environment in the industries and in the countries in which we or our affiliates operate, including competitor responses to our products and services; • our ability to manage rapid technological changes, including our ability to adequately manage our legacy technologies and the rate at which our current technology becomes obsolete; • the impact of our future financial performance, or market conditions generally, on the availability, terms and deployment of capital; • our ability to adequately forecast and plan future network requirements; • changes in laws, monetary policies and government regulations that may impact the availability or cost of capital and the derivative instruments that hedge certain of our financial risks; • changes in consumer video, mobile and broadband usage, preferences and habits, including increased demand for high-speed data transmission services and artificial intelligence-enabled services; • consumer acceptance of our existing service offerings, including our broadband internet, video, fixed-line telephony, mobile and business service offerings, and of new technology, programming alternatives and other products and services that we may offer in the future; • the availability of attractive programming for our video services and the costs associated with such programming, including, but not limited to, production costs, retransmission and copyright fees; • our ability to continue to use intellectual property used to conduct our operations; • the activities of device manufacturers and our operating companies’ ability to secure adequate and timely supply of handsets that experience high demand; • uncertainties inherent in the development, and integration, of new business lines and business strategies; • our ability to increase revenue from business services offered to our affiliates and other third parties; • the availability, cost and regulation of spectrum used in our business; • the ability of suppliers and vendors (including our third-party wireless network provider, Three (Hutchison) ( Three ), under our mobile virtual network operator ( MVNO ) arrangement at VM Ireland (as defined below)) to timely deliver quality products, equipment, software, services and access; • the leakage of sensitive customer or company data or the failure by us, our affiliates or our third-party providers to comply with applicable data protection laws, regulations and rules; • our ability and the ability of our third-party service providers to anticipate, protect against, mitigate and contain the loss of our and our customers’ data as a result of cyber attacks on us or any of our affiliates or our third-party service providers; • a failure in our network and information systems, whether caused by a natural failure or a security breach, and unauthorized access to our networks; • fluctuations in currency exchange rates and interest rates; • instability in global financial markets, including sovereign debt issues, currency instability and related fiscal or monetary reforms; • changes in, or failure or inability to comply with, government regulations and legislation in the countries in which we or our affiliates operate and any adverse outcomes from regulatory proceedings; • changes in laws or treaties relating to taxation, or the interpretation thereof, in Bermuda, the U.K., the U.S. or in other countries in which we or our affiliates operate; I-4 • the effect of perceived health risks associated with electromagnetic radiation from base stations and associated equipment; • our ability to navigate the potential impacts on our business resulting from the U.K.’s departure from the European Union ( E.U. ); • our ability to successfully acquire new businesses or form joint ventures and, if acquired or joined, to integrate, realize anticipated synergies from, and implement our business plans with respect to, the businesses we have acquired or joined or that we expect to acquire or join on the timelines, or within the budgets, estimated for such integrations; • successfully integrating businesses or operations that we acquire or partner with on the timelines, or within the budgets, estimated for such integrations; • our ability to realize the expected synergies from our acquisitions and joint ventures in the amounts anticipated or on the anticipated timelines; • our ability to obtain regulatory and shareholder approval and satisfy other conditions necessary to close acquisitions, dispositions, combinations or joint ventures and the impact of conditions imposed by competition and other regulatory authorities in connection with any of our acquisitions, combinations or joint ventures; • problems we may discover post-closing with the operations, including the internal controls and financial reporting processes, of businesses we acquire or with whom we create joint ventures; • operating costs, customer loss and business disruption, including maintaining relationships with employees, customers, suppliers or vendors, may be greater than expected in connection with our acquisitions, dispositions or joint ventures; • changes in the nature of key strategic relationships with partners and joint venturers; • our ability to profit from investments, such as our joint ventures, that we do not solely control; • our potential exposure to additional tax liabilities; • the effect on our businesses of strikes or collective action by certain of our employees that are represented by trade unions or work councils; • our capital structure and factors related to our debt arrangements; • our ability to maintain or increase rates to our subscribers or to pass through increased costs to our subscribers, including with respect to our significant property and equipment additions, as a result of, among other things, inflationary and cost of living pressures; • the availability and cost of capital for the acquisition, maintenance and/or development of telecommunications networks, products and services; • consumer disposable income and spending levels, including the availability and amount of individual consumer debt, as a result of, among other things, inflationary or cost of living pressures; • our ability to freely access the cash of our operating companies; • the risk of default by counterparties to our cash investments, derivative and other financial instruments and undrawn debt facilities; • the loss of key employees and the lack of qualified personnel; • our ability to provide satisfactory customer service, including support for new and evolving products and services; • government intervention that requires opening our broadband distribution networks to competitors, such as certain regulatory obligations imposed in Belgium; • our ability to maintain and further develop our direct and indirect distribution channels; • the outcome of any pending or threatened litigation; and • events that are outside of our control, such as political unrest in international markets, terrorist attacks, armed conflicts, malicious human acts, natural disasters, epidemics, pandemics and other similar events, including the ongoing invasion of Ukraine by Russia and the continuing conflicts in the Middle East.
Various Sky channels, including Sky Sports , are available over Sky’s satellite system and our cable networks, as well as via Sky’s apps and online players and other television platforms, and some of the channels are available on BT and TalkTalk platforms. The VMO2 JV distributes several basic and premium video channels supplied by Sky.
Various Sky channels, including Sky Sports , are available over Sky’s satellite system and our cable networks, as well as via Sky’s apps and online players and other television platforms. Some of the channels are available on BT and TalkTalk platforms. The VMO2 JV distributes several basic and premium video channels supplied by Sky.
This decision to deregulate is mainly based on two factors: (i) the approval of KPN’s commercial offer in a formal commitment decision by the ACM, which makes KPN’s fiber network open to various providers of telecom service and allows them to compete effectively at the retail level, and (ii) the announcements of fiber roll-out plans by network operators that will likely cover all geographic areas of the Netherlands within the next five years.
This decision to deregulate is mainly based on two factors: (i) the approval of KPN’s commercial offer in a formal commitment decision by the ACM, which makes KPN’s fiber network open to various providers of telecom service and allows them to compete effectively at the retail level, and (ii) the announcements of fiber roll-out plans by network operators that will likely cover all geographic areas of the Netherlands within five years.
These services fall into five broad categories: I-12 • 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 and telephony solutions, 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; and • value-added services, including managed security systems and cloud enabled business applications.
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 and telephony solutions, 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; and • value-added services, including managed security systems and cloud-enabled business applications.
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 and customer experience play a key role.
Our intermediate to long-term strategy is to enhance our capabilities and offerings in the business services sector so we become a preferred provider in this market. To execute this strategy, partnerships and customer experience play a key role.
These forward-looking statements and the above-described risks, uncertainties and other factors speak only as of the date of this Annual Report, and we expressly disclaim any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement contained herein, to reflect any change in our expectations with regard thereto, or any other change in events, conditions or circumstances on which any such statement is based.
These forward-looking statements and the above-described risks, uncertainties and other factors speak only as of the date of this Annual I-5 Report, and we expressly disclaim any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement contained herein, to reflect any change in our expectations with regard thereto, or any other change in events, conditions or circumstances on which any such statement is based.
(2) Fixed-Line Customer Relationships are the number of customers who receive at least one of our internet, video or telephony services that we count as Revenue Generating Units ( RGUs ), without regard to which or to how many services they subscribe. Fixed-Line Customer Relationships generally are counted on a unique premises basis.
(2) Fixed-Line Customer Relationships are the number of customers who receive at least one of our broadband, video or telephony services that we count as Revenue Generating Units ( RGUs ), without regard to which or to how many services they subscribe. Fixed-Line Customer Relationships generally are counted on a unique premises basis.
We often undergo close regulatory scrutiny from competition authorities, in particular with respect to proposed business combinations that often require clearance from the European Commission or national competition authorities, which can block, impose conditions on or delay an acquisition, disposition or combination, thus possibly hampering our opportunities for growth.
We often undergo close regulatory scrutiny from competition authorities, in particular with respect to proposed business combinations that require clearance from the European Commission or national competition authorities who can block, impose conditions on or delay an acquisition, disposition or combination, thus possibly hampering our opportunities for growth.
Belgium Telenet has been found to have SMP in the wholesale broadband and the wholesale television distribution markets, obliging it to (i) provide third-party operators with access to the digital television platform (including basic digital video and analog video) and (ii) make available to third-party operators a bitstream offer of broadband internet access, including fixed voice.
Belgium Telenet has been found to have SMP in the wholesale broadband and the wholesale television distribution markets, obliging it to (i) provide third-party operators with access to its digital television platform (including basic digital video and analog video) and (ii) make available to third-party operators a bitstream offer of broadband internet access, including fixed voice (the Telenet Access Requirements ).
With its mobile services, the VodafoneZiggo JV is able to offer quad-play bundles and FMC services to its residential and business customers. Liberty Growth Liberty Growth has amassed a portfolio of investments in approximately 70 companies and funds across the world, investing in the technology, media/content, sports and digital infrastructure industries.
With its mobile services, the VodafoneZiggo JV is able to offer quad-play bundles and FMC services to its residential and business customers. Liberty Growth Liberty Growth has amassed a portfolio of investments in approximately 70 companies and funds across the world, investing in the technology, media, sports and infrastructure industries.
The Gigabit Infrastructure Act will abolish surcharges for intra-E.U. communications, such as SMS, fixed and mobile calls generated from the domestic country to another E.U. country. As of January 1, 2029, operators must apply domestic rates to intra-E.U. communications. Abolishing such surcharges may have an impact on our operations.
The Gigabit Infrastructure Act will abolish surcharges for intra-E.U. communications, such as SMS, fixed and mobile calls generated from the domestic country to another E.U. country. As of January 1, 2029, operators must apply domestic rates to intra-E.U. communications, which may have an impact on our operations.
Certain of our business service revenue is derived from small or home office ( SOHO ) subscribers that pay a premium 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.
Certain of our business service revenue is derived from small or home office ( SOHO ) subscribers that pay a premium to receive enhanced service levels along with broadband, video or telephony services that are the same or similar to the mass marketed products offered to our residential subscribers.
We license almost all of our programming and on-demand offerings from content providers and third-party rights holders, including broadcasters and cable programming networks. Under our channel distribution agreements, we generally pay a monthly fee on a per channel or per subscriber basis, with occasional minimum pay guarantees.
We license almost all of our programming and on-demand offerings from third-party rights holders, including broadcasters and cable programming networks. Under our channel distribution agreements, we generally pay a monthly fee on a per channel or per subscriber basis, with occasional minimum pay guarantees.
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-27
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-24
We have our own sports channels under the Play Sports brand in Belgium, which is exclusively available to Telenet customers. In Ireland, Virgin Media customers have access to VM More which includes sports programming as well as first look products and premium content.
We have our own sports channels under the Play Sports brand in Belgium, which is exclusively available to I-15 Telenet customers. Virgin Media Ireland customers have access to VM More , which includes sports programming as well as first look products and premium content.
While DOCSIS 3.1 technology will provide up to 2.5 Gbps, in 2023, we introduced XGSPON technology across much of our FTTH footprint, enabling symmetrical speeds of up to 10 Gbps, with plans for further rollouts in 2025.
While DOCSIS 3.1 technology will provide up to 2.5 Gbps, in 2023, we introduced XGSPON technology across much of our FTTH footprint, enabling symmetrical speeds of up to 10 Gbps, with plans for further rollouts in 2026.
Our extensive broadband networks enable us to deliver ultra-high-speed internet service across our markets, be it through fiber, Hybrid Fiber Coaxial ( HFC ) or mobile technology, and we strive to extend our reach and reinforce our speed leadership.
Our extensive broadband networks enable us to deliver ultra-high-speed internet service across our markets, be it through fiber, Hybrid Fiber Coaxial ( HFC ) or mobile technologies, and we strive to extend our reach and reinforce our speed leadership.
The Mobile Subscriber count for the VMO2 JV includes internet of things ( IoT ) connections, which are Machine-to-Machine contract mobile connections, including Smart Metering contract I-7 connections. The mobile subscriber count for the VMO2 JV presented in the table above excludes mobile wholesale connections based on their definition.
The Mobile Subscriber count for the VMO2 JV includes internet of things ( IoT ) connections, which are Machine-to-Machine contract mobile connections, including Smart Metering contract connections. The mobile subscriber count for the VMO2 JV presented in the table above excludes mobile wholesale connections based on their definition.
One Firmware runs on system-on-a-chip ( SOC ) technology from multiple vendors and can run on any SOC that is RDK-B compliant, enabling greater speed and agility for on-boarding of new customer premises equipment ( CPE ) platforms and ecosystem features, thus allowing us to build once and port to many.
One Firmware supports our ONE Connect ecosystem. One Firmware runs on system-on-a-chip ( SOC ) technology from multiple vendors and can run on any SOC that is RDK-B compliant, enabling greater speed and agility for on-boarding of new customer premises equipment ( CPE ) platforms and ecosystem features, thus allowing us to build once and port to many.
E.U. citizens also have access to a number of redress mechanisms in case their personal data is handled in violation of this framework, including an independent dispute resolution mechanism and a newly created ‘Data Protection Review Court’. This framework is subject to periodic review by the European Commission, European data protection authorities and applicable U.S. authorities.
E.U. citizens also have access to a number of redress mechanisms in case their personal data is mishandled, including an independent dispute resolution mechanism and a newly created ‘Data Protection Review Court’. This framework is subject to periodic review by the European Commission, European data protection authorities and applicable U.S. authorities.
To support the adoption of fiber-to-the-home, cabinet, building or node networks (fiber-to-the-home/-cabinet/-building/-node is referred to herein as FTTx ) access in both on-net and off-net scenarios, we introduced XGSPON (an updated standard for passive optical networks that supports 10 Gbps symmetrical data transfers) and ethernet-based Connect Boxes with WiFi 6, providing speeds up to 10 Gbps that run our One Firmware and support our ONE Connect ecosystem.
To support the adoption of fiber-to-the-home, cabinet, building or node networks (fiber-to-the-home/-cabinet/-building/-node is referred to herein as FTTx ) access in both on-net and off-net scenarios, we continue to roll out XGSPON (an updated standard for passive optical networks that supports 10 Gbps symmetrical data transfers) and ethernet-based Connect Boxes with WiFi 6, providing speeds up to 10 Gbps that run our One Firmware and support our ONE Connect ecosystem.
Call termination tariffs for SMP providers are set by NRAs, but for the E.U., the Code includes a system of single maximum, E.U.-wide voice termination rates for fixed and mobile. During 2025, all E.U. service providers will be subject to maximum fixed and mobile voice termination rates of €0.07 and €0.20 per minute, respectively.
Call termination tariffs for SMP providers are set by NRAs, but for the E.U., the Code includes a system of maximum, E.U.-wide voice termination rates for fixed and mobile. During 2026, all E.U. service providers will be subject to maximum fixed and mobile voice termination rates of €0.07 and €0.20 per minute, respectively.
Under the Data Act, companies must share personal and non-personal data generated by IoT products with users and third parties, upon the user’s request. It also requires companies to share personal and non-personal data with public sector bodies in certain situations, and imposes switching and interoperability requirements on cloud services.
Under the E.U. Data Act, companies must share personal and non-personal data generated by IoT products with users and third parties, upon request. It also requires companies to share personal and non-personal data with public sector bodies in certain situations, and imposes switching and interoperability requirements on cloud services.
The Disney + app is available to customers at Telenet, the VMO2 JV and the VodafoneZiggo JV. The Netflix and I-16 Amazon Prime Video apps are both available to customers at Telenet, VM Ireland, the VMO2 JV and the VodafoneZiggo JV. The SkyShowtime service is available to customers at the VodafoneZiggo JV.
The Disney + app is available to customers at Telenet, the VMO2 JV, the VodafoneZiggo JV and VM Ireland. The Netflix and Amazon Prime Video apps are both available to customers at Telenet, VM Ireland, the VMO2 JV and the VodafoneZiggo JV. The SkyShowtime service is available to customers at the VodafoneZiggo JV.
Our products are designed for circularity, allowing for more sustainable materials and ensuring easier pathways to refurbishment and disposal at the end of their useful life. Our Planet priority also brings together innovation opportunities with Smart Energy initiatives—making our networks, products and operations more efficient and sustainable through the use of artificial intelligence and other transformative technologies.
Many of our products are designed for circularity, allowing for more sustainable materials and ensuring easier pathways to refurbishment and disposal at the end of their useful life. Our Planet priority also brings together innovation opportunities with smart energy initiatives—making our networks, products and operations more efficient and sustainable through the use of AI and other transformative technologies.
Under the dividend policy, the nexfibre JV must distribute all unrestricted cash to Telefónica, InfraVia and us, subject to minimum cash requirements and financing arrangements. VodafoneZiggo JV Liberty Global owns 50% of the VodafoneZiggo JV, a leading Dutch telecommunications company that provides fixed, mobile, video, telephony and integrated communication and entertainment services to consumers and businesses in the Netherlands.
Under the dividend policy, the nexfibre JV must distribute all unrestricted cash to Telefónica, InfraVia and us, subject to minimum cash requirements and financing arrangements. VodafoneZiggo JV Liberty Global owns 50% of the VodafoneZiggo JV, a leading Dutch telecommunications company that provides fixed, mobile, video, telephony and broadband services to consumers and businesses in the Netherlands.
Other significant competitors are BT and TalkTalk Telecom Group plc ( TalkTalk ), each of which offer triple-play services, IPTV video services and multimedia home gateways. Sky owns the U.K. rights to various entertainment, sports and movie programming. Sky is both a principal competitor and an important supplier of content to the VMO2 JV.
Other significant competitors are BT and TalkTalk Telecom Group plc ( TalkTalk ), each of which offer triple-play services, internet protocol television video services and multimedia home gateways. Sky owns the U.K. rights to various entertainment, sports and movie programming. Sky is both a principal competitor and an important supplier of content to the VMO2 JV.
Multiple Dwelling Units and Partner Networks Following the closing of the Telenet Wyre Transaction on July 1, 2023, Telenet became a wholesale access client of Wyre, in addition to Orange Belgium NV/SA ( Orange Belgium ), with whom it signed a 15-year commercial wholesale agreement in January 2023, resulting in a wholesale market share of around 65%.
Partner Networks Following the closing of the Telenet Wyre Transaction on July 1, 2023, Telenet became a wholesale access client of Wyre, in addition to Orange Belgium NV/SA ( Orange Belgium ), with whom it signed a 15-year commercial wholesale agreement in January 2023, resulting in a wholesale market share of around 65%.
The VMO2 JV provides a wide range of mobile and associated value-added products and services, such as voice, messaging and data services, handsets and hardware (e.g., wearables and handsets), stand-alone mobile devices and other accessories.
The VMO2 JV provides a wide range of mobile and associated value-added products and services (e.g., priority tickets), such as voice, messaging and data services, handsets and hardware, stand-alone mobile devices and other accessories.
Broadcasting and Content Law The Audiovisual Media Services Directive ( AVMSD ) governs the activities of broadcasters under E.U. law. Generally, broadcasts originating in, and intended for reception within, an E.U. Member State must respect the laws of the receiving Member State. E.U. Member States must allow broadcast signals of broadcasters established in another E.U.
I-20 Broadcasting and Content Law The Audiovisual Media Services Directive ( AVMSD ) governs E.U. broadcasters. Generally, broadcasts originating in, and intended for reception within, an E.U. Member State must respect the laws of the receiving Member State. E.U. Member States must allow broadcast signals of broadcasters established in another E.U.
(8) Amounts related to the VodafoneZiggo JV’s fixed-line and mobile products include business and multiple dwelling unit subscribers. Additional General Notes to Table: Our operating companies provide broadband internet, video, telephony, mobile, data or other business services.
I-7 (6) Amounts related to the VodafoneZiggo JV’s fixed-line and mobile products include business and multiple dwelling unit subscribers. Additional General Notes to Table: Our operating companies provide broadband internet, video, telephony, mobile, data or other business services.
Where necessary, we increase our capacity incrementally, for instance by splitting nodes in our cable network. We also continue to explore improvements to our network and services as well as new technologies that will enhance our customer’s connected entertainment experience.
We closely monitor our network capacity and customer usage. Where necessary, we increase our capacity incrementally, for instance by splitting nodes in our cable network. We also continue to explore improvements to our network and services as well as new technologies that will enhance our customer’s connected entertainment experience.
The ACM also adopted a final decision rejecting YouCa’s request for symmetric access to non-replicable network assets of VodafoneZiggo’s cable network in Amsterdam, as it was deemed not proportionate. Available Information All our filings with the U.S.
The ACM also adopted a final decision rejecting YouCa’s request for symmetric access to non-replicable network assets of VodafoneZiggo’s cable network in Amsterdam, as it was deemed not proportionate. Both ACM decisions have been appealed. Available Information All our filings with the U.S.
Broadband Cost Reduction Directive, service providers may be required to give access to parts of their passive network infrastructure upon reasonable request if there are significant economic or physical replicability barriers. Requirements to provide access to active infrastructure also exist, but only if a number of additional requirements are met.
Broadband Cost Reduction Directive), service providers may be required to give access to parts of their passive network infrastructure upon reasonable request if there are significant economic or physical replicability barriers. Requirements to provide access to active infrastructure also exist, but only if a number of additional requirements are met. The U.K. has transposed the E.U. Broadband Cost Reduction Directive.
Our business services are provided to customers at contractually established prices based on the size of the business, type of services received and the volume and duration of the service agreement. SOHO and small business customers pay business market prices on a monthly subscription basis to receive enhanced service levels and business features that support their needs.
Our business services are provided to customers based on the size of the business and the type, volume and duration of the services. SOHO and small business customers pay business market prices on a monthly subscription basis to receive enhanced service levels and business features that support their needs.
We offer multiple tiers of broadband internet service, including gigabit or greater speeds across our entire footprint. The speed of service depends on the customer location and their selected service. By leveraging our existing fiber-rich broadband networks, we deliver gigabit or greater speeds by deploying DOCSIS 3.1 technology.
We offer multiple tiers of broadband internet service, including gigabit or greater speeds across our entire footprint. The speed of service depends on the customer location and their selected service. We deliver gigabit or greater speeds by deploying DOCSIS 3.1 technology.
These include: • recapturing bandwidth and optimizing our networks by: ◦ increasing the number of nodes in our markets; ◦ increasing the bandwidth of our HFC cable network to 1.2 GHz; ◦ converting analog channels to digital; ◦ moving channels to IP delivery; ◦ deploying additional DOCSIS 3.1 channels; ◦ replacing copper lines with modern optic fibers; and ◦ using digital compression technologies. • freeing spectrum for high-speed internet, VoD and other services by encouraging customers to move from analog to digital services; • increasing the efficiency of our networks by moving head-end functions (encoding, transcoding and multiplexing) to cloud storage systems; • enhancing our network to accommodate business services; • using wireless technologies to extend our services outside of the home; • offering remote access to our video services through laptops, smart phones and tablets; and • expanding the availability of the Horizon 5 minibox and Horizon Go, as well as Horizon 5, and related products and developing and introducing online media sharing and streaming or cloud-based video.
These include: • recapturing bandwidth and optimizing our networks by: ◦ increasing the number of nodes in our markets; ◦ increasing the bandwidth of our HFC cable network to 1.2 GHz (and to 1.8 GHz in 2026); ◦ converting analog video channels to digital (DVB-C); ◦ moving video channels to IP delivery; ◦ deploying additional DOCSIS 3.1 channels (and DOCSIS 4 channels in 2026); ◦ replacing copper lines with modern optic fibers; and ◦ using digital compression technologies. • freeing spectrum by encouraging customers to move from analog to digital services; • increasing the efficiency of our networks by moving head-end functions to cloud storage systems; • enhancing our network to accommodate business services; • using wireless technologies to extend our services outside of the home; • offering remote access to our video services through laptops, smart phones and tablets; and • expanding the availability of the Horizon 5 minibox and Horizon Go, as well as Horizon 5, and related products and developing and introducing online media sharing and streaming or cloud-based video.
We also seek to carry in each of our markets key public and private broadcasters, and in some markets, we acquire local premium programming through select relationships with companies such as Sky plc ( Sky ), TNT Sports (a joint venture between BT Sport and Warner Bros. Discovery), Streamz and Canal+.
We also seek to carry key public and private broadcasters and acquire local premium programming through select relationships with companies such as Sky plc ( Sky ), TNT Sports (a joint venture between BT Sport and Warner Bros. Discovery), Streamz and Canal+.
Member State to be freely transmitted within their territory, so long as the broadcaster complies with the law of their home state. When offering third-party VoD services on our network, it is the third-party provider, and not us, that is regulated in respect of these services. The U.K. has a regulatory system that also reflect these principles.
Member State to be freely transmitted within their territory, so long as the broadcaster complies with the law of their home state. When offering third-party VoD services on our network, it is the third-party provider, and not us, that is regulated. The U.K. has a similar regulatory system.
Telenet is the leading residential broadband provider in Flanders, Belgium. In January 2023 Telenet signed 15-year agreements with Orange Belgium for mutual access to fixed networks (HFC and FTTH), which enabled Telenet to offer FMC services in Wallonia. Telenet launched fixed services under its BASE brand in June 2024 and became a national FMC player while expanding into Wallonia.
In January 2023 Telenet signed 15-year agreements with Orange Belgium for mutual access to fixed networks (HFC and FTTH), which enabled Telenet to offer FMC services in Wallonia. Telenet launched fixed services under its BASE brand in June 2024 and became a national FMC player while expanding into Wallonia.
Additional scrutiny is imposed under the national foreign direct investment screening regimes in 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, including telecommunications.
Additional scrutiny on transactions arises from the national foreign direct investment screening regimes in the U.K. and some E.U. Member States. Such regimes allow national governments to review and impose conditions on certain transactions involving critical infrastructures, including telecommunications.
Investments VMO2 JV Liberty Global owns 50% of the VMO2 JV, an integrated communications provider of broadband internet, mobile, video, fixed-line telephony and converged services to residential and business customers in the U.K. As part of the U.K. JV Transaction, Liberty Global entered into a shareholders agreement with Telefónica, which previously owned O2 in the U.K. (the U.K.
Significant FMC Joint Ventures and Investments VMO2 JV Liberty Global owns 50% of the VMO2 JV, an integrated communications provider of broadband internet, mobile, video, fixed-line telephony and converged services to residential and business customers in the U.K. Liberty Global has entered into a shareholders agreement with Telefónica, which previously owned O2 in the U.K. (the U.K.
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. In each country in which we operate, we have been found to have SMP for call termination.
U.K. providers with SMP must offer termination on fair and reasonable terms, conditions and charges, which must be no higher than BT’s regulated charges unless certain conditions are met. In each country in which we operate, we have been found to have SMP for call termination.
At the end of July 2024, Telenet signed a Memorandum of Understanding with Proximus NV/SA ( Proximus ) and Fiberklaar for a potential future collaboration on the further deployment of fiber networks in Flanders.
Telenet has signed a Memorandum of Understanding with Proximus NV/SA ( Proximus ) and Fiberklaar for a potential future collaboration on the further deployment of fiber networks in Flanders.
Additionally, under the EMFA, we may need to incur hardware replacement costs to allow users to change the device or interface configuration that controls their access to media services, allow users to customize their media offering in accordance with their interests and permit them to visualize the identity of the media service providers.
Under the EMFA, we may need to incur hardware replacement costs to allow users to change the device or interface configurations to allow users to customize their media offering in accordance with their interests and permit them to visualize the identity of the media service providers.
When advantageous, we seek to forge commercial relationships between our operating companies and the companies we invest in, creating an even stronger partnership to help drive growth and efficiencies. The investments identified by company name above are merely illustrative, do not represent a complete list and are not necessarily the largest of our long-term investments.
When advantageous, we seek to forge commercial relationships between our operating companies and the companies we invest in, creating an even stronger partnership to help drive growth and efficiencies. The investments identified above do not represent a complete list and are not necessarily our largest investments.
From time to time, we may make investments in other companies that we choose not to identify by company name for commercial, legal, strategic or other reasons. Additional Business Information Technology Our broadband internet, video and fixed-line telephony services are primarily transmitted over an HFC network.
We may choose not to identify certain investments by name for commercial, legal, strategic or other reasons. Additional Business Information Technology Our broadband internet, video and fixed-line telephony services are primarily transmitted over an HFC network.
Our ability to offer FMC services is a key driver of growth. Furthermore, in order to address lower segments of the market, we operate with ancillary mobile brands, such as BASE (Belgium), giffgaff (U.K.) and Hollandsnieuwe (Netherlands). The market for fixed-line telephony services is competitive in all of our markets.
In order to address lower segments of the market, we operate with ancillary mobile brands, such as BASE (Belgium), giffgaff (U.K.) and Hollandsnieuwe (Netherlands). The market for fixed-line telephony services is competitive in all of our markets.
In the event conditions are imposed and we fail to meet them in a timely manner, the relevant authority or governments may impose fines and, if in connection with a transaction, may require restorative measures, such as a disposition of assets or divestiture of operations. One such example of potential close regulatory scrutiny is the E.U.
In the event conditions are imposed and we fail to meet them in a timely manner, the relevant authority or government may impose fines and, if in connection with a transaction, may require restorative measures, such as a disposition of assets or divestiture of operations. The E.U.
In the telecommunications sector, the U.K. and the E.U. have agreed to maintain the existing levels of liberalization in their markets, including standard provisions on authorizations, access to and use of telecoms networks, interconnection, fair and transparent regulation and the allocation of scarce resources. The E.U.-U.K.
Agreement .” In the telecommunications sector, the U.K. and the E.U. agreed to maintain the then-current levels of liberalization in their markets, including standard provisions on authorizations, access to and use of telecoms networks, interconnection, fair and transparent I-19 regulation and the allocation of scarce resources. The E.U.-U.K.
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, such as the adoption of adequacy decisions and the use of standard contractual clauses ( SCCs ), are enforced to ensure that data transfers are protected.
Wyre provides wholesale access to its HFC and future fiber network with its customers currently including Telenet and Orange Belgium. Telenet may face increased competition from other providers of video services who take advantage of the wholesale access and may be able to offer triple- and quad-play services.
Wyre currently provides wholesale access to its HFC and future fiber network with its customers and is seeking approval for the Wyre-Proximus Agreement. Telenet may face increased competition from other providers of video services who take advantage of the wholesale access and may be able to offer triple- and quad-play services.
The VMO2 JV’s consumer convergence offering is led by its “ Volt ” proposition, offering new and existing customers that take Virgin Media broadband and eligible O2 Pay Monthly plans an upgrade to the next fixed broadband speed tier, increased mobile data and more value, including a WiFi guarantee, where customers are guaranteed certain minimum download speeds in every room or they receive a billing credit.
The VMO2 JV’s convergence proposition is called “ Volt ,” offering new and existing customers with Virgin Media broadband and eligible O2 Pay Monthly plans an upgrade to the next fixed broadband speed tier, increased mobile data and roaming in 75 destinations, including a WiFi guarantee, where customers are guaranteed certain minimum download speeds in every room or they receive a billing credit.
In particular, the Standby Regulation sets, among other things, the maximum power consumption of networked consumer equipment while in the so-called “Networked Standby” or “High Network Availability” modes. All of our CPE devices comply with the requirements of the Standby Regulation. The E.U.’s Radio Equipment Directive regulates radio equipment held for sale.
In particular, the Standby Regulation sets, among other things, the maximum power consumption of networked consumer equipment while in the so-called “Networked Standby” or “High Network Availability” modes. All of our CPE devices comply with the requirements of the Standby Regulation.
Software Licenses We license software products from several suppliers for our internet services. The agreements for these products typically require us to pay a fee for software licenses and/or a share of advertising revenue for content licenses.
Similarly, we use a variety of suppliers for mobile handsets to offer our customers mobile services. Software Licenses We license software products from several suppliers for our broadband internet services. The agreements for these products typically require us to pay a fee for software licenses and/or a share of advertising revenue for content licenses.
In 2024, we finalized plans to introduce a DOCSIS 4 Network Termination Unit, which will connect our DOCSIS 4 HFC network to the customer’s Connect Box via an ethernet cable, in similar fashion to the XGSPON two-box architecture described above. Supply Sources Content . In our markets, entertainment platforms remain a key part of the telecommunication services bundle.
In 2024, we finalized plans to introduce a DOCSIS 4 Network Termination Unit, which will connect our DOCSIS 4 HFC network to the customer’s Connect Box via an ethernet cable, in similar fashion to the XGSPON two-box architecture described above. Supply Sources Content .
To support this approach, we are investing in content assets. We have invested in various content companies, including ITV, All3Media (the sale of which was completed in May 2024), Lionsgate, Virgin Media TV, Play Media (previously SBS Belgium), Woestijnvis and Caviar Group. We are also investing in sports, both as a broadcaster and as a rights owner.
To support this approach, we invest in content assets. We have invested in various content companies, including ITV, All3Media (which we sold in May 2024), Lionsgate, Virgin Media TV, Play Media (previously SBS Belgium) and Woestijnvis. We also invest in sports content, both as a broadcaster and as a rights owner.
Besides its residential services, the VodafoneZiggo JV offers extensive business services throughout the Netherlands. The operations of the VodafoneZiggo JV are subject to various regulations, which are described below under Regulatory Matters—Joint Venture Entities—The Netherlands .
The VodafoneZiggo JV also had 5.6 million mobile subscribers. Besides its residential services, the VodafoneZiggo JV offers extensive business services throughout the I-13 Netherlands. The operations of the VodafoneZiggo JV are subject to various regulations, which are described below under Regulatory Matters—Joint Venture Entities—The Netherlands .
In 2024, we finalized plans to introduce a DOCSIS 4 Network Termination Unit, which will terminate DOCSIS 4 (up to 10 Gbps), and connect ethernet, via the Connect Box, in similar fashion to the XGSPON two-box architecture that is described above.
In 2024, we finalized plans to introduce a DOCSIS 4 Network Termination Unit, which will terminate DOCSIS 4 (up to 10 Gbps), and connect ethernet, via the Connect Box, in similar fashion to the XGSPON two-box architecture that is described above. In 2026, we expect to begin rolling-out DOCSIS 4 across certain parts of our footprint.
The TiVo platform is deployed on a basic set-top box as well as the Virgin Media V6 box. Similar to Horizon 5, the Virgin Media V6 box combines 4K video, including HDR, with improved streaming functionalities and more processing power. The Virgin Media V6 box allows customers to record six channels simultaneously while watching a seventh channel.
The TiVo platform is deployed on a basic set-top box and on the Virgin Media V6 box. Like Horizon 5, the Virgin Media V6 box combines 4K video (including HDR) with enhanced streaming functionality and increased processing power. The Virgin Media V6 box enables customers to record six channels simultaneously while watching a seventh channel.
Horizon 5 is marketed under the name “Telenet TV-Box” at Telenet, “Virgin TV360” at the VMO2 JV and VM Ireland and “MediaBox Next” at the VodafoneZiggo JV. In the U.K., the forerunner product of Horizon 5 is based on the TiVo platform and was developed under a strategic partnership agreement with TiVo Inc.
Horizon 5 is marketed as “Telenet TV-Box” at Telenet, “Virgin TV 360” at the VMO2 JV and VM Ireland and “MediaBox Next (Mini)” at the VodafoneZiggo JV. In the U.K., the predecessor product to Horizon 5 is based on the TiVo platform and was developed under a strategic partnership agreement with TiVo Inc.
Pursuant to these arrangements, Disney+, Netflix, Prime Video, SkyShowtime, AppleTV+, HBO Max, Paramount+, Viaplay and DAZN services, respectively, are available via certain of our set-top boxes to our video customers across many of our markets, each as premium OTT services offered on an a la carte basis and/or bundled with certain propositions.
We currently have arrangements with Disney, Netflix, Amazon, SkyShowtime, Apple, Paramount, HBO, Viaplay and DAZN. Pursuant to these arrangements, content is made available via certain of our set-top boxes to our video customers across many of our markets, each as premium OTT services offered on an a la carte or bundled basis.
While the Digital Markets Act has an immaterial impact on our business, under the Digital Services Act we have additional obligations, including with respect to periodic reporting, content moderation and establishing points of contact with national authorities and customers. Most of the provisions of the E.U.’s Data Act will become effective in November 2025.
While the Digital Markets Act has an immaterial impact on our business, under the Digital Services Act we have additional obligations, including with respect to periodic reporting, content moderation and establishing points of contact with national authorities and customers.
In addition, the VodafoneZiggo JV owns Ziggo Sport and commissions the production of certain shows such as Rondo and Race Cafe . Ziggo Sport acquired the exclusive media rights to the UEFA Champions League, the UEFA Europa League and the UEFA Europa Conference League starting in the 2024/2025 football season and lasting for three seasons.
In addition, the VodafoneZiggo JV owns Ziggo Sport and commissions the production of certain shows such as Rondo and Race Cafe . Ziggo Sport acquired the exclusive media rights to the UEFA Champions League, the UEFA Europa League and the UEFA Europa Conference League through the 2027/2028 season.
Breach of any of the terms of a TLCS license may result in the imposition of fines and, potentially, license revocation. As a provider of an on-demand program service ( ODPS ), the VMO2 JV must comply with numerous statutory obligations related to “editorial content” and notify Ofcom of its intention to provide an ODPS.
As a provider of an on-demand program service ( ODPS ), the VMO2 JV must comply with numerous statutory obligations related to “editorial content” and notify Ofcom of its intention to provide an ODPS. Failure to notify Ofcom or comply with the relevant statutory obligations may result in the imposition of fines or, ultimately, a prohibition on providing an ODPS.
In 2024, we introduced CPE to support a two-box architecture by adding an XGSPON Optical Network Units, to terminate XGSPON and present ethernet, via a new Connect Box to a WiFi 6 ethernet gateway running our One Firmware, and which is expected to become the dominant configuration in our footprint to support various on-net, off-net and wholesale models.
Our offerings also include CPE to support a two-box architecture by adding an XGSPON Optical Network Unit, to terminate XGSPON and present ethernet, via a new Connect Box to a WiFi 6 ethernet gateway running our One Firmware, and which is expected to support our various on-net, off-net and wholesale models.
This will set the regulatory rules in these markets for the five year period from April 2026, through which Ofcom will seek to design and impose regulatory remedies designed to incentivize competition.
Telecoms Access Review . Ofcom started its review of the wholesale broadband markets in 2025. This will set the regulatory rules in these markets for the five-year period from April 2026, through which Ofcom will seek to design and impose regulatory remedies designed to incentivize wholesale competition in the U.K.
With its long-term, founder-friendly mindset, Liberty Growth makes meaningful investments in technologies that will change how people live and work tomorrow. Some of the companies in Liberty Growth’s portfolio include ITV, Televisa Univision, Plume, EdgeConneX, Lions Gate Entertainment Corp. ( Lionsgate ), and our controlling interest in the Formula E racing series, among others.
With its long-term mindset, Liberty Growth makes meaningful investments in technologies that are expected to change how people live and work tomorrow. Some of the companies in Liberty Growth’s portfolio include ITV, Televisa Univision, Plume, EdgeConneX, Lionsgate and the Formula E racing series.
As of December 31, 2024, our Mobile Subscriber count included approximately 195,100, 7,369,800 and 284,500 prepaid Mobile Subscribers at Telenet, the VMO2 JV and the VodafoneZiggo JV, respectively. Prepaid mobile customers are excluded from the VMO2 JV’s and the VodafoneZiggo JV’s Mobile Subscriber counts after a period of inactivity of three months and nine months, respectively.
As of December 31, 2025, our Mobile Subscriber count included approximately 147,000, 6,831,800 and 268,200 prepaid Mobile Subscribers at Telenet, the VMO2 JV and the VodafoneZiggo JV, respectively. Prepaid mobile customers are excluded from the VMO2 JV’s and the VodafoneZiggo JV’s Mobile Subscriber counts after a period of inactivity of three months and nine months, respectively.
At the end of 2023, we rolled out a new Smart Security service in the U.K., which helps protect all connected devices, including Smart Home devices, and is anticipated to be rolled out to the rest of our footprint during 2025. Mobile Services Mobile services are another key pillar in providing our customers with seamless connectivity.
At the end of 2023, we rolled out a new Smart Security service in the U.K. and is anticipated to be rolled out to the rest of our footprint during 2026. I-9 Mobile Services Mobile services are key in providing our customers with seamless connectivity.
Subscribers to our basic video service pay a fixed monthly fee and receive digital video channels in high definition ( HD ) and a growing number of ultra-high definition 4K resolution ( 4K ) channels, as well as an electronic programming guide.
Video Services We offer multiple tiers of digital video programming and audio services, beginning with our basic video service. Basic video service subscribers pay a fixed monthly fee to receive digital video channels in standard definition, high definition ( HD ) and a growing number of ultra-high definition 4K resolution ( 4K ) channels, together with an electronic programming guide.
The VMO2 JV also provides business and wholesale products and services to large enterprises, public sector entities and small and medium business customers, as well as operating its fixed and mobile networks to wholesale and MVNO partners. nexfibre JV We beneficially own approximately 25% of the nexfibre JV, a joint venture in the U.K. that intends to construct and operate a wholesale FTTH broadband network of 5-7 million premises that does not overlap with the VMO2 JV’s existing network.
The VMO2 JV also provides business products and services to large enterprises, public sector entities and small and medium business customers, as well as operating its fixed and mobile networks to wholesale and MVNO partners. nexfibre JV We beneficially own approximately 25% of a joint venture in the U.K.
They may also face restrictions on the degree to which they may discount certain products included in the bundled packages.
They may also face restrictions on how much they can discount certain products included in the bundled packages.
Accordingly, if an individual receives our services in two premises (e.g., a primary home and a vacation home), that individual generally will count as two Fixed-Line Customer Relationships. We exclude mobile-only customers from Fixed-Line Customer Relationships. (3) Internet Subscribers are homes, residential multiple dwelling units or commercial units that receive internet services over our networks.
Accordingly, if an individual receives our services in two premises (e.g., a primary home and a vacation home), that individual generally will count as two Fixed-Line Customer Relationships. We exclude mobile-only customers from Fixed-Line Customer Relationships.
Our new DOCSIS 3.1 Connect Box runs our “ One Firmware ” stack, a middleware software system based on the Reference Design Kit for Broadband ( RDK-B ). RDK-B is an open source initiative with wide participation from operators, device manufacturers and silicon vendors that standardizes core functions used in broadband devices, set-top boxes and IoT solutions.
During 2025, approximately 11 million of our customers had a Connect Box. Our current DOCSIS 3.1 Connect Box runs our “ One Firmware ” stack, a middleware software system based on the Reference Design Kit for Broadband ( RDK-B ). RDK-B is an open source initiative that standardizes core functions used in broadband devices, set-top boxes and IoT solutions.
In 2023, we introduced a new WiFi 6 Mesh extender device, adding to our three previous generations, the “ONE Connect Mesh,” which provides our WiFi Mesh system that is fully orchestrated and optimized via the ONE Connect Platform.
We also offer a WiFi 6 Mesh extender device, the “ONE Connect Mesh,” which provides our WiFi Mesh system that is fully orchestrated and optimized via the ONE Connect Platform.
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.
To provide these speeds to our subscribers, we are upgrading technology throughout major markets. The use of DOCSIS 3.1 technology provides us significantly higher efficiencies and allows us to offer faster speeds, in-home WiFi and better services.
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.
We are also subject to the European Commission regulations that mandate commercial providers of online content services (including OTT service providers) to enable subscribers visiting another Member State to access and use online content services in substantially the same manner as in their home country.
This section provides an overview of the competitive landscape for FMC services, followed by details on our key competitors. Internet The internet services offered by our key competitors include both fixed-line broadband internet via cable, digital subscriber lines ( DSL ), FTTx and FWA technology.
This section provides an overview of the competitive landscape for FMC services, followed by details on our key competitors. Internet Our key competitors offer both fixed-line broadband internet via cable, digital subscriber lines ( DSL ), FTTx and FWA technology. These competitors offer a range of products with varying speeds and pricing, as well as interactive, data and content services.
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.
For example, if a mobile subscriber has both a data and voice plan on a smartphone this would equate to one Mobile Subscriber. 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.

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