LBTYA 10-K & 10-Q changes, risk factors and insider trading
Liberty Global Ltd. (also LBTYB, LBTYK) · Nasdaq · Cable & Other Pay Television Services · CIK 1570585 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
New heading “The “Virgin” brand is used by certain of our consolidated subsidiaries and nonconsolidated joint ventures under licenses from Virgin Enterprises Limited and is not under the control of such subsidiaries. The activities of the group of companies utilizing the “Virgin” brand and other licensees could have a material adverse effect on the goodwill of customers towards our business as a licensee, and the licenses from Virgin Enterprises Limited can be terminated in certain circumstances. The “Virgin” brand is integral to the corporate identity of certain of our consolidated subsidiaries and the”
Removed heading “The expected synergies and benefits from our acquisitions and joint ventures may not be realized in the amounts anticipated or may not be realized within the expected time frame, and risks associated with the foregoing may also result from the extended delay in the integration of the companies. Our ability to realize the anticipated benefits of our acquisitions”
Largest changes
“Despite the precautions we have taken, unanticipated problems affecting our systems and equipment could cause business disruptions, such as failures in our information technology systems, disruption in the transmission of signals over our networks, unauthorized access to the data and information we gather or similar problems. There can be no assurance that the security measures that we have implemented to protect our systems and data, and to prevent, detect and respond to data security incidents, will be successful. …”see in full comparison
“Despite the precautions we have taken, unanticipated problems affecting our systems and equipment could cause business disruptions, such as failures in our information technology systems, disruption in the transmission of signals over our networks, unauthorized access to the data and information we gather or similar problems. There can be no assurance that the security measures that we have implemented to protect our systems and data, and to prevent, detect and respond to data security incidents, will be successful. …”see in full comparison
“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. Our success depends, in part, on the continued and uninterrupted performance of our information technology and network systems, including internet sites, data hosting and processing facilities and other hardware, software and technical applications and platforms, as well as our customer service centers. …”see in full comparison
“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. Our success depends, in part, on the continued and uninterrupted performance of our information technology and network systems, including internet sites, data hosting and processing facilities and other hardware, software and technical applications and platforms, as well as our customer service centers. …”see in full comparison
“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. The U.K. has formally exited the E.U. and entered into the E.U.-U.K. Agreement. For more information regarding the E.U.-U.K. Agreement, see the Item 1. Business - Regulatory Matters - Overview discussion above. Examples of the potential impacts Brexit on our business, financial condition or results of operations include: changes in foreign currency exchange rates and disruptions in the capital markets. …”see in full comparison
“The “Virgin” brand is used by certain of our consolidated subsidiaries and nonconsolidated joint ventures under licenses from Virgin Enterprises Limited and is not under the control of such subsidiaries. The activities of the group of companies utilizing the “Virgin” brand and other licensees could have a material adverse effect on the goodwill of customers towards our business as a licensee, and the licenses from Virgin Enterprises Limited can be terminated in certain circumstances. The “Virgin” brand is integral to the corporate identity of certain of our consolidated subsidiaries and the”see in full comparison
Full comparison: every changed paragraph (118)
We operate in increasingly competitive markets, and there is a risk that we will not be able to effectively compete with other service providers. The markets for broadband internet, video, telephony and mobile services are highly competitive. In the provision of video services, we face competition from FTA and digital terrestrial television (DTT) broadcasters, video provided via satellite platforms, networks using DSL, VDSL or vectoring technology, multi-channel multi-point distribution system operators, FTTx network operators, OTT video service providers and, in some countries where parts of our systems are overbuilt, cable networks, among others. Our operating businesses are facing increasing competition from video services provided by, or over the networks of, incumbent telecommunications operators and other service providers. As the availability and speed of broadband internet increases, we also face competition from OTT video content providers utilizing our or our competitors’ high-speed internet connections. 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 bothretail, retailenterprise and wholesale products and services, as well as providers of mobile voice and data. The incumbent telecommunications operators typically dominate the market for these services and have the advantage of nationwide networks and greater resources than we have to devote to the provision of these services. Many of the incumbent operators offer double-play, triple-play and quad-play bundles of services. In many countries, we also compete with operators using local loop unbundling to provide these services, other facilities-based operators and wireless providers. Developments in DSL as well as investments in FTTx technology by the incumbent telecommunications operators and alternative providers have improved the attractiveness of our competitors’ products and services and strengthened their competitive position. Developments in wireless technologies, such as 5G,5G (including 5G SA), satellite internet and FWA, are creating additional competitive challenges.
We expect the level and intensity of competition to continue to increase from both existing competitors and the influx of new market entrants as a result of changes in the regulatory framework of the industries in which we operate, as well as strategic alliances and cooperative relationships among industry participants. Increased competition could result in increased customer churn, reductions in customer acquisition rates for some products and services and significant price and promotional competition in our markets. 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 I-28 of this Annual Report on Form 10-K), Adjusted EBITDA margins, liquidity and other financial and operational metrics of our operating segments.
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.technologies, such as AI. New technologies, products and services may impact consumer behavior and therefore demand for our products and services. The ability to anticipate changes in technology and consumer tastes and to develop and introduce new and enhanced products and services on a timely basis will affect our ability to continue to grow, increase our revenue and number of subscribers and remain competitive. New products and services, once marketed, may not meet consumer expectations or demand, can be subject to delays in development or may fail to operate as intended. A lack of market acceptance of new products and services that we may offer, or the development of significant competitive products or services by others, could have a material adverse impact on our financial and operational results.
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. Our success depends, in part, on the continued and uninterrupted performance of our information technology and network systems, including internet sites, data hosting and processing facilities and other hardware, software and technical applications and platforms, as well as our customer service centers. 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. 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). Moreover, despite our security measures, unauthorized parties may gain access to or disrupt our or our third-party service providers’ servers, systems and equipment by, among other things, hacking into our servers, systems and equipment or those of our third-party service providers through fraud, computer viruses, worms, phishing, physical or electronic break-ins or burglaries or errors by our or our third-party service providers’ employees. 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. In addition, as discussed further below, the security measures and procedures that we and our third-party service providers have in place to protect personal data and other information may not be sufficient to counter all data security breaches, cyber-attacks or system failures. 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. This may include phone numbers, drivers license numbers, contact preferences, personal information stored on electronic devices and payment information, including credit and debit card data. We also gather and retain information about employees in the normal course of business. 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. 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. As a result of the increasing awareness concerning the importance of safeguarding personal information, the potential misuse of such information and legislation that has been adopted or is being considered in the U.S. and across some or all of our markets regarding the protection, privacy and security of personal information, information-related risks are increasing, particularly for businesses like ours that handle a large amount of personal data. Failure to comply with these data protection laws may result in, among other consequences, fines, litigation or regulatory actions by applicable authoritative bodies.
Despite the precautions we have taken, unanticipated problems affecting our systems and equipment could cause business disruptions, such as failures in our information technology systems, disruption in the transmission of signals over our networks, unauthorized access to the data and information we gather or similar problems. There can be no assurance that the security measures that we have implemented to protect our systems and data, and to prevent, detect and respond to data security incidents, will be successful. Any disruptive situation that causes loss, misappropriation, misuse or leakage of data could damage our reputation and the credibility of our operating companies and could subject us to potential liability, including litigation or other legal actions against us, the imposition of penalties, fines, fees or liabilities, which may not be covered by our insurance policies, and lost customers or revenue. 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. 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. This includes additional infrastructure capacity spending to mitigate any system degradation and the reallocation of resources from development activities. To date, other than the non-permitted access of certain legacy Virgin Media databases in February of 2020, we have not been subject to cyberattacks or network disruptions that, individually or in the aggregate, have been material to our operations or financial condition. 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.
The use of AI in our products, services, and business operations could give rise to legal or regulatory actions, damage our reputation or otherwise materially harm our business. We incorporate AI technology in certain of our products and services and in our business operations. AI models are inherently complex in their design and operation. This technology presents various risks and challenges, and its use could cause operational disruptions or have other unintended adverse consequences. In addition, various governmental bodies, including the U.S. and the E.U., have begun to craft and implement regulations surrounding AI, which regulations could increase legal risk to us from our use of AI or decrease its usefulness. These evolving requirements could increase our compliance costs, expose us to legal liability or limit the effectiveness of AI in our offerings. Despite our efforts to use AI responsibly and mitigate ethical, legal and operational risks that come from using AI, we may not be successful in doing so, which could, among other things, damage our reputation, disrupt our operations and result in legal or regulatory action. Additionally, our use of AI may give rise to risks, including those related to harmful content, inaccurate output, bias, intellectual property infringement or misappropriation and defamation, and exposes us to increased and new privacy incidents and cybersecurity vulnerabilities, among others. For all these reasons, our use of AI could materially harm our business, operations or reputation.
We depend almost exclusively on our relationships with third-party programming providers and broadcasters for programming content, and a failure to acquire a wide selection of popular programming on acceptable terms could adversely affect our business. The success of our video subscription business depends, in large part, on our ability to provide a wide selection of popular programming to our subscribers. In general, we do not produce our own content, and we depend on our agreements, relationships and cooperation with public and private broadcasters, global and regional app providers, rights holders and collective rights associations to obtain such content. If we fail to obtain a diverse array of popular programming for our pay video services, including a sufficient selection of non-linear content (such as a selection of attractive VoD content) and rights for ancillary services such as DVR and catch-up or ‘Replay’ services, on satisfactory terms, we may not be able to offer a compelling video product to our customers at a price they are willing to pay. 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. There has also been aThe rise in the number of direct-to-consumerOTT offerings from content owners which impacts negotiations and the content, rights available and restrictions imposed on us. Programming and copyright costs represent a significant portion of our operating costs and are subject to price rises in future periods due to various factors, including (i) higher costs associated with the expansion of our digital video content, including rights associated with ancillary product offerings and rights that provide for the broadcast of live sporting events, and (ii) rate increases, including as a result of inflationary pressures.
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. 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. 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 trade wars and tariff policies, political and economic instability, natural calamities, interruptions in transportation or supply chain systems, terrorism, armed conflict and labor issues. As a result, we may not be able to obtain or update the equipment, software and services required for our businesses on a timely basis or on satisfactory terms. Any shortfall in CPE could lead to delays in completing extensions or upgrades to our networks and in connecting customers to our services and, accordingly, could adversely impact our ability to maintain or increase our RGUs, revenue and cash flows. Also, if demand exceeds the suppliers’ and licensors’ capacity or if they experience financial or operational difficulties, the ability of our businesses to provide some services may be materially adversely affected, which in turn could affect our businesses’ ability to attract and retain customers. 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. 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. We rely upon intellectual property that is owned or licensed by us to use various technologies, conduct our operations and sell our products and services. 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. During the past several years, our operations were impacted by comparatively high inflation rates. If inflation rates remain elevated or increase, our operations will likely continue to be impacted through, among others things (i) lower revenue if inflationary pressures cause our customers to defer or decrease their orders, (ii) lower profit margins, (iii) higher interest costs to the extent inflation places upwards pressure on prevailing interest rates and (iv) difficulties retaining personnel if we do not, or are unable to, match the increase in compensation expectations of our employees.
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. As a result, we will continue to actively seek to make additional investment in spectrum, which could be significant.
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. Our return on investment in spectrum depends on our ability to attract additional customers and to provide additional services and usage to existing customers. Additionally, applicable regulatory bodies may not be able to provide sufficient additional spectrum to auction. We may also be unable to secure the spectrum necessary to maintain or enhance our competitive position in auctions or in the secondary market on favorable terms or at all.
I-28
Certain of our businesses that offer mobile telephony and data services rely on the radio access networks of third-party wireless network providers 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. 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. 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.
Our substantial leverage could limit our ability to obtain additional financing and have other adverse effects. We seek to maintain our debt at levels that provide for attractive equity returns without assuming undue risk. In this regard, we generally seek to cause our operating subsidiaries 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. 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. 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. As 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. 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.
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. In addition, our ability to obtain additional debt financing is limited by the incurrence-based leverage covenants contained in the various debt instruments of our borrowing groups. For example, if the Adjusted EBITDA of one of our borrowing groups were to decline, our ability to obtain additional debt could be limited. Accordingly, if our cash provided by operations declines or we encounter other material liquidity requirements, we may be required to seek additional debt or equity financing in order to meet our debt obligations and other liquidity requirements as they come due. In addition, our current debt levels may limit our ability to incur additional debt financing to fund working capital needs, acquisitions, property and equipment additions or other general corporate requirements. 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.
Certain of our subsidiaries and joint ventures are subject to various debt instruments that contain restrictions on how we finance our operations and operate our businesses, which could impede our ability to engage in beneficial transactions. Certain of our subsidiaries and joint ventures are subject to significant financial and operating restrictions contained in outstanding credit agreements, indentures and similar instruments of indebtedness. These restrictions will affect, and in some cases significantly limit or prohibit, among other things, the ability of those subsidiaries and joint ventures to: incur or guarantee additional indebtedness; pay dividends or make other upstream distributions; make investments; transfer, sell or dispose of certain assets, including subsidiary stock; merge or consolidate with other entities; engage in transactions with us or other affiliates; or create liens on their assets.
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.
We depend on third-party suppliers and licensors to supply and support necessary equipment, software and certain services required for our businesses. 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. As a result, we may not be able to obtain or update the equipment, software and services required for our businesses on a timely basis or on satisfactory terms. Any shortfall in CPE could lead to delays in completing extensions or upgrades to our networks and in connecting customers to our services and, accordingly, could adversely impact our ability to maintain or increase our RGUs, revenue and cash flows. Also, if demand exceeds the suppliers’ and licensors’ capacity or if they experience financial or operational difficulties, the ability of our businesses to provide some services may be materially adversely affected, which in turn could affect our businesses’ ability to attract and retain customers. 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. 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 rely upon intellectual property that is owned or licensed by us to use various technologies, conduct our operations and sell our products and services. 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.
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. As a result, we will continue to actively seek to make additional investment in spectrum, which could be significant.
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. Our return on investment in spectrum depends on our ability to attract additional customers and to provide additional services and usage to existing customers. Additionally, applicable regulatory bodies may not be able to provide sufficient additional spectrum to auction. We may also be unable to secure the spectrum necessary to maintain or enhance our competitive position in auctions or in the secondary market on favorable terms or at all.
Certain of our businesses that offer mobile telephony and data services rely on the radio access networks of third-party wireless network providers to carry our mobile communications traffic. 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. 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. 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.
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. Our success depends, in part, on the continued and uninterrupted performance of our information technology and network systems, including internet sites, data hosting and processing facilities and other hardware, software and technical applications and platforms, as well as our customer service centers. 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. 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). Moreover, despite our security measures, unauthorized parties may gain access to or disrupt our or our third-party service providers’ servers, systems and equipment by, among other things, hacking into our servers, systems and equipment or those of our third-party service providers through fraud, computer viruses, worms, phishing, physical or electronic break-ins or burglaries or errors by our or our third-party service providers’ employees. 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. In addition, as discussed further below, the security measures and procedures that we and our third-party service providers have in place to protect personal data and other information may not be sufficient to counter all data security breaches, cyber-attacks or system failures. 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. This may include phone numbers, drivers license numbers, contact preferences, personal information stored on electronic devices and payment information, including credit and debit card data. We also gather and retain information about employees in the normal course of business. 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. 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 of the increasing awareness concerning the importance of safeguarding personal information, the potential misuse of such information and legislation that has been adopted or is being considered in the U.S. and across some or all of our markets regarding the protection, privacy and security of personal information, information-related risks are increasing, particularly for businesses like ours that handle a large amount of personal data. Failure to comply with these data protection laws may result in, among other consequences, fines, litigation or regulatory actions by applicable authoritative bodies.
Despite the precautions we have taken, unanticipated problems affecting our systems and equipment could cause business disruptions, such as failures in our information technology systems, disruption in the transmission of signals over our networks, unauthorized access to the data and information we gather or similar problems. There can be no assurance that the security measures that we have implemented to protect our systems and data, and to prevent, detect and respond to data security incidents, will be successful. Any disruptive situation that causes loss, misappropriation, misuse or leakage of data could damage our reputation and the credibility of our operating companies and could subject us to potential liability, including litigation or other legal actions against us, the imposition of penalties, fines, fees or liabilities, which may not be covered by our insurance policies, and lost customers or revenue. 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. 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. This includes additional infrastructure capacity spending to mitigate any system degradation and the reallocation of resources from development activities. To date, other than the non-permitted access of certain legacy Virgin Media databases in February of 2020, we have not been subject to cyberattacks or network disruptions that, individually or in the aggregate, have been material to our operations or financial condition. 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.
Our substantial leverage could limit our ability to obtain additional financing and have other adverse effects. We seek to maintain our debt at levels that provide for attractive equity returns without assuming undue risk. In this regard, we generally seek to cause our operating subsidiaries 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. 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. 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. 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. 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. No assurance can be given that we will be able to complete these refinancing transactions or otherwise extend our debt maturities. In this regard, it is not possible to predict how political and economic conditions, sovereign debt concerns or any adverse regulatory developments could impact the credit and equity markets we access and, accordingly, our future liquidity and financial position.
Our ability to 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. In addition, our ability to obtain additional debt financing is limited by the incurrence-based leverage covenants contained in the various debt instruments of our borrowing groups. For example, if the Adjusted EBITDA of one of our borrowing groups were to decline, our ability to obtain additional debt could be limited. Accordingly, if our cash provided by operations declines or we encounter other material liquidity requirements, we may be required to seek additional debt or equity financing in order to meet our debt obligations and other liquidity requirements as they come due. In addition, our current debt levels may limit our ability to incur additional debt financing to fund working capital needs, acquisitions, property and equipment additions or other general corporate requirements. 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. Any cash used by our company in connection with any future repurchases of our common shares would not be available for other purposes, including the repayment of debt. For additional information concerning our share repurchase programs, see note 14 to our consolidated financial statements included in Part II of this Annual Report on Form 10-K.
Certain of our subsidiaries and joint ventures are subject to various debt instruments that contain restrictions on how we finance our operations and operate our businesses, which could impede our ability to engage in beneficial transactions. Certain of our subsidiaries and joint ventures are subject to significant financial and operating restrictions contained in outstanding credit agreements, indentures and similar instruments of indebtedness. These restrictions will affect, and in some cases significantly limit or prohibit, among other things, the ability of those subsidiaries and joint ventures to:
•incur or guarantee additional indebtedness;
•pay dividends or make other upstream distributions;
•make investments;
•transfer, sell or dispose of certain assets, including subsidiary stock;
•merge or consolidate with other entities;
•engage in transactions with us or other affiliates; or
•create liens on their assets.
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.
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. Their ability to meet these financial covenants may be affected by adverse economic, competitive or regulatory developments and other events beyond their control, and we cannot assure you that these financial covenants will be met. In the event of a default under such subsidiaries’ and joint ventures’ credit agreements or indentures, the lenders or bondholders, as applicable, may accelerate the maturity of the indebtedness under those agreements or indentures, which could result in a default under other outstanding credit facilities or indentures. We cannot be certain that any of these subsidiaries or joint ventures will have sufficient assets to repay indebtedness outstanding under their credit agreements and indentures. Any refinancing of this indebtedness is likely to contain similar restrictive covenants.
Continuing uncertainties and challenging conditions in the global economy and in the countries in which we operate may adversely impact our business, financial condition and results of operations. 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. Future developments are dependent upon a number of political and economic factors, including the higher borrowing levels by countries around the world and the potential for lower growth expectations, changing global interest rates, trade protection policies and continued inflationary pressures. As a result, we cannot predict how long challenging conditions will exist or the extent to which the markets in which we operate may deteriorate. Additional risks arising from the ongoing economic challenges in Europe are described below under the Risk Factor titled: We are exposed to sovereign debt and currency instability risks that could have an adverse impact on our liquidity, financial condition and cash flows.
Unfavorable economic conditions, including the current cost-of-living crises in many of the countries in which we operate, may impact a significant number of our subscribers and/or the prices we are able to charge for our products and services and, as a result, it may be (i) more difficult for us to attract new subscribers and maintain current subscribers, (ii) more likely that subscribers will downgrade or disconnect their services and (iii) more difficult for us to maintain ARPUs at existing levels. Countries may also seek new or increased revenue sources due to fiscal deficits. Such actions may further adversely affect our company and our joint ventures. Accordingly, our ability to increase or maintain, the revenue, ARPUs, RGUs, mobile subscribers, Adjusted EBITDA, margins and liquidity of our operating segments could be adversely affected if the I-30 macroeconomic environment remains uncertain or declines further. We are currently unable to predict the extent of any of these potential adverse effects.
I-33
We may not freely access the cash of our operating companies. Our primary operations are conducted through our subsidiaries and joint ventures. 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. From time to time, we also receive (a) proceeds in the form of distributions or loan repayments from our subsidiaries, joint ventures or affiliates, (b) proceeds upon the disposition of investments and other assets and (c) proceeds in connection with the incurrence of debt or the issuance of equity securities. The ability of our operating subsidiaries and joint ventures to pay dividends or to make other payments or advances to us depends on their individual operating results and any statutory, regulatory or contractual restrictions to which they may be or may become subject and in some cases our receipt of such payments or advances may be limited due to tax considerations or the presence of noncontrolling interests. Most of our operating subsidiaries and joint ventures are subject to credit agreements or indentures that restrict sales of assets and prohibit or limit the payment of dividends or the making of distributions, loans or advances to shareholders and partners, including us. In addition, because these subsidiaries and joint ventures are separate and distinct legal entities they have no obligation to provide us funds for payment obligations, whether by dividends, distributions, loans or other payments.
We are exposed to the risk of default by the counterparties to our cash and short-term investments, derivative and other financial instruments and undrawn debt facilities. Although we seek to manage the credit risks associated with our cash and short-term investments, derivative and other financial instruments and undrawn debt facilities, we are exposed to the risk that our counterparties will default on their obligations to us. While we regularly review our credit exposures and currently have no specific concerns about the creditworthiness of any counterparty for which we have material credit risk exposures, we cannot rule out the possibility that one or more of our counterparties could fail or otherwise be unable to meet its obligations to us. Any such instance of default or failure could have an adverse effect on our cash flows, results of operations, financial condition and/or liquidity. In this regard, (i) we may incur losses to the extent that we are unable to recover debts owed to us, including cash deposited and the value of financial losses, (ii) we may incur significant costs to recover amounts owed to us, and such recovery may take a long period of time or may not be possible at all, (iii) our derivative liabilities may be accelerated by the default of our counterparty, (iv) we may be exposed to financial risks as a result of the termination of affected derivative contracts, and it may be costly or impossible to replace such contracts or otherwise mitigate such risks, (v) amounts available under committed credit facilities may be reduced and (vi) disruption to the credit markets could adversely impact our ability to access debt financing on favorable terms, or at all.
At December 31, 2024,2025, 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 $728.5$745.3 million and (iii) derivative assets with an aggregate fair value of $442.4$92.9 million. 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. We reported earnings (loss) from continuing operations of ($7,096.7 million), $1,869.1 million,million and ($3,659.1 million) and $771.7 million during 2024,2025, 20232024 and 2022,2023, respectively. In light of our historical financial performance, we cannot be certain that we will report net earnings in the near future.
Our businesses are conducted almost exclusively outside of the U.S., which gives rise to numerous operational risks. Our businesses operate almost exclusively in countries outside of the U.S. and are subject to the following inherent risksrisks, 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.
•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.
Management's Discussion & Analysis (MD&A)
New heading “Losses on debt extinguishment, net”
Largest changes
“The VodafoneZiggo JV is experiencing significant competition in both its fixed-line and mobile operations. If the adverse impacts of economic, competitive, regulatory or other factors were to cause significant deterioration of the results of operations or cash flows of the VodafoneZiggo JV, we could conclude in future periods that our investment in the VodafoneZiggo JV is impaired or management of the VodafoneZiggo JV could conclude that an impairment of the VodafoneZiggo JV goodwill and, to a lesser extent, long-lived assets, is required. …”see in full comparison
“The 2025 amount primarily includes (i) restructuring costs of $55.9 million and (ii) an impairment charge on certain long-lived assets at Telenet of $42.3 million during the fourth quarter of 2025. During 2025, we commenced a restructuring program that includes employee terminations within certain of our centralized functions and recorded $43.8 million of restructuring costs during 2025 related to this program. We expect to incur further restructuring charges during 2026 as certain elements of the restructuring plan did not meet the criteria for recognition in 2025.”see in full comparison
Operating Activities. Thesee in full comparisonincreasedecrease in net cash provided byouroperating activities is primarily attributable to the net effect of (i) a decrease in cash provided due to lower receipts of interest, (ii) a decrease in cash provided due to lower dividend distributions, (iii) a decrease in cash provided due to lower net cash receipts related to derivative instruments, (iv) an increase in cash provided by our Adjusted EBITDA and related working capital items, (iiv)aandecreaseincrease due toFX,FX and (iii) a decrease in cash provided due to higher payments of interest, (ivvi) an increase in cash provided due to lower paymentsforoftaxes,interest,includingnet$315.0of €5.4 million ($6.2 million at the applicable rate) cash paid related toathepaymentpartial settlement ofdisputedthetaxVodafoneassociatedCollarwithLoan during the second quarter of 2025. As further described in note 7, the Vodafone Collar and Vodafone Collar Loan were settled in full through ataxnon-cashlitigation mattertransaction during2023the(third quarter of 2025. For additional information regarding the Vodafone Collar and Vodafone Collar Loan, seenotenotes137 and 11, respectively, to our consolidated financialstatements), (v) an increase in cash provided due to higher net cash receipts related to derivative instruments and (vi) a decrease in cash provided of $143.5 million due to lower dividend distributions received from the VMO2 JV and the VodafoneZiggo JV.statements. Consolidated Adjusted EBITDA is a non-GAAP measure, which investors should view as a supplement to, and not a substitute for, GAAP measures of performance included in our consolidated statements of operations.
“The change in the VodafoneZiggo JV’s revenue during 2025, as compared to 2024, is primarily due to the net effect of (i) a decrease in residential fixed revenue, driven by the ongoing impact of repricing, (ii) a decrease in mobile revenue, (iii) an increase in other revenue related to premium sports content and (iv) an increase in B2B fixed revenue. …”see in full comparison
(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. In addition, the loss during 2025 includes a net gain of $3.0 million resulting from changes in our credit risk valuation adjustments. The gain during 2024 is primarily attributable to the net effect of (see in full comparisonia) a net gain associated with changes in the relative value of certain currencies and (iib) a net loss associated with changes in certain market interest rates. In addition, the gain during 2024 includes a net loss of $7.7 million resulting from changes in our credit risk valuation adjustments.The loss during 2023 is attributable to net losses associated with changes in (a) certain market interest rates and (b) the relative value of certain currencies. In addition, the loss during 2023 includes a net gain of $8.4 million resulting from changes in our credit risk valuation adjustments.
Full comparison: every changed paragraph (119)
•Quantitative and Qualitative Disclosures about Market Risk. This section provides discussion and analysis of the foreign currency, interest rate and other market riskrisks that our company faces.
We are an international provider of broadband internet, video, fixed-line telephony and mobile communications services to residential customers and businesses in Europe.Europe and are an active investor across the technology, media, sports and infrastructure sectors. We also provide innovative technology, operational and financial services to our affiliates and third parties. Our continuing operations comprise businesses that provide residential and B2B communications services in (i) Belgium and Luxembourg through Telenet,Telenet and (ii) Ireland through VM Ireland and (iii) Slovakia through UPC Slovakia.Ireland. In addition, we own 50% noncontrolling interests in (a) the VMO2 JV, which provides residential and B2B communications services in the U.K., and (b) the VodafoneZiggo JV, which provides residential and B2B communications services in the Netherlands.
We completed the Spin-off of the Sunrise Entities on November 8, 2024. For additional information, see note 6 to our consolidated financial statements.
On October 2, 2024, we completed the Formula E Acquisition pursuant to which we acquired a controlling interest in Formula E. For additional information, see note 5 to our consolidated financial statements.
In October 2023, we completed the Telenet Takeover Bid, pursuant to which we increased our ownership interest in Telenet to 100%. For additional information, see note 14 to our consolidated financial statements.
ThroughPrior to the completion of the Spin-off on November 7,8, 2024, we also provided residential and B2B communications services in Switzerland through Sunrise. InSunrise, addition,together throughwith Marchcertain 31,other 2022,Liberty weGlobal providedsubsidiaries residentialconnected andto B2Bour communicationsSwiss servicesbusiness, inare Polandcollectively throughreferred UPCto Poland. Accordingly,as the Sunrise Entities and UPC Poland are reflected as discontinued operations for all applicable periods. 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,information regarding the Spin-off, see note 6 to our consolidated financial statements.
On October 2, 2024, we completed the Formula E Acquisition, pursuant to which we acquired a controlling interest in Formula E and began consolidating 100% of Formula E’s results from that date. For additional information, see note 5 to our consolidated financial statements.
II-4
Our company delivers market-leading products through next-generation networks that connect our customers to broadband internet, video, fixed-line telephony and mobile services. At December 31, 2024,2025, our continuingreportable operationssegments, including our II-4 nonconsolidated JVs, as defined in note 19 to our consolidated financial statements, owned and operated networks that passed 5,808,10029,117,600 homes and served 2,530,90011,399,700 fixed-line customers and 3,006,80044,886,600 mobile subscribers.
Other. We provide premium electric car racing content through our controlling interest in Formula E. We also have significant investments in ITV, Televisa Univision, Plume,ITV, EdgeConneX, the AtlasEdge JV, EdgeConneX, LionsgateJV and several regional sports networks. The investments identified by company name above are intended to be merely illustrative, do not represent a complete list and are not necessarily the largest of our long-term 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. We also provide technology and finance services to the VMO2 JV, the VodafoneZiggo JV and various third partiesthird-parties and affiliates pursuant to service agreements.
We view our business in three strategic complementary platforms, “Liberty Telecom” (our converged broadband, video and mobile communications businesses), “Liberty Growth” (our globalventure investmentcapital arm comprised of various technology, media/content,media, sports, digital infrastructure and other growth assets) and “Liberty Services” (our innovative technologytechnology, operational and finance service platforms offered by our centralized functions to our affiliates and third parties). As discussed further under Liquidity and Capital Resources — Capitalization below, we also seek to maintain our debt at levels that provide for attractive equity returns without assuming undue risk.
The amounts presented and discussed below represent 100% of each of our consolidated and nonconsolidated reportable segment’s results of operations, despite only holding a 50% noncontrolling interest in both the VMO2 JV and the VodafoneZiggo JV. We account for our 50% interestinterests in both the VMO2 JV and the VodafoneZiggo JV asunder anthe equity method; investment and as such,accordingly, our share of thetheir operating results of the VMO2 JV and the VodafoneZiggo JV is included in share of results of affiliates, net,net in our consolidated statements of operations. The noncontrolling owners’ interests at Telenet and otherFormula less significant majority-owned subsidiariesE are reflected in net earnings or loss attributable to noncontrolling interests in our consolidated statements of operations.
Most of our revenue is derived from jurisdictions that administer VAT or similar revenue-based taxes. Any increases in these taxes could have an adverse impact on our ability to maintain or increase our revenue to the extent that we are unable to pass such tax increases on to our customers. 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.
II-6
Telenet. The details of the decreaseincrease in Telenet’s revenue during 2024,2025, as compared to 2023,2024, are set forth below:
(a)The decrease in residential mobile non-subscription revenue is primarily attributable to lower interconnect revenue.
II-8 (ba)The increasedecrease in B2Bresidential mobile subscription revenue is primarily dueattributable to ana increasedecrease in the average number of customers.mobile subscribers. The decrease in B2Bresidential mobile non-subscription revenue is primarily attributable to (i) lower interconnect revenue and (ii) a decrease in revenue from wholesale services.revenue.
II-8 (b)The increase in B2B non-subscription revenue is primarily due to the net effect of (i) an increase in revenue from wholesale services and (ii) lower interconnect revenue.
(c)The increasedecrease in other revenue is primarily attributabledue to higher broadcasting revenue. In addition, the increasenet ineffect otherof revenue(i) includesa decrease associated with the one-off impact of the recognition of previously deferred revenue of approximately $18 million during the third quarter of 2024.2024 and (ii) higher broadcasting revenue.
VM Ireland. The details of the decreaseincrease in VM Ireland’s revenue during 2024,2025, as compared to 2023,2024, are set forth below:
(e)Other revenue includes, among other items, (i) revenue earned from the U.K. JV Services, the Sunrise Services and the NL JV Services, (ii) broadcasting revenue at Telenet and VM Ireland, (iiiii) revenue at Formula E and (iv) revenue earned from the U.K. JV Services and NL JV Services and (iii) revenue earned from the salesales of CPE to the VMO2 JV and the VodafoneZiggo JV.
Total revenue. Our consolidated revenue increased $226.1$536.6 million or 5.5%12.4% during 2024,2025, as compared to 2023.2024. This increase includes an increase of $18.5$240.8 million attributable to the impact of the Formula E Acquisition.Acquisition and an increase of $171.1 million attributable to the impact of the Sunrise Services provided in connection with the Spin-off. On an organic basis, our consolidated revenue increaseddecreased $189.6$54.6 million or 4.6%.1.2%.
Residential revenue. The details of the decreaseincrease in our consolidated residential revenue during 2024,2025, as compared to 2023,2024, are as follows (in millions):
On an organic basis, our consolidated residential mobile non-subscriptionsubscription revenue decreased $18.2$8.2 million or 9.7%1.7% during 2024,2025, as compared to 2023,2024, primarily due to a decrease at Telenet.
B2B revenue. On an organic basis, our consolidated B2B subscription revenue increased $13.5 million or 3.2% during 2024, as compared to 2023, primarily due to an increase at Telenet.
On an organic basis, our consolidated B2Bresidential mobile non-subscription revenue decreased $36.6$8.1 million or 8.2%4.8% during 2024,2025, as compared to 2023,2024, primarily due to a decrease at Telenet.
On an organic basis, our consolidated B2B non-subscription revenue increased $21.3 million or 5.2% during 2025, as compared to 2024, primarily due to an increase at Telenet.
Other revenue. On an organic basis, our consolidated other revenue increaseddecreased $250.3$38.3 million or 28.4%2.8% during 2024,2025, as compared to 2023,2024, primarily attributabledue to the net effect of (i) an increase inlower revenue earned from the salesales of CPE to the VMO2 JV beginning in 2024 andJV, (ii) an increase in revenue earned from the U.K. JV Services and NL(iii) JVa Services.decrease Forassociated additional information regardingwith the increaseone-off inimpact of the recognition of previously deferred revenue earnedat fromTelenet during the U.K.third JVquarter Servicesof and NL JV Services, see note 19 to our consolidated financial statements.2024.
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. Programming and copyright costs represent a significant portion of our operating costs and are subject to rise in future periods due to various factors, including (i) higher costs associated with the expansion of our digital video content, including rights associated with ancillary product offerings and rights that provide for the broadcast of live sporting eventsevents, and (ii) rate increases.
Our programming and other direct costs of services increased $165.2$219.8 million or 12.9%15.2% during 2024,2025, as compared to 2023.2024. This increase includes an increase of $20.1$193.7 million attributable to the impact of the Formula E Acquisition. On an organic basis, our programming and other direct costs of services increaseddecreased $143.9$71.2 million or 11.0%.4.3%. This increasedecrease 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$41.2 million related to lowerthe sales of CPE to the VodafoneZiggoVMO2 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$15.4 million or 1.8%,2.8%, primarily attributable to lower costs for certain content at Telenet and VM Ireland and Telenet; and
•AnA increasenet in costsdecrease of $7.6$10.8 million related to third-partythe CPErecognition developmentof costslosses recognized induring the fourth quarterquarters of 2024.2025 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.
Our other operating expenses (exclusive of share-based compensation expense) decreasedincreased $10.9$122.9 million or 1.4%16.5% during 2024,2025, as compared to 2023.2024. This increase includes an increase of $11.1 million attributable to the impact of the Formula E Acquisition. On an organic basis, our other operating expenses decreasedincreased $12.9$59.3 million or 1.7%.7.9%. This decreaseincrease includes the following factors:
•AAn decreaseincrease in core network and information technology-related costs of $15.6$51.5 million or 8.3%,29.3%, primarily due to the net effect of (i) lower network maintenance and outsourced data center costs, (ii) higher information technology-related costscosts, andincluding (iii) lower leased bandwidth costsincreases at Telenet and VM Ireland; and
•A decrease in business service costs of $13.6 million or 13.6%, primarily due to lower energy costs at Telenet;
•An increase in outsourced labor costs of $11.5 million or 12.0%, primarily associated with customer-facing activities at Telenet;
•A $11.2 million increase in costs at Telenet associated with the one-time benefit during the second quarter of 2023 from expected settlements of certain operational contingencies;
•AAn decreaseincrease in personnel costs of $9.8$15.7 million or 4.4%,7.2%, primarily due to the net effect of (i) lowerhigher average costs per employee, as an overall decrease was only partially offset byincluding an increase at Telenet, and (ii) lower staffing levels;levels, including a decrease at Telenet, and (iii) an increase in incentive compensation costs.
•A decrease in customer service costs of $8.7 million or 12.2%, primarily related to lower call center costs at Telenet.
Our SG&A expenses (exclusive of share-based compensation expense) increased $62.4$78.7 million or 6.7%8.0% during 2024,2025, as compared to 2023.2024. This increase includes an increase of $14.7$58.1 million attributable to the impact of the Formula E Acquisition. On an organic basis, our SG&A expenses increaseddecreased $43.2$20.7 million or 4.6%.2.0%. This increasedecrease includesis primarily due to a decrease in personnel costs of $16.2 million or 3.1%, primarily due to the followingnet factors:effect of (i) higher average costs per employee, including an increase at Telenet, (ii) lower staffing levels and (iii) lower incentive compensation costs.
•An increase in personnel costs of $29.7 million or 6.2%, primarily at Telenet, due to (i) an increase in temporary personnel costs and (ii) higher average costs per employee; and
•An increase in external sales and marketing costs of $13.3 million or 4.6%, primarily due to higher costs associated with advertising campaigns at Telenet.
(a)In November 2024, in connection with the Sunrise Distribution and the Spin-off, the compensation committee of our board of directors approved the Award Modifications in accordance with the underlying share-based incentive plans. As we determined that there was no incremental value associated with the Award Modifications, we did not recognize any incremental share-based compensation expense associated with these modifications.
(a)In accordance with the terms of the Telenet Takeover Bid, we issued Telenet Replacement Awards to employees and former directors of Telenet in exchange for corresponding Telenet awards. In connection with the Telenet Takeover Bid, the Telenet Replacement Awards were remeasured as of October 13, 2023 in a 1:2 ratio between Liberty Global Class A and Liberty Global Class C common shares. No incremental share-based compensation expense was recognized from the remeasurement and modification of the Telenet awards. The Telenet Replacement Awards were re-granted on November 7, 2023, resulting in total share-based compensation expense of $50.0 million, of which $8.5 million was recognized on this date due to the immediate vesting of select Telenet Replacement Awards. The remaining expense of $41.5 million will be amortized over the remaining service periods of the unvested Telenet Replacement Awards, subject to forfeitures and the satisfaction of performance conditions. For further information regarding the Telenet Takeover Bid, see note 14 to our consolidated financial statements.
(b)In April 2023, the compensation committee of our board of directors approved the extension of the expiration dates of outstanding SARs and director options granted in 2016 through 2018 from a seven-year term to a ten-year term (prior to 2019, awards granted under the 2014 Incentive Plans expired seven years after the grant date). Accordingly, the Black-Scholes fair values of the outstanding awards increased, resulting in the recognition of an aggregate incremental share-based compensation expense of $25.9 million during 2023.
(c)The 2024 amount includes share-based compensation expense related to the 2024 PSUs. The 2023 amount includes share-based compensation expense related to certain Telenet Replacement Awards.
(db)Represents annual incentive compensation and defined contribution plan liabilities that have been or are expected to be settled within Liberty Global common shares. In the case of the annual incentive compensation, shares have been or will be issued to senior management and key employees pursuant to a shareholding incentive program. The shareholding incentive program allows these employees to elect to receive up to 100% of their annual incentive compensation in common shares of Liberty Global in lieu of cash. In addition, amounts include compensation expense related to the VenturesLiberty Growth Incentive Plans.
(e)Represents the share-based compensation expense associated with Telenet’s share-based incentive awards prior to the Telenet Takeover Bid. In addition, €7.6 million ($8.2 million at the applicable rate) was expensed during the fourth quarter of 2023 related to the reimbursement of certain employee income taxes associated with the ESOP 2019 and the ESOP 2020.
Our depreciation and amortization expense was $1,002.0$1,038.9 million and $1,216.4$1,002.0 million during 20242025 and 2023,2024, respectively. Excluding the effects of FX, depreciation and amortization expense decreased $207.4$9.5 million or 17.1%0.9% during 2024,2025, as compared to 2023.2024. This decrease is primarily due to the net effect of (i) a decrease associated with certain assets becoming fully depreciated, including (a) with respect to the impact of our decision in May 2023 to market and sell certain of our internally-developed software to third parties and (b) amountsprimarily at Telenet, and (ii) an increase associated with property and equipment additions related to the installation of CPE, the expansion and upgrade of our networks and other capital initiatives, primarily at Telenet and VM Ireland, and (iii) an increase associated with acquisitions, primarily related to the Telenet Wyre Transaction. For additional information regarding our recent acquisitions, see note 5 to our consolidated financial statements.Telenet.
The 2025 amount primarily includes (i) restructuring costs of $55.9 million and (ii) an impairment charge on certain long-lived assets at Telenet of $42.3 million during the fourth quarter of 2025. During 2025, we commenced a restructuring program that includes employee terminations within certain of our centralized functions and recorded $43.8 million of restructuring costs during 2025 related to this program. We expect to incur further restructuring charges during 2026 as certain elements of the restructuring plan did not meet the criteria for recognition in 2025.
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.
We recognized interest expense of $574.7$497.5 million and $505.0$574.7 million during 20242025 and 2023,2024, respectively. Excluding the effects of FX, interest expense increaseddecreased $69.5$97.8 million or 13.8%17.0% during 2024,2025, as compared to 2023.2024. This increasedecrease is primarily attributable to a higherlower weighted average interest rate and a lower average outstanding debt balance and a higher weighted average interest rate.balance. For additional information regarding our outstanding indebtedness, see note 11 to our consolidated financial statements.
II-17
What changed in the latest 10-Q
Risk Factors
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Management's Discussion & Analysis (MD&A)
Largest changes
“The VodafoneZiggo JV is experiencing significant competition in both its fixed-line and mobile operations. If the adverse impacts of economic, competitive, regulatory or other factors were to cause significant deterioration of the results of operations or cash flows of the VodafoneZiggo JV, we could conclude in future periods that our investment in the VodafoneZiggo JV is impaired or management of the VodafoneZiggo JV could conclude that an impairment of the VodafoneZiggo JV goodwill and, to a lesser extent, long-lived assets, is required. …”see in full comparison
Operating Activities. Thesee in full comparisondecreaseincrease in net cash provided by operating activities is primarily attributable to the net effect of (i) an increase in cash providedbydueourtoAdjustedlowerEBITDApaymentsandforrelated working capital items,taxes, (ii)aandecreaseincrease in cash provided due tohigherlowerrestructuringpaymentscosts,of interest, net of €5.4 million ($6.2 million at the applicable rate) cash paid related to the partial settlement of the Vodafone Collar Loan in 2025, and (iii) a decrease in cash provided due tohigherlower netpaymentscash receipts related to derivativeinstruments and (iv) a decrease in cash provided due to higher payments for taxes. Consolidated Adjusted EBITDA is a non-GAAP measure, which investors should view as a supplement to, and not a substitute for, GAAP measures of performance included in our consolidated statements of operations.instruments.
“•our ability to manage risks associated with the development, deployment and use of artificial intelligence and generative artificial intelligence technologies, including risks related to data privacy, intellectual property, regulatory compliance, operational performance and potential reputational harm;”see in full comparison
The income tax expense during thesee in full comparisonthreesix months endedMarchJune31,30, 2026 differs from the expected income tax expense of$80.0$29.8 million (based on the Bermuda statutory income tax rate of 15.0%). This difference is primarily due to the net negative impact of (i) the derecognition of a tax litigation-relatedreceivable andreceivable, (ii)statutorypermanentratesdifferencesinbetween the financial and tax accounting treatment of items associated with certainjurisdictionsinvestmentsinandwhich(iii)wecertainoperatepermanentthatdifferencesare different thanbetween theBermudafinancialstatutory incomeand taxrate.accounting treatment of interest and other expenses. The net negative impact of these items was partially offset by the positive impact of non-deductible or non-taxable foreign currency exchangeresults The income tax benefit during the three months ended March 31, 2025 differs from the expected income tax benefit of $209.0 million (based on the Bermuda statutory income tax rate of 15.0%), primarily due to the net negative impact of (i) non-deductible or non-taxable foreign currency exchange results and (ii) certain permanent differences between the financial and tax accounting treatment of items associated with certain investments. The net negative impact of these items was partially offset by the net positive impact of (a) statutory rates in certain jurisdictions in which we operate that are different than the Bermuda statutory income tax rate and (b) a net decrease in valuation allowances.results.
Investing Activities. The change in net cash provided (used) by investing activities is primarily attributable to the net effect of (i)see in full comparisonaandecreaseincrease in cash of$154.3$677.8 millionduefromtothehighersalecapitalofexpendituresourandinvestment in EdgeConneX, (ii) a decrease in cash of$121.0$182.9 million due to higher capital expenditures, (iii) a decrease in cash of $175.3 million primarily due to the net effect of (a) lower net cash received from the sale of our investments held under SMAs,partially(b)offset$101.8bymillion of net proceeds from the partial sale of our investment in ITV and (bc) €82.8 million ($95.5 million at the applicable rate) of net proceeds from the partial sale of our investment in Vodafone in 2025, and (iv) an increase in cash of$101.8$110.7 millionandrelated$73.6 million fromto thepartial salessale ofourUPCinvestments in ITV and EdgeConneX, respectively.Slovakia. Capital expenditures increased from$243.3$562.6 million during thethreesix months endedMarchJune31,30, 2025 to$397.6$745.5 million during thethreesix months endedMarchJune31,30, 2026, primarily due to (a) an increase in our net local currency capital expenditures and related working capitalmovements, including the impact of higher capital-related vendor financing,movements and (b) an increase due to FX.
“Financing Activities. The decrease in net cash used by financing activities is primarily attributable to the net effect of (i) a decrease in cash used of $102.0 million due to lower repurchases of Liberty Global common shares, (ii) an increase in cash used of $82.9 million due to higher net cash payments related to derivatives, including €71.7 million ($82.7 million at the applicable rate) associated with the partial unwind and restructure of the Vodafone Collar in 2025, and (iii) a decrease in cash used of $18.5 million due to lower net repayments of debt and finance lease obligations …”see in full comparison
Full comparison: every changed paragraph (84)
•Material Changes in Results of Operations. This section provides an analysis of our results of operations for the three and six months ended MarchJune 31,30, 2026 and 2025.
•Material Changes in Financial Condition. This section provides an analysis of our corporate and subsidiary liquidity as of MarchJune 31,30, 2026 and our condensed consolidated statements of cash flows for the three and six months ended MarchJune 31,30, 2026 and 2025.
Unless otherwise indicated, convenience translations into U.S. dollars are calculated, and operational data is presented, as of MarchJune 31,30, 2026.
•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 environmentpressures and changesevolving ingeopolitical government policies,dynamics, including those related to trade and tariffs;
•our ability to manage risks associated with the development, deployment and use of artificial intelligence and generative artificial intelligence technologies, including risks related to data privacy, intellectual property, regulatory compliance, operational performance and potential reputational harm;
•successfully integrating businesses or operations that we acquire or partner with on the timelines, or within the budgets, estimated for such integrations;
At MarchJune 31,30, 2026, our reportable segments, including our nonconsolidated JVs, as defined in note 15 to our condensed consolidated financial statements, owned and operated networks that passed 29,147,60029,174,000 homes and served 10,914,20010,866,100 fixed-line customers and 48,528,30048,407,300 mobile subscribers.
Changes in foreign currency exchange rates have a significant impact on our reported operating results, as all of our operating segments have functional currencies other than the U.S. dollar. Our primary exposure to foreign exchange (FX) risk during the three months ended MarchJune 31,30, 2026 was to the euro, as substantially all of our reported revenue during the period was derived from subsidiaries whose functional currencies are the euro. In addition, our reported operating results are impacted by changes in the exchange rates for certain other local currencies in Europe. The portions of the changes in the various components of our results of operations that are attributable to changes in FX are highlighted under Discussion and Analysis of our Reportable Segments and Discussion and Analysis of our Consolidated Operating Results below. For information regarding our foreign currency risks and the applicable foreign currency exchange rates in effect for the periods covered by this Quarterly Report, see Part I, Item 3. Quantitative and Qualitative Disclosures about Market Risk — Foreign Currency Risk below.
The tables presented below in this section provide the details of the revenue and Adjusted EBITDA of our reportable segments for the three and six months ended MarchJune 31,30, 2026, as compared to the corresponding periodperiods in 2025. These tables present (i) the amounts reported for the current and comparative periods, (ii) the reported U.S. dollar change and percentage change from period to period and (iii) with respect to our consolidated reportable segments, the organic U.S. dollar change and percentage change from period to period. For our organic comparisons, which exclude the impact of FX, we assume that exchange rates remained constant at the prior-period rate during all periods presented. We also provide a table showing the Adjusted EBITDA margins of our reportable segments for the three and six months ended MarchJune 31,30, 2026 and 2025 at the end of this section.
Telenet. The details of the increasechanges in Telenet’s revenue during the three and six months ended MarchJune 31,30, 2026, as compared to the corresponding periodperiods in 2025, are set forth below:
_____________ (a)The increasechanges in residential mobilefixed non-subscriptionsubscription revenue isinclude primarilya attributabledecrease toassociated anwith increasethe inimpact of the write-off of previously recognized revenue fromof handset$12.8 sales.million during the second quarter of 2026.
(b)The increases in other revenue include (i) an increase related to the renegotiation of the Transition Services and Support (TSS) agreement with Wyre and (ii) $8.6 million associated with the impact of revenue recognized by Telenet under the TSS agreement during the second quarter of 2026. This revenue relates to services provided to Wyre following its formation and is recognized within Telenet's segment results. As these amounts represent transactions between consolidated reportable segments, the related revenue is eliminated upon consolidation and therefore does not impact Liberty Global's consolidated revenue.
Wyre. Wyre’s revenue increased $18.1$2.8 million and $20.9 million during the three and six months ended MarchJune 31,30, 2026, respectively, as compared to the corresponding periodperiods in 2025. Excluding the effects of FX, Wyre’s revenue decreased $1.9$2.0 million.million and $3.9 million, respectively.
VM Ireland. The details of the increasechanges in VM Ireland’s revenue during the three and six months ended MarchJune 31,30, 2026, as compared to the corresponding periodperiods in 2025, are set forth below:
(c)Residential mobile subscription revenue includes amounts received from subscribers for ongoing services. Residential mobile non-subscription revenue includes, among other items, interconnect revenue and revenue from sales of mobile handsets and other devices. Residential mobile interconnect revenue was $7.2$6.7 million and $8.3$8.5 million during the three months ended MarchJune 31,30, 2026 and 2025, respectively, and $13.9 million and $16.8 million during the six months ended June 30, 2026 and 2025, respectively.
(e)Other revenue includes, among other items, (i) revenue earned from the U.K. JV Services, the Sunrise Services and the NL JV Services, (ii) revenue at Formula E, (iii) revenue earned from the sales of CPE to the VMO2 JV andJV, the VodafoneZiggo JV and Sunrise and (iv) broadcasting revenue at Telenet and VM Ireland.
Total revenue. Our consolidated revenue increased $103.4(decreased) ($97.1 million) or (7.7%) and $6.3 million or 8.8%0.3% during the three and six months ended MarchJune 31,30, 20262026, respectively, as compared to the corresponding periodperiods in 2025. ThisThese increasechanges includesinclude a decreasedecreases of $57.7$51.3 million and $109.2 million attributable to the impact of dispositions.dispositions, respectively. On an organic basis, our consolidated revenue increaseddecreased $29.1$73.7 million or 2.9%.6.0% and $40.8 million or 1.5%, respectively.
Residential revenue. The details of the increase (decrease) in our consolidated residential revenue during the three and six months ended MarchJune 31,30, 2026, as compared to the corresponding periodperiods in 2025, are as follows:
On an organic basis, our consolidated residential mobile non-subscription revenue increaseddecreased $2.4$3.7 million or 6.6%9.8% and $1.0 million or 1.4% during the three and six months ended MarchJune 31,30, 20262026, respectively, as compared to the corresponding periodperiods in 2025, primarily due to an increasedecreases at Telenet.
Other revenue. On an organic basis, our consolidated other revenue increaseddecreased $32.7$53.6 million or 8.2%13.6% and $17.1 million or 2.3% during the three and six months ended MarchJune 31,30, 20262026, respectively, as compared to the corresponding periodperiods in 2025, primarily due to (i)lower higherbroadcasting revenue at Formula E, (ii) higher revenue earned from the sale of CPE to the VMO2 JVTelenet and (iii)VM an increase in revenue earned from the U.K. JV Services.Ireland.
Our programming and other direct costs of services increaseddecreased $23.2$89.9 million or 5.8%19.3% and $66.7 million or 7.7% during the three and six months ended MarchJune 31,30, 2026, respectively, as compared to the corresponding periodperiods in 2025. ThisThese increasedecreases includesinclude a decreasedecreases of $47.3$36.6 million and $84.5 million, respectively, attributable to the impact of dispositions. On an organic basis, our programming and other direct costs of services increaseddecreased $26.0$61.8 million or 7.3%.14.4% Thisand increase$32.0 includesmillion or 4.1%, respectively. These decreases include the following factors:
•An increase in other direct costs of $29.5 million related to costs incurred in connection with Formula E race events;
•A decreaseDecreases in programming and copyright costs of $16.6$16.7 million or 10.5%,11.9% and $33.4 million or 11.1%, respectively, primarily attributable to lower costs for certain content at Telenet;
•Decreases in other direct costs of $59.4 million and $26.6 million, respectively, related to costs incurred in connection with Formula E race events;
•An increaseIncreases in costs of $15.4$8.2 million and $23.6 million, respectively, related to the sales of CPE to the VMO2 JV;
•An increaseIncreases in costs of $6.0$5.2 million and $11.2 million, respectively, related to the sales of CPE to the VodafoneZiggo JV; and
•Decreases in interconnect and access costs of $3.0 million or 13.0% and $5.5 million or 13.0%, respectively, primarily at Telenet due to (i) lower interconnect and roaming costs and (ii) lower lease and B2B data costs; and
•For the three-month comparison, a decrease in costs of $5.4 million related to lower costs for certain minimum purchase commitments at Telenet.
•An increase in mobile handset and other device costs of $4.6 million or 16.4%, primarily due to higher sales volumes at Telenet.
Our other operating expenses (exclusive of share-based compensation expense) increased $28.5(decreased) ($9.4 million) or (4.5%) and $14.3 million or 15.1%3.6% during the three and six months ended MarchJune 31,30, 2026, respectively, as compared to the corresponding periodperiods in 2025. ThisThese increasechanges includesinclude a decreasedecreases of $1.8$3.2 million and $3.7 million, respectively, attributable to the impact of dispositions. On an organic basis, our other operating expenses increaseddecreased $7.2$12.6 million or 3.9%.6.1% Thisand increase$10.3 includesmillion or 2.6%, respectively. These changes include the following factors:
•An increase in core network and information technology-related costs of $8.0 million or 39.7%, primarily due to (i) higher information technology-related costs, including an increase at Telenet, and (ii) higher leased bandwidth costs at Telenet; and
•A decreaseDecreases in personnel costs of $6.1$6.8 million or 10.4%,9.1% and $15.8 million or 11.9%, respectively, primarily due to (i) lower staffing levels, including a decreasedecreases at Telenet.Telenet, (ii) increases in incentive compensation costs and (iii) lower average costs per employee at Telenet;
•For the six-month comparison, a decrease in external sales and marketing costs of $4.4 million or 16.8%, primarily due to lower costs associated with advertising campaigns;
•Increases in other operating expenses at Wyre associated with (i) the renegotiation of the TSS agreement with Telenet and (ii) $4.3 million related to the impact of costs recognized by Wyre under the TSS agreement during the second quarter of 2026. As these amounts represent transactions between consolidated reportable segments, the related costs are eliminated upon consolidation and therefore does not impact Liberty Global's consolidated other operating expenses;
•An increase (decrease) in core network and information technology-related costs of ($4.6 million) or (8.2%) and $4.1 million or 5.1%, respectively, primarily due to (i) higher leased bandwidth costs at Telenet for the six-month comparison and (ii) lower information technology-related costs, which was only partially offset by an increase at Telenet for the six-month comparison; and
•Increases in business service costs of $5.0 million or 19.1% and $2.9 million or 6.0%, respectively, primarily due to higher (i) travel and entertainment costs and (ii) energy costs at Telenet.
Our SG&A expenses (exclusive of share-based compensation expense) increased $9.8$12.6 million or 3.8%4.9% and $27.2 million or 5.3% during the three and six months ended MarchJune 31,30, 2026, respectively, as compared to the corresponding periodperiods in 2025. ThisThese increaseincreases includesinclude a decreasedecreases of $4.5$6.6 million and $10.6 million, respectively, attributable to the impact of dispositions. On an organic basis, our SG&A expenses decreasedincreased $8.4$13.7 million or 3.4%.5.3% Thisand decrease$8.7 includesmillion or 1.7%, respectively. These increases include the following factors:
•A decreaseDecreases in external sales and marketing costs of $5.8$2.2 million or 6.8%,2.6% and $7.5 million or 4.4%, respectively, primarily due to lower costs associated with advertising campaigns; and
•A decreaseIncreases in personnel costs of $2.3$2.2 million or 1.8%,1.8% and $6.8 million or 2.7%, respectively, primarily due to the net effect of (i) lower staffing levels, including a decrease at Telenet, and (ii) higher average costs per employee.employee, including an increase at Telenet during the three-month comparison, (iii) higher incentive compensation costs and (iv) higher costs due to lower capitalizable activities;
•Increases in core network and information technology-related costs of $6.6 million or 37.9% and $5.0 million or 13.7%, respectively, primarily due to higher information technology-related costs; and
•Increases in business service costs of $5.0 million or 15.2% and $6.6 million or 10.0%, respectively, primarily due to higher consulting costs, including increases at Telenet.
Our depreciation and amortization expense was $264.8$262.5 million and $232.2$527.3 million for the three and six months ended MarchJune 31,30, 20262026, respectively, and $250.8 million and $483.0 million for the three and six months ended June 30, 2025, respectively. Excluding the effects of FX, depreciation and amortization expense increased $5.6$4.0 million or 2.4%1.6% and $10.5 million or 2.2% during the three and six months ended MarchJune 31,30, 2026, respectively, as compared to the corresponding periodperiods in 2025. ThisThese increasechanges isare primarily due to the net effect of (i) an increase associated with property and equipment additions related to the installation of CPE, the expansion and upgrade of our networks and other capital initiatives, primarily at Telenet, and (ii) a decrease associated with certain assets becoming fully depreciated, primarily at Telenet.
We recognized impairment, restructuring and other operating items, net, of $40.8$15.5 million and ($1.7$56.3 million) during the three and six months ended MarchJune 31,30, 20262026, respectively, and $5.5 million and $3.8 million during the three and six months ended June 30, 2025, respectively.
The amountamounts for the 2026 periodperiods primarily includesinclude (i) restructuring costs of $21.3$8.0 million and $29.3 million, respectively, primarily at Telenet, (ii) direct acquisition and disposition costs of $4.6 million and $12.8 million, respectively, and (iiiii) an impairment charge on certain long-lived assets of $11.1 million.million during the first quarter of 2026.
We recognized interest expense of $113.7$115.9 million and $127.5$229.6 million during the three and six months ended MarchJune 31,30, 20262026, respectively, and $129.5 million and $257.0 million during the three and six months ended June 30, 2025, respectively. Excluding the effects of FX, interest expense decreased $25.1$18.5 million or 19.7%14.3% and $41.9 million or 16.3% during the three and six months ended MarchJune 31,30, 2026, respectively, as compared to the corresponding periodperiods in 2025. ThisThese decreasedecreases isare primarily attributable to a lower weighted average interestoutstanding rate.debt balances. For additional information regarding our outstanding indebtedness, see note 9 to our condensed consolidated financial statements.
(a)The gaingains for the 2026 periodperiods isare primarily attributable to the net effect of (i) net gains associated with changes in (i) the relative value of certain currencies and (ii) a net loss for the three-month period and a net gain for the six-month period associated with changes in certain market interest rates. In addition, the gain for the 2026 period includes ainclude net gaingains of $0.4$2.6 million and $3.0 million, respectively, resulting from changes in our credit risk valuation adjustments. The losslosses for the 2025 periodperiods isare primarily attributable to the net effect of (a) a net losslosses associated with changes in the relative value of certain currencies and (b) a net loss for the three-month period and a net gain for the six-month period associated with changes in certain market interest rates. In addition, the losslosses for the 2025 periodperiods includes ainclude net gaingains of $4.2$5.2 million and $9.4 million, respectively, resulting from changes in our credit risk valuation adjustments.
(a)Amounts primarily relate to loans between certain of our non-operating subsidiaries in Europe. A substantial portion of these loans were settled during the three months ended June 30, 2026.
______________ (a)We completed the sale of our investment in VodafoneEdgeConneX during the thirdsecond quarter of 2025.2026.
(b)Amounts represent the change in fair value of our investment in Lionsgate, both before and after the Lionsgate Separation. Following the Lionsgate Separation, changes in fair value related to our investment in Starz are included in ‘Other, net’ in the above table.
(c)We completed the sale of our investment in Vodafone during the third quarter of 2025.
(1)Includes interest expense of $414.6$422.9 million, $399.0 million, $837.5 million and $389.6$788.6 million in the respective periods shown.
The changechanges in the VMO2 JV’s revenue during the three and six months ended MarchJune 31,30, 2026, as compared to the corresponding periodperiods in 2025, isare primarily due to the net effect of (i) a decreasedecreases in other revenue related to low-margin construction revenue from the nexfibre JV, (ii) a decreasedecreases in B2B fixed revenue as O2 Daisy rationalizes the product portfolio, (iii) a decreasedecreases in consumer fixed revenue and (iv) an increase year-over-year in wholesale revenue primarily driven by an increase in mobile virtual network operator revenue. The changes in the VMO2 JV’s Adjusted EBITDA during the three and six months ended MarchJune 31,30, 2026, as compared to the corresponding periodperiods in 2025, isare primarily due to the net effect of (a) the aforementioned changes in revenue, (b) lower total service revenue, (c) a provision for legal matters during the first quarter and (cd) cost reduction initiatives. In addition, the reported revenue and Adjusted EBITDA amounts are impacted by FX.
(b)Represents (i) our share of the results of operations of the VodafoneZiggo JV and (ii) interest income of $14.7$14.9 million, $14.4 million, $29.6 million and $13.3$27.7 million in the respective periods shown, representing 100% of the interest earned on the VodafoneZiggo JV Receivables. The summarized results of operations of the VodafoneZiggo JV are set forth below:
(1)Includes interest expense of $187.8$188.5 million, $192.5 million, $376.3 million and $187.7$380.2 million in the respective periods shown.
The changechanges in the VodafoneZiggo JV’s revenue during the three and six months ended MarchJune 31,30, 2026, as compared to the corresponding periodperiods in 2025, isare primarily due to (i) a decreasedecreases in B2B fixed revenue, partially offset by the repricing impact, and (ii) a decreasedecreases in B2B mobile revenue. The changechanges in the VodafoneZiggo JV’s Adjusted EBITDA during the three and six months ended MarchJune 31,30, 2026, as compared to the corresponding periodperiods in 2025, isare primarily due to the net effect of (a) the aforementioned changes in revenue, (b) an increaseincreases in network resilience program expenditure, (c) higher programming costs, (d) higher marketing costs and (de) cost control measures in labor, product and service delivery, and energy costs. In addition, the reported revenue and Adjusted EBITDA amounts are impacted by FX.
The VodafoneZiggo JV is experiencing significant competition in both its fixed-line and mobile operations. If the adverse impacts of economic, competitive, regulatory or other factors were to cause significant deterioration of the results of operations or cash flows of the VodafoneZiggo JV, we could conclude in future periods that our investment in the VodafoneZiggo JV is impaired or management of the VodafoneZiggo JV could conclude that an impairment of the VodafoneZiggo JV goodwill and, to a lesser extent, long-lived assets, is required. Any such impairment of the VodafoneZiggo JV’s goodwill or our investment in the VodafoneZiggo JV would be reflected as a component of share of results of affiliates, net, in our condensed consolidated statement of operations. Our share of any such impairment charges could be significant.
We recognized other income, net, of $25.0$16.8 million and $11.4$32.2 million during the three months ended MarchJune 31,30, 2026 and 2025, respectively, whichand includes$41.8 million and $43.6 million during the six months ended June 30, 2026 and 2025, respectively. These amounts include interest and dividend income of $12.4$17.9 million and $18.4$39.2 million,million during the three-month periods, respectively, and $30.3 million and $111.8 million during the six-month periods, respectively.
We recognized income tax benefit (expense) of ($175.4$22.8 million) and $70.0($198.2 million) during the three and six months ended June 30, 2026, respectively, and ($0.9 million) and $69.1 million during the three and six months ended MarchJune 31, 2026 and30, 2025, respectively.
The income tax expense during the three months ended June 30, 2026 differs from the expected income tax benefit of $50.2 million (based on the Bermuda statutory income tax rate of 15.0%). This difference is primarily due to the net negative impact of permanent differences between the financial and tax accounting treatment of items associated with certain investments.
The income tax expense during the threesix months ended MarchJune 31,30, 2026 differs from the expected income tax expense of $80.0$29.8 million (based on the Bermuda statutory income tax rate of 15.0%). This difference is primarily due to the net negative impact of (i) the derecognition of a tax litigation-related receivable andreceivable, (ii) statutorypermanent ratesdifferences inbetween the financial and tax accounting treatment of items associated with certain jurisdictionsinvestments inand which(iii) wecertain operatepermanent thatdifferences are different thanbetween the Bermudafinancial statutory incomeand tax rate.accounting treatment of interest and other expenses. The net negative impact of these items was partially offset by the positive impact of non-deductible or non-taxable foreign currency exchange results The income tax benefit during the three months ended March 31, 2025 differs from the expected income tax benefit of $209.0 million (based on the Bermuda statutory income tax rate of 15.0%), primarily due to the net negative impact of (i) non-deductible or non-taxable foreign currency exchange results and (ii) certain permanent differences between the financial and tax accounting treatment of items associated with certain investments. The net negative impact of these items was partially offset by the net positive impact of (a) statutory rates in certain jurisdictions in which we operate that are different than the Bermuda statutory income tax rate and (b) a net decrease in valuation allowances.results.
LBTYA insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 3 filings (3 insiders, 3 trade dates, 196,770 shares, about $2.3M). Net open-market shares: -196,770 (purchases minus sales); net value about -$2.3M.Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
| Trade date | Insider | Transaction | Shares | Price | Value |
|---|---|---|---|---|---|
| 2026-06-23 | Sanchez Daniel E. |
Option exercise | 5,809 | — | — |
| 2026-06-23 | Sanchez Daniel E. |
Option exercise | 5,809 | — | — |
| 2026-06-23 | Cole Andrew |
Option exercise | 5,809 | — | — |
| 2026-06-23 | Cole Andrew |
Option exercise | 5,809 | — | — |
| 2026-06-23 | Drew Marisa D |
Option exercise | 5,809 | — | — |
| 2026-06-23 | Drew Marisa D |
Option exercise | 5,809 | — | — |
| 2026-06-23 | Wargo J David |
Option exercise | 5,809 | — | — |
| 2026-06-23 | Wargo J David |
Option exercise | 5,809 | — | — |
| 2026-06-23 | Werner Anthony G |
Option exercise | 5,809 | — | — |
| 2026-06-23 | Werner Anthony G |
Option exercise | 5,809 | — | — |
| 2026-06-16 | Wargo J David |
Open-market sale | 45,000 | $11.46 | $515.7K |
| 2026-06-16 | Wargo J David |
Open-market sale | 10,000 | $11.92 | $119.2K |
| 2026-06-11 | Bracken Charles H R |
Open-market sale | 53,011 | $12.03 | $637.7K |
| 2026-06-11 | Bracken Charles H R |
Open-market sale | 62,448 | $11.60 | $724.4K |
| 2026-05-05 | Waldron Jason |
Open-market sale | 14,751 | $11.62 | $171.4K |
| 2026-05-05 | Waldron Jason |
Open-market sale | 11,560 | $11.91 | $137.7K |
| 2026-05-01 | Bracken Charles H R |
Option exercise | 71,256 | — | — |
| 2026-05-01 | Bracken Charles H R |
Shares withheld for tax | 25,123 | $11.96 | $300.5K |
| 2026-05-01 | Bracken Charles H R |
Option exercise | 53,450 | — | — |
| 2026-05-01 | Bracken Charles H R |
Shares withheld for tax | 33,492 | $11.77 | $394.2K |
| 2026-05-01 | Rodriguez Enrique |
Option exercise | 65,842 | — | — |
| 2026-05-01 | Rodriguez Enrique |
Option exercise | 50,742 | — | — |
| 2026-05-01 | Rodriguez Enrique |
Shares withheld for tax | 24,835 | $11.96 | $297.0K |
| 2026-05-01 | Rodriguez Enrique |
Shares withheld for tax | 32,016 | $11.77 | $376.8K |
| 2026-05-01 | Salvato Andrea |
Shares withheld for tax | 32,153 | $11.77 | $378.4K |
| 2026-05-01 | Salvato Andrea |
Shares withheld for tax | 24,118 | $11.96 | $288.5K |
| 2026-05-01 | Salvato Andrea |
Option exercise | 51,312 | — | — |
| 2026-05-01 | Salvato Andrea |
Option exercise | 68,407 | — | — |
| 2026-05-01 | Fries Michael T |
Shares withheld for tax | 190,859 | $11.77 | $2.2M |
| 2026-05-01 | Fries Michael T |
Grant/award | 398,082 | — | — |
| 2026-05-01 | Waldron Jason |
Option exercise | 17,103 | — | — |
| 2026-05-01 | Waldron Jason |
Shares withheld for tax | 7,484 | $11.96 | $89.5K |
| 2026-05-01 | Waldron Jason |
Option exercise | 22,801 | — | — |
| 2026-05-01 | Waldron Jason |
Shares withheld for tax | 9,977 | $11.77 | $117.4K |
| 2026-05-01 | Hall Bryan H |
Option exercise | 36,346 | — | — |
| 2026-05-01 | Hall Bryan H |
Shares withheld for tax | 15,904 | $11.96 | $190.2K |
| 2026-05-01 | Hall Bryan H |
Option exercise | 48,454 | — | — |
| 2026-05-01 | Hall Bryan H |
Shares withheld for tax | 21,201 | $11.77 | $249.5K |
Well-known investors holding LBTYA (13F)
| Investor | Quarter | Shares | Reported value | % of their 13F | Change vs prior quarter |
|---|---|---|---|---|---|
| AQR Capital Management (Cliff Asness) | 2026-06-30 | 11,991,377 | $136.3M | 0.05% | No change |
| Oaktree Capital Management (Howard Marks) | 2026-06-30 | 8,551,191 | $97.2M | 1.83% | No change |
| Dodge & Cox | 2026-06-30 | 5,255,568 | $61.6M | — | Sold out |
| DME Capital Management (Greenlight Capital, David Einhorn) | 2026-06-30 | 4,963,322 | $56.4M | 1.44% | No change |
| Renaissance Technologies | 2026-06-30 | 4,759,554 | $54.1M | 0.07% | Reduced 3% |
| D. E. Shaw & Co. | 2026-06-30 | 2,854,713 | $32.5M | 0.02% | Added 121% |
| Dodge & Cox | 2026-06-30 | 2,444,614 | $26.9M | 0.01% | Added 14% |
| Renaissance Technologies | 2026-06-30 | 2,315,315 | $25.5M | 0.04% | Added 11% |
| D. E. Shaw & Co. | 2026-06-30 | 1,988,225 | $21.9M | 0.01% | Added 108% |
| Two Sigma Investments | 2026-06-30 | 936,130 | $10.6M | 0.01% | Added 527% |
| Citadel Advisors (Ken Griffin) | 2026-06-30 | 878,318 | $10.0M | 0.01% | Added 136% |
| Citadel Advisors (Ken Griffin) | 2026-06-30 | 745,049 | $8.2M | 0.0% | Added 50% |
| Millennium Management (Israel Englander) | 2026-06-30 | 554,458 | $6.3M | 0.0% | Reduced 43% |
| AQR Capital Management (Cliff Asness) | 2026-06-30 | 552,099 | $6.0M | 0.0% | Added 213% |
| Point72 Asset Management (Steve Cohen) | 2026-06-30 | 197,997 | $2.2M | 0.0% | Reduced 13% |
| Millennium Management (Israel Englander) | 2026-06-30 | 196,592 | $2.2M | 0.0% | Reduced 44% |
| Point72 Asset Management (Steve Cohen) | 2026-06-30 | 165,082 | $1.9M | 0.0% | New position |
| Baupost Group (Seth Klarman) | 2026-06-30 | 8,543,161 | $94.0K | 1.74% | Reduced 36% |