Liberty Global Ltd.
Liberty Global Ltd.
02/18/2026 | Press release | Distributed by Public on 02/18/2026 07:44
Annual Report for Fiscal Year Ending December 31, 2025 (Form 10-K)
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis, which should be read in conjunction with our consolidated financial statements, is intended to assist in providing an understanding of our results of operations and financial condition and is organized as follows:
•Overview.This section provides a general description of our business and recent events.
•Results of Operations.This section provides an analysis of our results of operations for the years ended December 31, 2025 and 2024.
•Liquidity and Capital Resources.This section provides an analysis of our corporate and subsidiary liquidity and consolidated statements of cash flows.
•Critical Accounting Policies, Judgments and Estimates.This section discusses those material accounting policies that involve uncertainties and require significant judgment in their application.
•Quantitative and Qualitative Disclosures about Market Risk.This section provides discussion and analysis of the foreign currency, interest rate and other market risks that our company faces.
Included below is an analysis of our results of operations and cash flows for 2025, as compared to 2024. An analysis of our results of operations and cash flows for 2024, as compared to 2023, can be found under Item 7.Management's Discussion and Analysis of Financial Condition and Results of Operationsincluded in Part II of our Annual Report on Form 10-K, as amended, for the year ended December 31, 2024, which is available through the Securities and Exchange Commission's website at www.sec.gov.
The capitalized terms used below have been defined in the notes to our consolidated financial statements. In the following text, the terms "we," "our," "our company" and "us" may refer, as the context requires, to Liberty Global or collectively to Liberty Global and its subsidiaries.
Unless otherwise indicated, convenience translations into U.S. dollars are calculated, and operational data is presented, as of December 31, 2025.
Overview
General
We are an international provider of broadband internet, video, fixed-line telephony and mobile communications services to residential customers and businesses in Europe 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 and (ii) Ireland through VM Ireland. In addition, we own 50% noncontrolling interests in (a) the VMO2 JV, which provides residential and B2B communications services in the U.K., and (b) the VodafoneZiggo JV, which provides residential and B2B communications services in the Netherlands.
Prior to the completion of the Spin-off on November 8, 2024, we also provided residential and B2B communications services in Switzerland through Sunrise. Sunrise, together with certain other Liberty Global subsidiaries connected to our Swiss business, are collectively referred to as the Sunrise Entities and 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 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.
Operations
Our company delivers market-leading products through next-generation networks that connect our customers to broadband internet, video, fixed-line telephony and mobile services. At December 31, 2025, our reportable segments, including our
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nonconsolidated JVs, as defined in note 19 to our consolidated financial statements, owned and operated networks that passed 29,117,600 homes and served 11,399,700 fixed-line customers and 44,886,600 mobile subscribers.
Broadband internet services. We offer multiple tiers of broadband internet service up to Gigabit speeds depending on location. We continue to invest in new technologies that allow us to increase the internet speeds we offer to our customers.
Video services. We provide video services, including various enhanced products that enable our customers to control when they watch their programming. These products range from digital video recorders to multimedia home gateway systems capable of distributing video, voice and data content throughout the home and to multiple devices.
Fixed-line telephony services. We offer fixed-line telephony services via either voice-over-internet-protocol technology or circuit-switched telephony, depending on location.
Mobile services. We offer voice and data mobile services, either over our own networks or as an MVNO over third-party networks, depending on location. In addition, we generate revenue from the sale of mobile handsets.
B2B services. Our B2B services include voice, broadband internet, data, video, wireless and cloud services.
Other. We provide premium electric car racing content through our controlling interest in Formula E. We also have significant investments in Televisa Univision, ITV, EdgeConneX, the AtlasEdge JV and several regional sports networks. 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-parties and affiliates pursuant to service agreements.
For additional information regarding the details of our products and services, see Item 1. Businessincluded in Part I of this Annual Report on Form 10-K.
Strategy and Management Focus
We view our business in three strategic complementary platforms, "Liberty Telecom" (our converged broadband, video and mobile communications businesses), "Liberty Growth" (our venture capital arm comprised of various technology, media, sports, digital infrastructure and other growth assets) and "Liberty Services" (our innovative technology, operational and finance service platforms offered by our centralized functions to our affiliates and third parties). As discussed further under Liquidity and Capital Resources - Capitalizationbelow, we also seek to maintain our debt at levels that provide for attractive equity returns without assuming undue risk.
We strive to achieve organic revenue and customer growth in our operations by developing and marketing bundled entertainment and information and communications services, and extending and upgrading the quality of our networks where appropriate. As we use the term, organic growth excludes foreign currency translation effects (FX) and the estimated impact of acquisitions and dispositions. While we seek to increase our customer base, we also seek to maximize the average revenue we receive from each household by increasing the penetration of our broadband internet, video, fixed-line telephony and mobile services with existing customers through product bundling and upselling.
Competition and Other External Factors
We are experiencing competition in all of the markets in which we or our affiliates operate. This competition, together with macroeconomic and regulatory factors, has adversely impacted our revenue, number of customers and/or average monthly subscription revenue per fixed-line customer or mobile subscriber, as applicable (ARPU). For additional information regarding the competition we face, see Item 1. Business - Competition and- Regulatory Mattersincluded in Part I of this Annual Report on Form 10-K. For additional information regarding the revenue impact of changes in the fixed-line customers and ARPU of our consolidated reportable segments, see Discussion and Analysis of our Reportable Segmentsbelow.
For information regarding certain other regulatory developments that could adversely impact our results of operations in future periods, see Legal and Regulatory Proceedings and Other Contingencies in note 18 to our consolidated financial statements.
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Results of Operations
We have completed a number of transactions that impact the comparability of our 2025 and 2024 results of operations, the most notable of which is the Formula E Acquisition on October 2, 2024. For further information, see note 5 to our consolidated financial statements.
In the following discussion, we quantify the estimated impact of material acquisitions (the Acquisition Impact) and dispositions on our operating results. The Acquisition Impact represents our estimate of the difference between the operating results of the periods under comparison that is attributable to an acquisition. In general, we base our estimate of the Acquisition Impact on an acquired entity's operating results during the first 3 to 12 months following the acquisition date, as adjusted to remove integration costs and any other material unusual or non-operational items, such that changes from those operating results in subsequent periods are considered to be organic changes. Accordingly, in the following discussion, (i) organic variances attributed to an acquired entity during the first 12 months following the acquisition date represent differences between the Acquisition Impact and the actual results and (ii) the calculation of our organic change percentages includes the organic activity of an acquired entity relative to the Acquisition Impact of such entity. With respect to material dispositions, the organic changes that are discussed below reflect adjustments to exclude the historical prior-year results of any disposed entities to the extent that such entities are not included in the corresponding results for the current-year period.
Changes in foreign currency exchange rates have a significant impact on our reported operating results, as all of our operating segments have functional currencies other than the U.S. dollar. Our primary exposure to FX risk during the three months ended December 31, 2025 for our continuing operations was to the euro, as substantially all of our reported revenue during the period was derived from subsidiaries whose functional currencies are the euro. In 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 Annual Report on Form 10-K, see Item 7A. Quantitative and Qualitative Disclosures about Market Risk - Foreign Currency Riskbelow.
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% interests in both the VMO2 JV and the VodafoneZiggo JV under the equity method; accordingly, our share of their operating results is included in share of results of affiliates, net in our consolidated statements of operations. The noncontrolling interests at Telenet and Formula E are reflected in net earnings or loss attributable to noncontrolling interests in our consolidated statements of operations.
Discussion and Analysis of our Reportable Segments
General
Telenet, VM Ireland, the VMO2 JV and the VodafoneZiggo JV derive their revenue primarily from residential and B2B communications services. For detailed information regarding the composition of our reportable segments, our "all other category" and how we define and categorize our revenue components, see note 19 to our consolidated financial statements. For information regarding the results of operations of the VMO2 JV and the VodafoneZiggo JV, refer to Discussion and Analysis of our Consolidated Operating Results - Share of results of affiliates, netbelow.
The tables presented below in this section provide the details of the revenue and Adjusted EBITDA of our reportable segments for 2025, as compared to 2024. 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 2025 and 2024 at the end of this section.
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 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.
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We pay interconnection fees to other telephony providers when calls or text messages from our subscribers terminate on another network, and we receive similar fees from such providers when calls or text messages from their customers terminate on our networks or networks that we access through MVNO or other arrangements. The amounts we charge and incur with respect to fixed-line telephony and mobile interconnection fees are subject to regulatory oversight. To the extent that regulatory authorities introduce fixed-line or mobile termination rate changes, we would experience prospective changes and, in very limited cases, we could experience retroactive changes in our interconnect revenue and/or costs. The ultimate impact of any such changes in termination rates on our Adjusted EBITDA would be dependent on the call or text messaging patterns that are subject to the changed termination rates.
We are subject to inflationary pressures with respect to certain costs and foreign currency exchange risk with respect to costs and expenses that are denominated in currencies other than the respective functional currencies of our reportable segments. Any cost increases that we are not able to pass on to our subscribers through rate increases would result in increased pressure on our operating margins. For additional information regarding our foreign currency exchange risks see Item 7A. Quantitative and Qualitative Disclosures about Market Risk - Foreign Currency Riskbelow.
Consolidated Adjusted EBITDA is a non-GAAP measure, which we believe is a meaningful measure because it represents a transparent view of our recurring operating performance that is unaffected by our capital structure and allows management to readily view operating trends from a consolidated view. Investors should view consolidated Adjusted EBITDA as a supplement to, and not a substitute for, GAAP measures of performance included in our consolidated statements of operations.
The following table provides a reconciliation of earnings (loss) from continuing operations to total consolidated Adjusted EBITDA:
| Year ended December 31, | |||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||
| in millions | |||||||||||||||||
| Earnings (loss) from continuing operations | $ | (7,096.7) | $ | 1,869.1 | $ | (3,659.1) | |||||||||||
| Income tax expense (benefit) | (75.8) | (30.8) | 213.1 | ||||||||||||||
| Other income, net | (96.0) | (201.8) | (212.8) | ||||||||||||||
|
Gain on sale of All3Media
|
- | (242.9) | - | ||||||||||||||
|
Gain associated with the Formula E Acquisition
|
- | (190.7) | - | ||||||||||||||
|
Gain associated with the Telenet Wyre Transaction
|
- | - | (377.8) | ||||||||||||||
| Share of results of affiliates, net | 3,186.9 | 205.6 | 2,018.4 | ||||||||||||||
| Losses on debt extinguishment, net | 20.1 | - | 1.4 | ||||||||||||||
| Realized and unrealized losses (gains) due to changes in fair values of certain investments, net | (147.8) | 28.4 | 556.6 | ||||||||||||||
| Foreign currency transaction losses (gains), net | 3,121.1 | (1,756.5) | 719.7 | ||||||||||||||
| Realized and unrealized losses (gains) on derivative instruments, net | 567.4 | (315.2) | (78.3) | ||||||||||||||
| Interest expense | 497.5 | 574.7 | 505.0 | ||||||||||||||
| Operating loss | (23.3) | (60.1) | (313.8) | ||||||||||||||
| Impairment, restructuring and other operating items, net | 90.0 | 49.6 | 43.0 | ||||||||||||||
| Depreciation and amortization, net | 1,038.9 | 1,002.0 | 1,216.4 | ||||||||||||||
| Share-based compensation expense | 169.4 | 168.3 | 204.8 | ||||||||||||||
|
Total consolidated Adjusted EBITDA
|
$ | 1,275.0 | $ | 1,159.8 | $ | 1,150.4 | |||||||||||
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Revenue of our Reportable Segments
General. While not specifically discussed in the below explanations of the changes in the revenue of our reportable segments, we are experiencing competition in all of our markets. This competition has an adverse impact on our ability to increase or maintain our total number of customers and/or our ARPU.
Variances in the subscription revenue that we receive from our customers are a function of (i) changes in the number of our fixed-line customers or mobile subscribers outstanding during the period and (ii) changes in ARPU. Changes in ARPU can be attributable to (a) changes in prices, (b) changes in bundling or promotional discounts, (c) changes in the tier of services selected, (d) variances in subscriber usage patterns and (e) the overall mix of fixed and mobile products within a segment during the period.
| Year ended December 31, | Increase (decrease) | Organic decrease | |||||||||||||||||||||||||||||||||
| 2025 | 2024 | $ | % | $ | % | ||||||||||||||||||||||||||||||
| in millions, except percentages | |||||||||||||||||||||||||||||||||||
|
Telenet
|
$ | 3,207.9 | $ | 3,084.4 | $ | 123.5 | 4.0 | $ | (12.8) | (0.4) | |||||||||||||||||||||||||
|
VM Ireland
|
494.8 | 491.4 | 3.4 | 0.7 | (17.6) | (3.6) | |||||||||||||||||||||||||||||
| Total consolidated reportable segments | 3,702.7 | 3,575.8 | 126.9 | 3.5 | |||||||||||||||||||||||||||||||
| Plus: all other category | 1,341.3 | 1,013.6 | 327.7 | 32.3 | |||||||||||||||||||||||||||||||
| Less: elimination of intercompany consolidated revenue | (165.5) | (247.5) | 82.0 | N.M. | |||||||||||||||||||||||||||||||
| Total consolidated | $ | 4,878.5 | $ | 4,341.9 | $ | 536.6 | 12.4 | $ | (54.6) | (1.2) | |||||||||||||||||||||||||
|
VMO2 JV
|
$ | 13,335.2 | $ | 13,649.7 | $ | (314.5) | (2.3) | ||||||||||||||||||||||||||||
|
VodafoneZiggo JV
|
$ | 4,518.5 | $ | 4,450.5 | $ | 68.0 | 1.5 | ||||||||||||||||||||||||||||
N.M. - Not Meaningful.
Telenet. The details of the increase in Telenet's revenue during 2025, as compared to 2024, are set forth below:
|
Subscription revenue |
Non-subscription revenue |
Total | |||||||||||||||
| in millions | |||||||||||||||||
| Increase (decrease) in residential fixed subscription revenue due to change in: | |||||||||||||||||
| Average number of customers | $ | (25.0) | $ | - | $ | (25.0) | |||||||||||
|
ARPU
|
15.8 | - | 15.8 | ||||||||||||||
| Increase in residential fixed non-subscription revenue | - | 4.3 | 4.3 | ||||||||||||||
| Total increase (decrease) in residential fixed revenue | (9.2) | 4.3 | (4.9) | ||||||||||||||
| Decrease in residential mobile revenue (a) | (6.3) | (6.6) | (12.9) | ||||||||||||||
|
Increase (decrease) in B2B revenue (b)
|
(3.4) | 12.7 | 9.3 | ||||||||||||||
| Decrease in other revenue (c) | - | (4.3) | (4.3) | ||||||||||||||
| Total organic increase (decrease) | (18.9) | 6.1 | (12.8) | ||||||||||||||
|
Impact of FX
|
97.0 | 39.3 | 136.3 | ||||||||||||||
| Total | $ | 78.1 | $ | 45.4 | $ | 123.5 | |||||||||||
_______________
(a)The decrease in residential mobile subscription revenue is primarily attributable to a decrease in the average number of mobile subscribers. The decrease in residential mobile non-subscription revenue is primarily attributable to lower interconnect revenue.
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(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 decrease in other revenue is primarily due to the net effect of (i) a decrease associated with the one-off impact of the recognition of previously deferred revenue of approximately $18 million during the third quarter of 2024 and (ii) higher broadcasting revenue.
VM Ireland. The details of the increase in VM Ireland's revenue during 2025, as compared to 2024, are set forth below:
|
Subscription revenue |
Non-subscription revenue |
Total | |||||||||||||||
| in millions | |||||||||||||||||
| Decrease in residential fixed subscription revenue due to change in: | |||||||||||||||||
| Average number of customers | $ | (8.6) | $ | - | $ | (8.6) | |||||||||||
|
ARPU
|
(4.3) | - | (4.3) | ||||||||||||||
| Total decrease in residential fixed revenue | (12.9) | - | (12.9) | ||||||||||||||
| Decrease in residential mobile revenue | (1.9) | (1.5) | (3.4) | ||||||||||||||
|
Increase (decrease) in B2B revenue
|
(0.1) | 5.2 | 5.1 | ||||||||||||||
| Decrease in other revenue | - | (6.4) | (6.4) | ||||||||||||||
| Total organic decrease | (14.9) | (2.7) | (17.6) | ||||||||||||||
|
Impact of FX
|
14.8 | 6.2 | 21.0 | ||||||||||||||
| Total | $ | (0.1) | $ | 3.5 | $ | 3.4 | |||||||||||
Programming and Other Direct Costs of Services, Other Operating Expenses and SG&A Expenses of our Reportable Segments
For information regarding the changes in our (i) programming and other direct costs of services, (ii) other operating expenses and (iii) SG&A expenses, seeDiscussion and Analysis of our Consolidated Operating Results below.
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Adjusted EBITDA of our Reportable Segments
Adjusted EBITDA is the primary measure used by our CODM to evaluate segment operating performance. As presented below, consolidated Adjusted EBITDA is a non-GAAP measure, which investors should view as a supplement to, and not a substitute for, GAAP measures of performance included in our consolidated statements of operations. The following table sets forth the Adjusted EBITDA of our reportable segments.
| Year ended December 31, | Increase (decrease) | Organic increase (decrease) | |||||||||||||||||||||||||||||||||
| 2025 | 2024 | $ | % | $ | % | ||||||||||||||||||||||||||||||
| in millions, except percentages | |||||||||||||||||||||||||||||||||||
|
Telenet
|
$ | 1,303.8 | $ | 1,292.2 | $ | 11.6 | 0.9 | $ | (42.9) | (3.3) | |||||||||||||||||||||||||
|
VM Ireland
|
180.3 | 178.3 | 2.0 | 1.1 | (6.5) | (3.6) | |||||||||||||||||||||||||||||
| Total consolidated reportable segments | 1,484.1 | 1,470.5 | 13.6 | 0.9 | |||||||||||||||||||||||||||||||
| Plus: all other category | (167.9) | (188.7) | 20.8 | (11.0) | |||||||||||||||||||||||||||||||
|
Less: elimination of intercompany consolidated Adjusted EBITDA
|
(41.2) | (122.0) | 80.8 | N.M. | |||||||||||||||||||||||||||||||
| Total consolidated | $ | 1,275.0 | $ | 1,159.8 | $ | 115.2 | 9.9 | $ | (23.8) | (2.1) | |||||||||||||||||||||||||
|
VMO2 JV
|
$ | 4,662.8 | $ | 4,503.4 | $ | 159.4 | 3.5 | ||||||||||||||||||||||||||||
|
VodafoneZiggo JV
|
$ | 1,977.7 | $ | 2,033.9 | $ | (56.2) | (2.8) | ||||||||||||||||||||||||||||
_______________
N.M. - Not Meaningful.
Adjusted EBITDA Margin
The following table sets forth the Adjusted EBITDA margins (Adjusted EBITDA divided by revenue) of each of our reportable segments:
| Year ended December 31, | |||||||||||
| 2025 | 2024 | ||||||||||
|
Telenet
|
40.6 | % | 41.9 | % | |||||||
|
VM Ireland
|
36.4 | % | 36.3 | % | |||||||
|
VMO2 JV
|
35.0 | % | 33.0 | % | |||||||
|
VodafoneZiggo JV
|
43.8 | % | 45.7 | % | |||||||
In addition to organic changes in the revenue, operating and SG&A expenses of our reportable segments, the Adjusted EBITDA margins presented above include the impact of acquisitions, as applicable. For discussion of the factors contributing to the changes in the Adjusted EBITDA margins of our consolidated reportable segments, see the analysis of our revenue included in Discussion and Analysis of our Reportable Segmentsabove and the analysis of our expenses included in Discussion and Analysis of our Consolidated Operating Results below. For discussion of the factors contributing to the changes in the Adjusted EBITDA margins of the VMO2 JV and the VodafoneZiggo JV, see Discussion and Analysis of our Consolidated Operating Results - Share of results of affiliates, net below.
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Discussion and Analysis of our Consolidated Operating Results
General
For more detailed explanations of the changes in our revenue, see Discussion and Analysis of our Reportable Segments above.
Revenue
Our revenue by major category is set forth below:
| Year ended December 31, | Increase (decrease) |
Organic increase (decrease) |
|||||||||||||||||||||||||||||||||
| 2025 | 2024 | $ | % | $ | % | ||||||||||||||||||||||||||||||
| in millions, except percentages | |||||||||||||||||||||||||||||||||||
| Residential revenue: | |||||||||||||||||||||||||||||||||||
| Residential fixed revenue (a): | |||||||||||||||||||||||||||||||||||
| Subscription revenue (b): | |||||||||||||||||||||||||||||||||||
| Broadband internet | $ | 949.6 | $ | 890.6 | $ | 59.0 | 6.6 | $ | 18.5 | 2.1 | |||||||||||||||||||||||||
| Video | 600.4 | 598.2 | 2.2 | 0.4 | (22.8) | (3.8) | |||||||||||||||||||||||||||||
| Fixed-line telephony | 185.9 | 196.0 | (10.1) | (5.2) | (17.9) | (9.1) | |||||||||||||||||||||||||||||
| Total subscription revenue | 1,735.9 | 1,684.8 | 51.1 | 3.0 | (22.2) | (1.3) | |||||||||||||||||||||||||||||
| Non-subscription revenue | 27.6 | 21.6 | 6.0 | 27.8 | 4.5 | 20.8 | |||||||||||||||||||||||||||||
| Total residential fixed revenue | 1,763.5 | 1,706.4 | 57.1 | 3.3 | (17.7) | (1.0) | |||||||||||||||||||||||||||||
| Residential mobile revenue (c): | |||||||||||||||||||||||||||||||||||
| Subscription revenue (b) | 500.3 | 487.1 | 13.2 | 2.7 | (8.2) | (1.7) | |||||||||||||||||||||||||||||
| Non-subscription revenue | 169.1 | 169.3 | (0.2) | (0.1) | (8.1) | (4.8) | |||||||||||||||||||||||||||||
| Total residential mobile revenue | 669.4 | 656.4 | 13.0 | 2.0 | (16.3) | (2.5) | |||||||||||||||||||||||||||||
| Total residential revenue | 2,432.9 | 2,362.8 | 70.1 | 3.0 | (34.0) | (1.4) | |||||||||||||||||||||||||||||
|
B2B revenue (d):
|
|||||||||||||||||||||||||||||||||||
| Subscription revenue | 447.0 | 431.5 | 15.5 | 3.6 | (3.6) | (0.8) | |||||||||||||||||||||||||||||
| Non-subscription revenue | 452.1 | 411.3 | 40.8 | 9.9 | 21.3 | 5.2 | |||||||||||||||||||||||||||||
|
Total B2B revenue
|
899.1 | 842.8 | 56.3 | 6.7 | 17.7 | 2.1 | |||||||||||||||||||||||||||||
| Other revenue (e) | 1,546.5 | 1,136.3 | 410.2 | 36.1 | (38.3) | (2.8) | |||||||||||||||||||||||||||||
| Total | $ | 4,878.5 | $ | 4,341.9 | $ | 536.6 | 12.4 | $ | (54.6) | (1.2) | |||||||||||||||||||||||||
_______________
(a)Residential fixed subscription revenue includes amounts received from subscribers for ongoing services and the recognition of deferred installation revenue over the associated contract period. Residential fixed non-subscription revenue includes, among other items, channel carriage fees, late fees and revenue from the sale of equipment.
(b)Residential subscription revenue from subscribers who purchase bundled services at a discounted rate is generally allocated proportionally to each service based on the standalone price for each individual service. As a result, changes in the standalone pricing of our fixed and mobile products or the composition of bundles can contribute to changes in our product revenue categories from period to period.
(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 $32.5 million and $43.9 million during 2025 and 2024, respectively.
(d)B2B subscription revenue represents revenue from (i) services provided to SOHO subscribers and (ii) mobile services provided to medium and large enterprises. SOHO subscribers pay a premium price to receive expanded service levels along with broadband internet, video, fixed-line telephony or mobile services that are the same or similar to the mass
II-11
marketed products offered to our residential subscribers. A portion of the change in our B2B subscription revenue is attributable to the conversion of certain residential subscribers to SOHO subscribers. B2B non-subscription revenue includes (a) revenue from business broadband internet, video, fixed-line telephony and data services offered to medium and large enterprises and, fixed-line and mobile services on a wholesale basis, to other operators and (b) revenue from long-term leases of portions of our network.
(e)Other revenue includes, among other items, (i) revenue earned from the U.K. JV Services, the Sunrise Services and the NL JV Services, (ii) broadcasting revenue at Telenet and VM Ireland, (iii) revenue at Formula E and (iv) revenue earned from the sales of CPE to the VMO2 JV and the VodafoneZiggo JV.
Total revenue. Our consolidated revenue increased $536.6 million or 12.4% during 2025, as compared to 2024. This increase includes an increase of $240.8 million attributable to the impact of the Formula E 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 decreased $54.6 million or 1.2%.
Residential revenue. The details of the increase in our consolidated residential revenue during 2025, as compared to 2024, are as follows (in millions):
| Increase (decrease) in residential fixed subscription revenue due to change in: | |||||
| Average number of customers | $ | (37.3) | |||
|
ARPU
|
15.1 | ||||
| Increase in residential fixed non-subscription revenue | 4.5 | ||||
| Total decrease in residential fixed revenue | (17.7) | ||||
| Decrease in residential mobile subscription revenue | (8.2) | ||||
| Decrease in residential mobile non-subscription revenue | (8.1) | ||||
| Total decrease in residential revenue | (34.0) | ||||
|
Impact of FX
|
104.1 | ||||
| Total increase in residential revenue | $ | 70.1 | |||
On an organic basis, our consolidated residential fixed subscription revenue decreased $22.2 million or 1.3% during 2025, as compared to 2024, primarily attributable to a decrease at VM Ireland.
On an organic basis, our consolidated residential mobile subscription revenue decreased $8.2 million or 1.7% during 2025, as compared to 2024, primarily due to a decrease at Telenet.
On an organic basis, our consolidated residential mobile non-subscription revenue decreased $8.1 million or 4.8% during 2025, as compared to 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 decreased $38.3 million or 2.8% during 2025, as compared to 2024, primarily due to the net effect of (i) lower revenue earned from the sales of CPE to the VMO2 JV, (ii) an increase in revenue earned from the U.K. JV Services and (iii) a decrease associated with the one-off impact of the recognition of previously deferred revenue at Telenet during the third quarter of 2024.
Programming and other direct costs of services
Programming and other direct costs of services include programming and copyright costs, interconnect and access costs, costs of mobile handsets and other devices and other direct costs related to our operations, including costs associated with our transitional 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 events, and (ii) rate increases.
II-12
The details of our programming and other direct costs of services are as follows:
| Year ended December 31, | Increase (decrease) | Organic decrease | |||||||||||||||||||||||||||||||||
| 2025 | 2024 | $ | % | $ | % | ||||||||||||||||||||||||||||||
| in millions, except percentages | |||||||||||||||||||||||||||||||||||
|
Telenet
|
$ | 772.9 | $ | 764.5 | $ | 8.4 | 1.1 | $ | (23.7) | (3.1) | |||||||||||||||||||||||||
|
VM Ireland
|
127.2 | 127.7 | (0.5) | (0.4) | (5.4) | (4.2) | |||||||||||||||||||||||||||||
| Total consolidated reportable segments | 900.1 | 892.2 | 7.9 | 0.9 | |||||||||||||||||||||||||||||||
| Plus: all other category | 843.8 | 644.4 | 199.4 | 30.9 | |||||||||||||||||||||||||||||||
| Less: elimination of intercompany consolidated programming and other direct costs of services | (73.4) | (85.9) | 12.5 | N.M. | |||||||||||||||||||||||||||||||
| Total consolidated | $ | 1,670.5 | $ | 1,450.7 | $ | 219.8 | 15.2 | $ | (71.2) | (4.3) | |||||||||||||||||||||||||
_______________
N.M. - Not Meaningful.
Our programming and other direct costs of services increased $219.8 million or 15.2% during 2025, as compared to 2024. This increase includes an increase of $193.7 million attributable to the impact of the Formula E Acquisition. On an organic basis, our programming and other direct costs of services decreased $71.2 million or 4.3%. This decrease includes the following factors:
•A decrease in costs of $41.2 million related to the sales of CPE to the VMO2 JV;
•A decrease in programming and copyright costs of $15.4 million or 2.8%, primarily attributable to lower costs for certain content at Telenet and VM Ireland;
•A net decrease of $10.8 million related to the recognition of losses during the fourth quarters of 2025 and 2024 associated with certain minimum purchase commitments;
•A decrease in interconnect and access costs of $10.3 million or 9.9%, primarily due to lower interconnect and mobile roaming costs at Telenet; and
•A decrease in costs of $7.6 million related to third-party CPE development costs recognized in the fourth quarter of 2024.
II-13
Other operating expenses
Other operating expenses include network operations, customer operations, customer care, share-based compensation and other costs related to our operations. We do not include share-based compensation in the following discussion and analysis of the other operating expenses of our consolidated reportable segments as share-based compensation expense is not included in the performance measures of our consolidated reportable segments. Share-based compensation expense is separately discussed further below.
The details of our other operating expenses are as follows:
| Year ended December 31, | Increase (decrease) | Organic increase | |||||||||||||||||||||||||||||||||
| 2025 | 2024 | $ | % | $ | % | ||||||||||||||||||||||||||||||
| in millions, except percentages | |||||||||||||||||||||||||||||||||||
|
Telenet
|
$ | 576.2 | $ | 515.5 | $ | 60.7 | 11.8 | $ | 35.7 | 6.9 | |||||||||||||||||||||||||
|
VM Ireland
|
131.8 | 123.5 | 8.3 | 6.7 | 3.1 | 2.5 | |||||||||||||||||||||||||||||
| Total consolidated reportable segments | 708.0 | 639.0 | 69.0 | 10.8 | |||||||||||||||||||||||||||||||
| Plus: all other category | 199.9 | 139.3 | 60.6 | 43.5 | |||||||||||||||||||||||||||||||
| Less: elimination of intercompany consolidated other operating expenses | (41.7) | (35.0) | (6.7) | N.M. | |||||||||||||||||||||||||||||||
| Total consolidated (excluding share-based compensation expense) | 866.2 | 743.3 | 122.9 | 16.5 | $ | 59.3 | 7.9 | ||||||||||||||||||||||||||||
| Share-based compensation expense | 12.6 | 17.8 | (5.2) | (29.2) | |||||||||||||||||||||||||||||||
| Total consolidated | $ | 878.8 | $ | 761.1 | $ | 117.7 | 15.5 | ||||||||||||||||||||||||||||
_______________
N.M. - Not Meaningful.
Our other operating expenses (exclusive of share-based compensation expense) increased $122.9 million or 16.5% during 2025, as compared to 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 increased $59.3 million or 7.9%. This increase includes the following factors:
•An increase in core network and information technology-related costs of $51.5 million or 29.3%, primarily due to higher information technology-related costs, including increases at Telenet and VM Ireland; and
•An increase in personnel costs of $15.7 million or 7.2%, primarily due to the net effect of (i) higher average costs per employee, including an increase at Telenet, (ii) lower staffing levels, including a decrease at Telenet, and (iii) an increase in incentive compensation costs.
II-14
SG&A expenses
SG&A expenses include human resources, information technology, general services, management, finance, legal, external sales and marketing costs, share-based compensation and other general expenses. We do not include share-based compensation in the following discussion and analysis of the SG&A expenses of our consolidated reportable segments as share-based compensation expense is not included in the performance measures of our consolidated reportable segments. Share-based compensation expense is separately discussed further below.
The details of our SG&A expenses are as follows:
| Year ended December 31, | Increase (decrease) |
Organic increase (decrease) |
|||||||||||||||||||||||||||||||||
| 2025 | 2024 | $ | % | $ | % | ||||||||||||||||||||||||||||||
| in millions, except percentages | |||||||||||||||||||||||||||||||||||
|
Telenet
|
$ | 555.0 | $ | 512.2 | $ | 42.8 | 8.4 | $ | 18.0 | 3.5 | |||||||||||||||||||||||||
|
VM Ireland
|
55.5 | 61.9 | (6.4) | (10.3) | (8.9) | (14.4) | |||||||||||||||||||||||||||||
| Total consolidated reportable segments | 610.5 | 574.1 | 36.4 | 6.3 | |||||||||||||||||||||||||||||||
| Plus: all other category | 465.5 | 418.6 | 46.9 | 11.2 | |||||||||||||||||||||||||||||||
| Less: elimination of intercompany consolidated SG&A expenses | (9.2) | (4.6) | (4.6) | N.M. | |||||||||||||||||||||||||||||||
| Total consolidated (excluding share-based compensation expense) | 1,066.8 | 988.1 | 78.7 | 8.0 | $ | (20.7) | (2.0) | ||||||||||||||||||||||||||||
| Share-based compensation expense | 156.8 | 150.5 | 6.3 | 4.2 | |||||||||||||||||||||||||||||||
| Total consolidated | $ | 1,223.6 | $ | 1,138.6 | $ | 85.0 | 7.5 | ||||||||||||||||||||||||||||
______________
N.M. - Not Meaningful.
Supplemental SG&A expense information
| Year ended December 31, | Increase | Organic increase (decrease) | |||||||||||||||||||||||||||||||||
| 2025 | 2024 | $ | % | $ | % | ||||||||||||||||||||||||||||||
| in millions, except percentages | |||||||||||||||||||||||||||||||||||
| General and administrative (a) | $ | 724.9 | $ | 686.6 | $ | 38.3 | 5.6 | $ | (22.2) | (3.1) | |||||||||||||||||||||||||
| External sales and marketing | 341.9 | 301.5 | 40.4 | 13.4 | 1.5 | 0.5 | |||||||||||||||||||||||||||||
| Total | $ | 1,066.8 | $ | 988.1 | $ | 78.7 | 8.0 | $ | (20.7) | (2.0) | |||||||||||||||||||||||||
______________
(a)General and administrative expenses include all personnel-related costs within our SG&A expenses, including personnel-related costs associated with our sales and marketing function.
Our SG&A expenses (exclusive of share-based compensation expense) increased $78.7 million or 8.0% during 2025, as compared to 2024. This increase includes an increase of $58.1 million attributable to the impact of the Formula E Acquisition. On an organic basis, our SG&A expenses decreased $20.7 million or 2.0%. This decrease is primarily due to a decrease in personnel costs of $16.2 million or 3.1%, primarily due to the net effect of (i) higher average costs per employee, including an increase at Telenet, (ii) lower staffing levels and (iii) lower incentive compensation costs.
II-15
Share-based compensation expense
Our share-based compensation expense primarily relates to the share-based incentive awards issued by Liberty Global to its employees and employees of its subsidiaries. A summary of our aggregate share-based compensation expense is set forth below:
| Year ended December 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| in millions | |||||||||||
|
Liberty Global (a):
|
|||||||||||
| Non-performance based incentive awards | $ | 83.5 | $ | 113.9 | |||||||
| Performance based incentive awards | 46.9 | 18.6 | |||||||||
| Other (b) | 35.0 | 29.7 | |||||||||
|
Total Liberty Global
|
165.4 | 162.2 | |||||||||
| Other | 4.0 | 6.1 | |||||||||
| Total | $ | 169.4 | $ | 168.3 | |||||||
| Included in: | |||||||||||
| Other operating expenses | $ | 12.6 | $ | 17.8 | |||||||
|
Total SG&A expenses
|
156.8 | 150.5 | |||||||||
| Total | $ | 169.4 | $ | 168.3 | |||||||
_______________
(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.
(b)Represents annual incentive compensation and defined contribution plan liabilities that have been or are expected to be settled in Liberty Global common shares. In the case of annual incentive compensation, shares have been or will be issued to senior management and key employees pursuant to a shareholding incentive program. The shareholding incentive program allows these employees to elect to receive up to 100% of their annual incentive compensation in common shares of Liberty Global in lieu of cash. In addition, amounts include compensation expense related to the Liberty Growth Incentive Plans.
For additional information concerning our share-based compensation, see note 15 to our consolidated financial statements.
Depreciation and amortization expense
Our depreciation and amortization expense was $1,038.9 million and $1,002.0 million during 2025 and 2024, respectively. Excluding the effects of FX, depreciation and amortization expense decreased $9.5 million or 0.9% during 2025, as compared to 2024. This decrease is primarily due to the net effect of (i) a decrease associated with certain assets becoming fully depreciated, primarily 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.
II-16
Impairment, restructuring and other operating items, net
We recognized impairment, restructuring and other operating items, net, of $90.0 million and $49.6 million during 2025 and 2024, respectively.
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 2024 amount primarily includes (i) restructuring costs of $25.3 million, including amounts at Telenet, and (ii) a provision for legal contingencies of $20.7 million.
If, among other factors, the adverse impacts of economic, competitive, regulatory or other factors were to cause our results of operations or cash flows to be worse than anticipated, we could conclude in future periods that impairment charges are required in order to reduce the carrying values of our goodwill and, to a lesser extent, other long-lived assets. Any such impairment charges could be significant.
For additional information regarding our impairments, see Critical Accounting Policies, Judgments and Estimates - Impairment of Goodwillbelow.
Interest expense
We recognized interest expense of $497.5 million and $574.7 million during 2025 and 2024, respectively. Excluding the effects of FX, interest expense decreased $97.8 million or 17.0% during 2025, as compared to 2024. This decrease is primarily attributable to a lower weighted average interest rate and a lower average outstanding debt balance. For additional information regarding our outstanding indebtedness, see note 11 to our consolidated financial statements.
It is possible that the interest rates on (i) any new borrowings could be higher than the current interest rates on our existing indebtedness and (ii) our variable-rate indebtedness could increase in future periods. As further discussed in note 8 to our consolidated financial statements and under Item 7A. Qualitative and Quantitative Disclosures about Market Riskbelow, we use derivative instruments to manage our interest rate risks.
Realized and unrealized gains (losses) on derivative instruments, net
Our realized and unrealized gains or losses on derivative instruments include (i) unrealized changes in the fair values of our derivative instruments that are non-cash in nature until such time as the derivative contracts are fully or partially settled and (ii) realized gains or losses upon the full or partial settlement of the derivative contracts. The details of our realized and unrealized gains (losses) on derivative instruments, net, are as follows:
| Year ended December 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| in millions | |||||||||||
| Cross-currency and interest rate derivative contracts (a) | $ | (348.7) | $ | 323.7 | |||||||
| Equity-related derivative instruments (b) | (207.6) | (38.6) | |||||||||
| Foreign currency forward and option contracts | (11.1) | 30.0 | |||||||||
| Other | - | 0.1 | |||||||||
| Total | $ | (567.4) | $ | 315.2 | |||||||
_______________
(a)The loss during 2025 is primarily attributable to the net effect of (i) a net loss associated with changes in the relative value of certain currencies and (ii) a net gain associated with changes in certain market interest rates. 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 (a) a net gain associated with changes in the relative value of certain currencies and (b) 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.
II-17
(b)The recurring fair value measurements of our equity-related derivative instruments are based on Black-Scholes pricing models. For additional information, see note 9 to our consolidated financial statements. For additional information regarding the Vodafone Collar, which was fully settled in 2025, see note 7 to our consolidated financial statements.
For additional information concerning our derivative instruments, see note 8 to our consolidated financial statements and Item 7A. Quantitative and Qualitative Disclosures about Market Risk below.
Foreign currency transaction gains (losses), net
Our foreign currency transaction gains or losses primarily result from the remeasurement of monetary assets and liabilities that are denominated in currencies other than the underlying functional currency of the applicable entity. Unrealized foreign currency transaction gains or losses are computed based on period-end exchange rates and are non-cash in nature until such time as the amounts are settled. The details of our foreign currency transaction gains (losses), net, are as follows:
| Year ended December 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| in millions | |||||||||||
| Intercompany balances denominated in a currency other than the entity's functional currency (a) | $ | (3,535.1) | $ | 1,964.0 | |||||||
| U.S. dollar-denominated debt issued by euro functional currency entities | 417.9 | (217.7) | |||||||||
| Cash and restricted cash denominated in a currency other than the entity's functional currency | (3.2) | 8.8 | |||||||||
| Other | (0.7) | 1.4 | |||||||||
| Total | $ | (3,121.1) | $ | 1,756.5 | |||||||
_______________
(a)Amounts primarily relate to loans between certain of our non-operating subsidiaries in Europe.
For information regarding how we manage our exposure to foreign currency risk, see Item 7A. Quantitative and Qualitative Disclosures about Market Risk - Foreign Currency Risk below.
II-18
Realized and unrealized gains (losses) due to changes in fair values of certain investments, net
Our realized and unrealized gains or losses due to changes in fair values of certain investments include unrealized gains or losses associated with changes in fair values that are non-cash in nature until such time as these gains or losses are realized through cash transactions. For additional information regarding our investments and fair value measurements, see notes 7 and 9, respectively, to our consolidated financial statements. The details of our realized and unrealized gains (losses) due to changes in fair values of certain investments, net, are as follows:
| Year ended December 31, | |||||||||||
| 2025 | 2024 | ||||||||||
|
|
in millions | ||||||||||
|
Vodafone
|
$ | 207.7 | $ | 57.4 | |||||||
|
Televisa Univision
|
(55.3) | (52.1) | |||||||||
|
ITV
|
36.8 | 46.9 | |||||||||
|
Lionsgate (a)
|
16.1 | (16.2) | |||||||||
|
Plume
|
(8.9) | (95.4) | |||||||||
|
Aviatrix
|
(5.8) | (24.5) | |||||||||
|
EdgeConneX
|
4.6 | 147.6 | |||||||||
|
SMAs
|
(2.0) | 33.7 | |||||||||
|
Lacework (b)
|
- | (75.8) | |||||||||
|
Pax8 (c)
|
- | (27.9) | |||||||||
| Other, net | (45.4) | (22.1) | |||||||||
| Total | $ | 147.8 | $ | (28.4) | |||||||
_______________
(a)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. See note 7 to our consolidated financial statements for more information on the Lionsgate Separation.
(b)We completed the sale of our investment in Lacework during the third quarter of 2024.
(c)We completed the sale of our investment in Pax8 during the fourth quarter of 2024.
Losses on debt extinguishment, net
We recognized a net loss on debt extinguishment of $20.1 million during 2025 related to the write-off of unamortized deferred financing costs and discounts. For additional information concerning our losses on debt extinguishment, net, see note 11 to our consolidated financial statements.
II-19
Share of results of affiliates, net
The following table sets forth the details of our share of results of affiliates, net:
| Year ended December 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| in millions | |||||||||||
|
VMO2 JV (a)
|
$ | (2,921.4) | $ | (29.0) | |||||||
|
VodafoneZiggo JV (b)
|
(99.0) | (69.3) | |||||||||
|
nexfibre JV
|
(76.3) | (2.2) | |||||||||
|
AtlasEdge JV
|
(73.0) | (40.9) | |||||||||
|
Formula E (c)
|
- | (29.1) | |||||||||
|
All3Media (d)
|
- | (15.5) | |||||||||
| Other, net | (17.2) | (19.6) | |||||||||
| Total | $ | (3,186.9) | $ | (205.6) | |||||||
_______________
(a)Represents (i) our share of the results of operations of the VMO2 JV and (ii) for 2024, 100% of the share-based compensation expense associated with Liberty Global awards granted to VMO2 JV employees who were formerly employees of Liberty Global prior to the VMO2 JV formation, as these awards remain our responsibility. The summarized results of operations of the VMO2 JV are set forth below:
| Year ended December 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| in millions | |||||||||||
| Revenue | $ | 13,335.2 | $ | 13,649.7 | |||||||
|
Adjusted EBITDA
|
$ | 4,662.8 | $ | 4,503.4 | |||||||
|
Operating income (loss) (1) (2)
|
$ | (4,280.8) | $ | 1,037.8 | |||||||
| Non-operating expense (3) | $ | (1,797.9) | $ | (1,004.7) | |||||||
| Net earnings (loss) (2) | $ | (5,766.5) | $ | 1.7 | |||||||
_______________
(1)Includes depreciation and amortization expense of $3,709.4 million and $3,311.7 million, respectively.
(2)The 2025 amount includes a charge of £3.8 billion ($5.0 billion at the applicable rate) related to the VMO2 JV's goodwill impairment, as described in note 7 to our consolidated financial statements.
(3)Includes interest expense of $1,606.6 million and $1,634.7 million, respectively.
The change in the VMO2 JV's revenue during 2025, as compared to 2024, is primarily due to the net effect of (i) a decrease in other revenue related to low-margin construction activity from the nexfibre JV, (ii) a decrease in mobile revenue due to lower handset revenue and (iii) an increase in B2B fixed revenue due to the VMO2 JV's consolidation of the Daisy Group following the merger of the B2B operations of O2 and Daisy, with each revenue category as defined and reported by the VMO2 JV. The change in the VMO2 JV's Adjusted EBITDA during 2025, as compared to 2024, is primarily due to the net effect of (a) a provision for legal matters in 2025 of approximately $32 million, (b) a handset inventory-related insurance recovery during 2025 of approximately $27 million related to a loss recognized in 2024, (c) cost efficiencies, (d) a decrease in the nexfibre JV construction impact to Adjusted EBITDA and (e) the aforementioned changes in revenue. 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 $57.7 million and $55.4 million, respectively, representing 100% of the interest earned on the VodafoneZiggo JV Receivables. The summarized results of operations of the VodafoneZiggo JV are set forth below:
II-20
| Year ended December 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| in millions | |||||||||||
| Revenue | $ | 4,518.5 | $ | 4,450.5 | |||||||
|
Adjusted EBITDA
|
$ | 1,977.7 | $ | 2,033.9 | |||||||
| Operating income (1) | $ | 130.8 | $ | 321.0 | |||||||
| Non-operating expense (2) | $ | (582.6) | $ | (707.3) | |||||||
| Net loss | $ | (323.4) | $ | (257.1) | |||||||
_______________
(1)Includes depreciation and amortization expense of $1,771.6 million and $1,696.3 million, respectively.
(2)Includes interest expense of $762.4 million and $822.9 million, respectively.
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. The change in the VodafoneZiggo JV's Adjusted EBITDA during 2025, as compared to 2024, is primarily due to the net effect of (a) the aforementioned change in revenue, (b) an increase in consulting costs, (c) higher programming costs and (d) cost control measures in customer service, labor and energy costs. In addition, the reported revenue and Adjusted EBITDA amounts are impacted by FX.
(c)Includes our share of results of Formula E prior to the Formula E Acquisition Date.
(d)We completed the sale of our investment in All3Media during the second quarter of 2024.
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.
For additional information regarding our equity method investments, see note 7 to our consolidated financial statements.
Gain on sale of All3Media
In connection with the sale of All3Media, we recognized a gain of $242.9 million during 2024.
Gain associated with the Formula E Acquisition
In connection with the Formula E Acquisition, we recognized a gain of $190.7 million during 2024. For additional information, see note 5 to our consolidated financial statements.
Other income, net
We recognized other income, net, of $96.0 million and $201.8 million during 2025 and 2024, respectively. These amounts include interest and dividend income of $98.1 million and $199.3 million, respectively.
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Income tax benefit (expense)
We recognized income tax benefit of $75.8 million and $30.8 million during 2025 and 2024, respectively.
The income tax benefit during 2025 differs from the expected income tax benefit of $1,075.9 million (based on the Bermuda statutory income tax rate of 15.0%), primarily due to the net negative impact of (i) non-deductible or non-taxable foreign currency exchange results and (ii) certain permanent differences between the financial and tax accounting treatment of items associated with investments in subsidiaries and affiliates. The net negative impact of these items was partially offset by the net positive impact of statutory rates in certain jurisdictions in which we operate that are different than the Bermuda statutory income tax rate.
The income tax benefit during 2024 differs from the expected income tax expense of $459.6 million (based on the U.K. income tax rate of 25.0%), primarily due to the net positive impact of (i) non-deductible or non-taxable foreign currency exchange results and (ii) the recognition of previously unrecognized tax benefits. The net positive impact of these items was partially offset by the net negative impact of certain permanent differences between the financial and tax accounting treatment of interest and other expenses.
For additional information concerning our income taxes, see note 13 to our consolidated financial statements.
Earnings (loss) from continuing operations
During 2025 and 2024, we reported earnings (loss) from continuing operations of ($7,096.7 million) and $1,869.1 million, respectively, consisting of (i) operating losses of $23.3 million and $60.1 million, respectively, (ii) net non-operating income (expense) of ($7,149.2 million) and $1,898.4 million, respectively, and (iii) income tax benefit of $75.8 million and $30.8 million, respectively.
Gains or losses associated with (i) changes in the fair values of derivative instruments, (ii) movements in foreign currency exchange rates and (iii) the disposition of assets and changes in ownership are subject to a high degree of volatility and, as such, any gains from these sources do not represent a reliable source of income. In the absence of significant gains in the future from these sources or from other non-operating items, our ability to achieve earnings is largely dependent on our ability to increase our aggregate operating income to a level that more than offsets the aggregate amount of our (a) interest expense, (b) other non-operating expenses and (c) income tax expense.
Due largely to the fact that we seek to maintain our debt at levels that provide for attractive equity returns, as discussed under Liquidity and Capital Resources - Capitalization below, we expect we will continue to report significant levels of interest expense for the foreseeable future. For information concerning our expectations with respect to trends that may affect certain aspects of our operating results in future periods, see the discussion under Overview above. For information concerning the reasons for changes in specific line items in our consolidated statements of operations, see Discussion and Analysis of our Reportable Segments and Discussion and Analysis of our Consolidated Operating Results above.
Loss from discontinued operations, net of taxes
We reported a loss from discontinued operations, net of taxes, of $223.2 million during 2024 related to the operations of the Sunrise Entities. For additional information, see note 6 to our consolidated financial statements.
Net earnings attributable to noncontrolling interests
Net earnings attributable to noncontrolling interests were $41.4 million and $57.9 million during 2025 and 2024, respectively, attributable to certain noncontrolling interests at Telenet and Formula E.
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Liquidity and Capital Resources
Sources and Uses of Cash
We are a holding company that is dependent on the capital resources of our subsidiaries to satisfy our liquidity requirements at the corporate level. Each of our significant operating subsidiaries is separately financed within one of our two subsidiary "borrowing groups." These borrowing groups include the respective restricted parent and subsidiary entities within Telenet and VM Ireland. Although our borrowing groups typically generate cash from operating activities, the terms of the instruments governing the indebtedness of these borrowing groups may restrict our ability to access the liquidity of these subsidiaries. In addition, our ability to access the liquidity of these and other subsidiaries may be limited by tax and legal considerations, the presence of noncontrolling interests and other factors.
Cash, cash equivalents and SMAs
The details of the U.S. dollar equivalent balances of our consolidated cash and cash equivalents and investments held under SMAs at December 31, 2025 are set forth in the following table (in millions):
| Cash and cash equivalents held by: | |||||
|
Liberty Global and unrestricted subsidiaries:
|
|||||
|
Liberty Global (a)
|
$ | - | |||
| Unrestricted subsidiaries (b) | 914.3 | ||||
|
Total Liberty Global and unrestricted subsidiaries
|
914.3 | ||||
| Borrowing groups (c): | |||||
|
Telenet
|
1,134.3 | ||||
|
VM Ireland
|
32.8 | ||||
| Total borrowing groups | 1,167.1 | ||||
| Total cash and cash equivalents (d) | 2,081.4 | ||||
|
Investments held under SMAs (e)
|
76.2 | ||||
|
Total cash and cash equivalents and investments held under SMAs
|
$ | 2,157.6 | |||
_______________
(a)Represents the amount held by Liberty Global on a standalone basis.
(b)Represents the aggregate amount held by subsidiaries that are outside of our borrowing groups.
(c)Represents the aggregate amounts held by the parent entity and restricted subsidiaries of our borrowing groups.
(d)The total cash and cash equivalents balance includes $1,336.6 million or 64.2%, $384.1 million or 18.5% and $357.8 million or 17.2% denominated in euros, U.S. dollars and British pound sterling, respectively.
(e)The balance of our investments held under SMAs is held by unrestricted subsidiaries of Liberty Global and includes $75.0 million or 98.4% denominated in U.S. dollars.
For additional information regarding our cash and cash equivalents and investments held under SMAs, see the discussion under Item 7A. Quantitative and Qualitative Disclosures about Market Risk - Cash and Investments below.
Liquidity of Liberty Global and its unrestricted subsidiaries
The $914.3 million of aggregate cash and cash equivalents held by unrestricted subsidiaries, subject to certain tax and legal considerations, together with the $76.2 million of investments held under SMAs, represented available liquidity at the corporate level at December 31, 2025. Our remaining cash and cash equivalents of $1,167.1 million at December 31, 2025 were held by our borrowing groups, as set forth in the table above. As noted above, various factors may limit our ability to access the cash of our borrowing groups. For information regarding certain limitations imposed by our subsidiaries' debt instruments at December 31, 2025, see note 11 to our consolidated financial statements.
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Our short-term sources of corporate liquidity include (i) readily available assets, such as (a) cash and cash equivalents held by Liberty Global and, subject to certain tax and legal considerations, Liberty Global's unrestricted subsidiaries, and (b) investments held under SMAs, and (ii) funds derived from other items, such as (a) interest and dividend income received on our and, subject to certain tax and legal considerations, our unrestricted subsidiaries' cash and cash equivalents and investments, including dividend distributions received from the VMO2 JV or the VodafoneZiggo JV, (b) cash received with respect to transitional and other services provided to various third parties and affiliates and (c) interest received with respect to the VodafoneZiggo JV Receivables.
From time to time, Liberty Global and its unrestricted subsidiaries may also receive (i) proceeds in the form of dividend distributions or loan repayments from Liberty Global's borrowing groups or affiliates (including amounts from the VMO2 JV or the VodafoneZiggo JV) upon (a) the completion of recapitalizations, refinancings, asset sales or similar transactions by these entities or (b) the accumulation of excess cash from operations or other means, (ii) proceeds upon the disposition of investments and other assets of Liberty Global and its unrestricted subsidiaries, such as the sale of All3Media, and (iii) proceeds in connection with the incurrence of debt by Liberty Global or its unrestricted subsidiaries or the issuance of equity securities by Liberty Global, including equity securities issued to satisfy subsidiary obligations. No assurance can be given that any external funding would be available to Liberty Global or its unrestricted subsidiaries on favorable terms, or at all.
At December 31, 2025, our consolidated cash and cash equivalents included $2,081.4 million held by entities that are domiciled outside of Bermuda. Based on our assessment of our ability to access the liquidity of our subsidiaries on a tax efficient basis and our expectations with respect to our corporate liquidity requirements, we do not anticipate that tax considerations will adversely impact our corporate liquidity over the next 12 months. Our ability to access the liquidity of our subsidiaries on a tax efficient basis is a consideration in assessing any potential share repurchase activity.
In addition, the amount of cash we receive from our subsidiaries and affiliates to satisfy U.S. dollar-denominated liquidity requirements is impacted by fluctuations in exchange rates, particularly with regard to the translation of euros and British pound sterling into U.S. dollars. In this regard, the strengthening (weakening) of the U.S. dollar against these currencies will result in decreases (increases) in the U.S. dollars received from the applicable subsidiaries and affiliates to fund the repurchase of our equity securities and other U.S. dollar-denominated liquidity requirements.
Our short- and long-term liquidity requirements include corporate general and administrative expenses and, from time to time, cash requirements in connection with (i) the repayment of third-party and intercompany debt, (ii) the satisfaction of contingent liabilities, (iii) acquisitions, (iv) the repurchase of equity and debt securities, (v) other investment opportunities, (vi) any funding requirements of our subsidiaries and affiliates or (vii) income tax payments.
During 2025, the aggregate amount of our share repurchases, including direct acquisition costs, was $192.1 million. As of the date of this Annual Report on Form 10-K, no new share repurchase program has been approved for 2026, and therefore, at this time, we are not authorized to repurchase any shares during 2026. For additional information regarding our share repurchase programs, see note 14 to our consolidated financial statements.
Liquidity of borrowing groups
The cash and cash equivalents of our borrowing groups are detailed in the table above. In addition to cash and cash equivalents, the primary sources of liquidity of our borrowing groups are cash provided by operations and borrowing availability under their respective debt instruments. For the details of the borrowing availability of our borrowing groups at December 31, 2025, see note 11 to our consolidated financial statements. The aforementioned sources of liquidity may be supplemented in certain cases by contributions and/or loans from Liberty Global and its unrestricted subsidiaries.
The liquidity of our borrowing groups generally is used to fund (i) property and equipment additions, (ii) debt service requirements and (iii) income tax payments, as well as to settle certain obligations that are not included on our December 31, 2025 consolidated balance sheet. In this regard, we have significant commitments related to (a) purchase obligations associated with CPE and certain service-related commitments, (b) certain operating costs associated with our networks and (c) programming, studio output and sports rights contracts. These obligations are expected to represent a significant liquidity requirement of our borrowing groups, a significant portion of which is due over the next 12 to 24 months. For additional information regarding our commitments, see note 18 to our consolidated financial statements.
From time to time, our borrowing groups may also require liquidity in connection with (i) acquisitions and other investment opportunities, (ii) loans to Liberty Global or its unrestricted subsidiaries, (iii) capital distributions to Liberty Global and other equity owners or (iv) the satisfaction of contingent liabilities. No assurance can be given that any external funding would be available to our borrowing groups on favorable terms, or at all.
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For additional information regarding our consolidated cash flows, see the discussion under Consolidated Statements of Cash Flows below.
Capitalization
We seek to maintain our debt at levels that provide for attractive equity returns without assuming undue risk. In this regard, we generally seek to cause our operating subsidiaries to maintain their debt at levels that result in a consolidated debt balance (measured using subsidiary debt figures at swapped foreign currency exchange rates, consistent with the covenant calculation requirements of our subsidiary debt agreements) that is between four and six times our consolidated Adjusted EBITDA, although the timing of our acquisitions and financing transactions and the interplay of average and spot foreign currency rates may impact this ratio. 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.
Our ability to service or refinance our debt and to maintain compliance with the leverage covenants in the credit agreements and indentures of our borrowing groups is dependent primarily on our ability to maintain or increase the Adjusted EBITDA of our operating subsidiaries and to achieve adequate returns on our property and equipment additions and acquisitions. In addition, our ability to obtain additional debt financing is limited by the incurrence-based leverage covenants contained in the various debt instruments of our borrowing groups. For example, if the Adjusted EBITDA of one of our borrowing groups were to decline, our ability to obtain additional debt could be limited. Under our credit facilities and senior secured notes there is no cross-default risk between subsidiary borrowing groups in the event that one or more of our borrowing groups were to experience significant declines in their Adjusted EBITDA to the extent they were no longer able to service their debt obligations. Any mandatory prepayment events or events of default that may occur would only impact the relevant borrowing group in which these events occur and do not allow for any recourse to other borrowing groups or Liberty Global Ltd. Our credit facilities and senior secured notes require that certain members of the relevant borrowing group guarantee the payment of all sums payable thereunder and such group members are required to grant first-ranking security over their shares or, in certain borrowing groups, over substantially all of their assets to secure the payment of all sums payable thereunder. At December 31, 2025, each of our borrowing groups was in compliance with its debt covenants. In addition, we do not anticipate any instances of non-compliance with respect to the debt covenants of our borrowing groups that would have a material adverse impact on our liquidity during the next 12 months.
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. All of our consolidated debt and finance lease obligations have been borrowed or incurred by our subsidiaries at December 31, 2025.
We believe we have sufficient resources to repay or refinance the current portion of our debt and finance lease obligations and to fund our foreseeable liquidity requirements and our operations during the next 12 months. However, as our maturing debt grows in later years, we anticipate we will seek to refinance or otherwise extend our debt maturities. No assurance can be given that we will be able to complete these refinancing transactions or otherwise extend our debt maturities. In this regard, it is not possible to predict how political and economic conditions, sovereign debt concerns or any adverse regulatory developments could impact the credit and equity markets we access and, accordingly, our future liquidity and financial position. Our ability to access debt financing on favorable terms, or at all, could be adversely impacted by (i) the financial failure of any of our counterparties, which could (a) reduce amounts available under committed credit facilities and (b) adversely impact our ability to access cash deposited with any failed financial institution, and (ii) tightening of the credit markets. In addition, any weakness in the equity markets could make it less attractive to use our shares to satisfy contingent or other obligations, and sustained or increased competition, particularly in combination with adverse economic or regulatory developments, could have an unfavorable impact on our cash flows and liquidity.
For additional information concerning our debt and finance lease obligations, see notes 11 and 12, respectively, to our consolidated financial statements.
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Consolidated Statements of Cash Flows
General. Our cash flows are subject to significant variations due to FX. See related discussion under Item 7A. Quantitative and Qualitative Disclosures about Market Risk - Foreign Currency Risk below.
Summary.The 2025 and 2024 consolidated statements of cash flows of our continuing operations are summarized as follows:
| Year ended December 31, | |||||||||||||||||
| 2025 | 2024 | Change | |||||||||||||||
| in millions | |||||||||||||||||
| Net cash provided by operating activities | $ | 1,211.1 | $ | 1,331.2 | $ | (120.1) | |||||||||||
| Net cash provided (used) by investing activities | (874.9) | 1,145.5 | (2,020.4) | ||||||||||||||
| Net cash used by financing activities | (226.1) | (806.2) | 580.1 | ||||||||||||||
| Effect of exchange rate changes on cash and cash equivalents and restricted cash | 154.7 | (64.0) | 218.7 | ||||||||||||||
| Net increase in cash and cash equivalents and restricted cash | $ | 264.8 | $ | 1,606.5 | $ | (1,341.7) | |||||||||||
Operating Activities.The decrease in net cash provided by operating 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, (v) an increase due to FX and (vi) an increase in cash provided due to lower payments 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 during the second quarter of 2025. As further described in note 7, the Vodafone Collar and Vodafone Collar Loan were settled in full through a non-cash transaction during the third quarter of 2025. For additional information regarding the Vodafone Collar and Vodafone Collar Loan, see notes 7 and 11, respectively, to our consolidated financial 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.
Investing Activities.The change in net cash provided (used) by investing activities is primarily attributable to the net effect of (i) a decrease in cash of $1,235.7 million associated with lower net cash received from the sale of our investments, primarily related to the net effect of (a) lower net cash received from the sale of our investments held under SMAs and (b) €82.8 million ($95.5 million at the applicable rate) of net proceeds from the partial sale of our investment in Vodafone during the second quarter of 2025, (ii) a decrease in cash of $434.6 million due to higher capital expenditures, (iii) a decrease in cash of $411.7 million in connection with the sale of our investment in All3Media during 2024, (iv) an increase in cash of $199.1 million in connection with the Formula E Acquisition during 2024 and (v) a decrease in cash of $197.4 million due to lower dividend distributions received from the VMO2 JV. Capital expenditures increased from $908.5 million during the year ended December 31, 2024 to $1,343.1 million during the year ended December 31, 2025, primarily due to (a) an increase in our net local currency capital expenditures and related working capital movements, including the impact of higher capital-related vendor financing, and (b) an increase due to FX.
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The capital expenditures we report in our consolidated statements of cash flows do not include amounts that are financed under capital-related vendor financing or finance lease arrangements. Instead, these amounts are reflected as non-cash additions to our property and equipment when the underlying assets are delivered and as repayments of debt when the principal is repaid. In this discussion, we refer to (i) our capital expenditures as reported in our consolidated statements of cash flows, which exclude amounts financed under capital-related vendor financing or finance lease arrangements, and (ii) our total consolidated property and equipment additions, which include our capital expenditures on an accrual basis and amounts financed under capital-related vendor financing or finance lease arrangements. For further details regarding our property and equipment additions, see note 19 to our consolidated financial statements. A reconciliation of our consolidated property and equipment additions to our consolidated capital expenditures, as reported in our consolidated statements of cash flows, is set forth below:
| Year ended December 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| in millions | |||||||||||
| Property and equipment additions | $ | 1,362.8 | $ | 1,061.9 | |||||||
|
Assets acquired under capital-related vendor financing arrangements
|
(85.5) | (76.8) | |||||||||
| Assets acquired under finance leases | (1.1) | (7.4) | |||||||||
|
Changes in current liabilities related to capital expenditures
|
66.9 | (69.2) | |||||||||
| Capital expenditures, net | $ | 1,343.1 | $ | 908.5 | |||||||
The increase in our property and equipment additions during 2025, as compared to 2024, is primarily due to (i) an increase in local currency expenditures of our subsidiaries due to the net effect of (a) an increase in expenditures for new build and upgrade projects, (b) an increase in expenditures for the purchase and installation of CPE and (c) a decrease in expenditures to support new customer products and operational efficiency initiatives, and (ii) an increase due to FX. During 2025 and 2024, our property and equipment additions represented 27.9% and 24.5% of revenue, respectively.
We expect our 2026 property and equipment additions to increase as compared to our 2025 property and equipment additions. The actual amount of our 2026 property and equipment additions may vary from our expectations for a variety of reasons, including (i) changes in (a) the competitive or regulatory environment, (b) business plans, (c) our expected future operating results or (d) foreign currency exchange rates, and (ii) the availability of sufficient capital. Accordingly, no assurance can be given that our actual property and equipment additions will not vary materially from our expectations.
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 $497.7 million due to lower repurchases of Liberty Global common shares, (ii) a decrease in cash used of $128.4 million due to a decrease in cash and cash equivalents and restricted cash contributed to Sunrise in connection with the Spin-off in 2024, (iii) an increase in cash used of $104.5 million due to higher net repayments of debt, including €78.2 million ($90.2 million at the applicable rate) associated with the partial settlement of the Vodafone Collar Loan during the second quarter of 2025, and (iv) a decrease in cash used of $77.3 million due to higher net cash receipts 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 during the second quarter of 2025.
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Adjusted Free Cash Flow
We define adjusted free cash flow as net cash provided by the operating activities of our continuing operations, plus operating-related vendor financed expenses (which represents an increase in the period to our actual cash available as a result of extending vendor payment terms beyond normal payment terms, which are typically 90 days or less, through non-cash financing activities), less (i) cash payments in the period for capital expenditures, (ii) principal payments on operating- and capital-related amounts financed by vendors and intermediaries (which represents a decrease in the period to our actual cash available as a result of paying amounts to vendors and intermediaries where we previously had extended vendor payments beyond the normal payment terms) and (iii) principal payments on finance leases (which represents a decrease in the period to our actual cash available), each as reported in our consolidated statements of cash flows, with each item excluding any cash provided or used by our discontinued operations. Net cash provided by operating activities of our continuing operations includes cash paid for third-party costs directly associated with successful and unsuccessful acquisitions and dispositions of $5.5 million and $9.1 million during 2025 and 2024, respectively.
We believe our presentation of adjusted free cash flow, which is a non-GAAP measure, provides useful information to our investors because this measure can be used to gauge our ability to (i) service debt and (ii) fund new investment opportunities after consideration of all actual cash payments related to our working capital activities and expenses that are capital in nature whether paid inside normal vendor payment terms or paid later outside normal vendor payment terms (in which case we typically pay in less than 365 days). Adjusted free cash flow should not be understood to represent our ability to fund discretionary amounts, as we have various mandatory and contractual obligations, including debt repayments, that are not deducted to arrive at these amounts. Investors should view adjusted free cash flow as a supplement to, and not a substitute for, GAAP measures of liquidity included in our consolidated statements of cash flows. Further, our adjusted free cash flow may differ from how other companies define and apply their definition of adjusted free cash flow.
The following table provides the details of our adjusted free cash flow:
| Year ended December 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| in millions | |||||||||||
| Net cash provided by operating activities of our continuing operations | $ | 1,211.1 | $ | 1,331.2 | |||||||
| Operating-related vendor financing additions (a) | 312.4 | 372.3 | |||||||||
| Cash capital expenditures, net | (1,343.1) | (908.5) | |||||||||
| Principal payments on operating-related vendor financing | (369.4) | (363.7) | |||||||||
| Principal payments on capital-related vendor financing | (79.6) | (114.0) | |||||||||
| Principal payments on finance leases | (5.4) | (5.6) | |||||||||
| Adjusted free cash flow | $ | (274.0) | $ | 311.7 | |||||||
_______________
(a)For purposes of our consolidated statements of cash flows, operating-related vendor financing additions represent operating-related expenses financed by an intermediary that are treated as constructive operating cash outflows and constructive financing cash inflows when the intermediary settles the liability with the vendor. When we pay the financing intermediary, we record financing cash outflows in our consolidated statements of cash flows. For purposes of our adjusted free cash flow definition, we (i) add in the constructive financing cash inflow when the intermediary settles the liability with the vendor as our actual net cash available at that time is not affected and (ii) subsequently deduct the related financing cash outflow when we actually pay the financing intermediary, reflecting the actual reduction to our cash available to service debt or fund new investment opportunities.
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Critical Accounting Policies, Judgments and Estimates
In connection with the preparation of our consolidated financial statements, we make estimates and assumptions that affect the reported amounts of assets and liabilities, revenue and expenses and related disclosure of contingent assets and liabilities. Critical accounting policies are defined as those policies that are reflective of significant judgments, estimates and uncertainties, which would potentially result in materially different results under different assumptions and conditions. We believe the following accounting policies are critical in the preparation of our consolidated financial statements because of the judgment necessary to account for these matters and the significant estimates involved, which are susceptible to change:
•Impairment of goodwill;
•Costs associated with the capitalization of property and equipment;
•Fair value measurements; and
•Income tax accounting.
We have discussed the selection of the aforementioned critical accounting policies with the audit committee of our board of directors. For additional information concerning our significant accounting policies, see note 3 to our consolidated financial statements.
Impairment of Goodwill
Carrying Value. The aggregate carrying value of our goodwill comprised 15.5% of our total assets at December 31, 2025.
We evaluate goodwill for impairment at least annually on October 1 and whenever facts and circumstances indicate that a reporting unit's carrying amount may not be recoverable. For impairment evaluations, we first make a qualitative assessment to determine if the goodwill may be impaired. If it is more-likely-than-not that a reporting unit's fair value is less than its carrying value, we then compare the fair value of the reporting unit to its respective carrying amount. Any excess of the carrying amount over the fair value would be charged to operations as an impairment loss. A reporting unit is an operating segment or one level below an operating segment (referred to as a "component").
When required, considerable management judgment may be necessary to estimate the fair value of reporting units. We determine fair value using an income-based approach (discounted cash flows) based on assumptions in our long-range business plans or a market-based approach (current multiples of comparable public companies and guideline transactions) and, in some cases, a combination of an income-based approach and a market-based approach. With respect to our discounted cash flow analysis used in the income-based approach, the timing and amount of future cash flows under these business plans require estimates of, among other items, subscriber growth and retention rates, rates charged per product, expected gross margins and Adjusted EBITDA margins and expected property and equipment additions. The development of these cash flows, and the discount rate applied to the cash flows, is subject to inherent uncertainties, and actual results could vary significantly from such estimates. Our determination of the discount rate is based on a weighted average cost of capital approach, which uses a market participant's cost of equity and after-tax cost of debt and reflects the risks inherent in the cash flows. Based on the results of our 2025 qualitative assessment of our reporting unit carrying values, we determined that it was more-likely-than-not that fair value exceeded carrying value for all of our reporting units.
During the three years ended December 31, 2025, 2024 and 2023, we did not record any significant impairment charges with respect to our goodwill. For additional information regarding our goodwill, see note 10 to our consolidated financial statements.
If, among other factors, the adverse impacts of economic, competitive, regulatory or other factors were to cause our results of operations or cash flows to be worse than anticipated, we could conclude in future periods that impairment charges are required in order to reduce the carrying values of our goodwill. Any such impairment charges could be significant.
Costs Associated with the Capitalization of Property and Equipment
We capitalize costs associated with the construction of new, or upgrades to existing, fixed and mobile transmission and distribution facilities, the installation of new fixed-line services and the development of internal-use software. Installation activities that are capitalized include (i) the initial connection (or drop) from our fixed-line system to a customer location, (ii) the replacement of a drop and (iii) the installation of equipment for new, or upgrades to existing, fixed-line services. The costs of other customer-facing activities, such as reconnecting customer locations where a drop already exists, disconnecting
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customer locations and repairing or maintaining drops, are expensed as incurred. We capitalize internal and external costs directly associated with the development of internal-use software. Costs related to the development of entertainment- and connectivity-related software that we externally market, or plan to externally market, to third parties are expensed as incurred, as the time period between technological feasibility and product launch is generally limited in duration and the associated costs during said time period are not significant.
We make judgments regarding the construction, upgrade and installation activities to be capitalized and the development of internal-use software. In addition to direct external and internal labor and materials, we also capitalize other costs directly attributable to our construction and installation activities, including dispatch costs, quality-control costs, vehicle-related costs and certain warehouse-related costs. The capitalization of these costs is based on time sheets, standard costs, call tracking systems and other verifiable means that directly link the costs incurred with the applicable capitalizable activity. We continuously monitor the appropriateness of our capitalization policies and update the policies when necessary to respond to changes in facts and circumstances, such as the development of new products and services and changes in the manner that installations, construction or upgrade activities or the development of internal-use software are performed.
Fair Value Measurements
GAAP provides guidance with respect to the recurring and nonrecurring fair value measurements and for a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. Level 1 inputs are quoted market prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 2 inputs are inputs other than quoted market prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 3 inputs are unobservable inputs for the asset or liability.
Recurring Valuations.We perform recurring fair value measurements with respect to our derivative instruments and our fair value method investments. We use (i) cash flow valuation models to determine the fair values of our interest rate and foreign currency derivative instruments and (ii) a Black-Scholes option pricing model to determine the fair values of our equity-related derivative instruments. We use quoted market prices when available and, when not available, we use a combination of an income approach (discounted cash flows) and a market approach (market multiples of similar businesses) to determine the fair value of our fair value method investments. For a detailed discussion of the inputs we use to determine the fair value of our derivative instruments and fair value method investments, see note 9 to our consolidated financial statements. For information concerning our fair value method investments and derivative instruments, see notes 7 and 8, respectively, to our consolidated financial statements.
Changes in the fair values of our derivative instruments and fair value method investments have had, and we believe will continue to have, a significant and volatile impact on our results of operations. During 2025, 2024 and 2023, we recognized net gains (losses) of ($419.6 million), $286.8 million and ($478.3 million), respectively, attributable to changes in the fair values of these items.
As further described in note 9 to our consolidated financial statements, actual amounts received or paid upon the settlement or disposition of these investments and instruments may differ materially from the recorded fair values at December 31, 2025.
For information concerning the sensitivity of the fair value of certain of our more significant derivative instruments to changes in market conditions, see Item 7A. Quantitative and Qualitative Disclosures About Market Risk - Sensitivity Informationbelow.
Nonrecurring Valuations.Our nonrecurring valuations are primarily associated with (i) the application of acquisition accounting, (ii) impairment assessments and (iii) the accounting for our initial investment in significant joint ventures, each of which require that we make fair value determinations as of the applicable valuation date. In making these determinations, we are required to make estimates and assumptions that affect the recorded amounts, including, but not limited to, expected future cash flows, market comparables and discount rates, remaining useful lives of long-lived assets, replacement or reproduction costs of property and equipment and the amounts to be recovered in future periods from acquired net operating losses and other deferred tax assets. To assist us in making these fair value determinations, we may engage third-party valuation specialists. Our estimates in this area impact, among other items, the amount of depreciation and amortization, impairment charges and income tax expense or benefit that we report. Our estimates of fair value are based upon assumptions we believe to be reasonable, but which are inherently uncertain. A significant portion of our long-lived assets were initially recorded through the application of acquisition accounting and all of our long-lived assets are subject to impairment assessments. For additional information, see note 9 to our consolidated financial statements. For information regarding our acquisitions and long-lived assets, see notes 5 and 10, respectively, to our consolidated financial statements.
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Income Tax Accounting
We are required to estimate the amount of income tax payable or refundable for the current year and the deferred tax assets and liabilities for the future tax consequences attributable to differences between the financial statement carrying amounts and income tax basis of assets and liabilities and the expected benefits of utilizing net operating losses and tax credit carryforwards, using enacted tax rates in effect for each taxing jurisdiction in which we operate for the year in which those temporary differences are expected to be recovered or settled. This process requires our management to make assessments regarding the timing and probability of the ultimate tax impact of such items.
Net deferred tax assets are reduced by a valuation allowance if, based on our evaluation of all available evidence, we believe that it is more-likely-than-not such net deferred tax assets will not be realized. Establishing or reducing a tax valuation allowance requires us to make assessments about the timing of future events, including the probability of expected future taxable income and available tax planning strategies. At December 31, 2025, the aggregate valuation allowance provided against deferred tax assets was $2,088.5 million. The actual amount of deferred income tax benefits realized in future periods will likely differ from the net deferred tax assets reflected in our December 31, 2025 consolidated balance sheet due to, among other factors, possible future changes in income tax law, or interpretations thereof, in the jurisdictions in which we operate and differences between estimated and actual future taxable income. Any such factors could have a material effect on our current and deferred tax positions as reported in our consolidated financial statements. A high degree of judgment is required to assess the impact of possible future outcomes on our current and deferred tax positions.
Tax laws in jurisdictions in which we have a presence are subject to varied interpretation, and many tax positions we take are subject to significant uncertainty regarding whether the position will be ultimately sustained after review by the relevant tax authority. We recognize the financial statement effects of a tax position when it is more-likely-than-not, based on technical merits, that the position will be sustained upon examination. The determination of whether the tax position meets the more-likely-than-not threshold requires a facts-based judgment using all information available. In a number of cases, we have concluded that the more-likely-than-not threshold is not met and, accordingly, the amount of tax benefit recognized in our consolidated financial statements is different than the amount taken or expected to be taken in our tax returns. As of December 31, 2025, the amount of unrecognized tax benefits for financial reporting purposes, but taken or expected to be taken in our tax returns, was $141.7 million, of which $88.9 million would have a favorable impact on our effective income tax rate if ultimately recognized, after considering amounts that we would expect to be offset by valuation allowances.
We are required to continually assess our tax positions, and the results of tax examinations or changes in judgment can result in substantial changes to our unrecognized tax benefits.
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