Liberty Global Ltd.
Liberty Global Ltd.
10/30/2025 | Press release | Distributed by Public on 10/30/2025 06:09
Quarterly Report for Quarter Ending September 30, 2025 (Form 10-Q)
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 and the discussion and analysis included in our 2024 10-K, is intended to assist in providing an understanding of changes in our results of operations and financial condition and is organized as follows:
•Forward-Looking Statements. This section provides a description of certain factors that could cause actual results or events to differ materially from anticipated results or events.
•Overview.This section provides a general description of our business and recent events.
•Material Changes in Results of Operations.This section provides an analysis of our results of operations for the three and nine months ended September 30, 2025 and 2024.
•Material Changes in Financial Condition.This section provides an analysis of our corporate and subsidiary liquidity and our condensed consolidated statements of cash flows.
The capitalized terms used below have been defined in the notes to our condensed consolidated financial statements. In the following text, the terms "we," "our," "our company" and "us" may refer, as the context requires, to Liberty Global or collectively to Liberty Global and its subsidiaries.
Unless otherwise indicated, convenience translations into U.S. dollars are calculated, and operational data is presented, as of September 30, 2025.
Forward-Looking Statements
Certain statements in this Quarterly Report on Form 10-Q constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. To the extent that statements in this Quarterly Report are not recitations of historical fact, such statements constitute forward-looking statements, which, by definition, involve risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. In particular, statements under Part I, Item 2.Management's Discussion and Analysis of Financial Condition and Results of Operations,Part I, Item 3. Quantitative and Qualitative Disclosures About Market Risk and Part II, Item 2. Unregistered Sales of Equity Securities and Use of Proceedsmay contain forward-looking statements, including statements regarding our business, product, foreign currency, hedging and finance strategies, our property and equipment additions, subscriber growth and retention rates, competitive, regulatory and economic factors, the timing and impacts of proposed transactions, the maturity of our markets, the potential impact of large-scale health crises on our company, the anticipated impacts of new legislation (or changes to existing rules and regulations), anticipated changes in our revenue, costs or growth rates, our liquidity, credit risks, foreign currency risks, interest rate risks, target leverage levels, debt covenants, our future projected contractual commitments and cash flows, our share repurchase programs and other information and statements that are not historical fact. Where, in any forward-looking statement, we express an expectation or belief as to future results or events, such expectation or belief is expressed in good faith and believed to have a reasonable basis, but there can be no assurance that the expectation or belief will result or be achieved or accomplished. In evaluating these statements, you should consider the risks and uncertainties discussed in Part I, Item 1A. Risk Factorsof our 2024 10-K, as well as the following list of some, but not all, of the factors that could cause actual results or events (including with respect to our affiliates) to differ materially from anticipated results or events:
•economic and business conditions and industry trends in the countries in which we or our affiliates operate;
•the competitive environment in the industries and in the countries in which we or our affiliates operate, including competitor responses to our products and services;
•our ability to manage and adapt to rapid technological changes, including our ability to adequately manage our legacy technologies and the rate at which our current technology becomes obsolete;
•the impact of our future financial performance, or market conditions generally, on the availability, terms and deployment of capital;
•our ability to adequately forecast and plan future network requirements;
•changes in laws, monetary policies and government regulations that may impact the availability or cost of capital and the derivative instruments that hedge certain of our financial risks;
•changes in consumer video, mobile and broadband usage, preferences and habits;
•consumer acceptance of our existing service offerings, including our broadband internet, video, fixed-line telephony, mobile and business service offerings, and of new technology, programming alternatives and other products and services that we may offer in the future;
•the availability of attractive programming for our video services and the costs associated with such programming, including, but not limited to, production costs, retransmission and copyright fees;
•the activities of device manufacturers and our operating companies' ability to secure adequate and timely supply of handsets that experience high demand;
•uncertainties inherent in the development, and integration, of new business lines and business strategies;
•our ability to increase revenue from business services offered to our affiliates and other third parties;
•the availability, cost and regulation of spectrum used in our business and our ability to deploy such spectrum in a timely and efficient manner;
•the ability of suppliers and vendors (including our third-party wireless network provider, Three (Hutchison), under our mobile virtual network operator arrangement at VM Ireland) to timely deliver quality products, equipment, software, services and access;
•the leakage of sensitive customer or company data or the failure to comply with applicable data protection laws, regulations and rules;
•our ability to anticipate, protect against, mitigate and contain the loss of our and our customers' data as a result of cyber attacks or security breaches involving us or any of our affiliates;
•a failure in our network and information systems, whether caused by a natural failure or a security breach, and unauthorized access to our networks;
•fluctuations in currency exchange rates and interest rates;
•instability in global financial markets, including sovereign debt issues, currency instability and related fiscal or monetary reforms;
•changes in, or failure or inability to comply with, government regulations and legislation in the countries in which we or our affiliates operate and any adverse outcomes from regulatory or legal proceedings;
•changes in laws or treaties relating to taxation, or the interpretation thereof, in Bermuda, the U.K., the U.S. or in other countries in which we or our affiliates operate;
•the effect of perceived health risks associated with electromagnetic radiation from base stations and associated equipment;
•our ability to navigate the impacts on our business resulting from potential disparate regulatory rules between the U.K. and the E.U. following the U.K.'s departure from the E.U.;
•our ability to successfully acquire new businesses or form joint ventures and, if acquired or joined, to integrate, realize anticipated efficiencies from, and implement our business plans with respect to, the businesses we have acquired or joined or that we expect to acquire or join;
•successfully integrating businesses or operations that we acquire or partner with on the timelines, or within the budgets, estimated for such integrations;
•our ability to realize the expected synergies from our acquisitions and joint ventures in the amounts anticipated or on the anticipated timelines;
•our ability to obtain regulatory approval and shareholder approval and satisfy other conditions necessary to close acquisitions, dispositions, combinations or joint ventures and the impact of conditions imposed by competition and other regulatory authorities in connection with any of our acquisitions, dispositions, combinations or joint ventures;
•problems we may discover post-closing with the operations, including the internal controls and financial reporting processes, of businesses we acquire or with whom we combine or create joint ventures;
•operating costs, customer loss and business disruption, including maintaining relationships with employees, customers, suppliers or vendors, may be greater than expected in connection with our acquisitions, dispositions, combinations or joint ventures;
•changes in the nature of key strategic relationships with partners and joint venturers;
•our ability to profit from or undertake transactions that we believe will be accretive with investments, such as our joint ventures, that we do not solely control;
•our potential exposure to additional tax liabilities;
•the effect on our businesses of strikes or collective action by certain of our employees that are represented by trade unions or work councils;
•our capital structure and factors related to our debt arrangements;
•our ability to navigate the potential impacts on our business resulting from any international trade wars or tariffs imposed on the products or services that we purchase from vendors or sell to our customers;
•our ability to maintain or increase rates to our subscribers or to pass through increased costs to our subscribers, including with respect to our significant property and equipment additions, as a result of, among other things, inflationary and cost of living pressures;
•the availability and cost of capital for the acquisition, maintenance and/or development of telecommunications networks, products and services;
•consumer disposable income and spending levels, including the availability and amount of individual consumer debt, as a result of, among other things, inflationary or cost of living pressures;
•our ability to freely access the cash of our operating companies;
•the risk of default by counterparties to our cash investments, derivative and other financial instruments and undrawn debt facilities;
•the loss of key employees and the inability to attract or hire qualified personnel due to labor market dynamics or due to legal or immigration rules and regulations;
•our ability to provide satisfactory customer service, including support for new and evolving products and services;
•government intervention that requires opening our broadband distribution networks to competitors, such as certain regulatory obligations imposed in Belgium;
•our ability to maintain and further develop our direct and indirect distribution channels;
•the outcome of any pending or threatened litigation; and
•events that are outside of our control, such as political unrest in international markets, terrorist attacks, armed conflicts, malicious human acts, natural disasters, epidemics, pandemics and other similar events, including the ongoing invasion of Ukraine by Russia and the continuing conflicts in the Middle East.
The broadband distribution and mobile service industries are changing rapidly and, therefore, the forward-looking statements of expectations, plans and intents in this Quarterly Report are subject to a significant degree of risk. These forward-looking statements and the above-described risks, uncertainties and other factors speak only as of the date of this Quarterly Report, and we expressly disclaim any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement contained herein, to reflect any change in our expectations with regard thereto, or any other change in events, conditions or circumstances on which any such statement is based. Readers are cautioned not to place undue reliance on any forward-looking statement.
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 infrastructure, content and technology industries. We also provide innovative technology solutions and finance services. 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 4 to our condensed 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 4 to our condensed consolidated financial statements.
Operations
At September 30, 2025, our reportable segments, including our nonconsolidated JVs, as defined in note 16 to our condensed consolidated financial statements, owned and operated networks that passed 29,073,400 homes and served 11,443,800 fixed-line customers and 44,970,800 mobile subscribers.
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 revenue impact of changes in the fixed-line customers and ARPU of our consolidated reportable segments, see Discussion and Analysis of our Reportable Segmentsbelow.
We are subject to inflationary pressures with respect to labor, programming and other costs. While we attempt to increase our revenue to offset increases in costs, there is no assurance that we will be able to do so. Therefore, costs could rise faster than associated revenue, thereby resulting in a negative impact on our operating results, cash flows and liquidity. The economic environment in the respective countries in which we operate is a function of government, economic, fiscal and monetary policies and various other factors beyond our control that could lead to inflation. We are unable to predict the extent that price levels might be impacted in future periods by the current state of the economies in the countries in which we operate.
Material Changes in 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 4 to our condensed 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 foreign exchange (FX) risk during the three months ended September 30, 2025 was to the euro, as substantially all of our reported revenue during the period was derived from subsidiaries whose functional currencies are the euro. In addition, our reported operating results are impacted by changes in the exchange rates for certain other local currencies in Europe. The portions of the changes in the various components of our results of operations that are attributable to changes in FX are highlighted under Discussion and Analysis of our Reportable Segments and Discussion and Analysis of our Consolidated Operating Results below. For information regarding our foreign currency risks and the applicable foreign currency exchange rates in effect for the periods covered by this Quarterly Report, see Part I, Item 3. Quantitative and Qualitative Disclosures about Market Risk - Foreign Currency 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 condensed 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 condensed 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 16 to our condensed consolidated financial statements. For information regarding the results of operations of the VMO2 JV and the VodafoneZiggo JV, refer to Discussion and Analysis of our Consolidated Operating Results - Share of results of affiliates, net below.
The tables presented below in this section provide the details of the revenue and Adjusted EBITDA of our reportable segments for the three and nine months ended September 30, 2025, as compared to the corresponding periods in 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 the three and nine months ended September 30, 2025 and 2024 at the end of this section.
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 condensed consolidated statements of operations.
The following table provides a reconciliation of loss from continuing operations to total consolidated Adjusted EBITDA:
|
Three months ended September 30, |
Nine months ended September 30, |
||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| in millions | |||||||||||||||||||||||
| Loss from continuing operations | $ | (83.4) | $ | (1,423.7) | $ | (4,180.5) | $ | (465.1) | |||||||||||||||
| Income tax expense (benefit) | (46.9) | (11.2) | (116.0) | 59.8 | |||||||||||||||||||
| Other income, net | (27.5) | (53.1) | (80.0) | (166.0) | |||||||||||||||||||
|
Gain on sale of All3Media
|
- | - | - | (242.9) | |||||||||||||||||||
| Share of results of affiliates, net | 43.3 | 132.8 | 455.9 | 164.4 | |||||||||||||||||||
| Losses on debt extinguishment, net | 11.2 | - | 20.1 | - | |||||||||||||||||||
| Realized and unrealized losses (gains) due to changes in fair values of certain investments, net | (64.4) | 45.6 | (175.5) | (37.7) | |||||||||||||||||||
| Foreign currency transaction losses (gains), net | (10.0) | 934.9 | 3,160.9 | 202.1 | |||||||||||||||||||
| Realized and unrealized losses on derivative instruments, net | 46.4 | 263.8 | 617.1 | 39.3 | |||||||||||||||||||
| Interest expense | 123.3 | 144.3 | 380.3 | 434.2 | |||||||||||||||||||
| Operating income (loss) | (8.0) | 33.4 | 82.3 | (11.9) | |||||||||||||||||||
| Impairment, restructuring and other operating items, net | 22.0 | 6.0 | 25.8 | 44.1 | |||||||||||||||||||
| Depreciation and amortization | 275.9 | 245.0 | 758.9 | 750.4 | |||||||||||||||||||
| Share-based compensation expense | 46.6 | 47.0 | 129.4 | 129.4 | |||||||||||||||||||
|
Total consolidated Adjusted EBITDA
|
$ | 336.5 | $ | 331.4 | $ | 996.4 | $ | 912.0 | |||||||||||||||
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.
|
Three months ended September 30, |
Increase (decrease) | Organic decrease | |||||||||||||||||||||||||||||||||
| 2025 | 2024 | $ | % | $ | % | ||||||||||||||||||||||||||||||
| in millions, except percentages | |||||||||||||||||||||||||||||||||||
|
Telenet
|
$ | 804.9 | $ | 785.2 | $ | 19.7 | 2.5 | $ | (28.1) | (3.6) | |||||||||||||||||||||||||
|
VM Ireland
|
122.2 | 119.8 | 2.4 | 2.0 | $ | (4.7) | (3.9) | ||||||||||||||||||||||||||||
| Total consolidated reportable segments | 927.1 | 905.0 | 22.1 | 2.4 | |||||||||||||||||||||||||||||||
| Plus: all other category | 323.6 | 229.6 | 94.0 | 40.9 | |||||||||||||||||||||||||||||||
| Less: elimination of intercompany consolidated revenue | (43.6) | (65.1) | 21.5 | N.M. | |||||||||||||||||||||||||||||||
| Total consolidated | $ | 1,207.1 | $ | 1,069.5 | $ | 137.6 | 12.9 | $ | (17.8) | (1.6) | |||||||||||||||||||||||||
|
VMO2 JV
|
$ | 3,436.0 | $ | 3,512.7 | $ | (76.7) | (2.2) | ||||||||||||||||||||||||||||
|
VodafoneZiggo JV
|
$ | 1,156.8 | $ | 1,131.1 | $ | 25.7 | 2.3 | ||||||||||||||||||||||||||||
|
Nine months ended September 30, |
Increase (decrease) | Organic decrease | |||||||||||||||||||||||||||||||||
| 2025 | 2024 | $ | % | $ | % | ||||||||||||||||||||||||||||||
| in millions, except percentages | |||||||||||||||||||||||||||||||||||
|
Telenet
|
$ | 2,365.6 | $ | 2,302.9 | $ | 62.7 | 2.7 | $ | (2.5) | (0.1) | |||||||||||||||||||||||||
|
VM Ireland
|
360.8 | 362.8 | (2.0) | (0.6) | $ | (11.9) | (3.3) | ||||||||||||||||||||||||||||
| Total consolidated reportable segments | 2,726.4 | 2,665.7 | 60.7 | 2.3 | |||||||||||||||||||||||||||||||
| Plus: all other category | 1,038.1 | 755.0 | 283.1 | 37.5 | |||||||||||||||||||||||||||||||
| Less: elimination of intercompany consolidated revenue | (117.1) | (202.0) | 84.9 | N.M. | |||||||||||||||||||||||||||||||
| Total consolidated | $ | 3,647.4 | $ | 3,218.7 | $ | 428.7 | 13.3 | $ | (47.0) | (1.4) | |||||||||||||||||||||||||
|
VMO2 JV
|
$ | 9,935.8 | $ | 10,170.9 | $ | (235.1) | (2.3) | ||||||||||||||||||||||||||||
|
VodafoneZiggo JV
|
$ | 3,332.1 | $ | 3,336.7 | $ | (4.6) | (0.1) | ||||||||||||||||||||||||||||
_______________
N.M. - Not Meaningful.
Telenet.The details of the increases in Telenet's revenue during the three and nine months ended September 30, 2025,as compared to the corresponding periods in 2024, are set forth below:
| Three-month period | Nine-month period | ||||||||||||||||||||||||||||||||||
|
Subscription revenue |
Non-subscription revenue |
Total |
Subscription revenue |
Non-subscription revenue |
Total | ||||||||||||||||||||||||||||||
| in millions | |||||||||||||||||||||||||||||||||||
| Increase (decrease) in residential fixed subscription revenue due to change in: | |||||||||||||||||||||||||||||||||||
| Average number of customers | $ | (5.7) | $ | - | $ | (5.7) | $ | (19.2) | $ | - | $ | (19.2) | |||||||||||||||||||||||
| ARPU | (1.0) | - | (1.0) | 19.7 | - | 19.7 | |||||||||||||||||||||||||||||
| Increase in residential fixed non-subscription revenue | - | 3.0 | 3.0 | - | 6.2 | 6.2 | |||||||||||||||||||||||||||||
| Total increase (decrease) in residential fixed revenue | (6.7) | 3.0 | (3.7) | 0.5 | 6.2 | 6.7 | |||||||||||||||||||||||||||||
| Decrease in residential mobile revenue (a) | (0.8) | (1.1) | (1.9) | (4.6) | (16.7) | (21.3) | |||||||||||||||||||||||||||||
| Increase (decrease) in B2B revenue (b) | (1.4) | 5.0 | 3.6 | (1.6) | 10.1 | 8.5 | |||||||||||||||||||||||||||||
| Increase (decrease) in other revenue (c) | - | (26.1) | (26.1) | - | 3.6 | 3.6 | |||||||||||||||||||||||||||||
| Total organic increase (decrease) | (8.9) | (19.2) | (28.1) | (5.7) | 3.2 | (2.5) | |||||||||||||||||||||||||||||
| Impact of FX | 35.4 | 12.4 | 47.8 | 48.1 | 17.1 | 65.2 | |||||||||||||||||||||||||||||
|
Total
|
$ | 26.5 | $ | (6.8) | $ | 19.7 | $ | 42.4 | $ | 20.3 | $ | 62.7 | |||||||||||||||||||||||
(a)The decreases in residential mobile non-subscription revenue are primarily attributable to (i) decreases in interconnect revenue and (ii) lower revenue from handset sales.
(b)The increases in B2B non-subscription revenue are primarily due to (i) increases in revenue from wholesale services and (ii) higher revenue from equipment sales.
(c)The changes in other revenue include 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.
VM Ireland.The details of the changes in VM Ireland's revenue during the three and nine months ended September 30, 2025, as compared to the corresponding periods in 2024, are set forth below:
| Three-month period | Nine-month period | ||||||||||||||||||||||||||||||||||
|
Subscription revenue |
Non-subscription revenue |
Total |
Subscription revenue |
Non-subscription revenue |
Total | ||||||||||||||||||||||||||||||
| in millions | |||||||||||||||||||||||||||||||||||
| Decrease in residential fixed subscription revenue due to change in: | |||||||||||||||||||||||||||||||||||
| Average number of customers | $ | (2.3) | $ | - | $ | (2.3) | $ | (6.3) | $ | - | $ | (6.3) | |||||||||||||||||||||||
| ARPU | (1.0) | - | (1.0) | (3.6) | - | (3.6) | |||||||||||||||||||||||||||||
| Decrease in residential fixed non-subscription revenue | - | (0.1) | (0.1) | - | (0.4) | (0.4) | |||||||||||||||||||||||||||||
| Total decrease in residential fixed revenue | (3.3) | (0.1) | (3.4) | (9.9) | (0.4) | (10.3) | |||||||||||||||||||||||||||||
| Decrease in residential mobile revenue | (0.6) | (0.4) | (1.0) | (1.6) | (0.8) | (2.4) | |||||||||||||||||||||||||||||
| Increase in B2B revenue | - | 1.8 | 1.8 | - | 3.6 | 3.6 | |||||||||||||||||||||||||||||
| Decrease in other revenue | - | (2.1) | (2.1) | - | (2.8) | (2.8) | |||||||||||||||||||||||||||||
| Total organic decrease | (3.9) | (0.8) | (4.7) | (11.5) | (0.4) | (11.9) | |||||||||||||||||||||||||||||
| Impact of FX | 5.3 | 1.8 | 7.1 | 7.2 | 2.7 | 9.9 | |||||||||||||||||||||||||||||
| Total | $ | 1.4 | $ | 1.0 | $ | 2.4 | $ | (4.3) | $ | 2.3 | $ | (2.0) | |||||||||||||||||||||||
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.
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 condensed consolidated statements of operations. The following table sets forth the Adjusted EBITDA of our reportable segments:
| Three months ended September 30, | Increase (decrease) | Organic decrease | |||||||||||||||||||||||||||||||||
| 2025 | 2024 | $ | % | $ | % | ||||||||||||||||||||||||||||||
| in millions, except percentages | |||||||||||||||||||||||||||||||||||
|
Telenet
|
$ | 358.9 | $ | 360.9 | $ | (2.0) | (0.6) | $ | (23.4) | (6.5) | |||||||||||||||||||||||||
|
VM Ireland
|
41.8 | 41.4 | 0.4 | 1.0 | $ | (2.2) | (5.3) | ||||||||||||||||||||||||||||
| Total consolidated reportable segments | 400.7 | 402.3 | (1.6) | (0.4) | |||||||||||||||||||||||||||||||
| Plus: all other category | (54.2) | (38.8) | (15.4) | (39.7) | |||||||||||||||||||||||||||||||
|
Less: elimination of intercompany consolidated Adjusted EBITDA
|
(10.0) | (32.1) | 22.1 | N.M. | |||||||||||||||||||||||||||||||
| Total consolidated | $ | 336.5 | $ | 331.4 | $ | 5.1 | 1.5 | $ | (19.8) | (6.4) | |||||||||||||||||||||||||
|
VMO2 JV
|
$ | 1,250.3 | $ | 1,170.9 | $ | 79.4 | 6.8 | ||||||||||||||||||||||||||||
|
VodafoneZiggo JV
|
$ | 522.2 | $ | 527.8 | $ | (5.6) | (1.1) | ||||||||||||||||||||||||||||
|
Nine months ended September 30, |
Increase (decrease) | Organic decrease | |||||||||||||||||||||||||||||||||
| 2025 | 2024 | $ | % | $ | % | ||||||||||||||||||||||||||||||
| in millions, except percentages | |||||||||||||||||||||||||||||||||||
|
Telenet
|
$ | 998.4 | $ | 981.2 | $ | 17.2 | 1.8 | $ | (11.7) | (1.2) | |||||||||||||||||||||||||
|
VM Ireland
|
120.4 | 127.1 | (6.7) | (5.3) | $ | (10.3) | (8.1) | ||||||||||||||||||||||||||||
| Total consolidated reportable segments | 1,118.8 | 1,108.3 | 10.5 | 0.9 | |||||||||||||||||||||||||||||||
| Plus: all other category | (92.4) | (94.4) | 2.0 | 2.1 | |||||||||||||||||||||||||||||||
|
Less: elimination of intercompany consolidated Adjusted EBITDA
|
(30.0) | (101.9) | 71.9 | N.M. | |||||||||||||||||||||||||||||||
| Total consolidated | $ | 996.4 | $ | 912.0 | $ | 84.4 | 9.3 | $ | (6.2) | (0.7) | |||||||||||||||||||||||||
|
VMO2 JV
|
$ | 3,496.0 | $ | 3,376.9 | $ | 119.1 | 3.5 | ||||||||||||||||||||||||||||
|
VodafoneZiggo JV
|
$ | 1,482.0 | $ | 1,565.5 | $ | (83.5) | (5.3) | ||||||||||||||||||||||||||||
_______________
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:
|
Three months ended September 30, |
Nine months ended September 30, |
||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
|
Telenet
|
44.6 | % | 46.0 | % | 42.2 | % | 42.6 | % | |||||||||||||||
|
VM Ireland
|
34.2 | % | 34.6 | % | 33.4 | % | 35.1 | % | |||||||||||||||
|
VMO2 JV
|
36.4 | % | 33.3 | % | 35.2 | % | 33.2 | % | |||||||||||||||
|
VodafoneZiggo JV
|
45.1 | % | 46.7 | % | 44.5 | % | 46.9 | % | |||||||||||||||
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, netbelow.
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:
|
Three months ended September 30, |
Increase (decrease) | Organic increase (decrease) | |||||||||||||||||||||||||||||||||
| 2025 | 2024 | $ | % | $ | % | ||||||||||||||||||||||||||||||
| in millions, except percentages | |||||||||||||||||||||||||||||||||||
| Residential revenue: | |||||||||||||||||||||||||||||||||||
| Residential fixed revenue (a): | |||||||||||||||||||||||||||||||||||
| Subscription revenue (b): | |||||||||||||||||||||||||||||||||||
| Broadband internet | $ | 247.2 | $ | 229.0 | $ | 18.2 | 7.9 | $ | 3.4 | 1.5 | |||||||||||||||||||||||||
| Video | 153.8 | 152.9 | 0.9 | 0.6 | (8.2) | (5.4) | |||||||||||||||||||||||||||||
| Fixed-line telephony | 47.8 | 49.9 | (2.1) | (4.2) | (5.1) | (10.2) | |||||||||||||||||||||||||||||
| Total subscription revenue | 448.8 | 431.8 | 17.0 | 3.9 | (9.9) | (2.3) | |||||||||||||||||||||||||||||
| Non-subscription revenue | 8.3 | 4.7 | 3.6 | 76.6 | 2.9 | 61.7 | |||||||||||||||||||||||||||||
| Total residential fixed revenue | 457.1 | 436.5 | 20.6 | 4.7 | (7.0) | (1.6) | |||||||||||||||||||||||||||||
| Residential mobile revenue (c): | |||||||||||||||||||||||||||||||||||
| Subscription revenue (b) | 131.0 | 124.7 | 6.3 | 5.1 | (1.4) | (1.1) | |||||||||||||||||||||||||||||
| Non-subscription revenue | 36.3 | 35.6 | 0.7 | 2.0 | (1.5) | (4.2) | |||||||||||||||||||||||||||||
| Total residential mobile revenue | 167.3 | 160.3 | 7.0 | 4.4 | (2.9) | (1.8) | |||||||||||||||||||||||||||||
| Total residential revenue | 624.4 | 596.8 | 27.6 | 4.6 | (9.9) | (1.7) | |||||||||||||||||||||||||||||
| B2B revenue (d): | |||||||||||||||||||||||||||||||||||
| Subscription revenue | 116.7 | 111.1 | 5.6 | 5.0 | (1.4) | (1.3) | |||||||||||||||||||||||||||||
| Non-subscription revenue | 116.6 | 101.9 | 14.7 | 14.4 | 7.9 | 7.7 | |||||||||||||||||||||||||||||
| Total B2B revenue | 233.3 | 213.0 | 20.3 | 9.5 | 6.5 | 3.0 | |||||||||||||||||||||||||||||
| Other revenue (e) | 349.4 | 259.7 | 89.7 | 34.5 | (14.4) | (4.8) | |||||||||||||||||||||||||||||
| Total | $ | 1,207.1 | $ | 1,069.5 | $ | 137.6 | 12.9 | $ | (17.8) | (1.6) | |||||||||||||||||||||||||
|
Nine months ended September 30, |
Increase (decrease) | Organic increase (decrease) | |||||||||||||||||||||||||||||||||
| 2025 | 2024 | $ | % | $ | % | ||||||||||||||||||||||||||||||
| in millions, except percentages | |||||||||||||||||||||||||||||||||||
| Residential revenue: | |||||||||||||||||||||||||||||||||||
| Residential fixed revenue (a): | |||||||||||||||||||||||||||||||||||
| Subscription revenue (b): | |||||||||||||||||||||||||||||||||||
| Broadband internet | $ | 703.9 | $ | 667.5 | $ | 36.4 | 5.5 | $ | 16.1 | 2.4 | |||||||||||||||||||||||||
| Video | 451.6 | 450.8 | 0.8 | 0.2 | (11.6) | (2.6) | |||||||||||||||||||||||||||||
| Fixed-line telephony | 139.3 | 149.6 | (10.3) | (6.9) | (14.1) | (9.4) | |||||||||||||||||||||||||||||
| Total subscription revenue | 1,294.8 | 1,267.9 | 26.9 | 2.1 | (9.6) | (0.8) | |||||||||||||||||||||||||||||
| Non-subscription revenue | 18.0 | 11.4 | 6.6 | 57.9 | 6.0 | 52.6 | |||||||||||||||||||||||||||||
| Total residential fixed revenue | 1,312.8 | 1,279.3 | 33.5 | 2.6 | (3.6) | (0.3) | |||||||||||||||||||||||||||||
| Residential mobile revenue (c): | |||||||||||||||||||||||||||||||||||
| Subscription revenue (b) | 371.7 | 367.4 | 4.3 | 1.2 | (6.2) | (1.7) | |||||||||||||||||||||||||||||
| Non-subscription revenue | 110.1 | 124.6 | (14.5) | (11.6) | (17.5) | (14.0) | |||||||||||||||||||||||||||||
| Total residential mobile revenue | 481.8 | 492.0 | (10.2) | (2.1) | (23.7) | (4.8) | |||||||||||||||||||||||||||||
| Total residential revenue | 1,794.6 | 1,771.3 | 23.3 | 1.3 | (27.3) | (1.5) | |||||||||||||||||||||||||||||
| B2B revenue (d): | |||||||||||||||||||||||||||||||||||
| Subscription revenue | 333.0 | 325.3 | 7.7 | 2.4 | (1.7) | (0.5) | |||||||||||||||||||||||||||||
| Non-subscription revenue | 333.2 | 306.6 | 26.6 | 8.7 | 16.5 | 5.4 | |||||||||||||||||||||||||||||
| Total B2B revenue | 666.2 | 631.9 | 34.3 | 5.4 | 14.8 | 2.3 | |||||||||||||||||||||||||||||
| Other revenue (e) | 1,186.6 | 815.5 | 371.1 | 45.5 | (34.5) | (3.3) | |||||||||||||||||||||||||||||
| Total | $ | 3,647.4 | $ | 3,218.7 | $ | 428.7 | 13.3 | $ | (47.0) | (1.4) | |||||||||||||||||||||||||
_______________
(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 $8.0 million and $11.0 million during the three months ended September 30, 2025 and 2024, respectively, and $24.8 million and $34.2 million during the nine months ended September 30, 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 marketed products offered to our residential 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 sale of CPE to the VMO2 JV and the VodafoneZiggo JV.
Total revenue.Our consolidated revenue increased $137.6 million or 12.9% and $428.7 million or 13.3% during the three and nine months ended September 30, 2025, respectively, as compared to the corresponding periods in 2024, including increases of $41.1 million and $240.8 million, respectively, attributable to the impact of the Formula E Acquisition and $52.8 million and $154.1 million, respectively, attributable to the Sunrise Services provided in connection with the Spin-off. On an organic basis, our consolidated revenue decreased $17.8 million or 1.6% and $47.0 million or 1.4%, respectively.
Residential revenue.The details of the increases in our consolidated residential revenue during the three and nine months ended September 30, 2025, as compared to the corresponding periods in 2024, are as follows:
| Three-month period | Nine-month period | ||||||||||
| in millions | |||||||||||
| Increase (decrease) in residential fixed subscription revenue due to change in: | |||||||||||
| Average number of customers | $ | (9.1) | $ | (28.2) | |||||||
| ARPU | (0.8) | 18.6 | |||||||||
| Increase in residential fixed non-subscription revenue | 2.9 | 6.0 | |||||||||
| Total decrease in residential fixed revenue | (7.0) | (3.6) | |||||||||
| Decrease in residential mobile subscription revenue | (1.4) | (6.2) | |||||||||
| Decrease in residential mobile non-subscription revenue | (1.5) | (17.5) | |||||||||
| Total organic decrease in residential revenue | (9.9) | (27.3) | |||||||||
| Impact of FX | 37.5 | 50.6 | |||||||||
| Total increase in residential revenue | $ | 27.6 | $ | 23.3 | |||||||
On an organic basis, our consolidated residential mobile non-subscription revenue decreased $1.5 million or 4.2% and $17.5 million or 14.0% during the three and nine months ended September 30, 2025, respectively, as compared to the corresponding periods in 2024, primarily due to decreases at Telenet.
B2B revenue. On an organic basis, our consolidated B2B non-subscription revenue increased $7.9 million or 7.7% and $16.5 million or 5.4% during the three and nine months ended September 30, 2025, respectively, as compared to the corresponding periods in 2024, primarily due to increases at Telenet.
Other revenue.On an organic basis, our consolidated other revenue decreased $14.4 million or 4.8% and $34.5 million or 3.3% during the three and nine months ended September 30, 2025, respectively, as compared to the corresponding periods in 2024, primarily due to the net effect of (i) lower revenue earned from the sale of CPE to the VMO2 JV and, for the nine-month comparison, the VodafoneZiggo JV, (ii) increases 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.
For additional information regarding the changes in our residential, B2B and other revenue, see Discussion and Analysis of our Reportable Segments above.
Programming and other direct costs of services
Programming and other direct costs of services include programming and copyright costs, interconnect and access costs, costs of mobile handsets and other devices and other direct costs related to our operations, including costs associated with our transitional service agreements and certain costs related to the development of externally marketed software. Programming and copyright costs represent a significant portion of our operating costs and are subject to rise in future periods due to various factors, including (i) higher costs associated with the expansion of our digital video content, including rights associated with ancillary product offerings and rights that provide for the broadcast of live sporting events, and (ii) rate increases.
The details of our programming and other direct costs of services are as follows:
|
Three months ended September 30, |
Increase (decrease) | Organic decrease | |||||||||||||||||||||||||||||||||
| 2025 | 2024 | $ | % | $ | % | ||||||||||||||||||||||||||||||
| in millions, except percentages | |||||||||||||||||||||||||||||||||||
|
Telenet
|
$ | 167.7 | $ | 174.0 | $ | (6.3) | (3.6) | $ | (16.2) | (9.3) | |||||||||||||||||||||||||
|
VM Ireland
|
30.6 | 30.9 | (0.3) | (1.0) | $ | (2.2) | (7.1) | ||||||||||||||||||||||||||||
| Total consolidated reportable segments | 198.3 | 204.9 | (6.6) | (3.2) | |||||||||||||||||||||||||||||||
| Plus: all other category | 215.4 | 136.7 | 78.7 | 57.6 | |||||||||||||||||||||||||||||||
| Less: elimination of intercompany consolidated programming and other direct costs of services | (20.8) | (21.2) | 0.4 | N.M. | |||||||||||||||||||||||||||||||
| Total consolidated | $ | 392.9 | $ | 320.4 | $ | 72.5 | 22.6 | $ | (11.4) | (3.1) | |||||||||||||||||||||||||
|
Nine months ended September 30, |
Increase | Organic decrease | |||||||||||||||||||||||||||||||||
| 2025 | 2024 | $ | % | $ | % | ||||||||||||||||||||||||||||||
| in millions, except percentages | |||||||||||||||||||||||||||||||||||
|
Telenet
|
$ | 557.6 | $ | 556.0 | $ | 1.6 | 0.3 | $ | (11.7) | (2.1) | |||||||||||||||||||||||||
|
VM Ireland
|
97.2 | 96.1 | 1.1 | 1.1 | $ | (1.3) | (1.4) | ||||||||||||||||||||||||||||
| Total consolidated reportable segments | 654.8 | 652.1 | 2.7 | 0.4 | |||||||||||||||||||||||||||||||
| Plus: all other category | 656.8 | 469.6 | 187.2 | 39.9 | |||||||||||||||||||||||||||||||
| Less: elimination of intercompany consolidated programming and other direct costs of services | (50.0) | (70.4) | 20.4 | N.M. | |||||||||||||||||||||||||||||||
| Total consolidated | $ | 1,261.6 | $ | 1,051.3 | $ | 210.3 | 20.0 | $ | (58.2) | (4.7) | |||||||||||||||||||||||||
_______________
N.M. - Not Meaningful.
Our programming and other direct costs of services increased $72.5 million or 22.6% and $210.3 million or 20.0% during the three and nine months ended September 30, 2025, respectively, as compared to the corresponding periods in 2024, including increases of $46.0 million and $193.7 million, respectively, attributable to the impact of the Formula E Acquisition. On an organic basis, our programming and other direct costs of services decreased $11.4 million or 3.1% and $58.2 million or 4.7%, respectively. These decreases include the following factors:
•Decreases in costs of $0.4 million and $26.3 million, respectively, related to the sale of CPE to the VMO2 JV;
•An increase (decrease) in costs of $12.5 million and ($19.3 million), respectively, related to the sale of CPE to the VodafoneZiggo JV;
•Decreases in interconnect and access costs of $2.3 million or 7.3% and $12.0 million or 14.3%, respectively, primarily due to lower interconnect and mobile roaming costs at Telenet;
•For the nine-month comparison, a decrease in mobile handset and other device costs of $5.6 million or 6.5%, primarily due to lower sales volumes at Telenet; and
•For the three-month comparison, a decrease in programming and copyright costs of $17.6 million or 14.0%, primarily attributable to lower costs for certain content at Telenet.
Other operating expenses
Other operating expenses include network operations, customer operations, customer care, share-based compensation and other costs related to our operations. We do not include share-based compensation in the following discussion and analysis of the other operating expenses of our consolidated reportable segments as share-based compensation expense is not included in the performance measures of our consolidated reportable segments. Share-based compensation expense is separately discussed further below.
The details of our other operating expenses are as follows:
|
Three months ended September 30, |
Increase (decrease) | Organic increase | |||||||||||||||||||||||||||||||||
| 2025 | 2024 | $ | % | $ | % | ||||||||||||||||||||||||||||||
| in millions, except percentages | |||||||||||||||||||||||||||||||||||
|
Telenet
|
$ | 146.5 | $ | 127.1 | $ | 19.4 | 15.3 | $ | 10.7 | 8.4 | |||||||||||||||||||||||||
|
VM Ireland
|
34.7 | 32.7 | 2.0 | 6.1 | $ | 0.3 | 0.9 | ||||||||||||||||||||||||||||
| Total consolidated reportable segments | 181.2 | 159.8 | 21.4 | 13.4 | |||||||||||||||||||||||||||||||
| Plus: all other category | 42.4 | 38.5 | 3.9 | 10.1 | |||||||||||||||||||||||||||||||
| Less: elimination of intercompany consolidated other operating expenses | (10.8) | (9.1) | (1.7) | N.M. | |||||||||||||||||||||||||||||||
| Total consolidated (excluding share-based compensation expense) | 212.8 | 189.2 | 23.6 | 12.5 | $ | 8.0 | 4.3 | ||||||||||||||||||||||||||||
| Share-based compensation expense | 3.5 | 5.2 | (1.7) | (32.7) | |||||||||||||||||||||||||||||||
| Total | $ | 216.3 | $ | 194.4 | $ | 21.9 | 11.3 | ||||||||||||||||||||||||||||
|
Nine months ended September 30, |
Increase (decrease) | Organic increase | |||||||||||||||||||||||||||||||||
| 2025 | 2024 | $ | % | $ | % | ||||||||||||||||||||||||||||||
| in millions, except percentages | |||||||||||||||||||||||||||||||||||
|
Telenet
|
$ | 417.8 | $ | 388.5 | $ | 29.3 | 7.5 | $ | 17.3 | 4.5 | |||||||||||||||||||||||||
|
VM Ireland
|
101.3 | 95.2 | 6.1 | 6.4 | $ | 3.6 | 3.8 | ||||||||||||||||||||||||||||
| Total consolidated reportable segments | 519.1 | 483.7 | 35.4 | 7.3 | |||||||||||||||||||||||||||||||
| Plus: all other category | 126.7 | 92.9 | 33.8 | 36.4 | |||||||||||||||||||||||||||||||
| Less: elimination of intercompany consolidated other operating expenses | (30.8) | (24.9) | (5.9) | N.M. | |||||||||||||||||||||||||||||||
| Total consolidated (excluding share-based compensation expense) | 615.0 | 551.7 | 63.3 | 11.5 | $ | 23.9 | 4.3 | ||||||||||||||||||||||||||||
| Share-based compensation expense | 9.9 | 14.6 | (4.7) | (32.2) | |||||||||||||||||||||||||||||||
| Total | $ | 624.9 | $ | 566.3 | $ | 58.6 | 10.3 | ||||||||||||||||||||||||||||
_______________
N.M. - Not Meaningful.
Our other operating expenses (exclusive of share-based compensation expense) increased $23.6 million or 12.5% and $63.3 million or 11.5% during the three and nine months ended September 30, 2025, respectively, as compared to the corresponding periods in 2024. The increase for the nine months ended September 30, 2025 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 $8.0 million or 4.3% and $23.9 million or 4.3%, respectively. These increases include the following factors:
•Increases in core network and information technology-related costs of $10.7 million or 19.4% and $19.1 million or 15.9%, respectively, primarily due to (i) higher information technology-related costs, including increases at Telenet and VM Ireland, and (ii) for the three-month comparison, higher leased bandwidth costs at Telenet;
•Increases in personnel costs of $3.1 million or 5.9% and $10.7 million or 6.5%, respectively, primarily due to the net effect of (i) higher average costs per employee, including increases at Telenet, (ii) lower staffing levels, including decreases at Telenet, and (iii) increases in incentive compensation costs; and
•For the three-month comparison, a decrease in business service costs of $3.5 million or 17.8%, primarily due to (i) lower energy costs, primarily due to a decrease at Telenet, and (ii) lower consulting costs.
SG&A expenses
SG&A expenses include human resources, information technology, general services, management, finance, legal, external sales and marketing costs, share-based compensation and other general expenses. We do not include share-based compensation in the following discussion and analysis of the SG&A expenses of our consolidated reportable segments as share-based compensation expense is not included in the performance measures of our consolidated reportable segments. Share-based compensation expense is separately discussed further below.
The details of our SG&A expenses are as follows:
|
Three months ended September 30, |
Increase | Organic increase (decrease) | |||||||||||||||||||||||||||||||||
| 2025 | 2024 | $ | % | $ | % | ||||||||||||||||||||||||||||||
| in millions, except percentages | |||||||||||||||||||||||||||||||||||
|
Telenet
|
$ | 131.8 | $ | 123.2 | $ | 8.6 | 7.0 | $ | 0.8 | 0.6 | |||||||||||||||||||||||||
|
VM Ireland
|
15.1 | 14.8 | 0.3 | 2.0 | $ | (0.7) | (4.7) | ||||||||||||||||||||||||||||
| Total consolidated reportable segments | 146.9 | 138.0 | 8.9 | 6.4 | |||||||||||||||||||||||||||||||
| Plus: all other category | 120.0 | 93.2 | 26.8 | 28.8 | |||||||||||||||||||||||||||||||
| Less: elimination of intercompany consolidated SG&A expenses | (2.0) | (2.7) | 0.7 | N.M. | |||||||||||||||||||||||||||||||
| Total consolidated (excluding share-based compensation expense) | 264.9 | 228.5 | 36.4 | 15.9 | $ | 3.9 | 1.6 | ||||||||||||||||||||||||||||
| Share-based compensation expense | 43.1 | 41.8 | 1.3 | 3.1 | |||||||||||||||||||||||||||||||
| Total | $ | 308.0 | $ | 270.3 | $ | 37.7 | 13.9 | ||||||||||||||||||||||||||||
|
Nine months ended September 30, |
Increase (decrease) | Organic increase (decrease) | |||||||||||||||||||||||||||||||||
| 2025 | 2024 | $ | % | $ | % | ||||||||||||||||||||||||||||||
| in millions, except percentages | |||||||||||||||||||||||||||||||||||
|
Telenet
|
$ | 391.8 | $ | 377.2 | $ | 14.6 | 3.9 | $ | 3.7 | 1.0 | |||||||||||||||||||||||||
|
VM Ireland
|
41.9 | 44.4 | (2.5) | (5.6) | $ | (3.8) | (8.6) | ||||||||||||||||||||||||||||
| Total consolidated reportable segments | 433.7 | 421.6 | 12.1 | 2.9 | |||||||||||||||||||||||||||||||
| Plus: all other category | 347.0 | 286.9 | 60.1 | 20.9 | |||||||||||||||||||||||||||||||
| Less: elimination of intercompany consolidated SG&A expenses | (6.3) | (4.8) | (1.5) | N.M. | |||||||||||||||||||||||||||||||
| Total consolidated (excluding share-based compensation expense) | 774.4 | 703.7 | 70.7 | 10.0 | $ | (7.7) | (1.0) | ||||||||||||||||||||||||||||
| Share-based compensation expense | 119.5 | 114.8 | 4.7 | 4.1 | |||||||||||||||||||||||||||||||
| Total | $ | 893.9 | $ | 818.5 | $ | 75.4 | 9.2 | ||||||||||||||||||||||||||||
_______________
N.M. - Not Meaningful.
Supplemental SG&A expense information
|
Three months ended September 30, |
Increase (decrease) | Organic increase (decrease) | |||||||||||||||||||||||||||||||||
| 2025 | 2024 | $ | % | $ | % | ||||||||||||||||||||||||||||||
| in millions, except percentages | |||||||||||||||||||||||||||||||||||
| General and administrative (a) | $ | 191.9 | $ | 154.0 | $ | 37.9 | 24.6 | $ | 8.9 | 5.1 | |||||||||||||||||||||||||
| External sales and marketing | 73.0 | 74.5 | (1.5) | (2.0) | (5.0) | (6.8) | |||||||||||||||||||||||||||||
| Total | $ | 264.9 | $ | 228.5 | $ | 36.4 | 15.9 | $ | 3.9 | 1.6 | |||||||||||||||||||||||||
|
Nine months ended September 30, |
Increase | Organic increase (decrease) | |||||||||||||||||||||||||||||||||
| 2025 | 2024 | $ | % | $ | % | ||||||||||||||||||||||||||||||
| in millions, except percentages | |||||||||||||||||||||||||||||||||||
| General and administrative (a) | $ | 531.2 | $ | 481.0 | $ | 50.2 | 10.4 | $ | 2.5 | 0.5 | |||||||||||||||||||||||||
| External sales and marketing | 243.2 | 222.7 | 20.5 | 9.2 | (10.2) | (4.1) | |||||||||||||||||||||||||||||
| Total | $ | 774.4 | $ | 703.7 | $ | 70.7 | 10.0 | $ | (7.7) | (1.0) | |||||||||||||||||||||||||
_______________
(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 $36.4 million or 15.9% and $70.7 million or 10.0% during the three and nine months ended September 30, 2025, respectively, as compared to the corresponding periods in 2024, including increases of $18.5 million and $58.1 million, respectively, attributable to the impact of the Formula E Acquisition. On an organic basis, our SG&A expenses increased (decreased) $3.9 million or 1.6% and ($7.7 million) or (1.0%), respectively. These changes include the following factors:
•Decreases in external sales and marketing costs of $5.0 million or 6.8% and $10.2 million or 4.1%, respectively, primarily due to the net effect of (i) lower costs associated with advertising campaigns, primarily due to decreases at Telenet and VM Ireland, and (ii) higher third-party sales commissions, as increases at Telenet were only partially offset by decreases at VM Ireland;
•Increases in personnel costs of $5.2 million or 4.3% and $1.9 million or 0.5%, respectively, primarily due to the net effect of (i) higher average costs per employee, (ii) lower staffing levels, including decreases at Telenet, and (iii) for the nine-month comparison, lower incentive compensation costs; and
•For the three-month comparison, an increase in business service costs of $3.0 million or 9.6%, primarily due to higher consulting costs at Telenet.
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:
|
Three months ended September 30, |
Nine months ended September 30, |
||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| in millions | |||||||||||||||||||||||
| Liberty Global (a): | |||||||||||||||||||||||
| Non-performance based incentive awards | $ | 25.0 | $ | 37.0 | $ | 68.1 | $ | 93.1 | |||||||||||||||
| Performance based incentive awards | 13.9 | 5.6 | 34.8 | 12.6 | |||||||||||||||||||
| Other (b) | 7.7 | 4.4 | 22.6 | 19.2 | |||||||||||||||||||
| Total Liberty Global | 46.6 | 47.0 | 125.5 | 124.9 | |||||||||||||||||||
| Other | - | - | 3.9 | 4.5 | |||||||||||||||||||
|
Total
|
$ | 46.6 | $ | 47.0 | $ | 129.4 | $ | 129.4 | |||||||||||||||
| Included in: | |||||||||||||||||||||||
| Other operating expense | $ | 3.5 | $ | 5.2 | $ | 9.9 | $ | 14.6 | |||||||||||||||
| SG&A expense | 43.1 | 41.8 | 119.5 | 114.8 | |||||||||||||||||||
|
Total
|
$ | 46.6 | $ | 47.0 | $ | 129.4 | $ | 129.4 | |||||||||||||||
_______________
(a)Amounts include share-based compensation expense related to certain Telenet Replacement Awards.
(b)Represents annual incentive compensation and defined contribution plan liabilities that have been or are expected to be settled with Liberty Global common shares. In the case of 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.
For additional information regarding our share-based compensation expense, see note 13 to our condensed consolidated financial statements.
Depreciation and amortization expense
Our depreciation and amortization expense was $275.9 million and $758.9 million for the three and nine months ended September 30, 2025, respectively, and $245.0 million and $750.4 million for the three and nine months ended September 30, 2024, respectively. Excluding the effects of FX, depreciation and amortization expense increased (decreased) $14.2 million or 5.8% and ($14.2 million) or (1.9%) during the three and nine months ended September 30, 2025, respectively, as compared to the corresponding periods in 2024. These changes are primarily due to the net effect of (i) decreases associated with certain assets becoming fully depreciated, primarily at Telenet, and (ii) increases 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.
Impairment, restructuring and other operating items, net
We recognized impairment, restructuring and other operating items, net, of $22.0 million and $25.8 million during the three and nine months ended September 30, 2025, respectively, and $6.0 million and $44.1 million during the three and nine months ended September 30, 2024, respectively.
The amounts for the 2025 periods primarily include restructuring costs of $20.6 million and $24.0 million, respectively. During the third quarter of 2025, we commenced a restructuring program that includes employee terminations within certain of our centralized functions and recorded $17.3 million of restructuring costs in the third quarter of 2025 related to this program. We expect to incur further restructuring charges during the remainder of 2025 and 2026 as certain elements of the restructuring plan did not meet the criteria for recognition in the third quarter.
The amounts for the 2024 periods include (i) restructuring costs of $5.4 million and $24.6 million, including amounts at Telenet, respectively, and (ii) a provision for legal contingencies of $17.5 million during the first quarter of 2024.
If, among other factors, (i) our equity values were to decline or (ii) the adverse impacts of economic, competitive, regulatory or other factors were to cause our results of operations or cash flows to be worse than anticipated, we could conclude in future periods that impairment charges are required in order to reduce the carrying values of our goodwill and, to a lesser extent, other long-lived assets. Any such impairment charges could be significant.
Interest expense
We recognized interest expense of $123.3 million and $380.3 million during the three and nine months ended September 30, 2025, respectively, and $144.3 million and $434.2 million during the three and nine months ended September 30, 2024, respectively. Excluding the effects of FX, interest expense decreased $28.3 million or 19.6% and $63.9 million or 14.7% during the three and nine months ended September 30, 2025, respectively, as compared to the corresponding periods in 2024. These decreases are primarily attributable to lower weighted average interest rates. For additional information regarding our outstanding indebtedness, see note 9 to our condensed 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 6 to our condensed consolidated financial statements and under Part I, Item 3. Quantitative and Qualitative Disclosures about Market Riskbelow, we use derivative instruments to manage our interest rate risks.
Realized and unrealized 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 losses on derivative instruments, net, are as follows:
|
Three months ended September 30, |
Nine months ended September 30, |
||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| in millions | |||||||||||||||||||||||
| Cross-currency and interest rate derivative contracts (a) | $ | 36.6 | $ | (239.7) | $ | (397.3) | $ | 40.6 | |||||||||||||||
| Equity-related derivative instruments (b) | (84.5) | (62.6) | (207.6) | (110.7) | |||||||||||||||||||
| Foreign currency forward and option contracts | 1.5 | 40.6 | (12.2) | 32.9 | |||||||||||||||||||
| Other | - | (2.1) | - | (2.1) | |||||||||||||||||||
| Total | $ | (46.4) | $ | (263.8) | $ | (617.1) | $ | (39.3) | |||||||||||||||
_______________
(a)The results for the 2025 periods are primarily attributable to the net effect of (i) a net gain for the three-month period and a net loss for the nine-month period associated with changes in the relative value of certain currencies and (ii) net gains associated with changes in certain market interest rates. In addition, the results for the 2025 periods include a net gain (loss) of ($6.1 million) and $3.3 million, respectively, resulting from changes in our credit risk valuation adjustments. The results for the 2024 periods are attributable to net losses associated with changes in (a) certain market interest rates
and (b) the relative value of certain currencies. In addition, the results for the 2024 periods include a net gain (loss) of $3.5 million and ($2.0 million), respectively, resulting from changes in our credit risk valuation adjustments.
(b)The recurring fair value measurements of our equity-related derivative instruments are based on Black-Scholes pricing models. For additional information regarding the Vodafone Collar, which was fully settled in 2025, see note 5 to our condensed consolidated financial statements.
For additional information concerning our derivative instruments, see notes 6 and 7 to our condensed consolidated financial statements and Part I, Item 3. 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:
|
Three months ended September 30, |
Nine months ended September 30, |
||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| in millions | |||||||||||||||||||||||
| Intercompany balances denominated in a currency other than the entity's functional currency (a) | $ | 13.6 | $ | (1,065.4) | $ | (3,580.1) | $ | (233.2) | |||||||||||||||
| U.S. dollar-denominated debt issued by euro functional currency entities | (1.6) | 131.1 | 423.3 | 25.3 | |||||||||||||||||||
|
Cash and restricted cash denominated in a currency other than the entity's functional currency
|
(0.2) | (1.5) | (3.0) | 4.4 | |||||||||||||||||||
|
Other
|
(1.8) | 0.9 | (1.1) | 1.4 | |||||||||||||||||||
| Total | $ | 10.0 | $ | (934.9) | $ | (3,160.9) | $ | (202.1) | |||||||||||||||
(a)Amounts primarily relate to loans between certain of our non-operating subsidiaries in Europe.
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 5 and 7, respectively, to our condensed 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:
|
Three months ended September 30, |
Nine months ended September 30, |
||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| in millions | |||||||||||||||||||||||
|
Vodafone
|
$ | 86.1 | $ | 117.3 | $ | 207.7 | $ | 163.8 | |||||||||||||||
|
ITV
|
(20.9) | 21.6 | 58.9 | 104.7 | |||||||||||||||||||
|
Televisa Univision
|
(3.5) | (87.1) | (45.1) | (76.4) | |||||||||||||||||||
|
Plume
|
(0.4) | (42.5) | (13.4) | (70.3) | |||||||||||||||||||
|
SMAs
|
3.7 | 9.1 | 7.1 | 30.0 | |||||||||||||||||||
|
Aviatrix
|
(1.7) | (3.1) | (5.5) | (30.6) | |||||||||||||||||||
|
EdgeConneX
|
0.3 | (10.8) | 3.9 | 78.3 | |||||||||||||||||||
|
Lionsgate (a)
|
7.7 | (10.5) | 0.4 | (20.6) | |||||||||||||||||||
|
Pax8 (b)
|
- | (24.8) | - | (27.9) | |||||||||||||||||||
|
Lacework (c)
|
- | (0.2) | - | (75.8) | |||||||||||||||||||
| Other, net | (6.9) | (14.6) | (38.5) | (37.5) | |||||||||||||||||||
| Total | $ | 64.4 | $ | (45.6) | $ | 175.5 | $ | 37.7 | |||||||||||||||
______________
(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.
(b)We completed the sale of our investment in Pax8 during the fourth quarter of 2024.
(c)We completed the sale of our investment in Lacework during the third quarter of 2024.
Losses on debt extinguishment, net
We recognized net losses on debt extinguishment of $11.2 million and $20.1 million during the three and nine months ended September 30, 2025, respectively, related to the write-off of unamortized deferred financing costs and discounts. For additional information concerning our losses on debt extinguishment, net, see note 9 to our condensed consolidated financial statements.
Share of results of affiliates, net
The following table sets forth the details of our share of results of affiliates, net:
|
Three months ended September 30, |
Nine months ended September 30, |
||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| in millions | |||||||||||||||||||||||
|
VMO2 JV (a)
|
$ | (11.2) | $ | (36.1) | $ | (258.9) | $ | (32.4) | |||||||||||||||
|
VodafoneZiggo JV (b)
|
2.7 | (49.4) | (68.0) | (38.0) | |||||||||||||||||||
|
AtlasEdge JV
|
(23.2) | (16.5) | (57.7) | (30.3) | |||||||||||||||||||
|
nexfibre JV
|
(10.8) | (18.2) | (53.0) | (6.5) | |||||||||||||||||||
|
Formula E (c)
|
- | (5.8) | - | (29.1) | |||||||||||||||||||
|
All3Media (d)
|
- | - | - | (15.5) | |||||||||||||||||||
| Other, net | (0.8) | (6.8) | (18.3) | (12.6) | |||||||||||||||||||
| Total | $ | (43.3) | $ | (132.8) | $ | (455.9) | $ | (164.4) | |||||||||||||||
(a)Represents (i) our 50% share of the results of operations of the VMO2 JV and (ii) for the nine months ended September 30, 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:
|
Three months ended September 30, |
Nine months ended September 30, |
||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| in millions | |||||||||||||||||||||||
| Revenue | $ | 3,436.0 | $ | 3,512.7 | $ | 9,935.8 | $ | 10,170.9 | |||||||||||||||
| Adjusted EBITDA | $ | 1,250.3 | $ | 1,170.9 | $ | 3,496.0 | $ | 3,376.9 | |||||||||||||||
| Operating income | $ | 305.0 | $ | 276.1 | $ | 609.7 | $ | 791.0 | |||||||||||||||
| Non-operating expense (1) | $ | (308.8) | $ | (344.8) | $ | (1,229.6) | $ | (789.6) | |||||||||||||||
| Net loss | $ | (20.0) | $ | (55.3) | $ | (494.7) | $ | (20.0) | |||||||||||||||
_______________
(1)Includes interest expense of $413.2 million, $406.4 million, $1,201.8 million and $1,239.5 million in the respective periods shown.
The changes in the VMO2 JV's revenue during the three and nine months ended September 30, 2025, as compared to the corresponding periods in 2024, are primarily due to the net effect of (i) decreases in other revenue related to low-margin construction revenue from the nexfibre JV, (ii) decreases in mobile revenue due to lower handset revenue and (iii) increases in B2B fixed revenue due 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 changes in the VMO2 JV's Adjusted EBITDA during the three and nine months ended September 30, 2025, as compared to the corresponding periods in 2024, are primarily due to the net effect of (a) the aforementioned changes in revenue, (b) a provision for legal matters in 2025, (c) a handset inventory-related insurance recovery during the third quarter of 2025 of approximately $27 million related to a loss recognized during the fourth quarter of 2024, (d) cost efficiencies and (e) decreases in the nexfibre JV construction impact to Adjusted EBITDA. In addition, the reported revenue and Adjusted EBITDA amounts are impacted by FX.
(b)Represents (i) our 50% share of the results of operations of the VodafoneZiggo JV and (ii) interest income of $15.1 million, $14.2 million, $42.8 million and $41.7 million in the respective periods shown, representing 100% of the interest earned on the VodafoneZiggo JV Receivables. The summarized results of operations of the VodafoneZiggo JV are set forth below:
|
Three months ended September 30, |
Nine months ended September 30, |
||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| in millions | |||||||||||||||||||||||
| Revenue | $ | 1,156.8 | $ | 1,131.1 | $ | 3,332.1 | $ | 3,336.7 | |||||||||||||||
| Adjusted EBITDA | $ | 522.2 | $ | 527.8 | $ | 1,482.0 | $ | 1,565.5 | |||||||||||||||
| Operating income | $ | 63.9 | $ | 93.8 | $ | 111.3 | $ | 292.4 | |||||||||||||||
| Non-operating expense (1) | $ | (145.4) | $ | (259.8) | $ | (439.4) | $ | (493.9) | |||||||||||||||
| Net loss | $ | (37.0) | $ | (132.6) | $ | (227.4) | $ | (161.6) | |||||||||||||||
_______________
(1)Includes interest expense of $194.5 million, $208.3 million, $574.7 million and $619.5 million in the respective periods shown.
The changes in the VodafoneZiggo JV's revenue during the three and nine months ended September 30, 2025, as compared to the corresponding periods in 2024, are primarily due to the net effect of (i) decreases in residential fixed revenue, partially offset by the repricing impact, (ii) decreases in mobile revenue and (iii) higher B2B fixed revenue. The changes in the VodafoneZiggo JV's Adjusted EBITDA during the three and nine months ended September 30, 2025, as compared to the corresponding periods in 2024, are primarily due to the net effect of (a) the aforementioned changes in revenue, (b) increases in consulting costs, (c) higher programming costs and (d) cost control measures in customer service, IT and procurement. In addition, the reported revenue and Adjusted EBITDA amounts are impacted by FX.
The VodafoneZiggo JV is experiencing significant competition in both its fixed-line and mobile operations. If the adverse impacts of economic, competitive, regulatory or other factors were to cause significant deterioration of the results of operations or cash flows of the VodafoneZiggo JV, we could conclude in future periods that our investment in the VodafoneZiggo JV is impaired or management of the VodafoneZiggo JV could conclude that an impairment of the VodafoneZiggo JV goodwill and, to a lesser extent, long-lived assets, is required. Any such impairment of the VodafoneZiggo JV's goodwill or our investment in the VodafoneZiggo JV would be reflected as a component of share of results of affiliates, net, in our condensed consolidated statement of operations. Our share of any such impairment charges could be significant.
(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.
Gain on sale of All3Media
In connection with the sale of All3Media, we recognized a gain of $242.9 million during the nine months ended September 30, 2024.
Other income, net
We recognized other income, net, of $27.5 million and $53.1 million during the three months ended September 30, 2025 and 2024, respectively, and $80.0 million and $166.0 million during the nine months ended September 30, 2025 and 2024, respectively. These amounts include interest and dividend income of $20.5 million and $53.4 million during the three-month periods, respectively, and $78.1 million and $165.2 million during the nine-month periods, respectively.
Income tax benefit (expense)
We recognized income tax benefit (expense) of $46.9 million and $116.0 million during the three and nine months ended September 30, 2025, respectively, and $11.2 million and ($59.8 million) during the three and nine months ended September 30, 2024.
The income tax benefit during the three months ended September 30, 2025 differs from the expected income tax benefit of $19.6 million (based on the Bermuda statutory income tax rate of 15.0%), primarily due to the net positive impact of (i) a net decrease in unrecognized tax benefits and (ii) statutory rates in certain jurisdictions in which we operate that are different than the Bermuda statutory income tax rate. The net positive impact of these items was partially offset by the net negative impact of (a) certain permanent differences between the financial and tax accounting treatment of items associated with investments in subsidiaries and affiliates and (b) a net increase in valuation allowances.
The income tax benefit during the nine months ended September 30, 2025 differs from the expected income tax benefit of $644.5 million (based on the Bermuda statutory income tax rate of 15.0%), primarily due to the net negative impact of (i) non-deductible or non-taxable foreign currency exchange results and (ii) certain permanent differences between the financial and tax accounting treatment of items associated with investments in subsidiaries and affiliates. The net negative impact of these items was partially offset by the net positive impact of (a) statutory rates in certain jurisdictions in which we operate that are different than the Bermuda statutory income tax rate and (b) a net decrease in valuation allowances.
The income tax benefit during the three months ended September 30, 2024 differs from the expected income tax benefit of $358.7 million (based on the U.K. statutory income tax rate of 25.0%), 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 income tax expense during the nine months ended September 30, 2024 differs from the expected income tax benefit of $101.3 million (based on the U.K. statutory income tax rate of 25.0%), primarily due to the net negative impact of (i) certain permanent differences between the financial and tax accounting treatment of interest and other items, (ii) non-deductible or non-taxable foreign currency exchange results and (iii) 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 positive impact of a net decrease in valuation allowances.
For additional information concerning our income taxes, see note 11 to our condensed consolidated financial statements.
Loss from continuing operations
During the three months ended September 30, 2025 and 2024, we reported loss from continuing operations of $83.4 million and $1,423.7 million, respectively, consisting of (i) operating income (loss) of ($8.0 million) and $33.4 million, respectively, (ii) net non-operating expense of $122.3 million and $1,468.3 million, respectively, and (iii) income tax benefit of $46.9 million and $11.2 million, respectively.
During the nine months ended September 30, 2025 and 2024, we reported loss from continuing operations of $4,180.5 million and $465.1 million, respectively, consisting of (i) operating income (loss) of $82.3 million and ($11.9 million), respectively, (ii) net non-operating expense of $4,378.8 million and $393.4 million, respectively, and (iii) income tax benefit (expense) of $116.0 million and ($59.8 million), respectively.
Gains or losses associated with (i) changes in the fair values of derivative instruments, (ii) movements in foreign currency exchange rates and (iii) the disposition of assets and changes in ownership are subject to a high degree of volatility and, as such, any gains from these sources do not represent a reliable source of income. In the absence of significant gains in the future from these sources or from other non-operating items, our ability to achieve earnings is largely dependent on our ability to increase our aggregate operating income to a level that more than offsets the aggregate amount of our (a) interest expense, (b) other non-operating expenses and (c) income tax expense.
Due largely to the fact that we seek to maintain our debt at levels that provide for attractive equity returns, as discussed under Material Changes in Financial Condition -Capitalizationbelow, we expect we will continue to report significant levels of interest expense for the foreseeable future. For information concerning our expectations with respect to trends that may affect certain aspects of our operating results in future periods, see the discussion under Overview above. For information concerning the reasons for changes in specific line items in our condensed consolidated statements of operations, see Discussion and Analysis of our Reportable Segments and Discussion and Analysis of our Consolidated Operating Results above.
Earnings (loss) from discontinued operations, net of taxes
We reported earnings (loss) from discontinued operations, net of taxes, of $12.8 million and ($143.6 million) during the three and nine months ended September 30, 2024, respectively, related to the operations of the Sunrise Entities. For additional information, see note 4 to our condensed consolidated financial statements.
Net earnings attributable to noncontrolling interests
Net earnings attributable to noncontrolling interests was $7.3 million and $23.2 million during the three months ended September 30, 2025 and 2024, respectively, and $40.4 million and $47.3 million during the nine months ended September 30, 2025 and 2024, respectively, attributable to certain noncontrolling interests at Telenet and Formula E.
Material Changes in Financial Condition
Sources and Uses of Cash
We are a holding company that is dependent on the capital resources of our subsidiaries to satisfy our liquidity requirements at the corporate level. Each of our significant operating subsidiaries is separately financed within one of our two subsidiary "borrowing groups." These borrowing groups include the respective restricted parent and subsidiary entities within Telenet and VM Ireland. Although our borrowing groups typically generate cash from operating activities, the terms of the instruments governing the indebtedness of these borrowing groups may restrict our ability to access the liquidity of these subsidiaries. In addition, our ability to access the liquidity of these and other subsidiaries may be limited by tax and legal considerations, the presence of noncontrolling interests and other factors.
Cash, cash equivalents and SMAs
The details of the U.S. dollar equivalent balances of our consolidated cash and cash equivalents and investments held under SMAs at September 30, 2025 are set forth in the following table (in millions):
| Cash and cash equivalents held by: | |||||
|
Liberty Global and unrestricted subsidiaries:
|
|||||
|
Liberty Global (a)
|
$ | 0.1 | |||
| Unrestricted subsidiaries (b) | 513.3 | ||||
|
Total Liberty Global and unrestricted subsidiaries
|
513.4 | ||||
| Borrowing groups (c): | |||||
|
Telenet
|
1,146.5 | ||||
|
VM Ireland
|
14.3 | ||||
|
Total borrowing groups
|
1,160.8 | ||||
| Total cash and cash equivalents (d) | 1,674.2 | ||||
|
Investments held under SMAs (e)
|
85.9 | ||||
|
Total cash and cash equivalents and investments held under SMAs
|
$ | 1,760.1 | |||
_______________
(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 $1,307.4 million or 78.1% and $327.5 million or 19.6% denominated in euros and U.S. dollars, respectively.
(e)The balance of our investments held under SMAs is held by unrestricted subsidiaries of Liberty Global and includes $76.0 million or 88.5% denominated in U.S. dollars.
For additional information regarding our cash and cash equivalents and investments held under SMAs, see the discussion under Part I, Item 3. Quantitative and Qualitative Disclosures about Market Risk - Cash and Investments below.
Liquidity of Liberty Global and its unrestricted subsidiaries
The $0.1 million of cash held by Liberty Global and, subject to certain tax and legal considerations, the $513.3 million of aggregate cash and cash equivalents held by unrestricted subsidiaries, together with the $85.9 million of investments held under SMAs, represented available liquidity at the corporate level at September 30, 2025. Our remaining cash and cash equivalents of $1,160.8 million at September 30, 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 September 30, 2025, see note 11 to the consolidated financial statements included in our 2024 10-K.
Our short-term sources of corporate liquidity include (i) readily available assets, such as (a) cash and cash equivalents held by Liberty Global and, subject to certain tax and legal considerations, Liberty Global's unrestricted subsidiaries, and (b) investments held under SMAs, and (ii) funds derived from other items, such as (a) interest and dividend income received on our and, subject to certain tax and legal considerations, our unrestricted subsidiaries' cash and cash equivalents and investments, including dividend distributions received from the VMO2 JV or the VodafoneZiggo JV, (b) cash received with respect to transitional and other services provided to various third parties and affiliates and (c) interest received with respect to the VodafoneZiggo JV Receivables.
From time to time, Liberty Global and its unrestricted subsidiaries may also receive (i) proceeds in the form of dividend distributions or loan repayments from Liberty Global's borrowing groups or affiliates (including amounts from the VMO2 JV or the VodafoneZiggo JV) upon (a) the completion of recapitalizations, refinancings, asset sales or similar transactions by these entities or (b) the accumulation of excess cash from operations or other means, (ii) proceeds upon the disposition of investments and other assets of Liberty Global and its unrestricted subsidiaries and (iii) proceeds in connection with the incurrence of debt by Liberty Global or its unrestricted subsidiaries or the issuance of equity securities by Liberty Global, including equity securities issued to satisfy subsidiary obligations. No assurance can be given that any external funding would be available to Liberty Global or its unrestricted subsidiaries on favorable terms, or at all.
At September 30, 2025, our consolidated cash and cash equivalents included $1,674.1 million held by entities that are domiciled outside of Bermuda. Based on our assessment of our ability to access the liquidity of our subsidiaries on a tax efficient basis and our expectations with respect to our corporate liquidity requirements, we do not anticipate that tax considerations will adversely impact our corporate liquidity over the next 12 months. Our ability to access the liquidity of our subsidiaries on a tax efficient basis is a consideration in assessing the extent of our share repurchase program.
In addition, the amount of cash we receive from our subsidiaries and affiliates to satisfy U.S. dollar-denominated liquidity requirements is impacted by fluctuations in exchange rates, particularly with regard to the translation of euros and British pound sterling into U.S. dollars. In this regard, the strengthening (weakening) of the U.S. dollar against these currencies will result in decreases (increases) in the U.S. dollars received from the applicable subsidiaries and affiliates to fund the repurchase of our equity securities and other U.S. dollar-denominated liquidity requirements.
Our short- and long-term liquidity requirements include 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 the nine months ended September 30, 2025, the aggregate amount of our share repurchases, including direct acquisition costs, was $158.8 million. Under our current share repurchase program, we are authorized during 2025 to repurchase up to 10% of our total outstanding shares as of December 31, 2024. For additional information regarding our share repurchase programs, see note 12 to our condensed consolidated financial statements.
Liquidity of borrowing groups
The cash and cash equivalents of our borrowing groups are detailed in the table above. In addition to cash and cash equivalents, the primary sources of liquidity of our borrowing groups are cash provided by operations and borrowing availability under their respective debt instruments. For the details of the borrowing availability of our borrowing groups at September 30, 2025, see note 9 to our condensed consolidated financial statements. The aforementioned sources of liquidity may be supplemented in certain cases by contributions and/or loans from Liberty Global and its unrestricted subsidiaries.
The liquidity of our borrowing groups generally is used to fund (i) property and equipment additions, (ii) debt service requirements and (iii) income tax payments, as well as to settle certain obligations that are not included on our September 30, 2025 condensed consolidated balance sheet. In this regard, we have significant commitments related to (a) purchase obligations associated with CPE and certain service-related commitments, (b) programming, studio output and sports rights contracts and (c) certain operating costs associated with our networks. These obligations are expected to represent a significant liquidity requirement of our borrowing groups, a significant portion of which is due over the next 12 to 24 months. For additional information regarding our commitments, see note 15 to our condensed consolidated financial statements.
From time to time, our borrowing groups may also require liquidity in connection with (i) acquisitions and other investment opportunities, (ii) loans to Liberty Global or its unrestricted subsidiaries, (iii) capital distributions to Liberty Global and other equity owners or (iv) the satisfaction of contingent liabilities. No assurance can be given that any external funding would be available to our borrowing groups on favorable terms, or at all.
For additional information regarding our consolidated cash flows, see the discussion under Condensed Consolidated Statements of Cash Flows below.
Capitalization
We seek to maintain our debt at levels that provide for attractive equity returns without assuming undue risk. In this regard, we generally seek to cause our operating subsidiaries to maintain their debt at levels that result in a consolidated debt balance (measured using subsidiary debt figures at swapped foreign currency exchange rates, consistent with the covenant calculation requirements of our subsidiary debt agreements) that is between four and five times our consolidated Adjusted EBITDA, although the timing of our acquisitions and financing transactions and the interplay of average and spot foreign currency rates may impact this ratio. Consolidated Adjusted EBITDA is a non-GAAP measure, which investors should view as a supplement to, and not a substitute for, GAAP measures of performance included in our condensed consolidated statements of operations.
Our ability to service or refinance our debt and to maintain compliance with the leverage covenants in the credit agreements and indentures of our borrowing groups is dependent primarily on our ability to maintain or increase the Adjusted EBITDA of our operating subsidiaries and to achieve adequate returns on our property and equipment additions and acquisitions. In addition, our ability to obtain additional debt financing is limited by the incurrence-based leverage covenants contained in the various debt instruments of our borrowing groups. For example, if the Adjusted EBITDA of one of our borrowing groups were to decline, our ability to obtain additional debt could be limited. Under our credit facilities and senior secured notes there is no cross-default risk between subsidiary borrowing groups in the event that one or more of our borrowing groups were to experience significant declines in their Adjusted EBITDA to the extent they were no longer able to service their debt obligations. Any mandatory prepayment events or events of default that may occur would only impact the relevant borrowing group in which these events occur and do not allow for any recourse to other borrowing groups or Liberty Global Ltd. Our credit facilities and senior secured notes require that certain members of the relevant borrowing group guarantee the payment of all sums payable thereunder and such group members are required to grant first-ranking security over their shares or, in certain borrowing groups, over substantially all of their assets to secure the payment of all sums payable thereunder. At September 30, 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 September 30, 2025, the outstanding principal amount of our consolidated debt, together with our finance lease obligations, aggregated $8.5 billion, including $0.7 billion that is classified as current on our condensed 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 September 30, 2025.
Notwithstanding our negative working capital position at September 30, 2025, we believe we have sufficient resources to repay or refinance the current portion of our debt and finance lease obligations and to fund our foreseeable liquidity requirements during the next 12 months. However, as our maturing debt grows in later years, we anticipate we will seek to refinance or otherwise extend our debt maturities. No assurance can be given that we will be able to complete these refinancing transactions or otherwise extend our debt maturities. In this regard, it is not possible to predict how political and economic conditions, sovereign debt concerns or any adverse regulatory developments could impact the credit and equity markets we access and, accordingly, our future liquidity and financial position. Our ability to access debt financing on favorable terms, or at all, could be adversely impacted by (i) the financial failure of any of our counterparties, which could (a) reduce amounts available under committed credit facilities and (b) adversely impact our ability to access cash deposited with any failed financial institution, and (ii) tightening of the credit markets. In addition, any weakness in the equity markets could make it less attractive to use our shares to satisfy contingent or other obligations, and sustained or increased competition, particularly in combination with adverse economic or regulatory developments, could have an unfavorable impact on our cash flows and liquidity.
For additional information concerning our debt and finance lease obligations, see notes 9 and 10, respectively, to our condensed consolidated financial statements.
Condensed Consolidated Statements of Cash Flows
General.Our cash flows are subject to significant variations due to FX.
Summary.The condensed consolidated statements of cash flows of our continuing operations for the nine months ended September 30, 2025 and 2024 are summarized as follows:
|
Nine months ended September 30, |
|||||||||||||||||
| 2025 | 2024 | Change | |||||||||||||||
| in millions | |||||||||||||||||
| Net cash provided by operating activities | $ | 580.2 | $ | 664.1 | $ | (83.9) | |||||||||||
| Net cash provided (used) by investing activities | (607.8) | 719.9 | (1,327.7) | ||||||||||||||
| Net cash used by financing activities | (273.4) | (643.5) | 370.1 | ||||||||||||||
| Effect of exchange rate changes on cash and cash equivalents and restricted cash | 158.8 | 16.1 | 142.7 | ||||||||||||||
| Net increase (decrease) in cash and cash equivalents and restricted cash | $ | (142.2) | $ | 756.6 | $ | (898.8) | |||||||||||
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 net cash receipts related to derivative instruments, (iii) 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, (iv) an increase due to FX, (v) an increase in cash provided by our Adjusted EBITDA and related working capital items and (vi) a decrease in cash provided due to lower dividend distributions. As further described in note 5, 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 5 and 9, respectively, to our condensed 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 (i) a decrease in cash of $656.8 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 $411.7 million in connection with the sale of our investment in All3Media during the second quarter of 2024 and (iii) a decrease in cash of $293.6 million due to higher capital expenditures. Capital expenditures increased from $611.9 million during the nine months ended September 30, 2024 to $905.5 million during the nine months ended September 30, 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.
The capital expenditures we report in our condensed consolidated statements of cash flows do not include amounts that are financed under capital-related vendor financing or finance lease arrangements. Instead, these amounts are reflected as non-cash additions to our property and equipment when the underlying assets are delivered and as repayments of debt when the principal is repaid. In this discussion, we refer to (i) our capital expenditures as reported in our condensed consolidated statements of cash flows, which exclude amounts financed under capital-related vendor financing or finance lease arrangements, and (ii) our total consolidated property and equipment additions, which include our capital expenditures on an accrual basis and amounts financed under capital-related vendor financing or finance lease arrangements. For further details regarding our property and equipment additions, see note 16 to our condensed consolidated financial statements. A reconciliation of our consolidated property and equipment additions to our consolidated capital expenditures, as reported in our condensed consolidated statements of cash flows, is set forth below:
|
Nine months ended September 30, |
|||||||||||
| 2025 | 2024 | ||||||||||
| in millions | |||||||||||
| Property and equipment additions | $ | 938.4 | $ | 724.3 | |||||||
|
Assets acquired under capital-related vendor financing arrangements
|
(72.7) | (59.3) | |||||||||
| Assets acquired under finance leases | - | (0.6) | |||||||||
|
Changes in current liabilities related to capital expenditures
|
39.8 | (52.5) | |||||||||
| Capital expenditures, net | $ | 905.5 | $ | 611.9 | |||||||
The increase in our property and equipment additions during the nine months ended September 30, 2025, as compared to the corresponding period in 2024, is primarily due to (i) an increase in local currency expenditures of our subsidiaries primarily due to the net effect of (a) an increase in expenditures for new build and upgrade projects, (b) a decrease in expenditures to support new customer products and operational efficiency initiatives and (c) an increase in expenditures for the purchase and installation of CPE, and (ii) an increase due to FX.
Financing Activities.The decrease in net cash used by financing activities is primarily attributable to the net effect of (i) a decrease in cash used of $353.7 million due to lower repurchases of Liberty Global common shares, (ii) a decrease in cash used of $84.1 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 and (iii) an increase in cash used of $53.4 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.
Adjusted Free Cash Flow
We define adjusted free cash flow as net cash provided by operating activities of our continuing operations, plus operating-related vendor financed expenses (which represents an increase in the period to our actual cash available as a result of extending vendor payment terms beyond normal payment terms, which are typically 90 days or less, through non-cash financing activities), less (i) cash payments in the period for capital expenditures, (ii) principal payments on operating- and capital-related amounts financed by vendors and intermediaries (which represents a decrease in the period to our actual cash available as a result of paying amounts to vendors and intermediaries where we previously had extended vendor payments beyond the normal payment terms) and (iii) principal payments on finance leases (which represents a decrease in the period to our actual cash available), each as reported in our condensed consolidated statements of cash flows, with each item excluding any cash provided or used by our discontinued operations. Net cash provided by operating activities of our continuing operations includes cash paid for third-party costs directly associated with successful and unsuccessful acquisitions and dispositions of $2.2 million and $7.6 million during the nine months ended September 30, 2025 and 2024, respectively.
We believe our presentation of adjusted free cash flow, which is a non-GAAP measure, provides useful information to our investors because this measure can be used to gauge our ability to (i) service debt and (ii) fund new investment opportunities after consideration of all actual cash payments related to our working capital activities and expenses that are capital in nature whether paid inside normal vendor payment terms or paid later outside normal vendor payment terms (in which case we typically pay in less than 365 days). Adjusted free cash flow should not be understood to represent our ability to fund discretionary amounts, as we have various mandatory and contractual obligations, including debt repayments, that are not deducted to arrive at these amounts. Investors should view adjusted free cash flow as a supplement to, and not a substitute for, GAAP measures of liquidity included in our condensed consolidated statements of cash flows. Further, our adjusted free cash flow may differ from how other companies define and apply their definition of adjusted free cash flow.
The following table provides the details of our adjusted free cash flow:
|
Nine months ended September 30, |
|||||||||||
| 2025 | 2024 | ||||||||||
| in millions | |||||||||||
| Net cash provided by operating activities of our continuing operations | $ | 580.2 | $ | 664.1 | |||||||
| Operating-related vendor financing additions (a) | 251.6 | 291.9 | |||||||||
| Cash capital expenditures, net | (905.5) | (611.9) | |||||||||
| Principal payments on operating-related vendor financing | (298.2) | (283.2) | |||||||||
| Principal payments on capital-related vendor financing | (50.6) | (71.0) | |||||||||
| Principal payments on finance leases | (4.4) | (2.4) | |||||||||
| Adjusted free cash flow | $ | (426.9) | $ | (12.5) | |||||||
_______________
(a)For purposes of our condensed consolidated statements of cash flows, operating-related vendor financing additions represent operating-related expenses financed by an intermediary that are treated as constructive operating cash outflows and constructive financing cash inflows when the intermediary settles the liability with the vendor. When we pay the financing intermediary, we record financing cash outflows in our consolidated statements of cash flows. For purposes of our adjusted free cash flow definition, we (i) add in the constructive financing cash inflow when the intermediary settles the liability with the vendor as our actual net cash available at that time is not affected and (ii) subsequently deduct the related financing cash outflow when we actually pay the financing intermediary, reflecting the actual reduction to our cash available to service debt or fund new investment opportunities.
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