SEC Info - Liberty Global plc - ‘10-K’ for 12/31/21

II-42

Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors

Liberty Global plc:

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of Liberty Global plc and subsidiaries (the Company) as of December 31, 2021 and 2020, the related consolidated statements of operations, comprehensive earnings, equity, and cash flows for each of the years in the three-year period ended December 31, 2021, and the related notes and financial statement schedules I to II (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2020, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2021, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February 17, 2022 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Capitalization of external costs

As discussed in Notes 3 and 10 to the consolidated financial statements, the Company capitalizes certain external costs for construction and installation activities and internal use software. Capitalized external costs for construction and installation activities and internal use software are recorded within property and equipment, net which has a balance of $6,981.5 million as of December 31, 2021.

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We identified the assessment of the capitalization of external costs for construction and installation activities and internal use software as a critical audit matter. Assessing the Company’s determination of which costs qualify for capitalization or expense required a high degree of auditor judgment to evaluate the nature of the supporting documentation.

The following are the primary procedures we performed to address this critical audit matter. We applied auditor judgment to determine the nature of procedures to be performed over the capitalization of external costs for construction and installation activities and internal use software. This included comparing the external costs capitalized in the current year for construction and installation activities and internal use software to the historical external costs capitalized, considering the nature of the Company’s business activities, to identify, for further investigation, inconsistent trends or unexpected patterns of capitalization. We evaluated the design and tested the operating effectiveness of certain internal controls related to the capitalization of external costs for construction and installation activities and internal use software. This included controls related to (1) the Company’s identification of qualifying capital external costs and (2) the Company’s review of the nature of the underlying activity. We selected a sample of capitalized external costs in the current year and independently assessed the Company’s determination that such costs qualify for capitalization by investigating the nature of the costs based on underlying third-party documentation such as project documentation, vendor contracts and invoices.

Fair value measurement of the initial investment in the VMO2 JV

As discussed in Notes 6 and 9 to the consolidated financial statements, the Company acquired a 50% interest in a joint venture with Telefónica SA (the VMO2 JV) on June 1, 2021 in exchange for its contribution of Virgin Media Inc.’s United Kingdom operations and certain other of the Company’s subsidiaries. The Company estimated the fair value of the VMO2 JV using a discounted cash flow analysis, and based on the estimated fair value, the Company recorded its initial equity method investment of $14,670.8 million for the VMO2 JV.

We identified the evaluation of the fair value measurement of the initial investment in the VMO2 JV as a critical audit matter. Evaluating the projected revenue growth rates, EBITDA margins, discount rate, and terminal growth rate used to estimate the fair value of the initial investment in the VMO2 JV required a higher degree of auditor judgment due to the subjective nature of the assumptions. Additionally, addressing the matter required specialized skills and knowledge.

The following are the primary procedures we performed to address this critical audit matter. We performed sensitivity analyses to assess the impact of possible changes to certain assumptions on the fair value measurement. We evaluated the design and tested the operating effectiveness of certain internal controls over the Company’s fair value measurement process related to the valuation of the initial investment in the VMO2 JV, including controls related to the development of the above assumptions. We evaluated the projected revenue growth rates used by the Company by comparing them to historical average growth rates, and publicly available industry and market data. We assessed the projected EBITDA margins by comparing them to historical EBITDA margins and publicly available industry and market data. We involved valuation professionals with specialized skills and knowledge, who assisted in:

•evaluating the discount rate by comparing it to an independently developed range using publicly available market data for comparable entities

•evaluating the terminal growth rate by comparing it to publicly available market data

•evaluating the fair value of the initial investment derived from the assumptions above by comparing the implied market multiple from the Company’s fair value estimates to the observed range of market multiples derived from comparable entities.

/s/ i KPMG LLP

We have served as the Company’s auditor since 2004.

i Denver, Colorado

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LIBERTY GLOBAL PLC

CONSOLIDATED BALANCE SHEETS


	December 31,
	2021		2020
	in millions
ASSETS
Current assets:
Cash and cash equivalents	$	i 910.6	$	i 1,327.2
Trade receivables, net	i 907.3		i 1,078.4
Short-term investments (measured at fair value on a recurring basis) (note 7)	i 2,269.6		i 1,600.2


Current assets of discontinued operations (note 6)	i 925.0		i 980.1
Other current assets (notes 4, 6, 7 and 8)	i 928.0		i 816.5
Total current assets	i 5,940.5		i 5,802.4
Investments and related notes receivable (including $ i 2,757.8 million and $ i 1,865.8 million, respectively, measured at fair value on a recurring basis) (note 7)	i 19,703.0		i 5,354.5
Property and equipment, net (notes 10 and 12)	i 6,981.5		i 7,626.6
Goodwill (note 10 )	i 9,523.4		i 9,965.7
Intangible assets subject to amortization, net (note 10)	i 2,342.5		i 2,879.9

Assets held for sale (note 6)	i —		i 24,282.7
Other assets, net (notes 4, 6, 8, 12 and 13)	i 2,426.1		i 3,180.9
Total assets	$	i 46,917.0	$	i 59,092.7

The accompanying notes are an integral part of these consolidated financial statements.

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LIBERTY GLOBAL PLC

CONSOLIDATED BALANCE SHEETS — (Continued)


	December 31,
	2021		2020
	in millions
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	i 613.4	$	i 579.1
Deferred revenue (note 4)	i 274.7		i 426.9
Current portion of debt and finance lease obligations (notes 11 and 12)	i 850.3		i 1,086.1
Accrued capital expenditures	i 257.7		i 204.2
Accrued income taxes	i 236.6		i 252.7
Derivative instruments (note 8)	i 221.8		i 252.7
Current liabilities of discontinued operations (note 6)	i 201.3		i 187.5
Other accrued and current liabilities (note 12)	i 1,429.0		i 1,521.9
Total current liabilities	i 4,084.8		i 4,511.1
Long-term debt and finance lease obligations (notes 11 and 12)	i 13,974.8		i 13,861.3
Liabilities associated with assets held for sale (note 6)	i —		i 23,197.2
Long-term operating lease liabilities	i 1,226.1		i 1,255.4
Other long-term liabilities (notes 4, 8, 13 and 16)	i 2,033.3		i 2,969.3
Total liabilities	i 21,319.0		i 45,794.3

Commitments and contingencies (notes 8, 11, 13, 16 and 18)	i		i

Equity (note 14):
Liberty Global shareholders:
Class A ordinary shares, $ i i 0.01 / nominal value. Issued and outstanding i i 174,310,558 / and i i 181,348,114 / shares, respectively	i 1.8		i 1.8
Class B ordinary shares, $ i i 0.01 / nominal value. Issued and outstanding i i 12,930,839 / and i i 12,561,444 / shares, respectively	i 0.1		i 0.1
Class C ordinary shares, $ i i 0.01 / nominal value. Issued and outstanding i i 340,114,729 / and i i 386,588,921 / shares, respectively	i 3.4		i 3.9
Additional paid-in capital	i 3,893.0		i 5,271.7
Accumulated earnings	i 18,144.5		i 4,692.1
Accumulated other comprehensive earnings, net of taxes	i 3,892.2		i 3,693.1
Treasury shares, at cost	( i 0.1)		( i 0.1)
Total Liberty Global shareholders	i 25,934.9		i 13,662.6
Noncontrolling interests	( i 336.9)		( i 364.2)
Total equity	i 25,598.0		i 13,298.4
Total liabilities and equity	$	i 46,917.0	$	i 59,092.7

The accompanying notes are an integral part of these consolidated financial statements.

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LIBERTY GLOBAL PLC

CONSOLIDATED STATEMENTS OF OPERATIONS

Year ended December 31,

2021

2020

2019

in millions, except per share amounts

Revenue (notes 4, 6, 7 and 19)

i 10,311.3

i 11,545.4

i 11,115.8

Operating costs and expenses (exclusive of depreciation and amortization, shown separately below):

Programming and other direct costs of services

i 3,017.6

i 3,320.6

i 3,130.8

Other operating (note 15)

i 1,484.6

i 1,719.3

i 1,579.2

Selling, general and administrative (SG&A) (note 15)

i 2,154.1

i 2,150.0

i 2,044.2

Depreciation and amortization (note 10)

i 2,353.7

i 2,227.2

i 3,546.3

Impairment, restructuring and other operating items, net (notes 5 and 16)

( i 19.0)

i 97.4

i 155.4

i 8,991.0

i 9,514.5

i 10,455.9

Operating income

i 1,320.3

i 2,030.9

i 659.9

Non-operating income (expense):

Interest expense

( i 882.1)

( i 1,186.8)

( i 1,384.2)

Realized and unrealized gains (losses) on derivative instruments, net (note 8)

i 622.9

( i 878.7)

( i 193.2)

Foreign currency transaction gains (losses), net

i 1,324.5

( i 1,409.3)

( i 95.6)

Realized and unrealized gains due to changes in fair values of certain investments and debt, net (notes 7, 9 and 11)

i 735.0

i 45.2

i 72.0

Losses on debt extinguishment, net (note 11)

( i 90.6)

( i 233.2)

( i 216.7)

Share of results of affiliates, net (note 7)

( i 175.4)

( i 245.3)

( i 198.5)

Gain on U.K. JV Transaction (note 6)

i 10,873.8

i —

Gain on Atlas Edge JV Transactions (note 6)

i 227.5

i —

Other income, net

i 44.9

i 76.2

i 114.4

i 12,680.5

( i 3,831.9)

( i 1,901.8)

Earnings (loss) from continuing operations before income taxes

i 14,000.8

( i 1,801.0)

( i 1,241.9)

Income tax benefit (expense) (note 13)

( i 473.3)

i 275.9

( i 234.0)

Earnings (loss) from continuing operations

i 13,527.5

( i 1,525.1)

( i 1,475.9)

Discontinued operations (note 6):

Earnings from discontinued operations, net of taxes

i 82.6

i 58.4

i 797.2

Gain on disposal of discontinued operations, net of taxes

i —

i 12,316.9

i 82.6

i 58.4

i 13,114.1

Net earnings (loss)

i 13,610.1

( i 1,466.7)

i 11,638.2

Net earnings attributable to noncontrolling interests

( i 183.3)

( i 161.3)

( i 116.8)

Net earnings (loss) attributable to Liberty Global shareholders

i 13,426.8

( i 1,628.0)

i 11,521.4

Basic earnings (loss) attributable to Liberty Global shareholders per share (note 3):

Continuing operations

i 24.01

( i 2.80)

( i 2.26)

Discontinued operations (note 6)

i 0.15

i 0.10

i 18.58

i 24.16

( i 2.70)

i 16.32

Diluted earnings (loss) attributable to Liberty Global shareholders per share (note 3):

Continuing operations

i 23.45

( i 2.80)

( i 2.26)

Discontinued operations (note 6)

i 0.14

i 0.10

i 18.58

i 23.59

( i 2.70)

i 16.32

The accompanying notes are an integral part of these consolidated financial statements.

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LIBERTY GLOBAL PLC

CONSOLIDATED STATEMENTS OF COMPREHENSIVE EARNINGS

Year ended December 31,

2021

2020

2019

in millions

Net earnings (loss)

i 13,610.1

( i 1,466.7)

i 11,638.2

Other comprehensive earnings, net of taxes (note 17):

Continuing operations:

Foreign currency translation adjustments

( i 1,069.8)

i 2,586.2

i 445.0

Reclassification adjustment included in net earnings (loss) (note 6)

i 1,249.3

( i 1.5)

( i 1.3)

Pension-related adjustments and other

i 80.7

( i 17.2)

( i 13.1)

Other comprehensive earnings from continuing operations

i 260.2

i 2,567.5

i 430.6

Other comprehensive earnings (loss) from discontinued operations (note 6)

( i 59.9)

i 13.5

i 51.5

Other comprehensive earnings

i 200.3

i 2,581.0

i 482.1

Comprehensive earnings

i 13,810.4

i 1,114.3

i 12,120.3

Comprehensive earnings attributable to noncontrolling interests

( i 184.5)

( i 161.9)

( i 118.0)

Comprehensive earnings attributable to Liberty Global shareholders

i 13,625.9

i 952.4

i 12,002.3

The accompanying notes are an integral part of these consolidated financial statements.

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LIBERTY GLOBAL PLC

CONSOLIDATED STATEMENTS OF EQUITY

Liberty Global shareholders

Non-controlling
interests

Total
equity

Ordinary shares

Additional
paid-in
capital

Accumulated
earnings (deficit)

Accumulated
other
comprehensive
earnings,
net of taxes

Treasury shares,
at cost

Total Liberty Global
shareholders

Class A

Class B

Class C

in millions

Balance at January 1, 2019

i 2.0

i 0.1

i 5.3

i 9,214.5

( i 5,171.0)

i 631.8

( i 0.1)

i 4,682.6

( i 533.1)

i 4,149.5

Net earnings

—

i 11,521.4

—

i 11,521.4

i 116.8

i 11,638.2

Other comprehensive earnings, net of taxes (note 17)

—

i 480.9

—

i 480.9

i 1.2

i 482.1

Repurchases and cancellations of Liberty Global ordinary shares (note 14)

( i 0.2)

—

( i 0.9)

( i 3,219.1)

—

( i 3,220.2)

—

( i 3,220.2)

Share-based compensation (note 15)

—

i 250.1

—

i 250.1

—

i 250.1

Repurchases by Telenet of its outstanding shares

—

( i 134.5)

—

( i 134.5)

i 20.4

( i 114.1)

Adjustments due to changes in subsidiaries’ equity and other, net

—

i 25.9

—

i 25.9

( i 12.9)

i 13.0

Balance at December 31, 2019

i 1.8

i 0.1

i 4.4

i 6,136.9

i 6,350.4

i 1,112.7

( i 0.1)

i 13,606.2

( i 407.6)

i 13,198.6

The accompanying notes are an integral part of these consolidated financial statements.

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LIBERTY GLOBAL PLC

CONSOLIDATED STATEMENTS OF EQUITY — (Continued)

Liberty Global shareholders

Non-controlling
interests

Total
equity

Ordinary shares

Additional
paid-in
capital

Accumulated earnings

Accumulated
other
comprehensive
earnings,
net of taxes

Treasury shares,
at cost

Total Liberty Global
shareholders

Class A

Class B

Class C

in millions

Balance at January 1, 2020, before effect of accounting change

i 1.8

i 0.1

i 4.4

i 6,136.9

i 6,350.4

i 1,112.7

( i 0.1)

i 13,606.2

( i 407.6)

i 13,198.6

Impact of ASU No. 2016-13 (note 2)

—

( i 30.3)

—

( i 30.3)

i 0.2

( i 30.1)

Balance at January 1, 2020, as adjusted for accounting change

i 1.8

i 0.1

i 4.4

i 6,136.9

i 6,320.1

i 1,112.7

( i 0.1)

i 13,575.9

( i 407.4)

i 13,168.5

Net loss

—

( i 1,628.0)

—

( i 1,628.0)

i 161.3

( i 1,466.7)

Other comprehensive earnings, net of taxes (note 17)

—

i 2,580.4

—

i 2,580.4

i 0.6

i 2,581.0

Repurchases and cancellations of Liberty Global ordinary shares (note 14)

—

( i 0.5)

( i 1,071.8)

—

( i 1,072.3)

—

( i 1,072.3)

Share-based compensation (note 15)

—

i 261.7

—

i 261.7

—

i 261.7

Distributions by subsidiaries to noncontrolling interest owners (note 14)

—

( i 139.2)

Repurchases by Telenet of its outstanding shares

—

( i 45.3)

—

( i 45.3)

i 7.2

( i 38.1)

Adjustments due to changes in subsidiaries’ equity and other, net

—

( i 9.8)

—

( i 9.8)

i 13.3

i 3.5

Balance at December 31, 2020

i 1.8

i 0.1

i 3.9

i 5,271.7

i 4,692.1

i 3,693.1

( i 0.1)

i 13,662.6

( i 364.2)

i 13,298.4

The accompanying notes are an integral part of these consolidated financial statements.

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LIBERTY GLOBAL PLC

CONSOLIDATED STATEMENTS OF EQUITY — (Continued)

Liberty Global shareholders

Non-controlling
interests

Total
equity

Ordinary shares

Additional
paid-in
capital

Accumulated
earnings

Accumulated
other
comprehensive
earnings,
net of taxes

Treasury shares,
at cost

Total Liberty Global
shareholders

Class A

Class B

Class C

in millions

Balance at January 1, 2021

i 1.8

i 0.1

i 3.9

i 5,271.7

i 4,692.1

i 3,693.1

( i 0.1)

i 13,662.6

( i 364.2)

i 13,298.4

Net earnings

—

i 13,426.8

—

i 13,426.8

i 183.3

i 13,610.1

Other comprehensive earnings, net of taxes (note 17)

—

i 199.1

—

i 199.1

i 1.2

i 200.3

Repurchases and cancellations of Liberty Global ordinary shares (note 14)

—

( i 0.5)

( i 1,580.6)

—

( i 1,581.1)

—

( i 1,581.1)

Share-based compensation (note 15)

—

i 257.9

—

i 257.9

—

i 257.9

Distributions by subsidiaries to noncontrolling interest owners

(note 14)

—

( i 141.8)

Repurchases by Telenet of its outstanding shares

—

( i 16.9)

—

( i 16.9)

i 1.6

( i 15.3)

Adjustments due to changes in subsidiaries’ equity and other, net

—

( i 39.1)

i 25.6

—

( i 13.5)

( i 17.0)

( i 30.5)

Balance at December 31, 2021

i 1.8

i 0.1

i 3.4

i 3,893.0

i 18,144.5

i 3,892.2

( i 0.1)

i 25,934.9

( i 336.9)

i 25,598.0

The accompanying notes are an integral part of these consolidated financial statements.

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LIBERTY GLOBAL PLC

CONSOLIDATED STATEMENTS OF CASH FLOWS

Year ended December 31,

2021

2020

2019

in millions

Cash flows from operating activities:

Net earnings (loss)

i 13,610.1

( i 1,466.7)

i 11,638.2

Earnings from discontinued operations

i 82.6

i 58.4

i 13,114.1

Earnings (loss) from continuing operations

i 13,527.5

( i 1,525.1)

( i 1,475.9)

Adjustments to reconcile earnings (loss) from continuing operations to net cash provided by operating activities of continuing operations:

Share-based compensation expense

i 308.1

i 348.0

i 305.8

Depreciation and amortization

i 2,353.7

i 2,227.2

i 3,546.3

Impairment, restructuring and other operating items, net

( i 19.0)

i 97.4

i 155.4

Amortization of deferred financing costs and non-cash interest

i 31.9

i 44.8

i 53.7

Realized and unrealized losses (gains) on derivative instruments, net

( i 622.9)

i 878.7

i 193.2

Foreign currency transaction losses (gains), net

( i 1,324.5)

i 1,409.3

i 95.6

Realized and unrealized gains due to changes in fair values of certain investments and debt, net

( i 735.0)

( i 45.2)

( i 72.0)

Losses on debt extinguishment, net

i 90.6

i 233.2

i 216.7

Share of results of affiliates, net

i 175.4

i 245.3

i 198.5

Deferred income tax expense (benefit)

i 318.2

( i 262.9)

i 64.5

Gain on U.K. JV Transaction

( i 10,873.8)

i —

Gain on Atlas Edge JV Transactions

( i 227.5)

i —

Changes in operating assets and liabilities, net of the effects of acquisitions and dispositions:

Receivables and other operating assets

i 707.1

i 947.3

i 877.0

Payables and accruals

( i 872.3)

( i 830.7)

( i 795.4)

Dividends received from the VodafoneZiggo JV

i 311.7

i 249.5

i 162.7

Dividends received from the VMO2 JV

i 214.8

i —

Net cash provided by operating activities of continuing operations

i 3,364.0

i 4,016.8

i 3,526.1

Net cash provided by operating activities of discontinued operations

i 185.0

i 169.0

i 1,059.3

Net cash provided by operating activities

i 3,549.0

i 4,185.8

i 4,585.4

The accompanying notes are an integral part of these consolidated financial statements.

II-52

LIBERTY GLOBAL PLC

CONSOLIDATED STATEMENTS OF CASH FLOWS — (Continued)

Year ended December 31,

2021

2020

2019

in millions

Cash flows from investing activities:

Cash paid for investments

( i 7,261.8)

( i 8,240.5)

( i 256.1)

Cash received from the sale of investments

i 6,170.8

i 6,031.9

i —

Cash and restricted cash contributed to the VMO2 JV in connection with the
U.K. JV Transaction

( i 3,424.0)

i —

Capital expenditures, net

( i 1,408.0)

( i 1,292.8)

( i 1,168.2)

Cash released from (used to fund) the Vodafone Escrow Accounts, net

i 214.9

i 104.9

( i 295.2)

Net cash received in connection with the Atlas Edge JV Transactions

i 144.5

i —

Loans to the VodafoneZiggo JV

( i 123.0)

( i 122.7)

i —

Net cash received in connection with the U.K. JV Transaction

i 108.6

i —

Cash paid in connection with acquisitions, net of cash acquired

( i 70.8)

( i 5,267.8)

( i 23.1)

Proceeds received upon disposition of discontinued operations, net

i —

i 11,203.1

Other investing activities, net

( i 96.7)

( i 30.2)

i 154.6

Net cash provided (used) by investing activities of continuing operations

( i 5,745.5)

( i 8,817.2)

i 9,615.1

Net cash used by investing activities of discontinued operations

( i 51.0)

( i 56.8)

( i 340.5)

Net cash provided (used) by investing activities

( i 5,796.5)

( i 8,874.0)

i 9,274.6

Cash flows from financing activities:

Borrowings of debt

i 2,570.7

i 13,205.8

i 4,445.8

Operating-related vendor financing additions

i 1,781.6

i 2,754.5

i 2,159.0

Repayments and repurchases of debt and finance lease obligations:

Debt (excluding vendor financing)

( i 1,721.0)

( i 8,857.1)

( i 6,292.2)

Principal payments on operating-related vendor financing

( i 1,408.0)

( i 2,381.7)

( i 1,821.9)

Principal payments on capital-related vendor financing

( i 964.4)

( i 2,088.8)

( i 2,085.9)

Principal payments on finance leases

( i 75.7)

( i 86.0)

( i 72.9)

Repurchases of Liberty Global ordinary shares

( i 1,580.4)

( i 1,072.3)

( i 3,219.4)

Net cash received related to derivative instruments

i 143.6

i 129.1

i 331.5

Distributions by subsidiaries to noncontrolling interest owners

( i 137.6)

( i 137.1)

( i 32.6)

Payment of financing costs and debt premiums

( i 23.3)

( i 290.0)

( i 206.8)

Repurchases by Telenet of its outstanding shares

( i 14.3)

( i 38.1)

( i 114.1)

Other financing activities, net

( i 83.8)

( i 33.8)

i 1.0

Net cash provided (used) by financing activities of continuing operations

( i 1,512.6)

i 1,104.5

( i 6,908.5)

Net cash used by financing activities of discontinued operations

( i 33.3)

( i 20.9)

( i 268.1)

Net cash provided (used) by financing activities

( i 1,545.9)

i 1,083.6

( i 7,176.6)

The accompanying notes are an integral part of these consolidated financial statements.

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LIBERTY GLOBAL PLC

CONSOLIDATED STATEMENTS OF CASH FLOWS — (Continued)

Year ended December 31,

2021

2020

2019

in millions

Effect of exchange rate changes on cash and cash equivalents and restricted cash:

Continuing operations

( i 6.6)

i 141.0

i 0.4

Discontinued operations

i —

( i 1.2)

Total

( i 6.6)

i 141.0

( i 0.8)

Net increase (decrease) in cash and cash equivalents and restricted cash:

Continuing operations

( i 3,900.7)

( i 3,554.9)

i 6,233.1

Discontinued operations

i 100.7

i 91.3

i 449.5

Total

( i 3,800.0)

( i 3,463.6)

i 6,682.6

Cash and cash equivalents and restricted cash:

Beginning of year

i 4,717.3

i 8,180.9

i 1,498.3

Net increase (decrease)

( i 3,800.0)

( i 3,463.6)

i 6,682.6

End of year

i 917.3

i 4,717.3

i 8,180.9

Cash paid for interest:

Continuing operations

i 830.3

i 1,126.0

i 1,421.1

Discontinued operations

i 1.7

i 363.1

Total

i 832.0

i 1,127.7

i 1,784.2

Net cash paid for taxes:

Continuing operations

i 156.2

i 228.9

i 341.4

Discontinued operations

i 34.2

i 18.8

i 152.7

Total

i 190.4

i 247.7

i 494.1

Details of end of period cash and cash equivalents and restricted cash:

Cash and cash equivalents

i 910.6

i 1,327.2

i 8,142.4

Restricted cash included in other current assets and other assets, net

i 6.7

i 6.8

i 38.5

Cash and cash equivalents and restricted cash included in assets held for sale

i —

i 3,383.3

i —

Total cash and cash equivalents and restricted cash

i 917.3

i 4,717.3

i 8,180.9

The accompanying notes are an integral part of these consolidated financial statements.

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LIBERTY GLOBAL PLC

Notes to Consolidated Financial Statements

(1) i Basis of Presentation

Liberty Global plc (Liberty Global) is a public limited company organized under the laws of England and Wales. In these notes, 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. We are an international provider of broadband internet, video, fixed-line telephony and mobile communications services to residential customers and businesses in Europe.

Our continuing operations comprise businesses that provide residential and business-to-business (B2B) communications services in (i) Switzerland and Slovakia through certain wholly-owned subsidiaries that we collectively refer to as “UPC Holding”, (ii) Belgium through Telenet Group Holding N.V. (Telenet), a i 60.8%-owned subsidiary, and (iii) Ireland through another wholly-owned subsidiary (VM Ireland). In addition, we own i 50% noncontrolling interests in (a) a i 50: i 50 joint venture (the VodafoneZiggo JV) with Vodafone Group plc (Vodafone), which provides residential and B2B communication services in the Netherlands, and (b) a i 50: i 50 joint venture (the VMO2 JV) with Telefónica SA (Telefónica), which provides residential and B2B communication services in the United Kingdom (U.K.).

In addition, we currently provide residential and B2B communications services in Poland through UPC Holding. On September 22, 2021, we entered into an agreement to sell our operations in Poland. Accordingly, in these consolidated financial statements, our operations in Poland are reflected as discontinued operations for all periods presented. For additional information, see note 6.

Through May 31, 2021, our consolidated operations also included residential and B2B communications services provided to customers in the U.K. through Virgin Media Inc. (Virgin Media). On June 1, 2021, we contributed the U.K. JV Entities (as defined in note 6) to the VMO2 JV and began accounting for our i 50% interest in the VMO2 JV as an equity method investment. For additional information, see note 6.

Through July 31, 2019, we provided residential and B2B communication services in (i) Germany through Unitymedia GmbH (Unitymedia) and (ii) Hungary, the Czech Republic and Romania through UPC Holding. In addition, through May 2, 2019, we provided direct-to-home satellite (DTH) services to residential customers in Hungary, the Czech Republic, Romania and Slovakia through a Luxembourg-based subsidiary of UPC Holding that we refer to as “UPC DTH”. In these consolidated financial statements, our operations in Germany, Romania, Hungary and the Czech Republic and the operations of UPC DTH are presented as discontinued operations for all applicable periods. For information regarding the disposition of these entities, see note 6.

These consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (GAAP). Unless otherwise indicated, the amounts presented in these notes relate only to our continuing operations, and ownership percentages and convenience translations into United States (U.S.) dollars are calculated as of December 31, 2021.

(2) i Accounting Changes and Recent Accounting Pronouncements

Accounting Changes

ASU 2019-12

In December 2019, the Financial Accounting Standards Board (the FASB) issued Accounting Standards Update (ASU) No. 2019-12, Simplifying the Accounting for Income Taxes (ASU 2019-12), which is intended to improve consistency and simplify several areas of existing guidance. ASU 2019-12 removes certain exceptions to the general principles related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. The new guidance also clarifies the accounting for transactions that result in a step-up in the tax basis of goodwill. We adopted ASU 2019-12 on January 1, 2021, and such adoption did not have a significant impact on our consolidated financial statements.

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LIBERTY GLOBAL PLC

Notes to Consolidated Financial Statements — (Continued)

ASU 2019-02

In March 2019, the FASB issued ASU No. 2019-02, Improvements to Accounting for Costs of Films and License Agreements for Program Materials (ASU 2019-02), which aligns the accounting for production costs of an episodic television series with the accounting for production costs of films. ASU 2019-02 removes the existing constraint that restricts capitalization of production costs to contracted revenue for episodic television series. The amended guidance also permits entities to test a film or license agreement for impairment at the film group level, addresses cash flow classification and provides new disclosure requirements. We adopted ASU 2019-02 on January 1, 2020 on a prospective basis. The adoption of ASU 2019-02 did not have a significant impact on our consolidated financial statements.

ASU 2018-15

In August 2018, the FASB issued ASU No. 2018-15, Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement that is a Service Contract (ASU 2018-15), which requires entities to defer implementation costs incurred that are related to the application development stage in a cloud computing arrangement that is a service contract. ASU 2018-15 requires deferred implementation costs to be amortized over the term of the cloud computing arrangement and presented in the same expense line item as the cloud computing arrangement. All other implementation costs are generally expensed as incurred. We adopted ASU 2018-15 on January 1, 2020 on a prospective basis. As a result of the adoption of ASU 2018-15, (i) certain implementation costs that were previously expensed as incurred are now deferred as prepaid expenses and amortized over the term of the cloud computing arrangement and (ii) certain costs associated with developing interfaces between a cloud computing arrangement and internal-use software that were previously capitalized as property and equipment are now deferred as prepaid expenses and amortized over the term of the cloud computing arrangement. The adoption of ASU 2018-15 did not have a significant impact on our consolidated financial statements.

ASU 2016-13

In June 2016, the FASB issued ASU No. 2016-13, Measurement of Credit Losses on Financial Statements (ASU 2016-13), which changes the recognition model for credit losses related to assets held at amortized cost. ASU 2016-13 eliminates the threshold that a loss must be considered probable to recognize a credit loss and instead requires an entity to reflect its current estimate of lifetime expected credit losses. We adopted ASU 2016-13 on January 1, 2020 on a modified retrospective basis by recording a cumulative effect adjustment of $ i 30.3 million to our accumulated earnings related to increases to our allowances for certain trade and notes receivable.

Recent Accounting Pronouncements

ASU 2021-08

In October 2021, the FASB issued ASU No. 2021-08, Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (ASU 2021-08), which requires contract assets and contract liabilities acquired in a business combination to be recognized and measured in accordance with Topic 606, Revenue from Contracts with Customers, as if the acquirer had originated the contracts. ASU 2021-08 is effective for annual reporting periods beginning after December 15, 2022, including interim periods within those fiscal years, with early adoption permitted. The main impact of the adoption of ASU 2021-08 will be the recognition of contract assets and contract liabilities in future business combinations at amounts generally consistent with the carrying value of such assets and liabilities of the acquiree immediately before the acquisition date.

ASU 2020-04

In April 2020, the FASB issued ASU No. 2020-04, Facilitation of the Effects of Reference Rate Reform on Financial Reporting (ASU 2020-04), which provides optional expedients and exceptions for contract modifications, subject to meeting certain criteria, that reference the London Interbank Offered Rate (LIBOR) or another reference rate expected to be discontinued. In accordance with the optional expedients in ASU 2020-04, we expect to modify certain of our debt agreements during 2022 to replace LIBOR with another reference rate and apply the practical expedient to account for the modification as a continuation of the existing contract. We currently do not believe the use of optional expedients in ASU 2020-04 will have a significant impact on our consolidated financial statements. For additional information regarding our debt, see note 11.

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LIBERTY GLOBAL PLC

Notes to Consolidated Financial Statements — (Continued)

(3) i Summary of Significant Accounting Policies

Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Estimates and assumptions are used in accounting for, among other things, the valuation of acquisition-related assets and liabilities, allowances for doubtful accounts, certain components of revenue, programming and copyright costs, deferred income taxes and related valuation allowances, loss contingencies, fair value measurements, impairment assessments, capitalization of internal costs associated with construction and installation activities, useful lives of long-lived assets, share-based compensation and actuarial liabilities associated with certain benefit plans. Actual results could differ from those estimates.

Principles of Consolidation

The accompanying consolidated financial statements include our accounts and the accounts of all voting interest entities where we exercise a controlling financial interest through the ownership of a direct or indirect controlling voting interest and variable interest entities for which our company is the primary beneficiary. All significant intercompany accounts and transactions have been eliminated in consolidation.

Cash and Cash Equivalents and Restricted Cash

Cash equivalents consist of money market funds and other investments that are readily convertible into cash and have maturities of three months or less at the time of acquisition. We record money market funds at the net asset value as there are no restrictions on our ability, contractual or otherwise, to redeem our investments at the stated net asset value.

Restricted cash consists of cash held in restricted accounts, including cash held as collateral for debt and other compensating balances. Restricted cash amounts that are required to be used to purchase long-term assets or repay long-term debt are classified as long-term assets. All other cash that is restricted to a specific use is classified as current or long-term based on the expected timing of the disbursement.

Our significant non-cash investing and financing activities are disclosed in our consolidated statements of equity and in notes 8, 10, 11 and 12.

Cash Flow Statement

For purposes of our consolidated statements of cash flows, operating-related expenses financed by an intermediary are treated as constructive operating cash outflows and constructive financing cash inflows when the intermediary settles the liability with the vendor as there is no actual cash outflow until we pay the financing intermediary. When we pay the financing intermediary, we record financing cash outflows in our consolidated statements of cash flows. The capital expenditures we report in our consolidated statements of cash flows do not include amounts that are financed under capital-related vendor financing or finance lease arrangements. Instead, these amounts are reflected as non-cash additions to our property and equipment when the underlying assets are delivered, and as repayments of debt when the principal is repaid.

Trade Receivables

Our trade receivables are reported net of an allowance for doubtful accounts. Such allowance aggregated $ i 42.0 million and $ i 48.3 million at December 31, 2021 and 2020, respectively. The allowance for doubtful accounts is based upon our current estimate of lifetime expected credit losses related to uncollectible accounts receivable. We use a number of factors in determining the allowance, including, among other things, collection trends, prevailing and anticipated economic conditions and specific customer credit risk. The allowance is maintained until either payment is received or the likelihood of collection is considered to be remote.

Concentration of credit risk with respect to trade receivables is limited due to the large number of residential and business customers. We also manage this risk by disconnecting services to customers whose accounts are delinquent.

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LIBERTY GLOBAL PLC

Notes to Consolidated Financial Statements — (Continued)

Investments

We make elections, on an investment-by-investment basis, as to whether we measure our investments at fair value. Such elections are generally irrevocable. With the exception of those investments over which we exercise significant influence, we generally elect the fair value method. For those investments over which we exercise significant influence, we generally elect the equity method. We determine the appropriate classification of our investments in debt securities at the time of purchase based on the underlying nature and characteristics of each security. All of our debt securities are classified as available for sale and are reported at fair value.

Under the fair value method, investments are recorded at fair value and any changes in fair value are reported in realized and unrealized gains or losses due to changes in fair values of certain investments and debt, net, in our consolidated statements of operations. All costs directly associated with the acquisition of an investment to be accounted for using the fair value method are expensed as incurred. In addition, any interest received on our debt securities is reported as interest income in our consolidated statements of operations. Under the equity method, investments are recorded at cost and are subsequently increased or reduced to reflect our share of net earnings or losses of the investee. All costs directly associated with the acquisition of an investment to be accounted for using the equity method are included in the carrying amount of the investment. For additional information regarding our fair value and equity method investments, see notes 7 and 9.

Under the equity method, investments, originally recorded at cost, are adjusted to recognize our share of net earnings or losses of the affiliates as they occur rather than as dividends or other distributions are received, with our recognition of losses generally limited to the extent of our investment in, and advances and commitments to, the investee. The portion of the difference between our investment and our share of the net assets of the investee that represents goodwill is not amortized, but continues to be considered for impairment. Profits on transactions with equity affiliates for which assets remain on our or our investee’s balance sheet are eliminated to the extent of our ownership in the investee.

Dividends from publicly-traded investees that are not accounted for under the equity method are recognized when declared as dividend income in our consolidated statements of operations. Dividends from our equity method investees and all of our privately-held investees are reflected as reductions in the carrying values of the applicable investments. Dividends that are deemed to be (i) returns on our investments are included in cash flows from operating activities in our consolidated statements of cash flows and (ii) returns of our investments are included in cash flows from investing activities in our consolidated statements of cash flows.

We continually review all of our equity method investments to determine whether a decline in fair value below the cost basis is deemed other-than-temporary. The primary factors we consider in our determination are the extent and length of time that the fair value of the investment is below our company’s carrying value and the financial condition, operating performance and near-term prospects of the investee, changes in the stock price or valuation subsequent to the balance sheet date, and the impacts of exchange rates, if applicable. If the decline in fair value of an equity method investment is deemed to be other-than-temporary, the cost basis of the security is written down to fair value.

Realized gains and losses are determined on an average cost basis. Securities transactions are recorded on the trade date.

i Financial Instruments

Due to the short maturities of cash and cash equivalents, restricted cash, short-term liquid investments, trade and other receivables, other current assets, accounts payable and other accrued and current liabilities, their respective carrying values approximate their respective fair values. For information concerning the fair values of certain of our investments, derivatives and debt, see notes 7, 8 and 11, respectively. For information regarding how we arrive at certain of our fair value measurements, see note 9.

Derivative Instruments

All derivative instruments, whether designated as hedging relationships or not, are recorded on the balance sheet at fair value. We generally do not apply hedge accounting to our derivative instruments, therefore changes in the fair value of derivative instruments are recognized in earnings or loss.

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LIBERTY GLOBAL PLC

Notes to Consolidated Financial Statements — (Continued)

The net cash received or paid related to our derivative instruments is classified as an operating, investing or financing activity in our consolidated statements of cash flows based on the objective of the derivative instrument and the classification of the applicable underlying cash flows. For additional information regarding our derivative instruments, see note 8.

Property and Equipment

Property and equipment are stated at cost less accumulated depreciation. We capitalize costs associated with the construction of new fixed and mobile transmission and distribution facilities and the installation of new fixed-line services. Capitalized construction and installation costs include materials, labor and other directly attributable costs. Installation activities that are capitalized include (i) the initial connection (or drop) from our fixed-line system to a customer location, (ii) the replacement of a drop and (iii) the installation of equipment for additional services, such as broadband internet or fixed-line services. The costs of other customer-facing activities, such as reconnecting and disconnecting customer locations and repairing or maintaining drops, are expensed as incurred. Interest capitalized with respect to construction activities was not material during any of the periods presented.

Capitalized internal-use software is included as a component of property and equipment. We capitalize internal and external costs directly associated with the development of internal-use software. We also capitalize costs associated with the purchase of software licenses. Maintenance and training costs, as well as costs incurred during the preliminary stage of an internal-use software development project, are expensed as incurred.

Depreciation is computed using the straight-line method over the estimated useful life of the underlying asset. Equipment under finance leases is amortized on a straight-line basis over the shorter of the lease term or estimated useful life of the asset. Useful lives used to depreciate our property and equipment are assessed periodically and are adjusted when warranted. The useful lives of fixed and mobile distribution systems that are undergoing a rebuild are adjusted such that property and equipment to be retired will be fully depreciated by the time the rebuild is completed. For additional information regarding the useful lives of our property and equipment, see note 10.

Additions, replacements and improvements that extend the asset life are capitalized. Repairs and maintenance are charged to operations.

We recognize a liability for asset retirement obligations in the period in which it is incurred if sufficient information is available to make a reasonable estimate of fair values. Asset retirement obligations may arise from the loss of rights of way that we obtain from local municipalities or other relevant authorities, as well as our obligations under certain lease arrangements to restore the property to its original condition at the end of the lease term. Given the nature of our operations, most of our rights of way and certain leased premises are considered integral to our business. Accordingly, for most of our rights of way and certain lease agreements, the possibility is remote that we will incur significant removal costs in the foreseeable future and, as such, we do not have sufficient information to make a reasonable estimate of fair value for these asset retirement obligations.

As of December 31, 2021 and 2020, the recorded value of our asset retirement obligations was $ i 77.1 million and $ i 80.2 million, respectively.

Intangible Assets

Our primary intangible assets relate to goodwill and customer relationships. Goodwill represents the excess purchase price over the fair value of the identifiable net assets acquired in a business combination. Customer relationships are initially recorded at their fair value in connection with business combinations.

Goodwill and other intangible assets with indefinite useful lives are not amortized, but instead are tested for impairment at least annually. Intangible assets with finite lives are amortized on a straight-line basis over their respective estimated useful lives to their estimated residual values.

For additional information regarding the useful lives of our intangible assets, see note 10.

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LIBERTY GLOBAL PLC

Notes to Consolidated Financial Statements — (Continued)

Impairment of Property and Equipment and Intangible Assets

Leases

For leases with a term greater than 12 months, we recognize on the lease commencement date (i) right-of-use (ROU) assets representing our right to use an underlying asset and (ii) lease liabilities representing our obligation to make lease payments over the lease term. Lease and non-lease components in a contract are generally accounted for separately.

We initially measure lease liabilities at the present value of the remaining lease payments over the lease term. Options to extend or terminate the lease are included only when it is reasonably certain that we will exercise that option. As most of our leases do not provide enough information to determine an implicit interest rate, we generally use a portfolio level incremental borrowing rate in our present value calculation. We initially measure ROU assets at the value of the lease liability, plus any initial direct costs and prepaid lease payments, less any lease incentives received.

With respect to our finance leases, (i) ROU assets are generally depreciated on a straight-line basis over the shorter of the lease term or the useful life of the asset and (ii) interest expense on the lease liability is recorded using the effective interest method. Operating lease expense is recognized on a straight-line basis over the lease term. For leases with a term of 12 months or less (short-term leases), we do not recognize ROU assets or lease liabilities. Short-term lease expense is recognized on a straight-line basis over the lease term.

Income Taxes

Income taxes are accounted for under the asset and liability method. We recognize deferred tax assets and liabilities for the future tax consequences attributable to differences between the financial statement carrying amounts and income tax basis of assets and liabilities and the expected benefits of utilizing net operating loss and tax credit carryforwards, using enacted tax rates in effect for each taxing jurisdiction in which we operate for the year in which those temporary differences are expected to be recovered or settled. We recognize the financial statement effects of a tax position when it is more-likely-than-not, based on technical merits, that the position will be sustained upon examination. Net deferred tax assets are then reduced by a valuation allowance if we believe it is more-likely-than-not such net deferred tax assets will not be realized. Certain of our valuation allowances and tax uncertainties are associated with entities that we acquired in business combinations. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in earnings or loss in the period that includes the enactment date.

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LIBERTY GLOBAL PLC

Notes to Consolidated Financial Statements — (Continued)

Deferred tax liabilities related to investments in foreign subsidiaries and foreign corporate joint ventures that are essentially permanent in duration are not recognized until it becomes apparent that such amounts will reverse in the foreseeable future. In order to be considered essentially permanent in duration, sufficient evidence must indicate that the foreign subsidiary has invested or will invest its undistributed earnings indefinitely, or that earnings will be remitted in a tax-free manner. The 2017 Tax Cuts and Jobs Act created a requirement that certain income earned by foreign subsidiaries, known as global intangible low-taxed income (GILTI), must be included in the gross income of their U.S. shareholder. We have elected to treat the tax effect of GILTI as a current-period expense when incurred. Interest and penalties related to income tax liabilities are included in income tax benefit or expense in our consolidated statements of operations.

For additional information regarding our income taxes, see note 13.

Foreign Currency Translation and Transactions

The reporting currency of our company is the U.S. dollar. The functional currency of our foreign operations generally is the applicable local currency for each foreign subsidiary and equity method investee. Assets and liabilities of foreign subsidiaries (including intercompany balances for which settlement is not anticipated in the foreseeable future) are translated at the spot rate in effect at the applicable reporting date. With the exception of certain material transactions, the amounts reported in our consolidated statements of operations are translated at the average exchange rates in effect during the applicable period. The resulting unrealized cumulative translation adjustment, net of applicable income taxes, is recorded as a component of accumulated other comprehensive earnings or loss in our consolidated statements of equity. With the exception of certain material transactions, the cash flows from our operations in foreign countries are translated at the average rate for the applicable period in our consolidated statements of cash flows. The impacts of material transactions generally are recorded at the applicable spot rates in our consolidated statements of operations and cash flows. The effect of exchange rates on cash balances held in foreign currencies are separately reported in our consolidated statements of cash flows.

Transactions denominated in currencies other than our or our subsidiaries’ functional currencies are recorded based on exchange rates at the time such transactions arise. Changes in exchange rates with respect to amounts recorded on our consolidated balance sheets related to these non-functional currency transactions result in transaction gains and losses that are reflected in our consolidated statements of operations as unrealized (based on the applicable period end exchange rates) or realized upon settlement of the transactions.

Revenue Recognition

Service Revenue — Fixed Networks. We recognize revenue from the provision of broadband internet, video and fixed-line telephony services over our network to customers in the period the related services are provided, with the exception of revenue recognized pursuant to certain contracts that contain promotional discounts, as described below. Installation fees related to services provided over our network are generally deferred and recognized as revenue over the contractual period, or longer if the upfront fee results in a material renewal right.

Sale of Multiple Products and Services. We sell broadband internet, video, fixed-line telephony and, in most of our markets, mobile services to our customers in bundled packages at a rate lower than if the customer purchased each product on a standalone basis. Revenue from bundled packages generally is allocated proportionally to the individual products or services based on the relative standalone selling price for each respective product or service.

Mobile Revenue — General. Consideration from mobile contracts is allocated to the airtime service component and the handset component based on the relative standalone selling prices of each component. In markets where we offer handsets and airtime services in separate contracts entered into at the same time, we account for these contracts as a single contract.

Mobile Revenue — Airtime Services. We recognize revenue from mobile services in the period in which the related services are provided. Revenue from prepaid customers is deferred prior to the commencement of services and recognized as the services are rendered or usage rights expire.

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LIBERTY GLOBAL PLC

Notes to Consolidated Financial Statements — (Continued)

Mobile Revenue — Handset Revenue. Revenue from the sale of handsets is recognized at the point in which the goods have been transferred to the customer. Some of our mobile handset contracts that permit the customer to take control of the handset upfront and pay for the handset in installments over a contractual period may contain a significant financing component. For contracts with terms of one year or more, we recognize any significant financing component as revenue over the contractual period using the effective interest method. We do not record the effect of a significant financing component if the contractual period is less than one year.

B2B Revenue. We defer upfront installation and certain nonrecurring fees received on B2B contracts where we maintain ownership of the installed equipment. The deferred fees are amortized into revenue on a straight-line basis, generally over the longer of the term of the arrangement or the expected period of performance. From time to time, we also enter into agreements with certain B2B customers pursuant to which they are provided the right to use certain elements of our network. If these agreements are determined to contain a lease that meets the criteria to be considered a sales-type lease, we recognize revenue from the lease component when control of the network element is transferred to the customer.

Contract Costs. Incremental costs to obtain a contract with a customer, such as incremental sales commissions, are generally recognized as assets and amortized to SG&A expenses over the applicable period benefited, which generally is the contract life. If, however, the amortization period is less than one year, we expense such costs in the period incurred. Contract fulfillment costs, such as costs for installation activities for B2B customers, are recognized as assets and amortized to other operating costs over the applicable period benefited, which is generally the substantive contract term for the related service contract.

Promotional Discounts. For subscriber promotions, such as discounted or free services during an introductory period, revenue is recognized uniformly over the contractual period if the contract has substantive termination penalties. If a contract does not have substantive termination penalties, revenue is recognized only to the extent of the discounted monthly fees charged to the subscriber, if any.

Subscriber Advance Payments. Payments received in advance for the services we provide are deferred and recognized as revenue when the associated services are provided.

Sales, Use and Other Value-Added Taxes. Revenue is recorded net of applicable sales, use and other value-added taxes (VAT).

For additional information regarding our revenue recognition and related costs, see note 4. For a disaggregation of our revenue by major category and by reportable and geographic segment, see note 19.

Programming Costs

Programming costs include (i) agreements to distribute channels to our customers, (ii) exhibition rights of programming content and (iii) sports rights.

Channel Distribution Agreements. Our channel distribution agreements are generally multi-year contracts for which we are charged either (i) variable rates based upon the number of subscribers or (ii) on a flat fee basis. Certain of our variable rate contracts require minimum guarantees. Programming costs under such arrangements are recorded in operating costs and expenses in our consolidated statement of operations when the programming is available for viewing.

Exhibition Rights. Our agreements for exhibition rights are generally multi-year license agreements for which we are typically charged either (i) a percentage of the revenue earned per program or (ii) a flat fee per program. The current and long-term portions of our exhibition rights acquired under licenses are recorded as other current assets and other assets, net, respectively, on our consolidated balance sheet when the license period begins and the program is available for its first showing. Capitalized exhibition rights are amortized based on the projected future showings of the content using a straight-line or accelerated method of amortization, as appropriate. Exhibition rights are regularly reviewed for impairment and held at the lower of unamortized cost or estimated net realizable value.

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LIBERTY GLOBAL PLC

Notes to Consolidated Financial Statements — (Continued)

Sports Rights. Our sports rights agreements are generally multi-year contracts for which we are typically charged a flat fee per season. We typically pay for sports rights in advance of the respective season. The current and long-term portions of any payments made in advance of the respective season are recorded as other current assets and other assets, net, respectively, on our consolidated balance sheet and are amortized on a straight-line basis over the respective sporting season. Sports rights are regularly reviewed for impairment and held at the lower of unamortized cost or estimated net realizable value.

For additional information regarding our programming costs, see note 18.

Share-based Compensation

We recognize all share-based payments to employees, including grants of employee share-based incentive awards, based on their grant-date fair values and our estimates of forfeitures. We recognize share-based compensation expense as a charge to operations over the vesting period based on the grant-date fair value of outstanding awards, which may differ from the fair value of such awards on any given date. Our share of payroll taxes incurred in connection with the vesting or exercise of our share-based incentive awards is recorded as a component of share-based compensation expense in our consolidated statements of operations.

We use the straight-line method to recognize share-based compensation expense for our outstanding share awards that do not contain a performance condition and the accelerated expense attribution method for our outstanding share awards that contain a performance condition and vest on a graded basis.

The grant date fair values for options, share appreciation rights (SARs) and performance-based share appreciation rights (PSARs) are estimated using the Black-Scholes option pricing model, and the grant date fair values for restricted share units (RSUs), restricted share awards (RSAs) and performance-based restricted share units (PSUs) are based upon the closing share price of Liberty Global ordinary shares on the date of grant. We consider historical exercise trends in our calculation of the expected life of options and SARs granted by Liberty Global to employees. The expected volatility for options and SARs related to our ordinary shares is generally based on a combination of (i) historical volatilities for a period equal to the expected average life of the awards and (ii) volatilities implied from publicly-traded options for our shares.

We generally issue new Liberty Global ordinary shares when Liberty Global options or SARs are exercised, when RSUs and PSUs vest and when RSAs are granted. Our company settles SARs and PSARs on a net basis when exercised by the award holder, whereby the number of shares issued represents the excess value of the award based on the market price of the respective Liberty Global shares at the time of exercise relative to the award’s exercise price. In addition, the number of shares issued is further reduced by the amount of the employee’s required income tax withholding.

Although we repurchase Liberty Global ordinary shares from time to time, the parameters of our share purchase and redemption activities are not established with reference to the dilutive impact of our share-based compensation plans.

For additional information regarding our share-based compensation, see note 15.

Litigation Costs

Legal fees and related litigation costs are expensed as incurred.

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Notes to Consolidated Financial Statements — (Continued)

i Earnings or Loss per Share

Basic earnings or loss per share (EPS) is computed by dividing net earnings or loss by the weighted average number of shares outstanding for the period. Diluted EPS presents the dilutive effect, if any, on a per share basis of potential shares (e.g., options, SARs, RSUs, RSAs, PSARs and PSUs) as if they had been exercised, vested or converted at the beginning of the periods presented.

The details of our net earnings (loss) from continuing operations attributable to Liberty Global shareholders are set forth below:

Year ended December 31,

2021

2020

2019

in millions, except share amounts

Earnings (loss) from continuing operations

i 13,527.5

( i 1,525.1)

( i 1,475.9)

Net earnings from continuing operations attributable to noncontrolling interests

( i 183.3)

( i 161.3)

( i 116.8)

Net earnings (loss) from continuing operations attributable to Liberty Global shareholders

i 13,344.2

( i 1,686.4)

( i 1,592.7)

Weighted average ordinary shares outstanding (basic EPS computation)

i 555,695,224

i 602,083,910

i 705,794,546

Incremental shares attributable to the assumed exercise of outstanding options and SARs and the release of RSUs, RSAs and PSUs upon vesting (treasury stock method)

i 13,418,999

i —

Weighted average ordinary shares outstanding (diluted EPS computation)

i 569,114,223

i 602,083,910

i 705,794,546

The calculation of diluted earnings per share during 2021 excludes a total of i 47.9 million options, SARs and RSUs because their effect would have been anti-dilutive.

We reported losses from continuing operations attributable to Liberty Global shareholders during 2020 and 2019. Therefore, the potentially dilutive effect at December 31, 2020 and 2019 of the following items was not included in the computation of diluted loss from continuing operations attributable to Liberty Global shareholders per share because their inclusion would have been anti-dilutive to the computation or, in the case of certain PSARs and PSUs, because such awards had not yet met the applicable performance criteria: (i) the aggregate number of shares issuable pursuant to outstanding options, SARs, RSUs and RSAs of i 76.1 million and i 62.5 million, respectively, and (ii) the aggregate number of shares issuable pursuant to PSARs and PSUs of i 18.4 million and i 23.9 million, respectively.

(4) i Revenue Recognition and Related Costs

Contract Balances

If we transfer goods or services to a customer but do not have an unconditional right to payment, we record a contract asset. Contract assets typically arise from the uniform recognition of introductory promotional discounts over the contract period and accrued revenue for handset sales. Our contract assets were $ i 29.7 million and $ i 43.3 million as of December 31, 2021 and 2020, respectively. The current and long-term portions of our contract asset balances are included within other current assets and other assets, net, respectively, on our consolidated balance sheets.

We record deferred revenue when we receive payment prior to transferring goods or services to a customer. We primarily defer revenue for (i) installation and other upfront services and (ii) other services that are invoiced prior to when services are provided. Our deferred revenue balances were $ i 286.5 million and $ i 437.3 million as of December 31, 2021 and 2020, respectively. The decrease in deferred revenue during 2021 is primarily due to the net effect of (a) the recognition of $ i 357.1 million of revenue that was included in our deferred revenue balance at December 31, 2020 and (b) the impact of additions during the period. The long-term portions of our deferred revenue balances are included within other long-term liabilities on our consolidated balance sheets.

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Notes to Consolidated Financial Statements — (Continued)

Contract Costs

Our aggregate assets associated with incremental costs to obtain and fulfill our contracts were $ i 63.4 million and $ i 34.8 million at December 31, 2021 and 2020, respectively. The current and long-term portions of our assets related to contract costs are included within other current assets and other assets, net, respectively, on our consolidated balance sheets. During 2021, 2020 and 2019, we amortized $ i 81.3 million, $ i 113.2 million and $ i 80.2 million, respectively, to operating costs and expenses associated with these assets.

Unsatisfied Performance Obligations

A large portion of our revenue is derived from customers who are not subject to contracts. Revenue from customers who are subject to contracts is generally recognized over the term of such contracts, which is typically i 12 months for our residential service contracts, one to i three years for our mobile service contracts and one to i five years for our B2B service contracts.

(5) i Acquisitions

2020 Acquisition

Sunrise Acquisition. On November 11, 2020, we completed the acquisition of Sunrise Communications Group AG (Sunrise) (the Sunrise Acquisition). The Sunrise Acquisition was effected through an all cash public tender offer of the outstanding shares of Sunrise (the Sunrise Shares) for CHF i 110 ($ i 120 at the transaction date) per share, for a total purchase price of CHF i 5.0 billion ($ i 5.4 billion at the transaction date). In April 2021, we completed a statutory “squeeze-out” procedure, under applicable Swiss law, to acquire the remaining Sunrise Shares that were not acquired pursuant to the tender offer and, accordingly, now hold i 100% of the share capital of Sunrise.

We have accounted for the Sunrise Acquisition using the acquisition method of accounting, whereby the total purchase price was allocated to the acquired identifiable net assets of Sunrise based on assessments of their respective fair values, and the excess of the purchase price over the fair values of these identifiable net assets was allocated to goodwill. i A summary of the purchase price and the opening balance sheet of Sunrise at the November 11, 2020 acquisition date is presented in the following table. The opening balance sheet presented below reflects our final purchase price allocation (in millions):


Cash and cash equivalents	$	i 108.5
Trade receivables, net	i 484.2
Other current assets	i 148.3
Property and equipment, net	i 1,541.4
Goodwill (a)	i 3,436.0
Intangible assets subject to amortization, net	i 2,485.8
Operating lease ROU assets	i 1,047.1
Other assets, net	i 232.3
Current portion of debt and finance lease obligations	( i 133.2)
Current operating lease liabilities	( i 136.5)
Other accrued and current liabilities	( i 531.5)
Long-term debt and finance lease obligations	( i 1,762.5)
Long-term operating lease liabilities	( i 877.6)
Other long-term liabilities	( i 614.5)
Total purchase price (b)	$	i 5,427.8

_______________

(a) The goodwill recognized in connection with the Sunrise Acquisition is primarily attributable to (i) the opportunity to leverage Sunrise’s existing mobile network to gain immediate access to potential customers and (ii) estimated synergy benefits through the integration of Sunrise with our existing operations in Switzerland.

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LIBERTY GLOBAL PLC

Notes to Consolidated Financial Statements — (Continued)

(b) Excludes direct acquisition costs of $ i 27.8 million incurred during 2020, which are included in impairment, restructuring and other operating items, net, in our consolidated statement of operations.

2019 Acquisition

De Vijver Media. Prior to June 3, 2019, Telenet held a i 50% equity method investment in De Vijver Media NV (De Vijver Media), which provides content production, broadcasting and advertising services in Belgium. On June 3, 2019, Telenet acquired the remaining i 50% ownership interest in De Vijver Media (the De Vijver Media Acquisition) for cash consideration of € i 52.5 million ($ i 58.9 million at the transaction date) after post-closing adjustments. Immediately following this transaction, Telenet repaid in full De Vijver Media’s € i 62.0 million ($ i 69.5 million at the transaction date) of outstanding third-party debt. In connection with the De Vijver Media Acquisition, we recognized a $ i 25.7 million gain during the second quarter of 2019, representing the difference between the fair value of $ i 57.9 million and carrying amount of our then-existing i 50% ownership interest in De Vijver Media. This gain is included in other income, net, in our consolidated statement of operations.

Pro Forma Information

The following unaudited pro forma consolidated operating results give effect to the Sunrise Acquisition as if it had been completed as of January 1, 2019. No effect has been given to the De Vijver Media Acquisition since it would not have had a significant impact on our results of operations during 2019. These pro forma amounts are not necessarily indicative of the operating results that would have occurred if the Sunrise Acquisition had occurred on such date. The pro forma adjustments are based on certain assumptions that we believe are reasonable.


	Year ended December 31,
	2020		2019
	(unaudited)

Revenue (in millions)	$	i 13,206.8	$	i 12,978.4
Net loss from continuing operations attributable to Liberty Global shareholders (in millions)	$	( i 1,902.3)	$	( i 1,820.6)
Basic and diluted loss from continuing operations attributable to Liberty Global shareholders per share	$	( i i 3.16 / )	$	( i i 2.58 / )

Our consolidated statement of operations for 2020 includes revenue and net loss of $ i 314.0 million and $ i 15.4 million, respectively, attributable to Sunrise.

(6) i Dispositions

Pending Disposition

On September 22, 2021, we entered into a sale and purchase agreement (the Purchase Agreement), pursuant to which we agreed to sell i 100% of our operations in Poland (UPC Poland) to a third party for a total enterprise value of Polish zloty (PLN) i 7,025.0 million ($ i 1,743.8 million), subject to customary debt and working capital adjustments at completion. Closing of the transaction, which we currently expect to occur in the first half of 2022, is subject to the satisfaction of certain conditions, including receipt of requisite regulatory approvals.

We have agreed to provide certain transitional services for a period of up to i five years, depending on the service. These services principally will comprise network and information technology-related functions. The annual charges will depend on the actual level of services required by the purchaser.

Effective with the signing of the Purchase Agreement, we began presenting UPC Poland as a discontinued operation and, accordingly, we no longer depreciate or amortize the associated long-lived assets. In our consolidated balance sheets and statements of operations and cash flows, UPC Poland is reflected as a discontinued operation for all periods presented. Our

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Notes to Consolidated Financial Statements — (Continued)

operations in Poland are held through UPC Holding. No debt, interest or derivative instruments of the UPC Holding borrowing group have been allocated to discontinued operations. Prior to being presented as a discontinued operation, the operations of UPC Poland were included in our former “Central and Eastern Europe” reportable segment.

2021 Dispositions

U.K. JV Transaction

On June 1, 2021, pursuant to a Contribution Agreement dated May 7, 2020 (the Contribution Agreement) with, among others, Telefónica, (i) we contributed Virgin Media’s U.K. operations and certain other Liberty Global subsidiaries (together, the U.K. JV Entities) to the VMO2 JV and (ii) Telefónica contributed its U.K. mobile business to the VMO2 JV, creating a nationwide integrated communications provider (herein referred to as the “U.K. JV Transaction”). We account for our i 50% interest in the VMO2 JV as an equity method investment, as further described in note 7.

In connection with the U.K. JV Transaction, we received net cash of $ i 108.6 million, which includes the net impact of (i) equalization payments received from Telefónica, (ii) our share of the proceeds associated with related recapitalization financing transactions completed by the VMO2 JV and (iii) $ i 44.5 million of cash paid by Liberty Global to settle certain centrally-held vendor financing obligations associated with the VMO2 JV.

In connection with the U.K. JV Transaction, we recognized a pre-tax gain of $ i 10,873.8 million, net of the recognition of a cumulative foreign currency translation loss of $ i 1,198.6 million. The gain represents the net impact of the estimated fair value assigned to our i 50% interest in the VMO2 JV of $ i 14,670.8 million plus the $ i 179.7 million of aggregate cash received pursuant to the aforementioned equalization payments and recapitalization transactions, less the sum of (i) the $ i 2,677.4 million carrying value of the U.K. JV Entities at May 31, 2021 (excluding the related foreign currency translation loss), (ii) the foreign currency translation loss of $ i 1,198.6 million and (iii) $ i 100.7 million related to (a) the settlement of certain receivables due from Telefónica associated with the aforementioned recapitalization transactions and (b) third-party fees and expenses. Our estimates continue to be preliminary and are subject to further adjustment based on our final assessment of the fair value of the net assets of the VMO2 JV. For information regarding our approach to the valuation of our interest in the VMO2 JV, see note 9.

A summary of the preliminary fair value of the assets and liabilities of the VMO2 JV at the June 1, 2021 transaction date is presented in the following table. The preliminary amounts below are subject to adjustment based on the final assessment of the fair values of the identifiable assets and liabilities i (in millions):


Current assets	$	i 4,322.7
Property and equipment, net	i 12,523.2
Goodwill	i 29,195.1
Intangible assets subject to amortization, net	i 13,274.6
Other assets, net	i 3,997.2
Current portion of debt and finance lease obligations	( i 4,352.5)
Other accrued and current liabilities	( i 5,729.8)
Long-term debt and finance lease obligations	( i 21,879.2)
Other long-term liabilities	( i 2,009.7)
Total preliminary fair value of the net assets of the VMO2 JV	$	i 29,341.6

For periods prior to the June 1, 2021 completion of the U.K. JV Transaction, our consolidated statements of operations include aggregate earnings (loss) before income taxes attributable to the U.K. JV Entities of $ i 890.5 million, $ i 566.2 million and ($ i 450.4 million) during 2021, 2020 and 2019, respectively.

Effective with the signing of the Contribution Agreement, we began accounting for the U.K. JV Entities as held for sale. Accordingly, we ceased to depreciate or amortize the long-lived assets of the U.K. JV Entities. However, the U.K. JV Entities were not presented as discontinued operations as the U.K. JV Transaction did not represent a strategic shift as defined by GAAP.

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LIBERTY GLOBAL PLC

Notes to Consolidated Financial Statements — (Continued)

The June 1, 2021 carrying amounts of the major classes of assets and liabilities associated with the U.K. JV Entities, which were contributed to the VMO2 JV, are summarized below (in millions):


Assets:
Current assets (a)	$	i 4,868.3
Property and equipment, net	i 9,465.1
Goodwill	i 8,214.7
Other assets, net	i 3,086.9
Total assets (b)	$	i 25,635.0

Liabilities:
Current portion of debt and finance lease obligations	$	i 3,220.9
Other accrued and current liabilities	i 2,242.0
Long-term debt and finance lease obligations	i 16,905.1
Other long-term liabilities	i 1,788.2
Total liabilities (b)	$	i 24,156.2

_______________

(a) Amount includes $ i 3.4 billion of net proceeds from certain financing transactions completed in 2020 that were held in escrow pending the completion of the U.K. JV Transaction.

(b) The carrying amount of the net assets of $ i 1,478.8 million presented above is net of the cumulative foreign currency translation loss of $ i 1,198.6 million.

The carrying amounts of the major classes of assets and liabilities associated with the U.K. JV Entities that are classified as held for sale on our consolidated balance sheet as of December 31, 2020 are as follows (in millions):


Assets:
Current assets	$	i 4,519.8
Property and equipment, net	i 8,614.0
Goodwill	i 7,918.5
Other assets, net	i 3,230.4
Total assets	$	i 24,282.7

Liabilities:
Current portion of debt and finance lease obligations	$	i 2,699.5
Other accrued and current liabilities	i 2,207.3
Long-term debt and finance lease obligations	i 16,724.1
Other long-term liabilities	i 1,566.3
Total liabilities	$	i 23,197.2

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LIBERTY GLOBAL PLC

Notes to Consolidated Financial Statements — (Continued)

Atlas Edge JV Transactions

On September 1, 2021, we (i) contributed certain assets and liabilities to a newly-formed i 50: i 50 joint venture (the Atlas Edge JV) that was established for the purpose of acquiring and commercializing European technical real estate for edge colocation and hosting services and (ii) sold certain other assets to the Atlas Edge JV. In addition, we sold certain other assets to the Atlas Edge JV during the fourth quarter of 2021. In connection with these transactions, which we collectively refer to as the “Atlas Edge JV Transactions”, we (a) received net cash of $ i 144.5 million and (b) recognized a gain of $ i 227.5 million (net of the recognition of a cumulative foreign currency translation loss of $ i 1.8 million), representing the difference between the estimated fair value and the carrying value of the net assets associated with these transactions. We account for our i 50% interest in the Atlas Edge JV as an equity method investment.

2019 Dispositions

Vodafone Disposal Group

On July 31, 2019, we completed the sale of our operations in Germany, Romania, Hungary and the Czech Republic to Vodafone. The operations of Germany, Romania, Hungary and the Czech Republic are collectively referred to herein as the “Vodafone Disposal Group.”

After considering debt and working capital adjustments (including cash disposed) and € i 183.7 million ($ i 205.8 million at the transaction date) of cash paid by our company to settle centrally-held vendor financing obligations associated with the Vodafone Disposal Group, we received net cash proceeds of € i 10.0 billion ($ i 11.1 billion at the applicable rates). Pursuant to the agreement underlying the sale of the Vodafone Disposal Group, we transferred cash to fund certain third-party escrow accounts (the Vodafone Escrow Accounts) pending the fulfillment by our company of certain terms of the agreement. The current and long-term portions of the receivables associated with the Vodafone Escrow Accounts are included within other current assets and other assets, net, respectively, on our consolidated balance sheets. At December 31, 2020, the aggregate balance of the Vodafone Escrow Accounts was $ i 190.4 million. At December 31, 2021, the remaining balance was $ i 7.9 million, all of which is classified as current on our consolidated balance sheet.

In connection with the sale of the Vodafone Disposal Group, we recognized a gain of $ i 12.2 billion, which includes cumulative foreign currency translation gains of $ i 88.2 million and income taxes of $ i 35.4 million.

In connection with the sale of the Vodafone Disposal Group, we agreed to provide certain transitional services to Vodafone for a period of up to i four years. These services principally comprise network and information technology-related functions. During 2021, 2020 and 2019, we recorded revenue of $ i 130.7 million, $ i 152.6 million and $ i 63.1 million, respectively, associated with these transitional services.

For information regarding certain tax indemnities we provided in connection with the sale of the Vodafone Disposal Group, see note 18.

UPC DTH

On May 2, 2019, we completed the sale of UPC DTH to M7 Group (M7). After considering debt and working capital adjustments (including cash disposed), we received net cash proceeds of € i 128.9 million ($ i 144.1 million at the applicable rates).

In connection with the sale of UPC DTH, we recognized a gain of $ i 106.0 million, which includes cumulative foreign currency translation losses of $ i 10.0 million. No income taxes were required to be provided on this gain.

In connection with the sale of UPC DTH, we agreed to provide certain transitional services to M7 for a period of up to i two years. These services principally comprised network and information technology-related functions. During 2021, 2020 and 2019, we recorded revenue of $ i 0.7 million, $ i 1.9 million and $ i 1.4 million, respectively, associated with these transitional services.

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LIBERTY GLOBAL PLC

Notes to Consolidated Financial Statements — (Continued)

Presentation of Discontinued Operations

The operations of UPC Poland are presented as discontinued operations in our consolidated financial statements for all periods presented. In addition, the operations of the Vodafone Disposal Group and UPC DTH are presented as discontinued operations for 2019.

The carrying amounts of the major classes of assets and liabilities of UPC Poland as of December 31, 2021 and 2020 are summarized in the following table. Due to the fact that we expect to complete the sale of UPC Poland within 12 months, all of the associated assets and liabilities are classified as current on our consolidated balance sheets.


	December 31,
	2021		2020
	in millions

Assets:
Current assets	$	i 23.4	$	i 26.8
Property and equipment, net	i 406.8		i 427.5
Goodwill	i 464.7		i 501.0
Other assets, net	i 30.1		i 24.8
Total assets	$	i 925.0	$	i 980.1

Liabilities:
Current portion of debt and finance lease obligations	$	i 42.7	$	i 44.3
Other accrued and current liabilities	i 97.3		i 99.1
Long-term debt and finance lease obligations	i 5.0		i 6.0
Other long-term liabilities	i 56.3		i 38.1
Total liabilities	$	i 201.3	$	i 187.5

The operating results of UPC Poland for 2021 and 2020 are summarized in the following table. These amounts exclude intercompany revenue and expenses that are eliminated within our consolidated statements of operations.


	Year ended December 31,
	2021		2020
	in millions

Revenue	$	i 454.8	$	i 434.7
Operating income	$	i 133.7	$	i 86.9
Earnings before income taxes	$	i 130.7	$	i 77.4
Income tax expense	( i 48.1)		( i 19.0)
Net earnings attributable to Liberty Global shareholders	$	i 82.6	$	i 58.4

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LIBERTY GLOBAL PLC

Notes to Consolidated Financial Statements — (Continued)

The operating results of UPC Poland, the Vodafone Disposal Group and UPC DTH for 2019 are summarized in the following table. These amounts exclude intercompany revenue and expenses that are eliminated within our consolidated statement of operations.

UPC Poland

Vodafone Disposal Group (a)

UPC DTH (b)

Total

in millions

Revenue

i 425.7

i 2,017.9

i 36.7

i 2,480.3

Operating income

i 85.6

i 1,165.6

i 10.7

i 1,261.9

Earnings before income taxes

i 85.9

i 994.7

i 9.5

i 1,090.1

Income tax expense

( i 19.0)

( i 273.9)

i —

( i 292.9)

Net earnings attributable to Liberty Global shareholders

i 66.9

i 720.8

i 9.5

i 797.2

_______________

(a) Includes the operating results of the Vodafone Disposal Group through July 31, 2019, the date the Vodafone Disposal Group was sold.

(b) Includes the operating results of UPC DTH through May 2, 2019, the date UPC DTH was sold.

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Notes to Consolidated Financial Statements — (Continued)

(7) i Investments

The details of our investments are set forth below:

2021

2020

Ownership (a)

Accounting Method

in millions

Equity (b):

Long-term:

VMO2 JV

i 13,774.7

i —

i 50.0

VodafoneZiggo JV (c)

i 2,572.4

i 3,052.3

i 50.0

Atlas Edge JV

i 163.7

i —

i 50.0

All3Media Group (All3Media)

i 143.7

i 157.7

i 50.0

Formula E Holdings Ltd (Formula E)

i 115.9

i 105.8

i 35.7

Other

i 174.8

i 172.9

Total — equity

i 16,945.2

i 3,488.7

Fair value:

Short-term:

Separately-managed accounts (SMAs) (d)

i 2,269.6

i 1,600.2

Long-term:

ITV plc (ITV) (e)

i 596.3

i 581.0

i 9.9

SMAs (d)

i 531.7

i 365.7

Univision Holdings Inc. (Univision)

i 385.5

i 100.0

i 10.9

Lacework Inc. (Lacework)

i 269.1

i 23.3

i 3.2

Plume Design, Inc. (Plume)

i 188.8

i 54.9

i 12.0

EdgeConneX Inc. (EdgeConneX)

i 138.7

i 75.1

i 5.5

Lions Gate Entertainment Corp (Lionsgate)

i 105.9

i 72.0

i 2.9

Aviatrix Systems, Inc. (Aviatrix)

i 78.2

i 7.3

i 3.8

CANAL+ Polska S.A.

i 70.8

i 92.3

i 17.0

Skillz Inc. (Skillz)

i 43.9

i 225.4

i 1.5

Other (f)

i 348.9

i 268.8

Total — fair value

i 5,027.4

i 3,466.0

Total investments (g)

i 21,972.6

i 6,954.7

Short-term investments

i 2,269.6

i 1,600.2

Long-term investments

i 19,703.0

i 5,354.5

_______________

(a)Our ownership percentages are determined based on our legal ownership as of the most recent balance sheet date or are estimated based on the number of shares we own and the most recent publicly-available information.

(b)Our equity method investments are originally recorded at cost and are adjusted to recognize our share of net earnings or losses of the affiliates as they occur rather than as dividends or other distributions are received, with our recognition of losses generally limited to the extent of our investment in, and advances and commitments to, the investee. Accordingly, the carrying values of our equity method investments may not equal the respective fair values. At December 31, 2021 and 2020, the aggregate carrying amounts of our equity method investments exceeded our proportionate share of the respective investee’s net assets by $ i 1,236.0 million and $ i 1,198.5 million, respectively, which include amounts associated with the VodafoneZiggo JV Receivables, as defined below, and amounts we are owed under a long-term note receivable from All3Media.

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Notes to Consolidated Financial Statements — (Continued)

(c)Amounts include certain notes receivable due from a subsidiary of the VodafoneZiggo JV to a subsidiary of Liberty Global, comprising (i) a euro-denominated note receivable with a principal amount of $ i 797.1 million and $ i 855.8 million, respectively (the VodafoneZiggo JV Receivable I), and (ii) a euro-denominated note receivable with a principal amount of $ i 236.7 million and $ i 127.1 million, respectively (the VodafoneZiggo JV Receivable II and, together with the VodafoneZiggo JV Receivable I, the VodafoneZiggo JV Receivables). During 2021, an additional $ i 123.0 million was loaned under the VodafoneZiggo JV Receivable II to fund the VodafoneZiggo JV’s final installment of spectrum license fees due to the Dutch government. The VodafoneZiggo JV Receivables bear interest at i 5.55% and have a final maturity date of December 31, 2030. In 2019, we received a € i 100.0 million principal payment on the VodafoneZiggo JV Receivable I ($ i 112.1 million at the transaction date). During 2021, interest accrued on the VodafoneZiggo JV Receivables was $ i 56.5 million, all of which was cash settled.

(d)Represents investments held under SMAs, which are maintained by investment managers acting as agents on our behalf. We classify, measure and report these investments, the composition of which may change from time to time, based on the underlying nature and characteristics of each security held under the SMAs. As of December 31, 2021, all of our investments held under SMAs were classified as available-for-sale debt securities, as further described in note 3. At December 31, 2021 and 2020, interest accrued on our debt securities, which is included in other current assets on our consolidated balance sheets, was $ i 5.1 million and $ i 7.1 million, respectively.

(e)In connection with our investment in ITV, we previously entered into (i) the ITV Collar (as defined in note 8) and (ii) a related secured borrowing agreement (the ITV Collar Loan), each of which were fully settled during 2021, as further described in note 8.

(f)Amounts include $ i 2.1 million and $ i 9.7 million, respectively, of noncontrolling junior interest in receivables we have securitized.

(g)The purchase and sale of investments are presented on a gross basis in our consolidated statements of cash flows, including amounts associated with SMAs.

Equity Method Investments

The following table sets forth the details of our share of results of affiliates, net:

Year ended December 31,

2021

2020

2019

in millions

VMO2 JV (a)

( i 97.2)

i —

VodafoneZiggo JV (b)

( i 32.0)

( i 201.1)

( i 185.9)

All3Media

( i 17.4)

( i 27.9)

( i 8.8)

Atlas Edge JV

( i 5.8)

i —

Formula E

( i 2.5)

( i 8.4)

i 1.7

Other

( i 20.5)

( i 7.9)

( i 5.5)

Total

( i 175.4)

( i 245.3)

( i 198.5)

_______________

(a)Represents our i 50% share of the results of operations of the VMO2 JV beginning June 1, 2021 and includes i 100% of the share-based compensation expense associated with Liberty Global awards held by VMO2 JV employees who were formerly employees of Liberty Global, as these awards remain our responsibility.

(b)Represents the net effect of (i) i 100% of the interest income earned on the VodafoneZiggo JV Receivables and (ii) our i 50% share of the results of operations of the VodafoneZiggo JV .

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Notes to Consolidated Financial Statements — (Continued)

VMO2 JV

On June 1, 2021, we completed the U.K. JV Transaction. Each of Liberty Global and Telefónica (each a “U.K. JV Shareholder”) holds i i 50 / % of the issued share capital of the VMO2 JV. The U.K. JV Shareholders intend for the VMO2 JV to be funded solely from its net cash flows from operations and third-party financing. We account for our i i 50 / % interest in the VMO2 JV as an equity method investment and consider the VMO2 JV to be a related party. For additional information regarding the U.K. JV Transaction, see note 4.

In connection with the formation of the VMO2 JV, the U.K. JV Shareholders entered into an agreement (the U.K. JV Shareholders Agreement) that contains customary provisions for the governance of a i 50: i 50 joint venture and provides Liberty Global and Telefónica with joint control over decision making with respect to the VMO2 JV.

The U.K. JV Shareholders Agreement also provides (i) for a dividend policy that requires the VMO2 JV to distribute all unrestricted cash to the U.K. JV Shareholders on a pro rata basis (subject to the VMO2 JV maintaining a minimum amount of cash and complying with the terms of its financing arrangements) and (ii) that the VMO2 JV will be managed with a leverage ratio between i 4.0 and i 5.0 times EBITDA (as calculated pursuant to its existing financing arrangements), with the VMO2 JV undertaking periodic recapitalizations and/or refinancings accordingly. During 2021, we received a dividend distribution from the VMO2 JV of $ i 214.8 million, which was accounted for as a return on capital for purposes of our consolidated statement of cash flows.

Each U.K. JV Shareholder has the right to initiate an initial public offering (IPO) of the VMO2 JV after the third anniversary of the closing, with the opportunity for the other U.K. JV Shareholder to sell shares in the IPO on a pro rata basis. Subject to certain exceptions, the U.K. JV Shareholders Agreement prohibits transfers of interests in the VMO2 JV to third parties until the fifth anniversary of the closing. After the fifth anniversary, each U.K. JV Shareholder will be able to initiate a sale of all of its interest in the VMO2 JV to a third party and, under certain circumstances, initiate a sale of the entire VMO2 JV; subject, in each case, to a right of first offer in favor of the other U.K. JV Shareholder.

Pursuant to an agreement entered into in connection with the closing of the VMO2 JV (the U.K. JV Framework Agreement), Liberty Global provides certain services to the VMO2 JV on a transitional or ongoing basis (collectively, the U.K. JV Services). Pursuant to the terms of the U.K. JV Framework Agreement, the ongoing services will be provided for a period of two to six years depending on the type of service, while transitional services will be provided for a period of no less than 12 months, after which both parties shall be entitled to terminate based on specified notice periods. The U.K. JV Services provided by Liberty Global consist primarily of (i) technology and other services and (ii) capital-related expenditures for assets that will be used by or will otherwise benefit the VMO2 JV. Liberty Global charges both fixed and variable fees to the VMO2 JV for the U.K. JV Services it provides during the term of the U.K. JV Framework Agreement. During 2021, we recorded revenue of $ i 170.1 million related to the U.K. JV Services. At December 31, 2021, $ i 43.3 million was due from the VMO2 JV, primarily related to (a) services performed under the U.K. JV Framework Agreement and (b) amounts incurred by Liberty Global for certain equipment and licenses purchased on behalf of the VMO2 JV. Amounts due from the VMO2 JV will be periodically cash settled and are included in other current assets on our consolidated balance sheet.

The summarized results of operations of the VMO2 JV for the period June 1, 2021 through December 31, 2021 are set forth below (in millions):





Revenue	$	i 8,522.9
Loss before income taxes	$	( i 351.6)
Net loss	$	( i 164.9)

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LIBERTY GLOBAL PLC

Notes to Consolidated Financial Statements — (Continued)

The summarized financial position of the VMO2 JV as of December 31, 2021 is set forth below (in millions):






Current assets	$	i 4,961.3
Long-term assets	i 55,220.5
Total assets	$	i 60,181.8

Current liabilities	$	i 9,201.2
Long-term liabilities	i 23,433.2
Owners’ equity	i 27,547.4
Total liabilities and owners’ equity	$	i 60,181.8

VodafoneZiggo JV

Each of Liberty Global and Vodafone (each a “NL JV Shareholder”) holds i 50% of the issued share capital of the VodafoneZiggo JV. The NL JV Shareholders intend for the VodafoneZiggo JV to be funded solely from its net cash flows from operations and third-party financing. We account for our i 50% interest in the VodafoneZiggo JV as an equity method investment and consider the VodafoneZiggo JV to be a related party.

In connection with the formation of the VodafoneZiggo JV, the NL JV Shareholders entered into an agreement (the NL Shareholders Agreement) that contains customary provisions for the governance of a i 50: i 50 joint venture and provides Liberty Global and Vodafone with joint control over decision making with respect to the VodafoneZiggo JV.

The NL Shareholders Agreement also provides (i) for a dividend policy that requires the VodafoneZiggo JV to distribute all unrestricted cash to the NL JV Shareholders every i two months (subject to the VodafoneZiggo JV maintaining a minimum amount of cash and complying with the terms of its financing arrangements) and (ii) that the VodafoneZiggo JV will be managed with a leverage ratio of between i 4.5 and i 5.0 times EBITDA (as calculated pursuant to its existing financing arrangements), with the VodafoneZiggo JV undertaking periodic recapitalizations and/or refinancings accordingly. During 2021, 2020 and 2019, we received dividend distributions from the VodafoneZiggo JV of $ i 311.7 million, $ i 249.5 million and $ i 162.7 million, respectively, which were accounted for as returns on capital for purposes of our consolidated statements of cash flows.

Each NL JV Shareholder has the right to initiate an IPO of the VodafoneZiggo JV, with the opportunity for the other NL JV Shareholder to sell shares in the IPO on a pro rata basis. As of January 1, 2021, each NL JV Shareholder has the right to initiate a sale of all of its interest in the VodafoneZiggo JV to a third party and, under certain circumstances, initiate a sale of the entire VodafoneZiggo JV, subject, in each case, to a right of first offer in favor of the other NL JV Shareholder.

Pursuant to an agreement (the NL JV Framework Agreement), Liberty Global provides certain services to the VodafoneZiggo JV (collectively, the NL JV Services). The NL JV Services provided by Liberty Global consist primarily of (i) technology and other services and (ii) capital-related expenditures for assets that will be used by, or will otherwise benefit, the VodafoneZiggo JV. Liberty Global charges both fixed and usage-based fees to the VodafoneZiggo JV for the NL JV Services provided during the term of the NL JV Framework Agreement. During 2021, 2020 and 2019, we recorded revenue from the VodafoneZiggo JV of $ i 222.0 million, $ i 178.9 million and $ i 189.1 million, respectively, primarily related to (a) the NL JV Services and (b) the sale of customer premises equipment to the VodafoneZiggo JV at a mark-up. In addition, during 2019, we purchased certain assets on the VodafoneZiggo JV’s behalf with an aggregate cost of $ i 14.4 million. At December 31, 2021 and 2020, $ i 62.5 million and $ i 27.4 million, respectively, were due from the VodafoneZiggo JV related to the aforementioned transactions. The amounts due from the VodafoneZiggo JV, which are periodically cash settled, are included in other current assets on our consolidated balance sheets.

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LIBERTY GLOBAL PLC

Notes to Consolidated Financial Statements — (Continued)

The summarized results of operations of the VodafoneZiggo JV are set forth below:


	Year ended December 31,
	2021		2020		2019
	in millions

Revenue	$	i 4,824.2	$	i 4,565.4	$	i 4,407.8
Loss before income taxes	$	( i 90.8)	$	( i 287.2)	$	( i 512.5)
Net loss	$	( i 163.1)	$	( i 448.7)	$	( i 470.0)

The summarized financial position of the VodafoneZiggo JV is set forth below:


	December 31,
	2021		2020
	in millions

Current assets	$	i 896.2	$	i 1,067.2
Long-term assets	i 20,392.3		i 22,563.6
Total assets	$	i 21,288.5	$	i 23,630.8

Current liabilities	$	i 2,744.3	$	i 2,967.7
Long-term liabilities	i 15,381.0		i 16,450.8
Owners’ equity	i 3,163.2		i 4,212.3
Total liabilities and owners’ equity	$	i 21,288.5	$	i 23,630.8

Fair Value Investments

The following table sets forth the details of our realized and unrealized gains due to changes in fair values of certain investments, net:

Year ended December 31,

2021

2020

2019

in millions

Univision

i 301.6

i —

Lacework

i 223.9

i 1.1

i —

Plume

i 133.9

i 29.6

i —

Skillz

( i 100.4)

i 238.0

i 1.1

Aviatrix

i 65.4

i —

Lionsgate

i 33.9

i 4.0

( i 25.0)

EdgeConneX

i 28.9

i 33.1

i —

ITV

i 15.3

( i 217.1)

i 163.9

Other, net (a)

i 32.5

( i 52.9)

( i 41.0)

Total

i 735.0

i 35.8

i 99.0

_______________

(a)The 2021 amount includes gains of $ i 12.9 million related to investments that were sold during the year.

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LIBERTY GLOBAL PLC

Notes to Consolidated Financial Statements — (Continued)

Debt Securities

At December 31, 2021 and 2020, all of our SMAs were composed of debt securities, which are summarized in the following tables:

Amortized cost basis

Accumulated unrealized losses

Fair value

in millions

Commercial paper

i 897.4

i —

i 897.4

Corporate debt securities

i 705.5

( i 1.6)

i 703.9

Government bonds

i 655.9

( i 3.3)

i 652.6

Certificates of deposit

i 355.5

( i 0.1)

i 355.4

Other debt securities

i 192.0

i —

i 192.0

Total debt securities

i 2,806.3

( i 5.0)

i 2,801.3

December 31, 2020

Amortized cost basis

Accumulated unrealized gains

Fair value

in millions

Corporate debt securities

i 713.2

i 2.3

i 715.5

Commercial paper

i 523.7

i 0.6

i 524.3

Government bonds

i 474.8

i 0.2

i 475.0

Certificates of deposit

i 251.0

i 0.1

i 251.1

Total debt securities

i 1,962.7

i 3.2

i 1,965.9

During 2021 and 2020, we received proceeds from the sale of debt securities of $ i 6.1 billion and $ i 6.0 billion, respectively, the majority of which were reinvested in new debt securities held under SMAs. The sale of debt securities during 2021 and 2020 resulted in realized net gains (losses) of ($ i 2.0 million) and $ i 2.0 million, respectively.

The fair values of our debt securities as of December 31, 2021 by contractual maturity are shown below (in millions):


Due in one year or less	$	i 2,269.6
Due in one to five years	i 527.9
Due in five to ten years	i 3.8
Total (a)	$	i 2,801.3

_______________

(a)The weighted average life of our total debt securities was i 0.5 years as of December 31, 2021.

II-77

LIBERTY GLOBAL PLC

Notes to Consolidated Financial Statements — (Continued)

(8) i Derivative Instruments

In general, we enter into derivative instruments to protect against (i) increases in the interest rates on our variable-rate debt, (ii) foreign currency movements, particularly with respect to borrowings that are denominated in a currency other than the functional currency of the borrowing entity, and (iii) decreases in the market prices of certain publicly traded securities that we own. In this regard, through our subsidiaries, we have entered into various derivative instruments to manage interest rate exposure and foreign currency exposure, primarily with respect to the U.S. dollar ($), the euro (€), the British pound sterling (£), the Swiss franc (CHF) and the Polish zloty (PLN). Generally, we do not apply hedge accounting to our derivative instruments. Accordingly, changes in the fair values of most of our derivative instruments are recorded in realized and unrealized gains or losses on derivative instruments, net, in our consolidated statements of operations.

The following table provides details of the fair values of our derivative instrument assets and liabilities:

December 31, 2020

Current

Long-term

Total

Current

Long-term

Total

in millions

Assets (a):

Cross-currency and interest rate derivative contracts (b)

i 214.9

i 164.3

i 379.2

i 148.8

i 418.4

i 567.2

Equity-related derivative instruments (c)

i —

i 113.8

i 49.3

i 231.6

i 280.9

Foreign currency forward and option contracts

i 28.4

i —

i 28.4

i 36.5

i 0.1

i 36.6

Other

i 1.0

i —

i 1.0

i —

Total

i 244.3

i 278.1

i 522.4

i 234.6

i 650.1

i 884.7

Liabilities (a):

Cross-currency and interest rate derivative contracts (b)

i 208.8

i 670.2

i 879.0

i 171.2

i 1,364.1

i 1,535.3

Foreign currency forward and option contracts

i 13.0

i —

i 13.0

i 81.5

i —

i 81.5

Total

i 221.8

i 670.2

i 892.0

i 252.7

i 1,364.1

i 1,616.8

_______________

(a)Our current derivative assets, long-term derivative assets and long-term derivative liabilities are included in other current assets, other assets, net, and other long-term liabilities, respectively, on our consolidated balance sheets.

(b)We consider credit risk relating to our and our counterparties’ nonperformance in the fair value assessment of our derivative instruments. In all cases, the adjustments take into account offsetting liability or asset positions within each of our subsidiary borrowing groups (as defined and described in note 11). The changes in the credit risk valuation adjustments associated with our cross-currency and interest rate derivative contracts resulted in net gains (losses) of ($ i 10.7 million), $ i 336.0 million and $ i 16.6 million during 2021, 2020 and 2019, respectively. These amounts are included in realized and unrealized gains (losses) on derivative instruments, net, in our consolidated statements of operations. For further information regarding our fair value measurements, see note 9.

(c)Our equity-related derivative instruments include warrants on our investment in Plume and, at December 31 2020, a share collar (the ITV Collar) with respect to certain of the shares of ITV held by our company. During 2021, we completed the unwind of the ITV Collar and cash settled all remaining amounts under the ITV Collar Loan. Accordingly, at December 31, 2021, the ITV Collar and ITV Collar Loan had been fully settled.

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LIBERTY GLOBAL PLC

Notes to Consolidated Financial Statements — (Continued)

The details of our realized and unrealized gains (losses) on derivative instruments, net, are as follows:

Year ended December 31,

2021

2020

2019

in millions

Cross-currency and interest rate derivative contracts

i 578.9

( i 1,184.3)

( i 207.3)

Equity-related derivative instruments:

ITV Collar

( i 11.8)

i 364.2

( i 84.4)

Other

i 85.6

i 22.5

i 21.0

Total equity-related derivative instruments

i 73.8

i 386.7

( i 63.4)

Foreign currency forward and option contracts

( i 31.8)

( i 81.1)

i 77.4

Other

i 2.0

i —

i 0.1

Total

i 622.9

( i 878.7)

( i 193.2)

The net cash received or paid related to our derivative instruments is classified as an operating, investing or financing activity in our consolidated statements of cash flows based on the objective of the derivative instrument and the classification of the applicable underlying cash flows. i The following table sets forth the classification of the net cash inflows of our derivative instruments:

Year ended December 31,

2021

2020

2019

in millions

Operating activities

( i 22.5)

( i 55.9)

i 179.0

Investing activities

( i 107.1)

( i 39.8)

i —

Financing activities

i 143.6

i 129.1

i 331.5

Total

i 14.0

i 33.4

i 510.5

Counterparty Credit Risk

We are exposed to the risk that the counterparties to the derivative instruments of our subsidiary borrowing groups will default on their obligations to us. We manage these credit risks through the evaluation and monitoring of the creditworthiness of, and concentration of risk with, the respective counterparties. In this regard, credit risk associated with our derivative instruments is spread across a relatively broad counterparty base of banks and financial institutions. Collateral is generally not posted by either party under our derivative instruments. At December 31, 2021, our exposure to counterparty credit risk included derivative assets with an aggregate fair value of $ i 57.8 million.

Each of our subsidiary borrowing groups have entered into derivative instruments under master agreements with each counterparty that contain master netting arrangements that are applicable in the event of early termination by either party to such derivative instrument. The master netting arrangements are limited to the derivative instruments governed by the relevant master agreement within each individual borrowing group and are independent of similar arrangements of our other subsidiary borrowing groups.

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LIBERTY GLOBAL PLC

Notes to Consolidated Financial Statements — (Continued)

present or future liabilities owed to us partially or fully discharged by set off as a result of such obligations, in the event of the insolvency of a derivative counterparty, even though it is the counterparty that is in default and not us. To the extent that we are required to make such payments, our ability to do so will depend on our liquidity and capital resources at the time. In an insolvency of a defaulting counterparty, we will be an unsecured creditor in respect of any amount owed to us by the defaulting counterparty, except to the extent of the value of any collateral we have obtained from that counterparty.

In addition, where a counterparty is in financial difficulty, under the laws of certain jurisdictions, the relevant regulators may be able to (i) compel the termination of one or more derivative instruments, determine the settlement amount and/or compel, without any payment, the partial or full discharge of liabilities arising from such early termination that are payable by the relevant counterparty, or (ii) transfer the derivative instruments to an alternative counterparty.

Details of our Derivative Instruments

Cross-currency Derivative Contracts

We generally match the denomination of our subsidiaries’ borrowings with the functional currency of the supporting operations or, when it is more cost effective, we provide for an economic hedge against foreign currency exchange rate movements by using derivative instruments to synthetically convert unmatched debt into the applicable underlying currency. At December 31, 2021, substantially all of our debt was either directly or synthetically matched to the applicable functional currencies of the underlying operations. i The following table sets forth the total notional amounts and the related weighted average remaining contractual lives of our cross-currency swap contracts at December 31, 2021:

Notional amount due from counterparty

Notional amount due
to counterparty

Weighted average remaining life

in millions

in years

UPC Holding

i 360.0

€

i 318.1

i 3.8

i 4,650.0

CHF

i 4,256.9

(a)

i 6.4

€

i 2,650.0

CHF

i 2,970.1

i 4.1

PLN

i 2,999.5

€

i 653.5

(a)

i 4.5

€

i 777.0

PLN

i 3,302.9

(a)

i 4.0

CHF

i 740.0

€

i 701.1

i 1.0

Telenet

i 3,940.0

€

i 3,489.6

(a)

i 5.1

€

i 45.2

i 50.0

(b)

i 3.1

_______________

(a)Includes certain derivative instruments that are “forward-starting,” such that the initial exchange occurs at a date subsequent to December 31, 2021. These instruments are typically entered into in order to extend existing hedges without the need to amend existing contracts.

(b)Includes certain derivative instruments that do not involve the exchange of notional amounts at the inception and maturity of the instruments. Accordingly, the only cash flows associated with these derivative instruments are coupon-related payments and receipts.

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LIBERTY GLOBAL PLC

Notes to Consolidated Financial Statements — (Continued)

Interest Rate Swap Contracts

The following table sets forth the total U.S. dollar equivalents of the notional amounts and the related weighted average remaining contractual lives of our interest rate swap contracts at December 31, 2021:

Pays fixed rate

Receives fixed rate

Notional
amount

Weighted average remaining life

Notional
amount

Weighted average remaining life

in millions

in years

in millions

in years

UPC Holding

i 6,917.4

(a)

i 3.3

i 4,583.7

i 4.3

Telenet

i 3,284.1

(a)

i 3.2

i 1,624.9

i 1.7

______________

(a)Includes forward-starting derivative instruments.

Interest Rate Swap Options

From time to time, we enter into interest rate swap options (swaptions) which give us the right, but not the obligation, to enter into certain interest rate swap contracts at set dates in the future. Such contracts typically have a life of no more than three years. At December 31, 2021, the option expiration period on each of our swaptions had expired.

Basis Swaps

Our basis swaps involve the exchange of attributes used to calculate our floating interest rates, including (i) the benchmark rate, (ii) the underlying currency and/or (iii) the borrowing period. We typically enter into these swaps to optimize our interest rate profile based on our current evaluations of yield curves, our risk management policies and other factors. The following table sets forth the total U.S. dollar equivalents of the notional amounts and related weighted average remaining contractual lives of our basis swap contracts at December 31, 2021:

Notional amount due from counterparty

Weighted average remaining life

in millions

in years

UPC Holding

i 5,250.0

(a)

i 0.5

Telenet

i 4,590.0

(a)

i 0.5

______________

(a)Includes forward-starting derivative instruments.

Interest Rate Caps, Floors and Collars

From time to time, we enter into interest rate cap, floor and collar agreements. Purchased interest rate caps and collars lock in a maximum interest rate if variable rates rise, but also allow our company to benefit, to a limited extent in the case of collars, from declines in market rates. Purchased interest rate floors protect us from interest rates falling below a certain level, generally to match a floating rate floor on a debt instrument. At December 31, 2021, we had no interest rate collar agreements, and the total U.S. dollar equivalents of the notional amounts of our purchased interest rate caps and floors were $ i 1,480.3 million and $ i 8,491.1 million, respectively.

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LIBERTY GLOBAL PLC

Notes to Consolidated Financial Statements — (Continued)

Impact of Derivative Instruments on Borrowing Costs

The impact of the derivative instruments that mitigate our foreign currency and interest rate risk, as described above, on our borrowing costs is as follows:


	Increase (decrease) to borrowing costs at December 31, 2021 (a)

VM Ireland	i 0.42	%
Telenet	i 0.23	%
UPC Holding	( i 0.14)	%
Total increase to borrowing costs	i 0.05	%

_______________

(a)Represents the effect of derivative instruments in effect at December 31, 2021 and does not include forward-starting derivative instruments.

Foreign Currency Forwards and Options

Certain of our subsidiaries enter into foreign currency forward and option contracts with respect to non-functional currency exposure, including deal-contingent hedges of the proceeds expected from the sale of UPC Poland. As of December 31, 2021, the total U.S. dollar equivalent of the notional amounts of our foreign currency forward and option contracts was $ i 2.5 billion.

(9) i Fair Value Measurements

We use the fair value method to account for (i) certain of our investments and (ii) our derivative instruments. The reported fair values of these investments and derivative instruments as of December 31, 2021 are unlikely to represent the value that will be paid or received upon the ultimate settlement or disposition of these assets and liabilities.

GAAP provides for a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. Level 1 inputs are quoted market prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 2 inputs are inputs other than quoted market prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 3 inputs are unobservable inputs for the asset or liability. We record transfers of assets or liabilities into or out of Levels 1, 2 or 3 at the beginning of the quarter during which the transfer occurred. During 2021, no material transfers were made.

All of our Level 2 inputs (interest rate futures, swap rates and certain of the inputs for our weighted average cost of capital calculations) and certain of our Level 3 inputs (forecasted volatilities and credit spreads) are obtained from pricing services. These inputs, or interpolations or extrapolations thereof, are used in our internal models to calculate, among other items, yield curves, forward interest and currency rates and weighted average cost of capital rates. In the normal course of business, we receive market value assessments from the counterparties to our derivative contracts. Although we compare these assessments to our internal valuations and investigate unexpected differences, we do not otherwise rely on counterparty quotes to determine the fair values of our derivative instruments. The midpoints of applicable bid and ask ranges generally are used as inputs for our internal valuations.

For our investments in publicly-traded companies, the recurring fair value measurements are based on the quoted closing price of the respective shares at each reporting date. Accordingly, the valuations of these investments fall under Level 1 of the fair value hierarchy. Our other investments that we account for at fair value are privately-held companies, and therefore, quoted market prices are unavailable. The valuation technique we use for such investments is a combination of an income approach (discounted cash flow model based on forecasts) and a market approach (transactions with new third-party investors or market multiples of similar businesses). With the exception of certain inputs for our weighted average cost of capital calculations that are derived from pricing services, the inputs used to value these investments are based on unobservable inputs derived from our assumptions. Therefore, the valuation of our privately-held investments falls under Level 3 of the fair value hierarchy. Any

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LIBERTY GLOBAL PLC

Notes to Consolidated Financial Statements — (Continued)

reasonably foreseeable changes in assumed levels of unobservable inputs for the valuations of our Level 3 investments would not be expected to have a material impact on our financial position or results of operations.

The recurring fair value measurements of our equity-related derivative instruments are based on standard option pricing models, which require the input of observable and unobservable variables such as exchange-traded equity prices, risk-free interest rates, dividend forecasts and forecasted volatilities of the underlying equity securities. The valuations of our equity-related derivative instruments are based on a combination of Level 1 inputs (exchange-traded equity prices), Level 2 inputs (interest rate futures and swap rates) and Level 3 inputs (forecasted volatilities). As changes in volatilities could have a significant impact on the overall valuations over the terms of the derivative instruments, we have determined that these valuations fall under Level 3 of the fair value hierarchy. At December 31, 2021, our equity-related derivatives were not significantly impacted by forecasted volatilities.

In order to manage our interest rate and foreign currency exchange risk, we have entered into various derivative instruments, as further described in note 8. The recurring fair value measurements of these instruments are determined using discounted cash flow models. Most of the inputs to these discounted cash flow models consist of, or are derived from, observable Level 2 data for substantially the full term of these instruments. This observable data mostly includes currency rates, interest rate futures and swap rates, which are retrieved or derived from available market data. Although we may extrapolate or interpolate this data, we do not otherwise alter this data in performing our valuations. We classify deal-contingent hedges under Level 3 of the fair value hierarchy, as we adjust the valuations to reflect an internal judgement of the probability of the completion of the deal, which is unobservable. We use a Monte Carlo based approach to incorporate a credit risk valuation adjustment in our fair value measurements to estimate the impact of both our own nonperformance risk and the nonperformance risk of our counterparties. The inputs used for our credit risk valuations, including our and our counterparties’ credit spreads, represent our most significant Level 3 inputs, and these inputs are used to derive the credit risk valuation adjustments with respect to these instruments. As we would not expect these parameters to have a significant impact on the valuations of these instruments, we have determined that these valuations fall under Level 2 of the fair value hierarchy. Our credit risk valuation adjustments with respect to our cross-currency and interest rate swaps are quantified and further explained in note 8.

Fair value measurements are also used in connection with nonrecurring valuations performed in connection with acquisition accounting, impairment assessments and the accounting for our initial investment in the VMO2 JV. These nonrecurring valuations include the valuation of reporting units, customer relationships and other intangible assets, property and equipment, the implied value of goodwill and the valuation of our initial investment in the VMO2 JV. The valuation of reporting units and our initial investment in the VMO2 JV are based at least in part on discounted cash flow analyses. With the exception of certain inputs for our weighted average cost of capital and discount rate calculations that are derived from pricing services, the inputs used in our discounted cash flow analyses, such as forecasts of future cash flows, including inputs with respect to revenue growth and Adjusted EBITDA margin (as defined in note 19), and terminal growth rates, are based on our assumptions. The valuation of customer relationships is primarily based on an excess earnings methodology, which is a form of a discounted cash flow analysis. The excess earnings methodology requires us to estimate the specific cash flows expected from the customer relationship, considering such factors as estimated customer life, the revenue expected to be generated over the life of the customer relationship, contributory asset charges and other factors. Tangible assets are typically valued using a replacement or reproduction cost approach, considering factors such as current prices of the same or similar equipment, the age of the equipment and economic obsolescence. The implied value of goodwill is determined by allocating the fair value of a reporting unit to all of the assets and liabilities of that unit as if the reporting unit had been acquired in a business combination, with the residual amount allocated to goodwill. Most of our nonrecurring valuations use significant unobservable inputs and therefore fall under Level 3 of the fair value hierarchy. During 2021, we performed a nonrecurring valuation for the purpose of determining the fair value of our initial investment in the VMO2 JV, and the weighted average cost of capital used to value our initial investment was i 6.9%. During 2020, we performed a nonrecurring fair value measurement associated with the Sunrise Acquisition. The weighted average discount rate used in the valuation of the customer relationships acquired in connection with the Sunrise Acquisition was i 6.75%. For information regarding our investment in the VMO2 JV, see note 7. For information regarding our acquisitions, see note 5.

II-83

LIBERTY GLOBAL PLC

Notes to Consolidated Financial Statements — (Continued)

A summary of our assets and liabilities that are measured at fair value on a recurring basis is as follows:

Fair value measurements at December 31, 2021 using:

Description

December 31,
2021

Quoted prices
in active
markets for
identical assets
(Level 1)

Significant
other
observable
inputs
(Level 2)

Significant
unobservable
inputs
(Level 3)

in millions

Assets:

Derivative instruments:

Cross-currency and interest rate derivative contracts

i 379.2

i —

i 379.2

i —

Equity-related derivative instruments

i 113.8

i —

i 113.8

Foreign currency forward and option contracts

i 28.4

i —

i 9.0

i 19.4

Other

i 1.0

i —

i 1.0

i —

Total derivative instruments

i 522.4

i —

i 389.2

i 133.2

Investments:

SMAs

i 2,801.3

i 672.1

i 2,124.2

i 5.0

Other investments

i 2,226.1

i 747.9

i 70.8

i 1,407.4

Total investments

i 5,027.4

i 1,420.0

i 2,195.0

i 1,412.4

Total assets

i 5,549.8

i 1,420.0

i 2,584.2

i 1,545.6

Liabilities:

Derivative instruments:

Cross-currency and interest rate derivative contracts

i 879.0

i —

i 846.3

i 32.7

Foreign currency forward and option contracts

i 13.0

i —

i 13.0

i —

Total liabilities

i 892.0

i —

i 859.3

i 32.7

II-84

LIBERTY GLOBAL PLC

Notes to Consolidated Financial Statements — (Continued)

Fair value measurements at
December 31, 2020 using:

Description

December 31,
2020

Quoted prices
in active
markets for
identical assets
(Level 1)

Significant
other
observable
inputs
(Level 2)

Significant
unobservable
inputs
(Level 3)

in millions

Assets:

Derivative instruments:

Cross-currency and interest rate derivative contracts

i 567.2

i —

i 567.2

i —

Equity-related derivative instruments

i 280.9

i —

i 280.9

Foreign currency forward and option contracts

i 36.6

i —

i 36.6

i —

Total derivative instruments

i 884.7

i —

i 603.8

i 280.9

Investments:

SMAs

i 1,965.9

i 405.7

i 1,560.2

i —

Other investments

i 1,500.1

i 888.2

i 92.3

i 519.6

Total investments

i 3,466.0

i 1,293.9

i 1,652.5

i 519.6

Total assets

i 4,350.7

i 1,293.9

i 2,256.3

i 800.5

Liabilities:

Derivative instruments:

Cross-currency and interest rate derivative contracts

i 1,535.3

i —

i 1,535.3

i —

Foreign currency forward and option contracts

i 81.5

i —

i 81.5

i —

Total liabilities

i 1,616.8

i —

i 1,616.8

i —

A reconciliation of the beginning and ending balances of our assets and liabilities measured at fair value on a recurring basis using significant unobservable, or Level 3, inputs is as follows:

Investments

Cross-currency, interest rate and foreign currency derivative contracts

Equity-related
derivative
instruments

Total

in millions

Balance of net assets at January 1, 2021

i 519.6

i —

i 280.9

i 800.5

Gains included in earnings from continuing operations (a):

Realized and unrealized gains on derivative instruments, net

i —

i 73.7

Realized and unrealized gains due to changes in fair values of certain investments and debt, net

i 814.4

i 165.9

i —

i 980.3

Settlement of ITV Collar

i —

( i 240.8)

Additions

i 105.6

i —

i 105.6

Derivative instruments contributed to the VMO2 JV in connection with the U.K. JV Transaction

i —

( i 179.3)

i —

( i 179.3)

Foreign currency translation adjustments and other, net

( i 27.2)

i 0.1

i —

( i 27.1)

Balance of net assets at December 31, 2021

i 1,412.4

( i 13.3)

i 113.8

i 1,512.9

_______________

(a)Amounts primarily relate to assets and liabilities that we continue to carry on our consolidated balance sheet as of December 31, 2021.

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LIBERTY GLOBAL PLC

Notes to Consolidated Financial Statements — (Continued)

(10) i Long-lived Assets

Property and Equipment, Net

The details of our property and equipment and the related accumulated depreciation are set forth below:

Estimated
useful life at
December 31, 2021

2021

2020

in millions

Distribution systems

i 3 to i 30 years

i 9,472.8

i 9,646.4

Customer premises equipment

i 3 to i 7 years

i 1,279.2

i 1,447.7

Support equipment, buildings and land

i 3 to i 33 years

i 4,310.5

i 4,366.7

Total property and equipment, gross

i 15,062.5

i 15,460.8

Accumulated depreciation

( i 8,081.0)

( i 7,834.2)

Total property and equipment, net

i 6,981.5

i 7,626.6

Depreciation expense related to our property and equipment was $ i 1,883.2 million, $ i 2,053.0 million and $ i 3,021.6 million during 2021, 2020 and 2019, respectively.

During 2021, 2020 and 2019, we recorded non-cash increases to our property and equipment related to vendor financing arrangements (including amounts related to the U.K. JV Entities through the closing of the U.K. JV Transaction) of $ i 661.1 million, $ i 1,339.6 million and $ i 1,710.7 million, respectively, which exclude related VAT of $ i 84.7 million, $ i 226.6 million and $ i 283.7 million, respectively, that were also financed under these arrangements.

Goodwill

Changes in the carrying amount of our goodwill during 2021 are set forth below:

January 1,
2021

Acquisitions
and related
adjustments

Foreign currency translation adjustments and other

December 31,
2021

in millions

Switzerland

i 6,816.0

i 18.6

( i 244.1)

i 6,590.5

Belgium

i 2,783.7

( i 0.8)

( i 191.1)

i 2,591.8

Ireland

i 296.2

i —

( i 20.3)

i 275.9

Central and Other

i 69.8

i —

( i 4.6)

i 65.2

Total

i 9,965.7

i 17.8

( i 460.1)

i 9,523.4

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LIBERTY GLOBAL PLC

Notes to Consolidated Financial Statements — (Continued)

Changes in the carrying amount of our goodwill during 2020 are set forth below:

January 1,
2020

Acquisitions
and related
adjustments

Reclassification to assets held for sale (a)

Foreign
currency
translation
adjustments and other

December 31,
2020

in millions

Switzerland

i 2,953.2

i 3,465.7

i —

i 397.1

i 6,816.0

Belgium

i 2,576.1

i 6.7

i —

i 200.9

i 2,783.7

U.K.

i 7,693.3

i —

( i 7,918.5)

i 225.2

i —

Ireland

i 272.1

i —

i 24.1

i 296.2

Central and Other

i 63.6

i 0.6

i —

i 5.6

i 69.8

Total

i 13,558.3

i 3,473.0

( i 7,918.5)

i 852.9

i 9,965.7

_______________

(a)Represents goodwill of the U.K. JV Entities. For additional information regarding the held-for-sale presentation of the U.K. JV Entities, see note 6.

Intangible Assets Subject to Amortization, Net

The details of our intangible assets subject to amortization are set forth below:

Estimated useful life at December 31, 2021

December 31, 2020

Gross carrying amount

Accumulated amortization

Net carrying amount

Gross carrying amount

Accumulated amortization

Net carrying amount

in millions

Customer relationships

i 5 to i 11 years

i 2,336.2

( i 602.2)

i 1,734.0

i 2,411.6

( i 237.5)

i 2,174.1

Other

i 2 to i 15 years

i 1,034.3

( i 425.8)

i 608.5

i 1,072.1

( i 366.3)

i 705.8

Total

i 3,370.5

( i 1,028.0)

i 2,342.5

i 3,483.7

( i 603.8)

i 2,879.9

Amortization expense related to intangible assets with finite useful lives was $ i 470.5 million, $ i 174.2 million and $ i 524.7 million during 2021, 2020 and 2019, respectively. i Based on our amortizable intangible asset balances at December 31, 2021, we expect that amortization expense will be as follows for the next five years and thereafter (in millions):


2022	$	i 440.0
2023	i 427.1
2024	i 416.4
2025	i 412.4
2026	i 375.8
Thereafter	i 270.8
Total	$	i 2,342.5

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LIBERTY GLOBAL PLC

Notes to Consolidated Financial Statements — (Continued)

(11) i Debt

The U.S. dollar equivalents of the components of our debt are as follows:

Principal amount

Weighted
average
interest
rate (a)

Unused borrowing capacity (b)

Borrowing currency

U.S. $
equivalent

2021

2020

in millions

UPC Holding Bank Facility (c)

i 2.88

€

i i 715.2 /

i i 814.4 /

i 4,062.5

i 4,767.1

UPC SPE Notes

i 4.43

—

i 1,933.2

i 1,393.7

UPC Holding Senior Notes

i 4.59

—

i 1,211.6

i 1,261.5

Telenet Credit Facility (d)

i 2.15

€

i i 555.0 /

i i 632.0 /

i 3,558.9

i 3,652.0

Telenet Senior Secured Notes

i 4.74

—

i 1,614.9

i 1,660.2

VM Ireland Credit Facility (e)

i 3.50

€

i i 100.0 /

i i 113.9 /

i 1,024.9

i —

Vendor financing (f)

i 1.78

—

i 843.2

i 1,099.6

ITV Collar Loan (g)

i —

—

i —

i 415.9

Other

i 7.08

—

i 149.6

i 266.3

Total debt before deferred financing costs, discounts and premiums (h)

i 3.28

i 1,560.3

i 14,398.8

i 14,516.3

The following table provides a reconciliation of total debt before deferred financing costs, discounts and premiums to total debt and finance lease obligations:

2021

2020

in millions

Total debt before deferred financing costs, discounts and premiums

i 14,398.8

i 14,516.3

Deferred financing costs, discounts and premiums, net

( i 57.7)

( i 118.4)

Total carrying amount of debt

i 14,341.1

i 14,397.9

Finance lease obligations (note 12)

i 484.0

i 549.5

Total debt and finance lease obligations

i 14,825.1

i 14,947.4

Current maturities of debt and finance lease obligations

( i 850.3)

( i 1,086.1)

Long-term debt and finance lease obligations

i 13,974.8

i 13,861.3

_______________

(a)Represents the weighted average interest rate in effect at December 31, 2021 for all borrowings outstanding pursuant to each debt instrument, including any applicable margin. The interest rates presented represent stated rates and do not include the impact of derivative instruments, deferred financing costs, original issue premiums or discounts and commitment fees, all of which affect our overall cost of borrowing. Including the effects of derivative instruments, original issue premiums or discounts and commitment fees, but excluding the impact of deferred financing costs, the weighted average interest rate on our aggregate variable- and fixed-rate indebtedness was i 3.38% at December 31, 2021. For information regarding our derivative instruments, see note 8.

(b)Unused borrowing capacity represents the maximum availability under the applicable facility at December 31, 2021 without regard to covenant compliance calculations or other conditions precedent to borrowing. The following table provides our borrowing availability and amounts available to loan or distribute under each of the respective subsidiary facilities, based on the most restrictive applicable leverage covenants and leverage-based restricted payment tests, (i) at

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LIBERTY GLOBAL PLC

Notes to Consolidated Financial Statements — (Continued)

December 31, 2021 and (ii) upon completion of the relevant December 31, 2021 compliance reporting requirements. These amounts do not consider any actual or potential changes to our borrowing levels or any amounts loaned or distributed subsequent to December 31, 2021, or the impact of additional amounts that may be available to borrow, loan or distribute under certain defined baskets within each respective facility.

Availability

Upon completion of the relevant December 31, 2021 compliance reporting requirements

Borrowing currency

U.S. $
equivalent

Borrowing currency

U.S. $
equivalent

in millions

Available to borrow:

UPC Holding Bank Facility

€

i i 715.2 /

i i 814.4 /

€

i 715.2

i 814.4

Telenet Credit Facility

€

i i 555.0 /

i i 632.0 /

€

i 555.0

i 632.0

VM Ireland Credit Facility

€

i i 100.0 /

i i 113.9 /

€

i 100.0

i 113.9

Available to loan or distribute:

UPC Holding Bank Facility

€

i 715.2

i 814.4

€

i 637.0

i 725.3

Telenet Credit Facility

€

i 555.0

i 632.0

€

i 555.0

i 632.0

VM Ireland Credit Facility

€

i 81.6

i 92.9

€

i 100.0

i 113.9

(c)Unused borrowing capacity under the UPC Holding Bank Facility relates to an equivalent € i 715.2 million ($ i 814.4 million) under the UPC Revolving Facility, part of which has been made available as an ancillary facility. During 2021, the UPC Revolving Facility was amended to provide for maximum borrowing capacity of € i 736.4 million ($ i 838.5 million), including € i 23.0 million ($ i 26.2 million) under the related ancillary facility. With the exception of € i 21.2 million ($ i 24.1 million) of borrowings under the ancillary facility, the UPC Revolving Facility was undrawn at December 31, 2021.

(d)Unused borrowing capacity under the Telenet Credit Facility comprises (i) € i 510.0 million ($ i 580.7 million) under the Telenet Revolving Facility I, (ii) € i 25.0 million ($ i 28.5 million) under the Telenet Overdraft Facility and (iii) € i 20.0 million ($ i 22.8 million) under the Telenet Revolving Facility, each of which were undrawn at December 31, 2021.

(e)Unused borrowing capacity under the VM Ireland Credit Facility relates to € i 100.0 million ($ i 113.9 million) under the VM Ireland Revolving Facility (as defined below), which was undrawn at December 31, 2021.

(f)Represents amounts owed to various creditors pursuant to interest-bearing vendor financing arrangements that are used to finance certain of our property and equipment additions and operating expenses. These arrangements extend our repayment terms beyond a vendor’s original due dates (e.g. extension beyond a vendor’s customary payment terms, which are generally 90 days or less) and as such are classified outside of accounts payable as debt on our consolidated balance sheets. These obligations are generally due within one year and include VAT that was also financed under these arrangements. For purposes of our consolidated statements of cash flows, operating-related expenses financed by an intermediary are treated as constructive operating cash outflows and constructive financing cash inflows when the intermediary settles the liability with the vendor as there is no actual cash outflow until we pay the financing intermediary. During 2021 and 2020, the constructive cash outflow included in cash flows from operating activities and the corresponding constructive cash inflow included in cash flows from financing activities related to these operating expenses was $ i 1,781.6 million and $ i 2,754.5 million, respectively. Repayments of vendor financing obligations at the time we pay the financing intermediary are included in repayments and repurchases of debt and finance lease obligations in our consolidated statements of cash flows.

(g)As described in note 8, the ITV Collar Loan was fully repaid during the second quarter of 2021.

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LIBERTY GLOBAL PLC

Notes to Consolidated Financial Statements — (Continued)

(h)As of December 31, 2021 and 2020, our debt had an estimated fair value of $ i 14.5 billion and $ i 14.7 billion, respectively. The estimated fair values of our debt instruments are generally determined using the average of applicable bid and ask prices (mostly Level 1 of the fair value hierarchy). For additional information regarding fair value hierarchies, see note 9.

General Information

At December 31, 2021, most of our outstanding debt had been incurred by one of our i three subsidiary “borrowing groups.” References to these borrowing groups, which comprise UPC Holding, Telenet and VM Ireland, include their respective restricted parent and subsidiary entities.

Credit Facilities. Each of our borrowing groups has entered into one or more credit facility agreements with certain financial and other institutions. Each of these credit facilities contain certain covenants, the more notable of which are as follows:

•Our credit facilities contain certain consolidated net leverage ratios, as specified in the relevant credit facility, which are required to be complied with (i) on an incurrence basis and/or (ii) when the associated revolving credit facilities have been drawn beyond a specified percentage of the total available revolving credit commitments on a maintenance basis;

•Subject to certain customary and agreed exceptions, our credit facilities contain certain restrictions which, among other things, restrict the ability of the members of the relevant borrowing group to (i) incur or guarantee certain financial indebtedness, (ii) make certain disposals and acquisitions, (iii) create certain security interests over their assets and (iv) make certain restricted payments to their direct and/or indirect parent companies (and indirectly to Liberty Global) through dividends, loans or other distributions;

•Our credit facilities require that certain members of the relevant borrowing group guarantee the payment of all sums payable under the relevant credit facility and such group members are required to grant first-ranking security over their shares and, in certain borrowing groups, over substantially all of their assets to secure the payment of all sums payable thereunder;

•In addition to certain mandatory prepayment events, our credit facilities provide that the instructing group of lenders under the relevant credit facility, under certain circumstances, may cancel the group’s commitments thereunder and declare the loan(s) thereunder due and payable after the applicable notice period following the occurrence of a change of control (as specified in the relevant credit facility);

•Our credit facilities contain certain customary events of default, the occurrence of which, subject to certain exceptions, materiality qualifications and cure rights, would allow the instructing group of lenders to (i) cancel the total commitments, (ii) declare that all or part of the loans be payable on demand and/or (iii) accelerate all outstanding loans and terminate their commitments thereunder;

•Our credit facilities require members of the relevant borrowing group to observe certain affirmative and negative undertakings and covenants, which are subject to certain materiality qualifications and other customary and agreed exceptions; and

•In addition to customary default provisions, our credit facilities generally include certain cross-default or cross-acceleration provisions with respect to other indebtedness of members of the relevant borrowing group, subject to agreed minimum thresholds and other customary and agreed exceptions.

Senior and Senior Secured Notes. Certain of our borrowing groups have issued senior and/or senior secured notes. In general, our senior and senior secured notes (i) are senior obligations of each respective issuer within the relevant borrowing group that rank equally with all of the existing and future senior debt of such issuer and are senior to all existing and future subordinated debt of such issuer within the relevant borrowing group, (ii) contain, in most instances, certain guarantees from other members of the relevant borrowing group (as specified in the applicable indenture) and (iii) with respect to our senior secured notes, are secured by certain pledges or liens over the shares of certain members of the relevant borrowing group and,

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LIBERTY GLOBAL PLC

Notes to Consolidated Financial Statements — (Continued)

in certain borrowing groups, over substantially all of their assets. In addition, the indentures governing our senior and senior secured notes contain certain covenants, the more notable of which are as follows:

•Our notes contain certain customary incurrence-based covenants. In addition, our notes provide that any failure to pay principal at its stated maturity (after giving effect to any applicable grace period) of, or any acceleration with respect to, other indebtedness of the issuer or certain subsidiaries over agreed minimum thresholds (as specified under the applicable indenture) is an event of default under the respective notes;

•Subject to certain customary and agreed exceptions, our notes contain certain restrictions that, among other things, restrict the ability of the members of the relevant borrowing group to (i) incur or guarantee certain financial indebtedness, (ii) make certain disposals and acquisitions, (iii) create certain security interests over their assets and (iv) make certain restricted payments to its direct and/or indirect parent companies (and indirectly to Liberty Global) through dividends, loans or other distributions;

•If the relevant issuer or certain of its subsidiaries (as specified in the applicable indenture) sell certain assets, such issuer must, subject to certain customary and agreed exceptions, offer to repurchase the applicable notes at par, or if a change of control (as specified in the applicable indenture) occurs, such issuer must offer to repurchase all of the relevant notes at a redemption price of i 101%;

•Our senior secured notes contain certain early redemption provisions including the ability to, during each i 12-month period commencing on the issue date for such notes until the applicable call date, redeem up to i 10% of the principal amount of the notes at a redemption price equal to i 103% of the principal amount of the notes to be redeemed plus accrued and unpaid interest; and

•Our notes are non-callable prior to their respective call date (as specified under the applicable indenture). At any time prior to the applicable call date, we may redeem some or all of the applicable notes by paying a “make-whole” premium, which is the present value of all remaining scheduled interest payments to the applicable call date using the discount rate as of the redemption date plus a premium (as specified in the applicable indenture). On or after the applicable call date, we may redeem some or all of these notes at various redemption prices plus accrued interest and additional amounts (as specified in the applicable indenture), if any, to the applicable redemption date.

SPE Notes. From time to time, we create special purpose financing entities (SPEs), some of which are owned by the relevant borrowing group and some of which are owned by third parties (Third-Party SPEs). These SPEs are created for the primary purpose of facilitating the offering of senior secured notes, which we collectively refer to as “SPE Notes”.

The SPEs use the proceeds from the issuance of SPE Notes to fund term loan facilities under the credit facilities made available to their respective borrowing group, each a “Funded Facility” and collectively the “Funded Facilities.” Each SPE is dependent on payments from the relevant borrowing entity under the applicable Funded Facility in order to service its payment obligations under each respective SPE Note. Each of the Funded Facility term loans creates a variable interest in the respective Third-Party SPE for which the relevant borrowing entity is the primary beneficiary. Accordingly, such Third-Party SPEs are consolidated by the relevant parent entities, including Liberty Global. As a result, the amounts outstanding under the Funded Facilities of the SPEs owned by the relevant borrowing group and the Third-Party SPEs are eliminated in the consolidated financial statements of the respective borrowing group and Liberty Global. At December 31, 2021, we had outstanding SPE Notes issued by a Third-Party SPE consolidated by UPC Holding (the UPCB SPE).

Pursuant to the respective indentures for the SPE Notes (the SPE Indentures) and the respective accession agreements for the Funded Facilities, the call provisions, maturity dates and applicable interest rates for each Funded Facility are the same as those of the related SPE Notes. The SPEs, as lenders under the relevant Funded Facility for the relevant borrowing group, are treated the same as the other lenders under the respective credit facility, with benefits, rights and protections similar to those afforded to the other lenders. Through the covenants in the applicable SPE Indentures and the applicable security interests over the relevant SPE’s rights under the applicable Funded Facility granted to secure the relevant SPE’s obligations under the relevant SPE Notes, the holders of the SPE Notes are provided indirectly with the benefits, rights, protections and covenants granted to the SPEs as lenders under the applicable Funded Facility. The SPEs are prohibited from incurring any additional indebtedness, subject to certain exceptions under the SPE Indentures.

II-91

LIBERTY GLOBAL PLC

Notes to Consolidated Financial Statements — (Continued)

The SPE Notes are non-callable prior to their respective call date (as specified under the applicable SPE Indenture). If, however, at any time prior to the applicable call date, all or a portion of the loans under the related Funded Facility are voluntarily prepaid (a SPE Early Redemption Event), then the SPE will be required to redeem an aggregate principal amount of its respective SPE Notes equal to the aggregate principal amount of the loans prepaid under the relevant Funded Facility. In general, the redemption price payable will equal i 100% of the principal amount of the applicable SPE Notes to be redeemed and a “make-whole” premium, which is the present value of all remaining scheduled interest payments to the applicable call date using the discount rate as of the redemption date plus a premium (as specified in the applicable SPE Indenture).

Upon the occurrence of a SPE Early Redemption Event on or after the applicable call date, the SPE will redeem an aggregate principal amount of its respective SPE Notes equal to the principal amount prepaid under the related Funded Facility at a redemption price (expressed as a percentage of the principal amount) plus accrued and unpaid interest and additional amounts (as specified in the applicable SPE Indenture), if any, to the applicable redemption date.

Financing Transactions

Below we provide summary descriptions of certain financing transactions completed during 2021, 2020 and 2019. A portion of our financing transactions may include non-cash borrowings and repayments. During 2021, 2020 and 2019, non-cash borrowings and repayments aggregated $ i 2.9 billion, $ i 3.5 billion and $ i 3.3 billion, respectively, including amounts related to the U.K. JV Entities prior to completion of the U.K. JV Transaction.

UPC Holding - 2021 Financing Transactions

During 2021, UPC Holding completed a number of financing transactions that generally resulted in lower interest rates and extended maturities, including the issuance of certain senior secured notes and the entrance into certain accession agreements under the UPC Holding Bank Facility. In connection with these transactions, UPC Holding recognized an aggregate loss on debt extinguishment of $ i 90.6 million related to (i) the write-off of $ i 77.7 million of unamortized deferred financing costs and discounts and (ii) the payment of $ i 12.9 million of redemption premiums. In September 2021, Liberty Global entered into an agreement to sell UPC Poland, the proceeds of which are expected to be used, in part, to repay a portion of UPC Holding’s outstanding indebtedness. For additional information, see note 6.

The following tables summarize our outstanding indebtedness as of December 31, 2021 with respect to (i) the UPC Holding Bank Facility and (ii) the UPC SPE Notes, after completion of the aforementioned financing transactions.

UPC Holding Bank Facility

Maturity

Interest rate

Facility amount (borrowing currency) (a)

Unused
borrowing
capacity

Outstanding principal amount

Carrying
value (b)

in millions

AQ (c)

June 15, 2029

i 3.625%

€

i 600.0

i —

i 683.2

i 679.3

AT (d)

April 30, 2028

LIBOR + i 2.25%

i 700.0

i —

i 700.0

i 696.9

AU (e)

April 30, 2029

EURIBOR + i 2.5%

€

i 400.0

i —

i 455.5

i 453.4

AX (d)

January 31, 2029

LIBOR + i 3.0%

i 1,925.0

i —

i 1,925.0

i 1,910.4

AY (e)

January 31, 2029

EURIBOR + i 3.0%

€

i 862.5

i —

i 982.0

i 976.7

AZ (c)

July 15, 2031

i 4.875%

i 1,250.0

i —

i 1,250.0

i 1,248.6

UPC Revolving Facility (f)

May 31, 2026

EURIBOR + i 2.5%

€

i 736.4

i i 814.4 /

i —

Elimination of Facilities AQ and AZ in consolidation (c)

i —

( i 1,933.2)

( i 1,927.9)

Total

i 814.4

i 4,062.5

i 4,037.4

_______________

(a)Except as described in (c) below, amounts represent total third-party facility amounts at December 31, 2021.

(b)Amounts are net of deferred financing costs and discounts, where applicable.

II-92

LIBERTY GLOBAL PLC

Notes to Consolidated Financial Statements — (Continued)

(c)The amounts outstanding under UPC Facilities AQ and AZ are eliminated in our consolidated financial statements.

(d)UPC Facilities AT and AX are each subject to a LIBOR floor of i 0.0%.

(e)UPC Facilities AU and AY are each subject to a EURIBOR floor of i 0.0%.

(f)The UPC Revolving Facility has a fee on unused commitments of i 1.0% per year.

Original issue amount

Outstanding principal
amount

UPC SPE Notes

Maturity

Interest rate

Borrowing
currency

U.S. $
equivalent

Carrying
value (a)

in millions

2031 UPC Senior Secured Notes

July 15, 2031

i 4.875%

i 1,250.0

i 1,248.6

Third-Party SPE:

UPCB Finance VII Euro Notes

June 15, 2029

i 3.625%

€

i 600.0

€

i 600.0

i 683.2

i 679.3

Total

i 1,933.2

i 1,927.9

_______________

(a)Amounts are net of deferred financing costs and discounts, where applicable.

UPC Holding - 2020 and 2019 Financing Transactions

During 2020 and 2019, UPC Holding completed a number of financing transactions that generally resulted in lower interest rates and extended maturities. In connection with these transactions, UPC Holding recognized losses on debt extinguishment of $ i 43.1 million and $ i 15.4 million during 2020 and 2019, respectively. These losses primarily include (i) during 2020, the payment of $ i 43.8 million of redemption premiums and (ii) the write-off of net unamortized deferred financing costs, discounts and premiums of $ i 0.3 million and $ i 15.4 million, respectively.

Telenet - 2020 and 2019 Financing Transactions

During 2020 and 2019, Telenet completed a number of financing transactions that generally resulted in lower interest rates and extended maturities. In connection with these transactions, Telenet recognized losses on debt extinguishment of $ i 18.9 million and $ i 54.7 million during 2020 and 2019, respectively. These losses include (i) the write-off of net unamortized deferred financing costs, discounts and premiums of $ i 18.9 million and $ i 4.3 million, respectively, and (ii) during 2019, the payment of $ i 50.4 million of redemption premiums.

VM Ireland - 2021 Financing Transactions

In June 2021, VM Ireland entered into a credit facility (the VM Ireland Credit Facility), comprising (i) a € i 900.0 million ($ i 1,024.9 million) term loan facility (VM Ireland Facility B1) and (ii) a € i 100.0 million ($ i 113.9 million) revolving facility (the VM Ireland Revolving Facility). VM Ireland Facility B1 was issued at i 99.5% of par, matures on July 15, 2029 and bears interest at a rate of EURIBOR + i 3.5%, subject to a EURIBOR floor of i 0.0%. The VM Ireland Revolving Facility matures on September 15, 2027 and bears interest at a rate of EURIBOR + i 2.75%. The proceeds from VM Ireland Facility B1 and the VM Ireland Revolving Facility can be used for general corporate purposes.

II-93

LIBERTY GLOBAL PLC

Notes to Consolidated Financial Statements — (Continued)

Maturities of Debt

Maturities of our debt as of December 31, 2021 are presented below for the named entity and its subsidiaries, unless otherwise noted, and represent U.S. dollar equivalents based on December 31, 2021 exchange rates.

Telenet

UPC
Holding (a)

VM
Ireland

Other

Total

in millions

Year ending December 31:

2022

i 405.8

i 307.6

i —

i 69.6

i 783.0

2023

i 11.3

i —

i 54.9

i 66.2

2024

i 11.1

i —

i 16.0

i 27.1

2025

i 11.2

i —

i 1.2

i 12.4

2026

i 11.3

i —

i 11.3

Thereafter

i 5,266.6

i 7,207.3

i 1,024.9

i —

i 13,498.8

Total debt maturities (b)

i 5,717.3

i 7,514.9

i 1,024.9

i 141.7

i 14,398.8

Deferred financing costs, discounts and premiums, net

( i 14.2)

( i 36.4)

( i 7.1)

i —

( i 57.7)

Total debt

i 5,703.1

i 7,478.5

i 1,017.8

i 141.7

i 14,341.1

Current portion

i 405.8

i 307.6

i —

i 69.6

i 783.0

Noncurrent portion

i 5,297.3

i 7,170.9

i 1,017.8

i 72.1

i 13,558.1

_______________

(a)Amounts include SPE Notes issued by the UPCB SPE which, as described above, is consolidated by UPC Holding and Liberty Global.

(b)Amounts include vendor financing obligations of $ i 843.2 million, as set forth below:

Telenet

UPC
Holding

Other

Total

in millions

Year ending December 31:

2022

i 393.9

i 307.6

i 69.6

i 771.1

2023

i —

i 54.9

2024

i —

i 16.0

2025

i —

i 1.2

Total vendor financing maturities

i 393.9

i 307.6

i 141.7

i 843.2

Current portion

i 393.9

i 307.6

i 69.6

i 771.1

Noncurrent portion

i —

i 72.1

II-94

LIBERTY GLOBAL PLC

Notes to Consolidated Financial Statements — (Continued)

Vendor Financing Obligations

A reconciliation of the beginning and ending balances of our vendor financing obligations for the indicated periods is set forth below:

2021

2020

in millions

Balance at January 1

i 1,099.6

i 1,344.9

Vendor financing obligations of the U.K. JV Entities at January 1

i 2,805.8

i 2,382.4

Balance at January 1, including amounts classified as held for sale

i 3,905.4

i 3,727.3

Operating-related vendor financing additions

i 1,781.6

i 2,754.5

Capital-related vendor financing additions

i 661.1

i 1,339.6

Principal payments on operating-related vendor financing

( i 1,408.0)

( i 2,381.7)

Principal payments on capital-related vendor financing

( i 964.4)

( i 2,088.8)

Foreign currency, acquisitions and other

i 108.8

i 554.5

Total vendor financing obligations

i 4,084.5

i 3,905.4

Less: vendor financing obligations of the U.K. JV Entities (a)

( i 3,241.3)

( i 2,805.8)

Balance at December 31

i 843.2

i 1,099.6

_______________

(a)The 2021 amount represents vendor financing obligations of the U.K. JV Entities at June 1, 2021, the date of completion of the U.K. JV Transaction.

(12) i i Leases /

General

We enter into operating and finance leases for network equipment, real estate, mobile site sharing and vehicles. We provide residual value guarantees on certain of our vehicle leases.

Lease Balances

A summary of our ROU assets and lease liabilities is set forth below:

2021

2020

in millions

ROU assets:

Finance leases (a)

i 426.0

i 471.6

Operating leases (b)

i 1,327.8

i 1,440.3

Total ROU assets

i 1,753.8

i 1,911.9

Lease liabilities:

Finance leases (c)

i 484.0

i 549.5

Operating leases (d)

i 1,364.8

i 1,432.0

Total lease liabilities

i 1,848.8

i 1,981.5

II-95

LIBERTY GLOBAL PLC

Notes to Consolidated Financial Statements — (Continued)

_______________

(a)Our finance lease ROU assets are included in property and equipment, net, on our consolidated balance sheets. At December 31, 2021, the weighted average remaining lease term for finance leases was i 22.5 years and the weighted average discount rate was i 6.0%. During 2021, 2020 and 2019, we recorded non-cash additions to our finance lease ROU assets (including amounts related to the U.K. JV Entities through the closing of the U.K. JV Transaction) of $ i 42.6 million, $ i 48.7 million and $ i 66.4 million, respectively.

(b)Our operating lease ROU assets are included in other assets, net, on our consolidated balance sheets. At December 31, 2021, the weighted average remaining lease term for operating leases was i 12.4 years and the weighted average discount rate was i 5.7%. During 2021, 2020 and 2019, we recorded non-cash additions to our operating lease ROU assets (including amounts related to the U.K. JV Entities through the closing of the U.K. JV Transaction) of $ i 169.8 million, $ i 123.0 million and $ i 83.2 million, respectively.

(c)The current and long-term portions of our finance lease liabilities are included within current portion of debt and finance lease obligations and long-term debt and finance lease obligations, respectively, on our consolidated balance sheets.

(d)The current portion of our operating lease liabilities are included within other accrued and current liabilities on our consolidated balance sheets.

A summary of our aggregate lease expense is set forth below:

Year ended December 31,

2021

2020

2019

in millions

Finance lease expense:

Depreciation and amortization

i 74.8

i 83.5

Interest expense

i 30.8

i 32.9

i 33.3

Total finance lease expense

i 105.6

i 107.7

i 116.8

Operating lease expense (a)

i 249.7

i 146.2

i 130.5

Short-term lease expense (a)

i 5.0

i 4.6

i 6.0

Variable lease expense (b)

i 1.6

i 1.4

i 1.2

Total lease expense

i 361.9

i 259.9

i 254.5

_______________

(a)Our operating lease expense and short-term lease expense are included in programming and other direct costs of services, other operating expenses, SG&A expenses and impairment, restructuring and other operating items, net, in our consolidated statements of operations.

(b)Variable lease expense represents payments made to a lessor during the lease term that vary because of a change in circumstance that occurred after the lease commencement date. Variable lease payments are expensed as incurred and are included in other operating expenses in our consolidated statements of operations.

II-96

LIBERTY GLOBAL PLC

Notes to Consolidated Financial Statements — (Continued)

A summary of our cash outflows from operating and finance leases is set forth below:

Year ended December 31,

2021

2020

2019

in millions

Cash paid for amounts included in the measurement of lease liabilities:

Operating cash outflows from operating leases

i 223.0

i 121.5

i 130.3

Operating cash outflows from finance leases (interest component)

i 30.8

i 32.9

i 33.3

Financing cash outflows from finance leases (principal component)

i 75.7

i 86.0

i 72.9

Total cash outflows from operating and finance leases

i 329.5

i 240.4

i 236.5

i i

Maturities of our operating and finance lease liabilities as of December 31, 2021 are presented below. Amounts represent U.S. dollar equivalents based on December 31, 2021 exchange rates:


	Operating leases		Finance leases
	in millions

Year ending December 31:
2022	$	i 208.3	$	i 92.9
2023	i 190.7		i 103.6
2024	i 174.9		i 62.2
2025	i 161.6		i 58.8
2026	i 148.6		i 54.7
Thereafter	i 1,078.4		i 251.3
Total payments	i 1,962.5		i 623.5
Less: present value discount	( i 597.7)		( i 139.5)
Present value of lease payments	$	i 1,364.8	$	i 484.0
Current portion	$	i 138.7	$	i 67.3
Noncurrent portion	$	i 1,226.1	$	i 416.7

/ /

II-97

LIBERTY GLOBAL PLC

Notes to Consolidated Financial Statements — (Continued)

(13) i Income Taxes

Liberty Global files its primary income tax return in the U.K. Its subsidiaries file income tax returns in the U.S., the U.K. and a number of other European jurisdictions. The income taxes of Liberty Global and its subsidiaries are presented on a separate return basis for each tax-paying entity or group.

The components of our earnings (loss) from continuing operations before income taxes are as follows:

Year ended December 31,

2021

2020

2019

in millions

U.K.

i 12,922.0

( i 1,470.0)

( i 831.0)

The Netherlands

i 644.5

( i 606.0)

( i 662.8)

Belgium

i 404.7

i 343.5

i 409.3

Luxembourg

i 373.2

i 95.5

( i 5.3)

Switzerland

( i 308.3)

( i 21.2)

i 178.5

U.S.

( i 3.7)

( i 46.0)

( i 7.0)

Intercompany activity with discontinued operations

( i 54.2)

( i 75.0)

( i 278.7)

Other

i 22.6

( i 21.8)

( i 44.9)

Total

i 14,000.8

( i 1,801.0)

( i 1,241.9)

II-98

LIBERTY GLOBAL PLC

Notes to Consolidated Financial Statements — (Continued)

Income tax benefit (expense) consists of:

Current

Deferred

Total

in millions

Year ended December 31, 2021:

U.K.

( i 0.4)

( i 319.5)

( i 319.9)

U.S. (a)

( i 47.9)

( i 25.8)

( i 73.7)

Belgium

( i 96.3)

i 16.2

( i 80.1)

Switzerland

( i 7.2)

i 63.5

i 56.3

Luxembourg

( i 0.4)

( i 49.5)

( i 49.9)

The Netherlands

( i 2.6)

( i 1.3)

( i 3.9)

Other

( i 0.3)

( i 1.8)

( i 2.1)

Total

( i 155.1)

( i 318.2)

( i 473.3)

Year ended December 31, 2020:

U.S. (a)

i 81.5

i 159.7

i 241.2

U.K

( i 1.3)

i 52.2

i 50.9

Switzerland

( i 3.5)

i 41.2

i 37.7

Luxembourg

( i 0.3)

( i 27.1)

( i 27.4)

Belgium

( i 54.5)

i 36.3

( i 18.2)

The Netherlands

( i 7.7)

i —

( i 7.7)

Other

( i 1.2)

i 0.6

( i 0.6)

Total

i 13.0

i 262.9

i 275.9

Year ended December 31, 2019:

The Netherlands

i —

( i 275.3)

Belgium

( i 134.7)

i 3.6

( i 131.1)

U.K

( i 1.5)

i 118.8

i 117.3

U.S. (a)

( i 4.1)

i 81.9

i 77.8

Switzerland

( i 27.8)

( i 1.1)

( i 28.9)

Luxembourg

( i 1.2)

i 7.7

i 6.5

Other

( i 0.2)

( i 0.1)

( i 0.3)

Total

( i 169.5)

( i 64.5)

( i 234.0)

_______________

(a) Includes federal and state income taxes. Our U.S. state income taxes were not material during any of the years presented.

II-99

LIBERTY GLOBAL PLC

Notes to Consolidated Financial Statements — (Continued)

Income tax benefit (expense) attributable to our earnings (loss) from continuing operations before income taxes differs from the amounts computed using the applicable income tax rate as a result of the following factors:

Year ended December 31,

2021

2020

2019

in millions

Computed “expected” tax benefit (expense) (a)

( i 2,660.2)

i 342.2

i 236.0

Non-taxable gain associated with the U.K. JV Transaction

i 2,066.0

i —

Non-deductible or non-taxable foreign currency exchange results

i 218.0

( i 395.1)

( i 26.5)

International rate differences (b)

( i 92.4)

i 6.7

i 8.5

Basis and other differences in the treatment of items associated with investments in subsidiaries and affiliates (c)

i 84.0

( i 245.8)

( i 165.0)

Non-deductible or non-taxable interest and other expenses

( i 69.0)

( i 25.1)

( i 191.9)

Change in valuation allowances

( i 62.2)

( i 8.4)

( i 113.6)

Tax benefit associated with technologies innovation (d)

i 25.8

i 62.2

i —

Recognition of previously unrecognized tax benefits

i 20.5

i 285.8

i 5.9

Enacted tax law and rate changes (e)

i 2.2

i 248.2

i 19.2

Other, net

( i 6.0)

i 5.2

( i 6.6)

Total income tax benefit (expense)

( i 473.3)

i 275.9

( i 234.0)

_______________

(a)The statutory or “expected” tax rate is the U.K. rate of 19.0%.

(b)Amounts reflect adjustments (either a benefit or expense) to the “expected” tax benefit (expense) for statutory rates in jurisdictions in which we operate outside of the U.K.

(c)Amounts reflect the net impact of differences in the treatment of income and loss items between financial reporting and tax accounting related to investments in subsidiaries and affiliates, including the effects of foreign earnings.

(d)Amounts reflect the recognition of the innovation income tax deduction in Belgium, including the one-time effect of deductions related to prior periods in 2020.

(e)On June 10, 2021, legislation was enacted in the U.K. to increase the U.K. corporate income rate to 25.0% from April 1, 2023. The impact of this rate change on our deferred tax balances was recorded during the second quarter of 2021. On July 22, 2020, legislation was enacted in the U.K. to maintain the corporate income tax rate at 19.0%, reversing previous legislation that had reduced the U.K. rate to 17.0% from April 1, 2020. The impact of this rate change on our deferred tax balances was recorded during the third quarter of 2020. In addition, over the past three years, there have been several changes to the enacted corporate tax rate in the Netherlands, the most recent of which in December 2021 increased the corporate income tax rate from 25.0% to 25.8% effective January 1, 2022. The changes to the enacted corporate tax rate in the Netherlands have not had a material impact on our consolidated financial statements.

II-100

LIBERTY GLOBAL PLC

Notes to Consolidated Financial Statements — (Continued)

The components of our net deferred tax liabilities are as follows:


	December 31,
	2021		2020
	in millions

Deferred tax assets (a)	$	i 423.4	$	i 565.1
Deferred tax liabilities (a)	( i 544.5)		( i 653.3)
Net deferred tax liability	$	( i 121.1)	$	( i 88.2)

_______________

(a)Our deferred tax assets and deferred tax liabilities are included within other assets, net, and other long-term liabilities, respectively, on our consolidated balance sheets.

The tax effects of temporary differences that give rise to significant portions of our deferred tax assets and deferred tax liabilities are presented below:


	December 31,
	2021		2020
	in millions

Deferred tax assets:
Net operating loss and other carryforwards	$	i 1,482.5	$	i 1,589.8
Investments	i 242.1		i 194.6
Debt	i 180.3		i 218.6
Derivative instruments	i 145.2		i 272.3
Property and equipment, net	i 135.8		i 107.5
Leases	i 58.2		i 200.2
Other future deductible amounts	i 207.8		i 213.1
Deferred tax assets	i 2,451.9		i 2,796.1
Valuation allowance	( i 1,744.6)		( i 1,578.9)
Deferred tax assets, net of valuation allowance	i 707.3		i 1,217.2
Deferred tax liabilities:
Intangible assets	( i 418.4)		( i 513.5)
Property and equipment, net	( i 188.9)		( i 220.7)
Debt	( i 159.3)		( i 182.3)
ROU assets	( i 54.0)		( i 201.6)
Deferred revenue	( i 2.9)		( i 155.6)
Other future taxable amounts	( i 4.9)		( i 31.7)
Deferred tax liabilities	( i 828.4)		( i 1,305.4)
Net deferred tax liability	$	( i 121.1)	$	( i 88.2)

Our deferred income tax valuation allowance increased $ i 165.7 million in 2021. This increase reflects the net effect of (i) enacted tax law and rate changes, (ii) foreign currency translation adjustments, (iii) a decrease in deferred tax assets, (iv) net tax expense of $ i 62.2 million and (v) other individually insignificant items.

II-101

LIBERTY GLOBAL PLC

Notes to Consolidated Financial Statements — (Continued)

The significant components of our tax loss carryforwards and related tax assets at December 31, 2021 are as follows:

Tax loss
carryforward

Related
tax asset

Expiration
date

Country

in millions

The Netherlands

i 2,747.2

i 708.8

Indefinite

Belgium

i 1,205.5

i 301.4

Indefinite

Luxembourg

i 933.0

i 243.4

Various

U.K.

i 601.6

i 150.4

Indefinite

Ireland

i 597.5

i 75.0

Indefinite

Other

i 11.8

i 3.5

Various

Total

i 6,096.6

i 1,482.5

Our tax loss carryforwards within each jurisdiction combine all companies’ tax losses (both capital and ordinary losses) in that jurisdiction, however, certain tax jurisdictions limit the ability to offset taxable income of a separate company or different tax group with the tax losses associated with another separate company or group. Further, tax jurisdictions restrict the type of taxable income that the above losses are able to offset. The majority of the tax losses shown in the above table are not expected to be realized, including certain losses that are limited in use due to change in control or same business tests.

We have taxable outside basis differences on certain investments in non-U.S. subsidiaries. No additional income taxes have been provided for any undistributed foreign earnings, or any additional outside basis difference inherent in these entities, as these amounts continue to be reinvested in foreign operations. At December 31, 2021, we have not provided deferred tax liabilities on an estimated $ i 1.4 billion of cumulative temporary differences on the outside bases of our non-U.S. subsidiaries.

Through our subsidiaries, we maintain a presence in many countries. Many of these countries maintain highly complex tax regimes that differ significantly from the system of income taxation used in the U.K. and the U.S. We have accounted for the effect of these taxes based on what we believe is reasonably expected to apply to us and our subsidiaries based on tax laws currently in effect and reasonable interpretations of these laws.

We and our subsidiaries file consolidated and standalone income tax returns in various jurisdictions. In the normal course of business, our income tax filings are subject to review by various taxing authorities. In connection with such reviews, disputes could arise with the taxing authorities over the interpretation or application of certain income tax rules related to our business in that tax jurisdiction. Such disputes may result in future tax and interest and penalty assessments by these taxing authorities. The ultimate resolution of tax contingencies will take place upon the earlier of (i) the settlement date with the applicable taxing authorities in either cash or agreement of income tax positions or (ii) the date when the tax authorities are statutorily prohibited from adjusting the company’s tax computations.

In general, tax returns filed by our company or our subsidiaries for years prior to 2010 are no longer subject to examination by tax authorities. Certain of our subsidiaries are currently involved in income tax examinations in various jurisdictions in which we operate, including Belgium, Ireland, and the U.S. While we do not expect adjustments from the foregoing examinations to have a material impact on our consolidated financial position, results of operations or cash flows, no assurance can be given that this will be the case given the amounts involved and the complex nature of the related issues.

II-102

LIBERTY GLOBAL PLC

Notes to Consolidated Financial Statements — (Continued)

The changes in our unrecognized tax benefits for the indicated periods are summarized below:

2021

2020

2019

in millions

Balance at January 1

i 602.5

i 662.4

i 855.2

Reductions for tax positions of prior years

( i 170.0)

( i 361.5)

( i 80.7)

Additions based on tax positions related to the current year

i 14.3

i 290.6

i 1.7

Additions for tax positions of prior years

i 12.9

i 134.1

i 1.8

Foreign currency translation

( i 8.7)

i 15.5

( i 4.3)

Lapse of statute of limitations

( i 3.9)

( i 2.7)

i —

Reduction related to the held for sale group

i —

( i 131.8)

i —

Settlements with tax authorities

i —

( i 4.1)

( i 111.3)

Balance at December 31

i 447.1

i 602.5

i 662.4

No assurance can be given that any of these tax benefits will be recognized or realized.

As of December 31, 2021, 2020 and 2019, there were $ i 378.7 million, $ i 418.2 million, and $ i 543.7 million, respectively, of unrecognized tax benefits that would have a favorable impact on our effective income tax rate if ultimately recognized, after considering amounts that we would expect to be offset by valuation allowances and other factors.

During 2022, we do not expect any material reductions to our unrecognized tax benefits related to tax positions taken as of December 31, 2021. No assurance can be given as to the nature or impact of any changes in our unrecognized tax positions during 2022.

During 2021, 2020 and 2019, the income tax expense of our continuing operations included net income tax expense of $ i 25.7 million, $ i 26.3 million and $ i 22.4 million, respectively, representing the net accrual of interest and penalties during the period. At December 31, 2021, our other long-term liabilities included accrued interest and penalties of $ i 164.9 million.

(14) i Equity

Capitalization

At December 31, 2021, our authorized share capital consisted of an aggregate nominal amount of $ i 20.0 million, consisting of any of the following: (i) ordinary shares (Class A, B or C), each with a nominal value of $ i i i 0.01 / / per share, (ii) preference shares, with a nominal value to be determined by the board of directors, the issuance of i one or more classes or series of which may be authorized by the board of directors, and (iii) any other shares of i one or more classes as may be determined by the board of directors or by the shareholders of Liberty Global.

Under Liberty Global’s Articles of Association, effective July 1, 2015, holders of Liberty Global Class A ordinary shares are entitled to i one vote for each such share held, and holders of Liberty Global Class B ordinary shares are entitled to i 10 votes for each such share held, on all matters submitted to a vote of Liberty Global shareholders at any general meeting (annual or special). Holders of Liberty Global Class C ordinary shares are not entitled to any voting powers except as required by law.

II-103

LIBERTY GLOBAL PLC

Notes to Consolidated Financial Statements — (Continued)

At the option of the holder, each Liberty Global Class B ordinary share is convertible into i one Liberty Global Class A ordinary share. i One Liberty Global Class A ordinary share is reserved for issuance for each Liberty Global Class B ordinary share that is issued ( i 12,930,839 shares issued as of December 31, 2021). i Additionally, at December 31, 2021, we have reserved the following ordinary shares for the issuance of outstanding share-based incentive awards:

Class A

Class C

Options

i 580,518

i 2,244,752

SARs

i 21,077,203

i 49,605,813

RSUs

i 2,625,839

i 5,250,912

PSUs and PSARS

i 4,286,083

i 8,572,171

Subject to any preferential rights of any outstanding class of our preference shares, the holders of our ordinary shares are entitled to dividends as may be declared from time to time by our board of directors from funds available therefore. Except with respect to share distributions, whenever a dividend is paid in cash to the holder of one class of our ordinary shares, we shall also pay to the holders of the other classes of our ordinary shares an equal per share dividend. There are currently no contractual restrictions on our ability to pay dividends in cash or shares.

In the event of our liquidation, dissolution or winding up, after payment or provision for payment of our debts and liabilities and subject to the prior payment in full of any preferential amounts to which our preference shareholders, if any, may be entitled, the holders of our ordinary shares will be entitled to receive their proportionate interests, expressed in liquidation units, in any assets available for distribution to our ordinary shares.

Share Repurchase Programs

As a U.K. incorporated company, we may only elect to repurchase shares or pay dividends to the extent of our “Distributable Reserves.” Distributable Reserves, which are not linked to a GAAP reported amount, may be created through the earnings of the U.K. parent company and, among other methods, through a reduction in share premium approved by the English Companies Court. Based on the amounts set forth in our 2020 U.K. Companies Act Report dated April 30, 2021, which are our most recent “Relevant Accounts” for purposes of determining our Distributable Reserves under U.K. law, our Distributable Reserves were $ i 14.9 billion as of December 31, 2020. This amount does not reflect earnings, share repurchases or other activity that occurred during 2021, each of which impacts the amount of our Distributable Reserves.

Our board of directors has approved various share repurchase programs for our Liberty Global ordinary shares. Under our repurchase programs, we may acquire from time to time our Class A ordinary shares, Class C ordinary shares or any combination of Class A and Class C ordinary shares. Our repurchase programs may be effected through open market transactions and/or privately negotiated transactions, which may include derivative transactions. The timing of the repurchase of shares pursuant to these programs will depend on a variety of factors, including market conditions and applicable law, and these programs may be implemented in conjunction with brokers for the company and other financial institutions with whom the company has relationships within certain preset parameters and purchases may continue during closed periods in accordance with applicable restrictions. Our share repurchase programs may be suspended or discontinued at any time. In July 2021, our board of directors approved a new share repurchase program pursuant to which we are authorized to repurchase i 10% of our shares during each of 2022 and 2023, based on the total number of our outstanding shares as of the beginning of each respective year. As determined by our total number of outstanding shares as of December 31, 2021, we are authorized to repurchase i i 52.75 / million of our Class A and/or Class C ordinary shares during 2022. Based on the respective closing share prices as of December 31, 2021, this would equate to total share repurchases during 2022 of approximately $ i 1.5 billion. However, the actual U.S. dollar amount of our share repurchases during 2022 will be determined by the actual transaction date share prices during the year and could differ significantly from this amount.

II-104

LIBERTY GLOBAL PLC

Notes to Consolidated Financial Statements — (Continued)

The following table provides details of our share repurchases during 2021, 2020 and 2019:

Class A ordinary shares

Class C ordinary shares

Shares
repurchased

Average price
paid per share (a)

Shares
repurchased

Average price
paid per share (a)

Total cost (a)

in millions

2021

i 8,445,800

i 27.31

i 49,604,048

i 27.23

i 1,581.1

2020

i 1,309,000

i 22.38

i 54,473,323

i 19.15

i 1,072.3

2019 (b)

i 24,348,562

i 27.61

i 95,395,291

i 26.64

i 3,220.2

_______________

(a)Includes direct acquisition costs, where applicable.

(b)Includes repurchases made pursuant to modified Dutch auction cash tenders, comprising i 24,002,262 shares of our Class A ordinary shares at a price per share of $ i 27.50 and i 75,420,009 shares of our Class C ordinary shares at a price per share of $ i 27.00, for an aggregate purchase price of $ i 2.7 billion, including direct acquisition costs.

Subsidiary Distributions

From time to time, Telenet and certain other of our subsidiaries make cash distributions to their respective shareholders. Our share of these distributions is eliminated in consolidation and the noncontrolling interest owners’ share of these distributions is reflected as a charge against noncontrolling interests in our consolidated statements of equity. In this regard, Telenet paid aggregate dividends to its shareholders during 2021, 2020 and 2019 of € i 306.2 million, € i 292.4 million and € i 62.8 million, respectively. Our share of these dividends was € i 182.4 million ($ i 214.0 million at the applicable rate), € i 177.8 million ($ i 205.4 million at the applicable rate) and € i 37.8 million ($ i 42.0 million at the applicable rate), respectively.

Restricted Net Assets

The ability of certain of our subsidiaries to distribute or loan all or a portion of their net assets to our company is limited by the terms of applicable debt facilities. At December 31, 2021, a significant portion of our net assets represented net assets of our subsidiaries that were subject to such limitations.

II-105

LIBERTY GLOBAL PLC

Notes to Consolidated Financial Statements — (Continued)

(15) i Share-based Compensation

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. i A summary of our aggregate share-based compensation expense is set forth below:

Year ended December 31,

2021

2020

2019

in millions

Liberty Global:

Performance-based incentive awards (a)

i 59.6

i 127.4

i 134.5

Non-performance based incentive awards (b)

i 168.6

i 134.1

i 107.6

Other (c)

i 33.6

i 46.2

i 39.0

Total Liberty Global

i 261.8

i 307.7

i 281.1

Telenet share-based incentive awards (d)

i 35.1

i 35.5

i 15.6

Other

i 11.2

i 4.8

i 9.1

Total

i 308.1

i 348.0

i 305.8

Included in:

Other operating expenses

i 13.7

i 7.6

i 3.9

SG&A expenses

i 294.4

i 340.4

i 301.9

Total

i 308.1

i 348.0

i 305.8

_______________

(a)Includes share-based compensation expense related to (i) PSUs, (ii) our 2019 CEO Performance Award and (iii) our 2019 Challenge Performance Awards, each as defined and described below.

(b)In 2019, we changed our policy to provide that all new equity grants would have i ten-year contractual terms in order to more closely align with common market practice. In April 2021, with respect to 2014 and 2015 grants, and in April 2020, with respect to 2013 grants, the compensation committee of our board of directors approved the extension dates of outstanding SARs and director options from a i seven-year term to a i ten-year term. Accordingly, the Black-Scholes fair values of the respective outstanding awards increased, resulting in the recognition of an aggregate incremental share-based compensation expense of $ i 22.7 million and $ i 18.9 million during 2021 and 2020, respectively. The 2019 amount includes share-based compensation expense related to the RSAs issued under the 2019 CEO Performance Award, as defined and described below.

(c)Represents annual incentive compensation and defined contribution plan liabilities that have been or are expected to be settled with Liberty Global ordinary shares. In the case of the annual incentive compensation, shares have been or will be issued to senior management and key employees pursuant to a shareholding incentive program. The shareholding incentive program allows these employees to elect to receive up to i 100% of their annual incentive compensation in ordinary shares of Liberty Global in lieu of cash.

(d)Represents the share-based compensation expense associated with Telenet’s share-based incentive awards, which, at December 31, 2021, included performance- and non-performance-based stock option awards with respect to i 4,126,221 Telenet shares. These stock option awards had a weighted average exercise price of € i 39.73 ($ i 45.24).

As of December 31, 2021, $ i 243.8 million of total unrecognized compensation cost related to our Liberty Global share-based incentive awards is expected to be recognized by our company over a weighted-average period of approximately i 1.8 years.

II-106

LIBERTY GLOBAL PLC

Notes to Consolidated Financial Statements — (Continued)

The following table summarizes certain information related to the share-based incentive awards granted and exercised with respect to Liberty Global ordinary shares (includes amounts related to awards held by employees of our discontinued operations, unless otherwise noted):

Year ended December 31,

2021

2020

2019

Assumptions used to estimate fair value of options, SARs and PSARs granted:

Risk-free interest rate

i 0.48 - i 1.13%

i 0.13 - i 0.47%

i 1.59 - i 2.45%

Expected life

i 3.7- i 6.2 years

i 3.2- i 6.2 years

Expected volatility

i 30.8 - i 33.2%

i 34.6 - i 38.8%

i 29.9 - i 33.8%

Expected dividend yield

i none

Weighted average grant-date fair value per share of awards granted:

Options

i 8.75

i 5.92

i 8.60

SARs

i 6.79

i 4.19

i 6.79

PSARs

(a)

i 6.92

RSUs

i 25.69

i 15.66

i 24.66

RSAs

(a)

i 25.29

PSUs

(a)

i 25.00

Total intrinsic value of awards exercised (in millions):

Options

i 1.4

i 1.2

i 4.2

SARs

i 28.9

(b)

i 13.6

PSARs

i 0.1

(b)

Cash received from exercise of options (in millions)

i 8.9

i 2.2

i 2.3

Income tax benefit related to share-based compensation of our continuing operations (in millions)

i 14.9

i 36.9

i 21.0

_______________

(a)There were no grants of this award type made during the indicated period.

(b)There were no exercises of this award type made during the indicated period.

Share Incentive Plans — Liberty Global Ordinary Shares

Incentive Plans

As of December 31, 2021, we are authorized to grant incentive awards under the “Liberty Global 2014 Incentive Plan” and the “Liberty Global 2014 Nonemployee Director Incentive Plan”. Generally, we may grant non-qualified share options, SARs, PSARs, restricted shares, RSUs, cash awards, performance awards or any combination of the foregoing under either of these incentive plans (collectively, “awards”). Ordinary shares issuable pursuant to awards made under these incentive plans will be made available from either authorized but unissued shares or shares that have been issued but reacquired by our company. Awards may be granted at or above fair value in any class of ordinary shares. The maximum number of Liberty Global shares with respect to which awards may be issued under the Liberty Global 2014 Incentive Plan and the Liberty Global 2014 Nonemployee Director Incentive Plan is i 155 million (of which no more than i 50.25 million shares may consist of Class B ordinary shares) and i 10.5 million, respectively, in each case, subject to anti-dilution and other adjustment provisions in the respective plan. As of December 31, 2021, the Liberty Global 2014 Incentive Plan and the Liberty Global 2014 Nonemployee Director Incentive Plan had i 49,290,093 and i 7,678,752 ordinary shares available for grant, respectively.

II-107

LIBERTY GLOBAL PLC

Notes to Consolidated Financial Statements — (Continued)

Awards (other than performance-based awards) under the Liberty Global 2014 Incentive Plan generally (i) vest (a) prior to 2020, i 12.5% on the six-month anniversary of the grant date and then at a rate of i 6.25% each quarter thereafter and (b) commencing in 2020, annually over a i three-year period, and (ii) expire (1) prior to 2019, i seven years after the grant date and (2) commencing in 2019, i 10 years after the grant date. Awards (other than RSUs) issued under the Liberty Global 2014 Nonemployee Director Incentive Plan generally vest in i three equal annual installments, provided the director continues to serve as director immediately prior to the vesting date, and expire i seven years after the grant date. Commencing with awards made in 2019, the term was increased to i 10 years. RSUs vest on the date of the first annual general meeting of shareholders following the grant date. These awards may be granted at or above fair value in any class of ordinary shares.

2021 Ventures Incentive Plan

In April 2021, the compensation committee of our board of directors approved a new incentive plan, referred to herein as the “2021 Ventures Incentive Plan”. The 2021 Ventures Incentive Plan was provided to executive officers and other key employees and is based on the performance of the Liberty Global Ventures Portfolio (the “Portfolio”), which is measured by assessing the fair value of the Portfolio over a three-year period that began on December 31, 2020 and ends on December 31, 2023. An initial fair value assessment was performed for the Portfolio as of December 31, 2020 by an independent third-party valuation specialist. Payout will be denominated in cash and will be assessed at the end of the i three-year period using eligible participants’ initial contribution between i 10% and i 100% of their 2021 annual target equity value (which contributed amount is in lieu of their normal annual equity grant). The compensation committee has the discretion to settle the final payout amount in (i) cash or (ii) Liberty Global Class A and Class C ordinary shares based on the change in the Portfolio’s value. Subject to forfeitures, i 100% of each participant’s payout will vest on March 31, 2024. In order to receive the payout, participants are required to remain employed through the vesting date. The 2021 Ventures Incentive Plan awards are liability classified due to the fact that the final payout under this plan will be denominated in cash and may be settled in a variable number of shares. At December 31, 2021, the estimated fair value of the final payout under the 2021 Ventures Incentive Plan was $ i 18.3 million.

Performance Awards

The following is a summary of the material terms and conditions with respect to our performance-based awards for certain executive officers and key employees.

2019 CEO Performance Award

In April 2019, the compensation committee of our board of directors approved the grant of RSAs and PSUs to our Chief Executive Officer (CEO) (the 2019 CEO Performance Award), comprising i 670,000 RSAs and i 1,330,000 PSUs, each with respect to Liberty Global Class B ordinary shares. The RSAs vested on December 31, 2019, i 670,000 PSUs vested on May 15, 2020, and the remaining i 660,000 PSUs vested on May 15, 2021. The performance criteria for the 2019 CEO Performance Award PSUs was based on the achievement of our CEO’s performance conditions, as established by the compensation committee.

2019 Challenge Performance Awards

In March 2019, the compensation committee of our board of directors approved a challenge performance award for executive officers and certain employees (the 2019 Challenge Performance Awards), which consists of a combination of PSARs and PSUs, in each case divided on a i 1:2 ratio based on Liberty Global Class A ordinary shares and Liberty Global Class C ordinary shares. Each PSU represents the right to receive i one Liberty Global Class A ordinary share or i one Liberty Global Class C ordinary share, as applicable. The performance criteria for the 2019 Challenge Performance Awards is based on the participant’s performance and achievement of individual goals during the three-year period ended December 31, 2021. Subject to forfeitures, the satisfaction of performance conditions and certain other terms, i 100% of each participant’s 2019 Challenge Performance Awards will vest on March 7, 2022. The PSARs have a term of i ten years and base prices equal to the respective market closing prices of the applicable class on the grant date.

II-108

LIBERTY GLOBAL PLC

Notes to Consolidated Financial Statements — (Continued)

Liberty Global PSUs

In April 2019, the compensation committee of our board of directors approved the grant of PSUs to executive officers and key employees (the 2019 PSUs). The performance plan for the 2019 PSUs covered the i two-year period ended December 31, 2020 and included a performance target based on the achievement of a specified compound annual growth rate (CAGR) in a consolidated Adjusted EBITDA metric (as defined in note 19). The performance target was adjusted for events such as acquisitions, dispositions and changes in foreign currency exchange rates that affect comparability (Adjusted EBITDA CAGR). The 2019 PSUs required delivery of an Adjusted EBITDA CAGR of i 1.38% and included over- and under-performance payout opportunities should the Adjusted EBITDA CAGR exceed or fail to meet the target, as applicable. Participants earned i 65% of their targeted awards under the 2019 PSUs, which vested i 50% on each of April 1, 2021 and October 1, 2021.

During 2018, the compensation committee of our board of directors approved the grant of PSUs to executive officers and key employees (the 2018 PSUs) pursuant to a performance plan that was based on the achievement of a specified Adjusted EBITDA CAGR during the i two-year period ended December 31, 2019. Participants earned i 106.1% of their targeted awards under the 2018 PSUs, which vested i i 50 / % on each of April 1, 2020 and October 1, 2020. The target Adjusted EBITDA CAGR for the 2018 PSUs was determined on October 26, 2018 and, accordingly, associated compensation expense was recognized prospectively from that date.

In February 2016, the compensation committee of our board of directors approved the grant of PSUs to executive officers and key employees (the 2016 PSUs) pursuant to a performance plan that was based on the achievement of a specified Adjusted EBITDA CAGR during the i three-year period ended December 31, 2018. The 2016 PSUs, as adjusted through the 2017 Award Modification, required delivery of an Adjusted EBITDA CAGR of i 6.0% during the i three-year performance period for Liberty Global or Liberty Latin America Ltd. depending on the respective class of shares underlying the award. Participants earned i 82.3% of their targeted awards under the 2016 PSUs, which vested i 50% on each of April 1, 2019 and October 1, 2019.

Share-based Award Activity — Liberty Global Ordinary Shares

The following tables summarize the share-based award activity during 2021 with respect to awards issued by Liberty Global. Our company settles SARs and PSARs on a net basis when exercised by the award holder, whereby the number of shares issued represents the excess value of the award based on the market price of the respective Liberty Global shares at the time of exercise relative to the award’s exercise price. In addition, with respect to share-based awards held by Liberty Global employees, the number of shares to be issued upon vesting or exercise is reduced by the amount of the employee’s required income tax withholding.

Options — Class A ordinary shares

Number of awards

Weighted
average
exercise price

Weighted
average
remaining
contractual
term

Aggregate
intrinsic value

in years

in millions

Outstanding at January 1, 2021

i 623,572

i 29.41

Granted

i 48,286

i 27.82

Forfeited

( i 29,466)

i 30.95

Exercised

( i 46,459)

i 18.52

Impact of dispositions

( i 15,415)

i 17.69

Outstanding at December 31, 2021

i 580,518

i 30.38

i 4.2

i 0.6

Exercisable at December 31, 2021

i 467,288

i 31.66

i 3.1

i 0.3

II-109

LIBERTY GLOBAL PLC

Notes to Consolidated Financial Statements — (Continued)

Options — Class C ordinary shares

Number of awards

Weighted
average
exercise price

Weighted
average
remaining
contractual
term

Aggregate
intrinsic value

in years

in millions

Outstanding at January 1, 2021

i 3,463,971

i 24.87

Granted

i 330,019

i 26.31

Forfeited

( i 384,214)

i 26.21

Exercised

( i 343,147)

i 21.14

Impact of dispositions

( i 821,877)

i 23.93

Outstanding at December 31, 2021

i 2,244,752

i 25.76

i 5.6

i 8.3

Exercisable at December 31, 2021

i 1,419,880

i 27.97

i 4.0

i 3.3

SARs — Class A ordinary shares

Number of awards

Weighted
average
base price

Weighted
average
remaining
contractual
term

Aggregate
intrinsic value

in years

in millions

Outstanding at January 1, 2021

i 19,245,884

i 27.29

Granted

i 5,170,598

i 25.82

Forfeited

( i 1,738,481)

i 30.31

Exercised

( i 1,078,925)

i 19.94

Impact of dispositions

( i 521,873)

i 27.66

Outstanding at December 31, 2021

i 21,077,203

i 27.05

i 5.6

i 62.4

Exercisable at December 31, 2021

i 11,916,219

i 30.40

i 3.4

i 15.7

SARs — Class C ordinary shares

Number of awards

Weighted
average
base price

Weighted
average
remaining
contractual
term

Aggregate
intrinsic value

in years

in millions

Outstanding at January 1, 2021

i 40,890,502

i 26.27

Granted

i 15,719,407

i 25.70

Forfeited

( i 3,433,326)

i 29.30

Exercised

( i 2,520,420)

i 20.11

Impact of dispositions

( i 1,050,350)

i 26.79

Outstanding at December 31, 2021

i 49,605,813

i 26.18

i 5.9

i 167.6

Exercisable at December 31, 2021

i 25,906,562

i 29.08

i 3.2

i 46.8

II-110

LIBERTY GLOBAL PLC

Notes to Consolidated Financial Statements — (Continued)

PSARs — Class A ordinary shares

Number of awards

Weighted
average
base price

Weighted
average
remaining
contractual
term

Aggregate
intrinsic value

in years

in millions

Outstanding at January 1, 2021

i 3,723,670

i 25.97

Forfeited

( i 255,336)

i 25.97

Exercised

( i 13,232)

i 25.97

Impact of dispositions

( i 102,530)

i 25.97

Outstanding at December 31, 2021

i 3,352,572

i 25.97

i 7.2

i 5.9

Exercisable at December 31, 2021

i 14,297

i 25.97

i 7.2

i —

PSARs — Class C ordinary shares

Number of awards

Weighted
average
base price

Weighted
average
remaining
contractual
term

Aggregate
intrinsic value

in years

in millions

Outstanding at January 1, 2021

i 7,447,340

i 25.22

Forfeited

( i 510,668)

i 25.22

Exercised

( i 26,464)

i 25.22

Impact of dispositions

( i 205,059)

i 25.22

Outstanding at December 31, 2021

i 6,705,149

i 25.22

i 7.2

i 19.3

Exercisable at December 31, 2021

i 28,599

i 25.22

i 7.2

i 0.1

RSUs — Class A ordinary shares

Number of awards

Weighted
average
grant-date
fair value
per share

Weighted
average
remaining
contractual
term

in years

Outstanding at January 1, 2021

i 2,443,306

i 17.41

Granted

i 1,795,856

i 25.79

Forfeited

( i 207,614)

i 20.53

Released from restrictions

( i 1,343,164)

i 20.62

Impact of dispositions

( i 62,545)

i 21.34

Outstanding at December 31, 2021

i 2,625,839

i 21.16

i 2.2

II-111

LIBERTY GLOBAL PLC

Notes to Consolidated Financial Statements — (Continued)

RSUs — Class C ordinary shares

Number of awards

Weighted
average
grant-date
fair value
per share

Weighted
average
remaining
contractual
term

in years

Outstanding at January 1, 2021

i 4,878,115

i 16.47

Granted

i 3,591,710

i 25.64

Forfeited

( i 415,081)

i 19.93

Released from restrictions

( i 2,678,811)

i 19.88

Impact of dispositions

( i 125,021)

i 20.60

Outstanding at December 31, 2021

i 5,250,912

i 20.63

i 2.2

PSUs — Class A ordinary shares

Number of awards

Weighted
average
grant-date
fair value
per share

Weighted
average
remaining
contractual
term

in years

Outstanding at January 1, 2021

i 2,197,288

i 25.41

Forfeited

( i 496,385)

i 25.06

Released from restrictions

( i 742,856)

i 24.93

Impact of dispositions

( i 24,536)

i 25.97

Outstanding at December 31, 2021

i 933,511

i 25.97

i 0.2

PSUs — Class B ordinary shares

Number of awards

Weighted
average
grant-date
fair value
per share

Weighted
average
remaining
contractual
term

in years

Outstanding at January 1, 2021

i 660,000

i 25.29

Released from restrictions

( i 660,000)

i 25.29

Outstanding at December 31, 2021

i —

—

PSUs — Class C ordinary shares

Number of awards

Weighted
average
grant-date
fair value
per share

Weighted
average
remaining
contractual
term

in years

Outstanding at January 1, 2021

i 4,394,576

i 24.66

Forfeited

( i 992,747)

i 24.31

Released from restrictions

( i 1,485,735)

i 24.18

Impact of dispositions

( i 49,072)

i 25.22

Outstanding at December 31, 2021

i 1,867,022

i 25.22

i 0.2

II-112

LIBERTY GLOBAL PLC

Notes to Consolidated Financial Statements — (Continued)

Share-based Award Activity — Liberty Global Ordinary Shares held by former Liberty Global employees

The following tables summarize the share-based awards held by former employees of Liberty Global subsequent to certain split-off or disposal transactions. Although we do not recognize share-based compensation expense with respect to these awards, any future exercises of SARs or vesting of RSUs and PSUs will increase the number of our outstanding ordinary shares.

Number of awards

Weighted average exercise or base price

Weighted average remaining contractual term

Aggregate intrinsic value

in years

in millions

Options, SARs and PSARs:

Class A:

Outstanding

i 1,690,876

i 31.26

i 3.3

i 2.1

Exercisable

i 1,437,706

i 32.73

i 2.5

i 0.8

Class C:

Outstanding

i 4,479,177

i 28.86

i 2.7

i 9.1

Exercisable

i 3,972,860

i 29.70

i 2.1

i 6.1

Number of awards

Weighted average grant-date fair value per share

Weighted average remaining contractual term

in years

Outstanding RSUs and PSUs:

Class A:

RSUs

i 62,558

i 21.34

i 1.9

PSUs

i 24,536

i 25.97

i 0.2

Class C:

RSUs

i 125,046

i 20.60

i 1.9

PSUs

i 49,072

i 25.22

i 0.2

II-113

LIBERTY GLOBAL PLC

Notes to Consolidated Financial Statements — (Continued)

(16) i Defined Benefit Plans

Certain of our subsidiaries maintain various funded and unfunded defined benefit plans for their employees.

The table below provides summary information on our defined benefit plans:


	December 31,
	2021		2020 (a)		2019
	in millions

Fair value of plan assets (b)	$	i 1,269.9	$	i 1,196.8	$	i 1,500.0
Projected benefit obligation	$	i 1,280.5	$	i 1,302.7	$	i 1,407.5
Net asset (liability)	$	( i 10.6)	$	( i 105.9)	$	i 92.5

_______________

(a)Due to the held-for-sale presentation of the U.K. JV Entities at December 31, 2020, amounts exclude the defined benefit pension plans associated with such entities.

(b)The fair value of plan assets at December 31, 2021 includes $ i 1,184.1 million and $ i 85.8 million of assets that are valued based on Level 1 and Level 2 inputs, respectively, of the fair value hierarchy (as further described in note 9). Our plan assets comprise investments in debt securities, equity securities, hedge funds, insurance contracts and certain other assets.

Our net periodic pension cost was $ i 10.9 million, $ i 14.8 million and $ i 8.6 million during 2021, 2020 and 2019, respectively, including $ i 57.4 million, $ i 33.4 million and $ i 20.9 million, respectively, representing the service cost component. These amounts exclude aggregate curtailment gains of $ i 7.5 million, i nil and $ i 1.4 million, respectively, which are included in impairment, restructuring and other operating items, net, in our consolidated statements of operations.

During 2021, our subsidiaries’ contributions to their respective defined benefit plans aggregated $ i 54.7 million. Based on December 31, 2021 exchange rates and information available as of that date, we expect this amount to be $ i 41.8 million in 2022.

(17) i Accumulated Other Comprehensive Earnings

Accumulated other comprehensive earnings included on our consolidated balance sheets and statements of equity reflect the aggregate impact of foreign currency translation adjustments and pension-related adjustments and other. i The changes in the components of accumulated other comprehensive earnings, net of taxes, are summarized as follows:

Liberty Global shareholders

Total
accumulated
other
comprehensive
earnings

Foreign
currency
translation
adjustments

Pension-
related adjustments and other

Accumulated
other
comprehensive
earnings

Noncontrolling
interests

in millions

Balance at January 1, 2019

i 719.3

( i 87.5)

i 631.8

( i 4.0)

i 627.8

Other comprehensive earnings

i 490.3

( i 9.4)

i 480.9

i 1.2

i 482.1

Balance at December 31, 2019

i 1,209.6

( i 96.9)

i 1,112.7

( i 2.8)

i 1,109.9

Other comprehensive earnings

i 2,599.7

( i 19.3)

i 2,580.4

i 0.6

i 2,581.0

Balance at December 31, 2020

i 3,809.3

( i 116.2)

i 3,693.1

( i 2.2)

i 3,690.9

Other comprehensive earnings

i 70.7

i 128.4

i 199.1

i 1.2

i 200.3

Balance at December 31, 2021

i 3,880.0

i 12.2

i 3,892.2

( i 1.0)

i 3,891.2

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LIBERTY GLOBAL PLC

Notes to Consolidated Financial Statements — (Continued)

The components of other comprehensive earnings, net of taxes, are reflected in our consolidated statements of comprehensive earnings. The following table summarizes the tax effects related to each component of other comprehensive earnings, net of amounts reclassified to our consolidated statements of operations:

Pre-tax
amount

Tax benefit
(expense)

Net-of-tax
amount

in millions

Year ended December 31, 2021:

Foreign currency translation adjustments (a)

i 129.4

i 1.2

i 130.6

Pension-related adjustments and other

i 139.9

( i 10.3)

i 129.6

Other comprehensive earnings from continuing operations

i 269.3

( i 9.1)

i 260.2

Other comprehensive loss from discontinued operations

( i 59.9)

i —

( i 59.9)

Other comprehensive earnings

i 209.4

( i 9.1)

i 200.3

Other comprehensive earnings attributable to noncontrolling interests (b)

( i 1.6)

i 0.4

( i 1.2)

Other comprehensive earnings attributable to Liberty Global shareholders

i 207.8

( i 8.7)

i 199.1

Year ended December 31, 2020:

Foreign currency translation adjustments

i 2,586.4

( i 0.2)

i 2,586.2

Pension-related adjustments and other

( i 22.5)

i 3.8

( i 18.7)

Other comprehensive earnings from continuing operations

i 2,563.9

i 3.6

i 2,567.5

Other comprehensive earnings from discontinued operations

i 13.5

i —

i 13.5

Other comprehensive earnings

i 2,577.4

i 3.6

i 2,581.0

Other comprehensive earnings attributable to noncontrolling interests (b)

( i 0.9)

i 0.3

( i 0.6)

Other comprehensive earnings attributable to Liberty Global shareholders

i 2,576.5

i 3.9

i 2,580.4

Year ended December 31, 2019:

Foreign currency translation adjustments

i 441.7

i 3.3

i 445.0

Pension-related adjustments and other

( i 16.7)

i 2.3

( i 14.4)

Other comprehensive earnings from continuing operations

i 425.0

i 5.6

i 430.6

Other comprehensive earnings from discontinued operations (a)

i 51.6

( i 0.1)

i 51.5

Other comprehensive earnings

i 476.6

i 5.5

i 482.1

Other comprehensive earnings attributable to noncontrolling interests (b)

( i 1.5)

i 0.3

( i 1.2)

Other comprehensive earnings attributable to Liberty Global shareholders

i 475.1

i 5.8

i 480.9

_______________

(a)For additional information regarding the reclassification of foreign currency translation adjustments included in net earnings (loss), see note 6.

(b)Amounts represent the noncontrolling interest owners’ share of our pension-related adjustments.

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LIBERTY GLOBAL PLC

Notes to Consolidated Financial Statements — (Continued)

(18) i Commitments and Contingencies

Commitments

In the normal course of business, we enter into agreements that commit our company to make cash payments in future periods with respect to network and connectivity commitments, purchases of customer premises and other equipment and services, programming contracts and other items. i The following table sets forth the U.S. dollar equivalents of such commitments as of December 31, 2021. The commitments included in this table do not reflect any liabilities that are included on our December 31, 2021 consolidated balance sheet.

Payments due during:

2022

2023

2024

2025

2026

Thereafter

Total

in millions

Network and connectivity
commitments

i 186.9

i 136.8

i 96.6

i 90.6

i 39.9

i 670.3

i 1,221.1

Purchase commitments

i 508.1

i 89.9

i 33.7

i 22.1

i 23.3

i 0.7

i 677.8

Programming commitments

i 186.3

i 144.9

i 120.4

i 71.6

i 47.4

i 18.8

i 589.4

Other commitments

i 76.7

i 55.9

i 29.4

i 29.9

i 29.8

i 126.0

i 347.7

Total

i 958.0

i 427.5

i 280.1

i 214.2

i 140.4

i 815.8

i 2,836.0

Network and connectivity commitments primarily include Telenet’s commitments for certain operating costs associated with its leased network. Telenet’s commitments for certain operating costs are subject to adjustment based on changes in the network operating costs incurred by Telenet with respect to its own networks. These potential adjustments are not subject to reasonable estimation and, therefore, are not included in the above table.

Purchase commitments include unconditional and legally binding obligations related to (i) the purchase of customer premises, network and other equipment and (ii) certain service-related commitments, including call center, information technology and maintenance services.

Programming commitments consist of obligations associated with certain of our programming, studio output and sports rights contracts that are enforceable and legally binding on us as we have agreed to pay minimum fees without regard to (i) the actual number of subscribers to the programming services, (ii) whether we terminate service to a portion of our subscribers or dispose of a portion of our distribution systems or (iii) whether we discontinue our premium sports services. Programming commitments do not include increases in future periods associated with contractual inflation or other price adjustments that are not fixed. Accordingly, the amounts reflected in the above table with respect to these contracts are significantly less than the amounts we expect to pay in these periods under these contracts. Historically, payments to programming vendors have represented a significant portion of our operating costs, and we expect this will continue to be the case in future periods. In this regard, our total programming and copyright costs (including amounts related to the U.K. JV Entities through the closing of the U.K. JV Transaction) aggregated $ i 1,123.2 million, $ i 1,629.3 million and $ i 1,612.5 million during 2021, 2020 and 2019, respectively.

In addition to the commitments set forth in the table above, we have significant commitments under (i) derivative instruments and (ii) defined benefit plans and similar agreements, pursuant to which we expect to make payments in future periods. For information regarding our derivative instruments, including the net cash paid or received in connection with these instruments during 2021, 2020 and 2019, see note 8. For information regarding our defined benefit plans, see note 16.

We also have commitments pursuant to agreements with, and obligations imposed by, franchise authorities and municipalities, which may include obligations in certain markets to move aerial cable to underground ducts or to upgrade, rebuild or extend portions of our broadband communication systems. Such amounts are not included in the above table because they are not fixed or determinable.

We have established various defined contribution benefit plans for our and our subsidiaries’ employees. Our aggregate expense for matching contributions under the various defined contribution employee benefit plans (including amounts related to

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LIBERTY GLOBAL PLC

Notes to Consolidated Financial Statements — (Continued)

the U.K. JV Entities through the closing of the U.K. JV Transaction) was $ i 30.1 million, $ i 44.8 million and $ i 42.6 million during 2021, 2020 and 2019, respectively.

Guarantees and Other Credit Enhancements

In the ordinary course of business, we may provide (i) indemnifications to our lenders, our vendors and certain other parties and (ii) performance and/or financial guarantees to local municipalities, our customers and vendors. Historically, these arrangements have not resulted in our company making any material payments and we do not believe that they will result in material payments in the future.

Legal and Regulatory Proceedings and Other Contingencies

Interkabel Acquisition. On November 26, 2007, Telenet and four associations of municipalities in Belgium, which we refer to as the pure intercommunales or the “PICs,” announced a non-binding agreement-in-principle to transfer the analog and digital television activities of the PICs, including all existing subscribers, to Telenet. Subsequently, Telenet and the PICs entered into a binding agreement (the 2008 PICs Agreement), which closed effective October 1, 2008. Beginning in December 2007, Proximus NV/SA (Proximus), the incumbent telecommunications operator in Belgium, instituted several proceedings seeking to block implementation of these agreements. Proximus lodged summary proceedings with the President of the Court of First Instance of Antwerp to obtain a provisional injunction preventing the PICs from effecting the agreement-in-principle and initiated a civil procedure on the merits claiming the annulment of the agreement-in-principle. In March 2008, the President of the Court of First Instance of Antwerp ruled in favor of Proximus in the summary proceedings, which ruling was overturned by the Court of Appeal of Antwerp in June 2008. Proximus brought an appeal judgment before the Belgian Supreme Court, which confirmed the appeal judgment in September 2010. On April 6, 2009, the Court of First Instance of Antwerp ruled in favor of the PICs and Telenet in the civil procedure on the merits, dismissing Proximus’ request for the rescission of the agreement-in-principle and the 2008 PICs Agreement. On June 12, 2009, Proximus appealed this judgment to the Court of Appeal of Antwerp. In this appeal, Proximus also sought compensation for damages. While these proceedings were suspended indefinitely, other proceedings were initiated, which resulted in a ruling by the Belgian Council of State in May 2014 annulling (i) the decision of the PICs not to organize a public market consultation and (ii) the decision from the PICs’ board of directors to approve the 2008 PICs Agreement. In December 2015, Proximus resumed the civil proceedings pending with the Court of Appeal of Antwerp seeking to have the 2008 PICs Agreement annulled and claiming damages of € i 1.4 billion ($ i 1.6 billion). On December 18, 2017, the Court of Appeal of Antwerp rejected Proximus’ claim in its entirety. On June 28, 2019, Proximus brought this appeal judgment before the Belgian Supreme Court. On January 22, 2021, the Belgian Supreme Court partially annulled the judgment of the Court of Appeal of Antwerp. The case was referred to the Court of Appeal of Brussels and is currently pending with this Court which will need to make a new decision on the matter within the boundaries of the annulment by the Belgian Supreme Court. It is likely that it will take the Court of Appeal of Brussels several years to decide on the matter.

No assurance can be given as to the outcome of these or other proceedings. However, an unfavorable outcome of existing or future proceedings could potentially lead to the annulment of the 2008 PICs Agreement. We do not expect the ultimate resolution of this matter to have a material impact on our results of operations, cash flows or financial position. i No amounts have been accrued by us with respect to this matter as the likelihood of loss is not considered to be probable.

Telekom Deutschland Litigation. On December 28, 2012, Unitymedia filed a lawsuit against Telekom Deutschland GmbH (Telekom Deutschland) in which Unitymedia asserted that it pays excessive prices for the co-use of Telekom Deutschland’s cable ducts in Unitymedia’s footprint. The Federal Network Agency approved rates for the co-use of certain ducts of Telekom Deutschland in March 2011. Based in part on these approved rates, Unitymedia sought a reduction of the annual lease fees by approximately five-sixths. In addition, Unitymedia sought the return of similarly calculated overpayments from 2009 through the ultimate settlement date, plus accrued interest. In October 2016, the first instance court dismissed this action, and in March 2018, the court of appeal dismissed Unitymedia’s appeal of the first instance court’s decision and did not grant permission to appeal further to the Federal Court of Justice. Unitymedia has filed a motion with the Federal Court of Justice to grant permission to appeal. The resolution of this matter may take several years and no assurance can be given that Unitymedia’s claims will be successful. In connection with our sale of the Vodafone Disposal Group in 2019, we will only share in i 50% of any amounts recovered, plus i 50% of the net present value of certain cost savings in future periods that are attributable to the favorable resolution of this matter, less i 50% of associated legal or other third-party fees paid post-completion of the sale of the Vodafone Disposal Group. Any amount we may recover related to this matter will not be reflected in our consolidated financial statements until such time as the final disposition of this matter has been reached.

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LIBERTY GLOBAL PLC

Notes to Consolidated Financial Statements — (Continued)

Belgium Regulatory Developments. In June 2018, the Belgisch Instituut voor Post en Telecommunicatie and the regional regulators for the media sectors (together, the Belgium Regulatory Authorities) adopted a new decision finding that Telenet has significant market power in the wholesale broadband market (the 2018 Decision). The 2018 Decision imposes on Telenet the obligations to (i) provide third-party operators with access to the digital television platform (including basic digital video and analog video) and (ii) make available to third-party operators a bitstream offer of broadband internet access (including fixed-line telephony as an option). Unlike prior decisions, the 2018 Decision no longer applies “retail minus” pricing on Telenet; however, as of August 1, 2018, this decision imposed a i 17% interim price reduction in monthly wholesale cable access prices. On July 5, 2019, the Belgium Regulatory Authorities published for consultation a draft decision regarding “reasonable access tariffs” that would replace the interim prices. On May 26, 2020, the Belgium Regulatory Authorities adopted a final decision regarding the “reasonable access tariffs” (the 2020 Decision) that represents, for example, a decrease of i 11.5% as compared to the interim rates for a 100 Mbps offer combined with TV. These rates are expected to evolve over time due to, among other reasons, broadband capacity usage. The 2020 Decision became effective on July 1, 2020.

The 2020 Decision aims to, and in its application may, strengthen Telenet’s competitors by granting them resale access to Telenet’s network to offer competing products and services notwithstanding Telenet’s substantial historical financial outlays in developing the infrastructure. In addition, any resale access granted to competitors could (i) limit the bandwidth available to Telenet to provide new or expanded products and services to the customers served by its network and (ii) adversely impact Telenet’s ability to maintain or increase its revenue and cash flows. The extent of any such adverse impacts ultimately will be dependent on the extent that competitors take advantage of the resale access afforded to Telenet’s network, the rates that Telenet receives for such access and other competitive factors or market developments. Telenet considers the 2018 Decision to be inconsistent with the principle of technology-neutral regulation and the European Single Market Strategy to stimulate further investments in broadband networks. Telenet challenged the 2018 Decision in the Court of Appeal of Brussels and also initiated an action in the European Court of Justice against the European Commission’s decision not to challenge the 2018 Decision. The proceedings before the European Court of Justice have been withdrawn by Telenet in order to avoid undue delays in the Court of Appeal case. In a decision issued on September 4, 2019, the Court of Appeal of Brussels upheld the 2018 Decision.

UPC Austria Matter. On July 31 2018, we completed the sale of our Austrian operations, “UPC Austria,” to Deutsche Telekom AG (Deutsche Telekom). In October 2019, we received notification under the terms of the relevant acquisition agreements from Deutsche Telekom and its subsidiary, T-Mobile Austria Holding GmbH, (together, the UPC Austria Sale Counterparties), asserting claims of € i 70.5 million ($ i 80.3 million). The value of the amounts claimed by the UPC Austria Sale Counterparties has since increased to € i 106.2 million ($ i 120.9 million), plus interest. No amounts have been accrued by our company with respect to this matter as the likelihood of loss is not considered to be probable at this stage. We are unable to provide any meaningful estimate of a possible range of loss because, among other reasons, (i) we believe the assertions are unsupported and/or exaggerated and (ii) there are significant factual matters to be resolved. We intend to vigorously defend this matter.

Other Contingency Matters. In connection with the dispositions of certain of our operations, we provided tax indemnities to the counterparties for certain tax liabilities that could arise from the period we owned the respective operations, subject to certain thresholds. While we have not received notification from the counterparties for indemnification, it is reasonably possible that we could, and the amounts involved could be significant. No amounts have been accrued by our company as the likelihood of any loss is not considered to be probable. Further, Liberty Global may be entitled to certain amounts that our disposed operations may recover from taxing authorities. Any such amounts will not be reflected in our consolidated financial statements until such time as the final disposition of such matters has been reached.

Other Regulatory Matters. Video distribution, broadband internet, fixed-line telephony, mobile and content businesses are regulated in each of the countries in which we or our affiliates operate. The scope of regulation varies from country to country, although in some significant respects regulation in European markets is harmonized under the regulatory structure of the European Union (E.U.). Adverse regulatory developments could subject our businesses to a number of risks. Regulation, including conditions imposed on us by competition or other authorities as a requirement to close acquisitions or dispositions, could limit growth, revenue and the number and types of services offered and could lead to increased operating costs and property and equipment additions. Regulation may also restrict our operations and subject them to further competitive pressure, including pricing restrictions, interconnect and other access obligations and restrictions or controls on content, including content provided by third parties. Failure to comply with current or future regulation could expose our businesses to various penalties.

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LIBERTY GLOBAL PLC

Notes to Consolidated Financial Statements — (Continued)

In addition to the foregoing items, we have contingent liabilities related to matters arising in the ordinary course of business, including (i) legal proceedings, (ii) issues involving VAT and wage, property, withholding and other tax issues and (iii) disputes over interconnection, programming, copyright and channel carriage fees. While we generally expect that the amounts required to satisfy these contingencies will not materially differ from any estimated amounts we have accrued, no assurance can be given that the resolution of one or more of these contingencies will not result in a material impact on our results of operations, cash flows or financial position in any given period. Due, in general, to the complexity of the issues involved and, in certain cases, the lack of a clear basis for predicting outcomes, we cannot provide a meaningful range of potential losses or cash outflows that might result from any unfavorable outcomes.

(19) i Segment Reporting

We generally identify our reportable segments as (i) those consolidated subsidiaries that represent 10% or more of our revenue, Adjusted EBITDA (as defined below) or total assets or (ii) those equity method affiliates where our investment or share of revenue or Adjusted EBITDA represents 10% or more of our total assets, revenue or Adjusted EBITDA, respectively. In certain cases, we may elect to include an operating segment in our segment disclosure that does not meet the above-described criteria for a reportable segment. We evaluate performance and make decisions about allocating resources to our operating segments based on financial measures such as revenue and Adjusted EBITDA. In addition, we review non-financial measures such as customer growth, as appropriate.

Adjusted EBITDA is the primary measure used by our chief operating decision maker to evaluate segment operating performance and is also a key factor that is used by our internal decision makers to (i) determine how to allocate resources to segments and (ii) evaluate the effectiveness of our management for purposes of annual and other incentive compensation plans. As we use the term, “Adjusted EBITDA” is defined as earnings (loss) from continuing operations before net income tax benefit (expense), other non-operating income or expenses, net share of results of affiliates, net gains (losses) on extinguishment of debt, net realized and unrealized gains (losses) due to changes in fair values of certain investments and debt, net foreign currency gains (losses), net gains (losses) on derivative instruments, net interest expense, depreciation and amortization, share-based compensation, provisions and provision releases related to significant litigation and impairment, restructuring and other operating items. Other operating items include (a) gains and losses on the disposition of long-lived assets, (b) third-party costs directly associated with successful and unsuccessful acquisitions and dispositions, including legal, advisory and due diligence fees, as applicable, and (c) other acquisition-related items, such as gains and losses on the settlement of contingent consideration. Our internal decision makers believe Adjusted EBITDA 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 (1) readily view operating trends, (2) perform analytical comparisons and benchmarking between segments and (3) identify strategies to improve operating performance in the different countries in which we operate. A reconciliation of earnings or loss from continuing operations to Adjusted EBITDA is presented below.

As of December 31, 2021, our reportable segments are as follows:

Consolidated:

•Switzerland

•Belgium

•Ireland

Nonconsolidated:

•VMO2 JV

•VodafoneZiggo JV

On September 22, 2021, we entered into an agreement to sell our operations in Poland (see note 6). Accordingly, segment information for all periods has been retrospectively revised to present our operating segment in Poland as a discontinued operation. Previously, our operations in Poland, together with our operations in Slovakia, were included in our former “Central and Eastern Europe” reportable segment. As a result of this change, our operations in Slovakia are now included in Central and Other (as defined below and previously referred to as “Central and Corporate”) for all periods presented.

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LIBERTY GLOBAL PLC

Notes to Consolidated Financial Statements — (Continued)

On June 1, 2021, we completed the U.K. JV Transaction, whereby we contributed the U.K. JV Entities to the VMO2 JV. Prior to the completion of the U.K. JV Transaction, we presented the U.K. JV Entities, together with our operations in Ireland, as a single reportable segment, “U.K./Ireland”. In connection with the completion of the U.K. JV Transaction, we have restated our segment presentation for all periods to separately present (i) the U.K. JV Entities and (ii) Ireland. In addition, certain other less significant entities previously included in the U.K./Ireland segment are now included within Central and Other (as defined below). Following the closing of the U.K. JV Transaction, we have identified the VMO2 JV as a nonconsolidated reportable segment. For additional information regarding the U.K. JV Transaction, see note 6.

All of our reportable segments derive their revenue primarily from residential and B2B communications services, including broadband internet, video, fixed-line telephony and mobile services.

Our “Central and Other” category primarily includes (i) our operations in Slovakia, (ii) services provided to the VMO2 JV, the VodafoneZiggo JV and various third parties related to transitional service agreements, (iii) sales of customer premises equipment to the VodafoneZiggo JV and (iv) certain centralized functions, including billing systems, network operations, technology, marketing, facilities, finance and other administrative functions.

We present only the reportable segments of our continuing operations in the tables below.

Performance Measures of Our Reportable Segments

The amounts presented below represent i 100% of each of our reportable segment’s revenue and Adjusted EBITDA. As we have the ability to control Telenet, we consolidate i 100% of Telenet’s revenue and expenses in our consolidated statements of operations despite the fact that third parties own a significant interest. i The noncontrolling owners’ interests in the operating results of Telenet and other less significant majority-owned subsidiaries are reflected in net earnings or loss attributable to noncontrolling interests in our consolidated statements of operations. Similarly, despite only holding a i 50% noncontrolling interest in both the VMO2 JV and the VodafoneZiggo JV, we present i 100% of the revenue and Adjusted EBITDA of those entities in the tables below. Our share of the operating results of the VMO2 JV and the VodafoneZiggo JV are included in share of results of affiliates, net, in our consolidated statements of operations. /

Year ended December 31,

2021

2020

2019

Revenue

Adjusted EBITDA

Revenue

Adjusted EBITDA

Revenue

Adjusted EBITDA

in millions

Switzerland

i 3,321.9

i 1,208.7

i 1,573.8

i 693.8

i 1,258.8

i 627.9

Belgium

i 3,065.9

i 1,481.8

i 2,940.9

i 1,413.4

i 2,893.0

i 1,386.1

U.K. (a)

i 2,736.4

i 1,085.3

i 6,076.9

i 2,453.5

i 6,086.3

i 2,608.4

Ireland

i 550.0

i 218.6

i 513.7

i 202.0

i 516.2

i 192.2

Central and Other

i 648.7

( i 33.1)

i 461.9

( i 61.4)

i 366.1

( i 149.0)

Intersegment eliminations (b)

( i 11.6)

i 1.8

( i 21.8)

i 2.2

( i 4.6)

i 1.8

Total

i 10,311.3

i 3,963.1

i 11,545.4

i 4,703.5

i 11,115.8

i 4,667.4

VMO2 JV (c)

i 8,522.9

i 2,716.6

i —

VodafoneZiggo JV

i 4,824.2

i 2,265.6

i 4,565.4

i 2,142.0

i 4,407.8

i 1,987.7

_______________

(a)Amounts represent the revenue and Adjusted EBITDA of the U.K. JV Entities through the June 1, 2021 closing of the U.K. JV Transaction.

(b)Amounts relate to transactions between our continuing and discontinued operations.

(c)The 2021 amounts represent the revenue and Adjusted EBITDA of the VMO2 JV for the period beginning June 1, 2021.

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LIBERTY GLOBAL PLC

Notes to Consolidated Financial Statements — (Continued)

The following table provides a reconciliation of earnings (loss) from continuing operations to Adjusted EBITDA:

Year ended December 31,

2021

2020

2019

in millions

Earnings (loss) from continuing operations

i 13,527.5

( i 1,525.1)

( i 1,475.9)

Income tax expense (benefit)

i 473.3

( i 275.9)

i 234.0

Other income, net

( i 44.9)

( i 76.2)

( i 114.4)

Gain on Atlas Edge JV Transactions

( i 227.5)

i —

Gain on U.K. JV Transaction

( i 10,873.8)

i —

Share of results of affiliates, net

i 175.4

i 245.3

i 198.5

Losses on debt extinguishment, net

i 90.6

i 233.2

i 216.7

Realized and unrealized gains due to changes in fair values of certain investments and debt, net

( i 735.0)

( i 45.2)

( i 72.0)

Foreign currency transaction losses (gains), net

( i 1,324.5)

i 1,409.3

i 95.6

Realized and unrealized losses (gains) on derivative instruments, net

( i 622.9)

i 878.7

i 193.2

Interest expense

i 882.1

i 1,186.8

i 1,384.2

Operating income

i 1,320.3

i 2,030.9

i 659.9

Impairment, restructuring and other operating items, net

( i 19.0)

i 97.4

i 155.4

Depreciation and amortization

i 2,353.7

i 2,227.2

i 3,546.3

Share-based compensation expense

i 308.1

i 348.0

i 305.8

Adjusted EBITDA

i 3,963.1

i 4,703.5

i 4,667.4

Balance Sheet Data of our Reportable Segments

Selected balance sheet data of our reportable segments is set forth below:

Long-lived assets

Total assets

December 31,

2021

2020

2021

2020

in millions

Switzerland

i 11,533.8

i 12,258.8

i 13,812.9

i 14,659.9

Belgium

i 5,652.3

i 6,221.7

i 6,885.7

i 7,571.1

U.K.

i —

i 20,673.2

Ireland

i 775.3

i 817.3

i 894.8

i 970.6

Central and Other

i 889.1

i 1,177.4

i 25,323.6

i 15,217.9

Total

i 18,850.5

i 20,475.2

i 46,917.0

i 59,092.7

VMO2 JV

i 51,639.5

i —

i 60,181.8

i —

VodafoneZiggo JV

i 19,651.2

i 21,808.3

i 21,288.5

i 23,630.8

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LIBERTY GLOBAL PLC

Notes to Consolidated Financial Statements — (Continued)

Property and Equipment Additions of our Reportable Segments

The property and equipment additions of our reportable segments (including capital additions financed under capital-related vendor financing or finance lease arrangements) are presented below and reconciled to the capital expenditure amounts included in our consolidated statements of cash flows. For additional information concerning capital additions financed under vendor financing and finance lease arrangements, see notes 10 and 12, respectively.

Year ended December 31,

2021

2020

2019

in millions

Switzerland

i 609.9

i 302.8

i 277.9

Belgium

i 573.5

i 513.6

i 537.2

U.K. (a)

i 557.4

i 1,347.2

i 1,493.0

Ireland

i 94.4

i 85.6

i 85.0

Central and Other (b)

i 334.3

i 354.4

i 392.3

Total property and equipment additions

i 2,169.5

i 2,603.6

i 2,785.4

Assets acquired under capital-related vendor financing arrangements

( i 661.1)

( i 1,339.6)

( i 1,710.7)

Assets acquired under finance leases

( i 42.6)

( i 48.7)

( i 66.4)

Changes in current liabilities related to capital expenditures

( i 57.8)

i 77.5

i 159.9

Total capital expenditures, net

i 1,408.0

i 1,292.8

i 1,168.2

Property and equipment additions:

VMO2 JV (c)

i 1,706.4

i —

VodafoneZiggo JV

i 990.5

i 918.7

i 887.9

_______________

(a)Represents the property and equipment additions of the U.K. JV Entities through the June 1, 2021 closing of the U.K. JV Transaction.

(b)Includes (i) property and equipment additions representing centrally-owned assets that benefit our operating segments, (ii) the net impact of certain centrally-procured network equipment that is ultimately transferred to our operating segments and (iii) property and equipment additions of our operations in Slovakia.

(c)The 2021 amount represents the property and equipment additions of the VMO2 JV for the period beginning June 1, 2021.

II-122

LIBERTY GLOBAL PLC

Notes to Consolidated Financial Statements — (Continued)

Revenue by Major Category

Our revenue by major category for our consolidated reportable segments is set forth below:

Year ended December 31,

2021

2020

2019

in millions

Residential revenue:

Residential fixed revenue (a):

Subscription revenue (b):

Broadband internet

i 2,371.7

i 3,181.9

i 3,098.2

Video

i 1,831.8

i 2,446.2

i 2,460.3

Fixed-line telephony

i 841.1

i 1,328.2

i 1,396.6

Total subscription revenue

i 5,044.6

i 6,956.3

i 6,955.1

Non-subscription revenue

i 161.2

i 217.3

i 194.5

Total residential fixed revenue

i 5,205.8

i 7,173.6

i 7,149.6

Residential mobile revenue (c):

Subscription revenue (b)

i 1,630.7

i 1,090.3

i 931.9

Non-subscription revenue

i 760.8

i 691.5

i 688.1

Total residential mobile revenue

i 2,391.5

i 1,781.8

i 1,620.0

Total residential revenue

i 7,597.3

i 8,955.4

i 8,769.6

B2B revenue (d):

Subscription revenue

i 619.0

i 563.9

i 476.7

Non-subscription revenue

i 1,243.8

i 1,431.5

i 1,384.8

Total B2B revenue

i 1,862.8

i 1,995.4

i 1,861.5

Other revenue (e)

i 851.2

i 594.6

i 484.7

Total

i 10,311.3

i 11,545.4

i 11,115.8

_______________

(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.

(d) B2B subscription revenue represents revenue from (i) services provided to certain small or home office (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, on a wholesale basis, to other operators and (b) revenue from long-term leases of portions of our network.

II-123

LIBERTY GLOBAL PLC

Notes to Consolidated Financial Statements — (Continued)

(e) Other revenue includes, among other items, (i) revenue earned from the VMO2 JV Services, the NL JV Services and the sale of customer premises equipment to the VodafoneZiggo JV, (ii) broadcasting revenue in Belgium and Ireland and (iii) revenue earned from transitional and other services provided to various third parties.

Geographic Segments

The revenue of our geographic segments is set forth below:

Year ended December 31,

2021

2020

2019

in millions

Switzerland

i 3,321.9

i 1,573.8

i 1,258.8

Belgium

i 3,065.9

i 2,940.9

i 2,893.0

U.K. (a)

i 2,736.4

i 6,076.9

i 6,086.3

Ireland

i 550.0

i 513.7

i 516.2

Slovakia

i 52.3

i 50.7

i 49.7

Other, including intersegment eliminations (b)

i 584.8

i 389.4

i 311.8

Total

i 10,311.3

i 11,545.4

i 11,115.8

VMO2 JV (U.K.) (c)

i 8,522.9

i —

VodafoneZiggo JV (the Netherlands)

i 4,824.2

i 4,565.4

i 4,407.8

_______________

(a) Represents the revenue of the U.K. JV Entities through the June 1, 2021 closing of the U.K. JV Transaction.

(b) Primarily relates to revenue associated with our Central functions, most of which is located in the Netherlands and the U.K.

The long-lived assets of our geographic segments are set forth below:


	December 31,
	2021		2020
	in millions

Switzerland	$	i 11,533.8	$	i 12,258.8
Belgium	i 5,652.3		i 6,221.7

Ireland	i 775.3		i 817.3
Slovakia	i 123.5		i 135.5
Other (a)	i 765.6		i 1,041.9
Total	$	i 18,850.5	$	i 20,475.2

VMO2 JV (U.K.)	$	i 51,639.5	$	i —
VodafoneZiggo JV (the Netherlands)	$	i 19,651.2	$	i 21,808.3

_______________

(a) Primarily relates to certain long-lived assets associated with our Central functions located in the Netherlands, the U.K. and the U.S.

II-124

LIBERTY GLOBAL PLC

Notes to Consolidated Financial Statements — (Continued)

(20) i Quarterly Financial Information (Unaudited)

2021

1st quarter

2nd quarter

3rd quarter

4th quarter

in millions, except per share amounts

Revenue:

As previously reported

i 3,615.3

i 3,105.5

i 1,901.4

i 1,920.8

Effect of discontinued operations (note 6)

( i 115.4)

( i 116.3)

i —

As adjusted

i 3,499.9

i 2,989.2

i 1,901.4

i 1,920.8

Operating income:

As previously reported

i 625.3

i 565.5

i 101.0

i 80.9

Effect of discontinued operations (note 6)

( i 24.1)

( i 28.3)

i —

As adjusted

i 601.2

i 537.2

i 101.0

i 80.9

Earnings from continuing operations:

As previously reported

i 1,440.3

i 11,174.5

i 315.6

i 638.3

Effect of discontinued operations (note 6)

( i 17.6)

( i 23.6)

i —

As adjusted

i 1,422.7

i 11,150.9

i 315.6

i 638.3

Earnings from continuing operations attributable to Liberty Global shareholders:

As previously reported

i 1,385.4

i 11,128.2

i 274.0

i 597.8

Effect of discontinued operations (note 6)

( i 17.6)

( i 23.6)

i —

As adjusted

i 1,367.8

i 11,104.6

i 274.0

i 597.8

Net earnings

i 1,440.3

i 11,174.5

i 318.7

i 676.6

Net earnings attributable to Liberty Global shareholders

i 1,385.4

i 11,128.2

i 277.1

i 636.1

Basic earnings attributable to Liberty Global shareholders per share (note 3):

Continuing operations

i 2.38

i 19.94

i 0.49

i 1.11

Discontinued operations

i 0.03

i 0.04

i 0.01

i 0.07

i 2.41

i 19.98

i 0.50

i 1.18

Diluted earnings attributable to Liberty Global shareholders per share (note 3):

Continuing operations

i 2.34

i 19.51

i 0.48

i 1.08

Discontinued operations

i 0.03

i 0.04

i 0.01

i 0.07

i 2.37

i 19.55

i 0.49

i 1.15

II-125

LIBERTY GLOBAL PLC

Notes to Consolidated Financial Statements — (Continued)

2020

1st quarter

2nd quarter

3rd quarter

4th quarter

in millions, except per share amounts

Revenue:

As previously reported

i 2,875.8

i 2,722.9

i 2,954.5

i 3,426.9

Effect of discontinued operations (note 6)

( i 106.7)

( i 103.7)

( i 109.1)

( i 115.2)

As adjusted

i 2,769.1

i 2,619.2

i 2,845.4

i 3,311.7

Operating income:

As previously reported

i 280.6

i 526.8

i 662.1

i 648.2

Effect of discontinued operations (note 6)

( i 22.6)

( i 22.5)

( i 18.3)

( i 23.4)

As adjusted

i 258.0

i 504.3

i 643.8

i 624.8

Earnings (loss) from continuing operations:

As previously reported

i 1,017.7

( i 503.8)

( i 973.6)

( i 1,007.0)

Effect of discontinued operations (note 6)

( i 10.8)

( i 19.7)

( i 12.0)

( i 15.9)

As adjusted

i 1,006.9

( i 523.5)

( i 985.6)

( i 1,022.9)

Earnings (loss) from continuing operations attributable to Liberty Global shareholders:

As previously reported

i 949.8

( i 524.2)

( i 1,023.1)

( i 1,030.5)

Effect of discontinued operations (note 6)

( i 10.8)

( i 19.7)

( i 12.0)

( i 15.9)

As adjusted

i 939.0

( i 543.9)

( i 1,035.1)

( i 1,046.4)

Net earnings (loss)

i 1,017.7

( i 503.8)

( i 973.6)

( i 1,007.0)

Net earnings (loss) attributable to Liberty Global shareholders

i 949.8

( i 524.2)

( i 1,023.1)

( i 1,030.5)

Basic earnings (loss) attributable to Liberty Global shareholders per share (note 3):

Continuing operations

i 1.49

( i 0.89)

( i 1.75)

( i 1.80)

Discontinued operations

i 0.02

i 0.03

i 0.02

i 0.03

i 1.51

( i 0.86)

( i 1.73)

( i 1.77)

Diluted earnings (loss) attributable to Liberty Global shareholders per share (note 3):

Continuing operations

i 1.48

( i 0.89)

( i 1.75)

( i 1.80)

Discontinued operations

i 0.02

i 0.03

i 0.02

i 0.03

i 1.50

( i 0.86)

( i 1.73)

( i 1.77)

II-126

PART III

The capitalized terms used in Part III of this Annual Report on Form 10-K are defined in the notes to our consolidated financial statements. In the following text, the terms, “we,” “our,” “our company” and “us” may refer, as the context requires, to Liberty Global or collectively to Liberty Global and its subsidiaries.

Except as indicated below, the following required information is incorporated by reference to our definitive proxy statement for our 2022 Annual Meeting of Shareholders, which we intend to hold during the second quarter of 2022.


Item 10.			DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Item 11.			EXECUTIVE COMPENSATION

Item 12.			SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

			The information required by Item 201(d) of Regulation S-K is included below and accordingly will not be incorporated by reference to our definitive proxy statement.

Item 13.			CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Item 14.			PRINCIPAL ACCOUNTANT FEES AND SERVICES

			Our independent registered public accounting firm is KPMG LLP, Denver, CO Auditor Firm ID: i 185

We intend to file our definitive proxy statement for our 2022 Annual Meeting of Shareholders with the Securities and Exchange Commission on or before May 2, 2022.

III-1

Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS

Securities Authorized for Issuance Under Equity Compensation Plans

The following table sets forth information as of December 31, 2021 with respect to our ordinary shares that are authorized for issuance under our equity compensation plans.

Equity Compensation Plan Information


Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights (1)(2)	Weighted average exercise price of outstanding options, warrants and rights (1)(2)		Number of securities available for future issuance under equity compensation plans (excluding securities reflected in the first column)

Equity compensation plans approved by security holders:
Liberty Global 2014 Incentive Plan (3):
Total ordinary shares available for issuance				49,290,093
Liberty Global Class A ordinary shares	23,434,839	$	27.08
Liberty Global Class C ordinary shares	52,078,380	$	26.24
Liberty Global 2014 Nonemployee Director Incentive Plan (4):
Total ordinary shares available for issuance				7,678,752
Liberty Global Class A ordinary shares	525,142	$	30.73
Liberty Global Class C ordinary shares	2,045,716	$	25.80
Liberty Global 2005 Incentive Plan (5):
Liberty Global Class A ordinary shares	2,659,898	$	28.15
Liberty Global Class C ordinary shares	7,858,498	$	26.72
Liberty Global 2005 Director Incentive Plan (5):
Liberty Global Class A ordinary shares	55,376	$	27.10
Liberty Global Class C ordinary shares	173,258	$	25.61
VM Incentive Plan (5):
Liberty Global Class A ordinary shares	25,914	$	24.49
Liberty Global Class C ordinary shares	879,039	$	24.29
Equity compensation plans not approved by security holders:
None	—			—
Totals:
Total ordinary shares available for issuance				56,968,845
Liberty Global Class A ordinary shares	26,701,169
Liberty Global Class C ordinary shares	63,034,891

_______________

(1)This table includes (i) SARs and PSARs with respect to 22,650,134 and 3,455,102 Liberty Global Class A shares, respectively, and 53,058,054 and 6,910,208 Liberty Global Class C ordinary shares, respectively. Upon exercise, the appreciation of a SAR, which is the difference between the base price of the SAR and the then-market value of the respective underlying class of ordinary shares or in certain cases, if lower, a specified price, may be paid in shares of the applicable class of ordinary shares. Based upon the respective market prices of Liberty Global Class A and Class C ordinary shares at December 31, 2021 and excluding any related tax effects, 2,311,162 and 6,102,902 Liberty Global Class A and Liberty Global Class C ordinary shares, respectively, would have been issued if all outstanding and in-the-money SARs had been exercised on December 31, 2021. For further information, see note 15 to our consolidated financial statements.

III-2

(2)In addition to the option, SAR and PSAR information included in this table, there are outstanding RSU and PSU awards under the various incentive plans with respect to an aggregate of 3,646,444 and 7,292,052, Liberty Global Class A and Liberty Global Class C ordinary shares, respectively.

(3)The Liberty Global 2014 Incentive Plan permits grants of, or with respect to, Liberty Global Class A, Class B, or Class C ordinary shares subject to a single aggregate limit of 155 million shares (of which no more than 50.25 million shares may consist of Class B shares), subject to anti-dilution adjustments. As of December 31, 2021, an aggregate of 49,290,093 ordinary shares were available for issuance pursuant to the incentive plan. For further information, see note 15 to our consolidated financial statements.

(4)The Liberty Global 2014 Nonemployee Director Incentive Plan permits grants of, or with respect to, Liberty Global Class A, Class B, or Class C ordinary shares subject to a single aggregate limit of 10.5 million shares, subject to anti-dilution adjustments. As of December 31, 2021, an aggregate of 7,678,752 ordinary shares were available for issuance pursuant to the Liberty Global 2014 Nonemployee Director Incentive Plan. For further information, see note 15 to our consolidated financial statements.

(5)On January 30, 2014, our shareholders approved the Liberty Global 2014 Incentive Plan and the Liberty Global 2014 Nonemployee Director Incentive Plan and, accordingly, no further awards will be granted under the Liberty Global 2005 Incentive Plan, the Liberty Global 2005 Director Incentive Plan or the VM Incentive Plan.

III-3

PART IV

Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

(a) (1) FINANCIAL STATEMENTS

The financial statements required under this Item begin on page II-43 of this Annual Report on Form 10-K.

(a) (2) FINANCIAL STATEMENT SCHEDULES

The financial statement schedules required under this Item are as follows:


Schedule I - Condensed Financial Information of Registrant (Parent Company Information):
Liberty Global plc Condensed Balance Sheets as of December 31, 2021 and 2020 (Parent Company Only)			IV-9
Liberty Global plc Condensed Statements of Operations for the years ended December 31, 2021, 2020 and 2019 (Parent Company Only)			IV-10
Liberty Global plc Condensed Statements of Cash Flows for the years ended December 31, 2021, 2020 and 2019 (Parent Company Only)			IV-11
Schedule II - Valuation and Qualifying Accounts			IV-12

(a) (3) EXHIBITS

Listed below are the exhibits filed as part of this Annual Report on Form 10-K (according to the number assigned to them in Item 601 of Regulation S-K):


2 -- Plan of Acquisition, Reorganization, Arrangement, Liquidation or Succession:
2.1			Amended Sale and Purchase Agreement, dated as of May 9, 2018, as amended, by and among Liberty Global plc and Vodafone Group plc and certain of their respective subsidiaries (incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed August 5, 2019 (File No. 001-35961)).***
2.2			Contribution Agreement, dated May 7, 2020, by and among Liberty Global plc, Liberty Global Europe 2 Limited, Liberty Global Holdco Limited, Telefónica, S.A., and Telefonica O2 Holdings Limited (incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed May 13, 2020 (File No. 001-35961)).***
2.3			Transaction Agreement, dated as of August 12, 2 020 between Liberty Global plc and Sunrise Communications Group AG (incorporated by reference to Exhibit 2.1 to the Registrant ’s Quarterly Report on Form 10-Q filed November 4, 2020 (F ile No. 001-35961)).
2.4			S a le and Purchase Agreement, d ated as of September 22, 2021, by and among Liberty Global plc , UPC Poland Holding B.V., P4 sp.z o .o. and Iliad S.A. (incorporated by reference to Exhibit 2.1 to the Registrant ’s Current Report on Form 8-K filed September 2 3, 2 02 1 (Fi le No. 001-35961)).***
3 -- Articles of Incorporation and Bylaws:
3.1			Articles of Association of Liberty Global plc, effective as of July 1, 2015 (incorporated by reference to Exhibit 3.1 to the Registrant’s Registration Statement on Form 8-A filed June 19, 2015 (File No. 001-35961)).
4 -- Instruments Defining the Rights of Securities Holders, including Indentures:
4.1			Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 (incorporated by reference to Exhibit 4.1 to the Registrant’s Annual Report on Form 10-K filed February 13, 2020 (File No. 001-35961)).
4.2			Amended Credit Agreement to Senior Secured Credit Facility Agreement originally dated January 16, 2004, dated November 29, 2017, among UPC Broadband Holding B.V. (UPC Broadband Holding) as Borrower, The Bank of Nova Scotia, as Facility Agent, the Guarantors listed therein, the Security Agent and the bank and financial institutions acceding thereto from time to time (the UPC Broadband Holding Bank Facility) (incorporated by reference to Schedule 2 of Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed December 5, 2017 (File No. 001-35961)(the December 2017 8-K)).
4.3			Supplemental Deed dated November 29, 2017, between UPC Broadband Holding, as Obligor, and the Bank of Nova Scotia, as Facility Agent and Security Agent, which is supplemental to and amends the UPC Broadband Holding Bank Facility (incorporated by reference to Exhibit 4.1 to the December 2017 8-K).

IV-1


4.4			Indenture dated April 15, 2015, among UPCB Finance IV Limited, The Bank of New York Mellon, London Branch as Trustee, Principal Paying Agent, Transfer Agent and Security Agent, The Bank of New York Mellon as New York Paying Agent, New York Transfer Agent and Dollar Notes Registrar and The Bank of New York Mellon (Luxembourg) S.A. as Euro Notes Registrar and Transfer Agent (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K/A filed April 21, 2015 (File No. 001-35961) (the April 2015 8-K/A)).
4.5			Additional Facility AK Accession Agreement, dated April 15, 2015, among UPC Financing Partnership (UPC Financing) as Borrower, The Bank of Nova Scotia as Facility Agent and Security Agent, UPC Broadband Holding and UPCB Finance IV Limited as Additional Facility AK Lender, under the UPC Broadband Holding Bank Facility (incorporated by reference to Exhibit 4.2 to the April 2015 8-K/A).
4.6			Additional Facility AL Accession Agreement, dated April 15, 2015, among UPC Financing as Borrower, The Bank of Nova Scotia as Facility Agent and Security Agent, UPC Broadband Holding and UPCB Finance IV Limited as Additional Facility AL Lender, under the UPC Broadband Holding Bank Facility (incorporated by reference to Exhibit 4.3 to the April 2015 8-K/A).
4.7			Additional Facility AL2 Accession Agreement, dated May 20, 2015, among UPC Financing as Borrower, The Bank of New York Nova Scotia as Facility Agent and Security Agent, UPC Broadband Holding and UPCB Finance IV Limited as Additional Facility AL2 Lender, under the UPC Broadband Holding Bank Facility (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K/A filed May 21, 2015 (File No. 001-35961)).
4.8			Additional Facility AM Accession Agreement, dated August 3, 2015, among UPC Financing as Borrower, The Bank of Nova Scotia as Facility Agent and Security Agent and the financial institutions listed therein as Additional Facility AM Lenders, under the UPC Broadband Holding Bank Facility (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed August 6, 2015 (File No. 001-35961)).
4.9			Additional Facility AQ Accession Agreement dated June 21, 2017 and entered into between, among others, UPC Financing and UPC Broadband Holding as borrowers and The Bank of Nova Scotia as Facility Agent and Security Agent and the financial institutions listed therein as Additional Facility AQ Lenders under the UPC Broadband Holding Bank Facility (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed June 27, 2017 (File No. 001-35961)).
4.10			Additional Facility AT Accession Agreement dated January 31, 2020 and entered into between, among others, UPC Financing Partnership as the Borrower and The Bank of Nova Scotia as the Facility Agent (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed February 6, 2020 (File No. 001-35961) (the February 6, 2020 8-K).
4.11			Additional Facility AU Accession Agreement dated January 31, 2020 and entered into between, among others, UPC Broadband Holding B.V. as the Borrower and The Bank of Nova Scotia as the Facility Agent (incorporated by reference to Exhibit 4.2 to the February 6, 2020 8-K).
4.12			Additional Facility AV Accession Agreement dated August 20, 2020 and entered into between, among others, UPC Financing Partnership as the Borrower and The Bank of Nova Scotia as the Facility Agent (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed August 26, 2020 (File No. 001-35961) (the August 26, 2020 8-K)).
4.13			Additional Facility AW Accession Agreement dated August 20, 2020 and entered into between, among others, UPC Broadband Holding B.V. as the Borrower and The Bank of Nova Scotia as the Facility Agent (incorporated by reference to Exhibit 4.2 to the August 26, 2020 8-K).
4.14			Additional Facility AN Accession Agreement dated May 24, 2018 and entered into between, among others, Telenet Financing USD LLC as the Borrower, Telenet BVBA as a Guarantor and The Bank of Nova Scotia as the Facility Agent (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed May 31, 2018 (File No. 001-35961)(the May 2018 8-K)).
4.15			Additional Facility AR Accession Agreement dated January 24, 2020 and entered into between, among others, Telenet Financing USD LLC as the Borrower, Telenet BVBA as a Guarantor and The Bank of Nova Scotia as the Facility Agent (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed January 30, 2020 (File No. 001-35961) (the January 30, 2020 8-K)).
4.16			Additional Facility AQ Accession Agreement dated January 24, 2020 and entered into between, among others, Telenet International Finance S.à r.l. as the Borrower, Telenet BVBA as a Guarantor and The Bank of Nova Scotia as the Facility Agent (incorporated by reference to Exhibit 4.2 to the January 30, 2020 8-K).
4.17			Additional Facility AP Accession Agreement dated May 24, 2019 and entered into between, among others, Telenet International Finance S.à.r.l. as the Borrower, the Guarantors listed therein and The Bank of Nova Scotia as the Facility Agent (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed May 30, 3019 (File No. 001-35961)).
4.18			Indenture dated December 13, 2017 between Telenet Finance Luxembourg Notes S.a.r.l., The Bank of New York Mellon, London Branch, as Trustee and Security Trustee and The Bank of New York Mellon SA/NV, Luxembourg Branch, as Transfer Agent and Registrar (incorporated by reference to Exhibit 4.4 to the Registrant’s Current Report on Form 8-K filed December 18, 2017 (File No. 000.35961)(the December 2017 8-K/A)).

IV-2


4.19			Additional Facility AJ Accession Agreement dated December 13, 2017 and entered into between, among others, Telenet International Finance S.a.r.l. as the Borrower, Telenet Financing USD LLC as a Guarantor, The Bank of Nova Scotia as Facility Agent and KBC Bank NV as Security Agent (incorporated by reference to Exhibit 4.5 to the December 2017 8-K/A).
4.20			Additional Facility AK Accession Agreement dated December 13, 2017 and entered into between, among others, Telenet International Finance S.a.r.l. as the Borrower, Telenet Financing USD LLC as a Guarantor, The Bank of Nova Scotia as Facility Agent and KBC Bank NV as Security Agent (incorporated by reference to Exhibit 4.6 to the December 2017 8-K/A).
4.21			Telenet Supplemental Agreement (Credit Agreement) dated November 16, 2018 between among others, Telenet BVBA as the company, The Bank of Nova Scotia as facility agent and KBC Bank NV as security agent (incorporated by reference to Exhibit 4.1 to the November 2018 8-K ).
4.22			Indenture dated March 28, 2014 between Virgin Media Secured Finance PLC, The Bank of New York Mellon, London Branch, as Trustee, Transfer Agent and Principal Paying Agent, The Bank of New York Mellon as Paying Agent, and The Bank of New York Mellon (Luxembourg) S.A., as Registrar (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K/A filed April 3, 2014 (File No. 001-35961)).
4.23			Indenture dated January 28, 2015 between Virgin Media Finance PLC, The Bank of New York Mellon, London Branch, as Trustee and Principal Paying Agent, The Bank of Mellon as Paying Agent and Dollar Notes Transfer Agent and Registrar and The Bank of New York Mellon (Luxembourg) S.A., as Euro Notes Registrar and Transfer Agent (incorporated by reference to Exhibit 4.2 to the February 2015 8-K/A).
4.24			Additional L Facility Accession Deed dated November 10, 2017, between Virgin Media Investment Holdings Limited as the Company, Virgin Media SFA Finance Limited as the Borrower, The Bank of Nova Scotia as the Facility Agent and The Bank of Nova Scotia as Additional L Facility Lender under the VMF Senior Facilities Agreement (incorporated by reference to Exhibit 4.2 to the November 2017 8-K).
4.25			Additional M Facility Accession Deed dated November 10, 2017, between Virgin Media Investment Holdings Limited as the Company, Virgin Media SFA Finance Limited as the Borrower, The Bank of Nova Scotia as the Facility Agent and The Bank of Nova Scotia as Additional M Facility Lender under the VMF Senior Facilities Agreement (incorporated by reference to Exhibit 4.3 to the November 2017 8-K).
4.26			Additional N Facility Accession Deed dated October 4, 2019, between Virgin Media Investment Holdings Limited as the Company, Virgin Media Bristol LLC as the Borrower, The Bank of Nova Scotia as the Facility Agent and The Bank of Nova Scotia as Additional N Facility Lender (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed October 10, 2019 (File No. 001-35961) (the October 10, 2019 8-K)).
4.27			Additional O Facility Accession Deed dated October 4, 2019, between Virgin Media Investment Holdings Limited as the Company, Virgin Media SFA Finance Limited as the Facility O Borrower, The Bank of Nova Scotia as the Facility Agent and The Bank of Nova Scotia as Additional O Facility Lender (incorporated by reference to Exhibit 4.2 to the October 10, 2019 8-K).
4.28			Facility P Accession Deed dated December 7, 2020 and entered into between Virgin Media Investment Holdings Limited as the Company, VMED O2 UK Holdco 4 Limited as Borrower, The Bank of Nova Scotia as the Facility Agent and the Additional Facility P Lenders (as defined therein) (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed December 11, 2020 (File No. 001-35961)).
4.29			A dditional Facility Q Accession Deed dated September 11, 2020 and entered into between Virgin Media Investment Holdings Limited as the Company, Virgin Media Bristol LLC as Borrower, The Bank of Nova Scotia as the Facility Agent and the Additional Facility Q Lenders (as defined therein) (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed September 16, 2020 (the September 16, 2020 8-K)).
4.30			Additional Facility R Accession Deed dated September 11, 2020 and entered into between Virgin Media Investment Holdings Limited as the Company, VMED O2 UK Holdco 4 Limited as Borrower, The Bank of Nova Scotia as the Facility Agent and the Additional Facility R Lenders (as defined therein) (incorporated by reference to Exhibit 4.2 to the September 16, 2020 8-K ).
4.31			Additional Facility S Accession Deed dated September 24, 2020 and entered into between Virgin Media Investment Holdings Limited as the Company, VMED O2 UK Holdco 4 Limited as Borrower, The Bank of Nova Scotia as the Facility Agent and VMED O2 UK Financing I plc as the Additional Facility S Lender (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed September 30, 2020 (the September 30, 2020 8-K)).
4.32			Additional Facility T Accession Deed dated September 24, 2020 and entered into between Virgin Media Investment Holdings Limited as the Company, VMED O2 UK Holdco 4 Limited as Borrower, The Bank of Nova Scotia as the Facility Agent and VMED O2 UK Financing I plc as the Additional Facility T Lender (incorporated by reference to Exhibit 4.2 to the September 30, 2020 8-K).

IV-3


4.33			Additional Facility U Accession Deed dated September 24, 2020 and entered into between Virgin Media Investment Holdings Limited as the Company, VMED O2 UK Holdco 4 Limited as Borrower, The Bank of Nova Scotia as the Facility Agent and VMED O2 UK Financing I plc as the Additional Facility U Lender (incorporated by reference to Exhibit 4.3 to the September 30, 2020 8-K).
4.34			Additional Facility AV2 Accession Agreement dated April 12, 2021 and entered into between, among others, UPC Financing Partnership as the Borrower and The Bank of Nova Scotia as the Facility Agent (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed April 16, 2021 (File no. 001-35961) (the April 16, 2021 8-K)).
4.35			Additional Facility AW2 Accession Agreement dated April 12, 2021 and entered into between, among others, UPC Broadband Holding B.V. as the Borrower and The Bank of Nova Scotia as the Facility Agent (incorporated by reference to Exhibit 4.2 to the April 16, 2021 8-K.
4.36			Amended Credit Agreement dated April 12, 2021 and entered into between, among others, UPC Broadband and Upsizing Revolving Facility lenders (named therein) and The Bank of Nova Scotia as the Facility Agent and Security Agent (incorporated by reference to Exhibit 4.3 to the April 16, 2021 8-K).
4.37			Additional Facility AX Accession Agreement dated April 20, 2021 and entered into between, among others, UPC Financing Partnership as the Borrower and The Bank of Nova Scotia as the Facility Agent (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed April 26, 2021 (File no. 001-35961) (the April 26, 2021 8-K).
4.38			Additional Facility AY Accession Agreement dated April 20, 2021 and entered into between, among others, UPC Broadband Holding B.V. as the Borrower and The Bank of Nova Scotia as the Facility Agent (incorporated by reference to Exhibit 4.2 to the April 26, 2021 8-K ).
4.39			Additional Facility AZ Accession Agreement dated April 21, 2021 and entered into between, among others, UPC Broadband Holding B.V. as the Company, UPC Financing Partnership as the Borrower, The Bank of Nova Scotia as the Facility Agent and UPC Broadband Finco B.V. as the Additional Facility AZ Lender (incorporated by reference to Exhibit 4.3 to the April 26, 2021 8-K ).
4.40			Amendment and Restatement Agreement dated December 9, 2019 between Virgin Media Investment Holdings Limited (for itself and as agent on behalf of the other obligors) and The Bank of Nova Scotia (as facility agent), and attached as a schedule thereto, a copy of the Senior Facilities Agreement, originally dated June 7, 2013, between, among others, Virgin Media Investment Holdings Limited as a borrower and a guarantor, The Bank of Nova Scotia as facility agent and Deutsche Bank AG, London Branch as security trustee as amended and restated by the Amendment and Restatement Agreement (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed December 13, 2019 (File No. 001-35961)).
4.41			Indenture dated May 16, 2019, among Virgin Media Secured Finance PLC, as Issuer, BNY Mellon Corporate Trustee Services Limited as Trustee, The Bank of New York Mellon, London Branch, as Principal Paying Agent and The Bank of New York Mellon SA/NV, Luxembourg Branch, as Registrar and Transfer Agent (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K/A filed May 17, 2019 (File No. 001-35961)).
4.42			Supplemental Indenture, dated as of July 5, 2019, between Virgin Media Secured Finance PLC as Issuer and BNY Mellon Corporate Trustee Services Limited as Trustee, to the Indenture dated May 16, 2019 for 5.50% Senior Secured Notes and 5.25% Senior Secured Notes, each due 2029 (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed July 9, 2019 (File No. 001-35961)).
4.43			SFA/ICA Accession Deed dated October 21, 2019, among UPC Poland Holding B.V., UPC Polska Sp. z o. o., UPC Poland Property Sp. z o. o., Liberty Global Europe Holdco 2 B.V., and The Bank of Nova Scotia as the Facility Agent and Security Agent, to the Amended Credit Agreement to Senior Secured Credit Facility Agreement originally dated January 16, 2004 (as amended and restated from time to time, including the Supplemental Deed dated November 29, 2017) (incorporated by reference to Exhibit 4.6 to the Registrant’s Quarterly Report on Form 10-Q filed November 6, 2019 (File No. 001-35961) (the November 2019 10-Q)).
4.44			Supplemental Agreement dated April 6, 2020 between, among others, Telenet BV as company, The Bank of Nova Scotia as facility agent and KBC Bank NV as security agent and attached as a schedule thereto, a copy of the Amended and Restated Credit Agreement dated April 6, 2020, between, among others, Telenet BV as original borrower and The Bank of Nova Scotia as facility agent and KBC Bank NV as security agent (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed April 10, 2020 (File No. 001-35961)).
4.45			Supplemental Deed dated April 23, 2020 between, among others, UPC Broadband Holding B.V. as Obligors’ Agent and The Bank of Nova Scotia as facility agent and security agent and, attached as a schedule thereto, a copy of the Amended Senior Facilities Agreement dated April 23, 2020 between, among others, UPC Broadband Holding B.V. as borrower and The Bank of Nova Scotia as facility agent and security agent (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed April 29, 2020 (File No. 001-35961)).
			The Registrant undertakes to furnish to the Securities and Exchange Commission, upon request, a copy of all instruments with respect to long-term debt not filed herewith.

IV-4


10 -- Material Contracts:
10.1			Deed of Assumption of Liberty Global plc, dated June 7, 2013 (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed June 7, 2013 (File No. 001-35961)(the June 7, 2013 8-K)).
10.2+			Liberty Global 2014 Incentive Plan (Amended and Restated effective June 11, 2019 (as amended and restated from time to time, the Incentive Plan) (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed August 8, 2019 (File No. 001-35961) (the August 2019 10-Q)).
10.3+			Liberty Global 2014 Nonemployee Director Incentive Plan Effective March 1, 2014 (the Director Plan) (incorporated by reference to Appendix B to the Registrant’s Proxy Statement on Schedule 14A filed December 19, 2013 (File No. 001-35961)).
10.4+			Form of Non-Qualified Share Option Agreement under the Director Plan (incorporated by reference to Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q filed August 5, 2014 (File No. 001-35961) (the August 5, 2014 10-Q)).
10.5+			Form of Restricted Share Units Agreement under the Director Plan (incorporated by reference to Exhibit 10.4 to the August 5, 2014 10-Q).
10.6+			Liberty Global, Inc. 2005 Incentive Plan (as amended and restated effective June 7, 2013) (the 2005 Incentive Plan) (incorporated by reference to Exhibit 10.2 to the June 7, 2013 8-K).
10.7+			Liberty Global, Inc. 2005 Nonemployee Director Incentive Plan (as amended and restated effective June 7, 2013) (the 2005 Director Plan) (incorporated by reference to Exhibit 10.3 to the June 7, 2013 8-K).
10.8+			Virgin Media 2010 Stock Incentive Plan (as amended and restated effective June 7, 2013) (incorporated by reference to Exhibit 10.4 to the June 7, 2013 8-K).
10.9+			Form of Non-Qualified Share Option Agreement under the 2005 Director Plan (incorporated by reference to Exhibit 10.6 to the Registrant’s Quarterly Report on Form 10-Q filed August 1, 2013 (File No. 001-35961)).
10.10+			Liberty Global Compensation Policy for Nonemployee Directors effective June 21, 2017 (incorporated by reference to Appendix A to the Registrant’s Proxy Statement on Schedule 14A filed May 1, 2017 (File No. 001-35961)).
10.11+			Form of Deed of Indemnity between Liberty Global and its Directors and Executive Officers (incorporated by reference to Exhibit 10.10 to the June 7, 2013 8-K).
10.12+			Form of Stock Appreciation Rights Agreement under the 2005 Incentive Plan (incorporated by reference to Exhibit 10.3 to Liberty Global, Inc.’s (LGI) Quarterly Report on Form 10-Q filed May 7, 2008 (File No. 000-51360)).
10.13+			Form of Performance Share Units Agreement for executive officers under the Incentive Plan (incorporated by reference to Exhibit 10.16 to the Registrant’s Annual Report on Form 10-K filed February 27, 2019 and amended on Form 10-K/A filed March 27, 2019 (File No. 001-35961) (the 2019 10-K)).
10.14+			Liberty Global 2019 Challenge Performance Award program for senior management, including our executive officers under the Incentive Plan (a description of said program is incorporated by reference to the description thereof included in Item 5.02(e) of the Registrant’s Current Report on Form 8-K filed March 13, 2019 (File No. 001-35961)).
10.15+			Liberty Global 2020 Annual Performance Award Program for executive officers under the Incentive Plan (description of said plan is incorporated by reference to the description thereof included in Item 5.02(e) of the Registrant’s Current Report on Form 8-K filed April 3, 2020 (File No. 001-35961)).
10.16+			Deferred Compensation Plan (adopted effective December 15, 2008; Amended and Restated as of October 26, 2015)(incorporated by reference to Exhibit 10.29 to the Registrant’s Annual Report on Form 10-K filed February 16, 2016 (File No. 001-35961) (the 2016 10-K)).
10.17+			Nonemployee Director Deferred Compensation Plan (As Amended and Restated Effective December 11, 2015)(incorporated by reference to Exhibit 10.30 to the 2016 10-K).
10.18+			Personal Usage of Aircraft Policy, restated June 7, 2013 (incorporated by reference to Exhibit 10.31 to the 2016 10-K).
10.19+			Form of Aircraft Time Sharing Agreement (7X) (incorporated by reference to Exhibit 10.29 to LGI’s Annual Report on Form 10-K filed February 13, 2013 (File No. 000-51360)).
10.20+			Form of Share Appreciation Rights Agreement between the Registrant and our Chief Executive Officer under the Incentive Plan (incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q filed August 4, 2016 (File No. 001-35961)).
10.21+			Executive Service Agreement, dated December 15, 2004, between UPC Services Limited and Charles Bracken (incorporated by reference to Exhibit 10.36 to LGI’s Annual Report on Form 10-K filed February 24, 2010 (File No. 000-51360)).
10.22+			Employment Agreement dated as of June 28, 2018, between LGI and Enrique Rodriguez (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed August 8, 2018 (File No. 001-35961)).
10.23+			Amended and Restated Employment Agreement dated as of April 30, 2019, by and among the Registrant, Liberty Global Inc. and Michael T. Fries (incorporated by reference to Exhibit 10.9 to the August 2019 10-Q).

IV-5


10.24+			Employment Agreement, dated May 21, 2020, by and between Liberty Global, Inc. and Bryan H. Hall (incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q filed August 3, 2020 (File No. 001-35961) (the August 2020 10-Q)).
10.25+			Employment Agreement, dated May 19, 2005, by and between Liberty Global Europe Limited (formerly known as UGC Europe Services Ltd.) and Andrea Salvato, assigned by Liberty Global Europe Limited to Liberty Global plc on November 1, 2013 (incorporated by reference to Exhibit 10.3 to the August 2020 10-Q).
10.26+			Form of Performance Share Appreciation Rights Agreement under the Incentive Plan (incorporated by reference to Exhibit 10.2 to the August 2019 10-Q).
10.27+			Form of Performance Restricted Share Units Agreement (SHIP) under the Incentive Plan (incorporated by reference to Exhibit 10.4 to the August 2019 10-Q).
10.28+			Form of Share Appreciation Rights Agreement under the Incentive Plan (incorporated by reference to Exhibit 10.5 to the August 2019 10-Q).
10.29+			Form of Performance Share Units Agreement under the Incentive Plan (incorporated by reference to Exhibit 10.7 to the August 2019 10-Q).
10.30+			Form of Performance Share Units Agreement between the Registrant and our Chief Executive Officer under the Incentive Plan (incorporated by reference to Exhibit 10.8 to the August 2019 10-Q).
10.31+			Form of Share Appreciation Rights Agreement between Registrant and our Chief Executive Officer under the Incentive Plan (incorporated by reference to Exhibit 10.1 to the November 2019 10-Q).
10.32+			Form of Performance Share Appreciation Rights Agreement between Registrant and our Chief Executive Officer under the Incentive Plan (incorporated by reference to Exhibit 10.2 to the November 2019 10-Q).
10.33+			Form of Restricted Share Units Agreement (SHIP) under the Incentive Plan (incorporated by reference to Exhibit 10.6 to the November 2019 10-Q).
10.34+			Form of Restricted Share Units Agreement under the Incentive Plan (incorporated by reference to Exhibit 10.3 to the November 2019 10-Q).
10.35+			Form of Performance Restricted Share Units Agreement under the Incentive Plan (incorporated by reference to Exhibit 10.4 to the November 2019 10-Q).
10.36+			Form of Performance Restricted Share Units Agreement between Registrant and our Chief Executive Officer under the Incentive Plan (incorporated by reference to Exhibit 10.5 to the November 2019 10-Q).
10.37			Trade Mark Licence, dated as of April 3, 2006, between Virgin Enterprises Limited and NTL Group Limited (incorporated by reference to Exhibit 10.2 to Virgin Media’s Quarterly Report on Form 10-Q filed August 9, 2006 (File No. 000-50886)).
10.38			Amendment Letter No. 1, dated February 8, 2007, to the Trade Mark Licence between Virgin Enterprises Limited and Virgin Media Limited dated April 3, 2006 (incorporated by reference to Exhibit 10.5 to Virgin Media’s Quarterly Report on Form 10-Q filed August 8, 2007 (File No. 000-50886)).
10.39			Amendment Letter No. 2, dated October 1, 2007, to the Trade Mark Licence between Virgin Enterprises Limited and Virgin Media Limited dated April 3, 2006 (incorporated by reference to Exhibit 10.6 to Virgin Media’s Quarterly Report on Form 10-Q filed November 8, 2007 (File No. 000-50886)).
10.40			Trade Mark Licence between Virgin Enterprises Limited and Virgin Media Limited dated December 16, 2009 (incorporated by reference to Exhibit 10.83 to Virgin Media’s Annual Report on Form 10-K filed February 26, 2010 (File No. 000-50886)).
10.41			Shareholders’ Agreement, dated December 31, 2016, by and among, Vodafone International Holdings B.V., Vodafone Group Plc, Liberty Global Europe Holding B.V., the Registrant and Lynx Global Europe II B.V. (incorporated by reference to Exhibit 10.2 to the January 2017 8-K).
10.42			Shareholders Agreement, dated June 1, 2021, by and among Liberty Global plc, Liberty Global Europe 2 Limited, Liberty Global Holdco Limited, Telefonica, S.A. and Telefonica O2 Holdings Limited (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed June 4, 2021 (File No. 001-35961)).
10.43+			Liberty Global 2020 Long-Term Equity Incentive Program for executive officers under the Incentive Plan (description of said plan is incorporated by reference to the description thereof included in Item 5.02(e) of the Registrant’s Current Report on Form 8-K filed April 3, 2020 (File No. 001-35961)).
10.44+			Liberty Global 2021 Long-Term Equity Incentive Program for executive officers under the Company’s 2021 long-term incentive plan (description of said plan is incorporated by reference to the description thereof included in Item 5.02(e) of Registrant’s Current Report on Form 8-K filed April 15, 2021 (File No. 001-35961)).
21 -- List of Subsidiaries*
23 -- Consent of Experts and Counsel:
23.1			Consent of KPMG LLP*
31 -- Rule 13a-14(a)/15d-14(a) Certification:
31.1			Certification of President and Chief Executive Officer*

IV-6


31.2			Certification of Executive Vice President and Chief Financial Officer (Principal Financial Officer)*
32 -- Section 1350 Certification **

101.SCH			Inline XBRL Taxonomy Extension Schema Document*
101.CAL			Inline XBRL Taxonomy Extension Calculation Linkbase Document*
101.DEF			Inline XBRL Taxonomy Extension Definition Linkbase*
101.LAB			Inline XBRL Taxonomy Extension Label Linkbase Document*
101.PRE			Inline XBRL Taxonomy Extension Presentation Linkbase Document*
104			Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)*

_______________

* Filed herewith

** Furnished herewith

*** Schedules and similar attachments to the agreement have been omitted pursuant to Item 601(a)(5) of Regulation S‑K. The Registrant hereby undertakes to furnish supplemental copies of any of the omitted schedules and similar attachments upon request by the United States Securities and Exchange Commission

+ This document has been identified as a management contract or compensatory plan or arrangement.

Item 16. FORM 10-K SUMMARY

None.

IV-7

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


		LIBERTY GLOBAL PLC

Dated:	February 17, 2022	/s/ *BRYAN H. HALL*
		Bryan H. Hall Executive Vice President, General Counsel and Secretary

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the date indicated.

Signature

Title

Date

/s/ JOHN C. MALONE

Chairman of the Board

John C. Malone

/s/ MICHAEL T. FRIES

President, Chief Executive Officer and Director

Michael T. Fries

/s/ ANDREW J. COLE

Director

Andrew J. Cole

/s/ MIRANDA CURTIS

Director

Miranda Curtis

/s/ JOHN W. DICK

Director

John W. Dick

/s/ PAUL A. GOULD

Director

Paul A. Gould

/s/ RICHARD R. GREEN

Director

Richard R. Green

/s/ DAVID E. RAPLEY

Director

David E. Rapley

/s/ LARRY E. ROMRELL

Director

Larry E. Romrell

/s/ J. DAVID WARGO

Director

J. David Wargo

/s/ CHARLES H.R. BRACKEN

Executive Vice President and Chief Financial Officer

Charles H.R. Bracken

/s/ JASON WALDRON

Senior Vice President and Chief Accounting Officer