On September 22, 2021, we entered into a sale and purchase agreement (the Purchase Agreement), pursuant to which we agreed to sell 100% of our operations in Poland (UPC Poland) to a third party for a total enterprise value of Polish zloty (PLN) 7,025.0 million ($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.

The proceeds from the sale are expected to be used (i) to repay a portion of the UPC Holding borrowing group’s outstanding indebtedness and (ii) for general corporate purposes, which may include reinvestment into our business and support for our share repurchase program, which is further described in note 14.

We have agreed to provide certain transitional services for a period of up to 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

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.

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 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 $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) $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 $10,873.8 million, net of the recognition of a cumulative foreign currency translation loss of $1,198.6 million. The gain represents the net impact of the estimated fair value assigned to our 50% interest in the VMO2 JV of $14,670.8 million plus the $179.7 million of aggregate cash received pursuant to the aforementioned equalization payments and recapitalization transactions, less the sum of (i) the $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 $1,198.6 million and (iii) $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 (in millions):


Current assets	$	4,322.7
Property and equipment, net	12,523.2
Goodwill	29,195.1
Intangible assets subject to amortization, net	13,274.6
Other assets, net	3,997.2
Current portion of debt and finance lease obligations	(4,352.5)
Other accrued and current liabilities	(5,729.8)
Long-term debt and finance lease obligations	(21,879.2)
Other long-term liabilities	(2,009.7)
Total preliminary fair value of the net assets of the VMO2 JV	$	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 $890.5 million, $566.2 million and ($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.


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

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

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

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

On September 1, 2021, we (i) contributed certain assets and liabilities to a newly-formed 50:50 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 $144.5 million and (b) recognized a gain of $227.5 million (net of the recognition of a cumulative foreign currency translation loss of $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 50% interest in the Atlas Edge JV as an equity method investment.

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 €183.7 million ($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 €10.0 billion ($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 $190.4 million. At December 31, 2021, the remaining balance was $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 agreed to provide certain transitional services to Vodafone for a period of up to four years. These services principally comprise network and information technology-related functions. During 2021, 2020 and 2019, we recorded revenue of $130.7 million, $152.6 million and $63.1 million, respectively, associated with these transitional services.

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 €128.9 million ($144.1 million at the applicable rates).

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

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

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


	Year ended December 31,
	2021		2020
	in millions

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

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	$	425.7	$	2,017.9	$	36.7	$	2,480.3
Operating income	$	85.6	$	1,165.6	$	10.7	$	1,261.9

Earnings before income taxes	$	85.9	$	994.7	$	9.5	$	1,090.1
Income tax expense	(19.0)		(273.9)		—		(292.9)


Net earnings attributable to Liberty Global shareholders	$	66.9	$	720.8	$	9.5	$	797.2