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Dispositions
12 Months Ended
Dec. 31, 2022
Discontinued Operations and Disposal Groups [Abstract]  
Dispositions Dispositions
2022 Dispositions

UPC Poland

On April 1, 2022, we completed the sale of 100% of our operations in Poland (UPC Poland) to a subsidiary of iliad S.A. (iliad). After considering debt and working capital adjustments (including cash disposed), we received net cash proceeds of Polish zloty 6,520.4 million ($1,553.3 million at the transaction date). A portion of the net proceeds from the sale, after reflecting the impact of derivative settlements, was used to repurchase certain of UPC Holding’s outstanding indebtedness, with the remainder available for general corporate purposes. For additional information regarding these financing transactions, see note 11.

In connection with the sale of UPC Poland, we recognized a gain of $846.4 million, which includes a cumulative foreign currency translation gain of $10.9 million. No income taxes were required to be provided on this gain.

In connection with the sale of UPC Poland, we have agreed to provide certain transitional services to iliad for a period of up to five years, depending on the service. These services principally comprise network and information technology-related functions. The annual charges will depend on the actual level of services required by the purchaser. During 2022, we recorded revenue of $26.6 million associated with these transitional services.

UPC Poland is presented as a discontinued operation in our consolidated financial statements for all applicable periods. Effective with the signing of the sale and purchase agreement on September 22, 2021, we ceased to depreciate or amortize the associated long-lived assets. Our operations in Poland were held through UPC Holding prior to the disposal date. 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.

The carrying amounts of the major classes of assets and liabilities of UPC Poland as of December 31, 2021 are summarized in the following table (in millions):
Assets:
Current assets$23.4 
Property and equipment, net406.8 
Goodwill464.7 
Other assets, net30.1 
Total assets$925.0 
Liabilities:
Current portion of debt and finance lease obligations$42.7 
Other accrued and current liabilities97.3 
Long-term debt and finance lease obligations5.0 
Other long-term liabilities56.3 
Total liabilities$201.3 
The operating results of UPC Poland for 2022, 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,
2022 (a)20212020
in millions
Revenue$109.5 $454.8 $434.7 
Operating income$45.0 $133.7 $86.9 
Earnings before income taxes$43.9 $130.7 $77.4 
Income tax expense(9.3)(48.1)(19.0)
Net earnings attributable to Liberty Global shareholders$34.6 $82.6 $58.4 
_______________

(a)Includes the operating results of UPC Poland from January 1, 2022 through April 1, 2022, the date UPC Poland was sold.

Telenet Tower Sale

On June 1, 2022, Telenet completed the sale of substantially all of their passive infrastructure and tower assets to DigitalBridge Investments LLC (DigitalBridge) (the Telenet Tower Sale). After considering working capital adjustments, we received net cash proceeds of €733.0 million ($779.9 million at the transaction date). Effective with the signing of the sale and purchase agreement on March 25, 2022, we began accounting for the associated assets and liabilities as held for sale and, accordingly, we ceased to depreciate or amortize these long-lived assets.

In connection with the completion of the Telenet Tower Sale, we recognized a gain of $700.5 million. No income taxes were required to be provided on this gain.

As part of the Telenet Tower Sale, Telenet entered into a master lease agreement to lease back the passive infrastructure and tower assets from DigitalBridge for an initial period of 15 years (the Telenet Tower Lease Agreement). In connection with the Telenet Tower Lease Agreement, we recorded non-cash additions to our operating lease ROU assets of $615.1 million and a corresponding increase to our operating lease liabilities of the same amount.

In addition, as part of the Telenet Tower Lease Agreement, Telenet has also committed to lease back 475 build-to-suit sites over the term of the lease. As of December 31, 2022, the total U.S. dollar equivalent of the estimated future payments for the build-to-suit sites over the term of the lease was $121.0 million, the majority of which are due after 2027. Telenet will act as an agent over the construction of future towers on the build-to-suit sites.

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 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. This gain was calculated by deducting the carrying value of the U.K. JV Entities (including the related foreign currency translation loss) from the sum of (i) the fair value assigned to our 50% interest in the VMO2 JV and (ii) the net cash received pursuant to the equalization payments and recapitalization transactions described above. For information regarding our approach to the valuation of our interest in the VMO2 JV, see note 9.

A summary of the 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 opening balance sheet presented below reflects the final purchase price allocation (in millions):

Current assets$4,186.7 
Property and equipment, net12,523.2 
Goodwill29,455.4 
Intangible assets subject to amortization, net13,274.6 
Other assets, net4,163.5 
Current portion of debt and finance lease obligations(4,352.5)
Other accrued and current liabilities(5,780.8)
Long-term debt and finance lease obligations(21,879.2)
Other long-term liabilities(2,170.9)
Total fair value of the net assets of the VMO2 JV
$29,420.0 

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

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)$4,868.3 
Property and equipment, net9,465.1 
Goodwill8,214.7 
Other assets, net3,086.9 
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 
_______________

(a)    Amount includes $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 $1,478.8 million presented above is net of the cumulative foreign currency translation loss of $1,198.6 million.

AtlasEdge JV Transactions

On September 1, 2021, we (i) contributed certain assets and liabilities to a newly-formed 50:50 joint venture (the AtlasEdge 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 AtlasEdge JV. In addition, we sold certain additional assets to the AtlasEdge JV during the fourth quarter of 2021. In connection with these transactions, which we collectively refer to as the “AtlasEdge JV Transactions”, we (a) received net cash of $144.5 million and (b) recognized a pre-tax 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 interest in the AtlasEdge JV as an equity method investment.