XML 35 R16.htm IDEA: XBRL DOCUMENT v3.22.4
Investments
12 Months Ended
Dec. 31, 2022
Investments [Abstract]  
Investments Investments
The details of our investments are set forth below:
December 31,
20222021Ownership (a)
Accounting Methodin millions%
Equity (b):
Long-term:
VMO2 JV
$9,790.9 $13,774.7 50.0
VodafoneZiggo JV (c)
2,345.8 2,572.4 50.0
All3Media Group (All3Media)
143.9 143.7 50.0
AtlasEdge JV
122.2 163.7 47.5
Formula E Holdings Ltd (Formula E)
87.3 115.9 35.9
Other187.0 174.8 
Total — equity12,677.1 16,945.2 
Fair value:
Short-term:
Separately-managed accounts (SMAs) (d)
2,621.6 2,269.6 
Long-term:
Televisa Univision, Inc. (Televisa Univision) (e)
385.5 385.5 6.3
ITV plc (ITV)
362.4 596.3 9.9
Lacework, Inc. (Lacework)
242.8 269.1 3.3
SMAs (d)
233.0 531.7 
EdgeConneX, Inc. (EdgeConneX)
183.8 138.7 5.2
Plume Design, Inc. (Plume)
154.0 188.8 11.5
Pax8, Inc. (Pax8)
99.0 14.7 5.9
Aviatrix Systems, Inc. (Aviatrix)
78.2 78.2 3.8
CANAL+ Polska S.A. (CANAL+ Polska)
66.1 70.8 17.0
Lions Gate Entertainment Corp. (Lionsgate)
36.7 105.9 2.9
Other337.5 378.1 
Total — fair value4,800.6 5,027.4 
Total investments (f)$17,477.7 $21,972.6 
Short-term investments$2,621.6 $2,269.6 
Long-term investments$14,856.1 $19,703.0 
_______________

(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 dividend distributions are received, with our recognition of losses generally limited to the extent of our investment in, and loans and commitments to, the investee. Accordingly, the carrying values of our equity method investments may not equal the respective fair values. At December 31, 2022 and 2021, the aggregate carrying amounts of our equity method investments exceeded our proportionate share of the respective investee’s net assets by $1,196.8 million and $1,236.0 million, respectively, which primarily includes amounts associated with the VodafoneZiggo JV Receivables, as defined below, and amounts we are owed under a long-term note receivable from All3Media.
(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 $749.7 million and $797.1 million at December 31, 2022 and 2021, respectively, (the VodafoneZiggo JV Receivable I) and (ii) a euro-denominated note receivable with a principal amount of $222.7 million and $236.7 million at December 31, 2022 and 2021, respectively, (the VodafoneZiggo JV Receivable II and, together with the VodafoneZiggo JV Receivable I, the VodafoneZiggo JV Receivables). During 2021, an additional $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 5.55% and have a final maturity date of December 31, 2030. During 2022, interest accrued on the VodafoneZiggo JV Receivables was $53.8 million, all of which has been 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, 2022, all of our investments held under SMAs were classified as available-for-sale debt securities, as further described in note 3. At December 31, 2022 and 2021, interest accrued on our debt securities, which is included in other current assets on our consolidated balance sheets, was $18.5 million and $5.1 million, respectively.

(e)At December 31, 2022, the fair value of our investment in Televisa Univision reflects the merger of Univision Holdings Inc. and Grupo Televisa, S.A.B., which was completed during the first quarter of 2022.

(f)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,
 202220212020
 in millions
VMO2 JV (a)
$(1,396.6)$(97.2)$— 
VodafoneZiggo JV (b)
241.2 (32.0)(201.1)
Streamz B.V. (Streamz) (c)
(35.2)(0.7)(2.3)
Eltrona Interdiffusion S.A. (Eltrona) (d)
(34.2)(17.2)1.3 
AtlasEdge JV
(23.3)(5.8)— 
Formula E
(20.2)(2.5)(8.4)
All3Media
(10.0)(17.4)(27.9)
Other10.5 (2.6)(6.9)
Total$(1,267.8)$(175.4)$(245.3)
_______________

(a)Represents (i) our 50% share of the results of operations of the VMO2 JV and (ii) 100% of the share-based compensation expense associated with Liberty Global awards granted to VMO2 JV employees who were formerly employees of Liberty Global prior to the VMO2 JV formation, as these awards remain our responsibility. The 2022 amount includes a charge of $1.8 billion, representing our 50% share of the VMO2 JV’s goodwill impairment, as described below.

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

(c)The 2022 amount includes a charge of $31.7 million related to a decline in fair value below the cost basis of the investment that was deemed other-than-temporary during the fourth quarter.
(d)The 2022 amount includes a charge of $32.5 million related to a decline in fair value below the cost basis of the investment that was deemed other-than-temporary during the fourth quarter.

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 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 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 6.

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 50:50 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 distribution 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 4.0 and 5.0 times EBITDA (as calculated pursuant to its existing financing arrangements), with the VMO2 JV undertaking periodic recapitalizations and/or refinancings accordingly. During 2022, we received dividend distributions from the VMO2 JV aggregating $932.5 million, of which $477.9 million was accounted for as a return of capital and $454.6 million was accounted for as a return on capital for purposes of our consolidated statements of cash flows. During 2021, we received a dividend distribution from the VMO2 JV of $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. We recorded revenue related to the U.K. JV Services of $251.2 million and $170.1 million during 2022 and 2021, respectively. At December 31, 2022 and 2021, $37.0 million and $43.3 million, respectively, 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. The amounts due from the VMO2 JV, which are periodically cash settled, are included in other current assets on our consolidated balance sheets.

In July 2022, the VMO2 JV entered into a new long-term performance incentive plan (the 2022 VMO2 LTIP) for certain of its employees, dependent on the achievement of specific performance metrics over each of the three years in the period beginning January 1, 2022 and ending on December 31, 2024. Payout may occur in March 2025 and will be settled in Liberty Global Class A and/or Liberty Global Class C ordinary shares and Telefónica ordinary shares, with the settlement split evenly between the U.K. JV Shareholders. Subject to forfeitures, 66.7% of each participant’s payout will be earned on January 1, 2024 with the remainder earned on December 31, 2024. The 2022 VMO2 LTIP awards are liability classified due to the fact that the final payout will be a fixed monetary amount settled in a variable number of shares. At December 31, 2022, the estimated fair value of Liberty Global’s share of the final payout under the 2022 VMO2 LTIP was $10.9 million. As the VMO2 JV will reimburse the U.K. JV Shareholders in cash for the value of each company’s 50% payout of the 2022 VMO2 LTIP awards, a
receivable from the VMO2 JV equal to the amount of the fair value of our share of the 2022 VMO2 LTIP liability is recorded on our consolidated balance sheet.

During the fourth quarter of 2022, in its U.S. GAAP financial statements, the VMO2 JV recorded a goodwill impairment of £3.1 billion ($3.6 billion at the applicable rate) primarily related to (i) an increase in the weighted average cost of capital (discount rate) under a market participant view and (ii) the broader macroeconomic environment, including recent declines in comparable public company market valuations. Given the recency of the VMO2 JV’s formation, the fair value of the business has been in close proximity to its carrying value and was estimated to be £33.3 billion ($40.3 billion) at the measurement date. The VMO2 JV considered an income approach and a market approach in determining the fair value estimate. Significant judgment was involved in the assessment, including (a) market participant estimates of the discount rate and (b) current earnings multiples of comparable public companies. Our 50% share of the VMO2 JV’s goodwill impairment charge is reported in share of results of affiliates, net, in our consolidated statement of operations.

The summarized results of operations of the VMO2 JV are set forth below:
Year ended December 31,
20222021 (a)
in millions
Revenue$12,857.2 $8,522.9 
Loss before income taxes$(3,012.8)$(351.6)
Net loss$(3,042.0)$(173.2)
_______________

(a)Includes the operating results of the VMO2 JV for the period from June 1, 2021 through December 31, 2021.

The summarized financial position of the VMO2 JV is set forth below:
December 31,
20222021
in millions
Current assets$4,056.0 $4,733.3 
Long-term assets45,753.3 55,698.3 
Total assets$49,809.3 $60,431.6 
Current liabilities$8,349.7 $9,247.1 
Long-term liabilities21,877.6 23,595.6 
Owners’ equity19,582.0 27,588.9 
Total liabilities and owners’ equity$49,809.3 $60,431.6 

VodafoneZiggo JV

Each of Liberty Global and Vodafone (each a “NL JV Shareholder”) holds 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 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 50:50 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 distribution policy that requires the VodafoneZiggo JV to distribute all unrestricted cash to the NL JV Shareholders every 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 4.5 and 5.0 times EBITDA (as calculated pursuant to its existing financing arrangements), with the VodafoneZiggo JV undertaking periodic recapitalizations and/or refinancings accordingly. During 2022, 2021 and 2020, we received dividend distributions from the VodafoneZiggo JV of $266.6 million, $311.7 million and $249.5 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 2022, 2021 and 2020, we recorded revenue from the VodafoneZiggo JV of $263.9 million, $222.0 million and $178.9 million, respectively, primarily related to (a) the NL JV Services and (b) the sale of customer premises equipment (CPE) to the VodafoneZiggo JV at a mark-up. At December 31, 2022 and 2021, $35.0 million and $62.5 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.

The summarized results of operations of the VodafoneZiggo JV are set forth below:
Year ended December 31,
202220212020
in millions
Revenue$4,284.6 $4,824.2 $4,565.4 
Earnings (loss) before income taxes$608.3 $(90.8)$(287.2)
Net earnings (loss)$394.7 $(163.1)$(448.7)

The summarized financial position of the VodafoneZiggo JV is set forth below:
December 31,
20222021
in millions
Current assets$815.5 $896.2 
Long-term assets19,396.4 20,392.3 
Total assets
$20,211.9 $21,288.5 
Current liabilities$2,719.2 $2,744.3 
Long-term liabilities14,652.3 15,381.0 
Owners’ equity2,840.4 3,163.2 
Total liabilities and owners’ equity
$20,211.9 $21,288.5 
Fair Value Investments

The following table sets forth the details of our realized and unrealized gains (losses) due to changes in fair values of certain investments, net:
 Year ended December 31,
 202220212020
 in millions
ITV
$(233.9)$15.3 $(217.1)
Pax8
79.3 — — 
Lionsgate
(69.2)33.9 4.0 
SMAs
(49.1)(10.1)5.2 
EdgeConneX
43.4 28.9 33.1 
Plume
(34.8)133.9 29.6 
Skillz Inc. (Skillz)
(34.7)(100.4)238.0 
TiBiT Communications, Inc. (TiBiT) (a)
26.4 — — 
Lacework
(26.3)223.9 1.1 
Televisa Univision
23.1 301.6 — 
Aviatrix
— 65.4 — 
Other, net (b)(26.3)42.6 (58.1)
Total$(302.1)$735.0 $35.8 
_______________

(a)Our investment in TiBiT was sold during the fourth quarter of 2022.

(b)The amounts in 2022 and 2021 include gains of $15.7 million and $12.9 million, respectively, related to investments that were sold during the year.

Debt Securities

At December 31, 2022 and 2021, all of our SMAs were composed of debt securities, which are summarized in the following tables:
December 31, 2022
 Amortized cost basisAccumulated unrealized lossesFair value
 in millions
Commercial paper$881.1 $2.1 $883.2 
Government bonds697.0 (1.4)695.6 
Certificates of deposit520.5 (0.6)519.9 
Corporate debt securities405.3 (4.8)400.5 
Other debt securities355.0 0.4 355.4 
Total debt securities$2,858.9 $(4.3)$2,854.6 
December 31, 2021
 Amortized cost basisAccumulated unrealized lossesFair value
 in millions
Commercial paper$897.4 $— $897.4 
Corporate debt securities705.5 (1.6)703.9 
Government bonds655.9 (3.3)652.6 
Certificates of deposit355.5 (0.1)355.4 
Other debt securities192.0 — 192 
Total debt securities$2,806.3 $(5.0)$2,801.3 

During 2022, 2021 and 2020, we received proceeds from the sale of debt securities of $9.1 billion, $6.1 billion and $6.0 billion, respectively, the majority of which were reinvested in new debt securities held under SMAs. The sale of debt securities during 2022, 2021 and 2020 resulted in realized net gains (losses) of ($6.9 million), ($2.0 million) and $2.0 million, respectively.

The fair values of our debt securities as of December 31, 2022 by contractual maturity are shown below (in millions):
Due in one year or less$2,621.6 
Due in one to five years231.6 
Due in five to ten years1.4 
Total (a)$2,854.6 
_______________

(a)The weighted average life of our total debt securities was 0.4 years as of December 31, 2022.
Our investment portfolio is subject to various macroeconomic pressures and has experienced significant volatility, which affects both our non-public and publicly-traded investments. Changes in the fair values of these investments, including changes with respect to interest rates within our local jurisdictions, are likely to continue and could be significant.