LBTYA 10-K Fiscal year ended Dec. 31, 2016

---

---

---

•	On May 16, 2016, we acquired Cable & Wireless Communications Limited ( CWC ), a provider of telecommunication services, including mobile and high-speed broadband, focused in Latin America and the Caribbean (the CWC Acquisition ).

•	On February 11, 2016, Telenet Group Holding N.V. ( Telenet ) acquired BASE Company N.V. ( BASE ), the third-largest mobile network operator in Belgium.

•	On June 3, 2015, we acquired, together with investment funds affiliated with Searchlight Capital Partners, L.P. ( Searchlight ), Choice Cable TV ( Choice ), a cable and broadband services provider in Puerto Rico, which was integrated into our Liberty Cablevision of Puerto Rico LLC ( Liberty Puerto Rico ) operations.

•	In November 2014, we gained control of Ziggo Holding B.V. ( Ziggo ), a provider of video, broadband internet, fixed-line telephony and mobile services in the Netherlands, and integrated Ziggo into our Netherlands broadband operations. This business was contributed to form VodafoneZiggo , a 50:50 joint venture, on December 31, 2016.

•	On November 8, 2012, we completed a series of transactions with Searchlight through which we acquired San Juan Cable LLC, dba OneLink Communications, a broadband communications operator in Puerto Rico.

---

•	On December 15, 2011, we acquired all of the outstanding shares of Kabel BW Musketeer GmbH, Germany’s third largest cable television operator based on number of subscribers, and integrated it into our Unitymedia GmbH ( Unitymedia ) operations.

•	On September 16, 2011, we acquired Aster Sp. Z.o.o., a broadband communications provider in Poland.

•	On January 28, 2010, we acquired Unitymedia , the second largest cable television provider in Germany based on the number of subscribers.

•	In December 2016, Telenet reached an agreement to acquire from Coditel Brabant sprl, operating under the brand SFR and a subsidiary of Altice S.A., its broadband operations in Belgium and Luxembourg. Subject to customary closing conditions, including regulatory approvals, closing is expected during the second half of 2017.

•	In October 2016, through a subsidiary of UPC Holding B.V. ( UPC Holding ), we entered into an agreement to acquire the cable business of Multimedia Polska S.A., a broadband communications provider in Poland. Subject to customary closing conditions, including regulatory approvals, closing is expected in late 2017 or early 2018.

•	On January 31, 2014, we sold substantially all of our programming interest held through Chellomedia B.V.

•	On July 11, 2011, we sold Austar United Communications Limited, a leading direct-to-home satellite ( DTH ) provider to regional and rural Australia and the capital cities of Hobart and Darwin.

•	On February 18, 2010, we sold our ownership interest in Jupiter Telecommunications Co. Ltd., dba J:COM, a leading broadband provider and the largest multiple-system operator in Japan based on homes passed and subscribers.

---

---

•	economic and business conditions and industry trends in the countries in which we operate;

•	the competitive environment in the industries in the countries in which we operate, including competitor responses to our products and services;

•	fluctuations in currency exchange rates and interest rates;

•	instability in global financial markets, including sovereign debt issues and related fiscal reforms;

•	consumer disposable income and spending levels, including the availability and amount of individual consumer debt;

•	changes in consumer television viewing preferences and habits;

•	consumer acceptance of our existing service offerings, including our cable television, broadband internet, fixed-line telephony, mobile and business service offerings, and of new technology, programming alternatives and other products and services that we may offer in the future;

•	our ability to manage rapid technological changes;

•	our ability to maintain or increase the number of subscriptions to our cable television, broadband internet, fixed-line telephony and mobile service offerings and our average revenue per household;

•	our ability to provide satisfactory customer service, including support for new and evolving products and services;

•	our ability to maintain or increase rates to our subscribers or to pass through increased costs to our subscribers;

•	the impact of our future financial performance, or market conditions generally, on the availability, terms and deployment of capital;

•	changes in, or failure or inability to comply with, government regulations in the countries in which we operate and adverse outcomes from regulatory proceedings;

•	government intervention that requires opening our broadband distribution networks to competitors, such as the obligations imposed in Belgium;

•	our ability to obtain regulatory approval and satisfy other conditions necessary to close acquisitions and dispositions and the impact of conditions imposed by competition and other regulatory authorities in connection with acquisitions;

•	our ability to successfully acquire new businesses and, if acquired, to integrate, realize anticipated efficiencies from, and implement our business plan with respect to, the businesses we have acquired, such as Choice , BASE and CWC , or that we expect to acquire;

---

•	changes in laws or treaties relating to taxation, or the interpretation thereof, in the U.K. , the U.S. or in other countries in which we operate;

•	changes in laws and government regulations that may impact the availability and cost of capital and the derivative instruments that hedge certain of our financial risks;

•	the ability of suppliers and vendors (including our third-party wireless network providers under our mobile virtual network operator ( MVNO ) arrangements) to timely deliver quality products, equipment, software, services and access;

•	the availability of attractive programming for our video services and the costs associated with such programming, including retransmission and copyright fees payable to public and private broadcasters;

•	uncertainties inherent in the development and integration of new business lines and business strategies;

•	our ability to adequately forecast and plan future network requirements, including the costs and benefits associated with the planned Network Extensions ;

•	the availability of capital for the acquisition and/or development of telecommunications networks and services;

•	problems we may discover post-closing with the operations, including the internal controls and financial reporting process, of businesses we acquire;

•	the leakage of sensitive customer data;

•	the outcome of any pending or threatened litigation;

•	the loss of key employees and the availability of qualified personnel;

•	changes in the nature of key strategic relationships with partners and joint venturers;

•	our equity capital structure; and

•	events that are outside of our control, such as political unrest in international markets, terrorist attacks, malicious human acts, natural disasters, pandemics and other similar events.

---

---

---

(1)

Homes Passed are homes, residential multiple dwelling units or commercial units that can be connected to our networks without materially extending the distribution plant, except for DTH homes. Our Homes Passed counts are based on census data that can change based on either revisions to the data or from new census results. We do not count homes passed for DTH . Due to the fact that we do not own the partner networks (defined below) used in Switzerland (see note 11 below), we do not report homes passed for Switzerland’s partner networks.

(2)	Two-way Homes Passed are Homes Passed by those sections of our networks that are technologically capable of providing two-way services, including video, internet and telephony services.

(3)

Customer Relationships are the number of customers who receive at least one of our video, internet or telephony services that we count as Revenue Generating Units ( RGU s ), without regard to which or to how many services they subscribe. To the extent that RGU counts include equivalent billing unit ( EBU ) adjustments, we reflect corresponding adjustments to our Customer Relationship counts. For further information regarding our EBU calculation, see Additional General Notes to Tables below. Customer Relationships generally are counted on a unique premises basis. Accordingly, if an individual receives our services in two premises (e.g., a primary home and a vacation home), that individual generally will count as two Customer Relationships. We exclude mobile-only customers from Customer Relationships.

(4)

RGU is separately a Basic Video Subscriber, Enhanced Video Subscriber, DTH Subscriber, Internet Subscriber or Telephony Subscriber (each as defined and described below). A home, residential multiple dwelling unit, or commercial unit may contain one or more RGU s. For example, if a residential customer in our Austrian market subscribed to our enhanced video service, fixed-line telephony service and broadband internet service, the customer would constitute three RGU s. Total RGU s is the sum of Basic Video, Enhanced Video, DTH , Internet and Telephony Subscribers. RGU s generally are counted on a unique premises basis such that a given premises does not count as more than one RGU for any given service. On the other hand, if an individual receives one of our services in two premises (e.g., a primary home and a vacation home), that individual will count as two RGU s for that service. Each bundled cable, internet or telephony service is counted as a separate RGU regardless of the nature of any bundling discount or promotion. Non-paying subscribers are counted as subscribers during their free promotional service period. Some of these subscribers may choose to disconnect after their free service period. Services offered without charge on a long-term basis (e.g., VIP subscribers, free service to employees) generally are not counted as RGU s. We do not include subscriptions to mobile services in our externally reported RGU counts. In this regard, our December 31, 2016 RGU counts exclude our separately reported postpaid and prepaid mobile subscribers.

(5)

Basic Video Subscriber is a home, residential multiple dwelling unit or commercial unit that receives our video service over our broadband network either via an analog video signal or via a digital video signal without subscribing to any recurring monthly service that requires the use of encryption-enabling technology. Encryption-enabling technology includes conditional access security cards or “ smart cards ”, or other integrated or virtual technologies that we use to provide our enhanced service offerings. With the exception of RGUs that we count on an EBU basis, we count RGUs on a unique premises basis. In other words, a subscriber with multiple outlets in one premises is counted as one RGU and a subscriber with two homes and a subscription to our video service at each home is counted as two RGUs. In Europe, we have approximately 164,900 “lifeline” customers that are counted on a per connection basis, representing the least expensive regulated tier of video cable service, with only a few channels.

(6)

Enhanced Video Subscriber is a home, residential multiple dwelling unit or commercial unit that receives our video service over our broadband network or through a partner network via a digital video signal while subscribing to any recurring monthly service that requires the use of encryption-enabling technology. Enhanced Video Subscribers that are not counted on an EBU basis are counted on a unique premises basis. For example, a subscriber with one or more set-top boxes that receives our video service in one premises is generally counted as just one subscriber. An Enhanced Video Subscriber is not counted as a Basic Video Subscriber. As we migrate customers from basic to enhanced video services, we report a decrease in our Basic Video Subscribers equal to the increase in our Enhanced Video Subscribers. Subscribers to enhanced video services provided by our operations in Switzerland over partner networks receive basic video services from the partner networks as opposed to our operations.

(7)	DTH Subscriber is a home, residential multiple dwelling unit or commercial unit that receives our video programming broadcast directly via a geosynchronous satellite.

(8)

Internet Subscriber is a home, residential multiple dwelling unit or commercial unit that receives internet services over our networks, or that we service through a partner network. Our Internet Subscribers exclude 45,700 and 45,600 DSL subscribers within Belgium and Austria, respectively, who are not serviced over our networks. Our Internet Subscribers do not include customers that receive services from dial-up connections. In Switzerland, we offer a 2 Mbps internet service to our Basic and Enhanced Video Subscribers without an incremental recurring fee. Our Internet Subscribers in Switzerland include 97,400 subscribers who have requested and received this service.

(9)

Telephony Subscriber is a home, residential multiple dwelling unit or commercial unit that receives voice services over our networks, or that we service through a partner network. Telephony Subscribers exclude mobile telephony subscribers. Our Telephony Subscribers exclude 34,900 subscribers within Austria that are not serviced over our networks. In Switzerland, we offer a basic phone service to our Basic and Enhanced Video Subscribers without an incremental recurring fee. Our Telephony Subscribers in Switzerland include 88,900 subscribers who have requested and received this service.

---

(10)

Mobile Subscriber is an active subscriber identification module ( SIM ) card in service rather than services provided. For example, if a Mobile Subscriber has both a data and voice plan on a smartphone this would equate to one Mobile Subscriber. Alternatively, a subscriber who has a voice and data plan for a mobile handset and a data plan for a laptop (via a dongle) would be counted as two Mobile Subscribers. Customers who do not pay a recurring monthly fee are excluded from our Mobile Subscriber counts after periods of inactivity ranging from 30 to 90 days, based on industry standards within the respective country.

(11)

Pursuant to service agreements, Switzerland offers enhanced video, broadband internet and telephony services over networks owned by third-party cable operators ( partner networks ). A partner network RGU is only recognized if there is a direct billing relationship with the customer. At December 31, 2016 , Switzerland’s partner networks account for 138,600 Customer Relationships, 290,900 RGU s, 106,300 Enhanced Video Subscribers, 108,500 Internet Subscribers and 76,100 Telephony Subscribers.

---

---

(1)	Percentage of total homes passed that are two-way homes passed.

(2)	Percentage of total homes passed to which digital video, broadband internet or fixed-line telephony services, as applicable, are made available.

(3)	Percentage of total homes passed served by a network with the indicated bandwidth.

(4)	Percentage of total homes passed that subscribe to cable television services (Basic Video or Enhanced Video).

(5)	Percentage of cable television subscribers (Basic Video and Enhanced Video Subscribers) that are Enhanced Video Subscribers.

(6)	Percentage of two-way homes passed that subscribe to broadband internet or fixed-line telephony services, as applicable.

(7)	Percentage of total customers that subscribe to two services ( double-play customers) or three services (triple-play customers) offered by our operations (video, broadband internet and fixed-line telephony).

(8)	Fixed-Mobile Convergence penetration represents the number of customers who subscribe to both our internet service and our postpaid mobile service, divided by the number of customers who subscribe to our internet service.

(9)	Assuming the contractual right to serve the building exists in the case of multiple dwelling units.

(10)	Less than 1%.

(11)	Fixed-Mobile Convergence penetration in these Central and Eastern Europe countries is 2% in the aggregate.

---

---

(1)	Percentage of total cable television subscribers that have next generation video.

(2)	Represents the number of active SIM cards in service. See note 10 to Consolidated Operating Data table above for how these are counted.

(3)	For business customers, speeds of up to: 300 Mbps in the U.K. , 240 Mbps in Belgium, 400 Mbps in Ireland and 600 Mbps in Poland, are available.

(4)	VoIP services are available only to business customers.

(5)	Refers to an upgraded set-top box system that provides several features of Horizon TV (defined below) in the home.

(6)	Speeds of up to 600 Mbps available in limited areas.

(7)	Limited to legacy subscribers.

---

---

---

---

---

•	VoIP and circuit-switch telephony, hosted private branch exchange solutions and conferencing options;

•	data services for internet access, virtual private networks and high capacity point-to-point services;

•	wireless services for mobile voice and data, as well as managed WiFi networks;

•	video programming packages and select channel lineups for targeted industries; and

•	value added services, including webhosting, managed security systems and storage and cloud enabled software.

---

---

---

(1)	Homes Passed are homes, residential multiple dwelling units or commercial units that can be connected to our networks without materially extending the distribution plant, except for DTH homes. Our Homes Passed counts are based on census data that can change based on either revisions to the data or from new census results. We do not count home passed for DTH .

(2)	Two-way Homes Passed are Homes Passed by those sections of our networks that are technologically capable of providing two-way services, including video, internet and telephony services.

(3)

Customer Relationships are the number of customers who receive at least one of our video, internet or telephony services that we count as RGU s, without regard to which or to how many services they subscribe. To the extent that RGU counts include EBU adjustments, we reflect corresponding adjustments to our Customer Relationship counts. For further information regarding our EBU calculation, see Additional General Notes to Tables below. Customer Relationships generally are counted on a unique premises basis. Accordingly, if an individual receives our services in two premises (e.g., a primary home and a vacation home), that individual generally will count as two Customer Relationships. We exclude mobile-only customers from Customer Relationships.

(4)

RGU is separately a Basic Video Subscriber, Enhanced Video Subscriber, DTH Subscriber, Internet Subscriber or Telephony Subscriber (each as defined and described below). A home, residential multiple dwelling unit, or commercial unit may contain one or more RGU s. For example, if a residential customer in our Chilean market subscribed to our enhanced video service, fixed-line telephony service and broadband internet service, the customer would constitute three RGU s. Total RGU s is the sum of Basic Video, Enhanced Video, DTH , Internet and Telephony Subscribers. RGU s generally are counted on a unique premises basis such that a given premises does not count as more than one RGU for any given service. On the other hand, if an individual receives one of our services in two premises (e.g., a primary home and a vacation home), that individual will count as two RGU s for that service. Each bundled cable, internet or telephony service is counted as a separate RGU regardless of the nature of any bundling discount or promotion. Non-paying subscribers are counted as subscribers during their free promotional service period. Some of these subscribers may choose to disconnect after their free service period. Services offered without charge on a long-term basis (e.g., VIP subscribers, free service to employees) generally are not counted as RGU s. We do not include subscriptions to mobile services in our externally reported RGU counts. In this regard, our December 31, 2016 RGU counts exclude our separately reported postpaid and prepaid mobile subscribers.

(5)

Basic Video Subscriber is a home, residential multiple dwelling unit or commercial unit that receives our video service over our broadband network either via an analog video signal or via a digital video signal without subscribing to any recurring monthly service that requires the use of encryption-enabling technology. Encryption-enabling technology includes smart cards, or other integrated or virtual technologies that we use to provide our enhanced service offerings. With the exception of RGUs that we count on an EBU basis, we count RGUs on a unique premises basis. In other words, a subscriber with multiple outlets in one premises is counted as one RGU and a subscriber with two homes and a subscription to our video service at each home is counted as two RGUs.

(6)

Enhanced Video Subscriber is a home, residential multiple dwelling unit or commercial unit that receives our video service over our broadband network via a digital video signal while subscribing to any recurring monthly service that requires the use of encryption-enabling technology. Enhanced Video Subscribers that are not counted on an EBU basis are counted on a unique premises basis. For example, a subscriber with one or more set-top boxes that receives our video service in one premises is generally counted as just one subscriber. An Enhanced Video Subscriber is not counted as a Basic Video Subscriber. As we migrate customers from basic to enhanced video services, we report a decrease in our Basic Video Subscribers equal to the increase in our Enhanced Video Subscribers.

(7)	DTH Subscriber is a home, residential multiple dwelling unit or commercial unit that receives our video programming broadcast directly via a geosynchronous satellite.

(8)	Internet Subscriber is a home, residential multiple dwelling unit or commercial unit that receives internet services over our networks. Our Internet Subscribers do not include customers that receive services from dial-up connections.

(9)	Telephony Subscriber is a home, residential multiple dwelling unit or commercial unit that receives voice services over our networks. Telephony Subscribers exclude mobile telephony subscribers.

(10)

Mobile Subscriber is an active SIM card in service rather than services provided. For example, if a Mobile Subscriber has both a data and voice plan on a smartphone this would equate to one Mobile Subscriber. Alternatively, a subscriber who has a voice and data plan for a mobile handset and a data plan for a laptop (via a dongle) would be counted as two Mobile Subscribers. Customers who do not pay a recurring monthly fee are excluded from our Mobile Subscriber counts after periods of inactivity ranging from 30 to 90 days, based on industry standards within the respective country.

---

---

---

(1)	Percentage of total homes passed that are two-way homes passed.

(2)	Percentage of total homes passed served by a cable, FTTx or DSL network.

(3)	Percentage of total homes passed to which digital video, broadband internet or fixed-line telephony services, as applicable, are made available.

(4)	Percentage of total homes passed that subscribe to cable television services (Basic Video or Enhanced Video).

(5)	Percentage of cable television subscribers (Basic Video and Enhanced Video Subscribers) that are Enhanced Video Subscribers.

(6)	Percentage of two-way homes passed that subscribe to broadband internet or fixed-line telephony services, as applicable.

(7)	Percentage of total customers that subscribe to two services (double-play customers) or three services (triple-play customers) offered by our operations (video, broadband internet and fixed-line telephony).

---

(1)	These are the primary systems used for delivery of services in the countries indicated. “HFC” refers hybrid fiber coaxial cable networks. “(V)DSL” refers to both our

(2)	Represents the number of active SIM cards in service. See note 10 to Consolidated Operating Data table above for how these are counted.

(3)	In certain areas, speeds of up to 400 Mbps are available.

(4)	Speeds of up to 1 Gbps available in limited areas.

(5)	The majority of the “Other CWC” operations offer speeds of up to 100 Mbps.

---

---

---

---

•	VoIP and circuit-switch telephony, hosted private branch exchange solutions and conferencing options;

•	data services for internet access, virtual private networks and high capacity point-to-point services;

•	wireless services for mobile voice and data, as well as WiFi networks;

•	video programming packages and select channel lineups for targeted industries; and

•	value added services, including webhosting, managed security systems and storage and cloud enabled software.

---

---

•	recapturing bandwidth and optimizing our networks by:

◦	increasing the number of nodes in our markets;

◦	increasing the bandwidth of our hybrid fiber coaxial cable network to 1 GHz;

◦	converting analog channels to digital;

◦	bonding additional DOCSIS 3.0 channels;

◦	deploying VDSL over our fixed telephony network;

◦	replacing copper lines with modern optic fibers; and

◦	using digital compression technologies.

•	freeing spectrum for high-speed internet, VoD and other services by encouraging customers to move from analog to digital services;

•	increasing the efficiency of our networks by moving headend functions (encoding, transcoding and multiplexing) to cloud storage systems;

•	enhancing our network to accommodate business services;

•	using wireless technologies to extend our services outside of the home;

•	offering remote access to our video services through laptops, smart phones and tablets;

•	expanding the availability of Horizon TV and related products and developing and introducing online media sharing and streaming or cloud-based video; and

•	testing new technologies.

---

•	proposition (exceeding our customers' entertainment desires and expectations);

•	product (delivering the best content available);

•	procurement (investment in the best brands, shows and sports); and

•	partnering (strategic alignment, acquisitions and growth opportunities).

---

---

---

•

Virgin Media . Virgin Media ’s digital television services compete primarily with FTA television and with Sky , the primary pay satellite television provider. Sky offers competitively priced triple-play and quad-play services in the U.K. and Ireland. Other significant competitors are BT and TalkTalk Telecom Group plc ( TalkTalk ) in the U.K. and Eircom Limited in Ireland, each of which offer triple-play services, as well as IPTV video services. Each of these competitors have multimedia home gateways.

•

Unitymedia . Unitymedia ’s primary competition is from FTA television received via satellite. Unitymedia ’s primary competitor for pay TV services is the IPTV services over VDSL and FTTx and DTH of the incumbent telecommunications operator, Deutsche Telekom . Deutsche Telekom has announced plans to cover approximately 80% of German homes with its VDSL network by 2018. Within its VDSL footprint, Deutsche Telekom is implementing vectoring technology to enhance maximum broadband speeds to up to 100 Mbps from the current speeds of up to 50 Mbps. Deutsche Telekom further announced its ambition to implement super vectoring technology across all cable network areas by 2018, enhancing broadband speeds in these areas to up to 250 Mbps.

•

Telenet . Telenet ’s principal competitor is Proximus , the incumbent telecommunications operator, which has interactive digital television, replay television, VoD and HD service as part of its video offer, as well as a remote access service. Proximus offers competitively-priced bundles, including fixed-mobile convergence. Its IPTV services are delivered over its DSL and VDSL networks. Also, Telenet and other Belgian cable operators must give alternative providers access to

---

•

UPC Switzerland . Our main competitor in Switzerland is Swisscom , the incumbent telecommunications operator, which provides IPTV services over DSL , VDSL and FTTx networks. Swisscom offers VoD services, DVR and replay functionality and HD channels, as well as the functionality to allow remote access to its video services, and has exclusive rights to distribute certain sports programming. Swisscom ’s internet speeds include up to 100 Mbps on its VDSL network and up to either 300 Mbps or 1 Gbps in areas served by its FTTx network. Swisscom continues to expand its FTTx network to Switzerland households in our footprint, as well as in our partner network footprints. It has built its fiber-to-the-home network in several cities in cooperation with municipality-owned utility companies and, where no cooperation agreement has been reached, Swisscom is building its own fiber-to-the-home network. With respect to subscribers on partner networks, UPC Switzerland competes with other service providers for the contracts to serve these subscribers.

•

VTR . VTR competes primarily with DTH service providers, including the incumbent Chilean telecommunications operator Compañia de Telecomunicaciones de Chile SA using the brand name Movistar ( Movistar ), Claro Chile S.A., a subsidiary of América Móvil, S.A.B. de C.V. ( Claro ), and DIRECTV Latin America Holdings, Inc. ( DirecTV ). Movistar offers double-play and triple-play packages using DTH for video and DSL for internet and fixed-line telephony and offers mobile services. On a smaller scale, Movistar also offers IPTV services over FTTx networks in Chile. Claro offers triple-play packages using DTH and, in most major cities in Chile, through a hybrid fiber coaxial cable network. It also offers mobile services. To a lesser extent, VTR also competes with video services offered by or over networks of fixed-line telecommunication providers using DSL technology. To compete effectively, VTR focuses on enhancing its subscribers viewing options in and out of the home. It offers VoD , catch-up television, DVR functionality, Horizon TV and a variety of premium channels. These services and its variety of bundled options, including internet and telephony, enhance VTR ’s competitive position.

•

CWC . CWC competes with a variety of pay TV service providers in its various markets. Several of these competitors offer double-play and triple-play packages. Fixed-mobile convergence services are not yet a significant factor in most of CWC ’s residential markets. In Panama, CWC competes primarily with Cable Onda S.A., which offers video, internet and fixed-line telephony over its cable network. The DTH services of Claro are also a competitive factor. In several of CWC ’s other markets, including Jamaica, Trinidad & Tobago and Barbados, we are the largest or one of the largest video

---

•

Liberty Puerto Rico . Liberty Puerto Rico is the third largest provider of video services in Puerto Rico. Liberty Puerto Rico ’s primary competition for video customers is from DTH satellite providers DirecTV and Dish Network Corporation ( Dish Network ). Dish Network is an aggressive competitor, offering low introductory offers, free HD channels and, in its top tier packages, a multi-room DVR service for free. DirecTV is also a significant competitor offering similar programming in Puerto Rico compared to Dish Network. In order to compete, Liberty Puerto Rico focuses on offering video packages with attractive programming, including HD and Spanish language channels. It also offers a specialty video package of Spanish-only channels that is gaining popularity. In addition, Liberty Puerto Rico uses its bundled offers that include high-speed internet with download speeds of up to 300 Mbps to drive its video services.

•

Virgin Media . In the U.K. , we have a number of significant competitors in the market for broadband internet services, including fixed-line incumbent telecommunications providers. Of these broadband internet providers, BT is the largest, which provides broadband internet access services over its own VDSL network. BT has announced its intention to rollout ultrafast speeds of up to 300 Mbps to 500 Mbps by the end of 2020 to up to 10.0 million premises using G-fast technology, a DSL standard designed for local loops less than 250 meters. This technology is also expected to eventually support a rollout of 1 Gbps service.

---

•

Unitymedia . In Germany, the competition for broadband internet services is particularly intense. For broadband internet access, DSL is the dominant technology and Deutsche Telekom is the primary provider. Other major competitors to our services are resellers of Deutsche Telekom ’s DSL and VDSL services. We also face increased competition from mobile broadband operators, including Deutsche Telekom , and other network providers, many of which offer mobile services through LTE wireless systems and are increasing their coverage areas. Deutsche Telekom is upgrading its VDSL network with vectoring technology to increase its speeds to up to 100 Mbps. It plans to have 80% of German households connected to this network by 2018. With its (vectored) VDSL expansion plan, competition from Deutsche Telekom will increase.

•

Telenet . In the Flanders region of Belgium, Telenet is the leading provider of residential broadband internet services. Telenet ’s primary competitor is the DSL service provider Proximus . Proximus is a well-established competitor offering quad-play bundles. Proximus ’ DSL and VDSL service provide download speeds up to 100 Mbps. Mobile internet use is increasing as well. Similar to its video services, Telenet faces competition in the provision of internet services from other providers who have access to Telenet ’s cable network. In this competitive market, Telenet is using its fixed-mobile converged offer “WIGO” to promote its internet and other services.

•

UPC Switzerland . In Switzerland, Swisscom is the largest provider of broadband internet services, and is our primary competitor. Swisscom internet customers have access to its basic video content free of charge through its internet portal. It is also expanding its FTTx network and rolling out G.fast technology. At year end 2016, it had 2.5 million new connections through these technologies. Swisscom offers download speeds ranging from 20 Mbps to up to 1 Gbps.

•

VTR . In Chile, VTR faces competition primarily from non-cable-based ISPs, such as Movistar, and from other cable-based providers, such as Claro . Competition is particularly intense with each of these companies offering competitively priced services, including bundled offers with ultra high-speed internet services. Mobile broadband competition is significant as well. Both Movistar and Claro have launched an LTE network for high-speed mobile data. To compete effectively, VTR is expanding its two-way coverage and offering attractive bundling with fixed-line telephony and digital video service. In response to the availability of mobile data in Chile, VTR offers our high-speed internet with download speeds of up to 160 Mbps.

•

CWC . CWC competes primarily with mobile broadband providers in the provision of internet services. Where CWC is the incumbent telecommunications provider, it also competes with cable operators, the largest of which is Cable Onda in Panama and Cable Bahamas in the Bahamas. To a lesser extent, CWC experiences competition from Digicel in certain of its markets. To distinguish itself from these competitors, CWC uses its bundled offers with video and telephony to promote its broadband internet services.

•

Liberty Puerto Rico . In Puerto Rico, Liberty Puerto Rico competes primarily with mobile broadband providers. Most of these providers, including the incumbent telecommunications company, offer these services over their LTE networks. To compete with mobile broadband, Liberty Puerto Rico offers its high-speed internet with download speeds of up to 300 Mbps. Liberty Puerto Rico also competes with the DSL services of Claro in providing fixed-line internet services.

---

---

---

•

Licensing and Exclusivity . The Regulatory Framework requires Member States to abolish exclusivities on communication networks and services in their territory and allow operators into their markets based on a simple registration. The Regulatory Framework sets forth an exhaustive list of conditions that may be imposed on communication networks and services. Possible obligations include, among other things, financial charges for universal service or for the costs of regulation, environmental requirements, data privacy and other consumer protection rules, “must carry” obligations, provision of customer information to law enforcement agencies and access obligations.

•

Significant Market Power . Certain of the obligations allowed by the Regulatory Framework apply only to operators or service providers with “ Significant Market Power ” (defined below) in a relevant market. For example, the provisions of the Access Directive allow the National Regulatory Authority ( NRA ) in E.U. Member States to mandate certain access obligations only for those operators and service providers that are deemed to have Significant Market Power . For purposes of the Regulatory Framework , an operator or service provider will be deemed to have Significant Market Power where, either individually or jointly with others, it enjoys a position of significant economic strength affording it the power to behave to an appreciable extent independently of competitors, customers and consumers.

•

Video Services . The regulation of distribution, but not the content, of television services to the public is harmonized by the Regulatory Framework . Member States are allowed to impose on certain operators under their jurisdiction reasonable must carry obligations for the transmission of specified radio and television broadcast channels. Such obligations are required to be based on clearly defined general interest objectives, be proportionate and be transparent and subject to periodic review. We are subject to must carry regulations in all European markets in which we operate. Must carry regulations are significantly different among Member States. In some cases, these obligations go beyond what we believe is allowable under the Regulatory Framework . To date, however, the E.U. Commission has taken very limited steps to enforce E.U. law in this area, leaving must carry obligations intact in certain Member States. We do not expect the E.U. Commission or the Member States to curtail such obligations in the foreseeable future.

---

•

Net Neutrality/Traffic Management . In October 2015, the European Parliament adopted the regulation on the first E.U.-wide net neutrality regime. The regulation, which is directly applicable in all Member States, permits the provision of specialized services, optimized for specific content and subjects operators to reasonable traffic management requirements. The regulation also abolishes roaming tariffs beginning in June 2017.

---

---

---

---

---

---

---

•	net neutrality principles mandating equal access to all content and applications regardless of the source and without favoring, degrading, interrupting, intercepting, blocking access or throttling speeds;

•	subscription television rate regulation;

•	regulations implementing market dominance rules;

•	network unbundling at regulated rates; and

---

•	mandated unbundled access to all landing station network elements at cost-based rates.

---

---

•

Price Increase . The Consumer Rights Protection Law contains provisions that require that any raise in rates exceeding inflation must be previously accepted and agreed to by subscribers. Although VTR disagrees with this interpretation, in July 2012, VTR reached an agreement with Sernac that permits VTR to make adjustments to its published prices twice per year to adjust for inflation, except those services that are subject to rate regulation. VTR is generally prohibited from increasing the rates over the inflation adjustment. VTR may, however, cancel a subscriber’s contract after 12 months and propose a new contract with new rate provisions. Once a year VTR may propose to its existing subscribers additional changes to their rates, which must be accepted by the subscriber for the rates to go into effect.

•

Bundling . On December 18, 2012, the Chilean Antitrust Authority issued its regulation governing the on-net/off-net pricing practice in the mobile industry and the offering of bundled telecommunication services. Pursuant to the terms of this regulation, as revised by the Chilean Supreme Court, mobile services may be sold jointly with fixed-line services. However, promotional discounts were not permitted for these double-play offers. As for traditional bundling over the same platform ( e.g. , bundled fixed-line services such as our double- and triple-play packages, or bundled mobile services), this regulation provides that such services may be bundled, subject to certain price limitations. These limitations require that the total price for a bundle must be greater than the standalone price for the most expensive service included in the bundle. Also, when three or more services are bundled, the price for the bundle must be greater than the sum of the standalone prices for each service in the bundle, excluding the lowest priced service.

•

Telecommunication Services Proposal . In February 2014, SubTel published a General Telecommunication Services Ruling that regulates the offer of telecommunication services, including voice, internet access, and pay television, either alone or in bundles, from a consumer protection point of view. The regulation introduced service billing, significant changes in contracts with customers, requirements regarding compensation in case of service failure, and rules regarding treatment of customers’ personal information.

•

Minimum Standards on Quality of Service and Operation . From August 5 to September 4, 2013, SubTel submitted for public comment a draft of the Technical Fundamental Plan on Maintenance and Public Service Telecommunications Network Managing. This draft seeks to impose minimum standards on quality of service and operation of telecommunications networks, in general, and in some particular services: voice services; text and multimedia messages services; data transmission services; minimum coverage for mobile services; and digital terrestrial television minimum coverage. We are uncertain when SubTel will publish the final version of the plan.

•

Consumer’s Rights Protection Law Amendment . A bill is being discussed at Congress assigning significant new powers to Sernac, including a material increase of fines and compensations. The current law acknowledges that legal regulations imposed on specific business activities (such as the Telecommunications Act) must prevail over the Consumer’s Rights Protection law. However, it is still uncertain how or whether Sernac and SubTel will redefine their respective scope.

---

•

Video . The provision of cable television services requires a franchise issued by the TRB. Franchises are subject to termination proceedings in the event of a material breach or failure to comply with certain material provisions set forth in the franchise agreement governing a franchisee’s system operations, although such terminations are rare. In addition, franchises require payment of a franchise fee as a requirement to the grant of authority. Franchises establish comprehensive facilities and service requirements, as well as specific customer service standards and monetary penalties for non-compliance. Franchises are generally granted for fixed terms of up to ten years and must be periodically renewed.

•

Internet . We offer high-speed internet access throughout our entire footprint. In March 2015, the FCC issued an order classifying mass-market broadband internet access service as a “telecommunications service”, changing its long-standing treatment of this offering as an “information service”, which the FCC traditionally has subjected to limited regulation. The rules adopted by the FCC prohibit, among other things, broadband providers from: (1) blocking access to lawful content, applications, services or non-harmful devices; (2) impairing or degrading lawful internet traffic on the basis of content, applications, services or non-harmful devices; and (3) favoring some lawful internet traffic over other lawful internet traffic in exchange for consideration. In addition, the FCC prohibited broadband providers from unreasonably interfering with users’ ability to access lawful content or use devices that do not harm the network, or with edge providers’ ability to disseminate their content. The FCC also imposed more detailed disclosure obligations on broadband providers than were previously in place, which were approved by the Office of Management and Budget in late 2015. The FCC’s rules are in effect, and were upheld by the United States Court of Appeals for the District of Columbia Circuit. The impact of these revised rules on our business is unclear.

•	Fixed-Line Telephony Services . We offer fixed-line telephony services, including both circuit-switched telephony and VoIP. Our circuit-switched telephony services are subject to FCC and local regulations regarding the quality and technical

---

•	risks that relate to the competition we face and the technology used in our businesses;

•	risks that relate to our operating in overseas markets and being subject to foreign regulation;

•	risks that relate to certain financial matters;

•	risks relating to our equity capital structure; and

•	other risks, including risks that, among other things, relate to the obstacles that may be faced by anyone who may seek to acquire us.

---

---

---

•	fluctuations in foreign currency exchange rates;

•	difficulties in staffing and managing international operations;

•	potentially adverse tax consequences;

•	export and import restrictions, custom duties, tariffs and other trade barriers;

•	increases in taxes and governmental fees;

---

•	economic and political instability; and

•	changes in foreign and domestic laws and policies that govern operations of foreign-based companies.

---

•	impair our ability to use our bandwidth in ways that would generate maximum revenue and Adjusted OIBDA ;

•	create a shortage of capacity on our networks, which could limit the types and variety of services we seek to provide our customers;

•	impact our ability to access spectrum for our mobile services;

•	strengthen our competitors by granting them access and lowering their costs to enter into our markets; and

•	have a significant adverse impact on our results of operations.

---

•	changes in foreign currency exchange rates and disruptions in the capital markets. For example, a sustained period of weakness in the British pound sterling or the euro could have an adverse impact on our liquidity, including our ability to fund repurchases of our equity securities and other U.S. dollar-denominated liquidity requirements;

•	legal uncertainty and potentially divergent national laws and regulations as the U.K. determines which E.U. laws and directives to replace or replicate, or where previously implemented by enactment of U.K. laws or regulations, to retain, amend or repeal;

•	uncertainty as to the terms of the U.K. ’s withdrawal from, and future relationship with, the E.U. in terms of the impact on the free movement of our services, capital and employees;

•	global economic uncertainty, which may cause our customers to reevaluate what they are willing to spend on our products and services; and

•	various geopolitical forces may impact the global economy and our business, including, for example, other E.U. member states (in particular those member states where we have operations) proposing referendums to, or electing to, exit the E.U.

---

---

•	incur or guarantee additional indebtedness;

•	pay dividends or make other upstream distributions;

•	make investments;

•	transfer, sell or dispose of certain assets, including subsidiary stock;

•	merge or consolidate with other entities;

•	engage in transactions with us or other affiliates; or

•	create liens on their assets.

•	fund property and equipment additions or acquisitions that could improve their value;

•	meet their loan and capital commitments to their business affiliates;

•	invest in companies in which they would otherwise invest;

•	fund any operating losses or future development of their business affiliates;

•	obtain lower borrowing costs that are available from secured lenders or engage in advantageous transactions that monetize their assets; or

•	conduct other necessary or prudent corporate activities.

---

---

---

•	a potential discount that investors may apply because the LiLAC Shares are issued by a common enterprise, rather than a standalone company;

•	actual or anticipated fluctuations in the LiLAC Group ’s operating results or in the operating results of particular companies attributable to the group;

---

•	events or developments affecting the countries or regions in which the businesses attributed to the LiLAC Group operate;

•	potential acquisition activity in the LiLAC Group ;

•	issuances of debt or equity securities to raise capital by us or the companies in which we invest and the manner in which that debt or the proceeds of an equity issuance are attributed to the LiLAC Group ;

•	changes in financial estimates by securities analysts regarding the LiLAC Shares or the businesses attributed to the LiLAC Group ;

•	the complex nature and the potential difficulties investors may have in understanding the terms of the LiLAC Shares , as well as concerns regarding the possible effect of certain of those terms on an investment in our shares;

•	the lack of market familiarity with tracking shares issued by an English publicly-traded company and of directly applicable legal precedent, given we are not aware of any other English publicly-traded company that has issued such shares; and

•	general market conditions.

•	decisions as to the terms of any business relationships that may be created between the Liberty Global Group and the LiLAC Group or the terms of any reattributions of businesses, assets and liabilities between the groups;

•	decisions as to the allocation of consideration among the holders of Liberty Global Shares and LiLAC Shares , or among the classes of shares relating to either of our groups, to be received in connection with a scheme of arrangement involving our company;

•	decisions as to the allocation of corporate opportunities between the groups, especially where the opportunities might meet the strategic business objectives of both groups;

•	decisions as to operational and financial matters that could be considered detrimental to one group but beneficial to the other;

•	decisions resulting in the redesignation, or conversion, of LiLAC Shares into Liberty Global Shares or deferred shares;

---

•	decisions regarding the creation of, and, if created, the subsequent increase or decrease of any inter-group interest or loan that one group may have in or to the other group;

•	decisions as to the internal or external financing attributable to businesses or assets attributed to either of our groups;

•	decisions as to the dispositions of assets of either of our groups; and

•	decisions as to the payment of dividends on the shares or share buybacks relating to either of our groups.

---

---

•	authorizing a capital structure with multiple classes of ordinary shares; two tracking groups, each with a Class B that entitles the holders to 10 votes per share; a Class A that entitles the holders to one vote per share; and a Class C that, except as otherwise required by applicable law, entitles the holders to no voting rights;

•	authorizing the issuance of “blank check” shares (both ordinary and preference), which could be issued by our board of directors to increase the number of outstanding shares and thwart a takeover attempt;

•	classifying our board of directors with staggered three-year terms, which may lengthen the time required to gain control of our board of directors, although under English law, shareholders of our company can remove a director without cause by ordinary resolution;

•	prohibiting shareholder action by written resolution, thereby requiring all shareholder actions to be taken at a meeting of the shareholders;

•	requiring the approval of 75% in value of the shareholders (or class of shareholders) and/or English court approval for certain statutory mergers or schemes of arrangements; and

•	establishing advance notice requirements for nominations of candidates for election to our board of directors or for proposing matters that can be acted upon by shareholders at shareholder meetings.

---

---

Item 5.	MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

(a)

On July 1, 2015, in connection with the issuance of LiLAC Shares pursuant to the LiLAC Transaction , we reclassified our then outstanding Old Liberty Global Shares into corresponding classes of Liberty Global Shares . Consistent with the treatment of the LiLAC Transaction in our consolidated financial statements, the share price information of Old Liberty Global Shares for periods prior to July 1, 2015 has not been retroactively revised.

(b)	On July 1, 2016, we completed the LiLAC Distribution . The share price information presented herein for periods prior to July 1, 2016 has not been retroactively revised. Prices for LiLAC Class B ordinary shares reflect inter-dealer prices without retail mark-up, mark-down or actual transactions

---

(a)	Amounts do not include the number of shareholders whose shares are nominally held by banks, brokerage houses or other institutions, but include each such institution as one record holder.

---

(a)	Average price paid per share includes direct acquisition costs.

(b)	As of December 31, 2016 , the remaining amount authorized for repurchases of Liberty Global Shares was $1,943.4 million . Subsequent to December 31, 2016 , our board of directors increased the amount authorized under the share repurchase program for our Liberty Global Shares by $1.0 billion .

(c)	As of December 31, 2016 , the remaining amount authorized for repurchases of LiLAC Shares was $278.6 million .

---

---

---

(a)

We acquired CWC on May 16, 2016, BASE on February 11, 2016, Choice on June 3, 2015, Ziggo on November 11, 2014, Virgin Media on June 7, 2013 and OneLink on November 8, 2012. We also completed a number of less significant acquisitions during the years presented. On December 31, 2016, we completed the Dutch JV Transaction , pursuant to which we contributed Ziggo Group Holding to the Dutch JV . We sold the Chellomedia Disposal Group on January 31, 2014 and Austar United Communications Limited ( Austar ) on May 23, 2012. Accordingly, our summary statement of operations data presents the Chellomedia Disposal Group and Austar as discontinued operations during the applicable periods. For information regarding (i) our acquisitions and (ii) the Dutch JV Transaction and our discontinued operation during the past three years, see notes 4 and 5 , respectively, to our consolidated financial statements.

---

(b)	Includes earnings from continuing operations attributable to noncontrolling interests of $62.0 million , $103.0 million , $47.6 million , $55.6 million and $39.8 million , respectively.

(c)	The amounts presented for 2015 relate to the period from July 1, 2015 through December 31, 2015.

(d)	The amount presented for 2015 relates to the period from January 1, 2015 through June 30, 2015.

---

Item 7.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

•	Overview. This section provides a general description of our business and recent events.

•	Results of Operations. This section provides an analysis of our results of operations for the years ended December 31, 2016 , 2015 and 2014 .

•	Liquidity and Capital Resources. This section provides an analysis of our corporate and subsidiary liquidity, consolidated statements of cash flows and contractual commitments.

•	Critical Accounting Policies, Judgments and Estimates. This section discusses those material accounting policies that involve uncertainties and require significant judgment in their application.

•	Quantitative and Qualitative Disclosures about Market Risk. This section provides discussion and analysis of the foreign currency, interest rate and other market risk that our company faces.

---

(a)	Includes organic changes of Ziggo Group Holding through the December 31, 2016 completion of the Dutch JV Transaction .

---

---

---

---

---

(a)	The amount presented for 2016 includes the post-acquisition revenue of BASE , which was acquired on February 11, 2016.

(b)	The amount presented for 2016 reflects the post-acquisition revenue of CWC , which was acquired on May 16, 2016.

(c)	The amount presented for 2015 excludes the pre-acquisition revenue of Choice , which was acquired on June 3, 2015.

---

(a)

The increase in cable subscription revenue related to a change in the average number of RGU s is attributable to the net effect of (i) an increase in the average number of broadband internet RGU s in the U.K. , (ii) an increase in the average number of fixed-line telephony RGU s and (iii) declines in the average number of enhanced video RGU s and, to a much lesser extent, the average number of basic video RGU s in Ireland.

(b)

The increase in cable subscripti on revenue related to a change in ARPU is primarily attributable to the net effect of (i) a net increase primarily due to (a) higher ARPU from broadband internet services, (b) lower ARPU from fixed-line telephony services in the U.K. , (c) lower ARPU resulting from the impact of a change in the regulations governing payment handling fees that Virgin Media charges to its customers in the U.K. , which reduced revenue by $29.4 million, and (d) higher ARPU from video services, as an increase in the U.K. was only partially offset by a decrease in Ireland, and (ii) an adverse change in RGU mix.

(c)

The decrease in mobile subscription revenue relates to the net effect of (i) lower ARPU in the U.K. , including a decline of $105.3 million in postpaid mobile services revenue associated with the U.K. Split-contract Program , (ii) an increase in the average number of mobile subscribers, as an increase in the average number of postpaid mobile subscribers more than offset the decrease in the average number of prepaid mobile subscribers in the U.K. , and (iii) a decrease in revenue due to the impact of a $4.2 million favorable adjustment to VAT recorded during the fourth quarter of 2015. For additional information regarding Split-contract Program s, see note 3 to our consolidated financial statements.

(d)

The increase in B2B revenue is primarily due to the net effect of (i) an increase in data revenue, primarily attributable to (a) higher volumes and (b) an increase of $13.1 million in the U.K. ’s amortization of deferred upfront fees on B2B contracts, (ii) lower voice revenue in the U.K. , primarily attributable to (1) a decrease in revenue due to the impact of a $17.4 million favorable adjustment recorded during the fourth quarter of 2015 related to the settlement of disputes with mobile operators over amounts charged for voice traffic, including $15.6 million related to years prior to 2015, (2) a decline in usage and (3) lower wholesale revenue, and (iii) an increase in low-margin equipment sales in the U.K.

(e)

The increase in other revenue is primarily due to the net effect of (i) an increase in mobile handset sales, primarily attributable to an increase of $63.5 million associated with the U.K. Split-contract Program , (ii) a decrease in interconnect revenue in the U.K. of $17.0 million, primarily due to (a) a decline in mobile short message service ( SMS ) termination volumes and (b) lower fixed-line telephony termination volumes, (iii) an increase in broadcasting revenue in Ireland and (iv) an increase in installation revenue in the U.K. The increase in revenue from the U.K. Split-contract Program is due to the net effect of (1) increased volume and (2) lower average revenue per handset sold.

---

(f)

Represents the estimated impact of (i) the multi-channel multi-point (microwave) distribution system subscribers in Ireland that have disconnected since we announced the switch-off of this service effective April 2016 and (ii) the non-cable subscribers in the U.K. that we sold in the fourth quarter of 2014 (the U.K. Non-Cable Disposal ). The non-cable subscribers were migrated to a third party during the first nine months of 2015.

(a)	The increase in cable subscription revenue related to a change in the average number of RGU s is attributable to increases in the average numbers of fixed-line telephony, broadband internet and enhanced video RGU s that were only partially offset by a decline in the average number of basic video RGU s.

(b)	The increase in cable subscription revenue related to a change in ARPU is attributable to (i) higher ARPU from video, broadband internet and fixed-line telephony services and (ii) an improvement in RGU mix.

(c)	The increase in mobile subscription revenue is due to the net effect of (i) an increase in the average number of postpaid mobile subscribers and (ii) lower ARPU , primarily due to (a) a decline of $12.4 million in mobile services revenue due to the June 2015 introduction of a Split-contract Program and (b) a decline in usage.

(d)	The increase in B2B revenue is largely due to the net impact of (i) higher revenue from information technology security services and related equipment sales, (ii) lower revenue from mobile services and (iii) higher revenue from data services.

(e)

The increase in other revenue is primarily due to (i) an increase of $6.5 million in mobile handset sales, (ii) an increase in set-top box sales, (iii) an increase in tablet sales and (iv) an increase in mobile interconnect revenue due to the net effect of (a) growth in mobile call volumes and (b) lower SMS usage. The increase in Belgium’s mobile handset sales, which typically generate relatively low or negative margins, include the net impact of (1) an increase of $11.4 million in non-subsidized handset sales, including an increase of $5.3 million associated with the June 2015 introduction of a Split-contract Program , and (2) a net decrease of $4.9 million in other handset sales.

---

(a)	The decrease in cable subscription revenue related to a change in the average num ber of RGU s is attributable to declines in the average numbers of basic video, enhanced video and fixed-line telephony RGU s that were only partially offset by an increase in the average number of broadband internet RGU s.

(b)	The decrease in cable subscription revenue related to a change in ARPU is attributable to the net effect of (i) a net decrease due to (a) lower ARPU from fixed-line telephony and broadband internet services and (b) higher ARPU from video services and (ii) an improvement in RGU mix.

(c)	The increase in mobile subscription revenue is due to the net effect of (i) an increase in the average number of mobile subscribers and (ii) lower ARPU .

(d)	The decrease in B2B revenue is primarily due to the net effect of (i) lower revenue from voice services and (ii) higher revenue from data services.

(e)	The increase in other revenue includes the net effect of (i) a $3.3 million increase due to the favorable settlement of prior period amounts that were recorded during the first quarter of 2016 and (ii) a decrease in revenue of $1.6 million resulting from the termination of a partner network agreement in the Netherlands shortly after the November 2014 acquisition of Ziggo .

---

(a)

Subscription revenue includes revenue from multi-year bulk agreements with landlords or housing associations or with third parties that operate and administer the in-building networks on behalf of housing associations. These bulk agreements, which generally allow for the procurement of the basic video signals at volume-based discounts, provide access to approximately two-thirds of Germany’s video subscribers. Germany’s bulk agreements are, to a significant extent, medium- and long-term contracts. As of December 31, 2016 , bulk agreements covering approximately 31% of the video subscribers that Germany serves expire by the end of 2017 or are terminable on 30-days notice. During the three months ended December 31, 2016 , Germany’s 20 largest bulk agreement accounts generated approximately 8% of its total revenue (including estimated amounts billed directly to the building occupants for digital video, broadband internet and fixed-line telephony services). No assurance can be given that Germany’s bulk agreements will be renewed or extended on financially equivalent terms, or at all.

(b)	The increase in cable subscription revenue related to a change in the average number of RGU s is attributable to increases in the average numbers of broadband internet, fixed-line telephony and enhanced video RGU s that were only partially offset by a decline in the average number of basic video RGU s.

(c)	The increase in cable subscription revenue related to a change in ARPU is attributable to (i) a net increase due to (a) higher ARPU from broadband internet and video services and (b) lower ARPU from fixed-line telephony services and (ii) an improvement in RGU mix.

(d)

Other revenue includes fees received for the carriage of certain channels included in Germany’s basic and enhanced video offerings. This channel carriage fee revenue is subject to contracts that expire or are otherwise terminable by either party on various dates ranging from 2017 through 2020. The aggregate amount of revenue related to these channel carriage contracts represented approximately 4% of Germany’s total revenue during the three months ended December 31, 2016 . No assurance can be given that these contracts will be renewed or extended on financially equivalent terms, or at all. In June 2017, we plan to discontinue our analog video service in Germany. We estimate that the discontinuance of this service will reduce Germany’s channel carriage revenue and operating income by approximately €30 million ($32 million) annually.

(e)

The increase in other revenue is primarily due to the net effect of (i) an increase of $11.5 million in mobile handset sales, which typically generate relatively low or no margins, associated with the October 2016 launch of a wholesale handset program, (ii) an increase in installation revenue and (iii) a decrease due to legislative developments that have reduced the fees Germany can charge late-paying customers.

---

(a)	The decrease in cable subscription revenue related to a change in the average number of RGU s is primarily attributable to declines in the average numbers of basic video RGU s and, to a much lesser extent, enhanced video RGU s in Switzerland that were mostly offset by increases in the average numbers of fixed-line telephony and broadband internet RGU s.

(b)	The increase in cable subscription revenue related to a change in ARPU is attributable to the net effect of (i) a net increase due to (a) higher ARPU from video and broadband internet services and (b) lower ARPU from fixed-line telephony services and (ii) a slight adverse change in RGU mix, as an adverse change in Austria was mostly offset by an improvement in Switzerland.

(c)	The increase in mobile subscription revenue is due to the net effect of (i) an increase in the average number of mobile subscribers and (ii) lower ARPU primarily due to a decline of $1.6 million in mobile services revenue due to the September 2015 introduction of a Split-contract Program in Switzerland.

(d)

The increase in other revenue is due to the net effect of (i) an increase of $7.5 million in mobile handset sales, which typically generate relatively low or no margins, including an increase of $1.7 million associated with the September 2015 introduction of a Split-contract Program in Switzerland, (ii) an increase in mobile interconnect revenue and (iii) a net decrease resulting from individually insignificant changes in other non-subscription revenue categories.

---

(a)

The increase in cable subscription revenue related to a change in the average number of RGU s is primarily attributable to the net effect of (i) increases in the average numbers of fixed-line telephony, broadband internet and enhanced video RGU s in Romania, Hungary, Poland and Slovakia, (ii) a decline in the average number of basic video RGU s in Hungary, Poland, Romania and Slovakia, (iii) increases in the average numbers of basic video and broadband internet RGU s in the Czech Republic, (iv) an increase in the average number of DTH RGU s and (v) declines in the average numbers of fixed-line telephony and enhanced video RGU s in the Czech Republic.

(b)	The decrease in cable subscription revenue related to a change in ARPU is attributable to (i) a net decrease due to (a) lower ARPU from fixed-line telephony and broadband internet services and (b) higher ARPU from video services, primarily in Poland, and (ii) an adverse change in RGU mix, as adverse changes in Romania and the Czech Republic were largely offset by an improvement in Hungary.

---

(a)	The increase in cable subscription revenue related to a change in the average number of RGU s is attributable to increases in the average numbers of broadband internet and enhanced video RGU s that were only partially offset by declines in the average numbers of fixed-line telephony and basic video RGU s.

(b)

The increase in cable subscription revenue related to a change in ARPU is attributable to (i) a net increase due to (a) higher ARPU from video and broadband internet services and (b) lower ARPU from fixed-line telephony services and (ii) an improvement in RGU mix. In addition, the increase in Chile’s cable subscription revenue includes adjustments to reflect the retroactive application of a tariff on ancillary services provided directly to customers for the period from July 2013 through February 2014, including (1) a decrease of $4.2 million due to the impact of unfavorable adjustments recorded during the first and second quarters of 2016 and (2) an increase of $2.2 million due to the impact of an unfavorable adjustment recorded during the first quarter of 2015.

(c)

The increase in mobile subscription revenue is due to (i) an increase in the average number of mobile subscribers, as an increase in the average number of postpaid mobile subscribers more than offset the decrease in the average number of prepaid mobile subscribers, and (ii) higher ARPU primarily due to a higher proportion of mobile subscribers on postpaid plans, which generate higher ARPU than prepaid plans .

(d)	The decrease in other revenue is primarily due to the net effect of (i) a decrease in advertising revenue and (ii) an increase of $2.7 million in interconnect revenue due to the impacts of unfavorable adjustments recorded during the first and third quarters of 2015 to reflect the retroactive application of a tariff reduction to June 2012.

---

(a)	The increase in cable subscription revenue related to a change in the average number of RGU s is attributable to increases in the average numbers of fixed-line telephony and broadband internet RGU s that were only partially offset by a decline in the average number of enhanced video RGU s.

(b)	The decrease in cable subscription revenue related to a change in ARPU is attributable to the net effect of (i) an adverse change in RGU mix and (ii) a net increase due to (a) higher ARPU from broadband internet services and (b) lower ARPU from fixed-line telephony and video services.

(c)	The increase in B2B revenue is largely due to higher revenue from data services.

---

(a)	The amount presented for 2014 excludes the pre-acquisition revenue of Ziggo , which was acquired on November 11, 2014.

(b)	The amount presented for 2015 includes the post-acquisition revenue of Choice , which was acquired on June 3, 2015.

---

(a)

The increase in cable subscription revenue related to a change in the average number of RGU s is attributable to increases in the average numbers of broadband internet and fixed-line telephony RGU s that were only partially offset by declines in (i) the average number of enhanced video RGU s and (ii) the average number of basic and multi-channel multi-point (microwave) distribution system video RGU s in Ireland.

(b)

The increase in cable subscripti on revenue related to a change in ARPU is primarily attributable to the net effect of (i) a net increase primarily due to (a) higher ARPU from broadband internet services in the U.K. , (b) lower ARPU from fixed-line telephony services and (c) higher ARPU from video services and (ii) an adverse change in RGU mix in Ireland. In addition, the growth in ARPU was partially offset by (1) the impact of a January 1, 2015 change in how VAT is applied to certain components of our U.K. operations, which reduced revenue by $49.9 million, and (2) a May 1, 2014 change in legislation in the U.K. with respect to the charging of VAT in connection with prompt payment discounts, as discussed below, which reduced revenue by $24.0 million .

(c)

The decrease in mobile subscription revenue relates to the U.K. and is due to (i) lower ARPU , including the net impact of (a) a decline of $41.6 million in postpaid mobile services revenue due to the November 2014 introduction of a Split-contract Program , (b) a decrease of $11.2 million related to the above-described January 1, 2015 change in how VAT is applied and (c) an increase in revenue due to the favorable impact of a $4.4 million adjustment to VAT recorded during the fourth quarter of 2015, and (ii) a decrease in the average number of subscribers, as a decrease in the average number of prepaid subscribers more than offset the increase in the average number of postpaid subscribers .

(d)

The increase in B2B revenue is primarily due to (i) an increase in data revenue, primarily attributable to (a) higher volumes and (b) an increase of $22.7 million in the U.K. ’s amortization of deferred upfront fees on B2B contracts, (ii) an increase in low-margin equipment sales in the U.K. and (iii) an increase in voice revenue, largely attributable to the net effect of (1) an $18.2 million increase recorded in the U.K. during the fourth quarter of 2015 related to the settlement of disputes with mobile operators over amounts charged for voice traffic, including $16.3 million related to years prior to 2015, and (2) a decline in usage.

(e)

The increase in other revenue is primarily due to the net effect of (i) an increase in mobile handset sales, primarily attributable to a $144.6 million increase associated with the November 2014 introduction of a Split-contract Program , (ii) a decrease in interconnect revenue of $23.4 million, primarily due to a decline in SMS termination volumes in the U.K. , and (iii) a decrease in installation revenue of $12.6 million.

(f)	Represents the estimated impact of the U.K. Non-Cable Disposal . These non-cable subscribers were migrated to a third party during the first nine months of 2015.

---

(a)	The increase in cable subscription revenue related to a change in the average number of RGU s is attributable to increases in the average numbers of fixed-line telephony, broadband internet and enhanced video RGU s that were only partially offset by a decline in the average number of basic video RGU s.

(b)	The increase in cable subscription revenue related to a change in ARPU is attributable to (i) higher ARPU from broadband internet, video and fixed-line telephony services and (ii) an improvement in RGU mix.

(c)	The increase in mobile subscription revenue is due to the net effect of (i) an increase in the average number of mobile subscribers and (ii) lower ARPU .

(d)	The increase in B2B revenue is primarily due to higher revenue from (i) information technology security services and related equipment sales, (ii) data services and (iii) voice services.

(e)

The increase in other revenue is primarily due to the net effect of (i) an increase in mobile handset sales of $11.6 million, (ii) an increase in interconnect revenue of $9.2 million, primarily attributable to the net effect of (a) growth in mobile call volumes and (b) lower SMS usage, and (iii) a decrease in set-top box sales of $7.4 million, primarily due to a digital cable migration completed during the third quarter of 2014. The increase in Belgium’s mobile handset sales, which typically generate relatively low margins, is primarily due to the net effect of (1) an increase of $12.5 million associated with the June 2015 introduction of a Split-contract Program , (2) a decrease in subsidized handset sales and (3) higher revenue from contract termination fees applicable to subsidized handsets.

---

(a)	The pro forma decrease in cable subscription revenue related to a change in the average num ber of RGU s is attributable to declines in the average numbers of basic video, enhanced video and fixed-line telephony RGU s that were only partially offset by an increase in the average number of broadband internet RGU s.

(b)	The pro forma decrease in cable subscription revenue related to a change in ARPU is attributable to the net effect of (i) a net decrease due to (a) lower ARPU from video and fixed-line telephony services and (b) higher ARPU from broadband internet services and (ii) an improvement in RGU mix.

(c)	The pro forma increase in mobile subscription revenue is primarily due to an increase in the average number of mobile subscribers.

(d)

The pro forma decrease in other revenue is primarily due to (i) a decrease in revenue of $26.9 million resulting from the termination of a Ziggo partner network agreement shortly after the Ziggo Acquisition , (ii) a decrease in installation revenue and (iii) lower revenue from set-top box sales due to the fact that we stopped selling set-top boxes in the Netherlands during the first quarter of 2015.

---

(a)	The increase in cable subscription revenue related to a change in the average number of RGU s is attributable to increases in the average numbers of broadband internet, fixed-line telephony and enhanced video RGU s that were only partially offset by a decline in the average number of basic video RGU s.

(b)	The increase in cable subscription revenue related to a change in ARPU is attributable to (i) higher ARPU from broadband internet, video and fixed-line telephony services and (ii) an improvement in RGU mix.

(c)	The increase in B2B revenue is due to higher revenue from data and voice services.

(d)	The decrease in other revenue is primarily due to (i) a decrease from the unfavorable impact of $11.9 million of network usage revenue that Germany recorded during the first quarter of 2014 following the settlement of prior period amounts, (ii) a decrease in channel carriage fee revenue of $4.9 million and (iii) a decrease in interconnect revenue of $4.8 million.

---

(a)	The increase in cable subscription revenue related to a change in the average number of RGU s is attributable to increases in the average numbers of broadband internet, fixed-line telephony and enhanced video RGU s that were primarily offset by a decline in the average number of basic video RGU s.

(b)

The increase in cable subscription revenue related to a change in ARPU is due to an increase in both Switzerland and Austria. The increase in ARPU in Switzerland is attributable to (i) an improvement in RGU mix and (ii) a net increase due to (a) higher ARPU from video services and (b) lower ARPU from fixed-line telephony and broadband internet services. The increase in ARPU in Austria is attributable to the net effect of (1) a net increase due to (I) higher ARPU from video and broadband internet services and (II) lower ARPU from fixed-line telephony services and (2) an adverse change in RGU mix.

(c)	The increase in mobile subscription revenue is primarily due to an increase in the average number of mobile subscribers in Switzerland. Switzerland’s mobile services were launched during the second quarter of 2014.

(d)	The increase in B2B revenue is primarily due to a net increase in Switzerland from (i) higher revenue from voice and data services and (ii) lower revenue from construction services and equipment sales.

(e)	The increase in other revenue is due to the net effect of (i) an increase in mobile handset sales, which typically generate relatively low margins, (ii) a decrease in revenue from Austria’s non-cable subscriber base and (iii) a net increase resulting from individually insignificant changes in other non-subscription revenue categories.

(a)

The increase in cable subscription revenue related to a change in the average number of RGU s is attributable to the net effect of (i) increases in the average numbers of enhanced video, broadband internet and fixed-line telephony RGU s in Romania, Poland, Hungary and Slovakia, (ii) a decline in the average number of basic video RGU s in Poland, Hungary, Romania and Slovakia, (iii) an increase in the average number of DTH RGU s, (iv) declines in the average numbers of fixed-line telephony and enhanced video RGU s in the Czech Republic and (v) increases in the average numbers of basic video and broadband internet RGU s in the Czech Republic.

(b)

The decrease in cable subscription revenue related to a change in ARPU is attributable to the net effect of (i) a net decrease due to (a) lower ARPU from fixed-line telephony services, (b) lower ARPU from broadband internet services, primarily in Poland, and (c) higher ARPU from video services, primarily in Poland and Romania, and (ii) an improvement in RGU mix. In addition, the decline in ARPU includes the impact of a January 1, 2015 change in how VAT is calculated for UPC DTH ’s operations in Hungary, the Czech Republic and Slovakia, which reduced UPC DTH ’s revenue by $16.4 million.

---

(a)	The increase in cable subscription revenue related to a change in the average number of RGU s is attributable to increases in the average numbers of broadband internet and enhanced video RGU s that were only partially offset by declines in the average numbers of basic video and fixed-line telephony RGU s.

(b)

The increase in cable subscription revenue related to a change in ARPU is attributable to (i) a net increase due to (a) higher ARPU from video and broadband internet services and (b) lower ARPU from fixed-line telephony services and (ii) an improvement in RGU mix. In addition, the growth in ARPU was partially offset by a decrease in revenue due to the impact of a $2.5 million adjustment recorded during the first quarter of 2015 to reflect the retroactive application of a proposed tariff on ancillary services provided directly to customers for the period from July 2013 through February 2014.

(c)	The increase in mobile subscription revenue is due to (i) an increase in the average number of subscribers, as an increase in the average number of postpaid subscribers more than offset the decrease in the average number of prepaid subscribers, and (ii) higher ARPU , primarily due to a higher proportion of mobile subscribers on postpaid plans, which generate higher ARPU than prepaid plans .

(d)

The increase in other revenue is due to the net effect of (i) a decrease in interconnect revenue, (ii) an increase in installation revenue, (iii) an increase in advertising revenue and (iv) a net increase resulting from individually insignificant changes in other non-subscription revenue categories. The decrease in interconnect revenue is primarily due to (a) lower rates and (b) a decrease of $3.0 million related to the impact of adjustments recorded during the first and third quarters of 2015 to reflect the retroactive application of a tariff reduction to June 2012.

---

(a)	The increase in cable subscription revenue related to a change in the average number of RGU s is attributable to increases in the average numbers of fixed-line telephony, broadband internet and enhanced video RGU s.

(b)	The decrease in cable subscription revenue related to a change in ARPU is primarily due to an adverse change in RGU mix. Excluding the impact of RGU mix, ARPU was relatively unchanged due to the net effect of (i) higher ARPU from video and broadband internet services and (ii) lower ARPU from fixed-line telephony services.

---

(a)	The amount presented for 2016 includes the post-acquisition programming and other direct costs of services of BASE, which was acquired on February 11, 2016.

(b)	The amount presented for 2016 reflects the post-acquisition programming and other direct costs of services of CWC, which was acquired on May 16, 2016.

---

(c)	The amount presented for 2015 excludes the pre-acquisition programming and other direct costs of services of Choice , which was acquired on June 3, 2015.

•

An increase in programming and copyright costs of $207.5 million or 9.9%, primarily due to increases in U.K./Ireland and the Netherlands and, to a lesser extent, Belgium and Germany. These increases are primarily attributable to higher costs for certain premium and/or basic content, including increases of (i) $55.1 million associated with a sports programming contract entered into in August 2015 in U.K./Ireland and (ii) $19.2 million associated with a new Europe-wide programming contract that was entered into in June 2016 with retrospective impact to January 1, 2016. The increase in programming and copyright costs also includes the net effect of (a) an increase of $5.6 million in the Netherlands resulting from adjustments related to the settlement of operational contingencies recorded during the third and fourth quarters of 2015 and (b) a decrease of $3.5 million in U.K./Ireland associated with the reassessment of an accrual during the fourth quarter of 2016. In addition, growth in the number of enhanced video subscribers contributed to the increases in Germany and Belgium;

•

A decrease in mobile access and interconnect costs of $53.1 million or 4.8%, primarily due to the net effect of (i) a decline resulting from lower rates, primarily in U.K./Ireland , (ii) lower fixed-line telephony call volumes in U.K./Ireland and, to a lesser extent, the Netherlands, Belgium and Germany, (iii) higher mobile usage in U.K./Ireland and, to a lesser extent, Switzerland/Austria and Belgium, (iv) a $6.6 million decrease in Belgium due to the release of an accrual during the second quarter of 2016 as a result of the settlement of an operational contingency, (v) a decrease of $4.2 million in U.K./Ireland related to the settlement of disputes with mobile operators over amounts charged for voice traffic during the fourth quarter of 2015 and (vi) an increase of $3.9 million in Switzerland/Austria related to the settlement of an operational contingency during the third quarter of 2015; and

•

An increase in mobile handset costs of $11.3 million, primarily due to the net effect of (i) higher mobile handset sales volumes, as increases in U.K./Ireland and, to a lesser extent, Germany and Switzerland/Austria were only partially offset by lower handset sales in Belgium and (ii) a lower average cost per handset sold in U.K./Ireland . The lower number of handsets sold in Belgium is primarily attributable to a reduction in subsidized handset promotions.

•

An increase in programming and copyright costs of $10.9 million or 4.4%, primarily associated with the net effect of (i) growth in the number of enhanced video subscribers in Chile, (ii) decreased costs for certain premium content in Puerto Rico and (iii) an increase arising from foreign currency exchange rate fluctuations, after giving effect to derivative instruments that hedge the currency exposure associated with Chile’s U.S. dollar denominated programming contracts. A significant portion of Chile’s programming contracts are denominated in U.S. dollars. During 2016, CWC began broadcasting live Premier League games in a number of its markets pursuant to a new multi-year agreement. The cost of the rights to broadcast these games, which are excluded from the calculation of organic growth, will continue to result in significant increases to CWC ’s programming costs;

•	An increase in mobile handset costs of $3.7 million, primarily due to higher mobile handset sales in Chile; and

•	A decrease in mobile access and interconnect costs of $1.7 million or 5.1%, primarily attributable to the net effect of (i) lower mobile access charges and, to a lesser extent, lower mobile usage in Chile and (ii) a $2.3 million increase in Chile related to an adjustment that was recorded in the first quarter of 2015 to reflect a February 2015 tariff decline that was retroactive to May 2014.

---

(a)	The amount presented for 2014 excludes the pre-acquisition programming and other direct costs of services of Ziggo , which was acquired on November 11, 2014.

(b)	The amount presented for 2015 includes the post-acquisition programming and other direct costs of services of Choice , which was acquired on June 3, 2015.

•

An increase in programming and copyright costs of $193.7 million or 9.9%, primarily due to increases in U.K./Ireland and, to a lesser extent, Belgium. The increased costs in (i) U.K./Ireland are primarily due to higher costs for certain premium and basic content, due in part to a new sports programming contract entered into in August 2015, and (ii) Belgium are primarily due to (a) higher costs for certain premium content and (b) growth in the number of enhanced video subscribers. The increase in programming and copyright costs also includes a $29.4 million net increase resulting from the impact of certain adjustments related to the settlement or reassessment of operational contingencies. The adjustments recorded during 2015 resulted in lower costs of $10.4 million, including a $6.5 million benefit in the Netherlands that we recorded during the third and fourth quarters of 2015 and a $3.9 million benefit in Germany that we recorded during the fourth quarter of 2015. The adjustments recorded during 2014 resulted in lower costs of $39.8 million, including (1)

---

•

An increase in mobile handset costs of $42.1 million, largely due to the net impact of (i) an increase in the proportion of higher-value handsets sold in U.K./Ireland and, to a lesser extent, increased mobile handset costs in Belgium, due in part to the impact of a Split-contract Program implemented in the U.K. in November 2014 and in Belgium in June 2015, (ii) a decrease in costs as a result of continued growth of subscriber identification module or “SIM”-only contracts in U.K./Ireland and (iii) a decrease in costs associated with the impact of subscriber promotions involving free or heavily-discounted handsets that were offered in Belgium during 2014; and

•

An increase in mobile access and interconnect costs of $1.7 million or 0.1%, primarily due to the net effect of (i) increased costs, primarily in U.K./Ireland and Belgium, attributable to higher mobile usage and, in the case of Belgium, mobile subscriber growth, (ii) a decline resulting from lower rates, primarily in U.K./Ireland and Germany, (iii) lower fixed-line telephony call volumes, primarily related to the net impact of declines in U.K./Ireland and the Netherlands and increases in Switzerland/Austria, (iv) increased costs associated with B2B services in U.K./Ireland , (v) an increase of $4.4 million in U.K./Ireland related to the settlement of disputes with mobile operators over amounts charged for voice traffic during the fourth quarter of 2015 and (vi) a decrease of $4.2 million in Switzerland/Austria related to the settlement of an operational contingency during the third quarter of 2015.

•

An increase in programming and copyright costs of $24.9 million or 10.7%, primarily associated with (i) increases in Chile and, to a lesser extent, Puerto Rico, due to growth in the numbers of enhanced video subscribers and, in the case of Puerto Rico, increased costs for certain content, and (ii) an increase of $5.6 million arising from foreign currency exchange rate fluctuations with respect to Chile’s U.S. dollar denominated programming contracts. A significant portion of Chile’s programming contracts are denominated in U.S. dollars; and

•

An increase in mobile access and interconnect costs of $6.1 million or 8.1%, primarily attributable to the net effect of (i) an increase in Chile related to (a) higher roaming costs due to the impact of increased volumes and (b) higher interconnect costs resulting from the net effect of increased call volumes and lower rates, (ii) a decrease of $5.1 million in mobile access charges in Chile due to a February 2015 tariff decline that was retroactive to May 2014, including a decrease of $2.5 million related to 2014 access charges, and (iii) an increase in Puerto Rico related to additional capacity agreements with third-party internet providers.

---

(a)	The amount presented for 2016 includes the post-acquisition other operating expenses of BASE, which was acquired on February 11, 2016.

(b)	The amount presented for 2016 reflects the post-acquisition other operating expenses of CWC, which was acquired on May 16, 2016.

---

(c)	The amount presented for 2015 excludes the pre-acquisition other operating expenses of Choice , which was acquired on June 3, 2015.

•

A decrease in personnel costs of $29.0 million or 3.2%, due primarily to the net effect of (i) decreased staffing levels, as decreases in U.K./Ireland , Switzerland/Austria and the Netherlands were only partially offset by increases in the European Division ’s central operations and Belgium, (ii) annual wage increases, (iii) decreased costs in U.K./Ireland resulting from higher proportions of capitalized labor costs associated with the Network Extensions , (iv) lower costs related to certain employee benefits in U.K./Ireland and the European Division ’s central operations and (v) lower incentive compensation costs, primarily in U.K./Ireland ;

•

An increase in network-related expenses of $15.5 million or 2.2%. This increase is primarily due to the net effect of (i) an $18.1 million increase resulting from retroactive adjustments recorded during the first and second quarters of 2015 to reflect lower local authority charges for certain elements of network infrastructure in the U.K. , (ii) higher network maintenance costs, as increases in Belgium, U.K./Ireland , Hungary and Poland were only partially offset by decreases in the Netherlands and Switzerland/Austria, (iii) lower outsourced labor costs primarily associated with customer-facing activities in Germany and U.K./Ireland , (iv) a $6.2 million decrease in U.K./Ireland associated with the settlement of an operational contingency during the first quarter of 2016, (v) higher energy costs, as increases in Belgium, the Netherlands and Germany were only partially offset by lower costs in U.K./Ireland , (vi) a net decrease of $5.5 million in Germany associated with certain reassessments of an accrual during 2016 and 2015 and (vii) a decrease of $2.5 million as a result of costs incurred during the first half of 2015 associated with network harmonization activities following the Ziggo Acquisition . For information regarding increased charges for network infrastructure in the U.K. that are expected to become effective April 1, 2017, see note 17 to our consolidated financial statements;

•	A decrease in bad debt and collection expenses of $11.2 million or 8.3%, primarily related to declines in U.K./Ireland , the Netherlands, Hungary and Switzerland/Austria that were only partially offset by increases in Germany and Poland;

•

An increase in outsourced labor and professional fees of $10.5 million or 2.9%, primarily due to (i) an increase in call center costs, as higher costs in U.K./Ireland were only partially offset by lower costs in Switzerland/Austria and the Netherlands and (ii) higher consulting costs, as increases in the European Division ’s central operations, Switzerland/Austria and the Netherlands were only partially offset by decreases in Belgium and U.K./Ireland . The lower call center costs in the Netherlands are attributable to a decrease of $12.7 million associated with third-party costs related to network and product harmonization activities and certain other third-party customer care costs following the Ziggo Acquisition ;

•	An increase in information technology-related expenses of $9.0 million or 9.6%, as higher software and other information technology-related service and maintenance costs in the European Division ’s central operations, Germany and the Netherlands were only partially offset by a decrease in U.K./Ireland ;

•	A decrease in facilities expenses of $7.5 million or 12.7%, primarily due to lower costs in U.K./Ireland and the Netherlands;

•	A decrease in vehicle expenses of $4.8 million or 10.7%, primarily related to lower costs for company vehicles in U.K./Ireland , the Netherlands, Switzerland/Austria and Hungary due largely to fewer vehicles and the impact of the conversion of certain operating leases to capital leases; and

•	A net decrease resulting from individually insignificant changes in other operating expense categories.

---

•	An increase in outsourced labor and professional fees of $4.6 million or 14.1%, primarily due to higher call center costs in Chile;

•	A decrease in personnel costs of $2.0 million or 10.7%, primarily due to (i) annual wage decreases in Chile and (ii) lower staffing levels in Puerto Rico;

•	A decrease in bad debt and collection expenses of $1.2 million or 2.9%, predominantly in Puerto Rico;

•	An increase in network-related expenses of $1.0 million or 2.1%, primarily due to the net effect of (i) higher energy costs in Chile and (ii) lower outsourced labor costs associated with customer-facing activities in Puerto Rico; and

•	An increase resulting from individually insignificant changes in other operating expense categories .

---

(a)	The amount presented for 2014 excludes the pre-acquisition other operating expenses of Ziggo , which was acquired on November 11, 2014.

(b)	The amount presented for 2015 includes the post-acquisition other operating expenses of Choice , which was acquired on June 3, 2015.

---

•	An increase in information technology-related expenses of $29.1 million or 40.2%, primarily due to higher software and other information technology-related service and maintenance costs, primarily in U.K./Ireland , the European Division ’s central operations and Belgium;

•

A decrease in personnel costs of $17.6 million or 1.9%, due primarily to the net effect of (i) lower incentive compensation costs, predominantly in U.K./Ireland , (ii) increased staffing levels, primarily in the European Division ’s central operations, (iii) decreased costs in U.K./Ireland due to higher capitalized labor costs associated with the Network Extensions , (iv) annual wage increases, largely in U.K./Ireland , and (v) lower costs related to certain employee benefits in the Netherlands;

•

An increase in outsourced labor and professional fees of $15.8 million or 4.4%, primarily due to the net effect of (i) higher call center costs in the Netherlands and U.K./Ireland and (ii) lower consulting costs, as a decrease in the European Division ’s central operations was only partially offset by increases in Belgium and the Netherlands. The higher call center costs in the Netherlands represent third-party costs that are primarily related to network and product harmonization activities following the Ziggo Acquisition that, together with certain other third-party customer care costs, accounted for an increase of $17.3 million; and

•

A decrease in network-related expenses of $9.6 million or 1.2%. This decrease includes (i) lower outsourced labor costs associated with customer-facing activities in U.K./Ireland , (ii) lower costs of $8.6 million in U.K./Ireland associated with the reassessment of accruals or operational contingencies in 2015, (iii) an increase in third-party costs incurred in the Netherlands of $2.8 million related to the harmonization of the Ziggo and Ziggo Services networks following the Ziggo Acquisition and (iv) a decrease in network maintenance costs, as decreases in U.K./Ireland and Switzerland/Austria were largely offset by increases in the Netherlands, Germany and Belgium. The decrease in network-related expense also includes the impact of reductions in local authority charges for certain elements of network infrastructure in the U.K. arising from successful appeals during the last half of 2014 and the first half of 2015. As compared to 2014, these reductions in local authority charges resulted in an increase in U.K./Ireland ’s network-related expenses of $8.6 million.

•	A decrease in personnel costs of $7.1 million or 12.7%, largely due to (i) lower incentive compensation costs in Chile and (ii) decreased costs related to higher proportions of employees devoted to the development of new billing and customer care systems and other capitalizable activities in Chile;

•	An increase in network-related expenses of $4.4 million or 10.3%, primarily due to an increase in network maintenance costs in Chile;

•	An increase of $4.1 million due to the impact of favorable adjustments recorded in Chile during the fourth quarter of 2014 related to the reassessment of certain accrued liabilities; and

•	An increase in outsourced labor and professional fees of $3.2 million or 9.5%, primarily due to higher call center costs in Chile.

---

(a)	The amount presented for 2016 includes the post-acquisition SG&A expenses of BASE, which was acquired on February 11, 2016.

(b)	The amount presented for 2016 reflects the post-acquisition SG&A expenses of CWC, which was acquired on May 16, 2016.

---

(c)	The amount presented for 2015 excludes the pre-acquisition SG&A expenses of Choice , which was acquired on June 3, 2015.

(a)	General and administrative expenses include all personnel-related costs within our SG&A expenses, including personnel-related costs associated with our sales and marketing function.

•	An increase in personnel costs of $49.6 million or 5.0%, primarily due to (i) increased staffing levels, as increases in U.K./Ireland , the European Division ’s central operations, Germany and, to a lesser extent, Switzerland/Austria, were only partially offset by decreased staffing levels in the Netherlands and (ii) annual wage increases;

•

A decrease in external sales and marketing costs of $15.1 million or 1.8%, primarily due to the net effect of (i) lower costs associated with advertising campaigns, as decreases in U.K./Ireland , the Netherlands and Switzerland/Austria were only partially offset by higher costs in Belgium, (ii) higher third-party sales commissions, as increases in Germany and U.K./Ireland were only partially offset by a decline in the Netherlands, (iii) lower third-party costs in the Netherlands of $4.0 million related to the impact of rebranding costs incurred during the 2015 period following the Ziggo Acquisition and (iv) a net increase of $0.3 million in Germany, as the reassessments of accruals led to offsetting reductions of $3.7 million and $4.0 million during 2016 and 2015, respectively;

•	An increase in facilities expenses of $9.3 million or 4.6%, primarily due to higher rent and other facilities-related expenses in the European Division ’s central operations, Germany, Belgium, the Netherlands and U.K./Ireland ;

•	An increase of $8.4 million due to the impact of an accrual release during the second quarter of 2015 related to the resolution of a contingency associated with universal service obligations in Belgium;

•

A decrease in outsourced labor and professional fees of $5.2 million or 3.1%, due to the net effect of (i) increased legal costs in the European Division ’s central operations and Belgium, (ii) a decrease in consulting costs, as decreases in the European Division ’s central operations and U.K./Ireland were only partially offset by increases in Belgium and the Netherlands, and (iii) a net decrease resulting from other individually insignificant changes. The decrease in consulting

---

•	An increase in outsourced call center expenses of $5.1 million of 12.3%, primarily due to increases in the Netherlands and U.K./Ireland ; and

•	An increase in information technology-related expenses of $2.6 million or 2.4%, primarily due to higher software and other information technology-related maintenance costs in the European Division ’s central operations and Belgium that were only partially offset by a decrease in these costs in the Netherlands.

•

A $12.6 million decrease associated with the effective settlement of the PRTC Claim including (i) a $5.1 million reduction that represents the net impact of the reversal of the provision and related indemnification asset associated with the PRTC Claim that were originally recorded in connection with the OneLink Acquisition and (ii) the receipt of $7.5 million of indemnification proceeds from the former owners of OneLink . For additional information, see note 17 to our consolidated financial statements;

•	An increase of $9.9 million associated with integration costs incurred during 2016 to integrate Columbus (acquired by CWC on March 31, 2015) with CWC ’s operations and CWC ’s operations with Liberty Global and the LiLAC Division . These costs are excluded from the Acquisition Impact for CWC and, accordingly, are included in the calculation of organic growth;

•	An increase in personnel costs of $2.3 million or 3.5%, primarily in Chile, as increases in staffing levels and higher incentive compensation costs were only partially offset by lower severance costs; and

•	A decrease in facilities expenses of $2.2 million or 6.2%, primarily due to lower facilities maintenance and utility costs in Chile.

---

(a)	The amount presented for 2014 excludes the pre-acquisition SG&A expenses of Ziggo , which was acquired on November 11, 2014.

(b)	The amount presented for 2015 includes the post-acquisition SG&A expenses of Choice , which was acquired on June 3, 2015.

---

(a)	General and administrative expenses include all personnel-related costs within our SG&A expenses, including personnel-related costs associated with our sales and marketing function.

•

An increase in outsourced labor and professional fees of $22.4 million or 13.5%, primarily due to the net effect of (i) increased consulting costs associated with (a) strategic initiatives in U.K./Ireland and (b) scale initiatives in the areas of information technology and finance in the European Division’s central operations, (ii) the positive impact of a $7.8 million increase associated with consulting fees incurred during the third quarter of 2014 in connection with the reduction in local authority charges for certain elements of network infrastructure in the U.K., as discussed under Other Operating Expenses of our Reportable Segments above, (iii) increased consulting costs related to integration activities in (1) Belgium of $9.0 million and (2) the Netherlands and the European Division ’s central operations of $1.6 million, (iv) decreased consulting costs related to strategic initiatives in Germany, (v) decreased legal costs in U.K./Ireland and (vi) an increase of $2.7 million in U.K./Ireland associated with consulting fees incurred during the fourth quarter of 2015 in connection with the settlement of disputes with mobile operators over amounts charged for voice traffic;

•

An increase in personnel costs of $16.9 million or 1.7%, primarily due to the net effect of (i) increased staffing levels, primarily in the European Division’s central operations, Germany and U.K./Ireland , (ii) lower incentive compensation costs, as decreases in U.K./Ireland and the Netherlands were only partially offset by an increase in Belgium, (iii) annual wage increases, largely in U.K./Ireland , (iv) lower costs related to certain employee benefits in the Netherlands, (v) decreased costs in U.K./Ireland due to higher capitalized labor costs associated with the Network Extensions , (vi) a $3.2 million increase in the European Division’s central operations due to the impact of an accrual release recorded in the fourth quarter of 2014 associated with the settlement of an operational contingency and (vii) higher temporary personnel costs in the Netherlands of $2.0 million related to integration activities in connection with the Ziggo Acquisition ;

•	A decrease of $10.4 million due to an accrual release recorded during the second quarter of 2015 related to the resolution of a contingency associated with universal service obligations in Belgium;

•

A decrease in external sales and marketing costs of $9.2 million or 1.1%, primarily due to the net effect of (i) higher third-party sales commissions, as an increase in Germany was only partially offset by a decline in U.K./Ireland , (ii) lower costs associated with advertising campaigns, as decreases in the Netherlands, Germany and U.K./Ireland were only partially offset by an increase in Belgium, (iii) a decrease of $4.7 million in Germany due to the impact of accrual releases

---

•	A decrease in information technology-related expenses of $1.6 million or 1.5%, primarily due to lower software and information technology-related maintenance costs, as decreases in Germany and U.K./Ireland were only partially offset higher costs in the European Division’s central operations.

•	An increase in external sales and marketing costs of $4.4 million or 7.4%, primarily due to higher third-party sales commissions in Chile;

•	A decrease of $2.2 million, due to lower costs associated with the national gross receipts tax that was implemented in Puerto Rico in July 2014. In 2015, it was determined that the tax would not be continued beyond 2014;

•	An increase in facilities expenses of $2.0 million or 7.7%, primarily due to higher rental and utility costs in Chile;

•	A decrease in outsourced labor and professional fees of $1.8 million or 13.5% , primarily due to lower fees associated with legal proceedings in Puerto Rico;

•	An increase of $1.6 million due to the impact of favorable adjustments that were recorded in Chile during the fourth quarter of 2014 related to the reassessment of certain accrued liabilities;

•	A decrease in personnel costs of $1.3 million or 1.8%, primarily due to the net effect of (i) a decrease in Chile due to lower incentive compensation and severance costs and (ii) annual wage increases; and

•	A net increase resulting from individually insignificant changes in other SG&A expense categories.

---

(a)	The amount presented for 2016 includes the post-acquisition Adjusted OIBDA of BASE, which was acquired on February 11, 2016.

(b)	The amount presented for 2016 reflects the post-acquisition Adjusted OIBDA of CWC, which was acquired on May 16, 2016.

(c)	The amount presented for 2015 excludes the pre-acquisition Adjusted OIBDA of Choice , which was acquired on June 3, 2015.

---

(a)	The amount presented for 2014 excludes the pre-acquisition Adjusted OIBDA of Ziggo , which was acquired on November 11, 2014.

(b)	The amount presented for 2015 includes the post-acquisition Adjusted OIBDA of Choice , which was acquired on June 3, 2015.

---

---

(a)

Subscription revenue includes amounts received from subscribers for ongoing services, excluding installation fees and late fees. 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 cable and mobile products or the composition of bundles can contribute to changes in our product revenue categories from period to period.

(b)	Mobile subscription revenue excludes mobile interconnect revenue of $313.4 million and $212.7 million during 2016 and 2015 , respectively. Mobile interconnect revenue and revenue from mobile handset sales are included in other revenue.

(c)

B2B revenue includes revenue from business broadband internet, video, voice, mobile and data services offered to medium to large enterprises and, on a wholesale basis, to other operators. We also provide services to certain SOHO subscribers. SOHO subscribers pay a premium price to receive expanded service levels along with video, broadband internet, fixed-line telephony or mobile services that are the same or similar to the mass marketed products offered to our residential subscribers. Revenue from SOHO subscribers, which is included in subscription revenue, aggregated $491.8 million and $319.2 million during 2016 and 2015 , respectively. On an organic basis, our total B2B revenue, including revenue from SOHO subscribers, increased 5.4% during 2016 , as compared to 2015 . A portion of the increase in our SOHO revenue is attributable to the conversion of our residential subscribers to SOHO subscribers.

(d)	Other revenue includes, among other items, interconnect fees, mobile handset sales, channel carriage fees and installation fees .

---

---

(a)	Mobile subscription revenue excludes mobile interconnect revenue of $281.9 million and $209.2 million during 2016 and 2015 , respectively. Mobile interconnect revenue and revenue from mobile handset sales are included in other revenue.

(b)	Revenue from SOHO subscribers, which is included in subscription revenue, aggregated $466.0 million and $298.6 million during 2016 and 2015 , respectively. On an organic basis, the Liberty Global Group ’s total B2B revenue, including revenue from SOHO subscribers, increased 6.7% during 2016 , as compared to 2015 .

(a)	Mobile subscription revenue excludes mobile interconnect revenue of $31.5 million and $3.5 million during 2016 and 2015 , respectively. Mobile interconnect revenue and revenue from mobile handset sales are included in other revenue.

(b)	Revenue from SOHO subscribers, which is included in subscription revenue, aggregated $25.8 million and $20.6 million during 2016 and 2015 , respectively. On an organic basis, the LiLAC Group ’s total B2B revenue, including revenue from SOHO subscribers, increased 1.3% during 2016 , as compared to 2015 .

---

---

(a)	Includes share-based compensation expense related to (i) Liberty Global PSU s, (ii) the Challenge Performance Awards and (iii) the PGUs .

(b)

In connection with the LiLAC Transaction , our compensation committee approved the 2015 Award Modifications (as defined and described in note 13 to our consolidated financial statements) in accordance with the underlying share-based incentive plans. As a result of the 2015 Award Modifications , we recognized $16.1 million and $69.3 million of incremental expense during 2016 and 2015, respectively.

(c)

Represents the share-based compensation expense associated with Telenet ’s share-based incentive awards, which, at December 31, 2016 , included (i) warrants and employee stock options ( 2,473,404 awards outstanding at a weighted average exercise price of €43.70 ( $46.09 )), (ii) performance-based specific stock option plans for the Chief Executive Officer ( 745,000 awards outstanding at a weighted average exercise price of €40.60 ( $42.82 )), (iii) performance-based share awards ( 173,640 awards outstanding) and (iv) performance-based specific stock option plans for employees ( 18,750 awards outstanding at a weighted average exercise price of €48.83 ( $51.50 )).

---

---

---

(a)

The gain during 2016 is primarily attributable to the net effect of (i) gains associated with decreases in the values of the British pound sterling and euro relative to the U.S. dollar, (ii) losses associated with decreases in market interest rates in the British pound sterling, euro and Chilean peso markets, (iii) losses associated with increases in market interest rates in the U.S. dollar market, (iv) losses associated with an increase in the value of the Chilean peso relative to the U.S. dollar, and (v) gains associated with increases in market interest rates in the Swiss franc and Polish zloty markets. In addition, the gain during 2016 includes a net loss of $16.4 million resulting from changes in our credit risk valuation adjustments. The gain during 2015 is primarily attributable to the net effect of (a) gains associated with decreases in the values of the euro, British pound sterling and Chilean peso relative to the U.S. dollar, (b) losses associated with an increase in the value of the Swiss franc relative to the euro and (c) gains associated with increases in market interest rates in the Chilean peso market. In addition, the gain during 2015 includes a net loss of $9.3 million resulting from changes in our credit risk valuation adjustments.

(b)	For information concerning the factors that impact the valuations of our equity-related derivative instruments, see note 8 to our consolidated financial statements.

---

(a)	Amounts primarily relate to (i) loans between certain of our non-operating and operating subsidiaries in Europe, which generally are denominated in the currency of the applicable operating subsidiary, and (ii) loans between certain of our non-operating subsidiaries in the U.S. and Europe.

---

(a)	The amount for 2016 includes a gain of $84.4 million related to an investment that was sold during the third quarter of 2016.

---

---

---

(a)

Subscription revenue includes amounts received from subscribers for ongoing services, excluding installation fees and late fees. 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 cable and mobile products or the composition of bundles can contribute to changes in our product revenue categories from period to period.

(b)	Mobile subscription revenue excludes mobile interconnect revenue of $212.7 million and $245.0 million during 2015 and 2014 , respectively. Mobile interconnect revenue and revenue from mobile handset sales are included in other revenue.

(c)

B2B revenue includes revenue from business broadband internet, video, voice, mobile and data services offered to medium to large enterprises and, on a wholesale basis, to other operators. We also provide services to certain SOHO subscribers. SOHO subscribers pay a premium price to receive expanded service levels along with video, broadband internet, fixed-line telephony or mobile services that are the same or similar to the mass marketed products offered to our residential subscribers. Revenue from SOHO subscribers, which is included in subscription revenue, aggregated $319.2 million and $216.5 million during 2015 and 2014 , respectively. On an organic basis, our total B2B revenue, including revenue from SOHO subscribers, increased 10.7% during 2015 , as compared to 2014 . A portion of the increase in our SOHO revenue is attributable to the conversion of our residential subscribers to SOHO subscribers.

(d)	Other revenue includes, among other items, interconnect, mobile handset sales, channel carriage fee and installation revenue.

---

---

(a)	Mobile subscription revenue excludes mobile interconnect revenue of $209.2 million and $242.2 million during 2015 and 2014 , respectively. Mobile interconnect revenue and revenue from mobile handset sales are included in other revenue.

(b)	Revenue from SOHO subscribers, which is included in subscription revenue, aggregated $298.6 million and $199.2 million during 2015 and 2014 , respectively. On an organic basis, the Liberty Global Group’s total B2B revenue, including revenue from SOHO subscribers, increased 10.6% during 2015 , as compared to 2014 .

(a)	Mobile subscription revenue excludes mobile interconnect revenue of $3.5 million and $2.8 million during 2015 and 2014 , respectively. Mobile interconnect revenue and revenue from mobile handset sales are included in other revenue.

(b)	Revenue from SOHO subscribers, which is included in subscription revenue, aggregated $20.6 million and $17.3 million during 2015 and 2014 , respectively. On an organic basis, the LiLAC Group’s total B2B revenue, including revenue from SOHO subscribers, increased 16.1% during 2015 , as compared to 2014 .

---

---

(a)	Includes share-based compensation expense related to (i) Liberty Global PSU s, (ii) the Challenge Performance Awards and (iii) the PGUs .

(b)	In connection with the LiLAC Transaction , our compensation committee approved the 2015 Award Modifications (as defined and described in note 13 to our consolidated financial statements) in accordance with the underlying share-based incentive plans. As a result of the 2015 Award Modifications , we recognized $69.3 million of incremental expense during 2015.

(c)	Represents the share-based compensation expense associated with Telenet ’s share-based incentive awards.

(d)	The amount for 2015 includes the reversal of $1.8 million of share-based compensation expense, primarily related to forfeitures of unvested PSUs during the first quarter of 2015.

---

---

(a)

The gain during 2015 is primarily attributable to the net effect of (i) gains associated with decreases in the values of the euro, British pound sterling and Chilean peso relative to the U.S. dollar, (ii) losses associated with an increase in the value of the Swiss franc relative to the euro and (iii) gains associated with increases in market interest rates in the Chilean peso market. In addition, the gain during 2015 includes a net loss of $9.3 million resulting from changes in our credit risk valuation adjustments. The gain during 2014 is primarily attributable to the net effect of (a) gains associated with decreases in the values of the euro, British pound sterling, Chilean peso and Swiss franc relative to the U.S. dollar, (b) losses associated with decreases in market interest rates in the euro, British pound sterling, Swiss franc and Chilean peso markets and (c) gains associated with decreases in the values of the Hungarian forint and Polish zloty relative to the euro. In addition, the gain during 2014 includes a net loss of $120.9 million resulting from changes in our credit risk valuation adjustments.

(b)	Upon completion of the Ziggo Acquisition , the Ziggo Collar was terminated.

(c)	For information concerning the factors that impact the valuations of our equity-related derivative instruments, see note 8 to our consolidated financial statements.

---

(a)	Amounts primarily relate to (i) loans between certain of our non-operating and operating subsidiaries in Europe, which generally are denominated in the currency of the applicable operating subsidiary, and (ii) loans between certain of our non-operating subsidiaries in the U.S. and Europe.

(b)	Amounts primarily relate to loans between certain of our subsidiaries in Europe and Chile.

---

(a)	For additional information regarding our investments and fair value measurements, see notes 6 and 8 , respectively, to our consolidated financial statements.

---

---

(a)	Represents the amount held by Liberty Global on a standalone basis, which is attributed to the Liberty Global Group .

(b)	Represents the aggregate amount held by subsidiaries attributed to the Liberty Global Group that are outside of our borrowing groups.

(c)	The Virgin Media borrowing group includes certain subsidiaries of Virgin Media , but excludes Virgin Media . The $0.2 million of cash and cash equivalents held by Virgin Media is included in the amount shown for the Liberty Global Group ’s unrestricted subsidiaries.

(d)	Represents the aggregate amount held by subsidiaries attributed to the LiLAC Group that are outside of our borrowing groups.

---

(e)	Except as otherwise noted, represents the aggregate amounts held by the parent entity and restricted subsidiaries of our borrowing groups.

(f)

CWC 's subsidiaries hold substantially all of CWC 's consolidated cash. The ability of certain of these subsidiaries to loan or distribute their cash to CWC is limited by foreign exchange restrictions, the existence of noncontrolling interests, tax considerations and restrictions contained within the debt agreements of certain CWC subsidiaries. As a result, a significant portion of the cash held by CWC subsidiaries is not considered to be an immediate source of corporate liquidity for CWC .

---

---

---

---

---

---

---

---

(a)

Excess tax benefits from share-based compensation represent the excess of tax deductions over the related financial reporting share-based compensation expense. The hypothetical cash flows associated with these excess tax benefits are reported as an increase to cash flows from financing activities and a corresponding decrease to cash flows from operating activities in our consolidated statements of cash flows.

(b)

For purposes of our consolidated statements of cash flows, expenses financed by an intermediary are treated as hypothetical operating cash outflows and hypothetical financing cash inflows when the expenses are incurred. When we pay the financing intermediary, we record financing cash outflows in our consolidated statements of cash flows. For purposes of our adjusted free cash flow definition, we add back the hypothetical operating cash outflow when these financed expenses are incurred and deduct the financing cash outflows when we pay the financing intermediary.

---

(a)

The commitments included in this table do not reflect any liabilities that are included in our December 31, 2016 consolidated balance sheet other than debt and capital lease obligations. Our liability for uncertain tax positions in the various jurisdictions in which we operate ( $358.9 million at December 31, 2016 ) has been excluded from the table as the amount and timing of any related payments are not subject to reasonable estimation.

(b)

Amounts are based on interest rates, interest payment dates, commitment fees and contractual maturities in effect as of December 31, 2016 . These amounts are presented for illustrative purposes only and will likely differ from the actual cash payments required in future periods. In addition, the amounts presented do not include the impact of our interest rate derivative contracts, deferred financing costs, original issue premiums or discounts.

---

•	Impairment of property and equipment and intangible assets (including goodwill);

•	Costs associated with construction and installation activities;

•	Useful lives of long-lived assets;

•	Fair value measurements; and

•	Income tax accounting.

---

---

---

---

Item 7A	. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

---

---

---

(i)	an instantaneous increase (decrease) of 10% in the value of the British pound sterling relative to the U.S. dollar would have decreased (increased) the aggregate fair value of the Virgin Media cross-currency and interest rate derivative contracts by approximately £821 million ( $1,014 million );

(ii)	an instantaneous increase (decrease) in the relevant base rate of 50 basis points (0.50%) would have increased (decreased) the aggregate fair value of the Virgin Media cross-currency and interest rate derivative contracts by approximately £120 million ( $148 million ); and

(iii)	an instantaneous increase (decrease) of 10% in the value of the euro relative to the U.S. dollar would have decreased (increased) the aggregate fair value of the Virgin Media cross-currency derivative contracts by approximately £38 million ( $47 million ).

(i)	an instantaneous increase (decrease) of 10% in the value of the Swiss franc, Polish zloty, Hungarian forint, Czech koruna and Romanian lei relative to the euro would have decreased (increased) the aggregate fair value of the UPC Broadband Holding cross-currency and interest rate derivative contracts by approximately €511 million ( $539 million );

---

(ii)	an instantaneous increase (decrease) of 10% in the value of the euro relative to the U.S. dollar would have decreased (increased) the aggregate fair value of the UPC Broadband Holding cross-currency and interest rate derivative contracts by approximately €241 million ( $254 million );

(iii)	an instantaneous increase (decrease) of 10% in the value of the Swiss franc relative to the U.S. dollar would have decreased (increased) the aggregate fair value of the UPC Broadband Holding cross-currency and interest rate derivative contracts by approximately €76 million ( $80 million ); and

(iv)	an instantaneous increase in the relevant base rate of 50 basis points (0.50%) would have increased the aggregate fair value of the UPC Broadband Holding cross-currency and interest rate derivative contracts by approximately €43 million ( $45 million ) and, conversely, a decrease of 50 basis points would have decreased the aggregate fair value by approximately €49 million ( $52 million ).

(i)	an instantaneous increase (decrease) of 10% in the value of the euro relative to the U.S. dollar would have decreased (increased) the aggregate fair value of the Telenet cross-currency derivative contracts by approximately €170 million ( $179 million ); and

(ii)	an instantaneous increase (decrease) in the relevant base rate of 50 basis points (0.50%) would have increased (decreased) the aggregate fair value of the Telenet cross currency, interest rate cap and swap contracts by approximately €124 million ( $131 million ).

---

(a)	Includes (i) the cash flows of our interest rate cap, collar and swap contracts and (ii) the interest-related cash flows of our cross-currency and interest rate swap contracts.

(b)	Includes the principal-related cash flows of our cross-currency swap contracts.

(c)	Includes amounts related to our equity-related derivative instruments and foreign currency forward contracts. We may elect to use cash or the collective value of the related shares and equity-related derivative instrument to settle the ITV Collar Loan , the Sumitomo Collar Loan and the Lionsgate Loan .

---

Item 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

Item 9A.	CONTROLS AND PROCEDURES

Item 9B.	OTHER INFORMATION

---

---

---

---

---

---

---

---

---

---

---

---

---

---

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 video, broadband internet, fixed-line telephony, mobile and other communications services to residential customers and businesses, with consolidated operations at December 31, 2016 in more than 30 countries.

In Europe, we provide residential and business-to-business ( B2B ) services in (i) the United Kingdom ( U.K. ) and Ireland through Virgin Media Inc. ( Virgin Media ), (ii) Germany through Unitymedia GmbH ( Unitymedia ), (iii) Belgium through Telenet Group Holding N.V. ( Telenet ), a 57.4 % -owned subsidiary, and (iv) seven other European countries through UPC Holding B.V. ( UPC Holding ). In addition, through the December 31, 2016 completion of the Dutch JV Transaction (as defined and described in note 5 ), we provided residential and B2B services in the Netherlands through VodafoneZiggo Holding B.V., formerly known as Ziggo Group Holding B.V., which we refer to herein as “ Ziggo Group Holding .” Virgin Media , Unitymedia and UPC Holding are each wholly-owned subsidiaries of Liberty Global . The operations of Virgin Media , Unitymedia , Telenet , UPC Holding and, through December 31, 2016 , Ziggo Group Holding are collectively referred to herein as the “ European Division .”

Outside of Europe, we provide residential and B2B services in (i) 18 countries, predominantly in Latin America and the Caribbean, through our wholly-owned subsidiary Cable & Wireless Communications Limited (formerly known as Cable & Wireless Communications Plc) ( CWC ), (ii) Chile through our wholly-owned subsidiary VTR.com SpA ( VTR ) and (iii) Puerto Rico through Liberty Cablevision of Puerto Rico LLC ( Liberty Puerto Rico ), an entity in which we hold a 60.0 % ownership interest. CWC also provides (a) B2B services in certain other countries in Latin America and the Caribbean and (b) wholesale services over its sub-sea and terrestrial networks that connect over 30 markets in that region. CWC owns less than 100% of certain of its consolidated subsidiaries, including Cable & Wireless Panama, SA ( CWC Panama ) (a 49.0 % -owned entity that owns most of our operations in Panama), The Bahamas Telecommunications Company Limited ( CWC BTC ) (a 49.0 % -owned entity that owns all of our operations in the Bahamas), Cable & Wireless Jamaica Limited ( CWC Jamaica ) (an 82.0 % -owned entity that owns the majority of our operations in Jamaica) and Cable & Wireless Barbados Limited ( CWC Barbados ) (an 81.1 % -owned entity that owns the majority of our operations in Barbados). The operations of CWC , VTR and Liberty Puerto Rico are collectively referred to herein as the “ LiLAC Division .”

On July 1, 2015, we completed the approved steps of the “ LiLAC Transaction ” whereby we (i) reclassified our then outstanding Class A, Class B and Class C Liberty Global ordinary shares into corresponding classes of new Liberty Global ordinary shares (collectively, the Liberty Global Shares ) and (ii) capitalized a portion of our share premium account and distributed as a dividend (or a “bonus issue” under U.K. law) our LiLAC Class A, Class B and Class C ordinary shares (collectively, the LiLAC Shares ). In these notes, the term “ Old Liberty Global Shares ” refers to our previously-outstanding Class A, Class B and Class C Liberty Global ordinary shares. Pursuant to the LiLAC Transaction , each holder of Class A, Class B and Class C Old Liberty Global Shares remained a holder of the same amount and class of Liberty Global Shares and received one share of the corresponding class of LiLAC Shares for each 20 Old Liberty Global Shares held as of the record date for such distribution. Accordingly, we issued 12,625,362 Class A, 523,626 Class B and 30,776,883 Class C LiLAC Shares . Cash was issued in lieu of fractional LiLAC Shares . The impact of the LiLAC Transaction on our capitalization and earnings (loss) per share presentation has been reflected in these consolidated financial statements prospectively from July 1, 2015. Accordingly, (a) our net earnings (loss) attributed to Liberty Global Shares and LiLAC Shares relates to periods subsequent to July 1, 2015 and (b) our net loss attributed to Old Liberty Global Shares relates to periods prior to July 1, 2015.

The Liberty Global Shares and the LiLAC Shares are tracking shares. Tracking shares are intended by the issuing company to reflect or “track” the economic performance of a particular business or “group,” rather than the economic performance of the company as a whole. The Liberty Global Shares and the LiLAC Shares are intended to track the economic performance of the Liberty Global Group and the LiLAC Group , respectively (each as defined and described below). While the Liberty Global Group and the LiLAC Group have separate collections of businesses, assets and liabilities attributed to them, neither group is a separate legal entity and therefore cannot own assets, issue securities or enter into legally binding agreements. Holders of tracking shares have no direct claim to the group’s assets and are not represented by separate boards of directors. Instead, holders of tracking shares are shareholders of the parent corporation, with a single board of directors, and are subject to all of the risks and liabilities of the parent corporation. We and our subsidiaries each continue to be responsible for our respective liabilities. Holders of Liberty Global Shares , LiLAC Shares and any other of our capital shares designated as ordinary shares from time to time will continue to be subject to risks associated with an investment in our company as a whole, even if a holder does not own both Liberty Global Shares and LiLAC Shares .

---

The “ LiLAC Group ” comprises our businesses, assets and liabilities in Latin America and the Caribbean and has attributed to it (i) LGE Coral Holdco Limited ( LGE Coral ) and its subsidiaries, which include CWC , (ii) VTR Finance B.V. ( VTR Finance ) and its subsidiaries, which include VTR , (iii) Lila Chile Holding B.V. ( Lila Chile Holding ), which is the parent entity of VTR Finance , (iv) LiLAC Communications Inc. (formerly known as LiLAC Holdings Inc.) ( LiLAC Communications ) and its subsidiaries, which include Liberty Puerto Rico , and (v) prior to July 1, 2015, the costs associated with certain corporate employees of Liberty Global that are exclusively focused on the management of the LiLAC Group (the LiLAC Corporate Costs ). Effective July 1, 2015, these corporate employees were transferred to LiLAC Communications . The “ Liberty Global Group ” comprises our businesses, assets and liabilities not attributed to the LiLAC Group , including Virgin Media , Ziggo Group Holding ( through December 31, 2016 ), Unitymedia , Telenet , UPC Holding , our corporate entities (excluding LiLAC Communications ) and certain other less significant entities.

For additional information regarding our tracking share capital structure, including unaudited attributed financial information of the Liberty Global Group and the LiLAC Group , see Exhibit 99.1 to this Annual Report on Form 10-K.

On January 31, 2014, we completed the sale of substantially all of the assets (the Chellomedia Disposal Group ) of Chellomedia B.V. ( Chellomedia ) (the Chellomedia Transaction ). Chellomedia held certain of our programming interests in Europe and Latin America. We have accounted for the sale of the Chellomedia Disposal Group as a discontinued operation in our consolidated financial statements. For additional information regarding our discontinued operation, see note 5 .

Accounting Changes

In April 2015, the Financial Accounting Standards Board ( FASB ) issued Accounting Standards Update ( ASU ) No. 2015-03, Simplifying the Presentation of Debt Issuance Costs ( ASU 2015-03 ), which requires debt issuance costs related to a recognized debt liability to be presented on the balance sheet as a reduction of debt, similar to the presentation of debt discounts. For public entities, ASU 2015-03 was effective for annual reporting periods beginning after December 15, 2015. We adopted ASU 2015-03 on January 1, 2016 and, accordingly, deferred financing costs are presented as a reduction of debt in our December 31, 2016 and 2015 consolidated balance sheets. Prior to the adoption of ASU 2015-03 , we presented deferred financing costs in other assets, net.

Recent Accounting Pronouncements

ASU 2014-09

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers ( ASU 2014-09 ), which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. ASU 2014-09 , as amended by ASU No. 2015-14, will replace existing revenue recognition guidance when it becomes effective for annual and interim reporting periods beginning after December 15, 2017. This new standard permits the use of either the retrospective or cumulative effect transition method. We will adopt ASU 2014-09 effective January 1, 2018 using the cumulative effect transition method. While we are continuing to evaluate the effect that ASU 2014-09 will have on our consolidated financial statements, we have identified a number of our current revenue recognition policies that will be impacted by ASU 2014-09 , including the accounting for (i) time-limited discounts and free periods provided to our customers and (ii) certain up-front fees charged to our customers. These impacts are discussed below:

•

When we enter into contracts to provide services to our customers, we often provide time-limited discounts or free service periods. Under current accounting rules, we recognize revenue net of discounts during the promotional periods and do not recognize any revenue during free service periods. Under ASU 2014-09 , revenue recognition will be accelerated for these contracts as the impact of the discount or free service period will be recognized uniformly over the total contractual period.

---

•

When we enter into contracts to provide services to our customers, we often charge installation or other up-front fees. Under current accounting rules, installation fees related to services provided over our cable networks are recognized as revenue in the period during which the installation occurs to the extent these fees are equal to or less than direct selling costs. Under ASU 2014-09 , these fees will generally be deferred and recognized as revenue over the contractual period, or longer if the up-front fee results in a material renewal right.

As the above revenue recognition changes have offsetting impacts and both result in a relatively minor shift in the timing of revenue recognition, we currently do not expect ASU 2014-09 to have a material impact on our reported revenue.

ASU 2014-09 will also impact our accounting for certain upfront costs directly associated with obtaining and fulfilling customer contracts.  Under our current policy, these costs are expensed as incurred unless the costs are in the scope of another accounting topic that allows for capitalization. Under ASU 2014-09 , the upfront costs that are currently expensed as incurred will be recognized as assets and amortized to other operating expenses over a period that is consistent with the transfer to the customers of the goods or services to which the assets relate, which we have generally interpreted to be the expected customer life. The impact of the accounting change for these costs will be dependent on numerous factors, including the number of new subscriber contracts added in any given period, but we expect the adoption of this accounting change will initially result in the deferral of a significant amount of operating and selling costs.

The ultimate impact of adopting ASU 2014-09 for both revenue recognition and costs to obtain and fulfill contracts will depend on the promotions and offers in place during the period leading up to and after the adoption of ASU 2014-09 .

ASU 2016-02

In February 2016, the FASB issued ASU No. 2016-02, Leases ( ASU 2016-02 ), which, for most leases, will result in lessees recognizing lease assets and lease liabilities on the balance sheet with additional disclosures about leasing arrangements. ASU 2016-02 requires lessees and lessors to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. The modified retrospective approach also includes a number of optional practical expedients an entity may elect to apply. ASU 2016-02 is effective for annual reporting periods beginning after December 15, 2018, including interim periods within those fiscal years, with early adoption permitted. Although we are currently evaluating the effect that ASU 2016-02 will have on our consolidated financial statements, we expect the adoption of this standard will increase the number of leases to be accounted for as capital leases in our consolidated balance sheet.

ASU 2016-09

In March 2016, the FASB issued ASU No. 2016-09, Compensation — Stock Compensation, Improvements to Employee Share-Based Payment Accounting ( ASU 2016-09 ), which simplifies several aspects of the accounting for share-based payment transactions, including income tax consequences, classification of awards as either equity or liabilities and classification within the statement of cash flows. ASU 2016-09 is effective for annual reporting periods beginning after December 15, 2016, including interim periods within those fiscal years, with early adoption permitted. ASU 2016-09 will result in, among other matters, the immediate recognition for financial reporting purposes of excess tax benefits that currently are not recognized until such time as these tax benefits can be realized as a reduction of income taxes payable.

ASU 2017-04

---

Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the U.S. ( U.S. 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 uncollectible accounts, programming and copyright expenses, 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.

Reclassifications

Certain prior year amounts have been reclassified to conform to the current year presentation, including the reclassification of deferred financing costs from other long-term assets to long-term debt and capital lease obligations and the reclassification of certain costs between programming and other direct costs of services, other operating and SG&A expenses. For additional information regarding the change in the classification of deferred financing costs, see “Accounting Changes” in note 2 .

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 reported by the investment manager as there are no restrictions on our ability, contractual or otherwise, to redeem our investments at the stated net asset value reported by the investment manager.

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. At December 31, 2016 and 2015 , our current and long-term restricted cash balances aggregated $ 39.1 million and $ 127.9 million , respectively.

Our significant non-cash investing and financing activities are disclosed in our consolidated statements of equity and in notes 4 , 7 , 9 , and 10 .

Trade Receivables

Our trade receivables are reported net of an allowance for doubtful accounts. Such allowance aggregated $ 193.4 million and $ 115.7 million at December 31, 2016 and 2015 , respectively. The allowance for doubtful accounts is based upon our assessment of probable loss 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 customers and their dispersion across many different countries worldwide. We also manage this risk by disconnecting services to customers whose accounts are delinquent.

---

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.

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. Under the equity method of accounting, investments are recorded at cost and are subsequently increased or reduced to reflect our share of income 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 6 and 8 .

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. Intercompany 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 of 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 and cost method investments to determine whether a decline in fair value below the cost basis is 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 or cost 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.

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, accrued liabilities 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 6 , 7 and 10 , respectively. For information regarding how we arrive at certain of our fair value measurements, see note 8 .

Derivative Instruments

All derivative instruments, whether designated as hedging relationships or not, are recorded on the balance sheet at fair value. If the derivative instrument is not designated as a hedge, changes in the fair value of the derivative instrument are recognized in earnings. If the derivative instrument is designated as a cash flow hedge, the effective portions of changes in the fair value of the derivative instrument are recorded in other comprehensive earnings or loss and subsequently reclassified into our consolidated statements of operations when the hedged forecasted transaction affects earnings. Ineffective portions of changes in the fair value of cash flow hedges are recognized in earnings. With the exception of a limited number of our foreign currency forward contracts, we do not apply hedge accounting to our derivative instruments.

---

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 foreign currency forward contracts that are used to hedge capital expenditures, the net cash received or paid is classified as an adjustment to capital expenditures in our consolidated statements of cash flows. For derivative contracts that are terminated prior to maturity, the cash paid or received upon termination that relates to future periods is classified as a financing activity in our consolidated statement of cash flows.

For information regarding our derivative instruments, see note 7 .

Property and Equipment

Property and equipment are stated at cost less accumulated depreciation. We capitalize costs associated with the construction of new cable and mobile transmission and distribution facilities and the installation of new cable 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 cable system to a customer location, (ii) the replacement of a drop and (iii) the installation of equipment for additional services, such as digital cable, telephone or broadband internet service. The costs of other customer-facing activities, such as reconnecting customer locations where a drop already exists, 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 capital 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 cable 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 9 .

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. Under certain circumstances, the authorities could require us to remove our network equipment from an area if, for example, we were to discontinue using the equipment for an extended period of time or the authorities were to decide not to renew our access rights. However, because the rights of way are integral to our ability to deliver broadband communications services to our customers, we expect to conduct our business in a manner that will allow us to maintain these rights for the foreseeable future. In addition, we have no reason to believe that the authorities will not renew our rights of way and, historically, renewals have been granted. We also have obligations in lease agreements to restore the property to its original condition or remove our property at the end of the lease term. Sufficient information is not available to estimate the fair value of our asset retirement obligations in certain of our lease arrangements. This is the case for long-term lease arrangements in which the underlying leased property is integral to our operations, there is not an acceptable alternative to the leased property and we have the ability to indefinitely renew the lease. 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, 2016 and 2015 , the recorded value of our asset retirement obligations was $ 96.3 million and $ 63.9 million , respectively.

---

Intangible Assets

Our primary intangible assets relate to goodwill, customer relationships and cable television franchise rights. Goodwill represents the excess purchase price over the fair value of the identifiable net assets acquired in a business combination. Customer relationships and cable television franchise rights are initially recorded at their fair values 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, and reviewed for impairment.

We do not amortize our cable television franchise rights and certain other intangible assets as these assets have indefinite lives. For additional information regarding the useful lives of our intangible assets, see note 9 .

Impairment of Property and Equipment and Intangible Assets

When circumstances warrant, we review the carrying amounts of our property and equipment and our intangible assets (other than goodwill and other indefinite-lived intangible assets) to determine whether such carrying amounts continue to be recoverable. Such changes in circumstance may include (i) an expectation of a sale or disposal of a long-lived asset or asset group, (ii) adverse changes in market or competitive conditions, (iii) an adverse change in legal factors or business climate in the markets in which we operate and (iv) operating or cash flow losses. For purposes of impairment testing, long-lived assets are grouped at the lowest level for which cash flows are largely independent of other assets and liabilities, generally at or below the reporting unit level (see below). If the carrying amount of the asset or asset group is greater than the expected undiscounted cash flows to be generated by such asset or asset group, an impairment adjustment is recognized. Such adjustment is measured by the amount that the carrying value of such asset or asset group exceeds its fair value. We generally measure fair value by considering (a) sale prices for similar assets, (b) discounted estimated future cash flows using an appropriate discount rate and/or (c) estimated replacement cost. Assets to be disposed of are recorded at the lower of their carrying amount or fair value less costs to sell.

We evaluate goodwill and other indefinite-lived intangible assets (primarily cable television franchise rights) for impairment at least annually on October 1 and whenever facts and circumstances indicate that their carrying amounts may not be recoverable. For impairment evaluations with respect to both goodwill and other indefinite-lived intangibles, we first make a qualitative assessment to determine if the goodwill or other indefinite-lived intangible may be impaired. In the case of goodwill, if it is more-likely-than-not that a reporting unit’s fair value is less than its carrying value, we then compare the fair value of the reporting unit to its respective carrying amount. A reporting unit is an operating segment or one level below an operating segment (referred to as a “component”). If the carrying value of a reporting unit were to exceed its fair value, we would then compare the implied fair value of the reporting unit’s goodwill to its carrying amount, and any excess of the carrying amount over the fair value would be charged to operations as an impairment loss. With respect to other indefinite-lived intangible assets, if it is more-likely-than-not that the fair value of an indefinite-lived intangible asset is less than its carrying value, we then estimate its fair value and any excess of the carrying value over the fair value is also charged to operations as an impairment loss.

---

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 in the period that includes the enactment date. 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 liquidation. 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 on our income taxes, see note 11 .

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 in 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 — Cable Networks. We recognize revenue from the provision of video, broadband internet and fixed-line telephony services over our cable network to customers in the period the related services are provided. Installation revenue (including reconnect fees) related to services provided over our cable network is recognized as revenue in the period during which the installation occurs to the extent these fees are equal to or less than direct selling costs, which costs are expensed as incurred. To the extent installation revenue exceeds direct selling costs, the excess revenue is deferred and amortized over the average expected subscriber life.

Sale of Multiple Products and Services. We sell video, broadband internet, 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 services based on the relative standalone price for each respective service.

Mobile Revenue — General. Consideration from mobile contracts is allocated to the airtime service element and the handset service element based on the relative standalone prices of each element. The amount of consideration allocated to the handset is limited to the amount that is not contingent upon the delivery of future airtime services. Certain of our operations that provide

---

mobile services offer handsets under a subsidized contract model, whereby upfront revenue recognition is limited to the upfront cash collected from the customer as the remaining monthly fees to be received from the customer, including fees that may be associated with the handset, are contingent upon delivering future airtime services. At certain of our operations, mobile customers may choose to enter into two distinct contractual relationships: (i) a mobile handset contract and (ii) a mobile airtime services contract (a Split-contract Program ). Under the mobile handset contract, the customer takes full title to the handset upon delivery and typically has the option to either (a) pay for the handset in cash upon delivery or (b) pay for the handset in installments over a contractual period. Under these arrangements, the handset installment payments are not contingent upon delivering future airtime services and the consideration allocated to the handset is not limited to the upfront cash collected.

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

Mobile Revenue — Handset Revenue. Arrangement consideration allocated to handsets is recognized as revenue when the goods have been delivered and title has passed. For customers under a mobile handset installment contract that is independent of a mobile airtime services contract, revenue is recognized upon delivery only if collectibility is reasonably assured. Our assessment of collectibility is based principally on internal and external credit assessments as well as historical collection information for similar customers. To the extent that collectibility of installment payments from the customer is not reasonably assured upon delivery of the handset, handset revenue is recognized on a cash basis as customer payments are received.

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 over the term of the arrangement or the expected period of performance.

Promotional Discounts. For subscriber promotions, such as discounted or free services during an introductory period, revenue is recognized only to the extent of the discounted monthly fees charged to the subscriber, if any.

Subscriber Advance Payments and Deposits. 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 ( VAT ). Revenue is recorded net of applicable sales, use and other value-added taxes.

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 the grant-date fair value of outstanding awards as a charge to operations over the vesting period. The cash benefits of tax deductions in excess of deferred taxes on recognized share-based compensation expense are reported as a financing cash flow. Payroll taxes incurred in connection with the vesting or exercise of our share-based incentive awards are 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 ( SAR s ) and performance-based share appreciation rights ( PSAR s ) are estimated using the Black-Scholes option pricing model, and the grant date fair values for restricted share units ( RSU s ) and performance-based restricted share units ( PSU s) are based upon the closing share price of Liberty Global ordinary shares on the date of grant. We calculate the expected life of options and SAR s granted by Liberty Global to employees based on historical exercise trends. The expected volatility for options and SAR s related to Liberty Global Shares is generally based on a combination of (i) historical volatilities of Liberty Global Shares for a period equal to the expected average life of the awards and (ii) volatilities implied from publicly-traded options for Liberty Global Shares . The expected volatility for options and SARs related to LiLAC Shares is generally based on a combination of (a) historical volatilities of LiLAC Shares for a period equal to the expected average life of the award and, if this data is unavailable, historical volatilities of ordinary shares of a relevant peer

---

group for a period equal to the expected average life of the award, and (b) volatilities implied from publicly-traded options for LiLAC Shares where available.

We generally issue new Liberty Global ordinary shares when Liberty Global options or SAR s are exercised and when RSU s and PSU s vest. Although we repurchase Liberty Global ordinary shares from time to time, the parameters of our share purchase and redemption activities are not established solely with reference to the dilutive impact of our share-based compensation plans.

For additional information regarding our share-based compensation, see note 13 .

Litigation Costs

Legal fees and related litigation costs are expensed as incurred.

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 earnings or loss per share presents the dilutive effect, if any, on a per share basis of potential shares (e.g., options, SAR s, PSAR s, RSU s and convertible securities) as if they had been exercised, vested or converted at the beginning of the periods presented.

The details of our net earnings (loss) attributable to holders of Liberty Global Shares , LiLAC Shares and Old Liberty Global Shares are set forth below:

	Year ended December 31,
	2016				2015				2014
	in millions
Net earnings (loss) attributable to holders of:
Liberty Global Shares (a)	$	1,941.1			$	( 167.5	)		$	—
LiLAC Shares (a)	( 235.8		)		17.2				—
Old Liberty Global Shares (b):
Loss from continuing operations	—				( 1,002.2		)		( 1,028.5		)
Earnings from discontinued operation	—				—				333.5
	—				( 1,002.2		)		( 695.0		)
Net earnings (loss) attributable to Liberty Global shareholders	$	1,705.3			$	( 1,152.5	)		$	( 695.0	)

_______________

(a)	The amounts presented for the year ended December 31, 2015 relate to the period from July 1, 2015 through December 31, 2015.

(b)	The amounts presented for the year ended December 31, 2015 relate to the period from January 1, 2015 through June 30, 2015.

---

The details of our weighted average shares outstanding are set forth below:

	Year ended December 31,
	2016			2015			2014
Weighted average shares outstanding:
Liberty Global Shares (a):
Basic	889,790,968			864,721,483
Diluted	899,969,654			864,721,483
LiLAC Shares (a):
Basic	110,868,650			43,915,757
Diluted	110,868,650			44,235,275
Old Liberty Global Shares — basic and diluted (b)				884,040,481			798,869,761

_______________

(a)	The amounts presented for the year ended December 31, 2015 relate to the period from July 1, 2015 through December 31, 2015.

(b)	The amount presented for the year ended December 31, 2015 relates to the period from January 1, 2015 through June 30, 2015.

Liberty Global Shares .

The details of the calculation of EPS with respect to Liberty Global Shares for the year ended December 31, 2016 are set forth in the table below:

Numerator:
Net earnings attributable to holders of Liberty Global Shares (basic EPS computation) (in millions)	$	1,941.1
Interest expense on Virgin Media’s 6.50% convertible senior notes	1.7
Net earnings attributable to holders of Liberty Global Shares (diluted EPS computation) (in millions)	$	1,942.8
Denominator:
Weighted average ordinary shares (basic EPS computation)	889,790,968
Incremental shares attributable to the assumed exercise of outstanding options, SARs and PSARs and the release of share units upon vesting (treasury stock method)	7,819,514
Virgin Media’s 6.50% convertible senior notes	2,359,172
Weighted average ordinary shares (diluted EPS computation)	899,969,654

We reported a loss from continuing operations attributable to holders of Liberty Global Shares for the period from July 1, 2015 through December 31, 2015 . Therefore, the potentially dilutive effect at December 31, 2015 of the following items was not included in the computation of diluted loss per share attributable to holders of Liberty Global Shares because their inclusion would have been anti-dilutive to the computation or, in the case of certain PSU s and performance grant units ( PGUs ), because such awards had not yet met the applicable performance criteria: (i) the aggregate number of shares issuable pursuant to outstanding options, SAR s, PSAR s and RSU s of approximately 43.3 million , (ii) the aggregate number of shares issuable pursuant to PSU s and PGUs of approximately 4.5 million and (iii) the aggregate number of shares issuable pursuant to obligations that may be settled in cash or shares of approximately 2.7 million .

LiLAC Shares .

We reported a loss attributable to holders of LiLAC Shares during the year ended December 31, 2016 . Therefore, the potentially dilutive effect at December 31, 2016 of the following items was not included in the computation of diluted loss per share attributable to holders of LiLAC Shares because their inclusion would have been anti-dilutive to the computation or, in the case of certain

---

PSU s and PGUs , because such awards had not yet met the applicable performance criteria: (i) the aggregate number of shares issuable pursuant to outstanding options, SAR s, PSAR s and RSU s of approximately 7.5 million and (ii) the aggregate number of shares issuable pursuant to outstanding PSU s and PGUs of approximately 1.1 million .

The details of the calculation of EPS with respect to LiLAC Shares for the period from July 1, 2015 through December 31, 2015 are set forth in the following table:

Numerator:
Net earnings attributable to holders of LiLAC Shares (basic and diluted EPS computation) (in millions)	$	17.2
Denominator:
Weighted average ordinary shares (basic EPS computation)	43,915,757
Incremental shares attributable to the assumed exercise of outstanding options, SARs and PSARs and the release of share units upon vesting (treasury stock method)	319,518
Weighted average ordinary shares (diluted EPS computation)	44,235,275

Old Liberty Global Shares

Pending Acquisitions

SFR BeLux . On December 22, 2016, a subsidiary of Telenet entered into a definitive agreement to acquire Coditel Brabant sprl, operating under the SFR brand ( SFR BeLux ), for € 400.0 million ( $ 421.9 million ) on a cash and debt free basis. SFR BeLux provides cable services to households and businesses in Brussels, Wallonia and Luxembourg and offers mobile services in Belgium through a mobile virtual network operator ( MVNO ) agreement with BASE , as defined and described below. Telenet intends to finance the acquisition of SFR BeLux through a combination of existing cash and cash equivalents and available liquidity under its revolving credit facilities. The transaction is subject to customary closing conditions, including approval from the relevant competition authorities, and is expected to close during the second half of 2017.

Multimedia . On October 18, 2016, our subsidiary UPC Polska SP Z.o.o. entered into a definitive agreement to acquire the cable business of Multimedia Polska S.A. ( Multimedia ), the third-largest cable operator in Poland, for cash consideration of PLN 3.0 billion ( $ 718.2 million ), which is equal to the enterprise value assigned to Multimedia for purposes of this transaction. We intend to finance the acquisition of Multimedia with existing liquidity. The final purchase price is subject to potential downward adjustments for the operational and financial performance of Multimedia prior to closing. The transaction is subject to customary closing conditions, including regulatory approval, and is expected to close in late 2017 or early 2018.

2016 Acquisitions

CWC . On May 16, 2016 , we acquired CWC for shares of Liberty Global (the CWC Acquisition ). Under the terms of the transaction, CWC shareholders received in the aggregate: 31,607,008 Class A Liberty Global Shares , 77,379,774 Class C Liberty Global Shares , 3,648,513 Class A LiLAC Shares and 8,939,316 Class C LiLAC Shares . Further, immediately prior to the acquisition, CWC declared a special cash dividend (the Special Dividend ) to its shareholders in the amount of £ 0.03 ( $ 0.04 at the transaction date) per CWC share. The Special Dividend was paid to CWC shareholders promptly following the closing and the payment,

---

together with fees and expenses related to the acquisition, was funded with CWC liquidity, including incremental debt borrowings, and LiLAC Group corporate liquidity. We acquired CWC in order to achieve certain financial, operational and strategic benefits through the integration of CWC with our existing operations in the LiLAC Group .

The CWC Acquisition triggered regulatory approval requirements in certain jurisdictions in which CWC operates. The regulatory authorities in certain of these jurisdictions, including the Bahamas, Jamaica, Trinidad and Tobago, the Seychelles and the Cayman Islands, have not completed their review of the CWC Acquisition or granted their approval. While we expect to receive all outstanding approvals, such approvals may include binding conditions or requirements that could have an adverse impact on CWC ’s operations and financial condition.

For accounting purposes, the CWC Acquisition was treated as the acquisition of CWC by Liberty Global . In this regard, the equity and cash consideration paid to acquire CWC is set forth below (in millions):

Class A Liberty Global Shares (a)	$	1,167.2
Class C Liberty Global Shares (a)	2,803.5
Class A LiLAC Shares (a)	144.1
Class C LiLAC Shares (a)	375.3
Special Dividend (b)	193.8
Total	$	4,683.9

_______________

(a)	Represents the fair value of the 31,607,008 Class A Liberty Global Shares , 77,379,774 Class C Liberty Global Shares , 3,648,513 Class A LiLAC Shares and 8,939,316 Class C LiLAC Shares issued to CWC shareholders in connection with the CWC Acquisition . These amounts are based on the market price per share at closing on May 16, 2016 of $ 36.93 , $ 36.23 , $ 39.50 and $ 41.98 , respectively.

(b)	Represents the Special Dividend of £ 0.03 ( $ 0.04 at the transaction date) per CWC share paid pursuant to the scheme of arrangement based on 4,433,222,313 outstanding shares of CWC on May 16, 2016 .

---

We have accounted for the CWC Acquisition using the acquisition method of accounting, whereby the total purchase price was allocated to the acquired identifiable net assets of CWC 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. The preliminary opening balance sheet is subject to adjustment based on our final assessment of the fair values of the acquired identifiable assets and liabilities. Although most items in the valuation process remain open, the items with the highest likelihood of changing upon finalization of the valuation process include property and equipment, goodwill, customer relationships, trademarks, noncontrolling interests and income taxes. A summary of the purchase price and the preliminary opening balance sheet of CWC at the May 16, 2016 acquisition date is presented in the following table (in millions):

Cash and cash equivalents	$	210.8
Other current assets	583.2
Property and equipment, net	2,908.1
Goodwill (a)	5,544.3
Intangible assets subject to amortization, net (b)	1,266.0
Other assets, net	579.2
Current portion of debt and capital lease obligations	( 94.2		)
Other accrued and current liabilities	( 750.1		)
Long-term debt and capital lease obligations	( 3,308.0		)
Other long-term liabilities	( 803.6		)
Noncontrolling interests (c)	( 1,451.8		)
Total purchase price (d)	$	4,683.9

_______________

(a)	The goodwill recognized in connection with the CWC Acquisition is primarily attributable to (i) the ability to take advantage of CWC ’s existing terrestrial and sub-sea networks to gain immediate access to potential customers and (ii) synergies that are expected to be achieved through the integration of CWC with other operations in the LiLAC Group .

(b)	Amount primarily includes intangible assets related to customer relationships. At May 16, 2016 , the preliminary assessment of the weighted average useful life of CWC ’s intangible assets was approximately eight years .

(c)	Represents the estimated aggregate fair value of the noncontrolling interests in CWC ’s subsidiaries as of May 16, 2016 .

(d)	Excludes direct acquisition costs of $ 132.0 million , including $ 118.5 million incurred during 2016, which are included in impairment, restructuring and other operating items, net, in our consolidated statements of operations.

Following completion of the CWC Acquisition , we attributed CWC to the LiLAC Group , with the Liberty Global Group being granted an inter-group interest in the LiLAC Group representing the fair value (as determined by our board of directors) of the Liberty Global Shares issued as part of the purchase consideration. On July 1, 2016, we distributed (as a bonus issue) 117,430,965 LiLAC Shares to Liberty Global Group shareholders on a pro-rata basis (the LiLAC Distribution ), thereby eliminating the Liberty Global Group 's inter-group interest in the LiLAC Group . The LiLAC Distribution was accounted for prospectively effective July 1, 2016.

BASE . On February 11, 2016 , Telenet acquired Telenet Group BVBA, formerly known as BASE Company NV ( BASE ), for a cash purchase price of € 1,318.9 million ( $ 1,494.3 million at the transaction date) (the BASE Acquisition ). BASE is the third-largest mobile network operator in Belgium. We expect that the BASE Acquisition will provide Telenet with cost-effective long-term mobile access to effectively compete for future growth opportunities in the Belgium mobile market. The BASE Acquisition was funded through a combination of € 1.0 billion ( $ 1.1 billion at the transaction date) of new debt facilities and existing liquidity of Telenet . The acquisition was approved by the European Commission subject to Telenet ’s agreement to divest both the JIM Mobile prepaid customer base and BASE ’s 50 % stake in Viking Co NV ( Viking ) to MEDIALAAN NV. In February 2016, Telenet completed the sale of its stake in Viking . The divestiture of the JIM Mobile prepaid customer base is expected to occur during the third quarter of 2017.

---

We have accounted for the BASE Acquisition using the acquisition method of accounting, whereby the total purchase price was allocated to the acquired identifiable net assets of BASE 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. A summary of the purchase price and the opening balance sheet of BASE at the February 11, 2016 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	$	160.1
Other current assets	148.3
Property and equipment, net	811.4
Goodwill (a)	330.7
Intangible assets subject to amortization, net:
Mobile spectrum (b)	261.0
Customer relationships (c)	115.0
Trademarks (d)	40.7
Other assets, net	10.5
Other accrued and current liabilities	( 290.0		)
Other long-term liabilities	( 93.4		)
Total purchase price (e)	$	1,494.3

_______________

(a)	The goodwill recognized in connection with the BASE Acquisition is primarily attributable to (i) the ability to take advantage of BASE ’s existing mobile network to gain immediate access to potential customers and (ii) synergies that are expected to be achieved through the integration of BASE with Telenet .

(b)	As of February 11, 2016 , the weighted average useful life of BASE ’s mobile spectrum was approximately 11 years .

(c)	As of February 11, 2016 , the weighted average useful life of BASE ’s customer relationships was approximately seven years .

(d)	As of February 11, 2016 , the weighted average useful life of BASE ’s trademarks was approximately 20 years .

(e)	Excludes direct acquisition costs of $ 17.1 million , including $ 7.1 million incurred during 2016, which are included in impairment, restructuring and other operating items, net, in our consolidated statements of operations.

2015 Acquisition

On June 3, 2015, pursuant to a stock purchase agreement with the parent of Puerto Rico Cable Acquisition Company Inc., dba Choice Cable TV ( Choice ) and following regulatory approval, one of our subsidiaries, together with investment funds affiliated with Searchlight Capital Partners, L.P. (collectively, Searchlight ), acquired 100 % of Choice (the Choice Acquisition ). Choice is a cable and broadband services provider in Puerto Rico. We acquired Choice in order to achieve certain financial, operational and strategic benefits through the integration of Choice with Liberty Puerto Rico . The combined business is 60.0 % -owned by our company and 40.0 % -owned by Searchlight .

The purchase price for Choice of $ 276.4 million was funded through (i) Liberty Puerto Rico ’s incremental debt borrowings, net of discount and fees, of $ 259.1 million , (ii) cash of $ 10.5 million and (iii) an equity contribution from Searchlight of $ 6.8 million .

---

We have accounted for the Choice Acquisition using the acquisition method of accounting, whereby the total purchase price was allocated to the acquired identifiable net assets of Choice 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. A summary of the purchase price and opening balance sheet of Choice at the June 3, 2015 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	$	3.6
Other current assets	7.8
Property and equipment, net	79.8
Goodwill (a)	51.6
Intangible assets subject to amortization, net (b)	59.1
Cable television franchise rights	147.8
Other assets, net	0.3
Other accrued and current liabilities	( 13.2		)
Non-current deferred tax liabilities	( 60.4		)
Total purchase price (c)	$	276.4

_______________

(a)	The goodwill recognized in connection with the Choice Acquisition is primarily attributable to (i) the ability to take advantage of Choice ’s existing advanced broadband communications network to gain immediate access to potential customers and (ii) synergies that are expected to be achieved through the integration of Choice with Liberty Puerto Rico .

(b)	Amount primarily includes intangible assets related to customer relationships. As of June 3, 2015, the weighted average useful life of Choice ’s intangible assets was approximately ten years .

(c)	Excludes direct acquisition costs of $ 8.5 million incurred through December 31, 2015, which are included in impairment, restructuring and other operating items, net, in our consolidated statements of operations.

2014 Acquisition

On November 11, 2014 (the Ziggo Acquisition Date ), pursuant to a merger protocol (the Ziggo Merger Protocol ) with respect to an offer to acquire all of the shares of Ziggo Holding B.V. ( Ziggo ) that we did not already own (the Ziggo Offer ), we gained control of Ziggo through the acquisition of 136,603,794 additional Ziggo shares, which increased our ownership interest in Ziggo to 88.9 % (the Ziggo Acquisition ). From November 12, 2014 through November 19, 2014, we acquired 18,998,057 additional Ziggo shares, further increasing our ownership interest in Ziggo to 98.4 % (the Ziggo NCI Acquisition ). Ziggo is a provider of video, broadband internet, fixed-line telephony and mobile services in the Netherlands. We acquired Ziggo in order to achieve certain financial, operational and strategic benefits through the integration of Ziggo with with our then-existing operations in the Netherlands and our other European operations.

On December 31, 2016, our operations in the Netherlands were contributed to the Dutch JV , as defined and described in note 5 .

Pursuant to the Ziggo Merger Protocol , Ziggo shareholders who tendered their Ziggo shares received an offer price of (i) 0.2282 Class A Old Liberty Global Shares , (ii) 0.5630 Class C Old Liberty Global Shares and (iii) € 11.00 ( $ 13.71 at the applicable rates) in cash for each Ziggo share that they tendered. In connection with the completion of the Ziggo Acquisition and the Ziggo NCI Acquisition , we (a) issued an aggregate of 35,508,342 Class A and 87,603,842 Class C Old Liberty Global Shares and (b) paid aggregate cash consideration of € 1,711.6 million ( $ 2,133.6 million at the applicable rates) to holders of Ziggo ordinary shares.

On December 3, 2014, we initiated a statutory squeeze-out procedure in accordance with the Dutch Civil Code (the Statutory Squeeze-out ) in order to acquire the remaining 3,162,605 Ziggo shares not tendered through November 19, 2014. Under the Statutory Squeeze-out , which was completed during the second quarter of 2015, Ziggo shareholders other than Liberty Global received cash consideration of € 39.78 ( $ 44.91 at the applicable rates) per share, plus interest, for an aggregate of € 125.9 million ( $ 142.2 million at the applicable rates). This amount was approved in April 2015 by the Enterprise Court in the Netherlands.

---

For accounting purposes, (i) the Ziggo Acquisition was treated as the acquisition of Ziggo by Liberty Global and (ii) the Ziggo NCI Acquisition and the Statutory Squeeze-out were treated as the acquisitions of a noncontrolling interest.

In July 2015, the Dutch incumbent telecommunications operator filed an appeal against the European Commission regarding its decision to approve the Ziggo Acquisition . We are not a party to the appeal and we do not expect that the filing of this appeal will have any impact on the ongoing integration and development of our operations in the Netherlands.

For accounting purposes, the Ziggo Acquisition was treated as the acquisition of Ziggo by Liberty Global . In this regard, the equity and cash consideration paid to acquire Ziggo plus the fair value of our pre-existing investment in Ziggo on the Ziggo Acquisition Date is set forth below (in millions):

Class A Old Liberty Global Shares (a)	$	1,448.7
Class C Old Liberty Global Shares (a)	3,457.1
Cash (b)	1,872.9
Fair value of pre-existing investment in Ziggo (c)	2,015.4
Total	$	8,794.1

_______________

(a)

Represents the value assigned to the 31,172,985 Class A and 76,907,936 Class C Old Liberty Global Shares issued to Ziggo shareholders in connection with the Ziggo Acquisition through the Ziggo Acquisition Date . These amounts are based on (i) the exchange ratios specified by the Ziggo Merger Protocol , (ii) the applicable closing per share prices of Class A and Class C Old Liberty Global Shares and (iii) 136,603,794 ordinary shares of Ziggo tendered in the Ziggo Offer through the Ziggo Acquisition Date .

(b)	Represents the cash consideration paid in connection with the Ziggo Acquisition .

(c)	Represents the fair value of the 41,329,850 shares of Ziggo held by Liberty Global and its subsidiaries immediately prior to the Ziggo Acquisition .

We have accounted for the Ziggo Acquisition using the acquisition method of accounting, whereby the total purchase price was allocated to the acquired identifiable net assets of Ziggo 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. A summary of the purchase price and the opening balance sheet for the Ziggo Acquisition as of the Ziggo 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 (a)	$	1,889.7
Other current assets	69.7
Property and equipment, net	2,714.9
Goodwill (b)	7,866.5
Intangible assets subject to amortization, net (c)	4,857.0
Other assets, net	382.8
Current portion of debt and capital lease obligations	( 604.0		)
Other accrued and current liabilities	( 461.8		)
Long-term debt and capital lease obligations	( 5,351.5		)
Other long-term liabilities	( 1,488.6		)
Noncontrolling interest (d)	( 1,080.6		)
Total purchase price (e)	$	8,794.1

_______________

(a)	The Ziggo Acquisition resulted in $ 16.8 million of net cash acquired after deducting the cash consideration paid.

---

(b)

The goodwill recognized in connection with the Ziggo Acquisition was primarily attributable to (i) the ability to take advantage of Ziggo ’s existing advanced broadband communications network to gain immediate access to potential customers and (ii) synergies that were expected to be achieved through the integration of Ziggo with our then-existing operations in the Netherlands and our other European operations.

(c)	Amount primarily includes intangible assets related to customer relationships. As of the Ziggo Acquisition Date , the weighted average useful life of Ziggo ’s intangible assets was approximately ten years .

(d)	Represents the fair value of the noncontrolling interest in Ziggo as of the Ziggo Acquisition Date .

(e)	Excludes direct acquisition costs of $ 84.1 million incurred through December 31, 2014, which are included in impairment, restructuring and other operating items, net, in our consolidated statement of operations.

We have accounted for the Ziggo NCI Acquisition as an equity transaction, with the carrying amount of the noncontrolling interest adjusted to reflect the change in ownership of Ziggo . The difference between the fair value of consideration paid and the amount by which the noncontrolling interest was adjusted has been recognized as additional paid-in capital in our consolidated statement of equity. The impact of the Ziggo NCI Acquisition is summarized in the following table (in millions):

Reduction of noncontrolling interests	$	927.2
Additional paid-in capital	23.5
Fair value of consideration paid (a)	$	950.7

_______________

(a)	Represents (i) the value assigned to the 4,335,357 Class A and 10,695,906 Class C Old Liberty Global Shares issued to Ziggo shareholders and (ii) cash consideration of € 209.0 million ( $ 260.7 million at the applicable rates) paid to Ziggo shareholders, based on the 18,998,057 ordinary shares of Ziggo tendered in connection with the Ziggo NCI Acquisition .

The cash consideration paid in the Ziggo Acquisition and the Ziggo NCI Acquisition was funded with a combination of debt and our existing liquidity.

Pro Forma Information

In pro forma tables presented below, we present the revenue that is attributed to the Liberty Global Group and the LiLAC Group as if such revenue had been attributed to each group at the beginning of each period presented. However, our presentation of net earnings or loss and basic and diluted earnings or loss per share attributed to (i) Liberty Global Shares , (ii) LiLAC Shares and (iii) Old Liberty Global Shares only includes the results of operations for the periods during which these shares were outstanding. Accordingly, (a) our net earnings or loss attributed to Liberty Global Shares and LiLAC Shares relates to periods subsequent to July 1, 2015 and (b) our net loss attributed to Old Liberty Global Shares relates to periods prior to July 1, 2015.

---

The following unaudited pro forma consolidated operating results give effect to (i) the CWC Acquisition , (ii) the BASE Acquisition and (iii) the Choice Acquisition , as if they had been completed as of January 1, 2015 . These pro forma amounts are not necessarily indicative of the operating results that would have occurred if these transactions had occurred on such date. The pro forma adjustments are based on certain assumptions that we believe are reasonable.

	Year ended December 31,
	2016				2015
	in millions, except per share amounts
Revenue:
Liberty Global Group	$	17,359.4			$	17,743.0
LiLAC Group	3,621.2				3,642.7
Total	$	20,980.6			$	21,385.7
Net earnings ( loss) attributable to Liberty Global shareholders:
Liberty Global Shares	$	1,937.6			$	( 127.7	)
LiLAC Shares	53.6				( 89.1		)
Old Liberty Global Shares	—				( 1,230.6		)
Total	$	1,991.2			$	( 1,447.4	)
Basic and diluted earnings (loss) attributable to Liberty Global shareholders per share:
Liberty Global Shares
Basic	$	2.08			$	( 0.13	)
Diluted	$	2.06			$	( 0.13	)
LiLAC Shares
Basic and diluted	$	0.46			$	( 1.57	)
Old Liberty Global Shares
Basic and diluted					$	( 1.24	)

Our consolidated statement of operations for 2016 includes revenue and net loss of (i) $ 1,443.6 million and $ 30.4 million , respectively, attributable to CWC and (ii) $ 597.1 million and $ 2.1 million , respectively, attributable to BASE .

---

The following unaudited pro forma consolidated operating results give effect to (i) the acquisition of 100 % of Ziggo and (ii) the Choice Acquisition , as if they had been completed as of January 1, 2014 . These pro forma amounts are not necessarily indicative of the operating results that would have occurred if these transactions had occurred on such date. The pro forma adjustments are based on certain assumptions that we believe are reasonable.

	Year ended December 31,
	2015				2014
	in millions, except per share amounts
Revenue:
Liberty Global Group:
Continuing operations	$	17,062.7			$	18,890.1
Discontinued operation	—				26.6
Total Liberty Global Group	17,062.7				18,916.7
LiLAC Group	1,254.4				1,291.9
Total	$	18,317.1			$	20,208.6
Net earnings (loss) attributable to Liberty Global shareholders:
Liberty Global Shares	$	( 167.5	)		$	—
LiLAC Shares	17.2				—
Old Liberty Global Shares	( 1,000.4		)		( 1,181.0		)
Total	$	( 1,150.7	)		$	( 1,181.0	)
Basic and diluted earnings (loss) attributable to Liberty Global shareholders per share:
Liberty Global Shares	$	( 0.19	)
LiLAC Shares	$	0.39
Old Liberty Global Shares	$	( 1.13	)		$	( 1.30	)

Dutch JV Transaction

On December 31, 2016, pursuant to a Contribution and Transfer Agreement with Vodafone Group plc ( Vodafone ) and one of its wholly-owned subsidiaries, we and Liberty Global Europe Holding B.V., our wholly-owned subsidiary, contributed Ziggo Group Holding and its subsidiaries (including Liberty Global Netherlands Content B.V., referred to herein as “ Ziggo Sport ”) to VodafoneZiggo Group Holding B.V., a newly-formed 50 : 50 joint venture (referred to herein as the “ Dutch JV ”). Ziggo Sport , which became a subsidiary of Ziggo Group Holding during the fourth quarter of 2016, operates premium sports channels in the Netherlands. The Dutch JV combined Ziggo Group Holding with Vodafone ’s mobile businesses in the Netherlands ( Vodafone NL ) to create a national unified communications provider in the Netherlands with complementary strengths across video, broadband, mobile and B2B services (the Dutch JV Transaction ). As a result of the Dutch JV Transaction , effective December 31, 2016 we no longer consolidate Ziggo Group Holding . For additional information regarding our investment in the Dutch JV , see note 6.

On January 4, 2017, in connection with the completion of the Dutch JV Transaction , our company received cash of € 2.2 billion ( $ 2.3 billion at the transaction date) comprising (i) our 50 % share of the € 2.8 billion ( $ 2.9 billion at the transaction date) of net proceeds from the various debt financing arrangements entered into by certain subsidiaries of Ziggo Group Holding during the third quarter of 2016, which proceeds were held in escrow through December 31, 2016, and (ii) an equalization payment from

---

Vodafone of € 802.9 million ( $ 840.8 million at the transaction date) that is subject to post-closing adjustments. Our right to receive this cash is reflected in our December 31, 2016 consolidated balance sheet as a current receivable from the Dutch JV .

In connection with the Dutch JV Transaction , we recognized a pre-tax gain of $ 520.8 million , net of the recognition of a cumulative foreign currency translation loss of $ 714.5 million . This gain, which was calculated by deducting the carrying value of Ziggo Group Holding (including the related foreign currency translation loss) from the sum of (i) the fair value assigned to our 50 % interest in the Dutch JV and (ii) the cash received pursuant to the equalization payment, includes $ 260.4 million related to the remeasurement of our retained investment in Ziggo Group Holding . For information regarding our approach to the valuation of our interest in the Dutch JV , see note 8 .

Our consolidated statements of operations include aggregate earnings (loss) before income taxes attributable to Ziggo Group Holding and Ziggo Sport of ( $ 276.4 million ), ( $ 534.5 million ) and $ 270.2 million during 2016 , 2015 and 2014 , respectively. The December 31, 2016 carrying amounts of the major classes of assets and liabilities associated with Ziggo Group Holding , which was contributed into the Dutch JV , are summarized below (in millions):

Assets:
Cash and cash equivalents	$	6.1
Current restricted cash	3,144.0
Current assets other than cash	259.0
Property and equipment, net	3,201.2
Goodwill	7,637.2
Intangible assets subject to amortization, net	3,406.7
Other assets, net	578.8
Total assets	$	18,233.0
Liabilities:
Current portion of debt and capital lease obligations	$	290.3
Other accrued and current liabilities	2,396.4
Long-term debt and capital lease obligations	11,812.8
Other long-term liabilities	991.7
Total liabilities	$	15,491.2

Discontinued Operation

On January 31, 2014, we completed the sale of the Chellomedia Disposal Group to AMC Networks Inc. for € 750.0 million ( $ 1,013.1 million at the applicable rate) in cash. Accordingly, the Chellomedia Disposal Group is reflected as a discontinued operation in our consolidated statements of operations and cash flows for 2014. The assets disposed of pursuant to the Chellomedia Transaction exclude Chellomedia ’s premium sports and film channels in the Netherlands. In connection with the sale of the Chellomedia Disposal Group , we recognized a pre-tax gain of $ 342.2 million . This pre-tax gain is net of a $ 64.0 million cumulative foreign currency translation loss, which was reclassified to net loss from accumulated other comprehensive earnings. The associated income tax expense of $ 9.5 million differs from the amount computed by applying the U.K. statutory income tax rate in effect at the time of 21.5 % primarily due to the fact that (i) the transaction was not subject to taxation in the U.K. and (ii) most elements of the transaction were not subject to taxation in the Netherlands or the U.S. The net after-tax gain of $ 332.7 million is included in gain on disposal of discontinued operation, net of taxes, in our consolidated statement of operations.

Certain of our broadband communications operations will continue to receive programming services from the Chellomedia Disposal Group through contracts that were negotiated as part of the disposal. As such, Liberty Global will have continuing cash outflows associated with the Chellomedia Disposal Group through at least 2017. However, our involvement as an ongoing customer of the Chellomedia Disposal Group does not disqualify discontinued operations classification because (i) the ongoing cash outflows are not considered significant to the Chellomedia Disposal Group and (ii) Liberty Global does not possess any rights within the ongoing contractual arrangements that would allow us to exert influence over the Chellomedia Disposal Group .

---

The operating results of the Chellomedia Disposal Group are classified as a discontinued operation in our consolidated statement of operations and are summarized in the following table:

	Year ended December 31, 2014 (a) (b)
	in millions
Revenue	$	26.6
Operating income	$	0.6
Earnings before income taxes and noncontrolling interests	$	0.9
Income tax expense	$	( 0.1	)
Earnings from discontinued operation attributable to Liberty Global shareholders, net of taxes	$	0.8

_______________

(a)	Includes the operating results of the Chellomedia Disposal Group through January 31, 2014, the date the Chellomedia Disposal Group was sold.

(b)	Excludes the Chellomedia Disposal Group ’s intercompany revenue and expenses that are eliminated within Liberty Global ’s consolidated financial statements.

The details of our investments are set forth below:

		December 31,
Accounting Method		2016				2015
		in millions
Equity:
Dutch JV (a)		$	4,186.6			$	—
Other		142.7				247.4
Total — equity		4,329.3				247.4
Fair value:
ITV — subject to re-use rights		1,015.4				1,624.1
Sumitomo		538.4				471.1
ITI Neovision		129.3				120.0
Lionsgate		128.6				162.0
Other		245.5				214.6
Total — fair value		2,057.2				2,591.8
Cost		97.2				0.4
Total		$	6,483.7			$	2,839.6

_______________

(a)	The 2016 amount includes a $ 1,054.7 million related-party loan from a subsidiary of Liberty Global to a subsidiary of the Dutch JV (the Dutch JV Loan Receivable ). The Dutch JV Loan Receivable bears interest at 5.55 % and matures on January 16, 2027.

---

Equity Method Investments

Dutch JV . On December 31, 2016, we completed the Dutch JV Transaction . Each of Liberty Global and Vodafone (each a “ Shareholder ”) holds 50 % of the issued share capital of the Dutch JV . The Shareholder s intend for the Dutch JV to be funded solely from its net cash flow from operations and third-party financing. We account for our 50 % interest in the Dutch JV , which has been attributed to the Liberty Global Group , as an equity method investment. We consider the Dutch JV to be a related party. For additional information regarding the formation of the Dutch JV , see note 5 .

In connection with the formation of the Dutch JV , the Shareholder s entered into a shareholders agreement (the Shareholders Agreement ). The Shareholders Agreement contains customary provisions for the governance of a 50 : 50 joint venture that result in Liberty Global and Vodafone having joint control over decision making with respect to the Dutch JV .

The Shareholders Agreement also provides (i) for a dividend policy that requires the Dutch JV to distribute all unrestricted cash to the Shareholder s every two months (subject to the Dutch JV maintaining a minimum amount of cash and complying with the terms of its financing arrangements) and (ii) that the Dutch 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 Dutch JV undertaking periodic recapitalizations and/or refinancings accordingly.

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

Pursuant to an agreement entered into in connection with the closing of the Dutch JV (the Framework Agreement ), Liberty Global will provide certain services to the Dutch JV on a transitional or ongoing basis (collectively, the Dutch JV Services ). Pursuant to the terms of the Framework Agreement , the ongoing services will be provided for a period of four to six years depending on the type of service, while transitional services will be provided for a period of not less than 12 months after which both parties shall be entitled to terminate based on specified notice periods. The Dutch JV Services provided by Liberty Global will 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 Dutch JV . Liberty Global will charge both fixed and variable fees to the Dutch JV for the Dutch JV Services it provides during the term of the Framework Agreement , including estimated total fees of approximately € 120 million ( $ 127 million ) during 2017 and minimum fees of approximately € 100 million ( $ 105 million ) and € 75 million ( $ 79 million ) during 2018 and 2019, respectively. The estimated fees for the Dutch JV Services during 2017 include approximately € 23 million ( $ 24 million ) of costs that were related to goods and services that were centrally purchased by a Liberty Global corporate subsidiary and passed through to our Netherlands segment, which in turn reported these costs as operating expenses in 2016. Beginning in 2017, these costs will remain in Liberty Global 's operating expenses and will therefore offset a portion of the fees for the Dutch JV Services . The charges for the Dutch JV Services will be included in revenue in our consolidated statement of operations.

The summarized financial condition of the Dutch JV as of December 31, 2016 is set forth below (in millions):

Current assets	$	3,589.8
Long-term assets	20,751.0
Total assets	$	24,340.8
Current liabilities (a)	$	4,360.0
Long-term liabilities	14,041.8
Owners’ equity	5,939.0
Total liabilities and owners’ equity	$	24,340.8

_______________

(a)	Amount includes a $ 21.0 million payable to Liberty Global for services provided to Ziggo Group Holding through December 31, 2016 . We have included the corresponding receivable amount in other current assets in our consolidated balance sheet.

---

Fair Value Investments

ITV . At December 31, 2016, we owned 398,515,510 shares of ITV plc ( ITV ), a commercial broadcaster in the U.K. Our ITV shares represented less than 10.0 % of the total outstanding shares of ITV as of June 30, 2016, the most current publicly-available information. The aggregate purchase price paid to acquire our investment in ITV was financed through borrowings under secured borrowing agreements (the ITV Collar Loan ). All of the ITV shares we hold are subject to a share collar (the ITV Collar ) and pledged as collateral under the ITV Collar Loan . Under the terms of the ITV Collar , the counterparty has the right to re-use all of the pledged ITV shares. For additional information regarding the ITV Collar , see note 7 .

Sumitomo . At December 31, 2016 and 2015 , we owned 45,652,043 shares of Sumitomo Corporation ( Sumitomo ) common stock. Our Sumitomo shares represented less than 5 % of Sumitomo ’s outstanding common stock at September 30, 2016, the most current publicly-available information. These shares secure the Sumitomo Collar Loan and the Sumitomo Share Loan , each as defined and described in note 7 .

ITI Neovision . At December 31, 2016 and 2015 , we owned a 17.0 % interest in ITI Neovision S.A. ( ITI Neovision ) , a privately-held direct-to-home ( DTH ) operator in Poland.

In general, we seek to 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 with respect to the U.S. dollar ( $ ), the euro ( € ), the British pound sterling ( £ ), the Swiss franc ( CHF ), the Chilean peso ( CLP ), the Czech koruna ( CZK ), the Hungarian forint ( HUF ), Indian rupee ( INR ), the Jamaican dollar ( JMD ), the Philippine peso ( PHP ), the the Polish zloty ( PLN ) and the Romanian lei ( RON ).

---

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

	December 31, 2016												December 31, 2015
	Current (a)				Long-term (a)				Total				Current (a)				Long-term (a)				Total
	in millions
Assets:
Cross-currency and interest rate derivative contracts:
Liberty Global Group	$	337.5			$	2,123.1			$	2,460.6			$	263.6			$	1,518.5			$	1,782.1
LiLAC Group	6.9				139.0				145.9				11.8				291.7				303.5
Total cross-currency and interest rate derivative contracts (b)	344.4				2,262.1				2,606.5				275.4				1,810.2				2,085.6
Equity-related derivative instruments - Liberty Global Group (c)	37.1				486.9				524.0				135.5				273.0				408.5
Foreign currency forward and option contracts:
Liberty Global Group	30.7				14.1				44.8				6.2				—				6.2
LiLAC Group	0.3				—				0.3				4.2				—				4.2
Total foreign currency forward and option contracts	31.0				14.1				45.1				10.4				—				10.4
Other - Liberty Global Group	0.2				0.3				0.5				0.6				1.0				1.6
Total assets:
Liberty Global Group	405.5				2,624.4				3,029.9				405.9				1,792.5				2,198.4
LiLAC Group	7.2				139.0				146.2				16.0				291.7				307.7
Total	$	412.7			$	2,763.4			$	3,176.1			$	421.9			$	2,084.2			$	2,506.1
Liabilities:
Cross-currency and interest rate derivative contracts:
Liberty Global Group	$	239.1			$	999.6			$	1,238.7			$	304.9			$	1,194.7			$	1,499.6
LiLAC Group	24.6				28.9				53.5				—				13.8				13.8
Total cross-currency and interest rate derivative contracts (b)	263.7				1,028.5				1,292.2				304.9				1,208.5				1,513.4
Equity-related derivative instruments - Liberty Global Group (c)	8.6				—				8.6				34.7				39.7				74.4
Foreign currency forward contracts:
Liberty Global Group	4.7				0.1				4.8				1.1				—				1.1
LiLAC Group	4.2				—				4.2				—				—				—
Total foreign currency forward and option contracts	8.9				0.1				9.0				1.1				—				1.1
Other - Liberty Global Group	—				0.1				0.1				5.6				0.1				5.7
Total liabilities:
Liberty Global Group	252.4				999.8				1,252.2				346.3				1,234.5				1,580.8
LiLAC Group	28.8				28.9				57.7				—				13.8				13.8
Total	$	281.2			$	1,028.7			$	1,309.9			$	346.3			$	1,248.3			$	1,594.6

---

_______________

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

(b)

We consider credit risk in our fair value assessments. As of December 31, 2016 and 2015 , (i) the fair values of our cross-currency and interest rate derivative contracts that represented assets have been reduced by credit risk valuation adjustments aggregating $ 93.1 million and $ 64.0 million , respectively, and (ii) the fair values of our cross-currency and interest rate derivative contracts that represented liabilities have been reduced by credit risk valuation adjustments aggregating $ 71.5 million and $ 86.5 million , respectively. The adjustments to our derivative assets relate to the credit risk associated with counterparty nonperformance, and the adjustments to our derivative liabilities relate to credit risk associated with our own nonperformance. In all cases, the adjustments take into account offsetting liability or asset positions within a given contract. Our determination of credit risk valuation adjustments generally is based on our and our counterparties’ credit risks, as observed in the credit default swap market and market quotations for certain of our subsidiaries’ debt instruments, as applicable. The changes in the credit risk valuation adjustments associated with our cross-currency and interest rate derivative contracts resulted in net losses of $ 16.4 million , $ 9.3 million and $ 120.9 million during 2016 , 2015 and 2014 , respectively. These amounts are included in realized and unrealized gains on derivative instruments, net, in our consolidated statements of operations. For further information regarding our fair value measurements, see note 8 .

(c)

Our equity-related derivative instruments primarily include the fair value of (i) the ITV Collar (ii) the share collar with respect to the shares of Sumitomo held by our company (the Sumitomo Collar ), (iii) the Lionsgate Forward and (iv) at December 31, 2015, Virgin Media ’s conversion hedges with respect to Virgin Media ’s 6.50 % convertible senior notes (the Virgin Media Capped Calls ). The fair values of the ITV Collar , the Sumitomo Collar and the Lionsgate Forward do not include credit risk valuation adjustments as we assume that any losses incurred by our company in the event of nonperformance by the respective counterparty would be, subject to relevant insolvency laws, fully offset against amounts we owe to such counterparty pursuant to the related secured borrowing arrangements.

---

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

	Year ended December 31,
	2016				2015				2014
	in millions
Cross-currency and interest rate derivative contracts:
Liberty Global Group	$	716.2			$	855.7			$	252.5
LiLAC Group	( 216.8		)		217.0				41.1
Total cross-currency and interest rate derivative contracts	499.4				1,072.7				293.6
Equity-related derivative instruments - Liberty Global Group:
ITV Collar	351.5				( 222.6		)		( 77.4		)
Sumitomo Collar	( 25.6		)		( 20.3		)		( 46.0		)
Lionsgate Forward	10.1				14.5				—
Ziggo Collar (a)	—				—				( 113.3		)
Other	1.6				0.7				0.4
Total equity-related derivative instruments	337.6				( 227.7		)		( 236.3		)
Foreign currency forward and option contracts:
Liberty Global Group	18.1				( 9.0		)		29.0
LiLAC Group	( 9.1		)		10.3				2.6
Total foreign currency forward contracts	9.0				1.3				31.6
Other - Liberty Global Group	( 0.9		)		0.9				( 0.1		)
Total Liberty Global Group	1,071.0				619.9				45.1
Total LiLAC Group	( 225.9		)		227.3				43.7
Total	$	845.1			$	847.2			$	88.8

_______________

(a)	Upon completion of the Ziggo Acquisition , the Ziggo Collar (as defined and described below) was terminated.

---

The following table sets forth the classification of the net cash inflows (outflows) of our derivative instruments:

	Year ended December 31,
	2016				2015				2014
	in millions
Operating activities:
Liberty Global Group	$	47.9			$	( 225.9	)		$	( 425.2	)
LiLAC Group	( 6.1		)		( 28.8		)		( 20.5		)
Total operating activities	41.8				( 254.7		)		( 445.7		)
Investing activities:
Liberty Global Group	( 2.9		)		15.6				( 30.2		)
LiLAC Group	( 3.4		)		2.2				—
Total investing activities	( 6.3		)		17.8				( 30.2		)
Financing activities:
Liberty Global Group	( 251.5		)		( 301.2		)		( 183.6		)
LiLAC Group	—				—				( 37.4		)
Total financing activities	( 251.5		)		( 301.2		)		( 221.0		)
Total cash outflows:
Liberty Global Group	( 206.5		)		( 511.5		)		( 639.0		)
LiLAC Group	( 9.5		)		( 26.6		)		( 57.9		)
Total	$	( 216.0	)		$	( 538.1	)		$	( 696.9	)

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. With the exception of a limited number of instances where we have required a counterparty to post collateral, neither party has posted collateral under the derivative instruments of our subsidiary borrowing groups. At December 31, 2016 , our exposure to counterparty credit risk included derivative assets with an aggregate fair value of $ 2,424.6 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 under each of these master agreements 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.

Under our derivative contracts, it is generally only the non-defaulting party that has a contractual option to exercise early termination rights upon the default of the other counterparty and to set off other liabilities against sums due upon such termination. However, in an insolvency of a derivative counterparty, under the laws of certain jurisdictions, the defaulting counterparty or its insolvency representatives may be able to compel the termination of one or more derivative contracts and trigger early termination payment liabilities payable by us, reflecting any mark-to-market value of the contracts for the counterparty. Alternatively, or in addition, the insolvency laws of certain jurisdictions may require the mandatory set off of amounts due under such derivative contracts against present and future liabilities owed to us under other contracts between us and the relevant counterparty. Accordingly, it is possible that we may be subject to obligations to make payments, or may have 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

In the following tables, we present the details of the various categories of our subsidiaries’ derivative instruments. For each subsidiary with multiple derivative instruments that mature within the same calendar month, the notional amounts are shown in the aggregate, and interest rates are presented on a weighted average basis. In addition, for derivative instruments that were in effect as of December 31, 2016 , we present a single date that represents the applicable final maturity date. For derivative instruments that become effective subsequent to December 31, 2016 , we present a range of dates that represents the period covered by the applicable derivative instruments.

Cross-currency and Interest Rate Derivative Contracts

Cross-currency Swaps:

The terms of our outstanding cross-currency swap contracts at December 31, 2016 are as follows:

---

---

Subsidiary / F inal maturity date		Notional amount due from counterparty				Notional amount due to counterparty				Interest rate due from counterparty		Interest rate due to (from) counterparty
		in millions
Virgin Media Investment Holdings Limited ( VMIH ), a subsidiary of Virgin Media:
January 2023		$	400.0			€	339.6			5.75 %		4.33 %
January 2025		$	1,855.0			£	1,231.6			6 mo. LIBOR + 2.75%		6 mo. GBP LIBOR + 3.27%
January 2023		$	1,000.0			£	648.6			5.25 %		5.32 %
January 2025		$	970.0			£	742.6			6 mo. LIBOR + 2.75%		4.68 %
August 2024		$	750.0			£	527.0			5.50 %		5.46 %
February 2022 (a)		$	688.6			£	429.0			4.93 %		5.39 %
April 2023 (a)		$	480.0			£	299.1			1.55 %		1.78 %
February 2022 - April 2023		$	475.0			£	295.6			4.88 %		5.32 %
October 2022		$	450.0			£	272.0			6.00 %		6.43 %
January 2021		$	447.9			£	276.7			5.25 %		6 mo. GBP LIBOR + 2.06%
January 2022 - January 2025		$	425.0			£	255.8			3 mo. LIBOR		4.86 %
January 2022		$	425.0			£	255.8			5.50 %		4.86 %
January 2025		$	383.5			£	239.5			6 mo. LIBOR + 2.75%		5.56 %
April 2019		$	191.5			£	122.3			6 mo. LIBOR + 2.75%		4.45 %
April 2019 - January 2025		$	191.5			£	122.3			6 mo. LIBOR + 2.75%		5.43 %
October 2019		$	100.0			£	65.4			7.19%		7.23 %
October 2019 - October 2022		$	50.0			£	30.7			6.00 %		5.75 %
October 2019 - April 2023		$	50.0			£	30.3			6.38 %		6.84 %

Subsidiary / F inal maturity date		Notional amount due from counterparty				Notional amount due to counterparty				Interest rate due from counterparty		Interest rate due to (from) counterparty
		in millions
October 2019 (a)		£	30.3			$	50.0			2.14 %		2.00 %
UPC Broadband Holding B.V. ( UPC Broadband Holding ), a subsidiary of UPC Holding:
January 2023		$	1,140.0			€	1,043.7			5.38 %		3.71 %
August 2024		$	412.9			€	315.8			6 mo. LIBOR + 3.00%		6 mo. EURIBOR + 3.36%
August 2024		$	325.0			€	238.7			6 mo. LIBOR + 3.00%		3.87 %
January 2017 - August 2024		$	262.1			€	194.1			6 mo. LIBOR + 3.00%		6 mo. EURIBOR + 3.13%
August 2024		$	250.0			€	181.4			7.25 %		7.15 %
August 2024		$	225.0			CHF	206.3			6 mo. LIBOR + 3.00%		3.02 %
August 2024		$	200.0			CHF	186.0			6 mo. LIBOR + 3.00%		6 mo. CHF LIBOR + 3.05%
January 2017 - July 2023		$	200.0			CHF	185.5			6 mo. LIBOR + 2.50%		6 mo. CHF LIBOR + 2.48%
August 2024		$	175.0			CHF	158.7			7.25 %		6 mo. CHF LIBOR + 5.01%
January 2017 - July 2021		$	100.0			CHF	92.8			6 mo. LIBOR + 2.50%		6 mo. CHF LIBOR + 2.49%
July 2021 - August 2024		$	100.0			CHF	92.8			6 mo. LIBOR + 3.00%		6 mo. CHF LIBOR + 2.48%
August 2024 (a)		€	379.2			$	425.0			2.45 %		2.76 %
September 2022		€	600.0			CHF	728.2			6 mo. EURIBOR + 2.59%		6 mo. CHF LIBOR + 2.71%
January 2020		€	460.1			CHF	566.5			9.41 %		8.21 %
July 2023		€	450.0			CHF	488.6			— %		( 0.45 )%
January 2017 - August 2024		€	383.8			CHF	477.0			6 mo. EURIBOR + 2.00%		6 mo. CHF LIBOR + 2.27%
January 2021		€	234.2			CHF	253.0			2.51 %		2.22 %
January 2020		€	161.0			CHF	264.0			6 mo. EURIBOR + 3.75%		6 mo. CHF LIBOR + 2.88%
August 2024		€	70.1			CHF	84.8			6 mo. EURIBOR + 2.50%		6 mo. CHF LIBOR + 3.07%
July 2023		€	56.0			CHF	62.4			6 mo. EURIBOR + 2.21%		6 mo. CHF LIBOR + 2.65%
January 2020		€	318.9			CZK	8,818.7			5.58 %		5.44 %
January 2022		€	99.6			CZK	2,703.1			4.51 %		4.82 %
December 2021		€	488.0			HUF	138,437.5			5.50 %		7.39 %
January 2022		€	707.0			PLN	2,999.5			5.10 %		8.15 %
January 2020		€	144.6			PLN	605.0			5.50 %		7.98 %
January 2022		€	191.0			RON	490.0			3.19 %		10.94 %
Unitymedia Hessen GmbH & Co. KG ( Unitymedia Hessen ), a subsidiary of Unitymedia:
January 2023		$	2,450.0			€	1,799.0			5.62 %		4.76 %
Telenet International Finance S.a.r.l ( Telenet International ), a subsidiary of Telenet:
June 2024		$	850.0			€	743.3			3 mo. LIBOR + 3.50%		3.47 %

Subsidiary / F inal maturity date		Notional amount due from counterparty				Notional amount due to counterparty				Interest rate due from counterparty		Interest rate due to (from) counterparty
		in millions
January 2025		$	650.0			€	587.1			3 mo. LIBOR + 3.00%		3.16 %
June 2024		€	743.3			$	850.0			0.47 %		0.50 %
Sable International Finance Limited ( Sable ), a subsidiary of CWC:
December 2022		$	108.3			JMD	13,817.5			— %		8.75 %
March 2019		£	146.7			$	194.3			8.63 %		9.79 %
VTR:
January 2022		$	1,400.0			CLP	951,390.0			6.88 %		6.36 %

_______________

(a)	Unlike the other cross-currency swaps presented in this table, the identified cross-currency swaps 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 interest payments and receipts.

Interest Rate Swaps:

The terms of our outstanding interest rate swap contracts at December 31, 2016 are as follows:

---

Subsidiary / Final maturity date		Notional amount				Interest rate due from counterparty		Interest rate due to (from) counterparty
		in millions
VMIH:
October 2017		$	1,855.0			1 mo. LIBOR + 2.75%		6 mo. LIBOR + 2.47%
October 2018		£	1,198.3			6 mo. GBP LIBOR		1.52 %
January 2021		£	905.1			6 mo. GBP LIBOR + 0.71%		2.37 %
October 2018 - January 2025		£	858.3			6 mo. GBP LIBOR		2.41 %
June 2023		£	849.4			6 mo. GBP LIBOR		1.70 %
January 2021		£	628.4			5.50 %		6 mo. GBP LIBOR + 1.84%
October 2018 - June 2023		£	340.0			6 mo. GBP LIBOR		2.43 %
April 2023		£	108.9			6.85 %		6 mo. GBP LIBOR + 5.62%
October 2022		£	51.5			6.42 %		6 mo. GBP LIBOR + 5.23%
January 2025		£	33.3			6 mo. GBP LIBOR		1.37 %
UPC Broadband Holding:
January 2017 - January 2018		$	2,150.0			1 mo. LIBOR + 3.00%		6 mo. LIBOR + 2.56%
August 2024		$	425.0			6 mo. LIBOR + 5.76%		7.25 %
September 2022		€	600.0			6.38 %		6 mo. EURIBOR + 4.14%
January 2026 (a)		€	600.0			6 mo. EURIBOR		1.54 %
September 2022		CHF	728.2			6 mo. CHF LIBOR		1.75 %
August 2024		CHF	558.8			6 mo. CHF LIBOR		0.93 %
July 2021 - August 2024		CHF	400.0			6 mo. CHF LIBOR		0.02 %
July 2021		CHF	400.0			6 mo. CHF LIBOR		0.40 %
August 2024		CHF	279.2			6 mo. CHF LIBOR + 2.85%		3.13 %
January 2020		CHF	264.0			6 mo. CHF LIBOR		( 0.65 )%

Subsidiary / Final maturity date		Notional amount				Interest rate due from counterparty		Interest rate due to (from) counterparty
		in millions
Unitymedia Hessen:
January 2023		€	268.2			6 mo. EURIBOR + 4.82%		5.01 %
January 2023		€	268.2			5.02 %		6 mo. EURIBOR + 4.82%
Telenet International:
December 2017 (a)		$	1,500.0			1 mo. LIBOR + 3.00%		3 mo. LIBOR + 2.83%
June 2023		€	1,300.0			3 mo. EURIBOR		0.33 %
June 2023 - January 2025		€	1,093.0			3 mo. EURIBOR		1.09 %
July 2017		€	800.0			3 mo. EURIBOR		( 0.17 )%
June 2023		€	557.0			0.04 %		3 mo. EURIBOR
June 2022 - January 2025		€	475.0			3 mo. EURIBOR		0.94 %
July 2017 - June 2022		€	420.0			3 mo. EURIBOR		2.08 %
July 2017 - June 2023		€	382.0			3 mo. EURIBOR		1.89 %
June 2022		€	55.0			3 mo. EURIBOR		1.81 %
June 2023 - January 2025		€	32.0			3 mo. EURIBOR		1.10 %
Sable:
December 2017 (a)		$	1,100.0			1 mo. LIBOR + 4.75%		3 mo. LIBOR + 4.68%
December 2022		$	1,100.0			3 mo. LIBOR		1.84 %
Liberty Puerto Rico:
January 2022		$	506.3			3 mo. LIBOR		2.49 %
January 2019		$	168.8			3 mo. LIBOR		1.96 %

_______________

(a)	Represents interest rate swap contracts in which the receivable portion of the contract has an interest rate floor.

---

Interest Rate Caps

Our purchased and sold interest rate cap contracts with respect to EURIBOR at December 31, 2016 are detailed below:

		December 31, 2016
Subsidiary / Final maturity date		Notional amount				EURIBOR cap rate
		in millions
Interest rate caps purchased:
Virgin Media Receivables Financing PLC (a):
October 2020		£	125.0			0.97 %
Liberty Global Europe Financing B.V. ( LGE Financing ), the immediate parent of UPC Holding (b):
January 2020		€	735.0			7.00 %
Telenet International (b):
June 2017		€	50.0			4.50 %
Telenet N.V., a subsidiary of Telenet (b):
December 2017		€	0.3			6.50 %
December 2017		€	0.3			5.50 %
Liberty Puerto Rico (a):
January 2022		$	258.8			3.50 %
January 2019 - July 2023		$	177.5			3.50 %
Interest rate cap sold (c):
UPC Broadband Holding:
January 2020		€	735.0			7.00 %

_______________

(a)	These purchased interest rate caps entitle us to receive payments from the counterparty when the relevant LIBOR exceeds the LIBOR cap rate during the specified observation periods.

(b)	These purchased interest rate caps entitle us to receive payments from the counterparty when the relevant EURIBOR exceeds the EURIBOR cap rate during the specified observation periods.

(c)	Our sold interest rate cap requires that we make payments to the counterparty when the relevant EURIBOR exceeds the EURIBOR cap rate during the specified observation periods.

Interest Rate Collars

Our interest rate collar contracts establish floor and cap rates with respect to EURIBOR on the indicated notional amounts at December 31, 2016 , as detailed below:

		December 31, 2016
Subsidiary / Final maturity date		Notional amount				EURIBOR floor rate (a)		EURIBOR cap rate (b)
		in millions
UPC Broadband Holding:
July 2017 - January 2020		€	1,135.0			1.00 %		3.54 %

_______________

(a)	We make payments to the counterparty when the relevant EURIBOR is less than the EURIBOR floor rate during the specified observation periods.

---

(b)	We receive payments from the counterparty when the relevant EURIBOR is greater than the EURIBOR cap rate during the specified observation periods.

Equity-related Derivative Instruments

ITV Collar and Secured Borrowing . The ITV Collar comprises (i) purchased put options exercisable by Liberty Global Incorporated Limited ( Liberty Global Limited ), our wholly-owned subsidiary, and (ii) written call options exercisable by the counterparty. The ITV Collar effectively hedges the value of our investment in ITV shares from losses due to market price decreases below the put option price while retaining a portion of the gains from market price increases up to the call option price. The fair value of the ITV Collar as of December 31, 2016 was a net asset of $ 311.9 million , which is classified as non-current in our consolidated balance sheet. For additional information regarding our investment in ITV , see note 6 . The ITV Collar has settlement dates ranging from October 2017 through May 2019.

The ITV Collar and related agreements also provide Liberty Global Limited with the ability to effectively finance the purchase of its ITV shares pursuant to the ITV Collar Loan . In July 2014 and in connection with our initial investment in ITV , Liberty Global Limited borrowed £ 446.9 million ( $ 764.5 million at the transaction date) under the ITV Collar Loan . In July 2015 and in connection with an additional investment in ITV (the Additional ITV Investment ), Liberty Global Limited (i) modified the purchased put option and written call option strike prices within the ITV Collar and (ii) increased its borrowings under the ITV Collar Loan , resulting in net cash received of $ 92.0 million . The amount received in connection with the Additional ITV Investment includes $ 77.5 million of cash borrowings under the ITV Collar Loan that were not required to fund the Additional ITV Investment and $ 14.5 million related to the ITV Collar Loan modifications. Immediately prior to the completion of these modifications, the fair value of the ITV Collar was a $ 270.5 million liability. In connection with the ITV Collar modifications, this liability was effectively transferred on a non-cash basis to the principal amount of the ITV Collar Loan .

At December 31, 2016 , borrowings under the ITV Collar Loan were secured by all 398,515,510 of our ITV shares, which have been placed into a custody account. The ITV Collar Loan was issued at a discount with a zero coupon rate and has an average implied yield of 139 basis points ( 1.39 % ). The ITV Collar Loan , which has maturity dates consistent with the ITV Collar and contains no financial covenants, provides for customary representations and warranties, events of default and certain adjustment and termination events. Under the terms of the ITV Collar , the counterparty has the right to re-use the pledged ITV shares held in the custody account, but we have the right to recall the shares that are re-used by the counterparty subject to certain costs. In addition, the counterparty retains dividends on the ITV shares that the counterparty would need to borrow from the custody account to hedge its exposure under the ITV Collar (an estimated 390 million shares at December 31, 2016 ).

Sumitomo Collar and Secured Borrowing. The Sumitomo Collar comprises purchased put options exercisable by Liberty Programming Japan LLC ( Liberty Programming Japan ), our wholly-owned subsidiary, and written call options exercisable by the counterparty with respect to a portion of the Sumitomo shares owned by Liberty Programming Japan . At December 31, 2016 , the Sumitomo Collar effectively hedges the value of 27,391,305 , or 60 % , of our Sumitomo shares from losses due to market price decreases below the put strike price. The Sumitomo Collar provides for a projected gross cash ordinary dividend to be paid per Sumitomo share during the term of the Sumitomo Collar . If the actual dividend paid does not exactly match the projected dividend, then an adjustment amount shall be payable between the parties to the Sumitomo Collar depending on the dividend actually paid by Sumitomo . The Sumitomo Collar may, at the option of Liberty Programming Japan , be settled in Sumitomo shares or in cash. The Sumitomo Collar also includes a purchased fair value put option, which effectively provides Liberty Programming Japan with the ability to sell the Sumitomo shares when the market price is trading between the put and call strike prices. The fair value of the Sumitomo Collar as of December 31, 2016 was a net asset of $ 179.9 million , which is classified as non-current in our consolidated balance sheet.

The Sumitomo Collar and related agreements also provide Liberty Programming Japan with the ability to borrow funds on a secured basis. Borrowings under these agreements (the Sumitomo Collar Loan ) are secured by 60 % of our Sumitomo shares and bear interest at 1.883 % . The pledge arrangement entered into by Liberty Programming Japan provides that Liberty Programming Japan will be able to exercise all voting and consensual rights and, subject to the terms of the Sumitomo Collar , receive dividends on the Sumitomo shares. Borrowings under the Sumitomo Collar Loan are included in our long-term debt and capital lease obligations in our consolidated balance sheets. For additional information, see note 10.

The Sumitomo Collar and the Sumitomo Collar Loan each mature in five equal semi-annual installments, the first and second of which became due on May 22, 2016 and November 22, 2016. In May and November 2016, Liberty Programming Japan borrowed

---

shares of Sumitomo pursuant to a securities lending arrangement (the Sumitomo Share Loan ) to settle the first and second installments due on the Sumitomo Collar Loan . The Sumitomo Share Loan , which we have elected to account for at fair value, bears interest at 1.10 % and matures on the fifth anniversary of the respective borrowing dates. The Sumitomo Share Loan , together with the Sumitomo Collar, effectively hedge 100 % of our Sumitomo shares from losses due to market price decreases. The Sumitomo Share Loan is secured by 40 % of our Sumitomo shares. These shares were released from the Sumitomo Collar Loan after settlement of the first and second installments.

Lionsgate Forward and Secured Borrowing. The Lionsgate Forward has the economic equivalent of (i) purchased put options exercisable by Liberty Global Limited and (ii) written call options exercisable by the counterparty. The Lionsgate Forward effectively hedges the value of 2.5 million of our Lionsgate shares from losses due to market price decreases below the put option price while retaining a portion of the gains from market price increases up to the call option price. The fair value of the Lionsgate Forward as of December 31, 2016 was a net asset of $ 23.6 million , which is classified as non-current in our consolidated balance sheet. For additional information regarding our investment in Lionsgate , see note 6 . The Lionsgate Forward has settlement dates ranging from July 2019 through March 2022.

The Lionsgate Forward and related agreements also provide Liberty Global Limited with the ability to effectively finance a portion of the purchase of its Lionsgate shares pursuant to the Lionsgate Loan . In November 2015, Liberty Global Limited borrowed $ 69.7 million under the Lionsgate Loan . At December 31, 2016 , borrowings under the Lionsgate Loan were secured by 2.5 million of our Lionsgate shares, which have been placed into a custody account. The Lionsgate Loan was issued at a discount with a zero coupon rate and an average implied yield of 350 basis points ( 3.5 % ). The Lionsgate Loan , which has maturity dates consistent with the Lionsgate Forward and contains no financial covenants, provides for customary representations and warranties, events of default and certain adjustment and termination events. Under the terms of the Lionsgate Forward , the counterparty does not have the right to re-use the pledged Lionsgate shares without permission from Liberty Global . In addition, Liberty Global Limited is obligated to share with the counterparty the economic benefit of any dividends paid during the term of the pledge based on a formula that takes into account a theoretical hedging position by the counterparty under the Lionsgate Forward (an estimated 1.7 million shares at December 31, 2016 ).

Ziggo Collar and Secured Borrowing . During 2013, Liberty Global Limited entered into a share collar (the Ziggo Collar ) and secured borrowing arrangement (the Ziggo Collar Loan ) with respect to the then owned 24,957,000 Ziggo shares. The Ziggo Collar was comprised of (i) purchased put options exercisable by Liberty Global Limited and (ii) sold call options exercisable by the counterparty. Prior to the Ziggo Acquisition , the Ziggo Collar effectively hedged the value of a portion of our investment in Ziggo shares from significant losses due to market price decreases below the put option price while retaining a portion of the gains from market price increases up to the call option price. The Ziggo Collar and related agreements also provided Liberty Global Limited with the ability to effectively finance the purchase of certain of its Ziggo shares pursuant to the Ziggo Collar Loan . Upon completion of the Ziggo Acquisition (see note 4 ), the Ziggo Collar was terminated and the Ziggo Collar Loan was settled.

Virgin Media Capped Calls . During 2010, Virgin Media entered into the Virgin Media Capped Calls in order to offset a portion of the dilutive effects associated with the exchange of certain exchangeable notes of Virgin Media . During 2013, and in connection with the exchange of certain exchangeable notes of Virgin Media , we settled 93.8 % of the notional amount of the Virgin Media Capped Calls . During 2016, the remaining outstanding notional amount of the Virgin Media Capped Calls was settled for cash proceeds of $ 36.2 million .

---

Foreign Currency Forwards

The following table summarizes our outstanding foreign currency forward contracts at December 31, 2016 :

Subsidiary		Currency purchased forward				Currency sold forward				Maturity dates
		in millions
LGE Financing		$	166.1			€	143.8			January 2017 - October 2018
LGE Financing		$	133.7			£	94.6			January 2017 - February 2019
LGE Financing		€	126.0			£	99.0			January 2017 - December 2018
LGE Financing		£	2.7			€	3.2			April 2017 - December 2017
UPC Broadband Holding		$	2.6			CZK	60.0			January 2017 - December 2017
UPC Broadband Holding		€	368.1			CHF	398.6			January 2017 - June 2017
UPC Broadband Holding		€	20.1			CZK	540.0			January 2017 - December 2017
UPC Broadband Holding		€	19.0			HUF	6,000.0			January 2017 - December 2017
UPC Broadband Holding		€	36.0			PLN	160.9			January 2017 - December 2017
UPC Broadband Holding		£	0.9			€	1.2			January 2017 - March 2017
Telenet N.V.		$	47.1			€	41.5			January 2017 - November 2017
VTR		$	149.7			CLP	104,207.4			January 2017 - December 2017

Foreign Currency Forward Options

The following tables sets forth the outstanding foreign currency forward option contracts at December 31, 2016 :

Subsidiary

Notional

Exchange Currency

Weighted Average Strike Price

Maturity dates

in millions

VMIH (a)

£

7.0

Indian rupee

INR

95.28

January 2017 - March 2018

VMIH (a)

£

16.9

Philippine peso

PHP

66.35

January 2017 - September 2017

UPC Broadband Holding

€

286.6

Polish zloty

PLN

4.07

April 2018

_______________

(a)	Represents the aggregate notional amount and the weighted average strike price for multiple contracts that expire at various dates within the disclosed range of maturity dates. We account for these contracts using hedge accounting.

We use the fair value method to account for (i) certain of our investments, (ii) our derivative instruments, (iii) certain instruments that we classify as debt and (iv) the Sumitomo Share Loan . The reported fair values of these investments and instruments as of December 31, 2016 likely will not represent the value that will be paid or received upon the ultimate settlement or disposition of these assets and liabilities. In the case of the investments that we account for using the fair value method, the values we realize upon disposition will be dependent upon, among other factors, market conditions and the forecasted financial performance of the investees at the time of any such disposition. With respect to our derivative and certain debt instruments, we expect that the values realized generally will be based on market conditions at the time of settlement, which may occur at the maturity of the derivative instrument or at the time of the repayment or refinancing of the underlying debt instrument.

U.S. 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 2016 , no such 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 ITV , Sumitomo and Lionsgate , 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 (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 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.

During the second quarter of 2016, we entered into the Sumitomo Share Loan . As the primary input for this recurring fair value measurement is the quoted market price of the borrowed shares of Sumitomo , we believe this valuation falls under Level 1 of the fair value hierarchy.

The recurring fair value measurement of our equity-related derivative instruments are based on binomial option pricing models, which require the input of observable and unobservable variables such as exchange-traded equity prices, risk-free interest rates, dividend yields 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, 2016 , the valuations of the ITV Collar , the Sumitomo Collar and the Lionsgate Forward were not significantly impacted by forecasted volatilities.

In order to manage our interest rate and foreign currency exchange risk, we have entered into (i) various derivative instruments and (ii) certain instruments that we classify as debt, as further described in notes 7 and 10 , respectively. The recurring fair value measurements of these instruments are determined using discounted cash flow models. With the exception of the inputs for the U.S. dollar to Jamaican dollar cross-currency swaps (the Sable Currency Swap ) held by Sable , 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 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 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. 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 changes in our or our counterparties’ credit spreads to have a significant impact on the valuations of these instruments, we have determined that these valuations (other than the Sable Currency Swap valuation) fall under Level 2 of the fair value hierarchy. Due to the lack of Level 2 inputs for the Sable Currency Swap valuation, we believe this valuation falls under Level 3 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 7 .

Fair value measurements are also used in connection with nonrecurring valuations performed in connection with impairment assessments, acquisition accounting and the accounting for our initial investment in the Dutch JV . These nonrecurring valuations include the valuation of reporting units, customer relationship and other intangible assets, property and equipment, the implied

---

value of goodwill and the valuation of our initial investment in the Dutch JV . The valuation of private reporting units and our initial investment in the Dutch JV is 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, 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. All of our nonrecurring valuations use significant unobservable inputs and therefore fall under Level 3 of the fair value hierarchy. During 2016 , 2015 and 2014 , we performed nonrecurring valuations for the purpose of determining (i) the acquisition accounting for the CWC Acquisition , the BASE Acquisition , the Choice Acquisition and the Ziggo Acquisition and (ii) the valuation of our initial investment in the Dutch JV . The weighted average discount rates used in the preliminary valuation of the customer relationships acquired as a result of the CWC Acquisition ranged from 8.8 % to 12.8 % . None of the valuations for the BASE Acquisition had a significant impact on our consolidated balance sheet. We used discount rates of (a) 11.75 % and 12.25 % for our respective valuations of the customer relationships and cable television franchise rights acquired as a result of the Choice Acquisition and (b) 8.50 % for our valuation of the customer relationships acquired as a result of the the Ziggo Acquisition . The weighted average cost of capital used to value our initial investment in the Dutch JV was 7.0 % . For information regarding our acquisitions, see note 4 . For information regarding our investment in the Dutch JV , see note 6 .

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, 2016 using:
Description		December 31, 2016				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		$	2,606.5			$	—			$	2,606.5			$	—
Equity-related derivative instruments		524.0				—				—				524.0
Foreign currency forward and option contracts		45.1				—				45.1				—
Other		0.5				—				0.5				—
Total derivative instruments		3,176.1				—				2,652.1				524.0
Investments		2,057.2				1,682.4				—				374.8
Total assets		$	5,233.3			$	1,682.4			$	2,652.1			$	898.8
Liabilities:
Derivative instruments:
Cross-currency and interest rate derivative contracts		$	1,292.2			$	—			$	1,281.5			$	10.7
Equity-related derivative instruments		8.6				—				—				8.6
Foreign currency forward and option contracts		9.0				—				9.0				—
Other		0.1				—				0.1				—
Total derivative liabilities		1,309.9				—				1,290.6				19.3
Debt		344.4				215.5				128.9				—
Total liabilities		$	1,654.3			$	215.5			$	1,419.5			$	19.3

---

						Fair value measurements at December 31, 2015 using:
Description		December 31, 2015				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		$	2,085.6			$	—			$	2,085.6			$	—
Equity-related derivative instruments		408.5				—				—				408.5
Foreign currency forward contracts		10.4				—				10.4				—
Other		1.6				—				1.6				—
Total derivative instruments		2,506.1				—				2,097.6				408.5
Investments		2,591.8				2,257.2				—				334.6
Total assets		$	5,097.9			$	2,257.2			$	2,097.6			$	743.1
Liabilities - derivative instruments:
Cross-currency and interest rate derivative contracts		$	1,513.4			$	—			$	1,513.4			$	—
Equity-related derivative instruments		74.4				—				—				74.4
Foreign currency forward contracts		1.1				—				1.1				—
Other		5.7				—				5.7				—
Total liabilities		$	1,594.6			$	—			$	1,520.2			$	74.4

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 and interest rate derivative contracts				Equity-related derivative instruments				Total
	in millions
Balance of net assets at January 1, 2016	$	334.6			$	—			$	334.1			$	668.7
Gains included in net earnings (a):
Realized and unrealized gains (losses) on derivative instruments, net	—				( 10.7		)		337.6				326.9
Realized and unrealized gains due to changes in fair values of certain investments, net	135.9				—				—				135.9
Settlements (b)	—				—				( 184.9		)		( 184.9		)
Dispositions	( 125.4		)		—				19.2				( 106.2		)
Additions	51.1				—				—				51.1
Foreign currency translation adjustments and other, net	( 21.4		)		—				9.4				( 12.0		)
Balance of net assets at December 31, 2016	$	374.8			$	( 10.7	)		$	515.4			$	879.5

_______________

(a)	Includes an aggregate net gain of $ 101.4 million related to net assets that were sold or settled during 2016.

(b)	Includes the partial settlement of the Sumitomo Collar and the settlement of the Virgin Media Capped Calls . For additional information, see note 7 .

---

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, 2016		December 31,
			2016				2015
			in millions
Distribution systems:	3 to 30 years
Liberty Global Group			$	21,249.9			$	24,447.2
LiLAC Group			3,522.0				1,037.8
Total			24,771.9				25,485.0
Customer premises equipment:	3 to 5 years
Liberty Global Group			4,829.9				5,651.1
LiLAC Group			1,205.4				801.4
Total			6,035.3				6,452.5
Support equipment, buildings and land:	3 to 50 years
Liberty Global Group			4,385.5				4,461.4
LiLAC Group			954.8				341.0
Total			5,340.3				4,802.4
Total property and equipment, gross:
Liberty Global Group			30,465.3				34,559.7
LiLAC Group			5,682.2				2,180.2
Total			36,147.5				36,739.9
Accumulated depreciation:
Liberty Global Group			( 13,216.0		)		( 13,719.2		)
LiLAC Group			( 1,821.3		)		( 1,336.7		)
Total			( 15,037.3		)		( 15,055.9		)
Total property and equipment, net:
Liberty Global Group			17,249.3				20,840.5
LiLAC Group			3,860.9				843.5
Total			$	21,110.2			$	21,684.0

Depreciation expense related to our property and equipment was $ 4,551.9 million , $ 4,501.4 million and $ 4,401.6 million during 2016 , 2015 and 2014 , respectively.

At December 31, 2016 and 2015 , the amount of property and equipment, net, recorded under capital leases was $ 1,061.5 million and $ 1,281.7 million , respectively. Most of these amounts relate to assets included in our distribution systems category. Depreciation of assets under capital leases is included in depreciation and amortization in our consolidated statements of operations.

During 2016 , 2015 and 2014 , we recorded non-cash increases to our property and equipment related to vendor financing arrangements of $ 2,064.2 million , $ 1,481.5 million and $ 975.3 million , respectively, which exclude related VAT of $ 277.9 million , $ 189.3 million and $ 114.9 million , respectively, that was also financed by our vendors under these arrangements. In addition, during 2016 , 2015 and 2014 , we recorded non-cash increases to our property and equipment related to assets acquired under capital leases of $ 111.6 million , $ 106.1 million and $ 127.2 million , respectively.

---

Most of our property and equipment is pledged as security under our various debt instruments. For additional information, see note 10 .

During the fourth quarter of 2014, we recorded an impairment charge of $ 68.7 million to reduce the carrying amount of certain of Ziggo ’s internal-use software assets to zero following our determination that these assets would have no future service potential for our combined operations in the Netherlands.

Goodwill

Changes in the carrying amount of our goodwill during 2016 are set forth below:

	January 1, 2016				Acquisitions and related adjustments				Disposition (a)				Foreign currency translation adjustments and other				December 31, 2016
	in millions
Liberty Global Group:
European Division:
U.K./Ireland	$	8,790.7			$	12.9			$	—			$	( 1,391.3	)		$	7,412.3
Belgium	1,777.1				330.7				—				( 75.1		)		2,032.7
The Netherlands	7,851.3				—				( 7,621.2		)		( 230.1		)		—
Germany	3,104.4				—				—				( 91.2		)		3,013.2
Switzerland/Austria	3,500.4				11.8				—				( 68.8		)		3,443.4
Total Western Europe	25,023.9				355.4				( 7,621.2		)		( 1,856.5		)		15,901.6
Central and Eastern Europe	1,186.9				1.9				—				( 44.4		)		1,144.4
Total European Division	26,210.8				357.3				( 7,621.2		)		( 1,900.9		)		17,046.0
Corporate and other	34.0				—				( 16.0		)		( 0.3		)		17.7
Total Liberty Global Group	26,244.8				357.3				( 7,637.2		)		( 1,901.2		)		17,063.7
LiLAC Group:
LiLAC Division:
CWC	—				5,544.3				—				( 38.2		)		5,506.1
Chile	377.0				—				—				20.9				397.9
Puerto Rico	277.7				—				—				—				277.7
Total LiLAC Division	654.7				5,544.3				—				( 17.3		)		6,181.7
Corporate and other (b)	120.9				—				—				—				120.9
Total LiLAC Group	775.6				5,544.3				—				( 17.3		)		6,302.6
Total	$	27,020.4			$	5,901.6			$	( 7,637.2	)		$	( 1,918.5	)		$	23,366.3

_______________

(a)	Represents goodwill associated with Ziggo Group Holding , which was contributed to the Dutch JV on December 31, 2016. For additional information, see note 5 .

(b)	Represents enterprise-level goodwill that is allocated to our Puerto Rico segment for purposes of our impairment tests.

Based on the results of our October 1, 2016 goodwill impairment test, a hypothetical decline of 20% or more in the fair value of any of CWC’s reporting units could result in the need to record a goodwill impairment charge. At December 31, 2016, the aggregate goodwill associated with the CWC reporting units was $ 5.5 billion . If, among other factors, (i) the equity values of the LiLAC Group were to remain depressed or decline further or (ii) the adverse impacts of economic, competitive, regulatory or other factors were to cause our results of operations or cash flows to be worse than anticipated, we could conclude in future periods

---

that impairment charges are required in order to reduce the carrying values of our goodwill and, to a lesser extent, other long-lived assets. Any such impairment charges could be significant.

At December 31, 2016 and 2015 and based on exchange rates as of those dates, our accumulated goodwill impairments were $ 180.4 million and $ 186.8 million , respectively. These amounts represent accumulated impairments related to our broadband communications operations in Romania, which operations are included within the European Division ’s Central and Eastern Europe segment.

Changes in the carrying amount of our goodwill during 2015 are set forth below:

	January 1, 2015				Acquisitions and related adjustments				Foreign currency translation adjustments and other				December 31, 2015
					in millions
Liberty Global Group:
European Division:
U.K./Ireland	$	9,245.1			$	58.7			$	( 513.1	)		$	8,790.7
Belgium	1,978.9				—				( 201.8		)		1,777.1
The Netherlands	8,605.0				142.2				( 895.9		)		7,851.3
Germany	3,456.9				—				( 352.5		)		3,104.4
Switzerland/Austria	3,591.9				—				( 91.5		)		3,500.4
Total Western Europe	26,877.8				200.9				( 2,054.8		)		25,023.9
Central and Eastern Europe	1,302.1				7.3				( 122.5		)		1,186.9
Total European Division	28,179.9				208.2				( 2,177.3		)		26,210.8
Corporate and other	34.4				—				( 0.4		)		34.0
Total Liberty Global Group	28,214.3				208.2				( 2,177.7		)		26,244.8
LiLAC Group:
LiLAC Division:
Chile	440.3				—				( 63.3		)		377.0
Puerto Rico	226.1				51.6				—				277.7
Total LiLAC Division	666.4				51.6				( 63.3		)		654.7
Corporate and other (a)	120.9				—				—				120.9
Total LiLAC Group	787.3				51.6				( 63.3		)		775.6
Total	$	29,001.6			$	259.8			$	( 2,241.0	)		$	27,020.4

_______________

(a)	Represents enterprise-level goodwill that is allocated to our Puerto Rico segment for purposes of our impairment tests.

---

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, 2016		December 31, 2016												December 31, 2015
			Gross carrying amount				Accumulated amortization				Net carrying amount				Gross carrying amount				Accumulated amortization				Net carrying amount
			in millions
Customer relationships:	4 to 15 years
Liberty Global Group			$	5,499.4			$	( 3,404.5	)		$	2,094.9			$	10,285.3			$	( 3,410.7	)		$	6,874.6
LiLAC Group			1,303.3				( 160.1		)		1,143.2				149.0				( 31.7		)		117.3
Total			6,802.7				( 3,564.6		)		3,238.1				10,434.3				( 3,442.4		)		6,991.9
Other:	2 to 20 years
Liberty Global Group			478.3				( 150.0		)		328.3				205.3				( 104.8		)		100.5
LiLAC Group			99.0				( 7.7		)		91.3				0.2				( 0.1		)		0.1
Total			577.3				( 157.7		)		419.6				205.5				( 104.9		)		100.6
Total intangible assets subject to amortization, net:
Liberty Global Group			5,977.7				( 3,554.5		)		2,423.2				10,490.6				( 3,515.5		)		6,975.1
LiLAC Group			1,402.3				( 167.8		)		1,234.5				149.2				( 31.8		)		117.4
Total			$	7,380.0			$	( 3,722.3	)		$	3,657.7			$	10,639.8			$	( 3,547.3	)		$	7,092.5

Amortization expense related to intangible assets with finite useful lives was $ 1,249.2 million , $ 1,324.4 million and $ 1,098.5 million during 2016 , 2015 and 2014 , respectively. Based on our amortizable intangible asset balances at December 31, 2016 , we expect that amortization expense will be as follows for the next five years and thereafter. The U.S. dollar equivalents of such amortization expense amounts as of December 31, 2016 are presented below (in millions):

2017	$	919.4
2018	857.5
2019	785.5
2020	405.9
2021	244.2
Thereafter	445.2
Total	$	3,657.7

Other Indefinite-lived Intangible Assets

---

Debt

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

	December 31, 2016											Estimated fair value (c)								Principal amount
	Weighted average interest rate (a)			Unused borrowing capacity (b)
				Borrowing currency				U.S. $ equivalent				December 31,								December 31,
												2016				2015				2016				2015
				in millions
Liberty Global Group:
VM Notes	5.60	%		—				$	—			$	9,311.0			$	10,594.1			$	9,041.0			$	10,551.5
VM Credit Facilities	3.69	%		(d)				833.3				4,531.5				3,413.7				4,505.5				3,471.1
Unitymedia Notes	5.01	%		—				—				7,679.7				7,631.6				7,419.3				7,682.0
Unitymedia Revolving Credit Facilities	—			€	500.0			527.4				—				—				—				—
UPCB SPE Notes	4.88	%		—				—				1,783.7				3,131.7				1,772.8				3,142.0
UPC Holding Senior Notes	6.59	%		—				—				1,569.8				1,601.4				1,451.5				1,491.1
UPC Broadband Holding Bank Facility	3.83	%		€	990.1			1,044.3				2,811.9				1,284.3				2,782.8				1,305.0
Telenet Credit Facility	3.46	%		€	545.0			574.9				3,210.0				1,443.0				3,187.5				1,474.5
Telenet SPE Notes	5.76	%		—				—				1,383.9				2,155.8				1,297.3				2,097.2
Vendor financing (e) (f)	3.78	%		—				—				2,284.5				1,688.9				2,284.5				1,688.9
ITV Collar Loan	1.35	%		—				—				1,323.7				1,547.9				1,336.2				1,594.7
Sumitomo Collar Loan (g)	1.88	%		—				—				499.7				805.6				488.2				787.6
Derivative-related debt instruments (h)	3.43	%		—				—				450.7				—				426.3				—
Ziggo Group Holding debt	—			(f)				(f)				(f)				7,698.8				(f)				7,861.3
Other (i)	3.85	%		—				—				558.7				395.0				564.5				291.8
Total Liberty Global Group	4.56	%						2,979.9				37,398.8				43,391.8				36,557.4				43,438.7
LiLAC Group:
CWC Notes	7.31	%		—				—				2,319.6				—				2,181.1				—
CWC Credit Facilities	5.11	%		$	756.5			756.5				1,427.9				—				1,411.9				—
VTR Finance Senior Secured Notes	6.88	%		—				—				1,463.9				1,301.1				1,400.0				1,400.0
VTR Credit Facility	—			(j)				192.8				—				—				—				—
Liberty Puerto Rico Bank Facility	5.11	%		$	40.0			40.0				935.2				913.0				942.5				942.5
Vendor Financing	5.50	%		—				—				48.9				—				48.9				—
Total LiLAC Group	6.33	%						989.3				6,195.5				2,214.1				5,984.4				2,342.5
Total debt before unamortized premiums, discounts and deferred financing costs	4.81	%						$	3,969.2			$	43,594.3			$	45,605.9			$	42,541.8			$	45,781.2

---

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

										December 31,
										2016				2015
										in millions
Total debt before unamortized premiums, discounts and deferred financing costs										$	42,541.8			$	45,781.2
Unamortized premiums (discounts), net										44.5				( 46.7		)
Unamortized deferred financing costs										( 270.4		)		( 308.2		)
Total carrying amount of debt										42,315.9				45,426.3
Capital lease obligations (h) (k)										1,242.8				1,322.8
Total debt and capital lease obligations										43,558.7				46,749.1
Current maturities of debt and capital lease obligations										( 2,775.1		)		( 2,537.9		)
Long-term debt and capital lease obligations										$	40,783.6			$	44,211.2

_______________

(a)

Represents the weighted average interest rate in effect at December 31, 2016 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 financing costs, our weighted average interest rate on our aggregate variable- and fixed-rate indebtedness was 5.0 % (including 4.7 % for the Liberty Global Group and 6.8 % for the LiLAC Group ) at December 31, 2016 . For information regarding our derivative instruments, see note 7.

---

(b)

Unused borrowing capacity represents the maximum availability under the applicable facility at December 31, 2016 without regard to covenant compliance calculations or other conditions precedent to borrowing. At December 31, 2016 , based on the applicable leverage covenants, the full amount of unused borrowing capacity was available to be borrowed under each of the respective subsidiary facilities and there were no restrictions on the respective subsidiary's ability to make loans or distributions from this availability to Liberty Global or its subsidiaries or other equity holders, except as shown in the table below. In the following table, for each facility that is subject to limitations on borrowing availability, we present (i) the actual borrowing availability under the respective facility and (ii) for each subsidiary where the ability to make loans or distributions from this availability is limited, the amount that can be loaned or distributed to Liberty Global or its subsidiaries or other equity holders. The amounts presented below assume no changes from December 31, 2016 borrowing levels and are based on the applicable covenant and other limitations in effect within each borrowing group at December 31, 2016 , both before and after considering the impact of the completion of the December 31, 2016 compliance requirements. For information concerning certain refinancing transactions completed subsequent to December 31, 2016 that could have an impact on unused borrowing capacity and/or the availability to be borrowed, loaned or distributed, see note 20 .

		December 31, 2016								Upon completion of relevant December 31, 2016 compliance reporting requirements
		Borrowing currency				U.S. $ equivalent				Borrowing currency				U.S. $ equivalent
		in millions
Limitation on availability to be borrowed under:
Unitymedia Revolving Credit Facilities		€	434.5			$	458.3			€	500.0			$	527.4
UPC Broadband Holding Bank Facility		€	676.0			$	713.0			€	990.1			$	1,044.3
CWC Credit Facilities		$	612.5			$	612.5			$	612.5			$	612.5
Limitation on availability to be loaned or distributed by:
Virgin Media		£	539.3			$	665.8			£	675.0			$	833.3
Unitymedia		€	17.0			$	17.9			€	211.5			$	223.1

(c)

The estimated fair values of our debt instruments are determined using the average of applicable bid and ask prices (mostly Level 1 of the fair value hierarchy) or, when quoted market prices are unavailable or not considered indicative of fair value, discounted cash flow models (mostly Level 2 of the fair value hierarchy).  The discount rates used in the cash flow models are based on the market interest rates and estimated credit spreads of the applicable entity, to the extent available, and other relevant factors. For additional information regarding fair value hierarchies, see note 8 .

(d)	The VM Revolving Facility (as defined and described under VM Credit Facilities below) is a multi-currency revolving facility with maximum borrowing capacity equivalent to £ 675.0 million ( $ 833.3 million ).

(e)

Represents amounts owed pursuant to interest-bearing vendor financing arrangements that are used to finance certain of our property and equipment additions and, to a lesser extent, certain of our operating expenses, including amounts associated with Ziggo Group Holding at December 31, 2015 . These obligations are generally due within one year and include VAT that was paid on our behalf by the vendor. Repayments of vendor financing obligations are included in repayments and repurchases of debt and capital lease obligations in our consolidated statements of cash flows.

(f)	On December 31, 2016, we completed the Dutch JV Transaction . For additional information, see note 5 .

(g)	During 2016 , the first two tranches of the Sumitomo Collar Loan were settled, resulting in a loss on debt modification and extinguishment, net, of $ 9.6 million . For information regarding the Sumitomo Collar Loan , see note 7 .

(h)	Represents amounts associated with certain derivative-related borrowing instruments, including $ 128.9 million carried at fair value. For information regarding fair value hierarchies, see note 8 .

(i)	The December 31, 2016 balance includes (i) $ 215.5 million associated with the Sumitomo Share Loan , which is carried at fair value, and (ii) $ 116.0 million of debt collateralized by certain trade receivables of Virgin Media . For information

---

regarding fair value hierarchies, see note 8 .

(j)

The VTR Credit Facility is the senior secured credit facility of VTR and certain of its subsidiaries and comprises a $ 160.0 million facility (the VTR Dollar Credit Facility ) and a CLP 22.0 billion ( $ 32.8 million ) facility (the VTR Peso Credit Facility ), each of which were undrawn at December 31, 2016 . The VTR Dollar Credit Facility and the VTR Peso Credit Facility have fees on unused commitments of 1.1 % and 1.34 % per year, respectively. The interest rate for the VTR Dollar Credit Facility is LIBOR plus a margin of 2.75 % . The interest rate for the VTR Peso Credit Facility is the applicable interbank offered rate for Chilean pesos in the relevant interbank market plus a margin of 3.35 % . Borrowings under the VTR Dollar Credit Facility and the VTR Peso Credit Facility mature in January 2020 and January 2019, respectively.

(k) The U.S. dollar equivalents of our consolidated capital lease obligations are as follows:

	December 31,
	2016				2015
	in millions
Liberty Global Group:
Unitymedia (1)	$	657.0			$	703.1
Telenet (2)	374.0				371.1
Virgin Media	91.2				159.5
Other subsidiaries	98.9				88.2
Total — Liberty Global Group	1,221.1				1,321.9
LiLAC Group:
CWC	20.8				—
VTR	0.7				0.3
Liberty Puerto Rico	0.2				0.6
Total — LiLAC Group	21.7				0.9
Total	$	1,242.8			$	1,322.8

_______________

(1)

Primarily represents Unitymedia ’s obligations under duct network lease agreements with Telekom Deutschland GmbH ( Deutsche Telekom ), an operating subsidiary of Deutsche Telekom AG, as the lessor. The original contracts were concluded in 2000 and 2001 and have indefinite terms, subject to certain mandatory statutory termination rights for either party after a term of 30 years . With certain limited exceptions, the lessor generally is not entitled to terminate these leases. For information regarding litigation involving these duct network lease agreements, see note 17 .

(2)

At December 31, 2016 and 2015 , Telenet ’s capital lease obligations included € 341.2 million ( $ 359.9 million ) and € 329.3 million ( $ 347.3 million ), respectively, associated with Telenet ’s lease of the broadband communications network of the four associations of municipalities in Belgium, which we refer to as the pure intercommunalues or the “ PICs .” All capital expenditures associated with the PICs network are initiated by Telenet , but are executed and financed by the PICs through additions to this lease that are repaid over a 15 -year term. These amounts do not include Telenet ’s commitment related to certain operating costs associated with the PICs network. For additional information regarding this commitment, see note 17 .

General Information

At December 31, 2016 , most of our outstanding debt had been incurred by one of our seven primary "borrowing groups." These borrowing groups include the respective restricted parent and subsidiary entities within Virgin Media , Unitymedia , UPC Holding , Telenet , CWC , VTR Finance and Liberty Puerto Rico .

Credit Facilities. Each of our borrowing groups has entered into one or more credit facility agreements with certain financial 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 on an incurrence and/or maintenance basis;

•

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, in each case, subject to certain customary and agreed exceptions 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, subject to compliance with applicable covenants;

•	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 or, 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, the instructing group of lenders under the relevant credit facility may cancel the commitments thereunder and declare the loans 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 and materiality qualifications, would allow the instructing group of lenders to (i) cancel the total commitments, (ii) accelerate all outstanding loans and terminate their commitments thereunder and/or (iii) declare that all or part of the loans be payable on demand;

•	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 and 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 each respective 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 assets and/or shares of certain members of the relevant borrowing group. 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 prior to expiration of any applicable grace period, 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;

•

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, in each case, subject to certain customary and agreed exceptions 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, subject to compliance with applicable covenants;

•	If the relevant issuer or certain of its subsidiaries (as specified in the applicable indenture) sell certain assets, such issuer must 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 101 % ; and

---

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

SPE Notes . From time to time, we create special purpose financing entities ( SPEs ), which are 100 % owned by third parties, for the primary purpose of facilitating the offering of senior and senior secured notes, which we collectively refer to as the " SPE Notes ." In this regard, SPE Notes have been issued, and are outstanding at December 31, 2016 , by UPCB Finance IV Limited ( UPCB Finance IV , the UPCB SPE ), and Telenet Finance V Luxembourg S.C.A. ( Telenet Finance V ) and Telenet Finance VI Luxembourg S.C.A. ( Telenet Finance VI ), collectively the " Telenet SPE s ."

The SPEs used the proceeds from the issuance of SPE Notes to fund term loan facilities under their respective borrowing group (as further described below), each a “ Funded Facility ” and collectively the “ Funded Facilities .” Each SPE is dependent on payments from the relevant borrower under the applicable Funded Facility in order to service its payment obligations under each respective SPE Note . Although none of the respective borrowing entities under the Funded Facilities have any equity or voting interest in any of the relevant SPEs , each of the Funded Facility term loans creates a variable interest in the respective SPE for which the relevant borrowing entity is the primary beneficiary. As such, each borrowing entity under the relevant Funded Facility and its parent entities, including Liberty Global , are required to consolidate the relevant SPEs . As a result, the amounts outstanding under the Funded Facilities are eliminated in the respective borrowing group’s and Liberty Global ’s consolidated financial statements.

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 and applicable interest rate for each Funded Facility are the same as those of the related SPE Notes . The SPEs , as lenders under the relevant credit facility for each respective 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 (i) all of the issued shares of the relevant SPE and (ii) 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 respective credit facility. The SPEs are prohibited from incurring any additional indebtedness, subject to certain exceptions under the SPE Indentures .

---

VM Notes

The details of the outstanding notes of Virgin Media as of December 31, 2016 are summarized in the following table:

						Original issue amount				Outstanding principal amount								Estimated fair value				Carrying value (a)
VM Notes		Maturity		Interest rate						Borrowing currency				U.S. $ equivalent
						in millions
VM Senior Notes (b):
2022 VM Senior Notes:
2022 VM 4.875% Dollar Senior Notes		February 15, 2022		4.875 %		$	118.7			$	118.7			$	118.7			$	105.8			$	119.3
2022 VM 5.25% Dollar Senior Notes		February 15, 2022		5.250 %		$	95.0			$	95.0			95.0				85.0				95.5
2022 VM Sterling Senior Notes		February 15, 2022		5.125 %		£	44.1			£	44.1			54.4				55.3				54.8
2023 VM Senior Notes:
2023 VM Dollar Senior Notes		April 15, 2023		6.375 %		$	530.0			$	530.0			530.0				551.9				523.1
2023 VM Sterling Senior Notes		April 15, 2023		7.000 %		£	250.0			£	250.0			308.6				334.9				304.6
2024 VM Senior Notes:
2024 VM Dollar Senior Notes		October 15, 2024		6.000 %		$	500.0			$	500.0			500.0				513.1				495.5
2024 VM Sterling Senior Notes		October 15, 2024		6.375 %		£	300.0			£	300.0			370.3				393.0				367.7
2025 VM Senior Notes:
2025 VM Euro Senior Notes		January 15, 2025		4.500 %		€	460.0			€	460.0			485.2				502.7				479.8
2025 VM Dollar Senior Notes		January 15, 2025		5.750 %		$	400.0			$	400.0			400.0				399.3				396.4
VM Senior Secured Notes (c):
January 2021 VM Senior Secured Notes:
January 2021 VM Sterling Senior Secured Notes		January 15, 2021		5.500 %		£	628.4			£	628.4			775.8				860.6				782.7
January 2021 VM Dollar Senior Secured Notes		January 15, 2021		5.250 %		$	447.9			$	447.9			447.9				475.3				456.0
April 2021 VM Sterling Senior Secured Notes		April 15, 2021		6.000 %		£	1,100.0			£	640.0			790.1				824.6				782.7
2025 VM Senior Secured Notes:
2025 VM 5.5% Sterling Senior Secured Notes		January 15, 2025		5.500 %		£	430.0			£	387.0			477.8				495.7				475.8
2025 VM 5.125% Sterling Senior Secured Notes		January 15, 2025		5.125 %		£	300.0			£	300.0			370.3				380.8				367.0
2025 VM Dollar Senior Secured Notes		January 15, 2025		5.500 %		$	425.0			$	425.0			425.0				432.4				423.3
2026 VM Senior Secured Notes:
2026 VM 5.25% Dollar Senior Secured Notes		January 15, 2026		5.250 %		$	1,000.0			$	1,000.0			1,000.0				991.3				1,002.0
2026 VM 5.5% Dollar Senior Secured Notes		August 15, 2026		5.500 %		$	750.0			$	750.0			750.0				751.4				742.8
2027 VM Senior Secured Notes		January 15, 2027		4.875 %		£	525.0			£	525.0			648.1				637.6				645.6
2029 VM Senior Secured Notes		March 28, 2029		6.250 %		£	400.0			£	400.0			493.8				520.3				494.8
Total														$	9,041.0			$	9,311.0			$	9,009.4

---

_______________

(a)	Amounts include the impact of premiums, including amounts recorded in connection with the acquisition accounting for Virgin Media , and deferred financing costs, where applicable.

(b)	The VM Senior Notes were issued by Virgin Media Finance PLC ( Virgin Media Finance ), a wholly-owned subsidiary of Virgin Media .

(c)	The VM Senior Secured Notes were issued by Virgin Media Secured Finance PLC ( Virgin Media Secured Finance ), a wholly-owned subsidiary of Virgin Media .

Subject to the circumstances described below, the VM Notes are non-callable prior to the applicable call date ( VM Call Date ) as presented in the below table. At any time prior to the respective VM Call Date , Virgin Media Secured Finance or Virgin Media Finance 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 VM Call Date using the discount rate (as specified in the applicable indenture) as of the redemption date plus 50 basis points ( 25 basis points in the case of the January 2021 VM Senior Secured Notes ).

VM Notes		VM Call Date
2022 VM Senior Notes		(a)
2023 VM Senior Notes		April 15, 2018
2024 VM Senior Notes		October 15, 2019
2025 VM Senior Notes		January 15, 2020
January 2021 VM Senior Secured Notes		(a)
April 2021 VM Sterling Senior Secured Notes		April 15, 2017
2025 VM 5.5% Sterling Senior Secured Notes		January 15, 2019
2025 VM Dollar Senior Secured Notes		January 15, 2019
2025 VM 5.125% Sterling Senior Secured Notes		January 15, 2020
2026 VM 5.25% Dollar Senior Secured Notes		January 15, 2020
2026 VM 5.5% Dollar Senior Secured Notes		August 15, 2021
2027 VM Senior Secured Notes		January 15, 2021
2029 VM Senior Secured Notes		January 15, 2021

_______________

(a)	The 2022 VM Senior Notes and the January 2021 VM Senior Secured Notes are non-callable. At any time prior to maturity, some or all of these notes may be redeemed by paying a “make-whole” premium, which is the present value of all remaining scheduled interest payments to the respective maturity date.

---

Virgin Media Finance or Virgin Media Secured Finance (as applicable) may redeem some or all of the VM Senior Notes and the VM Senior Secured Notes (with the exception of the 2022 VM Senior Notes and the January 2021 VM Senior Secured Notes ) at the following redemption prices (expressed as a percentage of the principal amount) plus accrued and unpaid interest and additional amounts (as specified in the applicable indenture), if any, to the applicable redemption date, as set forth below:

			Redemption price
			2023 VM Dollar Senior Notes		2023 VM Sterling Senior Notes		2024 VM Dollar Senior Notes		2024 VM Sterling Senior Notes		2025 VM Dollar Senior Notes		2025 VM Euro Senior Notes		April 2021 VM Dollar Senior Secured Notes
12-month period commencing			April 15		April 15		October 15		October 15		January 15		January 15		April 15
2017			N.A.		N.A.		N.A.		N.A.		N.A		N.A		102.688 %
2018			103.188 %		103.500 %		N.A.		N.A.		N.A		N.A		101.344 %
2019			102.125 %		102.333 %		103.000 %		103.188 %		N.A		N.A		100.000 %
2020			101.063 %		101.667 %		102.000 %		102.125 %		102.875 %		102.250 %		100.000 %
2021			100.000 %		100.000 %		101.000 %		101.063 %		101.917 %		101.500 %		N.A.
2022			100.000 %		100.000 %		100.000 %		100.000 %		100.958 %		100.750 %		N.A.
2023			N.A.		N.A.		100.000 %		100.000 %		100.000 %		100.000 %		N.A.
2024 and thereafter			N.A.		N.A.		N.A.		N.A.		100.000 %		100.000 %		N.A.

			Redemption Price
			April 2021 VM Sterling Senior Secured Notes		2025 VM 5.5% Sterling Senior Secured Notes		2025 VM Dollar Senior Secured Notes		2025 VM 5.125% Sterling Senior Secured Notes		2026 VM 5.25% Dollar Senior Secured Notes		2026 VM 5.5% Dollar Senior Secured Notes		2027 VM Senior Secured Notes		2029 VM Senior Secured Notes
12-month period commencing			April 15		January 15		January 15		January 15		January 15		August 15		January 15		January 15
2017			103.000 %		N.A.		N.A.		N.A.		N.A.		N.A.		N.A.		N.A.
2018			101.500 %		N.A.		N.A.		N.A.		N.A.		N.A.		N.A.		N.A.
2019			100.000 %		102.750 %		102.750 %		N.A.		N.A.		N.A.		N.A.		N.A.
2020			100.000 %		101.833 %		101.833 %		102.563 %		102.625 %		N.A.		N.A.		N.A.
2021			N.A.		100.000 %		100.000 %		101.708 %		101.313 %		102.750 %		102.438 %		103.125 %
2022			N.A.		100.000 %		100.000 %		100.854 %		100.656 %		101.375 %		101.219 %		102.083 %
2023			N.A.		100.000 %		100.000 %		100.000 %		100.000 %		100.688 %		100.609 %		101.042 %
2024 and thereafter			N.A.		100.000 %		100.000 %		100.000 %		100.000 %		100.000 %		100.000 %		100.000 %

2016 Refinancing Transactions. In April 2016, Virgin Media Secured Finance issued the 2026 VM 5.5% Dollar Senior Secured Notes . The net proceeds from the 2026 VM 5.5% Dollar Senior Secured Notes were used to repay in full the then outstanding amount under the VM Revolving Facility and for general corporate purposes.

For information regarding a refinancing transaction completed subsequent to December 31, 2016 that impacts the VM Notes , see note 20 .

2015 and 2014 Refinancing Transactions. During 2015 and 2014 , Virgin Media completed a number of refinancing transactions that generally resulted in lower interest rates and extended maturities. In connection with these transactions, Virgin Media recognized gains (losses) on debt modification and extinguishment, net, of ( $ 44.3 million ) and $ 32.3 million during 2015 and 2014, respectively,

---

which includes (i) the write-off of deferred financing costs of $ 28.6 million and $ 15.6 million , respectively, (ii) the payment of redemption premiums of $ 10.7 million and $ 123.0 million , respectively, (iii) the write-off of net unamortized (discounts) premiums ( $ 4.2 million ) and $ 170.9 million , respectively, and (iv) the payment of third-party costs of $ 0.8 million and nil , respectively.

VM Credit Facilities

The VM Credit Facilities are the senior and senior secured credit facilities of certain subsidiaries of Virgin Media . The details of our borrowings under the VM Credit Facilities as of December 31, 2016 are summarized in the following table:

VM Credit Facilities		Maturity		Interest rate		Facility amount (in borrowing currency)				Outstanding principal amount				Unused borrowing capacity				Carrying value (a)
						in millions
Senior Secured Facilities:
E		June 30, 2023		LIBOR + 3.50% (b)		£	849.4			$	1,048.6			$	—			$	1,039.0
I		January 31, 2025		LIBOR + 2.75%		$	3,400.0			3,400.0				—				3,349.7
VM Revolving Facility (c)		December 31, 2021		LIBOR + 2.75%		(d)				—				833.3				—
Total Senior Secured Facilities										4,448.6				833.3				4,388.7
Senior Facility:
VM Financing Facility		September 15, 2024		5.26 %		—				56.9				—				56.9
Total										$	4,505.5			$	833.3			$	4,445.6

_______________

(a)	The carrying values of VM Facilities E and I are net of discounts and deferred financing costs.

(b)	VM Facility E has a LIBOR floor of 0.75 % .

(c)	The VM Revolving Facility has a fee on unused commitments of 1.1 % per year.

(d)	The VM Revolving Facility is a multi-currency revolving facility with a maximum borrowing capacity equivalent to £ 675.0 million ( $ 833.3 million ).

2016 Refinancing Transactions. In October 2016, Virgin Media Receivables Financing Notes I Designated Activity Company ( Virgin Media Receivables Financing Company ), a third-party special purpose financing entity that is not consolidated by Virgin Media or Liberty Global , issued £ 350.0 million ( $ 432.1 million ) principal amount of 5.50 % receivables financing notes due September 15, 2024 (the VM Receivables Financing Notes ). The net proceeds from the VM Receivables Financing Notes are used to purchase certain vendor financed receivables of Virgin Media and its subsidiaries from various third parties. To the extent that the proceeds from the VM Receivables Financing Notes exceed the amount of vendor financed receivables available to be purchased, the excess proceeds are used to fund an excess cash facility (the VM Financing Facility ) under a new credit facility of VMIH . Virgin Media Receivables Financing Company can request the VM Financing Facility be repaid by VMIH as additional vendor financed receivables become available for purchase.

In December 2016, Virgin Media Bristol LLC entered into VM Facility I . VM Facility I was issued at 99.75 % of par and is subject to a LIBOR floor of 0.0 % . The net proceeds from VM Facility I were used to prepay (i) in full the $ 1,855.0 million outstanding principal amount under VM Facility F , (ii) in full the $ 900.0 million outstanding principal under the April 2021 VM Dollar Senior Secured Notes , (iii) £ 350.0 million ( $ 432.1 million ) of the £ 990.0 million ( $ 1,222.2 million ) outstanding principal amount under the April 2021 VM Sterling Senior Secured Notes and (iv) in full the £ 100.0 million ( $ 123.5 million ) outstanding principal amount under VM Facility D . In connection with these transactions, Virgin Media recognized a loss on debt modification and extinguishment, net, of $ 78.4 million . This loss includes (a) the payment of $ 52.6 million of redemption premium, (b) the write-off of $ 23.8 million of deferred financing costs and (c) the write-off of unamortized discount of $ 2.0 million .

---

For information regarding a refinancing transaction completed subsequent to December 31, 2016 that impacts the VM Credit Facilities , see note 20 .

Unitymedia Notes

The details of the Unitymedia Notes as of December 31, 2016 are summarized in the following table:

											Outstanding principal amount
Unitymedia Notes		Maturity		Interest rate			Original issue amount				Borrowing currency				U.S. $ equivalent				Estimated fair value				Carrying value (a)
							in millions
UM Senior Notes (b):
2025 UM Senior Notes		January 15, 2025		6.125	%		$	900.0			$	900.0			$	900.0			$	925.9			$	895.3
2027 UM Senior Notes		January 15, 2027		3.750	%		€	700.0			€	700.0			738.3				702.3				732.6
UM Senior Secured Notes (c):
2022 UM Senior Secured Notes		September 15, 2022		5.500	%		€	650.0			€	526.5			555.3				587.9				550.0
January 2023 UM Senior Secured Notes:
January 2023 UM Dollar Senior Secured Notes		January 15, 2023		5.500	%		$	1,000.0			$	1,000.0			1,000.0				1,037.5				992.7
January 2023 5.75% UM Euro Senior Secured Notes		January 15, 2023		5.750	%		€	500.0			€	405.0			427.2				458.4				425.1
January 2023 5.125% UM Euro Senior Secured Notes		January 21, 2023		5.125	%		€	500.0			€	405.0			427.2				453.6				425.6
April 2023 UM Senior Secured Notes		April 15, 2023		5.625	%		€	350.0			€	280.0			295.3				317.5				293.5
2025 UM Senior Secured Notes:
2025 UM Euro Senior Secured Notes		January 15, 2025		4.000	%		€	1,000.0			€	1,000.0			1,054.7				1,101.5				1,049.0
2025 UM Dollar Senior Secured Notes		January 15, 2025		5.000	%		$	550.0			$	550.0			550.0				550.7				547.0
2026 UM Senior Secured Notes		February 15, 2026		4.625	%		€	420.0			€	420.0			443.0				469.5				441.2
2027 UM Senior Secured Notes		January 15, 2027		3.500	%		€	500.0			€	500.0			527.3				519.1				522.6
2029 UM Senior Secured Notes		January 15, 2029		6.250	%		€	475.0			€	475.0			501.0				555.8				494.3
Total															$	7,419.3			$	7,679.7			$	7,368.9

_______________

(a)	Amounts are net of deferred financing costs.

(b)	The UM Senior Notes were issued by Unitymedia .

(c)	The UM Senior Secured Notes were issued by Unitymedia Hessen and Unitymedia NRW GmbH, each a subsidiary of Unitymedia (together, the UM Senior Secured Notes Issuer s ).

---

Subject to the circumstances described below, the Unitymedia Notes are non-callable prior to the applicable call date ( UM Call Date ) as presented in the below table. At any time prior to the respective UM Call Date , Unitymedia or the UM Senior Secured Notes Issuer s 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 UM Call Date using the discount rate (as specified in the applicable indenture) as of the redemption date plus 50 basis points .

Unitymedia Notes		UM Call Date
2025 UM Senior Notes		January 15, 2020
2027 UM Senior Notes		January 15, 2021
2022 UM Senior Secured Notes		September 15, 2017
January 2023 UM Dollar Senior Secured Notes		January 15, 2018
January 2023 5.75% UM Euro Senior Secured Notes		January 15, 2018
January 2023 5.125% UM Euro Senior Secured Notes		January 21, 2018
April 2023 UM Senior Secured Notes		April 15, 2018
2025 UM Senior Secured Notes		January 15, 2020
2026 UM Senior Secured Notes		February 15, 2021
2027 UM Senior Secured Notes		January 15, 2021
2029 UM Senior Secured Notes		January 15, 2021

Unitymedia or the UM Senior Secured Notes Issuer s (as applicable) may redeem some or all of the Unitymedia Notes at the following redemption prices (expressed as a percentage of the principal amount) plus accrued and unpaid interest and additional amounts (as specified in the applicable indenture), if any, to the applicable redemption date, as set forth below:

			Redemption price
			2025 UM Senior Notes		2027 UM Senior Notes		2022 UM Senior Secured Notes		January 2023 UM Dollar Senior Secured Notes		January 2023 5.75% UM Euro Senior Secured Notes		January 2023 5.125% UM Euro Senior Secured Notes
12-month period commencing			January 15		January 15		September 15		January 15		January 15		January 21
2017			N.A.		N.A.		102.750 %		N.A.		N.A.		N.A.
2018			N.A.		N.A.		101.833 %		102.750 %		102.875 %		102.563 %
2019			N.A.		N.A.		100.917 %		101.833 %		101.917 %		101.708 %
2020			103.063 %		N.A.		100.000 %		100.917 %		100.958 %		100.854 %
2021			102.042 %		101.875 %		100.000 %		100.000 %		100.000 %		100.000 %
2022			101.021 %		100.938 %		N.A.		100.000 %		100.000 %		100.000 %
2023			100.000 %		100.469 %		N.A.		N.A.		N.A.		N.A.
2024 and thereafter			100.000 %		100.000 %		N.A.		N.A.		N.A.		N.A.

---

			Redemption price
			April 2023 UM Senior Secured Notes		2025 UM Euro Senior Secured Notes		2025 UM Dollar Senior Secured Notes		2026 UM Senior Secured Notes		2027 UM Senior Secured Notes		2029 UM Senior Secured Notes
12-month period commencing			April 15		January 15		January 15		February 15		January 15		January 15
2018			102.813 %		N.A.		N.A.		N.A.		N.A.		N.A.
2019			101.875 %		N.A.		N.A.		N.A.		N.A.		N.A.
2020			100.938 %		102.000 %		102.500 %		N.A.		N.A.		N.A.
2021			100.000 %		101.333 %		101.667 %		102.313 %		101.750 %		103.125 %
2022			100.000 %		100.667 %		100.833 %		101.156 %		100.875 %		102.083 %
2023			N.A.		100.000 %		100.000 %		100.578 %		100.438 %		101.042 %
2024 and thereafter			N.A.		100.000 %		100.000 %		100.000 %		100.000 %		100.000 %

2016 Refinancing Transactions. In December 2015, the UM Senior Secured Notes Issuer s, issued the 2026 UM Senior Secured Notes . A portion of the net proceeds from the 2026 UM Senior Secured Notes , which were held in escrow at December 31, 2015 as cash collateral, were used in January 2016 to redeem 10 % of the principal amount of each of the following series of notes: (i) the € 585.0 million ( $ 617.0 million ) outstanding principal amount of 2022 UM Senior Secured Notes and (ii) the € 450.0 million ( $ 474.6 million ) outstanding principal amount of the January 2023 5.125% UM Euro Senior Secured Notes , each at a redemption price equal to 103 % of the applicable redeemed principal amount in accordance with the indentures governing each of the notes. In connection with these transactions, Unitymedia recognized a loss on debt modification and extinguishment, net, of $ 4.3 million in 2016 . This loss includes (a) the payment of $ 3.4 million of redemption premium and (b) the write-off of $ 0.9 million of deferred financing costs.

2015 and 2014 Refinancing Transactions. During 2015 and 2014 , Unitymedia completed a number of refinancing transactions that generally resulted in lower interest rates and extended maturities. In connection with these transactions, Unitymedia recognized losses on debt modification and extinguishment, net, of $ 102.4 million and $ 130.8 million during 2015 and 2014 , respectively. These losses include (i) the payment of redemption premiums of $ 98.8 million and $ 115.1 million , respectively, (ii) the write-off of deferred financing costs of $ 2.2 million and $ 14.0 million , respectively, (iii) the write-off of unamortized discounts of $ 1.4 million and $ 12.3 million , respectively, and (iv) the write-off of $ 10.6 million of unamortized premium in 2014 .

---

Unitymedia Revolving Credit Facilities

The Unitymedia Revolving Credit Facilities are the senior secured credit facilities of certain subsidiaries of Unitymedia . The details of our borrowings under the Unitymedia Revolving Credit Facilities as of December 31, 2016 are summarized in the following table:

Unitymedia Facility		Maturity		Interest rate		Facility amount (in borrowing currency)				Outstanding principal amount				Unused borrowing capacity (a)				Carrying value
						in millions
UM Senior Secured Facility (b)		December 31, 2020		EURIBOR + 2.75%		€	420.0			$	—			$	443.0			$	—
UM Super Senior Secured Facility (c)		December 31, 2020		EURIBOR + 2.25%		€	80.0			—				84.4				—
Total										$	—			$	527.4			$	—

_______________

(a)

At December 31, 2016 , our availability under the Unitymedia Revolving Credit Facilities was limited to € 434.5 million ( $ 458.3 million ). When the relevant December 31, 2016 compliance reporting requirements have been completed, and assuming no changes from December 31, 2016 borrowing levels, we anticipate the full amount of unused borrowing capacity under the Unitymedia Revolving Credit Facilities will be available to be borrowed. The Unitymedia Revolving Credit Facilities may be used for general corporate and working capital purposes.

(b)	The UM Senior Secured Facility has a fee on unused commitments of 1.1 % per year.

(c)	The UM Super Senior Secured Facility has a fee on unused commitments of 0.9 % per year and is senior with respect to the priority of proceeds received from the enforcement of shared collateral to (i) the Unitymedia Notes and (ii) the UM Senior Secured Facility .

UPCB SPE Notes

The details of the UPCB SPE Notes as of December 31, 2016 are summarized in the following table:

										Outstanding principal amount
UPCB SPE Notes		Maturity		Interest rate		Original issue amount				Borrowing currency				U.S. $ equivalent				Estimated fair value				Carrying value (a)
						in millions
UPCB Finance IV Dollar Notes		January 15, 2025		5.375 %		$	1,140.0			$	1,140.0			$	1,140.0			$	1,149.3			$	1,132.1
UPCB Finance IV Euro Notes		January 15, 2027		4.000 %		€	600.0			€	600.0			632.8				634.4				627.9
Total														$	1,772.8			$	1,783.7			$	1,760.0

_______________

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

Subject to the circumstances described below, the UPCB Finance IV Dollar Notes are non-callable until January 15, 2020 and the UPCB Finance IV Euro Notes are non-callable until January 15, 2021 (each a UPCB SPE Notes Call Date ). If, however, at any time prior to the applicable UPCB SPE Notes Call Date , all or a portion of the loans under the related UPCB SPE Funded Facility are voluntarily prepaid (a UPCB Early Redemption Event ), then the UPCB SPE will be required to redeem an aggregate principal amount of its UPCB SPE Notes equal to the aggregate principal amount of the loans so prepaid under the relevant UPCB SPE Funded Facility . In general, the redemption price payable will equal 100 % of the principal amount of the applicable UPCB SPE Notes to be redeemed and a “make-whole” premium, which is the present value of all remaining scheduled interest payments

---

to the applicable UPCB SPE Notes Call Date using the discount rate (as specified in the applicable indenture) as of the redemption date plus 50 basis points .

Upon the occurrence of a UPCB Early Redemption Event on or after the applicable UPCB SPE Notes Call Date , the UPCB SPE will redeem an aggregate principal amount of its UPCB SPE Notes equal to the principal amount of the related UPCB SPE Funded Facility prepaid at the following redemption prices (expressed as a percentage of the principal amount), plus accrued and unpaid interest and additional amounts (as specified in the applicable indenture), if any, to the applicable redemption date, as set forth below:

			Redemption price
			UPCB Finance IV Dollar Notes		UPCB Finance IV Euro Notes
12-month period commencing			January 15		January 15
2020			102.688 %		N.A.
2021			101.792 %		102.000 %
2022			100.896 %		101.000 %
2023			100.000 %		100.500 %
2024 and thereafter			100.000 %		100.000 %

2016 Refinancing Transactions. In August 2016, UPC Broadband Holding entered into UPC Facility AN (as defined and described below). A portion of the net proceeds from UPC Facility AN were ultimately used to redeem (i) in full the amount outstanding under the UPCB Finance V Notes and (ii) 10 % of the original principal amount under the UPCB Finance VI Notes , as further described below under UPC Broadband Holding Bank Facility - 2016 Refinancing Transactions .

In November 2016, UPC Financing and UPC Broadband Holding entered into UPC Facility AO (as defined and described below). A portion of the net proceeds from UPC Facility AO were ultimately used to redeem the remaining outstanding amount under the UPCB Finance VI Notes , as further described below under UPC Broadband Holding Bank Facility - 2016 Refinancing Transactions .

2015 Refinancing Transactions. During 2015 , UPC Holding completed a number of refinancing transactions that generally resulted in lower interest rates and extended maturities. In connection with these transactions, UPC Holding recognized losses on debt modification and extinguishment, net, of $ 59.6 million . These losses includes (i) the payment of $ 54.3 million of redemption premium and (ii) the write-off of $ 5.3 million of deferred financing costs.

UPC Holding Senior Notes

The details of the UPC Holding Senior Notes as of December 31, 2016 are summarized in the following table:

				Outstanding principal amount
UPC Holding Senior Notes		Maturity		Borrowing currency				U.S. $ equivalent				Estimated fair value				Carrying value (a)
					in millions
UPC Holding 6.375% Senior Notes		September 15, 2022		€	600.0			$	632.8			$	675.9			$	625.9
UPC Holding 6.75% Senior Notes:
UPC Holding 6.75% Euro Senior Notes		March 15, 2023		€	450.0			474.6				518.8				472.6
UPC Holding 6.75% CHF Senior Notes		March 15, 2023		CHF	350.0			344.1				375.1				342.5
Total								$	1,451.5			$	1,569.8			$	1,441.0

---

_______________

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

At any time prior to September 15, 2017 , in the case of the UPC Holding 6.375% Senior Notes , and March 15, 2018 , in the case of the UPC Holding 6.75% Senior Notes , UPC Holding may redeem some or all of such UPC Holding Senior Notes by paying a “make-whole” premium, which is the present value of all scheduled interest payments until September 15, 2017 or March 15, 2018 (as applicable) using the discount rate (as specified in the applicable indenture) as of the redemption date, plus 50 basis points .

UPC Holding may redeem some or all of the UPC Holding Senior Notes at the following redemption prices (expressed as a percentage of the principal amount) plus accrued and unpaid interest and additional amounts (as specified in the applicable indenture), if any, to the applicable redemption date, as set forth below:

			Redemption price
			UPC Holding 6.375% Senior Notes		UPC Holding 6.75% Senior Notes
12-month period commencing			September 15		March 15
2017			103.188 %		N.A.
2018			102.125 %		103.375 %
2019			101.063 %		102.250 %
2020			100.000 %		101.125 %
2021 and thereafter			100.000 %		100.000 %

2015 and 2014 Financing Transactions. During 2015 and 2014 , 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 modification and extinguishment, net, of $ 69.3 million and $ 41.5 million during 2015 and 2014 , respectively, which includes (i) the payment of redemption premiums of $ 59.2 million and $ 19.7 million , respectively, (ii) the write-off of deferred financing costs of $ 10.1 million and $ 4.4 million , respectively and (iii) the write-off of unamortized discount of nil and $ 17.4 million , respectively.

UPC Broadband Holding Bank Facility

The UPC Broadband Holding Bank Facility is the senior secured credit facility of certain subsidiaries of UPC Holding . The details of our borrowings under the UPC Broadband Holding Bank Facility as of December 31, 2016 are summarized in the following table:

UPC Broadband Holding Facility		Maturity		Interest rate		Facility amount (in borrowing currency) (a)				Outstanding principal amount				Unused borrowing capacity (b)				Carrying value (c)
						in millions
AK (d)		January 15, 2027		4.000 %		€	600.0			$	632.8			$	—			$	627.9
AL (d)		January 15, 2025		5.375 %		$	1,140.0			1,140.0				—				1,132.1
AM		December 31, 2021		EURIBOR + 2.75%		€	990.1			—				1,044.3				—
AN		August 31, 2024		LIBOR + 3.00%		$	2,150.0			2,150.0				—				2,131.9
AO		January 15, 2026		EURIBOR + 3.00%		€	600.0			632.8				—				627.9
Elimination of Facilities AK and AL in consolidation (d)										( 1,772.8		)		—				( 1,760.0		)
Total										$	2,782.8			$	1,044.3			$	2,759.8

---

_______________

(a)	Except as described in (d) below, amounts represent total third-party facility amounts at December 31, 2016 .

(b)

At December 31, 2016 , our availability under the UPC Broadband Holding Bank Facility was limited to € 676.0 million ( $ 713.0 million ) . When the relevant December 31, 2016 compliance reporting requirements have been completed, and assuming no changes from the December 31, 2016 borrowing levels, we anticipate that the full amount of unused borrowing capacity under the UPC Broadband Holding Bank Facility will be available to be borrowed. UPC Facility AM has a fee on unused commitments of 1.1 % per year.

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

(d)	As further discussed in the above description of the UPCB SPE Notes , the amounts borrowed by UPC Financing Partnership ( UPC Financing ) outstanding under UPC Facilities AK and AL are eliminated in Liberty Global ’s consolidated financial statements.

2016 Refinancing Transactions. In August 2016, UPC Broadband Holding entered into UPC Facility AN . UPC Facility AN was issued at 99.5 % of par and is subject to a LIBOR floor of 0.0 % . The net proceeds from UPC Facility AN were used to prepay (i) in full the $ 1,305.0 million outstanding principal amount under UPC Facility AH , (ii) in full the $ 675.0 million outstanding principal amount under UPC Facility AC , together with accrued and unpaid interest and the related prepayment premium, to UPCB Finance V Limited ( UPCB Finance V ) and, in turn, UPCB Finance V used such proceeds to fully redeem the $ 675.0 million principal amount of its 7.250 % senior secured notes and (iii) 10 % of the $ 750.0 million original principal amount under UPC Facility AD , together with accrued and unpaid interest and the related prepayment premium, to UPCB Finance VI Limited ( UPCB Finance VI ) and, in turn, UPCB Finance VI used such proceeds to redeem 10 % of its $ 750.0 million original principal amount of 6.875 % senior secured notes due January 15, 2022 (the UPCB Finance VI Notes ). The redemption price for the UPCB Finance VI Notes was 103 % of the applicable redeemed principal amount. In connection with these transactions, UPC Holding recognized a loss on debt modification and extinguishment, net, of $ 48.8 million . This loss includes (a) the payment of $ 34.2 million of redemption premium, (b) the write-off of $ 11.0 million of deferred financing costs and (c) the write-off of unamortized discount of $ 3.6 million .

In November 2016, UPC Financing entered into UPC Facility AO . UPC Facility AO was issued at 99.75 % of par and is subject to a EURIBOR floor of 0.0 % . The net proceeds from UPC Facility AO , in conjunction with existing cash, were used to prepay in full the remaining $ 600.0 million outstanding principal amount under UPC Facility AD , together with accrued and unpaid interest and the related prepayment premium to UPCB Finance VI and, in turn, UPCB Finance VI used such proceeds to redeem the remaining $ 600.0 million outstanding principal amount of the UPCB Finance VI Notes . The redemption price for the UPCB Finance VI Notes was 103 % of the applicable redeemed principal amount. In connection with these transactions, UPC Holding recognized a loss on debt modification and extinguishment, net, of $ 28.3 million . This loss includes (i) the payment of $ 23.0 million of redemption premium and (ii) the write-off of $ 5.3 million of deferred financing costs.

For information regarding a refinancing transaction completed subsequent to December 31, 2016 that impacts the UPC Broadband Holding Bank Facility , see note 20 .

2015 and 2014 Refinancing Transactions. During 2015 and 2014 , UPC Holding completed a number of refinancing transactions that generally resulted in lower interest rates or extended maturities under the the UPC Broadband Holding Bank Facility . In connection with these transactions, UPC Holding recognized losses on debt modification and extinguishment, net, of $ 76.9 million and $ 16.5 million during 2015 and 2014 , respectively. These losses include (i) the payment of $ 53.5 million of redemption premium in 2015 , (ii) the write-off of deferred financing costs of $ 18.7 million and $ 11.6 million , respectively, and (iii) the write-off of unamortized discounts of $ 4.7 million and $ 4.9 million , respectively.

---

Telenet Credit Facility

The Telenet Credit Facility is the senior secured credit facility of certain subsidiaries of Telenet . The details of our borrowings under the Telenet Credit Facility as of December 31, 2016 are summarized in the following table:

Telenet Facility		Maturity		Interest rate		Facility amount (in borrowing currency) (a)				Outstanding principal amount				Unused borrowing capacity				Carrying value (b)
						in millions
U (c)		August 15, 2022		6.250 %		€	450.0			$	474.6			$	—			$	468.4
V (c)		August 15, 2024		6.750 %		€	250.0			263.7				—				259.8
Z (d)		June 30, 2018		EURIBOR + 2.25%		€	120.0			—				126.6				—
AB (c)		July 15, 2027		4.875 %		€	530.0			559.0				—				553.8
AE		January 31, 2025		EURIBOR + 3.25%		€	1,600.0			1,687.5				—				1,673.2
AF		January 31, 2025		LIBOR + 3.00%		$	1,500.0			1,500.0				—				1,491.1
AG (e)		June 30, 2023		EURIBOR + 2.75%		€	400.0			—				421.9				—
Telenet Overdraft Facility (f)		December 31, 2017		EURIBOR + 1.60%		€	25.0			—				26.4				—
Elimination of Telenet Facilities U, V and AB in consolidation (c)										( 1,297.3		)		—				( 1,282.0		)
Total										$	3,187.5			$	574.9			$	3,164.3

_______________

(a)	Except as described in (c) below, amounts represent total third-party facility amounts at December 31, 2016 .

(b)	Amounts are net of deferred financing costs.

(c)	As further discussed in the above description of the Telenet SPE Notes , the amounts outstanding under Telenet Facilities U, V and AB are eliminated in Liberty Global ’s consolidated financial statements.

(d)	Telenet Facility Z has a fee on unused commitments of 0.79 % and is subject to a EURIBOR floor of 0.0 % .

(e)	In November 2016, Telenet International entered into Telenet Facility AG , which is subject to a EURIBOR floor of 0.0 % and has a fee on unused commitments of 1.1 % per year. In connection with this transaction, commitments under the then existing Telenet Facility X were cancelled.

(f)	The Telenet Overdraft Facility has a fee on unused commitments of 0.55 % and is subject to a EURIBOR floor of 0.0 % .

2016 Refinancing Transactions. In May 2016, Telenet Financing USD LLC ( Telenet Finance ), a wholly-owned subsidiary of Telenet , entered into a new $ 850.0 million term loan facility ( Telenet Facility AD ). The net proceeds from Telenet Facility AD were used to repay in full (i) the € 400.0 million ( $ 421.9 million ) outstanding principal amount under Telenet Facility P , together with accrued and unpaid interest and the related prepayment premium, to Telenet Finance IV Luxembourg S.C.A. ( Telenet Finance IV ) and, in turn, Telenet Finance IV used such proceeds to fully redeem the € 400.0 million ( $ 421.9 million ) principal amount of its senior secured floating rate notes and (ii) the € 300.0 million ( $ 316.4 million ) outstanding principal amount under Telenet Facility O , together with accrued and unpaid interest and the related prepayment premium, to Telenet Finance III Luxembourg S.C.A. ( Telenet Finance III ) and, in turn, Telenet Finance III used such proceeds to fully redeem the € 300.0 million ( $ 316.4 million ) principal amount of its 6.625 % senior secured notes. In connection with these transactions, Telenet recognized a loss on debt modification and extinguishment, net, of $ 18.9 million . This loss includes (a) the payment of $ 11.1 million of redemption premium and (b) the write-off of $ 7.8 million of deferred financing costs.

In November 2016, (i) Telenet International, a wholly-owned subsidiary of Telenet , entered into Telenet Facility AE which is subject to a EURIBOR floor of 0.0 % , and (ii) Telenet Finance entered into Telenet Facility AF , which was issued at 99.5 % of par and is subject to a LIBOR floor of 0.0 % . The net proceeds from Telenet Facility AE and Telenet Facility AF were used to prepay in full (a) the € 474.1 million ( $ 500.1 million ) outstanding principal amount under Telenet Facility W , (b) the € 882.9 million ( $931.2

---

million ) outstanding principal amount under Telenet Facility Y , (c) the € 800.0 million ( $ 843.8 million ) outstanding principal amount under Telenet Facility AA and (d) the $ 850.0 million outstanding principal amount under Telenet Facility AD . In connection with these transactions, Telenet recognized a loss on debt modification and extinguishment, net, of $ 33.9 million . This loss includes (a) the write-off of $ 26.0 million of deferred financing costs and (b) the payment of $ 7.9 million of redemption premium.

2014 Refinancing Transactions. During 2014, Telenet completed a number of refinancing transactions that generally resulted in lower interest rates and extended maturities. In connection with these transactions, Telenet recognized a loss on debt modification and extinguishment, net, of $ 11.9 million , which includes (i) the write-off of $ 7.1 million of deferred financing costs, (ii) the payment of $ 3.6 million of redemption premium and (iii) the write-off of $ 1.2 million of unamortized discount.

Telenet SPE Notes

The details of the Telenet SPE Notes as of December 31, 2016 are summarized in the following table:

							Outstanding principal amount
Telenet SPEs Notes			Maturity		Interest rate		Borrowing currency				U.S. $ equivalent				Estimated fair value				Carrying value (a)
							in millions
6.25% Telenet Finance V Notes			August 15, 2022		6.250 %		€	450.0			$	474.6			$	505.2			$	468.4
6.75% Telenet Finance V Notes			August 15, 2024		6.750 %		€	250.0			263.7				293.5				259.8
Telenet Finance VI Notes			July 15, 2027		4.875 %		€	530.0			559.0				585.2				553.8
Total											$	1,297.3			$	1,383.9			$	1,282.0

_______________

(a)	Amounts are net of deferred financing costs.

Subject to the circumstances described below, the 6.25% Telenet Finance V Notes are non-callable until August 15, 2017, the 6.75% Telenet Finance V Notes are non-callable until August 15, 2018 and the Telenet Finance VI Notes are non-callable until July 15, 2021 (each a Telenet SPE Notes Call Date ). If, however, at any time prior to the applicable Telenet SPE Notes Call Date , all or a portion of the loans under the related Telenet SPE Funded Facility are voluntarily prepaid (a Telenet Early Redemption Event ), then the applicable Telenet SPE will be required to redeem an aggregate principal amount of its Telenet SPE Notes equal to the principal amount of the loans so prepaid under the relevant Telenet SPE Funded Facility . In general, the redemption price payable will equal 100 % of the principal amount of the applicable Telenet SPE Notes to be redeemed and a “make-whole” premium, which is the present value of all remaining scheduled interest payments to the applicable Telenet SPE Notes Call Date using the discount rate (as specified in the applicable indenture) as of the redemption date plus 50 basis points .

---

Upon the occurrence of a Telenet Early Redemption Event on or after the applicable Telenet SPE Notes Call Date , the applicable Telenet SPE will redeem an aggregate principal amount of its Telenet SPE Notes equal to the principal amount of the related Telenet SPE Funded Facility prepaid at the following redemption prices (expressed as a percentage of the principal amount), plus accrued and unpaid interest and additional amounts (as specified in the applicable indenture), if any, to the applicable redemption date, as set for below:

			Redemption Price
			6.25% Telenet Finance V Notes		6.75% Telenet Finance V Notes		Telenet Finance VI Notes
12-month period commencing			August 15		August 15		July 15
2017			103.125 %		N.A.		N.A.
2018			102.083 %		103.375 %		N.A.
2019			101.563 %		102.531 %		N.A.
2020			100.000 %		101.688 %		N.A.
2021			100.000 %		100.844 %		102.438 %
2022			N.A.		100.000 %		101.219 %
2023			N.A.		100.000 %		100.609 %
2024 and thereafter			N.A.		N.A.		100.000 %

2016 Refinancing Transactions. In May 2016, Telenet Finance entered into Telenet Facility AD (as defined and described above). A portion of the net proceeds from Telenet Facility AD were ultimately used to redeem in full the amounts outstanding under the Telenet Finance III Notes and Telenet Finance IV Notes , as further described above under Telenet Credit Facility - 2016 Refinancing Transactions .

2015 Refinancing Transaction. During 2015, Telenet completed a refinancing transaction that resulted in lower interest rates and extended maturities. In connection with this transaction, Telenet recognized a loss on debt modification and extinguishment, net, of $ 34.3 million , representing the payment of redemption premium.

Ziggo Group Holding Debt

2016 Financing Transactions. During 2016, prior to the completion of the Dutch JV Transaction , Ziggo Group Holding and certain of its subsidiaries completed the below financing transactions.

In August 2016, (i) Ziggo Secured Finance B.V. ( Ziggo Secured Finance ), a special purpose financing entity owned 100 % by a third-party, entered into a € 2,598.2 million ( $ 2,740.4 million ) term loan facility ( Ziggo Facility C ) and (ii) Ziggo Secured Finance Partnership, a subsidiary of Ziggo Secured Finance , entered into a $ 1,000.0 million term loan facility ( Ziggo Facility D ). Ziggo Facility C and Ziggo Facility D were each issued at 99.5 % of par and mature on August 31, 2024. Ziggo Facility C bears interest at a rate of EURIBOR plus 3.75 % and is subject to a EURIBOR floor of 0.0 % . Ziggo Facility D bears interest at a rate of LIBOR plus 3.00 % and is subject to a LIBOR floor of 0.0 % . The net proceeds from Ziggo Facility C were used, in conjunction with existing cash, to prepay in full (a) the € 664.2 million ( $ 700.6 million ) outstanding principal amount under an existing Ziggo Group Holding credit facility that was due on March 31, 2021 and (b) the € 1,925.0 million ( $ 2,030.4 million ) outstanding principal amount under the Ziggo Euro Facility , and the net proceeds from Ziggo Facility D were used, in conjunction with existing cash, to prepay $ 1,000.0 million of the $ 2,350.0 million outstanding principal amount under the Ziggo Dollar Facility , which bears interest at a rate of LIBOR plus 2.75 % and matures on January 15, 2022. Except as noted above, these transactions were completed as non-cash refinancings. In connection with these transactions, Ziggo Group Holding recognized losses on debt modification and extinguishment, net, of $ 15.9 million . These losses include (1) the the write-off of net unamortized discounts of $ 8.7 million and (2) the write-off of $ 7.2 million of deferred financing costs.

In September 2016, (i) Ziggo Secured Finance issued (a) $ 2,000.0 million principal amount of 5.50 % senior secured notes (the Ziggo 2027 Dollar Senior Secured Notes ) and (b) € 775.0 million ( $ 817.4 million ) of 4.25 % senior secured notes (together with the Ziggo 2027 Dollar Senior Secured Notes , the Ziggo 2027 Senior Secured Notes ), each due January 15, 2027, and (ii)

---

Ziggo Bond Finance B.V., a special purpose finance entity owned 100 % by a third party, issued $ 625.0 million principal amount of 6.00 % senior notes due January 15, 2027 (the Ziggo 2027 Senior Notes ). Ziggo Secured Finance used $ 300.0 million of the net proceeds from the Ziggo 2027 Dollar Senior Secured Notes to fund a senior secured proceeds loan (the Ziggo Dollar Senior Secured Proceeds Loans ) under a term loan facility agreement. The Ziggo Dollar Senior Secured Proceeds Loans were used to prepay $ 300.0 million of the principal amount outstanding under the Ziggo Dollar Facility .

The remaining net proceeds from the Ziggo 2027 Senior Secured Notes and the Ziggo 2027 Senior Notes were placed into certain escrow accounts (the Escrowed Proceeds ). Upon completion of the Dutch JV Transaction , on January 4, 2017, the Escrowed Proceeds were used to fund a distribution to Liberty Global and Vodafone . As a result of the Dutch JV Transaction , effective December 31, 2016, we no longer consolidate Ziggo Group Holding . For information regarding the Dutch JV Transaction and cash proceeds received on January 4, 2017, see note 5 .

CWC Notes

The details of the outstanding notes of CWC as of December 31, 2016 are summarized in the following table:

						Outstanding principal amount
CWC Notes		Maturity		Interest rate		Borrowing currency				U.S. $ equivalent				Estimated fair value				Carrying value (a)
						in millions
Columbus Senior Notes (b)		March 30, 2021		7.375 %		$	1,250.0			$	1,250.0			$	1,332.8			$	1,322.9
Sable Senior Notes (c)		August 1, 2022		6.875 %		$	750.0			750.0				783.7				770.0
CWC Senior Notes (d)		March 25, 2019		8.625 %		£	146.7			181.1				203.1				195.8
Total										$	2,181.1			$	2,319.6			$	2,288.7

_______________

(a)	Amounts include the impact of premiums recorded in connection with the acquisition accounting for the CWC Acquisition .

(b)	The Columbus Senior Notes were issued by Columbus International Inc. ( Columbus ), a wholly-owned subsidiary of CWC .

(c)	The Sable Senior Notes were issued by Sable .

(d)	The CWC Senior Notes , which are non-callable, were issued by Cable & Wireless International Finance B.V., a wholly-owned subsidiary of CWC .

Subject to the circumstances described below, the Columbus Senior Notes are non-callable until March 30, 2018 and the Sable Senior Notes are non-callable until August 1, 2018. At any time prior to March 30, 2018, in the case of the Columbus Senior Notes and August 1, 2018, in the case of the Sable Senior Notes , Columbus and Sable may redeem some or all of the applicable notes by paying a “make-whole” premium, which is generally based on the present value of all scheduled interest payments until March 30, 2018 or August 1, 2018 (as applicable) using the discount rate (as specified in the applicable indenture) as of the redemption date, plus 50 basis points , and in the case of the Sable Senior Notes is subject to a minimum 1 % of the principal amount outstanding at any redemption date prior to August 1, 2018.

---

Columbus and Sable (as applicable) may redeem some or all of the Columbus Senior Notes and Sable Senior Notes , respectively, at the following redemption prices (expressed as a percentage of the principal amount) plus accrued and unpaid interest and additional amounts (as specified in the applicable indenture), if any, to the redemption date, as set forth below:

				Redemption price
				Columbus Senior Notes		Sable Senior Notes
12-month period commencing				March 30		August 1
2018				103.688 %		105.156 %
2019				101.844 %		103.438 %
2020				100.000 %		101.719 %
2021 and thereafter				N.A.		100.000 %

CWC Credit Facilities

The CWC Credit Facilities are the senior secured credit facilities of certain subsidiaries of CWC . The details of our borrowings under the CWC Credit Facilities as of December 31, 2016 are summarized in the following table:

CWC Credit Facility		Maturity		Interest rate		Facility amount (in borrowing currency)				Outstanding principal amount				Unused borrowing capacity (a)				Carrying value (b)
						in millions
CWC Term Loans		December 31, 2022		LIBOR + 4.75% (c)		$	1,100.0			$	1,100.0			$	—			$	1,075.6
CWC Revolving Credit Facility		July 31, 2021		LIBOR + 3.50% (d)		$	625.0			—				625.0				—
CWC Regional Facilities (e)		various dates ranging from 2017 to 2038		3.65% (f)		$	443.4			311.9				131.5				310.5
Total										$	1,411.9			$	756.5			$	1,386.1

_______________

(a)

At December 31, 2016 , our aggregate availability under the CWC Revolving Credit Facility was limited to $ 481.0 million . When the relevant December 31, 2016 compliance reporting requirements have been completed, and assuming no changes from the December 31, 2016 borrowing levels, we anticipate that our availability under the CWC Revolving Credit Facility will remain limited to $ 481.0 million . At December 31, 2016 , the full amount of the unused borrowing capacity under the CWC Regional Facilities was available to be borrowed.

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

(c)	The CWC Term Loans are subject to a LIBOR floor of 0.75 % .

(d)	The CWC Revolving Credit Facility has a fee on unused commitments of 0.5 % per year.

(e)	Represents certain amounts borrowed by CWC Panama , CWC BTC , CWC Jamaica and CWC Barbados .

(f)	Represents a blended weighted average rate for all CWC Regional Facilities .

2016 Financing Transactions. On May 17, 2016, Sable and Coral-US Co-Borrower LLC ( Coral-US ), a wholly-owned subsidiary of CWC , acceded as borrowers and assumed obligations under the credit agreement dated May 16, 2016, pursuant to which (i) Coral-US entered into the CWC Term Loans and (ii) Sable and Coral-US entered into the CWC Revolving Credit Facility .

A portion of the proceeds from the CWC Term Loans and amounts drawn under the CWC Revolving Credit Facility were used to (i) repay amounts outstanding under the then existing revolving credit facility and (ii) redeem certain senior secured notes

---

issued by Sable . In connection with these transactions, CWC recognized a gain on debt modification and extinguishment, net, of $ 1.5 million . This gain includes (a) the write-off of $ 19.0 million of unamortized premium and (b) the payment of $ 17.5 million of redemption premium.

In November 2016, Sable and Coral-US entered into a new $ 300.0 million term loan facility, which has the same maturity date, interest rate and LIBOR floor as the existing CWC Term Loans . The net proceeds from the new term loan were used to prepay indebtedness under the CWC Revolving Credit Facility and for general corporate purposes.

VTR Finance Senior Secured Notes

In January 2014, VTR Finance issued $ 1.4 billion principal amount of VTR Finance Senior Secured Notes , due January 15, 2024. At any time prior to January 15, 2019, VTR Finance may redeem some or all of the VTR Finance Senior Secured Notes by paying a “make-whole” premium, which is the present value of all remaining scheduled interest payments to January 15, 2019 using the discount rate (as specified in the VTR Indenture ) as of the applicable redemption date plus 50 basis points .

VTR Finance may redeem all or part of the VTR Finance Senior Secured Notes at the following redemption prices (expressed as a percentage of the principal amount) plus accrued and unpaid interest and additional amounts (as specified in the VTR Indenture ), if any, to the applicable redemption date, as set forth below:

			Redemption price
12-month period commencing January 15:
2019			103.438 %
2020			102.292 %
2021			101.146 %
2022 and thereafter			100.000 %

Liberty Puerto Rico Bank Facility

The Liberty Puerto Rico Bank Facility is the senior secured credit facility of certain subsidiaries of Liberty Puerto Rico . The details of our borrowings under the Liberty Puerto Rico Bank Facility as of December 31, 2016 are summarized in the following table:

Liberty Puerto Rico Facility		Maturity		Interest rate		Facility  amount (in borrowing currency)				Outstanding principal amount				Unused borrowing capacity				Carrying value (a)
						in millions
LPR Term Loan B		January 7, 2022		LIBOR + 3.50% (b)		$	765.0			$	765.0			$	—			$	752.8
LPR Term Loan C		July 7, 2023		LIBOR + 6.75% (b)		$	177.5			177.5				—				174.4
LPR Revolving Loan (c)		July 7, 2020		LIBOR + 3.50%		$	40.0			—				40.0				—
Total										$	942.5			$	40.0			$	927.2

_______________

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

(b)	LPR Term Loan B and LPR Term Loan C each have a LIBOR floor of 1.0 % .

(c)	The LPR Revolving Loan has a fee on unused commitments of 0.50 % or 0.375 % depending on the consolidated total net leverage ratio (as specified in the Liberty Puerto Rico Bank Facility ).

2014 Refinancing Transactions. During 2014 , Liberty Puerto Rico completed various refinancing transactions that generally resulted in additional borrowings or extended maturities under the Liberty Puerto Rico Bank Facility . In connection with these

---

transactions, Liberty Puerto Rico recognized a loss on debt modification and extinguishment, net, of $ 9.8 million . This loss includes (i) third-party costs of $ 7.1 million , (ii) the write-off of deferred financing costs of $ 3.6 million and (iii) the write-off of unamortized premium of $ 0.9 million .

Maturities of Debt and Capital Lease Obligations

Maturities of our debt and capital lease obligations as of December 31, 2016 are presented below for the named entity and its subsidiaries, unless otherwise noted. Amounts presented below represent U.S. dollar equivalents based on December 31, 2016 exchange rates:

Debt:

	Liberty Global Group																								LiLAC Group
	Virgin Media				Unitymedia				UPC Holding (a)				Telenet (b)				Other				Total Liberty Global Group				CWC				VTR				Liberty Puerto Rico				Total LiLAC Group				Total
	in millions
Year ending December 31:
2017	$	1,262.3			$	222.7			$	776.9			$	44.4			$	519.0			$	2,825.3			$	95.2			$	48.9			$	—			$	144.1			$	2,969.4
2018	0.5				7.8				—				7.8				1,098.6				1,114.7				54.8				—				—				54.8				1,169.5
2019	0.5				7.6				—				17.8				302.4				328.3				227.7				—				—				227.7				556.0
2020	116.5				7.2				—				11.8				27.6				163.1				38.3				—				—				38.3				201.4
2021	2,014.2				6.8				—				10.4				215.5				2,246.9				1,284.0				—				—				1,284.0				3,530.9
Thereafter	11,503.5				7,765.4				6,007.1				4,566.0				27.5				29,869.5				1,893.0				1,400.0				942.5				4,235.5				34,105.0
Total debt maturities	14,897.5				8,017.5				6,784.0				4,658.2				2,190.6				36,547.8				3,593.0				1,448.9				942.5				5,984.4				42,532.2
Unamortized premium (discount)	13.9				—				( 14.6		)		—				( 38.9		)		( 39.6		)		91.6				—				( 7.5		)		84.1				44.5
Unamortized deferred financing costs	( 106.3		)		( 50.3		)		( 31.8		)		( 38.5		)		( 1.2		)		( 228.1		)		( 9.8		)		( 24.7		)		( 7.8		)		( 42.3		)		( 270.4		)
Total debt	$	14,805.1			$	7,967.2			$	6,737.6			$	4,619.7			$	2,150.5			$	36,280.1			$	3,674.8			$	1,424.2			$	927.2			$	6,026.2			$	42,306.3
Current portion	$	1,262.3			$	226.1			$	776.9			$	44.4			$	190.4			$	2,500.1			$	95.2			$	48.9			$	—			$	144.1			$	2,644.2
Noncurrent portion	$	13,542.8			$	7,741.1			$	5,960.7			$	4,575.3			$	1,960.1			$	33,780.0			$	3,579.6			$	1,375.3			$	927.2			$	5,882.1			$	39,662.1

_______________

(a)	Amounts include the UPCB SPE Notes issued by the UPCB SPE s. As described above, the UPCB SPE s are consolidated by UPC Holding and Liberty Global .

(b)	Amounts include the Telenet SPE Notes issued by the Telenet SPE s. As described above, the Telenet SPE s are consolidated by Telenet and Liberty Global .

---

Capital lease obligations:

	Liberty Global Group
	Unitymedia				Telenet				Virgin Media				Other				Total Liberty Global Group				Total LiLAC Group				Total
	in millions
Year ending December 31:
2017	$	77.4			$	64.7			$	38.2			$	27.9			$	208.2			$	7.4			$	215.6
2018	77.4				62.9				15.0				21.8				177.1				11.6				188.7
2019	77.4				53.3				7.1				15.7				153.5				2.1				155.6
2020	77.3				50.4				4.2				9.7				141.6				1.2				142.8
2021	77.3				48.7				3.6				7.2				136.8				0.1				136.9
Thereafter	687.1				215.8				168.9				38.5				1,110.3				—				1,110.3
Total principal and interest payments	1,073.9				495.8				237.0				120.8				1,927.5				22.4				1,949.9
Amounts representing interest	( 416.9		)		( 121.8		)		( 145.8		)		( 21.9		)		( 706.4		)		( 0.7		)		( 707.1		)
Present value of net minimum lease payments	$	657.0			$	374.0			$	91.2			$	98.9			$	1,221.1			$	21.7			$	1,242.8
Current portion	$	27.6			$	43.1			$	33.1			$	20.4			$	124.2			$	6.7			$	130.9
Noncurrent portion	$	629.4			$	330.9			$	58.1			$	78.5			$	1,096.9			$	15.0			$	1,111.9

Non-cash Financing Transactions

---

Liberty Global files its primary income tax return in the U.K. Its subsidiaries file income tax returns in the U.K. , the U.S. , the Netherlands and a number of other 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,
	2016					2015					2014
	in millions
U.K.	$	930.7				$	778.1				$	585.7
U.S.	( 848.5		)			( 924.5		)			( 1,105.6		)
Switzerland	274.6					395.3					326.1
The Netherlands	127.4			—		( 1,353.3		)	—		( 644.5		)
Germany	( 49.3		)			( 5.1		)			( 294.7		)
Chile	47.4					182.3					43.1
Panama	19.4					—					—
Belgium	13.7			—		175.4			—		21.5
Other	34.0					67.2					12.5
Total	$	549.4				$	( 684.6	)			$	( 1,055.9	)

---

Income tax benefit (expense) consists of:

	Current				Deferred				Total
	in millions
Year ended December 31, 2016:
The Netherlands	$	( 0.4	)		$	1,315.3			$	1,314.9
U.S. (a)	146.9				88.3				235.2
Chile	( 134.3		)		( 11.2		)		( 145.5		)
Belgium	( 105.0		)		57.0				( 48.0		)
Switzerland	( 48.5		)		5.3				( 43.2		)
Germany	( 77.9		)		41.0				( 36.9		)
Panama	( 18.6		)		14.1				( 4.5		)
U.K.	( 15.3		)		17.0				1.7
Other	( 49.0		)		( 6.8		)		( 55.8		)
Total	$	( 302.1	)		$	1,520.0			$	1,217.9
Year ended December 31, 2015:
U.K	$	( 0.9	)		$	( 208.5	)		$	( 209.4	)
The Netherlands	2.5				159.0				161.5
Belgium	( 125.4		)		11.1				( 114.3		)
Switzerland	( 63.2		)		( 14.7		)		( 77.9		)
Chile	( 57.4		)		13.5				( 43.9		)
Germany	( 66.7		)		24.3				( 42.4		)
U.S. (a)	( 81.2		)		58.7				( 22.5		)
Other	( 22.7		)		6.7				( 16.0		)
Total	$	( 415.0	)		$	50.1			$	( 364.9	)
Year ended December 31, 2014:
Continuing operations:
U.K.	$	( 2.1	)		$	113.4			$	111.3
U.S. (a)	( 22.5		)		129.6				107.1
Belgium	( 138.7		)		31.7				( 107.0		)
Switzerland	( 76.8		)		3.1				( 73.7		)
The Netherlands	11.1				42.5				53.6
Germany	( 22.6		)		37.0				14.4
Chile	17.1				( 24.1		)		( 7.0		)
Other	( 41.1		)		17.4				( 23.7		)
Total — continuing operations	$	( 275.6	)		$	350.6			$	75.0
Discontinued operation	$	—			$	( 0.1	)		$	( 0.1	)

_______________

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

---

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,
	2016				2015				2014
	in millions
Computed “expected” tax benefit (expense) (a)	$	( 109.9	)		$	136.9			$	221.7
Change in valuation allowances (b):
Benefit	1,149.1				6.8				11.9
Expense	( 260.4		)		( 508.3		)		( 373.1		)
Recognition of previously unrecognized tax benefits	212.5				44.4				29.5
Non-deductible or non-taxable foreign currency exchange results (b):
Benefit	228.0				53.2				71.9
Expense	( 34.3		)		( 5.1		)		( 16.3		)
Tax effect of intercompany financing	173.7				154.9				166.9
Non-deductible or non-taxable interest and other expenses (b):
Expense	( 234.9		)		( 106.6		)		( 236.5		)
Benefit	63.8				48.1				58.0
Enacted tax law and rate changes (c)	( 162.2		)		( 280.5		)		23.9
International rate differences (b) (d):
Benefit	138.1				200.8				266.4
Expense	( 43.0		)		( 52.7		)		( 27.6		)
Basis and other differences in the treatment of items associated with investments in subsidiaries and affiliates (b):
Benefit	173.6				3.3				32.6
Expense	( 110.8		)		( 96.9		)		( 168.0		)
Other, net	34.6				36.8				13.7
Total income tax benefit (expense)	$	1,217.9			$	( 364.9	)		$	75.0

_______________

(a)	The statutory or “expected” tax rates are the U.K. rates of 20.0 % for 2016 and 2015 and 21.0 % for 2014 .

(b)	Country jurisdictions giving rise to income tax benefits are grouped together and shown separately from country jurisdictions giving rise to income tax expenses.

(c)

During 2015, the U.K. enacted legislation that will change the corporate income tax rate from the current rate of 20.0 % to 19.0 % in April 2017 and 18.0 % in April 2020. Substantially all of the impact of these rate changes on our deferred tax balances was recorded in the fourth quarter of 2015 when the change in law was enacted. During the third quarter of 2016, the U.K. enacted legislation that will further reduce the corporate income tax rate in April 2020 from 18.0 % to 17.0 % . Substantially all of the impact of this rate change on our deferred tax balances was recorded during the third quarter of 2016.

(d)	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.

---

The components of our deferred tax assets are as follows:

	December 31,
	2016				2015
	in millions
Deferred tax assets (a)	$	3,024.7			$	2,342.9
Deferred tax liabilities (a)	( 1,307.8		)		( 1,785.7		)
Net deferred tax asset	$	1,716.9			$	557.2

_______________

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

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

	December 31,
	2016				2015
	in millions
Deferred tax assets:
Net operating loss and other carryforwards	$	6,598.0			$	5,873.2
Property and equipment, net	2,028.9				2,583.1
Debt	1,626.3				1,611.7
Intangible assets	99.5				112.4
Derivative instruments	68.3				173.1
Other future deductible amounts	399.6				272.5
Deferred tax assets	10,820.6				10,626.0
Valuation allowance	( 6,015.4		)		( 6,395.6		)
Deferred tax assets, net of valuation allowance	4,805.2				4,230.4
Deferred tax liabilities:
Property and equipment, net	( 1,076.9		)		( 1,053.4		)
Intangible assets	( 901.6		)		( 1,826.5		)
Investments (including consolidated partnerships)	( 485.9		)		( 374.5		)
Derivative instruments	( 175.5		)		( 280.7		)
Other future taxable amounts	( 448.4		)		( 138.1		)
Deferred tax liabilities	( 3,088.3		)		( 3,673.2		)
Net deferred tax asset	$	1,716.9			$	557.2

Our deferred income tax valuation allowance decreased $ 380.2 million in 2016 . This decrease reflects the net effect of (i) business acquisitions, (ii) the net tax benefit related to our continuing operations of $ 888.7 million , including a tax benefit of $ 1.1 billion recognized in the Netherlands upon the release of valuation allowances in the fourth quarter of 2016, (iii) foreign currency translation adjustments, (iv) the effect of enacted tax law and rate changes and (v) other individually insignificant items. The release of valuation allowances in the Netherlands is attributable to a significant improvement in our forecast of taxable income in the Netherlands, due to, among other factors, the impact of contributing Ziggo Group Holding to the Dutch JV on December 31, 2016, as further described in note 5.

Virgin Media had property and equipment on which future U.K. tax deductions can be claimed of $ 17.9 billion and $ 21.0 billion at December 31, 2016 and 2015 , respectively. The maximum amount of these “capital allowances” that can be claimed in any one year is 18 % of the remaining balance, after additions, disposals and prior claims. The tax effects of the excess of these

---

capital allowances over the related financial reporting bases are included in the 2016 and 2015 deferred tax assets related to property and equipment, net, in the above table.

At December 31, 2016 , our unrecognized excess tax benefits aggregated $ 139.0 million . These excess tax benefits, which represent tax deductions in excess of the financial reporting expense for share-based compensation, have not been recognized for financial reporting purposes as these tax benefits have not been realized as a reduction of income taxes payable. The tax effects of these unrecognized excess tax benefits are not included in the above table. For additional information regarding the adoption of ASU 2016-09, which will impact the accounting for unrecognized excess tax benefits beginning January 1, 2017, see note 2.

The significant components of our tax loss carryforwards and related tax assets at December 31, 2016 are as follows:

Country		Tax loss carryforward				Related tax asset				Expiration date
		in millions
U.K.:
Amount attributable to capital losses		$	20,335.9			$	3,457.1			Indefinite
Amount attributable to net operating losses		2,563.4				435.8				Indefinite
The Netherlands		4,108.7				1,027.2				2017-2025
Germany		1,608.1				259.5				Indefinite
U.S.		1,268.0				320.1				2019-2036
Luxembourg		1,124.1				292.4				Indefinite
Belgium		894.2				303.9				Indefinite
Barbados		817.9				52.4				2017 - 2023
Ireland		601.9				75.2				Indefinite
France		505.4				146.2				Indefinite
Jamaica		449.7				149.9				Indefinite
Hungary		166.8				15.0				2020-2025
Other		264.9				63.3				Various
Total		$	34,709.0			$	6,598.0

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. We intend to indefinitely reinvest earnings from these non- U.S. operations. At December 31, 2016 , income and withholding taxes for which a net deferred tax liability might otherwise be required have not been provided on an estimated $ 6.9 billion of cumulative temporary differences (including, for this purpose, any difference between the aggregate tax basis in stock of a consolidated subsidiary and the corresponding amount of the subsidiary’s net equity, including cumulative translation adjustments, determined for financial reporting purposes) on non- U.S. entities. The determination of the additional withholding tax that would arise upon a reversal of these temporary differences is impractical to estimate as it is subject to offset by available foreign tax credits and subject to certain limitations.

In general, a U.K. or U.S. corporation may claim a foreign tax credit against its income tax expense for foreign income taxes paid or accrued. A U.S. corporation may also claim a credit for foreign income taxes paid or accrued on the earnings of a foreign corporation paid to the U.S. corporation as a dividend.

Our ability to claim a foreign tax credit for dividends received from our foreign subsidiaries or foreign taxes paid or accrued is subject to various significant limitations under U.S. tax laws, including a limited carry back and carry forward period. Some of our operating companies are located in countries with which the U.K. or U.S. does not have income tax treaties. Because we lack treaty protection in these countries, we may be subject to high rates of withholding taxes on distributions and other payments from

---

these operating companies and may be subject to double taxation on our income. Limitations on the ability to claim a foreign tax credit, lack of treaty protection in some countries and the inability to offset losses in one jurisdiction against income earned in another jurisdiction could result in a high effective tax rate on our earnings. Since a significant portion of our revenue is generated outside of the U.K. and substantially all of our revenue is generated outside the U.S. , including in jurisdictions that do not have tax treaties with the U.K. or U.S. , these risks are greater for us than for companies that generate most of their revenue in the U.K. or U.S. or in jurisdictions that have these treaties.

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. Because some jurisdictions do not have systems of taxation that are as well established as the system of income taxation used in the U.K. , U.S. or tax regimes used in other major industrialized countries, it may be difficult to anticipate how other jurisdictions will tax our and our subsidiaries’ current and future operations.

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 2008 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 Austria (2012 through 2014), Chile (2011 through 2015), the Czech Republic (2013), Germany (2008 through 2014), the Netherlands (2015 through 2016), Panama (2013 through 2015), Poland (2010 and 2013), Trinidad and Tobago (2006 through 2009), the U.S. (2009 through 2011 and 2016) and certain other jurisdictions within the Caribbean and Latin America. Except as noted below, any adjustments that might arise from the foregoing examinations are not expected to have a material impact on our consolidated financial position or results of operations. In the U.S. , we have received notices of adjustment from the Internal Revenue Service with respect to our 2010 and 2009 income tax returns, and have entered into the appeals process with respect to the 2010 and 2009 matters. In Chile, adjustments received from the tax authorities for the tax years 2011 and 2012 are in dispute. We have appealed these adjustments to the Chilean tax court. Also in Chile, we recorded an income tax receivable in connection with the expected utilization of certain net operating loss carryforwards upon the completion of a merger transaction of two indirect subsidiaries of Liberty Global. We are engaged in an ongoing examination by tax authorities in Chile in connection with this receivable and were notified during the third quarter of 2016 that approximately 48 % of our claim has been agreed by the tax authorities. We intend to pursue the payment of the remaining portion of this receivable through available method. While we believe that the ultimate resolution of these proposed adjustments will not 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.

---

The changes in our unrecognized tax benefits are summarized below:

	2016				2015				2014
	in millions
Balance at January 1	$	609.9			$	513.5			$	490.9
Reductions for tax positions of prior years	( 184.2		)		( 42.2		)		( 50.2		)
Additions for tax positions of prior years	112.9				27.0				64.5
Lapse of statute of limitations	( 84.6		)		( 8.3		)		( 1.9		)
Effects of business acquisitions	38.0				—				—
Additions based on tax positions related to the current year	33.5				142.3				38.2
Foreign currency translation	( 10.9		)		( 22.3		)		( 27.0		)
Settlements with tax authorities	( 13.5		)		( 0.1		)		( 1.0		)
Balance at December 31	$	501.1			$	609.9			$	513.5

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

As of December 31, 2016 , our unrecognized tax benefits included $ 438.3 million of 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 2017 , it is reasonably possible that the resolution of ongoing examinations by tax authorities as well as expiration of statutes of limitation could result in reductions to our unrecognized tax benefits related to tax positions taken as of December 31, 2016 . Other than the potential impacts of these ongoing examinations and the expected expiration of certain statutes of limitation, we do not expect any material changes to our unrecognized tax benefits during 2017 . No assurance can be given as to the nature or impact of any changes in our unrecognized tax positions during 2017 .

Capitalization

Our authorized share capital consists of an aggregate nominal amount of $ 20.0 million , consisting of any of the following: (i) Liberty Global Shares (Class A, B or C), each with a nominal value of $ 0.01 per share, (ii) LiLAC Shares (Class A, B or C), each with a nominal value of $ 0.01 per share, (iii) preference shares, with a nominal value to be determined by the board of directors, the issuance of one or more classes or series of which as may be authorized by the board of directors, and (iv) any other shares of 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 and LiLAC Class A ordinary shares are entitled to one vote for each such share held, and holders of Liberty Global Class B ordinary shares and LiLAC Class B ordinary shares are entitled to 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 and LiLAC Class C ordinary shares are not entitled to any voting powers except as required by law.

At the option of the holder, each Liberty Global Class B ordinary share is convertible into one Liberty Global Class A ordinary share and each LiLAC Class B ordinary share is convertible into one LiLAC Class A ordinary share. One Liberty Global Class A ordinary share is reserved for issuance for each Liberty Global Class B ordinary share that is issued ( 10,805,850 shares issued as of December 31, 2016 ), and one LiLAC Class A ordinary share is reserved for issuance for each LiLAC Class B ordinary share

---

( 1,888,323 shares issued as of December 31, 2016 ). Additionally, at December 31, 2016 , we have reserved Liberty Global Shares and LiLAC Shares for the issuance of outstanding share-based compensation awards, as set forth in the table below:

		Liberty Global Shares									LiLAC Shares
		Class A			Class B			Class C			Class A			Class B			Class C
Options		707,293			—			2,754,480			82,818			—			212,602
SARs and PSARs		13,182,578			—			32,139,764			1,973,135			—			4,757,017
PSUs, PGUs, RSUs		3,649,647			333,334			6,652,584			550,359			58,256			1,000,190

Subject to any preferential rights of any outstanding class of our preference shares, the holders of Liberty Global Shares and LiLAC Shares are entitled to dividends as may be declared from time to time by our board of directors from funds available therefore. Such dividends may be declared in favor of Liberty Global Shares and LiLAC Shares , in equal or unequal amounts, or only in favor of the Liberty Global Shares or the LiLAC Shares . There are currently no contractual restrictions on our ability to pay dividends in cash or shares.

In the event of our liquidation, dissolution and 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 Liberty Global Shares and LiLAC Shares will be entitled to receive their proportionate interests, expressed in liquidation units, in any assets available for distribution to our ordinary shares regardless of whether such assets are then attributed to the Liberty Global Group or the LiLAC Group . Pursuant to the terms of our Articles of Association, the liquidation units for each Liberty Global Share and each LiLAC Share are 1 and 0.94893 , respectively.

On January 26, 2014, our board of directors approved a share split in the form of a share dividend (the 2014 Share Dividend ), which constituted a bonus issue under our articles of association and English law, of one Liberty Global Class C ordinary share on each outstanding Liberty Global Class A, Class B and Class C ordinary share as of the February 14, 2014 record date. The distribution date for the 2014 Share Dividend was March 3, 2014. All Liberty Global share and per share amounts presented herein give retrospective effect to the 2014 Share Dividend .

---

A summary of the changes in our share capital during 2016 and 2015 is set forth in the table below:

	Liberty Global Shares																LiLAC Shares																Old Liberty Global Shares
	Class A				Class B				Class C				Total				Class A				Class B				Class C				Total				Class A				Class B				Class C				Total
	in millions
Balance at January 1, 2015	$	—			$	—			$	—			$	—			$	—			$	—			$	—			$	—			$	2.5			$	0.1			$	6.3			$	8.9
Repurchase and cancellation of Old Liberty Global Shares	—				—				—				—				—				—				—				—				—				—				( 0.1		)		( 0.1		)
Liberty Global call option contracts	—				—				—				—				—				—				—				—				—				—				( 0.1		)		( 0.1		)
Balance at June 30, 2015	—				—				—				—				—				—				—				—				2.5				0.1				6.1				8.7
Impact of the LiLAC Transaction (note 1)	2.5				0.1				6.1				8.7				0.1				—				0.3				0.4				( 2.5		)		( 0.1		)		( 6.1		)		( 8.7		)
Repurchase and cancellation of Liberty Global Shares	—				—				( 0.1		)		( 0.1		)		—				—				—				—				—				—				—				—
Liberty Global call option contracts	—				—				( 0.1		)		( 0.1		)		—				—				—				—				—				—				—				—
Balance at December 31, 2015	$	2.5			$	0.1			$	5.9			$	8.5			$	0.1			$	—			$	0.3			$	0.4			$	—			$	—			$	—			$	—
Impact of the CWC Acquisition (note 4)	0.3				—				0.8				1.1				—				—				0.1				0.1				—				—				—				—
Repurchase and cancellation of Liberty Global Shares	( 0.3		)		—				( 0.4		)		( 0.7		)		—				—				—				—				—				—				—				—
Impact of the LiLAC Distribution (note 4)	—				—				—				—				0.4				—				0.8				1.2				—				—				—				—
Balance at December 31, 2016	$	2.5			$	0.1			$	6.3			$	8.9			$	0.5			$	—			$	1.2			$	1.7			$	—			$	—			$	—			$	—

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 U.S. 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 2015 U.K. Companies Act Report dated April 25, 2016, which are our most recent “Relevant Accounts” for the purposes of determining our Distributable Reserves under U.K. law, our Distributable Reserves were $ 27.9 billion as of December 31, 2015. This amount does not reflect earnings, share repurchases or other activity that occurred in 2016 , each of which impacts the amount of our Distributable Reserves.

Our board of directors has approved share repurchase programs for our Liberty Global Shares and, effective November 2016, our LiLAC Shares . Under these plans, we receive authorization to acquire up to the specified amount (before direct acquisition costs) of Class A and Class C Liberty Global Shares or LiLAC Shares , or other authorized securities, from time to time through open market or privately negotiated transactions, which may include derivative transactions. The most recent authorizations provide for the repurchase of up to $ 4.0 billion and $ 300.0 million of Liberty Global and LiLAC Class A and/or Class C shares, respectively. The timing of the repurchase of shares or other securities pursuant to our equity repurchase programs, which may be suspended or discontinued at any time, is dependent on a variety of factors, including market conditions. As of December 31, 2016, the remaining amount authorized for repurchases of Liberty Global Shares and LiLAC Shares was $ 1,943.4 million and $ 278.6 million , respectively. Subsequent to December 31, 2016 , our board of directors increased the amount authorized under the share repurchase program for our Liberty Global Shares by $ 1.0 billion .

---

The following table provides details of our share repurchases during 2016 , 2015 and 2014 :

		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
Liberty Global Shares / Old Liberty Global Shares repurchased during:
2016		32,387,722			$	32.26			31,557,089			$	32.43			$	2,068.0
2015 (b)		—			$	—			49,984,562			$	46.91			$	2,344.5
2014 (c)		8,062,792			$	42.19			28,401,019			$	44.25			$	1,596.9
LiLAC Shares repurchased during 2016		720,800			$	20.65			313,647			$	21.19			$	21.5

_______________

(a)	Includes direct acquisition costs and the effects of derivative instruments, where applicable.

(b)	Amounts relate to repurchases of (i) Old Liberty Global Shares from January 1 through June 30, 2015 and (ii) Liberty Global Shares from July 1 through December 31, 2015.

(c)	Amounts relate to repurchases of Old Liberty Global Shares .

Call Option Contracts

From time to time, we enter into call option contracts pursuant to which we contemporaneously (i) sell call options on shares of Liberty Global ordinary shares and (ii) purchase call options on an equivalent number of Liberty Global ordinary shares with an exercise price of zero . These contracts can result in the receipt of cash or Liberty Global ordinary shares. Shares acquired through the exercise of the call options are included in our share repurchases and the net gain on cash settled contracts is recorded as an increase to additional paid-in capital in our consolidated statements of equity.

LiLAC Distribution

For information regarding the LiLAC Distribution , see note 4 .

Acquisition of Interests in VTR and VTR Wireless

On March 14, 2014, a subsidiary of VTR Finance acquired each of the noncontrolling ownership interests in VTR and VTR Wireless SpA ( VTR Wireless ) from Inversiones Corp Comm 2 SpA (the VTR NCI Acquisition ), formerly known as Corp Comm S.A. (the VTR NCI Owner ). VTR Wireless was an indirect subsidiary of Liberty Global that was merged with a subsidiary of VTR in December 2014. The consideration for the VTR NCI Acquisition was satisfied by the allotment and issuance of 10,091,178 Old Liberty Global Class C ordinary shares to the VTR NCI Owner . The VTR NCI Acquisition has been accounted for as an equity transaction, the net effect of which was to record the issued Old Liberty Global Class C shares at the $ 185.4 million carrying value of the acquired noncontrolling interests.

Subsidiary Distributions

From time to time, Telenet , VTR , CWC 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.

---

Restricted Net Assets

Our share-based compensation expense primarily relates to the share-based incentive awards issued by Liberty Global to its employees and employees of its subsidiaries. A summary of the aggregate share-based compensation expense that is included in our other operating and SG&A expenses is set forth below:

	Year ended December 31,
	2016				2015				2014
	in millions
Liberty Global:
Performance-based incentive awards (a)	$	162.7			$	157.1			$	129.9
Other share-based incentive awards	114.9				149.6				99.7
Total Liberty Global (b)	277.6				306.7				229.6
Telenet share-based incentive awards (c)	12.2				9.2				14.6
Other	7.1				2.3				13.0
Total	$	296.9			$	318.2			$	257.2
Included in:
Other operating expense:
Liberty Global Group	$	3.3			$	3.1			$	4.8
LiLAC Group	1.4				0.3				2.8
Total other operating expense	4.7				3.4				7.6
SG&A expense:
Liberty Global Group	278.2				312.7				240.8
LiLAC Group	14.0				2.1				8.8
Total SG&A expense	292.2				314.8				249.6
Total	$	296.9			$	318.2			$	257.2

_______________

(a)

Includes share-based compensation expense related to (i) Liberty Global PSU s, including amounts resulting from the 2016 PSU s, as described and defined below, (ii) a challenge performance award plan for certain executive officers and key employees (the Challenge Performance Awards ) and (iii) PGUs to our Chief Executive Officer, as described below. The Challenge Performance Awards include PSAR s and PSU s.

(b)

In connection with the LiLAC Transaction , our compensation committee approved modifications to our outstanding share-based incentive awards (the 2015 Award Modifications ) in accordance with the underlying share-based incentive plans. The objective of our compensation committee was to ensure a relatively unchanged intrinsic value of outstanding equity awards before and after the bonus issuance of the LiLAC Shares . The mechanism to modify outstanding share-based incentive awards, as approved by our compensation committee, utilized the volume-weighted average price of the respective shares for the five days prior to and the five days following the bonus issuance ( Modification VWAP s ). In order to determine if any incremental share-based compensation expense should be recorded as a result of the 2015 Award Modifications , we were required to measure the changes in the fair values of the then outstanding share-based incentive awards using market prices immediately before and immediately after the 2015 Award Modifications . Due to declines in the share prices of our Class A and Class C Liberty Global Shares following the bonus issuance, the exercise prices of options, SAR s and PSAR s determined using the Modification VWAP s were lower than the exercise prices that would have resulted if the market prices immediately before and after the 2015 Award Modifications had been used. Accordingly, the Black-Scholes fair values of

---

our options, SAR s and PSAR s increased as a result of the 2015 Award Modifications , resulting in incremental share-based compensation of $ 99.3 million , including $ 16.1 million and $ 69.3 million recognized during 2016 and 2015, respectively, and $ 13.9 million that will be recognized in future periods through 2019 as the related awards vest.

(c)

Represents the share-based compensation expense associated with Telenet ’s share-based incentive awards, which, at December 31, 2016 , included (i) warrants and employee stock options ( 2,473,404 awards outstanding at a weighted average exercise price of € 43.70 ( $ 46.09 )), (ii) performance-based specific stock option plans for the Chief Executive Officer ( 745,000 awards outstanding at a weighted average exercise price of € 40.60 ( $ 42.82 )), (iii) performance-based share awards ( 173,640 awards outstanding) and (iv) performance-based specific stock option plans for employees ( 18,750 awards outstanding at a weighted average exercise price of € 48.83 ( $ 51.50 )).

As of December 31, 2016 , $ 450.4 million of total unrecognized compensation cost related to our Liberty Global share-based compensation awards is expected to be recognized as an expense by our company in the future over a weighted-average period of approximately 2.5 years .

The following table summarizes certain information related to the share-based incentive awards granted and exercised with respect to Liberty Global ordinary shares:

	Year ended December 31,
	2016				2015				2014
Assumptions used to estimate fair value of options, SARs and PSARs granted:
Risk-free interest rate	0.88 - 1.49%				0.96 - 1.89%				0.81 - 1.77%
Expected life	3.2 - 5.5 years				3.0 - 5.5 years				3.1 - 5.1 years
Expected volatility	27.4 - 42.9%				23.1 - 30.1%				25.1 - 28.7%
Expected dividend yield	none				none				none
Weighted average grant-date fair value per share of awards granted:
Options	$	10.40			$	14.73			$	11.40
SARs	$	8.60			$	10.76			$	8.93
PSARs	$	—			$	—			$	8.15
RSUs	$	36.67			$	51.85			$	40.68
PSUs	$	33.97			$	51.57			$	40.42
PGUs	$	—			$	—			$	44.04
Total intrinsic value of awards exercised (in millions):
Options	$	16.9			$	106.8			$	126.6
SARs	$	42.2			$	51.7			$	48.7
PSARs	$	0.7			$	0.2			$	0.4
Cash received from exercise of options (in millions)	$	17.4			$	40.5			$	54.8
Income tax benefit related to share-based compensation (in millions)	$	55.2			$	67.4			$	54.6

Share Incentive Plans — Liberty Global Ordinary Shares

Incentive Plans

As of December 31, 2016 , 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, SAR s, restricted shares, RSU s, 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 ordinary 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 105 million (of which no more than 50.25 million shares may consist of Class B ordinary shares) and 10.5 million , respectively, in each case, subject to anti-dilution and other adjustment provisions in the respective plan. As of December 31, 2016 , the Liberty Global 2014 Incentive Plan and the Liberty Global 2014 Nonemployee Director Incentive Plan had 64,795,919 and 9,789,929 ordinary shares available for grant, respectively.

Awards (other than performance-based awards) under the Liberty Global 2014 Incentive Plan generally (i) vest 12.5 % on the six month anniversary of the grant date and then vest at a rate of 6.25 % each quarter thereafter and (ii) expire seven years after the grant date. Awards (other than RSU s) issued under the Liberty Global 2014 Nonemployee Director Incentive Plan generally vest in three equal annual installments, provided the director continues to serve as director immediately prior to the vesting date, and expire seven years after the grant date. RSU s 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.

Awards under the VM Incentive Plan issued prior to the June 7, 2013 acquisition of Virgin Media have a 10 -year term and become fully exercisable within five years of continued employment. Awards (other than performance-based awards) issued under the Liberty Global 2005 Incentive Plan and issued under the VM Incentive Plan after June 7, 2013 generally (i) vest 12.5 % on the six month anniversary of the grant date and then vest at a rate of 6.25 % each quarter thereafter and (ii) expire seven years after the grant date. All awards issued under the Liberty Global 2005 Director Incentive Plan were fully vested as of December 31, 2016, and other than RSUs, expire 7 to 10 years after the grant date. RSU s vest on the date of the first annual general meeting of shareholders following the grant date. 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 .

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.

Liberty Global PSU s

Equity awards are granted to executive officers and key employees based on a target annual equity value for each executive and key employee, of which approximately two-thirds would be delivered in the form of PSU s and approximately one-third in the form of an annual award of SAR s. Each currently-outstanding PSU represents the right to receive one Liberty Global or LiLAC Class A or Class C ordinary share, as applicable, subject to performance and vesting. Although PSU s are generally granted on an annual basis, no PSU s will be granted in 2017 to recipients of the 2016 PSUs , as defined and described below.

In March 2015, our compensation committee approved the grant of PSU s to executive officers and key employees (the 2015 PSU s ). The performance plan for the 2015 PSU s covered a two-year period ending December 31, 2016 and included a performance target based on the achievement of a specified compound annual growth rate ( CAGR ) in a consolidated Adjusted OIBDA metric (as defined in note 18 ). The performance target was adjusted for events such as acquisitions, dispositions and changes in foreign currency exchange rates that affect comparability ( Adjusted OIBDA CAGR ), and the participant’s annual performance ratings during the two -year performance period. A performance range of 75 % to 125 % of the target Adjusted OIBDA CAGR will result in award recipients earning 50 % to 150 % of their respective PSU s, subject to reduction or forfeiture based on individual performance. The percentage of the 2015 PSU s that has been earned by participants has not been finalized. The 2015 PSU s will vest 50 % on each of April 1 and October 1 of 2017.

In February 2016, our compensation committee approved the grant of PSU s to executive officers and key employees (the 2016 PSUs ) pursuant to a performance plan that is based on the achievement of a specified Adjusted OIBDA CAGR during the three -year period ended December 31, 2018. The 2016 PSUs require delivery of a compound annual growth rate of our consolidated Adjusted OIBDA CAGR of 6.0 % during the three -year performance period, with over- and under-performance payout opportunities should the Adjusted OIBDA CAGR exceed or fail to meet the target, as applicable. The performance payout may be adjusted at the compensation committee’s discretion for events that may affect comparability, such as changes in foreign currency exchange rates and accounting principles or policies. A performance range of 75 % to 167.5 % of the target Adjusted OIBDA CAGR will generally result in award recipients earning 75 % to 300 % of their target 2016 PSUs , subject to reduction or forfeiture based on individual performance. The earned 2016 PSUs will vest 50 % on each of April 1, 2019 and October 1, 2019.

---

Liberty Global Performance Grant Award

Effective April 30, 2014, our compensation committee authorized the grant of PGUs to our Chief Executive Officer, comprising a total of one million PGUs with respect to Class A Old Liberty Global Shares and one million PGUs with respect to Class B Old Liberty Global Shares . The PGUs , which were subject to a performance condition that was achieved in 2014, vest in three equal annual installments, the first of which occurred on March 15, 2015. Our Chief Executive Officer also received 41,589 PGUs with respect to each Class A and Class B LiLAC Shares as a result of the LiLAC Distribution in 2016 and 33,333 PGUs with respect to each Class A and Class B LiLAC Shares as a result of the LiLAC Transaction in 2015. Each of these additional distributions vest over the same period as the May 1, 2014 award grant described above.

Liberty Global Challenge Performance Awards

Effective June 24, 2013, our compensation committee approved the Challenge Performance Awards , which consisted solely of PSAR s for our senior executive officers and a combination of PSAR s and PSU s for our other executive officers and key employees. Each PSU represented the right to receive one Liberty Global or LiLAC Class A or Class C ordinary share, as applicable. The performance criteria for the Challenge Performance Awards was based on the participant’s performance and achievement of individual goals in each of the years 2013, 2014 and 2015. As a result of satisfying performance conditions, 100 % of the then outstanding Challenge Performance Awards vested and became fully exercisable on June 24, 2016. The PSAR s have a term of seven years and base prices equal to the respective market closing prices of the applicable class on the grant date.

LiLAC Distribution

In connection with the LiLAC Distribution , our compensation committee approved modifications to our outstanding share-based incentive awards (the 2016 Award Modification ) in accordance with the underlying share-based incentive plans. The objective of our compensation committee was to ensure a relatively unchanged intrinsic value of outstanding equity awards before and after the LiLAC Distribution . The mechanism to modify outstanding share-based incentive awards, as approved by our compensation committee, utilized an analysis of the prices of the respective shares before and after the share issuance. Based upon this approach, we determined the incremental value associated with the 2016 Award Modification was immaterial. As a result, we did not recognize any incremental share-based compensation expense associated with the 2016 Award Modification . The impact of the LiLAC Distribution is separately presented in the below tables.

Share-based Award Activity — Liberty Global Ordinary Shares

The following tables summarize the share-based award activity during 2016 with respect to awards issued by Liberty Global :

Liberty Global Shares

Options — Class A ordinary shares		Number of shares			Weighted average exercise price				Weighted average remaining contractual term		Aggregate intrinsic  value
									in years		in millions
Outstanding at January 1, 2016		873,333			$	22.85
Granted		79,899			$	36.06
Forfeited		( 9,328	)		$	34.59
Exercised		( 207,034	)		$	20.99
Outstanding at June 30, 2016		736,870			$	24.66
Impact of the LiLAC Distribution		39,000			$	( 3.49	)
Outstanding at July 1, 2016		775,870			$	21.17
Forfeited		( 5,597	)		$	16.65
Exercised		( 62,980	)		$	17.55
Outstanding at December 31, 2016		707,293			$	21.53			4.0		$	7.5
Exercisable at December 31, 2016		491,061			$	17.93			3.2		$	6.6

---

Liberty Global Shares — continued:

Options — Class C ordinary shares		Number of shares			Weighted average exercise price				Weighted average remaining contractual term		Aggregate intrinsic  value
									in years		in millions
Outstanding at January 1, 2016		2,738,536			$	23.98
Granted		159,798			$	35.15
Forfeited		( 51,787	)		$	35.07
Exercised		( 541,147	)		$	19.40
Outstanding at June 30, 2016		2,305,400			$	25.58
Impact of the LiLAC Distribution		166,139			$	( 3.43	)
Outstanding at July 1, 2016		2,471,539			$	22.15
Granted		499,552			$	26.43
Forfeited		( 65,243	)		$	28.24
Exercised		( 151,368	)		$	16.73
Outstanding at December 31, 2016		2,754,480			$	23.08			3.5		$	21.5
Exercisable at December 31, 2016		1,285,751			$	16.50			3.1		$	17.7

SARs — Class A ordinary shares		Number of shares			Weighted average base price				Weighted average remaining contractual term		Aggregate intrinsic  value
									in years		in millions
Outstanding at January 1, 2016		7,693,152			$	34.89
Granted		2,641,914			$	37.73
Forfeited		( 123,302	)		$	43.48
Exercised		( 336,732	)		$	11.64
Outstanding at June 30, 2016		9,875,032			$	36.34
Impact of the LiLAC Distribution		616,160			$	( 4.62	)
Outstanding at July 1, 2016		10,491,192			$	31.72
Granted		144,740			$	32.12
Forfeited		( 199,840	)		$	37.27
Exercised		( 131,027	)		$	19.66
Outstanding at December 31, 2016		10,305,065			$	31.77			4.5		$	26.6
Exercisable at December 31, 2016		5,284,047			$	28.26			3.3		$	26.4

---

Liberty Global Shares — continued:

SARs — Class C ordinary shares		Number of shares			Weighted average base price				Weighted average remaining contractual term		Aggregate intrinsic  value
									in years		in millions
Outstanding at January 1, 2016		18,685,347			$	31.70
Granted		5,283,828			$	36.60
Forfeited		( 256,622	)		$	41.60
Exercised		( 995,103	)		$	11.66
Outstanding at June 30, 2016		22,717,450			$	33.61
Impact of the LiLAC Distribution		1,412,585			$	( 4.42	)
Outstanding at July 1, 2016		24,130,035			$	29.19
Granted		289,480			$	31.22
Forfeited		( 409,379	)		$	35.63
Exercised		( 451,744	)		$	18.12
Outstanding at December 31, 2016		23,558,392			$	29.32			4.2		$	79.7
Exercisable at December 31, 2016		13,327,427			$	25.68			3.1		$	79.0

PSARs — Class A ordinary shares		Number of shares			Weighted average base price				Weighted average remaining contractual term		Aggregate intrinsic  value
									in years		in millions
Outstanding at January 1, 2016		2,889,457			$	31.93
Forfeited		( 657	)		$	31.87
Outstanding at June 30, 2016		2,888,800			$	31.93
Impact of the LiLAC Distribution		16,559			$	( 4.17	)
Outstanding at July 1, 2016		2,905,359			$	27.76
Exercised		( 27,846	)		$	27.71
Outstanding at December 31, 2016 (a)		2,877,513			$	27.76			3.4		$	8.2
Exercisable at December 31, 2016		2,877,513			$	27.76			3.4		$	8.2

---

Liberty Global Shares — continued:

PSARs — Class C ordinary shares		Number of shares			Weighted average base price				Weighted average remaining contractual term		Aggregate intrinsic  value
									in years		in millions
Outstanding at January 1, 2016		8,629,481			$	30.52
Forfeited		( 1,961	)		$	30.46
Outstanding at June 30, 2016		8,627,520			$	30.52
Impact of the LiLAC Distribution		51,613			$	( 4.12	)
Outstanding at July 1, 2016		8,679,133			$	26.40
Exercised		( 97,761	)		$	26.27
Outstanding at December 31, 2016 (a)		8,581,372			$	26.40			3.4		$	28.5
Exercisable at December 31, 2016		8,581,372			$	26.40			3.4		$	28.5

RSUs — Class A ordinary shares		Number of shares			Weighted average grant-date fair value per share				Weighted average remaining contractual term
									in years
Outstanding at January 1, 2016		564,976			$	44.06
Granted		268,427			$	37.72
Forfeited		( 23,233	)		$	46.22
Released from restrictions		( 101,374	)		$	41.30
Outstanding at June 30, 2016		708,796			$	41.98
Impact of the LiLAC Distribution		101,140			$	( 5.73	)
Outstanding at July 1, 2016		809,936			$	36.25
Granted		39,198			$	32.11
Forfeited		( 49,529	)		$	37.83
Released from restrictions		( 130,545	)		$	35.00
Outstanding at December 31, 2016		669,060			$	36.13			3.0

---

Liberty Global Shares — continued:

RSUs — Class C ordinary shares		Number of shares			Weighted average grant-date fair value per share				Weighted average remaining contractual term
									in years
Outstanding at January 1, 2016		1,194,182			$	41.64
Granted		536,854			$	36.59
Forfeited		( 50,385	)		$	44.29
Released from restrictions		( 236,244	)		$	38.06
Outstanding at June 30, 2016		1,444,407			$	40.26
Impact of the LiLAC Distribution		215,866			$	( 5.38	)
Outstanding at July 1, 2016		1,660,273			$	34.88
Granted		78,396			$	31.21
Forfeited		( 102,806	)		$	36.22
Released from restrictions		( 285,730	)		$	35.01
Outstanding at December 31, 2016		1,350,133			$	34.54			3.0

PSUs and PGUs — Class A ordinary shares		Number of shares			Weighted average grant-date fair value per share				Weighted average remaining contractual term
									in years
Outstanding at January 1, 2016		1,690,200			$	42.61
Granted		2,075,660			$	34.70
Performance adjustment (b)		17,499			$	39.33
Forfeited		( 16,719	)		$	45.12
Released from restrictions		( 696,341	)		$	39.51
Outstanding at June 30, 2016		3,070,299			$	37.93
Impact of the LiLAC Distribution		97,105			$	( 4.47	)
Outstanding at July 1, 2016		3,167,404			$	33.46
Granted		96,604			$	32.10
Forfeited		( 28,538	)		$	34.01
Released from restrictions		( 254,883	)		$	34.78
Outstanding at December 31, 2016		2,980,587			$	33.30			2.2

---

Liberty Global Shares — continued:

PGUs — Class B ordinary shares		Number of shares			Weighted average grant-date fair value per share				Weighted average remaining contractual term
									in years
Outstanding at January 1, 2016		666,667			$	42.43
Released from restriction		( 333,333	)		$	42.43
Outstanding at June 30, 2016		333,334			$	42.43
Impact of the LiLAC Distribution		—			$	( 4.71	)
Outstanding at July 1, 2016		333,334			$	37.72
Outstanding at December 31, 2016		333,334			$	37.72			0.2

PSUs — Class C ordinary shares		Number of shares			Weighted average grant-date fair value per share				Weighted average remaining contractual term
									in years
Outstanding at January 1, 2016		2,158,351			$	41.30
Granted		4,151,320			$	33.63
Performance adjustment (b)		35,000			$	38.08
Forfeited		( 33,508	)		$	43.47
Released from restrictions		( 837,276	)		$	35.58
Outstanding at June 30, 2016		5,473,887			$	36.32
Impact of the LiLAC Distribution		204,111			$	( 4.30	)
Outstanding at July 1, 2016		5,677,998			$	32.02
Granted		193,208			$	31.15
Forfeited		( 57,370	)		$	33.15
Released from restrictions		( 511,385	)		$	34.04
Outstanding at December 31, 2016		5,302,451			$	31.78			2.4

_______________

(a)	The performance criteria was achieved during 2016 and, as a result, all then outstanding awards became fully exercisable.

(b)	Represents the increase in PSU s associated with the first quarter 2016 determination that 103.6 % of the PSU s that were granted in 2014 (the 2014 PSU s ) had been earned. As of December 31, 2016 , all of the earned 2014 PSU s have been released from restriction.

---

LiLAC Shares

Options — Class A ordinary shares		Number of shares			Weighted average exercise price				Weighted average remaining contractual term		Aggregate intrinsic  value
									in years		in millions
Outstanding at January 1, 2016		21,233			$	24.29
Granted		3,995			$	37.16
Forfeited		( 238	)		$	43.84
Exercised		( 1,312	)		$	9.56
Outstanding at June 30, 2016		23,678			$	27.08
Impact of the LiLAC Distribution		59,140			$	1.71
Outstanding at July 1, 2016		82,818			$	28.79
Outstanding at December 31, 2016		82,818			$	28.79			3.6		$	0.3
Exercisable at December 31, 2016		57,331			$	23.13			2.7		$	0.3

Options — Class C ordinary shares		Number of shares			Weighted average exercise price				Weighted average remaining contractual term		Aggregate intrinsic  value
									in years		in millions
Outstanding at January 1, 2016		57,742			$	22.42
Granted		7,990			$	38.67
Forfeited		( 474	)		$	43.91
Exercised		( 4,439	)		$	9.86
Outstanding at June 30, 2016		60,819			$	25.30
Impact of the LiLAC Distribution		151,783			$	1.27
Outstanding at July 1, 2016		212,602			$	26.57
Outstanding at December 31, 2016		212,602			$	26.57			3.3		$	0.8
Exercisable at December 31, 2016		161,637			$	21.78			2.6		$	0.8

---

LiLAC Shares — continued:

SARs — Class A ordinary shares		Number of shares			Weighted average base price				Weighted average remaining contractual term		Aggregate intrinsic  value
									in years		in millions
Outstanding at January 1, 2016		233,192			$	31.07
Granted		71,990			$	37.53
Forfeited		( 1,963	)		$	39.57
Exercised		( 6,852	)		$	7.84
Outstanding at June 30, 2016		296,367			$	33.12
Impact of the LiLAC Distribution		719,933			$	2.36
Outstanding at July 1, 2016		1,016,300			$	35.48
Granted		502,892			$	34.76
Forfeited		( 30,893	)		$	35.44
Exercised		( 1,898	)		$	12.78
Outstanding at December 31, 2016		1,486,401			$	35.27			5.0		$	0.7
Exercisable at December 31, 2016		571,960			$	31.03			3.1		$	0.7

SARs — Class C ordinary shares		Number of shares			Weighted average base price				Weighted average remaining contractual term		Aggregate intrinsic  value
									in years		in millions
Outstanding at January 1, 2016		579,273			$	29.73
Granted		143,980			$	40.61
Forfeited		( 4,173	)		$	39.81
Exercised		( 19,413	)		$	8.01
Outstanding at June 30, 2016		699,667			$	32.51
Impact of the LiLAC Distribution		1,709,612			$	1.53
Outstanding at July 1, 2016		2,409,279			$	34.04
Granted		1,005,784			$	35.14
Forfeited		( 61,972	)		$	35.86
Exercised		( 49,705	)		$	13.49
Outstanding at December 31, 2016		3,303,386			$	34.65			4.7		$	1.4
Exercisable at December 31, 2016		1,456,876			$	29.94			2.9		$	1.4

---

LiLAC Shares — continued:

PSARs — Class A ordinary shares		Number of shares			Weighted average base price				Weighted average remaining contractual term		Aggregate intrinsic  value
									in years		in millions
Outstanding at January 1, 2016		140,127			$	30.08
Forfeited		( 33	)		$	30.02
Outstanding at June 30, 2016		140,094			$	30.08
Impact of the LiLAC Distribution		346,640			$	2.38
Outstanding at July 1, 2016		486,734			$	32.46
Outstanding at December 31, 2016 (a)		486,734			$	32.46			3.5		$	—
Exercisable at December 31, 2016		486,734			$	32.46			3.5		$	—

PSARs — Class C ordinary shares		Number of shares			Weighted average base price				Weighted average remaining contractual term		Aggregate intrinsic  value
									in years		in millions
Outstanding at January 1, 2016		418,492			$	30.30
Forfeited		( 99	)		$	30.23
Outstanding at June 30, 2016		418,393			$	30.30
Impact of the LiLAC Distribution		1,035,238			$	2.01
Outstanding at July 1, 2016		1,453,631			$	32.31
Outstanding at December 31, 2016 (a)		1,453,631			$	32.31			3.5		$	—
Exercisable at December 31, 2016		1,453,631			$	32.31			3.5		$	—

RSUs — Class A ordinary shares		Number of shares			Weighted average grant-date fair value per share				Weighted average remaining contractual term
									in years
Outstanding at January 1, 2016		1,713			$	45.12
Granted		52,349			$	40.79
Released from restrictions		( 301	)		$	48.09
Outstanding at June 30, 2016		53,761			$	40.89
Impact of the LiLAC Distribution		3,365			$	0.01
Outstanding at July 1, 2016		57,126			$	40.90
Granted		128,550			$	34.81
Forfeited		( 15,356	)		$	38.05
Released from restrictions		( 10,939	)		$	41.28
Outstanding at December 31, 2016		159,381			$	36.24			3.0

---

LiLAC Shares — continued:

RSUs — Class C ordinary shares		Number of shares			Weighted average grant-date fair value per share				Weighted average remaining contractual term
									in years
Outstanding at January 1, 2016		3,428			$	43.97
Granted		128,186			$	42.79
Released from restrictions		( 606	)		$	44.03
Outstanding at June 30, 2016		131,008			$	42.82
Impact of the LiLAC Distribution		6,938			$	( 0.18	)
Outstanding at July 1, 2016		137,946			$	42.64
Granted		257,135			$	35.20
Forfeited		( 34,375	)		$	39.64
Released from restrictions		( 26,067	)		$	42.67
Outstanding at December 31, 2016		334,639			$	37.23			3.0

PSUs and PGUs — Class A ordinary shares		Number of shares			Weighted average grant-date fair value per share				Weighted average remaining contractual term
									in years
Outstanding at January 1, 2016		86,303			$	42.56
Granted		72,848			$	35.46
Performance adjustment (b)		870			$	39.33
Forfeited		( 755	)		$	46.11
Released from restrictions		( 34,413	)		$	39.57
Outstanding at June 30, 2016		124,853			$	39.20
Impact of the LiLAC Distribution		316,800			$	( 3.51	)
Outstanding at July 1, 2016		441,653			$	35.69
Granted		7,108			$	30.67
Forfeited		( 1,890	)		$	34.85
Released from restrictions		( 55,893	)		$	35.94
Outstanding at December 31, 2016		390,978			$	35.57			2.0

PGUs — Class B ordinary shares		Number of shares			Weighted average grant-date fair value per share				Weighted average remaining contractual term
									in years
Outstanding at January 1, 2016		33,333			$	42.43
Released from restriction		( 16,666	)		$	42.43
Outstanding at June 30, 2016		16,667			$	42.43
Impact of the LiLAC Distribution		41,589			$	( 3.36	)
Outstanding at July 1, 2016		58,256			$	39.07
Outstanding at December 31, 2016		58,256			$	39.07			0.2

---

LiLAC Shares — continued:

PSUs — Class C ordinary shares		Number of shares			Weighted average grant-date fair value per share				Weighted average remaining contractual term
									in years
Outstanding at January 1, 2016		111,215			$	41.36
Granted		145,696			$	37.70
Performance adjustment (b)		1,741			$	38.08
Forfeited		( 1,518	)		$	44.44
Released from restrictions		( 40,692	)		$	35.69
Outstanding at June 30, 2016		216,442			$	39.91
Impact of the LiLAC Distribution		563,081			$	( 5.17	)
Outstanding at July 1, 2016		779,523			$	34.74
Granted		14,216			$	30.82
Forfeited		( 3,782	)		$	34.53
Released from restrictions		( 124,406	)		$	34.12
Outstanding at December 31, 2016		665,551			$	34.77			2.3

_______________

(a)	All outstanding awards became fully exercisable during 2016 as the performance criteria was achieved during the year.

(b)	Represents the increase in PSU s associated with the first quarter 2016 determination that 103.6 % of the 2014 PSU s had been earned. As of December 31, 2016 , all of the earned 2014 PSU s have been released from restrictions.

A summary of changes in our restructuring liabilities during 2016 is set forth in the table below:

	Employee severance and termination				Office closures				Contract termination and other				Total
	in millions
Restructuring liability as of January 1, 2016	$	68.5			$	7.3			$	70.7			$	146.5
Restructuring charges	144.4				3.4				41.3				189.1
Cash paid	( 115.6		)		( 2.6		)		( 46.7		)		( 164.9		)
CWC and BASE liabilities at acquisition date	15.3				—				2.0				17.3
Disposal (a)	( 28.1		)		( 0.5		)		—				( 28.6		)
Foreign currency translation adjustments and other	( 6.9		)		( 0.3		)		( 8.6		)		( 15.8		)
Restructuring liability as of December 31, 2016	$	77.6			$	7.3			$	58.7			$	143.6
Current portion	$	73.4			$	2.2			$	28.0			$	103.6
Noncurrent portion	4.2				5.1				30.7				40.0
Total	$	77.6			$	7.3			$	58.7			$	143.6

_______________

(a)	Represents restructuring liabilities associated with Ziggo Group Holding .

---

Our restructuring charges during 2016 included employee severance and termination costs related to certain reorganization and integration activities of $ 59.3 million in Germany, $ 26.1 million in U.K./Ireland , $ 20.4 million in the European Division ’s central operations, $ 11.6 million in Chile and $ 10.8 million in the Netherlands. Our restructuring charges during 2016 also included contract termination and other costs related to (i) contract termination charges of $ 15.0 million included in the European Division ’s central operations, $ 7.7 million in the corporate and other category and $ 5.5 million in Chile and (ii) a charge of $ 11.6 million resulting from the write-off by Liberty Puerto Rico of a prepaid indefeasible right of use for telecommunications capacity due to the abandonment of this capacity in favor of capacity on CWC ’s network.

A summary of changes in our restructuring liabilities during 2015 is set forth in the table below:

		Employee severance and termination				Office closures				Contract termination				Total
		in millions
Restructuring liability as of January 1, 2015		$	27.6			$	12.5			$	116.0			$	156.1
Restructuring charges (credits)		102.3				( 0.8		)		2.3				103.8
Cash paid		( 67.9		)		( 5.8		)		( 29.4		)		( 103.1		)
Foreign currency translation adjustments and other		6.5				1.4				( 18.2		)		( 10.3		)
Restructuring liability as of December 31, 2015		$	68.5			$	7.3			$	70.7			$	146.5
Current portion		$	63.7			$	1.2			$	34.1			$	99.0
Noncurrent portion		4.8				6.1				36.6				47.5
Total		$	68.5			$	7.3			$	70.7			$	146.5

Our restructuring charges during 2015 included (i) employee severance and termination costs related to certain reorganization and integration activities of $ 61.8 million in the Netherlands, $ 20.9 million in U.K./Ireland , $ 9.7 million in Germany, $ 3.5 million in Switzerland/Austria and $ 2.6 million in Puerto Rico, (ii) contract termination charges of $ 8.1 million in Belgium, $ 6.0 million in Chile and $ 4.5 million in Puerto Rico and (iii) a credit of $ 17.0 million recorded by Telenet during the fourth quarter following the settlement of its digital terrestrial television ( DTT ) capacity contract obligations, the fair value of which were originally recorded during 2014 when Telenet discontinued the provision of DTT services, as further described below.

A summary of changes in our restructuring liabilities during 2014 is set forth in the table below:

		Employee severance and termination				Office closures				Contract termination				Total
		in millions
Restructuring liability as of January 1, 2014		$	26.6			$	14.9			$	72.0			$	113.5
Restructuring charges		60.4				9.5				97.0				166.9
Cash paid		( 66.3		)		( 10.8		)		( 34.4		)		( 111.5		)
Ziggo liability at acquisition date		8.2				—				—				8.2
Foreign currency translation adjustments and other		( 1.3		)		( 1.1		)		( 18.6		)		( 21.0		)
Restructuring liability as of December 31, 2014		$	27.6			$	12.5			$	116.0			$	156.1
Current portion		$	27.5			$	4.4			$	20.4			$	52.3
Noncurrent portion		0.1				8.1				95.6				103.8
Total		$	27.6			$	12.5			$	116.0			$	156.1

---

Prior to March 31, 2014, Telenet operated a DTT business that served a limited number of subscribers. The DTT network was accessed by Telenet pursuant to third-party capacity contracts that were accounted for as operating agreements. On March 31, 2014, Telenet discontinued the provision of DTT services and, accordingly, recorded an $ 86.1 million restructuring charge during the three months ended March 31, 2014. This charge was equal to the then fair value of the remaining payments due under the DTT capacity contracts.

Certain of our subsidiaries maintain various funded and unfunded defined benefit plans for their employees. A significant portion of these defined benefit plans are closed to new entrants and existing participants do not accrue any additional benefits.

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

	Year ended December 31,
	2016				2015				2014
	in millions
Projected benefit obligation	$	3,200.3			$	1,188.3			$	1,247.6
Fair value of plan assets (a)	$	3,108.7			$	1,092.6			$	1,122.7
Net liability	$	91.6			$	95.7			$	124.9
Net periodic pension cost (b)	$	10.1			$	11.8			$	9.6

_______________

(a)

The fair value of plan assets at December 31, 2016 includes $ 1,707.4 million , $ 199.1 million and $ 1,202.2 million of assets that are valued based on Level 1, Level 2 and Level 3 inputs, respectively, of the fair value hierarchy (as further described in note 8 ). Our plan assets comprise investments in debt securities, equity securities, hedge funds, insurance contracts and certain other assets (including $ 1,018.3 million of investments valued using Level 3 inputs that are held by the CWSF , as defined and described below).

(b)	The 2016 and 2015 amounts exclude aggregate curtailment gains of $ 1.4 million and $ 7.9 million , respectively, which are included in impairment, restructuring and other operating items, net, in our consolidated statements of operations.

At December 31, 2016 , the Cable & Wireless Superannuation Fund (the CWSF ), which is CWC ’s largest defined benefit plan, had (i) a projected benefit obligation of $ 1,675.7 million , (ii) fair value of plan assets of $ 1,666.0 million and (iii) a funded status deficit of $ 9.7 million . During the period from April 1, 2016 through December 31, 2016, CWC made cash contributions to the CWSF of $ 44.3 million (including $ 1.1 million of contributions made subsequent to the completion of the CWC Acquisition), which was based in part on the triennial actuarial funding valuation as of March 31, 2013. CWC ’s acquisition of Columbus constituted a “change of control” under the contingent funding agreement (the Contingent Funding Agreement ) between CWC and the trustee of the CWSF and, therefore, the trustee of the CWSF has the right to drawdown on the $ 123.5 million letters of credit that were put in place in connection with the acquisition of Columbus pursuant to the terms of the Contingent Funding Agreement . Based on the pending outcome of the triennial actuarial valuation as of March 31, 2016, which is expected to be completed during the second quarter of 2017, CWC ’s contributions necessary to fund the CWSF by April 2019 are currently expected to range from nil to $ 28.4 million per year during 2017, 2018 and 2019. CWC is currently in negotiations with the trustee of the CWSF with respect to the future funding requirements of the CWSF and the outstanding letters of credit with a view to addressing the remaining deficit through future contributions over a period of time similar in structure to prior triennial period contribution schedules. No assurance can be given as to the outcome of such negotiations.

---

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

		Liberty Global shareholders
		Foreign currency translation adjustments				Pension- related adjustments and other				Accumulated other comprehensive earnings (loss)				Non-controlling interests				Total accumulated other comprehensive earnings (loss)
		in millions
Balance at January 1, 2014		$	2,522.2			$	6.6			$	2,528.8			$	20.4			$	2,549.2
Other comprehensive loss		( 810.1		)		( 72.1		)		( 882.2		)		( 0.5		)		( 882.7		)
Balance at December 31, 2014		1,712.1				( 65.5		)		1,646.6				19.9				1,666.5
Other comprehensive loss		( 732.9		)		( 17.8		)		( 750.7		)		0.5				( 750.2		)
Balance at December 31, 2015		979.2				( 83.3		)		895.9				20.4				916.3
Other comprehensive loss		( 1,251.8		)		( 16.5		)		( 1,268.3		)		( 3.1		)		( 1,271.4		)
Balance at December 31, 2016		$	( 272.6	)		$	( 99.8	)		$	( 372.4	)		$	17.3			$	( 355.1	)

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

		Pre-tax amount				Tax benefit				Net-of-tax amount
		in millions
Year ended December 31, 2016:
Foreign currency translation adjustments (a)		$	( 1,248.8	)		$	( 2.4	)		$	( 1,251.2	)
Pension-related adjustments and other		( 20.7		)		0.5				( 20.2		)
Other comprehensive loss		( 1,269.5		)		( 1.9		)		( 1,271.4		)
Other comprehensive loss attributable to noncontrolling interests (b)		3.1				—				3.1
Other comprehensive loss attributable to Liberty Global shareholders		$	( 1,266.4	)		$	( 1.9	)		$	( 1,268.3	)
Year ended December 31, 2015:
Foreign currency translation adjustments (a)		$	( 737.1	)		$	4.2			$	( 732.9	)
Pension-related adjustments and other		( 23.4		)		6.1				( 17.3		)
Other comprehensive loss		( 760.5		)		10.3				( 750.2		)
Other comprehensive earnings attributable to noncontrolling interests (b)		( 0.7		)		0.2				( 0.5		)
Other comprehensive loss attributable to Liberty Global shareholders		$	( 761.2	)		$	10.5			$	( 750.7	)
Year ended December 31, 2014:
Foreign currency translation adjustments (a)		$	( 816.4	)		$	6.3			$	( 810.1	)
Pension-related adjustments		( 89.9		)		17.3				( 72.6		)
Other comprehensive loss		( 906.3		)		23.6				( 882.7		)
Other comprehensive loss attributable to noncontrolling interests (b)		0.8				( 0.3		)		0.5
Other comprehensive loss attributable to Liberty Global shareholders		$	( 905.5	)		$	23.3			$	( 882.2	)

---

_______________

(a)	For additional information regarding reclassifications of foreign currency translation losses to earnings, see the consolidated statements of comprehensive earnings (loss) and note 5.

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

Commitments

In the normal course of business, we have entered into agreements that commit our company to make cash payments in future periods with respect to network and connectivity commitments, programming contracts, purchases of customer premises and other equipment and services, non-cancellable operating leases and other items. The following table sets forth the U.S. dollar equivalents of such commitments as of December 31, 2016 :

	Payments due during:
	2017				2018				2019				2020				2021				Thereafter				Total
	in millions
Network and connectivity commitments	$	738.8			$	386.9			$	308.9			$	257.4			$	240.6			$	868.2			$	2,800.8
Programming commitments	1,041.2				900.5				457.2				183.5				62.1				93.1				2,737.6
Purchase commitments	1,236.9				212.6				145.9				102.6				21.0				70.3				1,789.3
Operating leases	133.5				113.2				94.0				73.8				60.7				249.0				724.2
Other commitments	46.7				15.0				12.2				8.5				7.4				14.4				104.2
Total (a)	$	3,197.1			$	1,628.2			$	1,018.2			$	625.8			$	391.8			$	1,295.0			$	8,156.1

_______________

(a)	The commitments included in this table do not reflect any liabilities that are included in our December 31, 2016 consolidated balance sheet.

Network and connectivity commitments include (i) Telenet ’s commitments for certain operating costs associated with its leased network, (ii) commitments associated with our MVNO agreements and (iii) service commitments associated with our network extension projects, primarily in the U.K. 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. The amounts reflected in the above table with respect to certain of our MVNO commitments represent fixed minimum amounts payable under these agreements and, therefore, may be significantly less than the actual amounts we ultimately pay in these periods.

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. In addition, 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 that this will continue to be the case in future periods. In this regard, our total programming and copyright costs aggregated $ 2,449.4 million (including $ 2,104.5 million for the Liberty Global Group and $ 344.9 million for the LiLAC Group ), $ 2,313.9 million (including $ 2,066.6 million for the Liberty Global Group and $ 247.3 million for the LiLAC Group ) and $ 2,160.0 million (including $ 1,928.0 million for the Liberty Global Group and $ 232.0 million for the LiLAC Group ) during 2016 , 2015 and 2014 , respectively.

---

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

Commitments arising from acquisition agreements are not reflected in the above table. For information regarding our commitments under acquisition agreements, see note 4 .

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 2016 , 2015 and 2014 , see note 7 . For information regarding our defined benefit plans, see note 15 .

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.

Rental expense under non-cancellable operating lease arrangements amounted to $ 250.6 million (including $ 205.2 million for the Liberty Global Group and $ 45.4 million for the LiLAC Group ), $ 219.0 million (including $ 204.7 million for the Liberty Global Group and $ 14.3 million for the LiLAC Group ) and $ 268.3 million (including $ 252.0 million for the Liberty Global Group and $ 16.3 million for the LiLAC Group ) during 2016 , 2015 and 2014 , respectively. It is expected that in the normal course of business, operating leases that expire generally will be renewed or replaced by similar leases.

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 was $ 76.8 million (including $ 70.4 million for the Liberty Global Group and $ 6.4 million for the LiLAC Group ), $ 76.7 million (including $ 75.0 million for the Liberty Global Group and $ 1.7 million for the LiLAC Group ) and $ 63.2 million (including $ 61.7 million for the Liberty Global Group and $ 1.5 million for the LiLAC Group ) during 2016 , 2015 and 2014 , 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 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 this appeal judgment before the Cour de Cassation (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 ’s request for the rescission of the agreement-in-principle and the 2008 PICs Agreement . On June 12, 2009 , Proximus appealed this judgment with the Court of Appeal of Antwerp. In this appeal, Proximus is now also seeking compensation for damages should the 2008 PICs Agreement not be rescinded. 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 € 1.4 billion ( $ 1.5 billion ).

---

Telenet intends to defend itself vigorously in the resumed proceedings and does not expect an outcome before the end of 2017. 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 and/or to an obligation of Telenet to pay compensation for damages, subject to the relevant provisions of the 2008 PICs Agreement , which stipulate that Telenet is responsible for damages in excess of € 20.0 million ( $ 21.1 million ). 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. No amounts have been accrued by us with respect to this matter as the likelihood of loss is not considered to be probable.

Deutsche Telekom Litigation. On December 28, 2012, Unitymedia filed a lawsuit against Deutsche Telekom in which Unitymedia asserts that it pays excessive prices for the co-use of Deutsche Telekom ’s cable ducts in Unitymedia ’s footprint. The Federal Network Agency approved rates for the co-use of certain ducts of Deutsche Telekom in March 2011. Based in part on these approved rates, Unitymedia is seeking a reduction of the annual lease fees (approximately € 76 million ( $ 80 million ) for 2012) by approximately two-thirds and 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. We have appealed this decision, however, the resolution of this matter may take several years and no assurance can be given that Unitymedia ’s claims will be successful. Any recovery by Unitymedia will not be reflected in our consolidated financial statements until such time as the final disposition of this matter has been reached.

Liberty Puerto Rico Matter. In November 2012, we completed a business combination that resulted in, among other matters, the combination of our then operating subsidiary in Puerto Rico with San Juan Cable, LLC dba OneLink Communications ( OneLink ). In connection with this transaction (the OneLink Acquisition ), Liberty Puerto Rico , as the surviving entity, became a party to certain claims previously asserted by the incumbent telephone operator ( PRTC ) against OneLink based on alleged conduct of OneLink that occurred prior to the OneLink Acquisition (the PRTC Claim ). The PRTC Claim includes an allegation that OneLink acted in an anticompetitive manner in connection with a series of legal and regulatory proceedings it initiated against PRTC in Puerto Rico beginning in 2009. In March 2014, a separate class action claim was filed in Puerto Rico (the Class Action Claim ) containing allegations substantially similar to those asserted in the PRTC Claim , but alleging ongoing injury on behalf of a consumer class (as opposed to harm to a competitor). In July 2016, the judge presiding over the PRTC Claim in the United States District Court for the District of Maine (the District Court ) granted OneLink summary judgment that dismissed the PRTC Claim in its entirety. PRTC filed an appeal of the District Court’s decision with the United States First Circuit Court of Appeals. Based on our assessment of the PRTC Claim on appeal and the Class Action Claim , we have determined that the possibility of loss is remote. As a result, we will not report on this matter in future filings. In connection with the July 2016 decision, we have released our previously-recorded provision and related indemnification asset associated with the PRTC Claim , resulting in a $ 5.1 million reduction to our SG&A expenses during the third quarter of 2016. In December 2016, we received $ 7.5 million related to the reimbursement of legal fees we incurred in connection with the PRTC Claim , resulting in a reduction to our SG&A expenses during the fourth quarter of 2016 and the release of the former owners of OneLink from their obligations under the indemnification agreement entered into in connection with the OneLink Acquisition .

Belgium Regulatory Developments. In December 2010, the Belgisch Instituut voor Post en Telecommunicatie and the regional regulators for the media sectors (together, the Belgium Regulatory Authorities ) published their respective draft decisions reflecting the results of their joint analysis of the broadcasting market in Belgium.

The Belgium Regulatory Authorities adopted a final decision on July 1, 2011 (the July 2011 Decision ) with some minor revisions. The regulatory obligations imposed by the July 2011 Decision include (i) an obligation to make a resale offer at “retail minus’’ of the cable analog package available to third party operators (including Proximus ), (ii) an obligation to grant third-party operators (except Proximus ) access to digital television platforms (including the basic digital video package) at “retail minus,” and (iii) an obligation to make a resale offer at “retail minus’’ of broadband internet access available to beneficiaries of the digital television access obligation that wish to offer bundles of digital video and broadband internet services to their customers (except Proximus ).

In February 2012, Telenet submitted draft reference offers regarding the obligations described above, and the Belgium Regulatory Authorities published the final decision on September 9, 2013. Telenet has implemented the access obligations as described in its reference offers and, on March 1, 2016, Orange Belgium NV ( Orange Belgium ), formerly known as Mobistar SA, launched a commercial offer combining a cable TV package and broadband internet access for certain of their mobile customers. In addition, as a result of the November 2014 decision by the Brussels Court of Appeal described below, on November 14, 2014, Proximus submitted a request to Telenet to commence access negotiations. Telenet contests this request and has asked the Belgium

---

Regulatory Authorities to assess the reasonableness of the Proximus request. The timing for a decision regarding this assessment by the Belgium Regulatory Authorities is not known.

On December 14, 2015, the Belgium Regulatory Authorities published a draft decision, which amended previously-issued decisions and sets forth the “retail minus” tariffs of minus 26 % for basic television (basic analog and digital video package) and minus 18 % for the bundle of basic television and broadband internet services during an initial two -year period. Following this two -year period, the tariffs would change to minus 15 % and 7 % , respectively. The draft decision was notified to the European Commission and a final decision was adopted on February 19, 2016. A “retail minus” method of pricing involves a wholesale tariff calculated as the retail price for the offered service by Telenet , excluding VAT and copyrights, and further deducting the retail costs avoided by offering the wholesale service (such as costs for billing, franchise, consumer service, marketing and sales).

Telenet filed an appeal against the July 2011 Decision with the Brussels Court of Appeal. On November 12, 2014, the Brussels Court of Appeal rejected Telenet ’s appeal of the July 2011 Decision and accepted Proximus ’s claim that Proximus should be allowed access to Telenet ’s, among other operators, digital television platform and the resale of bundles of digital video and broadband internet services. On November 30, 2015, Telenet filed an appeal of this decision with the Belgian Supreme Court . In 2014, Telenet and wireless operator Orange Belgium each filed an appeal with the Brussels Court of Appeal against the initial retail minus decisions. These appeals are still pending. On April 25, 2016, Telenet also filed an appeal with the Brussels Court of Appeal challenging the February 19, 2016 retail minus decision. There can be no certainty that Telenet ’s appeals will be successful.

The July 2011 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 ultimately afforded to Telenet ’s network and other competitive factors or market developments.

Financial Transactions Tax. Certain countries in the European Union ( E.U. ), including Germany, Austria and Slovakia, are participating in an enhanced cooperation procedure to introduce a financial transactions tax (the FTT ).  Under the draft language of the FTT proposal, a wide range of financial transactions could be taxed at rates of at least 0.01 % for derivative transactions based on the notional amount and 0.1 % for other covered financial transactions based on the underlying transaction price.  Each of the individual countries would be permitted to determine an exact rate, which could be higher than the proposed rates of 0.01 % and 0.1 % . Any implementation of the FTT could have a global impact because it would apply to all financial transactions where a financial institution is involved (including unregulated entities that engage in certain types of covered activity) and either of the parties (whether the financial institution or its counterparty) is in one of the participating countries. Although there continues to be ongoing discussions in the relevant countries around the FTT , uncertainty remains as to if and when the FTT will be implemented and the breadth of its application. Based on our understanding of the current status of the potential FTT , we do not expect that any implementation of the FTT would occur before 2018. Any imposition of the FTT could increase banking fees and introduce taxes on internal transactions that we currently perform. Due to the uncertainty regarding the FTT , we are currently unable to estimate the financial impact that the FTT could have on our results of operations, cash flows or financial position.

Virgin Media VAT Matters. Virgin Media ’s application of VAT with respect to certain revenue generating activities has been challenged by the U.K. tax authorities. Virgin Media has estimated its maximum exposure in the event of an unfavorable outcome to be £ 46.6 million ( $ 57.5 million ) as of December 31, 2016 . No portion of this exposure has been accrued by Virgin Media as the likelihood of loss is not considered to be probable. A court hearing was held at the end of September 2014 in relation to the U.K. tax authorities’ challenge and the timing of the court’s decision is uncertain .

On March 19, 2014, the U.K. government announced a change in legislation with respect to the charging of VAT in connection with prompt payment discounts such as those that we offer to our fixed-line telephony customers. This change, which took effect on May 1, 2014, impacted our company and some of our competitors. The U.K. tax authority issued a decision in the fourth quarter of 2015 challenging our application of the prompt payment discount rules prior to the May 1, 2014 change in legislation. We have appealed this decision. As part of the appeal process, we were required to make aggregate payments of £ 67.0 million ( $ 99.1 million at the respective transaction dates), which included the challenged amount of £ 63.7 million and related interest of £ 3.3 million . The aggregate amount paid does not include penalties, which could be significant in the unlikely event that penalties were to be assessed. This matter will likely be subject to court proceedings that could delay the ultimate resolution for an extended period of

---

time. No portion of this potential exposure has been accrued by our company as the likelihood of loss is not considered to be probable.

Hungary VAT Matter. In February 2016, our DTH operations in Luxembourg received a second instance decision from the Hungarian tax authorities as a result of an audit with respect to VAT payments that the Hungarian tax authorities conducted for the years 2010 through 2012. The Hungarian tax authorities assessed our DTH operations with an obligation to pay VAT for the years audited of HUF 5,413.2 million ( $ 18.5 million ), excluding interest and penalties, which could be significant. We believe that our DTH operations have operated in compliance with all applicable rules, regulations and interpretations thereof, including a binding tax ruling that we received from the Hungarian government in 2010. In October 2016, a Budapest court disagreed with the tax authorities and dismissed the assessment. On February 2, 2017, the Hungarian tax authorities appealed the Budapest court decision to the Hungarian Supreme Court. No portion of this exposure has been accrued by us as the likelihood of loss is not considered to be probable.

Other Regulatory Issues. Video distribution, broadband internet, fixed-line telephony, mobile and content businesses are regulated in each of the countries in which we 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 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. In addition, regulation may 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.

We have been notified of a fourfold increase in the rateable value of our network and other assets in the U.K. that is scheduled to become effective on April 1, 2017. This increase will affect the amount we pay for network infrastructure charges as the annual amount payable to the U.K. government is calculated by applying a percentage multiplier to the rateable value of assets. This proposed change, together with a similar proposed change in Ireland, would result in significant increases in our network infrastructure charges. We estimate that the aggregate amount of these increases will be approximately £ 30 million ( $ 37 million ) during 2017 and will build to a maximum aggregate increase of up to £ 120 million ( $ 148 million ) in 2021. We believe that the proposed increases are excessive, and we will challenge the underlying methodology and assumptions.

We generally identify our reportable segments as those consolidated subsidiaries that represent 10 % or more of our revenue, Adjusted OIBDA (as defined below) or total assets. 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 OIBDA . In addition, we review non-financial measures such as subscriber growth, as appropriate.

Adjusted operating income before depreciation and amortization ( Adjusted OIBDA ) is the primary measure used by our chief operating decision maker to evaluate segment operating performance. Adjusted OIBDA 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 OIBDA is defined as operating income before 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 OIBDA 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 total segment Adjusted OIBDA to our earnings (loss) from continuing operations before income taxes is presented below.

As of December 31, 2016 , our reportable segments are as follows:

•	European Division :

•	U.K./Ireland

•	Belgium

•	The Netherlands (through the completion of the Dutch JV Transaction )

•	Germany

•	Switzerland/Austria

•	Central and Eastern Europe

•	LiLAC Division:

•	CWC

•	Chile

•	Puerto Rico

On December 31, 2016 , we completed the Dutch JV Transaction , whereby we contributed Ziggo Group Holding (including Ziggo Sport ) to the Dutch JV . Accordingly, our results of operations include the operations of Ziggo Group Holding and Ziggo Sport for all periods presented while our December 31, 2016 consolidated balance sheet excludes such entities. In our segment presentation, Ziggo Group Holding (exclusive of Ziggo Sport, which became a subsidiary of Ziggo Group Holding in October 2016) is separately reported as “ The Netherlands ” and Ziggo Sport is included in our “ Corporate and Other ” category. Beginning with the first quarter of 2017, we expect to present the Dutch JV as a reportable segment. For additional information regarding the Dutch JV Transaction , see note 5 to our consolidated financial statements.

All of the reportable segments set forth above derive their revenue primarily from residential and B2B services, including video, broadband internet and fixed-line telephony services and, with the exception of Puerto Rico, mobile services. At December 31, 2016 , our operations in the European Division provided residential and B2B services in 11 European countries and DTH services to customers in the Czech Republic, Hungary, Romania and Slovakia through a Luxembourg-based organization that we refer to as “ UPC DTH .” In addition to UPC DTH , our Central and Eastern Europe segment includes our broadband communications operations in the Czech Republic, Hungary, Poland, Romania and Slovakia. The European Division ’s central and other category includes (i) costs associated with certain centralized functions, including billing systems, network operations, technology, marketing, facilities, finance and other administrative functions, and (ii) intersegment eliminations within the European Division . In addition, our LiLAC Division provides residential and B2B services in (a) 18 countries, all but one of which are located in Latin America and the Caribbean, through CWC , (b) Chile through VTR and (c) Puerto Rico through Liberty Puerto Rico . CWC also provides (1) B2B services in certain other countries in Latin America and the Caribbean and (2) wholesale services over its sub-sea and terrestrial networks that connect over 30 markets in that region. The corporate and other category for the Liberty Global Group includes less significant consolidated operating segments that provide programming and other services, including Ziggo Sport through December 31, 2016 . Intersegment eliminations primarily represent the elimination of intercompany transactions between our broadband communications and programming operations. Inter-group eliminations represent the elimination of intercompany transactions between the Liberty Global Group and the LiLAC Group .

Performance Measures of Our Reportable Segments

The amounts presented below represent 100 % of each of our reportable segment’s revenue and Adjusted OIBDA . As we have the ability to control Telenet , Liberty Puerto Rico and certain subsidiaries of CWC that are not wholly owned, we consolidate 100 % of the revenue and expenses of these entities in our consolidated statements of operations despite the fact that third parties own significant interests in these entities. The noncontrolling owners’ interests in the operating results of Telenet , Liberty Puerto

---

Rico , certain subsidiaries of CWC and other less significant majority-owned subsidiaries are reflected in net earnings or loss attributable to noncontrolling interests in our consolidated statements of operations. For additional information, see note 1 .

	Year ended December 31,
	2016								2015								2014
	Revenue				Adjusted OIBDA				Revenue				Adjusted OIBDA				Revenue				Adjusted OIBDA
	in millions
Liberty Global Group:
European Division:
U.K./Ireland	$	6,508.8			$	2,930.9			$	7,058.7			$	3,162.1			$	7,409.9			$	3,235.7
Belgium (a)	2,691.1				1,173.4				2,021.0				990.3				2,279.4				1,125.0
The Netherlands (b)	2,690.8				1,472.7				2,745.3				1,519.5				1,498.5				857.9
Germany	2,539.7				1,586.4				2,399.5				1,502.1				2,711.5				1,678.2
Switzerland/Austria	1,755.6				1,069.3				1,758.2				1,040.1				1,846.1				1,056.4
Total Western Europe	16,186.0				8,232.7				15,982.7				8,214.1				15,745.4				7,953.2
Central and Eastern Europe	1,088.4				471.5				1,066.6				474.0				1,259.5				583.0
Central and other	( 8.0		)		( 327.2		)		( 5.4		)		( 289.2		)		( 7.1		)		( 282.7		)
Total European Division	17,266.4				8,377.0				17,043.9				8,398.9				16,997.8				8,253.5
Corporate and other	66.7				( 213.3		)		42.3				( 222.6		)		70.8				( 212.0		)
Intersegment eliminations (c)	( 48.1		)		—				( 23.5		)		—				( 24.9		)		4.0
Total Liberty Global Group	17,285.0				8,163.7				17,062.7				8,176.3				17,043.7				8,045.5
LiLAC Group:
LiLAC Division:
CWC (d)	1,444.8				541.9				—				—				—				—
Chile	859.5				339.3				838.1				328.1				898.5				351.0
Puerto Rico (e)	420.8				211.8				379.2				167.2				306.1				128.9
Total LiLAC Division	2,725.1				1,093.0				1,217.3				495.3				1,204.6				479.9
Intersegment eliminations	( 1.3		)		—				—				—				—				—
Corporate	—				( 8.9		)		—				( 4.3		)		—				( 3.1		)
Total LiLAC Group	2,723.8				1,084.1				1,217.3				491.0				1,204.6				476.8
Total	$	20,008.8			$	9,247.8			$	18,280.0			$	8,667.3			$	18,248.3			$	8,522.3

_______________

(a)	The amounts presented for 2016 include the post-acquisition revenue and Adjusted OIBDA of BASE , which was acquired on February 11, 2016.

(b)	The amounts presented for 2014 exclude the pre-acquisition revenue and Adjusted OIBDA of Ziggo , which was acquired on November 11, 2014.

(c)	Amounts are primarily related to transactions between our European Division and our programming operations.

(d)	The amounts presented for 2016 reflect the post-acquisition revenue and Adjusted OIBDA of CWC , which was acquired on May 16, 2016.

(e)	The amounts presented for 2015 exclude the pre-acquisition revenue and Adjusted OIBDA of Choice, which was acquired on June 3, 2015.

---

The following table provides a reconciliation of total segment Adjusted OIBDA from continuing operations to earnings (loss) from continuing operations before income taxes:

	Year ended December 31,
	2016				2015				2014
	in millions
Total segment Adjusted OIBDA from continuing operations	$	9,247.8			$	8,667.3			$	8,522.3
Share-based compensation expense	( 296.9		)		( 318.2		)		( 257.2		)
Depreciation and amortization	( 5,801.1		)		( 5,825.8		)		( 5,500.1		)
Impairment, restructuring and other operating items, net	( 348.5		)		( 174.1		)		( 536.8		)
Operating income	2,801.3				2,349.2				2,228.2
Interest expense	( 2,638.4		)		( 2,441.4		)		( 2,544.7		)
Realized and unrealized gains on derivative instruments, net	845.1				847.2				88.8
Foreign currency transaction losses, net	( 290.0		)		( 1,149.2		)		( 836.5		)
Realized and unrealized gains (losses) due to changes in fair values of certain investments and debt, net	( 461.5		)		124.5				205.2
Losses on debt modification and extinguishment, net	( 237.2		)		( 388.0		)		( 186.2		)
Gain on Dutch JV Transaction	520.8				—				—
Other income (expense), net	9.3				( 26.9		)		( 10.7		)
Earnings (loss) from continuing operations before income taxes	$	549.4			$	( 684.6	)		$	( 1,055.9	)

---

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,								December 31,
	2016				2015				2016				2015
	in millions
Liberty Global Group:
European Division:
U.K./Ireland	$	16,287.4			$	19,789.9			$	20,445.8			$	23,523.6
Belgium	4,961.8				3,674.9				5,724.7				4,457.7
The Netherlands	—				14,741.7				—				15,103.2
Germany	7,388.9				7,898.9				7,937.2				8,578.5
Switzerland/Austria	5,054.3				5,108.0				5,415.3				5,438.6
Total Western Europe	33,692.4				51,213.4				39,523.0				57,101.6
Central and Eastern Europe	2,262.4				2,268.0				2,360.7				2,357.5
Central and other (a)	676.7				543.9				9,753.1				1,541.1
Total European Division	36,631.5				54,025.3				51,636.8				61,000.2
Corporate and other	107.8				119.7				2,881.1				3,331.3
Total Liberty Global Group	36,739.3				54,145.0				54,517.9				64,331.5
LiLAC Group:
LiLAC Division:
CWC	9,534.8				—				10,934.7				—
Chile	993.9				873.7				1,500.6				1,506.6
Puerto Rico	1,355.6				1,347.8				1,465.9				1,469.4
Total LiLAC Division	11,884.3				2,221.5				13,901.2				2,976.0
Corporate	120.9				120.9				290.9				262.1
Total LiLAC Group	12,005.2				2,342.4				14,192.1				3,238.1
Inter-group eliminations	—				—				( 25.9		)		( 10.6		)
Total	$	48,744.5			$	56,487.4			$	68,684.1			$	67,559.0

_______________

(a)	The total asset amount at December 31, 2016 includes our equity method investment in the Dutch JV and related receivables.

---

Property and Equipment Additions of our Reportable Segments

The property and equipment additions of our reportable segments (including capital additions financed under vendor financing or capital 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 capital lease arrangements, see note 9 .

	Year ended December 31,
	2016				2015				2014
	in millions
Liberty Global Group:
European Division:
U.K./Ireland	$	1,761.1			$	1,527.3			$	1,506.7
Belgium (a)	588.4				371.6				448.9
The Netherlands (b)	588.9				536.1				268.0
Germany	594.3				535.7				574.5
Switzerland/Austria	368.7				315.6				327.2
Total Western Europe	3,901.4				3,286.3				3,125.3
Central and Eastern Europe	330.5				277.3				264.8
Central and other	387.2				280.7				257.9
Total European Division	4,619.1				3,844.3				3,648.0
Corporate and other	19.5				65.9				5.0
Total Liberty Global Group	4,638.6				3,910.2				3,653.0
LiLAC Group:
CWC (c)	282.6				—				—
Chile	194.6				149.0				195.8
Puerto Rico (d)	91.0				78.1				60.4
Total LiLAC Group	568.2				227.1				256.2
Total property and equipment additions	5,206.8				4,137.3				3,909.2
Assets acquired under capital-related vendor financing arrangements	( 2,064.2		)		( 1,481.5		)		( 975.3		)
Assets acquired under capital leases	( 111.6		)		( 106.1		)		( 127.2		)
Changes in current liabilities related to capital expenditures	( 386.7		)		( 50.2		)		( 122.3		)
Total capital expenditures	$	2,644.3			$	2,499.5			$	2,684.4

_______________

(a)	The amount presented at December 31, 2016 includes the post-acquisition property and equipment additions of BASE , which was acquired on February 11, 2016.

(b)	The amount presented at December 31, 2014 excludes the pre-acquisition property and equipment additions of Ziggo , which was acquired on November 11, 2014.

(c)	The amount presented at December 31, 2016 reflects the post-acquisition property and equipment additions of CWC , which was acquired on May 16, 2016.

(d)	The amount presented at December 31, 2015 excludes the pre-acquisition property and equipment additions of Choice , which was acquired on June 3, 2015.

---

Revenue by Major Category

Our revenue by major category is set forth below:

	Year ended December 31,
	2016				2015				2014
	in millions
Subscription revenue (a):
Video	$	6,378.0			$	6,380.1			$	6,535.7
Broadband internet	5,309.4				5,073.4				4,713.6
Fixed-line telephony	3,018.6				3,160.9				3,258.9
Cable subscription revenue	14,706.0				14,614.4				14,508.2
Mobile (b)	1,706.4				1,037.3				1,085.6
Total subscription revenue	16,412.4				15,651.7				15,593.8
B2B revenue (c)	2,156.3				1,580.2				1,515.9
Other revenue (b) (d)	1,440.1				1,048.1				1,138.6
Total	$	20,008.8			$	18,280.0			$	18,248.3

_______________

(a)

Subscription revenue includes amounts received from subscribers for ongoing services, excluding installation fees and late fees. 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 cable and mobile products or the composition of bundles can contribute to changes in our product revenue categories from period to period.

(b)	Mobile subscription revenue excludes mobile interconnect revenue of $ 313.4 million , $ 212.7 million and $ 245.0 million during 2016 , 2015 and 2014 , respectively. Mobile interconnect revenue and revenue from mobile handset sales are included in other revenue.

(c)

B2B revenue includes revenue from business broadband internet, video, voice, mobile and data services offered to medium to large enterprises and, on a wholesale basis, to other operators. We also provide services to certain small or home office ( SOHO ) subscribers. SOHO subscribers pay a premium price to receive expanded service levels along with video, broadband internet, fixed-line telephony or mobile services that are the same or similar to the mass marketed products offered to our residential subscribers. Revenue from SOHO subscribers, which is included in subscription revenue, aggregated $ 491.8 million , $ 319.2 million and $ 216.5 million during 2016 , 2015 and 2014 , respectively.

(d)	Other revenue includes, among other items, interconnect fees, mobile handset sales, channel carriage fees and installation fees .

---

Geographic Segments

The revenue of our geographic segments is set forth below:

	Year ended December 31,
	2016				2015				2014
	in millions
Liberty Global Group:
European Division:
U.K.	$	6,070.4			$	6,663.3			$	6,941.1
Belgium (a)	2,691.1				2,021.0				2,279.4
The Netherlands (b)	2,690.8				2,745.3				1,498.5
Germany	2,539.7				2,399.5				2,711.5
Switzerland	1,377.3				1,390.3				1,414.4
Ireland	438.4				395.4				468.8
Poland	391.4				399.7				469.9
Austria	378.3				367.9				431.7
Hungary	273.1				258.5				310.2
The Czech Republic	180.4				176.6				221.0
Romania	169.9				158.1				173.3
Slovakia	58.4				59.3				74.5
Other	7.2				9.0				3.5
Total European Division	17,266.4				17,043.9				16,997.8
Other, including intersegment eliminations	18.6				18.8				45.9
Total Liberty Global Group	17,285.0				17,062.7				17,043.7
LiLAC Group:
LiLAC Division:
CWC (c):
Panama	414.8				—				—
Jamaica	202.9				—				—
Bahamas	181.5				—				—
Barbados	143.1				—				—
Trinidad and Tobago	103.0				—				—
Other (d)	399.5				—				—
Total CWC	1,444.8				—				—
Chile	859.5				838.1				898.5
Puerto Rico (e)	420.8				379.2				306.1
Total LiLAC Division	2,725.1				1,217.3				1,204.6
Intersegment eliminations	( 1.3		)		—				—
Total LiLAC Group	2,723.8				1,217.3				1,204.6
Total	$	20,008.8			$	18,280.0			$	18,248.3

_______________

(a)	The amount presented for 2016 includes the post-acquisition revenue of BASE , which was acquired on February 11, 2016.

(b)	The amount presented for 2014 excludes the pre-acquisition revenue of Ziggo , which was acquired on November 11, 2014.

---

(c)	The amount presented for 2016 reflects the post-acquisition revenue of CWC , which was acquired on May 16, 2016. For each CWC jurisdiction, the amounts presented include (i) revenue from residential and B2B operations and (ii) revenue derived from wholesale network customers, as applicable.

(d)	The amount presented for 2016 relates to other countries in which CWC operates, which are primarily located in Latin America and the Caribbean, and includes (i) revenue from residential and B2B operations, (ii) revenue from wholesale network customers and (iii) intercompany eliminations.

(e)	The amount presented for 2015 excludes the pre-acquisition revenue of Choice , which was acquired on June 3, 2015.

---

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

	December 31,
	2016				2015
	in millions
Liberty Global Group:
European Division:
U.K.	$	15,638.7			$	19,127.8
Germany	7,388.9				7,898.9
Belgium	4,961.8				3,674.9
Switzerland	4,057.3				4,117.7
Austria	997.0				990.3
Poland	840.9				893.2
Ireland	648.7				662.1
The Czech Republic	529.1				534.8
Hungary	519.4				494.4
Romania	228.2				194.0
Slovakia	109.6				103.2
The Netherlands	—				14,741.7
Other (a)	711.9				592.3
Total European Division	36,631.5				54,025.3
U.S. and other (b)	107.8				119.7
Total Liberty Global Group	36,739.3				54,145.0
LiLAC Group:
CWC:
Panama	2,330.0				—
Networks (c)	1,547.1				—
Trinidad and Tobago	1,024.5				—
Jamaica	943.3				—
Bahamas	869.1				—
Barbados	645.1				—
Other (d)	2,175.7				—
Total CWC	9,534.8				—
Puerto Rico	1,355.6				1,347.8
Chile	993.9				873.7
Corporate	120.9				120.9
Total LiLAC Group	12,005.2				2,342.4
Total	$	48,744.5			$	56,487.4

_______________

(a)	Primarily represents long-lived assets of the European Division ’s central operations, which are located in the Netherlands.

(b)	Primarily represents the long-lived assets of our corporate offices.

(c)	Represents long-lived assets related to CWC ’s sub-sea and terrestrial network that connects over 30 markets in Latin America and the Caribbean.

---

(d)	The amount presented at December 31, 2016 includes long-lived assets of CWC ’s other operations, which are primarily located in the Caribbean.

---

Virgin Media Refinancing Transactions

In January 2017, Virgin Media Secured Finance issued £ 675.0 million ( $ 833.3 million ) principal amount of 5.0 % senior secured notes due April 15, 2027 (the April 2027 VM Senior Secured Notes ). The net proceeds from the April 2027 VM Senior Secured Notes were used to repay in full the outstanding principal amount under the April 2021 VM Sterling Senior Secured Notes .

Subject to the circumstances described below, the April 2027 VM Senior Secured Notes are non-callable until April 15, 2022. At any time prior to April 15, 2022, Virgin Media Secured Finance may redeem some or all of the April 2027 VM Senior Secured Notes by paying a “make-whole” premium, which is the present value of all remaining scheduled interest payments to April 15, 2022 using the discount rate (as specified in the indenture) as of the redemption date plus 50 basis points .

Virgin Media Secured Finance may redeem some or all of the April 2027 VM Senior Secured Notes at the following redemption prices (expressed as a percentage of the principal amount) plus accrued and unpaid interest and additional amounts (as specified in the indenture), if any, to the applicable redemption date, as set forth below:

		Redemption price
12-month period commencing April 15:
2022		102.500 %
2023		101.250 %
2024		100.625 %
2025 and thereafter		100.000 %

In February 2017, Virgin Media SFA Finance Limited entered into a new £ 865.0 million ( $ 1,067.9 million ) term loan facility ( VM Facility J ). VM Facility J matures on January 31, 2026, bears interest at a rate of LIBOR + 3.50 % and is subject to a LIBOR floor of 0.0 % . The net proceeds from VM Facility J were used to repay in full the outstanding principal amount under VM Facility E .

UPC Holding Refinancing Transaction

---

---

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

---

(1)

This table includes (i) SAR s with respect to 10,305,065 , 23,558,392 , 1,486,401 and 3,303,386 Liberty Global Class A, Liberty Global Class C, LiLAC Class A and LiLAC Class C ordinary shares, respectively, and (ii) PSAR s with respect to 2,877,513 , 8,581,372 , 486,734 and 1,453,631 Liberty Global Class A, Liberty Global Class C, LiLAC Class A and LiLAC 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 and LiLAC Class A and Class C ordinary shares at December 31, 2016 and excluding any related tax effects, 868,048 , 2,683,988 , 32,221 and 67,168 Liberty Global Class A , Liberty Global Class C, LiLAC Class A and LiLAC Class C ordinary shares, respectively, would have been issued if all outstanding and in-the-money SAR s had been exercised on December 31, 2016 . For further information, see note 13 to our consolidated financial statements.

(2)

In addition to the option, SAR and PSAR information included in this table, there are outstanding RSU, PSU and PGU awards under the various incentive plans with respect to an aggregate of 3,649,647 , 333,334 , 6,652,584 , 550,359 , 58,256 and 1,000,190 Liberty Global Class A, Liberty Global Class B, Liberty Global Class C, LiLAC Class A, LiLAC Class B and LiLAC Class C ordinary shares, respectively.

(3)

The Liberty Global 2014 Incentive Plan permits grants of, or with respect to, Liberty Global or LiLAC ordinary shares subject to a single aggregate limit of 105 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, 2016 , an aggregate of 64,795,919 ordinary shares were available for issuance pursuant to the incentive plan. For further information, see note 13 to our consolidated financial statements.

(4)

The Liberty Global 2014 Nonemployee Director Incentive Plan permits grants of, or with respect to, Liberty Global or LiLAC ordinary shares subject to a single aggregate limit of 10.5 million shares, subject to anti-dilution adjustments. As of December 31, 2016 , an aggregate of 9,789,929 ordinary shares were available for issuance pursuant to the Liberty Global 2014 Nonemployee Director Incentive Plan. For further information, see note 13 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 .

---

Item 15.	EXHIBITS, FINANCIAL STATEMENT SCHEDULES

---

---

---

---

---

---

Item 16.	FORM 10-K SUMMARY

---

---

SCHEDULE I

(Parent Company Information - See Notes to Consolidated Financial Statements)

CONDENSED BALANCE SHEETS

(Parent Company Only)

	December 31,
	2016				2015
	in millions
ASSETS
Current assets:
Cash and cash equivalents	$	58.9			$	24.6
Interest receivables — related-party	451.5				446.2
Other receivables — related-party	338.8				248.6
Other current assets	7.3				10.8
Total current assets	856.5				730.2
Long-term notes receivable — related-party	10,537.0				9,727.1
Investments in consolidated subsidiaries, including intercompany balances	9,460.3				3,851.9
Other assets, net	16.4				10.6
Total assets	$	20,870.2			$	14,319.8

---

LIBERTY GLOBAL PLC

SCHEDULE I

(Parent Company Information - See Notes to Consolidated Financial Statements)

CONDENSED BALANCE SHEETS — (Continued)

(Parent Company Only)

---

SCHEDULE I

(Parent Company Information - See Notes to Consolidated Financial Statements)

CONDENSED STATEMENTS OF OPERATIONS

(Parent Company Only)

---

SCHEDULE I

(Parent Company Information - See Notes to Consolidated Financial Statements)

CONDENSED STATEMENTS OF CASH FLOWS

(Parent Company Only)

---

SCHEDULE II

VALUATION AND QUALIFYING ACCOUNTS

---

---

---

---

---

---