LBTYA 10-K Fiscal year ended Dec. 31, 2017

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•	On June 19, 2017, Telenet Group Holding N.V. ( Telenet ) acquired Coitel Brabant sprl, operating under the brand name SFR BeLux ( SFR BeLux ), which provided broadband operations in Belgium (Brussels and Wallonia) and Luxembourg.

•	On May 16, 2016, we acquired C&W , a provider of telecommunication services, including mobile and high-speed broadband, focused in Latin America and the Caribbean (the C&W Acquisition ). In connection with the Split-off Transaction , we transferred C&W to Liberty Latin America .

•	On February 11, 2016, 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., Choice Cable TV, a cable and broadband services provider in Puerto Rico, which was integrated into the operations of Liberty Puerto Rico . In connection with the Split-off Transaction , we transferred Liberty Puerto Rico to Liberty Latin America .

•	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 the VodafoneZiggo JV (as defined below), a 50:50 joint venture, on December 31, 2016.

•	On December 31, 2016, our company and Vodafone Group Plc ( Vodafone ) contributed our respective operations in the Netherlands to VodafoneZiggo Group Holding B.V., a 50:50 joint venture (referred to herein as the “ VodafoneZiggo JV ” ). We treat the VodafoneZiggo JV as an equity investment.

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

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

•	the competitive environment in the industries in the countries in which we or our affiliates 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 or our affiliates 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 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 or our affiliates operate;

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•	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.

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(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. Certain of 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)

Cable 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 Cable Customer Relationship counts. For further information regarding our EBU calculation, see Additional General Notes to Tables below. Cable 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 Cable Customer Relationships. We exclude mobile-only customers from Cable 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 U.K. 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 or 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, 2017 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 RGU s that we count on an EBU basis, we count RGU s 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 RGU s. In Europe, we have approximately 192,700 “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 39,100 digital subscriber line ( DSL ) subscribers within Austria that 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 83,900 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 30,000 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 131,000 subscribers who have requested and received this service.

(10)	Our Mobile Subscriber count represents the number of active subscriber identification module ( SIM ) cards 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

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(11)

Pursuant to service agreements, Switzerland offers enhanced video, broadband internet and telephony services over networks owned by third-party cable operators ( partner network s ). A partner network RGU is only recognized if there is a direct billing relationship with the customer. At December 31, 2017 , Switzerland’s partner network s account for 138,100 Cable Customer Relationships, 315,800 RGU s, 113,700 Enhanced Video Subscribers, 116,000 Internet Subscribers and 86,100 Telephony Subscribers.

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(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 Hungary is less than 1%.

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(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: 350 Mbps in the U.K. , 500 Mbps in Belgium, 400 Mbps in Ireland and 600 Mbps in Poland, are available.

(4)	Voice-over-internet-protocol ( 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.

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•	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.

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•	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.

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•	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).

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•

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.

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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 ’s VDSL network covers approximately 68% of German homes and it continues to expand this coverage with plans to reach approximately 80% of German homes in 2018.

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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 customers a wide range of both individual and bundled services at competitive prices. Also, Telenet and other Belgian cable operators must give alternative providers access to their cable networks. Orange Belgium N.V. ( Orange Belgium ) gained such access in 2016 and currently offers its mobile subscribers a dual play bundle, including enhanced video and broadband internet services. Telenet may face increased competition from other providers of video services who take advantage of the wholesale access and may be able to offer triple- and quad-play services. For more information on wholesale access, see Regulatory Matters—Belgium.

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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. To compete effectively in Switzerland, UPC Switzerland promotes Horizon TV and its family of products together with Replay TV and VoD, giving subscribers the ability to personalize their programming and viewing preferences. It also uses its high-speed internet of up to 50, 200 or 500 Mbps to promote its extended digital tier bundles.

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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 to both its own retail customers and third-party retail providers over its own DSL network. BT has announced its intention to rollout ultrafast speeds of up to at least 300 Mbps by the end of 2020 to up to 10.0 million premises using G.fast technology, a DSL standard applied over copper local loops. BT has also announced that it intends to rollout a FTTx service supporting 1 Gbps to two million homes and businesses by 2020. As a result of these objectives, BT recently launched a range of ultrafast packages offering speeds of up to 150 Mbps and 300 Mbps, respectively, using a combination of G.fast and FTTx technology, which are currently available to 250,000 U.K. homes.

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Unitymedia . In Germany, the market for broadband internet services is highly competitive. 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 plans to cover approximately 80% of German homes with its VDSL network by 2018. Within its footprint, Deutsche Telekom is implementing vectoring technology, which increases 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, enhancing broadband speeds to up to 250 Mbps.With its (vectored) VDSL expansion plan, competition from Deutsche Telekom will increase.

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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 broadband penetration is increasing as well, reaching nearly 66% of the total population based on the BIPT 2016 Annual Report. Similar to its video services, Telenet faces competition in the provision of internet services from other providers who have wholesale access to Telenet ’s cable network. Through such access, Orange Belgium currently offers its mobile subscribers a dual-play bundle including enhanced video and broadband internet services. In this competitive market, Telenet is using its fixed-mobile converged offers to promote its internet and other services.

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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 40 Mbps to up to 1 Gbps. Swisscom ’s internet speeds include 40 Mbps to 100 Mbps on its VDSL network and up to 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 FTTH network in several cities in cooperation with municipality-owned utility companies and, where no cooperation agreement has been reached, Swisscom is building its own FTTH network. With respect to subscribers on partner networks, UPC Switzerland competes with other service providers for the contracts to serve these subscribers. In this competitive market, UPC Switzerland increased it introductory speed to 50 Mbps and is promoting its broadband services through its bundled offers.

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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.

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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.

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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 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 European 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 European Commission or the Member States to curtail such obligations in the foreseeable future.

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Net Neutrality/Traffic Management/Roaming . 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 abolished roaming tariffs beginning in June 2017.

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•	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; 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.

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•	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.

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•	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.

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•	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; 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.

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•	incur or guarantee additional indebtedness;

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•	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.

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•	authorizing a capital structure with multiple classes of ordinary shares; 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.

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

(a)	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.

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(a)	Average price paid per share includes direct acquisition costs and the effects of derivative instruments, where applicable.

(b)	As of December 31, 2017 , the remaining amount authorized for repurchases of Liberty Global Shares was $2.1 billion .

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(a)

We acquired BASE on February 11, 2016, Ziggo on November 11, 2014 and Virgin Media on June 7, 2013. Our continuing operations also completed a number of less significant acquisitions during the years presented. On December 31, 2016, we completed the VodafoneZiggo JV Transaction , pursuant to which we contributed VodafoneZiggo Holding to the VodafoneZiggo JV . In addition, we acquired C&W on May 16, 2016 and a less significant cable and broadband services provider in Puerto Rico on June 3, 2015, each of which was attributed to the LiLAC Group . Effective December 31, 2017, we completed the Split-off Transaction , pursuant to which the businesses, assets and liabilities of the LiLAC Group were transferred to an independent publicly-traded company. On January 31, 2014, we sold substantially all of the assets of Chellomedia B.V. (the Chellomedia Disposal Group ). Accordingly, the selected financial data included in this table presents the LiLAC Group and the Chellomedia Disposal Group as discontinued operations for all applicable periods. For information regarding our acquisitions and dispositions 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 $78.1 million , $33.7 million , $95.2 million , $49.9 million and $69.5 million , respectively.

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

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

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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, 2017 , 2016 and 2015 .

•	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.

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(a)	The amount presented for 2017 primarily includes the revenue earned from services provided to the VodafoneZiggo JV . For additional information, see note 6 to our consolidated financial statements. The amount presented for 2016 primarily includes the revenue of Ziggo Sport , which was contributed to the VodafoneZiggo JV as part of the VodafoneZiggo JV Transaction .

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(a)	The increase in residential cable subscription revenue related to a change in the average number of RGU s is primarily attributable to (i) increases in the average number of broadband internet, video and fixed-line telephony RGU s in the U.K. and (ii) a decrease in the average number of video RGU s in Ireland.

(b)

The increase in residential cable subscription revenue related to a change in ARPU is attributable to (i) the net effect of (a) higher ARPU from broadband internet services and (b) lower ARPU from video and fixed-line telephony services and (ii) an improvement in RGU mix. In addition, ARPU from video, broadband internet and fixed-line telephony services was adversely impacted by an aggregate revenue decrease of $12.4 million associated with an April 2016 change in the regulations governing payment handling fees that Virgin Media charges to its customers in the U.K.

(c)	The increase in residential cable non-subscription revenue is primarily attributable to the net effect of (i) an increase in installation revenue in the U.K. and (ii) a decrease in early termination fees in the U.K.

(d)

The decrease in residential mobile subscription revenue is primarily attributable to the net effect of (i) a decrease in the U.K. , due primarily to lower ARPU , and (ii) an increase in Ireland, mainly due to an increase in the average number of mobile subscribers. The lower ARPU in the U.K. includes the net effect of (a) a decline of $104.8 million attributable to a lower number of customers under higher- ARPU subsidized handset contracts and (b) an increase of $42.5 million attributable to growth in the number of customers under the lower- ARPU Split-contract Program . For additional information regarding Split-contract Program s, see note 3 to our consolidated financial statements. The increase in residential mobile non-subscription revenue is primarily due to (1) an increase in revenue from mobile handset sales in the U.K. and (2) a decrease in interconnect revenue, as a decrease in the U.K. was only partially offset by a volume-related increase in Ireland. The decrease in interconnect revenue in the U.K. is primarily due to (I) a decline in mobile short message service or “ SMS ” termination volumes and (II) lower mobile termination rates and volumes.

(e)	The increase in B2B subscription revenue is primarily due to an increase in the average number of broadband internet SOHO RGU s in the U.K. The increase in B2B non-subscription revenue is primarily due to the net effect of (i) an increase in early termination fees in the U.K. and (ii) lower revenue from data services in the U.K.

(f)	The increase in other revenue is largely due to an increase in broadcasting revenue in Ireland.

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

(b)	The increase in residential cable subscription revenue related to a change in ARPU is attributable to (i) the net effect of (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.

(c)	The increase in residential cable non-subscription revenue is attributable to the net effect of (i) an increase of $5.8 million due to adjustments recorded during 2017 to reflect the expected recovery of certain prior-period VAT payments and (ii) a decrease in revenue from services provided over third-party networks.

(d)

The decrease in residential mobile subscription revenue is primarily due to the net effect of (i) a decline in the average number of mobile subscribers, as a decrease in the average number of prepaid mobile subscribers was only partially offset by an increase in the average number of postpaid mobile subscribers, and (ii) higher ARPU . The decrease in residential mobile non-subscription revenue is primarily due to (a) a decrease in revenue from sales of mobile handsets and other devices and (b) a decrease in interconnect revenue due to the net effect of lower SMS termination volumes, higher roaming revenue and lower mobile termination rates.

(e)

The increase in B2B subscription revenue is attributable to increases in the average number of broadband internet, video, mobile and fixed-line telephony SOHO subscribers. The increase in B2B non-subscription revenue is primarily due to (i) higher revenue from wholesale services, (ii) an increase in interconnect revenue driven by higher mobile volumes and (iii) an increase in revenue from hosting and managed security services.

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(a)

Residential cable 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, 2017 , bulk agreements covering approximately 36% of the video subscribers that Germany serves expire by the end of 2018 or are terminable on 30-days notice. During the three months ended December 31, 2017 , Germany’s 20 largest bulk agreement accounts generated approximately 9% 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 residential 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 number of broadband internet and fixed-line telephony RGU s and (ii) a decline in the average number of video RGU s.

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

(d)

The decrease in residential cable non-subscription revenue is primarily due to the net effect of (i) a decrease in channel carriage fee revenue, (ii) a decrease in interconnect revenue, primarily due to a decline in fixed-line telephony termination rates and volumes, and (iii) an increase in installation revenue. Channel carriage revenue relates to 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 2018 through 2022. 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, 2017 . No assurance can be given that these contracts will be renewed or extended on financially equivalent terms, or at all. The decrease in channel carriage fee revenue is primarily due to the June 2017 discontinuation of our analog video service in Germany, which resulted in a revenue decrease of $17.5 million.

(e)

The increase in residential mobile non-subscription revenue is primarily due to an increase in revenue from mobile handset sales of $26.4 million associated with the fourth quarter 2016 launch of a wholesale handset program. These mobile handset sales typically generate relatively low margins. Beginning in 2018, Germany’s wholesale handset program will be included within a broader program that will be administered by a subsidiary within Central and Corporate . Accordingly, Germany’s low-margin mobile handset sales are expected to decline significantly in 2018.

(f)	The increase in B2B subscription revenue is primarily attributable to increases in the average number of fixed-line telephony

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(a)	The decrease in residential cable subscription revenue related to a change in the average number of RGU s is attributable to the net effect of (i) a decline in the average number of video RGU s and (ii) increases in the average number of fixed-line telephony and broadband internet RGU s.

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

(c)

The increase in residential cable non-subscription revenue is primarily attributable to the net effect of (i) a $19.3 million increase associated with distribution revenue that we earned following the September 2017 launch of our Swiss sports channels, (ii) a decrease in installation revenue in Switzerland and (iii) a decrease in equipment sales in Switzerland. In addition, the increase in residential cable non-subscription revenue includes a $6.5 million favorable impact of the release of unclaimed customer credits in Switzerland during the first half of 2017.

(d)	The increase in residential mobile subscription revenue is due to the net impact of (i) an increase in the average number of mobile subscribers and (ii) lower ARPU from mobile services.

(e)

The increase in B2B subscription revenue is primarily attributable to an increase in the average number of broadband internet SOHO RGU s. The increase in B2B non-subscription revenue is primarily due to (i) higher revenue from data services, primarily in Switzerland, (ii) higher revenue from construction services provided to our partner networks in Switzerland and (iii) an increase in interconnect revenue in Switzerland.

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(a)

The increase in residential cable subscription revenue related to a change in the average number of RGU s is attributable to (i) an increase in the average number of broadband internet RGU s, primarily due to increases in Hungary, the Czech Republic, Romania and Poland, (ii) an increase in the average number of video RGU s, primarily due to increases in the Czech Republic, Hungary and Romania that were only partially offset by decreases in Slovakia and UPC DTH and (iii) an increase in the average number of fixed-line telephony RGU s, due primarily to increases in Hungary and Romania.

(b)

The decrease in residential cable subscription revenue related to a change in ARPU is primarily attributable to (i) the net effect of (a) higher ARPU from video services, primarily due to increases in Poland, Hungary and UPC DTH that were only partially offset by a decrease in the Czech Republic, (b) lower ARPU from fixed-line telephony services, primarily driven by decreases in Poland, Romania and Hungary and (c) lower ARPU from broadband internet services, as decreases in Poland and Hungary were only partially offset by an increase in Romania, and (ii) an improvement in RGU mix.

(c)	The increase in residential cable non-subscription revenue is primarily attributable to increases in Hungary, Poland and UPC DTH .

(d)	The increase in residential mobile subscription revenue is primarily due to an increase in the average number of mobile subscribers in Hungary.

(e)

The increase in B2B subscription revenue is primarily attributable to (i) an increase in the average number of broadband internet SOHO RGU s, most notably in Hungary and Poland, and (ii) an increase in the average number of video SOHO RGU s. The increase in B2B non-subscription revenue is primarily due to (a) higher revenue from fixed-line telephony services, primarily in the Czech Republic, (b) higher interconnect revenue, primarily due to higher volumes in Poland and Hungary, and (c) higher revenue from data services, primarily in Poland and Romania.

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

(b)	The amounts presented for 2016 and 2015 primarily include the revenue of Ziggo Sport , which was contributed to the VodafoneZiggo JV as part of the VodafoneZiggo JV Transaction .

(a)	The increase in residential 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 number of broadband internet and fixed-line telephony RGU s in the U.K. and (ii) a decline in the average number of video RGU s.

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(b)

The increase in residential 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 the net effect of (a) higher ARPU from broadband internet and video services and (b) lower ARPU from fixed-line telephony services in the U.K. and (ii) an adverse change in RGU mix. In addition, ARPU was adversely impacted by an April 2016 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.

(c)	The increase in residential cable non-subscription revenue is primarily related to (i) an increase in installation revenue, (ii) an increase in early termination fees and (iii) higher revenue from late fees.

(d)

The decrease in residential mobile subscription revenue is primarily attributable to the net effect of (i) a decrease in the U.K. , due primarily to lower ARPU , and (ii) an increase in Ireland, mainly due to an increase in the average number of mobile subscribers. The lower ARPU in the U.K. includes the net effect of (a) a decline of $158.8 million attributable to a lower number of customers under higher- ARPU subsidized handset contracts, (b) an increase of $61.6 million attributable to growth in the number of customers under the lower- ARPU Split-contract Program , (c) an increase of $15.7 million attributable to growth in the number of customers under subscriber identification module or “ SIM ”-only contracts and (d) a decrease in revenue due to the impact of a $4.2 million favorable adjustment to VAT recorded during the fourth quarter of 2015. The increase in residential mobile non-subscription revenue is primarily due to the net effect of (1) an increase in revenue from mobile handset sales, primarily attributable to an increase of $63.5 million associated with the U.K. Split-contract Program , (2) a decrease in interconnect revenue in the U.K. , primarily due to (A) a decline in mobile SMS termination volumes and (B) lower fixed-line telephony termination volumes, and (3) a decrease in early termination fees in the U.K. The increase in revenue from mobile handset sales pursuant to the U.K. Split-contract Program is due to the net effect of (I) increased volume and (II) lower average revenue per handset sold.

(e)

The increase in B2B subscription revenue is primarily due to an increase in the average number of broadband internet SOHO RGU s, primarily in the U.K. The increase in B2B non-subscription revenue is primarily due to the net effect of (i) lower revenue from fixed-line telephony services in the U.K. , due in part 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, (ii) an increase in data services, including an increase of $13.1 million in the U.K. ’s amortization of deferred upfront fees on B2B contracts, and (iii) an increase in installation revenue in the U.K.

(f)	The increase in other revenue is primarily attributable to higher broadcasting revenue in Ireland.

(a)	The decrease in residential cable subscription revenue related to a change in the average number of RGU s is attributable to the net effect of (i) decreases in the average number of video and broadband internet RGU s and (ii) an increase in the average number of fixed-line telephony RGU s.

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(b)	The increase in residential 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 residential cable non-subscription revenue is attributable to the net effect of (i) an increase in equipment sales, (ii) a decrease in interconnect revenue and (iii) a decrease in installation revenue.

(d)

The increase in residential 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. The increase in residential mobile non-subscription revenue is primarily due to higher revenue from sales of mobile handsets and other devices.

(e)	The increase in B2B subscription revenue is largely attributable to increases in the average number of video, broadband internet and mobile SOHO RGU s. The increase in B2B non-subscription revenue is primarily due to higher revenue from managed security services and related equipment sales.

(a)	The decrease in residential cable subscription revenue related to a change in the average num ber of RGU s is attributable to declines in the average number of 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 residential 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 residential 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 subscription revenue is primarily due to increases in the average number of video and broadband internet SOHO RGU s.

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

(b)	The increase in residential 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 adverse change in RGU mix.

(c)	The decrease in residential cable non-subscription revenue is largely due to the net effect of (i) an increase in installation revenue and (ii) a decrease due to legislative developments that have reduced the fees Germany can charge late-paying customers.

(d)	The increase in residential mobile non-subscription revenue is primarily due to an increase of $11.5 million in mobile handset sales associated with the fourth quarter 2016 launch of a wholesale handset program.

(e)	The increase in B2B subscription revenue is primarily due to increases in the average number of broadband internet and fixed-line telephony SOHO RGU s. The increase in B2B non-subscription revenue is primarily due to higher revenue from data services.

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(a)	The decrease in residential cable subscription revenue related to a change in the average number of RGU s is primarily attributable to a decline in the average number of video RGU s that was mostly offset by increases in the average number of broadband internet and fixed-line telephony RGU s.

(b)	The increase in residential 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) an adverse change in RGU mix.

(c)	The decrease in residential cable non-subscription revenue is primarily attributable to (i) lower revenue from late fees and (ii) a decrease in revenue from services provided through third-party networks.

(d)	The increase in residential mobile subscription revenue is due to the net effect of (i) an increase in the average number of mobile subscribers and (ii) lower ARPU . The increase in residential mobile non-subscription revenue is primarily due to (a) an increase in revenue from mobile handset sales and (b) an increase in mobile interconnect revenue.

(e)	The increase in B2B subscription revenue is primarily attributable to an increase in the average number of broadband internet SOHO RGU s.

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(a)

The increase in residential cable subscription revenue related to a change in the average number of RGU s is primarily attributable to (i) an increase in the average number of broadband internet RGU s, primarily due to increases in Poland, Hungary and Romania, (ii) an increase in the average number of video RGU s, primarily due to increases in Poland, UPC DTH , Romania, the Czech Republic and Hungary, and (iii) an increase in the average number of fixed-line telephony RGU s, primarily due to increases in Poland, Hungary and Romania.

(b)

The decrease in residential cable subscription revenue related to a change in ARPU is attributable to (i) a net decrease due to (a) lower ARPU from broadband internet services, primarily due to a decrease in Poland that was only partially offset by an increase in Romania, (b) lower ARPU from fixed-line telephony services, primarily due to decreases in Poland, Romania and Hungary, and (c) higher ARPU from video services, as increases in Poland, Hungary, UPC DTH and Romania were only partially offset by decreases in the Czech Republic and Slovakia, and (ii) an adverse change in RGU mix.

(c)	The increase in B2B subscription revenue is primarily attributable to an increase in broadband internet SOHO RGU s, mainly in Poland and the Czech Republic.

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

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(a)	Residential cable subscription revenue includes amounts received from subscribers for ongoing services. Residential cable non-subscription revenue includes, among other items, channel carriage fees, installation revenue, late fees and revenue from the sale of equipment.

(b)

Residential subscription revenue from subscribers who purchase bundled services at a discounted rate is generally allocated proportionally to each service based on the standalone price for each individual service. As a result, changes in the standalone pricing of our cable and mobile products or the composition of bundles can contribute to changes in our product revenue categories from period to period.

(c)	Residential mobile subscription revenue includes amounts received from subscribers for ongoing services. Residential mobile non-subscription revenue includes, among other items, interconnect revenue and revenue from sales of mobile handsets and other devices. Residential mobile interconnect revenue was $279.1 million and $281.9 million during 2017 and 2016 , respectively.

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(d)

B2B subscription revenue represents revenue from 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. A portion of the increases in our B2B subscription revenue is attributable to the conversion of certain residential subscribers to SOHO subscribers. B2B non-subscription revenue includes revenue from business broadband internet, video, fixed-line telephony, mobile and data services offered to medium to large enterprises and, on a wholesale basis, to other operators.

(e)	Other revenue includes, among other items, revenue earned from services provided to the VodafoneZiggo JV .

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An increase in programming and copyright costs of $89.3 million or 4.9%, primarily due to increases in U.K./Ireland , Switzerland/Austria and Hungary. These increases are primarily due to (i) higher costs for certain premium and/or basic content, including higher costs for sports rights, primarily in U.K./Ireland and Switzerland, and (ii) growth in the number of enhanced video subscribers, primarily due to increases in Germany, Hungary, U.K./Ireland , Romania and Poland that were only partially offset by a decrease in Belgium. The cost for sports rights increased by $28.9 million in Switzerland due to the acquisition of the rights to carry live sporting events in connection with the September 2017 launch of our Swiss sports channels. Approximately half of these programming costs and the operating and capital costs associated with the production of the related Swiss sports channels are recovered from the revenue earned from the distribution of these sports channels to other cable operators;

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A decrease in interconnect and access costs of $56.7 million or 5.7%. The lower costs are primarily due to the net effect of (i) a $42.1 million decrease (including $32.3 million and $9.8 million recorded in the second and fourth quarters of 2017, respectively) in U.K./Ireland , primarily associated with a telecommunications operator’s agreement to compensate communications providers, including Virgin Media , for certain contractual breaches related to network charges, (ii) lower MVNO costs, as decreases in Belgium and U.K./Ireland were only partially offset by an increase in Switzerland/Austria, (iii) a decline resulting from lower interconnect rates, primarily in Germany, (iv) an increase of $6.8 million due to the release of an accrual during the second quarter of 2016 related to the settlement of an operational contingency in Belgium

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•	An increase in mobile handset and other device costs of $23.1 million or 6.7%, primarily due to the net effect of (i) a higher average cost per handset sold in U.K./Ireland and (ii) lower mobile handset and other device sales volume, primarily due to decreases in Belgium and U.K./Ireland that were largely offset by an increase in Germany.

•

An increase in network-related expenses of $65.2 million or 8.6%, primarily due to the net effect of (i) an increase of $34.0 million in U.K./Ireland related to network infrastructure charges following an April 1, 2017 increase in the rateable value of existing assets, (ii) higher network maintenance costs, primarily in Belgium, Central and Corporate and U.K./Ireland , (iii) higher energy costs, primarily in U.K./Ireland and Germany, (iv) a $5.9 million increase in U.K./Ireland associated with the impact of the settlement of an operational contingency during the first quarter of 2016 and (v) lower expenses resulting from the capitalization of UPC DTH ’s satellite capacity costs following the April 2017 renegotiation of the underlying agreement. For additional information regarding the increased network infrastructure charges in U.K./Ireland , see note 17 to our consolidated financial statements;

•	A decrease in personnel costs of $34.0 million or 4.9%, due primarily to the net effect of (i) lower staffing levels, as decreases in Germany, Central and Corporate and U.K./Ireland were only partially offset by an increase in Belgium, (ii) annual wage increases, (iii) decreased costs in U.K./Ireland and Belgium resulting from higher capitalized labor costs,

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•	An increase in outsourced labor and professional fees of $16.8 million or 6.3%, as higher call center costs in U.K./Ireland and Germany were only partially offset by lower consulting costs, primarily in U.K./Ireland . The higher call center costs were largely driven by increased call volumes;

•	A decrease in vehicle expenses of $9.4 million or 47.1%, a portion of which is due to the impact of the conversion of certain operating leases on company vehicles to capital leases, primarily in U.K./Ireland ; and

•	An increase in information technology-related expenses of $8.7 million or 8.0%, primarily due to higher software and other information technology-related maintenance costs in U.K./Ireland and Central and Corporate .

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(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.

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A decrease in outsourced labor and professional fees of $36.6 million or 17.3%, primarily due to the net effect of (i) a decrease in consulting costs, primarily in Belgium and Central and Corporate , (ii) an increase in call center costs, primarily in U.K./Ireland , and (iii) lower audit and legal fees. The decrease in consulting costs in Belgium includes an aggregate decrease of $6.3 million related to costs incurred during 2016 associated with the integration of BASE with our operations in Belgium; and

•

A decrease in personnel costs of $36.3 million or 3.5% due primarily to the net effect of (i) decreased staffing levels, as decreases in Central and Corporate and Belgium were only partially offset by increases in Germany and Switzerland/Austria, (ii) lower incentive compensation costs, primarily due to decreases in Central and Corporate , U.K./Ireland and Germany that were only partially offset by increases in Belgium and Switzerland/Austria, and (iii) annual wage increases. The lower incentive compensation costs include a decrease of $12.5 million, primarily in Central and Corporate , attributable to our decision to issue Liberty Global Shares to settle a portion of our 2017 annual incentive compensation.

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

(b)	Represents annual incentive compensation and defined contribution plan liabilities that have been or will be settled with Liberty Global Shares .

(c)	Amounts include incremental expense of $8.2 million and $16.1 million , respectively, related to the 2015 Award Modifications .

(d)	Represents the share-based compensation expense associated with Telenet’s share-based incentive awards, which, at December 31, 2017, included performance- and non-performance-based stock option awards with respect to 3,693,753 Telenet shares. These stock option awards had a weighted average exercise price of €48.26 ( $58.02 ).

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(a)

The loss during 2017 is primarily attributable to the net effect of (i) a net loss associated with changes in the relative value of certain currencies and (ii) a net gain associated with changes in certain market interest rates. In addition, the loss during 2017 includes a net gain of $233.7 million resulting from changes in our credit risk valuation adjustments. The gain during 2016 is attributable to the net effect of (a) a net gain associated with changes in the relative value of certain currencies and (b) a net loss associated with changes in certain market interest rates. In addition, the gain during 2016 includes a net loss of $28.1 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.

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

(a)	Amounts for 2017 and 2016 include gains of $12.7 million and $84.4 million, respectively, related to investments that were sold during the respective year.

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(a)

Amount in 2017 includes the net effect of (i) $ 64.3 million , representing 100% of the interest income earned on the VodafoneZiggo JV Receivable , (ii) 100% of the share-based compensation expense associated with Liberty Global awards held by VodafoneZiggo JV employees who were formerly employees of Liberty Global , as these awards remain our responsibility, and (iii) our 50% share of the remaining results of operations of the VodafoneZiggo JV . During 2017 , the VodafoneZiggo JV generated (a) revenue of $ 4,537.7 million , (b) Adjusted OIBDA of $ 1,908.8 million , (c) operating income of $ 217.0 million , (d) net non-operating expenses of $ 588.9 million (including $ 643.7 million of interest expense) and (e) a net loss of $ 265.7 million . The VodafoneZiggo JV ’s operating income includes depreciation and amortization of $ 1,677.3 million .

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(a)	Residential cable subscription revenue includes amounts received from subscribers for ongoing services. Residential cable non-subscription revenue includes, among other items, channel carriage fees, installation revenue, late fees and revenue from the sale of equipment.

(b)

Residential subscription revenue from subscribers who purchase bundled services at a discounted rate is generally allocated proportionally to each service based on the standalone price for each individual service. As a result, changes in the standalone pricing of our cable and mobile products or the composition of bundles can contribute to changes in our product revenue categories from period to period.

(c)	Residential mobile subscription revenue includes amounts received from subscribers for ongoing services. Residential mobile non-subscription revenue includes, among other items, interconnect revenue and revenue from sales of mobile handsets and other devices. Residential mobile interconnect revenue was $281.9 million and $209.1 million during 2016 and 2015 , respectively.

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(d)

B2B subscription revenue represents revenue from 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. A portion of the increases in our B2B subscription revenue is attributable to the conversion of certain residential subscribers to SOHO subscribers. B2B non-subscription revenue includes revenue from business broadband internet, video, fixed-line telephony, mobile and data services offered to medium to large enterprises and, on a wholesale basis, to other operators.

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

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An increase in programming and copyright costs of $234.7 million or 10.9%, primarily due to increases in U.K./Ireland , the Netherlands and, to a lesser extent, Central and Corporate, 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) higher costs at Ziggo Sport , (b) 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 (c) 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 interconnect and access costs of $53.1 million or 4.8%, primarily due to the net effect of (i) lower fixed-line telephony call volumes in U.K./Ireland and, to a lesser extent, the Netherlands, Belgium and Germany, (ii) a decline resulting from lower rates, primarily in U.K./Ireland , (iii) higher mobile usage in 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, (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 (vii) slightly lower MVNO costs, as decreases in U.K./Ireland and Belgium were largely offset by increases in Switzerland/Austria, Hungary and the Netherlands; and

•	An increase in mobile handset and other device costs of $17.2 million, primarily due to the net effect of (i) higher mobile handset and other device 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

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

•

A decrease in personnel costs of $29.9 million or 3.2%, due primarily to the net effect of (i) decreased staffing levels, as decreases in Switzerland/Austria, U.K./Ireland and the Netherlands were only partially offset by increases in Central and Corporate and Belgium, (ii) annual wage increases, (iii) decreased costs in U.K./Ireland resulting from higher proportions of capitalized labor costs, primarily associated with the Network Extensions , (iv) lower costs related to certain employee benefits in U.K./Ireland and Central and Corporate and (v) lower incentive compensation costs, primarily in U.K./Ireland ;

•

An increase in outsourced labor and professional fees of $17.0 million or 5.4%, 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 Switzerland/Austria, Central and Corporate and the Netherlands were only partially offset by decreases in Poland and Belgium. 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 acquisition of Ziggo ;

•	A decrease in bad debt and collection expenses of $13.8 million or 9.9%, primarily related to declines in U.K./Ireland , the Netherlands, Belgium, Hungary and Switzerland/Austria that were only partially offset by increases in Germany and Poland ;

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An increase in network-related expenses of $13.2 million or 1.7%, 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) lower outsourced labor costs primarily associated with customer-facing activities in Germany and U.K./Ireland, (iii) 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, (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 acquisition of Ziggo ;

•	A decrease in facilities expenses of $7.1 million or 12.7%, primarily due to lower costs in U.K./Ireland and the Netherlands ; and

•	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.

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

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(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 $57.7 million or 5.2%, primarily due to (i) increased staffing levels, as increases in Central and Corporate , U.K./Ireland , Germany and, to a lesser extent, Switzerland/Austria were only partially offset by decreased staffing levels in the Netherlands and (ii) annual wage increases;

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A decrease in external sales and marketing costs of $12.5 million or 1.5%, 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, and (iii) lower third-party costs in the Netherlands of $4.0 million related to the impact of rebranding costs incurred during 2015 following the acquisition of Ziggo ;

•	An increase in facilities expenses of $9.5 million or 4.6%, primarily due to higher rent and other facilities-related expenses, as increases in Central and Corporate , Germany, U.K./Ireland, Belgium and the Netherlands were only partially offset by a decrease in Switzerland/Austria;

•	An increase in information technology-related expenses of $9.2 million or 12.4%, primarily due to higher software and other information technology-related maintenance costs in Germany, Central and Corporate and Belgium that were only partially offset by a decrease in the Netherlands;

•	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; and

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A decrease in outsourced labor and professional fees of $4.9 million or 1.8%, due to the net effect of (i) increased legal costs in Central and Corporate and Belgium, (ii) a decrease in consulting costs, as decreases in Central and Corporate and U.K./Ireland were only partially offset by increases in Belgium and the Netherlands, and (iii) an increase in call center costs, primarily in the Netherlands and Belgium. The decrease in consulting costs includes (a) a decrease of $8.3 million associated with declines in the integration costs incurred in connection with the acquisitions of Ziggo and BASE and (b) a decrease of $2.6 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.

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

(b)	Amounts include incremental expense of $16.1 million and $69.3 million , respectively, related to the 2015 Award Modifications .

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

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(a)

The gain during 2016 is primarily attributable to the net effect of (i) a net gain associated with changes in the relative value of certain currencies and (ii) a net loss associated with changes in certain market interest rates. In addition, the gain during 2016 includes a net loss of $28.1 million resulting from changes in our credit risk valuation adjustments. The gain during 2015 is primarily attributable to net gains associated with (a) changes in the relative value of certain currencies and (b) changes in certain market interest rates. In addition, the gain during 2015 includes a net loss of $8.3 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.

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(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 .

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(a)	Represents the amount held by Liberty Global on a standalone basis.

(b)	Represents the aggregate amount held by subsidiaries that are outside of our borrowing groups.

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

(d)	The Virgin Media borrowing group includes certain subsidiaries of Virgin Media , but excludes the parent entity, Virgin Media Inc.

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(a)

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.

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(a)

The commitments included in this table do not reflect any liabilities that are included in our December 31, 2017 consolidated balance sheet other than debt and capital lease obligations. Our liability for uncertain tax positions in the various jurisdictions in which we operate ( $214.0 million at December 31, 2017 ) 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, 2017 . 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.

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

•	Costs associated with construction and installation activities;

•	Fair value measurements; and

•	Income tax accounting.

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Item 7A	. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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(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 £605 million ( $818 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 Virgin Media cross-currency and interest rate derivative contracts by approximately £61 million ( $82 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 Holding cross-currency and interest rate derivative contracts by approximately €518 million ( $623 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 Holding cross-currency and interest rate derivative contracts by approximately €285 million ( $343 million ); and

(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 Holding cross-currency and interest rate derivative contracts by approximately €91 million ( $109 million ).

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(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 €254 million ( $305 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 €81 million ( $98 million ).

(a)	Includes (i) the cash flows of our interest rate cap, swaption , 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 .

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

Item 9A.	CONTROLS AND PROCEDURES

Item 9B.	OTHER INFORMATION

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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, 2017 in 12 European countries.

We provide residential and business-to-business ( B2B ) communication services in (i) the United Kingdom ( U.K. ) and Ireland through Virgin Media Inc. ( Virgin Media ), (ii) Germany through Unitymedia GmbH ( Unitymedia ), (iii) Belgium and Luxembourg 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 ). Virgin Media , Unitymedia and UPC Holding are each wholly-owned subsidiaries of Liberty Global . In addition, through the December 31, 2016 completion of the VodafoneZiggo JV Transaction (as defined and described in note 5 ), we provided residential and B2B services in the Netherlands through VodafoneZiggo Holding B.V. ( VodafoneZiggo Holding ). Following the completion of the VodafoneZiggo JV Transaction , we own a 50 % noncontrolling interest in the VodafoneZiggo JV (as defined in note 5 ), which provides video, broadband internet, fixed-line telephony, mobile and B2B services in the Netherlands.

Prior to the completion of the Split-off Transaction (as defined and described in note 5 ), we also provided residential and B2B services in (i) 18 countries, predominantly in Latin America and the Caribbean, through Cable & Wireless Communications Limited ( C&W ), (ii) Chile through VTR.com SpA ( VTR ) and (iii) Puerto Rico through Liberty Cablevision of Puerto Rico LLC ( Liberty Puerto Rico ). C&W and VTR were wholly-owned subsidiaries, and Liberty Puerto Rico was an entity in which we held a 60.0 % ownership interest. C&W also provided (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 connected over 40 markets in that region. The operations of C&W , VTR , Liberty Puerto Rico and certain other entities that were associated with our businesses in Latin America and the Caribbean are collectively referred to here as the “ LiLAC Group .” As a result of the Split-off Transaction , the entities attributed to the LiLAC Group are reflected as discontinued operations in our December 31, 2016 consolidated balance sheet and our consolidated statements of operations and cash flows for all periods presented. Unless otherwise noted, the amounts presented in these notes relate only to our continuing operations.

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. Pursuant to the Split-off Transaction , the LiLAC Shares were redesignated as deferred shares (with virtually no economic rights) and transferred to a third party. For additional information regarding the Split-off Transaction , see note 5 .

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Accounting Changes

In March 2016, the Financial Accounting Standards Board ( FASB ) issued Accounting Standards Update ( 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. We adopted ASU 2016-09 on January 1, 2017. As a result of adopting this standard, we (i) recognized a cumulative effect adjustment to our accumulated deficit as of January 1, 2017 and (ii) retrospectively revised the presentation of our consolidated statements of cash flows to remove the operating cash outflows and financing cash inflows associated with excess tax benefits from share-based compensation. The cumulative effect adjustment, which totaled $ 15.3 million , represents the tax effect of deductions in excess of the financial reporting expense for share-based compensation that were not previously recognized for financial reporting purposes as these tax benefits were not realized as a reduction of income taxes payable.

In January 2017, the FASB issued ASU No. 2017-04, Simplifying the Test for Goodwill Impairment ( ASU 2017-04 ), which eliminates the requirement to estimate the implied fair value of a reporting unit’s goodwill as determined following the procedure that would be required in determining the fair value of assets acquired and liabilities assumed in a business combination. Instead, a company should recognize any goodwill impairment by comparing the fair value of a reporting unit to its carrying amount. We early-adopted ASU 2017-04 effective January 1, 2017. The adoption of ASU 2017-04 reduces the complexity surrounding the evaluation of our goodwill for impairment.

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. The most significant impacts of ASU 2014-09 on our revenue recognition policies relate to our accounting for (i) time-limited discounts and free service periods provided to our customers and (ii) certain upfront fees charged to our customers, as follows:

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When we enter into contracts to provide services to our customers, we often provide time-limited discounts or free service periods. Under current accounting standards, 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 for those contracts that contain substantive termination penalties will be accelerated, as the impact of the discounts or free service periods will be recognized uniformly over the contractual period. For contracts that do not have substantive termination penalties, we will continue to record the impacts of partial or full discounts during the applicable promotional periods.

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When we enter into contracts to provide services to our customers, we often charge installation or other upfront fees. Under current accounting rules, installation fees related to services provided over our cable networks are recognized as revenue during the period in 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 upfront 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 do not expect ASU 2014-09 to have a material impact on our consolidated 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 associated with contracts that have substantive termination penalties and a term of one year or more will be recognized as assets and amortized to operating costs and expenses over the

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applicable period benefited. Based on the current practices and contracts in effect in our various markets, we do not expect the initial impact of this accounting change to be significant.

We do not expect the adoption of ASU 2014-09 to have a significant impact on our revenue, operating expenses or financial position. In addition, we do not expect to make any significant changes to our internal control environment as a result of 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 right-of-use 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, although the FASB has proposed an additional transition method to simplify the 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. We will adopt ASU 2016-02 on January 1, 2019. Although we are currently evaluating the effect that ASU 2016-02 will have on our consolidated financial statements, the main impact of the adoption of this standard will be the recognition of right-of-use assets and lease liabilities in our consolidated balance sheets for those leases classified as operating leases under current accounting principles generally accepted in the U.S. ( U.S. GAAP ). For a summary of our undiscounted future minimum lease payments under operating leases as of December 31, 2017, see note 17 . We currently do not expect ASU 2016-02 to have a significant impact on our consolidated statements of operations or cash flows.

ASU 2017-07

In March 2017, the FASB issued ASU No. 2017-07, Improving the Presentation of the Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost ( ASU 2017-07 ), which changes the presentation of periodic benefit cost components. Under ASU 2017-07 , we will continue to present the service component of our net benefit cost as a component of operating income but will now present the other components of our net benefit cost, which can include credits, within non-operating income (expense) in our consolidated statements of operations. We will adopt ASU 2017-07 on January 1, 2018 on a retrospective basis. For information regarding our defined benefit plans, see note 15 .

Estimates

The preparation of financial statements in conformity with 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 certain costs between programming and other direct costs of services, other operating and SG&A expenses.

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.

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Cash and Cash Equivalents and Restricted Cash

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

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

Our significant non-cash investing and financing activities are disclosed in our consolidated statements of equity and in notes 4 , 5 , 7 , 9 , and 10 .

Trade Receivables

Our trade receivables are reported net of an allowance for doubtful accounts. Such allowance aggregated $ 96.1 million and $ 77.2 million at December 31, 2017 and 2016 , 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.

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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

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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, as well as our obligations under certain lease arrangements to restore the property to its original condition at the end of the lease term. Given the nature of our operations, most of our rights of way and certain leased premises are considered integral to our business. Accordingly, for most of our rights of way and certain lease agreements, the possibility is remote that we will incur significant removal costs in the foreseeable future and, as such, we do not have sufficient information to make a reasonable estimate of fair value for these asset retirement obligations.

As of December 31, 2017 and 2016 , the recorded value of our asset retirement obligations was $ 66.3 million and $ 61.1 million , respectively.

Intangible Assets

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

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

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 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. Any excess of the carrying amount over the fair value would be charged to operations as an impairment loss. A reporting unit is an operating segment or one level below an operating segment (referred to as a “component”). 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.

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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 manner. Interest and penalties related to income tax liabilities are included in income tax benefit or expense in our consolidated statements of operations.

The Tax Cuts and Jobs Act (the 2017 U.S. Tax Act ), which contains significant changes to the U.S. income tax regime, was signed into law on December 22, 2017. While we have limited U.S. operations, certain aspects of the 2017 U.S. Tax Act could have a meaningful impact on our income tax expense. For additional information regarding the 2017 U.S. Tax Act and 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 life of the subscriber relationship.

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.

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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. Imputed interest attributable to installment payments for delivered goods is included in revenue.

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. 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. 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 .

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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) from continuing operations attributable to holders of Liberty Global Shares and Old Liberty Global Shares are set forth below:

	Year ended December 31,
	2017				2016				2015
	in millions
Liberty Global Shares (a):
Earnings (loss) from continuing operations	$	( 1,865.5	)		$	1,994.5			$	( 137.9	)
Net earnings from continuing operations attributable to noncontrolling interests	( 78.1		)		( 33.7		)		( 29.6		)
Net earnings (loss) from continuing operations attributable to Liberty Global shareholders	$	( 1,943.6	)		$	1,960.8			$	( 167.5	)
Old Liberty Global Shares (b):
Loss from continuing operations									$	( 963.3	)
Net earnings from continuing operations attributable to noncontrolling interests									( 65.6		)
Net loss from continuing operations attributable to Liberty Global shareholders									$	( 1,028.9	)

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(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 relate to the period from January 1, 2015 through June 30, 2015.

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

	Year ended December 31,
	2017			2016			2015
Weighted average shares outstanding:
Liberty Global Shares (a):
Basic	847,894,601			889,790,968			864,721,483
Diluted	847,894,601			899,969,654			864,721,483
Old Liberty Global Shares — basic and diluted (b)							884,040,481

_______________

(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 relates to the period from January 1, 2015 through June 30, 2015.

Liberty Global Shares

We reported a loss from continuing operations attributable to holders of Liberty Global Shares for the year ended December 31, 2017 . Therefore, the potentially dilutive effect at December 31, 2017 of certain share awards 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, because such awards had not yet met the applicable performance criteria, including (i) approximately 53.7 million shares issuable pursuant to outstanding options, SAR s and RSU s and (ii) approximately 6.2 million shares issuable pursuant to PSU s.

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)	$	1,960.8
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)	$	1,962.5
Denominator:
Weighted average ordinary shares (basic EPS computation)	889,790,968
Incremental shares attributable to the assumed exercise and vesting of share incentive awards (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 certain 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, including (i) approximately 43.3 million shares issuable pursuant to outstanding options, SAR s, PSAR s and RSU s, (ii) approximately 4.5 million shares issuable pursuant to PSU s and PGUs and (iii) approximately 2.7 million shares issuable pursuant to obligations that may be settled in cash or shares.

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Old Liberty Global Shares

Pending Acquisition

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 3.0 billion Polish zlotys ( $ 863.8 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 transaction is subject to customary closing conditions, including regulatory approval. On October 18, 2017, the Polish regulator issued a statement of objection against the proposed transaction on the basis that such transaction could restrict competition in a number of cities across the country. We are in the process of responding to the Polish regulator’s statement of objections and, as part of that response, we are discussing possible binding commitments, including potential asset disposals, that we would enter into to secure the regulator’s approval of the transaction. The final purchase price is subject to further downward adjustments for (i) any such remedy disposals that are required to be made and (ii) the operational and financial performance of Multimedia prior to closing. We are currently uncertain as to the timing of closing this transaction.

2017 Acquisition

SFR BeLux . On June 19, 2017, Telenet acquired Coditel Brabant sprl, operating under the SFR brand ( SFR BeLux ), for a cash and debt free purchase price of € 369.0 million ( $ 410.3 million at the applicable rates) (the SFR BeLux Acquisition ), after post-closing adjustments. SFR BeLux provides cable services to households and businesses in Belgium (Brussels and Wallonia regions) and Luxembourg and offers mobile services in Belgium through a mobile virtual network operator ( MVNO ) agreement with BASE , as defined and described below. The SFR BeLux Acquisition was funded through a combination of € 210.0 million ( $ 234.3 million at the transaction date) of borrowings under the Telenet Credit Facility (as defined and described in note 10 ) and existing liquidity of Telenet .

2016 Acquisitions

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 ). At the time, BASE was the third-largest mobile network operator in Belgium. Telenet completed the BASE Acquisition in order to gain 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 ). In February 2016, Telenet completed the sale of its stake in Viking , and in October 2017, Telenet completed the sale of the JIM Mobile customer base.

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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 (b)	115.0
Trademarks (b)	40.7
Other assets, net	10.5
Accrued and current liabilities	( 290.0		)
Long-term liabilities	( 93.4		)
Total purchase price (c)	$	1,494.3

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(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) estimated synergy benefits through the integration of BASE with Telenet .

(b)	As of February 11, 2016 , the weighted average useful life of BASE ’s mobile spectrum, customer relationships and trademarks was approximately 11 years, seven years and 20 years, respectively.

(c)	Excludes direct acquisition costs of $ 17.1 million , including $ 7.1 million and $ 10.0 million incurred during 2016 and 2015, respectively, which are included in impairment, restructuring and other operating items, net, in our consolidated statements of operations.

C&W . On May 16, 2016 , we acquired C&W for shares of Liberty Global (the C&W Acquisition ). Under the terms of the transaction, C&W 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, C&W declared a special cash dividend (the Special Dividend ) to its shareholders in the amount of £ 0.03 ( $ 0.04 at the transaction date) per C&W share. C&W was attributed to the LiLAC Group and, accordingly, as a result of the Split-off Transaction (as defined and described in note 5 ), is included within our discontinued operations for all applicable periods presented in these consolidated financial statements.

For accounting purposes, the C&W Acquisition was treated as the acquisition of C&W by Liberty Global . In this regard, the equity and cash consideration paid to acquire C&W 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

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(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 C&W shareholders in connection with the C&W 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 C&W share paid pursuant to the scheme of arrangement based on 4,433,222,313 outstanding shares of C&W on May 16, 2016 .

Due to the fact that C&W was attributed to the LiLAC Group , the use of Liberty Global Shares as partial consideration for the C&W Acquisition created 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 shareholders of Liberty Global Shares on a pro-rata basis (the LiLAC Distribution ), thereby eliminating this inter-group interest. The LiLAC Distribution was accounted for prospectively effective July 1, 2016.

Pro Forma Information

The following unaudited pro forma consolidated operating results give effect to the BASE Acquisition as if it had been completed as of January 1, 2015 . These pro forma amounts, which relate only to our continuing operations, are not necessarily indicative of the operating results that would have occurred if this transaction 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	$	17,359.4			$	17,743.0
Net earnings (loss) from continuing operations attributable to Liberty Global shareholders:
Liberty Global Shares (a)	$	1,957.3			$	( 127.7	)
Old Liberty Global Shares (b)	—				( 1,045.7		)
Total	$	1,957.3			$	( 1,173.4	)
Basic earnings (loss) from continuing operations attributable to Liberty Global shareholders per share:
Liberty Global Shares (a):
Basic	$	2.20			$	( 0.15	)
Diluted	$	2.18			$	( 0.15	)
Old Liberty Global Shares (b):
Basic and diluted					$	( 1.18	)

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(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.

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Pending Disposal

On December 22, 2017, we reached an agreement to sell our Austrian operations, “ UPC Austria ,” to a third party for a total enterprise value of approximately € 1.9 billion ( $ 2.3 billion ), subject to customary debt and working capital adjustments at completion. Closing of the transaction is subject to regulatory approval, which is not expected until the second half of 2018. The proceeds from the sale are expected to be used for general corporate purposes, which may include leverage reduction for the remaining UPC Holding borrowing group, re-investment into our business and support for our share repurchase program. In our segment presentation, UPC Austria is included in our Switzerland/Austria segment.

In addition, we have agreed to provide certain transitional services for a period of up to four years . These services principally comprise network and information technology-related functions. The annual charges will depend on the actual level of services required by the purchaser. Liberty Global will also allow the use of the UPC brand for a transitional period of up to three years as part of the transaction.

Effective with the signing of the agreement, we began accounting for UPC Austria as held for sale. Accordingly, we no longer depreciate or amortize the long-lived assets of UPC Austria . We have not presented UPC Austria as a discontinued operation as this transaction does not represent a strategic shift that will have a major effect on our financial results or operations. Long-lived assets classified as held for sale are measured at the lower of carrying amount or fair value less cost to sell. Since the aggregate carrying value of UPC Austria is less than the estimated fair value less cost to sell, no adjustment to the carrying value was necessary. The carrying amounts of the major classes of assets and liabilities that are classified as held for sale at December 31, 2017 are summarized below (in millions):

Assets:
Current assets other than cash	$	29.2
Property and equipment, net	451.9
Goodwill	732.2
Other assets, net	3.2
Total assets	$	1,216.5
Liabilities:
Current portion of debt and capital lease obligations	$	0.8
Other accrued and current liabilities	77.7
Other long-term liabilities	77.8
Total liabilities	$	156.3

Our consolidated statements of operations include aggregate earnings before income taxes attributable to UPC Austria of $ 130.3 million , $ 125.1 million and $ 115.8 million for 2017 , 2016 and 2015 , respectively, and aggregate earnings before income taxes attributable to Liberty Global shareholders of $ 123.8 million , $ 118.2 million and $ 111.5 million , respectively.

Discontinued Operations

On December 29, 2017, in order to effect the split-off of the LiLAC Group (the Split-off Transaction ), we distributed 100 % of the common shares (the Distribution ) of Liberty Latin America Ltd. ( Liberty Latin America ) to the holders of LiLAC Shares . Just prior to the completion of the Split-off Transaction , all of the businesses, assets and liabilities of the LiLAC Group were transferred to Liberty Latin America , which was then a wholly-owned subsidiary of Liberty Global . Following the Distribution , the LiLAC Shares were redesignated as deferred shares (with virtually no economic rights) and Liberty Latin America became an independent publicly-traded company that is no longer consolidated by Liberty Global . Accordingly, the entities comprising the LiLAC Group are reflected as discontinued operations in (i) our December 31, 2016 consolidated balance sheet and (ii) our consolidated statements of operations and cash flows for all periods presented. No gain or loss has been recognized in connection with the Split-off Transaction .

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In connection with the Split-off Transaction , we entered into several agreements with Liberty Latin America (the Split-off Agreements ). The following summarizes the material agreements:

•

a reorganization agreement (the Reorganization Agreement ), which provides for, among other things, the principal corporate transactions (including the internal restructuring) required to effect the Split-off Transaction , certain conditions to the Split-off Transaction and provisions governing the relationship between Liberty Global and Liberty Latin America with respect to and resulting from the Split-off Transaction ;

•	a tax sharing agreement (the Tax Sharing Agreement ), which governs the parties’ respective rights, responsibilities and obligations with respect to taxes and tax benefits, the filing of tax returns, the control of audits and other tax matters;

•

a services agreement (the Services Agreement ), pursuant to which, for up to two years following the Split-off Transaction , with the option to renew for a one -year period, Liberty Global will provide Liberty Latin America with specified services, including access to Liberty Global ’s procurement team and tools to leverage scale and take advantage of joint purchasing opportunities, certain management services, other services to support Liberty Latin America ’s legal, tax, accounting and finance departments, and certain technical and information technology services (including software development services associated with Horizon TV , our next generation multimedia home gateway, management information systems, computer, data storage, and network and telecommunications services);

•	a sublease agreement (the Sublease Agreement ), pursuant to which Liberty Latin America will sublease office space from Liberty Global in Denver, Colorado until May 31, 2031, subject to customary termination and notice provisions; and

•	a facilities sharing agreement (the Facilities Sharing Agreement ), pursuant to which, for as long as the Sublease Agreement remains in effect, Liberty Latin America will pay a fee for the usage of certain facilities at the office space in Denver, Colorado.

The summarized financial position of the LiLAC Group as of December 31, 2016 is as follows (in millions):

Assets:
Cash and cash equivalents	$	552.6
Trade receivables, net	531.6
Other current assets	403.6
Total current assets	1,487.8
Property and equipment, net	3,860.9
Goodwill	6,302.6
Intangible assets subject to amortization, net	1,234.5
Other assets	1,280.4
Total assets (a)	$	14,166.2
Liabilities:
Current liabilities	$	1,325.5
Long-term debt and capital lease obligations	5,897.1
Other long-term liabilities	1,210.2
Total liabilities (a)	$	8,432.8

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(a)	Excludes intercompany payables and receivables that are eliminated within Liberty Global ’s consolidated financial statements.

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

	Year ended December 31,
	2017 (a)				2016 (a)				2015 (a)
	in millions, except per share amounts
Revenue	$	3,590.0			$	2,723.8			$	1,217.3
Operating income (loss)	$	( 148.4	)		$	319.1			$	248.1
Earnings (loss) before income taxes and noncontrolling interests	$	( 651.1	)		$	( 98.1	)		$	92.3
Income tax expense	$	( 204.0	)		$	( 129.1	)		$	( 40.6	)
Net (earnings) loss attributable to noncontrolling interests	$	20.6			$	( 28.3	)		$	( 7.8	)
Net earnings (loss) attributable to Liberty Global shareholders, net of taxes, attributable to holders of:
LiLAC Shares	$	( 834.5	)		$	( 255.5	)		$	17.2
Old Liberty Global Shares									$	26.7
Basic and diluted earnings (loss) attributable to Liberty Global shareholders per share:
LiLAC Shares	$	( 4.86	)		$	( 2.30	)		$	0.39
Old Liberty Global Shares									$	0.03

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

The weighted average shares outstanding used in the computation of basic and diluted earnings or loss attributable to Liberty Global shareholders per share are set forth below:

	Year ended December 31,
	2017			2016			2015
LiLAC Shares:
Basic	171,846,133			110,868,650			43,915,757
Diluted	171,846,133			110,868,650			44,235,275
Old Liberty Global Shares — basic and diluted							884,040,481

We reported losses attributable to holders of LiLAC Shares during the years ended December 31, 2017 and 2016. Therefore, the potentially dilutive effect of certain share-based incentive awards with respect to LiLAC Shares 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.

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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

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

On January 4, 2017, in connection with the completion of the VodafoneZiggo JV Transaction , our company received cash of € 2.2 billion ( $ 2.4 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 VodafoneZiggo 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 was subject to post-closing adjustments. At December 31, 2016, our right to receive this cash is reflected as a current receivable from the VodafoneZiggo JV in our consolidated balance sheet. During the second quarter of 2017, the equalization payment amount was finalized, resulting in the receipt of an additional € 3.9 million ( $ 4.5 million at the transaction date) from Vodafone .

In connection with the VodafoneZiggo JV Transaction , we recognized a pre-tax gain during 2016 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 VodafoneZiggo Holding (including the related foreign currency translation loss) from the sum of (i) the fair value assigned to our 50 % interest in the VodafoneZiggo JV and (ii) the cash received pursuant to the equalization payment, includes $ 260.4 million related to the remeasurement of our retained investment in VodafoneZiggo Holding . In connection with the aforementioned finalization of the equalization payment, we recognized an additional pre-tax gain of $ 4.5 million during the second quarter of 2017. For information regarding our approach to the valuation of our interest in the VodafoneZiggo JV , see note 8 .

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

The details of our investments are set forth below:

		December 31,
Accounting Method		2017				2016
		in millions
Equity (a):
VodafoneZiggo JV (b)		$	4,162.8			$	4,186.6
Other		161.8				140.9
Total — equity		4,324.6				4,327.5
Fair value:
ITV plc ( ITV ) — subject to re-use rights		892.0				1,015.4
Sumitomo Corporation ( Sumitomo )		776.5				538.4
Lions Gate Entertainment Corp ( Lionsgate )		163.9				128.6
ITI Neovision S.A. ( ITI Neovision )		161.9				129.3
Casa Systems, Inc. ( Casa )		76.3				39.1
Other		244.7				206.4
Total — fair value		2,315.3				2,057.2
Cost		31.5				4.0
Total		$	6,671.4			$	6,388.7

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(a)	At December 31, 2017 and 2016 , the aggregate carrying amounts of our equity method investments did not materially exceed our proportionate share of the respective investees’ net assets.

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(b)

Amounts include a related-party note receivable (the VodafoneZiggo JV Receivable ) with a principal amount of $ 1,081.9 million and $ 1,054.7 million , respectively, due from a subsidiary of the VodafoneZiggo JV (as defined below) to a subsidiary of Liberty Global . The VodafoneZiggo JV Receivable bears interest at 5.55 % and requires € 100.0 million ( $ 120.2 million ) of principal to be paid annually during the first three years of the agreement, with the remaining principal due on January 16, 2027. In this regard, we received a € 100.0 million ( $ 118.5 million at the transaction date) principal payment on the VodafoneZiggo JV Receivable in December 2017. The accrued interest on the VodafoneZiggo JV Receivable will be payable in a manner mutually agreed upon by Liberty Global and the VodafoneZiggo JV . During 2017 , interest accrued on the VodafoneZiggo JV Receivable was $ 64.3 million , all of which has been cash settled.

Equity Method Investments

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

	December 31,
	2017				2016				2015
	in millions
VodafoneZiggo JV (a)	$	70.1			$	—			$	—
Other	25.1				111.6				54.3
Total	$	95.2			$	111.6			$	54.3

_______________

(a)

Amounts include the net effect of (i) 100 % of the interest income earned on the VodafoneZiggo JV Receivable , (ii) 100 % of the share-based compensation expense associated with Liberty Global awards held by VodafoneZiggo JV employees who were formerly employees of Liberty Global , as these awards remain our responsibility, and (iii) our 50 % share of the remaining results of operations of the VodafoneZiggo JV .

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

In connection with the formation of the VodafoneZiggo 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 VodafoneZiggo JV .

The Shareholders Agreement also provides (i) for a dividend policy that requires the VodafoneZiggo JV to distribute all unrestricted cash to the Shareholder s every two months (subject to the VodafoneZiggo JV maintaining a minimum amount of cash and complying with the terms of its financing arrangements) and (ii) that the VodafoneZiggo JV will be managed with a leverage ratio of between 4.5 and 5.0 times EBITDA (as calculated pursuant to its existing financing arrangements) with the VodafoneZiggo JV undertaking periodic recapitalizations and/or refinancings accordingly.

Each Shareholder has the right to initiate an initial public offering ( IPO ) of the VodafoneZiggo JV after December 31, 2019, 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 VodafoneZiggo JV to third parties until December 31, 2020. After December 31, 2020, each Shareholder will be able to initiate a sale of all of its interest in the VodafoneZiggo JV to a third party and, under certain circumstances, initiate a sale of the entire VodafoneZiggo JV , subject, in each case, to a right of first offer in favor of the other Shareholder .

During the first quarter of 2017, we paid $ 162.6 million of VAT on behalf of the VodafoneZiggo JV associated with the termination of a services agreement with Ziggo Group Holding B.V. that was in effect prior to the closing of the VodafoneZiggo JV Transaction . This advance was repaid during the first quarter of 2017. In addition, during 2017, we received dividends from the VodafoneZiggo JV aggregating $ 252.8 million , which were accounted for as returns on capital for purposes of our consolidated statement of cash flows.

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Pursuant to an agreement entered into in connection with the formation of the VodafoneZiggo JV (the Framework Agreement ), Liberty Global provides certain services to the VodafoneZiggo JV on a transitional or ongoing basis (collectively, the 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 may be terminated by either party, subject to specified notice periods. The JV Services provided by Liberty Global consist primarily of (i) technology and other services and (ii) capital-related expenditures for assets that will be used by, or will otherwise benefit, the VodafoneZiggo JV . Liberty Global charges both fixed and usage-based fees to the VodafoneZiggo JV for the JV Services provided during the term of the Framework Agreement . During 2017 , we recorded revenue of $ 132.4 million related to the JV Services . In addition, at December 31, 2017 , $ 33.3 million was due from the VodafoneZiggo JV , primarily related to (a) services performed under the Framework Agreement and (b) amounts incurred by Liberty Global for certain equipment and licenses purchased on behalf of the VodafoneZiggo JV . This amount, which is periodically cash settled, is included in other current assets in our consolidated balance sheet. The minimum fees related to the JV Services are expected to be approximately € 100 million ( $ 120 million ) and € 75 million ( $ 90 million ) during 2018 and 2019, respectively.

The mobile and fixed-line operations of the VodafoneZiggo JV are experiencing significant competition. In particular, the mobile operations of the VodafoneZiggo JV continue to experience competitive pressure on pricing, characterized by aggressive promotion campaigns, heavy marketing efforts and increasing or unlimited data bundles. If the adverse impacts of economic, competitive, regulatory or other factors were to cause significant deterioration of the results of operations or cash flows of the VodafoneZiggo JV , we could conclude in future periods that our investment in the VodafoneZiggo JV is impaired or management of the VodafoneZiggo JV could conclude that an impairment of the VodafoneZiggo JV goodwill and, to a lesser extent, long-lived assets, is required. Any such impairment of the VodafoneZiggo JV ’s goodwill or our investment in the VodafoneZiggo JV would be reflected as a component of share of results of affiliates, net, in our consolidated statement of operations. Our share of any such impairment charges could be significant.

The summarized results of operations of the VodafoneZiggo JV for the year ended December 31, 2017 are set forth below (in millions):

Revenue	$	4,537.7
Loss before income taxes	$	( 371.8	)
Net loss	$	( 265.7	)

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

	December 31,
	2017				2016
	in millions
Current assets	$	823.4			$	3,785.1
Long-term assets	24,076.8				22,109.0
Total assets	$	24,900.2			$	25,894.1
Current liabilities	$	2,631.7			$	4,808.1
Long-term liabilities	16,110.4				14,822.0
Owners’ equity	6,158.1				6,264.0
Total liabilities and owners’ equity	$	24,900.2			$	25,894.1

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Fair Value Investments

ITV . At December 31, 2017 and 2016 , we owned 398,515,510 shares of 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, 2017, 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, 2017 and 2016 , we owned 45,652,175 shares of Sumitomo common stock. Our Sumitomo shares represent less than 5 % of Sumitomo ’s outstanding common stock at March 31, 2017, 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, 2017 and 2016 , we owned a 17.0 % interest in ITI Neovision , a privately-held direct-to-home ( DTH ) operator in Poland.

Lionsgate . At December 31, 2017 and 2016 , we owned 2.5 million voting and 2.5 million non-voting shares of Lionsgate common stock, originally purchased at a price of $ 39.02 per share, for an investment of $ 195.1 million . The aggregate purchase price of the Lionsgate shares was financed using working capital, including $ 70.9 million of cash received pursuant to a variable prepaid forward transaction with respect to 1.25 million of our voting and 1.25 million of our non-voting Lionsgate shares (the Lionsgate Forward ). At December 31, 2017 , our Lionsgate shares represented less than 5 % of the total outstanding shares of Lionsgate . For additional information regarding the Lionsgate Forward , see note 7 .

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 primarily with respect to the U.S. dollar ( $ ), the euro ( € ), the British pound sterling ( £ ), the Swiss franc ( CHF ), the Czech koruna ( CZK ), the Hungarian forint ( HUF ), the the Polish zloty ( PLN ) and the Romanian lei ( RON ). With the exception of a limited number of our foreign currency forward contracts, we do not apply hedge accounting to our derivative instruments. Accordingly, changes in the fair values of most of our derivative instruments are recorded in realized and unrealized gains or losses on derivative instruments, net, in our consolidated statements of operations.

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

	December 31, 2017												December 31, 2016
	Current (a)				Long-term (a)				Total				Current (a)				Long-term (a)				Total
	in millions
Assets:
Cross-currency and interest rate derivative contracts (b)	$	559.1			$	1,171.4			$	1,730.5			$	337.5			$	2,123.1			$	2,460.6
Equity-related derivative instruments (c)	—				560.9				560.9				37.1				486.9				524.0
Foreign currency forward and option contracts	16.4				0.1				16.5				30.7				14.1				44.8
Other	0.5				0.6				1.1				0.2				0.3				0.5
Total	$	576.0			$	1,733.0			$	2,309.0			$	405.5			$	2,624.4			$	3,029.9
Liabilities:
Cross-currency and interest rate derivative contracts (b)	$	239.1			$	1,866.4			$	2,105.5			$	239.1			$	999.6			$	1,238.7
Equity-related derivative instruments (c)	5.4				—				5.4				8.6				—				8.6
Foreign currency forward and option contracts	7.7				0.2				7.9				4.7				0.1				4.8
Other	—				—				—				—				0.1				0.1
Total	$	252.2			$	1,866.6			$	2,118.8			$	252.4			$	999.8			$	1,252.2

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(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 relating to our and our counterparties’ nonperformance in the fair value assessment of our derivative instruments. In all cases, the adjustments take into account offsetting liability or asset positions within each of our subsidiary borrowing groups (as defined and described in note 10 ). The changes in the credit risk valuation adjustments associated with our cross-currency and interest rate derivative contracts resulted in a net gain of $ 233.7 million during 2017 and net losses of $ 28.1 million and $ 8.3 million during 2016 and 2015 , 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 (the Sumitomo Collar ) with respect to a portion of the shares of Sumitomo held by our company, and (iii) the Lionsgate Forward . 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.

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

	Year ended December 31,
	2017				2016				2015
	in millions
Cross-currency and interest rate derivative contracts	$	( 1,506.1	)		$	716.2			$	855.7
Equity-related derivative instruments:
ITV Collar	215.0				351.5				( 222.6		)
Sumitomo Collar	( 77.4		)		( 25.6		)		( 20.3		)
Lionsgate Forward	( 11.4		)		10.1				14.5
Other	( 3.9		)		1.6				0.7
Total equity-related derivative instruments	122.3				337.6				( 227.7		)
Foreign currency forward and option contracts	( 29.0		)		18.1				( 9.0		)
Other	0.8				( 0.9		)		0.9
Total	$	( 1,412.0	)		$	1,071.0			$	619.9

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

	Year ended December 31,
	2017				2016				2015
	in millions
Operating activities	$	53.6			$	47.9			$	( 225.9	)
Investing activities	( 0.5		)		( 2.9		)		15.6
Financing activities	( 102.5		)		( 251.5		)		( 301.2		)
Total	$	( 49.4	)		$	( 206.5	)		$	( 511.5	)

Counterparty Credit Risk

We are exposed to the risk that the counterparties to the derivative instruments of our subsidiary borrowing groups will default on their obligations to us. We manage these credit risks through the evaluation and monitoring of the creditworthiness of, and concentration of risk with, the respective counterparties. In this regard, credit risk associated with our derivative instruments is spread across a relatively broad counterparty base of banks and financial institutions. 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, 2017 , our exposure to counterparty credit risk included derivative assets with an aggregate fair value of $ 330.8 million .

Each of our subsidiary borrowing groups have entered into derivative instruments under master agreements with each counterparty that contain master netting arrangements that are applicable in the event of early termination by either party to such derivative instrument. The master netting arrangements are limited to the derivative instruments and derivative-related debt 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

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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

Cross-currency Derivative Contracts

As noted above, we are exposed to foreign currency exchange rate risk in situations where our debt is denominated in a currency other than the functional currency of the operations whose cash flows support our ability to repay or refinance such debt. Although we generally seek to match the denomination of our subsidiaries’ borrowings with the functional currency of the operations that are supporting the respective borrowings, market conditions or other factors may cause us to enter into borrowing arrangements that are not denominated in the functional currency of the underlying operations (unmatched debt). Our policy is generally to provide for an economic hedge against foreign currency exchange rate movements by using derivative instruments to synthetically convert unmatched debt into the applicable underlying currency. At December 31, 2017 , substantially all of our debt was either directly or synthetically matched to the applicable functional currencies of the underlying operations. The following table sets forth the total notional amounts and the related weighted average remaining contractual lives of our cross-currency swap contracts at December 31, 2017 :

Borrowing group			Notional amount due from counterparty				Notional amount due to counterparty					Weighted average remaining life
			in millions									in years
Virgin Media			$	400.0			€	339.6				5.0
			$	8,933.0			£	5,844.3			(a) (b)	5.7
			£	2,396.1			$	3,450.0			(a)	7.0
UPC Holding			$	2,765.0			€	2,276.7				6.8
			$	1,200.0			CHF	1,107.5			(b)	7.2
			€	2,521.2			CHF	2,901.0			(b)	6.0
			€	418.5			CZK	11,521.8				2.5
			€	488.0			HUF	138,437.5				4.0
			€	851.6			PLN	3,604.5				3.7
			€	225.9			RON	650.0				4.1
Unitymedia			$	3,155.0			€	2,603.5				6.6
Telenet			$	2,895.0			€	2,587.7			(b)	7.3

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(a)	Includes certain derivative instruments that do not involve the exchange of notional amounts at the inception and maturity of the instruments. Accordingly, the only cash flows associated with these derivative instruments are coupon-related payments and receipts. At December 31, 2017 , the total U.S. dollar equivalents of the notional amount of these derivative instruments were $ 3.7 billion .

(b)	Includes certain derivative instruments that are “forward-starting,” such that the initial exchange occurs at a date subsequent to December 31, 2017 . These instruments are typically entered into in order to extend existing hedges without the need to amend existing contracts.

Interest Rate Swap Contracts

As noted above, we enter into interest rate swaps to protect against increases in the interest rates on our variable-rate debt. The following table sets forth the total U.S. dollar equivalents of the notional amounts and the related weighted average remaining contractual lives of our interest rate swap contracts at December 31, 2017 :

		Borrowing group pays fixed rate (a)						Borrowing group receives fixed rate
Borrowing group		Notional amount				Weighted average remaining life		Notional amount				Weighted average remaining life
		in millions				in years		in millions				in years
Virgin Media		$	18,236.1			4.1		$	11,228.5			6.1
UPC Holding		$	5,149.5			5.8		$	2,746.7			7.8
Unitymedia		$	8,573.9			3.6		$	6,071.9			5.4
Telenet		$	3,795.2			6.0		$	1,715.5			5.7

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(a)	Includes forward-starting derivative instruments.

Interest Rate Swap Options

We have entered into various interest rate swap options ( swaption s ), which give us the right, but not the obligation, to enter into certain interest rate swap contracts at set dates in the future, with each such contract having a life of no more than three years. At the transaction date, the strike rate of each of these contracts was above the corresponding market rate. The following table sets forth certain information regarding our swaption s at December 31, 2017 :

Borrowing group		Notional amount				Underlying swap currency		Weighted average option expiration period (a)		Weighted average strike rate (b)
		in millions						in years
Virgin Media		$	7,183.9			£		1.7		2.45 %
UPC Holding		$	986.6			CHF		1.0		1.11 %
Unitymedia		$	4,276.3			€		1.9		1.88 %

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(a)	Represents the weighted average period until the date on which we have the option to enter into the interest rate swap contracts.

(b)	Represents the weighted average interest rate that we would pay if we exercised our option to enter into the interest rate swap contracts.

Basis Swaps

Our basis swaps involve the exchange of attributes used to calculate our floating interest rates, including (i) the benchmark rate, (ii) the underlying currency and/or (iii) the borrowing period. We typically enter into these swaps to optimize our interest rate profile based on our current evaluations of yield curves, our risk management policies and other factors. The following table sets forth the total U.S. dollar equivalents of the notional amounts and related weighted average remaining contractual lives of our basis swap contracts at December 31, 2017 :

Borrowing group		Notional amount due from counterparty				Weighted average remaining life
		in millions				in years
Virgin Media (a)		$	4,617.2			1.0
UPC Holding (a)		$	1,975.0			1.0
Unitymedia (a)		$	1,705.0			0.9
Telenet		$	1,300.0			1.0

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(a)	Includes forward-starting derivative instruments.

Interest Rate Caps and Collars

We enter into interest rate cap and collar agreements that lock in a maximum interest rate if variable rates rise, but also allow our company to benefit, to a limited extent in the case of collars, from declines in market rates. At December 31, 2017 , the total U.S. dollar equivalents of the notional amounts of our interest rate caps and collars were $ 169.1 million and $ 682.2 million , respectively.

Impact of Derivative Instruments on Borrowing Costs

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

			Increase (decrease) to borrowing costs at December 31, 2017 (a)
Virgin Media			( 0.31	)%
UPC Holding			0.42	%
Unitymedia			( 0.48	)%
Telenet			( 0.24	)%
Total decrease to borrowing costs			( 0.21	)%

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(a)	Represents the effect of derivative instruments in effect at December 31, 2017 and does not include forward-starting derivative instruments or swaption s.

Foreign Currency Forwards and Options

Certain of our subsidiaries enter into foreign currency forward and option contracts with respect to non-functional currency exposure. As of December 31, 2017 , the total U.S. dollar equivalents of the notional amount of foreign currency forward and option contracts was $ 712.1 million .

Equity-related Derivative Instruments

ITV Collar and Secured Borrowing . The ITV Collar comprises (i) purchased put options exercisable by our company, 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, 2017 was a net asset of $ 527.3 million , which is classified as non-current in our consolidated balance sheet. During 2017, the ITV Collar was restructured and now has settlement dates ranging from 2020 to 2022.

The ITV Collar and related agreements also provide our company with the ability to borrow against the value of its ITV shares. At December 31, 2017 , 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 , 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, 2017 ).

Sumitomo Collar and Secured Borrowing. The Sumitomo Collar comprises purchased put options exercisable by our company and written call options exercisable by the counterparty with respect to a portion of the Sumitomo shares owned by Liberty Programming Japan . The fair value of the Sumitomo Collar as of December 31, 2017 was a net asset of $ 19.6 million .

The Sumitomo Collar and related agreements also provide our company with the ability to borrow funds on a secured basis. Borrowings under these agreements (the Sumitomo Collar Loan ) are secured by 20 % of our Sumitomo shares. The Sumitomo Collar and the Sumitomo Collar Loan each mature in five equal semi-annual installments, the first of which became due on May 22, 2016. With respect to the first four settlement dates, our company borrowed shares of Sumitomo pursuant to a securities lending arrangement (the Sumitomo Share Loan ), and such shares were used to settle the applicable installments due on the Sumitomo Collar Loan . The following table provides the aggregate market value of the borrowed Sumitomo shares on the applicable settlement dates:

Installment date			Aggregate market value of borrowed Sumitomo shares
			in millions
May 22, 2016			$	91.4
November 22, 2016			$	110.6
May 22, 2017			$	117.4
November 22, 2017			$	135.7

The Sumitomo Share Loan , which we have elected to account for at fair value, matures on the fifth anniversary of the respective borrowing date. 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 80 % of our Sumitomo shares.

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Lionsgate Forward and Secured Borrowing. The Lionsgate Forward has economic characteristics similar to a collar plus a loan that is collateralized by a pledge of 1.25 million of our voting and 1.25 million of our non-voting Lionsgate shares (the Lionsgate Loan ). 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 . The Lionsgate Forward effectively hedges the value of our pledged 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, 2017 was a net asset of $ 12.1 million . The Lionsgate Forward has settlement dates ranging from July 2019 through March 2022.

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, 2017 likely will not represent the value that will be paid or received upon the ultimate settlement or disposition of these assets and liabilities.

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 the fourth quarter of 2017 , our investment in Casa was transferred from Level 3 to Level 1 in connection with an initial public offering that was completed by Casa . For additional information on our investment in Casa , see note 6 .

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

For our investments in publicly-traded companies, the recurring fair value measurements are based on the quoted closing price of the respective shares at each reporting date. Accordingly, the valuations of these investments fall under Level 1 of the fair value hierarchy. Our other investments that we account for at fair value are privately-held companies, and therefore, quoted market prices are unavailable. The valuation technique we use for such investments is a combination of an income approach (discounted cash flow model based on forecasts) and a market approach (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.

For the Sumitomo Share Loan , the primary input for this recurring fair value measurement is the quoted market price of the borrowed shares of Sumitomo . Accordingly, 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 standard option pricing models, which require the input of observable and unobservable variables such as exchange-traded equity prices, risk-free interest rates, dividend forecasts and forecasted volatilities of the underlying equity securities. The valuations of our equity-related derivative instruments are based on a combination of Level 1 inputs (exchange-traded equity prices), Level 2 inputs (interest rate futures and swap rates) and Level 3 inputs (forecasted volatilities). As changes in volatilities could have a significant impact on the overall valuations over the terms of the derivative instruments, we have determined that these valuations fall under Level 3 of the fair value hierarchy. At December 31, 2017 , our equity-related derivatives were not significantly impacted by forecasted volatilities.

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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 certain swaption s, most of the inputs to these discounted cash flow models consist of, or are derived from, observable Level 2 data for substantially the full term of these instruments. This observable data mostly includes currency rates, interest rate futures and swap rates, which are retrieved or derived from available market data. Although we may extrapolate or interpolate this data, we do not otherwise alter this data in performing our valuations. We 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. Effective January 1, 2017, we incorporated a Monte Carlo based approach into our calculation of the value assigned to the risk that we or our counterparties will default on our respective derivative obligations. Previously, we used a static calculation derived from our most current mark-to-market valuation to calculate the impact of counterparty credit risk. The adoption of a Monte Carlo based approach did not have a material impact on the overall fair value of our derivative instruments. The inputs used for our credit risk valuations, including our and our counterparties’ credit spreads, represent our most significant Level 3 inputs, and these inputs are used to derive the credit risk valuation adjustments with respect to these instruments. As we would not expect these parameters to have a significant impact on the valuations of these instruments, we have determined that these valuations (other than the valuations of the aforementioned swaption s) fall under Level 2 of the fair value hierarchy. Due to the lack of Level 2 inputs for the swaption valuations, we believe these valuations fall 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 acquisition accounting, impairment assessments and the accounting for our initial investment in the VodafoneZiggo JV . The nonrecurring valuations associated with acquisition accounting and our initial investment in the VodafoneZiggo JV primarily included the valuation of reporting units, customer relationship and other intangible assets and property and equipment. Unless a reporting unit has a readily determinable fair value, the valuation of reporting units 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 nonrecurring valuations associated with acquisition accounting and the accounting for our initial investment in the VodafoneZiggo JV used significant unobservable inputs and therefore fell under Level 3 of the fair value hierarchy. During 2016, we performed nonrecurring valuations for the purpose of determining the acquisition accounting for the BASE Acquisition , and the valuation of our initial investment in the VodafoneZiggo JV . None of the valuations for the BASE Acquisition had a significant impact on our consolidated balance sheet. The weighted average cost of capital used to value our initial investment in the VodafoneZiggo JV was 7.0 % . We did not perform significant nonrecurring fair value measurements during 2017 or 2015. For information regarding our acquisitions, see note 4 . For information regarding our investment in the VodafoneZiggo JV , see note 6 .

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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, 2017 using:
Description		December 31, 2017				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		$	1,730.5			$	—			$	1,722.8			$	7.7
Equity-related derivative instruments		560.9				—				—				560.9
Foreign currency forward and option contracts		16.5				—				16.5				—
Other		1.1				—				1.1				—
Total derivative instruments		2,309.0				—				1,740.4				568.6
Investments		2,315.3				1,908.7				—				406.6
Total assets		$	4,624.3			$	1,908.7			$	1,740.4			$	975.2
Liabilities:
Derivative instruments:
Cross-currency and interest rate derivative contracts		$	2,105.5			$	—			$	2,102.3			$	3.2
Equity-related derivative instruments		5.4				—				—				5.4
Foreign currency forward and option contracts		7.9				—				7.9				—
Total derivative liabilities		2,118.8				—				2,110.2				8.6
Debt		965.7				621.7				344.0				—
Total liabilities		$	3,084.5			$	621.7			$	2,454.2			$	8.6

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						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		$	2,460.6			$	—			$	2,460.6			$	—
Equity-related derivative instruments		524.0				—				—				524.0
Foreign currency forward and option contracts		44.8				—				44.8				—
Other		0.5				—				0.5				—
Total derivative instruments		3,029.9				—				2,505.9				524.0
Investments		2,057.2				1,682.4				—				374.8
Total assets		$	5,087.1			$	1,682.4			$	2,505.9			$	898.8
Liabilities - derivative instruments:
Cross-currency and interest rate derivative contracts		$	1,238.7			$	—			$	1,238.7			$	—
Equity-related derivative instruments		8.6				—				—				8.6
Foreign currency forward and option contracts		4.8				—				4.8				—
Other		0.1				—				0.1				—
Total derivative liabilities		1,252.2				—				1,243.6				8.6
Debt		344.4				215.5				128.9				—
Total liabilities		$	1,596.6			$	215.5			$	1,372.5			$	8.6

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, 2017	$	374.8			$	—			$	515.4			$	890.2
Gains included in net earnings (a):
Realized and unrealized gains on derivative instruments, net	—				4.5				122.3				126.8
Realized and unrealized gains due to changes in fair values of certain investments, net	35.7				—				—				35.7
Partial settlement of Sumitomo Collar (b)	—				—				( 85.3		)		( 85.3		)
Transfers out of Level 3	( 32.6		)		—								( 32.6		)
Dispositions	( 17.6		)		—				—				( 17.6		)
Additions	59.8				—				—				59.8
Foreign currency translation adjustments, dividends and other, net	( 13.5		)		—				3.1				( 10.4		)
Balance of net assets at December 31, 2017	$	406.6			$	4.5			$	555.5			$	966.6

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(a)	Most of these net gains relate to assets and liabilities that we continue to carry on our consolidated balance sheet as of December 31, 2017 .

(b)	For additional information regarding the Sumitomo Collar , 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, 2017		December 31,
			2017				2016
			in millions
Distribution systems	3 to 30 years		$	25,202.2			$	21,249.9
Customer premises equipment	3 to 7 years		5,617.7				4,829.9
Support equipment, buildings and land	2 to 50 years		5,415.1				4,385.5
Total property and equipment, gross			36,235.0				30,465.3
Accumulated depreciation			( 16,699.6		)		( 13,216.0		)
Total property and equipment, net			$	19,535.4			$	17,249.3

Depreciation expense related to our property and equipment was $ 4,136.1 million , $ 4,101.0 million and $ 4,297.5 million during 2017 , 2016 and 2015 , respectively.

At December 31, 2017 and 2016 , the amount of property and equipment, net, recorded under capital leases was $ 1,203.6 million and $ 1,041.5 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 2017 , 2016 and 2015 , we recorded non-cash increases to our property and equipment related to vendor financing arrangements of $ 2,635.8 million , $ 2,018.7 million and $ 1,481.5 million , respectively, which exclude related VAT of $ 419.5 million , $ 277.5 million and $ 189.3 million , respectively, that was also financed by our vendors under these arrangements. In addition, during 2017 , 2016 and 2015 , we recorded non-cash increases to our property and equipment related to assets acquired under capital leases of $ 169.8 million , $ 104.2 million and $ 106.1 million , respectively.

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

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Goodwill

Changes in the carrying amount of our goodwill during 2017 are set forth below:

	January 1, 2017				Acquisitions and related adjustments				Reclassification to assets held for sale				Foreign currency translation adjustments				December 31, 2017
	in millions
U.K./Ireland	$	7,412.3			$	2.3			$	—			$	719.5			$	8,134.1
Belgium	2,032.7				338.6				—				310.4				2,681.7
Germany	3,013.2				—				—				421.3				3,434.5
Switzerland/Austria (a)	3,443.4				—				( 715.6		)		203.5				2,931.3
Central and Eastern Europe	1,144.4				1.1				—				208.0				1,353.5
Central and Corporate (a)	17.7				—				( 5.4		)		—				12.3
Total	$	17,063.7			$	342.0			$	( 721.0	)		$	1,862.7			$	18,547.4

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(a)	Represents goodwill associated with the pending sale of UPC Austria , which we began accounting for as held for sale on December 22, 2017. For additional information, see note 5 .

If, among other factors, (i) our equity values were to decline significantly 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, 2017 and 2016 and based on exchange rates as of those dates, our accumulated goodwill impairments were $ 200.2 million and $ 180.4 million , respectively. These amounts represent accumulated impairments related to our broadband communications operations in Romania, which operations are included within our Central and Eastern Europe segment (as defined in note 18 ).

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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				December 31, 2016
					in millions
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
Central and Eastern Europe	1,186.9				1.9				—				( 44.4		)		1,144.4
Central and Corporate	34.0				—				( 16.0		)		( 0.3		)		17.7
Total	$	26,244.8			$	357.3			$	( 7,637.2	)		$	( 1,901.2	)		$	17,063.7

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

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, 2017		December 31, 2017												December 31, 2016
			Gross carrying amount				Accumulated amortization				Net carrying amount				Gross carrying amount				Accumulated amortization				Net carrying amount
			in millions
Customer relationships	2 to 15 years		$	4,862.4			$	( 3,240.3	)		$	1,622.1			$	5,499.4			$	( 3,404.5	)		$	2,094.9
Other	2 to 20 years		542.7				( 229.4		)		313.3				478.3				( 150.0		)		328.3
Total intangible assets subject to amortization, net			$	5,405.1			$	( 3,469.7	)		$	1,935.4			$	5,977.7			$	( 3,554.5	)		$	2,423.2

Amortization expense related to intangible assets with finite useful lives was $ 720.9 million , $ 1,112.8 million and $ 1,311.9 million during 2017 , 2016 and 2015 , respectively. Based on our amortizable intangible asset balances at December 31, 2017 , 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, 2017 are presented below (in millions):

2018	$	690.9
2019	609.8
2020	233.8
2021	152.7
2022	28.6
Thereafter	219.6
Total	$	1,935.4

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

	December 31, 2017											Estimated fair value (c)								Principal amount
	Weighted average interest rate (a)			Unused borrowing capacity (b)
				Borrowing currency				U.S. $ equivalent				December 31,								December 31,
												2017				2016				2017				2016
				in millions
VM Notes	5.54	%		—				$	—			$	9,987.4			$	9,311.0			$	9,565.7			$	9,041.0
VM Credit Facilities	3.77	%		(d)				912.9				4,681.5				4,531.5				4,676.2				4,505.5
Unitymedia Notes	4.74	%		—				—				5,773.3				7,679.7				5,465.2				7,419.3
Unitymedia Credit Facilities	3.38	%		€	500.0			601.1				2,698.4				—				2,696.8				—
UPCB SPE Notes	4.50	%		—				—				2,638.8				1,783.7				2,582.6				1,772.8
UPC Holding Bank Facility	3.69	%		€	990.1			1,190.3				2,576.4				2,811.9				2,576.1				2,782.8
UPC Holding Senior Notes	4.56	%		—				—				1,272.5				1,569.8				1,313.4				1,451.5
Telenet Credit Facility (e)	3.48	%		€	445.0			535.0				2,188.9				3,210.0				2,177.6				3,187.5
Telenet Senior Secured Notes	4.66	%		—				—				1,724.4				—				1,721.3				—
Telenet SPE Notes	5.48	%		—				—				1,014.4				1,383.9				937.7				1,297.3
Vendor financing (f)	3.80	%		—				—				4,039.7				2,284.5				4,039.7				2,284.5
ITV Collar Loan (g)	0.71	%		—				—				1,445.8				1,323.7				1,463.8				1,336.2
Sumitomo Share Loan (h)	0.95	%		—				—				621.7				215.5				621.7				215.5
Derivative-related debt instruments (i)	3.40	%		—				—				612.4				450.7				592.5				426.3
Sumitomo Collar Loan (g)	1.88	%		—				—				170.3				499.7				169.1				488.2
Other (j)	5.54	%		—				—				413.4				343.2				418.2				349.0
Total debt before deferred financing costs, discounts and premiums	4.27	%						$	3,239.3			$	41,859.3			$	37,398.8			$	41,017.6			$	36,557.4

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

										December 31,
										2017				2016
										in millions
Total debt before deferred financing costs, discounts and premiums										$	41,017.6			$	36,557.4
Deferred financing costs, discounts and premiums, net										( 223.2		)		( 267.7		)
Total carrying amount of debt										40,794.4				36,289.7
Capital lease obligations (k)										1,420.5				1,221.1
Total debt and capital lease obligations										42,214.9				37,510.8
Current maturities of debt and capital lease obligations										( 4,165.4		)		( 2,624.3		)
Long-term debt and capital lease obligations										$	38,049.5			$	34,886.5

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(a)	Represents the weighted average interest rate in effect at December 31, 2017 for all borrowings outstanding pursuant to each debt instrument, including any applicable margin. The interest rates presented represent stated rates and do not include

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the impact of derivative instruments, deferred financing costs, original issue premiums or discounts and commitment fees, all of which affect our overall cost of borrowing. Including the effects of derivative instruments, original issue premiums or discounts and commitment fees, but excluding the impact of deferred financing costs, our weighted average interest rate on our aggregate variable- and fixed-rate indebtedness was 4.18 % at December 31, 2017 . For information regarding our derivative instruments, see note 7 .

(b)

Unused borrowing capacity represents the maximum availability under the applicable facility at December 31, 2017 without regard to covenant compliance calculations or other conditions precedent to borrowing. At December 31, 2017 , 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 based on the applicable leverage-based restricted payment tests, 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, we present (i) for each subsidiary where the ability to borrow is limited, 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. We had no restrictions on our subsidiaries’ ability to borrow at December 31, 2017 or upon completion of the relevant December 31, 2017 compliance reporting requirements. The amounts presented below assume no changes from December 31, 2017 borrowing levels and are based on the applicable leverage-based restricted payment tests and covenant and other limitations in effect for each borrowing group at December 31, 2017 , both before and after considering the impact of the completion of the December 31, 2017 compliance requirements.

		December 31, 2017								Upon completion of relevant December 31, 2017 compliance reporting requirements
		Borrowing currency				U.S. $ equivalent				Borrowing currency				U.S. $ equivalent
		in millions
Limitation on availability to be loaned or distributed by:
Unitymedia		€	255.9			$	307.6			€	473.1			$	568.8

(c)

The estimated fair values of our debt instruments are generally determined using the average of applicable bid and ask prices (mostly Level 1 of the fair value hierarchy) 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)	Unused borrowing capacity under the VM Revolving Facility (as defined and described under VM Credit Facilities below) relates to a multi-currency revolving facility with maximum borrowing capacity equivalent to £ 675.0 million ( $ 912.9 million ).

(e)

In connection with the June 19, 2017 closing of the SFR BeLux Acquisition , Telenet borrowed (i) the full € 120.0 million ( $ 144.3 million ) amount under Telenet Facility Z and (ii) € 90.0 million ( $ 108.2 million ) of the total € 400.0 million ( $ 480.9 million ) amount under Telenet Facility AG . At December 31, 2017, all outstanding balances under Telenet Facility Z and Telenet Facility AG were repaid and the commitments under Telenet Facility Z were cancelled. For further information regarding the SFR BeLux Acquisition , see note 4 .

(f)

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. 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.

(g)	For information regarding the ITV Collar Loan and the Sumitomo Collar Loan , see note 7 .

(h)	The Sumitomo Share Loan is carried at fair value. For information regarding fair value hierarchies, see note 8 .

---

(i)	Represents amounts associated with certain derivative-related borrowing instruments, including $ 344.0 million and $ 128.9 million at at December 31, 2017 and 2016 , respectively, carried at fair value. For information regarding fair value hierarchies, see note 8 .

(j)	Amounts include $ 160.9 million and $ 116.0 million at December 31, 2017 and 2016 , respectively, of debt collateralized by certain trade receivables of Virgin Media . For information regarding fair value hierarchies, see note 8 .

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

	December 31,
	2017				2016
	in millions
Unitymedia (1)	$	722.4			$	657.0
Telenet (2)	456.1				374.0
UPC Holding	95.7				33.4
Virgin Media	79.1				91.2
Other subsidiaries	67.2				65.5
Total	$	1,420.5			$	1,221.1

_______________

(1)

Primarily represents Unitymedia ’s obligations under duct network lease agreements with Telekom Deutschland GmbH ( Telekom Deutschland ), 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, 2017 and 2016 , Telenet ’s capital lease obligations included € 361.8 million ( $ 435.0 million ) and € 341.2 million ( $ 410.2 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, 2017 , most of our outstanding debt had been incurred by one of our four subsidiary “borrowing groups.” References to these borrowing groups, which comprise Virgin Media , Unitymedia , UPC Holding and Telenet , include their respective restricted parent and subsidiary entities.

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

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

•

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

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•	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, our credit facilities provide that either the instructing group of lenders or each individual lender under the relevant credit facility, as applicable, under certain circumstances, may cancel the group’s or the applicable lender’s commitments thereunder and declare the applicable loan(s) thereunder due and payable after the applicable notice period following the occurrence of a change of control (as specified in the relevant credit facility);

•

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

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

•	In addition to customary default provisions, our credit facilities generally include certain cross-default 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 such issuer within the relevant borrowing group, (ii) contain, in most instances, certain guarantees from other members of the relevant borrowing group (as specified in the applicable indenture) and (iii) with respect to our senior secured notes, are secured by certain pledges or liens over the 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;

•

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

•

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

•

Our senior secured notes contain certain early redemption provisions including, for certain senior secured notes, 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 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

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Notes .” In this regard, SPE Notes have been issued, and are outstanding at December 31, 2017 , by UPCB Finance IV Limited ( UPCB Finance IV ) and UPCB Finance VII Limited ( UPCB Finance VII ), collectively the “ UPCB SPEs ”, 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 borrowing entity 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 .

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VM Notes

The details of the outstanding notes of Virgin Media as of December 31, 2017 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:
2022 VM Senior Notes:
2022 VM 4.875% Dollar Senior Notes		February 15, 2022		4.875 %		$	118.7			$	118.7			$	118.7			$	117.5			$	119.2
2022 VM 5.25% Dollar Senior Notes		February 15, 2022		5.250 %		$	95.0			$	95.0			95.0				93.1				95.4
2022 VM Sterling Senior Notes		February 15, 2022		5.125 %		£	44.1			£	44.1			59.6				60.0				59.9
2023 VM Senior Notes:
2023 VM Dollar Senior Notes		April 15, 2023		6.375 %		$	530.0			$	530.0			530.0				549.3				524.2
2023 VM Sterling Senior Notes		April 15, 2023		7.000 %		£	250.0			£	250.0			338.1				355.4				334.4
2024 VM Senior Notes:
2024 VM Dollar Senior Notes		October 15, 2024		6.000 %		$	500.0			$	500.0			500.0				514.4				496.0
2024 VM Sterling Senior Notes		October 15, 2024		6.375 %		£	300.0			£	300.0			405.6				435.9				403.2
2025 VM Senior Notes:
2025 VM Dollar Senior Notes		January 15, 2025		5.750 %		$	400.0			$	400.0			400.0				406.4				396.8
2025 VM Euro Senior Notes		January 15, 2025		4.500 %		€	460.0			€	460.0			553.0				579.2				547.6
VM Senior Secured Notes:
January 2021 VM Senior Secured Notes:
January 2021 VM Sterling Senior Secured Notes		January 15, 2021		5.500 %		£	628.4			£	107.1			144.8				162.4				144.4
January 2021 VM Dollar Senior Secured Notes		January 15, 2021		5.250 %		$	447.9			$	447.9			447.9				472.7				454.0
2025 VM Senior Secured Notes:
2025 VM 6.0% Sterling Senior Secured Notes (b)		January 15, 2025		6.000 %		£	521.3			£	521.3			705.1				808.0				711.1
2025 VM 5.5% Sterling Senior Secured Notes		January 15, 2025		5.500 %		£	430.0			£	387.0			523.4				544.5				521.5
2025 VM 5.125% Sterling Senior Secured Notes		January 15, 2025		5.125 %		£	300.0			£	300.0			405.6				423.9				402.5
2025 VM Dollar Senior Secured Notes		January 15, 2025		5.500 %		$	425.0			$	425.0			425.0				437.9				423.5
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				1,019.7				1,001.9
2026 VM 5.5% Dollar Senior Secured Notes		August 15, 2026		5.500 %		$	750.0			$	750.0			750.0				770.8				743.6
2027 Senior Secured Notes:
2027 VM 4.875% Sterling Senior Secured Notes		January 15, 2027		4.875 %		£	525.0			£	525.0			710.0				725.0				707.5
2027 VM 5.0% Sterling Senior Secured Notes		April 15, 2027		5.000 %		£	675.0			£	675.0			912.9				929.5				907.7
2029 VM Sterling Senior Secured Notes		March 28, 2029		6.250 %		£	400.0			£	400.0			541.0				581.8				542.0
Total														$	9,565.7			$	9,987.4			$	9,536.4

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_______________

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

(b)	Interest on the 2025 VM 6.0% Sterling Senior Secured Notes initially accrues at a rate of 6.0 % up to January 15, 2021 and at a rate of 11.0 % thereafter. In light of these terms, the maturity table included at the end of this note assumes that the 2025 VM 6.0% Sterling Senior Secured Notes will be repaid in 2021.

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 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)
2025 VM 6.0% Sterling Senior Secured Notes		January 15, 2021
2025 VM 5.5% Sterling Senior Secured Notes		January 15, 2019
2025 VM 5.125% Sterling Senior Secured Notes		January 15, 2020
2025 VM Dollar Senior Secured Notes		January 15, 2019
2026 VM 5.25% Dollar Senior Secured Notes		January 15, 2020
2026 VM 5.5% Dollar Senior Secured Notes		August 15, 2021
2027 VM 4.875% Sterling Senior Secured Notes		January 15, 2021
2027 VM 5.0% Sterling Senior Secured Notes		April 15, 2022
2029 VM Sterling 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.

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Virgin Media 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		2025 VM 6.0% Sterling Senior Secured Notes
12-month period commencing			April 15		April 15		October 15		October 15		January 15		January 15		January 15
2018			103.188 %		103.500 %		N.A.		N.A.		N.A		N.A		N.A
2019			102.125 %		102.333 %		103.000 %		103.188 %		N.A		N.A		N.A
2020			101.063 %		101.167 %		102.000 %		102.125 %		102.875 %		102.250 %		N.A
2021			100.000 %		100.000 %		101.000 %		101.063 %		101.917 %		101.500 %		105.000 %
2022			100.000 %		100.000 %		100.000 %		100.000 %		100.958 %		100.750 %		102.500 %
2023			N.A.		N.A.		100.000 %		100.000 %		100.000 %		100.000 %		100.000 %
2024			N.A.		N.A.		N.A.		N.A.		100.000 %		100.000 %		100.000 %
2025 and thereafter			N.A.		N.A.		N.A.		N.A.		N.A		N.A		N.A

		Redemption price
			2025 VM 5.5% Sterling Senior Secured Notes		2025 VM 5.125% Sterling Senior Secured Notes		2025 VM Dollar Senior Secured Notes		2026 VM 5.25% Dollar Senior Secured Notes		2026 VM 5.5% Dollar Senior Secured Notes		2027 VM 4.875% Sterling Senior Secured Notes		2027 VM 5.0% Sterling Senior Secured Notes		2029 VM Sterling Senior Secured Notes
12-month period commencing			January 15		January 15		January 15		January 15		August 15		January 15		April 15		January 15
2018			N.A.		N.A.		N.A.		N.A.		N.A.		N.A.		N.A.		N.A.
2019			102.750 %		N.A.		102.750 %		N.A.		N.A.		N.A.		N.A.		N.A.
2020			101.833 %		102.563 %		101.833 %		102.625 %		N.A.		N.A.		N.A.		N.A.
2021			100.000 %		101.708 %		100.000 %		101.313 %		102.750 %		102.438 %		N.A.		103.125 %
2022			100.000 %		100.854 %		100.000 %		100.656 %		101.375 %		101.219 %		102.500 %		102.083 %
2023			100.000 %		100.000 %		100.000 %		100.000 %		100.688 %		100.609 %		101.250 %		101.042 %
2024			100.000 %		100.000 %		100.000 %		100.000 %		100.000 %		100.000 %		100.625 %		100.000 %
2025 and thereafter			N.A.		N.A.		N.A.		100.000 %		100.000 %		100.000 %		100.000 %		100.000 %

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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, 2017 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:
K (b)		January 15, 2026		LIBOR + 2.50%		$	3,400.0			$	3,400.0			$	—			$	3,373.2
L (b)		January 15, 2027		LIBOR +3.25%		£	400.0			541.0				—				535.7
M (b)		November 15, 2027		LIBOR +3.25%		£	500.0			676.2				—				667.1
VM Revolving Facility (c)		December 31, 2021		LIBOR + 2.75%		(d)				—				912.9				—
Total Senior Secured Facilities										4,617.2				912.9				4,576.0
Senior Facility:
VM Financing Facility (e)		September 15, 2024		5.55 %		—				59.0				—				59.0
Total										$	4,676.2			$	912.9			$	4,635.0

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

(b)	VM Facility K , VM Facility L and VM Facility M are each subject to a LIBOR floor of 0.0 % .

(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 ( $ 912.9 million ).

(e)

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, issues, from time to time, certain notes (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 Virgin Media . Virgin Media Receivables Financing Company can request the VM Financing Facility be repaid by Virgin Media as additional vendor financed receivables become available for purchase.

Virgin Media - 2017 Refinancing Transactions

In January 2017, Virgin Media issued the 2027 VM 5.0% Sterling Senior Secured Notes . The net proceeds from the 2027 VM 5.0% Sterling Senior Secured Notes were used to redeem in full the £ 640.0 million ( $ 865.6 million ) outstanding principal amount under the April 2021 VM Sterling Senior Secured Notes . In connection with these transactions, Virgin Media recognized a loss on debt modification and extinguishment, net, of $ 39.9 million . This loss includes (i) the payment of $ 32.6 million of redemption premiums and (ii) the write-off of $ 7.3 million of unamortized discount and deferred financing costs.

In February 2017, Virgin Media launched an offer (the Exchange Offer ) to exchange the January 2021 VM Sterling Senior Secured Notes for the 2025 VM 6.0% Sterling Senior Secured Notes . The Exchange Offer was consummated on March 21, 2017 and £ 521.3 million ( $ 705.1 million ) aggregate principal amount of the January 2021 VM Sterling Senior Secured Notes was exchanged for £ 521.3 million aggregate principal amount of the 2025 VM 6.0% Sterling Senior Secured Notes . The January 2021 VM Sterling Senior Secured Notes were exchanged for the 2025 VM 6.0% Sterling Senior Secured Notes in a non-cash transaction,

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other than the payment of accrued and unpaid interest on the exchanged January 2021 VM Sterling Senior Secured Notes . In connection with these transactions, Virgin Media recognized a gain on debt modification and extinguishment, net, of $ 5.7 million . This gain includes (i) the write-off of $ 7.0 million of unamortized premiums and (ii) the payment of $ 1.3 million of third-party costs.

In February 2017, Virgin Media entered into a new £ 865.0 million ( $ 1,169.9 million ) term loan facility ( VM Facility J ). The net proceeds from VM Facility J were used to prepay in full the £ 849.4 million ( $ 1,148.8 million ) outstanding principal amount under VM Facility E . In connection with these transactions, Virgin Media recognized a loss on debt modification and extinguishment, net, of $ 2.4 million related to the write-off of unamortized discounts and deferred financing costs.

In November 2017, Virgin Media entered into (i) VM Facility K , (ii) VM Facility L and (iii) VM Facility M . The net proceeds from VM Facility K , VM Facility L and VM Facility M were used to prepay in full (a) the $ 3,400.0 million outstanding principal amount under VM Facility I and (b) the £ 865.0 million ( $ 1,169.9 million ) principal amount under VM Facility J . In connection with these transactions, Virgin Media recognized a loss on debt modification and extinguishment, net, of $ 30.9 million related to the write-off of unamortized discounts and deferred financing costs.

Virgin Media - 2016 and 2015 Refinancing Transactions

During 2016 and 2015 , 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 losses on debt modification and extinguishment, net, of $ 78.4 million and $ 44.3 million , respectively. These losses include (i) the payment of redemption premiums of $ 52.6 million and $ 10.7 million , respectively, (ii) the write-off of unamortized discounts and deferred financing costs of $ 25.8 million and $ 32.8 million , respectively, and (iii) the payment of third-party costs of $ 0.8 million in 2015.

Unitymedia Notes

The details of the Unitymedia Notes as of December 31, 2017 are summarized in the following table:

							Original issue amount				Outstanding principal amount
Unitymedia Notes		Maturity		Interest rate							Borrowing currency				U.S. $ equivalent				Estimated fair value				Carrying value (a)
							in millions
UM Senior Notes:
2025 UM Senior Notes		January 15, 2025		6.125	%		$	900.0			$	900.0			$	900.0			$	952.8			$	895.7
2027 UM Senior Notes		January 15, 2027		3.750	%		€	700.0			€	700.0			841.5				861.0				835.6
UM Senior Secured Notes:
April 2023 UM Senior Secured Notes		April 15, 2023		5.625	%		€	350.0			€	245.0			294.5				306.8				292.9
2025 UM Senior Secured Notes:
2025 UM Euro Senior Secured Notes		January 15, 2025		4.000	%		€	1,000.0			€	1,000.0			1,202.2				1,274.7				1,196.3
2025 UM Dollar Senior Secured Notes		January 15, 2025		5.000	%		$	550.0			$	550.0			550.0				566.3				547.3
2026 UM Senior Secured Notes		February 15, 2026		4.625	%		€	420.0			€	420.0			504.9				545.4				503.0
2027 UM Senior Secured Notes		January 15, 2027		3.500	%		€	500.0			€	500.0			601.1				622.6				596.1
2029 UM Senior Secured Notes		January 15, 2029		6.250	%		€	475.0			€	475.0			571.0				643.7				563.9
Total															$	5,465.2			$	5,773.3			$	5,430.8

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_______________

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

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 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
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 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		April 2023 UM Senior Secured Notes		2025 UM Euro Senior Secured Notes
12-month period commencing			January 15		January 15		April 15		January 15
2018			N.A.		N.A.		102.813 %		N.A.
2019			N.A.		N.A.		101.875 %		N.A.
2020			103.063 %		N.A.		100.938 %		102.000 %
2021			102.042 %		101.875 %		100.000 %		101.333 %
2022			101.021 %		100.938 %		100.000 %		100.667 %
2023			100.000 %		100.469 %		N.A.		100.000 %
2024 and thereafter			100.000 %		100.000 %		N.A.		100.000 %

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		Redemption price
			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			January 15		February 15		January 15		January 15
2018			N.A.		N.A.		N.A.		N.A.
2019			N.A.		N.A.		N.A.		N.A.
2020			102.500 %		N.A.		N.A.		N.A.
2021			101.667 %		102.313 %		101.750 %		103.125 %
2022			100.833 %		101.156 %		100.875 %		102.083 %
2023			100.000 %		100.578 %		100.438 %		101.042 %
2024 and thereafter			100.000 %		100.000 %		100.000 %		100.000 %

Unitymedia Credit Facilities

The Unitymedia Credit Facilities are the senior secured credit facilities of certain subsidiaries of Unitymedia . The details of our borrowings under the Unitymedia Credit Facilities as of December 31, 2017 are summarized in the following table:

Unitymedia Facility		Maturity		Interest rate		Facility amount (in borrowing currency)				Outstanding principal amount				Unused borrowing capacity				Carrying value (a)
						in millions
UM Senior Secured Facility (b)		December 31, 2023		EURIBOR + 2.75%		€	420.0			$	—			$	504.9			$	—
UM Super Senior Secured Facility (c)		December 31, 2023		EURIBOR + 2.25%		€	80.0			—				96.2				—
UM Facility B (d)		September 30, 2025		LIBOR + 2.25%		$	855.0			855.0				—				849.1
UM Facility C (e)		January 15, 2027		EURIBOR + 2.75%		€	825.0			991.8				—				987.3
UM Facility D (d)		January 15, 2026		LIBOR + 2.25%		$	850.0			850.0				—				843.3
Total										$	2,696.8			$	601.1			$	2,679.7

_______________

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

(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 .

(d)	UM Facility B and UM Facility D are each subject to a LIBOR floor of 0.0 % .

(e)	UM Facility C is subject to a EURIBOR floor of 0.0 % .

Unitymedia - 2017 Refinancing Transactions

In June 2017, Unitymedia entered into UM Facility B . The $ 240.0 million of net proceeds from UM Facility B that were drawn in June 2017, together with existing cash, were used to (i) redeem 10 % of the original principal amount of each of the following series of notes: (a) the $ 1,000.0 million original principal of the January 2023 UM Dollar Senior Secured Notes and (b) the € 350.0 million ( $ 420.8 million ) original principal of the April 2023 UM Senior Secured Notes and (ii) redeem 10 % of the

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outstanding principal amount of each of the following series of notes: (1) the € 405.0 million ( $ 486.9 million ) outstanding principal of the January 2023 5.75 % UM Euro Senior Secured Notes and (2) the € 405.0 million outstanding principal of the January 2023 5.125 % UM Euro Senior Secured Notes. In connection with these transactions, Unitymedia recognized a loss on debt modification and extinguishment, net, of $ 8.2 million . This loss includes (I) the payment of $ 6.9 million of redemption premiums and (II) the write-off of $ 1.3 million of unamortized discounts and deferred financing costs.

In September 2017, Unitymedia borrowed the remaining $ 615.0 million under UM Facility B . The net proceeds from the September 2017 borrowing under UM Facility B , together with existing cash, were used to redeem in full the € 526.5 million ( $ 633.0 million ) outstanding principal of the 2022 UM Senior Secured Notes . In connection with these transactions, Unitymedia recognized a loss on debt modification and extinguishment, net, of $ 22.6 million . This loss includes (i) the payment of $ 17.3 million of redemption premiums and (ii) the write-off of $ 5.3 million of unamortized discounts and deferred financing costs.

In October 2017, Unitymedia entered into UM Facility C and UM Facility D . In December 2017, Unitymedia borrowed in full the amounts under UM Facility C and UM Facility D and used the proceeds to redeem in full (i) the $ 900.0 million outstanding principal of the January 2023 UM Dollar Senior Secured Notes , (ii) the € 364.5 million ( $ 438.2 million ) outstanding principal of the January 2023 5.75% UM Euro Senior Secured Notes and (iii) the € 364.5 million outstanding principal of the January 2023 5.125% UM Euro Senior Secured Notes . In connection with these transactions, Unitymedia recognized a loss on debt modification and extinguishment, net, of $ 60.3 million . This loss includes (a) the payment of $ 51.5 million of redemption premiums and (b) the write-off of $ 8.8 million of unamortized discounts and deferred financing costs.

Unitymedia - 2016 and 2015 Refinancing Transactions

During 2016 and 2015 , 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 $ 4.3 million and $ 102.4 million during 2016 and 2015 , respectively. These losses include (i) the payment of redemption premiums of $ 3.4 million and $ 98.8 million , respectively, and (ii) the write-off of unamortized discounts and deferred financing costs of $ 0.9 million and $ 3.6 million , respectively .

UPCB SPE Notes

The details of the UPCB SPE Notes as of December 31, 2017 are summarized in the following table:

						Original issue amount				Outstanding principal amount
UPCB SPE Notes		Maturity		Interest rate						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			$	1,150.7			$	1,132.9
UPCB Finance IV Euro Notes		January 15, 2027		4.000 %		€	600.0			€	600.0			721.3				766.3				716.2
UPCB Finance VII Euro Notes		June 15, 2029		3.625 %		€	600.0			€	600.0			721.3				721.8				715.1
Total														$	2,582.6			$	2,638.8			$	2,564.2

_______________

(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, the UPCB Finance IV Euro Notes are non-callable until January 15, 2021 and the UPCB Finance VII Euro Notes are non-callable until June 15, 2022 (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 SPEs 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 .

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Upon the occurrence of a UPCB Early Redemption Event on or after the applicable UPCB SPE Notes Call Date , the UPCB SPEs 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		UPCB Finance VII Euro Notes
12-month period commencing			January 15		January 15		June 15
2020			102.688 %		N.A.		N.A.
2021			101.792 %		102.000 %		N.A.
2022			100.896 %		101.000 %		101.813 %
2023			100.000 %		100.500 %		100.906 %
2024			100.000 %		100.000 %		100.453 %
2025 and thereafter			N.A.		100.000 %		100.000 %

UPC Holding Bank Facility

The UPC Holding Bank Facility is the senior secured credit facility of certain subsidiaries of UPC Holding . The details of our borrowings under the UPC Holding Bank Facility as of December 31, 2017 are summarized in the following table:

UPC Holding Bank Facility		Maturity		Interest rate		Facility amount (in borrowing currency) (a)				Outstanding principal amount				Unused borrowing capacity				Carrying value (b)
						in millions
AK (c)		January 15, 2027		4.000 %		€	600.0			$	721.3			$	—			$	716.2
AL (c)		January 15, 2025		5.375 %		$	1,140.0			1,140.0				—				1,132.9
AM (d)		December 31, 2021		EURIBOR + 2.75%		€	990.1			—				1,190.3				—
AQ (c)		June 15, 2029		3.625 %		€	600.0			721.3				—				715.1
AR (e)		January 15, 2026		LIBOR + 2.50%		$	1,975.0			1,975.0				—				1,952.8
AS (f)		October 15, 2026		EURIBOR + 2.75%		€	500.0			601.1				—				597.9
Elimination of Facilities AK, AL and AQ in consolidation (c)										( 2,582.6		)		—				( 2,564.2		)
Total										$	2,576.1			$	1,190.3			$	2,550.7

_______________

(a)	Except as described in (c) below, amounts represent total third-party facility amounts at December 31, 2017 .

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

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

(d)	UPC Facility AM has a fee on unused commitments of 1.1 % per year.

(e)	UPC Facility AR has a LIBOR floor of 0.0 % .

(f)	UPC Facility AS has a EURIBOR floor of 0.0 % .

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UPC Holding Senior Notes

The details of the UPC Holding Senior Notes as of December 31, 2017 are summarized in the following table:

						Outstanding principal amount
UPC Holding Senior Notes		Maturity		Interest rate		Borrowing currency				U.S. $ equivalent				Estimated fair value				Carrying value (a)
						in millions
UPC Holding 3.875% Senior Notes		June 15, 2029		3.875 %		€	635.0			$	763.4			$	735.1			$	758.4
UPC Holding 5.50% Senior Notes		January 15, 2028		5.500 %		$	550.0			550.0				537.4				546.0
Total										$	1,313.4			$	1,272.5			$	1,304.4

_______________

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

Subject to the circumstances described below, the UPC Holding 3.875% Senior Notes are non-callable until June 15, 2022 and the UPC Holding 5.50% Senior Notes are non-callable until October 15, 2022. At any time prior to June 15, 2022 , in the case of the UPC Holding 3.875% Senior Notes , and October 15, 2022 , in the case of the UPC Holding 5.50% 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 June 15, 2022 or October 15, 2022 (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 3.875% Senior Notes		UPC Holding 5.50% Senior Notes
12-month period commencing			June 15		October 15
2022			101.938 %		102.750 %
2023			100.969 %		101.375 %
2024			100.484 %		100.688 %
2025 and thereafter			100.000 %		100.000 %

UPC Holding - 2017 Refinancing Transactions

In February 2017, UPC Holding entered into a new $ 2,150.0 million term loan facility ( UPC Facility AP ). The net proceeds from UPC Facility AP , together with existing cash, were used to prepay in full the $ 2,150.0 million outstanding principal amount under UPC Facility AN . In connection with these transactions, UPC Holding recognized a loss on debt modification and extinguishment, net, of $ 8.9 million related to the write-off of unamortized discounts and deferred financing costs.

In June 2017, UPCB Finance VII issued the UPCB Finance VII Euro Notes . UPCB Finance VII used the proceeds from the UPCB Finance VII Euro Notes to fund UPC Facility AQ , an additional facility under the UPC Holding Bank Facility , with a subsidiary of UPC Holding as the borrower. The net proceeds from UPC Facility AQ were used, together with existing cash, to prepay in full the € 600.0 million ( $ 721.3 million ) outstanding principal amount under UPC Facility AO . In connection with these transactions, UPC Holding recognized a loss on debt modification and extinguishment, net, of $ 5.4 million related to the write-off of unamortized discounts and deferred financing costs.

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In June 2017, UPC Holding issued the UPC Holding 3.875% Senior Notes . The net proceeds from the UPC Holding 3.875% Senior Notes were initially placed in escrow and subsequently used in a non-cash transaction to redeem in full the € 600.0 million ( $ 721.3 million ) outstanding principal of the UPC Holding 6.375% Senior Notes . In connection with these transactions, UPC Holding recognized a loss on debt modification and extinguishment, net, of $ 37.7 million . This loss includes (i) the payment of $ 30.7 million of redemption premiums and (ii) the write-off of $ 7.0 million of unamortized discounts and deferred financing costs.

In October 2017, UPC Holding (i) entered into UPC Facility AR , (ii) entered into UPC Facility AS and (iii) issued the UPC Holding 5.50% Senior Notes . The net proceeds from UPC Facility AR , UPC Facility AS and the UPC Holding 5.50% Senior Notes were used to (a) prepay in full the $ 2,150.0 million outstanding principal amount under UPC Facility AP , (b) redeem in full the € 450.0 million ( $ 541.0 million ) outstanding principal of the UPC Holding 6.75% Euro Senior Notes and (c) redeem in full the CHF 350.0 million ( $ 359.5 million ) outstanding principal of the UPC Holding 6.75% CHF Senior Notes. In connection with these transactions, UPC Holding recognized a loss on debt modification and extinguishment, net, of $ 60.1 million related to (1) the payment of $ 53.6 million of redemption premiums and (2) the write-off of $ 6.5 million of unamortized discounts and deferred financing costs.

UPC Holding - 2016 and 2015 Refinancing Transactions

During 2016 and 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 $ 77.1 million and $ 205.8 million during 2016 and 2015 , respectively. These losses include (i) the payment of redemption premiums of $ 57.2 million and $ 167.0 million , respectively, and (ii) the write-off of unamortized discounts and deferred financing costs of $ 19.9 million and $ 38.8 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, 2017 are summarized in the following table:

Telenet Credit Facility		Maturity		Interest rate		Facility amount (in borrowing currency) (a)				Outstanding principal amount				Unused borrowing capacity				Carrying value (b)
						in millions
V (c)		August 15, 2024		6.750 %		€	250.0			$	300.5			$	—			$	296.6
AB (c)		July 15, 2027		4.875 %		€	530.0			637.1				—				631.7
AG (d)		June 30, 2023		EURIBOR + 2.75%		€	400.0			—				480.9				—
AJ (c)		March 1, 2028		5.500 %		$	1,000.0			1,000.0				—				995.0
AK (c)		March 1, 2028		3.500 %		€	600.0			721.3				—				716.6
AL (e)		March 1, 2026		LIBOR + 2.50%		$	1,300.0			1,300.0				—				1,297.6
AM (f)		December 15, 2027		EURIBOR + 2.75%		€	730.0			877.6				—				874.9
Telenet Overdraft Facility (g)		December 31, 2018		EURIBOR + 1.60%		€	25.0			—				30.1				—
Telenet Revolving Facility (h)		September 30, 2021		EURIBOR + 2.00%		€	20.0			—				24.0				—
Elimination of Telenet Facilities V, AB, AJ and AK in consolidation (c)										( 2,658.9		)		—				( 2,639.9		)
Total										$	2,177.6			$	535.0			$	2,172.5

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_______________

(a)	Except as described in (c) below, amounts represent total third-party facility amounts at December 31, 2017 .

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

(c)	The Funded Facilities V and AB, as described under General Information - SPE Notes above, and the Telenet Finance Loans AJ and AK, as discussed in the below description of the Telenet Finance Loans included in Telenet Senior Secured Notes - 2017 Refinancing Transactions , are eliminated in Liberty Global ’s consolidated financial statements.

(d)	Telenet Facility AG has a fee on unused commitments of 1.1 % per year and is subject to a EURIBOR floor of 0.0 % .

(e)	Telenet Facility AL is subject to a LIBOR floor of 0.0 % .

(f)	Telenet Facility AM is subject to a EURIBOR floor of 0.0 % .

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

(h)	The Telenet Revolving Facility has a fee on unused commitments of 0.60 % and is subject to a EURIBOR floor of 0.0 % .

Telenet Senior Secured Notes

The details of the Telenet Senior Secured Notes as of December 31, 2017 are summarized in the following table:

							Outstanding principal amount
Telenet Senior Secured Notes			Maturity		Interest rate		Borrowing currency				U.S. $ equivalent				Estimated fair value				Carrying value (a)
							in millions
2028 Telenet Dollar Senior Secured Notes			March 1, 2028		5.500 %		$	1,000.0			$	1,000.0			$	1,003.5			$	995.0
2028 Telenet Euro Senior Secured Notes			March 1, 2028		3.500 %		€	600.0			721.3				720.9				716.6
Total											$	1,721.3			$	1,724.4			$	1,711.6

_______________

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

Subject to the circumstances described below, the 2028 Telenet Dollar Senior Secured Notes and the 2028 Telenet Euro Senior Secured Notes are non-callable until December 1, 2022. If, however, at any time prior to call date, all or a portion of the Telenet Finance Loans are voluntarily prepaid (a Telenet Early Redemption Event ), then Telenet Finance will be required to redeem an aggregate principal amount of its notes equal to the principal amount of the loans so prepaid under the relevant Telenet Finance Loan. In general, the redemption price payable will equal 100 % of the principal amount of the applicable notes to be redeemed and a “make-whole” premium, which is the present value of all remaining scheduled interest payments to the applicable call date using the discount rate (as 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 call date, Telenet Finance will redeem an aggregate principal amount of its notes equal to the principal amount of the related Telenet Finance Loan 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:

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		Redemption price
			2028 Telenet Dollar Senior Secured Notes		2028 Telenet Euro Senior Secured Notes
12-month period commencing			December 1		December 1
2022			102.750 %		101.750 %
2023			101.375 %		100.875 %
2024			100.688 %		100.438 %
2025 and thereafter			100.000 %		100.000 %

Telenet SPE Notes

The details of the Telenet SPE Notes as of December 31, 2017 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
Telenet Finance V Notes			August 15, 2024		6.750 %		€	250.0			$	300.6			$	321.2			$	296.6
Telenet Finance VI Notes			July 15, 2027		4.875 %		€	530.0			637.1				693.2				631.7
Total											$	937.7			$	1,014.4			$	928.3

_______________

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

Subject to the circumstances described below, the 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 SPE 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 .

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Upon the occurrence of a Telenet SPE 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
			Telenet Finance V Notes		Telenet Finance VI Notes
12-month period commencing			August 15		July 15
2018			103.375 %		N.A.
2019			102.531 %		N.A.
2020			101.688 %		N.A.
2021			100.844 %		102.438 %
2022			100.000 %		101.219 %
2023			100.000 %		100.609 %
2024 and thereafter			N.A.		100.000 %

Telenet - 2017 Refinancing Transactions

In April 2017, Telenet entered into (i) a € 1,330.0 million ( $ 1,598.9 million ) term loan facility ( Telenet Facility AH ) and (ii) a $ 1,800.0 million term loan facility ( Telenet Facility AI ). The net proceeds from Telenet Facility AH and Telenet Facility AI were used to prepay in full (a) the € 1,600.0 million ( $ 1,923.5 million ) outstanding principal amount under Telenet Facility AE and (b) the $ 1,500.0 million outstanding principal amount under Telenet Facility AF . In connection with these transactions, Telenet recognized a loss on debt modification and extinguishment, net, of $ 22.1 million related to the write-off of unamortized discounts and deferred financing costs.

In May 2017, commitments under Telenet Facility AI were increased by $ 500.0 million (the Telenet Facility AI Add-on ). The proceeds from the Telenet Facility AI Add-on were used to prepay in full the € 450.0 million ( $ 541.0 million ) outstanding principal amount under Telenet Facility U , together with accrued and unpaid interest and the related prepayment premiums, to Telenet Finance V and, in turn, Telenet Finance V used such proceeds to redeem in full the € 450.0 million outstanding principal amount of its 6.25% senior secured notes. In connection with these transactions, Telenet recognized a loss on debt modification and extinguishment, net, of $ 27.7 million . This loss includes (i) the payment of $ 21.5 million of redemption premiums and (ii) the write-off of $ 6.2 million of unamortized discounts and deferred financing costs.

In December 2017, Telenet entered into Telenet Facility AL and Telenet Facility AM . The net proceeds from Telenet Facility AL , Telenet Facility AM and the Telenet Finance Loans (as defined and described below) were used to prepay in full (i) the € 1,330.0 million ( $ 1,598.9 million ) outstanding principal amount under Telenet Facility AH and (ii) the $ 2,300.0 million outstanding principal amount under Telenet Facility AI . In connection with these transactions, Telenet recognized a loss on debt modification and extinguishment, net, of $ 25.9 million related to the write-off of unamortized discounts and deferred financing costs.

In December 2017, Telenet Finance Luxembourg Notes S.à r.l. ( Telenet Finance ), an indirect wholly-owned subsidiary of Telenet, issued (i) the 2028 Telenet Dollar Senior Secured Notes and (ii) the 2028 Telenet Euro Senior Secured Notes . Telenet Finance used the proceeds from the 2028 Telenet Dollar Senior Secured Notes and the 2028 Telenet Euro Senior Secured Notes to fund Telenet Facility AJ and Telenet Facility AK , respectively, each under the Telenet Credit Facility , with Telenet International Finance S.à r.l. ( Telenet International Finance ), a wholly-owned subsidiary of Telenet, as the borrower. Telenet Facility AJ and Telenet Facility AK are collectively referred to as the “ Telenet Finance Loans ”.

Telenet Finance is a financing company with no material business operations of its own and is dependent on payments from Telenet International Finance in order to service its payment obligations under each of its notes. Since Telenet Finance is an indirect wholly-owned subsidiary of Telenet and is consolidated by Telenet and Liberty Global, the amounts outstanding under the Telenet Finance Loans are eliminated in Telenet 's and Liberty Global's consolidated financial statements.

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Pursuant to the indentures for the 2028 Telenet Dollar Senior Secured Notes and the 2028 Telenet Euro Senior Secured Notes and the respective accession agreements for the Telenet Finance Loans , the call provisions, maturity and applicable interest rate for each Telenet Finance Loan are the same as those of the related notes.

Telenet - 2016 and 2015 Refinancing Transactions

During 2016 and 2015 , Telenet completed a number of refinancing transactions that generally resulted in lower interest rates and extended maturities. In connection with these transactions, Telenet recognized losses on debt modification and extinguishment, net, of $ 52.8 million and $ 34.3 million during 2016 and 2015 , respectively. These losses include (i) the write-off of unamortized discounts and deferred financing costs of $ 33.8 million during 2016 and (ii) the payment of redemption premiums of $ 19.0 million and $ 34.3 million , respectively .

Maturities of Debt and Capital Lease Obligations

Maturities of our debt and capital lease obligations as of December 31, 2017 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, 2017 exchange rates:

Debt:

	Virgin Media				Unitymedia				UPC Holding (a)				Telenet (b)				Other				Total
	in millions
Year ending December 31:
2018	$	2,480.7			$	390.9			$	786.3			$	323.8			$	212.7			$	4,194.4
2019	127.7				3.8				5.3				20.5				38.0				195.3
2020	91.4				3.6				16.4				13.6				205.2				330.2
2021	1,366.6				3.5				14.5				12.1				1,622.9				3,019.6
2022	400.3				3.3				9.8				12.3				325.3				751.0
Thereafter	12,752.0				8,371.3				6,472.0				4,931.8				—				32,527.1
Total debt maturities	17,218.7				8,776.4				7,304.3				5,314.1				2,404.1				41,017.6
Deferred financing costs, discounts and premiums, net	( 65.8		)		( 51.5		)		( 52.8		)		( 24.2		)		( 28.9		)		( 223.2		)
Total debt	$	17,152.9			$	8,724.9			$	7,251.5			$	5,289.9			$	2,375.2			$	40,794.4
Current portion	$	2,480.7			$	390.9			$	786.3			$	323.8			$	43.6			$	4,025.3
Noncurrent portion	$	14,672.2			$	8,334.0			$	6,465.2			$	4,966.1			$	2,331.6			$	36,769.1

_______________

(a)	Amounts include the UPCB SPE Notes issued by the UPCB SPEs . As described above, the UPCB SPEs 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 .

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Capital lease obligations:

	Unitymedia				Telenet				UPC Holding				Virgin Media				Other				Total
	in millions
Year ending December 31:
2018	$	90.1			$	84.4			$	17.0			$	19.6			$	23.4			$	234.5
2019	89.5				72.1				16.9				10.4				16.5				205.4
2020	89.1				67.5				16.8				7.3				10.4				191.1
2021	88.8				64.2				17.9				7.5				5.1				183.5
2022	88.5				65.2				14.1				8.8				3.0				179.6
Thereafter	695.1				252.4				33.3				182.1				18.0				1,180.9
Total principal and interest payments	1,141.1				605.8				116.0				235.7				76.4				2,175.0
Amounts representing interest	( 418.7		)		( 149.7		)		( 20.3		)		( 156.6		)		( 9.2		)		( 754.5		)
Present value of net minimum lease payments	$	722.4			$	456.1			$	95.7			$	79.1			$	67.2			$	1,420.5
Current portion	$	35.8			$	57.1			$	12.2			$	14.7			$	20.3			$	140.1
Noncurrent portion	$	686.6			$	399.0			$	83.5			$	64.4			$	46.9			$	1,280.4

Non-cash Financing Transactions

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

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

	Year ended December 31,
	2017					2016					2015
	in millions
U.K.	$	( 991.3	)			$	1,165.4				$	780.4
U.S.	( 842.5		)			( 873.0		)			( 929.7		)
Belgium	140.0			—		13.7			—		175.4
Switzerland	111.6					273.9					395.3
Germany	31.3					( 49.3		)			( 5.1		)
The Netherlands	( 26.1		)	—		169.6			—		( 1,260.3		)
Other	21.0					( 52.8		)			67.1
Total	$	( 1,556.0	)			$	647.5				$	( 776.9	)

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Income tax benefit (expense) consists of:

	Current				Deferred				Total
	in millions
Year ended December 31, 2017:
The Netherlands	$	( 16.2	)		$	( 118.2	)		$	( 134.4	)
U.K.	( 3.3		)		( 64.7		)		( 68.0		)
Germany	( 78.6		)		19.7				( 58.9		)
Belgium	( 203.6		)		145.4				( 58.2		)
U.S. (a)	47.2				( 32.8		)		14.4
Switzerland	( 2.0		)		15.6				13.6
Other	( 21.1		)		3.1				( 18.0		)
Total	$	( 277.6	)		$	( 31.9	)		$	( 309.5	)
Year ended December 31, 2016:
The Netherlands	$	( 0.3	)		$	1,259.6			$	1,259.3
U.S. (a)	146.8				90.2				237.0
Belgium	( 105.0		)		57.0				( 48.0		)
Switzerland	( 48.4		)		5.3				( 43.1		)
Germany	( 77.9		)		41.0				( 36.9		)
U.K	( 12.3		)		1.2				( 11.1		)
Other	( 20.9		)		10.7				( 10.2		)
Total	$	( 118.0	)		$	1,465.0			$	1,347.0
Year ended December 31, 2015:
U.K.	$	( 0.9	)		$	( 209.0	)		$	( 209.9	)
The Netherlands	2.5				159.0				161.5
Belgium	( 125.4		)		11.1				( 114.3		)
Switzerland	( 63.2		)		( 14.7		)		( 77.9		)
Germany	( 66.7		)		24.3				( 42.4		)
U.S. (a)	( 79.4		)		54.1				( 25.3		)
Other	( 22.7		)		6.7				( 16.0		)
Total	$	( 355.8	)		$	31.5			$	( 324.3	)

_______________

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

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Income tax benefit (expense) attributable to our earnings (loss) 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,
	2017				2016				2015
	in millions
Computed “expected” tax benefit (expense) (a)	$	299.5			$	( 129.5	)		$	157.3
Change in valuation allowances (b):
Expense	( 365.8		)		( 272.0		)		( 493.5		)
Benefit	26.1				1,100.7				6.9
Non-deductible or non-taxable foreign currency exchange results (b):
Expense	( 247.9		)		( 33.1		)		( 4.0		)
Benefit	12.6				227.4				53.2
International rate differences (b) (c):
Benefit	125.8				132.1				192.6
Expense	( 35.7		)		( 19.8		)		( 45.6		)
Non-deductible or non-taxable interest and other expenses (b):
Expense	( 121.7		)		( 95.2		)		( 100.8		)
Benefit	35.3				51.5				48.1
Basis and other differences in the treatment of items associated with investments in subsidiaries and affiliates (b):
Expense	( 116.6		)		( 79.2		)		( 90.8		)
Benefit	35.5				172.7				0.9
Recognition of previously unrecognized tax benefits	13.2				210.9				44.4
Tax benefit associated with technologies innovation	12.1				72.6				21.0
Enacted tax law and rate changes (d)	10.9				( 157.7		)		( 282.0		)
Tax effect of intercompany financing	2.4				161.6				154.9
Other, net	4.8				4.0				13.1
Total income tax benefit (expense)	$	( 309.5	)		$	1,347.0			$	( 324.3	)

_______________

(a)

The statutory or “expected” tax rates are the U.K. rates of 19.25 % for 2017 , 20.00 % for 2016 and 20.25 % for 2015 . The 2017 statutory rate represents the blended rate that was in effect for the year ended December 31, 2017 based on the 20.0 % statutory rate that was in effect for the first quarter of 2017 and the 19.0 % statutory rate that was in effect for the remainder of 2017. The statutory rate for the 2015 periods represents the blended rate that was in effect for the year ended December 31, 2015 based on the 21.0 % statutory rate that was in effect for the first quarter of 2015 and the 20.0 % statutory rate that is in effect for the remainder of 2015.

(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)	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.

(d)

On December 25, 2017, a Belgian corporate income tax rate reduction was signed into law. The statutory tax rate will decrease from the current rate of 33.9 % to 29.58 % for years 2018 and 2019 and to 25.0 % in 2020. On December 22, 2017, the U.S. corporate income tax rate was reduced from 35% to 21% effective January 1, 2018. Substantially all of the impacts of both the Belgian and U.S. tax rate changes on our deferred tax balances were recorded during the fourth quarter of 2017. During 2015, the U.K. enacted legislation that provided for reductions in the corporate income tax rate from 20.0 % to 19.0 %

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in April 2017and from 19.0 % to 18.0 % in April 2020. Substantially all of the impacts of these rate changes on our deferred tax balances were 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.

The components of our deferred tax assets are as follows:

	December 31,
	2017				2016
	in millions
Deferred tax assets	$	3,157.2			$	2,826.4
Deferred tax liabilities (a)	( 643.2		)		( 669.9		)
Net deferred tax asset	$	2,514.0			$	2,156.5

_______________

(a)	Our deferred tax liabilities are included in other long-term liabilities 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,
	2017				2016
	in millions
Deferred tax assets:
Net operating loss and other carryforwards	$	5,542.0			$	5,176.6
Property and equipment, net	2,089.7				1,971.7
Debt	966.5				1,469.8
Derivative instruments	156.4				55.2
Intangible assets	104.7				86.1
Share-based compensation	71.7				118.7
Other future deductible amounts	189.6				260.9
Deferred tax assets	9,120.6				9,139.0
Valuation allowance	( 4,665.1		)		( 4,664.5		)
Deferred tax assets, net of valuation allowance	4,455.5				4,474.5
Deferred tax liabilities:
Property and equipment, net	( 939.5		)		( 902.4		)
Intangible assets	( 505.0		)		( 664.0		)
Deferred revenue	( 240.5		)		( 254.8		)
Investments (including consolidated partnerships)	( 130.3		)		( 144.7		)
Derivative instruments	( 1.6		)		( 175.5		)
Other future taxable amounts	( 124.6		)		( 176.6		)
Deferred tax liabilities	( 1,941.5		)		( 2,318.0		)
Net deferred tax asset	$	2,514.0			$	2,156.5

Our deferred income tax valuation allowance increased $ 0.6 million in 2017 . This increase reflects the net effect of (i) the effect of enacted tax law and rate changes, (ii) foreign currency translation adjustments, (iii) the net tax expense of $ 339.7 million , (iv) decreases associated with reductions in deferred tax assets and (v) other individually insignificant items.

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Virgin Media had property and equipment on which future U.K. tax deductions can be claimed of $ 19.4 billion and $ 17.9 billion at December 31, 2017 and 2016 , 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 2017 and 2016 deferred tax assets related to property and equipment, net, in the above table.

The significant components of our tax loss carryforwards and related tax assets at December 31, 2017 are as follows:

Country		Tax loss carryforward				Related tax asset				Expiration date
		in millions
U.K.:
Amount attributable to capital losses		$	16,367.9			$	2,782.5			Indefinite
Amount attributable to net operating losses		1,304.2				221.7				Indefinite
The Netherlands		4,399.7				1,099.9				2018-2025
U.S.		2,326.2				312.4				2032-2037
Germany		1,410.4				228.3				Indefinite
Belgium		1,334.4				335.3				Indefinite
Luxembourg		1,062.9				276.5				Indefinite
Ireland		705.3				88.2				Indefinite
France		574.3				166.4				Indefinite
Other		278.6				30.8				Various
Total		$	29,763.9			$	5,542.0

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. For this purpose, the outside basis difference is any difference between the aggregate tax basis in the equity of a consolidated subsidiary and the corresponding amount of the subsidiary’s net equity, including cumulative translation adjustments, as determined for financial reporting purposes. This outside basis difference does not include unremitted earnings. At December 31, 2017 , we have not provided deferred tax liabilities on an estimated $ 7.5 billion of cumulative temporary differences on the outside bases of our non- U.S. subsidiaries.

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

While we have limited operations in the U.S. , the 2017 U.S. Tax Act could have a material impact on our income tax expense. In addition to lowering the U.S. corporate tax rate from 35% to 21% effective January 1, 2018, the 2017 U.S. Tax Act contains significant changes to the U.S. income tax regime, including changes to the formation and use of net operating losses incurred after December 31, 2017 , changes to the income tax deductibility of certain business expenses, including interest expense and compensation paid to certain executive officers, the imposition of taxes on a one-time deemed mandatory repatriation of earnings and profits of foreign corporations (the Mandatory Repatriation Tax ) and a new tax on global intangible low-taxed income (the GILTI Tax ).

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With regard to the change in the corporate tax rate, we recorded the impacts of applying the new 21% tax rate to the net deferred tax assets and deferred tax liabilities associated with our U.S. operations during the fourth quarter of 2017. The impact of this change was not material.

The Mandatory Repatriation Tax requires that the aggregate post -1986 earnings and profits of our foreign corporations be included in our U.S. taxable income. The one-time repatriation of undistributed foreign earnings and profits is then taxed at a rate of 15.5% for cash earnings and 8% for non-cash earnings, both as defined in the 2017 U.S. Tax Act . Given the amount of information we are required to gather and analyze and the complexity involved in applying the new tax laws in our circumstances, we are currently unable to make a reasonable estimate of any Mandatory Repatriation Tax that we may ultimately incur. Accordingly, we have not yet recorded a Mandatory Repatriation Tax liability in our consolidated financial statements. If we ultimately conclude that we are responsible for a Mandatory Repatriation Tax , our effective tax rate will be negatively affected. Any such Mandatory Repatriation Tax could be material. Our evaluation of these amounts will be finalized during 2018.

The GILTI Tax will require our U.S. subsidiaries that are shareholders in foreign corporations to include in their taxable income for each year beginning after December 31, 2017 , their pro rata share of global intangible low-taxed income. The GILTI Tax is calculated as the excess of the net foreign corporation income over a deemed return.

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 Germany, the Netherlands, and the U.S. 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. 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:

	2017				2016				2015
	in millions
Balance at January 1	$	347.1			$	606.3			$	513.5
Additions for tax positions of prior years	171.2				8.0				23.1
Reductions for tax positions of prior years	( 35.6		)		( 186.6		)		( 42.2		)
Foreign currency translation	33.8				( 12.0		)		( 22.0		)
Additions based on tax positions related to the current year	15.6				23.5				142.3
Settlements with tax authorities	( 3.6		)		( 13.5		)		( 0.1		)
Lapse of statute of limitations	—				( 78.6		)		( 8.3		)
Effects of business acquisitions	—				—				—
Balance at December 31	$	528.5			$	347.1			$	606.3

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

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As of December 31, 2017 , our unrecognized tax benefits included $ 317.3 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 2018 , 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, 2017 . The amount of any such reductions could range up to $ 125 million , all of which would have a positive impact on our effective tax rate. 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 2018 . No assurance can be given as to the nature or impact of any changes in our unrecognized tax positions during 2018 .

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) 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 (iii) 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 are entitled to one vote for each such share held, and holders of Liberty Global 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 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. One Liberty Global Class A ordinary share is reserved for issuance for each Liberty Global Class B ordinary share that is issued ( 11,102,619 shares issued as of December 31, 2017 ). Additionally, at December 31, 2017 , we have reserved Liberty Global Shares for the issuance of outstanding share-based compensation awards, as set forth in the table below:

	Liberty Global Shares (a)
	Class A			Class C
Options	580,481			2,725,566
SARs	14,701,611			34,103,846
PSUs and RSUs	2,591,498			5,174,713

_______________

(a)	Includes share-based compensation awards held by former employees of Liberty Global that became employees of Liberty Latin America as a result of the Split-off Transaction . For additional information, see note 13 .

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

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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 will be entitled to receive their proportionate interests, expressed in liquidation units, in any assets available for distribution to our ordinary shares.

A summary of the changes in our share capital during 2017 , 2016 and 2015 is set forth in the table below:

	Liberty Global Shares																LiLAC Shares (a)																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 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 C&W Acquisition (note 4)	0.3				—				0.8				1.1				—				—				0.1				0.1				—				—				—				—
Repurchase and cancellation of Liberty Global Shares	( 0.3		)		—				( 0.3		)		( 0.6		)		—				—				—				—				—				—				—				—
Impact of the LiLAC Distribution (note 4)	—				—				—				—				0.4				—				0.8				1.2				—				—				—				—
Other	—				—				( 0.1		)		( 0.1		)		—				—				—				—				—				—				—				—
Balance at December 31, 2016	2.5				0.1				6.3				8.9				0.5				—				1.2				1.7				—				—				—				—
Impact of the Split-off Transaction (note 5)	—				—				—				—				( 0.5		)		—				( 1.2		)		( 1.7		)		—				—				—				—
Repurchase and cancellation of Liberty Global Shares	( 0.3		)		—				( 0.5		)		( 0.8		)		—				—				—				—				—				—				—				—
Balance at December 31, 2017	$	2.2			$	0.1			$	5.8			$	8.1			$	—			$	—			$	—			$	—			$	—			$	—			$	—			$	—

_______________

(a)	In connection with the Split-off Transaction , the LiLAC Shares were redesignated as deferred shares (with virtually no economic rights) and transferred to a third party. For additional information regarding the Split-off Transaction , see note 5 .

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 2016 U.K. Companies Act Report dated April 26, 2017, which are our most recent

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“Relevant Accounts” for the purposes of determining our Distributable Reserves under U.K. law, our Distributable Reserves were $ 24.9 billion as of December 31, 2016. This amount does not reflect earnings, share repurchases or other activity that occurred in 2017 , each of which impacts the amount of our Distributable Reserves.

Our board of directors has approved share repurchase programs for our Liberty Global Shares . In addition, from November 2016 through the completion of the Split-off Transaction , we were authorized to repurchase 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 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, 2017 , the remaining amount authorized for repurchases of Liberty Global Shares was $ 2.1 billion .

The following table provides details of our share repurchases during 2017 , 2016 and 2015 :

		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:
2017		34,881,510			$	33.73			52,523,651			$	32.71			$	2,894.7
2016		32,387,722			$	32.26			31,557,089			$	32.43			$	2,068.0
2015 (b)		—			$	—			49,984,562			$	46.91			$	2,344.5
LiLAC Shares:
2017		2,062,233			$	22.84			285,572			$	22.25			$	53.5
2016		720,800			$	20.65			313,647			$	21.19			$	21.5

_______________

(a)	Includes direct acquisition costs, 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.

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.

Subsidiary Distributions

From time to time, Telenet and certain other of our subsidiaries make cash distributions to their respective shareholders. Our share of these distributions is eliminated in consolidation and the noncontrolling interest owners’ share of these distributions is reflected as a charge against noncontrolling interests in our consolidated statements of equity.

Restricted Net Assets

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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,
	2017				2016				2015
	in millions
Liberty Global:
Performance-based incentive awards (a)	$	29.0			$	160.8			$	157.6
Non-performance based share-based incentive awards	108.6				108.1				148.2
Other (b)	14.2				—				—
Total Liberty Global (c)	151.8				268.9				305.8
Telenet share-based incentive awards (d)	20.7				12.2				9.2
Other	1.4				0.4				0.8
Total	$	173.9			$	281.5			$	315.8
Included in:
Other operating expenses	$	4.8			$	3.3			$	3.1
SG&A expenses	169.1				278.2				312.7
Total	$	173.9			$	281.5			$	315.8

_______________

(a)	Includes share-based compensation expense related to (i) PSU s, (ii) in 2016 , a challenge performance award plan for certain executive officers and key employees (the Challenge Performance Awards ) and (iii) through March 2017, the PGUs held by our Chief Executive Officer. The Challenge Performance Awards included PSAR s and PSU s.

(b)	Represents annual incentive compensation and defined contribution plan liabilities that have been or will be settled with Liberty Global Shares .

(c)

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 $ 99.5 million , including $ 8.2 million , $ 16.1 million and $ 69.3 million recognized during 2017, 2016 and 2015, respectively. In connection with the LiLAC Distribution in 2016 and the Split-off Transaction in 2017, our compensation committee also approved modifications to our outstanding share-based incentive awards (the 2016 Award Modification and 2017 Award Modification , respectively) in accordance with the underlying share-based incentive plans. As we determined that the incremental value associated with each of the 2016 Award Modification and 2017 Award Modification was immaterial, we did not recognize any incremental share-based compensation expense associated with these modifications.

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(d)	Represents the share-based compensation expense associated with Telenet’s share-based incentive awards, which, at December 31, 2017, included performance- and non-performance-based stock option awards with respect to 3,693,753 Telenet shares. These stock option awards had a weighted average exercise price of € 48.26 ( $ 58.02 ).

As of December 31, 2017 , $ 222.7 million of total unrecognized compensation cost related to our Liberty Global share-based compensation awards is expected to be recognized by our company over a weighted-average period of approximately 2.3 years . This amount includes unrecognized compensation cost of $ 14.3 million related to Liberty Latin America share-based compensation awards held by employees of Liberty Global expected to be recognized by our company over a weighted-average period of approximately 2.0 years .

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

	Year ended December 31,
	2017				2016				2015
Assumptions used to estimate fair value of options, SARs and PSARs granted:
Risk-free interest rate	1.66 - 2.16%				0.88 - 1.49%				0.96 - 1.89%
Expected life	3.0 - 6.4 years				3.1 - 5.5 years				3.0 - 5.5 years
Expected volatility	25.9 - 37.9%				27.4 - 42.9%				23.1 - 30.1%
Expected dividend yield	none				none				none
Weighted average grant-date fair value per share of awards granted:
Options	$	9.40			$	10.40			$	14.73
SARs	$	8.60			$	8.60			$	10.76
RSUs	$	31.24			$	36.67			$	51.85
PSUs	$	26.59			$	33.97			$	51.57
Total intrinsic value of awards exercised (in millions):
Options	$	13.4			$	16.9			$	106.8
SARs and PSARs	$	74.8			$	42.9			$	51.9
Cash received from exercise of options (in millions)	$	11.7			$	17.4			$	40.5
Income tax benefit related to share-based compensation of our continuing operations (in millions)	$	9.8			$	51.1			$	66.0

Share Incentive Plans — Liberty Global Ordinary Shares

Incentive Plans

As of December 31, 2017 , 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, 2017 , the Liberty Global 2014 Incentive Plan and the Liberty Global 2014 Nonemployee Director Incentive Plan had 56,671,902 and 9,464,495 ordinary shares available for grant, respectively.

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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.

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

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 that ended on 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. Participants earned 99.5 % of their targeted awards under the 2015 PSU s, which vested 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 ending December 31, 2018. The 2016 PSUs , as adjusted through the 2017 Award Modification , require delivery of compound annual growth rates of consolidated Adjusted OIBDA CAGR of 6.0 % during the three -year performance period for Liberty Global or Liberty Latin America depending on the respective class of shares underlying the award, 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, vested in three equal annual installments beginning 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. As of March 31, 2017, all PGUs were fully vested.

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.

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Share-based Award Activity — Liberty Global Ordinary Shares

The following tables summarize the share-based award activity during 2017 with respect to awards issued by Liberty Global . In the tables below, the “ Impact of Split-off Transaction ” amounts represent share-based awards held by former employees of Liberty Global that became employees of Liberty Latin America as a result of the Split-off Transaction . No further share-based compensation expense will be recognized by our company with respect to these awards.

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, 2017		707,293			$	21.53
Granted		96,823			$	31.13
Forfeited		( 14,742	)		$	29.23
Exercised		( 208,893	)		$	14.29
Outstanding at December 31, 2017		580,481			$	25.54			4.0		$	6.4
Exercisable at December 31, 2017		395,200			$	22.59			3.1		$	5.5

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, 2017		2,754,480			$	23.08
Granted		692,780			$	27.24
Forfeited		( 175,933	)		$	29.06
Exercised		( 545,761	)		$	13.94
Outstanding at December 31, 2017		2,725,566			$	25.58			3.0		$	23.2
Exercisable at December 31, 2017		2,347,482			$	24.79			2.5		$	21.5

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, 2017		13,182,578			$	30.89
Granted		3,190,836			$	35.81
Forfeited		( 569,484	)		$	36.17
Exercised		( 1,102,319	)		$	18.69
Impact of the Split-off Transaction		( 1,177,536	)		$	32.12
Outstanding at December 31, 2017		13,524,075			$	32.72			4.0		$	55.8
Exercisable at December 31, 2017 (a)		8,557,161			$	31.04			3.0		$	49.9

_______________

(a)	Excludes 753,714 SAR s at a weighted average exercise price of $ 29.67 that are held by former employees of Liberty Global .

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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, 2017		32,139,764			$	28.54
Granted		6,381,676			$	34.89
Forfeited		( 1,142,689	)		$	34.94
Exercised		( 3,274,905	)		$	17.88
Impact of the Split-off Transaction		( 2,798,710	)		$	29.84
Outstanding at December 31, 2017		31,305,136			$	30.60			3.7		$	136.4
Exercisable at December 31, 2017 (a)		21,348,878			$	28.76			2.8		$	128.2

_______________

(a)	Excludes 1,949,581 SAR s at a weighted average exercise price of $ 27.46 that are held by former employees of Liberty Global .

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, 2017		669,060			$	36.13
Granted		226,350			$	35.62
Forfeited		( 85,437	)		$	37.41
Released from restrictions		( 282,704	)		$	35.99
Impact of the Split-off Transaction		( 16,208	)		$	34.76
Outstanding at December 31, 2017		511,061			$	35.81			2.6

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, 2017		1,350,133			$	34.54
Granted		452,700			$	34.72
Forfeited		( 172,379	)		$	35.45
Released from restrictions		( 590,618	)		$	34.20
Impact of the Split-off Transaction		( 32,523	)		$	36.41
Outstanding at December 31, 2017		1,007,313			$	34.60			2.6

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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, 2017		2,980,587			$	33.30
Granted		94,122			$	35.32
Forfeited		( 281,408	)		$	30.86
Released from restrictions		( 729,072	)		$	41.13
Impact of the Split-off Transaction		( 129,434	)		$	30.28
Outstanding at December 31, 2017		1,934,795			$	31.00			1.7

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, 2017		333,334			$	37.72
Released from restriction		( 333,334	)		$	37.72
Outstanding at December 31, 2017		—			$	—			—

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, 2017		5,302,451			$	31.78
Granted		188,244			$	34.34
Forfeited		( 564,321	)		$	29.81
Released from restrictions		( 791,497	)		$	43.27
Impact of the Split-off Transaction		( 259,145	)		$	29.31
Outstanding at December 31, 2017		3,875,732			$	30.01			1.7

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A summary of changes in our restructuring liabilities during 2017 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, 2017	$	73.6			$	7.3			$	31.8			$	112.7
Restructuring charges	56.0				8.3				4.9				69.2
Cash paid	( 100.4		)		( 6.8		)		( 22.2		)		( 129.4		)
Reclassification to held for sale	( 0.4		)		—				—				( 0.4		)
Foreign currency translation adjustments	7.3				0.7				1.9				9.9
Restructuring liability as of December 31, 2017	$	36.1			$	9.5			$	16.4			$	62.0
Current portion	$	34.7			$	4.4			$	4.6			$	43.7
Noncurrent portion	1.4				5.1				11.8				18.3
Total	$	36.1			$	9.5			$	16.4			$	62.0

Our restructuring charges during 2017 included employee severance and termination costs related to certain reorganization and integration activities of $ 20.1 million in U.K./Ireland , $ 19.7 million in Germany and $ 10.0 million in Central and Corporate (as defined in note 18 ).

In connection with the BASE Acquisition , Telenet acquired BASE ’s mobile network in Belgium. As a result, Telenet is migrating its mobile subscribers from an MVNO arrangement to the BASE mobile network and expects to complete this migration by the end of the first half of 2018. The migration of Telenet ’s mobile subscribers will result in additional charges under the MVNO agreement in excess of usage-based charges. These incremental charges will be recognized as restructuring costs during 2018, and are expected to range between $ 30 million and $ 40 million . Telenet ’s MVNO agreement expires at the end of 2018.

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				Total
	in millions
Restructuring liability as of January 1, 2016	$	66.2			$	7.2			$	42.0			$	115.4
Restructuring charges	127.1				3.4				24.2				154.7
Cash paid	( 87.8		)		( 2.6		)		( 34.7		)		( 125.1		)
BASE liabilities at acquisition date	—				—				1.3				1.3
Disposal (a)	( 28.1		)		( 0.5		)		—				( 28.6		)
Foreign currency translation adjustments	( 3.8		)		( 0.2		)		( 1.0		)		( 5.0		)
Restructuring liability as of December 31, 2016	$	73.6			$	7.3			$	31.8			$	112.7
Current portion	$	69.4			$	2.2			$	19.8			$	91.4
Noncurrent portion	4.2				5.1				12.0				21.3
Total	$	73.6			$	7.3			$	31.8			$	112.7

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(a)	Represents restructuring liabilities associated with VodafoneZiggo 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 Central and Corporate and $ 10.8 million in the Netherlands. Central and Corporate also incurred contract termination charges of $ 22.7 million during 2016 .

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	$	25.2			$	12.5			$	72.2			$	109.9
Restructuring charges (credits)	99.2				( 0.8		)		( 8.2		)		90.2
Cash paid	( 64.9		)		( 5.8		)		( 13.1		)		( 83.8		)
Foreign currency translation adjustments and other	6.7				1.3				( 8.9		)		( 0.9		)
Restructuring liability as of December 31, 2015	$	66.2			$	7.2			$	42.0			$	115.4
Current portion	$	61.4			$	1.1			$	28.5			$	91.0
Noncurrent portion	4.8				6.1				13.5				24.4
Total	$	66.2			$	7.2			$	42.0			$	115.4

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 the defined benefit plans of our continuing operations:

	December 31,
	2017				2016				2015
	in millions
Fair value of plan assets (a)	$	1,414.0			$	1,199.6			$	1,092.6
Projected benefit obligation	$	1,379.4			$	1,253.2			$	1,188.3
Net asset (liability)	$	34.6			$	( 53.6	)		$	( 95.7	)

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(a)	The fair value of plan assets at December 31, 2017 includes $ 969.1 million , $ 146.7 million and $ 296.4 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.

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The net periodic pension cost of our continuing operations was $ 8.5 million , $ 12.5 million and $ 11.8 million during 2017, 2016 and 2015, respectively, including $ 24.9 million , $ 25.4 million and $ 24.8 million , respectively, representing the service cost component. 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. For information regarding a new accounting pronouncement that will impact our presentation of net periodic pension cost, see note 2 .

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)				Noncontrolling interests				Total accumulated other comprehensive earnings (loss)
		in millions
Balance at January 1, 2015		$	1,712.1			$	( 65.5	)		$	1,646.6			$	( 3.3	)		$	1,643.3
Other comprehensive loss		( 732.9		)		( 17.8		)		( 750.7		)		0.5				( 750.2		)
Balance at December 31, 2015		979.2				( 83.3		)		895.9				( 2.8		)		893.1
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		)		( 5.9		)		( 378.3		)
Other comprehensive earnings		1,942.8				0.3				1,943.1				1.7				1,944.8
Impact of the Split-off Transaction		56.4				28.9				85.3				—				85.3
Balance at December 31, 2017		$	1,726.6			$	( 70.6	)		$	1,656.0			$	( 4.2	)		$	1,651.8

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The components of other comprehensive earnings (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 earnings (loss), net of amounts reclassified to our consolidated statements of operations:

		Pre-tax amount				Tax benefit (expense)				Net-of-tax amount
		in millions
Year ended December 31, 2017:
Foreign currency translation adjustments (a)		$	1,971.4			$	—			$	1,971.4
Pension-related adjustments and other		20.0				( 2.7		)		17.3
Other comprehensive earnings from continuing operations		1,991.4				( 2.7		)		1,988.7
Other comprehensive loss from discontinued operations		( 45.0		)		1.1				( 43.9		)
Other comprehensive earnings		1,946.4				( 1.6		)		1,944.8
Other comprehensive earnings attributable to noncontrolling interests (b)		( 1.9		)		0.2				( 1.7		)
Other comprehensive earnings attributable to Liberty Global shareholders		$	1,944.5			$	( 1.4	)		$	1,943.1
Year ended December 31, 2016:
Foreign currency translation adjustments (a)		$	( 1,192.4	)		$	( 1.6	)		$	( 1,194.0	)
Pension-related adjustments and other		( 5.1		)		( 0.4		)		( 5.5		)
Other comprehensive loss from continuing operations		( 1,197.5		)		( 2.0		)		( 1,199.5		)
Other comprehensive loss from discontinued operations		( 72.1		)		0.2				( 71.9		)
Other comprehensive loss		( 1,269.6		)		( 1.8		)		( 1,271.4		)
Other comprehensive loss attributable to noncontrolling interests (b)		3.1				—				3.1
Other comprehensive loss attributable to Liberty Global shareholders		$	( 1,266.5	)		$	( 1.8	)		$	( 1,268.3	)
Year ended December 31, 2015:
Foreign currency translation adjustments (a)		$	( 766.6	)		$	4.2			$	( 762.4	)
Pension-related adjustments		( 25.3		)		6.5				( 18.8		)
Other comprehensive loss from continuing operations		( 791.9		)		10.7				( 781.2		)
Other comprehensive earnings from discontinued operations		31.4				( 0.4		)		31.0
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	)

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(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.

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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, 2017 :

	Payments due during:
	2018				2019				2020				2021				2022				Thereafter				Total
	in millions
Network and connectivity commitments	$	833.4			$	378.6			$	307.8			$	267.5			$	76.4			$	952.1			$	2,815.8
Programming commitments	1,040.8				626.5				275.7				96.0				48.4				64.7				2,152.1
Purchase commitments	1,092.1				237.6				165.5				48.2				21.5				59.0				1,623.9
Operating leases	104.2				89.7				73.8				60.8				50.6				201.1				580.2
Other commitments	27.0				9.0				2.7				0.5				0.3				0.1				39.6
Total (a)	$	3,097.5			$	1,341.4			$	825.5			$	473.0			$	197.2			$	1,277.0			$	7,211.6

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(a)	The commitments included in this table do not reflect any liabilities that are included in our December 31, 2017 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 $ 1,816.2 million , $ 2,104.5 million and $ 2,066.6 million during 2017 , 2016 and 2015 , 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

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information regarding our derivative instruments, including the net cash paid or received in connection with these instruments during 2017 , 2016 and 2015 , 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 $ 188.7 million , $ 205.2 million and $ 204.7 million during 2017 , 2016 and 2015 , 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 $ 37.0 million , $ 70.4 million and $ 75.0 million during 2017 , 2016 and 2015 , 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. 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 ( $ 1.7 billion ).

In December 2017, the Court of Appeals of Antwerp issued a judgment rejecting Proximus’ claims. Proximus has the right to appeal the Court of Appeals of Antwerp’s judgment with the Supreme Court (Hof van Cassatie / Cour de Cassation), however Proximus has not done so to date. 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 ( $ 24.0 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.

Telekom Deutschland Litigation. On December 28, 2012, Unitymedia filed a lawsuit against Telekom Deutschland in which Unitymedia asserts that it pays excessive prices for the co-use of Telekom Deutschland ’s cable ducts in Unitymedia ’s footprint.

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The Federal Network Agency approved rates for the co-use of certain ducts of Telekom Deutschland in March 2011. Based in part on these approved rates, Unitymedia is seeking a reduction of the annual lease fees (approximately € 76 million ( $ 91 million ) for 2017) 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.

Belgium Regulatory Developments. In 2011, the Belgisch Instituut voor Post en Telecommunicatie and the regional regulators for the media sectors (together, the Belgium Regulatory Authorities ) found Telenet to have significant market power in the broadcasting market (the 2011 Decision ). The 2011 Decision imposed on Telenet an obligation to provide third-party operators, at specified tariff rates, with (i) a resale offer of an analog television package, (ii) access to digital television platforms and (iii) a resale offer of broadband internet access in combination with the digital television access obligation.We refer to the tariff portion of the 2011 Decision as the “ Retail Minus Rules ”. On November 12, 2014, the 2011 Decision was upheld by the Court of Appeal, and the Court of Appeal also accepted Proximus ’ claim that Proximus should be allowed access to the digital television platforms of other operators, including Telenet , for the purpose of reselling bundles of digital video and broadband internet services. On November 30, 2015, Telenet filed an appeal of the Court of Appeal’s ruling with the Belgian Supreme Court. As required by the 2011 Decision , Telenet has implemented the access obligations at the rates specified by the Retail Minus Rules , and on March 1, 2016, Orange Belgium NV launched a commercial offer combining a cable television package with broadband internet access for certain of their mobile customers. On October 2, 2017, in a separate action, the Court of Appeal annulled the Retail Minus Rules , but maintained the effects of the Retail Minus Rules until April 30, 2018. Accordingly, as of May 1, 2018, the tariff rates for Telenet ’s resale obligations will be unregulated until a new decision from the Belgium Regulatory Authorities is adopted.

On July 7, 2017, the Belgium Regulatory Authorities published a draft market review decision (the 2017 Draft Decision ) that, once adopted, will replace the 2011 Decision . The 2017 Draft Decision proposed a finding of significant market power of Telenet in the wholesale broadband market. Proposed obligations include (i) providing third-party operators with access to the digital television platform (including basic digital video and analog video) and (ii) making available to third-party operators a bitstream offer of broadband internet access (including fixed voice as an option). The 2017 Draft Decision is expected to be submitted to the European Commission in the first quarter of 2018. Telenet considers the 2017 Draft Decision to be inconsistent with the principle of technology-neutral regulation and the European Single Market Strategy to stimulate further investments in broadband networks.

The 2011 Decision and the 2017 Draft Decision aim to, and in their application, may strengthen Telenet ’s competitors by granting them resale access to Telenet ’s network to offer competing products and services notwithstanding Telenet ’s substantial historical financial outlays in developing the infrastructure. In addition, any resale access granted to competitors could (i) limit the bandwidth available to Telenet to provide new or expanded products and services to the customers served by its network and (ii) adversely impact Telenet ’s ability to maintain or increase its revenue and cash flows. The extent of any such adverse impacts ultimately will be dependent on the extent that competitors take advantage of the resale access afforded to Telenet ’s network, the rates that Telenet receives for such access and other competitive factors or market developments.

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 £ 46.7 million ( $ 63.2 million ) as of December 31, 2017 . 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.

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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 ( $ 20.9 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, and on November 9, 2017, the Hungarian Supreme Court affirmed the decision of the Budapest court. We consider this matter to be closed.

Ziggo Acquisition Matter. In July 2015, KPN N.V. appealed the European Commission ’s 2014 approval of the acquisition by Liberty Global of Ziggo Holding B.V. ( Ziggo ). We were not a party to that case. In October 2017, the European Union ( E.U. ) General Court annulled the European Commission ’s approval on procedural grounds in that it found that the European Commission had failed to adequately explain the reasons for elements of its decision. This annulment has no impact on the day-to-day operations of the VodafoneZiggo JV . We are in the process of renotifying our acquisition of Ziggo to the European Commission for a new merger clearance and expect to complete this process during 2018. The 2014 merger clearance was based on certain remedies, and our expectation is that these remedies will continue. However, there can be no assurance that other remedies will not be required as a result of the renotification, and any such additional remedies may have an operational impact for the VodafoneZiggo JV .

Other Regulatory Issues. Video distribution, broadband internet, fixed-line telephony, mobile and content businesses are regulated in each of the countries in which we or our affiliates operate. The scope of regulation varies from country to country, although in some significant respects regulation in European markets is harmonized under the regulatory structure of the 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.

Effective April 1, 2017, the rateable value of our existing network and other assets in the U.K. increased significantly. This increase affects 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 change, together with a similar change in Ireland, will result in significant increases in our network infrastructure charges. The aggregate amount of these increases was £ 25.5 million ( $ 32.8 million at the average rate for the year) during 2017 and will build to a maximum aggregate increase of up to £ 110.0 million ( $ 148.8 million ) in 2021. We continue to believe that these increases are excessive and retain the right of appeal should more favorable agreements be reached with other operators. The rateable value of network and other assets constructed under our network extension program in the U.K. remains subject to review by the U.K. government.

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

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As of December 31, 2017 , our reportable segments are as follows:

•	U.K./Ireland

•	Belgium

•	Germany

•	Switzerland/Austria

•	Central and Eastern Europe

During the fourth quarter of 2017, we began presenting our “Central and other” and “Corporate and other” categories as one combined operating segment, which is now referred to as “ Central and Corporate .” This change was made as a result of internal changes in organizational structures and changes in how our central and corporate functions are evaluated and monitored by our chief operating decision maker. Previously, these categories were presented separately. Segment information for all periods presented has been revised to reflect the above-described change.

On December 31, 2016, we completed the VodafoneZiggo JV Transaction , whereby we contributed VodafoneZiggo Holding (including Ziggo Sport ) to the VodafoneZiggo JV . In our segment presentation for the years ended December 31, 2016 and 2015, VodafoneZiggo Holding (exclusive of Ziggo Sport , which became a subsidiary of VodafoneZiggo Holding in October 2016) is separately reported as “ The Netherlands ” and Ziggo Sport is included in Central and Corporate . Effective January 1, 2017, following the closing of the VodafoneZiggo JV Transaction , we have identified the VodafoneZiggo JV as a nonconsolidated reportable segment. Accordingly, our results of operations for 2016 and 2015 include the operations of VodafoneZiggo Holding and Ziggo Sport while our results of operations for 2017 and our consolidated balance sheets as of December 31, 2017 and 2016 exclude such entities. For additional information regarding the VodafoneZiggo 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 communications services, including video, broadband internet, fixed-line telephony and mobile services. At December 31, 2017 , we provided residential and B2B communications services in 12 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. Central and Corporate includes (i) revenue earned from services provided to the VodafoneZiggo JV , (ii) costs associated with certain centralized functions, including billing systems, network operations, technology, marketing, facilities, finance and other administrative functions and (iii) less significant consolidated operating segments that provide programming and other services, including Ziggo Sport through December 31, 2016 .

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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 , 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 and other less significant majority-owned subsidiaries are reflected in net earnings or loss attributable to noncontrolling interests in our consolidated statements of operations. Similarly, despite only holding a 50 % noncontrolling interest in the VodafoneZiggo JV , we present 100 % of its revenue and Adjusted OIBDA in the tables below. Our share of the VodafoneZiggo JV 's operating results is included in share of losses of affiliates, net, in our consolidated statements of operations. For additional information, see notes 1 and 4 .

	Year ended December 31,
	2017								2016								2015
	Revenue				Adjusted OIBDA				Revenue				Adjusted OIBDA				Revenue				Adjusted OIBDA
	in millions
U.K./Ireland	$	6,398.7			$	2,894.5			$	6,508.8			$	2,930.9			$	7,058.7			$	3,162.1
Belgium	2,865.3				1,299.7				2,691.1				1,173.4				2,021.0				990.3
Germany	2,705.4				1,700.3				2,539.7				1,586.4				2,399.5				1,502.1
Switzerland/Austria	1,766.0				1,054.3				1,755.6				1,069.3				1,758.2				1,040.1
Central and Eastern Europe	1,183.6				516.2				1,088.4				471.5				1,066.6				474.0
The Netherlands	—				—				2,690.8				1,472.7				2,745.3				1,519.5
Central and Corporate	144.8				( 379.4		)		73.2				( 540.5		)		51.5				( 511.8		)
Intersegment eliminations	( 14.9		)		—				( 62.6		)		—				( 38.1		)		—
Total	$	15,048.9			$	7,085.6			$	17,285.0			$	8,163.7			$	17,062.7			$	8,176.3
VodafoneZiggo JV	$	4,537.7			$	1,908.6			$	—			$	—			$	—			$	—

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The following table provides a reconciliation of our consolidated segment Adjusted OIBDA from continuing operations to earnings (loss) from continuing operations before income taxes:

	Year ended December 31,
	2017				2016				2015
	in millions
Total segment Adjusted OIBDA from continuing operations	$	7,085.6			$	8,163.7			$	8,176.3
Share-based compensation expense	( 173.9		)		( 281.5		)		( 315.8		)
Depreciation and amortization	( 4,857.0		)		( 5,213.8		)		( 5,609.4		)
Impairment, restructuring and other operating items, net	( 107.2		)		( 186.2		)		( 150.0		)
Operating income	1,947.5				2,482.2				2,101.1
Interest expense	( 1,889.6		)		( 2,324.4		)		( 2,284.1		)
Realized and unrealized gains (losses) on derivative instruments, net	( 1,412.0		)		1,071.0				619.9
Foreign currency transaction gains (losses), net	166.4				( 400.1		)		( 925.8		)
Realized and unrealized gains (losses) due to changes in fair values of certain investments and debt, net	36.9				( 461.5		)		124.5
Losses on debt modification and extinguishment, net	( 343.3		)		( 238.1		)		( 388.0		)
Share of losses of affiliates	( 95.2		)		( 111.6		)		( 54.3		)
Gain on the VodafoneZiggo JV Transaction	4.5				520.8				—
Other income, net	28.8				109.2				29.8
Earnings (loss) from continuing operations before income taxes	$	( 1,556.0	)		$	647.5			$	( 776.9	)

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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,
	2017				2016				2017				2016
	in millions
U.K./Ireland	$	17,678.3			$	16,287.4			$	21,968.4			$	20,445.8
Belgium	6,067.9				4,961.8				6,992.8				5,724.7
Germany	8,272.5				7,388.9				8,578.6				7,937.2
Switzerland/Austria	4,212.5				5,054.3				5,740.8				5,415.3
Central and Eastern Europe	2,783.0				2,262.4				2,908.7				2,360.7
Central and Corporate (a)	1,007.1				784.5				11,407.5				12,634.2
Total - continuing operations	40,021.3				36,739.3				57,596.8				54,517.9
Discontinued operations	—				12,005.2				—				14,166.2
Total	$	40,021.3			$	48,744.5			$	57,596.8			$	68,684.1
VodafoneZiggo JV	$	24,017.4			$	21,782.7			$	24,900.2			$	25,894.1

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(a)	The total asset amounts include our equity method investment in the VodafoneZiggo JV and related receivables.

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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,
	2017				2016				2015
	in millions
U.K./Ireland	$	2,161.8			$	1,761.1			$	1,527.3
Belgium	691.0				588.4				371.6
Germany	696.8				594.3				535.7
Switzerland/Austria	369.0				368.7				315.6
Central and Eastern Europe	398.2				330.5				277.3
The Netherlands	—				588.9				536.1
Central and Corporate (a)	448.0				406.7				346.6
Total property and equipment additions	4,764.8				4,638.6				3,910.2
Assets acquired under capital-related vendor financing arrangements	( 2,635.8		)		( 2,018.7		)		( 1,481.5		)
Assets acquired under capital leases	( 169.8		)		( 104.2		)		( 106.1		)
Changes in current liabilities related to capital expenditures	( 6.1		)		( 361.8		)		( 50.3		)
Total capital expenditures	$	1,953.1			$	2,153.9			$	2,272.3
Property and equipment additions - VodafoneZiggo JV	$	933.9			$	—			$	—

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(a)	Includes amounts that represent the net impact of changes in inventory levels associated with certain centrally-procured network equipment. This equipment is ultimately transferred to our operating subsidiaries.

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Revenue by Major Category

Our revenue by major category for our consolidated reportable segments is set forth below. Effective April 1, 2017, we changed the categories that we present in this table in order to align with our internal reporting. These changes were retroactively reflected in the prior-year periods.

	Year ended December 31,
	2017				2016				2015
	in millions
Residential revenue:
Residential cable revenue (a):
Subscription revenue (b):
Video	$	4,437.8			$	5,655.6			$	5,786.4
Broadband internet	4,019.9				4,523.4				4,495.1
Fixed-line telephony	2,176.8				2,709.3				2,926.0
Total subscription revenue	10,634.5				12,888.3				13,207.5
Non-subscription revenue	504.9				516.4				521.0
Total residential cable revenue	11,139.4				13,404.7				13,728.5
Residential mobile revenue (c):
Subscription revenue (b)	1,035.2				1,135.2				993.3
Non-subscription revenue	656.3				608.4				432.1
Total residential mobile revenue	1,691.5				1,743.6				1,425.4
Total residential revenue	12,830.9				15,148.3				15,153.9
B2B revenue (d):
Subscription revenue	498.3				476.5				304.9
Non-subscription revenue	1,492.4				1,569.6				1,572.0
Total B2B revenue	1,990.7				2,046.1				1,876.9
Other revenue (e)	227.3				90.6				31.9
Total	$	15,048.9			$	17,285.0			$	17,062.7

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(a)	Residential cable subscription revenue includes amounts received from subscribers for ongoing services. Residential cable non-subscription revenue includes, among other items, channel carriage fees, installation revenue, late fees and revenue from the sale of equipment.

(b)	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.

(c)	Residential mobile subscription revenue includes amounts received from subscribers for ongoing services. Residential mobile non-subscription revenue includes, among other items, interconnect revenue and revenue from sales of mobile handsets and other devices.

(d)

B2B subscription revenue represents revenue from 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. B2B non-subscription revenue includes business broadband internet, video, fixed-line telephony, mobile and data services offered to medium to large enterprises and, on a wholesale basis, to other operators.

(e)	Other revenue during 2017 includes, among other items, revenue earned from services provided to the VodafoneZiggo JV .

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Geographic Segments

The revenue of our geographic segments is set forth below:

	Year ended December 31,
	2017				2016				2015
	in millions
U.K.	$	5,927.9			$	6,070.4			$	6,663.3
Belgium	2,865.3				2,691.1				2,021.0
The Netherlands	—				2,690.8				2,745.3
Germany	2,705.4				2,539.7				2,399.5
Switzerland	1,370.1				1,377.3				1,390.3
Ireland	470.8				438.4				395.4
Poland	417.9				391.4				399.7
Austria	395.9				378.3				367.9
Hungary	305.7				273.1				258.5
The Czech Republic	201.5				180.4				176.6
Romania	181.6				169.9				158.1
Slovakia	59.4				58.4				59.3
Other, including intersegment eliminations	147.4				25.8				27.8
Total	$	15,048.9			$	17,285.0			$	17,062.7
VodafoneZiggo JV (the Netherlands)	$	4,537.7			$	—			$	—

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

	December 31,
	2017				2016
	in millions
U.K.	$	16,902.9			$	15,638.7
Germany	8,272.5				7,388.9
Belgium	6,067.9				4,961.8
Switzerland	4,212.5				4,057.3
Austria	—				997.0
Poland	1,028.4				840.9
Ireland	775.4				648.7
The Czech Republic	646.6				529.1
Hungary	612.6				519.4
Romania	279.0				228.2
Slovakia	132.8				109.6
U.S. and other (a)	1,090.7				819.7
Total	$	40,021.3			$	36,739.3
VodafoneZiggo JV (the Netherlands)	$	24,017.4			$	21,782.7

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

(1)

This table includes (i) SAR s and PSARs with respect to 14,701,611 and 34,103,846 , Liberty Global Class A and Liberty Global Class C ordinary shares, respectively. Upon exercise, the appreciation of a SAR , which is the difference between the base price of the SAR and the then-market value of the respective underlying class of ordinary shares or in certain cases, if lower, a specified price, may be paid in shares of the applicable class of ordinary shares. Based upon the respective market prices of Liberty Global Class A and Class C ordinary shares at December 31, 2017 and excluding any related tax effects, 1,714,698 and 4,454,272 Liberty Global Class A and Liberty Global Class C ordinary shares, respectively, would have been issued if all outstanding and in-the-money SAR s had been exercised on December 31, 2017 . For further information, see note 13 to our consolidated financial statements.

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(2)	In addition to the option, SAR and PSAR information included in this table, there are outstanding RSU and PSU awards under the various incentive plans with respect to an aggregate of 2,591,498 and 5,174,713 , Liberty Global Class A and Liberty Global Class C ordinary shares, respectively.

(3)

In connection with the Split-off Transaction and pursuant to the terms of the Liberty Latin America Transitional Share Conversion Plan, a holder of an outstanding equity award with respect to shares of LiLAC Class A, LiLAC Class B, and LiLAC Class C ordinary shares (a LiLAC Award ) received an equity award based on the corresponding class of Liberty Latin America common stock with the same terms, including base price and number of shares, as the original LiLAC Award . As a result, all LiLAC Award s of Liberty Global are no longer outstanding under any of our share incentive plans.

(4)

The Liberty Global 2014 Incentive Plan permits grants of, or with respect to, Liberty Global Class A, Class B, or Class C ordinary shares subject to a single aggregate limit of 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, 2017 , an aggregate of 56,671,902 ordinary shares were available for issuance pursuant to the incentive plan. For further information, see note 13 to our consolidated financial statements.

(5)

The Liberty Global 2014 Nonemployee Director Incentive Plan permits grants of, or with respect to, Liberty Global Class A, Class B, or Class C ordinary shares subject to a single aggregate limit of 10.5 million shares, subject to anti-dilution adjustments. As of December 31, 2017 , an aggregate of 9,464,495 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.

(6)	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 .

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Item 15.	EXHIBITS, FINANCIAL STATEMENT SCHEDULES

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Item 16.	FORM 10-K SUMMARY

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SCHEDULE I

(Parent Company Information - See Notes to Consolidated Financial Statements)

CONDENSED BALANCE SHEETS

(Parent Company Only)

	December 31,
	2017				2016
	in millions
ASSETS
Current assets:
Cash and cash equivalents	$	73.2			$	58.9
Interest receivables — related-party	1.8				451.5
Other receivables — related-party	44.6				338.8
Other current assets	5.8				7.3
Total current assets	125.4				856.5
Long-term notes receivable — related-party	975.8				10,537.0
Investments in consolidated subsidiaries, including intercompany balances	17,472.6				9,460.3
Other assets, net	17.8				16.4
Total assets	$	18,591.6			$	20,870.2

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LIBERTY GLOBAL PLC

SCHEDULE I

(Parent Company Information - See Notes to Consolidated Financial Statements)

CONDENSED BALANCE SHEETS — (Continued)

(Parent Company Only)

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SCHEDULE I

(Parent Company Information - See Notes to Consolidated Financial Statements)

CONDENSED STATEMENTS OF OPERATIONS

(Parent Company Only)

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SCHEDULE I

(Parent Company Information - See Notes to Consolidated Financial Statements)

CONDENSED STATEMENTS OF CASH FLOWS

(Parent Company Only)

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SCHEDULE II

VALUATION AND QUALIFYING ACCOUNTS