Liberty Global
Annual Report 2016

Plain-text annual report

UNITED STATES SECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549Form 10-KþANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2016OR¨TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-35961Liberty Global plc(Exact name of Registrant as specified in its charter)England and Wales 98-1112770(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) Griffin House, 161 Hammersmith Rd, London, United Kingdom W6 8BS(Address of principal executive offices) (Zip Code)Registrant’s telephone number, including area code: +44.208.483.6449 or 303.220.6600Securities registered pursuant to Section 12(b) of the Act:Title of Each Class Name of Each Exchange on Which RegisteredLiberty Global Class A Ordinary Share, nominal value $0.01 per share NASDAQ Global Select MarketLiberty Global Class B Ordinary Shares, nominal value $0.01 per share NASDAQ Global Select MarketLiberty Global Class C Ordinary Shares, nominal value $0.01 per share NASDAQ Global Select MarketLiLAC Class A Ordinary Share, nominal value $0.01 per share NASDAQ Global Select MarketLiLAC Class B Ordinary Shares, nominal value $0.01 per share OTC LinkLiLAC Class C Ordinary Shares, nominal value $0.01 per share NASDAQ Global Select MarketSecurities registered pursuant to Section 12(g) of the Act: noneIndicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes þ No ¨Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No þIndicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding12 months and (2) has been subject to such filing requirements for the past 90 days. Yes þ No ¨Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted andposted pursuant to Rule 405 of Regulation S-T during the preceding 12 months. Yes þ No ¨Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’sknowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definition of “largeaccelerated filer, accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. Check one:Large Accelerated Filer þ Accelerated Filer ¨ Non-Accelerated Filer ¨ Smaller Reporting Company ¨Indicate by check mark whether the registrant is a shell company as defined in Rule 12b-2 of the Exchange Act. Yes ¨ No þState the aggregate market value of the voting and non-voting common equity held by non-affiliates, computed by reference to the price at which the common equity was last sold,or the average bid and ask price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter: $27.6 billion.The number of outstanding ordinary shares of Liberty Global plc as of February 10, 2017 was: Class A Class B Class CLiberty Global ordinary shares253,429,669 10,805,850 630,706,163LiLAC ordinary shares50,199,758 1,888,323 120,649,072DOCUMENTS INCORPORATED BY REFERENCEPortions of the definitive proxy statement for the Registrant’s 2017 Annual General Meeting of Shareholders are incorporated by reference in Part III of this Form 10-K. LIBERTY GLOBAL PLC2016 ANNUAL REPORT ON FORM 10-KTABLE OF CONTENTS PageNumber PART I Item 1.BusinessI-1Item 1A.Risk FactorsI-55Item 1B.Unresolved Staff CommentsI-71Item 2.PropertiesI-71Item 3.Legal ProceedingsI-71Item 4.Mine Safety DisclosuresI-71 PART II Item 5.Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity SecuritiesII-1Item 6.Selected Financial DataII-6Item 7.Management’s Discussion and Analysis of Financial Condition and Results of OperationsII-8Item 7A.Quantitative and Qualitative Disclosures About Market RiskII-86Item 8.Financial Statements and Supplementary DataII-92Item 9.Changes in and Disagreements with Accountants on Accounting and Financial DisclosureII-92Item 9A.Controls and ProceduresII-92Item 9B.Other InformationII-92 PART III Item 10.Directors, Executive Officers and Corporate GovernanceIII-1Item 11.Executive CompensationIII-1Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Shareholder MattersIII-1Item 13.Certain Relationships and Related Transactions, and Director IndependenceIII-1Item 14.Principal Accountant Fees and ServicesIII-1 PART IV Item 15.Exhibits, Financial Statement SchedulesIV-1Item 16.Form 10-K SummaryIV-7PART IItem 1. BUSINESSWho We AreWe are Liberty Global plc (Liberty Global), the world's largest international television and broadband company—investing, innovating andempowering our customers to be a part of the digital revolution. We are investing in the communication highways of our age. These investments includeacquisitions, network extensions and expansion, technology upgrades and our initiatives to engage our people, our customers and the communities in whichwe operate. Our investments put us at the center of the digital revolution and allow us to drive global innovation through new products, opportunities andapplications. We are innovating through technology by building a strong convergence of fixed and mobile communication opportunities reaching gigabitspeeds. It is through our operations that we bring the benefits of our global innovation to life. We empower our customers with quality services and productsthat give them the freedom to connect, converse, work and be entertained anytime, anywhere they choose. We believe our enhanced digital products andservices will deliver customer satisfaction, enhance our revenue streams and generate cost savings—the goals of our “Liberty GO” program. For furtherinformation on Liberty GO, see Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations-Overview included in PartII of this Annual Report.Liberty Global has operations in more than 30 countries serving 24.7 million customers at December 31, 2016. We consolidate these operations listedbelow, with the exception of VodafoneZiggo (defined below).Brand Entity Location Ownership Virgin Media United Kingdom & Ireland 100.0% Unitymedia Germany 100.0% Telenet Belgium 57.4% UPC Holding Switzerland, Austria, Poland, Hungary,Romania, Czech Republic, Slovakia 100.0% VodafoneZiggo Netherlands 50.0% VTR Chile 100.0% CWC Caribbean, Latin America & Seychelles 100.0%* Liberty Puerto Rico Puerto Rico 60.0%* CWC’s operations are provided through various consolidated subsidiaries, including the following subsidiaries where we own less than 100%: Cable & WirelessPanama, SA (a 49.0%-owned entity that owns most of our operations in Panama), The Bahamas Telecommunications Company Limited (a 49.0%-owned entity thatowns all of our operations in the Bahamas), Cable & Wireless Jamaica Limited (an 82.0%-owned entity that owns the majority of our operations in Jamaica) and Cable& Wireless Barbados Limited (an 81.1%-owned entity that owns the majority of our operations in Barbados).I-1General Development of BusinessAs a result of a series of mergers that were completed on June 7, 2013, Liberty Global became the publicly-held parent company of the successors bymerger of Liberty Global, Inc. (the predecessor to Liberty Global) and Virgin Media Inc. (Virgin Media). In the following text, the terms “we”, “our”, “ourcompany” and “us” may refer, as the context requires, to Liberty Global (or its predecessor) or collectively to Liberty Global (or its predecessor) and itssubsidiaries. Unless otherwise indicated, convenience translations into United States (U.S.) dollars are calculated as of December 31, 2016, and operationaldata, including subscriber statistics and ownership percentages, are as of December 31, 2016.On December 31, 2016, our company and Vodafone Group Plc (Vodafone) formed a 50:50 joint venture, called VodafoneZiggo Group Holding B.V.(VodafoneZiggo). VodafoneZiggo combined our subsidiary VodafoneZiggo Holding B.V., formerly known as Ziggo Group Holding B.V. (Ziggo GroupHolding), with Vodafone’s mobile business in the Netherlands to create a national unified communications provider in the Netherlands with complementarystrengths across video, broadband, mobile and business services. As a result of the formation of VodafoneZiggo, effective December 31, 2016, we treatVodafoneZiggo as an equity method investment and no longer consolidate Ziggo Group Holding. For additional information on this transaction, see note 5to our consolidated financial statements included in Part II of this Annual Report on Form 10-K.Expansion and AcquisitionsWe have expanded our broadband footprint through new build projects and strategically selected acquisitions. Our new build projects consist of networkextension programs pursuant to which we connect additional homes and businesses to our broadband communications network (Network Extensions). Ourinvestment in Network Extensions is critical not only for our business to grow, but also for the countries and communities in which we operate. The NetworkExtensions, together with upgrades to our existing networks and next generation customer premises equipment, provide our customers the means to enter thegigaworld society. During 2016, we initiated Network Extensions in the Germany, Chile, Central and Eastern Europe and certain other markets. During 2015and 2016, we connected approximately 715,000 homes and commercial premises to Virgin Media’s two-way network (including technical upgrades in theUnited Kingdom (U.K.)). During 2016, we connected approximately 1.0 million homes and commercial premises (including upgrades in Germany and Chile)to our two-way networks in the other markets mentioned above. Pursuant to Network Extensions, in 2017, we expect to (1) connect approximately 1.4 millionadditional homes and commercial premises (excluding upgrades) to our two-way networks attributed to the “Liberty Global Group” (as defined anddescribed below) and (2) connect or upgrade approximately 450,000 additional homes and commercial premises to our two-way networks attributed to the“LiLAC Group” (as defined and described below). Depending on a variety of factors, however, including the financial and operations results of the earlierphases of our new build programs, any Network Extensions may be continued, modified or cancelled at our discretion. For further information on NetworkExtensions, see Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations-Overview included in Part II of this AnnualReport.Over the past decade, we have also completed several strategic acquisitions both in Europe and in Latin America. We made these acquisitions in order todeliver the scale that allows us to innovate effectively and invest in great content and the best products. This enables us to deliver quality services to ourcustomers. Our significant acquisitions include:•On May 16, 2016, we acquired Cable & Wireless Communications Limited (CWC), a provider of telecommunication services, including mobile andhigh-speed broadband, focused in Latin America and the Caribbean (the CWC Acquisition).•On February 11, 2016, Telenet Group Holding N.V. (Telenet) acquired BASE Company N.V. (BASE), the third-largest mobile network operator inBelgium.•On June 3, 2015, we acquired, together with investment funds affiliated with Searchlight Capital Partners, L.P. (Searchlight), Choice Cable TV(Choice), a cable and broadband services provider in Puerto Rico, which was integrated into our Liberty Cablevision of Puerto Rico LLC (LibertyPuerto Rico) operations.•In November 2014, we gained control of Ziggo Holding B.V. (Ziggo), a provider of video, broadband internet, fixed-line telephony and mobileservices in the Netherlands, and integrated Ziggo into our Netherlands broadband operations. This business was contributed to form VodafoneZiggo,a 50:50 joint venture, on December 31, 2016.•On November 8, 2012, we completed a series of transactions with Searchlight through which we acquired San Juan Cable LLC, dba OneLinkCommunications, a broadband communications operator in Puerto Rico.I-2•On December 15, 2011, we acquired all of the outstanding shares of Kabel BW Musketeer GmbH, Germany’s third largest cable television operatorbased on number of subscribers, and integrated it into our Unitymedia GmbH (Unitymedia) operations.•On September 16, 2011, we acquired Aster Sp. Z.o.o., a broadband communications provider in Poland.•On January 28, 2010, we acquired Unitymedia, the second largest cable television provider in Germany based on the number of subscribers.For additional information on our more recent acquisitions, including related financings, see notes 4 and 10 to our consolidated financial statementsincluded in Part II of this Annual Report on Form 10-K. In addition, we have completed various other smaller acquisitions in the normal course of business.Pending AcquisitionsRecently, we announced two additional acquisitions related to our operations in Europe:•In December 2016, Telenet reached an agreement to acquire from Coditel Brabant sprl, operating under the brand SFR and a subsidiary of AlticeS.A., its broadband operations in Belgium and Luxembourg. Subject to customary closing conditions, including regulatory approvals, closing isexpected during the second half of 2017.•In October 2016, through a subsidiary of UPC Holding B.V. (UPC Holding), we entered into an agreement to acquire the cable business ofMultimedia Polska S.A., a broadband communications provider in Poland. Subject to customary closing conditions, including regulatory approvals,closing is expected in late 2017 or early 2018.For additional information on the above proposed acquisitions, see note 4 to our consolidated financial statements included in Part II of this AnnualReport on Form 10-K.DispositionsIn addition to the contribution of Ziggo Group Holding and its subsidiaries to VodafoneZiggo, we completed the following dispositions:•On January 31, 2014, we sold substantially all of our programming interest held through Chellomedia B.V.•On July 11, 2011, we sold Austar United Communications Limited, a leading direct-to-home satellite (DTH) provider to regional and rural Australiaand the capital cities of Hobart and Darwin.•On February 18, 2010, we sold our ownership interest in Jupiter Telecommunications Co. Ltd., dba J:COM, a leading broadband provider and thelargest multiple-system operator in Japan based on homes passed and subscribers.For additional information on the Chellomedia B.V. disposition, see note 5 to our consolidated financial statements included in Part II of this AnnualReport on Form 10-K. We have also completed various other smaller dispositions in the normal course of business and as required by regulatory authorities inconnection with approving the BASE and Ziggo acquisitions.Tracking SharesOn July 1, 2015, we completed the approved steps of the “LiLAC Transaction” whereby we (1) reclassified our then outstanding Class A, Class B andClass C Liberty Global ordinary shares (collectively, the Old Liberty Global Shares) into corresponding classes of new Liberty Global ordinary shares(collectively, the Liberty Global Shares) and (2) capitalized a portion of our share premium account and distributed as a dividend (or a “bonus issue” underU.K. law) our LiLAC Class A, Class B and Class C ordinary shares (collectively, the LiLAC Shares). Pursuant to the LiLAC Transaction, each holder of ClassA, 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 thecorresponding class of LiLAC Shares for each 20 Old Liberty Global Shares held as of the record date for such distribution and cash was issued in lieu offractional LiLAC Shares.The Liberty Global Shares and the LiLAC Shares are tracking shares. Tracking shares are intended by the issuing company to reflect or “track” theeconomic performance of a particular business or “group,” rather than the economic performance of the company as a whole. The Liberty Global Shares andthe LiLAC Shares are intended to track the economic performance of the Liberty Global Group and the LiLAC Group, respectively (each as defined anddescribed below). WhileI-3the Liberty Global Group and the LiLAC Group have separate collections of businesses, assets and liabilities attributed to them, neither group is a separatelegal entity and therefore cannot own assets, issue securities or enter into legally binding agreements. Holders of tracking shares have no direct claim to thegroup’s assets and are not represented by separate boards of directors. Instead, holders of tracking shares are shareholders of the parent corporation, with asingle board of directors, and are subject to all of the risks and liabilities of the parent corporation. We and our subsidiaries each continue to be responsiblefor our respective liabilities. Holders of Liberty Global Shares, LiLAC Shares and any other of our capital shares designated as ordinary shares from time totime will continue to be subject to risks associated with an investment in our company as a whole, even if a holder does not own both Liberty Global Sharesand LiLAC Shares.The LiLAC Group comprises our businesses, assets and liabilities in Latin America and the Caribbean and has attributed to it (1) LGE Coral HoldcoLimited and its subsidiaries, which include CWC, (2) VTR Finance B.V. (VTR Finance) and its subsidiaries, which include VTR.com SpA (VTR), (3) LilaChile Holding B.V., which is the parent entity of VTR Finance, (4) LiLAC Communications Inc., formerly known as LiLAC Holdings Inc. (LiLACCommunications), and its subsidiaries, which include Liberty Puerto Rico, and (5) prior to July 1, 2015, the costs associated with certain corporateemployees of Liberty Global that are exclusively focused on the management of the LiLAC Group. Effective July 1, 2015, these corporate employees weretransferred to LiLAC Communications. The Liberty Global Group comprises our businesses, assets and liabilities not attributed to the LiLAC Group,including Virgin Media, Unitymedia, Telenet and UPC Holding, including our DTH satellite operations based in Luxembourg, our corporate entities(excluding LiLAC Communications), our 50% interest in VodafoneZiggo and certain other less significant entities.Equity TransactionsFrom time to time our board of directors authorize various shares repurchase programs. Under these programs, we receive authorization to acquire up tothe specified amount of our ordinary shares or other authorized securities from time to time through open market or privately negotiated transactions, whichmay include derivative transactions. The timing of the repurchase of shares or other securities pursuant to our equity repurchase programs, which may besuspended or discontinued at any time, is dependent on a variety of factors, including market conditions. Pursuant to our share repurchase programs, during2016, we repurchased:Title of Shares Number of Shares Weighted AveragePrice Aggregate PurchasePrice* in millionsLiberty Global Class A32,387,722 $32.26 $1,044.8Liberty Global Class C31,557,089 $32.43 $1,023.2LiLAC Class A720,800 $20.65 $14.8LiLAC Class C313,647 $21.19 $6.7_______________* Includes direct acquisition costs and the effects of derivative instruments.At December 31, 2016, the remaining amount authorized for repurchases of Liberty Global Shares and LiLAC Shares was $1,943.4 million and $278.6million, respectively. Subsequent to December 31, 2016, our board of directors increased the amount authorized under the share repurchase program for ourLiberty Global Shares by $1.0 billion. For a further description of our share repurchases, see note 12 to our consolidated financial statements included in PartII of this Annual Report on Form 10-K.Financial Information About Operating SegmentsFinancial information about our reportable segments is provided in note 18 to our consolidated financial statements included in Part II of this AnnualReport on Form 10-K.I-4Forward Looking StatementsCertain statements in this Annual Report constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of1995. To the extent that statements in this Annual Report are not recitations of historical fact, such statements constitute forward-looking statements, which,by definition, involve risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. Inparticular, statements under Item 1. Business, Item 1A. Risk Factors, Item 2. Properties, Item 7. Management’s Discussion and Analysis of FinancialCondition and Results of Operations and Item 7A. Quantitative and Qualitative Disclosures About Market Risk may contain forward-looking statements,including statements regarding our business, product, foreign currency and finance strategies in 2017, our property and equipment additions in 2017(including with respect to Network Extensions), subscriber growth and retention rates, competitive, regulatory and economic factors, the timing and impactsof proposed transactions, the maturity of our markets, the anticipated impacts of new legislation (or changes to existing rules and regulations), anticipatedchanges in our revenue, costs or growth rates, our liquidity, credit risks, foreign currency risks, target leverage levels, our future projected contractualcommitments and cash flows and other information and statements that are not historical fact. Where, in any forward-looking statement, we express anexpectation or belief as to future results or events, such expectation or belief is expressed in good faith and believed to have a reasonable basis, but there canbe no assurance that the expectation or belief will result or be achieved or accomplished. In evaluating these statements, you should consider the risks anduncertainties discussed under Item 1A. Risk Factors and Item 7A. Quantitative and Qualitative Disclosures About Market Risk, as well as the following list ofsome but not all of the factors that could cause actual results or events to differ materially from anticipated results or events:•economic and business conditions and industry trends in the countries in which we operate;•the competitive environment in the industries in the countries in which we operate, including competitor responses to our products and services;•fluctuations in currency exchange rates and interest rates;•instability in global financial markets, including sovereign debt issues and related fiscal reforms;•consumer disposable income and spending levels, including the availability and amount of individual consumer debt;•changes in consumer television viewing preferences and habits;•consumer acceptance of our existing service offerings, including our cable television, broadband internet, fixed-line telephony, mobile and businessservice 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 serviceofferings and our average revenue per household;•our ability to provide satisfactory customer service, including support for new and evolving products and services;•our ability to maintain or increase rates to our subscribers or to pass through increased costs to our subscribers;•the impact of our future financial performance, or market conditions generally, on the availability, terms and deployment of capital;•changes in, or failure or inability to comply with, government regulations in the countries in which we operate and adverse outcomes fromregulatory 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 conditionsimposed 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 businessplan with respect to, the businesses we have acquired, such as Choice, BASE and CWC, or that we expect to acquire;I-5•changes in laws or treaties relating to taxation, or the interpretation thereof, in the U.K., the U.S. or in other countries in which we operate;•changes in laws and government regulations that may impact the availability and cost of capital and the derivative instruments that hedge certain ofour 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 andcopyright 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 NetworkExtensions;•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 weacquire;•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.The broadband distribution and mobile service industries are changing rapidly and, therefore, the forward-looking statements of expectations, plans andintent in this Annual Report are subject to a significant degree of risk. These forward-looking statements and the above-described risks, uncertainties andother factors speak only as of the date of this Annual Report, and we expressly disclaim any obligation or undertaking to disseminate any updates orrevisions to any forward-looking statement contained herein, to reflect any change in our expectations with regard thereto, or any other change in events,conditions or circumstances on which any such statement is based. Readers are cautioned not to place undue reliance on any forward-looking statement.I-6Narrative Description of BusinessWe are a leading international telecommunications company with a commitment to providing our customers the “best in class” communications andentertainment services. These services are delivered to our residential and business customers over our networks and include video, broadband internet,telephony and mobile services. We also deliver mobile services through third-party networks as MVNOs. We design these services to enable our customers toaccess the digital world on their own terms and at their own pace. In most of our footprint, the core of our offer is “triple-play”, which we use to describebundled services of digital video, internet and telephony in one subscription. We are enhancing this offer by expanding our services to include mobileservices for a “quad-play” or fixed-mobile convergence service in most of our markets. Available service offerings depend on the bandwidth capacity of aparticular system and whether it has been upgraded for two-way communications. In certain markets, we also offer video services through DTH and fiber-to-the-home and digital subscriber line (DSL) networks. In addition, in the Caribbean and certain markets in Latin America, we provide wholesale services overour sub-sea and terrestrial fiber optic cable networks.Our operations are attributed to either our Liberty Global Group or our LiLAC Group. The Liberty Global Group includes our operations in the U.K.,Ireland, Germany, Belgium, Switzerland, Austria and Central and Eastern Europe. In terms of video subscribers, we operate the largest cable network in eachof Austria, Belgium, the Czech Republic, Hungary, Ireland, Poland, Slovakia, Switzerland and the U.K. and the second largest cable network in each ofGermany and Romania. The Liberty Global Group also includes our investment in VodafoneZiggo, which operates the largest cable network in theNetherlands, and in various content businesses.The LiLAC Group includes our operations in Chile and Puerto Rico and our CWC operations primarily in the Caribbean and Latin America, includingsub-sea and terrestrial fiber optic cable networks connecting over 30 markets throughout the region. In terms of video subscribers, we operate the largest fixednetwork capable of delivering video services in each of Chile, Puerto Rico, Jamaica, Barbados, Trinidad and Tobago and five other Caribbean markets. Interms of fixed-line telephony subscribers, we operate the largest telephony network in each of Panama, Jamaica, Barbados, Bahamas and in almost all of ourother Caribbean countries where we provide retail services.In connecting our customers through our telecommunication services, we recognize that we are a global corporate citizen—that we play a role inaddressing the environmental impacts generated through our business. By seeking to address these issues, we strengthen our company and positivelyinfluence the communities in which we operate. This includes enhancing the energy efficiency of all our operations, with a focus on energy use, carbonemissions and management of electronic waste. We also recognize that coding skills are essential to our industry and other technology-based jobs of thefuture. As a result, we have partnered with the CoderDojo Foundation, a global community of free coding clubs for children age 7-17. Our support forCoderDojo is enabling the next generation of creators, improving their long-term career prospects. Corporate responsibility is a key part of our businessstrategy.I-7Liberty Global Group StatisticsThe following tables present certain operating data as of December 31, 2016, with respect to the networks of our consolidated subsidiaries attributed tothe Liberty Global Group. The following tables reflect 100% of the data applicable to each of our subsidiaries regardless of our ownership percentage.Percentages are rounded to the nearest whole number.Consolidated Operating Data - December 31, 2016 HomesPassed(1) Two-wayHomesPassed(2) CustomerRelationships(3) TotalRGUs(4) Video Basic VideoSubscribers(5) EnhancedVideoSubscribers(6) DTHSubscribers(7) TotalVideo InternetSubscribers(8) TelephonySubscribers(9) MobileSubscribers(10) Liberty GlobalGroup: UnitedKingdom 13,610,200 13,597,400 5,284,000 13,035,900 — 3,729,100 — 3,729,100 4,916,700 4,390,100 3,022,300Germany 12,894,500 12,767,100 7,162,200 12,839,000 4,822,900 1,582,800 — 6,405,700 3,325,600 3,107,700 353,100Belgium 2,987,600 2,987,600 2,149,300 4,874,600 284,600 1,732,900 — 2,017,500 1,601,700 1,255,400 2,991,900Switzerland(11) 2,236,800 2,236,800 1,294,700 2,513,400 576,500 675,200 — 1,251,700 749,800 511,900 80,300Austria 1,391,400 1,391,400 654,000 1,411,300 115,700 367,300 — 483,000 502,800 425,500 30,500Ireland 852,300 807,500 454,700 1,020,700 29,700 275,100 — 304,800 363,500 352,400 17,900TotalWesternEurope 33,972,800 33,787,800 16,998,900 35,694,900 5,829,400 8,362,400 — 14,191,800 11,460,100 10,043,000 6,496,000Poland 3,157,600 3,094,900 1,439,200 2,954,100 209,600 1,004,900 — 1,214,500 1,105,100 634,500 5,300Hungary 1,731,400 1,713,900 1,112,700 2,167,300 131,200 532,200 292,000 955,400 632,100 579,800 62,500Romania 2,887,700 2,838,400 1,296,000 2,273,600 263,400 640,400 363,500 1,267,300 535,400 470,900 —CzechRepublic 1,480,000 1,446,700 714,000 1,233,000 143,400 354,800 111,500 609,700 473,900 149,400 —Slovakia 587,800 564,800 274,500 458,400 28,500 143,800 72,800 245,100 128,000 85,300 —Total Centraland EasternEurope 9,844,500 9,658,700 4,836,400 9,086,400 776,100 2,676,100 839,800 4,292,000 2,874,500 1,919,900 67,800TotalLibertyGlobalGroup 43,817,300 43,446,500 21,835,300 44,781,300 6,605,500 11,038,500 839,800 18,483,800 14,334,600 11,962,900 6,563,800I-8__________________(1)Homes Passed are homes, residential multiple dwelling units or commercial units that can be connected to our networks without materially extending the distributionplant, except for DTH homes. Our Homes Passed counts are based on census data that can change based on either revisions to the data or from new census results. Wedo 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 reporthomes 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, internetand telephony services.(3)Customer Relationships are the number of customers who receive at least one of our video, internet or telephony services that we count as Revenue Generating Units(RGUs), without regard to which or to how many services they subscribe. To the extent that RGU counts include equivalent billing unit (EBU) adjustments, we reflectcorresponding adjustments to our Customer Relationship counts. For further information regarding our EBU calculation, see Additional General Notes to Tables below.Customer Relationships generally are counted on a unique premises basis. Accordingly, if an individual receives our services in two premises (e.g., a primary home and avacation home), that individual generally will count as two Customer Relationships. We exclude mobile-only customers from Customer Relationships.(4)RGU is separately a Basic Video Subscriber, Enhanced Video Subscriber, DTH Subscriber, Internet Subscriber or Telephony Subscriber (each as defined and describedbelow). A home, residential multiple dwelling unit, or commercial unit may contain one or more RGUs. For example, if a residential customer in our Austrian marketsubscribed to our enhanced video service, fixed-line telephony service and broadband internet service, the customer would constitute three RGUs. Total RGUs is the sumof Basic Video, Enhanced Video, DTH, Internet and Telephony Subscribers. RGUs generally are counted on a unique premises basis such that a given premises does notcount 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 vacationhome), that individual will count as two RGUs for that service. Each bundled cable, internet or telephony service is counted as a separate RGU regardless of the nature ofany bundling discount or promotion. Non-paying subscribers are counted as subscribers during their free promotional service period. Some of these subscribers maychoose to disconnect after their free service period. Services offered without charge on a long-term basis (e.g., VIP subscribers, free service to employees) generally arenot counted as RGUs. We do not include subscriptions to mobile services in our externally reported RGU counts. In this regard, our December 31, 2016 RGU countsexclude 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 analogvideo 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 serviceofferings. With the exception of RGUs that we count on an EBU basis, we count RGUs on a unique premises basis. In other words, a subscriber with multiple outlets inone premises is counted as one RGU and a subscriber with two homes and a subscription to our video service at each home is counted as two RGUs. In Europe, we haveapproximately 164,900 “lifeline” customers that are counted on a per connection basis, representing the least expensive regulated tier of video cable service, with only afew 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 apartner network via a digital video signal while subscribing to any recurring monthly service that requires the use of encryption-enabling technology. Enhanced VideoSubscribers 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 ourvideo 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 migratecustomers 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 asopposed 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 partnernetwork. Our Internet Subscribers exclude 45,700 and 45,600 DSL subscribers within Belgium and Austria, respectively, who are not serviced over our networks. OurInternet Subscribers do not include customers that receive services from dial-up connections. In Switzerland, we offer a 2 Mbps internet service to our Basic andEnhanced Video Subscribers without an incremental recurring fee. Our Internet Subscribers in Switzerland include 97,400 subscribers who have requested and receivedthis 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 partnernetwork. Telephony Subscribers exclude mobile telephony subscribers. Our Telephony Subscribers exclude 34,900 subscribers within Austria that are not serviced overour networks. In Switzerland, we offer a basic phone service to our Basic and Enhanced Video Subscribers without an incremental recurring fee. Our TelephonySubscribers in Switzerland include 88,900 subscribers who have requested and received this service.I-9(10)Mobile Subscriber is an active subscriber identification module (SIM) card in service rather than services provided. For example, if a Mobile Subscriber has both a dataand voice plan on a smartphone this would equate to one Mobile Subscriber. Alternatively, a subscriber who has a voice and data plan for a mobile handset and a dataplan for a laptop (via a dongle) would be counted as two Mobile Subscribers. Customers who do not pay a recurring monthly fee are excluded from our MobileSubscriber counts after periods of inactivity ranging from 30 to 90 days, based on industry standards within the respective country.(11)Pursuant to service agreements, Switzerland offers enhanced video, broadband internet and telephony services over networks owned by third-party cable operators(partner networks). A partner network RGU is only recognized if there is a direct billing relationship with the customer. At December 31, 2016, Switzerland’s partnernetworks account for 138,600 Customer Relationships, 290,900 RGUs, 106,300 Enhanced Video Subscribers, 108,500 Internet Subscribers and 76,100 TelephonySubscribers.Additional General Notes to Table:As a result of our decision to discontinue our Multi-channel Multipoint Distribution System (MMDS) service in Ireland, we have excluded subscribers to our MMDSservice from our externally reported operating statistics effective January 1, 2016, which resulted in a reduction to Homes Passed, RGUs and Customer Relationships inIreland and Slovakia of 22,000 and 500, respectively.Most of our broadband communications subsidiaries provide telephony, broadband internet, data, video or other business services. Certain of our business service revenueis derived from small or home office (SOHO) subscribers that pay a premium price to receive enhanced service levels along with video, internet or fixed-line telephonyservices that are the same or similar to the mass marketed products offered to our residential subscribers. All mass marketed products provided to SOHOs, whether or notaccompanied by enhanced service levels and/or premium prices, are included in the respective RGU and customer counts of our broadband communications operations,with only those services provided at premium prices considered to be “SOHO RGUs” or “SOHO customers”. With the exception of our business SOHO subscribers, wegenerally do not count customers of business services as customers or RGUs for external reporting purposes.Certain of our residential and commercial RGUs are counted on an EBU basis, including certain commercial and residential multiple dwelling units in Europe (with theexception of Germany and Belgium, where we do not count any RGUs on an EBU basis). Our EBUs are generally calculated by dividing the bulk price charged toaccounts in an area by the most prevalent price charged to non-bulk residential customers in that market for the comparable tier of service. As such, we may experiencevariances in our EBU counts solely as a result of changes in rates. In Germany, homes passed reflect the footprint, and two-way homes passed reflect the technologicalcapability of our network up to the street cabinet, with drops from the street cabinet to the building generally added, and in-home wiring generally upgraded, on an asneeded or success-based basis. In Belgium, Telenet leases a portion of its network under a long-term capital lease arrangement. These tables include operating statistics forTelenet’s owned and leased networks.While we take appropriate steps to ensure that subscriber statistics are presented on a consistent and accurate basis at any given balance sheet date, the variability fromcountry to country in (1) the nature and pricing of products and services, (2) the distribution platform, (3) billing systems, (4) bad debt collection experience and (5) otherfactors add complexity to the subscriber counting process. We periodically review our subscriber counting policies and underlying systems to improve the accuracy andconsistency of the data reported on a prospective basis. Accordingly, we may from time to time make appropriate adjustments to our subscriber statistics based on thosereviews.Subscriber information for acquired entities is preliminary and subject to adjustment until we have completed our review of such information and determined that it ispresented in accordance with our policies.I-10Network & Product Penetration Data (%) - December 31, 2016 U.K. Germany Belgium Switzerland Austria Ireland Poland Hungary Romania CzechRepublic Slovakia Liberty GlobalGroup NetworkData: Two-wayhomes passedpercentage (1)100 99 100 100 100 95 98 99 98 98 96Digital videoavailabilitypercentage (2)100 100(9) 99 100(9) 95 98 99 98 98 98 91Broadbandinternetavailabilitypercentage (2)100 99(9) 99 100(9) 100 95 98 99 98 98 88Fixed-linetelephonyavailabilitypercentage (2)100 99(9) 99 100(9) 100 94 98 99 98 98 88 Bandwidthpercentage (3): at least 860MHz25 99 21 100 86 63 100 43 97 99 97750 MHz to859 MHz71 — — — — 35 --(10) 51 --(10) --(10) —less than 750MHz4 1 79 — 14 2 --(10) 6 3 1 3 Liberty GlobalGroup ProductPenetration: Cable televisionpenetration(4)27 50 68 56 35 36 38 38 31 34 29Enhanced Videopenetration(5)100 25 86 54 76 90 83 80 71 71 83Broadbandinternetpenetration(6)36 26 54 34 36 45 36 37 19 33 23Fixed telephonypenetration(6)32 24 42 23 31 44 21 34 17 10 15 Double-playpenetration(7)20 12 21 18 21 34 27 11 11 45 14Triple-playpenetration(7)64 34 53 38 48 45 39 42 32 14 27 Fixed-MobileConvergencepenetration(8)20 6 38 8 3 3 --(11) --(11) — — —I-11__________________(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 thenumber of customers who subscribe to our internet service.(9)Assuming the contractual right to serve the building exists in the case of multiple dwelling units.(10)Less than 1%.(11)Fixed-Mobile Convergence penetration in these Central and Eastern Europe countries is 2% in the aggregate.I-12Video, Broadband Internet, Fixed-Line Telephony and Mobile Services - December 31, 2016 U.K. Germany Belgium Switzerland Austria Ireland Poland Hungary Czech Republic Romania Slovakia Liberty Global Group: Video services (excludingDTH): Next Generation VideoPlatform TiVo Horizon DigitalTV(5) Horizon Horizon Horizon Horizon HorizonLite(5) Horizon/HorizonLite(5) HorizonLite(5) HorizonLite(5)Number of NextGeneration Videopercentage(1) 85 9 86 28 4 51 22 9 47 2 44Number of out-of-homechannels available(second screen) 119 116 91 123 50 67 94 107 127 95 84Availability of Replay TV — — X X — X — X X X XNumber of channels inbasic digital tier 78 92 85 90 110 72 105 107 105 117 110 Broadband internetservice: Maximum downloadspeed offered (Mbps) 200(3) 400 200(3) 500 250 360(3) 250(3)(6) 500 400 500 500 Fixed-line telephony andmobile services: VoIP Fixed-line (4) X X X X X X X X X XNumber of Mobile SIMcards (in 000’s)(2) 3,022 353 2,992 80 31 18 5(7) 63 — — —Prepaid 638 — 881 — — — — — — — —Postpaid 2,384 353 2,111 80 31 18 5 63 — — —I-13__________________(1)Percentage of total cable television subscribers that have next generation video.(2)Represents the number of active SIM cards in service. See note 10 to Consolidated Operating Data table above for how these are counted.(3)For business customers, speeds of up to: 300 Mbps in the U.K., 240 Mbps in Belgium, 400 Mbps in Ireland and 600 Mbps in Poland, are available.(4)VoIP services are available only to business customers.(5)Refers to an upgraded set-top box system that provides several features of Horizon TV (defined below) in the home.(6)Speeds of up to 600 Mbps available in limited areas.(7)Limited to legacy subscribers.I-14Liberty Global Group Products and ServicesVideo ServicesOur video service is, and continues to be, one of the key foundations of our product offerings in our European markets. Our cable operations offermultiple tiers of digital video programming and audio services starting with a basic video service. Subscribers to our basic video service pay a fixed monthlyfee and generally receive at least 60 digital or analog video channels (including a limited number of high definition (HD) channels) and several digital andanalog radio channels. This service also includes video-on-demand (VoD) access and an electronic programming guide. In our markets where our basicdigital service is unencrypted (Germany, Austria, Poland, Hungary, the Czech Republic and Romania), the cost of our digital service is the same cost as themonthly fee of our analog service. In the markets where we encrypt our basic digital service, our digital service is generally offered at an incremental costequal to or slightly higher than the monthly fee for our basic analog service. We tailor our video services in each country of operation based on programmingpreferences, culture, demographics and local regulatory requirements. Our channel offerings include general entertainment, sports, movies, documentaries,lifestyles, news, adult, children and ethnic and foreign channels.We also offer a variety of premium channel packages to meet the special interests of our subscribers. For an additional monthly charge, a subscriber mayupgrade to one of our extended digital tier services and receive an increased number of video and radio channels, including the channels in the basic tierservice and additional HD channels. Digital subscribers may also subscribe to one or more packages of premium channels for an additional monthly charge.Subscribers to our digital services also receive the channels available through our analog service. We offer limited analog services in all of ourbroadband markets, except in the U.K. and Switzerland. In all of our broadband operations, we continue to upgrade our systems to expand our digital servicesand encourage our analog subscribers to convert to a digital or premium digital service.Discounts to our monthly service fees are available to any subscriber who selects a bundle of two or more of our services (bundled services): video,internet, fixed-line telephony and, in certain markets, mobile services. Bundled services consist of double-play for two services, triple-play for three servicesand, where available, quad-play for four services.To meet customer demands, we have enhanced our video services with various products that enable our customers to control when, where and how theywatch their programming. These products range from digital video recorders (DVRs) to multimedia home gateway systems such as "Horizon TV", as well asvarious mobile applications (apps). Horizon TV is a next generation multimedia home gateway (decoder box) based on a digital television platform that iscapable of distributing video, voice and data content throughout the home and to multiple devices. It has a sophisticated user interface that enablescustomers to view and share, across multiple devices, linear channels, VoD programming and personal media content and to pause, replay and recordprogramming. The Horizon TV gateway can act as an internet router that allows access to digital video content available on the television via other devices,such as laptops, smart phones and tablets.For our Horizon TV subscribers, we offer various features and functionalities, including over 330 television apps for various online services (such asYouTube, Netflix, social platforms, sports experience, music, news and games). In almost all of our operations, we also offer an online mobile app for viewingon a second screen called “Horizon Go”. Horizon Go is available on mobile devices (iOS, Android and Windows) and via an internet portal and allows videocustomers to view linear channels and VoD, with a substantial part of this content available outside of the home. For Horizon TV customers, when in thehome the second screen device can act as a remote control. Through Horizon Go, customers have the ability to remotely schedule the recording of atelevision program on their Horizon TV box at home.We offer Horizon TV in Germany, Switzerland, Austria, Ireland, Poland and the Czech Republic. In several of our other European operations, we providea Horizon TV-like experience through a remote upgrade of the software on the customer’s set-top box. After the upgrade, these boxes offer several features ofthe Horizon TV product. We refer to this upgrade as “Horizon Lite”, although it is locally marketed as Horizon TV, except in Belgium where it is marketed as“Digital TV”. Some of the Horizon TV features are not available on our Horizon Lite systems, such as recommendation-based content and the ability toaccess video content on other devices in the home. We intend to (1) expand the availability of Horizon TV to other markets within our footprint and (2)continue to improve the Horizon TV user experience with new functionality and software updates.In the U.K., we offer a multimedia home gateway based on the TiVo platform under a strategic partnership agreement with TiVo Inc. The TiVo set-topboxes provide television and broadband internet capabilities. In late 2016, we launched a new set-top box in the U.K. called the Virgin Media V6 box. Thisdevice combines ultra high-definition 4K video with improved streaming functionalities and more processing power. The Virgin Media V6 box allowscustomers to record six channels simultaneously while watching a seventh. Customers can also start watching programming on one television and pick upwhere they left off onI-15other TiVo boxes in another room or through an app on their smart phones and tablets. A similar box will be rolled out in other markets in our footprint,where it will carry the next generation Horizon TV user interface and will be marketed under the respective local brand. In addition to the video service ontheir TiVo gateway device, our customers in the U.K. also have access to a comprehensive internet streaming video service called “Virgin TV Anywhere”.This service, which is available via a mobile app or an internet portal, allows our video customers to stream real-time TV channels and watch VoD contentanywhere they have a broadband connection.In Belgium, the digital video product offered by Telenet is based on system marketed as Digital TV platform. It functions similar to our Horizon Liteservice and is available to Telenet's enhanced video subscribers for no additional charge. Digital TV set-top boxes offer a Horizon-like user interface thatallows Telenet's enhanced video customers to remotely manage their DVR, view programs remotely (up to seven days after the original broadcast) and accessVoD with a laptop, smart phone or tablet in or out of the home. Telenet also offers customers access to live TV streaming and various other content sourcessuch as VoD via the “Yelo Play” app, which is available via iOS, Android and Windows smart phones and tablets.One of our key video services is “Replay TV”. Replay TV records virtually all programs across numerous linear channels in the countries where thisservice is available. The recordings are available up to seven days after the original broadcast. This allows our customers to catch up on their favoritetelevision shows without having to set their DVR or browse separate menus on their set-top boxes. Instead, customers can open the electronic programingguide, scroll back and replay linear programming instantly. Replay TV also allows our customers to replay a television program from the start even while thelive broadcast is in progress. Replay TV is accessible in Switzerland, Belgium, Ireland, the Czech Republic, Hungary, Romania and Slovakia throughHorizon TV or Horizon Lite, and in some of our European markets also via Horizon Go. At the 2016 Content Innovation Awards, Liberty Global, togetherwith its former subsidiary Ziggo Group Holding (now part of VodafoneZiggo), received the Pay TV Initiative for the Year Award for its Replay TV service.In most of our markets, we offer pay-per-view programming through VoD giving subscribers access to thousands of movies and television series. Inseveral of our European markets, our subscription VoD service “MyPrime” is available for an additional fee with our basic video services and is included inour enhanced video services accessed through the Horizon TV platform. MyPrime is tailored to the specific market based on available content, consumerpreferences and competitive offers. In Germany, subscription VoD is available through a partnership with Maxdome GmbH, and in Belgium, the service ismarketed under “Play” and “Play More”. We continue to develop our VoD services to provide a growing collection of programming from local andinternational suppliers, such as ABC/Disney, A+E Networks, NBC/Universal, CBS/Paramount, the BBC, Warner TV and Sony, among others.Our VoD services, including catch-up TV, are available on a subscription basis or a transaction basis, depending on the tier of enhanced video serviceselected by the subscriber. Customers who subscribe to an extended digital tier generally receive a VoD enabled set-top box without an additional monthlycharge. The subscription-based VoD service includes various programming, such as music, kids, documentaries, adult, sports and television series.Subscribers access our enhanced video service by renting a set-top box with a smart card from our operators, or without a set-top box if a subscriber isonly using our basic video service. Where Horizon TV is available, a subscriber to our enhanced video services has the option, for an incremental monthlycharge, to upgrade the standard digital set-top box to a Horizon TV box (which has HD DVR capabilities and other additional features). No set-top box orsmart card, however, is required to receive our basic digital services in our unencrypted footprints. In addition, expanded channel packages and premiumchannels and services are available for an incremental monthly fee in all of our markets.WiFi and Internet ServicesConnectivity is a building block for vibrant communities. As the largest international cable company, our fiber-rich broadband network is the backboneof our business and the basis of our connectivity strategy. To meet our customers’ expectations to be seamlessly connected, we are investing in the expansionof our broadband network, mobile and WiFi solutions and customer premises equipment.Internet speed is of crucial importance to our customers, as they spend more time streaming video and other bandwidth-heavy services on multipledevices. Our extensive broadband network enables us to deliver ultra high-speed internet service across our markets. Our residential subscribers in Europeaccess the internet via cable modems connected to their internet capable devices, or wirelessly via a WiFi gateway device. We offer multiple tiers ofbroadband internet service ranging from a basic service of 10 Mbps in Germany to an ultra high-speed internet service of 500 Mbps in Switzerland, Hungary,Romania and Slovakia. The speed of service depends on the location and the tier of service selected. In addition, by leveraging our existing fiber-richbroadband networks and our Network Extension programs, we are well positioned to deliver gigabit services in our European markets. ToI-16this end, by deploying the next generation DOCSIS 3.1 technology, we have the potential to extend our download speeds to at least 1 Gbps when fullydeployed. DOCSIS technology is an international standard that defines the requirements for data transmission over a cable system. Currently, our ultra high-speed internet service is based primarily on DOCSIS 3.0 technology.Our internet service generally includes email, address book and parental controls. We offer value-added broadband services in certain of our markets foran incremental charge. These services include security (e.g., anti-virus, anti-spyware, firewall and spam protection) and online storage solutions and webspaces. In many of our markets, we offer mobile broadband services with internet access as described below. Subscribers to our internet service pay a monthlyfee based on the tier of service selected. In addition to the monthly fee, customers pay an activation service fee upon subscribing to an internet service. Thisone-time fee may be waived for promotional reasons. We determine pricing for each different tier of internet service through an analysis of speed, marketconditions and other factors.In late 2015, we introduced the "Connect Box", a dedicated connectivity device that delivers superior in-home WiFi coverage. The Connect Box is ournext generation WiFi and telephony gateway that enables us to maximize the impact of our ultrafast broadband networks by providing reliable wirelessconnectivity anywhere in the home. It has an automatic WiFi optimization function, which selects the best possible wireless frequency at any given time.This gateway can be self-installed and allows customers to customize their home WiFi service. Our Connect Box is available in all our European markets.Robust wireless connectivity is increasingly important with our customers spending more and more time using bandwidth-heavy services on multipledevices. In almost all of our European markets, we have deployed community WiFi via routers in the home (the Community WiFi), which provides a secureaccess to the internet for our customers. Community WiFi is enabled by a cable modem WiFi access point (WiFi modem) in the Connect Box, the set-top boxor the Horizon TV box of our internet customers. The Community WiFi is created through the sharing of access to the public channel of our customers’ homewireless routers. Use of the Community WiFi does not affect the internet speeds of our customers. The public channel is a separate network from the secureprivate network used by the customer within the home and is automatically enabled when the WiFi modem is installed. Access is free for our internetcustomers. At December 31, 2016, we had 5.3 million WiFi access points in our Liberty Global Group footprint. In addition, our internet customers continueto have access to the Community WiFi in the Netherlands. We continue to expand our Community WiFi service throughout our European markets.In the U.K., Virgin Media’s customers have access to an extensive network of public WiFi access points, including in the London underground trainstations. Public WiFi access points (covering train stations, hotels, bars, restaurants and other public places) are also available to Unitymedia customers inGermany and to Telenet customers in Belgium. In Switzerland, Belgium, Hungary, Poland, Ireland and Romania, we are expanding our Community WiFithrough access points covering public places. Our Community WiFi is branded as “Wi-Free” in most of our markets. Through an agreement with ComcastCorporation, our internet customers will also have access to millions of WiFi access points in the U.S. and across various European countries for no additionalcost.Mobile ServicesMobile services are another key building block for us to provide customers with seamless connectivity. We offer mobile services as an MVNO over third-party networks in the U.K., Germany, Belgium, Switzerland, Austria, Ireland and Hungary. Following the February 2016 acquisition of BASE, Telenet becamea mobile network provider in Belgium and plans to migrate its current and future mobile subscribers to the BASE network prior to the termination of itsMVNO agreement with a third-party provider at the end of 2018. We plan to add MVNO arrangements and, where appropriate, acquire or partner with mobileservice providers with their own networks in all our broadband communication markets.In Switzerland, Austria, Ireland, Hungary and, through 2018, Belgium, we provide our mobile telephony services as full MVNOs through partnershipswith a third-party mobile network operator in their respective footprints of our country operations. All of these operations lease the third-party’s radio accessnetwork and own the core network, including switching, backbone and interconnections. These arrangements permit us to offer our customers in thesemarkets mobile services without having to build and operate a cellular radio tower network. Beginning in 2017, our mobile operations in the U.K. will movefrom a light MVNO to a full MVNO arrangement due to a revised agreement with the third-party network provider. In Germany, we provide mobile telephonyas a light MVNO. In this case, we lease the core network as well as the radio access network from a mobile network operator. This arrangement permits ourGerman customers to have access to the third-party mobile communications services while we maintain the customer relationship.Where mobile services are available subscribers pay varying monthly fees depending on whether the mobile service is combined with our fixed-linetelephony service or includes mobile data services via mobile phones, tablets or laptops. We offer our customersI-17the option to purchase mobile handsets and, in the U.K., Belgium, Switzerland, Austria, Ireland and Hungary, make such purchase pursuant to a contractindependent of their mobile services contract. We refer to these arrangements as split contracts.We typically charge a one-time activation fee to our customers for each SIM card. Our mobile services typically include voice, short message service (orSMS) and internet access. Calls, both within and out of network, incur a charge or are covered under a postpaid monthly service plan. Our mobile services areprimarily on a postpaid basis with customers subscribing to services for periods ranging from activation for a SIM-only contract to up to 24 months, with thelatter often taken with a subsidized mobile handset. In Belgium, Switzerland and Austria, however, our postpaid service is offered without a minimumcontract term. In the U.K. and Belgium, we also offer a prepaid service, where the customers pay in advance for a pre-determined amount of airtime or data andgenerally have no minimum contract term. In almost all of our markets, subscribers to a double-or triple-play bundle receive a discount on their mobileservice fee.Telephony ServicesMulti-feature telephony services are available through voice-over-internet-protocol (VoIP) technology in most of our broadband communicationmarkets. In the U.K. and Hungary, we also provide traditional circuit-switched telephony services. We pay interconnect fees to other telephony and internetproviders when calls by our subscribers terminate on another network and receive similar fees from providers when calls by their users terminate on ournetwork through interconnection points.Our telephony service may be selected in several of our markets on a standalone basis and in all of our markets in combination with one or more of ourother services. Our telephony service includes a basic fixed-line telephony product for line rental and various calling plans, which may consist of any of thefollowing: unlimited network, national or international calling, unlimited off-peak calling and minute packages, including calls to fixed and mobile phones.We also offer value added services, such as a personal call manager, unified messaging and a second or third phone line at an incremental cost.Multiple Dwelling Units and Partner NetworksAlmost two-thirds of Unitymedia’s video customers are in multiple dwelling units where Unitymedia has the billing relationship with the landlord orhousing association or with a third-party (Professional Operator) that operates and administers the in-building network on behalf of housing associations.Many of these agreements allow Unitymedia to offer its digital video, broadband internet and fixed-line telephony services directly to the end customer.Professional Operators may procure the basic video signals from Unitymedia at volume-based discounts and will generally resell them to housingassociations with whom the operator maintains the customer relationship. Unitymedia has entered into agreements with Professional Operators, such as TeleColumbus Multimedia GmbH, that allow Unitymedia to market its digital video, broadband internet and fixed-line telephony services directly to theProfessional Operator’s subscriber base.Pursuant to an agreement executed on June 28, 2008 (the PICs Agreement) with four associations of municipalities in Belgium (the pureintercommunales or PICs), Telenet leases the PICs broadband communications network and, accordingly, makes its services available to all of the homespassed by the cable network owned by the PICs. Telenet has a direct customer relationship with the basic and enhanced video subscribers on the PICsnetwork. Pursuant to the PICs Agreement, Telenet has full rights to use substantially all of the PICs network under a long-term capital lease. Unless extended,the PICs Agreement will expire on September 23, 2046, and cannot be terminated earlier (except in the case of non-payment or bankruptcy of Telenet). Foradditional information on the PICs Agreement, see note 17 to our consolidated financial statements included in Part II of this Annual Report on Form 10-K.For approximately two-thirds of the basic video subscribers in UPC Holding’s Switzerland operations (UPC Switzerland), UPC Switzerland maintainsbilling relationships with landlords or housing associations and provides basic video service to the tenants. The landlord or housing association administersthe billing for the basic video service with their tenants and manages service terminations for their rental units. When tenants select triple-play bundles withor without mobile service from UPC Switzerland, they then migrate to a direct billing relationship with us.UPC Switzerland offers enhanced video, broadband internet and telephony services directly to the video cable subscribers of those partner networks thatenter into service operating contracts with UPC Switzerland. UPC Switzerland has the direct customer billing relationship with these subscribers. Bypermitting UPC Switzerland to offer some or all of its enhanced video, broadband internet and telephony products directly to those partner networksubscribers, UPC Switzerland’s service operating contracts have expanded the addressable markets for UPC Switzerland’s digital products. In exchange forthe right to provide digital products directly to the partner network subscribers, UPC Switzerland pays to the partner network a share of the revenue generatedfrom those subscribers. UPC Switzerland also provides network maintenance services and engineering and construction services to its partner networks.I-18Business ServicesIn addition to our residential services, we offer business services in all of our European operations. For business and public sector organizations, weprovide a range of voice, advanced data, video, wireless and cloud-based services, as well as mobile and converged fixed-mobile services. Our businesscustomers include SOHO (generally up to five employees), small business and medium and large enterprises. We also provide business services on awholesale basis to other operators.Our business services are designed to meet the specific demands of our business customers with a wide range of services, including increased datatransmission speeds and virtual private networks. These services fall into five broad categories:•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.Our intermediate to long-term strategy is to enhance our capabilities and offerings in the business sector so we become a preferred provider in the businessmarket. To execute this strategy, customer experience and strategic marketing play a key role.Our business services are provided to customers at contractually established prices based on the size of the business, type of services received and thevolume and duration of the service agreement. SOHO and small business customers pay business market prices on a monthly subscription basis to receiveenhanced service levels and business features that support their needs. For more advanced business services, these customers generally enter into a serviceagreement. For medium to large business customers, we enter into individual agreements that address their needs. These agreements are generally for a periodof at least one year.Investments—VodafoneZiggoWe own a 50% interest in VodafoneZiggo, which has a nationwide integrated broadband and mobile network in the Netherlands. In connection with theformation of VodafoneZiggo, we entered into a shareholders agreement with Vodafone providing for the governance of VodafoneZiggo, including decision-making process, information access, dividend policy and non-compete provisions. It also provides for restrictions on transfer of interests in VodafoneZiggoand exit arrangements. Under the dividend policy, VodafoneZiggo is required to distribute all unrestricted cash to Vodafone and us, subject to minimum cashrequirements and financing arrangements. We also entered into a framework agreement with VodafoneZiggo to provide access to each partner’s expertise inthe telecommunications business. For additional information on the above agreements, see note 6 to our consolidated financial statements included in Part IIof this Annual Report on Form 10-K.The fiber-rich broadband network of VodafoneZiggo passes 7.1 million homes. VodafoneZiggo also offers nationwide mobile coverage. At December 31,2016, VodafoneZiggo had nearly 14.8 million subscribers of which 4.0 million were video, 3.2 million were high-speed broadband, 2.5 million were fixed-line telephony and 5.1 million were mobile. In addition to its residential services, VodafoneZiggo offers extensive business services throughout theNetherlands. The operations of VodafoneZiggo are subject to various regulations, which are described below under Regulatory Matters--Europe--TheNetherlands.VodafoneZiggo customers continue to have access to Ziggo Group Holding’s Horizon TV and its functionalities (marketed as Ziggo TV), includingReplay TV, 300 Mbps nationwide broadband internet and an extensive WiFi Community network. They also have access to Vodafone’s nationwide long-term evolution wireless service, also called “4G” (referred to herein as LTE) services, under either a prepaid or postpaid service plan. With its mobile services,VodafoneZiggo is able to offer its customers quad-play bundles and plans to market converged services in 2017 to residential and business customers.Digital subscribers of VodafoneZiggo may subscribe to premium channels and VoD services, including catch-up television, on a subscription ortransaction basis. Its premium channels include sports channels from Ziggo Sport Totaal. It also owns the Ziggo Sport channel, which is available exclusivelyto VodafoneZiggo customers. In addition to Horizon TV, VodafoneZiggo also offers its customers a cloud-based interactive television service using existingset-top boxes. By combining IP protocol with the standard set-top box, devices without built-in hardware functionality for interactivity can make use ofinteractive services through the VodafoneZiggo cable network.VodafoneZiggo offers multiple tiers of broadband internet service ranging from a basic service of 40 Mbps to an ultra high-speed internet service ofeither 150 Mbps or 300 Mbps. The speed of service depends on the tier of service selected. Its internet service generally includes email, address book andparental controls. It also offers value-added broadband services, which include security (e.g., anti-virus, anti-spyware, firewall and spam protection) andonline storage solutions and web spaces. VodafoneZiggoI-19also offers mobile broadband services. Its customers have access to the Community WiFi in the Netherlands and in our European footprint.VodafoneZiggo also offers multi-feature telephony services. This service includes a basic fixed-line telephony product for line rental and various callingplans, which may consist of any of the following: unlimited network, national or international calling, unlimited off-peak calling and minute packages,including calls to fixed and mobile phones. In addition, value added services, such as a personal call manager, unified messaging and a second or third phoneline, are available.For all its services, VodafoneZiggo competes primarily with the provision of similar services from the incumbent telecommunications operatorKoninklijke KPN N.V. (KPN). KPN offers (1) internet protocol television (IPTV) over fiber optic lines where the fiber is to the home, cabinet, or building orto the node networks (fiber-to-the-home/-cabinet/-building/-node is referred to herein as FTTx) networks and through broadband internet connections usingDSL or very high-speed DSL technology (VDSL) or an enhancement to VDSL called “vectoring”, (2) digital terrestrial television (DTT), and (3) LTEservices. Where KPN has enhanced its VDSL system, it offers broadband internet with download speeds of 100 Mbps or 200 Mbps and on its FTTx networks,it offers download speeds of up to 500 Mbps. Its ability to offer a bundled triple-play of video, broadband internet and telephony services and fixed-mobileconvergence services, creates significant competitive pressure on VodafoneZiggo’s operations, including the pricing and bundling of its video products.KPN’s video services include many of the interactive features VodafoneZiggo offers its subscribers and KPN is currently testing a new set-top box that isexpected to enhance the video experience for its customers. In addition, KPN has its own over-the-top (OTT) video service. Portions of VodafoneZiggo’snetwork have been overbuilt by KPN’s and other providers’ FTTx networks and expansion of these networks is expected to continue.I-20LiLAC Group StatisticsThe following tables present certain operating data as of December 31, 2016, with respect to the networks of our consolidated subsidiaries attributed tothe LiLAC Group. The following tables reflect 100% of the data applicable to each of our subsidiaries regardless of our ownership percentage. Percentagesare rounded to the nearest whole number.Consolidated Operating Data - December 31, 2016 HomesPassed(1) Two-wayHomesPassed(2) CustomerRelationships(3) TotalRGUs(4) Video Basic VideoSubscribers(5) EnhancedVideoSubscribers(6) DTHSubscribers(7) TotalVideo InternetSubscribers(8) TelephonySubscribers(9) MobileSubscribers(10) LiLAC Group: Chile 3,216,600 2,710,500 1,328,900 2,795,500 79,500 967,800 — 1,047,300 1,091,200 657,000 166,200CWC: Panama 527,800 416,300 336,000 453,400 — 42,800 39,700 82,500 95,700 275,200 1,736,300Jamaica 424,300 424,300 295,900 496,000 — 102,500 — 102,500 172,300 221,200 944,800Trinidad &Tobago 310,500 310,500 166,400 271,400 — 117,200 — 117,200 123,500 30,700 —Barbados 121,800 121,800 92,200 162,500 — 18,400 — 18,400 62,500 81,600 131,500Bahamas 155,000 155,000 55,200 83,100 — 1,600 — 1,600 26,400 55,100 315,200Other 354,300 334,500 211,800 317,400 10,100 73,400 — 83,500 122,300 111,600 399,000Total CWC 1,893,700 1,762,400 1,157,500 1,783,800 10,100 355,900 39,700 405,700 602,700 775,400 3,526,800Puerto Rico 1,092,300 1,092,300 403,700 799,100 — 261,300 — 261,300 329,000 208,800 —Total LiLACGroup 6,202,600 5,565,200 2,890,100 5,378,400 89,600 1,585,000 39,700 1,714,300 2,022,900 1,641,200 3,693,000I-21__________________(1)Homes Passed are homes, residential multiple dwelling units or commercial units that can be connected to our networks without materially extending the distributionplant, except for DTH homes. Our Homes Passed counts are based on census data that can change based on either revisions to the data or from new census results. Wedo not count home passed for DTH.(2)Two-way Homes Passed are Homes Passed by those sections of our networks that are technologically capable of providing two-way services, including video, internetand telephony services.(3)Customer Relationships are the number of customers who receive at least one of our video, internet or telephony services that we count as RGUs, without regard towhich or to how many services they subscribe. To the extent that RGU counts include EBU adjustments, we reflect corresponding adjustments to our CustomerRelationship counts. For further information regarding our EBU calculation, see Additional General Notes to Tables below. Customer Relationships generally arecounted 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 individualgenerally will count as two Customer Relationships. We exclude mobile-only customers from Customer Relationships.(4)RGU is separately a Basic Video Subscriber, Enhanced Video Subscriber, DTH Subscriber, Internet Subscriber or Telephony Subscriber (each as defined and describedbelow). A home, residential multiple dwelling unit, or commercial unit may contain one or more RGUs. For example, if a residential customer in our Chilean marketsubscribed to our enhanced video service, fixed-line telephony service and broadband internet service, the customer would constitute three RGUs. Total RGUs is the sumof Basic Video, Enhanced Video, DTH, Internet and Telephony Subscribers. RGUs generally are counted on a unique premises basis such that a given premises does notcount 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 vacationhome), that individual will count as two RGUs for that service. Each bundled cable, internet or telephony service is counted as a separate RGU regardless of the nature ofany bundling discount or promotion. Non-paying subscribers are counted as subscribers during their free promotional service period. Some of these subscribers maychoose to disconnect after their free service period. Services offered without charge on a long-term basis (e.g., VIP subscribers, free service to employees) generally arenot counted as RGUs. We do not include subscriptions to mobile services in our externally reported RGU counts. In this regard, our December 31, 2016 RGU countsexclude 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 analogvideo signal or via a digital video signal without subscribing to any recurring monthly service that requires the use of encryption-enabling technology. Encryption-enabling technology includes smart cards, or other integrated or virtual technologies that we use to provide our enhanced service offerings. With the exception of RGUsthat we count on an EBU basis, we count RGUs on a unique premises basis. In other words, a subscriber with multiple outlets in one premises is counted as one RGUand a subscriber with two homes and a subscription to our video service at each home is counted as two RGUs.(6)Enhanced Video Subscriber is a home, residential multiple dwelling unit or commercial unit that receives our video service over our broadband network via a digital videosignal while subscribing to any recurring monthly service that requires the use of encryption-enabling technology. Enhanced Video Subscribers that are not counted on anEBU 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 generallycounted as just one subscriber. An Enhanced Video Subscriber is not counted as a Basic Video Subscriber. As we migrate customers from basic to enhanced videoservices, we report a decrease in our Basic Video Subscribers equal to the increase in our Enhanced Video Subscribers.(7)DTH Subscriber is a home, residential multiple dwelling unit or commercial unit that receives our video programming broadcast directly via a geosynchronous satellite.(8)Internet Subscriber is a home, residential multiple dwelling unit or commercial unit that receives internet services over our networks. Our Internet Subscribers do notinclude customers that receive services from dial-up connections.(9)Telephony Subscriber is a home, residential multiple dwelling unit or commercial unit that receives voice services over our networks. Telephony Subscribers excludemobile telephony subscribers.(10)Mobile Subscriber is an active SIM card in service rather than services provided. For example, if a Mobile Subscriber has both a data and voice plan on a smartphone thiswould equate to one Mobile Subscriber. Alternatively, a subscriber who has a voice and data plan for a mobile handset and a data plan for a laptop (via a dongle) wouldbe counted as two Mobile Subscribers. Customers who do not pay a recurring monthly fee are excluded from our Mobile Subscriber counts after periods of inactivityranging from 30 to 90 days, based on industry standards within the respective country.Additional General Notes to Table:Most of our broadband communications subsidiaries provide telephony, broadband internet, data, video or other business services. Certain of our business service revenueis derived from SOHO subscribers that pay a premium price to receive enhanced service levels along with video, internet or telephony services that are the same or similarto the mass marketed products offered to our residential subscribers. All mass marketed products provided to SOHOs, whether or not accompanied by enhanced servicelevels and/or premium prices, are included in the respective RGU and customer counts of our broadband communications operations, with only those services provided atpremium prices considered to be “SOHO RGUs” or “SOHO customers”. SOHO customers of CWC are not included in ourI-22respective RGU and customer counts as of December 31, 2016. With the exception of our business SOHO subscribers, we generally do not count customers of businessservices as customers or RGUs for external reporting purposes.Certain of our residential and commercial RGUs are counted on an EBU basis, including residential multiple dwelling units and commercial establishments, such as bars,hotels and hospitals, in Chile and Puerto Rico. Our EBUs are generally calculated by dividing the bulk price charged to accounts in an area by the most prevalent pricecharged to non-bulk residential customers in that market for the comparable tier of service. As such, we may experience variances in our EBU counts solely as a result ofchanges in rates.While we take appropriate steps to ensure that subscriber statistics are presented on a consistent and accurate basis at any given balance sheet date, the variability fromcountry to country in (1) the nature and pricing of products and services, (2) the distribution platform, (3) billing systems, (4) bad debt collection experience and (5) otherfactors add complexity to the subscriber counting process. We periodically review our subscriber counting policies and underlying systems to improve the accuracy andconsistency of the data reported on a prospective basis. Accordingly, we may from time to time make appropriate adjustments to our subscriber statistics based on thosereviews.Subscriber information for acquired entities, including CWC, is preliminary and subject to adjustment until we have completed our review of such information anddetermined that it is presented in accordance with our policies.I-23Network & Product Penetration Data (%) - December 31, 2016 Chile Panama PuertoRico Jamaica Trinidad&Tobago Barbados Bahamas OtherCWC LiLAC Group Network Data: Two-way homes passed percentage (1)84 79 100 100 100 100 100 93 Homes passed percentage—Cable (2)100 42 100 64 100 — — 52 Homes passed percentage—FTTx (2)— — — — — 100 17 5 Homes passed percentage—(V)DSL (2)— 58 — 36 — — 83 43 Digital video availability percentage (3)91 54 100 71 57 61 78 70 Broadband internet availability percentage (3)84 48 100 31 72 87 88 70 Fixed-line telephony availability percentage (3)84 53 100 43 65 99 92 80 LiLAC Group Product Penetration: Cable television penetration (4)33 8 24 24 38 15 1 24 Enhanced video penetration (5)92 100 100 100 100 100 100 88 Broadband internet penetration (6)40 23 30 41 40 51 17 37 Fixed telephony penetration (6)24 66 19 52 10 67 36 33 Double-play penetration (7)27 17 14 37 33 46 44 41 Triple-play penetration (7)42 9 42 15 15 15 3 4 I-24__________________(1)Percentage of total homes passed that are two-way homes passed.(2)Percentage of total homes passed served by a cable, FTTx or DSL network.(3)Percentage of total homes passed to which digital video, broadband internet or fixed-line telephony services, as applicable, are made available.(4)Percentage of total homes passed that subscribe to cable television services (Basic Video or Enhanced Video).(5)Percentage of cable television subscribers (Basic Video and Enhanced Video Subscribers) that are Enhanced Video Subscribers.(6)Percentage of two-way homes passed that subscribe to broadband internet or fixed-line telephony services, as applicable.(7)Percentage of total customers that subscribe to two services (double-play customers) or three services (triple-play customers) offered by our operations (video, broadbandinternet and fixed-line telephony).I-25Video, Broadband Internet & Fixed-Line Telephony and Mobile Services - December 31, 2016 Chile Panama PuertoRico Jamaica Trinidad&Tobago Barbados Bahamas Other CWC LiLAC Group: Video services: Network System (1) HFC (V)DSL/HFC HFC (V)DSL/HFC HFC (V)DSL/FTTx (V)DSL/FTTx HFC/(V)DSL/FTTx Broadband internet service: Maximum download speed offered(Mbps) 160 300 300(3) 100 240(4) 1,000 100 480(5) Mobile systems: Number of Mobile SIM cards (in000’s)(2) 166 1,736 945 132 315 399 Prepaid 8 1,566 922 102 282 343 Postpaid 158 170 23 30 33 56 _________________(1)These are the primary systems used for delivery of services in the countries indicated. “HFC” refers hybrid fiber coaxial cable networks. “(V)DSL” refers to bothourDSL and VDSL networks.(2)Represents the number of active SIM cards in service. See note 10 to Consolidated Operating Data table above for how these are counted.(3)In certain areas, speeds of up to 400 Mbps are available.(4)Speeds of up to 1 Gbps available in limited areas.(5)The majority of the “Other CWC” operations offer speeds of up to 100 Mbps.I-26LiLAC Group Products and ServicesOur LiLAC Group has broadband operations predominately in Latin America and the Caribbean serving residential and business customers. Our sub-seanetwork, together with our fixed-line networks and mobile platforms, allow us to offer end-to-end communications to customers. In Puerto Rico, our networkincludes a fiber ring around the island that is over 400 miles long, which provides enhanced interconnectivity points to the island’s other local andinternational telecommunications companies. These communication networks enable us to offer business services and wholesale services throughout theCaribbean and in parts of Latin America. These networks also support our offers of video, broadband internet, fixed-line telephony and mobile in ourresidential markets. Our services are provided through VTR in Chile, Liberty Puerto Rico in Puerto Rico and CWC in the Caribbean and parts of LatinAmerica and the Seychelles. The operations of CWC are provided through various consolidated subsidiaries, including the following subsidiaries where weown less than 100%: Cable & Wireless Panama, SA (a 49.0%-owned entity that owns most of our operations in Panama), the Bahamas TelecommunicationsCompany Limited (a 49.0%-owned entity that owns all of our operations in the Bahamas), Cable & Wireless Jamaica Limited (an 82.0%-owned entity thatowns the majority of our operations in Jamaica) and Cable & Wireless Barbados Limited (an 81.1%-owned entity that owns the majority of our operations inBarbados).Residential ServicesFor our residential customers, we offer a comprehensive set of converged consumer mobile, fixed-line telephony, broadband and video services primarilyacross the Caribbean and Latin America regions as summarized in the table below: Mobile Internet Video Telephony ChileX X X XPanamaX X X XPuerto Rico X X XJamaicaX X X XTrinidad & Tobago X X XBarbadosX X X XThe BahamasX X X XAnguillaX X X XAntigua & BarbudaX X X British Virgin IslandsX X XCayman IslandsX X X XCuraçao X X XDominicaX X XGrenadaX X X XMontserratX X XSeychellesX X X XSt Kitts & NevisX X XSt LuciaX X X XSt Vincent & the GrenadinesX X X XTurks & CaicosX X X XWe offer mobile services throughout most of our Latin America and Caribbean footprint and in the Seychelles. We are a mobile network provider inPanama and most of our Caribbean markets, including the Bahamas and Jamaica. As a mobile network provider, we are able to offer a full range of voice anddata services, including value-added services such as SMS, mobile internet and email access. This also provides us with the basis to offer our customersextensive converged products where we also offer video, internet and fixed-line telephony giving customers connectivity in and out of the home. For thesemobile services we hold spectrum licenses with terms ranging from 10 to 15 years. In Chile we provide mobile services as an MVNO where VTR leases athird-party's radio access network. This arrangement permits us to offer our customers in Chile mobile services without having to own and operate a cellularradio tower network. I-27Subscribers to our mobile services pay varying monthly fees depending on whether the mobile service is included with one of our other services orincludes mobile data services via mobile phones, tablets or laptops. Our mobile services are available on a postpaid or prepaid basis with most customerspurchasing a prepaid plan. We offer our customers the option to purchase mobile handsets with purchase terms typically related to whether the customerselects a prepaid or postpaid plan. Customers selecting a prepaid plan or service pay in advance for a pre-determined amount of airtime or data and generallydo not enter into a minimum contract term. Customers subscribing to a postpaid plan generally enter into contracts ranging from 12 to 24 months. The long-term contracts are often taken with a subsidized mobile handset. For each SIM card, we typically charge a one-time activation fee to our prepaid customers.Calls within and out of network incur a separate charge if not covered within a prepaid plan or under a postpaid monthly service plan. Our mobile servicesinclude voice, SMS and internet access. CWC is the incumbent fixed-line telephony service provider in many of its Caribbean markets and in certain markets the sole fixed-line provider. CWCoffers multi-feature telephony service over its various fixed networks, including cable, DSL, FTTx and copper networks. Depending on location, theseservices are provided via either circuit-switched telephony or VoIP technology. As the need arises, we are replacing obsolete switches with VoIP technologyand older copper networks with modern fiber optics. In addition, we continue to develop and invest in new technologies that will enhance our customers’experiences. These digital telephony services range from usage-based to unlimited international, local and domestic services.We offer video services in Chile, Puerto Rico, and in most of our CWC residential markets, including Panama, Jamaica, Trinidad and Tobago, Barbadosand the Bahamas. To meet the demands of our customers, we have enhanced our video services with next generation, market leading digital televisionplatforms that enable our customers to control when and where they watch their programming. These advanced services are delivered over our FTTx andhybrid fiber coaxial cable networks and include an advanced electronic programming guide, DVRs and VoD. In certain of our markets, customers can pausetheir programming even while the live broadcast is in progress.In most of our markets, customers have access to VoD, which offers thousands of movies and other video content, such as kids, documentaries, adult,sports and television series, as well as music channels. Our VoD service is available on a transaction basis with certain VoD content available only throughpremium packages for an additional monthly charge. Customers who subscribe to our video service receive a VoD enabled set-top box without an additionalmonthly charge. We tailor our VoD services to the specific market based on available content, consumer preferences and competitive offers. We continue todevelop our VoD services to provide a growing collection of programming from local and international suppliers, such as ABC/Disney, A+E Networks,NBC/Universal, Discovery and Turner Broadcasting, among others. In Chile, we recently launched Horizon TV through an advanced, cloud-based platform. For customers who take Horizon TV, we offer over 20 apps forvarious online services (such as YouTube, social platforms and games). In several of our Caribbean markets, we offer a comprehensive internet streamingvideo service (marketed as “Flow ToGo”) that allows our video customers to stream over 50 real-time video channels anywhere they have a broadbandconnection in and out of the home and on multiple devices. A video streaming service is also available in Puerto Rico where our video customers can streamover 45 real-time video channels.Our operations offer multiple tiers of digital video programming and audio services starting with a basic video service. All digital video services areencrypted and require a set-top box provided by us. Subscribers to our basic video service pay a fixed monthly fee and generally receive at least 70 videochannels, including a limited number of HD channels, and several digital and analog radio channels. This service includes VoD access and an electronicprogramming guide. We also offer a variety of premium channel packages, including HD channels, to meet the special interest of our subscribers. For anadditional monthly charge, a subscriber may upgrade to one of our extended digital tier services and receive an increased number of video and radiochannels, including channels in the basic tier of service and additional HD channels. Digital subscribers may also subscribe to one or more packages ofpremium channels for an additional monthly charge. In markets where our analog service is available, subscribers to such video service typically receivefewer channels than subscribers to our basic video service, with the number of channels dependent on their location. Subscribers to our digital services alsoreceive the channels available through our analog service. We tailor our video services in each country of operation based on the programing preferences, culture, demographics and local regulatory requirements.Our channel offerings include general entertainment, sports, movies, documentaries, life styles, news, adult, children, ethnic and foreign channels. In all ofour broadband operations, we continue to upgrade our systems to expand our digital services and encourage our analog subscribers to convert to a digital orpremium digital service. Discounts to our monthly service fees are available to any subscriber who selects a bundled service of at least any two of thefollowing: video, internet, fixed-line telephony and mobile. In Chile, we do not bundle our mobile services due to regulatory constraints.Our customers are increasingly using online communications. To support our customers’ expectations for seamless connectivity, we are expanding ournetworks to make ultrafast broadband available to more people. This includes investment inI-28the convergence of our fixed and mobile data systems and making wireless systems available in the home. In 2016, we improved the connectivity of over350,000 homes in Chile, Puerto Rico, Panama and other CWC markets through network extensions and upgrade projects. In 2017, we intend to improveconnectivity to approximately 450,000 homes through network extensions and upgrades, including migrating customers from legacy copper networks tocable or fiber networks. In addition, in 2016, we deployed the Connect Box to our subscribers in Chile and Puerto Rico. Connect Box is a dedicatedconnectivity device that delivers superior in-home WiFi coverage. We plan to expand the availability of this WiFi and telephony gateway to our CWCmarkets beginning in 2017. The internet speeds we offer is one of our differentiators, as customers spend more time streaming video and other bandwidth-heavy services on multipledevices. As a result, we are continuing to invest in additional bandwidth and technologies to increase internet speeds throughout our Latin America andCaribbean footprint. In 2016, we increased the top tier internet speed for our customers in Chile to 160 Mbps and in Puerto Rico to 300 Mbps. In certain areasof Puerto Rico, download speeds of up to 400 Mbps are available. We also increased our broadband internet speeds in the CWC footprint following thedeployment of FTTx in Barbados and upgrades to our networks in Panama and Jamaica. As stated above, we plan to continue the upgrade and expansion ofour fixed networks so that we can deploy high-speed internet service to additional customers in the coming years.Our residential subscribers access the internet via DSL over our fixed-line telephony networks or via cable modems connected to their internet capabledevices, including personal computers, or wirelessly via the Connect Box. In each of our markets, we offer multiple tiers of internet service. The speed ofservice depends on location and the tier of service selected by our subscriber. For example, our tiers of service range from 4 Mbps to 300 Mbps in Panama andfrom 20 Mbps to 100 Mbps in Jamaica and several of our other Caribbean markets. Higher speeds are available in certain other markets, including up to 1Gbps in Barbados and in limited areas of Trinidad & Tobago.Our internet service generally includes email, address book and parental controls with value-added services available for additional incrementalcharges. Our value-added services include security measures and online storage. Mobile broadband internet services are also available through our mobileservices described above. Subscribers to our internet service pay a monthly fee based on the tier of service selected. In addition to the monthly fee, customerspay an activation service fee upon subscribing to an internet service. This one-time fee may be waived for promotional reasons. We determine pricing foreach different tier of internet service through an analysis of speed, market conditions and other factors.Business ServicesOur business services represent a significant portion of CWC’s revenue, where it is one of the largest business service providers in the markets in which itoperates. We also are one of the largest business service providers in Puerto Rico. We offer connectivity and wholesale solutions to carriers and businessesthroughout the Caribbean and in parts of Latin America. Our sub-sea and terrestrial fiber optic cable networks include long-haul terrestrial backbone andmetro fiber networks that provide access to major commercial zones, wireless carrier cell sites and customers in key markets within our operating footprint. I-29Below is a map of our sub-sea fiber network. With over 48,000 km of fiber optic cable, and a current capacity of 2.0 Tbps (terabytes per second), CWC is able to carry large volumes of voice and datatraffic on behalf of its customers, businesses and carriers. The networks also allow CWC to provide point-to-point, clear channel wholesale broadbandcapacity services, superior switching and routing capabilities and local network services to telecommunications carriers, internet service providers (ISPs) andlarge corporations. In case of outages on portions of the cable systems, the network provides inbuilt resiliency due to the capability of re-routing traffic. CWCis highly regarded for its wholesale services. In 2016, it was recognized for its innovation and excellence in wholesale services at the 2016 Global CarrierAwards where it received the Best Caribbean Wholesale Carrier Award for the fourth consecutive year. At the 2016 MEF Excellence Awards, CWC receivedthe Wholesale Service Provider of the Year Award and the Service Innovation of the Year Award.Our business operations focus on sales to small, medium and international companies and governmental agencies. Within the business community, wetarget specific industry segments, such as financial institutions, the hospitality sector, healthcare facilities, education institutions and government offices. Weoffer tailored solutions that combine our standard services with value added features, such as dedicated customer care and enhanced service performancemonitoring. Our business products and services include voice, broadband, enterprise-grade connectivity, data center, hosting and managed solutions, as wellas IT solutions. We also offer a range of data, voice and internet services to carriers, ISPs and mobile operators. Our extensive fiber optic cable networks allowus to deliver redundant, end-to-end connectivity. It also allows us to provide business customers our services over dedicated fiber lines and local networks;thereby, seamlessly connecting businesses anywhere in the region.Our business services fall into five broad categories:•VoIP and circuit-switch telephony, hosted private branch exchange solutions and conferencing options;•data services for internet access, virtual private networks and high capacity point-to-point services;•wireless services for mobile voice and data, as well as WiFi networks;•video programming packages and select channel lineups for targeted industries; and•value added services, including webhosting, managed security systems and storage and cloud enabled software.I-30We offer a comprehensive range of information and communication technology solutions to businesses and governmental agencies, including a full suite ofcloud-based services, as well as a suite of commercial grade triple-play services. Our telephony and telecommunication services include flexible callhandling, teleconferencing, voice mail and other premium calling features, as well as security, surveillance and backup services.We work with businesses to customize their IT services based on the needs of the business. For these tailored services we enter into individual long-termagreements. For SOHO and small business customers, we generally enter into standard service agreements with contractually established prices based on thesize of the business, the services received and the volume and duration of the services. We also have agreements to provide our services to our businesscustomers over dedicated fiber lines and third-party fiber networks. Our intermediate to long-term strategy is to enhance our capabilities and offerings in thebusiness sector so we become a preferred provider in the business market. To execute this strategy successfully, customer care is a key driver.I-31Additional Business InformationTechnologyIn most of our markets, our video, broadband internet and fixed-line telephony services are transmitted over a hybrid fiber coaxial cable network. Thisnetwork is composed primarily of national and regional fiber networks, which are connected to the home over the last few hundred meters by coaxial cable. Inseveral of our Caribbean markets, these services are transmitted over a fixed network consisting of FTTx, DSL or copper lines. Approximately 98% of ournetwork allows for two-way communications and is flexible enough to support our current services as well as new services.We closely monitor our network capacity and customer usage. Where necessary, we increase our capacity incrementally, for instance by splitting nodesin our cable network. We also continue to explore improvements to our services and new technologies that will enhance our customer’s connectedentertainment experience. These actions include:•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-basedvideo; and•testing new technologies.As stated under General Development of Business—Expansion and Acquisitions above, we are expanding our hybrid fiber coaxial cable network throughour Network Extension programs. For our mobile network operations in the Caribbean and Latin America, we are acquiring additional spectrum, enabling usto expand our LTE service in the region. In addition, we are seeking mobile service opportunities where we have established cable networks and expandingour fixed-line networks where we have a strong mobile offering. This will allow us to offer converged fixed-line and mobile services to our customers.We deliver high-speed data and fixed-line telephony over our broadband network in our European markets and most of our Latin America and Caribbeanmarkets. The cable networks of our operations in Europe are connected to our “Aorta” backbone. The Aorta backbone is recognized as a Tier 1 Carrier, whichpermits us to serve our customers through settlement free collaboration with other carriers without the cost of using a third-party network. For our operationsin Latin America and the Caribbean, we deliver our high-speed data and fixed-line telephony over our various fixed networks, including cable, DSL, FTTxand copper networks. These networks are further connected via our sub-sea and terrestrial fiber optic cable network that provide connectivity within andoutside the region.In support of our connectivity strategy, we are moving our customers into a gigabit society. A majority of our broadband networks are already capable ofsupporting the next generation of ultra high-speed internet service at gigabit speeds. To provide these speeds to our subscribers, we are launching our nextgeneration gateways that will enable DOCSIS 3.1 technology throughout our footprint. The launch of DOCSIS 3.1 technology will allow us to offer fasterspeeds, in-home WiFi and better services. Our Unitymedia operations have already demonstrated that download speeds of 2 Gbps can be achieved on ournetwork. The new gateways and the continued upgrades to our network in the coming years will allow us to maximize high-speed connectivity overI-32our broadband networks and deliver gigabit services in a cost-effective manner. It will also allow us to meet the expectations of our customers for high-speedinternet access both in cities and rural areas of our footprint. Supply SourcesContent. With telecommunication companies increasingly offering similar services, content is one of the deciding factors for customers in selecting avideo services provider. Therefore, in addition to providing services that allow our customers to view programming when and where they want, we areinvesting in content that customers want. Our content strategy is based on:•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).We license almost all of our programming and on-demand offerings from content providers and third-party rights holders, including broadcasters andcable programming networks. For such licenses, we generally pay a monthly fee on a per channel or per subscriber basis, with minimum pay guarantees incertain cases. We generally enter into long-term programming licenses with volume discounts and marketing support. For on-demand programming andstreaming services, we generally enter into shorter-term agreements. For our distribution agreements, we seek to include the rights to offer the licensedprogramming to our customers through multiple delivery platforms and through our apps for smart phones and tablets.In seeking licenses for content, our primary focus is on partnering with leading international providers, such as Disney, Time Warner (including HBO),Fox, the BBC and Discovery. We also seek to carry in each of our markets key public and private broadcasters and in some markets we acquire local premiumprograming through select relationships with companies such as Sky plc (Sky) (U.K., Ireland, Germany and Austria) and British Telecom (BT). For our VoDservices, we license a variety of programming, including box sets of television series, movies, music, kids and documentaries. In addition, we have enteredinto a multi-year revenue sharing arrangement with Netflix Inc. (Netflix) to provide our customers with premium OTT services. The partnership will result inNetflix's content being available via set-top boxes to our video customers across all of our markets in Europe, Latin America and the Caribbean. The Netflixapp is already available to our customers in the U.K., Ireland and Switzerland and we plan to deploy the service in the rest of our operations via Horizon TVover the course of 2017 and 2018. It is also available to VodafoneZiggo customers.Exclusive content is another element of our content strategy. To support this approach, we are investing in content assets. We have invested in variouscontent companies, including ITV plc, All3Media Ltd., LionsGate Entertainment, TV3 Group (Ireland) and De Vijver Media. We are also investing in sports,both as a broadcaster and as a rights owner. In addition, we operate the leading Caribbean sports network Flow Sports, which provides exclusive fullcoverage of the English Premier League and other leading sporting events. We have also launched our own exclusive sports channels, Play Sports inBelgium, and announced the launch of MySports in Switzerland in 2017. In addition, we are commissioning our own dramas. We created the Swiss sitcom Fassler-Kunz, the Swiss series Im Heimatland and the original Belgiumseries Chaussee d'Amour. In August 2016, we announced that we are teaming up with All3Media, which we own jointly with Discovery Communications,Inc., to co-produce four high-end drama series over the next two years. This exclusive content will be available on demand to our customers. Customer Premises Equipment. We purchase each type of customer premises equipment from a number of different suppliers with at least two or moresuppliers providing our high-volume products. Customer premises equipment includes set-top boxes, modems, WiFi routers, DVRs, tuners and similardevices. For each type of equipment, we retain specialists to provide customer support. For our broadband services, we use a variety of suppliers for ournetwork equipment and the various services we offer. Similarly, we use a variety of suppliers for mobile handsets to offer our customers mobile services.Software Licenses. We license software products, including email and security software, and content, such as news feeds, from several suppliers for ourinternet services. The agreements for these products require us to pay a per subscriber fee for software licenses and a share of advertising revenue for contentlicenses. For our TiVo service in the U.K., we have a partnership arrangement where TiVo is the exclusive provider of the user interface software for our nextgeneration set-top boxes, which provides converged television and broadband internet capabilities, and we are the exclusive distributor of the TiVo servicesand technology in the U.K. For our mobile network operations and our fixed-line telephony services, we license software products, such as voicemail, textmessaging and caller ID, from a variety of suppliers. For these licenses we seek to enter into long-term contracts, which generally require us to pay based onusage of the services.I-33Access Arrangements. Through Unitymedia, we have entered into various long-term agreements with the incumbent telecommunications operator,Deutsche Telekom AG (Deutsche Telekom), for the lease of cable duct space and hubs, as well as use of fiber optic transmission systems, towers and facilityspace. In addition, Unitymedia purchases a portion of the electricity required for the operation of its networks through Deutsche Telekom under suchagreements. Unitymedia’s ability to offer its broadband communications services to customers is dependent on the agreements with Deutsche Telekom. Theseagreements are long-term and may only be terminated under certain limited exceptions. Any termination, however, would have a material adverse effect onthe operations of Unitymedia. For information on a legal action that Unitymedia commenced against Deutsche Telekom in December 2012 regarding theseagreements, see note 17 to our consolidated financial statements included in Part II of this Annual Report on Form 10-K.For our mobile services provided through MVNO arrangements, we are dependent on third-party wireless network providers. Each of our MVNOoperations has an agreement with such a provider to carry the mobile communications traffic of our customers. We seek to enter into medium to long-termarrangements for these services. Any termination of these arrangements could significantly impact our mobile services.CompetitionAll of our businesses operate in highly competitive and rapidly evolving markets. Technological advances and product innovations have increased andare likely to continue to increase giving customers several options for the provision of their telecommunications services. Our customers want access to highquality telecommunication services that allow for seamless connectivity. Accordingly, our ability to offer converged services (video, internet, fixedtelephony and mobile) is a key component of our strategy. In many of our markets, we compete with companies that provide fixed-mobile convergencebundles, as well as companies that are established in one or more communication products and services. Consequently, our businesses face significantcompetition. In all markets, we seek to differentiate our telecommunication services by focusing on customer service, competitive pricing and offeringquality high-speed internet. In this section, we begin with an overview on the competitive nature of the video, broadband internet, and mobile and fixed-linetelephony services in our markets, and then provide more detail on the competitive landscape in our more material markets.Video DistributionOur video services compete primarily with traditional free-to-air (FTA) broadcast television services, DTH satellite service providers and other fixed-linetelecommunications carriers and broadband providers, including incumbent telephony operations offering (1) DTH satellite services, (2) IPTV overbroadband internet connections using asymmetric DSL or VDSL or an enhancement to VDSL called "vectoring", (3) IPTV over FTTx networks, or (4) LTEServices. Many of these competitors have a national footprint and offer features, pricing and video services individually and in bundles comparable to whatwe offer. In certain markets, we also compete with other cable providers who have overbuilt portions of our systems. OTT video content aggregators utilizing our or our competitors' high-speed internet connections are also a significant competitive factor as are othervideo service providers that overlap our service areas. The OTT video aggregators (such as HBO Go, Amazon Prime and Netflix) offer VoD service fortelevision series and movies, catch-up television and linear channels from broadcasters. In some cases, these OTT services are provided free-of-charge. Thecontent library of such services are offered on an unlimited basis for a monthly fee. Typically these services are available on multiple devices in and out ofthe home. To enhance our competitive position, we provide our subscribers with TV everywhere products and premium OTT video services through MyPrimeor our arrangement with Netflix. Our businesses also compete to varying degrees with other sources of information and entertainment, such as onlineentertainment, newspapers, magazines, books, live entertainment/concerts and sporting events.We believe that our deep-fiber access provides us with several competitive advantages. For instance, our cable networks allow us to concurrently deliverinternet access, together with real-time television and VoD content, without impairing our high-speed internet service. In addition, our cable infrastructureallows us to provide triple-play bundled services of broadband internet, television and fixed-line telephony services without relying on a third-party serviceprovider or network. Where mobile is available, our mobile networks, together with our fixed fiber-rich networks, allow us to provide a comprehensive set ofconverged mobile and fixed-line services. Our capacity is designed to support peak consumer demand. In serving the business market, many aspects of thenetwork can be leveraged at very low incremental costs given that business demand peaks at a time when consumer demand is low, and peaks at lower levelsthan consumer demand. In response to the continued growth in OTT viewing, we have launched a number of innovative video services, including HorizonGo, MyPrime and Replay TV in our European markets, Play More in Belgium and Flow ToGo in several of the CWC markets, as well as access to Netflixcontent.I-34Our ability to continue to attract and retain customers depends on our continued ability to acquire appealing content and services on acceptable termsand to have such content available on multiple devices and outside the home. Some competitors, such as Swisscom AG (Swisscom) in Switzerland, haveobtained long-term exclusive contracts for certain sports programs, which limits the opportunities for other providers to offer such programs. Othercompetitors also have obtained long-term exclusive contracts for programs, but our operations have limited access to certain of such programming throughselect contracts with these companies, including Sky Deutschland AG, a subsidiary of Sky, in Germany and Austria and Sky and BT in the U.K. and Ireland. Ifexclusive content offerings increase through other providers, programming options could be a deciding factor for subscribers on selecting a video service.Liberty Global GroupIn the European countries in which we operate, our principal competition in the provision of video services is from traditional FTA broadcasters; DTHsatellite providers in many markets, such as the U.K., Germany, Austria, Ireland, Poland, the Czech Republic and Slovakia, where we compete with long-established satellite platforms; incumbent telecommunications providers using fiber technology; and cable operators where portions of our systems havebeen overbuilt. In addition, in Belgium we are experiencing competition on our own network as a result of the Belgian Regulatory Authorities granting third-party operators (including the incumbent telephony operator) access to cable operators’ networks. See Regulatory Matters—Liberty Global Group—Belgium.Mobile broadband has gained a noticeable share of subscribers, which is another competitive factor.Similar to our technological advances to enhance our video services, our competitors are also improving their video platforms with next generation set-top boxes, TV everywhere products and other interactive services. Similarly, VDSL, which is either provided directly by the owner of the network or by athird-party, is a significant part of the competitive environment in many of our markets as are FTTx networks. In all of our European markets, competitivevideo services are offered by the incumbent telecommunications operator, whose video strategies include IPTV over DSL, VDSL and FTTx networks and, insome cases, DTH and DTT. The ability of incumbent operators to offer the triple-play of video, broadband internet and fixed-line telephony services and, inmost countries, a quad-play with mobile services, is exerting competitive pressure on our operations, including the pricing and bundling of our videoproducts. In order to gain video market share, the incumbent operators and alternative service providers in a number of our larger European markets arepricing their DTT, VDSL or DTH video packages at a discount to the retail price of the comparable digital cable service and, in some cases, including DVRsas a standard feature.Overall, we are experiencing increased convergence as customers look to receive all their media and communication services from one provider. In ourlargest European video markets, our key competitors for the the provision of converged services are: BT (U.K.), Deutsche Telekom (Germany), ProximusNV/SA (Proximus) (Belgium) and Swisscom (Switzerland). Each of these competitors have extensive resources allowing them to offer competitively pricedbundled services. As a result, our ability to offer triple-play or quad-play bundles and fixed-mobile convergence bundles is one of our key strategies to attractand retain customers. In each of these markets, we seek to distinguish ourselves through our multimedia gateway services, interactive services (such as ReplayTV and MyPrime) and our download speeds.Portions of our European systems have been overbuilt by FTTx networks and other cable operations. These systems are a significant competitive factorprimarily for our Central and Eastern Europe operations. Based on research of various telecommunication publications, including by the Organization forEconomic Cooperation and Development (OECD) and internal estimates, parts of our Central and Eastern Europe operations are overbuilt by FTTx networks,including almost all of our operations in Romania. Other cable operators have also overbuilt approximately half of our cable networks in Hungary andPoland. Although we have extensive FTTx overbuild in Switzerland, connectivity to the FTTx network is not available at all locations. In addition,government and quasi-government entities in certain of the countries in which we operate in Europe continue to invest in FTTx networks, creating anothersource of competition. In order to achieve download speeds of up to 100 Mbps or greater for customers, incumbent telecommunications operators areadopting VDSL with vectoring and bonding technologies as a more cost efficient solution compared to FTTx initiatives. Our primary competitor in Germany,Deutsche Telekom, has implemented this technology in almost all of our footprint in Germany. Swisscom is also implementing vectoring in Switzerland.Vectoring is a transmission method that coordinates line signals to reduce crosstalk levels and improve performance. Bonding is a method of taking channelson either DSL or cable plant and bonding those channels together for a higher bandwidth throughput.In most of our Central and Eastern European markets, we face intense competition from DTH services. These DTH companies offer aggressively-pricedpackages of video content and in some cases offer triple-play packages. FTA broadcasters are also significant competitors in the Central and Eastern Europemarkets. To stay competitive, UPC Holding’s DTH operations offer advanced services and functionality, including DVR and premium content, in most of ourCentral and Eastern European markets. It has also expanded these services to include a triple-play offer in Hungary. Our cable operations stay competitive byoffering enhanced digital services, such as HD channel offerings, MyPrime, Horizon Go and expanded VoD services. These operations have also increasedbroadband internet speeds in their triple-play bundles ranging from up to 250 Mbps in Poland to up to 500 Mbps in Hungary, Romania and Slovakia.Promotional discounts are available, particularly on bundled options.I-35We compete on value by offering advanced digital services, such as DVR functionality, HD, VoD, catch-up television, Replay TV, multiscreen servicesand multimedia gateways. We also compete by accelerating the migration of our customers from analog to digital services, offering advanced digital featuresand attractive content packages, as well as bundled services, at reasonable prices. In each of the countries in which we operate, we also tailor our packages toinclude attractive channel offerings and offer recurring discounts for bundled services and loyalty contracts. In addition, from time to time, we modify ourdigital channel offerings to improve the quality of our programming. Where mobile voice and data are available, we focus on our converged service offeringsat attractive prices. In our other operations, we use the triple-play bundle as a means of driving video, as well as other products where convenience and pricecan be leveraged across the portfolio of services. We also continue to enhance our Horizon TV product to meet our customers desire to view programminganytime and anywhere, such as new applications and expanding its availability in our markets.•Virgin Media. Virgin Media’s digital television services compete primarily with FTA television and with Sky, the primary pay satellite televisionprovider. Sky offers competitively priced triple-play and quad-play services in the U.K. and Ireland. Other significant competitors are BT andTalkTalk Telecom Group plc (TalkTalk) in the U.K. and Eircom Limited in Ireland, each of which offer triple-play services, as well as IPTV videoservices. Each of these competitors have multimedia home gateways.Sky owns the U.K. rights to various entertainment, sports and movie programming content and channels. Sky is both a principal competitor in thepay-television market and an important supplier of content to us. Various Sky channels, including Sky Sports, are available over Sky’s satellitesystem and our cable networks, as well as via Sky’s apps and online players and other television platforms, and some of the channels are available onBT and TalkTalk platforms. Virgin Media distributes several basic and premium video channels supplied by Sky. BT is also both a principalcompetitor and an important supplier of content to us. BT owns premium BT Sport channels, providing a range of sports content, including football(soccer) from the English Premier League and exclusive rights to the UEFA Champions League and the UEFA Europa League. The BT Sportchannels are available on our cable network as well as our competitors’ networks.In this competitive market, Virgin Media is expanding its broadband network and recently launched its new 4K enabled Virgin Media V6 set-topbox in the UK. In Ireland it offers Horizon TV and its functionalities (marketed as Virgin TV). The on-line streaming service Virgin TV Anywhere isavailable throughout the Virgin Media footprint. In addition, Virgin Media’s ability to include mobile for its U.K. and Ireland customers for a lowincremental fee creating a fixed-mobile convergence bundle is a key market offer.•Unitymedia. Unitymedia’s primary competition is from FTA television received via satellite. Unitymedia’s primary competitor for pay TV services isthe IPTV services over VDSL and FTTx and DTH of the incumbent telecommunications operator, Deutsche Telekom. Deutsche Telekom hasannounced plans to cover approximately 80% of German homes with its VDSL network by 2018. Within its VDSL footprint, Deutsche Telekom isimplementing vectoring technology to enhance maximum broadband speeds to up to 100 Mbps from the current speeds of up to 50 Mbps. DeutscheTelekom further announced its ambition to implement super vectoring technology across all cable network areas by 2018, enhancing broadbandspeeds in these areas to up to 250 Mbps.Deutsche Telekom offers competitively-priced bundles, including fixed-mobile convergence, and recently became more aggressive on price bylaunching double-play and triple-play promotional offers. In addition, Vodafone, also a competitor in Germany, bundles its IPTV service with itsbroadband offerings through Deutsche Telekom’s DSL network under a resell agreement making it a significant competitor in the double-play andtriple-play market in our footprint. It also has expanded its bundle offers to include mobile products. These converged offerings may enableDeutsche Telekom and Vodafone to reduce churn and attract new customers.Deutsche Telekom and Professional Operators compete with Unitymedia for housing association contracts. Professional Operators typically procurethe broadcast signals they distribute from Unitymedia or from FTA television received via satellite. Certain Professional Operators may also use suchopportunities to build their own distribution networks or to install their own head-ends for receiving satellite signals. To enhance its competitive position, Unitymedia offers Horizon TV and the Horizon family of products, including Horizon Go. It also makes mobileavailable creating converged bundles. Mobile customers receive a discount when they also subscribe to certain bundles.•Telenet. Telenet’s principal competitor is Proximus, the incumbent telecommunications operator, which has interactive digital television, replaytelevision, VoD and HD service as part of its video offer, as well as a remote access service. Proximus offers competitively-priced bundles, includingfixed-mobile convergence. Its IPTV services are delivered over its DSL and VDSL networks. Also, Telenet and other Belgian cable operators mustgive alternative providers access toI-36their cable networks. Consequently, Telenet faces increased competition from other providers of video services who may be able to offer triple- andquad-play services. For more information, see Regulatory Matters—Liberty Global Group—Belgium.In order to compete effectively against alternative providers, Telenet leverages its extensive cable network, the broad acceptance of its basic cabletelevision services and Yelo Play and its additional features, such as HD and DVR functionality, VoD offerings and its Play Sports channel. It is alsousing mobile services to drive its other products through its all-in-one converged offering “WIGO”. In addition, Telenet continues to enhance itsYelo Play app and programming, including extending its rights to the English Premier League through 2019 and the addition of other sports rights.Further, with its pending acquisition of certain broadband operations from Coditel Brabant sprl, Telenet will extend its services to additional parts ofBelgium and Luxembourg.•UPC Switzerland. Our main competitor in Switzerland is Swisscom, the incumbent telecommunications operator, which provides IPTV services overDSL, VDSL and FTTx networks. Swisscom offers VoD services, DVR and replay functionality and HD channels, as well as the functionality to allowremote access to its video services, and has exclusive rights to distribute certain sports programming. Swisscom’s internet speeds include up to 100Mbps on its VDSL network and up to either 300 Mbps or 1 Gbps in areas served by its FTTx network. Swisscom continues to expand its FTTxnetwork to Switzerland households in our footprint, as well as in our partner network footprints. It has built its fiber-to-the-home network in severalcities in cooperation with municipality-owned utility companies and, where no cooperation agreement has been reached, Swisscom is building itsown fiber-to-the-home network. With respect to subscribers on partner networks, UPC Switzerland competes with other service providers for thecontracts to serve these subscribers.To compete effectively in Switzerland, UPC Switzerland promotes Horizon TV and its family of products together with Replay TV and MyPrime,giving subscribers the ability to personalize their programming and viewing preferences. It also uses its high-speed internet of up to 200, 400 or 500Mbps to promote its extended digital tier bundles.LiLAC GroupIn Latin America and the Caribbean, our primary competition in the provision of video services, depending on the market, is from traditional FTAbroadcasters, DTH satellite providers, other pay television providers using fiber technology or cable operators whose networks overlap our systems. OTTviewing is also a significant competitive factor. To enhance our video offerings in this region, we are developing cloud-based, next generation user interfacesbased on advanced technologies. This is demonstrated by our recent launch of Horizon TV in Chile and an advanced set-top box in most of CWC’s markets.Our competitors, however, are also improving their video services with interactive services and wireless connectivity. Many of our competitors offercompetitively-priced packages of video content and, in some cases, offer double- and triple-play packages.In this competitive environment, we enhance our offers with advanced digital services, such as DVR functionality, HD channels, VoD and multiscreenservices. In addition, we offer attractive content packages tailored to the particular market and discounts for bundled services. To improve the quality of theprogramming in our packages, our operations periodically modify their digital channel offerings. Where mobile is available, we are focusing on ourconverged service offerings at attractive prices. We use these services, as well as bundles of our fixed-line services, as a means of driving video and otherproducts where convenience and price can be leveraged across the portfolio of services.•VTR. VTR competes primarily with DTH service providers, including the incumbent Chilean telecommunications operator Compañia deTelecomunicaciones de Chile SA using the brand name Movistar (Movistar), Claro Chile S.A., a subsidiary of América Móvil, S.A.B. de C.V.(Claro), and DIRECTV Latin America Holdings, Inc. (DirecTV). Movistar offers double-play and triple-play packages using DTH for video and DSLfor internet and fixed-line telephony and offers mobile services. On a smaller scale, Movistar also offers IPTV services over FTTx networks in Chile.Claro offers triple-play packages using DTH and, in most major cities in Chile, through a hybrid fiber coaxial cable network. It also offers mobileservices. To a lesser extent, VTR also competes with video services offered by or over networks of fixed-line telecommunication providers usingDSL technology. To compete effectively, VTR focuses on enhancing its subscribers viewing options in and out of the home. It offers VoD, catch-uptelevision, DVR functionality, Horizon TV and a variety of premium channels. These services and its variety of bundled options, including internetand telephony, enhance VTR’s competitive position. •CWC. CWC competes with a variety of pay TV service providers in its various markets. Several of these competitors offer double-play and triple-play packages. Fixed-mobile convergence services are not yet a significant factor in most of CWC’s residential markets. In Panama, CWC competesprimarily with Cable Onda S.A., which offers video, internet and fixed-line telephony over its cable network. The DTH services of Claro are also acompetitive factor. In several of CWC’s other markets, including Jamaica, Trinidad & Tobago and Barbados, we are the largest or one of the largestvideoI-37service providers. In these markets, CWC’s primary competition is from DTH providers, such as DirecTV, and operators of IPTV services over VDSLand FTTx, such as Digicel Group Ltd. (Digicel). To compete effectively, CWC invests in leading mobile and fixed networks, and in content, wherethe Premier League is a main attraction for Flow Sports.•Liberty Puerto Rico. Liberty Puerto Rico is the third largest provider of video services in Puerto Rico. Liberty Puerto Rico’s primary competition forvideo customers is from DTH satellite providers DirecTV and Dish Network Corporation (Dish Network). Dish Network is an aggressive competitor,offering low introductory offers, free HD channels and, in its top tier packages, a multi-room DVR service for free. DirecTV is also a significantcompetitor offering similar programming in Puerto Rico compared to Dish Network. In order to compete, Liberty Puerto Rico focuses on offeringvideo packages with attractive programming, including HD and Spanish language channels. It also offers a specialty video package of Spanish-onlychannels that is gaining popularity. In addition, Liberty Puerto Rico uses its bundled offers that include high-speed internet with download speedsof up to 300 Mbps to drive its video services.InternetWith respect to broadband internet services and online content, our businesses face competition in a rapidly evolving marketplace from incumbent andnon-incumbent telecommunications companies, mobile operators and cable-based ISPs, many of which have substantial resources. The internet servicesoffered by these competitors include both fixed-line broadband internet services using cable, DSL or FTTx networks and wireless broadband internetservices. These competitors have a range of product offerings with varying speeds and pricing, as well as interactive services, data and other non-videoservices offered to homes and businesses. With the demand for mobile internet services increasing, competition from wireless services using various advancedtechnologies is a competitive factor. In several of our markets, competitors offer high-speed mobile data via LTE wireless networks. In addition, other wirelesstechnologies, such as WiFi, are available in almost all of our markets. In this intense competitive environment, speed and pricing are key drivers forcustomers.Our strategy is speed leadership. Our focus is on increasing the maximum speed of our connections as well as offering varying tiers of service, prices anda variety of bundled product offerings and a range of value added services. We update our bundles and packages on an ongoing basis to meet the needs of ourcustomers. Our top download internet speeds in Europe range from up to 200 Mbps to speeds of up to 500 Mbps available in Switzerland, Hungary, Romaniaand Slovakia. Our top download speeds for our Latin American and Caribbean operations generally range from up to 100 Mbps to speeds of up to 350 Mbps.In Barbados, we also have speeds of up to 1 Gbps available and in Anguilla, we have speeds of up to 480 Mbps. In many of our LiLAC Group markets, weoffer the highest download speeds available via our cable and FTTx networks. The focus is on high-end internet products to safeguard our high-end customerbase and allow us to become more aggressive at the low- and medium-end of the internet market. By fully utilizing the technical capabilities of DOCSIS 3.0technology on our cable systems, we can compete with local FTTx initiatives and create a competitive advantage compared to DSL infrastructures and LTEinitiatives on a national level. With the commercial deployment of our next generation gateways that will enable DOCSIS 3.1 on our cable networks, we planto further increase our high-speed internet offers.Liberty Global GroupAcross Europe, our key competition in this product market is from the offering of broadband internet products using various DSL-based technologies bythe incumbent phone companies and third parties. The introduction of cheaper and ever faster fixed-line broadband offerings is further increasing thecompetitive pressure in this market. Wireless broadband services, such as LTE, are also significant competitors using high-speed mobile networks. We areexpanding our ultra high-speed services and increasing our download speeds. In most of our markets, we offer our internet service on a standalone basis orthrough bundled offerings that include video, fixed-line telephony and mobile services. Mobile data is also increasingly important and we are addressing thisthrough our wide range of mobile products, including expanding our LTE service area and offering SIM-only mobile products, as well as expanding ourCommunity WiFi network.•Virgin Media. In the U.K., we have a number of significant competitors in the market for broadband internet services, including fixed-line incumbenttelecommunications providers. Of these broadband internet providers, BT is the largest, which provides broadband internet access services over itsown VDSL network. BT has announced its intention to rollout ultrafast speeds of up to 300 Mbps to 500 Mbps by the end of 2020 to up to 10.0million premises using G-fast technology, a DSL standard designed for local loops less than 250 meters. This technology is also expected toeventually support a rollout of 1 Gbps service.Operators such as Sky and TalkTalk deploy their own network access equipment in BT exchanges via a process known as local loop unbundling(LLU). This allows an operator to reduce the recurring operating costs charged by BT by reducing the proportion of traffic that must travel directlyover BT’s network. LLU deployment requires a substantial capital investment to implement and requires a large customer base to deliver a return oninvestment. In addition to the competitionI-38and pricing pressure in the broadband market arising from LLU, competition from mobile broadband developments, such as LTE mobile servicesand WiFi services, is significant. Mobile providers continue to gain market share from fixed-line providers. These providers offer a range of mobileservices.•Unitymedia. In Germany, the competition for broadband internet services is particularly intense. For broadband internet access, DSL is the dominanttechnology and Deutsche Telekom is the primary provider. Other major competitors to our services are resellers of Deutsche Telekom’s DSL andVDSL services. We also face increased competition from mobile broadband operators, including Deutsche Telekom, and other network providers,many of which offer mobile services through LTE wireless systems and are increasing their coverage areas. Deutsche Telekom is upgrading its VDSLnetwork with vectoring technology to increase its speeds to up to 100 Mbps. It plans to have 80% of German households connected to this networkby 2018. With its (vectored) VDSL expansion plan, competition from Deutsche Telekom will increase.•Telenet. In the Flanders region of Belgium, Telenet is the leading provider of residential broadband internet services. Telenet’s primary competitor isthe DSL service provider Proximus. Proximus is a well-established competitor offering quad-play bundles. Proximus’ DSL and VDSL serviceprovide download speeds up to 100 Mbps. Mobile internet use is increasing as well. Similar to its video services, Telenet faces competition inthe provision of internet services from other providers who have access to Telenet’s cable network. In this competitive market, Telenet is usingits fixed-mobile converged offer “WIGO” to promote its internet and other services.•UPC Switzerland. In Switzerland, Swisscom is the largest provider of broadband internet services, and is our primary competitor. Swisscom internetcustomers have access to its basic video content free of charge through its internet portal. It is also expanding its FTTx network and rolling outG.fast technology. At year end 2016, it had 2.5 million new connections through these technologies. Swisscom offers download speeds ranging from20 Mbps to up to 1 Gbps.LiLAC GroupIn several of our CWC markets, we are the incumbent phone company offering broadband internet products using various DSL-based technologies. Inthese markets and our other Latin American markets, our key competition for internet services is from cable and IPTV operators and mobile data serviceproviders. Wireless broadband services are a significant competitor with their high-speed mobile networks. To compete effectively, we are expanding ourLTE service areas and increasing our download speeds. In most of our markets, we offer our internet service through bundled offerings that include video andfixed-line telephony. We also offer a wide range of mobile products either on a prepaid or postpaid basis.•VTR. In Chile, VTR faces competition primarily from non-cable-based ISPs, such as Movistar, and from other cable-based providers, such as Claro.Competition is particularly intense with each of these companies offering competitively priced services, including bundled offers with ultrahigh-speed internet services. Mobile broadband competition is significant as well. Both Movistar and Claro have launched an LTE network forhigh-speed mobile data. To compete effectively, VTR is expanding its two-way coverage and offering attractive bundling with fixed-linetelephony and digital video service. In response to the availability of mobile data in Chile, VTR offers our high-speed internet with downloadspeeds of up to 160 Mbps.•CWC. CWC competes primarily with mobile broadband providers in the provision of internet services. Where CWC is the incumbenttelecommunications provider, it also competes with cable operators, the largest of which is Cable Onda in Panama and Cable Bahamas in theBahamas. To a lesser extent, CWC experiences competition from Digicel in certain of its markets. To distinguish itself from these competitors, CWCuses its bundled offers with video and telephony to promote its broadband internet services.•Liberty Puerto Rico. In Puerto Rico, Liberty Puerto Rico competes primarily with mobile broadband providers. Most of these providers, includingthe incumbent telecommunications company, offer these services over their LTE networks. To compete with mobile broadband, Liberty Puerto Ricooffers its high-speed internet with download speeds of up to 300 Mbps. Liberty Puerto Rico also competes with the DSL services of Claro inproviding fixed-line internet services.I-39Mobile and Telephony ServicesConsumers are increasingly moving to mobile services. In almost all of our Latin America and Caribbean markets we are either the leading or one of theleading mobile providers, except in Chile and certain other markets where we are a relatively new entrant in the provision of mobile services. In Belgium, weare one of the top three mobile providers and in the U.K., we are the fourth largest provider, in each case based on number of SIM cards. In our other Europeanmarkets, however, we currently have minimal mobile presence. In the markets where we are one of the top mobile providers, we continue to seek additionalbandwidth to deliver our wide range of services to our customers and increase our LTE services. Where we are a small mobile provider, we face significantcompetition from other mobile telephony providers, many of whom offer LTE services and are making significant advances in obtaining customers. In all ofour markets competition is intense. We also offer various calling plans, such as unlimited network, national or international calling, unlimited off-peakcalling and minute packages, including calls to fixed and mobile phones. In addition, we use our bundled offers with our video and ultra high-speed internetservices to gain mobile subscribers. Our ability to offer fixed-mobile convergence services is a key driver. In several of our markets we provide convergedservices, including mobile, fixed-line, broadband and video. We are also exploring opportunities to offer mobile services in our other markets and mobilityapplications to our other services.The market for fixed-line telephony services is mature in almost all of our markets. Changes in market share are driven by the combination of price andquality of services provided and the inclusion of telephony services in bundled offerings. In several of our CWC markets, we are the incumbenttelecommunications provider with long established customer relationships. In our other markets, our fixed-line telephony services compete against theincumbent telecommunications operator in the applicable market. In these markets, the operators have substantially more experience in providing fixed-linetelephony and mobile services, greater resources to devote to the provision of fixed-line telephony services and long-standing customer relationships. In allof our markets, we also compete with other VoIP operators offering service across broadband lines. OTT telephony is also a competitive factor. In manycountries, our businesses also face competition from other cable telephony providers, FTTx-based providers or other indirect access providers.Competition in both the residential and business fixed-line telephony markets is extremely competitive due to market trends, the offering of carrier pre-select services, number portability, the replacement of fixed-line with mobile telephony and the growth of VoIP services, as well as continued deregulation oftelephony markets and other regulatory action, such as general price competition. Carrier pre-select allows the end user to choose the voice services ofoperators other than the incumbent while using the incumbent’s network. Our fixed-line telephony strategy is focused around value leadership, and weposition our services as “anytime” or “any destination”. Our portfolio of calling plans include a variety of innovative calling options designed to meet theneeds of our subscribers. In many of our markets, we provide product innovation, such as telephone apps that allow customers to make and receive calls fromtheir fixed-line call packages on smart phones. In addition, we offer varying plans to meet customer needs and, similar to our mobile services, we use ourtelephony bundle options with our digital video and internet services to help promote our telephony services and flat rate offers are standard.Liberty Global GroupAcross Europe, our fixed-line and mobile telephony businesses are generally small compared to the existing business of the incumbent telephonecompanies. The incumbent telecommunication companies remain our key competitors but mobile operators and other VoIP operators, including ISPs,offering service across broadband lines are also significant competitors in these markets. Generally, we expect telephony markets to remain extremelycompetitive. Due to the maturity of the telephony market, competition is particularly intense in all our markets with price often the deciding factor. To maintain orincrease market share, we and our competitors focus on bundling telephony services with quality broadband offerings and other services. In each of ourmarkets, we face competition with a dominant fixed-line telephony provider, most of which also have competitive mobile offers based on LTE services. Inour largest markets, the key dominant telephony providers are BT (UK), Deutsche Telekom (Germany), Proximus (Belgium) and Swisscom (Switzerland).These telephony competitors are also the largest mobile operators in these markets based on number of SIM cards, except in Germany where Telefonica O2 isthe largest.LiLAC GroupIn our Latin American and Caribbean markets, competition in the telephony and mobile services markets is also intense. In Chile, VTR faces competitionfrom the incumbent telecommunications operator, Movistar, and other telecommunications operators. Movistar has substantial experience in providingtelephony services, resources to devote to the provision of telephony services and long-standing customer relationships. Price is a key factor as are bundleswith quality services. We distinguish our services by delivering reliable market leading internet access speeds with attractive bundled offers.I-40Movistar, Claro and Entel PCS Telecommunications SA are the primary companies that offer mobile telephony in Chile. In mid-2015, WOM S.A. enteredthe mobile services market through its acquisition of the Nextel Chile network. WOM S.A. is exerting significant competitive pressure in the mobile marketwith its very aggressive price offer. Such pricing is driving down sales and increasing churn in the mobile market. As an MVNO, VTR offers its mobileservices on a standalone basis. To attract and retain customers, VTR focuses on its triple-play customer base, offering them postpaid mobile accounts at anattractive price.With respect to mobile services, we face competition from Digicel in most of our CWC residential markets and Movistar and Claro in Panama. Inaddition, in the Bahamas, where CWC had previously been the only provider of mobile services, competition has increased significantly due to thecommercial launch of mobile services by a competitor during the fourth quarter of 2016. We also face competition in the provision of broadband servicesfrom Cable Onda in Panama, Digicel in our Caribbean markets and Cable Bahamas in the Bahamas. These companies all have competitive pricing on similarservices and Digicel is also able to offer fixed-mobile convergence with its video, internet, mobile and telephony services. To attract and retain customers,CWC focuses on providing quality services and premium content, as well as converged services where customers can access content in and out-of-the home.Regulatory MattersOverviewVideo distribution, broadband internet, fixed-line telephony and mobile businesses are regulated in each of the countries in which we operate. The scopeof regulation varies from country to country, although in some significant respects regulation in European markets is harmonized under the regulatorystructure of the European Union (E.U.).Adverse regulatory developments could subject our businesses to a number of risks. Regulation, including conditions imposed on us by competition orother authorities as a requirement to close acquisitions or dispositions, could limit growth, revenue and the number and type of services offered and couldlead to increased operating costs and property and equipment additions. In addition, regulation may restrict our operations and subject them to furthercompetitive pressure, including pricing restrictions, interconnect and other access obligations, and restrictions or controls on content, including contentprovided by third parties. Failure to comply with current or future regulation could expose our businesses to various penalties.Liberty Global GroupAustria, Belgium, Bulgaria, Croatia, Cyprus, the Czech Republic, Denmark, Estonia, Finland, France, Germany, Greece, Hungary, Ireland, Italy, Latvia,Lithuania, Luxembourg, Malta, the Netherlands, Poland, Portugal, Romania, Slovakia, Slovenia, Spain, Sweden and the U.K. are the Member States of theE.U. As such, these countries are required to harmonize certain of their laws with certain E.U. rules. In addition, other types of E.U. rules are directlyenforceable in those countries without any implementation at the national level. Certain E.U. rules are also applicable across the European Economic Area,whose Member States are the E.U. Member States (excluding Croatia) as well as Iceland, Liechtenstein and Norway.On June 23, 2016, the U.K. held a referendum in which voters approved, on an advisory basis, an exit from the E.U. commonly referred to as“Brexit”. The terms of any withdrawal are subject to a negotiation period that could last at least two years after the British government formally initiates awithdrawal process pursuant to Article 50 of the Treaty on Europe. The British government has indicated that it plans to trigger Article 50 and commencenegotiations to determine the terms of the U.K.’s withdrawal from the E.U. by the end of March 2017. A withdrawal could, among other outcomes, disrupt thefree movement of goods, services and people and capital between the U.K. and the E.U., undermine bilateral cooperation in key geographic areas andsignificantly disrupt trade between the U.K. and the E.U. or other nations (including the U.S.) as the U.K. pursues independent trade relations. The initialimpact of the announcement of Brexit caused significant volatility in global stock markets, including in the prices of our shares, as well as significantcurrency fluctuations that resulted in the strengthening of the U.S. dollar (our reporting currency) against foreign currencies in which we conduct business,namely the British pound sterling and the euro. The effects of Brexit could adversely affect our business, results of operations and financial condition.In the broadcasting and communications sectors, there has been extensive E.U.-level legislative action. As a result, most of the markets in Europe inwhich our businesses operate have been significantly affected by the regulatory framework that has been developed by the E.U. Regulation in Switzerland,which is not a Member State of the E.U. and is not part of the European Economic Area, is discussed separately below, as well as regulation in certain MemberStates in which we face regulatory issues that may have a material impact on our business.I-41E.U. Communications RegulationThe body of E.U. law that deals with communications regulation consists of a variety of legal instruments and policies (collectively, the RegulatoryFramework). The key elements of the Regulatory Framework are various legal measures and directives that require Member States to harmonize their laws, aswell as certain other instruments and regulations that have direct effect without any specific adoption at the national level.The Regulatory Framework primarily seeks open communication services in markets within Europe. It harmonizes the rules within the E.U. for theestablishment and operation of electronic communication networks, including cable television and traditional telephony networks, and the offer of electroniccommunication services, such as telephony, internet and, to some degree, television services.On December 18, 2009, the Official Journal of the E.U. published revisions to the Regulatory Framework. These revisions should have been transposedinto the laws of the Member States before May 25, 2011, although in practice, this process is still ongoing in certain Member States.Certain key provisions included in the current Regulatory Framework (including additional revisions since adoption) are set forth below. Thisdescription is not intended to be a comprehensive description of all regulation in this area.•Licensing and Exclusivity. The Regulatory Framework requires Member States to abolish exclusivities on communication networks and services intheir territory and allow operators into their markets based on a simple registration. The Regulatory Framework sets forth an exhaustive list ofconditions that may be imposed on communication networks and services. Possible obligations include, among other things, financial charges foruniversal service or for the costs of regulation, environmental requirements, data privacy and other consumer protection rules, “must carry”obligations, provision of customer information to law enforcement agencies and access obligations.•Significant Market Power. Certain of the obligations allowed by the Regulatory Framework apply only to operators or service providers with“Significant Market Power” (defined below) in a relevant market. For example, the provisions of the Access Directive allow the NationalRegulatory Authority (NRA) in E.U. Member States to mandate certain access obligations only for those operators and service providers that aredeemed to have Significant Market Power. For purposes of the Regulatory Framework, an operator or service provider will be deemed to haveSignificant Market Power where, either individually or jointly with others, it enjoys a position of significant economic strength affording it thepower to behave to an appreciable extent independently of competitors, customers and consumers.As part of the implementation of certain provisions of the Regulatory Framework, each Member State’s NRA is required to analyze certain marketspredefined by the E.U. Commission to determine if any operator or service provider has Significant Market Power. Initially starting with 18predefined markets, the E.U. Commission has currently recommended that there be four such predefined markets, which are subject to periodicreview. NRAs may, however, continue to maintain their analysis of some of the markets from the previous list or perform analysis of markets notlisted in the recommendation, which requires the NRA to prove that additional requirements, the so called three-criteria test, are met.NRAs might seek to define us as having Significant Market Power in any of these predefined markets or they may define and analyze additionalmarkets. In the event that we are found to have Significant Market Power in any particular market, an NRA could impose certain conditions on us.Under the Regulatory Framework, the E.U. Commission has the power to veto a finding by an NRA of Significant Market Power (or the absencethereof), which power also applies with respect to market definition, in any market, regardless of whether it is a market predefined by the E.U.Commission or an additional market defined by an NRA. We have been found to have Significant Market Power in certain markets in which weoperate and further findings of Significant Market Power are possible. In particular, we have been found to have Significant Market Power in themarket for termination of calls on our network.•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 specifiedradio and television broadcast channels. Such obligations are required to be based on clearly defined general interest objectives, be proportionateand be transparent and subject to periodic review. We are subject to must carry regulations in all European markets in which we operate. Must carryregulations are significantly different among Member States. In some cases, these obligations go beyond what we believe is allowable under theRegulatory Framework. To date, however, the E.U. Commission has taken very limited steps to enforce E.U. law in this area, leaving must carryobligations intact in certain Member States. We do not expect the E.U. Commission or the Member States to curtail such obligations in theforeseeable future.I-42•Net Neutrality/Traffic Management. In October 2015, the European Parliament adopted the regulation on the first E.U.-wide net neutrality regime.The regulation, which is directly applicable in all Member States, permits the provision of specialized services, optimized for specific content andsubjects operators to reasonable traffic management requirements. The regulation also abolishes roaming tariffs beginning in June 2017.On August 30, 2016, the Body of European Regulators for Electronic Communications (BEREC) issued guidelines for implementation of the regulation.Although the guidelines are non-binding, they represent the official base on which NRAs may interpret the regulation.Regarding roaming, in order to ensure a smooth transition of the abolition of roaming surcharges in 2017, the regulation provided for a transition periodbeginning April 2016. During the transition period, surcharges are not to exceed the regulated maximum wholesale charges. In a simultaneous legislativeprocess the E.U. Commission is expected to review the regulation on wholesale roaming charges in the first quarter of 2017.On May 6, 2015, the E.U. Commission published its Digital Single Market strategy document. The strategy is an aggregation of many different policyareas with the purpose of creating a digital single market to expand jobs and stimulate growth. The strategy includes policy review in the areas of E.U.communications regulation, broadcasting law, copyright reform and anti-competitive geo-blocking practices.On September 14, 2016, the E.U. Commission published a proposal for the European Electronic Communications Code, which would replace theRegulatory Framework. The proposal recognizes the need for greater incentives to boost private sector investment in very high capacity networks. Theproposal maintains the key elements of the Regulatory Framework, notably market analysis with remedies only being imposed on operators with SignificantMarket Power. The proposal captures all types of services that are relevant to consumers, not only the traditional electronic communication services ascaptured under the Regulatory Framework but also OTT services. The proposal brings greater harmonization to the timetables for spectrum licensing andrenewal that will encourage investment in mobile networks and will result in more advanced services. The adoption of the proposal for the EuropeanElectronic Communications Code and its implementation in to national laws by Member States is not expected before the third quarter of 2018.Broadcasting LawAlthough the distribution of video channels by a cable operator is within the scope of the Regulatory Framework, the activities of a broadcaster areharmonized by other elements of E.U. law, in particular the Audiovisual Media Services Directive (AVMS). Generally, broadcasts originating in and intendedfor reception within an E.U. Member State must respect the laws of that Member State. Pursuant to AVMS, however, E.U. Member States are required to allowbroadcast signals of broadcasters established in another E.U. Member State to be freely transmitted within their territory, so long as the broadcaster complieswith the law of their home state. This is referred to as the country of origin principle. Under AVMS, the country of origin principle applies also to non-linearservices, such as VoD. Accordingly, we should be able, if we so elect, to offer our own VoD services across the European Economic Area based on theregulation of the country of origin. As a result, we could structure our business to have a single regulatory regime for all of our VoD services offered inEurope. In addition, when we offer third-party VoD services on our network, it should be the business of the third-party, in its capacity as provider of theservices, and not us as the local distributor, that is regulated in respect of these services.Although Member States were obligated to transpose the requirements of AVMS into national law, and this has generally been completed, the practicaleffect is still not clear. Uncertainty still remains about the proper treatment of VoD from a practical perspective. Thus, there can be no assurance that therequirements for VoD will operate in the manner described above in any individual Member State. As a result, we may face inconsistent and uncertainregulation of our VoD service in Europe.AVMS also establishes quotas for the transmission of European-produced programming and programs made by European producers who are independentof broadcasters.As part of its Digital Single Market strategy, on May 25, 2016 the E.U. Commission published a proposal for the revision of the AVMS. The proposalmaintains the key elements of AVMS - notably the country of origin principle and European works quota. The adoption of the proposal for the revision of theAVMS is expected in the second half of 2017. Once adopted, its implementation into national laws by Member States is proposed to take place no later than12 months thereafter.Under the Digital Single Market strategy, in December 2015, the E.U. Commission published a proposal for a regulation addressing the portability ofonline audiovisual content services. Under the proposal, providers of online audiovisual content services must allow subscribers who are temporarily presentin any E.U. Member State to access and use those services. The intention of the proposed regulation is for subscribers to be able to enjoy the same out-of-home service in another Member State.I-43The adoption of the proposed regulation is not expected until the second half of 2017, and would become effective within 9 to12 months after adoption.Other European Level RegulationIn addition to the industry-specific regimes discussed above, our European operating companies must comply with both specific and general legislationconcerning, among other matters, data retention and electronic commerce. In December 2015, the E.U. approved the E.U. General Data ProtectionRegulation (GDPR) with respect to data protection and retention. The GDPR enhanced existing legal requirements through several new rules and includesstiff penalties for organizations that fail to comply. The GDPR will be directly applicable in all Member States commencing in 2018. In addition, followingthe adoption of the GDPR, the E.U. Commission published on January 11, 2017 a proposal for an e-Privacy regulation, replacing today’s e-Privacy Directivethat regulates privacy related issues in the electronic communications sector. The adoption of this proposal is not expected before June 2018.Our European operating companies are also subject to both national and European level regulations on competition and on consumer protection, whichare broadly harmonized at the E.U. level. For example, while our operating companies may offer their services in bundled packages in European markets, theyare sometimes not permitted to make a subscription to one service, such as cable television, conditional upon a subscription to another service, such astelephony. They may also face restrictions on the degree to which they may discount certain products included in the bundled packages.The E.U. Commission is imposing more mandatory requirements and encouraging voluntary solutions regarding energy consumption of thetelecommunications equipment we provide our customers. We have been participating in discussions and studies regarding energy consumption with theE.U. Commission and with experts working on their behalf. In addition, we are working with suppliers of our digital set-top boxes to lower powerconsumption, as well as looking at possibilities through software to lower the power consumption of the existing fleet of digital set-top boxes. We alsoworked with a large group of companies to create a voluntary agreement on set-top box power consumption as an alternative to regulation, which has beenformally recognized by the E.U. Commission. Nevertheless, legislation in this area may be adopted that could adversely affect the cost and/or thefunctionality of equipment we deploy to customers.Pursuant to a Regulation on standby power effective January 7, 2010 (the Standby Regulation), many devices are required to have either a low powerstandby mode or off mode, unless it is inappropriate to have either such mode on the device. For this purpose, our set-top boxes and certain other equipmentare equipped with an off switch. Beginning in January 2013, the Standby Regulation imposed further requirements on power management on certain deviceswe purchase and/or develop. These devices, namely the Horizon TV set-top box and any future set-top boxes, must comply with such requirements, unless itcan be argued such further requirements are inappropriate. These additional requirements have necessitated additional software developments for ourequipment and reduces the functionality of our equipment, assuming the equipment’s default setting is maintained.Furthermore in August 2013, the E.U. Commission issued an amendment to the Standby Regulation called Networked Standby (No 801/2013), whichbecame effective as of January 1, 2015, with the aim of regulating, among others, the maximum power consumption of networked consumer equipment whilein the so-called Networked Standby mode. These additional requirements may have an impact on our costs and the customer experience.As part of the E.U.’s Radio Spectrum Policy Program, spectrum made available through the switch off of analog television has been approved for mobilebroadband use beginning January 1, 2013. This spectrum, known as the “digital dividend”, is in the 700 - 862 MHz band. The terms under which thisspectrum will become available will vary among the European countries in which we operate. Certain uses of this spectrum may interfere with services carriedon our cable networks. If this occurs, we may need to: (1) avoid using certain frequencies on our cable networks for certain or all of our services, (2) makesome changes to our networks, or (3) change the equipment that we deploy. In approving mobile broadband, however, the Radio Spectrum Policy Programstates that the new mobile services must co-exist with existing services, such as cable and DTT, to avoid harmful interference. As a result, we are in ongoingdiscussions with relevant Member States and the E.U. Commission to be included in LTE mobile trials in order to develop mitigation techniques and toengage NRAs to launch regulatory dialog with equipment manufacturers and mobile operators to develop co-existing networks. We have also requestedMember States and the E.U. Commission to prepare comprehensive national impact assessments when spectrum conditions are changed to ensure that thecosts to prevent interference between the various services are balanced.I-44United KingdomIn the U.K., the Regulatory Framework is implemented through (1) the Communications Act 2003, which regulates all forms of communicationstechnology, whether used for telecommunications or broadcasting, and (2) the Wireless Telegraphy Act 2006, which regulates radio communications in theU.K. (including spectrum, licensing arrangements, usage conditions and charges, license bidding and trading and enforcement and penalties). In addition, thePrivacy and Electronic Communications Regulations 2003, as amended, implemented E.U. Directive 2002/58, which regulates the processing of personaldata and the protection of privacy in the electronic communications sector.Telecommunications companies in the U.K., including Virgin Media, are also subject to regulation under the U.K. Broadcasting Acts 1990 and 1996 andother U.K. statutes and subordinate legislation, including the Competition Act 1998 and the Enterprise Act 2002. The U.K. Office of Communications(Ofcom) regulates both linear and on-demand programming, which is derived from the E.U. Audiovisual Media Services Directive.Ofcom is the key regulatory authority for the communications sector in which Virgin Media operates in the U.K. It is responsible for furthering theinterests of citizens in relation to communications matters and furthering the interests of consumers in relevant markets where appropriate by promotingcompetition. From 2017, Ofcom will also assume the responsibilities of regulating the BBC, a role currently undertaken by the BBC Trust. The Competitionand Markets Authority also has jurisdiction with respect to competition matters.Broadband Expansion. The U.K. government is attempting to drive the provision of super-fast broadband to at least 95% of the U.K. population by theend of 2017. To stimulate private investment in this endeavor, the U.K. government is using money from the publicly funded BBC license fee, under-spendfrom the Analogue TV Switch-Off Project and other sources of public investment. The state aid measure permitting this subsidy was renewed (and amended)in 2016 and is expected to result in up to an additional 1%-2% superfast coverage.In the 2016 Autumn Statement, the U.K. government announced proposals for further funding, and other measures, targeted at supporting market rolloutof full fiber and 5G services. Proposed measures include public funding for the creation of a match-funded “full fiber deployment” fund (indicative £400.0million), business rate relief for the deployment of new full fiber networks from 2017 and public funding for a strategic program of full fiber and 5G trials(indicative £740.0 million). Little detail has been provided to date, but the government issued, on December 29, 2016, a call for input, seeking suggestionson how best to stimulate full fiber deployments, including, where appropriate, with the use of public funds.In November 2015, the U.K. government announced that everyone will, by 2020, have a legal right to request a broadband connection of at least 10Mbps regardless of where they live. The government intends to achieve this by introducing a broadband Universal Service Obligation (USO). The USO isaimed, in particular, at addressing the final 5% of the population in the U.K. without access to a broadband connection of a reasonable speed. The Departmentfor Culture, Media & Sport commissioned Ofcom to undertake a detailed analysis of the key factors that will help inform the design of the USO. A report wasissued to the U.K. government to this end on December 16, 2016. The U.K. government is considering the Ofcom report and is expected to set out its decisionon the final USO structure and adopt legislation to implement the necessary legislation, in 2017.Television and VoD Services. In the U.K., Virgin Media is required to hold individual licenses under the Broadcasting Acts 1990 and 1996 for anytelevision channels (including barker channels and any electronic programme guides), which Virgin Media owns or operates and for the provision of certainother services on its cable television platform, such as electronic program guides. These television licensable content service (TLCS) licenses are granted andadministered by Ofcom. Under these licenses, each covered service must comply with a number of Ofcom codes, including the Broadcasting Code, and withall directions issued by Ofcom. Breach of any of the terms of a TLCS license may result in the imposition of fines on the license holder and, ultimately, thelicense being revoked.As a provider of an on-demand program service (ODPS), Virgin Media must comply with a number of statutory obligations in relation to “editorialcontent” and notify Ofcom of its intention to provide an ODPS. Failure to notify Ofcom or comply with the relevant statutory obligations may result in theimposition of fines or, ultimately, the prohibition on providing an ODPS.Following a review by Ofcom, Sky’s wholesale must offer obligation, which regulates terms of the wholesale supply of Sky Sports 1 and 2 in standarddefinition and HD, was removed. The removal of this obligation was appealed by BT and on December 21, 2016, the Competition Appeal Tribunal issued ajudgment denying BT’s appeal.Strategic Review of Digital Communications. In March 2015, Ofcom launched a strategic review of U.K. digital communications. A discussion documentwas published in July 2015, inviting stakeholder comment and input. Key focus areas for Ofcom were stated to be: investment and innovation, deliveringwidespread availability of services; sustainable competition;I-45empowering consumers; and, targeted regulation where necessary, deregulation elsewhere. Virgin Media responded to the discussion document emphasizingthe importance of investment for competition, innovation and consumer interest. A key area of consideration is the future regulatory treatment of BT, inparticular whether BT should be fully (structurally) separated, with the Openreach network division becoming a separate, independent company. Openreachis the operator of the backbone of Britain’s broadband internet network.An “emerging thinking” document was published on February 25, 2016, setting out conclusions and Ofcom’s proposed policy position relating to anumber of aspects of the U.K. regulatory regime. Key conclusions included: no structural separation of BT at the present time; an intention to improvequality of service across all providers; a requirement for BT to enhance its wholesale duct and pole access product; and an intention to advance furtherconsumer protection measures. Later on July 26, 2016, Ofcom proposed a legal but not structural separation of Openreach. On November 29, 2016, Ofcomstated that it is proceeding with a formal notification to the E.U. Commission to require the legal separation of Openreach from BT. We expect thisnotification, preceded by a consultation, to be made in early 2017, unless Ofcom and BT otherwise reach agreement.Regulation of Broadband Markets. In 2017, Ofcom will commence its next triennial review of the Fixed Access markets, including the Wholesale LocalAccess market (incorporating physical or passive network access via methods such as LLU and duct access) and the Wholesale Broadband Access market(virtual or active network access via methods such as provision of wholesale managed service products). A key area of focus will be the regulation of BT’sFTTx based wholesale products (specifically the pricing thereof) and improving the existing physical infrastructure access (allowing third parties access toBT’s duct and pole estate). To this end, on December 6, 2016, Ofcom issued a consultation on making the physical infrastructure access more effective.Ofcom Review of Business Connectivity Markets. Ofcom concluded its latest review of the U.K. business connectivity markets (leased lines anddedicated business connections, among others) in the spring of 2016. Ofcom found BT held Significant Market Power in certain markets and proposedconsequential regulatory remedies. These remedies included an obligation on BT to provide access to its dark fiber. BT, CityFibre and TalkTalk haveappealed Ofcom’s decision. Virgin Media has intervened in the appeal. This matter remains ongoing and a hearing is expected in 2017.Mobile Service. As an MVNO, Virgin Media is subject to E.U. regulations relating to retail prices for roaming services. These regulations: set limits oncertain wholesale and retail tariffs for international mobile voice roaming, SMS tariffs and data roaming within the E.U.; provide for greater levels oftransparency of retail pricing information; impose measures to guard against bill shock in respect of data roaming; and set maximum roaming rates within theE.U. A new regulation, effective June 2017, abolishes roaming tariffs in the E.U. (subject to addressing inconsistencies in underlying wholesale charges).Until then, roaming surcharges have been reduced significantly since April 2016.Mobile termination charges applied by mobile network operators are regulated by Ofcom under a Significant Market Power charge control condition.Under Virgin Media’s MVNO agreement, these changes in mobile termination charges are passed on to Virgin Media. Ofcom has set mobile terminationcharges for the period of 2015-2018, with rates reducing to approximately half of their starting levels by the end of this period. As a result, Virgin Media hasexperienced a reduction in revenue from such charges, although with some off-setting reductions in cost.Fixed voice termination. Virgin Media has been designated as a provider with Significant Market Power on fixed voice termination. As a result, the ratesthat it charges other providers for termination on its network are subject to regulation. This requires, amongst other things, the provision of termination onfair and reasonable terms, conditions and charges - which must be no higher than BT’s regulated charges, unless certain conditions are met.GermanyGermany has incorporated the E.U. laws into national laws, although under the German legal system competency is split between the Federal State(telecommunication law) and the German federal states (Bundesländer) (media law). The German Telecommunications Act broadly implemented theRegulatory Framework and covers the distribution of any signal by telecommunications networks encompassing television signals, internet data andtelephony. The 2009 revisions to the Regulatory Framework by the E.U. were implemented by Germany in May 2012. The German Federal Network Agency(Bundesnetzagentur) is responsible inter alia for the regulation of the German telecommunications market. The Federal Cartel Office (the FCO), the nationalcompetition authority (Bundeskartellamt), plays an important role with respect to infrastructure and media regulation. The FCO has powers to addresscompetition issues in all markets, although in some cases, competition issues will be addressed by the German Federal Network Agency.Regulation of the media falls within the authority of the German federal states (Bundesländer). The media laws of all 16 federal states have been partiallyharmonized by the State Broadcasting Treaty (Rundfunkstaatsvertrag). The State Broadcasting Treaty establishes the main framework of the Germanregulation of broadcast. Nearly every German state has established its ownI-46independent regulatory body, the state media authority (Landesmedienanstalt) for the regulation of the private broadcasting sector. The state mediaauthorities are primarily responsible for licensing and supervision of commercial broadcasters and the allocation of transmission capacities for radio andtelevision channels. They also have authority with respect to the regulation of channel carriage fees, conditional access systems, interfaces, the bundling ofprograms and price regulation.The allocation and use of analog cable transmission capacities for both radio and television channels in Germany is governed by the must carry rules ofthe respective German federal states. The allocation of digital transmission capacities for digital television and radio channels is primarily governed by themust carry rules of the State Broadcasting Treaty. The media law in the states of Baden-Württemberg, North Rhine-Westphalia and Hesse where Unitymediaoperates, require Unitymedia to carry at least 13, 23 and 24 analog channels, respectively, and also limits Unitymedia’s ability to convert these analog cablechannels into digital channels.The operation of conditional access systems for television services is governed by both the State Broadcasting Treaty and the GermanTelecommunications Act. Generally, operators must not unfairly obstruct or discriminate against broadcasters and other content providers throughconditional access systems.Unitymedia has been declared an operator with Significant Market Power on the market for call termination on an individual fixed public telephonenetwork. Since November 2013, reciprocal termination rates for exchanging calls via Unitymedia’s IP-interface have been imposed, which results inUnitymedia, like every other telecommunications provider in Germany, charging the interconnection rate of the incumbent telecommunications operator,Deutsche Telekom. The wholesale tariffs for call termination on the fixed public telephone networks is set at 0.0024 euro/minute, which rate expired onDecember 31, 2016. On December 7, 2016, the German Federal Network Agency published a draft decision regarding the wholesale tariffs for call terminationon the public telephone network provided at a fixed location reducing such termination rates for Deutsche Telekom to 0.001 euro/minute effective January 1,2017. Although Unitymedia is not regulated for interconnection via the SS7 interface, we expect the new level of termination rates will be applicable toUnitymedia in 2017 with respect to calls terminating on its NGN interface.The NetherlandsThe Netherlands’ electronic communications law broadly implements the Regulatory Framework. Pursuant to the electronic communications law, theAutoriteit Consument & Markt (ACM), the Netherlands NRA, performed a market analysis to determine which, if any, operator or service provider hasSignificant Market Power. In December 2011, ACM completed its analysis of the television market and concluded that there were no grounds for regulationof that market. As a result, no new regulations relating to the television market may be proposed without a new analysis.On August 5, 2013, ACM published its latest market analysis decision on call termination, which combines both the fixed termination market and themobile termination market. The new tariffs became effective September 1, 2013. The decision was appealed by various operators, including Ziggo, and onAugust 27, 2013, the Dutch Supreme Administrative Court decided in a preliminary decision that the decrease of cap charges should be less steep than ACMhad initially determined. These revised tariffs apply until the Dutch Supreme Administrative Court arrives at a final decision in the appeal proceedings on themerits. The Dutch Supreme Administrative Court ruled on October 15, 2014 to pose prejudicial questions to the European Court of Justice. After an AdvocateGeneral opinion, the European Court of Justice ruled on September 15, 2016 that deviation from the European Commission’s2009 Recommendation on Termination Rates is only possible if justified by national circumstances. The hearing at the Dutch Supreme Administrative Courtwas held on January 11, 2017, and we expect the ruling in the next few months.On January 1, 2014, the revised must carry obligations became effective. The revised must carry obligations do not only apply to cable operators, as waspreviously the case, but also apply to all providers of analog and digital program packages based on the principle of technology neutrality. Providers ofdigital program packages with 100,000 or more subscribers are subject to the obligation to provide at least 30 television channels, including six publictelevision broadcasting channels as a must carry obligation, a limited amount of regional and local television broadcasting channels and a number of digitalradio broadcasting channels. In addition, all providers of analog program packages with 100,000 or more subscribers must include at least 15 televisionchannels, including five public broadcasting channels as a must carry obligation, a limited amount of regional and local television broadcasting channelsand some analog radio broadcasting channels. The Dutch Media Authority can grant a (conditional) exemption from the obligation if the must carryobligations listed above give rise to disproportionate costs for the network operator, an impediment to innovation or other unreasonable outcomes.There is no regulated financing mechanism in place between network operators and broadcasters. Commercial and public program providers mustnegotiate with network operators regarding transmission fees.I-47In July 2015, the Dutch incumbent telecommunications operator filed an appeal against the E.U. Commission regarding its decision to approve theacquisition of Ziggo, which we completed in November 2014. We are not a party to the appeal and we do not expect that the filing of this appeal to have anyimpact on the development of our operations in the Netherlands, including our contribution of Ziggo Group Holding and its subsidiaries to VodafoneZiggo.Following the E.U. Commission’s clearance of our acquisition of Ziggo, on October 31, 2014, ACM published as part of the fourth round of marketanalysis a draft of market analysis decision on LLU. Initially, ACM found a risk of joint dominance by KPN and Ziggo in the related retail broadband market.Later, after notification to the E.U. Commission and further consultations, ACM published its final decision on December 17, 2015. In the final decision,ACM no longer found a risk of joint dominance for KPN and Ziggo at the retail level but still concluded that there is a risk of consumer harm due to pricesbeing set above the competitive equilibrium. At the wholesale level, ACM concluded that KPN is dominant on the wholesale market and imposedobligations on KPN. ACM concluded that Ziggo is not part of the relevant LLU market and that KPN is dominant on that market. As a result, ACM imposedobligations on KPN only. ACM has indicated that as a result of the formation of VodafoneZiggo, it will start working on a new analysis of the LLU market in2017.BelgiumBelgium has broadly transposed the Regulatory Framework into law. According to the electronic communications law of June 13, 2005, the BelgischInstituut voor Post en Telecommunicate (the BIPT), the Belgian NRA, should perform a market analysis to determine which, if any, operator or serviceprovider has Significant Market Power. In addition, the Federal Parliament prepared legislation to transpose the 2009 revisions to the Regulatory Framework,which became effective as of August 4, 2012.Telenet has been declared an operator with Significant Market Power on the market for call termination on an individual fixed public telephone network.Since April 1, 2012, reciprocal termination rates have been imposed, which results in Telenet charging the interconnection rate of the incumbenttelecommunications operator, Proximus. On August 30, 2016, the BIPT published its final decision regarding the wholesale tariffs for call termination on thepublic telephone network provided at a fixed location. As of November 1, 2016, the wholesale tariffs for call termination on the fixed public telephonenetworks is set at 0,092 eurocent/minute. This decision has been appealed before the Court of Appeal in Brussels by Proximus and 3StarsNet and a judgmentis expected during the first half of 2017.Although no determination has been made on whether Telenet as an MVNO has Significant Market Power on the market for call termination onindividual mobile networks, its rates have been affected by rate limitations implemented by BIPT. In June 2010, BIPT imposed a steep rate reduction thatresulted in (1) an initial 45% decline effective August 1, 2010, over the then average rate and (2) a further decline in January 2013 that was approximately79% less than the average rate implemented on August 1, 2010. As of January 1, 2013, mobile termination rates have been set by BIPT at €1.08 cents perminute, and to date, 2015 rates have not been set. On September 14, 2015, BIPT published its draft decision on the relevant market for “call termination onindividual mobile networks”. Telenet, as an MVNO, has been designated in the draft decision as having Significant Market Power. Following its acquisitionof BASE, Telenet will be designated as having a Significant Market Power by BIPT. In the draft decision, BIPT adopts a bottom-up long run incremental costmodel to calculate tariffs for call termination on individual mobile networks, resulting in a nominal value of €0.81 per minute in 2015 and a declining glidepath up and until 2020. BIPT organized public consultation on this draft decision, which was open until November 14, 2015. This draft decision has not yetbeen submitted to the E.U. Commission for notification. A final decision is expected during the first half of 2017.In December 2010, BIPT and the regional regulators for the media sectors (together, the Belgium Regulatory Authorities) published their respectivedraft decisions reflecting the results of their joint analysis of the broadcasting market in Belgium. The Belgium Regulatory Authorities adopted a finaldecision on July 1, 2011 (the July 2011 Decision) with some minor revisions. The regulatory obligations imposed by the July 2011 Decision include (1) anobligation to make a resale offer at “retail minus’’ of the cable analog package available to third-party operators (including Proximus), (2) an obligation togrant third-party operators (except Proximus) access to digital television platforms (including the basic digital video package) at “retail minus”, and (3) anobligation to make a resale offer at “retail minus’’ of broadband internet access available to beneficiaries of the digital television access obligation that wishto offer bundles of digital video and broadband internet services to their customers (except Proximus).In February 2012, Telenet submitted draft reference offers regarding the obligations described above, and the Belgium Regulatory Authorities publishedthe final decision on September 9, 2013. Telenet has implemented the access obligations as described in its reference offers and, as of March 1, 2016, OrangeBelgium NV (Orange Belgium), formerly known as Mobistar SA, launched a commercial offer combining a cable TV package and broadband internet accessfor certain of their mobile customers. In addition, as a result of the November 2014 decision by the Brussels Court of Appeal described below, on November14, 2014, Proximus submitted a request to Telenet to commence access negotiations. Telenet contests this request and has asked the Belgium RegulatoryAuthorities to assess the reasonableness of the Proximus request. The timing for a decision regarding this assessment by the Belgium Regulatory Authoritiesis not known.I-48On December 14, 2015, the Belgium Regulatory Authorities published a draft decision, which amended previously-issued decisions, and sets forth the“retail minus” tariffs of minus 26% for basic television (basic analog and digital video package) and minus 18% for the bundle of basic television andbroadband internet services during an initial two-year period. Following this two-year period, the tariffs would change to minus 15% and 7%, respectively.The draft decision was notified to the E.U. Commission and a final decision was adopted on February 19, 2016. A “retail minus” method of pricing involves awholesale tariff calculated as the retail price for the offered service by Telenet, excluding value added tax (VAT) and copyrights, and further deducting theretail costs avoided by offering the wholesale service (such as costs for billing, franchise, consumer service, marketing and sales).Telenet filed an appeal against the July 2011 Decision with the Brussels Court of Appeal. On November 12, 2014, the Brussels Court of Appeal rejectedTelenet’s appeal and accepted Proximus’s claim that Proximus should be allowed access to Telenet’s, among other operators, digital television platform andthe resale of bundles of digital video and broadband internet services. On November 30, 2015, Telenet filed an appeal of this decision with the BelgianSupreme Court. In 2014, Telenet and wireless operator Orange Belgium each filed an appeal with the Brussels Court of Appeal against the initial retail minusdecision. These appeals are still pending. On April 25, 2016, Telenet also filed an appeal with the Brussels Court of Appeals challenging the February 19,2016 retail minus decision. There can be no certainty that Telenet’s appeals will be successful.The July 2011 Decision aims to, and in its application may, strengthen Telenet’s competitors by granting them resale access to Telenet’s network to offercompeting products and services notwithstanding Telenet’s substantial historical financial outlays in developing the infrastructure. In addition, any resaleaccess granted to competitors could (1) limit the bandwidth available to Telenet to provide new or expanded products and services to the customers servedby its network and (2) adversely impact Telenet’s ability to maintain or increase its revenue and cash flows. The extent of any such adverse impactsultimately will be dependent on the extent that competitors take advantage of the resale access ultimately afforded to Telenet’s network and othercompetitive factors or market developments.SwitzerlandSwitzerland has a regulatory system that partially reflects the principles of the E.U., but otherwise is distinct from the European regulatory system oftelecommunications. The Telecommunications Act (Fernmeldegesetz) regulates, in general, the transmission of information, including the transmission ofradio and television signals. Most aspects of the distribution of radio and television, however, are regulated under the Radio and Television Act(Bundesgesetz über Radio und Fernsehen). In addition, the Competition Act, the Date Protection Act and the Act on the Surveillance of Post andTelecommunications are potentially relevant to our business. With respect to energy consumption of electronic home devices, the Energy Act and the revisedEnergy Ordinance are applicable to set-top boxes as described below.Under the Telecommunications Act, any provider of telecommunication services needs to register with the Federal Office of Communications. Dominantproviders have to grant access to third parties, including LLU access; however, it is restricted to the copper wire network of the incumbent, Swisscom.Therefore, such unbundling obligations do not apply to our business in Switzerland and other cable operators. Also, any dominant provider has to grantaccess to its ducts, subject to sufficient capacity being available in the relevant duct. At this time, only Swisscom has been determined to be dominant in thisregard. Dominant operators are obliged to provide interconnection and all providers of services forming part of the universal service in Switzerland have toensure interoperability of services.In regards to call termination as part of interconnection agreements, Swisscom as market dominant provider, must offer these services at cost-orientedprices and disclose the conditions and prices for their individual access services. In interconnection agreements with Swisscom, reciprocal termination ratesare imposed. The Federal Council has suggested that the current Telecommunications Act be revised. The Federal Council plans to introduce measures toallow for easier access to the incumbent’s network, better consumer protection (decreasing roaming fees, unbundling of products, measures to preventspoofing) and a change to the regulatory regime giving the Federal Communications Commission partial ex officio rights to impose obligations on marketdominant providers. Further, the Federal Council will implement consumer and youth protection measures. The topic of regulated net neutrality may beintroduced in the revision. In addition, it is expected that the conditions for a national broadband rollout will be improved by introducing access obligationsto the ducts of local utilities. The proposal is expected by September 2017, but would not be legally binding prior to 2020.Under the Radio and Television Act and the corresponding ordinance, cable network operators are obliged to distribute certain programs that contributein a particular manner to media diversity. The Federal Government and the Federal Office of Communications can select up to 25 programs that have to bedistributed without the cable operator being entitled to compensation. Since January 1, 2015, those programs must no longer be broadcasted in analog.I-49Effective August 1, 2016, the Federal Council adapted its regulation on imposing power thresholds for set-top boxes to E.U.-levels. As a result,Switzerland will have the same power thresholds as member countries of the E.U.In regards to lawful interception, the Federal Act on the Surveillance of Post and Telecommunications was finished in Swiss Parliament’s Spring Session2016. Changes in the respective ordinance will be discussed in Parliament in Spring 2017. Relevant issues for us are automated information disclosure andidentification of all clients by ID as this would mean mandatory changes of our ordering processes.In September 2016, the Intelligence Agencies Act was approved by the Swiss population. For Telecommunications service providers, the IntelligenceAgencies Act contemplates new obligations regulating cable traffic. The respective ordinance containing details of the implementation will be underconsultation during the first quarter of 2017.A revised version of the Data Protection Act is currently under public consultation until April 2017. The revised version foresees more transparencyregarding the processing of data, for example by reinforcing the information duties when processing personal data. Furthermore, the new version follows thedevelopments in the E.U.LiLAC GroupCWCThe video, broadband and telephony services provided by CWC are subject to regulation and enforcement by various governmental entities in each ofthe jurisdictions such services are provided. The scope and reach of these regulations are distinct in each market. Generally, CWC provides services inaccordance with licenses and concessions granted by national authorities pursuant to national telecommunication legislation and associated regulations.Certain of these regulatory requirements are summarized below.As the incumbent telecommunications provider in many of its jurisdictions, CWC is subject to significant regulatory oversight with respect to theprovision of fixed-line and mobile telephony services. Generally, in these markets, CWC operates under a government issued license or concession thatenables it to own and operate its telecommunication networks, including the establishment of wireless networks and the use of spectrum. These licenses andconcessions are typically non-exclusive and have renewable multi-year terms that include competitive, qualitative and rate regulation. Licenses andconcessions are scheduled to expire over the next two years in Jamaica, Cayman Islands and Barbados.Rate regulation of CWC’s telephony services typically includes price caps that set the maximum rates CWC may charge to customers, or legislation thatrequires consent from a regulator prior to any price increases. In addition, all regulators determine and set the rates that may be charged by all telephonyoperators, including CWC, for interconnect charges, access charges between operators for calls originating on one network that are completed throughconnections with one or more networks of other providers, and charges for network unbundling services. In addition, in certain markets, regulators set, or areseeking to set, mobile roaming rates.In recent years, a number of markets in which CWC operates have demonstrated an increased interest in regulating various aspects of broadband internetservices due to the increasing importance and availability of high speed broadband. As broadband internet access has become a national priority for many ofCWC’s markets, national regulators have demonstrated an increased focus on the issues of network resilience, broadband affordability and penetration,quality of services and consumer rights. Certain regulators are also seeking to mandate third-party access to CWC’s network infrastructure, including darkfibre and landing stations, as well as to regulate wholesale services and prices.As an example, the Eastern Caribbean Telecommunications Authority (ECTEL), the regulatory body for telecommunications in five Eastern CaribbeanStates (Commonwealth of Dominica, Grenada, St. Kitts and Nevis, Saint Lucia, St. Vincent and the Grenadines), has adopted an Electronic CommunicationsBill that may have a material adverse impact on CWC’s operations in the ECTEL member states. The proposed Electronic Communications Bill includesprovisions relating to:•net neutrality principles mandating equal access to all content and applications regardless of the source and without favoring,degrading, interrupting, intercepting, blocking access or throttling speeds;•subscription television rate regulation;•regulations implementing market dominance rules;•network unbundling at regulated rates; andI-50•mandated unbundled access to all landing station network elements at cost-based rates.We currently cannot determine the impact these provisions will have on our operations because national regulators are required to conduct extensivemarket reviews before adopting specific measures. Moreover, while we expect the legislation will be enacted during 2017, the bill will not become law in anyindividual ECTEL state until implementing legislation has been adopted by that state. As such, the timing and ultimate effect of the bill is unclear.In Panama, as a result of a public consultation process, we expect the regulator to issue new guidelines for the Internet Public Service, establishing newquality goals for this service.In addition to rate regulation, several markets in which CWC operates have imposed, or are considering imposing, regulation designed to furtherencourage competition, including introducing requirements related to unbundling, network access to third parties, and local number portability (LNP). LNPhas been implemented in Panama, the Cayman Islands and Jamaica and is currently being contemplated or implemented in other jurisdictions, includingBarbados, the Bahamas and Trinidad and Tobago.The pay television service provided in certain CWC markets is subject to, among other things, subscriber privacy regulations and must-carry andretransmission consent rights of broadcast stations.CWC is subject to universal service obligations in a number of markets. These obligations vary in specificity and extent, but they are generally related toensuring widespread geographic coverage of networks and that the populations of CWC’s individual markets have access to basic telecommunicationservices at minimum quality standards. In a number of cases, CWC is required to support universal access/service goals through contributions to universalservice funds or participate in universal service related projects.In addition to the industry-specific regimes discussed above, CWC’s operating companies must comply with both specific and general legislationconcerning, among other matters, data retention, consumer protection and electronic commerce. These operating companies are also subject to national levelregulations on competition and on consumer protection.The CWC Acquisition triggered regulatory approval requirements in certain jurisdictions in which CWC operates. The regulatory authorities in certainof these jurisdictions, including the Bahamas, Jamaica, Trinidad and Tobago, the Seychelles and the Cayman Islands, have not completed their review of theCWC Acquisition or granted their approval. While we expect to receive all outstanding approvals, such approvals may include binding conditions orrequirements that could have an adverse impact on CWC’s operations and financial condition.In Trinidad and Tobago, CWC was required by Telecommunications Authority of Trinidad and Tobago (TATT), in connection with TATT’s approval ofCWC’s acquisition of Columbus International, to dispose of its 49% shareholding in the Telecommunications Services of Trinidad and Tobago Limited(TSTT). The disposal of CWC’s stake in TSTT is not complete and the deadline set by TATT for such completion has been extended until the end of March2017. We may not be able to complete the sale of TSTT or realize the full value of TSTT from our divestiture due to the circumstances of the sale. The stakein TSTT is currently held for sale. ChileVTR is subject to regulation and enforcement by various governmental entities in Chile including the Chilean Antitrust Authority, the Ministry ofTransportation and Telecommunications (the Ministry) through the Chilean Undersecretary of Telecommunications (SubTel), the National TelevisionCouncil (CNTV) and the National Consumer Service (Sernac).In addition to the specific regulations described below, VTR is subject to certain regulatory conditions which were imposed by the Chilean AntitrustAuthority in connection with VTR’s combination with Metrópolis Intercom SA in April 2005. These conditions are indefinite and include, among others, (1)prohibiting VTR and its control group from participating, directly or indirectly through a related person, in Chilean satellite or microwave televisionbusinesses, (2) prohibiting VTR from obtaining exclusive broadcast rights, except for specific events, and (3) requiring VTR to offer its broadband capacityfor resale of internet services on a wholesale basis.Video. The provision of pay television services requires a permit issued by the Ministry. Cable pay television permits are granted for an indefinite termand are non-exclusive. As such permits do not involve radio electric spectrum, they are granted without ongoing duties or royalties. VTR has permits toprovide cable pay television services in the major cities, including Santiago, and in most of the medium-sized markets in Chile.I-51Cable television service providers in Chile are free to define the channels and content included in their services and are not required to carry any specificprogramming, except as described below. However, CNTV may impose sanctions on providers who are found to have run programming containing excessiveviolence, pornography or other objectionable content. Pay television operators are directly responsible for violation of such prohibitions. Additionally, theTelevision Act requires pay television operators to offer a certain quota of cultural content and to distribute public interest campaigns.The Television Act establishes a retransmission consent regime between broadcast television concessionaires and pay television operators. This regimeprovides that once a broadcast operator achieves digital coverage of 85% of the population within its concession areas, the broadcast operator may requirethat pay television operators enter into an agreement for the retransmission of its digital signal. In addition, the Television Act requires that the technical orcommercial conditions imposed by broadcast operators not discriminate among pay television operators. Also, the Television Act establishes a must carryregime requiring pay television operators to distribute up to four local broadcast television channels in each operating area. The channels that must be carriedby any particular pay television operator are to be selected by CNTV. The full implementation of the retransmission and must carry regimes are still pending.VTR’s ability to change its channel lineup is restricted by an agreement reached with Sernac in July 2012 and the general regulation established bySubTel in February 2014 (by the Telecommunication Services General Rulemaking). This framework allows VTR to change one or more channels from itslineup after a 60-day notice period to its subscribers. In such cases, VTR shall offer a channel of similar content and quality or a proportional compensation.Despite this, after certain channel adjustments were applied in July 2016, the excluded programmers as well as social media have questioned VTR’s ability tounilaterally modify its channel grid, arguing that content and quality of new channels should be identical to the excluded channels. A final position on thisissue is pending.Internet. A law on internet neutrality prohibits “arbitrary blockings” of legal content, applications or services and the provision of differentiated serviceconditions according to the origin or ownership of the content or service provided through the internet. Additionally, the law authorizes ISPs to takemeasures to ensure the privacy of their users and provide virus protection and safety processes over their network, as long as these measures do not infringeantitrust laws. Additional measures have been implemented, including obligations related to consumer information, traffic management policies, internetquality of service requirements and notices required by law concerning the effective maximum and minimum traffic speeds offered under internet accessplans.In order to protect the constitutional rights of privacy and safety of communications, ISPs are prohibited from undertaking surveillance measures overdata content on their networks. Also, special summary proceedings have been created in order to safeguard intellectual property rights against violationscommitted through networks or digital systems. These proceedings include measures designed to withdraw, disqualify or block infringing content in theISP’s network or systems. The law also provides for the right of intellectual property owners to judicially request from ISPs the delivery of necessaryinformation to identify the provider of infringing content.A bill is being discussed in the Congress, which would, if enacted, impose on fixed and mobile ISPs an obligation to guarantee a minimum broadbandthroughput based on the offered speed. The proposed bill would also require ISPs to provide its subscribers a certified measurement tool allowing them toverify this minimum service level and subject the ISPs to fines of penalties if the service level is not fulfilled. We expect this bill will be passed during thesecond quarter of 2017.Fixed-Line Telephony and Mobile Services. The provision of fixed-line telephony and mobile services requires a public telecommunications serviceconcession. With respect to mobile services, in 2009, SubTel awarded VTR a license for 30 MHz of spectrum in the 1700/2100 MHz frequency band for theprovision of wireless telephony services. The license has a 30-year renewable term. In 2012, VTR transferred this license to its affiliate VTR Wireless SpA(VTR Wireless), which is now a subsidiary of VTR known as VTR Comunicaciones SpA. On January 15, 2014, SubTel initiated a proceeding against VTRWireless based on having allegedly “altered an essential element of its concession, particularly the type of service”. In this proceeding, SubTel asserted thatVTR Wireless is not in compliance with the terms of such wireless license. SubTel alleged that the terms of the wireless license require VTR Wireless tocomply with certain minimum network coverage and traffic levels. VTR disagreed with SubTel’s assertions regarding the terms of the wireless license andcontested such assertions vigorously. The maximum possible sanctions include “the termination of the concession”. The final ruling regarding this case isstill pending.VTR has concessions to provide fixed-line telephony in most major and medium-sized markets in Chile. Telephony concessions are non-exclusive andhave renewable 30-year terms. The original term of VTR’s fixed-line telephony concessions expires in November 2025. Long distance telephony services areconsidered intermediate telecommunications services and, as such, are also regulated by the Ministry. VTR has concessions to provide this service, which isnon-exclusive, for a 30-year renewable term expiring in September 2025.I-52There are no universal service obligations in Chile. However, local service concessionaires are obligated to provide telephony service to all customersthat are within their service area or are willing to pay for an extension to receive service. All local service providers, including VTR, must give long distancetelephony service providers equal access to their network connections at regulated prices and must interconnect with all other public service concessionaireswhose systems are technically compatible.As a general rule, fixed-line telephony service providers are free to establish the rates directly charged to their customers, unless the Chilean AntitrustAuthority concludes that due to a lack of sufficient competition in the market, rates should be fixed by SubTel. However, SubTel sets the maximum rates thatmay be charged by each operator for interconnect charges, access charges between operators for calls originating on one network that are completed throughconnections with one or more networks of other providers, and charges for network unbundling services. Rate regulation on interconnection charges isapplicable to all fixed-line and mobile telephony companies, including VTR. The determination of the maximum rates that may be charged by operators fortheir fixed-line or mobile services are made on a case-by-case basis by SubTel and are effective for five years. The next VTR tariff setting is in process, whichwill define some of VTR’s tariffs from June 2017 to June 2022.Other Chilean Regulation•Price Increase. The Consumer Rights Protection Law contains provisions that require that any raise in rates exceeding inflation must be previouslyaccepted and agreed to by subscribers. Although VTR disagrees with this interpretation, in July 2012, VTR reached an agreement with Sernac thatpermits VTR to make adjustments to its published prices twice per year to adjust for inflation, except those services that are subject to rateregulation. VTR is generally prohibited from increasing the rates over the inflation adjustment. VTR may, however, cancel a subscriber’s contractafter 12 months and propose a new contract with new rate provisions. Once a year VTR may propose to its existing subscribers additional changes totheir rates, which must be accepted by the subscriber for the rates to go into effect.•Bundling. On December 18, 2012, the Chilean Antitrust Authority issued its regulation governing the on-net/off-net pricing practice in the mobileindustry and the offering of bundled telecommunication services. Pursuant to the terms of this regulation, as revised by the Chilean Supreme Court,mobile services may be sold jointly with fixed-line services. However, promotional discounts were not permitted for these double-play offers. As fortraditional bundling over the same platform (e.g., bundled fixed-line services such as our double- and triple-play packages, or bundled mobileservices), this regulation provides that such services may be bundled, subject to certain price limitations. These limitations require that the totalprice for a bundle must be greater than the standalone price for the most expensive service included in the bundle. Also, when three or more servicesare bundled, the price for the bundle must be greater than the sum of the standalone prices for each service in the bundle, excluding the lowest pricedservice.•Telecommunication Services Proposal. In February 2014, SubTel published a General Telecommunication Services Ruling that regulates the offer oftelecommunication services, including voice, internet access, and pay television, either alone or in bundles, from a consumer protection point ofview. The regulation introduced service billing, significant changes in contracts with customers, requirements regarding compensation in case ofservice failure, and rules regarding treatment of customers’ personal information.•Minimum Standards on Quality of Service and Operation. From August 5 to September 4, 2013, SubTel submitted for public comment a draft of theTechnical Fundamental Plan on Maintenance and Public Service Telecommunications Network Managing. This draft seeks to impose minimumstandards on quality of service and operation of telecommunications networks, in general, and in some particular services: voice services; text andmultimedia messages services; data transmission services; minimum coverage for mobile services; and digital terrestrial television minimumcoverage. We are uncertain when SubTel will publish the final version of the plan.•Consumer’s Rights Protection Law Amendment. A bill is being discussed at Congress assigning significant new powers to Sernac, including amaterial increase of fines and compensations. The current law acknowledges that legal regulations imposed on specific business activities (such asthe Telecommunications Act) must prevail over the Consumer’s Rights Protection law. However, it is still uncertain how or whether Sernac andSubTel will redefine their respective scope.Puerto RicoWe are subject to regulation in Puerto Rico by various governmental entities at the Puerto Rico and the U.S. federal level, including the FederalCommunications Commission (FCC). The Puerto Rico Telecommunications Regulatory Board (TRB), which was established in 1996, has primary regulatoryjurisdiction in Puerto Rico at the local level and is responsible for awarding franchises to cable operators for the provision of cable service in Puerto Rico andregulating cable television and telecommunications services.I-53Our business in Puerto Rico is subject to comprehensive regulation under the United States Communications Act of 1934, as amended (theCommunications Act), which regulates communication, telecommunication and cable television services. The Communications Act also provides thegeneral legal framework for, among other things, the provision of telephone services, services related to interconnection between telephone carriers, andtelevision, radio, cable television and direct broadcast satellite services.The FCC and/or the TRB have the authority to impose sanctions, including warnings, fines, license revocations and, in certain specific cases, terminationof the franchise, although license revocation and franchise termination are rare. The Communications Act specifies causes for the termination of FCClicenses, including, for example, the failure to comply with license requirements and conditions or to pay fines or fees in a timely manner. Such sanctions bythe TRB and/or FCC can be appealed to, and reviewed by, Puerto Rican courts and U.S. federal courts.In Puerto Rico, antitrust regulation is governed by the U.S. Sherman Act, other federal antitrust legislation, and the Puerto Rico Anti-Monopoly Law. Inparticular, the Sherman Act seeks to prevent anti-competitive practices in the marketplace and requires governmental review of certain businesscombinations, among other things. See note 17 to our consolidated financial statements included in Part II of this Annual Report on Form 10-K. The PuertoRico Anti-Monopoly Law substantially parallels the Sherman Act and authorizes the Puerto Rico Department of Justice to investigate and imposecompetition-related conditions on transactions.Puerto Rico Law 5 of 1973, as amended, created the Puerto Rico Department of Consumer Affairs, which regulates marketing campaigns, publicity, andbreach of service contracts, and prohibits false advertising. The Puerto Rico Telecommunications Act of 1996 (Law 213), which created the TRB, requiresthat rates for telecommunication services be cost-based, forbids cross-subsidies and focuses on encouraging, preserving and enforcing competition in thecable and telecommunications markets. Although Law 213 does not require us to obtain any approval of rate increases for cable television ortelecommunication services, any such increases must be in compliance with Law 213’s requirements, including prior notification to the TRB before suchincreases take effect.The video, internet and fixed-line telephony services that we provide are all subject to regulation:•Video. The provision of cable television services requires a franchise issued by the TRB. Franchises are subject to termination proceedings in theevent of a material breach or failure to comply with certain material provisions set forth in the franchise agreement governing a franchisee’s systemoperations, although such terminations are rare. In addition, franchises require payment of a franchise fee as a requirement to the grant of authority.Franchises establish comprehensive facilities and service requirements, as well as specific customer service standards and monetary penalties fornon-compliance. Franchises are generally granted for fixed terms of up to ten years and must be periodically renewed.Our pay television service is subject to, among other things, subscriber privacy regulations and must-carry and retransmission consent rights ofbroadcast stations. The Communications Act and FCC rules govern aspects of the carriage relationship between broadcast television stations andcable companies. To ensure that every qualifying local television station can be received in its local market without requiring a cable subscriber toswitch between cable and off-air signals, the FCC allows every qualifying full-power television broadcast station to require that all local cablesystems transmit that station’s primary digital channel to their subscribers within the station’s market (the “must-carry” rule) pursuant to the CableTelevision Consumer Protection and Competition Act of 1992. Alternatively, a station may elect every three years to forego its must carry rights andseek a negotiated agreement to establish the terms of its carriage by a local cable system, referred to as retransmission consent.•Internet. We offer high-speed internet access throughout our entire footprint. In March 2015, the FCC issued an order classifying mass-marketbroadband internet access service as a “telecommunications service”, changing its long-standing treatment of this offering as an “informationservice”, which the FCC traditionally has subjected to limited regulation. The rules adopted by the FCC prohibit, among other things, broadbandproviders from: (1) blocking access to lawful content, applications, services or non-harmful devices; (2) impairing or degrading lawful internet trafficon the basis of content, applications, services or non-harmful devices; and (3) favoring some lawful internet traffic over other lawful internet trafficin exchange for consideration. In addition, the FCC prohibited broadband providers from unreasonably interfering with users’ ability to accesslawful content or use devices that do not harm the network, or with edge providers’ ability to disseminate their content. The FCC also imposed moredetailed disclosure obligations on broadband providers than were previously in place, which were approved by the Office of Management andBudget in late 2015. The FCC’s rules are in effect, and were upheld by the United States Court of Appeals for the District of Columbia Circuit. Theimpact of these revised rules on our business is unclear.•Fixed-Line Telephony Services. We offer fixed-line telephony services, including both circuit-switched telephony and VoIP. Our circuit-switchedtelephony services are subject to FCC and local regulations regarding the quality and technicalI-54aspects of service. All local telecommunications providers, including us, are obligated to provide telephony service to all customers within theservice area, subject to certain exceptions under FCC regulations, and must give long distance telephony service providers equal access to theirnetwork. Under the Communications Act, competitive local exchange carriers (CLECs), like us, may require interconnection with the incumbentlocal exchange carrier (ILEC), and the ILEC must negotiate a reasonable and nondiscriminatory interconnection agreement with the CLEC. Sucharrangement requires the ILEC to interconnect with the CLEC at any technically feasible point within the ILEC’s network, provide access tounbundled network elements of the ILEC’s network, offer for resale at wholesale rates any telecommunication services the ILEC provides to its ownretail clients, and allow physical collocation of the CLEC’s equipment in the ILEC’s facilities to permit interconnection or access to unbundlednetwork element services. Therefore, we have the right to interconnect with the incumbent local exchange carrier (PRT). We have negotiated aninterconnection agreement with PRT, and the physical interconnection between both companies has been activated.All of our circuit-switched telephony and VoIP services are subject to a charge for the Federal Universal Service Fund (USF), which is a fund createdunder the Communications Act to subsidize telecommunication services in high-cost areas, to provide telecommunications services for low-incomeconsumers, and to provide certain subsidies for schools, libraries and rural healthcare facilities. The FCC has redirected the focus of USF to supportbroadband deployment in high-cost areas. In addition, our circuit-switched telephony and VoIP services are subject to a charge for a local PuertoRico Universal Service Fund, which was created by law to subsidize telecommunications services for low-income families under the Federal USFLifeline and Link-Up programs.The FCC has adopted other regulations for VoIP services, including the requirement that interconnected VoIP providers and facilities-basedbroadband internet access providers must comply with the Communications Assistance for Law Enforcement Act, which requires carriers to providecertain assistance to federal law enforcement authorities. VoIP providers are also required to offer basic and enhanced 911 emergency callingservices, which requires disclosure to all VoIP customers. VoIP providers are also subject to federal customer proprietary network information rulesrelated to customer privacy.EmployeesAs of December 31, 2016, we, including our consolidated subsidiaries, had an aggregate of approximately 41,000 full-time equivalent employees,certain of whom belong to organized unions and works councils, and includes contractors and temporary employees. We believe that our employee relationsare good.Financial Information About Geographic AreasFinancial information related to the geographic areas in which we do business appears in note18 to our consolidated financial statements included inPart II of this Annual Report on Form 10-K.Available InformationAll our filings with the SEC as well as amendments to such filings are available on our internet website free of charge generally within 24 hours after wefile such material with the SEC. Our website address is www.libertyglobal.com. The information on our website is not part of this Annual Report and is notincorporated by reference herein.Item 1A. RISK FACTORSIn addition to the other information contained in this Annual Report, you should consider the following risk factors in evaluating our results ofoperations, financial condition, business and operations or an investment in the shares of our company.The risk factors described in this section have been separated into five groups:•risks that relate to the competition we face and the technology used in our businesses;•risks that relate to our operating in overseas markets and being subject to foreign regulation;•risks that relate to certain financial matters;•risks relating to our equity capital structure; and•other risks, including risks that, among other things, relate to the obstacles that may be faced by anyone who may seek to acquire us. I-55Although we describe below and elsewhere in this Annual Report the risks we consider to be the most material, there may be other unknown orunpredictable economic, business, competitive, regulatory or other factors that also could have material adverse effects on our results of operations, financialcondition, business or operations in the future. In addition, past financial performance may not be a reliable indicator of future performance and historicaltrends should not be used to anticipate results or trends in future periods.If any of the events described below, individually or in combination, were to occur, our businesses, prospects, financial condition, results of operationsand/or cash flows could be materially adversely affected.Factors Relating to Competition and TechnologyWe operate in increasingly competitive markets, and there is a risk that we will not be able to effectively compete with other service providers. Themarkets for cable television, broadband internet, telephony and mobile services are highly competitive. In the provision of video services, we facecompetition from FTA and DTT broadcasters, video provided via satellite platforms, networks using DSL, VDSL or vectoring technology, MMDS operators,FTTx networks, OTT video content aggregators, and, in some countries where parts of our systems are overbuilt, cable networks, among others. Our operatingbusinesses are facing increasing competition from video services provided by, or over the networks of, incumbent telecommunications operators and otherservice providers. As the availability and speed of broadband internet increases, we also face competition from OTT video content providers utilizing our orour competitors’ high-speed internet connections. In the provision of telephony and broadband internet services, we are experiencing increasing competitionfrom the incumbent telecommunications operators and other service providers in each country in which we operate, as well as mobile providers of voice anddata. The incumbent telecommunications operators typically dominate the market for these services and have the advantage of nationwide networks andgreater resources than we have to devote to the provision of these services. Many of the incumbent operators offer double-play, triple-play and quadruple-play bundles of services. In many countries, we also compete with other operators using LLU to provide these services, other facilities-based operators andwireless providers. Developments in the DSL and other technology used by the incumbent telecommunications operators and alternative providers haveimproved the attractiveness of our competitors’ products and services and strengthened their competitive position. Developments in wireless technologies,such as LTE (the next generation of ultra high-speed mobile data) and WiFi, are creating additional competitive challenges.In some of our markets, national and local government agencies may seek to become involved, either directly or indirectly, in the establishment of FTTxnetworks, DTT systems or other communications systems. We intend to pursue available options to restrict such involvement or to ensure that suchinvolvement is on commercially reasonable terms. There can be no assurance, however, that we will be successful in these pursuits. As a result, we may facecompetition from entities not requiring a normal commercial return on their investments. In addition, we may face more vigorous competition than wouldhave been the case if there were no government involvement.We expect the level and intensity of competition to continue to increase from both existing competitors and new market entrants as a result of changes inthe regulatory framework of the industries in which we operate, advances in technology, the influx of new market entrants and strategic alliances andcooperative relationships among industry participants. Increased competition could result in increased customer churn, reductions of customer acquisitionrates for some products and services and significant price and promotional competition in most of our markets. In combination with difficult economicenvironments, these competitive pressures could adversely impact our ability to increase or, in certain cases, maintain the revenue, revenue per average cableRGU or mobile subscriber, as applicable (ARPU), RGUs, mobile subscribers, adjusted operating income before depreciation and amortization (AdjustedOIBDA), Adjusted OIBDA margins and liquidity of our operating segments.Changes in technology may limit the competitiveness of and demand for our services. Technology in the video, telecommunications and data servicesindustries is changing rapidly, including advances in current technologies and the emergence of new technologies. New technologies, products and servicesmay impact consumer behavior and therefore demand for our products and services. The ability to anticipate changes in technology and consumer tastes andto develop and introduce new and enhanced products and services on a timely basis will affect our ability to continue to grow, increase our revenue andnumber of subscribers and remain competitive. New products and services, once marketed, may not meet consumer expectations or demand, can be subject todelays in development and may fail to operate as intended. A lack of market acceptance of new products and services that we may offer, or the developmentof significant competitive products or services by others, could have a material adverse impact on our revenue and Adjusted OIBDA.Our significant property and equipment additions, namely in connection with our Network Extensions, may not generate a positive return. The video,broadband internet, telephony and mobile businesses in which we operate are capital intensive. Significant additions to our property and equipment arerequired to add customers to our networks and to upgrade or expand our broadband communications networks and upgrade customer premises equipment toenhance our service offerings and improve the customer experience. Of note, since 2015, we have undertaken our Network Extensions to connect additionalhomes andI-56businesses to our networks (see Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations - Overview). Additions toour property and equipment, including in connection with our Network Extensions, require significant capital expenditures for equipment and associatedlabor costs to build out and/or upgrade our networks as well as for related customer premises equipment. Additionally, significant competition, theintroduction of new technologies, the expansion of existing technologies, such as FTTx and advanced DSL technologies, or adverse regulatorydevelopments could cause us to decide to undertake previously unplanned upgrades of our networks and customer premises equipment in the impactedmarkets. No assurance can be given that any upgrades or extensions of our network (including the Network Extensions) will increase penetration rates,increase ARPU or otherwise generate positive returns as anticipated, or that we will have adequate capital available to finance such upgrades or extensions.Additionally, costs related to our property and equipment additions, including with respect to our Network Extensions, could end up being be greater thanoriginally anticipated or planned. If we are unable to, or elect not to, pay for costs associated with adding new customers, expanding, extending or upgradingour networks or making our other planned or unplanned additions to our property and equipment, our growth could be limited and our competitive positioncould be harmed.We depend almost exclusively on our relationships with third-party programming providers and broadcasters for programming content, and a failureto acquire a wide selection of popular programming on acceptable terms could adversely affect our business. The success of our video subscriptionbusiness depends, in large part, on our ability to provide a wide selection of popular programming to our subscribers. We generally do not produce our owncontent and we depend on our agreements, relationships and cooperation with public and private broadcasters and collective rights associations to obtainsuch content. If we fail to obtain a diverse array of popular programming for our pay television services, including a sufficient selection of HD channels aswell as non-linear content (such as a selection of attractive VoD content and rights for ancillary services such as DVR and catch up or 'Replay' services), onsatisfactory terms, we may not be able to offer a compelling video product to our customers at a price they are willing to pay. Additionally, we are frequentlynegotiating and renegotiating programming agreements and our annual costs for programming can vary. There can be no assurance that we will be able torenegotiate or renew the terms of our programming agreements on acceptable terms or at all. We expect that programming and copyright costs will continueto rise in future periods as a result of (i) higher costs associated with the expansion of our digital video content, including rights associated with ancillaryproduct offerings and rights that provide for the broadcast of live sporting events, (ii) rate increases and (iii) growth in the number of our enhanced videosubscribers.If we are unable to obtain or retain attractively priced competitive content, demand for our existing and future television services could decrease, therebylimiting our ability to attract new customers, maintain existing customers and/or migrate customers from lower tier programming to higher tier programming,thereby inhibiting our ability to execute our business plans. Furthermore, we may be placed at a competitive disadvantage if certain of our competitors obtainexclusive programming rights, particularly with respect to popular sports and movie programming, and as certain entrants in the OTT market, for exampleNetflix and Amazon, increasingly produce their own exclusive content.We depend on third-party suppliers and licensors to supply necessary equipment, software and certain services required for our businesses. We rely onthird-party vendors for the equipment, software and services that we require in order to provide services to our customers. Our suppliers often conductbusiness worldwide and their ability to meet our needs is subject to various risks, including political and economic instability, natural calamities,interruptions in transportation systems, terrorism and labor issues. As a result, we may not be able to obtain the equipment, software and services required forour businesses on a timely basis or on satisfactory terms. Any shortfall in customer premises equipment could lead to delays in completing extensions to ournetworks and in connecting customers to our services and, accordingly, could adversely impact our ability to maintain or increase our RGUs, revenue andcash flows. Also, if demand exceeds the suppliers’ and licensors’ capacity or if they experience financial difficulties, the ability of our businesses to providesome services may be materially adversely affected, which in turn could affect our businesses’ ability to attract and retain customers. Although we activelymonitor the creditworthiness of our key third-party suppliers and licensors, the financial failure of a key third-party supplier or licensor could disrupt ouroperations and have an adverse impact on our revenue and cash flows. We rely upon intellectual property that is owned or licensed by us to use varioustechnologies, conduct our operations and sell our products and services. Legal challenges could be made against our use of our or our licensed intellectualproperty rights (such as trademarks, patents and trade secrets) and we may be required to enter into licensing arrangements on unfavorable terms, incurmonetary damages or be enjoined from use of the intellectual property rights in question. Certain of our businesses that offer mobile telephony and data services rely on the radio access networks of third-party wireless network providers tocarry our mobile communications traffic. Our services to mobile customers in many jurisdictions in which we operate rely on the use of MVNO arrangementsin which we utilize the radio access networks of third-party wireless network providers to carry our mobile communications traffic. If any of our MVNOarrangements are terminated, or if the respective third-party wireless network provider fails to provide the services required under an MVNO arrangement, or ifa third-party wireless network provider fails to deploy and maintain its network, and we are unable to find a replacement network operator on a timely andcommercially reasonable basis or at all, we could be prevented from continuing the mobile services relying on such MVNOI-57arrangement. Additionally, as our MVNO arrangements come to term, we may not be able to renegotiate renewal or replacement MVNO arrangements on thesame or more favorable terms.Failure in our technology or telecommunications systems or leakage of sensitive customer data could significantly disrupt our operations, whichcould reduce our customer base and result in lost revenue. Our success depends, in part, on the continued and uninterrupted performance of our informationtechnology and network systems as well as our customer service centers. The hardware supporting a large number of critical systems for our cable network ina particular country or geographic region is housed in a relatively small number of locations. Our systems and equipment (including our routers and set-topboxes) are vulnerable to damage or security breach from a variety of sources, including telecommunications failures, power loss, malicious human acts,security flaws, and natural disasters. For example, in early October 2016, our fixed-line and mobile networks in the Bahamas suffered extensive damage as aresult of Hurricane Matthew, which caused our customers to experience significant outages (see Item 7. Management’s Discussion and Analysis of FinancialCondition and Results of Operations - Overview). Moreover, despite security measures, our servers, systems and equipment are potentially vulnerable tophysical or electronic break-ins, computer viruses, worms, phishing attacks and similar disruptive actions. Furthermore, our operating activities could besubject to risks caused by misappropriation, misuse, leakage, falsification or accidental release or loss of information maintained in our informationtechnology systems and networks and those of our third-party vendors, including customer, personnel and vendor data. As a result of the increasingawareness concerning the importance of safeguarding personal information, the potential misuse of such information and legislation that has been adopted oris being considered across all of our markets regarding the protection, privacy and security of personal information, information-related risks are increasing,particularly for businesses like ours that handle a large amount of personal customer data. Failure to comply with these data protection laws may result in,among other consequences, fines.Despite the precautions we have taken, unanticipated problems affecting our systems could cause failures in our information technology systems ordisruption in the transmission of signals over our networks or similar problems. Any disruptive situation that causes loss, misappropriation, misuse or leakageof data could damage our reputation and the credibility of our operations. Further, sustained or repeated system failures that interrupt our ability to provideservice to our customers or otherwise meet our business obligations in a timely manner could adversely affect our reputation and result in a loss of customersand an adverse impact on revenue.The “Virgin” brand is used by our subsidiary Virgin Media under licenses from Virgin Enterprises Limited and is not under the control of VirginMedia. The activities of the group of companies utilizing the “Virgin” brand and other licensees could have a material adverse effect on the goodwill ofcustomers towards Virgin Media as a licensee and the licenses from Virgin Enterprises Limited can be terminated in certain circumstances. The “Virgin”brand is integral to Virgin Media’s corporate identity. Virgin Media is reliant on the general goodwill of consumers towards the Virgin brand. Consequently,adverse publicity in relation to the group of companies utilizing the “Virgin” brand or its principals, particularly Sir Richard Branson, who is closelyassociated with the brand, or in relation to another licensee of the “Virgin” name and logo (particularly in the U.K., where Virgin Media does business) couldhave a material adverse effect on Virgin Media’s reputation and on Virgin Media’s and our business and results of operations. In addition, the licenses fromVirgin Enterprises Limited can be terminated in certain circumstances. For example, Virgin Enterprises Limited can terminate the licenses, after providingVirgin Media with an opportunity to cure, (1) if Virgin Media or any of its affiliates commits persistent and material breaches or a flagrant and material breachof the licenses, (2) if Virgin Enterprises Limited has reasonable grounds to believe that the use (or lack of use) of the licensed trademarks by Virgin Media hasbeen or is likely to result in a long-term and material diminution in the value of the “Virgin” brand, or (3) if a third-party who is not (or one of whose directorsis not) a “fit and proper person”, such as a legally disqualified director or a bankrupt entity, acquires “control” of Liberty Global. Such a termination couldhave a material adverse effect on Virgin Media’s and our business and results of operations.Factors Relating to Overseas Operations and Foreign RegulationOur businesses are conducted almost exclusively outside of the U.S., which gives rise to numerous operational risks. Our businesses operate almostexclusively in countries outside the U.S. and are thereby subject to the following inherent risks:•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;I-58•economic and political instability; and•changes in foreign and domestic laws and policies that govern operations of foreign-based companies. Operational risks that we may experience in certain countries include disruptions of services or loss of property or equipment that are critical to overseasbusinesses due to expropriation, nationalization, war, insurrection, terrorism or general social or political unrest.We are exposed to foreign currency exchange rate risk. We are exposed to foreign currency exchange rate risk with respect to our consolidated debt insituations where our debt is denominated in a currency other than the functional currency of the operations whose cash flows support our ability to repay orrefinance such debt. Although we generally seek to match the denomination of our and our subsidiaries’ borrowings with the functional currency of theoperations that are supporting the respective borrowings, market conditions or other factors may cause us to enter into borrowing arrangements that are notdenominated in the functional currency of the underlying operations (unmatched debt). In these cases, our policy is to provide for an economic hedge againstforeign currency exchange rate movements by using derivative instruments to synthetically convert unmatched debt into the applicable underlying currency.At December 31, 2016, substantially all of our debt was either directly or synthetically matched to the applicable functional currencies of the underlyingoperations.In addition to the exposure that results from the mismatch of our borrowings and underlying functional currencies, we are exposed to foreign currencyrisk to the extent that we enter into transactions denominated in currencies other than our or our subsidiaries’ respective functional currencies (non-functionalcurrency risk), such as equipment purchases, programming contracts, notes payable and notes receivable (including intercompany amounts). Changes inexchange rates with respect to amounts recorded in our consolidated balance sheets related to these items will result in unrealized (based upon period-endexchange rates) or realized foreign currency transaction gains and losses upon settlement of the transactions. Moreover, to the extent that our revenue, costsand expenses are denominated in currencies other than our respective functional currencies, we will experience fluctuations in our revenue, costs andexpenses solely as a result of changes in foreign currency exchange rates. In this regard, excluding CWC, we currently expect that during 2017, (1) less than1% of our revenue, (2) approximately 1% to 3% of our direct costs of services and our other operating and SG&A expenses (exclusive of share-basedcompensation expense) and (3) approximately 10% to 12% of our property and equipment additions will be denominated in non-functional currencies,including amounts denominated in U.S. dollars, euros and British pound sterling. Our expectations with respect to our non-functional currency transactionsin 2017 may differ from actual results. Generally, we will consider hedging non-functional currency risks when the risks arise from agreements with thirdparties that involve the future payment or receipt of cash or other monetary items to the extent that we can reasonably predict the timing and amount of suchpayments or receipts and the payments or receipts are not otherwise hedged. In this regard, we have entered into foreign currency forward contracts to hedgecertain of these risks. Certain non-functional currency risks related to our revenue, direct costs of services and other operating and SG&A expenses andproperty and equipment additions were not hedged as of December 31, 2016. For additional information concerning our foreign currency forward contracts,see note 7 to our consolidated financial statements included in Part II of this Annual Report on Form 10-K.We also are exposed to unfavorable and potentially volatile fluctuations of the U.S. dollar (our reporting currency) against the currencies of ouroperating subsidiaries when their respective financial statements are translated into U.S. dollars for inclusion in our consolidated financial statements.Cumulative translation adjustments are recorded in accumulated other comprehensive earnings or loss as a separate component of equity. Any increase(decrease) in the value of the U.S. dollar against any foreign currency that is the functional currency of one of our operating subsidiaries will cause us toexperience unrealized foreign currency translation losses (gains) with respect to amounts already invested in such foreign currencies. Accordingly, we mayexperience a negative impact on our comprehensive earnings or loss and equity with respect to our holdings solely as a result of foreign currency translation.Our primary exposure to foreign currency translation risk during the three months ended December 31, 2016 was to the euro and British pound sterling as43.2% and 27.5% of our reported revenue during the period was derived from subsidiaries whose functional currencies are the euro and British poundsterling, respectively. In addition, our reported operating results are impacted by changes in the exchange rates for the Swiss franc, the Chilean peso and otherlocal currencies in Europe. We generally do not hedge against the risk that we may incur non-cash losses upon the translation of the financial statements ofour subsidiaries and affiliates into U.S. dollars.Our businesses are subject to risks of adverse regulation. Our businesses are subject to the unique regulatory regimes of the countries in which theyoperate. Notably, with the acquisition of CWC, the number of countries in which we operate, and therefore the number of regulatory regimes to which we aresubject, increased significantly. Video distribution, broadband internet, telephony and mobile businesses are subject to licensing or registration eligibilityrules and regulations, which vary by country. The provision of electronic communications networks and services requires our licensing from, or registrationwith, the appropriate regulatory authorities and, for telephony services, entrance into interconnection arrangements with other phone companies, includingthe incumbent phone company. It is possible that countries in which we operate may adopt laws and regulations regarding electronic commerce, which coulddampen the growth of the internet services being offered and developed by these businesses. In a numberI-59of countries, our ability to increase the prices we charge for our cable television service or make changes to the programming packages we offer is limited byregulation or conditions imposed by competition authorities or is subject to review by regulatory authorities or is subject to termination rights of customers.In addition, regulatory authorities may grant new licenses to third parties and, in any event, in most of our markets new entry is possible without a license,although there may be registration eligibility rules and regulations, resulting in greater competition in territories where our businesses may already be active.More significantly, regulatory authorities may require us to grant third parties access to our bandwidth, frequency capacity, facilities or services to distributetheir own services or resell our services to end customers. Consequently, our businesses must adapt their ownership and organizational structure as well astheir pricing and service offerings to satisfy the rules and regulations to which they are subject. A failure to comply with applicable rules and regulationscould result in penalties, restrictions on our business or loss of required licenses or other adverse conditions.Adverse changes in rules and regulations could:•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. Businesses, including ours, that offer multiple services, such as video distribution as well as internet, telephony, and/or mobile services, or that arevertically integrated and offer both video distribution and programming content, often face close regulatory scrutiny from competition authorities in severalcountries in which they operate. This is particularly the case with respect to any proposed business combinations, which will often require clearance fromnational competition authorities. The regulatory authorities in several countries in which we do business have considered from time to time what accessrights, if any, should be afforded to third parties for use of existing cable television networks and have imposed access obligations in certain countries. Thishas resulted, for example, in obligations with respect to call termination for our telephony business in Europe, video must carry obligations in many marketsin which we operate and video and broadband internet access obligations in Belgium.When we acquire additional communications companies, these acquisitions may require the approval of governmental authorities (either at country or,in the case of the E.U., European level), which can block, impose conditions on, or delay an acquisition, thus hampering our opportunities for growth. In theevent conditions are imposed and we fail to meet them in a timely manner, the governmental authority may impose fines and, if in connection with a mergertransaction, may require restorative measures, such as mandatory disposition of assets or divestiture of operations. Most recently, the CWC Acquisitiontriggered regulatory approval requirements in certain jurisdictions in which CWC operates. The regulatory authorities in certain of these jurisdictions,including the Bahamas, Jamaica, Trinidad and Tobago, the Seychelles and the Cayman Islands, have not completed their review of the CWC Acquisition orgranted their approval. While we expect to receive all outstanding approvals, such approvals may include binding conditions or requirements that couldhave an adverse impact on CWC’s operations and financial condition.Moreover, in several of CWC’s key markets, including Panama and the Bahamas, governments are CWC’s partners and co-owners. Consequently, wemay not be able to fully utilize CWC’s contractual or legal rights or all options available, where to do so might conflict with broader regulatory orgovernmental considerations.New legislation may significantly alter the regulatory regime applicable to us, which could adversely affect our competitive position and profitability,and we may become subject to more extensive regulation if we are deemed to possess significant market power in any of the markets in which we operate.Significant changes to the existing regulatory regime applicable to the provision of cable television, telephony, internet and mobile services have been andare still being introduced. For example, in the E.U. a large element of regulation affecting our business derives from a number of Directives that are the basisof the regulatory regime concerning many of the services we offer across the E.U. The various Directives require Member States to harmonize their laws oncommunications and cover issues such as access, user rights, privacy and competition. These Directives are reviewed by the E.U. from time to time and anychanges to them could lead to substantial changes in the way in which our businesses are regulated and to which we would have to adapt. In addition, we aresubject to review by competition or national regulatory authorities in certain countries concerning whether we exhibit Significant Market Power. A finding ofSignificant Market Power can result in our company becoming subject to pricing, open access, unbundling and other requirements that could provide a morefavorable operating environment for existing and potential competitors.I-60The U.K. referendum advising for the exit of the U.K. from the E.U. could have a material adverse effect on our business, financial condition, results ofoperations or liquidity. On June 23, 2016, the U.K. held a referendum in which voters approved, on an advisory basis, an exit from the E.U., commonlyreferred to as “Brexit”. The terms of any withdrawal are subject to a negotiation period that could last at least two years after the British government formallyinitiates a withdrawal process pursuant to Article 50 of the Treaty on Europe. The British government has indicated that it plans to trigger Article 50 andcommence negotiations to determine the terms of the U.K.’s withdrawal from the E.U. by the end of March 2017. A withdrawal could, among other outcomes,disrupt the free movement of goods, services, people and capital between the U.K. and the E.U., undermine bilateral cooperation in key geographic areas andsignificantly disrupt trade between the U.K. and the E.U. or other nations (including the U.S.) as the U.K. pursues independent trade relations. The initialimpact of the announcement of Brexit caused significant volatility in global stock markets, including in the prices of our shares, as well as significantcurrency fluctuations that resulted in the strengthening of the U.S. dollar (our reporting currency) against foreign currencies in which we conduct business,namely the British pound sterling and the euro.The potential impacts, if any, of the uncertainty relating to Brexit or the resulting terms of the withdrawal of the U.K. from the E.U. on customer behavior,economic conditions, interest rates, currency exchange rates, availability of capital or other matters are unclear. Examples of the impact Brexit could have onour business, financial condition or results of operations include:•changes in foreign currency exchange rates and disruptions in the capital markets. For example, a sustained period of weakness in the British poundsterling 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 orreplicate, or where previously implemented by enactment of U.K. laws or regulations, to retain, amend or repeal;•uncertainty as to the terms of the U.K.’s withdrawal from, and future relationship with, the E.U. in terms of the impact on the free movement of ourservices, capital and employees;•global economic uncertainty, which may cause our customers to reevaluate what they are willing to spend on our products and services; and•various geopolitical forces may impact the global economy and our business, including, for example, other E.U. member states (in particular thosemember states where we have operations) proposing referendums to, or electing to, exit the E.U.We cannot be certain that we will be successful in acquiring new businesses or integrating acquired businesses with our existing operations, or that wewill achieve the expected returns on our acquisitions. Historically, our businesses have grown, in part, through selective acquisitions that enabled them totake advantage of existing networks, local service offerings and region-specific management expertise. We expect to seek to continue growing our businessesthrough acquisitions in selected markets, such as the acquisition of Choice in June 2015, the BASE acquisition in February 2016, the CWC Acquisition inMay 2016, and the pending acquisitions of Multimedia Polska S.A. (Multimedia) and Coditel Brabant sprl, operating under the SFR brand (SFR BeLux).Our ability to acquire new businesses may be limited by many factors, including availability of financing, debt covenants, the prevalence of complexownership structures among potential targets, government regulation and competition from other potential acquirers, including private equity funds. Even ifwe are successful in acquiring new businesses, the integration of these businesses, such as Choice, BASE, CWC, Multimedia and SFR BeLux may presentsignificant costs and challenges associated with: realizing economies of scale in interconnection, programming and network operations; eliminatingduplicative overheads; integrating personnel, networks, financial systems and operational systems; greater than anticipated expenditures required forcompliance with regulatory standards or for investments to improve operating results, and failure to achieve the business plan with respect to any suchacquisition. We cannot be assured that we will be successful in acquiring new businesses or realizing the anticipated benefits of any completed acquisition,including, for example, the acquisitions of Choice, BASE and CWC, and the pending acquisitions of Multimedia and SFR BeLux.In addition, we anticipate that most, if not all, companies acquired by us will be located outside the U.S. Foreign companies may not have disclosurecontrols and procedures or internal controls over financial reporting that are as thorough or effective as those required by U.S. securities laws. While weintend to conduct appropriate due diligence and to implement appropriate controls and procedures as we integrate acquired companies, we may not be ableto certify as to the effectiveness of these companies’ disclosure controls and procedures or internal controls over financial reporting until we have fullyintegrated them.We may have exposure to additional tax liabilities. We are subject to income taxes as well as non-income based taxes, such as value added tax, or VAT,in the U.K., the U.S. and many other jurisdictions around the world. In addition, most tax jurisdictionsI-61that we operate in have complex and subjective rules regarding the valuation of intercompany services, cross-border payments between affiliated companiesand the related effects on income tax, VAT and transfer tax. Significant judgment is required in determining our worldwide provision for income taxes andother tax liabilities. In the ordinary course of our business, there are many transactions and calculations where the ultimate tax determination is uncertain. Weare regularly under audit by tax authorities in many of the jurisdictions in which we operate. Although we believe that our tax estimates are reasonable, anymaterial differences as a result of final determinations of tax audits or tax disputes could have an adverse effect on our financial position and results ofoperations in the period or periods for which determination is made.Because the majority of our subsidiaries have some or all of their ownership through U.S. corporations, our worldwide effective tax rate is subject toprovisions of U.S. tax law that defer the imposition of U.S. tax on certain foreign active income until that income is repatriated to the U.S. Any repatriation,through our U.S. ownership structure, of assets currently held by subsidiaries in foreign jurisdictions or recognition of income that fails to meet the U.S. taxrequirements related to deferral of U.S. income tax, may result in a higher effective tax rate for our company. While the company may mitigate this increase inits effective tax rate through claiming a foreign tax credit against its U.S. federal income taxes or potentially have foreign or U.S. taxes reduced underapplicable income tax treaties, we are subject to various limitations.We are subject to changing tax laws, treaties and regulations in and between countries in which we operate, including treaties between the U.K., the U.S.and many other jurisdictions in which we have a presence. Also, various income tax proposals in the jurisdictions in which we operate could result in changesto the existing laws on which our deferred taxes are calculated. A change in these tax laws, treaties or regulations, or in the interpretation thereof, could resultin a materially higher income or non-income tax expense. Any such material changes could cause a material change in our effective tax rate, such as theU.K.’s new corporate rate to take effect in each of April 2017 and April 2020, as more fully described in note 11 to our consolidated financial statementsincluded in Part II of this Annual Report on Form 10-K.Further changes in the tax laws of the foreign jurisdictions in which we operate could arise as a result of the base erosion and profit shifting (BEPS)project being undertaken by the OECD or the European Commission Anti-Tax Avoidance Package. The OECD, which represents a coalition of membercountries that encompass most of the jurisdictions in which we operate, and the European Commission have undertaken studies and are publishing actionplans that include recommendations aimed at addressing what they believe are issues within tax systems that may lead to tax avoidance by companies. It ispossible that jurisdictions in which we do business could react to these initiatives or their own concerns by enacting tax legislation that could adverselyaffect us or our shareholders through increasing our tax liabilities.Factors Relating to Certain Financial MattersOur substantial leverage could limit our ability to obtain additional financing and have other adverse effects. We seek to maintain our debt at levelsthat provide for attractive equity returns without assuming undue risk. In this regard, we generally seek to cause our operating subsidiaries to maintain theirdebt at levels that result in a consolidated debt balance that is between four and five times our consolidated Adjusted OIBDA. As a result, we are highlyleveraged. At December 31, 2016, the outstanding principal amount of our consolidated debt, together with our capital lease obligations aggregated $43.6billion, including $2,775.1 million that is classified as current in our consolidated balance sheet and $38.5 billion that is not due until 2021 or thereafter. Webelieve that we have sufficient resources to repay or refinance the current portion of our debt and capital lease obligations and to fund our foreseeableliquidity requirements during the next 12 months. As our debt maturities grow in later years, however, we anticipate that we will seek to refinanceor otherwise extend our debt maturities. In this regard, we completed refinancing transactions in 2016 that, among other things, resulted in the extension ofcertain of our subsidiaries’ debt maturities. No assurance can be given that we will be able to complete additional refinancing transactions or otherwiseextend our debt maturities. In this regard, it is difficult to predict how political and economic conditions, sovereign debt concerns or any adverse regulatorydevelopments will impact the credit and equity markets we access and our future financial position.Our ability to service or refinance our debt and to maintain compliance with the leverage covenants in the credit agreements and indentures of ourborrowing groups is dependent primarily on our ability to maintain or increase the Adjusted OIBDA of our operating subsidiaries and to achieve adequatereturns on our property and equipment additions and acquisitions. For example, if the Adjusted OIBDA of our subsidiary, UPC Broadband Holding, were todecline, we could be required to partially repay or limit our borrowings under the UPC Broadband Holding Bank Facility in order to maintain compliancewith applicable covenants. Accordingly, if our cash provided by operations declines or we encounter other material liquidity requirements, we may berequired to seek additional debt or equity financing in order to meet our debt obligations and other liquidity requirements as they come due. In addition, ourcurrent debt levels may limit our ability to incur additional debt financing to fund working capital needs, acquisitions, property and equipment additions, orother general corporate requirements. We can give no assurance that any additional debt or equity financing will be available on terms that are as favorable asthe terms of our existing debt or at all. Further, our board of directors has approved share repurchase programs for our Liberty Global Shares and our LiLACShares. Any cashI-62used by our company in connection with any future purchases of our ordinary shares would not be available for other purposes, including the repayment ofdebt. For additional information concerning our share repurchase programs, see note 12 to our consolidated financial statements included in Part II of thisAnnual Report on Form 10-K.Certain of our subsidiaries are subject to various debt instruments that contain restrictions on how we finance our operations and operate ourbusinesses, which could impede our ability to engage in beneficial transactions. Certain of our subsidiaries are subject to significant financial and operatingrestrictions contained in outstanding credit agreements, indentures and similar instruments of indebtedness. These restrictions will affect, and in some casessignificantly limit or prohibit, among other things, the ability of those subsidiaries to:•incur or guarantee additional indebtedness;•pay dividends or make other upstream distributions;•make investments;•transfer, sell or dispose of certain assets, including subsidiary stock;•merge or consolidate with other entities;•engage in transactions with us or other affiliates; or•create liens on their assets. As a result of restrictions contained in these debt instruments, the companies party thereto, and their subsidiaries, could be unable to obtain additionalcapital in the future to:•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. In addition, most of the credit agreements to which these subsidiaries are parties include financial covenants that require them to maintain certainfinancial ratios, including ratios of total debt to Adjusted OIBDA and Adjusted OIBDA to interest expense. Their ability to meet these financial covenantsmay be affected by adverse economic, competitive, or regulatory developments and other events beyond their control, and we cannot assure you that thesefinancial covenants will be met. In the event of a default under such subsidiaries’ credit agreements or indentures, the lenders may accelerate the maturity ofthe indebtedness under those agreements or indentures, which could result in a default under other outstanding credit facilities or indentures. We cannotassure you that any of these subsidiaries will have sufficient assets to pay indebtedness outstanding under their credit agreements and indentures. Anyrefinancing of this indebtedness is likely to contain similar restrictive covenants.We are exposed to interest rate risks. Shifts in such rates may adversely affect the debt service obligation of our subsidiaries. We are exposed to the riskof fluctuations in interest rates, primarily through the credit facilities of certain of our subsidiaries, which are indexed to EURIBOR, LIBOR or other baserates. Although we enter into various derivative transactions to manage exposure to movements in interest rates, there can be no assurance that we will beable to continue to do so at a reasonable cost or at all. If we are unable to effectively manage our interest rate exposure through derivative transactions, anyincrease in market interest rates would increase our interest rate exposure and debt service obligations, which would exacerbate the risks associated with ourleveraged capital structure.We are subject to increasing operating costs and inflation risks, which may adversely affect our results of operations. While our operations attempt toincrease our subscription rates to offset increases in programming and operating costs, there is no assurance that they will be able to do so. In certain countriesin which we operate, our ability to increase subscription rates is subject to regulatory controls. Also, our ability to increase subscription rates may beconstrained by competitive pressures. Therefore, operating costs may rise faster than associated revenue, resulting in a material negative impact on our cashflow andI-63net earnings (loss). We are also impacted by inflationary increases in salaries, wages, benefits and other administrative costs in certain of our markets.Continuing uncertainties and challenging conditions in the global economy and in the countries in which we operate may adversely impact ourbusiness, financial condition and results of operations. The current macroeconomic environment is highly volatile, and continuing instability in globalmarkets, including the ongoing struggles in Europe related to sovereign debt issues, the risk of deflation and the stability of the British pound sterling andthe euro, has contributed to a challenging global economic environment. Future developments are dependent upon a number of political and economicfactors, including the effectiveness of measures by the E.U. Commission to address debt burdens of certain countries in Europe and the overall stability of theeurozone. As a result, we cannot predict how long challenging conditions will exist or the extent to which the markets in which we operate may deteriorate.Additional risks arising from the ongoing economic challenges in Europe are described below under the Risk Factor titled: We are exposed to sovereign debtand currency instability risks in Europe that could have an adverse impact on our liquidity, financial condition and cash flows.Unfavorable economic conditions may impact a significant number of our subscribers and/or the prices we are able to charge for our products andservices, and, as a result, it may be (1) more difficult for us to attract new subscribers, (2) more likely that subscribers will downgrade or disconnect theirservices and (3) more difficult for us to maintain ARPUs at existing levels. Countries may also seek new or increased revenue sources due to fiscal deficits.Such actions may further adversely affect our company. Accordingly, our ability to increase, or, in certain cases, maintain, the revenue, ARPUs, RGUs, mobilesubscribers, Adjusted OIBDA, Adjusted OIBDA margins and liquidity of our operating segments could be adversely affected if the macroeconomicenvironment remains uncertain or declines further. We are currently unable to predict the extent of any of these potential adverse effects.We are exposed to sovereign debt and currency instability risks that could have an adverse impact on our liquidity, financial condition and cash flows.Our operations are subject to macroeconomic and political risks that are outside of our control. For example, high levels of sovereign debt in the U.S. andseveral countries in which we operate, combined with weak growth and high unemployment, could potentially lead to fiscal reforms (including austeritymeasures), tax increases, sovereign debt restructurings, currency instability, increased counterparty credit risk, high levels of volatility and disruptions in thecredit and equity markets, as well as other outcomes that might adversely impact our company. With regard to currency instability issues, concerns exist inthe eurozone with respect to individual macro-fundamentals on a country-by-country basis, as well as with respect to the overall stability of the Europeanmonetary union and the suitability of a single currency to appropriately deal with specific fiscal management and sovereign debt issues in individualeurozone countries. The realization of these concerns could lead to the exit of one or more countries from the European monetary union and the re-introduction of individual currencies in these countries, or, in more extreme circumstances, the possible dissolution of the European monetary union entirely,which could result in the redenomination of a portion or, in the extreme case, all of our euro-denominated assets, liabilities and cash flows to the newcurrency of the country in which they originated. This could result in a mismatch in the currencies of our assets, liabilities and cash flows. Any suchmismatch, together with the capital market disruption that would likely accompany any such redenomination event, could have a material adverse impact onour liquidity and financial condition. Furthermore, any redenomination event would likely be accompanied by significant economic dislocation, particularlywithin the eurozone countries, which in turn could have an adverse impact on demand for our products and services, and accordingly, on our revenue andcash flows. Moreover, any changes from euro to non-euro currencies within the countries in which we operate would require us to modify our billing andother financial systems. No assurance can be given that any required modifications could be made within a time frame that would allow us to timely bill ourcustomers or prepare and file required financial reports. In light of the significant exposure that we have to the euro through our euro-denominatedborrowings, derivative instruments, cash balances and cash flows, a redenomination event could have a material adverse impact on our company.Additionally, we are facing a challenging economic environment in Puerto Rico due in part to the government’s liquidity issues. In this regard, thePuerto Rico government has failed to make significant portions of its scheduled debt payments during 2016. Although the Puerto Rico government hasimplemented tax increases and other measures to improve its solvency and the U.S. has implemented legislation designed to help manage Puerto Rico’s debtcrisis, it remains possible, if not likely, that Puerto Rico will be required to restructure its debt obligations. If the fiscal and economic conditions in PuertoRico were to worsen, the population of Puerto Rico could continue to decline and the demand and ability of customers to pay for Liberty Puerto Rico’sservices could be impaired, both of which could have a negative impact on Liberty Puerto Rico’s results of operations, cash flows and financial condition.We may not freely access the cash of our operating companies. Our operations are conducted through our subsidiaries. Our current sources of corporateliquidity include (1) our cash and cash equivalents and (2) interest and dividend income received on our cash and cash equivalents and investments. Fromtime to time, we also receive (1) proceeds in the form of distributions or loan repayments from our subsidiaries or affiliates, (2) proceeds upon the dispositionof investments and other assets andI-64(3) proceeds in connection with the incurrence of debt or the issuance of equity securities. The ability of our operating subsidiaries to pay dividends or tomake other payments or advances to us depends on their individual operating results and any statutory, regulatory or contractual restrictions to which theymay be or may become subject and in some cases our receipt of such payments or advances may be limited due to tax considerations or the presence ofnoncontrolling interests. Most of our operating subsidiaries are subject to credit agreements or indentures that restrict sales of assets and prohibit or limit thepayment of dividends or the making of distributions, loans or advances to shareholders and partners, including us. In addition, because these subsidiaries areseparate and distinct legal entities they have no obligation to provide us funds for payment obligations, whether by dividends, distributions, loans or otherpayments.We are exposed to the risk of default by the counterparties to our derivative and other financial instruments, undrawn debt facilities and cashinvestments. Although we seek to manage the credit risks associated with our derivative and other financial instruments, cash investments and undrawn debtfacilities, we are exposed to the risk that our counterparties could default on their obligations to us. Also, even though we regularly review our creditexposures, defaults may arise from events or circumstances that are difficult to detect or foresee. At December 31, 2016, our exposure to counterparty creditrisk included (1) derivative assets with an aggregate fair value of $2,424.6 million, (2) cash and cash equivalent and restricted cash balances of $1,668.3million and (3) aggregate undrawn debt facilities of $3,969.2 million. While we currently have no specific concerns about the creditworthiness of anycounterparty for which we have material credit risk exposures, the current economic conditions and uncertainties in global financial markets have increasedthe credit risk of our counterparties and we cannot rule out the possibility that one or more of our counterparties could fail or otherwise be unable to meet itsobligations to us. Any such instance could have an adverse effect on our cash flows, results of operations, financial condition and/or liquidity. In this regard,(1) the financial failure of any of our counterparties could reduce amounts available under committed credit facilities and adversely impact our ability toaccess cash deposited with any failed financial institution, thereby causing a default under one or more derivative contracts, and (2) tightening of the creditmarkets could adversely impact our ability to access debt financing on favorable terms, or at all. For additional information on our derivative contracts, seenote 7 to our consolidated financial statements included in Part II of this Annual Report on Form 10-K.The risks we would face in the event of a default by a counterparty to one of our derivative instruments might be eliminated or substantially mitigated ifwe were able to novate the relevant derivative contracts to a new counterparty following the default of our counterparty. While we anticipate that, in theevent of the insolvency of one of our derivative counterparties, we would seek to effect such novations, no assurance can be given that we would obtain thenecessary consents to do so or that we would be able to do so on terms or pricing that would be acceptable to us or that any such novation would not result insubstantial costs to us. Furthermore, the underlying risks that are the subject of the relevant derivative contracts would no longer be effectively hedged due tothe insolvency of our counterparty, unless and until we novate or replace the derivative contract.The liquidity and value of our interests in certain of our non-wholly owned subsidiaries, as well as the ability to make decisions related to theiroperations, may be adversely affected by shareholder agreements and similar agreements to which we are a party. We indirectly own equity interests in avariety of international video, broadband internet, telephony, mobile and other communications businesses. Certain of these equity interests, such as ourinterests in our consolidated subsidiaries, Liberty Puerto Rico, CWC Panama and CWC BTC, and our non-controlling interest in the Dutch JV, are heldpursuant to shareholder agreements, partnership agreements, joint venture agreements and other instruments and agreements that provide the terms of thegovernance of the subsidiaries as well as the ownership of such interests. These agreements contain provisions that affect the liquidity, and therefore therealizable value, of those interests by subjecting the transfer of such equity interests to consent rights or rights of first refusal of the other shareholders orpartners or similar restrictions on transfer. In certain cases, a change in control of the subsidiary holding the equity interest will give rise to rights or remediesexercisable by other shareholders or partners. All of these provisions will restrict the ability to sell those equity interests and may adversely affect the prices atwhich those interests may be sold. Additionally, these agreements contain provisions granting us and the other shareholders or partners certain liquidityrights as well as certain governance rights, for example, with respect to material matters, including but not limited to acquisitions, mergers, dispositions,shareholder distributions, incurrence of debt, large expenditures and issuances of equity interests, which may prevent the respective subsidiary from makingdecisions or taking actions that would protect or advance the interests of our company, and could even result in such subsidiary making decisions or takingactions that adversely impact our company. For instance, we and Searchlight each have certain liquidity rights in relation to Liberty Puerto Rico, includingSearchlight’s ability, after September 24, 2017 and so long as Searchlight owns at least 20% of Liberty Puerto Rico’s parent entities, to force a sale of LibertyPuerto Rico or its parent entities, subject to certain conditions, including among others, our right of first offer and our ability to stop a forced sale and insteadconduce a dividend recapitalization in which Searchlight would receive cash. Furthermore, our ability to access the cash of these non-wholly ownedsubsidiaries may be restricted in certain circumstances under the respective shareholder, joint venture, partnership or similar agreements (see Item 1A. RiskFactors, We may not freely access the cash of our operating companies).I-65We may not report net earnings. While we reported net earnings from continuing operations during 2016, we reported losses from continuing operationsof $1,049.5 million and $980.9 million during 2015 and 2014, respectively. In light of our historical financial performance, we cannot assure you that wewill report net earnings in the near future. Risks Related to Our Equity Capital StructureHolders of LiLAC Shares and Liberty Global Shares are shareholders of Liberty Global and are, therefore, subject to risks associated with aninvestment in our company as a whole, even if a holder does not own both LiLAC Shares and Liberty Global Shares. Even though we have attributed, forfinancial reporting purposes, all of our consolidated assets, liabilities, revenue, expenses and cash flows to either the LiLAC Group or the Liberty GlobalGroup in order to prepare the attributed financial information for each of those groups, we retain legal title to all of our assets and our capitalization does notlimit our legal responsibility, or that of our subsidiaries, for the liabilities included in any set of financial statement schedules. Holders of LiLAC Shares andLiberty Global Shares do not have any legal rights related to specific assets attributed to either group and, in any liquidation, holders of LiLAC Shares andLiberty Global Shares will be entitled to receive a pro rata share of our available net assets based on their respective numbers of liquidation units.Our board of directors’ ability to reattribute businesses, assets and liabilities between the Liberty Global Group and the LiLAC Group may make itdifficult to assess the future prospects of the LiLAC Group and/or the Liberty Global Group based on past performance. Our board of directors is vestedwith discretion to reattribute businesses, assets and liabilities that are attributed to either the Liberty Global Group or the LiLAC Group to the other group,without the approval of any of our shareholders. Any such reattribution made by our board of directors, as well as the existence of the right in and of itself toeffect a reattribution, may impact the ability of investors to assess the future prospects of either group, including liquidity and capital resource needs, basedon past performance. Shareholders may also have difficulty evaluating the liquidity and capital resources of one group based on past performance, as ourboard of directors may use the other group’s liquidity to fund such group’s liquidity and capital expenditure requirements through the use of inter-grouploans or other inter-group arrangements.We could be required to use assets attributed to one group to satisfy liabilities attributed to the other group. The assets attributed to the LiLAC Groupare potentially subject to the liabilities attributed to the Liberty Global Group, even if those liabilities arise from lawsuits, contracts or indebtedness that areattributed to the Liberty Global Group. While our proposed management and allocation policies provide that reattributions of assets between groups willresult in the creation of an inter-group loan or an inter-group interest or an offsetting reattribution of cash or other assets, no provision of our articles ofassociation prevents us from satisfying liabilities of the Liberty Global Group with assets of the LiLAC Group, and our creditors will not in any way belimited by our equity capital structure from proceeding against any assets they could have proceeded against if we did not have such a structure. Holders ofLiberty Global Shares may face similar considerations in that assets attributed to the Liberty Global Group may be required to be used to satisfy liabilitiesattributed to the LiLAC Group.The market price of the ordinary shares of each group may not reflect the performance of the respective group. We cannot assure you that the marketprice of the LiLAC Shares will, in fact, reflect the performance of the group of businesses, assets and liabilities attributed to the LiLAC Group. Holders ofLiLAC Shares are ordinary shareholders of our company as a whole and, as such, are subject to all risks (and many of the corresponding benefits) associatedwith an investment in our company and all of our businesses, assets and liabilities. As a result, the market price of each class of LiLAC Shares may be affectedby the performance or financial condition of our company as a whole. An adverse market reaction to events relating to the assets and businesses attributed tothe Liberty Global Group, such as earnings announcements or announcements of new products or services, acquisitions or dispositions that the market doesnot view favorably, may have an adverse effect on the market price of LiLAC Shares. Holders of Liberty Global Shares may face similar considerations in thatthe price of the Liberty Global Shares may not reflect the performance of the Liberty Global Group alone and may reflect the performance or financialcondition of our company as a whole.The market price of LiLAC Shares may be volatile, could fluctuate substantially and could be affected by factors that do not affect traditionalordinary shares. To the extent the market price of LiLAC Shares tracks the performance of more focused groups of businesses, assets and liabilities than theOld Liberty Global Shares did prior to the LiLAC Transaction, the market prices of any class of LiLAC Shares may be more volatile than the market price ofOld Liberty Global Shares historically was. The market price of LiLAC Shares could also be more sensitive to events or developments that are material onlyfor the LiLAC Group but would not be material for our company as a whole. The market price of LiLAC Shares may be materially affected by, among otherthings:•a potential discount that investors may apply because the LiLAC Shares are issued by a common enterprise, rather than a standalone company;•actual or anticipated fluctuations in the LiLAC Group’s operating results or in the operating results of particular companies attributable to thegroup;I-66•events or developments affecting the countries or regions in which the businesses attributed to the LiLAC Group operate;•potential acquisition activity in the LiLAC Group;•issuances of debt or equity securities to raise capital by us or the companies in which we invest and the manner in which that debt or the proceedsof an equity issuance are attributed to the LiLAC Group;•changes in financial estimates by securities analysts regarding the LiLAC Shares or the businesses attributed to the LiLAC Group;•the complex nature and the potential difficulties investors may have in understanding the terms of the LiLAC Shares, as well as concernsregarding the possible effect of certain of those terms on an investment in our shares;•the lack of market familiarity with tracking shares issued by an English publicly-traded company and of directly applicable legal precedent,given we are not aware of any other English publicly-traded company that has issued such shares; and•general market conditions.We have not historically paid any cash dividends, and we may not pay dividends equally or at all on any class of our ordinary shares. We do notpresently intend to pay cash dividends on any class of our ordinary shares for the foreseeable future. However, we have the right to pay dividends, effectsecurities distributions or make bonus issues on the shares of each of the Liberty Global Group and the LiLAC Group in equal or unequal amounts, and wemay pay dividends, effect securities distributions or make bonus issues on the shares of one group and not pay dividends, effect securities distributions ormake bonus issues on shares of the other group. In addition, any dividends or distributions on, or repurchases of, shares relating to either group will reduceour “distributable reserves” (defined as our accumulated, realized profits less accumulated, realized losses, as measured for U.K. statutory purposes) legallyavailable to be paid as dividends by our company under English law on any of our ordinary shares, including on the ordinary shares relating to the othergroup.The fiduciary requirements on our board of directors may in certain circumstances mean that our board of directors makes decisions that couldadversely affect only some holders of our shares or that have a disparate impact on holders of any of our shares. Our equity capital structure could give riseto occasions when the interests of holders of Liberty Global Shares might diverge or appear to diverge from the interests of holders of LiLAC Shares. TheLiberty Global Group and the LiLAC Group are not separate entities and thus holders of Liberty Global Shares and LiLAC Shares do not have the right toelect separate boards of directors. As a result, our company’s directors owe fiduciary duties under English law to our company as a whole as opposed to onlyparticular shareholders or groups of shareholders, provided that the board’s actions are not found to be unfairly prejudicial to a shareholder’s interests.Decisions deemed to promote the success of the company for the benefit of its shareholders as a whole or otherwise deemed to be in the best interest of ourcompany and all of our shareholders could be viewed as not being in the best interest of particular shareholders or groups of shareholders when consideredindependently. Examples include:•decisions as to the terms of any business relationships that may be created between the Liberty Global Group and the LiLAC Group or the termsof any reattributions of businesses, assets and liabilities between the groups;•decisions as to the allocation of consideration among the holders of Liberty Global Shares and LiLAC Shares, or among the classes of sharesrelating to either of our groups, to be received in connection with a scheme of arrangement involving our company;•decisions as to the allocation of corporate opportunities between the groups, especially where the opportunities might meet the strategic businessobjectives of both groups;•decisions as to operational and financial matters that could be considered detrimental to one group but beneficial to the other;•decisions resulting in the redesignation, or conversion, of LiLAC Shares into Liberty Global Shares or deferred shares;I-67•decisions regarding the creation of, and, if created, the subsequent increase or decrease of any inter-group interest or loan that one group mayhave in or to the other group;•decisions as to the internal or external financing attributable to businesses or assets attributed to either of our groups;•decisions as to the dispositions of assets of either of our groups; and•decisions as to the payment of dividends on the shares or share buybacks relating to either of our groups.Our directors’ or officers’ ownership of LiLAC Shares and Liberty Global Shares may create or appear to create conflicts of interest. If our directors orofficers own disproportionate interests (in percentage or value terms) in LiLAC Shares or Liberty Global Shares, that disparity could create or appear to createconflicts of interest when they are faced with decisions that could have different implications for the holders of LiLAC Shares or Liberty Global Shares.Our management and allocation policies give our board of directors significant discretion. Our board of directors has adopted, after shareholderapproval, certain management and allocation policies to serve as guidelines in making decisions regarding the relationships between the Liberty GlobalGroup and the LiLAC Group with respect to matters such as tax liabilities and benefits, inter-group loans, inter-group interests, attribution of assets, financingalternatives, corporate opportunities, payment of dividends and similar items. Our management and allocation policies give our board of directors significantdiscretion and are subject to change by the board of directors without further shareholder approval. Under these policies, the board of directors has discretionwith respect to the recognition or adjustment of inter-group interests that the Liberty Global Group may be treated as holding in the LiLAC Group. Theboard’s discretion also extends to determining if, how and to what extent such inter-group interests will be taken into account in connection with anydividend or other distribution on the LiLAC Shares, redesignation, or conversion, of LiLAC Shares or any other transaction affecting the LiLAC Shares. Inmaking such determination, our board of directors may consider any factor that it deems appropriate, including without limitation, the tax effects of anyevent or transaction or the use of tax benefits. All determinations made by our board of directors in this regard will be final and binding on all holders of ourordinary shares. The broad discretion that these policies accord our board of directors also extends to other matters, including how future corporateopportunities that may present themselves in Latin America, the Caribbean, Europe or elsewhere will be allocated between the LiLAC Group and the LibertyGlobal Group.Our board of directors may, in its sole discretion, elect to redesignate, or convert, all of the LiLAC Shares into Liberty Global Shares, therebychanging the nature of the investment of holders of LiLAC Shares and possibly diluting their economic interest in our company, which could result in aloss of value to them. Our articles of association permit our board of directors, in its sole discretion, to redesignate, or convert, all of the LiLAC Shares intoLiberty Global Shares. There is no current plan or intention to redesignate, or convert, the LiLAC Shares into Liberty Global Shares. Our board of directorsmay elect to exercise this authority at any time if it determines that such redesignation is in the best interests of the company and all of our shareholders. Thiscould occur, for example, if our board of directors determines that the aggregate equity valuation of our company would be increased by eliminating theseparate LiLAC Shares, or in connection with a sale or other strategic transaction. In addition, our board may determine to effect such redesignation inconnection with the sale of all or substantially all of the assets of the LiLAC Group. A redesignation would preclude the holders of LiLAC Shares fromretaining their investment in a security that is intended to reflect separately the performance of the LiLAC Group, and result in holders of Liberty GlobalShares having an investment that includes businesses, assets and liabilities that may not fit their investment objectives. We cannot predict the impact on themarket value of our shares of (1) our board of directors’ ability to effect any such redesignation or (2) the exercise of this redesignation right by our board ofdirectors. In addition, our board of directors may effect such a redesignation at a time when the market value of our shares could cause the holders of theLiLAC Shares to be disadvantaged.Under certain circumstances, including in connection with a distribution to holders of LiLAC Shares of securities of another corporation, we mayreduce the number of LiLAC Shares proportionally, thereby reducing the voting power and liquidity of such shares. Our articles of association permit us toreduce the number of LiLAC Shares in connection with certain transactions, including a distribution to holders of LiLAC Shares of securities of anothercorporation or a distribution to holders of LiLAC Shares following a disposition of the LiLAC Group. We expect that our board of directors would exercisethis authority, in its discretion, in connection with a distribution to holders of LiLAC Shares that would materially reduce the amount of assets attributed tothe LiLAC Group. The purpose of reducing the number of LiLAC Shares in this case would be to readjust the per share valuation and the aggregate votingpower of the LiLAC Shares to reflect the value of the assets attributed to the LiLAC Group following such transaction. Such reduction would further decreasethe aggregate voting power of the LiLAC Shares as compared to the Liberty Global Shares. We cannot predict the impact on the market value of LiLACShares of the possibility of any such reduction in the number of such shares, including any potential effects resulting from reduced liquidity of the remainingLiLAC Shares.I-68A third-party could acquire control of our company pursuant to an offer to acquire some or all of the Liberty Global Shares only, leaving holders ofLiLAC Shares as minority shareholders. An offer to acquire shares in our company may be structured such that the offer is made to acquire only the LibertyGlobal Shares. If such an acquisition of Liberty Global Shares is successful, this would result in the holders of the LiLAC Shares not sharing in any controlpremium paid to holders of the Liberty Global Shares. In that case, holders of LiLAC Shares would continue to be minority shareholders of a company with athird-party majority shareholder, with no ability to vote against such a change, participate in such offer or otherwise realize any control premium.Holders of Liberty Global Shares or LiLAC Shares may receive less consideration upon a sale of all or substantially all of the assets attributed to thatgroup than if that group were a separate company. We cannot assure you whether the per share consideration to be paid to holders of Liberty Global Sharesor LiLAC Shares in connection with a sale of all or substantially all of the assets of the Liberty Global Group or the LiLAC Group, as applicable, will be equalto or more than the per share value of that share prior to or after the announcement of such a sale. In addition, if the Liberty Global Group or the LiLAC Groupwere a separate, independent company and its shares were acquired by another person, certain costs of that sale, including corporate level or withholding orother cross-border taxes, might not be payable in connection with that acquisition. As a result, shareholders of a separate, independent company with thesame assets might receive a greater amount of proceeds than the holders of Liberty Global Shares or LiLAC Shares, as applicable, would receive upon a saleof all or substantially all of the assets attributed to such group. Further, there is no requirement that the consideration paid be tax-free to the holders ofthe shares relating to that group. Accordingly, if we sell all or substantially all of the assets attributed to the Liberty Global Group or the LiLAC Group, theholders of the Liberty Global Shares or LiLAC Shares, as applicable, could suffer a loss in the value of their investment in our company.Certain protections that our articles of association provide to holders of LiLAC Shares in connection with a sale of not less than 80% of the fairvalue of the assets of, or equity interests in, the LiLAC Group may not apply if we do not have sufficient distributable reserves or share premium availablefollowing such disposition. Our articles of association provide that in connection with a disposition of not less than 80% of the fair value of the assets of, orequity interests in, the LiLAC Group, subject to certain exempt dispositions, our board of directors will be required to distribute cash or other assets with afair value equal to the available net proceeds of such disposition to holders of LiLAC Shares (with or without a concurrent proportional reduction in thenumber of outstanding LiLAC Shares), redesignate, or convert, a portion of LiLAC Shares into Liberty Global Shares at a 10% premium, or do a combinationof the foregoing. However, our company’s ability to take any of such actions at the time may depend (and in the case of a dividend or other distribution, willdepend) on the availability of sufficient distributable reserves for the payment of a dividend or other distribution or sufficient share premium required for thecreation of additional shares. If sufficient distributable reserves or share premium are not available at the time of the disposition, our board of directors will bepermitted to effect the disposition without distributing an amount equal to the net proceeds of such disposition to holders of LiLAC Shares or redesignatingLiLAC Shares into Liberty Global Shares, subject to the board’s fiduciary duties.In the event of a liquidation of Liberty Global, neither holders of Liberty Global Shares nor holders of LiLAC Shares will have priority with respect tothe assets attributed to the respective group remaining for distribution to shareholders. Under our articles of association, upon Liberty Global’s liquidation,dissolution or winding up, holders of the LiLAC Shares will be entitled to receive, in respect of their respective shares, their proportionate interest in all ofLiberty Global’s assets, if any, remaining for distribution to holders of ordinary shares in proportion to their respective number of “liquidation units.”Pursuant to the terms of our articles of association, the liquidation units for each Liberty Global Share and each LiLAC Share are 1 and 0.94893, respectively.Hence, the assets to be distributed to a holder of LiLAC Shares upon a liquidation, dissolution or winding up of Liberty Global will not directly relate to thevalue of the assets attributed to the LiLAC Group and will not reflect changes in the relative value of the Liberty Global Group and the LiLAC Group overtime. Holders of the Liberty Global Shares may face similar considerations in the event of a liquidation in that any distribution to them upon a liquidation,dissolution or winding up may not directly relate to the value of the assets attributed to the Liberty Global Group and will not reflect changes to the relativevalues of the groups over time.Holders of LiLAC Shares have separate voting rights only on a limited set of matters and could be outvoted by holders of Liberty Global Shares on allother matters. Holders of Liberty Global Shares and LiLAC Shares vote together as a single class, except in certain limited circumstances prescribed by ourarticles of association or as required by English law. Each Class B ordinary share of each group has ten votes, and each Class A ordinary share of each grouphas one vote. Holders of Class C ordinary shares of each group have no voting rights at general meetings of the company or meetings of all of the sharesrelating to one group. When holders of Liberty Global Shares and LiLAC Shares vote together as a single class, holders having a majority of the votes (or75%, in the case of a vote requiring a special resolution) present and voting will be in a position to control the outcome of the vote even if the matterinvolves a conflict of interest among our shareholders or has a greater impact on one group than the other. As of February 10, 2017, holders of Liberty GlobalShares collectively directed approximately 84.0% of the aggregate voting power in our company, and holders of LiLAC Shares collectively directedapproximately 16.0% of the aggregate voting power in our company.I-69Our equity capital structure, as well as the fact that the LiLAC Group and the Liberty Global Group are not independent companies, may inhibit orprevent acquisition bids for either group and may make it difficult for a third-party to acquire us, even if doing so may be beneficial to our shareholders. Ifthe LiLAC Group and the Liberty Global Group were separate independent companies, any person interested in acquiring the LiLAC Group or the LibertyGlobal Group without negotiating with management could seek control of that group by obtaining control of its outstanding voting shares, by means of atender offer, or by means of a scheme of arrangement. Although we intend for the LiLAC Shares to reflect the separate economic performance of the LiLACGroup, neither the LiLAC Group nor the Liberty Global Group are separate entities, and a person interested in acquiring only one group without negotiatingwith our management could obtain control of that group only by obtaining control of a majority in voting power of all of the outstanding voting shares ofour company. The existence of shares, and different classes of shares, relating to different groups could present complexities and in certain circumstancespose obstacles, financial and otherwise, to an acquiring person that are not present in companies that do not have capital structures similar to ours.Other FactorsThe loss of certain key personnel could harm our business. We have experienced employees at both the corporate and operational levels who possesssubstantial knowledge of our business and operations. We cannot assure you that we will be successful in retaining their services or that we would besuccessful in hiring and training suitable replacements without undue costs or delays. As a result, the loss of any of these key employees could causesignificant disruptions in our business operations, which could materially adversely affect our results of operations.John C. Malone has significant voting power with respect to corporate matters considered by our shareholders. John C. Malone beneficially ownsoutstanding ordinary shares of Liberty Global representing 25.4% of our aggregate voting power as of February 10, 2017. By virtue of Mr. Malone’s votingpower in our company, as well as his position as Chairman of our board of directors, Mr. Malone may have significant influence over the outcome of anycorporate transaction or other matters submitted to our shareholders for approval. For example, under English law and our articles of association, certainmatters (including amendments to the articles of association) require the approval of 75% of the shareholders who vote (in person or by proxy) on therelevant resolution, and other certain corporate transactions or matters may require the approval of at least 75% of the outstanding shares of each class of ourordinary shares. Because Mr. Malone beneficially owns approximately 25.4% of our aggregate voting power and more than 75% of the outstanding Class Bordinary shares of each of the Liberty Global Group and the LiLAC Group, he has the ability to prevent the requisite approval threshold from being met eventhough the other shareholders may determine that such action or transaction is beneficial for the Company. Mr. Malone’s rights to vote or dispose of hisequity interests in our company are not subject to any restrictions in favor of us other than as may be required by applicable law and except for customarytransfer restrictions pursuant to equity award agreements.It may be difficult for a third-party to acquire us, even if doing so may be beneficial to our shareholders. Certain provisions of our articles ofassociation and of English law may discourage, delay, or prevent a change in control of our company that a shareholder may consider favorable. Theseprovisions include the following:•authorizing a capital structure with multiple classes of ordinary shares; two tracking groups, each with a Class B that entitles the holders to 10 votesper 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 theholders 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 thenumber 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 orschemes of arrangements; and•establishing advance notice requirements for nominations of candidates for election to our board of directors or for proposing matters that can beacted upon by shareholders at shareholder meetings. I-70Change in control provisions in our incentive plans and related award agreements or in executive employment agreements may also discourage, delay, orprevent a change in control of our company, even if such change of control would be in the best interests of our shareholders.The enforcement of civil liabilities against us may be more difficult. Because we are a public limited company incorporated under the laws of Englandand Wales, investors could experience more difficulty enforcing judgments obtained against us in U.S. courts than would currently be the case for U.S.judgments obtained against a U.S. company. It may also be more difficult (or impossible) to bring some types of claims against us in courts sitting in Englandthan it would be to bring similar claims against a U.S. company in a U.S. court. In particular, English law significantly limits the circumstances under whichshareholders of English companies may bring derivative actions. Under English law generally, only the Company can be the proper plaintiff in proceedingsin respect of wrongful acts committed against us. Our articles of association provide for the exclusive jurisdiction of the English courts for shareholderlawsuits against us or our directors.Item 1B. UNRESOLVED STAFF COMMENTSNone.Item 2. PROPERTIESDuring 2016, we leased our corporate offices in London, U.K., in Denver, Colorado, U.S. and in Amsterdam, the Netherlands. We also own our sub-seanetwork in the Caribbean. All of our other real or personal property is owned or leased by our subsidiaries and affiliates.Our subsidiaries and affiliates own or lease the fixed assets necessary for the operation of their respective businesses, including office space, transponderspace, headend facilities, rights of way, cable television and telecommunications distribution equipment, telecommunications switches, base stations, celltowers and customer premises equipment and other property necessary for their operations. The physical components of their broadband networks requiremaintenance and periodic upgrades to support the new services and products they introduce. Subject to these maintenance and upgrade activities, ourmanagement believes that our current facilities are suitable and adequate for our business operations for the foreseeable future.Item 3. LEGAL PROCEEDINGSFrom time to time, our subsidiaries and affiliates have become involved in litigation relating to claims arising out of their operations in the normalcourse of business. For additional information, see note 17 to our consolidated financial statements in Part II of this Annual Report on Form 10-K.Item 4. MINE SAFETY DISCLOSURESNot applicable.I-71PART IIItem 5.MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITYSECURITIESGeneralThe capitalized terms used in Part II of this Annual Report on Form 10-K are defined in the notes to our consolidated financial statements. In thefollowing text, the terms “we,” “our,” “our company” and “us” may refer, as the context requires, to Liberty Global or collectively to Liberty Global and itssubsidiaries.Market InformationOur share capital comprises Liberty Global Class A, Class B and Class C ordinary shares and LiLAC Class A, Class B and Class C ordinary shares. OurLiberty Global Class A, Class B and Class C and LiLAC Class A and Class C ordinary shares trade on the NASDAQ Global Select Market under the symbols“LBTYA,” “LBTYB,” “LBTYK,” “LILA” and “LILAK,” respectively, and our LiLAC Class B ordinary shares trade on the OTC Link under the symbol“LILAB.” The following table sets forth the range of high and low sales prices of Liberty Global Class A, Class B and Class C and LiLAC Class A, Class Band Class C ordinary shares for the periods indicated. Class A Class B Class C High Low High Low High LowLiberty Global Shares / Old Liberty Global Shares (a) (b): Year ended December 31, 2016 First quarter $33.66 $27.39 $43.54 $31.34 $35.18 $26.51Second quarter $34.69 $26.99 $40.42 $27.62 $33.69 $26.71Third quarter $34.43 $27.49 $36.51 $27.66 $33.40 $27.01Fourth quarter $34.19 $29.55 $37.52 $29.95 $33.06 $28.47 Year ended December 31, 2015 First quarter $55.63 $46.40 $54.85 $45.42 $53.38 $45.08Second quarter $58.48 $50.23 $56.81 $50.25 $54.41 $48.22Third quarter $54.47 $42.49 $56.70 $47.50 $51.10 $40.70Fourth quarter $46.40 $38.86 $47.09 $40.65 $44.54 $37.50 LiLAC Shares (a) (b): Year ended December 31, 2016 First quarter $39.10 $32.01 $39.98 $39.98 $41.30 $34.22Second quarter $41.17 $32.06 $55.00 $35.62 $42.98 $32.07Third quarter $36.27 $26.54 $35.62 $27.01 $36.67 $27.23Fourth quarter $28.38 $19.10 $28.80 $20.48 $28.74 $19.37 Year ended December 31, 2015 Third quarter $50.00 $32.25 $48.80 $34.00 $48.90 $32.25Fourth quarter $41.37 $33.00 $39.98 $34.38 $43.00 $33.83_______________(a)On July 1, 2015, in connection with the issuance of LiLAC Shares pursuant to the LiLAC Transaction, we reclassified our then outstanding OldLiberty Global Shares into corresponding classes of Liberty Global Shares. Consistent with the treatment of the LiLAC Transaction in our consolidatedfinancial statements, the share price information of Old Liberty Global Shares for periods prior to July 1, 2015 has not been retroactively revised.(b)On July 1, 2016, we completed the LiLAC Distribution. The share price information presented herein for periods prior to July 1, 2016 has not beenretroactively revised. Prices for LiLAC Class B ordinary shares reflect inter-dealer prices without retail mark-up, mark-down or actual transactionsII-1HoldersThe numbers of record holders of our ordinary shares as of February 10, 2017 are set forth below: Record Holders (a) Class A Class B Class C Liberty Global Shares580 9 667LiLAC Shares317 5 499_______________(a)Amounts do not include the number of shareholders whose shares are nominally held by banks, brokerage houses or other institutions, but includeeach such institution as one record holder.DividendsWe have not paid any cash dividends on any of our ordinary shares, and we have no present intention of doing so. Any future payment of cash dividendswill be determined by our board of directors in light of our earnings, financial condition and other relevant considerations including applicable laws inEngland and Wales. Except as noted below, there are currently no contractual restrictions on our ability to pay dividends in cash or shares. The creditfacilities to which certain of our subsidiaries are parties restrict our ability to access their cash for, among other things, our payment of cash dividends.Recent Sales of Unregistered Securities; Use of Proceeds from Registered SecuritiesNone. II-2Issuer Purchase of Equity SecuritiesThe following table sets forth information regarding our company’s purchase of its own equity securities during the three months ended December 31,2016: Total number ofshares repurchased Average pricepaid per share (a) Total number of sharesrepurchased as part ofpublicly-announcedprograms Valueof sharesthat mayyet berepurchasedunder theprogramsLiberty Global Shares: October 1, 2016 throughOctober 31, 2016 Class A: 3,067,300 Class A: $32.11 Class A: 3,067,300 (b) Class C: 1,099,100 Class C: $32.58 Class C: 1,099,100 (b) November 1, 2016 throughNovember 30, 2016 Class A: 2,846,800 Class A: $31.99 Class A: 2,846,800 (b) Class C: 1,572,300 Class C: $31.49 Class C: 1,572,300 (b) December 1, 2016 throughDecember 31, 2016 Class A: 786,800 Class A: $30.41 Class A: 786,800 (b) Class C: 5,184,900 Class C: $29.63 Class C: 5,184,900 (b) Total Liberty Global Shares —October 1, 2016 throughDecember 31, 2016 Class A: 6,700,900 Class A: $31.86 Class A: 6,700,900 (b) Class C: 7,856,300 Class C: $30.41 Class C: 7,856,300 (b)LiLAC Shares: November 1, 2016 throughNovember 30, 2016 Class A: 669,000 Class A: $20.61 Class A: 669,000 (c) Class C: — Class C: $— Class C: — (c) December 1, 2016 throughDecember 31, 2016 Class A: 51,800 Class A: $21.17 Class A: 51,800 (c) Class C: 313,647 Class C: $21.19 Class C: 313,647 (c) Total LiLAC Shares — October 1,2016 through December 31,2016 Class A: 720,800 Class A: $20.65 Class A: 720,800 (c) Class C: 313,647 Class C: $21.19 Class C: 313,647 (c)_______________ (a)Average price paid per share includes direct acquisition costs.(b)As of December 31, 2016, the remaining amount authorized for repurchases of Liberty Global Shares was $1,943.4 million. Subsequent toDecember 31, 2016, our board of directors increased the amount authorized under the share repurchase program for our Liberty Global Shares by $1.0billion.(c)As of December 31, 2016, the remaining amount authorized for repurchases of LiLAC Shares was $278.6 million.II-3Stock Performance GraphsThe following graph compares the changes in the cumulative total shareholder return on our Liberty Global Class A, Class B and Class C ordinary sharesfrom January 1, 2012 to December 31, 2016, to the change in the cumulative total return on the ICB 6500 Telecommunications and the Nasdaq USBenchmark TR Index (assuming reinvestment of dividends, where applicable). The performance presented below includes (i) the share prices of LibertyGlobal Inc’s Series A, Series B and Series C common stock prior to the June 7, 2013 acquisition of Virgin Media and (ii) the retrospective impact of the July1, 2015 LiLAC Transaction. The performance presented below for periods prior to July 1, 2016 has not been retroactively revised for the LiLAC Distribution.The graph assumes that $100 was invested on January 1, 2012. December 31, 2012 2013 2014 2015 2016 Liberty Global Shares - Class/Series A$153.45 $216.91 $235.36 $198.58 $143.40Liberty Global Shares - Class/Series B$152.80 $214.74 $237.59 $190.38 $147.29Liberty Global Shares - Class/Series C$148.66 $213.36 $240.06 $202.59 $147.59ICB 6500 Telecommunications$119.30 $135.29 $138.98 $143.98 $178.20Nasdaq US Benchmark TR Index$116.43 $155.41 $174.78 $175.62 $198.47II-4The following graph compares the changes in the cumulative total shareholder return on our LiLAC Class A, Class B and Class C ordinary shares fromJuly 2, 2015 (the day following the creation of the LiLAC Group tracking shares) to December 31, 2016, to the change in the cumulative total return on theICB 6500 Telecommunications and the Nasdaq US Benchmark TR Index (assuming reinvestment of dividends, where applicable). The performance presentedbelow for periods prior to July 1, 2016 has not been retroactively revised for the LiLAC Distribution. The graph assumes that $100 was invested on July 2,2015. September 30,2015 December 31,2015 March 31, 2016 June 30, 2016 September 30,2016 December 31,2016 LiLAC Shares - Class A $67.91 $83.29 $70.67 $65.03 $55.61 $44.27LiLAC Shares - Class B $69.67 $81.93 $81.93 $72.99 $59.02 $41.97LiLAC Shares - Class C $71.19 $89.40 $78.75 $67.55 $58.32 $44.01ICB 6500 Telecommunications $92.58 $99.06 $113.94 $122.43 $116.70 $122.61Nasdaq US Benchmark TR Index $92.22 $98.05 $99.02 $101.76 $106.27 $110.81II-5Item 6. SELECTED FINANCIAL DATAThe following tables present selected historical financial information of Liberty Global and its consolidated subsidiaries. The following selectedfinancial data was derived from our consolidated financial statements as of and for the years ended December 31, 2016, 2015, 2014, 2013 and 2012. Thisinformation is only a summary and should be read together with our Management’s Discussion and Analysis of Financial Condition and Results ofOperations and consolidated financial statements included elsewhere herein. December 31, 2016 2015 2014 2013 2012 in millionsSummary Balance Sheet Data (a): Investments $6,483.7 $2,839.6 $1,808.2 $3,491.2 $950.1Property and equipment, net $21,110.2 $21,684.0 $23,840.6 $23,974.9 $13,437.6Goodwill $23,366.3 $27,020.4 $29,001.6 $23,748.8 $13,877.6Total assets $68,684.1 $67,559.0 $72,496.4 $67,321.5 $38,046.1Debt and capital lease obligations, including current portion $43,558.7 $46,749.1 $45,813.5 $44,311.5 $27,262.9Total equity $14,732.0 $10,174.3 $14,116.0 $11,541.5 $2,085.1 Year ended December 31, 2016 2015 2014 2013 2012 in millions, except per share amountsSummary Statement of Operations Data (a): Revenue $20,008.8 $18,280.0 $18,248.3 $14,474.2 $9,930.8Operating income $2,801.3 $2,349.2 $2,228.2 $2,012.1 $1,983.1Earnings (loss) from continuing operations (b) $1,767.3 $(1,049.5) $(980.9) $(882.0) $(583.9)Earnings (loss) from continuing operations attributable toLiberty Global shareholders $1,705.3 $(1,152.5) $(1,028.5) $(937.6) $(623.7)Basic earnings (loss) from continuing operationsattributable to Liberty Global shareholders per share: Liberty Global Shares (c) $2.18 $(0.19) LiLAC Shares (c) $(2.13) $0.39 Old Liberty Global Shares (d) $(1.13) $(1.29) $(1.39) $(1.17)Diluted earnings (loss) from continuing operationsattributable to Liberty Global shareholders per share: Liberty Global Shares (c) $2.16 $(0.19) LiLAC Shares (c) $(2.13) $0.39 Old Liberty Global Shares (d) $(1.13) $(1.29) $(1.39) $(1.17)_______________(a)We acquired CWC on May 16, 2016, BASE on February 11, 2016, Choice on June 3, 2015, Ziggo on November 11, 2014, Virgin Media on June 7,2013 and OneLink on November 8, 2012. We also completed a number of less significant acquisitions during the years presented. On December 31,2016, we completed the Dutch JV Transaction, pursuant to which we contributed Ziggo Group Holding to the Dutch JV. We sold the ChellomediaDisposal Group on January 31, 2014 and Austar United Communications Limited (Austar) on May 23, 2012. Accordingly, our summary statement ofoperations data presents the Chellomedia Disposal Group and Austar as discontinued operations during the applicable periods. For informationregarding (i) our acquisitions and (ii) the Dutch JV Transaction and our discontinued operation during the past three years, see notes 4 and 5,respectively, to our consolidated financial statements.II-6(b)Includes earnings from continuing operations attributable to noncontrolling interests of $62.0 million, $103.0 million, $47.6 million, $55.6 millionand $39.8 million, respectively.(c)The amounts presented for 2015 relate to the period from July 1, 2015 through December 31, 2015.(d)The amount presented for 2015 relates to the period from January 1, 2015 through June 30, 2015.II-7Item 7.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSThe following discussion and analysis, which should be read in conjunction with our consolidated financial statements, is intended to assist in providingan understanding of our results of operations and financial condition and is organized as follows:•Overview. This section provides a general description of our business and recent events.•Results of Operations. This section provides an analysis of our results of operations for the years ended December 31, 2016, 2015 and 2014.•Liquidity and Capital Resources. This section provides an analysis of our corporate and subsidiary liquidity, consolidated statements of cash flowsand contractual commitments.•Critical Accounting Policies, Judgments and Estimates. This section discusses those material accounting policies that involve uncertainties andrequire significant judgment in their application.•Quantitative and Qualitative Disclosures about Market Risk. This section provides discussion and analysis of the foreign currency, interest rate andother market risk that our company faces.Unless otherwise indicated, convenience translations into U.S. dollars are calculated, and operational data (including subscriber statistics) is presented,as of December 31, 2016.OverviewGeneralWe are an international provider of video, broadband internet, fixed-line telephony and mobile services, with consolidated operations at December 31,2016 in more than 30 countries. We provide residential and B2B services in (i) the U.K. and Ireland through Virgin Media, (ii) Germany through Unitymedia,(iii) Belgium through Telenet and (iv) seven other European countries through UPC Holding. In addition, through the December 31, 2016 completion of theDutch JV Transaction, we provided residential and B2B services in the Netherlands through Ziggo Group Holding. The operations of Virgin Media,Unitymedia, Telenet, UPC Holding and, through December 31, 2016, Ziggo Group Holding are collectively referred to herein as the “European Division.” Inaddition, we provide residential and B2B services in (a) 18 countries, predominantly in Latin America and the Caribbean, through CWC, (b) Chile throughVTR and (c) Puerto Rico through Liberty Puerto Rico. CWC also provides (1) B2B services in certain other countries in Latin America and the Caribbean and(2) wholesale services over its sub-sea and terrestrial networks that connect over 30 markets in that region. The operations of CWC, VTR and Liberty PuertoRico are collectively referred to herein as the “LiLAC Division.” In the following discussion and analysis, the term “LiLAC Group” refers to our operations inLatin American and the Caribbean, and the term “Liberty Global Group” refers to our operations not attributed to the LiLAC Group. For additionalinformation regarding the Liberty Global Group and the LiLAC Group, see note 1 to our consolidated financial statements.OperationsAt December 31, 2016, we owned and operated networks that passed 50,019,900 homes and served 50,159,700 revenue generating units (RGUs),consisting of 20,198,100 video subscribers, 16,357,500 broadband internet subscribers and 13,604,100 fixed-line telephony subscribers. In addition, atDecember 31, 2016, we served 10,256,800 mobile subscribers.II-8The following table provides details of our organic RGU and mobile subscriber changes for the years indicated. The subscriber data provided belowexcludes the effect of acquisitions (RGUs and mobile subscribers added on the acquisition date) and other non-organic adjustments, but includes post-acquisition date RGU and mobile subscriber additions or losses. Year ended December 31, 2016 (a) 2015 2014Organic RGU additions (losses): Video: Basic (511,600) (606,100) (674,100)Enhanced 233,000 175,700 454,600DTH 13,300 46,100 4,400Total video (265,300) (384,300) (215,100)Broadband internet 821,800 734,000 905,000Fixed-line telephony 483,600 528,300 597,300Total organic RGU additions 1,040,100 878,000 1,287,200 Organic mobile subscriber additions (losses): Prepaid (230,900) 464,300 (173,700)Postpaid 435,200 (196,700) 510,200Total organic mobile subscriber additions 204,300 267,600 336,500_______________(a)Includes organic changes of Ziggo Group Holding through the December 31, 2016 completion of the Dutch JV Transaction.Video services. We provide video services in most of our residential markets and, for most of our customers, we have enhanced our video offerings withvarious products that enable such customers to control when they watch their programming. These products range from digital video recorders to multimediahome gateway systems capable of distributing video, voice and data content throughout the home and to multiple devices.Broadband internet services. In all of our broadband communications markets, we offer multiple tiers of broadband internet service with availablemaximum download speeds as high as 500 Mbps or more depending on location. We continue to invest in new technologies that allow us to increase theinternet speeds we offer to our customers.Fixed-line telephony services. We offer fixed-line telephony services in substantially all of our broadband communications markets, via either voice-over-internet-protocol or “VoIP” technology or circuit-switched telephony, depending on location.Mobile services. We offer voice and data mobile services through MVNO networks or our own networks in most of our broadband communicationsmarkets. We offer mobile services as an MVNO over third-party networks in the U.K., Germany, Belgium, Switzerland, Austria, Ireland, Hungary and Chile.Following the February 2016 acquisition of BASE, Telenet became a mobile network provider in Belgium and plans to migrate its mobile subscribers to theBASE network prior to the termination of its MVNO agreement at the end of 2018. We are a mobile network provider in Panama and many Caribbeanmarkets, including the Bahamas and Jamaica.B2B services. Most of our operations also provide B2B services, including voice, broadband internet, data, video, wireless and cloud services.For additional information regarding the details of our products and services, see Item 1. Business included in Part I of this Annual Report on Form 10-K.Strategy and management focusFrom a strategic perspective, we are seeking to build broadband communications and mobile businesses that have strong prospects for future growth. Asdiscussed further under Liquidity and Capital Resources — Capitalization below, we also seek to maintain our debt at levels that provide for attractiveequity returns without assuming undue risk.II-9We strive to achieve organic revenue and customer growth in our operations by developing and marketing bundled entertainment and information andcommunications services, and extending and upgrading the quality of our networks where appropriate. As we use the term, organic growth excludes foreigncurrency translation effects (FX) and the estimated impact of acquisitions. While we seek to increase our customer base, we also seek to maximize the averagerevenue we receive from each household by increasing the penetration of our digital video, broadband internet, fixed-line telephony and mobile serviceswith existing customers through product bundling and upselling.During 2015, we initiated a network extension program in the U.K., which was subsequently expanded to include Ireland. During 2016, we initiatednetwork extension programs in Central and Eastern Europe, Germany, Chile and certain other markets. We collectively refer to these network extensionprograms as the “Network Extensions.” The Network Extensions will be completed in phases with priority given to the most accretive expansionopportunities. During 2015 and 2016, we connected approximately 715,000 homes and commercial premises to Virgin Media’s two-way network (includingtechnical upgrades in the U.K.). During 2016, we connected approximately one million homes and commercial premises (including upgrades in Germany andChile) to our two-way networks in the other markets mentioned above. Pursuant to the Network Extensions, we expect in 2017 to (i) connect approximately1.4 million additional homes and commercial premises (excluding upgrades) to our two-way networks attributed to the Liberty Global Group and (ii) connector upgrade approximately 450,000 additional homes and commercial premises to our two-way networks attributed to the LiLAC Group. Depending on avariety of factors, including the financial and operational results of the programs, the Network Extensions may be continued, modified or cancelled at ourdiscretion.The capital costs associated with the Network Extensions, which include the costs to build out the networks and the purchase and installation of relatedcustomer premises equipment, are expected to be significant. For information regarding our expectations with regard to the percentage of revenue representedby the property and equipment additions of the Liberty Global Group and the LiLAC Group during 2017, see Liquidity and Capital Resources —Consolidated Statements of Cash Flows below.During 2015, we initiated our “Liberty Go” program, which is a comprehensive plan to drive top-line growth while maintaining tight cost controls. TheLiberty Go program seeks to capitalize on revenue opportunities associated with the Network Extensions, mobile and B2B, together with the realization ofgreater efficiencies by leveraging our scale more effectively. Underpinning this program is a commitment to customer centricity, which we believe is key tosucceeding in an ever more demanding consumer market. We expect this program to continue through 2018 and that the successful implementation ofLiberty Go will lead to consolidated organic growth rates for revenue and Adjusted OIBDA that are meaningfully higher than our recent consolidated organicgrowth rates.Our assessment of the impacts of the Liberty Go program and the Network Extensions are subject to competitive, economic, regulatory and other factorsoutside of our control and no assurance can be given that we will be successful in delivering growth rates that are meaningfully higher than our recentconsolidated organic growth rates for revenue and Adjusted OIBDA.Competition and other external factorsWe are experiencing significant competition from incumbent telecommunications operators, DTH operators and/or other providers in all of our markets.In the Bahamas, where CWC previously was the only provider of mobile services, competition has increased significantly due to the commercial launch ofmobile services by a competitor during the fourth quarter of 2016. In addition, two new fixed-line competitors have entered the market in Trinidad andTobago. In certain of its markets, CWC is also experiencing increased regulatory intervention that would, if implemented, facilitate increased competition.For additional information regarding the competition we face, see Item 1. Business - Competition and - Regulatory Matters included in Part I of this AnnualReport on Form 10-K. This significant competition, together with macroeconomic factors, has adversely impacted our revenue, RGUs and/or average monthlysubscription revenue per average cable RGU or mobile subscriber, as applicable (ARPU), particularly in the Netherlands, Barbados, the Bahamas andTrinidad and Tobago. For additional information regarding the revenue impact of changes in the RGUs and ARPU of our reportable segments, see Discussionand Analysis of our Reportable Segments below.In addition to competition, our operations are subject to macroeconomic, political and other risks that are outside of our control. On June 23, 2016, theU.K. held a referendum in which U.K. citizens voted in favor of, on an advisory basis, an exit from the E.U. commonly referred to as “Brexit.” The terms ofany withdrawal are subject to a negotiation period that could last at least two years after the British government formally initiates a withdrawal processpursuant to Article 50 of the Treaty on Europe. The British government has indicated that it plans to commence negotiations to determine the terms of theU.K.’s withdrawal from the E.U. by the end of March 2017. A withdrawal could, among other outcomes, disrupt the free movement of goods, services, peopleand capital between the U.K. and the E.U., undermine bilateral cooperation in key geographic areas and significantly disrupt trade between the U.K. and theE.U. or other nations (including the U.S.) as the U.K. pursues independent trade relations. The initial impact of the announcement of Brexit caused significantvolatility in global stock markets, including in the prices of ourII-10shares. In addition, the U.S. dollar has significantly strengthened against the British pound sterling during the period following Brexit. The effects of Brexitcould adversely affect our business, results of operations, financial condition and liquidity.In early October 2016, our fixed-line and mobile networks in the Bahamas suffered extensive damage as a result of Hurricane Matthew. Although manyof our customers experienced significant outages as a result of Hurricane Matthew, service to the majority of our fixed-line and mobile subscribers has nowbeen restored. We estimate that Hurricane Matthew resulted in reductions to our revenue and Adjusted OIBDA in the Bahamas during the fourth quarter of2016 of $2 million and $4 million, respectively. In addition, we estimate that property and equipment additions required to repair our fixed-line and mobilenetworks in the Bahamas will aggregate up to $40 million, of which $22 million was incurred during the fourth quarter of 2016. Although we expect theadverse impacts on our revenue and Adjusted OIBDA from Hurricane Matthew to continue during 2017, we expect these impacts to progressively declineover the course of the year. Although we have property and business interruption insurance that we expect will cover a significant portion of our HurricaneMatthew losses, no assurance can be given as to the amount and timing of the insurance proceeds that we will ultimately recover.We are facing a challenging economic environment in Puerto Rico due in part to the government’s liquidity issues. In this regard, the Puerto Ricogovernment failed to make significant portions of its scheduled debt payments during 2016. Although the Puerto Rico government has implemented taxincreases and other measures to improve its solvency and the U.S. has implemented legislation designed to help manage Puerto Rico’s debt crisis, it remainspossible, if not likely, that Puerto Rico will be required to restructure its debt obligations. If the fiscal and economic conditions in Puerto Rico were toworsen, the population of Puerto Rico could continue to decline and the demand and ability of customers to pay for Liberty Puerto Rico’s services could beimpaired, both of which could have a negative impact on Liberty Puerto Rico’s results of operations, cash flows and financial condition.In addition, high levels of sovereign debt in the U.S. and several countries in which we operate, combined with weak growth and high unemployment,could potentially lead to fiscal reforms (including austerity measures), tax increases, sovereign debt restructurings, currency instability, increasedcounterparty credit risk, high levels of volatility and disruptions in the credit and equity markets, as well as other outcomes that might adversely impact ourcompany. The occurrence of any of these events, especially within the eurozone countries given our significant exposure to the euro and pound sterling,could have an adverse impact on, among other matters, our liquidity and cash flows.Results of OperationsWe have completed a number of transactions that impact the comparability of our 2016, 2015 and 2014 results of operations, including the CWCAcquisition on May 16, 2016, the BASE Acquisition on February 11, 2016, the Choice Acquisition on June 3, 2015, the Ziggo Acquisition on November 11,2014 and a number of less significant acquisitions during 2016, 2015 and 2014.On December 31, 2016, we completed the Dutch JV Transaction, whereby we contributed Ziggo Group Holding and its subsidiaries (including ZiggoSport) to the Dutch JV. Accordingly, our results of operations include the operations of Ziggo Group Holding and its subsidiaries for all periods presentedwhile our December 31, 2016 consolidated balance sheet excludes such entities. In our segment presentation, Ziggo Group Holding (exclusive of ZiggoSport, which became a subsidiary of Ziggo Group Holding in October 2016) is separately reported as “The Netherlands” and Ziggo Sport is included in our“Corporate and Other” category. For additional information regarding the Dutch JV Transaction, see note 5 to our consolidated financial statements.For further information regarding our pending and completed acquisitions, see note 4 to our consolidated financial statements.In the following discussion, we quantify the estimated impact of acquisitions (the Acquisition Impact) on our operating results. The Acquisition Impactrepresents our estimate of the difference between the operating results of the periods under comparison that is attributable to an acquisition. In general, webase our estimate of the Acquisition Impact on an acquired entity’s operating results during the first three to six months following the acquisition date, asadjusted to remove integration costs and any other material unusual or nonoperational items, such that changes from those operating results in subsequentperiods are considered to be organic changes. Accordingly, in the following discussion, (i) variances attributed to an acquired entity during the first 12months following the acquisition date represent differences between the Acquisition Impact and the actual results and (ii) the calculation of our organicgrowth percentages includes the organic growth of an acquired entity relative to the Acquisition Impact of such entity. During 2016, we changed how wecalculate our organic growth percentages to include the Acquisition Impact in the denominator of the calculation, as this methodology takes into account thesize of the acquired entity's operations relative to our existing operations. This change has been reflected retroactively for all periods presented herein.Notwithstanding the above and due largely to the fact that CWC represents a new reportable segment, we have excluded all of CWC’s operating results(excluding $9.9 million of integration costs that are included in the organic change for SG&A expenses and Adjusted OIBDA) for the period from the May16, 2016 acquisition date through December 31, 2016 from the calculation of organic growth.II-11Changes in foreign currency exchange rates have a significant impact on our reported operating results as all of our operating segments, except for CWCand Puerto Rico, have functional currencies other than the U.S. dollar. Our primary exposure to FX risk during the three months ended December 31, 2016was to the euro and British pound sterling as 43.2% and 27.5% of our reported revenue during the period was derived from subsidiaries whose functionalcurrencies are the euro and British pound sterling, respectively. In addition, our reported operating results are impacted by changes in the exchange rates forother local currencies in Europe, the Caribbean and Latin America. The portions of the changes in the various components of our results of operations that areattributable to changes in FX are highlighted under Discussion and Analysis of our Reportable Segments and Discussion and Analysis of our ConsolidatedOperating Results below. For information concerning our foreign currency risks and the applicable foreign currency exchange rates in effect for the periodscovered by this Annual Report on Form 10-K, see Quantitative and Qualitative Disclosures about Market Risk — Foreign Currency Risk below.The amounts presented and discussed below represent 100% of each reportable segment’s revenue and Adjusted OIBDA. As we have the ability tocontrol Telenet, Liberty Puerto Rico and certain subsidiaries of CWC that are not wholly owned, we consolidate 100% of the revenue and expenses of theseentities in our consolidated statements of operations despite the fact that third parties own significant interests in these entities. The noncontrolling owners’interests in the operating results of Telenet, Liberty Puerto Rico, certain subsidiaries of CWC and other less significant majority-owned subsidiaries arereflected in net earnings or loss attributable to noncontrolling interests in our consolidated statements of operations.II-12Discussion and Analysis of our Reportable SegmentsGeneralAll of the reportable segments set forth below derive their revenue primarily from (i) broadband communications services, including video, broadbandinternet and fixed-line telephony services, (ii) B2B services and (iii) with the exception of Puerto Rico, mobile services. For detailed information regardingthe composition of our reportable segments, see note 18 to our consolidated financial statements.The tables presented below in this section provide a separate analysis of each of the line items that comprise Adjusted OIBDA, as further discussed innote 18 to our consolidated financial statements, as well as an analysis of Adjusted OIBDA by reportable segment for (i) 2016, as compared to 2015, and (ii)2015, as compared to 2014. These tables present (a) the amounts reported by each of our reportable segments for the current and comparative periods, (b) thereported U.S. dollar change and percentage change from period to period and (c) the organic U.S. dollar change and percentage change from period to period(percentage change after removing FX and the estimated impacts of acquisitions and dispositions). The comparisons that exclude FX assume that exchangerates remained constant at the prior year rate during the comparative periods that are included in each table. As discussed under Quantitative and QualitativeDisclosures about Market Risk — Foreign Currency Risk below, we have significant exposure to movements in foreign currency exchange rates. We alsoprovide a table showing the Adjusted OIBDA margins of our reportable segments for 2016, 2015 and 2014 at the end of this section.The revenue of our reportable segments includes revenue earned from (i) subscribers to our broadband communication and other fixed-line and DTHservices (collectively referred to herein as “cable subscription revenue”) and our mobile services and (ii) B2B services, interconnect fees, mobile handsetsales, channel carriage fees, installation fees, late fees and advertising revenue. Consistent with the presentation of our revenue categories in note 18 to ourconsolidated financial statements, we use the term “subscription revenue” in the following discussion to refer to amounts received from subscribers forongoing services, excluding installation fees and late fees. In the following tables, mobile subscription revenue excludes the related interconnect revenue.Most of our revenue is derived from jurisdictions that administer VAT or similar revenue-based taxes. Any increases in these taxes could have an adverseimpact on our ability to maintain or increase our revenue to the extent that we are unable to pass such tax increases on to our customers. In the case ofrevenue-based taxes for which we are the ultimate taxpayer, we will also experience increases in our operating costs and expenses and corresponding declinesin our Adjusted OIBDA and Adjusted OIBDA margins to the extent of any such tax increases.We pay interconnection fees to other telephony providers when calls or text messages from our subscribers terminate on another network, and we receivesimilar fees from such providers when calls or text messages from their customers terminate on our networks or networks that we access through MVNO orother arrangements. The amounts we charge and incur with respect to fixed-line telephony and mobile interconnection fees are subject to regulatoryoversight in many of our markets. To the extent that regulatory authorities introduce fixed-line or mobile termination rate changes, we would experienceprospective changes and, in very limited cases, we could experience retroactive changes in our interconnect revenue and/or costs. The ultimate impact of anysuch changes in termination rates on our Adjusted OIBDA would be dependent on the call or text messaging patterns that are subject to the changedtermination rates.II-13Revenue of our Reportable SegmentsRevenue — 2016 compared to 2015 Year ended December 31, Increase (decrease) Organicincrease (decrease) 2016 2015 $ % $ % in millions, except percentagesLiberty Global Group: European Division: U.K./Ireland$6,508.8 $7,058.7 $(549.9) (7.8) $195.5 2.8Belgium (a)2,691.1 2,021.0 670.1 33.2 97.8 3.8The Netherlands2,690.8 2,745.3 (54.5) (2.0) (45.9) (1.7)Germany2,539.7 2,399.5 140.2 5.8 148.4 6.2Switzerland/Austria1,755.6 1,758.2 (2.6) (0.1) 29.1 1.7Total Western Europe16,186.0 15,982.7 203.3 1.3 424.9 2.6Central and Eastern Europe1,088.4 1,066.6 21.8 2.0 40.2 3.8Central and other(8.0) (5.4) (2.6) (48.1) (2.9) (53.4)Total European Division17,266.4 17,043.9 222.5 1.3 462.2 2.6Corporate and other66.7 42.3 24.4 N.M. 36.9 N.M.Intersegment eliminations(48.1) (23.5) (24.6) N.M. (24.8) N.M.Total Liberty Global Group17,285.0 17,062.7 222.3 1.3 474.3 2.7LiLAC Group: LiLAC Division: CWC (b)1,444.8 — 1,444.8 N.M. — —Chile859.5 838.1 21.4 2.6 50.6 6.0Puerto Rico (c)420.8 379.2 41.6 11.0 4.0 1.0Total LiLAC Division2,725.1 1,217.3 1,507.8 123.9 54.6 2.0Intersegment eliminations(1.3) — (1.3) N.M. (1.3) N.M.Total LiLAC Group2,723.8 1,217.3 1,506.5 123.8 53.3 2.0Total$20,008.8 $18,280.0 $1,728.8 9.5 $527.6 2.6_______________(a)The amount presented for 2016 includes the post-acquisition revenue of BASE, which was acquired on February 11, 2016.(b)The amount presented for 2016 reflects the post-acquisition revenue of CWC, which was acquired on May 16, 2016.(c)The amount presented for 2015 excludes the pre-acquisition revenue of Choice, which was acquired on June 3, 2015.N.M. — Not Meaningful.General. While not specifically discussed in the below explanations of the changes in the revenue of our reportable segments, we are experiencingsignificant competition in all of our markets. This competition has an adverse impact on our ability to increase or maintain our RGUs and/or ARPU.Variances in the subscription revenue that we receive from our customers are a function of (i) changes in the number of RGUs or mobile subscribersoutstanding during the period and (ii) changes in ARPU. Changes in ARPU can be attributable to (a) changes in prices, (b) changes in bundling orpromotional discounts, (c) changes in the tier of services selected, (d) variances in subscriber usage patterns and (e) the overall mix of cable and mobileproducts during the period. In the following discussion, we discuss ARPU changes in terms of the net impact of the above factors on the ARPU that is derivedfrom our video, broadband internet, fixed-line telephony and mobile products.II-14U.K./Ireland. The decrease in U.K./Ireland’s revenue during 2016, as compared to 2015, includes (i) an organic increase of $195.5 million or 2.8%, (ii)the impact of acquisitions, (iii) the impact of disposals and (iv) the impact of FX, as set forth below: Subscriptionrevenue Non-subscriptionrevenue Total in millionsIncrease in cable subscription revenue due to change in: Average number of RGUs (a)$105.0 $— $105.0ARPU (b)70.0 — 70.0Total increase in cable subscription revenue175.0 — 175.0Decrease in mobile subscription revenue (c)(68.0) — (68.0)Total increase in subscription revenue107.0 — 107.0Increase in B2B revenue (d)— 16.4 16.4Increase in other revenue (e)— 72.1 72.1Total organic increase107.0 88.5 195.5Impact of acquisitions— 50.6 50.6Impact of disposals (f)(11.8) (5.8) (17.6)Impact of FX(616.7) (161.7) (778.4)Total$(521.5) $(28.4) $(549.9)_______________(a)The increase in cable subscription revenue related to a change in the average number of RGUs is attributable to the net effect of (i) an increase in theaverage number of broadband internet RGUs in the U.K., (ii) an increase in the average number of fixed-line telephony RGUs and (iii) declines in theaverage number of enhanced video RGUs and, to a much lesser extent, the average number of basic video RGUs in Ireland.(b)The increase in cable subscription revenue related to a change in ARPU is primarily attributable to the net effect of (i) a net increase primarily due to(a) higher ARPU from broadband internet services, (b) lower ARPU from fixed-line telephony services in the U.K., (c) lower ARPU resulting from theimpact of a change in the regulations governing payment handling fees that Virgin Media charges to its customers in the U.K., which reduced revenueby $29.4 million, and (d) higher ARPU from video services, as an increase in the U.K. was only partially offset by a decrease in Ireland, and (ii) anadverse change in RGU mix.(c)The decrease in mobile subscription revenue relates to the net effect of (i) lower ARPU in the U.K., including a decline of $105.3 million in postpaidmobile services revenue associated with the U.K. Split-contract Program, (ii) an increase in the average number of mobile subscribers, as an increase inthe average number of postpaid mobile subscribers more than offset the decrease in the average number of prepaid mobile subscribers in the U.K., and(iii) a decrease in revenue due to the impact of a $4.2 million favorable adjustment to VAT recorded during the fourth quarter of 2015. For additionalinformation regarding Split-contract Programs, see note 3 to our consolidated financial statements.(d)The increase in B2B revenue is primarily due to the net effect of (i) an increase in data revenue, primarily attributable to (a) higher volumes and (b) anincrease of $13.1 million in the U.K.’s amortization of deferred upfront fees on B2B contracts, (ii) lower voice revenue in the U.K., primarilyattributable to (1) a decrease in revenue due to the impact of a $17.4 million favorable adjustment recorded during the fourth quarter of 2015 related tothe settlement of disputes with mobile operators over amounts charged for voice traffic, including $15.6 million related to years prior to 2015, (2) adecline in usage and (3) lower wholesale revenue, and (iii) an increase in low-margin equipment sales in the U.K.(e)The increase in other revenue is primarily due to the net effect of (i) an increase in mobile handset sales, primarily attributable to an increase of $63.5million associated with the U.K. Split-contract Program, (ii) a decrease in interconnect revenue in the U.K. of $17.0 million, primarily due to (a) adecline in mobile short message service (SMS) termination volumes and (b) lower fixed-line telephony termination volumes, (iii) an increase inbroadcasting revenue in Ireland and (iv) an increase in installation revenue in the U.K. The increase in revenue from the U.K. Split-contract Program isdue to the net effect of (1) increased volume and (2) lower average revenue per handset sold.II-15(f)Represents the estimated impact of (i) the multi-channel multi-point (microwave) distribution system subscribers in Ireland that have disconnectedsince we announced the switch-off of this service effective April 2016 and (ii) the non-cable subscribers in the U.K. that we sold in the fourth quarter of2014 (the U.K. Non-Cable Disposal). The non-cable subscribers were migrated to a third party during the first nine months of 2015.For information concerning certain regulatory developments that could have an adverse impact on our revenue in the U.K., see note 17 to ourconsolidated financial statements.Belgium. The increase in Belgium’s revenue during 2016, as compared to 2015, includes (i) an organic increase of $97.8 million or 3.8%, (ii) the impactof the BASE Acquisition and (iii) the impact of FX, as set forth below: Subscriptionrevenue Non-subscriptionrevenue Total in millionsIncrease in cable subscription revenue due to change in: Average number of RGUs (a)$19.5 $— $19.5ARPU (b)44.1 — 44.1Total increase in cable subscription revenue63.6 — 63.6Increase in mobile subscription revenue (c)14.4 — 14.4Total increase in subscription revenue78.0 — 78.0Increase in B2B revenue (d)— 6.7 6.7Increase in other revenue (e)— 13.1 13.1Total organic increase78.0 19.8 97.8Impact of the BASE Acquisition348.8 230.7 579.5Impact of FX(5.6) (1.6) (7.2)Total$421.2 $248.9 $670.1_______________(a)The increase in cable subscription revenue related to a change in the average number of RGUs is attributable to increases in the average numbers offixed-line telephony, broadband internet and enhanced video RGUs that were only partially offset by a decline in the average number of basic videoRGUs.(b)The increase in cable subscription revenue related to a change in ARPU is attributable to (i) higher ARPU from video, broadband internet and fixed-line telephony services and (ii) an improvement in RGU mix.(c)The increase in mobile subscription revenue is due to the net effect of (i) an increase in the average number of postpaid mobile subscribers and (ii)lower ARPU, primarily due to (a) a decline of $12.4 million in mobile services revenue due to the June 2015 introduction of a Split-contract Programand (b) a decline in usage.(d)The increase in B2B revenue is largely due to the net impact of (i) higher revenue from information technology security services and relatedequipment sales, (ii) lower revenue from mobile services and (iii) higher revenue from data services.(e)The increase in other revenue is primarily due to (i) an increase of $6.5 million in mobile handset sales, (ii) an increase in set-top box sales, (iii) anincrease in tablet sales and (iv) an increase in mobile interconnect revenue due to the net effect of (a) growth in mobile call volumes and (b) lower SMSusage. The increase in Belgium’s mobile handset sales, which typically generate relatively low or negative margins, include the net impact of (1) anincrease of $11.4 million in non-subsidized handset sales, including an increase of $5.3 million associated with the June 2015 introduction of a Split-contract Program, and (2) a net decrease of $4.9 million in other handset sales.Certain recent governmental actions in Belgium require that purchasers of prepaid mobile cards identify themselves. This requirement may have anadverse impact on our prepaid mobile subscriber base and revenue in Belgium. For information concerning another regulatory development that could havean adverse impact on our revenue in Belgium, see note 17 to our consolidated financial statements.II-16The Netherlands. The decrease in the Netherlands’ revenue during 2016, as compared to 2015, includes (i) an organic decrease of $45.9 million or 1.7%and (ii) the impact of FX, as set forth below: Subscriptionrevenue Non-subscriptionrevenue Total in millionsDecrease in cable subscription revenue due to change in: Average number of RGUs (a)$(35.6) $— $(35.6)ARPU (b)(14.7) — (14.7)Total decrease in cable subscription revenue(50.3) — (50.3)Increase in mobile subscription revenue (c)3.7 — 3.7Total decrease in subscription revenue(46.6) — (46.6)Decrease in B2B revenue (d)— (1.0) (1.0)Increase in other revenue (e)— 1.7 1.7Total organic increase (decrease)(46.6) 0.7 (45.9)Impact of FX(8.0) (0.6) (8.6)Total$(54.6) $0.1 $(54.5)_______________(a)The decrease in cable subscription revenue related to a change in the average number of RGUs is attributable to declines in the average numbers ofbasic video, enhanced video and fixed-line telephony RGUs that were only partially offset by an increase in the average number of broadband internetRGUs.(b)The decrease in cable subscription revenue related to a change in ARPU is attributable to the net effect of (i) a net decrease due to (a) lower ARPU fromfixed-line telephony and broadband internet services and (b) higher ARPU from video services and (ii) an improvement in RGU mix.(c)The increase in mobile subscription revenue is due to the net effect of (i) an increase in the average number of mobile subscribers and (ii) lower ARPU.(d)The decrease in B2B revenue is primarily due to the net effect of (i) lower revenue from voice services and (ii) higher revenue from data services.(e)The increase in other revenue includes the net effect of (i) a $3.3 million increase due to the favorable settlement of prior period amounts that wererecorded during the first quarter of 2016 and (ii) a decrease in revenue of $1.6 million resulting from the termination of a partner network agreement inthe Netherlands shortly after the November 2014 acquisition of Ziggo.II-17Germany. The increase in Germany’s revenue during 2016, as compared to 2015, includes (i) an organic increase of $148.4 million or 6.2% and (ii) theimpact of FX, as set forth below: Subscriptionrevenue (a) Non-subscriptionrevenue Total in millionsIncrease in cable subscription revenue due to change in: Average number of RGUs (b)$58.2 $— $58.2ARPU (c)75.9 — 75.9Total increase in cable subscription revenue134.1 — 134.1Increase in mobile subscription revenue1.7 — 1.7Total increase in subscription revenue135.8 — 135.8Increase in B2B revenue— 3.3 3.3Increase in other revenue (d) (e)— 9.3 9.3Total organic increase135.8 12.6 148.4Impact of FX(6.7) (1.5) (8.2)Total$129.1 $11.1 $140.2_______________(a)Subscription revenue includes revenue from multi-year bulk agreements with landlords or housing associations or with third parties that operate andadminister the in-building networks on behalf of housing associations. These bulk agreements, which generally allow for the procurement of the basicvideo signals at volume-based discounts, provide access to approximately two-thirds of Germany’s video subscribers. Germany’s bulk agreements are,to a significant extent, medium- and long-term contracts. As of December 31, 2016, bulk agreements covering approximately 31% of the videosubscribers that Germany serves expire by the end of 2017 or are terminable on 30-days notice. During the three months ended December 31, 2016,Germany’s 20 largest bulk agreement accounts generated approximately 8% of its total revenue (including estimated amounts billed directly to thebuilding occupants for digital video, broadband internet and fixed-line telephony services). No assurance can be given that Germany’s bulkagreements will be renewed or extended on financially equivalent terms, or at all.(b)The increase in cable subscription revenue related to a change in the average number of RGUs is attributable to increases in the average numbers ofbroadband internet, fixed-line telephony and enhanced video RGUs that were only partially offset by a decline in the average number of basic videoRGUs.(c)The increase in cable subscription revenue related to a change in ARPU is attributable to (i) a net increase due to (a) higher ARPU from broadbandinternet and video services and (b) lower ARPU from fixed-line telephony services and (ii) an improvement in RGU mix.(d)Other revenue includes fees received for the carriage of certain channels included in Germany’s basic and enhanced video offerings. This channelcarriage fee revenue is subject to contracts that expire or are otherwise terminable by either party on various dates ranging from 2017 through 2020.The aggregate amount of revenue related to these channel carriage contracts represented approximately 4% of Germany’s total revenue during thethree months ended December 31, 2016. No assurance can be given that these contracts will be renewed or extended on financially equivalent terms, orat all. In June 2017, we plan to discontinue our analog video service in Germany. We estimate that the discontinuance of this service will reduceGermany’s channel carriage revenue and operating income by approximately €30 million ($32 million) annually. (e)The increase in other revenue is primarily due to the net effect of (i) an increase of $11.5 million in mobile handset sales, which typically generaterelatively low or no margins, associated with the October 2016 launch of a wholesale handset program, (ii) an increase in installation revenue and (iii)a decrease due to legislative developments that have reduced the fees Germany can charge late-paying customers.II-18Switzerland/Austria. The decrease in Switzerland/Austria’s revenue during 2016, as compared to 2015, includes (i) an organic increase of $29.1 millionor 1.7%, (ii) the impact of an acquisition and (iii) the impact of FX, as set forth below: Subscriptionrevenue Non-subscriptionrevenue Total in millionsIncrease (decrease) in cable subscription revenue due to change in: Average number of RGUs (a)$(6.4) $— $(6.4)ARPU (b)9.4 — 9.4Total increase in cable subscription revenue3.0 — 3.0Increase in mobile subscription revenue (c)16.7 — 16.7Total increase in subscription revenue19.7 — 19.7Increase in B2B revenue— 4.5 4.5Increase in other revenue (d)— 4.9 4.9Total organic increase19.7 9.4 29.1Impact of an acquisition— 1.6 1.6Impact of FX(27.8) (5.5) (33.3)Total$(8.1) $5.5 $(2.6)_______________(a)The decrease in cable subscription revenue related to a change in the average number of RGUs is primarily attributable to declines in the averagenumbers of basic video RGUs and, to a much lesser extent, enhanced video RGUs in Switzerland that were mostly offset by increases in the averagenumbers of fixed-line telephony and broadband internet RGUs.(b)The increase in cable subscription revenue related to a change in ARPU is attributable to the net effect of (i) a net increase due to (a) higher ARPU fromvideo and broadband internet services and (b) lower ARPU from fixed-line telephony services and (ii) a slight adverse change in RGU mix, as anadverse change in Austria was mostly offset by an improvement in Switzerland.(c)The increase in mobile subscription revenue is due to the net effect of (i) an increase in the average number of mobile subscribers and (ii) lower ARPUprimarily due to a decline of $1.6 million in mobile services revenue due to the September 2015 introduction of a Split-contract Program inSwitzerland.(d)The increase in other revenue is due to the net effect of (i) an increase of $7.5 million in mobile handset sales, which typically generate relatively lowor no margins, including an increase of $1.7 million associated with the September 2015 introduction of a Split-contract Program in Switzerland, (ii)an increase in mobile interconnect revenue and (iii) a net decrease resulting from individually insignificant changes in other non-subscription revenuecategories.II-19Central and Eastern Europe. The increase in Central and Eastern Europe’s revenue during 2016, as compared to 2015, includes (i) an organic increase of$40.2 million or 3.8%, (ii) the impact of an acquisition and (iii) the impact of FX, as set forth below: Subscriptionrevenue Non-subscriptionrevenue Total in millionsIncrease (decrease) in cable subscription revenue due to change in: Average number of RGUs (a)$49.1 $— $49.1ARPU (b)(22.3) — (22.3)Total increase in cable subscription revenue26.8 — 26.8Increase in mobile subscription revenue4.1 — 4.1Total increase in subscription revenue30.9 — 30.9Increase in B2B revenue— 4.3 4.3Increase in other revenue— 5.0 5.0Total organic increase30.9 9.3 40.2Impact of an acquisition3.1 0.3 3.4Impact of FX(19.5) (2.3) (21.8)Total$14.5 $7.3 $21.8_______________(a)The increase in cable subscription revenue related to a change in the average number of RGUs is primarily attributable to the net effect of (i) increasesin the average numbers of fixed-line telephony, broadband internet and enhanced video RGUs in Romania, Hungary, Poland and Slovakia, (ii) adecline in the average number of basic video RGUs in Hungary, Poland, Romania and Slovakia, (iii) increases in the average numbers of basic videoand broadband internet RGUs in the Czech Republic, (iv) an increase in the average number of DTH RGUs and (v) declines in the average numbers offixed-line telephony and enhanced video RGUs in the Czech Republic.(b)The decrease in cable subscription revenue related to a change in ARPU is attributable to (i) a net decrease due to (a) lower ARPU from fixed-linetelephony and broadband internet services and (b) higher ARPU from video services, primarily in Poland, and (ii) an adverse change in RGU mix, asadverse changes in Romania and the Czech Republic were largely offset by an improvement in Hungary.CWC. The increase in CWC’s revenue during 2016, as compared to 2015, is entirely attributable to the May 16, 2016 CWC Acquisition. Accordingly,we do not separately discuss the changes in the revenue for the CWC segment. As further discussed under Overview above, CWC is experiencing significantcompetition in all of its markets.Effective April 1, 2016, CWC began recognizing revenue on a cash, rather than accrual, basis with respect to two of its more significant B2B customersdue primarily to unfavorable collection experience and unfavorable macroeconomic factors. The aggregate amount billed, but not recognized, with respect tothese customers during the nine months ended December 31, 2016 was $11.0 million.II-20Chile. The increase in Chile’s revenue during 2016, as compared to 2015, includes (i) an organic increase of $50.6 million or 6.0% and (ii) the impact ofFX, as set forth below: Subscriptionrevenue Non-subscriptionrevenue Total in millionsIncrease in cable subscription revenue due to change in: Average number of RGUs (a)$21.0 $— $21.0ARPU (b)24.4 — 24.4Total increase in cable subscription revenue45.4 — 45.4Increase in mobile subscription revenue (c)6.8 — 6.8Total increase in subscription revenue52.2 — 52.2Decrease in other revenue (d)— (1.6) (1.6)Total organic increase (decrease)52.2 (1.6) 50.6Impact of FX(27.6) (1.6) (29.2)Total$24.6 $(3.2) $21.4_______________(a)The increase in cable subscription revenue related to a change in the average number of RGUs is attributable to increases in the average numbers ofbroadband internet and enhanced video RGUs that were only partially offset by declines in the average numbers of fixed-line telephony and basicvideo RGUs.(b)The increase in cable subscription revenue related to a change in ARPU is attributable to (i) a net increase due to (a) higher ARPU from video andbroadband internet services and (b) lower ARPU from fixed-line telephony services and (ii) an improvement in RGU mix. In addition, the increase inChile’s cable subscription revenue includes adjustments to reflect the retroactive application of a tariff on ancillary services provided directly tocustomers for the period from July 2013 through February 2014, including (1) a decrease of $4.2 million due to the impact of unfavorable adjustmentsrecorded during the first and second quarters of 2016 and (2) an increase of $2.2 million due to the impact of an unfavorable adjustment recordedduring the first quarter of 2015.(c)The increase in mobile subscription revenue is due to (i) an increase in the average number of mobile subscribers, as an increase in the average numberof postpaid mobile subscribers more than offset the decrease in the average number of prepaid mobile subscribers, and (ii) higher ARPU primarily dueto a higher proportion of mobile subscribers on postpaid plans, which generate higher ARPU than prepaid plans.(d)The decrease in other revenue is primarily due to the net effect of (i) a decrease in advertising revenue and (ii) an increase of $2.7 million ininterconnect revenue due to the impacts of unfavorable adjustments recorded during the first and third quarters of 2015 to reflect the retroactiveapplication of a tariff reduction to June 2012.II-21Puerto Rico. The increase in Puerto Rico’s revenue during 2016, as compared to 2015, includes (i) an organic increase of $4.0 million or 1.0% and (ii)the impact of the Choice Acquisition, as set forth below: Subscriptionrevenue Non-subscriptionrevenue Total in millionsIncrease (decrease) in cable subscription revenue due to change in: Average number of RGUs (a)$2.7 $— $2.7ARPU (b)(3.8) — (3.8)Total decrease in cable subscription revenue(1.1) — (1.1)Increase in B2B revenue (c)— 5.5 5.5Decrease in other revenue— (0.4) (0.4)Total organic increase (decrease)(1.1) 5.1 4.0Impact of the Choice Acquisition33.7 3.9 37.6Total$32.6 $9.0 $41.6_______________(a)The increase in cable subscription revenue related to a change in the average number of RGUs is attributable to increases in the average numbers offixed-line telephony and broadband internet RGUs that were only partially offset by a decline in the average number of enhanced video RGUs.(b)The decrease in cable subscription revenue related to a change in ARPU is attributable to the net effect of (i) an adverse change in RGU mix and (ii) anet increase due to (a) higher ARPU from broadband internet services and (b) lower ARPU from fixed-line telephony and video services.(c)The increase in B2B revenue is largely due to higher revenue from data services.II-22Revenue — 2015 compared to 2014 Year ended December 31, Increase (decrease) Organicincrease (decrease) 2015 2014 $ % $ % in millions, except percentagesLiberty Global Group: European Division: U.K./Ireland$7,058.7 $7,409.9 $(351.2) (4.7) $287.9 3.9Belgium2,021.0 2,279.4 (258.4) (11.3) 138.7 6.1The Netherlands (a)2,745.3 1,498.5 1,246.8 83.2 (69.1) (2.1)Germany2,399.5 2,711.5 (312.0) (11.5) 159.4 5.9Switzerland/Austria1,758.2 1,846.1 (87.9) (4.8) 52.3 2.8Total Western Europe15,982.7 15,745.4 237.3 1.5 569.2 3.2Central and Eastern Europe1,066.6 1,259.5 (192.9) (15.3) 16.1 1.3Central and other(5.4) (7.1) 1.7 (23.9) (2.0) (27.6)Total European Division17,043.9 16,997.8 46.1 0.3 583.3 3.1Corporate and other42.3 70.8 (28.5) (40.3) (7.5) (13.0)Intersegment eliminations(23.5) (24.9) 1.4 N.M. 0.7 N.M.Total Liberty Global Group17,062.7 17,043.7 19.0 0.1 576.5 3.1LiLAC Group: Chile838.1 898.5 (60.4) (6.7) 61.5 6.9Puerto Rico (b)379.2 306.1 73.1 23.9 20.5 5.7Total LiLAC Group1,217.3 1,204.6 12.7 1.1 82.0 6.5Total$18,280.0 $18,248.3$31.7 0.2 $658.5 3.3_______________(a)The amount presented for 2014 excludes the pre-acquisition revenue of Ziggo, which was acquired on November 11, 2014.(b)The amount presented for 2015 includes the post-acquisition revenue of Choice, which was acquired on June 3, 2015.N.M. — Not Meaningful.II-23U.K./Ireland. The decrease in U.K./Ireland’s revenue during 2015, as compared to 2014, includes (i) an organic increase of $287.9 million or 3.9%, (ii)the impact of acquisitions, (iii) the impact of a disposal and (iv) the impact of FX, as set forth below: Subscriptionrevenue Non-subscriptionrevenue Total in millionsIncrease in cable subscription revenue due to change in: Average number of RGUs (a)$84.1 $— $84.1ARPU (b)57.7 — 57.7Total increase in cable subscription revenue141.8 — 141.8Decrease in mobile subscription revenue (c)(24.4) — (24.4)Total increase in subscription revenue117.4 — 117.4Increase in B2B revenue (d)— 64.7 64.7Increase in other revenue (e)— 105.8 105.8Total organic increase117.4 170.5 287.9Impact of acquisitions0.4 8.6 9.0Impact of a disposal (f)— (50.0) (50.0)Impact of FX(483.7) (114.4) (598.1)Total$(365.9) $14.7 $(351.2)_______________(a)The increase in cable subscription revenue related to a change in the average number of RGUs is attributable to increases in the average numbers ofbroadband internet and fixed-line telephony RGUs that were only partially offset by declines in (i) the average number of enhanced video RGUs and(ii) the average number of basic and multi-channel multi-point (microwave) distribution system video RGUs in Ireland.(b)The increase in cable subscription revenue related to a change in ARPU is primarily attributable to the net effect of (i) a net increase primarily due to(a) higher ARPU from broadband internet services in the U.K., (b) lower ARPU from fixed-line telephony services and (c) higher ARPU from videoservices and (ii) an adverse change in RGU mix in Ireland. In addition, the growth in ARPU was partially offset by (1) the impact of a January 1, 2015change in how VAT is applied to certain components of our U.K. operations, which reduced revenue by $49.9 million, and (2) a May 1, 2014 changein legislation in the U.K. with respect to the charging of VAT in connection with prompt payment discounts, as discussed below, which reducedrevenue by $24.0 million.(c)The decrease in mobile subscription revenue relates to the U.K. and is due to (i) lower ARPU, including the net impact of (a) a decline of $41.6 millionin postpaid mobile services revenue due to the November 2014 introduction of a Split-contract Program, (b) a decrease of $11.2 million related to theabove-described January 1, 2015 change in how VAT is applied and (c) an increase in revenue due to the favorable impact of a $4.4 millionadjustment to VAT recorded during the fourth quarter of 2015, and (ii) a decrease in the average number of subscribers, as a decrease in the averagenumber of prepaid subscribers more than offset the increase in the average number of postpaid subscribers.(d)The increase in B2B revenue is primarily due to (i) an increase in data revenue, primarily attributable to (a) higher volumes and (b) an increase of $22.7million in the U.K.’s amortization of deferred upfront fees on B2B contracts, (ii) an increase in low-margin equipment sales in the U.K. and (iii) anincrease in voice revenue, largely attributable to the net effect of (1) an $18.2 million increase recorded in the U.K. during the fourth quarter of 2015related to the settlement of disputes with mobile operators over amounts charged for voice traffic, including $16.3 million related to years prior to2015, and (2) a decline in usage.(e)The increase in other revenue is primarily due to the net effect of (i) an increase in mobile handset sales, primarily attributable to a $144.6 millionincrease associated with the November 2014 introduction of a Split-contract Program, (ii) a decrease in interconnect revenue of $23.4 million,primarily due to a decline in SMS termination volumes in the U.K., and (iii) a decrease in installation revenue of $12.6 million.(f)Represents the estimated impact of the U.K. Non-Cable Disposal. These non-cable subscribers were migrated to a third party during the first ninemonths of 2015.II-24On March 19, 2014, the U.K. government announced a change in legislation with respect to the charging of VAT in connection with prompt paymentdiscounts such as those that Virgin Media offers to its fixed-line telephony customers. This change, which took effect on May 1, 2014, impacted VirginMedia and some of its competitors. For additional information regarding a challengefrom the U.K. government regarding Virgin Media’s application of the prompt payment discount rules prior to the May 1, 2014change in legislation, see note 17 to our consolidated financial statements.Belgium. The decrease in Belgium’s revenue during 2015, as compared to 2014, includes (i) an organic increase of $138.7 million or 6.1% and (ii) theimpact of FX, as set forth below: Subscriptionrevenue Non-subscriptionrevenue Total in millionsIncrease in cable subscription revenue due to change in: Average number of RGUs (a)$38.1 $— $38.1ARPU (b)37.7 — 37.7Total increase in cable subscription revenue75.8 — 75.8Increase in mobile subscription revenue (c)29.6 — 29.6Total increase in subscription revenue105.4 — 105.4Increase in B2B revenue (d)— 16.7 16.7Increase in other revenue (e)— 16.6 16.6Total organic increase105.4 33.3 138.7Impact of FX(333.6) (63.5) (397.1)Total$(228.2) $(30.2) $(258.4)_______________(a)The increase in cable subscription revenue related to a change in the average number of RGUs is attributable to increases in the average numbers offixed-line telephony, broadband internet and enhanced video RGUs that were only partially offset by a decline in the average number of basic videoRGUs.(b)The increase in cable subscription revenue related to a change in ARPU is attributable to (i) higher ARPU from broadband internet, video and fixed-line telephony services and (ii) an improvement in RGU mix.(c)The increase in mobile subscription revenue is due to the net effect of (i) an increase in the average number of mobile subscribers and (ii) lower ARPU.(d)The increase in B2B revenue is primarily due to higher revenue from (i) information technology security services and related equipment sales, (ii) dataservices and (iii) voice services.(e)The increase in other revenue is primarily due to the net effect of (i) an increase in mobile handset sales of $11.6 million, (ii) an increase ininterconnect revenue of $9.2 million, primarily attributable to the net effect of (a) growth in mobile call volumes and (b) lower SMS usage, and (iii) adecrease in set-top box sales of $7.4 million, primarily due to a digital cable migration completed during the third quarter of 2014. The increase inBelgium’s mobile handset sales, which typically generate relatively low margins, is primarily due to the net effect of (1) an increase of $12.5 millionassociated with the June 2015 introduction of a Split-contract Program, (2) a decrease in subsidized handset sales and (3) higher revenue from contracttermination fees applicable to subsidized handsets.The Netherlands. The increase in the Netherlands’ revenue during 2015, as compared to 2014, is primarily due to the Ziggo Acquisition. Due to the sizeof the Ziggo Acquisition and the resulting impact on the organic growth rate of the Netherlands, the below discussion and analysis of the Netherlands’revenue is presented on a pro forma basis as if the results of Ziggo were included along with those of Ziggo Services B.V. (Ziggo Services) for 2014. The proforma revenue amount for Ziggo is based on Ziggo’s publicly-reported results for 2014, as adjusted to (i) convert Ziggo’s publicly-reported results fromInternational Financial Reporting Standards, as adopted by the E.U., to U.S. GAAP, (ii) conform one of Ziggo’s accounting policies to the correspondingLiberty Global accounting policy and (iii) reflect the impact of the acquisition accounting applied to the Ziggo Acquisition. We believe this pro formarevenue analysis provides the most meaningful comparison of the Netherlands’ revenue.II-25On a pro forma basis, the Netherlands’ revenue decreased $618.1 million or 18.4% during 2015, as compared to 2014. This decrease includes (i) a proforma organic decrease of $82.7 million or 2.5% and (ii) the impact of FX, as set forth below: Subscriptionrevenue Non-subscriptionrevenue Total in millionsPro forma decrease in cable subscription revenue due to change in: Average number of RGUs (a)$(36.4) $— $(36.4)ARPU (b)(7.9) — (7.9)Total pro forma decrease in cable subscription revenue(44.3) — (44.3)Pro forma increase in mobile subscription revenue (c)18.7 — 18.7Total pro forma decrease in subscription revenue(25.6) — (25.6)Pro forma decrease in B2B revenue— (4.8) (4.8)Pro forma decrease in other revenue (d)— (52.3) (52.3)Total pro forma organic decrease(25.6) (57.1) (82.7)Pro forma impact of FX(491.8) (43.6) (535.4)Total$(517.4) $(100.7) $(618.1)_______________(a)The pro forma decrease in cable subscription revenue related to a change in the average number of RGUs is attributable to declines in the averagenumbers of basic video, enhanced video and fixed-line telephony RGUs that were only partially offset by an increase in the average number ofbroadband internet RGUs.(b)The pro forma decrease in cable subscription revenue related to a change in ARPU is attributable to the net effect of (i) a net decrease due to (a) lowerARPU from video and fixed-line telephony services and (b) higher ARPU from broadband internet services and (ii) an improvement in RGU mix.(c)The pro forma increase in mobile subscription revenue is primarily due to an increase in the average number of mobile subscribers.(d)The pro forma decrease in other revenue is primarily due to (i) a decrease in revenue of $26.9 million resulting from the termination of a Ziggo partnernetwork agreement shortly after the Ziggo Acquisition, (ii) a decrease in installation revenue and (iii) lower revenue from set-top box sales due to thefact that we stopped selling set-top boxes in the Netherlands during the first quarter of 2015.II-26Germany. The decrease in Germany’s revenue during 2015, as compared to 2014, includes (i) an organic increase of $159.4 million or 5.9% and (ii) theimpact of FX, as set forth below: Subscriptionrevenue Non-subscriptionrevenue Total in millionsIncrease in cable subscription revenue due to change in: Average number of RGUs (a)$82.5 $— $82.5ARPU (b)95.9 — 95.9Total increase in cable subscription revenue178.4 — 178.4Decrease in mobile subscription revenue(0.8) — (0.8)Total increase in subscription revenue177.6 — 177.6Increase in B2B revenue (c)— 6.3 6.3Decrease in other revenue (d)— (24.5) (24.5)Total organic increase (decrease)177.6 (18.2) 159.4Impact of FX(432.0) (39.4) (471.4)Total$(254.4) $(57.6) $(312.0)_______________(a)The increase in cable subscription revenue related to a change in the average number of RGUs is attributable to increases in the average numbers ofbroadband internet, fixed-line telephony and enhanced video RGUs that were only partially offset by a decline in the average number of basic videoRGUs.(b)The increase in cable subscription revenue related to a change in ARPU is attributable to (i) higher ARPU from broadband internet, video and fixed-line telephony services and (ii) an improvement in RGU mix.(c)The increase in B2B revenue is due to higher revenue from data and voice services.(d)The decrease in other revenue is primarily due to (i) a decrease from the unfavorable impact of $11.9 million of network usage revenue that Germanyrecorded during the first quarter of 2014 following the settlement of prior period amounts, (ii) a decrease in channel carriage fee revenue of $4.9million and (iii) a decrease in interconnect revenue of $4.8 million.Switzerland/Austria. The decrease in Switzerland/Austria’s revenue during 2015, as compared to 2014, includes (i) an organic increase of $52.3 millionor 2.8%, (ii) the impact of an acquisition and (iii) the impact of FX, as set forth below: Subscriptionrevenue Non-subscriptionrevenue Total in millionsIncrease in cable subscription revenue due to change in: Average number of RGUs (a)$7.5 $— $7.5ARPU (b)17.0 — 17.0Total increase in cable subscription revenue24.5 — 24.5Increase in mobile subscription revenue (c)8.8 — 8.8Total increase in subscription revenue33.3 — 33.3Increase in B2B revenue (d)— 9.6 9.6Increase in other revenue (e)— 9.4 9.4Total organic increase33.3 19.0 52.3Impact of an acquisition5.7 (0.4) 5.3Impact of FX(117.5) (28.0) (145.5)Total$(78.5) $(9.4) $(87.9)II-27_______________(a)The increase in cable subscription revenue related to a change in the average number of RGUs is attributable to increases in the average numbers ofbroadband internet, fixed-line telephony and enhanced video RGUs that were primarily offset by a decline in the average number of basic video RGUs.(b)The increase in cable subscription revenue related to a change in ARPU is due to an increase in both Switzerland and Austria. The increase in ARPU inSwitzerland is attributable to (i) an improvement in RGU mix and (ii) a net increase due to (a) higher ARPU from video services and (b) lower ARPUfrom fixed-line telephony and broadband internet services. The increase in ARPU in Austria is attributable to the net effect of (1) a net increase due to(I) higher ARPU from video and broadband internet services and (II) lower ARPU from fixed-line telephony services and (2) an adverse change in RGUmix.(c)The increase in mobile subscription revenue is primarily due to an increase in the average number of mobile subscribers in Switzerland. Switzerland’smobile services were launched during the second quarter of 2014.(d)The increase in B2B revenue is primarily due to a net increase in Switzerland from (i) higher revenue from voice and data services and (ii) lowerrevenue from construction services and equipment sales.(e)The increase in other revenue is due to the net effect of (i) an increase in mobile handset sales, which typically generate relatively low margins, (ii) adecrease in revenue from Austria’s non-cable subscriber base and (iii) a net increase resulting from individually insignificant changes in other non-subscription revenue categories.Central and Eastern Europe. The decrease in Central and Eastern Europe’s revenue during 2015, as compared to 2014, includes (i) an organic increase of$16.1 million or 1.3% and (ii) the impact of FX, as set forth below: Subscriptionrevenue Non-subscriptionrevenue Total in millionsIncrease (decrease) in cable subscription revenue due to change in: Average number of RGUs (a)$37.5 $— $37.5ARPU (b)(28.7) — (28.7)Total increase in cable subscription revenue8.8 — 8.8Increase in mobile subscription revenue2.0 — 2.0Total increase in subscription revenue10.8 — 10.8Increase in B2B revenue— 4.2 4.2Increase in other revenue— 1.1 1.1Total organic increase10.8 5.3 16.1Impact of FX(191.1) (17.9) (209.0)Total$(180.3) $(12.6) $(192.9)_______________(a)The increase in cable subscription revenue related to a change in the average number of RGUs is attributable to the net effect of (i) increases in theaverage numbers of enhanced video, broadband internet and fixed-line telephony RGUs in Romania, Poland, Hungary and Slovakia, (ii) a decline inthe average number of basic video RGUs in Poland, Hungary, Romania and Slovakia, (iii) an increase in the average number of DTH RGUs, (iv)declines in the average numbers of fixed-line telephony and enhanced video RGUs in the Czech Republic and (v) increases in the average numbers ofbasic video and broadband internet RGUs in the Czech Republic.(b)The decrease in cable subscription revenue related to a change in ARPU is attributable to the net effect of (i) a net decrease due to (a) lower ARPU fromfixed-line telephony services, (b) lower ARPU from broadband internet services, primarily in Poland, and (c) higher ARPU from video services,primarily in Poland and Romania, and (ii) an improvement in RGU mix. In addition, the decline in ARPU includes the impact of a January 1, 2015change in how VAT is calculated for UPC DTH’s operations in Hungary, the Czech Republic and Slovakia, which reduced UPC DTH’s revenue by$16.4 million.II-28Chile. The decrease in Chile’s revenue during 2015, as compared to 2014, includes (i) an organic increase of $61.5 million or 6.9% and (ii) the impact ofFX, as set forth below: Subscriptionrevenue Non-subscriptionrevenue Total in millionsIncrease in cable subscription revenue due to change in: Average number of RGUs (a)$23.0 $— $23.0ARPU (b)20.4 — 20.4Total increase in cable subscription revenue43.4 — 43.4Increase in mobile subscription revenue (c)16.3 — 16.3Total increase in subscription revenue59.7 — 59.7Increase in other revenue (d)— 1.8 1.8Total organic increase59.7 1.8 61.5Impact of FX(114.4) (7.5) (121.9)Total$(54.7) $(5.7) $(60.4)_______________(a)The increase in cable subscription revenue related to a change in the average number of RGUs is attributable to increases in the average numbers ofbroadband internet and enhanced video RGUs that were only partially offset by declines in the average numbers of basic video and fixed-linetelephony RGUs.(b)The increase in cable subscription revenue related to a change in ARPU is attributable to (i) a net increase due to (a) higher ARPU from video andbroadband internet services and (b) lower ARPU from fixed-line telephony services and (ii) an improvement in RGU mix. In addition, the growth inARPU was partially offset by a decrease in revenue due to the impact of a $2.5 million adjustment recorded during the first quarter of 2015 to reflectthe retroactive application of a proposed tariff on ancillary services provided directly to customers for the period from July 2013 through February2014.(c)The increase in mobile subscription revenue is due to (i) an increase in the average number of subscribers, as an increase in the average number ofpostpaid subscribers more than offset the decrease in the average number of prepaid subscribers, and (ii) higher ARPU, primarily due to a higherproportion of mobile subscribers on postpaid plans, which generate higher ARPU than prepaid plans.(d)The increase in other revenue is due to the net effect of (i) a decrease in interconnect revenue, (ii) an increase in installation revenue, (iii) an increase inadvertising revenue and (iv) a net increase resulting from individually insignificant changes in other non-subscription revenue categories. Thedecrease in interconnect revenue is primarily due to (a) lower rates and (b) a decrease of $3.0 million related to the impact of adjustments recordedduring the first and third quarters of 2015 to reflect the retroactive application of a tariff reduction to June 2012.II-29Puerto Rico. The increase in Puerto Rico’s revenue during 2015, as compared to 2014, includes (i) an organic increase of $20.5 million or 5.7% and (ii)the impact of the Choice Acquisition, as set forth below: Subscriptionrevenue Non-subscriptionrevenue Total in millionsIncrease (decrease) in cable subscription revenue due to change in: Average number of RGUs (a)$20.8 $— $20.8ARPU (b)(5.7) — (5.7)Total increase in cable subscription revenue15.1 — 15.1Increase in B2B revenue— 4.6 4.6Increase in other revenue— 0.8 0.8Total organic increase15.1 5.4 20.5Impact of the Choice Acquisition47.2 5.4 52.6Total$62.3 $10.8 $73.1_______________(a)The increase in cable subscription revenue related to a change in the average number of RGUs is attributable to increases in the average numbers offixed-line telephony, broadband internet and enhanced video RGUs.(b)The decrease in cable subscription revenue related to a change in ARPU is primarily due to an adverse change in RGU mix. Excluding the impact ofRGU mix, ARPU was relatively unchanged due to the net effect of (i) higher ARPU from video and broadband internet services and (ii) lower ARPUfrom fixed-line telephony services.II-30Programming and Other Direct Costs of Services of our Reportable SegmentsProgramming and other direct costs of services — 2016 compared to 2015General. Programming and other direct costs of services include programming and copyright costs, mobile access and interconnect costs, mobile handsetand other equipment cost of goods sold and other direct costs related to our operations. Programming and copyright costs, which represent a significantportion of our operating costs, are expected to rise in future periods as a result of (i) higher costs associated with the expansion of our digital video content,including rights associated with ancillary product offerings and rights that provide for the broadcast of live sporting events, (ii) rate increases and (iii) growthin the number of our enhanced video subscribers. In addition, we are subject to inflationary pressures with respect to certain costs and foreign currencyexchange risk with respect to costs and expenses that are denominated in currencies other than the respective functional currencies of our operating segments(non-functional currency expenses). Any cost increases that we are not able to pass on to our subscribers through rate increases would result in increasedpressure on our operating margins. For additional information concerning our foreign currency exchange risks see Quantitative and Qualitative Disclosuresabout Market Risk — Foreign Currency Risk below. Year ended December 31, Increase (decrease) Organicincrease (decrease) 2016 2015 $ % $ % in millions, except percentagesLiberty Global Group: European Division: U.K./Ireland$1,946.4 $2,070.7 $(124.3) (6.0) $86.1 4.1Belgium (a)734.9 526.8 208.1 39.5 4.0 0.5The Netherlands509.1 468.6 40.5 8.6 42.3 9.0Germany228.7 203.5 25.2 12.4 25.9 12.7Switzerland/Austria245.4 236.9 8.5 3.6 12.8 5.4Total Western Europe3,664.5 3,506.5 158.0 4.5 171.1 4.6Central and Eastern Europe254.8 234.1 20.7 8.8 24.8 10.5Central and other(6.1) (2.4) (3.7) N.M. (3.8) N.M.Total European Division3,913.2 3,738.2 175.0 4.7 192.1 4.8Corporate and other64.1 51.3 12.8 25.0 26.6 70.4Intersegment eliminations(48.3) (23.2) (25.1) N.M. (24.6) N.M.Total Liberty Global Group3,929.0 3,766.3 162.7 4.3 194.1 4.9LiLAC Group: LiLAC Division: CWC (b)327.6 — 327.6 N.M. — —Chile237.6 227.9 9.7 4.3 17.7 7.8Puerto Rico (c)113.3 110.3 3.0 2.7 (7.4) (6.1)Total LiLAC Division678.5 338.2 340.3 100.6 10.3 1.5Intersegment eliminations(1.3) (0.5) (0.8) N.M. (0.8) N.M.Total LiLAC Group677.2 337.7 339.5 100.5 9.5 1.4Total$4,606.2 $4,104.0 $502.2 12.2 $203.5 4.4_______________(a)The amount presented for 2016 includes the post-acquisition programming and other direct costs of services of BASE, which was acquired on February11, 2016.(b)The amount presented for 2016 reflects the post-acquisition programming and other direct costs of services of CWC, which was acquired on May 16,2016.II-31(c)The amount presented for 2015 excludes the pre-acquisition programming and other direct costs of services of Choice, which was acquired on June 3,2015.N.M. — Not Meaningful.European Division. The European Division’s programming and other direct costs of services increased $175.0 million or 4.7% during 2016, as comparedto 2015. This increase includes (i) an increase of $241.1 million attributable to the impact of the BASE Acquisition and other less significant acquisitionsand (ii) a decrease of $8.1 million attributable to the U.K. Non-Cable Disposal and another less significant disposition. Excluding the effects of acquisitions,dispositions and FX, the European Division’s programming and other direct costs of services increased $192.1 million or 4.8%. This increase includes thefollowing factors:•An increase in programming and copyright costs of $207.5 million or 9.9%, primarily due to increases in U.K./Ireland and the Netherlands and, to alesser extent, Belgium and Germany. These increases are primarily attributable to higher costs for certain premium and/or basic content, includingincreases of (i) $55.1 million associated with a sports programming contract entered into in August 2015 in U.K./Ireland and (ii) $19.2 millionassociated with a new Europe-wide programming contract that was entered into in June 2016 with retrospective impact to January 1, 2016. Theincrease in programming and copyright costs also includes the net effect of (a) an increase of $5.6 million in the Netherlands resulting fromadjustments related to the settlement of operational contingencies recorded during the third and fourth quarters of 2015 and (b) a decrease of $3.5million in U.K./Ireland associated with the reassessment of an accrual during the fourth quarter of 2016. In addition, growth in the number ofenhanced video subscribers contributed to the increases in Germany and Belgium;•A decrease in mobile access and interconnect costs of $53.1 million or 4.8%, primarily due to the net effect of (i) a decline resulting from lower rates,primarily in U.K./Ireland, (ii) lower fixed-line telephony call volumes in U.K./Ireland and, to a lesser extent, the Netherlands, Belgium and Germany,(iii) higher mobile usage in U.K./Ireland and, to a lesser extent, Switzerland/Austria and Belgium, (iv) a $6.6 million decrease in Belgium due to therelease 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 inU.K./Ireland related to the settlement of disputes with mobile operators over amounts charged for voice traffic during the fourth quarter of 2015 and(vi) an increase of $3.9 million in Switzerland/Austria related to the settlement of an operational contingency during the third quarter of 2015; and•An increase in mobile handset costs of $11.3 million, primarily due to the net effect of (i) higher mobile handset sales volumes, as increases inU.K./Ireland and, to a lesser extent, Germany and Switzerland/Austria were only partially offset by lower handset sales in Belgium and (ii) a loweraverage cost per handset sold in U.K./Ireland. The lower number of handsets sold in Belgium is primarily attributable to a reduction in subsidizedhandset promotions.LiLAC Division. The LiLAC Division’s programming and other direct costs of services increased $340.3 million or 100.6% during 2016, as compared to2015. This increase includes an increase of $337.9 million attributable to the impact of the CWC Acquisition and the Choice Acquisition. Excluding theeffects of acquisitions and FX, the LiLAC Division’s programming and other direct costs of services increased $10.3 million or 1.5%. This increase includesthe following factors:•An increase in programming and copyright costs of $10.9 million or 4.4%, primarily associated with the net effect of (i) growth in the number ofenhanced video subscribers in Chile, (ii) decreased costs for certain premium content in Puerto Rico and (iii) an increase arising from foreigncurrency exchange rate fluctuations, after giving effect to derivative instruments that hedge the currency exposure associated with Chile’s U.S.dollar denominated programming contracts. A significant portion of Chile’s programming contracts are denominated in U.S. dollars. During 2016,CWC began broadcasting live Premier League games in a number of its markets pursuant to a new multi-year agreement. The cost of the rights tobroadcast these games, which are excluded from the calculation of organic growth, will continue to result in significant increases to CWC’sprogramming costs;•An increase in mobile handset costs of $3.7 million, primarily due to higher mobile handset sales in Chile; and•A decrease in mobile access and interconnect costs of $1.7 million or 5.1%, primarily attributable to the net effect of (i) lower mobile access chargesand, to a lesser extent, lower mobile usage in Chile and (ii) a $2.3 million increase in Chile related to an adjustment that was recorded in the firstquarter of 2015 to reflect a February 2015 tariff decline that was retroactive to May 2014.II-32Programming and other direct costs of services — 2015 compared to 2014 Year ended December 31, Increase (decrease) Organicincrease (decrease) 2015 2014 $ % $ % in millions, except percentagesLiberty Global Group: European Division: U.K./Ireland$2,070.7 $2,109.8 $(39.1) (1.9) $167.3 8.1Belgium526.8 586.7 (59.9) (10.2) 41.0 7.0The Netherlands (a)468.6 256.2 212.4 82.9 (41.3) (6.9)Germany203.5 237.3 (33.8) (14.2) 6.2 2.6Switzerland/Austria236.9 246.7 (9.8) (4.0) 9.6 3.9Total Western Europe3,506.5 3,436.7 69.8 2.0 182.8 4.9Central and Eastern Europe234.1 251.7 (17.6) (7.0) 27.7 11.0Central and other(2.4) (1.3) (1.1) N.M. (1.5) N.M.Total European Division3,738.2 3,687.1 51.1 1.4 209.0 5.2Corporate and other51.3 60.3 (9.0) (14.9) 12.6 26.4Intersegment eliminations(23.2) (28.6) 5.4 N.M. 0.3 N.M.Total Liberty Global Group3,766.3 3,718.8 47.5 1.3 221.9 5.5LiLAC Group: Chile227.9 233.7 (5.8) (2.5) 27.6 11.8Puerto Rico (b)110.3 90.6 19.7 21.7 5.2 4.9Total LiLAC Division338.2 324.3 13.9 4.3 32.8 9.7Corporate(0.5) — (0.5) N.M. (0.5) N.M.Total LiLAC Group337.7 324.3 13.4 4.1 32.3 9.5Total$4,104.0 $4,043.1 $60.9 1.5 $254.2 5.8_______________(a)The amount presented for 2014 excludes the pre-acquisition programming and other direct costs of services of Ziggo, which was acquired onNovember 11, 2014.(b)The amount presented for 2015 includes the post-acquisition programming and other direct costs of services of Choice, which was acquired on June 3,2015.N.M. — Not Meaningful.European Division. The European Division’s programming and other direct costs of services increased $51.1 million or 1.4% during 2015, as comparedto 2014. This increase includes (i) an increase of $342.4 million attributable to the impact of the Ziggo Acquisition and other less significant acquisitionsand (ii) a decrease of $38.1 million attributable to the U.K. Non-Cable Disposal. Excluding the effects of acquisitions, the U.K. Non-Cable Disposal and FX,the European Division’s programming and other direct costs of services increased $209.0 million or 5.2%. This increase includes the following factors:•An increase in programming and copyright costs of $193.7 million or 9.9%, primarily due to increases in U.K./Ireland and, to a lesser extent,Belgium. The increased costs in (i) U.K./Ireland are primarily due to higher costs for certain premium and basic content, due in part to a new sportsprogramming contract entered into in August 2015, and (ii) Belgium are primarily due to (a) higher costs for certain premium content and (b) growthin the number of enhanced video subscribers. The increase in programming and copyright costs also includes a $29.4 million net increase resultingfrom the impact of certain adjustments related to the settlement or reassessment of operational contingencies. The adjustments recorded during 2015resulted in lower costs of $10.4 million, including a $6.5 million benefit in the Netherlands that we recorded during the third and fourth quarters of2015 and a $3.9 million benefit in Germany that we recorded during the fourth quarter of 2015. The adjustments recorded during 2014 resulted inlower costs of $39.8 million, including (1)II-33a $17.5 million benefit in Belgium and a $7.3 million benefit in Poland that we recorded during the first quarter of 2014 and (2) an $11.6 millionbenefit in U.K./Ireland that we recorded during the second quarter of 2014;•An increase in mobile handset costs of $42.1 million, largely due to the net impact of (i) an increase in the proportion of higher-value handsets soldin U.K./Ireland and, to a lesser extent, increased mobile handset costs in Belgium, due in part to the impact of a Split-contract Program implementedin the U.K. in November 2014 and in Belgium in June 2015, (ii) a decrease in costs as a result of continued growth of subscriber identificationmodule or “SIM”-only contracts in U.K./Ireland and (iii) a decrease in costs associated with the impact of subscriber promotions involving free orheavily-discounted handsets that were offered in Belgium during 2014; and•An increase in mobile access and interconnect costs of $1.7 million or 0.1%, primarily due to the net effect of (i) increased costs, primarily inU.K./Ireland and Belgium, attributable to higher mobile usage and, in the case of Belgium, mobile subscriber growth, (ii) a decline resulting fromlower rates, primarily in U.K./Ireland and Germany, (iii) lower fixed-line telephony call volumes, primarily related to the net impact of declines inU.K./Ireland and the Netherlands and increases in Switzerland/Austria, (iv) increased costs associated with B2B services in U.K./Ireland, (v) anincrease of $4.4 million in U.K./Ireland related to the settlement of disputes with mobile operators over amounts charged for voice traffic during thefourth quarter of 2015 and (vi) a decrease of $4.2 million in Switzerland/Austria related to the settlement of an operational contingency during thethird quarter of 2015.LiLAC Division. The LiLAC Division’s programming and other direct costs of services increased $13.9 million or 4.3% during 2015, as compared to2014. This increase includes an increase of $14.5 million attributable to the impact of the Choice Acquisition. Excluding the effects of this acquisition andFX, the LiLAC Division’s programming and other direct costs of services increased $32.8 million or 9.7%. This increase includes the following factors:•An increase in programming and copyright costs of $24.9 million or 10.7%, primarily associated with (i) increases in Chile and, to a lesser extent,Puerto Rico, due to growth in the numbers of enhanced video subscribers and, in the case of Puerto Rico, increased costs for certain content, and (ii)an increase of $5.6 million arising from foreign currency exchange rate fluctuations with respect to Chile’s U.S. dollar denominated programmingcontracts. A significant portion of Chile’s programming contracts are denominated in U.S. dollars; and•An increase in mobile access and interconnect costs of $6.1 million or 8.1%, primarily attributable to the net effect of (i) an increase in Chile relatedto (a) higher roaming costs due to the impact of increased volumes and (b) higher interconnect costs resulting from the net effect of increased callvolumes and lower rates, (ii) a decrease of $5.1 million in mobile access charges in Chile due to a February 2015 tariff decline that was retroactive toMay 2014, including a decrease of $2.5 million related to 2014 access charges, and (iii) an increase in Puerto Rico related to additional capacityagreements with third-party internet providers.II-34Other Operating Expenses of our Reportable SegmentsOther operating expenses — 2016 compared to 2015General. Other operating expenses include network operations, customer operations, customer care, share-based compensation and other costs related toour operations. We do not include share-based compensation in the following discussion and analysis of the other operating expenses of our reportablesegments as share-based compensation expense is not included in the performance measures of our reportable segments. Share-based compensation expenseis discussed under Discussion and Analysis of our Consolidated Operating Results below. We are subject to inflationary pressures with respect to our laborand certain other costs and foreign currency exchange risk with respect to non-functional currency expenses. Any cost increases that we are not able to passon to our subscribers through rate increases would result in increased pressure on our operating margins. For additional information concerning our foreigncurrency exchange risks see Quantitative and Qualitative Disclosures about Market Risk — Foreign Currency Risk below. Year ended December 31, Increase (decrease) Organicincrease (decrease) 2016 2015 $ % $ % in millions, except percentagesLiberty Global Group: European Division: U.K./Ireland$836.9 $961.7 $(124.8) (13.0) $(39.1) (4.0)Belgium (a)360.4 244.3 116.1 47.5 18.9 5.5The Netherlands346.9 373.9 (27.0) (7.2) (26.2) (7.0)Germany342.5 339.6 2.9 0.9 4.6 1.4Switzerland/Austria225.1 252.8 (27.7) (11.0) (24.2) (9.6)Total Western Europe2,111.8 2,172.3 (60.5) (2.8) (66.0) (2.9)Central and Eastern Europe195.5 195.6 (0.1) (0.1) 2.5 1.3Central and other130.6 99.6 31.0 31.1 31.1 31.2Total European Division2,437.9 2,467.5 (29.6) (1.2) (32.4) (1.3)Corporate and other4.3 0.8 3.5 N.M. 3.6 N.M.Intersegment eliminations0.6 (0.7) 1.3 N.M. 0.8 N.M.Total Liberty Global Group2,442.8 2,467.6 (24.8) (1.0) (28.0) (1.1)LiLAC Group: LiLAC Division: CWC (b)249.6 — 249.6 N.M. — —Chile129.5 128.4 1.1 0.9 6.2 4.8Puerto Rico (c)58.3 55.3 3.0 5.4 (3.3) (5.4)Total LiLAC Division437.4 183.7 253.7 138.1 2.9 0.7Intersegment eliminations(0.1) 0.5 (0.6) N.M. (0.6) N.M.Total LiLAC Group437.3 184.2 253.1 137.4 2.3 0.5Total other operating expenses excluding share-basedcompensation expense2,880.1 2,651.8 228.3 8.6 $(25.7) (0.9)Share-based compensation expense4.7 3.4 1.3 38.2 Total$2,884.8 $2,655.2 $229.6 8.6 _______________(a)The amount presented for 2016 includes the post-acquisition other operating expenses of BASE, which was acquired on February 11, 2016.(b)The amount presented for 2016 reflects the post-acquisition other operating expenses of CWC, which was acquired on May 16, 2016.II-35(c)The amount presented for 2015 excludes the pre-acquisition other operating expenses of Choice, which was acquired on June 3, 2015.N.M. — Not Meaningful.European Division. The European Division’s other operating expenses (exclusive of share-based compensation expense) decreased $29.6 million or1.2% during 2016, as compared to 2015. This decrease includes (i) an increase of $109.6 million attributable to the impact of the BASE Acquisition andother less significant acquisitions and (ii) a decrease of $1.0 million attributable to the U.K. Non-Cable Disposal and another less significant disposition.Excluding the effects of acquisitions, dispositions and FX, the European Division’s other operating expenses decreased $32.4 million or 1.3%. This decreaseincludes the following factors:•A decrease in personnel costs of $29.0 million or 3.2%, due primarily to the net effect of (i) decreased staffing levels, as decreases in U.K./Ireland,Switzerland/Austria and the Netherlands were only partially offset by increases in the European Division’s central operations and Belgium, (ii)annual wage increases, (iii) decreased costs in U.K./Ireland resulting from higher proportions of capitalized labor costs associated with the NetworkExtensions, (iv) lower costs related to certain employee benefits in U.K./Ireland and the European Division’s central operations and (v) lowerincentive compensation costs, primarily in U.K./Ireland;•An increase in network-related expenses of $15.5 million or 2.2%. This increase is primarily due to the net effect of (i) an $18.1 million increaseresulting from retroactive adjustments recorded during the first and second quarters of 2015 to reflect lower local authority charges for certainelements of network infrastructure in the U.K., (ii) higher network maintenance costs, as increases in Belgium, U.K./Ireland, Hungary and Polandwere only partially offset by decreases in the Netherlands and Switzerland/Austria, (iii) lower outsourced labor costs primarily associated withcustomer-facing activities in Germany and U.K./Ireland, (iv) a $6.2 million decrease in U.K./Ireland associated with the settlement of an operationalcontingency during the first quarter of 2016, (v) higher energy costs, as increases in Belgium, the Netherlands and Germany were only partiallyoffset 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 2016and 2015 and (vii) a decrease of $2.5 million as a result of costs incurred during the first half of 2015 associated with network harmonizationactivities following the Ziggo Acquisition. For information regarding increased charges for network infrastructure in the U.K. that are expected tobecome effective April 1, 2017, see note 17 to our consolidated financial statements;•A decrease in bad debt and collection expenses of $11.2 million or 8.3%, primarily related to declines in U.K./Ireland, the Netherlands, Hungary andSwitzerland/Austria that were only partially offset by increases in Germany and Poland;•An increase in outsourced labor and professional fees of $10.5 million or 2.9%, primarily due to (i) an increase in call center costs, as higher costs inU.K./Ireland were only partially offset by lower costs in Switzerland/Austria and the Netherlands and (ii) higher consulting costs, as increases in theEuropean Division’s central operations, Switzerland/Austria and the Netherlands were only partially offset by decreases in Belgium andU.K./Ireland. The lower call center costs in the Netherlands are attributable to a decrease of $12.7 million associated with third-party costs related tonetwork and product harmonization activities and certain other third-party customer care costs following the Ziggo Acquisition;•An increase in information technology-related expenses of $9.0 million or 9.6%, as higher software and other information technology-related serviceand maintenance costs in the European Division’s central operations, Germany and the Netherlands were only partially offset by a decrease inU.K./Ireland;•A decrease in facilities expenses of $7.5 million or 12.7%, primarily due to lower costs in U.K./Ireland and the Netherlands;•A decrease in vehicle expenses of $4.8 million or 10.7%, primarily related to lower costs for company vehicles in U.K./Ireland, the Netherlands,Switzerland/Austria and Hungary due largely to fewer vehicles and the impact of the conversion of certain operating leases to capital leases; and•A net decrease resulting from individually insignificant changes in other operating expense categories.During the fourth quarter of 2016, we settled certain pylon tax disputes between BASE and certain local authorities in Belgium. In connection with thissettlement, we reversed $8.1 million of the pylon tax provisions that BASE had recorded since we acquired BASE in February 2016. The effect of theoriginally recorded provisions and the reversal is included in our acquisition effect for BASE and accordingly does not impact the organic changes inTelenet's other operating expenses.II-36LiLAC Division. The LiLAC Division’s other operating expenses (exclusive of share-based compensation expense) increased $253.7 million or 138.1%during 2016, as compared to 2015. This increase includes an increase of $255.8 million attributable to the impact of the CWC Acquisition and the ChoiceAcquisition. Excluding the effects of acquisitions and FX, the LiLAC Division’s other operating expenses increased $2.9 million or 0.7%. This increaseincludes the following factors:•An increase in outsourced labor and professional fees of $4.6 million or 14.1%, primarily due to higher call center costs in Chile;•A decrease in personnel costs of $2.0 million or 10.7%, primarily due to (i) annual wage decreases in Chile and (ii) lower staffing levels in PuertoRico;•A decrease in bad debt and collection expenses of $1.2 million or 2.9%, predominantly in Puerto Rico;•An increase in network-related expenses of $1.0 million or 2.1%, primarily due to the net effect of (i) higher energy costs in Chile and (ii) loweroutsourced labor costs associated with customer-facing activities in Puerto Rico; and•An increase resulting from individually insignificant changes in other operating expense categories.II-37Other operating expenses — 2015 compared to 2014 Year ended December 31, Increase (decrease) Organicincrease (decrease) 2015 2014 $ % $ % in millions, except percentagesLiberty Global Group: European Division: U.K./Ireland$961.7 $1,112.7 $(151.0) (13.6) $(65.1) (5.9)Belgium244.3 279.8 (35.5) (12.7) 12.7 4.5The Netherlands (a)373.9 188.7 185.2 98.1 18.7 4.4Germany339.6 377.7 (38.1) (10.1) 28.7 7.6Switzerland/Austria252.8 292.9 (40.1) (13.7) (17.8) (6.1)Total Western Europe2,172.3 2,251.8 (79.5) (3.5) (22.8) (0.9)Central and Eastern Europe195.6 248.3 (52.7) (21.2) (14.2) (5.7)Central and other99.6 78.5 21.1 26.9 37.7 48.0Total European Division2,467.5 2,578.6 (111.1) (4.3) 0.7 —Corporate and other0.8 1.3 (0.5) N.M. 0.8 N.M.Intersegment eliminations(0.7) — (0.7) N.M. — N.M.Total Liberty Global Group2,467.6 2,579.9 (112.3) (4.4) 1.5 0.1LiLAC Group: Chile128.4 143.6 (15.2) (10.6) 3.3 2.3Puerto Rico (b)55.3 44.7 10.6 23.7 1.7 3.2Total LiLAC Division183.7 188.3 (4.6) (2.4) 5.0 2.5Corporate0.5 — 0.5 N.M. 0.5 N.M.Total LiLAC Group184.2 188.3 (4.1) (2.2) 5.5 2.8Total other operating expenses excluding share-basedcompensation expense2,651.8 2,768.2 (116.4) (4.2) $7.0 0.2Share-based compensation expense3.4 7.6 (4.2) (55.3) Total$2,655.2 $2,775.8 $(120.6) (4.3) _______________(a)The amount presented for 2014 excludes the pre-acquisition other operating expenses of Ziggo, which was acquired on November 11, 2014.(b)The amount presented for 2015 includes the post-acquisition other operating expenses of Choice, which was acquired on June 3, 2015.N.M. — Not Meaningful.II-38European Division. The European Division’s other operating expenses (exclusive of share-based compensation expense) decreased $111.1 million or4.3% during 2015, as compared to 2014. This decrease includes (i) an increase of $236.1 million attributable to the impact of the Ziggo Acquisition andother less significant acquisitions and (ii) a decrease of $3.6 million attributable to the U.K. Non-Cable Disposal. Excluding the effects of acquisitions, theU.K. Non-Cable Disposal and FX, the European Division’s other operating expenses increased $0.7 million or 0.0%. This increase includes the followingfactors:•An increase in information technology-related expenses of $29.1 million or 40.2%, primarily due to higher software and other informationtechnology-related service and maintenance costs, primarily in U.K./Ireland, the European Division’s central operations and Belgium;•A decrease in personnel costs of $17.6 million or 1.9%, due primarily to the net effect of (i) lower incentive compensation costs, predominantly inU.K./Ireland, (ii) increased staffing levels, primarily in the European Division’s central operations, (iii) decreased costs in U.K./Ireland due to highercapitalized labor costs associated with the Network Extensions, (iv) annual wage increases, largely in U.K./Ireland, and (v) lower costs related tocertain employee benefits in the Netherlands;•An increase in outsourced labor and professional fees of $15.8 million or 4.4%, primarily due to the net effect of (i) higher call center costs in theNetherlands and U.K./Ireland and (ii) lower consulting costs, as a decrease in the European Division’s central operations was only partially offset byincreases in Belgium and the Netherlands. The higher call center costs in the Netherlands represent third-party costs that are primarily related tonetwork and product harmonization activities following the Ziggo Acquisition that, together with certain other third-party customer care costs,accounted for an increase of $17.3 million; and•A decrease in network-related expenses of $9.6 million or 1.2%. This decrease includes (i) lower outsourced labor costs associated with customer-facing activities in U.K./Ireland, (ii) lower costs of $8.6 million in U.K./Ireland associated with the reassessment of accruals or operationalcontingencies in 2015, (iii) an increase in third-party costs incurred in the Netherlands of $2.8 million related to the harmonization of the Ziggo andZiggo Services networks following the Ziggo Acquisition and (iv) a decrease in network maintenance costs, as decreases in U.K./Ireland andSwitzerland/Austria were largely offset by increases in the Netherlands, Germany and Belgium. The decrease in network-related expense alsoincludes the impact of reductions in local authority charges for certain elements of network infrastructure in the U.K. arising from successful appealsduring the last half of 2014 and the first half of 2015. As compared to 2014, these reductions in local authority charges resulted in an increase inU.K./Ireland’s network-related expenses of $8.6 million.LiLAC Division. The LiLAC Division’s other operating expenses (exclusive of share-based compensation expense) decreased $4.6 million or 2.4%during 2015, as compared to 2014. This decrease includes an increase of $8.9 million attributable to the impact of the Choice Acquisition. Excluding theeffects of this acquisition and FX, the LiLAC Division’s other operating expenses increased $5.0 million or 2.5%. This increase includes the followingfactors:•A decrease in personnel costs of $7.1 million or 12.7%, largely due to (i) lower incentive compensation costs in Chile and (ii) decreased costs relatedto higher proportions of employees devoted to the development of new billing and customer care systems and other capitalizable activities in Chile;•An increase in network-related expenses of $4.4 million or 10.3%, primarily due to an increase in network maintenance costs in Chile;•An increase of $4.1 million due to the impact of favorable adjustments recorded in Chile during the fourth quarter of 2014 related to thereassessment of certain accrued liabilities; and•An increase in outsourced labor and professional fees of $3.2 million or 9.5%, primarily due to higher call center costs in Chile.II-39SG&A Expenses of our Reportable Segments SG&A expenses — 2016 compared to 2015General. SG&A expenses include human resources, information technology, general services, management, finance, legal, external sales and marketingcosts, share-based compensation and other general expenses. We do not include share-based compensation in the following discussion and analysis of theSG&A expenses of our reportable segments as share-based compensation expense is not included in the performance measures of our reportable segments.Share-based compensation expense is discussed under Discussion and Analysis of our Consolidated Operating Results below. We are subject to inflationarypressures with respect to our labor and certain other costs and foreign currency exchange risk with respect to non-functional currency expenses. Foradditional information concerning our foreign currency exchange risks see Quantitative and Qualitative Disclosures about Market Risk — Foreign CurrencyRisk below. Year ended December 31, Increase (decrease) Organicincrease (decrease) 2016 2015 $ % $ % in millions, except percentagesLiberty Global Group: European Division: U.K./Ireland$794.6 $864.2 $(69.6) (8.1) $10.0 1.1Belgium (a)422.4 259.6 162.8 62.7 25.6 6.4The Netherlands362.1 383.3 (21.2) (5.5) (19.9) (5.2)Germany382.1 354.3 27.8 7.8 28.9 8.2Switzerland/Austria215.8 228.4 (12.6) (5.5) (9.5) (4.2)Total Western Europe2,177.0 2,089.8 87.2 4.2 35.1 1.6Central and Eastern Europe166.6 162.9 3.7 2.3 6.2 3.8Central and other194.7 186.6 8.1 4.3 8.1 4.3Total European Division2,538.3 2,439.3 99.0 4.1 49.4 1.9Corporate and other211.6 212.8 (1.2) (0.6) 3.6 1.7Intersegment eliminations(0.4) 0.4 (0.8) N.M. — N.M.Total Liberty Global Group2,749.5 2,652.5 97.0 3.7 53.0 1.9LiLAC Group: LiLAC Division: CWC (b)325.7 — 325.7 N.M. 9.9 3.1Chile153.1 153.7 (0.6) (0.4) 4.4 2.9Puerto Rico (c)37.4 46.4 (9.0) (19.4) (14.6) (28.1)Total LiLAC Division516.2 200.1 316.1 158.0 (0.3) —Corporate8.9 4.3 4.6 N.M. 4.6 N.M.Intersegment eliminations0.1 — 0.1 N.M. 0.1 N.M.Total LiLAC Group525.2 204.4 320.8 156.9 4.4 0.8Total SG&A expenses excluding share-basedcompensation expense3,274.7 2,856.9 417.8 14.6 $57.4 1.7Share-based compensation expense292.2 314.8 (22.6) (7.2) Total$3,566.9 $3,171.7 $395.2 12.5 ______________(a)The amount presented for 2016 includes the post-acquisition SG&A expenses of BASE, which was acquired on February 11, 2016.(b)The amount presented for 2016 reflects the post-acquisition SG&A expenses of CWC, which was acquired on May 16, 2016.II-40(c)The amount presented for 2015 excludes the pre-acquisition SG&A expenses of Choice, which was acquired on June 3, 2015.N.M. — Not Meaningful.Supplemental SG&A expense information: Year ended December 31, Increase (decrease) Organicincrease (decrease) 2016 2015 $ % $ % in millions, except percentagesLiberty Global Group: General and administrative (a)$1,932.1 $1,808.4 $123.7 6.8 $70.3 3.6External sales and marketing817.4 844.1 (26.7) (3.2) (17.3) (2.0) 2,749.5 2,652.5 97.0 3.7 53.0 1.9LiLAC Group: General and administrative (a)430.4 147.4 283.0 192.0 3.0 0.7External sales and marketing94.8 57.0 37.8 66.3 1.4 1.5 525.2 204.4 320.8 156.9 4.4 0.8Total: General and administrative (a)2,362.5 1,955.8 406.7 20.8 73.3 3.1External sales and marketing912.2 901.1 11.1 1.2 (15.9) (1.6)Total$3,274.7 $2,856.9 $417.8 14.6 $57.4 1.7______________(a)General and administrative expenses include all personnel-related costs within our SG&A expenses, including personnel-related costs associated withour sales and marketing function.European Division. The European Division’s SG&A expenses (exclusive of share-based compensation expense) increased $99.0 million or 4.1% during2016, as compared to 2015. This increase includes $152.7 million attributable to the impact of the BASE Acquisition and other less significant acquisitions.Excluding the effects of acquisitions and FX, the European Division’s SG&A expenses increased $49.4 million or 1.9%. This increase includes the followingfactors:•An increase in personnel costs of $49.6 million or 5.0%, primarily due to (i) increased staffing levels, as increases in U.K./Ireland, the EuropeanDivision’s central operations, Germany and, to a lesser extent, Switzerland/Austria, were only partially offset by decreased staffing levels in theNetherlands and (ii) annual wage increases;•A decrease in external sales and marketing costs of $15.1 million or 1.8%, primarily due to the net effect of (i) lower costs associated withadvertising campaigns, as decreases in U.K./Ireland, the Netherlands and Switzerland/Austria were only partially offset by higher costs in Belgium,(ii) higher third-party sales commissions, as increases in Germany and U.K./Ireland were only partially offset by a decline in the Netherlands, (iii)lower third-party costs in the Netherlands of $4.0 million related to the impact of rebranding costs incurred during the 2015 period following theZiggo Acquisition and (iv) a net increase of $0.3 million in Germany, as the reassessments of accruals led to offsetting reductions of $3.7 million and$4.0 million during 2016 and 2015, respectively;•An increase in facilities expenses of $9.3 million or 4.6%, primarily due to higher rent and other facilities-related expenses in the EuropeanDivision’s central operations, Germany, Belgium, the Netherlands and U.K./Ireland;•An increase of $8.4 million due to the impact of an accrual release during the second quarter of 2015 related to the resolution of a contingencyassociated with universal service obligations in Belgium;•A decrease in outsourced labor and professional fees of $5.2 million or 3.1%, due to the net effect of (i) increased legal costs in the EuropeanDivision’s central operations and Belgium, (ii) a decrease in consulting costs, as decreases in the European Division’s central operations andU.K./Ireland were only partially offset by increases in Belgium and the Netherlands, and (iii) a net decrease resulting from other individuallyinsignificant changes. The decrease in consultingII-41costs includes (a) a decrease of $4.8 million associated with integration costs incurred in connection with the Ziggo Acquisition, (b) a $3.5 milliondecrease in integration costs in Belgium as the costs incurred in 2015 to prepare for the integration of BASE into Telenet’s operations exceeded theintegration costs incurred in 2016 and (c) a decrease of $2.6 million in U.K./Ireland associated with consulting fees incurred during the fourthquarter of 2015 in connection with the settlement of disputes with mobile operators over amounts charged for voice traffic;•An increase in outsourced call center expenses of $5.1 million of 12.3%, primarily due to increases in the Netherlands and U.K./Ireland; and•An increase in information technology-related expenses of $2.6 million or 2.4%, primarily due to higher software and other information technology-related maintenance costs in the European Division’s central operations and Belgium that were only partially offset by a decrease in these costs inthe Netherlands.LiLAC Division. The LiLAC Division’s SG&A expenses (exclusive of share-based compensation expense) increased $316.1 million or 158.0% during2016, as compared to 2015. This increase includes an increase of $321.3 million attributable to the impact of the CWC Acquisition and the ChoiceAcquisition. Excluding the effects of acquisitions and FX, the LiLAC Division’s SG&A expenses decreased $0.3 million or 0.0%. This decrease includes thefollowing factors:•A $12.6 million decrease associated with the effective settlement of the PRTC Claim including (i) a $5.1 million reduction that represents the netimpact of the reversal of the provision and related indemnification asset associated with the PRTC Claim that were originally recorded in connectionwith the OneLink Acquisition and (ii) the receipt of $7.5 million of indemnification proceeds from the former owners of OneLink. For additionalinformation, see note 17 to our consolidated financial statements; •An increase of $9.9 million associated with integration costs incurred during 2016 to integrate Columbus (acquired by CWC on March 31, 2015)with CWC’s operations and CWC’s operations with Liberty Global and the LiLAC Division. These costs are excluded from the Acquisition Impactfor CWC and, accordingly, are included in the calculation of organic growth;•An increase in personnel costs of $2.3 million or 3.5%, primarily in Chile, as increases in staffing levels and higher incentive compensation costswere only partially offset by lower severance costs; and•A decrease in facilities expenses of $2.2 million or 6.2%, primarily due to lower facilities maintenance and utility costs in Chile.II-42SG&A expenses — 2015 compared to 2014 Year ended December 31, Increase (decrease) Organicincrease (decrease) 2015 2014 $ % $ % in millions, except percentagesLiberty Global Group: European Division: U.K./Ireland$864.2 $951.7 $(87.5) (9.2) $(14.3) (1.5)Belgium259.6 287.9 (28.3) (9.8) 22.4 7.8The Netherlands (a)383.3 195.7 187.6 95.9 (29.3) (6.1)Germany354.3 418.3 (64.0) (15.3) 5.0 1.2Switzerland/Austria228.4 250.1 (21.7) (8.7) (2.8) (1.1)Total Western Europe2,089.8 2,103.7 (13.9) (0.7) (19.0) (0.8)Central and Eastern Europe162.9 176.5 (13.6) (7.7) 18.2 10.3Central and other186.6 198.4 (11.8) (5.9) 25.5 12.9Total European Division2,439.3 2,478.6 (39.3) (1.6) 24.7 0.9Corporate and other212.8 221.2 (8.4) (3.8) 4.5 2.0Intersegment eliminations0.4 (0.3) 0.7 N.M. 0.3 N.M.Total Liberty Global Group2,652.5 2,699.5 (47.0) (1.7) 29.5 1.0LiLAC Group: LiLAC Division: Chile153.7 170.2 (16.5) (9.7) 6.2 3.6Puerto Rico (b)46.4 41.9 4.5 10.7 (3.2) (6.6)Total LiLAC Division200.1 212.1 (12.0) (5.7) 3.0 1.4Corporate4.3 3.1 1.2 38.7 1.2 38.7Total LiLAC Group204.4 215.2 (10.8) (5.0) 4.2 1.9Total SG&A expenses excluding share-basedcompensation expense2,856.9 2,914.7 (57.8) (2.0) $33.7 1.1Share-based compensation expense314.8 249.6 65.2 26.1 Total$3,171.7 $3,164.3 $7.4 0.2 ______________(a)The amount presented for 2014 excludes the pre-acquisition SG&A expenses of Ziggo, which was acquired on November 11, 2014.(b)The amount presented for 2015 includes the post-acquisition SG&A expenses of Choice, which was acquired on June 3, 2015.N.M. — Not Meaningful. II-43Supplemental SG&A expense information: Year ended December 31, Decrease Organicincrease (decrease) 2015 2014 $ % $ % in millions, except percentagesLiberty Global Group: General and administrative (a)$1,808.4 $1,828.0 $(19.6) (1.1) $35.1 1.7External sales and marketing844.1 871.5 (27.4) (3.1) (5.6) (0.6) 2,652.5 2,699.5 (47.0) (1.7) 29.5 1.0LiLAC Group: General and administrative (a)147.4 155.9 (8.5) (5.5) (0.2) (0.1)External sales and marketing57.0 59.3 (2.3) (3.9) 4.4 7.4 204.4 215.2 (10.8) (5.0) 4.2 1.9Total: General and administrative (a)1,955.8 1,983.9 (28.1) (1.4) 34.9 1.6External sales and marketing901.1 930.8 (29.7) (3.2) (1.2) (0.1)Total$2,856.9 $2,914.7 $(57.8) (2.0) $33.7 1.1______________(a)General and administrative expenses include all personnel-related costs within our SG&A expenses, including personnel-related costs associated withour sales and marketing function.European Division. The European Division’s SG&A expenses (exclusive of share-based compensation expense) decreased $39.3 million or 1.6% during2015, as compared to 2014. This decrease includes $286.7 million attributable to the impact of the Ziggo Acquisition and other less significant acquisitions.Excluding the effects of acquisitions and FX, the European Division’s SG&A expenses increased $24.7 million or 0.9%. This increase includes the followingfactors:•An increase in outsourced labor and professional fees of $22.4 million or 13.5%, primarily due to the net effect of (i) increased consulting costsassociated with (a) strategic initiatives in U.K./Ireland and (b) scale initiatives in the areas of information technology and finance in the EuropeanDivision’s central operations, (ii) the positive impact of a $7.8 million increase associated with consulting fees incurred during the third quarter of2014 in connection with the reduction in local authority charges for certain elements of network infrastructure in the U.K., as discussed under OtherOperating Expenses of our Reportable Segments above, (iii) increased consulting costs related to integration activities in (1) Belgium of $9.0million and (2) the Netherlands and the European Division’s central operations of $1.6 million, (iv) decreased consulting costs related to strategicinitiatives in Germany, (v) decreased legal costs in U.K./Ireland and (vi) an increase of $2.7 million in U.K./Ireland associated with consulting feesincurred during the fourth quarter of 2015 in connection with the settlement of disputes with mobile operators over amounts charged for voicetraffic;•An increase in personnel costs of $16.9 million or 1.7%, primarily due to the net effect of (i) increased staffing levels, primarily in the EuropeanDivision’s central operations, Germany and U.K./Ireland, (ii) lower incentive compensation costs, as decreases in U.K./Ireland and the Netherlandswere only partially offset by an increase in Belgium, (iii) annual wage increases, largely in U.K./Ireland, (iv) lower costs related to certain employeebenefits in the Netherlands, (v) decreased costs in U.K./Ireland due to higher capitalized labor costs associated with the Network Extensions, (vi) a$3.2 million increase in the European Division’s central operations due to the impact of an accrual release recorded in the fourth quarter of 2014associated with the settlement of an operational contingency and (vii) higher temporary personnel costs in the Netherlands of $2.0 million related tointegration activities in connection with the Ziggo Acquisition;•A decrease of $10.4 million due to an accrual release recorded during the second quarter of 2015 related to the resolution of a contingencyassociated with universal service obligations in Belgium;•A decrease in external sales and marketing costs of $9.2 million or 1.1%, primarily due to the net effect of (i) higher third-party sales commissions, asan increase in Germany was only partially offset by a decline in U.K./Ireland, (ii) lower costs associated with advertising campaigns, as decreases inthe Netherlands, Germany and U.K./Ireland were only partially offset by an increase in Belgium, (iii) a decrease of $4.7 million in Germany due tothe impact of accrual releasesII-44in the third and fourth quarters of 2015 associated with the reassessment of an accrual and (iv) a $3.8 million increase in third-party costs in theNetherlands and the European Division’s central operations related to rebranding activities following the Ziggo Acquisition; and•A decrease in information technology-related expenses of $1.6 million or 1.5%, primarily due to lower software and information technology-relatedmaintenance costs, as decreases in Germany and U.K./Ireland were only partially offset higher costs in the European Division’s central operations.LiLAC Division. The LiLAC Division’s SG&A expenses (exclusive of share-based compensation expense) decreased $12.0 million or 5.7%, during 2015,as compared to 2014. This decrease includes an increase of $7.8 million attributable to the impact of the Choice Acquisition. Excluding the effects of thisacquisition and FX, the LiLAC Division’s SG&A expenses increased $3.0 million or 1.4%. This increase includes the following factors:•An increase in external sales and marketing costs of $4.4 million or 7.4%, primarily due to higher third-party sales commissions in Chile;•A decrease of $2.2 million, due to lower costs associated with the national gross receipts tax that was implemented in Puerto Rico in July 2014. In2015, it was determined that the tax would not be continued beyond 2014;•An increase in facilities expenses of $2.0 million or 7.7%, primarily due to higher rental and utility costs in Chile;•A decrease in outsourced labor and professional fees of $1.8 million or 13.5%, primarily due to lower fees associated with legal proceedings inPuerto Rico;•An increase of $1.6 million due to the impact of favorable adjustments that were recorded in Chile during the fourth quarter of 2014 related to thereassessment of certain accrued liabilities;•A decrease in personnel costs of $1.3 million or 1.8%, primarily due to the net effect of (i) a decrease in Chile due to lower incentive compensationand severance costs and (ii) annual wage increases; and•A net increase resulting from individually insignificant changes in other SG&A expense categories.II-45Adjusted OIBDA of our Reportable SegmentsAdjusted OIBDA is the primary measure used by our chief operating decision maker to evaluate segment operating performance. For the definition of thisperformance measure and for a reconciliation of total segment Adjusted OIBDA to our earnings (loss) from continuing operations before income taxes, seenote 18 to our consolidated financial statements.Adjusted OIBDA — 2016 compared to 2015 Year ended December 31, Increase (decrease) Organicincrease (decrease) 2016 2015 $ % $ % in millions, except percentagesLiberty Global Group: European Division: U.K./Ireland$2,930.9 $3,162.1 $(231.2) (7.3) $138.5 4.4Belgium (a)1,173.4 990.3 183.1 18.5 49.3 4.4The Netherlands1,472.7 1,519.5 (46.8) (3.1) (42.1) (2.8)Germany1,586.4 1,502.1 84.3 5.6 89.0 5.9Switzerland/Austria1,069.3 1,040.1 29.2 2.8 50.0 4.8Total Western Europe8,232.7 8,214.1 18.6 0.2 284.7 3.4Central and Eastern Europe471.5 474.0 (2.5) (0.5) 6.7 1.4Central and other(327.2) (289.2) (38.0) (13.1) (38.3) (13.2)Total European Division8,377.0 8,398.9 (21.9) (0.3) 253.1 3.0Corporate and other(213.3) (222.6) 9.3 4.2 3.1 1.4Total Liberty Global Group8,163.7 8,176.3 (12.6) (0.2) 256.2 3.1LiLAC Group: LiLAC Division: CWC (b)541.9 — 541.9 N.M. (9.9) (1.8)Chile339.3 328.1 11.2 3.4 22.3 6.8Puerto Rico (c)211.8 167.2 44.6 26.7 29.3 16.1Total LiLAC Division1,093.0 495.3 597.7 120.7 41.7 3.9Corporate(8.9) (4.3) (4.6) N.M. (4.6) N.M.Total LiLAC Group1,084.1 491.0 593.1 120.8 37.1 3.5Total$9,247.8 $8,667.3 $580.5 6.7 $293.3 3.1______________(a)The amount presented for 2016 includes the post-acquisition Adjusted OIBDA of BASE, which was acquired on February 11, 2016.(b)The amount presented for 2016 reflects the post-acquisition Adjusted OIBDA of CWC, which was acquired on May 16, 2016.(c)The amount presented for 2015 excludes the pre-acquisition Adjusted OIBDA of Choice, which was acquired on June 3, 2015.N.M. — Not Meaningful.II-46Adjusted OIBDA — 2015 compared to 2014 Year ended December 31, Increase (decrease) Organicincrease (decrease) 2015 2014 $ % $ % in millions, except percentagesLiberty Global Group: European Division: U.K./Ireland$3,162.1 $3,235.7 $(73.6) (2.3) $200.0 6.2Belgium990.3 1,125.0 (134.7) (12.0) 62.6 5.6The Netherlands (a)1,519.5 857.9 661.6 77.1 (17.2) (0.9)Germany1,502.1 1,678.2 (176.1) (10.5) 119.5 7.1Switzerland/Austria1,040.1 1,056.4 (16.3) (1.5) 63.3 6.0Total Western Europe8,214.1 7,953.2 260.9 3.3 428.2 4.8Central and Eastern Europe474.0 583.0 (109.0) (18.7) (15.6) (2.7)Central and other(289.2) (282.7) (6.5) (2.3) (63.7) (22.5)Total European Division8,398.9 8,253.5 145.4 1.8 348.9 3.8Corporate and other(222.6) (212.0) (10.6) (5.0) (25.4) (12.0)Intersegment eliminations— 4.0 (4.0) N.M. 0.1 N.M.Total Liberty Global Group8,176.3 8,045.5 130.8 1.6 323.6 3.6LiLAC Group: LiLAC Division: Chile328.1 351.0 (22.9) (6.5) 24.4 7.0Puerto Rico (b)167.2 128.9 38.3 29.7 16.8 11.2Total LiLAC Division495.3 479.9 15.4 3.2 41.2 8.2Corporate(4.3) (3.1) (1.2) (38.7) (1.2) (38.7)Total LiLAC Group491.0 476.8 14.2 3.0 40.0 8.0Total$8,667.3 $8,522.3 $145.0 1.7 $363.6 3.8_______________ (a)The amount presented for 2014 excludes the pre-acquisition Adjusted OIBDA of Ziggo, which was acquired on November 11, 2014.(b)The amount presented for 2015 includes the post-acquisition Adjusted OIBDA of Choice, which was acquired on June 3, 2015.N.M. — Not Meaningful.II-47Adjusted OIBDA Margin — 2016, 2015 and 2014The following table sets forth the Adjusted OIBDA margins (Adjusted OIBDA divided by revenue) of each of our reportable segments: Year ended December 31, 2016 2015 2014 %Liberty Global Group: European Division: U.K./Ireland45.0 44.8 43.7Belgium43.6 49.0 49.4The Netherlands54.7 55.3 57.3Germany62.5 62.6 61.9Switzerland/Austria60.9 59.2 57.2Total Western Europe50.9 51.4 50.5Central and Eastern Europe43.3 44.4 46.3Total European Division48.5 49.3 48.6LiLAC Group: LiLAC Division: CWC37.5 N.M. N.M.Chile39.5 39.1 39.1Puerto Rico50.3 44.1 42.1Total LiLAC Division40.1 40.7 39.8_______________ N.M. — Not Meaningful.In addition to organic changes in the revenue, programming and other direct costs of services, other operating expenses and SG&A expenses of ourreportable segments, the Adjusted OIBDA margins presented above include the impact of acquisitions, the most significant of which are the CWCAcquisition, the BASE Acquisition, the Choice Acquisition and the Ziggo Acquisition. In this regard, the Adjusted OIBDA margin of Belgium during 2016was adversely impacted by the inclusion of BASE, while the 2016 Adjusted OIBDA margin of Puerto Rico was positively impacted by the realized synergieswith respect to the Choice Acquisition. During 2015, as compared to 2014, the Adjusted OIBDA margins of the Netherlands and Puerto Rico were adverselyimpacted by the inclusion of Ziggo and Choice, respectively, each of which generated relatively lower Adjusted OIBDA margins than the respective legacyoperations. For discussion of the factors contributing to other changes in the Adjusted OIBDA margins of our reportable segments, see the above analyses ofthe revenue and expenses of our reportable segments.II-48Discussion and Analysis of our Consolidated Operating ResultsGeneralFor more detailed explanations of the changes in our revenue and operating (including direct costs of services and other operating costs) and SG&Aexpenses, see Discussion and Analysis of our Reportable Segments above.2016 compared to 2015RevenueOur revenue by major category is set forth below: Year ended December 31, Increase (decrease) Organicincrease (decrease) 2016 2015 $ % $ % in millions, except percentagesSubscription revenue (a): Video$6,378.0 $6,380.1 $(2.1) — $103.7 1.6Broadband internet5,309.4 5,073.4 236.0 4.7 345.9 6.6Fixed-line telephony3,018.6 3,160.9 (142.3) (4.5) (53.4) (1.6)Cable subscription revenue14,706.0 14,614.4 91.6 0.6 396.2 2.7Mobile (b)1,706.4 1,037.3 669.1 64.5 (20.9) (1.2)Total subscription revenue16,412.4 15,651.7 760.7 4.9 375.3 2.2B2B revenue (c)2,156.3 1,580.2 576.1 36.5 39.8 1.8Other revenue (b) (d)1,440.1 1,048.1 392.0 37.4 112.5 8.2Total$20,008.8 $18,280.0 $1,728.8 9.5 $527.6 2.6_______________(a)Subscription revenue includes amounts received from subscribers for ongoing services, excluding installation fees and late fees. Subscription revenuefrom subscribers who purchase bundled services at a discounted rate is generally allocated proportionally to each service based on the standalone pricefor each individual service. As a result, changes in the standalone pricing of our cable and mobile products or the composition of bundles cancontribute to changes in our product revenue categories from period to period.(b)Mobile subscription revenue excludes mobile interconnect revenue of $313.4 million and $212.7 million during 2016 and 2015, respectively. Mobileinterconnect revenue and revenue from mobile handset sales are included in other revenue.(c)B2B revenue includes revenue from business broadband internet, video, voice, mobile and data services offered to medium to large enterprises and, ona wholesale basis, to other operators. We also provide services to certain SOHO subscribers. SOHO subscribers pay a premium price to receiveexpanded service levels along with video, broadband internet, fixed-line telephony or mobile services that are the same or similar to the mass marketedproducts offered to our residential subscribers. Revenue from SOHO subscribers, which is included in subscription revenue, aggregated $491.8 millionand $319.2 million during 2016 and 2015, respectively. On an organic basis, our total B2B revenue, including revenue from SOHO subscribers,increased 5.4% during 2016, as compared to 2015. A portion of the increase in our SOHO revenue is attributable to the conversion of our residentialsubscribers to SOHO subscribers.(d)Other revenue includes, among other items, interconnect fees, mobile handset sales, channel carriage fees and installation fees.Total revenue. Our consolidated revenue increased $1,728.8 million during 2016, as compared to 2015. This increase includes (i) an increase of $2,117.4million attributable to the impact of acquisitions and (ii) a decrease of $29.5 million attributable to the impact of dispositions. Excluding the effects ofacquisitions, dispositions and FX, our consolidated revenue increased $527.6 million or 2.6%.II-49Subscription revenue. The details of the change in our consolidated subscription revenue for 2016, as compared to 2015, are as follows (in millions):Increase in cable subscription revenue due to change in: Average number of RGUs$266.9ARPU129.3Total increase in cable subscription revenue396.2Decrease in mobile subscription revenue(20.9)Total organic increase in subscription revenue375.3Impact of acquisitions1,109.3Impact of a disposal(11.8)Impact of FX(712.1)Total$760.7Excluding the effects of acquisitions, dispositions and FX, our consolidated cable subscription revenue increased $396.2 million or 2.7% during 2016,as compared to 2015. This increase is due to the net effect of (i) an increase from broadband internet services of $345.9 million or 6.6%, attributable to anincrease in the average number of broadband internet RGUs and higher ARPU from broadband internet services, (ii) an increase from video services of $103.7million or 1.6%, attributable to the net effect of (a) higher ARPU from video services and (b) a decline in the average number of video RGUs, and (iii) adecrease from fixed-line telephony services of $53.4 million or 1.6%, attributable to the net effect of (1) lower ARPU from fixed-line telephony services and(2) an increase in the average number of fixed-line telephony RGUs.Excluding the effects of acquisitions and FX, our consolidated mobile subscription revenue decreased $20.9 million or 1.2% during 2016, as comparedto 2015. This decrease is largely due to the net effect of (i) a decline in the U.K., largely associated with the U.K. Split-contract Program, and (ii) increases inBelgium, Switzerland and Chile.B2B revenue. Excluding the effects of acquisitions and FX, our consolidated B2B revenue increased $39.8 million or 1.8% during 2016, as compared to2015. This increase is largely due to increases in the U.K. and Belgium.Other revenue. Excluding the effects of acquisitions, dispositions and FX, our consolidated other revenue increased $112.5 million or 8.2% during 2016,as compared to 2015. This increase is primarily attributable to an increase in mobile handset sales, mainly associated with Split-contract Programs, primarilyin the U.K.For additional information concerning the changes in our subscription, B2B and other revenue, see Discussion and Analysis of our Reportable Segments— Revenue — 2016 compared to 2015 above. For information regarding the competitive environment in certain of our markets, see Overview above.II-50Supplemental revenue informationOur revenue by major category for the Liberty Global Group is set forth below: Year ended December 31, Increase (decrease) Organicincrease (decrease) 2016 2015 $ % $ % in millions, except percentagesLiberty Global Group: Subscription revenue: Video$5,730.4 $5,853.8 $(123.4) (2.1) $88.1 1.5Broadband internet4,731.2 4,669.9 61.3 1.3 303.6 6.5Fixed-line telephony2,790.4 2,996.0 (205.6) (6.9) (39.8) (1.3)Cable subscription revenue13,252.0 13,519.7 (267.7) (2.0) 351.9 2.6Mobile (a)1,249.3 1,001.7 247.6 24.7 (27.5) (2.0)Total subscription revenue14,501.3 14,521.4 (20.1) (0.1) 324.4 2.2B2B revenue (b)1,538.8 1,564.6 (25.8) (1.6) 34.3 2.1Other revenue1,244.9 976.7 268.2 27.5 115.6 9.8Total Liberty Global Group$17,285.0 $17,062.7 $222.3 1.3 $474.3 2.7_______________(a)Mobile subscription revenue excludes mobile interconnect revenue of $281.9 million and $209.2 million during 2016 and 2015, respectively. Mobileinterconnect revenue and revenue from mobile handset sales are included in other revenue.(b)Revenue from SOHO subscribers, which is included in subscription revenue, aggregated $466.0 million and $298.6 million during 2016 and 2015,respectively. On an organic basis, the Liberty Global Group’s total B2B revenue, including revenue from SOHO subscribers, increased 6.7% during2016, as compared to 2015.Our revenue by major category for the LiLAC Group is set forth below: Year ended December 31, Increase Organicincrease (decrease) 2016 2015 $ % $ % in millions, except percentagesLiLAC Group: Subscription revenue: Video$647.6 $526.3 $121.3 23.0 $15.6 2.4Broadband internet578.2 403.5 174.7 43.3 42.3 7.7Fixed-line telephony228.2 164.9 63.3 38.4 (13.6) (5.5)Cable subscription revenue1,454.0 1,094.7 359.3 32.8 44.3 3.1Mobile (a)457.1 35.6 421.5 1,184.0 6.6 1.5Total subscription revenue1,911.1 1,130.3 780.8 69.1 50.9 2.7B2B revenue (b)617.5 15.6 601.9 3,858.3 5.5 0.9Other revenue195.2 71.4 123.8 173.4 (3.1) (1.5)Total LiLAC Group$2,723.8 $1,217.3 $1,506.5 123.8 $53.3 2.0_______________(a)Mobile subscription revenue excludes mobile interconnect revenue of $31.5 million and $3.5 million during 2016 and 2015, respectively. Mobileinterconnect revenue and revenue from mobile handset sales are included in other revenue.(b)Revenue from SOHO subscribers, which is included in subscription revenue, aggregated $25.8 million and $20.6 million during 2016 and 2015,respectively. On an organic basis, the LiLAC Group’s total B2B revenue, including revenue from SOHO subscribers, increased 1.3% during 2016, ascompared to 2015.II-51Programming and other direct costs of servicesOur programming and other direct costs of services increased $502.2 million during 2016, as compared to 2015. This increase includes (i) an increase of$579.0 million attributable to the impact of the CWC Acquisition, the BASE Acquisition, the Choice Acquisition and other less significant acquisitions and(ii) a decrease of $21.6 million attributable to the U.K. Non-Cable Disposal and other less significant dispositions. Excluding the effects of acquisitions,dispositions and FX, our programming and other direct costs of services increased $203.5 million or 4.4% during 2016, as compared to 2015. This increase isprimarily attributable to the net effect of (a) an increase in programming and copyright costs, (b) a decrease in mobile access and interconnect costs and (c) anincrease in mobile handset costs. For additional information regarding the changes in our programming and other direct costs of services, see Discussion andAnalysis of our Reportable Segments — Programming and Other Direct Costs of Services of our Reportable Segments above.Other operating expensesOur other operating expenses increased $229.6 million during 2016, as compared to 2015. This increase includes (i) an increase of $365.6 millionattributable to the impact of the CWC Acquisition, the BASE Acquisition, the Choice Acquisition and other less significant acquisitions and (ii) a decrease of$2.2 million attributable to the U.K. Non-Cable Disposal and other less significant dispositions. Our other operating expenses include share-basedcompensation expense, which increased $1.3 million during 2016. For additional information, see the discussion under Share-based compensation expensebelow. Excluding the effects of acquisitions, dispositions, FX and share-based compensation expense, our other operating expenses decreased $25.7 millionor 0.9% during 2016, as compared to 2015. This decrease is primarily attributable to the net effect of (a) a decrease in personnel costs, (b) an increase innetwork-related expenses, (c) an increase in outsourced labor and professional fees, (d) an increase in information technology-related costs and (e) a decreasein bad debt and collection expenses. Certain of these changes include an aggregate decrease in integration-related costs in the Netherlands of $15.2 million.For additional information regarding the changes in our operating expenses, see Discussion and Analysis of our Reportable Segments — Other OperatingExpenses of our Reportable Segments above.SG&A expensesOur SG&A expenses increased $395.2 million during 2016, as compared to 2015. This increase includes $474.0 million attributable to the impact of theCWC Acquisition, the BASE Acquisition, the Choice Acquisition and other less significant acquisitions. Our SG&A expenses include share-basedcompensation expense, which decreased $22.6 million during 2016. For additional information, see the discussion under Share-based compensation expensebelow. Excluding the effects of acquisitions, FX and share-based compensation expense, our SG&A expenses increased $57.4 million or 1.7% during 2016,as compared to 2015. This increase is primarily due to the net effect of (i) an increase in personnel costs, (ii) a decrease in external sales and marketing costs,(iii) an increase in outsourced labor and professional fees, (iv) an increase in outsourced call center costs and (v) an increase in facilities expenses. Certain ofthese changes include (a) an aggregate decrease in integration-related costs in the Netherlands of $10.9 million, (b) an aggregate decrease in integration-related costs in Belgium of $3.7 million and (c) an aggregate increase in integration-related costs related to CWC of $13.3 million, including $9.9 millionincurred by CWC in connection with the integration of Columbus with CWC’s operations and CWC’s operations with Liberty Global and the LiLACDivision. For additional information regarding the changes in our SG&A expenses, see Discussion and Analysis of our Reportable Segments — SG&AExpenses of our Reportable Segments above.II-52Share-based compensation expense (included in other operating and SG&A expenses)Our share-based compensation expense primarily relates to the share-based incentive awards issued by Liberty Global to its employees and employees ofits subsidiaries. A summary of the aggregate share-based compensation expense that is included in our other operating and SG&A expenses is set forth below: Year ended December 31, 2016 2015 in millionsLiberty Global shares: Performance-based incentive awards (a)$162.7 $157.1Other share-based incentive awards114.9 149.6Total Liberty Global shares (b)277.6 306.7Telenet share-based incentive awards (c)12.2 9.2Other7.1 2.3Total$296.9 $318.2Included in: Other operating expense: Liberty Global Group$3.3 $3.1LiLAC Group1.4 0.3Total other operating expense4.7 3.4SG&A expense: Liberty Global Group278.2 312.7LiLAC Group14.0 2.1Total SG&A expense292.2 314.8Total$296.9 $318.2_______________ (a)Includes share-based compensation expense related to (i) Liberty Global PSUs, (ii) the Challenge Performance Awards and (iii) the PGUs.(b)In connection with the LiLAC Transaction, our compensation committee approved the 2015 Award Modifications (as defined and described in note 13to our consolidated financial statements) in accordance with the underlying share-based incentive plans. As a result of the 2015 Award Modifications,we recognized $16.1 million and $69.3 million of incremental expense during 2016 and 2015, respectively.(c)Represents the share-based compensation expense associated with Telenet’s share-based incentive awards, which, at December 31, 2016, included (i)warrants and employee stock options (2,473,404 awards outstanding at a weighted average exercise price of €43.70 ($46.09)), (ii) performance-basedspecific stock option plans for the Chief Executive Officer (745,000 awards outstanding at a weighted average exercise price of €40.60 ($42.82)), (iii)performance-based share awards (173,640 awards outstanding) and (iv) performance-based specific stock option plans for employees (18,750 awardsoutstanding at a weighted average exercise price of €48.83 ($51.50)).For additional information concerning our share-based compensation, see note 13 to our consolidated financial statements.II-53Depreciation and amortization expenseThe details of our depreciation and amortization expense are as follows: Year ended December 31, Increase (decrease) 2016 2015 $ % in millions Liberty Global Group$5,213.8 $5,609.4 $(395.6) (7.1)LiLAC Group587.3 216.4 370.9 171.4Total$5,801.1 $5,825.8 $(24.7) (0.4)Excluding the effects of FX, depreciation and amortization expense increased $277.3 million or 4.8% during 2016, as compared to 2015. This increase isprimarily due to the net effect of (i) an increase associated with property and equipment additions related to the installation of customer premises equipment,the expansion and upgrade of our networks and other capital initiatives, (ii) a decrease associated with certain assets becoming fully depreciated, primarily inU.K./Ireland, the Netherlands and, to a lesser extent, Chile, Switzerland/Austria, Belgium and Germany, (iii) an increase associated with acquisitions,primarily as a result of the CWC Acquisition and BASE Acquisition, and (iv) a decrease in the Netherlands as a result of the held-for-sale presentation ofZiggo Group Holding and Ziggo Sport from August 3, 2016 through the December 31, 2016 completion of the Dutch JV Transaction.Impairment, restructuring and other operating items, netThe details of our impairment, restructuring and other operating items, net, are as follows: Year ended December 31, 2016 2015 in millions Liberty Global Group$194.7 $154.3LiLAC Group153.8 19.8Total$348.5 $174.1 The total for 2016 includes (i) direct acquisition costs of $164.0 million, primarily related to the CWC Acquisition and, to a lesser extent, the Dutch JVTransaction and the BASE Acquisition, and (ii) restructuring charges of $189.1 million, including (a) $144.4 million of employee severance and terminationcosts related to certain reorganization activities, primarily in Germany, U.K./Ireland, the European Division’s central operations, Chile and the Netherlands,and (b) $41.3 million of contract termination and other costs related to (1) contract termination charges, primarily in the European Division’s centraloperations, the corporate and other category and Chile, and (2) the write-off of a prepaid indefeasible right of use for telecommunications capacity by LibertyPuerto Rico due to the abandonment of this capacity in favor of capacity on CWC’s network. The direct acquisition costs incurred during 2016 includetransfer and stamp taxes as well as investment banking and other advisory fees.Based on the results of our October 1, 2016 goodwill impairment test, a hypothetical decline of 20% or more in the fair value of any of CWC’s reportingunits could result in the need to record a goodwill impairment charge. At December 31, 2016, the aggregate goodwill associated with the CWC reportingunits was $5.5 billion. If, among other factors, (i) the equity values of the LiLAC Group were to remain depressed or decline further or (ii) the adverse impactsof economic, competitive, regulatory or other factors were to cause our results of operations or cash flows to be worse than anticipated, we could conclude infuture 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. Anysuch impairment charges could be significant.The total for 2015 includes (i) restructuring charges of $103.8 million, including (a) $102.3 million of employee severance and termination costs relatedto certain reorganization activities, primarily in the Netherlands, U.K./Ireland, Germany, Switzerland/Austria and Puerto Rico, (b) contract terminationcharges of $19.3 million, primarily in Belgium, Chile and Puerto Rico, and (c) a credit of $17.0 million recorded by Telenet during the fourth quarterfollowing the settlement of its DTT capacity contract obligations, the fair value of which were originally recorded during 2014 when Telenet discontinuedthe provision of DTT services, (ii) direct acquisition costs of $49.8 million, primarily related to our acquisition of CWC, Telenet’s acquisition of BASE, ouracquisition of additional shares of ITV, the Choice Acquisition and the Ziggo Acquisition, (iii) impairment charges of $24.8 million,II-54primarily in U.K./Ireland, the Netherlands and Switzerland/Austria, and (iv) a $23.1 million loss on the divestiture of our Film1 channels.For information regarding our acquisitions, see note 4 to our consolidated financial statements. For information regarding the Dutch JV Transaction, seenote 5 to our consolidated financial statements.For additional information regarding our restructuring charges, see note 14 to our consolidated financial statements. For additional informationregarding our impairments, see Critical Accounting Policies, Judgments and Estimates — Impairment of Property and Equipment and Intangible Assetsbelow.Interest expenseThe details of our interest expense are as follows: Year ended December 31, Increase 2016 2015 $ % in millions Liberty Global Group$2,324.4 $2,284.1 $40.3 1.8LiLAC Group314.4 157.9 156.5 99.1Inter-group eliminations(0.4) (0.6) 0.2 N.M.Total$2,638.4 $2,441.4 $197.0 8.1_______________N.M. — Not Meaningful.Excluding the effects of FX, interest expense increased $145.6 million or 6.0% during 2016, as compared to 2015. This increase is primarily attributableto the net effect of (i) higher average outstanding debt balances, largely due to debt incurred in connection with the CWC Acquisition, the BASE Acquisitionand debt issued by Ziggo Group Holding in advance of the closing of the Dutch JV Transaction and (ii) lower weighted average interest rates related to thecompletion of certain financing transactions that resulted in extended maturities and decreases to certain of our interest rates. For additional informationregarding our outstanding indebtedness, see note 10 to our consolidated financial statements.It is possible that the interest rates on (i) any new borrowings could be higher than the current interest rates on our existing indebtedness and (ii) ourvariable-rate indebtedness could increase in future periods. As further discussed in note 7 to our consolidated financial statements and under Qualitative andQuantitative Disclosures about Market Risk below, we use derivative instruments to manage our interest rate risks.II-55Realized and unrealized gains on derivative instruments, netOur realized and unrealized gains or losses on derivative instruments include (i) unrealized changes in the fair values of our derivative instruments thatare non-cash in nature until such time as the derivative contracts are fully or partially settled and (ii) realized gains or losses upon the full or partial settlementof the derivative contracts. The details of our realized and unrealized gains on derivative instruments, net, are as follows: Year ended December 31, 2016 2015 in millions Cross-currency and interest rate derivative contracts: Liberty Global Group$716.2 $855.7LiLAC Group(216.8) 217.0Total cross-currency and interest rate derivative contracts (a)499.4 1,072.7Equity-related derivative instruments - Liberty Global Group: ITV Collar351.5 (222.6)Sumitomo Collar(25.6) (20.3)Lionsgate Forward10.1 14.5Other1.6 0.7Total equity-related derivative instruments (b)337.6 (227.7)Foreign currency forward and option contracts: Liberty Global Group18.1 (9.0)LiLAC Group(9.1) 10.3Total foreign currency forward contracts9.0 1.3Other - Liberty Global Group(0.9) 0.9 Total Liberty Global Group1,071.0 619.9Total LiLAC Group(225.9) 227.3Total$845.1 $847.2_______________ (a)The gain during 2016 is primarily attributable to the net effect of (i) gains associated with decreases in the values of the British pound sterling andeuro relative to the U.S. dollar, (ii) losses associated with decreases in market interest rates in the British pound sterling, euro and Chilean pesomarkets, (iii) losses associated with increases in market interest rates in the U.S. dollar market, (iv) losses associated with an increase in the value of theChilean peso relative to the U.S. dollar, and (v) gains associated with increases in market interest rates in the Swiss franc and Polish zloty markets. Inaddition, the gain during 2016 includes a net loss of $16.4 million resulting from changes in our credit risk valuation adjustments. The gain during2015 is primarily attributable to the net effect of (a) gains associated with decreases in the values of the euro, British pound sterling and Chilean pesorelative to the U.S. dollar, (b) losses associated with an increase in the value of the Swiss franc relative to the euro and (c) gains associated withincreases in market interest rates in the Chilean peso market. In addition, the gain during 2015 includes a net loss of $9.3 million resulting fromchanges in our credit risk valuation adjustments.(b)For information concerning the factors that impact the valuations of our equity-related derivative instruments, see note 8 to our consolidated financialstatements.For additional information concerning our derivative instruments, see notes 7 and 8 to our consolidated financial statements and Quantitative andQualitative Disclosures about Market Risk below.II-56Foreign currency transaction losses, netOur foreign currency transaction gains or losses primarily result from the remeasurement of monetary assets and liabilities that are denominated incurrencies other than the underlying functional currency of the applicable entity. Unrealized foreign currency transaction gains or losses are computed basedon period-end exchange rates and are non-cash in nature until such time as the amounts are settled. The details of our foreign currency transaction losses, net,are as follows: Year ended December 31, 2016 2015 in millions Liberty Global Group: U.S. dollar denominated debt issued by British pound sterling functional currency entities$(954.4) $(210.0)Intercompany payables and receivables denominated in a currency other than the entity’s functional currency (a)731.6 (98.4)U.S. dollar denominated debt issued by euro functional currency entities(481.6) (715.7)British pound sterling denominated debt issued by a U.S. dollar functional currency entity251.2 89.6Cash and restricted cash denominated in a currency other than the entity’s functional currency203.5 22.9Euro denominated debt issued by British pound sterling functional currency entities(75.7) 8.1Yen denominated debt issued by a U.S. dollar functional currency entity(40.3) 2.0Other(34.4) (24.3)Total Liberty Global Group(400.1) (925.8)LiLAC Group: U.S. dollar denominated debt issued by a Chilean peso functional currency entity82.8 (215.8)British pound sterling denominated debt issued by a U.S. dollar functional currency entity32.1 —Other(4.8) (7.6)Total LiLAC Group110.1 (223.4)Total$(290.0) $(1,149.2)_______________ (a)Amounts primarily relate to (i) loans between certain of our non-operating and operating subsidiaries in Europe, which generally are denominated inthe currency of the applicable operating subsidiary, and (ii) loans between certain of our non-operating subsidiaries in the U.S. and Europe.For information regarding how we manage our exposure to foreign currency risk, see Quantitative and Qualitative Disclosures about Market Risk —Foreign Currency Risk below.II-57Realized and unrealized gains (losses) due to changes in fair values of certain investments and debt, netOur realized and unrealized gains or losses due to changes in fair values of certain investments and debt include unrealized gains or losses associatedwith changes in fair values that are non-cash in nature until such time as these gains or losses are realized through cash transactions. For additionalinformation regarding our investments, fair value measurements and debt, see notes 6, 8 and 10, respectively, to our consolidated financial statements. All ofour investments and debt that we account for using the fair value method are attributed to the Liberty Global Group. The details of our realized andunrealized gains (losses) due to changes in fair values of certain investments and debt, net, are as follows: Year ended December 31, 2016 2015 in millionsInvestments: ITV$(608.6) $165.6Sumitomo67.2 (2.0)Lionsgate(33.4) (33.2)ITI Neovision16.0 (17.0)Other, net (a)119.9 11.1Total investments(438.9) 124.5Debt(22.6) —Total$(461.5) $124.5_______________ (a)The amount for 2016 includes a gain of $84.4 million related to an investment that was sold during the third quarter of 2016.Losses on debt modification and extinguishment, netThe details of our net losses on debt modification and extinguishment are as follows: Year ended December 31, 2016 2015 in millions Liberty Global Group$(238.1) $(388.0)LiLAC Group0.9 —Total$(237.2) $(388.0)The net loss during 2016 is attributable to (i) the payment of $150.3 million of redemption premiums, (ii) the write-off of $82.0 million of deferredfinancing costs, (iii) a loss of $9.6 million related to the settlement of portions of the Sumitomo Collar and the Sumitomo Collar Loan and (iv) the write-off of$4.7 million of net unamortized premiums.The loss during 2015 is attributable to (i) the payment of $310.8 million of redemption premiums, (ii) the write-off of $66.1 million of deferred financingcosts, (iii) the write-off of $10.3 million of net unamortized discounts and (iv) the payment of $0.8 million of third-party costs. For additional information concerning our losses on debt modification and extinguishment, net, see note 10 to our consolidated financial statements.Gain on Dutch JV TransactionIn connection with the Dutch JV Transaction, we recognized a pre-tax gain of $520.8 million, net of the recognition of a cumulative foreign currencytranslation loss of $714.5 million. For additional information, see note 5 to our consolidated financial statements.II-58Other income (expense), netThe details of our other income (expense), net are as follows: Year ended December 31, 2016 2015 in millions Liberty Global Group$(2.4) $(24.5)LiLAC Group12.1 (1.8)Inter-group eliminations(0.4) (0.6)Total$9.3 $(26.9)The total 2016 and 2015 amounts include (i) expense of $111.2 million and $56.8 million, respectively, representing our share of the results of affiliatesand (ii) interest and dividend income of $46.9 million and $35.9 million, respectively. In addition, the 2016 amount includes income of $69.8 million,representing our share of the settlement of certain litigation. For additional information regarding our equity method investments, see note 6 to ourconsolidated financial statements. Income tax benefit (expense)The details of our income tax benefit (expense) are as follows: Year ended December 31, 2016 2015 in millions Liberty Global Group$1,347.0 $(324.3)LiLAC Group(129.1) (40.6)Total$1,217.9 $(364.9) The income tax benefit during 2016 differs from the expected income tax expense of $109.9 million (based on the U.K. statutory income tax rate of20.0%), primarily due to the net positive impact of (i) a decrease in valuation allowances, including tax benefits of $1.1 billion recognized in the Netherlandsupon the release of valuation allowances in the fourth quarter of 2016, (ii) the recognition of previously unrecognized tax benefits, (iii) non-deductible ornon-taxable foreign currency exchange results, (iv) the tax effect of intercompany financing and (v) statutory tax rates in certain jurisdictions in which weoperate that are different than the U.K. statutory income tax rate. The release of valuation allowances in the Netherlands is attributable to a significantimprovement in our forecast of taxable income in the Netherlands, due to, among other factors, the impacts of contributing Ziggo Group Holding to theDutch JV on December 31, 2016, as further described in note 5 to our consolidated financial statements. The net positive impact of these items was partiallyoffset by the net negative impact of (a) certain permanent differences between the financial and tax accounting treatment of interest and other items and (b) areduction in net deferred tax assets in the U.K. and other countries due to enacted changes in tax law.The income tax expense during 2015 differs from the expected income tax benefit of $136.9 million (based on the U.K. statutory income tax rate of20.0%) primarily due to the net negative impact of (i) an increase in valuation allowances, (ii) a reduction in net deferred tax assets in the U.K. due to enactedchanges in tax law and (iii) certain permanent differences between the financial and tax accounting treatment of items associated with investments insubsidiaries and affiliates. The net negative impact of these items was partially offset by the net positive impact of (a) the tax effect of intercompanyfinancing and (b) statutory tax rates in certain jurisdictions in which we operate that are different than the U.K. statutory income tax rate.For additional information concerning our income taxes, see note 11 to our consolidated financial statements.II-59Earnings (loss) from continuing operationsThe details of our earnings (loss) from continuing operations is as follows: Year ended December 31, 2016 2015 in millions Liberty Global Group$1,994.5 $(1,101.2)LiLAC Group(227.2) 51.7Total$1,767.3 $(1,049.5)Our earnings (loss) from continuing operations consists of (i) operating income of $2,801.3 million and $2,349.2 million, respectively, (ii) net non-operating expense of $2,251.9 million and $3,033.8 million, respectively, and (iii) income tax benefit (expense) of $1,217.9 million and ($364.9 million),respectively.Gains or losses associated with (i) changes in the fair values of derivative instruments, (ii) movements in foreign currency exchange rates and (iii) thedisposition of assets and changes in ownership are subject to a high degree of volatility and, as such, any gains from these sources do not represent a reliablesource of income. In the absence of significant gains in the future from these sources or from other non-operating items, our ability to achieve earnings fromcontinuing operations is largely dependent on our ability to increase our aggregate Adjusted OIBDA to a level that more than offsets the aggregate amount ofour (a) share-based compensation expense, (b) depreciation and amortization, (c) impairment, restructuring and other operating items, (d) interest expense, (e)other non-operating expenses and (f) income tax expenses.Due largely to the fact that we seek to maintain our debt at levels that provide for attractive equity returns, as discussed under Liquidity and CapitalResources — Capitalization below, we expect that we will continue to report significant levels of interest expense for the foreseeable future. For informationconcerning our expectations with respect to trends that may affect certain aspects of our operating results in future periods, see the discussion under Overviewabove. For information concerning the reasons for changes in specific line items in our consolidated statements of operations, see the discussion underDiscussion and Analysis of our Reportable Segments and Discussion and Analysis of our Consolidated Operating Results above.Net earnings attributable to noncontrolling interestsThe details of our net earnings attributable to noncontrolling interests are as follows: Year ended December 31, 2016 2015 Increase(decrease) in millions Liberty Global Group$33.7 $95.2 $(61.5)LiLAC Group28.3 7.8 20.5Total$62.0 $103.0 $(41.0)The decrease in net earnings attributable to noncontrolling interests during 2016, as compared to 2015, is primarily attributable to the results ofoperations of (i) Telenet, (ii) certain CWC subsidiaries following the CWC Acquisition and (iii) Liberty Puerto Rico.II-602015 compared to 2014RevenueOur revenue by major category is set forth below: Year ended December 31, Increase (decrease) Organicincrease (decrease) 2015 2014 $ % $ % in millions, except percentagesSubscription revenue (a): Video$6,380.1 $6,535.7 $(155.6) (2.4) $27.4 0.4Broadband internet5,073.4 4,713.6 359.8 7.6 441.2 8.3Fixed-line telephony3,160.9 3,258.9 (98.0) (3.0) (25.9) (0.7)Cable subscription revenue14,614.4 14,508.2 106.2 0.7 442.7 2.7Mobile (b)1,037.3 1,085.6 (48.3) (4.4) 39.5 3.6Total subscription revenue15,651.7 15,593.8 57.9 0.4 482.2 2.8B2B revenue (c)1,580.2 1,515.9 64.3 4.2 101.4 6.2Other revenue (b) (d)1,048.1 1,138.6 (90.5) (7.9) 74.9 6.7Total$18,280.0 $18,248.3 $31.7 0.2 $658.5 3.3 _________________(a)Subscription revenue includes amounts received from subscribers for ongoing services, excluding installation fees and late fees. Subscription revenuefrom subscribers who purchase bundled services at a discounted rate is generally allocated proportionally to each service based on the standalone pricefor each individual service. As a result, changes in the standalone pricing of our cable and mobile products or the composition of bundles cancontribute to changes in our product revenue categories from period to period.(b)Mobile subscription revenue excludes mobile interconnect revenue of $212.7 million and $245.0 million during 2015 and 2014, respectively. Mobileinterconnect revenue and revenue from mobile handset sales are included in other revenue.(c)B2B revenue includes revenue from business broadband internet, video, voice, mobile and data services offered to medium to large enterprises and, ona wholesale basis, to other operators. We also provide services to certain SOHO subscribers. SOHO subscribers pay a premium price to receiveexpanded service levels along with video, broadband internet, fixed-line telephony or mobile services that are the same or similar to the mass marketedproducts offered to our residential subscribers. Revenue from SOHO subscribers, which is included in subscription revenue, aggregated $319.2 millionand $216.5 million during 2015 and 2014, respectively. On an organic basis, our total B2B revenue, including revenue from SOHO subscribers,increased 10.7% during 2015, as compared to 2014. A portion of the increase in our SOHO revenue is attributable to the conversion of our residentialsubscribers to SOHO subscribers.(d)Other revenue includes, among other items, interconnect, mobile handset sales, channel carriage fee and installation revenue.Total revenue. Our consolidated revenue increased $31.7 million during 2015, as compared to 2014. This increase includes (i) an increase of $1,879.4million attributable to the impact of acquisitions and (ii) a decrease of $63.2 million attributable to the U.K. Non-Cable Disposal and another less significantdisposition. Excluding the effects of acquisitions, dispositions and FX, our consolidated revenue increased $658.5 million or 3.3%.II-61Subscription revenue. The details of the change in our consolidated subscription revenue for 2015, as compared to 2014, are as follows (in millions):Increase in cable subscription revenue due to change in: Average number of RGUs$234.5ARPU208.2Total increase in cable subscription revenue442.7Increase in mobile subscription revenue39.5Total organic increase in subscription revenue482.2Impact of acquisitions1,701.2Impact of FX(2,125.5)Total$57.9Excluding the effects of acquisitions and FX, our consolidated cable subscription revenue increased $442.7 million or 2.7% during 2015, as compared to2014. This increase is due to the net effect of (i) an increase from broadband internet services of $441.2 million or 8.3%, attributable to an increase in theaverage number of broadband internet RGUs and higher ARPU from broadband internet services, (ii) an increase from video services of $27.4 million or0.4%, attributable to the net effect of (a) higher ARPU from video services and (b) a decline in the average number of video RGUs, and (iii) a decrease fromfixed-line telephony services of $25.9 million or 0.7%, attributable to the net effect of (1) lower ARPU from fixed-line telephony services and (2) an increasein the average number of fixed-line telephony RGUs.Excluding the effects of acquisitions and FX, our consolidated mobile subscription revenue increased $39.5 million or 3.6% during 2015, as comparedto 2014. This increase is primarily due to the net effect of (i) increases in Belgium, Chile, Switzerland and the Netherlands and (ii) a decline in the U.K.B2B revenue. Excluding the effects of acquisitions and FX, our consolidated B2B revenue increased $101.4 million or 6.2% during 2015, as compared to2014. This increase is primarily due to the net effect of (i) increases in the U.K., Switzerland, Belgium, Germany and Poland and (ii) a decrease in theNetherlands.Other revenue. Excluding the effects of acquisitions, dispositions and FX, our consolidated other revenue increased $74.9 million or 6.7% during 2015,as compared to 2014. This increase is primarily attributable to the net effect of (i) an increase in mobile handset sales, primarily associated with theintroduction of Split-contract Programs in the U.K. and Belgium, (ii) a decrease in fixed-line interconnect revenue, primarily in Chile, Germany and the U.K.,(iii) a decrease in installation revenue, primarily in the U.K. and the Netherlands, and (iv) a decrease in set-top box sales, primarily in Belgium and theNetherlands.For additional information concerning the changes in our subscription, B2B and other revenue, see Discussion and Analysis of our Reportable Segments— Revenue — 2015 compared to 2014 above.II-62Supplemental revenue informationOur revenue by major category for the Liberty Global Group is set forth below: Year ended December 31, Increase (decrease) Organicincrease (decrease) 2015 2014 $ % $ % in millions, except percentagesLiberty Global Group: Subscription revenue: Video$5,853.8 $6,005.8 $(152.0) (2.5) $(1.6) —Broadband internet4,669.9 4,333.5 336.4 7.8 405.7 8.3Fixed-line telephony2,996.0 3,070.5 (74.5) (2.4) (19.8) (0.6)Cable subscription revenue13,519.7 13,409.8 109.9 0.8 384.3 2.6Mobile (a)1,001.7 1,061.2 (59.5) (5.6) 23.2 2.1Total subscription revenue14,521.4 14,471.0 50.4 0.3 407.5 2.5B2B revenue (b)1,564.6 1,506.2 58.4 3.9 96.8 5.9Other revenue976.7 1,066.5 (89.8) (8.4) 72.2 6.9Total Liberty Global Group$17,062.7 $17,043.7 $19.0 0.1 $576.5 3.1_______________(a)Mobile subscription revenue excludes mobile interconnect revenue of $209.2 million and $242.2 million during 2015 and 2014, respectively. Mobileinterconnect revenue and revenue from mobile handset sales are included in other revenue.(b)Revenue from SOHO subscribers, which is included in subscription revenue, aggregated $298.6 million and $199.2 million during 2015 and 2014,respectively. On an organic basis, the Liberty Global Group’s total B2B revenue, including revenue from SOHO subscribers, increased 10.6% during2015, as compared to 2014.Our revenue by major category for the LiLAC Group is set forth below: Year ended December 31, Increase (decrease) Organicincrease (decrease) 2015 2014 $ % $ % in millions, except percentagesLiLAC Group: Subscription revenue: Video$526.3 $529.9 $(3.6) (0.7) $29.0 5.3Broadband internet403.5 380.1 23.4 6.2 35.5 8.7Fixed-line telephony164.9 188.4 (23.5) (12.5) (6.1) (3.2)Cable subscription revenue1,094.7 1,098.4 (3.7) (0.3) 58.4 5.1Mobile (a)35.6 24.4 11.2 45.9 16.3 66.6Total subscription revenue1,130.3 1,122.8 7.5 0.7 74.7 6.4B2B revenue (b)15.6 9.7 5.9 60.8 4.6 41.6Other revenue71.4 72.1 (0.7) (1.0) 2.7 3.5Total LiLAC Group$1,217.3 $1,204.6 $12.7 1.1 $82.0 6.5_______________(a)Mobile subscription revenue excludes mobile interconnect revenue of $3.5 million and $2.8 million during 2015 and 2014, respectively. Mobileinterconnect revenue and revenue from mobile handset sales are included in other revenue.(b)Revenue from SOHO subscribers, which is included in subscription revenue, aggregated $20.6 million and $17.3 million during 2015 and 2014,respectively. On an organic basis, the LiLAC Group’s total B2B revenue, including revenue from SOHO subscribers, increased 16.1% during 2015, ascompared to 2014.II-63Programming and other direct costs of servicesOur programming and other direct costs of services increased $60.9 million during 2015, as compared to 2014. This increase includes (i) an increase of$356.9 million attributable to the impact of the Ziggo Acquisition, the Choice Acquisition and other less significant acquisitions and (ii) a decrease of $50.5million attributable to the U.K. Non-Cable Disposal and another less significant disposition. Excluding the effects of acquisitions, dispositions and FX, ourprogramming and other direct costs of services increased $254.2 million or 5.8% during 2015, as compared to 2014. This increase is primarily attributable toincreases in (a) programming and copyright costs, (b) mobile handset costs and (c) mobile access and interconnect costs. For additional information regardingthe changes in our programming and other direct costs of services, see Discussion and Analysis of our Reportable Segments — Programming and OtherDirect Costs of Services of our Reportable Segments above.Other operating expensesOur other operating expenses decreased $120.6 million during 2015, as compared to 2014. This decrease includes (i) an increase of $245.0 millionattributable to the impact of the Ziggo Acquisition, the Choice Acquisition and other less significant acquisitions and (ii) a decrease of $4.8 millionattributable to the U.K. Non-Cable Disposal and another less significant disposition. Our other operating expenses include share-based compensationexpense, which decreased $4.2 million during 2015 as compared to 2014. For additional information, see the discussion under Share-based compensationexpense below. Excluding the effects of acquisitions, dispositions, FX and share-based compensation expense, our other operating expenses increased $7.0million or 0.2% during 2015, as compared to 2014. This increase is primarily attributable to the net effect of (a) an increase in information technology-relatedcosts, (b) a decrease in personnel costs, (c) an increase in outsourced labor and professional fees and (d) a decrease in network-related expenses. Certain ofthese changes include the impact of a $20.1 million increase in integration-related costs in the Netherlands. For additional information regarding the changesin our other operating expenses, see Discussion and Analysis of our Reportable Segments — Other Operating Expenses of our Reportable Segments above.SG&A expensesOur SG&A expenses increased $7.4 million during 2015, as compared to 2014. This increase includes $294.5 million attributable to the impact of theZiggo Acquisition, the Choice Acquisition and other less significant acquisitions. Our SG&A expenses include share-based compensation expense, whichincreased $65.2 million during 2015 as compared to 2014. For additional information, see the discussion under Share-based compensation expense below.Excluding the effects of acquisitions, FX and share-based compensation expense, our SG&A expenses increased $33.7 million or 1.1% during 2015, ascompared to 2014. This increase is primarily due to the net effect of (i) an increase in outsourced labor and professional fees, including an increase incorporate costs of $19.9 million associated with the Liberty 3.0 initiative, (ii) an increase in personnel costs, (iii) a decrease in external sales and marketingcosts and (iv) a decrease in information technology-related expenses. Certain of these changes include the impact of a $9.6 million increase in integration-related costs, primarily in the Netherlands and Belgium. For additional information regarding the changes in our SG&A expenses, see Discussion andAnalysis of our Reportable Segments — SG&A Expenses of our Reportable Segments above.II-64Share-based compensation expense (included in other operating and SG&A expenses)A summary of our aggregate share-based compensation expense is set forth below: Year ended December 31, 2015 2014 in millionsLiberty Global shares: Performance-based incentive awards (a)$157.1 $129.9Other share-based incentive awards149.6 99.7Total Liberty Global shares (b)306.7 229.6Telenet share-based incentive awards (c)9.2 14.6Other2.3 13.0Total$318.2 $257.2Included in: Other operating expense: Liberty Global Group$3.1 $4.8LiLAC Group0.3 2.8Total other operating expense3.4 7.6SG&A expense: Liberty Global Group312.7 240.8LiLAC Group (b) (d)2.1 8.8Total SG&A expense314.8 249.6Total$318.2 $257.2 ________________(a)Includes share-based compensation expense related to (i) Liberty Global PSUs, (ii) the Challenge Performance Awards and (iii) the PGUs.(b)In connection with the LiLAC Transaction, our compensation committee approved the 2015 Award Modifications (as defined and described in note 13to our consolidated financial statements) in accordance with the underlying share-based incentive plans. As a result of the 2015 Award Modifications,we recognized $69.3 million of incremental expense during 2015.(c)Represents the share-based compensation expense associated with Telenet’s share-based incentive awards.(d)The amount for 2015 includes the reversal of $1.8 million of share-based compensation expense, primarily related to forfeitures of unvested PSUsduring the first quarter of 2015.For additional information concerning our share-based compensation, see note 13 to our consolidated financial statements.Depreciation and amortization expenseThe details of our depreciation and amortization expense are as follows: Year ended December 31, Increase (decrease) 2015 2014 $ % in millions Liberty Global Group$5,609.4 $5,283.4 $326.0 6.2LiLAC Group216.4 216.7 (0.3) (0.1)Total$5,825.8 $5,500.1 $325.7 5.9II-65Excluding the effects of FX, depreciation and amortization expense increased $1,117.8 million or 20.3% during 2015, as compared to 2014. Thisincrease is primarily due to the impact of the Ziggo Acquisition. In addition, a net increase resulted from (i) an increase associated with property andequipment additions related to the installation of customer premises equipment, the expansion and upgrade of our networks and other capital initiatives and(ii) a decrease associated with certain assets becoming fully depreciated, primarily in U.K./Ireland and, to a lesser extent, the Netherlands, Belgium, Germany,Chile and Switzerland/Austria.Impairment, restructuring and other operating items, netThe details of our impairment, restructuring and other operating items, net, are as follows: Year ended December 31, 2015 2014 in millions Liberty Global Group$154.3 $516.7LiLAC Group19.8 20.1Total$174.1 $536.8The total for 2015 includes (i) restructuring charges of $103.8 million, including (a) $102.3 million of employee severance and termination costs relatedto certain reorganization activities, primarily in the Netherlands, U.K./Ireland, Germany, Switzerland/Austria and Puerto Rico, (b) contract terminationcharges of $19.3 million, primarily in Belgium, Chile and Puerto Rico, and (c) a credit of $17.0 million recorded by Telenet during the fourth quarterfollowing the settlement of its DTT capacity contract obligations, the fair value of which were originally recorded during 2014 when Telenet discontinuedthe provision of DTT services, (ii) direct acquisition costs of $49.8 million, primarily related to our acquisition of CWC, Telenet’s acquisition of BASE, ouracquisition of additional shares of ITV, the Choice Acquisition and the Ziggo Acquisition, (iii) impairment charges of $24.8 million, primarily inU.K./Ireland, the Netherlands and Switzerland/Austria, and (iv) a $23.1 million loss on the divestiture of our Film1 channels.The total for 2014 includes (i) direct acquisition costs of $331.3 million, including (a) $222.0 million that was accrued during the fourth quarter inconnection with the settlement of certain third-party appeals of the German competition authority’s 2011 decision to approve our acquisition of KBW and (b)$84.1 million associated with the Ziggo Acquisition, (ii) restructuring charges of $166.9 million, including (1) an $86.1 million charge to record the fairvalue of Telenet’s obligations under certain DTT capacity contracts following Telenet’s decision to discontinue the provision of DTT services on March 31,2014 and (2) $60.4 million of employee severance and termination costs related to certain reorganization activities, primarily in U.K./Ireland, theNetherlands, Germany, Chile and the European Division’s central operations, and (iii) an impairment charge of $68.7 million that was recorded by Ziggoduring the fourth quarter of 2014 to reduce the carrying amount of certain of Ziggo’s internal-use software assets to zero following our determination thatthese assets would have no future service potential for our combined operations in the Netherlands.For additional information regarding our restructuring charges, see note 14 to our consolidated financial statements.Interest expenseThe details of our interest expense are as follows: Year ended December 31, Increase (decrease) 2015 2014 $ % in millions Liberty Global Group$2,284.1 $2,405.1 $(121.0) (5.0)LiLAC Group157.9 140.4 17.5 12.5Inter-group eliminations(0.6) (0.8) 0.2 N.M.Total$2,441.4 $2,544.7 $(103.3) (4.1)_______________N.M. — Not Meaningful.II-66Excluding the effects of FX, interest expense increased $228.5 million or 9.0% during 2015, as compared to 2014. This increase is primarily attributableto the net effect of (i) higher average outstanding debt balances, largely due to debt incurred in connection with the Ziggo Acquisition, and (ii) lowerweighted average interest rates related to the completion of certain financing transactions that resulted in extended maturities and net decreases to certain ofour interest rates. For additional information regarding our outstanding indebtedness, see note 10 to our consolidated financial statements.Realized and unrealized gains on derivative instruments, netThe details of our realized and unrealized gains on derivative instruments, net, are as follows: Year ended December 31, 2015 2014 in millionsCross-currency and interest rate derivative contracts: Liberty Global Group$855.7 $252.5LiLAC Group217.0 41.1Total cross-currency and interest rate derivative contracts (a)1,072.7 293.6Equity-related derivative instruments - Liberty Global Group: ITV Collar(222.6) (77.4)Sumitomo Collar(20.3) (46.0)Lionsgate Forward14.5 —Ziggo Collar (b)— (113.3)Other0.7 0.4Total equity-related derivative instruments (c)(227.7) (236.3)Foreign currency forward contracts: Liberty Global Group(9.0) 29.0LiLAC Group10.3 2.6Total foreign currency forward contracts1.3 31.6Other - Liberty Global Group0.9 (0.1) Total Liberty Global Group619.9 45.1Total LiLAC Group227.3 43.7Total$847.2 $88.8 _______________(a)The gain during 2015 is primarily attributable to the net effect of (i) gains associated with decreases in the values of the euro, British pound sterlingand Chilean peso relative to the U.S. dollar, (ii) losses associated with an increase in the value of the Swiss franc relative to the euro and (iii) gainsassociated with increases in market interest rates in the Chilean peso market. In addition, the gain during 2015 includes a net loss of $9.3 millionresulting from changes in our credit risk valuation adjustments. The gain during 2014 is primarily attributable to the net effect of (a) gains associatedwith decreases in the values of the euro, British pound sterling, Chilean peso and Swiss franc relative to the U.S. dollar, (b) losses associated withdecreases in market interest rates in the euro, British pound sterling, Swiss franc and Chilean peso markets and (c) gains associated with decreases inthe values of the Hungarian forint and Polish zloty relative to the euro. In addition, the gain during 2014 includes a net loss of $120.9 millionresulting from changes in our credit risk valuation adjustments.(b)Upon completion of the Ziggo Acquisition, the Ziggo Collar was terminated.(c)For information concerning the factors that impact the valuations of our equity-related derivative instruments, see note 8 to our consolidated financialstatements.For additional information concerning our derivative instruments, see notes 7 and 8 to our consolidated financial statements and Quantitative andQualitative Disclosures about Market Risk below. II-67Foreign currency transaction losses, netThe details of our foreign currency transaction losses, net, are as follows: Year ended December 31, 2015 2014 in millionsLiberty Global Group: U.S. dollar denominated debt issued by euro functional currency entities$(715.7) $(481.5)U.S. dollar denominated debt issued by a British pound sterling functional currency entity(210.0) (175.1)British pound sterling denominated debt issued by a U.S. dollar functional currency entity89.6 59.6Intercompany payables and receivables denominated in a currency other than the entity’s functional currency (a)(98.4) (358.8)Euro denominated debt issued by a British pound sterling functional currency entity8.1 —Cash and restricted cash denominated in a currency other than the entity’s functional currency22.9 27.5Yen denominated debt issued by a U.S. dollar functional currency entity2.0 109.2Euro denominated debt issued by a U.S. dollar functional currency entity— 72.2Other(24.3) 8.3Total Liberty Global Group(925.8) (738.6)LiLAC Group: U.S. dollar denominated debt issued by a Chilean peso functional currency entity(215.8) (137.1)Intercompany payables and receivables denominated in a currency other than the entity’s functional currency (b)0.9 47.2Other(8.5) (8.0)Total LiLAC Group(223.4) (97.9)Total$(1,149.2) $(836.5)_______________ (a)Amounts primarily relate to (i) loans between certain of our non-operating and operating subsidiaries in Europe, which generally are denominated inthe currency of the applicable operating subsidiary, and (ii) loans between certain of our non-operating subsidiaries in the U.S. and Europe.(b)Amounts primarily relate to loans between certain of our subsidiaries in Europe and Chile.For information regarding how we manage our exposure to foreign currency risk, see Quantitative and Qualitative Disclosures about Market Risk —Foreign Currency Risk below.Realized and unrealized gains (losses) due to changes in fair values of certain investments and debt, netAll of our investments that we account for using the fair value method are attributed to the Liberty Global Group. The details of our realized andunrealized gains (losses) due to changes in fair values of certain investments and debt, net, are as follows: Year ended December 31, 2015 2014 in millionsInvestments (a): ITV$165.6 $54.9Lionsgate(33.2) —ITI Neovision(17.0) 20.5Sumitomo(2.0) (99.8)Ziggo— 224.0Other, net11.1 5.6Total$124.5 $205.2II-68_______________ (a)For additional information regarding our investments and fair value measurements, see notes 6 and 8, respectively, to our consolidated financialstatements.Losses on debt modification and extinguishment, netThe details of our losses on debt modification and extinguishment are as follows: Year ended December 31, 2015 2014 in millions Liberty Global Group$(388.0) $(174.4)LiLAC Group— (11.8)Total$(388.0) $(186.2)The loss during 2015 is attributable to (i) the payment of $310.8 million of redemption premiums, (ii) the write-off of $66.1 million of deferred financingcosts, (iii) the write-off of $10.3 million of net unamortized discounts and (iv) the payment of $0.8 million of third-party costs. The loss during 2014 is attributable to (i) the payment of $265.6 million of redemption premiums, (ii) the write-off of $146.9 million of net unamortizedpremiums, (iii) the write-off of $60.4 million of deferred financing costs and (iv) the payment of $7.1 million of third-party costs.For additional information concerning our losses on debt modification and extinguishment, net, see note 10 to our consolidated financial statements.Other income (expense), netThe details of our other income (expense), net are as follows: Year ended December 31, 2015 2014 in millions Liberty Global Group$(24.5) $(12.0)LiLAC Group(1.8) 2.1Inter-group eliminations(0.6) (0.8)Total$(26.9) $(10.7)The total 2015 and 2014 amounts include (i) expense of $56.8 million and $28.1 million, respectively, representing our share of the results of affiliatesand (ii) interest and dividend income of $35.9 million and $31.7 million, respectively. For additional information regarding our equity method investments,see note 6 to our consolidated financial statements.Income tax benefit (expense)The details of our income tax benefit (expense) are as follows: Year ended December 31, 2015 2014 in millions Liberty Global Group$(324.3) $89.4LiLAC Group(40.6) (14.4)Total$(364.9) $75.0II-69The income tax expense during 2015 differs from the expected income tax benefit of $136.9 million (based on the U.K. statutory income tax rate of20.0%) primarily due to the net negative impact of (i) an increase in valuation allowances, (ii) a reduction in net deferred tax assets in the U.K. due to enactedchanges in tax law and (iii) certain permanent differences between the financial and tax accounting treatment of items associated with investments insubsidiaries and affiliates. The net negative impact of these items was partially offset by the net positive impact of (a) the tax effect of intercompanyfinancing and (b) statutory tax rates in certain jurisdictions in which we operate that are different than the U.K. statutory income tax rate.The income tax benefit during 2014 differs from the expected income tax benefit of $221.7 million (based on the U.K. statutory income tax rate of21.0%) primarily due to the net negative impact of (i) an increase in valuation allowances, (ii) certain permanent differences between the financial and taxaccounting treatment of interest and other items and (iii) certain permanent differences between the financial and tax accounting treatment of itemsassociated with investments in subsidiaries. The net negative impact of these items was partially offset by the net positive impact of (a) statutory tax rates incertain jurisdictions in which we operate that are different than the U.K. statutory income tax rate, (b) the tax effect of intercompany financing, (c) non-deductible or non-taxable foreign currency exchange results and (d) the recognition of previously unrecognized tax benefits.For additional information concerning our income taxes, see note 11 to our consolidated financial statements.Earnings (loss) from continuing operationsThe details of our earnings (loss) from continuing operations are as follows: Year ended December 31, 2015 2014 in millions Liberty Global Group$(1,101.2) $(990.6)LiLAC Group51.7 9.7Total$(1,049.5) $(980.9)Our earnings (loss) from continuing operations consists of (i) operating income of $2,349.2 million and $2,228.2 million, respectively, (ii) net non-operating expense of $3,033.8 million and $3,284.1 million, respectively, and (iii) income tax benefit (expense) of ($364.9 million) and $75.0 million,respectively.Discontinued operationOur earnings from discontinued operation, net of taxes, of $0.8 million during 2014 relate to the operations of the Chellomedia Disposal Group. Inaddition, we recognized an after-tax gain on the disposal of a discontinued operation of $332.7 million related to the January 31, 2014 completion of theChellomedia Transaction. For additional information, see note 5 to our consolidated financial statements.Net earnings attributable to noncontrolling interestsThe details of our net earnings attributable to noncontrolling interests are as follows: Year ended December 31, 2015 2014 Increase in millions Liberty Global Group$95.2 $49.9 $45.3LiLAC Group7.8 (2.3) 10.1Total$103.0 $47.6 $55.4The increase in net earnings attributable to noncontrolling interests during 2015, as compared to 2014, is primarily attributable to the results ofoperations of Telenet.II-70Liquidity and Capital ResourcesSources and Uses of CashWe are a holding company that is dependent on the capital resources of our subsidiaries to satisfy our liquidity requirements at the corporate level. Eachof our significant operating subsidiaries is included within one of our seven primary subsidiary “borrowing groups.” These borrowing groups include therespective restricted parent and subsidiary entities within Virgin Media, Unitymedia, UPC Holding, Telenet, CWC, VTR Finance and Liberty Puerto Rico.Our borrowing groups, which typically generate cash from operating activities, accounted for a significant portion of our consolidated cash and cashequivalents at December 31, 2016. The terms of the instruments governing the indebtedness of these borrowing groups may restrict our ability to access theliquidity of these subsidiaries. In addition, our ability to access the liquidity of these and other subsidiaries may be limited by tax and legal considerations,the presence of noncontrolling interests, foreign currency exchange restrictions with respect to certain CWC subsidiaries and other factors.Cash and cash equivalentsThe details of the U.S. dollar equivalent balances of our consolidated cash and cash equivalents at December 31, 2016 are set forth in the following table(in millions):Cash and cash equivalents held by: Liberty Global and unrestricted subsidiaries: Liberty Global (a)$58.9Unrestricted subsidiaries: Liberty Global Group (b) (c)854.9LiLAC Group (d)77.9Total Liberty Global and unrestricted subsidiaries991.7Borrowing groups (e): CWC (f)271.2VTR Finance125.0Telenet104.6Liberty Puerto Rico78.5UPC Holding28.2Virgin Media (c)27.1Unitymedia2.9Total borrowing groups637.5Total cash and cash equivalents$1,629.2 Liberty Global Group$1,076.6LiLAC Group552.6Total cash and cash equivalents$1,629.2_______________(a)Represents the amount held by Liberty Global on a standalone basis, which is attributed to the Liberty Global Group.(b)Represents the aggregate amount held by subsidiaries attributed to the Liberty Global Group that are outside of our borrowing groups.(c)The Virgin Media borrowing group includes certain subsidiaries of Virgin Media, but excludes Virgin Media. The $0.2 million of cash and cashequivalents held by Virgin Media is included in the amount shown for the Liberty Global Group’s unrestricted subsidiaries.(d)Represents the aggregate amount held by subsidiaries attributed to the LiLAC Group that are outside of our borrowing groups.II-71(e)Except as otherwise noted, represents the aggregate amounts held by the parent entity and restricted subsidiaries of our borrowing groups.(f)CWC's subsidiaries hold substantially all of CWC's consolidated cash. The ability of certain of these subsidiaries to loan or distribute their cash toCWC is limited by foreign exchange restrictions, the existence of noncontrolling interests, tax considerations and restrictions contained within thedebt agreements of certain CWC subsidiaries. As a result, a significant portion of the cash held by CWC subsidiaries is not considered to be animmediate source of corporate liquidity for CWC.Liquidity of Liberty Global and its unrestricted subsidiaries The $58.9 million of cash and cash equivalents held by Liberty Global and, subject to certain tax and legal considerations, the $932.8 million ofaggregate cash and cash equivalents held by the unrestricted subsidiaries attributed to the Liberty Global Group and the LiLAC Group, represented availableliquidity at the corporate level at December 31, 2016. Our remaining cash and cash equivalents of $637.5 million at December 31, 2016 were held by ourborrowing groups as set forth in the table above. As noted above, various factors may limit our ability to access the cash of our borrowing groups. Forinformation regarding certain limitations imposed by our subsidiaries’ debt instruments at December 31, 2016, see note 10 to our consolidated financialstatements.Our current sources of corporate liquidity include (i) cash and cash equivalents held by Liberty Global and, subject to certain tax and legalconsiderations, Liberty Global’s unrestricted subsidiaries, and (ii) interest and dividend income received on our and, subject to certain tax and legalconsiderations, our unrestricted subsidiaries’ cash and cash equivalents and investments. In addition, our parent entity’s short-term liquidity is supplementedby interest payments that it receives on a note receivable from one of our unrestricted subsidiaries (outstanding principal of $9.6 billion at December 31,2016, all outstanding principal due in 2021).From time to time, Liberty Global and its unrestricted subsidiaries may also receive (i) proceeds in the form of distributions or loan repayments fromLiberty Global’s borrowing groups or affiliates (including amounts from the Dutch JV beginning in 2017) upon (a) the completion of recapitalizations,refinancings, asset sales or similar transactions by these entities or (b) the accumulation of excess cash from operations or other means, (ii) proceeds upon thedisposition of investments and other assets of Liberty Global and its unrestricted subsidiaries and (iii) proceeds in connection with the incurrence of debt byLiberty Global or its unrestricted subsidiaries or the issuance of equity securities by Liberty Global, including equity securities issued to satisfy subsidiaryobligations. No assurance can be given that any external funding would be available to Liberty Global or its unrestricted subsidiaries on favorable terms, orat all. On January 4, 2017, in connection with the completion of the Dutch JV Transaction, our company received cash of €2.2 billion ($2.3 billion at thetransaction date). For additional information, see note 5 to our consolidated financial statements.The amount of cash we receive from our subsidiaries to satisfy U.S. dollar-denominated liquidity requirements is impacted by fluctuations in exchangerates, particularly with regard to the translation of British pounds sterling and euros into U.S. dollars. In this regard, the strengthening (weakening) of the U.S.dollar against these currencies will result in decreases (increases) in the U.S. dollars received from the applicable subsidiaries to fund the repurchase of ourequity securities and other U.S. dollar-denominated liquidity requirements. The U.S. dollar has significantly strengthened against the British pound sterlingduring the period following Brexit.At December 31, 2016, our consolidated cash and cash equivalents balance includes $1,548.1 million held by entities that are domiciled outside of theU.K. Based on our assessment of our ability to access the liquidity of our subsidiaries on a tax efficient basis and our expectations with respect to ourcorporate liquidity requirements, we do not anticipate that tax considerations will adversely impact our corporate liquidity over the next 12 months. Ourability to access the liquidity of our subsidiaries on a tax efficient basis is a consideration in assessing the extent of our share repurchase programs.Our corporate liquidity requirements include (i) corporate general and administrative expenses, (ii) interest payments on the Sumitomo Collar Loan andSumitomo Share Loan and (iii) principal payments on the ITV Collar Loan, the Sumitomo Collar Loan, the Sumitomo Share Loan and the Lionsgate Loan tothe extent not settled through the delivery of the underlying shares. Liberty Global and its unrestricted subsidiaries may also require cash in connection with(a) the repayment of third-party and intercompany debt, (b) the satisfaction of contingent liabilities, (c) acquisitions, (d) the repurchase of equity and debtsecurities, (e) other investment opportunities or (f) income tax payments. In addition, our parent entity uses available liquidity to make interest and principalpayments on notes payable to certain of our unrestricted subsidiaries (aggregate outstanding principal of $5,764.6 million at December 31, 2016 and nostated maturity). For information regarding our commitments and contingencies, see note 17 to our consolidated financial statements.II-72As a U.K. incorporated company, we may only elect to repurchase shares or pay dividends to the extent of our “Distributable Reserves.” DistributableReserves, which are not linked to a U.S. GAAP reported amount, may be created through the earnings of the U.K. parent company and, among other methods,through a reduction in share premium approved by the English Companies Court. Based on the amounts set forth in our 2015 U.K. Companies Act Reportdated April 25, 2016, which are our most recent “Relevant Accounts” for the purposes of determining our Distributable Reserves under U.K. law, ourDistributable Reserves were $27.9 billion as of December 31, 2015. This amount does not reflect earnings, share repurchases or other activity that occurred in2016, each of which impacts the amount of our Distributable Reserves.During 2016, we repurchased Liberty Global Shares and LiLAC Shares for an aggregate purchase price of $2,068.0 million and $21.5 million,respectively, including direct acquisition costs and the effects of derivative instruments. At December 31, 2016, the remaining amount authorized forrepurchases of Liberty Global Shares and LiLAC Shares was $1,943.4 million and $278.6 million, respectively. Purchases of Liberty Global Shares andLiLAC Shares will be funded by the respective liquidity of the Liberty Global Group and the LiLAC Group. Subsequent to December 31, 2016, our board ofdirectors increased the amount authorized under the share repurchase program for our Liberty Global Shares by $1.0 billion. For additional informationregarding our share repurchase programs, see note 12 to our consolidated financial statements.Liquidity of borrowing groupsThe cash and cash equivalents of our borrowing groups are detailed in the table above. In addition to cash and cash equivalents, the primary sources ofliquidity of our borrowing groups are cash provided by operations and borrowing availability under their respective debt instruments. For the details of theborrowing availability of such entities at December 31, 2016, see note 10 to our consolidated financial statements. The aforementioned sources of liquiditymay be supplemented in certain cases by contributions and/or loans from Liberty Global and its unrestricted subsidiaries. The liquidity of our borrowinggroups generally is used to fund property and equipment additions, debt service requirements and income tax payments. From time to time, our borrowinggroups may also require liquidity in connection with (i) acquisitions and other investment opportunities, (ii) loans to Liberty Global, (iii) capitaldistributions to Liberty Global and other equity owners or (iv) the satisfaction of contingent liabilities. No assurance can be given that any external fundingwould be available to our borrowing groups on favorable terms, or at all. For information regarding our borrowing groups’ commitments and contingencies,see note 17 to our consolidated financial statements.For additional information regarding our consolidated cash flows, see the discussion under Consolidated Statements of Cash Flows below.CapitalizationWe seek to maintain our debt at levels that provide for attractive equity returns without assuming undue risk. In this regard, we generally seek to causeour operating subsidiaries to maintain their debt at levels that result in a consolidated debt balance (excluding the ITV Collar Loan, Sumitomo Collar Loan,the Sumitomo Share Loan and the Lionsgate Loan and measured using subsidiary debt figures at swapped foreign currency exchange rates, consistent withthe covenant calculation requirements of our subsidiary debt agreements) that is between four and five times our consolidated Adjusted OIBDA, although itshould be noted that the timing of our acquisitions and financing transactions and the interplay of average and spot foreign currency rates may impact thisratio. The ratio of our December 31, 2016 consolidated debt to our annualized consolidated Adjusted OIBDA for the quarter ended December 31, 2016 was4.8x. In addition, the ratio of our December 31, 2016 consolidated net debt (debt, as defined above, less cash and cash equivalents) to our annualizedconsolidated Adjusted OIBDA for the quarter ended December 31, 2016 was 4.6x. As adjusted for the cash we received on January 4, 2017 in connection withthe completion of the Dutch JV Transaction, our consolidated net debt to our annualized consolidated Adjusted OIBDA for the quarter ended December 31,2016 would be 4.3x. The leverage ratios provided in this paragraph exclude the Adjusted OIBDA of Ziggo Group Holding, as our December 31, 2016consolidated debt does not include the debt associated with this entity. For information on the formation of the Dutch JV, see note 5.When it is cost effective, we generally seek to match the denomination of the borrowings of our subsidiaries with the functional currency of theoperations that support the respective borrowings. As further discussed under Quantitative and Qualitative Disclosures about Market Risk below and in note7 to our consolidated financial statements, we also use derivative instruments to mitigate foreign currency and interest rate risk associated with our debtinstruments.Our ability to service or refinance our debt and to maintain compliance with the leverage covenants in the credit agreements and indentures of ourborrowing groups is dependent primarily on our ability to maintain or increase the Adjusted OIBDA of our operating subsidiaries and to achieve adequatereturns on our property and equipment additions and acquisitions. In addition, our ability to obtain additional debt financing is limited by the leveragecovenants contained in the various debt instruments of our borrowing groups. For example, if the Adjusted OIBDA of UPC Broadband Holding were todecline, we could be required toII-73partially repay or limit our borrowings under the UPC Broadband Holding Bank Facility in order to maintain compliance with applicable covenants. Noassurance can be given that we would have sufficient sources of liquidity, or that any external funding would be available on favorable terms, or at all, tofund any such required repayment. At December 31, 2016, each of our borrowing groups was in compliance with its debt covenants. In addition, we do notanticipate any instances of non-compliance with respect to the debt covenants of our borrowing groups that would have a material adverse impact on ourliquidity during the next 12 months.At December 31, 2016, the outstanding principal amount of our consolidated debt, together with our capital lease obligations, aggregated $43.6 billion,including $2,775.1 million that is classified as current in our consolidated balance sheet and $38.5 billion that is not due until 2021 or thereafter. Foradditional information concerning our debt maturities, see note 10 to our consolidated financial statements.Notwithstanding our negative working capital position at December 31, 2016, we believe that we have sufficient resources to repay or refinance thecurrent portion of our debt and capital lease obligations and to fund our foreseeable liquidity requirements during the next 12 months. However, as ourmaturing debt grows in later years, we anticipate that we will seek to refinance or otherwise extend our debt maturities. No assurance can be given that we willbe able to complete these refinancing transactions or otherwise extend our debt maturities. In this regard, it is not possible to predict how political andeconomic conditions, sovereign debt concerns or any adverse regulatory developments could impact the credit and equity markets we access and,accordingly, our future liquidity and financial position. Our ability to access debt financing on favorable terms, or at all, could be adversely impacted by (i)the financial failure of any of our counterparties which could (a) reduce amounts available under committed credit facilities and (b) adversely impact ourability to access cash deposited with any failed financial institution and (ii) tightening of the credit markets. In addition, any weakness in the equity marketscould make it less attractive to use our shares to satisfy contingent or other obligations, and sustained or increased competition, particularly in combinationwith adverse economic or regulatory developments, could have an unfavorable impact on our cash flows and liquidity.All of our consolidated debt and capital lease obligations have been borrowed or incurred by our subsidiaries at December 31, 2016.For additional information concerning our debt and capital lease obligations, see note 10 to our consolidated financial statements.Consolidated Statements of Cash FlowsGeneral. Our cash flows are subject to significant variations due to FX. See related discussion under Quantitative and Qualitative Disclosures aboutMarket Risk — Foreign Currency Risk below.Consolidated Statements of Cash Flows — 2016 compared to 2015Summary. Our consolidated statements of cash flows for 2016 and 2015 are summarized as follows: Year ended December 31, 2016 2015 Change in millions Net cash provided by operating activities$5,935.5 $5,705.8 $229.7Net cash used by investing activities(3,917.7) (3,829.4) (88.3)Net cash used by financing activities(1,385.7) (2,037.8) 652.1Effect of exchange rate changes on cash15.0 (15.0) 30.0Net increase (decrease) in cash and cash equivalents$647.1 $(176.4) $823.5II-74Operating Activities. Our net cash flows from operating activities are as follows: Year ended December 31, 2016 2015 Change in millions Net cash provided by operating activities: Liberty Global Group$5,467.3 $5,399.3 $68.0LiLAC Group468.2 306.5 161.7Total$5,935.5 $5,705.8 $229.7The increase in total net cash provided by our operating activities is primarily attributable to the net effect of (i) an increase in the cash provided by ourAdjusted OIBDA and related working capital items, primarily due to the impact of the CWC Acquisition, (ii) a decrease in cash provided due to higherpayments of interest, (iii) an increase in cash provided due to higher cash receipts related to derivative instruments and (iv) a decrease in cash provided due tohigher payments for taxes.Investing Activities. Our net cash flows from investing activities are as follows: Year ended December 31, 2016 2015 Change in millions Net cash used by investing activities: Liberty Global Group$(3,475.2) $(3,429.0) $(46.2)LiLAC Group(441.1) (490.6) 49.5Inter-group eliminations(1.4) 90.2 (91.6)Total$(3,917.7) $(3,829.4) $(88.3)The increase in total net cash used by our investing activities is primarily attributable to the net effect of (i) an increase in cash used of $998.7 millionassociated with higher cash paid in connection with acquisitions, (ii) a decrease in cash used of $858.7 million associated with lower cash paid related toinvestments in and loans to affiliates and others, (iii) $147.3 million of cash proceeds received from the sale of investments and (iv) an increase in cash usedof $144.8 million due to higher capital expenditures. Capital expenditures increased from $2,499.5 million during 2015 to $2,644.3 million during 2016 dueto the net effect of (a) an increase resulting from acquisitions, (b) a decrease resulting from FX and (c) a net increase in the local currency capital expendituresof our subsidiaries, including a decrease associated with higher capital-related vendor financing.II-75The capital expenditures that we report in our consolidated statements of cash flows do not include amounts that are financed under capital-relatedvendor financing or capital lease arrangements. Instead, these amounts are reflected as non-cash additions to our property and equipment when theunderlying assets are delivered and as repayments of debt when the principal is repaid. In this discussion, we refer to (i) our capital expenditures as reported inour consolidated statements of cash flows, which exclude amounts financed under capital-related vendor financing or capital lease arrangements, and (ii) ourtotal property and equipment additions, which include our capital expenditures on an accrual basis and amounts financed under capital-related vendorfinancing or capital lease arrangements. For further details regarding our property and equipment additions, see note 18 to our consolidated financialstatements. A reconciliation of our consolidated property and equipment additions to our consolidated capital expenditures, as reported in our consolidatedstatements of cash flows, is set forth below: Year ended December 31, 2016 2015 LibertyGlobalGroup LiLACGroup Total LibertyGlobalGroup LiLACGroup Total in millions Property and equipment additions$4,638.6 $568.2 $5,206.8 $3,910.2 $227.1 $4,137.3Assets acquired under capital-related vendor financing arrangements(2,018.7) (45.5) (2,064.2) (1,481.5) — (1,481.5)Assets acquired under capital leases(104.2) (7.4) (111.6) (106.1) — (106.1)Changes in current liabilities related to capital expenditures(361.8) (24.9) (386.7) (50.3) 0.1 (50.2)Capital expenditures$2,153.9 $490.4 $2,644.3 $2,272.3 $227.2 $2,499.5The property and equipment additions attributable to the Liberty Global Group are primarily related to the European Division, which accounted for$4,619.1 million and $3,844.3 million of Liberty Global Group’s property and equipment additions during 2016 and 2015, respectively. The increase in theEuropean Division’s property and equipment additions is due to the net effect of (i) an increase in expenditures for new build and upgrade projects, (ii) anincrease in expenditures for support capital, such as information technology upgrades and general support systems, (iii) a decrease due to FX, (iv) an increasedue to the impact of the BASE Acquisition and (v) an increase in expenditures for the purchase and installation of customer premises equipment. During2016 and 2015, the European Division’s property and equipment additions represented 26.8% and 22.6% of its revenue, respectively.Property and equipment additions attributable to the LiLAC Group increased during 2016 as compared to 2015, primarily due to the net effect of (i) anincrease due to the impact of the CWC Acquisition, (ii) an increase in expenditures for the purchase and installation of customer premises equipment, (iii) anincrease in expenditures for new build and upgrade projects, (iv) an increase in expenditures for support capital, such as information technology upgradesand general support systems, and (v) a decrease due to FX. During 2016 and 2015, the LiLAC Group’s property and equipment additions represented 20.9%and 18.7% of its revenue, respectively.We expect the percentage of revenue represented by our aggregate 2017 property and equipment additions to range from 29% to 31% for the LibertyGlobal Group and 21% to 23% for the LiLAC Group. The increases in these percentages, as compared to the corresponding 2016 percentages, are primarilyattributable to anticipated increases in expenditures associated with the Network Extensions. For additional information regarding the Network Extensions,see Overview above. The actual amount of the 2017 property and equipment additions of the Liberty Global Group and the LiLAC Group may vary fromexpected amounts for a variety of reasons, including (a) changes in (1) the competitive or regulatory environment, (2) business plans, (3) our expected futureoperating results or (4) foreign currency exchange rates and (b) the availability of sufficient capital. Accordingly, no assurance can be given that our actualproperty and equipment additions will not vary materially from our expectations.II-76Financing Activities. Our net cash flows from financing activities are as follows: Year ended December 31, 2016 2015 Change in millions Net cash used by financing activities: Liberty Global Group$(1,634.4) $(2,311.3) $676.9LiLAC Group247.3 363.7 (116.4)Inter-group eliminations1.4 (90.2) 91.6Total$(1,385.7) $(2,037.8) $652.1The decrease in total net cash used by our financing activities is primarily attributable to the net effect of (i) a decrease in cash used of $352.2 milliondue to lower cash payments associated with the repurchase of Liberty Global ordinary shares, (ii) an increase in cash used of $212.6 million related to lowernet borrowings of debt, (iii) a decrease in cash used of $169.4 million due to lower payments for financing costs, debt premiums and exchange offerconsideration, (iv) a decrease in cash used of $162.4 million due to changes in cash collateral, (v) a decrease in cash used of $142.4 million related to lowerpurchases of additional shares of our subsidiaries and (vi) a decrease in cash used of $87.5 million associated with call option contracts on Liberty Globalordinary shares.Consolidated Statements of Cash Flows — 2015 compared to 2014All of the cash flows discussed below are those of our continuing operations.Summary. Our consolidated statements of cash flows for 2015 and 2014 are summarized as follows: Year ended December 31, 2015 2014 Change in millions Net cash provided by operating activities$5,705.8 $5,612.8 $93.0Net cash used by investing activities(3,829.4) (2,799.6) (1,029.8)Net cash used by financing activities(2,037.8) (4,260.1) 2,222.3Effect of exchange rate changes on cash(15.0) (81.9) 66.9Net decrease in cash and cash equivalents$(176.4) $(1,528.8) $1,352.4Operating Activities. Our net cash flows from operating activities are as follows: Year ended December 31, 2015 2014 Change in millions Net cash provided by operating activities: Liberty Global Group$5,399.3 $5,323.8 $75.5LiLAC Group306.5 289.0 17.5Total$5,705.8 $5,612.8 $93.0The increase in total net cash provided by our operating activities is primarily attributable to the net effect of (i) an increase in the cash provided by ourAdjusted OIBDA and related working capital items, largely due to the impact of the Ziggo Acquisition, (ii) a decrease in the reported net cash provided byoperating activities due to FX, (iii) a decrease in cash provided due to higher cash payments for taxes, (iv) an increase in cash provided due to lower cashpayments related to derivative instruments and (v) a decrease in cash provided due to higher cash payments for interest.II-77Investing Activities. Our net cash flows from investing activities are as follows: Year ended December 31, 2015 2014 Change in millions Net cash used by investing activities: Liberty Global Group$(3,429.0) $(2,134.7) $(1,294.3)LiLAC Group(490.6) (232.2) (258.4)Inter-group eliminations90.2 (432.7) 522.9Total$(3,829.4) $(2,799.6) $(1,029.8)The increase in total net cash used by our investing activities is primarily attributable to the net effect of (i) a decrease in cash of $988.5 millionassociated with cash proceeds received during 2014 in connection with the Chellomedia Transaction, (ii) an increase in cash used of $312.5 millionassociated with higher cash paid in connection with acquisitions and (iii) a decrease in cash used of $184.9 million due to lower capital expenditures. Capitalexpenditures decreased from $2,684.4 million during 2014 to $2,499.5 million during 2015 due to the net effect of (a) an increase related to the ZiggoAcquisition, (b) a decrease due to FX and (c) a net decrease in the local currency capital expenditures of our subsidiaries, primarily due to an increase incapital-related vendor financing during 2015 as compared to 2014.A reconciliation of our consolidated property and equipment additions to our consolidated capital expenditures as reported in our consolidatedstatements of cash flows is set forth below: Year ended December 31, 2015 2014 LibertyGlobalGroup LiLACGroup Total LibertyGlobalGroup LiLACGroup Total in millions Property and equipment additions$3,910.2 $227.1 $4,137.3 $3,653.0 $256.2 $3,909.2Assets acquired under capital-related vendor financing arrangements(1,481.5) — (1,481.5) (975.3) — (975.3)Assets acquired under capital leases(106.1) — (106.1) (127.2) — (127.2)Changes in current liabilities related to capital expenditures(50.3) 0.1 (50.2) (89.2) (33.1) (122.3)Capital expenditures$2,272.3 $227.2 $2,499.5 $2,461.3 $223.1 $2,684.4The property and equipment additions attributable to the Liberty Global Group are primarily related to the European Division, which accounted for$3,844.3 million and $3,648.0 million of the Liberty Global Group’s property and equipment additions during 2015 and 2014, respectively. The increase inthe European Division’s property and equipment additions is due to the net effect of (i) a decrease due to FX, (ii) an increase due to the impact of the ZiggoAcquisition, (iii) an increase in expenditures for new build and upgrade projects to expand service, (iv) an increase in expenditures for support capital, suchas information technology upgrades and general support systems, and (v) a decrease in expenditures for the purchase and installation of customer premisesequipment. During 2015 and 2014, the European Division’s property and equipment additions represented 22.6% and 21.5% of its revenue, respectively.Property and equipment additions attributable to the LiLAC Group decreased during 2015, as compared to 2014, primarily due to the net effect of (i) adecrease due to FX, (ii) an increase due to the impact of the Choice Acquisition, (iii) a decrease in expenditures for support capital, such as informationtechnology upgrades and general support systems, (iv) a decrease in expenditures for new build and upgrade projects to expand service and (v) a decrease inexpenditures for the purchase and installation of customer premises equipment. During 2015 and 2014, the LiLAC Group’s property and equipment additionsrepresented 18.7% and 21.3% of its revenue, respectively.II-78Financing Activities. Our net cash flows from financing activities are as follows: Year ended December 31, 2015 2014 Change in millions Net cash used by financing activities: Liberty Global Group$(2,311.3) $(4,574.8) $2,263.5LiLAC Group363.7 (118.0) 481.7Inter-group eliminations(90.2) 432.7 (522.9)Total$(2,037.8) $(4,260.1) $2,222.3The decrease in total net cash used by our financing activities is primarily attributable to the net effect of (i) a decrease in cash used of $3,092.7 millionrelated to higher net borrowings of debt, (ii) an increase in cash used of $735.6 million due to higher cash payments associated with the repurchase of LibertyGlobal ordinary shares, (iii) a decrease in cash used of $118.3 million related to a decrease in purchases of additional shares of our subsidiaries, (iv) anincrease in cash used of $80.2 million due to higher cash paid related to derivative instruments, (v) an increase in cash used of $43.5 million due to higherpayments for financing costs, debt premiums and exchange offer consideration and (vi) an increase in cash used of $36.6 million associated with call optioncontracts on Liberty Global ordinary shares.Adjusted Free Cash FlowWe define adjusted free cash flow as net cash provided by our operating activities, plus (i) excess tax benefits related to the exercise of share-basedincentive awards, (ii) cash payments for third-party costs directly associated with successful and unsuccessful acquisitions and dispositions and (iii) expensesfinanced by an intermediary, less (a) capital expenditures, as reported in our consolidated statements of cash flows, (b) principal payments on amountsfinanced by vendors and intermediaries and (c) principal payments on capital leases (exclusive of the portions of the network lease in Belgium and the ductleases in Germany that we assumed in connection with certain acquisitions), with each item excluding any cash provided or used by our discontinuedoperations. We believe that our presentation of adjusted free cash flow provides useful information to our investors because this measure can be used togauge our ability to service debt and fund new investment opportunities. Adjusted free cash flow should not be understood to represent our ability to funddiscretionary amounts, as we have various mandatory and contractual obligations, including debt repayments, which are not deducted to arrive at thisamount. Investors should view adjusted free cash flow as a supplement to, and not a substitute for, U.S. GAAP measures of liquidity included in ourconsolidated statements of cash flows.II-79The following table provides the details of our adjusted free cash flow: Year ended December 31, 2016 2015 2014 LibertyGlobalGroup LiLACGroup Total LibertyGlobalGroup LiLACGroup Total LibertyGlobalGroup LiLACGroup Total in millions Net cash provided by operatingactivities of our continuingoperations$5,467.3 $468.2 $5,935.5 $5,399.3 $306.5 $5,705.8 $5,323.8 $289.0 $5,612.8Excess tax benefits from share-based compensation (a)4.4 — 4.4 23.0 3.7 26.7 6.9 0.1 7.0Cash payments (receipts) for directacquisition and disposition costs29.3 86.0 115.3 259.3 4.9 264.2 75.3 4.4 79.7Expenses financed by anintermediary (b)812.0 3.0 815.0 294.2 — 294.2 27.5 — 27.5Capital expenditures(2,153.9) (490.4) (2,644.3) (2,272.3) (227.2) (2,499.5) (2,461.3) (223.1) (2,684.4)Principal payments on amountsfinanced by vendors andintermediaries(2,074.7) — (2,074.7) (1,125.4) — (1,125.4) (686.9) — (686.9)Principal payments on certaincapital leases(105.5) (5.2) (110.7) (146.0) (0.8) (146.8) (182.5) (0.8) (183.3)Adjusted free cash flow$1,978.9 $61.6 $2,040.5 $2,432.1 $87.1 $2,519.2 $2,102.8 $69.6 $2,172.4_______________(a)Excess tax benefits from share-based compensation represent the excess of tax deductions over the related financial reporting share-basedcompensation expense. The hypothetical cash flows associated with these excess tax benefits are reported as an increase to cash flows from financingactivities and a corresponding decrease to cash flows from operating activities in our consolidated statements of cash flows.(b)For purposes of our consolidated statements of cash flows, expenses financed by an intermediary are treated as hypothetical operating cash outflowsand hypothetical financing cash inflows when the expenses are incurred. When we pay the financing intermediary, we record financing cash outflowsin our consolidated statements of cash flows. For purposes of our adjusted free cash flow definition, we add back the hypothetical operating cashoutflow when these financed expenses are incurred and deduct the financing cash outflows when we pay the financing intermediary.II-80Contractual CommitmentsThe following table sets forth the U.S. dollar equivalents of our commitments as of December 31, 2016: Payments due during: 2017 2018 2019 2020 2021 Thereafter Total in millions Debt (excluding interest)$2,969.4 $1,169.5 $556.0 $201.4 $3,530.9 $34,105.0 $42,532.2Capital leases (excluding interest)133.4 113.7 87.4 80.1 79.3 748.9 1,242.8Network and connectivitycommitments738.8 386.9 308.9 257.4 240.6 868.2 2,800.8Programming commitments1,041.2 900.5 457.2 183.5 62.1 93.1 2,737.6Purchase commitments1,236.9 212.6 145.9 102.6 21.0 70.3 1,789.3Operating leases133.5 113.2 94.0 73.8 60.7 249.0 724.2Other commitments46.7 15.0 12.2 8.5 7.4 14.4 104.2Total (a)$6,299.9 $2,911.4 $1,661.6 $907.3 $4,002.0 $36,148.9 $51,931.1Projected cash interest payments ondebt and capital lease obligations(b): Liberty Global Group$1,749.5 $1,673.5 $1,659.8 $1,654.8 $1,585.6 $4,895.5 $13,218.7LiLAC Group385.9 380.6 377.8 359.0 309.8 389.1 2,202.2Total$2,135.4 $2,054.1 $2,037.6 $2,013.8 $1,895.4 $5,284.6 $15,420.9_______________ (a)The commitments included in this table do not reflect any liabilities that are included in our December 31, 2016 consolidated balance sheet other thandebt and capital lease obligations. Our liability for uncertain tax positions in the various jurisdictions in which we operate ($358.9 million atDecember 31, 2016) has been excluded from the table as the amount and timing of any related payments are not subject to reasonable estimation.(b)Amounts are based on interest rates, interest payment dates, commitment fees and contractual maturities in effect as of December 31, 2016. Theseamounts are presented for illustrative purposes only and will likely differ from the actual cash payments required in future periods. In addition, theamounts presented do not include the impact of our interest rate derivative contracts, deferred financing costs, original issue premiums or discounts.For information concerning our debt and capital lease obligations, see note 10 to our consolidated financial statements. For information concerning ourcommitments, see note 17 to our consolidated financial statements.In addition to the commitments set forth in the table above, we have significant commitments under (i) derivative instruments and (ii) defined benefitplans and similar agreements, pursuant to which we expect to make payments in future periods. For information regarding projected cash flows associatedwith these derivative instruments, see Quantitative and Qualitative Disclosures about Market Risk — Projected Cash Flows Associated with Derivativesbelow. For information regarding our derivative instruments, including the net cash paid or received in connection with these instruments during 2016, 2015and 2014, see note 7 to our consolidated financial statements. For information concerning our defined benefit plans, see note 15 to our consolidated financialstatements.II-81Critical Accounting Policies, Judgments and EstimatesIn connection with the preparation of our consolidated financial statements, we make estimates and assumptions that affect the reported amounts ofassets and liabilities, revenue and expenses and related disclosure of contingent assets and liabilities. Critical accounting policies are defined as thosepolicies that are reflective of significant judgments, estimates and uncertainties, which would potentially result in materially different results under differentassumptions and conditions. We believe the following accounting policies are critical in the preparation of our consolidated financial statements because ofthe judgment necessary to account for these matters and the significant estimates involved, which are susceptible to change:•Impairment of property and equipment and intangible assets (including goodwill);•Costs associated with construction and installation activities;•Useful lives of long-lived assets;•Fair value measurements; and•Income tax accounting.We have discussed the selection of the aforementioned critical accounting policies with the audit committee of our board of directors. For additionalinformation concerning our significant accounting policies, see note 3 to our consolidated financial statements.Impairment of Property and Equipment and Intangible AssetsCarrying Value. The aggregate carrying value of our property and equipment and intangible assets (including goodwill) that was held for use comprised71.0% of our total assets at December 31, 2016.When circumstances warrant, we review the carrying amounts of our property and equipment and our intangible assets (other than goodwill and otherindefinite-lived intangible assets) to determine whether such carrying amounts continue to be recoverable. Such changes in circumstance may include (i) anexpectation 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 legalfactors 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 aregrouped at the lowest level for which cash flows are largely independent of other assets and liabilities, generally at or below the reporting unit level (seebelow). 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, animpairment 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 rateand/or (c) estimated replacement cost. Assets to be disposed of are recorded at the lower of their carrying amount or fair value less costs to sell.We evaluate goodwill and other indefinite-lived intangible assets (primarily cable television franchise rights) for impairment at least annually onOctober 1 and whenever facts and circumstances indicate that their carrying amounts may not be recoverable. For impairment evaluations with respect toboth goodwill and other indefinite-lived intangibles, we first make a qualitative assessment to determine if the goodwill or other indefinite-lived intangiblemay 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 fairvalue of the reporting unit to its respective carrying amount. A reporting unit is an operating segment or one level below an operating segment (referred to asa “component”). If the carrying value of a reporting unit were to exceed its fair value, we would then compare the implied fair value of the reporting unit’sgoodwill to its carrying amount, and any excess of the carrying amount over the fair value would be charged to operations as an impairment loss. Withrespect 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 carryingvalue, 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.When required, considerable management judgment is necessary to estimate the fair value of reporting units and underlying long-lived and indefinite-lived assets. The equity of one of our reporting units, Telenet, is publicly traded in an active market. For this reporting unit, our fair value determination isbased on quoted market prices. For other reporting units, we typically determine fair value using an income-based approach (discounted cash flows) based onassumptions in our long-range business plans and, in some cases, a combination of an income-based approach and a market-based approach. With respect toour discounted cash flow analysis used in the income-based approach, the timing and amount of future cash flows under these business plans requireestimates of, among other items, subscriber growth and retention rates, rates charged per product, expected gross margins and Adjusted OIBDA margins andexpected property and equipment additions. The development of these cash flows, and the discount rate applied to the cash flows, is subject to inherentuncertainties, and actual results could vary significantly from such estimates.II-82Our determination of the discount rate is based on a weighted average cost of capital approach, which uses a market participant’s cost of equity and after-taxcost of debt and reflects the risks inherent in the cash flows. Based on the results of our 2016 qualitative assessment of our reporting unit carrying values, wedetermined that it was more-likely-than-not that fair value exceeded carrying value for all of our reporting units.During the three years ended December 31, 2016, the most significant impairment charge that we recorded with respect to our property and equipmentand intangible assets was the $68.7 million impairment charge that we recorded during the fourth quarter of 2014 to reduce the carrying amount of certain ofZiggo’s internal-use software assets. For additional information, see note 9 to our consolidated financial statements.Based on the results of our October 1, 2016 goodwill impairment test, a hypothetical decline of 20% or more in the fair value of any of CWC’s reportingunits could result in the need to record a goodwill impairment charge. At December 31, 2016, the aggregate goodwill associated with the CWC reportingunits was $5.5 billion. If, among other factors, (i) the equity values of the LiLAC Group were to remain depressed or decline further or (ii) the adverse impactsof economic, competitive, regulatory or other factors were to cause our results of operations or cash flows to be worse than anticipated, we could conclude infuture 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. Anysuch impairment charges could be significant. Costs Associated with Construction and Installation ActivitiesWe capitalize costs associated with the construction of new cable and mobile transmission and distribution facilities and the installation of new cableservices. Installation activities that are capitalized include (i) the initial connection (or drop) from our cable system to a customer location, (ii) thereplacement of a drop and (iii) the installation of equipment for additional services, such as digital cable, telephone or broadband internet service. The costsof other customer-facing activities, such as reconnecting customer locations where a drop already exists, disconnecting customer locations and repairing ormaintaining drops, are expensed as incurred.The nature and amount of labor and other costs to be capitalized with respect to construction and installation activities involves significant judgment. Inaddition to direct external and internal labor and materials, we also capitalize other costs directly attributable to our construction and installation activities,including dispatch costs, quality-control costs, vehicle-related costs and certain warehouse-related costs. The capitalization of these costs is based on timesheets, time studies, standard costs, call tracking systems and other verifiable means that directly link the costs incurred with the applicable capitalizableactivity. We continuously monitor the appropriateness of our capitalization policies and update the policies when necessary to respond to changes in factsand circumstances, such as the development of new products and services and changes in the manner that installations or construction activities areperformed.Useful Lives of Long-Lived AssetsWe depreciate our property and equipment on a straight-line basis over the estimated useful lives of the assets. The determination of the useful lives ofproperty and equipment requires significant management judgment, based on factors such as the estimated physical lives of the assets, technologicalchanges, changes in anticipated use, legal and economic factors, rebuild and equipment swap-out plans, and other factors. Our intangible assets with finitelives primarily consist of customer relationships. Customer relationship intangible assets are amortized on a straight-line basis over the estimated weightedaverage life of the customer relationships. The determination of the estimated useful life of customer relationship intangible assets requires significantmanagement judgment and is primarily based on historical and forecasted subscriber disconnect rates, adjusted when necessary for risk associated withdemand, competition, technological changes and other economic factors. We regularly review whether changes to estimated useful lives are required in orderto accurately reflect the economic use of our property and equipment and intangible assets with finite lives. Any changes to estimated useful lives arereflected prospectively. Our depreciation and amortization expense during 2016, 2015 and 2014 was $5,801.1 million, $5,825.8 million and $5,500.1million, respectively. A 10% increase in the aggregate amount of our depreciation and amortization expense during 2016 would have resulted in a $580.1million or 20.7% decrease in our 2016 operating income.Fair Value MeasurementsU.S. GAAP provides guidance with respect to the recurring and nonrecurring fair value measurements and for a fair value hierarchy that prioritizes theinputs to valuation techniques used to measure fair value into three broad levels. Level 1 inputs are quoted market prices in active markets for identical assetsor liabilities that the reporting entity has the ability to access at the measurement date. Level 2 inputs are inputs other than quoted market prices includedwithin 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.II-83Recurring Valuations. We perform recurring fair value measurements with respect to our derivative instruments, our fair value method investments andcertain instruments that we classify as debt, each of which are carried at fair value. We use (i) cash flow valuation models to determine the fair values of ourinterest rate and foreign currency derivative instruments and (ii) a binomial option pricing model to determine the fair values of our equity-related derivativeinstruments. We use quoted market prices when available and, when not available, we use a combination of an income approach (discounted cash flows) anda market approach (market multiples of similar businesses) to determine the fair value of our fair value method investments. For a detailed discussion of theinputs we use to determine the fair value of our derivative instruments and fair value method investments, see note 8 to our consolidated financial statements.See also notes 6 and 7 to our consolidated financial statements for information concerning our fair value method investments and derivative instruments,respectively.Changes in the fair values of our derivative instruments, fair value method investments and certain instruments that we classify as debt have had, and webelieve will continue to have, a significant and volatile impact on our results of operations. During 2016, 2015 and 2014, we recognized net gains of $383.6million, $971.7 million and $294.0 million, respectively, attributable to changes in the fair values of these items. As further described in note 8 to our consolidated financial statements, actual amounts received or paid upon the settlement or disposition of theseinvestments and instruments may differ materially from the recorded fair values at December 31, 2016.For information concerning the sensitivity of the fair value of certain of our more significant derivative instruments to changes in market conditions, seeQuantitative and Qualitative Disclosures About Market Risk — Sensitivity Information below.Nonrecurring Valuations. Our nonrecurring valuations are primarily associated with (i) the application of acquisition accounting and (ii) impairmentassessments, both of which require that we make fair value determinations as of the applicable valuation date. In making these determinations, we arerequired to make estimates and assumptions that affect the recorded amounts, including, but not limited to, expected future cash flows, market comparablesand discount rates, remaining useful lives of long-lived assets, replacement or reproduction costs of property and equipment and the amounts to be recoveredin future periods from acquired net operating losses and other deferred tax assets. To assist us in making these fair value determinations, we may engage third-party valuation specialists. Our estimates in this area impact, among other items, the amount of depreciation and amortization, impairment charges andincome tax expense or benefit that we report. Our estimates of fair value are based upon assumptions we believe to be reasonable, but which are inherentlyuncertain. A significant portion of our long-lived assets were initially recorded through the application of acquisition accounting and all of our long-livedassets are subject to impairment assessments. For additional information, including the specific weighted average discount rates that we used to completecertain nonrecurring valuations, see note 8 to our consolidated financial statements. For information regarding our acquisitions and long-lived assets, seenotes 4 and 9 to our consolidated financial statements, respectively.Income Tax AccountingWe are required to estimate the amount of tax payable or refundable for the current year and the deferred tax assets and liabilities for the future taxconsequences attributable to differences between the financial statement carrying amounts and income tax basis of assets and liabilities and the expectedbenefits of utilizing net operating loss and tax credit carryforwards, using enacted tax rates in effect for each taxing jurisdiction in which we operate for theyear in which those temporary differences are expected to be recovered or settled. This process requires our management to make assessments regarding thetiming and probability of the ultimate tax impact of such items.Net deferred tax assets are reduced by a valuation allowance if we believe it more-likely-than-not such net deferred tax assets will not be realized.Establishing or reducing a tax valuation allowance requires us to make assessments about the timing of future events, including the probability of expectedfuture taxable income and available tax planning strategies. At December 31, 2016, the aggregate valuation allowance provided against deferred tax assetswas $6,015.4 million. The actual amount of deferred income tax benefits realized in future periods will likely differ from the net deferred tax assets reflectedin our December 31, 2016 consolidated balance sheet due to, among other factors, possible future changes in income tax law or interpretations thereof in thejurisdictions in which we operate and differences between estimated and actual future taxable income. Any such factors could have a material effect on ourcurrent and deferred tax positions as reported in our consolidated financial statements. A high degree of judgment is required to assess the impact of possiblefuture outcomes on our current and deferred tax positions.Tax laws in jurisdictions in which we have a presence are subject to varied interpretation, and many tax positions we take are subject to significantuncertainty regarding whether the position will be ultimately sustained after review by the relevant tax authority. We recognize the financial statementeffects of a tax position when it is more-likely-than-not, based on technical merits, that the position will be sustained upon examination. The determinationof whether the tax position meets the more-likely-than-not threshold requires a facts-based judgment using all information available. In a number of cases, wehave concluded that theII-84more-likely-than-not threshold is not met and, accordingly, the amount of tax benefit recognized in our consolidated financial statements is different than theamount taken or expected to be taken in our tax returns. As of December 31, 2016, the amount of unrecognized tax benefits for financial reporting purposes,but taken or expected to be taken in our tax returns, was $501.1 million, of which $438.3 million would have a favorable impact on our effective income taxrate if ultimately recognized, after considering amounts that we would expect to be offset by valuation allowances.We are required to continually assess our tax positions, and the results of tax examinations or changes in judgment can result in substantial changes toour unrecognized tax benefits.We have taxable outside basis differences on certain investments in non-U.S. subsidiaries. We do not recognize the deferred tax liabilities associatedwith these outside basis differences when the difference is considered essentially permanent in duration. In order to be considered essentially permanent induration, sufficient evidence must indicate that the foreign subsidiary has invested or will invest its undistributed earnings indefinitely, or that earnings willbe remitted in a tax-free liquidation. If circumstances change and it becomes apparent that some or all of the undistributed earnings will be remitted on ataxable basis in the foreseeable future, a net deferred tax liability must be recorded for some or all of the outside basis difference. The assessment of whetherthese outside basis differences are considered permanent in nature requires significant judgment and is based on management’s intentions to reinvest theearnings of a foreign subsidiary indefinitely in light of anticipated liquidity requirements and other relevant factors. At December 31, 2016, income andwithholding taxes for which a net deferred tax liability might otherwise be required have not been provided on an estimated $6.9 billion of cumulativetemporary differences on non-U.S. entities, including cumulative translation adjustments. If our plans or intentions change in the future due to liquidity orother relevant considerations, we could decide that it would be prudent to repatriate significant funds or other assets from one or more of our subsidiaries,even though we would incur a tax liability in connection with any such repatriation. If our plans or intentions were to change in this manner, the recognitionof all or a part of these outside basis differences could have an adverse impact on our consolidated results of operations.For additional information concerning our income taxes, see note 11 to our consolidated financial statements.II-85Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKWe are exposed to market risk in the normal course of our business operations due to our investments in various foreign countries and ongoing investingand financing activities. Market risk refers to the risk of loss arising from adverse changes in foreign currency exchange rates, interest rates and stock prices.The risk of loss can be assessed from the perspective of adverse changes in fair values, cash flows and future earnings. As further described below, we haveestablished policies, procedures and processes governing our management of market risks and the use of derivative instruments to manage our exposure tosuch risks.Cash and InvestmentsWe invest our cash in highly liquid instruments that meet high credit quality standards. We are exposed to exchange rate risk to the extent that thedenominations of our cash and cash equivalent balances, revolving lines of credit and other short-term sources of liquidity do not correspond to thedenominations of our and our subsidiaries’ short-term liquidity requirements. In order to mitigate this risk, we actively manage the denominations of our cashbalances in light of our and our subsidiaries’ forecasted liquidity requirements. At December 31, 2016, $1,022.4 million or 62.8%, $298.9 million or 18.3%,and $268.2 million or 16.5% of our consolidated cash balances were denominated in U.S. dollars, British pounds sterling and euros, respectively.We are exposed to market price fluctuations related to our investments in ITV, Sumitomo and Lionsgate shares. At December 31, 2016, the aggregate fairvalue of these investments was $1,015.4 million, $538.4 million and $128.6 million, respectively. All of our ITV shares are held through the ITV Collar, anda portion of our Lionsgate shares are held through the Lionsgate Forward. In addition, 60% of our Sumitomo shares are held through the Sumitomo Collarand 40% of our Sumitomo shares secure the Sumitomo Share Loan. For information concerning the terms of (i) the ITV Collar and ITV Collar Loan, (ii) theSumitomo Collar, Sumitomo Collar Loan and Sumitomo Share Loan and (iii) the Lionsgate Forward and Lionsgate Loan, see note 7 to our consolidatedfinancial statements. For those shares that are held through the ITV Collar, the Sumitomo Collar and the Lionsgate Forward and the Sumitomo shares thatsecure the Sumitomo Share Loan, our exposure to market risk is limited. For additional information concerning our investments in ITV, Sumitomo andLionsgate shares, see note 6 to our consolidated financial statements.Foreign Currency RiskWe are exposed to foreign currency exchange rate risk with respect to our consolidated debt in situations where our debt is denominated in a currencyother than the functional currency of the operations whose cash flows support our ability to repay or refinance such debt. Although we generally seek tomatch the denomination of our and 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 underlyingoperations (unmatched debt). In these cases, our policy is to provide for an economic hedge against foreign currency exchange rate movements by usingderivative instruments to synthetically convert unmatched debt into the applicable underlying currency. At December 31, 2016, substantially all of our debtwas either directly or synthetically matched to the applicable functional currencies of the underlying operations. For additional information concerning theterms of our derivative instruments, see note 7 to our consolidated financial statements.In addition to the exposure that results from the mismatch of our borrowings and underlying functional currencies, we are exposed to foreign currencyrisk to the extent that we enter into transactions denominated in currencies other than our or our subsidiaries’ respective functional currencies (non-functionalcurrency risk), such as equipment purchases, programming contracts, notes payable and notes receivable (including intercompany amounts). Changes inexchange rates with respect to amounts recorded in our consolidated balance sheets related to these items will result in unrealized (based upon period-endexchange rates) or realized foreign currency transaction gains and losses upon settlement of the transactions. Moreover, to the extent that our revenue, costsand expenses are denominated in currencies other than our respective functional currencies, we will experience fluctuations in our revenue, costs andexpenses solely as a result of changes in foreign currency exchange rates. In this regard, excluding CWC, we currently expect that during 2017, (i) less than1% of our revenue, (ii) approximately 1% to 3% of our direct costs of services and our other operating and SG&A expenses (exclusive of share-basedcompensation expense) and (iii) approximately 10% to 12% of our property and equipment additions will be denominated in non-functional currencies,including amounts denominated in U.S. dollars, euros and British pound sterling. Our expectations with respect to our non-functional currency transactionsin 2017 may differ from actual results. Generally, we will consider hedging non-functional currency risks when the risks arise from agreements with thirdparties that involve the future payment or receipt of cash or other monetary items to the extent that we can reasonably predict the timing and amount of suchpayments or receipts and the payments or receipts are not otherwise hedged. In this regard, we have entered into foreign currency forward contracts to hedgecertain of these risks. Certain non-functional currency risks related to our revenue, direct costs of services and other operating and SG&A expenses andproperty and equipment additions were not hedged as of December 31, 2016. For additional information concerning our foreign currency forward contracts,see note 7 to our consolidated financial statements.II-86We also are exposed to unfavorable and potentially volatile fluctuations of the U.S. dollar (our reporting currency) against the currencies of ouroperating subsidiaries when their respective financial statements are translated into U.S. dollars for inclusion in our consolidated financial statements.Cumulative translation adjustments are recorded in accumulated other comprehensive earnings or loss as a separate component of equity. Any increase(decrease) in the value of the U.S. dollar against any foreign currency that is the functional currency of one of our operating subsidiaries will cause us toexperience unrealized foreign currency translation losses (gains) with respect to amounts already invested in such foreign currencies. Accordingly, we mayexperience a negative impact on our comprehensive earnings or loss and equity with respect to our holdings solely as a result of FX. Our primary exposure toFX risk during the three months ended December 31, 2016 was to the euro and British pound sterling as 43.2% and 27.5% of our reported revenue during theperiod was derived from subsidiaries whose functional currencies are the euro and British pound sterling, respectively. In addition, our reported operatingresults are impacted by changes in the exchange rates for the Swiss franc, the Chilean peso and other local currencies in Europe. We generally do not hedgeagainst the risk that we may incur non-cash losses upon the translation of the financial statements of our subsidiaries and affiliates into U.S. dollars. Forinformation regarding certain currency instability risks with respect to the British pound sterling and euro, see Management’s Discussion and Analysis ofFinancial Condition and Results of Operations — Overview above.The relationship between (i) the euro, the British pound sterling, the Swiss franc, the Hungarian forint, the Polish zloty, the Czech koruna, the Romanianlei, the Chilean peso and the Jamaican dollar and (ii) the U.S. dollar, which is our reporting currency, is shown below, per one U.S. dollar: As of December 31, 2016 2015Spot rates: Euro0.9481 0.9203British pound sterling0.8100 0.6787Swiss franc1.0172 0.9997Hungarian forint293.29 290.85Polish zloty4.1769 3.9286Czech koruna25.623 24.867Romanian lei4.3077 4.1604Chilean peso670.23 708.60Jamaican dollar128.77 119.95 Year ended December 31, 2016 2015 2014Average rates: Euro0.9035 0.9009 0.7537British pound sterling0.7407 0.6545 0.6074Swiss franc0.9852 0.9630 0.9152Hungarian forint281.52 279.39 232.73Polish zloty3.9441 3.7717 3.1553Czech koruna24.437 24.593 20.758Romanian lei4.0594 4.0079 3.3494Chilean peso676.21 654.71 570.76Jamaican dollar125.13 116.52 110.91Inflation and Foreign Investment RiskWe are subject to inflationary pressures with respect to labor, programming and other costs. While we attempt to increase our revenue to offset increasesin costs, there is no assurance that we will be able to do so. Therefore, costs could rise faster than associated revenue, thereby resulting in a negative impacton our operating results, cash flows and liquidity. The economic environment in the respective countries in which we operate is a function of government,economic, fiscal and monetary policiesII-87and various other factors beyond our control that could lead to inflation. We are unable to predict the extent that price levels might be impacted in futureperiods by the current state of the economies in the countries in which we operate.Interest Rate RisksWe are exposed to changes in interest rates primarily as a result of our borrowing activities, which include fixed-rate and variable-rate borrowings by ourborrowing groups. Our primary exposure to variable-rate debt is through the EURIBOR-indexed and LIBOR-indexed debt of UPC Broadband Holding,Virgin Media and Telenet, the EURIBOR-indexed debt of Unitymedia, the LIBOR-indexed debt of CWC and the variable-rate debt of certain of our othersubsidiaries.In general, we seek to enter into derivative instruments to protect against increases in the interest rates on our variable-rate debt. Accordingly, we haveentered into various derivative transactions to reduce exposure to increases in interest rates. We use interest rate derivative contracts to exchange, at specifiedintervals, the difference between fixed and variable interest rates calculated by reference to an agreed-upon notional principal amount. We also use interestrate 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 caseof collars, from declines in market rates. At December 31, 2016, we effectively paid a fixed interest rate on 96% of our total debt. The final maturity dates ofour various portfolios of interest rate derivative instruments generally fall short of the respective maturities of the underlying variable-rate debt. In this regard,we use judgment to determine the appropriate maturity dates of our portfolios of interest rate derivative instruments, taking into account the relative costsand benefits of different maturity profiles in light of current and expected future market conditions, liquidity issues and other factors. For additionalinformation concerning the terms of these interest rate derivative instruments, see note 7 to our consolidated financial statements.Weighted Average Variable Interest Rate. At December 31, 2016, the outstanding principal amount of our variable-rate indebtedness aggregated $15.0billion, and the weighted average interest rate (including margin) on such variable-rate indebtedness was approximately 3.8%, excluding the effects ofinterest rate derivative contracts, deferred financing costs, original issue premiums or discounts and commitment fees, all of which affect our overall cost ofborrowing. Assuming no change in the amount outstanding, and without giving effect to any interest rate derivative contracts, deferred financing costs,original issue premiums or discounts and commitment fees, a hypothetical 50 basis point (0.50%) increase (decrease) in our weighted average variableinterest rate would increase (decrease) our annual consolidated interest expense and cash outflows by $75.0 million. As discussed above and in note 7 to ourconsolidated financial statements, we use interest rate derivative contracts to manage our exposure to increases in variable interest rates. In this regard,increases in the fair value of these contracts generally would be expected to offset most of the economic impact of increases in the variable interest ratesapplicable to our indebtedness to the extent and during the period that principal amounts are matched with interest rate derivative contracts.Counterparty Credit RiskWe are exposed to the risk that the counterparties to the derivative instruments, undrawn debt facilities and cash investments of our subsidiary borrowinggroups will default on their obligations to us. We manage these credit risks through the evaluation and monitoring of the creditworthiness of, andconcentration of risk with, the respective counterparties. In this regard, credit risk associated with our derivative instruments and undrawn debt facilities isspread across a relatively broad counterparty base of banks and financial institutions. With the exception of a limited number of instances where we haverequired a counterparty to post collateral, neither party has posted collateral under the derivative instruments of our subsidiary borrowing groups. Collateralis generally not posted by either party under the derivative instruments of our subsidiary borrowing groups. Most of our cash currently is invested in either (i)AAA credit rated money market funds, including funds that invest in government obligations, or (ii) overnight deposits with banks having a minimum creditrating of A by Standard & Poor’s or an equivalent rating by Moody’s Investor Service. To date, neither the access to nor the value of our cash and cashequivalent balances have been adversely impacted by liquidity problems of financial institutions. At December 31, 2016, our exposure to counterparty credit risk included (i) derivative assets with an aggregate fair value of $2,424.6 million, (ii) cashand cash equivalent and restricted cash balances of $1,668.3 million and (iii) aggregate undrawn debt facilities of $3,969.2 million.Each of our subsidiary borrowing groups have entered into derivative instruments under master agreements with each counterparty that contain masternetting arrangements that are applicable in the event of early termination by either party to such derivative instrument. The master netting arrangementsunder each of these master agreements are limited to the derivative instruments governed by the relevant master agreement within each individual borrowinggroup and are independent of similar arrangements of our other subsidiary borrowing groups.II-88Under our derivative contracts, it is generally only the non-defaulting party that has a contractual option to exercise early termination rights upon thedefault of the other counterparty and to set off other liabilities against sums due upon such termination. However, in an insolvency of a derivativecounterparty, under the laws of certain jurisdictions, the defaulting counterparty or its insolvency representatives may be able to compel the termination ofone or more derivative contracts and trigger early termination payment liabilities payable by us, reflecting any mark-to-market value of the contracts for thecounterparty. Alternatively, or in addition, the insolvency laws of certain jurisdictions may require the mandatory set off of amounts due under suchderivative contracts against present and future liabilities owed to us under other contracts between us and the relevant counterparty. Accordingly, it ispossible 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 offas 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. Tothe 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 ofa 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 thevalue 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 thetermination of one or more derivative instruments, determine the settlement amount and/or compel, without any payment, the partial or full discharge ofliabilities arising from such early termination that are payable by the relevant counterparty or (ii) transfer the derivative instruments to an alternativecounterparty.While we currently have no specific concerns about the creditworthiness of any counterparty for which we have material credit risk exposures, the currenteconomic conditions and uncertainties in global financial markets have increased the credit risk of our counterparties and we cannot rule out the possibilitythat one or more of our counterparties could fail or otherwise be unable to meet its obligations to us. Any such instance could have an adverse effect on ourcash flows, results of operations, financial condition and/or liquidity.Although we actively monitor the creditworthiness of our key vendors, the financial failure of a key vendor could disrupt our operations and have anadverse impact on our revenue and cash flows.Sensitivity InformationInformation concerning the sensitivity of the fair value of certain of our more significant derivative instruments to changes in market conditions is setforth below. The potential changes in fair value set forth below do not include any amounts associated with the remeasurement of the derivative asset orliability into the applicable functional currency. For additional information, see notes 7 and 8 to our consolidated financial statements.Virgin Media Cross-currency and Interest Rate Derivative ContractsHolding all other factors constant, at December 31, 2016:(i)an instantaneous increase (decrease) of 10% in the value of the British pound sterling relative to the U.S. dollar would have decreased (increased)the aggregate fair value of the Virgin Media cross-currency and interest rate derivative contracts by approximately £821 million ($1,014 million);(ii)an instantaneous increase (decrease) in the relevant base rate of 50 basis points (0.50%) would have increased (decreased) the aggregate fair valueof the Virgin Media cross-currency and interest rate derivative contracts by approximately £120 million ($148 million); and(iii)an instantaneous increase (decrease) of 10% in the value of the euro relative to the U.S. dollar would have decreased (increased) the aggregate fairvalue of the Virgin Media cross-currency derivative contracts by approximately £38 million ($47 million).UPC Broadband Holding Cross-currency and Interest Rate Derivative ContractsHolding all other factors constant, at December 31, 2016:(i)an instantaneous increase (decrease) of 10% in the value of the Swiss franc, Polish zloty, Hungarian forint, Czech koruna and Romanian leirelative to the euro would have decreased (increased) the aggregate fair value of the UPC Broadband Holding cross-currency and interest ratederivative contracts by approximately €511 million ($539 million);II-89(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 fairvalue of the UPC Broadband Holding cross-currency and interest rate derivative contracts by approximately €241 million ($254 million);(iii)an instantaneous increase (decrease) of 10% in the value of the Swiss franc relative to the U.S. dollar would have decreased (increased) theaggregate fair value of the UPC Broadband Holding cross-currency and interest rate derivative contracts by approximately €76 million ($80million); and(iv)an instantaneous increase in the relevant base rate of 50 basis points (0.50%) would have increased the aggregate fair value of the UPC BroadbandHolding cross-currency and interest rate derivative contracts by approximately €43 million ($45 million) and, conversely, a decrease of 50 basispoints would have decreased the aggregate fair value by approximately €49 million ($52 million).Unitymedia Cross-currency and Interest Rate Derivative ContractsHolding all other factors constant, at December 31, 2016, an instantaneous increase (decrease) of 10% in the value of the euro relative to the U.S. dollarwould have decreased (increased) the aggregate value of the Unitymedia cross-currency derivative contracts by approximately €241 million ($254 million).Telenet Cross-currency and Interest Rate Derivative Contracts, Interest Rate Caps and SwapsHolding all other factors constant, at December 31, 2016:(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 fairvalue of the Telenet cross-currency derivative contracts by approximately €170 million ($179 million); and(ii)an instantaneous increase (decrease) in the relevant base rate of 50 basis points (0.50%) would have increased (decreased) the aggregate fair valueof the Telenet cross currency, interest rate cap and swap contracts by approximately €124 million ($131 million).CWC Cross-currency Derivative ContractsHolding all other factors constant, at December 31, 2016, an instantaneous increase (decrease) in the relevant base rate of 50 basis points (0.50%) wouldhave increased (decreased) the aggregate fair value of the CWC cross-currency derivative contracts by approximately JMD 4.2 billion ($33 million).VTR Cross-currency Derivative ContractsHolding all other factors constant, at December 31, 2016, an instantaneous increase (decrease) of 10% in the value of the Chilean peso relative to the U.S.dollar would have decreased (increased) the aggregate fair value of the VTR cross-currency derivative contracts by approximately CLP 110.4 billion ($165million).ITV CollarHolding all other factors constant, at December 31, 2016, an instantaneous increase (decrease) of 10% in the per share market price of ITV’s ordinaryshares would have decreased (increased) the fair value of the ITV Collar by approximately £80 million ($99 million).Sumitomo CollarHolding all other factors constant, at December 31, 2016, an instantaneous increase (decrease) of 10% in the per share market price of Sumitomo’scommon stock would have decreased (increased) the fair value of the Sumitomo Collar by approximately ¥3.6 billion ($31 million).II-90Projected Cash Flows Associated with Derivative InstrumentsThe following table provides information regarding the projected cash flows associated with our derivative instruments. The U.S. dollar equivalentspresented below are based on interest rates and exchange rates that were in effect as of December 31, 2016. These amounts are presented for illustrativepurposes only and will likely differ from the actual cash payments required in future periods. For additional information regarding our derivative instruments,see note 7 to our consolidated financial statements. For information concerning the counterparty credit risk associated with our derivative instruments, seethe discussion under Counterparty Credit Risk above. Payments (receipts) due during: Total 2017 2018 2019 2020 2021 Thereafter in millionsProjected derivative cash payments (receipts),net: Liberty Global Group: Interest-related (a)$(113.9) $(40.2) $(57.7) $(70.0) $(53.4) $(35.2) $(370.4)Principal-related (b)31.0 — 5.5 161.6 (153.3) (2,262.4) (2,217.6)Other (c)(139.9) (260.2) (71.9) (2.8) — (6.2) (481.0)Total Liberty Global Group(222.8) (300.4) (124.1) 88.8 (206.7) (2,303.8) (3,069.0)LiLAC Group: Interest-related (a)21.8 20.1 18.7 15.0 15.0 11.6 102.2Principal-related (b)— — 13.2 — — 18.5 31.7Other (c)5.8 — — — — — 5.8Total LiLAC Group27.6 20.1 31.9 15.0 15.0 30.1 139.7Total$(195.2) $(280.3) $(92.2) $103.8 $(191.7) $(2,273.7) $(2,929.3)_______________(a)Includes (i) the cash flows of our interest rate cap, collar and swap contracts and (ii) the interest-related cash flows of our cross-currency and interestrate 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 thecollective value of the related shares and equity-related derivative instrument to settle the ITV Collar Loan, the Sumitomo Collar Loan and theLionsgate Loan.II-91Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATAThe consolidated financial statements of Liberty Global are filed under this Item, beginning on page II-96. Financial statement schedules are filed underItem 15 of this Annual Report on Form 10-K.Item 9.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURENone.Item 9A.CONTROLS AND PROCEDURESEvaluation of disclosure controls and proceduresIn accordance with Exchange Act Rule 13a-15, we carried out an evaluation, under the supervision and with the participation of management, includingour chief executive officer and chief financial officer (the Executives), of the effectiveness of our disclosure controls and procedures as of December 31, 2016.In designing and evaluating the disclosure controls and procedures, the Executives recognize that any controls and procedures, no matter how well designedand operated, can provide only reasonable assurance of achieving the desired control objectives, and management is necessarily required to apply judgmentin evaluating the cost-benefit relationship of possible controls and objectives. Based on that evaluation, the Executives concluded that our disclosurecontrols and procedures are effective as of December 31, 2016, in timely making known to them material information relating to us and our consolidatedsubsidiaries required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934. Internal control over financial reporting(a) Management’s Annual Report on Internal Control over Financial ReportingManagement’s annual report on internal control over financial reporting is included herein on page II-93.(b) Attestation Report of the Independent Registered Public Accounting FirmThe attestation report of KPMG LLP is included herein on page II-94.(c) Changes in Internal Control over Financial ReportingThere have been no changes in our internal controls over financial reporting identified in connection with the evaluation described above that occurredduring the fourth fiscal quarter covered by this Annual Report on Form 10-K that have materially affected, or are reasonably likely to materially affect, ourinternal control over financial reporting.Item 9B.OTHER INFORMATIONNot applicable.II-92Management’s Annual Report on Internal Control over Financial ReportingOur management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f) of the Securities Exchange Act of 1934. Our internal control over financial reporting is designed to provide reasonable assurance regarding thereliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generallyaccepted in the United States of America. Because of its inherent limitations, internal control over financial reporting may not prevent or detectmisstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changesin conditions, or that the degree of compliance with the policies or procedures may deteriorate.Our management assessed the effectiveness of internal control over financial reporting as of December 31, 2016, using the criteria in Internal Control -Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, ourmanagement believes that our internal control over financial reporting was effective as of December 31, 2016. The effectiveness of our internal control overfinancial reporting has been audited by KPMG LLP, an independent registered public accounting firm, as stated in their report included herein. Ourevaluation of internal control over financial reporting did not include the internal control of the following entities that we acquired in 2016: Total assets included in ourconsolidated financialstatements as of December 31,2016 Total revenue included in ourconsolidated financialstatements for the year endedDecember 31, 2016 in millions Cable & Wireless Communications Limited $10,934.7 $1,443.6Telenet Group BVBA 1,547.3 597.1 $12,482.0 $2,040.7II-93Report of Independent Registered Public Accounting FirmThe Board of DirectorsLiberty Global plc:We have audited Liberty Global plc and subsidiaries’ (the Company) internal control over financial reporting as of December 31, 2016, based on criteriaestablished in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. TheCompany’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness ofinternal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting. Ourresponsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require thatwe plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all materialrespects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, andtesting and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such otherprocedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliabilityof financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Acompany’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonabledetail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions arerecorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts andexpenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) providereasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have amaterial effect on the financial statements.Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation ofeffectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliancewith the policies or procedures may deteriorate.In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2016, based on criteriaestablished in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.Management’s evaluation of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2016 excluded the followingentities that were acquired in 2016: Total assets included in theCompany’s consolidatedfinancial statements as ofDecember 31, 2016 Total revenue included in theCompany’s consolidatedfinancial statements for theyear ended December 31, 2016 in millions Cable & Wireless Communications Limited $10,934.7 $1,443.6Telenet Group BVBA 1,547.3 597.1 $12,482.0 $2,040.7II-94We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheetsof the Company as of December 31, 2016 and 2015, and the related consolidated statements of operations, comprehensive earnings (loss), equity, and cashflows for each of the years in the three-year period ended December 31, 2016, and the related financial statement schedules I and II, and our report datedFebruary 15, 2017 expressed an unqualified opinion on those consolidated financial statements./s/ KPMG LLPDenver, ColoradoFebruary 15, 2017II-95Report of Independent Registered Public Accounting FirmThe Board of DirectorsLiberty Global plc:We have audited the accompanying consolidated balance sheets of Liberty Global plc and subsidiaries (the Company) as of December 31, 2016 and 2015,and the related consolidated statements of operations, comprehensive earnings (loss), equity, and cash flows for each of the years in the three-year periodended December 31, 2016. In connection with our audits of the consolidated financial statements, we also have audited financial statement schedules I and II.These consolidated financial statements and financial statement schedules are the responsibility of the Company’s management. Our responsibility is toexpress an opinion on these consolidated financial statements and financial statement schedules based on our audits.We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require thatwe plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includesexamining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accountingprinciples used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our auditsprovide a reasonable basis for our opinion.In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as ofDecember 31, 2016 and 2015, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2016, inconformity with U.S. generally accepted accounting principles. Also, in our opinion, the related financial statement schedules, when considered in relation tothe basic consolidated financial statements taken as a whole, present fairly, in all material respects, the information set forth therein.We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company’s internal controlover financial reporting as of December 31, 2016, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committeeof Sponsoring Organizations of the Treadway Commission, and our report dated February 15, 2017 expressed an unqualified opinion on the effectiveness ofthe Company’s internal control over financial reporting./s/ KPMG LLPDenver, ColoradoFebruary 15, 2017II-96LIBERTY GLOBAL PLCCONSOLIDATED BALANCE SHEETS December 31, 2016 2015 in millionsASSETS Current assets: Cash and cash equivalents$1,629.2 $982.1Receivable from the Dutch JV (note 5)2,346.6 —Trade receivables, net1,906.5 1,467.7Derivative instruments (note 7)412.7 421.9Prepaid expenses209.4 144.2Other current assets547.4 341.5Total current assets7,051.8 3,357.4Investments (including $2,057.2 million and $2,591.8 million, respectively, measured at fair value on a recurringbasis) (note 6)6,483.7 2,839.6Property and equipment, net (note 9)21,110.2 21,684.0Goodwill (note 9)23,366.3 27,020.4Intangible assets subject to amortization, net (note 9)3,657.7 7,092.5Other assets, net (notes 2, 7, 9 and 11)7,014.4 5,565.1Total assets$68,684.1 $67,559.0 The accompanying notes are an integral part of these consolidated financial statements.II-97LIBERTY GLOBAL PLCCONSOLIDATED BALANCE SHEETS — (Continued) December 31, 2016 2015 in millionsLIABILITIES AND EQUITY Current liabilities: Accounts payable$1,168.2 $1,050.1Deferred revenue and advance payments from subscribers and others1,240.1 1,393.5Current portion of debt and capital lease obligations (note 10)2,775.1 2,537.9Accrued capital expenditures765.4 441.8Accrued interest671.4 832.8Accrued income taxes457.9 483.5Other accrued and current liabilities (notes 7 and 14)2,644.7 2,418.3Total current liabilities9,722.8 9,157.9Long-term debt and capital lease obligations (note 10)40,783.6 44,211.2Other long-term liabilities (notes 7, 11, 14 and 15)3,445.7 4,015.6Total liabilities53,952.1 57,384.7Commitments and contingencies (notes 4, 7, 10, 11, 15, 17 and 20) Equity (note 12): Liberty Global shareholders: Liberty Global Shares — Class A, $0.01 nominal value. Issued and outstanding 253,827,604 and 252,766,455shares, respectively2.5 2.5Liberty Global Shares — Class B, $0.01 nominal value. Issued and outstanding 10,805,850 and 10,472,517shares, respectively0.1 0.1Liberty Global Shares — Class C, $0.01 nominal value. Issued and outstanding 634,391,072 and 584,044,394shares, respectively6.3 5.9LiLAC Shares — Class A, $0.01 nominal value. Issued and outstanding 50,317,930 and 12,630,580 shares,respectively0.5 0.1LiLAC Shares — Class B, $0.01 nominal value. Issued and outstanding 1,888,323 and 523,423 shares,respectively— —LiLAC Shares — Class C, $0.01 nominal value. Issued and outstanding 120,889,034 and 30,772,874 shares,respectively1.2 0.3Additional paid-in capital17,578.2 14,908.1Accumulated deficit(3,454.8) (5,160.1)Accumulated other comprehensive earnings (loss), net of taxes(372.4) 895.9Treasury shares, at cost(0.3) (0.4)Total Liberty Global shareholders13,761.3 10,652.4Noncontrolling interests970.7 (478.1)Total equity14,732.0 10,174.3Total liabilities and equity$68,684.1 $67,559.0The accompanying notes are an integral part of these consolidated financial statements.II-98LIBERTY GLOBAL PLCCONSOLIDATED STATEMENTS OF OPERATIONS Year ended December 31, 2016 2015 2014 in millions, except per share amounts Revenue (note 18)$20,008.8 $18,280.0 $18,248.3Operating costs and expenses (exclusive of depreciation and amortization, shown separately below): Programming and other direct costs of services4,606.2 4,104.0 4,043.1Other operating (note 13)2,884.8 2,655.2 2,775.8Selling, general and administrative (SG&A) (notes 13 and 17)3,566.9 3,171.7 3,164.3Depreciation and amortization (note 9)5,801.1 5,825.8 5,500.1Impairment, restructuring and other operating items, net (notes 4, 9, 14 and 15)348.5 174.1 536.8 17,207.5 15,930.8 16,020.1Operating income2,801.3 2,349.2 2,228.2Non-operating income (expense): Interest expense(2,638.4) (2,441.4) (2,544.7)Realized and unrealized gains on derivative instruments, net (note 7)845.1 847.2 88.8Foreign currency transaction losses, net(290.0) (1,149.2) (836.5)Realized and unrealized gains (losses) due to changes in fair values of certain investments and debt,net (notes 6, 8 and 10)(461.5) 124.5 205.2Losses on debt modification and extinguishment, net (note 10)(237.2) (388.0) (186.2)Gain on Dutch JV Transaction (note 5)520.8 — —Other income (expense), net9.3 (26.9) (10.7) (2,251.9) (3,033.8) (3,284.1)Earnings (loss) from continuing operations before income taxes549.4 (684.6) (1,055.9)Income tax benefit (expense) (note 11)1,217.9 (364.9) 75.0Earnings (loss) from continuing operations1,767.3 (1,049.5) (980.9)Discontinued operation (note 5): Earnings from discontinued operation, net of taxes— — 0.8Gain on disposal of discontinued operation, net of taxes— — 332.7 — — 333.5Net earnings (loss)1,767.3 (1,049.5) (647.4)Net earnings attributable to noncontrolling interests(62.0) (103.0) (47.6)Net earnings (loss) attributable to Liberty Global shareholders$1,705.3 $(1,152.5) $(695.0) Basic earnings (loss) attributable to Liberty Global shareholders per share (notes 1 and 3): Liberty Global Shares$2.18 $(0.19) LiLAC Shares$(2.13) $0.39 Old Liberty Global Shares: Continuing operations $(1.13) $(1.29)Discontinued operation — 0.42 $(1.13) $(0.87) Diluted earnings (loss) attributable to Liberty Global shareholders per share (notes 1 and 3): Liberty Global Shares$2.16 $(0.19) LiLAC Shares$(2.13) $0.39 Old Liberty Global Shares: Continuing operations $(1.13) $(1.29)Discontinued operation — 0.42 $(1.13)$(0.87)The accompanying notes are an integral part of these consolidated financial statements.II-99LIBERTY GLOBAL PLCCONSOLIDATED STATEMENTS OF COMPREHENSIVE EARNINGS (LOSS) Year ended December 31, 2016 2015 2014 in millions Net earnings (loss)$1,767.3 $(1,049.5) $(647.4)Other comprehensive earnings (loss), net of taxes (note 16): Foreign currency translation adjustments(1,966.9) (732.9) (935.9)Reclassification adjustments included in net earnings (loss) (note 5)715.7 1.5 124.4Pension-related adjustments and other(20.2) (18.8) (71.2)Other comprehensive loss(1,271.4) (750.2) (882.7)Comprehensive earnings (loss)495.9 (1,799.7) (1,530.1)Comprehensive earnings attributable to noncontrolling interests(58.9) (103.5) (47.1)Comprehensive earnings (loss) attributable to Liberty Global shareholders$437.0 $(1,903.2) $(1,577.2)The accompanying notes are an integral part of these consolidated financial statements.II-100LIBERTY GLOBAL PLCCONSOLIDATED STATEMENTS OF EQUITY Liberty Global shareholders Non-controllinginterests Totalequity Old Liberty Global Shares Additionalpaid-incapital Accumulateddeficit Accumulatedothercomprehensiveearnings,net of taxes Treasuryshares, atcost TotalLibertyGlobalshareholders ClassA ClassB ClassC in millions Balance at January 1, 2014$2.2 $0.1 $5.6 $12,809.4 $(3,312.6) $2,528.8 $(7.7) $12,025.8 $(484.3) $11,541.5Net loss— — — — (695.0) — — (695.0) 47.6 (647.4)Other comprehensive loss, netof taxes (note 16)— — — — — (882.2) — (882.2) (0.5) (882.7)Repurchase and cancellation ofLiberty Global ordinary shares(note 12)— — (0.2) (1,596.7) — — — (1,596.9) — (1,596.9)VTR NCI Acquisition (note 12)— — 0.1 185.3 — — — 185.4 (185.4) —Shares issued in connectionwith the Ziggo Acquisition(note 4)0.3 — 0.8 4,904.7 — — — 4,905.8 1,080.6 5,986.4Impact of Ziggo NCIAcquisition and StatutorySqueeze-out (note 4)— — 0.1 663.8 — — — 663.9 (1,080.6) (416.7)Share-based compensation(note 13)— — — 216.0 — — — 216.0 — 216.0Adjustments due to changes insubsidiaries’ equity and other,net— — (0.1) (111.7) — — 3.5 (108.3) 24.1 (84.2)Balance at December 31, 2014$2.5$0.1$6.3$17,070.8$(4,007.6)$1,646.6$(4.2)$14,714.5$(598.5)$14,116.0The accompanying notes are an integral part of these consolidated financial statements.II-101LIBERTY GLOBAL PLCCONSOLIDATED STATEMENTS OF EQUITY — (Continued) Liberty Global shareholders Non-controllinginterests Totalequity LibertyGlobalShares LiLACShares OldLibertyGlobalShares Additionalpaid-incapital Accumulateddeficit Accumulatedothercomprehensiveearnings,net of taxes Treasuryshares, atcost TotalLibertyGlobalshareholders in millions Balance at January 1, 2015$— $— $8.9 $17,070.8 $(4,007.6) $1,646.6 $(4.2) $14,714.5 $(598.5) $14,116.0Net loss— — — — (1,152.5) — — (1,152.5) 103.0 (1,049.5)Other comprehensive loss,net of taxes (note 16)— — — — — (750.7) — (750.7) 0.5 (750.2)Repurchase and cancellationof Liberty Global ordinaryshares (note 12)(0.1) — (0.1) (2,344.3) — — — (2,344.5) — (2,344.5)Share-based compensation(note 13)— — — 284.3 — — — 284.3 — 284.3Impact of the LiLACTransaction(note 1)8.7 0.4 (8.7) (0.4) — — — — — —Adjustments due to changesin subsidiaries’ equity andother, net (note 12)(0.1) — (0.1) (102.3) — — 3.8 (98.7) 16.9 (81.8)Balance at December 31, 2015$8.5 $0.4 $— $14,908.1 $(5,160.1) $895.9 $(0.4) $10,652.4 $(478.1) $10,174.3The accompanying notes are an integral part of these consolidated financial statements.II-102LIBERTY GLOBAL PLCCONSOLIDATED STATEMENTS OF EQUITY — (Continued) Liberty Global shareholders Non-controllinginterests Totalequity LibertyGlobalShares LiLACShares Additionalpaid-incapital Accumulateddeficit Accumulatedothercomprehensiveearnings (loss),net of taxes Treasuryshares, atcost TotalLibertyGlobalshareholders in millions Balance at January 1, 2016$8.5 $0.4 $14,908.1 $(5,160.1) $895.9 $(0.4) $10,652.4 $(478.1) $10,174.3Net earnings— — — 1,705.3 — — 1,705.3 62.0 1,767.3Other comprehensive loss, net of taxes(notes 5 and 16)— — — — (1,268.3) — (1,268.3) (3.1) (1,271.4)Impact of the CWC Acquisition (note4)1.1 0.1 4,488.9 — — — 4,490.1 1,451.8 5,941.9Repurchase and cancellation ofLiberty Global ordinary shares (note12)(0.6) — (2,088.9) — — — (2,089.5) — (2,089.5)Share-based compensation (note 13)— — 269.0 — — — 269.0 — 269.0Liberty Global call option contracts(note 12)— — 119.1 — — — 119.1 — 119.1Impact of the LiLAC Distribution(note 4)— 1.2 (1.2) — — — — — —Adjustments due to changes insubsidiaries’ equity and other, net(0.1) — (116.8) — — 0.1 (116.8) (61.9) (178.7)Balance at December 31, 2016$8.9 $1.7 $17,578.2 $(3,454.8) $(372.4) $(0.3) $13,761.3 $970.7 $14,732.0The accompanying notes are an integral part of these consolidated financial statements.II-103LIBERTY GLOBAL PLCCONSOLIDATED STATEMENTS OF CASH FLOWS Year ended December 31, 2016 2015 2014 in millionsCash flows from operating activities: Net earnings (loss)$1,767.3 $(1,049.5) $(647.4)Earnings from discontinued operation— — (333.5)Earnings (loss) from continuing operations1,767.3 (1,049.5) (980.9)Adjustments to reconcile earnings (loss) from continuing operations to net cash provided byoperating activities: Share-based compensation expense296.9 318.2 257.2Depreciation and amortization5,801.1 5,825.8 5,500.1Impairment, restructuring and other operating items, net348.5 174.1 536.8Amortization of deferred financing costs and non-cash interest67.9 80.8 84.3Realized and unrealized gains on derivative instruments, net(845.1) (847.2) (88.8)Foreign currency transaction losses, net290.0 1,149.2 836.5Realized and unrealized losses (gains) due to changes in fair values of certain investments anddebt, including impact of dividends477.0 (121.4) (203.7)Losses on debt modification and extinguishment, net237.2 388.0 186.2Gain on Dutch JV Transaction(520.8) — —Deferred income tax benefit(1,520.0) (50.1) (350.6)Excess tax benefits from share-based compensation(4.4) (26.7) (7.0)Changes in operating assets and liabilities, net of the effects of acquisitions and dispositions: Receivables and other operating assets457.9 566.5 860.5Payables and accruals(918.0) (701.9) (1,017.8)Net cash used by operating activities of discontinued operation— — (9.6)Net cash provided by operating activities5,935.5 5,705.8 5,603.2 Cash flows from investing activities: Capital expenditures(2,644.3) (2,499.5) (2,684.4)Cash paid in connection with acquisitions, net of cash acquired(1,384.5) (385.8) (73.3)Sale of investments147.3 — —Investments in and loans to affiliates and others(140.9) (999.6) (1,016.6)Proceeds received upon disposition of discontinued operation, net of disposal costs— — 988.5Other investing activities, net104.7 55.5 (13.8)Net cash used by investing activities of discontinued operation, including deconsolidated cash— — (3.8)Net cash used by investing activities$(3,917.7) $(3,829.4) $(2,803.4) The accompanying notes are an integral part of these consolidated financial statements.II-104LIBERTY GLOBAL PLCCONSOLIDATED STATEMENTS OF CASH FLOWS — (Continued) Year ended December 31, 2016 2015 2014 in millionsCash flows from financing activities: Borrowings of debt$13,680.8 $15,230.4 $9,572.4Repayments and repurchases of debt and capital lease obligations(12,544.4) (13,881.4) (11,316.1)Repurchase of Liberty Global ordinary shares(1,968.3) (2,320.5) (1,584.9)Payment of financing costs and debt premiums(253.9) (423.3) (379.8)Net cash paid related to derivative instruments(251.5) (301.2) (221.0)Change in cash collateral106.3 (56.1) (58.7)Purchase of additional shares of subsidiaries— (142.4) (260.7)Other financing activities, net(154.7) (143.3) (11.3)Net cash used by financing activities of discontinued operation— — (1.2)Net cash used by financing activities(1,385.7) (2,037.8) (4,261.3) Effect of exchange rate changes on cash – continuing operations15.0 (15.0) (81.9) Net increase (decrease) in cash and cash equivalents: Continuing operations647.1 (176.4) (1,528.8)Discontinued operation— — (14.6)Net increase (decrease) in cash and cash equivalents647.1 (176.4) (1,543.4)Cash and cash equivalents: Beginning of year982.1 1,158.5 2,701.9End of year$1,629.2 $982.1 $1,158.5 Cash paid for interest – continuing operations$2,608.0 $2,170.4 $2,376.7Net cash paid for taxes: Continuing operations$440.7 $236.3 $97.3Discontinued operation— — 2.2Total$440.7 $236.3 $99.5The accompanying notes are an integral part of these consolidated financial statements.II-105LIBERTY GLOBAL PLCNotes to Consolidated Financial StatementsDecember 31, 2016, 2015 and 2014(1) Basis of PresentationLiberty 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 internationalprovider of video, broadband internet, fixed-line telephony, mobile and other communications services to residential customers and businesses, withconsolidated operations at December 31, 2016 in more than 30 countries.In Europe, we provide residential and business-to-business (B2B) services in (i) the United Kingdom (U.K.) and Ireland through Virgin Media Inc.(Virgin Media), (ii) Germany through Unitymedia GmbH (Unitymedia), (iii) Belgium through Telenet Group Holding N.V. (Telenet), a 57.4%-ownedsubsidiary, and (iv) seven other European countries through UPC Holding B.V. (UPC Holding). In addition, through the December 31, 2016 completion ofthe Dutch JV Transaction (as defined and described in note 5), we provided residential and B2B services in the Netherlands through VodafoneZiggo HoldingB.V., formerly known as Ziggo Group Holding B.V., which we refer to herein as “Ziggo Group Holding.” Virgin Media, Unitymedia and UPC Holding areeach wholly-owned subsidiaries of Liberty Global. The operations of Virgin Media, Unitymedia, Telenet, UPC Holding and, through December 31, 2016,Ziggo Group Holding are collectively referred to herein as the “European Division.”Outside of Europe, we provide residential and B2B services in (i) 18 countries, predominantly in Latin America and the Caribbean, through our wholly-owned subsidiary Cable & Wireless Communications Limited (formerly known as Cable & Wireless Communications Plc) (CWC), (ii) Chile through ourwholly-owned subsidiary VTR.com SpA (VTR) and (iii) Puerto Rico through Liberty Cablevision of Puerto Rico LLC (Liberty Puerto Rico), an entity inwhich we hold a 60.0% ownership interest. CWC also provides (a) B2B services in certain other countries in Latin America and the Caribbean and (b)wholesale services over its sub-sea and terrestrial networks that connect over 30 markets in that region. CWC owns less than 100% of certain of itsconsolidated subsidiaries, including Cable & Wireless Panama, SA (CWC Panama) (a 49.0%-owned entity that owns most of our operations in Panama), TheBahamas Telecommunications Company Limited (CWC BTC) (a 49.0%-owned entity that owns all of our operations in the Bahamas), Cable & WirelessJamaica Limited (CWC Jamaica) (an 82.0%-owned entity that owns the majority of our operations in Jamaica) and Cable & Wireless Barbados Limited(CWC Barbados) (an 81.1%-owned entity that owns the majority of our operations in Barbados). The operations of CWC, VTR and Liberty Puerto Rico arecollectively referred to herein as the “LiLAC Division.”On July 1, 2015, we completed the approved steps of the “LiLAC Transaction” whereby we (i) reclassified our then outstanding Class A, Class B andClass 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 Cordinary shares (collectively, the LiLAC Shares). In these notes, the term “Old Liberty Global Shares” refers to our previously-outstanding Class A, Class Band Class C Liberty Global ordinary shares. Pursuant to the LiLAC Transaction, each holder of Class A, Class B and Class C Old Liberty Global Sharesremained 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 OldLiberty 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 CLiLAC Shares. Cash was issued in lieu of fractional LiLAC Shares. The impact of the LiLAC Transaction on our capitalization and earnings (loss) per sharepresentation has been reflected in these consolidated financial statements prospectively from July 1, 2015. Accordingly, (a) our net earnings (loss) attributedto 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 toperiods prior to July 1, 2015.The Liberty Global Shares and the LiLAC Shares are tracking shares. Tracking shares are intended by the issuing company to reflect or “track” theeconomic performance of a particular business or “group,” rather than the economic performance of the company as a whole. The Liberty Global Shares andthe LiLAC Shares are intended to track the economic performance of the Liberty Global Group and the LiLAC Group, respectively (each as defined anddescribed below). While the Liberty Global Group and the LiLAC Group have separate collections of businesses, assets and liabilities attributed to them,neither group is a separate legal entity and therefore cannot own assets, issue securities or enter into legally binding agreements. Holders of tracking shareshave no direct claim to the group’s assets and are not represented by separate boards of directors. Instead, holders of tracking shares are shareholders of theparent corporation, with a single board of directors, and are subject to all of the risks and liabilities of the parent corporation. We and our subsidiaries eachcontinue to be responsible for our respective liabilities. Holders of Liberty Global Shares, LiLAC Shares and any other of our capital shares designated asordinary shares from time to time will continue to be subject to risks associated with an investment in our company as a whole, even if a holder does not ownboth Liberty Global Shares and LiLAC Shares.II-106LIBERTY GLOBAL PLCNotes to Consolidated Financial Statements — (Continued)December 31, 2016, 2015 and 2014The “LiLAC Group” comprises our businesses, assets and liabilities in Latin America and the Caribbean and has attributed to it (i) LGE Coral HoldcoLimited (LGE Coral) and its subsidiaries, which include CWC, (ii) VTR Finance B.V. (VTR Finance) and its subsidiaries, which include VTR, (iii) LilaChile Holding B.V. (Lila Chile Holding), which is the parent entity of VTR Finance, (iv) LiLAC Communications Inc. (formerly known as LiLAC HoldingsInc.) (LiLAC Communications) and its subsidiaries, which include Liberty Puerto Rico, and (v) prior to July 1, 2015, the costs associated with certaincorporate employees of Liberty Global that are exclusively focused on the management of the LiLAC Group (the LiLAC Corporate Costs). Effective July 1,2015, these corporate employees were transferred to LiLAC Communications. The “Liberty Global Group” comprises our businesses, assets and liabilitiesnot attributed to the LiLAC Group, including Virgin Media, Ziggo Group Holding (through December 31, 2016), Unitymedia, Telenet, UPC Holding, ourcorporate entities (excluding LiLAC Communications) and certain other less significant entities.For additional information regarding our tracking share capital structure, including unaudited attributed financial information of the Liberty GlobalGroup and the LiLAC Group, see Exhibit 99.1 to this Annual Report on Form 10-K.On January 31, 2014, we completed the sale of substantially all of the assets (the Chellomedia Disposal Group) of Chellomedia B.V. (Chellomedia) (theChellomedia Transaction). Chellomedia held certain of our programming interests in Europe and Latin America. We have accounted for the sale of theChellomedia Disposal Group as a discontinued operation in our consolidated financial statements. For additional information regarding our discontinuedoperation, see note 5.Unless otherwise indicated, ownership percentages and convenience translations into United States (U.S.) dollars are calculated as of December 31, 2016.(2) Accounting Changes and Recent Accounting PronouncementsAccounting ChangesIn April 2015, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2015-03, Simplifying the Presentationof Debt Issuance Costs (ASU 2015-03), which requires debt issuance costs related to a recognized debt liability to be presented on the balance sheet as areduction of debt, similar to the presentation of debt discounts. For public entities, ASU 2015-03 was effective for annual reporting periods beginning afterDecember 15, 2015. We adopted ASU 2015-03 on January 1, 2016 and, accordingly, deferred financing costs are presented as a reduction of debt in ourDecember 31, 2016 and 2015 consolidated balance sheets. Prior to the adoption of ASU 2015-03, we presented deferred financing costs in other assets, net.Recent Accounting PronouncementsASU 2014-09In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (ASU 2014-09), which requires an entity to recognize theamount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. ASU 2014-09, as amended by ASU No. 2015-14, will replace existing revenue recognition guidance when it becomes effective for annual and interim reporting periods beginning after December 15,2017. This new standard permits the use of either the retrospective or cumulative effect transition method. We will adopt ASU 2014-09 effective January 1,2018 using the cumulative effect transition method. While we are continuing to evaluate the effect that ASU 2014-09 will have on our consolidated financialstatements, we have identified a number of our current revenue recognition policies that will be impacted by ASU 2014-09, including the accounting for (i)time-limited discounts and free periods provided to our customers and (ii) certain up-front fees charged to our customers. These impacts are discussed below:•When we enter into contracts to provide services to our customers, we often provide time-limited discounts or free service periods. Under currentaccounting rules, we recognize revenue net of discounts during the promotional periods and do not recognize any revenue during free serviceperiods. Under ASU 2014-09, revenue recognition will be accelerated for these contracts as the impact of the discount or free service period will berecognized uniformly over the total contractual period.II-107LIBERTY GLOBAL PLCNotes to Consolidated Financial Statements — (Continued)December 31, 2016, 2015 and 2014•When we enter into contracts to provide services to our customers, we often charge installation or other up-front fees. Under current accounting rules,installation fees related to services provided over our cable networks are recognized as revenue in the period during which the installation occurs tothe extent these fees are equal to or less than direct selling costs. Under ASU 2014-09, these fees will generally be deferred and recognized asrevenue over the contractual period, or longer if the up-front fee results in a material renewal right.As the above revenue recognition changes have offsetting impacts and both result in a relatively minor shift in the timing of revenue recognition, wecurrently do not expect ASU 2014-09 to have a material impact on our reported revenue. ASU 2014-09 will also impact our accounting for certain upfront costs directly associated with obtaining and fulfilling customer contracts. Under ourcurrent policy, these costs are expensed as incurred unless the costs are in the scope of another accounting topic that allows for capitalization. Under ASU2014-09, the upfront costs that are currently expensed as incurred will be recognized as assets and amortized to other operating expenses over a period that isconsistent with the transfer to the customers of the goods or services to which the assets relate, which we have generally interpreted to be the expectedcustomer life. The impact of the accounting change for these costs will be dependent on numerous factors, including the number of new subscriber contractsadded in any given period, but we expect the adoption of this accounting change will initially result in the deferral of a significant amount of operating andselling costs. The ultimate impact of adopting ASU 2014-09 for both revenue recognition and costs to obtain and fulfill contracts will depend on the promotions andoffers in place during the period leading up to and after the adoption of ASU 2014-09.ASU 2016-02In February 2016, the FASB issued ASU No. 2016-02, Leases (ASU 2016-02), which, for most leases, will result in lessees recognizing lease assets andlease liabilities on the balance sheet with additional disclosures about leasing arrangements. ASU 2016-02 requires lessees and lessors to recognize andmeasure leases at the beginning of the earliest period presented using a modified retrospective approach. The modified retrospective approach also includes anumber of optional practical expedients an entity may elect to apply. ASU 2016-02 is effective for annual reporting periods beginning after December 15,2018, including interim periods within those fiscal years, with early adoption permitted. Although we are currently evaluating the effect that ASU 2016-02will have on our consolidated financial statements, we expect the adoption of this standard will increase the number of leases to be accounted for as capitalleases in our consolidated balance sheet.ASU 2016-09In March 2016, the FASB issued ASU No. 2016-09, Compensation — Stock Compensation, Improvements to Employee Share-Based PaymentAccounting (ASU 2016-09), which simplifies several aspects of the accounting for share-based payment transactions, including income tax consequences,classification of awards as either equity or liabilities and classification within the statement of cash flows. ASU 2016-09 is effective for annual reportingperiods beginning after December 15, 2016, including interim periods within those fiscal years, with early adoption permitted. ASU 2016-09 will result in,among other matters, the immediate recognition for financial reporting purposes of excess tax benefits that currently are not recognized until such time asthese tax benefits can be realized as a reduction of income taxes payable.ASU 2017-04In January 2017, the FASB issued ASU No. 2017-04, Simplifying the Test for Goodwill Impairment (ASU 2017-04), which eliminates the requirement toestimate the implied fair value of a reporting unit’s goodwill as determined following the procedure that would be required in determining the fair value ofassets acquired and liabilities assumed in a business combination. Instead, a company should recognize any goodwill impairment by comparing the fair valueof a reporting unit to its carrying amount. ASU 2017-04 is effective for annual reporting periods beginning after December 15, 2019, including interimperiods within those fiscal years, with early adoption permitted for interim or annual goodwill impairment tests performed on testing dates after January 1,2017. We expect the adoption of ASU 2017-04 to reduce the complexity surrounding the evaluation of our goodwill for impairment.II-108LIBERTY GLOBAL PLCNotes to Consolidated Financial Statements — (Continued)December 31, 2016, 2015 and 2014(3) Summary of Significant Accounting PoliciesEstimatesThe preparation of financial statements in conformity with accounting principles generally accepted in the U.S. (U.S. GAAP) requires management tomake estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts ofrevenue 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 valuationallowances, loss contingencies, fair value measurements, impairment assessments, capitalization of internal costs associated with construction andinstallation activities, useful lives of long-lived assets, share-based compensation and actuarial liabilities associated with certain benefit plans. Actual resultscould differ from those estimates.ReclassificationsCertain prior year amounts have been reclassified to conform to the current year presentation, including the reclassification of deferred financing costsfrom other long-term assets to long-term debt and capital lease obligations and the reclassification of certain costs between programming and other directcosts of services, other operating and SG&A expenses. For additional information regarding the change in the classification of deferred financing costs, see“Accounting Changes” in note 2.Principles of ConsolidationThe accompanying consolidated financial statements include our accounts and the accounts of all voting interest entities where we exercise acontrolling financial interest through the ownership of a direct or indirect controlling voting interest and variable interest entities for which our company isthe primary beneficiary. All significant intercompany accounts and transactions have been eliminated in consolidation.Cash and Cash Equivalents and Restricted CashCash equivalents consist of money market funds and other investments that are readily convertible into cash and have maturities of three months or lessat the time of acquisition. We record money market funds at the net asset value reported by the investment manager as there are no restrictions on our ability,contractual or otherwise, to redeem our investments at the stated net asset value reported by the investment manager.Restricted cash consists of cash held in restricted accounts, including cash held as collateral for debt and other compensating balances. Restricted cashamounts 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 aspecific use is classified as current or long-term based on the expected timing of the disbursement. At December 31, 2016 and 2015, our current and long-termrestricted cash balances aggregated $39.1 million and $127.9 million, respectively.Our significant non-cash investing and financing activities are disclosed in our consolidated statements of equity and in notes 4, 7, 9, and 10.Trade ReceivablesOur trade receivables are reported net of an allowance for doubtful accounts. Such allowance aggregated $193.4 million and $115.7 million atDecember 31, 2016 and 2015, respectively. The allowance for doubtful accounts is based upon our assessment of probable loss related to uncollectibleaccounts receivable. We use a number of factors in determining the allowance, including, among other things, collection trends, prevailing and anticipatedeconomic conditions and specific customer credit risk. The allowance is maintained until either payment is received or the likelihood of collection isconsidered 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 differentcountries worldwide. We also manage this risk by disconnecting services to customers whose accounts are delinquent.II-109LIBERTY GLOBAL PLCNotes to Consolidated Financial Statements — (Continued)December 31, 2016, 2015 and 2014InvestmentsWe make elections, on an investment-by-investment basis, as to whether we measure our investments at fair value. Such elections are generallyirrevocable. With the exception of those investments over which we exercise significant influence, we generally elect the fair value method. For thoseinvestments 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 lossesdue to changes in fair values of certain investments and debt, net, in our consolidated statements of operations. All costs directly associated with theacquisition of an investment to be accounted for using the fair value method are expensed as incurred. Under the equity method of accounting, investmentsare 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 theacquisition of an investment to be accounted for using the equity method are included in the carrying amount of the investment. For additional informationregarding 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 theyoccur rather than as dividends or other distributions are received, with our recognition of losses generally limited to the extent of our investment in, andadvances and commitments to, the investee. The portion of the difference between our investment and our share of the net assets of the investee thatrepresents goodwill is not amortized, but continues to be considered for impairment. Intercompany profits on transactions with equity affiliates for whichassets 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 ourconsolidated statements of operations. Dividends from our equity method investees and all of our privately-held investees are reflected as reductions of thecarrying values of the applicable investments. Dividends that are deemed to be (i) returns on our investments are included in cash flows from operatingactivities in our consolidated statements of cash flows and (ii) returns of our investments are included in cash flows from investing activities in ourconsolidated statements of cash flows.We continually review all of our equity and cost method investments to determine whether a decline in fair value below the cost basis is other-than-temporary. The primary factors we consider in our determination are the extent and length of time that the fair value of the investment is below ourcompany’s carrying value and the financial condition, operating performance and near-term prospects of the investee, changes in the stock price or valuationsubsequent 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 isdeemed 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 InstrumentsDue 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. Forinformation concerning the fair values of certain of our investments, derivatives and debt, see notes 6, 7 and 10, respectively. For information regarding howwe arrive at certain of our fair value measurements, see note 8.Derivative InstrumentsAll derivative instruments, whether designated as hedging relationships or not, are recorded on the balance sheet at fair value. If the derivativeinstrument is not designated as a hedge, changes in the fair value of the derivative instrument are recognized in earnings. If the derivative instrument isdesignated as a cash flow hedge, the effective portions of changes in the fair value of the derivative instrument are recorded in other comprehensive earningsor loss and subsequently reclassified into our consolidated statements of operations when the hedged forecasted transaction affects earnings. Ineffectiveportions 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 forwardcontracts, we do not apply hedge accounting to our derivative instruments.II-110LIBERTY GLOBAL PLCNotes to Consolidated Financial Statements — (Continued)December 31, 2016, 2015 and 2014The net cash received or paid related to our derivative instruments is classified as an operating, investing or financing activity in our consolidatedstatements of cash flows based on the objective of the derivative instrument and the classification of the applicable underlying cash flows. For foreigncurrency forward contracts that are used to hedge capital expenditures, the net cash received or paid is classified as an adjustment to capital expenditures inour consolidated statements of cash flows. For derivative contracts that are terminated prior to maturity, the cash paid or received upon termination thatrelates 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 EquipmentProperty and equipment are stated at cost less accumulated depreciation. We capitalize costs associated with the construction of new cable and mobiletransmission and distribution facilities and the installation of new cable services. Capitalized construction and installation costs include materials, labor andother directly attributable costs. Installation activities that are capitalized include (i) the initial connection (or drop) from our cable system to a customerlocation, (ii) the replacement of a drop and (iii) the installation of equipment for additional services, such as digital cable, telephone or broadband internetservice. The costs of other customer-facing activities, such as reconnecting customer locations where a drop already exists, disconnecting customer locationsand repairing or maintaining drops, are expensed as incurred. Interest capitalized with respect to construction activities was not material during any of theperiods presented.Capitalized internal-use software is included as a component of property and equipment. We capitalize internal and external costs directly associatedwith the development of internal-use software. We also capitalize costs associated with the purchase of software licenses. Maintenance and training costs, aswell 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 isamortized 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 andequipment are assessed periodically and are adjusted when warranted. The useful lives of cable and mobile distribution systems that are undergoing a rebuildare adjusted such that property and equipment to be retired will be fully depreciated by the time the rebuild is completed. For additional informationregarding 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 reasonableestimate of fair values. Asset retirement obligations may arise from the loss of rights of way that we obtain from local municipalities or other relevantauthorities. Under certain circumstances, the authorities could require us to remove our network equipment from an area if, for example, we were todiscontinue using the equipment for an extended period of time or the authorities were to decide not to renew our access rights. However, because the rightsof way are integral to our ability to deliver broadband communications services to our customers, we expect to conduct our business in a manner that willallow us to maintain these rights for the foreseeable future. In addition, we have no reason to believe that the authorities will not renew our rights of way and,historically, renewals have been granted. We also have obligations in lease agreements to restore the property to its original condition or remove our propertyat the end of the lease term. Sufficient information is not available to estimate the fair value of our asset retirement obligations in certain of our leasearrangements. This is the case for long-term lease arrangements in which the underlying leased property is integral to our operations, there is not anacceptable alternative to the leased property and we have the ability to indefinitely renew the lease. Accordingly, for most of our rights of way and certainlease agreements, the possibility is remote that we will incur significant removal costs in the foreseeable future and, as such, we do not have sufficientinformation to make a reasonable estimate of fair value for these asset retirement obligations.As of December 31, 2016 and 2015, the recorded value of our asset retirement obligations was $96.3 million and $63.9 million, respectively.II-111LIBERTY GLOBAL PLCNotes to Consolidated Financial Statements — (Continued)December 31, 2016, 2015 and 2014Intangible AssetsOur primary intangible assets relate to goodwill, customer relationships and cable television franchise rights. Goodwill represents the excess purchaseprice over the fair value of the identifiable net assets acquired in a business combination. Customer relationships and cable television franchise rights areinitially recorded at their fair values in connection with business combinations.Goodwill and other intangible assets with indefinite useful lives are not amortized, but instead are tested for impairment at least annually. Intangibleassets with finite lives are amortized on a straight-line basis over their respective estimated useful lives to their estimated residual values, and reviewed forimpairment. We do not amortize our cable television franchise rights and certain other intangible assets as these assets have indefinite lives. For additionalinformation regarding the useful lives of our intangible assets, see note 9.Impairment of Property and Equipment and Intangible AssetsWhen circumstances warrant, we review the carrying amounts of our property and equipment and our intangible assets (other than goodwill and otherindefinite-lived intangible assets) to determine whether such carrying amounts continue to be recoverable. Such changes in circumstance may include (i) anexpectation 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 legalfactors 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 aregrouped at the lowest level for which cash flows are largely independent of other assets and liabilities, generally at or below the reporting unit level (seebelow). 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, animpairment 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 rateand/or (c) estimated replacement cost. Assets to be disposed of are recorded at the lower of their carrying amount or fair value less costs to sell.We evaluate goodwill and other indefinite-lived intangible assets (primarily cable television franchise rights) for impairment at least annually onOctober 1 and whenever facts and circumstances indicate that their carrying amounts may not be recoverable. For impairment evaluations with respect toboth goodwill and other indefinite-lived intangibles, we first make a qualitative assessment to determine if the goodwill or other indefinite-lived intangiblemay 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 fairvalue of the reporting unit to its respective carrying amount. A reporting unit is an operating segment or one level below an operating segment (referred to asa “component”). If the carrying value of a reporting unit were to exceed its fair value, we would then compare the implied fair value of the reporting unit’sgoodwill to its carrying amount, and any excess of the carrying amount over the fair value would be charged to operations as an impairment loss. Withrespect 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 carryingvalue, 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.II-112LIBERTY GLOBAL PLCNotes to Consolidated Financial Statements — (Continued)December 31, 2016, 2015 and 2014Income TaxesIncome taxes are accounted for under the asset and liability method. We recognize deferred tax assets and liabilities for the future tax consequencesattributable to differences between the financial statement carrying amounts and income tax basis of assets and liabilities and the expected benefits ofutilizing 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 whichthose 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 webelieve it is more-likely-than-not such net deferred tax assets will not be realized. Certain of our valuation allowances and tax uncertainties are associatedwith 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 inthe period that includes the enactment date. Deferred tax liabilities related to investments in foreign subsidiaries and foreign corporate joint ventures that areessentially permanent in duration are not recognized until it becomes apparent that such amounts will reverse in the foreseeable future. In order to beconsidered essentially permanent in duration, sufficient evidence must indicate that the foreign subsidiary has invested or will invest its undistributedearnings indefinitely, or that earnings will be remitted in a tax-free liquidation. Interest and penalties related to income tax liabilities are included in incometax benefit or expense in our consolidated statements of operations. For additional information on our income taxes, see note 11.Foreign Currency Translation and TransactionsThe reporting currency of our company is the U.S. dollar. The functional currency of our foreign operations generally is the applicable local currency foreach foreign subsidiary and equity method investee. Assets and liabilities of foreign subsidiaries (including intercompany balances for which settlement isnot anticipated in the foreseeable future) are translated at the spot rate in effect at the applicable reporting date. With the exception of certain materialtransactions, the amounts reported in our consolidated statements of operations are translated at the average exchange rates in effect during the applicableperiod. The resulting unrealized cumulative translation adjustment, net of applicable income taxes, is recorded as a component of accumulated othercomprehensive earnings or loss in our consolidated statements of equity. With the exception of certain material transactions, the cash flows from ouroperations in foreign countries are translated at the average rate for the applicable period in our consolidated statements of cash flows. The impacts ofmaterial transactions generally are recorded at the applicable spot rates in our consolidated statements of operations and cash flows. The effect of exchangerates 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 suchtransactions arise. Changes in exchange rates with respect to amounts recorded in our consolidated balance sheets related to these non-functional currencytransactions result in transaction gains and losses that are reflected in our consolidated statements of operations as unrealized (based on the applicable periodend exchange rates) or realized upon settlement of the transactions.Revenue RecognitionService Revenue — Cable Networks. We recognize revenue from the provision of video, broadband internet and fixed-line telephony services over ourcable network to customers in the period the related services are provided. Installation revenue (including reconnect fees) related to services provided overour 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 sellingcosts, which costs are expensed as incurred. To the extent installation revenue exceeds direct selling costs, the excess revenue is deferred and amortized overthe average expected subscriber life.Sale of Multiple Products and Services. We sell video, broadband internet, fixed-line telephony and, in most of our markets, mobile services to ourcustomers in bundled packages at a rate lower than if the customer purchased each product on a standalone basis. Revenue from bundled packages generallyis allocated proportionally to the individual services based on the relative standalone price for each respective service.Mobile Revenue — General. Consideration from mobile contracts is allocated to the airtime service element and the handset service element based onthe relative standalone prices of each element. The amount of consideration allocated to the handset is limited to the amount that is not contingent upon thedelivery of future airtime services. Certain of our operations that provideII-113LIBERTY GLOBAL PLCNotes to Consolidated Financial Statements — (Continued)December 31, 2016, 2015 and 2014mobile services offer handsets under a subsidized contract model, whereby upfront revenue recognition is limited to the upfront cash collected from thecustomer as the remaining monthly fees to be received from the customer, including fees that may be associated with the handset, are contingent upondelivering future airtime services. At certain of our operations, mobile customers may choose to enter into two distinct contractual relationships: (i) a mobilehandset contract and (ii) a mobile airtime services contract (a Split-contract Program). Under the mobile handset contract, the customer takes full title to thehandset 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 acontractual period. Under these arrangements, the handset installment payments are not contingent upon delivering future airtime services and theconsideration 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-paycustomers 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 deliveredand title has passed. For customers under a mobile handset installment contract that is independent of a mobile airtime services contract, revenue isrecognized upon delivery only if collectibility is reasonably assured. Our assessment of collectibility is based principally on internal and external creditassessments as well as historical collection information for similar customers. To the extent that collectibility of installment payments from the customer isnot reasonably assured upon delivery of the handset, handset revenue is recognized on a cash basis as customer payments are received.B2B Revenue. We defer upfront installation and certain nonrecurring fees received on B2B contracts where we maintain ownership of the installedequipment. 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 theextent 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 theassociated services are provided.Sales, Use and Other Value-Added Taxes (VAT). Revenue is recorded net of applicable sales, use and other value-added taxes. Share-based CompensationWe recognize all share-based payments to employees, including grants of employee share-based incentive awards, based on their grant-date fair valuesand our estimates of forfeitures. We recognize the grant-date fair value of outstanding awards as a charge to operations over the vesting period. The cashbenefits of tax deductions in excess of deferred taxes on recognized share-based compensation expense are reported as a financing cash flow. Payroll taxesincurred in connection with the vesting or exercise of our share-based incentive awards are recorded as a component of share-based compensation expense inour 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 performancecondition 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 (SARs) and performance-based share appreciation rights (PSARs) are estimated using theBlack-Scholes option pricing model, and the grant date fair values for restricted share units (RSUs) and performance-based restricted share units (PSUs) arebased upon the closing share price of Liberty Global ordinary shares on the date of grant. We calculate the expected life of options and SARs granted byLiberty Global to employees based on historical exercise trends. The expected volatility for options and SARs related to Liberty Global Shares is generallybased 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) volatilitiesimplied from publicly-traded options for Liberty Global Shares. The expected volatility for options and SARs related to LiLAC Shares is generally based on acombination of (a) historical volatilities of LiLAC Shares for a period equal to the expected average life of the award and, if this data is unavailable, historicalvolatilities of ordinary shares of a relevant peerII-114LIBERTY GLOBAL PLCNotes to Consolidated Financial Statements — (Continued)December 31, 2016, 2015 and 2014group for a period equal to the expected average life of the award, and (b) volatilities implied from publicly-traded options for LiLAC Shares where available.We generally issue new Liberty Global ordinary shares when Liberty Global options or SARs are exercised and when RSUs and PSUs vest. Although werepurchase Liberty Global ordinary shares from time to time, the parameters of our share purchase and redemption activities are not established solely withreference to the dilutive impact of our share-based compensation plans.For additional information regarding our share-based compensation, see note 13.Litigation CostsLegal fees and related litigation costs are expensed as incurred.Earnings or Loss per ShareBasic 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, SARs, PSARs, RSUs and convertiblesecurities) as if they had been exercised, vested or converted at the beginning of the periods presented.The details of our net earnings (loss) attributable to holders of Liberty Global Shares, LiLAC Shares and Old Liberty Global Shares are set forth below: Year ended December 31, 2016 2015 2014 in millionsNet earnings (loss) attributable to holders of: Liberty Global Shares (a)$1,941.1 $(167.5) $—LiLAC Shares (a)(235.8) 17.2 —Old Liberty Global Shares (b): Loss from continuing operations— (1,002.2) (1,028.5)Earnings from discontinued operation— — 333.5 — (1,002.2) (695.0)Net earnings (loss) attributable to Liberty Global shareholders$1,705.3 $(1,152.5) $(695.0)_______________(a)The amounts presented for the year ended December 31, 2015 relate to the period from July 1, 2015 through December 31, 2015.(b)The amounts presented for the year ended December 31, 2015 relate to the period from January 1, 2015 through June 30, 2015.II-115LIBERTY GLOBAL PLCNotes to Consolidated Financial Statements — (Continued)December 31, 2016, 2015 and 2014The details of our weighted average shares outstanding are set forth below: Year ended December 31, 2016 2015 2014Weighted average shares outstanding: Liberty Global Shares (a): Basic889,790,968 864,721,483 Diluted899,969,654 864,721,483 LiLAC Shares (a): Basic110,868,650 43,915,757 Diluted110,868,650 44,235,275 Old Liberty Global Shares — basic and diluted (b) 884,040,481 798,869,761_______________(a)The amounts presented for the year ended December 31, 2015 relate to the period from July 1, 2015 through December 31, 2015.(b)The amount presented for the year ended December 31, 2015 relates to the period from January 1, 2015 through June 30, 2015.Liberty Global Shares.The details of the calculation of EPS with respect to Liberty Global Shares for the year ended December 31, 2016 are set forth in the table below:Numerator: Net earnings attributable to holders of Liberty Global Shares (basic EPS computation) (in millions)$1,941.1Interest expense on Virgin Media’s 6.50% convertible senior notes1.7Net earnings attributable to holders of Liberty Global Shares (diluted EPS computation) (in millions)$1,942.8 Denominator: Weighted average ordinary shares (basic EPS computation)889,790,968Incremental shares attributable to the assumed exercise of outstanding options, SARs and PSARs and the release of share unitsupon vesting (treasury stock method)7,819,514Virgin Media’s 6.50% convertible senior notes2,359,172Weighted average ordinary shares (diluted EPS computation)899,969,654We reported a loss from continuing operations attributable to holders of Liberty Global Shares for the period from July 1, 2015 through December 31,2015. Therefore, the potentially dilutive effect at December 31, 2015 of the following items was not included in the computation of diluted loss per shareattributable to holders of Liberty Global Shares because their inclusion would have been anti-dilutive to the computation or, in the case of certain PSUs andperformance grant units (PGUs), because such awards had not yet met the applicable performance criteria: (i) the aggregate number of shares issuablepursuant to outstanding options, SARs, PSARs and RSUs of approximately 43.3 million, (ii) the aggregate number of shares issuable pursuant to PSUs andPGUs of approximately 4.5 million and (iii) the aggregate number of shares issuable pursuant to obligations that may be settled in cash or shares ofapproximately 2.7 million.LiLAC Shares.We reported a loss attributable to holders of LiLAC Shares during the year ended December 31, 2016. Therefore, the potentially dilutive effect atDecember 31, 2016 of the following items was not included in the computation of diluted loss per share attributable to holders of LiLAC Shares because theirinclusion would have been anti-dilutive to the computation or, in the case of certainII-116LIBERTY GLOBAL PLCNotes to Consolidated Financial Statements — (Continued)December 31, 2016, 2015 and 2014PSUs and PGUs, because such awards had not yet met the applicable performance criteria: (i) the aggregate number of shares issuable pursuant to outstandingoptions, SARs, PSARs and RSUs of approximately 7.5 million and (ii) the aggregate number of shares issuable pursuant to outstanding PSUs and PGUs ofapproximately 1.1 million.The details of the calculation of EPS with respect to LiLAC Shares for the period from July 1, 2015 through December 31, 2015 are set forth in thefollowing 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)43,915,757Incremental shares attributable to the assumed exercise of outstanding options, SARs and PSARs and the release of share unitsupon vesting (treasury stock method)319,518Weighted average ordinary shares (diluted EPS computation)44,235,275Old Liberty Global SharesWe reported losses from continuing operations attributable to holders of Old Liberty Global Shares for the period from January 1, 2015 through June 30,2015 and the year ended December 31, 2014. Therefore, the potentially dilutive effect at June 30, 2015 and December 31, 2014 of the following items wasnot included in the computation of diluted loss per share attributable to holders of Old Liberty Global Shares because their inclusion would have been anti-dilutive to the computation or, in the case of certain PSUs and PGUs, because such awards had not yet met the applicable performance criteria: (i) theaggregate number of shares issuable pursuant to outstanding options, SARs, PSARs and outstanding RSUs of approximately 42.1 million and 39.1 million,respectively, (ii) the aggregate number of shares issuable pursuant to PSUs and PGUs of approximately 5.3 million and 5.4 million, respectively, and (iii) theaggregate number of shares issuable pursuant to obligations that may be settled in cash or shares of approximately 2.6 million for each of the respective dates.(4) AcquisitionsPending AcquisitionsSFR BeLux. On December 22, 2016, a subsidiary of Telenet entered into a definitive agreement to acquire Coditel Brabant sprl, operating under the SFRbrand (SFR BeLux), for €400.0 million ($421.9 million) on a cash and debt free basis. SFR BeLux provides cable services to households and businesses inBrussels, Wallonia and Luxembourg and offers mobile services in Belgium through a mobile virtual network operator (MVNO) agreement with BASE, asdefined and described below. Telenet intends to finance the acquisition of SFR BeLux through a combination of existing cash and cash equivalents andavailable liquidity under its revolving credit facilities. The transaction is subject to customary closing conditions, including approval from the relevantcompetition authorities, and is expected to close during the second half of 2017.Multimedia. On October 18, 2016, our subsidiary UPC Polska SP Z.o.o. entered into a definitive agreement to acquire the cable business of MultimediaPolska S.A. (Multimedia), the third-largest cable operator in Poland, for cash consideration of PLN 3.0 billion ($718.2 million), which is equal to theenterprise value assigned to Multimedia for purposes of this transaction. We intend to finance the acquisition of Multimedia with existing liquidity. The finalpurchase price is subject to potential downward adjustments for the operational and financial performance of Multimedia prior to closing. The transaction issubject to customary closing conditions, including regulatory approval, and is expected to close in late 2017 or early 2018.2016 AcquisitionsCWC. On May 16, 2016, we acquired CWC for shares of Liberty Global (the CWC Acquisition). Under the terms of the transaction, CWC shareholdersreceived 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 and8,939,316 Class C LiLAC Shares. Further, immediately prior to the acquisition, CWC declared a special cash dividend (the Special Dividend) to itsshareholders in the amount of £0.03 ($0.04 at the transaction date) per CWC share. The Special Dividend was paid to CWC shareholders promptly followingthe closing and the payment,II-117LIBERTY GLOBAL PLCNotes to Consolidated Financial Statements — (Continued)December 31, 2016, 2015 and 2014together with fees and expenses related to the acquisition, was funded with CWC liquidity, including incremental debt borrowings, and LiLAC Groupcorporate liquidity. We acquired CWC in order to achieve certain financial, operational and strategic benefits through the integration of CWC with ourexisting operations in the LiLAC Group.The CWC Acquisition triggered regulatory approval requirements in certain jurisdictions in which CWC operates. The regulatory authorities in certainof these jurisdictions, including the Bahamas, Jamaica, Trinidad and Tobago, the Seychelles and the Cayman Islands, have not completed their review of theCWC Acquisition or granted their approval. While we expect to receive all outstanding approvals, such approvals may include binding conditions orrequirements that could have an adverse impact on CWC’s operations and financial condition.For accounting purposes, the CWC Acquisition was treated as the acquisition of CWC by Liberty Global. In this regard, the equity and cashconsideration paid to acquire CWC is set forth below (in millions):Class A Liberty Global Shares (a)$1,167.2Class C Liberty Global Shares (a)2,803.5Class A LiLAC Shares (a)144.1Class C LiLAC Shares (a)375.3Special Dividend (b)193.8 Total$4,683.9_______________(a)Represents the fair value of the 31,607,008 Class A Liberty Global Shares, 77,379,774 Class C Liberty Global Shares, 3,648,513 Class A LiLAC Sharesand 8,939,316 Class C LiLAC Shares issued to CWC shareholders in connection with the CWC Acquisition. These amounts are based on the marketprice per share at closing on May 16, 2016 of $36.93, $36.23, $39.50 and $41.98, respectively.(b)Represents the Special Dividend of £0.03 ($0.04 at the transaction date) per CWC share paid pursuant to the scheme of arrangement based on4,433,222,313 outstanding shares of CWC on May 16, 2016.II-118LIBERTY GLOBAL PLCNotes to Consolidated Financial Statements — (Continued)December 31, 2016, 2015 and 2014We have accounted for the CWC Acquisition using the acquisition method of accounting, whereby the total purchase price was allocated to the acquiredidentifiable net assets of CWC based on assessments of their respective fair values, and the excess of the purchase price over the fair values of theseidentifiable net assets was allocated to goodwill. The preliminary opening balance sheet is subject to adjustment based on our final assessment of the fairvalues of the acquired identifiable assets and liabilities. Although most items in the valuation process remain open, the items with the highest likelihood ofchanging upon finalization of the valuation process include property and equipment, goodwill, customer relationships, trademarks, noncontrolling interestsand income taxes. A summary of the purchase price and the preliminary opening balance sheet of CWC at the May 16, 2016 acquisition date is presented inthe following table (in millions):Cash and cash equivalents$210.8Other current assets583.2Property and equipment, net2,908.1Goodwill (a)5,544.3Intangible assets subject to amortization, net (b)1,266.0Other assets, net579.2Current portion of debt and capital lease obligations(94.2)Other accrued and current liabilities(750.1)Long-term debt and capital lease obligations(3,308.0)Other long-term liabilities(803.6)Noncontrolling interests (c)(1,451.8)Total purchase price (d)$4,683.9_______________(a)The goodwill recognized in connection with the CWC Acquisition is primarily attributable to (i) the ability to take advantage of CWC’s existingterrestrial and sub-sea networks to gain immediate access to potential customers and (ii) synergies that are expected to be achieved through theintegration of CWC with other operations in the LiLAC Group.(b)Amount primarily includes intangible assets related to customer relationships. At May 16, 2016, the preliminary assessment of the weighted averageuseful life of CWC’s intangible assets was approximately eight years.(c)Represents the estimated aggregate fair value of the noncontrolling interests in CWC’s subsidiaries as of May 16, 2016.(d)Excludes direct acquisition costs of $132.0 million, including $118.5 million incurred during 2016, which are included in impairment, restructuringand other operating items, net, in our consolidated statements of operations.Following completion of the CWC Acquisition, we attributed CWC to the LiLAC Group, with the Liberty Global Group being granted an inter-groupinterest 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 purchaseconsideration. On July 1, 2016, we distributed (as a bonus issue) 117,430,965 LiLAC Shares to Liberty Global Group shareholders on a pro-rata basis (theLiLAC Distribution), thereby eliminating the Liberty Global Group's inter-group interest in the LiLAC Group. The LiLAC Distribution was accounted forprospectively effective July 1, 2016.BASE. On February 11, 2016, Telenet acquired Telenet Group BVBA, formerly known as BASE Company NV (BASE), for a cash purchase price of€1,318.9 million ($1,494.3 million at the transaction date) (the BASE Acquisition). BASE is the third-largest mobile network operator in Belgium. We expectthat the BASE Acquisition will provide Telenet with cost-effective long-term mobile access to effectively compete for future growth opportunities in theBelgium mobile market. The BASE Acquisition was funded through a combination of €1.0 billion ($1.1 billion at the transaction date) of new debt facilitiesand existing liquidity of Telenet. The acquisition was approved by the European Commission subject to Telenet’s agreement to divest both the JIM Mobileprepaid customer base and BASE’s 50% stake in Viking Co NV (Viking) to MEDIALAAN NV. In February 2016, Telenet completed the sale of its stake inViking. The divestiture of the JIM Mobile prepaid customer base is expected to occur during the third quarter of 2017.II-119LIBERTY GLOBAL PLCNotes to Consolidated Financial Statements — (Continued)December 31, 2016, 2015 and 2014We have accounted for the BASE Acquisition using the acquisition method of accounting, whereby the total purchase price was allocated to theacquired 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 theseidentifiable net assets was allocated to goodwill. A summary of the purchase price and the opening balance sheet of BASE at the February 11, 2016acquisition 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$160.1Other current assets148.3Property and equipment, net811.4Goodwill (a)330.7Intangible assets subject to amortization, net: Mobile spectrum (b)261.0Customer relationships (c)115.0Trademarks (d)40.7Other assets, net10.5Other accrued and current liabilities(290.0)Other long-term liabilities(93.4)Total purchase price (e)$1,494.3_______________(a)The goodwill recognized in connection with the BASE Acquisition is primarily attributable to (i) the ability to take advantage of BASE’s existingmobile network to gain immediate access to potential customers and (ii) synergies that are expected to be achieved through the integration of BASEwith Telenet.(b)As of February 11, 2016, the weighted average useful life of BASE’s mobile spectrum was approximately 11 years.(c)As of February 11, 2016, the weighted average useful life of BASE’s customer relationships was approximately seven years.(d)As of February 11, 2016, the weighted average useful life of BASE’s trademarks was approximately 20 years.(e)Excludes direct acquisition costs of $17.1 million, including $7.1 million incurred during 2016, which are included in impairment, restructuring andother operating items, net, in our consolidated statements of operations.2015 AcquisitionOn June 3, 2015, pursuant to a stock purchase agreement with the parent of Puerto Rico Cable Acquisition Company Inc., dba Choice Cable TV (Choice)and following regulatory approval, one of our subsidiaries, together with investment funds affiliated with Searchlight Capital Partners, L.P. (collectively,Searchlight), acquired 100% of Choice (the Choice Acquisition). Choice is a cable and broadband services provider in Puerto Rico. We acquired Choice inorder to achieve certain financial, operational and strategic benefits through the integration of Choice with Liberty Puerto Rico. The combined business is60.0%-owned by our company and 40.0%-owned by Searchlight.The purchase price for Choice of $276.4 million was funded through (i) Liberty Puerto Rico’s incremental debt borrowings, net of discount and fees, of$259.1 million, (ii) cash of $10.5 million and (iii) an equity contribution from Searchlight of $6.8 million.II-120LIBERTY GLOBAL PLCNotes to Consolidated Financial Statements — (Continued)December 31, 2016, 2015 and 2014We have accounted for the Choice Acquisition using the acquisition method of accounting, whereby the total purchase price was allocated to theacquired identifiable net assets of Choice based on assessments of their respective fair values, and the excess of the purchase price over the fair values of theseidentifiable net assets was allocated to goodwill. A summary of the purchase price and opening balance sheet of Choice at the June 3, 2015 acquisition dateis presented in the following table. The opening balance sheet presented below reflects our final purchase price allocation (in millions):Cash and cash equivalents$3.6Other current assets7.8Property and equipment, net79.8Goodwill (a)51.6Intangible assets subject to amortization, net (b)59.1Cable television franchise rights147.8Other assets, net0.3Other accrued and current liabilities(13.2)Non-current deferred tax liabilities(60.4)Total purchase price (c)$276.4_______________(a)The goodwill recognized in connection with the Choice Acquisition is primarily attributable to (i) the ability to take advantage of Choice’s existingadvanced broadband communications network to gain immediate access to potential customers and (ii) synergies that are expected to be achievedthrough the integration of Choice with Liberty Puerto Rico.(b)Amount primarily includes intangible assets related to customer relationships. As of June 3, 2015, the weighted average useful life of Choice’sintangible assets was approximately ten years.(c)Excludes direct acquisition costs of $8.5 million incurred through December 31, 2015, which are included in impairment, restructuring and otheroperating items, net, in our consolidated statements of operations.2014 AcquisitionOn November 11, 2014 (the Ziggo Acquisition Date), pursuant to a merger protocol (the Ziggo Merger Protocol) with respect to an offer to acquire allof the shares of Ziggo Holding B.V. (Ziggo) that we did not already own (the Ziggo Offer), we gained control of Ziggo through the acquisition of136,603,794 additional Ziggo shares, which increased our ownership interest in Ziggo to 88.9% (the Ziggo Acquisition). From November 12, 2014 throughNovember 19, 2014, we acquired 18,998,057 additional Ziggo shares, further increasing our ownership interest in Ziggo to 98.4% (the Ziggo NCIAcquisition). Ziggo is a provider of video, broadband internet, fixed-line telephony and mobile services in the Netherlands. We acquired Ziggo in order toachieve certain financial, operational and strategic benefits through the integration of Ziggo with with our then-existing operations in the Netherlands andour other European operations.On December 31, 2016, our operations in the Netherlands were contributed to the Dutch JV, as defined and described in note 5.Pursuant to the Ziggo Merger Protocol, Ziggo shareholders who tendered their Ziggo shares received an offer price of (i) 0.2282 Class A Old LibertyGlobal Shares, (ii) 0.5630 Class C Old Liberty Global Shares and (iii) €11.00 ($13.71 at the applicable rates) in cash for each Ziggo share that they tendered.In connection with the completion of the Ziggo Acquisition and the Ziggo NCI Acquisition, we (a) issued an aggregate of 35,508,342 Class A and87,603,842 Class C Old Liberty Global Shares and (b) paid aggregate cash consideration of €1,711.6 million ($2,133.6 million at the applicable rates) toholders of Ziggo ordinary shares.On December 3, 2014, we initiated a statutory squeeze-out procedure in accordance with the Dutch Civil Code (the Statutory Squeeze-out) in order toacquire the remaining 3,162,605 Ziggo shares not tendered through November 19, 2014. Under the Statutory Squeeze-out, which was completed during thesecond quarter of 2015, Ziggo shareholders other than Liberty Global received cash consideration of €39.78 ($44.91 at the applicable rates) per share, plusinterest, for an aggregate of €125.9 million ($142.2 million at the applicable rates). This amount was approved in April 2015 by the Enterprise Court in theNetherlands.II-121LIBERTY GLOBAL PLCNotes to Consolidated Financial Statements — (Continued)December 31, 2016, 2015 and 2014For accounting purposes, (i) the Ziggo Acquisition was treated as the acquisition of Ziggo by Liberty Global and (ii) the Ziggo NCI Acquisition and theStatutory Squeeze-out were treated as the acquisitions of a noncontrolling interest.In July 2015, the Dutch incumbent telecommunications operator filed an appeal against the European Commission regarding its decision to approve theZiggo Acquisition. We are not a party to the appeal and we do not expect that the filing of this appeal will have any impact on the ongoing integration anddevelopment of our operations in the Netherlands.For accounting purposes, the Ziggo Acquisition was treated as the acquisition of Ziggo by Liberty Global. In this regard, the equity and cashconsideration paid to acquire Ziggo plus the fair value of our pre-existing investment in Ziggo on the Ziggo Acquisition Date is set forth below (in millions):Class A Old Liberty Global Shares (a)$1,448.7Class C Old Liberty Global Shares (a)3,457.1Cash (b)1,872.9Fair value of pre-existing investment in Ziggo (c)2,015.4 Total$8,794.1_______________(a)Represents the value assigned to the 31,172,985 Class A and 76,907,936 Class C Old Liberty Global Shares issued to Ziggo shareholders inconnection with the Ziggo Acquisition through the Ziggo Acquisition Date. These amounts are based on (i) the exchange ratios specified by the ZiggoMerger Protocol, (ii) the applicable closing per share prices of Class A and Class C Old Liberty Global Shares and (iii) 136,603,794 ordinary shares ofZiggo tendered in the Ziggo Offer through the Ziggo Acquisition Date.(b)Represents the cash consideration paid in connection with the Ziggo Acquisition.(c)Represents the fair value of the 41,329,850 shares of Ziggo held by Liberty Global and its subsidiaries immediately prior to the Ziggo Acquisition.We have accounted for the Ziggo Acquisition using the acquisition method of accounting, whereby the total purchase price was allocated to theacquired identifiable net assets of Ziggo based on assessments of their respective fair values, and the excess of the purchase price over the fair values of theseidentifiable net assets was allocated to goodwill. A summary of the purchase price and the opening balance sheet for the Ziggo Acquisition as of the ZiggoAcquisition Date is presented in the following table. The opening balance sheet presented below reflects our final purchase price allocation (in millions):Cash and cash equivalents (a)$1,889.7Other current assets69.7Property and equipment, net2,714.9Goodwill (b)7,866.5Intangible assets subject to amortization, net (c)4,857.0Other assets, net382.8Current portion of debt and capital lease obligations(604.0)Other accrued and current liabilities(461.8)Long-term debt and capital lease obligations(5,351.5)Other long-term liabilities(1,488.6)Noncontrolling interest (d)(1,080.6)Total purchase price (e)$8,794.1_______________(a)The Ziggo Acquisition resulted in $16.8 million of net cash acquired after deducting the cash consideration paid.II-122LIBERTY GLOBAL PLCNotes to Consolidated Financial Statements — (Continued)December 31, 2016, 2015 and 2014(b)The goodwill recognized in connection with the Ziggo Acquisition was primarily attributable to (i) the ability to take advantage of Ziggo’s existingadvanced broadband communications network to gain immediate access to potential customers and (ii) synergies that were expected to be achievedthrough the integration of Ziggo with our then-existing operations in the Netherlands and our other European operations.(c)Amount primarily includes intangible assets related to customer relationships. As of the Ziggo Acquisition Date, the weighted average useful life ofZiggo’s intangible assets was approximately ten years.(d)Represents the fair value of the noncontrolling interest in Ziggo as of the Ziggo Acquisition Date.(e)Excludes direct acquisition costs of $84.1 million incurred through December 31, 2014, which are included in impairment, restructuring and otheroperating items, net, in our consolidated statement of operations.We have accounted for the Ziggo NCI Acquisition as an equity transaction, with the carrying amount of the noncontrolling interest adjusted to reflectthe change in ownership of Ziggo. The difference between the fair value of consideration paid and the amount by which the noncontrolling interest wasadjusted has been recognized as additional paid-in capital in our consolidated statement of equity. The impact of the Ziggo NCI Acquisition is summarizedin the following table (in millions):Reduction of noncontrolling interests$927.2Additional paid-in capital23.5Fair value of consideration paid (a)$950.7_______________(a)Represents (i) the value assigned to the 4,335,357 Class A and 10,695,906 Class C Old Liberty Global Shares issued to Ziggo shareholders and (ii)cash consideration of €209.0 million ($260.7 million at the applicable rates) paid to Ziggo shareholders, based on the 18,998,057 ordinary shares ofZiggo tendered in connection with the Ziggo NCI Acquisition.The cash consideration paid in the Ziggo Acquisition and the Ziggo NCI Acquisition was funded with a combination of debt and our existing liquidity.Pro Forma InformationIn pro forma tables presented below, we present the revenue that is attributed to the Liberty Global Group and the LiLAC Group as if such revenue hadbeen attributed to each group at the beginning of each period presented. However, our presentation of net earnings or loss and basic and diluted earnings orloss per share attributed to (i) Liberty Global Shares, (ii) LiLAC Shares and (iii) Old Liberty Global Shares only includes the results of operations for theperiods during which these shares were outstanding. Accordingly, (a) our net earnings or loss attributed to Liberty Global Shares and LiLAC Shares relates toperiods subsequent to July 1, 2015 and (b) our net loss attributed to Old Liberty Global Shares relates to periods prior to July 1, 2015.II-123LIBERTY GLOBAL PLCNotes to Consolidated Financial Statements — (Continued)December 31, 2016, 2015 and 2014The following unaudited pro forma consolidated operating results give effect to (i) the CWC Acquisition, (ii) the BASE Acquisition and (iii) the ChoiceAcquisition, as if they had been completed as of January 1, 2015. These pro forma amounts are not necessarily indicative of the operating results that wouldhave occurred if these transactions had occurred on such date. The pro forma adjustments are based on certain assumptions that we believe are reasonable. Year ended December 31, 2016 2015 in millions, except pershare amountsRevenue: Liberty Global Group$17,359.4 $17,743.0LiLAC Group3,621.2 3,642.7Total$20,980.6 $21,385.7 Net earnings (loss) attributable to Liberty Global shareholders: Liberty Global Shares$1,937.6 $(127.7)LiLAC Shares53.6 (89.1)Old Liberty Global Shares— (1,230.6)Total$1,991.2 $(1,447.4) Basic and diluted earnings (loss) attributable to Liberty Global shareholders per share: Liberty Global Shares Basic$2.08 $(0.13)Diluted$2.06 $(0.13)LiLAC Shares Basic and diluted$0.46 $(1.57)Old Liberty Global Shares Basic and diluted $(1.24)Our consolidated statement of operations for 2016 includes revenue and net loss of (i) $1,443.6 million and $30.4 million, respectively, attributable toCWC and (ii) $597.1 million and $2.1 million, respectively, attributable to BASE.II-124LIBERTY GLOBAL PLCNotes to Consolidated Financial Statements — (Continued)December 31, 2016, 2015 and 2014The following unaudited pro forma consolidated operating results give effect to (i) the acquisition of 100% of Ziggo and (ii) the Choice Acquisition, asif they had been completed as of January 1, 2014. These pro forma amounts are not necessarily indicative of the operating results that would have occurred ifthese transactions had occurred on such date. The pro forma adjustments are based on certain assumptions that we believe are reasonable. Year ended December 31, 2015 2014 in millions, except pershare amountsRevenue: Liberty Global Group: Continuing operations$17,062.7 $18,890.1Discontinued operation— 26.6Total Liberty Global Group17,062.7 18,916.7LiLAC Group1,254.4 1,291.9Total$18,317.1 $20,208.6 Net earnings (loss) attributable to Liberty Global shareholders: Liberty Global Shares$(167.5) $—LiLAC Shares17.2 —Old Liberty Global Shares(1,000.4) (1,181.0)Total$(1,150.7) $(1,181.0) Basic and diluted earnings (loss) attributable to Liberty Global shareholders per share: Liberty Global Shares$(0.19) LiLAC Shares$0.39 Old Liberty Global Shares$(1.13) $(1.30)Our consolidated statement of operations for 2015 includes revenue and net earnings of $52.1 million and $4.6 million, respectively, attributable toChoice. Our consolidated statement of operations for 2014 includes revenue and net loss of $272.0 million and $98.7 million, respectively, attributable toZiggo.(5) Dutch JV Transaction and Discontinued OperationDutch JV TransactionOn December 31, 2016, pursuant to a Contribution and Transfer Agreement with Vodafone Group plc (Vodafone) and one of its wholly-ownedsubsidiaries, we and Liberty Global Europe Holding B.V., our wholly-owned subsidiary, contributed Ziggo Group Holding and its subsidiaries (includingLiberty Global Netherlands Content B.V., referred to herein as “Ziggo Sport”) to VodafoneZiggo Group Holding B.V., a newly-formed 50:50 joint venture(referred to herein as the “Dutch JV”). Ziggo Sport, which became a subsidiary of Ziggo Group Holding during the fourth quarter of 2016, operates premiumsports channels in the Netherlands. The Dutch JV combined Ziggo Group Holding with Vodafone’s mobile businesses in the Netherlands (Vodafone NL) tocreate a national unified communications provider in the Netherlands with complementary strengths across video, broadband, mobile and B2B services (theDutch JV Transaction). As a result of the Dutch JV Transaction, effective December 31, 2016 we no longer consolidate Ziggo Group Holding. For additionalinformation regarding our investment in the Dutch JV, see note 6.On January 4, 2017, in connection with the completion of the Dutch JV Transaction, our company received cash of €2.2 billion ($2.3 billion at thetransaction 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 financingarrangements entered into by certain subsidiaries of Ziggo Group Holding during the third quarter of 2016, which proceeds were held in escrow throughDecember 31, 2016, and (ii) an equalization payment fromII-125LIBERTY GLOBAL PLCNotes to Consolidated Financial Statements — (Continued)December 31, 2016, 2015 and 2014Vodafone of €802.9 million ($840.8 million at the transaction date) that is subject to post-closing adjustments. Our right to receive this cash is reflected inour December 31, 2016 consolidated balance sheet as a current receivable from the Dutch JV.In connection with the Dutch JV Transaction, we recognized a pre-tax gain of $520.8 million, net of the recognition of a cumulative foreign currencytranslation loss of $714.5 million. This gain, which was calculated by deducting the carrying value of Ziggo Group Holding (including the related foreigncurrency translation loss) from the sum of (i) the fair value assigned to our 50% interest in the Dutch JV and (ii) the cash received pursuant to the equalizationpayment, includes $260.4 million related to the remeasurement of our retained investment in Ziggo Group Holding. For information regarding our approachto the valuation of our interest in the Dutch JV, see note 8.Our consolidated statements of operations include aggregate earnings (loss) before income taxes attributable to Ziggo Group Holding and Ziggo Sport of($276.4 million), ($534.5 million) and $270.2 million during 2016, 2015 and 2014, respectively. The December 31, 2016 carrying amounts of the majorclasses of assets and liabilities associated with Ziggo Group Holding, which was contributed into the Dutch JV, are summarized below (in millions):Assets: Cash and cash equivalents$6.1Current restricted cash3,144.0Current assets other than cash259.0Property and equipment, net3,201.2Goodwill7,637.2Intangible assets subject to amortization, net3,406.7Other assets, net578.8Total assets$18,233.0 Liabilities: Current portion of debt and capital lease obligations$290.3Other accrued and current liabilities2,396.4Long-term debt and capital lease obligations11,812.8Other long-term liabilities991.7Total liabilities$15,491.2Discontinued OperationOn January 31, 2014, we completed the sale of the Chellomedia Disposal Group to AMC Networks Inc. for €750.0 million ($1,013.1 million at theapplicable rate) in cash. Accordingly, the Chellomedia Disposal Group is reflected as a discontinued operation in our consolidated statements of operationsand cash flows for 2014. The assets disposed of pursuant to the Chellomedia Transaction exclude Chellomedia’s premium sports and film channels in theNetherlands. In connection with the sale of the Chellomedia Disposal Group, we recognized a pre-tax gain of $342.2 million. This pre-tax gain is net of a$64.0 million cumulative foreign currency translation loss, which was reclassified to net loss from accumulated other comprehensive earnings. The associatedincome tax expense of $9.5 million differs from the amount computed by applying the U.K. statutory income tax rate in effect at the time of 21.5% primarilydue to the fact that (i) the transaction was not subject to taxation in the U.K. and (ii) most elements of the transaction were not subject to taxation in theNetherlands or the U.S. The net after-tax gain of $332.7 million is included in gain on disposal of discontinued operation, net of taxes, in our consolidatedstatement of operations.Certain of our broadband communications operations will continue to receive programming services from the Chellomedia Disposal Group throughcontracts that were negotiated as part of the disposal. As such, Liberty Global will have continuing cash outflows associated with the Chellomedia DisposalGroup through at least 2017. However, our involvement as an ongoing customer of the Chellomedia Disposal Group does not disqualify discontinuedoperations classification because (i) the ongoing cash outflows are not considered significant to the Chellomedia Disposal Group and (ii) Liberty Global doesnot possess any rights within the ongoing contractual arrangements that would allow us to exert influence over the Chellomedia Disposal Group.II-126LIBERTY GLOBAL PLCNotes to Consolidated Financial Statements — (Continued)December 31, 2016, 2015 and 2014The operating results of the Chellomedia Disposal Group are classified as a discontinued operation in our consolidated statement of operations and aresummarized in the following table: Year endedDecember 31, 2014 (a)(b) in millions Revenue$26.6Operating income$0.6Earnings before income taxes and noncontrolling interests$0.9Income tax expense$(0.1)Earnings from discontinued operation attributable to Liberty Global shareholders, net of taxes$0.8_______________(a)Includes the operating results of the Chellomedia Disposal Group through January 31, 2014, the date the Chellomedia Disposal Group was sold.(b)Excludes the Chellomedia Disposal Group’s intercompany revenue and expenses that are eliminated within Liberty Global’s consolidated financialstatements.(6) InvestmentsThe details of our investments are set forth below: December 31,Accounting Method 2016 2015 in millionsEquity: Dutch JV (a)$4,186.6 $—Other142.7 247.4Total — equity4,329.3 247.4Fair value: ITV — subject to re-use rights1,015.4 1,624.1Sumitomo538.4 471.1ITI Neovision129.3 120.0Lionsgate128.6 162.0Other245.5 214.6Total — fair value2,057.2 2,591.8Cost97.2 0.4Total$6,483.7 $2,839.6_______________(a)The 2016 amount includes a $1,054.7 million related-party loan from a subsidiary of Liberty Global to a subsidiary of the Dutch JV (the Dutch JVLoan Receivable). The Dutch JV Loan Receivable bears interest at 5.55% and matures on January 16, 2027.II-127LIBERTY GLOBAL PLCNotes to Consolidated Financial Statements — (Continued)December 31, 2016, 2015 and 2014Equity Method InvestmentsDutch JV. On December 31, 2016, we completed the Dutch JV Transaction. Each of Liberty Global and Vodafone (each a “Shareholder”) holds 50% ofthe issued share capital of the Dutch JV. The Shareholders intend for the Dutch JV to be funded solely from its net cash flow from operations and third-partyfinancing. We account for our 50% interest in the Dutch JV, which has been attributed to the Liberty Global Group, as an equity method investment. Weconsider the Dutch JV to be a related party. For additional information regarding the formation of the Dutch JV, see note 5.In connection with the formation of the Dutch JV, the Shareholders entered into a shareholders agreement (the Shareholders Agreement). TheShareholders Agreement contains customary provisions for the governance of a 50:50 joint venture that result in Liberty Global and Vodafone having jointcontrol over decision making with respect to the Dutch JV.The Shareholders Agreement also provides (i) for a dividend policy that requires the Dutch JV to distribute all unrestricted cash to the Shareholders everytwo months (subject to the Dutch JV maintaining a minimum amount of cash and complying with the terms of its financing arrangements) and (ii) that theDutch 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 theDutch JV undertaking periodic recapitalizations and/or refinancings accordingly.Each Shareholder has the right to initiate an initial public offering (IPO) of the Dutch JV after the third anniversary of the closing, with the opportunityfor the other Shareholder to sell shares in the IPO on a pro rata basis. Subject to certain exceptions, the Shareholders Agreement prohibits transfers of interestsin the Dutch JV to third parties until the fourth anniversary of the closing. After the fourth anniversary, each Shareholder will be able to initiate a sale of all ofits interest in the Dutch JV to a third party and, under certain circumstances, initiate a sale of the entire Dutch JV; subject, in each case, to a right of first offerin favor of the other Shareholder.Pursuant to an agreement entered into in connection with the closing of the Dutch JV (the Framework Agreement), Liberty Global will provide certainservices to the Dutch JV on a transitional or ongoing basis (collectively, the Dutch JV Services). Pursuant to the terms of the Framework Agreement, theongoing services will be provided for a period of four to six years depending on the type of service, while transitional services will be provided for a period ofnot less than 12 months after which both parties shall be entitled to terminate based on specified notice periods. The Dutch JV Services provided by LibertyGlobal will consist primarily of (i) technology and other services and (ii) capital-related expenditures for assets that will be used by or will otherwise benefitthe Dutch JV. Liberty Global will charge both fixed and variable fees to the Dutch JV for the Dutch JV Services it provides during the term of the FrameworkAgreement, including estimated total fees of approximately €120 million ($127 million) during 2017 and minimum fees of approximately €100 million($105 million) and €75 million ($79 million) during 2018 and 2019, respectively. The estimated fees for the Dutch JV Services during 2017 includeapproximately €23 million ($24 million) of costs that were related to goods and services that were centrally purchased by a Liberty Global corporatesubsidiary and passed through to our Netherlands segment, which in turn reported these costs as operating expenses in 2016. Beginning in 2017, these costswill remain in Liberty Global's operating expenses and will therefore offset a portion of the fees for the Dutch JV Services. The charges for the Dutch JVServices will be included in revenue in our consolidated statement of operations.The summarized financial condition of the Dutch JV as of December 31, 2016 is set forth below (in millions):Current assets$3,589.8Long-term assets20,751.0Total assets$24,340.8 Current liabilities (a)$4,360.0Long-term liabilities14,041.8Owners’ equity5,939.0Total liabilities and owners’ equity$24,340.8_______________(a)Amount includes a $21.0 million payable to Liberty Global for services provided to Ziggo Group Holding through December 31, 2016. We haveincluded the corresponding receivable amount in other current assets in our consolidated balance sheet.II-128LIBERTY GLOBAL PLCNotes to Consolidated Financial Statements — (Continued)December 31, 2016, 2015 and 2014Fair Value InvestmentsITV. At December 31, 2016, we owned 398,515,510 shares of ITV plc (ITV), a commercial broadcaster in the U.K. Our ITV shares represented less than10.0% of the total outstanding shares of ITV as of June 30, 2016, the most current publicly-available information. The aggregate purchase price paid toacquire our investment in ITV was financed through borrowings under secured borrowing agreements (the ITV Collar Loan). All of the ITV shares we holdare 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 theright to re-use all of the pledged ITV shares. For additional information regarding the ITV Collar, see note 7.Sumitomo. At December 31, 2016 and 2015, we owned 45,652,043 shares of Sumitomo Corporation (Sumitomo) common stock. Our Sumitomo sharesrepresented less than 5% of Sumitomo’s outstanding common stock at September 30, 2016, the most current publicly-available information. These sharessecure the Sumitomo Collar Loan and the Sumitomo Share Loan, each as defined and described in note 7.ITI Neovision. At December 31, 2016 and 2015, we owned a 17.0% interest in ITI Neovision S.A. (ITI Neovision), a privately-held direct-to-home (DTH)operator in Poland.Lionsgate. On November 12, 2015, we acquired an aggregate of 5.0 million shares of Lions Gate Entertainment Corp. (Lionsgate) common stock, at aprice 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 $70.9 million of cash received pursuant to a variable prepaid forward transaction with respect to 2.5 million Lionsgate shares (the LionsgateForward). The Lionsgate Forward has economic characteristics similar to a collar plus a loan that is collateralized by a pledge of the aforementioned 2.5million shares (the Lionsgate Loan). Under the terms of the Lionsgate Forward, the counterparty does not have the right to re-use the pledged Lionsgateshares without permission from Liberty Global. On December 8, 2016, Lionsgate acquired Starz, LLC in a cash and stock transaction. Under the terms of thetransaction, the existing share capital of Lionsgate was restructured such that each share of previously-existing Lionsgate common stock was converted into0.5 newly-issued voting shares and 0.5 newly-issued non-voting shares. As a result, our original 5.0 million shares of Lionsgate were converted into 2.5million shares of Lionsgate voting stock and 2.5 million shares of Lionsgate non-voting stock. The terms of the Lionsgate Forward were also amended toinclude both classes of shares. Our Lionsgate shares represented less than 5% of the total outstanding shares of Lionsgate as of November 1, 2016, the mostcurrent publicly available information. For additional information regarding the Lionsgate Forward, see note 7.(7) Derivative InstrumentsIn general, we seek to enter into derivative instruments to protect against (i) increases in the interest rates on our variable-rate debt, (ii) foreign currencymovements, particularly with respect to borrowings that are denominated in a currency other than the functional currency of the borrowing entity and (iii)decreases in the market prices of certain publicly traded securities that we own. In this regard, through our subsidiaries, we have entered into variousderivative instruments to manage interest rate exposure and foreign currency exposure with respect to the U.S. dollar ($), the euro (€), the British poundsterling (£), the Swiss franc (CHF), the Chilean peso (CLP), the Czech koruna (CZK), the Hungarian forint (HUF), Indian rupee (INR), the Jamaican dollar(JMD), the Philippine peso (PHP), the the Polish zloty (PLN) and the Romanian lei (RON).II-129LIBERTY GLOBAL PLCNotes to Consolidated Financial Statements — (Continued)December 31, 2016, 2015 and 2014The following table provides details of the fair values of our derivative instrument assets and liabilities: December 31, 2016 December 31, 2015 Current (a) Long-term (a) Total Current (a) Long-term (a) Total in millionsAssets: Cross-currency and interest rate derivativecontracts: Liberty Global Group$337.5 $2,123.1 $2,460.6 $263.6 $1,518.5 $1,782.1LiLAC Group6.9 139.0 145.9 11.8 291.7 303.5Total cross-currency and interest ratederivative contracts (b)344.4 2,262.1 2,606.5 275.4 1,810.2 2,085.6Equity-related derivative instruments -Liberty Global Group (c)37.1 486.9 524.0 135.5 273.0 408.5Foreign currency forward and optioncontracts: Liberty Global Group30.7 14.1 44.8 6.2 — 6.2LiLAC Group0.3 — 0.3 4.2 — 4.2Total foreign currency forward andoption contracts31.0 14.1 45.1 10.4 — 10.4Other - Liberty Global Group0.2 0.3 0.5 0.6 1.0 1.6Total assets: Liberty Global Group405.5 2,624.4 3,029.9 405.9 1,792.5 2,198.4LiLAC Group7.2 139.0 146.2 16.0 291.7 307.7Total$412.7 $2,763.4 $3,176.1 $421.9 $2,084.2 $2,506.1 Liabilities: Cross-currency and interest rate derivativecontracts: Liberty Global Group$239.1 $999.6 $1,238.7 $304.9 $1,194.7 $1,499.6LiLAC Group24.6 28.9 53.5 — 13.8 13.8Total cross-currency and interest ratederivative contracts (b)263.7 1,028.5 1,292.2 304.9 1,208.5 1,513.4Equity-related derivative instruments -Liberty Global Group (c)8.6 — 8.6 34.7 39.7 74.4Foreign currency forward contracts: Liberty Global Group4.7 0.1 4.8 1.1 — 1.1LiLAC Group4.2 — 4.2 — — —Total foreign currency forward andoption contracts8.9 0.1 9.0 1.1 — 1.1Other - Liberty Global Group— 0.1 0.1 5.6 0.1 5.7Total liabilities: Liberty Global Group252.4 999.8 1,252.2 346.3 1,234.5 1,580.8LiLAC Group28.8 28.9 57.7 — 13.8 13.8Total$281.2 $1,028.7 $1,309.9 $346.3 $1,248.3 $1,594.6II-130LIBERTY GLOBAL PLCNotes to Consolidated Financial Statements — (Continued)December 31, 2016, 2015 and 2014_______________ (a)Our current derivative liabilities, long-term derivative assets and long-term derivative liabilities are included in other current and accrued liabilities,other assets, net, and other long-term liabilities, respectively, in our consolidated balance sheets.(b)We consider credit risk in our fair value assessments. As of December 31, 2016 and 2015, (i) the fair values of our cross-currency and interest ratederivative contracts that represented assets have been reduced by credit risk valuation adjustments aggregating $93.1 million and $64.0 million,respectively, and (ii) the fair values of our cross-currency and interest rate derivative contracts that represented liabilities have been reduced by creditrisk valuation adjustments aggregating $71.5 million and $86.5 million, respectively. The adjustments to our derivative assets relate to the credit riskassociated with counterparty nonperformance, and the adjustments to our derivative liabilities relate to credit risk associated with our ownnonperformance. In all cases, the adjustments take into account offsetting liability or asset positions within a given contract. Our determination ofcredit risk valuation adjustments generally is based on our and our counterparties’ credit risks, as observed in the credit default swap market andmarket quotations for certain of our subsidiaries’ debt instruments, as applicable. The changes in the credit risk valuation adjustments associated withour cross-currency and interest rate derivative contracts resulted in net losses of $16.4 million, $9.3 million and $120.9 million during 2016, 2015 and2014, respectively. These amounts are included in realized and unrealized gains on derivative instruments, net, in our consolidated statements ofoperations. For further information regarding our fair value measurements, see note 8.(c)Our equity-related derivative instruments primarily include the fair value of (i) the ITV Collar (ii) the share collar with respect to the shares ofSumitomo held by our company (the Sumitomo Collar), (iii) the Lionsgate Forward and (iv) at December 31, 2015, Virgin Media’s conversion hedgeswith respect to Virgin Media’s 6.50% convertible senior notes (the Virgin Media Capped Calls). The fair values of the ITV Collar, the SumitomoCollar and the Lionsgate Forward do not include credit risk valuation adjustments as we assume that any losses incurred by our company in the eventof nonperformance by the respective counterparty would be, subject to relevant insolvency laws, fully offset against amounts we owe to suchcounterparty pursuant to the related secured borrowing arrangements.II-131LIBERTY GLOBAL PLCNotes to Consolidated Financial Statements — (Continued)December 31, 2016, 2015 and 2014The details of our realized and unrealized gains on derivative instruments, net, are as follows: Year ended December 31, 2016 2015 2014 in millionsCross-currency and interest rate derivative contracts: Liberty Global Group$716.2 $855.7 $252.5LiLAC Group(216.8) 217.0 41.1Total cross-currency and interest rate derivative contracts499.4 1,072.7 293.6Equity-related derivative instruments - Liberty Global Group: ITV Collar351.5 (222.6) (77.4)Sumitomo Collar(25.6) (20.3) (46.0)Lionsgate Forward10.1 14.5 —Ziggo Collar (a)— — (113.3)Other1.6 0.7 0.4Total equity-related derivative instruments337.6 (227.7) (236.3)Foreign currency forward and option contracts: Liberty Global Group18.1 (9.0) 29.0LiLAC Group(9.1) 10.3 2.6Total foreign currency forward contracts9.0 1.3 31.6Other - Liberty Global Group(0.9) 0.9 (0.1) Total Liberty Global Group1,071.0 619.9 45.1Total LiLAC Group(225.9) 227.3 43.7Total$845.1 $847.2 $88.8_______________ (a)Upon completion of the Ziggo Acquisition, the Ziggo Collar (as defined and described below) was terminated.II-132LIBERTY GLOBAL PLCNotes to Consolidated Financial Statements — (Continued)December 31, 2016, 2015 and 2014The following table sets forth the classification of the net cash inflows (outflows) of our derivative instruments: Year ended December 31, 2016 2015 2014 in millionsOperating activities: Liberty Global Group$47.9 $(225.9) $(425.2)LiLAC Group(6.1) (28.8) (20.5)Total operating activities41.8 (254.7) (445.7)Investing activities: Liberty Global Group(2.9) 15.6 (30.2)LiLAC Group(3.4) 2.2 —Total investing activities(6.3) 17.8 (30.2)Financing activities: Liberty Global Group(251.5) (301.2) (183.6)LiLAC Group— — (37.4)Total financing activities(251.5) (301.2) (221.0)Total cash outflows: Liberty Global Group(206.5) (511.5) (639.0)LiLAC Group(9.5) (26.6) (57.9)Total$(216.0) $(538.1) $(696.9)Counterparty Credit RiskWe 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 thederivative instruments of our subsidiary borrowing groups. At December 31, 2016, our exposure to counterparty credit risk included derivative assets with anaggregate fair value of $2,424.6 million.Each of our subsidiary borrowing groups have entered into derivative instruments under master agreements with each counterparty that contain masternetting arrangements that are applicable in the event of early termination by either party to such derivative instrument. The master netting arrangementsunder each of these master agreements are limited to the derivative instruments governed by the relevant master agreement within each individual borrowinggroup 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 thedefault of the other counterparty and to set off other liabilities against sums due upon such termination. However, in an insolvency of a derivativecounterparty, under the laws of certain jurisdictions, the defaulting counterparty or its insolvency representatives may be able to compel the termination ofone or more derivative contracts and trigger early termination payment liabilities payable by us, reflecting any mark-to-market value of the contracts for thecounterparty. Alternatively, or in addition, the insolvency laws of certain jurisdictions may require the mandatory set off of amounts due under suchderivative contracts against present and future liabilities owed to us under other contracts between us and the relevant counterparty. Accordingly, it ispossible 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 offas 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. Tothe 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 ofa 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 thevalue of any collateral we have obtained from that counterparty.II-133LIBERTY GLOBAL PLCNotes to Consolidated Financial Statements — (Continued)December 31, 2016, 2015 and 2014In addition, where a counterparty is in financial difficulty, under the laws of certain jurisdictions, the relevant regulators may be able to (i) compel thetermination of one or more derivative instruments, determine the settlement amount and/or compel, without any payment, the partial or full discharge ofliabilities arising from such early termination that are payable by the relevant counterparty or (ii) transfer the derivative instruments to an alternativecounterparty.Details of our Derivative InstrumentsIn the following tables, we present the details of the various categories of our subsidiaries’ derivative instruments. For each subsidiary with multiplederivative instruments that mature within the same calendar month, the notional amounts are shown in the aggregate, and interest rates are presented on aweighted average basis. In addition, for derivative instruments that were in effect as of December 31, 2016, we present a single date that represents theapplicable final maturity date. For derivative instruments that become effective subsequent to December 31, 2016, we present a range of dates that representsthe period covered by the applicable derivative instruments.Cross-currency and Interest Rate Derivative ContractsCross-currency Swaps:The terms of our outstanding cross-currency swap contracts at December 31, 2016 are as follows:II-134LIBERTY GLOBAL PLCNotes to Consolidated Financial Statements — (Continued)December 31, 2016, 2015 and 2014II-135LIBERTY GLOBAL PLCNotes to Consolidated Financial Statements — (Continued)December 31, 2016, 2015 and 2014Subsidiary /Final maturity date Notionalamountdue fromcounterparty Notionalamountdue tocounterparty Interest ratedue fromcounterparty Interest ratedue to (from)counterparty in millions Virgin Media InvestmentHoldings Limited (VMIH), asubsidiary of Virgin Media: January 2023 $400.0 €339.6 5.75% 4.33%January 2025 $1,855.0 £1,231.6 6 mo. LIBOR + 2.75% 6 mo. GBP LIBOR + 3.27%January 2023 $1,000.0 £648.6 5.25% 5.32%January 2025 $970.0 £742.6 6 mo. LIBOR + 2.75% 4.68%August 2024 $750.0 £527.0 5.50% 5.46%February 2022 (a) $688.6 £429.0 4.93% 5.39%April 2023 (a) $480.0 £299.1 1.55% 1.78%February 2022 - April2023 $475.0 £295.6 4.88% 5.32%October 2022 $450.0 £272.0 6.00% 6.43%January 2021 $447.9 £276.7 5.25% 6 mo. GBP LIBOR + 2.06%January 2022 - January2025 $425.0 £255.8 3 mo. LIBOR 4.86%January 2022 $425.0 £255.8 5.50% 4.86%January 2025 $383.5 £239.5 6 mo. LIBOR + 2.75% 5.56%April 2019 $191.5 £122.3 6 mo. LIBOR + 2.75% 4.45%April 2019 - January2025 $191.5 £122.3 6 mo. LIBOR + 2.75% 5.43%October 2019 $100.0 £65.4 7.19% 7.23% October 2019 - October2022 $50.0 £30.7 6.00% 5.75%October 2019 - April2023 $50.0 £30.3 6.38% 6.84%Subsidiary /Final maturity date Notionalamountdue fromcounterparty Notionalamountdue tocounterparty Interest ratedue fromcounterparty Interest ratedue to (from)counterparty in millions October 2019 (a) £30.3 $50.0 2.14% 2.00%UPC Broadband Holding B.V.(UPC Broadband Holding), asubsidiary of UPC Holding: January 2023 $1,140.0 €1,043.7 5.38% 3.71%August 2024 $412.9 €315.8 6 mo. LIBOR + 3.00% 6 mo. EURIBOR + 3.36%August 2024 $325.0 €238.7 6 mo. LIBOR + 3.00% 3.87%January 2017 - August2024 $262.1 €194.1 6 mo. LIBOR + 3.00% 6 mo. EURIBOR + 3.13%August 2024 $250.0 €181.4 7.25% 7.15%August 2024 $225.0 CHF206.3 6 mo. LIBOR + 3.00% 3.02%August 2024 $200.0 CHF186.0 6 mo. LIBOR + 3.00% 6 mo. CHF LIBOR + 3.05%January 2017 - July 2023 $200.0 CHF185.5 6 mo. LIBOR + 2.50% 6 mo. CHF LIBOR + 2.48%August 2024 $175.0 CHF158.7 7.25% 6 mo. CHF LIBOR + 5.01%January 2017 - July 2021 $100.0 CHF92.8 6 mo. LIBOR + 2.50% 6 mo. CHF LIBOR + 2.49%July 2021 - August 2024 $100.0 CHF92.8 6 mo. LIBOR + 3.00% 6 mo. CHF LIBOR + 2.48%August 2024 (a) €379.2 $425.0 2.45% 2.76%September 2022 €600.0 CHF728.2 6 mo. EURIBOR + 2.59% 6 mo. CHF LIBOR + 2.71%January 2020 €460.1 CHF566.5 9.41% 8.21%July 2023 €450.0 CHF488.6 —% (0.45)%January 2017 - August2024 €383.8 CHF477.0 6 mo. EURIBOR + 2.00% 6 mo. CHF LIBOR + 2.27%January 2021 €234.2 CHF253.0 2.51% 2.22%January 2020 €161.0 CHF264.0 6 mo. EURIBOR + 3.75% 6 mo. CHF LIBOR + 2.88%August 2024 €70.1 CHF84.8 6 mo. EURIBOR + 2.50% 6 mo. CHF LIBOR + 3.07%July 2023 €56.0 CHF62.4 6 mo. EURIBOR + 2.21% 6 mo. CHF LIBOR + 2.65%January 2020 €318.9 CZK8,818.7 5.58% 5.44%January 2022 €99.6 CZK2,703.1 4.51% 4.82%December 2021 €488.0 HUF138,437.5 5.50% 7.39%January 2022 €707.0 PLN2,999.5 5.10% 8.15%January 2020 €144.6 PLN605.0 5.50% 7.98%January 2022 €191.0 RON490.0 3.19% 10.94%Unitymedia Hessen GmbH & Co.KG (Unitymedia Hessen), asubsidiary of Unitymedia: January 2023 $2,450.0 €1,799.0 5.62% 4.76%Telenet International FinanceS.a.r.l (Telenet International),a subsidiary of Telenet: June 2024 $850.0 €743.3 3 mo. LIBOR + 3.50% 3.47%Subsidiary /Final maturity date Notionalamountdue fromcounterparty Notionalamountdue tocounterparty Interest ratedue fromcounterparty Interest ratedue to (from)counterparty in millions January 2025 $650.0 €587.1 3 mo. LIBOR + 3.00% 3.16%June 2024 €743.3 $850.0 0.47% 0.50%Sable International FinanceLimited (Sable), a subsidiary ofCWC: December 2022 $108.3 JMD13,817.5 —% 8.75%March 2019 £146.7 $194.3 8.63% 9.79%VTR: January 2022 $1,400.0 CLP951,390.0 6.88% 6.36%_______________ (a)Unlike the other cross-currency swaps presented in this table, the identified cross-currency swaps do not involve the exchange of notional amounts atthe inception and maturity of the instruments. Accordingly, the only cash flows associated with these derivative instruments are interest payments andreceipts.Interest Rate Swaps:The terms of our outstanding interest rate swap contracts at December 31, 2016 are as follows:II-136LIBERTY GLOBAL PLCNotes to Consolidated Financial Statements — (Continued)December 31, 2016, 2015 and 2014Subsidiary / Final maturity date Notional amount Interest rate due fromcounterparty Interest rate due to (from)counterparty in millions VMIH: October 2017 $1,855.0 1 mo. LIBOR + 2.75% 6 mo. LIBOR + 2.47%October 2018 £1,198.3 6 mo. GBP LIBOR 1.52%January 2021 £905.1 6 mo. GBP LIBOR + 0.71% 2.37%October 2018 - January 2025 £858.3 6 mo. GBP LIBOR 2.41%June 2023 £849.4 6 mo. GBP LIBOR 1.70%January 2021 £628.4 5.50% 6 mo. GBP LIBOR + 1.84%October 2018 - June 2023 £340.0 6 mo. GBP LIBOR 2.43%April 2023 £108.9 6.85% 6 mo. GBP LIBOR + 5.62%October 2022 £51.5 6.42% 6 mo. GBP LIBOR + 5.23%January 2025 £33.3 6 mo. GBP LIBOR 1.37%UPC Broadband Holding: January 2017 - January 2018 $2,150.0 1 mo. LIBOR + 3.00% 6 mo. LIBOR + 2.56%August 2024 $425.0 6 mo. LIBOR + 5.76% 7.25%September 2022 €600.0 6.38% 6 mo. EURIBOR + 4.14%January 2026 (a) €600.0 6 mo. EURIBOR 1.54%September 2022 CHF728.2 6 mo. CHF LIBOR 1.75%August 2024 CHF558.8 6 mo. CHF LIBOR 0.93%July 2021 - August 2024 CHF400.0 6 mo. CHF LIBOR 0.02%July 2021 CHF400.0 6 mo. CHF LIBOR 0.40%August 2024 CHF279.2 6 mo. CHF LIBOR + 2.85% 3.13%January 2020 CHF264.0 6 mo. CHF LIBOR (0.65)%Subsidiary / Final maturity date Notional amount Interest rate due fromcounterparty Interest rate due to (from)counterparty in millions Unitymedia Hessen: January 2023 €268.2 6 mo. EURIBOR + 4.82% 5.01%January 2023 €268.2 5.02% 6 mo. EURIBOR + 4.82%Telenet International: December 2017 (a) $1,500.0 1 mo. LIBOR + 3.00% 3 mo. LIBOR + 2.83%June 2023 €1,300.0 3 mo. EURIBOR 0.33%June 2023 - January 2025 €1,093.0 3 mo. EURIBOR 1.09%July 2017 €800.0 3 mo. EURIBOR (0.17)%June 2023 €557.0 0.04% 3 mo. EURIBORJune 2022 - January 2025 €475.0 3 mo. EURIBOR 0.94%July 2017 - June 2022 €420.0 3 mo. EURIBOR 2.08%July 2017 - June 2023 €382.0 3 mo. EURIBOR 1.89%June 2022 €55.0 3 mo. EURIBOR 1.81%June 2023 - January 2025 €32.0 3 mo. EURIBOR 1.10%Sable: December 2017 (a) $1,100.0 1 mo. LIBOR + 4.75% 3 mo. LIBOR + 4.68%December 2022 $1,100.0 3 mo. LIBOR 1.84%Liberty Puerto Rico: January 2022 $506.3 3 mo. LIBOR 2.49%January 2019 $168.8 3 mo. LIBOR 1.96%_______________(a)Represents interest rate swap contracts in which the receivable portion of the contract has an interest rate floor.II-137LIBERTY GLOBAL PLCNotes to Consolidated Financial Statements — (Continued)December 31, 2016, 2015 and 2014Interest Rate CapsOur purchased and sold interest rate cap contracts with respect to EURIBOR at December 31, 2016 are detailed below: December 31, 2016Subsidiary / Final maturity date Notionalamount EURIBOR caprate in millions Interest rate caps purchased: Virgin Media Receivables Financing PLC (a): October 2020£125.0 0.97%Liberty Global Europe Financing B.V. (LGE Financing), the immediate parent of UPC Holding (b): January 2020€735.0 7.00%Telenet International (b): June 2017€50.0 4.50%Telenet N.V., a subsidiary of Telenet (b): December 2017€0.3 6.50%December 2017€0.3 5.50%Liberty Puerto Rico (a): January 2022$258.8 3.50%January 2019 - July 2023$177.5 3.50% Interest rate cap sold (c): UPC Broadband Holding: January 2020€735.0 7.00%_______________(a)These purchased interest rate caps entitle us to receive payments from the counterparty when the relevant LIBOR exceeds the LIBOR cap rate duringthe specified observation periods.(b)These purchased interest rate caps entitle us to receive payments from the counterparty when the relevant EURIBOR exceeds the EURIBOR cap rateduring the specified observation periods.(c)Our sold interest rate cap requires that we make payments to the counterparty when the relevant EURIBOR exceeds the EURIBOR cap rate during thespecified observation periods.Interest Rate CollarsOur interest rate collar contracts establish floor and cap rates with respect to EURIBOR on the indicated notional amounts at December 31, 2016, asdetailed below: December 31, 2016Subsidiary / Final maturity date Notionalamount EURIBOR floorrate (a) EURIBOR caprate (b) in millions UPC Broadband Holding: July 2017 - January 2020€1,135.0 1.00% 3.54% _______________(a)We make payments to the counterparty when the relevant EURIBOR is less than the EURIBOR floor rate during the specified observation periods.II-138LIBERTY GLOBAL PLCNotes to Consolidated Financial Statements — (Continued)December 31, 2016, 2015 and 2014(b)We receive payments from the counterparty when the relevant EURIBOR is greater than the EURIBOR cap rate during the specified observationperiods.Equity-related Derivative InstrumentsITV Collar and Secured Borrowing. The ITV Collar comprises (i) purchased put options exercisable by Liberty Global Incorporated Limited (LibertyGlobal Limited), our wholly-owned subsidiary, and (ii) written call options exercisable by the counterparty. The ITV Collar effectively hedges the value ofour 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 priceincreases up to the call option price. The fair value of the ITV Collar as of December 31, 2016 was a net asset of $311.9 million, which is classified as non-current in our consolidated balance sheet. For additional information regarding our investment in ITV, see note 6. The ITV Collar has settlement datesranging from October 2017 through May 2019.The ITV Collar and related agreements also provide Liberty Global Limited with the ability to effectively finance the purchase of its ITV shares pursuantto the ITV Collar Loan. In July 2014 and in connection with our initial investment in ITV, Liberty Global Limited borrowed £446.9 million ($764.5 millionat the transaction date) under the ITV Collar Loan. In July 2015 and in connection with an additional investment in ITV (the Additional ITV Investment),Liberty Global Limited (i) modified the purchased put option and written call option strike prices within the ITV Collar and (ii) increased its borrowingsunder the ITV Collar Loan, resulting in net cash received of $92.0 million. The amount received in connection with the Additional ITV Investment includes$77.5 million of cash borrowings under the ITV Collar Loan that were not required to fund the Additional ITV Investment and $14.5 million related to theITV Collar Loan modifications. Immediately prior to the completion of these modifications, the fair value of the ITV Collar was a $270.5 million liability. Inconnection with the ITV Collar modifications, this liability was effectively transferred on a non-cash basis to the principal amount of the ITV Collar Loan.At December 31, 2016, borrowings under the ITV Collar Loan were secured by all 398,515,510 of our ITV shares, which have been placed into a custodyaccount. The ITV Collar Loan was issued at a discount with a zero coupon rate and has an average implied yield of 139 basis points (1.39%). The ITV CollarLoan, 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 ITVshares 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, thecounterparty retains dividends on the ITV shares that the counterparty would need to borrow from the custody account to hedge its exposure under the ITVCollar (an estimated 390 million shares at December 31, 2016).Sumitomo Collar and Secured Borrowing. The Sumitomo Collar comprises purchased put options exercisable by Liberty Programming Japan LLC(Liberty Programming Japan), our wholly-owned subsidiary, and written call options exercisable by the counterparty with respect to a portion of theSumitomo shares owned by Liberty Programming Japan. At December 31, 2016, the Sumitomo Collar effectively hedges the value of 27,391,305, or 60%, ofour Sumitomo shares from losses due to market price decreases below the put strike price. The Sumitomo Collar provides for a projected gross cash ordinarydividend to be paid per Sumitomo share during the term of the Sumitomo Collar. If the actual dividend paid does not exactly match the projected dividend,then an adjustment amount shall be payable between the parties to the Sumitomo Collar depending on the dividend actually paid by Sumitomo. TheSumitomo Collar may, at the option of Liberty Programming Japan, be settled in Sumitomo shares or in cash. The Sumitomo Collar also includes a purchasedfair value put option, which effectively provides Liberty Programming Japan with the ability to sell the Sumitomo shares when the market price is tradingbetween the put and call strike prices. The fair value of the Sumitomo Collar as of December 31, 2016 was a net asset of $179.9 million, which is classified asnon-current in our consolidated balance sheet.The Sumitomo Collar and related agreements also provide Liberty Programming Japan with the ability to borrow funds on a secured basis. Borrowingsunder these agreements (the Sumitomo Collar Loan) are secured by 60% of our Sumitomo shares and bear interest at 1.883%. The pledge arrangemententered into by Liberty Programming Japan provides that Liberty Programming Japan will be able to exercise all voting and consensual rights and, subject tothe terms of the Sumitomo Collar, receive dividends on the Sumitomo shares. Borrowings under the Sumitomo Collar Loan are included in our long-termdebt and capital lease obligations in our consolidated balance sheets. For additional information, see note 10.The Sumitomo Collar and the Sumitomo Collar Loan each mature in five equal semi-annual installments, the first and second of which became due onMay 22, 2016 and November 22, 2016. In May and November 2016, Liberty Programming Japan borrowedII-139LIBERTY GLOBAL PLCNotes to Consolidated Financial Statements — (Continued)December 31, 2016, 2015 and 2014shares of Sumitomo pursuant to a securities lending arrangement (the Sumitomo Share Loan) to settle the first and second installments due on the SumitomoCollar Loan. The Sumitomo Share Loan, which we have elected to account for at fair value, bears interest at 1.10% and matures on the fifth anniversary of therespective borrowing dates. The Sumitomo Share Loan, together with the Sumitomo Collar, effectively hedge 100% of our Sumitomo shares from losses dueto market price decreases. The Sumitomo Share Loan is secured by 40% of our Sumitomo shares. These shares were released from the Sumitomo Collar Loanafter settlement of the first and second installments.Lionsgate Forward and Secured Borrowing. The Lionsgate Forward has the economic equivalent of (i) purchased put options exercisable by LibertyGlobal Limited and (ii) written call options exercisable by the counterparty. The Lionsgate Forward effectively hedges the value of 2.5 million of ourLionsgate 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 tothe call option price. The fair value of the Lionsgate Forward as of December 31, 2016 was a net asset of $23.6 million, which is classified as non-current inour consolidated balance sheet. For additional information regarding our investment in Lionsgate, see note 6. The Lionsgate Forward has settlement datesranging from July 2019 through March 2022.The Lionsgate Forward and related agreements also provide Liberty Global Limited with the ability to effectively finance a portion of the purchase of itsLionsgate shares pursuant to the Lionsgate Loan. In November 2015, Liberty Global Limited borrowed $69.7 million under the Lionsgate Loan. AtDecember 31, 2016, borrowings under the Lionsgate Loan were secured by 2.5 million of our Lionsgate shares, which have been placed into a custodyaccount. The Lionsgate Loan was issued at a discount with a zero coupon rate and an average implied yield of 350 basis points (3.5%). The Lionsgate Loan,which has maturity dates consistent with the Lionsgate Forward and contains no financial covenants, provides for customary representations and warranties,events of default and certain adjustment and termination events. Under the terms of the Lionsgate Forward, the counterparty does not have the right to re-usethe pledged Lionsgate shares without permission from Liberty Global. In addition, Liberty Global Limited is obligated to share with the counterparty theeconomic benefit of any dividends paid during the term of the pledge based on a formula that takes into account a theoretical hedging position by thecounterparty under the Lionsgate Forward (an estimated 1.7 million shares at December 31, 2016).Ziggo Collar and Secured Borrowing. During 2013, Liberty Global Limited entered into a share collar (the Ziggo Collar) and secured borrowingarrangement (the Ziggo Collar Loan) with respect to the then owned 24,957,000 Ziggo shares. The Ziggo Collar was comprised of (i) purchased put optionsexercisable by Liberty Global Limited and (ii) sold call options exercisable by the counterparty. Prior to the Ziggo Acquisition, the Ziggo Collar effectivelyhedged the value of a portion of our investment in Ziggo shares from significant losses due to market price decreases below the put option price whileretaining a portion of the gains from market price increases up to the call option price. The Ziggo Collar and related agreements also provided Liberty GlobalLimited with the ability to effectively finance the purchase of certain of its Ziggo shares pursuant to the Ziggo Collar Loan. Upon completion of the ZiggoAcquisition (see note 4), the Ziggo Collar was terminated and the Ziggo Collar Loan was settled.Virgin Media Capped Calls. During 2010, Virgin Media entered into the Virgin Media Capped Calls in order to offset a portion of the dilutive effectsassociated with the exchange of certain exchangeable notes of Virgin Media. During 2013, and in connection with the exchange of certain exchangeablenotes of Virgin Media, we settled 93.8% of the notional amount of the Virgin Media Capped Calls. During 2016, the remaining outstanding notional amountof the Virgin Media Capped Calls was settled for cash proceeds of $36.2 million.II-140LIBERTY GLOBAL PLCNotes to Consolidated Financial Statements — (Continued)December 31, 2016, 2015 and 2014Foreign Currency ForwardsThe following table summarizes our outstanding foreign currency forward contracts at December 31, 2016:Subsidiary Currencypurchasedforward Currencysoldforward Maturity dates in millions LGE Financing$166.1 €143.8 January 2017 - October 2018LGE Financing$133.7 £94.6 January 2017 - February 2019LGE Financing€126.0 £99.0 January 2017 - December 2018LGE Financing£2.7 €3.2 April 2017 - December 2017UPC Broadband Holding$2.6 CZK60.0 January 2017 - December 2017UPC Broadband Holding€368.1 CHF398.6 January 2017 - June 2017UPC Broadband Holding€20.1 CZK540.0 January 2017 - December 2017UPC Broadband Holding€19.0 HUF6,000.0 January 2017 - December 2017UPC Broadband Holding€36.0 PLN160.9 January 2017 - December 2017UPC Broadband Holding£0.9 €1.2 January 2017 - March 2017Telenet N.V.$47.1 €41.5 January 2017 - November 2017VTR$149.7 CLP104,207.4 January 2017 - December 2017Foreign Currency Forward OptionsThe following tables sets forth the outstanding foreign currency forward option contracts at December 31, 2016:Subsidiary Notional Exchange Currency Weighted AverageStrike Price Maturity dates in millions VMIH (a)£7.0 Indian rupee INR95.28 January 2017 - March 2018VMIH (a)£16.9 Philippine peso PHP66.35 January 2017 - September 2017UPC Broadband Holding€286.6 Polish zloty PLN4.07 April 2018_______________(a)Represents the aggregate notional amount and the weighted average strike price for multiple contracts that expire at various dates within the disclosedrange of maturity dates. We account for these contracts using hedge accounting.(8) Fair Value MeasurementsWe use the fair value method to account for (i) certain of our investments, (ii) our derivative instruments, (iii) certain instruments that we classify as debtand (iv) the Sumitomo Share Loan. The reported fair values of these investments and instruments as of December 31, 2016 likely will not represent the valuethat will be paid or received upon the ultimate settlement or disposition of these assets and liabilities. In the case of the investments that we account for usingthe fair value method, the values we realize upon disposition will be dependent upon, among other factors, market conditions and the forecasted financialperformance of the investees at the time of any such disposition. With respect to our derivative and certain debt instruments, we expect that the valuesrealized generally will be based on market conditions at the time of settlement, which may occur at the maturity of the derivative instrument or at the time ofthe repayment or refinancing of the underlying debt instrument.U.S. GAAP provides for a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. Level1 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 withinII-141LIBERTY GLOBAL PLCNotes to Consolidated Financial Statements — (Continued)December 31, 2016, 2015 and 2014Level 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 recordtransfers of assets or liabilities into or out of Levels 1, 2 or 3 at the beginning of the quarter during which the transfer occurred. During 2016, no such transferswere made.All of our Level 2 inputs (interest rate futures, swap rates and certain of the inputs for our weighted average cost of capital calculations) and certain of ourLevel 3 inputs (forecasted volatilities and credit spreads) are obtained from pricing services. These inputs, or interpolations or extrapolations thereof, are usedin our internal models to calculate, among other items, yield curves, forward interest and currency rates and weighted average cost of capital rates. In thenormal course of business, we receive market value assessments from the counterparties to our derivative contracts. Although we compare these assessmentsto our internal valuations and investigate unexpected differences, we do not otherwise rely on counterparty quotes to determine the fair values of ourderivative instruments. The midpoints of applicable bid and ask ranges generally are used as inputs for our internal valuations.For our investments in ITV, Sumitomo and Lionsgate, the recurring fair value measurements are based on the quoted closing price of the respectiveshares at each reporting date. Accordingly, the valuations of these investments fall under Level 1 of the fair value hierarchy. Our other investments that weaccount for at fair value are privately-held companies, and therefore, quoted market prices are unavailable. The valuation technique we use for suchinvestments is a combination of an income approach (discounted cash flow model based on forecasts) and a market approach (market multiples of similarbusinesses). With the exception of certain inputs for our weighted average cost of capital calculations that are derived from pricing services, the inputs usedto value these investments are based on unobservable inputs derived from our assumptions. Therefore, the valuation of our privately-held investments fallsunder Level 3 of the fair value hierarchy. Any reasonably foreseeable changes in assumed levels of unobservable inputs for the valuations of our Level 3investments would not be expected to have a material impact on our financial position or results of operations.During the second quarter of 2016, we entered into the Sumitomo Share Loan. As the primary input for this recurring fair value measurement is thequoted market price of the borrowed shares of Sumitomo, we believe this valuation falls under Level 1 of the fair value hierarchy.The recurring fair value measurement of our equity-related derivative instruments are based on binomial option pricing models, which require the inputof observable and unobservable variables such as exchange-traded equity prices, risk-free interest rates, dividend yields and forecasted volatilities of theunderlying equity securities. The valuations of our equity-related derivative instruments are based on a combination of Level 1 inputs (exchange tradedequity prices), Level 2 inputs (interest rate futures and swap rates) and Level 3 inputs (forecasted volatilities). As changes in volatilities could have asignificant impact on the overall valuations over the terms of the derivative instruments, we have determined that these valuations fall under Level 3 of thefair value hierarchy. At December 31, 2016, the valuations of the ITV Collar, the Sumitomo Collar and the Lionsgate Forward were not significantly impactedby forecasted volatilities.In order to manage our interest rate and foreign currency exchange risk, we have entered into (i) various derivative instruments and (ii) certaininstruments that we classify as debt, as further described in notes 7 and 10, respectively. The recurring fair value measurements of these instruments aredetermined using discounted cash flow models. With the exception of the inputs for the U.S. dollar to Jamaican dollar cross-currency swaps (the SableCurrency Swap) held by Sable, most of the inputs to these discounted cash flow models consist of, or are derived from, observable Level 2 data forsubstantially the full term of these instruments. This observable data mostly includes interest rate futures and swap rates, which are retrieved or derived fromavailable market data. Although we may extrapolate or interpolate this data, we do not otherwise alter this data in performing our valuations. We incorporatea credit risk valuation adjustment in our fair value measurements to estimate the impact of both our own nonperformance risk and the nonperformance risk ofour counterparties. Our and our counterparties’ credit spreads represent our most significant Level 3 inputs, and these inputs are used to derive the credit riskvaluation adjustments with respect to these instruments. As we would not expect changes in our or our counterparties’ credit spreads to have a significantimpact on the valuations of these instruments, we have determined that these valuations (other than the Sable Currency Swap valuation) fall under Level 2 ofthe fair value hierarchy. Due to the lack of Level 2 inputs for the Sable Currency Swap valuation, we believe this valuation falls under Level 3 of the fairvalue hierarchy. Our credit risk valuation adjustments with respect to our cross-currency and interest rate swaps are quantified and further explained in note 7.Fair value measurements are also used in connection with nonrecurring valuations performed in connection with impairment assessments, acquisitionaccounting and the accounting for our initial investment in the Dutch JV. These nonrecurring valuations include the valuation of reporting units, customerrelationship and other intangible assets, property and equipment, the impliedII-142LIBERTY GLOBAL PLCNotes to Consolidated Financial Statements — (Continued)December 31, 2016, 2015 and 2014value of goodwill and the valuation of our initial investment in the Dutch JV. The valuation of private reporting units and our initial investment in the DutchJV 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 ratecalculations that are derived from pricing services, the inputs used in our discounted cash flow analyses, such as forecasts of future cash flows, are based onour assumptions. The valuation of customer relationships is primarily based on an excess earnings methodology, which is a form of a discounted cash flowanalysis. The excess earnings methodology requires us to estimate the specific cash flows expected from the customer relationship, considering such factorsas 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 similarequipment, the age of the equipment and economic obsolescence. The implied value of goodwill is determined by allocating the fair value of a reporting unitto all of the assets and liabilities of that unit as if the reporting unit had been acquired in a business combination, with the residual amount allocated togoodwill. All of our nonrecurring valuations use significant unobservable inputs and therefore fall under Level 3 of the fair value hierarchy. During 2016,2015 and 2014, we performed nonrecurring valuations for the purpose of determining (i) the acquisition accounting for the CWC Acquisition, the BASEAcquisition, the Choice Acquisition and the Ziggo Acquisition and (ii) the valuation of our initial investment in the Dutch JV. The weighted averagediscount rates used in the preliminary valuation of the customer relationships acquired as a result of the CWC Acquisition ranged from 8.8% to 12.8%. Noneof the valuations for the BASE Acquisition had a significant impact on our consolidated balance sheet. We used discount rates of (a) 11.75% and 12.25% forour respective valuations of the customer relationships and cable television franchise rights acquired as a result of the Choice Acquisition and (b) 8.50% forour valuation of the customer relationships acquired as a result of the the Ziggo Acquisition. The weighted average cost of capital used to value our initialinvestment in the Dutch JV was 7.0%. For information regarding our acquisitions, see note 4. For information regarding our investment in the Dutch JV, seenote 6.A summary of our assets and liabilities that are measured at fair value on a recurring basis is as follows: Fair value measurements at December 31, 2016 using:Description December 31, 2016 Quoted pricesin activemarkets foridentical assets(Level 1) Significantotherobservableinputs(Level 2) Significantunobservableinputs(Level 3) in millionsAssets: Derivative instruments: Cross-currency and interest rate derivative contracts$2,606.5 $— $2,606.5 $—Equity-related derivative instruments524.0 — — 524.0Foreign currency forward and option contracts45.1 — 45.1 —Other0.5 — 0.5 —Total derivative instruments3,176.1 — 2,652.1 524.0Investments2,057.2 1,682.4 — 374.8Total assets$5,233.3 $1,682.4 $2,652.1 $898.8 Liabilities: Derivative instruments: Cross-currency and interest rate derivative contracts$1,292.2 $— $1,281.5 $10.7Equity-related derivative instruments8.6 — — 8.6Foreign currency forward and option contracts9.0 — 9.0 —Other0.1 — 0.1 —Total derivative liabilities1,309.9 — 1,290.6 19.3Debt344.4 215.5 128.9 —Total liabilities$1,654.3 $215.5 $1,419.5 $19.3 II-143LIBERTY GLOBAL PLCNotes to Consolidated Financial Statements — (Continued)December 31, 2016, 2015 and 2014 Fair value measurements at December 31, 2015 using:Description December 31, 2015 Quoted pricesin activemarkets foridentical assets(Level 1) Significantotherobservableinputs(Level 2) Significantunobservableinputs(Level 3) in millionsAssets: Derivative instruments: Cross-currency and interest rate derivative contracts$2,085.6 $— $2,085.6 $—Equity-related derivative instruments408.5 — — 408.5Foreign currency forward contracts10.4 — 10.4 —Other1.6 — 1.6 —Total derivative instruments2,506.1 — 2,097.6 408.5Investments2,591.8 2,257.2 — 334.6Total assets$5,097.9 $2,257.2 $2,097.6 $743.1Liabilities - derivative instruments: Cross-currency and interest rate derivative contracts$1,513.4 $— $1,513.4 $—Equity-related derivative instruments74.4 — — 74.4Foreign currency forward contracts1.1 — 1.1 —Other5.7 — 5.7 —Total liabilities$1,594.6 $— $1,520.2 $74.4A reconciliation of the beginning and ending balances of our assets and liabilities measured at fair value on a recurring basis using significantunobservable, or Level 3, inputs is as follows: Investments Cross-currency andinterest ratederivative contracts Equity-relatedderivativeinstruments Total in millions Balance of net assets at January 1, 2016$334.6 $— $334.1 $668.7Gains included in net earnings (a): Realized and unrealized gains (losses) on derivative instruments,net— (10.7) 337.6 326.9Realized and unrealized gains due to changes in fair values ofcertain investments, net135.9 — — 135.9Settlements (b)— — (184.9) (184.9)Dispositions(125.4) — 19.2 (106.2)Additions51.1 — — 51.1Foreign currency translation adjustments and other, net(21.4) — 9.4 (12.0)Balance of net assets at December 31, 2016$374.8 $(10.7) $515.4 $879.5 _______________(a)Includes an aggregate net gain of $101.4 million related to net assets that were sold or settled during 2016.(b)Includes the partial settlement of the Sumitomo Collar and the settlement of the Virgin Media Capped Calls. For additional information, see note 7.II-144LIBERTY GLOBAL PLCNotes to Consolidated Financial Statements — (Continued)December 31, 2016, 2015 and 2014(9) Long-lived AssetsProperty and Equipment, Net The details of our property and equipment and the related accumulated depreciation are set forth below: Estimated usefullife atDecember 31, 2016 December 31, 2016 2015 in millions Distribution systems:3 to 30 years Liberty Global Group $21,249.9 $24,447.2LiLAC Group 3,522.0 1,037.8Total 24,771.9 25,485.0Customer premises equipment:3 to 5 years Liberty Global Group 4,829.9 5,651.1LiLAC Group 1,205.4 801.4Total 6,035.3 6,452.5Support equipment, buildings and land:3 to 50 years Liberty Global Group 4,385.5 4,461.4LiLAC Group 954.8 341.0Total 5,340.3 4,802.4Total property and equipment, gross: Liberty Global Group 30,465.3 34,559.7LiLAC Group 5,682.2 2,180.2Total 36,147.5 36,739.9Accumulated depreciation: Liberty Global Group (13,216.0) (13,719.2)LiLAC Group (1,821.3) (1,336.7)Total (15,037.3) (15,055.9)Total property and equipment, net: Liberty Global Group 17,249.3 20,840.5LiLAC Group 3,860.9 843.5Total $21,110.2 $21,684.0Depreciation expense related to our property and equipment was $4,551.9 million, $4,501.4 million and $4,401.6 million during 2016, 2015 and 2014,respectively.At December 31, 2016 and 2015, the amount of property and equipment, net, recorded under capital leases was $1,061.5 million and $1,281.7 million,respectively. Most of these amounts relate to assets included in our distribution systems category. Depreciation of assets under capital leases is included indepreciation and amortization in our consolidated statements of operations.During 2016, 2015 and 2014, we recorded non-cash increases to our property and equipment related to vendor financing arrangements of $2,064.2million, $1,481.5 million and $975.3 million, respectively, which exclude related VAT of $277.9 million, $189.3 million and $114.9 million, respectively,that was also financed by our vendors under these arrangements. In addition, during 2016, 2015 and 2014, we recorded non-cash increases to our propertyand equipment related to assets acquired under capital leases of $111.6 million, $106.1 million and $127.2 million, respectively.II-145LIBERTY GLOBAL PLCNotes to Consolidated Financial Statements — (Continued)December 31, 2016, 2015 and 2014Most of our property and equipment is pledged as security under our various debt instruments. For additional information, see note 10.During the fourth quarter of 2014, we recorded an impairment charge of $68.7 million to reduce the carrying amount of certain of Ziggo’s internal-usesoftware assets to zero following our determination that these assets would have no future service potential for our combined operations in the Netherlands.GoodwillChanges in the carrying amount of our goodwill during 2016 are set forth below: January 1,2016 Acquisitionsand relatedadjustments Disposition (a) Foreigncurrencytranslationadjustments andother December 31, 2016 in millionsLiberty Global Group: European Division: U.K./Ireland$8,790.7 $12.9 $— $(1,391.3) $7,412.3Belgium1,777.1 330.7 — (75.1) 2,032.7The Netherlands7,851.3 — (7,621.2) (230.1) —Germany3,104.4 — — (91.2) 3,013.2Switzerland/Austria3,500.4 11.8 — (68.8) 3,443.4Total Western Europe25,023.9 355.4 (7,621.2) (1,856.5) 15,901.6Central and Eastern Europe1,186.9 1.9 — (44.4) 1,144.4Total European Division26,210.8 357.3 (7,621.2) (1,900.9) 17,046.0Corporate and other34.0 — (16.0) (0.3) 17.7Total Liberty Global Group26,244.8 357.3 (7,637.2) (1,901.2) 17,063.7LiLAC Group: LiLAC Division: CWC— 5,544.3 — (38.2) 5,506.1Chile377.0 — — 20.9 397.9Puerto Rico277.7 — — — 277.7Total LiLAC Division654.7 5,544.3 — (17.3) 6,181.7Corporate and other (b)120.9 — — — 120.9Total LiLAC Group775.6 5,544.3 — (17.3) 6,302.6Total$27,020.4 $5,901.6 $(7,637.2) $(1,918.5) $23,366.3_______________ (a)Represents goodwill associated with Ziggo Group Holding, which was contributed to the Dutch JV on December 31, 2016. For additional information,see note 5.(b)Represents enterprise-level goodwill that is allocated to our Puerto Rico segment for purposes of our impairment tests.Based on the results of our October 1, 2016 goodwill impairment test, a hypothetical decline of 20% or more in the fair value of any of CWC’s reportingunits could result in the need to record a goodwill impairment charge. At December 31, 2016, the aggregate goodwill associated with the CWC reportingunits was $5.5 billion. If, among other factors, (i) the equity values of the LiLAC Group were to remain depressed or decline further or (ii) the adverse impactsof economic, competitive, regulatory or other factors were to cause our results of operations or cash flows to be worse than anticipated, we could conclude infuture periodsII-146LIBERTY GLOBAL PLCNotes to Consolidated Financial Statements — (Continued)December 31, 2016, 2015 and 2014that impairment charges are required in order to reduce the carrying values of our goodwill and, to a lesser extent, other long-lived assets. Any suchimpairment charges could be significant.At December 31, 2016 and 2015 and based on exchange rates as of those dates, our accumulated goodwill impairments were $180.4 million and $186.8million, respectively. These amounts represent accumulated impairments related to our broadband communications operations in Romania, which operationsare included within the European Division’s Central and Eastern Europe segment.Changes in the carrying amount of our goodwill during 2015 are set forth below: January 1,2015 Acquisitionsand relatedadjustments Foreigncurrencytranslationadjustments andother December 31, 2015 in millions Liberty Global Group: European Division: U.K./Ireland$9,245.1 $58.7 $(513.1) $8,790.7Belgium1,978.9 — (201.8) 1,777.1The Netherlands8,605.0 142.2 (895.9) 7,851.3Germany3,456.9 — (352.5) 3,104.4Switzerland/Austria3,591.9 — (91.5) 3,500.4Total Western Europe26,877.8 200.9 (2,054.8) 25,023.9Central and Eastern Europe1,302.1 7.3 (122.5) 1,186.9Total European Division28,179.9 208.2 (2,177.3) 26,210.8Corporate and other34.4 — (0.4) 34.0Total Liberty Global Group28,214.3 208.2 (2,177.7) 26,244.8LiLAC Group: LiLAC Division: Chile440.3 — (63.3) 377.0Puerto Rico226.1 51.6 — 277.7Total LiLAC Division666.4 51.6 (63.3) 654.7Corporate and other (a)120.9 — — 120.9Total LiLAC Group787.3 51.6 (63.3) 775.6Total$29,001.6 $259.8 $(2,241.0) $27,020.4_______________ (a)Represents enterprise-level goodwill that is allocated to our Puerto Rico segment for purposes of our impairment tests.II-147LIBERTY GLOBAL PLCNotes to Consolidated Financial Statements — (Continued)December 31, 2016, 2015 and 2014Intangible Assets Subject to Amortization, NetThe details of our intangible assets subject to amortization are set forth below: Estimated useful lifeat December 31,2016 December 31, 2016 December 31, 2015 Grosscarryingamount Accumulatedamortization Net carryingamount Grosscarryingamount Accumulatedamortization Net carryingamount in millions Customer relationships:4 to 15 years Liberty Global Group $5,499.4 $(3,404.5) $2,094.9 $10,285.3 $(3,410.7) $6,874.6LiLAC Group 1,303.3 (160.1) 1,143.2 149.0 (31.7) 117.3Total 6,802.7 (3,564.6) 3,238.1 10,434.3 (3,442.4) 6,991.9Other:2 to 20 years Liberty Global Group 478.3 (150.0) 328.3 205.3 (104.8) 100.5LiLAC Group 99.0 (7.7) 91.3 0.2 (0.1) 0.1Total 577.3 (157.7) 419.6 205.5 (104.9) 100.6Total intangible assets subject to amortization, net: Liberty Global Group 5,977.7 (3,554.5) 2,423.2 10,490.6 (3,515.5) 6,975.1LiLAC Group 1,402.3 (167.8) 1,234.5 149.2 (31.8) 117.4Total $7,380.0 $(3,722.3) $3,657.7 $10,639.8 $(3,547.3) $7,092.5Amortization expense related to intangible assets with finite useful lives was $1,249.2 million, $1,324.4 million and $1,098.5 million during 2016, 2015and 2014, respectively. Based on our amortizable intangible asset balances at December 31, 2016, we expect that amortization expense will be as follows forthe next five years and thereafter. The U.S. dollar equivalents of such amortization expense amounts as of December 31, 2016 are presented below (inmillions): 2017$919.42018857.52019785.52020405.92021244.2Thereafter445.2Total$3,657.7Other Indefinite-lived Intangible AssetsAt December 31, 2016 and 2015, our other indefinite-lived intangible assets aggregated $610.3 million and $690.5 million, respectively, including$432.8 million at each of December 31, 2016 and 2015 related to the cable television franchise rights of Liberty Puerto Rico. Our other indefinite-livedintangible assets are included in other assets, net, in our consolidated balance sheets.II-148LIBERTY GLOBAL PLCNotes to Consolidated Financial Statements — (Continued)December 31, 2016, 2015 and 2014(10) Debt and Capital Lease ObligationsDebtThe U.S. dollar equivalents of the components of our debt are as follows: December 31, 2016 Estimated fair value (c) Principal amountWeightedaverageinterestrate (a) Unused borrowing capacity (b) Borrowingcurrency U.S. $equivalent December 31, December 31, 2016 2015 2016 2015 in millionsLiberty Global Group: VM Notes5.60% — $— $9,311.0 $10,594.1 $9,041.0 $10,551.5VM Credit Facilities3.69% (d) 833.3 4,531.5 3,413.7 4,505.5 3,471.1Unitymedia Notes5.01% — — 7,679.7 7,631.6 7,419.3 7,682.0Unitymedia Revolving CreditFacilities— €500.0 527.4 — — — —UPCB SPE Notes4.88% — — 1,783.7 3,131.7 1,772.8 3,142.0UPC Holding Senior Notes6.59% — — 1,569.8 1,601.4 1,451.5 1,491.1UPC Broadband HoldingBank Facility3.83% €990.1 1,044.3 2,811.9 1,284.3 2,782.8 1,305.0Telenet Credit Facility3.46% €545.0 574.9 3,210.0 1,443.0 3,187.5 1,474.5Telenet SPE Notes5.76% — — 1,383.9 2,155.8 1,297.3 2,097.2Vendor financing (e) (f)3.78% — — 2,284.5 1,688.9 2,284.5 1,688.9ITV Collar Loan1.35% — — 1,323.7 1,547.9 1,336.2 1,594.7Sumitomo Collar Loan (g)1.88% — — 499.7 805.6 488.2 787.6Derivative-related debtinstruments (h)3.43% — — 450.7 — 426.3 —Ziggo Group Holding debt— (f) (f) (f) 7,698.8 (f) 7,861.3Other (i)3.85% — — 558.7 395.0 564.5 291.8Total Liberty Global Group4.56% 2,979.9 37,398.8 43,391.8 36,557.4 43,438.7LiLAC Group: CWC Notes7.31% — — 2,319.6 — 2,181.1 —CWC Credit Facilities5.11% $756.5 756.5 1,427.9 — 1,411.9 —VTR Finance Senior SecuredNotes6.88% — — 1,463.9 1,301.1 1,400.0 1,400.0VTR Credit Facility— (j) 192.8 — — — —Liberty Puerto Rico BankFacility5.11% $40.0 40.0 935.2 913.0 942.5 942.5Vendor Financing5.50% — — 48.9 — 48.9 —Total LiLAC Group6.33% 989.3 6,195.5 2,214.1 5,984.4 2,342.5Total debt beforeunamortized premiums,discounts and deferredfinancing costs4.81% $3,969.2 $43,594.3 $45,605.9 $42,541.8 $45,781.2II-149LIBERTY GLOBAL PLCNotes to Consolidated Financial Statements — (Continued)December 31, 2016, 2015 and 2014The following table provides a reconciliation of total debt before unamortized premiums, discounts and deferred financing costs to total debt and capitallease obligations: December 31, 2016 2015 in millions Total debt before unamortized premiums, discounts and deferred financing costs$42,541.8 $45,781.2Unamortized premiums (discounts), net44.5 (46.7)Unamortized deferred financing costs(270.4) (308.2)Total carrying amount of debt42,315.9 45,426.3Capital lease obligations (h) (k)1,242.8 1,322.8Total debt and capital lease obligations43,558.7 46,749.1Current maturities of debt and capital lease obligations(2,775.1) (2,537.9)Long-term debt and capital lease obligations$40,783.6 $44,211.2_______________ (a)Represents the weighted average interest rate in effect at December 31, 2016 for all borrowings outstanding pursuant to each debt instrument,including any applicable margin. The interest rates presented represent stated rates and do not include the impact of derivative instruments, deferredfinancing costs, original issue premiums or discounts and commitment fees, all of which affect our overall cost of borrowing. Including the effects ofderivative instruments, original issue premiums or discounts and commitment fees, but excluding the impact of financing costs, our weighted averageinterest rate on our aggregate variable- and fixed-rate indebtedness was 5.0% (including 4.7% for the Liberty Global Group and 6.8% for the LiLACGroup) at December 31, 2016. For information regarding our derivative instruments, see note 7.II-150LIBERTY GLOBAL PLCNotes to Consolidated Financial Statements — (Continued)December 31, 2016, 2015 and 2014(b)Unused borrowing capacity represents the maximum availability under the applicable facility at December 31, 2016 without regard to covenantcompliance calculations or other conditions precedent to borrowing. At December 31, 2016, based on the applicable leverage covenants, the fullamount of unused borrowing capacity was available to be borrowed under each of the respective subsidiary facilities and there were no restrictions onthe respective subsidiary's ability to make loans or distributions from this availability to Liberty Global or its subsidiaries or other equity holders,except as shown in the table below. In the following table, for each facility that is subject to limitations on borrowing availability, we present (i) theactual borrowing availability under the respective facility and (ii) for each subsidiary where the ability to make loans or distributions from thisavailability is limited, the amount that can be loaned or distributed to Liberty Global or its subsidiaries or other equity holders. The amounts presentedbelow assume no changes from December 31, 2016 borrowing levels and are based on the applicable covenant and other limitations in effect withineach borrowing group at December 31, 2016, both before and after considering the impact of the completion of the December 31, 2016 compliancerequirements. For information concerning certain refinancing transactions completed subsequent to December 31, 2016 that could have an impact onunused borrowing capacity and/or the availability to be borrowed, loaned or distributed, see note 20. December 31, 2016 Upon completion of relevantDecember 31, 2016 compliancereporting requirements Borrowingcurrency U.S. $equivalent Borrowingcurrency U.S. $equivalent in millionsLimitation on availability to be borrowed under: Unitymedia Revolving Credit Facilities €434.5 $458.3 €500.0 $527.4UPC Broadband Holding Bank Facility €676.0 $713.0 €990.1 $1,044.3CWC Credit Facilities $612.5 $612.5 $612.5 $612.5 Limitation on availability to be loaned or distributed by: Virgin Media £539.3 $665.8 £675.0 $833.3Unitymedia €17.0 $17.9 €211.5 $223.1(c)The estimated fair values of our debt instruments are determined using the average of applicable bid and ask prices (mostly Level 1 of the fair valuehierarchy) or, when quoted market prices are unavailable or not considered indicative of fair value, discounted cash flow models (mostly Level 2 of thefair value hierarchy). The discount rates used in the cash flow models are based on the market interest rates and estimated credit spreads of theapplicable entity, to the extent available, and other relevant factors. For additional information regarding fair value hierarchies, see note 8.(d)The VM Revolving Facility (as defined and described under VM Credit Facilities below) is a multi-currency revolving facility with maximumborrowing capacity equivalent to £675.0 million ($833.3 million).(e)Represents amounts owed pursuant to interest-bearing vendor financing arrangements that are used to finance certain of our property and equipmentadditions and, to a lesser extent, certain of our operating expenses, including amounts associated with Ziggo Group Holding at December 31, 2015.These obligations are generally due within one year and include VAT that was paid on our behalf by the vendor. Repayments of vendor financingobligations are included in repayments and repurchases of debt and capital lease obligations in our consolidated statements of cash flows.(f)On December 31, 2016, we completed the Dutch JV Transaction. For additional information, see note 5.(g)During 2016, the first two tranches of the Sumitomo Collar Loan were settled, resulting in a loss on debt modification and extinguishment, net, of $9.6million. For information regarding the Sumitomo Collar Loan, see note 7.(h)Represents amounts associated with certain derivative-related borrowing instruments, including $128.9 million carried at fair value. For informationregarding fair value hierarchies, see note 8.(i)The December 31, 2016 balance includes (i) $215.5 million associated with the Sumitomo Share Loan, which is carried at fair value, and (ii) $116.0million of debt collateralized by certain trade receivables of Virgin Media. For informationII-151LIBERTY GLOBAL PLCNotes to Consolidated Financial Statements — (Continued)December 31, 2016, 2015 and 2014regarding fair value hierarchies, see note 8.(j)The VTR Credit Facility is the senior secured credit facility of VTR and certain of its subsidiaries and comprises a $160.0 million facility (the VTRDollar Credit Facility) and a CLP 22.0 billion ($32.8 million) facility (the VTR Peso Credit Facility), each of which were undrawn at December 31,2016. The VTR Dollar Credit Facility and the VTR Peso Credit Facility have fees on unused commitments of 1.1% and 1.34% per year, respectively.The interest rate for the VTR Dollar Credit Facility is LIBOR plus a margin of 2.75%. The interest rate for the VTR Peso Credit Facility is theapplicable interbank offered rate for Chilean pesos in the relevant interbank market plus a margin of 3.35%. Borrowings under the VTR Dollar CreditFacility and the VTR Peso Credit Facility mature in January 2020 and January 2019, respectively.(k)The U.S. dollar equivalents of our consolidated capital lease obligations are as follows: December 31, 2016 2015 in millionsLiberty Global Group: Unitymedia (1)$657.0 $703.1Telenet (2)374.0 371.1Virgin Media91.2 159.5Other subsidiaries98.9 88.2Total — Liberty Global Group1,221.1 1,321.9LiLAC Group: CWC20.8 —VTR0.7 0.3Liberty Puerto Rico0.2 0.6Total — LiLAC Group21.7 0.9Total$1,242.8 $1,322.8_______________ (1)Primarily represents Unitymedia’s obligations under duct network lease agreements with Telekom Deutschland GmbH (Deutsche Telekom), anoperating 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 lessorgenerally is not entitled to terminate these leases. For information regarding litigation involving these duct network lease agreements, see note17.(2)At December 31, 2016 and 2015, Telenet’s capital lease obligations included €341.2 million ($359.9 million) and €329.3 million ($347.3million), respectively, associated with Telenet’s lease of the broadband communications network of the four associations of municipalities inBelgium, which we refer to as the pure intercommunalues or the “PICs.” All capital expenditures associated with the PICs network are initiatedby 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 notinclude Telenet’s commitment related to certain operating costs associated with the PICs network. For additional information regarding thiscommitment, see note 17.General InformationAt December 31, 2016, most of our outstanding debt had been incurred by one of our seven primary "borrowing groups." These borrowing groupsinclude the respective restricted parent and subsidiary entities within Virgin Media, Unitymedia, UPC Holding, Telenet, CWC, VTR Finance and LibertyPuerto Rico.Credit Facilities. Each of our borrowing groups has entered into one or more credit facility agreements with certain financial institutions. Each of thesecredit facilities contain certain covenants, the more notable of which are as follows:II-152LIBERTY GLOBAL PLCNotes to Consolidated Financial Statements — (Continued)December 31, 2016, 2015 and 2014•Our credit facilities contain certain consolidated net leverage ratios, as specified in the relevant credit facility, which are required to be compliedwith on an incurrence and/or maintenance basis;•Our credit facilities contain certain restrictions which, among other things, restrict the ability of the members of the relevant borrowing group to (i)incur or guarantee certain financial indebtedness, (ii) make certain disposals and acquisitions, (iii) create certain security interests over their assets,in each case, subject to certain customary and agreed exceptions and (iv) make certain restricted payments to their direct and/or indirect parentcompanies (and indirectly to Liberty Global) through dividends, loans or other distributions, subject to compliance with applicable covenants;•Our credit facilities require that certain members of the relevant borrowing group guarantee the payment of all sums payable under the relevantcredit facility and such group members are required to grant first-ranking security over their shares or, in certain borrowing groups, over substantiallyall of their assets to secure the payment of all sums payable thereunder;•In addition to certain mandatory prepayment events, the instructing group of lenders under the relevant credit facility may cancel the commitmentsthereunder and declare the loans thereunder due and payable after the applicable notice period following the occurrence of a change of control (asspecified in the relevant credit facility);•Our credit facilities contain certain customary events of default, the occurrence of which, subject to certain exceptions and materiality qualifications,would allow the instructing group of lenders to (i) cancel the total commitments, (ii) accelerate all outstanding loans and terminate theircommitments thereunder and/or (iii) declare that all or part of the loans be payable on demand;•Our credit facilities require members of the relevant borrowing group to observe certain affirmative and negative undertakings and covenants, whichare 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 withrespect to other indebtedness of members of the relevant borrowing group, subject to agreed minimum thresholds and other customary and agreedexceptions. Senior and Senior Secured Notes. Certain of our borrowing groups have issued senior and/or senior secured notes. In general, our senior and seniorsecured notes (i) are senior obligations of each respective issuer within the relevant borrowing group that rank equally with all of the existing and futuresenior debt of such issuer and are senior to all existing and future subordinated debt of each respective issuer within the relevant borrowing group, (ii)contain, in most instances, certain guarantees from other members of the relevant borrowing group (as specified in the applicable indenture) and (iii) withrespect 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. Inaddition, 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 expirationof any applicable grace period, or any acceleration with respect to other indebtedness of the issuer or certain subsidiaries, over agreed minimumthresholds (as specified under the applicable indenture), is an event of default under the respective notes;•Our notes contain certain restrictions that, among other things, restrict the ability of the members of the relevant borrowing group to (i) incur orguarantee certain financial indebtedness, (ii) make certain disposals and acquisitions, (iii) create certain security interests over their assets, in eachcase, subject to certain customary and agreed exceptions and (iv) make certain restricted payments to its direct and/or indirect parent companies (andindirectly to Liberty Global) through dividends, loans or other distributions, subject to compliance with applicable covenants;•If the relevant issuer or certain of its subsidiaries (as specified in the applicable indenture) sell certain assets, such issuer must offer to repurchase theapplicable notes at par, or if a change of control (as specified in the applicable indenture) occurs, such issuer must offer to repurchase all of therelevant notes at a redemption price of 101%; andII-153LIBERTY GLOBAL PLCNotes to Consolidated Financial Statements — (Continued)December 31, 2016, 2015 and 2014•Our senior secured notes contain certain early redemption provisions including the ability to, during each 12-month period commencing on theissue date for such notes until the applicable call date, redeem up to 10% of the principal amount of the notes to be redeemed at a redemption priceequal 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 offacilitating the offering of senior and senior secured notes, which we collectively refer to as the "SPE Notes." In this regard, SPE Notes have been issued, andare outstanding at December 31, 2016, by UPCB Finance IV Limited (UPCB Finance IV, the UPCB SPE), and Telenet Finance V Luxembourg S.C.A.(Telenet Finance V) and Telenet Finance VI Luxembourg S.C.A. (Telenet Finance VI), collectively the "Telenet SPEs."The SPEs used the proceeds from the issuance of SPE Notes to fund term loan facilities under their respective borrowing group (as further describedbelow), each a “Funded Facility” and collectively the “Funded Facilities.” Each SPE is dependent on payments from the relevant borrower under theapplicable Funded Facility in order to service its payment obligations under each respective SPE Note. Although none of the respective borrowing entitiesunder 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 inthe respective SPE for which the relevant borrowing entity is the primary beneficiary. As such, each borrowing entity under the relevant Funded Facility andits parent entities, including Liberty Global, are required to consolidate the relevant SPEs. As a result, the amounts outstanding under the Funded Facilitiesare 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 callprovisions, maturity and applicable interest rate for each Funded Facility are the same as those of the related SPE Notes. The SPEs, as lenders under therelevant credit facility for each respective borrowing group, are treated the same as the other lenders under the respective credit facility, with benefits, rightsand protections similar to those afforded to the other lenders. Through the covenants in the applicable SPE Indentures and the applicable security interestsover (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’sobligations under the relevant SPE Notes, the holders of the SPE Notes are provided indirectly with the benefits, rights, protections and covenants granted tothe SPEs as lenders under the respective credit facility. The SPEs are prohibited from incurring any additional indebtedness, subject to certain exceptionsunder the SPE Indentures.II-154LIBERTY GLOBAL PLCNotes to Consolidated Financial Statements — (Continued)December 31, 2016, 2015 and 2014VM NotesThe details of the outstanding notes of Virgin Media as of December 31, 2016 are summarized in the following table: Originalissue amount Outstanding principalamount Estimatedfair value Carryingvalue (a)VM Notes Maturity Interestrate Borrowingcurrency U.S. $equivalent in millionsVM Senior Notes (b): 2022 VM Senior Notes: 2022 VM 4.875% Dollar Senior NotesFebruary 15, 2022 4.875% $118.7 $118.7 $118.7 $105.8 $119.32022 VM 5.25% Dollar Senior NotesFebruary 15, 2022 5.250% $95.0 $95.0 95.0 85.0 95.52022 VM Sterling Senior NotesFebruary 15, 2022 5.125% £44.1 £44.1 54.4 55.3 54.82023 VM Senior Notes: 2023 VM Dollar Senior NotesApril 15, 2023 6.375% $530.0 $530.0 530.0 551.9 523.12023 VM Sterling Senior NotesApril 15, 2023 7.000% £250.0 £250.0 308.6 334.9 304.62024 VM Senior Notes: 2024 VM Dollar Senior NotesOctober 15, 2024 6.000% $500.0 $500.0 500.0 513.1 495.52024 VM Sterling Senior NotesOctober 15, 2024 6.375% £300.0 £300.0 370.3 393.0 367.72025 VM Senior Notes: 2025 VM Euro Senior NotesJanuary 15, 2025 4.500% €460.0 €460.0 485.2 502.7 479.82025 VM Dollar Senior NotesJanuary 15, 2025 5.750% $400.0 $400.0 400.0 399.3 396.4 VM Senior Secured Notes (c): January 2021 VM Senior Secured Notes: January 2021 VM Sterling Senior SecuredNotesJanuary 15, 2021 5.500% £628.4 £628.4 775.8 860.6 782.7January 2021 VM Dollar Senior SecuredNotesJanuary 15, 2021 5.250% $447.9 $447.9 447.9 475.3 456.0April 2021 VM Sterling Senior Secured NotesApril 15, 2021 6.000% £1,100.0 £640.0 790.1 824.6 782.72025 VM Senior Secured Notes: 2025 VM 5.5% Sterling Senior SecuredNotesJanuary 15, 2025 5.500% £430.0 £387.0 477.8 495.7 475.82025 VM 5.125% Sterling Senior SecuredNotesJanuary 15, 2025 5.125% £300.0 £300.0 370.3 380.8 367.02025 VM Dollar Senior Secured NotesJanuary 15, 2025 5.500% $425.0 $425.0 425.0 432.4 423.32026 VM Senior Secured Notes: 2026 VM 5.25% Dollar Senior SecuredNotesJanuary 15, 2026 5.250% $1,000.0 $1,000.0 1,000.0 991.3 1,002.02026 VM 5.5% Dollar Senior Secured NotesAugust 15, 2026 5.500% $750.0 $750.0 750.0 751.4 742.82027 VM Senior Secured NotesJanuary 15, 2027 4.875% £525.0 £525.0 648.1 637.6 645.62029 VM Senior Secured NotesMarch 28, 2029 6.250% £400.0 £400.0 493.8 520.3 494.8Total $9,041.0 $9,311.0 $9,009.4II-155LIBERTY GLOBAL PLCNotes to Consolidated Financial Statements — (Continued)December 31, 2016, 2015 and 2014_______________(a)Amounts include the impact of premiums, including amounts recorded in connection with the acquisition accounting for Virgin Media, and deferredfinancing costs, where applicable.(b)The VM Senior Notes were issued by Virgin Media Finance PLC (Virgin Media Finance), a wholly-owned subsidiary of Virgin Media.(c)The VM Senior Secured Notes were issued by Virgin Media Secured Finance PLC (Virgin Media Secured Finance), a wholly-owned subsidiary ofVirgin Media.Subject to the circumstances described below, the VM Notes are non-callable prior to the applicable call date (VM Call Date) as presented in the belowtable. At any time prior to the respective VM Call Date, Virgin Media Secured Finance or Virgin Media Finance may redeem some or all of the applicablenotes by paying a “make-whole” premium, which is the present value of all remaining scheduled interest payments to the applicable VM Call Date using thediscount 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 VMSenior Secured Notes).VM Notes VM Call Date 2022 VM Senior Notes(a)2023 VM Senior NotesApril 15, 20182024 VM Senior NotesOctober 15, 20192025 VM Senior NotesJanuary 15, 2020January 2021 VM Senior Secured Notes(a)April 2021 VM Sterling Senior Secured NotesApril 15, 20172025 VM 5.5% Sterling Senior Secured NotesJanuary 15, 20192025 VM Dollar Senior Secured NotesJanuary 15, 20192025 VM 5.125% Sterling Senior Secured NotesJanuary 15, 20202026 VM 5.25% Dollar Senior Secured NotesJanuary 15, 20202026 VM 5.5% Dollar Senior Secured NotesAugust 15, 20212027 VM Senior Secured NotesJanuary 15, 20212029 VM Senior Secured NotesJanuary 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 notesmay be redeemed by paying a “make-whole” premium, which is the present value of all remaining scheduled interest payments to the respectivematurity date.II-156LIBERTY GLOBAL PLCNotes to Consolidated Financial Statements — (Continued)December 31, 2016, 2015 and 2014Virgin Media Finance or Virgin Media Secured Finance (as applicable) may redeem some or all of the VM Senior Notes and the VM Senior SecuredNotes (with the exception of the 2022 VM Senior Notes and the January 2021 VM Senior Secured Notes) at the following redemption prices (expressed as apercentage of the principal amount) plus accrued and unpaid interest and additional amounts (as specified in the applicable indenture), if any, to theapplicable redemption date, as set forth below: Redemption price 2023 VM DollarSenior Notes 2023 VMSterling SeniorNotes 2024 VM DollarSenior Notes 2024 VMSterling SeniorNotes 2025 VM DollarSenior Notes 2025 VM EuroSenior Notes April 2021 VMDollar SeniorSecured Notes 12-month periodcommencing April 15 April 15 October 15 October 15 January 15 January 15 April 15 2017 N.A. N.A. N.A. N.A. N.A N.A 102.688%2018 103.188% 103.500% N.A. N.A. N.A N.A 101.344%2019 102.125% 102.333% 103.000% 103.188% N.A N.A 100.000%2020 101.063% 101.667% 102.000% 102.125% 102.875% 102.250% 100.000%2021 100.000% 100.000% 101.000% 101.063% 101.917% 101.500% N.A.2022 100.000% 100.000% 100.000% 100.000% 100.958% 100.750% N.A.2023 N.A. N.A. 100.000% 100.000% 100.000% 100.000% N.A.2024 and thereafter N.A. N.A. N.A. N.A. 100.000% 100.000% N.A. Redemption Price April 2021 VMSterling SeniorSecured Notes 2025 VM 5.5%Sterling SeniorSecured Notes 2025 VMDollar SeniorSecured Notes 2025 VM5.125%Sterling SeniorSecured Notes 2026 VM5.25% DollarSenior SecuredNotes 2026 VM 5.5%Dollar SeniorSecured Notes 2027 VMSenior SecuredNotes 2029 VMSeniorSecuredNotes 12-month periodcommencing April 15 January 15 January 15 January 15 January 15 August 15 January 15 January 15 2017 103.000% N.A. N.A. N.A. N.A. N.A. N.A. N.A.2018 101.500% N.A. N.A. N.A. N.A. N.A. N.A. N.A.2019 100.000% 102.750% 102.750% N.A. N.A. N.A. N.A. N.A.2020 100.000% 101.833% 101.833% 102.563% 102.625% N.A. N.A. N.A.2021 N.A. 100.000% 100.000% 101.708% 101.313% 102.750% 102.438% 103.125%2022 N.A. 100.000% 100.000% 100.854% 100.656% 101.375% 101.219% 102.083%2023 N.A. 100.000% 100.000% 100.000% 100.000% 100.688% 100.609% 101.042%2024 and thereafter N.A. 100.000% 100.000% 100.000% 100.000% 100.000% 100.000% 100.000%2016 Refinancing Transactions. In April 2016, Virgin Media Secured Finance issued the 2026 VM 5.5% Dollar Senior Secured Notes. The net proceedsfrom the 2026 VM 5.5% Dollar Senior Secured Notes were used to repay in full the then outstanding amount under the VM Revolving Facility and forgeneral corporate purposes.For information regarding a refinancing transaction completed subsequent to December 31, 2016 that impacts the VM Notes, see note 20.2015 and 2014 Refinancing Transactions. During 2015 and 2014, Virgin Media completed a number of refinancing transactions that generally resultedin lower interest rates and extended maturities. In connection with these transactions, Virgin Media recognized gains (losses) on debt modification andextinguishment, net, of ($44.3 million) and $32.3 million during 2015 and 2014, respectively,II-157LIBERTY GLOBAL PLCNotes to Consolidated Financial Statements — (Continued)December 31, 2016, 2015 and 2014which includes (i) the write-off of deferred financing costs of $28.6 million and $15.6 million, respectively, (ii) the payment of redemption premiums of $10.7million and $123.0 million, respectively, (iii) the write-off of net unamortized (discounts) premiums ($4.2 million) and $170.9 million, respectively, and (iv)the payment of third-party costs of $0.8 million and nil, respectively.VM Credit FacilitiesThe VM Credit Facilities are the senior and senior secured credit facilities of certain subsidiaries of Virgin Media. The details of our borrowings underthe VM Credit Facilities as of December 31, 2016 are summarized in the following table:VM Credit Facilities Maturity Interest rate Facility amount(in borrowingcurrency) Outstandingprincipal amount Unusedborrowingcapacity Carryingvalue (a) in millionsSenior Secured Facilities: EJune 30, 2023 LIBOR + 3.50% (b) £849.4 $1,048.6 $— $1,039.0IJanuary 31, 2025 LIBOR + 2.75% $3,400.0 3,400.0 — 3,349.7VM Revolving Facility(c)December 31, 2021 LIBOR + 2.75% (d) — 833.3 —Total Senior Secured Facilities 4,448.6 833.3 4,388.7Senior Facility: VM Financing FacilitySeptember 15, 2024 5.26% — 56.9 — 56.9Total $4,505.5 $833.3 $4,445.6 _______________(a)The carrying values of VM Facilities E and I are net of discounts and deferred financing costs.(b)VM Facility E has a LIBOR floor of 0.75%.(c)The VM Revolving Facility has a fee on unused commitments of 1.1% per year.(d)The VM Revolving Facility is a multi-currency revolving facility with a maximum borrowing capacity equivalent to £675.0 million ($833.3 million).2016 Refinancing Transactions. In October 2016, Virgin Media Receivables Financing Notes I Designated Activity Company (Virgin MediaReceivables Financing Company), a third-party special purpose financing entity that is not consolidated by Virgin Media or Liberty Global, issued £350.0million ($432.1 million) principal amount of 5.50% receivables financing notes due September 15, 2024 (the VM Receivables Financing Notes). The netproceeds from the VM Receivables Financing Notes are used to purchase certain vendor financed receivables of Virgin Media and its subsidiaries fromvarious third parties. To the extent that the proceeds from the VM Receivables Financing Notes exceed the amount of vendor financed receivables availableto be purchased, the excess proceeds are used to fund an excess cash facility (the VM Financing Facility) under a new credit facility of VMIH. Virgin MediaReceivables Financing Company can request the VM Financing Facility be repaid by VMIH as additional vendor financed receivables become available forpurchase.In December 2016, Virgin Media Bristol LLC entered into VM Facility I. VM Facility I was issued at 99.75% of par and is subject to a LIBOR floor of0.0%. The net proceeds from VM Facility I were used to prepay (i) in full the $1,855.0 million outstanding principal amount under VM Facility F, (ii) in fullthe $900.0 million outstanding principal under the April 2021 VM Dollar Senior Secured Notes, (iii) £350.0 million ($432.1 million) of the £990.0 million($1,222.2 million) outstanding principal amount under the April 2021 VM Sterling Senior Secured Notes and (iv) in full the £100.0 million ($123.5 million)outstanding principal amount under VM Facility D. In connection with these transactions, Virgin Media recognized a loss on debt modification andextinguishment, net, of $78.4 million. This loss includes (a) the payment of $52.6 million of redemption premium, (b) the write-off of $23.8 million ofdeferred financing costs and (c) the write-off of unamortized discount of $2.0 million.II-158LIBERTY GLOBAL PLCNotes to Consolidated Financial Statements — (Continued)December 31, 2016, 2015 and 2014For information regarding a refinancing transaction completed subsequent to December 31, 2016 that impacts the VM Credit Facilities, see note 20.Unitymedia NotesThe details of the Unitymedia Notes as of December 31, 2016 are summarized in the following table: Outstanding principalamount Unitymedia Notes Maturity Interestrate Original issueamount Borrowingcurrency U.S. $equivalent Estimatedfair value Carryingvalue (a) in millionsUM Senior Notes (b): 2025 UM Senior NotesJanuary 15, 2025 6.125% $900.0 $900.0 $900.0 $925.9 $895.32027 UM Senior NotesJanuary 15, 2027 3.750% €700.0 €700.0 738.3 702.3 732.6 UM Senior Secured Notes (c): 2022 UM Senior SecuredNotesSeptember 15, 2022 5.500% €650.0 €526.5 555.3 587.9 550.0January 2023 UM SeniorSecured Notes: January 2023 UM DollarSenior Secured NotesJanuary 15, 2023 5.500% $1,000.0 $1,000.0 1,000.0 1,037.5 992.7January 2023 5.75% UMEuro Senior Secured NotesJanuary 15, 2023 5.750% €500.0 €405.0 427.2 458.4 425.1January 2023 5.125% UMEuro Senior Secured NotesJanuary 21, 2023 5.125% €500.0 €405.0 427.2 453.6 425.6April 2023 UM SeniorSecured NotesApril 15, 2023 5.625% €350.0 €280.0 295.3 317.5 293.52025 UM Senior SecuredNotes: 2025 UM Euro SeniorSecured NotesJanuary 15, 2025 4.000% €1,000.0 €1,000.0 1,054.7 1,101.5 1,049.02025 UM Dollar SeniorSecured NotesJanuary 15, 2025 5.000% $550.0 $550.0 550.0 550.7 547.02026 UM Senior SecuredNotesFebruary 15, 2026 4.625% €420.0 €420.0 443.0 469.5 441.22027 UM Senior SecuredNotesJanuary 15, 2027 3.500% €500.0 €500.0 527.3 519.1 522.62029 UM Senior SecuredNotesJanuary 15, 2029 6.250% €475.0 €475.0 501.0 555.8 494.3Total $7,419.3 $7,679.7 $7,368.9_______________(a)Amounts are net of deferred financing costs.(b)The UM Senior Notes were issued by Unitymedia.(c)The UM Senior Secured Notes were issued by Unitymedia Hessen and Unitymedia NRW GmbH, each a subsidiary of Unitymedia (together, the UMSenior Secured Notes Issuers).II-159LIBERTY GLOBAL PLCNotes to Consolidated Financial Statements — (Continued)December 31, 2016, 2015 and 2014Subject to the circumstances described below, the Unitymedia Notes are non-callable prior to the applicable call date (UM Call Date) as presented in thebelow table. At any time prior to the respective UM Call Date, Unitymedia or the UM Senior Secured Notes Issuers may redeem some or all of the applicablenotes by paying a “make-whole” premium, which is the present value of all remaining scheduled interest payments to the applicable UM Call Date using thediscount rate (as specified in the applicable indenture) as of the redemption date plus 50 basis points.Unitymedia Notes UM Call Date 2025 UM Senior NotesJanuary 15, 20202027 UM Senior NotesJanuary 15, 20212022 UM Senior Secured NotesSeptember 15, 2017January 2023 UM Dollar Senior Secured NotesJanuary 15, 2018January 2023 5.75% UM Euro Senior Secured NotesJanuary 15, 2018January 2023 5.125% UM Euro Senior Secured NotesJanuary 21, 2018April 2023 UM Senior Secured NotesApril 15, 20182025 UM Senior Secured NotesJanuary 15, 20202026 UM Senior Secured NotesFebruary 15, 20212027 UM Senior Secured NotesJanuary 15, 20212029 UM Senior Secured NotesJanuary 15, 2021Unitymedia or the UM Senior Secured Notes Issuers (as applicable) may redeem some or all of the Unitymedia Notes at the following redemption prices(expressed as a percentage of the principal amount) plus accrued and unpaid interest and additional amounts (as specified in the applicable indenture), if any,to the applicable redemption date, as set forth below: Redemption price 2025 UM SeniorNotes 2027 UM SeniorNotes 2022 UM SeniorSecured Notes January 2023UM Dollar SeniorSecured Notes January 20235.75%UM Euro SeniorSecured Notes January 20235.125% UM EuroSenior SecuredNotes 12-month period commencing January 15 January 15 September 15 January 15 January 15 January 21 2017 N.A. N.A. 102.750% N.A. N.A. N.A.2018 N.A. N.A. 101.833% 102.750% 102.875% 102.563%2019 N.A. N.A. 100.917% 101.833% 101.917% 101.708%2020 103.063% N.A. 100.000% 100.917% 100.958% 100.854%2021 102.042% 101.875% 100.000% 100.000% 100.000% 100.000%2022 101.021% 100.938% N.A. 100.000% 100.000% 100.000%2023 100.000% 100.469% N.A. N.A. N.A. N.A.2024 and thereafter 100.000% 100.000% N.A. N.A. N.A. N.A.II-160LIBERTY GLOBAL PLCNotes to Consolidated Financial Statements — (Continued)December 31, 2016, 2015 and 2014 Redemption price April 2023 UMSenior SecuredNotes 2025 UM EuroSenior SecuredNotes 2025 UM DollarSenior SecuredNotes 2026 UM SeniorSecured Notes 2027 UM SeniorSecured Notes 2029 UM SeniorSecured Notes 12-month period commencing April 15 January 15 January 15 February 15 January 15 January 15 2018 102.813% N.A. N.A. N.A. N.A. N.A.2019 101.875% N.A. N.A. N.A. N.A. N.A.2020 100.938% 102.000% 102.500% N.A. N.A. N.A.2021 100.000% 101.333% 101.667% 102.313% 101.750% 103.125%2022 100.000% 100.667% 100.833% 101.156% 100.875% 102.083%2023 N.A. 100.000% 100.000% 100.578% 100.438% 101.042%2024 and thereafter N.A. 100.000% 100.000% 100.000% 100.000% 100.000%2016 Refinancing Transactions. In December 2015, the UM Senior Secured Notes Issuers, issued the 2026 UM Senior Secured Notes. A portion of the netproceeds from the 2026 UM Senior Secured Notes, which were held in escrow at December 31, 2015 as cash collateral, were used in January 2016 to redeem10% of the principal amount of each of the following series of notes: (i) the €585.0 million ($617.0 million) outstanding principal amount of 2022 UMSenior Secured Notes and (ii) the €450.0 million ($474.6 million) outstanding principal amount of the January 2023 5.125% UM Euro Senior Secured Notes,each at a redemption price equal to 103% of the applicable redeemed principal amount in accordance with the indentures governing each of the notes. Inconnection with these transactions, Unitymedia recognized a loss on debt modification and extinguishment, net, of $4.3 million in 2016. This loss includes(a) the payment of $3.4 million of redemption premium and (b) the write-off of $0.9 million of deferred financing costs.2015 and 2014 Refinancing Transactions. During 2015 and 2014, Unitymedia completed a number of refinancing transactions that generally resulted inlower interest rates and extended maturities. In connection with these transactions, Unitymedia recognized losses on debt modification and extinguishment,net, of $102.4 million and $130.8 million during 2015 and 2014, respectively. These losses include (i) the payment of redemption premiums of $98.8 millionand $115.1 million, respectively, (ii) the write-off of deferred financing costs of $2.2 million and $14.0 million, respectively, (iii) the write-off of unamortizeddiscounts of $1.4 million and $12.3 million, respectively, and (iv) the write-off of $10.6 million of unamortized premium in 2014.II-161LIBERTY GLOBAL PLCNotes to Consolidated Financial Statements — (Continued)December 31, 2016, 2015 and 2014Unitymedia Revolving Credit FacilitiesThe Unitymedia Revolving Credit Facilities are the senior secured credit facilities of certain subsidiaries of Unitymedia. The details of our borrowingsunder the Unitymedia Revolving Credit Facilities as of December 31, 2016 are summarized in the following table:Unitymedia Facility Maturity Interest rate Facility amount(in borrowingcurrency) Outstandingprincipal amount Unusedborrowingcapacity (a) Carryingvalue in millions UM Senior SecuredFacility (b)December 31, 2020 EURIBOR + 2.75% €420.0 $— $443.0 $—UM Super SeniorSecured Facility (c)December 31, 2020 EURIBOR + 2.25% €80.0 — 84.4 —Total $— $527.4 $—_______________ (a)At December 31, 2016, our availability under the Unitymedia Revolving Credit Facilities was limited to €434.5 million ($458.3 million). When therelevant December 31, 2016 compliance reporting requirements have been completed, and assuming no changes from December 31, 2016 borrowinglevels, we anticipate the full amount of unused borrowing capacity under the Unitymedia Revolving Credit Facilities will be available to be borrowed.The Unitymedia Revolving Credit Facilities may be used for general corporate and working capital purposes.(b)The UM Senior Secured Facility has a fee on unused commitments of 1.1% per year.(c)The UM Super Senior Secured Facility has a fee on unused commitments of 0.9% per year and is senior with respect to the priority of proceeds receivedfrom the enforcement of shared collateral to (i) the Unitymedia Notes and (ii) the UM Senior Secured Facility.UPCB SPE NotesThe details of the UPCB SPE Notes as of December 31, 2016 are summarized in the following table: Outstanding principalamount UPCB SPE Notes Maturity Interest rate Original issueamount Borrowingcurrency U.S. $equivalent Estimatedfair value Carryingvalue (a) in millionsUPCB Finance IV Dollar NotesJanuary 15, 2025 5.375% $1,140.0 $1,140.0 $1,140.0 $1,149.3 $1,132.1UPCB Finance IV Euro NotesJanuary 15, 2027 4.000% €600.0 €600.0 632.8 634.4 627.9Total $1,772.8 $1,783.7 $1,760.0 _______________ (a)Amounts are net of discounts and deferred financing costs, where applicable.Subject to the circumstances described below, the UPCB Finance IV Dollar Notes are non-callable until January 15, 2020 and the UPCB Finance IV EuroNotes are non-callable until January 15, 2021 (each a UPCB SPE Notes Call Date). If, however, at any time prior to the applicable UPCB SPE Notes CallDate, all or a portion of the loans under the related UPCB SPE Funded Facility are voluntarily prepaid (a UPCB Early Redemption Event), then the UPCBSPE 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 underthe relevant UPCB SPE Funded Facility. In general, the redemption price payable will equal 100% of the principal amount of the applicable UPCB SPENotes to be redeemed and a “make-whole” premium, which is the present value of all remaining scheduled interest paymentsII-162LIBERTY GLOBAL PLCNotes to Consolidated Financial Statements — (Continued)December 31, 2016, 2015 and 2014to the applicable UPCB SPE Notes Call Date using the discount rate (as specified in the applicable indenture) as of the redemption date plus 50 basis points.Upon the occurrence of a UPCB Early Redemption Event on or after the applicable UPCB SPE Notes Call Date, the UPCB SPE will redeem an aggregateprincipal 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), ifany, to the applicable redemption date, as set forth below: Redemption price UPCB Finance IVDollar Notes UPCB Finance IVEuro Notes 12-month period commencing January 15 January 15 2020 102.688% N.A.2021 101.792% 102.000%2022 100.896% 101.000%2023 100.000% 100.500%2024 and thereafter 100.000% 100.000%2016 Refinancing Transactions. In August 2016, UPC Broadband Holding entered into UPC Facility AN (as defined and described below). A portion ofthe net proceeds from UPC Facility AN were ultimately used to redeem (i) in full the amount outstanding under the UPCB Finance V Notes and (ii) 10% ofthe original principal amount under the UPCB Finance VI Notes, as further described below under UPC Broadband Holding Bank Facility - 2016Refinancing Transactions.In November 2016, UPC Financing and UPC Broadband Holding entered into UPC Facility AO (as defined and described below). A portion of the netproceeds from UPC Facility AO were ultimately used to redeem the remaining outstanding amount under the UPCB Finance VI Notes, as further describedbelow under UPC Broadband Holding Bank Facility - 2016 Refinancing Transactions.2015 Refinancing Transactions. During 2015, UPC Holding completed a number of refinancing transactions that generally resulted in lower interestrates and extended maturities. In connection with these transactions, UPC Holding recognized losses on debt modification and extinguishment, net, of $59.6million. These losses includes (i) the payment of $54.3 million of redemption premium and (ii) the write-off of $5.3 million of deferred financing costs.UPC Holding Senior NotesThe details of the UPC Holding Senior Notes as of December 31, 2016 are summarized in the following table: Outstanding principalamount UPC Holding Senior Notes Maturity Borrowingcurrency U.S. $equivalent Estimatedfair value Carryingvalue (a) in millions UPC Holding 6.375% Senior NotesSeptember 15, 2022 €600.0 $632.8 $675.9 $625.9UPC Holding 6.75% Senior Notes: UPC Holding 6.75% Euro Senior NotesMarch 15, 2023 €450.0 474.6 518.8 472.6UPC Holding 6.75% CHF Senior NotesMarch 15, 2023 CHF350.0 344.1 375.1 342.5Total $1,451.5 $1,569.8 $1,441.0II-163LIBERTY GLOBAL PLCNotes to Consolidated Financial Statements — (Continued)December 31, 2016, 2015 and 2014_______________(a)Amounts are net of discounts and deferred financings costs, where applicable.At any time prior to September 15, 2017, in the case of the UPC Holding 6.375% Senior Notes, and March 15, 2018, in the case of the UPC Holding6.75% Senior Notes, UPC Holding may redeem some or all of such UPC Holding Senior Notes by paying a “make-whole” premium, which is the presentvalue of all scheduled interest payments until September 15, 2017 or March 15, 2018 (as applicable) using the discount rate (as specified in the applicableindenture) 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 principalamount) plus accrued and unpaid interest and additional amounts (as specified in the applicable indenture), if any, to the applicable redemption date, as setforth below: Redemption price UPC Holding6.375%Senior Notes UPC Holding 6.75%Senior Notes 12-month period commencing September 15 March 15 2017 103.188% N.A.2018 102.125% 103.375%2019 101.063% 102.250%2020 100.000% 101.125%2021 and thereafter 100.000% 100.000%2015 and 2014 Financing Transactions. During 2015 and 2014, UPC Holding completed a number of financing transactions that generally resulted inlower interest rates and extended maturities. In connection with these transactions, UPC Holding recognized losses on debt modification and extinguishment,net, of $69.3 million and $41.5 million during 2015 and 2014, respectively, which includes (i) the payment of redemption premiums of $59.2 million and$19.7 million, respectively, (ii) the write-off of deferred financing costs of $10.1 million and $4.4 million, respectively and (iii) the write-off of unamortizeddiscount of nil and $17.4 million, respectively.UPC Broadband Holding Bank FacilityThe UPC Broadband Holding Bank Facility is the senior secured credit facility of certain subsidiaries of UPC Holding. The details of our borrowingsunder the UPC Broadband Holding Bank Facility as of December 31, 2016 are summarized in the following table:UPC BroadbandHolding Facility Maturity Interest rate Facility amount(in borrowingcurrency) (a) Outstandingprincipal amount Unusedborrowingcapacity (b) Carryingvalue (c) in millions AK (d)January 15, 2027 4.000% €600.0 $632.8 $— $627.9AL (d)January 15, 2025 5.375% $1,140.0 1,140.0 — 1,132.1AMDecember 31, 2021 EURIBOR + 2.75% €990.1 — 1,044.3 —ANAugust 31, 2024 LIBOR + 3.00% $2,150.0 2,150.0 — 2,131.9AOJanuary 15, 2026 EURIBOR + 3.00% €600.0 632.8 — 627.9Elimination of Facilities AK and AL in consolidation (d) (1,772.8) — (1,760.0)Total $2,782.8 $1,044.3 $2,759.8II-164LIBERTY GLOBAL PLCNotes to Consolidated Financial Statements — (Continued)December 31, 2016, 2015 and 2014 _______________(a)Except as described in (d) below, amounts represent total third-party facility amounts at December 31, 2016.(b)At December 31, 2016, our availability under the UPC Broadband Holding Bank Facility was limited to €676.0 million ($713.0 million). When therelevant December 31, 2016 compliance reporting requirements have been completed, and assuming no changes from the December 31, 2016borrowing levels, we anticipate that the full amount of unused borrowing capacity under the UPC Broadband Holding Bank Facility will be availableto be borrowed. UPC Facility AM has a fee on unused commitments of 1.1% per year.(c)Amounts are net of discounts and deferred financing costs, where applicable.(d)As further discussed in the above description of the UPCB SPE Notes, the amounts borrowed by UPC Financing Partnership (UPC Financing)outstanding under UPC Facilities AK and AL are eliminated in Liberty Global’s consolidated financial statements.2016 Refinancing Transactions. In August 2016, UPC Broadband Holding entered into UPC Facility AN. UPC Facility AN was issued at 99.5% of parand is subject to a LIBOR floor of 0.0%. The net proceeds from UPC Facility AN were used to prepay (i) in full the $1,305.0 million outstanding principalamount under UPC Facility AH, (ii) in full the $675.0 million outstanding principal amount under UPC Facility AC, together with accrued and unpaidinterest and the related prepayment premium, to UPCB Finance V Limited (UPCB Finance V) and, in turn, UPCB Finance V used such proceeds to fullyredeem the $675.0 million principal amount of its 7.250% senior secured notes and (iii) 10% of the $750.0 million original principal amount under UPCFacility AD, together with accrued and unpaid interest and the related prepayment premium, to UPCB Finance VI Limited (UPCB Finance VI) and, in turn,UPCB Finance VI used such proceeds to redeem 10% of its $750.0 million original principal amount of 6.875% senior secured notes due January 15, 2022(the UPCB Finance VI Notes). The redemption price for the UPCB Finance VI Notes was 103% of the applicable redeemed principal amount. In connectionwith these transactions, UPC Holding recognized a loss on debt modification and extinguishment, net, of $48.8 million. This loss includes (a) the payment of$34.2 million of redemption premium, (b) the write-off of $11.0 million of deferred financing costs and (c) the write-off of unamortized discount of $3.6million.In November 2016, UPC Financing entered into UPC Facility AO. UPC Facility AO was issued at 99.75% of par and is subject to a EURIBOR floor of0.0%. The net proceeds from UPC Facility AO, in conjunction with existing cash, were used to prepay in full the remaining $600.0 million outstandingprincipal amount under UPC Facility AD, together with accrued and unpaid interest and the related prepayment premium to UPCB Finance VI and, in turn,UPCB Finance VI used such proceeds to redeem the remaining $600.0 million outstanding principal amount of the UPCB Finance VI Notes. The redemptionprice for the UPCB Finance VI Notes was 103% of the applicable redeemed principal amount. In connection with these transactions, UPC Holding recognizeda loss on debt modification and extinguishment, net, of $28.3 million. This loss includes (i) the payment of $23.0 million of redemption premium and (ii) thewrite-off of $5.3 million of deferred financing costs.For information regarding a refinancing transaction completed subsequent to December 31, 2016 that impacts the UPC Broadband Holding BankFacility, see note 20.2015 and 2014 Refinancing Transactions. During 2015 and 2014, UPC Holding completed a number of refinancing transactions that generally resultedin lower interest rates or extended maturities under the the UPC Broadband Holding Bank Facility. In connection with these transactions, UPC Holdingrecognized losses on debt modification and extinguishment, net, of $76.9 million and $16.5 million during 2015 and 2014, respectively. These lossesinclude (i) the payment of $53.5 million of redemption premium in 2015, (ii) the write-off of deferred financing costs of $18.7 million and $11.6 million,respectively, and (iii) the write-off of unamortized discounts of $4.7 million and $4.9 million, respectively.II-165LIBERTY GLOBAL PLCNotes to Consolidated Financial Statements — (Continued)December 31, 2016, 2015 and 2014Telenet Credit FacilityThe Telenet Credit Facility is the senior secured credit facility of certain subsidiaries of Telenet. The details of our borrowings under the Telenet CreditFacility as of December 31, 2016 are summarized in the following table:Telenet Facility Maturity Interest rate Facility amount(in borrowingcurrency) (a) Outstandingprincipal amount Unusedborrowingcapacity Carryingvalue (b) in millions U (c)August 15, 2022 6.250% €450.0 $474.6 $— $468.4V (c)August 15, 2024 6.750% €250.0 263.7 — 259.8Z (d)June 30, 2018 EURIBOR + 2.25% €120.0 — 126.6 —AB (c)July 15, 2027 4.875% €530.0 559.0 — 553.8AEJanuary 31, 2025 EURIBOR + 3.25% €1,600.0 1,687.5 — 1,673.2AFJanuary 31, 2025 LIBOR + 3.00% $1,500.0 1,500.0 — 1,491.1AG (e)June 30, 2023 EURIBOR + 2.75% €400.0 — 421.9 —Telenet OverdraftFacility (f)December 31, 2017 EURIBOR + 1.60% €25.0 — 26.4 —Elimination of Telenet Facilities U, V and AB in consolidation (c) (1,297.3) — (1,282.0)Total $3,187.5 $574.9 $3,164.3 _______________(a)Except as described in (c) below, amounts represent total third-party facility amounts at December 31, 2016.(b)Amounts are net of deferred financing costs.(c)As further discussed in the above description of the Telenet SPE Notes, the amounts outstanding under Telenet Facilities U, V and AB are eliminatedin Liberty Global’s consolidated financial statements.(d)Telenet Facility Z has a fee on unused commitments of 0.79% and is subject to a EURIBOR floor of 0.0%.(e)In November 2016, Telenet International entered into Telenet Facility AG, which is subject to a EURIBOR floor of 0.0% and has a fee on unusedcommitments of 1.1% per year. In connection with this transaction, commitments under the then existing Telenet Facility X were cancelled.(f)The Telenet Overdraft Facility has a fee on unused commitments of 0.55% and is subject to a EURIBOR floor of 0.0%.2016 Refinancing Transactions. In May 2016, Telenet Financing USD LLC (Telenet Finance), a wholly-owned subsidiary of Telenet, entered into a new$850.0 million term loan facility (Telenet Facility AD). The net proceeds from Telenet Facility AD were used to repay in full (i) the €400.0 million ($421.9million) outstanding principal amount under Telenet Facility P, together with accrued and unpaid interest and the related prepayment premium, to TelenetFinance IV Luxembourg S.C.A. (Telenet Finance IV) and, in turn, Telenet Finance IV used such proceeds to fully redeem the €400.0 million ($421.9 million)principal amount of its senior secured floating rate notes and (ii) the €300.0 million ($316.4 million) outstanding principal amount under Telenet Facility O,together with accrued and unpaid interest and the related prepayment premium, to Telenet Finance III Luxembourg S.C.A. (Telenet Finance III) and, in turn,Telenet Finance III used such proceeds to fully redeem the €300.0 million ($316.4 million) principal amount of its 6.625% senior secured notes. Inconnection with these transactions, Telenet recognized a loss on debt modification and extinguishment, net, of $18.9 million. This loss includes (a) thepayment of $11.1 million of redemption premium and (b) the write-off of $7.8 million of deferred financing costs.In November 2016, (i) Telenet International, a wholly-owned subsidiary of Telenet, entered into Telenet Facility AE which is subject to a EURIBORfloor of 0.0%, and (ii) Telenet Finance entered into Telenet Facility AF, which was issued at 99.5% of par and is subject to a LIBOR floor of 0.0%. The netproceeds from Telenet Facility AE and Telenet Facility AF were used to prepay in full (a) the €474.1 million ($500.1 million) outstanding principal amountunder Telenet Facility W, (b) the €882.9 million ($931.2II-166LIBERTY GLOBAL PLCNotes to Consolidated Financial Statements — (Continued)December 31, 2016, 2015 and 2014million) outstanding principal amount under Telenet Facility Y, (c) the €800.0 million ($843.8 million) outstanding principal amount under Telenet FacilityAA and (d) the $850.0 million outstanding principal amount under Telenet Facility AD. In connection with these transactions, Telenet recognized a loss ondebt modification and extinguishment, net, of $33.9 million. This loss includes (a) the write-off of $26.0 million of deferred financing costs and (b) thepayment of $7.9 million of redemption premium.2014 Refinancing Transactions. During 2014, Telenet completed a number of refinancing transactions that generally resulted in lower interest rates andextended maturities. In connection with these transactions, Telenet recognized a loss on debt modification and extinguishment, net, of $11.9 million, whichincludes (i) the write-off of $7.1 million of deferred financing costs, (ii) the payment of $3.6 million of redemption premium and (iii) the write-off of $1.2million of unamortized discount.Telenet SPE NotesThe details of the Telenet SPE Notes as of December 31, 2016 are summarized in the following table: Outstanding principal amount Telenet SPEs Notes Maturity Interest rate Borrowingcurrency U.S. $equivalent Estimatedfair value Carryingvalue (a) in millions 6.25% Telenet Finance V Notes August 15, 2022 6.250% €450.0 $474.6 $505.2 $468.46.75% Telenet Finance V Notes August 15, 2024 6.750% €250.0 263.7 293.5 259.8Telenet Finance VI Notes July 15, 2027 4.875% €530.0 559.0 585.2 553.8Total $1,297.3 $1,383.9 $1,282.0 _______________(a)Amounts are net of deferred financing costs.Subject to the circumstances described below, the 6.25% Telenet Finance V Notes are non-callable until August 15, 2017, the 6.75% Telenet Finance VNotes 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 arevoluntarily prepaid (a Telenet Early Redemption Event), then the applicable Telenet SPE will be required to redeem an aggregate principal amount of itsTelenet SPE Notes equal to the principal amount of the loans so prepaid under the relevant Telenet SPE Funded Facility. In general, the redemption pricepayable will equal 100% of the principal amount of the applicable Telenet SPE Notes to be redeemed and a “make-whole” premium, which is the presentvalue of all remaining scheduled interest payments to the applicable Telenet SPE Notes Call Date using the discount rate (as specified in the applicableindenture) as of the redemption date plus 50 basis points.II-167LIBERTY GLOBAL PLCNotes to Consolidated Financial Statements — (Continued)December 31, 2016, 2015 and 2014Upon the occurrence of a Telenet Early Redemption Event on or after the applicable Telenet SPE Notes Call Date, the applicable Telenet SPE willredeem an aggregate principal amount of its Telenet SPE Notes equal to the principal amount of the related Telenet SPE Funded Facility prepaid at thefollowing redemption prices (expressed as a percentage of the principal amount), plus accrued and unpaid interest and additional amounts (as specified in theapplicable indenture), if any, to the applicable redemption date, as set for below: Redemption Price 6.25% TelenetFinance VNotes 6.75% TelenetFinance VNotes Telenet Finance VINotes 12-month period commencing August 15 August 15 July 15 2017 103.125% N.A. N.A.2018 102.083% 103.375% N.A.2019 101.563% 102.531% N.A.2020 100.000% 101.688% N.A.2021 100.000% 100.844% 102.438%2022 N.A. 100.000% 101.219%2023 N.A. 100.000% 100.609%2024 and thereafter N.A. N.A. 100.000%2016 Refinancing Transactions. In May 2016, Telenet Finance entered into Telenet Facility AD (as defined and described above). A portion of the netproceeds from Telenet Facility AD were ultimately used to redeem in full the amounts outstanding under the Telenet Finance III Notes and Telenet FinanceIV Notes, as further described above under Telenet Credit Facility - 2016 Refinancing Transactions.2015 Refinancing Transaction. During 2015, Telenet completed a refinancing transaction that resulted in lower interest rates and extended maturities. Inconnection with this transaction, Telenet recognized a loss on debt modification and extinguishment, net, of $34.3 million, representing the payment ofredemption premium.Ziggo Group Holding Debt2016 Financing Transactions. During 2016, prior to the completion of the Dutch JV Transaction, Ziggo Group Holding and certain of its subsidiariescompleted the below financing transactions.In August 2016, (i) Ziggo Secured Finance B.V. (Ziggo Secured Finance), a special purpose financing entity owned 100% by a third-party, entered intoa €2,598.2 million ($2,740.4 million) term loan facility (Ziggo Facility C) and (ii) Ziggo Secured Finance Partnership, a subsidiary of Ziggo SecuredFinance, entered into a $1,000.0 million term loan facility (Ziggo Facility D). Ziggo Facility C and Ziggo Facility D were each issued at 99.5% of par andmature on August 31, 2024. Ziggo Facility C bears interest at a rate of EURIBOR plus 3.75% and is subject to a EURIBOR floor of 0.0%. Ziggo Facility Dbears interest at a rate of LIBOR plus 3.00% and is subject to a LIBOR floor of 0.0%. The net proceeds from Ziggo Facility C were used, in conjunction withexisting cash, to prepay in full (a) the €664.2 million ($700.6 million) outstanding principal amount under an existing Ziggo Group Holding credit facilitythat was due on March 31, 2021 and (b) the €1,925.0 million ($2,030.4 million) outstanding principal amount under the Ziggo Euro Facility, and the netproceeds from Ziggo Facility D were used, in conjunction with existing cash, to prepay $1,000.0 million of the $2,350.0 million outstanding principalamount under the Ziggo Dollar Facility, which bears interest at a rate of LIBOR plus 2.75% and matures on January 15, 2022. Except as noted above, thesetransactions were completed as non-cash refinancings. In connection with these transactions, Ziggo Group Holding recognized losses on debt modificationand extinguishment, net, of $15.9 million. These losses include (1) the the write-off of net unamortized discounts of $8.7 million and (2) the write-off of $7.2million of deferred financing costs.In September 2016, (i) Ziggo Secured Finance issued (a) $2,000.0 million principal amount of 5.50% senior secured notes (the Ziggo 2027 DollarSenior Secured Notes) and (b) €775.0 million ($817.4 million) of 4.25% senior secured notes (together with the Ziggo 2027 Dollar Senior Secured Notes, theZiggo 2027 Senior Secured Notes), each due January 15, 2027, and (ii)II-168LIBERTY GLOBAL PLCNotes to Consolidated Financial Statements — (Continued)December 31, 2016, 2015 and 2014Ziggo Bond Finance B.V., a special purpose finance entity owned 100% by a third party, issued $625.0 million principal amount of 6.00% senior notes dueJanuary 15, 2027 (the Ziggo 2027 Senior Notes). Ziggo Secured Finance used $300.0 million of the net proceeds from the Ziggo 2027 Dollar Senior SecuredNotes to fund a senior secured proceeds loan (the Ziggo Dollar Senior Secured Proceeds Loans) under a term loan facility agreement. The Ziggo DollarSenior Secured Proceeds Loans were used to prepay $300.0 million of the principal amount outstanding under the Ziggo Dollar Facility.The remaining net proceeds from the Ziggo 2027 Senior Secured Notes and the Ziggo 2027 Senior Notes were placed into certain escrow accounts (theEscrowed Proceeds). Upon completion of the Dutch JV Transaction, on January 4, 2017, the Escrowed Proceeds were used to fund a distribution to LibertyGlobal and Vodafone. As a result of the Dutch JV Transaction, effective December 31, 2016, we no longer consolidate Ziggo Group Holding. For informationregarding the Dutch JV Transaction and cash proceeds received on January 4, 2017, see note 5.CWC NotesThe details of the outstanding notes of CWC as of December 31, 2016 are summarized in the following table: Outstanding principalamount CWC Notes Maturity Interestrate Borrowingcurrency U.S. $equivalent Estimatedfair value Carryingvalue (a) in millions Columbus Senior Notes (b)March 30, 2021 7.375% $1,250.0 $1,250.0 $1,332.8 $1,322.9Sable Senior Notes (c)August 1, 2022 6.875% $750.0 750.0 783.7 770.0CWC Senior Notes (d)March 25, 2019 8.625% £146.7 181.1 203.1 195.8Total $2,181.1 $2,319.6 $2,288.7 _______________(a)Amounts include the impact of premiums recorded in connection with the acquisition accounting for the CWC Acquisition.(b)The Columbus Senior Notes were issued by Columbus International Inc. (Columbus), a wholly-owned subsidiary of CWC.(c)The Sable Senior Notes were issued by Sable.(d)The CWC Senior Notes, which are non-callable, were issued by Cable & Wireless International Finance B.V., a wholly-owned subsidiary of CWC.Subject to the circumstances described below, the Columbus Senior Notes are non-callable until March 30, 2018 and the Sable Senior Notes are non-callable until August 1, 2018. At any time prior to March 30, 2018, in the case of the Columbus Senior Notes and August 1, 2018, in the case of the SableSenior Notes, Columbus and Sable may redeem some or all of the applicable notes by paying a “make-whole” premium, which is generally based on thepresent value of all scheduled interest payments until March 30, 2018 or August 1, 2018 (as applicable) using the discount rate (as specified in the applicableindenture) as of the redemption date, plus 50 basis points, and in the case of the Sable Senior Notes is subject to a minimum 1% of the principal amountoutstanding at any redemption date prior to August 1, 2018.II-169LIBERTY GLOBAL PLCNotes to Consolidated Financial Statements — (Continued)December 31, 2016, 2015 and 2014Columbus and Sable (as applicable) may redeem some or all of the Columbus Senior Notes and Sable Senior Notes, respectively, at the followingredemption prices (expressed as a percentage of the principal amount) plus accrued and unpaid interest and additional amounts (as specified in the applicableindenture), if any, to the redemption date, as set forth below: Redemption price Columbus SeniorNotes Sable Senior Notes 12-month period commencing March 30 August 1 2018 103.688% 105.156%2019 101.844% 103.438%2020 100.000% 101.719%2021 and thereafter N.A. 100.000%CWC Credit FacilitiesThe CWC Credit Facilities are the senior secured credit facilities of certain subsidiaries of CWC. The details of our borrowings under the CWC CreditFacilities as of December 31, 2016 are summarized in the following table:CWC Credit Facility Maturity Interest rate Facility amount(in borrowingcurrency) Outstandingprincipal amount Unusedborrowingcapacity (a) Carryingvalue (b) in millions CWC Term LoansDecember 31, 2022 LIBOR + 4.75% (c) $1,100.0 $1,100.0 $— $1,075.6CWC Revolving CreditFacilityJuly 31, 2021 LIBOR + 3.50% (d) $625.0 — 625.0 —CWC Regional Facilities(e)various dates ranging from2017 to 2038 3.65% (f) $443.4 311.9 131.5 310.5Total $1,411.9 $756.5 $1,386.1_______________(a)At December 31, 2016, our aggregate availability under the CWC Revolving Credit Facility was limited to $481.0 million. When the relevantDecember 31, 2016 compliance reporting requirements have been completed, and assuming no changes from the December 31, 2016 borrowing levels,we anticipate that our availability under the CWC Revolving Credit Facility will remain limited to $481.0 million. At December 31, 2016, the fullamount of the unused borrowing capacity under the CWC Regional Facilities was available to be borrowed.(b)Amounts are net of discounts and deferred financing costs, where applicable.(c)The CWC Term Loans are subject to a LIBOR floor of 0.75%.(d)The CWC Revolving Credit Facility has a fee on unused commitments of 0.5% per year.(e)Represents certain amounts borrowed by CWC Panama, CWC BTC, CWC Jamaica and CWC Barbados.(f)Represents a blended weighted average rate for all CWC Regional Facilities.2016 Financing Transactions. On May 17, 2016, Sable and Coral-US Co-Borrower LLC (Coral-US), a wholly-owned subsidiary of CWC, acceded asborrowers and assumed obligations under the credit agreement dated May 16, 2016, pursuant to which (i) Coral-US entered into the CWC Term Loans and (ii)Sable and Coral-US entered into the CWC Revolving Credit Facility.A portion of the proceeds from the CWC Term Loans and amounts drawn under the CWC Revolving Credit Facility were used to (i) repay amountsoutstanding under the then existing revolving credit facility and (ii) redeem certain senior secured notesII-170LIBERTY GLOBAL PLCNotes to Consolidated Financial Statements — (Continued)December 31, 2016, 2015 and 2014issued by Sable. In connection with these transactions, CWC recognized a gain on debt modification and extinguishment, net, of $1.5 million. This gainincludes (a) the write-off of $19.0 million of unamortized premium and (b) the payment of $17.5 million of redemption premium.In November 2016, Sable and Coral-US entered into a new $300.0 million term loan facility, which has the same maturity date, interest rate and LIBORfloor as the existing CWC Term Loans. The net proceeds from the new term loan were used to prepay indebtedness under the CWC Revolving Credit Facilityand for general corporate purposes.VTR Finance Senior Secured NotesIn January 2014, VTR Finance issued $1.4 billion principal amount of VTR Finance Senior Secured Notes, due January 15, 2024. At any time prior toJanuary 15, 2019, VTR Finance may redeem some or all of the VTR Finance Senior Secured Notes by paying a “make-whole” premium, which is the presentvalue of all remaining scheduled interest payments to January 15, 2019 using the discount rate (as specified in the VTR Indenture) as of the applicableredemption date plus 50 basis points.VTR Finance may redeem all or part of the VTR Finance Senior Secured Notes at the following redemption prices (expressed as a percentage of theprincipal amount) plus accrued and unpaid interest and additional amounts (as specified in the VTR Indenture), if any, to the applicable redemption date, asset forth below: Redemptionprice12-month period commencing January 15: 2019 103.438%2020 102.292%2021 101.146%2022 and thereafter 100.000%Liberty Puerto Rico Bank FacilityThe Liberty Puerto Rico Bank Facility is the senior secured credit facility of certain subsidiaries of Liberty Puerto Rico. The details of our borrowingsunder the Liberty Puerto Rico Bank Facility as of December 31, 2016 are summarized in the following table:Liberty Puerto Rico Facility Maturity Interest rate Facility amount(in borrowingcurrency) Outstandingprincipal amount Unusedborrowingcapacity Carryingvalue (a) in millions LPR Term Loan BJanuary 7, 2022 LIBOR + 3.50% (b) $765.0 $765.0 $— $752.8LPR Term Loan CJuly 7, 2023 LIBOR + 6.75% (b) $177.5 177.5 — 174.4LPR Revolving Loan (c)July 7, 2020 LIBOR + 3.50% $40.0 — 40.0 —Total $942.5 $40.0 $927.2 _______________(a)Amounts are net of discounts and deferred financing costs.(b)LPR Term Loan B and LPR Term Loan C each have a LIBOR floor of 1.0%.(c)The LPR Revolving Loan has a fee on unused commitments of 0.50% or 0.375% depending on the consolidated total net leverage ratio (as specifiedin the Liberty Puerto Rico Bank Facility).2014 Refinancing Transactions. During 2014, Liberty Puerto Rico completed various refinancing transactions that generally resulted in additionalborrowings or extended maturities under the Liberty Puerto Rico Bank Facility. In connection with theseII-171LIBERTY GLOBAL PLCNotes to Consolidated Financial Statements — (Continued)December 31, 2016, 2015 and 2014transactions, Liberty Puerto Rico recognized a loss on debt modification and extinguishment, net, of $9.8 million. This loss includes (i) third-party costs of$7.1 million, (ii) the write-off of deferred financing costs of $3.6 million and (iii) the write-off of unamortized premium of $0.9 million.Maturities of Debt and Capital Lease ObligationsMaturities of our debt and capital lease obligations as of December 31, 2016 are presented below for the named entity and its subsidiaries, unlessotherwise noted. Amounts presented below represent U.S. dollar equivalents based on December 31, 2016 exchange rates:Debt: Liberty Global Group LiLAC Group Virgin Media Unitymedia UPCHolding (a) Telenet (b) Other TotalLibertyGlobalGroup CWC VTR LibertyPuertoRico TotalLiLACGroup Total in millionsYear endingDecember 31: 2017$1,262.3 $222.7 $776.9 $44.4 $519.0 $2,825.3 $95.2 $48.9 $— $144.1 $2,969.420180.5 7.8 — 7.8 1,098.6 1,114.7 54.8 — — 54.8 1,169.520190.5 7.6 — 17.8 302.4 328.3 227.7 — — 227.7 556.02020116.5 7.2 — 11.8 27.6 163.1 38.3 — — 38.3 201.420212,014.2 6.8 — 10.4 215.5 2,246.9 1,284.0 — — 1,284.0 3,530.9Thereafter11,503.5 7,765.4 6,007.1 4,566.0 27.5 29,869.5 1,893.0 1,400.0 942.5 4,235.5 34,105.0Total debtmaturities14,897.5 8,017.5 6,784.0 4,658.2 2,190.6 36,547.8 3,593.0 1,448.9 942.5 5,984.4 42,532.2Unamortizedpremium(discount)13.9 — (14.6) — (38.9) (39.6) 91.6 — (7.5) 84.1 44.5Unamortizeddeferredfinancingcosts(106.3) (50.3) (31.8) (38.5) (1.2) (228.1) (9.8) (24.7) (7.8) (42.3) (270.4)Total debt$14,805.1 $7,967.2 $6,737.6 $4,619.7 $2,150.5 $36,280.1 $3,674.8 $1,424.2 $927.2 $6,026.2 $42,306.3Current portion$1,262.3 $226.1 $776.9 $44.4 $190.4 $2,500.1 $95.2 $48.9 $— $144.1 $2,644.2Noncurrentportion$13,542.8 $7,741.1 $5,960.7 $4,575.3 $1,960.1 $33,780.0 $3,579.6 $1,375.3 $927.2 $5,882.1 $39,662.1 _______________(a)Amounts include the UPCB SPE Notes issued by the UPCB SPEs. As described above, the UPCB SPEs are consolidated by UPC Holding and LibertyGlobal.(b)Amounts include the Telenet SPE Notes issued by the Telenet SPEs. As described above, the Telenet SPEs are consolidated by Telenet and LibertyGlobal.II-172LIBERTY GLOBAL PLCNotes to Consolidated Financial Statements — (Continued)December 31, 2016, 2015 and 2014Capital lease obligations: Liberty Global Group Unitymedia Telenet Virgin Media Other Total LibertyGlobal Group TotalLiLACGroup Total in millionsYear ending December 31: 2017$77.4 $64.7 $38.2 $27.9 $208.2 $7.4 $215.6201877.4 62.9 15.0 21.8 177.1 11.6 188.7201977.4 53.3 7.1 15.7 153.5 2.1 155.6202077.3 50.4 4.2 9.7 141.6 1.2 142.8202177.3 48.7 3.6 7.2 136.8 0.1 136.9Thereafter687.1 215.8 168.9 38.5 1,110.3 — 1,110.3Total principal and interest payments1,073.9 495.8 237.0 120.8 1,927.5 22.4 1,949.9Amounts representing interest(416.9) (121.8) (145.8) (21.9) (706.4) (0.7) (707.1)Present value of net minimum lease payments$657.0 $374.0 $91.2 $98.9 $1,221.1 $21.7 $1,242.8Current portion$27.6 $43.1 $33.1 $20.4 $124.2 $6.7 $130.9Noncurrent portion$629.4 $330.9 $58.1 $78.5 $1,096.9 $15.0 $1,111.9Non-cash Financing TransactionsDuring 2016, 2015 and 2014, certain of our refinancing transactions included non-cash borrowings and repayments of debt aggregating $8,939.5million, $3,586.5 million and $5,418.8 million, respectively. In addition, we also completed certain non-cash financing transactions at Ziggo Group Holding,as discussed above.II-173LIBERTY GLOBAL PLCNotes to Consolidated Financial Statements — (Continued)December 31, 2016, 2015 and 2014(11) Income TaxesLiberty Global files its primary income tax return in the U.K. Its subsidiaries file income tax returns in the U.K., the U.S., the Netherlands and a number ofother jurisdictions. The income taxes of Liberty Global and its subsidiaries are presented on a separate return basis for each tax-paying entity or group.The components of our earnings (loss) from continuing operations before income taxes are as follows: Year ended December 31, 2016 2015 2014 in millions U.K.$930.7 $778.1 $585.7U.S.(848.5) (924.5) (1,105.6)Switzerland274.6 395.3 326.1The Netherlands127.4—(1,353.3)—(644.5)Germany(49.3) (5.1) (294.7)Chile47.4 182.3 43.1Panama19.4 — —Belgium13.7—175.4—21.5Other34.0 67.2 12.5Total$549.4 $(684.6) $(1,055.9)II-174LIBERTY GLOBAL PLCNotes to Consolidated Financial Statements — (Continued)December 31, 2016, 2015 and 2014Income tax benefit (expense) consists of: Current Deferred Total in millionsYear ended December 31, 2016: The Netherlands$(0.4) $1,315.3 $1,314.9U.S. (a)146.9 88.3 235.2Chile(134.3) (11.2) (145.5)Belgium(105.0) 57.0 (48.0)Switzerland(48.5) 5.3 (43.2)Germany(77.9) 41.0 (36.9)Panama(18.6) 14.1 (4.5)U.K.(15.3) 17.0 1.7Other(49.0) (6.8) (55.8)Total$(302.1) $1,520.0 $1,217.9 Year ended December 31, 2015: U.K$(0.9) $(208.5) $(209.4)The Netherlands2.5 159.0 161.5Belgium(125.4) 11.1 (114.3)Switzerland(63.2) (14.7) (77.9)Chile(57.4) 13.5 (43.9)Germany(66.7) 24.3 (42.4)U.S. (a)(81.2) 58.7 (22.5)Other(22.7) 6.7 (16.0)Total$(415.0) $50.1 $(364.9) Year ended December 31, 2014: Continuing operations: U.K.$(2.1) $113.4 $111.3U.S. (a)(22.5) 129.6 107.1Belgium(138.7) 31.7 (107.0)Switzerland(76.8) 3.1 (73.7)The Netherlands11.1 42.5 53.6Germany(22.6) 37.0 14.4Chile17.1 (24.1) (7.0)Other(41.1) 17.4 (23.7)Total — continuing operations$(275.6) $350.6 $75.0Discontinued operation$— $(0.1) $(0.1)_______________(a)Includes federal and state income taxes. Our U.S. state income taxes were not material during any of the years presented.II-175LIBERTY GLOBAL PLCNotes to Consolidated Financial Statements — (Continued)December 31, 2016, 2015 and 2014Income tax benefit (expense) attributable to our earnings (loss) from continuing operations before income taxes differs from the amounts computed usingthe applicable income tax rate as a result of the following factors: Year ended December 31, 2016 2015 2014 in millions Computed “expected” tax benefit (expense) (a)$(109.9) $136.9 $221.7Change in valuation allowances (b): Benefit1,149.1 6.8 11.9Expense(260.4) (508.3) (373.1)Recognition of previously unrecognized tax benefits212.5 44.4 29.5Non-deductible or non-taxable foreign currency exchange results (b): Benefit228.0 53.2 71.9Expense(34.3) (5.1) (16.3)Tax effect of intercompany financing173.7 154.9 166.9Non-deductible or non-taxable interest and other expenses (b): Expense(234.9) (106.6) (236.5)Benefit63.8 48.1 58.0Enacted tax law and rate changes (c)(162.2) (280.5) 23.9International rate differences (b) (d): Benefit138.1 200.8 266.4Expense(43.0) (52.7) (27.6)Basis and other differences in the treatment of items associated with investments in subsidiaries andaffiliates (b): Benefit173.6 3.3 32.6Expense(110.8) (96.9) (168.0)Other, net34.6 36.8 13.7Total income tax benefit (expense)$1,217.9 $(364.9) $75.0_______________(a)The statutory or “expected” tax rates are the U.K. rates of 20.0% for 2016 and 2015 and 21.0% for 2014.(b)Country jurisdictions giving rise to income tax benefits are grouped together and shown separately from country jurisdictions giving rise to incometax expenses.(c)During 2015, the U.K. enacted legislation that will change the corporate income tax rate from the current rate of 20.0% to 19.0% in April 2017 and18.0% in April 2020. Substantially all of the impact of these rate changes on our deferred tax balances was recorded in the fourth quarter of 2015 whenthe 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 inApril 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 quarterof 2016.(d)Amounts reflect adjustments (either a benefit or expense) to the “expected” tax benefit (expense) for statutory rates in jurisdictions in which we operateoutside of the U.K.II-176LIBERTY GLOBAL PLCNotes to Consolidated Financial Statements — (Continued)December 31, 2016, 2015 and 2014The components of our deferred tax assets are as follows: December 31, 2016 2015 in millions Deferred tax assets (a)$3,024.7 $2,342.9Deferred tax liabilities (a)(1,307.8) (1,785.7)Net deferred tax asset$1,716.9 $557.2_______________ (a)Our deferred tax assets and liabilities are included in other assets, net and other long-term liabilities, respectively, in our consolidated balance sheets.The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities are presented below: December 31, 2016 2015 in millionsDeferred tax assets: Net operating loss and other carryforwards$6,598.0 $5,873.2Property and equipment, net2,028.9 2,583.1Debt1,626.3 1,611.7Intangible assets99.5 112.4Derivative instruments68.3 173.1Other future deductible amounts399.6 272.5Deferred tax assets10,820.6 10,626.0Valuation allowance(6,015.4) (6,395.6)Deferred tax assets, net of valuation allowance4,805.2 4,230.4Deferred tax liabilities: Property and equipment, net(1,076.9) (1,053.4)Intangible assets(901.6) (1,826.5)Investments (including consolidated partnerships)(485.9) (374.5)Derivative instruments(175.5) (280.7)Other future taxable amounts(448.4) (138.1)Deferred tax liabilities(3,088.3) (3,673.2)Net deferred tax asset$1,716.9 $557.2Our deferred income tax valuation allowance decreased $380.2 million in 2016. This decrease reflects the net effect of (i) business acquisitions, (ii) thenet tax benefit related to our continuing operations of $888.7 million, including a tax benefit of $1.1 billion recognized in the Netherlands upon the releaseof valuation allowances in the fourth quarter of 2016, (iii) foreign currency translation adjustments, (iv) the effect of enacted tax law and rate changes and (v)other individually insignificant items. The release of valuation allowances in the Netherlands is attributable to a significant improvement in our forecast oftaxable income in the Netherlands, due to, among other factors, the impact of contributing Ziggo Group Holding to the Dutch JV on December 31, 2016, asfurther described in note 5. Virgin Media had property and equipment on which future U.K. tax deductions can be claimed of $17.9 billion and $21.0 billion at December 31, 2016and 2015, respectively. The maximum amount of these “capital allowances” that can be claimed in any one year is 18% of the remaining balance, afteradditions, disposals and prior claims. The tax effects of the excess of theseII-177LIBERTY GLOBAL PLCNotes to Consolidated Financial Statements — (Continued)December 31, 2016, 2015 and 2014capital allowances over the related financial reporting bases are included in the 2016 and 2015 deferred tax assets related to property and equipment, net, inthe above table.At December 31, 2016, our unrecognized excess tax benefits aggregated $139.0 million. These excess tax benefits, which represent tax deductions inexcess of the financial reporting expense for share-based compensation, have not been recognized for financial reporting purposes as these tax benefits havenot been realized as a reduction of income taxes payable. The tax effects of these unrecognized excess tax benefits are not included in the above table. Foradditional information regarding the adoption of ASU 2016-09, which will impact the accounting for unrecognized excess tax benefits beginning January 1,2017, see note 2.The significant components of our tax loss carryforwards and related tax assets at December 31, 2016 are as follows: Country Tax losscarryforward Relatedtax asset Expirationdate in millions U.K.: Amount attributable to capital losses$20,335.9 $3,457.1 IndefiniteAmount attributable to net operating losses2,563.4 435.8 IndefiniteThe Netherlands4,108.7 1,027.2 2017-2025Germany1,608.1 259.5 IndefiniteU.S.1,268.0 320.1 2019-2036Luxembourg1,124.1 292.4 IndefiniteBelgium894.2 303.9 IndefiniteBarbados817.9 52.4 2017 - 2023Ireland601.9 75.2 IndefiniteFrance505.4 146.2 IndefiniteJamaica449.7 149.9 IndefiniteHungary166.8 15.0 2020-2025Other264.9 63.3 VariousTotal$34,709.0 $6,598.0 Our tax loss carryforwards within each jurisdiction combine all companies’ tax losses (both capital and ordinary losses) in that jurisdiction, however,certain tax jurisdictions limit the ability to offset taxable income of a separate company or different tax group with the tax losses associated with anotherseparate 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 lossesshown in the above table are not expected to be realized, including certain losses that are limited in use due to change in control or same business tests.We have taxable outside basis differences on certain investments in non-U.S. subsidiaries. We intend to indefinitely reinvest earnings from thesenon-U.S. operations. At December 31, 2016, income and withholding taxes for which a net deferred tax liability might otherwise be required have not beenprovided on an estimated $6.9 billion of cumulative temporary differences (including, for this purpose, any difference between the aggregate tax basis instock of a consolidated subsidiary and the corresponding amount of the subsidiary’s net equity, including cumulative translation adjustments, determined forfinancial reporting purposes) on non-U.S. entities. The determination of the additional withholding tax that would arise upon a reversal of these temporarydifferences is impractical to estimate as it is subject to offset by available foreign tax credits and subject to certain limitations.In general, a U.K. or U.S. corporation may claim a foreign tax credit against its income tax expense for foreign income taxes paid or accrued. A U.S.corporation may also claim a credit for foreign income taxes paid or accrued on the earnings of a foreign corporation paid to the U.S. corporation as adividend.Our ability to claim a foreign tax credit for dividends received from our foreign subsidiaries or foreign taxes paid or accrued is subject to varioussignificant limitations under U.S. tax laws, including a limited carry back and carry forward period. Some of our operating companies are located in countrieswith which the U.K. or U.S. does not have income tax treaties. Because we lack treaty protection in these countries, we may be subject to high rates ofwithholding taxes on distributions and other payments fromII-178LIBERTY GLOBAL PLCNotes to Consolidated Financial Statements — (Continued)December 31, 2016, 2015 and 2014these operating companies and may be subject to double taxation on our income. Limitations on the ability to claim a foreign tax credit, lack of treatyprotection in some countries and the inability to offset losses in one jurisdiction against income earned in another jurisdiction could result in a high effectivetax rate on our earnings. Since a significant portion of our revenue is generated outside of the U.K. and substantially all of our revenue is generated outsidethe U.S., including in jurisdictions that do not have tax treaties with the U.K. or U.S., these risks are greater for us than for companies that generate most oftheir revenue in the U.K. or U.S. or in jurisdictions that have these treaties.Through our subsidiaries, we maintain a presence in many countries. Many of these countries maintain highly complex tax regimes that differsignificantly 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 isreasonably expected to apply to us and our subsidiaries based on tax laws currently in effect and reasonable interpretations of these laws. Because somejurisdictions 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 othermajor industrialized countries, it may be difficult to anticipate how other jurisdictions will tax our and our subsidiaries’ current and future operations.We and our subsidiaries file consolidated and standalone income tax returns in various jurisdictions. In the normal course of business, our income taxfilings are subject to review by various taxing authorities. In connection with such reviews, disputes could arise with the taxing authorities over theinterpretation or application of certain income tax rules related to our business in that tax jurisdiction. Such disputes may result in future tax and interest andpenalty assessments by these taxing authorities. The ultimate resolution of tax contingencies will take place upon the earlier of (i) the settlement date withthe applicable taxing authorities in either cash or agreement of income tax positions or (ii) the date when the tax authorities are statutorily prohibited fromadjusting 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 ofour subsidiaries are currently involved in income tax examinations in various jurisdictions in which we operate, including Austria (2012 through 2014),Chile (2011 through 2015), the Czech Republic (2013), Germany (2008 through 2014), the Netherlands (2015 through 2016), Panama (2013 through 2015),Poland (2010 and 2013), Trinidad and Tobago (2006 through 2009), the U.S. (2009 through 2011 and 2016) and certain other jurisdictions within theCaribbean and Latin America. Except as noted below, any adjustments that might arise from the foregoing examinations are not expected to have a materialimpact on our consolidated financial position or results of operations. In the U.S., we have received notices of adjustment from the Internal Revenue Servicewith respect to our 2010 and 2009 income tax returns, and have entered into the appeals process with respect to the 2010 and 2009 matters. In Chile,adjustments received from the tax authorities for the tax years 2011 and 2012 are in dispute. We have appealed these adjustments to the Chilean tax court.Also in Chile, we recorded an income tax receivable in connection with the expected utilization of certain net operating loss carryforwards upon thecompletion of a merger transaction of two indirect subsidiaries of Liberty Global. We are engaged in an ongoing examination by tax authorities in Chile inconnection with this receivable and were notified during the third quarter of 2016 that approximately 48% of our claim has been agreed by the taxauthorities. We intend to pursue the payment of the remaining portion of this receivable through available method. While we believe that the ultimateresolution of these proposed adjustments will not have a material impact on our consolidated financial position, results of operations or cash flows, noassurance can be given that this will be the case given the amounts involved and the complex nature of the related issues. II-179LIBERTY GLOBAL PLCNotes to Consolidated Financial Statements — (Continued)December 31, 2016, 2015 and 2014The changes in our unrecognized tax benefits are summarized below: 2016 2015 2014 in millions Balance at January 1$609.9 $513.5 $490.9Reductions for tax positions of prior years(184.2) (42.2) (50.2)Additions for tax positions of prior years112.9 27.0 64.5Lapse of statute of limitations(84.6) (8.3) (1.9)Effects of business acquisitions38.0 — —Additions based on tax positions related to the current year33.5 142.3 38.2Foreign currency translation(10.9) (22.3) (27.0)Settlements with tax authorities(13.5) (0.1) (1.0)Balance at December 31$501.1 $609.9 $513.5No assurance can be given that any of these tax benefits will be recognized or realized.As of December 31, 2016, our unrecognized tax benefits included $438.3 million of tax benefits that would have a favorable impact on our effectiveincome tax rate if ultimately recognized, after considering amounts that we would expect to be offset by valuation allowances and other factors.During 2017, it is reasonably possible that the resolution of ongoing examinations by tax authorities as well as expiration of statutes of limitation couldresult in reductions to our unrecognized tax benefits related to tax positions taken as of December 31, 2016. Other than the potential impacts of theseongoing examinations and the expected expiration of certain statutes of limitation, we do not expect any material changes to our unrecognized tax benefitsduring 2017. No assurance can be given as to the nature or impact of any changes in our unrecognized tax positions during 2017.During 2016, 2015 and 2014, the income tax benefit (expense) of our continuing operations includes net income tax benefit (expense) of $15.7 million,($10.3 million) and ($10.9 million), respectively, representing the net benefit (accrual) of interest and penalties during the period. Our other long-termliabilities include accrued interest and penalties of $50.1 million at December 31, 2016.(12) EquityCapitalizationOur authorized share capital consists of an aggregate nominal amount of $20.0 million, consisting of any of the following: (i) Liberty Global Shares(Class A, B or C), each with a nominal value of $0.01 per share, (ii) LiLAC Shares (Class A, B or C), each with a nominal value of $0.01 per share,(iii) preference shares, with a nominal value to be determined by the board of directors, the issuance of one or more classes or series of which as may beauthorized by the board of directors, and (iv) any other shares of one or more classes as may be determined by the board of directors or by the shareholders ofLiberty Global.Under Liberty Global’s Articles of Association, effective July 1, 2015, holders of Liberty Global Class A ordinary shares and LiLAC Class A ordinaryshares are entitled to one vote for each such share held, and holders of Liberty Global Class B ordinary shares and LiLAC Class B ordinary shares are entitledto 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 ofLiberty Global Class C ordinary shares and LiLAC Class C ordinary shares are not entitled to any voting powers except as required by law.At the option of the holder, each Liberty Global Class B ordinary share is convertible into one Liberty Global Class A ordinary share and each LiLACClass B ordinary share is convertible into one LiLAC Class A ordinary share. One Liberty Global Class A ordinary share is reserved for issuance for eachLiberty Global Class B ordinary share that is issued (10,805,850 shares issued as of December 31, 2016), and one LiLAC Class A ordinary share is reservedfor issuance for each LiLAC Class B ordinary shareII-180LIBERTY GLOBAL PLCNotes to Consolidated Financial Statements — (Continued)December 31, 2016, 2015 and 2014(1,888,323 shares issued as of December 31, 2016). Additionally, at December 31, 2016, we have reserved Liberty Global Shares and LiLAC Shares for theissuance of outstanding share-based compensation awards, as set forth in the table below: Liberty Global Shares LiLAC Shares Class A Class B Class C Class A Class B Class C Options 707,293 — 2,754,480 82,818 — 212,602SARs and PSARs 13,182,578 — 32,139,764 1,973,135 — 4,757,017PSUs, PGUs, RSUs 3,649,647 333,334 6,652,584 550,359 58,256 1,000,190Subject to any preferential rights of any outstanding class of our preference shares, the holders of Liberty Global Shares and LiLAC Shares are entitled todividends as may be declared from time to time by our board of directors from funds available therefore. Such dividends may be declared in favor of LibertyGlobal Shares and LiLAC Shares, in equal or unequal amounts, or only in favor of the Liberty Global Shares or the LiLAC Shares. There are currently nocontractual restrictions on our ability to pay dividends in cash or shares.In the event of our liquidation, dissolution and winding up, after payment or provision for payment of our debts and liabilities and subject to the priorpayment in full of any preferential amounts to which our preference shareholders, if any, may be entitled, the holders of Liberty Global Shares and LiLACShares will be entitled to receive their proportionate interests, expressed in liquidation units, in any assets available for distribution to our ordinary sharesregardless of whether such assets are then attributed to the Liberty Global Group or the LiLAC Group. Pursuant to the terms of our Articles of Association, theliquidation units for each Liberty Global Share and each LiLAC Share are 1 and 0.94893, respectively.On January 26, 2014, our board of directors approved a share split in the form of a share dividend (the 2014 Share Dividend), which constituted a bonusissue under our articles of association and English law, of one Liberty Global Class C ordinary share on each outstanding Liberty Global Class A, Class B andClass C ordinary share as of the February 14, 2014 record date. The distribution date for the 2014 Share Dividend was March 3, 2014. All Liberty Globalshare and per share amounts presented herein give retrospective effect to the 2014 Share Dividend.II-181LIBERTY GLOBAL PLCNotes to Consolidated Financial Statements — (Continued)December 31, 2016, 2015 and 2014A summary of the changes in our share capital during 2016 and 2015 is set forth in the table below: Liberty Global Shares LiLAC Shares Old Liberty Global Shares Class A Class B Class C Total Class A Class B Class C Total Class A Class B Class C Total in millions Balance at January 1, 2015$— $— $— $— $— $— $— $— $2.5 $0.1 $6.3 $8.9Repurchase and cancellation of OldLiberty Global Shares— — — — — — — — — — (0.1) (0.1)Liberty Global call option contracts— — — — — — — — — — (0.1) (0.1)Balance at June 30, 2015——— ———— —2.50.16.1 8.7Impact 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 ofLiberty Global Shares— — (0.1) (0.1) — — — — — — — —Liberty Global call option contracts— — (0.1) (0.1) — — — — — — — —Balance at December 31, 2015$2.5$0.1$5.9 $8.5$0.1$—$0.3 $0.4$—$—$— $—Impact of the CWC Acquisition(note 4)0.3 — 0.8 1.1 — — 0.1 0.1 — — — —Repurchase and cancellation ofLiberty Global Shares(0.3) — (0.4) (0.7) — — — — — — — —Impact of the LiLAC Distribution(note 4)— — — — 0.4 — 0.8 1.2 — — — —Balance at December 31, 2016$2.5 $0.1 $6.3 $8.9 $0.5 $— $1.2 $1.7 $— $— $— $—Share Repurchase ProgramsAs a U.K. incorporated company, we may only elect to repurchase shares or pay dividends to the extent of our “Distributable Reserves.” DistributableReserves, which are not linked to a U.S. GAAP reported amount, may be created through the earnings of the U.K. parent company and, among other methods,through a reduction in share premium approved by the English Companies Court. Based on the amounts set forth in our 2015 U.K. Companies Act Reportdated April 25, 2016, which are our most recent “Relevant Accounts” for the purposes of determining our Distributable Reserves under U.K. law, ourDistributable Reserves were $27.9 billion as of December 31, 2015. This amount does not reflect earnings, share repurchases or other activity that occurred in2016, each of which impacts the amount of our Distributable Reserves.Our board of directors has approved share repurchase programs for our Liberty Global Shares and, effective November 2016, our LiLAC Shares. Underthese plans, we receive authorization to acquire up to the specified amount (before direct acquisition costs) of Class A and Class C Liberty Global Shares orLiLAC Shares, or other authorized securities, from time to time through open market or privately negotiated transactions, which may include derivativetransactions. The most recent authorizations provide for the repurchase of up to $4.0 billion and $300.0 million of Liberty Global and LiLAC Class A and/orClass C shares, respectively. The timing of the repurchase of shares or other securities pursuant to our equity repurchase programs, which may be suspendedor discontinued at any time, is dependent on a variety of factors, including market conditions. As of December 31, 2016, the remaining amount authorized forrepurchases of Liberty Global Shares and LiLAC Shares was $1,943.4 million and $278.6 million, respectively. Subsequent to December 31, 2016, our boardof directors increased the amount authorized under the share repurchase program for our Liberty Global Shares by $1.0 billion.II-182LIBERTY GLOBAL PLCNotes to Consolidated Financial Statements — (Continued)December 31, 2016, 2015 and 2014The following table provides details of our share repurchases during 2016, 2015 and 2014: Class A ordinary shares Class C ordinary shares Sharesrepurchased Average pricepaid per share (a) Sharesrepurchased Average pricepaid per share (a) Total cost (a) in millionsLiberty Global Shares / Old Liberty Global Sharesrepurchased during: 2016 32,387,722 $32.26 31,557,089 $32.43 $2,068.02015 (b) — $— 49,984,562 $46.91 $2,344.52014 (c) 8,062,792 $42.19 28,401,019 $44.25 $1,596.9 LiLAC Shares repurchased during 2016 720,800 $20.65 313,647 $21.19 $21.5_______________(a)Includes direct acquisition costs and the effects of derivative instruments, where applicable.(b)Amounts relate to repurchases of (i) Old Liberty Global Shares from January 1 through June 30, 2015 and (ii) Liberty Global Shares from July 1through December 31, 2015.(c)Amounts relate to repurchases of Old Liberty Global Shares.Call Option ContractsFrom time to time, we enter into call option contracts pursuant to which we contemporaneously (i) sell call options on shares of Liberty Global ordinaryshares and (ii) purchase call options on an equivalent number of Liberty Global ordinary shares with an exercise price of zero. These contracts can result inthe 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 netgain on cash settled contracts is recorded as an increase to additional paid-in capital in our consolidated statements of equity.LiLAC DistributionFor information regarding the LiLAC Distribution, see note 4.Acquisition of Interests in VTR and VTR WirelessOn March 14, 2014, a subsidiary of VTR Finance acquired each of the noncontrolling ownership interests in VTR and VTR Wireless SpA (VTRWireless) from Inversiones Corp Comm 2 SpA (the VTR NCI Acquisition), formerly known as Corp Comm S.A. (the VTR NCI Owner). VTR Wireless was anindirect subsidiary of Liberty Global that was merged with a subsidiary of VTR in December 2014. The consideration for the VTR NCI Acquisition wassatisfied by the allotment and issuance of 10,091,178 Old Liberty Global Class C ordinary shares to the VTR NCI Owner. The VTR NCI Acquisition has beenaccounted for as an equity transaction, the net effect of which was to record the issued Old Liberty Global Class C shares at the $185.4 million carrying valueof the acquired noncontrolling interests.Subsidiary DistributionsFrom time to time, Telenet, VTR, CWC and certain other of our subsidiaries make cash distributions to their respective shareholders. Our share of thesedistributions is eliminated in consolidation and the noncontrolling interest owners’ share of these distributions is reflected as a charge against noncontrollinginterests in our consolidated statements of equity.II-183LIBERTY GLOBAL PLCNotes to Consolidated Financial Statements — (Continued)December 31, 2016, 2015 and 2014Restricted Net AssetsThe ability of certain of our subsidiaries to distribute or loan all or a portion of their net assets to our company is limited by the terms of applicable debtfacilities. At December 31, 2016, substantially all of our net assets represented net assets of our subsidiaries that were subject to such limitations.(13) Share-based CompensationOur share-based compensation expense primarily relates to the share-based incentive awards issued by Liberty Global to its employees and employees ofits subsidiaries. A summary of the aggregate share-based compensation expense that is included in our other operating and SG&A expenses is set forth below: Year ended December 31, 2016 2015 2014 in millionsLiberty Global: Performance-based incentive awards (a)$162.7 $157.1 $129.9Other share-based incentive awards114.9 149.6 99.7Total Liberty Global (b)277.6306.7 229.6Telenet share-based incentive awards (c)12.2 9.2 14.6Other7.1 2.3 13.0Total$296.9$318.2 $257.2Included in: Other operating expense: Liberty Global Group$3.3 $3.1 $4.8LiLAC Group1.4 0.3 2.8Total other operating expense4.73.4 7.6SG&A expense: Liberty Global Group278.2 312.7 240.8LiLAC Group14.0 2.1 8.8Total SG&A expense292.2314.8 249.6Total$296.9 $318.2 $257.2_______________(a)Includes share-based compensation expense related to (i) Liberty Global PSUs, including amounts resulting from the 2016 PSUs, as described anddefined below, (ii) a challenge performance award plan for certain executive officers and key employees (the Challenge Performance Awards) and(iii) PGUs to our Chief Executive Officer, as described below. The Challenge Performance Awards include PSARs and PSUs.(b)In connection with the LiLAC Transaction, our compensation committee approved modifications to our outstanding share-based incentive awards (the2015 Award Modifications) in accordance with the underlying share-based incentive plans. The objective of our compensation committee was toensure a relatively unchanged intrinsic value of outstanding equity awards before and after the bonus issuance of the LiLAC Shares. The mechanism tomodify outstanding share-based incentive awards, as approved by our compensation committee, utilized the volume-weighted average price of therespective shares for the five days prior to and the five days following the bonus issuance (Modification VWAPs). In order to determine if anyincremental share-based compensation expense should be recorded as a result of the 2015 Award Modifications, we were required to measure thechanges in the fair values of the then outstanding share-based incentive awards using market prices immediately before and immediately after the 2015Award Modifications. Due to declines in the share prices of our Class A and Class C Liberty Global Shares following the bonus issuance, the exerciseprices of options, SARs and PSARs determined using the Modification VWAPs were lower than the exercise prices that would have resulted if themarket prices immediately before and after the 2015 Award Modifications had been used. Accordingly, the Black-Scholes fair values ofII-184LIBERTY GLOBAL PLCNotes to Consolidated Financial Statements — (Continued)December 31, 2016, 2015 and 2014our options, SARs and PSARs increased as a result of the 2015 Award Modifications, resulting in incremental share-based compensation of $99.3million, including $16.1 million and $69.3 million recognized during 2016 and 2015, respectively, and $13.9 million that will be recognized in futureperiods through 2019 as the related awards vest.(c)Represents the share-based compensation expense associated with Telenet’s share-based incentive awards, which, at December 31, 2016, included (i)warrants and employee stock options (2,473,404 awards outstanding at a weighted average exercise price of €43.70 ($46.09)), (ii) performance-basedspecific stock option plans for the Chief Executive Officer (745,000 awards outstanding at a weighted average exercise price of €40.60 ($42.82)), (iii)performance-based share awards (173,640 awards outstanding) and (iv) performance-based specific stock option plans for employees (18,750 awardsoutstanding at a weighted average exercise price of €48.83 ($51.50)).As of December 31, 2016, $450.4 million of total unrecognized compensation cost related to our Liberty Global share-based compensation awards isexpected to be recognized as an expense by our company in the future over a weighted-average period of approximately 2.5 years.The following table summarizes certain information related to the share-based incentive awards granted and exercised with respect to Liberty Globalordinary shares: Year ended December 31, 2016 2015 2014Assumptions used to estimate fair value of options, SARs and PSARs granted: Risk-free interest rate0.88 - 1.49% 0.96 - 1.89% 0.81 - 1.77%Expected life3.2 - 5.5 years 3.0 - 5.5 years 3.1 - 5.1 yearsExpected volatility27.4 - 42.9% 23.1 - 30.1% 25.1 - 28.7%Expected dividend yieldnone none noneWeighted average grant-date fair value per share of awards granted: Options$10.40 $14.73 $11.40SARs$8.60 $10.76 $8.93PSARs$— $— $8.15RSUs$36.67 $51.85 $40.68PSUs$33.97 $51.57 $40.42PGUs$— $— $44.04Total intrinsic value of awards exercised (in millions): Options$16.9 $106.8 $126.6SARs$42.2 $51.7 $48.7PSARs$0.7 $0.2 $0.4Cash received from exercise of options (in millions)$17.4 $40.5 $54.8Income tax benefit related to share-based compensation (in millions)$55.2 $67.4 $54.6Share Incentive Plans — Liberty Global Ordinary SharesIncentive PlansAs of December 31, 2016, we are authorized to grant incentive awards under the Liberty Global 2014 Incentive Plan and the Liberty Global 2014Nonemployee Director Incentive Plan. Generally, we may grant non-qualified share options, SARs, restricted shares, RSUs, cash awards, performance awardsor any combination of the foregoing under either of these incentive plans (collectively, awards). Ordinary shares issuable pursuant to awards made underthese 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 whichawards may be issued under the Liberty Global 2014 Incentive Plan and the Liberty Global 2014 Nonemployee Director IncentiveII-185LIBERTY GLOBAL PLCNotes to Consolidated Financial Statements — (Continued)December 31, 2016, 2015 and 2014Plan 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, subjectto anti-dilution and other adjustment provisions in the respective plan. As of December 31, 2016, the Liberty Global 2014 Incentive Plan and the LibertyGlobal 2014 Nonemployee Director Incentive Plan had 64,795,919 and 9,789,929 ordinary shares available for grant, respectively.Awards (other than performance-based awards) under the Liberty Global 2014 Incentive Plan generally (i) vest 12.5% on the six month anniversary of thegrant 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 RSUs) issued under theLiberty Global 2014 Nonemployee Director Incentive Plan generally vest in three equal annual installments, provided the director continues to serve asdirector immediately prior to the vesting date, and expire seven years after the grant date. RSUs vest on the date of the first annual general meeting ofshareholders following the grant date. These awards may be granted at or above fair value in any class of ordinary shares.Awards under the VM Incentive Plan issued prior to the June 7, 2013 acquisition of Virgin Media have a 10-year term and become fully exercisablewithin five years of continued employment. Awards (other than performance-based awards) issued under the Liberty Global 2005 Incentive Plan and issuedunder the VM Incentive Plan after June 7, 2013 generally (i) vest 12.5% on the six month anniversary of the grant date and then vest at a rate of 6.25% eachquarter thereafter and (ii) expire seven years after the grant date. All awards issued under the Liberty Global 2005 Director Incentive Plan were fully vested asof December 31, 2016, and other than RSUs, expire 7 to 10 years after the grant date. RSUs vest on the date of the first annual general meeting of shareholdersfollowing the grant date. No further awards will be granted under the Liberty Global 2005 Incentive Plan, the Liberty Global 2005 Director Incentive Plan orthe VM Incentive Plan.Performance AwardsThe following is a summary of the material terms and conditions with respect to our performance-based awards for certain executive officers and keyemployees.Liberty Global PSUsEquity awards are granted to executive officers and key employees based on a target annual equity value for each executive and key employee, of whichapproximately two-thirds would be delivered in the form of PSUs and approximately one-third in the form of an annual award of SARs. Each currently-outstanding PSU represents the right to receive one Liberty Global or LiLAC Class A or Class C ordinary share, as applicable, subject to performance andvesting. Although PSUs are generally granted on an annual basis, no PSUs will be granted in 2017 to recipients of the 2016 PSUs, as defined and describedbelow.In March 2015, our compensation committee approved the grant of PSUs to executive officers and key employees (the 2015 PSUs). The performanceplan for the 2015 PSUs covered a two-year period ending December 31, 2016 and included a performance target based on the achievement of a specifiedcompound annual growth rate (CAGR) in a consolidated Adjusted OIBDA metric (as defined in note 18). The performance target was adjusted for events suchas acquisitions, dispositions and changes in foreign currency exchange rates that affect comparability (Adjusted OIBDA CAGR), and the participant’s annualperformance ratings during the two-year performance period. A performance range of 75% to 125% of the target Adjusted OIBDA CAGR will result in awardrecipients earning 50% to 150% of their respective PSUs, subject to reduction or forfeiture based on individual performance. The percentage of the 2015PSUs that has been earned by participants has not been finalized. The 2015 PSUs will vest 50% on each of April 1 and October 1 of 2017.In February 2016, our compensation committee approved the grant of PSUs to executive officers and key employees (the 2016 PSUs) pursuant to aperformance plan that is based on the achievement of a specified Adjusted OIBDA CAGR during the three-year period ended December 31, 2018. The 2016PSUs require delivery of a compound annual growth rate of our consolidated Adjusted OIBDA CAGR of 6.0% during the three-year performance period, withover- and under-performance payout opportunities should the Adjusted OIBDA CAGR exceed or fail to meet the target, as applicable. The performancepayout may be adjusted at the compensation committee’s discretion for events that may affect comparability, such as changes in foreign currency exchangerates and accounting principles or policies. A performance range of 75% to 167.5% of the target Adjusted OIBDA CAGR will generally result in awardrecipients earning 75% to 300% of their target 2016 PSUs, subject to reduction or forfeiture based on individual performance. The earned 2016 PSUs willvest 50% on each of April 1, 2019 and October 1, 2019.II-186LIBERTY GLOBAL PLCNotes to Consolidated Financial Statements — (Continued)December 31, 2016, 2015 and 2014Liberty Global Performance Grant AwardEffective April 30, 2014, our compensation committee authorized the grant of PGUs to our Chief Executive Officer, comprising a total of one millionPGUs 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 weresubject to a performance condition that was achieved in 2014, vest in three equal annual installments, the first of which occurred on March 15, 2015. OurChief 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 and33,333 PGUs with respect to each Class A and Class B LiLAC Shares as a result of the LiLAC Transaction in 2015. Each of these additional distributions vestover the same period as the May 1, 2014 award grant described above.Liberty Global Challenge Performance AwardsEffective June 24, 2013, our compensation committee approved the Challenge Performance Awards, which consisted solely of PSARs for our seniorexecutive officers and a combination of PSARs and PSUs for our other executive officers and key employees. Each PSU represented the right to receive oneLiberty Global or LiLAC Class A or Class C ordinary share, as applicable. The performance criteria for the Challenge Performance Awards was based on theparticipant’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 PSARs have a term of seven yearsand base prices equal to the respective market closing prices of the applicable class on the grant date.LiLAC DistributionIn connection with the LiLAC Distribution, our compensation committee approved modifications to our outstanding share-based incentive awards (the2016 Award Modification) in accordance with the underlying share-based incentive plans. The objective of our compensation committee was to ensure arelatively unchanged intrinsic value of outstanding equity awards before and after the LiLAC Distribution. The mechanism to modify outstanding share-based incentive awards, as approved by our compensation committee, utilized an analysis of the prices of the respective shares before and after the shareissuance. Based upon this approach, we determined the incremental value associated with the 2016 Award Modification was immaterial. As a result, we didnot recognize any incremental share-based compensation expense associated with the 2016 Award Modification. The impact of the LiLAC Distribution isseparately presented in the below tables.Share-based Award Activity — Liberty Global Ordinary SharesThe following tables summarize the share-based award activity during 2016 with respect to awards issued by Liberty Global:Liberty Global SharesOptions — Class A ordinary shares Number ofshares Weightedaverageexercise price Weightedaverageremainingcontractualterm Aggregateintrinsic value in years in millionsOutstanding at January 1, 2016 873,333 $22.85 Granted 79,899 $36.06 Forfeited (9,328) $34.59 Exercised (207,034) $20.99 Outstanding at June 30, 2016 736,870 $24.66 Impact of the LiLAC Distribution 39,000 $(3.49) Outstanding at July 1, 2016 775,870 $21.17 Forfeited (5,597) $16.65 Exercised (62,980) $17.55 Outstanding at December 31, 2016 707,293 $21.53 4.0 $7.5Exercisable at December 31, 2016 491,061 $17.93 3.2 $6.6II-187LIBERTY GLOBAL PLCNotes to Consolidated Financial Statements — (Continued)December 31, 2016, 2015 and 2014Liberty Global Shares — continued:Options — Class C ordinary shares Number ofshares Weightedaverageexercise price Weightedaverageremainingcontractualterm Aggregateintrinsic value in years in millionsOutstanding at January 1, 2016 2,738,536 $23.98 Granted 159,798 $35.15 Forfeited (51,787) $35.07 Exercised (541,147) $19.40 Outstanding at June 30, 2016 2,305,400 $25.58 Impact of the LiLAC Distribution 166,139 $(3.43) Outstanding at July 1, 2016 2,471,539 $22.15 Granted 499,552 $26.43 Forfeited (65,243) $28.24 Exercised (151,368) $16.73 Outstanding at December 31, 2016 2,754,480 $23.08 3.5 $21.5Exercisable at December 31, 2016 1,285,751 $16.50 3.1 $17.7SARs — Class A ordinary shares Number ofshares Weightedaveragebase price Weightedaverageremainingcontractualterm Aggregateintrinsic value in years in millionsOutstanding at January 1, 2016 7,693,152 $34.89 Granted 2,641,914 $37.73 Forfeited (123,302) $43.48 Exercised (336,732) $11.64 Outstanding at June 30, 2016 9,875,032 $36.34 Impact of the LiLAC Distribution 616,160 $(4.62) Outstanding at July 1, 2016 10,491,192 $31.72 Granted 144,740 $32.12 Forfeited (199,840) $37.27 Exercised (131,027) $19.66 Outstanding at December 31, 2016 10,305,065 $31.77 4.5 $26.6Exercisable at December 31, 2016 5,284,047 $28.26 3.3 $26.4II-188LIBERTY GLOBAL PLCNotes to Consolidated Financial Statements — (Continued)December 31, 2016, 2015 and 2014Liberty Global Shares — continued:SARs — Class C ordinary shares Number ofshares Weightedaveragebase price Weightedaverageremainingcontractualterm Aggregateintrinsic value in years in millionsOutstanding at January 1, 2016 18,685,347 $31.70 Granted 5,283,828 $36.60 Forfeited (256,622) $41.60 Exercised (995,103) $11.66 Outstanding at June 30, 2016 22,717,450 $33.61 Impact of the LiLAC Distribution 1,412,585 $(4.42) Outstanding at July 1, 2016 24,130,035 $29.19 Granted 289,480 $31.22 Forfeited (409,379) $35.63 Exercised (451,744) $18.12 Outstanding at December 31, 2016 23,558,392 $29.32 4.2 $79.7Exercisable at December 31, 2016 13,327,427 $25.68 3.1 $79.0PSARs — Class A ordinary shares Number ofshares Weightedaveragebase price Weightedaverageremainingcontractualterm Aggregateintrinsic value in years in millionsOutstanding at January 1, 2016 2,889,457 $31.93 Forfeited (657) $31.87 Outstanding at June 30, 2016 2,888,800 $31.93 Impact of the LiLAC Distribution 16,559 $(4.17) Outstanding at July 1, 2016 2,905,359 $27.76 Exercised (27,846) $27.71 Outstanding at December 31, 2016 (a) 2,877,513 $27.76 3.4 $8.2Exercisable at December 31, 2016 2,877,513 $27.76 3.4 $8.2II-189LIBERTY GLOBAL PLCNotes to Consolidated Financial Statements — (Continued)December 31, 2016, 2015 and 2014Liberty Global Shares — continued:PSARs — Class C ordinary shares Number ofshares Weightedaveragebase price Weightedaverageremainingcontractualterm Aggregateintrinsic value in years in millionsOutstanding at January 1, 2016 8,629,481 $30.52 Forfeited (1,961) $30.46 Outstanding at June 30, 2016 8,627,520 $30.52 Impact of the LiLAC Distribution 51,613 $(4.12) Outstanding at July 1, 2016 8,679,133 $26.40 Exercised (97,761) $26.27 Outstanding at December 31, 2016 (a) 8,581,372 $26.40 3.4 $28.5Exercisable at December 31, 2016 8,581,372 $26.40 3.4 $28.5RSUs — Class A ordinary shares Number ofshares Weightedaveragegrant-datefair valueper share Weightedaverageremainingcontractualterm in yearsOutstanding at January 1, 2016 564,976 $44.06 Granted 268,427 $37.72 Forfeited (23,233) $46.22 Released from restrictions (101,374) $41.30 Outstanding at June 30, 2016 708,796 $41.98 Impact of the LiLAC Distribution 101,140 $(5.73) Outstanding at July 1, 2016 809,936 $36.25 Granted 39,198 $32.11 Forfeited (49,529) $37.83 Released from restrictions (130,545) $35.00 Outstanding at December 31, 2016 669,060 $36.13 3.0II-190LIBERTY GLOBAL PLCNotes to Consolidated Financial Statements — (Continued)December 31, 2016, 2015 and 2014Liberty Global Shares — continued:RSUs — Class C ordinary shares Number ofshares Weightedaveragegrant-datefair valueper share Weightedaverageremainingcontractualterm in yearsOutstanding at January 1, 2016 1,194,182 $41.64 Granted 536,854 $36.59 Forfeited (50,385) $44.29 Released from restrictions (236,244) $38.06 Outstanding at June 30, 2016 1,444,407 $40.26 Impact of the LiLAC Distribution 215,866 $(5.38) Outstanding at July 1, 2016 1,660,273 $34.88 Granted 78,396 $31.21 Forfeited (102,806) $36.22 Released from restrictions (285,730) $35.01 Outstanding at December 31, 2016 1,350,133 $34.54 3.0PSUs and PGUs — Class A ordinary shares Number ofshares Weightedaveragegrant-datefair valueper share Weightedaverageremainingcontractualterm in yearsOutstanding at January 1, 2016 1,690,200 $42.61 Granted 2,075,660 $34.70 Performance adjustment (b) 17,499 $39.33 Forfeited (16,719) $45.12 Released from restrictions (696,341) $39.51 Outstanding at June 30, 2016 3,070,299 $37.93 Impact of the LiLAC Distribution 97,105 $(4.47) Outstanding at July 1, 2016 3,167,404 $33.46 Granted 96,604 $32.10 Forfeited (28,538) $34.01 Released from restrictions (254,883) $34.78 Outstanding at December 31, 2016 2,980,587 $33.30 2.2II-191LIBERTY GLOBAL PLCNotes to Consolidated Financial Statements — (Continued)December 31, 2016, 2015 and 2014Liberty Global Shares — continued:PGUs — Class B ordinary shares Number ofshares Weightedaveragegrant-datefair valueper share Weightedaverageremainingcontractualterm in yearsOutstanding at January 1, 2016 666,667 $42.43 Released from restriction (333,333) $42.43 Outstanding at June 30, 2016 333,334 $42.43 Impact of the LiLAC Distribution — $(4.71) Outstanding at July 1, 2016 333,334 $37.72 Outstanding at December 31, 2016 333,334 $37.72 0.2PSUs — Class C ordinary shares Number ofshares Weightedaveragegrant-datefair valueper share Weightedaverageremainingcontractualterm in yearsOutstanding at January 1, 2016 2,158,351 $41.30 Granted 4,151,320 $33.63 Performance adjustment (b) 35,000 $38.08 Forfeited (33,508) $43.47 Released from restrictions (837,276) $35.58 Outstanding at June 30, 2016 5,473,887 $36.32 Impact of the LiLAC Distribution 204,111 $(4.30) Outstanding at July 1, 2016 5,677,998 $32.02 Granted 193,208 $31.15 Forfeited (57,370) $33.15 Released from restrictions (511,385) $34.04 Outstanding at December 31, 2016 5,302,451 $31.78 2.4_______________(a)The performance criteria was achieved during 2016 and, as a result, all then outstanding awards became fully exercisable.(b)Represents the increase in PSUs associated with the first quarter 2016 determination that 103.6% of the PSUs that were granted in 2014 (the 2014PSUs) had been earned. As of December 31, 2016, all of the earned 2014 PSUs have been released from restriction.II-192LIBERTY GLOBAL PLCNotes to Consolidated Financial Statements — (Continued)December 31, 2016, 2015 and 2014LiLAC SharesOptions — Class A ordinary shares Number ofshares Weightedaverageexercise price Weightedaverageremainingcontractualterm Aggregateintrinsic value in years in millionsOutstanding at January 1, 2016 21,233 $24.29 Granted 3,995 $37.16 Forfeited (238) $43.84 Exercised (1,312) $9.56 Outstanding at June 30, 2016 23,678 $27.08 Impact of the LiLAC Distribution 59,140 $1.71 Outstanding at July 1, 2016 82,818 $28.79 Outstanding at December 31, 2016 82,818 $28.79 3.6 $0.3Exercisable at December 31, 2016 57,331 $23.13 2.7 $0.3Options — Class C ordinary shares Number ofshares Weightedaverageexercise price Weightedaverageremainingcontractualterm Aggregateintrinsic value in years in millionsOutstanding at January 1, 2016 57,742 $22.42 Granted 7,990 $38.67 Forfeited (474) $43.91 Exercised (4,439) $9.86 Outstanding at June 30, 2016 60,819 $25.30 Impact of the LiLAC Distribution 151,783 $1.27 Outstanding at July 1, 2016 212,602 $26.57 Outstanding at December 31, 2016 212,602 $26.57 3.3 $0.8Exercisable at December 31, 2016 161,637 $21.78 2.6 $0.8II-193LIBERTY GLOBAL PLCNotes to Consolidated Financial Statements — (Continued)December 31, 2016, 2015 and 2014LiLAC Shares — continued:SARs — Class A ordinary shares Number ofshares Weightedaveragebase price Weightedaverageremainingcontractualterm Aggregateintrinsic value in years in millionsOutstanding at January 1, 2016 233,192 $31.07 Granted 71,990 $37.53 Forfeited (1,963) $39.57 Exercised (6,852) $7.84 Outstanding at June 30, 2016 296,367 $33.12 Impact of the LiLAC Distribution 719,933 $2.36 Outstanding at July 1, 2016 1,016,300 $35.48 Granted 502,892 $34.76 Forfeited (30,893) $35.44 Exercised (1,898) $12.78 Outstanding at December 31, 2016 1,486,401 $35.27 5.0 $0.7Exercisable at December 31, 2016 571,960 $31.03 3.1 $0.7SARs — Class C ordinary shares Number ofshares Weightedaveragebase price Weightedaverageremainingcontractualterm Aggregateintrinsic value in years in millionsOutstanding at January 1, 2016 579,273 $29.73 Granted 143,980 $40.61 Forfeited (4,173) $39.81 Exercised (19,413) $8.01 Outstanding at June 30, 2016 699,667 $32.51 Impact of the LiLAC Distribution 1,709,612 $1.53 Outstanding at July 1, 2016 2,409,279 $34.04 Granted 1,005,784 $35.14 Forfeited (61,972) $35.86 Exercised (49,705) $13.49 Outstanding at December 31, 2016 3,303,386 $34.65 4.7 $1.4Exercisable at December 31, 2016 1,456,876 $29.94 2.9 $1.4II-194LIBERTY GLOBAL PLCNotes to Consolidated Financial Statements — (Continued)December 31, 2016, 2015 and 2014LiLAC Shares — continued:PSARs — Class A ordinary shares Number ofshares Weightedaveragebase price Weightedaverageremainingcontractualterm Aggregateintrinsic value in years in millionsOutstanding at January 1, 2016 140,127 $30.08 Forfeited (33) $30.02 Outstanding at June 30, 2016 140,094 $30.08 Impact of the LiLAC Distribution 346,640 $2.38 Outstanding at July 1, 2016 486,734 $32.46 Outstanding at December 31, 2016 (a) 486,734 $32.46 3.5 $—Exercisable at December 31, 2016 486,734 $32.46 3.5 $—PSARs — Class C ordinary shares Number ofshares Weightedaveragebase price Weightedaverageremainingcontractualterm Aggregateintrinsic value in years in millionsOutstanding at January 1, 2016 418,492 $30.30 Forfeited (99) $30.23 Outstanding at June 30, 2016 418,393 $30.30 Impact of the LiLAC Distribution 1,035,238 $2.01 Outstanding at July 1, 2016 1,453,631 $32.31 Outstanding at December 31, 2016 (a) 1,453,631 $32.31 3.5 $—Exercisable at December 31, 2016 1,453,631 $32.31 3.5 $—RSUs — Class A ordinary shares Number ofshares Weightedaveragegrant-datefair valueper share Weightedaverageremainingcontractualterm in yearsOutstanding at January 1, 2016 1,713 $45.12 Granted 52,349 $40.79 Released from restrictions (301) $48.09 Outstanding at June 30, 2016 53,761 $40.89 Impact of the LiLAC Distribution 3,365 $0.01 Outstanding at July 1, 2016 57,126 $40.90 Granted 128,550 $34.81 Forfeited (15,356) $38.05 Released from restrictions (10,939) $41.28 Outstanding at December 31, 2016 159,381 $36.24 3.0II-195LIBERTY GLOBAL PLCNotes to Consolidated Financial Statements — (Continued)December 31, 2016, 2015 and 2014LiLAC Shares — continued:RSUs — Class C ordinary shares Number ofshares Weightedaveragegrant-datefair valueper share Weightedaverageremainingcontractualterm in yearsOutstanding at January 1, 2016 3,428 $43.97 Granted 128,186 $42.79 Released from restrictions (606) $44.03 Outstanding at June 30, 2016 131,008 $42.82 Impact of the LiLAC Distribution 6,938 $(0.18) Outstanding at July 1, 2016 137,946 $42.64 Granted 257,135 $35.20 Forfeited (34,375) $39.64 Released from restrictions (26,067) $42.67 Outstanding at December 31, 2016 334,639 $37.23 3.0PSUs and PGUs — Class A ordinary shares Number ofshares Weightedaveragegrant-datefair valueper share Weightedaverageremainingcontractualterm in yearsOutstanding at January 1, 2016 86,303 $42.56 Granted 72,848 $35.46 Performance adjustment (b) 870 $39.33 Forfeited (755) $46.11 Released from restrictions (34,413) $39.57 Outstanding at June 30, 2016 124,853 $39.20 Impact of the LiLAC Distribution 316,800 $(3.51) Outstanding at July 1, 2016 441,653 $35.69 Granted 7,108 $30.67 Forfeited (1,890) $34.85 Released from restrictions (55,893) $35.94 Outstanding at December 31, 2016 390,978 $35.57 2.0PGUs — Class B ordinary shares Number ofshares Weightedaveragegrant-datefair valueper share Weightedaverageremainingcontractualterm in yearsOutstanding at January 1, 2016 33,333 $42.43 Released from restriction (16,666) $42.43 Outstanding at June 30, 2016 16,667 $42.43 Impact of the LiLAC Distribution 41,589 $(3.36) Outstanding at July 1, 2016 58,256 $39.07 Outstanding at December 31, 2016 58,256 $39.07 0.2II-196LIBERTY GLOBAL PLCNotes to Consolidated Financial Statements — (Continued)December 31, 2016, 2015 and 2014LiLAC Shares — continued:PSUs — Class C ordinary shares Number ofshares Weightedaveragegrant-datefair valueper share Weightedaverageremainingcontractualterm in yearsOutstanding at January 1, 2016 111,215 $41.36 Granted 145,696 $37.70 Performance adjustment (b) 1,741 $38.08 Forfeited (1,518) $44.44 Released from restrictions (40,692) $35.69 Outstanding at June 30, 2016 216,442 $39.91 Impact of the LiLAC Distribution 563,081 $(5.17) Outstanding at July 1, 2016 779,523 $34.74 Granted 14,216 $30.82 Forfeited (3,782) $34.53 Released from restrictions (124,406) $34.12 Outstanding at December 31, 2016 665,551 $34.77 2.3_______________(a)All outstanding awards became fully exercisable during 2016 as the performance criteria was achieved during the year.(b)Represents the increase in PSUs associated with the first quarter 2016 determination that 103.6% of the 2014 PSUs had been earned. As ofDecember 31, 2016, all of the earned 2014 PSUs have been released from restrictions.(14) Restructuring LiabilitiesA summary of changes in our restructuring liabilities during 2016 is set forth in the table below: Employeeseveranceandtermination Officeclosures Contracttermination andother Total in millions Restructuring liability as of January 1, 2016$68.5 $7.3 $70.7 $146.5Restructuring charges144.4 3.4 41.3 189.1Cash paid(115.6) (2.6) (46.7) (164.9)CWC and BASE liabilities at acquisition date15.3 — 2.0 17.3Disposal (a)(28.1) (0.5) — (28.6)Foreign currency translation adjustments and other(6.9) (0.3) (8.6) (15.8)Restructuring liability as of December 31, 2016$77.6 $7.3 $58.7 $143.6 Current portion$73.4 $2.2 $28.0 $103.6Noncurrent portion4.2 5.1 30.7 40.0Total$77.6 $7.3 $58.7 $143.6_______________(a)Represents restructuring liabilities associated with Ziggo Group Holding.II-197LIBERTY GLOBAL PLCNotes to Consolidated Financial Statements — (Continued)December 31, 2016, 2015 and 2014Our restructuring charges during 2016 included employee severance and termination costs related to certain reorganization and integration activities of$59.3 million in Germany, $26.1 million in U.K./Ireland, $20.4 million in the European Division’s central operations, $11.6 million in Chile and $10.8million in the Netherlands. Our restructuring charges during 2016 also included contract termination and other costs related to (i) contract terminationcharges of $15.0 million included in the European Division’s central operations, $7.7 million in the corporate and other category and $5.5 million in Chileand (ii) a charge of $11.6 million resulting from the write-off by Liberty Puerto Rico of a prepaid indefeasible right of use for telecommunications capacitydue to the abandonment of this capacity in favor of capacity on CWC’s network.A summary of changes in our restructuring liabilities during 2015 is set forth in the table below: Employeeseveranceandtermination Officeclosures Contracttermination Total in millions Restructuring liability as of January 1, 2015 $27.6 $12.5 $116.0 $156.1Restructuring charges (credits) 102.3 (0.8) 2.3 103.8Cash paid (67.9) (5.8) (29.4) (103.1)Foreign currency translation adjustments and other 6.5 1.4 (18.2) (10.3)Restructuring liability as of December 31, 2015 $68.5 $7.3 $70.7 $146.5 Current portion $63.7 $1.2 $34.1 $99.0Noncurrent portion 4.8 6.1 36.6 47.5Total $68.5 $7.3 $70.7 $146.5Our restructuring charges during 2015 included (i) employee severance and termination costs related to certain reorganization and integration activitiesof $61.8 million in the Netherlands, $20.9 million in U.K./Ireland, $9.7 million in Germany, $3.5 million in Switzerland/Austria and $2.6 million in PuertoRico, (ii) contract termination charges of $8.1 million in Belgium, $6.0 million in Chile and $4.5 million in Puerto Rico and (iii) a credit of $17.0 millionrecorded by Telenet during the fourth quarter following the settlement of its digital terrestrial television (DTT) capacity contract obligations, the fair value ofwhich were originally recorded during 2014 when Telenet discontinued the provision of DTT services, as further described below.A summary of changes in our restructuring liabilities during 2014 is set forth in the table below: Employeeseveranceandtermination Officeclosures Contracttermination Total in millions Restructuring liability as of January 1, 2014 $26.6 $14.9 $72.0 $113.5Restructuring charges 60.4 9.5 97.0 166.9Cash paid (66.3) (10.8) (34.4) (111.5)Ziggo liability at acquisition date 8.2 — — 8.2Foreign currency translation adjustments and other (1.3) (1.1) (18.6) (21.0)Restructuring liability as of December 31, 2014 $27.6 $12.5 $116.0 $156.1 Current portion $27.5 $4.4 $20.4 $52.3Noncurrent portion 0.1 8.1 95.6 103.8Total $27.6 $12.5 $116.0 $156.1II-198LIBERTY GLOBAL PLCNotes to Consolidated Financial Statements — (Continued)December 31, 2016, 2015 and 2014Prior to March 31, 2014, Telenet operated a DTT business that served a limited number of subscribers. The DTT network was accessed by Telenetpursuant to third-party capacity contracts that were accounted for as operating agreements. On March 31, 2014, Telenet discontinued the provision of DTTservices and, accordingly, recorded an $86.1 million restructuring charge during the three months ended March 31, 2014. This charge was equal to the thenfair value of the remaining payments due under the DTT capacity contracts.Our restructuring charges during 2014 also included $17.5 million, $11.2 million, $10.7 million, $10.1 million and $9.8 million of employee severanceand termination costs related to reorganization and integration activities, primarily in U.K./Ireland, the Netherlands, Germany, Chile and the EuropeanDivision’s central operations, respectively.(15) Defined Benefit PlansCertain of our subsidiaries maintain various funded and unfunded defined benefit plans for their employees. A significant portion of these definedbenefit plans are closed to new entrants and existing participants do not accrue any additional benefits.The table below provides summary information on our defined benefit plans: Year ended December 31, 2016 2015 2014 in millions Projected benefit obligation$3,200.3 $1,188.3 $1,247.6Fair value of plan assets (a)$3,108.7 $1,092.6 $1,122.7Net liability$91.6 $95.7 $124.9Net periodic pension cost (b)$10.1 $11.8 $9.6_______________ (a)The fair value of plan assets at December 31, 2016 includes $1,707.4 million, $199.1 million and $1,202.2 million of assets that are valued based onLevel 1, Level 2 and Level 3 inputs, respectively, of the fair value hierarchy (as further described in note 8). Our plan assets comprise investments indebt securities, equity securities, hedge funds, insurance contracts and certain other assets (including $1,018.3 million of investments valued usingLevel 3 inputs that are held by the CWSF, as defined and described below).(b)The 2016 and 2015 amounts exclude aggregate curtailment gains of $1.4 million and $7.9 million, respectively, which are included in impairment,restructuring and other operating items, net, in our consolidated statements of operations.At December 31, 2016, the Cable & Wireless Superannuation Fund (the CWSF), which is CWC’s largest defined benefit plan, had (i) a projected benefitobligation of $1,675.7 million, (ii) fair value of plan assets of $1,666.0 million and (iii) a funded status deficit of $9.7 million. During the period from April 1,2016 through December 31, 2016, CWC made cash contributions to the CWSF of $44.3 million (including $1.1 million of contributions made subsequent tothe completion of the CWC Acquisition), which was based in part on the triennial actuarial funding valuation as of March 31, 2013. CWC’s acquisition ofColumbus constituted a “change of control” under the contingent funding agreement (the Contingent Funding Agreement) between CWC and the trustee ofthe CWSF and, therefore, the trustee of the CWSF has the right to drawdown on the $123.5 million letters of credit that were put in place in connection withthe acquisition of Columbus pursuant to the terms of the Contingent Funding Agreement. Based on the pending outcome of the triennial actuarial valuationas of March 31, 2016, which is expected to be completed during the second quarter of 2017, CWC’s contributions necessary to fund the CWSF by April 2019are currently expected to range from nil to $28.4 million per year during 2017, 2018 and 2019. CWC is currently in negotiations with the trustee of theCWSF with respect to the future funding requirements of the CWSF and the outstanding letters of credit with a view to addressing the remaining deficitthrough future contributions over a period of time similar in structure to prior triennial period contribution schedules. No assurance can be given as to theoutcome of such negotiations.Based on December 31, 2016 exchange rates and information available as of that date, our subsidiaries’ contributions to their respective defined benefitplans in 2017 are expected to aggregate $88.2 million, including $29.6 million attributable to the CWSF.II-199LIBERTY GLOBAL PLCNotes to Consolidated Financial Statements — (Continued)December 31, 2016, 2015 and 2014(16) Accumulated Other Comprehensive Earnings (Loss)Accumulated other comprehensive earnings (loss) included in our consolidated balance sheets and statements of equity reflect the aggregate impact offoreign currency translation adjustments and pension-related adjustments and other. The changes in the components of accumulated other comprehensiveearnings (loss), net of taxes, are summarized as follows: Liberty Global shareholders Foreigncurrencytranslationadjustments Pension-related adjustmentsand other Accumulatedothercomprehensiveearnings (loss) Non-controllinginterests Totalaccumulatedothercomprehensiveearnings (loss) in millions Balance at January 1, 2014 $2,522.2 $6.6 $2,528.8 $20.4 $2,549.2Other comprehensive loss (810.1) (72.1) (882.2) (0.5) (882.7)Balance at December 31, 2014 1,712.1 (65.5) 1,646.6 19.9 1,666.5Other comprehensive loss (732.9) (17.8) (750.7) 0.5 (750.2)Balance at December 31, 2015 979.2 (83.3) 895.9 20.4 916.3Other comprehensive loss (1,251.8) (16.5) (1,268.3) (3.1) (1,271.4)Balance at December 31, 2016 $(272.6) $(99.8) $(372.4) $17.3 $(355.1) The components of other comprehensive loss, net of taxes, are reflected in our consolidated statements of comprehensive earnings (loss). The followingtable summarizes the tax effects related to each component of other comprehensive loss, net of amounts reclassified to our consolidated statements ofoperations: Pre-taxamount Tax benefit Net-of-taxamount in millionsYear ended December 31, 2016: Foreign currency translation adjustments (a) $(1,248.8) $(2.4) $(1,251.2)Pension-related adjustments and other (20.7) 0.5 (20.2)Other comprehensive loss (1,269.5) (1.9) (1,271.4)Other comprehensive loss attributable to noncontrolling interests (b) 3.1 — 3.1Other comprehensive loss attributable to Liberty Global shareholders $(1,266.4) $(1.9) $(1,268.3) Year ended December 31, 2015: Foreign currency translation adjustments (a) $(737.1) $4.2 $(732.9)Pension-related adjustments and other (23.4) 6.1 (17.3)Other comprehensive loss (760.5) 10.3 (750.2)Other comprehensive earnings attributable to noncontrolling interests (b) (0.7) 0.2 (0.5)Other comprehensive loss attributable to Liberty Global shareholders $(761.2) $10.5 $(750.7) Year ended December 31, 2014: Foreign currency translation adjustments (a) $(816.4) $6.3 $(810.1)Pension-related adjustments (89.9) 17.3 (72.6)Other comprehensive loss (906.3) 23.6 (882.7)Other comprehensive loss attributable to noncontrolling interests (b) 0.8 (0.3) 0.5Other comprehensive loss attributable to Liberty Global shareholders $(905.5) $23.3 $(882.2)II-200LIBERTY GLOBAL PLCNotes to Consolidated Financial Statements — (Continued)December 31, 2016, 2015 and 2014_______________(a)For additional information regarding reclassifications of foreign currency translation losses to earnings, see the consolidated statements ofcomprehensive earnings (loss) and note 5.(b)Amounts represent the noncontrolling interest owners’ share of our pension-related adjustments.(17) Commitments and ContingenciesCommitmentsIn the normal course of business, we have entered into agreements that commit our company to make cash payments in future periods with respect tonetwork and connectivity commitments, programming contracts, purchases of customer premises and other equipment and services, non-cancellableoperating leases and other items. The following table sets forth the U.S. dollar equivalents of such commitments as of December 31, 2016: Payments due during: 2017 2018 2019 2020 2021 Thereafter Total in millions Network and connectivity commitments$738.8 $386.9 $308.9 $257.4 $240.6 $868.2 $2,800.8Programming commitments1,041.2 900.5 457.2 183.5 62.1 93.1 2,737.6Purchase commitments1,236.9 212.6 145.9 102.6 21.0 70.3 1,789.3Operating leases133.5 113.2 94.0 73.8 60.7 249.0 724.2Other commitments46.7 15.0 12.2 8.5 7.4 14.4 104.2Total (a)$3,197.1 $1,628.2 $1,018.2 $625.8 $391.8 $1,295.0 $8,156.1_______________(a)The commitments included in this table do not reflect any liabilities that are included in our December 31, 2016 consolidated balance sheet.Network and connectivity commitments include (i) Telenet’s commitments for certain operating costs associated with its leased network, (ii)commitments associated with our MVNO agreements and (iii) service commitments associated with our network extension projects, primarily in the U.K.Telenet’s commitments for certain operating costs are subject to adjustment based on changes in the network operating costs incurred by Telenet with respectto its own networks. These potential adjustments are not subject to reasonable estimation and, therefore, are not included in the above table. The amountsreflected 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 areenforceable and legally binding on us as we have agreed to pay minimum fees without regard to (i) the actual number of subscribers to the programmingservices, (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 ourpremium sports services. In addition, programming commitments do not include increases in future periods associated with contractual inflation or otherprice adjustments that are not fixed. Accordingly, the amounts reflected in the above table with respect to these contracts are significantly less than theamounts we expect to pay in these periods under these contracts. Historically, payments to programming vendors have represented a significant portion ofour operating costs, and we expect that this will continue to be the case in future periods. In this regard, our total programming and copyright costsaggregated $2,449.4 million (including $2,104.5 million for the Liberty Global Group and $344.9 million for the LiLAC Group), $2,313.9 million (including$2,066.6 million for the Liberty Global Group and $247.3 million for the LiLAC Group) and $2,160.0 million (including $1,928.0 million for the LibertyGlobal Group and $232.0 million for the LiLAC Group) during 2016, 2015 and 2014, respectively.II-201LIBERTY GLOBAL PLCNotes to Consolidated Financial Statements — (Continued)December 31, 2016, 2015 and 2014Purchase 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 acquisitionagreements, 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 benefitplans and similar agreements, pursuant to which we expect to make payments in future periods. For information regarding our derivative instruments,including the net cash paid or received in connection with these instruments during 2016, 2015 and 2014, see note 7. For information regarding our definedbenefit plans, see note 15.We also have commitments pursuant to agreements with, and obligations imposed by, franchise authorities and municipalities, which may includeobligations in certain markets to move aerial cable to underground ducts or to upgrade, rebuild or extend portions of our broadband communication systems.Such amounts are not included in the above table because they are not fixed or determinable.Rental expense under non-cancellable operating lease arrangements amounted to $250.6 million (including $205.2 million for the Liberty Global Groupand $45.4 million for the LiLAC Group), $219.0 million (including $204.7 million for the Liberty Global Group and $14.3 million for the LiLAC Group) and$268.3 million (including $252.0 million for the Liberty Global Group and $16.3 million for the LiLAC Group) during 2016, 2015 and 2014, respectively. Itis 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 matchingcontributions under the various defined contribution employee benefit plans was $76.8 million (including $70.4 million for the Liberty Global Group and$6.4 million for the LiLAC Group), $76.7 million (including $75.0 million for the Liberty Global Group and $1.7 million for the LiLAC Group) and $63.2million (including $61.7 million for the Liberty Global Group and $1.5 million for the LiLAC Group) during 2016, 2015 and 2014, respectively.Guarantees and Other Credit EnhancementsIn the ordinary course of business, we may provide (i) indemnifications to our lenders, our vendors and certain other parties and (ii) performance and/orfinancial guarantees to local municipalities, our customers and vendors. Historically, these arrangements have not resulted in our company making anymaterial payments and we do not believe that they will result in material payments in the future.Legal and Regulatory Proceedings and Other ContingenciesInterkabel Acquisition. On November 26, 2007, Telenet and the PICs announced a non-binding agreement-in-principle to transfer the analog and digitaltelevision activities of the PICs, including all existing subscribers to Telenet. Subsequently, Telenet and the PICs entered into a binding agreement (the 2008PICs Agreement), which closed effective October 1, 2008. Beginning in December 2007, Proximus NV/SA (Proximus), the incumbent telecommunicationsoperator in Belgium, instituted several proceedings seeking to block implementation of these agreements. Proximus lodged summary proceedings with thePresident of the Court of First Instance of Antwerp to obtain a provisional injunction preventing the PICs from effecting the agreement-in-principle andinitiated 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 ofAntwerp ruled in favor of Proximus in the summary proceedings, which ruling was overturned by the Court of Appeal of Antwerp in June 2008. Proximusbrought this appeal judgment before the Cour de Cassation (the Belgian Supreme Court), which confirmed the appeal judgment in September 2010. OnApril 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 requestfor the rescission of the agreement-in-principle and the 2008 PICs Agreement. On June 12, 2009, Proximus appealed this judgment with the Court of Appealof Antwerp. In this appeal, Proximus is now also seeking compensation for damages should the 2008 PICs Agreement not be rescinded. While theseproceedings 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 PICsAgreement. In December 2015, Proximus resumed the civil proceedings pending with the Court of Appeal of Antwerp seeking to have the 2008 PICsAgreement annulled and claiming damages of €1.4 billion ($1.5 billion).II-202LIBERTY GLOBAL PLCNotes to Consolidated Financial Statements — (Continued)December 31, 2016, 2015 and 2014Telenet intends to defend itself vigorously in the resumed proceedings and does not expect an outcome before the end of 2017. No assurance can begiven as to the outcome of these or other proceedings. However, an unfavorable outcome of existing or future proceedings could potentially lead to theannulment of the 2008 PICs Agreement and/or to an obligation of Telenet to pay compensation for damages, subject to the relevant provisions of the 2008PICs Agreement, which stipulate that Telenet is responsible for damages in excess of €20.0 million ($21.1 million). We do not expect the ultimate resolutionof 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 thismatter as the likelihood of loss is not considered to be probable.Deutsche Telekom Litigation. On December 28, 2012, Unitymedia filed a lawsuit against Deutsche Telekom in which Unitymedia asserts that it paysexcessive prices for the co-use of Deutsche Telekom’s cable ducts in Unitymedia’s footprint. The Federal Network Agency approved rates for the co-use ofcertain ducts of Deutsche Telekom in March 2011. Based in part on these approved rates, Unitymedia is seeking a reduction of the annual lease fees(approximately €76 million ($80 million) for 2012) by approximately two-thirds and the return of similarly calculated overpayments from 2009 through theultimate settlement date, plus accrued interest. In October 2016, the first instance court dismissed this action. We have appealed this decision, however, theresolution of this matter may take several years and no assurance can be given that Unitymedia’s claims will be successful. Any recovery by Unitymedia willnot be reflected in our consolidated financial statements until such time as the final disposition of this matter has been reached.Liberty Puerto Rico Matter. In November 2012, we completed a business combination that resulted in, among other matters, the combination of our thenoperating subsidiary in Puerto Rico with San Juan Cable, LLC dba OneLink Communications (OneLink). In connection with this transaction (the OneLinkAcquisition), Liberty Puerto Rico, as the surviving entity, became a party to certain claims previously asserted by the incumbent telephone operator (PRTC)against OneLink based on alleged conduct of OneLink that occurred prior to the OneLink Acquisition (the PRTC Claim). The PRTC Claim includes anallegation that OneLink acted in an anticompetitive manner in connection with a series of legal and regulatory proceedings it initiated against PRTC inPuerto Rico beginning in 2009. In March 2014, a separate class action claim was filed in Puerto Rico (the Class Action Claim) containing allegationssubstantially similar to those asserted in the PRTC Claim, but alleging ongoing injury on behalf of a consumer class (as opposed to harm to a competitor). InJuly 2016, the judge presiding over the PRTC Claim in the United States District Court for the District of Maine (the District Court) granted OneLinksummary judgment that dismissed the PRTC Claim in its entirety. PRTC filed an appeal of the District Court’s decision with the United States First CircuitCourt of Appeals. Based on our assessment of the PRTC Claim on appeal and the Class Action Claim, we have determined that the possibility of loss isremote. As a result, we will not report on this matter in future filings. In connection with the July 2016 decision, we have released our previously-recordedprovision and related indemnification asset associated with the PRTC Claim, resulting in a $5.1 million reduction to our SG&A expenses during the thirdquarter of 2016. In December 2016, we received $7.5 million related to the reimbursement of legal fees we incurred in connection with the PRTC Claim,resulting in a reduction to our SG&A expenses during the fourth quarter of 2016 and the release of the former owners of OneLink from their obligations underthe indemnification agreement entered into in connection with the OneLink Acquisition.Belgium Regulatory Developments. In December 2010, the Belgisch Instituut voor Post en Telecommunicatie and the regional regulators for the mediasectors (together, the Belgium Regulatory Authorities) published their respective draft decisions reflecting the results of their joint analysis of thebroadcasting market in Belgium.The Belgium Regulatory Authorities adopted a final decision on July 1, 2011 (the July 2011 Decision) with some minor revisions. The regulatoryobligations imposed by the July 2011 Decision include (i) an obligation to make a resale offer at “retail minus’’ of the cable analog package available tothird party operators (including Proximus), (ii) an obligation to grant third-party operators (except Proximus) access to digital television platforms (includingthe basic digital video package) at “retail minus,” and (iii) an obligation to make a resale offer at “retail minus’’ of broadband internet access available tobeneficiaries of the digital television access obligation that wish to offer bundles of digital video and broadband internet services to their customers (exceptProximus).In February 2012, Telenet submitted draft reference offers regarding the obligations described above, and the Belgium Regulatory Authorities publishedthe final decision on September 9, 2013. Telenet has implemented the access obligations as described in its reference offers and, on March 1, 2016, OrangeBelgium NV (Orange Belgium), formerly known as Mobistar SA, launched a commercial offer combining a cable TV package and broadband internet accessfor certain of their mobile customers. In addition, as a result of the November 2014 decision by the Brussels Court of Appeal described below, on November14, 2014, Proximus submitted a request to Telenet to commence access negotiations. Telenet contests this request and has asked the BelgiumII-203LIBERTY GLOBAL PLCNotes to Consolidated Financial Statements — (Continued)December 31, 2016, 2015 and 2014Regulatory Authorities to assess the reasonableness of the Proximus request. The timing for a decision regarding this assessment by the Belgium RegulatoryAuthorities is not known.On December 14, 2015, the Belgium Regulatory Authorities published a draft decision, which amended previously-issued decisions and sets forth the“retail minus” tariffs of minus 26% for basic television (basic analog and digital video package) and minus 18% for the bundle of basic television andbroadband internet services during an initial two-year period. Following this two-year period, the tariffs would change to minus 15% and 7%, respectively.The draft decision was notified to the European Commission and a final decision was adopted on February 19, 2016. A “retail minus” method of pricinginvolves a wholesale tariff calculated as the retail price for the offered service by Telenet, excluding VAT and copyrights, and further deducting the retailcosts avoided by offering the wholesale service (such as costs for billing, franchise, consumer service, marketing and sales).Telenet filed an appeal against the July 2011 Decision with the Brussels Court of Appeal. On November 12, 2014, the Brussels Court of Appeal rejectedTelenet’s appeal of the July 2011 Decision and accepted Proximus’s claim that Proximus should be allowed access to Telenet’s, among other operators,digital television platform and the resale of bundles of digital video and broadband internet services. On November 30, 2015, Telenet filed an appeal of thisdecision with the Belgian Supreme Court. In 2014, Telenet and wireless operator Orange Belgium each filed an appeal with the Brussels Court of Appealagainst the initial retail minus decisions. These appeals are still pending. On April 25, 2016, Telenet also filed an appeal with the Brussels Court of Appealchallenging the February 19, 2016 retail minus decision. There can be no certainty that Telenet’s appeals will be successful.The July 2011 Decision aims to, and in its application may, strengthen Telenet’s competitors by granting them resale access to Telenet’s network to offercompeting products and services notwithstanding Telenet’s substantial historical financial outlays in developing the infrastructure. In addition, any resaleaccess granted to competitors could (i) limit the bandwidth available to Telenet to provide new or expanded products and services to the customers served byits network and (ii) adversely impact Telenet’s ability to maintain or increase its revenue and cash flows. The extent of any such adverse impacts ultimatelywill be dependent on the extent that competitors take advantage of the resale access ultimately afforded to Telenet’s network and other competitive factors ormarket developments.Financial Transactions Tax. Certain countries in the European Union (E.U.), including Germany, Austria and Slovakia, are participating in an enhancedcooperation procedure to introduce a financial transactions tax (the FTT). Under the draft language of the FTT proposal, a wide range of financialtransactions could be taxed at rates of at least 0.01% for derivative transactions based on the notional amount and 0.1% for other covered financialtransactions based on the underlying transaction price. Each of the individual countries would be permitted to determine an exact rate, which could behigher than the proposed rates of 0.01% and 0.1%. Any implementation of the FTT could have a global impact because it would apply to all financialtransactions where a financial institution is involved (including unregulated entities that engage in certain types of covered activity) and either of the parties(whether the financial institution or its counterparty) is in one of the participating countries. Although there continues to be ongoing discussions in therelevant countries around the FTT, uncertainty remains as to if and when the FTT will be implemented and the breadth of its application. Based on ourunderstanding of the current status of the potential FTT, we do not expect that any implementation of the FTT would occur before 2018. Any imposition ofthe FTT could increase banking fees and introduce taxes on internal transactions that we currently perform. Due to the uncertainty regarding the FTT, we arecurrently unable to estimate the financial impact that the FTT could have on our results of operations, cash flows or financial position.Virgin Media VAT Matters. Virgin Media’s application of VAT with respect to certain revenue generating activities has been challenged by the U.K. taxauthorities. Virgin Media has estimated its maximum exposure in the event of an unfavorable outcome to be £46.6 million ($57.5 million) as of December 31,2016. No portion of this exposure has been accrued by Virgin Media as the likelihood of loss is not considered to be probable. A court hearing was held atthe 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 paymentdiscounts 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 someof our competitors. The U.K. tax authority issued a decision in the fourth quarter of 2015 challenging our application of the prompt payment discount rulesprior 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 paymentsof £67.0 million ($99.1 million at the respective transaction dates), which included the challenged amount of £63.7 million and related interest of £3.3million. The aggregate amount paid does not include penalties, which could be significant in the unlikely event that penalties were to be assessed. Thismatter will likely be subject to court proceedings that could delay the ultimate resolution for an extended period ofII-204LIBERTY GLOBAL PLCNotes to Consolidated Financial Statements — (Continued)December 31, 2016, 2015 and 2014time. No portion of this potential exposure has been accrued by our company as the likelihood of loss is not considered to be probable.Hungary VAT Matter. In February 2016, our DTH operations in Luxembourg received a second instance decision from the Hungarian tax authorities as aresult of an audit with respect to VAT payments that the Hungarian tax authorities conducted for the years 2010 through 2012. The Hungarian tax authoritiesassessed our DTH operations with an obligation to pay VAT for the years audited of HUF 5,413.2 million ($18.5 million), excluding interest and penalties,which could be significant. We believe that our DTH operations have operated in compliance with all applicable rules, regulations and interpretationsthereof, including a binding tax ruling that we received from the Hungarian government in 2010. In October 2016, a Budapest court disagreed with the taxauthorities and dismissed the assessment. On February 2, 2017, the Hungarian tax authorities appealed the Budapest court decision to the Hungarian SupremeCourt. No portion of this exposure has been accrued by us as the likelihood of loss is not considered to be probable.Other Regulatory Issues. Video distribution, broadband internet, fixed-line telephony, mobile and content businesses are regulated in each of thecountries in which we operate. The scope of regulation varies from country to country, although in some significant respects regulation in European marketsis 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, revenueand the number and types of services offered and could lead to increased operating costs and property and equipment additions. In addition, regulation mayrestrict our operations and subject them to further competitive pressure, including pricing restrictions, interconnect and other access obligations, andrestrictions or controls on content, including content provided by third parties. Failure to comply with current or future regulation could expose ourbusinesses to various penalties.We have been notified of a fourfold increase in the rateable value of our network and other assets in the U.K. that is scheduled to become effective onApril 1, 2017. This increase will affect the amount we pay for network infrastructure charges as the annual amount payable to the U.K. government iscalculated by applying a percentage multiplier to the rateable value of assets. This proposed change, together with a similar proposed change in Ireland,would result in significant increases in our network infrastructure charges. We estimate that the aggregate amount of these increases will be approximately£30 million ($37 million) during 2017 and will build to a maximum aggregate increase of up to £120 million ($148 million) in 2021. We believe that theproposed increases are excessive, and we will challenge the underlying methodology and assumptions.In addition to the foregoing items, we have contingent liabilities related to matters arising in the ordinary course of business including (i) legalproceedings, (ii) issues involving VAT and wage, property, withholding and other tax issues and (iii) disputes over interconnection, programming, copyrightand channel carriage fees. While we generally expect that the amounts required to satisfy these contingencies will not materially differ from any estimatedamounts we have accrued, no assurance can be given that the resolution of one or more of these contingencies will not result in a material impact on ourresults of operations, cash flows or financial position in any given period. Due, in general, to the complexity of the issues involved and, in certain cases, thelack of a clear basis for predicting outcomes, we cannot provide a meaningful range of potential losses or cash outflows that might result from anyunfavorable outcomes.(18) Segment ReportingWe generally identify our reportable segments as those consolidated subsidiaries that represent 10% or more of our revenue, Adjusted OIBDA (as definedbelow) or total assets. In certain cases, we may elect to include an operating segment in our segment disclosure that does not meet the above-described criteriafor a reportable segment. We evaluate performance and make decisions about allocating resources to our operating segments based on financial measuressuch 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 makerto evaluate segment operating performance. Adjusted OIBDA is also a key factor that is used by our internal decision makers to (i) determine how to allocateresources to segments and (ii) evaluate the effectiveness of our management for purposes of annual and other incentive compensation plans. As we use theterm, Adjusted OIBDA is defined as operating income before depreciation and amortization, share-based compensation, provisions and provision releasesrelated to significant litigation and impairment, restructuring and other operating items. Other operating items include (a) gains and losses on the dispositionof long-lived assets, (b) third-party costs directly associated with successful and unsuccessful acquisitions andII-205LIBERTY GLOBAL PLCNotes to Consolidated Financial Statements — (Continued)December 31, 2016, 2015 and 2014dispositions, including legal, advisory and due diligence fees, as applicable, and (c) other acquisition-related items, such as gains and losses on thesettlement of contingent consideration. Our internal decision makers believe Adjusted OIBDA is a meaningful measure because it represents a transparentview 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 countriesin which we operate. A reconciliation of total segment Adjusted OIBDA to our earnings (loss) from continuing operations before income taxes is presentedbelow.As of December 31, 2016, our reportable segments are as follows:•European Division:•U.K./Ireland•Belgium•The Netherlands (through the completion of the Dutch JV Transaction)•Germany•Switzerland/Austria•Central and Eastern Europe•LiLAC Division:•CWC•Chile•Puerto RicoOn December 31, 2016, we completed the Dutch JV Transaction, whereby we contributed Ziggo Group Holding (including Ziggo Sport) to the Dutch JV.Accordingly, our results of operations include the operations of Ziggo Group Holding and Ziggo Sport for all periods presented while our December 31, 2016consolidated balance sheet excludes such entities. In our segment presentation, Ziggo Group Holding (exclusive of Ziggo Sport, which became a subsidiaryof Ziggo Group Holding in October 2016) is separately reported as “The Netherlands” and Ziggo Sport is included in our “Corporate and Other” category.Beginning with the first quarter of 2017, we expect to present the Dutch JV as a reportable segment. For additional information regarding the Dutch JVTransaction, see note 5 to our consolidated financial statements.All of the reportable segments set forth above derive their revenue primarily from residential and B2B services, including video, broadband internet andfixed-line telephony services and, with the exception of Puerto Rico, mobile services. At December 31, 2016, our operations in the European Divisionprovided residential and B2B services in 11 European countries and DTH services to customers in the Czech Republic, Hungary, Romania and Slovakiathrough a Luxembourg-based organization that we refer to as “UPC DTH.” In addition to UPC DTH, our Central and Eastern Europe segment includes ourbroadband communications operations in the Czech Republic, Hungary, Poland, Romania and Slovakia. The European Division’s central and other categoryincludes (i) costs associated with certain centralized functions, including billing systems, network operations, technology, marketing, facilities, finance andother administrative functions, and (ii) intersegment eliminations within the European Division. In addition, our LiLAC Division provides residential andB2B services in (a) 18 countries, all but one of which are located in Latin America and the Caribbean, through CWC, (b) Chile through VTR and (c) PuertoRico through Liberty Puerto Rico. CWC also provides (1) B2B services in certain other countries in Latin America and the Caribbean and (2) wholesaleservices over its sub-sea and terrestrial networks that connect over 30 markets in that region. The corporate and other category for the Liberty Global Groupincludes less significant consolidated operating segments that provide programming and other services, including Ziggo Sport through December 31, 2016.Intersegment eliminations primarily represent the elimination of intercompany transactions between our broadband communications and programmingoperations. Inter-group eliminations represent the elimination of intercompany transactions between the Liberty Global Group and the LiLAC Group.Performance Measures of Our Reportable SegmentsThe amounts presented below represent 100% of each of our reportable segment’s revenue and Adjusted OIBDA. As we have the ability to controlTelenet, Liberty Puerto Rico and certain subsidiaries of CWC that are not wholly owned, we consolidate 100% of the revenue and expenses of these entitiesin our consolidated statements of operations despite the fact that third parties own significant interests in these entities. The noncontrolling owners’ interestsin the operating results of Telenet, Liberty PuertoII-206LIBERTY GLOBAL PLCNotes to Consolidated Financial Statements — (Continued)December 31, 2016, 2015 and 2014Rico, certain subsidiaries of CWC and other less significant majority-owned subsidiaries are reflected in net earnings or loss attributable to noncontrollinginterests in our consolidated statements of operations. For additional information, see note 1. Year ended December 31, 2016 2015 2014 Revenue AdjustedOIBDA Revenue AdjustedOIBDA Revenue AdjustedOIBDA in millionsLiberty Global Group: European Division: U.K./Ireland$6,508.8 $2,930.9 $7,058.7 $3,162.1 $7,409.9 $3,235.7Belgium (a)2,691.1 1,173.4 2,021.0 990.3 2,279.4 1,125.0The Netherlands (b)2,690.8 1,472.7 2,745.3 1,519.5 1,498.5 857.9Germany2,539.7 1,586.4 2,399.5 1,502.1 2,711.5 1,678.2Switzerland/Austria1,755.6 1,069.3 1,758.2 1,040.1 1,846.1 1,056.4Total Western Europe16,186.0 8,232.7 15,982.7 8,214.1 15,745.4 7,953.2Central and Eastern Europe1,088.4 471.5 1,066.6 474.0 1,259.5 583.0Central and other(8.0) (327.2) (5.4) (289.2) (7.1) (282.7)Total European Division17,266.4 8,377.0 17,043.9 8,398.9 16,997.8 8,253.5Corporate and other66.7 (213.3) 42.3 (222.6) 70.8 (212.0)Intersegment eliminations (c)(48.1) — (23.5) — (24.9) 4.0Total Liberty Global Group17,285.0 8,163.7 17,062.7 8,176.3 17,043.7 8,045.5LiLAC Group: LiLAC Division: CWC (d)1,444.8 541.9 — — — —Chile859.5 339.3 838.1 328.1 898.5 351.0Puerto Rico (e)420.8 211.8 379.2 167.2 306.1 128.9Total LiLAC Division2,725.1 1,093.0 1,217.3 495.3 1,204.6 479.9Intersegment eliminations(1.3) — — — — —Corporate— (8.9) — (4.3) — (3.1)Total LiLAC Group2,723.8 1,084.1 1,217.3 491.0 1,204.6 476.8Total$20,008.8 $9,247.8 $18,280.0 $8,667.3 $18,248.3 $8,522.3_______________(a)The amounts presented for 2016 include the post-acquisition revenue and Adjusted OIBDA of BASE, which was acquired on February 11, 2016.(b)The amounts presented for 2014 exclude the pre-acquisition revenue and Adjusted OIBDA of Ziggo, which was acquired on November 11, 2014.(c)Amounts are primarily related to transactions between our European Division and our programming operations.(d)The amounts presented for 2016 reflect the post-acquisition revenue and Adjusted OIBDA of CWC, which was acquired on May 16, 2016.(e)The amounts presented for 2015 exclude the pre-acquisition revenue and Adjusted OIBDA of Choice, which was acquired on June 3, 2015.II-207LIBERTY GLOBAL PLCNotes to Consolidated Financial Statements — (Continued)December 31, 2016, 2015 and 2014The following table provides a reconciliation of total segment Adjusted OIBDA from continuing operations to earnings (loss) from continuingoperations before income taxes: Year ended December 31, 2016 2015 2014 in millions Total segment Adjusted OIBDA from continuing operations$9,247.8 $8,667.3 $8,522.3Share-based compensation expense(296.9) (318.2) (257.2)Depreciation and amortization(5,801.1) (5,825.8) (5,500.1)Impairment, restructuring and other operating items, net(348.5) (174.1) (536.8)Operating income2,801.3 2,349.2 2,228.2Interest expense(2,638.4) (2,441.4) (2,544.7)Realized and unrealized gains on derivative instruments, net845.1 847.2 88.8Foreign currency transaction losses, net(290.0) (1,149.2) (836.5)Realized and unrealized gains (losses) due to changes in fair values of certain investments and debt,net(461.5) 124.5 205.2Losses on debt modification and extinguishment, net(237.2) (388.0) (186.2)Gain on Dutch JV Transaction520.8 — —Other income (expense), net9.3 (26.9) (10.7)Earnings (loss) from continuing operations before income taxes$549.4 $(684.6) $(1,055.9)II-208LIBERTY GLOBAL PLCNotes to Consolidated Financial Statements — (Continued)December 31, 2016, 2015 and 2014Balance Sheet Data of our Reportable SegmentsSelected balance sheet data of our reportable segments is set forth below: Long-lived assets Total assets December 31, December 31, 2016 2015 2016 2015 in millionsLiberty Global Group: European Division: U.K./Ireland$16,287.4 $19,789.9 $20,445.8 $23,523.6Belgium4,961.8 3,674.9 5,724.7 4,457.7The Netherlands— 14,741.7 — 15,103.2Germany7,388.9 7,898.9 7,937.2 8,578.5Switzerland/Austria5,054.3 5,108.0 5,415.3 5,438.6Total Western Europe33,692.4 51,213.4 39,523.0 57,101.6Central and Eastern Europe2,262.4 2,268.0 2,360.7 2,357.5Central and other (a)676.7 543.9 9,753.1 1,541.1Total European Division36,631.5 54,025.3 51,636.8 61,000.2Corporate and other107.8 119.7 2,881.1 3,331.3Total Liberty Global Group36,739.3 54,145.0 54,517.9 64,331.5LiLAC Group: LiLAC Division: CWC9,534.8 — 10,934.7 —Chile993.9 873.7 1,500.6 1,506.6Puerto Rico1,355.6 1,347.8 1,465.9 1,469.4Total LiLAC Division11,884.3 2,221.5 13,901.2 2,976.0Corporate120.9 120.9 290.9 262.1Total LiLAC Group12,005.2 2,342.4 14,192.1 3,238.1Inter-group eliminations— — (25.9) (10.6)Total$48,744.5 $56,487.4 $68,684.1 $67,559.0_______________(a)The total asset amount at December 31, 2016 includes our equity method investment in the Dutch JV and related receivables.II-209LIBERTY GLOBAL PLCNotes to Consolidated Financial Statements — (Continued)December 31, 2016, 2015 and 2014Property and Equipment Additions of our Reportable SegmentsThe property and equipment additions of our reportable segments (including capital additions financed under vendor financing or capital leasearrangements) are presented below and reconciled to the capital expenditure amounts included in our consolidated statements of cash flows. For additionalinformation concerning capital additions financed under vendor financing and capital lease arrangements, see note 9. Year ended December 31, 2016 2015 2014 in millionsLiberty Global Group: European Division: U.K./Ireland$1,761.1 $1,527.3 $1,506.7Belgium (a)588.4 371.6 448.9The Netherlands (b)588.9 536.1 268.0Germany594.3 535.7 574.5Switzerland/Austria368.7 315.6 327.2Total Western Europe3,901.4 3,286.3 3,125.3Central and Eastern Europe330.5 277.3 264.8Central and other387.2 280.7 257.9Total European Division4,619.1 3,844.3 3,648.0Corporate and other19.5 65.9 5.0Total Liberty Global Group4,638.6 3,910.2 3,653.0LiLAC Group: CWC (c)282.6 — —Chile194.6 149.0 195.8Puerto Rico (d)91.0 78.1 60.4Total LiLAC Group568.2 227.1 256.2Total property and equipment additions5,206.8 4,137.3 3,909.2Assets acquired under capital-related vendor financing arrangements(2,064.2) (1,481.5) (975.3)Assets acquired under capital leases(111.6) (106.1) (127.2)Changes in current liabilities related to capital expenditures(386.7) (50.2) (122.3)Total capital expenditures$2,644.3 $2,499.5 $2,684.4_______________(a)The amount presented at December 31, 2016 includes the post-acquisition property and equipment additions of BASE, which was acquired onFebruary 11, 2016.(b)The amount presented at December 31, 2014 excludes the pre-acquisition property and equipment additions of Ziggo, which was acquired onNovember 11, 2014.(c)The amount presented at December 31, 2016 reflects the post-acquisition property and equipment additions of CWC, which was acquired on May 16,2016.(d)The amount presented at December 31, 2015 excludes the pre-acquisition property and equipment additions of Choice, which was acquired on June 3,2015.II-210LIBERTY GLOBAL PLCNotes to Consolidated Financial Statements — (Continued)December 31, 2016, 2015 and 2014Revenue by Major CategoryOur revenue by major category is set forth below: Year ended December 31, 2016 2015 2014 in millionsSubscription revenue (a): Video$6,378.0 $6,380.1 $6,535.7Broadband internet5,309.4 5,073.4 4,713.6Fixed-line telephony3,018.6 3,160.9 3,258.9Cable subscription revenue14,706.0 14,614.4 14,508.2Mobile (b)1,706.4 1,037.3 1,085.6Total subscription revenue16,412.4 15,651.7 15,593.8B2B revenue (c)2,156.3 1,580.2 1,515.9Other revenue (b) (d)1,440.1 1,048.1 1,138.6Total$20,008.8 $18,280.0 $18,248.3_______________(a)Subscription revenue includes amounts received from subscribers for ongoing services, excluding installation fees and late fees. Subscription revenuefrom subscribers who purchase bundled services at a discounted rate is generally allocated proportionally to each service based on the standalone pricefor each individual service. As a result, changes in the standalone pricing of our cable and mobile products or the composition of bundles cancontribute to changes in our product revenue categories from period to period.(b)Mobile subscription revenue excludes mobile interconnect revenue of $313.4 million, $212.7 million and $245.0 million during 2016, 2015 and2014, respectively. Mobile interconnect revenue and revenue from mobile handset sales are included in other revenue.(c)B2B revenue includes revenue from business broadband internet, video, voice, mobile and data services offered to medium to large enterprises and, ona wholesale basis, to other operators. We also provide services to certain small or home office (SOHO) subscribers. SOHO subscribers pay a premiumprice to receive expanded service levels along with video, broadband internet, fixed-line telephony or mobile services that are the same or similar tothe mass marketed products offered to our residential subscribers. Revenue from SOHO subscribers, which is included in subscription revenue,aggregated $491.8 million, $319.2 million and $216.5 million during 2016, 2015 and 2014, respectively.(d)Other revenue includes, among other items, interconnect fees, mobile handset sales, channel carriage fees and installation fees.II-211LIBERTY GLOBAL PLCNotes to Consolidated Financial Statements — (Continued)December 31, 2016, 2015 and 2014Geographic SegmentsThe revenue of our geographic segments is set forth below: Year ended December 31, 2016 2015 2014 in millionsLiberty Global Group: European Division: U.K.$6,070.4 $6,663.3 $6,941.1Belgium (a)2,691.1 2,021.0 2,279.4The Netherlands (b)2,690.8 2,745.3 1,498.5Germany2,539.7 2,399.5 2,711.5Switzerland1,377.3 1,390.3 1,414.4Ireland438.4 395.4 468.8Poland391.4 399.7 469.9Austria378.3 367.9 431.7Hungary273.1 258.5 310.2The Czech Republic180.4 176.6 221.0Romania169.9 158.1 173.3Slovakia58.4 59.3 74.5Other7.2 9.0 3.5Total European Division17,266.4 17,043.9 16,997.8Other, including intersegment eliminations18.6 18.8 45.9Total Liberty Global Group17,285.0 17,062.7 17,043.7LiLAC Group: LiLAC Division: CWC (c): Panama414.8 — —Jamaica202.9 — —Bahamas181.5 — —Barbados143.1 — —Trinidad and Tobago103.0 — —Other (d)399.5 — —Total CWC1,444.8 — —Chile859.5 838.1 898.5Puerto Rico (e)420.8 379.2 306.1Total LiLAC Division2,725.1 1,217.3 1,204.6Intersegment eliminations(1.3) — —Total LiLAC Group2,723.8 1,217.3 1,204.6Total$20,008.8 $18,280.0 $18,248.3_______________ (a)The amount presented for 2016 includes the post-acquisition revenue of BASE, which was acquired on February 11, 2016.(b)The amount presented for 2014 excludes the pre-acquisition revenue of Ziggo, which was acquired on November 11, 2014.II-212LIBERTY GLOBAL PLCNotes to Consolidated Financial Statements — (Continued)December 31, 2016, 2015 and 2014(c)The amount presented for 2016 reflects the post-acquisition revenue of CWC, which was acquired on May 16, 2016. For each CWC jurisdiction, theamounts presented include (i) revenue from residential and B2B operations and (ii) revenue derived from wholesale network customers, as applicable.(d)The amount presented for 2016 relates to other countries in which CWC operates, which are primarily located in Latin America and the Caribbean, andincludes (i) revenue from residential and B2B operations, (ii) revenue from wholesale network customers and (iii) intercompany eliminations.(e)The amount presented for 2015 excludes the pre-acquisition revenue of Choice, which was acquired on June 3, 2015.II-213LIBERTY GLOBAL PLCNotes to Consolidated Financial Statements — (Continued)December 31, 2016, 2015 and 2014The long-lived assets of our geographic segments are set forth below: December 31, 2016 2015 in millionsLiberty Global Group: European Division: U.K.$15,638.7 $19,127.8Germany7,388.9 7,898.9Belgium4,961.8 3,674.9Switzerland4,057.3 4,117.7Austria997.0 990.3Poland840.9 893.2Ireland648.7 662.1The Czech Republic529.1 534.8Hungary519.4 494.4Romania228.2 194.0Slovakia109.6 103.2The Netherlands— 14,741.7Other (a)711.9 592.3Total European Division36,631.5 54,025.3U.S. and other (b)107.8 119.7Total Liberty Global Group36,739.3 54,145.0LiLAC Group: CWC: Panama2,330.0 —Networks (c)1,547.1 —Trinidad and Tobago1,024.5 —Jamaica943.3 —Bahamas869.1 —Barbados645.1 —Other (d)2,175.7 —Total CWC9,534.8 —Puerto Rico1,355.6 1,347.8Chile993.9 873.7Corporate120.9 120.9Total LiLAC Group12,005.2 2,342.4Total$48,744.5 $56,487.4_______________ (a)Primarily represents long-lived assets of the European Division’s central operations, which are located in the Netherlands.(b)Primarily represents the long-lived assets of our corporate offices.(c)Represents long-lived assets related to CWC’s sub-sea and terrestrial network that connects over 30 markets in Latin America and the Caribbean. II-214LIBERTY GLOBAL PLCNotes to Consolidated Financial Statements — (Continued)December 31, 2016, 2015 and 2014(d)The amount presented at December 31, 2016 includes long-lived assets of CWC’s other operations, which are primarily located in the Caribbean.(19) Quarterly Financial Information (Unaudited) 2016 1st quarter 2nd quarter 3rd quarter 4th quarter in millions, except per share amounts Revenue $4,588.0 $5,074.1 $5,207.2 $5,139.5Operating income $586.6 $487.8 $902.7 $824.2Net earnings (loss) attributable to Liberty Global shareholders $(369.1) $101.4 $(249.5) $2,222.5Basic earnings (loss) attributable to Liberty Global shareholders pershare (note 3): Liberty Global Shares $(0.39) $0.23 $(0.18) $2.47LiLAC Shares $(0.88) $(2.04) $(0.47) $(0.07)Diluted earnings (loss) attributable to Liberty Global shareholdersper share (note 3): Liberty Global Shares $(0.39) $0.23 $(0.18) $2.45LiLAC Shares $(0.88) $(2.04) $(0.47) $(0.07) 2015 1st quarter 2nd quarter 3rd quarter 4th quarter in millions, except per share amounts Revenue $4,516.9 $4,566.5 $4,597.4 $4,599.2Operating income $557.5 $624.9 $545.5 $621.3Net earnings (loss) attributable to Liberty Global shareholders $(537.5) $(464.7) $133.3 $(283.6)Basic and diluted earnings (loss) attributable to Liberty Globalshareholders per share (note 3): Liberty Global Shares $0.12 $(0.32)LiLAC Shares $0.69 $(0.30)Old Liberty Global Shares $(0.61) $(0.53) II-215LIBERTY GLOBAL PLCNotes to Consolidated Financial Statements — (Continued)December 31, 2016, 2015 and 2014(20) Subsequent EventsVirgin Media Refinancing TransactionsIn January 2017, Virgin Media Secured Finance issued £675.0 million ($833.3 million) principal amount of 5.0% senior secured notes due April 15,2027 (the April 2027 VM Senior Secured Notes). The net proceeds from the April 2027 VM Senior Secured Notes were used to repay in full the outstandingprincipal amount under the April 2021 VM Sterling Senior Secured Notes.Subject to the circumstances described below, the April 2027 VM Senior Secured Notes are non-callable until April 15, 2022. At any time prior to April15, 2022, Virgin Media Secured Finance may redeem some or all of the April 2027 VM Senior Secured Notes by paying a “make-whole” premium, which isthe present value of all remaining scheduled interest payments to April 15, 2022 using the discount rate (as specified in the indenture) as of the redemptiondate plus 50 basis points.Virgin Media Secured Finance may redeem some or all of the April 2027 VM Senior Secured Notes at the following redemption prices (expressed as apercentage of the principal amount) plus accrued and unpaid interest and additional amounts (as specified in the indenture), if any, to the applicableredemption date, as set forth below: Redemption price12-month period commencing April 15: 2022102.500%2023101.250%2024100.625%2025 and thereafter100.000%In February 2017, Virgin Media SFA Finance Limited entered into a new £865.0 million ($1,067.9 million) term loan facility (VM Facility J). VMFacility J matures on January 31, 2026, bears interest at a rate of LIBOR + 3.50% and is subject to a LIBOR floor of 0.0%. The net proceeds from VM FacilityJ were used to repay in full the outstanding principal amount under VM Facility E.UPC Holding Refinancing TransactionIn February 2017, UPC Financing entered into a new $2,150.0 million term loan facility (UPC Facility AP). UPC Facility AP was issued at 99.75% ofpar, matures on April 15, 2025, bears interest at a rate of LIBOR + 2.75% and is subject to a LIBOR floor of 0.0%. The net proceeds from UPC Facility AP, inconjunction with existing cash, were used to repay in full the outstanding principal amount under UPC Facility AN.II-216PART IIIThe capitalized terms used in Part III of this Annual Report on Form 10-K are defined in the notes to our consolidated financial statements. In thefollowing text, the terms, “we,” “our,” “our company” and “us” may refer, as the context requires, to Liberty Global (or its predecessor) or collectively toLiberty Global (or its predecessor) and its subsidiaries.Except as indicated below, the following required information is incorporated by reference to our definitive proxy statement for our 2017 AnnualMeeting of Shareholders, which we intend to hold during the second quarter of 2017.Item 10.DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE Item 11.EXECUTIVE COMPENSATION Item 12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATEDSTOCKHOLDER MATTERS The information required by Item 201(d) of Regulation S-K is included below and accordingly will not beincorporated by reference to our definitive proxy statement. Item 13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE Item 14.PRINCIPAL ACCOUNTANT FEES AND SERVICESWe intend to file our definitive proxy statement for our 2017 Annual Meeting of Shareholders with the Securities and Exchange Commission on orbefore May 1, 2017.III-1Item 12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERSSecurities Authorized for Issuance Under Equity Compensation PlansThe following table sets forth information as of December 31, 2016 with respect to our ordinary shares that are authorized for issuance under our equitycompensation plans.Equity Compensation Plan InformationPlan Category Number ofsecurities to beissued uponexercise ofoutstandingoptions, warrantsand rights (1)(2) Weighted averageexercise price ofoutstandingoptions, warrantsand rights (1)(2) Number ofsecuritiesavailable forfuture issuanceunder equitycompensationplans (excluding securitiesreflected in the first column)Equity compensation plans approved by security holders: Liberty Global 2014 Incentive Plan (3): Total ordinary shares available for issuance 64,795,919Liberty Global Class A ordinary shares 7,434,710 $35.78 Liberty Global Class C ordinary shares 14,942,006 $34.42 LiLAC Class A ordinary shares 1,131,740 $38.67 LiLAC Class C ordinary shares 2,266,371 $39.13 Liberty Global 2014 Nonemployee Director Incentive Plan (4): Total ordinary shares available for issuance 9,789,929Liberty Global Class A ordinary shares 212,166 $35.70 Liberty Global Class C ordinary shares 423,603 $34.17 LiLAC Class A ordinary shares 37,046 $42.07 LiLAC Class C ordinary shares 74,030 $42.25 Liberty Global 2005 Incentive Plan (5): —Liberty Global Class A ordinary shares 5,472,104 $24.37 Liberty Global Class C ordinary shares 16,387,658 $23.24 LiLAC Class A ordinary shares 800,669 $28.83 LiLAC Class C ordinary shares 2,368,978 $28.99 Liberty Global 2005 Director Incentive Plan (5): —Liberty Global Class A ordinary shares 262,165 $15.43 Liberty Global Class C ordinary shares 793,494 $14.87 LiLAC Class A ordinary shares 45,772 $18.03 LiLAC Class C ordinary shares 138,572 $18.20 VM Incentive Plan (5): —Liberty Global Class A ordinary shares 508,726 $22.50 Liberty Global Class C ordinary shares 2,347,483 $25.27 LiLAC Class A ordinary shares 40,726 $33.47 LiLAC Class C ordinary shares 121,668 $33.38 Equity compensation plans not approved by security holders: None — —Totals: Total ordinary shares available for issuance 74,585,848Liberty Global Class A ordinary shares 13,889,871 Liberty Global Class C ordinary shares 34,894,244 LiLAC Class A ordinary shares 2,055,953 LiLAC Class C ordinary shares 4,969,619 III-2 _______________(1)This table includes (i) SARs with respect to 10,305,065, 23,558,392, 1,486,401 and 3,303,386 Liberty Global Class A, Liberty Global Class C, LiLACClass A and LiLAC Class C ordinary shares, respectively, and (ii) PSARs with respect to 2,877,513, 8,581,372, 486,734 and 1,453,631 Liberty GlobalClass A, Liberty Global Class C, LiLAC Class A and LiLAC Class C ordinary shares, respectively. Upon exercise, the appreciation of a SAR, which isthe 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, iflower, a specified price, may be paid in shares of the applicable class of ordinary shares. Based upon the respective market prices of Liberty GlobalClass A and Class C and LiLAC Class A and Class C ordinary shares at December 31, 2016 and excluding any related tax effects, 868,048, 2,683,988,32,221 and 67,168 Liberty Global Class A , Liberty Global Class C, LiLAC Class A and LiLAC Class C ordinary shares, respectively, would have beenissued if all outstanding and in-the-money SARs had been exercised on December 31, 2016. For further information, see note 13 to our consolidatedfinancial statements.(2)In addition to the option, SAR and PSAR information included in this table, there are outstanding RSU, PSU and PGU awards under the variousincentive plans with respect to an aggregate of 3,649,647, 333,334, 6,652,584, 550,359, 58,256 and 1,000,190 Liberty Global Class A, Liberty GlobalClass B, Liberty Global Class C, LiLAC Class A, LiLAC Class B and LiLAC Class C ordinary shares, respectively.(3)The Liberty Global 2014 Incentive Plan permits grants of, or with respect to, Liberty Global or LiLAC ordinary shares subject to a single aggregatelimit of 105 million shares (of which no more than 50.25 million shares may consist of Class B shares), subject to anti-dilution adjustments. Asof December 31, 2016, an aggregate of 64,795,919 ordinary shares were available for issuance pursuant to the incentive plan. For furtherinformation, see note 13 to our consolidated financial statements.(4)The Liberty Global 2014 Nonemployee Director Incentive Plan permits grants of, or with respect to, Liberty Global or LiLAC ordinary shares subjectto a single aggregate limit of 10.5 million shares, subject to anti-dilution adjustments. As of December 31, 2016, an aggregate of 9,789,929 ordinaryshares were available for issuance pursuant to the Liberty Global 2014 Nonemployee Director Incentive Plan. For further information, see note 13 toour consolidated financial statements.(5)On January 30, 2014, our shareholders approved the Liberty Global 2014 Incentive Plan and the Liberty Global 2014 Nonemployee Director IncentivePlan and, accordingly, no further awards will be granted under the Liberty Global 2005 Incentive Plan, the Liberty Global 2005 Director IncentivePlan or the VM Incentive Plan.III-3PART IVItem 15.EXHIBITS, FINANCIAL STATEMENT SCHEDULES(a) (1) FINANCIAL STATEMENTThe financial statements required under this Item begin on page II-96 of this Annual Report on Form 10-K.(a) (2) FINANCIAL STATEMENT SCHEDULESThe financial statement schedules required under this Item are as follows:Schedule I - Condensed Financial Information of Registrant (Parent Company Information): Liberty Global plc Condensed Balance Sheets as of December 31, 2016 and 2015 (Parent Company Only)IV-9Liberty Global plc Condensed Statements of Operations for the years ended December 31, 2016, 2015 and 2014 (Parent Company Only)IV-11Liberty Global plc Condensed Statements of Cash Flows for the years ended December 31, 2016, 2015, and 2014 (Parent Company Only)IV-12Schedule II - Valuation and Qualifying AccountsIV-13(a) (3) EXHIBITSListed below are the exhibits filed as part of this Annual Report on Form 10-K (according to the number assigned to them in Item 601 of Regulation S-K):2 -- Plan of acquisition, reorganization, arrangement, liquidation or succession:2.1Rule 2.7 Announcement, dated November 16, 2015. (incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K/A filed November 18, 2015 (File No. 001-35961) (the November 2015 8-K/A)).2.2Co-operation Agreement, dated November 16, 2015, between Liberty Global plc and Cable & Wireless Communications plc (incorporated byreference to Exhibit 2.2 to the November 2015 8-K/A).3 -- Articles of Incorporation and Bylaws:3.1Articles of Association of Liberty Global plc, effective as of July 1, 2015 (incorporated by reference to Exhibit 3.1 to the Registrant’sRegistration Statement on Form 8-A filed June 19, 2015 (File No. 001-35961)).4 -- Instruments Defining the Rights of Securities Holders, including Indentures:4.1Senior Secured Credit Facility Agreement originally dated January 16, 2004, as amended and restated on December 19, 2016, among UPCBroadband Holding B.V. (UPC Broadband Holding) and UPC Financing Partnership (UPC Financing) as Borrowers, The Bank of Nova Scotia,as Facility Agent,the Guarantors listed therein, the Security Agent and the bank and financial institutions acceding thereto from time to time(the UPC Broadband Holding Bank Facility) (incorporated by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K filedDecember 23, 2016 (File No. 001-35961)).4.2Additional Facility AC Accession Agreement, dated November 16, 2011, among UPC Financing, as Borrower, UPC Broadband Holding, TheBank of Nova Scotia, as Facility Agent and Security Agent, and UPCB Finance V Limited, as an Additional Facility AC Lender, under theUPC Broadband Holding Bank Facility (incorporated by reference to Exhibit 4.47 to Liberty Global Inc.’s (LGI) Annual Report on Form 10-Kfiled February 22, 2012 (File No. 000-51360) (the LGI 2011 10-K)).4.3Additional Facility AD Accession Agreement, dated February 7, 2012, among UPC Financing, as Borrower, UPC Broadband Holding, TheBank of Nova Scotia, as Facility Agent and Security Agent, and UPCB Finance VI Limited, as an Additional Facility AD Lender, under theUPC Broadband Holding Bank Facility (incorporated by reference to Exhibit 4.48 to the LGI 2011 10-K).4.4Indenture dated April 15, 2015, among UPCB Finance IV Limited, The Bank of New York Mellon, London Branch as Trustee, PrincipalPaying Agent, Transfer Agent and Security Agent, The Bank of New York Mellon as New York Paying Agent, New York Transfer Agent andDollar Notes Registrar and The Bank of New York Mellon (Luxembourg) S.A. as Euro Notes Registrar and Transfer Agent (incorporated byreference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K/A filed April 21, 2015 (File No. 001-35961) (the April 2015 8-K/A)).4.5Additional Facility AK Accession Agreement, dated April 15, 2015, among UPC Financing as Borrower, The Bank of Nova Scotia as FacilityAgent and Security Agent, UPC Broadband Holding and UPCB Finance IV Limited as Additional Facility AK Lender, under the UPCBroadband Holding Bank Facility (incorporated by reference to Exhibit 4.2 to the April 2015 8-K/A).IV-14.6 Additional Facility AL Accession Agreement, dated April 15, 2015, among UPC Financing as Borrower, The Bank of Nova Scotia as FacilityAgent and Security Agent, UPC Broadband Holding and UPCB Finance IV Limited as Additional Facility AL Lender, under the UPCBroadband Holding Bank Facility (incorporated by reference to Exhibit 4.3 to the April 2015 8-K/A).4.7Additional Facility AL2 Accession Agreement, dated May 20, 2015, among UPC Financing as Borrower, The Bank of New York Nova Scotiaas Facility Agent and Security Agent, UPC Broadband Holding and UPCB Finance IV Limited as Additional Facility AL2 Lender, under theUPC Broadband Holding Bank Facility (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K/A filed May21, 2015 (File No. 001-35961)).4.8Additional Facility AM Accession Agreement, dated August 3, 2015, among UPC Financing as Borrower, The Bank of Nova Scotia as FacilityAgent and Security Agent and the financial institutions listed therein as Additional Facility AM Lenders, under the UPC Broadband HoldingBank Facility (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed August 6, 2015 (File No. 001-35961)).4.9Additional Facility AN Accession Agreement dated August 3, 2016, between, among others, UPC Financing as Borrower and The Bank ofNova Scotia as Facility Agent and Security Agent and the financial institutions listed therein as Additional Facility AN Lenders under theUPC Broadband Holding Bank Facility (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed August3, 2016 (File No. 001-35961)).4.10Additional Facility AO Accession Agreement dated November 23, 2016, between, among others, UPC Financing as Borrower, UPC BroadbandHolding, The Bank of Nova Scotia as Facility Agent and Security Agent and the financial institutions listed therein as Additional Facility AOLenders, under the UPC Broadband Holding Bank Facility (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report onForm 8-K filed November 30, 2016 (File No. 001-35961)).4.11Additional Facility AP Accession Agreement dated February 2, 2017, between, among others, UPC Financing as the Borrower, UPCBroadband Holding and The Bank of Nova Scotia as the Facility Agent and Security Agent under the UPC Broadband Holding Bank Facility(incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed February 7, 2017 (File No. 001-35961)).4.12€2,300,000,000 Credit Agreement, originally dated August 1, 2007, and as amended and restated by supplemental agreements dated August22, 2007, September 11, 2007, October 8, 2007, June 23, 2009, August 25, 2009, October 4, 2010 and as further amended and restated onNovember 2, 2015 among Telenet N.V. as Borrower, The Bank of Nova Scotia N.V. as Facility Agent, the parties listed therein as OriginalGuarantors, ABN AMRO Bank N.V., BNP Paribas S.A. and J.P. Morgan PLC as Mandated Lead Arrangers, KBC Bank N.V. as Security Agent,and the financial institutions listed therein as Initial Original Lenders (the Telenet Credit Facility) (incorporated by reference to Exhibit 4.1 tothe Registrant’s Current Report on Form 8-K filed November 6, 2015 (File No. 000-35961)).4.13Telenet Additional Facility U Accession Agreement, dated August 16, 2012, among, inter alia, Telenet International Finance S.a.r.l (TelenetInternational) as Borrower, Telenet N.V. and Telenet International as Guarantors, The Bank of Nova Scotia as Facility Agent, KBC Bank N.V.as Security Agent and the financial institutions listed therein as additional Facility U Lenders, under the Telenet Credit Facility (incorporatedby reference to Exhibit 4.2 to LGI’s Quarterly Report on Form 10-Q filed November 5, 2012 (File No. 000-51360) (the LGI November 5, 201210-Q)).4.14Telenet Additional Facility V Accession Agreement, dated August 16, 2012, among, inter alia, Telenet International as Borrower, Telenet N.V.and Telenet International as Guarantors, The Bank of Nova Scotia as Facility Agent, KBC Bank N.V. as Security Agent and the financialinstitutions listed therein as additional Facility V Lenders, under the Telenet Credit Facility (incorporated by reference to Exhibit 4.3 to theLGI November 5, 2012 10-Q).4.15Telenet Additional Facility X Accession Agreement, dated April 11, 2014, among, inter alia, Telenet International as Borrower, Telenet N.V.and Telenet International as Guarantors, The Bank of Nova Scotia as Facility Agent, KBC Bank N.V. as Security Agent and the financialinstitutions listed therein as Additional Facility X Lenders, under the Telenet Credit Facility (incorporated by reference to Exhibit 4.3 to theRegistrant’s Current Report on Form 8-K filed April 15, 2014 (File No. 001-35961)).4.16Additional Facility Z Accession Agreement, dated May 7, 2015, between, among others, Telenet International as Borrower, Telenet N.V., TheBank of Nova Scotia as Facility Agent, KBC Bank N.V. Security Agent and The Royal Bank of Scotland PLC, Societe Generale, LondonBranch, Deutsche Bank AG, London Branch, Credit Suisse AG, London Branch, ScotiaBank Europe PLC and Goldman Sachs Bank USA asAdditional Facility Z Lenders, under the Telenet Credit Facility (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Reporton Form 8-K filed May 13, 2015 (File No. 001-35961)).4.17Telenet Additional Facility X2 Accession Agreement, dated July 1, 2015, among inter alia, Telenet International as Borrower, Telenet N.V.and Telenet International as Guarantors, The Bank of Nova Scotia as Facility Agent, KBC Bank N.V. as Security Agent and the financialinstitutions listed therein as Additional Facility X2 Lenders, under the Telenet Credit Facility (incorporated by reference to Exhibit 4.1 to theRegistrant’s Current Report on Form 8-K filed July 8, 2015 (File No. 001-35961)).4.18Telenet Additional Facility AB Accession Agreement, dated July 24, 2015, among, inter alia, Telenet International as Borrower, Telenet N.V.and Telenet International as Guarantors, and the other parties thereto, under the Telenet Credit Facility (incorporated by reference to Exhibit4.1 to the Registrant's Current Report on Form 8-K filed July 30, 2015 (File No. 001-35061)).IV-24.19Telenet Additional Facility AE Accession Agreement dated November 3, 2016, among, inter alia, Telenet International as Borrower, The Bankof Nova Scotia as Facility Agent, KBC Bank N.V. as Security Agent and the financial institutions listed therein as Additional Facility AELenders, under the Telenet Credit Facility (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filedNovember 10, 2016 (File No. 001-35961) (the November 2016 8-K)).4.20Telenet Additional Facility AF Accession Agreement dated November 3, 2016 among, inter alia, Telenet Financing USD LLC, The Bank ofNova Scotia as Facility Agent, KBC Bank N.V. as Security Agent and the financial institutions listed therein as Additional Facility AFLenders, under the Telenet Credit Facility (incorporated by reference to Exhibit 4.2 to the November 2016 8-K).4.21Telenet Additional Facility AG Accession Agreement dated November 22, 2016, among, inter alia, Telenet International, The Bank of NovaScotia as Facility Agent, KBC Bank N.V. as Security Agent and the financial institutions listed therein as Additional Facility AG Lenders,under the Telenet Credit Facility (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed November 29,2016 (File No. 001-35961)).4.22Indenture dated December 14, 2012, between Unitymedia Hessen GmbH & Co. KG, Unitymedia NRW GmbH, The Bank of New York Mellon,London Branch, as Trustee, Transfer Agent and Principal Paying Agent, The Bank of New York Mellon as Paying Agent in New York, TheBank of New York Mellon (Luxembourg) S.A. as Registrar and Credit Suisse AG, London Branch, as Security Trustee (incorporated byreference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K filed December 20, 2012 (File No. 000-51360)).4.23Indenture dated December 17, 2014, between Unitymedia Hessen GmbH & Co. KG, Unitymedia NRW GmbH, The Bank of New York Mellon,London Branch, as Trustee, Transfer Agent and Principal Paying Agent, The Bank of New York Mellon as New York Paying Agent and NewYork Transfer Agent, The Bank of New York Mellon (Luxembourg) S.A. as Registrar and Credit Suisse AG, London Branch, as SecurityTrustee (incorporated by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K/A filed December 18, 2014 (File No. 001-35961)).4.24Indenture, dated as of March 3, 2011, among Virgin Media Secured Finance PLC, the Guarantors party thereto, The Bank of New York Mellonas Trustee and Paying Agent and The Bank of New York Mellon (Luxembourg) S.A. as Luxembourg Paying Agent (incorporated by referenceto Exhibit 4.1 to Virgin Media Inc.’s (Virgin Media) Current Report on Form 8-K filed on March 3, 2011 (File No. 000-50886).4.25Indenture dated February 22, 2013, between, among others, Lynx I Corp., as Issuer, The Bank of New York Mellon, London Branch, asTrustee, Transfer Agent and Principal Paying Agent and The Bank of New York Mellon, as Paying Agent and Newco Security Trustee(incorporated by reference to Exhibit 4.1 to LGI’s Current Report on Form 8-K/A filed February 27, 2013 (File No. 000-51360) (the LGIFebruary 2013 8-K/A).4.26Indenture, dated as of February 22, 2013, among Lynx II Corp., as Issuer, The Bank of New York Mellon, London Branch, as trustee, TransferAgent and Principal Paying Agent and The Bank of New York Mellon, as Paying Agent and Newco Security Trustee (incorporated byreference to Exhibit 4.2 to the LGI February 2013 8-K/A).4.27First Supplemental Indenture, dated as of June 7, 2013, between, among others, Virgin Media Secured Finance PLC, Virgin Media Inc. (VirginMedia) and The Bank of New York Mellon as Trustee, to the Indenture dated as of March 3, 2011 for Virgin Media 5.25% Senior SecuredNotes and 5.50% Senior Secured Notes each due 2021 (incorporated by reference to Exhibit 4.12 to the Registrant’s Current Report on Form8-K filed June 12, 2013 (File No. 001-35961)(the June 2013 8-K)).4.28Accession Agreement, dated as of June 7, 2013, among Virgin Media Secured Finance PLC as Acceding Issuer, Lynx I Corp. and The Bank ofNew York Mellon, as Trustee (incorporated by reference to Exhibit 4.13 to the June 2013 8-K).4.29First Supplemental Indenture, dated as of June 7, 2013, between, among others, Virgin Media Secured Finance PLC and The Bank of NewYork Mellon as Trustee, to the Indenture dated as of February 22, 2013 for Lynx I Corp. 5⅜% Senior Secured Notes and 6.00% Senior SecuredNotes each due 2021 (incorporated by reference to Exhibit 4.15 to the June 2013 8-K).4.30Accession Agreement, dated as of June 7, 2013, among Lynx II Corp., Virgin Media Finance PLC and The Bank of New York Mellon asTrustee and Paying Agent (incorporated by reference to Exhibit 4.16 to the June 2013 8-K).4.31First Supplemental Indenture, dated June 7, 2013, between, among others, Virgin Media Finance PLC, Virgin Media and The Bank of NewYork Mellon, as Trustee and Paying Agent, to the Indenture dated as of February 22, 2013 Lynx II Corp. 6⅜% Senior Notes and 7.00% SeniorNotes each due 2023 (incorporated by reference to Exhibit 4.18 to the June 2013 8-K).4.32Amendment dated June 14, 2013, to the Senior Facilities Agreement, between, and among others, Virgin Media Investment Holdings Limited,certain other subsidiaries of Virgin Media and the lenders thereto (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Reporton Form 8-K filed June 21, 2013 (File No. 001-35961)).4.33Senior Facilities Agreement, dated as of June 7, 2013, as amended on June 14, 2013 and as amended and restated on July 30 2015, among,inter alia, Virgin Media Finance PLC, certain other subsidiaries of Virgin Media and the lenders thereto (the VMF Senior FacilitiesAgreement) (incorporated by reference to Exhibit 4.13 to the Registrant’s Quarterly Report on Form 10-Q filed August 4, 2015 (File No. 001-35061)).4.34Indenture dated March 28, 2014 between Virgin Media Secured Finance PLC, The Bank of New York Mellon, London Branch, as Trustee,Transfer Agent and Principal Paying Agent, The Bank of New York Mellon as Paying Agent, and The Bank of New York Mellon(Luxembourg) S.A., as Registrar (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K/A filed April 3, 2014(File No. 001-35961)).IV-34.35Virgin Additional Facility E Accession Agreement, dated April 17, 2014, among, inter alia, Virgin Media SFA Finance Limited as Borrower,certain other subsidiaries of Virgin Media, The Bank of Nova Scotia as Facility Agent and the financial institutions listed therein asAdditional Facility E Lenders, under the VMF Senior Facilities Agreement (incorporated by reference to Exhibit 4.2 to the Registrant’sCurrent Report on Form 8-K filed April 23, 2014 (File No. 001-35961)).4.36Indenture dated January 28, 2015 between Virgin Media Secured Finance PLC, The Bank of New York Mellon, London Branch, as Trusteeand Paying Agent and The Bank of New York Mellon (Luxembourg) S.A., as Registrar and Transfer Agent (incorporated by reference toExhibit 4.1 to the Registrant’s Current Report on Form 8-K/A filed February 3, 2015 (File No. 001-35961) (the February 2015 8-K/A)).4.37Indenture dated January 28, 2015 between Virgin Media Finance PLC, The Bank of New York Mellon, London Branch, as Trustee andPrincipal Paying Agent, The Bank of Mellon as Paying Agent and Dollar Notes Transfer Agent and Registrar and The Bank of New YorkMellon (Luxembourg) S.A., as Euro Notes Registrar and Transfer Agent (incorporated by reference to Exhibit 4.2 to the February 2015 8-K/A).4.38Additional I Facility Accession Deed dated December 16, 2016, among Virgin Media Investment Holdings Limited, Virgin Media BristolLLC as Borrower, The Bank of Nova Scotia as Facility Agent, and The Bank of Nova Scotia as Additional I Facility Lender, under the VMFSenior Facilities Agreement (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed December 22, 2016(File No. 001-35961)(the December 2016 8-K)).4.39Amendment letter dated December 16, 2016, between Virgin Media Investment Holdings Limited and The Bank of Nova Scotia as the FacilityAgent, amending the VMF Senior Facilities Agreement (incorporated by reference to Exhibit 4.2 to the December 2016 8-K).4.40Additional J Facility Accession Deed dated February 2, 2017, between Virgin Media Investment Holdings Limited as the Company, VirginMedia SFA Finance Limited as the Borrower, The Bank of Nova Scotia as the Facility Agent and The Bank of Nova Scotia as Additional JFacility Lender under the VMF Senior Facilities Agreement (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report onForm 8-K filed February 7, 2017 (File No. 001-35961)).4.41Indenture dated January 24, 2014, between VTR Finance B.V., The Bank of New York Mellon, London Branch, as Trustee and Security Agent,and The Bank of New York Mellon as Paying Agent, Registrar and Transfer Agent (incorporated by reference to Exhibit 4.1 to the Registrant’sCurrent Report on Form 8-K filed January 24, 2014 (File No. 001-35961)).4.42Credit Agreement, dated May 16, 2016, among LGE Coral Holdco Limited, Sable International Finance Limited and Coral-US Co-BorrowerLLC as Initial Borrowers, The Bank of Nova Scotia as Administrative Agent, L/C Issuer and Swing Line Lender and FirstCaribbeanInternational Bank (Bahamas) Limited, BNP Paribas Fortis SA/NV and Royal Bank of Canada as Alternative L/C Issuers, the other lenders aparty thereto from time to time (the Coral Credit Agreement)(incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report onForm 8-K filed May 20, 2016 (File No. 001-35961)(the May 2016 8-K)).4.43Indenture dated March 31, 2014, among Columbus International Inc., each of the Guarantors a party thereto, The Bank of New York Mellon asTrustee and The Bank of New York Mellon (Luxembourg) S.A. as Luxembourg Transfer Agent and Paying Agent (incorporated be reference toExhibit 4.2 to the May 2016 8-K).4.44Indenture dated August 5, 2015, among Sable International Finance Limited as Issuer, each of the Guarantors a party thereto, Deutsche BankTrust Company Americas as Trustee, Principal Paying Agent, Registrar and Transfer Agent and Deutsche Bank Luxembourg, S.A. asLuxembourg Paying Agent and (Regulation S) Transfer Agent (incorporated by reference to Exhibit 4.3 to the May 2016 8-K).4.45First Supplemental Indenture dated November 23, 2015, among Sable International Finance Limited as Issuer, each of the Guarantors a partythereto, and Deutsche Bank Trust Company Americas as Trustee, Principal Paying Agent, Registrar and Transfer Agent (incorporated byreference to Exhibit 4.4 to the May 2016 8-K).4.46First Supplemental Indenture dated March 10, 2015, among Columbus International Inc. as Issuer, each of the Guarantors a party thereto, andThe Bank of New York Mellon as Trustee (incorporated by reference to Exhibit 4.5 to the May 2016 8-K).4.47Joinder Agreement dated October 7, 2016, among Sable International Finance Limited and Coral-US Co-Borrower LLC as Borrowers, theother Guarantors party thereto, The Bank of Nova Scotia as Administrative Agent and Security Trustee, and the financial institutions partythereto as Revolving Credit Lenders (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed October13, 2016 (File No. 001-35961)).4.48Joinder Agreement, dated November 18, 2016, among Sable International Finance Limited and Coral US Co-Borrower LLC as Borrowers, theother Guarantors party thereto, The Bank of Nova Scotia, as Administrative Agent and Security Trustee, and the financial institutions partythereto as Additional Term B-1B Facility Lenders (as defined therein) under the Coral Credit Agreement (incorporated by reference to Exhibit4.1 to the Registrant’s Current Report on Form 8-K filed November 23, 2016 (File No. 001-35961)).4.49Amended and Restated First Lien Credit Agreement dated as of July 7, 2014, among Liberty Cablevision of Puerto Rico LLC (Liberty PuertoRico), the Guarantors party thereto from time to time, The Bank of Nova Scotia, as Administrative Agent, each lender form time to time partythereto and Scotiabank de Puerto Rico as L/C Issuer and Swing Line Lender (incorporated by reference to Exhibit 4.1 to the Registrant’sCurrent Report on Form 8-K filed July 2, 2015 (File No. 001-35961) (the July 2015 8-K)).IV-44.50Amended and Restated Second Lien Credit Agreement dated as of July 7, 2014, among Liberty Puerto Rico, the Guarantors party thereto fromtime to time, The Bank of Nova Scotia as Administrative Agent, and each lender from time to time party thereto (incorporated by reference toExhibit 4.2 to the July 2015 8-K).4.51Additional Term B-1 Facility Joinder Agreement dated as of June 1, 2015, among Liberty Puerto Rico, The Bank of Nova Scotia asAdministrative Agent and Collateral Agent and the Additional Term B-1 Facility Lenders party thereto (incorporated by reference to Exhibit4.3 to the July 2015 8-K).4.52Additional Term B-2 Facility Joinder Agreement dated as of June 1, 2015, among Liberty Puerto Rico, The Bank of Nova Scotia asAdministrative Agent and Collateral Agent and the Additional Term B-2 Facility Lenders party thereto (incorporated by reference to Exhibit4.4 to the July 2015 8-K). The Registrant undertakes to furnish to the Securities and Exchange Commission, upon request, a copy of all instruments with respect to long-term debt not filed herewith.10 -- Material Contracts:10.1Deed of Assumption of Liberty Global plc, dated June 7, 2013 (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report onForm 8-K filed June 7, 2013 (File No. 001-35961)(the June 7, 2013 8-K)).10.2Liberty Global 2014 Incentive Plan Effective March 1, 2014 as amended and restated February 24, 2015 (the Incentive Plan) (incorporated byreference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed May 7, 2015 (File No. 001-35961)).10.3Liberty Global 2014 Nonemployee Director Incentive Plan Effective March 1, 2014 (the Director Plan) (incorporated by reference toAppendix B to the Registrant’s Proxy Statement on Schedule 14A filed December 19, 2013 (File No. 001-35961)).10.4Form of Performance Share Units Agreement under the Incentive Plan (incorporated by reference to Exhibit 10.6 to the Registrant’s QuarterlyReport on Form 10-Q filed May 6, 2014 (File No. 001-35961)).10.5Form of Performance Share Units Agreement under the Incentive Plan (incorporated by reference to Exhibit 10.1 to the Registrant’s QuarterlyReport on Form 10-Q filed August 4, 2015 (File No. 001-35961)).10.6Form of Non-Qualified Share Option Agreement under the Director Plan (incorporated by reference to Exhibit 10.3 to the Registrant’sQuarterly Report on Form 10-Q filed August 5, 2014 (File No. 001-35961) (the August 5, 2014 10-Q)).10.7Form of Restricted Share Units Agreement under the Director Plan (incorporated by reference to Exhibit 10.4 to the August 5, 2014 10-Q).10.8Form of Share Appreciation Rights Agreement under the Incentive Plan (incorporated by reference to Exhibit 10.5 to the August 5, 2014 10-Q).10.9Form of Restricted Share Units Agreement under the Incentive Plan (incorporated by reference to Exhibit 10.6 to the August 5, 2014 10-Q).10.10Liberty Global, Inc. 2005 Incentive Plan (as amended and restated effective June 7, 2013) (the 2005 Incentive Plan) (incorporated by referenceto Exhibit 10.2 to the June 7, 2013 8-K).10.11Liberty Global, Inc. 2005 Nonemployee Director Incentive Plan (as amended and restated effective June 7, 2013) (the 2005 Director Plan)(incorporated by reference to Exhibit 10.3 to the June 7, 2013 8-K).10.12Virgin Media 2010 Stock Incentive Plan (as amended and restated effective June 7, 2013) (incorporated by reference to Exhibit 10.4 to theJune 7, 2013 8-K).10.13Form of Non-Qualified Share Option Agreement under the 2005 Director Plan (incorporated by reference to Exhibit 10.6 to the Registrant’sQuarterly Report on Form 10-Q filed August 1, 2013 (File No. 001-35961)).10.14Liberty Global Compensation Policy for Nonemployee Directors effective June 26, 2014 (incorporated by reference to Appendix A to theRegistrant’s Proxy Statement on Schedule 14A filed April 30, 2014 (File No. 001-35961)).10.15Form of Deed of Indemnity between Liberty Global and its Directors and Executive Officers (incorporated by reference to Exhibit 10.10 to theJune 7, 2013 8-K).10.16Form of Stock Appreciation Rights Agreement under the 2005 Incentive Plan (incorporated by reference to Exhibit 10.3 to LGI’s QuarterlyReport on Form 10-Q filed May 7, 2008 (File No. 000-51360) (the LGI May 7, 2008 10-Q)).10.17Liberty Global 2015 Annual Cash Performance Award Program for executive officers under the Incentive Plan (description of said program isincorporated by reference to the description thereof included in Item 5.02(e) of the Registrant’s Current Report on Form 8-K filed March 25,2015 (File No. 001-35961) (the March 2015 8-K)).10.18Liberty Global 2015 Performance Incentive Plan for executive officers under the Incentive Plan (a description of said plan is incorporated byreference to the description thereof included in Item 5.02(e) of the March 2015 8-K).10.19Liberty Global 2016 Annual Cash Performance Award Program for executive officers under the Incentive Plan (description of said program isincorporated by reference to the description thereof included in Item 5.02(e) of the Registrant’s Current Report on Form 8-K filed March 14,2016 (File No. 001-35961)).10.20Liberty Global 2016 Performance Incentive Plan for executive officers under the Incentive Plan (a description of said plan is incorporated byreference to the description thereof included in Item 5.02(e) of the Registrant’s Current Report on Form 8-K filed February 9, 2016 (File No.001-35961)).10.21Form of Performance Share Units Agreement for executive officers under the Incentive Plan (incorporated by reference to Exhibit 10.4 to theRegistrant’s Quarterly Report on Form 10-Q filed May 9, 2016 (File No. 000-51360)).IV-510.22Deferred Compensation Plan (adopted effective December 15, 2008; Amended and Restated as of October 26, 2015)(incorporated by referenceto Exhibit 10.29 to the Registrant’s Annual Report on Form 10-K filed February 12, 2016 (File No. 001-35961)(the 2016 10-K)).10.23Nonemployee Director Deferred Compensation Plan (As Amended and Restated Effective December 11, 2015)(incorporated by reference toExhibit 10.30 to the 2016 10-K)).10.24Personal Usage of Aircraft Policy, restated June 7, 2013 (incorporated by reference to Exhibit 10.31 to the 2016 10-K).10.25Form of Aircraft Time Sharing Agreement (900EX) (incorporated by reference to Exhibit 10.29 to LGI Annual Report on Form 10-K filedFebruary 13, 2013 (File No. 000-51360)(the LGI 2012 10-K)).10.26Form of Aircraft Time Sharing Agreement (7X) (incorporated by reference to Exhibit 10.30 to the LGI 2012 10-K).10.27Employment Agreement dated as of April 30, 2014, by and among the Registrant, LGI and Michael T. Fries (incorporated by reference toExhibit 10.7 to the Registrant’s Quarterly Report on Form 10-Q filed May 6, 2014 (File No. 001-35961)(the May 6, 2014 10-Q)).10.28Form of Performance Grant Award Agreement under the Incentive Plan dated as of April 30, 2014, between the Registrant and Michael T. Fries(incorporated by reference to Exhibit 10.8 to the May 6, 2014 10-Q).10.29Form of Performance Share Units Agreement between the Registrant and our Chief Executive Officer under the Incentive Plan (incorporatedby reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed August 4, 2016 (File No. 001-35961)(the August 4, 201610-Q)).10.30Form of Share Appreciation Rights Agreement between the Registrant and our Chief Executive Officer under the Incentive Plan (incorporatedby reference to Exhibit 10.2 to the August 4, 2016 10-Q).10.31Executive Service Agreement, dated December 15, 2004, between UPC Services Limited and Charles Bracken (incorporated by reference toExhibit 10.36 to LGI’s Annual Report on Form 10-K filed February 24, 2010 (File No. 000-51360)).10.32Executive Services Agreement effective January 1, 2011, between Liberty Global Europe B.V. and Diederik Karsten (incorporated byreference to Exhibit 10.45 to LGI’s Annual Report on Form 10-K filed February 24, 2011 (File No. 000-51360)).10.33Letter Agreement dated December 12, 2016 between LGI and Bernard G. Dvorak (incorporated by reference to Exhibit 10.1 to the Registrant’sCurrent Report on Form 8-K filed December 14, 2016 (File No. 001-51360)).10.34Trade Mark Licence, dated as of April 3, 2006, between Virgin Enterprises Limited and NTL Group Limited (incorporated by reference toExhibit 10.2 to Virgin Media’s Quarterly Report on Form 10-Q filed on August 9, 2006 (File No. 000-50886)).10.35Amendment Letter No. 1, dated February 8, 2007, to the Trade Mark Licence between Virgin Enterprises Limited and Virgin Media Limiteddated April 3, 2006 (incorporated by reference to Exhibit 10.5 to Virgin Media’s Quarterly Report on Form 10-Q filed on August 8, 2007 (FileNo. 000-50886)).10.36Amendment Letter No. 2, dated October 1, 2007, to the Trade Mark Licence between Virgin Enterprises Limited and Virgin Media Limiteddated April 3, 2006 (incorporated by reference to Exhibit 10.6 to Virgin Media’s Quarterly Report on Form 10-Q filed on November 8, 2007(File No. 000-50886)).10.37Trade Mark Licence between Virgin Enterprises Limited and Virgin Media Limited dated December 16, 2009 (incorporated by reference toExhibit 10.83 to Virgin Media’s Annual Report on Form 10-K filed on February 26, 2010 (File No. 000-50886)).10.38Amended and Restated Contribution and Transfer Agreement, dated July 21, 2016, as amended and restated December 31, 2016, by andamong, Liberty Global Europe Holding B.V., the Registrant, Vodafone International Holdings B.V., Vodafone Group Plc and Lynx GlobalEurope II B.V. (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed January 6, 2017 (File No. 001-35961)(the January 2017 8-K)).10.39Shareholders' Agreement, dated December 31, 2016, by and among, Vodafone International Holdings B.V., Vodafone Group Plc, LibertyGlobal Europe Holding B.V., the Registrant and Lynx Global Europe II B.V. (incorporated by reference to Exhibit 10.2 to the January 2017 8-K).21 -- List of Subsidiaries*23 -- Consent of Experts and Counsel:23.1Consent of KPMG LLP*31 -- Rule 13a-14(a)/15d-14(a) Certification:31.1Certification of President and Chief Executive Officer*31.2Certification of Executive Vice President and Chief Financial Officer (Principal Financial Officer)*32 -- Section 1350 Certification ** 101.SCHXBRL Taxonomy Extension Schema Document*101.CALXBRL Taxonomy Extension Calculation Linkbase Document*101.DEFXBRL Taxonomy Extension Definition Linkbase*IV-6101.LABXBRL Taxonomy Extension Label Linkbase Document*101.PREXBRL Taxonomy Extension Presentation Linkbase Document*_______________* Filed herewith** Furnished herewithItem 16.FORM 10-K SUMMARYNone.IV-7SIGNATURESPursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on itsbehalf by the undersigned, thereunto duly authorized. LIBERTY GLOBAL PLC Dated:February 15, 2017 /s/ BRYAN H. HALL Bryan H. HallExecutive Vice President, General Counsel and SecretaryPursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of theRegistrant and in the capacities and on the date indicated. Signature Title Date /s/ JOHN C. MALONE Chairman of the Board February 15, 2017John C. Malone /s/ MICHAEL T. FRIES President, Chief Executive Officer and Director February 15, 2017Michael T. Fries /s/ ANDREW J. COLE Director February 15, 2017Andrew J. Cole /s/ MIRANDA CURTIS Director February 15, 2017Miranda Curtis /s/ JOHN W. DICK Director February 15, 2017John W. Dick /s/ PAUL A. GOULD Director February 15, 2017Paul A. Gould /s/ RICHARD R. GREEN Director February 15, 2017Richard R. Green /s/ DAVID E. RAPLEY Director February 15, 2017David E. Rapley /s/ LARRY E. ROMRELL Director February 15, 2017Larry E. Romrell /s/ J.C. SPARKMAN Director February 15, 2017J.C. Sparkman /s/ J. DAVID WARGO Director February 15, 2017J. David Wargo /s/ CHARLES H.R. BRACKEN Executive Vice President and Chief Financial Officer February 15, 2017Charles H.R. Bracken /s/ JASON WALDRON Senior Vice President and Chief Accounting Officer February 15, 2017Jason Waldron IV-8LIBERTY GLOBAL PLCSCHEDULE I(Parent Company Information - See Notes to Consolidated Financial Statements)CONDENSED BALANCE SHEETS(Parent Company Only) December 31, 2016 2015 in millionsASSETS Current assets: Cash and cash equivalents$58.9 $24.6Interest receivables — related-party451.5 446.2Other receivables — related-party338.8 248.6Other current assets7.3 10.8Total current assets856.5 730.2Long-term notes receivable — related-party10,537.0 9,727.1Investments in consolidated subsidiaries, including intercompany balances9,460.3 3,851.9Other assets, net16.4 10.6Total assets$20,870.2 $14,319.8IV-9LIBERTY GLOBAL PLCSCHEDULE I(Parent Company Information - See Notes to Consolidated Financial Statements)CONDENSED BALANCE SHEETS — (Continued)(Parent Company Only) December 31, 2016 2015 in millionsLIABILITIES AND SHAREHOLDERS’ EQUITY Current liabilities: Accounts payable$34.0 $20.7Other payables — related-party299.1 198.2Current portion of notes payable — related-party1,851.7 1,121.7Accrued liabilities and other17.5 13.5Total current liabilities2,202.3 1,354.1Long-term notes payable — related-party3,912.9 1,336.9Other long-term liabilities — related-party991.6 974.3Other long-term liabilities2.1 2.1Total liabilities7,108.9 3,667.4Commitments and contingencies Shareholders’ equity: Liberty Global Shares — Class A, $0.01 nominal value. Issued and outstanding 253,827,604 and 252,766,455shares, respectively2.5 2.5Liberty Global Shares — Class B, $0.01 nominal value. Issued and outstanding 10,805,850 and 10,472,517shares, respectively0.1 0.1Liberty Global Shares — Class C, $0.01 nominal value. Issued and outstanding 634,391,072 and 584,044,394shares, respectively6.3 5.9LiLAC Shares — Class A, $0.01 nominal value. Issued and outstanding 50,317,930 and 12,630,580 shares,respectively0.5 0.1LiLAC Shares — Class B, $0.01 nominal value. Issued and outstanding 1,888,323 and 523,423 shares,respectively— —LiLAC Shares — Class C, $0.01 nominal value. Issued and outstanding 120,889,034 and 30,772,874 shares,respectively1.2 0.3Additional paid-in capital17,578.2 14,908.1Accumulated deficit(3,454.8) (5,160.1)Accumulated other comprehensive earnings (loss), net of taxes(372.4) 895.9Treasury shares, at cost(0.3) (0.4)Total shareholders’ equity13,761.3 10,652.4Total liabilities and shareholders’ equity$20,870.2 $14,319.8IV-10LIBERTY GLOBAL PLCSCHEDULE I(Parent Company Information - See Notes to Consolidated Financial Statements)CONDENSED STATEMENTS OF OPERATIONS(Parent Company Only) Year ended December 31, 2016 2015 2014 in millionsOperating costs and expenses: Selling, general and administrative (including share-based compensation)$52.9 $83.2 $43.0Related-party fees and allocations66.3 62.7 151.8Depreciation and amortization0.8 0.2 —Other operating expenses0.7 14.0 3.5Operating loss(120.7) (160.1) (198.3)Non-operating income (expense): Interest expense — related-party(162.3) (71.2) (9.6)Interest income — related-party781.0 787.3 821.7Realized and unrealized gains on derivative instruments, net— — 13.7Foreign currency transaction gains (losses), net45.8 (29.8) (58.2)Other expense, net(1.3) (2.5) (8.1) 663.2 683.8 759.5Earnings before income taxes and equity in earnings (losses) of consolidated subsidiaries, net542.5 523.7 561.2Equity in earnings (losses) of consolidated subsidiaries, net1,279.7 (1,574.7) (1,120.8)Income tax expense(116.9) (101.5) (135.4)Net earnings (loss)$1,705.3 $(1,152.5) $(695.0)IV-11LIBERTY GLOBAL PLCSCHEDULE I(Parent Company Information - See Notes to Consolidated Financial Statements)CONDENSED STATEMENTS OF CASH FLOWS(Parent Company Only) Year ended December 31, 2016 2015 2014 in millionsCash flows from operating activities: Net earnings (loss)$1,705.3 $(1,152.5) $(695.0)Adjustments to reconcile net earnings (loss) to net cash provided by operating activities: Equity in losses (earnings) of consolidated subsidiaries, net(1,279.7) 1,574.7 1,120.8Share-based compensation expense29.0 34.6 20.2Related-party fees and allocations66.3 62.7 151.8Depreciation and amortization0.8 0.2 —Other operating expenses0.7 14.0 3.5Realized and unrealized gains on derivative instruments, net— — (13.7)Foreign currency transaction losses (gains), net(45.8) 29.8 58.2Deferred income tax benefit(1.7) (5.8) (3.6)Changes in operating assets and liabilities: Receivables and other operating assets116.8 146.4 0.2Payables and accruals29.0 (34.3) (65.3)Net cash provided by operating activities620.7 669.8 577.1 Cash flows from investing activities: Distribution and repayments from (investments in and advances to) consolidated subsidiaries,net(133.6) 36.4 (368.3)Other investing activities, net0.3 (2.5) 1.8Net cash provided (used) by investing activities(133.3) 33.9 (366.5) Cash flows from financing activities: Borrowings of related-party debt5,249.8 11,241.9 1,221.5Repayments of related-party debt(3,751.5) (9,590.7) (542.3)Repurchase of Liberty Global ordinary shares(1,968.3) (2,320.5) (1,584.9)Proceeds (payments) associated with call option contracts, net9.2 (78.3) (41.7)Proceeds from issuance of Liberty Global shares upon exercise of options17.4 40.5 54.8Proceeds received from subsidiaries in connection with the issuance of Liberty Global ordinaryshares— — 435.1Other financing activities, net(9.4) (9.6) (6.6)Net cash used by financing activities(452.8) (716.7) (464.1) Effect of exchange rate changes on cash(0.3) 0.9 (0.5) Net increase (decrease) in cash and cash equivalents34.3 (12.1) (254.0)Cash and cash equivalents: Beginning of period24.6 36.7 290.7End of period$58.9 $24.6 $36.7IV-12LIBERTY GLOBAL PLCSCHEDULE IIVALUATION AND QUALIFYING ACCOUNTS Allowance for doubtful accounts — Trade receivables Balance atbeginningof period Additions tocosts andexpenses Acquisitions Impact ofDutch JVTransaction Deductionsor write-offs Foreigncurrencytranslationadjustments Balance atend of period in millionsYear ended December 31: 2014$122.6 119.1 7.9 — (120.5) (13.0) $116.12015$116.1 104.1 1.1 — (95.4) (10.2) $115.72016$115.7 116.2 86.5 (13.0) (104.9) (7.1) $193.4 IV-13EXHIBIT INDEX 2 -- Plan of acquisition, reorganization, arrangement, liquidation or succession:2.1Rule 2.7 Announcement, dated November 16, 2015. (incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K/A filed November 18, 2015 (File No. 001-35961) (the November 2015 8-K/A)).2.2Co-operation Agreement, dated November 16, 2015, between Liberty Global plc and Cable & Wireless Communications plc (incorporated byreference to Exhibit 2.2 to the November 2015 8-K/A).3 -- Articles of Incorporation and Bylaws:3.1Articles of Association of Liberty Global plc, effective as of July 1, 2015 (incorporated by reference to Exhibit 3.1 to the Registrant’sRegistration Statement on Form 8-A filed June 19, 2015 (File No. 001-35961)).4 -- Instruments Defining the Rights of Securities Holders, including Indentures:4.1Senior Secured Credit Facility Agreement originally dated January 16, 2004, as amended and restated on December 19, 2016, among UPCBroadband Holding B.V. (UPC Broadband Holding) and UPC Financing Partnership (UPC Financing) as Borrowers, The Bank of Nova Scotia,as Facility Agent,the Guarantors listed therein, the Security Agent and the bank and financial institutions acceding thereto from time to time(the UPC Broadband Holding Bank Facility) (incorporated by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K filedDecember 23, 2016 (File No. 001-35961)).4.2Additional Facility AC Accession Agreement, dated November 16, 2011, among UPC Financing, as Borrower, UPC Broadband Holding, TheBank of Nova Scotia, as Facility Agent and Security Agent, and UPCB Finance V Limited, as an Additional Facility AC Lender, under theUPC Broadband Holding Bank Facility (incorporated by reference to Exhibit 4.47 to Liberty Global Inc.’s (LGI) Annual Report on Form 10-Kfiled February 22, 2012 (File No. 000-51360) (the LGI 2011 10-K)).4.3Additional Facility AD Accession Agreement, dated February 7, 2012, among UPC Financing, as Borrower, UPC Broadband Holding, TheBank of Nova Scotia, as Facility Agent and Security Agent, and UPCB Finance VI Limited, as an Additional Facility AD Lender, under theUPC Broadband Holding Bank Facility (incorporated by reference to Exhibit 4.48 to the LGI 2011 10-K).4.4Indenture dated April 15, 2015, among UPCB Finance IV Limited, The Bank of New York Mellon, London Branch as Trustee, PrincipalPaying Agent, Transfer Agent and Security Agent, The Bank of New York Mellon as New York Paying Agent, New York Transfer Agent andDollar Notes Registrar and The Bank of New York Mellon (Luxembourg) S.A. as Euro Notes Registrar and Transfer Agent (incorporated byreference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K/A filed April 21, 2015 (File No. 001-35961) (the April 2015 8-K/A)).4.5Additional Facility AK Accession Agreement, dated April 15, 2015, among UPC Financing as Borrower, The Bank of Nova Scotia as FacilityAgent and Security Agent, UPC Broadband Holding and UPCB Finance IV Limited as Additional Facility AK Lender, under the UPCBroadband Holding Bank Facility (incorporated by reference to Exhibit 4.2 to the April 2015 8-K/A).4.6 Additional Facility AL Accession Agreement, dated April 15, 2015, among UPC Financing as Borrower, The Bank of Nova Scotia as FacilityAgent and Security Agent, UPC Broadband Holding and UPCB Finance IV Limited as Additional Facility AL Lender, under the UPCBroadband Holding Bank Facility (incorporated by reference to Exhibit 4.3 to the April 2015 8-K/A).4.7Additional Facility AL2 Accession Agreement, dated May 20, 2015, among UPC Financing as Borrower, The Bank of New York Nova Scotiaas Facility Agent and Security Agent, UPC Broadband Holding and UPCB Finance IV Limited as Additional Facility AL2 Lender, under theUPC Broadband Holding Bank Facility (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K/A filed May21, 2015 (File No. 001-35961)).4.8Additional Facility AM Accession Agreement, dated August 3, 2015, among UPC Financing as Borrower, The Bank of Nova Scotia as FacilityAgent and Security Agent and the financial institutions listed therein as Additional Facility AM Lenders, under the UPC Broadband HoldingBank Facility (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed August 6, 2015 (File No. 001-35961)).4.9Additional Facility AN Accession Agreement dated August 3, 2016, between, among others, UPC Financing as Borrower and The Bank ofNova Scotia as Facility Agent and Security Agent and the financial institutions listed therein as Additional Facility AN Lenders under theUPC Broadband Holding Bank Facility (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed August3, 2016 (File No. 001-35961)).4.10Additional Facility AO Accession Agreement dated November 23, 2016, between, among others, UPC Financing as Borrower, UPC BroadbandHolding, The Bank of Nova Scotia as Facility Agent and Security Agent and the financial institutions listed therein as Additional Facility AOLenders, under the UPC Broadband Holding Bank Facility (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report onForm 8-K filed November 30, 2016 (File No. 001-35961)).4.11Additional Facility AP Accession Agreement dated February 2, 2017, between, among others, UPC Financing as the Borrower, UPCBroadband Holding and The Bank of Nova Scotia as the Facility Agent and Security Agent under the UPC Broadband Holding Bank Facility(incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed February 7, 2017 (File No. 001-35961)).4.12€2,300,000,000 Credit Agreement, originally dated August 1, 2007, and as amended and restated by supplemental agreements dated August22, 2007, September 11, 2007, October 8, 2007, June 23, 2009, August 25, 2009, October 4, 2010 and as further amended and restated onNovember 2, 2015 among Telenet N.V. as Borrower, The Bank of Nova Scotia N.V. as Facility Agent, the parties listed therein as OriginalGuarantors, ABN AMRO Bank N.V., BNP Paribas S.A. and J.P. Morgan PLC as Mandated Lead Arrangers, KBC Bank N.V. as Security Agent,and the financial institutions listed therein as Initial Original Lenders (the Telenet Credit Facility) (incorporated by reference to Exhibit 4.1 tothe Registrant’s Current Report on Form 8-K filed November 6, 2015 (File No. 000-35961)).4.13Telenet Additional Facility U Accession Agreement, dated August 16, 2012, among, inter alia, Telenet International Finance S.a.r.l (TelenetInternational) as Borrower, Telenet N.V. and Telenet International as Guarantors, The Bank of Nova Scotia as Facility Agent, KBC Bank N.V.as Security Agent and the financial institutions listed therein as additional Facility U Lenders, under the Telenet Credit Facility (incorporatedby reference to Exhibit 4.2 to LGI’s Quarterly Report on Form 10-Q filed November 5, 2012 (File No. 000-51360) (the LGI November 5, 201210-Q)).4.14Telenet Additional Facility V Accession Agreement, dated August 16, 2012, among, inter alia, Telenet International as Borrower, Telenet N.V.and Telenet International as Guarantors, The Bank of Nova Scotia as Facility Agent, KBC Bank N.V. as Security Agent and the financialinstitutions listed therein as additional Facility V Lenders, under the Telenet Credit Facility (incorporated by reference to Exhibit 4.3 to theLGI November 5, 2012 10-Q).4.15Telenet Additional Facility X Accession Agreement, dated April 11, 2014, among, inter alia, Telenet International as Borrower, Telenet N.V.and Telenet International as Guarantors, The Bank of Nova Scotia as Facility Agent, KBC Bank N.V. as Security Agent and the financialinstitutions listed therein as Additional Facility X Lenders, under the Telenet Credit Facility (incorporated by reference to Exhibit 4.3 to theRegistrant’s Current Report on Form 8-K filed April 15, 2014 (File No. 001-35961)).4.16Additional Facility Z Accession Agreement, dated May 7, 2015, between, among others, Telenet International as Borrower, Telenet N.V., TheBank of Nova Scotia as Facility Agent, KBC Bank N.V. Security Agent and The Royal Bank of Scotland PLC, Societe Generale, LondonBranch, Deutsche Bank AG, London Branch, Credit Suisse AG, London Branch, ScotiaBank Europe PLC and Goldman Sachs Bank USA asAdditional Facility Z Lenders, under the Telenet Credit Facility (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Reporton Form 8-K filed May 13, 2015 (File No. 001-35961)).4.17Telenet Additional Facility X2 Accession Agreement, dated July 1, 2015, among inter alia, Telenet International as Borrower, Telenet N.V.and Telenet International as Guarantors, The Bank of Nova Scotia as Facility Agent, KBC Bank N.V. as Security Agent and the financialinstitutions listed therein as Additional Facility X2 Lenders, under the Telenet Credit Facility (incorporated by reference to Exhibit 4.1 to theRegistrant’s Current Report on Form 8-K filed July 8, 2015 (File No. 001-35961)).4.18Telenet Additional Facility AB Accession Agreement, dated July 24, 2015, among, inter alia, Telenet International as Borrower, Telenet N.V.and Telenet International as Guarantors, and the other parties thereto, under the Telenet Credit Facility (incorporated by reference to Exhibit4.1 to the Registrant's Current Report on Form 8-K filed July 30, 2015 (File No. 001-35061)).4.19Telenet Additional Facility AE Accession Agreement dated November 3, 2016, among, inter alia, Telenet International as Borrower, The Bankof Nova Scotia as Facility Agent, KBC Bank N.V. as Security Agent and the financial institutions listed therein as Additional Facility AELenders, under the Telenet Credit Facility (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filedNovember 10, 2016 (File No. 001-35961) (the November 2016 8-K)).4.20Telenet Additional Facility AF Accession Agreement dated November 3, 2016 among, inter alia, Telenet Financing USD LLC, The Bank ofNova Scotia as Facility Agent, KBC Bank N.V. as Security Agent and the financial institutions listed therein as Additional Facility AFLenders, under the Telenet Credit Facility (incorporated by reference to Exhibit 4.2 to the November 2016 8-K).4.21Telenet Additional Facility AG Accession Agreement dated November 22, 2016, among, inter alia, Telenet International, The Bank of NovaScotia as Facility Agent, KBC Bank N.V. as Security Agent and the financial institutions listed therein as Additional Facility AG Lenders,under the Telenet Credit Facility (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed November 29,2016 (File No. 001-35961)).4.22Indenture dated December 14, 2012, between Unitymedia Hessen GmbH & Co. KG, Unitymedia NRW GmbH, The Bank of New York Mellon,London Branch, as Trustee, Transfer Agent and Principal Paying Agent, The Bank of New York Mellon as Paying Agent in New York, TheBank of New York Mellon (Luxembourg) S.A. as Registrar and Credit Suisse AG, London Branch, as Security Trustee (incorporated byreference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K filed December 20, 2012 (File No. 000-51360)).4.23Indenture dated December 17, 2014, between Unitymedia Hessen GmbH & Co. KG, Unitymedia NRW GmbH, The Bank of New York Mellon,London Branch, as Trustee, Transfer Agent and Principal Paying Agent, The Bank of New York Mellon as New York Paying Agent and NewYork Transfer Agent, The Bank of New York Mellon (Luxembourg) S.A. as Registrar and Credit Suisse AG, London Branch, as SecurityTrustee (incorporated by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K/A filed December 18, 2014 (File No. 001-35961)).4.24Indenture, dated as of March 3, 2011, among Virgin Media Secured Finance PLC, the Guarantors party thereto, The Bank of New York Mellonas Trustee and Paying Agent and The Bank of New York Mellon (Luxembourg) S.A. as Luxembourg Paying Agent (incorporated by referenceto Exhibit 4.1 to Virgin Media Inc.’s (Virgin Media) Current Report on Form 8-K filed on March 3, 2011 (File No. 000-50886).4.25Indenture dated February 22, 2013, between, among others, Lynx I Corp., as Issuer, The Bank of New York Mellon, London Branch, asTrustee, Transfer Agent and Principal Paying Agent and The Bank of New York Mellon, as Paying Agent and Newco Security Trustee(incorporated by reference to Exhibit 4.1 to LGI’s Current Report on Form 8-K/A filed February 27, 2013 (File No. 000-51360) (the LGIFebruary 2013 8-K/A).4.26Indenture, dated as of February 22, 2013, among Lynx II Corp., as Issuer, The Bank of New York Mellon, London Branch, as trustee, TransferAgent and Principal Paying Agent and The Bank of New York Mellon, as Paying Agent and Newco Security Trustee (incorporated byreference to Exhibit 4.2 to the LGI February 2013 8-K/A).4.27First Supplemental Indenture, dated as of June 7, 2013, between, among others, Virgin Media Secured Finance PLC, Virgin Media Inc. (VirginMedia) and The Bank of New York Mellon as Trustee, to the Indenture dated as of March 3, 2011 for Virgin Media 5.25% Senior SecuredNotes and 5.50% Senior Secured Notes each due 2021 (incorporated by reference to Exhibit 4.12 to the Registrant’s Current Report on Form8-K filed June 12, 2013 (File No. 001-35961)(the June 2013 8-K)).4.28Accession Agreement, dated as of June 7, 2013, among Virgin Media Secured Finance PLC as Acceding Issuer, Lynx I Corp. and The Bank ofNew York Mellon, as Trustee (incorporated by reference to Exhibit 4.13 to the June 2013 8-K).4.29First Supplemental Indenture, dated as of June 7, 2013, between, among others, Virgin Media Secured Finance PLC and The Bank of NewYork Mellon as Trustee, to the Indenture dated as of February 22, 2013 for Lynx I Corp. 5⅜% Senior Secured Notes and 6.00% Senior SecuredNotes each due 2021 (incorporated by reference to Exhibit 4.15 to the June 2013 8-K).4.30Accession Agreement, dated as of June 7, 2013, among Lynx II Corp., Virgin Media Finance PLC and The Bank of New York Mellon asTrustee and Paying Agent (incorporated by reference to Exhibit 4.16 to the June 2013 8-K).4.31First Supplemental Indenture, dated June 7, 2013, between, among others, Virgin Media Finance PLC, Virgin Media and The Bank of NewYork Mellon, as Trustee and Paying Agent, to the Indenture dated as of February 22, 2013 Lynx II Corp. 6⅜% Senior Notes and 7.00% SeniorNotes each due 2023 (incorporated by reference to Exhibit 4.18 to the June 2013 8-K).4.32Amendment dated June 14, 2013, to the Senior Facilities Agreement, between, and among others, Virgin Media Investment Holdings Limited,certain other subsidiaries of Virgin Media and the lenders thereto (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Reporton Form 8-K filed June 21, 2013 (File No. 001-35961)).4.33Senior Facilities Agreement, dated as of June 7, 2013, as amended on June 14, 2013 and as amended and restated on July 30 2015, among,inter alia, Virgin Media Finance PLC, certain other subsidiaries of Virgin Media and the lenders thereto (the VMF Senior Facilities Agreement)(incorporated by reference to Exhibit 4.13 to the Registrant’s Quarterly Report on Form 10-Q filed August 4, 2015 (File No. 001-35061)).4.34Indenture dated March 28, 2014 between Virgin Media Secured Finance PLC, The Bank of New York Mellon, London Branch, as Trustee,Transfer Agent and Principal Paying Agent, The Bank of New York Mellon as Paying Agent, and The Bank of New York Mellon(Luxembourg) S.A., as Registrar (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K/A filed April 3, 2014(File No. 001-35961)).4.35Virgin Additional Facility E Accession Agreement, dated April 17, 2014, among, inter alia, Virgin Media SFA Finance Limited as Borrower,certain other subsidiaries of Virgin Media, The Bank of Nova Scotia as Facility Agent and the financial institutions listed therein asAdditional Facility E Lenders, under the VMF Senior Facilities Agreement (incorporated by reference to Exhibit 4.2 to the Registrant’sCurrent Report on Form 8-K filed April 23, 2014 (File No. 001-35961)).4.36Indenture dated January 28, 2015 between Virgin Media Secured Finance PLC, The Bank of New York Mellon, London Branch, as Trusteeand Paying Agent and The Bank of New York Mellon (Luxembourg) S.A., as Registrar and Transfer Agent (incorporated by reference toExhibit 4.1 to the Registrant’s Current Report on Form 8-K/A filed February 3, 2015 (File No. 001-35961) (the February 2015 8-K/A)).4.37Indenture dated January 28, 2015 between Virgin Media Finance PLC, The Bank of New York Mellon, London Branch, as Trustee andPrincipal Paying Agent, The Bank of Mellon as Paying Agent and Dollar Notes Transfer Agent and Registrar and The Bank of New YorkMellon (Luxembourg) S.A., as Euro Notes Registrar and Transfer Agent (incorporated by reference to Exhibit 4.2 to the February 2015 8-K/A).4.38Additional I Facility Accession Deed dated December 16, 2016, among Virgin Media Investment Holdings Limited, Virgin Media Bristol LLCas Borrower, The Bank of Nova Scotia as Facility Agent, and The Bank of Nova Scotia as Additional I Facility Lender, under the VMF SeniorFacilities Agreement (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed December 22, 2016 (FileNo. 001-35961)(the December 2016 8-K)).4.39Amendment letter dated December 16, 2016, between Virgin Media Investment Holdings Limited and The Bank of Nova Scotia as the FacilityAgent, amending the VMF Senior Facilities Agreement (incorporated by reference to Exhibit 4.2 to the December 2016 8-K).4.40Additional J Facility Accession Deed dated February 2, 2017, between Virgin Media Investment Holdings Limited as the Company, VirginMedia SFA Finance Limited as the Borrower, The Bank of Nova Scotia as the Facility Agent and The Bank of Nova Scotia as Additional JFacility Lender under the VMF Senior Facilities Agreement (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report onForm 8-K filed February 7, 2017 (File No. 001-35961)).4.41Indenture dated January 24, 2014, between VTR Finance B.V., The Bank of New York Mellon, London Branch, as Trustee and Security Agent,and The Bank of New York Mellon as Paying Agent, Registrar and Transfer Agent (incorporated by reference to Exhibit 4.1 to the Registrant’sCurrent Report on Form 8-K filed January 24, 2014 (File No. 001-35961)).4.42Credit Agreement, dated May 16, 2016, among LGE Coral Holdco Limited, Sable International Finance Limited and Coral-US Co-BorrowerLLC as Initial Borrowers, The Bank of Nova Scotia as Administrative Agent, L/C Issuer and Swing Line Lender and FirstCaribbeanInternational Bank (Bahamas) Limited, BNP Paribas Fortis SA/NV and Royal Bank of Canada as Alternative L/C Issuers, the other lenders aparty thereto from time to time (the Coral Credit Agreement)(incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report onForm 8-K filed May 20, 2016 (File No. 001-35961)(the May 2016 8-K)).4.43Indenture dated March 31, 2014, among Columbus International Inc., each of the Guarantors a party thereto, The Bank of New York Mellon asTrustee and The Bank of New York Mellon (Luxembourg) S.A. as Luxembourg Transfer Agent and Paying Agent (incorporated be reference toExhibit 4.2 to the May 2016 8-K).4.44Indenture dated August 5, 2015, among Sable International Finance Limited as Issuer, each of the Guarantors a party thereto, Deutsche BankTrust Company Americas as Trustee, Principal Paying Agent, Registrar and Transfer Agent and Deutsche Bank Luxembourg, S.A. asLuxembourg Paying Agent and (Regulation S) Transfer Agent (incorporated by reference to Exhibit 4.3 to the May 2016 8-K).4.45First Supplemental Indenture dated November 23, 2015, among Sable International Finance Limited as Issuer, each of the Guarantors a partythereto, and Deutsche Bank Trust Company Americas as Trustee, Principal Paying Agent, Registrar and Transfer Agent (incorporated byreference to Exhibit 4.4 to the May 2016 8-K).4.46First Supplemental Indenture dated March 10, 2015, among Columbus International Inc. as Issuer, each of the Guarantors a party thereto, andThe Bank of New York Mellon as Trustee (incorporated by reference to Exhibit 4.5 to the May 2016 8-K).4.47Joinder Agreement dated October 7, 2016, among Sable International Finance Limited and Coral-US Co-Borrower LLC as Borrowers, the otherGuarantors party thereto, The Bank of Nova Scotia as Administrative Agent and Security Trustee, and the financial institutions party thereto asRevolving Credit Lenders (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed October 13, 2016(File No. 001-35961)).4.48Joinder Agreement, dated November 18, 2016, among Sable International Finance Limited and Coral US Co-Borrower LLC as Borrowers, theother Guarantors party thereto, The Bank of Nova Scotia, as Administrative Agent and Security Trustee, and the financial institutions partythereto as Additional Term B-1B Facility Lenders (as defined therein) under the Coral Credit Agreement (incorporated by reference to Exhibit4.1 to the Registrant’s Current Report on Form 8-K filed November 23, 2016 (File No. 001-35961)).4.49Amended and Restated First Lien Credit Agreement dated as of July 7, 2014, among Liberty Cablevision of Puerto Rico LLC (Liberty PuertoRico), the Guarantors party thereto from time to time, The Bank of Nova Scotia, as Administrative Agent, each lender form time to time partythereto and Scotiabank de Puerto Rico as L/C Issuer and Swing Line Lender (incorporated by reference to Exhibit 4.1 to the Registrant’sCurrent Report on Form 8-K filed July 2, 2015 (File No. 001-35961) (the July 2015 8-K)).4.50Amended and Restated Second Lien Credit Agreement dated as of July 7, 2014, among Liberty Puerto Rico, the Guarantors party thereto fromtime to time, The Bank of Nova Scotia as Administrative Agent, and each lender from time to time party thereto (incorporated by reference toExhibit 4.2 to the July 2015 8-K).4.51Additional Term B-1 Facility Joinder Agreement dated as of June 1, 2015, among Liberty Puerto Rico, The Bank of Nova Scotia asAdministrative Agent and Collateral Agent and the Additional Term B-1 Facility Lenders party thereto (incorporated by reference to Exhibit4.3 to the July 2015 8-K).4.52Additional Term B-2 Facility Joinder Agreement dated as of June 1, 2015, among Liberty Puerto Rico, The Bank of Nova Scotia asAdministrative Agent and Collateral Agent and the Additional Term B-2 Facility Lenders party thereto (incorporated by reference to Exhibit4.4 to the July 2015 8-K). The Registrant undertakes to furnish to the Securities and Exchange Commission, upon request, a copy of all instruments with respect to long-term debt not filed herewith.10 -- Material Contracts:10.1Deed of Assumption of Liberty Global plc, dated June 7, 2013 (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report onForm 8-K filed June 7, 2013 (File No. 001-35961)(the June 7, 2013 8-K)).10.2Liberty Global 2014 Incentive Plan Effective March 1, 2014 as amended and restated February 24, 2015 (the Incentive Plan) (incorporated byreference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed May 7, 2015 (File No. 001-35961)).10.3Liberty Global 2014 Nonemployee Director Incentive Plan Effective March 1, 2014 (the Director Plan) (incorporated by reference toAppendix B to the Registrant’s Proxy Statement on Schedule 14A filed December 19, 2013 (File No. 001-35961)).10.4Form of Performance Share Units Agreement under the Incentive Plan (incorporated by reference to Exhibit 10.6 to the Registrant’s QuarterlyReport on Form 10-Q filed May 6, 2014 (File No. 001-35961)).10.5Form of Performance Share Units Agreement under the Incentive Plan (incorporated by reference to Exhibit 10.1 to the Registrant’s QuarterlyReport on Form 10-Q filed August 4, 2015 (File No. 001-35961)).10.6Form of Non-Qualified Share Option Agreement under the Director Plan (incorporated by reference to Exhibit 10.3 to the Registrant’sQuarterly Report on Form 10-Q filed August 5, 2014 (File No. 001-35961) (the August 5, 2014 10-Q)).10.7Form of Restricted Share Units Agreement under the Director Plan (incorporated by reference to Exhibit 10.4 to the August 5, 2014 10-Q).10.8Form of Share Appreciation Rights Agreement under the Incentive Plan (incorporated by reference to Exhibit 10.5 to the August 5, 2014 10-Q).10.9Form of Restricted Share Units Agreement under the Incentive Plan (incorporated by reference to Exhibit 10.6 to the August 5, 2014 10-Q).10.10Liberty Global, Inc. 2005 Incentive Plan (as amended and restated effective June 7, 2013) (the 2005 Incentive Plan) (incorporated by referenceto Exhibit 10.2 to the June 7, 2013 8-K).10.11Liberty Global, Inc. 2005 Nonemployee Director Incentive Plan (as amended and restated effective June 7, 2013) (the 2005 Director Plan)(incorporated by reference to Exhibit 10.3 to the June 7, 2013 8-K).10.12Virgin Media 2010 Stock Incentive Plan (as amended and restated effective June 7, 2013) (incorporated by reference to Exhibit 10.4 to theJune 7, 2013 8-K).10.13Form of Non-Qualified Share Option Agreement under the 2005 Director Plan (incorporated by reference to Exhibit 10.6 to the Registrant’sQuarterly Report on Form 10-Q filed August 1, 2013 (File No. 001-35961)).10.14Liberty Global Compensation Policy for Nonemployee Directors effective June 26, 2014 (incorporated by reference to Appendix A to theRegistrant’s Proxy Statement on Schedule 14A filed April 30, 2014 (File No. 001-35961)).10.15Form of Deed of Indemnity between Liberty Global and its Directors and Executive Officers (incorporated by reference to Exhibit 10.10 to theJune 7, 2013 8-K).10.16Form of Stock Appreciation Rights Agreement under the 2005 Incentive Plan (incorporated by reference to Exhibit 10.3 to LGI’s QuarterlyReport on Form 10-Q filed May 7, 2008 (File No. 000-51360) (the LGI May 7, 2008 10-Q)).10.17Liberty Global 2015 Annual Cash Performance Award Program for executive officers under the Incentive Plan (description of said program isincorporated by reference to the description thereof included in Item 5.02(e) of the Registrant’s Current Report on Form 8-K filed March 25,2015 (File No. 001-35961) (the March 2015 8-K)).10.18Liberty Global 2015 Performance Incentive Plan for executive officers under the Incentive Plan (a description of said plan is incorporated byreference to the description thereof included in Item 5.02(e) of the March 2015 8-K).10.19Liberty Global 2016 Annual Cash Performance Award Program for executive officers under the Incentive Plan (description of said program isincorporated by reference to the description thereof included in Item 5.02(e) of the Registrant’s Current Report on Form 8-K filed March 14,2016 (File No. 001-35961)).10.20Liberty Global 2016 Performance Incentive Plan for executive officers under the Incentive Plan (a description of said plan is incorporated byreference to the description thereof included in Item 5.02(e) of the Registrant’s Current Report on Form 8-K filed February 9, 2016 (File No.001-35961)).10.21Form of Performance Share Units Agreement for executive officers under the Incentive Plan (incorporated by reference to Exhibit 10.4 to theRegistrant’s Quarterly Report on Form 10-Q filed May 9, 2016 (File No. 000-51360)).10.22Deferred Compensation Plan (adopted effective December 15, 2008; Amended and Restated as of October 26, 2015)(incorporated by referenceto Exhibit 10.29 to the Registrant’s Annual Report on Form 10-K filed February 12, 2016 (File No. 001-35961)(the 2016 10-K)).10.23Nonemployee Director Deferred Compensation Plan (As Amended and Restated Effective December 11, 2015)(incorporated by reference toExhibit 10.30 to the 2016 10-K)).10.24Personal Usage of Aircraft Policy, restated June 7, 2013 (incorporated by reference to Exhibit 10.31 to the 2016 10-K).10.25Form of Aircraft Time Sharing Agreement (900EX) (incorporated by reference to Exhibit 10.29 to LGI Annual Report on Form 10-K filedFebruary 13, 2013 (File No. 000-51360)(the LGI 2012 10-K)).10.26Form of Aircraft Time Sharing Agreement (7X) (incorporated by reference to Exhibit 10.30 to the LGI 2012 10-K).10.27Employment Agreement dated as of April 30, 2014, by and among the Registrant, LGI and Michael T. Fries (incorporated by reference toExhibit 10.7 to the Registrant’s Quarterly Report on Form 10-Q filed May 6, 2014 (File No. 001-35961)(the May 6, 2014 10-Q)).10.28Form of Performance Grant Award Agreement under the Incentive Plan dated as of April 30, 2014, between the Registrant and Michael T. Fries(incorporated by reference to Exhibit 10.8 to the May 6, 2014 10-Q).10.29Form of Performance Share Units Agreement between the Registrant and our Chief Executive Officer under the Incentive Plan (incorporated byreference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed August 4, 2016 (File No. 001-35961)(the August 4, 2016 10-Q)).10.30Form of Share Appreciation Rights Agreement between the Registrant and our Chief Executive Officer under the Incentive Plan (incorporatedby reference to Exhibit 10.2 to the August 4, 2016 10-Q).10.31Executive Service Agreement, dated December 15, 2004, between UPC Services Limited and Charles Bracken (incorporated by reference toExhibit 10.36 to LGI’s Annual Report on Form 10-K filed February 24, 2010 (File No. 000-51360)).10.32Executive Services Agreement effective January 1, 2011, between Liberty Global Europe B.V. and Diederik Karsten (incorporated by referenceto Exhibit 10.45 to LGI’s Annual Report on Form 10-K filed February 24, 2011 (File No. 000-51360)).10.33Letter Agreement dated December 12, 2016 between LGI and Bernard G. Dvorak (incorporated by reference to Exhibit 10.1 to the Registrant’sCurrent Report on Form 8-K filed December 14, 2016 (File No. 001-51360)).10.34Trade Mark Licence, dated as of April 3, 2006, between Virgin Enterprises Limited and NTL Group Limited (incorporated by reference toExhibit 10.2 to Virgin Media’s Quarterly Report on Form 10-Q filed on August 9, 2006 (File No. 000-50886)).10.35Amendment Letter No. 1, dated February 8, 2007, to the Trade Mark Licence between Virgin Enterprises Limited and Virgin Media Limiteddated April 3, 2006 (incorporated by reference to Exhibit 10.5 to Virgin Media’s Quarterly Report on Form 10-Q filed on August 8, 2007 (FileNo. 000-50886)).10.36Amendment Letter No. 2, dated October 1, 2007, to the Trade Mark Licence between Virgin Enterprises Limited and Virgin Media Limiteddated April 3, 2006 (incorporated by reference to Exhibit 10.6 to Virgin Media’s Quarterly Report on Form 10-Q filed on November 8, 2007(File No. 000-50886)).10.37Trade Mark Licence between Virgin Enterprises Limited and Virgin Media Limited dated December 16, 2009 (incorporated by reference toExhibit 10.83 to Virgin Media’s Annual Report on Form 10-K filed on February 26, 2010 (File No. 000-50886)).10.38Amended and Restated Contribution and Transfer Agreement, dated July 21, 2016, as amended and restated December 31, 2016, by andamong, Liberty Global Europe Holding B.V., the Registrant, Vodafone International Holdings B.V., Vodafone Group Plc and Lynx GlobalEurope II B.V. (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed January 6, 2017 (File No. 001-35961)(the January 2017 8-K)).10.39Shareholders' Agreement, dated December 31, 2016, by and among, Vodafone International Holdings B.V., Vodafone Group Plc, LibertyGlobal Europe Holding B.V., the Registrant and Lynx Global Europe II B.V. (incorporated by reference to Exhibit 10.2 to the January 2017 8-K).21 -- List of Subsidiaries*23 -- Consent of Experts and Counsel:23.1Consent of KPMG LLP*31 -- Rule 13a-14(a)/15d-14(a) Certification:31.1Certification of President and Chief Executive Officer*31.2Certification of Executive Vice President and Chief Financial Officer (Principal Financial Officer)*32 -- Section 1350 Certification ** 101.SCHXBRL Taxonomy Extension Schema Document*101.CALXBRL Taxonomy Extension Calculation Linkbase Document*101.DEFXBRL Taxonomy Extension Definition Linkbase*101.LABXBRL Taxonomy Extension Label Linkbase Document*101.PREXBRL Taxonomy Extension Presentation Linkbase Document*_______________ *Filed herewith**Furnished herewithExhibit 21Liberty Global plc SubsidiariesDecember 31, 2016NameCountryCable and Wireless (Anguilla) LimitedAnguillaCable & Wireless Antigua & Barbuda LimitedAntigua & BarbudaKelcom International (Antigua & Barbuda) LimitedAntigua & BarbudaUPC Austria GmbHAustriaUPC Austria Services GmbHAustriaUPC Business Austria GmbHAustriaUPC Cablecom Austria GmbHAustriaUPC DSL Telecom GmbHAustriaUPC Oberöstereich GmbHAustriaUPC Telekabel Wien GmbHAustriaUPC Telekabel-Fernsehnetz Region Baden Betriebe GmbHAustriaUPC Telekabel-Fernsehnetz Wiener Neustadt Neunkirchen Betriebs GmbHAustriaColumbus Communications LimitedBahamasCWC Bahamas Holdings LimitedBahamasThe Bahamas Telecommunications Company LimitedBahamasAntilles Crossing (Barbados) IBC, Inc.BarbadosCable & Wireless (Barbados) LimitedBarbadosCable Jamaica (Barbados) LimitedBarbadosCaribbean Data Centers (Barbados) Inc.BarbadosCNL-CWC Networks Inc.BarbadosColumbus Acquisitions Inc.BarbadosColumbus Antilles (Barbados) LimitedBarbadosColumbus Capital (Barbados) LimitedBarbadosColumbus Caribbean Acquisitions Inc.BarbadosColumbus Communications Inc.BarbadosColumbus Curacao (Barbados) Inc.BarbadosColumbus Eastern Caribbean (Barbados) Inc.BarbadosColumbus International Capital (Barbados) Inc.BarbadosColumbus International Inc.BarbadosColumbus Jamaica Holdings (Barbados) Inc.BarbadosColumbus Networks (Cayman) Holdco LimitedBarbadosColumbus Networks Finance Company LimitedBarbadosColumbus Networks Sales, Ltd.BarbadosColumbus Networks, LimitedBarbadosColumbus Telecommunications (Barbados) LimitedBarbadosColumbus Trinidad (Barbados) Inc.BarbadosColumbus TTNW Holdings Inc.BarbadosCWC CALA Holdings LimitedBarbadosCWC-Columbus Asset Holdings Inc.BarbadosCWI Caribbean LimitedBarbados1NameCountryGemini North Cable (Barbados) Inc.BarbadosKarib Cable Inc.BarbadosWamco Technology Group LimitedBarbadosAllo Telecom NVBelgiumOrtel Mobile NVBelgiumTelenet BVBABelgiumTelenet Finance BVBABelgiumTelenet Group BVBABelgiumTelenet Group Holding N.V.BelgiumTelenet Mobile NVBelgiumTelenet Tecteo Bidco NVBelgiumTelenet Vlaanderen NVBelgiumT-VGAS NVBelgiumCable and Wireless Network Services LimitedBermudaNew World Network International, LtdBermudaColumbus Networks (Bonaire), N.V.BonaireCNW Leasing Ltd.CanadaCWC Canada LimitedCanadaCable & Wireless Communications Insurance LimitedCayman IslandsCable & Wireless Jamaica Finance (Cayman) LimitedCayman IslandsCable and Wireless (Cayman Islands) LimitedCayman IslandsCWC Cayman Finance LimitedCayman IslandsCWC Costa Rica Holdings LimitedCayman IslandsCWC Macau Holdings LimitedCayman IslandsCWC Overseas Holdco LimitedCayman IslandsCWC Trinidad Holdings LimitedCayman IslandsCWC WS Holdings Cayman Ltd.Cayman IslandsCWIGroup LimitedCayman IslandsKelfenora LimitedCayman IslandsLCPR Cayman Holding Inc.Cayman IslandsLiLAC Ventures Ltd.Cayman IslandsSable International Finance LimitedCayman IslandsUnited Chile Ventures, Inc.Cayman IslandsSociedad Televisora CBC LimitadaChileVTR Comunicaciones S.p.A.ChileVTR Galaxy Chile S.p.A.ChileVTR Global Carrier S.A.ChileVTR Ingeniería S.A.ChileVTR Movíl S.p.A.ChileVTR Southam Chile S.p.A.ChileVTR.com SpAChileColumbus Networks Zona Franca, LimitadaColombiaColumbusNetworks de Colombia, LimitadaColombiaLazus Colombia S.A.S.ColombiaCable & Wireless (Costa Rica) SACosta RicaColumbus Networks de Costa Rica S.R.L.Costa Rica2NameCountryColumbus Networks Wholesale de Costa Rica S.A.Costa RicaCWC (Costa Rica) SACosta RicaCWC Wholesale Solutions (Costa Rica) SACosta RicaColumbus Communications Curacao N.V.CuracaoColumbus Networks Antilles Offshore N.V.CuracaoColumbus Networks Curacao, N.V.CuracaoColumbus Networks Netherlands Antilles N.V.CuracaoE-Commercepark N.V.CuracaoExploitatiemaatchappij E-Zone Vredenberg N.V.CuracaoUPC Ceska Republica SroCzech RepublicUPC Infrastructure s.r.o.Czech RepublicUPC Real Estate s.r.o.Czech RepublicCable & Wireless Dominica LimitedDominicaColumbus Networks Dominicana, S.A.Dominican RepublicCWC Cable & Wireless Communications Dominican Republic SADominican RepublicColumbus Networks de Ecuador S.A.EcuadorColumbus Networks El Salvador S.A. de C.V.El SalvadorSSA Sistemas El Salvador, SA de CVEl SalvadorColumbus Holdings France SASFranceUPC Broadband France S.A.S.FranceUPC Broadband France SNCFranceArena Sport Rechte und Marketing GmbHGermanyUnitymedia BW GmbHGermanyUnitymedia GmbHGermanyUnitymedia Hessen GmbH & Co. KGGermanyUnitymedia Hessen Verwaltungs GmbHGermanyUnitymedia International GmbHGermanyUnitymedia Management GmbHGermanyUnitymedia NRW GmbHGermanyUnitymedia Service GmbHGermanyUnitymedia Smart Outsourcing GmbHGermanyUPC Germany Financing Holding GmbHGermanyCable and Wireless Grenada LimitedGrenadaColumbus Communications (Grenada) LimitedGrenadaCable & Wireless Panama (Guatemala) SAGuatemalaColumbus Networks de Guatemala, LimitadaGuatemalaColumbus Networks (Haiti) S.A.HaitiColumbus Networks de Honduras S. de R.L.HondurasUPC Magyarorszag KftHungaryPT Mitracipta SarananusaIndonesiaChannel 6 Broadcasting LtdIrelandChorus Communications Ltd.IrelandImminus (Ireland) LimitedIrelandKish Media LtdIrelandLGI DTH IrelandIrelandNTL Communications (Ireland) Ltd.Ireland3NameCountryNTL Irish Networks Ltd.IrelandTullamore Beta LtdIrelandTV3 Television Network LtdIrelandTVThree Enterprises LtdIrelandTVThree Sales LtdIrelandUlana Business Management LtdIrelandUPC Broadband Ireland LtdIrelandVirgin Media Ireland LtdIrelandPender Insurance LimitedIsle of ManCable & Wireless Jamaica LimitedJamaicaCaribbean Landing Company LimitedJamaicaChartfield Development Company LimitedJamaicaColumbus Communications Jamaica LimitedJamaicaColumbus Networks Jamaica LimitedJamaicaDekal Wireless Jamaica LimitedJamaicaDigital Media & Entertainment LimitedJamaicaJamaica Digiport International LimitedJamaicaLIME Foundation LimitedJamaicaNorthern Cable & Communication Network LimitedJamaicaS.A.U.C.E. Communication Network LimitedJamaicaColumbus Eastern Caribbean Holdings SarlLuxembourgFinance Center Telenet SàrlLuxembourgTelenet International Finance SàrlLuxembourgTelenet Luxembourg Finance Center SàrlLuxembourgTelenet Solutions Luxemburg NVLuxembourgUPC DTH Leasing SarlLuxembourgUPC DTH SarlLuxembourgUPC DTH Slovakia SarlLuxembourgLiberty Global Holding Company LimitedMaltaLiberty Global Insurance Company LimitedMaltaColumbus Networks de Mexico S.R.L.MexicoBinan Investments B.V.NetherlandsCable & Wireless Australia & Pacific Holding B.V.NetherlandsCable and Wireless International Finance B.V.NetherlandsLabesa Holding B.V.NetherlandsLGCI Holdco I BVNetherlandsLGCI Holdco II BVNetherlandsLGI Mobile BVNetherlandsLGI Ventures B.V.NetherlandsLiberty Global B.V.NetherlandsLiberty Global Content Investments BVNetherlandsLiberty Global Europe Financing B.V.NetherlandsLiberty Global Europe Holding B.V.NetherlandsLiberty Global Europe Investments B.V.NetherlandsLiberty Global Europe Management B.V.NetherlandsLiberty Global Group Holding BVNetherlands4NameCountryLiberty Global Holding B.V.NetherlandsLiberty Global Management BVNetherlandsLiberty Global New Ventures B.V.NetherlandsLiberty Global Operations B.V.NetherlandsLiberty Global Services B.V.NetherlandsLiberty Global Ventures Holding BVNetherlandsLila Chile Holdings BVNetherlandsPriority Telecom B.V.NetherlandsPriority Wireless B.V.NetherlandsUGC Australia BVNetherlandsUPC Broadband B.V.NetherlandsUPC Broadband Holding B.V.NetherlandsUPC CEE Holding BVNetherlandsUPC Direct Programming II B.V.NetherlandsUPC Equipment BVNetherlandsUPC Extra II B.V.NetherlandsUPC France Holding B.V.NetherlandsUPC Germany Holding B.V.NetherlandsUPC Holding B.V.NetherlandsUPC Holding II B.V.NetherlandsUPC International Operations BVNetherlandsUPC Poland Holding B.V.NetherlandsUPC Switzerland Holding BVNetherlandsVTR Finance BVNetherlandsColumbus Networks Nicaragua y Compania LimitadaNicaraguaSSA Sistemas Nicaragua, Socieded AnonimaNicaraguaCable & Wireless Panama S.A.PanamaColumbus Networks Centroamérica S. de R.LPanamaColumbus Networks de Panamá SRLPanamaColumbus Networks Marítima S. de R.L.PanamaCompañia para el Soterramiento de Cables SAPanamaCWC WS (Panama) SAPanamaCWC WS Holdings Panama SAPanamaGrupo Sonitel, SAPanamaLazus Panama S.A.PanamaSonitel, SAPanamaTelecomunicaciones Corporativas Panameñas S.A.PanamaLazus Peru S.A.CPeruAWONET Sp ZooPolandUPC Polska Sp. z o.oPolandColumbus Networks Puerto Rico (2015), Inc.Puerto RicoLiberty Cablevision of Puerto Rico LLCPuerto RicoPuerto Rico Cable Acquisition Company LLCPuerto RicoFocus Sat Romania SrlRomaniaUPC External Services S.R.L.RomaniaUPC Romania SrlRomania5NameCountryUPC Services S.R.L.RomaniaCable & Wireless (Seychelles) LimitedSeychellesLe Chantier Property LimitedSeychellesCable & Wireless (Singapore) Pte LimitedSingaporeUPC Broadband Slovakia sroSlovak RepublicCable & Wireless St. Kitts & Nevis LimitedSt Kitts and NevisAntilles Crossing Holding Company (St. Lucia) LimitedSt LuciaBandserve Inc.St LuciaCable and Wireless (St Lucia) LimitedSt LuciaColumbus Communications (St Lucia) LimitedSt LuciaColumbus Eastern Caribbean (St. Lucia) Inc.St LuciaDekal Wireless Holdings LimitedSt LuciaTechvision Inc.St LuciaTele (St. Lucia) Inc.St LuciaCable & Wireless St Vincent and the Grenadines LimitedSt Vincent and the GrenadinesColumbus Communications St. Vincent and the Grenadines LimitedSt Vincent and the GrenadinesSitel SASwitzerlandTeledistal SASwitzerlandTelelavaux SASwitzerlandUPC Schweiz GmbHSwitzerlandVideo 2000 SASwitzerlandCable & Wireless Trinidad and Tobago LimitedTrinidad and TobagoCable Company of Trinidad and Tobago UnlimitedTrinidad and TobagoColumbus Communications Trinidad LimitedTrinidad and TobagoColumbus Holdings Trinidad UnlimitedTrinidad and TobagoColumbus Networks International (Trinidad) Ltd.Trinidad and TobagoTrinidad and Tobago Trans-Cable Company UnlimitedTrinidad and TobagoCable and Wireless (TCI) LimitedTurks and Caicos IslandsAction Stations (2000) LimitedUK-England & WalesAction Stations (Lakeside) LimitedUK-England & WalesArqiva WiFi LimitedUK-England & WalesAvon Cable Investments LimitedUK-England & WalesAvon Cable Joint VentureUK-England & WalesBarnsley Cable Communications LimitedUK-England & WalesBCMV Leasing LimitedUK-England & WalesBCMV LimitedUK-England & WalesBirmingham Cable Corporation LimitedUK-England & WalesBirmingham Cable LimitedUK-England & WalesBitbuzz UK LimitedUK-England & WalesBlue Yonder Workwise LimitedUK-England & WalesBluebottle Call LimitedUK-England & WalesBradford Cable Communications LimitedUK-England & WalesCable & Wireless (UK) Group LimitedUK-England & WalesCable & Wireless Carrier LimitedUK-England & WalesCable & Wireless Central Holding LimitedUK-England & Wales6NameCountryCable & Wireless DI Holdings LimitedUK-England & WalesCable & Wireless International HQ LimitedUK-England & WalesCable & Wireless LimitedUK-England & WalesCable & Wireless Services UK LimitedUK-England & WalesCable & Wireless Trade Mark Management LimitedUK-England & WalesCable Adnet LimitedUK-England & WalesCable and Wireless (CALA Management Services) LimitedUK-England & WalesCable and Wireless (Investments) LimitedUK-England & WalesCable and Wireless (West Indies) LimitedUK-England & WalesCable and Wireless Pension Trustee LimitedUK-England & WalesCable Camden LimitedUK-England & WalesCable Communications LimitedUK-England & WalesCable Enfield LimitedUK-England & WalesCable Hackney & Islington LimitedUK-England & WalesCable Haringey LimitedUK-England & WalesCable Internet LimitedUK-England & WalesCable London LimitedUK-England & WalesCable on Demand LimitedUK-England & WalesCable& Wireless Communications LimitedUK-England & WalesCableTel (UK) LimitedUK-England & WalesCableTel Herts and Beds LimitedUK-England & WalesCableTel Surrey and Hampshire LimitedUK-England & WalesCableTel West Riding LimitedUK-England & WalesCambridge Holding Company LimitedUK-England & WalesCrystal Palace Radio LimitedUK-England & WalesCWC Communications LimitedUK-England & WalesCWC UK Finance LimitedUK-England & WalesCWIG LimitedUK-England & WalesCWIGroup LimitedUK-England & WalesDiamond Cable Communications LimitedUK-England & WalesDoncaster Cable Communications LimitedUK-England & WalesEurobell (Holdings) LimitedUK-England & WalesEurobell (South West) LimitedUK-England & WalesEurobell (Sussex ) LimitedUK-England & WalesEurobell (West Kent) LimitedUK-England & WalesEurobell Internet Services LimitedUK-England & WalesFilegale LimitedUK-England & WalesFlextech (1992) LimitedUK-England & WalesFlextech Broadband LimitedUK-England & WalesFlextech Homeshopping LimitedUK-England & WalesFlextech Interactive LimitedUK-England & WalesFlextech LimitedUK-England & WalesFlextech T LimitedUK-England & WalesGeneral Cable Group LimitedUK-England & WalesGeneral Cable Investments LimitedUK-England & WalesGeneral Cable LimitedUK-England & Wales7NameCountryGeneral Cable Programming LimitedUK-England & WalesGlobal Handset Finco LtdUK-England & WalesHalifax Cable Communications LimitedUK-England & WalesInteractive Digital Sales LimitedUK-England & WalesJewel HoldingsUK-England & WalesLGCI HoldCo III LtdUK-England & WalesLGCI Holding LimitedUK-England & WalesLGE Coral Holdco LtdUK-England & WalesLiberty Global Broadband II LimitedUK-England & WalesLiberty Global CIHB LtdUK-England & WalesLiberty Global Content Investments Holding Ltd.UK-England & WalesLiberty Global Content Ltd.UK-England & WalesLiberty Global Europe 2 LimitedUK-England & WalesLiberty Global Europe Ltd.UK-England & WalesLiberty Global Finance I (UK) Ltd.UK-England & WalesLiberty Global Incorporated LimitedUK-England & WalesLiberty Global plcUK-England & WalesLiberty Global Technology LimitedUK-England & WalesLiberty Global Ventures Group LimitedUK-England & WalesLynx Europe 4 LimitedUK-England & WalesM&NW Network II LimitedUK-England & WalesM&NW Network LimitedUK-England & WalesMatchco LimitedUK-England & WalesMayfair Way Management LimitedUK-England & WalesMiddlesex Cable LimitedUK-England & Walesntl (Aylesbury and Chiltern) LimitedUK-England & Walesntl (B) LimitedUK-England & Walesntl (BCM Plan) Pension Trustees LimitedUK-England & Walesntl (Broadland) LimitedUK-England & Walesntl (CWC) Corporation LimitedUK-England & Walesntl (CWC) LimitedUK-England & Walesntl (CWC) UKUK-England & Walesntl (South East) LimitedUK-England & Walesntl (South Hertfordshire) LimitedUK-England & Walesntl (South London) LimitedUK-England & Walesntl (Southampton and Eastleigh) LimitedUK-England & Walesntl (V)UK-England & Walesntl (YorCan) LimitedUK-England & Walesntl (York) LimitedUK-England & Walesntl Bolton Cablevision Holding CompanyUK-England & Walesntl Business (Ireland) LimitedUK-England & Walesntl Business LimitedUK-England & Walesntl CableComms BoltonUK-England & Walesntl CableComms Bolton Leasing LimitedUK-England & Walesntl CableComms BromleyUK-England & Walesntl CableComms Bromley Leasing LimitedUK-England & Wales8NameCountryntl CableComms Bury and RochdaleUK-England & Walesntl CableComms CheshireUK-England & Walesntl CableComms DerbyUK-England & Walesntl CableComms Derby Leasing LimitedUK-England & Walesntl CableComms East LancashireUK-England & Walesntl CableComms Greater ManchesterUK-England & Walesntl CableComms Greater Manchester Leasing LimitedUK-England & Walesntl CableComms Group LimitedUK-England & Walesntl CableComms Holdings No 1 LimitedUK-England & Walesntl CableComms Holdings No 2 LimitedUK-England & Walesntl CableComms LimitedUK-England & Walesntl CableComms MacclesfieldUK-England & Walesntl CableComms Manchester LimitedUK-England & Walesntl CableComms Oldham and TamesideUK-England & Walesntl CableComms SolentUK-England & Walesntl CableComms StaffordshireUK-England & Walesntl CableComms StockportUK-England & Walesntl CableComms SurreyUK-England & Walesntl CableComms Surrey Leasing LimitedUK-England & Walesntl CableComms SussexUK-England & Walesntl CableComms Sussex Leasing LimitedUK-England & Walesntl CableComms WessexUK-England & Walesntl CableComms Wessex Leasing LimitedUK-England & Walesntl CableComms WirralUK-England & Walesntl CableComms Wirral Leasing LimitedUK-England & Walesntl Cambridge LimitedUK-England & Walesntl Chartwell Holdings LimitedUK-England & Walesntl Communications Services LimitedUK-England & Walesntl Derby Cablevision Holding CompanyUK-England & Walesntl Digital Ventures LimitedUK-England & Walesntl Funding LimitedUK-England & Walesntl GlasgowUK-England & Walesntl Glasgow Holdings LimitedUK-England & Walesntl Holdings (Broadland) LimitedUK-England & Walesntl Holdings (Leeds) LimitedUK-England & Walesntl Holdings (Norwich) LimitedUK-England & Walesntl Internet Services LimitedUK-England & Walesntl KirkleesUK-England & Walesntl Kirklees Holdings LimitedUK-England & Walesntl Manchester Cablevision Holding CompanyUK-England & Walesntl Microclock Services LimitedUK-England & Walesntl Midlands Leasing LimitedUK-England & Walesntl Midlands LimitedUK-England & Walesntl National Networks LimitedUK-England & Walesntl Partcheer Company LimitedUK-England & Walesntl Pension Trustees LimitedUK-England & Wales9NameCountryntl Rectangle LimitedUK-England & Walesntl Sideoffer LimitedUK-England & Walesntl Solent Telephone and Cable TV Company LimitedUK-England & Walesntl South Central LimitedUK-England & Walesntl South Wales LimitedUK-England & Walesntl Streetunique Projects LimitedUK-England & Walesntl Streetunit Projects LimitedUK-England & Walesntl Streetusual Services LimitedUK-England & Walesntl Streetvision Services LimitedUK-England & Walesntl Streetvital Services LimitedUK-England & Walesntl Streetwarm Services LimitedUK-England & Walesntl Streetwide Services LimitedUK-England & Walesntl Strikeagent Trading LimitedUK-England & Walesntl Strikeamount Trading LimitedUK-England & Walesntl Strikeapart Trading LimitedUK-England & Walesntl Telecom Services LimitedUK-England & Walesntl Trustees LimitedUK-England & Walesntl UK Telephone and Cable TV Holding Company LimitedUK-England & Walesntl Victoria II LimitedUK-England & Walesntl Victoria LimitedUK-England & Walesntl Winston Holdings LimitedUK-England & Walesntl Wirral Telephone and Cable TV CompanyUK-England & Walesntl Wirral Telephone and Cable TV Company Leasing LimitedUK-England & WalesOmne Telecommunications LimitedUK-England & WalesSable Holding LimitedUK-England & WalesScreenshop LimitedUK-England & WalesSheffield Cable Communications LimitedUK-England & WalesSmallworld Cable LimitedUK-England & WalesSmashedatom LimitedUK-England & WalesSouthwestern Bell International Holdings LimitedUK-England & WalesTelewest Communications (Central Lancashire) LimitedUK-England & WalesTelewest Communications (Cotswolds) LimitedUK-England & WalesTelewest Communications (Cotswolds) VentureUK-England & WalesTelewest Communications (Fylde & Wyre) LimitedUK-England & WalesTelewest Communications (Liverpool) LimitedUK-England & WalesTelewest Communications (London South) Joint VentureUK-England & WalesTelewest Communications (London South) LimitedUK-England & WalesTelewest Communications (Midlands and North West) Leasing LimitedUK-England & WalesTelewest Communications (Midlands and North West) LimitedUK-England & WalesTelewest Communications (Midlands) LimitedUK-England & WalesTelewest Communications (North East) LimitedUK-England & WalesTelewest Communications (North East) PartnershipUK-England & WalesTelewest Communications (North West) LimitedUK-England & WalesTelewest Communications (South East) LimitedUK-England & WalesTelewest Communications (South East) PartnershipUK-England & WalesTelewest Communications (South Thames Estuary) LimitedUK-England & Wales10NameCountryTelewest Communications (South West) LimitedUK-England & WalesTelewest Communications (Southport) LimitedUK-England & WalesTelewest Communications (St Helens & Knowsley) LimitedUK-England & WalesTelewest Communications (Telford) LimitedUK-England & WalesTelewest Communications (Tyneside) LimitedUK-England & WalesTelewest Communications (Wigan) LimitedUK-England & WalesTelewest Communications Cable LimitedUK-England & WalesTelewest Communications Holdco LimitedUK-England & WalesTelewest Communications Holdings LimitedUK-England & WalesTelewest Communications Networks LimitedUK-England & WalesTelewest LimitedUK-England & WalesTelewest Parliamentary Holdings LimitedUK-England & WalesTelewest Workwise LimitedUK-England & WalesThe Cable Corporation LimitedUK-England & WalesThe Eastern Telegraph Company LimitedUK-England & WalesThe Western Telegraph Company LimitedUK-England & WalesThe Yorkshire Cable Group LimitedUK-England & WalesTheseus No. 1 LimitedUK-England & WalesTheseus No.2 LimitedUK-England & WalesTVS Television LimitedUK-England & WalesTyneside Cable Limited PartnershipUK-England & WalesUPC Broadband UK LimitedUK-England & WalesVirgin Media Business LimitedUK-England & WalesVirgin Media Communications LimitedUK-England & WalesVirgin Media Communications Networks LimitedUK-England & WalesVirgin Media Employee Medical Trust LimitedUK-England & WalesVirgin Media Finance plcUK-England & WalesVirgin Media Finco LimitedUK-England & WalesVirgin Media Investment Holdings LimitedUK-England & WalesVirgin Media Investments LimitedUK-England & WalesVirgin Media LimitedUK-England & WalesVirgin Media Mobile Finance LimitedUK-England & WalesVirgin Media Payments LimitedUK-England & WalesVirgin Media Properties LimitedUK-England & WalesVirgin Media Secretaries LimitedUK-England & WalesVirgin Media Secured Finance plcUK-England & WalesVirgin Media Senior Investments LimitedUK-England & WalesVirgin Media SFA Finance LimitedUK-England & WalesVirgin Media Transfers (No 3) LimitedUK-England & WalesVirgin Media Wholesale LimitedUK-England & WalesVirgin Mobile Group (UK) LimitedUK-England & WalesVirgin Mobile Holdings (UK) LimitedUK-England & WalesVirgin Mobile Telecoms LimitedUK-England & WalesVirgin Net LimitedUK-England & WalesVM Sundial LimitedUK-England & WalesVM Transfers (No 4) LimitedUK-England & Wales11NameCountryVM Transfers (No 5) LimitedUK-England & WalesVMFH LimitedUK-England & WalesVMIH Sub LimitedUK-England & WalesVMWH LimitedUK-England & WalesW Television Leasing LimitedUK-England & WalesWakefield Cable Communications LimitedUK-England & WalesWindsor Television LimitedUK-England & WalesX-TANT LimitedUK-England & WalesYorkshire Cable Communications LimitedUK-England & WalesYorkshire Cable Finance LimitedUK-England & WalesCableTel Northern Ireland LimitedUK-Northern IrelandCableTel Scotland LimitedUK-ScotlandCapital City Cablevision LimitedUK-Scotlandntl Glasgow Holdings LimitedUK-ScotlandPerth Cable Television LimitedUK-ScotlandTelewest Communications (Cumbernauld) LimitedUK-ScotlandTelewest Communications (Dumbarton) LimitedUK-ScotlandTelewest Communications (Dundee & Perth) LimitedUK-ScotlandTelewest Communications (Falkirk) LimitedUK-ScotlandTelewest Communications (Glenrothes) LimitedUK-ScotlandTelewest Communications (Motherwell) LimitedUK-ScotlandTelewest Communications (Scotland Holdings) LimitedUK-ScotlandTelewest Communications (Scotland) LimitedUK-ScotlandTelewest Communications (Scotland) VentureUK-ScotlandAvon Cable Limited PartnershipUSA-ColoradoCotswolds Cable Limited PartnershipUSA-ColoradoEdinburgh Cable Limited PartnershipUSA-ColoradoEstuaries Cable Limited PartnershipUSA-ColoradoLGI International Holdings, Inc.USA-ColoradoLGI Technology Holdings Inc.USA-ColoradoLiberty Global Management, LLCUSA-ColoradoLiberty Global Services, LLCUSA-ColoradoLiberty Home Shop International, Inc.USA-ColoradoLondon South Cable PartnershipUSA-ColoradoLynx Finance 1 LLCUSA-ColoradoTCI US West Cable Communications GroupUSA-ColoradoUIM Aircraft, LLCUSA-ColoradoUnited Cable (London South) Limited PartnershipUSA-ColoradoUnited Chile, LLCUSA-ColoradoVirgin Media Finance Holdings Inc.USA-ColoradoVirgin Media Group LLCUSA-ColoradoVirgin Media Inc.USA-ColoradoAssociated SMR, Inc.USA-DelawareCable & Wireless Delaware 1, Inc.USA-DelawareChartwell Investors, LPUSA-DelawareCoral-US Co-Borrower LLCUSA-Delaware12NameCountryLCPR Ventures LLCUSA-DelawareLeo Cable LLCUSA-DelawareLeo Cable LPUSA-DelawareLGI International, Inc.USA-DelawareLGI Ventures Management, Inc.USA-DelawareLiberty Global Europe LLCUSA-DelawareLiberty Global Japan, LLCUSA-DelawareLiberty Global, Inc.USA-DelawareLiberty Japan MC, LLCUSA-DelawareLiberty Japan V, Inc.USA-DelawareLiberty Media International Holdings, LLCUSA-DelawareLiberty Programming Japan, LLCUSA-DelawareLiberty Spectrum Inc.USA-DelawareLiLAC Communications Inc.USA-DelawareNorth CableComms Holdings LLCUSA-DelawareNorth CableComms LLCUSA-DelawareNorth CableComms Management LLCUSA-DelawareNTL (Triangle) LLCUSA-DelawareNTL Bromley LLCUSA-DelawareNTL CableComms Group LLCUSA-DelawareNTL Chartwell Holdings 2 LLCUSA-DelawareNTL Chartwell Holdings LLCUSA-DelawareNTL North CableComms Holdings LLCUSA-DelawareNTL North CableComms Management LLCUSA-DelawareNTL Solent LLCUSA-DelawareNTL South CableComms Holdings, Inc.USA-DelawareNTL South CableComms Management LLCUSA-DelawareNTL Surrey LLCUSA-DelawareNTL Sussex LLCUSA-DelawareNTL UK CableComms Holdings LLCUSA-DelawareNTL Wessex LLCUSA-DelawareNTL Winston Holdings LLCUSA-DelawareNTL Wirral LLCUSA-DelawarePetrel Communications CorporationUSA-DelawareSkyOnline Maya-1, LLCUSA-DelawareSouth CableComms Holdings LLCUSA-DelawareSouth CableComms LLCUSA-DelawareSouth CableComms Management LLCUSA-DelawareTelenet Financing USD LLCUSA-DelawareTelewest Global Finance LLCUSA-DelawareUnitedGlobalCom LLCUSA-DelawareUPC Financing PartnershipUSA-DelawareVirgin Media Bristol LLCUSA-DelawareWinston Investors LLCUSA-DelawareColumbus Networks USA (2015), Inc.USA-Delaware; USA-FloridaCable & Wireless Communications Inc.USA-Florida13NameCountryColumbus Networks Venezuela S.A.VenezuelaCable and Wireless (BVI) LimitedVirgin Islands, BritishCable and Wireless (EWC) LimitedVirgin Islands, British14Exhibit 23.1Consent of Independent Registered Public Accounting FirmThe Board of Directors Liberty Global plc:We consent to the incorporation by reference in the registration statements (Nos. 333-189220, 333-189222, 333-189223, 333-189224, 333-194578, 333-194581, 333-205542, and 333-205543) on Form S-8 and the registration statement (No. 333-189390) on Form S-3, in each case, of Liberty Global plc of ourreports dated February 15, 2017, with respect to the consolidated balance sheets of Liberty Global plc and subsidiaries as of December 31, 2016 and 2015,and the related consolidated statements of operations, comprehensive earnings (loss), equity, and cash flows for each of the years in the three-year periodended December 31, 2016, and the related financial statement schedules I and II, and the effectiveness of internal control over financial reporting as ofDecember 31, 2016, which reports appear in the December 31, 2016 annual report on Form 10-K of Liberty Global plc.Our report on the effectiveness of internal control over financial reporting as of December 31, 2016 contains an explanatory paragraph that states that theaggregate amount of total assets and revenue of Cable & Wireless Communications Limited and Telenet Group BVBA that are excluded from management’sassessment of the effectiveness of internal control over financial reporting as of and for the year ended December 31, 2016 are $10,934.7 million and$1,443.6 million, respectively for Cable & Wireless Communications Limited and $1,547.3 million and $597.1 million, respectively for Telenet GroupBVBA. Our audit of internal control over financial reporting also excluded an evaluation of the internal control over financial reporting of Cable & WirelessCommunications Limited and Telenet Group BVBA. /s/ KPMG LLPDenver, ColoradoFebruary 15, 2017Exhibit 31.1CERTIFICATIONI, Michael T. Fries, certify that:1.I have reviewed this annual report on Form 10-K of Liberty Global plc;2.Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to makethe statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by thisannual report;3.Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all materialrespects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;4.The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined inExchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have:a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision,to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others withinthose entities, particularly during the period in which this annual report is being prepared;b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under oursupervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements forexternal purposes in accordance with generally accepted accounting principles;c)Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this annual report our conclusions aboutthe effectiveness of the disclosure controls and procedures as of the end of the period covered by this annual report based on suchevaluation; andd)Disclosed in this annual report any change in the registrant's internal control over financial reporting that occurred during the registrant'smost recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonablylikely to materially affect, the registrant's internal control over financial reporting; and5.The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to theregistrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent function):a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which arereasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; andb)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internalcontrol over financial reporting.Date: February 15, 2017 /s/ Michael T. Fries Michael T. Fries President and Chief Executive Officer Exhibit 31.2CERTIFICATIONI, Charles H.R. Bracken, certify that:1.I have reviewed this annual report on Form 10-K of Liberty Global plc;2.Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to makethe statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by thisannual report;3.Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all materialrespects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;4.The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined inExchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have:a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision,to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others withinthose entities, particularly during the period in which this annual report is being prepared;b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under oursupervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements forexternal purposes in accordance with generally accepted accounting principles;c)Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this annual report our conclusions aboutthe effectiveness of the disclosure controls and procedures as of the end of the period covered by this annual report based on suchevaluation; andd)Disclosed in this annual report any change in the registrant's internal control over financial reporting that occurred during the registrant'smost recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonablylikely to materially affect, the registrant's internal control over financial reporting; and5.The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to theregistrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent function):a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which arereasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; andb)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internalcontrol over financial reporting.Date: February 15, 2017/s/ Charles H.R. Bracken Charles H.R. Bracken Executive Vice President and Chief Financial Officer  Exhibit 32CertificationPursuant to Section 906 of the Sarbanes-Oxley Act of 2002(Subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code)Pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code), each ofthe undersigned officers of Liberty Global plc (the "Company"), does hereby certify, to such officer's knowledge, that:The Annual Report on Form 10-K for the year ended December 31, 2016 (the "Form 10-K") of the Company fully complies with the requirements ofsection 13(a) or 15(d) of the Securities Exchange Act of 1934 and information contained in the Form 10-K fairly presents, in all material respects, thefinancial condition and results of operations of the Company as of December 31, 2016 and December 31, 2015, and for the years ended December 31, 2016,2015 and 2014.Dated:February 15, 2017 /s/ Michael T. Fries Michael T. Fries President and Chief Executive Officer Dated:February 15, 2017 /s/ Charles H.R. Bracken Charles H.R. Bracken Executive Vice President and Chief Financial OfficerThe foregoing certification is being furnished solely pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350,chapter 63 of title 18, United States Code) and is not being filed as part of the Form 10-K or as a separate disclosure document.Exhibit 99.1ATTRIBUTED FINANCIAL INFORMATIONUnless otherwise defined herein, the capitalized terms used herein are defined in our consolidated financial statements, which are included in Part II ofour 2016 Annual Report on Form 10-K (our 2016 Annual Report). The financial information presented herein should be read in conjunction with thefinancial information and related discussion and analysis included in our 2016 Annual Report. In the following text, 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.The following tables present our assets, liabilities, revenue, expenses and cash flows that are intended to track and reflect the separate economicperformance of the businesses and assets attributed to (i) the Liberty Global Group and (ii) the LiLAC Group. For additional information regarding ourtracking shares, see note 1 to our consolidated financial statements included in our 2016 Annual Report.The attributed financial information presented herein has been prepared assuming this attribution had been completed as of January 1, 2014. However,this attribution of historical financial information does not necessarily represent the actual results and balances that would have occurred if such attributionhad actually been in place during the periods presented.F-1LIBERTY GLOBAL PLCATTRIBUTED BALANCE SHEET INFORMATIONDecember 31, 2016(unaudited) Attributed to: Liberty GlobalGroup LiLAC Group Inter-groupeliminations ConsolidatedLiberty Global in millionsASSETS Current assets: Cash and cash equivalents$1,076.6 $552.6 $— $1,629.2Receivable from the Dutch JV2,346.6 — — 2,346.6Trade receivables, net1,374.9 531.6 — 1,906.5Derivative instruments405.5 7.2 — 412.7Prepaid expenses122.8 86.6 — 209.4Other current assets237.6 335.7 (25.9) 547.4Total current assets5,564.0 1,513.7 (25.9) 7,051.8Investments6,388.7 95.0 — 6,483.7Property and equipment, net17,249.3 3,860.9 — 21,110.2Goodwill17,063.7 6,302.6 — 23,366.3Intangible assets subject to amortization, net2,423.2 1,234.5 — 3,657.7Other assets, net (notes 2 and 4)5,829.0 1,185.4 — 7,014.4Total assets$54,517.9 $14,192.1 $(25.9) $68,684.1F-2LIBERTY GLOBAL PLCATTRIBUTED BALANCE SHEET INFORMATION — (Continued)December 31, 2016(unaudited) Attributed to: Liberty GlobalGroup LiLAC Group Inter-groupeliminations ConsolidatedLiberty Global in millionsLIABILITIES AND EQUITY Current liabilities: Accounts payable$954.5 $219.4 $(5.7) $1,168.2Deferred revenue and advance payments from subscribers and others1,059.0 181.1 — 1,240.1Current portion of debt and capital lease obligations2,624.3 150.8 — 2,775.1Accrued capital expenditures677.8 87.6 — 765.4Accrued interest555.8 115.6 — 671.4Accrued income taxes431.8 26.1 — 457.9Other accrued and current liabilities2,094.1 570.8 (20.2) 2,644.7Total current liabilities8,397.3 1,351.4 (25.9) 9,722.8Long-term debt and capital lease obligations (note 4)34,886.5 5,897.1 — 40,783.6Other long-term liabilities (note 2)2,235.5 1,210.2 — 3,445.7Total liabilities45,519.3 8,458.7 (25.9) 53,952.1Equity attributable to Liberty Global shareholders9,508.7 4,252.6 — 13,761.3Noncontrolling interests(510.1) 1,480.8 — 970.7Total equity8,998.6 5,733.4 — 14,732.0Total liabilities and equity$54,517.9 $14,192.1 $(25.9) $68,684.1F-3LIBERTY GLOBAL PLCATTRIBUTED BALANCE SHEET INFORMATIONDecember 31, 2015(unaudited) Attributed to: Liberty GlobalGroup LiLAC Group Inter-groupeliminations ConsolidatedLiberty Global in millionsASSETS Current assets: Cash and cash equivalents$707.6 $274.5 $— $982.1Trade receivables, net1,376.2 91.5 — 1,467.7Derivative instruments405.9 16.0 — 421.9Prepaid expenses132.0 12.2 — 144.2Other current assets305.7 44.8 (9.0) 341.5Total current assets2,927.4 439.0 (9.0) 3,357.4Investments2,839.6 — — 2,839.6Property and equipment, net20,840.5 843.5 — 21,684.0Goodwill26,244.8 775.6 — 27,020.4Intangible assets subject to amortization, net6,975.1 117.4 — 7,092.5Other assets, net (notes 2 and 4)4,504.1 1,062.6 (1.6) 5,565.1Total assets$64,331.5 $3,238.1 $(10.6) $67,559.0F-4LIBERTY GLOBAL PLCATTRIBUTED BALANCE SHEET INFORMATION — (Continued)December 31, 2015(unaudited) Attributed to: Liberty GlobalGroup LiLAC Group Inter-groupeliminations ConsolidatedLiberty Global in millionsLIABILITIES AND EQUITY Current liabilities: Accounts payable$995.9 $54.2 $— $1,050.1Deferred revenue and advance payments from subscribers and others1,347.7 45.8 — 1,393.5Current portion of debt and capital lease obligations2,537.1 0.8 — 2,537.9Accrued capital expenditures418.5 23.3 — 441.8Accrued interest776.5 56.3 — 832.8Accrued income taxes445.6 37.9 — 483.5Other accrued and current liabilities2,246.0 181.3 (9.0) 2,418.3Total current liabilities8,767.3 399.6 (9.0) 9,157.9Long-term debt and capital lease obligations (note 4)41,907.7 2,304.6 (1.1) 44,211.2Other long-term liabilities (note 2)3,751.9 264.2 (0.5) 4,015.6Total liabilities54,426.9 2,968.4 (10.6) 57,384.7Equity attributable to Liberty Global shareholders10,446.0 206.4 — 10,652.4Noncontrolling interests(541.4) 63.3 — (478.1)Total equity9,904.6 269.7 — 10,174.3Total liabilities and equity$64,331.5 $3,238.1 $(10.6) $67,559.0F-5LIBERTY GLOBAL PLCATTRIBUTED STATEMENT OF OPERATIONS AND COMPREHENSIVE EARNINGS (LOSS) INFORMATIONYear ended December 31, 2016(unaudited) Attributed to: LibertyGlobal Group LiLACGroup Inter-groupeliminations ConsolidatedLiberty Global in millions Revenue$17,285.0 $2,723.8 $— $20,008.8Operating costs and expenses (exclusive of depreciation and amortization, shownseparately below) (note 3): Programming and other direct costs of services3,929.0 677.2 — 4,606.2Other operating2,446.1 438.7 — 2,884.8SG&A3,027.7 539.2 — 3,566.9Inter-group fees and allocations(8.5) 8.5 — —Depreciation and amortization5,213.8 587.3 — 5,801.1Impairment, restructuring and other operating items, net194.7 153.8 — 348.5 14,802.8 2,404.7 — 17,207.5Operating income2,482.2 319.1 — 2,801.3Non-operating income (expense): Interest expense (note 4)(2,324.4) (314.4) 0.4 (2,638.4)Realized and unrealized gains (losses) on derivative instruments, net1,071.0 (225.9) — 845.1Foreign currency transaction gains (losses), net(400.1) 110.1 — (290.0)Realized and unrealized losses due to changes in fair values of certaininvestments and debt, net(461.5) — — (461.5)Gains (losses) on debt modification and extinguishment, net(238.1) 0.9 — (237.2)Gain on Dutch JV Transaction520.8 — — 520.8Other income (expense), net (note 4)(2.4) 12.1 (0.4) 9.3 (1,834.7) (417.2) — (2,251.9)Earnings (loss) before income taxes647.5 (98.1) — 549.4Income tax benefit (expense) (note 2)1,347.0 (129.1) — 1,217.9Net earnings (loss)1,994.5 (227.2) — 1,767.3Net earnings attributable to noncontrolling interests(33.7) (28.3) — (62.0)Allocation of inter-group loss (note 4)(19.7) 19.7 — —Net earnings (loss) attributable to Liberty Global shareholders$1,941.1 $(235.8) $— $1,705.3 Net earnings (loss)$1,994.5 $(227.2) $— $1,767.3Other comprehensive earnings (loss), net of taxes: Foreign currency translation adjustments(1,908.8) (58.1) — (1,966.9)Reclassification adjustments included in net earnings (loss)714.6 1.1 — 715.7Pension-related adjustments and other(6.0) (14.2) — (20.2)Other comprehensive loss(1,200.2) (71.2) — (1,271.4)Comprehensive earnings (loss)794.3 (298.4) — 495.9Comprehensive earnings attributable to noncontrolling interests(29.7) (29.2) — (58.9)Allocation of inter-group loss (note 4)(19.7) 19.7 — —Comprehensive earnings (loss) attributable to Liberty Global shareholders$744.9 $(307.9) $— $437.0F-6LIBERTY GLOBAL PLCATTRIBUTED STATEMENT OF OPERATIONS AND COMPREHENSIVE EARNINGS (LOSS) INFORMATIONYear ended December 31, 2015(unaudited) Attributed to: Liberty GlobalGroup LiLAC Group Inter-groupeliminations ConsolidatedLiberty Global in millions Revenue$17,062.7 $1,217.3 $— $18,280.0Operating costs and expenses (exclusive of depreciation and amortization,shown separately below) (note 3): Programming and other direct costs of services3,766.3 337.7 — 4,104.0Other operating2,470.7 184.5 — 2,655.2SG&A2,965.2 206.5 — 3,171.7Inter-group fees and allocations(4.3) 4.3 — —Depreciation and amortization5,609.4 216.4 — 5,825.8Impairment, restructuring and other operating items, net154.3 19.8 — 174.1 14,961.6 969.2 — 15,930.8Operating income2,101.1 248.1 — 2,349.2Non-operating income (expense): Interest expense (note 4)(2,284.1) (157.9) 0.6 (2,441.4)Realized and unrealized gains on derivative instruments, net619.9 227.3 — 847.2Foreign currency transaction losses, net(925.8) (223.4) — (1,149.2)Realized and unrealized gains due to changes in fair values of certaininvestments, net124.5 — — 124.5Losses on debt modification and extinguishment, net(388.0) — — (388.0)Other expense, net (note 4)(24.5) (1.8) (0.6) (26.9) (2,878.0) (155.8) — (3,033.8)Earnings (loss) before income taxes(776.9) 92.3 — (684.6)Income tax expense (note 2)(324.3) (40.6) — (364.9)Net earnings (loss)(1,101.2) 51.7 — (1,049.5)Net earnings attributable to noncontrolling interests(95.2) (7.8) — (103.0)Net earnings (loss) attributable to Liberty Global shareholders$(1,196.4) $43.9 $— $(1,152.5) Net earnings (loss)$(1,101.2) $51.7 $— $(1,049.5)Other comprehensive earnings (loss), net of taxes: Foreign currency translation adjustments(762.4) 29.5 — (732.9)Reclassification adjustments included in net earnings (loss)1.5 — — 1.5Pension-related adjustments and other(20.3) 1.5 — (18.8)Other comprehensive earnings (loss)(781.2) 31.0 — (750.2)Comprehensive earnings (loss)(1,882.4) 82.7 — (1,799.7)Comprehensive earnings attributable to noncontrolling interests(95.7) (7.8) — (103.5)Comprehensive earnings (loss) attributable to Liberty Global shareholders$(1,978.1) $74.9 $— $(1,903.2)F-7LIBERTY GLOBAL PLCATTRIBUTED STATEMENT OF OPERATIONS AND COMPREHENSIVE EARNINGS (LOSS) INFORMATIONYear ended December 31, 2014(unaudited) Attributed to: Liberty GlobalGroup LiLAC Group Inter-groupeliminations ConsolidatedLiberty Global in millions Revenue$17,043.7 $1,204.6 $— $18,248.3Operating costs and expenses (exclusive of depreciation and amortization,shown separately below) (note 3): Programming and other direct costs of services3,718.8 324.3 — 4,043.1Other operating2,584.7 191.1 — 2,775.8SG&A2,940.3 224.0 — 3,164.3Depreciation and amortization5,283.4 216.7 — 5,500.1Impairment, restructuring and other operating items, net516.7 20.1 — 536.8 15,043.9 976.2 — 16,020.1Operating income1,999.8 228.4 — 2,228.2Non-operating income (expense): Interest expense (note 4)(2,405.1) (140.4) 0.8 (2,544.7)Realized and unrealized gains on derivative instruments, net45.1 43.7 — 88.8Foreign currency transaction losses, net(738.6) (97.9) — (836.5)Realized and unrealized gains due to changes in fair values of certaininvestments, net205.2 — — 205.2Losses on debt modification and extinguishment, net(174.4) (11.8) — (186.2)Other income (expense), net (note 4)(12.0) 2.1 (0.8) (10.7) (3,079.8) (204.3) — (3,284.1)Earnings (loss) from continuing operations before income taxes(1,080.0) 24.1 — (1,055.9)Income tax benefit (expense) (note 2)89.4 (14.4) — 75.0Earnings (loss) from continuing operations(990.6) 9.7 — (980.9)Discontinued operation: Earnings from discontinued operation, net of taxes0.8 — — 0.8Gain on disposal of discontinued operation, net of taxes332.7 — — 332.7 333.5——333.5Net earnings (loss)(657.1) 9.7 — (647.4)Net loss (earnings) attributable to noncontrolling interests(49.9) 2.3 — (47.6)Net earnings (loss) attributable to Liberty Global shareholders$(707.0) $12.0 $— $(695.0) Net earnings (loss)$(657.1) $9.7 $— $(647.4)Other comprehensive earnings (loss), net of taxes: Foreign currency translation adjustments(869.9) (66.0) — (935.9)Reclassification adjustments included in net earnings (loss)124.4 — — 124.4Pension-related adjustments and other(71.2) — — (71.2)Other comprehensive loss(816.7) (66.0) — (882.7)Comprehensive loss(1,473.8) (56.3) — (1,530.1)Comprehensive loss (earnings) attributable to noncontrolling interests(49.4) 2.3 — (47.1)Comprehensive loss attributable to Liberty Global shareholders$(1,523.2) $(54.0) $— $(1,577.2)F-8LIBERTY GLOBAL PLCATTRIBUTED STATEMENT OF CASH FLOWS INFORMATIONYear ended December 31, 2016(unaudited) Attributed to: Liberty GlobalGroup LiLACGroup Inter-groupeliminations ConsolidatedLiberty Global in millionsCash flows from operating activities: Net earnings (loss)$1,994.5 $(227.2) $— $1,767.3Adjustments to reconcile net earnings (loss) to net cash provided by operatingactivities: Share-based compensation expense281.5 15.4 — 296.9Inter-group fees and allocations(8.5) 8.5 — —Depreciation and amortization5,213.8 587.3 — 5,801.1Impairment, restructuring and other operating items, net194.7 153.8 — 348.5Amortization of deferred financing costs and non-cash interest76.2 (8.3) — 67.9Realized and unrealized losses (gains) on derivative instruments, net(1,071.0) 225.9 — (845.1)Foreign currency transaction losses (gains), net400.1 (110.1) — 290.0Realized and unrealized losses due to changes in fair values of certaininvestments and debt, including impact of dividends477.0 — — 477.0Losses (gains) on debt modification and extinguishment, net238.1 (0.9) — 237.2Gain on Dutch JV Transaction(520.8) — — (520.8)Deferred income tax benefit(1,465.0) (55.0) — (1,520.0)Excess tax benefits from share-based compensation(4.4) — — (4.4)Changes in operating assets and liabilities, net of the effects ofacquisitions and dispositions: Receivables and other operating assets530.7 (83.7) 10.9 457.9Payables and accruals(869.6) (37.5) (10.9) (918.0)Net cash provided by operating activities5,467.3 468.2 — 5,935.5 Cash flows from investing activities: Capital expenditures(2,153.9) (490.4) — (2,644.3)Cash received (paid) in connection with acquisitions, net(1,401.5) 17.0 — (1,384.5)Sale of investments147.3 — — 147.3Investments in and loans to affiliates and others(140.2) (0.7) — (140.9)Inter-group receipts, net2.1 0.3 (2.4) —Other investing activities, net71.0 32.7 1.0 104.7Net cash used by investing activities$(3,475.2) $(441.1) $(1.4) $(3,917.7)F-9LIBERTY GLOBAL PLCATTRIBUTED STATEMENT OF CASH FLOWS INFORMATION — (Continued)Year ended December 31, 2016(unaudited) Attributed to: Liberty GlobalGroup LiLAC Group Inter-groupeliminations ConsolidatedLiberty Global in millionsCash flows from financing activities: Borrowings of debt$12,160.2 $1,520.6 $— $13,680.8Repayments and repurchases of debt and capital lease obligations(11,387.9) (1,156.5) — (12,544.4)Repurchase of Liberty Global ordinary shares(1,948.3) (20.0) — (1,968.3)Payment of financing costs and debt premiums(222.4) (31.5) — (253.9)Net cash paid related to derivative instruments(251.5) — — (251.5)Change in cash collateral117.6 (11.3) — 106.3Distributions by subsidiaries to noncontrolling interest owners(13.2) (61.9) — (75.1)Inter-group payments, net(0.3) (2.1) 2.4 —Other financing activities, net(88.6) 10.0 (1.0) (79.6)Net cash provided (used) by financing activities(1,634.4) 247.3 1.4 (1,385.7) Effect of exchange rate changes on cash11.3 3.7 — 15.0 Net increase in cash and cash equivalents369.0 278.1 — 647.1Cash and cash equivalents: Beginning of year707.6 274.5 — 982.1End of year$1,076.6 $552.6 $— $1,629.2 Cash paid for interest$2,303.4 $304.6 $— $2,608.0Net cash paid for taxes$309.7 $131.0 $— $440.7F-10LIBERTY GLOBAL PLCATTRIBUTED STATEMENT OF CASH FLOWS INFORMATIONYear ended December 31, 2015(unaudited) Attributed to: Liberty GlobalGroup LiLAC Group Inter-groupeliminations ConsolidatedLiberty Global in millionsCash flows from operating activities: Net earnings (loss)$(1,101.2) $51.7 $— $(1,049.5)Adjustments to reconcile net earnings (loss) to net cash provided by operatingactivities: Share-based compensation expense315.8 2.4 — 318.2Inter-group fees and allocations(4.3) 4.3 — —Depreciation and amortization5,609.4 216.4 — 5,825.8Impairment, restructuring and other operating items, net154.3 19.8 — 174.1Amortization of deferred financing costs and non-cash interest76.5 4.3 — 80.8Realized and unrealized gains on derivative instruments, net(619.9) (227.3) — (847.2)Foreign currency transaction losses, net925.8 223.4 — 1,149.2Realized and unrealized gains due to changes in fair values of certaininvestments, including impact of dividends(121.4) — — (121.4)Losses on debt modification and extinguishment, net388.0 — — 388.0Deferred income tax benefit(31.5) (18.6) — (50.1)Excess tax benefits from share-based compensation(23.0) (3.7) — (26.7)Changes in operating assets and liabilities, net of the effects ofacquisitions and dispositions: Receivables and other operating assets532.7 46.6 (12.8) 566.5Payables and accruals(701.9) (12.8) 12.8 (701.9)Net cash provided by operating activities5,399.3 306.5 — 5,705.8 Cash flows from investing activities: Capital expenditures(2,272.3) (227.2) — (2,499.5)Cash paid in connection with acquisitions, net of cash acquired(113.3) (272.5) — (385.8)Investments in and loans to affiliates and others(998.6) (1.0) — (999.6)Inter-group receipts (payments), net(98.8) 8.6 90.2 —Other investing activities, net54.0 1.5 — 55.5Net cash used by investing activities$(3,429.0) $(490.6) $90.2 $(3,829.4)F-11LIBERTY GLOBAL PLCATTRIBUTED STATEMENT OF CASH FLOWS INFORMATION — (Continued)Year ended December 31, 2015(unaudited) Attributed to: Liberty GlobalGroup LiLACGroup Inter-groupeliminations ConsolidatedLiberty Global in millionsCash flows from financing activities: Borrowings of debt$14,969.3 $261.1 $— $15,230.4Repayments and repurchases of debt and capital lease obligations(13,880.6) (0.8) — (13,881.4)Repurchase of Liberty Global ordinary shares(2,320.5) — — (2,320.5)Payment of financing costs and debt premiums(418.1) (5.2) — (423.3)Net cash paid related to derivative instruments(301.2) — — (301.2)Change in cash collateral(56.1) — — (56.1)Purchase of additional shares of subsidiaries(142.4) — — (142.4)Distributions by subsidiaries to noncontrolling interest owners(11.3) — — (11.3)Inter-group receipts (payments), net(8.5) 98.7 (90.2) —Other financing activities, net(141.9) 9.9 — (132.0)Net cash provided (used) by financing activities(2,311.3) 363.7 (90.2) (2,037.8) Effect of exchange rate changes on cash(2.8) (12.2) — (15.0) Net increase (decrease) in cash and cash equivalents(343.8) 167.4 — (176.4)Cash and cash equivalents: Beginning of year1,051.4 107.1 — 1,158.5End of year$707.6 $274.5 $— $982.1 Cash paid for interest$2,024.0 $146.4 $— $2,170.4Net cash paid for taxes$213.8 $22.5 $— $236.3F-12LIBERTY GLOBAL PLCATTRIBUTED STATEMENT OF CASH FLOWS INFORMATIONYear ended December 31, 2014(unaudited) Attributed to: Liberty GlobalGroup LiLAC Group Inter-groupeliminations ConsolidatedLiberty Global in millionsCash flows from operating activities: Net earnings (loss)$(657.1) $9.7 $— $(647.4)Earnings from discontinued operation(333.5) — — (333.5)Earnings (loss) from continuing operations(990.6) 9.7 — (980.9)Adjustments to reconcile earnings (loss) from continuing operations to net cashprovided by operating activities: Share-based compensation expense245.6 11.6 — 257.2Depreciation and amortization5,283.4 216.7 — 5,500.1Impairment, restructuring and other operating items, net516.7 20.1 — 536.8Amortization of deferred financing costs and non-cash interest80.9 3.4 — 84.3Realized and unrealized gains on derivative instruments, net(45.1) (43.7) — (88.8)Foreign currency transaction losses, net738.6 97.9 — 836.5Realized and unrealized gains due to changes in fair values of certaininvestments, including impact of dividends(203.7) — — (203.7)Losses on debt modification and extinguishment, net174.4 11.8 — 186.2Deferred income tax expense (benefit)(378.8) 28.2 — (350.6)Excess tax benefits from share-based compensation(6.9) (0.1) — (7.0)Changes in operating assets and liabilities, net of the effects of acquisitionsand dispositions: Receivables and other operating assets907.9 (45.2) (2.2) 860.5Payables and accruals(998.6) (21.4) 2.2 (1,017.8)Net cash used by operating activities of discontinued operation(9.6) — — (9.6)Net cash provided by operating activities5,314.2 289.0 — 5,603.2 Cash flows from investing activities: Capital expenditures(2,461.3) (223.1) — (2,684.4)Cash paid in connection with acquisitions, net of cash acquired(73.3) — — (73.3)Investments in and loans to affiliates and others(1,015.6) (1.0) — (1,016.6)Proceeds received upon disposition of discontinued operation, net of disposalcosts988.5 — — 988.5Inter-group receipts, net441.8 — (441.8) —Other investing activities, net(14.8) (8.1) 9.1 (13.8)Net cash used by investing activities of discontinued operation, includingdeconsolidated cash(3.8) — — (3.8)Net cash used by investing activities$(2,138.5) $(232.2) $(432.7) $(2,803.4)F-13LIBERTY GLOBAL PLCATTRIBUTED STATEMENT OF CASH FLOWS INFORMATION — (Continued)Year ended December 31, 2014(unaudited) Attributed to: Liberty GlobalGroup LiLAC Group Inter-groupeliminations ConsolidatedLiberty Global in millionsCash flows from financing activities: Borrowings of debt$9,527.4 $45.0 $— $9,572.4Repayments and repurchases of debt and capital lease obligations(11,190.5) (125.6) — (11,316.1)Repurchase of Liberty Global ordinary shares(1,584.9) — — (1,584.9)Payment of financing costs and debt premiums(336.1) (43.7) — (379.8)Net cash paid related to derivative instruments(183.6) (37.4) — (221.0)Change in cash collateral(63.1) 4.4 — (58.7)Purchase of additional shares of subsidiaries(260.7) — — (260.7)Distributions by subsidiaries to noncontrolling interest owners(12.1) — — (12.1)Inter-group receipts (payments), net(472.1) 39.4 432.7 —Other financing activities, net0.9 (0.1) — 0.8Net cash used by financing activities of discontinued operation(1.2) — — (1.2)Net cash used by financing activities(4,576.0) (118.0) 432.7 (4,261.3) Effect of exchange rate changes on cash(75.2) (6.7) — (81.9)Net decrease in cash and cash equivalents: Continuing operations(1,460.9) (67.9) — (1,528.8)Discontinued operation(14.6) — — (14.6)Net decrease in cash and cash equivalents(1,475.5) (67.9) — (1,543.4)Cash and cash equivalents: Beginning of year2,526.9 175.0 — 2,701.9End of year$1,051.4 $107.1 $— $1,158.5 Cash paid for interest – continuing operations$2,289.8 $90.1 $(3.2) $2,376.7Net cash paid for taxes: Continuing operations$59.9 $37.4 $— $97.3Discontinued operation2.2 — — 2.2Total$62.1 $37.4 $— $99.5F-14LIBERTY GLOBAL PLCNotes to Attributed Financial InformationDecember 31, 2016, 2015 and 2014(unaudited)(1)Attributed Financial InformationThe terms “LiLAC Group” and “Liberty Global Group” do not represent separate legal entities, rather they represent those businesses, assets andliabilities that have been attributed to each group. The LiLAC Group comprises our businesses, assets and liabilities in Latin America and the Caribbean andhas attributed to it (i) LGE Coral and its subsidiaries, which include CWC, (ii) VTR Finance and its subsidiaries, which include VTR, (iii) Lila Chile Holding,which is the parent entity of VTR Finance, (iv) LiLAC Communications and its subsidiaries, which include Liberty Puerto Rico and (v) prior to July 1, 2015,the LiLAC Corporate Costs. Effective July 1, 2015, LiLAC Corporate Costs were transferred to LiLAC Communications. The Liberty Global Group comprisesour businesses, assets and liabilities not attributed to the LiLAC Group, including Virgin Media, Ziggo Group Holding (through December 31, 2016),Unitymedia, Telenet, UPC Holding, our corporate entities (excluding LiLAC Communications) and certain other less significant entities. Accordingly, theaccompanying attributed financial information for the Liberty Global Group and the LiLAC Group includes the assets, liabilities, revenue, expenses and cashflows of the respective entities within each group. Any business that we may acquire in the future that we do not attribute to the LiLAC Group will beattributed to the Liberty Global Group.Our board of directors is vested with discretion to reattribute businesses, assets and liabilities that are attributed to either the Liberty Global Group or theLiLAC Group to the other group, without the approval of any of our shareholders, and may use the liquidity of one group to fund the liquidity and capitalresource requirements of the other group. Accordingly, shareholders may have difficulty evaluating the future prospects and liquidity and capital resources ofeach group.(2)Income TaxesWe generally have accounted for income taxes for the Liberty Global Group and the LiLAC Group in the accompanying attributed financial informationon a separate return basis, as adjusted to reflect the consolidated view of the tax asset, liability, benefit or expense (tax attribute) of each group. Accordingly,except as otherwise noted below, any tax attribute associated with an entity attributed to the Liberty Global Group has been allocated to the Liberty GlobalGroup and any tax attribute associated with an entity attributed to the LiLAC Group has been allocated to the LiLAC Group.Liberty Global owns consolidated interests in a number of entities that are included in combined or consolidated tax returns, including tax returns in theNetherlands (the Dutch Fiscal Unity), the U.K. (the U.K. Tax Group) and the U.S. (the U.S. Tax Group). Different members of the Liberty Global Group filecombined tax returns for the Dutch Fiscal Unity and U.K. tax returns, where sharing of certain tax attributes is permitted, and consolidated tax returns for theU.S. Tax Group. Certain entities included in the Dutch Fiscal Unity, the U.K. Tax Group and the U.S. Tax Group are attributed to the LiLAC Group. As aresult, we record inter-group tax allocations to recognize changes in the tax attributes of certain members of the LiLAC Group that are included in the DutchFiscal Unity, the U.K. Tax Group or the U.S. Tax Group. Prior to July 1, 2015, the inter-group tax allocations reflected in the attributed financial informationwere not cash settled and were not the subject of tax sharing agreements. Accordingly, inter-group tax allocations prior to July 1, 2015 are reflected in theattributed financial information as adjustments of equity. Following the adoption of the tax sharing policy described below, certain inter-group taxallocations are expected to be cash settled.Effective July 1, 2015 (the date we distributed the LiLAC Shares), the allocation of tax attributes between the Liberty Global Group and the LiLACGroup is based on a tax sharing policy. This tax sharing policy, which may be changed in future periods at the discretion of the board of directors of LibertyGlobal, generally results in the allocation of Liberty Global’s tax attributes to the Liberty Global Group and the LiLAC Group based on the tax attributes ofthe legal entities attributed to each of the groups. Nevertheless, to the extent that Liberty Global management concludes the actions or results of one groupgive rise to changes in the tax attributes of the other group, the change in those tax attributes are generally allocated to the group whose actions or resultsgave rise to such changes. Similarly, in cases where legal entities in one group join in a common tax filing with members of the other group, changes in thetax attributes of the group that includes the filing entity that are the result of the actions or financial results of one or more members of the other group areallocated to the group that does not include the filing entity. In addition, the allocation of any taxes and losses resulting from the ultimate tax treatment ofLiberty Global tax attributes related to the distribution of the LiLAC Shares are allocated in proportion to each group’s respective number of “liquidationunits.” Pursuant to the terms of our articles of association, the liquidation units for each Liberty Global Share and each LiLAC Share are 1 and 0.94893,respectively. For periods beginning on and after July 1, 2015, we will record non-interest bearing inter-group payables and receivables in connection with theallocation of tax attributes to the extent that tax assets are utilized or taxable income is included in the return for the applicable tax year. These inter-grouppayables and receivables are expected to be cash settled annually within 90 days following the filing of the relevant tax return.F-15LIBERTY GLOBAL PLCNotes to Attributed Financial Information — (Continued)December 31, 2016, 2015 and 2014(unaudited)Liberty Global GroupIncome tax benefit (expense) consists of: Liberty Global Group Current Deferred Total in millionsYear ended December 31, 2016: The Netherlands$(0.3) $1,259.6 $1,259.3U.S. (a) (b)146.8 90.2 237.0Belgium(105.0) 57.0 (48.0)Switzerland(48.4) 5.3 (43.1)Germany(77.9) 41.0 (36.9)U.K.(12.3) 1.2 (11.1)Other(20.9) 10.7 (10.2)Total$(118.0) $1,465.0 $1,347.0 Year ended December 31, 2015: U.K.$(0.9) $(209.0) $(209.9)The Netherlands2.5 159.0 161.5Belgium(125.4) 11.1 (114.3)Switzerland(63.2) (14.7) (77.9)Germany(66.7) 24.3 (42.4)U.S. (a) (b)(79.4) 54.1 (25.3)Other(22.7) 6.7 (16.0)Total$(355.8) $31.5 $(324.3) Year ended December 31, 2014: Continuing operations: U.S. (a) (b)$(19.2) $133.7 $114.5U.K(2.1) 113.4 111.3Belgium(138.7) 31.7 (107.0)Switzerland(76.8) 3.1 (73.7)The Netherlands11.1 42.5 53.6Germany(22.6) 37.0 14.4Other(41.1) 17.4 (23.7)Total — continuing operations$(289.4) $378.8 $89.4Discontinued operations$— $(0.1) $(0.1)_______________(a)Includes federal and state income taxes. The Liberty Global Group’s U.S. state income taxes were not material during any of the years presented.(b)The amounts include (i) inter-group current tax expense of the U.S. Tax Group of $12.0 million during 2016 and inter-group current tax expense of theU.S. Tax Group of $2.1 million during the six months ended December 31, 2015 and (ii) inter-group deferred tax expense of the U.S. Tax Group of$1.5 million during the six months ended June 30, 2015 and $6.1 million during 2014. The U.S. Tax Group expenses were recorded as anadjustment of equity through June 30, 2015 and as a current payable at subsequent balance sheet dates.F-16LIBERTY GLOBAL PLCNotes to Attributed Financial Information — (Continued)December 31, 2016, 2015 and 2014(unaudited)Income tax benefit (expense) attributable to the Liberty Global Group’s earnings (loss) from continuing operations before income taxes differs from theamounts computed using the applicable income tax rate as a result of the following factors: Liberty Global Group Year ended December 31, 2016 2015 2014 in millions Computed “expected” tax benefit (expense) (a)$(129.5) $155.4 $226.8Change in valuation allowances828.7 (486.7) (330.2)Recognition of previously unrecognized tax benefits210.9 44.4 28.7Non-deductible or non-taxable foreign currency exchange results194.2 49.2 55.6Tax effect of intercompany financing161.6 154.9 166.9Enacted tax law and rate changes (b)(157.7) (282.0) 2.1International rate differences (c)112.2 148.9 237.9Basis and other differences in the treatment of items associated with investments in subsidiaries andaffiliates93.5 (89.9) (132.0)Tax benefit associated with technology innovation72.6 21.0 —Non-deductible or non-taxable interest and other expenses(43.6) (52.6) (178.4)Other, net4.1 13.1 12.0Total income tax benefit (expense)$1,347.0 $(324.3) $89.4_______________(a)The statutory or “expected” tax rates are the U.K. rates of 20.0% for 2016 and 2015 and 21.0% for 2014.(b)During 2015, the U.K. enacted legislation that will change the corporate income tax rate from the current rate of 20.0% to 19.0% in April 2017 and18.0% in April 2020. Substantially all of the impact of these rate changes on the Liberty Global Group’s deferred tax balances was recorded in thefourth 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 thecorporate income tax rate in April 2020 from 18.0% to 17.0%. Substantially all of the rate impact of this rate change on the Liberty Global Group’sdeferred tax balances was recorded during the third quarter of 2016.(c)Amounts reflect adjustments to the “expected” tax benefit (expense) for statutory rates in jurisdictions in which we operate outside of the U.K.The components of the Liberty Global Group’s deferred tax assets are as follows: Liberty Global Group December 31, 2016 2015 in millions Deferred tax assets (a)$2,826.4 $2,262.5Deferred tax liabilities (a)(669.9) (1,569.6)Net deferred tax asset$2,156.5 $692.9_______________(a)The Liberty Global Group’s deferred tax assets and liabilities are included in other assets, net, and other long-term liabilities, respectively, in ourattributed balance sheet information.F-17LIBERTY GLOBAL PLCNotes to Attributed Financial Information — (Continued)December 31, 2016, 2015 and 2014(unaudited)The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities are presented below: Liberty Global Group December 31, 2016 2015 in millionsDeferred tax assets: Net operating loss and other carryforwards$5,176.6 $5,823.4Property and equipment, net1,960.7 2,550.9Debt1,557.3 1,580.0Share-based compensation118.7 111.1Intangible assets86.1 108.9Derivative instruments55.2 173.1Other future deductible amounts184.4 117.6Deferred tax assets9,139.0 10,465.0Valuation allowance(4,664.5) (6,325.5)Deferred tax assets, net of valuation allowance4,474.5 4,139.5Deferred tax liabilities: Property and equipment, net(902.4) (1,053.4)Intangible assets(664.0) (1,826.5)Deferred revenue(254.8) (7.8)Derivative instruments(175.5) (279.9)Investments(144.7) (149.7)Other future taxable amounts(176.6) (129.3)Deferred tax liabilities(2,318.0) (3,446.6)Net deferred tax asset$2,156.5 $692.9The significant components of the Liberty Global Group’s tax loss carryforwards and related tax assets at December 31, 2016 are as follows: Country Tax losscarryforward Relatedtax asset Expirationdate in millions U.K.: Amount attributable to capital losses$14,941.0 $2,540.0 IndefiniteAmount attributable to net operating losses1,202.7 204.5 IndefiniteThe Netherlands4,042.0 1,010.5 2017-2025Germany1,608.1 259.5 IndefiniteU.S.1,248.8 313.4 2019-2036Luxembourg1,124.1 292.4 IndefiniteBelgium894.2 303.9 IndefiniteIreland601.9 75.2 IndefiniteFrance505.4 146.2 IndefiniteHungary166.8 15.0 2020-2025Other96.1 16.0 VariousTotal$26,431.1 $5,176.6 F-18LIBERTY GLOBAL PLCNotes to Attributed Financial Information — (Continued)December 31, 2016, 2015 and 2014(unaudited)LiLAC GroupIncome tax expense consists of: LiLAC Group Current Deferred Total in millionsYear ended December 31, 2016: Chile$(134.3) $(11.2) $(145.5)Netherlands(0.1) 55.7 55.6U.K.(3.0) 15.8 12.8Barbados(13.9) 5.8 (8.1)Other (a)(32.8) (11.1) (43.9)Total$(184.1) $55.0 $(129.1) Year ended December 31, 2015: Chile$(57.4) $13.5 $(43.9)U.S. (a)(1.8) 4.6 2.8U.K.— 0.5 0.5Total$(59.2) $18.6 $(40.6) Year ended December 31, 2014: U.S. (a)$(3.3) $(4.1) $(7.4)Chile17.1 (24.1) (7.0)Total$13.8 $(28.2) $(14.4)_______________(a)The amounts include (i) inter-group current tax benefit of the U.S. Tax Group of $12.0 million during 2016, (ii) inter-group current tax benefit of theU.S. Tax Group of $2.1 million during the six months ended December 31, 2015 and (iii) inter-group deferred tax benefit of the U.S. Tax Group of $1.5million during the six months ended June 30, 2015 and $6.1 million during 2014. The U.S. Tax Group benefits were recorded as an adjustment ofequity through June 30, 2015 and as a current receivable at subsequent balance sheet dates.F-19LIBERTY GLOBAL PLCNotes to Attributed Financial Information — (Continued)December 31, 2016, 2015 and 2014(unaudited)Income tax expense attributable to the LiLAC Group’s earnings (loss) from continuing operations before income taxes differs from the amountscomputed using the applicable income tax rate as a result of the following: LiLAC Group Year ended December 31, 2016 2015 2014 in millions Computed “expected” tax benefit (expense) (a)$19.6 $(18.5) $(5.1)Non-deductible or non-taxable interest and other expenses(127.5) (5.9) (0.1)Change in valuation allowances60.0 (14.8) (31.0)Basis and other differences in the treatment of items associated with investments in subsidiaries andaffiliates(30.7) (3.7) (3.4)Foreign taxes(19.6) 2.0 1.6International rate differences (b)(17.1) (0.8) 0.9Tax effect of intercompany financing12.1 — —Impact of price level adjustments for tax purposes5.7 0.3 1.5Impact of merger on tax attributes(5.3) — —Enacted tax law and rate changes (c)(4.5) 1.5 21.8Other, net(21.8) (0.7) (0.6)Total income tax expense$(129.1) $(40.6) $(14.4)_______________(a)The statutory or “expected” tax rates are the U.K. rates of 20.0% for 2016 and 2015 and 21.0% for 2014.(b)Amounts reflect adjustments to the “expected” tax benefit (expense) for statutory rates in jurisdictions in which we operate outside of the U.K.(c)During 2015, the U.K. enacted legislation that will change the corporate income tax rate from the current rate of 20.0% to 19.0% in April 2017 and18.0% in April 2020. Substantially all of the impact of these rate changes on the LiLAC Group’s deferred tax balances was recorded in the fourthquarter of 2015 when the change in law was enacted. During the third quarter of 2016, the U.K. enacted legislation that will further reduce thecorporate income tax rate in April 2020 from 18.0% to 17.0%. Substantially all of the rate impact of this rate change on the LiLAC Group’s deferredtax balances was recorded during the third quarter of 2016.The components of the LiLAC Group’s deferred tax liabilities are as follows: LiLAC Group December 31, 2016 2015 in millions Deferred tax assets (a)$198.3 $80.4Deferred tax liabilities (a)(637.9) (216.1)Net deferred tax liability$(439.6) $(135.7)_______________(a)The LiLAC Group’s deferred tax assets and liabilities are included in other assets, net, and other long-term liabilities, respectively, in our attributedbalance sheet information.F-20LIBERTY GLOBAL PLCNotes to Attributed Financial Information — (Continued)December 31, 2016, 2015 and 2014(unaudited)The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities are presented below: LiLAC Group December 31, 2016 2015 in millionsDeferred tax assets: Net operating loss and other carryforwards$1,421.4 $49.8Debt69.0 31.7Property and equipment, net68.2 32.2Pension obligation, net25.4 —Intangible assets13.4 3.5Derivative instruments13.1 —Other future deductible amounts71.1 43.8Deferred tax assets1,681.6 161.0Valuation allowance(1,350.9) (70.1)Deferred tax assets, net of valuation allowance330.7 90.9Deferred tax liabilities: Investments (including consolidated partnerships)(341.2) (224.8)Intangible assets(237.6) —Property and equipment, net(174.5) —Other future taxable amounts(17.0) (1.8)Deferred tax liabilities(770.3) (226.6)Net deferred tax liability$(439.6) $(135.7)The significant components of the LiLAC Group’s tax loss carryforwards and related tax assets at December 31, 2016 are as follows: Country Tax losscarryforward Relatedtax asset Expirationdate in millions U.K.: Amount attributable to capital losses$5,394.9 $917.1 IndefiniteAmount attributable to net operating losses1,360.7 231.3 IndefiniteBarbados817.9 52.4 2017-2023Jamaica449.7 149.9 IndefiniteThe Netherlands66.7 16.7 2021-2025Chile47.6 12.4 IndefiniteOther140.4 41.6 VariousTotal$8,277.9 $1,421.4 F-21LIBERTY GLOBAL PLCNotes to Attributed Financial Information — (Continued)December 31, 2016, 2015 and 2014(unaudited)Chilean Tax Law ChangesIn September 2014, the Chilean President signed into law an extensive tax reform bill, including changes to the corporate tax rate, changes to the thincapitalization rules, taxation of certain Chilean investments abroad and changes to the stamp tax rate, among other relevant changes. The impacts of the taxlaw changes that are currently in effect are reflected in the attributed financial information. Accordingly, the corporate tax rate during 2015 of 22.5%increased to 24% during 2016. Beginning in 2017, there are two income tax regimes: the “attributed system” and the “partially integrated system.” Under the“partially integrated system,” which the LiLAC Group’s Chilean operations are required to use based on legislation that was enacted on February 1, 2016, thecorporate tax rate will be 25.5% in 2017 and 27% in 2018 and future years, and the 35% withholding tax will be paid only upon actual distributions toshareholders. However, under this partially integrated system, only 65% of the corporate tax paid by a Chilean company can be used as a credit against thewithholding tax imposed on non-Chilean resident shareholders, which implies a final tax burden of 44.45%. In the case of shareholders resident in countriesthat have tax treaties in force with Chile, there will be a full credit for the corporate tax paid, which implies a final tax burden of 35% for such shareholders.Currently, there are no tax treaties between Chile and the U.S.(3)Allocated ExpensesPrior to July 1, 2015, we did not allocate any of the costs of the Liberty Global Group’s corporate functions to the LiLAC Group. Following the July 1,2015 distribution of the LiLAC Shares, we began to allocate a portion of these costs, excluding share-based compensation expense, to the LiLAC Groupbased primarily on the estimated percentage of time spent by corporate personnel providing services for each group. The allocated costs, which are cashsettled and are periodically re-evaluated, are presented as inter-group fees and allocations in the attributed statements of operations information. The portionof the Liberty Global Group’s corporate costs that were allocated to the LiLAC Group was $4.3 million and $8.5 million during the six months endedDecember 31, 2015 and the year ended December 31, 2016, respectively. Effective January 1, 2017, the costs to be allocated to the LiLAC Group increased to$12.0 million annually.The share-based compensation expense reflected in the accompanying attributed statements of operations information is based on the share incentiveawards held by the employees of the respective entities comprising the Liberty Global Group and the LiLAC Group.The income tax benefit and expense of the Liberty Global Group and the LiLAC Group includes inter-group tax allocations. For additional informationconcerning our inter-group tax allocations, see note 2 to this attributed financial information.While we believe that our allocation methodologies are reasonable, we may elect to change these allocation methodologies or the percentages used toallocate operating and SG&A expenses in the future.(4)Inter-group TransactionsInter-group InterestsOn May 16, 2016, we competed the CWC Acquisition. Under the terms of the transaction, CWC shareholders received in the aggregate: 31,607,008Class 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, inaccordance with the scheme of arrangement and immediately prior to the acquisition, CWC declared the Special Dividend to its shareholders in the amountof £0.03 ($0.04 at the transaction date) per CWC share. The Special Dividend was paid to CWC shareholders promptly following the closing and thepayment, together with fees and expenses related to the acquisition, was funded with CWC liquidity, including incremental debt borrowings, and LiLACGroup corporate liquidity.Following completion of the CWC Acquisition, we attributed CWC to the LiLAC Group, with the Liberty Global Group being granted an inter-groupinterest 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 purchaseconsideration. During the period from May 16, 2016 through June 30, 2016, we recorded the Liberty Global Group’s 67.5% share of the LiLAC Group’s lossduring this period in Liberty Global Group’s attributed statement of operations information with a corresponding offsetting amount recorded in the LiLACGroup’s attributed statement of operations information. Liberty Global Group's inter-group interest in the LiLAC Group was $3.9 billion as of June 30, 2016.On July 1, 2016, we completed the LiLAC Distribution, thereby eliminating the Liberty Global Group's inter-group interest in the LiLAC Group. The LiLACDistribution was accounted for prospectively effective July 1, 2016.F-22LIBERTY GLOBAL PLCNotes to Attributed Financial Information — (Continued)December 31, 2016, 2015 and 2014(unaudited)Capital ContributionsOn June 3, 2015, in connection with the Choice Acquisition, an entity attributed to the Liberty Global Group made a $10.2 million cash capitalcontribution to an entity attributed to the LiLAC Group to partially fund the purchase price for Choice.On June 30, 2015, an entity attributed to the Liberty Global Group made a $100.0 million cash capital contribution to LiLAC Communications in orderto provide liquidity to fund, among other things, the LiLAC Group’s ongoing operating costs and acquisitions.Lila Chile NoteOn July 11, 2014, Lila Chile Holding and Liberty Global Holding B.V. (Liberty Global Holding), an entity attributed to the Liberty Global Group,entered into a loan agreement (the Lila Chile Note). During the fourth quarter of 2016, the outstanding principal and interest on the Lila Chile Note was cashsettled. At December 31, 2015, Liberty Global Holding owed Lila Chile Holding $1.1 million in principal pursuant to the Lila Chile Note. The Lila ChileNote bore interest at 5.9% per annum. The December 31, 2015 principal and accrued interest on the Lila Chile Note are included in the LiLAC Group’s otherassets, net, and the Liberty Global Group’s long-term debt and capital lease obligations in the attributed balance sheet information. The net decrease in theLila Chile Note during 2016 includes (i) cash repayments of $8.3 million, (ii) cash loans of $6.8 million and (iii) the transfer of $0.4 million in non-cashaccrued interest to the principal balance. The net decrease in the Lila Chile Note during 2015 includes (a) cash repayments of $10.0 million, (b) cash loans of$1.4 million and (c) the transfer of $0.3 million in non-cash accrued interest to the principal balance.VTR Finance Senior Secured NotesOn January 24, 2014, VTR Finance issued the VTR Finance Senior Secured Notes. The use of proceeds from the VTR Finance Senior Secured Notes torepay debt of UPC Holding has been reflected as a non-cash transaction in this attributed financial information.Related-party AdvanceDuring 2013, VTR Chile Holdings SpA (VTR Chile Holdings), an entity attributed to the LiLAC Group, made a $600.0 million non-interest bearingadvance to UPC Holding, which was repaid in full during 2014. This advance is reflected in inter-group receipts (payments), net, in the attributed statementof cash flows information. The proceeds received from the repayment of this advance were used to fund (i) the $435.1 million consideration paid by VTRChile Holdings to acquire the VTR NCI Owner’s 20.0% ownership interests in VTR and VTR Wireless, (ii) a $128.5 million distribution to an entityattributed to the Liberty Global Group, which represented a return of capital, and (iii) the settlement of certain derivative instruments of VTR.UPC Broadband France LoanThe UPC Broadband France Loan, as amended, represented amounts owed by VTR to UPC Broadband France SAS (UPC Broadband France), an entityattributed to the Liberty Global Group. The UPC Broadband France Loan bore interest at the Eurodollar Rate (as defined in the UPC Broadband France Loanagreement) plus 2.0%. In January 2014, a parent of UPC Broadband France made a capital contribution in the amount of $444.9 million to the parent of VTR,which was used to acquire the corresponding loan receivable from UPC Broadband France and pay related accrued interest. Accordingly, the UPC BroadbandFrance Loan was effectively settled within the LiLAC Group. The cash outflow related to Liberty Global Group’s capital contribution has been reflected ininter-group receipts (payments), net, in financing activities in the attributed statement of cash flows information and the cash inflow to the Liberty GlobalGroup related to the sale of the loan receivable has been reflected in inter-group receipts, net in investing activities in the attributed statement of cash flowsinformation. The cash effects of these transactions for the LiLAC Group are reflected in inter-group receipts (payments), net, in financing activities in theattributed statement of cash flows information. During 2014, VTR incurred related-party interest expense on the UPC Broadband France Loan of $0.3 million.UPC Chile Mobile Shareholder LoanPrior to December 31, 2011, Liberty Global Europe Holding BV, an entity attributed to the Liberty Global Group, had loaned an aggregate of $99.4million (the UPC Chile Mobile Shareholder Loan) to an entity attributed to the LiLAC Group. The interest rate on the UPC Chile Mobile Shareholder Loanwas 9.39% in 2014. In January 2014, the UPC Chile Mobile Shareholder Loan was settled through a non-cash capital contribution by Liberty Global Europeto an entity attributed to the LiLAC Group. During 2014, VTR incurred related-party interest expense on the UPC Chile Mobile Shareholder Loan of $0.3million.F-23LIBERTY GLOBAL PLCNotes to Attributed Financial Information — (Continued)December 31, 2016, 2015 and 2014(unaudited)(5)CommitmentsIn the normal course of business, we have entered into agreements that commit our company to make cash payments in future periods with respect tonetwork and connectivity commitments, programming contracts, non-cancellable operating leases, purchases of customer premises and other equipment andother items. The following table sets forth the U.S. dollar equivalents of such commitments as of December 31, 2016: Payments due during: 2017 2018 2019 2020 2021 Thereafter Total in millionsLiberty Global Group: Network and connectivity commitments$676.1 $339.9 $278.0 $249.8 $234.4 $854.6 $2,632.8Programming commitments909.6 799.8 431.4 176.1 58.7 88.4 2,464.0Purchase commitments1,135.8 193.6 133.5 99.8 18.3 62.0 1,643.0Operating leases104.4 88.0 76.5 60.7 50.5 227.0 607.1Other commitments31.0 13.5 11.6 8.5 7.4 14.4 86.4Total (a)$2,856.9 $1,434.8 $931.0 $594.9 $369.3 $1,246.4 $7,433.3 LiLAC Group: Network and connectivity commitments$62.7 $47.0 $30.9 $7.6 $6.2 $13.6 $168.0Programming commitments131.6 100.7 25.8 7.4 3.4 4.7 273.6Purchase commitments101.1 19.0 12.4 2.8 2.7 8.3 146.3Operating leases29.1 25.2 17.5 13.1 10.2 22.0 117.1Other commitments15.7 1.5 0.6 — — — 17.8Total (a)$340.2 $193.4 $87.2 $30.9 $22.5 $48.6 $722.8_______________(a)The commitments included in this table do not reflect any liabilities that are included in our December 31, 2016 attributed balance sheet information.F-24

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