~~0001570585 us-gaap:OperatingSegmentsMember lbtya:EuropeanOperationsDivisionGermanyMember 2016-01-01 2016-09-30~~

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q



þ	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended	September 30, ~~2017~~2018



¨	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 001-35961

Liberty 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 303.220.6600

Indicate 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 preceding 12 months (or for such shorter period that the registrant was required to file such reports) 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 Web site, if any,~~ every Interactive Data File required to be submitted ~~and posted~~ pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit ~~and post~~ such files). Yes þ No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

Large Accelerated Filer þ Accelerated Filer ¨ Non-Accelerated Filer ~~(Do not check if a smaller reporting company)~~ ¨

Smaller Reporting Company ¨ Emerging Growth Company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ¨

Indicate by check mark whether the registrant is a shell company as defined in Rule 12b-2 of the Exchange Act. Yes ¨ No þ

The number of outstanding ordinary shares of Liberty Global plc as of October ~~25, 2017~~31, 2018 was: 204,407,277 class A ordinary shares, 11,099,593 class B ordinary shares and 538,312,656 class C ordinary shares.

Class A Class B Class C
Liberty Global ordinary shares 221,090,644
11,102,619
588,313,516
LiLAC ordinary shares 48,416,945
1,940,193
120,819,385

LIBERTY GLOBAL PLC

TABLE OF CONTENTS



		Page Number
	PART I — FINANCIAL INFORMATION
ITEM 1.	FINANCIAL STATEMENTS
	Condensed Consolidated Balance Sheets as of September 30, ~~2017~~2018 and December 31, ~~2016~~2017 (unaudited)	1
	Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, ~~2017~~2018 and ~~2016~~2017 (unaudited)	3
	Condensed Consolidated Statements of Comprehensive ~~Loss~~Earnings (Loss) for the Three and Nine Months Ended September 30, ~~2017~~2018 and ~~2016~~2017 (unaudited)	4
	Condensed Consolidated Statement of Equity for the Nine Months Ended September 30, ~~2017~~2018 (unaudited)	5
	Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, ~~2017~~2018 and ~~2016~~2017 (unaudited)	6
	Notes to Condensed Consolidated Financial Statements (unaudited)	8
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	5754
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	~~113~~89
ITEM 4.	CONTROLS AND PROCEDURES	~~117~~92
	PART II — OTHER INFORMATION
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	~~118~~
~~ITEM 5.~~	~~OTHER INFORMATION~~	~~119~~93
ITEM 6.	EXHIBITS	~~119~~94

LIBERTY GLOBAL PLC

CONDENSED CONSOLIDATED BALANCE SHEETS

(unaudited)

September 30,
2017 December 31,
2016
in millions
ASSETS
Current assets:
Cash and cash equivalents $ 2,110.1
$ 1,629.2
Trade receivables, net 1,938.7
1,906.5
Derivative instruments (note 5) 345.2
412.7
Prepaid expenses 258.5
209.4
Receivable from the VodafoneZiggo JV (note 4) —
2,346.6
Other current assets:
Third-party 500.5
526.4
Related-party — VodafoneZiggo JV (note 4) 48.8
21.0
Total current assets 5,201.8
7,051.8
Investments and related note receivables (including $2,160.8 million and $2,057.2 million, respectively, measured at fair value on a recurring basis) (note 4) 6,806.8
6,483.7
Property and equipment, net (note 7) 23,550.7
21,110.2
Goodwill (note 7) 24,910.5
23,366.3
Intangible assets subject to amortization, net (note 7) 3,314.3
3,657.7
Other assets, net (notes 5 and 7) 6,761.2
7,014.4
Total assets $ 70,545.3
$ 68,684.1



	September 30, 2018		December 31, 2017
	in millions
ASSETS
Current assets:
Cash and cash equivalents	$	949.2	$	1,672.4
Trade receivables, net	1,300.2		1,411.0
Derivative instruments (note 6)	369.0		494.4
Prepaid expenses	186.1		133.8
Current assets of discontinued operations (note 4)	393.9		268.1
Other current assets (notes 3 and 5)	376.7		351.9
Total current assets	3,575.1		4,331.6
Investments and related note receivables (including $1,476.4 million and $2,315.3 million, respectively, measured at fair value on a recurring basis) (note 5)	5,522.3		6,671.4
Property and equipment, net (note 8)	14,047.6		14,245.3
Goodwill (note 8)	13,959.7		14,354.1
Deferred tax assets (note 10)	3,146.2		3,133.1
Long-term assets of discontinued operations (note 4)	9,940.2		11,141.1
Other assets, net (notes 3, 6 and 8)	3,529.1		3,720.2
Total assets	$	53,720.2	$	57,596.8

The accompanying notes are an integral part of these condensed consolidated financial statements.

LIBERTY GLOBAL PLC

CONDENSED CONSOLIDATED BALANCE SHEETS — (Continued)

(unaudited)

September 30,
2017 December 31,
2016
in millions
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable $ 1,281.4
$ 1,168.2
Deferred revenue and advance payments from subscribers and others 1,194.3
1,240.1
Current portion of debt and capital lease obligations (note 8) 4,268.7
2,775.1
Accrued capital expenditures 759.9
765.4
Accrued income taxes 527.7
457.9
Accrued interest 425.9
671.4
Other accrued and current liabilities (notes 5 and 12) 2,529.6
2,644.7
Total current liabilities 10,987.5
9,722.8
Long-term debt and capital lease obligations (note 8) 43,727.0
40,783.6
Other long-term liabilities (notes 5, 9, and 12) 3,828.5
3,445.7
Total liabilities 58,543.0
53,952.1
Commitments and contingencies (notes 3, 5, 8, 9 and 14)

Equity (note 10):
Liberty Global shareholders:
Liberty Global Shares — Class A, $0.01 nominal value. Issued and outstanding 221,893,831 and 253,827,604 shares, respectively 2.2
2.5
Liberty Global Shares — Class B, $0.01 nominal value. Issued and outstanding 11,102,619 and 10,805,850 shares, respectively 0.1
0.1
Liberty Global Shares — Class C, $0.01 nominal value. Issued and outstanding 591,439,089 and 634,391,072 shares, respectively 5.9
6.3
LiLAC Shares — Class A, $0.01 nominal value. Issued and outstanding 48,397,769 and 50,317,930 shares, respectively 0.5
0.5
LiLAC Shares — Class B, $0.01 nominal value. Issued and outstanding 1,940,193 and 1,888,323 shares, respectively —
—
LiLAC Shares — Class C, $0.01 nominal value. Issued and outstanding 120,780,972 and 120,889,034 shares, respectively 1.2
1.2
Additional paid-in capital 14,966.9
17,578.2
Accumulated deficit (5,225.6 ) (3,454.8 )
Accumulated other comprehensive earnings (loss), net of taxes 1,279.1
(372.4 )
Treasury shares, at cost (0.1 ) (0.3 )
Total Liberty Global shareholders 11,030.2
13,761.3
Noncontrolling interests 972.1
970.7
Total equity 12,002.3
14,732.0
Total liabilities and equity $ 70,545.3
$ 68,684.1



	September 30, 2018			December 31, 2017
	in millions
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	811.1		$	934.1
Deferred revenue	764.8			942.2
Current portion of debt and capital lease obligations (note 9)	3,499.4			3,680.1
Accrued capital expenditures	498.5			581.7
Current liabilities of discontinued operations (note 4)	1,807.4			1,587.7
Other accrued and current liabilities (notes 6 and 13)	2,651.8			2,240.0
Total current liabilities	10,033.0			9,965.8
Long-term debt and capital lease obligations (note 9)	26,232.0			29,023.4
Long-term liabilities of discontinued operations (note 4)	10,101.6			9,967.6
Other long-term liabilities (notes 6, 10, and 13)	2,538.2			2,247.0
Total liabilities	48,904.8			51,203.8
Commitments and contingencies (notes 6, 9, 10 and 15)
Equity (note 11):
Liberty Global shareholders:
Class A ordinary shares, $0.01 nominal value. Issued and outstanding 204,401,956 and 219,668,579 shares, respectively	2.0			2.2
Class B ordinary shares, $0.01 nominal value. Issued and outstanding 11,099,593 shares and 11,102,619 shares, respectively	0.1			0.1
Class C ordinary shares, $0.01 nominal value. Issued and outstanding 544,478,877 and 584,332,055 shares, respectively	5.4			5.8
Additional paid-in capital	9,623.7			11,358.6
Accumulated deficit	(5,197.3		)	(6,217.6		)
Accumulated other comprehensive earnings, net of taxes	973.1			1,656.0
Treasury shares, at cost	(0.1		)	(0.1		)
Total Liberty Global shareholders	5,406.9			6,805.0
Noncontrolling interests	(591.5		)	(412.0		)
Total equity	4,815.4			6,393.0
Total liabilities and equity	$	53,720.2		$	57,596.8

The accompanying notes are an integral part of these condensed consolidated financial statements.

LIBERTY GLOBAL PLC

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)

Three months ended Nine months ended
September 30, September 30,
2017 2016 2017 2016
in millions, except share and per share amounts

Revenue (notes 4 and 15) $ 4,785.4
$ 5,207.2
$ 13,799.9
$ 14,869.3
Operating costs and expenses (exclusive of depreciation and amortization, shown separately below):
Programming and other direct costs of services 1,106.4
1,178.7
3,174.7
3,416.8
Other operating (note 11) 749.1
778.9
2,135.1
2,207.7
Selling, general and administrative (SG&A) (note 11)
761.3
897.8
2,357.0
2,615.4
Depreciation and amortization 1,416.2
1,416.9
4,109.8
4,405.4
Impairment, restructuring and other operating items, net (notes 3, 7 and 12) 416.6
32.2
476.4
246.9
4,449.6
4,304.5
12,253.0
12,892.2
Operating income 335.8
902.7
1,546.9
1,977.1
Non-operating income (expense):
Interest expense (582.1 ) (664.4 ) (1,691.0 ) (1,940.8 )
Realized and unrealized gains (losses) on derivative instruments, net (note 5) (365.9 ) (436.4 ) (1,149.5 ) 106.9
Foreign currency transaction gains (losses), net (30.5 ) 92.3
180.6
133.2
Realized and unrealized gains (losses) due to changes in fair values of certain investments and debt, net (notes 4, 6 and 8) 38.8
73.8
(6.2 ) (570.8 )
Losses on debt modification and extinguishment, net (note 8) (85.7 ) (64.8 ) (220.6 ) (88.7 )
Share of losses of affiliates, net (note 4) (26.2 ) (16.1 ) (43.3 ) (71.2 )
Other income, net 4.6
17.3
28.8
102.2
(1,047.0 ) (998.3 ) (2,901.2 ) (2,329.2 )
Loss before income taxes (711.2 )
(95.6 )
(1,354.3 )
(352.1 )
Income tax expense (note 9) (67.8 ) (109.5 ) (344.3 ) (116.6 )
Net loss (779.0 ) (205.1 ) (1,698.6 ) (468.7 )
Net earnings attributable to noncontrolling interests (12.6 ) (44.4 ) (87.5 ) (48.5 )
Net loss attributable to Liberty Global shareholders $ (791.6 ) $ (249.5 ) $ (1,786.1 ) $ (517.2 )

Basic and diluted loss attributable to Liberty Global shareholders per share (notes 1 and 13):
Liberty Global Shares $ (0.55 ) $ (0.18 ) $ (1.62 ) $ (0.33 )
LiLAC Shares $ (1.93 ) $ (0.47 ) $ (2.30 ) $ (2.49 )

Weighted average ordinary shares outstanding - basic and diluted:
Liberty Global Shares 830,301,600
917,345,591
857,905,832
884,567,424
LiLAC Shares 171,304,720
174,075,080
172,051,945
89,764,378



	Three months ended						Nine months ended
	September 30,						September 30,
	2018			2017			2018			2017
	in millions, except per share amounts

Revenue (notes 3, 5 and 16)	$	2,958.1		$	2,929.0		$	9,097.7		$	8,373.7
Operating costs and expenses (exclusive of depreciation and amortization, shown separately below):
Programming and other direct costs of services	798.8			785.4			2,476.2			2,203.5
Other operating (note 12)	432.5			443.9			1,331.7			1,248.8
Selling, general and administrative (SG&A) (note 12)	475.5			469.8			1,545.1			1,470.0
Depreciation and amortization	935.3			953.7			2,952.8			2,743.4
Impairment, restructuring and other operating items, net (notes 13 and 15)	107.4			54.6			199.0			61.0
	2,749.5			2,707.4			8,504.8			7,726.7
Operating income	208.6			221.6			592.9			647.0
Non-operating income (expense):
Interest expense	(363.6		)	(360.0		)	(1,120.6		)	(1,048.3		)
Realized and unrealized gains (losses) on derivative instruments, net (note 6)	65.5			(187.4		)	529.7			(783.5		)
Foreign currency transaction gains (losses), net	96.5			(159.3		)	46.9			(148.3		)
Realized and unrealized gains (losses) due to changes in fair values of certain investments and debt, net (notes 5, 7 and 9)	(99.6		)	39.6			(95.3		)	(3.0		)
Losses on debt modification and extinguishment, net (note 9)	(27.7		)	(37.3		)	(50.4		)	(136.2		)
Share of results of affiliates, net (note 5)	(11.1		)	(26.8		)	(129.9		)	(46.1		)
Other income, net	16.0			9.5			32.2			41.9
	(324.0		)	(721.7		)	(787.4		)	(2,123.5		)
Loss from continuing operations before income taxes	(115.4		)	(500.1		)	(194.5		)	(1,476.5		)
Income tax expense (note 10)	(281.3		)	(61.8		)	(898.5		)	(212.2		)
Loss from continuing operations	(396.7		)	(561.9		)	(1,093.0		)	(1,688.7		)
Discontinued operations (note 4):
Earnings (loss) from discontinued operations, net of taxes	324.5			(217.1		)	792.7			(9.9		)
Gain on disposal of discontinued operations, net of taxes	1,098.1			—			1,098.1			—
	1,422.6			(217.1		)	1,890.8			(9.9		)
Net earnings (loss)	1,025.9			(779.0		)	797.8			(1,698.6		)
Net earnings attributable to noncontrolling interests	(51.8		)	(12.6		)	(97.6		)	(87.5		)
Net earnings (loss) attributable to Liberty Global shareholders	$	974.1		$	(791.6	)	$	700.2		$	(1,786.1	)

Basic and diluted loss from continuing operations attributable to Liberty Global shareholders per share (note 14)	$	(0.56	)	$	(0.70	)	$	(1.51	)	$	(2.04	)

The accompanying notes are an integral part of these condensed consolidated financial statements.

LIBERTY GLOBAL PLC

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE ~~LOSS~~EARNINGS (LOSS)

(unaudited)


	Three months ended						Nine months ended						Three months ended						Nine months ended
	September 30,						September 30,						September 30,						September 30,
	2017			2016			2017			2016			2018			2017			2018			2017
	in millions												in millions

Net loss	$	(779.0	)	$	(205.1	)	$	(1,698.6	)	$	(468.7	)
Net earnings (loss)													$	1,025.9		$	(779.0	)	$	797.8		$	(1,698.6	)
Other comprehensive earnings (loss), net of taxes:
Continuing operations:
Foreign currency translation adjustments	548.6			(177.7		)	1,659.5			(1,171.9		)	(244.6		)	553.9			(676.3		)	1,676.1
Pension-related adjustments and other	(7.9		)	(35.9		)	(8.4		)	(41.1		)	3.2			(0.5		)	(3.9		)	(3.1		)
Other comprehensive earnings (loss) from continuing operations													(241.4		)	553.4			(680.2		)	1,673.0
Other comprehensive earnings (loss) from discontinued operations													30.2			(12.7		)	(2.8		)	(21.9		)
Other comprehensive earnings (loss)	540.7			(213.6		)	1,651.1			(1,213.0		)	(211.2		)	540.7			(683.0		)	1,651.1
Comprehensive loss	(238.3		)	(418.7		)	(47.5		)	(1,681.7		)
Comprehensive earnings (loss)													814.7			(238.3		)	114.8			(47.5		)
Comprehensive earnings attributable to noncontrolling interests	(12.6		)	(44.6		)	(87.1		)	(48.1		)	(53.9		)	(12.6		)	(97.5		)	(87.1		)
Comprehensive loss attributable to Liberty Global shareholders	$	(250.9	)	$	(463.3	)	$	(134.6	)	$	(1,729.8	)
Comprehensive earnings (loss) attributable to Liberty Global shareholders													$	760.8		$	(250.9	)	$	17.3		$	(134.6	)

The accompanying notes are an integral part of these condensed consolidated financial statements.

LIBERTY GLOBAL PLC

CONDENSED CONSOLIDATED STATEMENT OF EQUITY

(unaudited)

Liberty Global shareholders
Non-controlling
interests

Total
equity
Liberty Global Shares LiLAC Shares
Additional
paid-in
capital

Accumulated
deficit

Accumulated
other
comprehensive
earnings (loss), net of taxes
Treasury shares, at cost
Total Liberty Global
shareholders

in millions

Balance at January 1, 2017, before effect of accounting change $ 8.9
$ 1.7
$ 17,578.2
$ (3,454.8 ) $ (372.4 ) $ (0.3 ) $ 13,761.3
$ 970.7
$ 14,732.0
Accounting change (note 2) —
—
—
15.3
—
—
15.3
—
15.3
Balance at January 1, 2017, as adjusted for accounting change 8.9
1.7
17,578.2
(3,439.5 ) (372.4 ) (0.3 ) 13,776.6
970.7
14,747.3
Net loss —
—
—
(1,786.1 ) —
—
(1,786.1 ) 87.5
(1,698.6 )
Other comprehensive earnings, net of taxes —
—
—
—
1,651.5
—
1,651.5
(0.4 ) 1,651.1
Repurchase and cancellation of Liberty Global ordinary shares (note 10) (0.7 ) —
(2,643.2 ) —
—
—
(2,643.9 ) —
(2,643.9 )
Share-based compensation (note 11) —
—
103.7
—
—
—
103.7
—
103.7
Adjustments due to changes in subsidiaries’ equity and other, net —
—
(71.8 ) —
—
0.2
(71.6 ) (85.7 ) (157.3 )
Balance at September 30, 2017 $ 8.2

$ 1.7

$ 14,966.9

$ (5,225.6 )
$ 1,279.1

$ (0.1 )
$ 11,030.2

$ 972.1

$ 12,002.3



	Liberty Global shareholders																							Non-controlling interests			Total equity
	Ordinary shares								Additional paid-in capital			Accumulated deficit			Accumulated other comprehensive earnings, net of taxes			Treasury shares, at cost			Total Liberty Global shareholders
	Class A			Class B		Class C			Additional paid-in capital			Accumulated deficit			Accumulated other comprehensive earnings, net of taxes			Treasury shares, at cost			Total Liberty Global shareholders
	in millions

Balance at January 1, 2018, before effect of accounting change	$	2.2		$	0.1	$	5.8		$	11,358.6		$	(6,217.6	)	$	1,656.0		$	(0.1	)	$	6,805.0		$	(412.0	)	$	6,393.0
Accounting change (note 2)	—			—		—			—			320.1			—			—			320.1			4.4			324.5
Balance at January 1, 2018, as adjusted for accounting change	2.2			0.1		5.8			11,358.6			(5,897.5		)	1,656.0			(0.1		)	7,125.1			(407.6		)	6,717.5
Net earnings	—			—		—			—			700.2			—			—			700.2			97.6			797.8
Other comprehensive loss, net of taxes	—			—		—			—			—			(682.9		)	—			(682.9		)	(0.1		)	(683.0		)
Repurchase and cancellation of Liberty Global ordinary shares (note 11)	(0.2		)	—		(0.4		)	(1,682.8		)	—			—			—			(1,683.4		)	—			(1,683.4		)
Distributions by subsidiaries to noncontrolling interest owners (note 11)	—			—		—			—			—			—			—			—			(298.4		)	(298.4		)
Repurchases by Telenet of its outstanding shares	—			—		—			(166.5		)	—			—			—			(166.5		)	15.5			(151.0		)
Share-based compensation (note 12)	—			—		—			123.2			—			—			—			123.2			—			123.2
Adjustments due to changes in subsidiaries’ equity and other, net	—			—		—			(8.8		)	—			—			—			(8.8		)	1.5			(7.3		)
Balance at September 30, 2018	$	2.0		$	0.1	$	5.4		$	9,623.7		$	(5,197.3	)	$	973.1		$	(0.1	)	$	5,406.9		$	(591.5	)	$	4,815.4

The accompanying notes are an integral part of these condensed consolidated financial statements.

LIBERTY GLOBAL PLC

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)


	Nine months ended						Nine months ended
	September 30,						September 30,
	2017			2016			2018			2017
	in millions						in millions
Cash flows from operating activities:
Net loss	$	(1,698.6	)	$	(468.7	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Net earnings (loss)							$	797.8		$	(1,698.6	)
Earnings (loss) from discontinued operations							1,890.8			(9.9		)
Loss from continuing operations							(1,093.0		)	(1,688.7		)
Adjustments to reconcile loss from continuing operations to net cash provided by operating activities from continuing operations:
Share-based compensation expense	121.9			206.4			131.0			101.8
Depreciation and amortization	4,109.8			4,405.4			2,952.8			2,743.4
Impairment, restructuring and other operating items, net	476.4			246.9			199.0			61.0
Amortization of deferred financing costs and non-cash interest	39.6			54.6			42.2			46.7
Realized and unrealized losses (gains) on derivative instruments, net	1,149.5			(106.9		)	(529.7		)	783.5
Foreign currency transaction gains, net	(180.6		)	(133.2		)
Realized and unrealized losses due to changes in fair values of certain investments and debt	6.2			570.8
Foreign currency transaction losses (gains), net							(46.9		)	148.3
Realized and unrealized losses due to changes in fair values of certain investments and debt, net							95.3			3.0
Losses on debt modification and extinguishment, net	220.6			88.7			50.4			136.2
Share of losses of affiliates, net	43.3			71.2
Deferred income tax benefits	(127.8		)	(221.3		)
Share of results of affiliates, net							129.9			46.1
Deferred income tax benefit							(179.2		)	(13.5		)
Changes in operating assets and liabilities, net of the effects of acquisitions and dispositions	(315.2		)	(682.9		)	768.8			(93.3		)
Dividends from affiliates and others	188.0			14.5			209.5			188.0
Net cash provided by operating activities of continuing operations							2,730.1			2,462.5
Net cash provided by operating activities of discontinued operations							1,470.3			1,571.1
Net cash provided by operating activities	4,033.1			4,045.5			4,200.4			4,033.6

Cash flows from investing activities:
Capital expenditures	(1,824.9		)	(1,945.0		)
Proceeds received upon disposition of discontinued operation, net							2,061.2			—
Capital expenditures, net							(1,142.9		)	(850.7		)
Cash paid in connection with acquisitions, net of cash acquired							(80.8		)	(440.0		)
Investments in and loans to affiliates and others							(74.2		)	(92.9		)
Distributions received from affiliates	1,569.4			—			—			1,569.4
Equalization payment related to the VodafoneZiggo JV Transaction	845.3			—			—			845.3
Cash paid in connection with acquisitions, net of cash acquired	(446.7		)	(1,327.4		)
Investments in and loans to affiliates and others	(92.9		)	(90.3		)
Sale of investments	4.0			137.8
Other investing activities, net	(1.4		)	88.3			27.5			1.4
Net cash provided (used) by investing activities	$	52.8		$	(3,136.6	)
Net cash provided by investing activities of continuing operations							790.8			1,032.5
Net cash used by investing activities of discontinued operations							(383.2		)	(981.4		)
Net cash provided by investing activities							$	407.6		$	51.1

The accompanying notes are an integral part of these condensed consolidated financial statements.

LIBERTY GLOBAL PLC

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS — ~~(Continued)~~(continued)

(unaudited)

Nine months ended
September 30,
2017 2016
in millions
Cash flows from financing activities:
Borrowings of debt $ 8,233.2
$ 7,633.1
Repayments and repurchases of debt and capital lease obligations (7,878.7 ) (6,880.8 )
Repurchase of Liberty Global ordinary shares (2,658.0 ) (1,504.3 )
Change in cash collateral (685.3 ) 117.7
Payment of financing costs and debt premiums (297.6 ) (148.9 )
Value-added taxes (VAT) paid on behalf of the VodafoneZiggo JV
(162.6 ) —
Net cash paid related to derivative instruments (104.3 ) (39.5 )
Other financing activities, net (149.0 ) (131.0 )
Net cash used by financing activities (3,702.3 ) (953.7 )

Effect of exchange rate changes on cash 97.3
39.8

Net increase (decrease) in cash and cash equivalents 480.9
(5.0 )
Cash and cash equivalents:
Beginning of period 1,629.2
982.1
End of period $ 2,110.1
$ 977.1

Cash paid for interest $ 1,926.5
$ 2,170.6
Net cash paid for taxes $ 344.7
$ 330.2



	Nine months ended
	September 30,
	2018			2017
	in millions
Cash flows from financing activities:
Repayments and repurchases of debt and capital lease obligations	$	(6,782.0	)	$	(6,046.8	)
Borrowings of debt	3,205.5			5,588.9
Repurchase of Liberty Global ordinary shares	(1,671.8		)	(2,603.7		)
Repurchase by Telenet of its outstanding shares	(151.2		)	(33.1		)
Payment of financing costs and debt premiums	(57.5		)	(160.0		)
Net cash received (paid) related to derivative instruments	46.6			(139.9		)
Value-added taxes (VAT) paid on behalf of the VodafoneZiggo JV	—			(162.6		)
Other financing activities, net	(15.9		)	(43.7		)
Net cash used by financing activities of continuing operations	(5,426.3		)	(3,600.9		)
Net cash provided (used) by financing activities of discontinued operations	129.9			(100.6		)
Net cash used by financing activities	(5,296.4		)	(3,701.5		)

Effect of exchange rate changes on cash and cash equivalents and restricted cash:
Continuing operations	(31.8		)	105.9
Discontinued operations	(1.9		)	2.3
Total	(33.7		)	108.2

Net increase (decrease) in cash and cash equivalents and restricted cash:
Continuing operations	(1,937.2		)	—
Discontinued operations - Vodafone Disposal Group and UPC Austria	1,215.1			503.0
Discontinued operations - LiLAC Group	—			(11.6		)
Total	$	(722.1	)	$	491.4

Cash and cash equivalents and restricted cash:
Beginning of period	$	1,682.9		$	1,087.4
Net increase (decrease) (excluding, during the 2017 period, LiLAC Group activity related to cash balances included in discontinued operations)	(722.1		)	503.0
End of period	$	960.8		$	1,590.4

Cash paid for interest:
Continuing operations	$	1,215.3		$	1,146.3
Discontinued operations	388.7			780.2
Total	$	1,604.0		$	1,926.5

Net cash paid for taxes:
Continuing operations	$	238.5		$	234.2
Discontinued operations	32.7			110.5
Total	$	271.2		$	344.7

Details of end of period cash and cash equivalents and restricted cash:
Cash and cash equivalents	$	949.2		$	1,579.1
Restricted cash included in other current assets and other assets, net	9.6			9.2
Restricted cash included in current and long-term assets of discontinued operations	2.0			2.1
Total cash and cash equivalents and restricted cash	$	960.8		$	1,590.4

The accompanying notes are an integral part of these condensed consolidated financial statements.

LIBERTY GLOBAL PLC

Notes to Condensed Consolidated Financial Statements

September 30, ~~2017~~2018

(unaudited)

(1) Basis of Presentation

Liberty Global plc (Liberty Global) is a public limited company organized under the laws of England and Wales. In these notes, the terms “we,” “our,” “our company” and “us” may refer, as the context requires, to Liberty Global or collectively to Liberty Global and its subsidiaries. We are an international provider of video, broadband internet, fixed-line telephony, mobile and other communications services to residential customers and businesses ~~with consolidated operations at September 30, 2017~~ in ~~more than 30 countries.~~Europe.

~~In Europe, we~~Our continuing operations comprise businesses that provide residential and business-to-business (B2B) ~~communications~~communication services in (i) the United Kingdom (U.K.) and Ireland through Virgin Media Inc. (Virgin Media), a wholly-owned subsidiary of Liberty Global, (ii) ~~Germany through Unitymedia GmbH (Unitymedia), (iii)~~ Belgium ~~and Luxembourg~~ through Telenet Group Holding N.V. (Telenet), a ~~57.6%~~58.7%-owned subsidiary of Liberty Global, (iii) Switzerland and ~~(iv) seven other European countries~~Poland through UPC Holding B.V. (and (iv) Slovakia through UPC Broadband Slovakia s.r.o. UPC Holding~~). In addition, through the December 31, 2016 completion of the VodafoneZiggo JV Transaction (as defined~~ B.V. and ~~described in note 4), we provided residential and B2B communications services in the Netherlands through VodafoneZiggo Group B.V.~~UPC Broadband Slovakia s.r.o., which isare each wholly-owned subsidiaries of Liberty Global, are collectively referred to herein as “~~Ziggo Group~~UPC Holding.”~~. Following the completion of the VodafoneZiggo JV Transaction,~~ In addition, we own a 50% noncontrolling interest in the VodafoneZiggo JV (as defined in note 4)5), which provides video, broadband internet, fixed-line telephony and mobile services to residential customers and ~~B2B services~~businesses in the Netherlands. Virgin Media, Unitymedia and UPC Holding are each wholly-owned subsidiaries of Liberty Global. The operations of Virgin Media, Unitymedia, Telenet, UPC Holding and, through December 31, 2016, Ziggo Group Holding are collectively referred to herein as the “~~European Division~~.”

~~Outside of Europe,~~In addition, (i) we currently provide residential and B2B ~~communications~~communication services in (a) Germany through Unitymedia GmbH (Unitymedia) and (b) Romania, Hungary and the Czech Republic through UPC Holding B.V. and (ii) through July 31, 2018, we provided residential and B2B communication services in Austria through UPC Holding B.V. On May 9, 2018, we reached an agreement to sell our operations in Germany, Romania, Hungary and the Czech Republic, and on July 31, 2018, we completed the sale of our operations in Austria. In these condensed consolidated financial statements, our operations in each of these countries are reflected as discontinued operations for all periods presented. For additional information regarding these pending and completed dispositions, see note 4.

Prior to the December 29, 2017 completion of the Split-off Transaction (as defined and described in note 4), we also provided residential and B2B communication services in (i) 18 countries, predominantly in Latin America and the Caribbean, through ~~our wholly-owned subsidiary~~ Cable ~~& Wireless~~&Wireless Communications Limited (C&W), (ii) Chile through ~~our wholly-owned subsidiary~~ VTR.com SpA (VTR) and (iii) Puerto Rico through Liberty Cablevision of Puerto Rico LLC (Liberty Puerto Rico),. C&W and VTR were each wholly-owned subsidiaries of Liberty Global, and Liberty Puerto Rico was an entity in which we ~~hold~~held a 60.0% ownership interest. C&W also ~~provides~~provided (a) B2B ~~communications~~ services in certain other countries in Latin America and the Caribbean and (b) wholesale ~~communications~~ services over its sub-sea and terrestrial ~~fiber optic cable network~~networks that ~~connects~~connected over 40 markets in that region. C&W owns less than 100% of certain of its consolidated subsidiaries, including Cable & Wireless Panama, SA (a 49.0%-owned entity that owns most of our operations in Panama), The Bahamas Telecommunications Company Limited (a 49.0%-owned entity that owns all of our operations in the Bahamas) and Cable & Wireless Jamaica Limited (an 82.0%-owned entity that owns the majority of our operations in Jamaica). The operations of C&W, VTR, ~~and~~ Liberty Puerto Rico and certain other entities that were associated with our businesses in Latin America and the Caribbean are collectively referred to herein as the “LiLAC ~~Division~~Group.”

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

~~The “LiLAC Group” comprises our businesses, assets and liabilities in Latin America and the Caribbean and has attributed to it (i) LGE Coral Holdco Limited (LGE Coral) and its subsidiaries, which include C&W, (ii) VTR Finance B.V. (VTR Finance) and its subsidiaries, which include VTR, (iii) Lila Chile Holding B.V. (Lila Chile Holding), which is the parent entity of VTR Finance and (iv) LiLAC Communications Inc. (LiLAC Communications) and its subsidiaries, which include Liberty Puerto Rico. The “Liberty Global Group” comprises our businesses, assets and liabilities not~~entities attributed to the LiLAC Group ~~including Virgin Media, Unitymedia, Telenet, UPC Holding,~~are reflected as discontinued operations in our ~~50% interest in~~condensed consolidated statements of operations for the ~~VodafoneZiggo JV (from December 31, 2016), Ziggo Group Holding (up to December 31, 2016), our corporate entities (excluding LiLAC Communications)~~three and ~~certain other less significant entities. We have announced our intention to split-off the entities that comprise the LiLAC Group around the end of 2017 (the~~ ~~Split-off~~).

~~LIBERTY GLOBAL PLC~~

~~Notes to Condensed Consolidated Financial Statements — (Continued)~~

nine months ended September 30, 2017

~~(unaudited)~~ and our condensed consolidated statement of cash flows for the nine months ended September 30, 2017.

~~For additional information regarding~~Unless otherwise noted, the amounts presented in these notes relate only to our ~~tracking share capital structure, including unaudited attributed financial information of the Liberty Global Group and the LiLAC Group, see Exhibit 99.1 to this Quarterly Report on Form 10-Q.~~continuing operations.

Our unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (U.S. GAAP) and with the instructions to Form 10-Q and Article 10 of Regulation S-X for interim financial information. Accordingly, these financial statements do not include all of the information required by U.S. GAAP or Securities and Exchange Commission rules and regulations for complete financial statements. In the opinion of management, these financial statements reflect all adjustments (consisting of normal recurring adjustments) necessary for a fair presentation of the results of operations for the interim periods presented. The results of operations for any interim period are not necessarily indicative of results for the full year. These unaudited condensed consolidated financial statements should be read in conjunction with our ~~2016~~2017 consolidated financial statements and notes thereto included in our ~~2016~~2017 Annual Report on Form 10-K ~~as amended~~ (our 10-K).

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Estimates and assumptions are used in accounting for, among other things, the valuation of acquisition-related assets and liabilities, allowances for uncollectible accounts, certain components of revenue, programming and copyright costs, deferred income taxes and related valuation allowances, loss contingencies, fair value measurements, impairment assessments, capitalization of internal costs associated with construction and installation activities,

LIBERTY GLOBAL PLC

Notes to Condensed Consolidated Financial Statements — (Continued)

September 30, 2018

(unaudited)

useful lives of long-lived assets, share-based compensation and actuarial liabilities associated with certain benefit plans. Actual results could differ from those estimates.

Unless otherwise indicated, ownership percentages and convenience translations into United States (U.S.) dollars are calculated as of September 30, ~~2017.~~2018.

Certain prior period amounts have been reclassified to conform to the current period ~~presentation, including the reclassification of certain costs between programming and other direct costs of services, other operating and SG&A expenses.~~presentation.

(2) Accounting Changes and Recent Accounting Pronouncements

Accounting Changes

ASU 2014-09

In ~~March 2016,~~May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) ~~No. 2016-09,~~ ~~Compensation~~ —~~Stock Compensation, Improvements to Employee Share-Based Payment Accounting~~ (~~ASU 2016-09~~), which simplifies several aspects of the accounting for share-based payment transactions, including income tax consequences, classification of awards as either equity or liabilities and classification within the statement of cash flows. We adopted ASU 2016-09 on January 1, 2017. As a result of adopting this standard, we (i) recognized a cumulative effect adjustment to our accumulated deficit as of January 1, 2017 and (ii) retrospectively revised the presentation of our condensed consolidated statements of cash flows to remove the operating cash outflows and financing cash inflows associated with excess tax benefits from share-based compensation. The cumulative effect adjustment, which totaled $15.3 million, represents the tax effect of deductions in excess of the financial reporting expense for share-based compensation that were not previously recognized for financial reporting purposes as these tax benefits were not realized as a reduction of income taxes payable.

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

~~LIBERTY GLOBAL PLC~~

~~Notes to Condensed Consolidated Financial Statements — (Continued)~~

~~September 30, 2017~~

~~(unaudited)~~

~~Recent Accounting Pronouncements~~

~~ASU 2014-09~~

~~In May 2014, the FASB issued ASU~~ No. 2014-09, Revenue from Contracts with Customers (ASU 2014-09), which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of ~~promised~~ goods or services to customers. ASU 2014-09, as amended by ASU No. 2015-14, will replace existing revenue recognition guidance when it becomes effective for annual and interim reporting periods beginning after December 15, 2017. This new standard permits the use of either the retrospective or cumulative effect transition method. We ~~will adopt~~adopted ASU 2014-09 effective January 1, 2018 ~~using~~by recording the cumulative effect ~~transition method. While we are continuing~~of the adoption to ~~evaluate~~our accumulated deficit. We applied the new standard to contracts that were not complete at January 1, 2018. The comparative information for the three and nine months ended September 30, 2017 contained within these condensed consolidated financial statements and notes has not been restated and continues to be reported under the accounting standards in effect ~~that~~for such periods. The implementation of ASU 2014-09 ~~will~~did not have a material impact on our consolidated financial ~~statements, we have identified a number~~statements.

The principal impacts of ASU 2014-09 on our ~~current~~ revenue recognition policies ~~that will be impacted by ASU 2014-09, including the~~relate to our accounting for (i) time-limited discounts and free service periods provided to our customers and (ii) certain upfront fees charged to our ~~customers. Although~~customers, as follows:

When we enter into contracts to provide services to our customers, we often provide time-limited discounts or free service periods. Under previous accounting rules, we recognized revenue, net of discounts, during the promotional periods and did not recognize any revenue during free service periods. Under ASU 2014-09, revenue recognition for those contracts that contain substantive termination penalties is accelerated, as the impact of the discounts or free service periods is recognized uniformly over the contractual period. For contracts that do not have substantive termination penalties, we continue to ~~evaluate~~record the impacts of ~~adopting ASU 2014-09, our current views are as follows:~~partial or full discounts during the applicable promotional periods.

•

When we enter into contracts to provide services to our customers, we often provide time-limited discounts or free service periods. Under current accounting rules, we recognize revenue net of discounts during the promotional periods and do not recognize any revenue during free service periods. Under ASU 2014-09, revenue recognition for those contracts that contain substantive termination penalties will be accelerated, as the impact of the discounts or free service periods will be recognized uniformly over the contractual period. ~~For contracts that do not have substantive termination penalties, we will continue to record the impacts of partial or full discounts during the applicable promotional periods.~~

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

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

~~ASU 2014-09 will~~ also ~~impact~~impacted our accounting for certain upfront costs directly associated with obtaining and fulfilling customer contracts. Under our ~~current~~previous policy, these costs ~~are~~were expensed as incurred unless the costs ~~are~~were in the scope of another accounting topic that ~~allows~~allowed for capitalization. Under ASU 2014-09, ~~the~~certain upfront costs associated with contracts that have substantive termination penalties and a term of one year or more ~~will be~~are recognized as assets and amortized to ~~other~~ operating costs and expenses over the applicable period benefited. ~~Although~~

For additional information regarding the impact of the accounting change for the upfront costs will be dependent on numerous factors, including the number and terms of new subscriber contracts added during any given period, we do not expect the initial or ongoing impact of this accounting change to be material based on our ~~assessments of the current practices and contracts in effect in our various markets.~~

Although the ultimate impact of adopting ASU 2014-09 for both revenue recognition and costs to obtain and fulfill contracts will depend on numerous factors, including the promotions and offers in place~~during the period leading up to and after the adoptionof ASU 2014-09, we currently do not expect the~~ adoption of ASU 2014-09, to have a material impact on our revenue, operating expenses or financial position. In addition, we do not expect to make material changes to our internal control environment as a result of the adoption of ASU 2014-09.

~~ASU 2016-02~~

~~In February 2016, the FASB issued ASU No. 2016-02,~~ ~~Leases~~ (~~ASU 2016-02~~), which, for most leases, will result in lessees recognizing lease assets and lease liabilities on the balance sheet with additional disclosures about leasing arrangements. ASU 2016-02 requires lessees and lessors to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. The modified retrospective approach also includes a number of optional practical expedients an entity may elect to apply. ASU 2016-02 is effective for annual reporting periods beginning after December 15, 2018, including interim periods within those fiscal years, with early adoption permitted. We will adopt ASU 2016-02 on January 1, 2019. Although we are currently evaluating the effect that ASU 2016-02 will have on our consolidated financial statements, the main impact ofsee note 3.

LIBERTY GLOBAL PLC

Notes to Condensed Consolidated Financial Statements — (Continued)

September 30, ~~2017~~2018

(unaudited)

The cumulative effect of the adoption of ~~this standard will be the recognition~~ASU 2014-09 on our summary balance sheet information as of ~~lease assets and lease liabilities in~~January 1, 2018 is as follows:



	Balance at December 31, 2017			ASU 2014-09 Adjustments		Balance at January 1, 2018
	in millions
Assets:
Trade receivables, net	$	1,411.0		(0.7	)	$	1,410.3
Current assets of discontinued operations	$	268.1		98.2		$	366.3
Other current assets	$	351.9		76.6		$	428.5
Investments and related note receivables (a)	$	6,671.4		191.2		$	6,862.6
Deferred tax assets	$	3,133.1		(16.0	)	$	3,117.1
Long-term assets of discontinued operations	$	11,141.1		29.1		$	11,170.2
Other assets, net	$	3,720.2		21.4		$	3,741.6

Liabilities:
Deferred revenue	$	942.2		5.6		$	947.8
Current liabilities of discontinued operations	$	1,587.7		26.7		$	1,614.4
Other accrued and current liabilities	$	2,240.0		1.2		$	2,241.2
Long-term liabilities of discontinued operations	$	9,967.6		39.1		$	10,006.7
Other long-term liabilities	$	2,247.0		2.7		$	2,249.7

Equity:
Accumulated deficit (a)	$	(6,217.6	)	320.1		$	(5,897.5	)
Noncontrolling interests	$	(412.0	)	4.4		$	(407.6	)

_______________


(a)	The ASU 2014-09 adjustment amounts include the impact of our share of the VodafoneZiggo JV’s adjustment to its owners’ equity.

The impact of our adoption of ASU 2014-09 on our condensed consolidated balance ~~sheets for those leases classified~~sheet as ~~operating leases under previous~~of September 30, 2018 was not materially different from the impacts set forth in the above January 1, 2018 summary balance sheet information. Similarly, the adoption of ~~U.S. GAAP~~. ASU ~~2016-02 will~~2014-09 did not have ~~significant impacts~~a material impact on our condensed consolidated statements of operations ~~or cash flows.~~for the three and nine months ended September 30, 2018.

LIBERTY GLOBAL PLC

Notes to Condensed Consolidated Financial Statements — (Continued)

September 30, 2018

(unaudited)

ASU 2017-07

In March 2017, the FASB issued ASU No. 2017-07, Improving the Presentation of the Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost (ASU 2017-07), which changes the presentation of periodic benefit cost components. Under ASU 2017-07, we ~~will~~ continue to present the service component of our net benefit cost as a component of operating income but present the other components of our net benefit cost, ~~computation,~~ which can include credits, within non-operating income (expense) in our consolidated statements of operations. We adopted ASU 2017-07 on January 1, 2018 on a retrospective basis, which resulted in the reclassification of credits from SG&A expenses to other non-operating income, net, of $4.6 million and $13.8 million for the three and nine months ended September 30, 2017, respectively.

ASU 2016-01

In January 2016, the FASB issued ASU No. 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities (ASU 2016-01), which updates certain aspects of recognition, measurement, presentation and disclosure of financial instruments. ASU 2016-01primarily impacts our accounting for certain equity investments that were previously accounted for under the cost method. Under ASU 2016-01, these investments, which do not have readily determinable fair values, are accounted for at cost minus impairment, adjusted for any observable price changes of similar investments of the same issuer. We adopted the amendments of ASU 2016-01 related to equity securities without readily determinable fair values on January 1, 2018 on a prospective basis.

ASU 2016-18

In November 2016, the FASB issued ASU No. 2016-18, Restricted Cash (ASU 2016-18), which requires the change in restricted cash to be included together with the change in cash and cash equivalents in our consolidated statement of cash flows. We adopted ASU 2016-18 on January 1, 2018 on a retrospective basis.

Recent Accounting Pronouncements

ASU 2016-02

In February 2016, the FASB issued ASU No. 2016-02, Leases (ASU 2016-02), which, for most leases, will result in lessees recognizing right-of-use assets and lease liabilities on the balance sheet and additional disclosures. ASU 2016-02, as amended by ASU No. 2018-11, Targeted Improvements, requires lessees and lessors to recognize and measure leases at the beginning of the earliest period presented using one of two modified retrospective approaches. A number of optional practical expedients may be applied in transition. ASU 2016-02 is effective for annual reporting periods beginning after December 15, ~~2017,~~2018, including interim periods within those fiscal ~~years.~~years, with early adoption permitted. We will adopt ASU ~~2017-07~~2016-02 on January 1, 2019 by recording the cumulative effect of adoption to our accumulated deficit.

Although we are currently evaluating the effect that ASU 2016-02 will have on our consolidated financial statements, the main impact of the adoption of this standard will be the recognition of right-of-use assets and lease liabilities in our consolidated balance sheet for those leases classified as operating leases under current U.S. GAAP. We do not intend to recognize right-of-use assets or lease liabilities for leases with a term of 12 months or less, as permitted by the short-term lease practical expedient in the standard. We also do not plan to apply the practical expedient that permits a lessee to account for lease and non-lease components in a contract as a single lease component and, accordingly, we will continue to account for these components separately. In transition, we plan to apply the practical expedients that permit us not to reassess (i) whether expired or existing contracts contain a lease under the new standard, (ii) the lease classification for expired or existing leases or (iii) whether previously-capitalized initial direct costs would qualify for capitalization under the new standard. In addition, we do not intend to use hindsight during transition.

For a summary of our undiscounted future minimum lease payments under non-cancellable operating leases as of September 30, 2018, see note 15. We currently do not expect ASU 2016-02 to have a significant impact on our consolidated statements of operations or cash flows.

LIBERTY GLOBAL PLC

Notes to Condensed Consolidated Financial Statements — (Continued)

September 30, 2018

(unaudited)

ASU 2018-15

In August 2018, the FASB issued ASU No. 2018-15, Customer’s Accounting for Implementation Costs Incurred in a ~~retrospective basis.~~Cloud Computing Arrangement that is a Service Contract (ASU 2018-15), which requires entities to defer implementation costs incurred that are related to the application development stage in a cloud computing arrangement that is a service contract. Deferred implementation costs will be amortized over the term of the cloud computing arrangement and presented in the same expense line item as the cloud computing arrangement. All other implementation costs will be expensed as incurred. ASU 2018-15 is effective for annual reporting periods beginning after December 15, 2019, including interim periods within those fiscal years, with early adoption permitted. We are currently evaluating the effect that ASU 2018-15 will have on our consolidated financial statements.

(3) Revenue Recognition and Related Costs

Policies

Our revenue recognition and certain other accounting policies, as revised to reflect the impacts of our adoption of ASU 2014-09, are set forth below.

Service Revenue — Cable Networks. We recognize revenue from the provision of video, broadband internet and fixed-line telephony services over our cable network to customers in the periods the related services are provided, with the exception of revenue recognized pursuant to certain contracts that contain promotional discounts, as described below. Installation fees related to services provided over our cable network are generally deferred and recognized as revenue over the contractual period, or longer if the upfront fee results in a material renewal right.

Sale of Multiple Products and Services. We sell video, broadband internet, fixed-line telephony and, in most of our markets, mobile services to our customers in bundled packages at a rate lower than if the customer purchased each product on a standalone basis. Revenue from bundled packages generally is allocated proportionally to the individual products or services based on the relative standalone selling price for each respective product or service.

Mobile Revenue — General. Consideration from mobile contracts is allocated to the airtime service component and the handset component based on the relative standalone selling prices of each component. In markets where we offer handsets and airtime services in separate contracts entered into at the same time, we account for these contracts as a single contract.

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

Mobile Revenue — Handset Revenue. Revenue from the sale of handsets is recognized at the point in which the goods have been transferred to the customer. Some of our mobile handset contracts that permit the customer to take control of the handset upfront and pay for the handset in installments over a contractual period may contain a significant financing component. For contracts with terms of one year or more, we recognize any significant financing component as revenue over the contractual period using the effective interest method. We do not record the effect of a significant financing component if the contractual period is less than one year.

B2B Revenue. We defer upfront installation and certain nonrecurring fees received on B2B contracts where we maintain ownership of the installed equipment. The deferred fees are amortized into revenue on a straight-line basis, generally over the longer of the term of the arrangement or the expected period of performance.

Contract Costs. Incremental costs to obtain a contract with a customer, such as incremental sales commissions, are generally recognized as assets and amortized to SG&A expenses over the applicable period benefited, which generally is the contract life. If, however, the amortization period is less than one year, we expense such costs in the period incurred.

Contract fulfillment costs, such as costs for installation activities for B2B customers, are recognized as assets and amortized to other operating costs over the applicable period benefited, which is generally the substantive contract term for the related service contract.

LIBERTY GLOBAL PLC

Notes to Condensed Consolidated Financial Statements — (Continued)

September 30, 2018

(unaudited)

Promotional Discounts. For subscriber promotions, such as discounted or free services during an introductory period, revenue is recognized uniformly over the contractual period if the contract has substantive termination penalties. If a contract does not have substantive termination penalties, revenue is recognized only to the extent of the discounted monthly fees charged to the subscriber, if any.

Subscriber Advance Payments. Payments received in advance for the services we provide are deferred and recognized as revenue when the associated services are provided.

Sales, Use and Other Value-Added Taxes. Revenue is recorded net of applicable sales, use and other value-added taxes.

For a disaggregation of our revenue by major category and by reportable and geographic segment, see note 16.

Contract Balances

The timing of revenue recognition may differ from the timing of invoicing our customers. We record a trade receivable when we have transferred goods or services to a customer but have not yet received payment. Our trade receivables are reported net of an allowance for doubtful accounts. Such allowance aggregated $55.6 millionand $89.5 million at September 30, 2018 and January 1, 2018, respectively.

If we transfer goods or services to a customer but do not have an unconditional right to payment, we record a contract asset. Contract assets typically arise from the uniform recognition of introductory promotional discounts over the contract period and accrued revenue for handset sales. Our contract assets were $38.0 million and $26.1 million as of September 30, 2018 and January 1, 2018, respectively. The current and long-term portions of our contract asset balance at September 30, 2018 are included within other current assets and other assets, net, respectively, in our condensed consolidated balance sheet.

We record deferred revenue when we receive payment prior to transferring goods or services to a customer. We primarily defer revenue for (i) installation and other upfront services and (ii) other services that are invoiced prior to when services are provided.Our deferred revenue balances were $802.3 million and $1,005.2 million as of September 30, 2018 and January 1, 2018, respectively. The decrease in deferred revenue for the nine months ended September 30, 2018 is primarily due to $781.3 million of revenue recognized that was included in our deferred revenue balance at January 1, 2018, partially offset by advanced billings in certain markets. The current and long-term portions of our deferred revenue balance at September 30, 2018 are included within deferred revenue and other long-term liabilities, respectively, in our condensed consolidated balance sheet.

Contract Costs

Our aggregate assets associated with incremental costs to obtain and fulfill our contracts were $69.9 million and $68.1 million at September 30, 2018 and January 1, 2018, respectively. The current and long-term portions of our assets related to contract costs at September 30, 2018 are included within other current assets and other assets, net, respectively, in our condensed consolidated balance sheet. We amortized $21.5 million and $72.8 million to operating costs and expenses during the three and nine months ended September 30, 2018, respectively, related to these assets.

Unsatisfied Performance Obligations

A large portion of our revenue is derived from customers who are not subject to contracts. Revenue from customers who are subject to contracts is generally recognized over the term of such contracts, which is typically 12 months for our residential service, one to three years for our mobile contracts and one to five years for our B2B contracts.

LIBERTY GLOBAL PLC

Notes to Condensed Consolidated Financial Statements — (Continued)

September 30, 2018

(unaudited)

(34) Acquisitions and Dispositions

2017 Acquisition

On June 19, 2017, Telenet acquired Coditel Brabant sprl, operating under the SFR brand (SFR BeLux), for a cash and debt free purchase price of €369.0 million ($410.3 million at the applicable rates) (the SFR BeLux Acquisition) after post-closing adjustments. SFR BeLux provides cable and mobile services to households and businesses in Belgium and Luxembourg.

Pending ~~Acquisitions~~and Completed Dispositions

Vodafone Disposal Group

On May 9, 2018, we reached an agreement (the Vodafone Agreement) to sell our operations in Germany, Romania, Hungary and the Czech Republic to Vodafone Group plc (Vodafone). The cash proceeds that we receive from the transaction will be calculated on the basis of the agreed enterprise value adjusted for the net debt and working capital of such businesses as of the closing date of the transaction, as well as other post-closing adjustments. Based on the net debt and working capital of such businesses as of December 31, 2017, the cash proceeds would be approximately €10.6 billion ($12.3 billion). The operations of Germany, Romania, Hungary and the Czech Republic are collectively referred to herein as the “Vodafone Disposal Group.”

Closing of the transaction is subject to various conditions, including regulatory approval, which is not expected until mid-2019. The Vodafone Agreement contains certain termination rights for both our company and Vodafone, including if closing has not occurred by November 9, 2019, or May 9, 2020 in certain limited circumstances. If the Vodafone Agreement terminates because the condition to obtain antitrust approval is not met, Vodafone has agreed to pay us a compensatory payment of €250.0 million ($290.4 million). Pursuant to the Vodafone Agreement, our company will retain all cash generated from the Vodafone Disposal Group through the closing of the transaction.

In connection with the sale of the Vodafone Disposal Group, we have agreed to provide certain transitional services for a period of up to four years. These services principally comprise network and information technology-related functions. The annual charges will depend on the actual level of services required by Vodafone.

UPC Austria

On July 31, 2018, we completed the sale of our Austrian operations, “UPC Austria,” to Deutsche Telekom AG (Deutsche Telekom). After considering debt, working capital and noncontrolling interest adjustments and $35.5 million (equivalent at the transaction date) of cash paid by our company to settle centrally-held vendor financing obligations associated with UPC Austria, we received net cash proceeds of $2,061.2 million (equivalent at the transaction date). A portion of the net proceeds were used to repay or redeem an aggregate $1.5 billion (equivalent at the applicable dates) principal amount of our outstanding debt, including (i) the repayment of $913.4 million (equivalent at the repayment date) principal amount under the UPC Holding Bank Facility, (ii) the redemption of $70.0 million (equivalent at the redemption date) principal amount of the UPCB SPE Notes and (iii) the redemption of $515.5 million (equivalent at the redemption date) principal amount of the VM Notes. The remaining net proceeds from the sale of UPC Austria were made available for general corporate purposes, including an additional $500.0 million of share repurchases, as further described in note 11.

In connection with the sale of UPC Austria, we recognized a gain of $1,098.1 million that includes cumulative foreign currency translation gains of $79.5 million. No income taxes were required to be provided on this gain, which is included in gain on disposal of discontinued operations, net of taxes, in our condensed consolidated statements of operations.

In connection with the sale of UPC Austria, we have agreed to provide certain transitional services to Deutsche Telekom for a period of up to four years. These services principally comprise network and information technology-related functions. The annual charges will depend on the actual level of services required by the purchaser. During the three months ended September 30, 2018, we recorded revenue of $6.5 million associated with these transitional services.

LIBERTY GLOBAL PLC

Notes to Condensed Consolidated Financial Statements — (Continued)

September 30, 2018

(unaudited)

Split-off Transaction

Prior to December 29, 2017, our share capital included (i) Liberty Global Class A, Class B and Class C ordinary shares (collectively, Liberty Global Shares) and (ii) LiLAC Class A, Class B and Class C (collectively, LiLAC Shares). On December 29, 2017, in order to effect the split-off of the LiLAC Group (the Split-off Transaction), we distributed 100% of the common shares (the Distribution) of Liberty Latin America Ltd. (Liberty Latin America) to the holders of our then outstanding LiLAC Shares. Just prior to the completion of the Split-off Transaction, all of the businesses, assets and liabilities of the LiLAC Group were transferred to Liberty Latin America, which was then a wholly-owned subsidiary of Liberty Global. Following the Distribution, the LiLAC Shares wereredesignated as deferred shares (which had virtually no economic rights) and Liberty Latin America became an independent publicly-traded company that is no longer consolidated by Liberty Global. No gain or loss was recognized in connection with the Split-off Transaction.

In connection with the Split-off Transaction, we entered into several agreements that govern certain transactions and other matters between our company and Liberty Latin America (the Split-off Agreements). During the nine months ended September 30, 2018, the impacts of the Split-off Agreements and other normal recurring transactions between our company and Liberty Latin America were not material.

Presentation of Discontinued Operations

Effective with the signing of the Vodafone Agreement, we began presenting the Vodafone Disposal Group as discontinued operations and, accordingly, we no longer depreciate or amortize the long-lived assets of such group. From December 22, 2017, the date we reached an agreement to sell UPC Austria, through the signing of the Vodafone Agreement, we accounted for UPC Austria as held for sale but did not present such entity as a discontinued operation as this disposal was not considered to be a strategic shift that would have a major effect on our operations and financial results. We ceased to depreciate or amortize the long-lived assets of UPC Austria on December 22, 2017. Effective with the signing of the Vodafone Agreement and in consideration of the additional disposals contemplated therein, we began presenting UPC Austria as a discontinued operation. Accordingly, UPC Austria and the Vodafone Disposal Group are presented as discontinued operations, as applicable, in our condensed consolidated balance sheets, statements of operations and cash flows. Our operations in Romania, Hungary and the Czech Republic are held through UPC Holding, as was UPC Austria prior to its sale on July 31, 2018. No debt, interest expense or derivative instruments of the UPC Holding borrowing group, other than with respect to certain borrowings that are direct obligations of the entities to be disposed, has been allocated to discontinued operations. Conversely, all of Unitymedia’s debt, interest expense and derivative instruments are included in discontinued operations as its debt and derivative instruments are direct obligations of entities within the Vodafone Disposal Group. As discussed above, a portion of the proceeds from the disposition of UPC Austria was used to reduce the outstanding debt of the UPC Holding borrowing group, and we expect that a portion of the proceeds from the pending disposition of the Vodafone Disposal Group will be used to further reduce the outstanding debt of the UPC Holding borrowing group.

In addition, the entities comprising the LiLAC Group are reflected as discontinued operations in our condensed consolidated statements of operations and cash flows for the three and nine months ended September 30, 2017.

LIBERTY GLOBAL PLC

Notes to Condensed Consolidated Financial Statements — (Continued)

September 30, 2018

(unaudited)

The carrying amounts of the major classes of assets and liabilities of the Vodafone Disposal Group as of September 30, 2018 are summarized below (in millions). These amounts exclude intercompany assets and liabilities that are eliminated within our condensed consolidated balance sheet.



Assets:
Current assets other than cash	$	393.9
Property and equipment, net	5,439.6
Goodwill	4,039.7
Other assets, net	460.9
Total assets	$	10,334.1

Liabilities:
Current portion of debt and capital lease obligations	$	715.8
Other accrued and current liabilities	1,091.6
Long-term debt and capital lease obligations	9,117.2
Other long-term liabilities	984.4
Total liabilities	$	11,909.0

The carrying amounts of the major classes of assets and liabilities of UPC Austria and the Vodafone Disposal Group as of December 31, 2017 are summarized below.These amounts exclude intercompany assets and liabilities that are eliminated within our condensed consolidated balance sheet.



	UPC Austria		Vodafone Disposal Group		Total
	in millions
Assets:
Current assets other than cash	$	29.2	$	238.9	$	268.1
Property and equipment, net	451.9		5,290.1		5,742.0
Goodwill	732.2		4,181.0		4,913.2
Other assets, net	3.2		482.7		485.9
Total assets	$	1,216.5	$	10,192.7	$	11,409.2

Liabilities:
Current portion of debt and capital lease obligations	$	0.8	$	486.9	$	487.7
Other accrued and current liabilities	77.7		1,022.3		1,100.0
Long-term debt and capital lease obligations	1.5		9,026.1		9,027.6
Other long-term liabilities	76.3		863.7		940.0
Total liabilities	$	156.3	$	11,399.0	$	11,555.3

LIBERTY GLOBAL PLC

Notes to Condensed Consolidated Financial Statements — (Continued)

September 30, 2018

(unaudited)

The operating results of UPC Austria, the Vodafone Disposal Group and the LiLAC Group for the periods indicated are summarized in the following tables.These amounts exclude intercompany revenue and expenses that are eliminated within our condensed consolidated statement of operations.



	UPC Austria (a)			Vodafone Disposal Group			Total
	in millions
Three months ended September 30, 2018
Revenue	$	35.7		$	872.4		$	908.1
Operating income	$	16.1		$	532.3		$	548.4

Earnings before income taxes and noncontrolling interests	$	16.0		$	427.5		$	443.5
Income tax expense	(4.1		)	(114.9		)	(119.0		)
Net earnings	11.9			312.6			324.5
Net earnings attributable to noncontrolling interests	(0.6		)	—			(0.6		)
Net earnings attributable to Liberty Global shareholders	$	11.3		$	312.6		$	323.9

_______________


(a)	Includes the operating results of UPC Austria from July 1, 2018 through July 31, 2018, the date UPC Austria was sold.



	UPC Austria (a)			Vodafone Disposal Group			Total
	in millions
Nine months ended September 30, 2018
Revenue	$	252.4		$	2,717.6		$	2,970.0
Operating income	$	139.0		$	1,263.8		$	1,402.8

Earnings before income taxes and noncontrolling interests	$	138.7		$	919.0		$	1,057.7
Income tax expense	(23.3		)	(241.7		)	(265.0		)
Net earnings	115.4			677.3			792.7
Net earnings attributable to noncontrolling interests	(4.2		)	—			(4.2		)
Net earnings attributable to Liberty Global shareholders	$	111.2		$	677.3		$	788.5

_______________


(a)	Includes the operating results of UPC Austria from January 1, 2018 through July 31, 2018, the date UPC Austria was sold.

LIBERTY GLOBAL PLC

Notes to Condensed Consolidated Financial Statements — (Continued)

September 30, 2018

(unaudited)



	UPC Austria			Vodafone Disposal Group			LiLAC Group			Total
	in millions
Three months ended September 30, 2017
Revenue	$	102.9		$	846.7		$	906.9		$	1,856.5
Operating income (loss)	$	39.6		$	272.1		$	(205.7	)	$	106.0

Earnings (loss) before income taxes and noncontrolling interests	$	39.6		$	110.9		$	(361.5	)	$	(211.0	)
Income tax benefit (expense)	(3.1		)	(20.9		)	17.9			(6.1		)
Net earnings (loss)	36.5			90.0			(343.6		)	(217.1		)
Net loss (earnings) attributable to noncontrolling interests	(1.8		)	—			12.4			10.6
Net earnings (loss) attributable to Liberty Global shareholders	$	34.7		$	90.0		$	(331.2	)	$	(206.5	)



	UPC Austria			Vodafone Disposal Group			LiLAC Group			Total
	in millions
Nine months ended September 30, 2017
Revenue	$	291.0		$	2,396.6		$	2,738.7		$	5,426.3
Operating income	$	109.7		$	682.1		$	84.5		$	876.3

Earnings (loss) before income taxes and noncontrolling interests	$	109.7		$	332.0		$	(319.4	)	$	122.3
Income tax expense	(8.9		)	(66.0		)	(57.3		)	(132.2		)
Net earnings (loss)	100.8			266.0			(376.7		)	(9.9		)
Net earnings attributable to noncontrolling interests	(5.0		)	—			(19.5		)	(24.5		)
Net earnings (loss) attributable to Liberty Global shareholders	$	95.8		$	266.0		$	(396.2	)	$	(34.4	)

Our basic and diluted earnings from discontinued operations attributable to Liberty Global shareholders per Liberty Global Share for the three and nine months ended September 30, 2018 and 2017 is presented below. These amounts relate to the operations of UPC Austria and the Vodafone Disposal Group.



	Three months ended				Nine months ended
	September 30,				September 30,
	2018		2017		2018		2017

Basic and diluted earnings from discontinued operations attributable to Liberty Global shareholders per Liberty Global Share	$	0.41	$	0.15	$	1.00	$	0.42

LIBERTY GLOBAL PLC

Notes to Condensed Consolidated Financial Statements — (Continued)

September 30, 2018

(unaudited)

Our basic and diluted lossfrom discontinued operations attributable to Liberty Global shareholders per LiLAC Share for the three and nine months ended September 30, 2017 is presented below. These amounts relate to the operations of the LiLAC Group.



	Three months ended September 30, 2017			Nine months ended September 30, 2017

Basic and diluted loss from discontinued operations attributable to Liberty Global shareholders per LiLAC Share	$	(1.93	)	$	(2.30	)

Weighted average ordinary shares outstanding (LiLAC Shares) - basic and diluted	171,304,720			172,051,945

Other

Multimedia. On October 18, 2016, our subsidiary UPC Polska SP Z.o.o. (UPC Poland) entered into a definitive agreement to acquire the cable business of Multimedia Polska S.A. (Multimedia), the third-largest cable operator in Poland, for cash consideration of 3.0 billion Polish zlotys ($821.1 million), which is equal to the enterprise value assigned to Multimedia for purposes of this transaction. We intend to finance the acquisition of Multimedia with existing liquidity. The final purchase price is subject to potential downward adjustments for the operational and financial performance of Multimedia prior to closing. The transaction is subject to customary closing conditions, including regulatory approval.Poland. On October 18, 2017, the Polish regulator issued a statement of objection against the proposed transaction on the basis that such transaction could restrict competition in a number of cities across the country. ~~We are in~~On March 23, 2018, UPC Poland withdrew its application for regulatory clearance to acquire Multimedia after failing to agree to revised commercial terms with the ~~process of responding~~sellers that take into account current regulatory and market conditions. The agreement to ~~the Polish regulator’s statement of objections and remain confident of clearance in due course. We do not expect the transaction to be completed in 2017.~~acquire Multimedia has been terminated.

~~2017 Acquisitions~~

~~Carve-out Entities. In connection with the C&W Acquisition, as defined and described below, and an acquisition made by C&W in 2015, certain entities (the~~ ~~Carve-out Entities) that hold licenses granted by the U.S. Federal Communications Commission (the~~ ~~FCC~~) were transferred to entities not controlled by our company or C&W. The arrangements with respect to the Carve-out Entities, which were executed in connection with the C&W Acquisition and the acquisition made by C&W in 2015, contemplated that upon receipt of regulatory approval, C&W would acquire the Carve-out Entities. On March 8, 2017, the FCC granted its approval for C&W’s acquisition of the Carve-out Entities. Accordingly, on April 1, 2017, subsidiaries of C&W acquired the Carve-out Entities (the ~~C&W Carve-out Acquisition) for an aggregate purchase price of $86.2 million, which represents the amount due under notes receivable that were exchanged for the equity of the Carve-out Entities.~~

~~SFR BeLux. On June 19, 2017, Telenet acquired Coditel Brabant sprl, operating under the SFR brand (SFR BeLux), for a cash and debt free purchase price of €391.0 million ($453.2 million at the transaction date), subject to certain adjustments (the~~ ~~SFR BeLux Acquisition). SFR BeLux provides cable services to households and businesses in Brussels, Wallonia and Luxembourg and offers mobile services in Belgium through a mobile virtual network operator (MVNO~~) agreement with BASE, as defined and described below. The SFR BeLux Acquisition was funded through a combination of €210.0 million ($247.9 million) of borrowings under the Telenet Credit Facility and existing liquidity of Telenet.

~~2016 Acquisitions~~

~~C&W.~~ ~~On May 16, 2016, we acquired C&W for shares of Liberty Global (the~~ ~~C&W Acquisition~~). The C&W Acquisition triggered regulatory approval requirements in certain jurisdictions in which C&W operates. The regulatory authorities in certain of these jurisdictions, including the Bahamas, Trinidad and Tobago and the Seychelles, have not completed their review of the C&W Acquisition or granted their approval. While we expect to receive all outstanding approvals, such approvals may include binding conditions or requirements that could have an adverse impact on C&W’s operations and financial condition.

LIBERTY GLOBAL PLC

Notes to Condensed Consolidated Financial Statements — (Continued)

September 30, ~~2017~~2018

(unaudited)

We have accounted for the C&W Acquisition using the acquisition method of accounting, whereby the total purchase price was allocated to the acquired identifiable net assets of C&W based on assessments of their respective fair values, and the excess of the purchase price over the fair values of these identifiable net assets was allocated to goodwill. A summary of the purchase price and the opening balance sheet of C&W at the May 16, 2016 acquisition date is presented in the following table. The opening balance sheet presented below reflects our final purchase price allocation (in millions):

Cash and cash equivalents $ 210.8
Other current assets 578.5
Property and equipment, net 2,914.2
Goodwill (a) 5,344.3
Intangible assets subject to amortization, net (b) 1,416.0
Other assets, net 577.8
Current portion of debt and capital lease obligations (94.1 )
Other accrued and current liabilities (753.2 )
Long-term debt and capital lease obligations (3,305.4 )
Other long-term liabilities (751.8 )
Noncontrolling interests (c) (1,453.2 )
Total purchase price (d) $ 4,683.9

~~_______________~~


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


~~(b)~~	~~Amount primarily includes intangible assets related to customer relationships. The weighted average useful life ofC&W’s intangible assets at the May 16, 2016 acquisition date was approximately nine years.~~


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

~~(d)~~

The total purchase price (i) includes the issuance of Liberty Global Shares and LiLAC Shares that were collectively valued at $4,490.1 million and a special cash dividend of $193.8 million and (ii) excludes direct acquisition costs of $135.0 million, most of which were incurred during 2016. Direct acquisition costs are included in impairment, restructuring and other operating items, net, in our consolidated statements of operations.

~~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 a mobile network operator in Belgium.~~

~~LIBERTY GLOBAL PLC~~

~~Notes to Condensed Consolidated Financial Statements — (Continued)~~

~~September 30, 2017~~

~~(unaudited)~~

~~Pro Forma Information~~

The following unaudited pro forma condensed consolidated operating results give effect to the C&W Acquisition and the BASE Acquisition as if they had been completed as of January 1, 2015. No effect has been given to the C&W Carve-out Acquisition or the SFR BeLux Acquisition as the assumed completion of these acquisitions on January 1, 2016 would not have had a significant impact on our results of operations for the three and nine months ended September 30, 2016. These pro forma amounts are not necessarily indicative of the operating results that would have occurred if these transactions had occurred on such date. The pro forma adjustments are based on certain assumptions that we believe are reasonable.

Three months ended
September 30, 2016

Nine months ended
September 30, 2016
Revenue (in millions):
Liberty Global Group $ 4,313.1
$ 13,142.8
LiLAC Group 894.1
2,698.3
Total $ 5,207.2
$ 15,841.1

Net earnings (loss) attributable to Liberty Global shareholders (in millions):
Liberty Global Shares $ (167.7 ) $ (297.6 )
LiLAC Shares (79.8 ) 28.3
Total $ (247.5 ) $ (269.3 )

Basic and diluted earnings (loss) attributable to Liberty Global shareholders per share:
Liberty Global Shares $ (0.18 ) $ (0.32 )
LiLAC Shares $ (0.46 ) $ 0.29

~~(4)~~(5) Investments

The details of our investments are set forth below:


Accounting Method		September 30, 2017		December 31, 2016			September 30, 2018		December 31, 2017
		in millions					in millions
Equity (a):	Equity (a):					Equity (a):
VodafoneZiggo JV (b)	VodafoneZiggo JV (b)	$	4,360.7	$	4,186.6	VodafoneZiggo JV (b)	$	3,876.2	$	4,162.8
Other	Other	161.9		142.7		Other	169.7		161.8
Total — equity	Total — equity	4,522.6		4,329.3		Total — equity	4,045.9		4,324.6
Fair value:	Fair value:					Fair value:
ITV plc (ITV) — subject to re-use rights	ITV plc (ITV) — subject to re-use rights	932.5		1,015.4		ITV plc (ITV) — subject to re-use rights	820.4		892.0
Sumitomo Corporation (Sumitomo)(c)	Sumitomo Corporation (Sumitomo)(c)	656.1		538.4		Sumitomo Corporation (Sumitomo)(c)	—		776.5
ITI Neovision S.A.		151.3		129.3
ITI Neovision S.A. (ITI Neovision)						ITI Neovision S.A. (ITI Neovision)	164.4		161.9
Lions Gate Entertainment Corp (Lionsgate)	Lions Gate Entertainment Corp (Lionsgate)	163.1		128.6		Lions Gate Entertainment Corp (Lionsgate)	119.2		163.9
Casa Systems, Inc. (Casa)						Casa Systems, Inc. (Casa)	65.4		76.3
Other	Other	257.8		245.5		Other	307.0		244.7
Total — fair value	Total — fair value	2,160.8		2,057.2		Total — fair value	1,476.4		2,315.3
Cost		123.4		97.2
Cost (d)						Cost (d)	—		31.5
Total	Total	$	6,806.8	$	6,483.7	Total	$	5,522.3	$	6,671.4

_______________


(a)	At September 30, ~~2017~~2018 and December 31, ~~2016,~~2017, the ~~aggregate~~ carrying amounts of each of our equity method investments did not materially exceed our proportionate share of the respective ~~investees’~~investee’s net assets.

~~LIBERTY GLOBAL PLC~~

~~Notes to Condensed Consolidated Financial Statements — (Continued)~~

~~September 30, 2017~~

~~(unaudited)~~

(b)

Amounts include a related-party euro-denominated note receivable (the VodafoneZiggo JV Receivable) with a principal amount of ~~$1,180.3~~$1,045.3 million and ~~$1,054.7~~$1,081.9 million, respectively, due from a subsidiary of the VodafoneZiggo JV (as defined below) to a subsidiary of Liberty Global. The VodafoneZiggo JV Receivable bears interest at 5.55% and requires €100.0 million ($~~118.0~~116.1 million) of principal to be paid annually ~~during the first three years of the agreement,~~through December 31, 2019, with the remaining principal due on January 16, 2027. The accrued interest on the VodafoneZiggo JV Receivable will be payable in a manner mutually agreed upon by Liberty Global and the VodafoneZiggo JV. During the ~~three and~~ nine months ended September 30, ~~2017,~~2018, interest ~~accrued~~ on the VodafoneZiggo JV Receivable was ~~$16.9~~$45.1 million, ~~and $47.5 million, respectively,~~ all of which ~~has been~~was cash settled.


(c)	In August 2018, we used the remaining shares of Sumitomo that were held by our company to settle the outstanding amount under the Sumitomo Share Loan.


(d)	As a result of the January 1, 2018 adoption of ASU 2016-01, all of our cost investments have been reclassified to fair value investments.

For information regarding the impact of the adoption of ASU 2014-09 on our accumulated deficit and our investment in the VodafoneZiggo JV, see note 2.

LIBERTY GLOBAL PLC

Notes to Condensed Consolidated Financial Statements — (Continued)

September 30, 2018

(unaudited)

Equity Method Investments

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


	Three months ended September 30,						Nine months ended September 30,						Three months ended September 30,						Nine months ended September 30,
	2017			2016			2017			2016			2018			2017			2018			2017
	in millions												in millions

VodafoneZiggo JV (a)	$	(23.4	)	$	—		$	(18.2	)	$	—		$	(8.5	)	$	(23.4	)	$	(98.5	)	$	(18.2	)
Other	(2.8		)	(16.1		)	(25.1		)	(71.2		)	(2.6		)	(3.4		)	(31.4		)	(27.9		)
Total	$	(26.2	)	$	(16.1	)	$	(43.3	)	$	(71.2	)	$	(11.1	)	$	(26.8	)	$	(129.9	)	$	(46.1	)

_______________

(a)

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

VodafoneZiggo JV. On December 31, 2016, one of our wholly-owned subsidiaries contributed ~~Ziggo Group~~VodafoneZiggo Holding B.V. and its subsidiaries ~~(including Liberty Global Netherlands Content B.V., referred to herein as “~~(~~Ziggo Sport~~VodafoneZiggo Holding”) to VodafoneZiggo Group Holding B.V., ~~a newly-formed~~an entity that was formed as a 50:50 joint venture (the “VodafoneZiggo JV”) between Vodafone ~~Group plc (Vodafone~~) and Liberty Global. Ziggo Sport, which became a subsidiary of Ziggo Group Holding during the fourth quarter of 2016, operates premium sports channels in the Netherlands. As a result of the formation of the VodafoneZiggo JVGlobal (the VodafoneZiggo JV Transaction)~~, effective December 31, 2016, we no longer consolidate Ziggo Group Holding.~~.

On January 4, 2017, in connection with the completion of the VodafoneZiggo JV Transaction, we received cash of €2.2 billion ($2.4 billion at the transaction date) comprising (i) a distribution reflecting our 50% share of the €2.8 billion ($2.9 billion at the transaction date) of net proceeds from the various debt financing arrangements entered into by certain subsidiaries of ~~Ziggo Group~~VodafoneZiggo Holding during the third quarter of 2016 and (ii) an equalization payment from Vodafone of €802.9 million ($840.8 million at the transaction date) that was subject to post-closing adjustments. ~~At December 31, 2016, our right to receive this cash is reflected as a current receivable from the VodafoneZiggo JV in our condensed consolidated balance sheet.~~ During the second quarter of 2017, the equalization ~~payment~~ amount was finalized, resulting in the receipt of an additional €3.9 million ($4.5 million at the transaction date) ~~being received~~ from Vodafone.

During the first quarter of 2017, we paid $162.6 million of VAT on behalf of the VodafoneZiggo JV associated with the termination of a services agreement with Ziggo Group Holding B.V. that was in effect prior to the closing of the VodafoneZiggo JV Transaction. This advance was repaid during the first quarter of 2017. In addition, during the first nine months of 2018 and 2017, we received ~~dividends~~dividend distributions from the VodafoneZiggo JV ~~aggregating~~of $189.9 million and $163.7 million, respectively, which were accounted for as returns on capital for purposes of our condensed consolidated ~~statement~~statements of cash flows.

~~LIBERTY GLOBAL PLC~~

~~Notes to Condensed Consolidated Financial Statements — (Continued)~~

~~September 30, 2017~~

~~(unaudited)~~

Pursuant to an agreement entered into in connection with the formation of the VodafoneZiggo JV ~~Transaction~~ (the Framework Agreement), Liberty Global provides certain services to the VodafoneZiggo JV on a transitional or ongoing basis (collectively, the JV Services). Pursuant to the terms of the Framework Agreement, the ongoing services will be provided for a period of four to six years depending on the type of service, while transitional services will be provided for a period of not less than 12 months, after which both parties shall be entitled to terminate the Framework Agreement based on specified notice periods. The JV Services provided by Liberty Global consist primarily of (i) technology and other services and (ii) capital-related expenditures for assets that will be used by, or will otherwise benefit, the VodafoneZiggo JV. Liberty Global charges both fixed and usage-based fees to the VodafoneZiggo JV for the JV Services provided during the term of the Framework Agreement. ~~During~~We recorded revenue from the VodafoneZiggo JV of $44.5 million and $37.1 million during the three months ended September 30, 2018 and 2017, respectively, and $132.8 million and $100.4 million during the nine months ended September 30, 2018 and 2017, respectively. These amounts include revenue from (a) the JV Services and (b) during the 2018 periods, sales of customer premises equipment at a mark-up. In addition, during the nine months ended September 30, 2018 and 2017, we ~~recorded revenue~~purchased certain assets on the VodafoneZiggo JV’s behalf with an aggregate cost of ~~$37.1~~$12.3 million and ~~$100.4~~$139.8 million, ~~respectively, related to the JV Services. In addition, at~~respectively. At September 30, 2018 and December 31, 2017, ~~$48.8~~$24.0 million ~~was~~and $33.3 million,respectively,were due from the VodafoneZiggo JV, primarily related to ~~(a) services performed under~~ the ~~Framework Agreement and (b) amounts incurred by Liberty Global for certain equipment and licenses purchased on behalf of~~aforementioned transactions. Amounts due from the VodafoneZiggo ~~JV. This amount,~~JV, which isare periodically cash settled, isare included in other current assets in our condensed consolidated balance sheet.

LIBERTY GLOBAL PLC

Notes to Condensed Consolidated Financial Statements — (Continued)

September 30, 2018

(unaudited)

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

The summarized results of operations of the VodafoneZiggo JV are set forth below:


	Three months ended September 30, 2017			Nine months ended September 30, 2017			Three months ended September 30,						Nine months ended September 30,
	Three months ended September 30, 2017			Nine months ended September 30, 2017			2018			2017			2018			2017
	in millions						in millions

Revenue	$	1,173.6		$	3,353.9		$	1,138.1		$	1,167.2		$	3,468.5		$	3,335.1
Loss before income taxes	$	(115.7	)	$	(184.9	)	$	(96.1	)	$	(115.7	)	$	(381.6	)	$	(181.2	)
Net loss	$	(79.6	)	$	(128.3	)	$	(74.9	)	$	(79.6	)	$	(283.1	)	$	(125.9	)

(56) Derivative Instruments

In general, we ~~seek to~~ enter into derivative instruments to protect against (i) increases in the interest rates on our variable-rate debt, (ii) foreign currency movements, particularly with respect to borrowings that are denominated in a currency other than the functional currency of the borrowing entity, ~~(ii) increases in the interest rates on our variable-rate debt~~ and (iii) decreases in the market prices of certain publicly traded securities that we own. In this regard, through our subsidiaries, we have entered into various derivative instruments to manage interest rate exposure and foreign currency exposure primarily with respect to the U.S. dollar ($), the euro (€), the British pound sterling (£), the Swiss franc (CHF), the ~~Chilean peso (CLP), the Colombian peso (COP), the~~ Czech koruna (CZK), the Hungarian forint (HUF~~), the Indian rupee (INR), the Jamaican dollar (JMD), the Philippine peso (PHP~~), the Polish zloty (PLN) and the Romanian lei (RON). With the exception of a limited number of our foreign currency forward contracts, we do not apply hedge accounting to our derivative instruments. Accordingly, changes in the fair values of most of our derivative instruments are recorded in realized and unrealized gains or losses on derivative instruments, net, in our condensed consolidated statements of operations.

LIBERTY GLOBAL PLC

Notes to Condensed Consolidated Financial Statements — (Continued)

September 30, ~~2017~~2018

(unaudited)

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

September 30, 2017 December 31, 2016
Current (a) Long-term (a) Total Current (a) Long-term (a) Total
in millions
Assets:
Cross-currency and interest rate derivative contracts:
Liberty Global Group $ 318.0
$ 1,358.1
$ 1,676.1
$ 337.5
$ 2,123.1
$ 2,460.6
LiLAC Group 10.0
44.5
54.5
6.9
139.0
145.9
Total cross-currency and interest rate derivative contracts (b) 328.0
1,402.6
1,730.6
344.4
2,262.1
2,606.5
Equity-related derivative instruments – Liberty Global Group (c) —
567.2
567.2
37.1
486.9
524.0
Foreign currency forward and option contracts:

Liberty Global Group 16.9
2.4
19.3
30.7
14.1
44.8
LiLAC Group —
—
—
0.3
—
0.3
Total foreign currency forward and option contracts 16.9
2.4
19.3
31.0
14.1
45.1
Other – Liberty Global Group 0.3
0.4
0.7
0.2
0.3
0.5
Total assets:
Liberty Global Group 335.2
1,928.1
2,263.3
405.5
2,624.4
3,029.9
LiLAC Group 10.0
44.5
54.5
7.2
139.0
146.2
Total $ 345.2

$ 1,972.6

$ 2,317.8

$ 412.7

$ 2,763.4

$ 3,176.1

Liabilities:
Cross-currency and interest rate derivative contracts:
Liberty Global Group $ 267.4
$ 1,242.1
$ 1,509.5
$ 239.1
$ 999.6
$ 1,238.7
LiLAC Group 27.0
17.8
44.8
24.6
28.9
53.5
Total cross-currency and interest rate derivative contracts (b) 294.4
1,259.9
1,554.3
263.7
1,028.5
1,292.2
Equity-related derivative instruments – Liberty Global Group (c) 10.7
—
10.7
8.6
—
8.6
Foreign currency forward and option contracts:
Liberty Global Group 15.0
0.5
15.5
4.7
0.1
4.8
LiLAC Group 6.5
1.0
7.5
4.2
—
4.2
Total foreign currency forward and option contracts 21.5
1.5
23.0
8.9
0.1
9.0
Other – Liberty Global Group —
—
—
—
0.1
0.1
Total liabilities:
Liberty Global Group 293.1
1,242.6
1,535.7
252.4
999.8
1,252.2
LiLAC Group 33.5
18.8
52.3
28.8
28.9
57.7
Total $ 326.6

$ 1,261.4

$ 1,588.0

$ 281.2

$ 1,028.7

$ 1,309.9

~~LIBERTY GLOBAL PLC~~

~~Notes to Condensed Consolidated Financial Statements — (Continued)~~

~~September 30, 2017~~

~~(unaudited)~~



	September 30, 2018						December 31, 2017
	Current (a)		Long-term (a)		Total		Current (a)		Long-term (a)		Total
	in millions
Assets:
Cross-currency and interest rate derivative contracts (b)	$	353.5	$	1,303.7	$	1,657.2	$	477.0	$	1,071.9	$	1,548.9
Equity-related derivative instruments (c)	7.5		561.0		568.5		—		560.9		560.9
Foreign currency forward and option contracts	7.5		0.1		7.6		17.0		0.1		17.1
Other	0.5		—		0.5		0.4		0.4		0.8
Total	$	369.0	$	1,864.8	$	2,233.8	$	494.4	$	1,633.3	$	2,127.7

Liabilities:
Cross-currency and interest rate derivative contracts (b)	$	291.4	$	1,129.3	$	1,420.7	$	210.2	$	1,557.7	$	1,767.9
Equity-related derivative instruments (c)	1.6		—		1.6		5.4		—		5.4
Foreign currency forward and option contracts	0.8		—		0.8		7.7		0.2		7.9
Other	—		0.1		0.1		—		—		—
Total	$	293.8	$	1,129.4	$	1,423.2	$	223.3	$	1,557.9	$	1,781.2

_______________


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

(b)

We consider credit risk relating to our and our counterparties’ nonperformance in the fair value assessment of our derivative instruments. In all cases, the adjustments take into account offsetting liability or asset positions within each of our ~~primary~~subsidiary borrowing groups (as defined and described in note 8)9). The changes in the credit risk valuation adjustments associated with our cross-currency and interest rate derivative contracts resulted in a net gain (loss) of ~~$37.3~~($23.9 million) and ~~$80.4~~$25.6 million during the three months ended September 30, ~~2017~~2018 and ~~2016,~~2017, respectively, and a netgain (loss) of ~~$182.6~~($51.8 million) and $134.6 million~~and~~ ~~$87.5 million~~ during the nine months ended September 30, ~~2017~~2018 and ~~2016,~~2017, respectively. These amounts are included in realized and unrealizedgains (losses) on derivative instruments, net, in our condensed consolidated statements of operations. For further information regarding our fair value measurements, see note 6.7.

(c)

Our equity-related derivative instruments primarily include the fair value of (i) the share collar (the ITV Collar) with respect to ITV shares held by our company, (ii) the prepaid forward transaction (the Lionsgate Forward) with respect to 1.25 million of our voting and 1.25 million of our non-voting Lionsgate shares and (iii) at December 31, 2017, the share collar (the Sumitomo Collar) with respect to a portion of the shares of Sumitomo held by our ~~company and (iii)~~company. On May 22, 2018, we settled the ~~prepaid forward transaction (the~~ ~~Lionsgate Forward) with respect to2.5 million~~final tranche of the ~~shares~~Sumitomo Collar and related borrowings with a portion of ~~Lionsgate~~the existing Sumitomo shares held by our company. The aggregate market value of these shares on the transaction date was $159.3 million.The fair values of the ITV ~~Collar, the Sumitomo~~ Collar and the Lionsgate Forward do not include credit risk valuation adjustments as we assume that any losses incurred by our company in the event of nonperformance by the respective counterparty would be, subject to relevant insolvency laws, fully offset against amounts we owe to such counterparty pursuant to the related secured borrowing arrangements.

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

Three months ended Nine months ended
September 30, September 30,
2017 2016 2017 2016
in millions
Cross-currency and interest rate derivative contracts:

Liberty Global Group $ (289.2 ) $ (300.1 ) $ (1,099.9 ) $ (235.7 )
LiLAC Group (70.5 ) (52.4 ) (107.8 ) (233.6 )
Total cross-currency and interest rate derivative contracts (359.7 ) (352.5 ) (1,207.7 ) (469.3 )
Equity-related derivative instruments – Liberty Global Group:

ITV Collar 44.2
(46.8 ) 154.4
466.9
Sumitomo Collar (29.5 ) (38.8 ) (50.8 ) 96.2
Lionsgate Forward (7.3 ) (0.1 ) (9.3 ) 21.9
Other 1.2
0.7
(4.2 ) 1.6
Total equity-related derivative instruments 8.6
(85.0 ) 90.1

586.6
Foreign currency forward contracts:

Liberty Global Group (6.4 ) 2.6
(25.0 ) 0.7
LiLAC Group (8.1 ) (1.4 ) (7.3 ) (10.3 )
Total foreign currency forward contracts (14.5 ) 1.2
(32.3 ) (9.6 )
Other – Liberty Global Group (0.3 ) (0.1 ) 0.4
(0.8 )

Total Liberty Global Group (287.3 ) (382.6 ) (1,034.4 ) 350.8
Total LiLAC Group (78.6 ) (53.8 ) (115.1 ) (243.9 )
Total $ (365.9 )
$ (436.4 )
$ (1,149.5 )
$ 106.9

LIBERTY GLOBAL PLC

Notes to Condensed Consolidated Financial Statements — (Continued)

September 30, ~~2017~~2018

(unaudited)

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



	Three months ended						Nine months ended
	September 30,						September 30,
	2018			2017			2018			2017
	in millions
Cross-currency and interest rate derivative contracts	$	(18.4	)	$	(188.4	)	$	489.8		$	(847.5	)
Equity-related derivative instruments:
ITV Collar	76.5			44.2			16.5			154.4
Lionsgate Forward	0.2			(7.3		)	12.6			(9.3		)
Sumitomo Collar	—			(29.5		)	(11.8		)	(50.8		)
Other	0.2			1.2			2.4			(4.2		)
Total equity-related derivative instruments	76.9			8.6			19.7			90.1
Foreign currency forward and option contracts	6.7			(7.5		)	20.6			(26.5		)
Other	0.3			(0.1		)	(0.4		)	0.4
Total	$	65.5		$	(187.4	)	$	529.7		$	(783.5	)

The net cash received or paid related to our derivative instruments is classified as an operating, investing or financing activity in our condensed consolidated statements of cash flows based on the objective of the derivative instrument and the classification of the applicable underlying cash flows. For foreign currency forward contracts that are used to hedge capital expenditures, the net cash received or paid is classified as an adjustment to capital expenditures in our condensed consolidated statements of cash flows. For derivative contracts that are terminated prior to maturity, the cash paid or received upon termination that relates to future periods is classified as a financing activity. The following table sets forth the classification of ~~these~~the net cash inflows (outflows) ~~is as follows:~~of our derivative instruments:

Nine months ended
September 30,
2017 2016
in millions
Operating activities:
Liberty Global Group $ 143.6
$ 24.2
LiLAC Group (23.7 ) 0.5
Total operating activities 119.9
24.7
Investing activities:
Liberty Global Group (0.5 ) —
LiLAC Group (2.6 ) (1.7 )
Total investing activities (3.1 ) (1.7 )
Financing activities – Liberty Global Group (104.3 ) (39.5 )
Total cash inflows (outflows):
Liberty Global Group 38.8
(15.3 )
LiLAC Group (26.3 ) (1.2 )
Total $ 12.5
$ (16.5 )



	Nine months ended
	September 30,
	2018		2017
	in millions
Operating activities	$	34.3	$	101.4
Investing activities	—		(0.5		)
Financing activities	46.6		(139.9		)
Total	$	80.9	$	(39.0	)

Counterparty Credit Risk

We are exposed to the risk that the counterparties to the derivative instruments of our subsidiary borrowing groups will default on their obligations to us. We manage these credit risks through the evaluation and monitoring of the creditworthiness of, and concentration of risk with, the respective counterparties. In this regard, credit risk associated with our derivative instruments is spread across a relatively broad counterparty base of banks and financial institutions. With the exception of a limited number of instances where we have required a counterparty to post collateral, neither party has posted collateral under the derivative instruments of our subsidiary borrowing groups. At September 30, ~~2017,~~2018, our exposure to counterparty credit risk included derivative assets with an aggregate fair value of ~~$413.6~~$520.9 million.

LIBERTY GLOBAL PLC

Notes to Condensed Consolidated Financial Statements — (Continued)

September 30, ~~2017~~2018

(unaudited)

Details of our Derivative Instruments

Cross-currency Derivative Contracts

As noted above, we are exposed to foreign currency exchange rate risk in situations where our debt is denominated in a currency other than the functional currency of the operations whose cash flows support our ability to repay or refinance such debt. Although weWe generally ~~seek to~~ match the denomination of ~~our and~~ our subsidiaries’ borrowings with the functional currency of the supporting operations ~~that are supporting the respective borrowings, market conditions~~ or, ~~other factors may cause us to enter into borrowing arrangements that are not denominated in the functional currency of the underlying operations (unmatched debt). Our policy~~when it is ~~generally to~~more cost effective, we provide for an economic hedge against foreign currency exchange rate movements by using derivative instruments to synthetically convert unmatched debt into the applicable underlying currency. At September 30, ~~2017,~~2018, substantially all of our debt was either directly or synthetically matched to the applicable functional currencies of the underlying operations. The following table sets forth the total notional amounts and the related weighted average remaining contractual lives of our cross-currency swap contracts at September 30, ~~2017:~~2018:


Borrowing group		Notional amount due from counterparty		Notional amount due to counterparty			Weighted average remaining life		Notional amount due from counterparty		Notional amount due to counterparty			Weighted average remaining life
		in millions					in years		in millions					in years

Virgin Media	Virgin Media	$	400.0	€	339.6		5.3	Virgin Media	$	400.0	€	339.6		4.3
		$	8,933.0	£	5,844.3	(a) (b)	6.0		$	8,385.0	£	5,505.0	(a) (b)	5.1
		£	30.3	$	50.0	(a)	2.0		£	2,365.8	$	3,400.0	(a)	6.3

UPC Holding	UPC Holding	$	2,390.0	€	1,973.7		6.1	UPC Holding	$	2,425.0	€	2,003.0		5.9
		€	379.2	$	425.0	(a)	6.9		$	1,200.0	CHF	1,107.5	(b)	6.5
		$	1,000.0	CHF	922.0	(b)	6.4		€	2,057.0	CHF	2,347.9	(b)	6.1
		€	2,415.2	CHF	2,781.0		5.4		€	299.2	CZK	8,221.8		2.0
		€	418.5	CZK	11,521.8		2.8		€	375.5	HUF	105,911.9		3.3
		€	488.0	HUF	138,437.5		4.3		€	822.9	PLN	3,484.5		3.0
		€	851.6	PLN	3,604.5		4.0		€	217.2	RON	610.0		3.4
		€	225.9	RON	650.0		4.4

Unitymedia		$	3,305.0	€	2,562.1		6.0
		€	89.4	$	100.0		5.3

Telenet	Telenet	$	2,300.0	€	2,067.6		7.4	Telenet	$	3,670.0	€	3,243.6	(b)	6.8
		€	520.1	$	595.0	(a)	6.8		€	1,431.2	$	1,600.0	(a)	6.7

C&W		$	108.3	JMD	13,817.5		5.3
		$	35.4	COP	106,000.0		4.8
		£	146.7	$	194.3		1.5

VTR Finance		$	1,400.0	CLP	951,390.0		4.6

_______________

(a)

Includes certain derivative instruments that do not involve the exchange of notional amounts at the inception and maturity of the instruments. Accordingly, the only cash flows associated with these derivative instruments are coupon-related payments and receipts. At September 30, ~~2017,~~2018, the total U.S. dollar equivalents of the notional ~~amounts~~amount of these derivative instruments ~~for the Virgin Media, UPC Holding and Telenet borrowing groups~~ ~~were $515.6 million, $447.6 million and $613.8 million, respectively.~~was $5.1 billion.

~~LIBERTY GLOBAL PLC~~

~~Notes to Condensed Consolidated Financial Statements — (Continued)~~

~~September 30, 2017~~

~~(unaudited)~~


(b)	Includes certain derivative instruments that are “forward-starting,” such that the initial exchange occurs at a date subsequent to September 30, ~~2017.~~2018. These instruments are typically entered into in order to extend existing hedges without the need to amend existing contracts.

LIBERTY GLOBAL PLC

Notes to Condensed Consolidated Financial Statements — (Continued)

September 30, 2018

(unaudited)

Interest Rate ~~Derivative~~Swap Contracts

As noted above, we enter into interest rate swaps to protect against increases in the interest rates on our variable-rate debt. Pursuant to these derivative instruments, we typically pay fixed interest rates and receive variable interest rates on specified notional amounts. The following table sets forth the total U.S. dollar equivalents of the notional amounts and the related weighted average remaining contractual lives of our interest rate swap contracts at September 30, ~~2017:~~2018:

Borrowing group Notional amount due from counterparty Weighted average remaining life
in millions in years

Virgin Media (a) $ 8,745.5
4.8

UPC Holding (a) $ 4,661.9
6.8

Unitymedia $ 316.5
5.3

Telenet (a) $ 5,410.5
6.4

C&W (a) $ 2,925.0
6.6

Liberty Puerto Rico $ 675.0
3.5



	Borrowing group pays fixed rate (a)			Borrowing group receives fixed rate
Borrowing group	Notional amount		Weighted average remaining life	Notional amount		Weighted average remaining life
	in millions		in years	in millions		in years

Virgin Media	$	19,373.0	3.4	$	11,658.4	5.4

UPC Holding	$	5,843.8	4.8	$	4,028.5	7.1

Telenet	$	3,904.6	5.5	$	1,657.3	5.0

_______________


(a)	Includes forward-starting derivative instruments.

Interest Rate Swap Options

We have entered into various interest rate swap options (swaptions), which give us the right, but not the obligation, to enter into certain interest rate swap contracts at set dates in the future, with each such contract having a life of no more than three years. At the transaction date, the strike rate of each of these contracts was above the corresponding market rate. The following table sets forth certain information regarding our swaptions at September 30, 2018:



Borrowing group	Notional amount		Underlying swap currency	Weighted average option expiration period (a)	Weighted average strike rate (b)
	in millions			in years

Virgin Media	$	6,203.3	£	1.2	2.47%
	$	597.9	€	1.1	2.08%

UPC Holding	$	1,349.5	CHF	0.3	1.22%

______________


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


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

LIBERTY GLOBAL PLC

Notes to Condensed Consolidated Financial Statements — (Continued)

September 30, 2018

(unaudited)

Basis Swaps

Our basis swaps involve the exchange of attributes used to calculate our floating interest rates, including (i) the benchmark rate, (ii) the underlying currency and/or (iii) the borrowing period. We typically enter into these swaps to optimize our interest rate profile based on our current evaluations of yield curves, our risk management policies and other factors. The following table sets forth the total U.S. dollar equivalents of the notional amounts and related weighted average remaining contractual lives of our basis swap contracts at September 30, ~~2017:~~2018:


Borrowing group		Notional amount due from counterparty		Weighted average remaining life		Notional amount due from counterparty (a)		Weighted average remaining life
		in millions		in years		in millions		in years

Virgin Media ~~(a)~~	Virgin Media ~~(a)~~	$	7,958.6	0.6	Virgin Media ~~(a)~~	$	8,495.5	0.6

UPC Holding ~~(a)~~	UPC Holding ~~(a)~~	$	4,300.0	0.8	UPC Holding ~~(a)~~	$	3,620.0	0.6

Unitymedia		$	855.0	1.0

Telenet (a)		$	4,100.0	0.8

C&W (a)		$	2,925.0	0.8
Telenet					Telenet	$	3,675.0	0.6

~~LIBERTY GLOBAL PLC~~

~~Notes to Condensed Consolidated Financial Statements — (Continued)~~

~~September 30, 2017~~

~~(unaudited)~~

_______________


(a)	Includes forward-starting derivative instruments.

Interest Rate Caps and Collars

We enter into interest rate cap and collar agreements that lock in a maximum interest rate if variable rates rise, but also allow our company to benefit, to a limited extent in the case of collars, from declines in market rates. At September 30, ~~2017,~~2018, the total U.S. dollar equivalents of the notional amounts of our interest rate caps and collars were ~~$603.7~~$260.8 million and ~~$669.8~~$659.1 million, respectively.

Impact of Derivative Instruments on Borrowing Costs

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



Borrowing group		~~Increase (decrease)~~Decrease to borrowing costs at September 30, ~~2017~~2018 (a)


~~Liberty Global Group borrowing groups~~			~~0.03~~	%
	Virgin Media		~~0.09~~	%
	~~Telenet~~		~~0.04~~	%
	~~Unitymedia~~		(~~0.53~~0.41	)%
		UPC Holding		~~0.69~~	%
~~LiLAC Group borrowing groups~~			~~0.39~~	%
	~~C&W~~		~~0.62~~	%
	~~VTR Finance~~		(~~0.52~~0.02	)%
Telenet		~~Liberty Puerto Rico~~(0.48	~~0.75~~)%
Total decrease to borrowing costs		(0.33	)%

_______________


(a)	Represents the effect of derivative instruments in effect at September 30, ~~2017~~2018 and does not include forward-starting derivative ~~instruments.~~instruments or swaptions.

Foreign Currency Forwards and Options

Certain of our subsidiaries enter into foreign currency forward and option contracts with respect to non-functional currency exposure. As of September 30, ~~2017,~~2018, the total U.S. dollar equivalents of the notional amount of foreign currency forward and option contracts was ~~$1,469.1~~$412.9 million.

~~Equity-related Derivatives~~

~~On May 22, 2017, we settled the third tranches of the Sumitomo Collar ($51.0 million asset on the settlement date) and related borrowings (the~~ ~~Sumitomo Collar Loan) ($169.9 million liability on the settlement date) with shares of Sumitomo that were borrowed pursuant to a securities lending arrangement (the~~ ~~Sumitomo Share Loan). The aggregate market value of the borrowed Sumitomo shares on the transaction date was $117.4 million.~~

LIBERTY GLOBAL PLC

Notes to Condensed Consolidated Financial Statements — (Continued)

September 30, ~~2017~~2018

(unaudited)

(67) Fair Value Measurements

We use the fair value method to account for (i) certain of our investments, (ii) our derivative instruments and (iii) certain instruments that we classify as ~~debt and (iv) the Sumitomo Share Loan.~~debt. The reported fair values of these investments and instruments as of September 30, ~~2017~~2018 ~~likely will not~~are unlikely to represent the value that will be paid or received upon the ultimate settlement or disposition of these assets and liabilities. In the case of the investments that we account for using the fair value method, the values we realize upon disposition will be dependent upon, among other factors, market conditions and the forecasted financial performance of the investees at the time of any such disposition. With respect to our derivative and certain debt instruments, we expect that the values realized generally will be based on market conditions at the time of settlement, which may occur at the maturity of the derivative instrument or at the time of the repayment or refinancing of the underlying debt instrument.

U.S. GAAP provides for a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. Level 1 inputs are quoted market prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 2 inputs are inputs other than quoted market prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 3 inputs are unobservable inputs for the asset or liability. We record transfers of assets or liabilities into or out of Levels 1, 2 or 3 at the beginning of the quarter during which the transfer occurred.

We incorporate a credit risk valuation adjustment in our fair value measurements to estimate the impact of both our own nonperformance risk and the nonperformance risk of our counterparties. Effective January 1, 2017, we incorporated a Monte Carlo based approach into our calculation of the value assigned to the risk that we or our counterparties will default on our respective derivative obligations. Previously, we used a static calculation derived from our most current mark-to-market valuation to calculate the impact of counterparty credit risk. The adoption of a Monte Carlo based approach did not have a material impact on the overall fair value of our derivative instruments. Our credit risk valuation adjustments with respect to our cross-currency and interest rate swaps are quantified and further explained in note 5.6.

Fair value measurements are also used in connection with nonrecurring valuations performed in connection with acquisition accounting and impairment assessments. The nonrecurring valuations associated with acquisition accounting primarily include the valuation of reporting units, customer relationship and other intangible assets and property and equipment. Unless a reporting unit has a readily determinable fair value, the valuation of reporting units is based at least in part on discounted cash flow analyses. With the exception of certain inputs for our weighted average cost of capital and discount rate calculations that are derived from pricing services, the inputs used in our discounted cash flow analyses, such as forecasts of future cash flows, are based on our assumptions. The valuation of customer relationships ~~and cable television franchise rights are~~is primarily based on an excess earnings methodology, which is a form of a discounted cash flow analysis. The excess earnings methodology ~~for customer relationship intangibles~~ requires us to estimate the specific cash flows expected from the customer relationship, considering such factors as estimated customer life, the revenue expected to be generated over the life of the customer relationship, contributory asset charges and other factors. The excess earnings methodology for cable television franchise rights requires us to measure the cash flows associated with our right to solicit and service potential customers, and the right to deploy and market new services in the service areas covered by currently held franchise agreements, considering expectations on future customer additions and other factors similar to those used in valuing customer relationships. Tangible assets are typically valued using a replacement or reproduction cost approach, considering factors such as current prices of the same or similar equipment, the age of the equipment and economic obsolescence. ~~The~~Most of our nonrecurring valuations ~~associated with acquisition accounting~~ use significant unobservable inputs and therefore fall under Level 3 of the fair value hierarchy. During the nine months ended September 30, 2018 and 2017, we finalized the acquisition accounting associated with the C&W Acquisition. The weighted average discount rates used in the final valuation of the customer relationships acquired as a result of the C&W Acquisition ranged from 9.0% to 12.0%.

In September 2017, Hurricanes Irma and Maria impacted a number of our markets in the Caribbean, resulting in varying degrees of damage to homes, businesses and infrastructure in these markets. The most extensive damage occurred in Puerto Rico and certain markets within our C&W reportable segment. The effects of the hurricanes were deemed to constitute triggering events with respect to the need to assess certain assets for impairment. Nonrecurring valuations were performed in connection with these impairment assessments, most notably to measure thedid not perform significant nonrecurring fair value of Liberty Puerto Rico and certain reporting units within C&W for purposes of assessing goodwill impairments, and to measure the fair value of Liberty Puerto Rico’s cable television franchise rights. The nonrecurring valuations for impairment assessments used significant unobservable inputs and therefore fall under Level 3 of the fair value hierarchy. We used discount rates of 8% and 10% in the valuation of Liberty Puerto Rico and certain reporting units within C&W, respectively, while a discount rate of 9% was used in the valuation of Liberty Puerto Rico’s cable television franchise rights. The valuations of Liberty Puerto Rico and certain reporting units within C&W used projected cash flows that

~~LIBERTY GLOBAL PLC~~

~~Notes to Condensed Consolidated Financial Statements — (Continued)~~

~~September 30, 2017~~

~~(unaudited)~~measurements.

reflected the significant risks and uncertainties associated with our recovery from Hurricanes Irma and Maria, including variables such as (i) the length of time it will take to restore the power and transmission systems, particularly in Puerto Rico, (ii) the number of people that will leave these islands for an extended period or permanently and the associated impact on customer churn and (iii) the amount of potential insurance recoveries. For additional information regarding the impairment charges related to the hurricanes, see note 7.

For additional information concerning our fair value measurements, see note 8 to the consolidated financial statements included in our 10-K.

LIBERTY GLOBAL PLC

Notes to Condensed Consolidated Financial Statements — (Continued)

September 30, 2018

(unaudited)

A summary of our assets and liabilities that are measured at fair value on a recurring basis is as follows:


			Fair value measurements at September 30, 2017 using:								Fair value measurements at September 30, 2018 using:
Description	September 30, 2017		Quoted prices in active markets for identical assets (Level 1)		Significant other observable inputs (Level 2)		Significant unobservable inputs (Level 3)		September 30, 2018		Quoted prices in active markets for identical assets (Level 1)		Significant other observable inputs (Level 2)		Significant unobservable inputs (Level 3)
	in millions								in millions
Assets:
Derivative instruments:
Cross-currency and interest rate derivative contracts	$	1,730.6	$	—	$	1,730.6	$	—	$	1,657.2	$	—	$	1,656.7	$	0.5
Equity-related derivative instruments	567.2		—		—		567.2		568.5		—		—		568.5
Foreign currency forward and option contracts	19.3		—		19.3		—		7.6		—		7.6		—
Other	0.7		—		0.7		—		0.5		—		0.5		—
Total derivative instruments	2,317.8		—		1,750.6		567.2		2,233.8		—		1,664.8		569.0
Investments	2,160.8		1,751.7		—		409.1		1,476.4		1,012.4		—		464.0
Total assets	$	4,478.6	$	1,751.7	$	1,750.6	$	976.3	$	3,710.2	$	1,012.4	$	1,664.8	$	1,033.0

Liabilities:
Derivative instruments:
Cross-currency and interest rate derivative contracts	$	1,554.3	$	—	$	1,542.2	$	12.1	$	1,420.7	$	—	$	1,409.9	$	10.8
Equity-related derivative instruments	10.7		—		—		10.7		1.6		—		—		1.6
Foreign currency forward and option contracts	23.0		—		23.0		—		0.8		—		0.8		—
Total derivative liabilities	1,588.0		—		1,565.2		22.8
Other									0.1		—		0.1		—
Total derivative instruments									1,423.2		—		1,410.8		12.4
Debt	795.9		394.0		401.9		—		274.1		—		274.1		—
Total liabilities	$	2,383.9	$	394.0	$	1,967.1	$	22.8	$	1,697.3	$	—	$	1,684.9	$	12.4

LIBERTY GLOBAL PLC

Notes to Condensed Consolidated Financial Statements — (Continued)

September 30, ~~2017~~2018

(unaudited)


			Fair value measurements at December 31, 2016 using:								Fair value measurements at December 31, 2017 using:
Description	December 31, 2016		Quoted prices in active markets for identical assets (Level 1)		Significant other observable inputs (Level 2)		Significant unobservable inputs (Level 3)		December 31, 2017		Quoted prices in active markets for identical assets (Level 1)		Significant other observable inputs (Level 2)		Significant unobservable inputs (Level 3)
	in millions								in millions
Assets:
Derivative instruments:
Cross-currency and interest rate derivative contracts	$	2,606.5	$	—	$	2,606.5	$	—	$	1,548.9	$	—	$	1,548.7	$	0.2
Equity-related derivative instruments	524.0		—		—		524.0		560.9		—		—		560.9
Foreign currency forward and option contracts	45.1		—		45.1		—		17.1		—		17.1		—
Other	0.5		—		0.5		—		0.8		—		0.8		—
Total derivative instruments	3,176.1		—		2,652.1		524.0		2,127.7		—		1,566.6		561.1
Investments	2,057.2		1,682.4		—		374.8		2,315.3		1,908.7		—		406.6
Total assets	$	5,233.3	$	1,682.4	$	2,652.1	$	898.8	$	4,443.0	$	1,908.7	$	1,566.6	$	967.7

Liabilities:
Derivative instruments:
Cross-currency and interest rate derivative contracts	$	1,292.2	$	—	$	1,281.5	$	10.7	$	1,767.9	$	—	$	1,764.5	$	3.4
Equity-related derivative instruments	8.6		—		—		8.6		5.4		—		—		5.4
Foreign currency forward and option contracts	9.0		—		9.0		—		7.9		—		7.9		—
Other	0.1		—		0.1		—
Total derivative instruments	1,309.9		—		1,290.6		19.3		1,781.2		—		1,772.4		8.8
Debt	344.4		215.5		128.9		—		926.6		621.7		304.9		—
Total liabilities	$	1,654.3	$	215.5	$	1,419.5	$	19.3	$	2,707.8	$	621.7	$	2,077.3	$	8.8

LIBERTY GLOBAL PLC

Notes to Condensed Consolidated Financial Statements — (Continued)

September 30, 2018

(unaudited)

A reconciliation of the beginning and ending balances of our assets and liabilities measured at fair value on a recurring basis using significant unobservable, or Level 3, inputs is as follows:


	Investments			Cross-currency and interest rate derivative contracts			Equity-related derivative instruments			Total			Investments			Cross-currency and interest rate derivative contracts			Equity-related derivative instruments			Total
	in millions												in millions

Balance of net asset (liability) at January 1, 2017	$	374.8		$	(10.7	)	$	515.4		$	879.5
Gains included in net loss (a):
Balance of net assets (liabilities) at January 1, 2018													$	406.6		$	(3.2	)	$	555.5		$	958.9
Gains (losses) included in loss from continuing operations (a):
Realized and unrealized gains (losses) on derivative instruments, net	—			(1.4		)	90.1			88.7			—			(7.5		)	19.7			12.2
Realized and unrealized gains due to changes in fair values of certain investments and debt, net	12.7			—			—			12.7			10.7			—			—			10.7
Partial settlement of Sumitomo Collar (b)	—			—			(51.0		)	(51.0		)
Impact of ASU 2016-01													31.9			—			—			31.9
Additions	37.1			—			—			37.1			42.0			0.2			—			42.2
Dispositions													(17.7		)	—			—			(17.7		)
Final settlement of Sumitomo Collar (b)													—			—			(7.4		)	(7.4		)
Transfers out of Level 3													(2.0		)	—			—			(2.0		)
Foreign currency translation adjustments, dividends and other, net	(15.5		)	—			2.0			(13.5		)	(7.5		)	0.2			(0.9		)	(8.2		)
Balance of net asset (liability) at September 30, 2017	$	409.1		$	(12.1	)	$	556.5		$	953.5
Balance of net assets (liabilities) at September 30, 2018													$	464.0		$	(10.3	)	$	566.9		$	1,020.6

~~LIBERTY GLOBAL PLC~~

~~Notes to Condensed Consolidated Financial Statements — (Continued)~~

~~September 30, 2017~~

~~(unaudited)~~

_______________


(a)	Most of these net gains and losses relate to assets and liabilities that we continue to carry on our condensed consolidated balance sheet as of September 30, ~~2017.~~2018.


(b)	For ~~additional~~ information regarding the ~~partial~~ settlement of the final tranche of the Sumitomo Collar, see note 5.6.

(78) Long-lived Assets

~~Impairment Charges Associated with Hurricanes~~

In September 2017, certain of our operations in the Caribbean were severely impacted by Hurricanes Irma and Maria, with the most extensive damage occurring in Puerto Rico and certain of C&W’s markets. Based on our initial estimates of the impacts on our operations from these hurricanes, we recorded impairment charges to reduce the carrying values of our goodwill, property and equipment and other indefinite-lived intangible assets during the third quarter of 2017, as set forth in the table below. These impairment charges are based on our assessments of currently available information and, accordingly, it is possible that further impairment charges will be required as additional information becomes available regarding the impacts of the hurricanes on our networks and the macro-economic, competitive and demographic trends within the impacted markets.

C&W Liberty Puerto Rico LiLAC Group - Corporate and other Total
in millions

Goodwill (a) $ 117.3
$ —
$ 120.9
$ 238.2
Property and equipment (b) 18.3
42.0
—
60.3
Other indefinite-lived intangible assets (c) —
44.1
—
44.1
Total $ 135.6
$ 86.1
$ 120.9
$ 342.6

~~_______________~~


~~(a)~~	We have concluded that the goodwill impairment charges were necessary to reduce the carrying values of Liberty Puerto Rico and certain C&W reporting units to their respective estimated fair values at September 30, 2017.


~~(b)~~	~~Amounts represent estimated impairments recorded in order to write-off the net carrying amount of certain property and equipment that was damaged beyond repair.~~


~~(c)~~	~~We concluded that an impairment charge was necessary to reduce the carrying value of Liberty Puerto Rico’s cable television franchise rights to their estimated fair value at September 30, 2017.~~

For additional information regarding the impacts of the hurricanes and the fair value methods and related assumptions used in our impairment assessments, see note 6. For information regarding the impact of the hurricanes on our debt, see note 8.

~~LIBERTY GLOBAL PLC~~

~~Notes to Condensed Consolidated Financial Statements — (Continued)~~

~~September 30, 2017~~

~~(unaudited)~~

Property and Equipment, Net

The details of our property and equipment and the related accumulated depreciation are set forth below:

September 30,
2017 December 31,
2016
in millions
Distribution systems:
Liberty Global Group $ 25,032.4
$ 21,249.9
LiLAC Group 3,728.7
3,522.0
Total 28,761.1
24,771.9
Customer premises equipment:
Liberty Global Group 6,047.7
4,829.9
LiLAC Group 1,315.7
1,205.4
Total 7,363.4
6,035.3
Support equipment, buildings and land:
Liberty Global Group 5,407.3
4,385.5
LiLAC Group 1,238.4
954.8
Total 6,645.7
5,340.3
Total property and equipment, gross:
Liberty Global Group 36,487.4
30,465.3
LiLAC Group 6,282.8
5,682.2
Total 42,770.2
36,147.5
Accumulated depreciation:
Liberty Global Group (16,989.0 ) (13,216.0 )
LiLAC Group (2,230.5 ) (1,821.3 )
Total (19,219.5 ) (15,037.3 )
Total property and equipment, net:
Liberty Global Group 19,498.4
17,249.3
LiLAC Group 4,052.3
3,860.9
Total $ 23,550.7
$ 21,110.2



	September 30, 2018			December 31, 2017
	in millions

Distribution systems	$	17,918.6		$	17,522.9
Customer premises equipment	4,756.9			4,434.3
Support equipment, buildings and land	5,158.3			4,790.2
Total property and equipment, gross	27,833.8			26,747.4
Accumulated depreciation	(13,786.2		)	(12,502.1		)
Total property and equipment, net	$	14,047.6		$	14,245.3

During the nine months ended September 30, ~~2017~~2018 and ~~2016~~,2017, we recorded non-cash increases to our property and equipment related to vendor financing arrangements of ~~$1,981.3~~$1,659.2 million and ~~$1,439.3~~$1,740.2 million, respectively, which exclude related VAT of ~~$311.1~~$267.8 million and ~~$193.4~~$284.9 million, respectively, that ~~were~~was also financed by our vendors under these arrangements. In addition,

LIBERTY GLOBAL PLC

Notes to Condensed Consolidated Financial Statements — (Continued)

September 30, 2018

(unaudited)

during the nine months ended September 30, ~~2017~~2018 and ~~2016,~~2017, we recorded non-cash increases to our property and equipment related to assets acquired under capital leases of ~~$139.5~~$68.1 million and ~~$78.0~~$128.4 million,, respectively.

~~LIBERTY GLOBAL PLC~~

~~Notes to Condensed Consolidated Financial Statements — (Continued)~~

~~September 30, 2017~~

~~(unaudited)~~

Goodwill

Changes in the carrying amount of our goodwill during the nine months ended September 30, ~~2017~~2018 are set forth below:

January 1, 2017
Acquisitions
and related
adjustments

Foreign
currency
translation
adjustments
Impairments (a) September 30,
2017
in millions
Liberty Global Group:
European Division:
U.K./Ireland $ 7,412.3
$ 2.3
$ 639.1
$ —
$ 8,053.7
Belgium 2,032.7
360.1
262.9
—
2,655.7
Germany 3,013.2
—
358.8
—
3,372.0
Switzerland/Austria 3,443.4
—
214.7
—
3,658.1
Total Western Europe 15,901.6
362.4
1,475.5
—
17,739.5
Central and Eastern Europe 1,144.4
0.9
159.6
—
1,304.9
Total European Division 17,046.0
363.3
1,635.1
—
19,044.4
Corporate and other 17.7
—
—
—
17.7
Total Liberty Global Group 17,063.7

363.3

1,635.1
—

19,062.1
LiLAC Group:
LiLAC Division:
C&W 5,506.1
(182.5 ) (53.1 ) (117.3 ) 5,153.2
Chile 397.9
—
19.6
—
417.5
Puerto Rico 277.7
—
—
—
277.7
Total LiLAC Division 6,181.7

(182.5 )
(33.5 ) (117.3 )
5,848.4
Corporate and other (b) 120.9
—
—
(120.9 ) —
Total LiLAC Group 6,302.6

(182.5 )
(33.5 ) (238.2 )
5,848.4
Total $ 23,366.3

$ 180.8

$ 1,601.6
$ (238.2 )
$ 24,910.5



	January 1, 2018		Acquisitions and related adjustments			Foreign currency translation adjustments			September 30, 2018
	in millions

U.K./Ireland	$	8,134.1	$	4.4		$	(289.4	)	$	7,849.1
Belgium	2,681.7		26.2			(93.7		)	2,614.2
Switzerland	2,931.3		(0.3		)	(7.9		)	2,923.1
Central and Eastern Europe	607.0		—			(33.7		)	573.3
Total	$	14,354.1	$	30.3		$	(424.7	)	$	13,959.7

~~_______________~~


~~(a)~~	Amounts represent impairment charges that were recorded during the third quarter of 2017 based on our preliminary assessments of the impacts of Hurricanes Irma and Maria. For additional information regarding the impacts of Hurricanes Irma and Maria and the fair value method and related assumptions used in our impairment assessment, see above and note 6.


~~(b)~~	~~Represents goodwill that was allocated to our Puerto Rico segment for purposes of our impairment tests.~~

Based on the results of our most recent goodwill impairment tests, declines in the fair value of Liberty Puerto Rico and certain reporting units within C&W resulted in goodwill impairment charges during the third quarter of 2017. Additionally, ifIf among other factors, (i) ~~the~~our equity values ~~of the LiLAC Group~~ were to decline or (ii) the adverse impacts of economic, competitive, regulatory or other factors were to cause ~~Liberty Puerto Rico’s or C&W’s~~our results of operations or cash flows to be worse than anticipated, we could conclude in future periods that ~~additional~~ impairment charges are required in order to reduce the carrying values of ~~the~~our goodwill ~~cable television franchise rights~~ and, to a lesser extent, other long-lived assets of these entities. Additionally, as discussed above, further impairment charges could be recorded with respect to Liberty Puerto Rico or certain reporting units within C&W as more information becomes available regarding the impacts of Hurricanes Irma and Maria.assets. Any such impairment charges could be significant.

~~LIBERTY GLOBAL PLC~~

~~Notes to Condensed Consolidated Financial Statements — (Continued)~~

~~September 30, 2017~~

~~(unaudited)~~

Intangible Assets Subject to Amortization, Net

The details of our intangible assets subject to amortization, ~~are set forth below:~~

September 30, 2017 December 31, 2016
Gross carrying amount Accumulated amortization Net carrying amount Gross carrying amount Accumulated amortization Net carrying amount
in millions

Customer relationships:
Liberty Global Group $ 4,828.2
$ (3,063.1 ) $ 1,765.1
$ 5,499.4
$ (3,404.5 ) $ 2,094.9
LiLAC Group 1,406.3
(239.1 ) 1,167.2
1,303.3
(160.1 ) 1,143.2
Total 6,234.5
(3,302.2 ) 2,932.3
6,802.7
(3,564.6 ) 3,238.1
Other:
Liberty Global Group 536.9
(214.7 ) 322.2
478.3
(150.0 ) 328.3
LiLAC Group 73.4
(13.6 ) 59.8
99.0
(7.7 ) 91.3
Total 610.3
(228.3 ) 382.0
577.3
(157.7 ) 419.6
Total intangible assets subject to amortization, net:
Liberty Global Group 5,365.1
(3,277.8 ) 2,087.3
5,977.7
(3,554.5 ) 2,423.2
LiLAC Group 1,479.7
(252.7 ) 1,227.0
1,402.3
(167.8 ) 1,234.5
Total $ 6,844.8
$ (3,530.5 ) $ 3,314.3
$ 7,380.0
$ (3,722.3 ) $ 3,657.7

~~Other Indefinite-lived Intangible Assets~~

~~Our other indefinite-lived intangible assets~~which are included in other assets, net, in our condensed consolidated balance sheets. At September 30, 2017 and December 31, 2016, our other indefinite-lived intangible assets aggregated $567.3 million and $610.3 million, respectively, including $540.0 million and $584.1 million, respectively, related to the cable television franchise rights of Liberty Puerto Rico.sheets, are set forth below:



	September 30, 2018							December 31, 2017
	Gross carrying amount		Accumulated amortization			Net carrying amount		Gross carrying amount		Accumulated amortization			Net carrying amount
	in millions

Customer relationships	$	3,978.8	$	(3,070.3	)	$	908.5	$	4,041.0	$	(2,745.8	)	$	1,295.2
Other	553.0		(268.3		)	284.7		531.9		(218.6		)	313.3
Total	$	4,531.8	$	(3,338.6	)	$	1,193.2	$	4,572.9	$	(2,964.4	)	$	1,608.5

LIBERTY GLOBAL PLC

Notes to Condensed Consolidated Financial Statements — (Continued)

September 30, ~~2017~~2018

(unaudited)

(89) Debt and Capital Lease Obligations

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

September 30, 2017 Principal amount
Weighted
average
interest
rate (a)
Unused borrowing capacity (b) Estimated fair value (c)
Borrowing currency
U.S. $
equivalent
September 30, 2017 December 31, 2016 September 30, 2017 December 31, 2016
in millions
Liberty Global Group:
VM Notes 5.54 % —
$ —
$ 10,070.2
$ 9,311.0
$ 9,510.2
$ 9,041.0
VM Credit Facilities 4.12 % (d) 904.1
5,231.6
4,531.5
5,192.4
4,505.5
Unitymedia Notes 4.92 % —
—
7,555.5
7,679.7
7,152.6
7,419.3
Unitymedia Credit Facilities 3.49 % € 500.0
590.2
853.7
—
855.0
—
UPCB SPE Notes 4.51 % —
—
2,637.9
1,783.7
2,556.4
1,772.8
UPC Holding Bank Facility 3.98 % € 990.1
1,168.7
2,160.3
2,811.9
2,150.0
2,782.8
UPC Holding Senior Notes 5.44 % —
—
1,663.4
1,569.8
1,641.7
1,451.5
Telenet Credit Facility (e) 3.57 % € 425.0
501.7
3,945.2
3,210.0
3,927.9
3,187.5
Telenet SPE Notes 5.48 % —
—
1,011.4
1,383.9
920.6
1,297.3
Vendor financing (f) 3.53 % —
—
3,230.6
2,284.5
3,230.6
2,284.5
ITV Collar Loan 0.71 % —
—
1,425.7
1,323.7
1,449.8
1,336.2
Derivative-related debt instruments (g) 3.34 % —
—
814.8
450.7
780.1
426.3
Sumitomo Share Loan (h) 1.00 % —
—
394.0
215.5
394.0
215.5
Sumitomo Collar Loan 1.88 % —
—
340.0
499.7
337.6
488.2
Other (i) 5.59 % —
—
398.5
343.2
403.3
349.0
Total Liberty Global
Group
4.41 % 3,164.7
41,732.8
37,398.8
40,502.2
36,557.4
LiLAC Group:
C&W Credit Facilities (j)(k) 4.60 % $ 696.5
696.5
2,234.0
1,427.9
2,251.1
1,411.9
C&W Notes (k) 7.08 % —
—
1,753.2
2,319.6
1,646.5
2,181.1
VTR Finance Senior Secured Notes 6.88 % —
—
1,486.0
1,463.9
1,400.0
1,400.0
VTR Credit Facility —
(l) 228.9
—
—
—
—
LPR Bank Facility (k) 5.12 % $ 40.0
40.0
904.7
935.2
942.5
942.5
Vendor financing (f) 4.39 % —
—
107.4
48.9
107.4
48.9
Total LiLAC Group 5.82 % 965.4
6,485.3
6,195.5
6,347.5
5,984.4
Total debt before premiums, discounts and deferred financing costs 4.60 % $ 4,130.1
$ 48,218.1
$ 43,594.3
$ 46,849.7
$ 42,541.8

~~LIBERTY GLOBAL PLC~~

~~Notes to Condensed Consolidated Financial Statements — (Continued)~~

~~September 30, 2017~~

~~(unaudited)~~



	September 30, 2018									Principal amount
	Weighted average interest rate (a)		Unused borrowing capacity (b)			Estimated fair value (c)				Principal amount
	Weighted average interest rate (a)		Borrowing currency	U.S. $ equivalent		September 30, 2018		December 31, 2017		September 30, 2018		December 31, 2017
			in millions

VM Notes	5.47	%	—	$	—	$	8,995.9	$	9,987.4	$	8,833.7	$	9,565.7
VM Credit Facilities (d)	4.63	%	(e)	880.3		5,190.1		4,681.5		5,164.4		4,676.2
UPCB SPE Notes	4.53	%	—	—		2,485.3		2,638.8		2,464.0		2,582.6
UPC Holding Bank Facility	4.66	%	990.1	1,149.9		1,645.2		2,576.4		1,645.0		2,576.1
UPC Holding Senior Notes	4.59	%	—	—		1,185.1		1,272.5		1,225.2		1,313.4
Telenet Credit Facility	4.04	%	(f)	516.8		2,442.8		2,188.9		2,447.8		2,177.6
Telenet Senior Secured Notes	4.68	%	—	—		1,638.5		1,724.4		1,696.8		1,721.3
Telenet SPE Notes	4.88	%	—	—		601.1		1,014.4		554.0		937.7
Vendor financing (g)	3.95	%	—	—		2,943.5		3,599.0		2,943.5		3,599.0
ITV Collar Loan	0.68	%	—	—		1,386.1		1,445.8		1,411.6		1,463.8
Derivative-related debt instruments (h)	3.42	%	—	—		327.9		359.8		328.8		361.5
Sumitomo Share Loan (i)	—		—	—		—		621.7		—		621.7
Sumitomo Collar Loan	—		—	—		—		170.3		—		169.1
Other (j)	5.14	%	—	—		478.7		413.4		483.7		418.2
Total debt before deferred financing costs, discounts and premiums	4.57	%		$	2,547.0	$	29,320.2	$	32,694.3	$	29,198.5	$	32,183.9

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


		September 30, 2017			December 31, 2016				September 30, 2018			December 31, 2017
		in millions							in millions

Total debt before premiums, discounts and deferred financing costs		$	46,849.7		$	42,541.8
Premiums, discounts and deferred financing costs, net		(270.5		)	(225.9		)
Total debt before deferred financing costs, discounts and premiums								Total debt before deferred financing costs, discounts and premiums	$	29,198.5		$	32,183.9
Deferred financing costs, discounts and premiums, net								Deferred financing costs, discounts and premiums, net	(130.3		)	(171.8		)
Total carrying amount of debt	Total carrying amount of debt	46,579.2			42,315.9			Total carrying amount of debt	29,068.2			32,012.1
Capital lease obligations ~~(m)~~(k)	Capital lease obligations ~~(m)~~(k)	1,416.5			1,242.8			Capital lease obligations ~~(m)~~(k)	663.2			691.4
Total debt and capital lease obligations	Total debt and capital lease obligations	47,995.7			43,558.7			Total debt and capital lease obligations	29,731.4			32,703.5
Current maturities of debt and capital lease obligations	Current maturities of debt and capital lease obligations	(4,268.7		)	(2,775.1		)	Current maturities of debt and capital lease obligations	(3,499.4		)	(3,680.1		)
Long-term debt and capital lease obligations	Long-term debt and capital lease obligations	$	43,727.0		$	40,783.6		Long-term debt and capital lease obligations	$	26,232.0		$	29,023.4

_______________

(a)

Represents the weighted average interest rate in effect at September 30, ~~2017~~2018 for all borrowings outstanding pursuant to each debt instrument, including any applicable margin. The interest rates presented represent stated rates and do not include the impact of derivative instruments, deferred financing costs, original issue premiums or discounts and commitment fees, all of which affect our overall cost of borrowing. Including the effects of derivative instruments, original issue premiums or discounts and commitment fees, but excluding the impact of deferred financing costs, ~~the~~our weighted average interest rate on our aggregate variable- and fixed-rate indebtedness was 4.71% (including 4.47% for the Liberty Global Group and 6.28% for the LiLAC Group) at September 30, 2017. For information regarding our derivative instruments, see note 5

LIBERTY GLOBAL PLC

Notes to Condensed Consolidated Financial Statements — (Continued)

September 30, 2018

(unaudited)

our aggregate variable- and fixed-rate indebtedness was 4.30% at September 30, 2018. For information regarding our derivative instruments, see note 6.

(b)

Unused borrowing capacity represents the maximum availability under the applicable facility at September 30, ~~2017~~2018 without regard to covenant compliance calculations or other conditions precedent to borrowing. At September 30, ~~2017,~~2018, based on the most restrictive applicable ~~leverage-based restricted payment tests and~~ leverage covenants, the full amount of unused borrowing capacity was available to be borrowed under each of the respective subsidiary facilities, and based on the most restrictive applicable leverage-based restricted payment tests, there were no restrictions on the respective subsidiary's ability to make loans or distributions from this availability to Liberty Global or its subsidiaries or other equity ~~holders, except as shown in~~holders. Upon completion of the ~~table below. In~~relevant September 30, 2018 compliance reporting requirements, we expect that the ~~following table we present (i) for each subsidiary where the ability~~full amount of unused borrowing capacity will continue to ~~borrow is limited, the actual borrowing availability under the respective facility~~be available and ~~(ii) for each subsidiary where the ability~~that there will be no restrictions with respect to ~~make~~ loans or ~~distributions from this availability is limited, the amount that can be~~distributions. Our above expectations do not consider any actual or potential changes to our borrowing levels or any amounts loaned or distributed subsequent to ~~Liberty Global or its subsidiaries or other equity holders. The amounts presented below assume no changes from~~ September 30, 2017 borrowing levels and are based on the applicable leverage-based restricted payment tests and covenant and other limitations in effect for each borrowing group at September 30, 2017, both before and after considering the impact of the completion of the September 30, 2017 compliance requirements.2018. For information regarding certain ~~refinancing~~ transactions completed subsequent to September 30, ~~2017~~2018 that could have an impact on ~~unused borrowing capacity and/or~~ the availability to be borrowed, loaned or distributed, see the below discussion under Telenet Financing Transactions andnote ~~16.~~17.

Limitation on availability
September 30, 2017 Upon completion of relevant September 30, 2017 compliance reporting requirements
Borrowing currency U.S. $ equivalent Borrowing currency U.S. $ equivalent
in millions
Limitation on availability to be borrowed under:
VM Credit Facilities (d) £ 500.0
$ 669.7
£ 626.6
$ 839.3
UPC Holding Bank Facility € 933.7
$ 1,102.1
€ 990.1
$ 1,168.7

Limitation on availability to be loaned or distributed by:
Unitymedia € 174.1
$ 205.5
€ 317.1
$ 374.3
C&W $ 607.6
$ 607.6
$ 696.5
$ 696.5

~~LIBERTY GLOBAL PLC~~

~~Notes to Condensed Consolidated Financial Statements — (Continued)~~

~~September 30, 2017~~

~~(unaudited)~~

(c)

The estimated fair values of our debt instruments are generally determined using the average of applicable bid and ask prices (mostly Level 1 of the fair value hierarchy) or, when quoted market prices are unavailable or not considered indicative of fair value, discounted cash flow models (mostly Level 2 of the fair value hierarchy). The discount rates used in the cash flow models are based on the market interest rates and estimated credit spreads of the applicable entity, to the extent available, and other relevant factors. For additional information regarding fair value hierarchies, see note 67.

(d)

Amounts include £452.8 million ($590.5 million) and £43.6 million ($56.9 million) at September 30, 2018 and December 31, 2017, respectively, of borrowings pursuant to excess cash facilities under the VM Credit Facilities. These borrowings are owed to certain non-consolidated special purpose financing entities that have issued notes to finance the purchase of receivables due from Virgin Media to certain other third parties for amounts that Virgin Media and its subsidiaries have vendor financed. To the extent that the proceeds from these notes exceed the amount of vendor financed receivables available to be purchased, the excess proceeds are used to fund these excess cash facilities.


(e)	Unused borrowing capacity under the VM Credit Facilities relates to a multi-currency revolving ~~facility~~facilities with an aggregate maximum borrowing capacity equivalent to £675.0 million ($~~904.1~~880.3 million).

~~(e)~~

In ~~connection with~~February 2018, the ~~June 19, 2017 closing~~VM Revolving Facility was amended and split into two revolving facilities. As of the SFR BeLux Acquisition, Telenet borrowed (i) the full €120.0 million ($141.6 million) amount under Telenet Facility Z and (ii) €90.0 million ($106.2 million) of the total €400.0 million ($472.1 million) amount under Telenet Facility AG. At September 30, ~~2017,~~2018, VM Revolving Facility A was a multi-currency revolving facility maturing on December 31, 2021 with a maximum borrowing capacity equivalent to £75.0 million ($97.8 million), and VM Revolving Facility B was a multi-currency revolving facility maturing on January 15, 2024 with a maximum borrowing capacity equivalent to £600.0 million ($782.5 million). In October 2018, the ~~outstanding balances under Telenet~~VM Credit Facilities were further amended whereby the maximum borrowing capacities of VM Revolving Facility ZA and ~~Telenet~~VM Revolving Facility AGB were ~~€45.0~~adjusted to an equivalent of £50.0 million ($~~53.1~~65.2 million) and ~~nil,~~£625.0 million ($815.1 million), respectively. ~~For further information regarding~~All other terms from the ~~SFR BeLux Acquisition, see note 3.~~previously existing VM Revolving Facilities continue to apply to the new revolving facilities.


(f)	Unused borrowing capacity under the Telenet Credit Facility comprises (i) €400.0 million ($464.6 million) under Telenet Facility AG, (ii) €25.0 million ($29.0 million) under the Telenet Overdraft Facility and (iii) €20.0 million ($23.2 million) under the Telenet Revolving Facility, each of which were undrawn at September 30, 2018.

(g)

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


~~(g)~~(h)	Represents amounts associated with certain derivative-related borrowing instruments, including ~~$401.9~~$274.1 million and ~~$128.9~~$304.9 million at September 30, 2018 and December 31, 2017, respectively, ~~that are~~ carried at fair value. These instruments mature at various dates through January 2025. For information regarding fair value hierarchies, see note 6.


~~(h)~~	~~The Sumitomo Share Loan is carried at fair value. For further information, see note 5.~~7.


(i)	In August 2018, we settled the outstanding amount under the Sumitomo Share Loan with the remaining shares of Sumitomo that were held by our company.

LIBERTY GLOBAL PLC

Notes to Condensed Consolidated Financial Statements — (Continued)

September 30, 2018

(unaudited)


(j)	Amounts include ~~$147.3~~$231.2 million and ~~$116.0~~$160.9 million at September 30, 2018 and December 31, 2017, respectively, of debt collateralized by certain trade receivables of Virgin Media.


~~(j)~~	At September 30, 2017, the principal amount includes $50.0 million under the C&W Revolving Credit Facility, which was borrowed to fund a portion of the contribution to the CWSF (as defined in note 14). For additional information, see note 14.

(k)

As discussed in note 6, Hurricanes Irma and Maria impacted a number of our markets in the Caribbean, resulting in varying degrees of damage to the homes, businesses and infrastructure in these markets. The most extensive damage occurred in Puerto Rico and certain markets within our C&W reportable segment. The operations of Liberty Puerto Rico support the debt outstanding under the LPR Bank Facility and our operations in the impacted C&W markets, together with certain other C&W operations, support the debt outstanding under the C&W Notes and the C&W Credit Facilities. We expect that the effects of the hurricanes will not impact our ability to comply with the terms of the C&W Notes and the C&W Credit Facilities. We also expect to fully comply with the terms of the LPR Bank Facility as of September 30, 2017 and, accordingly, we continue to classify this debt as a long-term obligation in our September 30, 2017 condensed consolidated balance sheet. However, we expect that our ability to comply with the leverage covenants under the LPR Bank Facility in future periods will be impacted by the challenging circumstances we are experiencing as a result of the damage caused by the hurricanes in Puerto Rico, where only a small portion of Liberty Puerto Rico’s customers currently are receiving service. In this regard, we expect that Liberty Puerto Rico’s results for the fourth quarter of 2017 will fall short of what is required to meet the December 31, 2017 leverage covenants under the LPR Bank Facility. Further shortfalls are possible during 2018. Under the LPR Bank Facility, we have the ability to cure the financial covenants up to five times during the life of the LPR Bank Facility, with no more than two cures to be exercised during any period of four consecutive quarters. The financial covenants can be cured with either equity contributions or loans in an amount up to, but not exceeding, the amount required to comply with the applicable covenant. We also have the ability under the LPR Bank Facility to adjust for, among other items, certain impacts of one-off events such as the hurricanes and certain expected and actual insurance proceeds. If we are unable to meet the leverage covenants of the LPR Bank Facility in any particular quarter and we are unable to cure such shortfall or are not otherwise able to obtain relief from the lenders, we would be in default under the LPR Bank Facility. Any such default would not trigger any cross defaults at other Liberty Global borrowings groups. Although we intend to cure any covenant shortfalls to the extent permitted by the LPR Bank Facility and to work with Liberty Puerto Rico’s lenders to avoid a default, we have not yet concluded on a course of action given that our assessment of the ultimate impacts of the hurricanes on Liberty Puerto

~~LIBERTY GLOBAL PLC~~

~~Notes to Condensed Consolidated Financial Statements — (Continued)~~

~~September 30, 2017~~

~~(unaudited)~~

Rico’s business is in the early stages. Any failure to remain in compliance with the terms of the LPR Bank Facility could have a material adverse impact on Liberty Puerto Rico’s business, liquidity and results of operations. Subsequent to September 30, 2017, Liberty Puerto Rico borrowed in full the $40.0 million revolving credit facility under the LPR Bank Facility.


~~(l)~~	The VTR Credit Facility is a senior secured credit facility that comprises a $160.0 million revolving credit facility and a CLP 44.0 billion ($68.9 million) revolving credit facility, each of which were undrawn at September 30, 2017.


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

September 30, 2017 December 31, 2016
in millions
Liberty Global Group:
Unitymedia $ 715.1
$ 657.0
Telenet 437.9
374.0
Virgin Media 78.3
91.2
Other subsidiaries 166.4
98.9
Total Liberty Global Group 1,397.7
1,221.1
LiLAC Group:
C&W 18.0
20.8
VTR 0.8
0.7
Liberty Puerto Rico —
0.2
Total LiLAC Group 18.8
21.7
Total capital lease obligations $ 1,416.5
$ 1,242.8



	September 30, 2018		December 31, 2017
	in millions

Telenet	$	464.9	$	456.1
UPC Holding	78.0		89.0
Virgin Media	70.9		79.1
Other subsidiaries	49.4		67.2
Total	$	663.2	$	691.4

~~Refinancing~~Financing Transactions - General Information

At September 30, ~~2017,~~2018, most of our outstanding debt had been incurred by one of our ~~seven primary~~three subsidiary ~~"borrowing~~“borrowing groups."” References to these ~~primary~~ borrowing groups, which comprise Virgin Media, ~~Unitymedia,~~ UPC Holding ~~Telenet, C&W, VTR Finance~~ and ~~Liberty Puerto Rico,~~Telenet, include their respective restricted parent and subsidiary entities. ~~We have~~Below we provide summary descriptions of any financing transactions completed ~~various refinancing transactions~~ during the first nine months of ~~2017.~~2018. A significant portion of our financing transactions include non-cash borrowings and repayments. During the nine months ended September 30, 2018 and 2017, non-cash borrowings and repayments aggregated $2,583.3 million and $6,546.2 million, respectively. Unless otherwise noted, the terms and conditions of ~~the~~any new notes ~~and~~and/or credit facilities are largely consistent with those of existing notes and credit facilities of the corresponding borrowing group with regard to covenants, events of default and change of control provisions, among other items. For information regarding the general terms and conditions of our debt and capitalized terms not defined herein, see note 10 to the consolidated financial statements included in our 10-K.

Virgin Media ~~Refinancing~~Financing Transactions

In ~~January 2017,~~August 2018, Virgin Media ~~issued £675.0~~redeemed (i) $190.0 million ~~($904.1 million)~~of the $530.0 million outstanding principal amount of ~~5.0% senior secured notes due April 15, 2027~~(the ~~April 2027~~2023 VM Dollar Senior ~~Secured Notes). The net proceeds from the April 2027 VM Senior Secured~~ Notes ~~were used to redeem~~and (ii) in full the ~~£640.0~~£250.0 million ($~~857.2~~326.0 million) outstanding principal amount ~~under~~of the ~~April 2021~~2023 VM Sterling Senior ~~Secured~~ Notes. This transaction was funded with a portion of the proceeds received by another Liberty Global subsidiary in connection with the sale of UPC Austria, as described in note 4. In connection with ~~these transactions,~~this transaction, Virgin Media recognized a loss on debt modification and extinguishment, net, of ~~$39.9 million. This loss includes (i)~~$22.2 million related to (a) the payment of ~~$32.6~~$17.2 million of redemption ~~premium~~premiums and ~~(ii)~~(b) the write-off of ~~$7.3~~$5.0 million of unamortized ~~discount and~~ deferred financing ~~costs.~~

Subject to the circumstances described below, the April 2027 VM Senior Secured Notes are non-callable until April 15, 2022. At any time prior to April 15, 2022, Virgin Media may redeem some or all of the April 2027 VM Senior Secured Notes by paying a “make-whole” premium, which is the present value of all remaining scheduled interest payments to April 15, 2022 using the discount rate (as specified in the indenture) as of the redemption date plus 50 basis points.

~~LIBERTY GLOBAL PLC~~

~~Notes to Condensed Consolidated Financial Statements — (Continued)~~

~~September 30, 2017~~

~~(unaudited)~~

~~Virgin Media may redeem some or all of the April 2027 VM Senior Secured Notes at the following redemption prices (expressed as a percentage of the principal amount) plus accrued~~costs and ~~unpaid interest and additional amounts (as specified in the indenture), if any, to the applicable redemption date, as set forth below:~~

Redemption price
12-month period commencing April 15:
2022 102.500%
2023 101.250%
2024 100.625%
2025 and thereafter 100.000%

~~In February 2017, Virgin Media entered into a new £865.0 million ($1,158.6 million) term loan facility (VM Facility J~~). VM Facility J matures on January 31, 2026, bears interest at a rate of LIBOR + 3.50% and is subject to a LIBOR floor of 0.0%. The net proceeds from VM Facility J were used to prepay in full the £849.4 million ($1,137.7 million) outstanding principal amount under VM Facility E. In connection with these transactions, Virgin Media~~recognized aloss on debt modification and extinguishment, net, of $2.4 million related to unamortized discount and deferred financing costs.~~

~~In February 2017, Virgin Media launched an offer (the~~ ~~Exchange Offer) to exchange the January 2021 VM Sterling Senior Secured Notes for new senior secured notes due January 15, 2025 (the~~ ~~2025 VM Sterling Senior Secured Notes~~). The Exchange Offer was consummated on March 21, 2017 and £521.3 million ($698.2 million) aggregate principal amount of the January 2021 VM Sterling Senior Secured Notes was exchanged for £521.3 million aggregate principal amount of the 2025 VM Sterling Senior Secured Notes. Interest on the 2025 VM Sterling Senior Secured Notes will initially accrue at a rate of 6.0% up to January 15, 2021 and at a rate of 11.0% thereafter. The January 2021 VM Sterling Senior Secured Notes were exchanged for the 2025 VM Sterling Senior Secured Notes in a non-cash transaction, other than the payment of accrued and unpaid interest on the exchanged January 2021 VM Sterling Senior Secured Notes. In connection with these transactions, Virgin Media recognized a gain on debt modification and extinguishment, net, of $5.7 million. This gain includes (i) the write-off of $7.0 million of unamortized premium and (ii) the payment of $1.3 million of third-party costs.

Subject to the circumstances described below, the 2025 VM Sterling Senior Secured Notes are non-callable until January 15, 2021. At any time prior to January 15, 2021, Virgin Media may redeem some or all of the 2025 VM Sterling Senior Secured Notes by paying a “make-whole” premium, which is the present value of all remaining scheduled interest payments to January 15, 2021 using the discount rate (as specified in the indenture) as of the redemption date plus 50 basis points.

Virgin Media may redeem some or all of the 2025 VM Sterling Senior Secured Notes at the following redemption prices (expressed as a percentage of the principal amount) plus accrued and unpaid interest and additional amounts (as specified in the indenture), if any, to the applicable redemption date, as set forth below:

Redemption price
12-month period commencing January 15:
2021 105.000%
2022 102.500%
2023 and thereafter 100.000%

In September 2017, borrowings under the VM Financing Facility were increased by £459.0 million ($614.8 million) as a result of additional loans from Virgin Media Receivables Financing Notes I Designated Activity Company, a third-party special purpose financing entity that is not consolidated by Virgin Media or Liberty Global

~~Unitymedia Refinancing Transactions~~

~~In June 2017, Unitymedia entered into a new $855.0 million term loan facility (UM Facility B~~). UM Facility B was issued at 99.75% of par, matures on September 30, 2025, bears interest at a rate of LIBOR + 2.25% and is subject to a LIBOR floor of 0.0%. The $240.0 million of net proceeds from UM Facility B that were drawn in June 2017, together with existing cash, were used to (i) redeem 10% of the original principal amount of each of the following series of notes: (a) the January 2023 UM Dollar Senior

~~LIBERTY GLOBAL PLC~~

~~Notes to Condensed Consolidated Financial Statements — (Continued)~~

~~September 30, 2017~~

~~(unaudited)~~

Secured Notes and (b) the April 2023 UM Senior Secured Notes and (ii) redeem 10% of the outstanding principal amount of each of the following series of notes: (1) the January 2023 5.75% UM Euro Senior Secured Notes and (2) the January 2023 5.125% UM Euro Senior Secured Notes. In connection with these transactions, Unitymedia recognized a loss on debt modification and extinguishment, net, of $8.2 million. This loss includes (I) the payment of $6.9 million of redemption premium and (II) the write-off of $1.3 million of unamortized discounts and deferred financing costs.

In September 2017, Unitymedia borrowed the remaining $615.0 million under UM Facility B. The net proceeds from the September 2017 borrowing under UM Facility B, together with existing cash, were used to redeem in full the €526.5 million ($621.5 million) outstanding principal amount of the 2022 UM Senior Secured Notes. In connection with these transactions, Unitymedia recognized a loss on debt modification and extinguishment, net, of $22.6 million. This loss includes (i) the payment of $17.3 million of redemption premium and (ii) the write-off of $5.3 million of unamortized discounts and deferred financing costs.discounts.

For information regarding a ~~refinancing~~financing transaction completed by ~~Unitymedia~~Virgin Media subsequent to September 30, ~~2017,~~2018, see note ~~16.~~17.

~~UPC Holding Refinancing~~

Telenet Financing Transactions

In ~~February 2017, UPC Holding entered into a new $2,150.0 million term loan facility (UPC Facility AP~~). UPC Facility AP was issued at 99.75% of par, 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, together with existing cash, wereMarch 2018, Telenet used to prepay in full the $2,150.0 million outstanding principal amount under UPC Facility AN. In connection with these transactions, UPC Holding recognized a loss on debt modification and extinguishment, net, of $8.9 million related to unamortized discount and deferred financing costs.

~~In June 2017, UPCB Finance VII Limited (UPCB Finance VII) issued €600.0 million ($708.2 million) principal amount of 3.625% senior secured notes due June 15, 2029(the~~ ~~UPCB Finance VII Notes~~). UPCB Finance VII is a special purpose financing entity, which is 100% owned by a third party, created for the primary purpose of facilitating the offering of senior secured notes, for which UPC Holding is the primary beneficiary. As such, UPC Holding and Liberty Global are required to consolidate UPCB Finance VII. UPCB Finance VII used the proceeds to fund ~~UPC Facility AQ~~, an additional facility under the UPC Holding Bank Facility, with a subsidiary of UPC Holding as the borrower. The call provisions, maturity and applicable interest rate for UPC Facility AQ are the same as those for the UPCB Finance VII Notes.

~~The net proceeds from UPC Facility AQ were used, together with~~ existing cash to prepay in full the €600 million ($708.2 million) outstanding principal amount under UPC Facility AO. In connection with these transactions, UPC Holding recognized a loss on debt modification and extinguishment, net, of $5.4 million related to unamortized discount and deferred financing costs.

~~Subject to the circumstances described below, the UPCB Finance VII Notes are non-callable until June 15, 2022. At any time prior to June 15, 2022, UPCB Finance VII may redeem some or all~~10% of the UPCB Finance VII Notes by paying a “make-whole” premium, which is the present value of all remaining scheduled interest payments to June 15, 2022 using the discount rate (as specified in the indenture) as of the redemption date plus 50 basis points.

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

Redemption price
12-month period commencing June 15:
2022 101.813%
2023 100.906%
2024 100.453%
2025 and thereafter 100.000%

~~LIBERTY GLOBAL PLC~~

~~Notes to Condensed Consolidated Financial Statements — (Continued)~~

~~September 30, 2017~~

~~(unaudited)~~

~~In June 2017, UPC Holding issued €635.0~~€530.0 million ($~~749.5 million) principal amount of 3.875% senior notes due June 15, 2029(the~~ ~~UPC Holding 3.875% Senior Notes~~615.5 million). The net proceeds from the UPC Holding 3.875% Senior Notes were held in escrow as cash collateral at June 30, 2017, and subsequently released in a non-cash transaction to redeem in full the €600.0 million ($708.2 million) outstanding principal of the UPC Holding 6.375% Senior Notes. In connection with these transactions, UPC Holding recognized a loss on debt modification and extinguishment, net, of $37.7 million. This loss includes (i) the payment of $30.7 million of redemption premium and (ii) the write-off of $7.0 million of unamortized discounts and deferred financing costs.

Subject to the circumstances described below, the UPC Holding 3.875% Senior Notes are non-callable until June 15, 2022. At any time prior to June 15, 2022, UPC Holding may redeem some or all of the UPC Holding 3.875% Senior Notes by paying a “make-whole” premium, which is the present value of all remaining scheduled interest payments to June 15, 2022 using the discount rate (as specified in the indenture) as of the redemption date plus 50 basis points.

UPC Holding may redeem some or all of the UPC Holding 3.875% Senior Notes at the following redemption prices (expressed as a percentage of the principal amount) plus accrued and unpaid interest and additional amounts (as specified in the indenture), if any, to the applicable redemption date, as set forth below:

Redemption price
12-month period commencing June 15:
2022 101.938%
2023 100.969%
2024 100.484%
2025 and thereafter 100.000%

~~For information regarding refinancing transactions completed by UPC Holding subsequent to September 30, 2017, see note 16.~~

~~Telenet Refinancing Transactions~~

~~In April 2017, Telenet entered into (i) a €1,330.0 million ($1,569.9 million) term loan facility (Telenet Facility AH), which was issued at 99.75% of par, matures on March 31, 2026, bears interest at a rate of EURIBOR + 3.00% and is subject to a EURIBOR floor of 0.0%, and (ii) a $1,800.0 million term loan facility (Telenet Facility AI), which was issued at 99.75% of par, matures on June 30, 2025, bears interest at a rate of LIBOR + 2.75% and is subject to a LIBOR floor of 0.0%. The net proceeds from Telenet Facility AHandTelenet Facility AI were used to prepay in full (a) the €1,600.0 million ($1,888.6 million)~~ outstanding principal amount under Telenet Facility AEAB, together with accrued and~~(b)~~ unpaid interest and the ~~$1,500.0~~related prepayment premiums, which was owed to Telenet Finance VI and, in turn, Telenet Finance VI used such proceeds to redeem 10% of the €530.0 million outstanding principal amount ~~under~~of the Telenet ~~Facility AF.~~Finance VI Notes. In connection with ~~these transactions,~~this transaction, Telenet recognized a loss on debt modification and extinguishment, net, of ~~$22.1~~$2.6 million related to ~~unamortized discounts and deferred financing costs.~~

~~In May 2017, commitments under Telenet Facility AI were increased by $500.0 million (the~~ ~~Telenet Facility AI Add-on~~). The Telenet Facility AI Add-on was issued at 100% of par with the same maturity and interest rate as Telenet Facility AI. The proceeds from the Telenet Facility AI Add-on were used to prepay in full the €450.0 million ($531.2 million) outstanding principal amount under ~~Telenet Facility U, together with accrued and unpaid interest and the related prepayment premium, to Telenet Finance V Luxembourg S.C.A (Telenet Finance V~~) and, in turn, Telenet Finance V used such proceeds to redeem in full the €450.0 million outstanding principal amount of its 6.25% senior secured notes. Telenet Finance V is a special purpose financing entity, which is 100% owned by a third party, created for the primary purpose of facilitating the offering of senior secured notes, for which Telenet is the primary beneficiary. As such, Telenet and Liberty Global are required to consolidate Telenet Finance V. In connection with these transactions, Telenet recognized a loss on debt modification and extinguishment, net, of $27.7 million. This loss includes (i) the payment of ~~$21.5~~$2.0 million of redemption ~~premium~~premiums and (ii) the write-off of ~~$6.2~~$0.6 million of unamortized ~~discount and~~ deferred financing ~~costs.~~costs and discounts.

LIBERTY GLOBAL PLC

Notes to Condensed Consolidated Financial Statements — (Continued)

September 30, ~~2017~~2018

(unaudited)

~~C&W Refinancing Transactions~~

In ~~May 2017, C&W entered into a new $1,125.0~~March 2018, commitments under Telenet Facility AL were increased by $300.0 million ~~term loan facility~~ (the ~~C&W Term Loan B-3~~Telenet Facility AL Add-on). The ~~C&W Term Loan B-3~~terms of the Telenet Facility ~~was issued at 99.5%~~AL Add-on are consistent with those of ~~par, matures on January 31, 2025, bears interest at a rate~~Telenet Facility AL. In April 2018, Telenet drew the full $300.0 million of ~~LIBOR + 3.50%~~the Telenet Facility AL Add-on and ~~is subject to a LIBOR floor of 0.0%. The~~used the net proceeds, ~~from the C&W Term Loan B-3 Facility were used~~together with existing cash, to prepay in full the ~~$1,100.0~~€250.0 million ($290.3 million) outstanding principal amount under Telenet Facility V, together with accrued and unpaid interest and the related prepayment premiums, which was owed to Telenet Finance V and, in turn, Telenet Finance V used such proceeds to redeem in full the €250.0 million outstanding principal amount ~~under~~of the ~~C&W Term Loans.~~Telenet Finance V Notes. In connection with ~~these transactions, C&W~~this transaction, Telenet recognized a loss on debt modification and extinguishment, net, of ~~$24.9 million. This loss includes~~$21.3 million related to (i) the payment of $17.3 million of redemption premiums and (ii) the write-off of ~~$22.7~~$4.0 million of unamortized ~~discount and~~ deferred financing costs and ~~(ii) the payment of $2.2 million of third-party costs.~~discounts.

In ~~July 2017, the commitments under the C&W Term Loan B-3~~May 2018, Telenet entered into (i) a $1,600.0 million term loan facility (Telenet Facility ~~were increased by $700.0 million (the~~ ~~C&W Term Loan B-3 Facility Add-on~~AN)~~. The C&W Term Loan B-3 Facility Add-on~~, which was issued at ~~99.5%~~99.875% of par, ~~with the same maturity~~matures on August 15, 2026, bears interest at a rate of LIBOR + 2.25% and ~~interest rate as the C&W Term Loan B-3 Facility.~~

~~In August 2017, C&W Senior Financing Designated Activity Company~~is subject to a LIBOR floor of 0.0%, and (ii) a €730.0 million ($847.8 million) term loan facility (~~C&W Senior Financing~~Telenet Facility AO), which was issued ~~$700.0 million principal amount~~at 99.875% of ~~6.875% senior notes due September~~par, matures on December 15, 2027, ~~(the~~ ~~2027 C&W Senior Notes~~).~~C&W Senior Financing, which was created for the primary purpose~~bears interest at a rate of ~~facilitating the offering of the 2027 C&W Senior Notes,~~EURIBOR + 2.50% and is ~~a special purpose financing entity that is 100% owned by a third-party.~~

~~C&W Senior Financing used the proceeds from the 2027 C&W Senior Notes to fund a new term loan (the~~ ~~C&W Financing Loan~~) under the C&W Credit Facilities, with a subsidiary of C&W as the borrower and certain other C&W subsidiaries as guarantors. The call provisions, maturity and applicable interest rate for the C&W Financing Loan are the same as those for the 2027 C&W Senior Notes. C&W Senior Financing’s obligations under the 2027 C&W Senior Notes are secured by interests over (i) certain of C&W Senior Financing’s bank accounts and (ii) C&W Senior Financing’s rights under the C&W Financing Loan. C&W Senior Financing is prohibited from incurring any additional indebtedness, subject to ~~certain exceptions under the applicable indenture. C&W Senior Financing is dependent upon payments from C&W in order to service its payment obligations under the 2027 C&W Senior Notes.~~

~~The C&W Financing Loan creates~~ a variable interest in C&W Senior Financing for which C&W is the primary beneficiary. As a result, C&W and Liberty Global are required to consolidate C&W Senior Financing and, accordingly, the C&W Financing Loan is eliminated in our consolidated financial statements.

~~Subject to the circumstances described below, the 2027 C&W Senior Notes are non-callable until September 15, 2022. At any time prior to September 15, 2022, C&W Senior Financing may redeem some or all~~EURIBOR floor of the 2027 C&W Senior Notes by paying a “make-whole” premium, which is the present value of all remaining scheduled interest payments to September 15, 2022 using the discount rate (as specified in the indenture) as of the redemption date plus 50 basis points.

C&W Senior Financing may redeem some or all of the 2027 C&W Senior Notes at the following redemption prices (expressed as a percentage of the principal amount) plus accrued and unpaid interest and additional amounts (as specified in the indenture), if any, to the applicable redemption date, as set forth below:

Redemption price
12-month period commencing September 15:
2022 103.438%
2023 101.719%
2024 100.859%
2025 and thereafter 100.000%

0.0%. The net proceeds from ~~the C&W Term Loan B-3~~Telenet Facility ~~Add-on~~AN and ~~the C&W Financing Loan~~Telenet Facility AO, together with existing cash, were used ~~(i)~~ to ~~redeem~~prepay in full (a) the ~~$1,250.0~~$1,300.0 million outstanding principal amount ofunder Telenet Facility AL, (b) the ~~Columbus Senior Notes~~$300.0 million outstanding principal amount under the Telenet Facility AL Add-on and ~~(ii) for general corporate purposes.~~(c) the €730.0 million outstanding principal amount under Telenet Facility AM. In connection with these transactions, ~~C&W~~Telenet recognized a loss on debt modification and extinguishment, net, of ~~$25.8 million. This~~$7.6 million related to the write-off of unamortized deferred financing costs and discounts.

In August 2018, commitments under Telenet Facility AN and Telenet Facility AO were increased by $475.0 million (the Telenet Facility AN Add-on) and €205.0 million ($238.1 million) (the Telenet Facility AO Add-on), respectively. The Telenet Facility AN Add-on and the Telenet Facility AO Add-on were issued at 98.5% and 98.0% of par, respectively. All other terms of the Telenet Facility AN Add-on and the Telenet Facility AO Add-on are consistent with those of Telenet Facility AN and Telenet Facility AO, respectively. The Telenet Facility AN Add-on and the Telenet Facility AO Add-on were drawn in October 2018, and the net proceeds were used to make an aggregate dividend payment to Telenet shareholders (including Liberty Global) of €600.0 million ($696.8 million).

UPC Holding Financing Transactions

In August 2018, UPC Holding (i) repaid $330.0 million of the $1,975.0 million outstanding principal amount under UPC Facility AR, (ii) repaid in full the €500.0 million ($580.7 million) outstanding principal amount under UPC Facility AS and (iii) redeemed €60.0 million ($69.7 million) of the €600.0 million ($696.8 million) outstanding principal amount under UPC Facility AK, together with accrued and unpaid interest and the related prepayment premiums, which was owed to UPCB Finance IV and, in turn, UPCB Finance IV used such proceeds to redeem €60.0 million of the €600.0 million outstanding principal amount of the UPCB Finance IV Euro Notes. These transactions were funded with a portion of the proceeds received by another Liberty Global subsidiary in connection with the sale of UPC Austria, as described in note 4. In connection with this transaction, UPC Holding recognized a loss ~~includes~~on debt modification and extinguishment, net, of $8.9 million related to (a) the write-off of $6.9 million of unamortized deferred financing costs and discounts and (b) the payment of ~~$85.1~~$2.0 million of redemption ~~premium and (b) the write-off of $59.3 million of unamortized premium.~~premiums.

LIBERTY GLOBAL PLC

Notes to Condensed Consolidated Financial Statements — (Continued)

September 30, ~~2017~~2018

(unaudited)

Maturities of Debt and Capital Lease Obligations

Maturities of our debt and capital lease obligations as of September 30, ~~2017~~2018 are presented below ~~(U.S. dollar equivalents based on September 30, 2017 exchange rates)~~ for the named entity and its subsidiaries, unless otherwise ~~noted:~~noted. Amounts presented below represent U.S. dollar equivalents based on September 30, 2018 exchange rates:

Debt:

Liberty Global Group
Virgin Media Unitymedia UPC
Holding (a) Telenet (b) Other Total Liberty Global Group
in millions
Year ending December 31:
2017 (remainder of year) $ 683.3
$ 98.8
$ 303.1
$ 105.7
$ 196.1
$ 1,387.0
2018 1,583.8
252.1
619.2
187.9
202.7
2,845.7
2019 117.1
8.5
2.2
20.1
36.9
184.8
2020 83.6
8.1
5.4
13.4
202.5
313.0
2021 1,353.1
7.6
11.3
11.8
1,384.4
2,768.2
2022 385.1
7.2
4.5
12.1
322.1
731.0
Thereafter 12,652.2
8,389.4
6,349.7
4,881.2
—
32,272.5
Total debt maturities 16,858.2
8,771.7
7,295.4
5,232.2
2,344.7
40,502.2
Premiums, discounts and deferred financing costs, net (86.3 ) (49.9 ) (43.0 ) (32.2 ) (30.9 ) (242.3 )
Total debt $ 16,771.9
$ 8,721.8
$ 7,252.4
$ 5,200.0
$ 2,313.8
$ 40,259.9
Current portion $ 2,266.6
$ 350.9
$ 921.7
$ 284.7
$ 57.9
$ 3,881.8
Noncurrent portion $ 14,505.3
$ 8,370.9
$ 6,330.7
$ 4,915.3
$ 2,255.9
$ 36,378.1

LiLAC Group
Total Liberty Global Group C&W (c) VTR Liberty Puerto Rico Total LiLAC Group Total Liberty Global
in millions
Year ending December 31:
2017 (remainder of year) $ 1,387.0
$ 98.7
$ 7.3
$ —
$ 106.0
$ 1,493.0
2018 2,845.7
79.1
79.9
—
159.0
3,004.7
2019 184.8
243.9
—
—
243.9
428.7
2020 313.0
39.3
—
—
39.3
352.3
2021 2,768.2
135.0
—
—
135.0
2,903.2
2022 731.0
775.1
—
850.0
1,625.1
2,356.1
Thereafter 32,272.5
2,546.7
1,400.0
92.5
4,039.2
36,311.7
Total debt maturities 40,502.2
3,917.8
1,487.2
942.5
6,347.5
46,849.7
Premiums, discounts and deferred financing costs, net (242.3 ) 6.4
(22.7 ) (11.9 ) (28.2 ) (270.5 )
Total debt $ 40,259.9
$ 3,924.2
$ 1,464.5
$ 930.6
$ 6,319.3
$ 46,579.2
Current portion $ 3,881.8
$ 160.2
$ 87.2
$ —
$ 247.4
$ 4,129.2
Noncurrent portion $ 36,378.1
$ 3,764.0
$ 1,377.3
$ 930.6
$ 6,071.9
$ 42,450.0

~~LIBERTY GLOBAL PLC~~

~~Notes to Condensed Consolidated Financial Statements — (Continued)~~

~~September 30, 2017~~

~~(unaudited)~~



	Virgin Media			UPC Holding (a)			Telenet (b)			Other			Total
	in millions
Year ending December 31:
2018 (remainder of year)	$	677.8		$	118.2		$	157.8		$	6.5		$	960.3
2019	1,745.1			413.4			267.3			53.1			2,478.9
2020	15.7			23.1			14.2			214.7			267.7
2021	1,340.3			24.0			12.2			981.8			2,358.3
2022	366.7			21.2			12.1			327.6			727.6
2023	435.0			16.9			13.2			—			465.1
Thereafter	11,818.1			5,334.2			4,788.3			—			21,940.6
Total debt maturities	16,398.7			5,951.0			5,265.1			1,583.7			29,198.5
Deferred financing costs, discounts and premiums, net	(45.5		)	(41.5		)	(20.9		)	(22.4		)	(130.3		)
Total debt	$	16,353.2		$	5,909.5		$	5,244.2		$	1,561.3		$	29,068.2
Current portion	$	2,420.7		$	528.8		$	407.2		$	57.3		$	3,414.0
Noncurrent portion	$	13,932.5		$	5,380.7		$	4,837.0		$	1,504.0		$	25,654.2

_______________


(a)	Amounts include certain senior secured notes issued by special purpose financing entities that are consolidated by UPC Holding and Liberty Global.


(b)	Amounts include certain senior secured notes issued by special purpose financing entities that are consolidated by Telenet and Liberty Global.


~~(c)~~	~~Amounts include certain senior notes issued by special purpose financing entities that are consolidated by C&W and Liberty Global.~~

LIBERTY GLOBAL PLC

Notes to Condensed Consolidated Financial Statements — (Continued)

September 30, 2018

(unaudited)

Capital lease obligations:


	Liberty Global Group
	Unitymedia			Telenet			Virgin Media			Other			Total Liberty Global Group			Total LiLAC Group			Total			Telenet			UPC Holding			Virgin Media			Other			Total
	in millions																					in millions
Year ending December 31:
2017 (remainder of year)	$	22.0		$	22.1		$	7.4		$	12.8		$	64.3		$	7.0		$	71.3
2018	87.8			75.5			17.9			38.4			219.6			7.5			227.1
2018 (remainder of year)																						$	23.9		$	4.7		$	4.6		$	8.0		$	41.2
2019	87.3			66.3			9.4			32.0			195.0			3.8			198.8			78.1			14.5			11.5			13.6			117.7
2020	86.9			62.8			6.4			26.1			182.2			1.2			183.4			74.6			15.2			8.6			8.7			107.1
2021	86.7			60.6			6.2			21.6			175.1			0.1			175.2			70.5			15.6			8.8			4.6			99.5
2022	86.5			62.1			7.0			16.1			171.7			—			171.7			70.5			12.7			10.9			3.0			97.1
2023																						59.0			11.8			6.5			18.1			95.4
Thereafter	682.6			233.2			179.4			50.7			1,145.9			—			1,145.9			240.4			20.3			194.0			—			454.7
Total principal and interest payments	1,139.8			582.6			233.7			197.7			2,153.8			19.6			2,173.4			617.0			94.8			244.9			56.0			1,012.7
Amounts representing interest	(424.7		)	(144.7		)	(155.4		)	(31.3		)	(756.1		)	(0.8		)	(756.9		)	(152.1		)	(16.8		)	(174.0		)	(6.6		)	(349.5		)
Present value of net minimum lease payments	$	715.1		$	437.9		$	78.3		$	166.4		$	1,397.7		$	18.8		$	1,416.5		$	464.9		$	78.0		$	70.9		$	49.4		$	663.2
Current portion	$	33.9		$	52.3		$	17.0		$	29.6		$	132.8		$	6.7		$	139.5		$	52.4		$	9.4		$	8.5		$	15.1		$	85.4
Noncurrent portion	$	681.2		$	385.6		$	61.3		$	136.8		$	1,264.9		$	12.1		$	1,277.0		$	412.5		$	68.6		$	62.4		$	34.3		$	577.8

~~Non-cash Financing Transactions~~

~~During the~~ ~~nine~~ ~~months ended~~ ~~September 30, 2017~~ ~~and~~ ~~2016~~, certain of our refinancing transactions included non-cash borrowings and repayments of debt aggregating $7,731.2 million (excluding a $684.5 million equivalent non-cash repayment of debt from proceeds held in escrow) and $6,131.6 million, respectively.

LIBERTY GLOBAL PLC

Notes to Condensed Consolidated Financial Statements — (Continued)

September 30, ~~2017~~2018

(unaudited)

(910) Income Taxes

Income tax expense attributable to our lossfrom continuing operations before income taxes differs from the amounts computed using the applicable income tax rate as a result of the following factors:


	Three months ended						Nine months ended						Three months ended						Nine months ended
	September 30,						September 30,						September 30,						September 30,
	2017			2016			2017			2016			2018			2017			2018			2017
	in millions												in millions

Computed “expected” tax benefit (a)	$	136.9		$	19.1		$	260.7		$	70.4		$	21.9		$	96.3		$	37.0		$	284.2
Change in valuation allowances (b):
Mandatory Repatriation Tax (b)													(172.7		)	—			(1,141.2		)	—
Change in valuation allowances (b) (c):
Expense	(97.0		)	(21.5		)	(304.7		)	(256.6		)	(19.3		)	(98.8		)	(35.4		)	(268.4		)
Benefit	22.2			1.7			57.6			15.6			61.0			15.3			483.1			25.3
Non-deductible or non-taxable foreign currency exchange results (b):
Basis and other differences in the treatment of items associated with investments in subsidiaries and affiliates (c):
Expense	(71.8		)	(2.6		)	(246.4		)	(4.9		)	(190.5		)	(58.3		)	(337.1		)	(139.1		)
Benefit	4.0			32.3			8.3			154.4			57.6			0.1			60.9			0.4
Non-deductible or non-taxable interest and other items (b):
Non-deductible or non-taxable foreign currency exchange results (c):
Expense	(27.4		)	(82.7		)	(126.6		)	(127.9		)	(1.7		)	(71.9		)	(6.6		)	(204.4		)
Benefit	13.8			12.5			37.8			34.4			22.0			2.5			95.6			6.8
Basis and other differences in the treatment of items associated with investments in subsidiaries and affiliates (b):
Non-deductible or non-taxable interest and other items (c):
Expense	(31.4		)	(15.3		)	(59.4		)	(112.4		)	(62.0		)	(9.3		)	(103.8		)	(61.9		)
Benefit	(0.4		)	18.7			2.2			37.5			1.3			10.9			23.7			29.7
Goodwill impairment	(43.5		)	—			(43.5		)	—
International rate differences (b) (c):
International rate differences (c) (d):
Expense													(19.9		)	(16.8		)	(42.5		)	(35.9		)
Benefit	57.0			47.8			136.0			124.8			19.5			46.3			50.7			121.6
Expense	(46.3		)	(22.2		)	(92.9		)	(45.2		)
Enacted tax law and rate change	1.9			(135.4		)	18.3			(140.6		)
Recognition of previously unrecognized tax benefits	4.9			14.5			13.8			32.4			11.4			4.9			15.6			4.9
Foreign taxes	2.7			(12.5		)	(10.6		)	(22.9		)
Tax effect of intercompany financing	0.9			40.6			(5.5		)	125.7
Other, net	5.7			(4.5		)	10.6			(1.3		)	(9.9		)	17.0			1.5			24.6
Total income tax expense	$	(67.8	)	$	(109.5	)	$	(344.3	)	$	(116.6	)	$	(281.3	)	$	(61.8	)	$	(898.5	)	$	(212.2	)

_______________

(a)

The statutory or “expected” tax rates are U.K. rates of 19.0% for the 2018 periods and 19.25% for the 2017 ~~periods and 20.0% for the 2016~~ periods. The statutory rate for the 2017 periods represents the blended rate ~~that will be~~ in effect for the year ended December 31, 2017 based on the 20.0% statutory rate that was in effect for the first quarter of 2017 and the 19.0% statutory rate that iswas in effect for the remainder of 2017.

(b)

As further discussed below, the liability we have recorded for the Mandatory Repatriation Tax (as defined and described below) is significantly lower than the amount included in our income tax expense due in part to the expected use of carryforward tax attributes in the U.S., all of which were subject to valuation allowances prior to the initial recognition of the Mandatory Repatriation Tax during the first quarter of 2018.


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


~~(c)~~(d)	Amounts reflect adjustments (either a benefit or an expense) to the “expected” tax benefit ~~(expense)~~ for statutory rates in jurisdictions in which we operate that are outside of the U.K.

The Tax Cuts and Jobs Act (the 2017 U.S. Tax Act) was signed into U.S. law on December 22, 2017. In addition to lowering the U.S. corporate tax rate from 35.0% to 21.0% effective January 1, 2018, the 2017 U.S. Tax Act contains significant changes to

LIBERTY GLOBAL PLC

Notes to Condensed Consolidated Financial Statements — (Continued)

September 30, ~~2017~~2018

(unaudited)

the U.S. income tax regime, including (i) changes to the formation and use of net operating losses incurred after December 31, 2017, (ii) changes to the income tax deductibility of certain business expenses, including interest expense and compensation paid to certain executive officers, (iii) the imposition of taxes on a one-time deemed mandatory repatriation of earnings and profits of foreign corporations (the Mandatory Repatriation Tax) and (iv) a new tax on global intangible low-taxed income.

The Mandatory Repatriation Tax requires that the aggregate post-1986 earnings and profits of our foreign corporations be included in our U.S. taxable income. The one-time repatriation of undistributed foreign earnings and profits is then taxed at a rate of 15.5% for cash earnings and 8% for non-cash earnings, both as defined in the 2017 U.S. Tax Act, and is payable, interest free, over an eight year period according to a prescribed payment schedule with 45% of the tax due in the last two years. At September 30, ~~2017,~~2018, we have recorded an estimate of our liability for the Mandatory Repatriation Tax of $297.3 million after considering the expected use of carryforward tax attributes and other filing positions. Our estimate is subject to change during the fourth quarter of 2018 as we finalize our estimates, review various historical transactions and analyze substantial information that supports our ownership structure and the operating history of our foreign subsidiaries, as well as evaluate guidance from the tax authorities on the application of the tax laws underlying the Mandatory Repatriation Tax.

At September 30, 2018, our unrecognized tax benefits of ~~$589.9~~$788.6 millionincluded ~~$537.9~~$567.4 million of tax benefits that would have a favorable impact on our effective income tax rate if ultimately recognized, after considering amounts that we would expect to be offset by valuation allowances and other factors.

During the next 12 months, it is reasonably possible that the resolution of ongoing examinations by tax authorities, as well as the expiration of statutes of limitation, could result in reductions to our unrecognized tax benefits related to tax positions taken as of September 30, ~~2017.~~2018. The amount of any such reductions could range up to $255.0 million, of which approximately $110.0 million would have a positive impact on our effective tax rate. Other than the potential impacts of these ongoing examinations and the expected expiration of certain statutes of limitation, we do not expect any material changes to our unrecognized tax benefits during the next 12 months. No assurance can be given as to the nature or impact of any changes in our unrecognized tax positions during the next 12 months.

We are currently undergoing income tax audits in ~~Austria, Chile, Germany,~~Belgium, the Netherlands ~~Panama, Trinidad~~ and ~~Tobago,~~ the U.S. ~~and certain other jurisdictions within Latin America and the Caribbean.~~ Except as noted below, any adjustments that might arise from the foregoing examinations are not expected to have a material impact on our consolidated financial position or results of operations. In the U.S., we have received notices of adjustment from the Internal Revenue Service with respect to our 2009 and 2010 income tax returns, and have entered into the appeals process with respect to the 2009 and 2010 matters. In Chile, adjustments received from the tax authorities for the tax years 2011, 2012 and 2013 are in dispute. We have appealed the adjustments related to the 2011 and 2012 tax years to the Chilean tax court and intend to file an appeal for the 2013 tax year. Also in Chile, we recorded an income tax receivable in connection with the expected utilization of certain net operating loss carryforwards upon the completion of a merger transaction of two indirect subsidiaries of Liberty Global. We are engaged in an ongoing examination by tax authorities in Chile in connection with this receivable and were notified during the third quarter of 2016 that approximately 48% of our claim has been agreed by the tax authorities. This refund was received during the second quarter of 2017. We are pursuing the payment of the remaining portion of this receivable through all available methods. While we believe that the ultimate resolution of these proposed adjustments will not have a material impact on our consolidated financial position, results of operations or cash flows, no assurance can be given that this will be the case given the amounts involved and the complex nature of the related issues.

(1011) Equity

~~A summary of the changes in our share capital during~~Share Repurchases. During the nine months ended September 30, ~~2017 is set forth in~~2018, we repurchased (i) 15,649,900 shares of our class A ordinary shares at an average price per share of $29.69 and (ii) 40,789,400 shares of our class C ordinary shares at an average price per share of $29.88, for an aggregate purchase price of $1,683.4 million, including direct acquisition costs. In July 2018, our board of directors authorized an additional $500.0 million of share repurchases through July 2019. At September 30, 2018, the ~~table below:~~

Liberty Global Shares LiLAC Shares
Class A Class B Class C Total Class A Class B Class C Total
in millions
Balance at January 1, 2017 $ 2.5
$ 0.1
$ 6.3
$ 8.9
$ 0.5
$ —
$ 1.2
$ 1.7
Repurchase and cancellation of Liberty Global ordinary shares (0.3 ) —
(0.4 ) (0.7 ) —
—
—
—
Balance at September 30, 2017 $ 2.2
$ 0.1
$ 5.9
$ 8.2
$ 0.5
$ —
$ 1.2
$ 1.7

remaining amount authorized for share repurchases was $891.0 million.

Telenet Dividend. In August 2018, Telenet declared a dividend to its shareholders. The ~~following table provides details~~aggregate dividend, which was paid on October 4, 2018, was €600.0 million ($690.8 million at the transaction date) and wasfinanced with additional borrowings under the Telenet Credit Facility, as described in note 9. Our share of ~~our share repurchases during~~this dividend was €351.6 million ($404.8 million at the ~~nine months ended September 30, 2017:~~

Class A ordinary shares Class C ordinary shares

Shares
repurchased

Average price
paid per share (a)

Shares
repurchased

Average price
paid per share (a)
Total cost (a)
in millions

Liberty Global Shares 32,697,810
$ 33.86
44,810,851
$ 33.10
$ 2,590.4

LiLAC Shares 2,062,233
$ 22.84
285,572
$ 22.25
$ 53.5

transaction date).

~~_______________~~


~~(a)~~	Includes direct acquisition costs, where applicable. As of September 30, 2017, the remaining amount authorized for repurchases of Liberty Global Shares and LiLAC Shares was $367.7 million and $225.5 million, respectively.

LIBERTY GLOBAL PLC

Notes to Condensed Consolidated Financial Statements — (Continued)

September 30, ~~2017~~2018

(unaudited)

(1112) Share-based Compensation

Our share-based compensation expense primarily relates to the share-based incentive awards issued by Liberty Global to its employees and employees of its subsidiaries. A summary of our aggregate share-based compensation expense is set forth below:

Three months ended September 30, Nine months ended September 30,
2017 2016 2017 2016
in millions
Liberty Global:
Performance-based incentive awards (a) $ (5.7 ) $ 28.5
$ 19.6
$ 105.7
Other share-based incentive awards 28.5
28.6
88.1
86.8
Total Liberty Global 22.8
57.1
107.7
192.5
Telenet share-based incentive awards 3.4
3.6
10.9
8.2
Other 0.3
2.1
3.3
5.7
Total $ 26.5
$ 62.8
$ 121.9
$ 206.4
Included in:
Other operating expense:
Liberty Global Group $ 1.1
$ 0.8
$ 2.8
$ 2.4
LiLAC Group (0.1 ) 0.4
0.5
0.9
Total other operating expense 1.0
1.2
3.3
3.3
SG&A expense:
Liberty Global Group 22.1
56.3
107.2
193.3
LiLAC Group 3.4
5.3
11.4
9.8
Total SG&A expense 25.5
61.6
118.6
203.1
Total $ 26.5
$ 62.8
$ 121.9
$ 206.4



	Three months ended September 30,					Nine months ended September 30,
	2018		2017			2018		2017
	in millions
Liberty Global:
Performance-based incentive awards (a)	$	9.3	$	(6.1	)	$	26.0	$	13.7
Non-performance based share-based incentive awards	18.3		22.4			64.6		68.7
Other (b)	8.9		—			29.4		—
Total Liberty Global	36.5		16.3			120.0		82.4
Other	6.3		5.2			11.0		19.4
Total	$	42.8	$	21.5		$	131.0	$	101.8
Included in:
Other operating expense	$	1.2	$	1.0		$	2.2	$	2.9
SG&A expense	41.6		20.5			128.8		98.9
Total	$	42.8	$	21.5		$	131.0	$	101.8

_______________


(a)	Includes share-based compensation expense related to (i) performance-based restricted share units (PSUs), and (ii) ~~for the 2016 periods, a challenge performance award plan for certain executive officers and key employees (the~~ ~~Challenge Performance Awards) and (iii)~~ through March 31, 2017, performance grant units (PGUs) held by our Chief Executive Officer.

(b)

Represents annual incentive compensation and defined contribution plan liabilities that have been or are expected to be settled with Liberty Global ordinary shares. In the case of the annual incentive compensation, shares will be issued to senior management and key employees pursuant to a shareholding incentive program that was implemented in 2018. The ~~Challenge Performance Awards include performance-based share appreciation rights (PSARs) and~~ ~~PSU~~s.shareholding incentive program allows these employees to elect to receive up to 100% of their annual incentive compensation in ordinary shares of Liberty Global in lieu of cash.

The following table provides the aggregate number of options and share appreciation rights (~~SAR~~SARs~~s) and PSARs~~) with respect to ~~(i)~~awards issued by Liberty Global ~~Shares~~that were (i) outstanding and (ii) ~~LiLAC Shares that were (a) outstanding and (b)~~ exercisable as of September 30, ~~2017~~2018:

Class A Class C
Number of shares underlying awards Weighted Average exercise or base price Number of shares underlying awards Weighted Average exercise or base price

Aggregate number of Liberty Global options, SARs and PSARs:
Outstanding at September 30, 2017 15,573,819
$ 32.37
37,016,924
$ 30.20
Exercisable at September 30, 2017 9,051,140
$ 30.06
23,933,705
$ 27.87
Aggregate number of LiLAC options, SARs and PSARs:
Outstanding at September 30, 2017 2,535,326
$ 31.57
5,883,880
$ 31.55
Exercisable at September 30, 2017 1,277,144
$ 33.83
3,366,278
$ 32.91



	Class A			Class C
	Number of shares underlying awards	Weighted Average exercise or base price		Number of shares underlying awards	Weighted Average exercise or base price
Held by Liberty Global employees:
Outstanding	16,021,880	$	32.23	37,027,043	$	30.32
Exercisable	9,579,098	$	32.04	23,213,374	$	29.80

Held by former Liberty Global employees:
Outstanding	1,220,423	$	32.81	2,861,651	$	30.62
Exercisable	997,219	$	32.17	2,414,209	$	29.88

LIBERTY GLOBAL PLC

Notes to Condensed Consolidated Financial Statements — (Continued)

September 30, ~~2017~~2018

(unaudited)

The following table provides the aggregate number of restricted share units (~~RSU~~RSUss)) and PSUs ~~with respect to (i) Liberty Global Shares and (ii) LiLAC Shares~~ that were outstanding as of September 30, ~~2017:~~2018:

Class A Class C

Aggregate number of RSUs:
Liberty Global 616,517
1,219,654
LiLAC 180,279
370,298
Aggregate number of PSUs:
Liberty Global 2,409,091
4,825,099
LiLAC 440,167
880,376



	Class A	Class C
Held by Liberty Global employees:
RSUs	664,539	1,336,706
PSUs (a)	1,750,794	3,506,744
Held by former Liberty Global employees:
RSUs	12,481	25,000
PSUs	177,505	355,419

_______________


(a)	Amounts do not include the 2018 PSUs, as defined and described below.

2018 PSUs

During the first nine months of 2018, the compensation committee of our board of directors approved the grant of an aggregate 1,158,446 and 2,316,892 Class A and Class C PSUs, respectively, to executive officers and key employees (the 2018 PSUs) pursuant to a performance plan that is based on the achievement of a specified compound annual growth rate (CAGR) with respect to ourAdjusted OIBDA (as defined in note 16) during the two-year period ending December 31, 2019. The 2018 PSUs include over- and under-performance payout opportunities should the Adjusted OIBDA CAGR exceed or fail to meet the target, as applicable. A performance range of 50% to 125% of the target Adjusted OIBDA CAGR will generally result in award recipients earning 50% to 150% of their target 2018 PSUs, subject to reduction or forfeiture based on individual performance. The earned 2018 PSUs will vest 50% on April 1, 2020 and 50% on October 1, 2020. As of September 30, 2018, the target Adjusted OIBDA CAGR had not yet been determined. Accordingly, no share-based compensation expense has been recognized related to the 2018 PSUs. On October 26, 2018, the target Adjusted OIBDA CAGR was determined, and compensation expense with respect to the 2018 PSUs will be recognized prospectively from this date.

~~(12)~~(13) Restructuring Liability

A summary of ~~the~~ changes in our restructuring ~~liability~~liabilities during the nine months ended September 30, ~~2017~~2018 is set forth in the table below:


	Employee severance and termination			Office closures			Contract termination and other			Total			Employee severance and termination			Office closures			Contract termination and other			Total
	in millions												in millions

Restructuring liability as of January 1, 2017	$	77.6		$	7.3		$	58.7		$	143.6
Restructuring liability as of January 1, 2018													$	11.7		$	9.5		$	16.5		$	37.7
Restructuring charges	69.3			6.8			5.9			82.0			27.5			5.5			44.0			77.0
Cash paid	(105.0		)	(3.3		)	(24.2		)	(132.5		)	(25.3		)	(4.9		)	(43.6		)	(73.8		)
Foreign currency translation adjustments and other	5.9			0.6			3.0			9.5
Restructuring liability as of September 30, 2017	$	47.8		$	11.4		$	43.4		$	102.6
Foreign currency translation adjustments													(0.4		)	(0.3		)	(2.4		)	(3.1		)
Restructuring liability as of September 30, 2018													$	13.5		$	9.8		$	14.5		$	37.8

Current portion	$	46.3		$	6.1		$	16.0		$	68.4		$	12.0		$	5.2		$	4.4		$	21.6
Noncurrent portion	1.5			5.3			27.4			34.2			1.5			4.6			10.1			16.2
Total	$	47.8		$	11.4		$	43.4		$	102.6		$	13.5		$	9.8		$	14.5		$	37.8

Our restructuring charges during the nine months ended September 30, ~~2017 include~~2018 included $39.2 million of costs recorded during the first quarter in Belgium attributable to the migration of Telenet’s mobile subscribers from a mobile virtual network operator (MVNO~~employee severance~~) arrangement to Telenet’s mobile network. In March 2018, Telenet completed the migration and ~~termination~~recorded the costs ~~related~~

LIBERTY GLOBAL PLC

Notes to ~~certain reorganization and integration activities~~Condensed Consolidated Financial Statements — (Continued)

September 30, 2018

(unaudited)

associated with meeting its minimum guarantee commitment under the MVNO agreement as a restructuring charge. Telenet’s MVNO agreement does not expire until the end of ~~$20.6 million at C&W, $18.6 million in Germany, $14.9 million in U.K./Ireland and $8.7 million in the European Division’s central operations.~~2018.

(1314) Earnings or Loss per Share

Basic earnings or loss per ~~shares~~share (EPS) is computed by dividing net earnings or loss by the weighted average number of shares outstanding for the period. Diluted EPS presents the dilutive effect, if any, on a per share basis of potential shares (e.g., options, SARs, ~~PSARs,~~ RSUs and ~~convertible securities)~~PSUs) as if they had been exercised, vested or converted at the beginning of the periods presented.

~~LIBERTY GLOBAL PLC~~

~~Notes to Condensed Consolidated Financial Statements — (Continued)~~

~~September 30, 2017~~

~~(unaudited)~~

The details of our net loss from continuing operations attributable to ~~holders of~~ Liberty Global ~~Shares and LiLAC Shares~~shareholders are set forth below:

Three months ended Nine months ended
September 30, September 30,
2017 2016 2017 2016
in millions
Net loss attributable to holders of:
Liberty Global Shares $ (460.4 ) $ (167.7 ) $ (1,389.9 ) $ (294.1 )
LiLAC Shares (331.2 ) (81.8 ) (396.2 ) (223.1 )
Net loss attributable to Liberty Global shareholders $ (791.6 ) $ (249.5 ) $ (1,786.1 ) $ (517.2 )



	Three months ended						Nine months ended
	September 30,						September 30,
	2018			2017			2018			2017
	in millions, except share amounts

Loss from continuing operations	$	(396.7	)	$	(561.9	)	$	(1,093.0	)	$	(1,688.7	)
Net earnings from continuing operations attributable to noncontrolling interests	(51.2		)	(23.2		)	(93.4		)	(63.0		)
Net loss from continuing operations attributable to Liberty Global shareholders	$	(447.9	)	$	(585.1	)	$	(1,186.4	)	$	(1,751.7	)

Weighted average ordinary shares outstanding - basic and diluted	793,544,759			830,301,600			787,649,342			857,905,832

~~Liberty Global Shares~~

We reported lossesfrom continuing operations attributable to ~~holders of~~ Liberty Global ~~Shares~~shareholders for the three and nine months ended September 30, ~~2017~~2018 and ~~2016.~~2017. Therefore, the potentially dilutive effect at September 30, ~~2017~~2018 and ~~2016~~2017 of the following items were not included in the computation of diluted loss from continuing operations attributable to Liberty Global shareholders per share ~~attributable to holders of Liberty Global Shares~~for such periods because their inclusion would have been anti-dilutive to the computation or, in the case of certain PSUs, ~~and, at September 30, 2016, PGUs,~~ because such awards had not yet met the applicable performance criteria: (i) the aggregate number of outstanding options, SARs ~~PSARs~~ and RSUs of ~~approximately 54.4~~59.2 million and 51.2 million, respectively, (ii) the aggregate number of PSUs and PGUs of approximately 7.2 million and 9.3 million, respectively, and (iii) the aggregate number of shares issuable pursuant to obligations that may be settled in cash or shares of nil and approximately 3.2 million, respectively.

~~LiLAC Shares~~

We reported losses attributable to holders of LiLAC Shares for the three and nine months ended September 30, 2017 and 2016. Therefore, the potentially dilutive effect at September 30, 2017 and 2016 of the following items were not included in the computation of diluted loss per share attributable to holders of LiLAC Shares because their inclusion would have been anti-dilutive to the computation or, in the case of certain PSUs and, at September 30, 2016, PGUs, because such awards had not yet met the applicable performance criteria: (i) the aggregate number of shares issuable pursuant to outstanding options, SARs, PSARs and RSUs of approximately 9.0 million and 7.754.4 million, respectively, and (ii) the aggregate number of ~~shares issuable pursuant to~~ PSUs ~~and PGUs~~ of ~~approximately 1.3~~5.8 million and ~~1.2~~7.2 million, respectively.

LIBERTY GLOBAL PLC

Notes to Condensed Consolidated Financial Statements — (Continued)

September 30, ~~2017~~2018

(unaudited)

(1415) Commitments and Contingencies

Commitments

In the normal course of business, we have entered into agreements that commit our company to make cash payments in future periods with respect to network and connectivity commitments, programming ~~contracts,~~commitments, purchases of customer premises and other equipment and services, non-cancellable operating leases and other items. The following table sets forth the U.S. dollar equivalents of such commitments for our continuing operations as of September 30, ~~2017~~2018:. The commitments included in this table do not reflect liabilities that are included in our September 30, 2018 condensed consolidated balance sheet.


	Payments due during:																Payments due during:
	Remainder of 2017																Remainder of 2018
	Remainder of 2017		2018		2019		2020		2021		2022		Thereafter		Total		Remainder of 2018		2019		2020		2021		2022		2023		Thereafter		Total
	in millions																in millions

Network and connectivity commitments	$	478.2	$	516.5	$	378.5	$	285.2	$	266.1	$	74.7	$	924.7	$	2,923.9	$	274.2	$	361.0	$	288.5	$	252.0	$	65.5	$	49.1	$	783.3	$	2,073.6
Programming commitments	332.6		1,134.3		647.7		282.1		96.9		48.7		63.5		2,605.8		254.8		872.3		551.3		274.6		44.0		14.5		46.1		2,057.6
Purchase commitments	721.9		367.9		283.4		198.0		85.5		25.8		64.3		1,746.8		431.0		311.0		186.5		49.9		21.2		17.5		38.5		1,055.6
Operating leases	41.4		130.1		108.4		87.2		70.0		57.9		216.3		711.3		35.8		110.7		80.1		61.2		48.4		41.4		155.2		532.8
Other commitments	15.3		30.6		14.7		9.3		8.3		8.3		7.8		94.3		10.0		19.2		2.8		0.4		0.2		—		—		32.6
Total ~~(a)~~	$	1,589.4	$	2,179.4	$	1,432.7	$	861.8	$	526.8	$	215.4	$	1,276.6	$	8,082.1	$	1,005.8	$	1,674.2	$	1,109.2	$	638.1	$	179.3	$	122.5	$	1,023.1	$	5,752.2

~~_______________~~

Programming commitments consist of obligations associated with certain of our programming, studio output and sports rights contracts that are enforceable and legally binding on us as we have agreed to pay minimum fees without regard to (i) the actual number of subscribers to the programming services, (ii) whether we terminate service to a portion of our subscribers or dispose of a portion of our distribution systems or (iii) whether we discontinue our premium sports services. Programming commitments do not include increases in future periods associated with contractual inflation or other price adjustments that are not fixed. Accordingly, the amounts reflected in the above table with respect to these contracts are significantly less than the amounts we expect to pay in these periods under these contracts. Historically, payments to programming vendors have represented a significant portion of our operating costs, and we expect that this will continue to be the case in future periods.In this regard, our total programming and copyright costs aggregated $1,287.3 million and$1,109.0 million during the nine months ended September 30, 2018 and 2017, respectively.


~~(a)~~	~~The commitments included in this table do not reflect any liabilities that are included in our September 30, 2017 condensed 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, primarily in the U.K., and (iii) service commitments associated with our network extension projects, primarily in the U.K. Telenet’s commitments for certain operating costs are subject to adjustment based on changes in the network operating costs incurred by Telenet with respect to its own networks. These potential adjustments are not subject to reasonable estimation and, therefore, are not included in the above table. The amounts reflected in the above table with respect to certain of our MVNO commitments represent fixed minimum amounts payable under these agreements and, therefore, may be significantly less than the actual amounts we ultimately pay in these periods.

Programming commitments consist of obligations associated with certain of our programming, studio output and sports rights contracts that are enforceable and legally binding on us as we have agreed to pay minimum fees without regard to (i) the actual number of subscribers to the programming services, (ii) whether we terminate service to a portion of our subscribers or dispose of a portion of our distribution systems or (iii) whether we discontinue our premium sports services. In addition, programming commitments do not include increases in future periods associated with contractual inflation or other price adjustments that are not fixed. Accordingly, the amounts reflected in the above table with respect to these contracts are significantly less than the amounts we expect to pay in these periods under these contracts. Historically, payments to programming vendors have represented a significant portion of our operating costs, and we expect that this will continue to be the case in future periods.~~In this regard, our total programming and copyright costs aggregated $1,638.0 million(including $1,335.7 million for the Liberty Global Group and $302.3 million for the LiLAC Group) and$1,851.5 million (including $1,609.7 million for the Liberty Global Group and $241.8 million for the LiLAC Group) during the~~ ~~nine~~ ~~months ended September 30, 2017 and 2016, respectively.~~

Purchase commitments include unconditional and legally binding obligations related to (i) the purchase of customer premises and other equipment and (ii) certain service-related commitments, including call center, information technology and maintenance services.

~~Commitments arising from acquisition agreements are not reflected in the above table. For information regarding our commitments under an acquisition agreement, see note 3.~~

~~LIBERTY GLOBAL PLC~~

~~Notes to Condensed Consolidated Financial Statements — (Continued)~~

~~September 30, 2017~~

~~(unaudited)~~

LIBERTY GLOBAL PLC

Notes to Condensed Consolidated Financial Statements — (Continued)

September 30, 2018

(unaudited)

We also have commitments pursuant to agreements with, and obligations imposed by, franchise authorities and municipalities, which may include obligations in certain markets to move aerial cable to underground ducts or to upgrade, rebuild or extend portions of our broadband communication systems. Such amounts are not included in the above table because they are not fixed or determinable.

Guarantees and Other Credit Enhancements

In the ordinary course of business, we may provide (i) indemnifications to our lenders, our vendors and certain other parties and (ii) performance and/or financial guarantees to local municipalities, our customers and vendors. Historically, these arrangements have not resulted in our company making any material payments and we do not believe that they will result in material payments in the future. In addition, C&W has provided indemnifications of (a) up to $300.0 million in respect of any potential tax-related claims related to the disposal of C&W’s interests in certain businesses in April 2013 and (b) an unlimited amount of qualifying claims associated with the disposal of another business in May 2014. The first indemnification expires in April 2020 and the second expires in May 2020. We do not expect that either of these arrangements will require us to make material payments to the indemnified parties.

~~The C&W Acquisition constituted a “change of control” under a contingent funding agreement (the~~ ~~Contingent Funding Agreement) between C&W and the trustee of the Cable & Wireless Superannuation Fund (CWSF~~). Under the terms of the Contingent Funding Agreement, the change in control provided the trustee of the CWSF with the right to satisfy certain funding requirements of the CWSF through the utilization of letters of credit aggregating £100.0 million that were put in place in connection with a previous acquisition made by C&W. On June 26, 2017, the trustee of the CWSF elected to drawdown the full £100.0 million ($129.6 million at the applicable rate) available under the letters of credit, which amount was contributed to the CWSF on July 3, 2017.

Taking into account the aforementioned £100.0 million contribution and based on the triennial valuation that was completed in July 2017, no funding deficit exists with respect to the CWSF. As a result, we do not expect to make material contributions to the CWSF through April 2019.

Legal and Regulatory Proceedings and Other Contingencies

Interkabel Acquisition. On November 26, 2007, Telenet and four associations of municipalities in Belgium, which we refer to as the pure intercommunales or the “PICs,” announced a non-binding agreement-in-principle to transfer the analog and digital television activities of the PICs, including all existing subscribers, to Telenet. Subsequently, Telenet and the PICs entered into a binding agreement (the 2008 PICs Agreement), which closed effective October 1, 2008. Beginning in December 2007, Proximus NV/SA (Proximus), the incumbent telecommunications operator in Belgium, instituted several proceedings seeking to block implementation of these agreements. Proximus lodged summary proceedings with the President of the Court of First Instance of Antwerp to obtain a provisional injunction preventing the PICs from effecting the agreement-in-principle and initiated a civil procedure on the merits claiming the annulment of the agreement-in-principle. In March 2008, the President of the Court of First Instance of Antwerp ruled in favor of Proximus in the summary proceedings, which ruling was overturned by the Court of Appeal of Antwerp in June 2008. Proximus brought this appeal judgment before the Cour de Cassation (the Belgian Supreme Court), which confirmed the appeal judgment in September 2010. On April 6, 2009, the Court of First Instance of Antwerp ruled in favor of the PICs and Telenet in the civil procedure on the merits, dismissing Proximus’s request for the rescission of the agreement-in-principle and the 2008 PICs Agreement. On June 12, 2009, Proximus appealed this judgment with the Court of Appeal of Antwerp. In this appeal, Proximus is now also seeking compensation for damages. While these proceedings were suspended indefinitely, other proceedings were initiated, which resulted in a ruling by the Belgian Council of State in May 2014 annulling (i) the decision of the PICs not to organize a public market consultation and (ii) the decision from the PICs’ board of directors to approve the 2008 PICs Agreement. In December 2015, Proximus resumed the civil proceedings pending with the Court of Appeal of Antwerp seeking to have the 2008 PICs Agreement annulled and claiming damages of €1.4 billion ($~~1.7~~1.6 billion).

~~LIBERTY GLOBAL PLC~~

~~Notes~~In December 2017, the Court of Appeals of Antwerp issued a judgment rejecting Proximus’ claims. Proximus has the right to ~~Condensed Consolidated Financial Statements — (Continued)~~

~~September 30, 2017~~

~~(unaudited)~~

~~Telenet~~ ~~intends~~appeal the Court of Appeals of Antwerp’s judgment with the Belgian Supreme Court, however Proximus has not done so to ~~defend itself vigorously in the resumed proceedings and does not expect an outcome before the end of 2017.~~date. No assurance can be given as to the outcome of these or other proceedings. However, an unfavorable outcome of existing or future proceedings could potentially lead to the annulment of the 2008 PICs Agreement and/or to an obligation of Telenet to pay compensation for damages, subject to the relevant provisions of the 2008 PICs Agreement, which stipulate that Telenet is responsible for damages in excess of €20.0 million ($~~23.6~~23.2 million). We do not expect the ultimate resolution of this matter to have a material impact on our results of operations, cash flows or financial position. No amounts have been accrued by us with respect to this matter as the likelihood of loss is not considered to be probable.

~~Deutsche~~ Telekom Deutschland Litigation. On December 28, 2012, Unitymedia filed a lawsuit against Telekom Deutschland GmbH (~~Deutsche~~ Telekom Deutschland), ~~an operating subsidiary of Deutsche Telekom AG,~~ in which Unitymedia asserts that it pays excessive prices for the co-use of ~~Deutsche~~ Telekom Deutschland’s cable ducts in Unitymedia’s footprint. The Federal Network Agency approved rates for the co-use of certain ducts of ~~Deutsche~~ Telekom Deutschland in March 2011. Based in part on these approved rates, Unitymedia ~~is seeking~~initially sought a reduction of the annual lease fees (approximately €76 million ($9088 million) for ~~2012)~~2017) by approximately two-thirds and has subsequently increased its claim to seek a reduction by approximately five-sixths. In addition, Unitymedia is seeking the return of similarly calculated overpayments from 2009 through the ultimate settlement date, plus accrued interest. In October 2016, the first instance court dismissed this ~~action. We have appealed this~~action, and in March 2018, the court of appeal dismissed Unitymedia’s appeal of the first instance court’s decision ~~however,~~and did not grant permission to appeal further to the Federal Court of Justice. Unitymedia has filed a motion with the Federal Court of Justice to grant permission to appeal. The resolution of this matter may take several years and no assurance can be given that Unitymedia’s claims will be successful. Any recovery by Unitymedia will not be reflected in our consolidated financial statements until such time as the final disposition of this matter has been reached. If this matter is settled subsequent to the completion of the sale of the Vodafone Disposal Group, we would only share in 50% of any amounts recovered, plus 50% of the net present value of certain cost savings

LIBERTY GLOBAL PLC

Notes to Condensed Consolidated Financial Statements — (Continued)

September 30, 2018

(unaudited)

in future periods that are attributable to the favorable resolution of this matter, less 50% of associated legal or other third-party fees paid post-completion of the sale of the Vodafone Disposal Group.

Belgium Regulatory Developments. In ~~December 2010,~~June 2018, the Belgisch Instituut voor Post en Telecommunicatie and the regional regulators for the media sectors (together, the Belgium Regulatory Authorities) ~~published their respective draft decisions reflecting the results of their joint analysis of the broadcasting market in Belgium.~~

~~The Belgium Regulatory Authorities~~ adopted a ~~final~~new decision ~~on July 1, 2011~~finding that Telenet has significant market power in the wholesale broadband market (the ~~July 2011~~2018 Decision). The 2018 Decision imposes on Telenet the obligations to (i) provide third-party operators with ~~some minor revisions. The regulatory obligations imposed by~~access to the ~~July 2011 Decision include (i) an obligation to~~digital television platform (including basic digital video and analog video) and (ii) make ~~a resale offer at “retail minus’’ of the cable analog package~~ available to third-party operators (including Proximus), (ii) an obligation to grant third-party operators (except Proximus) access to digital television platforms (including the basic digital video package) at “retail minus” and (iii) an obligation to make a resale offer at “retail minus’’ of broadband internet access available to beneficiaries of the digital television access obligation that wish to offer bundles of digital video and broadband internet services to their customers (except Proximus).

In February 2012, Telenet submitted draft reference offers regarding the obligations described above, and the Belgium Regulatory Authorities published the final decision on September 9, 2013. Telenet has implemented the access obligations as described in its reference offers and, on March 1, 2016, Orange Belgium NV (~~Orange Belgium~~), formerly known as Mobistar SA, launched a commercial offer combining a cable TV package and broadband internet access for certain of their mobile customers. In addition, as a result of the November 2014 decision by the Brussels Court of Appeal described below, on November 14, 2014, Proximus submitted a request to Telenet to commence access negotiations. Telenet contests this request and has asked the Belgium Regulatory Authorities to assess the reasonableness of the Proximus request. The timing for a decision regarding this assessment by the Belgium Regulatory Authorities is not known.

On December 14, 2015, the Belgium Regulatory Authorities published a draft decision, which amended previously-issued decisions and sets forth the “retail minus” tariffs of minus 26% for basic television (basic analog and digital video package) and minus 18% for the bundle of basic television and broadband internet services during an initial two-year period. Following this two-year period, the tariffs would change to minus 15% and 7%, respectively. The draft decision was notified to the European Commission and a final decision was adopted on February 19, 2016. A “retail minus” method of pricing involves a wholesale tariff calculated as the retail price for the offered service by Telenet, excluding VAT and copyrights, and further deducting the retail costs avoided by offering the wholesale service (such as costs for billing, franchise, consumer service, marketing and sales).

Telenet filed an appeal against the July 2011 Decision with the Brussels Court of Appeal. On November 12, 2014, the Brussels Court of Appeal rejected Telenet’s appeal of the July 2011 Decision and accepted Proximus’s claim that Proximus should be allowed access to Telenet’s, among other operators, digital television platform and the resale of bundles of digital video and broadband internet services. On November 30, 2015, Telenet filed an appeal of this decision with the Belgian Supreme Court. In 2014, Telenet and wireless operator Orange Belgium each filed an appeal with the Brussels Court of Appeal against the initial retail minus decisions. These appeals are still pending. On April 25, 2016, Telenet also filed an appeal with the Brussels Court of Appeal challenging the February 19, 2016 retail minus decision. There can be no certainty that Telenet’s appeals will be successful.

~~LIBERTY GLOBAL PLC~~

~~Notes to Condensed Consolidated Financial Statements — (Continued)~~

~~September 30, 2017~~

~~(unaudited)~~

~~On July 7, 2017, the Belgium Regulatory Authorities published draft market review decisions for public consultation regarding the regulation of the wholesale broadband and broadcasting markets (the~~ ~~July 2017 Draft Market Review Decisions~~). The July 2017 Draft Market Review Decisions include proposals regarding the following regulatory obligations (based on "reasonable tariffs") on cable operators within their respective footprints: (i) an obligation to grant third-party operators access to digital television platforms (including the basic digital video package and analogue TV) and separately (ii) an obligation to make a bitstream offer of broadband internet access ~~available~~ (including ~~fixed voice~~fixed-line telephony as an option). Unlike prior decisions, the 2018 Decision no longer applies “retail minus” pricing on Telenet; however, as of August 1, 2018, this decision imposes a 17% reduction in monthly wholesale cable resale access prices for an interim period. The Belgium Regulatory Authorities ~~also propose the continuation of access regulation to Proximus for digital subscriber lines (DSL), adding access to fiber-to-the-home (FTTH~~) and multicast. DSL would continue to be regulated on cost orientation, while FTTH would be regulated at "reasonable tariffs". The public consultation ran until September 29, 2017, followed by a notification to the European Commission for review. If the July 2017 Draft Market Review Decisions are adopted, they will replace ~~the July 2011 Decision. However, Telenet has serious concerns~~these interim prices with these proposals as they would lead to regulating two broadband infrastructures, which is inconsistent with the European Single Market Strategy to stimulate further investments in broadband networks. Telenet has submitted its comments on these proposals to the public consultation.“reasonable access tariffs” around mid-2019.

The ~~July 2011~~2018 Decision ~~and the July 2017 Draft Market Review Decisions aim~~aims to, and in ~~their~~its application, may strengthen Telenet’s competitors by granting them resale access to Telenet’s network to offer competing products and services notwithstanding Telenet’s substantial historical financial outlays in developing the infrastructure. In addition, any ~~growth in the~~ resale access granted to competitors could (i) limit the bandwidth available to Telenet to provide new or expanded products and services to the customers served by its network and (ii) adversely impact Telenet’s ability to maintain or increase its revenue and cash flows. The extent of any such adverse impacts ultimately will be dependent on the extent that competitors take advantage of the resale access ~~ultimately~~ afforded to Telenet’s network, the rates that Telenet receives for such access and other competitive factors or market developments.

Telenet considers the 2018 Decision to be inconsistent with the principle of technology-neutral regulation and the European Single Market Strategy to stimulate further investments in broadband networks. Telenet has challenged the 2018 Decision in the Brussels Court of Appeal and has also initiated an action in the European Court of Justice against the European Commission’s decision not to challenge the 2018 Decision. The timing and outcome of each of these actions is uncertain.

Virgin Media VAT Matters. Virgin Media’s application of VAT with respect to certain revenue generating activities has been challenged by the U.K. tax authorities. Virgin Media has estimated its maximum exposure in the event of an unfavorable outcome to be ~~£46.7~~£47 million ($~~62.6~~61 million) as of September 30, ~~2017~~.2018. No portion of this exposure has been accrued by Virgin Media as the likelihood of loss is not considered to be probable. A court hearing was held at the end of September 2014 in relation to the U.K. tax authorities’ challenge and ~~the timing of the court’s~~a decision is ~~uncertain.~~expected by the end of 2018.

On March 19, 2014, the U.K. government announced a change in legislation with respect to the charging of VAT in connection with prompt payment discounts such as those that we offer to our fixed-line telephony customers. This change, which took effect on May 1, 2014, impacted our company and some of our competitors. The U.K. tax authority issued a decision in the fourth quarter of 2015 challenging our application of the prompt payment discount rules prior to the May 1, 2014 change in legislation. We ~~have~~ appealed this decision. As part of the appeal process, we were required to make aggregate payments of £67.0 million($ ($99.1 million at the respective transaction dates), ~~which included~~comprising (i) the challenged amount of £63.7 million (which we paid during the fourth quarter of 2015) and (ii) related interest of £3.3 ~~million.~~million (which we paid during the first quarter of 2016). No provision was recorded by our company at that time as the likelihood of loss was not considered to be probable. The aggregate amount paid does not include penalties, which could be significant in the ~~unlikely~~ event that penalties were to be assessed. ~~This matter will likely be subject to~~In September 2018, the court ~~proceedings that could delay~~rejected our appeal and ruled in favor of the ~~ultimate resolution~~U.K. tax authority. Accordingly, during the third quarter of 2018, we recorded a provision for ~~an extended period~~litigation of ~~time. No portion of this potential exposure has been accrued by our company as~~£63.7 million ($83.1 million at the ~~likelihood of loss is not considered to be probable.~~

~~Hungary VAT Matter.~~ ~~In February 2016, our direct-to-home satellite (DTH) operations in Luxembourg received a second instance decision from the Hungarian tax authorities as a result of an audit with respect to VAT payments that the Hungarian tax authorities conducted~~average rate for the ~~years 2010 through 2012. The Hungarian tax authorities assessed our DTH operations with an obligation to pay VAT~~period) and related interest expense of £3.3 million ($4.4 million at the average rate for the ~~years audited~~period) in our condensed consolidated statements of ~~HUF 5,413.2 million ($20.5 million), excluding interest and penalties, which could be significant.~~operations. We believe that our DTH operations have operated in compliance with all applicable rules, regulations and interpretations thereof, including a binding tax ruling that we received from the Hungarian government in 2010. In October 2016 a Budapest court disagreed with the tax authorities and dismissed the assessment. On February 2, 2017, the Hungarian tax authorities appealed the Budapest courtintend to appeal this decision to the ~~Hungarian Supreme Court and a hearing has been scheduled for November 9, 2017. No portion~~Upper Tribunal; however, no assurance can be given as to the ultimate outcome of this ~~exposure has been accrued by us as the likelihood of loss is not considered to be probable.~~matter.

Ziggo Acquisition Matter. ~~On August 5,~~In July 2015, KPN N.V. appealed the European Commission’s 2014 approval of the acquisition by Liberty Global of Ziggo Holding B.V. (Ziggo). We were not a party to that case. OnIn October ~~26,~~ 2017, the E.U. General Court annulled the European Commission’s approval on procedural grounds in that it found that the European Commission had failed to adequately explain the reasons for elements of its decision. ~~This annulment has no impact on day-to-day operations of the VodafoneZiggo JV. However, Liberty Global’s~~We re-notified our acquisition of Ziggo ~~will need to be renotified~~ to the European Commission for a new merger ~~clearance. We are in~~clearance, which was granted on May 30, 2018, and conditioned on remedies substantially similar to the ~~process of exploring~~remedies upon which the ~~procedure for this with the European Commission, Vodafone and~~

~~LIBERTY GLOBAL PLC~~

~~Notes to Condensed Consolidated Financial Statements — (Continued)~~

~~September 30, 2017~~

~~(unaudited)~~

~~the VodafoneZiggo JV. The~~ 2014 merger clearance was ~~based on remedies and our expectation is that these remedies will continue. However, there can~~based. We consider this matter to be no assurance that other remedies will not be required and such remedies may have operational impact for the VodafoneZiggo JV. Our expectation is that a new merger clearance will be secured within six to 12 months following the annulment decision.closed.

Other Regulatory Issues. Video distribution, broadband internet, fixed-line telephony, mobile and content businesses are regulated in each of the countries in which we or our affiliates operate. The scope of regulation varies from country to country, although in some significant respects regulation in European markets is harmonized under the regulatory structure of the ~~European Union (~~E.U.) Adverse regulatory developments could subject our businesses to a number of risks. Regulation, including conditions imposed on

LIBERTY GLOBAL PLC

Notes to Condensed Consolidated Financial Statements — (Continued)

September 30, 2018

(unaudited)

us by competition or other authorities as a requirement to close acquisitions or dispositions, could limit growth, revenue and the number and types of services offered and could lead to increased operating costs and property and equipment additions. In addition, regulation may restrict our operations and subject them to further competitive pressure, including pricing restrictions, interconnect and other access obligations, and restrictions or controls on content, including content provided by third parties. Failure to comply with current or future regulation could expose our businesses to various penalties.

Effective April 1, 2017, the rateable value of our existing network and other assets in the U.K. increased significantly. This increase affects the amount we pay for network infrastructure charges as the annual amount payable to the U.K. government is calculated by applying a percentage multiplier to the rateable value of assets. This change ~~together with a similar change in Ireland,~~has and will ~~result in significant increases in~~continue to significantly increase our network infrastructure charges. ~~We estimate~~As compared to 2017, we expect that the ~~aggregate amount~~2018 full year impact of ~~these increases~~this increase will be approximately ~~£25~~£18 million ($3323 million) ~~during 2017 and will build to a maximum aggregate~~, with an additional increase of up£28 million ($37 million) expected during 2019. Beyond 2019, we expect further but declining increases to ~~£100 million ($134 million) in 2021.~~these charges through the first quarter of 2022. We continue to believe that these increases are excessive and retain the right of appeal should more favorable agreements be reached with other operators. The rateable value of network and other assets constructed under our network extension program in the U.K. remains subject to review by the U.K. government.

In addition to the foregoing items, we have contingent liabilities related to matters arising in the ordinary course of business including (i) legal proceedings, (ii) issues involving VAT and wage, property, withholding and other tax issues and (iii) disputes over interconnection, programming, copyright and channel carriage fees. While we generally expect that the amounts required to satisfy these contingencies will not materially differ from any estimated amounts 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 our results 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, the lack of a clear basis for predicting outcomes, we cannot provide a meaningful range of potential losses or cash outflows that might result from any unfavorable outcomes.

(1516) Segment Reporting

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

Adjusted ~~operating income before depreciation and amortization (Adjusted~~ OIBDA) is the primary measure used by our chief operating decision maker to evaluate segment operating ~~performance. Adjusted OIBDA~~performance and is also a key factor that is used by our internal decision makers to (i) determine how to allocate resources to segments and (ii) evaluate the effectiveness of our management for purposes of annual and other incentive compensation plans. As we use the term, “Adjusted OIBDA” is defined as operating income before depreciation and amortization, share-based compensation, provisions and provision releases related to significant litigation and impairment, restructuring and other operating items. Other operating items include (a) gains and losses on the disposition of long-lived assets, (b) third-party costs directly associated with successful and unsuccessful acquisitions and dispositions, including legal, advisory and due diligence fees, as applicable, and (c) other acquisition-related items, such as gains and losses on the settlement of contingent consideration. Our internal decision makers believe Adjusted OIBDA is a meaningful measure because it represents a transparent view of our recurring operating performance that is unaffected by our capital structure and allows management to (1) readily view operating trends, (2) perform analytical comparisons and benchmarking between segments and (3) identify strategies to improve operating performance in the different countries in which we operate.

~~LIBERTY GLOBAL PLC~~

~~Notes~~ A reconciliation of Adjusted OIBDA from continuing operations to ~~Condensed Consolidated Financial Statements — (Continued)~~

~~September 30, 2017~~

~~(unaudited)~~

~~As of September 30, 2017, our reportable segments were as follows:~~

~~Consolidated:~~

~~European Division:~~


•	~~U.K./Ireland~~

~~Germany~~

~~Belgium~~


•	~~Switzerland/Austria~~


•	~~Central and Eastern Europe~~


•	~~LiLAC Division:~~


•	~~C&W~~

~~Chile~~

~~Puerto Rico~~

~~Nonconsolidated:~~

~~VodafoneZiggo JV~~

On December 31, 2016, we completed the VodafoneZiggo JV Transaction, whereby we contributed Ziggo Group Holding (including Ziggo Sport) to the VodafoneZiggo JV. In our segment presentation for the three and ~~nine~~ ~~months ended September 30, 2016, Ziggo Group Holding~~loss from continuing operations before income taxes is ~~separately reported as “The Netherlands” and Ziggo Sport is included in our “Corporate and Other” category.~~Effective January 1, 2017, following the closing of the VodafoneZiggo JV Transaction, we have identified the VodafoneZiggo JV as a nonconsolidated reportable segment. Our investment in the VodafoneZiggo JV is attributed to the Liberty Global Group. For additional information regarding the VodafoneZiggo JV Transaction, see note 4.

All of the reportable segments set forth above derive their revenue primarily from residential and B2B communications services, including video, broadband internet and fixed-line telephony services and, with the exception of Puerto Rico, mobile services. At ~~September 30, 2017, our operations in the~~ ~~European Division~~ ~~provided residential and B2B communications services in~~ 12 ~~European countries and~~ ~~DTH~~ ~~services to customers in the Czech Republic, Hungary, Romania and Slovakia through a Luxembourg-based organization that we refer to as “UPC DTH.” In addition to~~ ~~UPC DTH, our Central and Eastern Europe segment includes our broadband communications operations in the Czech Republic, Hungary, Poland, Romania and Slovakia. The~~ ~~European Division~~’s central and other category includes (i) costs associated with certain centralized functions, including billing systems, network operations, technology, marketing, facilities, finance and other administrative functions, and (ii) intersegment eliminations within the ~~European Division~~. In addition, our LiLAC Division provides residential and B2B communications services in (a) 18 countries, all but one of which are located in Latin America and the Caribbean, through C&W, (b) Chile through VTR and (c) Puerto Rico through ~~Liberty Puerto Rico~~. C&W also provides (1) B2B communications services in certain other countries in Latin America and the Caribbean and (2) wholesale communications services over its sub-sea and terrestrial networks that connect over 40 markets in that region. The corporate and other category for the Liberty Global Group includes the Liberty Global Group’s corporate operations and less significant consolidated operating segments that provide programming and other services, including Ziggo Sport through December 31, 2016.presented below.

LIBERTY GLOBAL PLC

Notes to Condensed Consolidated Financial Statements — (Continued)

September 30, ~~2017~~2018

(unaudited)

As of September 30, 2018, our reportable segments are as follows:

Consolidated:

•U.K./Ireland

•Belgium

•Switzerland

•Central and Eastern Europe

Nonconsolidated:

•VodafoneZiggo JV

Segment information for all periods has been retrospectively revised to present the LiLAC Group and our operating segments in Austria, Germany, Hungary, the Czech Republic and Romania as discontinued operations. As a result, (i) our former Switzerland/Austria reportable segment now only includes our operations in Switzerland and (ii) our Central and Eastern Europe segment now only includes (a) our broadband communications operations in Poland and Slovakia and (b) “UPC DTH”, which is a Luxembourg-based organization that provides direct-to-home satellite (DTH) services to customers in the Czech Republic, Hungary, Romania and Slovakia. Our central and corporate functions are included in an operating segment that we refer to as “Central and Corporate,” which primarily includes (1) revenue earned from services provided to the VodafoneZiggo JV and Liberty Latin America, (2) revenue from sales of customer premises equipment to the VodafoneZiggo JV and (3) costs associated with certain centralized functions, including billing systems, network operations, technology, marketing, facilities, finance and other administrative functions. On January 1, 2018, our wholesale handset program was transferred from Germany to an entity included in Central and Corporate. In connection with our presentation of our operating segment in Germany as a discontinued operation, the 2017 periods presented herein have been retrospectively revised to reflect this change.

We present only the reportable segments of our continuing operations in the tables below.

LIBERTY GLOBAL PLC

Notes to Condensed Consolidated Financial Statements — (Continued)

September 30, 2018

(unaudited)

Performance Measures of Our Reportable Segments

The amounts presented below represent 100% of each of our reportable segment’s revenue and Adjusted OIBDA. As we have the ability to control Telenet,, ~~Liberty Puerto Rico~~ ~~and certain subsidiaries of C&W that are not wholly owned,~~ we consolidate 100% of ~~the~~Telenet’s revenue and expenses ~~of these entities~~ in our condensed consolidated statements of operations despite the fact that third parties own a significant ~~interests in these entities.~~interest. The noncontrolling owners’ interests in the operating results of Telenet, ~~Liberty Puerto Rico, certain subsidiaries of C&W~~ and other less significant majority-owned subsidiaries are reflected in net earnings or loss attributable to noncontrolling interests in our condensed consolidated statements of operations. Similarly, despite only holding a 50% noncontrolling interest in the VodafoneZiggo JV, we present 100% of its revenue and Adjusted OIBDA in the tables below. Our share of the VodafoneZiggo JV's operating results is included in share of ~~losses~~results of affiliates, net, in our condensed consolidated statements of operations. ~~For additional information, see notes 1 and 4.~~

Revenue
Three months ended September 30, Nine months ended
September 30,
2017 2016 2017 2016
in millions
Liberty Global Group:
European Division:
U.K./Ireland $ 1,617.1
$ 1,581.4
$ 4,687.6
$ 4,985.6
Belgium (a) 759.1
693.4
2,106.5
2,010.9
Germany 703.7
639.4
1,988.6
1,900.0
Switzerland/Austria 456.0
439.3
1,314.8
1,319.7
The Netherlands —
681.8
—
2,030.4
Total Western Europe 3,535.9
4,035.3
10,097.5
12,246.6
Central and Eastern Europe 306.6
274.5
866.5
814.6
Central and other (b) 35.4
(1.9 ) 95.7
(5.2 )
Total European Division 3,877.9
4,307.9
11,059.7
13,056.0
Corporate and other 0.8
18.0
1.7
47.8
Intersegment eliminations (c) (0.2 ) (12.8 ) (0.2 ) (35.4 )
Total Liberty Global Group 3,878.5

4,313.1

11,061.2

13,068.4
LiLAC Group:
LiLAC Division:
C&W (d) 578.9
568.5
1,737.2
854.1
Chile 242.2
221.3
702.6
631.9
Puerto Rico 88.6
104.8
303.6
315.6
Total LiLAC Division 909.7
894.6
2,743.4
1,801.6
Intersegment eliminations (1.6 ) (0.5 ) (3.5 ) (0.7 )
Total LiLAC Group 908.1

894.1

2,739.9

1,800.9
Intergroup eliminations (1.2 ) —
(1.2 ) —
Total consolidated revenue $ 4,785.4

$ 5,207.2

$ 13,799.9

$ 14,869.3

VodafoneZiggo JV $ 1,173.6
$ —
$ 3,353.9
$ —



	Revenue
	Three months ended September 30,						Nine months ended September 30,
	2018			2017			2018			2017
	in millions

U.K./Ireland	$	1,667.7		$	1,617.1		$	5,180.8		$	4,687.6
Belgium	746.8			759.1			2,260.3			2,106.5
Switzerland	323.3			352.8			1,000.4			1,023.0
Central and Eastern Europe	148.6			150.0			462.0			427.1
Central and Corporate	71.9			53.0			197.4			137.8
Intersegment eliminations	(0.2		)	(3.0		)	(3.2		)	(8.3		)
Total	$	2,958.1		$	2,929.0		$	9,097.7		$	8,373.7

VodafoneZiggo JV	$	1,138.1		$	1,167.2		$	3,468.5		$	3,335.1



	Adjusted OIBDA
	Three months ended September 30,						Nine months ended September 30,
	2018			2017			2018			2017
	in millions

U.K./Ireland	$	742.1		$	718.7		$	2,268.3		$	2,071.8
Belgium	383.4			356.8			1,124.7			972.6
Switzerland	191.0			214.4			566.5			632.1
Central and Eastern Europe	69.6			70.3			209.4			193.4
Central and Corporate	(88.7		)	(104.0		)	(283.3		)	(307.5		)
Intersegment eliminations (a)	(3.3		)	(4.8		)	(9.9		)	(9.2		)
Total	$	1,294.1		$	1,251.4		$	3,875.7		$	3,553.2

VodafoneZiggo JV	$	514.3		$	524.6		$	1,534.7		$	1,454.2

_______________


(a)	~~The amount presented for~~Amounts are related to transactions between our continuing and discontinued operations prior to the ~~nine months ended September 30, 2016 excludes the pre-acquisition revenue~~disposal dates of ~~BASE, which was acquired on February 11, 2016.~~such discontinued operations.

LIBERTY GLOBAL PLC

Notes to Condensed Consolidated Financial Statements — (Continued)

September 30, ~~2017~~2018

(unaudited)


~~(b)~~	~~The amounts presented for the 2017 periods primarily include revenue earned from services provided to the VodafoneZiggo JV. For additional information, see note 4.~~


~~(c)~~	The amounts presented for the 2016 periods primarily relate to transactions between our European Division and Ziggo Sport, which was contributed to the VodafoneZiggo JV as part of the VodafoneZiggo JV Transaction.


~~(d)~~	~~The amount presented for the nine months ended September 30, 2016 excludes the pre-acquisition revenue of C&W, which was acquired on May 16, 2016.~~

The following table provides a reconciliation of Adjusted OIBDA from continuing operations toloss from continuing operations before income taxes:

Adjusted OIBDA
Three months ended September 30, Nine months ended
September 30,
2017 2016 2017 2016
in millions
Liberty Global Group:
European Division:
U.K./Ireland $ 721.2
$ 696.0
$ 2,079.5
$ 2,206.1
Belgium (a) 356.7
311.1
972.4
892.2
Germany 444.6
408.0
1,240.2
1,187.7
Switzerland/Austria 272.3
273.4
794.3
795.1
The Netherlands —
375.5
—
1,107.5
Total Western Europe 1,794.8
2,064.0
5,086.4
6,188.6
Central and Eastern Europe 137.6
120.4
371.5
345.9
Central and other (46.0 ) (77.0 ) (139.2 ) (243.7 )
Total European Division 1,886.4
2,107.4
5,318.7
6,290.8
Corporate and other (50.7 ) (47.4 ) (145.0 ) (162.6 )
Total Liberty Global Group 1,835.7

2,060.0

5,173.7

6,128.2
LiLAC Group:
LiLAC Division:
C&W (b) 223.9
214.5
661.1
315.5
Chile 98.0
86.9
281.9
245.0
Puerto Rico 39.6
56.1
144.7
152.9
Total LiLAC Division 361.5

357.5

1,087.7

713.4
Corporate and other (2.1 ) (2.9 ) (6.4 ) (5.8 )
Total LiLAC Group 359.4

354.6

1,081.3

707.6
Total Adjusted OIBDA of our consolidated reportable segments $ 2,195.1

$ 2,414.6

$ 6,255.0

$ 6,835.8

VodafoneZiggo JV $ 524.6
$ —
$ 1,454.9
$ —



	Three months ended September 30,						Nine months ended September 30,
	2018			2017			2018			2017
	in millions

Adjusted OIBDA from continuing operations	$	1,294.1		$	1,251.4		$	3,875.7		$	3,553.2
Share-based compensation expense	(42.8		)	(21.5		)	(131.0		)	(101.8		)
Depreciation and amortization	(935.3		)	(953.7		)	(2,952.8		)	(2,743.4		)
Impairment, restructuring and other operating items, net	(107.4		)	(54.6		)	(199.0		)	(61.0		)
Operating income	208.6			221.6			592.9			647.0
Interest expense	(363.6		)	(360.0		)	(1,120.6		)	(1,048.3		)
Realized and unrealized gains (losses) on derivative instruments, net	65.5			(187.4		)	529.7			(783.5		)
Foreign currency transaction gains (losses), net	96.5			(159.3		)	46.9			(148.3		)
Realized and unrealized gains (losses) due to changes in fair values of certain investments and debt, net	(99.6		)	39.6			(95.3		)	(3.0		)
Losses on debt modification and extinguishment, net	(27.7		)	(37.3		)	(50.4		)	(136.2		)
Share of results of affiliates, net	(11.1		)	(26.8		)	(129.9		)	(46.1		)
Other income, net	16.0			9.5			32.2			41.9
Loss from continuing operations before income taxes	$	(115.4	)	$	(500.1	)	$	(194.5	)	$	(1,476.5	)

~~_______________~~


~~(a)~~	~~The amount presented for the nine months ended September 30, 2016 excludes the pre-acquisition Adjusted OIBDA of BASE, which was acquired on February 11, 2016.~~


~~(b)~~	~~The amount presented for the nine months ended September 30, 2016 excludes the pre-acquisition Adjusted OIBDA of C&W, which was acquired on May 16, 2016.~~

LIBERTY GLOBAL PLC

Notes to Condensed Consolidated Financial Statements — (Continued)

September 30, ~~2017~~

~~(unaudited)~~

~~The following table provides a reconciliation of total Adjusted OIBDA of our consolidated reportable segments toloss before income taxes:~~

Three months ended September 30, Nine months ended
September 30,
2017 2016 2017 2016
in millions

Total Adjusted OIBDA of our consolidated reportable segments $ 2,195.1
$ 2,414.6
$ 6,255.0
$ 6,835.8
Share-based compensation expense (26.5 ) (62.8 ) (121.9 ) (206.4 )
Depreciation and amortization (1,416.2 ) (1,416.9 ) (4,109.8 ) (4,405.4 )
Impairment, restructuring and other operating items, net (416.6 ) (32.2 ) (476.4 ) (246.9 )
Operating income 335.8
902.7
1,546.9
1,977.1
Interest expense (582.1 ) (664.4 ) (1,691.0 ) (1,940.8 )
Realized and unrealized gains (losses) on derivative instruments, net (365.9 ) (436.4 ) (1,149.5 ) 106.9
Foreign currency transaction gains (losses), net (30.5 ) 92.3
180.6
133.2
Realized and unrealized gains (losses) due to changes in fair values of certain investments and debt, net 38.8
73.8
(6.2 ) (570.8 )
Losses on debt modification and extinguishment, net (85.7 ) (64.8 ) (220.6 ) (88.7 )
Share of losses of affiliates, net (26.2 ) (16.1 ) (43.3 ) (71.2 )
Other income, net 4.6
17.3
28.8
102.2
Loss before income taxes $ (711.2 ) $ (95.6 ) $ (1,354.3 ) $ (352.1 )

~~LIBERTY GLOBAL PLC~~

~~Notes to Condensed Consolidated Financial Statements — (Continued)~~

~~September 30, 2017~~2018

(unaudited)

Property and Equipment Additions of our Reportable Segments

The property and equipment additions of our ~~consolidated~~ reportable segments (including capital additions financed under vendor financing or capital lease arrangements) are presented below and reconciled to the capital expenditure amounts included in our condensed consolidated statements of cash flows. For additional information concerning capital additions financed under vendor financing and capital lease arrangements, see note 8.

Nine months ended
September 30,
2017 2016
in millions
Liberty Global Group:
European Division:
U.K./Ireland $ 1,586.9
$ 1,179.3
Belgium (a) 468.1
366.5
Germany 500.3
426.8
Switzerland/Austria 250.2
241.3
The Netherlands —
421.0
Total Western Europe 2,805.5
2,634.9
Central and Eastern Europe 297.9
221.5
Central and other 268.9
249.1
Total European Division 3,372.3
3,105.5
Corporate and other (b) 4.1
4.1
Total Liberty Global Group 3,376.4
3,109.6
LiLAC Group:
C&W (c) 280.6
144.9
Chile 157.3
155.0
Puerto Rico 65.6
65.1
Total LiLAC Group 503.5
365.0
Total consolidated property and equipment additions 3,879.9
3,474.6
Assets acquired under capital-related vendor financing arrangements (1,981.3 ) (1,439.3 )
Assets acquired under capital leases (139.5 ) (78.0 )
Changes in current liabilities related to capital expenditures 65.8
(12.3 )
Total consolidated capital expenditures $ 1,824.9
$ 1,945.0

Property and equipment additions - VodafoneZiggo JV $ 646.5
$ —



	Nine months ended September 30,
	2018			2017
	in millions

U.K./Ireland	$	1,495.8		$	1,586.9
Belgium	564.6			468.1
Switzerland	164.9			163.4
Central and Eastern Europe	106.5			166.6
Central and Corporate (a)	409.9			272.9
Total property and equipment additions	2,741.7			2,657.9
Assets acquired under capital-related vendor financing arrangements	(1,659.2		)	(1,740.2		)
Assets acquired under capital leases	(68.1		)	(128.4		)
Changes in current liabilities related to capital expenditures	128.5			61.4
Total capital expenditures, net	$	1,142.9		$	850.7

Capital expenditures, net:
Third-party payments	$	1,216.1		$	1,139.5
Proceeds received for transfers to related parties (b)	(73.2		)	(288.8		)
Total capital expenditures, net	$	1,142.9		$	850.7

Property and equipment additions - VodafoneZiggo JV	$	691.2		$	646.5

_______________


(a)	~~The amount presented for the nine months ended September 30, 2016 excludes the pre-acquisition property and equipment additions of BASE, which was acquired on February 11, 2016.~~


~~(b)~~	Includes amounts that represent the net impact of changes in inventory levels associated with certain centrally-procured network equipment. ~~This~~Most of this equipment is ultimately transferred to our operating ~~subsidiaries within the European Division.~~subsidiaries.


~~(c)~~(b)	~~The amount presented for the 2016 period excludes the pre-acquisition~~Primarily relates to transfers of centrally-procured property and equipment ~~additions of C&W, which was acquired on May 16, 2016.~~to our discontinued operations and the VodafoneZiggo JV.

LIBERTY GLOBAL PLC

Notes to Condensed Consolidated Financial Statements — (Continued)

September 30, ~~2017~~2018

(unaudited)

Revenue by Major Category

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


	Three months ended September 30,				Nine months ended September 30,				Three months ended September 30,				Nine months ended September 30,
	2017		2016		2017		2016		2018		2017		2018		2017
	in millions								in millions
Residential revenue:
Residential cable revenue (a):
Subscription revenue (b):
Video	$	1,308.1	$	1,598.8	$	3,803.2	$	4,723.5	$	728.0	$	739.1	$	2,246.1	$	2,145.3
Broadband internet	1,211.8		1,287.3		3,482.7		3,844.0		784.3		765.9		2,442.2		2,196.6
Fixed-line telephony	626.3		738.4		1,831.2		2,239.1		391.7		407.9		1,221.4		1,195.5
Total subscription revenue	3,146.2		3,624.5		9,117.1		10,806.6		1,904.0		1,912.9		5,909.7		5,537.4
Non-subscription revenue	155.6		160.4		459.8		462.3		69.2		94.0		223.3		251.8
Total residential cable revenue	3,301.8		3,784.9		9,576.9		11,268.9		1,973.2		2,006.9		6,133.0		5,789.2
Residential mobile revenue (c):
Subscription revenue (b)	451.6		477.0		1,296.6		1,148.3		254.3		264.6		747.7		746.7
Non-subscription revenue	189.8		169.5		517.3		487.5		162.5		152.8		517.2		413.7
Total residential mobile revenue	641.4		646.5		1,813.9		1,635.8		416.8		417.4		1,264.9		1,160.4
Total residential revenue	3,943.2		4,431.4		11,390.8		12,904.7		2,390.0		2,424.3		7,397.9		6,949.6
B2B revenue (d):
Subscription revenue	144.3		131.5		391.8		361.4		112.0		98.2		331.6		266.7
Non-subscription revenue	639.1		621.9		1,854.6		1,536.6		379.8		351.2		1,151.2		1,003.9
Total B2B revenue	783.4		753.4		2,246.4		1,898.0		491.8		449.4		1,482.8		1,270.6
Other revenue (e)	58.8		22.4		162.7		66.6		76.3		55.3		217.0		153.5
Total	$	4,785.4	$	5,207.2	$	13,799.9	$	14,869.3	$	2,958.1	$	2,929.0	$	9,097.7	$	8,373.7

_______________

(a)

Residential cable subscription revenue includes amounts received from subscribers for ongoing services. Residential cable non-subscription revenue includes, among other items, channel carriage fees, ~~installation revenue,~~ late fees and revenue from the sale of equipment. As described in note 2, we adopted ASU 2014-09 on January 1, 2018 using the cumulative effect transition method. For periods subsequent to our adoption of ASU 2014-09, installation revenue is generally deferred and recognized over the contractual period as residential cable subscription revenue. For periods prior to the adoption of ASU 2014-09, installation revenue is included in residential cable non-subscription revenue.

(b)

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


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

LIBERTY GLOBAL PLC

Notes to Condensed Consolidated Financial Statements — (Continued)

September 30, 2018

(unaudited)

(d)

B2B subscription revenue represents revenue from services to certain small or home office (SOHO) subscribers. SOHO subscribers pay a premium price to receive expanded service levels along with video, broadband internet, fixed-line telephony or mobile services that are the same or similar to the mass marketed products offered to our residential subscribers. B2B non-subscription revenue includes business broadband internet, video, fixed-line telephony, mobile and data services offered to medium to large enterprises and, on a wholesale basis, to other operators.

(e)

Other revenue includes, among other items, revenue earned from the JV Services, broadcasting revenue in Ireland and revenue from Central and Corporate’s wholesale handset program. In addition, the 2018 periods include revenue earned from (i) sales of customer premises equipment to the VodafoneZiggo JV and (ii) transitional and other services provided to ~~the VodafoneZiggo JV.~~Deutsche Telekom and Liberty Latin America.

~~LIBERTY GLOBAL PLC~~

~~Notes to Condensed Consolidated Financial Statements — (Continued)~~

~~September 30, 2017~~

~~(unaudited)~~

Geographic Segments

The revenue of our geographic segments is set forth below:



	Three months ended September 30,				Nine months ended September 30,
	2018		2017		2018		2017
	in millions

U.K.	$	1,542.9	$	1,495.7	$	4,792.9	$	4,350.9
Belgium	746.8		759.1		2,260.3		2,106.5
Switzerland	323.3		352.8		1,000.4		1,023.0
Ireland	124.8		121.4		387.9		336.7
Poland	107.6		107.5		334.0		305.2
Slovakia	15.5		15.6		47.8		44.5
Other, including intersegment eliminations (a)	97.2		76.9		274.4		206.9
Total	$	2,958.1	$	2,929.0	$	9,097.7	$	8,373.7

VodafoneZiggo JV (the Netherlands)	$	1,138.1	$	1,167.2	$	3,468.5	$	3,335.1

Three months ended September 30, Nine months ended
September 30,
2017 2016 2017 2016
in millions
Liberty Global Group:
European Division:
U.K. $ 1,495.7
$ 1,473.6
$ 4,350.9
$ 4,657.7
Belgium (a) 759.1
693.4
2,106.5
2,010.9
Germany 703.7
639.4
1,988.6
1,900.0
Switzerland 352.8
344.0
1,023.0
1,033.8
Ireland 121.4
107.8
336.7
327.9
Poland 107.5
98.9
305.2
294.9
Austria 103.2
95.3
291.8
285.9
Hungary 80.6
69.1
225.3
202.5
The Czech Republic 51.3
44.7
145.2
134.2
Romania 47.2
43.2
133.5
127.5
Slovakia 15.5
14.4
44.0
44.1
Other (b) 39.9
2.3
109.0
6.2
The Netherlands —
681.8
—
2,030.4
Total European Division 3,877.9
4,307.9
11,059.7
13,056.0
Other, including intersegment eliminations 0.6
5.2
1.5
12.4
Total Liberty Global Group 3,878.5

4,313.1

11,061.2

13,068.4
LiLAC Group:
LiLAC Division:
C&W (c):
Panama 160.1
159.1
477.2
242.3
Jamaica 87.3
79.1
255.0
119.5
Bahamas 62.1
71.7
199.1
108.9
Barbados 58.2
55.7
178.5
82.3
Trinidad and Tobago 38.9
40.4
120.1
60.5
Other (d) 172.3
162.5
507.3
240.6
Total C&W 578.9
568.5
1,737.2
854.1
Chile 242.2
221.3
702.6
631.9
Puerto Rico 88.6
104.8
303.6
315.6
Total LiLAC Division 909.7
894.6
2,743.4
1,801.6
Intersegment eliminations (1.6 ) (0.5 ) (3.5 ) (0.7 )
Total LiLAC Group 908.1

894.1

2,739.9

1,800.9
Intergroup eliminations (1.2 ) —
(1.2 ) —
Total consolidated revenue $ 4,785.4

$ 5,207.2

$ 13,799.9

$ 14,869.3

VodafoneZiggo JV (the Netherlands) $ 1,173.6
$ —
$ 3,353.9
$ —

~~LIBERTY GLOBAL PLC~~

~~Notes to Condensed Consolidated Financial Statements — (Continued)~~

~~September 30, 2017~~

~~(unaudited)~~_______________

~~_______________~~


(a)	~~The amount presented for the nine months ended September 30, 2016 excludes the pre-acquisition~~Includes revenue ~~of BASE, which was acquired on February 11, 2016.~~


~~(b)~~	~~The amounts presented for the 2017 periods primarily include revenue earned~~ from DTH services provided to customers in the ~~VodafoneZiggo JV. For additional information, see note 4.~~Czech Republic, Hungary and Romania.


~~(c)~~	For each C&W jurisdiction, the amounts presented include (i) revenue from residential and B2B operations and (ii) revenue derived from wholesale network customers, as applicable. The amount presented for the nine months ended September 30, 2016 excludes the pre-acquisition revenue of C&W, which was acquired on May 16, 2016.


~~(d)~~	The amounts presented for the 2017 periods relate to a number of countries in which C&W has less significant operations, most of which are located in Latin America and the Caribbean, and include (i) revenue from residential and B2B operations, (ii) revenue from wholesale network customers and (iii) intercompany eliminations.

~~(16)~~(17) Subsequent ~~Events~~Event

~~UPC Holding Refinancing Transactions~~Virgin Media Financing Transaction

In October ~~2017, UPC Holding (i) entered into a $1,975.0 million term loan facility (UPC Facility AR), which matures on January 15, 2026, bears interest at a rate of LIBOR + 2.50% and is subject~~2018, we used existing cash to ~~a LIBOR floor of 0.0%, (ii) entered into a €500.0 million ($590.2 million) term loan facility (UPC Facility AS~~), which matures on October 15, 2026, bears interest at a rate of EURIBOR + 2.75% and is subject to a EURIBOR floor of 0.0%, and (iii) issued $550.0 million principal amount of 5.50% senior notes due January 15, 2028~~(the~~ ~~UPC Holding 5.50% Senior Notes). The net proceeds from UPC Facility AR, UPC Facility AS and the UPC Holding 5.50% Senior Notes were used to (a) prepay~~redeem in full the ~~$2,150.0~~$340.0 million outstanding principal amount ~~under UPC Facility AP, (b) redeem in full~~of the ~~€450.0 million ($531.2 million) outstanding principal amount under the UPC Holding 6.75% Euro~~2023 VM Dollar Senior ~~Notes due 2023 and (c) redeem in full the CHF 350.0 million ($361.1 million) outstanding principal amount under the UPC Holding 6.75% CHF Senior Notes due 2023.~~Notes.

Subject to the circumstances described below, the UPC Holding 5.50% Senior Notes are non-callable until October 15, 2022. At any time prior to October 15, 2022, UPC Holding may redeem some or all of the UPC Holding 5.50% Senior Notes by paying a “make-whole” premium, which is the present value of all remaining scheduled interest payments to October 15, 2022 using the discount rate (as specified in the indenture) as of the redemption date plus 50 basis points.

UPC Holding may redeem some or all of the UPC Holding 5.50% Senior Notes at the following redemption prices (expressed as a percentage of the principal amount) plus accrued and unpaid interest and additional amounts (as specified in the indenture), if any, to the applicable redemption date, as set forth below:

Redemption price
12-month period commencing October 15:
2022 102.750%
2023 101.375%
2024 100.688%
2025 and thereafter 100.000%

~~Unitymedia Financing Transactions~~

~~In October 2017, Unitymedia entered into (i) an €825.0 million ($973.8 million) term loan facility (UM Facility C), which matures on January 15, 2027, bears interest at a rate of EURIBOR + 2.75% and is subject to a EURIBOR floor of 0.0% and (ii) an $850.0 million term loan facility (UM Facility D), which matures on January 15, 2026, bears interest at a rate of LIBOR + 2.25% and is subject to a LIBOR floor of 0.0%, both of which are currently undrawn.~~


Item 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis, which should be read in conjunction with our condensed consolidated financial statements and the discussion and analysis included in our 10-K, is intended to assist in providing an understanding of our financial condition, changes in financial condition and results of operations and is organized as follows:


•	Forward-looking Statements. This section provides a description of certain factors that could cause actual results or events to differ materially from anticipated results or events.


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


•	Material Changes in Results of Operations. This section provides an analysis of our results of operations for the three and nine months ended September 30, ~~2017~~2018 and ~~2016~~2017.


•	Material Changes in Financial Condition. This section provides an analysis of our corporate and subsidiary liquidity, condensed consolidated statements of cash flows and contractual commitments.


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

The capitalized terms used below have been defined in the notes to our condensed consolidated financial statements. 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.

Unless otherwise indicated, convenience translations into U.S. dollars are calculated as of September 30, ~~2017~~2018.

Forward-looking Statements

Certain statements in this Quarterly Report on Form 10-Q constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. To the extent that statements in this Quarterly 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. In particular, statements under Management’s Discussion and Analysis of Financial Condition and Results of Operations and Quantitative and Qualitative Disclosures About Market Risk may contain forward-looking statements, including statements regarding our business, product, foreign currency and finance strategies, our property and equipment additions (including with respect to ~~our network extensions)~~the Network Extensions, as defined below), subscriber growth and retention rates, competitive, regulatory and economic factors, the timing and impacts of proposed transactions, the maturity of our markets, the anticipated impacts of new legislation (or changes to existing rules and regulations), anticipated changes in our revenue, costs or growth rates, our liquidity, credit risks, foreign currency risks, target leverage levels, our future projected contractual commitments and cash flows and other information and statements that are not historical fact. Where, in any forward-looking statement, we express an expectation 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 can be no assurance that the expectation or belief will result or be achieved or accomplished. In evaluating these statements, you should consider the risks and uncertainties discussed in our 10-K, as well as the following list of some 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 or our affiliates operate;

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

fluctuations in currency exchange rates and interest rates;

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

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

changes in consumer television viewing preferences and habits;

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

our ability to manage rapid technological changes;

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

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

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

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

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

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

our ability to obtain regulatory approval and satisfy other conditions necessary to close acquisitions and dispositions (including the disposition of the Vodafone Disposal Group) and the impact of conditions imposed by competition and other regulatory authorities in connection with acquisitions;

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

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

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

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

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

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

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

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


•	certain factors outside of the LiLAC Group's control that may impact the timing and extent of the restoration of our networks and services in Puerto Rico and certain of our C&W markets following Hurricanes Irma and Maria, as further discussed under ~~Overview~~ ~~below;~~

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

the leakage of sensitive customer data;

the outcome of any pending or threatened litigation;

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

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

our ~~tracking stock~~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 and intent in this Quarterly Report are subject to a significant degree of risk. These forward-looking statements and the above-described risks, uncertainties and other factors speak only as of the date of this Quarterly Report, and we expressly disclaim any obligation or undertaking to disseminate any updates or revisions 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.

Overview

General

We are an international provider of video, broadband internet, fixed-line telephony, mobile and other communications services to residential customers and businesses ~~with consolidated operations at September 30, 2017~~ in ~~more than 30 countries.~~Europe. We provide residential and B2B ~~communications~~communication services in (i) the U.K. and Ireland through Virgin Media, (ii) ~~Germany through~~ ~~Unitymedia, (iii)~~ Belgium ~~and Luxembourg~~ through Telenet and ~~(iv) seven other European countries~~(iii) Switzerland, Poland and Slovakia through UPC Holding. In addition, through the December 31, 2016 completion of the VodafoneZiggo JV Transaction, we provided residential and B2B communications services in the Netherlands through Ziggo Group Holding. Following the completion of the VodafoneZiggo JV Transaction, we own a 50% noncontrolling interest in the VodafoneZiggo JV, which provides video, broadband internet, fixed-line telephony and mobile services to residential customers and ~~B2B services~~businesses in the Netherlands. 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.” In addition, we provide residential and B2B communications services in (a) 18 countries, predominantly in Latin America and the Caribbean, through C&W, (b) Chile through VTR and (c) Puerto Rico through Liberty Puerto Rico. C&W also provides (1) B2B communications services in certain other countries in Latin America and the Caribbean and (2) wholesale communications services over its sub-sea and terrestrial fiber optic cable network that connects over 40 markets in that region. The operations of C&W, VTR and Liberty Puerto Rico are collectively referred to herein as the “LiLAC Division.”

We have completed a number of transactions that impact the comparability of our 2017 and 2016 results of operations, the most significant of which include (i) the completion of the VodafoneZiggo JV Transaction on December 31, 2016, (ii) the C&W Acquisition on May 16, 2016 and (iii) the~~BASE Acquisition on February 11, 2016. For~~As further ~~information regarding our completed and pending acquisitions, see note 3 to our condensed consolidated financial statements. For further information regarding the VodafoneZiggo JV Transaction, see~~described in note 4 to our condensed consolidated financial ~~statements.~~

~~Impacts of Hurricanes~~

~~In September 2017, Hurricanes Irma and Maria impacted a number~~statements, we (i) completed the sale of our ~~markets~~operations in Austria on July 31, 2018, (ii) reached an agreement to sell our operations in Germany, Romania, Hungary and the ~~Caribbean, resulting~~Czech Republic on May 9, 2018 and (iii) completed the Split-off Transaction on December 29, 2017. Accordingly, (a) our operations in ~~varying degrees of damage to homes, businesses~~Germany, Romania, Hungary, the Czech Republic and, ~~infrastructure in these markets. The most extensive damage occurred in Puerto Rico~~through July 31, 2018, Austria, are reflected as discontinued operations for all periods presented herein and ~~certain markets within our C&W reportable segment (collectively,~~(b) the ~~Impacted Markets~~). During the three months ended June 30, 2017, Liberty Puerto Rico accounted for 2.4% and 2.6% of our consolidated revenue and Adjusted OIBDA, respectively, and 11.8% and 14.6% of the revenue and Adjusted OIBDA, respectively, attributed toentities comprising the LiLAC Group ~~while the~~are reflected as discontinued operations in ~~C&W’s Impacted Markets collectively accounted~~our condensed consolidated statements of operations and cash flows for ~~0.6%~~the three and 0.4% of our consolidated revenue and Adjusted OIBDA, respectively, and 3.0% and 2.1% of the revenue and Adjusted OIBDA, respectively, attributed to the LiLAC Group. Below we have included the net impact of the hurricanes on the revenue and Adjusted OIBDA of the Impacted Markets during the threenine months ended September 30, 2017. ~~Our assessment~~In the following discussion and analysis, the operating statistics, results of ~~the losses attributable to the hurricanes is ongoing,~~operations, cash flows and ~~as discussed~~financial condition that we present and ~~quantified below, we expect to incur additional costs and losses during the fourth quarter of 2017 and beyond as we restore the damaged networks and reconnect customers. We~~discuss are ~~uncertain as to the timing and extent~~those of our ~~restoration and reconnection efforts in the Impacted Markets.~~continuing operations unless otherwise indicated.

We maintain an integrated group property and business interruption insurance program covering all Impacted Markets up to a limit of $75 million per occurrence, which is generally subject to $15 million per occurrence of self-insurance. Although we are in the early stages of assessing the alternatives under our insurance policy, we currently believe that the hurricanes will result in at least two occurrences. This policy is subject to the normal terms and conditions applicable to this type of insurance. We expect that the insurance recovery will only cover a portion of the incurred losses of each of our impacted businesses. We

~~have not recognized any potential insurance proceeds related to the hurricane losses, and we do not currently expect to receive any significant reimbursement in 2017.~~

Further details regarding the impacts of Hurricanes Irma and Maria are discussed below. For information regarding impairment charges that have been recorded as a result of Hurricanes Irma and Maria, see notes 6 and 7 to our condensed consolidated financial statements. For information regarding the impacts of Hurricanes Irma and Maria on the outstanding debt of Liberty Puerto Rico and C&W, see note 8 to our condensed consolidated financial statements.

~~Liberty Puerto Rico~~. In Puerto Rico, the damage caused by Hurricanes Maria and, to a lesser extent, Irma was extensive and widespread. Individuals and businesses across Puerto Rico are dealing with significant challenges caused by the severe damage to essential infrastructure, including damage to Puerto Rico’s power supply and transmission system. Similarly, Liberty Puerto Rico’s broadband communications network suffered extensive damage. We are currently providing service to only a small portion of Liberty Puerto Rico’s customers, and we estimate that more than $100 million of property and equipment additions would be required to restore 100% of Liberty Puerto Rico’s broadband communications network.

During the three months ended September 30, 2017, the effects of the hurricanes negatively impacted Liberty Puerto Rico’s revenue and Adjusted OIBDA by an estimated $19 million and $15 million, respectively. We currently estimate that the effects of the hurricanes (before considering any insurance recoveries) will negatively impact Liberty Puerto Rico’s revenue by between $80 million to $100 million and Adjusted OIBDA by between $60 million to $80 million during the fourth quarter of 2017 and will result in negative total Adjusted OIBDA for that quarter. Although these negative impacts will decline as the network is restored and customers are reconnected, we expect that the adverse impacts of the hurricanes on Liberty Puerto Rico’s revenue and Adjusted OIBDA may continue through 2018 and beyond. Our estimates of the cost to restore Liberty Puerto Rico’s network and the impacts on Liberty Puerto Rico’s revenue and Adjusted OIBDA are preliminary and subject to change based in part on the following uncertainties:

~~the length of time that it will take to restore Puerto Rico’s power and transmission system;~~

~~the number of people that will choose to leave Puerto Rico for an extended period or permanently; and~~

~~the ability of the Puerto Rico and U.S. governments to effectively oversee the recovery process in Puerto Rico.~~

In terms of liquidity for Liberty Puerto Rico, the cash provided by its operations was a significant source of pre-hurricane liquidity, and it is unclear when Liberty Puerto Rico will again be able to generate positive cash from its operating activities in light of the hurricane impacts. In this regard, we anticipate that Liberty Puerto Rico’s immediate liquidity needs will be funded by available cash on hand. Cash available to Liberty Puerto Rico includes $40.0 million that was drawn under the LPR Bank Facility subsequent to September 30, 2017. No further amounts are available to be borrowed under the LPR Bank Facility. Future liquidity sources besides cash on hand and any cash from operations may also include proceeds from insurance and funds from Liberty Puerto Rico’s equity holders, including the LiLAC Group and the 40% indirect owner of Liberty Puerto Rico. No assurance can be given as to the amount of liquidity to be received from these sources or whether these sources will provide funding sufficient to satisfy Liberty Puerto Rico’s liquidity requirements over the next 12 months.

~~C&W.~~ C&W generally offers services over fixed and mobile networks, and portions of these networks in the Impacted Markets were significantly damaged as a result of the hurricanes, most notably in the British Virgin Islands and Dominica. In these collective areas, services to the majority of our fixed-line customers have not yet been restored. While mobile services have been largely restored in C&W’s Impacted Markets, we are still in the process of completing the restoration of our mobile network infrastructure. In addition to network damage, these markets are also dealing with extensive damage to homes, businesses and essential infrastructure.

During the three months ended September 30, 2017, the effects of the hurricanes negatively impacted C&W’s revenue and Adjusted OIBDA by an estimated $3 million and $9 million, respectively. We currently estimate that more than $50 million of property and equipment additions would be required to restore 100% of the damaged networks in C&W’s Impacted Markets, and that the effects of the hurricanes will negatively impact C&W’s revenue and Adjusted OIBDA by between $15 million to $25 million during the fourth quarter of 2017. Although these negative impacts will decline as the networks are restored and customers are reconnected, we expect that the adverse impacts of the hurricanes on C&W’s revenue and Adjusted OIBDA may continue through 2018 and beyond. These estimates are preliminary and are subject to change.

Operations

As described above, Hurricanes Irma and Maria caused significant damage to our operations in the Impacted Markets, resulting in disruptions to our telecommunications services within these locations. As we are still in the process of assessing the operational impacts of the hurricanes in the Impacted Markets, we are unable to accurately estimate our homes passed and subscriber numbers in these areas as of September 30, 2017. Accordingly, the homes passed and subscriber numbers in the following paragraph include such amounts as of August 31, 2017 for the Impacted Markets.

At September 30, ~~2017 (or August 31, 2017 for the Impacted Markets), we (i)~~2018, our continuing operations owned and operated networks that passed ~~51,174,000~~24,948,600 homes and served ~~50,903,200~~26,096,200 revenue generating units (RGUs), ~~comprising 20,246,800~~consisting of 9,408,300 video subscribers, ~~16,893,300~~9,256,600 broadband internet subscribers and ~~13,763,100~~7,431,300 fixed-line telephony ~~subscribers and (ii)~~subscribers. In addition, at September 30, 2018, our continuing operations served 10,146,600 mobile subscribers. These amounts include the August 31, 2017 data of the Impacted Markets, which accounted for 1,171,600 homes passed (including 1,106,900 homes passed in Puerto Rico) and served 840,500 RGUs (including 803,500 RGUs in Puerto Rico) as of that date. A high percentage of the RGUs within the Impacted Markets relate to households and businesses to which we have not yet restored service as of October 25, 2017. At August 31, 2017, the Impacted Markets accounted for 66,400 of our5,973,800 mobile subscribers.

~~During 2015 and 2016, we initiated~~We currently are engaged in certain network extension programs ~~in the U.K., Ireland, Central and Eastern Europe, Germany, Chile and certain other markets. We~~across our footprint, which we collectively refer to ~~these network extension programs~~ as the “Network Extensions.” ~~The Network Extensions will be completed in phases with priority given to the most accretive expansion opportunities.~~ During the first nine months ~~ended September 30, 2017,~~of 2018, pursuant to the Network Extensions, ~~we (i)~~our continuing operations connected approximately ~~800,000~~ 463,000additional ~~homes~~residential and commercial premises (excluding upgrades) to our two-way networks, ~~attributed to the Liberty Global Group,~~ including approximately ~~375,000 homes~~ 337,000 residential and commercial premisesconnected by Virgin Media in the U.K. and Ireland, and (ii) connected or upgraded approximately 330,000 additional homes and commercial premises to our two-way networks attributed to the LiLAC Group. During 2017, we have experienced increased construction costs related to the Network Extensions in the U.K. There can be no assurance that our new build costs will not increase further in the U.K.; however, we will only continue to extend our U.K. footprint through new construction to the extent we believe we can obtain attractive returns on our investments. Ireland.Depending on a variety of factors, including the financial and operational results of the programs, the Network Extensions may be continued, modified or cancelled at our discretion.

The capital costs associated with the Network Extensions, which include the costs to build out the networks and the purchase and installation of related customer premises equipment, are expected to be significant. For information regarding our expectations with regard to the percentage of revenue represented by the property and equipment additions of the Liberty Global Group and the LiLAC Group during 2017, see ~~Material Changes in Financial Condition — Condensed Consolidated Statements of Cash Flows~~ ~~below.~~

Competition and Other External Factors

We are experiencing significant competition from incumbent telecommunications operators, DTH operators and/or other providers in all of our ~~markets, particularly in Switzerland and many of C&W’s~~ markets. In the Bahamas, where C&W previously was the only provider of mobile services, competition has increased significantly due to the commercial launch of mobile services by a competitor during the fourth quarter of 2016.In addition, fixed-line competition has increased in a number of C&W’s markets in the Caribbean, including Trinidad and Tobago, Jamaica and Barbados. In certain of its markets, C&W is also experiencing increased regulatory intervention that would, if implemented, facilitate increased competition.The significant competition we are experiencing, together with macroeconomic and regulatory factors, has adversely impacted our revenue, RGUs and/or average monthly subscription revenue per average cable RGU or mobile subscriber, as applicable (ARPU), particularly in Switzerland and ~~a number of C&W’s markets.~~Belgium. In addition, the VodafoneZiggo JV is facing significant competition in the Netherlands, particularly with respect to its mobile operations. For additional information regarding the revenue impact of changes in the RGUs and ARPU of our consolidated reportable segments, see Discussion and Analysis of our Consolidated Reportable Segments below.

In addition to competition, our operations are subject to macroeconomic, political and other risks that are outside of our control. OnFor example, on June 23, 2016, the U.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.” Failing the implementation of an agreed extension, the U.K. will leave the E.U. on March 29, 2019. The potential impacts, if any, of the considerable uncertainty relating to Brexit or the resulting terms of ~~any withdrawal are subject to a negotiation period that could take until March 2019. A withdrawal could, among other outcomes, disrupt~~Brexit on the free movement of goods, services, people and 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 the E.U.~~customer behavior, economic conditions, interest rates, currency exchange rates, availability of capital or other ~~nations (including the U.S.) as the U.K. pursues independent trade relations. In addition, the value of the British pound sterling relative to the U.S. dollar remains at levels that~~matters are ~~significantly below pre-Brexit levels.~~unclear. The effects of Brexit could adversely affect our business, results of operations, financial condition and liquidity.

In addition, high levels of sovereign debt in the U.S. and several countries in which we or our affiliates operate, combined with weak growth and high unemployment, could potentially lead to fiscal reforms (including austerity measures), tax increases, sovereign debt restructurings, currency instability, increased counterparty credit risk, high levels of volatility and disruptions in the credit and equity markets, as well as other outcomes that might adversely impact our company. 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.

We are facing challenging economic environments in many of our markets, most notably in Trinidad and Tobago, Barbados and Puerto Rico. In Puerto Rico, this environment is due in part to the government’s liquidity issues. In this regard, the Puerto Rico government has failed to make significant portions of its scheduled debt payments during 2016 and 2017. Although the Puerto Rico government had implemented tax increases and other measures to improve its solvency and the U.S. had implemented legislation designed to help manage Puerto Rico’s debt crisis, the Puerto Rico government filed for a form of bankruptcy protection in May 2017, and Puerto Rico’s public utility followed suit in July 2017. In addition, myriad austerity measures, including with respect to public spending on pensions, public healthcare and education, have been either recommended, mandated by the fiscal oversight board charged with overseeing Puerto Rico’s recovery and/or adopted by the Puerto Rico government. If the fiscal and economic conditions in Puerto Rico were to continue to worsen, including with respect to the impact of the hurricanes discussed above, 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 be impaired, both of which could have a negative impact on Liberty Puerto Rico’s results of operations, cash flows and financial condition.

Material Changes in Results of Operations

~~As noted under~~ ~~Overview~~ ~~above,~~We have completed a number of transactions that impact the comparability of our ~~operating~~ results ~~during~~ ~~2017~~of operations, the most notable of which is the SFR BeLux Acquisition on June 19, 2017. For further information regarding our pending and ~~2016~~ ~~is affected by acquisitions, dispositions and foreign currency translation effects (~~FX~~). As we use the term, organic changes exclude FX and the estimated impact of~~completed acquisitions and ~~dispositions.~~dispositions, see note 4 to our condensed consolidated financial statements.

In the following discussion, we quantify the estimated impact of acquisitions (the Acquisition Impact) on our operating results. The Acquisition Impact represents our estimate of the difference between the operating results of the periods under comparison that is attributable to an acquisition. In general, we base our estimate of the Acquisition Impact on an acquired entity’s operating results during the first three to ~~six~~twelve months following the acquisition date, as adjusted to remove integration costs and any other material unusual or nonoperational items, such that changes from those operating results in subsequent periods are considered to be organic changes. Accordingly, in the following discussion, (i) organic variances attributed to an acquired entity during the first 12 months following the acquisition date represent differences between the Acquisition Impact and the actual results and (ii) the calculation of our organic change percentages includes the organic activity of an acquired entity relative to the Acquisition Impact of such entity. In the case of C&W, our organic growth calculation for the nine-month period compares C&W's current- and prior-year results for the period from May 16 to September 30. In addition, we include all integration costs incurred by C&W subsequent to the May 16, 2016 acquisition date in the calculation of C&W's organic changes in SG&A expenses. In the following discussion of organic changes, we also quantify the impact of the VodafoneZiggo JV Transaction on our results of operations. In this regard, the organic changes of Liberty Global are adjusted to exclude (a) the operations of Ziggo Group Holding and Ziggo Sport for the 2016 periods, (b) the revenue earned during the 2017 periods from services provided to the VodafoneZiggo JV and (c) certain operating and SG&A expenses incurred during the 2017 periods that were allocated to our Netherlands segment during the 2016 periods.

During 2016, we changed how we calculate our organic change percentages to include the Acquisition Impact in the denominator of the calculation, as this methodology takes into account the size of the acquired entity's operations relative to our existing operations. This change has been reflected retroactively for all periods presented herein.

Changes in foreign currency exchange rates have a significant impact on our reported operating results as all of our operating segments ~~except for Puerto Rico and most of C&W’s operating segments,~~ have functional currencies other than the U.S. dollar. Our primary exposure to foreign exchange (FX) risk during the three months ended September 30, ~~2017~~2018 was to the ~~euro and~~ British pound sterling and euro as ~~36.7%~~52.2% and ~~31.2%~~33.0% of our reported revenue during the period was derived from subsidiaries whose functional currencies are the ~~euro and~~ British pound sterling and euro, respectively. In addition, our reported operating results are impacted by changes in the exchange rates for certain other local currencies in ~~Europe, Latin America and the Caribbean.~~Europe. The portions of the changes in the various components of our results of operations that are attributable to changes in FX are highlighted under Discussion and Analysis of our Consolidated Reportable Segments and Discussion and Analysis of our Consolidated Operating Results below. For information ~~concerning our foreign currency risks and~~regarding the applicable foreign currency exchange rates in effect for the periods covered by this Quarterly Report, see Quantitative and Qualitative Disclosures about Market Risk — Foreign Currency Exchange Rates below.

The amounts presented and discussed below represent 100% of each of our consolidated reportable segment’s revenue and Adjusted OIBDA. As we have the ability to control Telenet, ~~Liberty Puerto Rico~~ ~~and certain subsidiaries of C&W that are not wholly owned,~~ we consolidate 100% of ~~the~~its revenue and expenses ~~of these entities~~ in our condensed consolidated statements of operations despite the fact that third parties own a significant ~~interests in these entities.~~interest. The noncontrolling owners’ interests in the operating results of Telenet, ~~Liberty Puerto Rico, certain subsidiaries of C&W~~ and other less significant majority-owned subsidiaries are reflected in net earnings or loss attributable to noncontrolling interests in our condensed consolidated statements of operations.

As further described in note 2 to our condensed consolidated financial statements, we adopted ASU 2014-09 on January 1, 2018 using the cumulative effect transition method. As such, the comparative information for the three and nine months ended September 30, 2017 included in our condensed consolidated financial statements and notes thereto has not been restated and continues to be reported under the accounting standards in effect for such periods. In order to provide more meaningful comparisons, in the following discussion and analysis of our results of operations, we present our revenue, other operating expenses, SG&A expenses and Adjusted OIBDA for the three and nine months ended September 30, 2017 on a pro forma basis that gives effect to the adoption of ASU 2014-09 as if such adoption had occurred on January 1, 2017.

The following table presents (i) the impact of the adoption of ASU 2014-09 on the revenue and Adjusted OIBDA of our consolidated reportable segments for the three and nine months ended September 30, 2018 and (ii) the pro forma impact of the adoption of ASU 2014-09 on the revenue and Adjusted OIBDA of our consolidated reportable segments for the three and nine months ended September 30, 2017 as if such adoption had occurred on January 1, 2017.



	Three months ended September 30,						Nine months ended September 30,
	2018			2017 (a)			2018			2017 (a)
	in millions
Increase (decrease) to revenue:
U.K./Ireland	$	13.4		$	(7.2	)	$	30.2		$	(11.4	)
Belgium	(2.2		)	(0.4		)	(6.5		)	(3.0		)
Switzerland	0.1			(1.1		)	(0.7		)	(2.3		)
Central and Eastern Europe	—			(0.1		)	(0.2		)	(0.9		)
Total increase (decrease) to revenue	$	11.3		$	(8.8	)	$	22.8		$	(17.6	)

Increase (decrease) to Adjusted OIBDA:
U.K./Ireland	$	13.1		$	(10.5	)	$	21.7		$	(19.7	)
Belgium	(2.2		)	(0.4		)	(6.5		)	(3.0		)
Switzerland	(0.6		)	(0.3		)	(2.3		)	(1.9		)
Central and Eastern Europe	(0.1		)	0.3			(0.5		)	0.3
Total increase (decrease) to Adjusted OIBDA	$	10.2		$	(10.9	)	$	12.4		$	(24.3	)

_______________


(a)	Amounts are presented on a pro forma basis that gives effect to the adoption of ASU 2014-09 as if such adoption had occurred on January 1, 2017.

Discussion and Analysis of our Consolidated Reportable Segments

General

All of the reportable segments set forth below derive their revenue primarily from ~~(i)~~ residential ~~broadband~~and B2B communications services, including video, broadband internet, ~~and~~ fixed-line telephony ~~services, (ii) B2B communications services~~ and ~~(iii) with the exception of Puerto Rico, residential~~ mobile services. For detailed information regarding the composition of our reportable segments and how we define and categorize our revenue components, see note 1516 to our condensed consolidated financial statements. For more information regarding the results of operations of the VodafoneZiggo JV, refer to Discussion and Analysis of our Consolidated Operating Results — Share of ~~losses~~results of affiliates below.

The tables presented below in this section provide ~~a separate analysis of each~~the details of the ~~line items that comprise Adjusted OIBDA of our consolidated reportable segments, as well as an analysis of~~revenue and Adjusted OIBDA of our consolidated reportable segments for the three and nine months ended September 30, ~~2017~~2018 and ~~2016~~2017. As discussed above, the amounts for the three and nine months ended September 30, 2017 are presented on a pro forma basis that gives effect to the adoption of ASU 2014-09 as if such adoption had occurred on January 1, 2017. These tables present (i) the amounts reported ~~by each of our consolidated reportable segments~~ for the current and comparative periods, (ii) the reported U.S. dollar change and percentage change from period to period and (iii) the organic U.S. dollar change and percentage change from period to period. The comparisons that exclude FX assume that exchange rates remained constant at the prior-year rate during the comparative ~~periods~~period that ~~are~~is included in each table. We also provide a table showing the Adjusted OIBDA margins of our consolidated reportable segments for the three and nine months ended September 30, ~~2017~~2018 and ~~2016~~2017 at the end of this section. We do not include share-based compensation in the discussion and analysis of the other operating and SG&A expenses of our consolidated reportable segments as share-based compensation expense is not included in the performance measures of our consolidated reportable segments. Share-based compensation expense is discussed under ~~Discussion and Analysis of our Consolidated Operating Results~~ ~~below.~~

~~In the U.K. and certain of our other markets, we offer our customers the option to purchase a mobile handset pursuant to a contract that is independent of a mobile airtime services contract (a~~ ~~Split-contract Program~~). Revenue associated with handsets sold under a Split-contract Program is recognized upfront and included in other non-subscription revenue. We generally recognize the full sales price for the mobile handset upon delivery, regardless of whether the sales price is received upfront or in installments. Prior to the Split-contract Programs, all revenue from handset sales that was contingent upon delivering future airtime services was recognized over the life of the customer contract as part of the monthly fee and included in subscription 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 adverse impact 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 of revenue-based taxes for which we are the ultimate taxpayer, we will also experience increases in our operating costs and expenses and corresponding declines in 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 receive similar fees from such providers when calls or text messages from their customers terminate on our networks or networks that we access through MVNO or other arrangements. The amounts we charge and incur with respect to fixed-line telephony and mobile interconnection fees are subject to regulatory oversight. To the extent that regulatory authorities introduce fixed-line or mobile termination rate changes, we would experience prospective changes and, in very limited cases, we could experience retroactive changes in our interconnect revenue and/or costs. The ultimate impact of any such changes in termination rates on our Adjusted OIBDA would be dependent on the call or text messaging patterns that are subject to the changed termination rates.

We are subject to inflationary pressures with respect to certain costs and foreign currency exchange risk with respect to costs and expenses that are denominated in currencies other than the respective functional currencies of our consolidated reportable 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 increased pressure on our operating margins.~~

Revenue of our Consolidated Reportable Segments

General. While not specifically discussed in the below explanations of the changes in the revenue of our consolidated reportable segments, we are experiencing significant 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 subscribers outstanding during the period and (ii) changes in ARPU. Changes in ARPU can be attributable to (a) changes in prices, (b) changes in bundling or promotional discounts, (c) changes in the tier of services selected, (d) variances in subscriber usage patterns and (e) the overall mix of cable and mobile products within a segment 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 derived from our video, broadband internet, fixed-line telephony and mobile products.

Revenue

Three months ended September 30, Increase (decrease) Organic increase (decrease)
2017 2016 $ % $ %
in millions, except percentages
Liberty Global Group:
European Division:
U.K./Ireland $ 1,617.1
$ 1,581.4
$ 35.7
2.3
$ 25.7
1.6
Belgium 759.1
693.4
65.7
9.5
19.9
2.8
Germany 703.7
639.4
64.3
10.1
29.2
4.6
Switzerland/Austria 456.0
439.3
16.7
3.8
4.8
1.1
The Netherlands —
681.8
(681.8 ) (100.0 ) —
—
Total Western Europe 3,535.9
4,035.3
(499.4 ) (12.4 ) 79.6
2.4
Central and Eastern Europe 306.6
274.5
32.1
11.7
13.5
4.9
Central and other (a) 35.4
(1.9 ) 37.3
N.M.
(1.4 ) (3.6 )
Total European Division 3,877.9
4,307.9
(430.0 ) (10.0 ) 91.7
2.5
Corporate and other 0.8
18.0
(17.2 ) (95.6 ) —
—
Intersegment eliminations (b) (0.2 ) (12.8 ) 12.6
N.M.
—
N.M.
Total Liberty Global Group 3,878.5
4,313.1
(434.6 ) (10.1 ) 91.7
2.5
LiLAC Group:
LiLAC Division:
C&W 578.9
568.5
10.4
1.8
5.8
1.0
Chile 242.2
221.3
20.9
9.4
13.8
6.1
Puerto Rico 88.6
104.8
(16.2 ) (15.5 ) (16.2 ) (15.5 )
Total LiLAC Division 909.7
894.6
15.1
1.7
3.4
0.4
Intersegment eliminations (1.6 ) (0.5 ) (1.1 ) N.M.
(1.1 ) N.M.
Total LiLAC Group 908.1
894.1
14.0
1.6
2.3
0.3
Intergroup eliminations (1.2 ) —
(1.2 ) N.M.
—
N.M.
Total $ 4,785.4
$ 5,207.2
$ (421.8 ) (8.1 ) $ 94.0
2.1



	Three months ended September 30,						Increase (decrease)					Organic increase (decrease)
	2018			2017			$			%		$			%
				pro forma
	in millions, except percentages

U.K./Ireland	$	1,667.7		$	1,609.9		$	57.8		3.6		$	65.3		4.1
Belgium	746.8			758.7			(11.9		)	(1.6	)	(14.0		)	(1.8	)
Switzerland	323.3			351.7			(28.4		)	(8.1	)	(22.0		)	(6.2	)
Central and Eastern Europe	148.6			149.9			(1.3		)	(0.9	)	1.5			1.0
Central and Corporate (a)	71.9			53.0			18.9			35.7		14.4			24.2
Intersegment eliminations	(0.2		)	(3.0		)	2.8			N.M.		2.8			N.M.
Total	$	2,958.1		$	2,920.2		$	37.9		1.3		$	48.0		1.6

Nine months ended
September 30, Increase (decrease) Organic increase (decrease)
2017 2016 $ % $ %
in millions, except percentages
Liberty Global Group:
European Division:
U.K./Ireland $ 4,687.6
$ 4,985.6
$ (298.0 ) (6.0 ) $ 77.3
1.5
Belgium 2,106.5
2,010.9
95.6
4.8
30.1
1.4
Germany 1,988.6
1,900.0
88.6
4.7
93.5
4.9
Switzerland/Austria 1,314.8
1,319.7
(4.9 ) (0.4 ) (6.3 ) (0.5 )
The Netherlands —
2,030.4
(2,030.4 ) (100.0 ) —
—
Total Western Europe 10,097.5
12,246.6
(2,149.1 ) (17.5 ) 194.6
1.9
Central and Eastern Europe 866.5
814.6
51.9
6.4
44.9
5.5
Central and other (a) 95.7
(5.2 ) 100.9
N.M.
(1.2 ) (1.1 )
Total European Division 11,059.7
13,056.0
(1,996.3 ) (15.3 ) 238.3
2.1
Corporate and other 1.7
47.8
(46.1 ) (96.4 ) (0.1 ) (6.2 )
Intersegment eliminations (b) (0.2 ) (35.4 ) 35.2
N.M.
—
N.M.
Total Liberty Global Group 11,061.2
13,068.4
(2,007.2 ) (15.4 ) 238.2
2.1
LiLAC Group:
LiLAC Division:
C&W 1,737.2
854.1
883.1
103.4
7.4
0.4
Chile 702.6
631.9
70.7
11.2
43.9
6.9
Puerto Rico 303.6
315.6
(12.0 ) (3.8 ) (12.0 ) (3.8 )
Total LiLAC Division 2,743.4
1,801.6
941.8
52.3
39.3
1.5
Intersegment eliminations (3.5 ) (0.7 ) (2.8 ) N.M.
(2.8 ) N.M.
Total LiLAC Group 2,739.9
1,800.9
939.0
52.1
36.5
1.4
Intergroup eliminations (1.2 ) —
(1.2 ) N.M.
—
N.M.
Total $ 13,799.9
$ 14,869.3
$ (1,069.4 ) (7.2 ) $ 274.7
2.0



	Nine months ended September 30,						Increase (decrease)					Organic increase (decrease)
	2018			2017			$			%		$			%
				pro forma
	in millions, except percentages

U.K./Ireland	$	5,180.8		$	4,676.2		$	504.6		10.8		$	208.2		4.5
Belgium	2,260.3			2,103.5			156.8			7.5		(26.4		)	(1.2	)
Switzerland	1,000.4			1,020.7			(20.3		)	(2.0	)	(32.9		)	(3.2	)
Central and Eastern Europe	462.0			426.2			35.8			8.4		3.3			0.8
Central and Corporate (a)	197.4			137.8			59.6			43.3		42.8			29.6
Intersegment eliminations	(3.2		)	(8.3		)	5.1			N.M.		5.1			N.M.
Total	$	9,097.7		$	8,356.1		$	741.6		8.9		$	200.1		2.4

_______________


(a)	~~The amounts presented for the 2017 periods~~Amounts primarily include the revenue earned from transition and other services provided to the VodafoneZiggo ~~JV.~~JV and, during the 2018 periods, Deutsche Telekom and Liberty Latin America. For additional information, see note 45 to our condensed consolidated financial statements.


~~(b)~~	~~The amounts presented for the 2016 periods primarily relate to transactions between our~~ ~~European Division~~ ~~and Ziggo Sport, which was contributed to the VodafoneZiggo JV as part of the VodafoneZiggo JV Transaction.~~

N.M. — Not Meaningful.

U.K./Ireland. The details of the ~~changes~~ pro forma increases in U.K./Ireland’s revenue during the three and nine months ended September 30, ~~2017~~2018, as compared to the corresponding periods in ~~2016~~2017, are set forth below:


	Three-month period									Nine-month period									Three-month period									Nine-month period
	Subscription revenue			Non-subscription revenue			Total			Subscription revenue			Non-subscription revenue			Total			Subscription revenue			Non-subscription revenue			Total			Subscription revenue			Non-subscription revenue		Total
	in millions																		in millions
Increase (decrease) in residential cable subscription revenue due to change in:
Increase in residential cable subscription revenue due to change in:
Average number of RGUs (a)	$	20.7		$	—		$	20.7		$	59.8		$	—		$	59.8		$	19.3		$	—		$	19.3		$	50.0		$	—	$	50.0
ARPU (b)	(1.3		)	—			(1.3		)	19.9			—			19.9			10.6			—			10.6			40.4			—		40.4
Increase in residential cable non-subscription revenue ~~(c)~~	—			4.6			4.6			—			15.4			15.4			—			1.7			1.7			—			1.5		1.5
Total increase in residential cable revenue	19.4			4.6			24.0			79.7			15.4			95.1			29.9			1.7			31.6			90.4			1.5		91.9
Increase (decrease) in residential mobile revenue ~~(d)~~(c)	(9.4		)	4.2			(5.2		)	(44.4		)	(4.6		)	(49.0		)	1.9			23.3			25.2			(2.5		)	86.6		84.1
Increase (decrease) in B2B revenue (e)	8.8			(4.1		)	4.7			27.6			0.2			27.8
Increase in other revenue	—			2.2			2.2			—			3.4			3.4
Increase in B2B revenue (d)																			5.7			2.9			8.6			19.5			5.1		24.6
Increase (decrease) in other revenue (e)																			—			(0.1		)	(0.1		)	—			7.6		7.6
Total organic increase	18.8			6.9			25.7			62.9			14.4			77.3			37.5			27.8			65.3			107.4			100.8		208.2
Impact of acquisitions	—			9.0			9.0			—			28.1			28.1
Impact of a disposal	—			—			—			—			(2.9		)	(2.9		)
Impact of FX	0.4			0.6			1.0			(316.8		)	(83.7		)	(400.5		)	(6.3		)	(1.2		)	(7.5		)	230.9			65.5		296.4
Total	$	19.2		$	16.5		$	35.7		$	(253.9	)	$	(44.1	)	$	(298.0	)	$	31.2		$	26.6		$	57.8		$	338.3		$	166.3	$	504.6

_______________


(a)	The increases in residential cable subscription revenue related to changes in the average number of RGUs are ~~primarily~~ attributable to ~~(i)~~ increases in the average number of broadband internet, video and fixed-line telephony ~~RGUs in the U.K. and (ii) net increases in the average number of video RGUs, as increases in the U.K. were only partially offset by decreases in Ireland.~~RGUs.

(b)

The ~~changes~~increases in cable subscription revenue related to changes in ARPU are primarily attributable to (i) ~~the~~ net ~~effect of~~ increases due to(a) higher ARPU from broadband internet services, ~~and~~ (b) lower ARPU from ~~video~~fixed-line telephony and ~~fixed-line telephony~~(c) for the three-month comparison, higher ARPU from video services and (ii) ~~an improvement~~improvements in RGU mix, as increases in the U.K. were only partially offset by decreases in Ireland. In addition, ARPU from video, broadband internet and fixed-line telephony services in the nine-month comparison was adversely impacted by an aggregate revenue decrease of $12.4 million associated with the April 2016 changes in the regulations governing payment handling fees that Virgin Media charges to its customers in the U.K.mix.


(c)	~~The increases in residential cable non-subscription revenue are largely due to increases in installation revenue in the U.K.~~

~~(d)~~

The ~~decreases~~changes in residential mobile subscription revenue relate to the net effect of (i) decreases in the U.K., due primarily to lower ARPU, and (ii) increases in Ireland, mainly due to increases in the average number of mobile subscribers. The ~~lower ARPU~~changes in residential mobile subscription revenue also include revenue of $3.8 million recognized during the ~~U.K. includes~~third quarter of 2018 related to the ~~net effect~~expected recovery of ~~(a) revenue decreases of $22.7 million and $91.1 million, respectively, attributable to declines in the number of customers under subsidized handset contracts, (b) revenue~~certain prior-period VAT payments.The increases of $9.6 million and $36.4 million, respectively, attributable to growth in the number of customers under the Split-contract Program and (c) revenue increases of $1.8 million and $6.0 million, respectively, attributable to growth in the number of customers under subscriber identification module or “SIM”-only contracts. The increase in residential mobile non-subscription revenue ~~for the three-month comparison is~~are primarily due to increases in ~~sales of~~revenue from mobile ~~handsets and other devices. The decrease in residential mobile non-subscription revenue for the nine-month comparison is primarily due to (1) a decrease in interconnect revenue~~handset sales in the U.K. that was only partially offset by a volume-related increase in interconnect revenue in Ireland and (2) an increase in sales of mobile handsets and other devices, as an increase in Ireland was only partially offset by a decrease in the U.K. The decrease in interconnect revenue in the U.K. during the nine-month comparison is primarily due to (I) declines in mobile short message service or “~~SMS” termination volumes and (II) lower mobile termination rates and volumes.~~, which typically generate relatively low margins.

~~(e)~~(d)

The increases in B2B subscription revenue are primarily due to increases in the average number of broadband internet SOHO ~~RGUs~~subscribers in the U.K. The ~~decrease~~increases in B2B non-subscription revenue are primarily driven by changes in the U.K., including the net effect of (i) higher revenue related to business network services, (ii) decreases in interconnect revenue and (iii) decreases in installation revenue.


(e)	The increase in other revenue for the ~~three-month~~nine-month comparison is primarily due to ~~lower~~an increase in broadcasting revenue ~~from data and fixed-line telephony services~~ in ~~the U.K.~~Ireland.

~~For information regarding certain regulatory developments that could have an adverse impact on our revenue in the U.K., see note 14 to our condensed consolidated financial statements.~~

Belgium. The details of the ~~increases~~pro forma changes in Belgium’s revenue during the three and nine months ended September 30, ~~2017,~~2018, as compared to the corresponding periods in ~~2016~~,2017, are set f~~orth~~forth below:


	Three-month period									Nine-month period									Three-month period									Nine-month period
	Subscription revenue			Non-subscription revenue			Total			Subscription revenue			Non-subscription revenue			Total			Subscription revenue			Non-subscription revenue			Total			Subscription revenue			Non-subscription revenue			Total
	in millions																		in millions
Increase (decrease) in residential cable subscription revenue due to change in:
Average number of RGUs (a)	$	(11.4	)	$	—		$	(11.4	)	$	(25.8	)	$	—		$	(25.8	)	$	(19.4	)	$	—		$	(19.4	)	$	(45.1	)	$	—		$	(45.1	)
ARPU (b)	4.0			—			4.0			11.0			—			11.0			11.4			—			11.4			14.2			—			14.2
Increase in residential cable non-subscription revenue (c)	—			0.6			0.6			—			3.3			3.3
Total increase (decrease) in residential cable revenue	(7.4		)	0.6			(6.8		)	(14.8		)	3.3			(11.5		)
Increase (decrease) in residential mobile revenue (d)	(6.1		)	0.4			(5.7		)	(18.6		)	(20.3		)	(38.9		)
Decrease in residential cable non-subscription revenue (c)																			—			(3.0		)	(3.0		)	—			(9.3		)	(9.3		)
Total decrease in residential cable revenue																			(8.0		)	(3.0		)	(11.0		)	(30.9		)	(9.3		)	(40.2		)
Decrease in residential mobile revenue (d)																			(6.8		)	(13.6		)	(20.4		)	(20.8		)	(15.6		)	(36.4		)
Increase in B2B revenue (e)	15.6			16.8			32.4			45.0			35.5			80.5			7.5			9.9			17.4			19.2			31.0			50.2
Total organic increase	2.1			17.8			19.9			11.6			18.5			30.1
Total organic increase (decrease)																			(7.3		)	(6.7		)	(14.0		)	(32.5		)	6.1			(26.4		)
Impact of acquisitions	14.6			2.3			16.9			60.8			32.1			92.9			—			16.8			16.8			27.3			25.2			52.5
Impact of disposals	(6.6		)	(2.5		)	(9.1		)	(15.1		)	(6.7		)	(21.8		)	(4.1		)	(2.9		)	(7.0		)	(15.7		)	(4.8		)	(20.5		)
Impact of FX	29.5			8.5			38.0			(4.3		)	(1.3		)	(5.6		)	(5.6		)	(2.1		)	(7.7		)	115.3			35.9			151.2
Total	$	39.6		$	26.1		$	65.7		$	53.0		$	42.6		$	95.6		$	(17.0	)	$	5.1		$	(11.9	)	$	94.4		$	62.4		$	156.8

_______________


(a)	The decreasesin residential cable subscription revenue related to changes in the average number of RGUs are attributable to ~~decreases~~declines in the average number of video, broadband internet and fixed-line telephony RGUs.


(b)	The increases in residential cable subscription revenue related to ~~changes~~increases in ARPU are attributable to~~(i)~~ the net ~~increases due to (a)~~effect of (i) higher ARPU from broadband internet and video services, ~~and (b)~~(ii) lower ARPU from fixed-line telephony services and ~~(ii)~~(iii) improvements in RGU mix.

(c)

The ~~increases~~decreases in residential cable non-subscription revenue are primarily attributable to ~~(i) an increase~~the net effect of ~~$5.8 million~~(i) for the ~~nine-month~~nine- month comparison, ~~due~~a decrease of $5.6 million related to adjustments recorded during the 2017 period to reflect the expected recovery of certain prior-period VAT payments, (ii) increases in distribution revenue and (iii) decreases in revenue from ~~services provided through third-party networks and (iii) an increase for the three-month comparison and a decrease for the nine-month comparison in~~ equipment sales.

(d)

The decreases in residential mobile subscription revenue are primarily due to the net effect of(i) ~~declines in the average number of subscribers, as decreases in the average number of prepaid subscribers was only partially offset by~~lower ARPU and (ii) increases in the average number of ~~postpaid subscribers, and (ii) for the nine-month comparison, lower ARPU, and for the three-month comparison, higher ARPU.~~mobile subscribers. The ~~changes~~ decreasesin residential mobile non-subscription revenue are primarily ~~driven by the net effect of (a)~~attributable to decreases in ~~sales~~(a) revenue from the sale of mobile handsets and other devices, (b) an increase for the three-month comparison and a decrease for the nine-month comparison in interconnect revenue, due to the net effect of lower SMS termination volumes, higher roaming revenue and lower termination rates,late fees and (c) ~~higher revenue from late fees.~~interconnect revenue.

(e)

The increasesin B2B subscription revenue are ~~largely~~primarily attributable to (i) increases in the average number of SOHO subscribers, as increases in broadband internet ~~SOHO RGUs~~and video subscribers were only partially offset by decreases in mobile subscribers, and (ii) higher ARPU from video and mobile SOHO ~~subscribers.~~services. The increases in B2B non-subscription revenue are primarily due to ~~(i)~~(a) higher revenue from wholesale services ~~(ii)~~and (b) increases in interconnect ~~revenue, mainly due to higher mobile volumes, and (iii) increases in installation~~ revenue.

For information concerning certain regulatory developments that could have an adverse impact on our revenue in Belgium, see “Belgium Regulatory Developments” in note 1415 to our condensed consolidated financial statements.

~~Germany.~~Switzerland. The details of the ~~increases~~pro forma decreases in ~~Germany’s~~Switzerland’s revenue during the three and nine months ended September 30, ~~2017,~~2018, as compared to the corresponding periods in ~~2016,~~2017, are set forth below:

Three-month period Nine-month period

Subscription
revenue (a)

Non-subscription
revenue
Total
Subscription
revenue (a)

Non-subscription
revenue
Total
in millions
Increase in residential cable subscription revenue due to change in:
Average number of RGUs (b) $ 10.3
$ —
$ 10.3
$ 35.3
$ —
$ 35.3
ARPU (c) 6.8
—
6.8
24.0
—
24.0
Decrease in residential cable non-subscription revenue (d) —
(4.8 ) (4.8 ) —
(5.6 ) (5.6 )
Total increase (decrease) in residential cable revenue 17.1
(4.8 ) 12.3
59.3
(5.6 ) 53.7
Increase (decrease) in residential mobile
revenue (e)
(0.2 ) 11.5
11.3
(2.7 ) 26.7
24.0
Increase in B2B revenue (f) 3.8
2.5
6.3
10.0
7.0
17.0
Decrease in other revenue —
(0.7 ) (0.7 ) —
(1.2 ) (1.2 )
Total organic increase 20.7
8.5
29.2
66.6
26.9
93.5
Impact of FX 32.4
2.7
35.1
(4.0 ) (0.9 ) (4.9 )
Total $ 53.1
$ 11.2
$ 64.3
$ 62.6
$ 26.0
$ 88.6

~~_______________~~

~~(a)~~

Residential cable subscription revenue includes revenue from multi-year bulk agreements with landlords or housing associations or with third parties that operate and administer the in-building networks on behalf of housing associations. These bulk agreements, which generally allow for the procurement of the basic video signals at volume-based discounts, provide access to approximately two-thirds of Germany’s video subscribers. Germany’s bulk agreements are, to a significant extent, medium- and long-term contracts. As of September 30, 2017, bulk agreements covering approximately 34% of the video subscribers that Germany serves expire by the end of 2018 or are terminable on 30-days notice. During the three months ended September 30, 2017, Germany’s 20 largest bulk agreement accounts generated approximately 9% of its total revenue (including estimated amounts billed directly to the building occupants for digital video, broadband internet and fixed-line telephony services). No assurance can be given that Germany’s bulk agreements will be renewed or extended on financially equivalent terms, or at all.


~~(b)~~	~~Theincreases in residential cable subscription revenue related to changes in the average number of RGUs are attributable toincreases in the average number of broadband internet, fixed-line telephony and video RGUs.~~


~~(c)~~	The increases in residential cable subscription revenue related to changes in ARPU are attributable to (i) improvements in RGU mix and (ii) net increases due to (a) higher ARPU from broadband internet and video services and (b) lower ARPU from fixed-line telephony services.

~~(d)~~

The decreases in residential cable non-subscription revenue are primarily due to the net effect of (i) decreases in channel carriage fee revenue, (ii) increases in installation revenue and (iii) decreases in interconnect revenue, primarily due to lower fixed-line telephony termination rates and volumes. Channel carriage revenue relates to fees received for the carriage of certain channels included in Germany’s basic and enhanced video offerings. This channel carriage fee revenue is subject to contracts that expire or are otherwise terminable by either party on various dates ranging from 2017 through 2020. The

aggregate amount of revenue related to these channel carriage contracts represented approximately 3% of Germany’s total revenue during the three months ended September 30, 2017. No assurance can be given that these contracts will be renewed or extended on financially equivalent terms, or at all. The decreases in channel carriage fee revenue are primarily due to the June 2017 discontinuation of our analog video service in Germany, resulting in revenue decreases during the three and nine months ended September 30, 2017 of $7.5 million and $10.4 million, respectively, as compared to the corresponding prior-year periods.


~~(e)~~	~~The~~increases in residential mobile non-subscription revenue are primarily due to increases in mobile handset sales of $8.0 million and $20.0 million, respectively, associated with the fourth quarter 2016 launch of a wholesale handset program. These mobile handset sales typically generate relatively low margins.


~~(f)~~	The increases in B2B subscription revenue are primarily attributable to increases in the average number of broadband internet and fixed-line telephony SOHO RGUs. The increases in B2B non-subscription revenue are largely due to higher revenue from data services and increases in interconnect revenue, mainly due to higher fixed-line telephony volumes.

~~Switzerland/Austria.~~ ~~The details of the changes in Switzerland/Austria’s revenue during the three and nine months ended September 30, 2017, as compared to the corresponding periods in 2016, are set forth below:~~


	Three-month period								Nine-month period									Three-month period									Nine-month period
	Subscription revenue			Non-subscription revenue		Total			Subscription revenue			Non-subscription revenue			Total			Subscription revenue			Non-subscription revenue			Total			Subscription revenue			Non-subscription revenue		Total
	in millions																	in millions
Increase (decrease) in residential cable subscription revenue due to change in:
Decrease in residential cable subscription revenue due to change in:
Average number of RGUs (a)	$	2.4		$	—	$	2.4		$	2.1		$	—		$	2.1		$	(14.7	)	$	—		$	(14.7	)	$	(27.6	)	$	—	$	(27.6	)
ARPU (b)	(14.7		)	—		(14.7		)	(36.3		)	—			(36.3		)	(8.4		)	—			(8.4		)	(41.0		)	—		(41.0		)
Increase in residential cable non-subscription revenue (c)	—			4.7		4.7			—			6.1			6.1
Increase (decrease) in residential cable non-subscription revenue (c)																		—			(2.5		)	(2.5		)	—			10.3		10.3
Total increase (decrease) in residential cable revenue	(12.3		)	4.7		(7.6		)	(34.2		)	6.1			(28.1		)	(23.1		)	(2.5		)	(25.6		)	(68.6		)	10.3		(58.3		)
Increase (decrease) in residential mobile revenue (d)	3.9			0.8		4.7			12.7			(2.5		)	10.2
Increase in B2B revenue (e)	0.8			6.9		7.7			3.0			8.7			11.7
Decrease in other revenue	—			—		—			—			(0.1		)	(0.1		)
Increase in residential mobile revenue (d)																		4.1			0.5			4.6			11.4			1.8		13.2
Increase (decrease) in B2B revenue (e)																		0.4			(2.0		)	(1.6		)	1.2			9.5		10.7
Increase in other revenue																		—			0.6			0.6			—			1.5		1.5
Total organic increase (decrease)	(7.6		)	12.4		4.8			(18.5		)	12.2			(6.3		)	(18.6		)	(3.4		)	(22.0		)	(56.0		)	23.1		(32.9		)
Impact of acquisitions	0.4			1.6		2.0			1.2			4.8			6.0			0.5			—			0.5			0.5			—		0.5
Impact of FX	8.4			1.5		9.9			(4.0		)	(0.6		)	(4.6		)	(5.3		)	(1.6		)	(6.9		)	10.1			2.0		12.1
Total	$	1.2		$	15.5	$	16.7		$	(21.3	)	$	16.4		$	(4.9	)	$	(23.4	)	$	(5.0	)	$	(28.4	)	$	(45.4	)	$	25.1	$	(20.3	)

_______________


(a)	The ~~increases~~decreases in residential cable subscription revenue related to changes in the average number of RGUs are attributable to the net effect of (i) declines in the average number of video ~~RGUs and (ii) increases in the average number of fixed-line telephony~~ and broadband internet ~~RGUs.~~


~~(b)~~	~~The decreases in residential cable subscription revenue related to changes in ARPU are attributable to (i) decreases due to lower ARPU from fixed-line telephony, video~~RGUs and ~~broadband internet services and~~ (ii) ~~adverse changes in RGU mix.~~

~~(c)~~

The increases in residential cable non-subscription revenue are primarily attributable to the net effect of (i) increases in revenue from the distribution of our Swiss sports channel, (ii) decreases in installation revenue, as decreases in Switzerland were only slightly offset by increases in Austria, and (iii) decreases in equipment sales in Switzerland. In addition, the increase in residential cable non-subscription revenue for the nine-month comparison, ~~includes the favorable impact of the release of unclaimed customer credits in Switzerland during the 2017 period of $6.5 million.~~


~~(d)~~	The increases in residential mobile subscription revenue are due to the net impact of (i) increases in the average number of mobile subscribers and (ii) lower ARPU from mobile services. The decrease in residential mobile non-subscription

~~revenue for the nine-month period is largely due to decreases in sales of mobile handsets and other devices, as decreases in Switzerland were only partially offset by increases in Austria.~~


~~(e)~~	~~The increases in B2B subscription revenue are primarily attributable to increases in the average number of broadband internet and video SOHO RGUs.The increases in B2B non-subscription revenue are mostly due to higher revenue from data and fixed-line telephony services in Switzerland.~~

~~Central and Eastern Europe.~~ ~~The details of the increases in Central and Eastern Europe’s revenue during the three and nine months ended September 30, 2017, as compared to the corresponding periods in 2016, are set forth below:~~

~~_______________~~

~~(a)~~

~~The~~increases in residential cable subscription revenue related to changes in the average number of RGUs are attributable to (i) increases in the average number of broadband internet RGUs, due primarily to increases in Hungary, Czech Republic, Romania and Poland, (ii) increases in the average number of video RGUs, primarily due to increases in Hungary, Poland and Romania and (iii) increases in the average number of fixed-line telephony RGUs, due primarily to increases in Hungary.

~~(b)~~

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


~~(c)~~	~~The increases in residential cable non-subscription revenue are largely attributable to net increases in Hungary and at UPC DTH.~~


~~(d)~~	~~The increases in residential mobile subscription revenue are primarily due to increases in the average number of mobile subscribers in Hungary.~~


~~(e)~~	~~Theincreases in B2B subscription revenue are largely attributable to increases in the average number of broadband internet SOHO RGUs.~~The increases in B2B non-subscription revenue are primarily due to (i) higher revenue from fixed-line telephony services, primarily in the Czech Republic, and (ii) higher interconnect revenue, primarily due to higher volumes in Poland and Hungary.

~~C&W.~~ ~~The details of the changes in C&W’s revenue during the three and nine months ended September 30, 2017, as compared to the corresponding periods in 2016, are set forth below:~~

Three-month period Nine-month period

Subscription
revenue

Non-subscription
revenue
Total
Subscription
revenue

Non-subscription
revenue
Total
in millions
Increase (decrease) in residential cable subscription revenue due to change in:
Average number of RGUs (a) $ (0.9 ) $ —
$ (0.9 ) $ (1.0 ) $ —
$ (1.0 )
ARPU (b) 2.9
—
2.9
2.7
—
2.7
Decrease in residential cable non-subscription revenue (c) —
(3.8 ) (3.8 ) —
(5.3 ) (5.3 )
Impact of hurricanes on residential cable revenue (d) (2.5 ) —
(2.5 ) (2.5 ) —
(2.5 )
Total decrease in residential cable revenue (0.5 ) (3.8 ) (4.3 ) (0.8 ) (5.3 ) (6.1 )
Increase (decrease) in residential mobile
revenue (e)
(8.3 ) 1.4
(6.9 ) (13.9 ) 2.5
(11.4 )
Impact of hurricanes on residential mobile revenue (d) (0.3 ) —
(0.3 ) (0.3 ) —
(0.3 )
Increase in B2B revenue (f) —
17.7
17.7
—
29.6
29.6
Impact of hurricanes on B2B revenue (d) —
(0.6 ) (0.6 ) —
(0.6 ) (0.6 )
Increase (decrease) in other revenue —
0.2
0.2
—
(3.8 ) (3.8 )
Total organic increase (decrease) (9.1 ) 14.9
5.8
(15.0 ) 22.4
7.4
Impact of acquisitions —
6.9
6.9
434.3
455.2
889.5
Impact of FX (1.3 ) (1.0 ) (2.3 ) (7.5 ) (6.3 ) (13.8 )
Total $ (10.4 ) $ 20.8
$ 10.4
$ 411.8
$ 471.3
$ 883.1

~~_______________~~

~~(a)~~

The decrease in residential cable subscription revenue related to changes in the average number of RGUs for the three-month comparison is primarily attributable to a decrease in the average number of video RGUs. The decrease in residential cable subscription revenue related to changes in the average number of RGUs for the nine-month comparison is attributable to the net effect of (i) decreases in the average number of broadband internet and video RGUs and (ii) an increase in the average number of fixed-line telephony RGUs.

(b)

The ~~increases~~decreases in residential cable subscription revenue related to changes in ARPU areprimarily attributable to ~~the net effect of (i) net increases due to (a) higher ARPU from broadband internet and video services and (b)~~ lower ARPU from video, fixed-line telephony and broadband internet services, ~~and (ii) adverse changes in RGU mix.~~including, for the nine-month comparison, the reversal during the first quarter of 2018 of $3.9 million of revenue that was recognized during prior-year periods.


(c)	The ~~decreases~~ changesin residential cable non-subscription revenue ~~are largely attributable todecreases in interconnect revenue, mainly due to lower fixed-line telephony termination volumes.~~


~~(d)~~	~~Amounts represent customer credits recorded through September 30, 2017 associated with service interruptions resulting from the hurricanes. For additional information, see~~ ~~Overview~~ ~~above.~~


~~(e)~~	The decreases in residential mobile subscription revenue are primarily attributable to lower revenue in the Bahamas associated with decreases in the average number of subscribers and lower ARPU, primarily driven by the commercial launch of mobile services by a competitor during the fourth quarter of 2016.

~~(f)~~

The increases in B2B non-subscription revenue are primarily attributable to the net effect of (i) higher revenue from wholesale services, data services, interconnect fees, video services and installation fees and (ii) lower revenue from fixed-line telephony services. In addition, the increases include $0.9 million and $5.8 million, respectively, of organic impacts associated with wholesale revenue recognized on a cash basis during the second and third quarters of 2017 related to services provided to a significant customer in prior quarters.

~~Chile.~~ ~~The details of the changes in Chile’s revenue during the three and nine months ended September 30, 2017, as compared to the corresponding periods in 2016, are set forth below:~~

Three-month period Nine-month period

Subscription
revenue

Non-subscription
revenue
Total
Subscription
revenue

Non-subscription
revenue
Total
in millions
Increase in residential cable subscription revenue due to change in:
Average number of RGUs (a) $ 3.6
$ —
$ 3.6
$ 10.7
$ —
$ 10.7
ARPU (b) 4.4
—
4.4
20.1
—
20.1
Decrease in residential cable non-subscription revenue (c) —
(0.9 ) (0.9 ) —
(6.2 ) (6.2 )
Total increase (decrease) in residential cable revenue 8.0
(0.9 )
7.1
30.8
(6.2 ) 24.6
Increase in residential mobile
revenue (d)
3.3
—
3.3
9.6
0.4
10.0
Increase (decrease) in B2B revenue (e) 3.5
(0.1 ) 3.4
10.1
(0.8 ) 9.3
Total organic increase (decrease) 14.8
(1.0 ) 13.8
50.5
(6.6 ) 43.9
Impact of FX 6.7
0.4
7.1
24.5
2.3
26.8
Total $ 21.5
$ (0.6 ) $ 20.9
$ 75.0
$ (4.3 ) $ 70.7

~~_______________~~


~~(a)~~	~~The increases in residential cable subscription revenue related to changes in the average number of RGUs~~ are attributable to the net effect of(i) ~~increases in~~a $2.0 million decrease for the ~~average number of broadband internet~~three-month comparison and ~~video RGUs and (ii) declines in the average number of fixed-line telephony RGUs.~~

~~(b)~~

The increases in residential cable subscription revenue related to changes in ARPU are attributable to (i) the net effect of (a) higher ARPU from video services and (b) lower ARPU from fixed-line telephony and broadband internet services and (ii) an improvement in RGU mix. In addition, thea $16.6 million increase ~~in Chile’s residential cable subscription revenue~~ for the nine-month comparison ~~includes an increase~~in distribution revenue associated with the September 2017 launch of ~~$3.8~~our Swiss sports channels and (ii) for the nine-month comparison, a decrease of $6.4 million ~~resulting from~~due to the impact of ~~unfavorable adjustments recorded~~unclaimed customer credit accruals that were released during the first ~~and second quarters~~six months of ~~2016 to reflect the retroactive application of a tariff for the period from July 2013 through February 2014.~~

2017.


~~(c)~~	The decrease in residential cable non-subscription revenue is primarily due to the net effect of (i) lower advertising revenue, (ii) lower interconnect revenue, attributable to lower fixed-line telephony termination rates and volumes, and (iii) increases in installation revenue.


(d)	The increases in residential mobile subscription revenue are primarily due to increases in the average number of mobile subscribers.

(e)

The increases in B2B subscription revenue are primarily ~~attributable~~due toincreases in the average number of broadband internet SOHO subscribers. The changes in B2B non-subscription revenue are primarily due to the net effect of (i) increases in interconnect revenue, (ii) higher revenue from data services and (iii) for the three-month comparison, lower revenue from wholesale fixed-line telephony ~~SOHO RGUs.~~services.

~~Puerto Rico.~~Central and Eastern Europe. The details of the ~~decreases~~pro forma changes in ~~Puerto Rico’s~~Central and Eastern Europe’s revenue during the three and nine months ended September 30, ~~2017,~~2018, as compared to the corresponding periods in ~~2016,~~2017, are set forth below:

Three-month period Nine-month period

Subscription
revenue

Non-subscription
revenue
Total
Subscription
revenue

Non-subscription
revenue
Total
in millions
Increase in residential cable subscription revenue due to change in:
Average number of RGUs (a) $ 1.6
$ —
$ 1.6
$ 6.1
$ —
$ 6.1
ARPU (b) 0.9
—
0.9
0.4
—
0.4
Increase in residential cable non-subscription revenue —
0.4
0.4
—
1.1
1.1
Impact of hurricanes on residential cable revenue (c) (16.8 ) (1.5 ) (18.3 ) (16.8 ) (1.5 ) (18.3 )
Total decrease in residential cable revenue (14.3 ) (1.1 ) (15.4 ) (10.3 ) (0.4 ) (10.7 )
Increase (decrease) in B2B revenue (0.5 ) 0.8
0.3
(1.3 ) 1.8
0.5
Decrease in other revenue —
(0.3 ) (0.3 ) —
(1.0 ) (1.0 )
Impact of hurricanes on B2B and other revenue (c) —
(0.8 ) (0.8 ) —
(0.8 ) (0.8 )
Total $ (14.8 ) $ (1.4 ) $ (16.2 ) $ (11.6 ) $ (0.4 ) $ (12.0 )



	Three-month period									Nine-month period
	Subscription revenue			Non-subscription revenue			Total			Subscription revenue			Non-subscription revenue			Total
	in millions
Increase (decrease) in residential cable subscription revenue due to change in:
Average number of RGUs (a)	$	0.1		$	—		$	0.1		$	(1.8	)	$	—		$	(1.8	)
ARPU (b)	(1.0		)	—			(1.0		)	(1.6		)	—			(1.6		)
Decrease in residential cable non-subscription revenue	—			(0.3		)	(0.3		)	—			(0.3		)	(0.3		)
Total decrease in residential cable revenue	(0.9		)	(0.3		)	(1.2		)	(3.4		)	(0.3		)	(3.7		)
Increase in B2B revenue (c)	1.2			1.5			2.7			4.0			3.0			7.0
Total organic increase	0.3			1.2			1.5			0.6			2.7			3.3
Impact of FX	(3.1		)	0.3			(2.8		)	30.0			2.5			32.5
Total	$	(2.8	)	$	1.5		$	(1.3	)	$	30.6		$	5.2		$	35.8

_______________

(a)

The ~~increases~~changes in residential cable subscription revenue related to changes in the average number of RGUs are primarily attributable to the net effect of (i) decreases in the average number of video RGUs, primarily in UPC DTH and Poland,and (ii) increases in the average number of broadband internet RGUs, ~~that were only partially offset by declines~~primarily in ~~the average number of video RGUs.~~Poland.

(b)

The ~~increases~~decreases in residential cable subscription revenue related to changes in ARPU are primarily attributable to the net effect of(i) ~~net increases due to (a) higher ARPU from broadband internet services and (b)~~ lower ARPU from fixed-line telephony and broadband internet services, primarily in Poland, and (ii) for the nine-month comparison, higher ARPU from video services, ~~and (ii) adverse changes~~primarily in ~~RGU mix.~~UPC DTH.

(c)

~~Amounts represent customer credits recorded through September 30, 2017 associated with service interruptions resulting from~~The increases in B2B subscription revenue are attributable to increases in the ~~hurricanes. For additional information, see~~ ~~Overview~~ ~~above.~~

average number of broadband internet SOHO subscribers. The increases in B2B non-subscription revenue are largely attributable to increases in interconnect revenue, primarily in Poland.

Programming and Other Direct Costs of Services, Other Operating Expenses and SG&A Expenses of our Consolidated Reportable Segments

~~General.~~For information regarding the changes in our (i) programming and other direct costs of services, (ii) other operating expenses and (iii) SG&A expenses, see Discussion and Analysis of our Consolidated Operating Results below.

Adjusted OIBDA of our Consolidated Reportable Segments

General. Adjusted OIBDA is the primary measure used by our chief operating decision maker to evaluate segment operating performance. For the definition of this performance measure and for a reconciliation of Adjusted OIBDA from continuing operations to loss from continuing operations before income taxes, see note 16 to our condensed consolidated financial statements.



	Three months ended September 30,						Increase (decrease)					Organic increase (decrease)
	2018			2017			$			%		$			%
				pro forma
	in millions, except percentages

U.K./Ireland	$	742.1		$	708.2		$	33.9		4.8		$	37.4		5.3
Belgium	383.4			356.4			27.0			7.6		30.6			8.6
Switzerland	191.0			214.1			(23.1		)	(10.8	)	(19.2		)	(9.0	)
Central and Eastern Europe	69.6			70.6			(1.0		)	(1.4	)	0.5			0.5
Central and Corporate	(88.7		)	(104.0		)	15.3			14.7		9.3			8.5
Intersegment eliminations	(3.3		)	(4.8		)	1.5			N.M.		1.5			N.M.
Total	$	1,294.1		$	1,240.5		$	53.6		4.3		$	60.1		4.8



	Nine months ended September 30,						Increase (decrease)					Organic increase (decrease)
	2018			2017			$			%		$			%
				pro forma
	in millions, except percentages

U.K./Ireland	$	2,268.3		$	2,052.1		$	216.2		10.5		$	88.7		4.3
Belgium	1,124.7			969.6			155.1			16.0		67.5			6.9
Switzerland	566.5			630.2			(63.7		)	(10.1	)	(70.4		)	(11.2	)
Central and Eastern Europe	209.4			193.7			15.7			8.1		1.1			0.7
Central and Corporate	(283.3		)	(307.5		)	24.2			7.9		31.7			10.1
Intersegment eliminations	(9.9		)	(9.2		)	(0.7		)	N.M.		(0.7		)	N.M.
Total	$	3,875.7		$	3,528.9		$	346.8		9.8		$	117.9		3.3

_______________

N.M. — Not Meaningful.

Adjusted OIBDA Margin

The following table sets forth the Adjusted OIBDA margins (Adjusted OIBDA divided by revenue) of each of our consolidated reportable segments:



	Three months ended September 30,				Nine months ended September 30,
	2018		2017		2018		2017
			pro forma				pro forma

U.K./Ireland	44.5	%	44.0	%	43.8	%	43.9	%
Belgium	51.3	%	47.0	%	49.8	%	46.1	%
Switzerland	59.1	%	60.9	%	56.6	%	61.7	%
Central and Eastern Europe	46.8	%	47.1	%	45.3	%	45.4	%

In addition to organic changes in the revenue, operating and SG&A expenses of our consolidated reportable segments, the Adjusted OIBDA margins presented above include the impact of acquisitions. For discussion of the factors contributing to the changes in the Adjusted OIBDA margins of our consolidated reportable segments, see the analysis of our revenue included in Discussion and Analysis of our Consolidated Reportable Segments above and the analysis of our expenses included in Discussion and Analysis of our Consolidated Operating Results below.

Discussion and Analysis of our Consolidated Operating Results

Revenue

Our revenue by major category is set forth below:



	Three months ended September 30,				Increase (decrease)					Organic increase (decrease)
	2018		2017		$			%		$			%
			pro forma
	in millions, except percentages
Residential revenue:
Residential cable revenue (a):
Subscription revenue (b):
Video	$	728.0	$	743.1	$	(15.1	)	(2.0	)	$	(7.2	)	(1.0	)
Broadband internet	784.3		769.4		14.9			1.9		21.5			2.8
Fixed-line telephony	391.7		411.3		(19.6		)	(4.8	)	(16.4		)	(4.0	)
Total subscription revenue	1,904.0		1,923.8		(19.8		)	(1.0	)	(2.1		)	(0.1	)
Non-subscription revenue	69.2		75.2		(6.0		)	(8.0	)	(4.2		)	(5.6	)
Total residential cable revenue	1,973.2		1,999.0		(25.8		)	(1.3	)	(6.3		)	(0.3	)
Residential mobile revenue (c):
Subscription revenue (b)	254.3		260.0		(5.7		)	(2.2	)	(0.8		)	(0.3	)
Non-subscription revenue	162.5		156.7		5.8			3.7		10.2			6.7
Total residential mobile revenue	416.8		416.7		0.1			—		9.4			2.3
Total residential revenue	2,390.0		2,415.7		(25.7		)	(1.1	)	3.1			0.1
B2B revenue (d):
Subscription revenue	112.0		98.5		13.5			13.7		14.8			15.0
Non-subscription revenue	379.8		350.6		29.2			8.3		14.7			4.0
Total B2B revenue	491.8		449.1		42.7			9.5		29.5			6.3
Other revenue (e)	76.3		55.4		20.9			37.7		15.4			25.0
Total	$	2,958.1	$	2,920.2	$	37.9		1.3		$	48.0		1.6



	Nine months ended September 30,				Increase			Organic increase (decrease)
	2018		2017		$		%	$			%
			pro forma
	in millions, except percentages
Residential revenue:
Residential cable revenue (a):
Subscription revenue (b):
Video	$	2,246.1	$	2,158.5	$	87.6	4.1	$	(46.8	)	(2.2	)
Broadband internet	2,442.2		2,209.3		232.9		10.5	91.2			4.1
Fixed-line telephony	1,221.4		1,206.0		15.4		1.3	(56.9		)	(4.7	)
Total subscription revenue	5,909.7		5,573.8		335.9		6.0	(12.5		)	(0.2	)
Non-subscription revenue	223.3		204.7		18.6		9.1	11.4			5.6
Total residential cable revenue	6,133.0		5,778.5		354.5		6.1	(1.1		)	—
Residential mobile revenue (c):
Subscription revenue (b)	747.7		729.9		17.8		2.4	(11.9		)	(1.7	)
Non-subscription revenue	517.2		424.2		93.0		21.9	72.6			17.5
Total residential mobile revenue	1,264.9		1,154.1		110.8		9.6	60.7			5.4
Total residential revenue	7,397.9		6,932.6		465.3		6.7	59.6			0.9
B2B revenue (d):
Subscription revenue	331.6		267.3		64.3		24.1	43.9			16.4
Non-subscription revenue	1,151.2		1,002.6		148.6		14.8	53.9			5.2
Total B2B revenue	1,482.8		1,269.9		212.9		16.8	97.8			7.6
Other revenue (e)	217.0		153.6		63.4		41.3	42.7			26.6
Total	$	9,097.7	$	8,356.1	$	741.6	8.9	$	200.1		2.4

_______________


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

(b)

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

(c)

Residential mobile subscription revenue includes amounts received from subscribers for ongoing services. Residential mobile non-subscription revenue includes, among other items, interconnect revenue and revenue from sales of mobile handsets and other devices. Residential mobile interconnect revenue was $64.0 million and $69.2 million during the three months ended September 30, 2018 and 2017, respectively, and $191.1 million and $187.4 million during the nine months ended September 30, 2018 and 2017, respectively.

(d)

B2B subscription revenue represents revenue from SOHO subscribers. SOHO subscribers pay a premium price to receive expanded service levels along with video, broadband internet, fixed-line telephony or mobile services that are the same or similar to the mass marketed products offered to our residential subscribers. A portion of the increases in our B2B subscription revenue is attributable to the conversion of certain residential subscribers to SOHO subscribers.B2B non-subscription revenue includes revenue from business broadband internet, video, fixed-line telephony, mobile and data services offered to medium to large enterprises and, on a wholesale basis, to other operators.

(e)

Total revenue. Our consolidated revenueincreased $37.9 million or 1.3% and $741.6 million or 8.9% during the three and nine months ended September 30, 2018, respectively, as compared to the corresponding periods in 2017. These increases include (i)increases of $17.3 millionand$53.0 million, respectively, attributable to the impact of acquisitions and (ii) decreases of $7.0 million and $20.5 million, respectively, attributable to the impact of dispositions.On an organic basis, our consolidated revenue increased $48.0 million or 1.6% and $200.1 million or 2.4% during the three and nine months ended September 30, 2018, respectively, as compared to the corresponding periods in 2017.

Residential revenue. The details of the pro formachangesin our consolidated residential revenue for the three and nine months ended September 30, 2018, as compared to the corresponding periods in 2017, are as follows:



	Three-month period			Nine-month period
	in millions
Increase (decrease) in residential cable subscription revenue due to change in:
Average number of RGUs	$	(9.6	)	$	(19.6	)
ARPU	7.5			7.1
Increase (decrease) in residential cable non-subscription revenue	(4.2		)	11.4
Total decrease in residential cable revenue	(6.3		)	(1.1		)
Decrease in residential mobile subscription revenue	(0.8		)	(11.9		)
Increase in residential mobile non-subscription revenue	10.2			72.6
Total organic increase in residential revenue	3.1			59.6
Net impact of acquisitions and disposals	(7.0		)	0.8
Impact of FX	(21.8		)	404.9
Total increase (decrease) in residential revenue	$	(25.7	)	$	465.3

On an organic basis, our consolidated residential cable subscription revenue decreased $2.1 million or 0.1% and $12.5 million or 0.2% during the three and nine months ended September 30, 2018, respectively, as compared to the corresponding periods in 2017. Thesedecreases are attributable to the net effect of (i) increases from broadband internet services of $21.5 million or 2.8% and $91.2 million or 4.1%, respectively, attributable to higher ARPU and increases in the average number of RGUs, (ii) decreases from fixed-line telephony services of $16.4 million or 4.0% and $56.9 million or 4.7%, respectively, attributable to lower ARPU, and (iii) decreases from video services of $7.2 million or 1.0% and $46.8 million or 2.2%, respectively, attributable to decreases in the average number of RGUs and, for the nine-month comparison, lower ARPU. For the three-month comparison, ARPU from video services increased.

On an organic basis, our consolidated residential cable non-subscription revenue increased (decreased) ($4.2 million) or (5.6%) and $11.4 million or 5.6% during the three and nine months ended September 30, 2018, respectively, as compared to the corresponding periods in 2017. These changes are attributable to the net effect of (i)a decrease for the three-month comparison and an increase for the nine-month comparison in Switzerland, (ii) decreases in Belgium and (iii) increases in the U.K.

On an organic basis, our consolidated residential mobile subscription revenue decreased $0.8 million or 0.3% and $11.9 million or 1.7% during the three and nine months ended September 30, 2018, respectively, as compared to the corresponding periods in 2017. These decreases are primarily due to declines in Belgium and, for the nine-month comparison, the U.K. that were only partially offset by increases in Switzerland and Ireland.

On an organic basis, our consolidated residential mobile non-subscription revenue increased $10.2 million or 6.7% and $72.6 million or 17.5% during the three and nine months ended September 30, 2018, respectively, as compared to the corresponding periods in 2017. These increases are primarily due to increases in revenue from low-margin sales of mobile handsets and other devices, as increases in the U.K. were only partially offset by decreases in Belgium.

B2B revenue. On an organic basis, our consolidated B2B subscription revenue increased $14.8 million or 15.0% and $43.9 million or 16.4% during the three and nine months ended September 30, 2018, respectively, as compared to the corresponding periods in 2017. These increases are primarily due to increases in SOHO revenue in the U.K. and Belgium.

On an organic basis, our consolidated B2B non-subscription revenue increased $14.7 million or 4.0% and $53.9 million or 5.2% during the three and nine months ended September 30, 2018, respectively, as compared to the corresponding periods in 2017. These increases are primarily due to increases in Belgium and, for the nine-month comparison, Switzerland.

Other revenue. On an organic basis, our consolidated other revenueincreased $15.4 million or 25.0% and $42.7 million or 26.6% during the three and nine months ended September 30, 2018, respectively, as compared to the corresponding periods in 2017. These increases are primarily due to(i) revenue of $13.3 million and $31.5 million, respectively, that was earned from the sale of customer premises equipment to the VodafoneZiggo JV, which began during the second quarter of 2018 and typically generate low margins, and (ii) for the nine-month comparison, increases in broadcasting revenue in Ireland.

For additional information concerning the changes in our residential, B2B and other revenue, see Discussion and Analysis of our Consolidated Reportable Segments above.

Programming and other direct costs of services

Programming and other direct costs of services include programming and copyright costs, interconnect and access costs, costs of mobile handsets and other devices and other direct costs related to our operations. Programming and copyright costs, which represent a significant portion 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) growth in the number of our enhanced video subscribers.

Three months ended September 30, Increase (decrease) Organic increase (decrease)
2017 2016 $ % $ %
in millions, except percentages
Liberty Global Group:
European Division:
U.K./Ireland $ 484.4
$ 466.8
$ 17.6
3.8
$ 12.2
2.6
Belgium 192.7
185.0
7.7
4.2
1.1
0.6
Germany 68.1
55.9
12.2
21.8
8.8
15.7
Switzerland/Austria 71.7
61.7
10.0
16.2
8.5
13.7
The Netherlands —
129.7
(129.7 ) (100.0 ) —
—
Total Western Europe 816.9
899.1
(82.2 ) (9.1 ) 30.6
4.0
Central and Eastern Europe 76.5
64.8
11.7
18.1
7.3
11.3
Central and other 0.8
(1.7 ) 2.5
147.1
1.1
47.8
Total European Division 894.2
962.2
(68.0 ) (7.1 ) 39.0
4.7
Corporate and other (0.1 ) 15.6
(15.7 ) (100.6 ) (0.1 ) (100.0 )
Intersegment eliminations —
(12.3 ) 12.3
N.M.
(0.6 ) N.M.
Total Liberty Global Group 894.1
965.5
(71.4 ) (7.4 ) 38.3
4.6
LiLAC Group:
LiLAC Division:
C&W 128.1
124.8
3.3
2.6
(0.4 ) (0.3 )
Chile 65.5
61.5
4.0
6.5
2.0
3.3
Puerto Rico 21.7
27.5
(5.8 ) (21.1 ) (5.8 ) (21.1 )
Total LiLAC Division 215.3
213.8
1.5
0.7
(4.2 ) (1.9 )
Intersegment eliminations (1.8 ) (0.6 ) (1.2 ) N.M.
(1.2 ) N.M.
Total LiLAC Group 213.5
213.2
0.3
0.1
(5.4 ) (2.5 )
Intergroup eliminations (1.2 ) —
(1.2 ) N.M.
—
N.M.
Total $ 1,106.4
$ 1,178.7
$ (72.3 ) (6.1 ) $ 32.9
3.1



	Three months ended September 30,				Increase (decrease)					Organic increase (decrease)
	2018		2017		$			%		$			%
			pro forma
	in millions, except percentages

U.K./Ireland	$	508.5	$	485.0	$	23.5		4.8		$	25.7		5.3
Belgium	167.5		192.7		(25.2		)	(13.1	)	(24.0		)	(12.4	)
Switzerland	56.3		55.3		1.0			1.8		2.3			4.2
Central and Eastern Europe	39.4		38.6		0.8			2.1		1.4			3.6
Central and Corporate	27.0		13.9		13.1			94.2		14.5			104.3
Intersegment eliminations	0.1		0.4		(0.3		)	N.M.		(0.3		)	N.M.
Total	$	798.8	$	785.9	$	12.9		1.6		$	19.6		2.5

Nine months ended
September 30, Increase (decrease) Organic increase (decrease)
2017 2016 $ % $ %
in millions, except percentages
Liberty Global Group:
European Division:
U.K./Ireland $ 1,370.3
$ 1,498.9
$ (128.6 ) (8.6 ) $ (25.9 ) (1.7 )
Belgium 548.5
540.8
7.7
1.4
(6.7 ) (1.2 )
Germany 186.4
168.1
18.3
10.9
18.6
11.1
Switzerland/Austria 187.4
185.3
2.1
1.1
2.1
1.1
The Netherlands —
385.2
(385.2 ) (100.0 ) —
—
Total Western Europe 2,292.6
2,778.3
(485.7 ) (17.5 ) (11.9 ) (0.5 )
Central and Eastern Europe 221.4
189.9
31.5
16.6
30.4
16.0
Central and other 2.0
(4.8 ) 6.8
141.7
4.1
56.9
Total European Division 2,516.0
2,963.4
(447.4 ) (15.1 ) 22.6
0.9
Corporate and other —
42.6
(42.6 ) (100.0 ) —
—
Intersegment eliminations —
(35.5 ) 35.5
N.M.
0.2
N.M.
Total Liberty Global Group 2,516.0
2,970.5
(454.5 ) (15.3 ) 22.8
0.9
LiLAC Group:
LiLAC Division:
C&W 397.1
184.6
212.5
115.1
5.8
1.5
Chile 190.1
176.4
13.7
7.8
6.5
3.7
Puerto Rico 76.3
86.1
(9.8 ) (11.4 ) (9.8 ) (11.4 )
Total LiLAC Division 663.5
447.1
216.4
48.4
2.5
0.4
Intersegment eliminations (3.6 ) (0.8 ) (2.8 ) N.M.
(2.8 ) N.M.
Total LiLAC Group 659.9
446.3
213.6
47.9
(0.3 ) (0.1 )
Intergroup eliminations (1.2 ) —
(1.2 ) N.M.
—
N.M.
Total $ 3,174.7
$ 3,416.8
$ (242.1 ) (7.1 ) $ 22.5
0.7



	Nine months ended September 30,					Increase (decrease)					Organic increase (decrease)
	2018			2017		$			%		$			%
				pro forma
	in millions, except percentages

U.K./Ireland	$	1,575.2		$	1,370.8	$	204.4		14.9		$	113.9		8.3
Belgium	516.2			548.5		(32.3		)	(5.9	)	(66.4		)	(12.1	)
Switzerland	188.4			140.5		47.9			34.1		45.8			32.6
Central and Eastern Europe	124.3			111.0		13.3			12.0		4.7			4.2
Central and Corporate	72.2			32.5		39.7			122.2		38.7			119.1
Intersegment eliminations	(0.1		)	0.7		(0.8		)	N.M.		(0.8		)	N.M.
Total	$	2,476.2		$	2,204.0	$	272.2		12.4		$	135.9		6.2

_______________

N.M. — Not Meaningful.

~~European Division~~. ~~The~~ ~~European Division~~’sOur programming and other direct costs of services ~~decreased~~increased $12.9 million or 1.6% and $272.2 million or 12.4% ~~$68.0 million~~or~~7.1%and $447.4 million or 15.1%~~ during the three and nine months ended September 30, ~~2017~~2018, respectively, as compared to the corresponding periods in ~~2016~~2017. These~~decreases~~ increases include(i) ~~decreases~~increases of ~~$128.8~~$6.0 million and ~~$382.8~~$12.3 million, respectively, attributable to the impact of ~~the VodafoneZiggo JV Transaction,~~acquisitions and (ii) ~~increases~~decreases of ~~$8.2~~$5.5 million and ~~$46.6 million, respectively, attributable to the BASE Acquisition and other less significant acquisitions and (iii) decreases of $5.7 million and $14.0~~$13.3 million, respectively, attributable to the impact of dispositions. On an organic basis, ~~the~~ ~~European Division~~’sour programming and other direct costs of servicesincreased~~$39.0~~ $19.6 million or ~~4.7%~~2.5% and ~~$22.6~~$135.9 million or ~~0.9%~~6.2% during the three and nine months ended September 30, 2018, ~~respectively.~~respectively, as compared to the corresponding periods in 2017. These increases include the following factors:

•

Increases in ~~programming~~mobile handset and ~~copyright~~other device costs of ~~$16.5~~$5.0 million or ~~3.6%~~6.3% and ~~$63.5~~$50.2 million or ~~4.6%~~24.1%, respectively, primarily due to ~~increases~~the net effect of (i) a higher average cost per handset sold in U.K./Ireland and (ii) lower mobile handset and other device sales volumes, primarily due to ~~a lesser extent, Hungary~~decreases in Belgium and ~~Belgium~~U.K./Ireland;

•

Increases in programming and ~~for the three-month comparison, Switzerland/Austria.~~copyright costs of $7.6 million or 1.9% and $49.3 million or 4.3%, respectively, primarily due to increases in Switzerland and U.K./Ireland. These increases are primarily due to net effect of (i) higher costs for certain premium and/or basic content, including, ~~higher costs for sports rights, primarily in U.K./Ireland and Switzerland/Austria,and (ii) growth in the number of enhanced video subscribers, primarily due to increases in Germany, Hungary, Romania, Poland and U.K./Ireland that were only partially offset by decreases in Belgium;~~

•

An increase (decrease) in interconnect and access costs of $3.7 million or 1.5% and ($39.2 million) or (5.2%), respectively. The higher costs for the three-month comparison are primarily due to higher fixed-line telephony volumes in Switzerland/Austria and the Czech Republic that were only partially offset by lower MVNO costs in Belgium. The lower costs for the nine-month comparison, ~~are primarily due to the net effect of (i)~~(a) a ~~$32.3~~$28.6 million ~~decrease~~increase in ~~U.K./Ireland~~costs associated with sports rights in Switzerland and (b) a telecommunications operator’s agreement during the second quarter of 2017 to compensate communications providers, including Virgin Media, for certain contractual breaches related to network charges, (ii) declines resulting from lower interconnect rates, primarily$10.2 million increase in ~~U.K./~~costs associated with broadcasting rights in Ireland and ~~Germany, (iii) higher MVNO~~(ii) lower costs ~~primarily in U.K./Ireland~~of $3.0 million and ~~Switzerland/Austria,(iv) lower mobile voice and data usage in U.K./Ireland and Belgium, (v) an increase of $6.8~~$2.4 million, ~~due to~~respectively, associated with the release of an accrual ~~during the second quarter of 2016 related to~~following the settlement of an operational contingency ~~in Belgium and (vi) slightly lower fixed-line telephony call volumes, as declines in U.K./Ireland and Germany were largely offset by an~~during the third quarter of 2018. The increase in the ~~Czech Republic; and~~

•

~~An increase (decrease)~~costs for sports rights in ~~mobile handset and other device costs of $13.7 million or 17.6% and~~Switzerland is ($8.8 million) or (3.5%), respectively. The higher costs for the three-month comparison are primarily due to (i) higher average cost per handset sold in U.K./Ireland and (ii) higher mobile handset sales volumes, as increases in Germany and Belgium were only partially offset by decreases in U.K./Ireland. The lower costs for the nine-month comparison are primarily due to the ~~net effect~~acquisition of ~~(a) lower mobile handset~~the rights to carry live sporting events in connection with the September 2017 launch of our Swiss sports channels. Approximately half of the annual programming costs and the operating and capital costs associated with the production of the related Swiss sports channels are recovered from the revenue earned from the distribution of these sports channels to other device sales volumes, as decreases in U.K./Ireland, Belgium and Switzerland/Austria were only partially offset by an increase in Germany, and (b) a higher average cost per handset sold in U.K./Ireland.cable operators;

Higher costs of sales of $15.2 million and $40.8 million, respectively, in Central and Corporate, primarily related to (i) customer premises equipment sold to the VodafoneZiggo JV and (ii) higher mobile handset and other device sales volumes attributable to Central and Corporate’s wholesale handset program;

~~LiLAC Division.~~ ~~The LiLAC Division’s programming and other direct costs~~Decreases of services increased $1.5 million or 0.7% and $216.4 million or 48.4% during the three and nine months ended September 30, 2017, respectively, as compared to the corresponding periods in 2016. These increases include increases of $4.4$3.4 million and ~~$210.4~~$10.2 million, respectively, ~~attributable to~~in the impact of the C&W Acquisition and the C&W Carve-out Acquisition. On an organic basis, the LiLAC Division’s programming and other direct costs of services increased (decreased) ($4.2 million) or (1.9%) and $2.5 million or 0.4%, respectively. These changes include the following factors:

~~Increases in programming and copyright costs of $0.2 million or 0.2% and $3.4 million or 1.4%, respectively, primarily~~U.K. associated with the ~~net effect~~fourth quarter 2017 modification of ~~(i) increased costs associated with premium content, as increases at C&W due to the carriage of live Premier League games were only partially offset by decreases in Puerto Rico and Chile, (ii) growth~~a software agreement that resulted in the ~~number~~acquisition of ~~enhanced video subscribers~~a perpetual license and (iii) a decrease of $4.1 million during the third quarter of 2017 due to service interruptions stemming from the impacts of Hurricanes Irma and Maria in Puerto Rico, where we do not incur programming and other content costs for customers that are not receiving video services. In August 2016, C&W began broadcasting live Premier League games in a number of its markets pursuant to a new multi-year agreement. The costrelated conversion of the ~~rights~~operating costs to ~~broadcast these games, a portion of which is excluded from the year-to-date organic increase in C&W’s programming~~capitalized costs; and ~~copyright costs for purposes of the nine-month comparison, represents a significant portion of C&W’s programming costs;~~

~~Decreases in other direct costs of $1.4 million and $2.1 million, respectively, primarily due to a favorable mix of lower cost managed services projects at C&W;~~

An increase (decrease) in interconnect and access costs of ~~$1.9~~($4.6 million) or (1.9%) and $1.8 million or ~~1.3% during the nine-month comparison,~~0.3%, respectively, primarily ~~in Chile,~~ due to the net effect of (i) lower MVNO costs, as decreases in Belgium of $12.6 million and $41.8 million, respectively, were only partially offset by increases in Switzerland, (ii) for the nine-month comparison, higher ~~MVNO~~costs of $23.8 million in U.K./Ireland resulting from the net impact of credits recorded during the second quarter of 2017 ($28.8 million) and the second quarter of 2018 ($5.0 million) in connection with a telecommunications operator’s agreement to compensate communications providers, including Virgin Media, for certain contractual breaches related to network charges and ~~(ii) net declines resulting from lower~~(iii) higher interconnect ~~rates~~ and ~~higher call volumes; and~~

~~Decreases in mobile handset~~roaming costs, ~~of $2.7 million and $0.8 million, respectively,~~ primarily due to increases in U.K./Ireland and, for the nine-month comparison, Switzerland. The lower MVNO costs in Belgium are primarily attributable to the impact of the migration of mobile ~~handset subsidy promotions at C&W, primarily in Panama and,~~subscribers from Telenet’s MVNO arrangement to ~~a lesser extent, Barbados, Jamaica and Cayman Islands.~~Telenet’s mobile network, which was completed during the first quarter of 2018. For additional information, see note 13 to our condensed consolidated financial statements.

Other operating expenses

~~Other Operating Expenses of our Reportable Segments~~

~~General.~~Other operating expenses include network operations, customer operations, customer care, share-based compensation and other costs related to our operations.

We do not include share-based compensation in the following discussion and analysis of the other operating expenses of our consolidated reportable segments as share-based compensation expense is not included in the performance measures of our consolidated reportable segments. Share-based compensation expense is discussed below.

Three months ended September 30, Increase (decrease) Organic increase (decrease)
2017 2016 $ % $ %
in millions, except percentages
Liberty Global Group:
European Division:
U.K./Ireland $ 219.6
$ 206.2
$ 13.4
6.5
$ 11.8
5.7
Belgium 104.6
96.0
8.6
9.0
1.1
1.1
Germany 94.6
86.7
7.9
9.1
3.0
3.5
Switzerland/Austria 57.9
54.1
3.8
7.0
1.6
2.9
The Netherlands —
89.1
(89.1 ) (100.0 ) —
—
Total Western Europe 476.7
532.1
(55.4 ) (10.4 ) 17.5
3.9
Central and Eastern Europe 48.2
48.8
(0.6 ) (1.2 ) (3.5 ) (7.2 )
Central and other 46.8
35.9
10.9
30.4
4.7
11.7
Total European Division 571.7
616.8
(45.1 ) (7.3 ) 18.7
3.5
Corporate and other 6.2
0.9
5.3
588.9
5.7
588.9
Intersegment eliminations —
(0.6 ) 0.6
N.M.
0.8
N.M.
Total Liberty Global Group 577.9
617.1
(39.2 ) (6.4 ) 25.2
4.7
LiLAC Group:
LiLAC Division:
C&W 114.5
108.4
6.1
5.6
5.2
4.7
Chile 40.4
37.1
3.3
8.9
2.2
5.9
Puerto Rico 15.1
15.1
—
—
—
—
Total LiLAC Division 170.0
160.6
9.4
5.9
7.4
4.5
Intersegment eliminations 0.2
—
0.2
N.M.
0.2
N.M.
Total LiLAC Group 170.2
160.6
9.6
6.0
7.6
4.4
Total other operating expenses excluding share-based compensation expense 748.1
777.7
(29.6 ) (3.8 ) $ 32.8
4.6
Share-based compensation expense 1.0
1.2
(0.2 ) (16.7 )
Total $ 749.1
$ 778.9
$ (29.8 ) (3.8 )



	Three months ended September 30,				Increase (decrease)					Organic increase (decrease)
	2018		2017		$			%		$			%
			pro forma
	in millions, except percentages

U.K./Ireland	$	216.8	$	212.1	$	4.7		2.2		$	5.8		2.7
Belgium	99.8		104.6		(4.8		)	(4.6	)	(8.2		)	(7.5	)
Switzerland	41.1		42.9		(1.8		)	(4.2	)	(1.0		)	(2.3	)
Central and Eastern Europe	20.2		21.4		(1.2		)	(5.6	)	(1.0		)	(4.7	)
Central and Corporate	50.2		54.2		(4.0		)	(7.4	)	(4.5		)	(8.1	)
Intersegment eliminations	3.2		9.5		(6.3		)	N.M.		(6.3		)	N.M.
Total other operating expenses excluding share-based compensation expense	431.3		444.7		(13.4		)	(3.0	)	$	(15.2	)	(3.4	)
Share-based compensation expense	1.2		1.0		0.2			20.0
Total	$	432.5	$	445.7	$	(13.2	)	(3.0	)

Nine months ended
September 30, Increase (decrease) Organic increase (decrease)
2017 2016 $ % $ %
in millions, except percentages
Liberty Global Group:
European Division:
U.K./Ireland $ 637.8
$ 652.7
$ (14.9 ) (2.3 ) $ 35.2
5.4
Belgium 288.4
274.7
13.7
5.0
0.9
0.3
Germany 270.7
265.4
5.3
2.0
5.8
2.2
Switzerland/Austria 170.6
174.1
(3.5 ) (2.0 ) (4.6 ) (2.6 )
The Netherlands —
266.8
(266.8 ) (100.0 ) —
—
Total Western Europe 1,367.5
1,633.7
(266.2 ) (16.3 ) 37.3
2.7
Central and Eastern Europe 144.0
149.6
(5.6 ) (3.7 ) (6.3 ) (4.2 )
Central and other 116.6
104.9
11.7
11.2
(3.2 ) (2.7 )
Total European Division 1,628.1
1,888.2
(260.1 ) (13.8 ) 27.8
1.7
Corporate and other 12.1
3.6
8.5
236.1
9.7
374.1
Intersegment eliminations 0.9
0.1
0.8
N.M.
—
N.M.
Total Liberty Global Group 1,641.1
1,891.9
(250.8 ) (13.3 ) 37.5
2.3
LiLAC Group:
LiLAC Division:
C&W 329.9
163.8
166.1
101.4
4.1
1.3
Chile 115.3
103.3
12.0
11.6
7.7
7.5
Puerto Rico 45.4
45.4
—
—
—
—
Total LiLAC Division 490.6
312.5
178.1
57.0
11.8
2.5
Intersegment eliminations 0.1
—
0.1
N.M.
0.1
N.M.
Total LiLAC Group 490.7
312.5
178.2
57.0
11.9
2.5
Total SG&A expenses excluding share-based compensation expense 2,131.8
2,204.4
(72.6 ) (3.3 ) $ 49.4
2.3
Share-based compensation expense 3.3
3.3
—
—

Total $ 2,135.1
$ 2,207.7
$ (72.6 ) (3.3 )



	Nine months ended September 30,				Increase (decrease)					Organic increase (decrease)
	2018		2017		$			%		$			%
			pro forma
	in millions, except percentages

U.K./Ireland	$	676.7	$	614.5	$	62.2		10.1		$	23.4		3.8
Belgium	311.3		288.4		22.9			7.9		(8.5		)	(2.8	)
Switzerland	122.3		126.2		(3.9		)	(3.1	)	(5.6		)	(4.4	)
Central and Eastern Europe	66.7		63.4		3.3			5.2		(1.7		)	(2.7	)
Central and Corporate	145.8		145.1		0.7			0.5		(9.2		)	(6.3	)
Intersegment eliminations	6.7		11.4		(4.7		)	N.M.		(4.7		)	N.M.
Total other operating expenses excluding share-based compensation expense	1,329.5		1,249.0		80.5			6.4		$	(6.3	)	(0.5	)
Share-based compensation expense	2.2		2.9		(0.7		)	(24.1	)
Total	$	1,331.7	$	1,251.9	$	79.8		6.4

_______________

N.M. — Not Meaningful.

~~European Division~~. ~~The European Division’s~~Our other operating expenses (exclusive of share-based compensation expense) ~~decreased $45.1~~increased (decreased) ($13.4 million) or (3.0%) and $80.5 million or ~~7.3% and $260.1 million or 13.8%~~6.4% during the three and nine months ended September 30, ~~2017,~~2018, respectively, as compared to the corresponding periods in ~~2016~~2017. These ~~decreases~~changes include ~~(i) decreases~~increases of ~~$84.0~~$4.3 million and ~~$252.3~~$10.1 million, respectively, attributable to the impact of ~~the VodafoneZiggo JV Transaction and (ii) increases of $3.9 million and $20.1 million, respectively, attributable to the impact of the BASE Acquisition and other less significant~~ acquisitions. On an organic basis, ~~the European Division’s~~our other operating expenses ~~increased $18.7~~decreased $15.2 million or ~~3.5%~~3.4% and ~~$27.8~~$6.3 million or ~~1.7%, respectively.~~0.5% during the three and nine months ended September 30, 2018, respectively, as compared to the corresponding periods in 2017. These ~~increases~~decreases include the following factors:

•

~~Decreases~~Increases in personnel costs of $6.8 million or 4.1% and $39.1 million or 7.2%, respectively, due primarily to the net effect of (i) lower staffing levels, as decreases in Germany, the European Division’s central operations and U.K./Ireland were only partially offset by increases in Belgium, (ii) decreased costsnetwork infrastructure charges in U.K./Ireland ~~resulting from higher capitalized labor costs associated with (a)~~of $4.7 million and $17.7 million, respectively, following an increase in the ~~network extension project and (b) increased installations~~rateable value of ~~new customer premises equipment, (iii) annual wage increases and (iv)~~existing assets. For additional information, including our estimate of the full year 2018 impact of this rate increase, see “Other Regulatory Issues” ~~lower incentive compensation costs, primarily~~ in ~~U.K./Ireland;~~note 15 to our condensed consolidated financial statements;

Decreases in business service costs of $4.3 million or 7.9% and $9.2 million or 6.1%, respectively, primarily due to (i) decreased vehicle expenses due to the impact of the conversion of certain operating leases on company vehicles to capital leases in Belgium and U.K./Ireland and (ii) lower consulting costs, primarily in U.K./Ireland;

Decreases in customer service costs of $6.5 million or 9.1% and $6.0 million or 3.0%, respectively, primarily due to lower call center costs in U.K./Ireland and Switzerland;

•

~~Increases~~Decreases in ~~network-related expenses~~core network and information technology-related costs of ~~$11.8~~$1.9 million or ~~5.9%~~2.1% and ~~$26.9~~$3.4 million or ~~4.6%~~1.3%, ~~respectively.~~ ~~These increases are~~respectively, primarily due to the net effect of (i) increases ~~of $10.2 million and $23.4 million, respectively,~~ in ~~U.K./Ireland related to network infrastructure charges following an April 1, 2017 increase in the rateable value of existing assets,(ii) higher network maintenance~~outsourced data center costs,primarily in ~~the European Division’s central operations~~Central and Corporate, (ii) decreases in information technology-related expenses, primarily in Belgium, (iii) for the nine-month comparison, ~~Belgium, (iii) lower duct and pole rental fees~~decreases in network maintenance expenses, primarily in Belgium, and (iv) ~~for the nine-month comparison,~~ a ~~$5.9~~$2.2 million ~~increase~~decrease during each period in U.K./Ireland associated with the ~~impact of the settlement~~reassessment of an ~~operational contingency~~accrual during the ~~first~~third quarter of 2016 and (v) lower outsourced labor costs primarily associated with customer-facing activities in Germany. For additional information regarding the increased network infrastructure charges in U.K./Ireland, see note 14 to our condensed consolidated financial statements;


•	~~Increases in outsourced labor and professional fees of $8.0 million or 12.2% and $26.7 million or 13.4%, respectively,primarily due to higher third-party call center costs in U.K./Ireland and Germany, largely driven by increased call volumes; and~~


•	~~Increases in information technology-related expenses of $1.2 million or 4.3% and $7.5 million or 9.2%, respectively,primarily due to higher software and other information technology-related maintenance costs in U.K./Ireland, Germany and, for the nine-month comparison, the European Division’s central operations.~~2018;

~~LiLAC Division.~~ ~~The LiLAC Division’s other operating expenses (exclusive~~Increases in outsourced labor costs of ~~share-based compensation expense) increased $9.4~~$5.7 million or ~~5.9%~~18.3% and ~~$178.1~~$2.8 million or ~~57.0% during the three and nine months ended September 30, 2017,~~3.3%, respectively, ~~as compared to the corresponding periods in 2016. These increases include increases of $1.4 million and $164.0 million, respectively,~~ primarily associated with customer-facing activities. This increase is largely attributable to the ~~impact~~July 1, 2018 formation of ~~the C&W Acquisition~~a non-consolidated joint venture in Belgium, as further described below; and ~~the C&W Carve-out Acquisition. On an organic basis, the LiLAC Division’s other operating expenses increased $7.4~~

An increase (decrease) in personnel costs of ($3.0 million) or (2.3%) and $1.1 million or ~~4.5% and $11.8 million or 2.5%, respectively. These increases include the following factors:~~

~~Increases in network-related expenses of $6.4 million or 13.3% and $6.8 million or 6.6%~~0.3%, respectively, primarily due to the net effect of (i) a higher ~~maintenance costs at VTR~~average cost per employee, as increases in U.K./Ireland were only partially offset by decreases in Central and ~~C&W, including approximately $1.5 million at C&W due to~~Corporate, and (ii) lower staffing levels, as decreases in U.K./Ireland and Belgium were only partially offset by increases in Central and Corporate. A portion of the ~~impact of Hurricanes Irma and Maria;~~

~~Increases~~lower staffing levels in bad debt and collection expenses of $3.8 million or 18.9% and $4.6 million or 10.8%, respectively, due primarily to increases at VTR and C&W. The increases at C&W include an increase of approximately $4.2 million during the third quarter of 2017 that isBelgium are attributable to the ~~impacts~~transfer of ~~Hurricanes Irma~~certain employees to a newly-formed joint venture that provides network maintenance and ~~Maria;~~customer-facing services to Telenet. Effective with the July 1, 2018 formation of this non-consolidated joint venture, the costs associated with these services are included within our core network and outsourced labor operating expense categories.

~~An increase in outsourced labor and professional fees of $2.3 million or 7.6%, for the nine-month comparison, primarily due to outsourcing of call center services in Chile beginning in July 2016.~~

SG&A expenses

~~SG&A Expenses of our Reportable Segments~~

~~General.~~SG&A expenses include human resources, information technology, general services, management, finance, legal, ~~external~~ sales and marketing, ~~costs,~~ share-based compensation and other general expenses.

We do not include share-based compensation in the following discussion and analysis of the SG&A expenses of our consolidated reportable segments as share-based compensation expense is not included in the performance measures of our consolidated reportable segments. Share-based compensation expense is discussed below.

Three months ended September 30, Increase (decrease) Organic increase (decrease)
2017 2016 $ % $ %
in millions, except percentages
Liberty Global Group:
European Division:
U.K./Ireland $ 191.9
$ 212.4
$ (20.5 ) (9.7 ) $ (23.5 ) (10.9 )
Belgium 105.1
101.3
3.8
3.8
(2.3 ) (2.3 )
Germany 96.4
88.8
7.6
8.6
3.0
3.4
Switzerland/Austria 54.1
50.1
4.0
8.0
2.2
4.4
The Netherlands —
87.5
(87.5 ) (100.0 ) —
—
Total Western Europe 447.5
540.1
(92.6 ) (17.1 ) (20.6 ) (4.5 )
Central and Eastern Europe 44.3
40.5
3.8
9.4
1.5
3.7
Central and other 33.8
41.2
(7.4 ) (18.0 ) (8.5 ) (20.5 )
Total European Division 525.6
621.8
(96.2 ) (15.5 ) (27.6 ) (5.1 )
Corporate and other 45.4
48.6
(3.2 ) (6.6 ) (1.8 ) (3.9 )
Intersegment eliminations (0.2 ) 0.1
(0.3 ) N.M.
(0.2 ) N.M.
Total Liberty Global Group 570.8
670.5
(99.7 ) (14.9 ) (29.6 ) (5.1 )
LiLAC Group:
LiLAC Division:
C&W 112.4
120.8
(8.4 ) (7.0 ) (10.1 ) (8.2 )
Chile 38.3
35.8
2.5
7.0
1.4
3.9
Puerto Rico 12.2
6.1
6.1
100.0
6.1
100.0
Total LiLAC Division 162.9
162.7
0.2
0.1
(2.6 ) (1.6 )
Corporate and other 2.1
2.9
(0.8 ) (27.6 ) (0.8 ) (27.6 )
Intersegment eliminations —
0.1
(0.1 ) N.M.
(0.1 ) N.M.
Total LiLAC Group 165.0
165.7
(0.7 ) (0.4 ) (3.5 ) (1.9 )
Total SG&A expenses excluding share-based compensation expense 735.8
836.2
(100.4 ) (12.0 ) $ (33.1 ) (4.4 )
Share-based compensation expense 25.5
61.6
(36.1 ) (58.6 )
Total $ 761.3
$ 897.8
$ (136.5 ) (15.2 )



	Three months ended September 30,						Increase (decrease)					Organic increase (decrease)
	2018			2017			$			%		$			%
				pro forma
	in millions, except percentages

U.K./Ireland	$	200.3		$	204.6		$	(4.3	)	(2.1	)	$	(3.6	)	(1.8	)
Belgium	96.1			105.0			(8.9		)	(8.5	)	(12.4		)	(11.3	)
Switzerland	34.9			39.4			(4.5		)	(11.4	)	(4.1		)	(10.3	)
Central and Eastern Europe	19.4			19.3			0.1			0.5		0.6			3.1
Central and Corporate	83.4			88.9			(5.5		)	(6.2	)	(4.9		)	(5.5	)
Intersegment eliminations	(0.2		)	(8.1		)	7.9			N.M.		7.9			N.M.
Total SG&A expenses excluding share-based compensation expense	433.9			449.1			(15.2		)	(3.4	)	$	(16.5	)	(3.6	)
Share-based compensation expense	41.6			20.5			21.1			102.9
Total	$	475.5		$	469.6		$	5.9		1.3

Nine months ended
September 30, Increase (decrease) Organic increase (decrease)
2017 2016 $ % $ %
in millions, except percentages
Liberty Global Group:
European Division:
U.K./Ireland $ 600.0
$ 627.9
$ (27.9 ) (4.4 ) $ 13.2
2.1
Belgium 297.2
303.2
(6.0 ) (2.0 ) (23.9 ) (7.4 )
Germany 291.3
278.8
12.5
4.5
14.1
5.1
Switzerland/Austria 162.5
165.2
(2.7 ) (1.6 ) (2.5 ) (1.5 )
The Netherlands —
270.9
(270.9 ) (100.0 ) —
—
Total Western Europe 1,351.0
1,646.0
(295.0 ) (17.9 ) 0.9
0.1
Central and Eastern Europe 129.6
129.2
0.4
0.3
(0.1 ) (0.1 )
Central and other 116.3
138.4
(22.1 ) (16.0 ) (20.3 ) (14.7 )
Total European Division 1,596.9
1,913.6
(316.7 ) (16.5 ) (19.5 ) (1.2 )
Corporate and other 134.6
164.2
(29.6 ) (18.0 ) (23.3 ) (14.5 )
Intersegment eliminations (1.1 ) —
(1.1 ) N.M.
(0.2 ) N.M.
Total Liberty Global Group 1,730.4
2,077.8
(347.4 ) (16.7 ) (43.0 ) (2.3 )
LiLAC Group:
LiLAC Division:
C&W 349.1
190.2
158.9
83.5
(20.1 ) (5.4 )
Chile 115.3
107.2
8.1
7.6
3.8
3.5
Puerto Rico 37.2
31.2
6.0
19.2
6.0
19.2
Total LiLAC Division 501.6
328.6
173.0
52.6
(10.3 ) (2.0 )
Corporate and other 6.4
5.8
0.6
10.3
0.6
10.3
Intersegment eliminations —
0.1
(0.1 ) N.M.
(0.1 ) N.M.
Total LiLAC Group 508.0
334.5
173.5
51.9
(9.8 ) (1.9 )
Total SG&A expenses excluding share-based compensation expense 2,238.4
2,412.3
(173.9 ) (7.2 ) $ (52.8 ) (2.2 )
Share-based compensation expense 118.6
203.1
(84.5 ) (41.6 )
Total $ 2,357.0
$ 2,615.4
$ (258.4 ) (9.9 )



	Nine months ended September 30,					Increase (decrease)					Organic increase (decrease)
	2018		2017			$			%		$			%
			pro forma
	in millions, except percentages

U.K./Ireland	$	660.6	$	638.8		$	21.8		3.4		$	(17.8	)	(2.8	)
Belgium	308.1		297.0			11.1			3.7		(19.0		)	(6.2	)
Switzerland	123.2		123.8			(0.6		)	(0.5	)	(2.7		)	(2.2	)
Central and Eastern Europe	61.6		58.1			3.5			6.0		(0.8		)	(1.4	)
Central and Corporate	262.7		267.7			(5.0		)	(1.9	)	(18.4		)	(6.9	)
Intersegment eliminations	0.1		(11.2		)	11.3			N.M.		11.3			N.M.
Total SG&A expenses excluding share-based compensation expense	1,416.3		1,374.2			42.1			3.1		$	(47.4	)	(3.4	)
Share-based compensation expense	128.8		98.9			29.9			30.2
Total	$	1,545.1	$	1,473.1		$	72.0		4.9

_______________

N.M. — Not Meaningful.

Supplemental SG&A expense information:

Three months ended September 30, Increase (decrease) Organic increase (decrease)
2017 2016 $ % $ %
in millions, except percentages
Liberty Global Group:
General and administrative (a) $ 396.9
$ 460.9
$ (64.0 ) (13.9 ) $ (17.5 ) (4.3 )
External sales and marketing 173.9
209.6
(35.7 ) (17.0 ) (12.1 ) (6.7 )
570.8
670.5
(99.7 ) (14.9 ) (29.6 ) (5.1 )
LiLAC Group:
General and administrative (a) 138.4
137.7
0.7
0.5
(0.8 ) (0.6 )
External sales and marketing 26.6
28.0
(1.4 ) (5.0 ) (2.7 ) (8.2 )
165.0
165.7
(0.7 ) (0.4 ) (3.5 ) (1.9 )
Total:
General and administrative (a) 535.3
598.6
(63.3 ) (10.6 ) (18.3 ) (3.4 )
External sales and marketing 200.5
237.6
(37.1 ) (15.6 ) (14.8 ) (6.8 )
Total $ 735.8
$ 836.2
$ (100.4 ) (12.0 ) $ (33.1 ) (4.4 )



	Three months ended September 30,				Decrease					Organic increase (decrease)
	2018		2017		$			%		$			%
			pro forma
	in millions, except percentages

General and administrative (a)	$	355.9	$	356.9	$	(1.0	)	(0.3	)	$	3.0		0.8
External sales and marketing	78.0		92.2		(14.2		)	(15.4	)	(19.5		)	(20.5	)
Total	$	433.9	$	449.1	$	(15.2	)	(3.4	)	$	(16.5	)	(3.6	)


	Nine months ended September 30,				Increase (decrease)					Organic increase (decrease)					Nine months ended September 30,				Increase (decrease)					Organic decrease
	2017		2016		$			%		$			%		2018		2017		$			%		$			%
	in millions, except percentages																pro forma
Liberty Global Group:
General and administrative (a)	$	1,188.6	$	1,445.1	$	(256.5	)	(17.7	)	$	(48.4	)	(3.8	)
External sales and marketing	541.8		632.7		(90.9		)	(14.4	)	5.4			1.0
	1,730.4		2,077.8		(347.4		)	(16.7	)	(43.0		)	(2.3	)	in millions, except percentages
LiLAC Group:
General and administrative (a)	418.6		267.4		151.2			56.5		(6.7		)	(1.5	)
External sales and marketing	89.4		67.1		22.3			33.2		(3.1		)	(3.5	)
	508.0		334.5		173.5			51.9		(9.8		)	(1.9	)
Total:
General and administrative (a)	1,607.2		1,712.5		(105.3		)	(6.1	)	(55.1		)	(3.2	)	$	1,135.2	$	1,075.1	$	60.1		5.6		$	(2.3	)	(0.2	)
External sales and marketing	631.2		699.8		(68.6		)	(9.8	)	2.3			0.3		281.1		299.1		(18.0		)	(6.0	)	(45.1		)	(14.8	)
Total	$	2,238.4	$	2,412.3	$	(173.9	)	(7.2	)	$	(52.8	)	(2.2	)	$	1,416.3	$	1,374.2	$	42.1		3.1		$	(47.4	)	(3.4	)

_______________


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

~~European Division~~. ~~The~~ ~~European Division~~’sOur SG&A expenses (exclusive of share-based compensation expense) ~~decreased$96.2~~increased (decreased) ($15.2 million) or (3.4%) and $42.1 million or ~~15.5% and $316.7 million or 16.5%~~3.1% during the three and nine months ended September 30, ~~2017,~~2018, respectively, as compared to the corresponding periods in ~~2016.~~2017. These ~~decreases~~changes include ~~(i) decreases~~increases of ~~$87.6~~$4.8 million and ~~$270.9~~$9.3 million, respectively, attributable to the impact of ~~the VodafoneZiggo JV Transaction and (ii) increases of $5.0 million and $29.8 million, respectively, attributable to the impact of the BASE Acquisition and other less significant~~ acquisitions. On an organic basis, ~~the European Division’s~~our SG&A expenses decreased ~~$27.6~~$16.5 million or ~~5.1%~~3.6% and ~~$19.5~~$47.4 million or ~~1.2%, respectively.~~3.4% during the three and nine months ended September 30, 2018, respectively, as compared to the corresponding periods in 2017. These decreases include the following factors:

Decreases in ~~personnel~~external sales and marketing costs of ~~$10.3~~$19.5 million or ~~4.7%~~20.5% and ~~$15.4~~$45.1 million or ~~2.2%~~14.8%, respectively, due in part to the net effect of (i) decreased staffing levels, as decreases in the European Division’s central operations and Belgium were only partially offset by increases in Germany, Switzerland/Austria and, for the nine-month comparison, U.K./Ireland, (ii) annual wage increases and (iii) a decrease for the three-month comparison and an increase for the nine-month comparison in incentive compensation costs. The decrease in incentive compensation costs for the three-month comparison is primarily due to ~~decreases~~lower costs associated with advertising campaigns in U.K./Ireland ~~the European Division’s central operations~~ and Germany that were only partially offset by an increase in Switzerland/Austria. The increase in incentive compensation costs for the nine-month comparison is primarily due to increases in the European Division’s central operations, Belgium and Switzerland/Austria that were only partially offset by a decrease in U.K./Ireland;Belgium;

•

Decreases in ~~outsourced labor and professional fees~~personnel costs of ~~$8.1~~$6.1 million or ~~18.2%~~3.2% and ~~$15.0~~$31.7 million or ~~11.6%~~5.3%, respectively, primarily due to the net effect of (i) a lower average cost per employee, primarily due to decreases in Belgium and Switzerland that were only partially offset by increases in U.K./Ireland, (ii) lower incentive compensation costs, primarily in Central and Corporate, (iii) decreases in temporary personnel costs,primarily in Central and Corporate and U.K./Ireland, and (iv) higher staffing levels, as increases in Switzerland and Belgium were only partially offset by decreases in U.K./Ireland. The lower incentive compensation costs include decreases of$9.3 million and $28.7 million,respectively, primarily in Central and Corporate, attributable to the expected settlement of a portion of our 2018 annual incentive compensation with Liberty Global ordinary shares through a shareholding incentive program that was implemented in 2018. For additional information, see note 12 to our condensed consolidated financial statements;

Increases in core network and information technology-related costs of $3.7 million or 7.7% and $17.7 million or 13.8%, respectively, primarily due to increases in information technology-related expenses in U.K./Ireland and Central and Corporate; and

•

Decreases in business service and certain other costs of $10.9 million or 20.4% and $14.6 million or 9.7%,respectively, primarily due to the net effect of(i) ~~decreases in~~lower consulting costs, primarily due to decreases in Belgium, Central and Corporate and U.K./Ireland, ~~and,~~(ii) for the nine-month comparison, an increase of $6.4 million due to the ~~European Division’s central operations, and (ii) increases in call center costs, primarily~~reassessment of an accrual in U.K./~~Ireland. The~~Irelandduring the second quarter of 2018 and (iii) decreases in ~~consulting costs~~travel and entertainment expenses in ~~Belgium include the impact of costs incurred during the 2016 periods associated with the integration of BASE with our operations in Belgium;~~Central and Corporate.

An increase (decrease) in external sales and marketing costs of ($7.0 million) or (4.0%) and $9.3 million or 1.7%, respectively, primarily due to (i) higher third-party sales commissions, primarily in U.K./Ireland and Germany, and (ii) for the three-month comparison, lower costs associated with advertising campaigns in U.K./Ireland.

~~LiLAC Division.~~ The LiLAC Division’s SG&A expenses (exclusive of share-based compensation expense) increased $0.2 million or 0.1% and $173.0 million or 52.6% during the three and nine months ended September 30, 2017, respectively, as compared to the corresponding periods in 2016. These increases include increases of $2.1 million and $181.8 million, respectively, attributable to the impact of the C&W Acquisition and the C&W Carve-out Acquisition. ~~On an organic basis, the LiLAC Division’s SG&A expenses decreased $2.6 million or 1.6% and $10.3 million or 2.0%, respectively. These decreases include the following factors:~~

Decreases in outsourced labor and professional fees of $1.0 million or 4.1% and $6.6 million or 16.8%, respectively, primarily due to the net effect of (i) a decrease in integration and other consulting costs at C&W and (ii) an increase of $5.1 million during each period resulting from the reversal at Liberty Puerto Rico during the third quarter of 2016 of a previously-recorded provision and related indemnification asset relating to the resolution of certain legal claims that were associated with a company that Liberty Puerto Rico acquired in 2012;

Decreases in marketing and advertising expenses of $6.2 million or 19.0% and $5.8 million or 8.7%, respectively, primarily due to marketing costs incurred by C&W in connection with the Summer Olympic Games during the 2016 periods;

~~Increases in facilities related expenses of $3.0 million or 13.5% and $3.0 million or 7.6%, respectively, primarily due to higher utilities and rent expenses at C&W;~~

Increases in information technology-related expenses of $1.9 million or 28.1% and $2.7 million or 19.7%, respectively, primarily due to higher software and other information technology-related maintenance costs;

Increases in personnel costs of $0.4 million or 0.7% and $0.6 million or 0.4%, respectively, primarily due to the net effect of (i) decreases of $4.0 million and $6.2 million, respectively, associated with higher net credits from C&W’s pension and other benefit plans, due primarily to higher expected returns on plan assets, (ii) higher incentive compensation costs at C&W, (iii) annual wage increases at Liberty Puerto Rico and (iv) higher staffing levels at VTR; and

~~Net decreases resulting from individually insignificant changes in other SG&A expense categories.~~

~~Adjusted OIBDA of our Reportable Segments~~

~~General.~~ Adjusted OIBDA is the primary measure used by our chief operating decision maker to evaluate segment operating performance. For the definition of this performance measure and for a reconciliation of total Adjusted OIBDA of our consolidated reportable segments to our loss before income taxes, see note 15 to our condensed consolidated financial statements.

Three months ended September 30, Increase (decrease) Organic increase (decrease)
2017 2016 $ % $ %
in millions, except percentages
Liberty Global Group:
European Division:
U.K./Ireland $ 721.2
$ 696.0
$ 25.2
3.6
$ 25.2
3.6
Belgium 356.7
311.1
45.6
14.7
20.0
6.3
Germany 444.6
408.0
36.6
9.0
14.4
3.5
Switzerland/Austria 272.3
273.4
(1.1 ) (0.4 ) (7.5 ) (2.7 )
The Netherlands —
375.5
(375.5 ) (100.0 ) —
—
Total Western Europe 1,794.8
2,064.0
(269.2 ) (13.0 ) 52.1
3.1
Central and Eastern Europe 137.6
120.4
17.2
14.3
8.2
6.8
Central and other (46.0 ) (77.0 ) 31.0
40.3
1.3
1.2
Total European Division 1,886.4
2,107.4
(221.0 ) (10.5 ) 61.6
3.5
Corporate and other (50.7 ) (47.4 ) (3.3 ) (7.0 ) (3.8 ) (8.0 )
Total Liberty Global Group 1,835.7
2,060.0
(224.3 ) (10.9 ) 57.8
3.4
LiLAC Group:
LiLAC Division:
C&W 223.9
214.5
9.4
4.4
11.1
5.2
Chile 98.0
86.9
11.1
12.8
8.2
9.4
Puerto Rico 39.6
56.1
(16.5 ) (29.4 ) (16.5 ) (29.4 )
Total LiLAC Division 361.5
357.5
4.0
1.1
2.8
0.8
Corporate and other (2.1 ) (2.9 ) 0.8
27.6
0.8
27.6
Total LiLAC Group 359.4
354.6
4.8
1.4
3.6
1.1
Total $ 2,195.1
$ 2,414.6
$ (219.5 ) (9.1 ) $ 61.4
3.0

Nine months ended
September 30, Increase (decrease) Organic increase (decrease)
2017 2016 $ % $ %
in millions, except percentages
Liberty Global Group:
European Division:
U.K./Ireland $ 2,079.5
$ 2,206.1
$ (126.6 ) (5.7 ) $ 54.8
2.5
Belgium 972.4
892.2
80.2
9.0
59.8
6.5
Germany 1,240.2
1,187.7
52.5
4.4
55.0
4.6
Switzerland/Austria 794.3
795.1
(0.8 ) (0.1 ) (1.3 ) (0.2 )
The Netherlands —
1,107.5
(1,107.5 ) (100.0 ) —
—
Total Western Europe 5,086.4
6,188.6
(1,102.2 ) (17.8 ) 168.3
3.3
Central and Eastern Europe 371.5
345.9
25.6
7.4
20.9
6.0
Central and other (139.2 ) (243.7 ) 104.5
42.9
18.2
3.5
Total European Division 5,318.7
6,290.8
(972.1 ) (15.5 ) 207.4
3.9
Corporate and other (145.0 ) (162.6 ) 17.6
10.8
13.5
8.1
Total Liberty Global Group 5,173.7
6,128.2
(954.5 ) (15.6 ) 220.9
4.2
LiLAC Group:
LiLAC Division:
C&W 661.1
315.5
345.6
109.5
17.6
2.8
Chile 281.9
245.0
36.9
15.1
25.9
10.6
Puerto Rico 144.7
152.9
(8.2 ) (5.4 ) (8.2 ) (5.4 )
Total LiLAC Division 1,087.7
713.4
374.3
52.5
35.3
3.4
Corporate and other (6.4 ) (5.8 ) (0.6 ) (10.3 ) (0.6 ) (10.3 )
Total LiLAC Group 1,081.3
707.6
373.7
52.8
34.7
3.4
Total $ 6,255.0
$ 6,835.8
$ (580.8 ) (8.5 ) $ 255.6
4.2

~~Adjusted OIBDA Margin~~

~~The following table sets forth the Adjusted OIBDA margins (Adjusted OIBDA divided by revenue) of each of our consolidated reportable segments:~~

Three months ended September 30, Nine months ended
September 30,
2017 2016 2017 2016
%
Liberty Global Group:
European Division:
U.K./Ireland 44.6 44.0 44.4 44.2
Belgium 47.0 44.9 46.2 44.4
Germany 63.2 63.8 62.4 62.5
Switzerland/Austria 59.7 62.2 60.4 60.2
The Netherlands — 55.1 — 54.5
Total Western Europe 50.8 51.1 50.4 50.5
Central and Eastern Europe 44.9 43.9 42.9 42.5
Total European Division 48.6 48.9 48.1 48.2
LiLAC Group:
LiLAC Division:
C&W 38.7 37.7 38.1 36.9
Chile 40.5 39.3 40.1 38.8
Puerto Rico 44.7 53.5 47.7 48.4
Total LiLAC Division 39.7 40.0 39.6 39.6

In addition to organic changes in the revenue, operating and SG&A expenses of our consolidated reportable segments as discussed above, the Adjusted OIBDA margins presented above include the impact of (i) acquisitions and (ii) the VodafoneZiggo JV Transaction. In this regard, the Adjusted OIBDA margins of the European Division for both 2017 periods were adversely impacted by the contribution of our operations in the Netherlands to the VodafoneZiggo JV. In addition, the Adjusted OIBDA margins of Puerto Rico and, to a lesser extent, C&W and the LiLAC Division for the 2017 periods were adversely impacted by the impacts of Hurricanes Irma and Maria, as more fully described in ~~Overview~~ ~~above.~~

~~Discussion and Analysis of our Consolidated Operating Results~~

~~General~~

~~For more detailed explanations of the changes in our revenue and operating (including direct costs of services and other operating costs) and SG&A expenses, see~~ ~~Discussion and Analysis of our Reportable Segments~~ ~~above.~~

~~Revenue~~

~~Our revenue by major category is set forth below:~~

Three months ended September 30, Increase (decrease) Organic increase (decrease)
2017 2016 $ % $ %
in millions, except percentages
Residential revenue:
Residential cable revenue (a):
Subscription revenue (b):
Video $ 1,308.1
$ 1,598.8
$ (290.7 ) (18.2 ) $ (31.4 ) (2.4 )
Broadband internet 1,211.8
1,287.3
(75.5 ) (5.9 ) 65.3
5.8
Fixed-line telephony 626.3
738.4
(112.1 ) (15.2 ) (18.4 ) (2.9 )
Total subscription revenue 3,146.2
3,624.5
(478.3 ) (13.2 ) 15.5
0.5
Non-subscription revenue 155.6
160.4
(4.8 ) (3.0 ) 0.4
0.3
Total residential cable revenue 3,301.8
3,784.9
(483.1 ) (12.8 ) 15.9
0.5
Residential mobile revenue (c):
Subscription revenue (b) 451.6
477.0
(25.4 ) (5.3 ) (16.5 ) (3.6 )
Non-subscription revenue 189.8
169.5
20.3
12.0
18.5
11.0
Total residential mobile revenue 641.4
646.5
(5.1 ) (0.8 ) 2.0
0.3
Total residential revenue 3,943.2
4,431.4
(488.2 ) (11.0 ) 17.9
0.5
B2B revenue (d):
Subscription revenue 144.3
131.5
12.8
9.7
34.3
33.0
Non-subscription revenue 639.1
621.9
17.2
2.8
44.1
7.5
Total B2B revenue 783.4
753.4
30.0
4.0
78.4
11.1
Other revenue (e) 58.8
22.4
36.4
162.5
(2.3 ) (3.7 )
Total $ 4,785.4
$ 5,207.2
$ (421.8 ) (8.1 ) $ 94.0
2.1

Nine months ended
September 30, Increase (decrease) Organic increase (decrease)
2017 2016 $ % $ %
in millions, except percentages
Residential revenue:
Residential cable revenue (a):
Subscription revenue (b):
Video $ 3,803.2
$ 4,723.5
$ (920.3 ) (19.5 ) $ (40.2 ) (1.0 )
Broadband internet 3,482.7
3,844.0
(361.3 ) (9.4 ) 204.3
6.0
Fixed-line telephony 1,831.2
2,239.1
(407.9 ) (18.2 ) (34.9 ) (1.8 )
Total subscription revenue 9,117.1
10,806.6
(1,689.5 ) (15.6 ) 129.2
1.4
Non-subscription revenue 459.8
462.3
(2.5 ) (0.5 ) 10.0
2.2
Total residential cable revenue 9,576.9
11,268.9
(1,692.0 ) (15.0 ) 139.2
1.4
Residential mobile revenue (c):
Subscription revenue (b) 1,296.6
1,148.3
148.3
12.9
(55.4 ) (4.0 )
Non-subscription revenue 517.3
487.5
29.8
6.1
2.6
0.5
Total residential mobile revenue 1,813.9
1,635.8
178.1
10.9
(52.8 ) (2.7 )
Total residential revenue 11,390.8
12,904.7
(1,513.9 ) (11.7 ) 86.4
0.7
B2B revenue (d):
Subscription revenue 391.8
361.4
30.4
8.4
100.9
34.2
Non-subscription revenue 1,854.6
1,536.6
318.0
20.7
92.8
5.1
Total B2B revenue 2,246.4
1,898.0
348.4
18.4
193.7
9.1
Other revenue (e) 162.7
66.6
96.1
144.3
(5.4 ) (3.2 )
Total $ 13,799.9
$ 14,869.3
$ (1,069.4 ) (7.2 ) $ 274.7
2.0

~~_______________~~


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

~~(b)~~

~~(c)~~

Residential mobile subscription revenue includes amounts received from subscribers for ongoing services. Residential mobile non-subscription revenue includes, among other items, interconnect revenue and revenue from sales of mobile handsets and other devices. Residential mobile interconnect revenue was $88.8 million~~and $78.4 million during the three months ended September 30, 2017 and 2016, respectively, and$246.0 million and $232.6 millionduring the nine months ended September 30, 2017 and 2016, respectively.~~

~~(d)~~

B2B subscription revenue represents revenue from SOHO subscribers. SOHO subscribers pay a premium price to receive expanded service levels along with video, broadband internet, fixed-line telephony or mobile services that are the same or similar to the mass marketed products offered to our residential subscribers.A portion of the increases in our B2B subscription revenue is attributable to the conversion of certain residential subscribers to SOHO subscribers. B2B non-subscription revenue includes revenue from business broadband internet, video, fixed-line telephony, mobile and data services offered to medium to large enterprises and, on a wholesale basis, to other operators.


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

~~Total revenue.~~ Our consolidated revenue decreased $421.8 million and $1,069.4 million during the three and nine months ended September 30, 2017, respectively, as compared to the corresponding periods in 2016. These decreases include (i) increases of $34.8 million and $1,016.5 million, respectively, attributable to the impact of acquisitions, (ii) decreases of $649.6 million and $1,939.1million, respectively, attributable to the net impact of the VodafoneZiggo JV Transaction and (iii) decreases of $9.1 million and $24.7 million, respectively, attributable to the impact of dispositions. On an organic basis, our consolidated revenue increased $94.0 million or 2.1% and $274.7 million or 2.0%, respectively.

~~Residential revenue.~~ ~~The details of the changes in our consolidated residential revenue for the~~ ~~three and nine months ended September 30, 2017, respectively, as compared to the corresponding periods in~~ ~~2016, are as follows:~~

Three-month period Nine-month period
in millions
Organic increase (decrease) in residential cable subscription revenue due to change in:
Average number of RGUs $ 33.1
$ 110.5
ARPU 1.2
35.5
Organic increase in residential cable non-subscription revenue 2.4
14.0
Impact of hurricanes on residential cable revenue (a) (20.8 ) (20.8 )
Total organic increase in residential cable revenue 15.9
139.2
Organic decrease in residential mobile subscription revenue (16.2 ) (55.1 )
Organic increase in residential mobile non-subscription revenue 18.5
2.6
Impact of hurricanes on residential mobile revenue (a) (0.3 ) (0.3 )
Total organic increase in residential revenue 17.9
86.4
Impact of acquisitions 15.6
569.8
Impact of the VodafoneZiggo JV Transaction and disposals (616.5 ) (1,841.7 )
Impact of FX 94.8
(328.4 )
Total decrease in residential revenue $ (488.2 ) $ (1,513.9 )

~~_______________~~


~~(a)~~	~~For information regarding the impacts of Hurricanes Irma and Maria on the revenue of Liberty Puerto Rico and certain of C&W’s subsidiaries, see~~ ~~Overview~~ ~~and~~ ~~Discussion and Analysis of our Reportable Segments - Revenue of our Reportable Segments~~ ~~above.~~

On an organic basis, our consolidated residential cable subscription revenue increased $15.5 million or 0.5% and $129.2 million or 1.4% during the three and nine months ended September 30, 2017, respectively, as compared to the corresponding periods in 2016. These increases are attributable to the net effect of (i)increases from broadband internet services of $65.3 million or 5.8% and $204.3 million or 6.0%, respectively, attributable to higher ARPU from broadband internet services and increases in the average number of broadband internet RGUs, (ii) decreasesfrom fixed-line telephony services of $18.4 million or 2.9% and $34.9 million or 1.8%, respectively, attributable to the net effect of (a) lower ARPU from fixed-line telephony services and (b) increases in the average number of fixed-line telephony RGUs, and (iii) decreases~~from video services of $31.4 million~~or 2.4% and $40.2 million or 1.0%, respectively, attributable to the net effect of (1) declines in the average number of video RGUs and (2) lower ARPU for the three-month comparison and higher ARPU for the nine-month comparison from video services.

~~On an organic basis, our consolidated residential cable non-subscription revenue~~increased $0.4 million or 0.3% and $10.0 million or 2.2% during the three and nine months ended September 30, 2017, respectively, as compared to the corresponding periods in 2016. These changes are largely attributable to the net effect of (i) for the nine-month comparison, (a) an increase of $6.5 million in Switzerland due to the release of unclaimed customer credits and (b) an increase of $5.8 million due to adjustments recorded during the 2017 period to reflect the expected recovery of certain prior-period VAT payments in Belgium, (ii) increases in installation revenue, primarily due to increases in the U.K. and Germany, (iii) decreases in fixed-line telephony interconnect revenue, primarily due to decreases in Germany, at C&W, and in Chile and the U.K., (iv) decreases in advertising revenue, primarily due to decreases in Chile and the U.K., (v) decreases in channel carriage fee revenue in Germany and (vi) decreases in equipment sales, primarily due to decreases in Switzerland and Belgium.

On an organic basis, our consolidated residential mobile subscription revenue decreased $16.5 million or 3.6% and $55.4 million or 4.0% during the three and nine months ended September 30, 2017, respectively, as compared to the corresponding

~~periods in 2016. These decreases are primarily due the net effect of (i) declines in the U.K., Belgium and at C&W and (ii) increases in Switzerland and Chile.~~

~~On an organic basis, our consolidated residential mobile non-subscription revenue in~~creased $18.5 million or 11.0% and $2.6 million or 0.5% during the three and nine months ended September 30, 2017, respectively, as compared to the corresponding periods in 2016. These increases are primarily due to increases in Germany, Ireland, at C&W and in Austria that, for the nine-month comparison, were only partially offset by decreases in Belgium, the U.K. and Switzerland.

~~B2B revenue.~~ On an organic basis, our consolidated B2B subscription revenue increased $34.3 million or 33.0% and $100.9 million or 34.2% during the three and nine months ended September 30, 2017, respectively, as compared to the corresponding periods in 2016. These increases are primarily due to increases in SOHO revenue in Belgium, the U.K., Germany and Chile.

On an organic basis, our consolidated B2B non-subscription revenue increased $44.1 million or 7.5% and $92.8 million or 5.1% during the three and nine months ended September 30, 2017, respectively, as compared to the corresponding periods in 2016. These increases are primarily due to increases in Belgium, at C&W, in the Czech Republic, Switzerland and Germany. The increases at C&W include $0.9 million and $5.8 million, respectively, of organic impacts associated with wholesale revenue recognized on a cash basis during the second and third quarters of 2017 related to services provided to a significant customer in prior quarters.

~~For additional information concerning the changes in our residential,~~ ~~B2B~~ ~~and other revenue, see~~ ~~Discussion and Analysis of our Reportable Segments~~ ~~above. For information regarding the competitive environment in certain of our markets, see~~ ~~Overview~~ ~~and~~ ~~Discussion and Analysis of our Reportable Segments~~ ~~above.~~

~~Supplemental revenue information~~

~~Our revenue by major category for the~~ ~~Liberty Global Group~~ ~~is set forth below:~~

Three months ended September 30, Increase (decrease) Organic increase (decrease)
2017 2016 $ % $ %
in millions, except percentages
Liberty Global Group:
Residential revenue:
Residential cable revenue:
Subscription revenue:
Video $ 1,141.9
$ 1,430.1
$ (288.2 ) (20.2 ) $ (26.6 ) (2.4 )
Broadband internet 1,037.4
1,119.5
(82.1 ) (7.3 ) 61.0
6.4
Fixed-line telephony 559.2
666.4
(107.2 ) (16.1 ) (12.7 ) (2.3 )
Total subscription revenue 2,738.5
3,216.0
(477.5 ) (14.8 ) 21.7
0.8
Non-subscription revenue 127.8
126.7
1.1
0.9
6.6
5.7
Total residential cable revenue 2,866.3
3,342.7
(476.4 ) (14.3 ) 28.3
1.0
Residential mobile revenue:
Subscription revenue 274.4
294.5
(20.1 ) (6.8 ) (11.2 ) (4.0 )
Non-subscription revenue (a) 167.3
147.1
20.2
13.7
17.1
11.7
Total residential mobile revenue 441.7
441.6
0.1
—
5.9
1.4
Total residential revenue 3,308.0
3,784.3
(476.3 ) (12.6 ) 34.2
1.1
B2B revenue:
Subscription revenue 133.4
123.7
9.7
7.8
31.2
32.4
Non-subscription revenue 380.0
385.0
(5.0 ) (1.3 ) 28.0
8.2
Total B2B revenue 513.4
508.7
4.7
0.9
59.2
13.1
Other revenue 57.1
20.1
37.0
184.1
(1.7 ) (2.8 )
Total $ 3,878.5
$ 4,313.1
$ (434.6 ) (10.1 ) $ 91.7
2.5

Nine months ended
September 30, Increase (decrease) Organic increase (decrease)
2017 2016 $ % $ %
in millions, except percentages
Liberty Global Group:
Residential revenue:
Residential cable revenue:
Subscription revenue:
Video $ 3,292.0
$ 4,289.7
$ (997.7 ) (23.3 ) $ (45.5 ) (1.3 )
Broadband internet 2,958.1
3,429.2
(471.1 ) (13.7 ) 180.7
6.2
Fixed-line telephony 1,621.7
2,073.8
(452.1 ) (21.8 ) (28.3 ) (1.6 )
Total subscription revenue 7,871.8
9,792.7
(1,920.9 ) (19.6 ) 106.9
1.3
Non-subscription revenue 368.1
387.7
(19.6 ) (5.1 ) 24.7
7.0
Total residential cable revenue 8,239.9
10,180.4
(1,940.5 ) (19.1 ) 131.6
1.6
Residential mobile revenue:
Subscription revenue 772.8
862.6
(89.8 ) (10.4 ) (50.8 ) (5.9 )
Non-subscription revenue (a) 448.1
451.0
(2.9 ) (0.6 ) (0.3 ) (0.1 )
Total residential mobile revenue 1,220.9
1,313.6
(92.7 ) (7.1 ) (51.1 ) (3.9 )
Total residential revenue 9,460.8
11,494.0
(2,033.2 ) (17.7 ) 80.5
0.8
B2B revenue:
Subscription revenue 361.2
339.1
22.1
6.5
92.1
33.8
Non-subscription revenue 1,080.7
1,175.6
(94.9 ) (8.1 ) 66.2
6.2
Total B2B revenue 1,441.9
1,514.7
(72.8 ) (4.8 ) 158.3
11.7
Other revenue 158.5
59.7
98.8
165.5
(0.6 ) (0.4 )
Total $ 11,061.2
$ 13,068.4
$ (2,007.2 ) (15.4 ) $ 238.2
2.1

~~_______________~~


~~(a)~~	Residential mobile non-subscription revenue includes mobile interconnect revenue of $75.3 million and $70.7 million during the three months ended September 30, 2017 and 2016, respectively, and $206.3 million and $211.4 million~~during the nine months ended September 30, 2017 and 2016, respectively.~~

~~Our revenue by major category for the LiLAC Group is set forth below:~~

Three months ended September 30, Increase (decrease) Organic increase (decrease)
2017 2016 $ % $ %
in millions, except percentages
LiLAC Group:
Residential revenue:
Residential cable revenue:
Subscription revenue:
Video $ 166.2
$ 168.7
$ (2.5 ) (1.5 ) $ (4.8 ) (2.8 )
Broadband internet 174.4
167.8
6.6
3.9
4.3
2.6
Fixed-line telephony 67.1
72.0
(4.9 ) (6.8 ) (5.7 ) (7.9 )
Total subscription revenue 407.7
408.5
(0.8 ) (0.2 ) (6.2 ) (1.5 )
Non-subscription revenue 27.8
33.7
(5.9 ) (17.5 ) (6.2 ) (18.4 )
Total residential cable revenue 435.5
442.2
(6.7 ) (1.5 ) (12.4 ) (2.8 )
Residential mobile revenue:
Subscription revenue 177.2
182.5
(5.3 ) (2.9 ) (5.3 ) (2.9 )
Non-subscription revenue (a) 23.7
22.4
1.3
5.8
1.4
6.3
Total residential mobile revenue 200.9
204.9
(4.0 ) (2.0 ) (3.9 ) (1.9 )
Total residential revenue 636.4
647.1
(10.7 ) (1.7 ) (16.3 ) (2.5 )
B2B revenue:
Subscription revenue 10.9
7.8
3.1
39.7
3.1
39.7
Non-subscription revenue 259.1
236.9
22.2
9.4
16.1
6.6
Total B2B revenue 270.0
244.7
25.3
10.3
19.2
7.5
Other revenue 1.7
2.3
(0.6 ) (26.1 ) (0.6 ) (26.1 )
Total $ 908.1
$ 894.1
$ 14.0
1.6
$ 2.3
0.3

Nine months ended
September 30, Increase (decrease) Organic increase (decrease)
2017 2016 $ % $ %
in millions, except percentages
LiLAC Group:
Residential revenue:
Residential cable revenue:
Subscription revenue:
Video $ 511.2
$ 433.8
$ 77.4
17.8
$ 5.3
1.1
Broadband internet 524.6
414.8
109.8
26.5
23.6
4.8
Fixed-line telephony 209.5
165.3
44.2
26.7
(6.6 ) (3.1 )
Total subscription revenue 1,245.3
1,013.9
231.4
22.8
22.3
1.9
Non-subscription revenue 91.7
74.6
17.1
22.9
(14.7 ) (13.8 )
Total residential cable revenue 1,337.0
1,088.5
248.5
22.8
7.6
0.6
Residential mobile revenue:
Subscription revenue 523.8
285.7
238.1
83.3
(4.6 ) (0.9 )
Non-subscription revenue (a) 70.4
36.5
33.9
92.9
2.9
4.3
Total residential mobile revenue 594.2
322.2
272.0
84.4
(1.7 ) (0.3 )
Total residential revenue 1,931.2
1,410.7
520.5
36.9
5.9
0.3
B2B revenue:
Subscription revenue 30.6
22.3
8.3
37.2
8.8
39.5
Non-subscription revenue 773.9
361.0
412.9
114.4
26.6
3.5
Total B2B revenue 804.5
383.3
421.2
109.9
35.4
4.6
Other revenue 4.2
6.9
(2.7 ) (39.1 ) (4.8 ) (53.0 )
Total $ 2,739.9
$ 1,800.9
$ 939.0
52.1
$ 36.5
1.4

~~_______________~~


~~(a)~~	Residential mobile non-subscription revenue includes mobile interconnect revenue of $13.5 million and $7.7 million during the three months ended September 30, 2017 and 2016, respectively, and $39.7 million and $21.2 million during the nine months ended September 30, 2017 and 2016, respectively.

~~Programming and other direct costs of services~~

~~Our programming and other direct costs of services decreased $72.3 million and $242.1 millionduring the three and nine months ended September 30, 2017, respectively, as compared to the corresponding periods in 2016.Thesedecreasesinclude(i)~~increases of $12.6 million and $257.0 million, respectively, attributable to the impact of the C&W Acquisition, the BASE Acquisition and other less significant acquisitions, (ii) decreases of $131.3 million and $390.0 million, respectively, attributable to the impact of the VodafoneZiggo JV Transaction and (iii) decreases of $5.7 million and $14.0 million, respectively, attributable to the impact of dispositions. On an organic basis,~~our programming and other direct costs of servicesincreased $32.9 million or 3.1% and $22.5 million or 0.7%during the three and nine months ended September 30, 2017, respectively, as compared to the corresponding periods in 2016.These increases~~are primarily attributable to the net effect of (a) increases in programming and copyright costs, (b) an increase for the three-month comparison and a decrease for the nine-month comparison in interconnect and access costs and (c) an increase for the three-month comparison and a decrease for the nine-month comparison in mobile handset and other device costs. For additional information regarding the changes in our programming and other direct costs of services, see ~~Discussion and Analysis of our Reportable Segments — Programming and Other Direct Costs of Services of our Reportable Segments~~ ~~above.~~

~~Other operating expenses~~

~~Our other operating expenses decreased $29.8 million and $72.6 millionduring the three and nine months ended September 30, 2017, respectively, as compared to the corresponding periods in 2016.These decreasesinclude(i) increases of $4.6 million~~

and $184.1 million, respectively, attributable to the C&W Acquisition, the BASE Acquisition and other less significant acquisitions and (ii) decreases of $84.0 million and $252.4 million, respectively, attributable to the impact of the VodafoneZiggo JV Transaction. ~~Our other operating expenses include share-based compensation, which is discussed separately under~~ ~~Share-based compensation expense~~ ~~below. Excludingshare-based compensation expense, on an organic basisour other operating expensesincreased $32.8 million or 4.6% and $49.4 million or 2.3%~~during the three and nine months ended September 30, 2017, respectively, as compared to the corresponding periods in 2016. These increases are primarily attributable to the net effect of (a) decreases in personnel costs, (b) increases in network-related expenses, (c) increases in outsourced labor and professional fees and (d) increases in information technology-related expenses. For additional information regarding the changes in our other operating expenses, see ~~Discussion and Analysis of our Reportable Segments — Other Operating Expenses of our Reportable Segments~~ ~~above.~~

~~SG&A expenses~~

~~Our SG&A expensesdecreased $136.5 million and $258.4 millionduring the three and nine months ended September 30, 2017, respectively, as compared to the corresponding periods in 2016. These~~decreases include (i) increases of $7.2 million and $211.6 million, respectively, attributable to the impact of the C&W Acquisition, the BASE Acquisition and other less significant acquisitions and (ii) decreases of $89.5 million and $274.7 million, respectively, attributable to the impact of the VodafoneZiggo JV Transaction.~~Our SG&A expenses include share-based compensation expense, which is discussed separately under~~ ~~Share-based compensation expense~~ ~~below.Excluding share-based compensation expense, on an organic basis our SG&A expenses decreased $33.1 million or 4.4% and $52.8 million or 2.2%during the three and nine months ended September 30, 2017, respectively, as compared to the corresponding periods in 2016. Thesedecreasesare primarily attributable to the net effect of (a)~~decreases in outsourced labor and professional fees, (b) a decrease for the three-month comparison and an increase for the nine-month comparison in external sales and marketing costs and (c) decreases in personnel costs. Certain of these changes include (1) aggregate decreases in integration-related costs in Belgium of $2.4 million and $9.0 million, respectively, and (2) aggregate decreases in costs related to the integration of C&W of $3.7 million and $6.5 million, respectively, most of which were incurred by C&W.~~For additional information regarding the changes in our SG&A expenses, see~~ ~~Discussion and Analysis of our Reportable Segments — SG&A Expenses of our Reportable Segments~~ ~~above~~.

Share-based compensation expense (included in other operating and SG&A expenses)



	Three months ended September 30,					Nine months ended September 30,
	2018		2017			2018		2017
	in millions
Liberty Global:
Performance-based incentive awards (a)	$	9.3	$	(6.1	)	$	26.0	$	13.7
Non-performance based share-based incentive awards	18.3		22.4			64.6		68.7
Other (b)	8.9		—			29.4		—
Total Liberty Global	36.5		16.3			120.0		82.4
Other	6.3		5.2			11.0		19.4
Total	$	42.8	$	21.5		$	131.0	$	101.8
Included in:
Other operating expense	$	1.2	$	1.0		$	2.2	$	2.9
SG&A expense	41.6		20.5			128.8		98.9
Total	$	42.8	$	21.5		$	131.0	$	101.8

_______________

(a)

Includes share-based compensation expense related to (i) PSUs ~~(ii) for the 2016 periods, the Challenge Performance Awards~~ and ~~(iii)~~(ii) through March 31, 2017, PGUs held by our Chief Executive Officer. ~~The Challenge Performance Awards include PSARs and PSUs. The decreases are due~~In addition, the amount for the three months ended September 30, 2017 includes a reduction to reflect a ~~significant number of performance awards becoming fully vested during 2016 and changes during the first and third quarters of 2017~~change in the expected achievement level for one of our performance-based incentive plans.

(b)

Represents annual incentive compensation and defined contribution plan liabilities that have been or are expected to be settled with Liberty Global ordinary shares. In the case of the annual incentive compensation, shares will be issued to senior management and key employees pursuant to a shareholding incentive program that was implemented in 2018. The shareholding incentive program allows these employees to elect to receive up to 100% of their annual incentive compensation in ordinary shares of Liberty Global in lieu of cash.

For additional information regarding our share-based compensation expense, see note 1112 to our condensed consolidated financial statements.

Depreciation and amortization expense

~~The details of our~~Our depreciation and amortization expense ~~are as follows:~~

Three months ended September 30, Increase (decrease)
2017 2016 $ %
in millions

Liberty Global Group $ 1,216.5
$ 1,216.2
$ 0.3
—
LiLAC Group 199.7
200.7
(1.0 ) (0.5 )
Total $ 1,416.2
$ 1,416.9
$ (0.7 ) —

Nine months ended
September 30, Increase (decrease)
2017 2016 $ %
in millions

Liberty Global Group $ 3,523.3
$ 4,026.3
$ (503.0 ) (12.5 )
LiLAC Group 586.5
379.1
207.4
54.7
Total $ 4,109.8
$ 4,405.4
$ (295.6 ) (6.7 )

was $935.3 million and $2,952.8 million for the three and nine months ended September 30, 2018, respectively, and $953.7 million and $2,743.4 million for the three and nine months ended September 30, 2017, respectively. Excluding the effects of FX, depreciation and amortization expense ~~decreased $32.5~~increased (decreased) ($9.7 million) or (1.0%) and $38.3 million or ~~2.3% and $148.9 million or 3.4%~~ 1.4%during the three and nine months ended September 30, ~~2017,~~2018, respectively, as compared to the corresponding periods in ~~2016.~~2017. These~~decreases~~ changes are primarily due to the net effect of(i) increases 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 and (ii) ~~decreases associated with the VodafoneZiggo JV Transaction, (iii)~~ decreases associated with certain assets becoming fully depreciated, primarily in U.K./Ireland ~~the European Division’s central operations, Belgium~~ and, to a lesser extent, ~~Germany, Switzerland/Austria~~Central and ~~Chile,~~Corporate, Belgium, and~~(iv) increases associated with acquisitions, primarily as a result of the C&W Acquisition and BASE Acquisition.~~ Switzerland.

Impairment, restructuring and other operating items, net

~~The details of our~~We recognized impairment, restructuring and other operating items, net, ~~are as follows:~~of $107.4 million

Three months ended September 30, Nine months ended
September 30,
2017 2016 2017 2016
in millions

Liberty Global Group $ 61.7
$ 25.0
$ 97.7
$ 113.4
LiLAC Group 354.9
7.2
378.7
133.5
Total $ 416.6
$ 32.2
$ 476.4
$ 246.9
and $199.0 million during the three and nine months ended September 30, 2018, respectively, and $54.6 million and $61.0 millionduring the three and nine months ended September 30, 2017, respectively.

The ~~totals~~amounts for the ~~2017~~2018 periods ~~primarily~~ include (i) ~~impairment charges~~a provision for litigation of ~~$342.6~~$83.1 million ~~recorded during the third quarter~~ related to a VAT matter in the reduction of the carrying values of our goodwill, property and equipment and other indefinite-lived intangible assets associated with Liberty Puerto Rico and certain reporting units within C&W due to the impacts of Hurricanes Irma and Maria, (ii) restructuring chargesof $29.9 million and $82.0 million, respectively, including $23.6 million and $69.3 million, respectively, of employee severance and termination costs related to certain reorganization activities, primarily at C&W and in Germany, U.K.~~/Ireland and the European Division’s central operations and (iii) a $40 million legal settlement~~ recorded during the third quarter of 2017. For information regarding the impairment charges related to Hurricanes Irma and Maria, see note 7 to our condensed consolidated financial statements. For additional information regarding the impacts of Hurricanes Irma and Maria, see ~~Overview~~ ~~above.~~

The totals for the 2016 periods include (i) direct acquisition costs of $8.9 million and $142.3 million, respectively, largely related to the C&W Acquisition and, to a lesser extent, the BASE Acquisition and the VodafoneZiggo JV Transaction,2018 and (ii) restructuring charges of ~~$27.4~~$8.5 million and ~~$111.7~~$77.0 million, respectively, including ~~$26.8~~

(a) $39.2 million during the nine-month period related to Belgium’s migration of Telenet’s mobile subscribers from an MVNO arrangement to Telenet’s mobile network and (b) $5.3 million and ~~$105.5~~$27.5 million, respectively, of employee severance and termination costs related to certain reorganization activities, primarily in ~~Germany,~~ U.K./Ireland ~~the European Division’s central operations, Chile~~ and, for the nine-month period, ~~the Netherlands.~~

Central and Corporate.For additional information regarding the ~~C&W Acquisition and BASE Acquisition,~~VAT matter in the U.K., see note 315 to our condensed consolidated financial statements. For additional information regarding ~~the VodafoneZiggo JV Transaction,~~Telenet’s exit from its MVNO arrangement, see note 413 to our condensed consolidated financial statements.

~~For additional information regarding our restructuring charges, see note 12 to our condensed consolidated financial statements.~~

~~Based on~~The amounts for the ~~results of our most recent goodwill impairment tests, declines in the fair value of Liberty Puerto Rico and certain reporting units within C&W resulted in goodwill impairment charges~~2017 periods include (i) a $40 million legal settlement recorded during the third quarter of ~~2017. Additionally, if~~2017 and (ii) restructuring charges of $15.5 million and $35.6 million, respectively, including $11.7 million and $27.6 million, respectively, of employee severance and termination costs related to certain reorganization activities, primarily in U.K./Ireland and Central and Corporate.

If, among other factors, (i) ~~the~~our equity values ~~of the LiLAC Group~~ were to decline or (ii) the adverse impacts of economic, competitive, regulatory or other factors were to cause ~~Liberty Puerto Rico’s or C&W’s~~our results of operations or cash flows to be worse than anticipated, we could conclude in future periods that ~~additional~~ impairment charges are required in order to reduce the carrying values of ~~the~~our goodwill ~~cable television franchise rights~~ and, to a lesser extent, other long-lived assets of these entities. Additionally, as discussed in note 7 to our condensed consolidated financial statements, further impairment charges could be recorded with respect to Liberty Puerto Rico or certain reporting units within C&W as more information becomes available regarding the impacts of Hurricanes Irma and Maria.assets. Any such impairment charges could be significant.

For additional information regarding our restructuring charges, see note 13 to our condensed consolidated financial statements.

Interest expense

~~The details of our~~We recognized interest expense ~~are as follows:~~

Three months ended September 30, Increase (decrease)
2017 2016 $ %
in millions

Liberty Global Group $ 482.8
$ 569.3
$ (86.5 ) (15.2 )
LiLAC Group 99.3
95.3
4.0
4.2
Inter-group eliminations —
(0.2 ) 0.2
N.M.
Total $ 582.1
$ 664.4
$ (82.3 ) (12.4 )

Nine months ended
September 30, Increase (decrease)
2017 2016 $ %
in millions

Liberty Global Group $ 1,401.2
$ 1,715.3
$ (314.1 ) (18.3 )
LiLAC Group 289.8
225.8
64.0
28.3
Inter-group eliminations —
(0.3 ) 0.3
N.M.
Total $ 1,691.0
$ 1,940.8
$ (250.1 ) (12.9 )

~~_______________~~

~~N.M. — Not Meaningful.~~

~~Excluding~~of $363.6 million and $1,120.6 million during the ~~effects of FX, interest expense decreased $96.8~~three and nine months ended September 30, 2018, respectively, and $360.0 million ~~or 14.6%~~ and ~~$194.7~~$1,048.3 million ~~or 10.0%~~ during the three and nine months ended September 30, 2017, respectively.Excluding the effects of FX, interest expense increased $1.5 million or 0.4% and $6.3 million or 0.6% during the three and nine months ended September 30, 2018, respectively, as compared to the corresponding periods in ~~2016.~~2017. These ~~decreases~~increases are primarily attributable to ~~(i) lower~~slightly higher weighted average interest rates, ~~related to the completion of certain refinancing transactions that resulted in extended maturities and decreases to certain of our interest rates and (ii)~~partially offset by lower average outstanding debt balances ~~largely due~~resulting from the use of a portion of the proceeds from the sale of UPC Austria to ~~decreases related~~reduce the indebtedness of certain of our borrowing groups during the third quarter of 2018. For additional information regarding the sale of UPC Austria, see note 4 to ~~the VodafoneZiggo JV Transaction that were only partially offset by debt incurred in connection with the C&W Acquisition.~~our condensed consolidated financial statements. For additional information regarding our outstanding indebtedness, see note 89 to our condensed 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) our variable-rate indebtedness could increase in future periods. As further discussed in note 56 to our condensed consolidated financial statements and under Qualitative and Quantitative Disclosures about Market Risk below, we use derivative instruments to manage our interest rate risks.

Realized and unrealized gains (losses) on derivative instruments, net

Our realized and unrealized gains or losses on derivative instruments include (i) unrealized changes in the fair values of our derivative instruments that are 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 settlement of the derivative contracts. The details of our realized and unrealized gains (losses) on derivative instruments, net, are as follows:

Three months ended September 30, Nine months ended
September 30,
2017 2016 2017 2016
in millions

Cross-currency and interest rate derivative contracts:
Liberty Global Group $ (289.2 ) $ (300.1 ) $ (1,099.9 ) $ (235.7 )
LiLAC Group (70.5 ) (52.4 ) (107.8 ) (233.6 )
Total cross-currency and interest rate derivative contracts (a) (359.7 ) (352.5 ) (1,207.7 ) (469.3 )
Equity-related derivative instruments – Liberty Global Group:
ITV Collar 44.2
(46.8 ) 154.4
466.9
Sumitomo Collar (29.5 ) (38.8 ) (50.8 ) 96.2
Lionsgate Forward (7.3 ) (0.1 ) (9.3 ) 21.9
Other 1.2
0.7
(4.2 ) 1.6
Total equity-related derivative instruments (b) 8.6
(85.0 ) 90.1
586.6
Foreign currency forward contracts:
Liberty Global Group (6.4 ) 2.6
(25.0 ) 0.7
LiLAC Group (8.1 ) (1.4 ) (7.3 ) (10.3 )
Total foreign currency forward contracts (14.5 ) 1.2
(32.3 ) (9.6 )
Other – Liberty Global Group (0.3 ) (0.1 ) 0.4
(0.8 )

Total Liberty Global Group (287.3 ) (382.6 ) (1,034.4 ) 350.8
Total LiLAC Group (78.6 ) (53.8 ) (115.1 ) (243.9 )
Total $ (365.9 ) $ (436.4 ) $ (1,149.5 ) $ 106.9



	Three months ended September 30,						Nine months ended September 30,
	2018			2017			2018			2017
	in millions

Cross-currency and interest rate derivative contracts (a)	$	(18.4	)	$	(188.4	)	$	489.8		$	(847.5	)
Equity-related derivative instruments:
ITV Collar	76.5			44.2			16.5			154.4
Lionsgate Forward	0.2			(7.3		)	12.6			(9.3		)
Sumitomo Collar	—			(29.5		)	(11.8		)	(50.8		)
Other	0.2			1.2			2.4			(4.2		)
Total equity-related derivative instruments (b)	76.9			8.6			19.7			90.1
Foreign currency forward and option contracts	6.7			(7.5		)	20.6			(26.5		)
Other	0.3			(0.1		)	(0.4		)	0.4
Total	$	65.5		$	(187.4	)	$	529.7		$	(783.5	)

_______________

(a)

The ~~loss during~~results for the ~~2017 three-month period is~~2018 periods are primarily attributable to the net effect of (i) for the nine-month period, net gains associated with changes in the relative value of certain currencies and (ii) net losses associated with ~~increases~~changes in certain market interest rates. In addition, the results for the 2018 periods include netlosses of $23.9 millionand $51.8 million, respectively, resulting from changes in our credit risk valuation adjustments. The losses during the 2017 periods are primarily attributable to the net effect of (a) net losses associated with changes in the ~~values~~relative value of ~~the euro, British pound sterling~~certain currencies and ~~Chilean peso relative to the U.S. dollar, (ii)~~(b) net gains associated with ~~decreases~~changes in certain market interest rates. In addition, the ~~values~~losses during the 2017 periods include net gains of ~~the Swiss franc~~$25.6 million and ~~Polish zloty relative to the euro, (iii) gains associated with increases in~~

market interest rates in the British pound sterling, Czech koruna and Swiss franc markets and (iv) losses associated with increases in market interest rates in the U.S. dollar market. The loss during the 2017 nine-month period is primarily attributable to the net effect of (a) losses associated with increases in the values of the euro, British pound sterling, Chilean peso and Swiss franc relative to the U.S. dollar, (b) gains associated with increases in market interest rates in the euro, British pound sterling, Swiss franc and Czech koruna markets, (c) gains associated with a decrease in the value of the Swiss franc relative to the euro and (d) losses associated with increases in the values of the Czech koruna and Polish zloty relative to the euro. In addition, the losses during the 2017 periods include net gains of $37.3 million and $182.6 million, respectively, resulting from changes in our credit risk valuation adjustments. The lossduring the 2016 three-month period is primarily attributable to the net effect of (1) losses associated with an increase in the value of the euro relative to the U.S. dollar, (2) gains associated with a decrease in the value of the British pound sterling relative to the U.S. dollar, (3) losses associated with increases in market interest rates in the U.S. dollar market and (4) losses associated with decreases in market interest rates in the euro, the British pound sterling and the Chilean peso markets. The loss during the 2016 nine-month period is primarily attributable to the net effect of (I) losses associated with decreases in market interest rates in the British pound sterling, euro and Chilean peso markets, (II) gains associated with a decrease in the value of the British pound sterling relative to the U.S. dollar, (III) losses associated with increases in the values of the euro, the Chilean peso and the Swiss franc relative to the U.S. dollar, and (IV) gains associated with decreases in market interest rates in the U.S. dollar market. In addition, the gain (loss) during the 2016 periods includes net gains of $80.4 million and $87.5$134.6 million, respectively, resulting from changes in our credit risk valuation adjustments.


(b)	The recurring fair value measurements of our equity-related derivative instruments are based on ~~binomial~~Black-Scholes pricing models.

For additional information concerning our derivative instruments, see notes 56 and 67 to our condensed consolidated financial statements and Quantitative and Qualitative Disclosures about Market Risk below.

Foreign currency transaction gains (losses), net

Our foreign currency transaction gains or losses primarily result from the remeasurement of monetary assets and liabilities that are denominated in currencies other than the underlying functional currency of the applicable entity. Unrealized foreign currency transaction gains or losses are computed based on 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 gains (losses), net, are as follows:


	Three months ended September 30,						Nine months ended September 30,						Three months ended September 30,						Nine months ended September 30,
	2017			2016			2017			2016			2018			2017			2018			2017
	in millions												in millions

Liberty Global Group:
Intercompany payables and receivables denominated in a currency other than the entity’s functional currency (a)													$	157.9		$	(397.0	)	$	316.7		$	(746.8	)
U.S. dollar-denominated debt issued by euro functional currency entities	$	236.8		$	92.7		$	747.7		$	184.0		(22.7		)	151.8			(156.6		)	464.8
Intercompany payables and receivables denominated in a currency other than the entity’s functional currency (a)	(396.9		)	134.6			(747.1		)	578.3
U.S. dollar-denominated debt issued by British pound sterling functional currency entities	122.8			(128.0		)	320.1			(698.5		)	(56.0		)	123.7			(155.3		)	320.1
British pound sterling-denominated debt issued by a U.S. dollar functional currency entity	(41.2		)	31.4			(111.7		)	185.2			16.3			(41.2		)	51.6			(111.7		)
Cash and restricted cash denominated in a currency other than the entity’s functional currency	(9.2		)	(9.4		)	(91.1		)	(23.8		)	(1.7		)	(9.2		)	(7.1		)	(91.7		)
Yen-denominated debt issued by a U.S. dollar functional currency entity	1.0			(12.7		)	(18.7		)	(131.2		)
Euro-denominated debt issued by British pound sterling functional currency entities	2.4			(18.8		)	15.4			(82.3		)
Other	10.3			(4.2		)	24.8			(10.2		)	2.7			12.6			(2.4		)	17.0
Total Liberty Global Group	(74.0		)	85.6			139.4			1.5
LiLAC Group:
U.S. dollar-denominated debt issued by a Chilean peso functional currency entity	52.7			5.4			65.9			110.5
British pound sterling-denominated debt issued by a U.S. dollar functional currency entity	(12.6		)	9.2			(20.1		)	21.9
Other	3.4			(7.9		)	(4.6		)	(0.7		)
Total LiLAC Group	43.5			6.7			41.2			131.7
Total	$	(30.5	)	$	92.3		$	180.6		$	133.2		$	96.5		$	(159.3	)	$	46.9		$	(148.3	)

_______________


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

Realized and unrealized gains (losses) due to changes in fair values of certain investments and debt, net

Our realized and unrealized gains or losses due to changes in fair values of certain investments and debt include unrealized gains or losses associated with changes in fair values that are non-cash in nature until such time as these gains or losses are realized through cash transactions. For additional information regarding our investments, fair value measurements and debt, see notes 45, 7 and 8,9, respectively, to our condensed consolidated financial statements. ~~All of our investments and debt that we account for using the fair value method are attributed to the Liberty Global Group.~~ The details of our realized and unrealized gains (losses) due to changes in fair values of certain investments and debt, net, are as follows:

Three months ended September 30, Nine months ended
September 30,
2017 2016 2017 2016
in millions

Investments:
Sumitomo $ 62.0
$ 52.2
$ 117.7
$ 34.3
ITV (7.9 ) 17.5
(82.9 ) (656.4 )
Lionsgate 26.9
(1.2 ) 34.5
(62.0 )
Other, net (a) (8.6 ) 21.2
12.7
116.2
Total investments 72.4
89.7
82.0
(567.9 )
Debt (33.6 ) (15.9 ) (88.2 ) (2.9 )
Total $ 38.8
$ 73.8
$ (6.2 ) $ (570.8 )

~~_______________~~



	Three months ended September 30,						Nine months ended September 30,
	2018			2017			2018			2017
	in millions
Investments:
ITV	$	(94.5	)	$	(7.9	)	$	(71.6	)	$	(82.9	)
Lionsgate	(1.5		)	26.9			(44.7		)	34.5
ITI Neovision	4.9			(10.3		)	11.6			8.1
Casa	(6.6		)	(0.4		)	(5.4		)	5.5
Sumitomo	13.8			62.0			(3.4		)	117.7
Other, net	(0.3		)	2.1			4.5			(0.9		)
Total investments	(84.2		)	72.4			(109.0		)	82.0
Debt	(15.4		)	(32.8		)	13.7			(85.0		)
Total	$	(99.6	)	$	39.6		$	(95.3	)	$	(3.0	)


~~(a)~~	The amounts for the three and nine months ended September 30, 2016 include gains of $5.6 million and $84.4 million, respectively, related to an investment that was sold during the third quarter of 2016.

Losses on debt modification and extinguishment, net

~~The following table sets forth the details of our~~We recognized net losses on debt modification and extinguishment ~~net:~~of $27.7 millionand $37.3 million during the three months ended September 30, 2018 and 2017, respectively, and $50.4 million and $136.2 million during the nine months ended September 30, 2018 and 2017, respectively.

Three months ended September 30, Nine months ended
September 30,
2017 2016 2017 2016
in millions

Liberty Global Group $ (59.9 ) $ (64.8 ) $ (167.0 ) $ (90.2 )
LiLAC Group (25.8 ) —
(53.6 ) 1.5
Total $ (85.7 ) $ (64.8 ) $ (220.6 ) $ (88.7 )
The loss during the nine months ended September 30, 2018 is primarily attributable to the net effect of (i) the payment of $38.5 million of redemption premiums (including $19.2 million during the third quarter), (ii) the write-off of $25.0 million of net unamortized deferred financing costs and discounts (including $12.8 million during the third quarter) and (iii) a gain associated with the settlement of the final tranche of the Sumitomo Collar, as described in note 6 to our condensed consolidated financial statements.

The loss during the nine months ended September 30, 2017 is primarily attributable to ~~losses associated with~~ (i) the payment of ~~$194.1~~$84.8 million of redemption premiums (including ~~$133.1~~$30.7 million during the third quarter) and (ii) the write-off of ~~$24.9~~$52.1 million of net unamortized ~~premiums, discounts and~~ deferred financing costs, ~~(including a net gain of $47.0 million during the third quarter).~~

~~The loss during the nine months ended September 30, 2016 is primarily attributable to the net effect of (i) the payment of $66.2 million of redemption~~discounts and premiums (including ~~$34.2 million during the third quarter) and (ii) the write-off of $20.3 million of net unamortized premiums, discounts and deferred financing costs (including $30.6~~$7.0 million during the third quarter).

For additional information concerning our losses on debt modification and extinguishment, net, see note 89 to our condensed consolidated financial statements.

Share of ~~losses~~results of affiliates, net

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


	Three months ended September 30,						Nine months ended September 30,						Three months ended September 30,						Nine months ended September 30,
	2017			2016			2017			2016			2018			2017			2018			2017
	in millions												in millions

VodafoneZiggo JV (a)	$	(23.4	)	$	—		$	(18.2	)	$	—		$	(8.5	)	$	(23.4	)	$	(98.5	)	$	(18.2	)
Other	(2.8		)	(16.1		)	(25.1		)	(71.2		)	(2.6		)	(3.4		)	(31.4		)	(27.9		)
Total	$	(26.2	)	$	(16.1	)	$	(43.3	)	$	(71.2	)	$	(11.1	)	$	(26.8	)	$	(129.9	)	$	(46.1	)

_______________

(a)

Amounts include the net effect of (i) interest income of $14.9 million, $16.9 million, $45.1 million and $47.5 million, respectively, representing 100% of the interest ~~income~~ earned on the VodafoneZiggo JV Receivable, (ii) 100% of the share-based compensation expense associated with Liberty Global awards held by VodafoneZiggo JV employees who were formerly employees of Liberty Global, as these awards remain our responsibility, and (iii) our 50% share of the remaining results of operations of the VodafoneZiggo JV.~~During the three and nine months ended September 30, 2017, the VodafoneZiggo JV generated (a) revenue~~ The summarized results of $1,173.6 million and $3,353.9 million, respectively, (b) Adjusted OIBDA of $524.6 million and $1,454.9 million, respectively, (c) operating income of $99.0 million and $206.5 million, respectively, (d) net non-operating expenses of $214.7 million and $391.4 million (including $165.5 million and $476.9 million of interest expense), respectively, and (e) net losses of $79.6 million and $128.3 million, respectively. The VodafoneZiggo JV’s operating income includes depreciation and amortization of $427.2 million and $1,242.6 million, respectively, which is based on the preliminary fair value accounting applied to the net assets of the VodafoneZiggo JV.

~~The mobile and fixed-line~~ operations of the VodafoneZiggo JV are set forth below:



	Three months ended						Nine months ended
	September 30,						September 30,
	2018			2017 (1)			2018			2017 (1)
	in millions

Revenue	$	1,138.1		$	1,156.9		$	3,468.5		$	3,315.5
Adjusted OIBDA	$	514.3		$	517.8		$	1,534.7		$	1,448.0
Operating income	$	37.1		$	92.1		$	89.0		$	198.2
Non-operating expense (2)	$	(133.2	)	$	(214.7	)	$	(470.6	)	$	(385.6	)
Net loss	$	(74.9	)	$	(86.5	)	$	(283.1	)	$	(132.1	)

_______________


(1)	Amounts have been presented on a pro forma basis that gives effect to the adoption of ASU 2014-09 as if such adoption had occurred on January 1, 2017.


(2)	Includes interest expense of $171.2 million, $165.5 million, $509.4 million and $476.5 million, respectively.

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

Otherincome, net

~~The details of our~~We recognized other income, net, ~~are as follows:~~

Three months ended September 30, Nine months ended
September 30,
2017 2016 2017 2016
in millions

Liberty Global Group $ 5.0
$ 9.5
$ 28.9
$ 93.9
LiLAC Group (0.4 ) 8.0
(0.1 ) 8.6
Inter-group eliminations —
(0.2 ) —
(0.3 )
Total $ 4.6
$ 17.3
$ 28.8
$ 102.2

~~The totals~~of $16.0 million and $9.5 million for the three months ended September 30, 2018 and 2017, ~~periods primarily include~~respectively, and $32.2 million and $41.9 million for the nine months ended September 30, 2018 and 2017, respectively. Our other income, net, includes interest and dividend income of ~~$9.1~~(i) $2.7 million and ~~$31.6~~$6.5 million ~~respectively.~~

~~The totals for~~during the ~~2016~~three-month periods, ~~primarily include (i) interest income of $15.8 million and $36.6 million,~~ respectively, and (ii) $9.3 million and $23.9 million during the nine-month periods, respectively. In addition, other income, net, for the ~~nine-month period, income~~2018 periods includes a $12.5 million gain related to the formation of ~~$69.8 million~~a joint venture in Belgium, representing ~~our share~~the excess of the ~~settlement~~fair value of ~~certain litigation.~~our ownership interest in the joint venture over the carrying value of the assets that we contributed.

Income tax expense

We recognized income tax expense of $281.3 million and $61.8 million during the three months ended September 30, 2018 and 2017, respectively.

The ~~details~~income tax expense during the three months ended September 30, 2018 differs from the expected income tax benefit of ~~our~~$21.9 million (based on the U.K. statutory income tax rate of 19.0%) primarily due to ~~expense are as follows:~~the net negative impact of (i) an increase in our estimate of the Mandatory Repatriation Tax, (ii) certain permanent differences between the financial and accounting treatment of items associated with investments in subsidiaries and (iii) certain permanent differences between the financial and accounting treatment of interest and other items.

Three months ended September 30, Nine months ended
September 30,
2017 2016 2017 2016
in millions

Liberty Global Group $ (85.7 ) $ (36.9 ) $ (287.0 ) $ (45.5 )
LiLAC Group 17.9
(72.6 ) (57.3 ) (71.1 )
Total $ (67.8 ) $ (109.5 ) $ (344.3 ) $ (116.6 )

The income tax expense during the three months ended September 30, 2017 differs from the expected income tax benefitof ~~$136.9~~$96.3 million (based on the U.K. blended income tax rate of 19.25%) primarily due to thenet negative impact of (i) an increase in valuation allowances, (ii) non-deductible or non-taxable foreign currency exchange results and (iii) certain permanent differences between the financial and accounting treatment of items associated with investments in subsidiaries.

We recognized income tax expense of $898.5 million and $212.2 million during the nine months ended September 30, 2018 and 2017, respectively.

The income tax expense during the nine months ended September 30, 2018 differs from the expected income tax benefit of $37.0 million (based on the U.K. statutory income tax rate of ~~19.25%~~19.0%) primarily due to the net negative impact of (i) ~~an increase in valuation allowances and (ii) non-deductible or non-taxable foreign currency exchange results.~~

~~The income tax expense during~~our estimate of the three months ended September 30, 2016 differs from the expected income tax benefit of $19.1 million (based on the U.K. statutory income tax rate of 20.0%) primarily due to the net negative impact of (i) a reduction in net deferred tax assets in the U.K. due to enacted changes in tax lawMandatory Repatriation Tax and (ii) certain permanent differences between the financial and ~~tax~~ accounting treatment of ~~interest and other items.~~items associated with investments in subsidiaries. The net negative impact of these items was partially offset by the net positive impact of ~~(a) the tax effect of intercompany financing, (b) non-deductible or non-taxable foreign currency exchange results and (c) statutory tax rates~~a decrease in ~~certain jurisdictions in which we operate that are different than the U.K. statutory income tax rate.~~valuation allowances.

The income tax expense during the nine months ended September 30, 2017 differs from the expected income tax benefit of ~~$260.7~~$284.2 million (based on the ~~blended~~ U.K. ~~statutory~~blended income tax rate of 19.25%) primarily due to the net negative impact of (i) an increase in valuation allowances, (ii) non-deductible or non-taxable foreign currency exchange results and (iii) certain permanent differences between the financial and ~~tax accounting treatment of interest and other items.~~

The income tax expense during the nine months ended September 30, 2016 differs from the expected income tax benefit of $70.4 million (based on the U.K. statutory income tax rate of 20.0%) 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 enacted changes in tax law, (iii) certain permanent differences between the financial and tax accounting treatment of interest and other items and (iv) certain permanent differences between the financial and tax accounting treatment of items associated with investments in subsidiaries and affiliates. The net negative impact of these items was partially offset by the net positive impact of (a) non-deductible or non-taxable foreign currency exchange results, (b) the tax effect of intercompany financing and (c) statutory tax rates in certain jurisdictions in which we operate that are different than the U.K. statutory income tax rate.subsidiaries.

For additional information concerning our income taxes, see note 910 to our condensed consolidated financial statements.

~~Net loss~~Loss from continuing operations

~~The details of our net loss are as follows:~~

Three months ended September 30, Nine months ended
September 30,
2017 2016 2017 2016
in millions

Liberty Global Group $ (435.4 ) $ (136.8 ) $ (1,321.9 ) $ (246.8 )
LiLAC Group (343.6 ) (68.3 ) (376.7 ) (221.9 )
Total $ (779.0 ) $ (205.1 ) $ (1,698.6 ) $ (468.7 )

~~Our net loss for~~During the three months ended September 30, 2018 and 2017, we reported losses from continuing operations of $396.7 million and ~~2016, consists~~$561.9 million, respectively, consisting of (i) operating income of ~~$335.8~~$208.6 million and ~~$902.7~~$221.6 million, respectively, (ii) net non-operating expense of ~~$1,047.0~~$324.0 million and ~~$998.3~~$721.7 million, respectively, and (iii) income tax expense of ~~$67.8~~$281.3 million and ~~$109.5~~$61.8 million, respectively.

~~Our net loss for~~During the nine months ended September 30, 2018 and 2017, we reported losses from continuing operations of $1,093.0 million and ~~2016, consists~~$1,688.7 million, respectively, consisting of (i) operating income of ~~$1,546.9~~$592.9 million and ~~$1,977.1~~$647.0 million, respectively, (ii) net non-operating expense of ~~$2,901.2~~$787.4 million and ~~$2,329.2~~$2,123.5 million, respectively, and (iii) income tax expense of ~~$344.3~~$898.5 million and ~~$116.6~~$212.2 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) the disposition 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 reliable source 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 is largely dependent on our ability to increase our aggregate Adjusted OIBDA to a level that more than offsets the aggregate amount of our (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 below under Material Changes in Financial Condition — Capitalization~~below,~~, we expect that we will continue to report significant levels of interest expense for the foreseeable future. For information concerning our expectations with respect to trends that may affect certain aspects of our operating results in future periods, see the discussion under Overview above. For information concerning the reasons for changes in specific line items in our condensed consolidated statements of operations, see ~~the discussion under~~ Discussion and Analysis of our Consolidated Reportable Segments and Discussion and Analysis of our Consolidated Operating Results above.

Earnings (loss) from discontinued operations, net of taxes

We reported earnings (loss) from discontinued operations, net of taxes, of $324.5 million and ($217.1 million) during the three months ended September 30, 2018 and 2017, respectively, and $792.7 million and ($9.9 million) during the nine months ended September 30, 2018 and 2017, respectively, related to the operations of UPC Austria, the Vodafone Disposal Group and, for the 2017 periods, the LiLAC Group. In addition, we recognized a gain on the sale of UPC Austria of $1,098.1 million during the third quarter of 2018. For additional information, see note 4 to our condensed consolidated financial statements.

Net earnings ~~(loss)~~ attributable to noncontrolling interests

~~The details of our net~~Net earnings ~~(loss)~~ attributable to noncontrolling interests ~~are as follows:~~

Three months ended September 30,
2017 2016 Change
in millions

Liberty Global Group $ 25.0
$ 30.9
$ (5.9 )
LiLAC Group (12.4 ) 13.5
(25.9 )
Total $ 12.6
$ 44.4
$ (31.8 )

Nine months ended
September 30,
2017 2016 Change
in millions

Liberty Global Group $ 68.0
$ 27.6
$ 40.4
LiLAC Group 19.5
20.9
(1.4 )
Total $ 87.5
$ 48.5
$ 39.0

~~The increase in net~~includes the noncontrolling interests’ share of the results of our continuing and discontinued operations. Net earnings ~~(loss)~~ attributable to noncontrolling interestsincreased $39.2 million and $10.1 million during the three and nine months ended September 30, ~~2017,~~2018, respectively, as compared to the corresponding periods in ~~2016,~~2017. These increases are primarily attributable to the net effect of improvements in the results of operations of ~~(i)~~ Telenet and ~~(ii) certain subsidiaries~~the impact of ~~C&W following~~ the ~~C&W Acquisition.~~Split-off Transaction.

Material Changes in Financial Condition

Sources and Uses of Cash

We are a holding company that is dependent on the capital resources of our subsidiaries to satisfy our liquidity requirements at the corporate level. Each of our significant operating subsidiaries is separately financed within one of our ~~seven primary~~three subsidiary “borrowing groups.” These borrowing groups include the respective restricted parent and subsidiary entities within Virgin Media, ~~Unitymedia,~~ UPC Holding, and Telenet~~, C&W, VTR Finance and~~ ~~Liberty Puerto Rico~~. ~~Our~~Although our borrowing groups ~~which~~ typically generate cash from operating activities, ~~accounted for a significant portion of our consolidated cash and cash equivalents at~~ ~~September 30, 2017. The~~the terms of the instruments governing the indebtedness of these borrowing groups may restrict our ability to access the liquidity 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 C&W subsidiaries~~ and other factors.

Cash and cash equivalents

The details of the U.S. dollar equivalent balances of our consolidated cash and cash equivalents at September 30, ~~2017~~2018 are set forth in the following table (in millions):

Cash and cash equivalents held by:
Liberty Global and unrestricted subsidiaries:
Liberty Global (a) $ 82.7
Unrestricted subsidiaries:
Liberty Global Group (b) (c) 1,373.8
LiLAC Group (d) 40.6
Total Liberty Global and unrestricted subsidiaries 1,497.1
Borrowing groups (e):
C&W (f) 285.6
VTR Finance 158.8
Virgin Media (c) 57.1
Liberty Puerto Rico 46.0
Telenet 43.7
UPC Holding 20.1
Unitymedia 1.7
Total borrowing groups 613.0
Total cash and cash equivalents $ 2,110.1

Liberty Global Group $ 1,579.1
LiLAC Group 531.0
Total cash and cash equivalents $ 2,110.1



Cash and cash equivalents held by:
Liberty Global and unrestricted subsidiaries:
Liberty Global (a)	$	54.6
Unrestricted subsidiaries (b)	741.1
Total Liberty Global and unrestricted subsidiaries	795.7
Borrowing groups (c):
Telenet	96.2
Virgin Media (d)	42.6
UPC Holding	14.7
Total borrowing groups	153.5
Total cash and cash equivalents	$	949.2

_______________


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


(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 Inc.~~


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


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

~~(f)~~(d)

~~C&W's~~The Virgin Media borrowing group includes certain subsidiaries ~~hold~~of Virgin Media, but excludes the majority of C&W's consolidated cash. The ability of certain of these subsidiaries to loan or distribute their cash to C&W is limited by foreign exchange restrictions, the existence of noncontrolling interests, tax considerations and restrictions contained within the debt agreements of certain C&W subsidiaries. As a result, a significant portion of the cash held by C&W subsidiaries is not considered to be an immediate source of corporate liquidity for C&W.parent entity, Virgin Media Inc.

Liquidity of Liberty Global and its unrestricted subsidiaries

The ~~$82.7~~$54.6 million of cash and cash equivalents held by Liberty Global and, subject to certain tax and legal considerations, the ~~$1,414.4~~$741.1 million of aggregate cash and cash equivalents held by ~~the~~ unrestricted subsidiaries, ~~attributed to the Liberty Global Group and the LiLAC Group,~~ represented available liquidity at the corporate level at September 30, ~~2017.~~2018. Our remaining cash and cash equivalents of ~~$613.0~~$153.5 million at September 30, ~~2017~~2018 were held by our borrowing 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. For information regarding certain limitations imposed by our subsidiaries’ debt instruments at September 30, ~~2017~~2018, see note 89 to our condensed consolidated financial statements.

Our current sources of corporate liquidity include (i) cash and cash equivalents held by Liberty Global and, subject to certain tax and legal considerations, Liberty Global’s unrestricted subsidiaries, ~~and~~ (ii) interest and dividend income received on our and, subject to certain tax and legal considerations, our unrestricted subsidiaries’ cash and cash equivalents and ~~investments. In addition, our parent entity’s short-term liquidity is supplemented by~~investments, including dividends received from the VodafoneZiggo JV, (iii) principal and interest payments that it receives on a note receivable from one of our unrestricted subsidiaries (outstanding principal of $9.6 billion at September 30, 2017, due in 2021), as well as additional borrowings under notes payablereceived with ~~certain unrestricted subsidiaries, as discussed below.~~respect to the VodafoneZiggo JV Receivable and (iv) cash received with respect to transition services provided to the VodafoneZiggo JV and Liberty Latin America.

From time to time, Liberty Global and its unrestricted subsidiaries may also receive (i) proceeds in the form of distributions or loan repayments from Liberty Global’s borrowing groups or affiliates (including amounts from the VodafoneZiggo JV) 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 the disposition of investments and other assets of Liberty Global and its unrestricted subsidiaries and (iii) proceeds in connection with the incurrence of debt by Liberty Global or its unrestricted subsidiaries or the issuance of equity securities by Liberty Global, including equity securities issued to satisfy subsidiary obligations. No assurance can be given that any external funding would be available to Liberty Global or its unrestricted subsidiaries on favorable terms, or at all. ~~In connection with~~For information regarding the ~~completion~~liquidity impacts of the ~~VodafoneZiggo JV Transaction, our company received cash~~disposition of ~~€2.2 billion ($2.4 billion at~~UPC Austria and the ~~transaction dates). For additional information,~~pending disposition of the Vodafone Disposal Group, see note 4 to our condensed consolidated financial statements. For information regarding a dividend payment made by Telenet subsequent to September 30, 2018, see note 11 to our condensed consolidated financial statements.

At September 30, ~~2017~~2018, our consolidated cash and cash equivalents balance included ~~$1,978.5~~$865.6 million held by entities that are domiciled outside of the U.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 our corporate liquidity requirements and our preliminary assessment of the 2017 U.S. Tax Act, we do not anticipate that tax considerations will adversely impact our corporate liquidity over the next 12 months. Our ability to access the liquidity of our subsidiaries on a tax efficient basis is a consideration in assessing the extent of our share repurchase program.

In addition, the amount of cash we receive from our subsidiaries to satisfy U.S. dollar-denominated liquidity requirements is impacted by fluctuations in exchange rates, 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 our equity securities and other U.S. dollar-denominated liquidity requirements. ~~The U.S. dollar has significantly strengthened against the British pound sterling during the period following Brexit.~~

Our corporate liquidity requirements include (i) corporate general and administrative expenses, (ii) interest payments on our secured borrowing arrangement with respect to our ITV shares (the ITV Collar Loan)~~, the Sumitomo Collar Loan and the Sumitomo Share Loan~~ and (iii) principal payments on the ITV Collar ~~Loan, the Sumitomo Collar Loan, the Sumitomo Share~~ Loan and our secured borrowing arrangement with respect to 2.5 million of our Lionsgate shares (the Lionsgate Loan) to the extent not settled through the delivery of the underlying shares. In addition, Liberty Global and its unrestricted subsidiaries may 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 debt securities, (e) other investment opportunities, (f) any funding requirements of our ~~consolidated~~ subsidiaries and affiliates or (g) income tax payments. In addition, our parent entity uses available liquidity to make interest and principal payments on notes payable to certain of our unrestricted subsidiaries (aggregate outstanding

principal of ~~$8,405.5 million~~$12.6 billion at September 30, ~~2017 and no stated maturity)~~2018 with varying maturity dates). For information regarding our commitments and contingencies, see note 1415 to our condensed consolidated financial statements.

During the nine months ended September 30, ~~2017, we repurchased Liberty Global Shares and LiLAC Shares for an~~2018, the aggregate ~~purchase price~~amount of ~~$2,590.4~~our share repurchases was $1,683.4 million, ~~and $53.5 million, respectively,~~ including direct acquisition costs. In July 2018, our board of directors authorized an additional $500.0 million of share repurchases through July 2019. At September 30, ~~2017,~~2018, the remaining amount authorized for share repurchases ~~of Liberty Global Shares and LiLAC Shares~~ was ~~$367.7 million and $225.5 million, respectively.~~$891.0 million.

Liquidity of borrowing groups

The cash and cash equivalents of our borrowing groups are detailed in the table above. In addition to cash and cash equivalents, the primary sources of liquidity of our borrowing groups are cash provided by operations and borrowing availability under their respective debt instruments. For the details of the borrowing availability of ~~such entities~~our borrowing groups at September 30, ~~2017~~2018, see note 89 to our condensed consolidated financial statements. The aforementioned sources of liquidity may be supplemented in certain cases by contributions and/or loans from Liberty Global and its unrestricted subsidiaries. The liquidity of our borrowing groups generally is used to fund property and equipment additions, debt service requirements and income tax payments. From time to time, our borrowing groups may also require liquidity in connection with (i) acquisitions and other investment opportunities, (ii) loans to Liberty Global, (iii) capital distributions to Liberty Global and other equity owners or (iv) the satisfaction of contingent liabilities. No assurance can be given that any external funding would be available to our borrowing groups on favorable terms, or at all. For information regarding our borrowing groups’ commitments and contingencies, see note 1415 to our condensed consolidated financial statements.

~~Hurricanes Irma and Maria are expected to have a significant impact on Liberty Puerto Rico's cash flows and liquidity. For additional information, see the discussion under~~ ~~Overview~~ ~~above.~~

For additional information regarding our consolidated cash flows, see the discussion under Condensed Consolidated Statements of Cash Flows below.

Capitalization

We seek to maintain our debt at levels that provide for attractive equity returns without assuming undue risk. In this regard, we generally seek to cause our operating subsidiaries to maintain their debt at levels that result in a consolidated debt balance (excluding the ITV Collar Loan ~~Sumitomo Collar Loan, Sumitomo Share Loan,~~and Lionsgate Loan ~~and certain debt collateralized by cash~~ and measured using subsidiary debt figures at swapped foreign currency exchange rates, consistent with the covenant calculation requirements of our subsidiary debt agreements) that is between four and five times our consolidated Adjusted OIBDA, although the timing of our acquisitions and financing transactions and the interplay of average and spot foreign currency rates may impact this ratio. The ratio of our September 30, ~~2017~~2018 consolidated debt to our annualized consolidated Adjusted OIBDA for the quarter ended September 30, ~~2017~~2018 was 5.1x. In addition, the ratio of our September 30, ~~2017~~2018 consolidated net debt (debt, as defined above, less cash and cash equivalents) to our annualized consolidated Adjusted OIBDA for the quarter ended September 30, ~~2017~~2018 was 4.9x.

~~When it is cost effective,~~ Consistent with how we ~~generally seek to match the denomination of the borrowings of~~calculate our ~~subsidiaries with the functional currency of the operations that support the respective borrowings. As further discussed in note~~ 5~~to our condensed consolidated financial statements, we also use derivative instruments to mitigate foreign currency and interest rate risk associated with~~leverage ratios under our debt ~~instruments.~~agreements, these ratios are presented on a basis that includes the debt and Adjusted OIBDA of both our continuing and discontinued operations, but excludes the Adjusted OIBDA of UPC Austria.

Our ability to service or refinance our debt and to maintain compliance with the leverage covenants in the credit agreements and indentures of our borrowing groups is dependent primarily on our ability to maintain or increase the Adjusted OIBDA of our operating subsidiaries and to achieve adequate returns on our property and equipment additions and acquisitions. In addition, our ability to obtain additional debt financing is limited by the incurrence-based leverage covenants contained in the various debt instruments of our borrowing groups. For example, if the Adjusted OIBDA of ~~UPC Holding and its subsidiaries~~Virgin Media were to decline, our ability to obtain additional debt could be limited. No assurance 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, to fund any such required repayment. At September 30, ~~2017,~~2018, each of our borrowing groups was in compliance with its debt covenants. In addition, ~~with the exception of Liberty Puerto Rico,~~ we do not anticipate any instances of non-compliance with respect to the debt covenants of our borrowing groups that would have a material adverse impact on our liquidity during the next 12 months. For information regarding our assessment of the impacts of the hurricanes on Liberty Puerto Rico's ability to comply with the covenants of the LPR Bank Facility, see note 8 to our condensed consolidated financial statements.

At September 30, ~~2017~~2018, the outstanding principal amount of our consolidated debt, together with our capital lease obligations, aggregated ~~$48.3~~$29.9 billion, including ~~$4,268.7 million~~$3.5 billion that is classified as current in our condensed consolidated balance sheet and ~~$42.6~~$22.2 billion that is not due until ~~2021~~2024 or thereafter. All of our consolidated debt and capital lease obligations have been borrowed or incurred by our subsidiaries at September 30, ~~2017.~~2018. For additional information concerning our debt maturities, see note 89 to our condensed consolidated financial statements.

Notwithstanding our negative working capital position at September 30, ~~2017,~~2018, we believe that we have sufficient resources to repay or refinance the current portion of our debt and capital lease obligations and to fund our foreseeable liquidity requirements during the next 12 months. However, as our maturing 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 will be able to complete these refinancing transactions or otherwise extend our debt maturities. In this regard, it is not possible to predict how political and economic 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 our ability to access cash deposited with any failed financial institution and (ii) tightening of the credit markets. In the case of Liberty Puerto Rico, our ability to access debt financing on favorable terms will be compromised for the foreseeable future as we work through our recovery from the hurricanes and the related impacts on our liquidity and ability to comply with the terms of the LPR Bank Facility. For additional information, see the related discussion under ~~Overview~~ ~~above and in note 8 to our condensed consolidated financial statements. In~~ addition, any weakness in the equity markets could make it less attractive to use our shares to satisfy contingent or other obligations, and sustained or increased competition, particularly in combination with adverse economic or regulatory developments, could have an unfavorable impact on our cash flows and liquidity.

For additional information concerning our debt and capital lease obligations, see note 89 to our condensed consolidated financial statements.

Condensed Consolidated Statements of Cash Flows

General. Our cash flows are subject to significant variations due to FX.

Summary. ~~Our~~The condensed consolidated statements of cash flows of our continuing operations for the nine months ended September 30, ~~2017~~2018 and ~~2016~~2017 are summarized as follows:

Nine months ended
September 30,
2017 2016 Change
in millions

Net cash provided by operating activities $ 4,033.1
$ 4,045.5
$ (12.4 )
Net cash provided (used) by investing activities 52.8
(3,136.6 ) 3,189.4
Net cash used by financing activities (3,702.3 ) (953.7 ) (2,748.6 )
Effect of exchange rate changes on cash 97.3
39.8
57.5
Net increase (decrease) in cash and cash equivalents $ 480.9
$ (5.0 ) $ 485.9



	Nine months ended
	September 30,
	2018			2017			Change
	in millions

Net cash provided by operating activities	$	2,730.1		$	2,462.5		$	267.6
Net cash provided by investing activities	790.8			1,032.5			(241.7		)
Net cash used by financing activities	(5,426.3		)	(3,600.9		)	(1,825.4		)
Effect of exchange rate changes on cash and cash equivalents and restricted cash	(31.8		)	105.9			(137.7		)
Net change in cash and cash equivalents and restricted cash	$	(1,937.2	)	$	—		$	(1,937.2	)

Operating Activities. ~~Our net cash flows from operating activities are as follows:~~

Nine months ended
September 30,
2017 2016 Change
in millions

Net cash provided by operating activities:
Liberty Global Group $ 3,640.0
$ 3,818.0
$ (178.0 )
LiLAC Group 393.1
227.5
165.6
Total $ 4,033.1
$ 4,045.5
$ (12.4 )

The ~~decrease~~increase in ~~total~~ net cash provided by our operating activities is primarily attributable to the net effect of (i) ~~a decrease~~an increase in cash provided by our Adjusted OIBDA and related working capital items, ~~including a decrease due to the impact of the VodafoneZiggo JV Transaction and an increase due to the impact of the C&W Acquisition,~~ (ii) an increase in cash provided due to lower payments of interest, including higher payments due to the impact of the C&W Acquisition and lower payments due to the impact of the VodafoneZiggo JV Transaction, (iii) an increasea decrease in cash provided due to higher cash ~~dividends received from the VodafoneZiggo JV and (iv) an increase in cash provided due to higher cash receipts~~payments related to derivative ~~instruments.~~instruments and (iii) a decrease in the reported net cash provided by operating activities due to FX.

Investing Activities. ~~Our~~The decrease in net cash ~~flows from investing activities are as follows:~~

Nine months ended
September 30,
2017 2016 Change
in millions

Net cash provided (used) by investing activities:
Liberty Global Group $ 507.0
$ (2,833.3 ) $ 3,340.3
LiLAC Group (453.8 ) (308.0 ) (145.8 )
Inter-group eliminations (0.4 ) 4.7
(5.1 )
Total $ 52.8
$ (3,136.6 ) $ 3,189.4

~~The change in total net cash~~provided ~~(used)~~ by our investing activities is primarily attributable to the net effect of (i) an increase in cash provided of ~~(i)~~$2,061.2 million in connection with net proceeds received from the sale of UPC Austria, (ii) a decrease in cash provided of $1,569.4 million related to distributions received from affiliates ~~(ii) $880.7~~during the 2017 period,(iii) a decrease in cash provided of $845.3 million associated with the equalization payment received during the 2017 period in connection with the completion of the VodafoneZiggo JV Transaction, (iv) an increase in cash provided of $359.2 million associated with lower cash paid in connection with acquisitions and ~~(iii) $845.3~~(v) a decrease in cash provided of $292.2 million ~~associated with the equalization payment received in connection with the completion of the VodafoneZiggo JV Transaction.~~due to higher capital expenditures. Capital expenditures ~~decreased~~increased from ~~$1,945.0~~$850.7 million during the first nine months of ~~2016~~2017 to ~~$1,824.9~~$1,142.9 million during the first nine months of ~~2017~~2018 due to ~~the net effect of~~ (a) a decrease in proceeds received for transfers to related parties, (b) an increase ~~due to the impact of the C&W Acquisition, (b) a decrease due to the impact of the VodafoneZiggo JV Transaction, (c) a~~in our net ~~decrease in the~~ local currency capital expenditures and related working capital movements, including the impact of ~~our subsidiaries, including a decrease associated with higher~~lower capital-related vendor financing, and (c) an increase ~~associated with related working capital movements and (d) a decrease~~ resulting from FX.

The capital expenditures that we report in our condensed consolidated statements of cash flows do not include amounts that are financed under capital-related vendor financing or capital lease arrangements. Instead, these amounts are reflected as non-cash additions to our property and equipment when the underlying 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 in our condensed consolidated statements of cash flows, which exclude amounts financed under capital-related vendor financing or capital lease arrangements, and (ii) our total property and equipment additions, which include our capital expenditures on an accrual basis and amounts financed under capital-related vendor financing or capital lease arrangements. For further details regarding our property and equipment additions, see note 1516 to our condensed consolidated financial statements. A reconciliation of our consolidated property and equipment additions to our consolidated capital expenditures, as reported in our condensed consolidated statements of cash flows, is set forth below:


	Nine months ended September 30,
	2017									2016									Nine months ended September 30,
	Liberty Global Group			LiLAC Group			Total			Liberty Global Group			LiLAC Group			Total			2018			2017
	in millions																		in millions

Property and equipment additions	$	3,376.4		$	503.5		$	3,879.9		$	3,109.6		$	365.0		$	3,474.6		$	2,741.7		$	2,657.9
Assets acquired under capital-related vendor financing arrangements	(1,934.1		)	(47.2		)	(1,981.3		)	(1,405.6		)	(33.7		)	(1,439.3		)	(1,659.2		)	(1,740.2		)
Assets acquired under capital leases	(135.8		)	(3.7		)	(139.5		)	(73.0		)	(5.0		)	(78.0		)	(68.1		)	(128.4		)
Changes in current liabilities related to capital expenditures	70.9			(5.1		)	65.8			(28.5		)	16.2			(12.3		)	128.5			61.4
Capital expenditures	$	1,377.4		$	447.5		$	1,824.9		$	1,602.5		$	342.5		$	1,945.0
Capital expenditures, net																			$	1,142.9		$	850.7

Capital expenditures, net:
Third-party payments																			$	1,216.1		$	1,139.5
Proceeds received for transfers to related parties (a)																			(73.2		)	(288.8		)
Total capital expenditures, net																			$	1,142.9		$	850.7

_______________


(a)	Primarily relates to transfers of centrally-procured property and equipment to our discontinued operations and the VodafoneZiggo JV.

The property and equipment additions attributable to the Liberty Global Group are primarily related to the European Division, which accounted for $3,372.3 million and $3,105.5 million of Liberty Global Group’sincreasein our property and equipment additions during the nine months ended September 30, ~~2017~~2018 is primarily due to (i) an increase due to FX and ~~2016, respectively. The~~(ii) an increasein ~~the European Division’s property and equipment additions is~~local currency expenditures of our subsidiaries, primarily due to the net effect of ~~(i)~~(a) a decrease ~~due to the impact of the VodafoneZiggo JV Transaction, (ii) an increase~~ in expenditures for new build and upgrade projects, ~~(iii)~~(b) an increase in expenditures to support new customer products and operational efficiency initiatives,(c) an increase in expenditures for the purchase and installation of customer premises equipment ~~(iv)~~and(d) an increase in baseline expenditures, ~~to support new customer products~~including network improvements and ~~operational efficiency initiatives and (v) a decrease due to FX.~~

Property and equipment additions attributable to the LiLAC Group increased during the nine months ended September 30, 2017, as compared to the corresponding period in 2016, primarily due to an increase due to the impact of the C&W Acquisition.

~~We expect the percentage of revenue represented by our aggregate 2017 consolidated~~expenditures for property and ~~equipment additions to range from~~19% to 21% for the LiLAC Group. This range reflects a change from the expectation disclosed in our 10-K. In this regard, the range for the LiLAC Group represents a decrease from our previously-reported expectation of 21% to 23%. The range for the Liberty Global Group of 29% to 31% remains unchanged from our previously-reported expectation. The actual amount of our 2017 consolidated propertyfacilities and equipment additions and the 2017 property and equipment additions of the Liberty Global Group and the LiLAC Group may vary from expected amounts for a variety of reasons, including (i) changes in (a) the competitive or regulatory environment, (b) business plans, including with respect to the timing of our recovery from Hurricanes Irma and Maria in Puerto Rico and certain markets withininformation technology systems.C&W, (c) our current or expected future operating results or (d) foreign currency exchange rates and (ii) the availability of sufficient capital. Accordingly, no assurance can be given that our actual property and equipment additions will not vary materially from our expectations.

Financing Activities. ~~Our net cash flows from financing activities are as follows:~~The

Nine months ended
September 30,
2017 2016 Change
in millions

Net cash used by financing activities:
Liberty Global Group $ (3,739.5 ) $ (1,218.8 ) $ (2,520.7 )
LiLAC Group 36.8
269.8
(233.0 )
Inter-group eliminations 0.4
(4.7 ) 5.1
Total $ (3,702.3 ) $ (953.7 ) $ (2,748.6 )

~~The~~ increase in ~~total~~ net cash used by our financing activities is primarily attributable to ~~increases~~the net effect of(i) ~~$1,153.7~~an increase in cash used of $3,118.6 million related to higher net repayments and repurchases of debt and capital lease obligations,(ii) a decrease in cash used of $931.9 million due to ~~higher~~lower repurchases of Liberty Global ordinary shares, ~~(ii) $803.0~~(iii) a decrease in cash used of $186.5 million due to higher cash receipts related to ~~an increase~~derivative instruments and (iv) a decrease in cash collateral, primarily due to a UPC Holding refinancing transaction, as further described in note 8 to our condensed consolidated financial statements, (iii) $397.8 million related to lower net borrowingsused of ~~debt, (iv)~~ $162.6 million related to VAT paid on behalf of the VodafoneZiggo JV ~~and (v) $148.7 million due to higher payments of financing costs and debt premiums.~~during the 2017 period.

Adjusted Free Cash Flow

We define adjusted free cash flow as net cash provided by ~~our~~the operating activities of our continuing operations, plus (i) cash payments for third-party costs directly associated with successful and unsuccessful acquisitions and dispositions and (ii) expenses financed by an intermediary, less (a) capital expenditures, as reported in our condensed consolidated statements of cash flows, (b) principal payments on amounts financed by vendors and intermediaries and (c) principal payments on capital leases (exclusive of the portions of the network lease in Belgium and the duct leases in Germany that we assumed in connection with ~~certain acquisitions).~~an acquisition), with each item excluding any cash provided or used by our discontinued operations. We believe that our presentation of adjusted free cash flow provides useful information to our investors because this measure can be used to gauge our ability to service debt and fund new investment opportunities. Adjusted free cash flow should not be understood to represent our ability to fund discretionary amounts, as we have various mandatory and contractual obligations, including debt repayments, ~~which~~that are not deducted to arrive at this amount. Investors should view adjusted free cash flow as a supplement to, and not a substitute for, U.S. GAAP measures of liquidity included in our condensed consolidated statements of cash flows. We changed our definition of adjusted free cash flow effective January 1, 2017 to remove the add-back of excess tax benefits from share-based compensation. This change, which was given effect for all periods presented, was made to accommodate our January 1, 2017 adoption of ASU 2016-09, pursuant to which we retrospectively revised the presentation of our condensed consolidated statements of cash flows to remove the operating cash outflows and financing cash inflows associated with excess tax benefits from share-based compensation. For additional information, see note 2 to our condensed consolidated financial statements.

The following table provides the details of our adjusted free cash flow:


	Nine months ended September 30,																		Nine months ended September 30,
	2017									2016									2018			2017 (a)
	Liberty Global Group			LiLAC Group			Total			Liberty Global Group			LiLAC Group			Total			in millions
	in millions

Net cash provided by operating activities	$	3,640.0		$	393.1		$	4,033.1		$	3,818.0		$	227.5		$	4,045.5
Net cash provided by operating activities of our continuing operations (b)																			$	2,730.1		$	2,462.5
Cash payments for direct acquisition and disposition costs	6.9			2.8			9.7			26.8			62.7			89.5			14.0			6.9
Expenses financed by an intermediary (a)	1,067.1			56.9			1,124.0			605.9			1.1			607.0
Capital expenditures	(1,377.4		)	(447.5		)	(1,824.9		)	(1,602.5		)	(342.5		)	(1,945.0		)
Expenses financed by an intermediary (c)																			1,423.8			952.6
Capital expenditures, net																			(1,142.9		)	(850.7		)
Principal payments on amounts financed by vendors and intermediaries	(2,562.8		)	(52.1		)	(2,614.9		)	(1,796.2		)	—			(1,796.2		)	(3,923.6		)	(2,341.0		)
Principal payments on certain capital leases	(66.7		)	(6.7		)	(73.4		)	(82.2		)	(3.5		)	(85.7		)	(64.0		)	(63.8		)
Adjusted free cash flow	$	707.1		$	(53.5	)	$	653.6		$	969.8		$	(54.7	)	$	915.1		$	(962.6	)	$	166.5

_______________


(a)	Adjusted free cash flow for the nine months ended September 30, 2017 has been restated to reflect our January 1, 2018 adoption of ASU 2016-18.


(b)	Amounts include interest payments related to debt that has been or may be repaid in connection with the completion of the dispositions of UPC Austria and the Vodafone Disposal Group. These interest payments have not been allocated to discontinued operations.

(c)

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

~~Off Balance Sheet Arrangements~~

Contractual Commitments

The following table sets forth the U.S. dollar equivalents of our commitments as of September 30, ~~2017:~~2018:


	Payments due during:														Total		Payments due during:														Total
	Remainder of 2017																Remainder of 2018
	Remainder of 2017		2018		2019		2020		2021		2022		Thereafter				Remainder of 2018		2019		2020		2021		2022		2023		Thereafter
	in millions																in millions

Debt (excluding interest)	$	1,493.0	$	3,004.7	$	428.7	$	352.3	$	2,903.2	$	2,356.1	$	36,311.7	$	46,849.7	$	960.3	$	2,478.9	$	267.7	$	2,358.3	$	727.6	$	465.1	$	21,940.6	$	29,198.5
Capital leases (excluding interest)	46.0		137.1		116.5		108.7		106.8		110.3		791.1		1,416.5		29.7		82.1		74.9		71.5		73.3		75.6		256.1		663.2
Network and connectivity commitments	478.2		516.5		378.5		285.2		266.1		74.7		924.7		2,923.9		274.2		361.0		288.5		252.0		65.5		49.1		783.3		2,073.6
Programming commitments	332.6		1,134.3		647.7		282.1		96.9		48.7		63.5		2,605.8		254.8		872.3		551.3		274.6		44.0		14.5		46.1		2,057.6
Purchase commitments	721.9		367.9		283.4		198.0		85.5		25.8		64.3		1,746.8		431.0		311.0		186.5		49.9		21.2		17.5		38.5		1,055.6
Operating leases	41.4		130.1		108.4		87.2		70.0		57.9		216.3		711.3		35.8		110.7		80.1		61.2		48.4		41.4		155.2		532.8
Other commitments	15.3		30.6		14.7		9.3		8.3		8.3		7.8		94.3		10.0		19.2		2.8		0.4		0.2		—		—		32.6
Total (a)	$	3,128.4	$	5,321.2	$	1,977.9	$	1,322.8	$	3,536.8	$	2,681.8	$	38,379.4	$	56,348.3	$	1,995.8	$	4,235.2	$	1,451.8	$	3,067.9	$	980.2	$	663.2	$	23,219.8	$	35,613.9
Projected cash interest payments on debt and capital lease obligations (b):
Liberty Global Group	$	333.2	$	1,875.6	$	1,791.9	$	1,782.8	$	1,743.4	$	1,653.3	$	4,736.6	$	13,916.8
LiLAC Group	76.6		369.8		367.8		346.7		343.0		312.2		591.1		2,407.2
Total	$	409.8	$	2,245.4	$	2,159.7	$	2,129.5	$	2,086.4	$	1,965.5	$	5,327.7	$	16,324.0
Projected cash interest payments on debt and capital lease obligations (b)																	$	176.0	$	1,250.7	$	1,318.6	$	1,271.2	$	1,202.6	$	1,167.9	$	3,417.7	$	9,804.7

_______________

(a)

The commitments included in this table do not reflect any liabilities that are included in our September 30, ~~2017~~2018 condensed consolidated balance sheet other than debt and capital lease obligations. Our liability for uncertain tax positions in the various jurisdictions in which we operate ($~~436.5~~622.5 million at September 30, ~~2017)~~2018) 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 September 30, ~~2017.~~2018. These amounts are presented for illustrative purposes only and will likely differ from the actual cash payments required in future periods. In addition, the amounts presented do not include the impact of our interest rate derivative contracts, deferred financing costs, original issue premiums or discounts.

For information concerning our debt and capital lease obligations, see note 89 to our condensed consolidated financial statements. For information concerning our commitments, see note 1415 to our condensed 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 benefit plans and similar agreements, pursuant to which we expect to make payments in future periods. For information regarding projected cash flows associated with ~~our~~these derivative instruments, see Quantitative and Qualitative Disclosures about Market Risk — Projected Cash Flows Associated with Derivative Instruments below. For information regarding our derivative instruments, including the net cash paid or received in connection with these instruments during the nine months ended September 30, ~~2017~~2018 and ~~2016~~2017, see note 56 to our condensed consolidated financial statements.


Item 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

General

~~The information in this section should be read in conjunction with the more complete discussion that appears under~~ ~~Quantitative and Qualitative Disclosures About Market Risk~~ ~~in our 10-K. The following discussion updates selected numerical information to~~ ~~September 30, 2017~~.

We are exposed to market risk in the normal course of our business operations due to our investments in various foreign countries and ongoing investing and 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 have established policies, procedures and processes governing our management of market risks and the use of derivative instruments to manage our exposure to such risks.

The information in this section should be read in conjunction with the more complete discussion that appears under Quantitative and Qualitative Disclosures About Market Risk in our 10-K. The following discussion updates selected numerical information to September 30, 2018.

Unless otherwise indicated, convenience translations into U.S. dollars are calculated as of September 30, 2018.

Cash

We invest our cash in highly liquid instruments that meet high credit quality standards. We are exposed to exchange rate risk to the extent that the denominations of our cash and cash equivalent balances, revolving lines of credit and other short-term sources of liquidity do not correspond to the denominations of our and our subsidiaries’ short-term liquidity requirements. In order to mitigate this risk, we actively manage the denominations of our cash balances in light of our and our subsidiaries’ forecasted liquidity requirements. At September 30, ~~2017, $1,114.3~~2018, $406.1 million or ~~52.8% and $687.7~~42.8%, $264.7 million or ~~32.6%~~27.9%, and $230.3 million or 24.3% of our consolidated cash balances were denominated in U.S. dollars, euros andBritish ~~pound~~pounds sterling, respectively.

Foreign Currency ~~Exchange Rates~~Risk

We are exposed to foreign currency exchange rate risk with respect to our consolidated debt in situations where our debt is denominated in a currency other than the functional currency of the operations whose cash flows support our ability to repay or refinance such debt. For information regarding our use of derivative instruments to manage our foreign currency exchange rate risk, see note 6 to our condensed consolidated financial statements.

The relationships between the primary currencies of the countries in which we operate and the U.S. dollar, which is our reporting currency, are shown below, per one U.S. dollar:


	September 30, 2017	December 31, 2016	September 30, 2018	December 31, 2017
Spot rates:
Euro	0.8472	0.9481	0.8610	0.8318
British pound sterling	0.7466	0.8100	0.7668	0.7394
Swiss franc	0.9693	1.0172	0.9764	0.9736
Hungarian forint	263.97	293.29	278.60	258.41
Polish zloty	3.6538	4.1769	3.6875	3.4730
Czech koruna	22.014	25.623	22.197	21.243
Romanian lei	3.8959	4.3077	4.0081	3.8830
Chilean peso	638.65	670.23
Jamaican dollar	129.55	128.77


	Three months ended		Nine months ended		Three months ended		Nine months ended
	September 30,		September 30,		September 30,		September 30,
	2017	2016	2017	2016	2018	2017	2018	2017
Average rates:
Euro	0.8514	0.8961	0.8979	0.8957	0.8598	0.8514	0.8374	0.8979
British pound sterling	0.7643	0.7616	0.7845	0.7193	0.7674	0.7643	0.7405	0.7845
Swiss franc	0.9629	0.9758	0.9839	0.9797	0.9836	0.9629	0.9722	0.9839
Hungarian forint	260.96	278.79	277.57	279.65	278.67	260.96	265.96	277.57
Polish zloty	3.6255	3.8891	3.8377	3.9040	3.7004	3.6255	3.5588	3.8377
Czech koruna	22.217	24.221	23.902	24.221	22.115	22.217	21.421	23.902
Romanian lei	3.9018	4.0002	4.0944	4.0181	3.9951	3.9018	3.8960	4.0944
Chilean peso	642.20	661.52	654.02	679.85
Jamaican dollar	128.51	126.98	128.72	123.88

Interest Rate Risks

We are exposed to changes in interest rates primarily as a result of our borrowing activities, which include fixed-rate and variable-rate borrowings by our borrowing groups. Our primary exposure to variable-rate debt is through the EURIBOR-indexed and LIBOR-indexed debt of UPC Holding and Telenet, the LIBOR-indexed debt of Virgin Media, and the variable-rate debt of certain of our other subsidiaries.

In general, we seek to enter into derivative instruments to protect against increases in the interest rates on our variable-rate debt. Accordingly, we have entered into various derivative transactions to reduce exposure to increases in interest rates. We use interest rate derivative contracts to exchange, at specified intervals, the difference between fixed and variable interest rates calculated by reference to an agreed-upon notional principal amount. We also use interest rate cap and collar agreements that lock in a maximum interest rate if variable rates rise, but also allow our company to benefit, to a limited extent in the case of collars, from declines in market rates. At ~~September 30, 2017~~, we effectively paid a fixed interest rate on substantially all of our debt. The final maturity dates of our 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 costs and benefits of different maturity profiles in light of current and expected future market conditions, liquidity issues and other factors. For additional information concerning the impacts of these interest rate derivative instruments, see note 56 to our condensed consolidated financial statements.

In July 2017, the U.K. Financial Conduct Authority (the authority that regulates LIBOR) announced that it intends to stop compelling banks to submit rates for the calculation of LIBOR after 2021. Currently, it is not possible to predict the exact transitional arrangements for calculating applicable reference rates that may be made in the U.K., the U.S., the Eurozone or elsewhere given that a number of outcomes are possible, including the cessation of the publication of one or more reference rates. Our loan documents contain provisions that contemplate alternative calculations of the base rate applicable to our LIBOR-indexed debt to the extent LIBOR is not available, which alternative calculations we do not anticipate will be materially different from what would have been calculated under LIBOR. Additionally, no mandatory prepayment or redemption provisions would be triggered under our loan documents in the event that the LIBOR rate is not available. It is possible, however, that any new reference rate that applies to our LIBOR-indexed debt could be different than any new reference rate that applies to our LIBOR-indexed derivative instruments. We anticipate managing this difference and any resulting increased variable-rate exposure through modifications to our debt and/or derivative instruments, however future market conditions may not allow immediate implementation of desired modifications and/or the company may incur significant associated costs.

Weighted Average Variable Interest Rate. At September 30, 2018, the outstanding principal amount of our variable-rate indebtedness aggregated $10.9 billion, and the weighted average interest rate (including margin) on such variable-rate indebtedness was approximately 4.2%, excluding the effects of interest rate derivative contracts, deferred financing costs, original issue premiums or discounts and commitment fees, all of which affect our overall cost of borrowing. 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 variable interest rate would increase (decrease) our annual consolidated interest expense and cash outflows by $54.5 million. As discussed above and in note 6 to our consolidated 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 rates applicable to our indebtedness to the extent and during the period that principal amounts are matched with interest rate derivative contracts.

Sensitivity Information

Information concerning the sensitivity of the fair value of certain of our more significant derivative instruments to changes in market conditions is set forth below. The potential changes in fair value set forth below do not include any amounts associated with the remeasurement of the derivative asset or liability into the applicable functional currency. For additional information, see notes 56 and 67 to our condensed consolidated financial statements.

Virgin Media Cross-currency and Interest Rate Derivative Contracts

Holding all other factors constant, at September 30, ~~2017~~2018:, 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£571 million ($745 million).


~~(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~~£608 million ($814 million);~~


~~(ii)~~	an instantaneous increase (decrease) in the relevant base rate of 50 basis points (0.50%) would have increased (decreased) the aggregate fair value of the Virgin Media cross-currency and interest rate derivative contracts by approximately £136 million ($182 million); and


~~(iii)~~	an instantaneous increase (decrease) of 10% in the value of the euro relative to the U.S. dollar would have decreased (increased) the aggregate fair value of the Virgin Media cross-currency derivative contracts by approximately £37 million ($50 million).

UPC Holding Cross-currency and Interest Rate Derivative Contracts

Holding all other factors constant, at September 30, ~~2017~~2018:


(i)	an instantaneous increase (decrease) of 10% in the value of the Swiss franc, Polish zloty, Hungarian forint, Czech koruna and Romanian lei relative to the euro would have decreased (increased) the aggregate fair value of the UPC Holding cross-currency and interest rate derivative contracts by approximately ~~€503~~€466 million ($~~594~~541 million);


(ii)	an instantaneous increase (decrease) of 10% in the value of the euro relative to the U.S. dollar would have decreased (increased) the aggregate fair value of the UPC Holding cross-currency and interest rate derivative contracts by approximately ~~€248~~€275 million ($~~293~~319 million); and


(iii)	an instantaneous increase (decrease) of 10% in the value of the Swiss franc relative to the U.S. dollar would have decreased (increased) the aggregate fair value of the UPC Holding cross-currency and interest rate derivative contracts by approximately €91 million ($~~107 million); and~~


~~(iv)~~	an instantaneous increase (decrease) in the relevant base rate of 50 basis points (0.50%) would have increased (decreased) the aggregate fair value of the UPC Holding cross-currency and interest rate derivative contracts by approximately €49 million ($58 million).

~~Unitymedia~~ ~~Cross-currency and Interest Rate Derivative Contracts~~

~~Holding all other factors constant, at~~ ~~September 30, 2017~~:


~~(i)~~	an instantaneous increase (decrease) of 10% in the value of the euro relative to the U.S. dollar would have decreased (increased) the aggregate fair value of the Unitymedia cross-currency and interest rate derivative contracts by approximately €320 million ($378 million); and


~~(ii)~~	an instantaneous increase (decrease) in the relevant base rate of 50 basis points (0.50%) would have increased (decreased) the aggregate fair value of the Unitymedia cross-currency and interest rate derivative contracts by approximately €38 million ($45106 million).

Telenet Cross-currency and Interest Rate Derivative Contracts ~~and Interest Rate Caps, Collars and Swaps~~

Holding all other factors constant, at September 30, ~~2017:~~2018:


(i)	an instantaneous increase (decrease) of 10% in the value of the euro relative to the U.S. dollar would have decreased (increased) the aggregate fair value of the Telenet cross-currency derivative contracts by approximately ~~€254~~€278 million ($~~300~~323 million);and


(ii)	an instantaneous increase (decrease) in the relevant base rate of 50 basis points (0.50%) would have increased (decreased) the aggregate fair value of the Telenet cross-currency, interest rate cap ~~collar~~ and swap contracts by approximately ~~€131~~€81 million ($~~155~~94 million).

~~VTR Cross-currency Derivative Contracts~~

Holding all other factors constant, at September 30, 2017, 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 108 billion ($169 million).

ITV Collar

Holding all other factors constant, at September 30, ~~2017~~2018, an instantaneous increase (decrease) of 10% in the per share market price of ITV’s ordinary shares would have decreased (increased) the fair value of the ITV Collar by approximately ~~£70~~£62 million ($9381 million).

~~Sumitomo Collar~~

Holding all other factors constant, at September 30, 2017, an instantaneous increase (decrease) of 10% in the per share market price of Sumitomo’s common stock would have decreased (increased) the fair value of the Sumitomo Collar by approximately ¥3 billion ($26 million).

Projected Cash Flows Associated with Derivative Instruments

The following table provides information regarding the projected cash flows associated with our derivative instruments. The U.S. dollar equivalents presented below are based on interest rates and exchange rates that were in effect as of September 30, ~~2017~~2018. These amounts are presented for illustrative purposes only and will likely differ from the actual cash payments required in future periods. For additional information regarding our derivative instruments, see note 56 to our condensed consolidated financial statements.


	Payments (receipts) due during:																					Total			Payments (receipts) due during:																				Total
	Remainder of 2017																								Remainder of 2018
				2018			2019			2020			2021			2022			Thereafter									2019		2020			2021			2022			2023			Thereafter
	in millions																								in millions
Projected derivative cash payments (receipts), net:
Liberty Global Group:
Interest-related (a)	$	(2.9	)	$	15.4		$	36.8		$	(41.1	)	$	(23.8	)	$	(43.2	)	$	56.0		$	(2.8	)	$	(294.2	)	$	90.5	$	(98.0	)	$	(76.4	)	$	(97.5	)	$	(116.3	)	$	(137.4	)	$	(729.3	)
Principal-related (b)	—			0.2			6.0			90.5			(144.2		)	(237.6		)	(905.1		)	(1,190.2		)	(0.7		)	5.9		61.0			(153.1		)	(241.2		)	(151.1		)	(660.2		)	(1,139.4		)
Other (c)	(33.8		)	(6.9		)	41.1			(16.6		)	(339.4		)	(117.6		)	—			(473.2		)	—			—		20.8			29.9			(31.3		)	(388.0		)	(141.7		)	(510.3		)
Total Liberty Global Group	(36.7		)	8.7			83.9			32.8			(507.4		)	(398.4		)	(849.1		)	(1,666.2		)
LiLAC Group:
Interest-related (a)	2.7			43.6			28.2			27.0			26.4			25.6			57.3			210.8
Principal-related (b)	—			—			(2.2		)	—			—			81.6			7.1			86.5
Other (c)	2.6			6.5			—			—			—			—			—			9.1
Total LiLAC Group	5.3			50.1			26.0			27.0			26.4			107.2			64.4			306.4
Total	$	(31.4	)	$	58.8		$	109.9		$	59.8		$	(481.0	)	$	(291.2	)	$	(784.7	)	$	(1,359.8	)	$	(294.9	)	$	96.4	$	(16.2	)	$	(199.6	)	$	(370.0	)	$	(655.4	)	$	(939.3	)	$	(2,379.0	)

_______________


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


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


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


Item 4.	CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

In accordance with Exchange Act Rule 13a-15, we carried out an evaluation, under the supervision and with the participation of management, including our chief executive officer and chief financial officer (the Executives), of the effectiveness of our disclosure controls and procedures as of September 30, ~~2017~~2018. In designing and evaluating the disclosure controls and procedures, the Executives recognize that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is necessarily required to apply judgment in evaluating the cost-benefit relationship of possible controls and objectives. Based on that evaluation, the Executives concluded that our disclosure controls and procedures ~~are effective~~ as of September 30, ~~2017~~2018~~, to~~ effectively provide reasonable assurance that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms.

Changes in Internal Controls over Financial Reporting

There have been no changes in our internal controls over financial reporting identified in connection with the evaluation described above that occurred during the fiscal quarter covered by this Quarterly Report on Form 10-Q that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

PART II — OTHER INFORMATION

Unless otherwise defined herein, the capitalized terms used in Part II of this Quarterly Report on Form 10-Q are defined in the notes to our condensed consolidated financial statements.


Item 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS


(c)	Issuer Purchases of Equity Securities

The following table sets forth information concerning our company’s purchase of its own equity securities during the three months ended September 30, ~~2017:~~2018:


Period		Total number of shares purchased	Average price paid per share (a)		Total number of shares purchased as part of publicly announced plans or programs	Approximate dollar value of shares that may yet be purchased under the plans or programs		Total number of shares purchased	Average price paid per share (a)		Total number of shares purchased as part of publicly announced plans or programs	Approximate dollar value of shares that may yet be purchased under the plans or programs

Liberty Global Shares:
July 1, 2017 through July 31, 2017:
July 1, 2018 through July 31, 2018:							July 1, 2018 through July 31, 2018:
Class A	Class A	1,740,100	$	32.45	1,740,100	(b)	Class A	830,000	$	29.07	830,000	(b)
Class C	Class C	2,514,900	$	31.86	2,514,900	(b)	Class C	3,745,400	$	27.32	3,745,400	(b)
August 1, 2017 through August 31, 2017:
August 1, 2018 through August 31, 2018:							August 1, 2018 through August 31, 2018:
Class A	Class A	1,085,800	$	34.02	1,085,800	(b)	Class A	2,231,100	$	27.18	2,231,100	(b)
Class C	Class C	3,148,151	$	33.09	3,148,151	(b)	Class C	3,280,200	$	26.84	3,280,200	(b)
September 1, 2017 through September 30, 2017:
September 1, 2018 through September 30, 2018:							September 1, 2018 through September 30, 2018:
Class C							Class C	4,421,000	$	27.09	4,421,000	(b)
Total — July 1, 2018 through September 30, 2018:							Total — July 1, 2018 through September 30, 2018:
Class A	Class A	2,614,800	$	33.52	2,614,800	(b)	Class A	3,061,100	$	27.74	3,061,100	(b)
Class C	Class C	1,174,400	$	32.50	1,174,400	(b)	Class C	11,446,600	$	27.10	11,446,600	(b)
Total Liberty Global Shares — July 1, 2017 through September 30, 2017:
Class A		5,440,700	$	33.27	5,440,700	(b)
Class C		6,837,451	$	32.54	6,837,451	(b)

LiLAC Shares:
July 1, 2017 through July 31, 2017:
Class A		209,556	$	24.46	209,556	(c)
Class C		—	$	—	—	(c)
August 1, 2017 through August 31, 2017:
Class A		191,342	$	26.37	191,342	(c)
Class C		—	$	—	—	(c)
September 1, 2017 through September 30, 2017:
Class A		84,235	$	25.74	84,235	(c)
Class C		—	$	—	—	(c)
Total LiLAC Shares — July 1, 2017 through September 30, 2017:
Class A		485,133	$	25.44	485,133	(c)
Class C		—	$	—	—	(c)

_______________


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


(b)	At September 30, ~~2017~~2018, the remaining amount authorized for share repurchases ~~of Liberty Global Shares~~ was ~~$367.7~~$891.0 million.


~~(c)~~	~~At September 30, 2017, the remaining amount authorized for repurchases of LiLAC Shares was $225.5 million.~~

~~ITEM 5. OTHER INFORMATION~~

~~Information Regarding Internal Separations in Preparation for the Split-off~~

In anticipation of and to facilitate the Split-off, under which Liberty Global will split-off its Latin American and Caribbean businesses, Liberty Global is planning to separate these businesses through a series of transactions that are intended to be tax-efficient from a United States perspective.

Liberty Global’s separation of its Latin American and Caribbean businesses is expected to consist of two phases: (i) a series of internal transactions undertaken by Liberty Global and its direct and indirect subsidiaries to separate the Latin American and Caribbean businesses that comprise Liberty Global’s LiLAC Group, including multiple distributions intended to qualify as tax-free spin-offs for U.S. tax purposes under Section 355 of the Internal Revenue Code followed by (ii) an external split-off by Liberty Global of the stock of a newly-formed corporation owning the LiLAC Group businesses to the current Liberty Global shareholders owning LiLAC Shares (i.e., the Split-off) in a distribution that is intended to qualify as a tax-free spinoff for U.S. tax purposes under Section 355 of the Internal Revenue Code.

~~In addition, Liberty Global is planning for the internal separation of LiLAC Communications through a series of transactions (collectively, the~~ ~~U.S. Internal Restructuring) that are intended to qualify as tax-free spin-offs for U.S. tax purposes under Section 355 of the Internal Revenue Code.~~

The Liberty Global subsidiaries or their successors that are anticipated to be distributing corporations under Section 355 in the U.S. Internal Restructuring include LGI International Inc. and Liberty Global, Inc.


Item 6.	EXHIBITS

Listed below are the exhibits filed as part of this Quarterly Report (according to the number assigned to them in Item 601 of Regulation S-K):



4 — Instruments Defining the Rights of Securities Holders, including Indentures:

4.1		Additional Facility ~~Joinder~~AN2 Accession Agreement dated ~~July 24, 2017~~August 8, 2018, and entered into between, among others ~~Sable International Finance Limited, Coral-US Co-Borrower~~Telenet Financing USD LLC as Borrower, Telenet BVBA as a Guarantor and The Bank of Nova Scotia as the Facility Agent (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form ~~8-K~~8-K/A filed ~~July 28, 2017~~August 29, 2018 (File No. 001-35961) (the August 2018 8-K/A)).

4.2		~~Amended and Restated Telenet Credit~~Additional Facility AO2 Accession Agreement dated August ~~10, 2017,~~8, 2018 and entered into between, among others, Telenet International Finance S.à r.l. as the Borrower, Telenet BVBA as ~~original borrower,~~a Guarantor and The Bank of Nova Scotia as ~~senior agent and KBC Bank NV as security agent (incorporated by reference to Exhibit 4.1 to~~ the ~~Registrant’s Current Report on Form 8-K filed August 16, 2017 (File No. 001-35961)).~~

~~4.3~~		Indenture dated August 16, 2017, by and among C&W Senior Financing Designated Activity Company as issuer, The Bank of New York Mellon, London Branch, as trustee, principal paying agent and security trustee and The Bank of New York Mellon as paying agent, transfer agent and registrar in New York, relating to $700.0 million aggregate principal amount of 6.875% senior notes due 2027 (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed August 16, 2017 (File No. 001-35961)).

~~4.4~~		~~Additional~~ Facility AR Accession Agreement dated October 13, 2017 and entered into between, among others, UPC Financing Partnership, UPC Broadband Holding B.V. and The Bank of Nova Scotia (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed October 19, 2017 (File No. 001-35961) (the October 19, 2017 8-K)).

~~4.5~~		~~Additional Facility AS Accession Agreement dated October 13, 2017 and entered into between, among others, UPC Broadband Holding B.V. and The Bank of Nova Scotia~~Agent (incorporated by reference to Exhibit 4.2 to the ~~October 19, 2017 8-K).~~



~~4.6~~		Amendment and Restatement Agreement dated June 19, 2017 between, among others, Unitymedia Hessen GmbH & Co. KG as original borrower, The Bank of Nova Scotia as Facility Agent and Credit Suisse AG as Security Trustee, London Branch and, attached as a schedule thereto, a copy of the Senior Facilities Agreement, originally dated July 25, 2014, between, among others, Unitymedia Hessen GmbH & Co. KG as original borrower, The Bank of Nova Scotia and Credit Suisse AG, London Branch as amended and restated by the Amendment and Restatement Agreement (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed October 26, 2017 (File No. 001-35961) (the October 26, 2017 8-K).

~~4.7~~		Additional Facility C Accession Agreement dated October 20, 2017 and entered into between, among others, Unitymedia Hessen GmbH & Co. KG, Unitymedia GmbH, The Bank of Nova Scotia as Facility Agent and Credit Suisse AG, London Branch as Security Trustee (incorporated by reference to Exhibit 4.2 to October 26, 2017 8-K.

~~4.8~~		Additional Facility D Accession Agreement dated October 20, 2017 and entered into between, among others, Unitymedia Hessen GmbH & Co. KG, Unitymedia Finance LLC, Unitymedia GmbH, The Bank of Nova Scotia as Facility Agent and Credit Suisse AG, London Branch as Security Trustee (incorporated by reference to Exhibit 4.3 to the October 26, 2017 8-K)August 2018 8-K/A).

31 — Rule 13a-14(a)/15d-14(a) Certification:

31.1		Certification of President and Chief Executive Officer*

31.2		Certification of Executive Vice President and Chief Financial Officer*

32 — Section 1350 Certification**

~~99.1~~		Unaudited Attributed Financial Information*

101.SCH		XBRL Taxonomy Extension Schema Document*

101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document*

101.DEF		XBRL Taxonomy Extension Definition Linkbase*

101.LAB		XBRL Taxonomy Extension Label Linkbase Document*

101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document*

_______________



*	Filed herewith



**	Furnished herewith

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



		LIBERTY GLOBAL PLC

Dated:	November ~~1, 2017~~7, 2018	/s/ MICHAEL T. FRIES
		Michael T. Fries President and Chief Executive Officer

Dated:	November ~~1, 2017~~7, 2018	/s/ CHARLES H.R. BRACKEN
		Charles H.R. Bracken Executive Vice President and Chief Financial Officer

~~EXHIBIT INDEX~~



~~4 — Instruments Defining the Rights of Securities Holders, including Indentures:~~
~~4.1~~		Additional Facility Joinder Agreement dated July 24, 2017 and entered into between, among others, Sable International Finance Limited, Coral-US Co-Borrower LLC and The Bank of Nova Scotia (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed July 28, 2017 (File No. 001-35961)).

~~4.2~~		Amended and Restated Telenet Credit Agreement dated August 10, 2017, between, among others, Telenet BVBA as original borrower, The Bank of Nova Scotia as senior agent and KBC Bank NV as security agent (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed August 16, 2017 (File No. 001-35961)).

~~4.3~~		Indenture dated August 16, 2017, by and among C&W Senior Financing Designated Activity Company as issuer, The Bank of New York Mellon, London Branch, as trustee, principal paying agent and security trustee and The Bank of New York Mellon as paying agent, transfer agent and registrar in New York, relating to $700.0 million aggregate principal amount of 6.875% senior notes due 2027 (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed August 16, 2017 (File No. 001-35961)).

~~4.4~~		Additional Facility AR Accession Agreement dated October 13, 2017 and entered into between, among others, UPC Financing Partnership, UPC Broadband Holding B.V. and The Bank of Nova Scotia (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed October 19, 2017 (File No. 001-35961) (the October 19, 2017 8-K)).

~~4.5~~		Additional Facility AS Accession Agreement dated October 13, 2017 and entered into between, among others, UPC Broadband Holding B.V. and The Bank of Nova Scotia (incorporated by reference to Exhibit 4.2 to the October 19, 2017 8-K).

~~4.6~~		Amendment and Restatement Agreement dated June 19, 2017 between, among others, Unitymedia Hessen GmbH & Co. KG as original borrower, The Bank of Nova Scotia as Facility Agent and Credit Suisse AG as Security Trustee, London Branch and, attached as a schedule thereto, a copy of the Senior Facilities Agreement, originally dated July 25, 2014, between, among others, Unitymedia Hessen GmbH & Co. KG as original borrower, The Bank of Nova Scotia and Credit Suisse AG, London Branch as amended and restated by the Amendment and Restatement Agreement (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed October 26, 2017 (File No. 001-35961) (the October 26, 2017 8-K).

~~4.7~~		Additional Facility C Accession Agreement dated October 20, 2017 and entered into between, among others, Unitymedia Hessen GmbH & Co. KG, Unitymedia GmbH, The Bank of Nova Scotia as Facility Agent and Credit Suisse AG, London Branch as Security Trustee (incorporated by reference to Exhibit 4.2 to October 26, 2017 8-K.

~~4.8~~		Additional Facility D Accession Agreement dated October 20, 2017 and entered into between, among others, Unitymedia Hessen GmbH & Co. KG, Unitymedia Finance LLC, Unitymedia GmbH, The Bank of Nova Scotia as Facility Agent and Credit Suisse AG, London Branch as Security Trustee (incorporated by reference to Exhibit 4.3 to the October 26, 2017 8-K).

~~31 — Rule 13a-14(a)/15d-14(a) Certification:~~

~~31.1~~		Certification of President and Chief Executive Officer*

~~31.2~~		Certification of Executive Vice President and Chief Financial Officer*

32 — Section 1350 Certification**

~~99.1~~		Unaudited Attributed Financial Information*

~~101.SCH~~		XBRL Taxonomy Extension Schema Document*

~~101.CAL~~		XBRL Taxonomy Extension Calculation Linkbase Document*

~~101.DEF~~		XBRL Taxonomy Extension Definition Linkbase*

~~101.LAB~~		XBRL Taxonomy Extension Label Linkbase Document*

~~101.PRE~~		XBRL Taxonomy Extension Presentation Linkbase Document*

~~_______________~~



*	~~Filed herewith~~



**	~~Furnished herewith~~



	Three months ended September 30, 2016			Nine months ended September 30, 2016
Revenue (in millions):
Liberty Global Group	$	4,313.1		$	13,142.8
LiLAC Group	894.1			2,698.3
Total	$	5,207.2		$	15,841.1

Net earnings (loss) attributable to Liberty Global shareholders (in millions):
Liberty Global Shares	$	(167.7	)	$	(297.6	)
LiLAC Shares	(79.8		)	28.3
Total	$	(247.5	)	$	(269.3	)

Basic and diluted earnings (loss) attributable to Liberty Global shareholders per share:
Liberty Global Shares	$	(0.18	)	$	(0.32	)
LiLAC Shares	$	(0.46	)	$	0.29



	C&W		Liberty Puerto Rico		LiLAC Group - Corporate and other		Total
	in millions

Goodwill (a)	$	117.3	$	—	$	120.9	$	238.2
Property and equipment (b)	18.3		42.0		—		60.3
Other indefinite-lived intangible assets (c)	—		44.1		—		44.1
Total	$	135.6	$	86.1	$	120.9	$	342.6



	January 1, 2017		Acquisitions and related adjustments			Foreign currency translation adjustments			Impairments (a)			September 30, 2017
	in millions
Liberty Global Group:
European Division:
U.K./Ireland	$	7,412.3	$	2.3		$	639.1		$	—		$	8,053.7
Belgium	2,032.7		360.1			262.9			—			2,655.7
Germany	3,013.2		—			358.8			—			3,372.0
Switzerland/Austria	3,443.4		—			214.7			—			3,658.1
Total Western Europe	15,901.6		362.4			1,475.5			—			17,739.5
Central and Eastern Europe	1,144.4		0.9			159.6			—			1,304.9
Total European Division	17,046.0		363.3			1,635.1			—			19,044.4
Corporate and other	17.7		—			—			—			17.7
Total Liberty Global Group	17,063.7		363.3			1,635.1			—			19,062.1
LiLAC Group:
LiLAC Division:
C&W	5,506.1		(182.5		)	(53.1		)	(117.3		)	5,153.2
Chile	397.9		—			19.6			—			417.5
Puerto Rico	277.7		—			—			—			277.7
Total LiLAC Division	6,181.7		(182.5		)	(33.5		)	(117.3		)	5,848.4
Corporate and other (b)	120.9		—			—			(120.9		)	—
Total LiLAC Group	6,302.6		(182.5		)	(33.5		)	(238.2		)	5,848.4
Total	$	23,366.3	$	180.8		$	1,601.6		$	(238.2	)	$	24,910.5



		Limitation on availability
	September 30, 2017				Upon completion of relevant September 30, 2017 compliance reporting requirements
	Borrowing currency		U.S. $ equivalent		Borrowing currency		U.S. $ equivalent
		in millions
Limitation on availability to be borrowed under:
VM Credit Facilities (d)	£	500.0	$	669.7	£	626.6	$	839.3
UPC Holding Bank Facility	€	933.7	$	1,102.1	€	990.1	$	1,168.7

Limitation on availability to be loaned or distributed by:
Unitymedia	€	174.1	$	205.5	€	317.1	$	374.3
C&W	$	607.6	$	607.6	$	696.5	$	696.5



		Redemption price
12-month period commencing April 15:
2022		102.500%
2023		101.250%
2024		100.625%
2025 and thereafter		100.000%



		Redemption price
12-month period commencing January 15:
2021		105.000%
2022		102.500%
2023 and thereafter		100.000%



		Redemption price
12-month period commencing June 15:
2022		101.813%
2023		100.906%
2024		100.453%
2025 and thereafter		100.000%



		Redemption price
12-month period commencing September 15:
2022		103.438%
2023		101.719%
2024		100.859%
2025 and thereafter		100.000%



				LiLAC Group
	Total Liberty Global Group			C&W (c)		VTR			Liberty Puerto Rico			Total LiLAC Group			Total Liberty Global
	in millions
Year ending December 31:
2017 (remainder of year)	$	1,387.0		$	98.7	$	7.3		$	—		$	106.0		$	1,493.0
2018	2,845.7			79.1		79.9			—			159.0			3,004.7
2019	184.8			243.9		—			—			243.9			428.7
2020	313.0			39.3		—			—			39.3			352.3
2021	2,768.2			135.0		—			—			135.0			2,903.2
2022	731.0			775.1		—			850.0			1,625.1			2,356.1
Thereafter	32,272.5			2,546.7		1,400.0			92.5			4,039.2			36,311.7
Total debt maturities	40,502.2			3,917.8		1,487.2			942.5			6,347.5			46,849.7
Premiums, discounts and deferred financing costs, net	(242.3		)	6.4		(22.7		)	(11.9		)	(28.2		)	(270.5		)
Total debt	$	40,259.9		$	3,924.2	$	1,464.5		$	930.6		$	6,319.3		$	46,579.2
Current portion	$	3,881.8		$	160.2	$	87.2		$	—		$	247.4		$	4,129.2
Noncurrent portion	$	36,378.1		$	3,764.0	$	1,377.3		$	930.6		$	6,071.9		$	42,450.0



	Class A ordinary shares			Class C ordinary shares
	Shares repurchased	Average price paid per share (a)		Shares repurchased	Average price paid per share (a)		Total cost (a)
							in millions

Liberty Global Shares	32,697,810	$	33.86	44,810,851	$	33.10	$	2,590.4

LiLAC Shares	2,062,233	$	22.84	285,572	$	22.25	$	53.5



	Class A	Class C

Aggregate number of RSUs:
Liberty Global	616,517	1,219,654
LiLAC	180,279	370,298
Aggregate number of PSUs:
Liberty Global	2,409,091	4,825,099
LiLAC	440,167	880,376



		Redemption price
12-month period commencing October 15:
2022		102.750%
2023		101.375%
2024		100.688%
2025 and thereafter		100.000%



	Three-month period									Nine-month period
	Subscription revenue (a)			Non-subscription revenue			Total			Subscription revenue (a)			Non-subscription revenue			Total
	in millions
Increase in residential cable subscription revenue due to change in:
Average number of RGUs (b)	$	10.3		$	—		$	10.3		$	35.3		$	—		$	35.3
ARPU (c)	6.8			—			6.8			24.0			—			24.0
Decrease in residential cable non-subscription revenue (d)	—			(4.8		)	(4.8		)	—			(5.6		)	(5.6		)
Total increase (decrease) in residential cable revenue	17.1			(4.8		)	12.3			59.3			(5.6		)	53.7
Increase (decrease) in residential mobile revenue (e)	(0.2		)	11.5			11.3			(2.7		)	26.7			24.0
Increase in B2B revenue (f)	3.8			2.5			6.3			10.0			7.0			17.0
Decrease in other revenue	—			(0.7		)	(0.7		)	—			(1.2		)	(1.2		)
Total organic increase	20.7			8.5			29.2			66.6			26.9			93.5
Impact of FX	32.4			2.7			35.1			(4.0		)	(0.9		)	(4.9		)
Total	$	53.1		$	11.2		$	64.3		$	62.6		$	26.0		$	88.6