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 and (ii) foreign currency movements, particularly with respect to borrowings that are denominated in a currency other than the functional currency of the borrowing entity. In this regard, through our subsidiaries, we have entered into various derivative instruments to manage interest rate exposure and foreign currency exposure with respect to the U.S. dollar ($), the euro (€), the British pound sterling (£), the Swiss franc (CHF), the Chilean peso (CLP), the Czech koruna (CZK), the Hungarian forint (HUF), the Polish zloty (PLN) and the Romanian lei (RON). We generally 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.

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



	September 30, 2014						December 31, 2013
	Current		Long-term (a)		Total		Current		Long-term (a)		Total
	in millions
Assets:
Cross-currency and interest rate derivative contracts (b)	$	451.7	$	616.1	$	1,067.8	$	248.4	$	520.8	$	769.2
Equity-related derivative instruments (c)	—		453.3		453.3		—		430.4		430.4
Foreign currency forward contracts	5.8		—		5.8		2.6		—		2.6
Other	0.6		0.7		1.3		1.1		0.9		2.0
Total	$	458.1	$	1,070.1	$	1,528.2	$	252.1	$	952.1	$	1,204.2
Liabilities:
Cross-currency and interest rate derivative contracts (b)	$	1,035.0	$	1,556.9	$	2,591.9	$	727.2	$	2,191.4	$	2,918.6
Equity-related derivative instruments (c)	160.1		60.8		220.9		15.6		101.3		116.9
Foreign currency forward contracts	0.9		—		0.9		8.2		12.0		20.2
Other	0.2		0.2		0.4		0.2		0.6		0.8
Total	$	1,196.2	$	1,617.9	$	2,814.1	$	751.2	$	2,305.3	$	3,056.5

_______________


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

(b)

We consider credit risk in our fair value assessments. As of September 30, 2014 and December 31, 2013, (i) the fair values of our cross-currency and interest rate derivative contracts that represented assets have been reduced by credit risk valuation adjustments aggregating $25.2 million and $9.8 million, respectively, and (ii) the fair values of our cross-currency and interest rate derivative contracts that represented liabilities have been reduced by credit risk valuation adjustments aggregating $102.2 million and $173.0 million, respectively. The adjustments to our derivative assets relate to the credit risk associated with counterparty nonperformance and the adjustments to our derivative liabilities relate to credit risk associated with our own nonperformance. In all cases, the adjustments take into account offsetting liability or asset positions within a given contract. Our determination of credit risk valuation adjustments generally is based on our and our counterparties’ credit risks, as observed in the credit default swap market and market quotations for certain of our subsidiaries’ debt instruments, as applicable. The changes in the credit risk valuation adjustments associated with our cross-currency and interest rate derivative contracts resulted in a net gain (loss) of ($31.2 million) and $85.1 million during the three months ended September 30, 2014 and 2013, respectively, and a net gain (loss) of ($80.1 million) and $39.6 million during the nine months ended September 30, 2014 and 2013, respectively. These amounts are included in realized and unrealized gains (losses) on derivative instruments, net, in our condensed consolidated statements of operations. For further information concerning our fair value measurements, see note 6.

(c)

Our equity-related derivative instruments include the fair value of (i) the Ziggo Collar, as described in note 4, (ii) as of September 30, 2014, the ITV Collar, (iii) the share collar (the Sumitomo Collar) with respect to the Sumitomo shares held by our company and (iv) Virgin Media’s conversion hedges (the Virgin Media Capped Calls) with respect to the VM Convertible Notes, as defined and described in note 8. The fair values of the Ziggo Collar, the ITV Collar and the Sumitomo Collar do not include credit risk valuation adjustments as we have assumed 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 secured borrowing arrangements of the Ziggo Collar, the ITV Collar and the Sumitomo Collar.

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



	Three months ended						Nine months ended
	September 30,						September 30,
	2014			2013			2014			2013
	in millions

Cross-currency and interest rate derivative contracts	$	611.3		$	(727.2	)	$	(94.6	)	$	(384.2	)
Equity-related derivative instruments:
Ziggo Collar	(68.1		)	(65.7		)	(74.0		)	(65.7		)
ITV Collar	(65.2		)	—			(65.2		)	—
Sumitomo Collar	29.0			(34.3		)	13.7			(174.3		)
Virgin Media Capped Calls	0.3			5.8			1.2			(3.8		)
Total equity-related derivative instruments	(104.0		)	(94.2		)	(124.3		)	(243.8		)
Foreign currency forward contracts	21.5			(55.3		)	41.9			(56.4		)
Other	(0.9		)	1.3			(0.3		)	1.1
Total	$	527.9		$	(875.4	)	$	(177.3	)	$	(683.3	)

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 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 classification of these cash inflows (outflows) are as follows:



	Nine months ended
	September 30,
	2014			2013
	in millions
Operating activities	$	(415.5	)	$	(393.4	)
Investing activities	(16.6		)	(66.6		)
Financing activities	(146.7		)	537.0
Total	$	(578.8	)	$	77.0

Counterparty Credit Risk

We are exposed to the risk that the counterparties to our derivative instruments 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. We and our counterparties generally do not post collateral or other security, nor have we entered into master netting arrangements with any of our counterparties. At September 30, 2014, our exposure to counterparty credit risk included derivative assets with an aggregate fair value of $780.9 million.

Details of our Derivative Instruments

In the following tables, we present the details of the various categories of our subsidiaries’ derivative instruments. For each subsidiary, the notional amount of multiple derivative instruments that mature within the same calendar month are shown in the aggregate and interest rates are presented on a weighted average basis. In addition, for derivative instruments that were in effect as of September 30, 2014, we present a single date that represents the applicable final maturity date. For derivative instruments that become effective subsequent to September 30, 2014, we present a range of dates that represents the period covered by the applicable derivative instruments.

Cross-currency and Interest Rate Derivative Contracts

Cross-currency Swaps:

The terms of our outstanding cross-currency swap contracts at September 30, 2014 are as follows:



Subsidiary / Final maturity date	Notional amount due from counterparty		Notional amount due to counterparty		Interest rate due from counterparty	Interest rate due to counterparty
	in millions

Virgin Media Investment Holdings Limited (VMIH), a subsidiary of Virgin Media:
February 2022	$	1,400.0	£	873.6	5.01%	5.49%
June 2020	$	1,384.6	£	901.4	6 mo. LIBOR + 2.75%	6 mo. GBP LIBOR + 3.18%
October 2020	$	1,370.4	£	881.6	6 mo. LIBOR + 2.75%	6 mo. GBP LIBOR + 3.10%
January 2021	$	500.0	£	308.9	5.25%	6 mo. GBP LIBOR + 2.06%
January 2022	$	425.0	£	255.8	5.50%	5.82%
October 2014	$	330.0	£	199.4	8.38%	9.08%
October 2014 - October 2022	$	330.0	£	199.4	6.00%	6.44%
April 2019	$	291.5	£	186.2	5.38%	5.49%
October 2019	$	170.0	£	102.9	8.38%	9.05%
November 2016 (a)	$	55.0	£	27.7	6.50%	7.03%
October 2019 - October 2022	$	50.0	£	30.7	6.00%	5.75%
UPC Broadband Holding BV (UPC Broadband Holding), a subsidiary of UPC Holding:
July 2018	$	525.0	€	396.3	6 mo. LIBOR + 1.99%	6.25%
December 2014	$	340.0	€	244.6	6 mo. LIBOR	6 mo. EURIBOR



Subsidiary / Final maturity date	Notional amount due from counterparty		Notional amount due to counterparty		Interest rate due from counterparty	Interest rate due to counterparty
	in millions

January 2020	$	327.5	€	249.5	6 mo. LIBOR + 4.92%	7.52%
January 2015 - July 2021	$	312.0	€	240.0	6 mo. LIBOR + 2.50%	6 mo. EURIBOR + 2.87%
January 2015	$	300.0	€	226.5	6 mo. LIBOR + 1.75%	5.78%
October 2020	$	300.0	€	219.1	6 mo. LIBOR + 3.00%	6 mo. EURIBOR + 3.04%
January 2017 - July 2021	$	262.1	€	194.1	6 mo. LIBOR + 2.50%	6 mo. EURIBOR + 2.51%
November 2019	$	250.0	€	181.5	7.25%	7.74%
November 2021	$	250.0	€	181.4	7.25%	7.50%
December 2014 - July 2018	$	200.0	€	151.0	6 mo. LIBOR + 3.00%	7.31%
January 2020	$	197.5	€	150.5	6 mo. LIBOR + 4.92%	6 mo. EURIBOR + 4.91%
July 2021	$	128.0	€	97.2	6 mo. LIBOR + 2.50%	6 mo. EURIBOR + 2.90%
January 2015 - July 2018	$	100.0	€	75.4	6 mo. LIBOR + 1.75%	5.77%
January 2015 - July 2021	$	405.9	CHF	373.1	6 mo. LIBOR + 2.50%	6 mo. CHF LIBOR + 2.63%
December 2016	$	340.0	CHF	370.9	6 mo. LIBOR + 3.50%	6 mo. CHF LIBOR + 4.01%
January 2017 - July 2021	$	300.0	CHF	278.3	6 mo. LIBOR + 2.50%	6 mo. CHF LIBOR + 2.46%
November 2019	$	250.0	CHF	226.8	7.25%	6 mo. CHF LIBOR + 5.01%
January 2020	$	225.0	CHF	206.3	6 mo. LIBOR + 4.81%	5.44%
January 2015	$	171.5	CHF	187.1	6 mo. LIBOR + 2.75%	6 mo. CHF LIBOR + 2.95%
December 2014	$	340.0	CLP	181,322.0	6 mo. LIBOR + 1.75%	8.76%
July 2020	$	201.5	RON	489.3	6 mo. LIBOR + 3.50%	11.34%
January 2015	€	898.4	CHF	1,466.0	6 mo. EURIBOR + 1.68%	6 mo. CHF LIBOR + 1.94%
January 2015 - January 2021	€	720.8	CHF	877.0	6 mo. EURIBOR + 2.50%	6 mo. CHF LIBOR + 2.62%
January 2015 - September 2022	€	383.8	CHF	477.0	6 mo. EURIBOR + 2.00%	6 mo. CHF LIBOR + 2.22%
January 2015 - January 2017	€	360.4	CHF	589.0	6 mo. EURIBOR + 3.75%	6 mo. CHF LIBOR + 3.94%
April 2018	€	285.1	CHF	346.7	10.51%	9.87%
January 2020	€	175.0	CHF	258.6	7.63%	6.76%
July 2020	€	107.4	CHF	129.0	6 mo. EURIBOR + 3.00%	6 mo. CHF LIBOR + 3.28%
January 2017	€	75.0	CHF	110.9	7.63%	6.98%
December 2014	€	134.2	CLP	107,800.0	6 mo. EURIBOR + 2.00%	10.00%
December 2015	€	69.1	CLP	53,000.0	3.50%	5.75%
January 2015	€	365.8	CZK	10,521.8	5.48%	5.99%
January 2015 - January 2020	€	318.9	CZK	8,818.7	5.58%	5.44%
January 2015 - January 2017	€	60.0	CZK	1,703.1	5.50%	6.99%
July 2017	€	39.6	CZK	1,000.0	3.00%	3.75%



Subsidiary / Final maturity date	Notional amount due from counterparty		Notional amount due to counterparty		Interest rate due from counterparty	Interest rate due to counterparty
	in millions

January 2015	€	260.0	HUF	75,570.0	5.50%	9.40%
January 2015 - January 2017	€	260.0	HUF	75,570.0	5.50%	10.56%
December 2016	€	150.0	HUF	43,367.5	5.50%	9.20%
July 2018	€	78.0	HUF	19,500.0	5.50%	9.15%
January 2015	€	400.5	PLN	1,605.6	5.50%	7.50%
January 2015 - January 2017	€	245.0	PLN	1,000.6	5.50%	9.03%
September 2016	€	200.0	PLN	892.7	6.00%	8.19%
January 2015 - January 2020	€	144.6	PLN	605.0	5.50%	7.98%
July 2017	€	82.0	PLN	318.0	3.00%	5.60%
December 2014	CLP 181,322.0		$	340.0	8.76%	6 mo. LIBOR + 1.75%
December 2014	CLP 107,800.0		EUR	134.2	10.00%	6 mo. EURIBOR + 2.00%
December 2015	CLP 53,000.0		EUR	69.1	5.75%	3.50%
Unitymedia Hessen GmbH & Co. KG (Unitymedia Hessen), a subsidiary of Unitymedia KabelBW:
January 2021	$	797.1	€	546.5	5.50%	5.60%
March 2019	$	459.3	€	326.5	7.50%	7.98%
January 2023	$	202.9	€	141.7	5.50%	5.33%
VTR GlobalCom:
January 2022	$	1,400.0	CLP	760,340.0	6.88%	10.94%

_______________


(a)	Unlike the other cross-currency swaps presented in this table, the identified cross-currency swap does not involve the exchange of notional amounts at the inception and maturity of the instrument. Accordingly, the only cash flows associated with this instrument are interest payments and receipts.

Interest Rate Swaps:

The terms of our outstanding interest rate swap contracts at September 30, 2014 are as follows:



Subsidiary / Final maturity date	Notional amount		Interest rate due from counterparty	Interest rate due to counterparty
	in millions
VMIH:
October 2018	£	2,155.0	6 mo. GBP LIBOR	1.52%
January 2021	£	650.0	5.50%	6 mo. GBP LIBOR + 1.84%
January 2021	£	650.0	6 mo. GBP LIBOR + 1.84%	3.87%
December 2015	£	600.0	6 mo. GBP LIBOR	2.90%
April 2018	£	300.0	6 mo. GBP LIBOR	1.37%
UPC Broadband Holding:
July 2020	$	1,000.0	6.63%	6 mo. LIBOR + 3.03%
January 2022	$	750.0	6.88%	6 mo. LIBOR + 4.89%
January 2015	€	1,554.0	1 mo. EURIBOR + 3.75%	6 mo. EURIBOR + 3.56%
January 2015	€	1,364.8	6 mo. EURIBOR	3.44%
July 2020	€	750.0	6.38%	6 mo. EURIBOR + 3.16%
January 2015 - January 2021	€	750.0	6 mo. EURIBOR	2.57%
January 2015 - December 2016	€	500.0	6 mo. EURIBOR	4.32%
January 2015 - January 2023	€	290.0	6 mo. EURIBOR	2.79%
December 2015	€	263.3	6 mo. EURIBOR	3.97%
January 2023	€	210.0	6 mo. EURIBOR	2.88%
January 2015 - January 2018	€	175.0	6 mo. EURIBOR	3.74%
January 2015 - July 2020	€	171.3	6 mo. EURIBOR	3.95%
July 2020	€	171.3	6 mo. EURIBOR	4.32%
December 2014	€	107.0	6 mo. EURIBOR	4.73%
January 2015 - November 2021	€	107.0	6 mo. EURIBOR	2.89%
January 2015	CHF	2,380.0	6 mo. CHF LIBOR	2.81%
January 2015 - January 2022	CHF	711.5	6 mo. CHF LIBOR	1.89%
January 2015 - January 2021	CHF	500.0	6 mo. CHF LIBOR	1.65%
January 2015 - January 2018	CHF	400.0	6 mo. CHF LIBOR	2.51%
January 2015 - December 2016	CHF	370.9	6 mo. CHF LIBOR	3.82%
January 2015 - November 2019	CHF	226.8	6 mo. CHF LIBOR + 5.01%	6.88%
Telenet International Finance S.a.r.l (Telenet International), a subsidiary of Telenet:
July 2017 - July 2019	€	600.0	3 mo. EURIBOR	3.29%
August 2015	€	350.0	3 mo. EURIBOR	3.54%
August 2015 - December 2018	€	305.0	3 mo. EURIBOR	2.46%



Subsidiary / Final maturity date	Notional amount		Interest rate due from counterparty	Interest rate due to counterparty
	in millions
December 2015 - June 2021	€	250.0	3 mo. EURIBOR	3.49%
July 2019	€	200.0	3 mo. EURIBOR	3.55%
July 2017	€	150.0	3 mo. EURIBOR	3.55%
July 2017 - December 2018	€	70.0	3 mo. EURIBOR	3.00%
June 2021	€	55.0	3 mo. EURIBOR	2.29%
June 2015	€	50.0	3 mo. EURIBOR	3.55%
December 2017	€	50.0	3 mo. EURIBOR	3.52%
December 2015 - July 2019	€	50.0	3 mo. EURIBOR	3.40%
December 2017 - July 2019	€	50.0	3 mo. EURIBOR	2.99%
July 2017 - June 2021	€	50.0	3 mo. EURIBOR	3.00%
August 2015 - June 2021	€	45.0	3 mo. EURIBOR	3.20%

Interest Rate Caps

Our purchased and sold interest rate cap contracts with respect to EURIBOR at September 30, 2014 are detailed below:



Subsidiary / Final maturity date	Notional amount		EURIBOR cap rate
	in millions
Interest rate caps purchased (a):
Liberty Global Europe Financing BV (LGE Financing), the immediate parent of UPC Holding:
January 2015 - January 2020	€	735.0	7.00%
Telenet International:
June 2015 - June 2017	€	50.0	4.50%
Telenet NV, a subsidiary of Telenet:
December 2017	€	0.8	6.50%
December 2017	€	0.8	5.50%

Interest rate cap sold (b):
UPC Broadband Holding:
January 2015 - January 2020	€	735.0	7.00%

_______________


(a)	Our purchased interest rate caps entitle us to receive payments from the counterparty when EURIBOR exceeds the EURIBOR cap rate.


(b)	Our sold interest rate cap requires that we make payments to the counterparty when EURIBOR exceeds the EURIBOR cap rate.

Interest Rate Collars

Our interest rate collar contracts establish floor and cap rates with respect to EURIBOR on the indicated notional amounts at September 30, 2014, as detailed below:



Subsidiary / Final maturity date	Notional amount		EURIBOR floor rate (a)	EURIBOR cap rate (b)
	in millions
UPC Broadband Holding:
January 2015 - January 2020	€	1,135.0	1.00%	3.54%
Telenet International:
July 2017	€	950.0	2.00%	4.00%

_______________


(a)	We make payments to the counterparty when EURIBOR is less than the EURIBOR floor rate.


(b)	We receive payments from the counterparty when EURIBOR is greater than the EURIBOR cap rate.

Equity-Related Derivative Instruments

ITV Collar and Secured Borrowing. In July 2014, our wholly-owned subsidiary, Liberty Global Incorporated Limited (Liberty Global Limited) entered into the ITV Collar with respect to all 259,820,065 of our ITV shares. The ITV Collar is comprised of (i) purchased put options exercisable by Liberty Global Limited and (ii) written call options exercisable by the counterparty. The ITV Collar effectively hedges the value of our investment in ITV shares from significant losses due to market price decreases below the put option price while retaining a portion of the gains from market price increases up to the call option price. For additional information regarding our investment in ITV, see note 4.

The ITV Collar and related agreements also provided Liberty Global Limited with the ability to effectively finance the purchase of its ITV shares pursuant to the ITV Collar Loan. In this regard, in July 2014, we borrowed £446.9 million ($764.5 million at the transaction date) under the ITV Collar Loan. At September 30, 2014, borrowings under the ITV Collar Loan were secured by all 259,820,065 of our ITV shares, which have been placed into a custody account. The ITV Collar Loan was issued at a discount with a zero coupon rate and an average implied yield of 173 basis points (1.73%). The ITV Collar Loan, which has an average maturity of three years and contains no financial covenants, provides for customary representations and warranties, events of default and certain adjustment and termination events. Under the terms of the ITV Collar, the counterparty has the right to re-use the pledged ITV shares held in the custody account, but we have the right to recall the shares that are re-used by the counterparty subject to certain costs. In addition, the counterparty retains dividends on the ITV shares that the counterparty would need to borrow from the custody account to hedge its exposure under the ITV Collar (an estimated 205 million shares at September 30, 2014).

Foreign Currency Forwards

The following table summarizes our outstanding foreign currency forward contracts at September 30, 2014:



Subsidiary	Currency purchased forward		Currency sold forward		Maturity dates
	in millions

LGE Financing	$	301.4	€	236.5	October 2014
LGE Financing	£	52.5	€	67.2	October 2014
UPC Broadband Holding	$	1.5	CZK	29.8	October 2014 - March 2015
UPC Broadband Holding	€	30.6	CHF	37.3	October 2014 - September 2015
UPC Broadband Holding	€	9.0	CZK	244.5	October 2014 - March 2015
UPC Broadband Holding	€	8.2	HUF	2,550.0	October 2014 - March 2015
UPC Broadband Holding	€	24.0	PLN	102.4	October 2014 - March 2015
UPC Broadband Holding	£	2.1	€	2.5	October 2014 - March 2015
UPC Broadband Holding	CHF	22.0	€	18.2	October 2014
UPC Broadband Holding	CZK	300.0	€	10.9	October 2014
UPC Broadband Holding	HUF	4,500.0	€	14.5	October 2014
UPC Broadband Holding	PLN	55.0	€	13.2	October 2014
UPC Broadband Holding	RON	33.5	€	7.6	October 2014
Telenet NV	$	10.5	€	7.7	October 2014 - December 2014
VTR GlobalCom	$	28.2	CLP	16,248.6	October 2014 - September 2015