Debt and Capital Lease Obligations

The U.S. dollar equivalents of the components of our consolidated debt and capital lease obligations are as follows:



	September 30, 2014										Carrying value (d)
	Weighted average interest rate (a)		Unused borrowing capacity (b)				Estimated fair value (c)				Carrying value (d)
	Weighted average interest rate (a)		Borrowing currency		U.S. $ equivalent		September 30, 2014		December 31, 2013		September 30, 2014			December 31, 2013
			in millions
Debt:
VM Notes	6.11	%	—		$	—	$	8,384.5	$	9,188.7	$	8,272.5		$	9,150.1
VM Credit Facility	3.77	%	£	660.0	1,070.6		4,821.2		4,388.9		4,887.9			4,352.8
VM Convertible Notes (e)	6.50	%	—		—		159.8		164.1		57.0			57.5
UPCB SPE Notes	6.88	%	—		—		4,322.4		4,536.5		4,075.2			4,219.5
UPC Broadband Holding Bank Facility	3.57	%	€	1,016.2	1,283.4		3,238.5		5,717.8		3,261.0			5,671.4
UPC Holding Senior Notes (f)	7.16	%	—		—		2,719.3		3,297.4		2,495.1			3,099.2
Unitymedia KabelBW Notes	6.87	%	—		—		7,624.4		8,058.2		7,130.7			7,651.9
Unitymedia KabelBW Revolving Credit Facilities	—		€	500.0	631.4		—		—		—			—
Telenet SPE Notes	5.93	%	—		—		2,553.9		2,916.5		2,399.5			2,759.2
Telenet Credit Facility	3.42	%	€	322.9	407.8		1,709.6		1,956.9		1,710.2			1,936.9
VTR Finance Senior Secured Notes	6.88	%	—		—		1,451.6		—		1,400.0			—
Sumitomo Collar Loan	1.88	%	—		—		895.7		939.3		859.8			894.3
ITV Collar Loan (g)	1.73	%	—		—		695.2		—		691.2			—
Liberty Puerto Rico Bank Facility	5.20	%	$	40.0	40.0		669.1		666.2		671.9			665.0
Ziggo Collar Loan	0.45	%	—		—		631.8		852.9		626.9			852.6
Ziggo Margin Loan (h)	—		—		—		—		634.3		—			634.3
Vendor financing (i)	3.57	%	—		—		759.0		603.1		759.0			603.1
Other (j)	8.97	%	(k)		196.8		185.9		308.2		185.9			308.2
Total debt	5.48	%			$	3,630.0	$	40,821.9	$	44,229.0	39,483.8			42,856.0

Capital lease obligations:
Unitymedia KabelBW											852.3			952.0
Telenet											427.0			451.2
Virgin Media											298.9			373.5
Other subsidiaries											70.8			71.6
Total capital lease obligations											1,649.0			1,848.3
Total debt and capital lease obligations											41,132.8			44,704.3
Current maturities											(1,669.0		)	(1,023.4		)
Long-term debt and capital lease obligations											$	39,463.8		$	43,680.9

_______________

(a)

Represents the weighted average interest rate in effect at September 30, 2014 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 our interest rate derivative instruments, deferred financing costs, original issue premiums or discounts or commitment fees, all of which affect our overall cost of borrowing. Including the effects of derivative instruments, original issue premiums and discounts and commitment fees, but excluding the impact of financing costs, our weighted average interest rate on our aggregate variable- and fixed-rate indebtedness was 6.5% at September 30, 2014. For information concerning our derivative instruments, see note 5.

(b)

Unused borrowing capacity represents the maximum availability under the applicable facility at September 30, 2014 without regard to covenant compliance calculations or other conditions precedent to borrowing. At September 30, 2014, the full amount of unused borrowing capacity was available to be borrowed under each of the respective subsidiary facilities based on the applicable leverage and other financial covenants, except as noted below. At September 30, 2014, our availability under the UPC Broadband Holding Bank Facility (as defined and described below) was limited to €951.6 million ($1,201.8 million). When the relevant September 30, 2014 compliance reporting requirements have been completed, and assuming no changes from September 30, 2014 borrowing levels, we anticipate that our availability under the UPC Broadband Holding Bank Facility will be limited to €906.7 million ($1,145.1 million). In addition to the limitations noted above, the debt instruments of our subsidiaries contain restricted payment tests that limit the amount that can be loaned or distributed to other Liberty Global subsidiaries and ultimately to Liberty Global. At September 30, 2014, these restrictions did not impact our ability to access the liquidity of our subsidiaries to satisfy our corporate liquidity needs beyond what is described above, except that the availability to be loaned or distributed by Virgin Media was limited to £443.0 million ($718.6 million). When the relevant September 30, 2014 compliance reporting requirements have been completed and assuming no changes from September 30, 2014 borrowing levels, we anticipate that the availability to be loaned or distributed by Virgin Media will be limited to £508.8 million ($825.3 million).

(c)

The estimated fair values of our debt instruments are determined using the average of applicable bid and ask prices (mostly Level 1 of the fair value hierarchy) or, when quoted market prices are unavailable or not considered indicative of fair value, discounted cash flow models (mostly Level 2 of the fair value hierarchy). The discount rates used in the cash flow models are based on the market interest rates and estimated credit spreads of the applicable entity, to the extent available, and other relevant factors. For additional information concerning fair value hierarchies, see note 6.


(d)	Amounts include the impact of premiums and discounts, where applicable.

(e)

The 6.50% convertible senior notes issued by Virgin Media (the VM Convertible Notes) are exchangeable under certain conditions for (subject to further adjustment as provided in the underlying indenture and subject to Virgin Media’s right to settle in cash or a combination of Liberty Global ordinary shares and cash) 13.4339 of our Class A ordinary shares, 33.4963 of our Class C ordinary shares and $910.51 in cash (without interest) for each $1,000 in principal amount of VM Convertible Notes exchanged. The amount reported in the estimated fair value column for the VM Convertible Notes represents the estimated fair value of the remaining VM Convertible Notes outstanding as of September 30, 2014, including both the debt and equity components.

(f)

During April 2014, we used existing cash to fully redeem UPC Holding’s $400.0 million principal amount of 9.875% senior notes due 2018 (the UPC Holding 9.875% Senior Notes). In connection with this transaction, we recognized a loss on debt modification and extinguishment, net, of $41.5 million, which includes (i) the payment of $19.7 million of redemption premium, (ii) the write-off of $17.4 million of unamortized discount and (iii) the write-off of $4.4 million of deferred financing costs.


(g)	For information regarding the ITV Collar Loan, see note 5.

(h)

During the first quarter of 2014, we used existing cash to repay the full amount of the limited recourse margin loan (the Ziggo Margin Loan) that was secured by a portion of our investment in Ziggo. In connection with this transaction, we recognized a loss on debt modification and extinguishment, net, of $2.3 million related to the write-off of deferred financing costs. For information regarding our investment in Ziggo, see note 4.

(i)

Represents amounts owed pursuant to interest-bearing vendor financing arrangements that are used to finance certain of our property and equipment additions. These obligations are generally due within one year. At September 30, 2014 and December 31, 2013, the amounts owed pursuant to these arrangements include $74.4 million and $47.3 million, respectively, of 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.

(j)

The December 31, 2013 amounts include outstanding borrowings of $113.1 million under VTR Wireless’s then-existing CLP 60.0 billion ($100.3 million) term loan bank facility (the VTR Wireless Bank Facility). In January 2014, all outstanding amounts under the VTR Wireless Bank Facility were repaid and the VTR Wireless Bank Facility was cancelled. In connection with this transaction, we recognized a loss on debt modification and extinguishment, net, of $2.0 million related to the write-off of deferred financing costs.

(k)

Unused borrowing capacity relates to the senior secured revolving credit facility of entities within VTR, which includes a $160.0 million U.S. dollar facility (the VTR Dollar Senior Credit Facility) and a CLP 22.0 billion ($36.8 million) Chilean peso facility (the VTR CLP Senior Credit Facility), each of which were undrawn at September 30, 2014. The VTR Dollar Senior Credit Facility and the VTR CLP Senior Credit Facility have fees on unused commitments of 1.1% and 1.34% per year, respectively.

VM Notes

On March 28, 2014, Virgin Media Secured Finance PLC (Virgin Media Secured Finance), a wholly-owned subsidiary of Virgin Media, issued (i) $425.0 million principal amount of 5.5% senior secured notes due January 15, 2025 (the 2025 VM Dollar Senior Secured Notes), (ii) £430.0 million ($697.5 million) principal amount of 5.5% senior secured notes due January 15, 2025 (the 2025 VM Sterling Senior Secured Notes and, together with the 2025 VM Dollar Senior Secured Notes, the 2025 VM Senior Secured Notes) and (iii) £225.0 million ($365.0 million) principal amount of 6.25% senior secured notes due March 28, 2029 (the Original 2029 VM Senior Secured Notes). In April 2014, the net proceeds from the 2025 VM Senior Secured Notes and the Original 2029 VM Senior Secured Notes were used to redeem all of the £875.0 million ($1,419.3 million) principal amount of 7.0% senior secured notes due 2018 (the 2018 VM Sterling Senior Secured Notes). In connection with these transactions, we recognized a gain on debt modification and extinguishment, net, of $5.2 million, which includes (i) the write-off of $61.8 million of unamortized premium, (ii) the payment of $51.3 million of redemption premium and (iii) the write-off of $5.3 million of deferred financing costs.

In April 2014, (i) Virgin Media Secured Finance issued £175.0 million ($283.9 million) principal amount of 6.25% senior secured notes due March 28, 2029 (the Additional 2029 VM Senior Secured Notes and, together with the Original 2029 VM Senior Secured Notes, the 2029 VM Senior Secured Notes) at an issue price of 101.75% and (ii) Virgin Media entered into (a) a new £100.0 million ($162.2 million) term loan (VM Facility D) and (b) a new £849.4 million ($1,377.8 million) term loan (VM Facility E), each under the VM Credit Facility (as defined and described below). In connection with these transactions, (1) certain lenders under the existing £600.0 million ($973.2 million) term loan (VM Facility C) under the VM Credit Facility effectively rolled £500.4 million ($811.7 million) of their drawn commitments under VM Facility C to VM Facilities D and E and (2) the remaining outstanding balance of VM Facility C was repaid with existing liquidity. VM Facilities D and E were fully drawn in May 2014, and the net proceeds, together with the net proceeds from the Additional 2029 VM Senior Secured Notes, were used to fully redeem the $1.0 billion principal amount of 6.5% senior secured notes due 2018 (the 2018 VM Dollar Senior Secured Notes). In connection with these transactions, we recognized a loss on debt modification and extinguishment, net, of $5.4 million, which includes (i) the write-off of $33.9 million of unamortized premium, (ii) the payment of $32.4 million of redemption premium and (iii) the write-off of $6.9 million of deferred financing costs.

The 2025 VM Senior Secured Notes and the 2029 VM Senior Secured Notes are senior obligations of Virgin Media Secured Finance that rank equally with all of the existing and future senior debt of Virgin Media Secured Finance and are senior to all existing and future subordinated debt of Virgin Media Secured Finance. The 2025 VM Senior Secured Notes and the 2029 VM Senior Secured Notes are guaranteed on a senior basis by Virgin Media and certain subsidiaries of Virgin Media (the VM Senior Secured Guarantors) and are secured by liens on substantially all of the assets of Virgin Media Secured Finance and the VM Senior Secured Guarantors (except for Virgin Media).

The 2025 VM Senior Secured Notes and the 2029 VM Senior Secured Notes contain certain customary incurrence-based covenants. For example, the ability to raise certain additional debt and make certain distributions or loans to other subsidiaries of Liberty Global is subject to a Consolidated Net Leverage Ratio test, as defined in the applicable indenture. In addition, the 2025 VM Senior Secured Notes and the 2029 VM Senior Secured Notes provide that any failure to pay principal prior to expiration of any applicable grace period, or any acceleration with respect to other indebtedness of £75.0 million ($121.7 million) or more in the aggregate of VMIH or the Restricted Subsidiaries (as defined in the applicable indenture) is an event of default under the 2025 VM Senior Secured Notes and the 2029 VM Senior Secured Notes.

Subject to the circumstances described below, the 2025 VM Senior Secured Notes are non-callable until January 15, 2019 and the 2029 VM Senior Secured Notes are non-callable until January 15, 2021. At any time prior to January 15, 2019, in the case of the 2025 VM Senior Secured Notes, or January 15, 2021, in the case of the 2029 VM Senior Secured Notes, Virgin Media Secured Finance may redeem some or all of the 2025 VM Senior Secured Notes or the 2029 VM Senior Secured Notes (as applicable) by paying a “make-whole” premium, which is the present value of all remaining scheduled interest payments to January 15, 2019 or January 15, 2021 (as applicable) using the discount rate (as specified in the applicable indenture) as of the redemption date plus 50 basis points.

Virgin Media Secured Finance may redeem some or all of the 2025 VM Senior Secured Notes or the 2029 VM Senior Secured Notes at the following redemption prices (expressed as a percentage of the principal amount) plus accrued and unpaid interest and Additional Amounts (as defined in the applicable indenture), if any, to the applicable redemption date, if redeemed during the twelve-month period commencing on January 15 of the years set forth below:



	Redemption price
Year	2025 VM Senior Secured Notes	2029 VM Senior Secured Notes

2019	102.750%	N.A.
2020	101.833%	N.A.
2021	100.000%	103.125%
2022	100.000%	102.083%
2023	100.000%	101.042%
2024 and thereafter	100.000%	100.000%

If VMIH or the Restricted Subsidiaries (as defined in the applicable indenture) sell certain assets or if Virgin Media Communications Limited (Virgin Media Communications) or certain of its subsidiaries experience specific changes in control, Virgin Media Secured Finance must offer to repurchase the 2025 VM Senior Secured Notes or the 2029 VM Senior Secured Notes at a redemption price of 101%.

VM Credit Facility

The VM Credit Facility, as amended, is the senior secured credit facility of VMIH, together with certain other subsidiaries of Virgin Media. The details of our borrowings under the VM Credit Facility as of September 30, 2014 are summarized in the following table:



Facility	Final maturity date	Interest rate	Facility amount (in borrowing currency)		Unused borrowing capacity		Carrying value (a)
			in millions

A	June 7, 2019	LIBOR + 3.25%	£	375.0	$	—	$	608.2
B	June 7, 2020	LIBOR + 2.75% (b)	$	2,755.0	—		2,743.5
D	June 30, 2022	LIBOR + 3.25% (b)	£	100.0	—		161.8
E	June 30, 2023	LIBOR + 3.50% (b)	£	849.4	—		1,374.4
Revolving facility (c)	June 7, 2019	LIBOR + 3.25%	£	660.0	1,070.6		—
Total					$	1,070.6	$	4,887.9

_______________


(a)	The carrying values of VM Facilities B, D and E include the impact of discounts.


(b)	VM Facilities B, D and E each have a LIBOR floor of 0.75%.


(c)	The revolving facility has a fee on unused commitments of 1.3% per year.

UPC Broadband Holding Bank Facility

The UPC Broadband Holding Bank Facility, as amended, is the senior secured credit facility of UPC Broadband Holding. The details of our borrowings under the UPC Broadband Holding Bank Facility as of September 30, 2014 are summarized in the following table:



Facility	Final maturity date	Interest rate	Facility amount (in borrowing currency) (a)		Unused borrowing capacity (b)		Carrying value (c)
			in millions

V (d)	January 15, 2020	7.625%	€	500.0	$	—	$	631.5
Y (d)	July 1, 2020	6.375%	€	750.0	—		947.2
Z (d)	July 1, 2020	6.625%	$	1,000.0	—		1,000.0
AC (d)	November 15, 2021	7.250%	$	750.0	—		750.0
AD (d)	January 15, 2022	6.875%	$	750.0	—		750.0
AG	March 31, 2021	EURIBOR + 3.75%	€	1,554.4	—		1,959.1
AH	June 30, 2021	LIBOR + 2.50% (e)	$	1,305.0	—		1,301.9
AI	April 30, 2019	EURIBOR + 3.25%	€	1,016.2	1,283.4		—
Elimination of Facilities V, Y, Z, AC and AD in consolidation (d)					—		(4,078.7		)
Total					$	1,283.4	$	3,261.0

_______________


(a)	Except as described in (d) below, amounts represent total third-party facility amounts at September 30, 2014 without giving effect to the impact of discounts.

(b)

At September 30, 2014, our availability under the UPC Broadband Holding Bank Facility was limited to €951.6 million ($1,201.8 million). When the relevant September 30, 2014 compliance reporting requirements have been completed, we anticipate that our availability under the UPC Broadband Holding Bank Facility will be limited to €906.7 million ($1,145.1 million). Facility AI has a fee on unused commitments of 1.3% per year.


(c)	The carrying values of Facilities AG and AH include the impact of discounts.

(d)

Amounts related to certain senior secured notes (the UPCB SPE Notes) issued by special purpose financing entities (the UPCB SPEs) that are consolidated by UPC Holding and Liberty Global. The proceeds from the UPCB SPE Notes were used to fund additional Facilities V, Y, Z, AC and AD, with our wholly-owned subsidiary UPC Financing Partnership as the borrower. Accordingly, the amounts outstanding under Facilities V, Y, Z, AC and AD are eliminated in our condensed consolidated financial statements.


(e)	Facility AH has a LIBOR floor of 0.75%.

In January 2014, VTR Finance B.V. (VTR Finance), our wholly-owned subsidiary, issued $1.4 billion principal amount of 6.875% senior secured notes due January 15, 2024 (the VTR Finance Senior Secured Notes) in connection with the extraction of VTR GlobalCom and certain of its parents and all of its subsidiaries from the UPC Holding credit pool. The net proceeds from the VTR Finance Senior Secured Notes of $1,375.0 million, together with an additional €244.5 million ($334.6 million at the transaction date) of cash loaned from another subsidiary of Liberty Global and €9.3 million ($12.7 million at the transaction date) of cash associated with the settlement of related derivatives, were used to repay all of the outstanding indebtedness under Facilities R, S and AE. In connection with this transaction, we recognized a loss on debt modification and extinguishment, net, of $7.2 million related to the write-off of deferred financing costs.

During the first quarter of 2014, we used existing cash to repay all of the outstanding borrowings under Facility AF. In connection with this transaction, we recognized a loss on debt modification and extinguishment, net, of $9.3 million, including (i) a $4.9 million write-off of an unamortized discount and (ii) a $4.4 million write-off of deferred financing costs.

Unitymedia KabelBW Revolving Credit Facilities

During the third quarter of 2014, Unitymedia Hessen completed the refinancing of its then existing €337.5 million ($426.2 million) and €80.0 million ($101.0 million) revolving credit facilities (the Old Unitymedia KabelBW Revolving Credit Facilities). Pursuant to this refinancing, the respective commitments of the lenders under the Old Unitymedia KabelBW Revolving Credit Facilities were cancelled and Unitymedia Hessen entered into (i) a new €80.0 million ($101.0 million) super senior secured revolving credit facility agreement (the UM Super Senior Secured Facility) and (ii) a new €420.0 million ($530.4 million) senior secured revolving credit facility agreement (the UM Senior Secured Facility and, together with the UM Super Senior Secured Facility, the Unitymedia KabelBW Revolving Credit Facilities). The Unitymedia KabelBW Revolving Credit Facilities were undrawn at September 30, 2014. The UM Super Senior Secured Facility, which is senior to the UM Senior Secured Facility, bears interest at EURIBOR plus a margin of 2.25%, matures in December 2020 and has a fee on unused commitments of 0.9% per year. The UM Senior Secured Facility bears interest at EURIBOR plus a margin of 2.75%, matures in December 2020 and has a fee on unused commitments of 1.1% per year.

In addition to customary restrictive covenants and events of default, the Unitymedia KabelBW Revolving Credit Facilities require compliance with a Consolidated Net Leverage Ratio, as defined in the applicable facility. The terms of the Unitymedia KabelBW Revolving Credit Facilities are substantially the same as those of the respective Old Unitymedia KabelBW Revolving Credit Facilities with regard to ranking, security and change of control.

Telenet Credit Facility

The Telenet Credit Facility, as amended, is the senior secured credit facility of Telenet International. The details of our borrowings under the Telenet Credit Facility as of September 30, 2014 are summarized in the following table:



Facility	Final maturity date	Interest rate	Facility amount (in borrowing currency) (a)		Unused borrowing capacity (b)		Carrying value
			in millions

M (c)	November 15, 2020	6.375%	€	500.0	$	—	$	631.5
O (c)	February 15, 2021	6.625%	€	300.0	—		378.9
P (c)	June 15, 2021	EURIBOR + 3.875%	€	400.0	—		505.2
S	December 31, 2016	EURIBOR + 2.75%	€	36.9	46.6		—
U (c)	August 15, 2022	6.250%	€	450.0	—		568.3
V (c)	August 15, 2024	6.750%	€	250.0	—		315.7
W (d)	June 30, 2022	EURIBOR + 3.25%	€	474.1	—		597.5
X	September 30, 2020	EURIBOR + 2.75%	€	286.0	361.2		—
Y (d)	June 30, 2023	EURIBOR + 3.50%	€	882.9	—		1,112.7
Elimination of Telenet Facilities M, O, P, U and V in consolidation (c)					—		(2,399.6		)
Total					$	407.8	$	1,710.2

_______________


(a)	Except as described in (c) below, amounts represent total third-party facility amounts at September 30, 2014.


(b)	Telenet Facilities S and X have a fee on unused commitments of 1.10% per year.


(c)	As described below, the amounts outstanding under Telenet Facilities M, O, P, U and V are eliminated in Liberty Global’s consolidated financial statements.


(d)	The carrying values of Telenet Facilities W and Y include the impact of discounts.

In April 2014, Telenet entered into Telenet Facility W and Telenet Facility Y. The net proceeds from these issuances, along with available cash and cash equivalents, were used to (i) fully redeem the outstanding amounts under existing Facilities Q, R and T under the Telenet Credit Facility and (ii) fully repay the €100.0 million ($126.3 million) outstanding principal amount under Telenet Facility N to Telenet Finance Luxembourg II S.A. (Telenet Finance II) and, in turn, Telenet Finance II used the proceeds to fully redeem its 5.3% senior secured notes due November 2016 (the Telenet Finance II Notes). Telenet Finance II was a special purpose financing entity that, prior to the redemption of the Telenet Finance II Notes, was consolidated by Telenet. In addition, the commitments under Telenet’s then existing revolving credit facility (Telenet Facility S) were reduced from €158.0 million ($199.5 million) to €36.9 million ($46.6 million) and Telenet entered into Telenet Facility X. In connection with the above transactions, we recognized a loss on debt modification and extinguishment, net, of $11.9 million, including (a) the write-off of $7.1 million of deferred financing costs, (b) the payment of $3.6 million of redemption premium and (c) the write-off of $1.2 million of unamortized discount.

Liberty Puerto Rico Bank Facility

On July 7, 2014, Liberty Puerto Rico entered into (i) a new $530.0 million first lien term loan that matures on January 7, 2022 (the New LPR Term Loan B) and (ii) a new $145.0 million second lien term loan that matures on July 7, 2023 (the New LPR Term Loan C), each under Liberty Puerto Rico’s existing bank credit facility (collectively, the Liberty Puerto Rico Bank Facility). The New LPR Term Loan B and New LPR Term Loan C, each of which were issued at 99.5% of par, bear interest at LIBOR plus 3.50% and LIBOR plus 6.75%, respectively. The net proceeds from these issuances were used to repay all amounts previously outstanding under the Liberty Puerto Rico Bank Facility. Each of the New LPR Term Loan B and New LPR Term Loan C are subject to a LIBOR floor of 1.0%. Also on July 7, 2014, the commitments under Liberty Puerto Rico’s then existing revolving credit facility were cancelled and Liberty Puerto Rico entered into a new $40.0 million revolving credit facility (the New LPR Revolving Loan). The New LPR Revolving Loan, which matures on July 7, 2020 and bears interest at LIBOR plus 3.50%, has a fee on unused commitments of 0.50% or 0.375% depending on the Consolidated Total Net Leverage Ratio (as defined in the Liberty Puerto Rico Bank Facility). In connection with the above transactions, we recognized a loss on debt modification and extinguishment, net, of $9.5 million, including (a) the write-off of $10.4 million of deferred financing costs and (b) the write-off of $0.9 million of unamortized premium.

Ziggo Bridge Facility

On January 27, 2014, LGE HoldCo VI B.V., our wholly-owned subsidiary, entered into a bridge facility agreement (the Ziggo Bridge Facility). The Ziggo Bridge Facility, which was never drawn, was cancelled on February 17, 2014.

Maturities of Debt and Capital Lease Obligations

Maturities of our debt and capital lease obligations as of September 30, 2014 are presented below for the named entity and its subsidiaries, unless otherwise noted. Amounts presented below represent U.S. dollar equivalents based on September 30, 2014 exchange rates:

Debt:



	Virgin Media		UPC Holding (a)			Unitymedia KabelBW			Telenet (b)			Other (c)			Total
	in millions
Year ending December 31:
2014 (remainder of year)	$	57.1	$	101.7		$	22.3		$	9.3		$	631.4		$	821.8
2015	206.4		312.1			77.9			9.3			37.9			643.6
2016	—		—			—			9.3			381.8			391.1
2017	—		—			—			9.3			961.5			970.8
2018	—		—			—			9.3			256.1			265.4
2019	1,526.5		—			2,227.5			21.4			—			3,775.4
Thereafter	11,538.0		9,847.5			4,906.1			4,214.9			2,075.2			32,581.7
Total debt maturities	13,328.0		10,261.3			7,233.8			4,282.8			4,343.9			39,449.8
Unamortized premium (discount)	98.3		(16.2		)	(2.8		)	(3.6		)	(41.7		)	34.0
Total debt	$	13,426.3	$	10,245.1		$	7,231.0		$	4,279.2		$	4,302.2		$	39,483.8
Current portion	$	265.8	$	413.8		$	100.3		$	9.3		$	663.9		$	1,453.1
Noncurrent portion	$	13,160.5	$	9,831.3		$	7,130.7		$	4,269.9		$	3,638.3		$	38,030.7

_______________


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


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


(c)	The debt maturity during the remainder of 2014 includes the $631.9 million (equivalent) principal amount outstanding under the Ziggo Collar Loan. As further described in note 4, the Ziggo Collar Loan will be settled on November 6, 2014. For information regarding our acquisition of Ziggo, see note 3.

Capital lease obligations:



	Unitymedia KabelBW			Telenet			Virgin Media			Other			Total
	in millions
Year ending December 31:
2014 (remainder of year)	$	23.1		$	19.3		$	41.9		$	9.9		$	94.2
2015	92.6			66.5			123.3			17.6			300.0
2016	92.6			66.1			71.9			19.2			249.8
2017	92.6			64.3			30.4			12.4			199.7
2018	92.6			60.8			6.9			5.4			165.7
2019	92.6			50.0			4.6			2.8			150.0
Thereafter	1,008.1			248.9			231.3			22.8			1,511.1
Total principal and interest payments	1,494.2			575.9			510.3			90.1			2,670.5
Amounts representing interest	(641.9		)	(148.9		)	(211.4		)	(19.3		)	(1,021.5		)
Present value of net minimum lease payments	$	852.3		$	427.0		$	298.9		$	70.8		$	1,649.0
Current portion	$	27.7		$	42.3		$	127.7		$	18.2		$	215.9
Noncurrent portion	$	824.6		$	384.7		$	171.2		$	52.6		$	1,433.1

Non-cash Refinancing Transactions

During the nine months ended September 30, 2014 and 2013, certain of our refinancing transactions included non-cash borrowings and repayments of debt aggregating $3,953.2 million and $5,061.5 million, respectively.

Subsequent Events

For information regarding certain financing transactions completed subsequent to September 30, 2014, see note 16.