Debt and Capital Lease Obligations

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



	June 30, 2016										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		June 30, 2016		December 31, 2015		June 30, 2016		December 31, 2015
			in millions
Liberty Global Group:
VM Notes	5.60	%	—		$	—	$	10,711.0	$	10,594.1	$	10,750.2	$	10,551.5
VM Credit Facility (d)	3.79	%	(e)		895.6		3,159.2		3,413.7		3,225.4		3,471.1
Ziggo Credit Facilities (f)	3.68	%	€	800.0	885.8		5,140.2		5,161.0		5,217.0		5,272.0
Ziggo SPE Notes	4.47	%	—		—		1,680.8		1,582.7		1,728.8		1,703.9
Ziggo Notes	6.82	%	—		—		992.4		955.1		902.3		885.4
Unitymedia Notes	5.00	%	—		—		7,809.1		7,631.6		7,667.0		7,682.0
Unitymedia Revolving Credit Facilities	—	%	€	500.0	553.6		—		—		—		—
UPCB SPE Notes (g)	5.81	%	—		—		3,185.9		3,131.7		3,154.4		3,142.0
UPC Holding Senior Notes	6.59	%	—		—		1,627.6		1,601.4		1,520.8		1,491.1
UPC Broadband Holding Bank Facility (g)	3.34	%	€	990.1	1,096.3		1,278.6		1,284.3		1,305.0		1,305.0
Telenet Credit Facility (h)	3.41	%	€	381.0	421.9		3,327.4		1,443.0		3,371.4		1,474.5
Telenet SPE Notes	5.76	%	—		—		1,439.3		2,155.8		1,362.0		2,097.2
Vendor financing (i)	3.33	%	—		—		1,671.8		1,688.9		1,671.8		1,688.9
ITV Collar Loan	1.35	%	—		—		1,421.0		1,547.9		1,436.1		1,594.7
Sumitomo Collar Loan (j)	1.88	%	—		—		750.2		805.6		734.8		787.6
Other (k)	5.51	%	—		—		716.7		395.0		633.8		291.8
Total Liberty Global Group	4.66	%			3,853.2		44,911.2		43,391.8		44,680.8		43,438.7
LiLAC Group:
CWC Notes	7.31	%	—		—		2,275.4		—		2,194.6		—
CWC Credit Facilities	4.71	%	$	310.0	310.0		1,356.9		—		1,364.5		—
VTR Finance Senior Secured Notes	6.88	%	—		—		1,403.5		1,301.1		1,400.0		1,400.0
VTR Credit Facility	—		(l)		193.3		—		—		—		—
Liberty Puerto Rico Bank Facility	5.11	%	$	40.0	40.0		899.2		913.0		942.5		942.5
Vendor financing (i)	6.00	%	—		—		17.5		—		17.5		—
Total LiLAC Group	6.25	%			543.3		5,952.5		2,214.1		5,919.1		2,342.5
Total debt before unamortized premiums, discounts and deferred financing costs	4.85	%			$	4,396.5	$	50,863.7	$	45,605.9	$	50,599.9	$	45,781.2

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



	June 30, 2016			December 31, 2015
	in millions

Total debt before unamortized premiums, discounts and deferred financing costs	$	50,599.9		$	45,781.2
Unamortized premiums (discounts), net	70.2			(46.7		)
Unamortized deferred financing costs	(337.6		)	(308.2		)
Total carrying amount of debt	50,332.5			45,426.3
Capital lease obligations (m)	1,311.5			1,322.8
Total debt and capital lease obligations	51,644.0			46,749.1
Current maturities of debt and capital lease obligations	(2,143.3		)	(2,537.9		)
Long-term debt and capital lease obligations	$	49,500.7		$	44,211.2

_______________

(a)

Represents the weighted average interest rate in effect at June 30, 2016 for all borrowings outstanding pursuant to each debt instrument, including any applicable margin. The interest rates presented represent stated rates and do not include the impact of derivative instruments, 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 financing costs, our weighted average interest rate on our aggregate variable- and fixed-rate indebtedness was 4.9% (including 4.7% for the Liberty Global Group and 6.5% for the LiLAC Group) at June 30, 2016. For information regarding our derivative instruments, see note 4.

(b)

Unused borrowing capacity represents the maximum availability under the applicable facility at June 30, 2016 without regard to covenant compliance calculations or other conditions precedent to borrowing. At June 30, 2016, based on the applicable leverage covenants, the full amount of unused borrowing capacity was available to be borrowed under each of the respective subsidiary facilities, and there were no restrictions on the respective subsidiary's ability to make loans or distributions from this availability to other Liberty Global subsidiaries or Liberty Global, except as shown in the table below. In the following table, for each facility that is subject to limitations on borrowing availability, we present (i) the actual borrowing availability under the respective facility and (ii) for each subsidiary where the ability to make loans or distributions from this availability is limited, the amount that can be loaned or distributed to other Liberty Global subsidiaries or to Liberty Global. The amounts presented below assume no changes from June 30, 2016 borrowing levels and are based on the applicable covenant and other limitations in effect within each borrowing group at June 30, 2016, both before and after considering the impact of the completion of the June 30, 2016 compliance requirements.



	Limitation on availability
	June 30, 2016				Upon completion of relevant June 30, 2016 compliance reporting requirements
	Borrowing currency		U.S. $ equivalent		Borrowing currency		U.S. $ equivalent
	in millions
Limitation on availability to be borrowed under:
Ziggo Credit Facilities	€	438.1	$	485.1	€	—	$	—
Unitymedia Revolving Credit Facilities	€	500.0	$	553.6	€	470.1	$	520.5
UPC Broadband Holding Bank Facility	€	685.3	$	758.8	€	624.0	$	691.0
CWC Credit Facilities	$	177.3	$	177.3	$	177.3	$	177.3

Limitation on availability to be loaned or distributed by:
Virgin Media	£	549.0	$	728.4	£	457.5	$	607.0
Ziggo Group Holding	€	95.2	$	105.4	€	—	$	—
Unitymedia	€	99.7	$	110.4	€	52.6	$	58.2

(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 regarding fair value hierarchies, see note 5.


(d)	On March 31, 2016, VMIH entered into (i) a €75.0 million ($83.0 million) term loan facility, which matures on January 15, 2022, bears interest at a rate of EURIBOR plus 3.0% and has a EURIBOR floor of 0.75% and (ii) a €25.0 million ($27.7 million) term loan facility, which matures on March 31, 2021, bears interest at a rate of EURIBOR plus 3.75% and has a EURIBOR floor of 0.0%.


(e)	Unused borrowing capacity under the VM Credit Facility relates to a multi-currency revolving facility (the VM Revolving Facility) with maximum borrowing capacity equivalent to £675.0 million ($895.6 million).

(f)

On March 31, 2016, certain subsidiaries of Ziggo Group Holding purchased from a third-party lender certain loans receivable aggregating €100.0 million ($110.7 million) that were owed by (i) another subsidiary of Ziggo Group Holding and (ii) Ziggo Secured Finance B.V. (Ziggo Secured Finance). Ziggo Secured Finance, which is 100% owned by a third-party, is a special purpose financing entity that was created for the primary purpose of offering certain senior secured debt. Ziggo Secured Finance is consolidated by Ziggo Group Holding and Liberty Global.


(g)	For information regarding a transaction completed subsequent to June 30, 2016 impacting the UPCB SPE Notes and the UPC Broadband Holding Bank Facility, see note 15.

(h)

In connection with the closing of the BASE Acquisition, Telenet borrowed (i) the full €200.0 million ($221.5 million) amount under Telenet Facility Z, a revolving credit facility that bears interest at EURIBOR plus a margin of 2.25%, (ii) the full €800.0 million ($885.8 million) amount under Telenet Facility AA, a term loan facility that bears interest at EURIBOR plus a margin of 3.5% and (iii) €217.0 million ($240.3 million) under Telenet Facility X, a revolving credit facility that bears interest at EURIBOR plus a margin of 2.75%. For information concerning the BASE Acquisition, see note 3.

(i)

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.


(j)	For information regarding the partial settlement of the Sumitomo Collar Loan, see note 4.


(k)	The June 30, 2016 balance includes $185.0 million associated with certain derivative-related borrowing instruments and $90.8 million associated with the Sumitomo Share Loan. All of these instruments are carried at fair value. For additional information, see note 5.


(l)	The VTR Credit Facility is the senior secured credit facility of VTR and certain of its subsidiaries and comprises a $160.0 million U.S. dollar facility and a CLP 22.0 billion ($33.3 million) Chilean peso facility, each of which were undrawn at June 30, 2016.


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



	June 30, 2016		December 31, 2015
	in millions
Liberty Global Group:
Unitymedia	$	703.3	$	703.1
Telenet	388.9		371.1
Virgin Media	116.7		159.5
Other subsidiaries	88.8		88.2
Total Liberty Global Group	1,297.7		1,321.9
LiLAC Group:
CWC	13.1		—
Liberty Puerto Rico	0.3		0.6
VTR	0.4		0.3
Total LiLAC Group	13.8		0.9
Total capital lease obligations	$	1,311.5	$	1,322.8

Refinancing Transactions - General Information

We have completed various refinancing transactions during the first six months of 2016, as further described below. Unless otherwise noted, the terms and conditions of the notes and credit facilities entered into are largely consistent with those of our existing notes and credit facilities with regard to covenants, events of default and change of control provisions, among other items. For information concerning the general terms and conditions of our debt, see note 10 to the consolidated financial statements included in our 2015 Annual Report on Form 10-K.

Virgin Media Refinancing Transaction

In April 2016, Virgin Media Secured Finance PLC (Virgin Media Secured Finance), a wholly-owned subsidiary of Virgin Media, issued $750.0 million principal amount of 5.5% senior secured notes due August 15, 2026 (the August 2026 VM Senior Secured Notes). The net proceeds from the August 2026 VM Senior Secured Notes were used to repay in full the outstanding amount under the VM Revolving Facility and for general corporate purposes.

Subject to the circumstances described below, the August 2026 VM Senior Secured Notes are non-callable until August 15, 2021. At any time prior to August 15, 2021, Virgin Media Secured Finance may redeem some or all of the August 2026 VM Senior Secured Notes by paying a “make-whole” premium, which is the present value of all remaining scheduled interest payments to August 15, 2021 using the discount rate (as specified in the indenture) as of the redemption date plus 50 basis points.

Virgin Media Secured Finance may redeem some or all of the August 2026 VM Senior Secured Notes at the following redemption prices (expressed as a percentage of the principal amount) plus accrued and unpaid interest and additional amounts (as specified in the indenture), if any, to the applicable redemption date, as set forth below:



			Redemption price

12-month period commencing August 15:
2021			102.750%
2022			101.375%
2023			100.688%
2024 and thereafter			100.000%

Unitymedia Refinancing Transaction

In December 2015, Unitymedia Hessen and Unitymedia NRW GmbH, each a wholly-owned subsidiary of Unitymedia, issued €420.0 million ($465.1 million) of 4.625% senior secured notes due February 15, 2026 (the 2026 UM Senior Secured Notes). A portion of the net proceeds from the 2026 UM Senior Secured Notes, which were held in escrow at December 31, 2015 as cash collateral, were used in January 2016 to redeem 10% of the principal amount of each of the following series of notes: (i) the €585.0 million ($647.8 million) outstanding principal amount of 5.5% senior secured notes due September 15, 2022 and (ii) the €450.0 million ($498.3 million) outstanding principal amount of 5.125% senior secured notes due January 21, 2023, each at a redemption price equal to 103% of the applicable redeemed principal amount in accordance with the indentures governing each of the notes. In connection with these transactions, we recognized a loss on debt modification and extinguishment, net, of $4.3 million. This loss includes (a) the payment of $3.4 million of redemption premium and (b) the write-off of $0.9 million of deferred financing costs.

Telenet Refinancing Transaction

In May 2016, Telenet Financing USD LLC, a wholly-owned subsidiary of Telenet, entered into a new $850.0 million term loan facility (Telenet Facility AD). Telenet Facility AD was issued at 99.5% of par, matures on June 30, 2024, bears interest at a rate of LIBOR plus 3.50% and has a LIBOR floor of 0.75%. The net proceeds from Telenet Facility AD were used to repay in full (i) the €400.0 million ($442.9 million) principal amount of Telenet Facility P, together with accrued and unpaid interest and the related prepayment premium, to Telenet Finance IV Luxembourg S.C.A. (Telenet Finance IV) and, in turn, Telenet Finance IV used such proceeds to fully redeem the €400.0 million ($442.9 million) principal amount of its senior secured floating rate notes and (ii) the €300.0 million ($332.2 million) principal amount of Telenet Facility O, together with accrued and unpaid interest and the related prepayment premium, to Telenet Finance III Luxembourg S.C.A. (Telenet Finance III) and, in turn, Telenet Finance III used such proceeds to fully redeem the €300.0 million ($332.2 million) principal amount of its 6.625% senior secured notes. In connection with these transactions, we recognized a loss on debt modification and extinguishment, net, of $18.9 million. This loss includes (a) the payment of $11.1 million of redemption premium and (b) the write-off of $7.8 million of deferred financing costs.

CWC Notes

The details of the outstanding notes of CWC as of June 30, 2016 are summarized in the following table:



			Outstanding principal amount
CWC Notes	Maturity	Interest rate	Borrowing currency		U.S. $ equivalent		Estimated fair value		Carrying value (a)
			in millions

Columbus Senior Notes (b)	March 30, 2021	7.375%	$	1,250.0	$	1,250.0	$	1,319.6	$	1,330.8
Sable Senior Notes (c)	August 1, 2022	6.875%	$	750.0	750.0		752.3		771.6
CWC Senior Notes (d)	March 25, 2019	8.625%	£	146.7	194.6		203.5		213.3
Total					$	2,194.6	$	2,275.4	$	2,315.7

______________


(a)	Amounts include the impact of premiums recorded in connection with the acquisition accounting for the CWC Acquisition.


(b)	The Columbus Senior Notes were issued by Columbus Cable (Barbados) Limited (Columbus), formerly known as Columbus International Inc., a wholly-owned subsidiary of CWC.


(c)	The Sable Senior Notes were issued by Sable.


(d)	The CWC Senior Notes, which are non-callable, were issued by Cable & Wireless International Finance B.V., a wholly-owned subsidiary of CWC.

The CWC Notes contain certain covenants, events of default and change of control provisions, in addition to other terms and conditions, that are broadly consistent with the general terms and conditions of other Liberty Global notes. For information concerning the general terms and conditions of our notes, see note 10 to the consolidated financial statements included in our 2015 Annual Report on Form 10-K.

Subject to the circumstances described below, the Columbus Senior Notes are non-callable until March 30, 2018 and the Sable Senior Notes are non-callable until August 1, 2018. At any time prior to March 30, 2018, in the case of the Columbus Senior Notes and August 1, 2018, in the case of the Sable Senior Notes, Columbus and Sable may redeem some or all of the applicable notes by paying a “make-whole” premium, which is generally based on the present value of all scheduled interest payments until March 30, 2018 or August 1, 2018 (as applicable) using the discount rate (as specified in the applicable indenture) as of the redemption date, plus 50 basis points, and in the case of the Sable Senior Notes is subject to a minimum 1% of the principal amount outstanding at any redemption date prior to August 1, 2018.

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



	Redemption price
	Columbus Senior Notes	Sable Senior Notes

12-month period commencing	March 30	August 1

2018	103.688%	105.156%
2019	101.844%	103.438%
2020	100.000%	101.719%
2021 and thereafter	N.A.	100.000%

CWC Credit Facilities

The CWC Credit Facilities are the senior secured credit facilities of certain subsidiaries of CWC. The details of our borrowings under the CWC Credit Facilities as of June 30, 2016 are summarized in the following table:



CWC Credit Facility	Maturity	Interest rate	Facility amount (in borrowing currency)		Unused borrowing capacity		Carrying value (a)
			in millions

CWC Term Loans	December 31, 2022	LIBOR + 4.75% (b)	$	800.0	$	—	$	776.9
CWC Revolving Credit Facility	July 31, 2021	LIBOR + 3.50% (c)	$	570.0	310.0		260.0
CWC Regional Facilities (d)	various dates ranging from 2016 to 2038	3.33% (e)	$	304.5	—		304.5
Total					$	310.0	$	1,341.4

_______________


(a)	Amounts include the impact of discounts and deferred financing costs, where applicable.


(b)	The CWC Term Loans have a LIBOR floor of 0.75%.


(c)	The CWC Revolving Credit Facility has a fee on unused commitments of 0.5% per year.


(d)	Represents certain amounts borrowed by CWC Panama, CWC BTC and CWC Jamaica.


(e)	Represents a blended weighted average rate for all CWC Regional Facilities.

On May 17, 2016, Sable and Coral-US Co-Borrower LLC (Coral-US), a wholly-owned subsidiary of CWC, acceded as borrowers and assumed obligations under the credit agreement dated May 16, 2016, pursuant to which (i) Coral-US entered into the CWC Term Loans and (ii) Sable and Coral-US entered into the CWC Revolving Credit Facility.

A portion of the proceeds from the CWC Term Loans and amounts drawn under the CWC Revolving Credit Facility were used to (i) repay amounts outstanding under the then existing revolving credit facility and (ii) redeem certain senior secured notes issued by Sable. In connection with these transactions, we recognized a gain on debt modification and extinguishment, net, of $1.5 million. This gain includes (a) the write-off of $19.0 million of unamortized premium and (b) the payment of $17.5 million of redemption premium.

The CWC Credit Facilities contain certain covenants, events of default and change of control provisions, in addition to other terms and conditions, that are largely consistent with the general terms and conditions of other Liberty Global credit facilities. For information concerning the general terms of our credit facilities, see note 10 to the consolidated financial statements included in our 2015 Annual Report on Form 10-K.

Maturities of Debt and Capital Lease Obligations

Maturities of our debt and capital lease obligations as of June 30, 2016 are presented below for the named entity and its subsidiaries, unless otherwise noted. Amounts presented below represent U.S. dollar equivalents based on June 30, 2016 exchange rates:

Debt:



	Liberty Global Group
	Virgin Media			Ziggo Group Holding (a)			Unitymedia			UPC Holding (b)			Telenet (c)			Other			Total Liberty Global Group
	in millions
Year ending December 31:
2016 (remainder of year)	$	185.7		$	95.5		$	95.7		$	318.9		$	141.1		$	28.2		$	865.1
2017	407.9			146.2			76.6			345.5			8.2			375.3			1,359.7
2018	0.8			—			2.4			—			8.2			1,186.0			1,197.4
2019	0.8			—			2.4			—			18.7			322.4			344.3
2020	0.9			79.4			2.5			—			12.4			27.6			122.8
2021	3,523.7			735.5			2.6			1,980.0			11.0			458.9			6,711.7
Thereafter	10,545.9			7,033.1			7,807.2			4,000.3			4,680.9			27.6			34,095.0
Total debt maturities	14,665.7			8,089.7			7,989.4			6,644.7			4,880.5			2,426.0			44,696.0
Unamortized premiums (discounts), net	13.9			26.2			—			(8.1		)	(6.8		)	(52.3		)	(27.1		)
Unamortized deferred financing costs	(119.8		)	(28.6		)	(54.7		)	(35.6		)	(55.3		)	(1.1		)	(295.1		)
Total debt	$	14,559.8		$	8,087.3		$	7,934.7		$	6,601.0		$	4,818.4		$	2,372.6		$	44,373.8
Current portion	$	593.6		$	241.7		$	171.4		$	664.4		$	141.1		$	43.6		$	1,855.8
Noncurrent portion	$	13,966.2		$	7,845.6		$	7,763.3		$	5,936.6		$	4,677.3		$	2,329.0		$	42,518.0



				LiLAC Group
	Total Liberty Global Group			CWC			VTR			Liberty Puerto Rico			Total LiLAC Group			Total Liberty Global
				in millions
Year ending December 31:
2016 (remainder of year)	$	865.1		$	74.4		$	—		$	—		$	74.4		$	939.5
2017	1,359.7			87.3			17.5			—			104.8			1,464.5
2018	1,197.4			40.2			—			—			40.2			1,237.6
2019	344.3			230.5			—			—			230.5			574.8
2020	122.8			28.4			—			—			28.4			151.2
2021	6,711.7			1,533.0			—			—			1,533.0			8,244.7
Thereafter	34,095.0			1,565.3			1,400.0			942.5			3,907.8			38,002.8
Total debt maturities	44,696.0			3,559.1			1,417.5			942.5			5,919.1			50,615.1
Unamortized premiums (discounts), net	(27.1		)	105.3			—			(8.0		)	97.3			70.2
Unamortized deferred financing costs	(295.1		)	(8.2		)	(25.9		)	(8.4		)	(42.5		)	(337.6		)
Total debt	$	44,373.8		$	3,656.2		$	1,391.6		$	926.1		$	5,973.9		$	50,347.7
Current portion	$	1,855.8		$	123.5		$	17.5		$	—		$	141.0		$	1,996.8
Noncurrent portion	$	42,518.0		$	3,532.7		$	1,374.1		$	926.1		$	5,832.9		$	48,350.9

_______________


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


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


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

Capital lease obligations:



	Liberty Global Group
	Unitymedia			Telenet			Virgin Media			Other			Total Liberty Global Group			Total LiLAC Group			Total
	in millions
Year ending December 31:
2016 (remainder of year)	$	40.5		$	40.2		$	33.0		$	13.5		$	127.2		$	3.4		$	130.6
2017	81.2			63.9			33.6			21.3			200.0			5.3			205.3
2018	81.2			62.5			12.4			15.1			171.2			3.2			174.4
2019	81.2			52.7			6.7			10.2			150.8			1.5			152.3
2020	81.2			49.8			4.4			6.6			142.0			1.3			143.3
2021	81.1			47.9			3.8			5.8			138.6			0.1			138.7
Thereafter	721.5			201.1			181.6			39.5			1,143.7			—			1,143.7
Total principal and interest payments	1,167.9			518.1			275.5			112.0			2,073.5			14.8			2,088.3
Amounts representing interest	(464.6		)	(129.2		)	(158.8		)	(23.2		)	(775.8		)	(1.0		)	(776.8		)
Present value of net minimum lease payments	$	703.3		$	388.9		$	116.7		$	88.8		$	1,297.7		$	13.8		$	1,311.5
Current portion	$	27.9		$	42.7		$	48.1		$	20.0		$	138.7		$	7.8		$	146.5
Noncurrent portion	$	675.4		$	346.2		$	68.6		$	68.8		$	1,159.0		$	6.0		$	1,165.0

Non-cash Refinancing Transactions

During the six months ended June 30, 2016 and 2015, certain of our refinancing transactions included non-cash borrowings and repayments of debt aggregating $205.2 million and $3,586.5 million, respectively.