v3.10.0.1

Debt and Capital Lease Obligations | 6 Months Ended
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Jun. 30, 2018
Debt and Capital Lease Obligations [Abstract] |
Debt and Capital Lease Obligations | Debt and Capital Lease Obligations The U.S. dollar equivalents of the components of our debt are as follows:
| June 30, 2018 |  |  |  | Principal amount
Weighted average interest rate (a) |  | Unused borrowing capacity (b) |  | Estimated fair value (c)
Borrowing currency |  | U.S. $ equivalent |  | June 30, 2018 |  | December 31, 2017 |  | June 30, 2018 |  | December 31, 2017
|  |  | in millions
VM Notes (d) | 5.54 | % |  | — |  |  | $ | — |  |  | $ | 9,406.6 |  |  | $ | 9,987.4 |  |  | $ | 9,434.0 |  |  | $ | 9,565.7 |
VM Credit Facilities | 4.57 | % |  | (e) |  | 890.6 |  |  | 5,482.2 |  |  | 4,681.5 |  |  | 5,511.0 |  |  | 4,676.2 |
UPC Holding Bank Facility (d) | 4.16 | % |  | 990.1 |  |  | 1,156.1 |  |  | 2,535.9 |  |  | 2,576.4 |  |  | 2,558.9 |  |  | 2,576.1 |
UPCB SPE Notes | 4.51 | % |  | — |  |  | — |  |  | 2,474.3 |  |  | 2,638.8 |  |  | 2,541.2 |  |  | 2,582.6 |
UPC Holding Senior Notes (d) | 4.57 | % |  | — |  |  | — |  |  | 1,183.5 |  |  | 1,272.5 |  |  | 1,291.5 |  |  | 1,313.4 |
Telenet Credit Facility | 3.97 | % |  | (f) |  | 519.7 |  |  | 2,436.7 |  |  | 2,188.9 |  |  | 2,452.4 |  |  | 2,177.6 |
Telenet Senior Secured Notes | 4.68 | % |  | — |  |  | — |  |  | 1,586.1 |  |  | 1,724.4 |  |  | 1,700.6 |  |  | 1,721.3 |
Telenet SPE Notes | 4.88 | % |  | — |  |  | — |  |  | 591.4 |  |  | 1,014.4 |  |  | 557.0 |  |  | 937.7 |
Vendor financing (g) | 3.69 | % |  | — |  |  | — |  |  | 2,495.5 |  |  | 3,599.0 |  |  | 2,495.5 |  |  | 3,599.0 |
ITV Collar Loan | 0.71 | % |  | — |  |  | — |  |  | 1,404.8 |  |  | 1,445.8 |  |  | 1,428.1 |  |  | 1,463.8 |
Sumitomo Share Loan (h) | 0.95 | % |  | — |  |  | — |  |  | 600.6 |  |  | 621.7 |  |  | 600.6 |  |  | 621.7 |
Derivative-related debt instruments (i) | 3.41 | % |  | — |  |  | — |  |  | 334.7 |  |  | 359.8 |  |  | 336.4 |  |  | 361.5 |
Sumitomo Collar Loan | — |  |  | — |  |  | — |  |  | — |  |  | 170.3 |  |  | — |  |  | 169.1 |
Other (j) | 5.92 | % |  | — |  |  | — |  |  | 384.3 |  |  | 413.4 |  |  | 389.1 |  |  | 418.2 |
Total debt before deferred financing costs, discounts and premiums | 4.48 | % |  |  |  | $ | 2,566.4 |  |  | $ | 30,916.6 |  |  | $ | 32,694.3 |  |  | $ | 31,296.3 |  |  | $ | 32,183.9 |
The following table provides a reconciliation of total debt before deferred financing costs, discounts and premiums to total debt and capital lease obligations:
| June 30, 2018 |  | December 31, 2017
| in millions
Total debt before deferred financing costs, discounts and premiums | $ | 31,296.3 |  |  | $ | 32,183.9 |
Deferred financing costs, discounts and premiums, net | (150.6 | ) |  | (171.8 | )
Total carrying amount of debt | 31,145.7 |  |  | 32,012.1 |
Capital lease obligations (k) | 672.8 |  |  | 691.4 |
Total debt and capital lease obligations | 31,818.5 |  |  | 32,703.5 |
Current maturities of debt and capital lease obligations | (3,392.6 | ) |  | (3,680.1 | )
Long-term debt and capital lease obligations | $ | 28,425.9 |  |  | $ | 29,023.4 |
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(a) | Represents the weighted average interest rate in effect at June 30, 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, our weighted average interest rate on our aggregate
variable- and fixed-rate indebtedness was 3.98% at June 30, 2018. For information regarding our derivative instruments, see note 6.
(b) | Unused borrowing capacity represents the maximum availability under the applicable facility at June 30, 2018 without regard to covenant compliance calculations or other conditions precedent to borrowing. At June 30, 2018, based on the most restrictive applicable 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 the table below. In the following table we present, based on the most restrictive applicable leverage covenants, leverage-based restricted payment tests and other limitations in effect for each borrowing group, (i) for each subsidiary where the ability to borrow is limited, 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 Liberty Global or its subsidiaries or other equity holders. The amounts presented below do not consider any actual or potential changes to our borrowing levels subsequent to June 30, 2018 and are based on the most restrictive applicable leverage-based restricted payment tests and covenant and other limitations in effect for each borrowing group at June 30, 2018, both before and after considering the impact of the completion of the June 30, 2018 compliance requirements.
|  | Limitation on availability
|  | June 30, 2018 |  | Upon completion of relevant June 30, 2018 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 (e) |  | £ | 675.0 |  |  | $ | 890.6 |  |  | £ | 455.4 |  |  | $ | 600.9 |
(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 7.
(d) | As further described in note 4, subsequent to June 30, 2018, we used a portion of the net proceeds from the sale of UPC Austria to repay or redeem certain debt of the UPC Holding and Virgin Media borrowing groups.
(e) | Unused borrowing capacity under the VM Credit Facilities relates to multi-currency revolving facilities with an aggregate maximum borrowing capacity equivalent to £675.0 million ($890.6 million). In February 2018, the VM Revolving Facility was amended and split into two revolving facilities. VM Revolving Facility A is a multi-currency revolving facility maturing on December 31, 2021 with a maximum borrowing capacity equivalent to £75.0 million ($98.9 million), and VM Revolving Facility B is a multi-currency revolving facility maturing on January 15, 2024 with a maximum borrowing capacity equivalent to £600.0 million ($791.7 million). All other terms from the previously existing VM Revolving Facility continue to apply to the new revolving facilities
(f) | Unused borrowing capacity under the Telenet Credit Facility comprises (i) €400.0 million ($467.1 million) under Telenet Facility AG, (ii) €25.0 million ($29.2 million) under the Telenet Overdraft Facility and (iii) €20.0 million ($23.4 million) under the Telenet Revolving Facility, each of which were undrawn at June 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.
(h) | The Sumitomo Share Loan is carried at fair value. For information regarding fair value hierarchies, see note 7.
(i) | Represents amounts associated with certain derivative-related borrowing instruments, including $281.1 million and $304.9 million at June 30, 2018 and December 31, 2017, respectively, carried at fair value. These instruments mature at various dates through January 2025. For information regarding fair value hierarchies, see note 7.
(j) | Amounts include $131.0 million and $160.9 million at June 30, 2018 and December 31, 2017, respectively, of debt collateralized by certain trade receivables of Virgin Media.
(k) | The U.S. dollar equivalents of our consolidated capital lease obligations are as follows:
|  | June 30, 2018 |  | December 31, 2017
|  | in millions
Telenet |  | $ | 461.6 |  |  | $ | 456.1 |
UPC Holding |  | 80.6 |  |  | 89.0 |
Virgin Media |  | 73.5 |  |  | 79.1 |
Other subsidiaries |  | 57.1 |  |  | 67.2 |
Total |  | $ | 672.8 |  |  | $ | 691.4 |
Refinancing Transactions - General Information At June 30, 2018, most of our outstanding debt had been incurred by one of our three subsidiary “borrowing groups.” References to these borrowing groups, which comprise Virgin Media, UPC Holding and Telenet, include their respective restricted parent and subsidiary entities. Below we provide summary descriptions of any financing transactions completed during the first six months of 2018. Unless otherwise noted, the terms and conditions of any new notes 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 Financing Transaction In April 2018, Virgin Media Receivables Financing Notes II Designated Activity Company (Virgin Media Receivables II Financing Company), a third-party special purpose financing entity that is not consolidated by Virgin Media or Liberty Global, issued £300.0 million ($395.8 million) principal amount of 5.75% receivables financing notes due April 15, 2023. In June 2018, Virgin Media Receivables II Financing Company issued an additional £50.0 million ($66.0 million) principal amount of 5.75% receivables financing notes due April 15, 2023. These notes, together with the initial £300.0 million, are collectively referred to as the “VM Receivables Financing II Notes.” The VM Receivables Financing II Notes are not the obligations of Virgin Media or Liberty Global. The net proceeds from the VM Receivables Financing II Notes are used to purchase certain vendor financed receivables of Virgin Media and its subsidiaries from various third parties. To the extent that the proceeds from the VM Receivables Financing II Notes exceed the amount of vendor financed receivables available to be purchased, the excess proceeds are used to fund an excess cash facility (the VM Financing Facility II) under a new credit facility of Virgin Media. The VM Financing Facility II, together with the VM Financing Facility, which was created in connection with the issuance of the VM Receivables Financing Notes by Virgin Media Receivables Financing Company in 2016, are collectively referred to as the “VM Financing Facilities.” At June 30, 2018, the principal amount outstanding under the VM Financing Facilities was £700.0 million ($923.6 million). Virgin Media Receivables Financing Company and Virgin Media Receivables II Financing Company can request the VM Financing Facilities be repaid by Virgin Media as additional vendor financed receivables become available for purchase. Telenet Refinancing Transactions In March 2018, Telenet used existing cash to prepay 10% of the €530.0 million ($618.9 million) original principal amount under Telenet Facility AB, together with accrued and unpaid interest and the 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 original principal amount of the Telenet Finance VI Notes. In connection with this transaction, Telenet recognized a loss on debt modification and extinguishment, net, of $2.6 million related to (i) the payment of $2.0 million of redemption premiums and (ii) the write-off of $0.6 million of unamortized deferred financing costs and discounts. In March 2018, commitments under Telenet Facility AL were increased by $300.0 million (the Telenet Facility AL Add-on). The terms of the Telenet Facility AL Add-on are consistent with those of Telenet Facility AL. In April 2018, Telenet drew the full $300.0 million of the Telenet Facility AL Add-on and used the net proceeds, together with existing cash, to prepay in full the €250.0 million ($291.9 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 of the Telenet Finance V Notes. In connection with this transaction, Telenet recognized a loss on debt modification and extinguishment, net, of $21.3 million related to (i) the payment of $17.3 million of redemption premiums and (ii) the write-off of $4.0 million of unamortized deferred financing costs and discounts. In May 2018, Telenet entered into (i) a $1,600.0 million term loan facility (Telenet Facility AN), which was issued at 99.875% of par, matures on August 15, 2026, bears interest at a rate of LIBOR + 2.25% and is subject to a LIBOR floor of 0.0%, and (ii) a €730.0 million ($852.4 million) term loan facility (Telenet Facility AO), which was issued at 99.875% of par, matures on December 15, 2027, bears interest at a rate of EURIBOR + 2.50% and is subject to a EURIBOR floor of 0.0%. The net proceeds from Telenet Facility AN and Telenet Facility AO, together with existing cash, were used to prepay in full (a) the $1,300.0 million outstanding principal amount under Telenet Facility AL, (b) the $300.0 million outstanding principal amount under the Telenet Facility AL Add-on and (c) the €730.0 million outstanding principal amount under Telenet Facility AM. In connection with these transactions, Telenet recognized a loss on debt modification and extinguishment, net, of $7.6 million related to the write-off of of unamortized deferred financing costs and discounts. Maturities of Debt and Capital Lease Obligations Maturities of our debt and capital lease obligations as of June 30, 2018 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, 2018 exchange rates: Debt:
| Virgin Media |  | UPC Holding (a) |  | Telenet (b) |  | Other |  | Total
| in millions
Year ending December 31: |  |  |  |  |  |  |  |  |
2018 (remainder of year) | $ | 1,255.2 |  |  | $ | 281.9 |  |  | $ | 330.2 |  |  | $ | 13.5 |  |  | $ | 1,880.8 |
2019 | 1,140.2 |  |  | 230.3 |  |  | 142.0 |  |  | 44.3 |  |  | 1,556.8 |
2020 | 80.8 |  |  | 21.5 |  |  | 14.5 |  |  | 207.6 |  |  | 324.4 |
2021 | 1,350.0 |  |  | 22.0 |  |  | 12.5 |  |  | 1,584.3 |  |  | 2,968.8 |
2022 | 396.0 |  |  | 19.0 |  |  | 12.3 |  |  | 321.2 |  |  | 748.5 |
2023 | 957.1 |  |  | 13.8 |  |  | 12.5 |  |  | — |  |  | 983.4 |
Thereafter | 11,645.5 |  |  | 6,391.6 |  |  | 4,796.5 |  |  | — |  |  | 22,833.6 |
Total debt maturities | 16,824.8 |  |  | 6,980.1 |  |  | 5,320.5 |  |  | 2,170.9 |  |  | 31,296.3 |
Deferred financing costs, discounts and premiums, net | (54.8 | ) |  | (50.2 | ) |  | (21.3 | ) |  | (24.3 | ) |  | (150.6 | )
Total debt | $ | 16,770.0 |  |  | $ | 6,929.9 |  |  | $ | 5,299.2 |  |  | $ | 2,146.6 |  |  | $ | 31,145.7 |
Current portion | $ | 2,325.5 |  |  | $ | 508.2 |  |  | $ | 447.4 |  |  | $ | 23.3 |  |  | $ | 3,304.4 |
Noncurrent portion | $ | 14,444.5 |  |  | $ | 6,421.7 |  |  | $ | 4,851.8 |  |  | $ | 2,123.3 |  |  | $ | 27,841.3 |
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(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.
Capital lease obligations:
| Telenet |  | UPC Holding |  | Virgin Media |  | Other |  | Total
| in millions
Year ending December 31: |  |  |  |  |  |  |  |  |
2018 (remainder of year) | $ | 43.1 |  |  | $ | 7.8 |  |  | $ | 8.4 |  |  | $ | 11.2 |  |  | $ | 70.5 |
2019 | 76.8 |  |  | 14.9 |  |  | 11.5 |  |  | 16.5 |  |  | 119.7 |
2020 | 72.6 |  |  | 15.2 |  |  | 8.5 |  |  | 10.4 |  |  | 106.7 |
2021 | 68.4 |  |  | 15.6 |  |  | 8.8 |  |  | 5.1 |  |  | 97.9 |
2022 | 68.6 |  |  | 12.7 |  |  | 10.6 |  |  | 3.0 |  |  | 94.9 |
2023 | 57.2 |  |  | 11.6 |  |  | 6.3 |  |  | 18.1 |  |  | 93.2 |
Thereafter | 224.9 |  |  | 20.2 |  |  | 192.4 |  |  | — |  |  | 437.5 |
Total principal and interest payments | 611.6 |  |  | 98.0 |  |  | 246.5 |  |  | 64.3 |  |  | 1,020.4 |
Amounts representing interest | (150.0 | ) |  | (17.4 | ) |  | (173.0 | ) |  | (7.2 | ) |  | (347.6 | )
Present value of net minimum lease payments | $ | 461.6 |  |  | $ | 80.6 |  |  | $ | 73.5 |  |  | $ | 57.1 |  |  | $ | 672.8 |
Current portion | $ | 51.4 |  |  | $ | 10.4 |  |  | $ | 9.7 |  |  | $ | 16.7 |  |  | $ | 88.2 |
Noncurrent portion | $ | 410.2 |  |  | $ | 70.2 |  |  | $ | 63.8 |  |  | $ | 40.4 |  |  | $ | 584.6 |
Non-cash Refinancing Transactions During the six months ended June 30, 2018 and June 30, 2017, certain of our refinancing transactions included non-cash borrowings and repayments of debt aggregating $2,453.1 million and $6,546.2 million, respectively.

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- Definition The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 470 -URI http://asc.fasb.org/topic&trid=2208564 + Details
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