x	Preliminary Proxy Statement

¨	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

¨	Definitive Proxy Statement

¨	Definitive Additional Materials

¨	Soliciting Material Pursuant to § 240.14a-12

x	No fee required.

¨	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1)	Title of each class of securities to which transaction applies:

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¨	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

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1.	To elect Michael T. Fries as a director of Liberty Global for a term expiring at the annual general meeting to be held in 2021.

2.	To elect Paul A. Gould as a director of Liberty Global for a term expiring at the annual general meeting to be held in 2021.

3.	To elect John C. Malone as a director of Liberty Global for a term expiring at the annual general meeting to be held in 2021.

4.	To elect Larry E. Romrell as a director of Liberty Global for a term expiring at the annual general meeting to be held in 2021.

5.	To approve, on an advisory basis, the annual report on the implementation of the directors’ compensation policy for the year ended December 31, 2017, contained in Appendix A of the proxy statement (in accordance with requirements applicable to U.K. companies).

6.	To ratify the appointment of KPMG LLP (U.S.) as Liberty Global’s independent auditor for the year ending December 31, 2018.

7.	To appoint KPMG LLP (U.K.) as Liberty Global’s U.K. statutory auditor under the U.K. Companies Act 2006 (to hold office until the conclusion of the next annual general meeting at which accounts are laid before Liberty Global).

8.	To authorize the audit committee of Liberty Global’s board of directors to determine the U.K. statutory auditor’s compensation.

9.

To approve the form agreements and counterparties pursuant to which Liberty Global may conduct the purchase of its ordinary shares in the capital of Liberty Global and authorize all or any of Liberty Global’s directors and senior officers to enter into, complete and make purchases of ordinary shares in the capital of Liberty Global pursuant to the form of agreements and with any of the approved counterparties, which approvals will expire on the fifth anniversary of the 2018 annual general meeting of shareholders.

10.	To approve the form of agreement and counterparty pursuant to which Liberty Global may conduct the purchase of its deferred shares in the capital of Liberty Global and authorize all or any of Liberty Global’s directors and senior officers to enter into, complete and make a purchase of deferred shares in the capital of Liberty Global pursuant to the form of agreement.

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1.	To elect Michael T. Fries as a director of Liberty Global for a term expiring at the annual general meeting to be held in 2021.

2.	To elect Paul A. Gould as a director of Liberty Global for a term expiring at the annual general meeting to be held in 2021.

3.	To elect John C. Malone as a director of Liberty Global for a term expiring at the annual general meeting to be held in 2021.

4.	To elect Larry E. Romrell as a director of Liberty Global for a term expiring at the annual general meeting to be held in 2021.

5.	To approve, on an advisory basis, the annual report on the implementation of the directors’ compensation policy for the year ended December 31, 2017, contained in Appendix A of this proxy statement (in accordance with requirements applicable to U.K. companies).

6.	To ratify the appointment of KPMG LLP (U.S.) as Liberty Global’s independent auditor for the year ending December 31, 2018.

7.	To appoint KPMG LLP (U.K.) as Liberty Global’s U.K. statutory auditor under the U.K. Companies Act 2006 (to hold office until the conclusion of the next annual general meeting at which accounts are laid before Liberty Global).

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8.	To authorize the audit committee of Liberty Global’s board of directors to determine the U.K. statutory auditor’s compensation.

9.

To approve the form agreements and counterparties pursuant to which we may conduct the purchase of our ordinary shares in the capital of Liberty Global and authorize all or any of our directors and senior officers to enter into, complete and make purchases of ordinary shares in the capital of Liberty Global pursuant to the form of agreements and with any of the approved counterparties, which approvals will expire on the fifth anniversary of the 2018 annual general meeting of shareholders.

10.	To approve the form of agreement and counterparty pursuant to which we may conduct the purchase of our deferred shares in the capital of Liberty Global and authorize all or any of our directors and senior officers to enter into, complete and make a purchase of deferred shares in the capital of Liberty Global pursuant to the form of agreement.

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•	appointing and, if necessary, replacing our independent auditors;

•	reviewing and approving, in advance, the scope and the fees of all auditing services, and all permissible non-auditing services, to be performed by our independent auditors;

•	reviewing our annual audited financial statements with our management and our independent auditors and making recommendations regarding inclusion of such audited financial statements in certain of our public filings;

•	overseeing the work of our independent auditor for the purpose of preparing or issuing an audit report or related work or performing other audit, review or attest services, including holding quarterly meetings to review our quarterly reports, discussing with our independent auditors issues regarding the ability of our independent auditors to perform

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•	reviewing and discussing with management and our independent auditors issues regarding accounting principles, tax matters, effectiveness of internal controls, financial reporting, and regulatory and accounting initiatives;

•	reviewing quarterly earnings releases;

•

overseeing the maintenance of an internal audit function, discussing with our independent auditors, the internal auditor and our management, as appropriate, the internal audit function’s responsibilities, budget and staff, periodically reviewing with our independent auditors the results and findings of the internal audit function and coordinating with our management to ensure that the issues associated with such results and findings are addressed;

•	discussing with management financial risk exposure and risk management policies;

•	reviewing disclosures by our certifying officers on any significant deficiencies or material weaknesses in the design or operation of our internal controls and any fraud involving persons who have a significant role in our internal controls;

•	overseeing management’s processes and activities with respect to confirming compliance with applicable securities laws and SEC and NASDAQ rules relating to our accounting and financial reporting processes and the audit of our financial statements;

•	establishing procedures for the consideration of alleged violations of the code of business conduct and the code of ethics adopted by our board and for the reporting and disclosure of violations of or waivers under such codes;

•	establishing procedures for receipt, retention and treatment of allegations on accounting, internal accounting controls or audit matters; and

•	preparing a report for our annual proxy statement.

•	reviewing and approving the compensation of our executive officers and certain other executives, including any employment agreements;

•	reviewing and approving cash-based and equity-based compensation plans that are shareholder approved and awards granted thereunder where participants are executive officers and other members of senior management;

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•	reviewing and recommending compensation for our independent directors and our chairman of the board, including equity-based awards;

•	developing criteria for board membership;

•	reviewing candidates recommended by shareholders for elections to the board; and

•	assessing director and candidate independence.

•	the proposing shareholder’s name and address and documentation indicating the number of ordinary shares beneficially owned by such person and the holder or holders of record of those shares, together with a statement that the proposing shareholder is recommending a candidate for nomination as a director;

•	the candidate’s name, age, business and residence addresses, principal occupation or employment, business experience, educational background and any other information relevant in light of the factors considered by the nominating and corporate governance committee in making a determination of a candidate’s qualifications, as described below;

•	a statement detailing any relationship, arrangement or understanding that might affect the independence of the candidate as a member of our board;

•	any other information that would be required under SEC rules in a proxy statement soliciting proxies for the election of the candidate as a director;

•	a representation as to whether the proposing shareholder intends to deliver any proxy materials or otherwise solicit proxies in support of the director nominee;

•	a representation that the proposing shareholder intends to appear in person or by proxy at the annual general shareholders meeting at which the person named in such notice is to stand for election; and

•	a signed consent of the candidate to serve as a director, if nominated and elected.

•	independence from management; education and professional background; judgment, skill and reputation;

•	understanding of our business and the markets in which we operate;

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•	expertise that is useful to us and complementary to the expertise of our other directors;

•	existing commitments to other businesses as a director, executive or owner;

•	personal conflicts of interest, if any; and

•	the size and composition of our existing board of directors.

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(1)	Includes 124,808 Liberty Global Class A shares and 756,405 Liberty Global Class C shares held by Mr. Malone’s spouse, as to which shares Mr. Malone has disclaimed beneficial ownership.

(2)	Includes 84,237 Liberty Global Class A shares and 175,939 Liberty Global Class C shares, that are subject to options, which were exercisable as of, or will be exercisable within 60 days of, April 1, 2018.

(3)	Includes 2,140,050 Liberty Global Class A shares and 4,736,253 Liberty Global Class C shares held by Columbus Holding LLC, in which Mr. Malone has a controlling interest.

(4)

Includes 110,148 Liberty Global Class B shares held by two trusts managed by an independent trustee, of which the beneficiaries are Mr. Malone’s adult children. Mr. Malone has no pecuniary interest in the trusts, but he retains the right to substitute the assets held by the trusts. Mr. Malone has disclaimed beneficial ownership of the shares held by the trusts. Also, includes 8,677,225 Liberty Global Class B shares and 6,757,225 Liberty Global Class C shares held by a trust with respect to which Mr. Malone is the sole trustee and, with his spouse, retains a unitrust interest in the trust (the Malone Trust).

(5)

Based on the Schedule 13D/A (Amendment No. 7) of Mr. Malone filed with the SEC on February 18, 2014, pursuant to a letter agreement dated as of February 13, 2014, among Michael T. Fries, our CEO and one of our directors, Mr. Malone and the Malone Trust have agreed that, for so long as Mr. Fries is employed as a principal executive officer by us or serving on our board of directors, (a) in the event the Malone Trust or any permitted transferee (as defined in the letter agreement) is not voting the Liberty Global Class B shares owned by the Malone Trust, Mr. Fries will have the right to vote such Liberty Global Class B shares and (b) in the event the Malone Trust or any permitted transferee determines to sell such Liberty Global Class B shares, Mr. Fries (individually or through an entity he controls) will have an exclusive right to negotiate to purchase such shares, and if the parties fail to come to an agreement and the Malone Trust or any permitted transferee subsequently intends to enter into a sale transaction with a third party, Mr. Fries (or an entity controlled by him) will have a right to match the offer made by such third party.

(6)	Includes 1,590,831 Liberty Global Class A shares and 4,274,769 Liberty Global Class C shares that are subject to options, which were exercisable as of, or will be exercisable within 60 days of, April 1, 2018.

(7)	Includes 1,977 Liberty Global Class A shares and 13,059 Liberty Global Class C shares held in the 401(k) Plan for the benefit of Mr. Fries.

(8)	Includes 46,200 Liberty Global Class A shares and 283,360 Liberty Global Class C shares held by a trust managed by an independent trustee, of which the beneficiaries are Mr. Fries’ children. Mr. Fries has no pecuniary interest in the trust, but he retains the right to substitute the assets held by the trust. Mr. Fries has disclaimed beneficial ownership of the shares held by the trust.

(9)

The number of Liberty Global Class A shares and Liberty Global Class B shares is based upon a Form 8.3 dated November 4, 2015, submitted by Mr. Bennett pursuant to the U.K. Takeover Code. Of the shares reported, the Schedule 13D/A shows Mr. Bennett and his spouse jointly owning 749,539 Liberty Global Class B shares and Hilltop Investments, LLC, which is jointly owned by Mr. Bennett and his spouse, owning 232,334 Liberty Global Class B shares.

(10)

The number of Liberty Global Class A shares is based upon the Schedule 13G for the year ended December 31, 2016, filed with the SEC on February 14, 2017, by Warren E. Buffett on behalf of himself and Berkshire Hathaway Inc. (Berkshire), as well as on behalf of the following for the respected number of Liberty Global Class A shares indicated: National Indemnity Company (11,801,897), GEICO Corporation (11,801,897), Government Employees Insurance Company (9,188,677), GEICO Indemnity Company (2,613,220), The Buffalo New Drivers/Distributors Pension Plan (27,000), BNSF Master Retirement Plan (2,624,000), Lubrizol Master Trust Pension (340,000), Buffalo News Mechanical Pension Plan (30,000), Flight Safety International Inc. Retirement Income Plan (340,000), Fruit of the Loom Pension Trust (100,000), GEICO

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(11)

The number of Liberty Global Class A shares is based upon the Schedule 13G/A (Amendment No. 1) for the year ended December 31, 2017, filed with the SEC on February 13, 2018, by Dodge & Cox. Dodge & Cox is an investment advisor to various investment companies and managed accounts. Dodge & Cox International Stock Fund has an interest in 18,753,503 of the Liberty Global Class A shares reported in the table.

(12)

The number of Liberty Global Class A shares is based upon the Schedule 13G for the year ended December 31, 2017, filed with the SEC on February 14, 2018, by Harris Associates Inc. (HAI) on behalf of itself and as general partner of Harris Associates L.P. HAI is an investment advisor to various clients. The Schedule 13G reflects that HAI has sole voting power over 15,308,270 of the Liberty Global Class A shares and sole dispositive power over all of the Liberty Global Class A shares.

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(1)	Includes 124,808 Liberty Global Class A shares and 756,405 Liberty Global Class C shares held by Mr. Malone’s spouse, as to which shares Mr. Malone has disclaimed beneficial ownership.

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(2)	Includes 2,140,050 Liberty Global Class A shares and 4,736,253 Liberty Global Class C shares held by Columbus Holding LLC, in which Mr. Malone has a controlling interest.

(3)	Includes shares pledged to the indicated entities in support of one or more lines of credit or margin accounts extended by such entities:

(4)	Includes shares that are subject to options or SARs, which were exercisable as of, or will be exercisable within 60 days of, April 1, 2018, as follows:

(5)

Includes 110,148 Liberty Global Class B shares held by two trusts managed by an independent trustee, of which the beneficiaries are Mr. Malone’s adult children. Mr. Malone has no pecuniary interest in the trusts, but he retains the right to substitute the assets held by the trusts. Mr. Malone has disclaimed beneficial ownership of the shares held in the trusts. Also, includes 8,677,225 Liberty Global Class B shares and 6,757,225 Liberty Global Class C shares held by the Malone Trust.

(6)

Based on the Schedule 13D/A (Amendment No. 7) of Mr. Malone filed with the SEC on February 18, 2014, pursuant to a letter agreement dated as of February 13, 2014, among Michael T. Fries, our CEO and one of our directors, Mr. Malone and the Malone Trust have agreed that, for so long as Mr. Fries is employed as a principal executive officer by us or serving on our board of directors, (a) in the event the Malone Trust or any permitted transferee (as defined in the letter agreement) is not voting the Liberty Global Class B shares owned by the Malone Trust, Mr. Fries will have the right to vote such Liberty Global Class B shares and (b) in the event the Malone Trust or any permitted transferee determines to sell such Liberty Global Class B shares, Mr. Fries (individually or through an entity he controls) will have an exclusive right to negotiate to purchase such shares, and if the parties fail to come to an agreement and the Malone Trust or any permitted transferee subsequently intends to enter into a sale transaction with a third party, Mr. Fries (or an entity controlled by him) will have a right to match the offer made by such third party.

(7)	Includes 32 Liberty Global Class C shares held by Mr. Cole’s minor daughter.

(8)	Includes shares held in the 401(k) Plan as follows:

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(9)	Includes 46,200 Liberty Global Class A shares and 283,360 Liberty Global Class C shares held by a trust managed by an independent trustee, of which the beneficiaries are Mr. Fries’ children. Mr. Fries has no pecuniary interest in the trust, but he retains the right to substitute the assets held by the trust. Mr. Fries has disclaimed beneficial ownership of the shares held by the trust.

(10)	Includes 158 Liberty Global Class A shares and 524 Liberty Global Class C shares held in various accounts managed by Mr. Wargo, as to which shares Mr. Wargo has disclaimed beneficial ownership. Also includes 32 Liberty Global Class C shares held by Mr. Wargo’s spouse, as to which Mr. Wargo has disclaimed beneficial ownership.

(11)	Includes 171,166 Liberty Global Class A shares, 110,148 Liberty Global Class B shares and 1,040,321 Liberty Global Class C shares held by relatives of certain directors and executive officers or held pursuant to certain trust arrangements or in managed accounts, as to which shares beneficial ownership has been disclaimed.

(12)

Includes 3,177,642 Liberty Global Class A shares and 8,393,987 Liberty Global Class C shares that are subject to options or SARs, which were exercisable as of, or will be exercisable or vest within 60 days of, April 1, 2018; 1,977 Liberty Global Class A shares and 16,102 Liberty Global Class C shares held by the 401(k) Plan; and 2,632,885 Liberty Global Class A shares and 6,249,495 Liberty Global Class C shares pledged in support of various lines of credit or margin accounts.

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1.	To elect Michael T. Fries as a director of Liberty Global for a term expiring at the annual general meeting to be held in 2021.

2.	To elect Paul A. Gould as a director of Liberty Global for a term expiring at the annual general meeting to be held in 2021.

3.	To elect John C. Malone as a director of Liberty Global for a term expiring at the annual general meeting to be held in 2021.

4.	To elect Larry E. Romrell as a director of Liberty Global for a term expiring at the annual general meeting to be held in 2021.

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•	motivate our executives to maximize their contributions to the success of our company;

•	attract and retain the best leaders for our business; and

•	align executives’ interests to create shareholder value.

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ü	Organic revenue generating unit net additions of 760,000 supported by:

•	New build initiatives

•	Demand for our next generation broadband and video products

ü	Over 1.1 million new premises built across Europe

•	B2B rebased revenue growth of 12%

ü	Liquidity of $5.0 billion with over 85% of the maturity dates on our debt due after 2020

•	Fully swapped borrowing cost of 4.2% at year-end 2017 (as compared to 4.7% at year-end 2016)

ü	Significant business transactions, including:

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•	Establish a mix of financial and operational performance objectives based on our annual budgets and our medium-term outlook to balance short- and long-term goals and risks

•	Establish individual and department performance objectives tailored to each executive’s role and responsibilities in our company to ensure individual and department accountability

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•	Offer compensation that we believe is competitive with the compensation paid to similarly situated employees of companies in our industry and companies with which we compete for talent

•	Include vesting requirements and forfeiture provisions in our multi-year equity awards, including a service period during which earned performance awards are subject to forfeiture

•	Emphasize long-term compensation, the actual value of which depends on increasing the share value for our shareholders, as well as meeting financial and individual performance objectives

•	Require our executive officers to achieve and maintain significant levels of share ownership, further linking our executives’ personal net worth to long-term share price appreciation for our shareholders

•	the responsibilities assumed by the individual executive and the significance of his role to achievement of our financial, strategic and operational objectives;

•	the experience, overall effectiveness and demonstrated leadership ability of the individual executive;

•	the performance expectations set for our company and for the individual executive and the overall assessment by the compensation committee of actual performance;

•	from time to time, comparative pay data for similarly situated employees of companies in our industry and companies with which we compete for talent; and

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•	retention risks at specific points in time with respect to individual executives.

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•	Each participant’s target achievable performance bonus was based on achievement against four performance metrics, including two equally weighted financial performance metrics:

▪	2017 budgeted revenue on a consolidated basis and, if applicable, operating unit basis (30%);

▪	2017 budgeted OCF on a consolidated basis and, if applicable, operating unit basis (30%);

▪	target average customer relationship net promoter score (rNPS) on a consolidated basis, and if applicable, operating unit basis (20%); and

▪	specified target goals and objectives of each participant’s department (20%).

•	Based on the achievement of these financial and operational performance metrics (except the department performance metric), a payout of up to 150% of the target bonus amount was available for over-performance against budget or target.

•	Each participant’s 2017 individual APR served as a multiplier on the overall bonus payout (0 to 1.5x), which could increase the 2017 annual bonus to up to 210% of the participant’s target bonus (225% if the participant is at the country level).

•	The base performance objective for our NEOs required that either 40% of 2017 consolidated budgeted revenue growth or 40% of 2017 consolidated budgeted OCF growth be achieved.

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(1)	Percentages shown represent the payout (prior to the APR multiplier) that would result if specified performance levels were achieved for revenue and OCF budget. Payout percentages for percentage achievement of revenue and OCF budgets, which fall in between points specified in the table would be determined by straight-line interpolation.

(2)	Percentages shown represent the payout that would result if specified performance levels were achieved for rNPS targets. Payout percentages for percentage achievement of rNPS target, which fall in between points specified in the table would be determined by straight-line interpolation.

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•	using two equally weighted financial metrics (budgeted revenue and OCF), rather than a single metric, would provide incentives to drive revenue growth while controlling operating costs;

•	using the average rNPS score for the year avoids short term fluctuations;

•	adding the department metric promotes engagement, encourages collaboration amongst employees within each department and ensures that each department is focused on its most important goals and objectives for the year;

•	including an over-performance provision would provide continuing incentive for above budget achievement;

•	using the APR as a multiplier promotes engagement of participants and rewards individual performance; and

•	establishing a base performance objective as a gating factor for payment of any award to the NEOs should result in the payment qualifying as performance-based compensation under Section 162(m) of the Code. There could be no assurance that the base objective would be achieved, particularly in light of the increasingly competitive environment in which we operate.

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•	Office of CEO: tailored around the individual performance goals of our CEO for 2017, which are described below

•	Finance & Treasury: drive simplification and harmonization of processes, achieve effective deployment and higher returns on capital, leverage global scale and attract and develop a best in class finance team

•	Legal & Regulatory: further develop the company’s relationships with external stakeholders, manage M&A transactions, execute regulatory and corporate affairs legal matters

•	Commercial Operations: increase market share through value propositions for both retail and business, improve cost efficiencies, advertising revenue and central commercial resources

•	Technology & Innovation: deliver on challenging 2017 budget, successful product deliveries and network expansions

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(1)	Final payouts of approved bonus awards were subject to further adjustments due to rounding, exchange rates and other factors.

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•	The organizational risks of incentive compensation should be reduced through:

▪	the use of multiple equity vehicles (PSUs and SARs) with different performance, retention, risk and reward profiles;

▪	annual and, in 2016, biannual grants of equity awards that spread the target incentive compensation over multiple and overlapping performance/service periods and provide the flexibility to change performance metrics, weighting and targets from grant to grant; and

▪	the setting of achievable target performance levels, while providing higher payout levels for over-performance.

•	The use of performance-based equity awards, such as PSUs, adds an element of market risk over the performance/service period to better align the interests of management and shareholders, while focusing management on achieving specified performance targets to earn the award;

•	The use of conventional equity awards, such as SARs, provides a retention mechanism and alignment with shareholders by only delivering value if the stock price appreciates; and

•	Providing for forfeiture or reduction of performance-based equity awards based on individual performance ensures that each participant remains accountable for his or her own performance against performance goals tailored to the participant’s role and responsibilities.

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(1)	The 2017 target annual equity values for each of our NEOs remained unchanged from 2015 and 2016 (other than Mr. Fries) as part of the equity incentive award component of our executive officers’ compensation packages. As provided in Mr. Fries’ employment agreement, his target annual equity value is increased by $2.5 million each year.

(2)	In connection with the Split-off, these SAR awards have been converted to like awards with Liberty Latin America.

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•	limited personal use of our corporate aircraft;

•	an annual auto allowance or use of a company auto for our executive officers working in Europe;

•	an executive health plan; and

•	charitable giving by Liberty Global.

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(3)

The dollar amounts in the “Non-Equity Incentive Plan Compensation” column reflect the cash portion of their annual performance bonus awards earned by the NEOs under the 2014 Incentive Plan during the years indicated. For 2017, the compensation committee determined the final award amounts at its February 21, 2018 meeting. The awards were paid out in March 2018. The company split the award between shares and cash after deductions for applicable withholdings, which are included in the cash amount in the above table.

(a)

Represents matching employer contributions made under the 401(k) Plan. Under the 401(k) Plan, participants may make contributions annually, subject to U.S. federal limits, and LGI makes a matching contribution equal to 100% of the participant’s contribution up to the lesser of the federal limit on contributions or 10% of their cash compensation (excluding awards under Liberty Global’s incentive plans). Voluntary catch-up contributions permitted under U.S. federal law for persons age 50 or older, however, are not matched. Messrs. Fries, Hall and Nair are fully vested in their respective 401(k) Plan accounts.

(b)

Represents defined contribution retirement benefit costs, part of which are paid as employer contributions into the Liberty Global Group Pension Plan in the U.K. and part of which are paid in the form of a taxable cash allowance. Liberty Global Europe Ltd. sponsors a defined contribution retirement plan under which it provides matching contributions on a 1 to 1 basis up to 10% of base salary. Mr. Bracken has elected to contribute 10% of his base salary and is therefore entitled to receive a matching company contribution equal to 10% of his base salary. However, the annual amount of contributions which can be paid into a retirement plan on a tax efficient basis in the U.K. is limited to £10,000 ($12,875) per annum for employee and company contributions combined for Mr. Bracken. On that basis, Liberty Global allows him and other employees similarly impacted, to contribute £5,000 ($6,437) to the pension plan which is then matched by a £5,000 ($6,437) company contribution. The difference between the 10% of his base salary which would have otherwise been paid into the pension plan as employer contribution, and the £5,000 ($6,437) company contribution remitted to the pension plan, is paid to Mr. Bracken as a taxable cash allowance. Participating U.K. employees, including Mr. Bracken, are fully vested in the employer contributions to their respective pension plans.

(c)

Represents defined contribution retirement benefit costs, part of which are paid as employer contributions into the Dutch Liberty Global Pension Plan in the Netherlands and part of which are paid in the form of a taxable cash allowance. Liberty Global B.V. (LG BV), retains an insurance company to execute the Dutch Liberty Global Pension Plan which is a defined contribution retirement plan. This plan also includes a survivor’s pension and insurance covering a waiver of premium payment into the plan in the case of disability. The employer makes a contribution to each participant’s pension plan equal to a percentage of the participant’s pensionable salary (annual base salary minus an offset), which varies according to the participant’s age. The employer also pays the cost of the insurance provided through the pension plan. In 2017, the Netherlands regulatory agency increased the cap on salary to €103,317 ($116,716). For Mr. Karsten, the employer contribution in 2017 is 23.6% of his annual base salary up to this cap and minus the aforementioned offset. Any employer contributions on his annual base salary in excess of this cap are paid as a taxable pension allowance. In 2017, participants are required to make a contribution of 2% of their pensionable base salary to their individual pension plans. Participating Netherlands employees, including Mr. Karsten, are fully vested in the employer contributions to their respective pension plans.

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(d)	Amounts reflect the following:

•	Premiums for term life insurance for Messrs. Fries ($1,137), Hall ($1,137) and Nair ($1,512) under our group term life insurance benefit plan for U.S. employees.

•	Premiums for term life insurance for Mr. Bracken ($3,330) under Liberty Global Europe Ltd.’s group life assurance policy for U.K. employees.

•	Payments made on behalf of Mr. Fries, Mr. Karsten and Mr. Nair under our executive health plan.

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Our aggregate incremental cost attributable to personal use of our aircraft or having a personal guest on a business flight by each of the following NEOs is: Mr. Fries ($350,263) , Mr Bracken ($48,205) and immaterial amounts for Mr. Nair. Aggregate incremental cost for personal use of our aircraft is determined on a per flight basis and includes fuel, oil, lubricants, hourly costs of aircraft maintenance for the applicable number of flight hours, in-flight food and beverage services, trip-related hangar and tie down costs, landing and parking fees, travel expenses for crew and other variable costs specifically incurred. Aggregate incremental cost for a personal guest is determined based on our average direct variable costs per passenger for fuel and in-flight food and beverage services, plus, when applicable, customs and immigration fees specifically incurred.

•	The cost for ground transportation, food and tours for Mr. Fries’ spouse while in Germany for the July 2017 board meeting.

•	The cost of gifts from us to Mr. Fries valued at $825, plus the related tax gross up ($124).

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Contributions to several charitable and non-profit organizations made by Liberty Global at the request of Mr. Fries. Such contributions aggregated $665,000 and are not included in Mr. Fries’ Liberty Global income for tax purposes. Of the organizations that received such contributions, Mr. Fries is a member of the board of two of the organizations and on the advisory boards or a trustee of four other organizations to which Liberty Global contributed. The contributions to these organizations were $390,000 in the aggregate.

•	Liberty Global matched $13,513 in charitable contributions by Mr. Nair through its company match program, which is open to all employees. Such contributions are not included in Mr. Nair’s Liberty Global income for tax purposes.

•	During 2017, Messrs. Fries, Hall and Nair each used sporting and concert event tickets that resulted in no incremental cost to us.

•	During 2017, Mr. Bracken used sporting and concert tickets made available generally to all employees of our U.K. offices on a first come, first served basis for which we do not attribute compensation.

(6)

Amount includes $1,797,750 of Mr. Fries’ 2015 salary, the payments of which Mr. Fries elected to defer pursuant to our Deferred Compensation Plan. Such deferred amount accrues interest at the rate of 9% per annum compounded daily until paid in full. The amount deferred, plus accrued interest, will be paid upon the earlier of December 31, 2019, Mr. Fries’ separation of service or a change in control of Liberty Global.

(7)	For the years indicated, Mr. Bracken received all or a portion of his salary, perquisites and employee benefits in British pounds, which have been converted for this presentation to U.S. dollars based upon the average exchange rate in effect during each respective year (0.7767 for 2017, 0.7407 for 2016 and 0.6545 for 2015).

(8)	Compensation information has been included for 2017 only because Mr. Hall was not a named executive officer in 2016 or 2015.

(9)

Amount includes $780,563 of Mr. Hall’s 2017 salary, the payments of which Mr. Hall elected to defer pursuant to our Deferred Compensation Plan. Such deferred amounts accrue interest at the rate of 8.5% per annum compounded daily until paid in full. The amounts deferred in 2017 plus accrued interest, will be paid in two equal installments on January 1, 2019 and January 1, 2020, respectively or in each case, if earlier, his separation of service or a change in control of Liberty Global.

(10)

The 2017 annual performance bonus award amount includes $570,180 for Mr. Hall and $712,726 for Mr. Nair, deferred at their respective elections pursuant to our Deferred Compensation Plan at the time such award was paid in 2018. Such deferred amount, plus accrued interest at the rate of 8.5% per annum, compounds daily until paid in full. With respect to Mr. Hall, the amount deferred, plus accrued interest, will be paid in two installments on January 1, 2019 and March 1, 2021, respectively, or in each case, if earlier, his separation of service or a change in control of Liberty Global. With respect to Mr. Nair, the amount deferred, plus accrued interest, will be paid on the earlier of January 1, 2019, his separation of service from Liberty Latin America (a former subsidiary of Liberty Global), or a change in control of Liberty Global.

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(11)	For the years indicated, Mr. Karsten received all or a portion of his salary, perquisites and employee benefits in euros, which have been converted for this presentation to U.S. dollars based upon the average exchange rate in effect during each respective year (0.8852 for 2017, 0.9035 for 2016 and 0.9009 for 2015).

(12)

Amounts includes $104,075 of Mr. Nair’s 2017 salary, the payments of which Mr. Nair elected to defer pursuant to our Deferred Compensation Plan. Such deferred amount accrues interest at the rate of 8.5% per annum compounded daily until paid in full. The amount deferred, plus accrued interest, will be paid upon the earlier of January 14, 2022, Mr. Nair’s separation of service from Liberty Latin America, or a change in control of Liberty Global.

(13)

Amount includes $102,500 of Mr. Nair’s 2016 salary. The payments of which Mr. Nair elected to defer pursuant to our Deferred Compensation Plan. Such deferred amount accrues interest at the rate of 9% per annum compounded daily until paid in full. The amount deferred, plus accrued interest, will be paid upon the earlier of January 1, 2021, Mr. Nair’s separation of service from Liberty Latin America, or a change in control of Liberty Global.

(14)

The 2016 annual cash performance bonus award amount includes $806,000 for Mr. Nair, deferred at his election pursuant to our Deferred Compensation Plan at the time of such award was paid in 2017. Such deferred amount, plus accrued interest at the rate of 8.5% per annum, compounds daily until paid in full. The amount deferred, plus accrued interest, will be paid on the earlier of January 21, 2021, his separation of service from Liberty Latin America, or a change in control of Liberty Global.

(15)

The 2015 annual performance bonus award amount includes $1,028,000 for Mr. Nair, deferred at his election pursuant to our Deferred Compensation Plan at the time such award was paid in 2016. Such deferred amount, plus accrued interest at the rate of 9% per annum, compounds daily until paid in full. The amount deferred, plus accrued interest, will be paid on the earlier of October 19, 2021, his separation of service from Liberty Latin America, or a change in control of Liberty Global.

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(1)	Vests in 2 equal remaining quarterly installments on February 1, 2018 and May 1, 2018, respectively.

(2)	Vests in 6 equal remaining quarterly installments from February 1, 2018 to May 1, 2019.

(3)	Vests in 10 equal remaining quarterly installments from February 1, 2018 to May 1, 2020.

(4)	Vests in 14 equal remaining quarterly installments from February 1, 2018 to May 1, 2021.

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(5)	Represents the target number of Liberty Global Class A shares and Liberty Global Class C shares, underlying 2016 PSUs that may be earned by each of our NEOs. If earned, the 2016 PSUs will vest in two equal installments on April 1, 2019 and October 1, 2019, respectively.

(6)	Vests in three equal annual installments commencing on March 15, 2018.

(1)	Value reflects the aggregate amount of awards for the applicable class of shares exercised or vested in 2017.

(2)	Includes shares withheld by us to pay the minimum withholding tax due upon vesting of the RSUs in 2017.

(3)

Consists of Liberty Global Class A shares, Liberty Global Class C shares, LiLAC Class A shares and LiLAC Class C shares subject to SARs, which were exercised automatically upon expiration of their term. The actual number of shares issued to Mr. Fries upon exercise of these SARs, after taking into account the spread between the base price and the closing market price and giving effect to the withholding of shares for taxes was 26,449 Liberty Global Class A shares, 78,807 Liberty Global Class C shares, 2,687 LiLAC Class A shares and 7,949 LiLAC Class C shares.

(4)	Consists of Liberty Global Class C shares, which were exercised at the election of Mr. Bracken. The actual number of shares issued to Mr. Bracken upon exercise of these SARs, after taking into account the spread between the base price and the closing market price and giving effect to the withholding of shares for taxes, was 30,721 Liberty Global Class C shares.

(5)

Consists of Liberty Global Class A shares, Liberty Global Class C shares, LiLAC Class A shares and LiLAC Class C shares subject to SARs, which were exercised at the election of Mr. Karsten. The actual number of shares issued to Mr. Karsten upon exercise of these SARs, after taking into account the spread between the base price and the closing market price and giving effect to the withholding of shares for taxes, was 6,497 Liberty Global Class A shares, 19,425 Liberty Global Class C shares, 709 LiLAC Class A shares and 2,146 LiLAC Class C shares.

(6)

Consists of Liberty Global Class A shares, Liberty Global Class C shares, LiLAC Class A shares and LiLAC Class C shares subject to SARs, which were exercised automatically upon expiration of their term. The actual number of shares issued to Mr. Nair upon exercise of these SARs, after taking into account the spread between the base price and the closing market price and giving effect to the withholding of shares for taxes was 9,919 Liberty Global Class A shares, 29,556 Liberty Global Class C shares, 1,007 LiLAC Class A shares and 2,980 LiLAC Class C shares.

(1)	Of these amounts, the following were reported in the Summary Compensation Table as above-market earnings that were credited to the NEO’s account during 2017:

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(2)	Includes salary contributed in 2015.

(3)	Includes salary of $780,563 and annual performance bonus award of $1,450,800 contributed in 2017.

(4)	Includes salary contributed as follows: $264,375 in 2015, $512,500 in 2016 and $780,563 in 2017. Also, includes annual performance bonus awards contributed as follows: $1,471,200 in 2015 and $1,450,800 in 2017.

(5)	Includes salary of $104,075 and annual performance bonus award of $806,000 contributed in 2017.

(6)	Includes salary contributed as follows: $102,500 in 2016 and $104,075 in 2017. Also includes annual performance bonus awards contributed as follows: $792,000 in 2014, $1,226,000 in 2015, $1,028,000 in 2016 and $806,000 in 2017.

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The amounts in the tables for unvested SARs that vest on an accelerated basis or continue to vest are based on the spread between the base price of the award and the applicable closing market price on December 31, 2017. Restricted shares or units and PSUs that would vest on an accelerated basis or continue to vest are valued using the applicable closing market price on December 29, 2017 (the last trading day in 2017). Due to the Split-off, treatment of awards based on LiLAC ordinary shares are excluded. On December 29, 2017, the closing market price for each class of our ordinary shares was as follows:

▪	Liberty Global Class A $35.84

▪	Liberty Global Class B $35.55

▪	Liberty Global Class C $33.84

•	The amounts for Messrs. Bracken and Karsten assume they receive a lump sum payment in cash of salary and benefits instead of six months’ notice of termination under their employment agreements. Also, to the extent compensation to these executive officers is paid in British pounds or euros, it has been converted to U.S. dollars based upon the average exchange rate in effect during 2017.

•	Under the Fries Agreement, the effect of termination of employment or a change in control varies depending on whether it occurs during the performance period or during the service period.

•	Under the Fries Agreement, if a termination of employment occurs without cause or by Mr. Fries for good reason, he will also receive an amount equal to the Applicable Percentage and the value of the Ungranted Appreciation Awards. For purposes of the tables, these amounts are based on the following:

▪	beginning in 2016, the target annual grant value increases by $2.5 million each year from the 2014 target annual compensation for Mr. Fries;

▪	two-thirds of such target annual grant value are treated as PSUs (with the value for 2016 and 2017 combined into a single grant of 2016 PSUs); and

▪	one-third of such target annual grant value is treated as if the spread between the closing market prices of the underlying shares over the grant date value of the Ungranted Appreciation Awards over the vesting period equaled one-third of such target annual grant value.

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(1)	For Mr. Fries, assumes he earned 100% of his target 2016 PSUs, although not payable until after the performance period.

(2)	For Mr. Fries, represents the estimated cost to maintain health benefits for him and/or his dependents during the 18-month period following his termination.

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(3)	For Mr. Bracken and Mr. Karsten, represents the estimated cost to maintain their employee benefits during their six-month notice period.

1.	A person or entity, subject to specified exceptions, acquires beneficial ownership of at least 20% of the combined voting power of our outstanding securities ordinarily having the right to vote in the election of directors in a transaction that has not been approved by our board of directors. We refer to this change-in-control event as an “Unapproved Control Purchase”.

2.	During any two-year period, persons comprising the board of directors at the beginning of the period cease to be a majority of the board, unless the new directors were nominated or appointed by two-thirds of the continuing original directors. We refer to this change-in-control event as a “Board Change”.

3.

Our board of directors approves certain transactions such as (a) a merger, consolidation or binding share exchange that results in the shareholders of our company prior to the transaction owning less than a majority of the combined voting power of our capital stock after the transaction or in which our ordinary shares are converted into cash, securities or other property, subject to certain exceptions, (b) a plan of liquidation of our company, or (c) a sale of substantially all the assets of our company. We refer to this change-in-control event as a “Reorganization”.

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(1)	For Mr. Fries, represents the estimated cost to maintain health benefits for him and/or his dependents during the 18-month period following his termination.

(2)	Although the 2016 PSUs are deemed earned (prorated for completed years in the performance period), they are not payable until the original vesting dates under the grant agreements.

(3)	For Messrs. Bracken and Karsten, represents the estimated cost to maintain their employee benefits during their six-month notice period.

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•	the annual total compensation of the employee identified as the median of our company (other than our CEO) was $80,531

•	the annual total compensation of the CEO for purposes of determining the CEO Pay Ratio was $17,122,091

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(1)	Mr. Fries, our CEO and president, is not included in this table because he is a named executive officer and does not receive any additional compensation as a director. For information on Mr. Fries’ compensation, please see —Summary Compensation above.

(2)	The dollar amounts in the table reflect the grant date fair value of the option awards related to Liberty Global Class A shares, Liberty Global Class C shares, LiLAC Class A shares and LiLAC Class C shares at the time of grant in accordance with FASB ASC 718.

(3)	At December 31, 2017, our current directors had the following awards outstanding:

(4)

The dollar amounts shown in the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column reflect the above-market value of accrued interest, which is the portion of the accrued interest equal to the amount that exceeds 120% of the applicable federal long-term rate (with compounding) at the time the rate was set, on compensation previously deferred by such director under our Director Deferred Compensation Plan.

(5)	Mr. Malone serves without cash compensation. On May 1, 2017, our compensation committee granted Mr. Malone option awards for his services as chairman of the board, which options vest in three equal annual installments, commencing May 1, 2018.

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(6)

Includes reimbursement for personal expenses related to the ownership of our shares and his service as our chairman ($500,000) and aggregate incremental cost attributable to personal use of our aircraft ($40,340) and the director’s spouse accompanying him on a business trip to and from Berlin, Germany, plus the cost of ground transportation, food and tours for his spouse while in Germany for the July 2017 board meeting. Also includes gifts from us valued at less than $750 and the related tax gross-up ($177).

(7)	Amount includes $80 of Mr. Coles fees, $97 of Mr. Gould’s fees and $80 of Mr. Wargo’s fees, respectively, the payment of which each such director elected to defer pursuant to the Director Deferred Compensation Plan. Such deferred amounts accrue interest at the rate of 8.5% per annum, compounded daily until paid in full.

(8)	Represents the amount paid as a tax gross-up on gifts from us valued at less than $750.

(9)	Such amount includes the value of 816 Liberty Global Class A shares, 1,653 Liberty Global Class C shares, 31 LiLAC Class A shares and 62 LiLAC Class C shares, the issuance of which Mr. Cole elected to defer pursuant to the Director Deferred Compensation Plan.

(10)	Represents the dollar amount of fees paid in our Liberty Global Class A shares, Liberty Global Class C shares, LiLAC Class A shares and LiLAC Class C shares at the election of the director.

(11)

Such amount includes our aggregate incremental cost attributable to his spouse accompanying him on business trips from a board meeting and to and from Berlin, Germany, the cost of ground transportation, food and tours for his spouse while in Germany for the July 2017 board meeting, health insurance premiums for the benefit of such of director and his spouse and gifts from us valued at less than $750, plus the related tax gross-up ($172).

(12)	Such amount includes the value of 1,021 Liberty Global Class A shares, 2,069 Liberty Global Class C shares, 37 LiLAC Class A shares and 74 LiLAC Class C shares, the issuance of which Mr. Gould elected to defer pursuant to the Director Deferred Compensation Plan.

(13)	Amount includes $85,000 of Mr. Green’s fees and $93,500 of Mr. Rapley’s fees, respectively, the payment of which each such director elected to defer pursuant to the Director Deferred Compensation Plan. Such deferred amount accrues interest at the rate of 8.5% per annum compounded daily until paid in full to him.

(14)	Includes our aggregate incremental cost attributable to the personal use of our aircraft and the director’s spouse accompanying him on a business trip to and from Berlin, Germany for the July 2017 board meeting, plus the cost of ground transportation, food and tours for his spouse while in Germany. Also includes gifts from us valued at less than $550, plus the related tax gross-up ($87).

(15)	Includes our aggregate incremental cost attributable to the personal use of our aircraft ($52,793) and gifts valued at less than $750, plus the related tax gross-up ($160).

(16)	Such amount includes the value of 816 Liberty Global Class A shares, 1,653 Liberty Global Class C shares, 31 LiLAC Class A shares and 62 LiLAC Class C shares, the issuance of which Mr. Wargo elected to defer pursuant to the Director Deferred Compensation Plan.

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5.	To approve, on an advisory basis, the annual report on the implementation of the directors’ compensation policy for the year ended December 31, 2017, contained in Appendix A of this proxy statement (in accordance with requirements applicable to U.K. companies).

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6.	To ratify the appointment of KPMG LLP (U.S.) as Liberty Global’s independent auditor for the year ending December 31, 2018.

7.	To appoint KPMG LLP (U.K.) as Liberty Global’s U.K. statutory auditor under the U.K. Companies Act 2006 (to hold office until the conclusion of the next annual general meeting at which accounts are laid before Liberty Global).

8.	To authorize the audit committee of Liberty Global’s board of directors to determine the U.K. statutory auditor’s compensation.

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(1)

Audit fees include fees for the audit and quarterly reviews of our 2017 and 2016 consolidated financial statements, audit of internal controls over financial reporting, statutory audits, audits required by covenants and fees billed in the respective periods for professional consultations with respect to accounting issues, offering memoranda, registration statement filings and issuance of consents.

(2)

Audit related fees for 2017 include fees for audit services performed in connection with assurance and attestation services not required by statute or regulation. Audit related fees for 2016 include fees for audit services performed in connection with the acquisition of CWC, which we reimbursed to CWC, accounting consultation services performed in connection with the acquisition of CWC, the application of SEC rules and regulations and other assurance and attestation services not required by statute or regulation.

(3)	Tax fees for 2017 include fees billed for tax compliance and consultations regarding the tax implications of certain transactions. Tax fees for 2016 include fees billed for international tax compliance services for various subsidiaries of CWC and global mobility tax compliance services provided to employees of CWC in non-financial reporting oversight roles.

(4)	All other services for 2016 include fees billed for consultancy services related to environmental and sustainability services and attest services provided for a data center of CWC in the Cayman Islands.

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audit services as specified in the policy, including (a) financial statement audits for us required by statute or regulatory authority, excluding the audit of our annual financial statements, (b) financial statement audits of our subsidiaries required by statute or regulatory authority, (c) services associated with registration statements, periodic reports and other documents filed with the SEC, such as consents, comfort letters and responses to comment letters, (d) attestations required by statute or regulatory authority and (e) consultations with management as to the accounting or disclosure treatment of transactions or events and the actual or potential impact of final or proposed rules of applicable regulatory

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audit-related services as specified in the policy, including (a) due diligence services relating to potential business acquisitions and dispositions, (b) financial statement audits of employee benefit plans, (c) consultations with management with respect to the accounting or disclosure treatment of transactions or events and the actual or potential impact of final or proposed rules of applicable regulatory and standard setting bodies (when such consultations are considered “audit-related services” and not “audit services” under the SEC rules promulgated pursuant to the Exchange Act), (d) attestation services not required by statute or regulation, (e) closing balance sheet audits pertaining to dispositions, (f) assistance with implementation of the requirements of SEC, International Accounting Standards Board or Public Company Accounting Oversight Board rules or listing standards promulgated pursuant to the Sarbanes-Oxley Act, (g) services associated with offering memoranda and other documents filed with or required by applicable regulators, such as consents, comfort letters and responses to comment letters, (h) internal control reviews and assistance with internal control reporting requirements and (i) financial statement audits of our subsidiaries and affiliates not required by statute or regulatory authority but required by contract or other internal reasons;

•

tax services as specified in the policy, including (a) planning, advice and compliance services in connection with the preparation and filing of U.S. federal, state, local or international taxes, (b) review or preparation of U.S. federal, state, local and international income, franchise and other tax returns, (c) assistance with tax audits and appeals before the IRS or similar local and foreign agencies, (d) tax advice regarding statutory, regulatory or administrative developments, (e) expatriate tax assistance and compliance, (f) mergers and acquisitions tax due diligence assistance and (g) tax advice and assistance regarding structuring of mergers and acquisitions; and

•	non-audit services as specified in the policy, currently limited to assistance with environmental and sustainability reporting.

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9.

To approve the form agreements and counterparties pursuant to which Liberty Global may conduct the purchase of its ordinary shares in the capital of Liberty Global and authorize all or any of Liberty Global’s directors and senior officers to enter into, complete and make purchases of ordinary shares in the capital of Liberty Global pursuant to the form of agreements and with any of the approved counterparties, which approvals will expire on the fifth anniversary of the 2018 annual general meeting of shareholders.

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10.	To approve the form of agreement and counterparty pursuant to which Liberty Global may conduct the purchase of its deferred shares in the capital of Liberty Global and authorize all or any of Liberty Global’s directors and senior officers to enter into, complete and make a purchase of deferred shares in the capital of Liberty Global pursuant to the form of agreement.

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(1)	Taxable benefits provided to our executive director include the following:

(a)	These expenses include entertainment costs for his spouse joining for board meetings.

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(a)	These expenses include travel and entertainment costs for spouses or guests joining members of our board for board meetings.

(b)	Cost of membership in a professional organization.

(c)	Reflects the cost of a tablet provided at the request of the director.

(d)	These expenses include reimbursement for personal expenses related to the ownership of our shares and his services as chairman.

(2)

The amount reflects the annual performance bonus awards earned by Mr. Fries under the 2014 Incentive Plan. For information regarding the operation of our annual performance bonus awards, including the performance metrics and maximum achievable performance bonus awards, see the section of the CD&A titled Elements of Compensation Packages—Annual Performance Bonus Awards. Our non-executive directors do not receive annual performance bonus awards.

(3)

The amount reflects the value of PSUs with a performance period that ended in the year indicated based on the actual number of PSUs earned and the closing price of the shares as reported by NASDAQ on December 31 of such year. The PSUs generally vest in the year following the end of the performance period as long as the executive director is employed by our company on the vesting date. For information regarding the operation of our PSUs including the performance measures and targets, see the section of the CD&A titled Elements of Compensation Packages—Equity Awards. Our non-executive directors do not participate in our long-term incentive programs.

(4)

The amounts represent the intrinsic value for all SARs (i.e., the spread between the base price of the applicable SAR and the market price of the underlying shares on the respective vesting dates) or options that vested during the years indicated as calculated based on the closing prices of our shares on the applicable vesting dates, as reported by NASDAQ. For our executive director, the amounts consist of the value of shares received by our executive director upon vesting of RSUs during the year indicated and the aggregate value for SARs that vested quarterly during the applicable year, added together. For our non-executive directors, the amounts consist of the value of shares received by such director upon the vesting of RSUs during the years indicated and the value of options that vested annually during the applicable year, added together. The RSU and SAR awards for our executive director and the RSU and option awards for our non-executive directors are not subject to performance measures but are time-vested only. We believe time-vested awards are appropriate in order to have our directors retain a long-term interest in our company. The value of the awards will move with our share prices,

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(5)	We do not provide a pension or other defined benefit plan for our directors.

(6)	Includes the dollar amount of fees paid in our Liberty Global Class A shares, Liberty Global Class C shares, LiLAC Class A shares and LiLAC Class C shares at the election of the director.

(7)	The following table indicates the amount of fees included in the table that the directors listed have elected to defer in the years indicated pursuant to the Director Deferred Compensation Plan. Such deferred amounts accrue interest at the rate of 9% per annum for 2016 and at 8.5% per annum for 2017, compounded daily, until paid in full.

(8)	Based on the closing prices of our ordinary shares on the June 21, 2017, none of the options that vested that day were in the money.

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(1)	Includes 1,977 Liberty Global Class A shares and 13,059 Liberty Global Class C shares held in the 401(k) Plan for the benefit of Mr. Fries.

(2)	Represents the target number of Liberty Global Class A shares and Liberty Global Class C shares underlying 2016 PSUs that may be earned by the executive director. If earned, the 2016 PSUs will vest in two equal installments on April 1, 2019 and October 1, 2019, respectively.

(3)	Represents the target number of Liberty Global Class A shares and Liberty Global Class C shares underlying 2018 PSUs that may be earned by the executive director. If earned, the 2018 PSUs will vest in two equal installments on April 1, 2020 and October 1, 2020, respectively.

(4)	Vests in one remaining quarterly installment on May 1, 2018.

(5)	Vests in five equal remaining quarterly installments from May 1, 2018 to May 1, 2019.

(6)	Vests in nine equal remaining quarterly installments from May 1, 2018 to May 1, 2020.

(7)	Vests in 13 equal remaining quarterly installments from May 1, 2018 to May 1, 2021.

(8)	Vests in one remaining annual installment on June __, 2018.

(9)	Vests in two equal remaining annual installments on June __, 2018 and the date of our annual general meeting in 2019.

(10)	Vests as to one-third of the option shares each on the date of the first, second and third annual general meetings of shareholders following the date of grant.

(11)	Includes 32 Liberty Global Class C shares held by Mr. Cole’s minor daughter.

(12)	Includes 124,808 Liberty Global Class A shares and 756,405 Liberty Global Class C shares held by Mr. Malone’s spouse, as to which shares Mr. Malone has disclaimed beneficial ownership. Also includes 8,677,225 Liberty Global Class B shares and 6,757,225 Liberty Global Class C shares held by the Malone Trust and includes 2,140,050 Liberty Global Class A

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(13)	Vests in one remaining annual installment on May 1, 2018.

(14)	Vests in two equal remaining annual installments on May 1, 2018 and 2019.

(15)	Vests in three equal remaining annual installments on May 1, 2018, 2019 and 2020.

(16)

Based on the Schedule 13D/A (Amendment No. 7) of Mr. Malone, filed with the SEC on February 18, 2014, pursuant to a letter agreement dated as of February 13, 2014, among Michael T. Fries, our CEO and our executive director, Mr. Malone and the Malone Trust have agreed that, for so long as Mr. Fries is employed as a principal executive officer by us or serving on our board of directors, (a) in the event the Malone Trust or any permitted transferee (as defined in the letter agreement) is not voting the Liberty Global Class B shares owned by the Malone Trust, Mr. Fries will have the right to vote such Liberty Global Class B shares and (b) in the event the Malone Trust or any permitted transferee determines to sell such Liberty Global Class B shares, Mr. Fries (individually or through an entity he controls) will have an exclusive right to negotiate to purchase such shares, and if the parties fail to come to an agreement and the Malone Trust or any permitted transferee subsequently intends to enter into a sale transaction with a third party, Mr. Fries (or an entity controlled by him) will have a right to match the offer made by such third party.

(17)	Includes 32 Liberty Global Class C shares held by Mr. Wargo’s spouse, as to which Mr. Wargo has disclaimed beneficial ownership.

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(1)	Value reflects the aggregate amount realized upon the exercise or vesting of awards for Liberty Global Class A shares, Liberty Global Class B shares, Liberty Global Class C shares, LiLAC Class A shares, LiLAC Class B shares and LiLAC Class C shares in 2017.

(2)	Includes shares withheld by us to pay the minimum withholding tax due upon vesting of RSUs in 2017.

(3)	Consists of Liberty Global Class A shares, Liberty Global Class C shares, LiLAC Class A shares and LiLAC Class C shares subject to SARs, which were exercised automatically upon expiration of their term. The actual number of shares issued to Mr. Fries upon exercise of these SARs, after taking into account the spread between the base price and the closing market

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(1)

Due to the complexity of our global operations with operations in multiple countries with different currencies, cost of living and work culture, we selected as the comparator group for the above table our corporate employees based in our Denver office, including employees who transitioned to Liberty Latin America in connection with Split-off. This group of employees is considered appropriate because our executive director is based in Denver, his compensation is based on U.S. customs and standards and most of the employees in our Denver corporate offices participate in an annual performance bonus award program and benefit programs similar to those available to our executive director. To determine the percentage changes for the salary and taxable benefits for our corporate employees, we calculated the average amount of salary and taxable benefits per average employee by dividing the total salary and total taxable benefits by the average number of corporate employees for each fiscal year (without adjustment for leavers and joiners). To determine the percentage change for the annual performance bonus award, we calculated the average award earned per corporate employee by dividing the total performance bonus awards earned by the number of employees that earned such awards for each fiscal year.

(1)	Includes costs for wages and salaries, share-based compensation, pension and social security and benefits. The amount for 2016 and for 2017 includes employees who transitioned to Liberty Latin America in connection with the Split-off.

(2)	Includes direct acquisition costs and the effects of derivative instruments, where applicable.

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(a)	Trading data is limited for Liberty Global Class B shares, as these shares are thinly traded.

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(a)	Trading data is limited for LiLAC Class B shares, as these shares were thinly traded.

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