Liberty Global Reports Fiscal 2013 Results

  Liberty Global Reports Fiscal 2013 Results

Organic RGU Growth of 1.3 Million, including 413,000 in Q4

Combined Annual Rebased Revenue and OCF Growth of 4%

Combined Annual Adjusted FCF Increased 16% to $1.8 Billion

Repurchased Over $1.1 Billion of Equity in 2013

Business Wire

DENVER -- February 13, 2014

Liberty Global plc (“Liberty Global” or the “Company”) (NASDAQ: LBTYA, LBTYB
and LBTYK), today announces financial and operating results for the three
months (“Q4”) and year ended December 31, 2013. Some of the information below
concerning Virgin Media relates to periods prior to our ownership of the
business. Please also note that we sold substantially all of our content
business on January 31, 2014 (the “Chellomedia Sale”), and accordingly, we
have presented the disposed business as a discontinued operation for all
periods presented. Highlights for the full year compared to the same period in
2012 (unless noted) include:

  *Organic RGU^1 additions of 1.3 million, including 413,000 in Q4, our best
    quarter of 2013
  *Combined^2 rebased^3 growth of 4% for both revenue and Operating Cash
    Flow^4

       *Liberty Global (excluding Virgin Media) delivered 5% rebased revenue
         and OCF growth

  *Combined Adjusted FCF^5 increased 16% to $1.8 billion, including over $800
    million in Q4
  *Repurchased over $1.1 billion of equity in 2013, including approximately
    $280 million in Q4

Mike Fries, Chief Executive Officer stated, “2013 was a watershed year for
Liberty Global. With the acquisition of Virgin Media, we significantly
enhanced our scale which now encompasses 47 million homes passed and over 24
million unique customers. In January, we completed the Chellomedia Sale for
approximately $1 billion in net proceeds, and we also reached an agreement to
purchase Ziggo N.V. ("Ziggo"), the largest cable operator in the Netherlands.
The Ziggo acquisition will create a nationwide footprint in one of our core
markets and enable us to provide Dutch consumers with even better broadband,
video and voices services. At the same time, we will be the leading challenger
in mobile and B2B.”

“Adjusting to include Virgin Media results for all of 2013, our full-year
combined revenue and OCF would have been $17.3 billion and $7.9 billion,
respectively. Both figures represent rebased growth of 4%, consistent with our
medium-term targets for mid-single digit growth. Our financial results without
Virgin Media were even stronger in 2013, as we delivered 5% rebased revenue
and OCF growth. Our combined Adjusted FCF was $1.8 billion, which represents a
16% increase compared to 2012, consistent with our mid-teens free cash flow
growth objective over the medium term. Looking ahead to 2014, we expect
accelerating rebased OCF growth compared to 2013, and we expect to deliver
Adjusted FCF of approximately $2.0 billion for the full year.^6”

“From an operating perspective, we delivered our third consecutive year of
more than one million organic subscriber additions, with 1.3 million net new
RGUs in 2013, including 413,000 in Q4, which was our strongest quarter of the
year. We continue adding value for our customers by expanding our product
offerings with our advanced digital TV platforms and substantial increases in
our broadband speeds. With Horizon TV rolled out in four countries and TiVo in
the U.K., we now serve 2.5 million next-generation video subscribers,
representing 19% of our digital TV base. In addition, our core bundles in most
markets currently feature broadband internet speeds ranging between 100-150
mbps, along with maximum speeds between 200-500 mbps that even the most
advanced DSL services simply cannot match.”

“We ended the year with our balance sheet in great shape while continuing to
focus on our levered equity growth strategy. During 2013, we returned over
$1.1 billion of capital to shareholders through stock repurchases. In
addition, we recently increased our buyback program by $1 billion.Including
this increase, we are authorized to purchase an additional $3.5 billion under
this program through the end of 2015. With adjusted total liquidity^7 of $7
billion and continued free cash flow generation going forward, we are well
positioned to continue driving shareholder value through strong organic
growth, stock repurchases and the completion and integration of acquisitions.”

Subscriber Statistics

At December 31, 2013, we provided our 24.5 million unique customers with a
total of 48.3 million subscription services (RGUs), consisting of 21.8 million
video, 14.4 million broadband internet and 12.1 million telephony
subscriptions. During 2013, we grew our subscriber base by 39% or 13.4 million
RGUs through a combination of acquisitions, including the Virgin Media
acquisition in the United Kingdom (“U.K.”), and 1.3 million RGUs from organic
growth, including 413,000 additions in the fourth quarter. We also increased
our customer base by 4.7 million during 2013 (inclusive of acquisitions) with
double- and triple-play bundled customers accounting for approximately 57% of
our total customers. We finished 2013 with a single-play customer base of 10.6
million customers, a number that represents a significant growth opportunity.

Broadband internet and telephony gains drove our 2013 RGU organic growth, as
we added 867,000 broadband RGUs (including a record 270,000 in Q4) and 718,000
telephony RGUs (including 192,000 in Q4). We ended 2013 with broadband and
telephony penetrations^8 of 32% and 27%, respectively, which reflect increases
from year-end 2012 penetrations of 29% and 23%, respectively.

We lost 294,000 video subscribers (including 50,000 in Q4) during 2013, an
improvement over our attrition rates in recent years. At December 31, 2013, we
had 13.2 million digital video subscribers, which equates to 63% digital
penetration. On that front, we continued the roll-out of our next-generation
video products, having reached a next-generation video base of 2.5 million or
approximately 19% of our digital TV base as of the first week of February
2014. This includes 2.0 million TiVo subscribers in the U.K. and 500,000 total
Horizon TV subscribers across our Dutch, Swiss, Irish and German markets.

Geographically, our 1.3 million organic subscriber additions in 2013 consisted
of 849,000 RGUs in Western Europe, 256,000 RGUs in Central and Eastern Europe
(“CEE”) and 186,000 RGUs in Latin America.^9 Similar to prior periods, our
subscriber performance in Western Europe was largely driven by our German and
Belgian operations. In particular, our German operation remained our flagship
business, delivering 558,000 RGU additions during 2013 (including 136,000 in
Q4). Our Belgian operation, capitalizing in part on new bundling promotions,
added 146,000 RGUs during 2013 (including 52,000 in Q4). Our annual subscriber
growth in this market represents the strongest result at Telenet since 2009
and reflects a 54% increase over 2012 results. Beyond Europe, our operations
in Latin America delivered a strong performance, as we organically added
129,000 RGUs in Chile and 57,000 RGUs in Puerto Rico, which represents a 48%
year-over-year increase for both operations combined.

In terms of mobile, Virgin Media accounted for approximately 3.0 million of
our 4.1 million total mobile subscriber^10 base at December 31, 2013. On an
organic basis, our Belgian and German mobile businesses were our best
performers, as we added over 225,000 and 100,000 subscribers, respectively,
during the year.

Revenue

Our reported consolidated revenue increased by 71% to $4.5 billion and 46% to
$14.5 billion for the three months and year ended December 31, 2013,
respectively, as compared to the corresponding prior year periods. The growth
in both periods was primarily driven by the inclusion of Virgin Media for
approximately seven months and, to a lesser extent, strong RGU growth fueled
by broadband internet additions and positive foreign currency (“FX”) movements
related to the depreciation of the U.S. dollar against many of our underlying
currencies. When adjusting to neutralize the impact of acquisitions and FX, we
achieved year-over-year rebased revenue growth of 2% and 4% for the fourth
quarter and full-year 2013 periods, respectively.

Geographically, we generated rebased top-line growth of 7% in Chile and 4% in
Western Europe during 2013, while our rebased revenue was flat in CEE as
compared to the prior year. Our Western European operations, which accounted
for over 80% of our consolidated revenue, were led by our operations in
Belgium and Germany. In particular, our Belgian business posted record rebased
revenue growth of 10% on the back of strong mobile and triple-play growth. Our
German operations reported rebased revenue growth of 7% during 2013, despite
the loss of certain public broadcaster carriage fees in 2013 as compared to
the recognition of $32 million of these fees during 2012. In addition, our
Swiss operation delivered 4% rebased growth during 2013, which was its
strongest annual performance since 2008.

Rounding out our five largest Western European operations, our U.K. business
posted rebased revenue growth of 1% on a reported basis (2% for the full year
including the pre-acquisition period), while our Dutch business, faced with a
tough competitive situation, experienced a rebased top-line decline of 2% in
2013. At Virgin Media, solid reported growth in our cable subscription
revenue, helped by a price increase in February 2013, was offset by continued
pressure on Virgin Media's mobile and business (“B2B”) products.

Our 2013 rebased revenue growth for Liberty Global excluding Virgin Media was
5%, while Virgin Media on a full-year stand-alone basis grew 2% (as noted
above). Combining Liberty Global for the full 2013 period and Virgin Media for
the pre-acquisition period, our rebased revenue growth for 2013 would have
been approximately 4%.

Operating Cash Flow

For the three months and year ended December 31, 2013, our reported OCF
increased 65% to $2.1 billion and 40% to $6.7 billion, respectively, as
compared to the corresponding 2012 periods. The underlying reasons for our OCF
growth were consistent with the aforementioned revenue drivers including the
contribution from Virgin Media. Our rebased OCF growth was 2% and 3% for the
three months and year ended December 31, 2013, respectively. Our rebased
growth in both periods was hampered by more than $25 million of positive
non-recurring items realized by Virgin Media in Q4 2012 and, with respect to
the full-year rebased growth rate, an increase in net integration costs driven
by the Virgin Media acquisition.

Geographically, our Chilean and Western European operations generated rebased
OCF growth during 2013 of 15% and 4%, respectively, while our CEE operations
posted a decline of 3%, hindered by flat revenue as a result of strong
competition. Our strong performance in Chile was a function of strong revenue
and OCF growth in the core cable operations and a significant decline in the
OCF deficit generated by the mobile business. Turning to Western Europe, we
delivered 2013 rebased OCF growth of 11%, 9%, 8% and 7% in our Irish, German,
Belgian and Swiss operations, respectively.

Offsetting these strong performances, our British and Dutch operations
reported rebased OCF declines of 1% and 5%, respectively, with Virgin Media
only included for approximately seven months. On a full-year basis, our
British business delivered rebased OCF growth of 3%, which includes among
other items, the impact of higher programming costs and the negative impact of
the previously mentioned non-recurring items in Q4 2012. Although in Q4 we had
our second consecutive sequential quarter of improved local currency OCF in
the Netherlands, we believe the Dutch market will remain challenging in 2014.

When combining Liberty Global and Virgin Media for the entire 2013 period, our
combined rebased OCF growth would have increased to 4%, with Virgin Media
generating 3% (as noted above) and Liberty Global (excluding Virgin Media)
producing 5% rebased growth.

Our consolidated OCF margins^11 for the fourth quarter and year ended December
31, 2013 were 46% and 47%, respectively, as compared to 48% and 49% for the
corresponding prior year periods. The annual margin decline for both periods
was due primarily to the inclusion of Virgin Media. Excluding Virgin Media for
both periods, our OCF margin would have been 49% for Q4 2013 and 48% for
full-year 2013.

Operating Income

As compared to the corresponding prior year periods, operating income
increased by 1% for each of the three-month and full-year periods ended
December 31, 2013, to $518 million and $2.0 billion, respectively. For both
periods, our OCF growth was largely offset by certain impacts of the Virgin
Media transaction, including increases in depreciation and amortization
expense, share-based compensation and impairment, restructuring and other
operating items. With respect to our full-year 2013 operating income, our
results were also positively impacted by the release of a $146 million
litigation provision.

Net Earnings (Loss) Attributable to Liberty Global Shareholders

For the three months and year ended December 31, 2013, we reported net losses
attributable to Liberty Global shareholders (“Net Loss”) of $121 million or
$0.31 per basic and diluted share and $964 million or $2.87 per basic and
diluted share, respectively. This compares to a Net Loss of $331 million or
$1.27 per basic and diluted share for the three months ended December 31, 2012
and, including the positive impact of a $924 million gain on the disposition
of our Austar interest in Q2 2012, net earnings attributable to Liberty Global
shareholders of $323 million or $1.21 per basic and diluted share for the year
ended December 31, 2012.

At February 7, 2014, we had 393 million shares outstanding, as compared to 395
million at October 31, 2013. These amounts do not give effect to the impact of
the share dividend of one Liberty Global Class C ordinary share for each
outstanding Class A, Class B and Class C ordinary share that we announced in
January 2014. We expect this share dividend to be issued on March 3, 2014.

Property and Equipment Additions & Capital Expenditures

We reported $3.2 billion of property and equipment additions^12 or 22% of
revenue for 2013 as compared to $2.3 billion or 23% of revenue for 2012. The
increase in our reported property and equipment additions was due principally
to the inclusion of Virgin Media from the date of acquisition. However,
measured as a percentage of revenue, Virgin Media’s property and equipment
additions were broadly consistent with Liberty Global's average in 2013. If we
include the 2013 pre-acquisition period for Virgin Media, our combined
property and equipment additions would total approximately $3.8 billion or 22%
of revenue.

We remain focused on optimizing our working capital position, including the
increased use of vendor financing and capital lease arrangements. These
arrangements, which accounted for $717 million and $310 million of our
property and equipment additions during 2013 and 2012, respectively, are the
primary reason that our capital expenditures^13 are lower than our property
and equipment additions. In this regard, our reported capital expenditures for
2013 and 2012 were $2.5 billion or 17% of revenue and $1.9 billion or 19% of
revenue, respectively. On a combined basis for 2013 with Virgin Media included
for the entire year, our capital expenditures would have equated to
approximately $3.0 billion or 17% of revenue.

Free Cash Flow & Adjusted Free Cash Flow

Our reported Free Cash Flow^14 improved 27% to $1.1 billion in 2013, as
compared to $885 million in 2012. Our Adjusted FCF, which excludes costs
associated with our Chilean wireless operation and certain costs incurred in
connection with the Virgin Media acquisition as applicable, increased by 30%
to $1.3 billion in 2013, including over $800 million in Q4 2013. The
year-over-year increase in both our 2013 FCF and Adjusted FCF was largely due
to the contribution from Virgin Media from the date of acquisition, in
addition to our working capital management efforts, including the positive net
impact of our vendor financing arrangements.

If we were to combine the Adjusted FCF of both Liberty Global and Virgin Media
for the full 2013 period, we would have reported combined Adjusted FCF of $1.8
billion, a 16% increase over the combined figure for the corresponding prior
year period.

Leverage & Liquidity

At December 31, 2013, we had total debt^15 and cash and cash equivalents of
$44.7 billion and $2.7 billion, respectively. As compared to the third quarter
of 2013, our reported debt increased by $700 million and our cash position
increased by $495 million. The Q4 increases in both debt and cash balances
were due in part to the translation effect associated with a weakening U.S.
dollar relative to the euro and British pound. In addition, our improved cash
position at December 31, 2013 was due largely to the net effect of our Q4 free
cash flow generation partially offset by our Q4 share repurchase activity.

With respect to our leverage position at year end and after excluding $2.4
billion of debt backed by the shares we hold in Sumitomo Corporation and
Ziggo, we had consolidated gross and net leverage ratios^16 of 5.3x and 4.9x,
respectively, consistent with our third quarter levels. We finished 2013 with
a fully-swapped borrowing cost^17 of approximately 6.6%, as compared to 7.2%
at year-end 2012. We continue to take advantage of favorable market conditions
by extending the maturities of our outstanding indebtedness. For example, in
Q4 we refinanced existing 8.125% debt maturing in 2017 at Unitymedia KabelBW
and issued €475 million ($655 million) of 6.25% senior secured notes due 2029.
As a result, at December 31, 2013, over 85% of our total debt was due beyond
2017.

In January, we created a new credit group consisting of both our Chilean cable
distribution and wireless assets. In January of 2014 we issued $1.4 billion of
senior secured notes due 2024, and used the net proceeds of the offering plus
existing cash to repay approximately $1.7 billion of outstanding indebtedness
under the UPC Broadband Holding Bank Facility, and extracted our Chilean
distribution assets from the UPC credit group. In addition, we announced in
January that we are exploring opportunities with respect to our Latin American
operations including a possible spin-off of those operations to our
shareholders. The evaluation of such opportunities is at a preliminary stage,
and any alternative pursued will be subject to approval by our Board of
Directors.

Our adjusted consolidated liquidity position at December 31, 2013 was
approximately $7.0 billion, including $2.7 billion of cash (as noted above)
and the aggregate maximum undrawn commitments under our credit facilities^18
of $3.3 billion, as adjusted to include the net proceeds from the January 2014
Chellomedia Sale of approximately $1.0 billion. When the relevant December 31,
2013 compliance reporting requirements have been completed for our credit
facilities and assuming no changes from quarter-end borrowing levels, we
anticipate that our subsidiaries' borrowing availability will be limited to
$2.8 billion.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995, including our
expectations with respect to our operating momentum and 2014 and future
prospects, including our expectations for continued organic growth in
subscribers, higher rebased OCF growth, growth in Adjusted FCF, the
penetration of our advanced services, increased broadband internet speeds and
acceptance of our product bundles; our assessment of the strength of our
balance sheet, our liquidity and access to capital markets, including our
borrowing availability, potential uses of our excess capital, including for
acquisitions, investments and continued share buybacks, our ability to
continue to do opportunistic refinancings and debt maturity extensions and the
adequacy of our currency and interest rate hedges; our expectations with
respect to the timing and impact of our expanded roll-out of advanced products
and services, including Horizon TV and, in the U.K., TiVo; our insight and
expectations regarding competitive and economic factors in our markets,
including the Netherlands, statements regarding the acquisition of Ziggo,
including the anticipated consequences and benefits of the acquisition, the
anticipated consequences and benefits of the Virgin Media acquisition, the
availability of accretive M&A opportunities and the impact of our M&A activity
on our operations and financial performance, our expectations with respect to
opportunities with respect to our Latin American operations, including the
timing and structure of any resulting transaction and other information and
statements that are not historical fact. These forward-looking statements
involve certain risks and uncertainties that could cause actual results to
differ materially from those expressed or implied by these statements. These
risks and uncertainties include the continued use by subscribers and potential
subscribers of our services and their willingness to upgrade to our more
advanced offerings, our ability to meet challenges from competition and
economic factors, the continued growth in services for digital television at a
reasonable cost, the effects of changes in technology, law and regulation, our
ability to satisfy regulatory conditions associated with acquisitions and
dispositions, our ability to achieve expected operational efficiencies and
economies of scale, our ability to generate expected revenue and operating
cash flow, control property and equipment additions as measured by percentage
of revenue, achieve assumed margins and control the phasing of our FCF, our
ability to access cash of our subsidiaries and the impact of our future
financial performance and market conditions generally, on the availability,
terms and deployment of capital, fluctuations in currency exchange and
interest rates, the continued creditworthiness of our counterparties, the
ability of vendors and suppliers to timely deliver quality products, as well
as other factors detailed from time to time in our filings with the Securities
and Exchange Commission including the most recently filed Form 10-K. These
forward-looking statements speak only as of the date of this release. We
expressly disclaim any obligation or undertaking to disseminate any updates or
revisions to any forward-looking statement contained herein to reflect any
change in our expectations with regard thereto or any change in events,
conditions or circumstances on which any such statement is based.

About Liberty Global

Liberty Global is the largest international cable company with operations in
14 countries. We connect people to the digital world and enable them to
discover and experience its endless possibilities. Our market-leading
triple-play services are provided through next-generation networks and
innovative technology platforms that connected 24 million customers
subscribing to 48 million television, broadband internet and telephony
services at December31, 2013.

Liberty Global's consumer brands include Virgin Media, UPC, Unitymedia, Kabel
BW, Telenet and VTR. Our operations also include Liberty Global Business
Services, our commercial division and Liberty Global Ventures, our investment
fund. For more information, please visit www.libertyglobal.com or contact:

_______________________________________

      Please see page 22 for the definition of revenue generating units
      (“RGUs”). Organic figures exclude RGUs of acquired entities at the date
^1   of acquisition, but include the impact of changes in RGUs from the date
      of acquisition. All subscriber/RGU additions or losses refer to net
      organic changes, unless otherwise noted.
      Combined rebased growth rates reflect the combination of our and Virgin
      Media's revenue and Operating Cash Flow ("OCF") for the full year and
^2    three months ended December 31, 2013 and December 31, 2012. For
      additional information regarding rebased growth calculations, see page
      11.
^3    Please see page 11 for information on rebased growth.
^4    Please see page 14 for our OCF definition and the required
      reconciliation. For the combined OCF reconciliation, please see page 17.
^5    Please see page 17 for information on combined FCF and combined Adjusted
      FCF.
^6    Our 2014 targets do not assume consolidation of Ziggo. In addition, our
      Adjusted FCF target assumes FX rates consistent with current levels.
      Adjusted consolidated liquidity refers to our consolidated cash and cash
      equivalents plus the maximum undrawn commitments under our subsidiaries'
^7    borrowing facilities without regard to covenant compliance calculations,
      as adjusted to include the net proceeds received from the January 2014
      Chellomedia Sale of approximately $1.0 billion.
      Broadband and telephony penetration are calculated by dividing the
^8    number of broadband internet RGUs or telephony RGUs, respectively, by
      the number of two-way homes passed.
^9    Latin America includes our broadband communications operations in both
      Chile and Puerto Rico.
      Our mobile subscriber count represents the number of active subscriber
      identification module (“SIM”) cards in service rather than services
      provided. For example, if a mobile subscriber has both a data and voice
      plan on a smartphone this would equate to one mobile subscriber.
      Alternatively, a subscriber who has a voice and data plan for a mobile
^10   handset and a data plan for a laptop (via a dongle) would be counted as
      two mobile subscribers. Customers who do not pay a recurring monthly fee
      are excluded from our mobile telephony subscriber counts after periods
      of inactivity ranging from 30 to 90 days, based on industry standards
      within the respective country. Our December 31, 2013 mobile subscriber
      counts for the U.K. and Chile include 1,111,100 and 26,000 prepaid
      mobile subscribers, respectively.
^11   OCF margin is calculated by dividing OCF by total revenue for the
      applicable period.
      Our property and equipment additions include our capital expenditures on
^12   an accrual basis and amounts financed under vendor financing or capital
      lease arrangements.
^13   Capital expenditures refer to capital expenditures on a cash basis, as
      reported in our condensed consolidated statements of cash flows.
^14   Please see page 16 for information on Free Cash Flow (“FCF”) and
      Adjusted Free Cash Flow ("Adjusted FCF") and the
      required reconciliations.
^15   Total debt includes capital lease obligations.
      Our gross and net debt ratios are defined as total debt and net debt to
      annualized OCF of the latest quarter. Net debt is defined as total debt
      less cash and cash equivalents. For purposes of these calculations, debt
^16   excludes the loans backed by the shares we hold in Sumitomo Corp. and
      Ziggo and is measured using swapped foreign currency rates, consistent
      with the covenant calculation requirements of our subsidiary debt
      agreements.
      Our fully-swapped debt borrowing cost represents the weighted average
      interest rate on our aggregate variable and fixed rate indebtedness
^17   (excluding capital lease obligations), including the effects of
      derivative instruments, original issue premiums or discounts and
      commitment fees, but excluding the impact of financing costs.
      The $3.3 billion reflects the aggregate unused borrowing capacity, as
      represented by the maximum undrawn commitments under our subsidiaries'
      applicable facilities without regard to covenant compliance
^18   calculations. When the relevant December 31, 2013 compliance reporting
      requirements have been completed for our credit facilities and assuming
      no changes from quarter-end borrowing levels, we anticipate that our
      subsidiaries' borrowing availability will be limited to $2.8 billion.
      

                                              
Liberty Global plc

Condensed Consolidated Balance Sheets
                                                 
                                                 December 31,
                                                 2013           2012
                                                 in millions
ASSETS
Current assets:
Cash and cash equivalents                        $ 2,701.9        $ 2,038.9
Trade receivables, net                           1,588.7          1,031.0
Prepaid expenses                                 238.2            139.0
Current assets of discontinued operation         238.7            —
Other current assets                             715.1           516.9      
Total current assets                             5,482.6          3,725.8
                                                                  
Restricted cash                                  5.8              1,516.7
Investments                                      3,491.2          950.1
Property and equipment, net                      23,974.9         13,437.6
Goodwill                                         23,748.8         13,877.6
Intangible assets subject to amortization,       5,795.4          2,581.3
net
Long-term assets of discontinued operation       513.6            —
Other assets, net                                4,702.0         2,218.6    
                                                                  
Total assets                                     $ 67,714.3      $ 38,307.7 
                                                                  
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable                                 $ 1,072.9        $ 774.0
Deferred revenue and advance payments from       1,406.2          849.7
subscribers and others
Current portion of debt and capital lease        1,023.4          363.5
obligations
Derivative instruments                           751.2            569.9
Accrued interest                                 598.7            351.8
Accrued programming                              359.1            251.0
Current liabilities of discontinued              127.5            —
operation
Other accrued and current liabilities            2,344.0         1,460.4    
Total current liabilities                        7,683.0          4,620.3
                                                                  
Long-term debt and capital lease obligations     43,680.9         27,161.0
Long-term liabilities of discontinued            19.8             —
operation
Other long-term liabilities                      4,789.1         4,441.3    
Total liabilities                                56,172.8        36,222.6   
                                                                  
Commitments and contingencies
                                                                  
Equity:
Total Liberty Global shareholders                12,025.8         2,210.0
Noncontrolling interests                         (484.3     )     (124.9     )
Total equity                                     11,541.5        2,085.1    
                                                                  
Total liabilities and equity                     $ 67,714.3      $ 38,307.7 
                                                                             

                                              
Liberty Global
plc

Condensed
Consolidated
Statements of
Operations
                                                   
                   Three months ended              Year ended
                   December 31,                    December 31,
                   2013          2012            2013           2012
                   in millions, except share and per share amounts
                                                                    
Revenue            $ 4,468.0      $ 2,619.9      $ 14,474.2      $ 9,930.8 
                                                                    
Operating
costs and
expenses:
Operating
(other than
depreciation
and                1,723.0         894.4           5,417.7          3,349.7
amortization)
(including
share-based
compensation)
Selling,
general and
administrative     775.7           500.1           2,616.5          1,860.3
(including
share-based
compensation)
Depreciation
and                1,354.8         672.5           4,276.4          2,661.5
amortization
Release of
litigation         —               —               (146.0     )     —
provision
Impairment,
restructuring
and other          96.9           39.4           297.5           76.2      
operating
items, net
                   3,950.4        2,106.4        12,462.1        7,947.7   
Operating          517.6          513.5          2,012.1         1,983.1   
income
                                                                    
Non-operating
income
(expense):
Interest           (643.0    )     (447.7    )     (2,286.9   )     (1,673.6  )
expense
Interest and
dividend           2.3             3.8             113.1            42.1
income
Realized and
unrealized
losses on          (337.0    )     (456.0    )     (1,020.4   )     (1,070.3  )
derivative
instruments,
net
Foreign
currency           136.3           281.3           349.3            438.4
transaction
gains, net
Realized and
unrealized
gains (losses)
due to changes
in fair            178.7           (17.6     )     524.1            (10.2     )
values of
certain
investments
and debt, net
Losses on debt
modification,
extinguishment     (41.5     )     (188.2    )     (212.2     )     (213.8    )
and
conversion,
net
Other income       1.1            (4.4      )     (5.6       )     (4.6      )
(expense), net
                   (703.1    )     (828.8    )     (2,538.6   )     (2,492.0  )
Loss from
continuing
operations         (185.5    )     (315.3    )     (526.5     )     (508.9    )
before income
taxes
Income tax
benefit            81.3           23.2           (355.5     )     (75.0     )
(expense)
Loss from
continuing         (104.2    )     (292.1    )     (882.0     )     (583.9    )
operations
Discontinued
operations:
Earnings
(loss) from
discontinued       (10.4     )     (30.5     )     (23.7      )     47.1
operations,
net of taxes
Gain on
disposal of
discontinued       —              —              —               924.1     
operations,
net of taxes
                   (10.4     )     (30.5     )     (23.7      )     971.2     
Net earnings       (114.6    )     (322.6    )     (905.7     )     387.3
(loss)
Net earnings
attributable
to                 (6.6      )     (8.7      )     (58.2      )     (64.5     )
noncontrolling
interests
Net earnings
(loss)
attributable       $ (121.2  )     $ (331.3  )     $ (963.9   )     $ 322.8   
to Liberty
Global
shareholders
                                                                    
Basic and
diluted
earnings
(loss)
attributable
to Liberty
Global
shareholders
per share:
Continuing         $ (0.28   )     $ (1.15   )     $ (2.79    )     $ (2.33   )
operations
Discontinued       (0.03     )     (0.12     )     (0.08      )     3.54      
operations
                   $ (0.31   )     $ (1.27   )     $ (2.87    )     $ 1.21    
                                                                              

                                                
Liberty Global plc Condensed Consolidated Statements of Cash Flows
                                                   
                                                   Year ended December 31,
                                                   2013          2012
Cash flows from operating activities:              in millions
Net earnings (loss)                                $ (905.7  )     $ 387.3
Loss (earnings) from discontinued operations       23.7           (971.2    )
Loss from continuing operations                    (882.0    )     (583.9    )
                                                                   
Adjustments to reconcile loss from continuing
operations to net cash provided by                 4,803.0         3,421.4
operating activities
Net cash provided by operating activities of       10.3           82.2      
discontinued operations
Net cash provided by operating activities          3,931.3        2,919.7   
                                                                   
Cash flows from investing activities:
Cash paid in connection with acquisitions, net     (4,073.4  )     (154.2    )
of cash acquired
Investments in and loans to affiliates and         (1,350.3  )     (32.4     )
others
Capital expenditures                               (2,481.5  )     (1,868.3  )
Proceeds received upon disposition of              —               1,055.4
discontinued operations, net of disposal costs
Other investing activities, net                    (44.9     )     41.8
Net cash used by investing activities of
discontinued operations, including                 (14.9     )     (123.2    )
deconsolidated cash
Net cash used by investing activities              (7,965.0  )     (1,080.9  )
                                                                   
Cash flows from financing activities:
Borrowings of debt                                 $ 9,670.3       $ 5,981.4
Repayments and repurchases of debt and capital     (8,318.6  )     (4,373.6  )
lease obligations
Change in cash collateral                          3,593.8         59.6
Decrease (increase) in restricted cash related     1,539.7         (1,464.1  )
to the Telenet Tender
Repurchase of Liberty Global and LGI shares        (1,157.2  )     (970.3    )
Distributions by subsidiaries to                   (538.1    )     (335.1    )
noncontrolling interest owners
Net cash received (paid) related to derivative     524.5           (108.4    )
instruments
Purchase of additional Telenet shares              (458.0    )     —
Payment of financing costs, debt premiums and      (389.6    )     (229.8    )
exchange offer consideration
Payment of net settled employee withholding        (64.5     )     (54.4     )
taxes on share-based incentive awards
Excess tax benefits from share-based               41.0            6.7
compensation
Contributions by noncontrolling interest           22.2            115.1
owners to subsidiaries
Other financing activities, net                    157.8           (92.2     )
Net cash used by financing activities of           (7.4      )     (4.7      )
discontinued operations
Net cash provided (used) by financing              4,615.9        (1,469.8  )
activities
                                                                   
Effect of exchange rate changes on cash:
Continuing operations                              85.4            28.3
Discontinued operations                            —              (9.6      )
Total                                              85.4           18.7      
Net increase (decrease) in cash and cash
equivalents:
Continuing operations                              679.6           443.0
Discontinued operations                            (12.0     )     (55.3     )
Net increase (decrease) in cash and cash           667.6           387.7
equivalents
Cash and cash equivalents:
Beginning of year                                  2,038.9         1,651.2
End of year                                        2,706.5         2,038.9
Less cash and cash equivalents of discontinued     (4.6      )     —         
operations at end of year
Cash and cash equivalents of continuing            $ 2,701.9      $ 2,038.9 
operations at end of year
                                                                   
Cash paid for interest:
Continuing operations                              $ 2,148.8       $ 1,562.7
Discontinued operations                            —              28.9      
Total                                              $ 2,148.8      $ 1,591.6 
Net cash paid for taxes:
Continuing operations                              $ 97.5          $ 0.3
Discontinued operations                            11.7           11.5      
Total                                              $ 109.2        $ 11.8    
                                                                             

Revenue and Operating Cash Flow

In the following tables, we present revenue and operating cash flow by
reportable segment of our continuing operations for the three months and year
ended December 31, 2013, as compared to the corresponding prior year periods.
All of our reportable segments derive their revenue primarily from broadband
communications services, including video, broadband internet and fixed-line
telephony services. Most of our reportable segments also provide B2B services
and certain of our reportable segments provide mobile services. During the
second quarter of 2013, we began presenting our Belgium (Telenet) segment
within our European Operations Division as a result of our decision to change
how Telenet reports into our management structure. Segment information for all
periods has been retrospectively revised to reflect this change and to present
the disposed Chellomedia operations as a discontinued operation. Unless
otherwise noted, we present only the reportable segments of our continuing
operations in the tables below. For additional information, see note 17 to the
consolidated financial statements included in our most recently filed Form
10-K.

At December31, 2013, our operating segments in the European Operations
Division provided broadband communications services in 12 European countries
and DTH services to customers in the Czech Republic, Hungary, Romania and
Slovakia through a Luxembourg-based organization that we refer to as “UPC
DTH.” Our Other Western Europe segment includes our broadband communications
operating segments in Austria and Ireland. Our Central and Eastern Europe
segment includes our broadband communications operating segments in the Czech
Republic, Hungary, Poland, Romania and Slovakia. The European Operations
Division’s central and other category includes (i) the UPC DTH operating
segment, (ii) costs associated with certain centralized functions, including
billing systems, network operations, technology, marketing, facilities,
finance and other administrative functions, and (iii) intersegment
eliminations within the European Operations Division. In Chile, the VTR Group
includes VTR GlobalCom, which provides video, broadband internet and
fixed-line telephony services, and VTR Wireless, which provides mobile
services through a third-party wireless access arrangement. Our corporate and
other category includes (a) less significant consolidated operating segments
that provide (1) broadband communications services in Puerto Rico and (2)
programming and other services primarily in Europe and Latin America and (b)
our corporate category. Intersegment eliminations primarily represent the
elimination of intercompany transactions between our broadband communications
and programming operations, primarily in Europe.

For purposes of calculating rebased growth rates on a comparable basis for all
businesses that we owned during 2013, we have adjusted our historical revenue
and OCF for the three months and year ended December 31, 2012 to (i) include
the pre-acquisition revenue and OCF of certain entities acquired during 2012
and 2013 in our rebased amounts for the three months and year ended December
31, 2012 to the same extent that the revenue and OCF of such entities are
included in our results for the three months and year ended December 31, 2013
and (ii) reflect the translation of our rebased amounts for the three months
and year ended December 31, 2012 at the applicable average foreign currency
exchange rates that were used to translate our results for the three months
and year ended December 31, 2013. The acquired entities that have been
included in whole or in part in the determination of our rebased revenue and
OCF for the three months ended December 31, 2012 include Virgin Media, OneLink
and two small entities. The acquired entities that have been included in whole
or in part in the determination of our rebased revenue and OCF for the year
ended December 31, 2012 include Virgin Media, OneLink and five small entities.
We have reflected the revenue and OCF of the acquired entities in our 2012
rebased amounts based on what we believe to be the most reliable information
that is currently available to us (generally pre-acquisition financial
statements), as adjusted for the estimated effects of (i) any significant
differences between Generally Accepted Accounting Principles in the United
States (“GAAP”) and local generally accepted accounting principles, (ii) any
significant effects of acquisition accounting adjustments, (iii) any
significant differences between our accounting policies and those of the
acquired entities and (iv) other items we deem appropriate. We do not adjust
pre-acquisition periods to eliminate non-recurring items or to give
retroactive effect to any changes in estimates that might be implemented
during post-acquisition periods. As we did not own or operate the acquired
businesses during the pre-acquisition periods, no assurance can be given that
we have identified all adjustments necessary to present the revenue and OCF of
these entities on a basis that is comparable to the corresponding
post-acquisition amounts that are included in our historical results or that
the pre-acquisition financial statements we have relied upon do not contain
undetected errors. The adjustments reflected in our rebased amounts have not
been prepared with a view towards complying with Article 11 of Regulation S-X.
In addition, the rebased growth percentages are not necessarily indicative of
the revenue and OCF that would have occurred if these transactions had
occurred on the dates assumed for purposes of calculating our rebased amounts
or the revenue and OCF that will occur in the future. The rebased growth
percentages have been presented as a basis for assessing growth rates on a
comparable basis,  and are not presented as a measure of our pro forma
financial performance. Therefore, we believe our rebased data is not a
non-GAAP financial measure as contemplated by Regulation G or Item 10 of
Regulation S-K.

In each case, the following tables present (i) the amounts reported by each of
our reportable segments for the comparative periods, (ii) the U.S. dollar
change and percentage change from period to period and (iii) the percentage
change from period to period on a rebased basis:

Revenue        Three months ended            Increase                 Increase
                 December 31,                    (decrease)               (decrease) 
                 2013          2012            $             %         Rebased %  
                 in millions, except % amounts
European
Operations
Division:
U.K. (Virgin     $ 1,665.0       $ —             $ 1,665.0       N.M.      0.4
Media)
Germany
(Unitymedia      675.1           615.4           59.7            9.7       4.6
KabelBW)
Belgium          569.7           513.3           56.4            11.0      5.8
(Telenet)
The              319.0           314.4           4.6             1.5       (3.2       )
Netherlands
Switzerland      350.1           325.5           24.6            7.6       4.2
Other
Western          233.0          220.1          12.9           5.9      1.0        
Europe
Total
Western          3,811.9         1,988.7         1,823.2         91.7      2.0
Europe
Central and
Eastern          292.8           285.9           6.9             2.4       0.4
Europe
Central and      33.7           29.9           3.8            12.7               *
other
Total
European         4,138.4         2,304.5         1,833.9         79.6      1.9
Operations
Division
Chile (VTR       243.7           248.3           (4.6      )     (1.9 )    6.2
Group)
Corporate        93.4            74.6            18.8            25.2                *
and other
Intersegment     (7.5      )     (7.5      )     —              N.M.                *
eliminations
Total            $ 4,468.0      $ 2,619.9      $ 1,848.1      70.5     2.1        
                                                                                      
Supplemental
Information:
Total Liberty Global (excluding Virgin Media)                              3.1
                                                                                      

               Year ended                     Increase                 Increase
                 December 31,                     (decrease)               (decrease) 
                 2013           2012            $             %         Rebased %  
                 in millions, except % amounts
European
Operations
Division:
U.K. (Virgin     $ 3,653.7        $ —             $ 3,653.7       N.M.      1.1
Media) (a)
Germany
(Unitymedia      2,559.2          2,311.0         248.2           10.7      7.2
KabelBW)
Belgium          2,185.9          1,918.0         267.9           14.0      10.3
(Telenet)
The              1,242.4          1,229.1         13.3            1.1       (2.2       )
Netherlands
Switzerland      1,332.1          1,259.8         72.3            5.7       4.4
Other
Western          898.7           848.4          50.3           5.9      2.6        
Europe
Total
Western          11,872.0         7,566.3         4,305.7         56.9      4.1
Europe
Central and
Eastern          1,141.2          1,115.7         25.5            2.3       0.1
Europe
Central and      130.4           117.0          13.4           11.5               *
other
Total
European         13,143.6         8,799.0         4,344.6         49.4      3.7
Operations
Division
Chile (VTR       991.6            940.6           51.0            5.4       7.4
Group)
Corporate        374.3            224.1           150.2           67.0                *
and other
Intersegment     (35.3      )     (32.9     )     (2.4      )     N.M.                *
eliminations
Total            $ 14,474.2      $ 9,930.8      $ 4,543.4      45.8     3.9        
                                                                                       
Supplemental
Information:
Total Liberty Global (excluding Virgin Media)                               4.8
Virgin Media (for full period)                                              1.9
Combined (with Virgin Media for full period)                                3.7

* - Omitted; N.M. - Not Meaningful

________________________

(a) Reflects the post-acquisition revenue of Virgin Media from June 8, 2013
through December 31, 2013.

                                                                   
                                                                                     
Operating        Three months ended              Increase                 Increase
Cash Flow
                 December 31,                    (decrease)              (decrease) 
                 2013          2012            $           %          Rebased %  
                 in millions, except % amounts
European
Operations
Division:
U.K. (Virgin     $ 686.6         $ —             $ 686.6       N.M.       (3.9       )
Media)
Germany
(Unitymedia      420.5           366.2           54.3          14.8       9.4
KabelBW)
Belgium          257.3           227.3           30.0          13.2       7.8
(Telenet)
The              189.5           191.9           (2.4    )     (1.3  )    (5.8       )
Netherlands
Switzerland      206.1           185.2           20.9          11.3       7.7
Other
Western          121.1          110.0          11.1         10.1      5.1        
Europe
Total
Western          1,881.1         1,080.6         800.5         74.1       2.0
Europe
Central and
Eastern          140.9           144.9           (4.0    )     (2.8  )    (4.5       )
Europe
Central and      (58.6     )     (46.2     )     (12.4   )     (26.8 )              *
other
Total
European         1,963.4         1,179.3         784.1         66.5       1.0
Operations
Division
Chile (VTR       97.1            82.2            14.9          18.1       27.9
Group)
Corporate        (19.0     )     (24.5     )     5.5           22.4                 *
and other
Intersegment     10.7           9.7            1.0          N.M.                 *
eliminations
Total            $ 2,052.2      $ 1,246.7      $ 805.5      64.6      2.3        
                                                                                     
Supplemental
Information:
Total Liberty Global (excluding Virgin Media)                             5.7
                                                                                     

               Year ended                    Increase                  Increase
                 December 31,                    (decrease)                (decrease) 
                 2013          2012            $             %          Rebased %  
                 in millions, except % amounts
European
Operations
Division:
U.K. (Virgin     $ 1,524.9       $ —             $ 1,524.9       N.M.       (0.7       )
Media) (a)
Germany
(Unitymedia      1,541.1         1,364.3         176.8           13.0       9.3
KabelBW)
Belgium          1,049.4         940.7           108.7           11.6       8.0
(Telenet)
The              721.7           737.1           (15.4     )     (2.1  )    (5.3       )
Netherlands
Switzerland      778.3           717.9           60.4            8.4        7.0
Other
Western          445.3          407.7          37.6           9.2       5.7        
Europe
Total
Western          6,060.7         4,167.7         1,893.0         45.4       4.0
Europe
Central and
Eastern          548.5           555.1           (6.6      )     (1.2  )    (3.1       )
Europe
Central and      (203.1    )     (161.6    )     (41.5     )     (25.7 )              *
other
Total
European         6,406.1         4,561.2         1,844.9         40.4       2.9
Operations
Division
Chile (VTR       353.6           314.2           39.4            12.5       14.9
Group)
Corporate        (63.8     )     (83.1     )     19.3            23.2                 *
and other
Intersegment     44.8           38.6           6.2            N.M.                 *
eliminations
Total            $ 6,740.7      $ 4,830.9      $ 1,909.8      39.5      3.3        
                                                                                       
Supplemental
Information:
Total Liberty Global (excluding Virgin Media)                               4.5
Virgin Media (for full period)                                              3.4
Combined (with Virgin Media for full period)                                4.1

* - Omitted; N.M. - Not Meaningful

________________________

(a) Reflects the post-acquisition OCF of Virgin Media from June 8, 2013
through December 31, 2013.

Operating Cash Flow Definition and Reconciliation

Operating cash flow is the primary measure used by our chief operating
decision maker to evaluate segment operating performance. Operating cash flow
is also a key factor that is used by our internal decision makers to (i)
determine how to allocate resources to segments and (ii) evaluate the
effectiveness of our management for purposes of annual and other incentive
compensation plans. As we use the term, operating cash flow is defined as
revenue less operating and selling, general and administrative expenses
(excluding share-based compensation, depreciation and amortization, provisions
and provision releases related to significant litigation and impairment,
restructuring and other operating items).Other operating items include (a)
gains and losses on the disposition of long-lived assets, (b) third-party
costs directly associated with successful and unsuccessful acquisitions and
dispositions, including legal, advisory and due diligence fees, as applicable,
and (c) other acquisition-related items, such as gains and losses on the
settlement of contingent consideration.Our internal decision makers believe
operating cash flow is a meaningful measure and is superior to available U.S.
GAAP measures because it represents a transparent view of our recurring
operating performance that is unaffected by our capital structure and allows
management to (1) readily view operating trends, (2) perform analytical
comparisons and benchmarking between segments and (3) identify strategies to
improve operating performance in the different countries in which we
operate.We believe our operating cash flow measure is useful to investors
because it is one of the bases for comparing our performance with the
performance of other companies in the same or similar industries, although our
measure may not be directly comparable to similar measures used by other
public companies.Operating cash flow should be viewed as a measure of
operating performance that is a supplement to, and not a substitute for,
operating income, net earnings (loss), cash flow from operating activities and
other GAAP measures of income or cash flows.A reconciliation of total segment
operating cash flow to our operating income is presented below.

                 Three months ended            Year ended
                   December 31,                    December 31,
                   2013          2012            2013          2012
                   in millions
Total segment
operating cash
flow from          $ 2,052.2       $ 1,246.7       $ 6,740.7       $ 4,830.9
continuing
operations
Share-based
compensation       (82.9     )     (21.3     )     (300.7    )     (110.1    )
expense
Depreciation
and                (1,354.8  )     (672.5    )     (4,276.4  )     (2,661.5  )
amortization
Release of
litigation         —               —               146.0           —
provision
Impairment,
restructuring
and other          (96.9     )     (39.4     )     (297.5    )     (76.2     )
operating
items, net
Operating          $ 517.6        $ 513.5        $ 2,012.1      $ 1,983.1 
income
                                                                             

Summary of Debt, Capital Lease Obligations and Cash and Cash Equivalents

The following table^1 details the U.S. dollar equivalent balances of our
third-party consolidated debt, capital lease obligations and cash and cash
equivalents at December 31, 2013:

                               Capital       Debt &         Cash
                                                   Capital
                                   Lease           Lease            and Cash
                  Debt^2           Obligations     Obligations      Equivalents
                  in millions
Liberty
Global and
its               $ 2,462.1        $ 36.7          $ 2,498.8        $  1,494.6
non-operating
subsidiaries
Virgin            13,623.0         373.5           13,996.5         49.3
Media^3
UPC Holding
(excluding        13,417.4         32.4            13,449.8         645.4
VTR Group)
Unitymedia        7,701.4          952.0           8,653.4          18.7
KabelBW
Telenet           4,874.0          451.2           5,325.2          295.2
Liberty           665.0            1.6             666.6            9.5
Puerto Rico
VTR Group^4       113.1            0.9             114.0            162.8
Other
operating         —               —              —               26.4
subsidiaries
Total Liberty     $ 42,856.0      $ 1,848.3      $ 44,704.3      $  2,701.9
Global
                                                                       

Property and Equipment Additions and Capital Expenditures

The table below highlights the categories of our property and equipment
additions for the indicated periods and reconciles those additions to the
capital expenditures that we present in our condensed consolidated statements
of cash flows:

                     Three months ended        Year ended
                       December 31,                December 31,
                       2013        2012          2013          2012
                       in millions, except % amounts
Customer premises      $ 247.0       $ 205.2       $ 1,101.9       $ 896.1
equipment
Scalable               210.5         137.9         604.5           387.6
infrastructure
Line extensions        108.5         79.3          367.1           261.6
Upgrade/rebuild        138.4         85.4          434.6           350.5
Support capital &      235.6        121.2        653.5          362.8     
other
Property and
equipment              940.0         629.0         3,161.6         2,258.6
additions
Assets acquired
under
capital-related        (207.5  )     (94.2   )     (573.5    )     (246.5    )
vendor financing
arrangements
Assets acquired
under capital          (34.7   )     (17.6   )     (143.0    )     (63.1     )
leases
Changes in current
liabilities            (7.3    )     (93.5   )     36.4           (80.7     )
related to capital
expenditures
Capital                $ 690.5      $ 423.7      $ 2,481.5      $ 1,868.3 
expenditures^5
                                                                   
Property and
equipment              21.0    %     24.0    %     21.8      %     22.7      %
additions as % of
revenue
Capital
expenditures as %      15.5    %     16.2    %     17.1      %     18.8      %
of revenue
                                                                             

_________________________________

^1  Except as otherwise indicated, the amounts reported in the table include
     the named entity and its subsidiaries.
^2   Debt amounts for UPC Holding and Telenet include senior secured notes
     issued by special purpose entities that are consolidated by each.
     Represents cash and cash equivalents held by the Virgin Media Borrowing
     Group, which includes Virgin Media Investment Holdings Limited and
     certain other subsidiaries of Virgin Media, Inc. as borrowers and
^3   guarantors. The $519 million of cash and cash equivalents of Virgin
     Media, Inc., which is not a part of the Virgin Media Borrowing Group, are
     included in the amount shown for Liberty Global and its non-operating
     subsidiaries.
^4   Of these amounts, VTR Wireless accounts for $113 million of the debt and
     $133 million of the cash of the VTR Group.
     The capital expenditures that we report in our consolidated statements of
     cash flows do not include amounts that are financed under vendor
^5   financing or capital lease arrangements. Instead, these expenditures are
     reflected as non-cash additions to our property and equipment when the
     underlying assets are delivered, and as repayments of debt when the
     related principal is repaid.
     

Free Cash Flow and Adjusted Free Cash Flow Definition and Reconciliation

We define free cash flow as net cash provided by our operating activities,
plus (i) excess tax benefits related to the exercise of share-based incentive
awards and (ii) cash payments for third-party costs directly associated with
successful and unsuccessful acquisitions and dispositions, less (a) capital
expenditures, as reported in our consolidated statements of cash flows, (b)
principal payments on vendor financing obligations and (c) principal payments
on capital leases (exclusive of the portions of the network lease in Belgium
and the duct leases in Germany that we assumed in connection with certain
acquisitions), with each item excluding any cash provided or used by our
discontinued operations. We also present Adjusted FCF, which adjusts FCF to
eliminate the incremental FCF deficit associated with the VTR Wireless mobile
initiative and certain financing and other costs associated with the Virgin
Media acquisition. We believe that our presentation of free cash flow provides
useful information to our investors because this measure can be used to gauge
our ability to service debt and fund new investment opportunities. Free cash
flow should not be understood to represent our ability to fund discretionary
amounts, as we have various mandatory and contractual obligations, including
debt repayments, which are not deducted to arrive at this amount. Investors
should view free cash flow as a supplement to, and not a substitute for, GAAP
measures of liquidity included in our consolidated statements of cash flows.
The following table provides the reconciliation of our continuing operations'
net cash provided by operating activities to FCF and Adjusted FCF for the
indicated periods:

                 Three months ended            Year ended
                   December 31,                    December 31,
                   2013          2012            2013          2012
                   in millions
Net cash
provided by
operating          $ 1,469.2       $ 1,034.4       $ 3,921.0       $ 2,837.5
activities of
our continuing
operations
Excess tax
benefits from      39.3            3.0             41.0            6.7
share-based
compensation^6
Cash payments
for direct
acquisition        7.8             12.0            61.0            31.5
and
disposition
costs^7
Capital            (690.5    )     (424.1    )     (2,481.5  )     (1,868.3  )
expenditures
Principal
payments on
vendor             (54.7     )     (44.8     )     (320.4    )     (104.7    )
financing
obligations
Principal
payments on        (48.1     )     (8.1      )     (95.8     )     (17.5     )
certain
capital leases
FCF                $ 723.0        $ 572.4        $ 1,125.3      $ 885.2   
FCF                $ 723.0         $ 572.4         $ 1,125.3       $ 885.2
Virgin Media
acquisition        64.7            —               97.0            —
adjustments^8
FCF deficit of     19.3           28.3           113.5          139.8     
VTR Wireless
Adjusted FCF       $ 807.0        $ 600.7        $ 1,335.8      $ 1,025.0 
                                                                             

______________________________________

     Excess tax benefits from share-based compensation represent the excess of
     tax deductions over the related financial reporting share-based
^6  compensation expense. The hypothetical cash flows associated with these
     excess tax benefits are reported as an increase to cash flows from
     financing activities and a corresponding decrease to cash flows from
     operating activities in our consolidated cash flow statements.
^7   Represents costs paid during the period to third parties directly related
     to acquisitions and dispositions.
     Represents costs associated with the Virgin Media acquisition consisting
     of (i) cash paid of $84.5 million related to the pre-acquisition costs of
     the new Virgin Media capital structure, including $64.7 million paid in
^8   Q4 representing the interest expense that accrued during the
     pre-acquisition period on acquisition debt that we incurred in February
     2013, and (ii) cash paid of $12.5 million during the second quarter of
     2013 for withholding taxes associated with certain intercompany
     transactions completed in connection with the Virgin Media acquisition.
     

Combined Free Cash Flow, Adjusted Free Cash Flow and Operating Cash Flow
Reconciliation

The combined amounts presented below have been included in this release to
provide a means for comparison. The Liberty Global amounts presented below are
on a reported basis, including Virgin Media for the post-acquisition period
from June 8, 2013 to December 31, 2013. The Virgin Media pre-acquisition
amounts presented below are on a reported basis for the period from January 1,
2013 to June 7, 2013 and for the year ended December 31, 2012, as adjusted to
conform to the FCF, Adjusted FCF and OCF definitions of Liberty Global as set
forth earlier. The Virgin Media pre-acquisition amounts have been converted at
the average GBP/USD foreign exchange rate for the pre-acquisition periods in
2013 and 2012 as applicable. The combined Liberty Global/Virgin Media results
have not been prepared with a view towards complying with Article 11 of
Regulation S-X. In addition, the combined Liberty Global/Virgin Media results
are not necessarily indicative of the FCF, Adjusted FCF and OCF that would
have occurred if the Liberty Global/Virgin Media transaction had occurred on
the dates assumed for purposes of calculating the combined results, or the
FCF, Adjusted FCF and OCF that will occur in the future. The below FCF and
Adjusted FCF table should be read in conjunction with the information included
in the footnotes to the tables on page 16.


                 Year ended                                     Year ended
                   December 31, 2013                                 December 31, 2012
                                   Virgin
                   Liberty       Media         Combined          Liberty       Virgin        Combined
                   Global          Pre-                              Global          Media
                                   acquisition
                   in millions
Net cash
provided by
operating
activities         $ 3,921.0       $  906.1        $ 4,827.1         $ 2,837.5       $ 1,901.6       $ 4,739.1
of our
continuing
operations
Excess tax
benefits from      41.0            —               41.0              6.7             —               6.7
share-based
compensation
Cash payments
for direct
acquisition        61.0            80.0            141.0             31.5            —               31.5
and
disposition
costs
Capital            (2,481.5  )     (483.1    )     (2,964.6  )       (1,868.3  )     (1,241.0  )     (3,109.3  )
expenditures
Principal
payments on
vendor             (320.4    )     —               (320.4    )       (104.7    )     —               (104.7    )
financing
obligations
Principal
payments on        (95.8     )     (69.4     )     (165.2    )       (17.5     )     (154.9    )     (172.4    )
certain
capital leases
FCF                $ 1,125.3      $  433.6       $ 1,558.9        $ 885.2        $ 505.7        $ 1,390.9 
                                                                                                     
FCF                $ 1,125.3       $  433.6        $ 1,558.9         $ 885.2         $ 505.7         $ 1,390.9
Virgin Media
acquisition        97.0            —               97.0              —               —               —
adjustments
FCF deficit of     113.5          —              113.5            139.8          —              139.8     
VTR Wireless
Adjusted FCF       $ 1,335.8      $  433.6       $ 1,769.4        $ 1,025.0      $ 505.7        $ 1,530.7 
                                                                                                               

                             
                                Year ended
                                December 31, 2013
                                Liberty          Virgin Media
                                Global         Pre-           Combined
                                                 acquisition
                                in millions
                                                                  
Revenue                         $ 14,474.2      $  2,790.1      $ 17,264.3 
                                                                  
OCF                             $ 6,740.7        $  1,126.1       $ 7,866.8
Share-based compensation        (300.7     )     (33.8      )     (334.5     )
Depreciation and                (4,276.4   )     (667.1     )     (4,943.5   )
amortization
Release of litigation           146.0            —                146.0
provision
Impairment, restructuring       (297.5     )     (78.5      )     (376.0     )
and other
Operating income                $ 2,012.1       $  346.7        $ 2,358.8  
                                                                             

                                                            
ARPU per Customer Relationship

The following table provides ARPU per customer relationship^9 for the
indicated periods:
                                                                   
                       Three months ended              %          FX-Neutral
                       December 31,
                       2013          2012             Change     % Change^11
Liberty Global         $   48.14       $   37.90        27.0 %     23.3    %
Consolidated^10
European
Operations             €   34.56       €   27.54        25.5 %     26.2    %
Consolidated^10
U.K. (Virgin           £   48.21       £   —            —          —
Media)
Germany
(Unitymedia            €   20.79       €   19.51        6.6  %     6.6     %
KabelBW)
Belgium (Telenet)      €   49.49       €   48.11        2.9  %     2.9     %
Other Europe           €   29.47       €   28.91        1.9  %     3.1     %
VTR                    CLP 31,573      CLP 30,830       2.4  %     2.4     %
                                                                           

                     
Mobile Statistics^12

The following tables provide ARPU per mobile subscriber^13 and mobile
subscribers for the indicated periods:
                                                                           
                         ARPU per Mobile Subscriber
                         Three months ended          %          FX-Neutral
                         December 31,
                         2013           2012         Change       %
                                                                    Change^11
Liberty Global
Consolidated:^10
Excluding
interconnect             $  20.82         $ 21.05      (1.1  )%     (4.4   )%
revenue
Including
interconnect             $  25.94         $ 29.24      (11.3 )%     (14.3  )%
revenue

                              
                                 Mobile Subscribers
                                 Dec. 31, 2013   Sept. 30, 2013
European Operations:
U.K. (Virgin Media)^14           2,990,200         3,031,900
Germany (Unitymedia KabelBW)     239,500           196,900
Belgium (Telenet)                750,500           712,900
The Netherlands                  3,000            4,700
Total Western Europe             3,983,200        3,946,400
Poland                           16,500            19,000
Hungary                          7,700            6,100
Total CEE                        24,200           25,100
Total European Operations        4,007,400         3,971,500
VTR Wireless (Chile)             71,300           79,900
Grand Total                      4,078,700        4,051,400
                                                   

_________________________________

      Average Revenue Per Unit (“ARPU”) refers to the average monthly
      subscription revenue per average customer relationship and is
      calculated by dividing the average monthly subscription revenue
      (excluding installation, late fees, interconnect and mobile services
      revenue) for the indicated period, by the average of the opening and
      closing balances for customer relationships for the period. Customer
^9   relationships of entities acquired during the period are normalized.   .
      Unless otherwise indicated, ARPU per customer relationship for the
      Liberty Global Consolidated, the European Operations Division and
      Other Europe are not adjusted for currency impacts. ARPU per customer
      relationship amounts reported for periods ended prior to January 1,
      2013 have not been restated to reflect the April 1, 2013 change in our
      reporting of DSL internet and telephony RGUs in Austria, which we no
      longer include in our ARPU calculations
^10   The December 31, 2012 amounts do not include the impact of the Virgin
      Media acquisition.
      The FX-neutral change represents the percentage change on a
      year-over-year basis adjusted for FX impacts and is calculated by
^11   adjusting the prior year figures to reflect translation at the foreign
      currency rates used to translate the current year amounts.

      
^12   Please see page 7 for the definition of mobile subscriber.
      Our ARPU per mobile subscriber calculation that excludes interconnect
      revenue refers to the average monthly mobile subscription revenue per
      average mobile subscribers in service and is calculated by dividing
      the average monthly mobile subscription revenue (excluding activation,
^13   handset fees and late fees) for the indicated period, by the average
      of the opening and closing balances of mobile subscribers in service
      for the period. Our ARPU per mobile subscriber calculation that
      includes interconnect revenue increases the numerator in the
      above-described calculation by the amount of mobile interconnect
      revenue during the period.
      During Q4 2013, we reduced Virgin Media’s mobile subscriber count by
      39,900 inactive SIM cards that were previously included in our mobile
^14   subscriber count. The adjustment, which does not impact revenue,
      consists of 31,500 postpaid mobile subscribers and 8,400 prepaid
      mobile subscribers.
                                                                             

RGUs, Customers and Bundling

The following table provides information on the breakdown of our RGUs and
customer base and highlights our customer bundling metrics at December31,
2013, September 30, 2013 and December31, 2012:^15

                 Dec. 31,         Sept. 30,        Dec. 31,         Q4’13 /     Q4’13 /
                                                            Q3’13     Q4’12
                 2013             2013             2012             (%          (%
                                                                    Change)     Change)
Total RGUs
Total Video      21,787,600       21,828,400       18,308,500       (0.2 %)     19.0 %
RGUs
Total
Broadband        14,365,000       14,094,600       9,244,300        1.9  %      55.4 %
Internet
RGUs
Total
Telephony        12,115,200      11,924,500      7,281,700       1.6  %      66.4 %
RGUs
Liberty
Global           48,267,800       47,847,500       34,834,500       0.9  %      38.6 %
Consolidated
                                                                                
Total
Customers
European
Operations       23,024,500       23,009,000       18,373,000       0.1  %      25.3 %
Division
VTR              1,199,800        1,193,800        1,144,400        0.5  %      4.8  %
Other            272,800         271,000         270,800         0.7  %      0.7  %
Liberty
Global           24,497,100       24,473,800       19,788,200       0.1  %      23.8 %
Consolidated
                                                                                
Total
Single-Play      10,646,000       10,825,000       10,727,200       (1.7 %)     (0.8 %)
Customers
Total
Double-Play      3,931,400        3,924,000        3,075,700        0.2  %      27.8 %
Customers
Total
Triple-Play      9,919,700        9,724,800        5,985,300        2.0  %      65.7 %
Customers
                                                                                
%
Double-Play
Customers
European
Operations       15.7       %     15.7       %     15.0       %     —           4.7  %
Division
VTR              21.1       %     20.8       %     20.7       %     1.4  %      1.9  %
Liberty
Global           16.0       %     16.0       %     15.5       %     —           3.2  %
Consolidated
                                                                                
%
Triple-Play
Customers
European
Operations       40.2       %     39.4       %     29.4       %     2.0  %      36.7 %
Division
VTR              46.3       %     46.7       %     46.1       %     (0.9 %)     0.4  %
Liberty
Global           40.5       %     39.7       %     30.2       %     2.0  %      34.1 %
Consolidated
                                                                                
RGUs per
Customer
Relationship
European
Operations       1.96             1.95             1.74             0.5  %      12.6 %
Division
VTR              2.14             2.14             2.13             —           0.5  %
Liberty
Global           1.97             1.96             1.76             0.5  %      11.9 %
Consolidated
                                                                                     

__________________________________

^15 The December 31, 2012 amounts do not include the impact of the Virgin
Media acquisition.

                  
                     Consolidated Operating Data — December 31, 2013
                                                                                      Video                                                                                                       
                     Homes            Two-way          Customer              Total            Analog Cable        Digital Cable       DTH                 MMDS                Total            Internet            Telephony
                     Passed^(1)       Homes            Relationships^(3)     RGUs^(4)         Subscribers^(5)   Subscribers^(6)   Subscribers^(7)   Subscribers^(8)    Video            Subscribers^(9)     Subscribers^(10)
                                      Passed^(2)
European
Operations
Division:
U.K.                 12,520,100       12,520,100       4,908,500             12,261,700       —                   3,749,600           —                   —                   3,749,600        4,375,700           4,136,400
Germany              12,634,300       12,295,200       7,069,800             11,698,500       4,366,500           2,234,900           —                   —                   6,601,400        2,579,600           2,517,500
Belgium              2,893,800        2,893,800        2,092,500             4,622,400        601,100             1,491,400           —                   —                   2,092,500        1,464,900           1,065,000
The                  2,838,600        2,825,300        1,633,900             3,683,000        523,900             1,108,100           —                   —                   1,632,000        1,068,100           982,900
Netherlands^(11)
Switzerland^(11)     2,145,300        1,875,100        1,455,200             2,538,700        764,700             651,700             —                   —                   1,416,400        663,800             458,500
Austria              1,326,000        1,326,000        642,700               1,304,500        181,400             342,800             —                   —                   524,200          432,100             348,200
Ireland              859,600         748,600         533,000              1,059,700       51,100             338,300            —                  38,500             427,900         338,300            293,500
Total Western        35,217,700      34,484,100      18,335,600           37,168,500      6,488,700          9,916,800          —                  38,500             16,444,000      10,922,500         9,802,000
Europe
Poland               2,717,700        2,616,300        1,436,600             2,673,000        387,000             848,300             —                   —                   1,235,300        915,900             521,800
Hungary              1,539,300        1,524,000        1,050,800             1,862,600        257,300             376,900             264,600             —                   898,800          518,300             445,500
Romania              2,272,600        2,080,300        1,188,300             1,842,900        364,100             477,700             341,000             —                   1,182,800        381,000             279,100
Czech Republic       1,359,400        1,257,700        725,600               1,189,000        81,600              379,200             106,800             —                   567,600          440,000             181,400
Slovakia             501,200         478,300         287,600              431,200         59,100             133,000            66,500             600                259,200         109,400            62,600
Total CEE            8,390,200       7,956,600       4,688,900            7,998,700       1,149,100          2,215,100          778,900            600                4,143,700       2,364,600          1,490,400
Total Europe         43,607,900       42,440,700       23,024,500            45,167,200       7,637,800           12,131,900          778,900             39,100              20,587,700       13,287,100          11,292,400
                                                                                                                                                                                                                   
Chile                2,927,300        2,406,100        1,199,800             2,564,800        134,800             854,600             —                   —                   989,400          885,700             689,700
Puerto Rico          704,600         704,600         272,800              535,800         —                  210,500            —                  —                  210,500         192,200            133,100
                                                                                                                                                                                                                   
Grand Total          47,239,800      45,551,400      24,497,100           48,267,800      7,772,600          13,197,000         778,900            39,100             21,787,600      14,365,000         12,115,200
                                                                                                                                                                                                                   

*Story too large*
                  
                     Subscriber Variance Table - December 31, 2013 vs. September 30, 2013                                                                                                                            
                                                                               Video                                                                                                    
                     Homes          Two-way        Customer              Total         Analog Cable        Digital Cable       DTH                 MMDS                Total         Internet            Telephony
                     Passed^(1)     Homes          Relationships^(3)     RGUs^(4)      Subscribers^(5)   Subscribers^(6)   Subscribers^(7)   Subscribers^(8)    Video         Subscribers^(9)     Subscribers^(10)
                                    Passed^(2)
European
Operations
Division:
U.K.                 (11,400  )     (11,400  )     15,700                31,200        —                   (3,600     )        —                   —                   (3,600  )     39,100              (4,300      )
Germany              13,400         77,900         (1,100      )         135,500       (47,000     )       20,600              —                   —                   (26,400 )     88,900              73,000
Belgium              6,300          6,300          (900        )         57,800        (25,700     )       24,800              —                   —                   (900    )     22,800              35,900
The                  5,000          5,100          (21,200     )         100           (27,900     )       6,600               —                   —                   (21,300 )     14,500              6,900
Netherlands^(11)
Switzerland^(11)     16,300         13,400         (14,500     )         13,600        (44,700     )       30,700              —                   —                   (14,000 )     16,400              11,200
Austria              4,400          20,400         1,500                 13,500        (2,900      )       1,600               —                   —                   (1,300  )     8,100               6,700
Ireland              (600     )     2,500         (1,700      )         19,700       (2,900      )       1,600              —                  (1,700     )        (3,000  )     8,300              14,400      
Total Western        33,400        114,200       (22,200     )         271,400      (151,100    )       82,300             —                  (1,700     )        (70,500 )     198,100            143,800     
Europe
Poland               17,900         31,200         2,100                 17,600        (40,800     )       25,300              —                   —                   (15,500 )     27,500              5,600
Romania              3,500          3,600          7,400                 37,600        (10,200     )       15,100              3,000               —                   7,900         11,600              18,100
Hungary              10,500         46,100         27,900                64,100        (16,800     )       21,100              23,500              —                   27,800        20,100              16,200
Czech Republic       4,200          7,900          (1,700      )         1,000         3,600               (2,700     )        1,000               —                   1,900         2,100               (3,000      )
Slovakia             3,500         7,400         2,000                5,600        (5,700      )       3,300              4,300             (100       )        1,800        1,900              1,900       
Total CEE            39,600        96,200        37,700               125,900      (69,900     )       62,100             31,800            (100       )        23,900       63,200             38,800      
Total Europe         73,000         210,400        15,500                397,300       (221,000    )       144,400             31,800              (1,800     )        (46,600 )     261,300             182,600
                                                                                                                                                                                                         
Chile                21,700         22,400         6,000                 6,300         (5,800      )       10,100              —                   —                   4,300         5,000               (3,000      )
Puerto Rico          300           300           1,800                16,700       —                  1,500              —                  —                  1,500        4,100              11,100      
                                                                                                                                                                                                         
Grand Total          95,000        233,100       23,300               420,300      (226,800    )       156,000            31,800             (1,800     )        (40,800 )     270,400            190,700     
                                                                                                                                                                                                         
Organic Change
Summary:
Europe (excl.        52,800         109,800        (2,900      )         166,500       (156,200    )       102,600             31,800              (1,800     )        (23,600 )     110,500             79,600
U.K., DE and BE)
U.K.                 6,100          6,100          20,300                35,800        —                   1,000               —                   —                   1,000         39,100              (4,300      )
Germany              13,400         77,900         (1,100      )         135,500       (47,000     )       20,600              —                   —                   (26,400 )     88,900              73,000
Belgium              6,300         6,300         (900        )         52,100       (31,400     )       24,800             —                  —                  (6,600  )     22,800             35,900      
Total Europe         78,600         200,100        15,400                389,900       (234,600    )       149,000             31,800              (1,800     )        (55,600 )     261,300             184,200
Chile                21,700         22,400         6,000                 6,300         (5,800      )       10,100              —                   —                   4,300         5,000               (3,000      )
Puerto Rico          300           300           1,800                16,700       —                  1,500              —                  —                  1,500        4,100              11,100      
Total Organic        100,600       222,800       23,200               412,900      (240,400    )       160,600            31,800             (1,800     )        (49,800 )     270,400            192,300     
Change
                                                                                                                                                                                                         
Q4 2013
Adjustments:
Acquisition -        13,100         11,800         8,200                 9,800         9,800               —                   —                   —                   9,800         —                   —
Switzerland
U.K. adjustments     (17,500  )     (17,500  )     (4,600      )         (4,600  )     —                   (4,600     )        —                   —                   (4,600  )     —                   —
Belgium              —              —              —
adjustments

[TRUNCATED]
 
Press spacebar to pause and continue. Press esc to stop.