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Executives

Mike Fries - President and Chief Executive Officer

Bernie Dvorak - Executive Vice President and Co-Chief Financial Officer, Principal Accounting Officer

Diederik Karsten - Executive Vice President, European Broadband Operations

Mauricio Ramos - President, Liberty Global Latin America

Tom Mockridge - Chief Executive Officer of Virgin Media

Charlie Bracken - Executive Vice President and Co-Chief Financial Officer, Principal Financial Officer

Analysts

James Ratcliffe - Buckingham Research

Jeff Wlodarczak - Pivotal Research Group

Michael Bishop - Barclays

Vijay Jayant - International Strategy and Investment Group

Benjamin Swinburne - Morgan Stanley

Bryan Kraft - Evercore

Tim Boddy - Goldman Sachs

Matthew Harrigan - Wunderlich Securities

Ulrich Rathe - Jefferies

Liberty Global plc (LBTYA) Q4 2013 Results Earnings Conference Call February 14, 2014 9:00 AM ET

Operator

Good morning, ladies and gentlemen and thank you for standing by. Welcome to Liberty Global's investor call. This call and the associated webcast are the property of Liberty Global and any redistribution, retransmission, or rebroadcast of this call or webcast in any form without the expressed written consent of Liberty Global is strictly prohibited. At this time, all participants are in a listen-only mode.

Today's formal presentation materials can be found under the Investor Relations section of Liberty Global's website at www.libertyglobal.com. Following today's formal presentation, instructions will be given for a question-and-answer session. As a reminder, this conference call is being recorded on this date, February 14, 2014.

I would now like to turn the conference call over to Mr. Mike Fries, CEO. Please go ahead, sir.

Mike Fries

Thank you. Hello, everybody. And we appreciate you joining us, as usual. I have got a lot of folks on the phone. In particular, my five EVPs, Charlie Bracken and Bernie Dvorak, our Co-CFOs, Diederik Karsten, who runs our European operations and Balin Nair, our CTO and Brian Howell, our General Counsel. There re several others on the call, which if needed, I will be calling on to answer some of your questions.

Before get rolling, though, I think the operator has the Safe Harbor statement.

Operator

Thank you, page two of the slides details the company's Safe Harbor statements regarding forward-looking statements. Today's presentation may include forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including the company's expectations with respect to its outlook and future growth prospects and other information and statements that are not historical fact. These forward-looking statements involve certain risks that could cause actual results to differ materially from those expressed or implied by these statements. These risks include those detailed from time to time in Liberty Global's filings with the Securities and Exchange Commission, including its most recently filed Form 10-K. Liberty Global disclaims any obligation to update any of these forward-looking statements to reflect any change in its expectations or in the conditions on which any such statement is based.

I would now like to turn the call back over to Mr. Mike Fries.

Mike Fries

Thank you. As we usually do, I want to give some overview remarks. I think Bernie today will cover the numbers and then we will get right to your questions and we are speaking off of slides. So if you haven't, you might grab those off our website. And I am going to start on slide four, as I usually do with some highlights for the year, where perhaps I think the most important takeaway here is that we hit the mark on the operating front in 2013.

We added 1.3 million new RGUs, including 413,000 in the fourth quarter, clearly putting us in the upper echelon of growth companies in our sector as most of you would know. I will provide a bit more color of those numbers in a second. Rebased revenue and OCF growth for the year came in at 4% which is in line with our mid-single digit guidance, even including Virgin Media for the full year, but if you look at the original Liberty Global asset that we started the year with, revenue and OCF growth was actually 5%.

And then perhaps one last point. We talked a lot about the fact that our Dutch operation is going through a transition phase. If you exclude Holland and the U.K. just for comparison purposes look at remainder of our '13 markets, our core revenue and OCF growth, as a group was actually 6% for the year. Of course, in January, we announced the Ziggo acquisition which will effectively create a national cable operator at Holland and solidifying growth in that market for the long-term.

Focusing on cash flow, and consistent with the last two years, our capital intensity decline began in 2013, which helped drive 16% growth in our adjusted free cash flow to $1.8 billion also in line with our mid-teens growth target. On the M&A front, in addition to Virgin and Ziggo transactions, which I already mentioned, we completed the sale of Chellomedia for $1 billion of net proceeds underpinning our strong liquidity position but I think more importantly, allowing us to reposition our content investments a bit more strategically. And we are exploring a spin-off of our rapidly-growing Latin American business to further simplify our European platform and create an opportunity for shareholders to participate in the consolidation of those emerging markets.

As you know, our organic growth is fundamentally dependent on product innovation, which is more important today than ever and we feel like we are leaders in this area. Our mobile initiatives are ready for prime time and it will become a bigger part of our growth story this year. Our advanced digital TV platforms are starting to scale with 2.5 million Horizon and TiVo boxes rolled out in five countries. And we continue to push the envelope on broadband. We feature speeds of 100 to 150 megabits and premium offers in the 200 to 500 megabits per second range in many of our markets.

Then lastly our balance sheet and capital structure initiatives remain a critical component of our value creation plans. We ended the year with leverage at the high end of our four to five range target, but also $7 billion of consolidated liquidity. With our recent increase in our buyback program, we are targeting another $3.5 billion in share repurchases between now and the end of 2015. So we finished 2013 our target and 2014 is off to a great start on all three fronts, growth, M&A driven scale and efficiencies and our levered equity value creation strategy.

Slide five provides a bit more color net adds, by far the most important component of our growth story historically. In fact, the chart shows annual net adds by product for the last four years. If you just focus on our 2013 results which are in blue you will notice some positive trends. First of all, on the left, you will see we added 870,000 broadband subs last year, including 270,000 in the fourth quarter. We now serve over 14 million broadband customers, representing 32% penetration. The vast majority of which are attracted to our superior broadband speeds, which is evidenced by the mere fact that our average customer is receiving of 44 megabit per second product and consumed two gigabytes per day. I think those are the biggest numbers you are going to see in the cable space.

In the middle of the page you will see our net video losses in red, which have remained relatively stable even though our video sub base is 36% largely today than it was in 2010. We attribute part of that access to our digital TV migration which has brought digital penetration today to 63%, but we also like to point out that we have 7.8 million analog video homes who can still convert to our high ARPU digital services. So a built-in runway of growth but you can also attribute our better video performance reflected in only 50,000 video losses in the fourth quarter to the fact that we are not adding customers in the U.K., in Chile and in all of Central Eastern Europe and we had much better relative performance for the quarter in Holland and Switzerland where Horizon has been a big hit.

The next five slides presents some additional color on our top five markets, which as you know by now represent 80% percent of our revenue today. Now most folks are highly interested in our U.K. operation, Virgin Media. In fact, Tom Mockridge is on the phone today. If you go to slide six, you will see that Tom and his team are making great progress on both the integration and innovation fronts since we completed the deal in June 30.

As we foreshadowed top line growth for all of 2013, it was little weak due to some factors, namely softness in the B2B division. But the core consumer business, our residential video, voice and data performed well, with revenue growth up 5% year-over-year. It was helped by the fact that we have reversed the trend and actually added 34,000 customers in the second half of the year and sold them an average of 2.5 products, bringing ARPU to £48, our highest in Europe.

Virgin Media had several advantages over other U.K. competitors, including the fastest broadband speeds in the market with over 40% of new customers taking 60 or 120 megabit product and 70% of the base already in the super-fast category. We also have the most advanced TV platform in the market with TiVo, which has now crossed the 2 million sub market with just over 50% of our TV base subscribing to the service at an additional £5 per month. We continue to differentiate Virgin's products and services with the launch of BT Sport and by adding Netflix on the TiVo box. The extension of our market leading TV Everywhere product to Android devices and yet another first in broadband speeds with 152 megabit product, two times faster than anything available else over VDSL.

Now one of the benefits of investing in these quality enhancements, is the ability to support reasonable prices. We did increase consumer prices by around 6.7% in the U.K. on average in February and we do not anticipate material impact on churn. I talked a lot about the B2B business in U.K. since we closed the deal in June. Virgin's topline performance there was challenged due to lumpiness caused by prior one-offs and continued declines in voice but underlying trends in data growth remained positive. A new management team and operating model in combination with some big wins in late 2013 will support stronger growth this year in the B2B business, primarily in second half.

Then finally we are making excellent progress with the integration of Virgin Media, what we call our value creation strategy. The management reorganization is substantially complete. We have reduced internal and outsourced resources by nearly 10% at the end of the second quarter last year. We are making excellent progress on other initiatives across our business, all of which will drive significant savings in OpEx and CapEx and help us achieve mid-single-digit OCF growth in 2014. So we are on track in this market and feel very positive about the team and the plan in 2014.

If you turn to slide seven, another great year in Germany, and I will pick up the pace here a bit, where tremendous volume growth and the first full year synergies contributed to nearly 10% OCF growth for the year and an OCF margin of 60%. I will let those numbers sink in for a second. I will break it down. We added 558,000 RGUs including 360,000 broadband subs in 2013, making us the fastest growing broadband provider in all of Germany, even though we only operate in three states, offering three times the speed that the incumbent is currently able to deliver and grabbing 120% of net new market share in our regions.

Our Horizon launch in the falls has gone well. We added 75,000 subs in just over four months at about five year ARPU uplift. We have had great reception of our Horizon TV Online service which offers video customers with broadband access, up to 90 channels, another great content on their iPad or PC. As in all of our markets, we do remain focused on pricing power in Germany. With these improved video and broadband bundles, we have laid the groundwork for a reasonable price increases in 2014, mainly in our basic video segment. These increases might impact volumes, but they will allow us to deliver superior revenue and OCF growth in a market that continues to be our most important growth engine.

If you move to slide eight, you will see that Telenet also had a very strong year. Our Belgium operation had 146,000 organic RGUs in 2013, the best result since 2009. We reported 10% rebased revenue and 8% rebased OCF growth. These results are driven by the success of some very creative marketing campaigns that continue to resonate with both fixed and mobile customers. On the fixed side, we saw traction again with Whop and Whoppa our simplified triple-play bundles, which helped add 36,000 play subs, the best result in five years and churn rate were down across all the fixed products.

As you foreshadow, mobile volumes in Belgium are slowing, but they are still substantial. We added 230,000 mobile net adds last year, bringing the sub base to over 750,000 and mobile ARPUs to €28. Like other markets, we are pushing WiFi in Belgium which now is nearly 1 million WiFi home spots and 15,000 public spots. Bottom line, as we continue enhance value for our customers to allow us to support reasonable ARPUs and reasonable price increases, then I will say Telenet has made good progress on the B2B front with revamped and simplified offers for the business market, tailored towards SOHO and SME segments. I have got great confidence in John Porter and his team and 2014 is starting strongly in Belgium.

Switzerland just keeps rolling, and we show on slide nine with a strong Q4 result and 7% OCF growth for the year. It's a great example of both organic RGU additions of around 49,000 and ARPU growth, helped by our biggest broadband years since 2006. As in other markets, we are clearly winning the market share gain on footprint versus the incumbent, with an estimated 60% of residential broadband net adds. And Swiss consumers are among our most advanced for sure.

The average speed delivered in Switzerland is now around 70 megabits per second, not the average speed that we are selling but that people are actually paying for. 30% of our broadband RGUs have at least 100 megabits per second. Horizon TV crossed the 150,000 mark in early February and sits at 23% penetration of our digital base, our highest.

We just launched SmartRec, our network DVR, which allows customers to replay 77 channels for up to 30 hours. These improvements have help support reasonable ARPUs and a price increase across our video base in January and with only 46% of our customers bundled in this market, our second lowest in Western Europe, and increasingly better products, we expect solid performance in 2014.

I will finish up with the Netherlands on slide 10 which, as you know, had a tough year operationally and financially. In the first half of 2013, we reported RGU losses in the midst of difficult financial results. After introducing new simplified bundles in September, we delivered modest positive net additions in the second half of 2013. Our financial results were still negative. The bottom line is that the market remains highly competitive, but our investment in our products are paying dividends.

For example, faster broadband speeds helped generate 15,000 net adds in the fourth quarter, a 25% increase over the third quarter and the vast majority of all net adds on our footprint relative to KPN, who we estimate is generating around 20% of new broadband subs, with cable taking the balance in Holland.

Our first Horizon market more than doubled subs in 2013 and currently has over June 210,000, and we continue to innovate. The rollout of our WiFi hotspots is going according the plan. We will have 500,000 in the field by April. We plan to launch MVNO with Vodafone this year. We are focused on executing our speed leadership strategy and expanding our Horizon TV platform.

As we move through 2014, and build on some of the steps that we have taken over the last six months, we expect to deliver improved performance for 2014 and that's before taking into account the benefits of our recently announced acquisition of Ziggo which will create a national cable platform and a true champion in the Dutch market, as we highlight on slide 11. Industrial logic for this combination is compelling and the benefits to all stakeholders are clear. It brings further scale to our business which will drive investment and innovation for the benefit of Dutch consumers and businesses. Combined company will reach 90% of Dutch households of over 4 million customers or 10 million RGUs and generate revenues around €2.5 billion.

This will allow us to compete more effectively with KPN, which still dominates the Dutch telecom sector in fixed and mobile services. As we have indicated, the plan is to leverage Ziggo's strong brand nationwide and to harmonize products and services over time. And by 2018, we expect to have $215 million in annual run rate synergies, driven by scale advantages across nearly all functional areas, including $180 million, with regards to the OCF line.

As we reported, Ziggo supervisory board and management boards have agreed unanimously to recommended the deal and we are confident about the regulatory process. We have a good relationship with both the Commission and the ACM, and I have already discussed this case extensively with both authorities. There is no question, the case will be dealt with professionally and that we expect to receive clearance either in The Hague or in Brussels. The current expectation is closure in the second half of 2014.

And I will close, this time, I will really close with a few comments on our broader strategic game plan this year and on the last slide, slide 12. And these are the initiatives and programs that make our unique value creation model sustainable, in our view. If you look at the companies in our sector that are thriving, they are adding customers and driving ARPU and margins every quarter. They are focused on one thing above anything else and that's creating superior and innovative products that exploit our network advantage and deliver the value and experiences our customers are increasingly demanding.

I am talking about advanced digital TV platforms, for example, that permanently close the functionality gap the OTT guys have opened up in certain markets. Our Horizon TV platform and user interface, with online apps and TV Everywhere services are doing just that and we will continue rolling out these devices, including cloud-based versions throughout the year.

When you add in an expanded content offering, including SVOD tiers that deliver the same series and films that sites like Netflix and look-alikes are offering, usually at a fraction of the cost. We are increasingly confident in our ability to retaining and grow our digital TV business.

In broadband, our windows wide open for the foreseeable future. Our network advantage over VDSL and our ability to match fiber-to-the-home in a few places it exists provides a secret sauce in our triple-play bundles, especially as consumption and the demand for speed accelerates in Europe.

I think we have been very patient, deliberate and cost effective in the mobile business, but the time has come to reap those benefits. We already have 4 million customers and $1.2 billion of revenue dollars and with the launch of our centralized MVNO platform, we expect mobile revenue to grow faster than our triple-play business in 2014.

For many customers, WiFi is a preferred way of connecting their mobile devices and we will meet this need by rolling out extensive WiFi hotspot networks. Belgium already has 1 million WiFi hotspots, Netherlands is approaching half a million, together with the U.K. and other market launches, we are heading towards 3 million WiFi hotspots in the next 12 months across our footprint.

Our B2B business will also energize revenue growth this year. With $1.25 billion of run-rate revenue and new management team revenue and in the U.K., and a comprehensive focus on the SOHO opportunity, BBB should outpace our average growth rate leveraging our network and technology investments. 2014 will also be an important year for securing and beginning to execute on around $565 million of annual operating M&A synergies, including $350 million Virgin Media. That's about double what we originally estimated by 2016 and $215 million at Ziggo, as I just said which is clicking by 2018. We have a very good track record on post-merger integration and I feel confident in these estimates which will provide additional support for our medium-term cash flow growth targets.

Then finally speaking of targets, here is a snapshot of our 2014 outlook. Most importantly, we expect accelerating rebased operating cash flow growth this year versus 2013, driven by better results in the U.K., continued to strengthen our other top five countries and a focus on cost efficiencies at the corporate and regional operator operating level. We also anticipate a modest decline in capital intensity similar to prior period which together with our OCF growth will help us deliver around $2 billion of adjusted free cash flow in the year.

So we are focused. We are optimistic. It has been a great start to the year. We feel good about our medium-term outlook as well.

With that, I will turn it over to Bernie.

Bernie Dvorak

Great. Thanks, Mike, and welcome everyone. I will start on slide 14. Before I began, I would like to point out two things. First, when we refer to our combined results, they include Virgin Media for the full 12 months of 2013, including the first five months before we completed the acquisition. Second, the Chellomedia assets that we have sold have been treated as a discontinued operation. So our operating results exclude the impact of Chellomedia for all historical periods.

We have sued this slide over the last two quarters, as we think it provides a helpful snapshot of our 2013 rebased performance, which adjusts to neutralize the impact of acquisitions and currency movements. The gray bar shows our results, excluding Virgin Media. The green bar depicts Virgin Media's performance. And the blue bar highlights the combined growth rates for the whole company.

For both revenue and OCF, we delivered 5% rebased growth for the full year, excluding Virgin Media. I will provide more detail shortly but the key drivers of our mid-single digit performance were our businesses in Belgium and Germany, with Telenet posting a 10% rebased revenue growth, their best results since we began to consolidate them and Unitymedia leading an OCF of 9% rebased growth. The key factor underlying both of their strong performances was volume growth on triple-play products, while Telenet's rebased revenue growth also benefited from strong mobile subscriber additions.

The middle bars in each graph highlight Virgin Media's 2% rebased revenue growth and 3% rebased OCF growth for the full year. Virgin's reported full-year OCF growth was hindered by a year-over-year decline of 4% in Q4 and this decline primarily resulted from higher programming cost and a challenging comparison. As we flagged on our Q3 call, Virgin's Q4 2012 OCF benefited from over $25 million of favorable nonrecurring items including over $10 million that helped revenue.

With regards to the underlying operations cable subscription revenue, which represents all 70% of Virgin Media's total revenue, provided rebased growth of 5% for the full-year. This solid growth was offset by relatively flat results Virgin's mobile and business operations and a decline in other revenue which includes interconnect and non-cable revenue.

Rounding out the chart, we get to the blue bar which shows 4% combined rebased revenue and OCF growth. These results are consistent with our mid-single digit growth targets.

If you go to slide 15, this recaps our geographic results for 2013. On a combined basis, our European business generated $15.9 billion of revenue and $7.5 billion of OCF, reflecting rebased growth of 4% on both revenue and OCF. In addition to our businesses in Belgium and Germany, other notable performance in 2013 include Ireland and Switzerland, with our Irish business delivering rebased revenue of 5% and OCF growth of 11%. I will show you our Swiss results in a moment.

As Mike mentioned earlier, competitive pressure in the Netherlands and Central and Eastern Europe weighed on our overall results. In Chile and Puerto Rico, our businesses combined for $1.3 billion revenue and $460 million of OCF. Those two operations generated rebased revenue growth of 6% and OCF increased 14% on a rebased basis. Our Chilean business drove the OCF growth rate through strong growth in the triple-play business and lower mobile OCF deficit as we move to a full MVNO approach.

The third row shows our combined results for the entire company with $17.3 billion in revenue and $7.9 billion in OCF reflecting combined rebased revenue and OCF growth of 4% each. It is worth noting that our year-to-date results include approximately $15 million of net cost incurred by our corporate locations associated with the integration of Virgin Media with most of the impact occurring during the second and third quarters.

And finally, the last row of the table ties back to our reported results which include Virgin Media for approximately 7 months.

Slide 16 presents our five largest markets in terms of rebased revenue and OCF growth. First, on our combined results these five businesses accounted for 80% of our revenue and 85% of our OCF. So clearly critical markets for us. Our operations in Germany and Belgium produced very strong results as we discussed earlier. Our Swiss business had its best financial performance in five years with 4% revenue growth and 7% OCF growth for the full year, including 8% OCF growth in the fourth quarter. The Swiss OCF growth was supported by strong cost controls, as Q4 2013 cost were largely flat compared to Q4 2012.

And on a full-year basis, Virgin Media reported 2% rebased revenue growth and 3% rebased OCF growth. We expect Virgin to deliver an improved mid-single-digit rebased OCF growth rate in 2014 capitalizing on both its February price increase and the impact of synergies. It is worth noting that we expect Virgin's OCF growth to be weighted towards the second half of the year, helped by the timing of synergies.

And finally, our Dutch business had a difficult year, as Mike mentioned, experiencing a decline of 2% in revenue and a decline of 5% in OCF. Although we saw sequential improvement in revenue and OCF in Q4 as compared to Q3, we still expect 2014 to remain challenging.

Slide 17 summarizes our property and equipment additions and adjusted free cash flow results for 2013. Our combined P&E additions totaled $3.8 billion in 2013 or 21.8% of revenue. This reflects the 50 basis point decline from our combined 2012 totals which aggregated $3.7 billion or 22.3% of revenue. It is important to note that with the sale of Chellomedia, our ratios have increased by about 50 basis points, since our programming business have limited capital expenditures. Of the total combined spend in 2013, 55% was on CPE and scalable infrastructure, 25% was online extensions and upgrade and rebuild and the remaining 20% on support capital. So 80% of our spend was revenue focused.

Geographically, our largest European businesses, Virgin Media, Telenet and Unitymedia all realize lower P&A additions as a percentage of revenue in 2013, as compared to 2012. As we think about 2014, our goal is to deliver a modest reduction in P&E additions measured as a percentage of revenue as compared to our combined 2313 result.

Moving to the right hand side of the page, we finished 2013 was $1.77 billion of combined adjusted free cash flow, including over 800 million in the fourth quarter, which represents a 16% increase over combined 2012 adjusted free cash flow of 1.53 billion. The result was consistent with our medium-term expectations for mid-teens growth.

If you turn to slide 18, we provide a snapshot of our year-end leverage and liquidity position as well as our stock buyback program. First, looking at the chart on the left, we had pro forma consolidated liquidity of roughly $7 billion at December 31, which breaks down as follows. Reported cash of $2.7 billion, the orange slice highlights the $1 billion of cash from the Chellomedia sale which we closed last month and $3.3 billion of maximum borrowing capacity under our revolving lines at the end of Q4 of which we would expect to be able to borrow $2.8 billion upon completion of our 2013 reporting requirements.

Moving to the middle of the slide, we had total debt at year-end of $45 billion reflecting increase from Q3 of about $700 million due largely to foreign currency movements. Our leverage has been fairly consistent over the last three quarters at 5.3 times on a gross basis and 4.9 times net. Our fully swapped borrowing cost at December 31 was 6.6%, which was down 60 basis points from 7.2% last year at this time. We have remained fairly active in the capital markets with the refinancing in Germany during Q4 where we raised €470 million in 15-year bonds at a coupon of 6.25%, which refinanced debt that was slightly more than 8%.

Subsequent to year end, we also raised $1.4 billion of attractively priced tenure debt on VTR and have extracted VTR from the UPC credit pool. For our new bondholders, we anticipate that we will post to the Liberty Global website, VTR's full-year financial report by the end of March. Beginning in Q1, we will post a quarterly press release and financial report similar to our other credit groups.

Finally, looking at the chart on the right, we continue to repurchase our equity, as we bought about $280 million in the fourth quarter. This amount brings our 2013 total to over $1.1 billion with $1 billion spent following the June close of Virgin Media. In addition, we have increased our buyback program by $1 billion a few weeks ago, we announced that. So we have about $3.5 billion to spend over the next two years.

In conclusion, subscriber growth, particularly in Q4, remained robust and this gives us sustainable momentum heading into 2014. We are driving the business to deliver OCF growth in 2014, along with reduced capital intensity and we are targeting adjusted free cash flow of approximately $2 billion this year. All of this does not factor in the impact of the Ziggo close. It is important to note.

As we discussed, our integration of Virgin Media is in full swing. We are starting to see the impact of synergies in the U.K. management team led by Tom Mockridge. He is making strong progress towards achieving our long-term synergy objectives which will help set the stage for improved OCF growth at Virgin Media this year. Finally, we feel confident about our liquidity position which allows us to continue our share repurchase strategy and strategic acquisitions.

With that, operator, we have completed our prepared remarks. So let's open the phone lines for questions.

Question-and-Answer Session

Operator

(Operator Instructions). In order to accommodate everyone, we request that you ask one question with one follow-up, if needed. (Operator Instructions). We will take first question from James Ratcliffe with Buckingham Research.

James Ratcliffe - Buckingham Research

(Inaudible) the question. Two, if I could. First of all, on Horizon. Now looking at the penetration curve, Switzerland's had it for about three times the times Germany but has about 6X, 7X the penetrations. Should we read anything into that, about the long-term prospects or appeal of the platform in the two countries? Or is it a function of what the penetration curve looks like as it's been in the market for a few months?

And secondly, can you talk a little about how you are thinking about the relative appeal of M&A from a new market versus expansion for existing markets fill in and how Ono could or could not fit into that? Thanks.

Mike Fries

So on the Horizon point, if Diederik or Balan have anything to add, please do. But I would say it is more about just the timing. We don't anticipate meaningfully different penetration rates in the markets after we have rolled them out. Remember, at Horizon in Germany, we did launch it in September timeframe, but we had a few logistical and technological glitches that slowed the early launch. So while we were launched officially we were rolling out very carefully in those early weeks and even months. So I don't think there is anything to take from that and we think will reach comparable levels in most markets. In terms of M&A, listen, it's a great question. We are focused, as I think I have said for over a decade now on our core markets first and trying to build scale in the countries that are most important to us. We don't really comment on M&A transactions, but in this instance I can more or less tell you we aren't looking at probably Spain. Its probably a precedent, I will regret making it, establishing here, but that market does not fit for a lot of reasons today into what we are trying to achieve in the European marketplace and we don't have the synergies quite frankly the confidence in that country or that asset that others have. So I don't see us participating there.

James Ratcliffe - Buckingham Research

Thanks.

Diederik Karsten

Mike, this is Diederik. Just to add to what you said about Horizon. Indeed, just to note that in Germany we had launched the Horizon product only in the Unitymedia area and it will be only later this year that we will add to KBW region. So that is obviously also showing up [ph].

Mike Fries

Yes. Great point. Of course. Thanks, Diederik.

Diederik Karsten

Yes. The other thing is that it's a bit newer. It's seen as, it's considered a newer product in Germany than it is in Switzerland. So I would almost say that potential there is a still lot of run rate.

James Ratcliffe - Buckingham Research

Thank you.

Operator

And we will take our next question from Jeff Wlodarczak with Pivotal Research Group.

Jeff Wlodarczak - Pivotal Research Group

Good morning, guys. I wanted to focus on your Latin American assets. Can you provide more color, specifically, on what happened at VTR in the quarter? Your rebased EBITDA was way above expectation, which I assume is mostly that swapped through the MVNO model, and your RGU growth slowed materially. Are these trends expected to continue for the balance of '14? And then I have got a follow-up. Thanks.

Mike Fries

Mauricio, are you online?

Mauricio Ramos

Yes, Mike, I am on. The first part all your question is, indeed we had a very good year in Chile, both in cable and mobile. The second, the fourth quarter results are indeed affected by the transition to a full MVNO model and that is why you see that fourth quarter rebased OCF growth was higher, as you see it. Then typically as we head into the end of the year in the fourth quarter and into the first quarter of this year, the RGU acquisitions tend to slow down a little bit as a result of that being the summer period in Chile.

Jeff Wlodarczak - Pivotal Research Group

So you would expect it to get better from here?

Mauricio Ramos

We are seeing good growth in January better than we expected and we foresee strong demand that as we did last year for our triple-play product. And with the new model, we are back on the market on mobile, which we weren't towards the end of last year.

Jeff Wlodarczak - Pivotal Research Group

Okay. Thank you. Then just one for Mike. You have had a successful independent capital raise at VTR, where you carved it out of the bank group. Now that you have gotten that done, what are the milestones we should be looking for, for you to potentially prep the company for a spin on IPO and is that something that happen in of '14?

Mike Fries

Well, I think it is definitely something that could happen in 2014. There is a lot of moving parts which we don't have time to get in to not the least of which is trying to keep some clear water for other transactions to complete. But in the end, it's largely just plowing forward on the structural and documentation related steps for something like that. I don't think there is any strategic or operational milestones, Jeff, that are going to jump out at you or us that would affect the decision. It is something we feel makes sense for our company and our shareholders and all things being equal we are going to prep it up and execute on that plan and it can very well happen in 2014.

Jeff Wlodarczak - Pivotal Research Group

Great. Thank you.

Operator

We will take our next question from Michael Bishop with Barclays.

Michael Bishop - Barclays

Hi. Just one question, please, on Germany. You mentioned, Mike, the strategy in Germany that are changing with a bit more of a price focus and potentially, for volumes to slow. Could you give us a bit more detail on exactly how much more you will turn the screw on price because, obviously, the fourth quarter was very strong volumes again? So I am just trying to gauge the potential impact in 2014. Thanks.

Mike Fries

Well we have already implemented some price increases in Germany across bundles and in the course of 2013 we had bits and pieces here as well. I don't it is substantial and, Diederik, you can correct me, I think we are looking at the low single digit increases across core products. We don't think that will have a big impact. But it's not just pricing. It is also the length of discounts and how much you charge at install and other factors that affect consumer decision-making that we feel we are leaving some on the table, if you will. So as you start year, you never know exactly what the net add impact from Germany or from a market will be when you make these sorts of decisions. My personal opinion is, we will continue to generate meaningful net adds in Germany. The market there is so robust and our products are so compelling that I don't think what little pricing impacts we are delivering will have a large or change significantly the volumes that we forecasted historically, but we will see what happens. You want to add anything to that, Diederik?

Diederik Karsten

Yes. Just to add, if you see our move which we started last year from our volume focused to value focused, we are comfortable that we are not only on the right track, but it starts to deliver. ARPU was up 8% last year in Germany. Also new products like Horizon are priced at the higher level where they belong with the strengthening in the product specs. That's the strategy which we will keep pursuing. On top of that we will also staple to where it comes to promotional effectiveness also in 2013, we started to reduce promotional periods which also helped overall pricing. Just to add some flavor to the details what you said.

Operator

We will take our next question from Vijay Jayant with International Strategy and Investment Group.

Vijay Jayant - International Strategy and Investment Group

Thank you. I was hoping you could provide some more color regarding the Ziggo transaction, the timeline related to any of the milestones we should be considering. Any conditions we might be thinking about such as any requirements for un-bundling your network and whether some conditions would lead you to reevaluate the deal and what remedies you might have? Thank you.

Mike Fries

Yes. I think the general posture is not to comment on those types of things at this stage. We are really in the very early stages of dealing with the various regulatory bodies and we feel, as I said in my remarks, confident that they are approaching us in a rational and reasonable way and we will approach it in a rational and reasonable way. It's important, we think for the Netherlands, it is important for our shareholders and Ziggo shareholders, it is important for consumers. So we are pretty confident in the end that all parties will see it similarly and I really don't want to get into details about this condition or that remedy. It's way too soon to have a visibility on that. We are just working through the procedures and feel good about a close in the second half of the year.

Vijay Jayant - International Strategy and Investment Group

Great, and a second, if I could. If you could just, again, go over the phasing of the Virgin Media synergies this year? Just if we could think about how that is contributing to the OCF acceleration this year?

Mike Fries

Well, we did say 2016 for full annualized effects of the $215 million. But Tom, you want to provide any color on that?

Tom Mockridge - Chief Executive Officer

Yes, thanks Mike. Progressively through this year, the benefit of the synergies and efficiencies will fall to the bottom line in the business. Essentially the reductions we made in headcount, which as Mike alluded to, have been close to 10%, about 2,000, that has overwhelmingly taken place before close of December last year. So we do have that benefit coming through now and then there is a whole range of other synergies, efficiencies, programs that are building through the year in conjunction with Liberty Global and we will get that progressive benefit through '14 and then into '15 and through to '16.

Vijay Jayant - International Strategy and Investment Group

Thank you very much.

Operator

We will take our next question from Benjamin Swinburne with Morgan Stanley.

Benjamin Swinburne - Morgan Stanley

Thanks. Good morning. One on Ziggo and then back up, ask a follow-up on Virgin. So Mike, whenever you guys acquire assets, we are always looking at how you think about those acquisitions versus buying your own stock. So when you look at Ziggo, I think, at nine times EBITDA, I am wondering if you thought the top line could get better over time in that market. It's a national footprint, something that you haven't had before. The Dutch market's been tough. It's not growing as fast as your overall portfolio, but clearly, you see opportunity there. So I am wondering if you could just comment beyond the synergies as you think about what that footprint means to the business and whether this whole asset base could grow faster over the longer term?

Mike Fries

Well, I think the answer to that question, Ben, is absolutely yes. When you look our internal forecasts for our own business, which showed progress and improvement but clearly it was going to take time to achieve on a standalone basis and then we married that up with Ziggo's own internal forecasts which were a bit more robust since they operate in different markets, then we have a meaningfully less competition from KPN's fiber builds and things of that nature. And then you add on top of that the synergies, there is no question that we believe you have got a combined platform that will achieve terrific growth, both from the top line and the operating cash flow line. Certainly consistent with what we are trying to achieve in other parts of Europe. So there is no question it was accretive, both to each of the assets and consistent with our outlook for growth across Europe, if that's where you are going.

Benjamin Swinburne - Morgan Stanley

Yes, that's very helpful. Thanks. Then I guess, a somewhat related question on Virgin, maybe for Tom or Mike or both of you. When you look at last year, the Business put up solid growth in the cable business. I think it was 5% organic. But mobile and B2B were light. So when you look at '14 on the revenue side, how do you guys feel about the top line, particularly on those areas that have weighed on growth, like B2B and mobile? And I am asking in the context of a market that's obviously quite dynamic but it does look like Freeview is faltering a bit as a product. So maybe the market is becoming a little more rational than less.

Mike Fries

Well, I will give you a 30,000 foot view and then Tom can fill in the gaps. The growth in revenue in Virgin in 2014 is clearly a function of several moving parts. Your rate increase, that you talked about, which delivered obviously a big punch to your revenue and your top line, B2B turning around which we have great confidence in and the team has done a great job of redirecting resources and strategies there, but you have also got continued headwinds in the voice business, some regulatory issues, things of that nature. So it's always that Virgin is going to be a bit of positive and a bit of offset. What we have to do is focus on driving the things we can control, principally the consumer business, as you pointed out, as well as the B2B business, which is huge chunk of the story there and focusing on any synergies that is down which will ensure that we achieved the operating cash flow and cash flow forecast which were so important to our decision about the business and valuation. You want to add anything to that, Tom?

Tom Mockridge

I just want to add that coming into the business, I think we did find that both B2B and mobile had never really been fully integrated with the cable network business and I think in both . These running by give us the opportunity for using mobile bundled more closely with the cable business, consumer cable business and using the Virgin Media strength and brand and breadth in B2B both giving us growth opportunities through this year and going forward. We are very focused on getting those.

Benjamin Swinburne - Morgan Stanley

Thank you.

Operator

We will take our next question from Bryan Kraft with Evercore.

Bryan Kraft - Evercore

Good morning. Thank you. I just had two questions. Just one on the guidance. What's happening below the EBITDA line that's causing the free cash flow growth in 2014 to slow to 10% versus the 16% last year, even though the rebased EBITDA growth is accelerating in 2014?

And then, just wanted to see if you could provide an update on the housing contract impact in Germany from the contracts moving over to Deutsche Telekom? Thank you.

Mike Fries

Sure, I will take a crack at the free cash flow and then Charlie is welcome to chime in, but I think it's actually 13% when you get outside the rounding not 10%. I know what around it, it looks like 10% but it's close to 13%. So we still consider that mid-teens consistent with our outlook but also remember we had 30% in the prior year, 16% this year and free cash flow, for us, there is going to be some variability in that but Charlie you want to add anything to the free cash flow line there?

Charlie Bracken

We feel pretty good about the $2 billion number. There are a bunch of variables. I think there was some talk in the Telenet press release about the timing of a significant cash tax payment. I think, and consistent with our spirit of not over-promising on delivery, I think we got the $2 billion, the phasing of certain working capital could lead to some upside or downside on that. But I do think, or that's actually what's Mike was saying, we are consistently tracking this mid-teens target and the fact that we have made the performance this year, I don't think it means that we are backing off that target. I think we feel pretty good about sticking with it.

Mike Fries

What was your second question, Bryan?

Bryan Kraft - Evercore

Yes, I just want to clarify this, and the operating free cash flow, I mean, is actually accelerating, right? More EBITDA growth? Declining capital intensity? So this is just going at the top line?

Mike Fries

Yes.

Bryan Kraft - Evercore

Okay. The other question was on Germany. The housing contracts, particularly the one big one shifting from yourselves to Deutsche Telekom, if you could just provide an update on how far along we are in that migration and how much is left to still happen?

Mike Fries

Yes. I will let Diederik jump in on that but I think we won back 80% or more of the contracts that we have already been after. You want to talk about that, Diederik?

Diederik Karsten

Yes. I think its also good to say that we didn't lose or run any revenue contract in 2013, but there is still some at risk, 40% of the, let us say, call it the contracts covered by the remedy agreements remain subject to these so-called special termination rights. Well, it is good to say that they only account for less than 1% of the German total revenue, we have been able, in Q4, to also secure new contract. That's also, I could say, that we did not lose any single remedy contracts. So, all in all, that is what it is. That, by the way, Germany's 20 largest book agreement accounts only generated 7% of its revenue just we kind of disclosed this already but just to give you an indication that sometimes the size is bigger than the bill.

Mike Fries

Does that answer your question, Bryan?

Bryan Kraft - Evercore

Yes. Thank you.

Operator

We will take our next question from Tim Boddy with Goldman Sachs.

Tim Boddy - Goldman Sachs

Yes. Thanks for the question. I want to talk a little about content, Mike, and whether there's been a change in your attitude towards the ownership of content? I guess, not specifically with regards to some of the noises about Formula One, but it would be helpful to understand your strategic thinking more broadly. And then I have got a follow-up as well.

Mike Fries

Sure. I mean, as we said at the time that we announced the sale of Telemedia that we did feel that we could reallocate resources more effectively and I mean effectively from a strategic point of view mostly, not necessarily financially more effective in content that were more closely aligned to our distribution strategy in market. So of course was in 65 countries and all over the place. So I am not going to comment on specific rumors in any one market. I will simply say that we do think sports, especially in cut market where we arty have sports channels and sports rights that our customers have become accustomed to could be an interesting opportunity for us, but I would caution you not to be concerned about big bets. We are really talking about smart bets that secure access for us for the long-term. We don't necessarily think we need to own content to the exclusion of our competitors in our markets. We just need to be in control of our own destiny, so to speak and sometimes either participating with others or adding new elements of sports rights, for example to existing platforms can be beneficial but I will just caution you that we are going to be very smart about these types of investments. We don't expect to jeopardize our core capital structure or growth prospects. We are looking at this, I would say, very carefully and very opportunistically. The other area that I would add where we are perhaps ramping up a bit but again, it would be indiscernible to you from a disclosure point of view is in SVOD where we do feel like given our Horizon platform and how robust our user interface is and our ability to attract consumers who are focused on functionality and multiple devices and TV Everywhere, so that our investment in SVOD content series and movies and things that they are growing accustomed to finding in a random access platform might increase. Again though those increases would be largely indiscernible to you, but on a relative basis as we look at content expenditures, I think we will be more aggressive and more focused on SVOD content to fill in tiers of service that we know our consumers are looking for and to do it cost effectively.

Tim Boddy - Goldman Sachs

Thanks for that, and then just a follow-up. It was just around your buybacks. Maybe for yourself or Charlie, but I guess, you didn't buy much stock in the fourth quarter, given the scale of what you want to achieve, even if you can annualize it out. The buybacks were quite small. Was that related to the fact that you are in discussions with Ziggo? Or something else?

And then, staying on the same point around buybacks. My understanding is that you can't buy any stock once you file for the Ziggo transaction. And am I also right, that you can't issue any stocks? So you couldn't do any transaction that required you to issue stock, whether that's buying in a minority or anything else, during the period, while you are waiting for Ziggo to close.

Mike Fries

Charlie or Rick, do you want to address what we are saying about Q4 in those matters?

Charlie Bracken

I think on the buyback side, we have got a target and we are going to get there in a relatively even way. I think we had overspent. We barely bought low in the year. I think that we felt Q4 was very consistent with delivering the old two year buyback target. So I don't think there is any sense of a slowing down for a particular reason. We are just pacing ourselves through and we certainly very comfortable that we can achieve our targeted buyback target, the new one, in the timeframe that we have given. What I would say about the buybacks during the Ziggo offer, is that we have a certain period when we are out of the market, which means that we haven't fully decided how we are going to allocate it but you will see any buybacks probably being backend allocated and then they spill over into the following year. But we will say, we are very keen on issuing on buying back our stocks. That's very important to us. In terms of issuing the stock, I think we are allowed to issue stock under the merger. I am looking at Andrea. So, I think it is not that we are necessarily looking to do that but there is an ability for us to issue stock, if we need to.

Mike Fries

And where we get into periods where we are restricted or blacked out, we generally put in a 10b5-1 plan. So we are always in the market at some level unless we are absolutely restricted, but that doesn't happen often.

Charlie Bracken

It doesn't happen often but it will happen from the time at which our registration statement becomes effective at the SEC, up and until we close. So there will be at least a couple of months window between now and that point of time, but from then until the time that which we close Ziggo, we will be out of the market.

Tim Boddy - Goldman Sachs

Thanks so much.

Operator

We will take our next question on Matthew Harrigan with Wunderlich Securities.

Matthew Harrigan - Wunderlich Securities

Well, thank you. I was going through your 10-K. You have done a great job on containing video erosion, primarily to the low-end. Lots of advanced service momentum at Horizon and TiVo and all that. But it looks like organically, your video revenues were up only 60 basis points, even as broadband was up 10.6%. Can you elaborate a little bit on that?

Then on the programming side, it looks like European operation's programming expenses were roughly about 9.3%. You are still below $1 billion, against $5.7 billion in video revenues. I guess, even with Virgin and BT Sports and Telenet in there, you have got a really attractive programming cost template, even as you are doing more things on SVOD and with TV Everywhere. Can you talk little bit about where you see programming cost going and whether this very benign posture you have relative to the U.S. guys can continue?

Mike Fries

Sure. I don't have all the layers of our video revenue in front of me yet and I don't think we disclose those, but I can tell you that the video revenue is going to be obviously impacted, on the positive, by our conversion to digital, which we do very effectively but losing a video customer in its entirety is pretty impactful as well. So that's a net figure. It's going to take into account the digital conversions which we are realizing at roughly twice the revenue of our analog customer, but also the net loss of a customer. So as we start to move into 2014 and '15 with a focus on pricing power and in looking at being more, not aggressive, but more appropriate in how we price our products, I think you will see that number improve. We also expect our video attrition to remain as where it is or improve. Over time, I think that will change.

Programming expenses, if you don't break out, I think I have said publicly, though that you should expect that our programming expenditures, at least in the next two to three years, might outpace our video revenue growth but not meaningfully. Some of that is just pure catch-up in terms of SVOD rights or online rights or ensuring that we have a competitive, if not the best program offering in every market we are in, but fundamentally our video margins are still extremely high and the net effect of that catch-up in programming expenses is really almost difficult to see in our video margin which remains, I think, the highest in the business.

On average, I think it has been something like $5 per subscriber per month on content, excluding the U.K. market which of course has a huge premium component to it and skews those numbers. So I think that we are looking at areas where we need to invest but we are not doing it -- we are doing it, I think, in a smart manner.

Matthew Harrigan - Wunderlich Securities

Great, thank you.

Operator

We will take our final question from Ulrich Rathe with Jefferies.

Ulrich Rathe - Jefferies

Yes, thanks very much. I have one slightly big-picture question. VMED is tracking maybe a bit below your own expectations, which I think you have mentioned at a recent presentation yourself. Do you actually manage the portfolio to get to the numbers? In other words, would you make compromises on growth in Germany, for example? I know it was a very high margin in Germany in the fourth quarter, yet again. So is this something that you look at from a portfolio perspective? Or do you tend to just try to manage the individual businesses for what they need and what you think creates most value in the individual business? That would be my first question, and then I have a follow-up as well.

Mike Fries

Well, I would say that our principal approach to managing our businesses is to do, as you described, specifically looking at each individual market and each individual market opportunity and allowing that business team and management team to present a growth strategy that is appropriate for that marketplace. So it starts to bottom-up, as anybody budgets, we budget bottom-up and we plan bottom up and we the look at the U.K., definitively than we look at Germany. Having said that, like any multinational and any large operating company, we do look for cross-border synergies. We do look for cross-border in the benefits and we do look at our net consolidated results in the manner that's consistent with how you want us to look at that so we can deliver that the guidance and the targets that we have articulated. So it's a little bit above but it starts most primarily from the bottom up, market by market. What was your second question?

Ulrich Rathe - Jefferies

Thanks very much. That's very clear. The second question is very specifically on the U.K. You are noting, I think you are reporting fractionally higher churn, which I think reflects higher retention measures. Could you just highlight a bit how you see the churn versus retention measures, potentially higher investments you needed to do in the fourth quarter to contain the churn? And how you view the broadband net adds? I am focusing very particularly on the broadband net adds at VMED. Any comments around the dynamics internally and obviously, the market would be much appreciated. Thank you.

Mike Fries

Tom?

Tom Mockridge

Well, broadband adds remain our strongest growing RGU and we very positive about the prospects there. We are doing a speed upgrade again implemented later this month and there is very strong demand in the United Kingdom for the faster broadband speeds. We are the unambiguous market leader there. We believe we can sustain that position. And in terms of the churn, the 2013 was unquestionably a difficult year with the early advent of BT Sports and the adjustments through the company. We took higher churn than the company would have liked but there is, again, a big focus on that now. We have a very effective retention teams in place and we believe again with the integration and the synergy with Liberty Global, there is practices and various procedures that we can pull that churn right down progressively through this year and going forward. It is a big objective of the business.

Ulrich Rathe - Jefferies

Sure, but could you comment on the fourth quarter specifically? Did you take particular measures in the fourth quarter? Seeing the churn pick up, and then try to --

Tom Mockridge

No, that if anything it was the opposite I think relative to Q3 with the fourth quarter last year. With the introduction of BT Sport we saw an improvement relative to Q3 but it was a period in the U.K. market where you had the intense promotion by both BT itself and Sky. With the heightened competition, where generally the churn did pick up but we believe we responded well to that with BT Sport, with other programming initiatives and at the year-end, it was definitely improving.

Ulrich Rathe - Jefferies

Appreciate it. Thank you.

Mike Fries

All right. Well, listen everyone. We appreciate you joining the call. We are about an hour here. I will just maybe sum up again by telling you we feel we had a good 2013, hit the market, as I said at the beginning and a great start to this year. We feel positive about the guidance we provided today. If you look at the big five countries, again, representing 80% of our business. Both the U.K. and Holland are on the upswing in terms of both our control VMED and the ability to implement the plans we have articulated and our expected consolidation the Dutch market. The other three markets continue to hit solid numbers. We feel good about the operating in organic growth side of our business strategically and with VMED and Ziggo and synergies and very opportunistic but careful investments in content, I think we are poised to continue the strategy that got us to this point. The balance sheet remains strong. Our cash flows are, we think, sufficient to manage our business and grow our business. We have $7 billion of liquidity. We have got lots of opportunity and the team on the call here today and the board are actually focused on delivering shareholder value. That's the number one thing. So we appreciate your support and look forward to a great 2014 with you. And we will talk you in the first quarter. Thanks very much.

Operator

Ladies and gentlemen, this concludes Liberty Global 2013 results investor call. As a reminder, a replay of the call will be available in the Investor Relations section of Liberty Global's website at www.libertyglobal.com. There you can also find a copy of today's presentation materials.

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