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Liberty Global plc (NASDAQ:LBTYA) Files An 8-K Results of Operations and Financial Condition

Liberty Global plc (NASDAQ:LBTYA) Files An 8-K Results of Operations and Financial Condition

Item 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION / Item
7.01. REGULATION FD DISCLOSURE

On February 15, 2017, Liberty Global plc (Liberty Global, we, our
or the Company) issued a press release announcing its operating and
financial results for the quarter ended December 31, 2016 (the Q4
2016 LG Release). As further described below, we are amending that
press release by means of this Current Report on Form 8-K/A.
Background
Virgin Media Inc. (Virgin Media), a wholly-owned subsidiary of
Liberty Global, is a broadband communications operator in the
United Kingdom (U.K.) and the Republic of Ireland (Ireland). Today,
Virgin Media published its report for the year ended December 31,
2016 (the VM Annual Report). In connection with the publication of
the VM Annual Report, which is available under the investor
relations section of the Companys website (www.libertyglobal.com),
the Company is amending its Current Report on Form 8-K filed on
February 15, 2017 to revise disclosure regarding Virgin Media.
As more fully described below, this amendment revises the number of
premises added to Virgin Medias network as part of its new build
initiative in the U.K. and Ireland (Project Lightning), as included
in the Q4 2016 LG Release.>The amended Q4 2016 LG Release is
attached as Exhibit 99.1. We are also contemporaneously amending
the applicable disclosures in (i) our earnings release that
provided preliminary unaudited financial and operating information
for Liberty Globals fixed-income borrowing groups for the quarter
ended December 31, 2016 (the Q4 2016 Fixed Income Release), also
dated February 15, 2017, (ii) our 2016 Annual Report on Form 10-K
and (iii) slides 4, 6 and 7 that were included in our February 16,
2017 earnings presentation (the Liberty Global Group Q4 2016
Investor Call Presentation). Apart from amending the applicable
disclosures to conform to the disclosures made in this Current
Report on Form 8-K/A, we are not otherwise amending nor updating
the Q4 2016 LG Release, the Q4 2016 Fixed Income Release or the
Liberty Global Group Q4 2016 Investor Call Presentation.
No changes will be made to our consolidated financial statements as
a result of the revisions discussed below, as the impact on our
consolidated financial statements is not material. In addition, no
changes are required to our or Virgin Medias customer and revenue
generating unit statistics at December 31, 2016.
Discussion
We previously announced a new build program seeking to
substantially extend our European networks over several years. In
the Q4 2016 LG Release, we reported that our European operations
added 1.4 million premises to our networks during the 2016 calendar
year (Added Premises), including 465,000 premises added by Virgin
Media. These Added Premises included 323,000 premises connected to
networks in the U.K. and Ireland (Connected Premises) and 142,000
premises in many U.K. locations where the Company understood
construction to be essentially complete, but which still required
power, headend capacity upgrades and/or physical connection
activities (Inactive Premises). These Inactive Premises were
expected to become Connected Premises during the first quarter of
2017. In addition, we previously reported that we expect to connect
a total of approximately 1.4 million premises to networks
attributed to the Liberty Global Group during 2017, including up to
800,000 premises connected to Project Lightning.
In late February 2017, the Company>discovered that the
construction work necessary to connect a substantial number of the
Inactive Premises had not progressed as originally understood. The
Company then initiated a review of the records underlying the
construction status of the Inactive Premises and the circumstances
that led to the overstatement of their construction progress. Our
review found that the completion status of a number of Inactive
Premises had been misrepresented. In connection with this review,
four Virgin Media employees have been suspended and removed from
their posts and employment investigations are ongoing. Pending the
results of these investigations, disciplinary action may be taken
against employees, including dismissal.
The Company has determined that most of the Inactive Premises did
not meet the prescribed requirements for inclusion in that category
as of year-end 2016. We expect that all of these Inactive Premises
will be connected before June 30, 2017. Although this connection
activity will impact the total number of premises that we are able
to connect to Virgin Medias network during the first half of 2017,
we do not believe that any shortfall during this timeframe will
have any impact on the total number of premises that we expect to
add to the overall Project Lightning program.
We have taken several steps to strengthen our Project Lightning new
build program, including among other items:
We have appointed Robert Evans as Managing Director,
Lightning, with full responsibility for the Project Lighting
build. In this role, Mr. Evans will jointly report to Balan
Nair, Liberty Globals Chief Technology Innovation Officer and
Tom Mockridge, Virgin Medias Chief Executive Officer;
Virgin Media has appointed a new Project Lightning management
team on the ground in the U.K. that will report to Mr. Evans;
We are providing additional resources to manage increased
volumes of construction and planning activity in the U.K.,
including increased focus on wayleaves and easements; and
Virgin Media has appointed a new President and Chief
Operating Officer, who will be responsible for delivering
Project Lightning customer volumes among other
responsibilities, as further described below. This role will
report to Tom Mockridge.
We will no longer include Inactive Premises in the Added Premises
figures that we report in future periods to Project Lightning and
our other network extension programs. We are also revising our
disclosure of the Added Premises under Project Lightning that we
reported through December 31, 2016 to exclude (i) the 142,000
Inactive Premises from Added Premises (including 120,000 added
during the fourth quarter of 2016) and (ii) approximately 9,000
premises that were inadvertently classified by Virgin Media as
Connected Premises at December 31, 2016, as set forth in the table
below.
Virgin Media (Project Lightning)
Liberty Global Group (Project Lightning and other
network extension programs)
Previously-reported
As revised
Previously-reported
As revised
Added Premises:
Program-to-date through December 31, 2016
718,000
(a)
567,000
1,680,000
(c)
1,529,000
Year ended December 31, 2016
465,000
(a)
314,000
1,427,000
(d)
1,276,000
Quarter ended December 31, 2016
215,000
(a)
86,000
(b)
584,000
(e)
455,000
(b)

_______________

(a)
As reported in the Q4 2016 Fixed Income Release.
(b)
Adjusted to exclude the net increase of 120,000 Inactive
Premises that occurred during the fourth quarter of 2016 and
the 9,000 premises that Virgin Media inadvertently classified
as Connected Premises at December 31, 2016.
(c)
Figure includes (1) the 718,000 Added Premises that we
reported as connected over the life of Project Lightning, as
disclosed in the Q4 2016 Fixed Income Release, and (2)
962,000 additional premises that were added in the following
segments, as reported in the Liberty Global Group Q4 2016
Investor Call Presentation: (i) 590,000 in Central Eastern
Europe, (ii) 219,000 in Germany (including 139,000 upgrades),
(iii) 58,000 in the Netherlands, (iv) 51,000 in Switzerland
Austria and (v) 44,000 in Belgium.
(d)
Figure includes (1) the 465,000 Added Premises that we
reported as connected during 2016 to Project Lightning, as
disclosed in the Q4 2016 Fixed Income Release, and (2)
962,000 additional premises that were added in the following
segments, as reported in the Liberty Global Group Q4 2016
Investor Call Presentation: (i) 590,000 in Central Eastern
Europe, (ii) 219,000 in Germany (including 139,000 upgrades),
(iii) 58,000 in the Netherlands, (iv) 51,000 in Switzerland
Austria and (v) 44,000 in Belgium.
(e)
Calculated as the difference between the Liberty Global
Groups December 31, 2016 year-to-date new homes connected
amount presented above of 1,427,000 and its September 30,
2016 year-to-date new homes connected amount of 843,000, as
reported in the Companys press release dated November 3,
2016, which provided its operating and financial results for
the quarter ended September 30, 2016.
Other than as noted in the above table, no other changes are
required to our reported Added Premises numbers.
In connection with its review, the Company also determined to
change how it presents the penetration rates associated with its
Project Lightning new build program. Previously, these penetration
rates were based on the cumulative number of gross installations
during the periods presented (Install Penetration). We now present
these penetration rates based on the number of active customers at
the end of the respective timeframe presented (Active Customer
Penetration). Notwithstanding the change in methodology, we
continue to believe that our Active Customer Penetration for our
Project Lightning build will reach approximately 40% three years
after the premises are available to be marketed. The following
table presents the penetration rates for the periods that were
disclosed in slide 7 of the Liberty Global Group Q4 2016 Investor
Call Presentation under the following methodologies: (i) previously
reported Install Penetration, (ii) Install Penetration, as adjusted
to remove Inactive Premises, and (iii) Active Customer Penetration:
3 months
6 months
9 months
12 months
15 months
Install Penetration (previously reported presentation
including Inactive Premises in the denominator)
15%
19%
23%
25%
32%
Adjusted Install Penetration (as adjusted to remove
Inactive Premises from the denominator)
16%
20%
24%
25%
32%
Active Customer Penetration (revised presentation
excluding Inactive Premises from the denominator)
16%
19%
22%
23%
27%
The Company has reconsidered the number of premises that it expects
to add to the Liberty Global Groups European networks during 2017,
taking into account the delay in construction of premises in the
U.K. as described above, and now estimates that a total of 1.3
million to 1.4 million new premises will be connected during 2017,
including 700,000 to 800,000 premises to Project Lightning. These
estimates include the completion during the first half of 2017 of
the 142,000 Inactive Premises in the U.K. It should be noted that
any estimate involving new build activity of the magnitude of
Project Lightning and our other new build programs is inherently
difficult to determine and is dependent upon multiple factors
impacting construction. Depending on a variety of factors,
including the financial and operational results of our new build
programs, all or any portion of these programs may be continued,
modified or cancelled at our discretion.
Liberty Global Group’s guidance for rebased operating cash flow
(OCF) growth and adjusted free cash flow, and Liberty Global
Group’s and Virgin Media’s guidance for property and equipment
additions as a percentage of revenue, remain unchanged.
As noted above, no changes will be made to the Companys
consolidated financial statements as a result of the revision to
Virgin Medias Added Premises as the impact of the difference
between the initially reported and the adjusted construction status
of the Inactive Premises is not material. Similarly, the 2016
property and equipment additions presented in the VM Annual Report
have not changed from the amounts presented for Virgin Media in the
Q4 2016 Fixed Income Release.
Virgin Media Announces New Senior Management Position
Virgin Media will appoint Dana Strong as President and Chief
Operating Officer, reporting to Virgin Medias Chief Executive
Officer, Tom Mockridge. Ms. Strongs responsibilities will include
end-to-end responsibility for the consumer business spanning
installations, customer care, product development and marketing.
Ms. Strong has held a variety of previous senior management roles
at Liberty Global and its subsidiaries including Chief
Transformation Officer at Liberty Global and Managing Director, UPC
Ireland.
* * * * * * *
This current report contains forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995,
including statements with respect to our strategies, future growth
prospects and opportunities; our expectations with respect to
rebased OCF, adjusted free cash flow and property and equipment
additions as a percentage of revenue; and our plans and
expectations relating to new build and network extension
opportunities; 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, to manage rapid technological
change or to maintain or increase rates to our subscribers or to
pass through increased costs to our subscribers; the effects of
changes in laws or regulation; general economic factors; our
ability to obtain regulatory approval and satisfy regulatory
conditions associated with acquisitions and dispositions; our
ability to successfully acquire and integrate new businesses and
realize anticipated efficiencies from businesses we acquire; the
availability of attractive
programming for our video services and the costs associated with
such programming; our ability to achieve forecasted financial and
operating targets; the outcome of any pending or threatened
litigation; the ability of our operating companies to access cash
of their respective subsidiaries; the impact of our operating
companies future financial performance, or market conditions
generally, on the availability, terms and deployment of capital;
fluctuations in currency exchange and interest rates; the ability
of suppliers and vendors (including our third-party wireless
network providers under our MVNO arrangements) to timely deliver
quality products, equipment, software, services and access; our
ability to adequately forecast and plan future network requirements
including the costs and benefits associated with network
expansions; and other factors detailed from time to time in our
filings with the Securities and Exchange Commission, including our
most recently filed Form 10-K, as amended on March 28, 2017. These
forward-looking statements speak only as of the date of this
current report. 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.
The press release attached hereto as Exhibit 99.1 is being
furnished to the SEC under both Item 2.02 Results of Operations and
Financial Condition and 7.01 Regulation FD Disclosure of Form 8-K.
The information furnished to this Form 8-K/A (including the exhibit
hereto) shall not be considered filed under the Securities Exchange
Act of 1934, as amended, nor shall it be incorporated by reference
into any of Liberty Globals filings under the Securities Act of
1933, as amended, or under the Securities Exchange Act of 1934, as
amended, unless Liberty Global expressly states in such filing that
such information is to be considered filed or incorporated by
reference therein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No.> Exhibit Name
99.1 Press release dated February 15, 2017, as amended on March
28, 2017

Liberty Global plc (NASDAQ:LBTYA) Recent Trading Information
Liberty Global plc (NASDAQ:LBTYA) closed its last trading session up +0.37 at 35.50 with 2,370,515 shares trading hands.

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