Liberty Global Reports Second Quarter 2013 Results

  Liberty Global Reports Second Quarter 2013 Results

Q2 Rebased Revenue & OCF Growth of 4% on a Combined Basis^1

Adjusted Free Cash Flow up 39% to $259 million for Q2

Virgin Media Synergy Targets Rising

Business Wire

DENVER -- August 1, 2013

Liberty Global plc (“Liberty Global,” or the “Company”) (NASDAQ: LBTYA, LBTYB
and LBTYK), today announces financial and operating results for the three
months (“Q2”) and six months (“YTD”) ended June 30, 2013. The results of
operations of Virgin Media Inc. (“Virgin Media”) are included in our results
for the 23 days following our acquisition of Virgin Media on June 7, 2013.
Some of the information below concerning Virgin Media relates to periods prior
to our ownership of the business. Highlights for Q2 2013 as compared to the
same period for 2012 (unless noted) include:

  *Q2 RGU^2 additions of 229,000 (excluding Virgin Media)
  *Combined Q2 rebased^3 growth of 4% for revenue and Operating Cash Flow
    (“OCF”)^4

       *Liberty Global (excluding Virgin Media ) delivered Q2 rebased revenue
         and OCF growth of 5% and 4%, respectively
       *Virgin Media (standalone) realized Q2 rebased revenue growth of 1%
         and rebased OCF growth of 4%

  *Adjusted Free Cash Flow^5 increased 39% to $259 million
  *Share repurchases in excess of $300 million since mid-June 2013

Liberty Global’s President and CEO Mike Fries commented, “The highlight of our
second quarter was the successful acquisition of Virgin Media. This
transaction marks an important milestone in our efforts to consolidate what
remains a very fragmented European cable market. Virgin Media significantly
enhances both the scale of our business and our levered equity growth
strategy.”

“Excluding the 23-day stub period for Virgin Media in Q2, we added roughly
600,000 RGUs on an organic basis in the first half of 2013, including 229,000
RGU additions in the seasonally slower second quarter. This volume growth
helped propel YTD rebased revenue and OCF growth, excluding Virgin Media, of
6% and 4%, respectively. On a standalone basis for the full six months of
2013, Virgin Media generated rebased revenue and OCF growth of 2% and 6%,
respectively, on the strength of its U.K. cable business.”

“We are making significant progress integrating Virgin Media into our European
operations. The core senior management team has been assembled, led by pay-TV
veteran Tom Mockridge, who assumed the CEO role upon closing. Following a
detailed review of our synergy targets and, while it’s still early days, we
are pleased to report that synergies are expected to be significantly higher
than our original estimates.”

“Our balance sheet at June 30, 2013 remains in great shape and geared to drive
equity returns, with over $5.0 billion of consolidated liquidity^6 and net
leverage^7 of 5.0x. Our interest and currency exposures remain substantially
hedged, and the average tenor of our debt exceeds seven years. We remain
committed to our share repurchase program, targeting $3.5 billion of stock
buybacks over the next two years. We believe our valuation is attractive and
equity repurchases will remain a key use of our investable capital.”

Virgin Media Acquisition

On June 7, 2013, we acquired Virgin Media in a stock and cash merger (the
“Virgin Media Acquisition”). In connection with the completion of the Virgin
Media Acquisition, we issued 70.2 million Class A and 52.4 million Class C
ordinary shares to holders of Virgin Media common stock and 141.2 million
Class A, 10.2 million Class B and 105.6 million Class C ordinary shares to
holders of Liberty Global, Inc. (“LGI”) Series A, Series B and Series C common
stock, respectively. For accounting purposes, the Virgin Media Acquisition has
been treated as the acquisition of Virgin Media by Liberty Global (as
successor to LGI). In this regard, the equity and cash consideration paid to
acquire Virgin Media totaled approximately $14.1 billion, including cash
consideration of $4.8 billion.

Unless otherwise noted, the financial and operating metrics presented herein
include Virgin Media from the date of acquisition. For additional information
on Virgin Media, please see their quarterly and annual investor releases and
public filings.

Subscriber Statistics

Across our footprint of 47.0 million homes passed, we provided our 24.5
million unique customers with 47.5 million services at the end of Q2. These
services consisted of 21.9 million video, 13.9 million broadband internet and
11.8 million telephony subscriptions. The year-over-year increase of 41% or
13.7 million RGUs was largely driven by the acquisition of Virgin Media in
June 2013 and by 1.3 million organic RGU additions during the last twelve
months.

At June 30, 2013, 13.5 million customers, or 55% of our customer base,
subscribed to more than one product. Of these, roughly 9.5 million, or 71%,
took a triple-play bundle from us. A principal component of our growth
strategy continues to be the upselling of additional products to our large
pool of 11.0 million single-play and 4.0 million double-play customers.

As compared to 364,000 RGU additions in Q2 2012, we added 191,000 RGUs on an
organic basis in Q2 2013, consisting of RGU gains of 149,000 and 142,000 in
broadband internet and telephony, respectively, and a loss of 100,000 video
RGUs. The year-over-year reduction in subscriber additions was due primarily
to our German, Central and Eastern European (“CEE”) and Dutch operations, as
well as the inclusion of Virgin Media for the 23-day stub period.

Specifically, our German business added 129,000 RGUs in Q2 this year, as
compared to 189,000 in the prior year period, due to lower promotional
activity in the current quarter and a difficult comparison with last year’s
Q2, which benefitted from our “Go-for-Growth” marketing initiative. Following
strong RGU additions over the last several quarters, our CEE operations added
9,000 RGUs in Q2 this year, compared to 64,000 in last year’s Q2. This RGU
difference was due in part to changes in our pricing and promotional
strategies with increasing competition and difficult economic conditions in
most markets.

In the Netherlands, we lost 7,000 RGUs during Q2 2013 versus a gain of 14,000
RGUs in Q2 2012. As we have discussed in recent quarters, the Dutch market
remains highly competitive. However, we have implemented several strategies
designed to improve our competitive positioning, including the unencryption of
our basic digital tier as well as the introduction of new bundles with
significantly faster broadband speeds. In addition, our consolidated results
reflect a loss of 38,000 RGUs during the 23-day stub period for Virgin Media,
as the second quarter (particularly in June) is a seasonally weak period, due
in large part to student churn at the end of the academic year.

Notable performers in the second quarter included our Belgian operation, which
delivered an incremental 14,000 year-over-year increase in RGU additions, and
our Latin American businesses,^8 which increased subscriber additions by 26%
year-over-year to 58,000. Our operations in both Chile and Puerto Rico (which
benefitted from the November 2012 OneLink acquisition) experienced higher
year-over-year subscriber growth.

Across our markets, we are focused on providing superior broadband speeds,
attractively-priced voice products and enriching the video experience for our
customers through Horizon TV and TiVo. In particular, on broadband, we have
raised our top-level broadband speeds such that in each of our European
markets, our fastest downstream speeds are now at least 100 Mbps. In terms of
our core video business, we continue to expand our Horizon TV platform, with
over 270,000 Horizon TV subscribers in the Dutch and Swiss markets as of the
end of July. We will continue to grow our Horizon TV reach with roll-outs
planned for Ireland and Germany in the coming weeks. In addition, we finished
the second quarter with 1.7 million TiVo subscribers in the U.K.

As of June 30, 2013, we had over 4.0 million mobile subscribers, which are
reported separately from our RGU counts. Our mobile subscribers increased by
3.1 million in Q2, due primarily to the acquisition of Virgin Media.
Collectively, in our other operations, we crossed the 1.0 million mobile
subscriber mark in Q2, driven by our Belgian and German operations.

Revenue

Our consolidated revenue increased year-over-year by $637 million to $3.16
billion and $868 million to $5.93 billion for the three and six months ended
June 30, 2013, respectively. As compared to the corresponding 2012 periods,
these results reflect growth of 25% and 17%, respectively. The principal
driver of our reported growth during each period was the inclusion of Virgin
Media, which contributed $401 million for the period from June 8 to June 30,
2013. In addition, revenue growth was driven by a combination of RGU and
mobile volume growth and positive foreign exchange (“FX”) movements.

In terms of rebased revenue growth, which adjusts to neutralize both FX
movements and acquisitions, we reported year-over-year growth of 4% and 5% for
the three and six months ended June 30, 2013, respectively. Geographically,
Western Europe, which accounted for over 75% of our consolidated revenue in
Q2, delivered 5% rebased growth during the quarter. In line with previous
quarters, our CEE operations reported flat rebased revenue growth during Q2,
while outside of Europe, our Chilean operation, posted 9% rebased revenue
growth, its best year-over-year result in over two years.

Turning back to Western Europe, our solid rebased revenue performance was led
by record top-line rebased growth of 13% in our Belgian operation, driven
largely by its successful mobile business. Additionally, our German, Irish and
Swiss businesses delivered rebased revenue growth of 8%, 7% and 4%,
respectively. As we saw in Q1 2013, our German rebased revenue performance was
dampened by the non-recognition of public broadcast carriage fees during the
current quarter, as compared to the recognition of approximately $8 million of
carriage fees in Q2 2012.

Rounding out Western Europe, our British and Dutch businesses contributed
negative rebased revenue growth of 1% and 2%, respectively, during the three
months ended June 30, 2013. Virgin Media’s rebased performance for the 23-day
stub period was impacted in part by a combination of lower business and mobile
revenue. The decline in business revenue was due in part to a challenging
competitive environment and the decrease in mobile revenue was due in part to
lower chargeable usage and regulatory changes to mobile termination rates. For
the full Q2 2013 quarter (including the period in which we did not own Virgin
Media), Virgin Media posted rebased revenue growth of 1%. Finally, our Dutch
business reported modestly lower rebased revenue growth, as compared to its Q1
2013 rebased growth of 1%. Given the lack of recent subscriber growth and the
heightened competitive environment, we expect the second half of 2013 in the
Dutch market to remain challenging.

Overall, assuming the combination of Virgin Media and Liberty Global for the
entire six-month period, rebased revenue growth would have been approximately
4% for both the three- and six-month 2013 periods.

Operating Cash Flow

For the three and six months ended June 30, 2013, our OCF increased 21% to
$1.45 billion and 14% to $2.72 billion, respectively, as compared to the
corresponding prior year periods. Similar to our top-line results, our
reported OCF increased year-over-year primarily as a result of a $175 million
OCF contribution from Virgin Media. In terms of our rebased OCF growth, our
year-over-year growth was 3% for each of the three and six months ended June
30, 2013, respectively.

Geographically in Q2, our European operations generated rebased growth of 4%,
with Western Europe delivering 5% growth, partially offset by a 2% decline in
CEE as well as higher year-over-year central and other costs, reflecting in
part our increased investment in centralization and product development.
Beyond Europe, our Chilean business reported rebased OCF growth of 13%, its
best result in over four years, as it began to positively compare against the
mobile start-up and launch costs in last year’s second quarter.

Underlying our Q2 OCF performance in Western Europe, Ireland, Belgium, Germany
and Switzerland all delivered strong results, achieving rebased OCF growth of
15%, 12%, 9% and 6%, respectively. On the other hand, our British and Dutch
operations brought down our rebased OCF growth. Specifically, Virgin Media’s
contribution during the 23-day stub period was a 3% OCF decline, which was
negatively impacted by a broadband rate appeal settlement that benefitted OCF
during the comparable 23-day period in 2012 by approximately $11 million.
Meanwhile, our Dutch business reported a 6% rebased OCF decline as a result of
revenue pressure and incremental marketing and sales expenses.

Overall, assuming the combination of Virgin Media and Liberty Global for the
entire six-month period, our combined rebased OCF growth for the three- and
six-month periods would have been 4% and 5%. Our combined rebased OCF growth
would have been even higher, if we were to exclude the favorable prior year
one-off of Virgin Media noted above and modest integration costs of
approximately $6 million that have reduced our OCF.

We reported consolidated OCF margins^9 of 46% for each of the three and six
months ended June 30, 2013, as compared to 47% for the corresponding prior
year periods. The modest year-over-year declines were due largely to several
factors including the inclusion of Virgin Media, which had a 44% OCF margin
for the 23-day stub period, OCF margin compression in our Dutch business along
with higher central costs in our pan-European operations.

Operating Income

We reported operating income of $445 million and $971 million for the three
and six months ended June 30, 2013, respectively. As compared to the
corresponding prior year periods, our operating income decreased 7% for the
three-month period and was flat for the six-month period. On a comparative
basis, the impacts of the Virgin Media Acquisition, including increases in
depreciation and amortization expense, share-based compensation and
impairment, restructuring and other operating items, more than offset OCF
growth during the three-month period and largely offset OCF growth during the
six-month period.

Net Loss Attributable to Liberty Global Shareholders

For the three and six months ended June 30, 2013, we reported net losses
attributable to shareholders of $12 million or $0.04 per basic and diluted
share and $13 million or $0.05 per basic and diluted share, respectively. This
compares to net earnings attributable to shareholders of $702 million or $2.60
per basic and diluted share and $677 million or $2.49 per basic and diluted
share, for the corresponding 2012 three- and six-month periods. The results
for both 2012 periods were driven largely by a $924 million gain on the
disposition of our Austar interest in the second quarter of 2012. Excluding
this gain, our results for each of the 2013 periods showed significantly
improved results, as compared to the respective 2012 periods, due largely to
lower non-operating expenses during the 2013 periods. Our basic and diluted
per share calculations utilized weighted average ordinary shares of 293
million and 275 million for the three and six months ended June 30, 2013,
respectively, and 269 million and 271 million for the three and six months
ended June 30, 2012.

At July 26, 2013, we had 400 million shares outstanding, as compared to 257
million at April 30, 2013. The share increase over this period is a result of
the issuance of approximately 123 million shares to Virgin Media shareholders
in satisfaction of the equity portion of the consideration paid in the Virgin
Media Acquisition and the issuance of 23 million shares and cash in exchange
for approximately 95% of the outstanding principal amount of Virgin Media’s
6.50% convertible senior notes.

Property and Equipment Additions & Capital Expenditures

For the three months ended June 30, 2013, we had property and equipment
additions^10 of $738 million (23% of revenue), as compared to $600 million
(24% of revenue) for Q2 2012. Additionally, for the 2013 year-to-date period,
we incurred property and equipment additions of $1.3 billion (21% of revenue),
as compared to property and equipment additions of $1.1 billion (22% of
revenue) for the year-to-date 2012 period. With respect to our property and
equipment additions, the year-over-year decline for both the three- and
six-month periods, measured as a percentage of revenue, was due principally to
lower spend in Germany and Chile, partially offset by increases in our
remaining European operations.

From a cash capital expenditure^11 perspective, we are focused on optimizing
our working capital and improving our capital efficiency. During both the
quarter and year-to-date periods, we increased our use of vendor financing and
capital lease arrangements by $91 million for the three-months and $148
million for the six-months, as compared to the respective 2012 periods. As a
result, we reported capital expenditures of $490 million (16% of revenue) and
$995 million (17% of revenue) for the first three and six months of 2013,
respectively, as compared to $473 million (19% of revenue) and $994 million
(20% of revenue) for the corresponding prior year periods, respectively.

Free Cash Flow & Adjusted Free Cash Flow

For the three months ended June 30, 2013, we increased our reported Free Cash
Flow by 29% to $193 million, as compared to FCF of $149 million for the
corresponding prior year period. Similarly, on an adjusted basis, which
excludes costs associated with our Chilean wireless project and certain
financing costs and withholding taxes paid in connection with the Virgin Media
Acquisition, we increased our year-over-year Adjusted FCF by 39% to $259
million for the second quarter of 2013, as compared to $186 million for Q2
2012.

As highlighted by the table on page 17, Virgin Media reduced our Q2 Adjusted
FCF by $117 million, largely as a result of interest payments and working
capital swings during the 23-day period post-acquisition. However, on a
full-period standalone basis, Virgin Media generated Adjusted FCF of
approximately $146 million and $317 million during the three- and six-month
2013 periods, respectively. Both results reflect strong year-over-year
performance for Virgin Media.

Turning to the 2013 six-month period for Liberty Global, we generated Adjusted
FCF of $326 million, as compared to $466 million for the first half of 2012.
This year-over-year decrease was largely due to the Virgin Media deficit
mentioned above, as well as the expected reversal during Q1 2013 of favorable
working capital movements in Q4 2012.

Leverage and Liquidity

We had total debt^12 of $41.9 billion at June 30, 2013, as compared to $30.7
billion at March 31, 2013. The increase in absolute leverage during the
quarter largely reflects the impact of the Virgin Media Acquisition, including
a full draw down of the term loans under the Virgin Media credit facility, a
€460 million ($598 million) margin loan associated with our opportunistic and
strategic investment in publicly-traded Ziggo, and the issuance of €350
million ($455 million) principal amount of senior secured notes at Unitymedia
KabelBW. In terms of our total debt at quarter-end, over 85% does not come due
until 2018 or beyond, and our fully-swapped borrowing cost^13 was
approximately 6.8%.

With respect to our liquidity position at June 30, 2013, we finished with $2.1
billion in cash and cash equivalents after funding, among other items, the
cash portion of the Virgin Media purchase consideration and our investment in
Ziggo, a portion of which was funded by our aforementioned margin loan.
Through June 30, 2013, our aggregate investment in Ziggo totaled €1.0 billion
($1.3 billion), which equates to ownership of approximately 19.8%. Subsequent
to quarter-end, we entered into a hedging transaction in relation to a portion
of our existing Ziggo shares and in connection with this transaction, we
purchased an additional 17.5 million shares of Ziggo. This brings our
ownership to approximately 28.5% (based on the number of outstanding shares of
Ziggo as of June 30, 2013).

We also repurchased 2.9 million Liberty Global shares during June for $205
million. At June 30, 2013, we had $3.3 billion remaining under our two-year
equity repurchase target. Subsequent to Q2, we have repurchased over $100
million of additional shares.

Our consolidated liquidity position at the end of Q2 2013 was approximately
$5.3 billion, consisting of cash and cash equivalents of $2.1 billion and
aggregate borrowing capacity of $3.1 billion, as represented by the maximum
undrawn commitments under each of our credit facilities.^14 When the relevant
June 30, 2013 compliance reporting requirements have been completed for our
credit facilities and assuming no changes from June 30, 2013 borrowing levels,
we anticipate that our availability will be limited to $1.6 billion.

After giving effect to a full quarter of OCF from Virgin Media and excluding
$1.5 billion of debt that is backed by the shares we hold in both Sumitomo
Corporation and Ziggo, we ended the second quarter with consolidated gross and
net leverage ratios of 5.2x and 5.0x, respectively.

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 2013 prospects,
including our expectations for continued organic growth in subscribers, the
penetration of our advanced services, and our ARPU per customer; 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 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; our insight and
expectations regarding competitive and economic factors in our markets, the
anticipated consequences, synergies 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 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 obtain regulatory approval and satisfy the
conditions necessary to close 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 meet delivery requirements, as well as other factors detailed from
time to time in our filings with the Securities and Exchange Commission
including the most recently filed Forms 10-K/A and 10-Q. 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 24.5 million customers
subscribing to 47.5 million television, broadband internet and telephony
services at June 30, 2013.

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

____________________
        Combined rebased growth rates reflect the combination of our and
        Virgin Media’s revenue and OCF for the full three- and six-month
        periods ended June 30, 2013 and June 30, 2012. Consistent with our
        general methodologies for calculating rebased growth rates, the
        pre-acquisition revenue and OCF reported by Virgin Media during these
^1    periods have been adjusted for the estimated effects of (i)
        significant differences in accounting policies and (ii) significant
        effects of acquisition accounting. In addition, for purposes of
        combined rebased growth rate calculations, we have translated the
        rebased revenue and OCF for the 2012 periods at the applicable average
        exchange rates for the comparative 2013 periods. For additional
        information regarding rebased growth calculations, see page 12.
        
        Please see page 22 for the definition of revenue generating units
        (“RGUs”). Organic figures exclude RGUs of acquired entities at the
^2      date 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.
        
        For purposes of calculating rebased growth rates on a comparable basis
        for all businesses that we owned during 2012 and 2013, we have
        adjusted our historical revenue and OCF for the three and six months
        ended June 30, 2012 to (i) include the pre-acquisition revenue and OCF
^3      of certain entities acquired during 2012 and 2013 in the respective
        2012 rebased amounts to the same extent that the revenue and OCF of
        such entities are included in our 2013 results and (ii) reflect the
        translation of our rebased amounts for the 2012 period at the
        applicable average exchange rates that were used to translate our 2013
        results. Please see page 12 for supplemental information.
        
^4      Please see page 15 for our operating cash flow definition and the
        required reconciliation.
        
        Free Cash Flow (“FCF”) is defined as net cash provided by our
        operating activities, plus (i) excess tax benefits related to the
        exercise of share incentive awards and (ii) cash payments for direct
        acquisition costs, less (a) capital expenditures, as reported in our
        consolidated cash flow statements, (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
^5      duct leases in Germany that we assumed in connection with certain
        acquisitions), with each item excluding any cash provided or used by
        our discontinued operation. We also present Adjusted Free Cash Flow
        (“Adjusted FCF”), which adjusts FCF to eliminate the incremental FCF
        deficit associated with the VTR Wireless mobile initiative and certain
        costs associated with the Virgin Media Acquisition. Please see page 17
        for more information on FCF and Adjusted FCF and the required
        reconciliations.
        
        Consolidated liquidity refers to our consolidated cash and cash
        equivalents plus our aggregate unused borrowing capacity, as
^6      represented by the maximum undrawn commitments under our subsidiaries’
        applicable facilities without regard to covenant compliance
        calculations.
        
        Our gross and net debt ratios are defined as total debt and net debt
        to annualized OCF of the latest quarter, including Virgin Media for
        the full quarter. Net debt is defined as total debt less cash and cash
^7      equivalents. For purposes of these calculations, debt excludes the
        loans backed by the shares we hold in Sumitomo Corp. and Ziggo N.V.
        (“Ziggo”) and is measured using swapped foreign currency rates,
        consistent with the covenant calculation requirements of our
        subsidiary debt agreements.
        
^8      Latin America includes our broadband communications operations in both
        Chile and Puerto Rico.
        
^9      OCF margin is calculated by dividing OCF by total revenue for the
        applicable period.
        
        Our property and equipment additions include our capital expenditures
^10     on an accrual basis and amounts financed under vendor financing or
        capital lease arrangements.
        
^11     Capital expenditures refer to capital expenditures on a cash basis, as
        reported in our condensed consolidated statements of cash flows.
        
^12     Total debt includes capital lease obligations.
        
        Our fully-swapped debt borrowing cost represents the weighted average
        interest rate on our aggregate variable and fixed rate indebtedness
^13     (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 $3.1 billion reflects the aggregate unused borrowing capacity, as
^14     represented by the maximum undrawn commitments under our subsidiaries’
        applicable facilities without regard to covenant compliance
        calculations.
        

Liberty Global plc
Condensed Consolidated Balance Sheets (unaudited)
                                                 
                                                   June 30,      December 31,
                                                   2013           2012
ASSETS                                             in millions
Current assets:
Cash and cash equivalents                          $ 2,125.0      $ 2,038.9
Trade receivables, net                               1,533.8        1,031.0
Other current assets                                1,355.6      655.9    
Total current assets                                 5,014.4        3,725.8
                                                                  
Restricted cash                                      7.0            1,516.7
Investments                                          2,522.4        950.1
Property and equipment, net                          22,779.0       13,437.6
Goodwill                                             22,382.3       13,877.6
Intangible assets subject to amortization, net       6,074.8        2,581.3
Other assets, net                                   4,925.7      2,218.6  
                                                                  
Total assets                                       $ 63,705.6    $ 38,307.7 
                                                                  
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable                                   $ 1,203.0      $ 774.0
Deferred revenue and advance payments from           1,272.2        849.7
subscribers and others
Current portion of debt and capital lease            845.0          363.5
obligations
Derivative instruments                               610.1          569.9
Accrued interest                                     595.5          351.8
Accrued programming                                  357.3          251.0
Other accrued and current liabilities               2,268.2      1,460.4  
Total current liabilities                            7,151.3        4,620.3
                                                                  
Long-term debt and capital lease obligations         41,059.2       27,161.0
Other long-term liabilities                         3,947.7      4,441.3  
Total liabilities                                   52,158.2     36,222.6 
                                                                  
Commitments and contingencies
                                                                  
Equity:
Total Liberty Global shareholders                    12,044.0       2,210.0
Noncontrolling interests                            (496.6   )    (124.9   )
Total equity                                        11,547.4     2,085.1  
                                                                  
Total liabilities and equity                       $ 63,705.6    $ 38,307.7 
                                                                             


Liberty Global plc
Condensed Consolidated Statements of Operations
(unaudited)
                                                
                       Three months ended          Six months ended
                       June 30,                    June 30,
                       2013         2012          2013          2012
                       in millions, except per share amounts
                       
Revenue                $ 3,161.9    $ 2,524.5    $ 5,929.6     $ 5,061.5  
                                                                  
Operating costs and
expenses:
Operating (other
than depreciation
and amortization)        1,171.1       887.3         2,198.1        1,785.0
(including
share-based
compensation)
Selling, general and
administrative
(including               635.0         477.9         1,132.9        949.3
share-based
compensation)
Depreciation and         864.3         668.7         1,557.4        1,339.4
amortization
Impairment,
restructuring and       46.3        11.6        70.6         14.5     
other operating
items, net
                        2,716.7     2,045.5     4,959.0      4,088.2  
Operating income        445.2       479.0       970.6        973.3    
                                                                  
Non-operating income
(expense):
Interest expense         (542.4  )     (402.1  )     (1,012.5 )     (820.2   )
Interest and             35.3          1.9           49.2           20.9
dividend income
Realized and
unrealized gains
(losses) on              (4.7    )     237.4         191.1          (376.7   )
derivative
instruments, net
Foreign currency
transaction gains        91.5          (474.4  )     (43.4    )     4.6
(losses), net
Realized and
unrealized gains
(losses) due to          193.0         (34.1   )     265.2          16.8
changes in fair
values of certain
investments, net
Losses on debt
modification and         (11.7   )     (6.9    )     (170.0   )     (13.7    )
extinguishment, net
Other expense, net      (1.6    )    (3.7    )    (3.2     )    (4.0     )
                        (240.6  )    (681.9  )    (723.6   )    (1,172.3 )
Earnings (loss) from
continuing               204.6         (202.9  )     247.0          (199.0   )
operations before
income taxes
Income tax expense      (195.9  )    (11.8   )    (216.4   )    (44.9    )
Earnings (loss) from
continuing              8.7         (214.7  )    30.6         (243.9   )
operations
Discontinued
operation:
Earnings (loss) from
discontinued             —             (2.6    )     —              35.5
operation, net of
taxes
Gain on disposal of
discontinued            —           924.1       —            924.1    
operation, net of
taxes
                        —           921.5       —            959.6    
Net earnings             8.7           706.8         30.6           715.7
Net earnings
attributable to         (20.3   )    (5.2    )    (43.2    )    (39.2    )
noncontrolling
interests
Net earnings (loss)
attributable to        $ (11.6   )   $ 701.6      $ (12.6    )   $ 676.5    
Liberty Global
shareholders
                                                                  
                                                                  
Basic and diluted
earnings (loss)
attributable to
Liberty Global
shareholders per
share:
Continuing             $ (0.04   )   $ (0.81   )   $ (0.05    )   $ (0.97    )
operations
Discontinued            —           3.41        —            3.46     
operation
                       $ (0.04   )   $ 2.60       $ (0.05    )   $ 2.49     
                                                                             

                                                 
Liberty Global plc
Condensed Consolidated Statements of Cash Flows
(unaudited)
                                                   Six months ended
                                                   June 30,
                                                   2013          2012
Cash flows from operating activities:              in millions
Net earnings                                       $ 30.6         $ 715.7
Earnings from discontinued operation                —            (959.6   )
Earnings (loss) from continuing operations           30.6           (243.9   )
Adjustments to reconcile earnings (loss) from
continuing operations to net cash provided by        1,315.6        1,637.6
operating activities
Net cash provided by operating activities of        —            61.2     
discontinued operation
Net cash provided by operating activities           1,346.2      1,454.9  
                                                                  
Cash flows from investing activities:
Cash paid in connection with acquisitions, net       (4,065.2 )     (48.7    )
of cash acquired
Investment in and loans to affiliates and others     (1,202.7 )     (18.4    )
Capital expenditures                                 (994.6   )     (994.1   )
Proceeds received upon disposition of                —              1,055.6
discontinued operation
Other investing activities, net                      (15.7    )     25.8
Net cash used by investing activities of            —            (51.7    )
discontinued operation
Net cash used by investing activities               (6,278.2 )    (31.5    )
                                                                  
Cash flows from financing activities:
Borrowings of debt                                   8,845.2        1,311.9
Repayments and repurchases of debt and capital       (7,339.3 )     (1,858.5 )
lease obligations
Decrease in restricted cash related to the           3,594.4        —
Virgin Media Acquisition
Decrease in restricted cash related to the           1,539.7        —
Telenet Tender
Distributions by subsidiaries to noncontrolling      (524.4   )     (84.9    )
interests
Purchase of additional Telenet shares                (454.5   )     —
Repurchase of Liberty Global and LGI shares          (346.4   )     (428.1   )
Payment of financing costs and debt premiums         (341.0   )     (29.2    )
Payment of net settled employee withholding          (34.6    )     (28.4    )
taxes on share-based incentive awards
Other financing activities, net                     76.6         (27.2    )
Net cash provided (used) by financing activities    5,015.7      (1,144.4 )
                                                                  
Effect of exchange rate changes on cash:
Continuing operations                                2.4            (11.9    )
Discontinued operation                              —            (9.5     )
Total                                               2.4          (21.4    )
                                                                  
Net increase in cash and cash equivalents:
Continuing operations                                86.1           257.6
Discontinued operation                              —            —        
Net increase in cash and cash equivalents            86.1           257.6
                                                                  
Cash and cash equivalents:
Beginning of period                                 2,038.9      1,651.2  
End of period                                      $ 2,125.0     $ 1,908.8  

Cash paid for interest:
Continuing operations                              $ 886.2        $ 771.3
Discontinued operation                              —            29.0     
Total                                              $ 886.2       $ 800.3    
Net cash paid (refunded) for taxes – continuing    $ 60.8        $ (12.4    )
operations
                                                                  

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 and six months
ended June 30, 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. All of our reportable segments also provide
business-to-business services and certain of our reportable segments provide
mobile services. During the second quarter of 2013, certain changes have been
made to our segment presentation, including presenting our Belgium (Telenet)
segment within our European Operating Division. All such changes have been
made retroactively. For additional information, see note 13 to the condensed
consolidated financial statements included in our June 30, 2013 Quarterly
Report on Form 10-Q.

At June 30, 2013, our operating segments in the European Operations Division
provided broadband communications services in 12 European countries and
direct-to-home satellite (“DTH”) services to customers in the Czech Republic,
Hungary, Romania and Slovakia through a Luxembourg-based organization that we
refer to as “UPC DTH.” Virgin Media and Telenet provide video, broadband
internet, fixed-line telephony and mobile services in the U.K. and Belgium,
respectively. 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, which provides video, broadband internet and
fixed-line telephony services, and VTR Wireless, which provides mobile
services through a combination of its own wireless network and certain
third-party wireless access arrangements. Our corporate and other category
includes (i) less significant consolidated operating segments that provide (a)
broadband communications services in Puerto Rico and (b) programming and other
services primarily in Europe and Latin America and (ii) 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 and six months ended June 30, 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 and six months ended June 30, 2012
to the same extent that the revenue and OCF of such entities are included in
our results for the three and six months ended June 30, 2013 and (ii) reflect
the translation of our rebased amounts for the three and six months ended June
30, 2012 at the applicable average foreign currency exchange rates that were
used to translate our results for the three and six months ended June 30,
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 June
30, 2012 include Virgin Media, OneLink and four 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 six months ended June 30, 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 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:

                   Three months ended          Increase             Increase
Revenue                                                         
                   June 30,                    (decrease)           (decrease)
                   2013         2012          $          %        Rebased %
                   in millions, except % amounts
European
Operations
Division:
United Kingdom     $ 401.3       $ —           $ 401.3     N.M.     (0.7   )
(Virgin Media)
Germany
(Unitymedia          624.6         566.2         58.4      10.3     8.3
KabelBW)
Belgium              534.4         466.2         68.2      14.6     12.5
(Telenet)
The Netherlands      303.2         303.7         (0.5  )   (0.2 )   (2.0   )
Switzerland          323.9         313.0         10.9      3.5      4.1
Other Western       219.6       208.5       11.1     5.3     3.4    
Europe
Total Western        2,407.0       1,857.6       549.4     29.6     5.2
Europe
Central and          281.5         275.0         6.5       2.4      0.2
Eastern Europe
Central and         31.3        28.9        2.4      8.3     *      
other
Total European
Operations           2,719.8       2,161.5       558.3     25.8     4.7
Division
Chile (VTR           252.7         226.8         25.9      11.4     9.0
Group)
Corporate and        210.5         149.0         61.5      41.3     *
other
Intersegment        (21.1   )    (12.8   )    (8.3  )   N.M.    *      
eliminations
Total              $ 3,161.9    $ 2,524.5    $ 637.4    25.2    4.4    
                                                                           
Supplemental
Information:
Total Liberty Global (excluding Virgin Media)                       5.2    
Virgin Media (for full period)                                      0.6    
Combined (with Virgin Media for full period)                        3.5    
                                                                           
                   Six months ended            Increase             Increase

                   June 30,                    (decrease)           (decrease)
                   2013          2012          $           %        Rebased %
                   in millions, except % amounts
European
Operations
Division:
United Kingdom     $ 401.3       $ —           $ 401.3     N.M.     (0.7   )
(Virgin Media)
Germany
(Unitymedia          1,242.8       1,126.9       115.9     10.3     8.9
KabelBW)
Belgium              1,070.6       943.7         126.9     13.4     12.0
(Telenet)
The Netherlands      618.0         614.4         3.6       0.6      (0.7   )
Switzerland          649.9         626.3         23.6      3.8      4.5
Other Western       442.2       420.4       21.8     5.2     3.9    
Europe
Total Western        4,424.8       3,731.7       693.1     18.6     6.1
Europe
Central and          569.3         555.9         13.4      2.4      0.6
Eastern Europe
Central and         63.3        57.1        6.2      10.9    *      
other
Total European
Operations           5,057.4       4,344.7       712.7     16.4     5.5
Division
Chile (VTR           503.1         451.3         51.8      11.5     8.4
Group)
Corporate and        410.7         301.0         109.7     36.4     *
other
Intersegment        (41.6   )    (35.5   )    (6.1  )   N.M.    *      
eliminations
Total              $ 5,929.6    $ 5,061.5    $ 868.1    17.2    5.1    
                                                                           
Supplemental
Information:
Total Liberty Global (excluding Virgin Media)                       5.5    
Virgin Media (for full period)                                      1.9    
Combined (with Virgin Media for full period)                        4.2    

* - Omitted; N.M. - Not Meaningful

                                                                
Operating Cash    Three months ended          Increase              Increase
Flow
                  June 30,                    (decrease)            (decrease)
                  2013         2012          $          %         Rebased %
                  in millions, except % amounts
European
Operations
Division:
United Kingdom    $ 175.3       $ —           $ 175.3     N.M.      (3.1   )
(Virgin Media)
Germany
(Unitymedia         369.4         334.2         35.2      10.5      8.6
KabelBW)
Belgium             269.2         236.9         32.3      13.6      11.5
(Telenet)
The Netherlands     171.1         178.8         (7.7  )   (4.3  )   (5.9   )
Switzerland         189.2         179.2         10.0      5.6       6.1
Other Western      105.6       95.9        9.7      10.1     8.4    
Europe
Total Western       1,279.8       1,025.0       254.8     24.9      4.9
Europe
Central and         135.1         134.9         0.2       0.1       (1.8   )
Eastern Europe
Central and        (54.4   )    (43.0   )    (11.4 )   (26.5 )   *      
other
Total European
Operations          1,360.5       1,116.9       243.6     21.8      3.5
Division
Chile (VTR          86.8          75.3          11.5      15.3      12.8
Group)
Corporate and      2.4         2.7         (0.3  )   N.M.      *      
other
Total             $ 1,449.7    $ 1,194.9    $ 254.8    21.3     2.8    
                                                                           
Supplemental
Information:
Total Liberty Global (excluding Virgin Media)                       3.7    
Virgin Media (for full period)                                      3.8    
Combined (with Virgin Media for full period)                        3.7    
                                                                           
                  Six months ended            Increase              Increase

                  June 30,                    (decrease)            (decrease)
                  2013          2012          $           %         Rebased %
                  in millions, except % amounts
European
Operations
Division:
United Kingdom    $ 175.3       $ —           $ 175.3     N.M.      (3.1   )
(Virgin Media)
Germany
(Unitymedia         729.4         657.2         72.2      11.0      9.6
KabelBW)
Belgium             516.7         472.7         44.0      9.3       8.0
(Telenet)
The Netherlands     355.9         361.5         (5.6  )   (1.5  )   (2.8   )
Switzerland         371.4         356.2         15.2      4.3       5.0
Other Western      210.4       194.5       15.9     8.2      6.9    
Europe
Total Western       2,359.1       2,042.1       317.0     15.5      5.3
Europe
Central and         275.7         272.5         3.2       1.2       (0.6   )
Eastern Europe
Central and        (100.0  )    (80.0   )    (20.0 )   (25.0 )   *      
other
Total European
Operations          2,534.8       2,234.6       300.2     13.4      4.0
Division
Chile (VTR          172.0         150.5         21.5      14.3      11.2
Group)
Corporate and      12.5        5.4         7.1      N.M.      *      
other
Total             $ 2,719.3    $ 2,390.5    $ 328.8    13.8     3.4    
                                                                           
Supplemental
Information:
Total Liberty Global (excluding Virgin Media)                       3.9    
Virgin Media (for full period)                                      6.0    
Combined (with Virgin Media for full period)                        4.6    

* - Omitted; N.M. - Not Meaningful

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
for litigation and impairment, restructuring and other operating items). Other
operating items include (i) gains and losses on the disposition of long-lived
assets, (ii) direct acquisition costs, such as third-party due diligence,
legal and advisory costs, and (iii) 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 GAAP measures because it represents a transparent view
of our recurring operating performance that is unaffected by our capital
structure and allows management to (i) readily view operating trends, (ii)
perform analytical comparisons and benchmarking between segments and (iii)
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          Six months ended
                                                
                       June 30,                    June 30,
                       2013         2012          2013          2012
                       in millions
Total segment
operating cash flow    $ 1,449.7     $ 1,194.9     $ 2,719.3      $ 2,390.5
from continuing
operations
Share-based              (93.9   )     (35.6   )     (120.7   )     (63.3    )
compensation expense
Depreciation and         (864.3  )     (668.7  )     (1,557.4 )     (1,339.4 )
amortization
Impairment,
restructuring and       (46.3   )    (11.6   )    (70.6    )    (14.5    )
other operating
items, net
Operating income       $ 445.2      $ 479.0      $ 970.6       $ 973.3    
                                                                             

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 June 30, 2013:

                                   Capital      Debt and       Cash
                                     Lease         Capital Lease   and Cash
                        Debt^2       Obligations   Obligations     Equivalents
                        in millions
Liberty Global and
its non-operating       $ 1,663.0    $  26.3       $   1,689.3     $  1,421.3
subsidiaries
Virgin Media              13,098.7      370.2          13,468.9       415.8
UPC Holding               12,730.9      30.6           12,761.5       41.6
(excluding VTR Group)
Unitymedia KabelBW        7,281.0       910.7          8,191.7        18.7
Telenet                   4,602.3       422.2          5,024.5        148.3
Liberty Puerto Rico       657.8         0.5            658.3          6.0
VTR Group^3               109.4         0.4            109.8          50.9
Other operating          0.2          —             0.2           22.4
subsidiaries
Total Liberty Global    $ 40,143.3   $  1,760.9    $   41,904.2    $  2,125.0
                                                                      

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      Six months ended
                            June 30,                 June 30,
                            2013        2012        2013         2012
                            in millions, except % amounts
Customer premises           $ 209.4      $ 258.9     $ 452.2       $ 466.3
equipment
Scalable infrastructure       160.8        92.2        236.2         171.6
Line extensions               104.6        62.3        172.0         126.9
Upgrade/rebuild               95.0         91.1        169.8         175.7
Support capital               165.7        93.4        236.3         163.6
Other, including             2.4        2.2       7.2         3.4     
Chellomedia
Property and equipment        737.9        600.1       1,273.7       1,107.5
additions
Assets acquired under
capital-related vendor        (145.5 )     (67.2 )     (221.6  )     (91.9   )
financing arrangements
Assets acquired under         (26.6  )     (14.3 )     (44.9   )     (27.0   )
capital leases
Changes in current
liabilities related to       (75.5  )    (45.8 )    (12.6   )    5.5     
capital expenditures
Total capital               $ 490.3     $ 472.8    $ 994.6      $ 994.1   
expenditures^4
                                                                   
Property and equipment        23.3   %     23.8  %     21.5    %     21.9    %
additions as % of revenue
Capital expenditures as %     15.5   %     18.7  %     16.8    %     19.6    %
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.
^3    Of these amounts, VTR Wireless accounts for $109 million of the debt and
      $11 million of the cash of the VTR Group.
      The capital expenditures that we report in our consolidated cash flow
      statements do not include amounts that are financed under vendor
^4    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 direct acquisition costs, less (a) capital
expenditures, as reported in our consolidated cash flow statements, (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 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 cash flow statements. 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        Six months ended
                                                      
                               June 30,                  June 30,
                               2013        2012         2013         2012
                               in millions
Net cash provided by
operating activities of        $ 788.5      $ 638.9      $ 1,346.2     $ 1,393.7
continuing operations
Excess tax benefits from         (0.8   )     9.5          0.5           10.0
share-based compensation^5
Cash payments for direct         30.7         1.5          39.2          14.4
acquisition costs^6
Capital expenditures             (490.3 )     (472.8 )     (994.6  )     (994.1  )
Principal payments on vendor     (130.4 )     (24.7  )     (167.4  )     (26.7   )
financing obligations
Principal payments on           (5.1   )    (3.1   )    (8.2    )    (6.1    )
certain capital leases
FCF                            $ 192.6     $ 149.3     $ 215.7      $ 391.2   
                                                                       
FCF                            $ 192.6      $ 149.3      $ 215.7       $ 391.2
Virgin Media Acquisition         32.3         —            32.3          —
adjustments^7
FCF deficit of VTR Wireless     34.0       36.9       78.4        74.3    
Adjusted FCF                   $ 258.9     $ 186.2     $ 326.4      $ 465.5   

Virgin Media FCF Using Liberty Global’s Definitions and Reconciliations
                 6/8/13-      4/1/13-      Q1 2013      Q2 2012       Q1 2012
                  6/30/13      6/7/13
                  in millions
Net cash
provided by
(used) by
operating         $ (77.0  )   $ 433.8      $ 472.3      $ 364.8       $ 416.8

activities of
continuing
operations
Cash payments
for direct          0.5          76.7         3.3          —             —
acquisition
costs^6
Capital             (59.3  )     (213.9 )     (269.2 )     (293.3  )     (288.1  )
expenditures
Principal
payments on        (0.7   )    (34.4  )    (35.0  )    (45.7   )    (33.5   )
certain capital
leases
Virgin Media
Consolidated      $ (136.5 )   $ 262.2     $ 171.4     $ 25.8       $ 95.2    
FCF
                                                                       
Pre-acquisition
costs of new
Virgin Media       19.8       —          —          —           —       
capital
structure
Virgin Media
Consolidated      $ (116.7 )   $ 262.2     $ 171.4     $ 25.8       $ 95.2    
Adjusted FCF

____________________
     Excess tax benefits from share-based compensation represent the excess of
     tax deductions over the related financial reporting share-based
^5  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.
^6   Represents costs paid during the period to third parties directly related
     to acquisitions.
     Represents costs associated with the Virgin Media Acquisition consisting
     of (i) cash paid of $19.8 million during the period related to the
^7   pre-acquisition costs of the new Virgin Media capital structure and (ii)
     cash paid of $12.5 million during the period for withholding taxes
     associated with certain intercompany transactions completed in connection
     with the Virgin Media Acquisition.
     

ARPU per Customer Relationship

The following table provides ARPU per customer relationship^8 for the
indicated periods:

                          Three months ended June 30,            FX Neutral
                           2013            2012         % Change   % Change^9
Liberty Global             $     40.74      $   35.97    13.3  %    11.5   %
Consolidated
European Operations        €     29.62      €   26.63    11.2  %    11.6   %
Consolidated
U.K. (Virgin Media)        £     48.66      £   —        —          —
Germany (Unitymedia        €     20.24      €   18.57    9.0   %    9.0    %
KabelBW)
Belgium (Telenet)          €     48.06      €   46.02    4.4   %    4.4    %
Other Europe               €     28.87      €   28.16    2.5   %    3.2    %
VTR                        CLP   31,268     CLP 30,681   1.9   %    1.9    %
                                                                           

Mobile Statistics^10

The following tables provide ARPU per mobile subscriber^11 and mobile
subscribers^12 for the indicated periods:

                        ARPU per Mobile Subscriber
                        Three months ended June 30,               FX Neutral
Liberty Global          2013           2012             % Change   % Change^9
Consolidated :
Excluding interconnect  $  20.30        $    19.03       6.7   %    4.7    %
revenue
Including interconnect  $  26.58        $    22.98       15.7  %    13.5   %
revenue
                                                                    
                        Mobile Subscribers
European Operations:    June 30, 2013   March 31, 2013
U.K. (Virgin Media)        3,026,600         —
Germany (Unitymedia        190,500           152,800
KabelBW)
Belgium (Telenet)          674,900           625,000
The Netherlands           3,500            3,300
Total Western Europe      3,895,500        781,100
Poland                     23,300            27,600
Hungary                   5,100            4,100
Total CEE                 28,400           31,700
Total European             3,923,900         812,800
Operations
                                                                    
VTR (Chile)               140,100          140,600
Grand Total               4,064,000        953,400
                                                                    

____________________
      Our ARPU per customer relationship 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 relationships of
^8   entities acquired during the period are normalized. Unless otherwise
      indicated, ARPU per customer relationship for the European Operations
      and Liberty Global Consolidated are not adjusted for currency impacts.
      ARPU per customer relationship amounts reported for periods 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.
      The FX neutral change represents the percentage change on a
^9    year-over-year basis adjusted for FX impacts and is calculated by
      adjusting the prior year figures to reflect translation at the foreign
      currency rates used to translate the current year amounts.
      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.
^10   Alternatively, a subscriber who has a voice and data plan for a mobile
      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 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,
^11   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.
^12   Our June 30, 2013, mobile subscriber counts for the U.K. and Chile
      include 1,233,500 and 97,000 prepaid mobile subscribers, respectively.
      

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 June 30, 2013,
March 31, 2013 and June 30, 2012:^13

                                                            Q2’13 /   Q2’13 /
              June 30,      March 31,     June 30,      Q1’13    Q2’12
               2013           2013           2012           (%        (%
                                                            Change)   Change)
Total RGUs
Total Video    21,877,900     18,210,300     18,312,100     20.1 %    19.5  %
RGUs
Total
Broadband      13,881,600     9,488,300      8,711,300      46.3 %    59.4  %
Internet
RGUs
Total
Telephony      11,772,100    7,513,300     6,792,200     56.7 %    73.3  %
RGUs
Liberty
Global         47,531,600     35,211,900     33,815,600     35.0 %    40.6  %
Consolidated
                                                                      
Total
Customers
European
Operations     23,019,000     16,198,400     16,214,400     42.1 %    42.0  %
Division
VTR            1,182,900      1,167,900      1,121,100      1.3  %    5.5   %
Other          272,100       273,200       123,600       (0.4 %)   120.1 %
Liberty
Global         24,474,000     17,639,500     17,459,100     38.7 %    40.2  %
Consolidated
                                                                      
Total
Single-Play    10,954,400     10,466,600     11,033,900     4.7  %    (0.7  %)
Customers
Total
Double-Play    3,981,600      3,092,000      2,950,500      28.8 %    34.9  %
Customers
Total
Triple-Play    9,538,000      6,187,100      5,626,900      54.2 %    69.5  %
Customers
                                                                      
%
Double-Play
Customers
European
Operations     15.9       %   13.2       %   12.8       %   20.5 %    24.2  %
Division
VTR            20.9       %   20.8       %   20.3       %   0.5  %    3.0   %
Liberty
Global         16.3       %   17.5       %   16.9       %   (6.9 %)   (3.6  %)
Consolidated
                                                                      
%
Triple-Play
Customers
European
Operations     38.7       %   29.0       %   26.2       %   33.4 %    47.7  %
Division
VTR            46.5       %   46.0       %   47.0       %   1.1  %    (1.1  %)
Liberty
Global         39.0       %   35.1       %   32.2       %   11.1 %    21.1  %
Consolidated
                                                                      
RGUs per
Customer
Relationship
European
Operations     1.93           1.71           1.65           12.9 %    17.0  %
Division
VTR            2.14           2.13           2.14           0.5  %    —
Liberty
Global         1.94           1.78           1.72           9.0  %    12.8  %
Consolidated
                                                                            

____________________
       Both the March 31, 2013 and June 30, 2012 amounts do not include the
^13   impact of the Virgin Media Acquisition and the June 30, 2012 amounts do
       not include the impact of the November 8, 2012 OneLink transaction in
       Puerto Rico.
       

                 
                   Consolidated Operating Data – June 30, 2013
                                                                          Video                                                                               Internet                            Telephony
                   Homes        Two-way      Customer            Total        Analog Cable      Digital Cable     DTH               MMDS              Total        Homes                                Homes
                  Passed^(1)   Homes        Relationships^(3)   RGUs^(4)     Subscribers^(5)  Subscribers^(6)  Subscribers^(7)  Subscribers^(8)  Video        Serviceable^(9)  Subscribers^(10)   Serviceable^(11)  Subscribers^(12)
                                Passed^(2)
European
Operations
Division:
U.K                12,490,200   12,490,200   4,879,300           12,237,300   —                 3,765,800         —                 —                 3,765,800    12,349,600        4,306,400          12,354,100         4,165,100
Germany            12,598,300   12,191,900   7,067,200           11,438,700   4,459,800         2,189,700         —                 —                 6,649,500    12,191,900        2,403,800          12,191,900         2,385,400
Belgium            2,881,300    2,881,300    2,097,600           4,519,700    644,300           1,453,300         —                 —                 2,097,600    2,881,300         1,424,700          2,881,300          997,400
The                2,830,800    2,817,200    1,674,400           3,675,900    578,100           1,094,000         —                 —                 1,672,100    2,830,200         1,042,600          2,827,200          961,200
Netherlands^(13)
Switzerland^(13)   2,090,900    1,841,300    1,465,300           2,500,000    808,200           617,000           —                 —                 1,425,200    2,309,400         636,100            2,309,400          438,700
Austria^(14)       1,317,700    1,301,700    640,800             1,279,500    186,300           340,800           —                 —                 527,100      1,301,700         418,300            1,301,700          334,100
Ireland            861,600      744,600      535,700             1,021,600    56,900            335,500           —                 42,000            434,400      744,600           321,300            729,100            265,900
Total Western      35,070,800   34,268,200   18,360,300          36,672,700   6,733,600         9,796,100         —                 42,000            16,571,700   34,608,700        10,553,200         34,594,700         9,547,800
Europe
Poland             2,684,600    2,560,900    1,449,500           2,657,000    462,000           809,500           —                 —                 1,271,500    2,560,900         880,000            2,553,200          505,500
Hungary            1,531,400    1,516,000    1,036,800           1,795,700    276,600           350,600           253,900           —                 881,100      1,516,000         498,800            1,518,400          415,800
Romania            2,255,300    1,968,400    1,153,700           1,749,700    396,000           442,700           309,600           —                 1,148,300    1,968,400         349,700            1,968,400          251,700
Czech Republic     1,349,900    1,241,600    731,800             1,192,500    71,700            389,600           104,600           —                 565,900      1,241,600         438,800            1,241,400          187,800
Slovakia           496,700      466,500      286,900             428,700      71,200            129,200           58,400            700               259,500      435,900           107,500            434,100            61,700
Total CEE          8,317,900    7,753,400    4,658,700           7,823,600    1,277,500         2,121,600         726,500           700               4,126,300    7,722,800         2,274,800          7,715,500          1,422,500
Total Europe       43,388,700   42,021,600   23,019,000          44,496,300   8,011,100         11,917,700        726,500           42,700            20,698,000   42,331,500        12,828,000         42,310,200         10,970,300
                                                                                                                                                                                                                           
Chile              2,887,400    2,361,300    1,182,900           2,529,500    147,700           825,400           —                 —                 973,100      2,361,300         867,100            2,353,400          689,300
Puerto Rico        704,200      704,200      272,100             505,800      —                 206,800           —                 —                 206,800      704,200           186,500            704,200            112,500
                                                                                                                                                                                                                           
Grand Total        46,980,300   45,087,100   24,474,000          47,531,600   8,158,800         12,949,900        726,500           42,700            21,877,900   45,397,000        13,881,600         45,367,800         11,772,100
                                                                                                                                                                                                                           

                 
                   Subscriber Variance Table – June 30, 2013 vs. March 31, 2013
                                                                                Video                                                                                Internet                            Telephony
                   Homes          Two-way        Customer            Total          Analog Cable      Digital Cable     DTH               MMDS              Total
                                  Homes                                                                                                                               Homes            Subscribers^(10)   Homes             Subscribers^(12)
                   Passed^(1)                    Relationships^(3)   RGUs^(4)       Subscribers^(5)   Subscribers^(6)   Subscribers^(7)   Subscribers^(8)   Video         Serviceable^(9)                      Serviceable^(11)
                                  Passed^(2)                                                                                                                                                                                                       
European
Operations
Division:
U.K                12,490,200     12,490,200     4,879,300           12,237,300     —                 3,765,800         —                 —                 3,765,800     12,349,600        4,306,400          12,354,100         4,165,100
Germany            15,800         17,100         7,900               129,100        (29,600     )     11,900            —                 —                 (17,700   )   17,100            84,700             17,100             62,100
Belgium            6,200          6,200          (8,600       )      16,600         (28,800     )     20,200            —                 —                 (8,600    )   6,200             15,500             6,200              9,700
The                2,700          2,300          (24,700      )      (6,700     )   (29,500     )     4,700             —                 —                 (24,800   )   2,600             6,400              2,400              11,700
Netherlands^(13)
Switzerland^(13)   13,200         5,800          (6,300       )      7,300          (12,000     )     4,000             —                 —                 (8,000    )   6,600             9,300              6,600              6,000
Austria^(14)       2,200          2,200          (88,300      )      (131,200   )   (5,600      )     1,500             —                 —                 (4,100    )   2,200             (74,800      )     2,200              (52,300      )
Ireland            (1,400     )   2,500         (4,600       )      9,000         (3,000      )     (2,900      )     —                (1,900     )      (7,800    )   2,500            5,600             5,200             11,200       
Total Western      12,528,900    12,526,300    4,754,700          12,261,400    (108,500    )     3,805,200        —                (1,900     )      3,694,800    12,386,800       4,353,100         12,393,800        4,213,500    
Europe
Poland             12,400         16,500         (16,600      )      2,100          (32,400     )     12,100            —                 —                 (20,300   )   16,500            5,200              18,400             17,200
Hungary            3,200          4,800          1,300               11,700         (11,600     )     8,200             3,300             —                 (100      )   4,800             5,200              4,800              6,600
Romania            170,000        252,600        (15,900      )      (500       )   (13,300     )     7,600             (10,200    )      —                 (15,900   )   252,600           6,500              314,400            8,900
Czech Republic     3,100          3,200          (8,400       )      (12,400    )   500               (8,100      )     (1,100     )      —                 (8,700    )   3,200             (1,100       )     3,100              (2,600       )
Slovakia           500           700           (700         )      (300       )   (6,500      )     2,900            1,800            —                (1,800    )   1,000            1,200             900               300          
Total CEE          189,200       277,800       (40,300      )      600           (63,300     )     22,700           (6,200     )      —                (46,800   )   278,100          17,000            341,600           30,400       
Total Europe       12,718,100     12,804,100     4,714,400           12,262,000     (171,800    )     3,827,900         (6,200     )      (1,900     )      3,648,000     12,664,900        4,370,100          12,735,400         4,243,900
                                                                                                                                                                                                                                                   
VTR                19,600         23,900         15,000              43,700         (7,300      )     25,500            —                 —                 18,200        23,900            20,600             24,000             4,900
Puerto Rico        1,200         1,200         (1,100       )      14,000        —                1,400            —                —                1,400        1,200            2,600             1,200             10,000       
                                                                                                                                                                                                                                                   
Grand Total        12,738,900    12,829,200    4,728,300          12,319,700    (179,100    )     3,854,800        (6,200     )      (1,900     )      3,667,600    12,690,000       4,393,300         12,760,600        4,258,800    
                                                                                                                                                                                                                                                   
ORGANIC CHANGE
SUMMARY:
Europe (excl.      30,500         58,800         (70,500      )      25,700         (113,400    )     30,000            2,500             (1,900     )      (82,800   )   60,200            43,800             64,300             64,700
U.K., DE and BE)
U.K                5,500          5,500          (22,800      )      (37,800    )   —                 (10,000     )     —                 —                 (10,000   )   6,000             (18,100      )     5,600              (9,700       )
Germany            15,800         17,100         7,900               129,100        (27,500     )     9,800             —                 —                 (17,700   )   17,100            84,700             17,100             62,100
Belgium            6,200         6,200         (8,600       )      16,600        (28,800     )     20,200           —                —                (8,600    )   6,200            15,500            6,200             9,700        
Total Europe       58,000         87,600         (94,000      )      133,600        (169,700    )     50,000            2,500             (1,900     )      (119,100  )   89,500            125,900            93,200             126,800
Chile              19,600         23,900         15,000              43,700         (7,300      )     25,500            —                 —                 18,200        23,900            20,600             24,000             4,900
Puerto Rico        1,200         1,200         (1,100       )      14,000        —                1,400            —                —                1,400        1,200            2,600             1,200             10,000       
Total Organic      78,800        112,700       (80,100      )      191,300       (177,000    )     76,900           2,500            (1,900     )      (99,500   )   114,600          149,100           118,400           141,700      
Change
                                                                                                                                                                                                                                                   
Q2 2013
ADJUSTMENTS:
Virgin Media       12,484,700     12,484,700     4,902,100           12,275,100     —                 3,775,800         —                 —                 3,775,800     12,343,600        4,324,500          12,348,500         4,174,800
Acquisition
Romania            166,900        232,600        (8,700       )      (8,700     )   —                 —                 (8,700     )      —                 (8,700    )   232,600           —                  294,500            —
adjustments
Switzerland        10,000         —              —                   —              —                 —                 —                 —                 —             —                 —                  —                  —
adjustments
Germany            —              —              —                   —              (2,100      )     2,100             —                 —                 —             —                 —                  —                  —
adjustments
Hungary            (1,500     )   (800       )   —                   —              —                 —                 —                 —                 —             (800         )    —                  (800         )     —
adjustments
Austria            —             —             (85,000      )      (138,000   )   —                —                —                —                —            —                (80,300      )     —                 (57,700      )
adjustments^(14)
Net Adjustments    12,660,100    12,716,500    4,808,400          12,128,400    (2,100      )     3,777,900        (8,700     )      —                3,767,100    12,575,400       4,244,200         12,642,200        4,117,100    
                                                                                                                                                                                                                                                   
Net Adds           12,738,900    12,829,200    4,728,300          12,319,700    (179,100    )     3,854,800        (6,200     )      (1,900     )      3,667,600    12,690,000       4,393,300         12,760,600        4,258,800    
(Reductions)
                                                                                                                                                                                                                                                   


Footnotes for Operating Data and Subscriber Variance Tables

       Homes Passed are homes, residential multiple dwelling units or
       commercial units that can be connected to our networks without
       materially extending the distribution plant, except for DTH and
       Multi-channel Multipoint (“microwave”) Distribution System (“MMDS”)
       homes. Our Homes Passed counts are based on census data that can change
(1)   based on either revisions to the data or from new census results. We do
       not count homes passed for DTH. With respect to MMDS, one MMDS customer
       is equal to one Home Passed. Due to the fact that we do not own the
       partner networks (defined below) used in Switzerland and the
       Netherlands (see note 13) we do not report homes passed for
       Switzerland’s and the Netherlands’ partner networks.
       Two-way Homes Passed are Homes Passed by those sections of our networks
(2)    that are technologically capable of providing two-way services,
       including video, internet and telephony services.
       Customer Relationships are the number of customers who receive at least
       one of our video, internet or telephony services that we count as
       Revenue Generating Units (“RGUs”), without regard to which or to how
       many services they subscribe. To the extent that RGU counts include
       equivalent billing unit (“EBU”) adjustments, we reflect corresponding
       adjustments to our Customer Relationship counts. For further
(3)    information regarding our EBU calculation, see Additional General Notes
       to Tables below. Customer Relationships generally are counted on a
       unique premises basis. Accordingly, if an individual receives our
       services in two premises (e.g., a primary home and a vacation home),
       that individual generally will count as two Customer Relationships. We
       exclude mobile customers from Customer Relationships. For Belgium,
       Customer Relationships only include customers who subscribe to an
       analog or digital cable service due to billing system limitations.
       Revenue Generating Unit is separately an Analog Cable Subscriber,
       Digital Cable Subscriber, DTH Subscriber, MMDS Subscriber, Internet
       Subscriber or Telephony Subscriber. A home, residential multiple
       dwelling unit, or commercial unit may contain one or more RGUs. For
       example, if a residential customer in our Austrian system subscribed to
       our digital cable service, telephony service and broadband internet
       service, the customer would constitute three RGUs. Total RGUs is the
       sum of Analog Cable, Digital Cable, DTH, MMDS, Internet and Telephony
       Subscribers. RGUs generally are counted on a unique premises basis such
       that a given premises does not count as more than one RGU for any given
       service. On the other hand, if an individual receives one of our
       services in two premises (e.g. a primary home and a vacation home),
       that individual will count as two RGUs for that service. Each bundled
(4)    cable, internet or telephony service is counted as a separate RGU
       regardless of the nature of any bundling discount or promotion.
       Non-paying subscribers are counted as subscribers during their free
       promotional service period. Some of these subscribers may choose to
       disconnect after their free service period. Services offered without
       charge on a long-term basis (e.g., VIP subscribers, free service to
       employees) generally are not counted as RGUs. We do not include
       subscriptions to mobile services in our externally reported RGU counts.
       In this regard, our June 30, 2013 RGU counts exclude our separately
       reported postpaid and prepaid mobile subscribers in the U.K., Belgium,
       Germany, Chile, Poland, Hungary and the Netherlands of 3,026,600,
       674,900, 190,500, 140,100, 23,300, 5,100 and 3,500, respectively. Our
       mobile subscriber count represents the number of active SIM cards in
       service.
       Analog Cable Subscriber is a home, residential multiple dwelling unit
       or commercial unit that receives our analog cable service over our
       broadband network. Our Analog Cable Subscriber counts also include
       subscribers who may use a purchased set-top box or other means to
       receive our basic digital cable channels without subscribing to any
       services that would require the payment of recurring monthly fees in
(5)    addition to the basic analog service fee (“Basic Digital Cable
       Subscriber”). Our Basic Digital Cable Subscribers are attributable to
       the fact that our basic digital cable channels are not encrypted in
       certain portions of our footprint and the use of purchased digital
       set-top boxes in Belgium. In Europe, we have approximately 368,800
       “lifeline” customers that are counted on a per connection basis,
       representing the least expensive regulated tier of video cable service,
       with only a few channels.
       Digital Cable Subscriber is a home, residential multiple dwelling unit
       or commercial unit that receives our digital cable service over our
       broadband network or through a partner network. We count a subscriber
       with one or more digital converter boxes that receives our digital
       cable service in one premises as just one subscriber. A Digital Cable
       Subscriber is not counted as an Analog Cable Subscriber. As we migrate
(6)    customers from analog to digital cable services, we report a decrease
       in our Analog Cable Subscribers equal to the increase in our Digital
       Cable Subscribers. As discussed in further detail in note 5 above,
       Basic Digital Cable Subscribers are not included in the respective
       Digital Cable Subscriber counts. Subscribers to digital cable services
       provided by our operations in Switzerland and the Netherlands over
       partner networks receive analog cable services from the partner
       networks as opposed to our operations.
       DTH Subscriber is a home, residential multiple dwelling unit or
(7)    commercial unit that receives our video programming broadcast directly
       via a geosynchronous satellite.
(8)    MMDS Subscriber is a home, residential multiple dwelling unit or
       commercial unit that receives our video programming via MMDS.
       Internet Homes Serviceable are Two-way Homes Passed that can be
       connected to our network, or a partner network with which we have a
(9)    service agreement, for the provision of broadband internet services if
       requested by the customer, building owner or housing association, as
       applicable.
       Internet Subscriber is a home, residential multiple dwelling unit or
       commercial unit that receives internet services over our networks, or
       that we service through a partner network. Our Internet Subscribers
       exclude 168,600 asymmetric digital subscriber line (“ADSL”) subscribers
       within our U.K. segment and 78,300 digital subscriber line (“DSL”)
(10)   subscribers within our Austria segment that are not serviced over our
       networks. Our Internet Subscribers do not include customers that
       receive services from dial-up connections. In Switzerland, we offer a 2
       Mbps internet service to our Analog and Digital Cable Subscribers
       without an incremental recurring fee. Our Internet Subscribers in
       Switzerland include 20,200 subscribers who have requested and received
       a modem that enables the receipt of this 2 Mbps internet service.

Footnotes for Operating Data and Subscriber Variance Tables (Continued)

       Telephony Homes Serviceable are Two-way Homes Passed that can be
(11)   connected to our network, or a partner network with which we have a
       service agreement, for the provision of telephony services if requested
       by the customer, building owner or housing association, as applicable.
       Telephony Subscriber is a home, residential multiple dwelling unit or
       commercial unit that receives voice services over our networks, or that
(12)   we service through a partner network. Telephony Subscribers exclude
       mobile telephony subscribers. Our Telephony Subscribers exclude 114,100
       and 56,500 subscribers within our segments in the U.K. and Austria,
       respectively, that are not serviced over our networks.
       Pursuant to service agreements, Switzerland and, to a much lesser
       extent, the Netherlands offer digital cable, broadband internet and
       telephony services over networks owned by third-party cable operators
       (“partner networks”). A partner network RGU is only recognized if there
       is a direct billing relationship with the customer. Homes serviceable
       for partner networks represent the estimated number of homes that are
       technologically capable of receiving the applicable service within the
       geographic regions covered by the applicable service agreements. These
(13)   estimates may change in future periods as more accurate information
       becomes available. At June 30, 2013, Switzerland’s partner networks
       account for 129,400 Customer Relationships, 250,600 RGUs, 93,400
       Digital Cable Subscribers, 468,100 Internet and Telephony Homes
       Serviceable, 91,500 Internet Subscribers, and 65,700 Telephony
       Subscribers. In addition, partner networks account for 439,300 of
       Switzerland’s digital cable homes serviceable that are not included in
       Homes Passed or Two-way Homes Passed in our June 30, 2013 subscriber
       table.
       In connection with the Virgin Media Acquisition, we began excluding,
       effective April 1, 2013, our DSL internet RGUs and DSL telephony RGUs
(14)   in Austria from our Internet Subscriber and Telephony Subscriber
       counts, consistent with how we are treating similar DSL subscribers of
       our U.K. segment.
       

Additional General Notes to Tables:

All of our broadband communications subsidiaries provide telephony, broadband
internet, data, video or other business-to-business (“B2B”) services. Certain
of our B2B revenue is derived from small or home office (“SOHO”) subscribers
that pay a premium price to receive enhanced service levels along with video,
internet or telephony services that are the same or similar to the mass
marketed products offered to our residential subscribers. All mass marketed
products provided to SOHOs, whether or not accompanied by enhanced service
levels and/or premium prices, are included in the respective RGU and customer
counts of our broadband communications operations, with only those services
provided at premium prices considered to be “SOHO RGUs” or “SOHO customers.”
With the exception of our B2B SOHO subscribers, we generally do not count
customers of B2B services as customers or RGUs for external reporting
purposes.

Certain of our residential and commercial RGUs are counted on an EBU basis,
including residential multiple dwelling units and commercial establishments,
such as bars, hotels and hospitals, in Chile and Puerto Rico and certain
commercial establishments in Europe (with the exception of Germany and
Belgium, where we do not count any RGUs on an EBU basis).Our EBUs are
generally calculated by dividing the bulk price charged to accounts in an area
by the most prevalent price charged to non-bulk residential customers in that
market for the comparable tier of service. As such, we may experience
variances in our EBU counts solely as a result of changes in rates. In
Germany, homes passed reflect the footprint, and two-way homes passed and
internet and telephony homes serviceable reflect the technological capability,
of our network up to the street cabinet, with drops from the street cabinet to
the building generally added, and in-home wiring generally upgraded, on an as
needed or success-based basis. In Belgium, Telenet leases a portion of its
network under a long-term capital lease arrangement. These tables include
operating statistics for Telenet’s owned and leased networks.

While we take appropriate steps to ensure that subscriber statistics are
presented on a consistent and accurate basis at any given balance sheet date,
the variability from country to country in (i) the nature and pricing of
products and services, (ii) the distribution platform, (iii) billing systems,
(iv) bad debt collection experience and (v) other factors add complexity to
the subscriber counting process. We periodically review our subscriber
counting policies and underlying systems to improve the accuracy and
consistency of the data reported on a prospective basis. Accordingly, we may
from time to time make appropriate adjustments to our subscriber statistics
based on those reviews.

Subscriber information for acquired entities is preliminary and subject to
adjustment until we have completed our review of such information and
determined that it is presented in accordance with our policies.

Contact:

Liberty Global
Investor Relations:
Christopher Noyes +1 303 220 6693
Oskar Nooij +1 303 220 4218
John Rea +1 303 220 4238
or
Corporate Communications:
Marcus Smith +44 20 7190 6374
Bert Holtkamp +31 20 778 9800
Hanne Wolf +1 303 220 6678
 
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