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Liberty Global Reports Q3 & YTD Results


Attachment:

  Liberty Global Reports Q3 & YTD Results

Strong Subscriber Growth of 314,000 in Q3

YTD Combined Rebased Revenue Growth of 4% & OCF Growth of 5%

Combined Adjusted FCF Growth up 24% YTD to $968 Million

Repurchased Nearly $500 million of Equity in Q3

Business Wire

DENVER -- November 5, 2013

Liberty Global plc (“Liberty Global” or the “Company”) (NASDAQ: LBTYA, LBTYB
and LBTYK), today announces financial and operating results for the three
months (“Q3”) and nine months (“YTD”) ended September 30, 2013. Some of the
information below concerning Virgin Media relates to periods prior to our
ownership of the business. Highlights for the 2013 periods as compared to the
same periods for 2012 (unless noted) include:

  * Organic RGU^1 additions of 878,000 YTD, including 314,000 in Q3 2013
  * Combined^2 YTD rebased^3 growth of 4% for revenue and 5% for Operating
    Cash Flow^4
  * Combined Adjusted FCF^5 increased 24% to $968 million YTD, including $208
    million in Q3
  * Share buybacks of nearly $500 million in Q3 and $1.0 billion through
    October 2013

Liberty Global's President and CEO Mike Fries commented, “The third quarter
results that we issued today reflect the first full quarter with Virgin Media
in our consolidated figures. Adjusting to include their results for the full
nine-month period, YTD combined revenue and OCF were $13.1 billion and $5.8
billion, respectively, reflecting rebased revenue growth of 4% and OCF growth
of 5%. Meanwhile, our combined Adjusted Free Cash Flow increased 24% to $968
million for the nine months ended September 30, 2013.”

“These results were driven by the continued appeal of our market-leading
bundles, featuring the most advanced video and broadband services available.
We’ve added over 870,000 subscribers YTD, with Q3 additions of 314,000
representing a 64% sequential increase over our second quarter RGU additions.
In the U.K., penetration of our TiVo product is approaching 50%, while Horizon
TV has been launched in four European markets, most recently in Germany and
Ireland. On the broadband front, we’ve been substantially increasing maximum
download speeds above 200 Mbps in many markets, and at the same time
refocusing the feature bundles in most of our fall campaigns to include
broadband tiers of at least 100 Mbps."

“M&A highlights for Q3 include substantial progress on our Virgin Media
synergy plans, and the recently announced sale of substantially all of
Chellomedia's assets (the "Chellomedia Sale"). With respect to Virgin Media,
we now expect to achieve up to double our initial $180 million estimate of
combined synergies for OCF and capital expenditures once the integration
process is substantially complete. In addition, the Chellomedia Sale is
expected to close in Q1 2014 and the resulting €750 million ($1.0 billion) in
proceeds will provide us with increased flexibility to invest in more
strategic content going forward.”

“Our balance sheet remains strong with long-dated, fixed maturities and $5.5
billion of consolidated liquidity^6 before considering the $1.0 billion of
proceeds to be received from the Chellomedia Sale. With an average long-term
debt tenor of seven years, we have demonstrated strong and reliable access to
the capital markets while lowering the average cost of our debt by 80 basis
points over the last twelve months to 6.7%. We’ve also been actively returning
capital to shareholders through stock buybacks with approximately $1.0 billion
spent this year, including nearly $500 million in Q3 alone. As a result, we
remain on track to complete our two-year target for $3.5 billion of buybacks
by mid-2015.”

Subscriber Statistics

At September 30, 2013, we provided a total of 47.8 million services,
consisting of 21.8 million video, 14.1 million broadband internet and 11.9
million telephony subscriptions, to our 24.5 million unique customers. During
Q3 2013, we increased our total RGUs by 316,000, driven by 314,000 organic
additions and a small acquisition in Switzerland. From a product perspective,
our Q3 organic RGU additions reflect broadband internet and telephony
additions of 214,000 and 153,000 RGUs, respectively, and a loss of 53,000
video subscribers. Of particular note, our broadband internet additions
represented a record third quarter performance and our video RGU attrition was
our best Q3 result since 2007.

In terms of comparative performance, our third quarter RGU additions were
broadly consistent with our Q3 2012 additions of 320,000. However,
sequentially, our Q3 RGU additions increased by 64% as compared to our
reported 191,000 RGU additions for Q2 2013. This sequential growth was driven
by our European operations, particularly our Central and Eastern European
(“CEE”), Belgian and British businesses, as nine out of twelve markets
delivered improved performance.

Geographically, our Q3 RGU additions consisted of 222,000 in Western Europe,
49,000 in CEE and 42,000 in Latin America.^7 For Western Europe, our German
business, led by strength in broadband, delivered 124,000 RGU additions in Q3,
a similar result to our additions in Q2 2013. Our Q3 subscriber gains were
negatively impacted by the loss of approximately 16,000 RGUs related to a
December 2011 loss of a housing contract. Another key contributor to growth in
Western Europe was our Belgian operation. Supported by the launch of
compelling new triple-play bundles, Telenet posted record third quarter RGU
additions of 48,000, which compares favorably to 34,000 in Q3 2012 and 17,000
in Q2 2013.

Two other Western European operations to highlight are the Netherlands and the
U.K. Our Dutch operation generated Q3 RGU additions of 8,000, our best result
in that market since Q2 2012. Our Q3 performance was aided by the September
introduction of enhanced triple-play offers that feature higher broadband
speeds, including a market-leading 120 Mbps in our flagship bundle.

Moving to the U.K., we lost 7,000 RGUs at Virgin Media during Q3 2013, which
compares to a loss of more than 30,000 RGUs in Q2 2013. Despite aggressive
marketing by our competitors during the summer months leading up to the start
of the football season, we maintained reasonable video churn levels. Turning
to broadband internet, we continue to capitalize on our broadband speed
leadership in the U.K. This is reflected in our superfast (30 Mbps or higher)
broadband subscriber base, which expanded by 250,000 RGUs in Q3, bringing
superfast broadband penetration^8 at Virgin Media to almost 70%.

Rounding out our geographic footprint, our CEE operations posted 49,000 RGU
additions, which was flat compared with the prior year and up significantly
compared to 9,000 RGU additions in Q2 2013. The sequential improvement was due
to 29,000 RGU additions in each of Hungary and Romania, mainly driven by the
successful launch of new bundled offers with increased broadband speeds.

Finally, our Latin American businesses generated 42,000 subscriber additions
in Q3, which more than doubled our RGU additions in Q3 2012.

With respect to our next-generation video products, we had an active quarter.
First, we launched Horizon TV in Ireland in mid-August and Germany in
September. Through the end of October 2013, we had more than 365,000 Horizon
TV subscribers in the Netherlands, Switzerland, Ireland and Germany, with each
market accounting for over 200,000, 110,000, 30,000 and 25,000 subscribers,
respectively. Additionally, we ended Q3 with 1.8 million TiVo subscribers in
the U.K., which reflects an increase of 165,000 from June 30, 2013.

On the broadband front, we further differentiated our product offerings by
increasing our broadband speeds in such markets as the Netherlands, Germany,
Ireland, Austria, Hungary and Czech Republic. As a result, most of our twelve
European markets have their core triple-play bundle broadband speed at 100
Mbps or higher, which should enable us to further grow broadband penetration^9
in Europe from our current 31% level.

We had 4.05 million mobile subscribers^10 at September 30, 2013, which was a
decrease of 13,000 from June 30, 2013. During the quarter, our strongest
mobile performer was Telenet, which added 38,000 subscribers. In addition, our
operations in Germany and the U.K. experienced modest quarterly growth of
6,000 and 5,000 subscribers, respectively. Although Virgin Media’s mobile
subscriber base was stable relative to Q2, they improved their customer mix
with over 60% of its mobile base now post-paid. In Chile, we shortened the
period for excluding inactive customers from our prepaid mobile subscriber
count to 30 days, resulting in a decline of 61,000 and bringing Chile's total
mobile subscriber base to 80,000.

Revenue

For the three and nine months ended September 30, 2013, reported revenue
increased 74% to $4.4 billion and 36% to $10.3 billion, respectively, as
compared to the corresponding prior year periods. The principal driver of our
reported growth for each period was the inclusion of Virgin Media following
the June 7^th acquisition date and, to a lesser extent, organic growth and
positive foreign currency ("FX") movements related to the depreciation of the
U.S. dollar against many of our underlying currencies.

Our top-line performance was fueled in part by broadband internet, our fastest
growing product, as we added 846,000 internet RGUs during the last twelve
months. Our revenue growth was also supported by our mobile performance in
markets like Belgium. Adjusting for both the impact of acquisitions and FX, we
achieved year-over-year rebased revenue growth of 3% and 4% for the three- and
nine-month 2013 periods, respectively.

Geographically for Q3, our Belgian operation delivered record Q3 top-line
growth of 12%, supplemented by our Chilean, German and Swiss rebased results
of 7%, 7% and 4%, respectively. Of note, our German growth was negatively
impacted by the non-recognition of public broadcast carriage fees, as compared
to the recognition of approximately $8 million of carriage fees in Q3 2012.
This depressed our German rebased revenue growth by more than one percentage
point in the quarter. Offsetting in part our strong Q3 growth in the
aforementioned markets, we generated 2% rebased revenue growth in the U.K.,
and realized year-over-year declines in CEE and the Netherlands of 1% and 4%,
respectively. Competitive activity continues to be the driving force in these
markets, however, Virgin Media did post a modestly better rebased result on a
year-over-year basis in Q3, as compared to their full-period Q2 rebased
revenue performance of 1%.

Combining Liberty Global for the reported nine-month period and Virgin Media
for the pre-acquisition period, our rebased revenue growth would have been
approximately 4%.

Operating Cash Flow

As compared to the corresponding prior year periods, OCF increased 63% to $2.0
billion and 31% to $4.7 billion for the three and nine months ended September
30, 2013, respectively. Our reported OCF growth reflects the contribution from
Virgin Media, and to a much lesser extent, organic growth and favorable FX
movements. In terms of our rebased OCF growth, which adjusts for acquisitions
and FX, we achieved year-over-year growth for the three- and nine-month 2013
periods of 3% and 4%, respectively.

For Q3 2013, our rebased OCF growth was underpinned by 10% growth in
Switzerland, 9% growth in each of Chile and Germany and 8% in Belgium.
Notably, our Swiss operation, helped by a continued focus on cost containment,
favorable phasing of its marketing spend and a combination of volume and
ARPU^11 growth, generated its best OCF growth since 2008. In addition, our
Chilean business delivered its best third quarter result in three years,
largely on the back of strong advanced service RGU additions and improved
mobile performance.

Similar to revenue, the strong Q3 performance from these four operations was
partially negated by 3% rebased OCF growth in the U.K. and rebased OCF
declines of 7% in CEE and 10% in our Dutch operation. With respect to Virgin
Media, modest rebased OCF growth was due to continued underlying performance
of its core cable business, in part offset by softness in mobile and business.
Turning to the Netherlands, Q3 was difficult from an OCF perspective,
reflecting the continued impact of strong competition on our volume growth
over the last year. However, we did achieve sequential improvements in the
Netherlands' subscriber performance and local currency OCF from Q2 to Q3.

When combining Liberty Global and Virgin Media for the entire nine-month
period, our combined rebased OCF growth would have been 5%, inclusive of
integration costs. Looking toward the fourth quarter, we will face a difficult
comparison with respect to our rebased OCF growth at both Virgin Media and
overall at Liberty Global, as Virgin Media’s strong Q4 2012 OCF performance
was helped by more than £15 million ($24 million) of non-recurring items.

As compared to OCF margins^12 of 49% and 48% for the three and nine months
ended September 30, 2012, we achieved consolidated OCF margins of 46% for each
of the corresponding 2013 periods. The year-over-year margin declines were due
primarily to the inclusion of Virgin Media, which had a 42% OCF margin for the
three- and nine-month 2013 periods, as well as margin compression in our Dutch
and CEE businesses. However, on a positive note, our German and Swiss
operations posted Q3 OCF margins of 61% and 60%, respectively.

Operating Income

Our operating income increased by 3% to $522 million and by 1% to $1.5 billion
for the three and nine months ended September 30, 2013, respectively, as
compared to the corresponding prior year periods. On a comparative basis,
certain impacts of the Virgin Media transaction, including increases in
depreciation and amortization expense, share-based compensation and
impairment, restructuring and other operating items, more than offset OCF
growth and the release of a litigation provision during both the three- and
nine-month 2013 periods.

Net Earnings (Loss) Attributable to Liberty Global Shareholders

For the three and nine months ended September 30, 2013, we reported net losses
attributable to shareholders ("Net Loss") of $830 million or $2.09 per basic
and diluted share and $843 million or $2.66 per basic and diluted share,
respectively. This compares to a Net Loss of $22 million or $0.08 per basic
and diluted share and net earnings attributable to shareholders ("Net
Earnings") of $654 million or $2.43 per basic and diluted share, for the
corresponding three- and nine-month 2012 periods.

For the comparable three-month period, our Net Loss in 2013 is higher largely
as a result of increased losses on derivative instruments, as well as higher
interest and income tax expense. Our Net Earnings for the 2012 nine-month
period are primarily a function of a $924 million gain on the disposition of
our Austar interest in Q2 2012. Excluding this gain, the increase in our Net
Loss during the 2013 nine-month period is largely due to higher interest and
income tax expense, partially offset by realized and unrealized gains due to
changes in fair values of certain investments.

At October 31, 2013, we had 395 million shares outstanding, as compared to 400
million at July 26, 2013.

Property and Equipment Additions & Capital Expenditures

For Q3 2013, we incurred property and equipment additions^13 of $957 million
or 22% of revenue, as compared to $528 million or 21% of revenue for Q3 2012.
For the YTD periods, our property and equipment additions equated to 22% of
revenue for both 2013 and 2012, as we reported $2.2 billion of additions in
the YTD 2013 period and $1.6 billion of additions in the YTD 2012 period. The
absolute increases in our reported property and equipment additions on a
year-over-year basis was primarily due to the inclusion of Virgin Media, which
accounted for $327 million and $420 million of additions for the Q3 and YTD
2013 periods, respectively.

We had capital expenditures^14 of $806 million (18% of revenue) and $1.8
billion (17% of revenue) for the three and nine months ended September 30,
2013, respectively, as compared to $457 million (18% of revenue) and $1.5
billion (19% of revenue) for the corresponding prior year periods. Our capital
expenditures are typically lower than our property and equipment additions, as
we utilize vendor financing and capital lease arrangements to help drive
working capital efficiencies. For the Q3 and YTD 2013 periods, our capital
expenditures reflect the benefit of $208 million and $474 million,
respectively, in vendor financing and capital lease arrangements.

Free Cash Flow & Adjusted Free Cash Flow

In terms of Free Cash Flow,^15 we reported FCF of $193 million for the three
months ended September 30, 2013, which reflects an increase of $256 million
over negative FCF of $63 million for the corresponding prior year period. Our
Adjusted FCF, which excludes costs associated with our Chilean wireless
project and certain costs incurred in connection with the Virgin Media
acquisition as applicable, increased to $208 million for the third quarter of
2013, as compared to a negative $26 million for Q3 2012. For the nine-month
2013 period, we generated FCF and Adjusted FCF of $408 million and $535
million, respectively, which compares favorably to $328 million and $440
million, respectively, for the nine-month 2012 period. The year-over-year
increases in both our FCF and Adjusted FCF for the three- and nine-month 2013
periods are due primarily to the net benefits from vendor financing and
capital lease arrangements and the inclusion of Virgin Media from the date of
acquisition.

If we were to combine the Adjusted FCF of both Liberty Global and Virgin Media
for the full nine-month period, we would have reported combined Adjusted FCF
of $968 million, a 24% increase over the combined figure for the corresponding
prior year period.

Leverage and Liquidity

At September 30, 2013, we had total debt^16 and cash and cash equivalents of
$44.0 billion and $2.2 billion, respectively. These amounts compare to our Q2
2013 debt and cash and cash equivalents position of $41.9 billion and $2.1
billion, respectively. Our increase in debt during the quarter was primarily
due to the translation effect associated with a weakening U.S. dollar relative
to the euro and British pound, and new debt in the amount of €618 million
($836 million) at September 30, 2013 attributable to a collar loan that we
entered into in July 2013 with respect to our increased stake in Ziggo N.V.
("Ziggo").

We actively manage our debt maturity profile and focus our refinancing efforts
on extending maturities. As of September 30, 2013, our debt had an average
duration of approximately seven years and less than 10% of our total debt was
due before 2017. Our fully-swapped borrowing cost^17 was approximately 6.7%,
which was an 80 basis point improvement over Q3 2012. With respect to our
leverage position at Q3 and after excluding $2.4 billion of debt that is
backed by the shares we hold in both Sumitomo Corporation and Ziggo, we had
consolidated gross and net leverage ratios^18 of 5.3x and 5.0x, respectively,
which was consistent with our second quarter levels.

At the end of Q3 2013, our consolidated liquidity position was approximately
$5.5 billion, including aggregate borrowing capacity of $3.3 billion, as
represented by the maximum undrawn commitments under each of our credit
facilities.^19 When the relevant September 30, 2013 compliance reporting
requirements have been completed for our credit facilities and assuming no
changes from quarter-end borrowing levels, we anticipate that our availability
will be limited to $2.4 billion. We expect to close the Chellomedia Sale in
the first quarter of 2014 for cash proceeds of roughly €750 million ($1.0
billion), which would supplement our consolidated liquidity position.

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
impact of certain non-recurring items on our OCF growth rate, the penetration
of our advanced services, increased broadband speeds and acceptance of our
product bundles; our assessment of the strength of our balance sheet, our
liquidity (including as a result of the Chellomedia disposition) and access to
capital markets, including our borrowing availability, potential uses of our
excess capital, including for acquisitions, investments and continued share
buybacks, our ability to continue to do opportunistic refinancings and debt
maturity extensions and the adequacy of our currency and interest rate hedges;
our expectations with respect to the timing and impact of our expanded
roll-out of advanced products and services, including Horizon TV and, in the
U.K., TiVo; our insight and expectations regarding competitive and economic
factors in our markets, statements regarding the disposition of Chellomedia,
including the targeted closing date of the transaction, 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 satisfy regulatory conditions associated with acquisitions and
dispositions, our ability to achieve expected operational efficiencies and
economies of scale, our ability to generate expected revenue and operating
cash flow, control property and equipment additions as measured by percentage
of revenue, achieve assumed margins and control the phasing of our FCF, our
ability to access cash of our subsidiaries and the impact of our future
financial performance and market conditions generally, on the availability,
terms and deployment of capital, fluctuations in currency exchange and
interest rates, the continued creditworthiness of our counterparties, the
ability of vendors and suppliers to timely deliver quality products, as well
as other factors detailed from time to time in our filings with the Securities
and Exchange Commission including the most recently filed 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 million customers
subscribing to 48 million television, broadband internet and telephony
services at September 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.

____________________________________________________

      Please see page 24 for the definition of revenue generating units
      (“RGUs”). Organic figures exclude RGUs of acquired entities at the date
^1    of acquisition, but include the impact of changes in RGUs from the date
      of acquisition. All subscriber/RGU additions or losses refer to net
      organic changes, unless otherwise noted.
       
      Combined rebased growth rates reflect the combination of our and Virgin
      Media's revenue and Operating Cash Flow ("OCF") for the full nine-month
      periods ended September 30, 2013 and September 30, 2012. For additional
^2    information regarding rebased growth calculations, see page 12. For
      information concerning revisions to certain of our previously reported
      rebased growth rates for the three and six months ended June 30, 2013,
      see page 15.
       
^3    Please see page 12 for information on rebased growth.
       
^4    Please see page 16 for our OCF definition and the required
      reconciliation.
       
^5    Please see page 19 for information on combined FCF and combined Adjusted
      FCF.
       
      Consolidated liquidity refers to our consolidated cash and cash
^6    equivalents plus our aggregate unused borrowing capacity, as represented
      by the maximum undrawn commitments under our subsidiaries' applicable
      facilities without regard to covenant compliance calculations.
       
^7    Latin America includes our broadband communications operations in both
      Chile and Puerto Rico.
       
      Superfast broadband penetration is calculated by dividing the number of
^8    superfast broadband internet subscribers by the number of broadband
      internet RGUs.
       
^9    Broadband penetration is calculated by dividing the number of broadband
      internet RGUs by two-way homes passed.
       
      Our mobile subscriber count represents the number of active subscriber
      identification module (“SIM”) cards in service rather than services
      provided. For example, if a mobile subscriber has both a data and voice
      plan on a smartphone this would equate to one mobile subscriber.
      Alternatively, a subscriber who has a voice and data plan for a mobile
^10   handset and a data plan for a laptop (via a dongle) would be counted as
      two mobile subscribers. Customers who do not pay a recurring monthly fee
      are excluded from our mobile telephony subscriber counts after periods
      of inactivity ranging from 30 to 90 days, based on industry standards
      within the respective country. Our September 30, 2013 mobile subscriber
      counts for the U.K. and Chile include 1,180,400 and 36,300 prepaid
      mobile subscribers, respectively.
       
      Average Revenue Per Unit (“ARPU”) refers to the average monthly
      subscription revenue per average customer relationship and is calculated
      by dividing the average monthly subscription revenue (excluding
      installation, late fees, interconnect and mobile services revenue) for
      the indicated period, by the average of the opening and closing balances
      for customer relationships for the period. Customer relationships of
^11   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 ended prior
      to January 1, 2013 have not been restated to reflect the April 1, 2013
      change in our reporting of DSL internet and telephony RGUs in Austria,
      which we no longer include in our ARPU calculations.
       
^12   OCF margin is calculated by dividing OCF by total revenue for the
      applicable period.
       
      Our property and equipment additions include our capital expenditures on
^13   an accrual basis and amounts financed under vendor financing or capital
      lease arrangements.
       
^14   Capital expenditures refer to capital expenditures on a cash basis, as
      reported in our condensed consolidated statements of cash flows.
       
^15   Please see page 18 for information on Free Cash Flow ("FCF") and
      Adjusted Free Cash Flow ("Adjusted FCF") and the
      required reconciliations.
       
^16   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
^17   (excluding capital lease obligations), including the effects of
      derivative instruments, original issue premiums or discounts and
      commitment fees, but excluding the impact of financing costs.
       
      Our gross and net debt ratios are defined as total debt and net debt to
      annualized OCF of the latest quarter. Net debt is defined as total debt
      less cash and cash equivalents. For purposes of these calculations, debt
^18   excludes the loans backed by the shares we hold in Sumitomo Corp. and
      Ziggo and is measured using swapped foreign currency rates, consistent
      with the covenant calculation requirements of our subsidiary debt
      agreements.
       
      The $3.3 billion reflects the aggregate unused borrowing capacity, as
^19   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)
                                                                   
                                                September 30,     December 31,
                                                2013              2012
                                                in millions
ASSETS
Current assets:
Cash and cash equivalents                       $  2,206.5        $ 2,038.9
Trade receivables, net                          1,492.2           1,031.0
Prepaid expenses                                294.2             139.0
Other current assets                            738.6             516.9       
Total current assets                            4,731.5           3,725.8
                                                                   
Restricted cash                                 5.3               1,516.7
Investments                                     3,307.1           950.1
Property and equipment, net                     23,730.5          13,437.6
Goodwill                                        23,565.6          13,877.6
Intangible assets subject to amortization,      6,148.6           2,581.3
net
Other assets, net                               4,507.4           2,218.6     
                                                                   
Total assets                                    $  65,996.0       $ 38,307.7  
                                                                   
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable                                $  1,032.0        $ 774.0
Deferred revenue and advance payments from      1,171.7           849.7
subscribers and others
Current portion of debt and capital lease       854.1             363.5
obligations
Derivative instruments                          675.0             569.9
Accrued interest                                605.7             351.8
Accrued programming                             403.7             251.0
Other accrued and current liabilities           2,317.2           1,460.4     
Total current liabilities                       7,059.4           4,620.3
                                                                   
Long-term debt and capital lease                43,147.6          27,161.0
obligations
Other long-term liabilities                     4,392.3           4,441.3     
Total liabilities                               54,599.3          36,222.6    
                                                                   
Commitments and contingencies
                                                                   
Equity:
Total Liberty Global shareholders               11,898.1          2,210.0
Noncontrolling interests                        (501.4      )     (124.9     )
Total equity                                    11,396.7          2,085.1     
                                                                   
Total liabilities and equity                    $  65,996.0       $ 38,307.7  
                                                                              

                                                   
Liberty Global
plc

Condensed
Consolidated
Statements of
Operations
(unaudited)
                                                     
                      Three months ended            Nine months ended
                      September 30,                 September 30,
                      2013          2012            2013           2012
                      in millions, except per share amounts
                                                                    
Revenue               $ 4,371.2     $ 2,519.1       $ 10,300.8     $ 7,580.6  
                                                                    
Operating costs
and expenses:
Operating (other
than depreciation
and amortization)     1,702.9       859.0           3,901.0        2,644.0
(including
share-based
compensation)
Selling, general
and
administrative        766.0         462.6           1,898.9        1,411.9
(including
share-based
compensation)
Depreciation and      1,390.5       670.3           2,947.9        2,009.7
amortization
Release of
litigation            (146.0    )   —               (146.0     )   —
provision
Impairment,
restructuring and     135.9         18.1            206.5          32.6       
other operating
items, net
                      3,849.3       2,010.0         8,808.3        6,098.2    
Operating income      521.9         509.1           1,492.5        1,482.4    
                                                                    
Non-operating
income (expense):
Interest expense      (630.2    )   (408.6    )     (1,642.7   )   (1,228.8  )
Interest and          62.0          17.8            111.2          38.7
dividend income
Realized and
unrealized losses     (876.3    )   (237.2    )     (685.2     )   (613.9    )
on derivative
instruments, net
Foreign currency
transaction           255.0         150.2           211.6          154.8
gains, net
Realized and
unrealized gains
(losses) due to       78.9          (18.1     )     344.1          (1.3      )
changes in fair
values of certain
investments, net
Losses on debt
modification and      (0.7      )   (13.8     )     (170.7     )   (27.5     )
extinguishment,
net
Gains due to
changes in            —             52.5            —              52.5
ownership
Other income          (3.4      )   3.4             (6.6       )   (0.6      )
(expense), net
                      (1,114.7  )   (453.8    )     (1,838.3   )   (1,626.1  )
Earnings (loss)
from continuing       (592.8    )   55.3            (345.8     )   (143.7    )
operations before
income taxes
Income tax            (228.8    )   (61.1     )     (445.2     )   (106.0    )
expense
Loss from
continuing            (821.6    )   (5.8      )     (791.0     )   (249.7    )
operations
Discontinued
operation:
Earnings from
discontinued          —             —               —              35.5
operation, net of
taxes
Gain on disposal
of discontinued       —             —               —              924.1      
operation, net of
taxes
                      —             —               —              959.6      
Net earnings          (821.6    )   (5.8      )     (791.0     )   709.9
(loss)
Net earnings
attributable to       (8.5      )   (16.6     )     (51.7      )   (55.8     )
noncontrolling
interests
Net earnings
(loss)
attributable to       $ (830.1  )   $ (22.4   )     $ (842.7   )   $ 654.1    
Liberty Global
shareholders
                                                                    
Basic and diluted
earnings (loss)
attributable to
Liberty Global
shareholders per
share:
Continuing            $ (2.09   )   $ (0.08   )     $ (2.66    )   $ (1.06   )
operations
Discontinued          —             —               —              3.49       
operation
                      $ (2.09   )   $ (0.08   )     $ (2.66    )   $ 2.43     
                                                                              

                                                  
Liberty Global plc

Condensed Consolidated Statements of Cash
Flows (unaudited)
                                                    
                                                   Nine months ended
                                                   September 30,
                                                   2013            2012
Cash flows from operating activities:              in millions
Net earnings (loss)                                $ (791.0  )     $ 709.9
Earnings from discontinued operation               —               (959.6    )
Loss from continuing operations                    (791.0    )     (249.7    )
                                                                    
Adjustments to reconcile loss from continuing
operations to net cash provided by operating       3,257.0         2,074.7
activities
Net cash provided by operating activities of       —               61.2       
discontinued operation
Net cash provided by operating activities          2,466.0         1,886.2    
                                                                    
Cash flows from investing activities:
Cash paid in connection with acquisitions, net     (4,069.2  )     (119.2    )
of cash acquired
Investments in and loans to affiliates and         (1,336.4  )     (81.0     )
others
Capital expenditures                               (1,800.2  )     (1,450.7  )
Proceeds received upon disposition of              —               1,055.4
discontinued operation
Other investing activities, net                    (47.4     )     39.6
Net cash used by investing activities of           —               (51.7     )
discontinued operation
Net cash used by investing activities              (7,253.2  )     (607.6    )
                                                                    
Cash flows from financing activities:
Borrowings of debt                                 9,254.6         4,142.2
Repayments and repurchases of debt and capital     (7,823.7  )     (2,595.7  )
lease obligations
Change in cash collateral                          3,593.5         60.5
Decrease in restricted cash related to the         1,539.7         —
Telenet Tender
Repurchase of Liberty Global and LGI shares        (860.7    )     (617.2    )
Net cash received (paid) related to derivative     537.0           (113.1    )
instruments
Distributions by subsidiaries to                   (533.2    )     (325.3    )
noncontrolling interests
Purchase of additional Telenet shares              (457.7    )     —
Payment of financing costs and debt premiums       (356.1    )     (70.6     )
Payment of net settled employee withholding        (51.3     )     (34.1     )
taxes on share-based incentive awards
Other financing activities, net                    50.7            (67.0     )
Net cash provided by financing activities          4,892.8         379.7      
                                                                    
Effect of exchange rate changes on cash:
Continuing operations                              62.0            17.3
Discontinued operation                             —               (9.5      )
Total                                              62.0            7.8        
                                                                    
Net increase in cash and cash equivalents:
Continuing operations                              167.6           1,666.1
Discontinued operation                             —               —          
Net increase in cash and cash equivalents          167.6           1,666.1
                                                                    
Cash and cash equivalents:
Beginning of period                                2,038.9         1,651.2    
End of period                                      $ 2,206.5       $ 3,317.3  
                                                                    
Cash paid for interest:
Continuing operations                              $ 1,498.5       $ 1,147.7
Discontinued operation                             —               29.0       
Total                                              $ 1,498.5       $ 1,176.7  
                                                                    
Net cash paid for taxes — continuing               $ 77.1          $ 8.0      
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 nine months
ended September 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 were made
to our segment presentation, including presenting our Belgium (Telenet)
segment within our European Operations Division. All such changes have been
made retroactively. For additional information, see note 14 to the condensed
consolidated financial statements included in our September 30, 2013 Quarterly
Report on Form 10-Q.

At September 30, 2013, our operating segments in the European Operations
Division provided broadband communications services in 12 European countries
and DTH services to customers in the Czech Republic, Hungary, Romania and
Slovakia through a Luxembourg-based organization that we refer to as “UPC
DTH.” 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
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 nine months ended September 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 nine months ended
September 30, 2012 to the same extent that the revenue and OCF of such
entities are included in our results for the three and nine months ended
September 30, 2013 and (ii) reflect the translation of our rebased amounts for
the three and nine months ended September 30, 2012 at the applicable average
foreign currency exchange rates that were used to translate our results for
the three and nine months ended September 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 September 30, 2012 include Virgin
Media, OneLink and three 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 nine months ended September 30, 2012 include Virgin Media, OneLink
and six small entities. We have reflected the revenue and OCF of the acquired
entities in our 2012 rebased amounts based on what we believe to be the most
reliable information that is currently available to us (generally
pre-acquisition financial statements), as adjusted for the estimated effects
of (i) any significant differences between Generally Accepted Accounting
Principles in the United States ("GAAP") and local generally accepted
accounting principles, (ii) any significant effects of acquisition accounting
adjustments, (iii) any significant differences between our accounting policies
and those of the acquired entities and (iv) other items we deem appropriate.
We do not adjust pre-acquisition periods to eliminate non-recurring items or
to give retroactive effect to any changes in estimates that might be
implemented during post-acquisition periods. As we did not own or operate the
acquired businesses during the pre-acquisition periods, no assurance can be
given that we have identified all adjustments necessary to present the revenue
and OCF of these entities on a basis that is comparable to the corresponding
post-acquisition amounts that are included in our historical results or that
the pre-acquisition financial statements we have relied upon do not contain
undetected errors. The adjustments reflected in our rebased amounts have not
been prepared with a view towards complying with Article 11 of Regulation S-X.
In addition, the rebased growth percentages are not necessarily indicative of
the revenue and OCF that would have occurred if these transactions had
occurred on the dates assumed for purposes of calculating our rebased amounts
or the revenue and OCF that will occur in the future. The rebased growth
percentages have been presented as a basis for assessing growth rates on a
comparable basis,  and are not presented as a measure of our pro forma
financial performance. Therefore, we believe our rebased data is not a
non-GAAP financial measure as contemplated by Regulation G or Item 10 of
Regulation S-K.

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

Revenue          Three months ended              Increase                  Increase
                 September 30,                   (decrease)                (decrease)
                 2013            2012            $               %         Rebased %
                 in millions, except % amounts
European
Operations
Division:
U.K. (Virgin     $ 1,587.4       $ —             $ 1,587.4       N.M.      2.0
Media)
Germany
(Unitymedia      641.3           568.7           72.6            12.8      6.6
KabelBW)
Belgium          545.6           461.0           84.6            18.4      11.9
(Telenet)
The              305.4           300.3           5.1             1.7       (4.0    )
Netherlands
Switzerland      332.1           308.0           24.1            7.8       4.3
Other
Western          223.5           207.9           15.6            7.5       1.6      
Europe
Total
Western          3,635.3         1,845.9         1,789.4         96.9      3.8
Europe
Central and
Eastern          279.1           273.9           5.2             1.9       (1.1    )
Europe
Central and      33.4            29.0            4.4             15.2      *
other
Total
European         3,947.8         2,148.8         1,799.0         83.7      3.5
Operations
Division
Chile (VTR       244.8           241.0           3.8             1.6       6.7
Group)
Corporate        199.8           150.3           49.5            32.9      *
and other
Intersegment     (21.2     )     (21.0     )     (0.2      )     N.M.      *
eliminations
Total            $ 4,371.2       $ 2,519.1       $ 1,852.1       73.5      3.4      
                                                                            
Supplemental
Information:
Total Liberty Global (excluding Virgin Media)                              4.2
                                                                                    

                 Nine months ended                Increase                  Increase
                 September 30,                    (decrease)                (decrease)
                 2013             2012            $               %         Rebased %
                 in millions, except % amounts
European
Operations
Division:
U.K. (Virgin     $ 1,988.7        $ —             $ 1,988.7       N.M.      1.6
Media)(a)
Germany
(Unitymedia      1,884.1          1,695.6         188.5           11.1      8.1
KabelBW)
Belgium          1,616.2          1,404.7         211.5           15.1      12.0
(Telenet)
The              923.4            914.7           8.7             1.0       (1.8    )
Netherlands
Switzerland      982.0            934.3           47.7            5.1       4.5
Other
Western          665.7            628.3           37.4            6.0       3.1      
Europe
Total
Western          8,060.1          5,577.6         2,482.5         44.5      5.1
Europe
Central and
Eastern          848.4            829.8           18.6            2.2       —
Europe
Central and      96.7             86.1            10.6            12.3      *
other
Total
European         9,005.2          6,493.5         2,511.7         38.7      4.7
Operations
Division
Chile (VTR       747.9            692.3           55.6            8.0       7.8
Group)
Corporate        610.5            451.3           159.2           35.3      *
and other
Intersegment     (62.8      )     (56.5     )     (6.3      )     N.M.      *
eliminations
Total            $ 10,300.8       $ 7,580.6       $ 2,720.2       35.9      4.4      
                                                                             
Supplemental
Information:
Total Liberty Global (excluding Virgin Media)                               5.1
Virgin Media (for full period)                                              2.4
Combined (with Virgin Media for full period)                                4.1

* - Omitted; N.M. - Not Meaningful

_______________________________

(a)   Reflects the post-acquisition revenue of Virgin Media from June 8, 2013
      through September 30, 2013
       

                                                                          
Operating        Three months ended              Increase                   Increase
Cash Flow
                 September 30,                   (decrease)                 (decrease)
                 2013            2012            $               %          Rebased %
                 in millions, except % amounts
European
Operations
Division:
U.K. (Virgin     $ 663.0         $ —             $ 663.0         N.M.       2.9
Media)
Germany
(Unitymedia      391.2           340.9           50.3            14.8       8.5
KabelBW)
Belgium          275.4           240.7           34.7            14.4       8.3
(Telenet)
The              176.3           183.7           (7.4      )     (4.0  )    (9.5    )
Netherlands
Switzerland      200.8           176.5           24.3            13.8       9.9
Other
Western          113.8           103.2           10.6            10.3       4.1      
Europe
Total
Western          1,820.5         1,045.0         775.5           74.2       4.3
Europe
Central and
Eastern          131.9           137.7           (5.8      )     (4.2  )    (6.6    )
Europe
Central and      (44.5     )     (36.1     )     (8.4      )     (23.3 )    *
other
Total
European         1,907.9         1,146.6         761.3           66.4       3.2
Operations
Division
Chile (VTR       84.5            81.5            3.0             3.7        9.0
Group)
Corporate        8.6             (3.4      )     12.0            N.M.       *
and other
Total            $ 2,001.0       $ 1,224.7       $ 776.3         63.4       3.4      
                                                                             
Supplemental
Information:
Total Liberty Global (excluding Virgin Media)                               3.6
                                                                             
                 Nine months ended               Increase                   Increase
                 September 30,                   (decrease)                 (decrease)
                 2013            2012            $               %          Rebased %
                 in millions, except % amounts
European
Operations
Division:
U.K. (Virgin     $ 838.3         $ —             $ 838.3         N.M.       2.1
Media)(a)
Germany
(Unitymedia      1,120.6         998.1           122.5           12.3       9.2
KabelBW)
Belgium          792.1           713.4           78.7            11.0       8.1
(Telenet)
The              532.2           545.2           (13.0     )     (2.4  )    (5.1    )
Netherlands
Switzerland      572.2           532.7           39.5            7.4        6.7
Other
Western          324.2           297.7           26.5            8.9        5.9      
Europe
Total
Western          4,179.6         3,087.1         1,092.5         35.4       4.9
Europe
Central and
Eastern          407.6           410.2           (2.6      )     (0.6  )    (2.6    )
Europe
Central and      (144.5    )     (116.1    )     (28.4     )     (24.5 )    *
other
Total
European         4,442.7         3,381.2         1,061.5         31.4       3.7
Operations
Division
Chile (VTR       256.5           232.0           24.5            10.6       10.4
Group)
Corporate        21.1            2.0             19.1            N.M.       *
and other
Total            $ 4,720.3       $ 3,615.2       $ 1,105.1       30.6       3.5      
                                                                             
Supplemental
Information:
Total Liberty Global (excluding Virgin Media)                               3.8
Virgin Media (for full period)                                              6.1
Combined (with Virgin Media for full period)                                4.6
                                                                                     

* - Omitted; N.M. - Not Meaningful

________________________________

(a)   Reflects the post-acquisition OCF of Virgin Media from June 8, 2013
      through September 30, 2013
       

Revised Rebased Growth Rates for Q2 2013

The following table sets forth certain revised rebased growth rates for the
three and six months ended June 30, 2013:

                       Three months ended              Six months ended
                                                      
                       June 30, 2013 (a)               June 30, 2013 (a)
                       Increase (decrease)             Increase (decrease)
                       Rebased %                       Rebased %
                       As previously     As            As             As
                       reported          revised ^     previously     revised
                                         (b)           reported       (b)
Revenue
U.K. (Virgin           (0.7     )        —             (0.7   )       —
Media)
Total Western          5.2               5.3           6.1            6.2
Europe
Total European
Operations             4.7               4.8           5.5            5.6
Division
Total Liberty          4.4               4.5           5.1            5.1
Global
                                                                       
Supplemental
Information:
Virgin Media (for      0.6               1.2           1.9            2.6
full period)
Combined (with
Virgin Media for       3.5               3.7           4.2            4.4
full period)
                                                                       
OCF
U.K. (Virgin           (3.1     )        (1.5   )      (3.1   )       (1.5  )
Media)
Total Western          4.9               5.1           5.3            5.4
Europe
Total European
Operations             3.5               3.8           4.0            4.1
Division
Total Liberty          2.8               3.0           3.4            3.5
Global
                                                                       
Supplemental
Information:
Virgin Media (for      3.8               5.1           6.0            7.7
full period)
Combined (with
Virgin Media for       3.7               4.2           4.6            5.2
full period)

_________________________________

(a)   Represents rebased growth during the three or six months ended June 30,
      2013, as applicable, as compared to the corresponding period in 2012.
       
      The previously reported rebased growth rates have been revised to
(b)   correct certain policy alignment adjustments for installation fees
      received on business-to-business contracts in the U.K.
       

Operating Cash Flow Definition and Reconciliation

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

                                                  
                   Three months ended              Nine months ended
                   September 30,                   September 30,
                   2013            2012            2013            2012
                   in millions
Total segment
operating cash
flow from          $ 2,001.0       $ 1,224.7       $ 4,720.3       $ 3,615.2
continuing
operations
Share-based
compensation       (98.7     )     (27.2     )     (219.4    )     (90.5     )
expense
Depreciation
and                (1,390.5  )     (670.3    )     (2,947.9  )     (2,009.7  )
amortization
Release of
litigation         146.0           —               146.0           —
provision
Impairment,
restructuring
and other          (135.9    )     (18.1     )     (206.5    )     (32.6     )
operating
items, net
Operating          $ 521.9         $ 509.1         $ 1,492.5       $ 1,482.4  
income
                                                                              

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

The following table^1 details the U.S. dollar equivalent balances of our
third-party consolidated debt, capital lease obligations and cash and cash
equivalents at September 30, 2013:

                                   Capital         Debt and         Cash
                                   Lease           Capital          and Cash
                                                   Lease
                  Debt^2           Obligations     Obligations      Equivalents
                  in millions
Liberty
Global and
its               $ 2,515.5        $ 32.4          $ 2,547.9        $  1,225.1
non-operating
subsidiaries
Virgin Media      13,411.1         402.3           13,813.4         555.3
UPC Holding
(excluding        13,137.6         32.1            13,169.7         53.4
VTR Group)
Unitymedia        7,520.3          941.0           8,461.3          146.2
KabelBW
Telenet           4,790.6          441.9           5,232.5          147.6
Liberty           656.4            1.7             658.1            2.1
Puerto Rico
VTR Group^3       117.7            1.0             118.7            50.4
Other
operating         0.1              —               0.1              26.4
subsidiaries
                                                                        
Total Liberty     $ 42,149.3       $ 1,852.4       $ 44,001.7       $  2,206.5
Global
                                                                        

Property and Equipment Additions and Capital Expenditures

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

                       Three months ended          Nine months ended
                       September 30,               September 30,
                       2013          2012          2013            2012
                       in millions, except % amounts
Customer premises      $ 402.7       $ 224.6       $ 854.9         $ 690.9
equipment
Scalable               157.8         78.1          394.0           249.7
infrastructure
Line extensions        86.6          55.4          258.6           182.3
Upgrade/rebuild        126.4         89.4          296.2           265.1
Support capital        181.2         78.0          417.5           241.6
Other, including       2.4           2.7           9.6             6.1        
Chellomedia
Property and
equipment              957.1         528.2         2,230.8         1,635.7
additions
Assets acquired
under
capital-related        (144.4  )     (60.4   )     (366.0    )     (152.3    )
vendor financing
arrangements
Assets acquired
under capital          (63.4   )     (18.5   )     (108.3    )     (45.5     )
leases
Changes in current
liabilities            56.3          7.3           43.7            12.8       
related to capital
expenditures
Capital                $ 805.6       $ 456.6       $ 1,800.2       $ 1,450.7  
expenditures^4
                                                                    
Property and
equipment              21.9    %     21.0    %     21.7      %     21.6      %
additions as % of
revenue
Capital
expenditures as %      18.4    %     18.1    %     17.5      %     19.1      %
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 $118 million of the debt and
   $10 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 financing
^4 or capital lease arrangements. Instead, these expenditures are reflected as
   non-cash additions to our property and equipment when the underlying assets
   are delivered, and as repayments of debt when the related principal is
   repaid.
    

Free Cash Flow and Adjusted Free Cash Flow Definition and Reconciliation

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

                     Three months ended            Nine months ended
                     September 30,                 September 30,
                     2013            2012          2013            2012
                     in millions
Net cash
provided by
operating            $ 1,119.8       $ 431.3       $ 2,466.0       $ 1,825.0
activities of
our continuing
operations
Excess tax
benefits from        1.3             (6.3    )     1.8             3.7
share-based
compensation^5
Cash payments
for direct
acquisition and      14.8            5.1           54.0            19.5
disposition
costs^6
Capital              (805.6    )     (456.6  )     (1,800.2  )     (1,450.7  )
expenditures
Principal
payments on          (98.3     )     (33.2   )     (265.7    )     (59.9     )
vendor financing
obligations
Principal
payments on          (39.5     )     (3.3    )     (47.7     )     (9.4      )
certain capital
leases
FCF                  $ 192.5         $ (63.0 )     $ 408.2         $ 328.2    
FCF                  $ 192.5         $ (63.0 )     $ 408.2         $ 328.2
Virgin Media
acquisition          —               —             32.3            —
adjustments^7
FCF deficit of       15.8            37.2          94.2            111.5      
VTR Wireless
Adjusted FCF         $ 208.3         $ (25.8 )     $ 534.7         $ 439.7    

______________________________________

     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 and dispositions.
      
     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.
      

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

The Liberty Global amounts presented below are on a reported basis, including
Virgin Media for the post-acquisition period from June 8, 2013 to September
30, 2013. The Virgin Media pre-acquisition amounts presented below are on a
reported basis for the period from January 1, 2013 to June 7, 2013 and for the
nine months ended September 30, 2012, as adjusted to conform to the FCF,
Adjusted FCF and OCF definitions of Liberty Global as set forth earlier. The
Virgin Media pre-acquisition amounts have been converted at the average
GBP/USD foreign exchange rate for the pre-acquisition periods in 2013 and 2012
as applicable. The combined Liberty Global/Virgin Media results have not been
prepared with a view towards complying with Article 11 of Regulation S-X. In
addition, the combined Liberty Global/Virgin Media results are not necessarily
indicative of the FCF, Adjusted FCF and OCF that would have occurred if the
Liberty Global/Virgin Media transaction had occurred on the dates assumed for
purposes of calculating the combined results, or the FCF, Adjusted FCF and OCF
that will occur in the future. The below FCF and Adjusted FCF table should be
read in conjunction with the information included in the footnotes to the
tables on page 18.

 
                 Nine months ended                                   Nine months ended
                 September 30, 2013                                  September 30, 2012
                 Liberty         Virgin Media        Combined        Liberty         Virgin          Combined
                 Global          Pre-acquisition                     Global          Media
                 in millions
Net cash
provided by
operating
activities       $ 2,466.0       $   906.1           $ 3,372.1       $ 1,825.0       $ 1,359.0       $ 3,184.0
of our
continuing
operations
Excess tax
benefits
from             1.8             —                   1.8             3.7             —               3.7
share-based
compensation
Cash
payments for
direct
acquisition      54.0            80.0                134.0           19.5            —               19.5
and
disposition
costs
Capital          (1,800.2  )     (483.1      )       (2,283.3  )     (1,450.7  )     (901.8    )     (2,352.5  )
expenditures
Principal
payments on
vendor           (265.7    )     —                   (265.7    )     (59.9     )     —               (59.9     )
financing
obligations
Principal
payments on
certain          (47.7     )     (69.4       )       (117.1    )     (9.4      )     (113.3    )     (122.7    )
capital
leases
FCF              $ 408.2         $   433.6           $ 841.8         $ 328.2         $ 343.9         $ 672.1    
                                                                                                      
FCF              $ 408.2         $   433.6           $ 841.8         $ 328.2         $ 343.9         $ 672.1
Virgin Media
acquisition      32.3            —                   32.3            —               —               —
adjustments
FCF deficit
of VTR           94.2            —                   94.2            111.5           —               111.5      
Wireless
Adjusted FCF     $ 534.7         $   433.6           $ 968.3         $ 439.7         $ 343.9         $ 783.6    
                                                                                                                

                             Nine months ended
                             September 30, 2013
                             Liberty          Virgin Media        Combined
                             Global           Pre-acquisition
                             in millions
                                                                   
Revenue                      $ 10,300.8       $   2,790.1         $ 13,090.9  
                                                                   
OCF                          $ 4,720.3        $   1,126.1         $ 5,846.4
Share-based compensation     (219.4     )     (33.8        )      (253.2     )
Depreciation and             (2,947.9   )     (667.1       )      (3,615.0   )
amortization
Release of litigation        146.0            —                   146.0
provision
Impairment,                  (206.5     )     (78.5        )      (285.0     )
restructuring and other
Operating Income             $ 1,492.5        $   346.7           $ 1,839.2   
                                                                              

ARPU per Customer Relationship

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

                        Three months ended                %        FX Neutral
                        September 30,
                        2013             2012             Change   % Change^11
Liberty Global          $     46.25      $     35.92      28.8 %   23.8    %
Consolidated^9
European Operations     €     33.96      €     27.11      25.3 %   26.2    %
Consolidated^10
U.K. (Virgin Media)     £     48.00      £     —          —        —
Germany (Unitymedia     €     20.44      €     19.04      7.4  %   7.4     %
KabelBW)
Belgium (Telenet)       €     48.36      €     46.55      3.9  %   3.9     %
Other Europe            €     29.13      €     28.71      1.5  %   2.8     %
VTR                     CLP   31,382     CLP   30,854     1.7  %   1.7     %
                                                                            

Mobile Statistics

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

                       ARPU per Mobile Subscriber                           
                       Three months ended                  %        FX Neutral
                       September 30,
                       2013               2012             Change   %
                                                                    Change^11
Liberty Global                                        
Consolidated:^9
Excluding
interconnect           $    20.09         $   19.92        0.9  %   (3.4   )%
revenue
Including
interconnect           $    24.71         $   24.27        1.8  %   (2.5   )%
revenue
                                                      
                       Mobile Subscribers             
                       Sept. 30, 2013     June 30,    
                                          2013
European
Operations:
U.K. (Virgin           3,031,900          3,026,600
Media)
Germany
(Unitymedia            196,900            190,500
KabelBW)
Belgium (Telenet)      712,900            674,900
The Netherlands        4,700              3,500       
Total Western          3,946,400          3,895,500   
Europe
Poland                 19,000             23,300
Hungary                6,100              5,100       
Total CEE              25,100             28,400      
Total European         3,971,500          3,923,900
Operations
VTR Wireless           79,900             140,100     
(Chile)^13
Grand Total            4,051,400          4,064,000   

_____________________

^8    Please see page 8 for information on ARPU.
      The September 30, 2012 amounts do not include the impact of the Virgin
^9    Media acquisition or the November 8, 2012 OneLink transaction in Puerto
      Rico, as applicable.
^10   The September 30, 2012 amount does not include the impact of the Virgin
      Media acquisition.
      The FX neutral change represents the percentage change on a
^11   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 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,
^12   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.
      For the Chilean mobile subscriber count, we shortened the period for
^13   excluding inactive customers from our mobile subscriber count in Chile
      to 30 days, resulting in a 61,000 reduction in prepaid mobile
      subscribers.
       

RGUs, Customers and Bundling

The following table provides information on the breakdown of our RGUs and
customer base and highlights our customer bundling metrics at September 30,
2013, June 30, 2013 and September 30, 2012:^14

                                                                               
                 Sept. 30,        June 30,         Sept. 30,        Q3’13 /     Q3’13 /
                                                                    Q2’13       Q3’12
                 2013             2013             2012             (%          (%
                                                                    Change)     Change)
Total RGUs
Total Video      21,828,400       21,877,900       18,222,600       (0.2 %)     19.8  %
RGUs
Total
Broadband        14,094,600       13,881,600       8,909,300        1.5  %      58.2  %
Internet
RGUs
Total
Telephony        11,924,500       11,772,100       7,003,400        1.3  %      70.3  %
RGUs
Liberty
Global           47,847,500       47,531,600       34,135,300       0.7  %      40.2  %
Consolidated
                                                                                 
Total
Customers
European
Operations       23,009,000       23,019,000       18,325,200       —           25.6  %
Division
VTR              1,193,800        1,182,900        1,129,500        0.9  %      5.7   %
Other            271,000          272,100          124,700          (0.4 %)     117.3 %
Liberty
Global           24,473,800       24,474,000       19,579,400       —           25.0  %
Consolidated
                                                                                 
Total
Single-Play      10,825,000       10,954,400       10,820,100       (1.2 %)     —
Customers
Total
Double-Play      3,924,000        3,981,600        2,962,700        (1.4 %)     32.4  %
Customers
Total
Triple-Play      9,724,800        9,538,000        5,796,600        2.0  %      67.8  %
Customers
                                                                                 
%
Double-Play
Customers
European
Operations       15.7       %     15.9       %     14.8       %     (1.3 %)     6.1   %
Division
VTR              20.8       %     20.9       %     20.5       %     (0.5 %)     1.5   %
Liberty
Global           16.0       %     16.3       %     15.1       %     (1.8 %)     6.0   %
Consolidated
                                                                                 
%
Triple-Play
Customers
European
Operations       39.4       %     38.7       %     28.5       %     1.8  %      38.2  %
Division
VTR              46.7       %     46.5       %     46.7       %     0.4  %      —
Liberty
Global           39.7       %     39.0       %     29.6       %     1.8  %      34.1  %
Consolidated
                                                                                 
RGUs per
Customer
Relationship
European
Operations       1.95             1.93             1.72             1.0  %      13.4  %
Division
VTR              2.14             2.14             2.14             —           —
Liberty
Global           1.96             1.94             1.74             1.0  %      12.6  %
Consolidated

__________________________________

^14   The September 30, 2012 amounts do not include the impact of the Virgin
      Media acquisition and the OneLink transaction in Puerto Rico.
       

                  
                   Consolidated Operating Data — September 30, 2013
                                                                                    Video                                                                                                   
                   Homes          Two-way        Customer            Total          Analog Cable      Digital Cable     DTH               MMDS              Total
                                  Homes                                                                                                                                    Internet          Telephony
                   Passed^(1)                    Relationships^(3)   RGUs^(4)       Subscribers^(5)   Subscribers^(6)   Subscribers^(7)   Subscribers^(8)   Video          Subscribers^(9)   Subscribers^(10)
                                  Passed^(2)
European
Operations
Division:
U.K.               12,531,500     12,531,500     4,892,800           12,230,500     —                 3,753,200         —                 —                 3,753,200      4,336,600         4,140,700
Germany            12,620,900     12,217,300     7,070,900           11,563,000     4,413,500         2,214,300         —                 —                 6,627,800      2,490,700         2,444,500
Belgium            2,887,500      2,887,500      2,093,400           4,564,600      626,800           1,466,600         —                 —                 2,093,400      1,442,100         1,029,100
The                2,833,600      2,820,200      1,655,100           3,682,900      551,800           1,101,500         —                 —                 1,653,300      1,053,600         976,000
Netherlands^(11)
Switzerland^(11)   2,129,000      1,861,700      1,469,700           2,525,100      809,400           621,000           —                 —                 1,430,400      647,400           447,300
Austria            1,321,600      1,305,600      641,200             1,291,000      184,300           341,200           —                 —                 525,500        424,000           341,500
Ireland            860,200        746,100        534,700             1,040,000      54,000            336,700           —                 40,200            430,900        330,000           279,100
Total Western      35,184,300     34,369,900     18,357,800          36,897,100     6,639,800         9,834,500         —                 40,200            16,514,500     10,724,400        9,658,200
Europe
Poland             2,699,800      2,585,100      1,434,500           2,655,400      427,800           823,000           —                 —                 1,250,800      888,400           516,200
Hungary            1,535,800      1,520,400      1,043,400           1,825,000      267,500           361,800           261,600           —                 890,900        506,700           427,400
Romania            2,262,100      2,034,200      1,160,400           1,778,800      380,900           456,600           317,500           —                 1,155,000      360,900           262,900
Czech Republic     1,355,200      1,249,800      727,300             1,188,000      78,000            381,900           105,800           —                 565,700        437,900           184,400
Slovakia           497,700        470,900        285,600             425,600        64,800            129,700           62,200            700               257,400        107,500           60,700
Total CEE          8,350,600      7,860,400      4,651,200           7,872,800      1,219,000         2,153,000         747,100           700               4,119,800      2,301,400         1,451,600
Total Europe       43,534,900     42,230,300     23,009,000          44,769,900     7,858,800         11,987,500        747,100           40,900            20,634,300     13,025,800        11,109,800
                                                                                                                                                                                              
Chile              2,905,600      2,383,700      1,193,800           2,558,500      140,600           844,500           —                 —                 985,100        880,700           692,700
Puerto Rico        704,300        704,300        271,000             519,100        —                 209,000           —                 —                 209,000        188,100           122,000
                                                                                                                                                                                              
Grand Total        47,144,800     45,318,300     24,473,800          47,847,500     7,999,400         13,041,000        747,100           40,900            21,828,400     14,094,600        11,924,500
                                                                                                                                                                                              

                  
                   Subscriber Variance Table - September 30, 2013 vs. June 30, 2013                                                                                                                  
                                                                             Video                                                                                                     
                   Homes        Two-way      Customer            Total       Analog Cable      Digital Cable     DTH               MMDS              Total
                                Homes                                                                                                                                 Internet          Telephony
                   Passed^(1)                Relationships^(3)   RGUs^(4)    Subscribers^(5)   Subscribers^(6)   Subscribers^(7)   Subscribers^(8)   Video            Subscribers^(9)   Subscribers^(10)
                                Passed^(2)
European
Operations
Division:
U.K.               41,300       41,300       13,500              (6,800  )   —                 (12,600    )      —                 —                 (12,600 )        30,200            (24,400     )
Germany            22,600       25,400       3,700               124,300     (46,300     )     24,600            —                 —                 (21,700 )        86,900            59,100
Belgium            6,200        6,200        (4,200      )       44,900      (17,500     )     13,300            —                 —                 (4,200  )        17,400            31,700
The                2,800        3,000        (19,300     )       7,000       (26,300     )     7,500             —                 —                 (18,800 )        11,000            14,800
Netherlands^(11)
Switzerland^(11)   38,100       20,400       4,400               25,100      1,200             4,000             —                 —                 5,200            11,300            8,600
Austria            3,900        3,900        400                 11,500      (2,000      )     400               —                 —                 (1,600  )        5,700             7,400
Ireland            (1,400   )   1,500        (1,000      )       18,400      (2,900      )     1,200             —                 (1,800     )      (3,500  )        8,700             13,200       
Total Western      113,500      101,700      (2,500      )       224,400     (93,800     )     38,400            —                 (1,800     )      (57,200 )        171,200           110,400      
Europe
Poland             15,200       24,200       (15,000     )       (1,600  )   (34,200     )     13,500            —                 —                 (20,700 )        8,400             10,700
Romania            4,400        4,400        6,600               29,300      (9,100      )     11,200            7,700             —                 9,800            7,900             11,600
Hungary            6,800        65,800       6,700               29,100      (15,100     )     13,900            7,900             —                 6,700            11,200            11,200
Czech Republic     5,300        8,200        (4,500      )       (4,500  )   6,300             (7,700     )      1,200             —                 (200    )        (900       )      (3,400      )
Slovakia           1,000        4,400        (1,300      )       (3,100  )   (6,400      )     500               3,800             —                 (2,100  )        —                 (1,000      )
Total CEE          32,700       107,000      (7,500      )       49,200      (58,500     )     31,400            20,600            —                 (6,500  )        26,600            29,100       
Total Europe       146,200      208,700      (10,000     )       273,600     (152,300    )     69,800            20,600            (1,800     )      (63,700 )        197,800           139,500
                                                                                                                                                                                         
Chile              18,200       22,400       10,900              29,000      (7,100      )     19,100            —                 —                 12,000           13,600            3,400
Puerto Rico        100          100          (1,100      )       13,300      —                 2,200             —                 —                 2,200            1,600             9,500        
                                                                                                                                                                                         
Grand Total        164,500      231,200      (200        )       315,900     (159,400    )     91,100            20,600            (1,800     )      (49,500 )        213,000           152,400      
                                                                                                                                                                                         
Organic Change
Summary:
Europe (excl.      41,100       127,100      (26,400     )       105,600     (97,700     )     46,400            20,600            (1,800     )      (32,500 )        64,300            73,800
U.K., DE and BE)
U.K.               8,500        8,500        13,500              (6,800  )   —                 (12,600    )      —                 —                 (12,600 )        30,200            (24,400     )
Germany            22,600       25,400       3,700               124,300     (31,000     )     9,300             —                 —                 (21,700 )        86,900            59,100
Belgium            6,200        6,200        (4,200      )       48,400      (17,500     )     16,800            —                 —                 (700    )        17,400            31,700       
Total Europe       78,400       167,200      (13,400     )       271,500     (146,200    )     59,900            20,600            (1,800     )      (67,500 )        198,800           140,200
Chile              18,200       22,400       10,900              29,000      (7,100      )     19,100            —                 —                 12,000           13,600            3,400
Puerto Rico        100          100          (1,100      )       13,300      —                 2,200             —                 —                 2,200            1,600             9,500        
Total Organic      96,700       189,700      (3,600      )       313,800     (153,300    )     81,200            20,600            (1,800     )      (53,300 )        214,000           153,100      
Change
                                                                                                                                                                                         
Q3 2013
Adjustments:
Acquisition -      11,900       10,800       8,100               8,100       8,100             —                 —                 —                 8,100            —                 —
Switzerland
Disposition -      —            —            (500        )       (800    )   —                 —                 —                 —                 —                (500       )      (300        )
Netherlands
Switzerland        23,100       —            (1,000      )       (1,700  )   —                 (800       )      —                 —                 (800    )        (500       )      (400        )
adjustments
U.K. adjustments   32,800       32,800       —                   —           —                 —                 —                 —                 —                —                 —
Belgium            —            —            —                   (3,500  )   —                 (3,500     )      —                 —                 (3,500  )        —                 —
adjustments
Germany            —            —            —                   —           (15,300     )     15,300            —                 —                 —                —                 —
adjustments
Hungary            —            —            (3,200      )       —           —                 —                 —                 —                 —                —                 —
adjustments
Poland             —            (2,100   )   —                   —           1,100             (1,100     )      —                 —                 —                —                 —            
adjustments
                                                                                                                                                             *Story
Net Adjustments    67,800       41,500       3,400               2,100       (6,100      )     9,900             —                 —                 3,800   too
                                                                                                                                                             large*

[TRUNCATED]
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