Edgar Filing: LIBERTY MEDIA INTERNATIONAL INC

Filed by UnitedGlobalCom, Inc. pursuant to

Rule 425 under the Securities Act of 1933

Subject Company: UnitedGlobalCom, Inc.

Commission File No. 000-49658

Subject Company: Liberty Media International, Inc.

Commission File No. 000-50671

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UnitedGlobalCom, Inc.

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Fiscal Year End 2004

Investor Call

March 14, 2005

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“Safe Harbor”

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Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995:

Forward Looking Statements: Except for historical information contained herein, this press release contains forward-looking statements, including guidance given for 2005. The statements about the Company’s proposed merger with Liberty Media International (“LMI”) and the proposed VTR/Metrópolis combination are also forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. 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 our ability to complete the proposed merger with LMI by obtaining the approval of holders of a majority of the aggregate voting power of our shares not beneficially owned by LMI, Liberty Media Corporation (“Liberty”) or any of their respective subsidiaries or any of the executive officers of directors of LMI, Liberty or the Company and satisfaction of other conditions necessary to close the merger, satisfaction of the conditions necessary to complete the proposed VTR/Metrópolis combination, continued use by subscribers and potential subscribers of the Company’s services, changes in the technology and competition, our ability to achieve expected operational efficiencies and economies of scale, our ability to generate expected revenue and achieve assumed margins including, to the extent annualized figures imply forward-looking projections, continued performance comparable with the period annualized, as well as other factors detailed from time to time in the Company’s filings with the Securities and Exchange Commission. These forward-looking statements speak only as of the date of this release. The Company expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any guidance and other forward-looking statement contained herein to reflect any change in the Company’s expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.

Please refer to the Appendix at the end of this presentation, as well as the Company’s Press Release dated March 14, 2005 and SEC filings, for definitions of the following terms which are used herein including: Operating Cash Flow (OCF), Free Cash Flow, Revenue Generating Units (RGUs), and Average Revenue per Unit (ARPU), as well as a GAAP reconciliation of non-GAAP financial measures.

March 14, 2005

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Additional Information

UnitedGlobalCom, Inc. (“UGC”) and Liberty Media International, Inc. (“LMI”) have filed a preliminary Joint Proxy Statement relating to their proposed merger as well as a related Schedule 13E-3. Liberty Global, Inc. (“Liberty Global”) plans to shortly file a Registration Statement on Form S-4 which will contain a Prospectus/Joint Proxy Statement with respect to the proposed merger. UGC AND LMI STOCKHOLDERS AND OTHER INVESTORS ARE URGED TO READ THESE DOCUMENTS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS WHEN AVAILABLE) BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE TRANSACTION. Investors may obtain these documents free of charge at the SEC’s website at www.sec.gov. In addition, copies of the Prospectus/Joint Proxy Statement and other related documents filed by the parties to the merger may be obtained free of charge by directing a request to UnitedGlobalCom, Inc., 4643 South Ulster Street, Suite 1300, Denver, Colorado 80237, Attention: Investor Relations Department, telephone: 303-770-4001.

Participants in Solicitation

UGC and its directors and executive officers may be deemed to be participants in the solicitation of proxies from UGC’s stockholders in connection with the special meeting of stockholders to be held to approve the merger with LMI through the formation of a new holding company to be named Liberty Global. Information concerning UGC’s directors and executive officers and their direct and indirect interests in UGC and LMI is set forth in UGC’s and LMI’s preliminary Joint Proxy Statement filed with the SEC on February 14, 2005. A definitive proxy statement will be mailed to UGC stockholders when available. Stockholders may obtain these documents (when available) free of charge at the SEC’s website at www.sec.gov. In addition, copies of the definitive Prospectus/Joint Proxy Statement (when available) may be obtained free of charge by directing a request to UnitedGlobalCom, Inc., 4643 South Ulster Street, Suite 1300, Denver, Colorado 80237, Attention: Investor Relations Department, telephone: 303-770-4001. UGC STOCKHOLDERS SHOULD READ THE PROSPECTUS/JOINT PROXY STATEMENT AND OTHER RELEVANT DOCUMENTS CAREFULLY BEFORE MAKING ANY VOTING DECISION BECAUSE IT CONTAINS IMPORTANT INFORMATION.

Agenda

• 2004 Highlights

• Summary of Results

• Strategic & Product Update

• 2005 Guidance

• Q&A

2004 Highlights

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• Guidance targets achieved or exceeded

• Significant increase in RGU growth

• Unprecedented new product activity

• Improvement in networks and systems

• Disciplined approach to M&A

• Organizational structure simplified

• Balance sheet strengthened

• External factors (e.g. competition, regulatory) evolved as expected

2004 Results

	Guidance			Result

Net Adds (RGUs)(1)	500,000			552,800
Revenue Growth (organic)(1)	10		%	10.5		%
OCF Growth (organic)(1)	20		%+	20		%(2)
OCF Result (millions)	$	850	m	$	879	m
Capex% of Revenue	20		%	19		%
Average FX Rate ($/€)	1.20			1.24

(1) For RGU Net Adds, Revenue Growth and OCF Growth, figures are “organic” and exclude acquisitions (e.g. Noos) and the impact of f/x rates as applicable. See appendix for detailed calculations.

(2) Organic OCF growth was 24% excluding approximately $22 million fourth quarter costs associated with the MovieCo contract termination and settlement.

Track Record of Growth

2000	7.9m RGUs (1)	Net Adds (2)

	[CHART]	[CHART]

2004	11.6m RGUs

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• 2.1m advanced service RGUs added since 2000

• 4-fold increase in data subscribers since 2000

• 75% increase in net adds over 2003

• Telephony & digital growth accelerating

(1) Excludes the RGUs for certain businesses that are currently not consolidated but were as of 2000 (e.g., Austar, UPC Poland DTH and UPC Germany, etc.)

(2) Excludes the impact of acquisitions which closed during 2004, Noos (July ‘04), Chorus (Dec ‘04), as well as two other minor acquisitions in Austria (Oct ‘04) and Romania (Dec ‘04).

Revenue(1)

[CHART]

• 24% CAGR in $’s

• 10%+ organic growth last 2 yrs

• 4% sequential growth Q3 to Q4

OCF(1)

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• Best in class organic growth

• Over $1 billion Q4 annualized(2)

• Strong FCF

(1) For Revenues and OCF, represents amount as reported and includes the impact of disposed, deconsolidated, closed and/or acquired businesses for each period as highlighted in yellow (e.g., Austar and UPC Poland DTH were deconsolidated in 2001 and Noos and Chorus were acquired during 2004). Please refer to Appendix for a reconciliation of OCF with Net income (loss).

(2) Excludes approximately $22 million of fourth quarter costs associated with MovieCo contract termination and settlement. See Appendix for details.

Agenda

• 2004 Highlights

• Summary of Results

• Strategic & Product Update

• 2005 Guidance

• Q&A

RGU Results

	Actual at Dec 31, ‘04	Organic Net Additions
	Actual at Dec 31, ‘04	Q4 ‘04	FY ‘04
RGUs by Product
Internet	1,187,500	92,500	264,800
Telephone	803,000	42,000	70,200
DTH	249,600	35,800	52,700
Digital	239,600	16,500	100,900
Analog Cable (1)	7,213,200	67,400	64,200
Acquisitions (2)	1,963,100	—	—
Total RGUs	11,656,000	254,200	552,800

RGUs by Region
Europe	8,651,600	218,500	436,700
Chile	1,009,300	35,600	115,300
Other	32,000	100	800
Acquisitions (2)	1,963,100	—	—
Total RGUs	11,656,000	254,200	552,800

(1) Includes MMDS subscribers.

(2) Represents the acquisitions which closed during 2004, Noos (July ’04), Chorus (Dec ’04), as well as two other minor acquisitions in Austria (Oct ’04) and Romania (Dec ’04).

“RGUs” - Please see Appendix for definition.

Financial Results

(In US$ Millions)	FYE 2004			FYE 2003			Yr/Yr %

Revenue	$	2,525		$	1,892		34	%
Operating Expenses	1,646			1,263			30	%
Operating Cash Flow	$	879		$	629		40	%
% Margin	34.8		%	33.2		%	160	Bps
Capital Expenditures	$	480		$	333		44	%
Capex (% of Rev.)	19.0		%	17.6		%	—
Free Cash Flow	$	219		$	59		271	%

“Operating Cash Flow” - Please see Appendix for a definition and reconciliation with net income (loss).

“Free Cash Flow” – Please see Appendix for a definition and additional information.

Revenue Detail

	FYE		FYE		Yr/Yr		Organic
(In US$ Millions)	2004		2003		%		Growth (3)

Western Europe (1)	$	1,384	$	1,168	18	%	8.3	%

C & E Europe	466		360		30	%	18.5	%

UPC Broadband	1,850		1,528		21	%	10.7	%

chello & Other (2)	132		126		5	%	2.5	%

Total Europe	$	1,982	$	1,654	20	%	9.6	%

Chile & Other	311		238		31	%	16.6	%

Noos & Chorus	233		—		n.a.		—

Total UGC	$	2,525	$	1,892	34	%	10.5	%

(1) Excludes Noos and Chorus which were acquired in July and December 2004, respectively (included in separate line below).

(2) Other includes chellomedia, intercompany eliminations and corporate and other.

(3) The organic growth figures presented are based on what the growth would have been had exchange rates remained the same in FYE 2004 as FYE 2003. For Total UGC excludes impact of acquisitions (Noos and Chorus). Please see Appendix for detailed calculations.

OCF Detail (1)

	FYE			FYE			Yr/Yr		Organic
(In US$ Millions)	2004			2003			%		Growth (4)

Western Europe (2)	$	573		$	451		27	%	16.5	%

C & E Europe	182			132			38	%	27.8	%

UPC Broadband	755			583			30	%	19.0	%

Other (3)	(31		)	(10		)	210	%	193.0	%

Total Europe	$	724		$	573		26	%	16.1	%

Chile & Other	102			56			82	%	60.2	%

Noos & Chorus	53			—			n.a.		n.a.

Total UGC	$	879		$	629		40	%	20.0	%

(1) “Operating Cash Flow” - Please see Appendix for a definition and reconciliation with net income (loss), as well as a more detailed summary of OCF by segment.

(2) Excludes Noos and Chorus which were acquired in July and December 2004, respectively (included in separate line below).

(3) Other includes chellomedia and corporate and other.

(4) The organic growth figures presented are based on what the growth would have been had exchange rates remained the same in FYE 2004 as FYE 2003 and exclude Noos and Chorus. Please see Appendix for detailed calculations.

Operating Efficiency

Annual percentage change in Revenue, Opex and SG&A(1)

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(1) All calculated on an organic basis, excluding acquisitions and FX movements.

Capital Expenditures

Decline in annual capex spend, and as a percentage of revenue

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(1) Excludes capital expenditures of approximately $53 million related to acquisitions (Noos and Chorus).

Leverage & Liquidity

	Pro Forma(4)			As of			As of
(US$’s millions)	Dec-04			Dec-04			Dec-03

Total Debt	$	4,987		$	4,987		$	4,352

Total Cash	1,051			1,122			338

Net Debt	$	3,936		$	3,866		$	4,014

*Net Debt / LQA OCF (1)*	3.8		x	4.0		x	5.4		x

Additional Liquidity
Bank Revolver (2)	$	1,342		$	909		$	551
Marketable Securities (3)	562			562			469
Total	1,904			1,471			1,020

Total Liquidity	$	2,955		$	2,593		$	1,357

(1) Represents net debt / Operating Cash Flow annualized for the three months ended as of the date indicated. See Appendix for details.

(2) Represents the availability of Tranche A under European credit facility for FYE ’03 and ’04. Pro forma amount represents the availability of Tranches A & I (Euro 1 billion) per partial refinancing of the facility in March 2005 based on current spot rate of US$1.342 per Euro.

(3) Market values of SBS and Austar as of March 9, 2005.

(4) Pro forma for costs associated with the MovieCo contract termination and settlement in Q4 of approximately $22mm, as well as a reduction in cash of $71mm related to payment of all accrued expenses.

Bank Financing(1)

	January ‘04	Today

Average Spread	437 bps	262 bps

Repayments to 2010 (2)	€2.4b	€0

Average Maturity	3.2 yrs	6.0 yrs

Covenant Headroom	10%	20%+
	(amortizes below <3x)	(no amortization <4x)

Acquisition Flexibility	Limited	Unlimited
		(up to 4.0x leverage)

Revolver Capacity	€667m	€1,000m

(1) All facts and figures relate to our European Credit Facility

(2) Repayments based on required amortizations (excluding Tranche A, the revolver) prior to the partial refinancing in March 2005.

Agenda

• 2004 Highlights

• Summary of Results

• Strategic & Product Update

• 2005 Guidance

• Q&A

European Product Strategy

Digital Home

Video	Voice	Data
Content Leadership	Price Leadership	Product Leadership
*“Best Content –*	*“Beat on Price –*	*“Meet on Price –*
*Go Digital”*	*More Features”*	*Beat on Speed”*

Mobile	Off Footprint
4 – Play	National Coverage
*“Take your home*	*“Compete head-to-*
*with you”*	*head w/Telcos”*

VoIP Update

• Over 100,000 sales since Q4 launch

• 58,000 net adds with 20,000+ backlog

• Aggressive roll-out schedule for Europe

Weekly VoIP Sales in The Netherlands

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Data Update

• Increasing speeds on core products

• Bundling with VoIP

• 265,000 net adds in 2004 – momentum continues

• ARPU approximately $40

Monthly Data Sales in Europe

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Recent Developments

• Closed Telenet, Chorus, Telemach, and Zone Vision acquisitions

• Completed €3.0 billion partial refinancing of European credit facility

• Favorable Supreme Court ruling in Chile re: merger of VTR and Metropolis Intercom

• Merger agreement between UGC and LMI

2004 M&A Activity

Deal	Country	RGUs (000’s)	Indicative Multiple (1)		Rationale

Noos	France	1,700	7.3	x	Consolidation

Telemach	Slovenia	110	8.2	x	New market

Chorus	Ireland	200	6.9	x	New market

Telenet	Belgium	2,500	7.8	x	Strategic

Content Investments: Zone Vision; Canal+

(1) Please refer to our prior press releases for further details on the valuations of these transactions.

UGC / LMI Merger

• Announced January 18, 2005

• Proxy filed February 14, 2005

• Expected to close mid to late 2^nd quarter

Liberty Global		Rationale

		Scale

[GRAPHIC]	[GRAPHIC]	Simplicity

[GRAPHIC]	[GRAPHIC]	Liquidity

[GRAPHIC]	[GRAPHIC]	Growth

Agenda

• 2004 Highlights

• Summary of Results

• Strategic & Product Update

• 2005 Guidance

• Q&A

2005 Highlights

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• Accelerating subscriber growth driven by aggressive VoIP deployments and continued strong demand for broadband Internet

• Double-digit revenue growth primarily driven by volume increase

• Strong OCF growth but flat margins due to full year of Noos’ results and lower margin content businesses

• Higher capital spending to support unit growth, CEE upgrade, and key product initiatives

• Free cash flow positive in 2005 although growth limited due to capex increase

2005 Guidance

	2004 Actual(2)		2005 Guidance
Net Adds (U.S. method)(1)	599,000		800,000

Net Adds (new method)(1)	479,000		600,000

Revenue Growth	34	%	20	%

OCF Growth	40	%	20	%

Capex% of Revenue	19	%	20-22	%

Average FX Rate ($/€)	1.24		1.24

(1) RGU net gain counts a digital video subscriber as one digital RGU and one analog RGU. The “new method” eliminates this double count whereby a digital subscriber is no longer also included in the analog count.

(2) RGU Net Gain for 2004 includes subscribers added at Noos.

Conclusion

• Solid 2004 results across the board

• 4^th quarter momentum continued into 2005

• Aggressive 2005 game plan and guidance

• Focus on operating efficiency and capital discipline

• Exploit strategic opportunities wisely

• Premier broadband cable investment

UnitedGlobalCom, Inc.

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Fiscal Year End 2004

Investor Call

March 14, 2005

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Appendix

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Operating Cash Flow Definition

Operating Cash Flow is the primary measure used by our chief operating decision makers to evaluate segment operating performance and to decide how to allocate resources to segments. As we use the term, Operating Cash Flow is defined as revenue less operating, selling, general and administrative expenses (excluding depreciation and amortization, impairment of long-lived assets, restructuring charges and other and stock-based compensation). We believe Operating Cash Flow is meaningful because it provides investors a means to evaluate the operating performance of our segments and our company on an ongoing basis using criteria that is used by our internal decision makers. Our internal decision makers believe Operating Cash Flow is a meaningful measure and is superior to other available GAAP measures because it represents a transparent view of our recurring operating performance and allows management to readily view operating trends, perform analytical comparisons and benchmarking between segments in the different countries in which we operate and identify strategies to improve operating performance. For example, our internal decision makers believe that the inclusion of impairment and restructuring charges within Operating Cash Flow distorts their ability to efficiently assess and view the core operating trends in our segments. In addition, our internal decision makers believe our measure of Operating Cash Flow is important because analysts and investors use it to compare our performance to other companies in our industry. We reconcile the total of the reportable segments’ Operating Cash Flow to our consolidated net income as presented in our consolidated statements of operations, because we believe consolidated net income is the most directly comparable financial measure to total segment operating performance. Investors should view Operating Cash Flow as a supplement to, and not a substitute for, operating income, net income, cash flow from operating activities and other GAAP measures of income as a measure of operating performance.

March 14, 2005

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Other Definitions

• Revenue Generating Unit (“RGU”) is separately an Analog Cable Subscriber, Digital Cable Subscriber, DTH Subscriber, MMDS Subscriber, Internet Subscriber or Telephony Subscriber. A home may contain one or more RGUs. For example, if a residential customer in our Austrian system subscribed to our analog cable service, digital cable service, telephony service and high-speed broadband Internet access service, the customer would constitute four RGUs. “Total RGUs” is the sum of Analog, Digital Cable, DTH, MMDS, Internet and Telephony Subscribers. In some cases, non-paying subscribers are counted as subscribers during their free promotional service period. Some of these subscribers choose to disconnect after their free service period.

• Average Revenue Per Unit (“ARPU”) is calculated as follows: average monthly broadband revenue for the period as indicated, divided by the average of the opening and closing RGUs for the period.

Non-GAAP Reconciliations

Reconciliation of Operating Cash Flow to Net Income (Loss) (1)

(thousands)	3 months Dec-04			3 months Sep-04			3 months Dec-03			12 months Dec-04			12 months Dec-03			12 months Dec-02			12 months Dec-01			12 months Dec-00
Total segment Operating Cash Flow	$	238,718		$	241,703		$	186,014		$	879,233		$	628,882		$	296,374		$	(191,243	)	$	(368,464	)
Depreciation and amortization	(267,887		)	(235,186		)	(210,456		)	(935,185		)	(808,663		)	(730,001		)	(1,147,176		)	(815,522		)
Impairment of long-lived assets	(22,317		)	25			(402,680		)	(38,915		)	(402,239		)	(436,153		)	(1,320,942		)	—
Restructuring charges and other	(18,270		)	(1,824		)	(29,084		)	(29,019		)	(35,970		)	(1,274		)	(204,127		)	0
Stock-based compensation	(52,767		)	(12,178		)	(9,377		)	(116,661		)	(38,024		)	(28,228		)	(8,818		)	43,183
Operating income (loss)	(122,523		)	(7,460		)	(465,583		)	(240,547		)	(656,014		)	(899,282		)	(2,872,306		)	(1,140,803		)
Interest expense, net	(71,651		)	(53,616		)	(60,868		)	(259,457		)	(314,078		)	(641,786		)	(966,134		)	(795,486		)
Gains on extinguishment of debt	—			—			—			35,787			2,183,997			2,208,782			3,447			0
Gains (losses) on sale of investments & other net	12,096			646			(1,879		)	12,325			279,442			117,262			(416,803		)	6,194
Realized and unrealized (losses) gains on foreign currency transactions and derivative instruments and other expenses, net	(16,556		)	2,005			(28,020		)	(46,939		)	74,719			543,719			(413,704		)	(98,326		)
Income (loss) before income taxes and other items	(198,634		)	(58,425		)	(556,350		)	(498,831		)	1,568,066			1,328,695			(4,665,500		)	(2,028,421		)
Other, net	131,025			(11,785		)	175,656			116,476			427,302			(1,685,149		)	170,791			807,531
Net income (loss)	$	(67,609	)	$	(70,210	)	$	(380,694	)	$	(382,355	)	$	1,995,368		$	(356,454	)	$	(4,494,709	)	$	(1,220,890	)

(1) We are unable to provide a reconciliation of forecasted Operating Cash Flow to the most directly comparable GAAP measure, net income (loss), because certain items are out of our control and/or cannot be reasonably predicted. For example, it is impractical to: (1) estimate future fluctuations in interest rates on our variable-rate debt facilities; (2) estimate the fluctuations in exchange rates relative to the U.S. dollar and its impact on our results of operations; (3) estimate the financial results of our non-consolidated affiliates; and (4) estimate changes in circumstances that lead to gains and/or losses such as sales of investments in affiliates and other assets. Any and/or all of these items could be significant to our financial results.

Non-GAAP Reconciliations

Free Cash Flow is not a GAAP measure of liquidity. We define Free Cash Flow as net cash flows from operating activities less capital expenditures. We believe our presentation of free cash flow provides useful information to our investors because it can be used to gauge our ability to service debt and fund new investment opportunities. Investors should view free cash flow as a supplement to, and not a substitute for, GAAP cash flows from operating, investing and financing activities as a measure of liquidity.

Reconciliation of Free Cash Flow

(thousands)	3 months Dec-04				3 months Sep-04			3 months Dec-03				12 months Dec-04			12 months Dec-03
Net cash flows from operating activities	$	226,255			$	175,064		$		118,651		$	699,602		$	392,092
Capital expenditures	(187,576			)	(116,696		)	(105,426			)	(480,133		)	(333,124		)
Free cash flow	$		38,679		$	58,368		$	13,225			$	219,469		$	58,968

Pro-Forma Leverage

	FYE ‘03			FYE ‘04			Q4 ‘03			Q1 ‘04			Q2 ‘04			Q3 ‘04			Q4 ‘04
*Debt Summary:*
UPC Broadband Bank Facility	$	3,698,586		$	3,927,830		$	3,698,586		$	3,584,272		$	3,224,816		$	3,495,406		$	3,927,830
UGC Convertible Notes	—			681,850			—			—			609,830			621,813			681,850
UPC Polska Notes	317,372			—			317,372			—			—			—			—
UPC Polska 2007 Notes	—			—			—			101,701			101,701			—			—
VTR Bank Facility	123,000			97,941			123,000			93,198			88,586			83,972			97,941
Telenet Notes	—			87,821			—			—			—			—			87,821
Old UGC Senior Notes	24,627			24,627			24,627			24,627			24,627			24,627			24,627
Notes payable, related party	102,728			108,414			102,728			—			—			—			108,414
Subject to compromise: short term debt	5,099			—			5,099			—			—			—			—
Other	80,493			58,880			80,493			74,198			55,980			60,653			58,880
Total Debt	$	4,351,905		$	4,987,363		$	4,351,905		$	3,877,996		$	4,105,540		$	4,286,471		$	4,987,363
Less: UPC Polska notes (1)	(322,471		)	—			(322,471		)	—			—			—			—
Add: UPC Polska note (2)	101,701			—			101,701			—			—			—			—
Less: Notes Payable, related party (3)	(102,728		)	—			(102,728		)	—			—			—			—
Less: VTR Global Com (4)	(25,233		)	—			(25,233		)	—			—			—			—
Add: Euro Convertible (5)	630,279			—			630,279			605,400			—			—			—
Add: Noos Acquisition (6)	—			—			—			—			127,042			—			—
Pro-Forma Debt	$	4,633,453		$	4,987,363		$	4,633,453		$	4,483,396		$	4,232,582		$	4,286,471		$	4,987,363

*Cash Summary*
Cash & cash equivalents	$	310,361		$	1,028,993		$	310,361		$	1,275,785		$	1,368,677		$	981,638		$	1,028,993
Restricted cash	25,052			43,640			25,052			18,169			20,237			23,367			43,640
Short-term liquid investments	2,134			48,965			2,134			19,621			207,194			111,536			48,965
Total Cash	337,547			1,121,598			337,547			1,313,575			1,596,108			1,116,541			1,121,598
Rights Offering and Liberty Preemptive Rights (3)	1,075,385			—			1,075,385			—			—			—			—
Less: VTR Global Com (4)	(25,233		)	—			(25,233		)	—			—			—			—
Less: UPC Polska payment (2)	(81,361		)	—			(81,361		)	—			—			—			—
Add: Euro Convertible (5)	617,673			—			617,673			593,292			—			—			—
Less: Noos Acquisition (6)	—			—			—			—			(514,130		)	—			—
Less: Cinenova/Movieco Settlement (7)	—			(70,651		)	—			—			—			—			(70,651		)
Pro-Forma Cash	$	1,924,011		$	1,050,947		$	1,924,011		$	1,906,867		$	1,081,978		$	1,116,541		$	1,050,947

Net Debt	$	4,014,358		$	3,865,765		$	4,014,358		$	2,564,421		$	2,509,432		$	3,169,930		$	3,865,765

Pro-Forma Net Debt	$	2,709,442		$	3,936,416		$	2,709,442		$	2,576,529		$	3,150,603		$	3,169,930		$	3,936,416

Operating Cash Flow (“OCF”)	$	628,882		$	879,233		$	186,014		$	204,284		$	194,528		$	241,703		$	238,718
Add: Noos Operating Cash Flow (6)	—			—			—			—			26,129			—			—
Add: Cinenova/Movieco Settlement (7)	—			27,206			—			—			—			—			21,995
Pro-Forma Operating Cash Flow (“OCF”)	$	628,882		$	906,439		$	186,014		$	204,284		$	220,657		$	241,703		$	260,713

*Net Debt / Annualized OCF (OCF 4)**	6.4		x	4.4		x	5.4		x	3.1		x	3.2		x	3.3		x	4.0		x
Pro Forma Net Debt / Pro-Forma Annualized OCF	4.3		x	4.3		x	3.6		x	3.2		x	3.6		x	3.3		x	3.8		x

(1) Represents the sum of all of the notes outstanding of UPC Polska (UPC Polska restructuring completed in February 2004) per UGC’s filings.

(2) Per the final terms and conditions of the UPC Polska restructuring, completed in February 2004, virtually all existing debt was cancelled and in exchange UPC Polska issued to the third party bondholders $101.7 million in new 9.0% senior notes, and paid $81.4 million in cash.

(3) Includes proceeds of approximately $1.02 billion from the rights offering completed in February 2004, as well as the net proceeds from Liberty of $157 million when Liberty exercised its preemptive right for certain transactions (e.g., UGC Europe exchange offer) less cancellation of the Notes Payable to Liberty for $103 million.

(4) VTR was required to make a loan repayment of over $25 million as per the loan agreement.

(5) UGC received net proceeds of Euro 490mm (Euro 500mm par value) from its recent convertible offering (US$ equivalent based on F/X spot rates as of the reporting dates as indicated).

(6) The acquisition of Noos, which closed on July 1, 2004, was originally valued at EUR 615 million. The final purchase price was subject to an audit of Noos’ financial information. Please refer to our 10K as of Dec. 31, 2004 for further details.

(7) Represents the settlement of the MovieCo/Cinenova contract in Dec. ’04. Total costs in Q4 ’04 of approximately $22mm, as well as a reduction in cash of $71mm related to payment of all accrued expenses. Please refer to our 10K as of Dec. 31, 2004 for further details.

Supplemental Information

	For the 3 months ended									For the 12 months ended
(amounts in thousands)	Dec-04				Dec-03					Dec-04				Dec-03

*Interest Expense Breakdown:*
Cash Pay:
UPC Broadband Bank Facility	$		(52,789	)	$		(55,468		)	$	(220,516		)	$	(254,900	)
UGC Convertible Notes	(2,836			)	—					(7,971			)	—
VTR Bank Facility	(1,656			)	(2,087				)	(6,863			)	(9,373		)
Old UGC Senior Notes	(2,877			)	(720				)	(2,963			)	(2,375		)
UPC and subsidiaries senior notes and other (1)	(10,386			)	(1,918				)	(23,379			)	(9,751		)
Total	(70,544			)	(60,193				)	(261,692			)	(276,399		)

Non-Cash:
Amortization of deferred financing costs	(7,827			)	(3,125				)	(21,388			)	(21,268		)
Senior discount notes accretion and other (1)	(200			)	(1				)	(200			)	(29,465		)
Total	(8,027			)	(3,126				)	(21,588			)	(50,733		)

Total Interest Expense	$		(78,571	)	$		(63,319		)	$	(283,280		)	$	(327,132	)

*Summary of Working Capital Changes: (2)*
Change in receivables and other assets	$	(57,339		)	$	(28,591			)	$		(72,169	)	$	40,870
Change in accounts payable, acc. liabilities & other	117,174				74,893					188,127				42,533
Total	$		59,835		$			46,302		$	115,958			$	83,403

(1) Includes UPC Polska, which per the final terms and conditions of the UPC Polska restructuring (completed in February 2004), virtually all existing debt was cancelled and in exchange UPC Polska issued to the third party bondholders $101.7 million in new 9.0% senior notes, and paid $81.1 million in cash. In addition, the $101.7 million notes were repaid in full in July 2004 with proceeds from the UPC Broadband Bank Facility.

(2) Please refer to management’s discussion and analysis of financial condition and results of operations for interest expense and Statement of Cash Flows for working capital changes per UGC’s 10K as of December 31, 2004 as well as other 10Q’s filed for previous quarters.

Supplemental Information - Revenue

	Year Ended December 31,
												Increase (Decrease)
							Increase (Decrease)					Excluding F/X Effects
	2004			2003			$			%		$			%
Europe (UGC Europe):
UPC Broadband
The Netherlands	$	716,932		$	592,223		$	124,709		21.1	%	$	60,999		10.3	%
Austria	299,874			260,162			39,712			15.3	%	13,268			5.1	%
France (excluding Noos)	128,862			113,946			14,916			13.1	%	3,532			3.1	%
France (Noos)	183,930			—			183,930			—		183,930			—
Norway	112,378			95,284			17,094			17.9	%	11,815			12.4	%
Sweden	88,080			75,057			13,023			17.4	%	5,104			6.8	%
Belgium	37,472			31,586			5,886			18.6	%	2,558			8.1	%
Ireland (Chorus)	48,953			—			48,953			—		48,953			—
Total Western Europe	1,616,481			1,168,258			448,223			38.4	%	330,159			28.3	%
Hungary	217,507			165,450			52,057			31.5	%	31,105			18.8	%
Poland	108,979			85,356			23,623			27.7	%	16,388			19.2	%
Czech Republic	79,905			63,348			16,557			26.1	%	10,262			16.2	%
Slovak Republic	32,671			25,467			7,204			28.3	%	3,209			12.6	%
Romania	26,955			20,189			6,766			33.5	%	5,532			27.4	%
Total Central and Eastern Europe	466,017			359,810			106,207			29.5	%	66,496			18.5	%
Corporate and other	26,273			32,563			(6,290		)	(19.3	)%	(8,173		)	(25.1	)%
Total UPC Broadband	2,108,771			1,560,631			548,140			35.1	%	388,482			24.9	%
chellomedia
Priority Telecom	118,956			121,330			(2,374		)	(2.0	)%	(12,982		)	(10.7	)%
Media	125,016			98,463			26,553			27.0	%	15,459			15.7	%
Investments	840			528			312			59.1	%	239			45.3	%
Total chellomedia	244,812			220,321			24,491			11.1	%	2,716			1.2	%
Intercompany eliminations	(138,983		)	(127,055		)	(11,928		)	(9.4	)%	381			0.3	%
Total Europe	2,214,600			1,653,897			560,703			33.9	%	391,579			23.7	%
Latin America:
Broadband
Chile (VTR)	299,951			229,835			70,116			30.5	%	36,314			15.8	%
Brazil, Peru and other	7,883			7,789			94			1.2	%	94			1.2	%
Total Latin America	307,834			237,624			70,210			29.5	%	36,408			15.3	%
Corporate and other	3,012			9			3,003			n.m.		3,003			n.m.
Total UGC	$	2,525,446		$	1,891,530		$	633,916		33.5	%	$	430,990		22.8	%
Less Noos and Chorus							$	(232,883	)	—		$	(232,883	)	—
Total UGC, excluding Noos and Chorus	.						$	401,033		21.2	%	$	198,107		10.5	%

Supplemental Information - Revenue

	Year Ended December 31,
										Increase (Decrease)
					Increase (Decrease)					Excluding F/X Effects
	2003		2002		$			%		$			%
Europe (UGC Europe):
UPC Broadband
The Netherlands	$	592,223	$	459,044	$	133,179		29.0	%	$	35,346		7.7	%
Austria	260,162		198,189		61,973			31.3	%	19,026			9.6	%
France (excluding Noos)	113,946		92,441		21,505			23.3	%	2,681			2.9	%
Norway	95,284		76,430		18,854			24.7	%	8,407			11.0	%
Sweden	75,057		52,560		22,497			42.8	%	9,829			18.7	%
Belgium	31,586		24,646		6,940			28.2	%	1,725			7.0	%
Total Western Europe	1,168,258		903,310		264,948			29.3	%	77,014			8.5	%
Hungary	165,450		124,046		41,404			33.4	%	20,095			16.2	%
Poland	85,356		76,090		9,266			12.2	%	5,402			7.1	%
Czech Republic	63,348		44,337		19,011			42.9	%	9,976			22.5	%
Slovak Republic	25,467		18,852		6,615			35.1	%	1,866			9.9	%
Romania	20,189		16,119		4,070			25.2	%	4,803			29.8	%
Total Central and Eastern Europe	359,810		279,444		80,366			28.8	%	42,142			15.1	%
Germany	—		28,069		(28,069		)	—		(28,069		)	—
Corporate and other	32,563		35,139		(2,576		)	(7.3	)%	(8,504		)	(24.2	)%
Total UPC Broadband	1,560,631		1,245,962		314,669			25.3	%	82,583			6.6	%
chellomedia