For Immediate Release Exhibit 99.1

UGC REPORTS THIRD QUARTER 2004 RESULTS

Record Third Quarter Customer Growth

Operating Cash Flow Increased 41% to $242 million

Denver, Colorado – November 9, 2004: UnitedGlobalCom, Inc. (“UGC”)¹ (NASDAQ: UCOMA), today announces operating and financial results for the third quarter ended September 30, 2004.

Highlights for the third quarter compared to the same period in the prior year (unless noted) include:

• Revenue growth of 39% to $658 million

• Operating Cash Flow² growth of 41% to $242 million

• Net RGU³ additions (excluding Noos) of 103,900

• Net loss of $(70) million compared to net income of $1.7 billion

• Free Cash Flow⁴ of $58 million for Q3 and $181 million year-to-date

Mike Fries, President and Chief Executive Officer of UGC said, “We delivered another strong quarterly performance with record customer growth and Operating Cash Flow. During what is typically our seasonally softest quarter and excluding the recent acquisition of Noos, we added 103,900 RGUs, including 64,000 broadband Internet subscribers. Together with the 1.7 million RGUs we acquired with the completion of the Noos transaction on July 1, 2004, our total RGU count exceeds 11.1 million. Given the increase in RGU growth we expect to deliver in the fourth quarter, which is our seasonally strongest period, we are on track to meet our full year guidance target of 500,000 net new RGUs.

Driven by continued customer and ARPU growth, as well as prudent cost controls, we also delivered strong financial results. Revenue for the three months ended September 30, 2004 was $658 million, an increase of 39% compared to the prior year, while Operating Cash Flow (OCF) increased 41% to $242 million over the same period. On an organic basis⁵ and excluding Noos, for the nine months ended September 30, 2004, our currency adjusted revenue and Operating Cash Flow growth rates were 10% and 28%, respectively. We are on track to achieve our full year revenue growth guidance of 10% and we’re significantly ahead of our 20% guidance on OCF. In the third quarter we generated record Operating Cash Flow of $242 million as well as a record OCF margin (excluding Noos) exceeding 39%. We also generated $58 million of Free Cash Flow (FCF) in the quarter despite the semi-annual interest payment we made on our European credit facility in July, bringing our year-to-date FCF to $181 million.

We made significant progress on a number of our strategic initiatives during the quarter. We launched commercial VoIP telephony services in both The Netherlands and Hungary and have aggressive expansion plans over the next 6-9 months throughout Europe. By the middle of 2005, we expect that we’ll be selling VoIP

¹ Also referred to as the “Company”, “we, “us”, “our”, and similar terms.

² Please see pages 14 for an explanation of Operating Cash Flow and a reconciliation of Operating Cash Flow to Net Income (Loss). Operating Cash Flow is also referred to as “OCF.”

³ RGUs or Revenue Generating Units. Please see footnote 5 on page 17 for a definition.

⁴ Please see page 14 of this press release for an explanation of Free Cash Flow and a reconciliation of Free Cash Flow to Net Cash Flows from operating activities.

⁵ Please refer to the tables on pages 9 to 12 which summarize revenue and OCF growth based on actual results and what the growth would have been had exchange rates remained the same in 2004 as the comparative periods in the prior year; organic growth refers to the latter.

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telephony services across 5.5 million homes in 9 of our 11 European markets. We are implementing significant speed upgrades to our broadband Internet products across Europe and, in The Netherlands, we have initiated a 30Mbps downstream trial in Almere to be followed by a 50Mbps trial in Amsterdam in early 2005. And finally we announced today our first “off-net” deployment of our broadband Internet and VoIP telephony products in The Netherlands using the phone company’s DSL network. This “off-net” trial is only the beginning of what we believe will be a rapid and profitable expansion of our business outside of our HFC footprint in our core markets.

Lastly, we continue to have strong access to the senior secured debt market. We have been advised by our bookrunners that the new institutional tranche of Euro 400 million (or equivalent) due December 2011 has successfully syndicated and was oversubscribed. Proceeds of this new tranche (Tranche F) will be used to re-finance a portion of the existing (earlier maturing and/or higher interest margin) tranches of the facility. A decision on the final size of the facility has not yet been taken but in any event we expect final documentation to be agreed and executed, and the deal to be funded, in the near term.”

Third Quarter 2004 and YTD Results

Our significant and consolidated operating subsidiaries in Europe include UPC Broadband - our cable television and broadband division with operations in 11 countries, and chellomedia - our media and programming division, which also includes our Competitive Local Exchange Carrier (CLEC), Priority Telecom. In Latin America, our primary operation is VTR, our cable television and broadband provider in Chile. Please refer to the end of this press release for additional financial information.

Revenue

Revenue for the three months ended September 30, 2004 was $658 million, an increase of 39% or $184 million compared to the same period in the prior year. Excluding the impact of foreign exchange rates and the acquisition of Noos, organic year-over-year revenue growth was approximately 10% for the third quarter of 2004 driven by higher average monthly revenue per subscriber (ARPU) and RGU growth. For the nine months ended September 30, 2004, organic revenue growth was approximately 10%, consistent with our guidance target for the full year. Please refer to the tables on pages 9 and 10 for additional information.

Total European revenue increased 40% to $579 million for the three months ended September 30, 2004, primarily due to a 41% increase in our core triple play operation, UPC Broadband. Revenue in Western Europe increased 46% to $430 million (including Noos) compared to third quarter 2003, while revenue in Central and Eastern Europe increased 32% to $116 million. Excluding Noos, revenue in Western Europe increased 16% to $341 million. In Chile, revenue at VTR increased 28% to $75 million for the three months ended September 30, 2004.

Average monthly revenue (ARPU) per RGU for the three months ended September 30, 2004 was $18.96, an increase of 15% compared to the same period in 2003. Excluding foreign currency movements, the organic increase in ARPU per RGU was approximately 6% year-over-year. ARPU per customer relationship was $23.30 for the three months ended September 30, 2004, a sequential increase from $22.51 in second quarter 2004.

Operating Cash Flow

Operating Cash Flow (OCF) for the three months ended September 30, 2004 was $242 million, an increase of 41% compared to the same period in the prior year. Excluding the impact of foreign exchange rate fluctuations and the acquisition of Noos, our organic OCF growth was approximately 20% for the period. For the nine months ended September 30, 2004, organic OCF growth was approximately 28%, above our guidance of 20% for the full year. As such, we believe that full year OCF growth will exceed our guidance target. Please refer to the tables on pages 11 and 12 for additional information.

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Total European OCF increased 38% to $214 million for the three months ended September 30, 2004, primarily due to a 40% increase at UPC Broadband. OCF in Western Europe increased 30% to $167 million (including Noos), while OCF in Central and Eastern Europe increased 51% to $47 million. Excluding Noos, OCF in Western Europe increased 16% to $150 million. In Chile, OCF increased 37% to $26 million for the three months ended September 30, 2004.

Our consolidated Operating Cash Flow margin improved to 36.7% for third quarter 2004. Excluding the results of Noos (which include an allocation for corporate overhead), our European OCF margin was 40.0% in the third quarter compared to 37.5% for the same period last year – an increase of 250 basis points. In Chile, our OCF margin was 34.5% and UGC’s overall OCF Margin (excluding Noos) was 39.3% for the three months ended September 30, 2004.

Net Income (Loss)

Net loss was $70 million or $(0.09) per share for the three months ended September 30, 2004, which compares with net income of $1.7 billion or $3.80 per share for the same period in 2003. Last years’ third quarter result included a $2.1 billion gain on the extinguishment of debt associated with the completion of our European restructuring.

Free Cash Flow and Capital Expenditures

Free Cash Flow (FCF) for the three months ended September 30, 2004 was $58 million, a $54 million improvement compared to $4 million of FCF in the same period last year. The increase was driven by a 77% improvement in cash flow from operating activities, offset by a 23% increase in reported capital expenditures. For the nine months ended September 30, 2004, FCF was $181 million, a 295% increase or $135 million improvement compared to the same period last year.

Capital expenditures increased to $117 million (18% of revenues) for the three months ended September 30, 2004, compared to $95 million (20% of revenues) for the same period last year. The primary reason for the increase was higher spending on customer premise equipment (CPE) due to the significant increase in RGU growth in third quarter 2004 compared to the same period last year, as well as foreign currency movements.

For the nine months ended September 30, 2004, capital expenditures were $293 million (17% of revenues) compared to $228 million (17% of revenues) for the same period last year. Based on our YTD result and expectation regarding our fourth quarter capital spend, we now expect our full year capital expenditures will be below our full year guidance target of 20% of revenues.

Balance Sheet, Leverage Position and Liquidity

At September 30, 2004, total long-term debt was $4.2 billion and we had cash and cash equivalents (including short-term liquid investments) of $1.1 billion. Net debt to annualized Operating Cash Flow⁶ was 3.3x compared to 5.6x for the same period in the prior year. In addition to our cash balances, we had approximately $636 million of availability under Facility A of our European Credit Facility at September 30, 2004. Together with the market value of our interests in publicly traded securities of SBS Broadcasting and Austar United, we had total liquidity exceeding $2.2 billion as of September 30, 2004.

Operating Statistics

Total RGUs were 11.1 million at September 30, 2004, including 1.7 million RGUs at Noos. Excluding Noos, total RGUs at September 30, 2004 exceeded 9.4 million, a 5.0% increase compared to last year’s third quarter. During the third quarter of 2004, we added 103,900 net new RGUs (excluding Noos) a 32% increase compared to the 78,700 net new RGUs we added during third quarter 2003. In Europe we added 74,700 RGUs during the quarter, which represents our strongest third quarter net gain ever, and in Chile we added 29,000 RGUs. The third quarter is typically our seasonally softest quarter for customer growth heading into the fall selling season.

⁶ Represents net debt / Operating Cash Flow annualized for the three months ended September 30, 2004.

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In terms of net additions by product, we added a total of 64,000 broadband Internet subscribers during the third quarter, including 49,800 in Europe. Together with the 204,800 broadband Internet subscribers we acquired from Noos, our total broadband Internet subscriber base is now 1.3 million RGUs. Digital video additions were 28,200 in the quarter with solid gains in France and Sweden. Including the acquisition of Noos’ 456,300 digital subscribers, we now have a total of 685,800 digital RGUs.

Since December 31, 2003, we have added 298,600 net new RGUs (excluding Noos). Based on our YTD results, together with the acceleration of subscriber growth as we enter the fall selling season (typically the strongest time of year for customer additions), we are confirming our full year guidance of 500,000 net new RGUs (excluding Noos).

About UnitedGlobalCom

UGC is a leading international provider of video, voice, and broadband Internet services with operations in 14 countries, including 11 countries in Europe. Based on the Company’s operating statistics at September 30, 2004, UGC’s networks reached approximately 15.5 million homes passed and served over 11.1 million RGUs, including approximately 9.1 million video subscribers, 761,000 telephone subscribers and 1.3 million broadband Internet subscribers.

Forward Looking Statements: Except for historical information contained herein, this press release contains forward-looking statements, including guidance given for 2004. The Company’s plans with respect to seeking a new term loan facility and the potential merger of VTR and Metropolis 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 successfully integrate the Noos systems, 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, how we choose to act with respect to conditions imposed by the antitrust authorities with respect to the proposed VTR merger, 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 visit www.unitedglobal.com for further information or contact:

Richard Abbott	Bert Holtkamp
Investor Relations – Denver	Corporate Communications – Europe
(303) 220-6682	+ 31 (0) 20 778 9447
Email: ir@unitedglobal.com	communications@ugceurope.com

Page 4 of 17

New Basis of Accounting Effective January 1, 2004

On January 5, 2004, Liberty Media Corporation (together with its subsidiaries “LMC”) acquired approximately 8.2 million shares of Class B common stock from our founding stockholders in exchange for securities of LMC and cash (the “Founders Transaction”). Upon completion of this transaction, the restriction on LMC’s right to exercise its voting power over us was terminated. LMC then had the ability to elect our entire board of directors and otherwise to control us. LMC acquired its cumulative interest in us over a period of several years in separate acquisitions. LMC’s largest acquisition of us occurred in January 2002 whereby its economic and voting interest increased from approximately 11% and 37%, respectively, to approximately 73% and 94%, respectively. Because of certain voting and standstill agreements entered into between LMC and our founding stockholders in connection with this January 2002 transaction, LMC was unable to control us and therefore accounted for its investment in us under the equity method of accounting. Upon consummation of the Founders Transaction, our financial statements changed to reflect the push down of LMC’s basis and, as a result, we have a new basis of accounting effective January 1, 2004. Accordingly, for periods prior to January 1, 2004 the assets and liabilities of UnitedGlobalCom, Inc. and the related consolidated financial statements are sometimes referred to herein as “UGC Pre-Founders Transaction”, and for periods subsequent to January 1, 2004 the assets and liabilities of UnitedGlobalCom, Inc. and the related consolidated financial statements are sometimes referred to herein as “UGC Post-Founders Transaction.”

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UnitedGlobalCom, Inc.

Condensed Consolidated Balance Sheets

(In thousands, except par value and number of shares)

(Unaudited)

	UGC Post- Founders Transaction			UGC Pre- Founders Transaction
	September 30, 2004			December 31, 2003
Assets
Current assets
Cash and cash equivalents	$	981,638		$	310,361
Restricted cash		23,367			25,052
Short-term liquid investments		111,536			2,134
Trade and other receivables, net		205,143			205,232
Other current assets, net		94,127			79,542
Total current assets		1,415,811			622,321
Long-term assets
Property and equipment, net		3,787,933			3,342,743
Goodwill		2,064,973			2,519,831
Intangible assets, net		414,418			252,236
Other assets, net		4,40150			362,540
Total assets	$	8,123,285		$	7,099,671
Liabilities and Stockholders’ Equity
Current liabilities
Not subject to compromise:
Accounts payable	$	236,842		$	225,540
Accrued liabilities		408,885			405,546
Subscriber advance payments and deposits		292,151			141,108
Notes payable, related party		—			102,728
Current portion of debt		53,034			310,804
Deferred Income Taxes		110,583			—
Other current liabilities		65,123			82,149
Total current liabilities not subject to compromise		1,166,618			1,267,875
Subject to compromise:
Current portion of long-term debt		24,627			317,372
Other liabilities		4,691			19,544
Total current liabilities subject to compromise		29,318			336,916
Long-term liabilities
Long-term portion of debt		4,208,810			3,615,902
Deferred income taxes		63,749			124,232
Other long-term liabilities		319,403			259,493
Total long-term liabilities		4,591,962			3,999,627
Commitments and contingencies
Minority interests in subsidiaries		101,077			22,761
Stockholders’ equity
Preferred stock, $0.01 par value, 10,000,000 shares authorized, nil shares issued and outstanding		—			—
Class A common stock, $0.01 par value, 1,000,000,000 shares authorized, 400,423,083 and 287,350,970 shares issued, respectively		4,004			2,873
Class B common stock, $0.01 par value, 1,000,000,000 shares authorized, 11,165,777 and 8,870,332 shares issued, respectively		112			89
Class C common stock, $0.01 par value, 400,000,000 shares authorized, 385,828,203 and 303,123,542 shares issued and outstanding, respectively		3,858			3,031
Additional paid-in capital		2,599,766			5,852,896
Treasury stock, at cost		(75,844	)		(70,495	)
Accumulated deficit		(314,746	)		(3,372,737	)
Accumulated other comprehensive income (loss)		17,160			(943,165	)
Total stockholders’ equity		2,234,310			1,472,492
Total liabilities and stockholders’ equity	$	8,123,285		$	7,099,671

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UnitedGlobalCom, Inc.

Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)

(In thousands, except per share data)

(Unaudited)

	UGC Post-Founders Transaction						UGC Pre-Founders Transaction
	Three Months Ended September 30, 2004			Nine Months Ended September 30, 2004			Three Months Ended September 30, 2003			Nine Months Ended September 30, 2003
Statements of Operations
Revenue	$	658,463		$	1,750,877		$	474,515		$	1,375,666
Operating expense		(262,737	)		(682,518	)		(186,406	)		(574,394	)
Selling, general and administrative expense		(154,023	)		(427,844	)		(116,743	)		(358,404	)
Depreciation and amortization (Operating Expense)		(235,186	)		(667,298	)		(192,002	)		(598,207	)
Impairment of long-lived assets (Operating Expense)		25			(16,598	)		441			441
Restructuring charges (Operating Expense)		(1,824	)		(10,749	)		18			(6,886	)
Stock-based compensation (SG&A Expense)		(12,178	)		(63,894	)		(14,261	)		(28,647	)
Operating income (loss)		(7,460	)		(118,024	)		(34,438	)		(190,431	)
Interest income		5,380			16,903			2,698			10,603
Interest expense		(58,996	)		(204,709	)		(73,945	)		(263,813	)
Foreign currency exchange gain (loss), net		21,771			(7,061	)		(269,598	)		175,890
Loss on derivative instruments		(16,838	)		(14,512	)		(103	)		(11,497	)
Gain (loss) on sale of investments in affiliates and other assets, net		(1,174	)		(1,574	)		(283	)		281,321
Gain on extinguishment of debt		—			35,787			2,109,596			2,183,997
Other income (expense), net		302			830			(7,935	)		(41,658	)
Income (loss) before income taxes and other items		(57,015	)		(292,360	)		1,725,992			2,144,412
Reorganization expense, net		(1,410	)		(7,837	)		(6,276	)		(19,996	)
Income tax expense, net		(19,174	)		(23,708	)		(13,986	)		(71,505	)
Minority interests in subsidiaries, net		2,116			2,616			42,582			43,319
Share in results of affiliates, net		5,273			6,543			(11,203	)		279,832
Net income (loss)	$	(70,210	)	$	(314,746	)	$	1,737,109		$	2,376,062
Earnings per share:
Basic earnings (loss) per share	$	(0.09	)	$	(0.41	)	$	3.80		$	8.31
Diluted earnings (loss) per share	$	(0.09	)	$	(0.41	)	$	3.79		$	8.31
Statements of Comprehensive Income
Net income (loss)	$	(70,210	)	$	(314,746	)	$	1,737,109		$	2,376,062
Other comprehensive income, net of tax:
Foreign currency translation adjustments		75,157			14,674			335,024			(37,852	)
Change in fair value of derivative assets		—			—			—			10,616
Change in unrealized (loss) gain on available-for-sale securities		13,045			2,486			(18,465	)		(12,408	)
Comprehensive income (loss)	$	17,992		$	(297,586	)	$	2,053,668		$	2,336,418

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UnitedGlobalCom, Inc.

Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)

(In thousands, except per share data)

(Unaudited)

	UGC Post-Founders Transaction			UGC Pre-Founders Transaction
	Nine Months Ended Sept. 30, 2004			Nine Months Ended Sept. 30, 2003
Cash Flows from Operating Activities
Net income (loss)	$	(314,746	)	$	2,376,062
Adjustments to reconcile net income (loss) to net cash flows from operating activities:
Stock-based compensation		39,973			28,647
Depreciation and amortization		667,298			598,207
Impairment of long-lived assets and restructuring charges		27,347			6,445
Accretion of interest on senior notes and amortization of deferred financing costs		13,561			47,607
Unrealized foreign exchange (gains) losses, net		6,184			(114,016	)
Gain on sale of investments in affiliates and other assets, net		1,574			(281,321	)
Loss on derivative instruments		14,512			11,450
Gain on extinguishment of debt		(35,787	)		(2,183,997	)
Deferred income tax provision		6,467			70,407
Minority interests in subsidiaries, net		(2,616	)		(43,319	)
Share in results of affiliates, net		(6,543	)		(279,832	)
Change in assets and liabilities:
Change in receivables and other assets		(14,830	)		69,461
Change in accounts payable, accrued liabilities and other		70,953			(32,360	)
Net cash flows from operating activities		473,347			273,441
Cash Flows from Investing Activities
Acquisition of business, net of cash acquired		(625,970	)		(784	)
Capital expenditures		(292,557	)		(227,698	)
Purchase of short-term liquid investments		(244,859	)		(1,489	)
Proceeds from sale of short-term liquid investments		135,371			45,560
Investments in affiliates and other investments		(50	)		(20,931	)
Proceeds from sale of investments in affiliated companies		697			44,558
Purchase of interest rate caps		(21,442	)		(9,750	)
Settlement of interest rate swaps		—			(58,038	)
Dividends received from affiliates		15,565			4,684
Other		1,605			14,559
Net cash flows from investing activities		(1,031,640	)		(209,329	)
Cash Flows from Financing Activities
Issuance of common stock		1,076,284			1,081
Proceeds from issuance of convertible senior notes		604,595			—
Proceeds from short-term and long-term borrowings		212,307			11,269
Repayments of short-term and long-term borrowings		(597,481	)		(187,152	)
Financing costs		(49,640	)		(2,233	)
Purchase of treasury shares		(5,349	)		—
Net cash flows from financing activities		1,240,716			(177,035	)
Effect of Exchange Rates on Cash		(11146	)		15,515
Increase (Decrease) in Cash and Cash Equivalents		671,277			(97,408	)
Cash and Cash Equivalents, Beginning of Period		310,361			410,185
Cash and Cash Equivalents, End of Period	$	981,638		$	312,777
Supplemental Cash Flow Disclosures:
Cash paid for reorganization expenses	$	7,837		$	25,518
Cash paid for interest	$	227,640		$	170,997
Cash (paid) received for income taxes	$	(4,327	)	$	3,398
Non-cash Investing and Financing Activities:
Issuance of common stock for financial assets, settlement of liabilities and other	$	36,574		$	966,362

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Revenue

The following tables provide an analysis of our revenue by business segment for the three and nine months ended September 30, 2004 compared to the same periods in the prior year (in thousands, except percentages). The first two columns present our consolidated revenue for each comparative period. The third and fourth columns present the U.S dollar change and percent change, respectively, from period to period. The fifth and sixth columns present the U.S. dollar change and percent change, respectively, after removing foreign currency translation effects, or “F/X.” These columns demonstrate what the revenue change would have been had exchange rates remained the same in 2004 as the comparative period in the prior year. These amounts are based on the Euro for the Netherlands, Austria, France, Belgium, chellomedia, UGCE corporate and other, Norwegian Krone for Norway, Swedish Krona for Sweden, Hungarian Forint for Hungary, Polish Zloty for Poland, Czech Koruna for Czech Republic, Slovak Koruna for Slovak Republic, Romanian Leu for Romania, Chilean Peso for Chile, and U.S. dollars for Brazil, Peru and other UGC Corporate.

	Revenue for the Three Months Ended September 30,
							Increase (Decrease)					Increase (Decrease) Excluding F/X Effects
	2004			2003			$			%		$			%
Europe (UGC Europe):
UPC Broadband
The Netherlands	$	178,996		$	150,838		$	28,158		18.7	%	$	14,028		9.3	%
Austria		72,482			65,085			7,397		11.4	%		1,692		2.6	%
France (other than Noos)		31,905			29,744			2,161		7.3	%		(357	)	(1.2	)%
France (Noos)		88,686			—			88,686		—			88,686		—
Norway		27,140			22,912			4,228		18.5	%		2,520		11.0	%
Sweden		21,141			18,710			2,431		13.0	%		692		3.7	%
Belgium		9,195			7,785			1,410		18.1	%		685		8.8	%
Total Western Europe		429,545			295,074			134,471		45.6	%		107,946		36.6	%
Hungary		53,194			40,358			12,836		31.8	%		6,699		16.6	%
Poland		28,464			21,391			7,073		33.1	%		4,770		22.3	%
Czech Republic		19,644			15,422			4,222		27.4	%		2,375		15.4	%
Slovak Republic		7,967			6,164			1,803		29.3	%		869		14.1	%
Romania		6,842			4,543			2,299		50.6	%		2,431		53.5	%
Total Central and Eastern Europe		116,111			87,878			28,233		32.1	%		17,144		19.5	%
Corporate and other		6,668			8,607			(1,939	)	22.5	%		(2,462	)	(28.6	)%
Total UPC Broadband		552,324			391,559			160,765		41.1	%		122,628		31.3	%
chellomedia
Priority Telecom		29,308			29,972			(664	)	(2.2	)%		(2,967	)	(9.9	)%
Media		32,218			25,508			6,710		26.3	%		4,183		16.4	%
Investments		187			60			127		211.7	%		113		188.3	%
Total chellomedia		61,713			55,540			6,173		11.1	%		1,329		2.4	%
Intercompany eliminations		(35,286	)		(33,261	)		(2,025	)	(6.1	)%		765		2.3	%
Total Europe		578,751			413,838			164,913		39.8	%		124,722		30.1	%
Latin America:
Broadband
Chile (VTR)		75,096			58,608			16,488		28.1	%		9,436		16.1	%
Brazil, Peru and other		1,909			2,069			(160	)	(7.7	)%		(160	)	(7.7	)%
Total Latin America		77,005			60,677			16,328		26.9	%		9,276		15.3	%
Corporate and other		2,707			—			2,707		—			2,707		—
Total UGC	$	658,463		$	474,515		$	183,948		38.8	%	$	136,705		28.8	%
Less Noos							$	(88,686	)	—		$	(88,686	)	—
Total UGC, excluding Noos							$	95,262		20.1	%	$	48,019		10.1	%

Page 9 of 17

	Revenue for the Nine Months Ended September 30,
							Increase (Decrease)					Increase (Decrease) Excluding F/X Effects
	2004			2003			$			%		$			%
Europe (UGC Europe):
UPC Broadband
The Netherlands	$	519,948		$	430,620		$	89,328		20.7	%	$	41,340		9.6	%
Austria		221,780			189,880			31,900		16.8	%		11,393		6.0	%
France (other than Noos)		94,164			84,435			9,729		11.5	%		1,013		1.2	%
France (Noos)		88,686			—			88,686		—			88,686		—
Norway		81,134			69,978			11,156		15.9	%		8,397		12.0	%
Sweden		64,315			54,867			9,448		17.2	%		3,402		6.2	%
Belgium		27,243			23,071			4,172		18.1	%		1,661		7.2	%
Total Western Europe		1,097,270			852,851			244,419		28.7	%		155,892		18.3	%
Hungary		155,666			121,300			34,366		28.3	%		21,349		17.6	%
Poland		76,687			63,200			13,487		21.3	%		11,250		17.8	%
Czech Republic		58,438			45,775			12,663		27.7	%		8,331		18.2	%
Slovak Republic		23,837			18,634			5,203		27.9	%		2,217		11.9	%
Romania		18,775			14,441			4,334		30.0	%		4,462		30.9	%
Total Central and Eastern Europe		333,403			263,350			70,053		26.6	%		47,609		18.1	%
Corporate and other		18,722			23,043			(4,321	)	(18.8	)%		(6,037	)	(26.2	)%
Total UPC Broadband		1,449,395			1,139,244			310,151		27.2	%		197,464		17.3	%
chellomedia
Priority Telecom		86,794			89,998			(3,204	)	(3.6	)%		(11,250	)	(12.5	)%
Media		91,140			72,251			18,889		26.1	%		10,549		14.6	%
Investments		640			331			309		93.4	%		248		74.9	%
Total chellomedia		178,574			162,580			15,994		9.8	%		(453	)	(0.3	%)
Intercompany eliminations		(102,166	)		(93,627	)		(8,539	)	(9.1	)%		843		0.9	%
Total Europe		1,525,803			1,208,197			317,606		26.3	%		197,854		16.4	%
Latin America:
Broadband
Chile (VTR)		216,537			161,667			54,870		33.9	%		25,382		15.7	%
Brazil, Peru and other		5,830			5,794			36		0.6	%		36		0.6	%
Total Latin America		222,367			167,461			54,906		32.8	%		25,418		15.2	%
Corporate and other		2,707			8			2,699		—			2,699		—
Total UGC	$	1,750,877		$	1,375,666		$	375,211		27.3	%	$	225,971		16.4	%
Less Noos							$	(88,686	)	—		$	(88,686	)	—
Total UGC, excluding Noos							$	286,525		20.8	%	$	137,285		10.0	%

Page 10 of 17

Operating Cash Flow

The following tables provide an analysis of our Operating Cash Flow by business segment for the three and nine months ended September 30, 2004 compared to the same periods in the prior year (in thousands, except percentages). The first two columns present our consolidated Operating Cash Flow for each comparative period. The third and fourth columns present the U.S dollar change and percent change, respectively, from period to period. The fifth and sixth columns present the U.S. dollar change and percent change, respectively, after removing foreign currency translation effects. These columns demonstrate what the Operating Cash Flow change would have been had exchange rates remained the same in 2004 as the comparative period in the prior year. These amounts are based on the Euro for the Netherlands, Austria, France, Belgium, chellomedia, UGCE corporate and other, Norwegian Krone for Norway, Swedish Krona for Sweden, Hungarian Forint for Hungary, Polish Zloty for Poland, Czech Koruna for Czech Republic, Slovak Koruna for Slovak Republic, Romanian Leu for Romania, Chilean Peso for Chile, and U.S. dollars for Brazil, Peru and other UGC Corporate.

	Operating Cash Flow for the Three Months Ended September 30,
							Increase (Decrease)					Increase (Decrease) Excluding F/X Effects
	2004			2003			$			%		$			%
Europe (UGC Europe):
UPC Broadband
The Netherlands	$	93,596		$	78,608		$	14,988		19.1	%	$	7,546		9.6	%
Austria		28,221			25,830			2,391		9.3	%		232		0.9	%
France (other than Noos)		4,945			5,651			(706	)	(12.5	)%		(1,130	)	(20.0	)%
France (Noos)		17,777			—			17,777		—			17,777		—
Norway		9,680			7,402			2,278		30.8	%		1,665		22.5	%
Sweden		8,762			8,249			513		6.2	%		(198	)	(2.4	)%
Belgium		4,396			2,811			1,585		56.4	%		1,254		44.6	%
Total Western Europe		167,377			128,551			38,826		30.2	%		27,146		21.1	%
Hungary		20,810			14,574			6,236		42.8	%		3,906		26.8	%
Poland		9,987			5,645			4,342		76.9	%		3,534		62.6	%
Czech Republic		9,969			6,910			3,059		44.3	%		2,128		30.8	%
Slovak Republic		3,507			2,175			1,332		61.2	%		948		43.6	%
Romania		3,051			1,992			1,059		53.2	%		1,121		56.3	%
Total Central and Eastern Europe		47,324			31,296			16,028		51.2	%		11,637		37.2	%
Corporate and other		(14,950	)		(16,756	)		1,806		10.8	%		2,765		16.5	%
Total UPC Broadband		199,751			143,091			56,660		39.6	%		41,548		29.0	%
Chellomedia
Priority Telecom		4,011			3,780			231		6.1	%		(83	)	(2.2	)%
Media		10,129			8,264			1,865		22.6	%		1,033		12.5	%
Investments		(152	)		22			(174	)	(790.9	)%		10		45.5	%
Total chellomedia		13,988			12,066			1,922		15.9	%		960		8.0	%
Total Europe		213,739			155,157			58,582		37.8	%		42,508		27.4	%
Latin America:
Broadband
Chile (VTR)		25,925			18,929			6,996		37.0	%		4,600		24.3	%
Brazil, Peru and other		41			44			(3	)	(6.8	)%		(3	)	(6.8	)%
Total Latin America		25,966			18,973			6,993		36.9	%		4,597		24.2	%
Corporate and other		1,998			(2,764	)		4,762		172.3	%		4,762		172.3	%
Total UGC	$	241,703		$	171,366		$	70,337		41.0	%	$	51,867		30.3	%
Less Noos							$	(17,777	)	—		$	(17,777	)	—
Total UGC, excluding Noos							$	52,560		30.7	%	$	34,090		19.9	%

Page 11 of 17

	Operating Cash Flow for the Nine Months Ended September 30,
							Increase (Decrease)					Increase (Decrease) Excluding F/X Effects
	2004			2003			$			%		$			%
Europe (UGC Europe):
UPC Broadband
The Netherlands	$	267,097		$	188,528		$	78,569		41.7	%	$	54,296		28.8	%
Austria		86,489			73,288			13,201		18.0	%		5,350		7.3	%
France (other than Noos)		10,508			8,709			1,799		20.7	%		845		9.7	%
France (Noos)		17,777			—			17,777		—			17,777		—
Norway		27,338			19,345			7,993		41.3	%		7,100		36.7	%
Sweden		25,929			23,091			2,838		12.3	%		439		1.9	%
Belgium		12,475			8,596			3,879		45.1	%		2,742		31.9	%
Total Western Europe		447,613			321,557			126,056		39.2	%		88,549		27.5	%
Hungary		63,189			46,401			16,788		36.2	%		11,600		25.0	%
Poland		27,398			19,032			8,366		44.0	%		7,556		39.7	%
Czech Republic		26,325			18,473			7,852		42.5	%		5,930		32.1	%
Slovak Republic		10,629			8,207			2,422		29.5	%		1,116		13.6	%
Romania		9,204			5,442			3,762		69.1	%		3,842		70.6	%
Total Central and Eastern Europe		136,745			97,555			39,190		40.2	%		30,044		30.8	%
Corporate and other		(49,748	)		(39,607	)		(10,141	)	(25.6	)%		(5,624	)	(14.2	)%
Total UPC Broadband		534,610			379,505			155,105		40.9	%		112,969		29.8	%
chellomedia
Priority Telecom		11,305			10,128			1,177		11.6	%		152		1.5	%
Media		24,412			17,151			7,261		42.3	%		5,042		29.4	%
Investments		(233	)		(738	)		505		68.4	%		526		71.3	%
Total chellomedia		35,484			26,541			8,943		33.7	%		5,720		21.6	%
Total Europe		570,094			406,046			164,048		40.4	%		118,689		29.2	%
Latin America:
Broadband
Chile (VTR)		74,942			47,884			27,058		56.5	%		16,999		35.5	%
Brazil, Peru and other		236			(44	)		280		100.0	%		280		100.0	%
Total Latin America		75,178			47,840			27,338		57.1	%		17,279		36.1	%
Corporate and other		(4,757	)		(11,018	)		6,261		56.8	%		6,261		56.8	%
Total UGC	$	640,515		$	442,868		$	197,647		44.6	%	$	142,229		32.1	%
Less Noos							$	(17,777	)	—		$	(17,777	)	—
Total UGC, excluding Noos							$	179,870		40.6	%	$	124,452		28.1	%

Page 12 of 17

Supplemental Financial Information:

Revenue

The table below highlights Revenue by segment:

(thousands)	3 months Sep-04			3 months Sep-03			Year/Year Change		9 months Sep-04			9 months Sep-03			Year/Year Change
UPC Broadband - W Europe 1	$	340,859		$	295,074		16	%	$	1,008,584		$	852,851		18	%
UPC Broadband - CEE Europe		116,111			87,878		32	%		333,403			263,350		27	%
Total UPC Broadband		456,970			382,952		19	%		1,341,987			1,116,201		20	%
Chellomedia		61,713			55,540		11	%		178,574			162,580		10	%
VTR		75,096			58,608		28	%		216,537			161,667		34	%
Other 1		(24,002	)		(22,585	)	6	%		(74,907	)		(64,782	)	16	%
Subtotal	$	569,777		$	474,515		20	%	$	1,662,191		$	1,375,666		21	%
Add: Noos		88,686			0		n.a.			88,686			0		n.a.
UGC Consolidated	$	658,463		$	474,515		39	%	$	1,750,877		$	1,375,666		27	%

1. Primarily inter-company eliminations, corporate and other and other Latin America broadband.

The following is provided for informational purposes to highlight revenues in the functional currency of VTR (Chilean Pesos) and the primary functional currency of UGC Europe (Euros), as follows:

(thousands, except for VTR)	3 months Sep-04			3 months Sep-03			Year/Year Change		9 months Sep-04			9 months Sep-03			Year/Year Change
UPC Broadband – W Europe	€	278,652		€	261,850		6	%	€	822,534		€	766,371		7	%
UPC Broadband - CEE Europe		94,920			77,984		22	%		271,954			236,705		15	%
Total UPC Broadband		373,572			339,834		10	%		1,094,488			1,003,076		9	%
Chellomedia		50,450			49,286		2	%		145,598			146,045		0	%
Other 1		(23,394	)		(21,880	)	7	%		(68,048	)		(63,396	)	7	%
Subtotal		400,628			367,240		9	%		1,172,038			1,085,725		8	%
Add: Noos		72,501			0		n.a.			72,501			0		n.a.
UGC Europe – Total	€	473,129		€	367,240		29	%	€	1,244,539		€	1,085,725		15	%
VTR (millions)		CP47,177		CP	40,629		16	%	CP	133,165		CP	115,129		16	%

1. Primarily inter-company eliminations.

Operating Cash Flow

The table below highlights Operating Cash Flow by segment:

(thousands)	3 months Sep-04			3 months Sep-03			Year/Year Change		9 months Sep-04			9 months Sep-03			Year/Year Change
UPC Broadband – W Europe	$	149,600		$	128,551		16	%	$	429,836		$	321,557		34	%
UPC Broadband - CEE Europe		47,324			31,296		51	%		136,745			97,555		40	%
Total UPC Broadband		196,924			159,847		23	%		566,581			419,112		35	%
Chellomedia		13,988			12,066		16	%		35,484			26,541		34	%
VTR Broadband		25,925			18,929		37	%		74,942			47,884		57	%
Other 1		(12,911	)		(19,476	)	-34	%		(54,269	)		(50,669	)	7	%
Subtotal	$	223,926		$	171,366		31	%	$	622,738		$	442,868		41	%
Add: Noos		17,777			0		n.a.			17,777			0		n.a.
UGC Consolidated - as reported	$	241,703		$	171,366		41	%	$	640,515		$	442,868		45	%
EBITDA Margin (% of revenues)		36.7	%		36.1	%	2	%		36.6	%		32.2	%	14	%
EBITDA Margin (without Noos)		39.3	%		36.1	%	9	%		37.5	%		32.2	%	16	%

1. Primarily inter-company eliminations, corporate and other and other Latin America broadband.

The following is provided for informational purposes to highlight Operating Cash Flow in the functional currency of VTR (Chilean Pesos) and the primary functional currency of UGC Europe (Euros), as follows:

(thousands, except for VTR)	3 months Sep-04			3 months Sep-03			Year/Year Change		9 months Sep-04			9 months Sep-03			Year/Year Change
UPC Broadband – W Europe	€	122,331		€	114,159		7	%	€	350,479		€	288,414		22	%
UPC Broadband - CEE Europe		38,700			27,678		40	%		111,500			87,500		27	%
Total UPC Broadband		161,031			141,837		14	%		461,979			375,914		23	%
Chellomedia		11,432			10,491		9	%		28,933			23,805		22	%
Other 1		(12,235	)		(14,646	)	-16	%		(40,565	)		(35,523	)	14	%
Subtotal	€	160,228		€	137,682		16	%	€	450,347		€	364,196		24	%
Add: Noos		14,495			0		n.a.			14,495			0		n.a.
UGCE Total	€	174,723		€	137,682		27	%	€	464,842		€	364,196		28	%
EBITDA Margin (% of revenues)		36.9	%		37.5	%	-1	%		37.4	%		33.5	%	11	%
EBITDA Margin (without Noos)		40.0	%		37.5	%	7	%		38.4	%		33.5	%	15	%
VTR (in millions)	CP	16,299		CP	13,110		24	%	CP	46,067		CP	33,986		36	%
EBITDA Margin (% of revenues)		34.5	%		32.3	%	7	%		34.6	%		29.5	%	17	%

1. Primarily inter-company eliminations.

Page 13 of 17

Operating Cash Flow Definition and Reconciliation

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 the accompanying condensed 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.

We are unable to provide a reconciliation of forecasted Operating Cash Flow to the most directly comparable GAAP measure, net income, 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.

The table below highlights the reconciliation of Operating Cash Flow to Net income (loss):

(thousands)	3 months Sep-04			3 months Sep-03			9 months Sep-04			9 months Sep-03
Total segment Operating Cash Flow	$	241,703		$	171,366		$	640,515		$	442,868
Depreciation and amortization		(235,186	)		(192,002	)		(667,298	)		(598,207	)
Impairment of long-lived assets		25			441			(16,598	)		441
Restructuring charges		(1,824	)		18			(10,749	)		(6,886	)
Stock-based compensation		(12,178	)		(14,261	)		(63,894	)		(28,647	)
Operating income (loss)		(7,460	)		(34,438	)		(118,024	)		(190,431	)
Interest expense, net		(53,616	)		(71,247	)		(187,806	)		(253,210	)
Foreign currency exchange gain (loss), net		21,771			(269,598	)		(7,061	)		175,890
Loss on derivative instruments		(16,838	)		(103	)		(14,512	)		(11,497	)
Gain (loss) on sale of investments in affiliates and other assets, net		(1,174	)		(283	)		(1,574	)		281,321
Gain on extinguishment of debt		—			2,109,596			35,787			2,183,997
Other income (expense), net		302			(7,935	)		830			(41,658	)
Income (loss) before income taxes and other items		(57,015	)		1,725,992			(292,360	)		2,144,412
Other, net		(13,195	)		11,117			(22,386	)		231,650
Net income (loss)	$	(70,210	)	$	1,737,109		$	(314,746	)	$	2,376,062

Free Cash Flow Definition and Reconciliation

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.

The table below highlights the reconciliation of net cash flows from operating activities and Free Cash Flow:

(thousands)	3 months Sep-04			3 months Sep-03			Year/Year Change		9 months Sep-04			9 months Sep-03			Year/Year Change
Net cash flows from operating activities	$	175,064		$	98,701		77	%	$	473,347		$	273,441		73	%
Capital expenditures		(116,696	)		(94,755	)	23	%		(292,557	)		(227,698	)	28	%
Free cash flow	$	58,368		$	3,946		1379	%	$	180,790		$	45,743		295	%

Page 14 of 17

The following table is provided for informational purposes only to highlight revenue and Operating Cash Flow of UPC Distribution, B.V. (UPCD). UPCD is the borrower of record on our European Credit Facility.

UPCD Segment Tables Nine Months Ended September 30, 2004

	Three Months Ended September 30, 2004		Nine Months Ended September 30, 2004
	(in thousands of Euros)
Revenue
Triple Play:
The Netherlands	146,320		424,005
Austria	59,283		180,889
Belgium	7,517		22,219
Czech Republic	16,059		47,659
Norway	22,180		66,204
Hungary	43,487		126,971
France	26,076		76,785
Noos	72,475		72,475
Poland	23,295		62,604
Sweden	17,277		52,433
Slovak	6,514		19,438
Romania	5,488		15,762
Eliminations / Other	101		(455	)
Total Triple Play UPC Broadband	446,072		1,166,989
Other	5,452		15,264
Total UPC Broadband	451,524		1,182,253
Other	—		—
Total UPCD	451,524		1,182,253
	Three Months Ended September 30, 2004		Nine Months Ended September 30 2004
	(in thousands of Euros)
Operating Cash Flow
Triple Play:
The Netherlands	76,578		217,830
Austria	22,946		70,384
Belgium	3,595		10,172
Czech Republic	8,149		21,465
Norway	7,948		22,324
Hungary	17,020		51,522
France	4,071		8,600
Noos	14,621		14,621
Poland	8,041		22,216
Sweden	7,193		21,169
Slovak	2,869		8,667
Romania	2,401		7,318
Eliminations / Other	94		186
Total Triple Play UPC Broadband	175,526		476,474
Corporate	(19,746	)	(54,861	)
Other	7,510		14,296
Total UPC Broadband	163,290		435,909
Corporate and Other	6,539		19,980
Total UPCD	169,829		455,889

The revenue and Operating Cash Flow of UPCD for the nine months period ended September 30, 2004 include nine months of UPC Poland and three months of Noos. UPC Poland and Noos were transferred into UPCD in July 2004. The Operating Cash Flow of UPCD for the nine and three months ended September 30, 2004 excludes corporate costs, which primarily relates to costs on a programming agreement.

The above selected historic financial data of UPCD (the “Unaudited Data”) contained herein are unaudited, were not reviewed by the Company’s certified public accountants and are subject to possible adjustments. The Unaudited Data represent management accounts prepared by the management of the Company. While presented with numerical specificity, the Unaudited Data were not prepared with a view to public disclosure. As such, the Unaudited Data should not be relied on, although management believes that the Unaudited Data is accurate.

Page 15 of 17

Consolidated Operating Statistics

The table below shows operating statistics for UGC on a consolidated basis (excluding Noos):¹

	As of Sep-04			As of Jun-04			As of Mar-04			As of Dec-03			As of Sep-03			Growth vs. 2Q04		Growth vs. 4Q03		Growth vs. 3Q03
Video
Homes Passed		12,338,500			12,323,500			12,288,800			12,260,100			12,166,600		15,000		78,400		171,900
Basic Analog Subscribers		7,139,400			7,132,000			7,135,600			7,142,500			7,103,000		7,400		(3,100	)	36,400
Basic Penetration		57.9	%		57.9	%		58.1	%		58.3	%		58.4	%
Quarterly Net Basic Subscriber Change		7,400			(3,600	)		(6,900	)		39,500			13,400
Digital Subscribers		229,500			201,300			167,600			145,200			139,200		28,200		84,300		90,300
Digital Penetration		1.9	%		1.6	%		1.4	%		1.2	%		1.1	%
Quarterly Net Digital Subscriber Change		28,200			33,700			22,400			6,000			3,200
DTH Subscribers		213,800			213,800			204,100			196,900			166,100		—		16,900		47,700
Broadband Internet
Broadband Internet Homes Serviceable		7,484,900			7,326,900			7,127,100			7,045,000			6,789,200		158,000		439,900		695,700
Broadband Internet Subscribers		1,095,000			1,031,000			983,300			922,700			866,500		64,000		172,300		228,500
Penetration		14.6	%		14.1	%		13.8	%		13.1	%		12.8	%
Quarterly Net Subscriber Change		64,000			47,700			60,600			56,200			42,400
Telephone
Telephone Homes Serviceable		4,507,400			4,488,500			4,467,700			4,467,800			4,437,600		18,900		39,600		69,800
Telephone Subscribers		761,000			756,700			741,800			732,800			717,700		4,300		28,200		43,300
Penetration		16.9	%		16.9	%		16.6	%		16.4	%		16.2	%
Quarterly Net Subscriber Change		4,300			14,900			9,000			15,100			13,700
Total RGUs		9,438,700			9,334,800			9,232,400			9,140,100			8,992,500		103,900		298,600		446,200
Quarterly Net Subscriber Change		103,900			102,400			92,300			147,600			78,700
ARPU per RGU 2	$	18.96		$	18.50		$	18.69		$	17.72		$	16.52		2.5	%	7.0	%	14.8	%
Constant ARPU per RGU 3	$	18.96		$	18.75		$	18.16		$	18.14		$	17.96		1.1	%	4.5	%	5.6	%
Customer Relationships		7,645,300			7,633,200			7,625,000			7,624,300			n.a.		12,100		21,000		n.a.
ARPU per Customer Relationship 4	$	23.30		$	22.51		$	22.52			n.a.			n.a.		3.5	%	n.a.		n.a.
Constant ARPU per Customer Relationship 5	$	23.30		$	22.81		$	21.88			n.a.			n.a.		2.1	%	n.a.		n.a.
RGUs by region:
Europe (UGC Europe)		8,433,100			8,358,400			8,286,200			8,214,900			8,101,300		74,700		218,200		331,800
Chile (VTR)		973,700			944,700			914,600			894,000			859,700		29,000		79,700		114,000
Other		31,900			31,700			31,600			31,200			31,500		200		700		400
Total RGUs		9,438,700			9,334,800			9,232,400			9,140,100			8,992,500		103,900		298,600		446,200

1. Please refer to page 12 for definitions regarding the Consolidated Operating Statistics.

2. ARPU per RGU 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.

3. Constant ARPU per RGU is calculated as follows: average monthly broadband revenue converted at the same average exchange rates for the three months ended September 30, 2004 for each period as indicated, divided by the average of the opening and closing RGUs for the period.

4. ARPU per Customer Relationship is calculated as follows: average monthly broadband revenue for the period as indicated, divided by the average of the opening and closing Customer Relationships for the period.

5. Constant ARPU per Customer Relationship is calculated as follows: average monthly broadband revenue converted at the same average exchange rates for the three months ended September 30, 2004 for each period as indicated, divided by the average of the opening and closing Customer Relationships for the period.

Capital Expenditures Update

The table below highlights our capital expenditures per NCTA cable industry guidelines:

(thousands)	3 months Sep-04			3 months Sep-03			9 months Sep-04			9 months Sep-03
Customer Premises Equipment	$	35,193		$	28,009		$	101,673		$	73,626
Commercial		—			—			—			—
Scaleable Infrastructure		17,214			12,767			45,889			24,121
Line Extensions		10,317			19,622			19,590			51,466
Upgrade/Rebuild		13,597			6,780			30,835			15,506
Support Capital		19,642			23,755			60,008			50,533
Noos		8,986			—			8,986			—
Intangibles & Other		11,747			3,822			25,576			12,446
Total Capital Expenditures	$	116,696		$	94,755		$	292,557		$	227,698
Capital Expenditures (% of Revenue)		17.7	%		20.0	%		16.7	%		16.6	%

Page 16 of 17

	Consolidated Operating Data September 30, 2004
	Homes in Service Area	Homes Passed	Two-way Homes Passed	Customer Relationships	Total RGUs	Video
						Analog Cable Subscribers	DTH Subscribers	Digital Cable Subscribers	Analog Cable Penetration
	(1)	(2)(14)	(3)(14)	(4)(13)(15)	(5)(15)(16)	(6)(15)(16)	(7)(16)	(8)(16)
Europe:
The Netherlands	2,643,400	2,614,800	2,413,700	2,288,600	2,885,100	2,285,000	—	56,800	87.4	%
Austria	1,081,400	930,400	927,100	562,100	901,700	490,600	—	31,300	52.7	%
France (other than Noos)	2,656,600	1,395,800	706,900	502,400	624,000	470,800	—	59,800	33.7	%
France (Noos)	3,662,400	3,171,600	2,547,300	1,093,900	1,698,300	1,037,200	—	456,300	32.7	%
Norway	529,000	485,600	239,300	340,600	443,200	340,600	—	34,400	70.1	%
Sweden	770,000	421,600	275,900	287,300	404,900	287,300	—	40,800	68.1	%
Belgium	530,000	155,100	155,100	147,900	163,500	134,300	—	—	86.6	%
Total Western Europe	11,872,800	9,174,900	7,265,300	5,222,800	7,120,700	5,045,800	—	679,400	55.0	%
Poland	1,879,800	1,879,800	534,400	985,400	1,024,000	983,100	—	—	52.3	%
Hungary	1,170,400	1,000,000	658,800	873,500	958,600	712,500	120,900	—	71.3	%
Czech Republic	913,000	726,700	311,300	375,600	394,400	289,600	76,100	—	39.9	%
Romania	659,600	458,400	3,900	339,600	339,700	339,600	—	—	74.1	%
Slovak Republic	517,800	405,200	162,600	289,700	294,000	277,100	12,000	—	68.4	%
Total Central and Eastern Europe	5,140,600	4,470,100	1,671,000	2,863,800	3,010,700	2,601,900	209,000	—	58.2	%
Total Europe	17,013,400	13,645,000	8,936,300	8,086,600	10,131,400	7,647,700	209,000	679,400	56.0	%
Latin America:
Chile	2,350,000	1,782,900	1,059,500	623,400	973,700	507,500	4,800	—	28.5	%
Brazil	746,300	15,400	15,400	15,400	16,400	9,000	—	6,400	58.4	%
Peru	203,800	66,800	30,300	13,800	15,500	12,400	—	—	18.6	%
Total Latin America	3,300,100	1,865,100	1,105,200	652,600	1,005,600	528,900	4,800	6,400	28.4	%
Grand Total	20,313,500	15,510,100	10,041,500	8,739,200	11,137,000	8,176,600	213,800	685,800	52.7	%

	September 30, 2004
	Internet				Telephone
	Homes Serviceable	Subscribers	Penetration		Homes Serviceable	Subscribers	Penetration
	(9)(14)	(10)(16)			(11)	(12)(16)
Europe:
The Netherlands	2,413,700	379,600	15.7	%	1,614,800	163,700	10.1	%
Austria	927,100	228,200	24.6	%	906,600	151,600	16.7	%
France (other than Noos)	706,900	31,000	4.4	%	706,900	62,400	8.8	%
France (Noos)	2,547,300	204,800	8.0	%	—	—	0.0	%
Norway	239,300	45,300	18.9	%	147,600	22,900	15.5	%
Sweden	275,900	76,800	27.8	%	—	—	0.0	%
Belgium	155,100	29,200	18.8	%	—	—	0.0	%
Total Western Europe	7,265,300	994,900	13.7	%	3,375,900	400,600	11.9	%
Poland	534,400	40,900	7.7	%	—	—	0.0	%
Hungary	658,800	61,100	9.3	%	87,200	64,100	73.5	%
Czech Republic	311,300	28,700	9.2	%	—	—	0.0	%
Romania	1,300	100	7.7	%	—	—	0.0	%
Slovak Republic	155,900	4,900	3.1	%	—	—	0.0	%
Total Central and Eastern Europe	1,661,700	135,700	8.2	%	87,200	64,100	73.5	%
Total Europe	8,927,000	1,130,600	12.7	%	3,463,100	464,700	13.4	%
Latin America:
Chile	1,059,500	165,100	15.6	%	1,044,300	296,300	28.4	%
Brazil	15,400	1,000	6.5	%	—	—	0.0	%
Peru	30,300	3,100	10.2	%	—	—	0.0	%
Total Latin America	1,105,200	169,200	15.3	%	1,044,300	296,300	28.4	%
Grand Total	10,032,200	1,299,800	13.0	%	4,507,400	761,000	16.9	%

(1) “Homes in Service Area” are homes that can potentially be served in the areas we operate, based on census data and other market information.

(2) “Homes Passed” are homes that can be connected to our broadband network without further extending the distribution plant.

(3) “Two-way Homes Passed” are homes passed by our network where customers can request and receive the installation of a two-way addressable set-top computer, cable modem, transceiver and/or voice port which, in most cases, allows for the provision of video, telephone and Internet services.

(4) “Customer Relationships” are the number of customers who receive at least one level of service (video/telephone/broadband Internet) without regard to which service(s) they subscribe.

(5) “Revenue Generating Unit” is separately an Analog Cable Subscriber, DTH Subscriber, Digital Cable Subscriber, Broadband Internet Subscriber or Telephone 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, telephone service and high-speed broadband Internet access service, the customer would constitute four RGUs. “Total RGUs” is the sum of Analog, DTH, Digital Cable, Broadband Internet and Telephone Subscribers.

(6) “Analog Cable Subscriber” is comprised of basic analog customers and lifeline customers that are counted on a per connection basis. The lifeline tier is the least expensive regulated tier of our video services, containing only a few channels. Commercial contracts such as hotels and hospitals are counted on an equivalent bulk unit (“EBU”) basis. EBU is calculated by dividing the bulk price charged to accounts in an area by the most prevalent price charged to non-bulk residential customers in that market for the comparable tier of service. Non-paying subscribers are counted as subscribers during their free promotional or service period. Some of these customers may choose to disconnect after their free service period.

(7) “DTH Subscriber” is a home or commercial unit that receives our video programming broadcast directly to the home via geosynchronous satellites.

(8) “Digital Cable Subscriber” is a home or commercial unit connected to our distribution network with one or more digital converter boxes that receives our digital video service. A Digital Cable Subscriber is also counted as an Analog Cable Subscriber.

(9) “Broadband Internet Homes Serviceable” are homes that can be connected to our broadband network where customers can request and receive broadband Internet access services.

(10) “Broadband Internet Subscriber” is a home or commercial unit with one or more cable modems connected to our broadband network, where a customer has requested and is receiving high-speed Internet access services.

(11) “Telephone Homes Serviceable” are homes that can be connected to our broadband network (or twisted pair network in Hungary), where customers can request and receive voice services.

(12) “Telephone Subscriber” is a home or commercial unit connected to our broadband network (or twisted pair network in Hungary), where a customer has requested and is receiving voice services.

(13) As of December 31, 2003, certain analog cable customers in The Netherlands that also received our broadband Internet services were counted as two separate customer relationships, due to the nature of our billing arrangement (cable through the local utility company and broadband Internet directly by UGC Europe). As of June 30, 2004, we count customers in this situation as one customer relationship. Had this methodology been applied to the December 31, 2003 data, the previously reported 2,403,000 customer relationships in the Netherlands would have been 2,316,900.

(14) Included in analog cable subscribers are multi-channel multi-point distribution system (“MMDS”) subscribers that receive our video service through microwave transmissions and are not part of our wireline network. Total MMDS subscribers represent less than 1% of our total analog video subscriber base. Previously we counted nil homes passed for MMDS subscribers in Chile and one home passed for every line-of-sight home in Brazil. As of June 30, 2004, we count one home passed for every MMDS customer. The impact of this change was a net reduction of 461,700 homes passed from the figures previously reported.

(15) Prior to June 30, 2004, we inadvertently counted certain commercial contracts in the Netherlands on a per connection basis rather than an EBU basis. The impact of this change on the figures previously reported was a net reduction in the number of customer relationships and analog cable subscribers of 8,900 and 9,400, respectively.

(16) Prior to September 30, 2004, we counted certain customers in Europe receiving our analog, DTH, digital, Internet and telephone service for free as subscribers. The impact of this change on the analog, DTH, digital, Internet and telephone subscribers from the figures previously reported was 3,200, 400, 500, 1,000 and 200, respectively.

Page 17 of 17