Acquisitions and Discontinued Operation

Acquisition of Ziggo

On January 27, 2014, we reached an agreement (the Ziggo Merger Agreement) on an offer to acquire all of the shares of Ziggo N.V. (Ziggo) that we did not already own (the Ziggo Offer) in a share and cash transaction. The Ziggo Offer expired on November 4, 2014, with approximately 67.2% of the issued and outstanding shares of Ziggo being tendered. The Ziggo shares tendered pursuant to the Ziggo Offer plus the Ziggo shares already owned by us represent approximately 87.9% of the outstanding shares of Ziggo. All conditions for completion of the Ziggo Offer have been satisfied or waived, and we declared the Ziggo Offer unconditional on November 5, 2014. Under the terms of the Ziggo Offer, Ziggo shareholders who tendered their Ziggo shares into the Ziggo Offer will receive an offer price of (i) 0.2282 Class A ordinary shares of Liberty Global, (ii) 0.5630 Class C ordinary shares of Liberty Global and (iii) €11.00 ($13.89) in cash for each Ziggo share that they tendered. Payment and delivery of the offer price to tendering Ziggo shareholders is expected to occur on November 11, 2014. Additionally, we have announced a post-closing acceptance period, beginning on November 6, 2014 and ending on November 19, 2014, during which Ziggo shareholders who did not tender their shares during the original Ziggo Offer may tender their Ziggo shares for immediate acceptance at the same offer price indicated above.

In connection with the completion of the Ziggo Offer, we obtained regulatory clearance from the European Commission on October 10, 2014, which clearance is subject to the following commitments:


•	our commitment to divest our Film1 channel to a third party and to carry Film1 on Ziggo’s network for a period of three years; and

•

our commitment for a period of eight years with respect to our network in the Netherlands (i) not to enforce certain clauses currently contained in carriage agreements with broadcasters that restrict the ability of broadcasters to offer their channels and content via over-the-top services, (ii) not to enter into carriage agreements containing such clauses and (iii) to maintain adequate interconnection capacity through at least three uncongested routes into our network in the Netherlands, at least one of which must be with a large transit provider.

2013 Acquisition of Virgin Media

On June 7, 2013, pursuant to an Agreement and Plan of Merger (the Virgin Media Merger Agreement) with Virgin Media and following receipt of regulatory and shareholder approvals, we acquired Virgin Media in a stock and cash merger (the Virgin Media Acquisition). For accounting purposes, the Virgin Media Acquisition was treated as the acquisition of Virgin Media by Liberty Global and the total equity and cash consideration paid to acquire Virgin Media was $14.1 billion.

Pro Forma Information

The following unaudited pro forma condensed consolidated operating results for the nine months ended September 30, 2013 give effect to the Virgin Media Acquisition as if it had been completed as of January 1, 2013. These pro forma amounts are not necessarily indicative of the operating results that would have occurred if this transaction had occurred on such date. The pro forma adjustments are based on certain assumptions that we believe are reasonable.



	Nine months ended September 30, 2013
	in millions, except per share amount
Revenue:
Continuing operations	$	12,771.1
Discontinued operation	294.6
Total	$	13,065.7

Net loss attributable to Liberty Global shareholders	$	(1,178.5	)
Basic and diluted loss attributable to Liberty Global shareholders per share	$	(1.48	)

Discontinued Operation

On January 31, 2014, we completed the sale of the Chellomedia Disposal Group to AMC Networks Inc. for €750.0 million ($1,013.1 million at the applicable rate) in cash (the Chellomedia Transaction). Accordingly, the Chellomedia Disposal Group is reflected as a discontinued operation in our condensed consolidated statements of operations and cash flows for all periods presented. In connection with the sale of the Chellomedia Disposal Group, we recognized a pre-tax gain of $342.2 million during the nine months ended September 30, 2014. This pre-tax gain is net of a $64.0 million cumulative foreign currency translation loss, which was reclassified to net loss from accumulated other comprehensive earnings. The associated income tax expense of $9.5 million differs from the amount computed by applying the U.K. statutory income tax rate in effect at the time of 21.5% due primarily to the fact that (i) the transaction was not subject to taxation in the U.K. and (ii) most elements of the transaction were not subject to taxation in the Netherlands or the U.S. The net after-tax gain of $332.7 million for the nine months ended September 30, 2014 is included in gain on disposal of discontinued operations, net of taxes, in our condensed consolidated statement of operations.

The operating results of the Chellomedia Disposal Group for the three months ended September 30, 2013 and the nine months ended September 30, 2014 and 2013 are summarized in the following table:



	Three months ended September 30, 2013			Nine months ended September 30,
	Three months ended September 30, 2013			2014 (a)			2013
	in millions

Revenue	$	94.7		$	26.6		$	294.6
Operating income (loss)	$	0.7		$	0.6		$	(2.0	)
Earnings (loss) before income taxes and noncontrolling interests	$	(5.2	)	$	0.9		$	(4.8	)
Income tax expense	$	(5.6	)	$	(0.1	)	$	(8.4	)
Earnings (loss) from discontinued operation attributable to Liberty Global shareholders, net of taxes	$	(11.6	)	$	0.8		$	(14.3	)

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(a)	Includes the operating results of the Chellomedia Disposal Group through January 31, 2014, the date the Chellomedia Disposal Group was sold.