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Filed by UnitedGlobalCom, Inc. pursuant to
Rule 425 under the Securities Act of 1933

Subject Company: UGC Europe, Inc.
Commission File No. 333-109496

For Immediate Release

         GRAPHIC


UGC Announces Third Quarter Results

Total RGUs Exceed 9.0 million

Quarterly Adjusted EBITDA Increased 102% to $171 Million

        Denver, Colorado—November 13, 2003:    UnitedGlobalCom, Inc. (UGC or the Company) (NASDAQ: UCOMA) today announced its operating and financial results for the quarter ended September 30, 2003. UGC's significant and consolidated operating subsidiaries include UGC Europe, Inc. (UGC Europe) (NASDAQ: UGCE), a leading pan-European broadband communications company; and VTR GlobalCom S.A. (VTR), the largest broadband communications provider in Chile.

Third Quarter Highlights

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(1)
In July 2002, UPC sold 22.3% of its interest in UPC Germany to its partner. As a result, UPC's ownership decreased to 28.7% of UPC Germany and it was deconsolidated effective August 1, 2002.

(2)
Adjusted EBITDA is not a GAAP measure. "EBITDA" is an acronym for earnings before interest, taxes, depreciation and amortization. As we use the term, Adjusted EBITDA further removes the effects of cumulative effects of accounting changes, share in results of affiliates, minority interests in subsidiaries, reorganization expense, other income and expense, gain on extinguishment of debt, gain (loss) on sale of investments in affiliates and other assets, foreign currency exchange gain (loss), impairment and restructuring charges, and stock-based compensation. Please refer to the reconciliation of Adjusted EBITDA with Net Income (Loss). See notes at end of release for more information on Adjusted EBITDA.

(3)
Revenue Generating Units ("RGUs") represent the sum of analog cable, digital, Internet, voice and DTH subscribers.

(4)
Video subscribers consist of analog cable, digital cable and DTH subscribers.

•
Voice and Internet subscribers at September 30, 2003 were nearly 1.6 million, a 16% increase or 215,200 from September 30, 2002. On a sequential basis from June 30, 2003, voice and Internet subscribers increased 56,100.

Management Comments

        Gene Schneider, Chairman and CEO of UGC, said, "We are very pleased to announce another record quarter for the company, including over $171 million of adjusted EBITDA. Several other important milestones were achieved during the period, most importantly the completion of our European balance sheet restructuring. UGC also launched an exchange offer for the balance of the shares in our subsidiary UGC Europe that we do not already own (approximately 33%). We believe this transaction is in the best interests of both UGC and UGCE shareholders and, as disclosed, we expect to complete the exchange offer in mid-December."

        Mike Fries, President and COO of UGC, added, "The third quarter represented a return to normalized subscriber growth in both Europe and Chile. During the three months we added over 78,000 RGUs, including over 42,000 Internet customers. These trends have continued through the fourth quarter with net subscriber additions of 28,000 in Europe and 10,000 in Chile through November 1, 2003. Just as significant, our performance in the quarter, together with the completion of our European restructuring, has brought our consolidated debt to adjusted EBITDA ratio to approximately 5.3x on a last quarter annualized basis. By all accounts, we sit in a very strong financial and operating position and currently expect to meet our key guidance targets for 2003.

UGC Recent Events

        UGC Announces Tender Offer:    On October 6, 2003, UGC announced that it had commenced an exchange offer for all of the outstanding shares of UGC Europe which it does not own. UGC currently owns 66.75% of the outstanding shares of UGC Europe common stock. On November 12, 2003, UGC announced revised terms to the exchange offer. Pursuant to the revised terms, UGC is offering to exchange 10.3 shares of its Class A common stock for each share of UGC Europe common stock that it does not own (approximately 16.6 million shares). The exchange offer is conditioned, among other things, upon the tender of a sufficient number of shares of UGC Europe common stock such that,

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upon completion of the exchange offer, UGC will own at least 90% of the outstanding common stock of UGC Europe. If the exchange offer is successfully completed, UGC will effect a "short-form" merger of UGC Europe, by which UGC would acquire the remaining shares of UGC Europe for the same consideration as in the exchange offer. The exchange offer is scheduled to expire on December 18, 2003. In connection with the exchange offer, UGC's majority shareholder, Liberty Media Corporation ("Liberty"), has agreed to certain limitations on the exercise of its preemptive rights to acquire additional shares of UGC Class A common stock upon the closing of the exchange offer.

        Restructuring of Old UGC:    UGC's wholly-owned subsidiary, Old UGC, Inc. ("Old UGC"), which principally owns the company's interests in Latin America and Australia, has reached an agreement in principle with certain of its creditors, including UGC and IDT United, Inc. (in which UGC has a 93.7% fully diluted interest and a 33.3% common equity interest), on the economic terms for the restructure of Old UGC's outstanding 10.75% Senior Discount Notes ("Old UGC Notes) and expects to formalize a restructuring proposal shortly.

        The outstanding principal balance of the Old UGC Notes is $1.262 billion. Of this amount, UGC holds $638 million directly and has an interest in another $599 million indirectly through IDT United. Third parties hold approximately $25 million of the Old UGC Notes. UGC expects that the proposal, if implemented, would result in the acquisition by Old UGC of the Old UGC Notes held by UGC and IDT United for Old UGC common stock. Subject to consummation of such acquisition, UGC expects to acquire the third party interests in IDT United in which case Old UGC would continue to be wholly owned by UGC.

        Restatement Effects Related to UPC Germany Accounting Issue:    UGC consolidated the financial results of UPC Germany prior to July 2002, since UGC Europe held an indirect approximate 51% majority voting equity interest. At the end of July 2002, UGC Europe's ownership interest in UPC Germany was reduced from approximately 51% to approximately 29% as a result of a pre-existing call right held by the minority shareholder, which became exercisable in February 2002 as a result of certain events of default under several of UGC Europe's debt agreements. Accordingly, UGC Europe deconsolidated UPC Germany effective August 1, 2002. Upon deconsolidation, UGC Europe's net negative investment in UPC Germany was €150.3 ($147.9) million. UGC Europe and UGC had previously concluded that generally accepted accounting principles precluded the recognition of a gain upon deconsolidation because there were significant uncertainties regarding the realization of such gain. Based on further analysis, UGC Europe and UGC revised their conclusion, and as such UGC Europe and UGC have restated their consolidated financial statements as of and for the year ended December 31, 2002 to recognize a gain from the reversal of this net negative investment, effective August 1, 2002, and UGC Europe and UGC have restated the unaudited condensed consolidated financial statements for the quarters ended March 31, 2003 and June 30, 2003 for the prospective effects of this gain. This accounting gain will have no impact on UGC Europe's or UGC's reported Adjusted EBITDA, cash flow, or future earnings.

        Founders' transaction update:    On August 19, 2003 certain of our founding stockholders (the "Founders") and Liberty entered into a share exchange agreement pursuant to which the Founders agreed to exchange an aggregate of 8,198,016 shares of Class B common stock (representing all of the outstanding shares of our Class B common stock) for securities of Liberty and cash. This transaction is now expected to close in early January 2004.

Subscribers

        UGC continues to focus on growing its total customer base, particularly in areas where the Company has upgraded its networks to provide broadband services, primarily in Western Europe and Chile. RGUs, increased 3.4% or 298,200 from last year's third quarter to 9.0 million, and increased 78,700 on a sequential basis from June 30, 2003. The following table shows UGC's homes in service

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area, homes passed, and two-way homes passed, as well as a breakdown of subscriber data by product line:

Operating Statistics (000s)
   Q3 '03
   Q2 '03
   Q3 '02
   Q3 '03
vs. Q2 '03
   Q3 '03
vs. Q3 '02
  
Homes in Service Area   16,492   16,321   16,313   1.0 % 1.1 %
Homes Passed   12,600   12,558   12,395   0.3 % 1.7 %
Two-Way Homes Passed   7,280   7,101   6,760   2.5 % 7.7 %

Video Subscribers
 
7,422
 
7,399
 
7,339
 
0.3
%
1.1
%
Voice Subscribers   718   704   683   1.9 % 5.2 %
Internet Subscribers   868   826   688   5.1 % 26.1 %
   
 
 
 
 
 
Total RGU's   9,008   8,929   8,710   0.9 % 3.4 %

        The following table shows a breakdown of UGC's RGU data by division:

RGU Summary by Division (000s)
   Q3 '03
   Q2 '03
   Q3 '02
   Q3 '03
vs. Q2 '03
   Q3 '03
vs. Q3 '02
  
UGC Europe RGUs   8,116   8,074   7,939   0.5 % 2.2 %
VTR RGUs   860   823   740   4.5 % 16.2 %
Other RGUs   32   32   31   0.0 % 2.2 %
   
 
 
 
 
 
Total RGUs   9,008   8,929   8,710   0.9 % 3.4 %

Revenue

        UGC's revenue for the third quarter ended September 30, 2003 was $475 million, an increase of 23%, or $90 million from the same period last year. The increase was due to the appreciation of the euro relative to the U.S. dollar (approximately $53 million), as well as increases in RGUs and average revenue per unit ("ARPU") in both Europe and Chile. The following table shows a breakdown of revenue by segment:

Revenue by Division
(US$ millions)
   Q3 '03
   Q2 '03
   Q3 '02
   Q3 '03
vs. Q2 '03
   Q3 '03
vs. Q3 '02
  
UGC Europe Revenue(1)   $ 413.8   $ 409.2   $ 330.1   1.1 % 25.4 %
VTR Revenue     58.6     54.0     47.2   8.6 % 24.3 %
Other Revenue     2.1     1.9     2.3   5.8 % (11.2 )%
Ongoing Revenue     474.5     465.1     379.6   2.0 % 25.0 %
UPC Germany(2)     —     —     5.1   n.m.   n.m.  
   
 
 
 
 
 
  Total Revenue   $ 474.5   $ 465.1   $ 384.7   2.0 % 23.3 %
(1)
UGC Europe's results for Q3 '02 revised to reflect the deconsolidation of UPC Germany as if it had occurred on January 1, 2002.

(2)
UPC Germany was deconsolidated effective August 1, 2002.

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

Revenue by Division
(Millions)
   Q3 '03
   Q2 '03
   Q3 '02
   Q3 '03
vs. Q2 '03
   Q3 '03
vs. Q3 '02
  
UGC Europe(1)   €367.2   €359.4   €335.6   2.2 % 9.4 %
   
 
 
 
 
 
VTR   CP40,629   CP38,331   CP33,407   6.0 % 21.6 %
   
 
 
 
 
 
1.
UGC Europe's results for Q3 '02 revised to reflect the deconsolidation of UPC Germany as if it had occurred on January 1, 2002.

        The following table provides a summary of ARPU for each entities' functional currency:

Monthly ARPU Summary
   Q3 '03
   Q2 '03
   Q3 '02
   Q3 '03
vs. Q2 '03
   Q3 '03
vs. Q3 '02
  
UGC:                            
Total per RGU(1)   $ 16.49   $ 16.20   $ 13.57   1.8 % 21.5 %
   
 
 
 
 
 
UGC Europe:                            
Total per RGU(2)     €13.99     €13.68     €13.03   2.3 % 7.4 %
Total per Cable Sub-W. Europe(3)     €21.70     €20.91     €19.71   3.8 % 10.1 %
Total per Cable Sub-E. Europe(3)     €8.89     €8.99     €8.36   -1.1 % 6.3 %
   
 
 
 
 
 
VTR:                            
Total per RGU(4)     CP16,101     CP15,874     CP15,378   1.4 % 4.7 %
Total per RGU (US$)   $ 23.23   $ 22.35   $ 21.71          
   
 
 
 
 
 
1.
ARPU calculation for UGC based on quarterly Triple Play Broadband Revenues divided by average RGUs for each quarter.

2.
ARPU calculations for UGC Europe Distribution (excludes Germany for Q3 '02) based on quarterly Triple Play Broadband revenues divided by average RGU's for each quarter.

3.
Basic cable, Internet, telephony, and digital revenue (excludes DTH) divided by basic cable subscribers (excluding Germany).

4.
ARPU calculation for VTR based on quarterly Triple Play Broadband Revenues divided by average RGUs for each quarter.

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Reconciliation of Adjusted EBITDA with Net Income (Loss)

(US$ millions)
   Q3 '03
   Q2 '03
   Q3 '02
   Q3 '03
vs. Q2 '03
   Q3 '03
vs. Q3 '02
  
Total Segment Adjusted EBITDA   $ 171.4   $ 149.4   $ 84.8   14.7 % 102.0 %
Loss on disposal of Poland DTH business     0.0     (8.0 )   0.0   -100.0 % n.m.  
Stock-based compensation(1)     (14.3 )   (8.2 )   (8.3 ) 72.3 % 72.6 %
Depreciation & amortization     (192.0 )   (211.5 )   (201.2 ) -9.2 % -4.6 %
Impairment & restructuring Charges(2)     0.5     1.1     1.5   -58.1 % -67.0 %
   
 
 
 
 
 
Operating Income (Loss)     (34.4 )   (77.2 )   (123.2 ) -44.6 % -72.0 %
Interest expense, net     (71.2 )   (92.4 )   (153.5 ) -22.9 % -53.6 %
Foreign currency exchange gain, net     (276.5 )   263.5     (62.2 ) -205.0 % 344.5 %
Gain (loss) on sale of investments In affiliates, net(3)     (0.3 )   281.5     155.8   -100.1 % -100.2 %
Gain on early extinguishment of debt(4)     2,109.6     0.0     0.0   n.m.   n.m.  
Other income (expense), net     (1.2 )   (11.1 )   (31.9 ) -90.0 % -96.5 %
   
 
 
 
 
 
Subtotal     1,726.0     364.3     (215.0 ) 373.8 % -902.8 %
Income tax expense and other, net     11.1     257.7     (60.2 ) -95.7 % -118.5 %
   
 
 
 
 
 
Net income (loss)   $ 1,737.1   $ 622.0   $ (275.2 ) 179.3 % -731.2 %
   
 
 
 
 
 
1.
Stock based compensation includes charges associated with fixed, or non-cash stock options, as well as charges associated with phantom, or cash-based, stock option plans, as more fully disclosed in UGC's 10Q and 10K.

2.
Includes certain impairment charges. Please refer to UGC's 10Q as of September 30, 2003 for a summary.

3.
For Q2 '03, represents primarily the net effect when UAP's bankruptcy plan became effective in April 2003, whereby UGC recognized a gain of $284.7 million associated with the sale of its indirect approximate 49.99% interest in UAP that occurred in November 2001.

4.
For Q3 '03, represents the net effect of UPC's restructuring completed on September 3, 2003.

Adjusted EBITDA

        UGC's Adjusted EBITDA for the third quarter was $171 million, a 102%, or $87 million improvement over the same period last year. Approximately $20 million of that increase was due to the appreciation of the euro relative to the U.S. dollar, while the Chilean Peso exchange rate impact was negligible. On a functional currency basis, UGC Europe and VTR both demonstrated a substantial increase in Adjusted EBITDA on a year-over-year basis (79% and 63%, respectively), as well as solid

6


increases on a sequential basis. The following tables show a breakdown of Adjusted EBITDA results by division in U.S. dollars:

Adjusted EBITDA by Division
(US$ Millions)
   Q3 '03
   Q2 '03
   Q3 '02
   Q3 '03
vs. Q2 '03
   Q3 '03
vs. Q3 '02
  
UGC Europe(1)   $ 155.2   $ 136.6   $ 75.5   13.5 % 105.5 %
VTR     18.9     16.5     11.4   14.7 % 66.5 %
Other     (2.7 )   (3.7 )   (3.4 ) -27.2 % -18.0 %
   
 
 
 
 
 
Ongoing Operations     171.4     149.4     83.5   14.7 % 105.1 %
UPC Germany(2)     —     —     1.3   n.m.   n.m.  
   
 
 
 
 
 
  Total   $ 171.4   $ 149.4   $ 84.8   14.7 % 102.0 %
   
 
 
 
 
 
1.
UGC Europe's results for Q3 '02 were revised to reflect the deconsolidation of UPC Germany as if it had occurred on January 1, 2002.

2.
UPC Germany was deconsolidated effective August 1, 2002.

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

Adjusted EBITDA (Millions)
   Q3 '03
   Q2 '03
   Q3 '02
   Q3 '03
vs. Q2 '03
   Q3 '03
vs. Q3 '02
  
UGC Europe(1)   €137.7   €120.0   €77.1   14.7 % 78.5 %
   
 
 
 
 
 
VTR   CP13,110   CP11,694   CP8,055   12.1 % 62.8 %
   
 
 
 
 
 
1.
UGC Europe's results for Q3 '02 revised to reflect the deconsolidation of UPC Germany as if it had occurred on January 1, 2002.

Capital Expenditures

        Capital expenditures for the nine months ended September 30, 2003 were $228 million, a decrease of 2.7%, or $6 million compared to the same period last year. Capital expenditures for the quarter ended September 30, 2003 were $95 million, an increase of 113%, or $50 million compared to the same period last year. On a sequential basis from the quarter ended June 30, 2003, capital expenditures increased by 27% or $20 million. The following represents a break down of capital expenditures based on the NCTA cable industry guidelines for the nine months ended September 30, 2003 as follows:

Capital Expenditures by NCTA category
(US$ thousands)
   UGC
Europe
   VTR
   Other
   YTD
Customer Premise Equipment   $ 58,261   $ 16,978   $ 659   $ 75,898
Commercial Spending     —     —     —     —
Scalable infrastructure     22,650     1,570     22     24,242
Line Extensions     44,079     7,297     89     51,465
Upgrade / Rebuild     16,345     —     —     16,345
Support capital     41,367     9,143     272     50,782
Intangibles & Priority Telecom     8,966     —     —     8,966
   
 
 
 
  Total   $ 191,668   $ 34,988   $ 1,042   $ 227,698
   
 
 
 

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Free Cash Flow(1)

        Free Cash Flow for the three months ended September 30, 2003 was $4.2 million, an increase of $109 million compared to the same period last year. This change is due to a substantial increase in cash flow from operating activities, which is due to a combination of several factors, including an appreciation of the euro relative to the U.S. dollar, an increase in both RGUs and ARPU, ongoing cost savings (primarily in Europe) and improved working capital management. The following table provides a reconciliation of Free Cash Flow with its most comparable GAAP measure, Cash Flow from Operating Activities:

Free Cash Flow
(US$ Millions)
   Q3 '03
   Q2 '03
   Q3 '02
   Q3 '03
vs. Q2 '03
   Q3 '03
vs. Q3 '02
  
Cash Flow from Operating Activities   $ 99.0   $ 100.3   $ (60.0 ) -1.6 % -264.4 %
Less: Capital Expenditures     (94.8 )   (74.7 )   (44.6 ) 26.8 % 112.6 %
   
 
 
 
 
 
Free Cash Flow   $ 4.2   $ 25.6   $ (104.6 ) -84.6 % -103.8 %
   
 
 
 
 
 
Total Cash—End of Period(2)   $ 351.4   $ 370.2   $ 556.9   n.m.   n.m.  
   
 
 
 
 
 
1.
Free Cash Flow is not a GAAP measure. We define Free Cash Flow as cash flow for operating activities less capital expenditures. See Notes at end of release for more information on Free Cash Flow.

2.
Represents the sum of cash and cash equivalents, restricted cash and short-term liquid investments per UGC's 10Q's.

EUROPE (UGC Europe)

        UGC Europe is a leading pan-European broadband communications company offering cable television, telephony and high-speed Internet access services in 11 European countries and serving approximately 6.9 million video subscribers, 459,600 voice subscribers and 749,400 Internet subscribers. UGC owns approximately 66.75% of UGC Europe.

Third Quarter Highlights

8

Recent Events—Europe

CHILE (VTR)

        VTR, an indirect wholly-owned subsidiary of UGC, is a leading broadband communications company offering cable television, telephony and high-speed Internet access services in Chile and had approximately 1.7 million homes passed and 1.0 million two-way homes passed and 486,600 video subscribers, 258,300 voice subscribers and 114,800 Internet subscribers at September 30, 2003.

Third Quarter Highlights

9

Recent Events—Chile

Other Investments

        Austar Update:    In August, Austar United Communications Ltd. (Austar) completed its equity rights issue and raised approximately A$75.0 million in additional capital. As a result, UGC currently owns indirectly approximately 38% of Austar United. Based on the closing price of Austar's common stock (ASX: AUN.AX) of A$0.385 on November 12, 2003, UGC's 38% interest (446 million shares) has a market value of A$172 (US$123) million.

        SBS Broadcasting: UGC owns indirectly a 21% interest (6 million shares) of SBS Broadcasting. Based on the closing price of SBS Broadcasting's common stock (Nasdaq: SBTV) of $30.58 on November 12, 2003, UGC's interest has a market value of $183 million.

About UnitedGlobalCom

        UGC is the largest international broadband communications provider of video, voice, and Internet services with operations in numerous countries. Based on the Company's operating statistics at September 30, 2003, UGC's networks reached approximately 12.6 million homes passed and 9 million RGUs, including approximately 7.4 million video subscribers, 717,900 voice subscribers, and 868,000 high speed Internet access subscribers. UGC's significant and consolidated operating subsidiaries include UGC Europe, Inc. (UGC Europe) (NASDAQ: UGCE), a leading pan-European broadband

10


communications company; and VTR GlobalCom S.A. (VTR), the largest broadband communications provider in Chile.

        Forward Looking Statements: Except for historical information contained herein, this news release contains forward-looking statements which involve certain risks and uncertainties that could cause actual results to differ materially from those expressed or implied by these statements. These forward-looking statements also include our estimates of year-end revenues, capital expenditures and other financial information, consummation of planned transactions and financings, projections of operational targets, launch of new services and other statements concerning growth. These risks and uncertainties include 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, 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. UGC expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement contained herein to reflect any change in UGC's expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.

        Not withstanding the above, UGC acknowledges that the "safe harbor" for forward-looking statements under Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, does not apply to the forward-looking statements concerning the exchange offer.

        Non-GAAP measures: Adjusted EBITDA 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. "EBITDA" is an acronym for earnings before interest, taxes, depreciation and amortization. As we use the term, Adjusted EBITDA further removes the effects of cumulative effects of accounting changes, share in results of affiliates, minority interests in subsidiaries, reorganization expense, other income and expense, gain on extinguishment of debt, gain (loss) on sale of investments in affiliates and other assets, foreign currency exchange gain (loss), impairment and restructuring charges, and stock-based compensation. We believe Adjusted EBITDA 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 Adjusted EBITDA 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 Adjusted EBITDA 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 Adjusted EBITDA is important because analysts and other investors use it to compare our performance to other companies in our industry. We reconcile the total of the reportable segments' Adjusted EBITDA to our consolidated net income as presented in the accompanying 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 Adjusted EBITDA as a supplement to, and not a substitute for, other GAAP measures of income as a measure of operating performance. As discussed above, Adjusted EBITDA excludes, among other items, frequently occurring impairment, restructuring and other charges that would be included in GAAP measures of operating performance.

        Free Cash Flow is not a GAAP measure of liquidity. We define Free Cash Flow as cash flow from operating activities less capital expenditures. We believe our presentation of Free Cash Flow provides

11


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.

        SEC Filings: Materials filed with the SEC will be available electronically without charge at an Internet site maintained by the SEC. The address of that site is http://www.sec.gov. Documents filed with the SEC may be obtained from UGC by directing a request to Richard Abbott, Vice President of Finance, UnitedGlobalCom, Inc., 4643 S. Ulster Street, Suite 1300, Denver, CO 80237.

        Notice For UGC Europe Stockholders—UGC filed a Registration Statement on Form S-4 (File No. 333-109496) containing a prospectus relating to the exchange offer, and Europe Acquisition, Inc., the wholly-owned subsidiary of UGC which is offering to exchange the shares of UGC Europe, filed a Schedule TO. UGC EUROPE STOCKHOLDERS AND OTHER INTERESTED PARTIES ARE URGED TO READ THESE DOCUMENTS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS WHEN AVAILABLE) BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE TRANSACTION. Materials filed with the SEC are available electronically without charge at an Internet site maintained by the SEC. The address of that site is http://www.sec.gov. Documents filed with the SEC also may obtained from UGC without charge by directing a request to Richard Abbott, Vice President of Finance, UnitedGlobalCom, Inc., 4643 S. Ulster Street, Suite 1300, Denver, CO 80237.

        Notice for UGC Stockholders—UGC and its directors and executive officers may be deemed to be participants in the solicitation of proxies from United's stockholders in connection with the special meeting of stockholders to be held to approve the issuance of UGC's Class A Common Stock in the exchange offer and planned merger. Information concerning United's directors and executive officers and their direct and indirect interests in the transaction is set forth in United's preliminary proxy statement filed with the SEC relating to the special meeting of stockholders and the prospectus contained in the Registration Statement on Form S-4 filed with the SEC relating to the exchange offer. UGC expects to file shortly with the SEC an amended proxy statement and registration statement. Materials filed with the SEC are available electronically without charge at an Internet site maintained by the SEC. The address of that site is http://www.sec.gov. Documents filed with the SEC also may be obtained from UGC without charge by directing a request to Richard Abbott, Vice President of Finance, UnitedGlobalCom, Inc., 4643 S. Ulster Street, Suite 1300, Denver, CO 80237.

        UGC'S STOCKHOLDERS SHOULD READ THE PROXY STATEMENT AND OTHER RELEVANT DOCUMENTS CAREFULLY BEFORE MAKING ANY VOTING DECISION BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.

        For further information contact:

        Please visit our web site at www.unitedglobal.com for further information about our company

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Summary Operating Data
September 30, 2003

 
    
    
    
   Video
   Telephony
   Internet
    
 
   Homes in
Service Area(1)
   Homes
Passed(2)
   Two-way
Homes
Passed(3)
   Analog Cable
Subscribers(4)
   Digital Cable
Subscribers(5)
   DTH
Subscribers(6)
   Homes
Serviceable(7)
   Subscribers(8)
   Homes
Serviceable(9)
   Subscribers(10)
   Total
RGUs(11)
Europe:                                            
  The Netherlands   2,651,500   2,596,000   2,338,700   2,315,900   47,600   —   1,601,700   159,600   2,338,700   315,100   2,838,200
  Poland   1,872,800   1,872,800   336,800   980,600   —   —   —   —   336,800   23,200   1,003,800
  Hungary   1,170,400   975,000   547,600   697,000   —   89,500   87,200   64,600   515,300   36,100   887,200
  Austria   1,081,400   923,300   920,100   497,400   23,600   —   899,700   153,300   920,100   196,300   870,600
  France   2,656,600   1,373,100   683,100   465,700   6,800   —   683,100   55,800   683,100   23,900   552,200
  Norway   529,000   484,500   203,800   340,000   32,800   —   138,200   23,300   203,800   35,000   431,100
  Czech Republic   913,000   681,400   243,100   295,600   —   60,700   17,700   3,000   243,100   21,500   380,800
  Sweden   770,000   421,600   267,000   277,700   22,000   —   —   —   267,000   70,700   370,400
  Romania   659,600   458,400   —   330,400   —   —   —   —   —   —   330,400
  Slovak Republic   517,800   383,500   66,500   282,600   —   10,400   —   —   63,300   800   293,800
  Belgium   530,000   154,100   154,100   130,700   —   —   —   —   154,100   26,800   157,500
   
 
 
 
 
 
 
 
 
 
 
    Total   13,352,100   10,323,700   5,760,800   6,613,600   132,800   160,600   3,427,600   459,600   5,725,300   749,400   8,116,000
   
 
 
 
 
 
 
 
 
 
 
Latin America:                                            
  Chile   2,350,000   1,746,500   1,017,300   480,700   —   5,900   1,010,000   258,300   1,017,300   114,800   859,700
  Brazil   650,000   463,000   463,000   9,000   6,900   —   —   —   463,000   700   16,600
  Peru   140,000   66,800   30,300   12,300   —   —   —   —   30,300   2,600   14,900
  Uruguay   —   —   8,300   —   —   —   —   —   8,300   500   500
   
 
 
 
 
 
 
 
 
 
 
    Total   3,140,000   2,276,300   1,518,900   502,000   6,900   5,900   1,010,000   258,300   1,518,900   118,600   891,700
   
 
 
 
 
 
 
 
 
 
 
    Grand Total   16,492,100   12,600,000   7,279,700   7,115,600   139,700   166,500   4,437,600   717,900   7,244,200   868,000   9,007,700
   
 
 
 
 
 
 
 
 
 
 
(1)
"Homes in Service Area" are homes in our franchise areas that can potentially be served, 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 box, cable modem, transceiver and/or voice port which, in most cases, allows for the provision of video, voice and data (broadband) services.

(4)
"Analog Cable Subscriber" is comprised of MMDS customers, lifeline customers and basic analog customers which are counted on a per connection basis. Commercial contracts with hotels, hospitals, etc. are counted on an equivalent basic unit basis.

(5)
"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.

(6)
"DTH Subscriber" is a home or commercial unit that receives our video programming broadcast directly to the home via geosynchronous satellites.

(7)
"Telephony Homes Serviceable" are homes that can be connected to our broadband network (or twisted pair network in certain areas), where customers can request and receive voice services.

(8)
"Telephony Subscriber" is a home or commercial unit connected to our broadband network (or twisted pair network in certain areas), where a customer has requested and is receiving voice services.

(9)
"Internet Homes Serviceable" are homes that can be connected to our broadband network where customers can request and receive high-speed Internet access services.

(10)
"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)
"Revenue Generating Unit", or "RGU", is separately an Analog Cable Subscriber, Digital Cable Subscriber, DTH Subscriber, Telephony Subscriber or Internet 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 Internet access service, the customer would constitute four RGUs. "Total RGUs" is the sum of Analog, Digital Cable, DTH, Telephony and Internet Subscribers.

13


UnitedGlobalCom, Inc.

Condensed Consolidated Balance Sheets

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

(Unaudited)

 
   September 30,
2003
   December 31,
2002
  
Assets              
Current assets              
  Cash and cash equivalents   $ 312,777   $ 410,185  
  Restricted cash     36,897     48,219  
  Short-term liquid investments     1,767     45,854  
  Subscriber receivables, net     117,256     136,796  
  Related party receivables     4,131     15,402  
  Other receivables     48,203     50,759  
  Deferred financing costs, net     2,919     62,996  
  Other current assets, net     64,574     95,340  
   
 
 
  Total current assets     588,524     865,551  
Long-term assets              
  Property, plant and equipment, net     3,586,494     3,640,211  
  Goodwill, net     1,309,033     1,184,132  
  Other intangible assets, net     87,760     79,977  
  Investments in affiliates, accounted for under the equity method, net     136,000     153,853  
  Deferred financing costs, net     51,077     —  
  Other assets, net     14,215     7,870  
   
 
 
  Total assets   $ 5,773,103   $ 5,931,594  
   
 
 
               

14

Liabilities and Stockholders' Equity              
Current liabilities              
  Not subject to compromise:              
  Accounts payable   $ 188,152   $ 190,710  
  Accounts payable, related party     1,378     1,704  
  Accrued liabilities     371,155     328,927  
  Subscriber prepayments and deposits     149,113     127,553  
  Short-term debt     —     205,145  
  Notes payable, related party     102,728     102,728  
  Current portion of senior notes and senior discount notes     39,136     —  
  Current portion of other long-term debt     194,517     3,366,235  
  Other current liabilities     15,258     16,448  
   
 
 
  Total current liabilities not subject to compromise     1,061,437     4,339,450  
   
 
 
  Subject to compromise:              
  Accounts payable     401     38,647  
  Accrued liabilities     —     232,603  
  Short-term debt     6,138     —  
  Current portion of senior notes and senior discount notes     385,702     2,812,988  
   
 
 
  Total current liabilities subject to compromise     392,241     3,084,238  
   
 
 
Long-term liabilities              
  Not subject to compromise:              
  Senior notes and senior discount notes     —     415,932  
  Other long-term debt     3,475,239     56,739  
  Net negative investment in deconsolidated subsidiaries     —     644,471  
  Deferred taxes     256,674     184,858  
  Other long-term liabilities     97,028     88,634  
   
 
 
  Total long-term liabilities not subject to compromise     3,828,941     1,390,634  
   
 
 
Guarantees, commitments and contingencies              
Minority interests in subsidiaries     143,897     1,402,146  
   
 
 
Stockholders' equity              
  Class A common stock, $0.01 par value, 1,000,000,000 shares authorized, 112,855,363 and 110,392,692 shares issued, respectively     1,129     1,104  
  Class B common stock, $0.01 par value, 1,000,000,000 shares authorized, 8,870,332 shares issued     89     89  
  Class C common stock, $0.01 par value, 400,000,000 shares authorized, 303,123,542 shares issued and outstanding     3,031     3,031  
  Additional paid-in capital     4,520,532     3,683,644  
  Deferred compensation     —     (28,473 )
  Class A treasury stock, at cost     (34,162 )   (34,162 )
  Class B treasury stock, at cost     —     —  
  Accumulated deficit     (2,992,043 )   (6,797,762 )
  Accumulated other comprehensive income (loss)     (1,151,989 )   (1,112,345 )
   
 
 
  Total stockholders' equity (deficit)     346,587     (4,284,874 )
   
 
 
  Total liabilities and stockholders' equity   $ 5,773,103   $ 5,931,594  
   
 
 

15


UnitedGlobalCom, Inc.

Condensed Consolidated Statements of Operations and Comprehensive Income

(In thousands, except share and per share data)

(Unaudited)

 
   Three Months Ended
September 30,
   Nine Months Ended
September 30,
  
 
   2003
   2002
   2003
   2002
  
Statements of Operations                          
  Revenue   $ 474,515   $ 384,736   $ 1,375,666   $ 1,113,508  
  Operating expense(1)     (186,406 )   (203,520 )   (574,394 )   (584,569 )
  Selling, general and administrative expense     (131,004 )   (104,628 )   (395,051 )   (344,632 )
  Depreciation and amortization     (192,002 )   (201,173 )   (598,207 )   (538,810 )
  Impairment and restructuring     459     1,390     1,555     (21,505 )
   
 
 
 
 
  Operating income (loss)     (34,438 )   (123,195 )   (190,431 )   (376,008 )
  Interest income, including related party income of $36, $1,350, $965, and $4,498, respectively     2,698     3,680     10,603     26,297  
  Interest expense, including related party expense of $2,072, $1,985, $6,147 and $22,734, respectively     (73,945 )   (157,212 )   (263,813 )   (495,707 )
  Foreign currency exchange gain (loss), net     (276,529 )   (62,217 )   137,882     434,299  
  Gain (loss) on sale of investments in affiliates, net     (283 )   155,754     281,321     142,842  
  Gain on extinguishment of debt     2,109,596     —     2,183,997     2,208,782  
  Other expense, net     (1,107 )   (31,808 )   (15,147 )   (194,023 )
   
 
 
 
 
  Income (loss) before income taxes and other items     1,725,992     (214,998 )   2,144,412     1,746,482  
  Reorganization expense     (6,276 )   —     (19,996 )   —  
  Income tax expense, net     (13,986 )   (16,736 )   (71,505 )   (175,911 )
  Minority interests in subsidiaries, net     42,582     (45,450 )   43,319     (87,862 )
  Share in results of affiliates, net     (11,203 )   1,970     279,832     (75,778 )
   
 
 
 
 
  Income (loss) before cumulative effect of change in accounting principle     1,737,109     (275,214 )   2,376,062     1,406,931  
  Cumulative effect of change in accounting principle     —     —     —     (1,344,722 )
   
 
 
 
 
  Net income (loss)   $ 1,737,109   $ (275,214 ) $ 2,376,062   $ 62,209  
   
 
 
 
 
  Earnings per share:                          
  Basic net income before cumulative effect of change in accounting principle   $ 4.19   $ (0.67 ) $ 9.17   $ 3.67  
  Cumulative effect of change in accounting principle     —     —     —     (3.52 )
   
 
 
 
 
  Basic net income (loss)   $ 4.19   $ (0.67 ) $ 9.17   $ 0.15  
   
 
 
 
 
  Diluted net income before cumulative effect of change in accounting principle   $ 4.18   $ (0.67 ) $ 9.17   $ 3.66  
  Cumulative effect of change in accounting principle     —     —     —     (3.50 )
   
 
 
 
 
  Diluted net income (loss)   $ 4.18   $ (0.67 ) $ 9.17   $ 0.16  
   
 
 
 
 
Statements of Comprehensive Income                          
  Net income (loss)   $ 1,737,109   $ (275,214 ) $ 2,376,062   $ 62,209  
  Other comprehensive income, net of tax:                          
  Foreign currency translation adjustments     335,024     (24,600 )   (37,852 )   (436,368 )
  Change in fair value of derivative assets     —     (10 )   10,616     10,504  
  Other     (18,465 )   (78 )   (12,408 )   355  
   
 
 
 
 
  Comprehensive income (loss)   $ 2,053,668   $ (299,902 ) $ 2,336,418   $ (363,300 )
   
 
 
 
 
(1)
Exclusive of items shown separately below, including depreciation and amortization and impairment and restructuring.

16


UnitedGlobalCom, Inc.

Condensed Consolidated Statements of Cash Flows

(In thousands)

(Unaudited)

 
   Nine Months Ended
September 30,
  
 
   2003
   2002
  
Cash Flows from Operating Activities              
Net income   $ 2,376,062   $ 62,209  
Adjustments to reconcile net income to net cash flows from operating activities:              
  Depreciation and amortization     598,207     538,810  
  Impairment and restructuring     (1,555 )   21,505  
  Stock-based compensation     28,647     25,618  
  Accretion of interest on senior notes and amortization of deferred financing costs     47,607     188,683  
  Unrealized foreign exchange gains, net     (114,016 )   (431,122 )
  (Gain) loss on sale of investments in affiliates and other assets, net     (281,321 )   (142,842 )
  Gain on extinguishment of debt     (2,183,997 )   (2,208,782 )
  Loss on derivative securities     11,450     157,764  
  Adjustment of UPC Polska notes to allow claim value     (19,457 )   —  
  Deferred tax provision     70,407     157,180  
  Minority interests in subsidiaries, net     (43,319 )   87,862  
  Share in results of affiliates, net     (279,832 )   75,778  
  Cumulative effect of change in accounting principle     —     1,344,722  
  Change in receivables, net     51,930     52,565  
  Change in other assets     17,531     16,024  
  Change in accounts payable, accrued liabilities and other     (4,903 )   (252,406 )
   
 
 
  Net cash flows from operating activities     273,441     (306,432 )
   
 
 

Cash Flows from Investing Activities
 
 
 
 
 
 
 
Capital expenditures     (227,698 )   (234,120 )
Purchase of short-term liquid investments     (1,489 )   (98,560 )
Proceeds from sale of short-term liquid investments     45,560     94,662  
Restricted cash released, net     14,427     38,393  
Investments in affiliates and other investments     (20,931 )   (2,090 )
Proceeds from sale of investments in affiliated companies     44,558     —  
New acquisitions, net of cash acquired     (784 )   (21,098 )
Purchase of interest rate swaps     (9,750 )   —  
Settlement of interest rate swaps     (58,038 )   —  
Other     4,816     24,186  
   
 
 
  Net cash flows from investing activities     (209,329 )   (198,627 )
   
 
 

Cash Flows from Financing Activities
 
 
 
 
 
 
 
Issuance of common stock     1,081     200,006  
Proceeds from short-term and long-term borrowings     11,269     9,217  
Proceeds from note payable to shareholder     —     102,728  
Retirement of existing senior notes     —     (231,630 )
Deferred financing costs     (2,233 )   (18,293 )
Repayments of short-term and long-term borrowings     (187,152 )   (82,090 )
   
 
 
  Net cash flows from financing activities     (177,035 )   (20,062 )
   
 
 

Effect of Exchange Rates on Cash
 
 
15,515
 
 
30,098
 
   
 
 

Decrease in Cash and Cash Equivalents
 
 
(97,408
)
 
(495,023
)
Cash and Cash Equivalents, Beginning of Period     410,185     920,140  
   
 
 

Cash and Cash Equivalents, End of Period
 
$
312,777
 
$
425,117
 
   
 
 

17

Supplemental Financial Data

(amounts in thousands)
   Q3 '03
   Q3 '02
   YTD
Q3 '03
   YTD
Q3 '02
  
Interest Expense by Company:(1)                          
UGC Europe   $ (68,086 ) $ (150,184 ) $ (245,293 ) $ (464,139 )
VTR     (2,823 )   (3,632 )   (9,616 )   (12,230 )
Other     (3,036 )   (3,396 )   (8,904 )   (19,338 )
   
 
 
 
 
  Total   $ (73,945 ) $ (157,212 ) $ (263,813 ) $ (495,707 )
   
 
 
 
 
Interest Expense Breakdown:                          
Cash Pay:                          
UPC senior notes(2)   $ —   $ (43,750 ) $ —   $ (116,254 )
Old UGC senior notes     (691 )   —     (1,655 )   —  
UGC Europe bank facilities and other     (64,172 )   (56,366 )   (199,432 )   (174,059 )
VTR bank facility     (2,073 )   (2,610 )   (7,286 )   (8,398 )
Other     (2,826 )   (3,642 )   (7,833 )   (8,313 )
   
 
 
 
 
  Total   $ (69,762 ) $ (106,368 ) $ (216,206 ) $ (307,024 )
   
 
 
 
 
Non-Cash:                          
UPC & UPC Polska senior discount notes accretion   $ (1,323 ) $ (47,615 ) $ (29,151 ) $ (154,097 )
Old UGC senior notes accretion     —     (612 )   (313 )   (12,449 )
Amortization of deferred financing costs     (2,860 )   (2,617 )   (18,143 )   (17,745 )
UPC Exchangeable Loan     —     —     —     (4,392 )
   
 
 
 
 
  Total   $ (4,183 ) $ (50,844 ) $ (47,607 ) $ (188,683 )
   
 
 
 
 
Summary of Working Capital Changes:(1)                          
Change in receivables, net   $ 5,990   $ 28,983   $ 51,930   $ 52,565  
Change in other assets     6,920     15,109     17,531     16,024  
Change in accounts payable, acc. liabilities & other     (115 )   (52,647 )   (4,903 )   (252,406 )
   
 
 
 
 
  Total   $ 12, 795   $ (8,555 ) $ 64,558   $ (183,817 )
   
 
 
 
 
1.
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 10Q as of September 30, 2003.

2.
Represents the interest expense related to the UPC Senior Notes. However, since the UPC Senior Notes were part of the Restructuring, as part of the Agreement the Senior Notes and corresponding accrued interest were converted into equity on September 3, 2003 and were therefore not paid in cash.

18



QuickLinks

UGC Announces Third Quarter Results Total RGUs Exceed 9.0 million Quarterly Adjusted EBITDA Increased 102% to $171 Million
UnitedGlobalCom, Inc. Condensed Consolidated Balance Sheets (In thousands, except par value and number of shares) (Unaudited)
UnitedGlobalCom, Inc. Condensed Consolidated Statements of Operations and Comprehensive Income (In thousands, except share and per share data) (Unaudited)
UnitedGlobalCom, Inc. Condensed Consolidated Statements of Cash Flows (In thousands) (Unaudited)