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(a)	The goodwill recognized in connection with the Aster Acquisition is primarily attributable to (i) the ability to take advantage of Aster's existing advanced broadband communications network to gain immediate access to potential customers and (ii) substantial synergies that are expected to be achieved through the integration of Aster with our other broadband communications operations in Poland.

(b)	Amount primarily includes intangible assets related to customer relationships. At September 16, 2011, the weighted average useful life of Aster's intangible assets was approximately seven years.

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(a)	Includes $572.3 million and $646.1 million, respectively, representing the fair value of our investment in the common shares of Sumitomo Corporation (Sumitomo). These shares secure a loan (the Sumitomo Collar Loan) to Liberty Programming Japan LLC, our wholly-owned subsidiary.

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(a)	Our current derivative assets are included in other current assets and our long-term derivative assets and liabilities are included in other assets, net, and other long-term liabilities, respectively, in our condensed consolidated balance sheets.

(b)

We consider credit risk in our fair value assessments. As of September 30, 2011 and December 31, 2010, (i) the fair values of our cross-currency and interest rate derivative contracts that represented assets have been reduced by credit risk valuation adjustments aggregating $46.2 million and $16.2 million, respectively, and (ii) the fair values of our cross-currency, interest rate and certain of our foreign currency forward derivative contracts that represented liabilities have been reduced by credit risk valuation adjustments aggregating $320.7 million and $182.9 million, respectively. The adjustments to our derivative assets relate to the credit risk associated with counterparty nonperformance and the adjustments to our derivative liabilities relate to credit risk associated with our own nonperformance. In all cases, the adjustments take into account offsetting liability or asset positions within a given contract. Our determination of credit risk valuation adjustments generally is based on our and our counterparties' credit risks, as observed in the credit default swap market and market quotations for certain of our subsidiaries' debt instruments, as applicable. The changes in the credit risk valuation adjustments associated with our derivative instruments resulted in gains of $71.6 million and $115.0 million during the three and nine months ended September 30, 2011, respectively, and gains of $39.8 million and $99.5 million during the three and nine months ended September 30, 2010, respectively. These amounts are included in realized and unrealized gains (losses) on derivative instruments, net, in our condensed consolidated statements of operations. For further information concerning our fair value measurements, see note 5.

(c)

Our equity-related derivative asset relates to the share collar (the Sumitomo Collar) with respect to the Sumitomo shares held by our company. The fair value of the Sumitomo Collar does not include a credit risk valuation adjustment as we have assumed that any losses incurred by our company in the event of nonperformance by the counterparty would be, subject to relevant insolvency laws, fully offset against amounts we owe to the counterparty pursuant to the secured borrowing arrangements of the Sumitomo Collar.

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(d)

Our current equity-related derivative liability at September 30, 2011 includes $27.5 million related to the KBW Total Return Swap. The fair value of the KBW Total Return Swap does not include a credit risk adjustment as our obligations under this derivative instrument are secured by the Aldermanbury Escrow Account. For additional information concerning the KBW Total Return Swap, see notes 2 and 5.

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(a)

For each subsidiary, the notional amount of multiple derivative instruments that mature within the same calendar month are shown in the aggregate and interest rates are presented on a weighted average basis. For derivative instruments that were in effect as of September 30, 2011, we present a single date that represents the applicable final maturity date.  For derivative instruments that become effective subsequent to September 30, 2011, we present a range of dates that represents the period covered by the applicable derivative instrument.

(b)	Unlike the other cross-currency swaps presented in this table, the UPC Holding cross-currency swap does not involve the exchange of notional amounts at the inception and maturity of the instrument.  Accordingly, the only cash flows associated with this instrument are interest payments and receipts.

(a)	For each subsidiary, the notional amount of multiple derivative instruments that mature within the same calendar month are shown in the aggregate and interest rates are presented on a weighted average basis. For derivative instruments that were in

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(a)

For each subsidiary, the notional amount of multiple derivative instruments that mature within the same calendar month are shown in the aggregate and interest rates are presented on a weighted average basis. For derivative instruments that were in effect as of September 30, 2011, we present a single date that represents the applicable final maturity date.  For derivative instruments that become effective subsequent to September 30, 2011, we present a range of dates that represents the period covered by the applicable derivative instrument.

(b)	Austar accounts for these interest rate swaps as cash flow hedges. As of September 30, 2011, the fair value of these derivative instruments was a liability of $24.8 million, and the related balance included in our accumulated other comprehensive earnings was a loss of $18.2 million.

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(a)

For each subsidiary, the notional amount of multiple derivative instruments that mature within the same calendar month are shown in the aggregate. For derivative instruments that were in effect as of September 30, 2011, we present a single date that represents the applicable final maturity date. For derivative instruments that become effective subsequent to September 30, 2011, we present a range of dates that represents the period covered by the applicable derivative instrument.

(a)	The notional amount of multiple derivative instruments that mature within the same calendar month are shown in the aggregate.

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(a)	As further described in note 7, the UGC Convertible Notes were converted into LGI common stock in April 2011.

(b)	With the exception of the loss associated with the UGC Convertible Notes (which were converted into LGI common

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(c)	Includes activity related to the Sumitomo Collar and the KBW Total Return Swap. For additional information concerning the KBW Total Return Swap, see above and notes 2 and 4.

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(a)

Represents the weighted average interest rate in effect at September 30, 2011 for all borrowings outstanding pursuant to each debt instrument including any applicable margin. The interest rates presented represent stated rates and do not include the impact of our interest rate derivative agreements, deferred financing costs, original issue premiums or discounts or commitment fees, all of which affect our overall cost of borrowing. Including the effects of derivative instruments, original issue premiums and discounts and commitments fees, but excluding the impact of financing costs, our weighted average interest rate on our aggregate variable and fixed rate indebtedness was approximately 7.8% at September 30, 2011.  For information concerning our derivative instruments, see note 4.

(b)

Unused borrowing capacity represents the maximum availability under the applicable facility at September 30, 2011 without regard to covenant compliance calculations or other conditions precedent to borrowing. At September 30, 2011, the full amount of unused borrowing capacity was available to be borrowed under each of the respective facilities except as noted below. At September 30, 2011, our availability under the UPC Broadband Holding Bank Facility (as defined below) was limited to €87.6 million ($117.8 million). When the September 30, 2011 compliance reporting requirements have been completed, we anticipate that the September 30, 2011 unused borrowing capacity under the UPC Broadband Holding Bank Facility will be fully available. The amount shown in the other line item represents the unused borrowing capacity of the VTR Wireless Bank Facility, as defined and described below. Our ability to draw down the VTR Wireless Bank Facility is subject to certain conditions precedent, including the condition precedent that immediately after the drawdown there is an equity contribution to debt ratio of at least 2.33 to 1. Based on the aggregate equity contributed to VTR Wireless through September 30, 2011, we would have been able to draw down CLP 9.0 billion ($17.3 million) in addition to the amount already borrowed under the VTR Wireless Bank Facility at September 30, 2011.

(c)

The estimated fair values of our debt instruments were determined using the average of applicable bid and ask prices or, when quoted market prices are unavailable or not considered indicative of fair value, discounted cash flow models.  The discount rates used in the cash flow models are based on the market interest rates and estimated credit spreads of the applicable entity, to the extent available, and other relevant factors.

(d)	Amounts include the impact of premiums and discounts, where applicable.

(e)

During the second and third quarters of 2011, we completed the exchange of 99.8% and 0.2%, respectively, of the $935.0 million principal amount of our 4.50% convertible senior notes due November 15, 2016 (the LGI Convertible Notes) for aggregate consideration of 26,423,266 shares of our LGI Series A common stock, 8,807,772 shares of our LGI Series C common stock and $186.7 million of cash (excluding cash paid for accrued but unpaid interest). Prior to this exchange transaction (the LGI Notes Exchange), the principal amount of the LGI Convertible Notes was allocated to debt and equity components. In connection with these transactions, we (i) reclassified (1) the carrying amount of the $676.2 million debt component of the exchanged LGI Convertible Notes, (2) the related deferred financing costs of $13.6 million and (3) the $96.7 million net deferred tax liability associated with the exchanged LGI Convertible Notes to additional paid-in capital and common stock in our condensed consolidated balance sheet and (ii) recognized aggregate debt conversion losses of $187.2 million. The amount reported in the December 31, 2010 carrying value column represents the debt component and the amount reported in the December 31, 2010 estimated fair value column represents the then estimated fair value of the entire instrument, including both the debt and equity components.

(f)

UPCB Finance Limited, UPCB Finance II Limited and UPCB Finance III Limited (together, the UPCB SPEs) are each special purpose financing companies created for the primary purposes of facilitating the offerings of €500.0 million ($672.5 million) principal amount of 7.625% senior secured notes, €750.0 million ($1,008.7 million) principal amount of 6.375% senior secured notes and $1 billion principal amount of 6.625% senior secured notes (together, the UPCB SPE Notes), respectively. The UPCB SPEs are dependent on payments from UPC Financing Partnership (UPC Financing) under Facilities V, Y and Z of the UPC Broadband Holding Bank Facility (see below) in order to service their respective payment obligations under the UPCB SPE Notes. Although UPC Financing has no equity or voting interest in the UPCB SPEs, the Facility V, Y and Z loans create variable interests in the respective UPCB SPE for which UPC Financing is the primary beneficiary, as contemplated by GAAP. As such, UPC Financing and its parent entities, including UPC Holding and LGI, are required by the provisions of GAAP to consolidate the UPCB SPEs. As a result, the amounts outstanding under Facilities V, Y and Z are eliminated in LGI's consolidated financial statements.

(g)	Telenet Finance Luxembourg S.C.A., Telenet Finance Luxembourg II S.A. and Telenet Finance III Luxembourg S.C.A.

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(h)

On March 15, 2011, we called for redemption all of the UGC Convertible Notes.  As a result of the call for redemption, note holders became entitled to convert their UGC Convertible Notes into LGI common stock at the specified ratios during a conversion period ending on April 18, 2011. During this conversion period, all of the outstanding principal amount of the UGC Convertible Notes was converted into 7,328,994 shares of LGI Series A common stock and 7,249,539 shares of LGI Series C common stock. In connection with the conversion of the UGC Convertible Notes into LGI common stock, we reclassified (i) the $619.7 million carrying value of the UGC Convertible Notes and (ii) the $53.9 million net deferred tax asset associated with the exchanged UGC Convertible Notes to additional paid-in capital and common stock in our condensed consolidated balance sheet. Prior to conversion, the UGC Convertible Notes were measured at fair value.

(i)	Primarily represents Unitymedia's obligations under a duct network lease agreement. The original contracts were concluded effective July 1, 2000 and have an indefinite term, subject to certain mandatory statutory termination rights for either party after a term of 30 years.  With certain limited exceptions, the lessor generally is not entitled to terminate the lease.

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(a)	Represents total third-party facility amounts at September 30, 2011 without giving effect to the impact of discounts. Certain of the originally committed amounts under Facilities M, N, Q and W have been novated to a subsidiary of UPC Broadband Holding and accordingly, such amounts are not included in the table above.

(b)

At September 30, 2011, our availability under the UPC Broadband Holding Bank Facility was limited to €87.6 million ($117.8 million). When the September 30, 2011 compliance reporting requirements have been completed, we anticipate that the September 30, 2011 unused borrowing capacity under the UPC Broadband Holding Bank Facility will be fully available. Facility Q, Facility W and Facility AA have commitment fees on unused and uncancelled balances of 0.75%, 1.2% and 1.3% per year, respectively.

(c)	The Facility T amount includes the impact of discounts.

(d)

The applicable interest payable under Facility O is 2.75% per annum plus the specified percentage rate per annum determined by the Polish Association of Banking Dealers - Forex Poland or the National Bank of Hungary, as appropriate for the relevant period. The principal amount of Facility O is comprised of (i) a HUF 5,962.5 million ($27.4 million) sub-tranche and (ii) a PLN 115.1 million ($35.0 million) sub-tranche.

(e)

As described in note (f) to the preceding table, the amounts outstanding under Facilities V, Y and Z are eliminated in LGI's consolidated financial statements. During the first quarter of 2011, we recognized losses on debt extinguishments aggregating $15.7 million, representing the write-off of deferred financing costs and an unamortized discount in connection with the prepayment of amounts outstanding under Facilities M, P, T and U with proceeds from certain of the UPCB SPE Notes.

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(a)	Represents total third-party facility amounts at September 30, 2011 without giving effect to the impact of premiums.

(b)	Telenet Facility S has a commitment fee on unused and uncancelled balances of 1.10% per year.

(c)	As described above, the amounts outstanding under Facilities M, N, O and P are eliminated in LGI's consolidated financial statements.

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(a)	Expressed as a percentage of the outstanding principal balance as of the Initial Due Date.

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(a)	Amounts include the UPCB SPE Notes issued by the the UPCB SPEs, which entities are consolidated by UPC Holding.

(b)	Amounts include the Telenet SPE Notes issued by the Telenet SPEs, which entities are consolidated by Telenet.

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(a)	Amounts reflect statutory rates in jurisdictions outside of the U.S. that are lower than the U.S. federal income tax rate.

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(a)

Includes stock-based compensation expense related to our five-year performance-based incentive plans for our senior executives and certain key employees (the LGI Performance Plans) and LGI performance-based restricted share units (PSUs). Compensation expense associated with awards granted pursuant to the LGI Performance Plans is reported as stock-based compensation in our condensed consolidated statements of operations, notwithstanding the fact that the compensation committee of our board of directors previously has elected to cash settle a portion of such awards.

(a)

Amounts relate to (i) the Liberty Global, Inc. 2005 Incentive Plan (as amended and restated October 31, 2006) (the LGI Incentive Plan) and (ii) the Liberty Global, Inc. 2005 Nonemployee Director Incentive Plan (as amended and restated November 1, 2006) (the LGI Director Incentive Plan). The LGI Incentive Plan had 11,618,433 shares available for grant as of September 30, 2011. These shares may be awarded in any series of our common stock. The LGI Director Incentive Plan had 9,057,460 shares available for grant as of September 30, 2011. These shares may be awarded in any series of our common stock, except that no more than five million shares may be awarded in LGI Series B common stock.

(b)	Amounts relate to PSUs granted in 2011 and 2010. For information concerning the PSUs granted in 2011, see below.

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(c)	Amounts relate to the Telenet Employee Stock Option Plans and the Telenet Specific Stock Option Plan, as described below.

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(a)

Represents the number of options for which the performance criteria was set during the period and does not include options that have been granted subject to the determination of performance criteria. The fair value of these options was calculated on the date that the performance criteria was set using an expected volatility of 36.9%, an expected life of 5.3 years, and a risk-free return of 3.62%. The weighted average grant date fair value during 2011 was €15.31 ($20.59).

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(a)	Amounts consist primarily of management, advisory and programming license fees and fees for uplink services and construction services charged to our equity method affiliates.

(b)	Amounts consist primarily of programming costs and interconnect fees charged by certain of our investees.

(c)	Amounts represent the reimbursements charged by Austar for marketing and director fees incurred on behalf of its equity method affiliate.

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(a)

Subscription revenue includes amounts received from subscribers for ongoing services, excluding installation fees, late fees and mobile telephony revenue. Subscription revenue from subscribers who purchase bundled services at a discounted rate is generally allocated proportionally to each service based on the standalone price for each individual service. However, due to regulatory, billing system and other constraints, the allocation of bundling discounts may vary among our broadband communications operating segments.

(b)	Other revenue includes non-subscription revenue (including B2B, interconnect, installation, carriage fee and mobile telephony revenue) and programming revenue.

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(a)	Primarily represents revenue of UPC DTH from customers located in Hungary, the Czech Republic, Romania and Slovakia.

(b)	Chellomedia's other geographic segments are located primarily in the United Kingdom, Portugal, Romania, the Czech Republic, Slovakia and Italy.

(c)	Includes certain less significant operating segments that provide broadband communications in Puerto Rico and video programming services in Argentina.

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Item 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

•	Forward-Looking Statements. This section provides a description of certain of the factors that could cause actual results or events to differ materially from anticipated results or events.

•	Overview. This section provides a general description of our business and recent events.

•	Material Changes in Results of Operations. This section provides an analysis of our results of operations for the three and nine months ended September 30, 2011 and 2010.

•	Material Changes in Financial Condition. This section provides an analysis of our corporate and subsidiary liquidity, condensed consolidated cash flow statements, off balance sheet arrangements and contractual commitments.

•	Quantitative and Qualitative Disclosures about Market Risk. This section provides discussion and analysis of the foreign currency, interest rate and other market risk that our company faces.

•	economic and business conditions and industry trends in the countries in which we operate;

•	the competitive environment in the broadband communications and programming industries in the countries in which we operate;

•	competitor responses to our products and services;

•	fluctuations in currency exchange rates and interest rates;

•	consumer disposable income and spending levels, including the availability and amount of individual consumer debt;

•	changes in consumer television viewing preferences and habits;

•	consumer acceptance of existing service offerings, including our digital video, broadband internet and telephony services;

•	consumer acceptance of new technology, programming alternatives and broadband services that we may offer;

•	our ability to manage rapid technological changes;

•	our ability to maintain or increase the number of subscriptions to our digital video, broadband internet and telephony services and our average revenue per household;

•	our ability to maintain or increase rates to our subscribers or to pass through increased costs to our subscribers;

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•	the impact of our future financial performance, or market conditions generally, on the availability, terms and deployment of capital;

•	changes in, or failure or inability to comply with, government regulations in the countries in which we operate and adverse outcomes from regulatory proceedings;

•	government intervention that opens our broadband distribution networks to competitors such as the obligations imposed in Belgium;

•	the ability to obtain regulatory approval and satisfy other conditions necessary to close acquisitions and dispositions, and the impact of conditions imposed by competition and other regulatory authorities in connection with acquisitions, including the impact of any conditions imposed in connection with the pending acquisition of KBW on our operations in Germany;

•	our ability to successfully negotiate rate increases where applicable;

•	changes in laws or treaties relating to taxation, or the interpretation thereof, in the U.S. or in countries in which we operate;

•	changes in laws and government regulations that may impact the availability and cost of credit and the derivative instruments that hedge certain of our financial risks;

•	uncertainties inherent in the development and integration of new business lines and business strategies;

•	capital spending for the acquisition and/or development of telecommunications networks and services;

•	our ability to successfully integrate and realize anticipated efficiencies from the businesses we acquire;

•	problems we may discover post-closing with the operations, including the internal controls and financial reporting process, of businesses we acquire;

•	the ability of suppliers and vendors to timely deliver products, equipment, software and services;

•	the availability of attractive programming for our digital video services at reasonable costs;

•	the outcome of any pending or threatened litigation;

•	any further consolidation of the foreign broadband distribution industry;

•	the loss of key employees and the availability of qualified personnel;

•	changes in the nature of key strategic relationships with partners and joint venturers; and

•	events that are outside of our control, such as political unrest in international markets, terrorist attacks, natural disasters, pandemics and other similar events.

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(i)	organic declines in subscription and overall revenue in Austria, Romania and the Czech Republic during the third quarter of 2011, as compared to the third quarter of 2010;

(ii)	organic declines in subscription revenue from (a) video services in the Czech Republic and Romania, (b) broadband internet services in Austria and (c) telephony services in Switzerland during the third quarter of 2011, as compared to the third quarter of 2010;

(iii)	organic declines in subscription revenue from (a) video services in many of our broadband communications markets, most significantly in Hungary, Ireland and Switzerland, (b) broadband internet services in Hungary and (c) telephony services in Switzerland during the third quarter of 2011, as compared to the second quarter of 2011;

(iv)	organic declines in video RGUs in most of our markets during the third quarter of 2011, as net declines in our analog cable RGUs exceeded net additions to our digital cable RGUs (including migrations from analog cable) in these markets;

(v)	organic declines in ARPU from broadband internet and telephony services in most of our broadband communications markets during the third quarter of 2011, as compared to the third quarter of 2010; and

(vi)	organic declines in overall ARPU in Hungary, Austria, the Czech Republic, Romania and Chile during the third quarter of 2011, as compared to the third quarter of 2010.

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(a)

Germany's subscription revenue includes revenue from multi-year bulk agreements with the landlord or housing association or with a third party (Professional Operator) that operates and administers the in-building network on behalf of housing associations. These bulk agreements, which generally allow for the procurement of the basic analog signals from Unitymedia at volume-based discounts, provide access to nearly two-thirds of Germany's analog cable subscribers. The 20 largest of these agreements accounted for approximately 9% of Germany's total revenue (including amounts billed directly by Germany to the building occupants for premium cable, broadband internet and telephony services) during the three months ended September 30, 2011.  No assurance can be given that Germany's bulk agreements will be renewed or extended on financially equivalent terms or at all.

(b)

Germany's non-subscription revenue includes fees received for the carriage of channels on Germany's analog and digital cable services. These fees, which represented approximately 8% of Germany's total revenue during the three months ended September 30, 2011, are subject to contracts that expire or are otherwise terminable by either party at various dates ranging from 2011 through 2014. No assurance can be given that these contracts will be renewed or extended on financially equivalent terms, or at all.

(c)

The increases in subscription revenue related to changes in the average numbers of RGUs are attributable to increases in the average numbers of broadband internet, telephony and digital cable RGUs that were only partially offset by declines in the average numbers of analog cable RGUs. The declines in Germany's average number of analog cable RGUs led to declines in the average numbers of total video RGUs in Germany during the three and nine months ended September 30, 2011, as compared to the corresponding periods in 2010.

(d)

The increases in subscription revenue related to changes in ARPU are primarily attributable to improvements in Germany's RGU mix, attributable to higher proportions of telephony, digital cable and broadband internet RGUs, that were only partially offset by net decreases resulting primarily from the following factors: (i) lower ARPU due to the impacts of free bundled services provided to new subscribers during promotional periods, (ii) lower ARPU due to higher proportions of customers receiving discounted analog cable services through bulk agreements, (iii) lower ARPU due to decreases in telephony call volumes for customers on usage-based calling plans and (iv) higher ARPU from increases in the proportions of customers selecting higher-priced tiers of broadband internet services.

(e)	The increases in Germany's non-subscription revenue are primarily attributable to increases in installation and interconnect revenue.

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(a)

The increases in subscription revenue related to changes in the average number of RGUs are attributable to increases in the average numbers of digital cable, telephony and broadband internet RGUs that were only partially offset by declines in the average numbers of analog cable RGUs. The declines in the Netherlands' average number of analog cable RGUs led to declines in the average numbers of total video RGUs in the Netherlands during the three and nine months ended September 30, 2011, respectively, as compared to the corresponding periods in 2010.

(b)

The increases in subscription revenue related to changes in ARPU are primarily due to improvements in the Netherlands' RGU mix, attributable to higher proportions of digital cable, telephony and broadband internet RGUs, that were only partially offset by net decreases resulting primarily from the following factors: (i) lower ARPU due to increases in the proportions of customers selecting lower-priced tiers of broadband internet services, (ii) higher ARPU due to January 2011 price increases for certain video, broadband internet and telephony services and (iii) lower ARPU due to decreases in telephony call volumes, including the impact of customers moving from usage-based to fixed-rate calling plans.

(c)	The changes in the Netherlands' non-subscription revenue are attributable to the net impact of (i) increases in B2B revenue, due primarily to growth in B2B telephony and broadband internet services, and (ii) net decreases resulting from individually insignificant changes in other non-subscription revenue categories.

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(a)

The increases in subscription revenue related to changes in Switzerland's average numbers of RGUs are attributable to increases in the average numbers of digital cable, broadband internet and telephony RGUs that were only partially offset by decreases in the average numbers of analog cable RGUs. The declines in the average numbers of Switzerland's analog cable RGUs led to declines in the average numbers of total video RGUs in Switzerland during the three and nine months ended September 30, 2011, as compared to the corresponding periods in 2010.

(b)

The increases in subscription revenue related to changes in ARPU are primarily due to improvements in Switzerland's RGU mix, attributable to higher proportions of digital cable, broadband internet and telephony RGUs, that were only partially offset by net decreases resulting primarily from the following factors: (i) lower ARPU due to decreases in telephony call volumes for customers on usage-based calling plans, (ii) higher ARPU due to price increases implemented in January 2011 and the second half of 2010 for certain analog and digital cable services, (iii) lower ARPU from broadband internet services and (iv) higher ARPU from digital cable services.

(c)

The increases in Switzerland's non-subscription revenue are primarily attributable to the net impact of (i) increases in installation revenue, (ii) declines in B2B revenue and (iii) higher revenue from the sale of customer premises equipment. The higher revenue from customer premises equipment sales is due largely to the second quarter 2010 introduction of “digicards,” which enable customers with “common interface plus” enabled televisions who subscribe to, or otherwise have purchased access to, our digital cable service, to view our digital cable service without a set-top box. The declines in B2B revenue are due primarily to lower revenue from construction and equipment sales that was only partially offset by modest growth in B2B telephony and broadband internet services.

(a)

The increases in subscription revenue related to changes in the average numbers of RGUs are attributable to increases in the average numbers of telephony, digital cable and broadband internet RGUs in each of Ireland and Austria that were only partially offset by decreases in the average numbers of analog cable RGUs in each of Ireland and Austria and, to a lesser extent, MMDS video RGUs in Ireland. The declines in the average numbers of analog cable and MMDS video RGUs led to declines in the average numbers of total video RGUs in both Ireland and Austria during the three and nine months ended September 30, 2011, as compared to the corresponding periods in 2010.

(b)

The decreases in subscription revenue related to changes in ARPU are attributable to the net impact of (i) decreases in ARPU in Austria and (ii) during the nine-month period, a slight increase in ARPU in Ireland. During the three-month period, Ireland's ARPU remained relatively unchanged. The decreases in Austria's overall ARPU are primarily due to the net effect of (i) lower ARPU due to higher proportions of customers selecting lower-priced tiers of broadband internet services, (ii) lower ARPU due to decreases in telephony call volumes for customers on usage-based calling plans and higher proportions of customers selecting such usage-based calling plans, (iii) lower ARPU due to the impact of adverse changes in Austria's RGU mix and (iv) higher ARPU due to the third quarter 2011 implementation of an additional charge for broadband internet services. The slight increase in Ireland's overall ARPU during the nine-month period is primarily due to (i) the net impact of the following factors: (a) higher ARPU due to January 2011 price increases for certain digital and

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(c)

The decreases in Other Western Europe's non-subscription revenue are due primarily to (i) decreases in B2B revenue and (ii) net decreases resulting from individually insignificant changes in other non-subscription revenue categories. The decreases in B2B revenue are primarily attributable to the net effect of (i) growth in Ireland's B2B broadband internet services, (ii) decreases in Austria's B2B broadband internet and telephony services and (iii) a decrease resulting from the impact of a first quarter 2010 favorable settlement with the incumbent telecommunications operator in Austria.

(a)

The increases in subscription revenue related to changes in the average numbers of RGUs are primarily attributable to increases in the average numbers of digital cable (mostly in Poland, Hungary and Romania), broadband internet (mostly in Hungary, Poland and the Czech Republic) and telephony RGUs (mostly in Poland, Hungary and Romania) that were only partially offset by declines in the average numbers of analog cable and, to a much lesser extent, MMDS video RGUs. With the exception of Hungary during the three-month period and Poland during the nine-month period, the declines in the average numbers of analog cable RGUs led to declines in the average numbers of total video RGUs in each country within our Central and Eastern Europe segment during the three and nine months ended September 30, 2011, as compared to the corresponding periods in 2010.

(b)

The decreases in subscription revenue related to changes in ARPU are primarily due to the following factors: (i) lower ARPU due to increases in the proportions of video, broadband internet and telephony subscribers selecting lower-priced tiers of services and (ii) lower ARPU due to decreases in telephony call volumes for customers on usage-based calling plans. The impacts of these negative factors were partially offset by improvements in Central and Eastern Europe's RGU mix, primarily attributable to higher proportions of digital cable, broadband internet and telephony RGUs.

(c)	The increases in non-subscription revenue in our Central and Eastern Europe segment are primarily attributable to increases in B2B revenue, largely driven by growth in B2B broadband internet and telephony services in Poland and Hungary.

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(a)

The organic increases in Telenet's subscription and non-subscription revenue are net of decreases of $1.9 million and $0.9 million, respectively, for the three-month period and $5.5 million and $2.8 million, respectively, for the nine-month period, that resulted from a change from gross to net presentation of revenue and expenses related to certain premium text messaging and calling services due to a legislative action that became effective in January 2011.  As a result of this legislative action, Telenet now acts as an agent, as opposed to a principal, in these transactions.

(b)

The increases in subscription revenue related to changes in the average number of RGUs are attributable to increases in the average numbers of digital cable, broadband internet and telephony RGUs that were only partially offset by declines in the average numbers of analog cable RGUs. The declines in the average numbers of analog cable RGUs led to declines in the average numbers of total video RGUs during the three and nine months ended September 30, 2011, as compared to the corresponding periods in 2010.

(c)

The increases in subscription revenue related to changes in ARPU are primarily due to improvements in Telenet's RGU mix, attributable to higher proportions of digital cable, broadband internet and telephony RGUs, that were only partially offset by net decreases resulting primarily from the following factors: (i) higher ARPU due to February 2010 price increases for certain analog and digital cable services and an August 2011 price increase for certain broadband internet services, (ii) lower ARPU due to decreases in telephony call volumes for customers on usage-based plans, (iii) lower ARPU due to increases in the proportions of customers selecting lower-priced tiers of broadband internet services and (iv) higher ARPU from digital cable services.

(d)

The increases in Telenet's non-subscription revenue are due primarily to (i) increases in mobile telephony revenue of $5.0 million and $17.8 million, respectively, (ii) increases in interconnect revenue, as higher interconnect revenue associated with growth in mobile and fixed telephony services more than offset lower revenue associated with declines in mobile termination rates, and (iii) increases in revenue from B2B services. These increases were partially offset by (i) decreases in installation revenue, primarily attributable to lower numbers of RGU additions and increased promotional discounts, and (ii) lower revenue from contract termination billings.

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(a)	The increases in subscription revenue related to changes in the average number of RGUs are primarily due to increases in the average numbers of digital cable, broadband internet and telephony RGUs that were only partially offset by declines in the average numbers of analog cable RGUs.

(b)

The increases in subscription revenue related to changes in ARPU are primarily due to the net impact of (i) improvements in the VTR Group's RGU mix, attributable to higher proportions of digital cable and broadband internet RGUs, and (ii) a net decrease during the three-month period and a net increase during the nine-month period resulting from changes in individual product ARPUs. These changes include the following factors: (a) higher ARPU from digital cable products and services, (b) lower ARPU from broadband internet services, (c) higher ARPU due to inflation and other price adjustments and (d) during the nine-month period, higher ARPU resulting from the estimated $4.3 million of revenue that was lost during the first quarter of 2010 as a result of an earthquake and tsunami in Chile.

(c)	The increases in the VTR Group's non-subscription revenue are primarily attributable to the net impact of higher advertising revenue and lower interconnect revenue.

(a)	The changes in subscription revenue related to changes in ARPU are primarily attributable to the net impact of the following factors: (i) increases in promotional discounts, (ii) higher penetration of premium services, such as digital video recorders,

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(b)	The decreases in Austar's non-subscription revenue are primarily attributable to the March 2011 sale of Austar's mobile telephony operation.

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•

Increases in programming and related costs of $0.5 million or 0.4% and $18.7 million or 4.8%, respectively, due primarily to growth in digital video services, predominantly in the Netherlands, Poland, Germany, Switzerland and Ireland. These increases were partially offset by, among other factors, the impact of (i) lower average numbers of video RGUs in Romania, (ii) lower programming rates in the Czech Republic and (iii) lower copyright fee rates in Germany. In addition, the three-month period includes decreases in the Netherlands and Germany due primarily to favorable programming and copyright fee settlements;

•	Increases of $4.0 million and $11.7 million, respectively, that represent the impact of the Hungarian Telecom Tax that was imposed in Hungary during the fourth quarter of 2010, as described under Discussion and Analysis of our Reportable Segments - General above;

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Decreases in interconnect costs of $2.9 million or 7.8% and $9.5 million or 6.9%, respectively, primarily attributable to the net effect of (i) decreased costs due to lower rates, primarily in Germany, Switzerland, and the Netherlands, (ii) increased costs related to subscriber growth, (iii) decreased costs due to lower call volumes, primarily in Switzerland and Austria and (iv) a $3.0 million increase related to the impact of a favorable interconnect settlement during the third quarter of 2010 in Switzerland;

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Increases in outsourced labor and professional fees of $5.7 million or 15.2% and $7.2 million or 6.5%, respectively, primarily attributable to increased call center costs due to higher call volumes in Germany, Switzerland, the Czech Republic and the Netherlands, partially offset by decreased expenses associated with declines in the number of visits to customer premises, mainly in Switzerland and Germany;

•	Decreases of $0.7 million and $4.1 million at UPC DTH due to lower satellite costs resulting from (i) lower transponder rates and (ii) the impact of certain expenses incurred during the 2010 periods related to UPC DTH's migration to a new satellite;

•	Increases in personnel costs of $2.2 million or 2.8% and $4.1 million or 1.6%, respectively, due primarily to the net effect of (i) higher employee benefit related costs, (ii) annual wage increases, (iii) decreases associated with higher levels of labor costs allocated to certain capital projects and (iv) lower costs related to temporary personnel;

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Increases in network related expenses of $0.9 million or 1.5% and $1.8 million or 1.0%, respectively, due primarily to the net effect of (i) increased encryption costs, due largely to increased numbers of installed digital cable set-top boxes, (ii) lower electricity costs in Germany and, to a lesser extent, the Czech Republic and the Netherlands, with the lower costs in Germany due in part to the release of an accrual in connection with the second quarter 2011 settlement of an operational contingency, (iii) a $5.8 million decrease due to the third quarter 2011 settlement of a claim for costs incurred in connection with faulty customer premises equipment, (iv) higher costs associated with the refurbishment of customer premises equipment, (v) higher duct and pole rental costs due to increased rates in the Czech Republic and Romania and (vi) net decreases during the nine-month period resulting from individually insignificant changes in other categories of network related expenses; and

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•	Net decreases from individually insignificant changes in other operating expense categories during the three-month period.

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Increases in programming and related costs of $13.9 million or 32.0% and $20.8 million or 16.7%, respectively, due primarily to (i) increases resulting from Telenet's second quarter 2011 acquisition of the rights to broadcast certain Belgian football (soccer) matches over the next three years and (ii) growth in digital cable services. We anticipate that Telenet will continue to incur significant costs in connection with the Belgian soccer rights throughout the three-year term of the agreement, including estimated costs ranging from €9 million ($12 million) to €11 million ($15 million) during the fourth quarter of 2011 and estimated costs ranging from €33 million ($44 million) to €36 million ($48 million) during 2012;

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Increases in network related expenses of $5.6 million or 26.7% and $15.5 million or 24.1%, respectively, due primarily to (i) DTT network costs that Telenet began incurring during the fourth quarter of 2010 pursuant an agreement that provides Telenet with the right to use a specified DTT network through June 2024, (ii) higher maintenance costs and (iii) higher costs associated with the refurbishment of customer premises equipment;

•	Increases in personnel costs of $2.2 million or 9.6% and $9.7 million or 13.8%, respectively, due largely to increased staffing levels and annual wage increases. The increases in staffing levels are largely due to (i) the insourcing of certain customer care functions and (ii) increased network operations activities;

•	Decreases in bad debt and collection expenses of $1.7 million and $6.7 million, respectively, the majority of which results from lower bad debt expense related to contract termination billings;

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Decreases in interconnect costs of $2.0 million or 9.6% and $5.9 million or 9.2%, respectively, due primarily to decreases associated with (i) the previously discussed reduction in mobile termination rates and (ii) the previously discussed change from gross to net presentation of revenue and expenses related to certain premium text messaging and calling services due to a legislative action that became effective in January 2011. These decreases were partially offset by increases associated with (i) subscriber growth and (ii) increased mobile calling volumes; and

•

Decreases of $3.1 million and $9.7 million, respectively, in outsourced labor and customer premises equipment costs incurred in connection with the installation of certain wireless routers that were sold to customers during the 2010 periods.  In January 2011, Telenet ceased the practice of selling wireless routers to its customers and began installing modems with built-in wireless routers, the ownership of which is retained by Telenet.

•

Increases in programming and related costs of $5.3 million or 19.2% and $8.8 million or 10.7%, respectively, as increases associated with growth in digital cable services were only partially offset by decreases associated with foreign currency exchange rate fluctuations with respect to the VTR Group's U.S. dollar denominated programming contracts. A significant portion of the VTR Group's programming costs are denominated in U.S dollars;

•	Increases in facilities expenses of $2.0 million and $3.8 million, respectively, due largely to higher site and tower rental costs in connection with VTR Wireless' mobile initiative;

•	Increases in outsourced labor and professional fees of $0.8 million or 14.6% and $3.5 million or 21.6%, respectively, due primarily to (i) increased call center costs due to efforts to improve service levels and (ii) higher numbers of service calls;

•	Decreases in bad debt and collection expenses of $1.4 million and $2.6 million, respectively, as improved economic conditions and customer retention efforts have resulted in better collection experience; and

•	Net increases resulting from individually insignificant changes in other operating expense categories.

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•	Increases in personnel costs of $6.1 million or 7.7% and $17.1 million or 7.0%, respectively, due primarily to (i) higher employee benefit related costs and annual wage increases and (ii) higher marketing staffing levels in Switzerland, the Netherlands, Germany and the Czech Republic;

•	Increases in outsourced labor and professional fees of $5.9 million and $9.1 million, respectively, due primarily to higher consulting costs for billing system implementations and other projects in the UPC Broadband Division's central operations and a strategic marketing project in Germany; and

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Increases in sales and marketing costs of $8.9 million or 12.3% and $5.3 million or 2.3%, respectively, due primarily to the net effect of (i) increased marketing activities, primarily in UPC DTH, Switzerland, Ireland and the Netherlands, (ii) higher sales commissions in Germany and (iii) lower sales commissions in the Czech Republic and Austria. Increases in sales commissions in Germany were partially offset by the release of an accrual in connection with the second quarter 2011 settlement of an operational contingency.

•

An increase (decrease) in sales and marketing costs of $3.8 million or 23.6% and ($5.8 million) or 10.0%, respectively. The increase during the three-month period is due primarily to (i) increased promotional costs associated with Telenet's launch of Belgian football (soccer) coverage and (ii) higher advertising expenses. The decrease during the nine-month period is due primarily to the net impact of (i) lower costs related to sales call centers, (ii) lower sponsorship costs, (iii) decreased sales commissions, primarily related to lower sales and (iv) increased promotional and advertising expenses, as described above;

•	Increases in outsourced labor and professional fees during the nine-month period of $3.0 million or 14.5%, primarily due to increases in consulting and legal costs associated with regulatory, strategic and financial initiatives;

•	Increases in personnel costs during the nine-month period of $2.4 million or 3.5%, primarily due to annual wage increases, increased staffing levels and higher bonus costs; and

•	A net decrease during the three-month period resulting from individually insignificant changes in other SG&A expense categories.

•	Increases in sales and marketing costs of $1.7 million or 19.3% and $6.5 million or 23.0%, respectively, due primarily to (i) higher costs related to increased advertising campaigns, (ii) higher sales commissions and (iii) costs associated with VTR Wireless' mobile initiative;

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•	Increases in personnel costs of $2.2 million or 15.9% and $5.3 million or 13.6%, respectively, due largely to higher staffing levels, mostly related to VTR Wireless' mobile initiative;

•	Increases of outsourced labor and professional fees of $1.7 million and $3.2 million, respectively, due primarily to increased consulting costs related to (i) VTR Wireless' mobile initiative and (ii) a subscriber retention project; and

•	Increases in facilities expenses of $1.3 million and $2.7 million, respectively, due largely to office rental and other facilities costs associated with VTR Wireless' mobile initiative.

•	Increases of $1.0 million and $2.7 million, respectively, due to costs incurred in connection with the Austar Transaction;

•	An increase during the nine-month period in personnel costs of $1.9 million or 7.7%, due primarily to annual wage increases and increased staffing levels;

•	Decreases in sales and marketing costs of $1.1 million or 9.8% and $1.8 million or 5.6%, respectively, due primarily to (i) more aggressive advertising campaigns during the 2010 nine-month period and (ii) lower sales commissions during the third quarter of 2011; and

•	Net decreases resulting from individually insignificant changes in other SG&A expense categories.

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(a)

Subscription revenue includes amounts received from subscribers for ongoing services, excluding installation fees, late fees and mobile telephony revenue. Subscription revenue from subscribers who purchase bundled services at a discounted rate is generally allocated proportionally to each service based on the standalone price for each individual service. However, due to regulatory, billing system and other constraints, the allocation of bundling discounts may vary between our broadband communications operating segments.

(b)	Other revenue includes non-subscription revenue (including B2B, interconnect, installation, carriage fee and mobile telephony revenue) and programming revenue.

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(a)	Includes stock-based compensation expense related to the LGI Performance Plans and LGI PSUs.

(b)

During the second quarter of 2011, Telenet modified the terms of certain of its stock option plans to provide for anti-dilution adjustments in connection with the capital distribution that, as further described in note 9 to our condensed consolidated financial statements, was approved by Telenet shareholders on April 27, 2011 and paid on July 29, 2011. These anti-dilution adjustments, which were finalized on July 26, 2011, provided for increases in the number of options outstanding and proportionate reductions to the option exercise prices such that the fair value of the options outstanding before and after the capital distribution remained the same for all option holders. In connection with these anti-dilution adjustments, Telenet recognized stock-based compensation expense of €11.0 million ($15.8 million at the average rate for the period) during the second quarter of 2011, and continues to recognize additional stock-based compensation as the underlying options vest.

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(a)

The gain during the 2011 three-month period is primarily attributable to the net effect of (i) losses associated with decreases in market interest rates in the euro, Swiss franc, Chilean Peso, Australian dollar, Czech koruna and Polish zloty markets, (ii) gains associated with decreases in the value of the Chilean peso, Swiss franc and Romanian lei relative to the U.S. dollar, (iii) gains associated with decreases in the value of the Polish zloty, Hungarian forint and Chilean peso relative to the euro, (iv) gains associated with an increase in the value of the U.S. dollar relative to the euro and (v) gains associated with decreases in market interest rates in the U.S. dollar market. The loss during the 2011 nine-month period is primarily attributable to the net effect of (i) losses associated with decreases in market interest rates in the euro, Swiss franc, Chilean peso, Australian dollar, Polish zloty and Czech koruna markets, (ii) gains associated with decreases in the value of the Polish zloty, Chilean peso and Hungarian forint relative to the euro (iii) gains associated with a decrease in the value of the Chilean peso relative to the U.S. dollar, (iv) losses associated with an increase in the value of the Swiss franc relative to the euro and (v) gains associated with decreases in market interest rates in the U.S. dollar market. In addition, the losses during the 2011 periods include net gains of $71.6 million and $115.0 million, respectively, resulting from changes in our credit risk valuation adjustments. See notes 4 and 5 to our condensed consolidated financial statements. The loss during the 2010 three-month period is primarily attributable to the net effect of (i) losses associated with increases in the values of the euro, Chilean peso, Swiss franc and Romanian lei relative to the U.S. dollar, (ii) losses associated with increases in the values of the Czech koruna, Polish zloty and Hungarian forint relative to the euro, (iii) losses associated with decreases in market interest rates in the euro market and (iv) gains associated with a decrease in the value of the Swiss franc relative to the euro. The loss during the 2010 nine-month period primarily is attributable to the net effect of (i) losses associated with decreases in market interest rates in the euro, Swiss franc, Romanian lei, Hungarian forint, Polish zloty and Czech koruna markets, (ii) losses associated with increases in the values of the Swiss franc, Czech koruna, Chilean peso and Polish zloty relative to the euro, (iii) gains associated with an increase in the value of the U.S. dollar relative to the euro, (iv) losses associated with increases in the values of the Swiss franc and Chilean peso relative to the U.S. dollar and (v) gains due to decreases in market interest rates in the U.S. dollar market. In addition, the losses during the 2010 periods include net gains of $39.8 million and $99.5 million, respectively, resulting from changes in our credit risk valuation adjustments.

(b)

Includes (i) a gain (loss) related to the KBW Total Return Swap of $15.5 million and ($28.8 million) during the three and nine months ended September 30, 2011, respectively, and (ii) gains (losses) related to the Sumitomo Collar of $97.8 million and ($40.4 million) during the three months ended September 30, 2011 and 2010, respectively, and $135.1 million and $19.7 million during the nine months ended September 30, 2011 and 2010, respectively. The gains (losses) on the Sumitomo Collar are primarily attributable to (i) decreases (increases) in the market price of Sumitomo common stock and (ii) increases in the value of the Japanese yen relative to the U.S. dollar. The gain (loss) on the KBW Total Return Swap takes into consideration our assessments with respect to (i) the probability of achieving KBW Antitrust Clearance and (ii) the fair value of KBW's net assets in the event a cash settlement of the KBW Total Return Swap is required. For additional information concerning the KBW Total Return Swap, see notes 2, 4 and 5 to our condensed consolidated financial statements.

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(a)

Amounts primarily relate to (i) loans between our non-operating and operating subsidiaries in Europe, which generally are denominated in the currency of the applicable operating subsidiary, (ii) U.S. dollar denominated loans between certain of our non-operating subsidiaries in the U.S. and Europe and (iii) a U.S. dollar denominated loan between a Chilean subsidiary and a non-operating subsidiary in Europe. Accordingly, these amounts are a function of movements of (i) the euro against (a) the U.S. dollar and (b) other local currencies in Europe and (ii) the U.S. dollar against the Chilean peso.

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(a)	For additional information regarding our investments and fair value measurements, see notes 3 and 5 to our condensed consolidated financial statements.

(b)

Amounts include changes in the fair value of Chellomedia's investment in Canal+ Cyfrowy Sp Zoo (Cyfra+) that are primarily attributable to (i) the impact of changes in the projected cash flows of Cyfra+ and (ii) changes in the value of the Polish zloty as compared to the euro and U.S. dollar. The 2011 amounts also reflect a decrease during the third quarter of 2011 in the fair value of our investment in a broadband communications operator in Switzerland, due primarily to a decrease in projected cash flows.

(c)	Represents changes in the fair value of the UGC Convertible Notes, including amounts attributable to the remeasurement of the UGC Convertible Notes into U.S. dollars. As further described in note 7 to our condensed consolidated financial statements, the UGC Convertible Notes were converted into LGI common stock in April 2011.

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(a)

The commitments reflected in this table do not reflect any liabilities that are included in our September 30, 2011 balance sheet other than debt and capital lease obligations.  Our liability for uncertain tax positions in the various jurisdictions in which we operate ($344.0 million at September 30, 2011) has been excluded from the table as the amount and timing of any related payments are not subject to reasonable estimation. In addition, commitments arising from acquisition agreements, including those described in note 2 to our condensed consolidated financial statements, are not included in this table.

(b)

Amounts are based on interest rates and contractual maturities in effect as of September 30, 2011. These amounts are presented for illustrative purposes only and will likely differ from the actual cash payments required in future periods. In addition, the amounts presented do not include the impact of our interest rate derivative agreements, deferred financing costs, discounts or commitment fees, all of which affect our overall cost of borrowing.

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Item 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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(i)	an instantaneous increase (decrease) of 10% in the value of the Swiss franc, the Polish zloty, the Hungarian forint, the Czech koruna, the Chilean peso, and the Romanian lei relative to the euro would have decreased (increased) the aggregate fair value of the UPC Broadband Holding cross-currency and interest rate derivative contracts by approximately €445.7 million ($599.4 million);

(ii)	an instantaneous increase (decrease) of 10% in the value of the Swiss franc, the Chilean peso, and the Romanian lei relative to the U.S. dollar would have decreased (increased) the aggregate fair value of the UPC Broadband Holding cross-currency and interest rate derivative contracts by approximately €107.0 million ($143.9 million);

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(iii)	an instantaneous increase (decrease) of 10% in the value of the euro relative to the U.S. dollar would have decreased (increased) the aggregate fair value of the UPC Broadband Holding cross-currency and interest rate derivative contracts by approximately €105.3 million ($141.6 million);

(iv)	an instantaneous increase (decrease) in the relevant base rate of 50 basis points (0.50%) would have increased (decreased) the aggregate fair value of the UPC Broadband Holding cross-currency and interest rate derivative contracts by approximately €70.3 million ($94.5 million); and

(v)	an instantaneous increase (decrease) in UPC Broadband Holding's credit spread of 50 basis points (0.50%) would have increased (decreased) the aggregate fair value of the UPC Broadband Holding cross-currency and interest rate derivative contracts by approximately $19.0 million ($19.6 million).

(i)	an instantaneous increase (decrease) of 10% in the value of the Chilean peso relative to the U.S. dollar would have decreased (increased) the fair value of the VTR cross-currency and interest rate derivative contracts by approximately CLP 30.3 billion ($58.2 million); and

(ii)	an instantaneous increase (decrease) in the relevant base rate (excluding margin) of 50 basis points (0.50%) would have increased (decreased) the aggregate fair value of the VTR cross-currency and interest rate derivative contracts by approximately CLP 3.8 billion ($7.3 million).

(i)	an instantaneous decrease in the Japanese yen risk-free rate of 50 basis points (0.50%) would have increased the fair value of the Sumitomo Collar by ¥2.7 billion ($35.0 million) and conversely, an increase of 50 basis points would have decreased the value by ¥2.6 billion ($33.7 million); and

(ii)	an instantaneous increase (decrease) of 10% in the per share market price of Sumitomo's common stock would have decreased (increased) the fair value of the Sumitomo Collar by approximately ¥4.1 billion ($53.2 million).

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(a)	Includes the cash flows of (i) our interest rate cap, collar and swap instruments and (ii) the interest-related cash flows of our cross-currency and cross-currency interest rate swap instruments.

(b)	Includes the principal-related cash flows of our cross-currency and cross-currency interest rate swap instruments.

(c)	Includes amounts related to the Sumitomo Collar, and to a lesser extent, our foreign currency forward contracts. We expect to use the collective value of the Sumitomo Collar and the underlying Sumitomo shares held by our company to settle the Sumitomo Collar Loan maturities in 2016 through 2018.

Item 4.	CONTROLS AND PROCEDURES

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Item 1.	LEGAL PROCEEDINGS

Item 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

(a)	Issuer unregistered sales of equity securities

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(c)	Issuer Purchases of Equity Securities

(a)	Average price paid per share includes direct acquisition costs where applicable.

(b)	On February 18, 2011, our board of directors authorized a new equity repurchase program of up to $1.0 billion. At September 30, 2011, we were authorized to purchase $133.2 million of our LGI Series A and Series C common stock under this program.

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Item 6.	EXHIBITS

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