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KBW. On December 15, 2011, UPC Germany HoldCo 2 GmbH (UPC Germany HC2), our indirect subsidiary, acquired all of the outstanding shares of Kabel BW Musketeer GmbH (formerly known as Musketeer GmbH) (KBW Musketeer), the indirect parent company of KBW, pursuant to a Sale and Purchase Agreement dated March 21, 2011, with Oskar Rakso S.à.r.l as the seller (the KBW Acquisition). At closing, Oskar Rakso S.á.r.l. transferred its KBW Musketeer shares and assigned the balance of a loan receivable from KBW Musketeer to UPC Germany HC2 in consideration of UPC Germany HC2's payment of the purchase price of €1,062.4 million ($1,381.9 million at the transaction date) in cash. Such purchase price, together with KBW Musketeer's consolidated net debt at December 15, 2011 (aggregate fair value of debt and capital lease obligations outstanding less cash and cash equivalents) of €2,352.9 million ($3,060.7 million at the transaction date) resulted in total consideration of €3,415.3 million ($4,442.6 million at the transaction date), excluding direct acquisition costs. The regulatory authorities in Germany conditioned their approval of the KBW Acquisition upon our agreement with several conditions primarily concerning our contracts and relationships with housing associations and our encryption of our digital free-to-air (FTA) television services. We acquired KBW in order to achieve certain financial, operational and strategic benefits through the integration of KBW with our existing operations in Germany and, to a lesser extent, other parts of Europe.

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Aster. On September 16, 2011, a subsidiary of UPC Holding paid total cash consideration equal to PLN 2,445.7 million ($784.7 million at the transaction date) in connection with its acquisition of a 100% equity interest in Aster Sp. z.o.o. (Aster), a broadband communications operator in Poland (the Aster Acquisition).  The total cash consideration, which UPC Holding initially funded with available cash and cash equivalents, included the equivalent of PLN 1,602.3 million ($513.5 million at the transaction date) that was used to repay Aster's debt immediately prior to our acquisition of Aster's equity and excludes direct acquisition costs.  The approval of the Aster Acquisition by the regulatory authorities in Poland

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Austar. On July 11, 2011, our company and Austar entered into agreements with certain third parties (collectively, FOXTEL) pursuant to which FOXTEL would acquire 100% of Austar's ordinary shares through a series of transactions (the Austar Transaction), one of which involves our temporary acquisition of the 45.85% of Austar's ordinary shares held by the noncontrolling shareholders (the Austar NCI Acquisition). The sales price under the transaction is AUD 1.52 ($1.56) in cash per share, which represents a total equity sales price of AUD 1,932.7 million ($1,982.1 million) for a 100% interest in Austar (based on Austar ordinary shares outstanding at December 31, 2011) or AUD 1,046.5 million ($1,073.2 million) for our 54.15% interest in Austar. Completion of the Austar Transaction is subject to a number of conditions, including (1) regulatory approvals regarding (a) competition, which approval has not yet been granted, and (b) foreign investment matters, which approval was received in December 2011, (2) an independent expert's determination that the Austar Transaction is in the best interests of Austar's noncontrolling shareholders, which determination was received in December 2011, (3) our receipt of a private letter ruling from the Internal Revenue Service confirming our intended treatment of the transaction, which ruling we received in November 2011, and (4) approval by a majority in number of the voting noncontrolling shareholders who represent at least 75% of the votes cast by noncontrolling shareholders at the Austar shareholder meeting, which is currently scheduled for March 30, 2012. Assuming the remaining conditions precedent are satisfied as required by the Austar Transaction, it is currently expected that the Austar NCI Acquisition will occur in April 2012 and that FOXTEL's acquisition of 100% of Austar from our company for AUD 1.52 per share will occur in May or June of 2012. If the Austar NCI Acquisition does not close by April 17, 2012 or FOXTEL does not acquire 100% of Austar by June 29, 2012, the applicable underlying agreements will expire if not otherwise extended.

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Spectrum Licenses. On February 16, 2011, Austar sold a wholly-owned subsidiary that owned certain spectrum licenses. Austar received total sales consideration of AUD 119.4 million ($120.9 million at the transaction date), consisting of cash consideration of AUD 57.4 million ($58.1 million at the transaction date) for the share capital and a cash payment to Austar of AUD 62.0 million ($62.8 million at the transaction date) representing the repayment of the sold subsidiary's intercompany debt.

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KBW Notes. At December 31, 2011, KBW Musketeer and its subsidiaries had outstanding (1) €680.0 million ($881.3 million) principal amount of 9.5% Senior Notes (the KBW Senior Notes), (2) €800.0 million ($1,036.8 million) principal amount of 7.5% Senior Secured Notes (the KBW Euro Senior Secured Notes), (3) $500.0 million principal amount of 7.5% Senior Secured Notes (the KBW Dollar Senior Secured Notes and together with the KBW Euro Senior Secured Notes, the KBW Senior Secured Fixed Rate Notes), and (4) €420.0 million ($544.3 million) principal amount of Senior Secured Floating Rate Notes (the KBW Senior Secured Floating Rate Notes and together with the KBW Senior Secured Fixed Rate Notes, the KBW Senior Secured Notes). The KBW Senior Notes mature on March 15, 2021, the KBW Senior Secured Fixed Rate Notes mature on March 15, 2019, and the KBW Senior Secured Floating Rate Notes mature on March 15, 2018. The KBW Senior Notes are senior obligations of KBW Musketeer that rank equally with all of the existing and future senior debt of KBW Musketeer and are senior to all existing and future subordinated debt of KBW Musketeer. The KBW Senior Secured Notes are senior obligations of KBW that rank equally with all of the existing and future senior debt of KBW and are senior to all existing and future subordinated debt of KBW. The KBW Senior Notes and KBW Senior Secured Notes have been issued pursuant to two indentures, each dated March 31, 2011.

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KBW Revolving Credit Facility. A subsidiary of KBW is the borrower under a €100.0 million ($129.6 million) secured revolving credit facility agreement dated March 31, 2011, with certain lenders (the KBW Revolving Credit Facility), which was undrawn as of December 31, 2011. Borrowings under the KBW Revolving Credit Facility, which mature on March 31, 2017, may be used for general corporate and working capital purposes.

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UPC Broadband Holding Bank Facility Refinancing Transactions. The UPC Broadband Holding Bank Facility is the senior secured credit facility of UPC Broadband Holding BV (UPC Broadband Holding), a wholly-owned subsidiary of UPC Holding. In July and August 2011, UPC Broadband Holding entered into various additional facility accession agreements, resulting in a new redrawable term loan facility (Facility AA) with an aggregate principal amount of €904.0 million ($1,171.5 million). In connection with these transactions, certain lenders under existing Facilities L, M, N, Q and W novated their drawn and undrawn commitments to UPC Broadband Operations BV, a direct subsidiary of UPC Broadband Holding, and entered into the new Facility AA. As a result of these transactions, total commitments of (1) €129.7 million ($168.1 million) under Facility L, (2) €36.8 million ($47.7 million) under Facility M, (3) $30.0 million under Facility N, (4) €392.0 million ($508.0 million) under Facility Q and (5) €125.0 million ($162.0 million) under Facility W were effectively rolled into Facility AA. The final maturity date for Facility AA is July 31, 2016. Facility AA may be increased in the future by entering into one or more additional facility accession agreements.

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Telenet Credit Facility. The Telenet Credit Facility is the senior secured credit facility of Telenet NV and Telenet International Finance S.á.r.l. (Telenet International), each a wholly-owned subsidiary of Telenet. During the third quarter of 2011, pursuant to various facility accession agreements, Telenet International executed (1) two new term loan facilities (Telenet Facilities Q and R) in aggregate principal amounts of €431.0 million ($558.7 million) and €798.6 million ($1,035.0 million), respectively, and (2) a revolving credit facility (Telenet Facility S) in an aggregate principal amount of €158.0 million ($204.8 million), which was undrawn at December 31, 2011. In connection with these transactions, (1) certain lenders novated their existing Telenet Facility G drawn commitments to Telenet Luxembourg Finance Center S.à.r.l., a subsidiary of Telenet NV, and entered into the new Telenet Facilities Q and R and (2) Telenet's then-existing undrawn €175.0 million ($251.7 million at the transaction date) revolving credit facility was canceled. As a result of these transactions, €1,229.6 million ($1,746.3 million at the transaction date) of Telenet Facility G drawn commitments were

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Telenet SPE Notes. Telenet Finance III Luxembourg S.C.A. (Telenet Finance III) is a special purpose financing company that is owned 99.9% by a foundation established under the laws of the Netherlands and 0.1% by a Luxembourg private limited liability company as general partner. On February 15, 2011, Telenet Finance III issued €300.0 million ($388.8 million) principal amount of 6.625% senior secured notes due February 15, 2021 (the Telenet Finance III Senior Notes). Telenet Finance III used the proceeds from the Telenet Finance III Senior Notes to fund a new additional facility (Telenet Facility O) under the Telenet Credit Facility, with Telenet International as the borrower. Telenet International applied €286.5 million ($387.1 million at the transaction date) of the proceeds from Telenet Facility O to redeem a portion of the outstanding borrowings under Telenet Facilities K and L1. The remaining €80.0 million ($103.7 million) of outstanding borrowings under Telenet Facilities K and L1 were rolled into a new Telenet Facility G2 under the Telenet Credit Facility, which had terms similar to the existing Telenet Facility G.

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UGC Convertible Notes. On March 15, 2011, we called for redemption the remaining €328.2 million ($425.3 million) principal amount outstanding of the 1.75% euro-denominated convertible senior notes due April 15, 2024, that had been issued by our subsidiary, UnitedGlobalCom, Inc., in 2004 (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 UGC Convertible Notes were converted into an aggregate of 7,328,994 shares of LGI Series A common stock and 7,249,539 shares of LGI Series C common stock.

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LGI Convertible Notes. 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 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).

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Stock Repurchases. Pursuant to our various stock repurchase programs, we repurchased during 2011 a total of 9,114,812 shares of LGI Series A common stock at a weighted average price of $38.99 per share and 14,203,563 shares of LGI Series C common stock at a weighted average price of $39.22 per share, for an aggregate cash purchase price of $912.3 million, including direct acquisition costs. On December 14, 2011, our board of directors authorized a new program of up to $1.0 billion (before direct acquisition costs) for the repurchase of LGI Series A common stock, LGI Series C common stock, or any combination of the foregoing, through open market or privately negotiated transactions, which may include derivative transactions. The timing of the repurchase of shares pursuant to this program is dependent on a variety of factors, including market conditions. This program may be suspended or discontinued at any time. At December 31, 2011, the remaining amount authorized for stock repurchases was $1,011.1 million.

•	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, including competitor responses to our products and services;

•	fluctuations in currency exchange rates and interest rates;

•	instability in global financial markets, including sovereign debt issues in the European Union (EU) and related fiscal reforms;

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•	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 our existing service offerings, including our digital video, broadband internet and telephony services, and of new technology, programming alternatives and broadband services that we may offer in the future;

•	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;

•	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;

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the ability to obtain regulatory approval and satisfy other conditions necessary to close acquisitions and dispositions, such as our pending disposition of Austar, and the impact of conditions imposed by competition and other regulatory authorities in connection with acquisitions, including the impact of the conditions imposed in connection with the acquisition of Aster and KBW on our operations in Poland and Germany, respectively;

•	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;

•	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;

•	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 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, malicious human acts, natural disasters, pandemics and other similar events.

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(1)

Homes Passed are homes or residential multiple dwelling units that can be connected to our networks without materially extending the distribution plant, except for DTH and MMDS homes. Our Homes Passed counts are based on census data that can change based on either revisions to the data or from new census results. We do not count homes passed for DTH. With respect to MMDS, one MMDS customer is equal to one Home Passed. Due to the fact that we do not own the partner networks (defined below) used in Switzerland and the Netherlands (see note 13) or the unbundled loop and shared access network used by one of our Austrian subsidiaries, UPC Austria GmbH (Austria GmbH), we do not report homes passed for Switzerland's and the Netherlands' partner networks or the unbundled loop and shared access network used by Austria GmbH.

(2)

Two-way Homes Passed are Homes Passed by those sections of our networks that are technologically capable of providing two-way services, including video and internet services and, in most cases, telephony services. Due to the fact that we do not own the partner networks used in Switzerland and the Netherlands or the unbundled loop and shared access network used by Austria GmbH, we do not report two-way homes passed for Switzerland's or the Netherlands' partner networks or the unbundled loop and shared access network used by Austria GmbH.

(3)

Customer Relationships are the number of customers who receive at least one of our video, internet or voice services that we count as Revenue Generating Units (RGUs), without regard to which or to how many services they subscribe. To the extent that RGU counts include equivalent billing unit (EBU) adjustments, we reflect corresponding adjustments to our Customer Relationship counts. For further information regarding our EBU calculation, see Additional General Notes to Tables below. Customer Relationships generally are counted on a unique premises basis. Accordingly, if an individual receives our services in two premises (e.g., a primary home and a vacation home), that individual generally will count as two Customer Relationships. We exclude mobile customers from Customer Relationships. For Belgium, Customer Relationships only include customers who subscribe to an analog or digital cable service due to billing system limitations.

(4)

Revenue Generating Unit is separately an Analog Cable Subscriber, Digital Cable Subscriber, DTH Subscriber, MMDS Subscriber, Internet Subscriber or Telephony Subscriber. A home, residential multiple dwelling unit, or commercial unit may contain one or more RGUs. For example, if a residential customer in our Austrian system subscribed to our digital cable service, telephony service and broadband internet service, the customer would constitute three RGUs. Total RGUs is the sum of Analog Cable, Digital Cable, DTH, MMDS, Internet and Telephony Subscribers. RGUs generally are counted on a unique premises basis such that a given premises does not count as more than one RGU for any given service. On the other hand, if an individual receives one of our services in two premises (e.g. a primary home and a vacation home), that individual will count as two RGUs for that service. Each bundled cable, internet or telephony service is counted as a separate RGU regardless of the nature of any bundling discount or promotion. Non-paying subscribers are counted as subscribers during their free promotional service period. Some of these subscribers may choose to disconnect after their free service period. Services offered without charge on a long-term basis (e.g., VIP subscribers, free service to employees) generally are not counted as RGUs.

(5)

Analog Cable Subscriber is a home, residential multiple dwelling unit or commercial unit that receives our analog cable service over our broadband network. In light of the fact that our digital free-to-air television channels are not encrypted in certain portions of our German footprint, the Analog Cable Subscriber count reported for Germany also includes subscribers who may use a purchased set-top box or other non-verifiable means to receive our unencrypted basic digital cable channels without subscribing to any services that would require the payment of recurring monthly fees in addition to the basic analog service fee (Basic Digital Cable Subscriber). In Europe, we have approximately 445,900 “lifeline” customers that are counted on a per connection basis, representing the least expensive regulated tier of video cable service, with only a few channels.

(6)

Digital Cable Subscriber is a home, residential multiple dwelling unit or commercial unit that receives our digital cable service over our broadband network or through a partner network. We count a subscriber with one or more digital converter boxes that receives our digital cable service in one premises as just one subscriber. A Digital Cable Subscriber is not counted as an Analog Cable Subscriber. As we migrate customers from analog to digital cable services, we report a decrease in our Analog Cable Subscribers equal to the increase in our Digital Cable Subscribers. Basic Digital Cable Subscribers in Germany (see note 5 above) are not included in the Digital Cable Subscriber count reported for Germany. Subscribers in Switzerland and Belgium who use purchased set-top boxes or other means to receive our basic digital cable service, but do not pay a recurring monthly service fee in addition to the basic analog service fee, are counted as Digital Cable Subscribers to the extent that such individuals are subscribing to our analog cable service. At December 31, 2011, we included 224,200 and 63,600 of these subscribers in the Digital Cable Subscribers reported for Belgium and Switzerland, respectively. In the case of Switzerland, we estimate the number of such subscribers. Subscribers to digital cable services provided by our Switzerland operations over partner networks receive analog cable services from the partner networks as opposed to our Switzerland operations.

(7)	DTH Subscriber is a home, residential multiple dwelling unit or commercial unit that receives our video programming broadcast directly via a geosynchronous satellite.

(8)	MMDS Subscriber is a home, residential multiple dwelling unit or commercial unit that receives our video programming via MMDS.

(9)

Internet Homes Serviceable are Two-way Homes Passed that can be connected to our network, or a partner network with which we have a service agreement, for the provision of broadband internet services if requested by the customer, building owner or housing association, as applicable. With respect to Austria GmbH, we do not report as Internet Homes Serviceable those homes served either over an unbundled loop or over a shared access network.

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(10)

Internet Subscriber is a home, residential multiple dwelling unit or commercial unit that receives internet services over our networks, or that we service through a partner network. Our Internet Subscribers in Austria include 70,200 residential digital subscriber line (DSL) subscribers of Austria GmbH that are not serviced over our networks. Our Internet Subscribers do not include customers that receive services from dial-up connections. In Germany, we offer a 128Kbps wholesale internet service to housing associations on a bulk basis. Our Internet Subscribers in Germany include 6,000 subscribers within such housing associations who have requested and received a modem that enables the receipt of this 128Kbps wholesale internet service.

(11)

Telephony Homes Serviceable are Two-way Homes Passed that can be connected to our network, or a partner network with which we have a service agreement, for the provision of telephony services if requested by the customer, building owner or housing association, as applicable. With respect to Austria GmbH, we do not report as Telephony Homes Serviceable those homes served over an unbundled loop rather than our network.

(12)	Telephony Subscriber is a home, residential multiple dwelling unit or commercial unit that receives voice services over our networks, or that we service through a partner network. Telephony Subscribers exclude mobile telephony subscribers. Our Telephony Subscribers in Austria include 52,700 residential subscribers of Austria GmbH that are not serviced over our networks.

(13)

Pursuant to service agreements, Switzerland and, to a much lesser extent, the Netherlands offer digital cable, broadband internet and telephony services over networks owned by third-party cable operators (partner networks). A partner network RGU is only recognized if there is a direct billing relationship with the customer. Homes Serviceable for partner networks represent the estimated number of homes that are technologically capable of receiving the applicable service within the geographic regions covered by the applicable service agreements. Internet and Telephony Homes Serviceable with respect to partner networks have been estimated by our Switzerland operations. These estimates may change in future periods as more accurate information becomes available. At December 31, 2011, Switzerland's partner networks account for 118,500 Customer Relationships, 203,500 RGUs, 80,200 Digital Cable Subscribers, 477,600 Internet and Telephony Homes Serviceable, 72,700 Internet Subscribers, and 50,600 Telephony Subscribers. In addition, partner networks account for 491,800 of Switzerland's digital cable homes serviceable that are not included in Homes Passed or Two-way Homes Passed in our December 31, 2011 subscriber table.

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Video. Our cable operations offer a full range of video services, including basic and premium programming and incremental product and service offerings, such as high definition (HD) channels, digital video recorder (DVR), HD DVR, an electronic programming guide and, in certain markets, video-on-demand (VoD) or near-video-on-demand (NVoD). In several of our markets, we also have enhanced pay-per-view programming and/or programming in 3D format on channels we distribute and through VoD. To receive our digital services, a subscriber must either purchase or rent a set-top box, and obtain a conditional access security card, or a smart card, from our operators. A smart card is not, however, required for basic digital services in the German federal state of Baden-Württemberg because we do not encrypt our basic digital services in that market. In some of our markets, a subscriber may use a "digicard" to access our digital services. A "digicard" is a small device that allows customers with a common interface plus (CI+) enabled television set, who subscribe to, or otherwise have access to, our digital video service, to view such services without a set-top box. A set-top box is not required to receive our analog services.

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Broadband Internet.We offer multiple tiers of broadband internet service in all of our broadband communications markets. Such service has download speeds ranging up to an ultra high-speed internet service of at least 100 Mbps. In 2011, our operations in Poland began offering a download speed of up to 150 Mbps. Our ultra high-speed internet service is based primarily on Euro DOCSIS 3.0 technology. In Switzerland, it is based on US DOCSIS 3.0 technology. We also offer value-added broadband services through certain of our operations for an incremental charge. These services include security and online storage solutions. As described under —Telephony below, we offer mobile broadband services in certain of our markets.

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Telephony. Multi-feature telephony services are available through voice-over-internet-protocol (VoIP) in all of our broadband communication markets. In Austria, Chile and Hungary, we also provide circuit-switched telephony services. We are also offering mobile services, both internet and voice, as a mobile virtual network operator (MVNO) over third-party networks in Belgium, Germany and Poland. Our telephony service may be selected on a stand-alone basis or in combination with one or more of our other services. Our telephony service includes a basic telephony product for line rental (which includes unlimited network calling in some countries, like Romania) and, in most of our markets, unlimited national off peak calling branded “Freetime,” unlimited national 24/7 calling branded “Anytime” and Minute Packs, including calls to mobile phones. Our price plans also include unlimited international calls within the EU, in most of our markets. We also offer value-added services, such as a second phone line, a personal call manager, unified messaging and caller ID, at an incremental cost.

•	recapturing bandwidth and optimizing our networks by increasing the number of nodes in our markets and using digital compression technologies;

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•	using wireless technologies to extend our services outside the home;

•	offering remote access to our video services through personal computers, tablets and smart phones; and

•	developing a multimedia home gateway based on an internet protocol-based digital television-platform, which we refer to as “Horizon,” that is capable of distributing video, voice and data content throughout the home and to multiple devices, such as tablets and smart phones and provides a seamless intuitive way to access live, time-shifted, on-demand and web-based content on the television.

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(1)	Percentage of total HP that are two-way HP.

(2)	Percentage of total HP to which digital video (including digital MMDS), broadband internet or fixed telephony services, as applicable, are made available.

(3)	Percentage of total HP served by a network with the indicated bandwidth. HP for Ireland excludes MMDS HP.

(4)	Percentage of total HP that subscribe to cable television services (Analog Cable or Digital Cable).

(5)	Percentage of cable television subscribers (Analog Cable and Digital Cable Subscribers) that are Digital Cable Subscribers.

(6)	Percentage of Digital Cable Subscribers with HD, DVR or HD DVR.

(7)	Percentage of Internet Homes Serviceable and Telephony Homes Serviceable that subscribe to broadband internet or fixed-telephony services, as applicable.

(8)	Percentage of total customers that subscribe to two services (double-play customers) or three services (triple-play customers) offered by our operations (video, broadband internet and fixed-line telephony).

(9)	Assuming the contractual right to serve the building exists in the case of multiple dwelling units.

(10)	Less than 1%.

(11)	Almost all of these homes passed are served by a network with a bandwidth of at least 600 MHz.

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(1)	Excludes the lifeline tier.

(2)	Excludes the channels that are also included in basic analog tier.

(3)	Percentage of total two-way HP to which broadband internet service with download speeds of 100 Mbps or greater is available.

(4)	Currently available in the German federal state of Baden-Württemberg.

(5)	Currently available in the German federal states of North Rhine-Westphalia and Hesse.

(6)	Depending on whether the subscriber is located in Baden-Württemberg, North Rhine-Westphalia or Hesse.

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Germany. The UPC Broadband Division's operations in Germany are operated by Unitymedia and, since December 15, 2011, by KBW (collectively, UPC Germany). UPC Germany's operations are located in the German federal states of Baden-Württemberg, North Rhine-Westphalia and Hesse and includes the major cities of Cologne, Dortmund, Dusseldorf, Essen, Frankfurt, Heidelberg, Karlsruhe, Mannheim and Stuttgart. UPC Germany offers video, internet and fixed telephony services throughout most of its footprint. UPC Germany offers mobile service as a MVNO through arrangements with Telefónica Germany GmbH & Co. OHG (Telefónica Germany). This mobile service is comprised of voice and data. UPC Germany introduced a digicard for its video cable customers in 2011. The digicard is available to customers for an incremental monthly charge and allows the customer to view their digital video service without the need of a set-top box. Through an agreement with Sky Deutschland AG (Sky Deutschland), KBW offers its subscribers in Baden-Württemberg channels from Sky Deutschland and, in addition, a bundle of its internet and telephony services with premium channels from Sky Deutschland. Through another agreement with Sky Deutschland, Unitymedia subscribers in North Rhine-Westphalia and Hesse may receive Sky Deutschland channels using their Unitymedia smart cards. Transactional NVoD services are available to subscribers to UPC Germany's digital video service with a set top box or digicard in the German federal states of North Rhine-Westphalia and Hesse and VoD is available to subscribers to its digital video service in the German federal state of Baden-Württemberg. UPC Germany's VoD service, including catch-up television, has approximately 1,500 movies, including movies from several Hollywood studios and HD programming.

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•	The Netherlands. The UPC Broadband Division's operations in the Netherlands (UPC Netherlands) are located in six broad regional clusters, including the major cities of Amsterdam and Rotterdam. UPC Netherlands offers video, internet and fixed telephony throughout its footprint.

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Switzerland. The UPC Broadband Division's operations in Switzerland and a small portion of Austria (UPC Cablecom) are located in 24 of the 26 member states (Cantons) of Switzerland, including major cities such as Bern, Zürich, Lausanne and Geneva, and in the region of Vorarlberg, Austria. UPC Cablecom's basic video service (digital or analog) is available in any one of three languages (French, German or Italian). In addition to its video, broadband internet and telephony services, UPC Cablecom has entered into a partnership with a mobile communications provider, which will allow it to offer mobile service as a full MVNO and market quadruple-play packages.

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Other Western Europe. The UPC Broadband Division also operates cable and DSL networks in Austria (excluding the Austrian portion of UPC Cablecom's network) (UPC Austria) and cable and MMDS networks in Ireland (UPC Ireland). The DSL services are provided over an unbundled loop or, in certain cases, over a shared access network. UPC Austria's DSL operations are available in the majority of Austria, wherever the incumbent telecommunications operator has implemented DSL technology.

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Central and Eastern Europe. The UPC Broadband Division also operates cable networks in the Czech Republic (UPC Czech), Hungary (UPC Hungary), Poland (UPC Poland) and Romania (UPC Romania), and Slovakia (UPC Slovakia). VoD service, including catch-up television, is available to our subscribers in Hungary and in major metropolitan areas in Poland. The UPC Broadband Division also has DTH operations in certain of these countries, which it provides through UPC DTH.

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Telenet (Belgium). Liberty Global Europe's operations in Belgium are conducted by Telenet. We own 50.2% of Telenet's outstanding ordinary shares. Telenet offers video, broadband internet and fixed and mobile telephony services (quadruple play) in Belgium, primarily to residential customers in the Flanders region and approximately one-third of the city of Brussels. In addition, pursuant to an agreement executed on June 28, 2008 (the PICs Agreement), with four associations of municipalities in Belgium (the pure intercommunales or PICs), Telenet leases the PICs broadband communications network and, accordingly, makes its services available to all of the homes passed by the cable network owned by the PICs.

•	Chile. Our broadband distribution business in Chile is conducted primarily through UPC Holding's 80%-owned subsidiary VTR. In addition, VTR Wireless S.A. (VTR Wireless), an 80%-owned subsidiary of Liberty Global Europe, is constructing a wireless network in Chile. We have two shareholders' agreements with Comm Corp S.A., our partner in VTR and VTR Wireless, respectively.

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•	Chello Programming.

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Chello On Demand (Transactional Television). Chello On Demand aggregates and delivers entertainment content into VoD offers (transactional and subscription based) for the UPC Broadband Division and other broadband operators. This service offers movies, international comedy and drama, documentaries, children's entertainment and local content on the subscriber's request. Chello On Demand offers VoD services in Austria, Hungary, the Netherlands, Poland and Switzerland.

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Investments. Chellomedia, through its Liberty Global Ventures division, is an investor in various ventures for the development of country-specific Pan European programming, including a 20% interest in Disney XD Poland, a 50% interest in Weer & Verkeer (Weather & Traffic Channel), an indirect 40% interest in Open Broadcast Network d.d., a television broadcaster in Bosnia and Herzegovina, and a 25% interest in Shorts HD and Shorts TV channels. Chellomedia also owns non-controlling interests in Canal+ Cyfrowy Sp zoo, a DTH platform in Poland, in Wananchi Group (Holdings), an East Africa provider of video, broadband internet and telephony services, and in O3B Networks Limited, a development stage company that plans to operate a satellite-based data backhaul business across the developing world (predominately Africa), and in various entities developing technology relevant to our operations.

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Germany. We are the second largest cable television provider in Germany and the largest cable television provider in the federal states of Baden-Württemberg, North Rhine-Westphalia and Hesse based on the number of video cable subscribers. UPC Germany's video cable services are available to approximately 33% of the television households in Germany and it serves 18% of the total television market. UPC Germany's primary competition is from FTA television received via satellite.  UPC Germany also competes with the IPTV services over DSL of the incumbent telecommunications operator, Deutsche Telekom. Deutsche Telekom has approximately 1.4 million video subscribers in Germany, or 4% of the total television market, for its IPTV services and has announced plans to target a total of 5 million customers with its IPTV services by 2015. In August 2011, Deutsche Telekom expanded its program offerings, bundling its DSL offerings with DTH services, including a HD DVR, in areas where the broadband speeds are not sufficient to deliver television signals over DSL. In addition, Vodafone launched its IPTV service in February 2011, bundling it aggressively with its broadband offerings. Deutsche Telekom, Net Cologne GmbH and Professional Operators compete with UPC Germany for housing association contracts. Professional Operators typically procure the broadcast signals they distribute from UPC Germany or from DTH providers. Certain Professional Operators may also use such opportunities to build their own distribution networks or to install their own head-ends for receiving satellite signals.

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The Netherlands. We are the second largest cable television provider in the Netherlands based on the number of video cable subscribers. UPC Netherland's video cable services are available to approximately 38% of the television households in the Netherlands and it serves 25% of the total television market. Competition from the DTT and DSL-TV services offered by the incumbent telecommunications provider, Royal KPN NV (KPN), is strong with KPN providing subscription video services to 18% of the total television households. KPN is the majority owner of the Netherlands DTT service, Digitenne. It also offers a DSL-TV service that includes VoD, an electronic program guide and DVR functionality. In addition, the FTTx networks of Reggefiber TTH Company Ltd. (a subsidiary of KPN) are a competitive factor in a number of cities. Future expansion of these networks is expected within our service area as Reggefiber TTH Company Ltd has announced plans to reach 20% of the households in the Netherlands by year-end 2013. With its ability to offer bundled triple-play and quadruple-play services, KPN is a significant competitor. KPN targets our price sensitive customers with attractive offers for its IPTV services and its triple-play and quadruple-play bundles.

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Switzerland. We are the largest cable television provider in Switzerland based on the number of video cable subscribers and the sole provider in substantially all of our network area. UPC Cablecom's video cable services are available to approximately 65% of the television households in Switzerland and it serves 47% of the total television market. Due to a small program offering, competition from terrestrial television in Switzerland is limited, although DTT is now available in most parts of Switzerland. DTH satellite services are also limited due to various legal restrictions such as construction and zoning regulations or rental agreements that prohibit or impede installation of satellite dishes. Our main competitor is Swisscom, the incumbent telecommunications operator, which provides IPTV services over DSL or FTTx networks to approximately 17% of all television households in Switzerland. Swisscom offers VoD services as well as DVR functionality and HD channels and has exclusive rights to distribute certain programming. Based on internal estimates, the Swisscom FTTx network reached 341,000 households in our network area at year-end 2011. With respect to subscribers on partner networks, UPC Cablecom competes with other service providers for the contracts to serve these subscribers. To effectively compete, UPC Cablecom offers DVR functionality, VoD (including catch-up television) and several HD channels. UPC Cablecom also has a broad range of program options and continues to market promotional packages for its bundled services. The digicard is also an important marketing product.

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Other Western Europe. In Austria, we are the largest cable television provider based on the number of video cable subscribers. UPC Austria's video cable service is available to approximately 33% of the television households in Austria and it serves 14% of the total television market. UPC Austria's primary competition is from FTA television received via satellite. Approximately 48% of the Austrian television households receive only FTA television. Competition from the DSL-TV services provided by the incumbent telecommunications operator, Telekom Austria AG (Telekom Austria), and from DTH satellite services offered by Sky Deutschland also continue to increase. Telekom Austria offers its DSL-TV service, which includes advanced features, such as VoD, at a heavy discount to the video cable subscription price within the market. It also offers competitively priced bundles. In addition, Telekom Austria has launched a FTTx network in parts of our footprint. To stay competitive, UPC Austria offers HD DVR functionality and VoD service and has enhanced its program offerings with programs from Sky Deutschland. UPC Austria includes these services in its bundles, which it markets at competitive prices. Many bundles are offered at a discount when subscribers select the services for twelve or more months.

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Central and Eastern Europe. We are the largest cable television provider in Poland based on the number of video cable subscribers. UPC Poland's video cable services are available to approximately 18% of the television households in Poland and it serves 9% of the total television market. In providing video services, UPC Poland competes primarily with DTH service providers, including the largest DTH provider, Cyfrowy Polsat SA. Cyfrowy Polsat SA serves 24% of the television households in Poland. It also offers a mobile broadband service. With their announced merger, another significant DTH service provider will be the combined companies of Canal+ Cyfrowy Sp z o.o and TVN Group, followed by the DTH service provider Orange Poland, an indirect subsidiary of France Telecom S.A. Orange Poland also offers IPTV and a mobile broadband service. In addition, UPC Poland competes with other cable operators with triple-play services, who have overbuilt portions of UPC Poland's operations and are aggressively promoting triple-play bundles. To stay competitive, UPC Poland offers HD DVR, VoD services and the ability to record programs remotely via the internet. It also uses its broadband internet download speeds to market its bundled services. In addition, in certain markets, it offers mobile service for a quadruple-play. Promotional discounts are available, including discounts to bundled prices for subscribers who select bundled services for a period of at least 24 months.

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Belgium. Telenet is the sole provider of video cable services in its network area. Its video cable service is available to approximately 62% of the television households in Belgium and it serves approximately 48% of the total television market. It is the largest subscription television provider in Belgium based on the number of pay video subscribers. Telenet's principal competitor is Belgacom NV/SA (Belgacom), the incumbent telecommunications operator, which has interactive digital television, VoD and HD service as part of its video offer. Belgacom also offers double-play, triple-play and quadruple-play packages, with a television offered for free when a customer subscribes to bundled services. It also includes certain sports programming (primarily football (soccer) related) at no additional charge. Approximately 21% of total television households in Belgium subscribe to Belgacom's IPTV services over its DSL and DSL-TV networks. Telenet also faces competition from M7 Group SA, branded TV Vlaanderen Digitaal, which is the largest DTH service provider in Telenet's network area. Also, Mobistar SA offers a quadruple-play bundle of video, broadband internet and fixed and mobile telephony. We believe that Telenet's multimedia platform Yelo, together with its extensive cable network, the broad acceptance of its basic cable television services and its extensive additional features, such as HD and DVR functionality and VoD offerings, allow Telenet to compete effectively. In addition, Telenet offers competitively priced quadruple-play bundles, which include its mobile service.Telenet is also expanding its programming and continues to market a variety of bundle options to meet the needs of its customers.

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Licensing and Exclusivity. The Regulatory Framework requires Member States to abolish exclusivities on communication networks and services in their territory and allow operators into their markets based on a simple registration. The Regulatory Framework sets forth an exhaustive list of conditions that may be imposed on communication networks and services. Possible obligations include, among other things, financial charges for universal service or for the costs of regulation, environmental requirements, data privacy and other consumer protection rules, “must carry” obligations, provision of customer information to law enforcement agencies and access obligations.

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Significant Market Power. Certain of the obligations allowed by the Regulatory Framework apply only to operators or service providers with “Significant Market Power” in a relevant market. For example, the provisions of the Access Directive allow EU Member States to mandate certain access obligations only for those operators and service providers that are deemed to have Significant Market Power. For purposes of the Regulatory Framework, an operator or service provider will be deemed to have Significant Market Power where, either individually or jointly with others, it enjoys a position of significant economic strength affording it the power to behave to an appreciable extent independently of competitors, customers and consumers.

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Video Services. The regulation of distribution, but not the content, of television services to the public is harmonized by the Regulatory Framework. Member States are allowed to impose reasonable must carry obligations for the transmission of specified radio and television broadcast channels on certain operators under their jurisdiction. Such obligations should be based on clearly defined general interest objectives, be proportionate and transparent and be subject to periodic review. We are subject to some degree of “must carry” regulation in all European markets in which we operate. In some cases, these obligations go beyond what we believe is allowable under the Regulatory Framework. To date, however, the EU Commission has taken very limited steps to enforce EU law in this area, leaving intact “must carry” obligations that are

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Net Neutrality/Traffic Management. Other current regulatory debates at the EU and national level include net neutrality/traffic management, as well as responsibilities for ISPs on illegal content or activities on the internet. With respect to net neutrality/traffic management, the EU Commission confirmed in April 2011 that no additional EU regulation is needed to preserve net neutrality. The EU Commission made this decision after concluding that the existing provisions of the Regulatory Framework on consumer transparency and the ability of regulators to impose a minimum quality of service on an operator should be given time to be tested by Member States. In December 2011, BEREC, the joint body of European telecommunications regulators, published non-binding guidelines on net neutrality and transparency. BEREC believes that transparency and the ability for end-users to easily switch providers is vital and recommends that operators should provide clear end-user information about service limitations and actual speeds. This decision, however, is still subject to ongoing political debate, and European or national regulation in this area cannot be excluded.

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The digital FTA television channels (as opposed to channels marketed in premium subscription packages) distributed on the networks of Unitymedia and KBW will be distributed in unencrypted form commencing January 1, 2013. This commitment is consistent with KBW's current practice and generally covers FTA television channels in SD and HD. If, however, FTA television broadcasters request their HD content to be distributed in an encrypted HD package, the encryption of FTA HD channels is still possible. In addition, we made a commitment that, through December 15, 2015,

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•	Effective January 1, 2012, Unitymedia and KBW waived their exclusivity rights in access agreements with housing associations, with respect to the usage of infrastructures other than the in-building distribution networks of Unitymedia and KBW to provide television, internet or telephony services within the building.

•	Effective January 1, 2012, upon expiration of the minimum term of an access agreement with a housing association, Unitymedia or KBW, as applicable, will transfer the ownership rights to the in-building distribution network to the building owner or other party granting access. In addition, Unitymedia and KBW have waived their right to remove their in-building distribution networks.

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A special early termination right will be granted with respect to certain of Unitymedia's and KBW's existing access agreements with the largest housing associations that cover more than 800 dwelling units and have a remaining term of more than three years. The total number of dwelling units covered by the affected agreements is approximately 340,000, of which approximately 230,000 and 110,000 are located in the footprints of Unitymedia and KBW, respectively. The special termination right may be exercised on or before September 30 of each calendar year up to the expiration of the current contract term, with termination effective as of January 1 or July 1 of the following year. If the special termination right is exercised, compensation will be paid to partially reimburse Unitymedia or KBW, as applicable, for their unamortized investments in modernizing the in-building network based on an agreed formula.

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MVNO Litigation. On December 23, 2011, the Supreme Court overruled a decision of the Antitrust Court and found that three mobile phone operators (Movistar, Entel and Claro) were infringing an antitrust law, by refusing to deal with third parties interested in providing mobile services as MVNOs. The Supreme Court declared that the licensed frequency allocation of the spectrum was an essential supply to provide mobile services. Therefore, the mobile companies, by refusing to allow third parties the use of the frequency and other assets of their network, were effectively excluding potential competitors. Apart from imposing a fine, it ordered the operators to make a public and reasonable offering of their facilities to third parties interested in providing mobile services as a MVNO. Even though this obligation should only affect the companies that were sanctioned in the decision, it is possible that the decision may be extended to new participants, including VTR.

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LTE Bidding. In December 2011, the Ministry announced a bidding process to award three licenses for high capacity mobile data services in the 2.5 GHz spectrum, that will grant portions of spectrum rights from a total of 120 MHz. Pursuant to the bidding conditions, the successful bidder will be required to offer wholesale services and service some isolated locations. Interested parties must submit their proposals on April 19, 2012.

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Rate Adjustments. With respect to VTR's ability to increase the price of its different telecommunication services to its subscribers, the General Consumer Protection Laws contain provisions that may be interpreted by the National Consumer's Service (Sernac) to require that any increase in rates - over the inflation rate - to existing subscribers must be previously accepted and agreed to by those subscribers, impairing VTR's capacity to rationalize its pricing policy over current customers. VTR disagrees with this interpretation and is evaluating its options for adjusting or increasing its subscriber rates in compliance with applicable laws.

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Channel Lineup. With respect to VTR's ability to modify its channel lineup without the previous consent of the subscribers, Sernac expressed that such action may be against certain provisions of the applicable Consumer Protection Law, including those provisions prohibiting misleading advertisement, unilateral modification of the clients' contracts and abusive clauses. Sernac filed several lawsuits against VTR. In June 2008, the Court of Appeals of Santiago ruled against VTR in one of these lawsuits. The Supreme Court rejected an appeal of this decision. Based on nine favorable rulings recently obtained by VTR, granting the company the right to modify its channel lineup, VTR disagrees with Sernac's interpretation. To prevent future conflicts with Sernac, VTR is negotiating with Sernac to establish common acceptable criteria to enable modifications of VTR's channel lineup. In December 2011, VTR proposed new wording for its customer agreements that would establish a framework for future modifications. We are currently unable to predict the outcome of this matter.

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On-Off Net Traffic/Bundling. The Antitrust Court launched a consultation to determine whether or not to impose restrictions on calling price differentiation (On Net/Off Net) and bundling (including resale and regulatory accounting). The Antitrust Court decision could involve significant changes in fixed and mobile pricing strategies, affecting VTR's ability to offer discounts for service bundles or imposing resale obligations on cable television, broadband and/or telephony. The Antitrust Court's decision is expected in first quarter of 2012.

•	Telecommunication Services Proposal. In November 2011, the Subtel published a proposal for a General Telecommunication Services Ruling. The purpose of this proposal is to regulate the offer of telecommunication services (voice, internet access, and pay television, either alone or in bundles) from a consumer protection point of view. If enacted,

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•	risks that relate to the competition we face and the technology used in our businesses;

•	risks that relate to our operating in overseas markets and being subject to foreign regulation;

•	risks that relate to certain financial matters; and

•	other risks, including risks that relate to our capitalization and the obstacles faced by anyone who may seek to acquire us.

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•	fluctuations in foreign currency exchange rates;

•	difficulties in staffing and managing international operations;

•	potentially adverse tax consequences;

•	export and import restrictions, custom duties, tariffs and other trade barriers;

•	increases in taxes and governmental fees;

•	economic and political instability; and

•	changes in foreign and domestic laws and policies that govern operations of foreign-based companies.

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•	impair our ability to use our bandwidth in ways that would generate maximum revenue and operating cash flow;

•	create a shortage of capacity on our network, which could limit the types and variety of services we seek to provide our customers;

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•	strengthen our competitors by granting them access and lowering their costs to enter into our markets; and

•	have a significant adverse impact on our profitability.

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•	incur or guarantee additional indebtedness;

•	pay dividends or make other upstream distributions;

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•	make investments;

•	transfer, sell or dispose of certain assets, including subsidiary stock;

•	merge or consolidate with other entities;

•	engage in transactions with us or other affiliates; or

•	create liens on their assets.

•	fund capital expenditures or acquisitions that could improve their value;

•	meet their loan and capital commitments to their business affiliates;

•	invest in companies in which they would otherwise invest;

•	fund any operating losses or future development of their business affiliates;

•	obtain lower borrowing costs that are available from secured lenders or engage in advantageous transactions that monetize their assets; or

•	conduct other necessary or prudent corporate activities.

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•	authorizing a capital structure with multiple series of common stock: a Series B that entitles the holders to 10 votes per share; a Series A that entitles the holders to one vote per share; and a Series C that, except as otherwise required by applicable law, entitles the holder to no voting rights;

•	authorizing the issuance of “blank check” preferred stock, which could be issued by our board of directors to increase the number of outstanding shares and thwart a takeover attempt;

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•	classifying our board of directors with staggered three-year terms, which may lengthen the time required to gain control of our board of directors;

•	limiting who may call special meetings of stockholders;

•	prohibiting stockholder action by written consent, thereby requiring all stockholder actions to be taken at a meeting of the stockholders;

•	establishing advance notice requirements for nominations of candidates for election to our board of directors or for proposing matters that can be acted upon by stockholders at stockholder meetings;

•	requiring stockholder approval by holders of at least 80% of the voting power of our outstanding common stock or the approval by at least 75% of our board of directors with respect to certain extraordinary matters, such as a merger or consolidation of our company, a sale of all or substantially all of our assets, or an amendment to our restated certificate of incorporation or bylaws; and

•	the existence of authorized and unissued stock, which would allow our board of directors to issue shares to persons friendly to current management, thereby protecting the continuity of our management, or which could be used to dilute the stock ownership of persons seeking to obtain control of our company.

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Item 5.	MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

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

(b)	As of December 31, 2011, the remaining amount authorized for stock repurchases was $1,011.1 million. This amount reflects the authorization on December 15, 2011 of a new $1.0 billion equity repurchase program. For additional information, see note 11 to our consolidated financial statements.

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(a)

We acquired KBW on December 15, 2011, Aster on September 16, 2011 and Unitymedia on January 28, 2010. We sold the J:COM Disposal Group on February 18, 2010 and we expect to complete the disposition of Austar subsequent to December 31, 2011. Accordingly, our summary balance sheet data as of December 31, 2011 presents Austar as a discontinued operation and our summary statement of operations data presents the J:COM Disposal Group, Austar and a less significant entity as discontinued operations during the applicable periods. We also completed a number of less significant acquisitions during the years presented. For information regarding our acquisitions and dispositions during the past three years, see notes 3 and 4 to our consolidated financial statements.

(b)	Includes earnings from continuing operations attributable to noncontrolling interests of $38.6 million, $86.4 million, $174.9 million, $18.1 million and $63.4 million, respectively.

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Item 7.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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

•	Results of Operations. This section provides an analysis of our results of operations for the years ended December 31, 2011, 2010 and 2009.

•	Liquidity and Capital Resources. This section provides an analysis of our corporate and subsidiary liquidity, consolidated cash flow statements and contractual commitments.

•	Critical Accounting Policies, Judgments and Estimates. This section discusses those material accounting policies that contain uncertainties and require significant judgment in their application.

•	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.

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

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

(iii)	organic declines in subscription revenue from (a) video services in Poland and, to a lesser extent, the Czech Republic, and (b) broadband internet services in Poland during the fourth quarter of 2011, as compared to the third quarter of 2011;

(iv)	organic declines in (a) video RGUs in the majority of our markets during the fourth 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 and (b) total RGUs in Switzerland during the fourth quarter of 2011;

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

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

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(a)

Germany's subscription revenue includes revenue from multi-year bulk agreements with landlords or housing associations or with third parties that operate and administer the in-building networks on behalf of housing associations. These bulk agreements, which generally allow for the procurement of the basic analog signals from Unitymedia and KBW at volume-based discounts, provide access to nearly two-thirds of Germany's analog cable subscribers. During 2011, Germany's 20 largest bulk agreement accounts generated approximately 6% of the combined annual revenue of Unitymedia and KBW (including estimated amounts billed directly to the building occupants for premium cable, broadband internet and telephony

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(b)

Germany's non-subscription revenue includes fees received for the carriage of certain channels included in Germany's analog and digital cable offerings. These fees, which represented approximately 7% of the combined annual revenue of Unitymedia and KBW during 2011, are subject to contracts that expire or are otherwise terminable by either party at various dates ranging from 2012 through 2014. No assurance can be given that these contracts will be renewed or extended on financially equivalent terms, or at all. In addition, in connection with the KBW Acquisition, we made a commitment to regulators that, through December 15, 2015, the annual carriage fees received by Unitymedia and KBW for each free-to-air television channel distributed in digital or simulcast in digital and analog would not exceed a specified annual amount, determined by applying the respective current rate card systems of Unitymedia and KBW as of January 1, 2012.

(c)

The increase in Germany's subscription revenue related to a change in the average number of RGUs is attributable to increases in the average numbers of broadband internet, telephony and digital cable RGUs that were only partially offset by a decline in the average number of analog cable RGUs. The decline in Germany's average number of analog cable RGUs led to a decline in the average number of total video RGUs in Germany during 2011, as compared to 2010.

(d)

The increase in Germany's subscription revenue related to a change in ARPU is due to an improvement in RGU mix, attributable to higher proportions of telephony, digital cable and broadband internet RGUs, that was only partially offset by a net decrease resulting primarily from the following factors: (i) lower ARPU due to the impact of free bundled services provided to new subscribers during promotional periods, (ii) lower ARPU due to a higher proportion of customers receiving discounted analog cable services through bulk agreements and (iii) lower ARPU due to a decrease in telephony call volume for customers on usage-based calling plans. In connection with the KBW Acquisition, we made certain commitments to regulators, including a commitment to distribute digital free-to-air television channels in unencrypted form commencing January 1, 2013. We do not expect this commitment, which is consistent with KBW's current practice, to have a material impact on our future prospects for growth in Germany's video revenue.

(e)	The increase in Germany's non-subscription revenue is primarily attributable to increases in (i) installation revenue, primarily due to a higher number of RGU additions, (ii) interconnect revenue, primarily due to growth in Germany's telephony services and (iii) channel carriage fees.

(a)	The increase in the Netherlands' subscription revenue related to a change in the average number of RGUs is attributable to increases in the average numbers of digital cable, telephony and broadband internet RGUs that were only partially offset by a decline in the average number of analog cable RGUs. The decline in the Netherlands' average number of analog cable

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(b)

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

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

(a)

The increase in Switzerland's subscription revenue related to a change in Switzerland's average number of RGUs is attributable to increases in the average numbers of digital cable, broadband internet and telephony RGUs that were only partially offset by a decrease in the average number of analog cable RGUs. The decline in the average numbers of Switzerland's analog cable RGUs led to a decline in the average number of total video RGUs in Switzerland during 2011, as compared to 2010.

(b)

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

(c)

The increase in Switzerland's non-subscription revenue is primarily attributable to the net impact of (i) an increase in installation revenue, (ii) a decline 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 decline in B2B revenue is due primarily to lower revenue of $8.0 million or 34.9% from construction and equipment sales that was only partially offset by modest growth in B2B telephony and broadband internet services.

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(a)

The increase in Other Western Europe's subscription revenue related to a change in the average number of RGUs is attributable to increases in the average numbers of telephony, broadband internet and digital cable 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 2011, as compared to 2010.

(b)

The decrease in Other Western Europe's subscription revenue related to a change in ARPU is primarily attributable to a decrease in ARPU in Austria, as ARPU in Ireland declined only slightly during 2011, as compared to 2010. The decrease in Austria's overall ARPU is primarily due to the net effect of (i) lower ARPU due to a higher proportion of customers selecting lower-priced tiers of broadband internet services, (ii) lower ARPU due to a decrease in telephony call volume for customers on usage-based calling plans and a higher proportion of customers selecting such usage-based calling plans and (iii) higher ARPU due to the third quarter 2011 implementation of an additional charge for broadband internet services. Ireland's overall ARPU declined slightly during 2011, as compared to 2010, primarily due to the net impact of the following factors: (i) higher ARPU due to January 2011 price increases for certain digital and broadband internet services and (ii) lower ARPU due to a decrease in telephony call volume for customers on usage-based calling plans and a higher proportion of customers selecting such usage-based calling plans. In addition, Other Western Europe's overall ARPU was slightly impacted by adverse changes in RGU mix in both Austria and Ireland.

(c)

The decrease in Other Western Europe's non-subscription revenue is due primarily to (i) a decrease in B2B revenue and (ii) a net decrease resulting from individually insignificant changes in other non-subscription revenue categories. The decrease in B2B revenue is primarily attributable to the net effect of (i) growth in Ireland's B2B broadband internet services, (ii) a decrease 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.

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(a)

The increase in Central and Eastern Europe's subscription revenue related to a change in the average number of RGUs is primarily attributable to increases in the average numbers of digital cable (mostly in Poland, Hungary and Romania), broadband internet (mostly in Poland, Hungary and the Czech Republic) and telephony RGUs (mainly in Poland and Hungary) that were only partially offset by declines in the average numbers of analog cable and, to a much lesser extent, MMDS video RGUs. 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 2011, as compared to 2010.

(b)

The decrease in Central and Eastern Europe's subscription revenue related to a change in ARPU is 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 a decrease in telephony call volume for customers on usage-based calling plans. The impacts of these negative factors were partially offset by an improvement in Central and Eastern Europe's RGU mix, primarily attributable to higher proportions of digital cable and broadband internet RGUs.

(c)	The increase in Central and Eastern Europe's non-subscription revenue is primarily attributable to an increase in B2B revenue, largely driven by growth in B2B broadband internet and telephony services in the Czech Republic and Poland.

(a)

The organic increase in Telenet's subscription and non-subscription revenue is net of decreases of $7.6 million and $3.7 million, respectively, 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.

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(b)

The increase in Telenet's subscription revenue related to a change in the average number of RGUs is attributable to increases in the average numbers of digital cable, broadband internet and telephony RGUs that were only partially offset by a decline in the average number of analog cable RGUs. The decline in the average number of analog cable RGUs led to a decline in the average number of total video RGUs during 2011, as compared to 2010.

(c)

The increase in Telenet's subscription revenue related to a change in ARPU is due to an improvement in RGU mix, attributable to higher proportions of digital cable, broadband internet and telephony RGUs, that was only partially offset by a net decrease 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 an increase in the proportions of customers selecting lower-priced tiers of broadband internet services, (iii) lower ARPU due to a decrease in telephony call volume for customers on usage-based plans and (iv) higher ARPU from digital cable services.

(d)

The increase in Telenet's non-subscription revenue is due primarily to (i) an increase in mobile telephony revenue of $22.5 million, (ii) an increase in interconnect revenue, as higher interconnect revenue associated with growth in mobile and fixed telephony services more than offset lower revenue associated with a decline in mobile termination rates, and (iii) an increase in revenue from B2B services. These increases were partially offset by a decrease in installation revenue, primarily attributable to a lower number of RGU additions and increased promotional discounts.

(a)	The increase in the VTR Group's subscription revenue related to a change in the average number of RGUs is primarily due to increases in the average numbers of digital cable, broadband internet and telephony RGUs that were only partially offset by a decline in the average number of analog cable RGUs.

(b)

The increase in the VTR Group's subscription revenue related to a change in ARPU is due to (i) an improvement in RGU mix, primarily attributable to a higher proportion of digital cable RGUs, and (ii) a net increase resulting primarily from the following factors: (a) higher ARPU due to inflation and other price adjustments, (b) lower ARPU from broadband internet services, (c) 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 and (d) higher ARPU from digital cable services.

(c)	The increase in the VTR Group's non-subscription revenue is primarily attributable to higher advertising revenue that was only partially offset by lower interconnect and installation revenue.

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(b)

The increase in subscription revenue in the Netherlands’ related to a change in ARPU is primarily attributable to the positive impacts of (i) an improvement in the Netherlands’ RGU mix, attributable to higher proportions of digital cable, broadband internet and telephony RGUs, (ii) January 2010 price increases for certain video, broadband internet and telephony services and (iii) higher ARPU from digital cable services. These positive factors were only partially offset by the negative impacts

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(c)	The increase in the Netherlands’ non-subscription revenue is largely attributable to increases in (i) B2B revenue, due primarily to growth in business broadband internet and telephony services, (ii) installation revenue and (iii) interconnect revenue.

(b)

The slight decrease in Switzerland’s subscription revenue related to a change in ARPU is due primarily to the net impact of (i) an improvement in Switzerland's RGU mix, attributable to higher proportions of digital cable and, to a lesser extent, broadband internet and telephony RGUs, (ii) price increases implemented during the second half of 2010 for certain video services, (iii) higher ARPU from digital cable services, (iv) lower telephony call volume for customers on usage-based calling plans and (v) an increase in the proportion of broadband internet subscribers selecting lower-priced tiers of service.

(c)

The increase in Switzerland’s non-subscription revenue is primarily attributable to the net impact of (i) an increase in installation revenue, (ii) higher revenue from the sale of customer premises equipment, due largely to the second quarter 2010 introduction of digicards, and (iii) a decline in B2B revenue. The decline in B2B revenue is due primarily to lower construction and equipment sales revenue that was only partially offset by modest growth in business broadband internet and telephony services.

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(a)

The increase in Other Western Europe's subscription revenue related to a change in the average number of RGUs is attributable to increases in the average numbers of digital cable, telephony and broadband internet RGUs that were only partially offset by decreases in the average numbers of analog cable and, to a lesser extent, MMDS RGUs. The negative impact of lower average numbers of analog cable and MMDS RGUs led to a decline in the average number of total video RGUs in Other Western Europe during 2010, as compared to 2009.

(b)

The decrease in Other Western Europe's subscription revenue related to a change in ARPU is primarily attributable to the negative impacts of (i) slightly lower ARPU from digital cable services, (ii) a higher proportion of subscribers selecting lower-priced tiers of analog cable services, (iii) lower telephony call volume for customers on usage-based calling plans and, in Austria, a higher proportion of customers selecting such usage-based calling plans and (iv) a higher proportion of customers selecting lower-priced tiers of broadband internet services. These negative factors were partially offset by the positive impacts of (i) an improvement in RGU mix, attributable to higher proportions of digital cable and broadband internet RGUs, and (ii) rate increases for certain video, broadband internet and telephony services.

(c)	The increase in Other Western Europe’s non-subscription revenue is due primarily to an increase in B2B revenue, including the positive impact of a first quarter 2010 settlement with the incumbent telecommunications operator in Austria.

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(b)

The decrease in Central and Eastern Europe's subscription revenue related to a change in ARPU is primarily attributable to the negative impacts of (i) higher proportions of broadband internet and video subscribers selecting lower-priced tiers of service, (ii) lower ARPU from analog cable services, (iii) lower telephony call volume for customers on usage-based calling plans and (iv) lower ARPU from digital cable services. These negative factors were partially offset by the positive impacts of (i) an improvement in RGU mix, primarily attributable to higher proportions of digital cable and broadband internet RGUs, and (ii) a June 2010 price increase for certain digital cable services in Poland.

(c)	The increase in Central and Eastern Europe's non-subscription revenue is due primarily to the net impact of (i) an increase in interconnect revenue, primarily in Poland, (ii) higher revenue from B2B services in Hungary, Poland and the Czech Republic and (iii) a decrease in revenue from B2B services in Romania.

(a)

The increase in Telenet's subscription revenue related to a change in the average number of RGUs is attributable to increases in the average numbers of digital cable, broadband internet and telephony RGUs that were only partially offset by a decline in the average number of analog cable RGUs. The decline in the average number of analog cable RGUs led to a decline in the average number of total video RGUs during 2010 as compared to 2009.

(b)

The increase in Telenet's subscription revenue related to a change in ARPU is primarily attributable to the positive impacts of (i) an improvement in RGU mix, attributable to higher proportions of digital cable, broadband internet and telephony RGUs and (ii) February 2009 and 2010 price increases for certain analog and digital cable services and a March 2009 price increase for telephony services. These positive factors were only partially offset by the negative impacts of (a) an increase in the proportion of customers selecting lower-priced tiers of broadband internet service and (b) lower telephony call volume for customers on usage-based plans.

(c)

The increase in Telenet's non-subscription revenue is due primarily to a $29.0 million increase in mobile telephony revenue that was only partially offset by (i) a decrease in installation revenue, primarily attributable to increased discounting and a lower number of RGU additions, (ii) lower sales of mobile handsets and digital set-top boxes, (iii) lower revenue from contract termination billings and (iv) a decrease in third-party commissions earned by Telenet’s mobile telephony retail operations. An increase in interconnect revenue and other individually insignificant changes in non-subscription revenue also contributed to the increase.

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(b)

The increase in the VTR Group's subscription revenue related to a change in ARPU is primarily attributable to the net effect of (i) a higher proportion of subscribers selecting higher-priced tiers of broadband internet services, (ii) a higher proportion of subscribers selecting lower-priced tiers of video service, (iii) an improvement in RGU mix, attributable to higher proportions of digital cable and broadband internet RGUs, (iv) higher ARPU from digital cable services, (v) lower 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 and (vi) an increase due to inflation and other price adjustments.

(c)	The increase in the VTR Group's non-subscription revenue is primarily attributable to increases in advertising and installation revenue that were only partially offset by a decrease in interconnect revenue.

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•

An increase in programming and related costs of $28.8 million or 5.6%, due primarily to growth in digital video services, predominantly in the Netherlands, Germany, Poland and Ireland. The net impact of favorable copyright and programming fee settlements, primarily in Germany and the Netherlands, also contributed to the increase, as the $3.5 million favorable impact in 2011 was less than the $6.4 million favorable impact in 2010. These increases were partially offset by the impact of lower rates for certain copyright fees in Germany.

•	An increase in outsourced labor and professional fees of $15.0 million or 9.9%, primarily attributable to increased call center costs due to higher call volumes in Germany, Switzerland, the Netherlands and the Czech Republic;

•	A decrease in interconnect costs of $12.6 million or 6.8%, primarily attributable to the net effect of (i) decreased costs

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An increase in personnel costs of $7.2 million or 2.1%, due primarily to the net effect of (i) a decrease associated with higher levels of labor costs allocated to certain capital projects, including the development of our Horizon platform, (ii) annual wage increases, (iii) higher employee benefit related costs primarily in the Netherlands and Germany, (iv) lower costs related to temporary personnel, primarily in Switzerland and Germany, (v) increased bonus costs and (vi) increased staffing levels;

•	A decrease of $6.9 million or 43.6%, due primarily to lower B2B construction and equipment sales in Switzerland;

•

A decrease in network related expenses of $5.6 million or 2.3%, due primarily to the net effect of (i) lower energy 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 accruals in connection with the settlement of operational contingencies during the second and fourth quarters of 2011, (ii) increased encryption costs, due largely to an increased number of installed digital cable set-top boxes, (iii) a $6.7 million decrease due to the 2011 settlement of a claim for costs incurred in connection with faulty customer premises equipment, primarily in the Netherlands and Switzerland, (iv) higher costs associated with the refurbishment of customer premises equipment and (v) higher duct and pole rental costs due primarily to increased rates in the Czech Republic and Romania. In Germany, duct and pole rental costs remained relatively constant as the impact of higher rates was offset by the favorable impact of the fourth quarter 2011 settlement of an operational contingency. In addition, in the UPC Broadband Division's central operations, the favorable impact of a fourth quarter 2011 settlement of a dispute with a third party regarding services rendered in 2010 contributed $2.9 million to the overall decrease in network related expenses; and

•	A decrease of $4.5 million at UPC DTH due to lower satellite costs resulting from (i) lower transponder rates and (ii) the impact of certain expenses incurred during 2010 related to UPC DTH's migration to a new satellite.

•

An increase in programming and related costs of $36.3 million or 21.7%, due primarily to (i) an increase 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 €34 million ($45 million) to €37 million ($49 million) during 2012;

•	An increase in network related expenses of $18.2 million or 20.2%, due primarily to (i) DTT network costs that Telenet began incurring during the fourth quarter of 2010 pursuant to an agreement that provides Telenet with the right to use a specified DTT network through June 2024, (ii) higher costs associated with the refurbishment of customer premises equipment and (iii) higher maintenance costs;

•	A decrease of $13.8 million in outsourced labor and customer premises equipment costs incurred in connection with the installation of certain wireless routers that were sold to customers during 2010.  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;

•	An increase of $8.8 million or 23.9% in mobile costs, primarily due to increased mobile handset costs from (i) increased handset sales, primarily to third-party retailers, and (ii) promotions involving free or heavily-discounted handsets;

•	An increase in personnel costs of $8.8 million or 8.9%, due largely to increased staffing levels and annual wage increases. The increase in staffing levels is largely due to (i) the insourcing of certain customer care functions and (ii) increased network operations activities; and

•	A decrease in interconnect costs of $7.0 million or 8.2%, due primarily to decreases associated with (i) the previously-discussed change from gross to net presentation of revenue and expenses related to certain premium text messaging and

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An increase in programming and related costs of $14.6 million or 13.2%, as an increase associated with growth in digital cable services was only partially offset by a decrease arising from 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;

•	An increase in facilities expenses of $6.5 million, due mostly to higher site and tower rental costs in connection with VTR Wireless' mobile initiative;

•	An increase in outsourced labor and professional fees of $6.2 million or 29.1%, due largely to (i) increased call center costs due to efforts to improve service levels, (ii) a higher number of service calls and (iii) higher site and tower location costs incurred in connection with VTR Wireless' mobile initiative;

•	A decrease in bad debt and collection expenses of $5.4 million, as improved economic conditions and customer retention efforts have resulted in better collection experience; and

•	An increase in personnel costs of $2.9 million or 5.8%, due primarily to higher staffing levels related to VTR Wireless' mobile initiative.

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An increase in programming and related costs of $42.0 million or 14.0%, due primarily to (i) growth in digital video services, predominantly in the Netherlands, Ireland, our UPC DTH operations and Poland, and (ii) foreign currency exchange rate fluctuations with respect to non-functional currency expenses associated with certain programming contracts, primarily in Poland and Switzerland. These factors were partially offset by the impact of the fourth quarter 2010 release of $8.1 million of copyright fee accruals in connection with the settlement of certain contingencies, primarily in Germany and the Netherlands;

•

An increase of $19.3 million that represents the full year 2010 impact of the Hungarian Telecom Tax imposed during the fourth quarter of 2010, with retroactive effect to the beginning of 2010. The Hungarian Telecom Tax is currently scheduled to expire at the end of 2012. For additional information concerning the Hungarian Telecom Tax, see the discussion under Discussion and Analysis of our Reportable Segments - General above;

•	A decrease in bad debt and collection expenses of $18.0 million, due largely to improved collection experience, most notably in Germany and the Czech Republic. For information regarding our approach to estimating the effects of acquisitions, see Results of Operations above;

•

An increase in network related expenses of $15.5 million or 8.5%, due largely to (i) higher costs associated with the refurbishment of customer premises equipment by the Netherlands, UPC DTH, Romania and Poland, (ii) higher energy costs in the Netherlands and the Czech Republic and (iii) higher costs in the UPC Broadband Division's central operations due to increased network transit requirements. The higher energy costs in the Netherlands are partially attributable to non-recurring items;

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•	An increase in outsourced labor and professional fees of $8.1 million or 7.0%, due largely to higher outsourced labor associated with customer-facing activities, primarily in Switzerland and Ireland; and

•	A $3.3 million decrease during the third quarter of 2010 due to the impact of a favorable interconnect rate settlement in Switzerland.

•	An increase in interconnect and access costs of $16.2 million or 22.0%, primarily due to growth in mobile and fixed-line telephony services, the impact of which was only partially offset by lower mobile termination rates;

•	An increase in mobile telephony handset costs of $14.1 million, attributable to the success of mobile telephony calling plan promotions involving free or heavily discounted handsets;

•	An increase in programming and related costs of $11.8 million or 7.2%, due primarily to growth in digital cable services that was only partially offset by the impact of lower negotiated rates for programming content;

•	A decrease in outsourced labor of $11.4 million or 14.0%, due primarily to (i) the insourcing of certain customer care functions and (ii) decreased expenses associated with a decline in the number of visits to customer premises to reconnect or maintain services;

•	A decrease of $9.7 million related to the impact of a fourth quarter 2009 charge that was recorded to reflect the settlement of future obligations to provide post-employment benefits to certain Telenet employees;

•	An increase in network related expense of $8.2 million or 9.5%, due primarily to (i) DTT network costs that Telenet began incurring during the fourth quarter of 2010 pursuant to the aforementioned DTT network agreement that expires in June 2024, (ii) higher costs associated with the refurbishment of customer premises equipment and (iii) higher maintenance costs;

•	A decrease in customer premises equipment sold to customers of $6.2 million, due primarily to lower mobile handset and digital set-top box sales; and

•	An increase in personnel costs of $5.7 million or 5.9%, due primarily to (i) increased staffing levels, largely related to (a) the insourcing of certain customer care functions and (b) increased network operations activities, including activities associated with Telenet’s conversion to a full MVNO during the fourth quarter of 2010, and (ii) higher severance costs.

•	A decrease in network related expenses of $8.1 million or 18.8%, due primarily to lower tariff rates for pole rentals;

•	An increase in programming and related costs of $6.0 million or 6.3%, as an increase associated with growth in digital cable services was only partially offset by a decrease arising from foreign currency exchange rate fluctuations with respect to the VTR Group’s U.S. dollar denominated programming contracts;

•	An increase in personnel costs of $2.8 million or 6.7%, due primarily to higher bonus costs; and

•	An increase in bad debt expense of $2.5 million or 7.5%, due primarily to subscriber growth and economic conditions.

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•	An increase in personnel costs of $22.1 million or 6.6%, due primarily to (i) annual wage increases, (ii) higher marketing staffing levels, mostly in Switzerland and the Netherlands, (iii) higher bonus costs and (iv) higher severance costs;

•	An increase in outsourced labor and professional fees of $14.0 million or 29.4%, due primarily to higher consulting costs for (i) procurement, billing system and other initiatives within the UPC Broadband Division's central operations and (ii) strategic marketing projects in Germany;

•

An increase in sales and marketing costs of $7.3 million or 2.3% , due primarily to the net effect of (i) increased marketing activities, primarily in the Netherlands, Ireland and UPC DTH, (ii) higher sales commissions in Germany and (iii) lower sales commissions in the Czech Republic. The increase in sales commissions in Germany was partially offset by the release of an accrual in connection with the second quarter 2011 settlement of an operational contingency; and

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•	An increase in information technology related expense of $4.5 million or 14.0%, due primarily to additional support and maintenance requirements.

•

A decrease in sales and marketing costs of $12.4 million or 13.9%, due primarily to (i) lower marketing expenses, as increased promotional costs associated with Telenet's launch of Belgian football (soccer) coverage and advertising expenses during 2011 were more than offset by higher marketing campaign costs in 2010, (ii) lower sponsorship costs, (iii) lower costs related to sales call centers and (iv) decreased sales commissions, primarily related to lower sales;

•	An increase in outsourced labor and professional fees of $3.8 million or 13.9%, primarily due to an increase in consulting and legal costs associated with regulatory, strategic and financial initiatives; and

•	An increase in personnel costs of $2.1 million or 2.3%, primarily due to annual wage increases and increased staffing levels, partially offset by lower severance costs.

•	An increase in sales and marketing costs of $10.6 million or 27.7%, due primarily to (i) increased costs associated with rebranding and other advertising campaigns that are largely attributable to VTR Wireless' mobile initiative and (ii) higher sales commissions;

•	An increase in facilities expenses of $4.3 million, due largely to office rental and other facilities costs associated with VTR Wireless' mobile initiative;

•	An increase in personnel costs of $2.1 million or 3.8%, primarily due to higher staffing levels related to VTR Wireless' mobile initiative; and

•	An increase in outsourced labor and professional fees of $2.1 million, due primarily to increased consulting costs related to (i) VTR Wireless' mobile initiative and (ii) a subscriber retention project.

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•	An increase in personnel costs of $16.4 million or 5.9%, due largely to (i) increased marketing staffing levels in Switzerland and the Netherlands and (ii) increased staffing levels for our UPC DTH operations;

•	An increase in outsourced labor and professional fees of $3.7 million or 9.4%, due primarily to increased sales and marketing and information technology activities in Switzerland;

•

An increase in sales and marketing costs of $0.6 million or 0.3%, due primarily to the net effect of (i) higher costs associated with rebranding efforts in Ireland, (ii) higher marketing expenditures by UPC DTH and the Netherlands, due largely to increased advertising campaigns and (iii) lower sales commissions and/or decreased marketing activities in Austria, Germany, the Czech Republic and Hungary. For information regarding our approach to estimating the effects of acquisitions, see Results of Operations above; and

•	A net increase resulting from individually insignificant changes in other SG&A expense categories.

•	A decrease in professional fees of $4.1 million or 12.5%, as the amount of consulting and legal costs associated with strategic and financial initiatives declined from the amounts incurred during 2009;

•	An increase in personnel costs of $2.3 million or 2.7%, due primarily to the net effect of (i) increased staffing levels,

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•	A decrease in sales and marketing costs of $1.8 million or 2.0%, due primarily to lower sales commissions related to favorable changes in the sales channel mix and lower sales, partially offset by increased marketing activities, mostly related to the promotion of Telenet’s mobile telephony services; and

•	A net increase resulting from individually insignificant changes in other SG&A expense categories.

•	An increase in personnel costs of $7.8 million or 18.5%, due primarily to (i) higher bonus costs, (ii) increased staffing levels, primarily related to VTR Wireless' mobile initiative and an increased sales force and (iii) higher severance costs;

•	An increase in sales and marketing costs of $2.9 million or 9.1%, due primarily to a volume-related increase in third-party sales commissions partially offset by a decrease in marketing costs; and

•	An increase in professional fees of $1.4 million or 20.3%, primarily due to increased consulting costs related to VTR Wireless' mobile initiative that were only partially offset by lower legal fees.

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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 the 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 11 to our 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 $15.8 million 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 2011 loss is primarily attributable to the net effect of (i) losses associated with decreases in market interest rates in the euro, Swiss franc, Chilean peso, Polish zloty and Czech koruna markets, (ii) gains associated with decreases in the value of the Polish zloty, Hungarian forint and Chilean peso relative to the euro, (iii) gains associated with an increase in the value of the U.S. dollar relative to the euro and (iv) gains associated with a decrease in the value of the Chilean peso relative to the U.S. dollar. In addition, the 2011 loss includes a net gain of $42.9 million resulting from changes in our credit risk valuation adjustments. The 2010 loss is primarily attributable to the net effect of (i) losses associated with increases in the values of the Swiss franc, Chilean peso, Czech koruna and Polish zloty relative to the euro, (ii) losses associated with decreases in market interest rates in the euro, Romanian lei, Swiss franc, Hungarian forint, Czech koruna and Polish zloty markets, (iii) losses associated with increases in the values of the Swiss franc and Chilean peso relative to the U.S. dollar and (iv) gains associated with an increase in the value of the U.S. dollar relative to the euro. In addition, the 2010 loss includes a net gain of $88.4 million resulting from changes in our credit risk valuation adjustments.

(b)	Includes gains (losses) related to the Sumitomo Collar with respect to the Sumitomo shares held by our company. These gains (losses) 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.

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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.

(a)	For additional information regarding our investments and fair value measurements, see notes 5 and 7 to our consolidated financial statements.

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(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 amount also reflects a decrease 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 9 to our consolidated financial statements, the UGC Convertible Notes were converted into LGI common stock in April 2011.

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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, installation, interconnect, and mobile telephony revenue) and programming revenue.

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(a)

Includes stock-based compensation expense related to the LGI Performance Plans and, for 2010, the LGI PSUs. The amount presented for 2009 includes a $5.1 million reduction associated with the first quarter 2009 grant of restricted share units in settlement of the second installment of awards under the LGI Performance Plans and a $10.7 million reduction related to the first quarter 2009 forfeiture of certain awards granted under the LGI Performance Plans.

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(a)

The 2010 losses are primarily attributable to the net effect of (i) losses associated with increases in the values of the Swiss franc, Chilean peso, Czech koruna and Polish zloty relative to the euro, (ii) losses associated with decreases in market interest rates in the euro, Romanian lei, Swiss franc, Hungarian forint, Czech koruna and Polish zloty markets, (iii) losses associated with increases in the values of the Swiss franc and Chilean peso relative to the U.S. dollar and (iv) a gain associated with an increase in the value of the U.S. dollar relative to the euro. In addition, the 2010 losses include a net gain of $88.4 million resulting from changes in our credit risk valuation adjustments. The 2009 losses are primarily attributable to the net effect of (i) losses associated with increases in the values of the Chilean peso, euro and Swiss franc relative to the U.S. dollar, (ii) losses associated with decreases in market interest rates in the euro, Swiss franc, Romanian lei and Hungarian forint markets, (iii) losses associated with increases in the values of the Chilean peso and Swiss franc relative to the euro and (iv) gains associated with increases in market interest rates in the Polish zloty, U.S. dollar, Czech koruna and Chilean peso markets. In addition, the 2009 losses include a net loss of $19.5 million resulting from changes in our credit risk valuation adjustments.

(b)	Includes losses related to the Sumitomo Collar with respect to the Sumitomo shares held by our company. These losses are primarily attributable to (i) increases in the market price of Sumitomo common stock and (ii) decreases (increases) in the value of the Japanese yen relative to the U.S. dollar.

(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, during 2010, 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 the euro against (i) the U.S. dollar and (ii) other local currencies in Europe and, during 2010, the U.S. dollar against the Chilean peso.

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(a)	For additional information concerning our investments and fair value measurements, see notes 5 and 7 to our consolidated financial statements.

(b)	Amounts include changes in the fair value of Chellomedia’s investment in 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.

(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. The 2010 and 2009 amounts also include gains of $10.7 million and $25.9 million associated with the UGC Convertible Notes that we repurchased in May 2010 and March 2009, respectively. For additional information, see note 9 to our consolidated financial statements.

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(a)	Includes $32.2 million of cash and cash equivalents held by VTR Wireless.

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(a)

The commitments reflected in this table do not reflect any liabilities that are included in our December 31, 2011 balance sheet other than debt and capital lease obligations.  Our liability for uncertain tax positions in the various jurisdictions in which we operate ($363.4 million at December 31, 2011) has been excluded from the table as the amount and timing of any related payments are not subject to reasonable estimation.

(b)

Amounts are based on interest rates and contractual maturities in effect as of December 31, 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 7A	. 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 €423.9 million ($549.4 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 €137.0 million ($177.6 million);

(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 €208.3 million ($270.0 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 €70.4 million ($91.2 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 $18.1 million ($18.7 million).

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(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 ¥2.6 billion ($33.8 million) and conversely, an increase of 50 basis points would have decreased the value by ¥2.5 billion ($32.5 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 ¥4.4 billion ($57.2 million).

(a)	Includes (i) the cash flows of 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.

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Item 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

Item 9A.	CONTROLS AND PROCEDURES

ITEM 9B.	OTHER INFORMATION

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(1)	Basis of Presentation

(2)	Summary of Significant Accounting Policies

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(a)

The digital free-to-air television channels (as opposed to channels marketed in premium subscription packages) distributed on the networks of Unitymedia and KBW will be distributed in unencrypted form commencing January 1, 2013.  This commitment is consistent with KBW's current practice and generally covers free-to-air television channels in standard definition and high definition (HD). If, however, free-to-air television broadcasters request their HD content to be distributed in an encrypted HD package, the encryption of free-to-air HD channels is still possible. In addition, we made a commitment that, through December 15, 2015, the annual carriage fees received by Unitymedia and KBW for each such free-to-air television channel distributed in digital or simulcast in digital and analog would not exceed a specified annual amount, determined by applying the respective current rate card systems of Unitymedia and KBW as of January 1, 2012;

(b)	Effective January 1, 2012, Unitymedia and KBW waived their exclusivity rights in access agreements with housing associations with respect to the usage of infrastructures other than the in-building distribution networks of Unitymedia and KBW to provide television, internet or telephony services within the building;

(c)	Effective January 1, 2012, upon expiration of the minimum term of an access agreement with a housing association, Unitymedia or KBW, as applicable, will transfer the ownership rights to the in-building distribution network to the building owner or other party granting access. In addition, Unitymedia and KBW have waived their right to remove their in-building distribution networks; and

(d)

A special early termination right will be granted with respect to certain of Unitymedia's and KBW's existing access agreements with the largest housing associations that cover more than 800 dwelling units and have a remaining term of more than three years.  The total number of dwelling units covered by the affected agreements is approximately 340,000, of which approximately 230,000 and 110,000 are located in the footprints of Unitymedia and KBW, respectively.  The special termination right may be exercised on or before September 30 of each calendar year up to the expiration of the current contract term, with termination effective as of January 1 or July 1 of the following year. If the special termination right is exercised, compensation will be paid to partially reimburse Unitymedia or KBW, as applicable, for their unamortized investments in modernizing the in-building network based on an agreed formula.

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(a)

The goodwill recognized in connection with the KBW and Aster Acquisitions is primarily attributable to (i) the ability to take advantage of the existing advanced broadband communications networks of KBW and Aster to gain immediate access to potential customers and (ii) substantial synergies that are expected to be achieved through the integration of KBW and Aster with our other broadband communications operations in Germany and Poland, respectively. We expect that $382.7 million of the goodwill associated with the KBW Acquisition will be deductible for tax purposes.

(b)	Amounts primarily include intangible assets related to customer relationships. At December 15, 2011, the weighted average useful life of KBW's intangible assets was approximately ten years. At September 16, 2011, the weighted average useful life of Aster's intangible assets was approximately seven years.

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(a)

The goodwill recognized in connection with the Unitymedia Acquisition is primarily attributable to (i) the ability to exploit Old Unitymedia’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 Old Unitymedia with our other broadband communications operations in Europe.

(b)	Amount primarily includes intangible assets related to customer relationships. At January 28, 2010, the weighted average useful life of Old Unitymedia’s intangible assets was approximately seven years.

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(a)	The 2009 amount includes $282.9 million of federal and state income tax expense resulting from our recognition of a deferred tax liability associated with the previously unrecorded tax effect of the difference between the financial and tax accounting basis of the J:COM Disposal Group.

(a)	At December 31, 2011 and 2010, we owned 45,652,043 shares of Sumitomo common stock. Our Sumitomo shares represented less than 5% of Sumitomo’s outstanding common stock at December 31, 2011. These shares secure the Sumitomo Collar Loan, as defined and described in note 6.

(b)	Includes various fair value investments, the most significant of which is our 25.0% interest in Canal+ Cyfrowy Sp zoo (Cyfra+), a privately-held DTH operator in Poland. During the second quarter of 2011 and 2010, we received dividends from Cyfra+ of $7.9 million and $7.8 million, respectively. These dividends have been reflected as reductions of our investment in Cyfra+.

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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 consolidated balance sheets.

(b)

We consider credit risk in our fair value assessments. As of December 31, 2011 and 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 $59.3 million and $16.1 million, respectively, and (ii) the fair values of our cross-currency and interest rate derivative contracts that represented liabilities have been reduced by credit risk valuation adjustments aggregating $255.1 million and $182.5 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 cross-currency and interest rate derivative contracts resulted in net gains (losses) of $42.9 million, $88.4 million and ($19.5 million) during 2011, 2010 and 2009, respectively. These amounts are included in realized and unrealized losses on derivative instruments, net, in our consolidated statements of operations. For further information concerning our fair value measurements, see note 7.

(c)	The fair value of our equity-related derivatives 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,

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(a)	Includes activity related to the Sumitomo Collar.

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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 December 31, 2011, we present a single date that represents the applicable final maturity date.  For derivative instruments that become effective subsequent to December 31, 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

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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 December 31, 2011, we present a single date that represents the applicable final maturity date.  For derivative instruments that become effective subsequent to December 31, 2011, we present a range of dates that represents the period covered by the applicable derivative instrument.

(b)	As further described in note 4, we have accounted for Austar as a discontinued operation.

(c)	Austar accounts for these interest rate swaps as cash flow hedges. As of December 31, 2011, the fair value of these derivative instruments was a liability of $28.4 million, and the related balance included in our accumulated other comprehensive earnings was a loss of $19.7 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 December 31, 2011, we present a single date that represents the applicable final maturity date. For derivative instruments that become effective subsequent to December 31, 2011, we present a range of dates that represents the period covered by the applicable derivative instrument.

(a)	Includes four derivative instruments that mature in July 2017.

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(a)	As further described in note 9, 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 stock

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(a)

Represents the weighted average interest rate in effect at December 31, 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 8.0% at December 31, 2011.  For information concerning our derivative instruments, see note 6.

(b)

Unused borrowing capacity represents the maximum availability under the applicable facility at December 31, 2011 without regard to covenant compliance calculations or other conditions precedent to borrowing. At December 31, 2011, the full amount of unused borrowing capacity was available to be borrowed under each of the respective facilities except as noted below. At December 31, 2011, our availability under the UPC Broadband Holding Bank Facility (as defined below) was limited to €245.8 million ($318.6 million). When the December 31, 2011 compliance reporting requirements have been completed, we anticipate that our availability under the UPC Broadband Holding Bank Facility will be limited to €338.7 million ($439.0 million). The amount included in other debt 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 December 31, 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 December 31, 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 these exchange transactions (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 (a) the carrying amount of the $676.2 million debt component of the exchanged LGI Convertible Notes, (b) the related deferred financing costs of $13.6 million and (c) 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 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. For additional information regarding the LGI Convertible Notes, see below.

(f)	For information regarding the Sumitomo Collar Loan, see note 6.

(g)	The December 31, 2011 amounts related to the Austar Bank Facility (as defined and discussed below) are not included in this table due to the fact that we have presented Austar as a discontinued operation. For information concerning Austar's financial position at December 31, 2011 and the pending Austar Transaction, see note 4.

(h)

On March 15, 2011, we called for redemption the remaining €328.2 million ($425.3 million) principal amount outstanding 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 an aggregate of 7,328,994 shares of LGI Series A common stock and 7,249,539 shares of LGI Series C common stock. In

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(i)

The December 31, 2011 carrying amount includes $99.9 million owed pursuant to interest-bearing vendor financing arrangements that are generally due within one year of the borrowing date. At December 31, 2011, the amounts owed pursuant to these arrangements included $12.3 million of value-added tax that was paid on our behalf by the vendor. Repayments of vendor financing obligations are included in repayments and repurchases of debt and capital lease obligations in our consolidated cash flow statements.

(j)

Primarily represents Unitymedia's and KBW's obligations under duct network lease agreements with Deutsche Telekom AG as the lessor. The original contracts were concluded in 2000 and 2001, respectively, and have indefinite terms, 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 these leases.

(k)	At December 31, 2011 and 2010, Telenet’s capital lease obligations included €270.5 million ($350.6 million) and €272.0 million ($352.5 million), respectively, associated with Telenet’s lease of the broadband communications network of the four associations of municipalities in Belgium, which we refer to as the pure intercommunalues or the “PICs."

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(a)	Represents total third-party facility amounts at December 31, 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 December 31, 2011, our availability under the UPC Broadband Holding Bank Facility was limited to €245.8 million ($318.6 million). When the December 31, 2011 compliance reporting requirements have been completed, we anticipate that our availability under the UPC Broadband Holding Bank Facility will be limited to €338.7 million ($439.0 million). 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 carrying values of Facilities T and AB include 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 ($24.6 million) sub-tranche and (ii) a PLN 115.1 million ($33.4 million) sub-tranche.

(e)	As further discussed in the below description of the UPCB SPE Notes, the amounts outstanding under Facilities V, Y, Z and AC are eliminated in LGI's consolidated financial statements.

(f)	Facility AB bears interest at a rate of LIBOR plus 3.50% with a LIBOR floor of 1.25%.

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(a)	Amounts include the impact of discounts.

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(a)	Amounts include the impact of premiums and discounts recorded in connection with the KBW acquisition accounting. For additional information, see note 3.

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(a)	Represents total third-party facility amounts at December 31, 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 below, the amounts outstanding under Facilities M, N, O and P are eliminated in LGI's consolidated financial statements.

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(a)	Amounts include the impact of premiums, where applicable.

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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 that we operate outside of the U.S., all of which are lower than the U.S. federal income tax rate.

(a)	Our current deferred tax liabilities are included in other accrued and current liabilities and our non-current deferred tax assets and liabilities are included in other assets, net, and other long-term liabilities, respectively, in our consolidated balance sheets.

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(a)	Includes direct acquisition costs.

(b)	Excludes $186.7 million of aggregate cash paid (excluding cash paid for accrued but unpaid interest) in connection with the LGI Notes Exchange, as further described in note 9. These cash payments reduced our availability under the stock repurchase program in place at the time the payments were made.

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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).

(a)	Amounts relate to awards (other than LGI PSUs) under (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 Directors Incentive Plan) described below.

(b)	Amounts relate to PSUs granted in 2011 and 2010, as described below.

(c)	Amounts relate to the Telenet Specific Stock Option Plan and the Telenet Employee Stock Option Plans, 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 grant date fair value during 2011 was €15.31 ($19.84).

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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 net of (i) programming costs charged to Austar by its equity method affiliate and (ii) reimbursements charged by Austar for marketing and director fees incurred on behalf of its equity method affiliate.

(d)

Amounts consist primarily of (i) operating expenses for programming, billing system, program guide and other services provided to J:COM by its and Sumitomo’s affiliates (ii) SG&A expenses for management, rental and IT support services provided by Sumitomo to J:COM and (iii) interest expense primarily related to assets leased from certain Sumitomo entities. These amounts are shown net of revenue related to programming services provided to certain J:COM affiliates and distribution fee revenue from a subsidiary of Sumitomo.

(e)	Represents capital leases for customer premises equipment, various office equipment and vehicles from certain subsidiaries and affiliates of Sumitomo.

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(14)	Restructuring Liabilities

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(15)	Accumulated Other Comprehensive Earnings

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(a)	Amounts primarily represent the noncontrolling interest owners’ share of our foreign currency translation adjustments.

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(a)	At December 31, 2011, the long-lived assets of Austar are presented in long-term assets of discontinued operations in our consolidated balance sheet.

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

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

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

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(a)	Primarily represents long-lived assets of the UPC Broadband Division's central operations, which are located in the Netherlands.

(b)	Primarily represents the assets of our corporate category.

(c)	Primarily represents a less significant operating segment that provides broadband communications in Puerto Rico.

(d)	At December 31, 2011, the long-lived assets of Austar are presented in long-term assets of discontinued operations in our consolidated balance sheet.

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Item 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

(1)

This table includes SARs with respect to 3,694,198 and 3,671,981 shares of LGI Series A and Series C common stock, respectively. Upon exercise, the appreciation of a SAR, which is the difference between the base price of the SAR and the then-market value of the underlying series of LGI common stock or in certain cases, if lower, a specified price, may be paid in shares of the applicable series of LGI common stock. Based upon the respective market prices of LGI Series A and Series C common stock at December 31, 2011 and excluding any related tax effects, 1,202,602 and 1,165,549 shares of LGI Series A and Series C common stock, respectively, would have been issued if all outstanding SARs had been exercised on December 31, 2011. For further information, see note 12 to our consolidated financial statements.

(2)	In addition to the option and SAR information included in this table, there are outstanding under the various incentive plans restricted shares and restricted share unit awards (including PSUs) with respect to an aggregate of 1,463,279 shares of LGI Series A common stock and 1,463,458 shares of LGI Series C common stock.

(3)	The LGI Incentive Plan permits grants of, or with respect to, LGI Series A, Series B or Series C common stock subject

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(4)

The non-employee director incentive plan permits grants of, or with respect to, LGI Series A, Series B or Series C common stock subject to a single aggregate limit of 10 million shares (of which no more than five million shares may consist of LGI Series B shares), subject to anti-dilution adjustments. As of December 31, 2011, an aggregate of 9,055,190 shares of common stock were available for issuance pursuant to the non-employee director incentive plan (of which no more than five million shares may consist of LGI Series B shares).

(5)	Prior to LGI International’s spin off from Liberty Media, Liberty Media approved the non-employee director incentive plan and the Transitional Plan in its capacity as the then sole shareholder of LGI International.

(6)

The Transitional Plan was adopted in connection with LGI International’s spin off from Liberty Media to provide for the supplemental award of options to purchase shares of LGI common stock and restricted shares of LGI common stock, in each case, pursuant to adjustments made to outstanding Liberty Media stock incentive awards in accordance with the anti-dilution provisions of Liberty Media’s stock incentive plans. No additional awards will be made under the Transitional Plan.

(7)

The UGC Plans are comprised of the UnitedGlobalCom, Inc. Stock Option Plan for Non-Employee Directors, effective June 1, 1993, amended and restated as of January 22, 2004; the UnitedGlobalCom, Inc. Stock Option Plan for Non-Employee Directors, effective March 20, 1998, amended and restated as of January 22, 2004; and the UnitedGlobalCom, Inc. Equity Incentive Plan, amended and restated effective October 17, 2003. Awards outstanding under each of these plans were converted into awards with respect to LGI common stock in connection with the June 2005 combination of LGI International and UGC. No additional awards will be made under these plans.

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Item 15.	EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

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