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(a)	Includes $617.1 million and $646.1 million, respectively, representing the fair value of our investment in the common shares of Sumitomo Corporation (Sumitomo). These shares secure a loan (the Sumitomo Collar Loan) to Liberty Programming Japan LLC, our wholly-owned subsidiary.

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

(b)

We consider credit risk in our fair value assessments. As of June 30, 2011 and December 31, 2010, (i) the fair values of our cross-currency and interest rate derivative contracts that represented assets have been reduced by credit risk valuation adjustments aggregating $3.6 million and $16.2 million, respectively, and (ii) the fair values of our cross-currency, interest rate and foreign currency forward derivative contracts that represented liabilities have been reduced by credit risk valuation adjustments aggregating $226.5 million and $182.9 million, respectively. The adjustments to our derivative assets relate to the credit risk associated with counterparty nonperformance and the adjustments to our derivative liabilities relate to credit risk associated with our own nonperformance. In all cases, the adjustments take into account offsetting liability or asset positions within a given contract. Our determination of credit risk valuation adjustments generally is based on our and our counterparties' credit risks, as observed in the credit default swap market and market quotations for certain of our subsidiaries' debt instruments, as applicable. The changes in the credit risk valuation adjustments associated with our derivative instruments resulted in gains of $68.4 million and $43.4 million during the three and six months ended June 30, 2011, respectively, and gains of $25.9 million and $59.7 million during the three and six months ended June 30, 2010, respectively. These amounts are included in realized and unrealized gains (losses) on derivative instruments, net, in our condensed consolidated statements

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(c)

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

(d)	Our current equity-related derivative liability at June 30, 2011 includes $45.3 million related to the KBW Total Return Swap. The fair value of the KBW Total Return Swap does not include a credit risk adjustment as our obligations under this derivative instrument are secured by the Aldermanbury Escrow Account. For additional information concerning the KBW Total Return Swap, see notes 2 and 5.

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(a)	For each subsidiary, the notional amount of multiple derivative instruments that mature within the same calendar month are

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

(a)

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

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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 June 30, 2011, we present a single date that represents the applicable final maturity date.  For derivative instruments that become effective subsequent to June 30, 2011, we present a range of dates that represents the period covered by the applicable derivative instrument.

(b)	Austar accounts for these interest rate swaps as cash flow hedges. As of June 30, 2011, the fair value of these derivative instruments was a liability of $11.6 million, and the related balance included in our accumulated other comprehensive earnings was a loss of $7.4 million.

(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 June 30, 2011, we present a single date that represents the applicable final maturity date. For derivative instruments that become effective subsequent to June 30, 2011, we present a range of dates that represents the period covered by the applicable derivative instrument.

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

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

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

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

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(a)	Represents the weighted average interest rate in effect at June 30, 2011 for all borrowings outstanding pursuant to each debt instrument including any applicable margin. The interest rates presented represent stated rates and do not include the

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(b)

Unused borrowing capacity represents the maximum availability under the applicable facility at June 30, 2011 without regard to covenant compliance calculations or other conditions precedent to borrowing. At June 30, 2011, the full amount of unused borrowing capacity was available to be borrowed under each of the respective facilities except as noted below. At June 30, 2011, our availability under the UPC Broadband Holding Bank Facility (as defined below) was limited to €128.9 million ($187.0 million). When the June 30, 2011 compliance reporting requirements have been completed, we anticipate that our availability under the UPC Broadband Holding Bank Facility will be limited to €209.9 million ($304.6 million). Our ability to draw down the VTR Wireless Bank Facility (as defined and described below) 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 SA through June 30, 2011, we would have been able to draw down CLP 16.5 billion ($35.3 million) of the VTR Wireless Bank Facility at June 30, 2011.

(c)

The estimated fair values of our debt instruments were determined using the average of the midpoint 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 estimated credit spread of the applicable entity, taking into account market data, to the extent available, and other relevant factors.

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

(e)

On June 20, 2011, we completed the exchange of 99.8% of our $935.0 million principal amount of 4.50% convertible senior notes due November 15, 2016 (the LGI Convertible Notes) for 26,369,572 shares of our LGI Series A common stock, 8,789,874 shares of our LGI Series C common stock and $186.6 million of cash (excluding cash paid for accrued but unpaid interest). Prior to this exchange transaction (the LGI Notes Exchange), the principal amount of the LGI Convertible Notes was allocated to debt and equity components. The amounts reported in the carrying value columns represent the debt component and the amounts reported in the estimated fair value columns represent the then estimated fair value of the entire instrument, including both the debt and equity components. In connection with the LGI Notes Exchange, we (i) reclassified (1) the carrying amount of the $674.8 million debt component of the exchanged LGI Convertible Notes, (2) the related deferred financing costs of $13.6 million and (3) the $96.5 million net deferred tax liability associated with the exchanged LGI Convertible Notes to additional paid-in capital and common stock in our condensed consolidated balance sheet and (ii) recognized a debt conversion loss of $187.0 million during the second quarter of 2011.

(f)

UPCB Finance Limited, UPCB Finance II Limited and UPCB Finance III Limited (together, the UPCB SPEs) are each special purpose financing companies created for the primary purposes of facilitating the offerings of €500.0 million ($725.5 million) principal amount of 7.625% senior secured notes, €750.0 million ($1,088.2 million) principal amount of 6.375% senior secured notes and $1 billion principal amount of 6.625% senior secured notes (together, the UPCB SPE Notes), respectively. The UPCB SPEs are dependent on payments from UPC Financing Partnership (UPC Financing) under Facilities V, Y and Z of the UPC Broadband Holding Bank Facility (see below), in order to service their respective payment obligations under the UPCB SPE Notes. Although UPC Financing has no equity or voting interest in the UPCB SPEs, the Facility V, Y and Z loans create variable interests in the respective UPCB SPE for which UPC Financing is the primary beneficiary, as contemplated by GAAP. As such, UPC Financing and its parent entities, including UPC Holding and LGI, are required by the provisions of GAAP to consolidate the UPCB SPEs. As a result, the amounts outstanding under Facilities V, Y and Z eliminate in LGI's consolidated financial statements.

(g)

Telenet Finance Luxembourg S.C.A., Telenet Finance Luxembourg II S.A. and Telenet Finance III Luxembourg S.C.A. and Telenet Finance Luxembourg IV S.C.A. (together, the Telenet SPEs) are each special purpose financing companies created for the primary purposes of facilitating the offerings of €500.0 million ($725.5 million) principal amount of 6.375% senior secured notes, €100.0 million ($145.1 million) principal amount of 5.3% senior secured notes and €300.0 million ($435.3 million) principal amount of 6.625% senior secured notes and €400.0 million ($580.4 million) principal amount

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(h)

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

(i)	The amount shown in the unused borrowing capacity column represents the unused borrowing capacity of the VTR Wireless Bank Facility, as defined and described below.

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

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

(b)

At June 30, 2011, our availability under the UPC Broadband Holding Bank Facility was limited to €128.9 million ($187.0 million). When the June 30, 2011 compliance reporting requirements have been completed, we anticipate that our availability under the UPC Broadband Holding Bank Facility will be limited to €209.9 million ($304.6 million). Facility Q has commitment fees on unused and uncancelled balances of 0.75% per year. Facility W has a commitment fee on unused and uncancelled balances of 1.2% per year.

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

(d)	Subsequent to June 30, 2011, certain of the commitments under Facilities L and Q were rolled into a new Facility AA. For additional information, see note 15.

(e)

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 ($32.5 million) sub-tranche and (ii) a PLN 115.1 million ($42.0 million) sub-tranche.

(f)	As described in note (f) to the prior table, the amounts outstanding under Facilities V, Y and Z eliminate in LGI's consolidated financial statements. During the six months ended June 30, 2011, we recognized losses on debt extinguishments aggregating

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

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

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

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

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(a)

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

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(a)

Amounts relate to (i) the Liberty Global, Inc. 2005 Incentive Plan (as amended and restated October 31, 2006) (the LGI Incentive Plan) and (ii) the Liberty Global, Inc. 2005 Nonemployee Director Incentive Plan (as amended and restated November 1, 2006) (the LGI Director Incentive Plan). The LGI Incentive Plan had 11,574,053 shares available for grant as of June 30, 2011. These shares may be awarded at or above fair value in any series of our common stock. The LGI Director Incentive Plan had 9,060,127 shares available for grant as of June 30, 2011. These shares may be awarded at or above fair value in any series of our common stock, except that no more than five million shares may be awarded in LGI Series B common stock.

(b)	Includes unvested compensation expense under the LGI Performance Plans.

(c)	Represents unvested compensation expense related to PSUs granted in 2011 and 2010.

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(a)

Represents the number of options for which the performance criteria was set during the period and does not include options that have been granted subject to the determination of performance criteria. The fair value of these options was calculated on the date that the performance criteria was set using an expected volatility of 36.9%, an expected life of 5.3 years, and a risk-free return of 3.62%. The weighted average grant date fair value during 2011 was €15.31 ($22.21) .

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

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

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

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

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

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

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

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

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

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

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

•	competitor responses to our products and services;

•	fluctuations in currency exchange rates and interest rates;

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

•	changes in consumer television viewing preferences and habits;

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

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

•	our ability to manage rapid technological changes;

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

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

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

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

•	government intervention that opens our broadband distribution networks to competitors such as is currently being proposed in Belgium;

•	the ability to obtain regulatory approval and satisfy other conditions necessary to close acquisitions and dispositions, as well as our ability to satisfy conditions imposed by competition and other regulatory authorities in connection with acquisitions;

•	our ability to successfully negotiate rate increases where applicable;

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

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

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

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

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

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

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

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

•	the outcome of any pending or threatened litigation;

•	any further consolidation of the foreign broadband distribution industry;

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

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

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

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

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

(iii)	organic declines in video RGUs in most of our markets during the second 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;

(iv)	an organic decline in total RGUs in the Czech Republic during the second quarter of 2011;

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

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

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(a)

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

(b)

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

(c)

The increases in subscription revenue related to changes in the average numbers of RGUs are attributable to the net effect of (i) increases in the average numbers of broadband internet, telephony and digital cable RGUs and (ii) declines in the average numbers of analog cable RGUs. The declines in Germany's average number of analog cable RGUs led to declines in the average numbers of total video RGUs in Germany during the three and six months ended June 30, 2011, as compared to the corresponding periods in 2010.

(d)

The increases in subscription revenue related to changes in ARPU are primarily attributable to improvements in Germany's RGU mix, attributable to higher proportions of telephony, digital cable and broadband internet RGUs, that were only partially offset by net decreases resulting primarily from the following factors: (i) lower ARPU due to higher proportions of customers receiving discounted analog cable services through bulk agreements, (ii) lower ARPU due to the impacts of free bundled services provided to new subscribers during promotional periods, (iii) higher ARPU from digital cable products and services, including the impacts of a May 2010 price increase for certain digital video services, (iv) higher ARPU from increases in broadband internet revenue from value-added services and increases in the proportions of customers selecting higher-priced tiers of broadband internet services and (v) lower ARPU due to decreases in telephony call volumes for customers on usage-based calling plans.

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

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(a)

The increases in subscription revenue related to changes in the average number of RGUs are attributable to the net effect of (i) increases in the average numbers of digital cable, telephony and broadband internet RGUs and (ii) declines in the average numbers of analog cable RGUs. The declines in the Netherlands' average number of analog cable RGUs led to declines in the average numbers of total video RGUs in the Netherlands during the three and six months ended June 30, 2011, respectively, as compared to the corresponding periods in 2010.

(b)

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

(c)	The increases in the Netherlands' non-subscription revenue are largely attributable to increases in B2B revenue, due primarily to growth in B2B telephony and broadband internet services.

(a)	The increases in subscription revenue related to changes in Switzerland's average numbers of RGUs are attributable to increases in the average numbers of digital cable, broadband internet and telephony RGUs that were only partially offset

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(b)

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

(c)

The increases in Switzerland's non-subscription revenue are primarily attributable to the net impact of (i) increases in installation revenue, (ii) higher revenue from the sale of customer premises equipment and (iii) during the six-month period, a decline in B2B revenue. 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 during the six-month period is due primarily to lower revenue from construction and equipment sales that was only partially offset by modest growth in B2B broadband internet and telephony services.

(a)

The increases in subscription revenue related to changes in the average numbers of RGUs, which include increases in both Austria and Ireland, are attributable to increases in the average numbers of telephony, digital cable and broadband internet RGUs that were only partially offset by decreases in the average numbers of analog cable and, to a lesser extent, Ireland's MMDS RGUs. The negative impact of lower average numbers of analog cable and MMDS RGUs led to declines in the average numbers of total video RGUs in Other Western Europe during the three and six months ended June 30, 2011, as compared to the corresponding periods in 2010.

(b)

The decreases in subscription revenue related to changes in ARPU are attributable to decreases in ARPU in Austria that were only partially offset by increases in ARPU in Ireland. The decreases in Austria's overall ARPU are primarily due to the net impacts of the following factors: (i) lower ARPU due to higher proportions of customers selecting lower-priced tiers of broadband internet services and (ii) lower ARPU due to decreases in telephony call volumes for customers on usage-based calling plans and higher proportions of customers selecting such usage-based calling plans. The increases in Ireland's overall ARPU are primarily due to improvements in Ireland's RGU mix, primarily attributable to higher proportions of broadband internet RGUs. Changes in Austria's product mix and Ireland's individual product ARPUs did not significantly impact Other Western Europe's overall ARPU during the comparative periods.

(c)

The changes in Other Western Europe's non-subscription revenue are due primarily to (i) during the six-month period, a decrease in B2B revenue and (ii) individually insignificant changes in other non-subscription revenue categories. The decrease in B2B revenue during the six-month period is primarily attributable to the net effect of (i) 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 increases in subscription revenue related to changes in the average numbers of RGUs are primarily attributable to the net effect of (i) increases in the average numbers of digital cable, broadband internet and telephony RGUs and (ii) 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 other than Poland within our Central and Eastern Europe segment during the three and six months ended June 30, 2011, as compared to the corresponding periods in 2010.

(b)

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

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

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(a)

The organic increases in Telenet's subscription and non-subscription revenue are net of decreases of $1.9 million and $0.9 million, respectively, for the three-month period and $3.6 million and $1.9 million, respectively, for the six-month period, that resulted from a change from gross to net presentation of revenue and expenses related to certain premium text messaging and calling services due to a legislative action that became effective in January 2011.  As a result of this legislative action, Telenet now acts as an agent, as opposed to a principal, in these transactions.

(b)

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

(c)

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

(d)

The increases in Telenet's non-subscription revenue are due primarily to (i) increases in mobile telephony revenue of $5.7 million and $12.9 million, respectively, (ii) increases in revenue from B2B services and (iii) increases in interconnect revenue, as higher interconnect revenue associated with growth in mobile and fixed telephony services more than offset lower revenue associated with declines in mobile termination rates. These increases were partially offset by (i) decreases in installation revenue, primarily attributable to lower numbers of RGU additions and increased discounting and (ii) lower revenue from contract termination billings.

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

(b)

The increases in subscription revenue related to changes in ARPU are primarily due to (i) the net impacts of the following factors: (a) higher ARPU from digital cable products and services, (b) lower ARPU due to increases in the proportions of customers selecting lower-priced tiers of broadband internet services, (c) during the six-month period, higher ARPU resulting from the impact of credits provided to customers in the weeks following the earthquake during the first quarter of 2010 and (d) higher ARPU due to inflation and other price adjustments and (ii) improvements in the VTR Group's RGU mix, attributable to higher proportions of digital cable and broadband internet RGUs.

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

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(a)

The changes in subscription revenue related to changes in ARPU are primarily attributable to the net impact of the following factors: (i) a March 2011 price increase for certain DTH video services, (ii) higher penetration of premium services, such as digital video recorders, (iii) increases in promotional discounts and (iv) during the six-month period, credits offered to customers affected by natural disasters in the first quarter of 2011.

(b)	The decreases in Austar's non-subscription revenue are primarily attributable to the March 2011 sale of Austar's mobile telephony operation and, during the three month period, lower installation revenue.

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Increases in programming and related costs of $7.1 million or 6.6% and $14.8 million or 6.8%, respectively, due primarily to growth in digital video services, predominantly in the Netherlands and to a lesser degree Poland, Ireland, and Switzerland. In Germany, programming and related costs remained relatively unchanged during the 2011 and 2010 periods, as increases in programming costs related to growth in digital cable services were largely offset by lower copyright fees, due primarily to more favorable rates;

•	Increases of $4.0 million and $7.7 million, respectively, that represent the impact of a new revenue-based tax that was imposed in Hungary during the fourth quarter of 2010, as described under Discussion and Analysis of our Reportable Segments - General above;

•	Decreases in interconnect and access costs of $4.0 million or 8.1% and $6.6 million or 6.6%, respectively, due primarily to lower rates in Switzerland and to a lesser extent, the Netherlands. A net decrease associated with (i) lower call volumes, primarily in Switzerland and Austria, and (ii) subscriber growth also contributed to the decrease;

•	An increase during the six-month period in bad debt and collection expenses of $4.1 million, as increases in the Czech Republic and the Netherlands were only partially offset by decreases in Germany, where collection experience has improved, and other markets. Bad debt and collection expenses remained relatively unchanged during the three-month period;

•	Decreases of $2.0 million or 35.6% and $3.2 million or 28.3% at UPC DTH due to lower satellite costs resulting from (i) lower costs due to certain expenses incurred in the 2010 periods related to UPC DTH's migration to a new satellite and (ii) lower transponder rates;

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An increase during the three-month period of $3.0 million associated with an adjustment recorded during the second quarter of 2010 to conform certain capitalization policies of Unitymedia to our policies for the period from the January 28, 2010 acquisition date through March 31, 2010. These policies generally relate to the capitalization of costs incurred to replace portions of the network, which costs were previously expensed by Unitymedia as incurred; and

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An increase (decrease) in network related expenses of ($4.2 million) or (7.4%) and $0.9 million or 0.8%, respectively, due primarily to the net effect of (i) increased encryption costs, due largely to increased numbers of installed digital cable set-top boxes, (ii) lower electricity costs in Germany and, to a lesser extent, the Czech Republic, with the lower costs in Germany due in part to the release of an accrual following the second quarter 2011 settlement of an operational contingency, (iii) higher costs associated with the refurbishment of customer premises equipment, mainly in UPC DTH, Hungary and Romania, (iv) higher duct and pole rental costs due to increased rates in the Czech Republic and Romania and (v) net decreases resulting from individually insignificant changes in other categories of network related expenses.

•	Increases in network related expenses of $4.0 million or 18.9% and $9.9 million or 22.8%, respectively, due largely to DTT network costs that Telenet began incurring during the fourth quarter of 2010 pursuant an agreement that provides

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•	Increases in personnel costs of $4.0 million or 17.4% and $7.6 million or 15.8%, respectively, due largely to increased staffing levels and annual wage increases. The increase in staffing levels is largely due to (i) increased network operations activities and (ii) the insourcing of certain customer care functions;

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Increases in programming and related costs of $3.1 million or 8.0% and $6.9 million or 8.5%, respectively, due primarily to growth in digital cable services. As a result of Telenet's acquisition of the rights to broadcast certain Belgium football (soccer) matches over the next three years, we anticipate that, beginning with the third quarter of 2011, Telenet will experience significant increases in its programming costs, including an increase during the last half of 2011 that we estimate will range from €16 million ($23 million) to €18 million ($26 million);

•	Decreases in bad debt and collection expenses of $1.8 million and $5.1 million, respectively, the majority of which results from lower revenue from contract termination billings;

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Decreases in interconnect costs of $3.6 million or 16.5% and $3.8 million or 9.0%, respectively, due to decreases associated with (i) the previously-discussed reduction in mobile termination rates and (ii) the previously-discussed change from gross to net presentation of revenue and expenses related to certain premium text messaging and calling services due to a legislative action that became effective in January 2011. These decreases were partially offset by increases associated with (i) subscriber growth and (ii) increased mobile calling volumes; and

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Decreases of $3.2 million and $6.6 million, respectively, in outsourced labor and customer premises equipment costs incurred in connection with the installation of certain wireless routers that were sold to customers during the 2010 periods.  In January 2011, Telenet ceased the practice of selling wireless routers to its customers and began installing modems with built-in wireless routers, the ownership of which is retained by Telenet.

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Increases in programming and related costs of $2.3 million or 8.7% and $3.2 million or 6.1%, respectively, as increases associated with growth in digital cable services were only partially offset by decreases associated with foreign currency exchange rate fluctuations with respect to the VTR Group's U.S. dollar denominated programming contracts. A significant portion of the VTR Group's programming costs are denominated in U.S dollars;

•	Increases in outsourced labor of $1.3 million or 23.5% and $2.7 million or 25.1%, respectively, due primarily to (i) higher numbers of service calls and (ii) increased call center costs due to efforts to improve service levels;

•	Increases in facilities expenses of $1.4 million and $1.7 million, respectively, due largely to higher site and tower rental costs in connection with VTR Wireless' mobile initiative; and

•	Increases in personnel costs of $1.3 million or 11.2% and $1.7 million or 7.2%, respectively, primarily attributable to (i) higher staffing levels, mostly related to VTR Wireless' mobile initiative, and (ii) higher bonus costs.

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•	Increases in personnel costs of $5.0 million or 6.2% and $10.9 million or 6.7%, respectively, due in part to (i) annual wage increases and (ii) increased staffing levels;

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Decreases in sales and marketing costs of $3.7 million or 4.4% and $3.8 million or 2.4%, respectively, due primarily to the net effect of (i) lower sales commissions in the Czech Republic and Austria and (ii) increased marketing activities in UPC DTH. Sales and marketing costs remained relatively unchanged in Germany as higher sales commissions related to subscriber growth were largely offset by the release of an accrual following the second quarter 2011 settlement of an operational contingency; and

•	Increases in outsourced labor and professional fees of $0.9 million or 7.7% and $3.1 million or 13.8%, respectively, due primarily to higher consulting costs for billing system implementations and other projects in the UPC Broadband Division's central operations.

•	Decreases in sales and marketing costs of $4.5 million or 21.7% and $7.9 million or 19.3%, respectively, due primarily to (i) lower sponsorship costs and (ii) decreased call center costs and sales commissions. The decrease in call center costs and sales commissions is largely attributable to lower sales;

•	Increases in outsourced labor and professional fees of $1.6 million or 26.6% and $4.0 million or 28.0%, respectively, as consulting and legal costs associated with regulatory, strategic and financial initiatives increased from the amounts incurred during the corresponding periods in 2010; and

•	Increases in personnel costs of $1.6 million or 7.0% and $3.4 million or 7.5%, respectively, due primarily to annual wage increases, increased staffing levels and higher bonus costs.

•	Increases in sales and marketing costs of $2.0 million or 22.1% and $4.7 million or 24.6%, respectively, due primarily to higher costs related to increased advertising campaigns;

•	Increases in personnel costs of $1.8 million or 13.4% and $3.0 million or 12.2%, respectively, due primarily to (i) higher staffing levels, mostly related to VTR Wireless' mobile initiative, and (ii) higher bonus costs;

•	Increases of outsourced labor and professional fees of $0.5 million or 32.7% and $1.5 million or 47.9%, respectively, due primarily to increased consulting costs related to VTR Wireless' mobile initiative; and

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

•	Increases in personnel costs of $0.4 million or 5.0% and $2.1 million or 12.9%, respectively, due primarily to annual wage increases and increased staffing levels;

•	Increases of $1.2 million and $1.7 million , respectively, due to costs incurred in connection with the Austar Transaction; and

•	Decreases in sales and marketing costs of $0.7 million or 6.5% and $0.7 million or 3.4%, respectively, due primarily to more aggressive advertising campaigns during the 2010 periods.

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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 methodology used to allocate bundling discounts may vary between our broadband communications operating segments.

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

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

(b)

During the second quarter of 2011, Telenet modified the terms of certain of its stock option plans to provide for anti-dilution adjustments in connection with the capital distribution that, as further described in note 9 to our condensed consolidated financial statements, was approved by Telenet shareholders on April 27, 2011 and paid on July 29, 2011. These anti-dilution adjustments, which were finalized on July 26, 2011, provide for increases in the number of options outstanding and decreases to the option exercise prices. In connection with this modification, Telenet recognized stock-based compensation expense of €11.0 million ($15.8 million at the average rate for the period) during the second quarter of 2011 and will recognize an additional €8.5 million ($12.3 million) in future periods as the underlying options vest.

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(a)

The loss during the 2011 three-month period is primarily attributable to the net effect of (i) losses associated with decreases in market interest rates in the euro, Swiss franc, Polish zloty, Chilean peso and Czech koruna markets, (ii) losses associated with an increase in the value of the Swiss franc relative to the euro, (iii) losses associated with increases in the value of the Swiss franc and Chilean peso relative to the U.S. dollar, (iv) losses associated with a decrease in the value of the U.S. dollar relative to the euro and (v) gains associated with decreases in market interest rates in the U.S. dollar market. The loss during the 2011 six-month period is primarily attributable to the net effect of (i) losses associated with a decrease in the value of the U.S. dollar relative to the euro, (ii) losses associated with increases in the values of the Swiss franc and Romanian lei relative to the U.S. dollar, (iii) losses associated with increases in the values of the Swiss franc, Hungarian forint and Czech koruna relative to the euro, (iv) gains associated with increases in market interest rates in the Swiss franc, Chilean peso and Romanian lei markets, (v) gains associated with a decrease in the value of the Chilean peso relative to the euro and (vi) losses associated with decreases in market interest rates in the Hungarian forint and Australian dollar markets. In addition, the losses during the 2011 periods include net gains of $68.4 million and $43.4 million, respectively, resulting from changes in our credit risk valuation adjustments. See notes 4 and 5 to our condensed consolidated financial statements. The gain during the 2010 three-month period is primarily attributable to the net effect of (i) gains associated with decreases in the values of the euro, Romanian lei and Chilean peso relative to the U.S. dollar, (ii) losses associated with decreases in market interest rates in the euro and Swiss franc markets, (iii) losses associated with an increase in the value of the Swiss franc relative to the euro and (iv) gains associated with decreases in the values of the Hungarian forint and Polish zloty relative to the euro. The loss during the 2010 six-month period primarily is attributable to the net effect of (i) losses associated with decreases in market interest rates in the euro, Swiss franc, Romanian lei, Hungarian forint, Czech koruna and Polish zloty markets, (ii) gains associated with decreases in the values of the euro, Chilean peso, Romanian lei and Swiss franc relative to the U.S. dollar, (iii) losses associated with increases in the values of the Swiss franc and Chilean peso relative to the euro and (iv) gains associated with a decrease in market interest rates in the U.S. dollar market. In addition, the gain (loss) during the 2010 periods include net gains of $25.9 million and $59.7 million, respectively, resulting from changes in our credit risk valuation adjustments.

(b)

Includes (i) losses of nil and $44.3 million during the three and six months ended June 30, 2011, respectively, related to the KBW Total Return Swap and (ii) gains of $72.2 million and $129.2 million during the three months ended June 30, 2011 and 2010, respectively, and $37.3 million and $60.1 million during the six months ended June 30, 2011 and 2010, respectively, related to the Sumitomo Collar. The gains on the Sumitomo Collar are primarily attributable to (i) decreases in the market price of Sumitomo common stock and (ii) increases in the value of the Japanese yen relative to the U.S. dollar. The loss on the KBW Total Return Swap during the six-month period, which represents our initial valuation of the instrument during the first quarter of 2011, takes into consideration our assessments with respect to (i) the probability of achieving KBW Antitrust Clearance and (ii) the fair value of KBW's net assets in the event a cash settlement of the KBW Total Return Swap is required. We made no change to our assessment of the fair value of the KBW Total Return Swap during the second quarter of 2011. For additional information concerning the KBW Total Return Swap, see notes 2, 4 and 5 to our condensed consolidated financial statements.

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(a)

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

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

(b)	Amounts include changes in the fair value of Chellomedia's investment in Canal+ Cyfrowy Sp Zoo (Cyfra+) that are primarily attributable to (i) the impact of changes in the projected cash flows of Cyfra+ and (ii) changes in the value of the Polish zloty as compared to the euro and U.S. dollar.

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

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(a)

Subsequent to June 30, 2011, Telenet used a portion of its cash and cash equivalent balances to fund (i) a €509.3 million ($732.5 million at the transaction date) capital distribution and (ii) a €400.1 million ($575.4 million at the transaction date) repayment of amounts outstanding under the Telenet Credit Facility. For additional information, see notes 7, 9 and 15 to our condensed consolidated financial statements.

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(a)

The commitments reflected in this table do not reflect any liabilities that are included in our June 30, 2011 balance sheet other than debt and capital lease obligations.  Our liability for uncertain tax positions in the various jurisdictions in which we operate ($339.7 million at June 30, 2011) has been excluded from the table as the amount and timing of any related payments are not subject to reasonable estimation. In addition, commitments arising from acquisition agreements, including those described in note 2 to our condensed consolidated financial statements, are not included in this table.

(b)

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

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Item 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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(i)	an instantaneous increase (decrease) of 10% in the value of the Swiss franc, the Czech koruna, the Hungarian forint, the Polish zloty 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 €391.1 million ($567.5 million);

(ii)	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 €89.4 million ($129.7 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 €101.1 million ($146.7 million);

(iv)	an instantaneous increase (decrease) of 10% in the value of the Swiss franc 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 €55.7 million ($80.8 million);

(v)	an instantaneous increase (decrease) of 10% in the value of 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 €24.6 million ($35.7 million);

(vi)	an instantaneous increase (decrease) of 10% in the value of the Chilean peso relative to the U.S. dollar would have decreased (increased) the aggregate value of the UPC Broadband Holding cross-currency and interest rate derivative contracts by approximately €30.9 million ($44.8 million);

(vii)	an instantaneous increase (decrease) of 10% in the value of the Chilean peso relative to the euro would have decreased (increased) the aggregate value of the UPC Broadband Holding cross-currency and interest rate derivative contracts by approximately €40.7 million ($59.1 million); and

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(viii)	an instantaneous increase (decrease) in UPC Broadband Holding's credit spread of 50 basis points (0.50%) would have increased (decreased) the aggregate value of the UPC Broadband Holding cross-currency and interest rate derivative contracts by approximately $25.8 million ($26.7 million).

(i)	an instantaneous increase (decrease) of 10% in the value of the Chilean peso relative to the U.S. dollar would have decreased (increased) the aggregate fair value of the VTR cross-currency and interest rate derivative contracts by approximately CLP 30.4 billion ($65.0 million); and

(ii)	an instantaneous increase (decrease) in the relevant base rate (excluding margin) of 50 basis points (0.50%) would have increased (decreased) the aggregate fair value of the VTR cross-currency and interest rate derivative contracts by approximately CLP 4.3 billion ($9.2 million).

(i)	an instantaneous decrease in the Japanese yen risk-free rate of 50 basis points (0.50%) would have increased the value of the Sumitomo Collar by ¥2.8 billion ($34.8 million) and conversely, an increase of 50 basis points would have decreased the value by ¥2.7 billion ($33.5 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 aggregate fair value of the Sumitomo Collar by approximately ¥4.6 billion ($57.1 million).

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

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

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

Item 4.	CONTROLS AND PROCEDURES

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

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

(b)	On February 18, 2011, our board of directors authorized a new equity repurchase program of up to $1.0 billion. At June 30, 2011, we were authorized to purchase $571.8 million of our LGI Series A and Series C common stock under this program.

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Item 6.	EXHIBITS

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