Liberty Global 10-Q/A 2007 Q2 Quarterly report (amended)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Form 10-Q/A
(Amendment No. 1)

þ	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended June 30, 2007
OR
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from          to

Commission file number000-51360

Liberty Global, Inc.

(Exact name of Registrant as specified in its charter)

State of Delaware (State or other jurisdiction of incorporation or organization)	20-2197030 (I.R.S. Employer Identification No.)
12300 Liberty Boulevard Englewood, Colorado (Address of principal executive offices)	80112 (Zip Code)

Registrant’s telephone number, including area code:

(303) 220-6600

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months and (2) has been subject to such filing requirements for the past 90 days.  Yes þ     No o

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” inRule 12b-2 of the Exchange Act.

Large Accelerated Filerþ Accelerated Filero Non-Accelerated Filero

Indicate by check mark whether the Registrant is a shell company as defined inRule 12b-2 of the Exchange Act.  Yes o     No þ

The number of outstanding shares of Liberty Global, Inc.’s common stock as of August 1, 2007 was:

Series A common stock — 185,283,655 shares;

Series B common stock — 7,282,683 shares; and

Series C common stock — 191,407,215 shares.

EXPLANATORY NOTE

The Registrant is filing this Amendment No. 1 onForm 10-Q/A to its Quarterly Report onForm 10-Q for the quarter ended June 30, 2007 to correct typographical errors on pages 59 and 64 of Item 2. Accordingly, the Registrant hereby amends and replaces in its entirety Item 2 of its Quarterly Report onForm 10-Q for the quarter ended June 30, 2007.

Except as described above, this amendment does not update or modify in any way the disclosures in the Registrant’s Quarterly Report onForm 10-Q for the quarter ended June 30, 2007, which was filed with the Securities and Exchange Commission as of August 9, 2007 but prior to the filing of thisForm 10-Q/A, and does not purport to reflect any information or events subsequent to the filing thereof.

LIBERTY GLOBAL, INC.

INDEX

		Page
		Number
PART I — FINANCIAL INFORMATION
Item 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		53
PART II — OTHER INFORMATION
Item 6.	EXHIBITS		88
Certification of President and Chief Executive Officer
Certification of Senior Vice President and Co-Chief Financial Officer
Certification of Senior Vice President and Co-Chief Financial Officer
Section 1350 Certification

1

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

The following discussion and analysis is intended to assist in providing an understanding of our financial condition, changes in financial condition and results of operations. This discussion is organized as follows:

•  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, 2007 and 2006.

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

•  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.

The capitalized terms used below have been defined in the notes to our condensed consolidated financial statements. In the following text, the terms, “we,” “our,” “our company” and “us” may refer, as the context requires, to LGI and its predecessors and subsidiaries.

Unless otherwise indicated, convenience translations into U.S. dollars are calculated as of June 30, 2007.

Forward Looking Statements

Certain statements in this Quarterly Report onForm 10-Q/A constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. To the extent that statements in this Quarterly Report are not recitations of historical fact, such statements constitute forward-looking statements, which, by definition, involve risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. In particular, statements underItem 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsandItem 3. Quantitative and Qualitative Disclosures About Market Riskcontain forward-looking statements, including statements regarding business, product, acquisition, disposition and finance strategies, our capital expenditure priorities, subscriber growth and retention rates, competition, the maturity of our markets, anticipated cost increases and target leverage levels. Where, in any forward-looking statement, we express an expectation or belief as to future results or events, such expectation or belief is expressed in good faith and believed to have a reasonable basis, but there can be no assurance that the expectation or belief will result or be achieved or accomplished. In addition to the risk factors described in our 2006 Annual Report onForm 10-K/A, the following are some but not all of the factors that could cause actual results or events to differ materially from anticipated results or events:

•  economic and business conditions and industry trends in the countries in which we, and the entities in which we have interests, operate;

•  the competitive environment in the broadband communications and programming industries in the countries in which we, and the entities in which we have interests, operate;

•  competitor responses to our products and services, and the products and services of the entities in which we have interests;

•  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 newer digital video, voice and broadband Internet access services;

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

•  our ability to manage rapid technological changes;

•  our ability to increase the number of subscriptions to our digital video, voice and broadband Internet access services and our average revenue per household;

•  Telenet’s ability to favorably resolve negotiations and litigation with the PICs with respect to the Telenet Partner Network;

•  continued consolidation of the foreign broadband distribution industry;

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

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

•  government intervention that opens our broadband distribution networks to competitors;

•  our ability to successfully negotiate rate increases with local authorities;

•  changes in laws or treaties relating to taxation, or the interpretation thereof, in countries in which we, or the entities in which we have interests, operate;

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

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

•  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;

•  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.

The broadband communications services industries are changing rapidly and, therefore, the forward-looking statements of expectations, plans and intent in this Quarterly Report are subject to a significant degree of risk.

These forward-looking statements and risks, uncertainties and other factors speak only as of the date of this Quarterly Report, and we expressly disclaim any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement contained herein, to reflect any change in our expectations with regard thereto, or any other change in events, conditions or circumstances on which any such statement is based.

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Overview

We are an international broadband communications provider of video, voice and Internet access services with consolidated broadband operations at June 30, 2007 in 17 countries, primarily in Europe, Japan and Chile. Through our indirect wholly owned subsidiary UPC Holding, we provide broadband communications services in 10 European countries and in Chile. As further described in note 7 to our condensed consolidated financial statements, (i) our 100% ownership interest in Cablecom, a broadband communications operator in Switzerland, and (ii) our 80% interest in VTR, a broadband communications operator in Chile, were transferred from certain of our other indirect subsidiaries to UPC Broadband Holding during the second quarter of 2007. UPC Broadband Holding’s European broadband communications operations, including Cablecom, are collectively referred to as the UPC Broadband Division. Through our indirect controlling ownership interest in Telenet, which we began accounting for as a consolidated subsidiary effective January 1, 2007 (as further described in note 4 to our condensed consolidated financials statements), we provide broadband communications services in Belgium. Through our indirect 36.5% controlling ownership interest in J:COM, we provide broadband communications services in Japan. Through our indirect 53.4%-owned subsidiary Austar, we provide DTH satellite operations in Australia. We also have (i) consolidated broadband communications operations in Puerto Rico, Brazil and Peru, (ii) a non-controlling interest in a broadband communications company in Japan, (iii) consolidated interests in certain programming businesses in Europe and Argentina and (iv) non-controlling interests in certain programming businesses in Europe, Japan, Australia and the Americas. Our consolidated programming interests in Europe are primarily held through Chellomedia, which also provides interactive digital services and owns or manages investments in various businesses in Europe. Certain of Chellomedia’s subsidiaries and affiliates provide programming and interactive digital services to certain of our broadband operations, primarily in Europe.

As further described in note 4 to our condensed consolidated financial statements, we have completed several transactions since January 1, 2006 that impact the comparability of our 2007 and 2006 results, including (i) our consolidation of Telenet effective January 1, 2007, (ii) our consolidation of Karneval effective September 30, 2006, (iii) J:COM’s acquisition of a controlling interest in Cable West on September 28, 2006 and (iv) our acquisition of INODE on March 2, 2006. In addition we have completed the acquisition of certain less significant entities in Europe and Japan since January 1, 2006.

As further discussed in note 4 to our condensed consolidated financial statements, our condensed consolidated financial statements have been reclassified to present UPC Norway, UPC Sweden, UPC France and PT Norway as discontinued operations. Accordingly, in the following discussion and analysis, the operating statistics, results of operations and cash flows that we present and discuss are those of our continuing operations.

Through our subsidiaries and affiliates, we are the largest international broadband communications operator in terms of subscribers. At June 30, 2007, our consolidated subsidiaries owned and operated networks that passed 29.9 million homes and served 23.1 million revenue generating units (RGUs), consisting of 14.7 million video subscribers, 4.9 million broadband Internet subscribers and 3.5 million telephony subscribers.

Including the effects of acquisitions during 2007, our continuing operations added total RGUs of 297,700 and 3,676,500 during the three and six months ended June 30, 2007, respectively. Excluding the effects of acquisitions (RGUs added on the acquisition date), but including post-acquisition RGU additions, our continuing operations added total RGUs of 265,900 and 622,900 during the three and six months ended June 30, 2007, respectively. Our organic RGU growth during the 2007 periods is attributable to the growth of our broadband Internet access services and digital telephony (primarily through voice-over-Internet-protocol or VoIP), as significant increases in digital video RGUs and slight increases in DTH video RGUs were more than offset by declines in analog video and, to a lesser extent, multi-channel multi-point (microwave) distribution system (MMDS) video RGUs, resulting in a net decline in video RGUs.

From a strategic perspective, we are seeking to build broadband and video programming businesses that have strong prospects for future growth in revenue and operating cash flow (as defined below and in note 12 to our condensed consolidated financial statements). Therefore, we seek to acquire entities at prudent prices that have strong growth potential and sell businesses that we believe do not meet this profile. We also seek to leverage the reach of our broadband distribution systems to create new content opportunities in order to increase our distribution presence and maximize operating efficiencies. As discussed further underMaterial Changes in Financial

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Condition — Capitalizationbelow, we also seek to maintain our debt at levels that provide for attractive equity returns without assuming undue risk.

From an operational perspective, we focus on achieving organic revenue growth in our broadband communications operations by developing and marketing bundled entertainment, information and communications services, and extending and upgrading the quality of our networks where appropriate. As we use the term, organic growth excludes the effects of foreign currency exchange rate fluctuations, acquisitions and dispositions. While we seek to obtain new customers, we also seek to increase the average revenue we receive from each household by increasing the penetration of our digital video, broadband Internet and telephony services with existing customers through product bundling and upselling, or by migrating analog video customers to digital video services that include various incremental service offerings, as described below. We plan to continue to employ this strategy to achieve organic revenue and RGU growth.

Although we continue to believe that demand for our service offerings is strong in most of our markets, competitive developments during 2007 in certain markets, including Romania, Hungary, Austria and other parts of Europe, have adversely affected our ability to sustain recent historical levels of organic revenue and RGU growth during 2007. In this regard, our net organic RGU additions during the second quarter of 2007 were significantly lower than our net organic RGU additions during the second quarter of 2006. We expect that we will continue to be challenged to maintain recent historical organic revenue and RGU growth rates in future periods as we expect that competition will continue to grow and that the markets for certain of our service offerings will continue to mature. Moreover, our ability to maintain or increase our monthly subscription fees for our service offerings has been, and we expect will continue to be, limited by competitive and, to a lesser extent, regulatory factors. Notwithstanding the above-described competitive developments, we continue to believe that most of our organic revenue growth in 2007 will be attributable to RGU growth.

Although we face competition in all of our markets, we are experiencing particularly intense competition for video subscribers in Romania and Hungary, and to a somewhat lesser extent, for broadband Internet subscribers in Austria and Romania. As might be expected, this competition has resulted in declines in RGUs or organic RGU growth rates, lower monthly subscription fees, higher marketing costs and higher operating expenses associated with increased levels of subscriber disconnects. Although we are taking steps to improve our competitive position and our results of operations in these markets, no assurance can be given that our efforts will be successful.

Our analog video service offerings include basic programming and expanded basic programming in some markets. We tailor both our basic channelline-up and our additional channel offerings to each system according to culture, demographics, programming preferences and local regulation. Our digital video service offerings include basic and premium programming and, in some markets, incremental product and service offerings such as enhancedpay-per-view programming (includingvideo-on-demand and nearvideo-on-demand), personal video recorders and high definition television services.

We offer broadband Internet access services in all of our markets. Our residential subscribers can access the Internet via cable modems connected to their personal computers at faster speeds than that of conventionaldial-up modems. We determine pricing for each different tier of broadband Internet access service through analysis of speed, data limits, market conditions and other factors.

We offer telephony services in Austria, Belgium, Chile, Czech Republic, Hungary, Ireland, Japan, the Netherlands, Poland, Puerto Rico, Romania, Slovak Republic, Slovenia and Switzerland, primarily over our broadband networks. In Austria, Belgium, Chile, Hungary, Ireland, Japan and the Netherlands, we provide circuit switched telephony services and VoIP telephony services. Telephony services in the remaining countries are provided using VoIP technology. In select markets, we also offer mobile telephony services using third-party networks.

The video, broadband Internet access and telephony businesses in which we operate are capital intensive. Significant capital expenditures are required to add customers to our networks, including expenditures for equipment and labor costs. As video, broadband Internet access and telephony technology changes and competition increases, we may need to increase our capital expenditures to further upgrade our systems to remain competitive in markets that might be impacted by the introduction of new technology. No assurance can be given that any such

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future upgrades could be expected to generate a positive return or that we would have adequate capital available to finance such future upgrades. If we are unable to, or elect not to, pay for costs associated with adding new customers, expanding or upgrading our networks or making our other planned or unplanned capital expenditures, our growth could be limited and our competitive position could be harmed.

Material Changes in Results of Operations

As noted underOverviewabove, the comparability of our operating results during the 2007 and 2006 interim periods is affected by acquisitions. In the following discussion, we quantify the impact of acquisitions on our operating results. The acquisition impact represents our estimate of the difference between the operating results of the periods under comparison that is attributable to the timing of an acquisition. In general, we base our estimate of the acquisition impact on an acquired entity’s operating results during the first three months following the acquisition date such that changes from those operating results in subsequent periods are considered to be organic changes.

Changes in foreign currency exchange rates have a significant impact on our operating results as all of our operating segments, except for Puerto Rico, have functional currencies other than the U.S. dollar. Our primary exposure is currently to the euro and the Japanese yen. In this regard, 39.0% and 24.5% of our U.S. dollar revenue during the three months ended June 30, 2007 and 38.9% and 24.9% of our U.S. dollar revenue during the six months ended June 30, 2007 was derived from subsidiaries whose functional currency is the euro and the Japanese yen, respectively. In addition, our operating results are impacted by changes in the exchange rates for the Swiss franc, Chilean peso, the Hungarian forint, the Australian dollar and other local currencies in Europe.

The amounts presented and discussed below represent 100% of each business’s revenue and operating cash flow. As we have the ability to control Telenet, J:COM, VTR and Austar, GAAP requires that we consolidate 100% of the revenue and expenses of these entities in our condensed consolidated statements of operations despite the fact that third parties own significant interests in these entities. The third-party owners’ interests in the operating results of Telenet, J:COM, VTR and, Austar and other less significant majority owned subsidiaries are reflected in minority interests in earnings of subsidiaries, net, in our condensed consolidated statements of operations. Our ability to consolidate J:COM is dependent on our ability to continue to control Super Media, which will be dissolved in February 2010 unless we and Sumitomo mutually agree to extend the term. If Super Media is dissolved and we do not otherwise control J:COM at the time of any such dissolution, we will no longer be in a position to consolidate J:COM. When reviewing and analyzing our operating results, it is important to note that other third-party entities own significant interests in Telenet, J:COM, VTR and Austar and that Sumitomo effectively has the ability to prevent our company from consolidating J:COM after February 2010.

Discussion and Analysis of our Reportable Segments

All of the reportable segments set forth below provide broadband communications services, including video, voice and broadband Internet access services. Certain segments also provide CLEC and other B2B services. At June 30, 2007, our operating segments in the UPC Broadband Division provided services in 10 European countries. Our Other Central and Eastern Europe segment includes our operating segments in Poland, Czech Republic, Slovak Republic, Romania and Slovenia. Telenet provides broadband communications services in Belgium. J:COM provides broadband communications services in Japan. VTR provides broadband communications services in Chile. Our corporate and other category includes (i) Austar and other less significant operating segments that provide broadband communications services in Puerto Rico, Brazil and Peru and video programming and other services in Europe and Argentina and (ii) our corporate category. Intersegment eliminations primarily represent the elimination of intercompany transactions between our UPC Broadband Division and Chellomedia.

As further discussed in note 4 to our condensed consolidated financial statements, we sold UPC Belgium to Telenet on December 31, 2006, and we began accounting for Telenet as a consolidated subsidiary effective January 1, 2007. As a result, we began reporting a new segment as of January 1, 2007 that includes Telenet from the January 1, 2007 consolidation date and UPC Belgium for all periods presented. The new reportable segment is not a part of the UPC Broadband Division. Segment information for all periods presented has been restated to reflect the

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transfer of UPC Belgium to the Telenet segment. We present only the reportable segments of our continuing operations in the following tables.

For additional information concerning our reportable segments, including a discussion of our performance measures and a reconciliation of total segment operating cash flow to our consolidated earnings (loss) before income taxes, minority interests and discontinued operations, see note 12 to our condensed consolidated financial statements.

The tables presented below in this section provide a separate analysis of each of the line items that comprise operating cash flow (revenue, operating expenses and SG&A expenses, excluding allocable stock-based compensation expense in accordance with our definition of operating cash flow) as well as an analysis of operating cash flow by reportable segment for the three and six months ended June 30, 2007, as compared to the corresponding prior year periods. In each case, the tables present (i) the amounts reported by each of our reportable segments for the comparative interim periods, (ii) the U.S. dollar change and percentage change from period to period and (iii) the percentage change from period to period, after removing foreign currency effects (FX). The comparisons that exclude FX assume that exchange rates remained constant during the periods that are included in each table. As discussed underQuantitative and Qualitative Disclosures about Market Risk below, we have significant exposure to movements in foreign currency rates. We also provide a table showing the operating cash flow margins (operating cash flow divided by revenue) of our reportable segments for the three and six months ended June 30, 2007 and 2006 at the end of this section.

Substantially all of the significant increases during the three and six months ended June 30, 2007, as compared to the prior year periods, in our revenue, operating expense and SG&A expenses for our Telenet (Belgium) segment are attributable to the effects of our January 1, 2007 consolidation of Telenet, and accordingly, we do not separately discuss the results of our Telenet (Belgium) segment below. Telenet provides services over broadband networks owned by Telenet and the Telenet Partner Network owned by the PICs (as further described in note 7 to our condensed consolidated financial statements), with the networks owned by Telenet accounting for approximately 70%, and the Telenet Partner Network accounting for 30%, of the aggregate homes passed by the combined networks. For information concerning Telenet’s ongoing negotiations and litigation with the PICs with respect to the Telenet Partner Network, see note 11 to our condensed consolidated financial statements.

Revenue derived by our broadband communications operating segments includes amounts received from subscribers for ongoing services, installation fees, advertising revenue, mobile telephony revenue, channel carriage fees, telephony interconnect fees and amounts received for CLEC and other B2B services. In the following discussion, we use the term “subscription revenue” to refer to amounts received from subscribers for ongoing services, excluding installation fees and mobile telephony revenue.

The rates charged for certain video services offered by our broadband communications operations in Europe and Chile are subject to rate regulation. Additionally, in Europe, our ability to bundle or discount our services may be constrained if we are held to be dominant with respect to any product we offer. Adverse outcomes from rate regulation or other regulatory initiatives could have a significant negative impact on our ability to maintain or increase our revenue.

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Revenue of our Reportable Segments

													Increase
	Three months ended												(decrease)
	June 30,						Increase (decrease)						excluding FX
	2007			2006			$			%			%
	amounts in millions, except % amounts
UPC Broadband Division:
The Netherlands	$	260.6		$	224.1		$	36.5			16.3			8.4
Switzerland		212.3			193.5			18.8			9.7			7.7
Austria		122.2			108.0			14.2			13.1			5.6
Ireland		74.7			64.8			9.9			15.3			7.6
Total Western Europe		669.8			590.4			79.4			13.4			7.6
Hungary		93.9			75.9			18.0			23.7			7.8
Other Central and Eastern Europe		195.7			137.5			58.2			42.3			27.5
Total Central and Eastern Europe		289.6			213.4			76.2			35.7			20.5
Central and corporate operations		1.8			2.1			(0.3	)		(14.3	)		(17.6	)
Total UPC Broadband Division		961.2			805.9			155.3			19.3			10.9
Telenet (Belgium)		313.2			10.6			302.6			N.M.			N.M.
J:COM (Japan)		533.4			460.6			72.8			15.8			22.2
VTR (Chile)		154.5			141.1			13.4			9.5			9.4
Corporate and other		237.9			187.6			50.3			26.8			17.6
Intersegment eliminations		(19.6	)		(15.0	)		(4.6	)		(30.7	)		(22.7	)
Total LGI	$	2,180.6		$	1,590.8		$	589.8			37.1			32.4

													Increase
	Six months ended												(decrease)
	June 30,						Increase (decrease)						excluding FX
	2007			2006			$			%			%
	amounts in millions, except % amounts
UPC Broadband Division:
The Netherlands	$	512.6		$	439.4		$	73.2			16.7			7.9
Switzerland		419.6			372.3			47.3			12.7			9.0
Austria		242.2			196.8			45.4			23.1			14.1
Ireland		148.4			126.5			21.9			17.3			8.6
Total Western Europe		1,322.8			1,135.0			187.8			16.5			9.4
Hungary		183.9			150.9			33.0			21.9			8.7
Other Central and Eastern Europe		379.2			264.3			114.9			43.5			28.5
Total Central and Eastern Europe		563.1			415.2			147.9			35.6			21.3
Central and corporate operations		7.2			2.8			4.4			157.1			139.1
Total UPC Broadband Division		1,893.1			1,553.0			340.1			21.9			12.8
Telenet (Belgium)		613.3			20.8			592.5			N.M.			N.M.
J:COM (Japan)		1,066.7			899.5			167.2			18.6			23.1
VTR (Chile)		299.9			274.0			25.9			9.5			10.8
Corporate and other		453.7			367.9			85.8			23.3			15.1
Intersegment eliminations		(40.1	)		(33.9	)		(6.2	)		(18.3	)		(9.4	)
Total LGI	$	4,286.6		$	3,081.3		$	1,205.3			39.1			33.6

N.M. — Not meaningful.

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The Netherlands.  The Netherlands’ revenue increased $36.5 million or 16.3% and increased $73.2 million or 16.7% during the three and six months ended June 30, 2007, as compared to the corresponding prior year periods. Excluding the effects of foreign exchange rate fluctuations, the Netherlands’ revenue increased $18.9 million or 8.4% and $34.7 million or 7.9%, respectively. Most of these increases are attributable to increases in subscription revenue, due primarily to higher average RGUs, as increases in average telephony and broadband Internet RGUs were only partially offset by declines in average video RGUs. The declines in average video RGUs include declines in average analog video RGUs that were not fully offset by gains in average digital video RGUs. The declines in average video RGUs are due largely to the effects of competition. The average monthly subscription revenue received per RGU (ARPU) increased during the respective 2007 periods due primarily to (i) improvements in the Netherlands’ RGU mix, attributable to a higher proportion of digital video RGUs, and to a lesser extent, broadband Internet and telephony RGUs, and (ii) lower discounting. The positive effects of the above factors were only partially offset by the negative effect on ARPU of a higher proportion of broadband Internet customers selecting lower-priced tiers of service. ARPU from telephony services remained relatively constant during the 2007 periods as compared to the corresponding 2006 periods. Subscription revenue for the 2006 six-month period includes €4.0 million ($4.9 million at the average rate for the period), related to the first quarter 2006 release of deferred revenue in connection with rate settlements with certain municipalities. There were no such releases during the first six months of 2007.

In July 2007, the incumbent telecommunications operator in the Netherlands announced significant price reductions for certain tiers of video services. As a result, we expect that competition for video subscribers in the Netherlands will continue to be strong and may increase during the remainder of 2007 and in future periods.

In October 2005, the Netherlands began providing analog video customers with a digital interactive television box and, for a promotional period following acceptance of the box, the digital entry level service at no incremental charge to the customer over the standard analog rate. As of June 30, 2007, the promotional pricing period (currently 3 months) had elapsed for approximately 80% of the Netherlands’ digital video subscribers and these subscribers are currently generating ARPU that is on average significantly higher than the basic analog rate.

As compared to the last half of 2006, the net number of digital video RGUs added by the Netherlands during the first half of 2007 declined substantially. The decline in the net number of digital video RGU additions during the first half of 2007 is primarily attributable to (i) the continued emphasis on more selective marketing strategies, and (ii) competitive factors. Although the Netherlands’ emphasis on more selective marketing strategies has resulted in a more gradual pacing of the Netherlands digital migration efforts, we are seeing the positive impact of these strategies in 2007 in the form of reductions in certain marketing, operating and capital costs and improved subscriber retention rates.

We believe that the continuing deployment of enhanced digital video service offerings, such as video on demand (launched in certain of the Netherlands’ franchise areas during the second quarter of 2007 with full deployment expected in the second half of 2007) and digital video recorders (launched in December 2006), will have a positive impact on our ability to add digital video subscribers and improve retention rates in the Netherlands. No assurance can be given that we will be successful in our efforts to (i) increase the number of RGU additions to the Netherlands’ digital video service or (ii) continue to improve digital video subscriber retention rates.

Switzerland.  Switzerland’s revenue increased $18.8 million or 9.7% and $47.3 million or 12.7% during the three and six months ended June 30, 2007, respectively, as compared to the corresponding prior year periods. Excluding the effects of foreign exchange rate fluctuations, Switzerland’s revenue increased $14.9 million or 7.7% and $33.4 million or 9.0%, respectively. Most of these increases are attributable to increases in subscription revenue, as the number of average broadband Internet, telephony and video RGUs was higher during the 2007 periods, as compared to the corresponding 2006 periods. ARPU remained relatively constant during the 2007 periods, as the positive impact of an improvement in Switzerland’s RGU mix, attributable to a higher proportion of telephony, broadband Internet and digital video RGUs, was offset by the negative impact of (i) higher discounting of digital video services, in conjunction with Switzerland’s efforts during 2007 to increase digital migration, and (ii) lower ARPU from telephony and broadband Internet services. ARPU from telephony services decreased during the 2007 periods primarily due to the impact of lower call volumes and competitive factors. ARPU from broadband Internet services decreased during the 2007 periods primarily due to customers selecting lower-priced tiers of

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service. Increases in revenue from B2B services and other non-subscription revenue also contributed to the increases in Switzerland’s revenue.

Austria.  Austria’s revenue increased $14.2 million or 13.1% and $45.4 million or 23.1% during the three and six months ended June 30, 2007, respectively, as compared to the corresponding prior year periods. The increase for the six-month period includes $14.5 million attributable to the impact of the March 2006 INODE acquisition. Excluding the effects of the INODE acquisition during the six-month period and foreign exchange rate fluctuations during the three-month and six-month periods, Austria’s revenue increased $6.0 million or 5.6% and $13.2 million or 6.7%, respectively. The majority of these increases are attributable to increases in subscription revenue, as the positive effects of higher average RGUs were only partially offset by slight declines in ARPU. The increases in average RGUs during the 2007 periods are attributable to significant increases in the average number of broadband Internet RGUs and smaller increases in the average number of telephony and video RGUs during the 2007 periods. The slight declines in ARPU during the 2007 periods are due primarily to the negative impacts of lower ARPU from broadband Internet and telephony services that were only partially offset by the positive impacts of (i) an improvement in Austria’s RGU mix, primarily attributable to a higher proportion of broadband Internet RGUs, and (ii) a January 2007 rate increase for analog video services. The decrease in ARPU from broadband Internet services is attributable to a higher proportion of customers selecting lower-priced tiers of service and higher discounting in response to increased competition. ARPU from telephony services decreased, due primarily to (i) an increase in the proportion of subscribers selecting VoIP telephony service, which generally is priced slightly lower than Austria’s circuit switched telephony service, and (ii) lower telephony call volumes. Telephony revenue in Austria decreased slightly on an organic basis during the 2007 periods, as the negative effect of the decrease in telephony ARPU was only partially offset by the positive impact of higher average telephony RGUs. Increases in revenue from B2B services and other non-subscription revenue also contributed to the increases in Austria’s revenue. During the second quarter of 2007, competition and other factors have resulted in a slight decline in the total number of RGUs in Austria, as declines in analog video and broadband Internet RGUs were not fully offset by modest gains in digital video and telephony RGUs.

Ireland.  Ireland’s revenue increased $9.9 million or 15.3% and $21.9 million or 17.3% during the three and six months ended June 30, 2007, respectively, as compared to the corresponding prior year periods. Excluding the effects of foreign exchange rate fluctuations, Ireland’s revenue increased $4.9 million or 7.6% and $10.8 million or 8.6%. These increases are primarily attributable to increases in subscription revenue as a result of higher average RGUs and slightly higher ARPU during the 2007 periods, as compared to the 2006 periods. The increases in average RGUs are attributable to increases in the average number of broadband Internet RGUs during the three-month and six-month periods and an increase in the average number of video RGUs during the six-month period. The increases in ARPU in Ireland are due primarily to the positive effects of (i) an improvement in Ireland’s RGU mix, primarily attributable to a higher proportion of digital video and broadband Internet RGUs, and (ii) a November 2006 price increase for certain broadband Internet subscribers and lower promotional discounts for broadband Internet services. During the second quarter of 2007, competition and other factors have resulted in a slight decline in the total number of RGUs in Ireland, as declines in analog video and MMDS video RGUs were not fully offset by gains in digital video, broadband Internet and telephony RGUs.

Hungary.  Hungary’s revenue increased $18.0 million or 23.7% and $33.0 million or 21.9% during the three and six months ended June 30, 2007, as compared to the corresponding prior year periods. These increases include $0.5 million and $0.9 million, respectively, attributable to the impact of a January 2007 acquisition. Excluding the effects of the acquisition and foreign exchange rate fluctuations, Hungary’s revenue increased $5.4 million or 7.2% and $12.1 million or 8.0%, respectively. The majority of these increases are attributable to higher subscription revenue, as higher average numbers of broadband Internet and telephony RGUs were only partially offset by lower average numbers of analog video and DTH RGUs. ARPU was relatively unchanged during the 2007 periods, as the positive effects of (i) improvements in Hungary’s RGU mix, primarily attributable to a higher proportion of broadband Internet RGUs, and (ii) a January 2007 rate increase for analog video services were offset by the negative impacts of (a) increases in discounting due to competitive factors, (b) a higher proportion of customers selecting lower-priced broadband Internet tiers, (c) growth in Hungary’s VoIP telephony service, which generally is priced lower than Hungary’s circuit switched telephony services, and (d) lower telephony call volume. The decreases in ARPU for telephony services more than offset the positive impact of higher average telephony RGUs, resulting in

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small decreases in Hungary’s telephony revenue during the 2007 periods, as compared to the corresponding 2006 periods. Hungary is continuing to experience organic declines in analog video and DTH video RGUs, primarily due to (i) the effects of intense competition from an alternative DTH provider and (ii) subscriber reaction to the January 1, 2007 rate increase for analog video services. The majority of Hungary’s recent analog video subscriber losses have occurred in certain municipalities where the technology of our networks limits our ability to create a less expensive tier of service that would more effectively compete with the alternative DTH provider. Due to decreases in the average number of DTH and analog video RGUs and the lower ARPU from DTH video services, Hungary experienced slight declines in revenue from video services during each of the 2007 periods, as compared to the corresponding 2006 periods. Increases in revenue from B2B services, which more than offset decreases in certain other categories of non-subscription revenue, also contributed to the increases in Hungary’s revenue during the 2007 periods.

Other Central and Eastern Europe.  Other Central and Eastern Europe’s revenue increased $58.2 million or 42.3% and $114.9 million or 43.5% during the three and six months ended June 30, 2007, respectively, as compared to the corresponding prior year periods. These increases include $20.4 million and $38.9 million, respectively, attributable to the aggregate impact of the September 2006 consolidation of Karneval and other less significant acquisitions. Excluding the effects of these acquisitions and foreign exchange rate fluctuations, Other Central and Eastern Europe’s revenue increased $17.4 million or 12.6% and $36.3 million or 13.7%, respectively. These increases primarily are attributable to increases in subscription revenue as a result of higher average RGUs and slightly higher ARPU during the 2007 periods, as compared to the 2006 periods. The increases in average RGUs during the 2007 periods are attributable to higher average numbers of (i) broadband Internet RGUs (mostly in Poland, Romania and the Czech Republic), (ii) telephony RGUs (mostly related to the expansion of VoIP telephony services in Poland, the Czech Republic and Romania) and (iii) video RGUs (mostly in Romania and the Czech Republic). ARPU increased slightly during the 2007 periods as the positive effects of (i) an improvement in RGU mix, primarily attributable to a higher proportion of broadband Internet and DTH RGUs, and (ii) January 2007 rate increases for video services in certain countries more than offset the negative effects of higher discounting related to increased competition and a higher proportion of broadband Internet subscribers selecting lower-priced tiers.

We continue to experience increased competition for video RGUs in Central and Eastern Europe due largely to the effects of competition from several alternative video providers that are competing with us in most of our Central and Eastern European markets. In Romania, where we are facing intense competition from multiple alternative providers (two of which are also offering telephony and Internet access services), we experienced significant organic declines in video RGUs during 2007. Most of these declines are occurring in smaller municipalities where Romania’s network has not yet been upgraded to provide broadband Internet, telephony and digital video services. Negative subscriber reaction to a January 1, 2007 rate increase for Romania’s analog video services also contributed to the decline in video RGUs during the first six months of 2007. In addition, during the second quarter of 2007, increased competition and other factors contributed to (i) slower growth rates for our broadband Internet services in Romania and our other Central and Eastern Europe markets, and (ii) small organic declines in video RGUs in Poland, Czech Republic, Slovak Republic and Slovenia.

J:COM (Japan).  J:COM’s revenue increased $72.8 million or 15.8% and $167.2 million or 18.6% during the three and six months ended June 30, 2007, as compared to the corresponding prior year periods. These increases include $54.8 million and $109.8 million, respectively, attributable to the aggregate impact of the September 2006 acquisition of Cable West and other less significant acquisitions. Excluding the effects of these acquisitions and foreign exchange rate fluctuations, J:COM’s revenue increased $47.5 million or 10.3% and $98.3 million or 10.9%, respectively. Most of these increases are attributable to increases in subscription revenue, due primarily to a higher average number of telephony, broadband Internet and video RGUs during the 2007 periods. ARPU remained relatively unchanged during the 2007 periods, as the positive effects of (i) an improvement in J:COM’s RGU mix, primarily attributable to a higher proportion of digital video RGUs and (ii) a higher proportion of broadband Internet subscribers selecting higher-priced tiers of service were largely offset by the negative effects of (a) bundling discounts and (b) lower telephony ARPU due to decreases in customer call volumes and minutes used.

VTR (Chile).  VTR’s revenue increased $13.4 million or 9.5% and $25.9 million or 9.5% during the three and six months ended June 30, 2007, respectively, as compared to the corresponding prior year periods. Excluding the effects of foreign exchange rate fluctuations, VTR’s revenue increased $13.3 million or 9.4% and $29.6 million or

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10.8%, respectively. Most of these increases are attributable to increases in subscription revenue, due primarily to a higher average number of VTR’s broadband Internet, telephony and video RGUs during the 2007 periods. ARPU declined somewhat during the 2007 periods, due primarily to decreases in ARPU from broadband Internet and telephony services. ARPU from video services remained relatively unchanged during the 2007 periods, as the positive impacts of (i) a higher proportion of subscribers selecting digital video over analog video services and (ii) August 2006 and April 2007 inflation adjustments to certain rates for analog video services were offset by the negative impact of higher discounts. The lower ARPU from broadband Internet services is primarily attributable to the effect of higher discounting, which was slightly offset by an increase in the proportion of subscribers selecting higher-speed broadband Internet services over the lower-speed alternatives. ARPU from telephony services remained relatively unchanged during the 2007 periods as the positive effects of the migration of a significant number of subscribers to a fixed-rate plan was offset by the negative impact of lower call volumes for subscribers that remain on a usage-based plan.

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Operating Expenses of our Reportable Segments

													Increase
	Three months ended												(decrease)
	June 30,						Increase (decrease)						excluding FX
	2007			2006			$			%			%
	amounts in millions, except % amounts
UPC Broadband Division:
The Netherlands	$	90.9		$	82.6		$	8.3			10.0			2.6
Switzerland		72.8			68.6			4.2			6.1			4.2
Austria		43.7			40.3			3.4			8.4			1.2
Ireland		39.1			33.6			5.5			16.4			8.2
Total Western Europe		246.5			225.1			21.4			9.5			3.7
Hungary		33.9			28.7			5.2			18.1			2.8
Other Central and Eastern Europe		72.0			51.9			20.1			38.7			24.5
Total Central and Eastern Europe		105.9			80.6			25.3			31.4			16.7
Central and corporate operations		19.0			19.3			(0.3	)		(1.6	)		(8.4	)
Total UPC Broadband Division		371.4			325.0			46.4			14.3			6.2
Telenet (Belgium)		116.6			3.5			113.1			N.M.			N.M.
J:COM (Japan)		214.6			193.3			21.3			11.0			17.2
VTR (Chile)		60.6			60.8			(0.2	)		(0.3	)		(0.4	)
Corporate and other		160.2			121.1			39.1			32.3			22.6
Intersegment eliminations		(19.8	)		(14.7	)		(5.1	)		(34.7	)		(25.6	)
Total operating expenses excluding stock-based compensation expense		903.6			689.0			214.6			31.1			26.9
Stock-based compensation expense		2.5			1.1			1.4			127.3
Total LGI	$	906.1		$	690.1		$	216.0			31.3

													Increase
	Six months ended												(decrease)
	June 30,						Increase (decrease)						excluding FX
	2007			2006			$			%			%
	amounts in millions, except % amounts
UPC Broadband Division:
The Netherlands	$	178.6		$	158.1		$	20.5			13.0			4.5
Switzerland		143.1			134.7			8.4			6.2			2.7
Austria		87.3			71.3			16.0			22.4			13.7
Ireland		78.1			66.0			12.1			18.3			9.3
Total Western Europe		487.1			430.1			57.0			13.3			6.2
Hungary		67.4			58.0			9.4			16.2			3.7
Other Central and Eastern Europe		140.2			100.1			40.1			40.1			25.4
Total Central and Eastern Europe		207.6			158.1			49.5			31.3			17.4
Central and corporate operations		38.2			37.6			0.6			1.6			(5.9	)
Total UPC Broadband Division		732.9			625.8			107.1			17.1			8.3
Telenet (Belgium)		228.7			6.2			222.5			N.M.			N.M.
J:COM (Japan)		427.1			373.1			54.0			14.5			18.9
VTR (Chile)		122.6			116.1			6.5			5.6			6.9
Corporate and other		306.4			237.0			69.4			29.3			20.4
Intersegment eliminations		(40.7	)		(34.1	)		(6.6	)		(19.4	)		(10.1	)
Total operating expenses excluding stock-based compensation expense		1,777.0			1,324.1			452.9			34.2			29.2
Stock-based compensation expense		4.8			2.1			2.7			128.6
Total LGI	$	1,781.8		$	1,326.2		$	455.6			34.4

N.M. — Not meaningful.

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General.  Operating expenses include programming, network operations, interconnect, customer operations, customer care, stock-based compensation expense and other direct costs. We do not include stock-based compensation in the following discussion and analysis of the operating expenses of our reportable segments as stock-based compensation expense is not included in the performance measures of our reportable segments. Stock-based compensation expense is discussed under theDiscussion and Analysis of Our Consolidated Operating Resultsbelow. Programming costs, which represent a significant portion of our operating costs, are expected to rise in future periods as a result of the expansion of service offerings and the potential for price increases. Any cost increases that we are not able to pass on to our subscribers through service rate increases would result in increased pressure on our operating margins.

UPC Broadband Division.  The UPC Broadband Division’s operating expenses increased $46.4 million or 14.3% and $107.1 million or 17.1%, respectively, during the three and six months ended June 30, 2007, as compared to the corresponding prior year periods. These increases include $6.8 million and $22.0 million, respectively, attributable to the aggregate impact of the INODE, Karneval, and other less significant acquisitions. Excluding the effects of these acquisitions, foreign exchange rate fluctuations and stock-based compensation expense, the UPC Broadband Division’s operating expenses increased $13.4 million or 4.1% and $30.1 million or 4.8%, respectively, primarily due to the net effect of the following factors:

•  Increases in direct programming and copyright costs of $2.6 million and $11.3 million during the respective 2007 periods, primarily due to an increase in costs for content and interactive digital services related to subscriber growth on the digital and DTH platforms;

•  Increases in interconnect costs of $5.0 million and $6.8 million during the respective 2007 periods, primarily due to growth in telephony subscribers in the Netherlands, Hungary, Poland and Switzerland;

•  Increases in outsourced labor and consulting fees of $1.8 million and $6.6 million during the respective 2007 periods, driven by the use of third parties to manage excess call center volume associated with growth in digital video, broadband Internet and VoIP telephony services, primarily in Ireland and Switzerland, and increased costs related to network maintenance and upgrade activity in Ireland; and

•  Increases in bad debt expense and network related costs, partially offset by decreases in personnel costs and information technology related expenses.

J:COM (Japan).  J:COM’s operating expenses increased $21.3 million or 11.0% and $54.0 million or 14.5%, during the three and six months ended June 30, 2007, respectively, as compared to the corresponding prior year periods. These increases include $18.5 million and $37.0 million, respectively, attributable to the impact of the Cable West and other less significant acquisitions. Excluding the effects of these acquisitions, foreign exchange rate fluctuations and stock-based compensation expense, J:COM’s operating expenses increased $14.8 million or 7.6% and $33.5 million or 9.0%, respectively. These increases, which are primarily attributable to growth in J:COM’s subscriber base, include the following factors:

•  Increases in programming and related costs of $3.6 million and $9.4 million, respectively, as a result of growth in the number of video RGUs and a higher proportion of subscribers selecting digital video services over analog video services;

•  Increases in salaries and other staff related costs of $5.0 million and $7.6 million, respectively;

•  Increases in (i) the costs incurred by J:COM in connection with construction services provided by J:COM to affiliates and third parties, (ii) network operating expenses, maintenance and technical support costs and (iii) other individually insignificant increases.

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VTR (Chile).  VTR’s operating expenses decreased $0.2 million or 0.3% during the three months ended June 30, 2007 and increased $6.5 million or 5.6% during the six months ended June 30, 2007, respectively, as compared to the corresponding prior year periods. Excluding the effects of foreign exchange rate fluctuations and stock-based compensation expense, VTR’s operating expenses decreased $0.2 million or 0.4% and increased $8.1 million or 6.9%, respectively. The increase during the six-month period, which is due largely to the increased scope of VTR’s business, includes (i) an increase in technical services and network maintenance costs of $2.8 million, (ii) an increase in programming costs of $2.6 million, (iii) an increase in labor and related costs, including consulting and outsourcing, of $2.0 million and (iv) an increase in telephony access charges. The decrease during the three-month period is primarily attributable to a $1.6 million increase in technical services and network maintenance costs that was more than offset by individually insignificant net decreases in other components of VTR’s operating expenses.

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SG&A Expenses of our Reportable Segments

	Three months											Increase
	ended											(decrease)
	June 30,					Increase (decrease)						excluding FX
	2007		2006			$			%			%
	amounts in millions, except % amounts
UPC Broadband Division:
The Netherlands	$	37.1	$	38.4		$	(1.3	)		(3.4	)		(9.8	)
Switzerland		37.0		36.3			0.7			1.9			0.4
Austria		19.0		17.9			1.1			6.1			(1.4	)
Ireland		11.5		10.8			0.7			6.5			—
Total Western Europe		104.6		103.4			1.2			1.2			(3.7	)
Hungary		11.2		11.6			(0.4	)		(3.4	)		(15.9	)
Other Central and Eastern Europe		24.9		21.3			3.6			16.9			3.9
Total Central and Eastern Europe		36.1		32.9			3.2			9.7			(3.1	)
Central and corporate operations		41.8		32.4			9.4			29.0			19.8
Total UPC Broadband Division		182.5		168.7			13.8			8.2			0.9
Telenet (Belgium)		49.3		1.6			47.7			N.M.			N.M.
J:COM (Japan)		105.4		89.3			16.1			18.0			24.4
VTR (Chile)		34.4		32.1			2.3			7.2			7.2
Corporate and other		44.2		42.9			1.3			3.0			(1.4	)
Inter-segment eliminations		0.2		(0.3	)		0.5			166.7			150.0
Total SG&A expenses excluding stock-based compensation expense		416.0		334.3			81.7			24.4			20.6
Stock-based compensation expense		37.5		18.2			19.3			106.0
Total LGI	$	453.5	$	352.5		$	101.0			28.7

	Six months										Increase
	ended										(decrease)
	June 30,				Increase (decrease)						excluding FX
	2007		2006		$			%			%
	amounts in millions, except % amounts
UPC Broadband Division:
The Netherlands	$	73.4	$	72.1	$	1.3			1.8			(5.6	)
Switzerland		70.7		73.2		(2.5	)		(3.4	)		(6.7	)
Austria		37.7		31.2		6.5			20.8			11.9
Ireland		23.6		21.5		2.1			9.8			1.7
Total Western Europe		205.4		198.0		7.4			3.7			(2.5	)
Hungary		23.3		21.5		1.8			8.4			(3.3	)
Other Central and Eastern Europe		51.6		38.7		12.9			33.3			19.1
Total Central and Eastern Europe		74.9		60.2		14.7			24.4			11.1
Central and corporate operations		83.2		65.9		17.3			26.3			16.6
Total UPC Broadband Division		363.5		324.1		39.4			12.2			3.9
Telenet (Belgium)		100.4		3.1		97.3			N.M.			N.M.
J:COM (Japan)		207.9		176.2		31.7			18.0			22.4
VTR (Chile)		63.3		63.5		(0.2	)		(0.3	)		0.9
Corporate and other		88.3		84.2		4.1			4.9			0.7
Inter-segment eliminations		0.6		0.2		0.4			200.0			100.0
Total SG&A expenses excluding stock-based compensation expense		824.0		651.3		172.7			26.5			22.1
Stock-based compensation expense		78.7		33.2		45.5			137.0
Total LGI	$	902.7	$	684.5	$	218.2			31.9

N.M. — Not meaningful.

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General.  SG&A expenses include human resources, information technology, general services, management, finance, legal and marketing costs and other general expenses. We do not include stock-based compensation in the following discussion and analysis of the SG&A expenses of our reportable segments as stock-based compensation expense is not included in the performance measures of our reportable segments. Stock-based compensation expense is discussed under theDiscussion and Analysis of Our Consolidated Operating Resultsbelow.

UPC Broadband Division.  The UPC Broadband Division’s SG&A expenses increased $13.8 million or 8.2% and $39.4 million or 12.2% during the three and six months ended June 30, 2007, respectively, as compared to the corresponding prior year periods. These increases include $5.2 million and $14.0 million, respectively, attributable to the aggregate impact of the INODE, Karneval, and other less significant acquisitions. Excluding the effects of these acquisitions, foreign exchange rate fluctuations and stock-based compensation expense, the UPC Broadband Division’s SG&A expenses decreased $3.7 million or 2.2% and $1.3 million or 0.4%, respectively.

The decrease in the UPC Broadband Division’s SG&A expenses during the three-month period is primarily attributable to lower marketing expenses and commissions and personnel costs. The lower marketing expenses and commissions are due primarily to (i) the curtailment of certain efforts to market Hungary’s video services during the second quarter of 2007 to allow for the development of marketing strategies that will more effectively address increased competition and (ii) lower marketing costs in the Netherlands during the 2007 periods due in large part to the continued emphasis on more selective marketing strategies with respect to the Netherlands’ digital video services. These decreases were partially offset by higher costs due to (i) the introduction of a new marketing campaign for VoIP telephony services in Austria and (ii) a program in Ireland to integrate marketing, align products and address increased competition.

The decrease in the UPC Broadband Division’s SG&A expenses during the six-month period includes decreases in outsourced labor and consulting fees, and facility and other administrative costs that were mostly offset by a $3.6 million increase in marketing expenses and commissions. The increases in marketing expenses and commissions during the six-month period reflect increased costs during the first quarter of 2007 that were only partially offset by decreases in these costs during the second quarter of 2007, as described in the preceding paragraph. The increase in sales and marketing costs during the first quarter of 2007 reflects marketing costs incurred in anticipation of a rebranding campaign that was launched during the second quarter of 2007, targeted marketing in Romania to address increased competition, and increased commissions due to RGU growth, particularly in our Central and Eastern Europe segment. A favorable first quarter 2007 settlement related to number porting charges in Switzerland also contributed to the decrease in SG&A expenses during the six-month period.

J:COM (Japan).  J:COM’s SG&A expenses increased $16.1 million or 18.0% and $31.7 million or 18.0% during the three and six months ended June 30, 2007, respectively, as compared to the corresponding prior year periods. These increases include $14.7 million and $29.6 million, respectively, attributable to the aggregate impact of the Cable West and other less significant acquisitions. Excluding the effects of these acquisitions, foreign exchange rate fluctuations and stock-based compensation expense, J:COM’s SG&A expenses increased $7.0 million or 7.9% and $9.8 million or 5.6%, respectively. These increases are attributable primarily to (i) $1.7 million and $5.0 million increases, respectively, in labor and related overhead costs associated with higher staffing levels and annual wage increases and (ii) other individually insignificant increases.

VTR (Chile).  VTR’s SG&A expenses increased $2.3 million or 7.2% during the three months ended June 30, 2007 and decreased $0.2 million or 0.3% during the six months ended June 30, 2007, as compared to the corresponding prior year periods. Excluding the effects of foreign exchange rate fluctuations and stock-based compensation expense, VTR’s SG&A expenses increased $2.3 million or 7.2% and $0.6 million or 0.9%, respectively. These increases are primarily attributable to increases in labor and related costs, including consulting and outsourcing, of $2.0 million and $1.0 million, respectively.

Operating Cash Flow of our Reportable Segments

Operating cash flow is the primary measure used by our chief operating decision maker to evaluate segment operating performance and to decide how to allocate resources to segments. As we use the term, operating cash flow is defined as revenue less operating and SG&A expenses (excluding stock-based compensation, depreciation and

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amortization, and impairment, restructuring and other operating charges or credits). For additional information and a reconciliation of total segment operating cash flow to our consolidated earnings (loss) before income taxes, minority interests and discontinued operations, see note 12 to our condensed consolidated financial statements. Operating cash flow should be viewed as a measure of operating performance that is a supplement to, and not a substitute for, operating income, net earnings, cash flow from operating activities and other GAAP measures of income.

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Operating Cash Flow — Three months ended June 30, 2007 and 2006

													Increase
	Three months ended												(decrease)
	June 30,						Increase (decrease)						excluding FX
	2007			2006			$			%			%
	amounts in millions, except % amounts
UPC Broadband Division:
The Netherlands	$	132.6		$	103.1		$	29.5			28.6			19.9
Switzerland		102.5			88.6			13.9			15.7			13.4
Austria		59.5			49.8			9.7			19.5			11.6
Ireland		24.1			20.4			3.7			18.1			10.6
Total Western Europe		318.7			261.9			56.8			21.7			15.4
Hungary		48.8			35.6			13.2			37.1			19.5
Other Central and Eastern Europe		98.8			64.3			34.5			53.7			37.7
Total Central and Eastern Europe		147.6			99.9			47.7			47.7			31.3
Central and corporate operations		(59.0	)		(49.6	)		(9.4	)		(19.0	)		(10.4	)
Total UPC Broadband Division		407.3			312.2			95.1			30.5			21.3
Telenet (Belgium)		147.3			5.5			141.8			N.M.			N.M.
J:COM (Japan)		213.4			178.0			35.4			19.9			26.5
VTR (Chile)		59.5			48.2			11.3			23.4			23.2
Corporate and other		33.5			23.6			9.9			41.9			24.7
Total	$	861.0		$	567.5		$	293.5			51.7			46.1

Operating Cash Flow — Six months ended June 30, 2007 and 2006

													Increase
	Six months ended												(decrease)
	June 30,						Increase (decrease)						excluding FX
	2007			2006			$			%			%
	amounts in millions, except % amounts
UPC Broadband Division:
The Netherlands	$	260.6		$	209.2		$	51.4			24.6			15.1
Switzerland		205.8			164.4			41.4			25.2			21.1
Austria		117.2			94.3			22.9			24.3			15.1
Ireland		46.7			39.0			7.7			19.7			11.1
Total Western Europe		630.3			506.9			123.4			24.3			16.7
Hungary		93.2			71.4			21.8			30.5			16.3
Other Central and Eastern Europe		187.4			125.5			61.9			49.3			33.8
Total Central and Eastern Europe		280.6			196.9			83.7			42.5			27.4
Central and corporate operations		(114.2	)		(100.7	)		(13.5	)		(13.4	)		(4.8	)
Total UPC Broadband Division		796.7			603.1			193.6			32.1			22.0
Telenet (Belgium)		284.2			11.5			272.7			N.M.			N.M.
J:COM (Japan)		431.7			350.2			81.5			23.3			28.0
VTR (Chile)		114.0			94.4			19.6			20.8			22.3
Corporate and other		59.0			46.7			12.3			26.3			13.5
Total	$	1,685.6		$	1,105.9		$	579.7			52.4			45.8

N.M. — Not meaningful.

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Operating Cash Flow Margin — Three and six months ended June 30, 2007 and 2006

The following table sets forth the operating cash flow margins (operating cash flow divided by revenue) of our reportable segments:

	Three months ended				Six months ended
	June 30,				June 30,
	2007		2006		2007		2006
	%		%		%		%
UPC Broadband Division:
The Netherlands		50.9		46.0		50.8		47.6
Switzerland		48.3		45.8		49.0		44.2
Austria		48.7		46.1		48.4		47.9
Ireland		32.3		31.5		31.5		30.8
Total Western Europe		47.6		44.4		47.6		44.7
Hungary		52.0		46.9		50.7		47.3
Other Central and Eastern Europe		50.5		46.8		49.4		47.5
Total Central and Eastern Europe		51.0		46.8		49.8		47.4
Total UPC Broadband Division, including central and corporate costs		42.4		38.7		42.1		38.8
Telenet (Belgium)		47.0		51.9		46.3		55.3
J:COM (Japan)		40.0		38.6		40.5		38.9
VTR (Chile)		38.5		34.2		38.0		34.5

The improvements in the operating cash flow margins of our reportable segments during the 2007 periods, as compared to the respective 2006 periods, are generally attributable to improved operational leverage resulting from revenue growth that is more than offsetting the accompanying increases in our operating and SG&A expenses. Cost containment efforts and synergies and cost savings resulting from the continued integration of acquisitions, particularly our 2005 acquisitions in Switzerland and Chile, have also positively impacted the operating cash flow margins of our reportable segments. The significant improvement in the operating cash flow margin of the Netherlands is principally due to cost reductions associated with the more gradual pacing of the Netherlands’ digital migration efforts during 2007 due to the late 2006 adoption of more selective marketing strategies. The decrease in the operating cash flow margin of our Telenet (Belgium) segment is due to the fact that the 2006 periods only include the results of UPC Belgium. As discussed underOverviewandRevenue of our Reportable Segmentsabove, our broadband operations are experiencing significant competition, particularly in Europe. Sustained or increased competition could adversely affect our ability to maintain or improve the operating cash flow margins of our reportable segments.

Discussion and Analysis of our Consolidated Operating Results

General

As noted underOverviewabove, the effects of acquisitions have affected the comparability of our results of operations during the 2007 and 2006 interim periods. For more detailed explanations of the changes in our revenue, operating expenses and SG&A expenses, see theDiscussion and Analysis of Reportable Segmentsthat appears above.

Revenue

Our total consolidated revenue increased $589.8 million or 37.1% and $1,205.3 million or 39.1% during the three and six months ended June 30, 2007, respectively, as compared to the corresponding prior year periods. These increases include $359.2 million and $717.2 million, respectively, attributable to the impact of acquisitions. Excluding the effects of acquisitions and foreign exchange rate fluctuations, total consolidated revenue increased $156.6 million or 9.8% and $318.7 million or 10.3%, respectively. As discussed in greater detail underDiscussion and Analysis of Reportable Segmentsabove, most of these increases are attributable to RGU growth. For information regarding competitive developments in certain of our markets, seeOverviewandDiscussion and Analysis of Reportable Segmentsabove.

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Operating expenses

Our total consolidated operating expenses increased $216.0 million or 31.3% and $455.6 or 34.4% during the three and six months ended June 30, 2007, respectively, as compared to the corresponding prior year periods. These increases include $137.1 million and $277.0 million, respectively, attributable to the impact of acquisitions. Our operating expenses include stock-based compensation expense, which increased $1.4 million and $2.7 million, respectively. For additional information, see discussion followingSG&A expensesbelow. Excluding the effects of acquisitions, foreign exchange rate fluctuations and stock-based compensation expense, total consolidated operating expenses increased $48.3 million or 7.0% and $110.0 million or 8.3%, respectively. As discussed in more detail underDiscussion and Analysis of Reportable Segmentsabove, these increases generally reflect increases in (i) programming costs, (ii) labor costs, (iii) network related costs and (iv) less significant increases in other expense categories. Most of these increases are a function of increased volumes or levels of activity associated with the increase in our customer base.

SG&A expenses

Our total consolidated SG&A expenses increased $101.0 million or 28.7% and $218.2 million or 31.9% during the three and six months ended June 30, 2007, respectively, as compared to the corresponding prior year period. These increases include $66.3 million and $136.9 million, respectively, attributable to the impact of acquisitions. Our SG&A expenses include stock-based compensation expense, which increased $19.3 million and $45.5 million, respectively. For additional information, see discussion in the following section. Excluding the effects of acquisitions, foreign exchange rate fluctuations and stock based compensation expense, total consolidated SG&A expenses increased $2.6 million or 0.8% and $7.3 million or 1.1%, respectively. As discussed in more detail underDiscussion and Analysis of Reportable Segmentsabove, these increases generally reflect increases in (i) labor costs and (ii) marketing and advertising costs and sales commissions, partially offset by individually insignificant net decreases. The increases in our marketing and advertising costs and sales commissions primarily are attributable to our efforts to promote RGU growth and launch new product offerings and initiatives. The increases in our labor costs primarily are a function of the increased levels of activity associated with the increase in our customer base.

Stock-based compensation expense (included in operating and SG&A expenses)

We record stock-based compensation that is associated with LGI shares and the shares of certain of our subsidiaries. A summary of the aggregate stock-based compensation expense that is included in our SG&A and operating expenses is set forth below:

	Three months ended				Six months ended
	June 30,				June 30,
	2007		2006		2007		2006
	amounts in millions
LGI common stock (a)	$	33.4	$	17.1	$	74.8	$	30.1
Other (b)		6.6		2.2		8.7		5.2
Total	$	40.0	$	19.3	$	83.5	$	35.3
Operating expense	$	2.5	$	1.1	$	4.8	$	2.1
SG&A expense		37.5		18.2		78.7		33.2
Total	$	40.0	$	19.3	$	83.5	$	35.3

(a)

Our stock-based compensation expense for the three and six months ended June 30, 2007 includes $21.1 million and $50.0 million, respectively, related to our Senior Executive and Management Performance Plans. Our stock-based compensation expense for the 2006 periods does not include any amounts related to our Senior Executive and Management Performance Plans as no awards were granted during 2006 and the requisite service period did not begin until January 1, 2007.

(b)

Includes stock-based compensation expense related to certain equity incentive plans of our subsidiaries.

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For additional information concerning our stock-based compensation, see note 9 to our condensed consolidated financial statements.

Depreciation and amortization

Our total consolidated depreciation and amortization expense increased $155.6 million and $323.8 million during the three and six months ended June 30, 2007, respectively, as compared to the corresponding prior year periods. These increases include $106.2 million and $210.1 million, respectively, attributable to the impact of acquisitions. Excluding the effect of acquisitions and foreign exchange rate fluctuations, depreciation and amortization expense increased $31.1 million or 6.8% and $67.6 million or 7.7%, respectively. These increases are due primarily to increases associated with capital expenditures related to the installation of customer premise equipment, the expansion and upgrade of our networks and other capital initiatives.

Interest expense

Our total consolidated interest expense increased $70.2 million and $159.1 million during the three and six months ended June 30, 2007, respectively, as compared to the corresponding prior year periods. Excluding the effects of foreign exchange rate fluctuations, interest expense increased $57.0 million or 36.2% and $132.1 million or 43.8%, respectively, during the 2007 periods. These increases are primarily attributable to $4.3 billion or 41.9% and $3.5 billion or 35.2% increases, respectively, in our average outstanding indebtedness. The increase in debt is primarily attributable to debt incurred or assumed in connection with recapitalizations and acquisitions. Our weighted average interest rates increased during the 2007 periods compared to the respective 2006 periods, as increases in certain interest rates were only partially offset by decreases associated with the refinancing of the LG Switzerland PIK Loan Facility and the UPC Broadband Holding Bank Facility.

Interest and dividend income

Our total consolidated interest and dividend income increased $3.8 million and $12.5 million during the three and six months ended June 30, 2007, respectively, as compared to the corresponding prior year periods. These increases represent the net result of an increase in our average consolidated cash and cash equivalent balances and, to a lesser extent, the average interest rates earned on such balances. Our interest and dividend income for the six months ended June 30, 2007 includes $15.4 million of dividends earned on our investment in ABC Family preferred stock. As further described in note 13 to our condensed consolidated financial statements, the ABC Family preferred stock was redeemed on August 2, 2007.

Share of results of affiliates, net

The following table reflects our share of results of affiliates, net:

	Three months ended						Six months ended
	June 30,						June 30,
	2007			2006			2007			2006
	amounts in millions
Jupiter TV	$	7.4		$	9.1		$	17.9		$	17.1
Telenet (a)		—			(9.6	)		—			(15.0	)
Mediatti Communications, Inc.		(0.5	)		(1.1	)		(0.5	)		(2.5	)
Other		2.6			0.6			5.7			0.8
Total	$	9.5		$	(1.0	)	$	23.1		$	0.4

(a) Effective January 1, 2007, we began accounting for Telenet as a consolidated subsidiary.

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Realized and unrealized gains (losses) on financial and derivative instruments, net

The details of our realized and unrealized gains (losses) on financials and derivative instruments, net, are as follows for the indicated interim periods:

	Three months ended						Six months ended
	June 30,						June 30,
	2007			2006			2007			2006
	amounts in millions
Cross-currency and interest rate exchange contracts (a)	$	79.7		$	(68.5	)	$	41.8		$	(14.2	)
UGC Convertible Notes (b)		(148.2	)		2.8			(209.4	)		36.1
Foreign exchange contracts		(14.9	)		(6.3	)		(1.8	)		5.8
Call and put contracts (c)		9.6			(19.8	)		20.8			(5.2	)
Other		(0.5	)		(0.9	)		2.8			(1.4	)
Total	$	(74.3	)	$	(92.7	)	$	(145.8	)	$	21.1

(a)	The gains on the cross-currency and interest rate exchange contracts for the 2007 periods are attributable to the net effect of (i) gains associated with increases in market interest rates in euro, Swiss franc, U.S. dollar, Japanese yen, Chilean peso and Australian dollar markets, (ii) gains associated with a decrease in the value of the Swiss franc and the Czech kroner relative to the euro, (iii) losses associated with a decrease in the value of the U.S. dollar relative to the euro, (iv) losses associated with an increase in the value of the Hungarian forint, Polish zloty and Slovak kroner relative to the euro and (v) losses associated with an increase in the value of the Chilean peso relative to the U.S. dollar. The losses on the cross-currency and interest rate exchange contracts for the 2006 periods includes a CLP 12.3 billion ($23.3 million at the average exchange rate for the period) unrealized loss during the second quarter of 2006 related to certain cross-currency and interest rate exchange contracts entered into by VTR in anticipation of the refinancing of its then existing credit facility. Most of this unrealized loss is associated with the market spreads contained in these contracts due to the large notional amount of these contracts relative to the standard size of similar transactions in Chile. The remaining losses during the 2006 periods are attributable to the net effect of (i) gains associated with increases in market interest rates, (ii) losses associated with a decrease in the value of the euro relative to the Swiss franc and (iii) losses associated with a decrease in the value of the U.S. dollar relative to the euro.
(b)	Represents the change in the fair value of the UGC Convertible Notes that is not attributable to the remeasurement of the UGC Convertible Notes into U.S. dollars. Gains and losses arising from the remeasurement of the UGC Convertible Notes into U.S. dollars are reported as foreign currency transaction gains (losses), net, in our condensed consolidated statements of operations. See below. The fair value of the UGC Convertible Notes is impacted by changes in (i) the exchange rate for the U.S. dollar and the euro, (ii) the market price of LGI common stock, (iii) market interest rates and (iv) the credit rating of UGC.
(c)	Includes gains and losses associated with the Sumitomo Collar during the 2007 periods and gains and losses associated with (i) the call options we held with respect to Telenet ordinary shares and (ii) the forward sale of News Corp. Class A common stock during the 2007 and 2006 periods. See notes 4 and 5 to our condensed consolidated financial statements.

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Foreign currency transaction gains, net

The details of our foreign currency transaction gains (losses), net, are as follows for the indicated interim periods:

	Three months ended						Six months ended
	June 30,						June 30,
	2007			2006			2007			2006
	amounts in millions
U.S. dollar debt issued by our European subsidiaries	$	25.0		$	92.0		$	52.7		$	138.5
U.S. dollar debt issued by a Latin American subsidiary		11.3			—			6.2			—
Remeasurement of euro denominated UGC Convertible Notes		(10.4	)		(28.3	)		(20.8	)		(42.6	)
Cash denominated in a currency other than the entities’ functional currency		(10.7	)		—			(7.2	)		5.7
Intercompany notes denominated in a currency other than the entities’ functional currency		6.2			(14.2	)		0.9			(7.3	)
Swiss franc debt issued by European subsidiary		15.4			(10.3	)		21.5			(8.9	)
Other		1.8			4.4			(0.8	)		(3.2	)
	$	38.6		$	43.6		$	52.5		$	82.2

Losses on extinguishment of debt, net

We recognized losses on extinguishment of debt, net, of $23.3 million during the three months ended June 30, 2007. These losses include (i) a CLP 10.3 billion ($19.6 million at the average rate for the period) loss resulting from the write-off of deferred financing costs in connection with the May 2007 refinancing of VTR’s bank facility, (ii) a €6.2 million ($8.4 million at the average rate for the period) loss resulting from the write-off of deferred financing costs in connection with the second quarter 2007 refinancing of the UPC Broadband Holding Bank Facility and (iii) a CHF 6.3 million ($5.2 million at the average rate for the period) gain on the April 2007 redemption of the Cablecom Luxembourg Old Fixed Rate Notes. We recognized losses on extinguishment of debt, net, of $26.7 million and $35.6 million during the three and six months ended June 30, 2006, respectively. The losses for the six months ended June 30, 2006 include (i) a $21.1 million write-off of deferred financing costs and creditor fees in connection with the May 2006 refinancing of the UPC Broadband Holding Bank Facility, (ii) a $5.6 million loss recognized by J:COM during the second quarter of 2006, and (iii) a $7.6 million loss associated with the first quarter 2006 redemption of Cablecom Luxembourg’s floating rate Senior Notes. The gain on the April 2007 redemption of the Cablecom Luxembourg Old Fixed Rate Notes and the loss on the first quarter 2006 redemption of the Cablecom Luxembourg Floating Rate Senior Notes each represent the difference between the redemption and carrying amounts at the respective dates of redemption. See note 7 to our condensed consolidated financial statements.

Gains on disposition of assets, net

We recognized gains on disposition of assets, net, of $0.3 million during the six months ended June 30, 2007 and $2.3 million and $47.6 million during the three and six months ended June 30, 2006, respectively. The gain during the 2006 six-month period includes a $45.3 million gain on the February 2006 sale of our cost investment in a DTH satellite provider that operates in Mexico.

Income tax benefit (expense)

We recognized an income tax benefit of $60.9 million and an income tax expense of $28.6 million during the three months ended June 30, 2007 and June 30, 2006, respectively.

The income tax benefit for the three months ended June 30, 2007 differs from the expected income tax benefit of $15.0 million (based on the U.S. federal 35% income tax rate) due primarily to the tax benefits recognized in connection with net decreases in valuation allowances previously established against deferred tax assets in certain

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tax jurisdictions, including a tax benefit of €64.0 million ($86.3 million at the average rate for the period) that we recognized during the second quarter of 2007 in connection with the release of valuation allowances by Telenet. The full amount of this tax benefit, which represents the portion of Telenet’s tax benefit that we did not allocate to goodwill, was allocated to the minority interest owners of Telenet. The positive impacts of the aforementioned tax benefits were partially offset by (i) the increase of valuation allowances in other jurisdictions and (ii) the impact of certain permanent differences between the financial and tax accounting treatment of interest, dividends and other items associated with intercompany loans, and investments in subsidiaries.

The income tax expense for the three months ended June 30, 2006 differs from the expected income tax benefit of $43.0 million (based on the U.S. federal 35% income tax rate) due primarily to (i) a net increase in valuation allowances established against deferred tax assets in certain tax jurisdictions that is partially offset by a decrease in the valuation allowances in other jurisdictions in which we operate, (ii) the impact of certain permanent differences between the financial and tax accounting treatment of interest and other items associated with intercompany loans, investments in subsidiaries, and other items that resulted in nondeductible expenses or tax-exempt income in the tax jurisdiction, (iii) the impact of differences in the statutory and local tax rates in certain jurisdictions in which we operate and (iv) the realization of taxable foreign currency gains and losses in certain jurisdictions not recognized for financial reporting purposes.

We recognized an income tax benefit of $54.6 million and income tax expense of $98.9 million during the six months ended June 30, 2007 and June 30, 2006, respectively.

The income tax benefit for the six months ended June 30, 2007 differs from the expected income tax benefit of $40.8 million (based on the U.S. federal 35% income tax rate) due primarily to tax benefits recognized in connection with net decreases in valuation allowances previously established against deferred tax assets in certain tax jurisdictions, including the tax benefit recognized by Telenet, as described above. The positive impacts of these tax benefits were partially offset by (i) the increase of valuation allowances in other jurisdictions, (ii) the impact of certain permanent differences between the financial and tax accounting treatment of interest, dividends and other items associated with intercompany loans, and investments in subsidiaries, and (iii) the impact of differences in the statutory and local tax rates in certain jurisdictions in which we operate.

The income tax expense for the six months ended June 30, 2006 differs from the expected income tax expense of $10.3 million (based on the U.S. federal 35% income tax rate) due primarily to (i) the realization of taxable foreign currency gains and losses in certain jurisdictions, (ii) the impact of differences in the statutory and local tax rates in certain jurisdictions in which we operate and (iii) the impact of certain permanent differences between the financial and tax accounting treatment of interest and other items associated with intercompany loans, and investments in subsidiaries not recognized for financial reporting purposes.

Material Changes in Financial Condition

Sources and Uses of Cash

Although our consolidated operating subsidiaries have generated cash from operating activities and have borrowed funds under their respective bank facilities, the terms of the instruments governing the indebtedness of certain of our subsidiaries, including UPC Broadband Holding, J:COM, Telenet, VTR, Austar, Chellomedia and Liberty Puerto Rico, may restrict our ability to access the assets of these subsidiaries. As set forth in the table below, these subsidiaries accounted for a significant portion of our consolidated cash and cash equivalents at June 30, 2007. In addition, our ability to access the liquidity of these and other subsidiaries may be limited by tax considerations, the presence of minority interest owners and other factors.

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Cash and cash equivalents

The details of the U.S. dollar equivalent balances of our consolidated cash and cash equivalents at June 30, 2007 are set forth in the following table (amounts in millions):

Cash and cash equivalents held by:
LGI	$	13.9
Non-operating subsidiaries		1,897.7
UPC Broadband Division:
UPC Broadband Holding and its unrestricted subsidiaries		134.0
UPC Holding		1.0
J:COM		238.3
Chellomedia		99.0
VTR		55.8
Telenet		34.6
Austar		23.0
Liberty Puerto Rico		11.6
Other operating subsidiaries		5.7
Total cash and cash equivalents	$	2,514.6

LGI and its Non-operating Subsidiaries

The $13.9 million of cash and cash equivalents held by LGI, and subject to certain tax considerations, the $1,897.7 million of cash and cash equivalents held by LGI’s non-operating subsidiaries represented available liquidity at the corporate level at June 30, 2007. Our remaining cash and cash equivalents of $603.0 million at June 30, 2007 were held by our operating subsidiaries as set forth in the table above. As noted above, various factors may limit our ability to access the cash of our consolidated operating subsidiaries. As described in greater detail below, our current sources of corporate liquidity include (i) cash and cash equivalents held by LGI and, subject to certain tax considerations, LGI’s non-operating subsidiaries, (ii) our ability to monetize certain investments and (iii) interest and dividend income received on our cash and cash equivalents and investments. As noted underDiscussion and Analysis of our Consolidated Operating Results — Interest and dividend incomeabove, dividends on our investment in ABC Family preferred stock will no longer represent a source of corporate liquidity as a result of the August 2, 2007 redemption of this preferred stock.

From time to time, LGI and its non-operating subsidiaries may also receive distributions or loan repayments from LGI’s subsidiaries or affiliates and proceeds upon the disposition of investments and other assets or upon the exercise of stock options. In this regard, we have received significant cash from our subsidiaries in the form of loans and loan repayments during the first six months of 2007. The majority of this cash was used to purchase LGI common stock. In addition, in June 2007, LGI borrowed $215.0 million pursuant to the LGI Credit Facility and Liberty Programming Japan, one of LGI’s non-operating subsidiaries, borrowed ¥93.660 billion ($757.6 million at the transaction date) pursuant to the Sumitomo Collar Loan. LGI used the proceeds from these borrowings to repay intercompany loans owed to one of our European subsidiaries. For additional information, see notes 5 and 7 to our condensed consolidated financial statements. See also note 13 for information concerning Telenet’s pending refinancing and capital distribution transactions.

The ongoing cash needs of LGI and its non-operating subsidiaries include corporate general and administrative expenses and interest payments on the LGI Credit Facility, the UGC Convertible Notes and the Sumitomo Collar Loan. From time to time, LGI and its non-operating subsidiaries may also require funding in connection with acquisitions, the repurchase of LGI common stock, or other investment opportunities.

Pursuant to our March 8, 2006 stock repurchase program and our January 2007 and April 2007 self-tender offers, we repurchased during the six months ended June 30, 2007 a total of 12,967,608 shares of our LGI Series A common stock at a weighted average price of $33.03 per share and 7,090,773 shares of our LGI Series C common

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stock at a weighted average price of $30.62 per share, for an aggregate cash purchase price of $645.5 million, including direct acquisition costs.

At June 30, 2007, we were authorized under our March 8, 2006 stock repurchase plan to acquire an additional $75.3 million of LGI Series A common and LGI Series C common stock. On July 25, 2007, our board of directors increased to $150.0 million the remaining amount authorized under the March 8, 2006 stock repurchase plan.

On August 3, 2007, we announced that our board of directors had authorized modified Dutch auction cash self-tender offers to purchase up to 5,682,000 shares of our LGI Series A common stock and up to 5,682,000 shares of our LGI Series C common stock, at ranges of $40.00 to $44.00 per Series A share and $40.00 to $44.00 per Series C share. If the maximum number of shares of each series is purchased, the total cost will be between $454.6 million and $500.0 million. Each of the self tender offers is expected to commence on or about August 10, 2007 and will remain open for a minimum of 20 business days. Shares purchased pursuant to the foregoing tender offers will not be applied against our March 8, 2006 stock repurchase program.

Operating Subsidiaries

The cash and cash equivalents of our significant subsidiaries are detailed in the table above. In addition to cash and cash equivalents, the primary sources of liquidity of our operating subsidiaries are cash provided by operations and, in the case of UPC Broadband Holding, VTR, Telenet, J:COM, Austar, Chellomedia and Liberty Puerto Rico, borrowing availability under their respective debt instruments. For the details of the borrowing availability of such entities at June 30, 2007, see note 7 to our condensed consolidated financial statements. Our operating subsidiaries’ liquidity generally is used to fund capital expenditures and debt service requirements. From time to time, our operating subsidiaries may also require funding in connection with acquisitions or other investment opportunities. For a discussion of our consolidated capital expenditures and cash provided by operating activities, see the discussion underCondensed Consolidated Cash Flow Statementsbelow.

We began consolidating Telenet effective January 1, 2007. As a result, we experienced a significant increase in our consolidated debt and capital lease obligations as a result of the inclusion of Telenet’s debt and capital lease obligations in our condensed consolidated balance sheet. At June 30, 2007, Telenet’s total outstanding indebtedness, including capital lease obligations, was €1,313.0 million ($1,777.4 million). For information concerning Telenet’s debt instruments, see notes 7 and 13 to our condensed consolidated financial statements.

As further described in note 4 to our condensed consolidated financial statements, we have acquired significant additional interests in Telenet during 2007.

Capitalization

We seek to maintain our debt at levels that provide for attractive equity returns without assuming undue risk. In this regard, we strive to cause our operating subsidiaries to maintain their debt at levels that result in a consolidated debt balance that is between four and five times our consolidated operating cash flow. The ratio of our June 30, 2007 consolidated debt to our annualized consolidated operating cash flow was 4.6 for the quarter ended June 30, 2007 and the ratio of our June 30, 2007 consolidated net debt (debt less cash and cash equivalents and restricted cash balances related to our debt instruments) to our annualized consolidated operating cash flow was 3.7 for the quarter ended June 30, 2007.

When it is cost effective, we generally seek to match the denomination of the borrowings of our subsidiaries with the functional currency of the operations that are supporting the respective subsidiaries’ borrowings. As further discussed underQuantitative and Qualitative Disclosures about Market Riskbelow and in note 5 to our condensed consolidated financial statements, we may also use derivative instruments to mitigate currency and interest rate risk associated with our debt instruments. Our ability to service or refinance our debt is dependent primarily on our ability to maintain or increase our cash provided by operations and to achieve adequate returns on our capital expenditures and acquisitions.

At June 30, 2007, our outstanding consolidated debt and capital lease obligations aggregated $15.8 billion, including $767.7 million that is classified as current in our consolidated balance sheet. The current portion of our debt and capital lease obligations includes the $345.0 million outstanding principle of our secured borrowing on

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ABC Family preferred stock. On August 2, 2007, the ABC Family preferred stock was redeemed and we used the resulting proceeds to repay in full the related secured borrowings. We believe that we have sufficient resources to repay or refinance the current portion of our debt and capital lease obligations during the next 12 months.

At June 30, 2007, all but $215.0 million of our consolidated debt and capital lease obligations had been borrowed or incurred by our subsidiaries. For information concerning our debt balances and significant developments with respect to our and our subsidiaries’ debt instruments during 2007, see notes 7 and 13 to our condensed consolidated financial statements.

Condensed Consolidated Cash Flow Statements

Our cash flows are subject to significant variations based on foreign currency exchange rates. See related discussion underQuantitative and Qualitative Disclosures about Market Riskbelow. See also ourDiscussion and Analysis of Reportable Segmentsabove.

During the six months ended June 30, 2007, we used net cash provided by our operating activities of $1,064.3 million and net cash provided by our financing activities of $587.8 million to fund net cash used by our investing activities of $1,047.8 million and a $604.3 million increase in our cash and cash equivalent balances (excluding a $29.8 million increase due to changes in foreign exchange rates).

Operating Activities

Including the effects of changes in foreign currency exchange rates, net cash flows from operating activities during the six months ended June 30, 2007 increased $196.1 million from $868.2 million during the 2006 period to $1,064.3 million during the 2007 period. This increase is primarily attributable to an increase in revenue during the 2007 period that was only partially offset by (i) increases in cash used by our operating and SG&A expenses, (ii) an increase in cash paid for interest and (iii) an increase in cash used as a result of changes in our working capital accounts.

Investing Activities

Net cash used by investing activities during the six months ended June 30, 2007 was $1,047.8 million, compared to net cash provided by investing activities of $136.3 million during the same period in 2006. This change, which includes the effects of changes in foreign currency exchange rates, is primarily attributable to (i) the 2006 receipt of $972.5 million of proceeds upon the disposition of discontinued operations, net of disposal costs, and (ii) a $254.7 million increase in capital expenditures during the 2007 period as compared to the 2006 period.

The UPC Broadband Division accounted for $514.1 million and $357.3 million of our consolidated capital expenditures during the six months ended June 30, 2007 and 2006, respectively. The increase in the capital expenditures of the UPC Broadband Division is due primarily to (i) increased costs for the purchase and installation of customer premise equipment, (ii) increased expenditures for new build and upgrade projects to expand services and improve our competitive position, and to meet increased traffic and certain franchise commitments, and (iii) increases due to the effects of acquisitions and (iv) other factors such as information technology upgrades and expenditures for general support systems.

J:COM accounted for $169.5 million and $200.0 million of our consolidated capital expenditures during the six months ended June 30, 2007 and 2006, respectively. J:COM uses capital lease arrangements to finance a significant portion of its capital expenditures. From a financial reporting perspective, capital expenditures that are financed by capital lease arrangements are treated as non-cash activities and accordingly are not included in the capital expenditure amounts presented in our condensed consolidated statements of cash flows. Including $73.5 million and $53.7 million of expenditures that were financed under capital lease arrangements, J:COM’s capital expenditures aggregated $243.0 million and $253.7 million during the six months ended June 30, 2007 and 2006, respectively. The decrease in J:COM’s capital expenditures (including amounts financed under capital lease arrangements) is due primarily to reduced expenditures for new build and upgrade projects to expand services, partially offset by increased costs related to (i) the effects of acquisitions and (ii) the purchase and installation of customer premise equipment.

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Our Telenet segment accounted for $125.1 million and $2.6 million of our consolidated capital expenditures during the six months ended June 30, 2007 and 2006, respectively. This increase is primarily attributable to our consolidation of Telenet effective January 1, 2007. Telenet uses capital lease arrangements to finance a portion of its capital expenditures. Including $16.0 million of expenditures that were financed under capital lease arrangements, Telenet’s capital expenditures aggregated $141.1 million during the six months ended June 30, 2007. Telenet’s capital expenditures during the 2007 period relate primarily to (i) the purchase and installation of customer premise equipment, (ii) expenditures for new build and upgrade projects to expand services and (iii) other factors such as expenditures for buildings and general support systems.

Telenet’s management currently expects that Telenet’s aggregate full year 2007 capital expenditures will fall within a range of 23% to 25% of Telenet’s 2007 revenue. The actual amount of the 2007 capital expenditures of Telenet may vary from the expected amounts for a variety of reasons, including changes in (i) the competitive or regulatory environment, (ii) business plans, (iii) current or expected future operating results and (iv) the availability of capital. Accordingly, no assurance can be given that Telenet’s actual capital expenditures will not vary from the amounts currently expected.

VTR accounted for $80.7 million and $65.9 million of our consolidated capital expenditures during the six months ended June 30, 2007 and 2006, respectively. The increase in the capital expenditures of VTR is due primarily to (i) increased expenditures for new build and upgrade projects to expand services and improve our competitive position, and to meet increased traffic and certain regulatory commitments, (ii) increased costs for the purchase and installation of customer premise equipment, and (iii) other factors such as information technology upgrades and expenditures for general support systems.

The timing of cash payments during the six months ended June 30, 2007, as compared to the corresponding prior year period, also contributed to the increases in the capital expenditures of the UPC Broadband Division, J:COM and VTR.

Financing Activities

Net cash provided by financing activities during the six months ended June 30, 2007 was $587.8 million, compared to net cash used by financing activities of $636.0 million during the same period in 2006. This change, which includes the effects of changes in foreign currency exchange rates, is primarily attributable to (i) a $1,073.1 million increase in cash received from net borrowings of debt and (ii) a $110.2 million decrease in cash paid to repurchase common stock.

Off Balance Sheet Arrangements

For a description of our outstanding guarantees and other off balance sheet arrangements at June 30, 2007, see note 11 to our condensed consolidated financial statements.

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PART II — OTHER INFORMATION

Item 6.  EXHIBITS.

Listed below are the exhibits filed as part of this Quarterly Report (according to the number assigned to them in Item 601 ofRegulation S-K):

3		Articles of Incorporation; Bylaws:
3	.1	Restated Certificate of Incorporation of the Registrant, dated June 15, 2005 (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report onForm 8-K, filed June 15, 2005 (FileNo. 000-51360) (the Merger8-K))
3	.2	Bylaws of the Registrant (incorporated by reference to Exhibit 3.2 to the Merger8-K)
4		Instruments Defining the Rights of Security Holders:
4	.1	Additional Facility Accession Agreement, dated April 12, 2007, among UPC Broadband Holding B.V. and UPC Financing Partnership, as Borrowers, Toronto Dominion (Texas) LLC as Facility Agent and TD Bank Europe Limited as Security Agent, and the banks and financial institutions listed therein as Additional Facility M Lenders, under the senior secured credit agreement, originally dated 16 January, 2004, as amended and restated from time to time, among the Borrowers, Toronto Dominion (Texas) LLC, as facility agent, and the other banks and financial institutions named therein (the Facility Agreement) (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report onForm 8-K, filed April 17, 2007 (FileNo. 000-51360) (the Facility M8-K)).
4	.2	Additional Facility Accession Agreement, dated April 13, 2007, among UPC Broadband Holding B.V. and UPC Financing Partnership, as Borrowers, Toronto Dominion (Texas) LLC as Facility Agent and TD Bank Europe Limited as Security Agent, and the banks and financial institutions listed therein as Additional Facility M Lenders, under the Facility Agreement (incorporated by reference to Exhibit 4.2 to the Facility M8-K).
4	.3	Amendment, dated April 16, 2007, among UPC Broadband Holding B.V. and UPC Financing Partnership, as Borrowers, the guarantors listed therein, and Toronto Dominion (Texas) LLC, as Facility Agent, to the Facility Agreement (incorporated by reference to Exhibit 4.3 to the Facility M8-K).
4	.4	€250,000,000 Delayed Draw Additional Facility M Accession Agreement, dated May 4, 2007, among UPC Broad band Holding, as Borrower, Toronto Dominion (Texas) LLC, as Facility Agent, TD Bank Europe Limited, as Security Agent, and the Additional Facility M Lenders listed therein, under the Facility Agreement (incorporated by reference to Exhibit 4.4 to the Registrant’s Quarterly Report onForm 10-Q filed May 10, 2007 (File No. 000-51360) (the May 10, 200710-Q)).
4	.5	Additional Facility Accession Agreement, dated May 11, 2007 among UPC Broadband Holding BV and UPC Financing Partnership, as Borrowers, Toronto Dominion (Texas) LLC as Facility Agent and TD Bank Europe as Security Agent, and the Additional Facility N Lenders listed herein under the Facility Agreement (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report onForm 8-K /A filed May 15, 2007 (FileNo. 000-51360)).
4	.6	Additional Facility Accession Agreement, dated May 18, 2007, among UPC Broadband Holding BV and UPC Financing Partnership, as Borrowers, Toronto Dominion (Texas) LLC as Facility Agent and TD Bank Europe Limited as Security Agent, and the Additional Facility M Lenders listed therein, under the Facility Agreement (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report onForm 8-K filed May 22, 2007 (FileNo. 000-51360) (the Facilities M&N8-K)).
4	.7	Additional Facility Accession Agreement, dated May 18, 2007, among UPC Broadband Holding BV and UPC Financing Partnership, as Borrowers, Toronto Dominion (Texas) LLC as Facility Agent and TD Bank Europe Limited as Security Agent, and the Additional Facility N Lenders listed therein under the Facility Agreement (incorporated by reference to Exhibit 4.2 to the Facilities M&N8-K).
10	.1	Form of Restricted Share Units Agreement under the Liberty Global, Inc. 2005 Incentive Plan (As Amended and Restated Effective October 31, 2006) (the Incentive Plan) (incorporated by reference to Exhibit 10.1 to the May 10, 200710-Q).
10	.2	Liberty Global, Inc. Senior Executive Performance Plan (As Amended and Restated Effective May 2, 2007) (the SEP Incentive Plan) (incorporated by reference to Exhibit 10.2 to the May 10, 200710-Q).

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10	.3	Form of Participation Certificate under the SEP Incentive Plan (incorporated by reference to Exhibit 10.3 to the May 10, 200710-Q).
10	.4	Form of Restricted Share Units Agreement under the Liberty Global, Inc. 2005 Nonemployee Director Incentive Plan (As Amended and Restated Effective November 1, 2006) (incorporated by reference to Exhibit 10.4 to the May 10, 200710-Q).
10	.5	Form of Non-Qualified Stock Option Agreement under the Incentive Plan (incorporated by reference to Exhibit 10.5 to the May 10, 200710-Q).
10	.6	Form of Stock Appreciation Rights Agreement under the Incentive Plan (incorporated by reference to Exhibit 10.6 to the May 10, 200710-Q).
10	.7	First Amendment dated as of May 22, 2007 to the Amended and Restated Operating Agreement dated November 26, 2004 among Liberty Japan, Inc., Liberty Japan II, Inc., Liberty Global Japan LLC, f/k/a LMI Holdings Japan, LLC, Liberty Kanto, Inc., Liberty Jupiter Inc, and Sumitomo Corporation and, solely with respect to certain provisions thereof, Liberty Media International, Inc. (incorporated by reference to the Registrant’s Current Report onForm 8-K filed June 26, 2007 (FileNo. 000-51360)).
10	.8	Employment Agreement, effective July 2, 2007, between Registrant and Mauricio Ramos.*
10	.9	Employment Contract, effective July 2, 2007, between VTR GlobalCom S.A. and Mauricio Ramos (free translation of the Spanish original).*
31		Rule 13a-14(a)/15d-14(a) Certification:
31	.1	Certification of President and Chief Executive Officer**
31	.2	Certification of Senior Vice President and Co-Chief Financial Officer (Principal Financial Officer)**
31	.3	Certification of Senior Vice President and Co-Chief Financial Officer (Principal Accounting Officer)**
32		Section 1350 Certification**

*	Filed with the Registrant’sForm 10-Q filed August 9, 2007
**	Filed herewith

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Liberty Global, Inc.

Dated: August 9, 2007	/s/  Michael T. Fries      Michael T. Fries      President and Chief Executive Officer
Dated: August 9, 2007	/s/  Charles H.R. Bracken      Charles H.R.. Bracken      Senior Vice President and Co-Chief      Financial Officer (Principal Financial Officer)
Dated: August 9, 2007	/s/  Bernard G. Dvorak      Bernard G. Dvorak      Senior Vice President and Co-Chief      Financial Officer (Principal Accounting Officer)

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EXHIBIT INDEX

3		Articles of Incorporation; Bylaws:
3	.1	Restated Certificate of Incorporation of the Registrant, dated June 15, 2005 (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report onForm 8-K, filed June 15, 2005 (FileNo. 000-51360) (the Merger8-K))
3	.2	Bylaws of the Registrant (incorporated by reference to Exhibit 3.2 to the Merger8-K)
4		Instruments Defining the Rights of Security Holders:
4	.1	Additional Facility Accession Agreement, dated April 12, 2007, among UPC Broadband Holding B.V. and UPC Financing Partnership, as Borrowers, Toronto Dominion (Texas) LLC as Facility Agent and TD Bank Europe Limited as Security Agent, and the banks and financial institutions listed therein as Additional Facility M Lenders, under the senior secured credit agreement, originally dated 16 January, 2004, as amended and restated from time to time, among the Borrowers, Toronto Dominion (Texas) LLC, as facility agent, and the other banks and financial institutions named therein (the Facility Agreement) (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report onForm 8-K, filed April 17, 2007 (FileNo. 000-51360) (the Facility M8-K)).
4	.2	Additional Facility Accession Agreement, dated April 13, 2007, among UPC Broadband Holding B.V. and UPC Financing Partnership, as Borrowers, Toronto Dominion (Texas) LLC as Facility Agent and TD Bank Europe Limited as Security Agent, and the banks and financial institutions listed therein as Additional Facility M Lenders, under the Facility Agreement (incorporated by reference to Exhibit 4.2 to the Facility M8-K).
4	.3	Amendment, dated April 16, 2007, among UPC Broadband Holding B.V. and UPC Financing Partnership, as Borrowers, the guarantors listed therein, and Toronto Dominion (Texas) LLC, as Facility Agent, to the Facility Agreement (incorporated by reference to Exhibit 4.3 to the Facility M8-K).
4	.4	€250,000,000 Delayed Draw Additional Facility M Accession Agreement, dated May 4, 2007, among UPC Broad band Holding, as Borrower, Toronto Dominion (Texas) LLC, as Facility Agent, TD Bank Europe Limited, as Security Agent, and the Additional Facility M Lenders listed therein, under the Facility Agreement (incorporated by reference to Exhibit 4.4 to the Registrant’s Quarterly Report onForm 10-Q filed May 10, 2007 (File No. 000-51360) (the May 10, 200710-Q)).
4	.5	Additional Facility Accession Agreement, dated May 11, 2007 among UPC Broadband Holding BV and UPC Financing Partnership, as Borrowers, Toronto Dominion (Texas) LLC as Facility Agent and TD Bank Europe as Security Agent, and the Additional Facility N Lenders listed herein under the Facility Agreement (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report onForm 8-K /A filed May 15, 2007 (FileNo. 000-51360)).
4	.6	Additional Facility Accession Agreement, dated May 18, 2007, among UPC Broadband Holding BV and UPC Financing Partnership, as Borrowers, Toronto Dominion (Texas) LLC as Facility Agent and TD Bank Europe Limited as Security Agent, and the Additional Facility M Lenders listed therein, under the Facility Agreement (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report onForm 8-K filed May 22, 2007 (FileNo. 000-51360)(the Facilities M&N8-K)).
4	.7	Additional Facility Accession Agreement, dated May 18, 2007, among UPC Broadband Holding BV and UPC Financing Partnership, as Borrowers, Toronto Dominion (Texas) LLC as Facility Agent and TD Bank Europe Limited as Security Agent, and the Additional Facility N Lenders listed therein under the Facility Agreement (incorporated by reference to Exhibit 4.2 to the Facilities M&N8-K).
10	.1	Form of Restricted Share Units Agreement under the Liberty Global, Inc. 2005 Incentive Plan (As Amended and Restated Effective October 31, 2006) (the Incentive Plan) (incorporated by reference to Exhibit 10.1 to the May 10, 200710-Q).
10	.2	Liberty Global, Inc. Senior Executive Performance Plan (As Amended and Restated Effective May 2, 2007) (the SEP Incentive Plan) (incorporated by reference to Exhibit 10.2 to the May 10, 200710-Q).
10	.3	Form of Participation Certificate under the SEP Incentive Plan (incorporated by reference to Exhibit 10.3 to the May 10, 200710-Q).
10	.4	Form of Restricted Share Units Agreement under the Liberty Global, Inc. 2005 Nonemployee Director Incentive Plan (As Amended and Restated Effective November 1, 2006) (incorporated by reference to Exhibit 10.4 to the May 10, 200710-Q).
10	.5	Form of Non-Qualified Stock Option Agreement under the Incentive Plan (incorporated by reference to Exhibit 10.5 to the May 10, 200710-Q).

10	.6	Form of Stock Appreciation Rights Agreement under the Incentive Plan (incorporated by reference to Exhibit 10.6 to the May 10, 200710-Q).
10	.7	First Amendment dated as of May 22, 2007 to the Amended and Restated Operating Agreement dated November 26, 2004 among Liberty Japan, Inc., Liberty Japan II, Inc., Liberty Global Japan LLC, f/k/a LMI Holdings Japan, LLC, Liberty Kanto, Inc., Liberty Jupiter Inc, and Sumitomo Corporation and, solely with respect to certain provisions thereof, Liberty Media International, Inc. (incorporated by reference to the Registrant’s Current Report onForm 8-K filed June 26, 2007 (FileNo. 000-51360)).
10	.8	Employment Agreement, effective July 2, 2007, between Registrant and Mauricio Ramos.*
10	.9	Employment Contract, effective July 2, 2007, between VTR GlobalCom S.A. and Mauricio Ramos.* (free translation of the Spanish original)
31		Rule 13a-14(a)/15d-14(a) Certification:
31	.1	Certification of President and Chief Executive Officer**
31	.2	Certification of Senior Vice President and Co-Chief Financial Officer (Principal Financial Officer)**
31	.3	Certification of Senior Vice President and Co-Chief Financial Officer (Principal Accounting Officer)**
32		Section 1350 Certification**

*	Filed with the Registrant’s Form 10-Q filed August 9, 2007
**	Filed herewith