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Liberty Global Reports Second Quarter 2008 Results

August 5, 2008

Liberty Global, Inc. (“Liberty Global,”"LGI,” or the “Company”) (NASDAQ:LBTYA) (NASDAQ:LBTYB) (NASDAQ:LBTYK), today announces financial and operating results for the second quarter (“Q2″) ended June 30, 2008. Highlights for the quarter compared to the results for the same period last year (unless noted), include:

— Revenue increased 25% to $2.73 billion

— Operating Cash Flow (“OCF”)(1) increased 34% to $1.15 billion

— OCF margin(2) expanded to 42.3% in Q2, a 280 basis point improvement

— Organic telephony and broadband internet adds totaled 320,000, in-line with Q2 ’07

— Total organic RGU(3) additions of 249,000 in Q2

— Net earnings of $428 million as compared to a loss in Q2 ’07

— Free Cash Flow (“FCF”)(4) improved to $318 million from $42 million in Q2 ’07

— Repurchased $1.6 billion of equity YTD, resulting in a 12% decrease in shares outstanding this year, and a reduction of approximately 35% over the last three years

President and CEO Mike Fries said, “Our results reflect a number of positive trends but also the continuation of certain operational challenges, particularly in some of our European markets. For the first six months of 2008, we achieved rebased(5) revenue and OCF growth rates of 6% and 14%, respectively. Our OCF growth for the period was consistent with our expectation, however, our revenue growth was below forecast. We are actively working on certain competitive challenges, particularly in Austria, Hungary and Romania. Excluding those markets, our year-to-date rebased revenue and OCF growth would have improved to over 7% and 16%, respectively. Recent operational initiatives are expected to show positive effects over the coming quarters. On the back of UPC Broadband’s (“UPC”) increased digital cable revenue and consistent levels of voice and data additions, we are seeing signs of revenue stabilization at UPC. Despite these positive developments, we believe it is prudent to lower our 2008 financial targets by 1%, resulting in guidance for full year rebased revenue growth of 6-8% and rebased OCF growth of 13-15%.”

“During the second quarter, we repurchased approximately $845 million of our equity, bringing our 2008 total to $1.6 billion. Over the last three years, we have returned over $5.2 billion to our shareholders through buybacks and, as a result, our shares outstanding have been reduced by approximately 35%. Supporting our conviction to repurchase our equity is our growth in operating cash flow and also free cash flow, the latter of which was $445 million through the six months ended June 30, up nearly 350% over the comparable 2007 period. Our continued prospects for OCF and FCF growth provide us with the confidence to pursue our leveraged equity strategy. As a result, our Board of Directors recently authorized a new $500 million share repurchase program. We remain committed to our equity and to the extent that the market continues to undervalue our company, we look forward to capitalizing on that opportunity for the benefit of shareholders.”

Subscriber Statistics

At June 30, 2008, we had 16.1 million customers subscribing to 24.7 million total services. Of our total RGU base, video accounts for 59% or 14.7 million RGUs, broadband internet accounts for 23% or 5.7 million RGUs, and telephony accounts for the remaining 17% or 4.3 million RGUs. We continue to experience strong growth in our advanced services(6), adding over 2.9 million RGUs in the last twelve months. As a result, advanced services now represent 15.2 million or 62% of our total subscription base at June 30, 2008. Similarly, we have increased our bundled customers in the last year by 17% to 5.8 million or 36% of our customer base. This reflects an increase in our bundled customers of over 800,000 since June 30, 2007.

For the quarter ended June 30, 2008, we added 249,000 RGUs on an organic basis, representing a 7% decrease from our 266,000 organic subscriber gain in the quarter ended June 30, 2007. Specifically, our 249,000 organic additions in the second quarter reflect combined subscriber additions from telephony and broadband internet of 320,000 and video subscriber losses of 71,000.

In terms of our second quarter organic telephony additions, we experienced a gain of 166,000, a 3% increase over the quarter ended June 30, 2007. Our Western European operations experienced an organic gain of 20,000 telephony subscribers over last year’s second quarter, led largely by contributions from Austria and Switzerland. With respect to broadband internet, we added 154,000 organic subscribers, which conversely were down 3% or 5,000 from last year’s second quarter, due in large part to lower additions from VTR. In the quarter, our broadband additions were positively impacted by J:COM’s further roll-out of DOCSIS 3.0, which helped fuel a record gain for J:COM of 38,000 organic internet additions. J:COM finished the quarter with over 55,000 subscribers taking its 160 Mbps product.

At June 30, 2008, our 14.7 million video subscriber base consisted of 9.5 million analog cable and MMDS(7) and 5.2 million digital cable and DTH subscribers. Our organic loss of 71,000 video subscribers in the quarter resulted from an organic loss of 119,000 video subscribers at our European operations (UPC and Telenet) offset by organic video additions of 48,000 at our Japanese, Chilean and Australian operations. Similar to our first quarter, we continue to experience heightened competition for analog subscribers in many of our European markets. Over 75% of our European video loss was attributable to the Netherlands, Romania, Ireland and the Czech Republic, although both the Netherlands and the Czech Republic did demonstrate modest improvements sequentially from the first quarter of 2008, partially as a result of strong digital cable additions and churn reduction initiatives.

The video highlight of the second quarter was our digital cable business, which experienced record quarterly organic additions of 336,000 RGUs, which represents 74% growth over the quarter ended June 30, 2007, and a 24% sequential increase over the quarter ended March 31, 2008. Contributing to our totals in the second quarter were our newest digital markets, Hungary and Poland, which added a combined 59,000 digital cable subscribers. Additionally, several other markets experienced improvements on both a year-over-year and a sequential basis, including the Netherlands, Austria, and VTR. With a digital product now offered in all markets, we are focused on driving consolidated digital penetration(8) beyond its current level of 30% and are well-positioned to upsell ARPU(9) enhancing products, such as the digital video recorder, high definition and video-on-demand, across our digital customer base.

Revenue

For the three and six months ended June 30, 2008, revenue increased by 25% to reach $2.73 billion and $5.34 billion, as compared to $2.18 billion and $4.29 billion, respectively. Our reported revenue has been favorably impacted by the weakening U.S. dollar relative to most of our international currencies and reflects our diversified base of operating assets. Excluding the impact of foreign exchange movements on our revenue, our growth for both the three and six months ended June 30, 2008 was 8%, as compared to the prior year periods.

In terms of rebased growth, revenue increased 6% for both the three and six months ended June 30, 2008. This organic growth is directly related to higher subscriber volumes, particularly those related to advanced services. In terms of second quarter performance, we achieved rebased growth in our key segments of 13% for VTR, 7% for J:COM, 6% for Telenet, and 4% for UPC. VTR’s growth rate represents a 290 basis point improvement over its corresponding rebased revenue growth rate in the first quarter of 2008. UPC’s rebased revenue growth rate stabilized in the second quarter as compared to the first quarter of 2008, aided in part by increased contribution from digital cable revenue. However, UPC’s revenue growth rate continues to be impacted by internet and telephony ARPU compression in most markets, as well as analog video churn.

Average revenue per customer relationship continues to meaningfully expand as we drive our bundled penetrations higher. For the three months ended June 30, 2008, our aggregate ARPU per customer increased 23% to $47.34, as compared to the same period last year. This growth was directly related to a combination of the weakening U.S. dollar against our local currencies on a year-over-year basis and segment level improvement. On a local currency basis, our key reporting segments, UPC, Telenet, VTR and J:COM, all experienced ARPU per customer increases in the second quarter, as compared to the prior year quarter, with UPC, Telenet and VTR achieving ARPU per customer increases ranging between 8% and 10%. Overall, these results reflect the success of our bundling initiatives which have increased our bundled ratio by 6% to 1.53 at June 30, 2008 from 1.44 at June 30, 2007. Underlying this growth has been the continued emergence of the triple play bundle, as we finished the second quarter with 2.8 million triple play customers, an increase of 31% since June 30, 2007.

Operating Cash Flow

Operating cash flow increased to $1.15 billion and $2.26 billion for the three and six months ended June 30, 2008, respectively, a 34% increase during both periods, as compared to the corresponding periods of last year. Excluding the impact of foreign exchange movements, OCF yielded mid-teens growth of 15% and 16% for the three and six months ended June 30, 2008, as compared to the three and six months ended June 30, 2007. On an organic basis, our OCF results reflect rebased growth of 13% for the second quarter and 14% on a year-to-date basis, with all four key reporting segments (UPC, Telenet, J:COM and VTR) maintaining double-digit year-to-date rebased growth levels. In the second quarter, our rebased OCF growth was supported by our operations in Ireland, Poland, Chile, Slovakia, and Australia, all of which generated rebased growth rates above 20%.

OCF margin expansion remains a core focus and key measure of our operational progress. For the three and six months ended June 30, 2008, our OCF margin reached 42.3% and 42.2%, respectively. These OCF margins represent 280 and 290 basis point improvements over the comparable periods in 2007. With respect to year-to-date segment performance, UPC, Telenet, J:COM, and VTR all reported OCF margins in excess of 40%. Additionally, each of these segments generated OCF margin increases for the six months ended June 30, 2008 as compared to the prior year period, with particularly impressive year-over-year expansion reported by UPC and VTR with 390 and 330 basis point improvements, respectively.

Net Earnings

For the three and six months ended June 30, 2008, we realized net earnings of $428 million and $273 million, respectively, or $1.11 and $0.55 per diluted share. This compares favorably to our net loss of $130 million and $266 million or $0.34 and $0.69 per share for the three and six months ended June 30, 2007. The net earnings that we reported during the 2008 periods is primarily attributable to the fact that our operating income and our gains on derivative instruments and movements in foreign currency exchange rates more than offset increases in our interest and income tax expenses.

Capital Expenditures and Free Cash Flow

Capital expenditures for the three and six months ended June 30, 2008 were $562 million and $1,081 million, as compared to $447 million and $952 million for the three and six months ended June 30, 2007, respectively. Most of the increase in capital spending during the 2008 periods, as compared to the corresponding 2007 periods, was due to foreign currency exchange rate movements. As a percentage of revenue, capital expenditures were 21% and 20% for the three and six months ended June 30, 2008, as compared to 21% and 22% for the corresponding prior year periods, respectively. Of our capital expenditures for the six months ended June 30, 2008, approximately 58% related to customer premise equipment and scalable infrastructure, 23% related to line extensions and upgrade and rebuild activity, and the remaining 19% related primarily to support capital.

With respect to Free Cash Flow, we reported $318 million and $445 million of FCF for the three and six months ended June 30, 2008, respectively. These amounts represent improvements of $276 million and $346 million, as compared to our FCF of $42 million and $99 million for the three and six months ended June 30, 2007, respectively. The improvement in FCF over the first half of 2008 as compared to the prior year period in 2007 was a result of a $476 million increase in cash provided by operating activities partially offset by a $130 million increase in capital expenditures during the six month period in 2008.

Leverage and Liquidity

At June 30, 2008, total debt was $19.8 billion and cash and cash equivalents (including restricted cash related to our debt instruments) totaled $1.7 billion, resulting in net debt of $18.1 billion.(10) As compared to December 31, 2007, our net debt balance has increased by approximately $2.3 billion. This increase results primarily from the impact of our stock repurchase program, the translation impact of a depreciating dollar on our non-dollar denominated debt and incremental borrowings. Despite the increase in our debt since December 31, 2007, our underlying OCF growth has enabled us to report lower gross and net leverage ratios(11) of 4.3x and 3.9x, respectively, as compared to 4.8x and 4.1x at December 31, 2007, respectively. We continue to maintain a relatively low borrowing cost, as our weighted average interest rate(12) on our debt borrowings at June 30, 2008 was approximately 5.6%, as compared to 5.9% at December 31, 2007. In addition, our near-term maturities are negligible, as less than 2% of our total debt is due within the next twelve months.

In addition to our existing cash on hand, we maintain incremental liquidity through our revolving and/or redrawable credit facilities. At June 30, 2008, our aggregate unused borrowing capacity, as represented by the maximum undrawn commitment under each of our applicable facilities (including those at UPC Broadband Holding, Telenet, J:COM and Austar), without regard to covenant compliance calculations, was approximately $2.6 billion.(13) Of this amount, our redrawable term loans I and L under our UPC Broadband Holding credit facility account for approximately EUR 855 million ($1.3 billion), of which we expect to be able to borrow approximately EUR 732 million ($1.2 billion), upon completion of our second quarter bank reporting requirements. It should be noted that during the second quarter, we rolled our EUR 250 million UPC Holding facility into Facility M under the UPC Broadband Holding credit facility. As a result of the roll-in, we reduced our borrowing cost on this EUR 250 million to EURIBOR plus 2.0% and extended the maturity to 2014.

About Liberty Global

Liberty Global is the leading international cable operator offering advanced video, voice and broadband internet services to connect its customers to the world of entertainment, communications and information. As of June 30, 2008, Liberty Global operated state-of-the-art networks that served approximately 16 million customers across 15 countries principally located in Europe, Japan, Chile, and Australia. Liberty Global’s operations also include significant programming businesses such as Chellomedia in Europe.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including our expectations with respect to our 2008 guidance targets, our future growth prospects, the timing and impact of our roll-out of digital and broadband products and services, and our borrowing availability; our insight and expectations regarding competition in our markets; the impact of our M&A activity on our operations and financial performance; our expectations concerning future repurchases of our stock; and other information and statements that are not historical fact. These forward-looking statements involve certain risks and uncertainties that could cause actual results to differ materially from those expressed or implied by these statements. These risks and uncertainties include the continued use by subscribers and potential subscribers of the Company’s services and willingness to upgrade to our more advanced offerings, our ability to meet competitive challenges, continued growth in services for digital television at a reasonable cost, the effects of changes in technology and regulation, our ability to achieve expected operational efficiencies and economies of scale, and our ability to generate expected revenue and operating cash flow, control capital expenditures as measured by percentage of revenue and achieve assumed margins, as well as other factors detailed from time to time in the Company’s filings with the Securities and Exchange Commission including our most recently filed Forms 10-K and 10-Q. These forward-looking statements speak only as of the date of this release. The Company expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement contained herein to reflect any change in the Company’s expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.

For more information, please visit www.lgi.com or contact:

 Investor Relations                 Corporate Communications ---------------------------------- ----------------------------------- Christopher Noyes +1 303.220.6693  Hanne Wolf +1 303.220.6678 Molly Bruce +1 303.220.4202        Bert Holtkamp +31 20.778.9447 K.C. Dolan +1 303.220.6686 ---------------------------------------------------------------------- 

  ---------------------------------------------------------------------- (1) Please see page 12 for our operating cash flow definition and the required reconciliation. (2) OCF margin is calculated by dividing OCF by total revenue for the applicable period. (3) Please see page 19 for definition of revenue generating units ("RGUs"). Organic figures exclude RGUs of acquired entities at the date of acquisition but include the impact of changes in RGUs from the date of acquisition. Organic figures represent additions on a net basis. (4) Free cash flow or FCF is defined as net cash provided by operating activities less capital expenditures, each as reported in our condensed consolidated statements of cash flows. See page 14 for more information on FCF and the required reconciliation. (5) For purposes of calculating rebased growth rates on a comparable basis for all businesses that we owned during the respective period in 2008, we have adjusted our historical 2007 revenue and OCF to (i) include the pre-acquisition revenue and OCF of certain entities acquired during 2007 and 2008 in the respective 2007 rebased amounts to the same extent that the revenue and OCF of such entities are included in our 2008 results, (ii) exclude the pre-disposition revenue and OCF of certain entities that were disposed of during 2007 and 2008 from our rebased amounts to the same extent that such entities were excluded from our results in 2008 and (iii) reflect the translation of our 2007 rebased amounts at the applicable average exchange rates that were used to translate our 2008 results. Please see page 9 for supplemental information. (6) Advanced services represent our services related to digital video, including digital cable and direct-to-home ("DTH"), broadband internet and telephony. (7) MMDS refers to multi-channel multipoint (microwave) distribution system subscribers. (8) Digital penetration is calculated by dividing digital cable RGUs by the total of digital and analog cable RGUs. (9) ARPU refers to the average monthly subscription revenue per average RGU. ARPU per customer relationship refers to the average monthly subscription revenue per average customer relationship. In both cases, the amounts are calculated by dividing the average monthly subscription revenue (excluding installation, late fees and mobile telephony revenue) for the indicated period, by the average of the opening and closing balances for RGUs or customer relationships, as the case may be, for the period. (10) Total debt includes capital lease obligations. Total cash and cash equivalents includes $480 million of restricted cash that is related to our debt instruments. Net debt is defined as total debt less cash and cash equivalents including our restricted cash balances related to our debt instruments. (11) Our gross and net leverage ratios are defined as total debt and net debt to last quarter annualized operating cash flow. (12) The weighted average interest rate excludes capital lease obligations and the impact of our interest rate derivative agreements, deferred financing costs and commitment fees, all of which affect our overall cost of borrowing. (13) The $2.6 billion amount reflects the aggregate unused borrowing capacity, as represented by the maximum undrawn commitments under each of our applicable facilities without regard to covenant compliance calculations. This amount excludes approximately $260 million related to unused borrowing capacity associated with the VTR Bank Facility. Pursuant to the deposit arrangements with the lender in relation to the VTR Bank Facility, we are required to fund a cash collateral account in an amount equal to the outstanding principal and interest under the VTR Bank Facility. 

 Liberty Global, Inc. Condensed Consolidated Balance Sheets  June 30,  December 31, 2008        2007 ---------- ------------ in millions ASSETS Current assets: Cash and cash equivalents                     $  1,210.9 $    2,035.5 Trade receivables, net                             867.7      1,003.7 Deferred income taxes                              322.9        319.1 Derivative instruments                             279.1        230.5 Other current assets                               333.4        335.8 ---------- ------------ Total current assets                           3,014.0      3,924.6  Restricted cash                                     475.5        475.5 Investments                                       1,394.8      1,171.5 Property and equipment, net                      11,395.5     10,608.5 Goodwill                                         13,657.4     12,626.8 Intangible assets subject to amortization, net    2,542.9      2,504.9 Other assets, net                                 1,411.0      1,306.8 ---------- ------------  Total assets                                $ 33,891.1 $   32,618.6 ========== ============  LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable                              $    684.1 $      804.9 Deferred revenue and advance payments from subscribers and others                            870.6        933.8 Current portion of debt and capital lease obligations                                       310.8        383.2 Derivative instruments                             303.4        116.2 Accrued interest                                   165.2        341.2 Accrued capital expenditures                       172.3        194.1 Other accrued and current liabilities            1,208.9      1,084.1 ---------- ------------ Total current liabilities                      3,715.3      3,857.5  Long-term debt and capital lease obligations     19,475.0     17,970.2 Other long-term liabilities                       2,852.3      2,508.8 ---------- ------------ Total liabilities                             26,042.6     24,336.5 ---------- ------------  Commitments and contingencies  Minority interests in subsidiaries                2,698.2      2,446.0 ---------- ------------  Stockholders' equity                              5,150.3      5,836.1 ---------- ------------  Total liabilities and stockholders' equity  $ 33,891.1 $   32,618.6 ========== ============ 

 Liberty Global, Inc. Condensed Consolidated Statements of Operations  Three months ended   Six months ended June 30,            June 30, ------------------- ------------------- 2008      2007      2008      2007 --------- --------- --------- --------- in millions, except per share amounts  Revenue                        $2,729.9  $2,180.6  $5,340.9  $4,286.6 --------- --------- --------- ---------  Operating costs and expenses: Operating (other than depreciation and amortization) (including stock-based compensation)     1,063.1     906.1   2,091.8   1,783.5 Selling, general and administrative (SG&A) (including stock-based compensation)                   555.0     453.5   1,076.9     901.0 Depreciation and amortization    744.0     610.2   1,448.1   1,204.2 Impairment, restructuring and other operating charges, net      3.3       0.6       1.8       5.9 --------- --------- --------- --------- 2,365.4   1,970.4   4,618.6   3,894.6 --------- --------- --------- --------- Operating income                364.5     210.2     722.3     392.0 --------- --------- --------- ---------  Non-operating income (expense): Interest expense                (290.7)   (226.3)   (570.3)   (459.3) Interest and dividend income      17.1      24.1      51.9      48.5 Share of results of affiliates, net                   0.3       9.5       2.8      23.1 Realized and unrealized gains on derivative instruments, net                             406.4      73.9      71.0      63.6 Foreign currency transaction gains, net                      210.4      49.0     383.0      73.3 Unrealized gains (losses) due to changes in fair values of certain investments and debt, net                        22.8    (158.6)     44.8    (230.2) Losses on extinguishment of debt, net                          --     (23.3)       --     (23.3) Other income (expense), net        1.3      (1.3)      0.9      (4.3) --------- --------- --------- --------- 367.6    (253.0)    (15.9)   (508.6) --------- --------- --------- --------- Earnings (loss) before income taxes and minority interests                      732.1     (42.8)    706.4    (116.6)  Income tax benefit (expense)     (189.9)     60.9    (290.8)     54.6 Minority interests in earnings of subsidiaries, net            (114.0)   (147.8)   (143.0)   (203.8) --------- --------- --------- ---------  Net earnings (loss)          $  428.2  $ (129.7) $  272.6  $ (265.8) ========= ========= ========= =========  Basic earnings (loss) per share                         $   1.33  $  (0.34) $   0.82  $  (0.69) ========= ========= ========= ========= Diluted earnings (loss) per share                         $   1.11  $  (0.34) $   0.55  $  (0.69) ========= ========= ========= ========= 

 Liberty Global, Inc. Condensed Consolidated Statements of Cash Flows  Six months ended June 30, ------------------------- 2008         2007 ------------ ------------ in millions Cash flows from operating activities: Net earnings (loss)                         $     272.6  $    (265.8) Net adjustments to reconcile net earnings (loss) to net cash provided by operating activities                                     1,254.1      1,317.0 ------------ ------------ Net cash provided by operating activities     1,526.7      1,051.2 ------------ ------------  Cash flows from investing activities: Capital expended for property and equipment    (1,081.4)      (951.8) Cash paid in connection with acquisitions, net of cash acquired                            (136.6)      (111.0) Other investing activities, net                    16.8        (31.0) ------------ ------------ Net cash used by investing activities        (1,201.2)    (1,093.8) ------------ ------------  Cash flows from financing activities: Repurchase of LGI common stock                 (1,613.7)      (645.5) Repayments of debt and capital lease obligations                                     (446.3)    (1,008.2) Borrowings of debt                                853.7      2,209.4 Other financing activities, net                   (11.4)        91.2 ------------ ------------ Net cash provided (used) by financing activities                                  (1,217.7)       646.9 ------------ ------------  Effect of exchange rates on cash                 67.6         29.8 ------------ ------------  Net increase (decrease) in cash and cash equivalents                                   (824.6)       634.1  Cash and cash equivalents: Beginning of period                         2,035.5      1,880.5 ------------ ------------ End of period                           $   1,210.9  $   2,514.6 ============ ============  Cash paid for interest                       $     725.5  $     591.5 ============ ============ Net cash paid for taxes                      $      73.7  $      31.6 ============ ============ 

Revenue and Operating Cash Flow

The following tables present revenue and operating cash flow by reportable segment for the three and six months ended June 30, 2008, as compared to the corresponding prior year period. All of the reportable segments derive their revenue primarily from broadband communications services, including video, voice and broadband internet services. Certain segments also provide competitive local exchange carrier and other business-to-business communications services and J:COM provides certain programming services. At June 30, 2008, 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 Czech Republic, Poland, Romania, Slovakia and Slovenia. Telenet, J:COM and VTR provide broadband communications services in Belgium, Japan and Chile, respectively. Our corporate and other category includes (i) Austar, (ii) other less significant consolidated operating segments that provide broadband communications services in Puerto Rico and video programming and other services in Europe and Argentina and (iii) our corporate category. Intersegment eliminations primarily represent the elimination of intercompany transactions between our broadband communications and programming operations, primarily in Europe.

For purposes of calculating rebased growth rates on a comparable basis for all businesses that we owned during 2008, we have adjusted our historical revenue and OCF for the three and six months ended June 30, 2007, respectively, to (i) include the pre-acquisition revenue and OCF of certain entities acquired during 2007 and 2008 in our rebased amounts for the three and six months ended June 30, 2007 to the same extent that the revenue and OCF of such entities are included in our results for the three and six months ended June 30, 2008, (ii) exclude the pre-disposition revenue and OCF of certain entities that were disposed of during 2007 and 2008 from our rebased amounts for the three and six months ended June 30, 2007 to the same extent that such entities were excluded from our results for the three and six months ended June 30, 2008, and (iii) reflect the translation of our rebased amounts for the three and six months ended June 30, 2007 at the applicable average exchange rates that were used to translate our results for the three and six months ended June 30, 2008. The acquired entities that have been included in whole or in part in the determination of our rebased revenue and OCF for the three months ended June 30, 2007 include JTV Thematics, Telesystems Tirol, nine small acquisitions in Europe and three small acquisitions in Japan. The acquired entities that have been included in whole or in part in the determination of our rebased revenue and OCF for the six months ended June 30, 2007 include JTV Thematics, Telesystems Tirol, twelve small acquisitions in Europe and three small acquisitions in Japan. Additionally, the disposed entities that were excluded in whole or in part in the determination of our rebased revenue and OCF for the three and six months ended June 30, 2007 include our broadband communications operations in Brazil and Peru and our Liveshop operations in the Netherlands. In terms of acquired entities, we have reflected the revenue and OCF of these acquired entities in our 2007 rebased amounts based on what we believe to be the most reliable information that is currently available to us (generally pre-acquisition financial statements), as adjusted for the estimated effects of (i) any significant differences between generally accepted accounting principles in the U.S. (“GAAP”) and local generally accepted accounting principles, (ii) any significant effects of post-acquisition purchase accounting adjustments, (iii) any significant differences between our accounting policies and those of the acquired entities and (iv) other items we deem appropriate. As we did not own or operate the acquired businesses during the pre-acquisition periods, no assurance can be given that we have identified all adjustments necessary to present the revenue and OCF of these entities on a basis that is comparable to the corresponding post-acquisition amounts that are included in our historical 2008 results or that the pre-acquisition financial statements we have relied upon do not contain undetected errors. The adjustments reflected in our 2007 rebased amounts have not been prepared with a view towards complying with Article 11 of the SEC’s Regulation S-X. In addition, the rebased growth percentages are not necessarily indicative of the revenue and OCF that would have occurred if these transactions had occurred on the dates assumed for purposes of calculating our rebased 2007 amounts or the revenue and OCF that will occur in the future. The rebased growth percentages have been presented as a basis for assessing 2008 growth rates on a comparable basis, and are not presented as a measure of our pro forma financial performance for 2007. Therefore, we believe our rebased data is not a non-GAAP measure as contemplated by Regulation G or Item 10 of Regulation S-K.

In each case, the tables present (i) the amounts reported by each of our reportable segments for the comparative period, (ii) the U.S. dollar change and percentage change from period to period, (iii) the percentage change from period to period, after removing foreign currency effects (“FX”), and (iv) the percentage change from period to period, on a rebased basis. The comparisons that exclude FX assume that exchange rates remained constant during the periods that are included in each table.

 Revenue Increase (decrease) Three months ended    Increase     excluding   Increase June 30,        (decrease)        FX     (decrease) ------------------ --------------- ---------- ---------- 2008     2007       $       %        %      Rebased % -------- --------- -------- ------ ---------- ---------- in millions, except % amounts UPC Broadband Division: The Netherlands   $310.6   $260.6     $50.0  19.2      2.8            -- Switzerland     268.5    212.3      56.2  26.5      6.8            -- Austria         143.9    122.2      21.7  17.8      1.5            -- Ireland          95.6     74.7      20.9  28.0     10.5            -- -------- --------- -------- ------ ---------- ---------- Total Western Europe        818.6    669.8     148.8  22.2      4.7           3.7 -------- --------- -------- ------ ---------- ---------- Hungary         108.5     93.9      14.6  15.5     (0.4)           -- Other Central and Eastern Europe         253.7    195.7      58.0  29.6      6.2            -- -------- --------- -------- ------ ---------- ---------- Total Central and Eastern Europe        362.2    289.6      72.6  25.1      4.1           3.6 -------- --------- -------- ------ ---------- ---------- Central and corporate operations       2.9      1.8       1.1  61.1     50.0            -- -------- --------- -------- ------ ---------- ---------- Total UPC Broadband Division    1,183.7    961.2     222.5  23.1      4.6           3.7  Telenet (Belgium)       387.9    313.2      74.7  23.9      6.8           6.3 J:COM (Japan)    691.1    533.4     157.7  29.6     12.2           6.5 VTR (Chile)      194.6    154.5      40.1  26.0     12.7          12.7 Corporate and other           294.7    237.9      56.8  23.9      9.9            -- Intersegment eliminations    (22.1)   (19.6)     (2.5)(12.8)     2.7            -- ------------------ --------------- ---------- ----------  Total consolidated LGI         $2,729.9 $2,180.6    $549.3  25.2      8.0           6.0 ======== ========= ======== ====== ========== ==========  Increase (decrease) Six months ended     Increase     excluding   Increase June 30,        (decrease)        FX     (decrease) ------------------ --------------- ---------- ---------- 2008     2007       $       %        %      Rebased % -------- --------- -------- ------ ---------- ---------- in millions, except % amounts UPC Broadband Division: The Netherlands   $611.7   $512.6     $99.1  19.3      3.6            -- Switzerland     520.9    419.6     101.3  24.1      6.0            -- Austria         283.7    242.2      41.5  17.1      1.7            -- Ireland         184.0    148.4      35.6  24.0      7.6            -- -------- --------- -------- ------ ---------- ---------- Total Western Europe      1,600.3  1,322.8     277.5  21.0      4.5           3.5 -------- --------- -------- ------ ---------- ---------- Hungary          208.5    183.9      24.6  13.4     (0.3)           -- Other Central and Eastern Europe          488.6    379.2     109.4  28.9      7.2            -- -------- --------- -------- ------ ---------- ---------- Total Central and Eastern Europe        697.1    563.1     134.0  23.8      4.8           3.9 -------- --------- -------- ------ ---------- ---------- Central and corporate operations         5.6      7.2      (1.6)(22.2)   (32.7)           -- -------- --------- --------------- ---------- ---------- Total UPC Broadband Division    2,303.0  1,893.1     409.9  21.7      4.4           3.5  Telenet (Belgium)       762.3    613.3     149.0  24.3      7.9           7.5 J:COM (Japan)  1,370.4  1,066.7     303.7  28.5     12.3           6.6 VTR (Chile)      381.1    299.9      81.2  27.1     11.3          11.3 Corporate and other           569.9    453.7     116.2  25.6     11.4            -- Intersegment eliminations    (45.8)   (40.1)     (5.7)(14.2)     0.7            -- ------------------ --------------- ---------- ----------  Total consolidated LGI         $5,340.9 $4,286.6  $1,054.3  24.6      8.1           6.1 ======== ========= ======== ====== ========== ========== 

 Operating Cash Flow Increase (decrease) Three months ended    Increase    excluding    Increase June 30,        (decrease)        FX     (decrease) ------------------- ------------- ----------- ---------- 2008      2007       $     %        %       Rebased % --------- --------- ------- ----- ----------- ---------- in millions, except % amounts UPC Broadband Division: The Netherlands $  171.2  $  132.6  $ 38.6  29.1        11.4          -- Switzerland     138.0     102.5    35.5  34.6        13.9          -- Austria          76.4      59.5    16.9  28.4        10.9          -- Ireland          35.7      24.1    11.6  48.1        28.1          -- --------- --------- ------- ----- ----------- ---------- Total Western Europe        421.3     318.7   102.6  32.2        13.4        12.2 --------- --------- ------- ----- ----------- ---------- Hungary          55.1      48.8     6.3  12.9        (2.8)         -- Other Central and Eastern Europe         132.0      98.8    33.2  33.6         7.8          -- --------- --------- ------- ----- ----------- ---------- Total Central and Eastern Europe        187.1     147.6    39.5  26.8         4.3         4.7 --------- --------- ------- ----- ----------- ---------- Central and corporate operations     (61.9)    (59.0)   (2.9) (4.9)       10.3          -- --------- --------- ------- ----- ----------- ---------- Total UPC Broadband Division     546.5     407.3   139.2  34.2        13.5        12.6  Telenet (Belgium)       189.9     147.3    42.6  28.9        11.4        11.2 J:COM (Japan)    275.8     213.4    62.4  29.2        11.9         9.1 VTR (Chile)       81.9      59.5    22.4  37.6        23.3        23.3 Corporate and other            60.7      33.5    27.2  81.2        60.2          -- --------- --------- ------- ----- ----------- ----------  Total        $1,154.8  $  861.0  $293.8  34.1        15.2        13.3 ========= ========= ======= ===== =========== ==========   Increase (decrease) Six months ended     Increase    excluding    Increase June 30,        (decrease)        FX     (decrease) ------------------- ------------- ----------- ---------- 2008      2007       $     %        %       Rebased % --------- --------- ------- ----- ----------- ---------- in millions, except % amounts UPC Broadband Division: The Netherlands $  339.8  $  260.6  $ 79.2  30.4        13.3          -- Switzerland     270.6     205.8    64.8  31.5        12.4          -- Austria         145.1     117.2    27.9  23.8         7.4          -- Ireland          69.6      46.7    22.9  49.0        29.3          -- --------- --------- ------- ----- ----------- ---------- Total Western Europe        825.1     630.3   194.8  30.9        13.1        12.0 --------- --------- ------- ----- ----------- ---------- Hungary         106.2      93.2    13.0  13.9         0.4          -- Other Central and Eastern Europe         250.9     187.4    63.5  33.9        10.1          -- --------- --------- ------- ----- ----------- ---------- Total Central and Eastern Europe        357.1     280.6    76.5  27.3         6.8         6.6 --------- --------- ------- ----- ----------- ---------- Central and corporate operations    (121.8)   (114.2)   (7.6) (6.7)        7.5          -- --------- --------- ------- ----- ----------- ---------- Total UPC Broadband Division   1,060.4     796.7   263.7  33.1        13.8        12.8  Telenet (Belgium)       364.8     284.2    80.6  28.4        11.5        11.6 J:COM (Japan)    559.4     431.7   127.7  29.6        13.2        10.0 VTR (Chile)      157.5     114.0    43.5  38.2        20.9        20.9 Corporate and other           113.4      59.0    54.4  92.2        67.1          -- --------- --------- ------- ----- ----------- ----------  Total        $2,255.5  $1,685.6  $569.9  33.8        15.6        13.7 ========= ========= ======= ===== =========== ========== 

Operating Cash Flow Definition and Reconciliation

Operating cash flow is not a GAAP measure. 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 amortization, provisions for litigation, and impairment, restructuring and other operating charges or credits). We believe operating cash flow is meaningful because it provides investors a means to evaluate the operating performance of our segments and our company on an ongoing basis using criteria that is used by our internal decision makers. Our internal decision makers believe operating cash flow is a meaningful measure and is superior to other available GAAP measures because it represents a transparent view of our recurring operating performance and allows management to (i) readily view operating trends, (ii) perform analytical comparisons and benchmarking between segments and (iii) identify strategies to improve operating performance in the different countries in which we operate. For example, our internal decision makers believe that the inclusion of impairment and restructuring charges within operating cash flow would distort the ability to efficiently assess and view the core operating trends in our segments. In addition, our internal decision makers believe our measure of operating cash flow is important because analysts and investors use it to compare our performance to other companies in our industry. However, our definition of operating cash flow may differ from cash flow measurements provided by other public companies. A reconciliation of total segment operating cash flow to our earnings (loss) before income taxes and minority interests is presented below. 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 (loss), cash flow from operating activities and other GAAP measures of income or cash flows.

 Three months ended   Six months ended June 30,            June 30, ------------------ --------------------- 2008      2007      2008       2007 --------- -------- ---------- ---------- in millions  Total segment operating cash flow                         $1,154.8  $ 861.0  $ 2,255.5  $ 1,685.6 Stock-based compensation expense                         (43.0)   (40.0)     (83.3)     (83.5) Depreciation and amortization   (744.0)  (610.2)  (1,448.1)  (1,204.2) Impairment, restructuring and other operating charges, net     (3.3)    (0.6)      (1.8)      (5.9) --------- -------- ---------- ---------- Operating income               364.5    210.2      722.3      392.0 Interest expense                (290.7)  (226.3)    (570.3)    (459.3) Interest and dividend income      17.1     24.1       51.9       48.5 Share of results of affiliates, net                   0.3      9.5        2.8       23.1 Realized and unrealized gains on derivative instruments, net                             406.4     73.9       71.0       63.6 Foreign currency transaction gains, net                      210.4     49.0      383.0       73.3 Unrealized gains (losses) due to changes in fair values of certain investments and debt, net                        22.8   (158.6)      44.8     (230.2) Losses on extinguishment of debt, net                          --    (23.3)        --      (23.3) Other income (expense), net        1.3     (1.3)       0.9       (4.3) --------- -------- ---------- ---------- Earnings (loss) before income taxes and minority interests                  $  732.1  $ (42.8) $   706.4  $  (116.6) ========= ======== ========== ========== 

Summary of Debt, Capital Lease Obligations and Cash and Cash Equivalents

The following table(1) details the U.S. dollar equivalent balances of our consolidated debt, capital lease obligations and cash and cash equivalents at June 30, 2008:

 Debt and Capital     Capital         Cash Lease       Lease       and Cash Debt    Obligations Obligations Equivalents(2) --------- ----------- ----------- -------------- in millions LGI and its non- operating subsidiaries         $ 2,692.1 $        -- $   2,692.1 $        419.9 UPC Holding (excluding VTR)       10,110.1        32.8    10,142.9          139.4 J:COM                   1,495.1       525.5     2,020.6          303.9 Telenet                 3,118.1        79.9     3,198.0          231.8 VTR                       470.3         1.0       471.3           91.2 Austar                    746.0          --       746.0            7.6 Chellomedia               346.4          --       346.4           10.1 Liberty Puerto Rico       168.5          --       168.5            4.5 Other operating subsidiaries                --          --          --            2.5 --------- ----------- ----------- -------------- Total LGI           $19,146.6 $     639.2 $  19,785.8 $      1,210.9 ========= =========== =========== ==============  (1) Except as otherwise indicated, the amounts reported in the table include the named entity and its subsidiaries. (2) Excludes $480 million of restricted cash related to our debt instruments. 

Capital Expenditures and Capital Lease Additions

The table below highlights our capital expenditures per category, as well as capital lease additions for the three and six months ended June 30, 2008 and 2007:

 Three months ended  Six months ended June 30,            June 30 ------------------ ------------------- 2008      2007     2008      2007 --------- -------- --------- --------- in millions Customer premises equipment     $  235.8  $ 184.5  $  467.6  $  430.3 Scalable infrastructure             94.0     50.3     155.5     117.8 Line extensions                     39.2     31.3      80.4      74.5 Upgrade/rebuild                     96.2     95.6     173.9     158.9 Support capital                     91.7     79.7     192.6     156.5 Other including Chellomedia          4.7      5.2      11.4      13.8 --------- -------- --------- --------- Total capital expenditures ("capex")                    $  561.6  $ 446.6  $1,081.4  $  951.8 ========= ======== ========= =========  Capital expenditures            $  561.6  $ 446.6  $1,081.4  $  951.8 Capital lease additions             30.2     40.5      71.6      88.8 --------- -------- --------- --------- Total capex and capital leases                       $  591.8  $ 487.1  $1,153.0  $1,040.6 ========= ======== ========= =========  As % of revenue ------------------------------- Capital expenditures                20.6%    20.5%     20.2%     22.2% Capex and capital leases            21.7%    22.3%     21.6%     24.3% 

Free Cash Flow Definition and Reconciliation

FCF is defined as net cash provided by operating activities less capital expenditures, each as reported in our condensed consolidated statements of cash flows. Adjusted FCF represents FCF less non-cash capital lease additions. FCF and Adjusted FCF are not GAAP measures of liquidity.

We believe that our presentation of FCF and Adjusted FCF provides useful information to our investors because these measures can be used to gauge our ability to service debt and fund new investment opportunities. FCF should not be understood to represent our ability to fund discretionary amounts, as we have various mandatory and contractual obligations, including debt repayments, which are not deducted to arrive at this amount. Investors should view FCF as a supplement to, and not a substitute for, GAAP measures of liquidity included in our consolidated cash flow statements. The table below highlights the reconciliation of net cash provided by operating activities to FCF and FCF to Adjusted FCF for the three and six months ended June 30, 2008 and 2007, respectively:

 Three months ended    Six months ended June 30,             June 30, -------------------- -------------------- 2008     2007(3)     2008      2007 ---------- --------- ---------- --------- in millions Net cash provided by operating activities        $   879.2  $  488.5  $ 1,526.7  $1,051.2 Capital expenditures            (561.6)   (446.6)  (1,081.4)   (951.8) ---------- --------- ---------- --------- FCF                        $   317.6  $   41.9  $   445.3  $   99.4 ========== ========= ========== =========  FCF                          $   317.6  $   41.9  $   445.3  $   99.4 Capital lease additions          (30.2)    (40.5)     (71.6)    (88.8) ---------- --------- ---------- --------- Adjusted FCF               $   287.4  $    1.4  $   373.7  $   10.6 ========== ========= ========== =========  (3) Our cash provided by operations for the three and six months ended June 30, 2007 differs from the previously reported amounts due to the reclassification of cash flows related to derivative instruments to align with the classification of the applicable underlying cash flows. 

ARPU per Customer Relationship Table(4)

The following table provides ARPU per customer relationship for the three months ended June 30, 2008 and 2007:

 Three months ended June 30, --------------------------- 2008          2007      % Change ------------ -------------- --------- UPC Broadband                    EUR    23.29 EUR      21.46      8.5%  Telenet                          EUR    35.81 EUR      32.54     10.0%  J:COM                            Yen    7,426 Yen      7,354      1.0%  VTR                              CLP   26,528 CLP     24,486      8.3%  Liberty Global Consolidated      $      47.34 $        38.43     23.2% 

 (4) ARPU per customer relationship refers to the average monthly subscription revenue per average customer relationship and is calculated by dividing the average monthly subscription revenue (excluding installation, late fees and mobile telephony revenue) for the indicated period, by the average of the opening and closing balances for customer relationships for the period. Customer relationships of entities acquired during the period are normalized. ARPU per customer relationship for UPC Broadband and Liberty Global Consolidated are not adjusted for currency impacts. 

Customer Breakdown and Bundling

The following table provides information on the geography of our customer base and highlights our customer bundling metrics at June 30, 2008, March 31, 2008 and June 30, 2007:

 Q2'08 /  Q2'08 / Q1'08    Q2'07 June 30,    March 31,   June 30,     (%       (% 2008        2008        2007      Change)  Change) ----------- ----------- ----------- -------- -------- Total Customers UPC Broadband     9,575,200   9,631,400   9,673,100    (0.6)%   (1.0)% Telenet           1,977,400   1,979,400   2,041,700    (0.1)%   (3.1)% J:COM             2,759,600   2,714,700   2,582,100     1.7%     6.9% VTR               1,017,700   1,002,400     968,800     1.5%     5.0% Other               811,700     795,300     784,300     2.1%     3.5% ----------- ----------- ----------- -------- -------- Liberty Global Consolidated  16,141,600  16,123,200  16,050,000     0.1%     0.6%  Total Single- Play Customers  10,368,300  10,506,500  11,100,700    (1.3)%   (6.6)% Total Double- Play Customers   3,017,000   2,974,200   2,839,500     1.4%     6.3% Total Triple- Play Customers   2,756,300   2,642,500   2,109,800     4.3%    30.6%  % Double-Play Customers UPC Broadband          16.0%       15.8%       15.1%    1.3%     6.0% Telenet                26.1%       25.8%       23.6%    1.2%    10.6% J:COM                  27.4%       27.4%       27.6%    0.0%    (0.7)% VTR                    18.5%       16.8%       15.9%   10.1%    16.4% Liberty Global Consolidated          18.7%       18.4%       17.7%    1.6%     5.6%  % Triple-Play Customers UPC Broadband          13.3%       12.5%        9.1%    6.4%    46.2% Telenet                18.2%       17.5%       13.3%    4.0%    36.8% J:COM                  25.7%       25.1%       23.5%    2.4%     9.4% VTR                    39.6%       39.5%       35.0%    0.3%    13.1% Liberty Global Consolidated          17.1%       16.4%       13.1%    4.3%    30.5%  RGUs per Customer Relationship UPC Broadband          1.43        1.41        1.33     1.4%     7.5% Telenet                1.62        1.61        1.50     0.6%     8.0% J:COM                  1.79        1.78        1.75     0.6%     2.3% VTR                    1.98        1.96        1.86     1.0%     6.5% Liberty Global Consolidated          1.53        1.51        1.44     1.3%     6.3% 

Fixed Income Overview

The following tables provide preliminary financial information for UPC Holding B.V. (“UPC Holding”) and Chellomedia Programming Financing HoldCo B.V. (“Chellomedia Programming”) and are subject to completion of the respective financial statements and to finalization of the respective compliance certificates for the second quarter of 2008.

 Three Months Ended June 30,  Six Months Ended June 30, ---------------------------- ------------------------- 2008           2007         2008         2007 --------------- ------------ ------------ ------------ in millions UPC Holding: Revenue         EUR       881.8 EUR    827.2 EUR  1,751.9 EUR  1,648.9 OCF                       402.1        346.9        795.1        685.8 Chellomedia Programming(5): Revenue         EUR        55.1 EUR     45.6 EUR    103.8 EUR     86.6 OCF                        14.0         12.6         27.1         23.7   Debt, Cash and Leverage at June 30, 2008(6) ------------------------------------------------------   Total Debt and   Cash and Capital Lease      Cash       Senior        Total Obligations(7)  Equivalents   Leverage     Leverage --------------- ------------ ------------ ------------ in millions UPC Holding     EUR     6,745.1 EUR    146.6       3.55x        4.23x Chellomedia                                        3.78x        3.78x Programming              220.1          6.2 

Operating Cash Flow Definition and Reconciliations

Operating cash flow is not a GAAP measure. Operating cash flow is the primary measure used by our chief operating decision makers to evaluate operating performance and to decide how to allocate resources. As we use the term, operating cash flow is defined as revenue less operating and SG&A expenses (excluding stock-based compensation, depreciation and amortization, and other charges or credits outlined in the respective tables below). Investors should view operating cash flow 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 or cash flows. The following tables provide the appropriate reconciliations:

 Three months ended   Six months ended June June 30,                30, --------------------- --------------------- 2008       2007       2008       2007 ---------- ---------- ---------- ---------- UPC Holding                                 in millions Total segment operating cash flow                 EUR 402.1  EUR 346.9  EUR 795.1  EUR 685.8 Stock-based compensation expense                        (9.8)     (13.7)     (18.2)     (27.8) Depreciation and amortization                 (276.2)    (270.7)    (546.5)    (541.2) Related party fees and allocations, net                7.4        5.6        8.1       10.3 Impairment, restructuring and other operating charges, net                   (2.3)      (1.5)      (5.0)      (4.1) -------    -------    -------    ------- Operating income          EUR 121.2  EUR  66.6  EUR 233.5  EUR 123.0 =======    =======    =======    ====== Chellomedia Programming (5) Total segment operating cash flow                 EUR  14.0  EUR  12.6  EUR  27.1  EUR  23.7 Stock-based compensation expense                        (0.1)      (1.0)      (0.2)      (1.9) Depreciation and amortization                   (4.3)      (4.1)      (8.4)      (7.9) Related party management fees                           (1.2)      (1.6)      (1.2)      (3.2) Impairment, restructuring and other operating charges                        (0.3)        --       (0.3)      (0.2) -------    -------    -------    ------- Operating income          EUR   8.1  EUR   5.9  EUR  17.0  EUR  10.5 =======    =======    =======    ====== 

 (5) The figures for the three and six months ended June 30, 2007 reflect transfers between entities under common control as if the transfers had occurred on January 1, 2007. (6) In the covenant calculations for UPC Holding, we utilize debt figures that take into account currency swaps. Reported OCF and debt may differ from what is used in the calculation of the respective covenants. The ratios for each of the two entities are based on June 30, 2008 results, and are subject to completion of our second quarter bank reporting requirements. The ratios for each entity are defined and calculated in accordance with the applicable credit agreement. As defined and calculated in accordance with the UPC Broadband Holding Bank Facility, senior leverage refers to Senior Debt to Annualized EBITDA (last two quarters annualized) and total leverage refers to Total Debt to Annualized EBITDA (last two quarters annualized) for UPC Holding. For Chellomedia Programming, senior leverage refers to Senior Net Debt to Annualized EBITDA (last two quarters annualized) and total leverage refers to Total Net Debt to Annualized EBITDA (last two quarters annualized). (7) Debt for UPC Holding reflects only third party debt. Debt for Chellomedia Programming reflects third party debt and a loan payable to a related party of EUR 9 million. 

 Consolidated Operating Data - June 30, 2008 --------------------------------------------------------------------   Two-way     Customer Homes       Homes   Relationships   Total Passed (1) Passed (2)      (3)       RGUs (4) ---------- ---------- ------------- ---------- UPC Broadband Division: The Netherlands        2,723,500  2,616,800     2,091,700  3,273,500 Switzerland(13)        1,866,000  1,325,000     1,562,800  2,350,800 Austria                1,109,200  1,109,200       758,700  1,196,000 Ireland                  863,300    448,400       575,400    670,400 ---------- ---------- ------------- ---------- Total Western Europe   6,562,000  5,499,400     4,988,600  7,490,700 ---------- ---------- ------------- ---------- Hungary                1,178,600  1,135,500       974,000  1,382,100 Romania(14)            2,061,700  1,610,300     1,314,300  1,651,400 Poland                 1,979,100  1,629,500     1,070,700  1,491,800 Czech Republic         1,285,300  1,137,700       783,500  1,071,400 Slovakia                 465,900    354,500       294,800    348,300 Slovenia                 199,100    145,100       149,300    210,900 ---------- ---------- ------------- ---------- Total Central and Eastern Europe      7,169,700  6,012,600     4,586,600  6,155,900 ---------- ---------- ------------- ---------- Total UPC Broadband Division         13,731,700 11,512,000     9,575,200 13,646,600 ---------- ---------- ------------- ----------  Telenet (Belgium)(15)    1,928,700  1,928,700     1,977,400  3,212,200 ---------- ---------- ------------- ----------  J:COM (Japan)            9,940,100  9,940,100     2,759,600  4,931,000 ---------- ---------- ------------- ----------  The Americas: VTR (Chile)            2,464,300  1,690,200     1,017,700  2,011,800 Puerto Rico              342,200    342,200       116,300    174,200 ---------- ---------- ------------- ---------- Total The Americas     2,806,500  2,032,400     1,134,000  2,186,000 ---------- ---------- ------------- ----------  Austar (Australia)       2,474,500         --       695,400    695,400 ---------- ---------- ------------- ----------  Grand Total             30,881,500 25,413,200    16,141,600 24,671,200 ========== ========== ============= ==========  Video ------------------------------------------------- Analog   Digital Cable     Cable      DTH      MMDS Sub-      Sub-      Sub-      Sub- scribers  scribers  scribers  scribers   Total (5)       (6)       (7)       (8)     Video --------- --------- --------- -------- ---------- UPC Broadband Division: The Netherlands    1,496,600   592,100        --       --  2,088,700 Switzerland(13)    1,240,300   321,300        --       --  1,561,600 Austria              451,600   106,100        --       --    557,700 Ireland              239,800   226,500        --   96,300    562,600 --------- --------- --------- -------- ---------- Total Western Europe            3,428,300 1,246,000        --   96,300  4,770,600 --------- --------- --------- -------- ---------- Hungary              640,500    48,100   173,500       --    862,100 Romania(14)        1,131,600    52,800   130,000       --  1,314,400 Poland             1,002,000    11,300        --       --  1,013,300 Czech Republic       373,600   186,400   119,900       --    679,900 Slovakia             240,100    11,000    30,000    6,700    287,800 Slovenia             144,100     1,300        --    3,900    149,300 --------- --------- --------- -------- ---------- Total Central and Eastern Europe          3,531,900   310,900   453,400   10,600  4,306,800 --------- --------- --------- -------- ---------- Total UPC Broadband Division      6,960,200 1,556,900   453,400  106,900  9,077,400 --------- --------- --------- -------- ----------  Telenet (Belgium)(15)       1,209,900   478,500        --       --  1,688,400 --------- --------- --------- -------- ----------  J:COM (Japan)          605,200 1,640,300        --       --  2,245,500 --------- --------- --------- -------- ----------  The Americas: VTR (Chile)          602,900   267,200        --       --    870,100 Puerto Rico               --    84,800        --       --     84,800 --------- --------- --------- -------- ---------- Total The Americas   602,900   352,000        --       --    954,900 --------- --------- --------- -------- ----------  Austar (Australia)          --     6,200   688,900       --    695,100 --------- --------- --------- -------- ----------  Grand Total          9,378,20