Mauricio Ramos Analysts Jeffrey Wlodarczak - Wachovia Securities Vijay Jayant Miller Tabak Roberts Securities David Kestenbaum New Street Research Gregory Kolb

Good morning, ladies and gentlemen and thank you for standing by. Welcome to Liberty Global's Investor Call. This call and the associated web cast are the property of Liberty Global and any redistribution, retransmission or rebroadcast of this call or web cast in any form without the expressed written consent of Liberty Global is strictly prohibited. At this time all participants are in a listen-only mode. Following today's formal presentation, instructions will be given for a question-and-answer session. As a reminder, this conference call is being recorded on this date, May 8, 2008. I would now like to turn the conference over to Mr. Michael Fries, President and CEO of Liberty Global. Please go ahead, sir.

Great. And welcome everybody to our first quarter call. Let me just take a moment to introduce who's on here with us. We have Bernard Dvorak and Charlie Bracken, our Co-CFOs, of course; Gene Musselman, President of our UPC Division; I've got Miranda Curtis and Graham Hollis, who will oversee Japan and Mauricio Ramos, President of VTR in Chile. We also have on the call, folks, you might hear from Rick Westerman, you all know, Balan Nair our CTO and Shane O'Neill, our Chief Strategist. So with that, I think I'll turn it back to operator. But first let me remind you that the slides will speak from today are online and hopefully easily accessible to you. So, while we're going through the lengthy Safe Harbor statement, you might want to track those down. Operator?

Thank you so much, sir. Page two of the slide details the company's Safe Harbor statement regarding forward-looking statements. Today's presentation may include forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 including with respect to Liberty Global's outlook, future growth prospects and rollout of advanced services, its expectations regarding competition and M&A activity and other 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 included those detailed from time to time in Liberty Global's filings with the Securities and Exchange Commission, including its most recently filed Form 10-K and Form 10-Q. Liberty Global disclaims any obligation to update or revise any of these forward-looking statements to reflect any change in its expectations or in the conditions on which any such statement is based. I would now like to turn the call back over to Mr. Mike Fries.

Thanks. We are big fans of consistency here. So, the agenda will be that I'll make some opening remarks and then we'll hear from Gene who will spent a couple of minutes on Europe, Miranda will take us through a slide on Japan, Mauricio will take us through a slide on Chile and then Bernie will walk through the financials and then we'll get your questions, hoping this will take about an hour. So, I'm on slide 4, which provide some highlights and I think as you walk through results here, you'll find that this was a pretty strong operating quarter for us across most of our global footprint with a few markets, which we will discuss impacting more heavily, some of the headline figures in particular revenues and we'll talk a lot about that today. What should jump out to you, of course, is our operating cash flow performance, which exceeded $1.1 billion for the quarter or about $4.4 billion on an annualized basis and this represents 14% rebased growth as we typically calculate and 34% reported growth. And it might be worth pointing out that we do continue the benefit from strong local currencies versus the dollar here with most of our main currencies up 10% to 15% over last 12 months. OCF margins are now over 42%, that's up nearly 300 basis points over last year. So, we are achieving on our profitability goals or I might even say overachieving on our profitability goals. And let me just assure that's not coming from marketing and sales. It's mostly efficiencies and smart management of our cost, which we continue to, I think, do a very good job of. There's really not much to report on the M&A front. But we did close in a few small tuck-in acquisitions…

Thank you, Gene. Q1 was another good quarter for us at VTR with good results across all our key metrics. We added 68,000 value-added services, sustained rebased revenue growth of 10% and 19% rebased OCF growth against the first quarter of 2007. As in prior quarters, RGU gains and top line growth in addition to our sustained cost controls continued to provide benefits of scale to the VTR, OCF line. This has lead to an OCF conversion ratio of 7.1% for the first quarter. That's roughly the same level on the conversion ratio we obtained for our 2007. And we think it's a good ratio as revenue grows, we contain rather than cut back on SG&A expenses. And that's basically how we are driving OCF margins in north of 40% with that 200 basis points gain over the first quarter of 2007 in this quarter. As in prior calls, I would also like to briefly provide an update on the status of key strategic initiatives that are driving these results. Our binding strategy as you know remains a key engine of our RGU growth. During the first quarter, we reached a million customers and sometime in May, we expect to reach 2 million RGUs with 40% of our customer base now taking free services from us. All of these are of course important milestones. With regards to our bundling strategy, however it is important to note that we also continue to market our flagship triple play product of course but are now placing emphasis on the bundle of Internet on telephony, as that is where the highest growth resides today. Our digital strategy seems to be working well as well in particularly the decision we took at the end of last year to include digital box with all new triple play sales. As a result, digital penetration of our video subscriber base is now 26% and we expect that number to continue to grow steadily. In March, as some of you may be aware; we increased broadband speeds to our entire subscriber base forcing our competitors to follow. As a result, we gained further brand and customer recognition and of course, the first-mover advantage. During the quarter, in fact, we continued to grow strongly in Internet subscribers where as our main competitors gain remained flat for the quarter. So, it was overall a very good quarter for VTR and we're of course proud that year particularly in what is an increasingly competitive marketplace. Our strategy for the rest of the year will continue to be focused on digital migration, targeted bundling and reaping the benefits of scale. That drives high cash conversion ratios on our revenue growth and as a result sustains this high OCF growth. And with that, I'll turn it over to Miranda for an update on Japan.

Thank you, Mauricio. J:COM is having a strong and steady first quarter with all line items above or very close to our expectations that are ahead of last year and churn continues to decline. As Mike mentioned, digital penetration is now at 70% and J:COM continues to move steadily towards full digitalization with an additional boost expected this summer from the Beijing Olympics. Meantime, 160 meg is now proven growth engine for J:COM and they are preparing to roll it out nationwide. Growth also demonstrably stronger in areas where 160 meg has been rolled out with almost 30,000 160 meg subscribers by the end of first quarter. What's also interesting to note is that approximately 40% of the new 160 meg customers in the Kansai area are churning off fiber to the home and on to cable. The growth thus far has been achieved on the basis of the pre-DOCSIS modems but the full national rollout of DOCSIS 3.0 modems began in the last few weeks. There'd be no technical problems whatsoever and several thousand orders have already been taken. And in parallel with that process, J:COM management is working on refining the pricing of their middle level data peers in bundles to prevent competition in that area. On the video competition front, overall growth in Japanese market channel television remains relatively flat. While J:COM continues to deliver steady growth, DTH showed a net decline. IPTV remains anemic and growth in fiber to the home appears to have peaked. On M&A, J:COM continues the steady process of rolling out smaller operators, particularly in the Kansai region where this quarter, the acquisition of Kyoto & Kobe added almost 40,000 subscribers. J:COM management is highly focused on cost controls and has delivered a 30% increase in OCF against first quarter of '07, that's 11% rebased. Integration of the JTV operation is not complete with further streamlining the channel line-ups still to come. The JimJam channel in partnership with NHK launched successfully last month and discussions continue about other content transactions to reinforce the J:COM line up. It's worth noting that J:COM now carries 24 high definition channels, which accounts for 26% of their total line up. On the sales side, new sales channels such as J:COM branded kiosks and shops are helping to sustain the renewed growth. The sales and marketing team remains focused on high ARPU value-added services in bundles, particularly in the 160 meg, the high-definition channels and the high-definition DVR. Meantime, J:COM's recent announcement that it will pay dividend to the first time, that 500 yen in semi-annual installments plus a special dividend of a 250 yen, has helped to sustain the J:COM share price. And with that, I'll hand you over to Bernard Dvorak to take you through the financial results.

Great. Thanks, Miranda. If you turn to slide 14 it shows our financial highlights for the quarter and you can see revenue for the quarter was $2.6 billion, an increase of 24% over Q1 '07 on a reported basis. The increase was driven in large part due to the strengthening of the local currencies that we operate in against the U.S. dollar. In fact, the FX impact accounted for 16% of the 24% overall increase in revenues. The balance of the revenue growth was mostly organic representing rebased revenue growth of 6% for the minor boost from fill-in acquisitions that Mike mentioned earlier. OCF increased to $1.1 billion, an increase of 34% over the prior year and more than half of that growth or approximately 18% came from currency moments and organic growth of rebased OCF increased 14% in the first quarter. Turning to the next slide we will get into more revenue in OCF detailed by region. Side 15 highlights our reported results by region and our rebased revenue in OCF growth rates. Rebased growth rates eliminate FX movements and neutralize the impact of acquisitions. On consolidated basis rebased revenue grew 6% overall, principally driven by volume. In terms of specific markets we have good strong performances in Poland, Australia and Chile with rebased revenue growth rates of 19%, 14% and 10%. In Europe UPC grew revenue to $1.1 billion representing 3% rebased growth. Removing Austria, Hungary and Romania, which were discussed earlier by Gene, the UPC revenue growth rate would have been 5%. On a consolidated basis removing those same three properties would have resulted in revenue growth of 7%. Telenet increased revenue to $374 million, representing rebased growth of 9%. J:COM had a rebased growth of 7%, reaching $675 million in the first quarter and lastly VTR…

Thank you. We will now begin the question-and-answer session. [Operator Instructions]. Our first question comes from Jeffrey Wlodarczak from Wachovia. Please go ahead. Sir, your line is open, please go ahead with your question.

I'm sorry about that. Good morning. Revenue growth has slowed for four consecutive quarters to 6% in the first quarter. it's clearly getting more competitive in certain markets. Just to make sure I understand looking at the balance of '08, is it mainly sort of digital DVR HD or D that gives you comfort you can see an acceleration towards the 7% or 9% full year guidance? Then also do you expect to see an acceleration in Western European RGUs of the plus 5% in Q1 and is that also very reliant on sort of advanced TV services or is that like a bundling price combo? Thanks.

Well, thanks Jeff. I'll take a quick crack that. I think that... we've addressed in the call here the key variables impacting revenue growth and those are principally expected ARPU compression in Voice and Data as we bundle aggressively, as we continue to penetrate those markets and as frankly some of the Voice usage tapers off a bit, which I think everybody in our business is feeling. So some extent it's an ARPU issue and to some extent, it is a volume issue principally in the low-end analog TV business. So our game plan, if you look at those two variables, is to continue to drive volume in Voice and Data and as a result of improving our product portfolio, as a result of maintaining what we think is a huge speed advantage in these markets and taking advantage of the fact that Europeans consume more bandwidth than the U.S. consumers by recently large margin. We think the attractiveness of 3.0 product whether you start at 15 megs or a higher is going to be a game changer as I've said and allow us to really make an impact. I will also say that as we look at individual markets, the percentage of customers that we have on the old classic expensive and relatively slow tiers are diminishing rapidly. So to some extent, the change in mix of our customers in broadband is nearing the end. In Holland for example I believe it's now less than 10% of our customers would be in that category of expensive classic products. So the markets evolving rapidly and if that happens, I think you start to near a point where a natural bottom evolves in ARPUs for data in particular. And the last thing I would say is there are some specific impacts…

If I could ask one follow up, what percent of your markets are going to be DOCSIS 3.0 capable at the end of '08 and then versus the end of '09?

Well, I let Balan take a crack at that. I mean, we think at the end of '09 we should have DOCSIS 3.0 rolled out virtually everywhere. But we're going to be careful and deliberate. We'll start in Holland, we believe, this quarter but remember for us the DOCSIS 3.0 issue is a lot less about technology. We think it works, vendors are supporting us, so far where we've trailed it and are rolling out, it seems to scale. CPE and pricing, PP pricing is coming down. For us, it's as much as anything yet a business model question. What we're going to charge for it, how we're going to... how is it going to impact the tiers we already have in the marketplace and how do we make a meaningful difference in market share without disrupting the general ARPU environment. So, to the bigger lead-time here not the technology, I think it's really the business model but I don't know Balan you want to discuss that quickly?

I'd agree with everything you said Mike. By the end of 2009, we should have most areas covered with DOCSIS 3.0. As you know we've launched official DOCSIS 3.0 in Japan already in the past couple of weeks. There maybe just some small pockets where... with some of the Cisco gear where they're release would come up with later part of 2009, their older platforms the Cisco 7000 and those may just trail. But the rest of them, we should be out there in 2009.

All right. Thank you.

Our next question comes from Vijay Jayant from Lehman Brothers. Please go ahead.

Hi, Mike. Just continuing on the same theme. Obviously, I think the continuing... probably the concern on the stock is that with decelerating revenue growth, can you keep doing, obviously 14% to 16% EBITDA growth. And so, on the basis of that, can you sort of talk about what are sort of the relative margin because there is also sort of a mix shift happening from analog to voice and data even though there is ARPU pressure on that. So, can you address that? And you also mentioned that you are not under investing, obviously, and you are spending on SG&A, [inaudible] basis points drop between revenue growth and EBITDA growth. Can you sort of talk about what SG&A on a rebased basis grew, what your other efficiencies sort of declined the other costs? Any color on that will be helpful. Thanks.

Yes. On the second point, if you... we slice these numbers every month. So we know exactly where we're realizing efficiencies, cutting costs and spending money and I think to simplify for you, the most meaningful variable there is sales and marketing costs and we are not, I don't think in any market, reducing those costs either as a percentage of revenue or an absolute term. In fact, I think I recall that in Europe alone I think our sales and marketing costs were up something in the order 15% year-over-year. And as Gene indicated, we're adding more sales, our gross sales exceeded last year and exceeded our budget. So we don't think it's an issue around selling the products and we think we are investing sufficient capital in marketing the products, designing the products, and getting the products in the field. As you look at top line, that should be your main concern and I can tell you that's not what we're doing. Where we are scaling is principally on G&A. I think we took a good hard look at how many people we have and how many people have tasted around this business and we determined that we can be more efficient here on general and administrative cost and those costs are typically down year-over-year, possibly flat but in the third category, which we more general operating expenses are perhaps up marginally. So the savings in G&A are offset by the increase in OpEx but in sales and marketing, which I would separate from there, we believe we are in most cases spending an appropriate amount of funding. Now as year goes on, we might take some of this cash flow that we are overachieving, if you will, relative to the budget and reinvest that in sales and…

Thanks.

Yes.

Our next question comes from David Joyce from Miller Tabak and Company. Please go ahead.

Thank you. I was wondering if you could give us some color on how the economic situation might be impacting either on the levels of tiers that consumers might be taking or any deceleration that might be affecting, for example if people are choosing DSL over cable just to be price sensitive? And also help me with add revenue has been in the total media? Thanks.

Well, on the first point I know, perhaps, Gene, talked to that add revenue in Telemedia. I think the first point, we have not seen, particular in Europe, meaningful impact from economic factors and I am not going to lecture on European economies per se, but I'll say that relative to the U.S. there are some big differences. That's not a lot of new home growth. So we're not seeing quite frankly, a decline in new home growth and we have never been meaningfully depended on new home growth. People don't move as frequently in many of these markets and as you can our products are priced reasonably low to begin with. Our average customer is generating $45 a month, not $100. So in principal I think, we start with some advantages relative to the U.S. in a economy that's in a different position and dynamics and variables that drive our subscriber base that are quite different. And some of the economies we are in are growing very well and above average, like Central and Eastern Europe and other markets. And lastly we were diversified. So what happens in Western Europe doesn't mean that's happening in Chile, Central and Eastern Europe, Australia and Japan. So the benefit of being geographically diversified is that, I think we will... if any particular areas become affected we ought to see that perhaps balance out somewhere else. Shane, you want to comment on advertising in Chello?

Yes, sure, Mike. I would say we have seen some softness in the UK add market but the UK business is relatively small part of the overall Chello business. But I would echo what Mike said in Central and Eastern Europe add growth is still strong and in many of the markets in the local add market is a relatively novel market. So it's coming off a lower base but that's obviously still growing strong.

And finally, if I could just ask about consumer premise equipment, do you have an ability to reuse that across different countries or platforms to make your CapEx more efficient?

Do you want to address that, Balan?

Sure, continuing back the issue of costs with CPE, the net effect of one of the things we will be doing in the next 60 days or so is launching a very large auction across all of our properties across Japan, Europe, South America, in driving CPE cost even further. W. Gene Musselman - President and Chief Operating Officer, UPC Broadband I might add to that, our digital product which we commonly refer to as [inaudible] that's a common platform and we utilize basically centralized warehousing and ship anywhere in Europe, those boxes and for all practical purposes. Other CPE is usually restricted to one or two vendors and we are able to rotate or move the equipment from one market to another without any difficulties.

Okay, thank you.

Our next question comes from David Kestenbaum from Morgan Joseph. Please go ahead. David Kestenbaum - Morgan Joseph & Co.: Yes, thanks. Looking at the rebased growth slide, it's clear that you be see lag the other markets but structurally is there any reason that you couldn't, if you did everything right to get UPC close at least to J:COM? Is that the goal, a realistic goal with the type of revenue growth or not?

I' am not going to give you insight into how we budgeted for the group. But UPC is a reasonably large part of our revenue base. Obviously you can figure out that on your own. But I do think that certainly if the major market operation impacting our total results and if we believe that the range or perhaps even the bound in the range may be a more reasonable goal. And clearly we think we can improve revenue in that market due the course of the year. David Kestenbaum - Morgan Joseph & Co.: Okay.

And by definition we do believe that... I think I'll say that the second quarter, remember one of the things to point out here is we had a very strong first quarter last year. And so some of these numbers are being impacted by an extraordinary first quarter. We didn't have a particularly strong second quarter last year. So growth rates are just that, what's the denominator and what's the numerator. Both of those things change through the course of the year. Right. David Kestenbaum - Morgan Joseph & Co.: And you said the acquisition opportunities are opening up. Is that globally or is that just in Europe?

Well what I said is we are starting to see very small signs that sellers really are starting to consider their options through the course of the next 12 months and whereas if the phone wasn't ringing at all six months ago, people are starting to have dialogues. So, much of that is dependent up on financial markets and I would let Charlie spend a minute on where sees the markets that we principally operate in and then Charlie if you want to provide some color on that quickly.

I think it was... maybe Shane or [inaudible] recover pretty strongly. I mean, in general it looks like there is improving sentiment in the high-yield markets. I was just pretty healthy [inaudible] acquisition and also as we try and maintain our four to five times leverage status. So, we are not there yet, but we certainly see their trading off secondary market and we are pretty optimistic that the markets may open in the second half of the year.

So the combination of improving access to capital in the second half of the year and another six months going by for some of these financial owners of assets and the prospective of, perhaps, a further time holding period may actually create some opportunity. I don't even know why threw that in my remarks except to say that in reality we're seeing some movement that we didn't see six months ago. David Kestenbaum - Morgan Joseph & Co.: Okay. Thanks.

Yes.

Our next question comes from Frank Knowles from New Street Research. Please go ahead.

Yes. I have a couple of more detailed questions based on some of the comments Gene made in Europe. Firstly on the DOCSIS 3.0 rollout, you mentioned that CapEx for that was within your CapEx framework. I just wanted to clarify, does that... is that just a sort of CMTS CapEx for getting the networks DOCSIS 3.0 ready or does it also include some budgeting for CPE cost and possibly node splitting and so on if you actually get a lot of usage at the highest speed levels? And then the second point was on high definition. You mentioned that you're working with Phillips high-definition TV sales and there's... the Olympics might be a driver but there's a lot of HD sets already out there in Europe and the World Cup, two years ago was supposed to be a big driver and that didn't really happen. So, I wonder what's changed to make you think that now is the time that consumers are actually going to be willing to pay more for HD in Europe since they haven't so far?

Maybe I'll take a crack at HD question, you guys work on the CapEx related question. I think the issue with HD is as I have said in the past is bit of a chicken and egg. And the question that should be relevant for us as operators is when will that tipping point be reached. The one of the thing is that is undeniable is that I think we heard from... we had a form, just an internal form couple of weeks back and we had some of them from Sony in there. I believe the numbers you gave where they should be somewhere in the order of 40 million TV sets sold in EU this year and more than 60% of those as a number he was hedging originally he said it was a higher number would be HD capable sets is turning in Europe. There's already somewhere in the order of 30 million HD sets and that is perhaps the most important component of the chicken and egg equation is getting folks to purchase these sets. And then secondly having operators like us dedicating bandwidth to HD and what I see more broadly from this view is that more and more broadcasters, more and more programmers and more and more events are starting to become available on HD and this will feed on itself, this will build where will we hit that two tipping point to be determined. But the trajectory is undeniable and that's something we're playing into heavily especially as to maintain low-end customers for whom the alternative provider has none of this. So, Gene, you... or Balan you want to talk about CapEx? W. Gene Musselman - President and Chief Operating Officer, UPC Broadband Let me just give you an example on the HDTV…

And if I can add on that Gene on DOCSIS 3.0, I would say that the reason there's no significant capital increases would be couple of three things. One, CMTS is, I think existing CMTS. So what we're doing is swapping on a couple of cards. So we're not wholesaling, replacing a whole bunch of CMTS is not there. CMTS we have primarily Cisco 10ks, the [inaudible] and those are fully upgradeable. On the node splits, there's a difference between D-bandwidth and consumed bandwidth so even though we are increasing D-bandwidth, the consumption does not necessarily increase as well and therefore it's just because you are rolling out DOCSIS 3.0. It doesn't mean you're going to trigger a whole bunch of node splits. W. Gene Musselman - President and Chief Operating Officer, UPC Broadband We're already done a lot of node splits over the past several years. So, it positions us pretty well at this point in order to [inaudible] DOCSIS out. As Balan said without having to do a lot of splitting going forward.

And that's really, really helpful. If I could just clarify one thing on the HD, of those channels you mentioned in Holland, are all of those being offered essentially free or is bundled in with a basic TV product to people, are you charging anything extra for any for them? W. Gene Musselman - President and Chief Operating Officer, UPC Broadband No, we offer four packs above including the entry-level digital offering. And for HD there is an incremental nine-year-old charge. except for if you purchase the box from Philips, then there is a reduction in those packages by approximately 5 year or so.

Thank you. W. Gene Musselman - President and Chief Operating Officer, UPC Broadband You're welcome.

We've time for one more question operator?

Yes and Last question would be from Gregory Kolb from Janco Partners Incorporated. Please go ahead.

Hi, thanks for taking my question. I just wanted, maybe you could expand a little more just on Austria and the Czech Republic and the unique challenge they were facing?

Well, I mean we think we touched on some of them and they vary by market, I mean I'll let Gene to provide the details. In Austria, it is a very different than Czech Republic. In Austria, on the broadband side, we are seeing some certainly some impact from mobile data cards which has been launched by, I would say in the third or fourth mobile players in the market mostly. What we would argue is relatively low speed product of 7 megs that delivers even less than that. But it's having impact in the certain [inaudible] markets in particular where we offer [inaudible] DSL and where we might have a slight soft under-valued [ph] with more expensive product but it's something we have addressed and its impacting. And also... also we've seen some impacting nicely on the B-to-B side, some it systemic, others just underperformance. So, B-to-B and Offnet DSL in my view account for most of the revenue in OCF impact in Austria. The core cable business is performing reasonably well. And in the Czech republic is an inverse problem. We took some rate increases at the beginning of the year and we held firm on those. So, some of the churns we are seeing in the Czech, we are just absorbing here in the first quarter with the real benefit coming from rate increase and rest of all out of digital. So, [inaudible] but that's typically the two big factors there, different in each market, but also ones we think we are coping with and understand. W. Gene Musselman - President and Chief Operating Officer, UPC Broadband No, not much, unless you want to go into more detail.

So I think maybe, operator, I will just wrap it up here and you can do your little speech, but from our point of view, as the conclusion slide said, we are hitting our OCF goals, or exceeding our OCF goals. No question about it. We're not getting there by sacrificing anything that we believe is revenue generating or strategically important to this business. We will assure you that every quarter if necessary. Advanced services, which are the bread and butter of opportunity, digital TV in particular but voice and data, those units are moving. So the volume side of the business in the critical advanced services area is working. Where we have challenges, we understand our business extremely well. We have articulated those challenges and in some instances. They are market specific and you can be sure we are approaching those markets and those challenges everyday in a way we believe we will be ultimately successful. And I guess I'd lastly say, we are thankful to have finally delivered these results since we are no longer in a black-out period and you can expect us to be continue to be opportunistic and aggressive with equity. With that appreciate your attendance and operator I guess you have a concluding statement.

Thank you. Ladies and gentlemen this concludes Liberty Global's investor call. As a reminder a replay of the call will be available in the investor relation section of Liberty Global's website at www.lgi.com. There you can also find a copy of today's presentation material. This does conclude today's conference.