Welcome to Liberty Global’s Investor Call. This call and the associated webcast are the property of Liberty Global and any redistribution, retransmission or rebroadcast of this call or webcast 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. Today’s formal presentation materials can be found under the Investor Relations section of Liberty Global’s website at www.lgi.com. 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, August 3, 2011. I would now like to turn the conference call over to Mr. Mike Fries, President and CEO of Liberty Global.

Thank you and hello everybody. Appreciate you joining us. I know it's a busy morning in our space. We've got a large number of people on the call with us from management as we normally do. I'll just introduce a few of those, who you'll likely hear from. Bernie Dvorak and Charlie Bracken our Co-CFOs are on; Diederik Karsten, Managing Director of our European Broadband Business; Mauricio Ramos runs Chile and Latin America; Balan Nair, our Chief Technology Officer; Rick Westerman, of course from IR and PR; and then Bob Leighton, he's our kind of Global Programming Business. I'm going to turn back over to the operator and then we'll get started.

Thank you. Page 2 of the slides details the company’s Safe Harbor statements 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 the Company’s expectation with respect to its outlook for 2011 and future growth prospects, and other information and statements that are not historical facts. These forward-looking statements involve certain risks that could cause actual results to differ materially from those expressed or implied by these statements. These risks include those detailed from time-to-time in Liberty Global's filings with the Securities and Exchange Commission, including its most recently filed Forms 10-K/A and 10-Q. Liberty Global disclaims any obligation to update 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. And if we refine the art of no surprises and in that way the agenda will look just like all of our previous calls. As I usually do, I'll start on Slide 4 with a quick snapshot of the quarter and cover our operating, financial and strategic priorities. I think the bottomline here is that we had a really good quarter, beginning with subscriber growth, which continues to be the best part of our story. We had 235,000 net new RGUs in the second quarter and 486,000 year-to-date. And those numbers are up meaningfully, between 30% and 40% over last year. I think it's important to point out that all of our core operating regions, the Western Europe, Central and Eastern Europe and Chile performed well and are delivering more net adds in the first half of 2011, but then in the same period last year. We now serve 17.6 million unique customers, who in the aggregate subscribe to 28.3 million video, voice and broadband products from us. I'll drill down on those numbers in a moment. I think the main point is that the demand for our digital television services, our superior broadband speeds and our triple-play bundles is very strong. As you might expect, our financial results reflect this trend. Our rebased operating cash flow was up 8%, our third consecutive quarter of improved growth. And rebased revenue was right where it's been for the last six quarters at mid-single digits. Bernie is going to provide some more color, but you'll see pretty quickly that the engine, fuelling our performance is Western Europe, and in particular our largest market Germany. The $3.4 billion of consolidate cash, $4.6 billion of liquidity and a seven-year average debt maturity, our balance sheet remains in great shape. Leverage is actually down…

Thanks, Mike, hello everyone. Slide 10, highlights our headline year-to-date results in terms of revenue and OCF growth. And compared to our first half 2010 results, our revenue increased by 16% or $706 million to slightly more than $5 billion. And our OCF expanded by 20% or $387 million to $2.35 billion. Our growth in both metrics resulted from a combination of favorable FX. Organic growth driven by higher subscriber volumes to our advanced services and to lesser extent the impact of acquisitions, in particular with Germany included for six months in 2011 compared to roughly five months in that 2010 period. In terms of FX, the U.S. dollar weakened about 6% to the euro, during the first six months of 2011 compared to last year with even greater depreciation against other currencies like the Swiss franc and the Australian dollar. As Mike mentioned earlier, our revenue in OCF results reflect rebased growth of 4% and 7%, and Western Europe was our best performing region, led by Ireland and Germany. And we will review that in more details shortly. On the product side, broadband internet remains our fastest growing product. However, in absolute dollar terms, video accounts for the majority of our subscription revenue gains year-over-year, reflecting the positive impact from the continued immigration of analog to digital and upsell of our digital video base. On average, the digital cable subscriber is still generating over 80% more ARPU than in analog cable sub. Our OCF margin at 46.5% for the six months is reflective of the enhanced scale in our business and our ability to successfully sell our customers more bundle products. As compared to last year, our margin increased by 140 basis points, largely on the strength of Western Europe where we saw an uptick in every country led…

(Operator Instructions) And we'll take our first question from James Ratcliffe with Barclays Capital.

First of all, I noticed a couple of (inaudible) has also started offering MVNO service. When you think about market like Germany or the Netherlands, where there is another cable operator, does it make sense to look at these MVNOs potentially as a cooperative effort with all the cable operators or sticking to your own platform? And secondly, when you look at certainly financial markets at the moment, is there any change on what you're longer term view of the right target multiple for this business is?

On the first question, regarding MVNO deals and the cooperation within markets, I'll tell you that we have a track record of already doing that. So in the Netherlands, where we have an MVNO signed. To get to the point we're at, we did cooperate with Ziggo in both securing spectrum and anticipating what we might do with that spectrum together. And the basis of that cooperation obviously assisted us in acquiring the spectrum and achieving a relatively strong and full MVNO deal with Vodafone in that market. So I think your main question is, is there are scope and opportunity for cooperation among cable operators within a market, and I think the answer is, yes. I didn't follow the second question, you want to repeat that?

Just given what we're seeing recently in financial markets, if any of this is changing your view of the appropriate long-term leverage for this business?

Not really. I mean, you look at the average life of our debt and in fact that 85% of its due, and a low 16% I believe are longer. We're not experts in being able to forecast exactly where debt markets will be over the next five years, of course. But as we sit here today, our business is very stable. Our growth is steady and our balance sheet is de-risk and strong. So, no. We don't see any reason to amend our leverage targets or our fundamental strategy of levered equity growth at this stage of the game.

And we'll take our next question from David Joyce with Miller Tabak.

On this very strong Ireland growth, would you attribute that the net RGU growth year-over-year, is that from getting the broadband upgraded. And to understand correctly, there is still some more investment in that market you want to do. And if you could apply to that the notion that AIRCOM is looking out to get into the TV or the broadband product?

Well I was just in Ireland, about ten days ago, meeting with the management team and going through the business. I can tell you that it's attributable to a number of things and I'll repeat some of the numbers that Bernie referenced. We've just upped our budget, our forecast for the year in Ireland by 30% by the way, and mid-20 sort of EBITDA growth in the second quarter. I think reflects the fact that there is huge pent-up demand for broadband in this market that we are well through the rebuild, particularly in Dublin though there is some more to go. And thirdly, we have a competitive environment there. That is I would say, not as dynamic as other markets we operate in. AIRCOM might be putting our press releases, but I think this is a company that is in serious financial trouble. So it's been certainly helpful for us to take advantage of their inability to respond or upgrade, and rebuild their networks. When you're rolling out 20 Mbps, 35 Mbps, 50 Mbps, 100 Mbps broadband speeds and your competitor is dealing with an older copper network. I think that gives you tremendous momentum. The other thing I'd say is that our digital penetration in that market, I believe is close to, say north of 60%, maybe higher than that. And we're offering most of the great content in that marketplace. And Sky, who we can beat, who does a very good job of helping the value and promote content in that market, not too dissimilar from the U.K. And so our ARPUs in this market are meaningfully higher, in fact the highest in Europe for us. And that gives us more room to drive cash flow as well. So I think its combination of our success in rebuilding the pent-up demand for broadband. The fact that we have a competitor that is in an awkward moment. And the fact, that consumers know and understand and value the triple-play in particularly the value of digital television.

In fact, could just take on to that, I was wondering what the update would be on the Austar acquisition. I know there is still pending some regulatory approval?

It's right the way you described it, pending regulatory approval. We're working through the concerns expressed by the local regulator there, and are diligently evaluating alternative ways of satisfying those concerns. And I don't think we're providing any further update, except that we're hopeful we can get that across the line.

We'll take our next question from Jeff Wlodarczak with Pivotal Research Group.

I wanted to spend a little more time on M&A. Mike, maybe you could talk about the Aussie regulator sort of peculiar logic against the Austar sale. Are your cable assets sort of off the table in terms of the sale?

Your first question was at Austar or Aster?

I am actually talking about the Austar.

The transaction in Australia, which we announced, and everybody I'm sure saw in mid-July to sell Austar to Foxtel at a pretty good multiple, has two major conditions to completion. One is, of course, approval by the ACCC competition commission there, and then IRS ruling. The ACCC has followed the timeframe that it's obligated the following, and issued a list of issues and were published a list of issues or concerns with transaction, which in my experience now running close to 17 years work in this market is part for the course. It is typical for the ACCC to come out swinging, to have a long list of concerns. Many of which, is not all of it, don't necessarily reflect the sort of considered view of the market, but the rest of us might have. So I can go to through those individually, Jeff, if you think there's value out. I'll just tell you that we're scratching our heads a little bit, as I said publicly. But we do believe that there is plenty of information and ammunition if you will to rebut those concerns. And we ought to know relatively quickly I think around mid-September where we stand with respect to that. But I'm not worried if that's where you're going. I think this is exactly what I expected, and by the way, Foxtel and the folks at Telstra and News, expect in that a robust conversation with regulators about a transaction that bring the two pay-TV companies together. There isn't much more to say within that. I mean the concerns are unique to that marketplace, you don't relevance outside of Australia. We involve mostly around access and supply of content, and the notion that we might someday compete with one another, which is highly unlikely. So those are the two main areas that we're focused on providing an information with and for. And I'm still very, very confident we'll get this deal done.

And then can you comment on your reaming in-cable assets potentially being off the table in terms of selling?

We haven't really said much probably about that from the very, very beginning. So I suppose the transaction remains in that stage or that phase. We are always reviewing opportunistically the ability or the transactions that might allow us to rationalize markets. And certainly you would expect that's a market, given our operating history there, that we would be considering alternatives. So I'll simply say that we continue to consider those alternatives. And when we have something that we can publicly disclose, you can bet we'll do it. But we have the right kind of discipline of on the buy side and we have the right kind of discipline on the rebalancing front. So I think all the activity that's happened or might be happening, I think you can take confidence that's it's going to be to the benefit of our shareholder.

And then one more. Can you provide any color on trends so far in the third quarter, in Switzerland in particular where you launched 50 Mbps at a modesty lower price?

Diederik, do you want to hit that?

The launch of that particular product happened in April. And the first results we've been seeing since May are encouraging. If you look at the Q2 sets and net adds, we have been doing better in internet, digital cable. So although we're moving forward the numbers itself are still kind of single digit (technical difficulty) obviously at the end of the day is to accelerate the growth. But all steps are positive, and all positions have been well received. And so we believe that from that point of view we will end the year also with a better result than based on these new propositions than last year, those are the indications.

Yes, I mean we've done 50,000 digital net adds year-to-date in Switzerland and pretty steadily improving voice and data net adds. And as Bernie mentioned, we're driving the EBITDA line. So I wouldn't suggest that Switzerland is cooking with gas, but I'll tell you the trajectory and the trend is right where we want to be, which is steady improvement quarter-over-quarter in a very important and large market for us. And the driver for that is in fact these new triple-play packs and the speed advantage we have over Cablecom, which started over with Swisscom, which is starting to show itself.

We'll take our next question Jason Bazinet with Citi.

Just have a long-term question in the context of your equity shrink strategy. Can you just remind us, what limitations there are if any regarding repeat trading cash back to the U.S. to pursue your equity shrinking. And can you educate us in terms of what steps you can take to increase the balance of cash that you can repeat trade back to the U.S.?

Sure, I'll let Charlie address that. I don't know that we've really said much publicly about the quantified for you publicly those limits. But the limits mostly have to do with repeat trading capital to the U.S. in a tax efficient manner. Do you want to address that, Charlie? Well, I mean the limitations are as I described them. In principle, we have plenty of cash in the system, as we just described. But getting that cash up to the U.S. does require, well let me say it this way, if you get up tax efficiently it requires some maneuvering. And I'll tell you that without quantifying it for you that we have years, at least two to three years remaining of this kind of pace or buyback, before we have any particular issues. And one thing I can assure you is, if and when we get close to hitting the limit, we will be coming up with some creative ways of expanding that limit. I can't tell you what they are yet, because we haven't put the technology to work. But certainly, we've got plenty ahead room, if you will, in terms of buyback capability. So the question was around buyback limitations, and I just described that we have at least two plus year or two-and-a-half three years of this sort of pace of buyback capability before we get any sort of tax.

And I think the other key point is the ability to raise money in the United State, necessarily our first choice or first price that we can raise capital in the United State against the assets in Europe, which obviously is money immediately in the States.

It's a self-imposed limitation maybe put it that way, Jason.

And we'll take our next question from Hugh McCaffrey with Goldman Sachs.

I've got a couple of questions just around speed demand in Europe, so 65% of customers on over 20 Mbps services. In terms of the gross additions, what kind of demand are you seeing across the range of speed to the majority of demand towards a 100 Mbps or is it still at the sort of 30 Mbps level? And then I've got a follow-up on Germany.

The speeds demands, and I might even mentioned a number along those lines. But I would say that the speed demands are principally at 20 or above. But they're in that sweet spot 20 to 30 let's say, 25 to 35. I would say the demand that we're seeing in Switzerland for 45% are buying 50 Mbps or higher is unique, relative to our other markets. But that in principal, we're seeing demand. I would say in that 20 Mbps to 30 Mbps sweet spot, and that's where people see today anyway the kind of that price value and usage benefit that mean more or less across the board. I think it was 90% of our sales at UPC or 20 Mbps or higher. So I'll tell you that very few people are buying 10 Mbps products from us. And we've shifted the entire market in the concept of broadband in our market to that 20 Mbps and higher level. And redefine what it means I think to have high speed internet. But principally if I had to break that 90% of sales down, I would say the vast majority of those are going to be at 20 Mbps to 30 Mbps.

And just kind of digging in a little bit on Germany. The triple-play the amount has been to very robust in that market? And can you just give it a bit of color in terms of which triple-play Tiers people are going for? Would it be reasonable to assume in the context of your answer that most people are going for the HD package of 32 Mbps?

Do you want to provide some color on that, Diederik? The Slide that we showed you that has the 32 Mbps of product is probably our most popular with the digital TV package, the triple-play package and that speed that price vary is based on the promotion. But my recollection is that 32Mbps is a primary sweet spot. And Diederik do you want to add to that.

That is correct. That's a best selling product. It's more or less like in the Netherlands we have the EUR45 25Mbps. So the next gaining popularity is the HD DVR books. And next to that, there is two zapper books. HD DVR is a relatively new phenomenon (inaudible). And every quarter we are gaining traction there. So (inaudible) that is a key source of growth in the next year to come for us. Does that answer your question?

And our next question comes from Matthew Harrigan with Wunderlich Securities.

Since Balan's on the call, could you update us on (inaudible) recommendation over the ITU? And what the implications are if a development kind of files like they would have speeds like files has right now. I know the physics of the copper, how they are and there's been a lot that's been aspirational for years. But I'd still like to get your thoughts on it, because it's been getting a fair amount of press. And then if we could also get your reforms or an engineers perspective on the Horizon Box, that would be great?

I'll start with the Horizon Box, that program is on track for, as Mike pointed out a soft launch in the Netherlands in the fourth quarter. It is a pretty complex box with lots of software and hardware innovations that we're bringing. So lots of work there, but it's going good. Your other question on ITU grid, I didn't catch the whole question there?

Basically, the ITUs are looking at a new recommendation (G.FAS) it's trying to use copper for up to a little last 200 meters to get even much faster speed than you have right now, and they're almost comparable to FiOS in its present in co-ordination. I know that has been aspirational for years and kind of fits the guts as the copper are what they are. But if you look at some typical journals, people are talking about it more and I know it hasn’t turned really hard now. But I think they're doing some pretty serious work on it. So I guess you can still reduce the question down to DT sector for the competition on the copper side, with relatively short loop blanks is kind of get a little bit more robust over a period of time, because you've got a huge amount of run rate related to what the telcos can you do right now?

There's couple in the innovation there with respect to management.

I think he is referring to vectoring.

That's part of it.

Yes, anyway, we just think it just happens to you when you run a global company related to different places. My understanding of that, Matt, is while Telco's are promoting it, as a potential solution to having to spend the money to build fiber. In the end when you look at them straight in the eye, I don’t know that they fully believe in the solution. I think it maybe as a bandaid perhaps to respond to our broadband initiatives, but it’s not a long-term solution. Certainly doesn’t appear to be one in eyes of regulators, having just return from Brussels couple of weeks ago, and participating in an EU roundtable with all of peers at Deutsche Telekom and Vodafone, and Telefonica, et cetera, et cetera, and having dinner with (inaudible). The word fiber for them is the critical piece of the puzzle, when it comes to Telco's. And I am not an engineer, I'll let Bob describe it more fully. But my business instinct is it's not yet being perceived as a fix or what appears to be a relatively significant price tag they face in terms of competing with us in building fibers.

And we'll take our next question from Ben Swinburne with Morgan Stanley.

Mike, could you talk a little bit more about the German opportunities, you look at KBW, I know it's a ways out? But the Unity growth is really impressive, particularly in the margin expansion. So I was just wondering if you could spend a little bit of time comparing the KBW opportunity to what you've been able to deliver in Unity or at Unity. And then just on broadband in general, I'm wondering how you're sticking in your markets about selling broadband as a standalone product, if you think that sort of having a cheaper broadband option in the bundle, sort of incenting people in the bundle is always the right strategy? Or do you think about selling standalone data, given that it's such a profitable product? You've got a superiority issue over the telcos in most of your market. Is that an opportunity you think is worth exploiting as well?

Well, in Germany, everybody knows we're in the regulatory review process there on the KBW deal. It's about a $4.5 billion transaction. I think when we reported it, the EBITDA multiple with synergies is about eight times 2011. And there are lots of obvious and important reasons to look at this transaction and try to complete this transaction. And I believe that KBW is contiguous to Unitymedia's footprint and represents some of the best markets together with Unity in Germany in terms of economic growth, demographic profile, et cetera. The synergies are not insignificant, though we haven't publicly said what those synergies are. You can imagine they are not bad. And we have very good track record for achieving synergies in a market like this. The size of the business when you put them together is pretty meaningful for us. You're looking at a business with roughly 12 million homes, something in the order of 6.5 million videos subs, at least 6.5 million, maybe even more than that, something in the order of 1.5 million voice and data subscribers, EUR1.5 billion of revenue and over EUR800 million of EBITDA. So you're looking at a large profitable, contiguous network platform in Europe's strongest, fastest growing market where our product is being consumed at ever increasing speed and the pace that I haven't seen in our business for quite some time because of pent-up demand and because they get it. They get the fact that a bundle represents to them a huge economic opportunity in terms of getting these great products and services at decent prices and that the product and services we're offering are best-in-class, in fact good or better than anything they're going to get anywhere else in the world. So there is lot of very basic logic in terms…

And we'll take our final question today from Henrik Herbst with Credit Suisse.

I was just wondering if you could please give us your current thoughts on the 800 Mhz special motion commenced in the Netherlands. It appears they could be interested in doing something with the cable operators. What your thoughts would be on that?

Like in many countries, we're evaluating what we call situational mobile opportunities, including assessing acquisition of spectrum. And interestingly, like Mike said before, we'll have the experience with acquiring it together with Ziggo the 2.6 gigahertz line. But the 800 Mhz is a different approach. It's a big ticket item. So we're assessing carefully whether that would be something for us, because with the acquisition of the spectrum in this case, you'd get a liability to build out, and it's particularly to build out obligation where you would then start to turn into a mobile operator. And as you know, in the Netherlands, for example there are three big operators already active. And it's highly questionable whether we would like to be at number four even in combination with Ziggo. And as Mike has said before, we look at the mobile opportunities on a case-by-case basis, but we also try to be cautious not to overdo it. So whether it's going to dig any material among spectrum, if there isn't an opportunity to also exploit it and without understanding the subsequent obligations, because it's not about spectrum, but it's also about the build out of the network.

And that was our final question for today.

Thanks, everybody, for joining us. It's now officially August. So hopefully you've got great plans to relax and enjoy the summer. We will be speaking to you at the end of our third quarter and look forward to that. So thanks very much for joining us.

Ladies and gentlemen, this concludes Liberty Global's investor call. As a reminder, a replay of the call will be available in the Investor Relations section of Liberty Global's website at www.lgi.com. There you can also find a copy of today's presentation materials.