Introduction

This document provides information about our Code of Business Conduct. All directors, officers and employees are individually and collectively responsible for managing our business activities in full compliance with the Code and applicable law. You should carefully review this document. By accepting a position or continuing to serve as a director, officer or employee, you are agreeing to comply with the Code. Failure to read or acknowledge the Code will not exempt any employee from the responsibility to comply with the Code, applicable laws and all other policies applicable to his or her employment.

How to use the Code

The Code summarizes various legal and regulatory requirements and business practices applicable to business activities conducted on behalf of the Company (as defined in the Code). It should be treated as a guide in making day-to-day business decisions. It is not intended to address every legal or ethical question that may arise, nor does it replace other more detailed policies, including, for example, those set forth in your Employee Handbook. Individual business units may also adopt standards or codes of conduct applying to their activities and employees.

How to ask questions and communicate concerns

If you want guidance regarding a particular practice or compliance issue, you should contact your Corporate Compliance Officer. The Corporate Compliance Officer will be different for various employees, but generally will be a senior attorney in the legal department of your business unit or, in the absence of a more specific designation, the General Counsel of Liberty Global, Inc. or a person designated by that officer. If you want to contact your Corporate Compliance Officer but are not sure of his or her identity, you should contact the legal department of your business unit or the General Counsel of Liberty Global, Inc. for that information. If you wish to report a violation or questionable behavior, please follow the steps outlined in the Code under “Reporting Ethical Violations.” To the extent it is legally possible to do so, the Company will maintain the confidentiality of anyone who is requesting guidance or who is reporting a violation or other questionable behavior.

Employees located in the United States may also call the Corporate Compliance Line or communicate concerns via a confidential web-based reporting system. The Corporate Compliance Line and web-based reporting system are operated by a third-party vendor and are available 24 hours a day, seven days a week. The phone number of the Corporate Compliance Line and web address of the third-party vendor will be posted at your office location. United States employees may also send a letter or fax to the General Counsel of Liberty Global, Inc., 12300 Liberty Boulevard, Englewood, Colorado 80112, facsimile number (303) 220-6691. Your communications may be made on an anonymous basis. Your concerns will be reported to Company personnel for appropriate action.

If you have a concern regarding an accounting, internal control or auditing matter and wish to submit the concern confidentially or anonymously, you may do so by using the web-based reporting system described above, calling the Corporate Compliance Line or sending a letter or fax to the General Counsel of Liberty Global, Inc. as described above. Your message will be forwarded to one or more non-employee directors of Liberty Global, Inc., including the Chairperson of the Audit Committee of the Board of Directors of Liberty Global, Inc. The concerns raised by your message also will be addressed by one or more members of management.

Employees in business units outside the United States may also submit concerns regarding accounting, internal control or auditing matters on a confidential or anonymous basis. Subject to local law requirements, you may communicate such concerns through the Corporate Compliance Line or the confidential web-based reporting system described above. Where such methods of communication are consistent with local law requirements, a phone number for the Corporate Compliance Line that operates from your international office location and/or the web address of the third-party vendor will be posted at your office location. Alternatively, you will be provided with the address and facsimile number of a person to whom such communications may be made.

We encourage open and honest communication. If, however, you feel the need to communicate your concerns anonymously you may do so. You should be aware, however, that it is often more difficult to investigate properly matters communicated anonymously. The Code prohibits any employee from retaliating or taking any other adverse action against another for reporting a violation or raising a legal or ethical concern in good faith.
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effective as of June 15, 2005;
amended and restated as of September 9, 2005
amended and restated as of July 9, 2007

Introduction

Liberty Global, Inc. (“Liberty Global”), is committed to conducting its business with honesty and integrity. This Code of Business Conduct (this “Code”) is designed to fulfill this mandate. It is also intended to help each of us focus on the duty we owe to each other, to Liberty Global’s stockholders and to others with whom we do business to conduct ourselves honestly and ethically.

This Code applies to each of Liberty Global and to all other companies in which Liberty Global directly or indirectly owns and has the right to vote shares or other interests representing more than 50% of the voting power of such companies (the “Controlled Companies”) with respect to the election of directors or similar officials, and to the directors, officers and employees thereof (referred to collectively as “employees”). Any reference to “the Company” in this Code includes Liberty Global and its Controlled Companies unless otherwise indicated. Notwithstanding the foregoing, unless otherwise determined by the Board of Directors of Liberty Global, this Code does not apply to (i) any Controlled Company and its employees if the Controlled Company is an “issuer” as defined in Section 2(a)(7) of the Sarbanes-Oxley Act of 2002 (generally, a company that files disclosure documents with the Securities and Exchange Commission (“SEC”)), or (ii) any other Controlled Company that is excluded from the application of the Code by the Board of Directors of Liberty Global; provided, however, that such Controlled Company has its own code of business conduct or one or more equivalent policies, which have been approved by its board of directors.
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Company Assets

Company assets should be safeguarded and used for Company business only, except (when properly authorized) for limited personal use that does not interfere with the Company’s business. This includes protection of the Company’s physical facilities, office equipment (for example, all computer-related equipment, furniture and supplies), computer software, records, intellectual property rights and third party information. We also must safeguard the Company’s trademarks and other proprietary information, as discussed in the section “Confidential Information.”

Compliance with Laws

In conducting our business, the Company and every employee must obey and comply with applicable laws, rules and regulations. It is your job to be aware of those rules and to comply with the legal requirements affecting you and your job.

Our obligation to comply with applicable legal requirements means, among other things, that we will comply with laws applicable to the buying and selling of securities. In the course of your employment or service with the Company, you may become aware of material non-public information about the Company or one of its vendors, customers or other companies with which the Company may have dealings. Information is “material” if it might be useful to an investor in deciding to buy or sell securities of the company in question. Persons who have access to such information are often referred to as “insiders.” You should only discuss material non-public information with other employees on a limited, “need to know” basis. You should not share such information with others outside the Company, including family or friends, other than persons, such as outside counsel and others engaged by the Company to provide assistance, and then only on a “need to know” basis.

You should not trade, for yourself or for others, in securities of a company, including the Company, if you are in possession of material non-public information about that company, and should not share (sometimes referred to as “tipping”) such information with others (this includes family and friends). “Insider trading” and “tipping” are serious violations of law and can result in severe sanctions, including criminal penalties.

If you have any questions regarding compliance with these laws and principles, please call your Corporate Compliance Officer immediately. Remember that compliance with this Code is your responsibility.
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Confidential Information

You shall not, during or after your employment or service as a director with the Company, disclose to or use for the benefit of any person or entity other than the Company, any Company confidential information that you develop or receive during employment or service. “Confidential information” refers to information that is not available to the public. For example, Company confidential information includes:

•  trade secrets, research and development information, product and marketing plans;

•  personnel data, financial data, product and service specifications, prototypes, software, models, business planning models, customer lists;

•  information relating to current and future business plans, strategies and methods, divestitures, mergers, acquisitions and marketing and sales plans and data;

•  technical and engineering information; and

•  other information relating to the Company, its subsidiaries or its customers.

If you are unsure about the confidential nature of specific information you must ask your supervisor or Corporate Compliance Officer for clarification. You must return to the Company all Company confidential information when your employment ends.

You should use reasonable care to protect the confidentiality of all Company confidential information, and should not disclose Company confidential information, except when disclosure is authorized or legally required. This means that you should exercise care when discussing Company matters in the presence of third parties, and should contact your Corporate Compliance Officer before disclosing Company confidential information to a third party. Company confidential information should never be disclosed for personal profit or for the advantage of yourself or anyone else.

Also, you should not accept or authorize another employee to accept any confidential information from any third party without approval of your supervisor or Corporate Compliance Officer. If you have third party confidential information, you must take care to observe the terms of any agreement under which such confidential information has been received from the third party, and not to violate the rights of the third party. This includes using software and information only in accordance with applicable licenses or other rights of use. Particular care should be taken when dealing with competitors and former employees. You must never knowingly request, accept, use or disclose, or authorize another employee to do so, the confidential information of these parties unless you have consulted with your supervisor or Corporate Compliance Officer. In addition, you may not disclose, or induce any other employee to disclose, any former employer’s confidential information, or ask a third party to violate a non-compete or non-disclosure agreement.

In conducting our business, the Company and each employee must comply with laws and other legal requirements governing rights to and protection of patents, copyrights, trademarks, trade secrets and other forms of intellectual property owned by the Company and third parties.

Revealing confidential information of the Company or of a third party, knowingly or unknowingly (such as through casual conversation), is a violation of the standards contained in this Code.
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Conflicts of Interest

You must avoid any situation that involves or may involve a conflict between your personal interest and the interest of the Company. A conflict of interest occurs when personal interests interfere with your ability to (i) exercise good judgment concerning the best interests of the Company as a whole or (ii) do your job at the Company in a way that is in the best interest of the Company as a whole. You may not use Company property, information or position for personal gain, including by taking for yourself business opportunities that are discovered through the use of Company property, information or position. You must make prompt and full disclosure in writing to senior management of any potential conflict of interest situation and receive written approval from senior management regarding the situation. You should avoid even the appearance of such a conflict.

Examples of conflict situations include:

•  Ownership, directly or indirectly (including through family members), of more than a modest financial interest in any outside entity that does or seeks to do business with the Company or a competitor of the Company.

•  Serving as a director, officer, partner, consultant, or in a managerial or technical capacity with an outside entity that does or is seeking to do business with the Company or a competitor of the Company.

•  Acting as a broker, finder, go-between or otherwise for the benefit of a third party in transactions involving or potentially involving the Company or its interests.

•  Buying or selling assets to/from the Company.

•  Using Company-owned assets for other than Company-related business.

•  Business relationships between the Company and any person who is a relative or personal friend or an entity controlled by any such person.

•  Competing or preparing to compete with the Company while still employed by the Company.

There are other situations in which a conflict of interest may arise. If you have any question regarding whether a type of action may create a conflict of interest situation, you should consult your Corporate Compliance Officer. Also, if you become aware of any transaction or relationship that could reasonably be expected to give rise to such a conflict of interest, or if you have concerns about any situation, follow the steps outlined in the section “Reporting Ethical Violations.”

Any transaction or other conflict of interest situation involving an employee, if fully disclosed and approved by an appropriate Company decision-maker designated by the Company, will not be deemed to violate this Code. If the situation in question involves a transaction required to be disclosed by Liberty Global pursuant to Item 404 of Regulation S-K of the Rules and Regulations of the SEC, the transaction must be approved by the Audit Committee of the Board of Directors of Liberty Global or another independent body of that Board. Item 404 generally covers transactions involving Liberty Global or one of its subsidiaries in which a director or executive officer of Liberty Global, a nominee for director, a record or beneficial owner of more than 5% of any class of Liberty Global’s voting securities or the immediate family of any of the foregoing persons has an interest.
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Fraudulent Activities

Fraudulent Activities encompass an array of irregularities and illegal acts characterized by intentional deception. Fraud can be perpetrated by persons outside as well as inside the Company. No one has the authority to commit illegal acts related to the Company. Fraudulent activities include acts that are not only a detriment to the Company, but also a detriment to third parties. Engaging in any act that involves fraud, theft, embezzlement or misappropriation of any property, including that of the Company, or any of its employees, suppliers or customers is strictly prohibited. It is the Company’s policy to ensure that incidents of fraud related to the Company are promptly investigated, reported and, where appropriate and authorized by applicable law, prosecuted. Some examples of fraudulent conduct are:

•  Falsification of financial records such as valuation of transactions, amount of income/loss, or failure to disclose financial information;

•  Acceptance of bribes or kickbacks, see the Section "Gifts, Entertainment and Bribes";

•  Diversion of potentially profitable transactions outside the Company;

•  Claims submitted for services or goods not actually provided to the Company or a third party;

•  Embezzlement; and

•  Intentional concealment or misrepresentation of events or information, including expense reimbursement.

Work Conduct

Conduct that interferes with operations of the Company, discredits the Company, or is offensive to third parties or coworkers will not be tolerated. You are expected to observe the highest standard of conduct in your relationships with other employees, shareholders, suppliers, government officials and the general public in order to represent the best interests of the Company. Appropriate employee conduct includes:

•  Refraining from behavior or conduct which is contrary to the Company's best interests;

•  Reporting to management suspicious, unethical, or illegal conduct by coworkers or suppliers; and

•  Reporting to management any threatening or potentially violent behavior by coworkers.

The following conduct violates the standards contained in this Code:

•  Engaging in or threatening any acts in violation of the Company's Workplace Violence Policy or Harassment Policy applicable to your business unit;

•  Committing any illegal act, except minor traffic offenses;

•  Being under the influence of alcohol, an intoxicant, illegal drug or narcotic while at work; having possession of, selling, giving or circulating alcohol, drugs or sources of drugs, intoxicants or narcotics to other employees. Moderate alcohol consumption at events provided by the Company is, however, permissible;

•  Stealing, destroying, defacing, or misusing Company property or another employee's property;

•  Misusing Company communications systems, including electronic mail, computers, internet, and telephones. Misuse includes excessive personal telephone calls or emails;

•  Disobedience or insubordination, or the use of abusive, threatening, or obscene language; and

•  Failing to comply with any Company policy applicable to your business unit.

The examples of prohibited behavior described above are not intended to be an all-inclusive list. Conduct prohibited by this Code may also constitute an illegal act, which can result in criminal prosecution.
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Gifts, Entertainment and Bribes

The Company expects you to conduct the Company’s business with integrity and to comply with all applicable laws in a manner that excludes considerations of personal advantage or gain. Employees shall maintain the highest ethical standards in the conduct of Company affairs.

•  Other than for modest gifts given or received in the normal course of business (including travel or entertainment), neither you nor your relatives may give gifts to, or receive gifts from, persons doing business with the Company. Other gifts may be given or accepted only with prior approval of your senior management. No gifts may be given or received unless doing so is in compliance with applicable law, does not violate any company Policy applicable to the giver or receiver and is consistent with accepted business practice and customs. In no event should you put the Company or yourself in a position that would be embarrassing if the gift was made public. In addition, you should refrain from taking or receiving gifts in circumstances that may give arise to an actual or apparent conflict of interest;

•  No gifts or business entertainment of any kind may be given to any government official without the prior approval of the applicable Corporate Compliance Officer. For such approval to be given, the gift must be in compliance with this Code and not in violation of the U.S. Foreign Corrupt Practices Act or the Company’s policies with respect thereto. The U.S. Foreign Corrupt Practices Act prohibits giving anything of value, directly or indirectly, to foreign government officials or foreign political candidates in order to obtain or retain business;

•  Subject to the foregoing, appropriate business entertainment in connection with business discussions or the development of business relationships is generally acceptable. Notwithstanding the foregoing, any entertainment that would cause a feeling or expectation of personal obligation should not be extended or accepted; and

• If an employee has any question regarding the type of gift or entertainment to be given or received, he or she should consult with the applicable Corporate Compliance Officer.

Any employee who offers, pays, solicits or receives any form of bribe, payoff, unlawful gratuity or kickback will be subject to appropriate disciplinary action consistent with relevant laws and regulations and, if warranted, will be reported to the appropriate authorities. A kickback or bribe includes any item intended to improperly obtain favorable treatment. In addition to being a violation of this Code, such conduct may subject the Company and the involved individuals to criminal penalties.
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Political Contributions

The laws of various jurisdictions to which the Company is subject prohibit or limit the making of political contributions by a corporation. In the case of United States federal law, for example, a corporation is prohibited from making any contribution to any candidate for federal office. This prohibition includes direct and indirect payments, regardless of whether they are given in cash, goods, services or by allowing a candidate to use the corporation’s facilities or equipment. Because of the complexity of these laws, no employee is authorized to make or solicit political contributions on behalf of or in the name of the Company or with Company funds without the prior approval of the applicable Corporate Compliance Officer. You may, however, engage in political activity with your own resources on your own time.

Disclosure

The Company is subject to extensive and complex accounting requirements. All of the Company’s books, records, accounts and financial statements should be maintained in reasonable detail, should appropriately reflect the Company’s transactions and should conform both to applicable legal requirements and to the Company’s system of internal controls.

Any filing by the Company with the SEC, as well as other public disclosures by or on behalf of the Company, should be timely and understandable and should be fair, accurate and complete in all material respects.

No employee should take any action intended to influence the Company’s auditors in an improper manner or to influence the conduct of an audit of Company financial statements.

Each employee involved in the Company’s disclosure process should be familiar with, and should comply with, the Company’s disclosure controls and procedures, including internal controls over financial reporting, in each case to the extent relevant to the employee’s responsibilities, so that the reports and other documents filed by the Company with the SEC will comply in all material respects with applicable federal securities laws and SEC rules. Each employee having authority regarding those SEC filings or other public communications concerning the Company’s business, results of operations, financial condition or prospects should consult with other Company employees and take other appropriate steps to assure, to the extent possible, that such disclosures will be made in a timely fashion and, when made, will be accurate and complete in all material respects.
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Reporting Ethical Violations

If you become aware of a suspected ethical violation, whether before or after it has occurred, you must promptly report it to your Corporate Compliance Officer. You may also discuss these matters with an immediate supervisor, a human resources manager or a member of the legal department of your business unit if different from the Corporate Compliance Officer. If you still are concerned after speaking with such person or feel uncomfortable speaking with such person (for whatever reason), you may contact the General Counsel of Liberty Global. Violations or any concerns or questions about potential violations relating to accounting, internal control or auditing matters should be reported promptly to a member of the Company’s Internal Audit Department, the Vice President, Compliance of Liberty Global, the General Counsel of Liberty Global or the Chairperson of the Audit Committee of Liberty Global’s Board of Directors. Violations or any concerns or questions about potential violations by any executive officer or director of Liberty Global should be promptly reported to the General Counsel of Liberty Global, the Chairperson of the Audit Committee of Liberty Global or the Chief Executive Officer of Liberty Global.

Reports of ethical violations will be kept confidential to the extent possible, consistent with the Company’s need to investigate and take action regarding the matter. Employees are also expected to keep information regarding such matters confidential and understand that they are expected to fully cooperate with any such investigation.

No Retaliation

The Company will not permit retaliation against any employee who, in good faith, seeks advice concerning, or who reports or complains of violations of, this Code or other illegal or unethical conduct. If, however, an employee makes a false report of a violation or of questionable behavior for the purpose of harming another person, the reporting employee will be subject to disciplinary action.

Amendment, Modification and Waiver

This Code may be amended, modified or waived by the Board of Directors of Liberty Global. Any waiver of the Code for directors or executive officers of Liberty Global will be promptly disclosed to the public if required by and in accordance with applicable legal requirements.

Conclusion

reputation. Of course, doing the right thing is not always easy. Many situations will involve subtleties and complexities that lead to difficult choices. When in doubt, take a step back to ask yourself whether the situation feels right, and consider whether you feel confident that your actions would withstand scrutiny. If necessary, take another careful look at this Code for guidance and seek advice from a supervisor or other colleague. Your actions should not have even the appearance of impropriety. You should be able to feel comfortable that your actions would not embarrass yourself, your colleagues or the Company’s stockholders should it turn out that your conduct becomes “front page” news.

Any employee who ignores or violates any provision of this Code, and any manager who penalizes a subordinate for trying to follow this Code, will be subject to appropriate disciplinary action consistent with relevant laws and regulations. Simply put, the Company seeks to employ people who believe that honest and ethical behavior is not only good business, but also the right thing to do personally.

Liberty Global, Inc. reserves the right to amend or cancel this Policy at any time.
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