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UPC Holding B.V. Consolidated Financial UPC HOLDING B.V. Consolidated Financial Statements December 31, 2009 Recasted to reflect the presentation of the centralization of the direct-to-home operations UPC Holding B.V. Boeing Avenue 53 1119PE, Schiphol-Rijk The Netherlands UPC HOLDING B.V. TABLE OF CONTENTS Page Number I. CONSOLIDATED FINANCIAL STATEMENTS Independent Auditor’s Report ............................................................................................ I-1 Consolidated Balance Sheets as of December 31, 2009 and 2008.......................................... I-2 Consolidated Statements of Operations for the Years Ended December 31, 2009, 2008 and 2007 ...................................................................................................................... I-4 Consolidated Statements of Comprehensive Loss for the Years Ended December 31, 2009, 2008 and 2007 .............................................................................................................. I-5 Consolidated Statement of Owners’ Deficit for the Years Ended December 31, 2009, 2008 and 2007 ...................................................................................................................... I-6 Consolidated Statements of Cash Flows for the Years Ended December 31, 2009, 2008 and 2007 ...................................................................................................................... I-9 Notes to Consolidated Financial Statements ........................................................................ I-11 II. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS ............................................................................ II-1 Independent Auditor’s Report To the Board of Directors of UPC Holding B.V. We have audited the accompanying consolidated balance sheets of UPC Holding B.V. (a B.V. registered in the Netherlands) and subsidiaries (the Company) as of December 31, 2009 and 2008, and the related consolidated statements of operations, comprehensive loss, owner’s deficit, and cash flows for the years ended December 31, 2009, 2008 and 2007. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of UPC Holding B.V. and subsidiaries as of December 31, 2009 and 2008, and the results of their operations and their cash flows for the years ended December 31, 2009, 2008 and 2007, in conformity with U.S. generally accepted accounting principles. As discussed in note 2, in 2008 UPC Holding B.V changed its method of accounting for certain investments. In 2007, UPC Holding B.V. changed its method of accounting for income tax uncertainties. As discussed in note 2 (SFAS 160), UPC Holding B.V. adopted SFAS 160, “Non Controlling Interests in Consolidated Financial Statements” (SFAS 160), subsequently codified within FASB ASC Topic 810, Consolidation (FASB ASC 810) as of January 1, 2009 and recasted the consolidated financial statements for all periods presented to give retrospective effect to the adoption of SFAS 160. As discussed in note 4, UPC Holding B.V. transferred 100% of its interest in two of its wholly-owned indirect subsidiaries, Liberty Global Europe BV (LG Europe) and Liberty Global Europe Ltd. (LGE Ltd.) to another indirect subsidiary of LGI and recasted the consolidated financial statements for all periods presented to give retrospective effect to the transfer. As discussed in note 5, UPC Holding B.V. sold 100% of its interest in UPC Slovenia on July 15, 2009 and recasted the consolidated financial statements for all periods presented to give retrospective effect to the discontinued operations of UPC Slovenia. As discussed in note 18, UPC Holding B.V. centralized the direct to home operations and recasted the information regarding their operating segments for all periods presented to give retrospective effect to the centralization of UPC Europe’s direct to home operations. Amstelveen, the Netherlands, March 23, 2010, except as to note 18, which is as of August 3, 2010. KPMG ACCOUNTANTS N.V. I-1 UPC HOLDING B.V. CONSOLIDATED BALANCE SHEETS December 31, 2009 2008 (a) in millions ASSETS Current assets: Cash and cash equivalents .................................................................................... € 159.7 € 108.6 Trade receivables, net ........................................................................................... 385.6 427.1 Receivables – related party (note 14) ..................................................................... 7.5 8.0 Deferred income taxes (note 11)............................................................................ 49.0 41.4 Derivative instruments (note 7).............................................................................. 107.6 134.1 Other current assets ............................................................................................ 66.8 78.9 Total current assets........................................................................................... 776.2 798.1 Restricted cash (note 10) .......................................................................................... 318.2 330.2 Investments (note 6) ................................................................................................ 30.7 31.1 Property and equipment, net (note 9) ........................................................................ 3,864.3 3,974.4 Goodwill (note 9) ..................................................................................................... 4,761.1 4,817.0 Intangible assets subject to amortization, net (note 9) ............................................... 445.9 594.8 Other assets, net (notes 7, 9, and 11) ....................................................................... 315.2 302.9 Total assets ..................................................................................................... € 10,511.6 € 10,848.5 ________________ (a) As restated. See note 4. The accompanying notes are an integral part of these consolidated financial statements. I-2 UPC HOLDING B.V. CONSOLIDATED BALANCE SHEETS — (Continued) December 31, 2009 2008 (a) in millions LIABILITIES AND OWNERS’ DEFICIT Current liabilities: Accounts payable: Third party ......................................................................................................... € 184.6 € 265.5 Related party (note 14) ...................................................................................... 12.6 16.8 Accrued liabilities: Third party ......................................................................................................... 481.9 492.1 Related party (note 14) ...................................................................................... 6.1 3.6 Deferred revenue and advance payments from subscribers and others..................... 418.6 441.0 Current portion of debt and capital lease obligations (note 10)................................. 14.4 12.7 Derivative instruments (note 7) .............................................................................. 415.7 274.8 Total current liabilities ........................................................................................ 1,533.9 1,506.5 Long-term debt and capital lease obligations (note 10): Third party ............................................................................................................ 8,202.7 7,775.1 Related party (note 14) .......................................................................................... 8,331.4 8,418.7 Deferred tax liabilities (note 11) .................................................................................. 10.9 87.1 Other long-term liabilities (note 7) .............................................................................. 841.5 671.5 Total liabilities ................................................................................................ 18,920.4 18,458.9 Commitments and contingencies (notes 10, 11, 13 and 17) Owners’ deficit (note 12): Parent’s deficit: Distributions and accumulated losses in excess of contributions............................... (8,600.2) (7,699.2) Accumulated other comprehensive earnings (loss), net of taxes (note 16)................ 30.7 (49.6) Total parent’s deficit ........................................................................................... (8,569.5) (7,748.8) Noncontrolling
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