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UPC Holding B.V. Condensed Consolidated Financial Statements UPC HOLDING B.V. Condensed Consolidated Financial Statements March 31, 2010 UPC Holding B.V. Boeing Avenue 53 1119PE, Schiphol-Rijk The Netherlands UPC HOLDING B.V. INDEX Page Number CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Condensed Consolidated Balance Sheets as of March 31, 2010 and December 31, 2009 (unaudited) ................................................................................................................... 1 Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2010 and 2009 (unaudited) ....................................................................................... 3 Condensed Consolidated Statements of Comprehensive Loss for the Three Months Ended March 31, 2010 and 2009 (unaudited) ............................................................................. 4 Condensed Consolidated Statement of Owners’ Deficit for the Three Months Ended March 31, 2010 (unaudited) ...................................................................................................... 5 Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2010 and 2009 (unaudited) ....................................................................................... 6 Notes to Condensed Consolidated Financial Statements (unaudited)...................................... 8 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS ....................................................................................... 40 UPC HOLDING B.V. CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited) March 31, December 31, 2010 2009 in millions ASSETS Current assets: Cash and cash equivalents ................................................................................................ € 135.1 € 159.7 Trade receivables, net ...................................................................................................... 270.6 385.6 Receivables – related party (note 11) ................................................................................ 4.3 7.5 Deferred income taxes ...................................................................................................... 45.1 49.0 Derivative instruments (note 5) ......................................................................................... 83.9 107.6 Other current assets ......................................................................................................... 78.1 66.8 Total current assets ....................................................................................................... 617.1 776.2 Restricted cash (note 8) ..................................................................................................... — 318.2 Investments (note 4) ......................................................................................................... 30.0 30.7 Property and equipment, net (note 7) ................................................................................. 3,896.6 3,864.3 Goodwill (note 7) ............................................................................................................... 4,875.0 4,761.1 Intangible assets subject to amortization, net (note 7) ......................................................... 421.4 445.9 Other assets, net (note 5) .................................................................................................. 264.7 315.2 Total assets ................................................................................................................... € 10,104.8 € 10,511.6 The accompanying notes are an integral part of these condensed consolidated financial statements. 1 UPC HOLDING B.V. CONDENSED CONSOLIDATED BALANCE SHEETS - continued (unaudited) March 31, December 31, 2010 2009 in millions LIABILITIES AND OWNERS’ DEFICIT Current liabilities: Accounts payable: Third party .................................................................................................................... € 194.4 € 184.6 Related party (note 11) .................................................................................................. 8.0 12.6 Accrued liabilities: Third party .................................................................................................................... 525.2 481.9 Related party (note 11) .................................................................................................. 27.5 6.1 Deferred revenue and advance payments from subscribers and others................................ 387.9 418.6 Current portion of debt and capital lease obligations (note 8) ............................................. 5.5 14.4 Derivative instruments (note 5) ......................................................................................... 369.8 415.7 Total current liabilities ................................................................................................... 1,518.3 1,533.9 Long-term debt and capital lease obligations (note 8): Third party .................................................................................................................... 7,967.5 8,202.7 Related party (note 11) .................................................................................................. 8,286.4 8,331.4 Other long-term liabilities (notes 5 and 11) .......................................................................... 1,024.3 852.4 Total liabilities ............................................................................................................... 18,796.5 18,920.4 Commitments and contingencies (notes 12) Owners’ deficit: Parent’s deficit: Distributions and accumulated losses in excess of contributions ....................................... (8,958.8) (8,600.2) Accumulated other comprehensive earnings, net of taxes ................................................ 101.2 30.7 Total parent’s deficit .................................................................................................... (8,857.6) (8,569.5) Noncontrolling interests .................................................................................................... 165.9 160.7 Total owners’ deficit ..................................................................................................... (8,691.7) (8,408.8) Total liabilities and owners’ deficit ............................................................................. € 10,104.8 € 10,511.6 The accompanying notes are an integral part of these condensed consolidated financial statements. 2 UPC HOLDING B.V. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited) Three months ended March 31, 2010 2009 (a) in millions Revenue (note 11) ........................................................................................................... € 894.5 € 849.4 Operating costs and expenses: Operating (other than depreciation and amortization) (including stock-based compensation) (notes 10 and 11) ............................................................................. 329.1 312.4 Selling, general and administrative (SG&A) (including stock-based compensation) (notes 10 and 11) .................................................................................................... 147.2 136.2 Related-party fees and allocations, net (note 11) .......................................................... 8.3 9.7 Depreciation and amortization ..................................................................................... 245.9 260.8 Impairment, restructuring and other operating charges, net (note 7) ............................. 1.9 3.6 732.4 722.7 Operating income .............................................................................................. 162.1 126.7 Non-operating income (expense): Interest expense: Third party .............................................................................................................. (111.7) (89.8) Related party (note 11) ........................................................................................... (98.6) (160.0) Interest income .......................................................................................................... 2.7 6.2 Realized and unrealized losses on derivative instruments, net (note 5) ........................... (285.7) (45.1) Foreign currency transaction losses, net ....................................................................... (10.1) (240.2) Realized and unrealized gains (losses) due to changes in fair values of certain investments, net (notes 4 and 6) .............................................................................. (0.6) 1.4 Other income (expense), net ....................................................................................... 3.2 (0.6) (500.8) (528.1) Loss from continuing operations before income taxes ........................................................ (338.7) (401.4) Income tax benefit (expense) (note 9) .............................................................................. (10.9) 14.1 Loss from continuing operations .................................................................................. (349.6) (387.3) Earnings from discontinued operations, net of taxes (note 3) .............................................. — 2.3 Net loss ................................................................................................................... (349.6) (385.0) Net loss (earnings) attributable to noncontrolling interests ................................................. (3.4) 4.0 Net loss attributable to parent ..................................................................................
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