<PAGE>
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                                 UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                            ------------------------

                                   FORM 10-Q

<TABLE>
<C>        <S>
   /X/     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
           SECURITIES EXCHANGE ACT OF 1934
</TABLE>

                 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2001.

                                       OR

<TABLE>
<C>        <S>
   / /     TRANSITION REPORT PURSUANT TO THE SECTION 13 OR 15(d) OF
           THE SECURITIES EXCHANGE ACT 1934
</TABLE>

        FROM THE TRANSITION PERIOD FROM ______________ TO ______________

                        COMMISSION FILE NUMBER 333-20307

                            ------------------------

                          POLAND COMMUNICATIONS, INC.
             (Exact Name of Registrant as Specified in Its Charter)

<TABLE>
<S>                                            <C>
               NEW YORK                                     06-1070447
    (State or Other Jurisdiction of                       (IRS Employer
    Incorporation of Organization)                     Identification No.)

          4643 ULSTER STREET
              SUITE 1300
           DENVER, COLORADO                                   80237
    (Address of Principal Executive                         (Zip Code)
               Officers)
</TABLE>

       REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (303) 770-4001

    Indicate by check (X) whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days Yes /X/  No / /

    The number of shares outstanding of Poland Communications, Inc.'s common
stock as of March 31, 2001, was:

                             Common Stock    18,948

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<PAGE>
                          POLAND COMMUNICATIONS, INC.
                                FORM 10-Q INDEX
                 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2001

<TABLE>
<CAPTION>
                                                              PAGE NO.
                                                              --------
<S>                                                           <C>
PART I  FINANCIAL INFORMATION

  Item 1. Financial Statements
        Poland Communications, Inc.

          Consolidated Balance Sheets.......................     3-4
          Consolidated Statements of Operations.............       5
          Consolidated Statements of Comprehensive Loss.....       6
          Consolidated Statements of Cash Flows.............       7
          Notes to Consolidated Financial Statements........       8

        Poland Cablevision (Netherlands) B.V.

          Consolidated Balance Sheets.......................   13-14
          Consolidated Statements of Operations.............      15
          Consolidated Statements of Comprehensive Loss.....      16
          Consolidated Statements of Cash Flows.............      17
          Notes to Consolidated Financial Statements........      18

  Item 2. Management's Discussion and Analysis of Financial
  Condition and
        Results of Operations...............................   24-29

  Item 3. Quantitative and Qualitative Disclosures About
    Market Risk.............................................      29

PART II  OTHER INFORMATION

  Item 1. Legal Proceedings.................................      31

  Item 2. Changes in Securities and Use of Proceeds.........      31

  Item 3. Defaults Upon Senior Securities...................      31

  Item 4. Submission of Matters to a Vote of Security
    Holders.................................................      31

  Item 5. Other Information.................................      31

  Item 6. Exhibits and Reports on Form 8-K..................      31
</TABLE>
<PAGE>
                          POLAND COMMUNICATIONS, INC.
                          CONSOLIDATED BALANCE SHEETS
                                     ASSETS

<TABLE>
<CAPTION>
                                                               MARCH 31,    DECEMBER 31,
                                                                 2001           2000
                                                              -----------   ------------
                                                              (UNAUDITED)
                                                                    (IN THOUSANDS)
<S>                                                           <C>           <C>
Current assets:
  Cash and cash equivalents.................................    $  2,339      $  1,442
  Trade accounts receivable, net of allowance for doubtful
    accounts of $5,714 in 2001 and $4,937 in 2000...........       7,218         8,968
  VAT recoverable...........................................          --           241
  Prepayments...............................................         672           510
  Due from UPC affiliates...................................         513            --
  Other current assets......................................         332           192
                                                                --------      --------
      Total current assets..................................      11,074        11,353
                                                                --------      --------
Property, plant and equipment:
  Cable television systems assets...........................     155,712       151,417
  Construction in progress..................................       6,962         6,179
  Vehicles..................................................         757           707
  Other.....................................................      11,403        12,109
                                                                --------      --------
                                                                 174,834       170,412
  Less accumulated depreciation.............................     (34,368)      (28,147)
                                                                --------      --------
      Net property, plant and equipment.....................     140,466       142,265
Inventories for construction................................       6,310         5,686
Intangibles, net............................................     358,743       359,568
                                                                --------      --------
      Total assets..........................................    $516,593      $518,872
                                                                ========      ========
</TABLE>

     See accompanying notes to unaudited consolidated financial statements.

                                       3
<PAGE>
                          POLAND COMMUNICATIONS, INC.
                    CONSOLIDATED BALANCE SHEETS (CONTINUED)
                      LIABILITIES AND STOCKHOLDER'S EQUITY

<TABLE>
<CAPTION>
                                                               MARCH 31,    DECEMBER 31,
                                                                 2001           2000
                                                              -----------   ------------
                                                              (UNAUDITED)
                                                                    (IN THOUSANDS)
<S>                                                           <C>           <C>
Current liabilities:
  Accounts payable and accrued expenses.....................    $ 20,687      $ 28,343
  Accrued interest..........................................         591           236
  Deferred revenue..........................................       2,256         2,182
  Due to affiliates and parent..............................      43,492        38,316
                                                                --------      --------
      Total current liabilities.............................      67,026        69,077
                                                                --------      --------
Long-term liabilities:
  Notes payable and other payables to parent................      22,812        23,269
  Notes payable.............................................      15,209        15,344
                                                                --------      --------
      Total liabilities.....................................     105,047       107,690
                                                                --------      --------
Redeemable preferred stock (liquidation value $60,000,000;
  6,000 shares authorized, issued and outstanding)..........      39,975        38,858
Mandatorily Redeemable Debenture Stock, 30,000 shares
  authorized; 14,000 shares issued and outstanding
  (including accrued dividend)..............................     160,480       156,566

Commitments and contingencies (note 7)

Stockholder's equity:
  Common stock, $.01 par value; 27,000 shares authorized,
    18,948 shares issued and outstanding....................           1             1
  Paid-in capital...........................................     336,527       332,579
  Accumulated other comprehensive loss......................     (32,653)      (37,182)
  Accumulated deficit.......................................     (92,784)      (79,640)
                                                                --------      --------
      Total stockholder's equity............................     211,091       215,758
                                                                --------      --------
      Total liabilities and stockholder's equity............    $516,593      $518,872
                                                                ========      ========
</TABLE>

     See accompanying notes to unaudited consolidated financial statements.

                                       4
<PAGE>
                          POLAND COMMUNICATIONS, INC.
                     CONSOLIDATED STATEMENTS OF OPERATIONS
                                  (UNAUDITED)

<TABLE>
<CAPTION>
                                                            THREE MONTHS ENDED   THREE MONTHS ENDED
                                                              MARCH 31, 2001       MARCH 31, 2000
                                                            ------------------   ------------------
                                                             (IN THOUSANDS, EXCEPT PER SHARE DATA)
<S>                                                         <C>                  <C>
Cable television revenue..................................       $ 18,728             $ 16,853
Operating expenses:
  Direct operating expenses charged by third parties......          5,884                5,516
  Direct operating expenses charged by affiliate..........          6,476                6,069
  Selling, general and administrative expenses............          6,616                4,220
  Depreciation and amortization...........................         13,112               11,505
                                                                 --------             --------
Total operating expenses..................................         32,088               27,310
                                                                 --------             --------
  Operating loss..........................................        (13,360)             (10,457)
Interest and investment income............................             57                   67
Interest expense..........................................           (607)                (612)
Non operating expense.....................................           (205)                  --
Foreign exchange gain/(loss), net.........................          1,007                 (430)
                                                                 --------             --------
  Loss before income taxes................................        (13,108)             (11,432)
Income tax expense........................................            (36)                 (18)
                                                                 --------             --------
  Net loss................................................        (13,144)             (11,450)
  Accretion of redeemable preferred stock.................         (1,117)                (997)
  Accrued dividend on Mandatorily Redeemable
  Debenture Stock.........................................         (3,914)              (3,500)
                                                                 --------             --------
Net loss applicable to holder of common stock.............       $(18,175)            $(15,947)
                                                                 ========             ========
Basic and diluted loss per common share...................       $(959.20)            $(841.62)
                                                                 ========             ========
</TABLE>

     See accompanying notes to unaudited consolidated financial statements.

                                       5
<PAGE>
                          POLAND COMMUNICATIONS, INC.
                 CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
                                  (UNAUDITED)

<TABLE>
<CAPTION>
                                                            THREE MONTHS ENDED   THREE MONTHS ENDED
                                                              MARCH 31, 2001       MARCH 31, 2000
                                                            ------------------   ------------------
                                                                        (IN THOUSANDS)
<S>                                                         <C>                  <C>
Net loss..................................................       $(13,144)            $(11,450)
Other comprehensive income:
Translation adjustment....................................          4,529                  850
                                                                 --------             --------
Comprehensive loss........................................       $ (8,615)            $(10,600)
                                                                 ========             ========
</TABLE>

     See accompanying notes to unaudited consolidated financial statements.

                                       6
<PAGE>
                          POLAND COMMUNICATIONS, INC.
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (UNAUDITED)

<TABLE>
<CAPTION>
                                                            THREE MONTHS ENDED   THREE MONTHS ENDED
                                                              MARCH 31, 2001       MARCH 31, 2000
                                                            ------------------   ------------------
                                                                        (IN THOUSANDS)
<S>                                                         <C>                  <C>
Cash flows from operating activities:
  Net loss................................................       $(13,144)            $(11,450)
  Adjustments to reconcile net loss to net cash provided
    by operating activities:
    Depreciation and amortization.........................         13,112               11,505
    Other.................................................           (311)                  --
    Changes in operating assets and liabilities:
      Accounts receivable.................................          1,750                  347
      Other current assets................................           (804)                 964
      Accounts payable....................................         (1,947)              (6,699)
      Accrued interest....................................            355                  365
      Amounts due to affiliates...........................          7,015                4,770
      Amounts due from UPC affiliates.....................           (513)                  --
      Deferred revenue....................................             74                  226
                                                                 --------             --------
        Net cash provided by operating activities.........          5,587                   28
Cash flows from investing activities:
  Construction and purchase of property, plant and
    equipment.............................................         (8,989)              (3,753)
  Notes receivable from affiliate.........................             --                   --
  Purchase of intangibles.................................             --                   --
                                                                 --------             --------
        Net cash used in investing activities.............         (8,989)              (3,753)
Cash flows from financing activities:
  Proceeds from parent....................................          4,352                7,243
  Repayment of notes payable..............................           (109)                (230)
                                                                 --------             --------
        Net cash provided by financing activities.........          4,243                7,013
        Net increase in cash and cash equivalents.........            841                3,288
Effect of exchange rates on cash and cash equivalents.....             56                   (2)
Cash and cash equivalents at beginning of period..........          1,442                3,374
                                                                 --------             --------
Cash and cash equivalents at end of period................       $  2,339             $  6,660
                                                                 ========             ========
Supplemental cash flow information:
  Cash paid for interest..................................       $     99             $     22
                                                                 ========             ========
  Cash paid for income taxes..............................       $     36             $     13
                                                                 ========             ========
</TABLE>

     See accompanying notes to unaudited consolidated financial statements.

                                       7
<PAGE>
                          POLAND COMMUNICATIONS, INC.
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

                            MARCH 31, 2001 AND 2000

1. BASIS OF PRESENTATION

    The information furnished by Poland Communications, Inc. and its
subsidiaries ("PCI" or the "Company") has been prepared in accordance with
generally accepted accounting principles in the United States ("U.S. GAAP") and
the rules and regulations of the Securities and Exchange Commission (the "SEC").
Certain information and footnote disclosures normally included in annual
financial statements prepared in accordance with U.S. GAAP have been condensed
or omitted pursuant to the rules and regulations. The accompanying consolidated
balance sheets, statements of operations, statements of comprehensive loss and
statements of cash flows are unaudited but in the opinion of management reflect
all adjustments which are necessary for a fair statement of the Company's
consolidated results of operations and cash flows for the interim periods and
the Company's financial position as of March 31, 2001. The accompanying
unaudited consolidated financial statements should be read in conjunction with
the audited consolidated financial statements and the notes thereto included in
the Company's 2000 Annual Report on Form 10-K filed with the SEC (the "2000
Annual Report"). The interim financial results are not necessarily indicative of
the results of the full year.

2. CONSUMMATION OF UPC TENDER OFFER AND MERGER

    On June 2, 1999, UPC Polska, Inc. (formerly @ Entertainment, Inc.), the
Company's parent, entered into an Agreement and Plan of Merger (the "Merger
Agreement") with United Pan-Europe Communications N.V. ("UPC"), whereby UPC and
its wholly-owned subsidiary, Bison Acquisition Corp. ("Bison"), initiated a
tender offer to purchase all of the outstanding shares of UPC Polska in an all
cash transaction valuing UPC Polska's shares of common stock at $19.00 per
share.

    The tender offer, initiated pursuant to the Merger Agreement, closed at
12:00 midnight on August 5, 1999. On August 6, 1999, Bison reported that it had
accepted for payment a total of 33,701,073 shares of UPC Polska's common stock
(including 31,208 shares tendered pursuant to notices of guaranteed delivery)
representing approximately 99% of UPC Polska's outstanding shares of common
stock (the "Acquisition"). In addition, UPC acquired 100% of the outstanding
Series A and Series B 12% Cumulative Preference Shares of UPC Polska and
acquired all of the outstanding warrants and stock options.

    Also on August 6, 1999, Bison was merged with and into UPC Polska with UPC
Polska continuing as the surviving corporation (the "Merger"). Accordingly, UPC
Polska became a wholly-owned subsidiary of UPC. UnitedGlobalCom, Inc. is the
majority stockholder of UPC. The Company believes that a Change of Control (as
defined in the indentures governing the UPC Polska and PCI notes) occurred on
August 6, 1999 as a result of the Acquisition and Merger.

    The Acquisition was accounted for under the purchase method of accounting,
with all of the purchase accounting adjustments "pushed-down" to the
consolidated financial statements of UPC Polska. Accordingly, the purchase price
was allocated to the underlying assets and liabilities based upon their
estimated fair values and any excess to goodwill. UPC Polska restated some of
its assets and liabilities at August 5, 1999. At this date, the notes of UPC
Polska and PCI were restated to reflect the market value and as a result were
increased by $61.9 million and deferred financing costs of $16.1 million and
deferred revenues of $2.0 million were written down to zero. The consideration
paid by UPC for all outstanding shares, warrants and options totaled
$812.5 million. At this time UPC Polska had negative net assets of approximately
$53.3 million and existing goodwill at net book value of $37.5 million, which
was realized on previous transactions. As a result of the above considerations,
UPC realized goodwill of approximately $979.3 million. As a result of the
Acquisition, UPC pushed down its basis to UPC Polska establishing a new basis of
accounting as of the acquisition date. During

                                       8
<PAGE>
                          POLAND COMMUNICATIONS, INC.
        NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                            MARCH 31, 2001 AND 2000

the year ended December 31, 2000 this figure increased by $12.3 million to
$991.6 million mainly due to the results of an arbitration between UPC Polska
and Telewizyjna Korporacja Partycypacyjna ("TKP"). UPC Polska allocated goodwill
between the business segments based on the investment model used for
acquisition. The Company was allocated approximately $417.1 million of goodwill.

3. FINANCIAL POSITION AND BASIS OF ACCOUNTING

    These consolidated financial statements have been prepared on a going
concern basis which contemplates the continuation and expansion of trading
activities as well as the realization of assets and liquidation of liabilities
in the ordinary course of business. Cable television operators typically
experience losses and negative cash flow in their initial years of operation due
to the large capital investment required for the construction or acquisition of
their cable networks and the administrative costs associated with commencing
operations. Consistent with this pattern, the Company has incurred substantial
operating losses since inception (1990). As of March 31, 2001, the Company had
negative working capital. Additionally, the Company is currently and is expected
to continue to be highly leveraged. The ability of the Company to meet its debt
service obligations will depend on the future operating performance and
financial results of the Company as well as its ability to obtain additional
third party financing to support the planned expansion, as well as obtaining
additional financing from its ultimate parent, UPC. The Company's current cash
on hand will be insufficient to satisfy all of its commitments and to complete
its current business plan.

    Management of the Company believes that significant opportunities exist for
pay television providers capable of delivering high quality, Polish-language
programming on a multi-channel basis and other services on cable (i.e. data and
telephones). As such, the Company has focused its financial and business efforts
toward its position in the cable market. The Company's business strategy is
designed to increase its market share and subscriber base and to maximize
revenue per subscriber. To accomplish its objectives and to capitalize on its
competitive advantages, the Company intends to (i) develop and control the
content of programming on its cable systems; (ii) increase its distribution
capabilities through internal growth and through acquisitions; and
(iii) control its management of subscribers by using advanced information
systems; and (iv) provide additional revenue generating services to its
customers. If the Company's plans or assumptions change, if its assumptions
prove inaccurate, if it consummates unanticipated investments in or acquisitions
of other companies, if it experiences unexpected costs or competitive pressures,
or if existing cash, and projected cash flow from operations prove to be
insufficient, the Company may need to obtain greater amounts of additional
financing. While it is the Company's intention to enter only into new financing
or refinancing that it considers advantageous, there can be no assurance that
such sources of financing would be available to the Company in the future, or,
if available, that they could be obtained on terms acceptable to the Company.
The Company is solely dependent on its ultimate parent, UPC, to provide
financing to achieve the Company's business strategy. UPC has declared that it
will continue to financially support PCI and its subsidiaries as a going
concern, and accordingly enable the Company and its subsidiaries to meet their
financial obligations if and when needed, for the period at least through
January 31, 2002.

    Several of the Company's Polish subsidiaries have statutory shareholders'
equity less than the legally prescribed limits because of accumulated losses. As
required by Polish law, the management of these companies will have to make
decisions on how to increase the shareholders' equity to be in compliance with
the Polish Commercial Code. The Company is currently considering several
alternatives, including the conversion of intercompany debt into equity, in
order to resolve these deficiencies.

                                       9
<PAGE>
                          POLAND COMMUNICATIONS, INC.
        NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                            MARCH 31, 2001 AND 2000

4. IMPACT OF A NEW ACCOUNTING STANDARD ADOPTION

    Effective January 1, 2001, the Company adopted SFAS 133, which establishes
accounting and reporting standards for derivative instruments, including certain
derivative instruments embedded in other contracts and for hedging activities.
All derivatives, whether designated in hedging relationships or not, are
required to be recorded on the balance sheet at fair value. The adoption of
SFAS 133 on January 1, 2001, resulted in no impact to income. The Company's debt
is all fixed rate and denominated in Euros or U.S. dollars. The Company does not
use derivative instruments to manage exposures to foreign currency or interest
rate risks.

5. RECLASSIFICATIONS

    Certain amounts have been reclassified in the corresponding period's
unaudited consolidated financial statement to conform to the unaudited
consolidated financial statement presentation for the three months ended
March 31, 2001.

6. LOSS PER SHARE

    Basic and diluted loss per ordinary share is based on the weighted average
number of ordinary shares outstanding of 18,948 for three month periods ended
March 31, 2001 and 2000.

7. COMMITMENTS AND CONTINGENCIES

BUILDING LEASE

    The Company leases several offices and warehouses within Poland under
cancelable operating lease terms. Minimum future lease commitments for the
aforementioned building leases relate to 2001 and 2002 only. The future minimum
lease commitments related to these building leases approximates $550,000 in 2001
and $11,000 in 2002 as of March 31, 2001.

CAR LEASES

    The Company has operating car leases with various leasing companies in
Poland. Minimum future lease commitments for the aforementioned car leases as of
March 31, 2001 are $309,000 in 2001, $360,000 in 2002 and $7,000 in 2003.

CONDUIT LEASES

    The Company also leases space within various telephone duct systems from the
Polish national telephone company (known in the Polish telecommunication
industry as "TPSA") under cancelable operating leases. The TPSA leases expire at
various times, and a substantial portion of the Company's contracts with TPSA
permit termination by TPSA without penalty at any time either immediately upon
the occurrence of certain conditions or upon provision of three to six months
notice without cause.

    All of the agreements provide that TPSA is the manager of the telephone duct
system and will lease space within the ducts to the Company for installation of
cable and equipment for the cable television systems. The lease agreements
provide for monthly lease payments that are adjusted quarterly or annually,
except for the Gdansk lease agreement which provides for an annual adjustment
after the sixth year and then remains fixed through the tenth year of the lease.

    Minimum future lease commitments for the aforementioned conduit leases
relate to 2001 and 2002 only, as all leases are cancelable in accordance with
the aforementioned terms. The future minimum lease commitments related to these
conduit leases approximates $756,000 as of March 31, 2001.

                                       10
<PAGE>
                          POLAND COMMUNICATIONS, INC.
        NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                            MARCH 31, 2001 AND 2000

PROGRAMMING COMMITMENTS

    The Company has entered into long-term programming agreements and agreements
for the purchase of certain exhibition or broadcast rights with a number of
third party and affiliated content providers for its cable systems. The
agreements have terms which range from one to five years and require that the
license fees be paid either at a fixed amount payable at the time of execution
or based upon a guaranteed minimum number of subscribers connected to the system
each month. At March 31, 2001, the Company had an aggregate minimum commitment
in relation to these agreements of approximately $88,886,000 over the next six
years, approximating $20,250,000 in 2001, $27,247,000 in 2002, $20,736,000 in
2003, $12,741,000 in 2004 and $7,912,000 in 2005 and thereafter.

REGULATORY APPROVALS

    The Company is in the process of obtaining permits from the Chairman of the
Office for Telecommunication Regulation ("URT") for several of its cable
television systems. If these permits are not obtained, URT could impose
penalties such as fines or in severe cases, revocation of all permits held by an
operator or the forfeiture of the operator's cable networks. Management of the
Company does not believe that these pending approvals result in a significant
risk to the Company. Additionally, in March 2001, PCI's subsidiary notified the
Chairman of the URT of its activities concerning the provision of data
transmission service and access to the Internet. The Chairman had 21 days to
respond to the Company's notification. Since no response was received from the
Chairman of URT, it is assumed that the Company is legally entitled to provide
the data transmission services and access to the Internet as described in the
notification.

LITIGATION AND CLAIMS

    From time to time, the Company is subject to various claims and suits
arising out of the ordinary course of business. While the ultimate result of all
such matters is not presently determinable, based upon current knowledge and
facts, management does not expect that their resolution will have a material
adverse effect on the Company's consolidated financial position or results of
operations.

PROCEEDING RELATING TO HBO POLSKA

    Two of the Company's cable television subsidiaries and four other unrelated
Polish cable operators and HBO Polska Sp. z o.o., have been made defendants in a
lawsuit instituted by Polska Korporacja Telewizyjna Sp. z o.o., a subsidiary of
Canal+. The primary defendant in the proceedings is HBO Polska Sp. z o.o. which
is accused of broadcasting the HBO television program in Poland without a
license from the Council as required by the Radio and Television Act of 1992, as
amended, and thereby undertaking an activity constituting an act of unfair
competition. The Company does not believe that the final disposition of the
lawsuit will have a material adverse effect on its consolidated financial
position or results of operations.

DIVIDEND RESTRICTIONS

    The Company's Polish subsidiaries are only able to distribute dividends to
the extent of accounting profit determined in accordance with Polish accounting
principles. As of March 31, 2001 the Company's Polish subsidiaries have no
profit available for distribution as dividends.

PCBV MINORITY STOCKHOLDER'S CLAIM

    On or about July 8, 1999, certain minority shareholders ("the minority
shareholders") of the Company's subsidiary Poland Cablevision (Netherlands) B.V.
("PCBV"), filed a lawsuit against PCI and

                                       11
<PAGE>
                          POLAND COMMUNICATIONS, INC.
        NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                            MARCH 31, 2001 AND 2000

certain other defendants, in United States District Court, Southern District of
Ohio, Eastern Division, Civil Action No. C2-99-621. The relief sought by the
minority shareholders includes: (1) unspecified damages in excess of $75,000,
(2) an order lifting the restrictions against transfer of shares set forth in
the Shareholders' Agreement among PCBV's shareholders, as amended (the
"Shareholders' Agreement") so that the minority shareholders can liquidate their
shares in PCBV, (3) damages in the amount of 1.7 percent of the payment made by
UPC for the shares of the Company as set forth in the Agreement and Plan of
Merger between UPC Polska and UPC dated June 2, 1999, and (4) attorneys' fees
and costs incurred in prosecuting the lawsuit.

    The amended complaint sets forth eight claims for relief based on
allegations that the defendants, including UPC Polska and the Company, committed
the following wrongful acts: (1) breached a covenant not to compete contained in
the Shareholders' Agreement relating to the shareholders of PCBV, (2) breached a
covenant in the Shareholders' Agreement requiring that any contract entered into
by PCBV with any other party affiliated with PCI be commercially reasonable or
be approved by certain of the minority shareholders, (3) breached a provision in
the Shareholders' Agreement that allegedly required co-defendant Chase
International Corp. ("CIC") to offer the minority shareholders the right to
participate in certain sales of PCBV shares and that required CIC to give
written notice of any offer to purchase the minority shareholders' shares in
PCBV, (4) breached their fiduciary duties to the minority shareholders,
(5) breached the agreement between PCBV and CIC, which allegedly limited the
amount of management fees that could be paid annually by PCBV, (6) made false
and misleading statements in various documents filed with the Securities and
Exchange Commission, (7) colluded to defraud the minority shareholders by
failing to make reference in certain Forms 8-K, 8-KA and 14D-1 to the minority
shareholders or their alleged rights and claims, (8) colluded to divert assets
of PCBV to affiliates of PCI and PCBV, including the Company, that allegedly
compete with PCI and PCBV.

    On or about March 31, 2000 the parties to the lawsuit reached a settlement.
In accordance with the settlement, on June 2, 2000, Wizja TV B.V., an affiliate
of Company's Parent, purchased approximately 1.4% of the outstanding shares of
PCBV for a price of approximately $2.2 million. The case has been dismissed and
releases exchanged.

    The aforementioned settlement does not include the remaining minority
shareholders of PCBV.

    In addition to the Ohio lawsuit, other minority shareholders of PCBV
(representing an additional approximately 6% of the shares of PCBV, hereinafter
the "Reece Group") have asserted claims against the past and present directors
or officers of, or members of the Board of Managers of, the Company, PCBV and
UPC Polska or one or more controlling shareholders of UPC Polska but have not
yet filed suit.

    The claims by the Reece Group consist of allegations previously made by
Reece Communications, Inc. ("RCI"). RCI's allegations were premised on, among
other things, alleged acts, errors, omissions, misstatements, misleading
statements or breaches of duty by the aforementioned officers, directors, or
controlling shareholders. Although the Company has defenses to the Reese Group's
allegations, UPC Polska is presently attempting to negotiate a settlement of
those claims and a simultaneous purchase of the Reece Group's PCBV shares.

                                       12
<PAGE>
                     POLAND CABLEVISION (NETHERLANDS) B.V.
                          CONSOLIDATED BALANCE SHEETS
                                     ASSETS

<TABLE>
<CAPTION>
                                                               MARCH 31,    DECEMBER 31,
                                                                 2001           2000
                                                              -----------   ------------
                                                              (UNAUDITED)
                                                                    (IN THOUSANDS)
<S>                                                           <C>           <C>
Current assets:
  Cash and cash equivalents.................................    $  1,917      $  1,159
  Trade accounts receivable, net of allowance for doubtful
    accounts of $5,258 in 2001 and $4,392 in 2000...........       7,147         8,549
  VAT recoverable...........................................          --           295
  Prepayments...............................................         540           510
  Due from UPC affiliates...................................         513            --
  Other current assets......................................         250           159
                                                                --------      --------
      Total current assets..................................      10,367        10,672
                                                                --------      --------
Property, plant and equipment:
  Cable television systems assets...........................     121,113       117,307
  Construction in progress..................................       6,756         6,050
  Vehicles..................................................         520           473
  Other.....................................................      11,355        11,967
                                                                --------      --------
                                                                 139,744       135,797
  Less accumulated depreciation.............................     (27,377)      (22,412)
                                                                --------      --------
      Net property, plant and equipment.....................     112,367       113,385
Inventories for construction................................       6,039         5,400
Intangibles, net............................................     313,101       315,923
                                                                --------      --------
      Total assets..........................................    $441,874      $445,380
                                                                ========      ========
</TABLE>

     See accompanying notes to unaudited consolidated financial statements.

                                       13
<PAGE>
                     POLAND CABLEVISION (NETHERLANDS) B.V.
                    CONSOLIDATED BALANCE SHEETS (CONTINUED)
                      LIABILITIES AND STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>
                                                               MARCH 31,    DECEMBER 31,
                                                                 2001           2000
                                                              -----------   ------------
                                                              (UNAUDITED)
                                                                    (IN THOUSANDS)
<S>                                                           <C>           <C>
Current liabilities:
  Accounts payable and accrued expenses.....................   $  17,275      $ 26,359
  VAT payable...............................................       1,184            --
  Deferred revenue..........................................       2,109         2,182
  Due to affiliate..........................................      27,185        22,864
                                                               ---------      --------
      Total current liabilities.............................      47,753        51,405
                                                               ---------      --------
Long-term liabilities:
  Notes payable and other payables to PCI...................     260,279       248,524
                                                               ---------      --------
      Total liabilities.....................................     308,032       299,929
                                                               ---------      --------

Commitments and contingencies (note 7)

  Minority Interest.........................................         287           281
Stockholders' equity:
  Capital stock par value, $0.50 par; 200,000 shares
    authorized,
    issued and outstanding..................................         100           100
  Paid-in capital...........................................     267,564       267,564
  Accumulated other comprehensive loss......................     (29,111)      (33,077)
  Accumulated deficit.......................................    (104,998)      (89,417)
                                                               ---------      --------
      Total stockholders' equity............................     133,555       145,170
                                                               ---------      --------
      Total liabilities and stockholders' equity............   $ 441,874      $445,380
                                                               =========      ========
</TABLE>

     See accompanying notes to unaudited consolidated financial statements.

                                       14
<PAGE>
                     POLAND CABLEVISION (NETHERLANDS) B.V.
                     CONSOLIDATED STATEMENTS OF OPERATIONS
                                  (UNAUDITED)

<TABLE>
<CAPTION>
                                                            THREE MONTHS ENDED   THREE MONTHS ENDED
                                                              MARCH 31, 2001       MARCH 31, 2000
                                                            ------------------   ------------------
                                                             (IN THOUSANDS, EXCEPT PER SHARE DATA)
<S>                                                         <C>                  <C>
Cable television revenue..................................       $ 17,653             $ 15,924
Operating expenses:
  Direct operating expenses charged by third parties......          5,592                4,787
  Direct operating expenses charged by affiliate..........          7,028                6,720
  Selling, general and administrative expenses............          6,190                2,787
  Depreciation and amortization...........................         11,042                9,892
                                                                 --------             --------
      Total operating expenses............................         29,852               24,186
                                                                 --------             --------
      Operating loss......................................        (12,199)              (8,262)
Interest income...........................................             53                   66
Interest expense..........................................         (4,213)              (3,516)
Foreign exchange gain/(loss), net.........................            804                 (402)
                                                                 --------             --------
      Loss before income taxes............................        (15,555)             (12,114)
Minority interest in subsidiary loss......................             (6)                  --
Income tax expense........................................            (20)                 (16)
                                                                 --------             --------
      Net loss............................................       $(15,581)            $(12,130)
                                                                 ========             ========
      Basic and diluted net loss per common share.........       $ (77.91)            $ (60.65)
                                                                 ========             ========
</TABLE>

     See accompanying notes to unaudited consolidated financial statements.

                                       15
<PAGE>
                     POLAND CABLEVISION (NETHERLANDS) B.V.
                 CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
                                  (UNAUDITED)

<TABLE>
<CAPTION>
                                                            THREE MONTHS ENDED   THREE MONTHS ENDED
                                                              MARCH 31, 2001       MARCH 31, 2000
                                                            ------------------   ------------------
                                                                        (IN THOUSANDS)
<S>                                                         <C>                  <C>
Net loss..................................................       $(15,581)            $(12,130)
Other comprehensive income:
  Cumulative translation adjustment.......................          3,966                  740
                                                                 --------             --------
Comprehensive loss........................................       $(11,615)            $(11,390)
                                                                 ========             ========
</TABLE>

     See accompanying notes to unaudited consolidated financial statements.

                                       16
<PAGE>
                     POLAND CABLEVISION (NETHERLANDS) B.V.
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (UNAUDITED)

<TABLE>
<CAPTION>
                                                            THREE MONTHS ENDED   THREE MONTHS ENDED
                                                              MARCH 31, 2001       MARCH 31, 2000
                                                            ------------------   ------------------
                                                                        (IN THOUSANDS)
<S>                                                         <C>                  <C>
Cash flows from operating activities:
  Net loss................................................       $(15,581)            $(12,130)
  Adjustments to reconcile net loss to net cash provided
    by operating activities:
    Minority interest.....................................              6                   --
    Depreciation and amortization.........................         11,042                9,892
    Interest expense added to notes payable to PCI........          4,213                3,516
    Changes in operating assets and liabilities:
      Accounts receivable.................................          1,402                  277
      Other current assets................................           (465)                 933
      Accounts payable....................................         (2,191)              (6,836)
      Deferred revenue....................................            (73)                 225
      Amounts due to affiliates...........................          4,321                4,373
      Amounts due from UPC affiliates.....................           (513)                  --
      Other...............................................           (105)                  --
                                                                 --------             --------
        Net cash provided by operating activities.........          2,056                  250
                                                                 --------             --------
Cash flows from investing activities:
  Construction and purchase of property, plant and
    equipment.............................................         (8,891)              (3,381)
  Purchase of intangible assets...........................             --                   --
                                                                 --------             --------
        Net cash used in investing activities.............         (8,891)              (3,381)
                                                                 --------             --------
Cash flows from financing activities:
  Proceeds from borrowings from affiliates................          7,542                3,800
                                                                 --------             --------
        Net cash provided by financing activities.........          7,542                3,800
                                                                 --------             --------
        Net increase in cash..............................            707                  669
Effect of exchange rates on cash and cash equivalents.....             51                   (2)
Cash and cash equivalents at beginning of the period......          1,159                2,838
                                                                 --------             --------
Cash and cash equivalents at end of the period............       $  1,917             $  3,505
                                                                 ========             ========
Supplemental cash flow information:
  Cash paid for interest..................................       $     28             $     --
                                                                 ========             ========
  Cash paid for income taxes..............................       $     21             $      6
                                                                 ========             ========
</TABLE>

     See accompanying notes to unaudited consolidated financial statements.

                                       17
<PAGE>
                     POLAND CABLEVISION (NETHERLANDS) B.V.
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

                            MARCH 31, 2001 AND 2000

1. BASIS OF PRESENTATION

    Financial information is included for Poland Cablevision (Netherlands) B.V.
and its subsidiaries ("PCBV") as PCBV is a guarantor of PCI's 9 7/8% Senior
Notes due 2003 and 9 7/8% Series B Senior Notes due 2003, (collectively, the
"PCI Notes"). The information furnished by PCBV has been prepared in accordance
with generally accepted accounting principles in the United States ("U.S. GAAP")
and the rules and regulations of the Securities and Exchange Commission ("SEC").
Certain information and footnote disclosures normally included in annual
financial statements prepared in accordance with U.S. GAAP have been condensed
or omitted pursuant to the rules and regulations. The accompanying consolidated
balance sheets, statements of operations, statements of comprehensive loss and
statements of cash flows are unaudited but in the opinion of management reflect
all adjustments which are necessary for a fair statement of PCBV's consolidated
results of operations and cash flows for the interim periods and PCBV's
financial position as of March 31, 2001. The accompanying unaudited consolidated
financial statements should be read in conjunction with the audited consolidated
financial statements of PCBV and the notes thereto included in PCI's 2000 Annual
Report on Form 10-K filed with the SEC. The interim financial results are not
necessarily indicative of the results of the full year.

2. CONSUMMATION OF UPC TENDER OFFER AND MERGER

    On June 2, 1999, UPC Polska entered into an Agreement and Plan of Merger
(the "Merger Agreement") with United Pan-Europe Communications N.V. ("UPC"),
whereby UPC and its wholly-owned subsidiary, Bison Acquisition Corp. ("Bison"),
initiated a tender offer to purchase all of the outstanding shares of UPC Polska
in an all cash transaction valuing UPC Polska's shares of common stock at $19.00
per share.

    The tender offer, initiated pursuant to the Merger Agreement, closed at
12:00 midnight on August 5, 1999. On August 6, 1999, Bison reported that it had
accepted for payment a total of 33,701,073 shares of UPC Polska's common stock
(including 31,208 shares tendered pursuant to notices of guaranteed delivery)
representing approximately 99% of UPC Polska's outstanding shares of common
stock (the "Acquisition"). In addition, UPC acquired 100% of the outstanding
Series A and Series B 12% Cumulative Preference Shares of UPC Polska and
acquired all of the outstanding warrants and stock options.

    Also on August 6, 1999, Bison was merged with and into UPC Polska with UPC
Polska continuing as the surviving corporation (the "Merger"). Accordingly, UPC
Polska became a wholly-owned subsidiary of UPC. UnitedGlobalCom, Inc. is the
majority stockholder of UPC. The Company believes that a Change of Control (as
defined in the indentures governing the UPC Polska and PCI notes) occurred on
August 6, 1999 as a result of the Acquisition and Merger.

    The Acquisition was accounted for under the purchase method of accounting,
with all of the purchase accounting adjustments "pushed-down" to the
consolidated financial statements of UPC Polska. Accordingly, the purchase price
was allocated to the underlying assets and liabilities based upon their
estimated fair values and any excess to goodwill. UPC Polska restated some of
its assets and liabilities at August 5, 1999. At this date, the notes of UPC
Polska and PCI were restated to reflect the market value and as a result were
increased by $61.9 million and deferred financing costs of $16.1 million and
deferred revenues of $2.0 million were written down to zero. The consideration
paid by UPC for all outstanding shares, warrants and options totaled
$812.5 million. At this time UPC

                                       18
<PAGE>
                     POLAND CABLEVISION (NETHERLANDS) B.V.
        NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                            MARCH 31, 2001 AND 2000

Polska had negative net assets of approximately $53.3 million and existing
goodwill at net book value of $37.5 million which was realized on previous
transactions. As a result of the above considerations, UPC realized goodwill of
approximately $979.3 million. As a result of the Acquisition, UPC pushed down
its basis to UPC Polska establishing a new basis of accounting as of the
acquisition date. During the year ended December 31, 2000 this figure increased
by $12.3 million to $991.6 million mainly due to the results of an arbitration
between UPC Polska and Telewizyjna Korporacja Partycypacyjna ("TKP"). UPC Polska
allocated goodwill between the business segments based on the investment model
used for acquisition. UPC Polska allocated goodwill between the business
segments based on the investment model used for acquisition. PCBV was allocated
approximately $354.0 million of goodwill.

3. FINANCIAL POSITION AND BASIS OF ACCOUNTING

    These consolidated financial statements have been prepared on a going
concern basis which contemplates the continuation and expansion of trading
activities as well as the realization of assets and liquidation of liabilities
in the ordinary course of business. Cable television operators typically
experience losses and negative cash flow in their initial years of operation due
to the large capital investment required for the construction or acquisition of
their cable networks and the administrative costs associated with commencing
operations. Consistent with this pattern, the Company has incurred substantial
operating losses since inception (1990). As of March 31, 2001, the Company had
negative working capital. Additionally, the Company is currently and is expected
to continue to be highly leveraged. The ability of the Company to meet its debt
service obligations will depend on the future operating performance and
financial results of the Company as well as its ability to obtain additional
third party financing to support the planned expansion, as well as obtaining
additional financing from its ultimate parent, UPC. The Company's current cash
on hand will be insufficient to satisfy all of its commitments and to complete
its current business plan.

    Management of the Company believes that significant opportunities exist for
pay television providers capable of delivering high quality, Polish-language
programming on a multi-channel basis and other services on cable (i.e. data and
telephones). As such, the Company has focused its financial and business efforts
toward its position in the cable market. The Company's business strategy is
designed to increase its market share and subscriber base and to maximize
revenue per subscriber. To accomplish its objectives and to capitalize on its
competitive advantages, the Company intends to (i) develop and control the
content of programming on its cable systems; (ii) increase its distribution
capabilities through its internal growth and through acquisitions;
(iii) control its management of subscribers by using advanced information
systems; and (iv) provide additional revenue generating services to its
customers. If the Company's plans or assumptions change, if its assumptions
prove inaccurate, if it consummates unanticipated investments in or acquisitions
of other companies, if it experiences unexpected costs or competitive pressures,
or if existing cash, and projected cash flow from operations prove to be
insufficient, the Company may need to obtain greater amounts of additional
financing. While it is the Company's intention to enter only into new financing
or refinancing that it considers advantageous, there can be no assurance that
such sources of financing would be available to the Company in the future, or,
if available, that they could be obtained on terms acceptable to the Company.

    The Company is solely dependent on its ultimate parent UPC, to provide
financing to achieve the Company's business strategy. UPC has declared that it
will continue to financially support PCBV and its subsidiaries as a going
concern, and accordingly enable the Company and its subsidiaries to meet their
financial obligations if and when needed, for the period at least through
January 31, 2002. Several

                                       19
<PAGE>
                     POLAND CABLEVISION (NETHERLANDS) B.V.
        NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                            MARCH 31, 2001 AND 2000

of the Company's Polish subsidiaries have statutory shareholders' equity less
than the legally prescribed limits because of accumulated losses. As required by
Polish law, the management of these companies will have to make decisions on how
to increase the shareholders' equity to be in compliance with the Polish
Commercial Code. The Company is currently considering several alternatives,
including the conversion of intercompany debt into equity, in order to resolve
these deficiencies.

4. IMPACT OF A NEW ACCOUNTING STANDARD ADOPTION

    Effective January 1, 2001, the Company adopted SFAS 133, which establishes
accounting and reporting standards for derivative instruments, including certain
derivative instruments embedded in other contracts and for hedging activities.
All derivatives, whether designated in hedging relationships or not, are
required to be recorded on the balance sheet at fair value. The adoption of
SFAS 133 on January 1, 2001, resulted in no impact to income. The Company's debt
is all fixed rate and denominated in Euros or U.S. dollars. The Company does not
use derivative instruments to manage exposures to foreign currency or interest
rate risks.

5. RECLASSIFICATIONS

    Certain amounts have been reclassified in the corresponding period's
unaudited consolidated financial statements to conform to the unaudited
consolidated financial statement presentation for the three months ended
March 31, 2001.

6. LOSS PER SHARE

    Basic and diluted loss per ordinary share is based on the weighted average
number of ordinary shares outstanding of 200,000 for the three month periods
ended March 31, 2001 and 2000.

7. COMMITMENTS AND CONTINGENCIES

BUILDING LEASE

    The Company leases several offices and warehouses within Poland under
cancelable operating lease terms. Minimum future lease commitments for the
aforementioned building leases relate to 2001 and 2002 only. The future minimum
lease commitments related to these building leases approximates $497,000 in 2001
and $11,000 in 2002 as of March 31, 2001.

CAR LEASES

    The Company has operating car leases with various leasing companies in
Poland. Minimum future lease commitments for the aforementioned car leases as of
March 31, 2001 are $309,000 in 2001, $360,000 in 2002 and $7,000 in 2003.

CONDUIT LEASES

    The Company also leases space within various telephone duct systems from
TPSA under cancelable operating leases. The TPSA leases expire at various times,
and a substantial portion of the Company's contracts with TPSA permit
termination by TPSA without penalty at any time either immediately upon the
occurrence of certain conditions or upon provision of three to six months notice
without cause.

                                       20
<PAGE>
                     POLAND CABLEVISION (NETHERLANDS) B.V.
        NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                            MARCH 31, 2001 AND 2000

    All of the agreements provide that TPSA is the manager of the telephone duct
system and will lease space within the ducts to the Company for installation of
cable and equipment for the cable television systems. The lease agreements
provide for monthly lease payments that are adjusted quarterly or annually,
except for the Gdansk lease agreement which provides for an annual adjustment
after the sixth year and then remains fixed through the tenth year of the lease.

    Minimum future lease commitments for the aforementioned conduit leases
relate to 2001 and 2002 only, as all leases are cancelable in accordance with
the aforementioned terms. The future minimum lease commitments related to these
conduit leases approximates $698,000 as of March 31, 2001.

PROGRAMMING COMMITMENTS

    The Company has entered into long-term programming agreements and agreements
for the purchase of certain exhibition or broadcast rights with a number of
third party and affiliated content providers for its cable systems. The
agreements have terms which range from one to five years and require that the
license fees be paid either at a fixed amount payable at the time of execution
or based upon a guaranteed minimum number of subscribers connected to the system
each month. At March 31, 2001, the Company had an aggregate minimum commitment
in relation to these agreements of approximately $84,928,000 over the next six
years, approximating $19,350,000 in 2001, $26,043,000 in 2002, $19,823,000 in
2003, $12,188,000 in 2004 and $7,524,000 in 2005 and thereafter.

REGULATORY APPROVALS

    The Company is in the process of obtaining permits from the Chairman of URT
for several of its cable television systems. If these permits are not obtained,
URT could impose penalties such as fines or in severe cases, revocation of all
permits held by an operator or the forfeiture of the operator's cable networks.
Management of the Company does not believe that these pending approvals result
in a significant risk to the Company. Additionally, in March 2001, PCI's
subsidiary notified the Chairman of the URT of its activities concerning the
provision of data transmission service and access to the Internet. The Chairman
had 21 days to respond to the Company's notification. As no response have been
received from the Chairman of URT, it is assumed that the Company is legally
entitled to provide the data transmission services and access to the Internet as
described in the notification.

LITIGATION AND CLAIMS

    From time to time, the Company is subject to various claims and suits
arising out of the ordinary course of business. While the ultimate result of all
such matters is not presently determinable, based upon current knowledge and
facts, management does not expect that their resolution will have a material
adverse effect on the Company's consolidated financial position or results of
operations.

PROCEEDING RELATING TO HBO POLSKA

    Two of the Company's cable television subsidiaries and four other unrelated
Polish cable operators and HBO Polska Sp. z o.o., have been made defendants in a
lawsuit instituted by Polska Korporacja Telewizyjna Sp. z o.o., a subsidiary of
Canal+. The primary defendant in the proceedings is HBO Polska Sp. z o.o. which
is accused of broadcasting the HBO television program in Poland without a
license from the Council as required by the Radio and Television Act of 1992, as
amended, and thereby undertaking an activity constituting an act of unfair
competition. The Company does not believe that

                                       21
<PAGE>
                     POLAND CABLEVISION (NETHERLANDS) B.V.
        NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                            MARCH 31, 2001 AND 2000

the final disposition of the lawsuit will have a material adverse effect on its
consolidated financial position or results of operations.

DIVIDEND RESTRICTIONS

    The Company's Polish subsidiaries are only able to distribute dividends to
the extent of accounting profit determined in accordance with Polish accounting
principles. As of March 31, 2001 the Company's Polish subsidiaries have no
profit available for distribution as dividends.

PCBV MINORITY STOCKHOLDER'S CLAIM

    On or about July 8, 1999, certain minority shareholders ("the minority
shareholders") of the Company, filed a lawsuit against PCI and certain other
defendants, in United States District Court, Southern District of Ohio, Eastern
Division, Civil Action No. C2-99-621.

    The relief sought by the minority shareholders includes: (1) unspecified
damages in excess of $75,000, (2) an order lifting the restrictions against
transfer of shares set forth in the Shareholders' Agreement among PCBV's
shareholders, as amended (the "Shareholders' Agreement") so that the minority
shareholders can liquidate their shares in the Company, (3) damages in the
amount of 1.7 percent of the payment made by UPC for the shares of the Company
as set forth in the Agreement and Plan of Merger between UPC Polska and UPC
dated June 2, 1999, and (4) attorneys' fees and costs incurred in prosecuting
the lawsuit.

    The amended complaint sets forth eight claims for relief based on
allegations that the defendants, including UPC Polska and PCI, committed the
following wrongful acts: (1) breached a covenant not to compete contained in the
Shareholders' Agreement relating to the shareholders of the Company,
(2) breached a covenant in the Shareholders' Agreement requiring that any
contract entered into by the Company with any other party affiliated with PCI be
commercially reasonable or be approved by certain of the minority shareholders,
(3) breached a provision in the Shareholders' Agreement that allegedly required
co-defendant Chase International Corp. ("CIC") to offer the minority
shareholders the right to participate in certain sales of the Company shares and
that required CIC to give written notice of any offer to purchase the minority
shareholders' shares in the Company, (4) breached their fiduciary duties to the
minority shareholders, (5) breached the agreement between the Company and CIC,
which allegedly limited the amount of management fees that could be paid
annually by the Company, (6) made false and misleading statements in various
documents filed with the Securities and Exchange Commission, (7) colluded to
defraud the minority shareholders by failing to make reference in certain Forms
8-K, 8-KA and 14D-1 to the minority shareholders or their alleged rights and
claims, (8) colluded to divert assets of PCBV to affiliates of PCI and the
Company, including the Company, that allegedly compete with PCI and the Company.

    On or about March 31, 2000 the parties to the lawsuit reached a settlement.
In accordance with the settlement, on June 2, 2000, Wizja TV B.V., an affiliate
of Company's Parent, purchased approximately 1.4% of the outstanding shares of
PCBV for a price of approximately $2.2 million. The case has been dismissed and
releases exchanged. The aforementioned settlement does not include the remaining
minority shareholders of PCBV.

    In addition to the Ohio lawsuit, other minority shareholders of the Company
(representing an additional approximately 6% of the shares of the Company,
hereinafter the "Reece Group") have asserted claims against the past and present
directors or officers of, or members of the Board of

                                       22
<PAGE>
                     POLAND CABLEVISION (NETHERLANDS) B.V.
        NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                            MARCH 31, 2001 AND 2000

Managers of, PCI, the Company and UPC Polska or one or more controlling
shareholders of UPC Polska but have not yet filed suit.

    The claims by the Reece Group consist of allegations previously made by
Reece Communications, Inc. ("RCI"). RCI's allegations were premised on, among
other things, alleged acts, errors, omissions, misstatements, misleading
statements or breaches of duty by the aforementioned officers, directors, or
controlling shareholders. Although the Company has defenses to the Reece Group's
allegations, UPC Polska is presently attempting to negotiate a settlement of
those claims and a simultaneous purchase of the Reece Group's the Company
shares.

                                       23
<PAGE>
          MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                           AND RESULTS OF OPERATIONS

    The following discussion and analysis provides information concerning the
results of operations and financial condition of Poland Communication, Inc.
("PCI" or the "Company"). Such discussion and analysis should be read in
conjunction with the accompanying unaudited consolidated financial statements of
the Company. Additionally, the following discussion and analysis should be read
in conjunction with Management's Discussion and Analysis of Financial Condition
and Results of Operations and the audited consolidated financial statements
included in Part II of the Company's 2000 Annual Report. The following
discussion focuses on material trends, risks and uncertainties affecting the
results of operations and financial condition of the Company.

    Certain statements in this Quarterly Report on Form 10-Q constitute
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995, that are not historical facts but rather reflect
the Company's current expectations concerning future results and events. The
words "believes," "expects," "intends," "plans," "anticipates," "likely," "will"
"may", "shall" and similar expressions identify such forward-looking statements.
Such forward-looking statements involve known and unknown risks, uncertainties
and other important factors that could cause the actual results, performance or
achievements of the Company (or entities in which the Company has interests), or
industry results, to differ materially from future results, performance or
achievements expressed or implied by such forward-looking statements.

    Readers are cautioned not to place undue reliance on these forward looking
statements which reflect management's view only as of the date of this Quarterly
Report on Form 10-Q. The Company undertakes no obligation to publicly release
the result of any revisions to these forward-looking statements which may be
made to reflect events or circumstances after the date hereof or to reflect the
occurrence of unanticipated events, conditions or circumstances.

    The risks, uncertainties and other factors that might cause such differences
include but are not limited to: (i) general economic conditions in Poland and in
the pay television business in Poland; (ii) changes in regulations the Company
operates under; (iii) uncertainties inherent in new business strategies,
including new product launches and development plans, which the Company has not
used before; (iv) rapid technology changes; (v) changes in, or failure or
inability to comply with government regulations; (vi) the development and
provision of programming for new television and telecommunications technologies;
(vii) the continued strength of competitors in the multichannel video
programming distribution industry and satellite services industry and the growth
of satellite delivered programming; (viii) future financial performance,
including availability, terms and deployment of capital; (ix) the ability of
vendors to deliver required equipment, software and services on schedule at the
budgeted cost; (x) the Company's ability to attract and hold qualified
personnel; (xi) changes in the nature of strategic relationships with joint
ventures; (xii) the overall market acceptance of those products and services,
including acceptance of the pricing of those products and services; (xiii) and
acquisition opportunities and (xiv) the Company's new ownership structure.

OVERVIEW

    The Company operates the largest cable television system in Poland with
approximately 1,855,000 homes passed and approximately 1,045,500 total
subscribers as at March 31, 2001. The Company continues to realize subscriber
growth through a combination of increased penetration, new network build-out and
acquisition.

    The Company's revenues have been and will continue to be derived primarily
from monthly subscription fees for cable television services and one-time
installation fees for connection to its cable television networks. The Company
charges its subscribers fixed monthly fees for their choice of service packages
and for other services, such as premium channels, tuner rentals and additional
outlets, all of

                                       24
<PAGE>
which are included in monthly subscription fees. The Company currently offers
broadcast, intermediate (in limited areas) and basic packages of cable service.
At March 31, 2001, approximately 68.7% of the Company's subscribers received its
basic package. For the three months ended March 31, 2001, approximately 97.7% of
the Company's cable revenue was derived from monthly subscription fees compared
to approximately 97.8% for the three months ended March 31, 2000.

    When the Company began operations in 1990, revenue from installation fees
exceeded revenue from monthly subscription fees because of the significant
number of new installations and the high amount of the installation fees
relative to the small existing subscriber base. As the Company's subscriber base
has grown, aggregate monthly subscription revenue has increased and installation
fees, while currently increasing on an aggregate basis, have declined as a
percentage of total revenue.

    During the fourth quarter of the year 2000, the Company began providing
Internet services to its cable television customers and has been investing in
upgrading its network to provide this service. Individual and home office
Internet subscribers are charged a monthly subscription fee of approximately $38
and $51, respectively. The standard installation fee is approximately $60 for
buildings with multiple apartments and approximately $122 for single family
dwellings.

    The Company divides operating expenses into (i) direct operating expenses,
(ii) selling, general and administrative expenses and (iii) depreciation and
amortization expenses. Direct operating expenses consist of programming
expenses, maintenance and related expenses necessary to service, maintain and
operate the Company's cable systems, billing and collection expenses and
customer service expenses. Selling, general and administrative expenses consist
principally of administrative costs, including office related expenses,
professional fees and salaries, wages and benefits of non-technical employees,
advertising and marketing expenses, bank fees and bad debt expense. Depreciation
and amortization expenses consist of depreciation of property, plant and
equipment and amortization of intangible assets.

    The Company has implemented a pricing staretgy designed to increase revenue
per cable subscriber and its profit margin. The Company has increased the
monthly price for the "basic" package to reflect the increased channel
availability, and the premium channels, the HBO Poland service and Wizja Sport
have been offered to cable customers for an additional monthly charge. However,
as of March 24, 2001, Wizja Sport is no longer a premium channel, but has been
expanded to the basic package. The Company is in the process of encrypting the
HBO Poland service on cable for all premium channel subscribers. This encryption
and installation process is completed in all major systems and is expected to be
rolled out in the remaining Company's systems in 2001. The Company generated an
operating loss of $13.4 million for the three months ended, March 31, 2001, due
to programming expense related to the purchase of the Wizja TV programming
package from an affiliated company, additional Polish programming from Polsat TV
as well as high depreciation and amortization charges related to additional
goodwill pushed down as a result of UPC Polska's Merger.

    In addition to other operating statistics, the Company measures its
financial performance by EBITDA, an acronym for earnings before interest, taxes,
depreciation and amortization. The Company defines EBITDA to be net loss
adjusted for interest and investment income, depreciation and amortization,
interest expense, foreign currency gains and losses, equity in losses of
affiliated companies, income taxes, extraordinary items, non recurring items
(e.g. compensation expenses related to stock options), gains and losses from the
sale of assets other than in a normal course of business and minority interest.
The items excluded from EBITDA are significant components in understanding and
assessing the Company's financial performance. The Company believes that EBITDA
and related measures of cash flow from operating activities serve as important
financial indicators in measuring and comparing the operating performance of
media companies. EBITDA is not a U.S. GAAP measure of profit and loss or cash
flow from operations and should not be considered as an alternative to cash
flows from operations as a measure of liquidity. The Company reported negative
EBITDA of $0.2 million for three months ended March 31, 2001 and positive EBIDTA
of $1.0 million for three months ended March 31, 2000.

                                       25
<PAGE>
    CABLE TELEVISION REVENUE. Revenue increased $1.8 million or 10.7% from
$16.9 million in the three months ended March 31, 2000 to $18.7 million in the
three months ended March 31, 2001. This increase was primarily attributable to
the appreciation of Polish zloty against US dollar as well as to an increase in
monthly subscription rates.

    Revenue from monthly subscription fees represented 97.7% and 97.8% of cable
television revenue for the three months ended March 31, 2001 and 2000,
respectively. During the three months ended March 31, 2001, the Company
generated approximately $1.2 million of premium subscription revenue as a result
of providing the HBO Poland service pay movie channel and Wizja Sport channel to
cable subscribers as compared to $0.9 million for the three months ended
March 31, 2000, although the Wizja Sport was expanded to the basic package as of
March 24, 2001.

    DIRECT OPERATING EXPENSES. Direct operating expenses increased
$0.8 million, or 6.9%, from $11.6 million for the three months ended March 31,
2000 to $12.4 million for the three months ended March 31, 2001, principally as
a result of the increased size of the Company's cable television system. Direct
operating expenses decreased from 68.6% of revenues for the three months ended
March 31, 2000 to 66.3% of revenues for the three months ended March 31, 2001.

    SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and
administrative expenses increased $2.4 million or 57.1% from $4.2 million for
the three months ended March 31, 2000 to $6.6 million for the three months ended
March 31, 2001. This increase was attributable mainly to increase in marketing
and information technology related expenses.

    As a percentage of revenue, selling, general and administrative expenses
increased from 24.9% for the three months ended March 31, 2000 to approximately
35.3% for the three months ended March 31, 2001.

    DEPRECIATION AND AMORTIZATION. Depreciation and amortization expense rose
$1.6 million, or 13.9%, from $11.5 million for the three months ended March 31,
2000 to $13.1 million for the three months ended March 31, 2001, principally as
a result of depreciation and amortization of additional investments in Company's
cable networks. Depreciation and amortization expense as a percentage of
revenues increased from 68.0% for the three months ended March 31, 2000 to 70.1%
for the three months ended March 31, 2001.

    INTEREST EXPENSE. Interest expense was on the same level both corresponding
periods and amounted to $0.6 million for the three months ended March 31, 2000
and 2001.

    INTEREST AND INVESTMENT INCOME. The Company recorded $0.1 million of
interest and investment income for the three months ended March 31, 2000 and
2001.

    FOREIGN EXCHANGE GAIN/LOSS, NET. For the three months ended March 31, 2001,
foreign exchange gain amounted to $1.0 million as compared to a foreign exchange
loss of $0.4 million for the three months ended March 31, 2000.

    INCOME TAX EXPENSE. The Company recorded $36,000 of income tax expense for
the three months ended March 31, 2001, as compared to $18,000 for the three
months ended March 31, 2000.

    NET LOSS. For the three months ended March 31, 2001 and the three months
ended March 31, 2000, the Company had net losses of $13.1 million and
$11.5 million, respectively. These losses were the result of the factors
discussed above.

    NET LOSS APPLICABLE TO COMMON STOCKHOLDERS. Net loss applicable to common
stockholders increased from $15.9 million for the three months ended March 31,
2000 to $18.2 million for the three months ended March 31, 2001 due to the
accretion of redeemable preferred stock, accrued dividend on mandatorily
redeemable debenture stock and the factors discussed above.

                                       26
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES

    The Company has met its cash requirements in recent years primarily with
(i) capital contributions, debentures and preferred stock and loans from UPC
Polska, (ii) borrowings under available credit facilities, (iii) cash flows from
operations, and (iv) the sale of $130 million aggregate principal amount of the
Company's 9 7/8% Senior Notes due 2003 ("PCI Notes"). The Company had positive
cash flows from operating activities of $5,587,000 and $28,000 for three months
ended March 31, 2001 and 2000, respectively, due to increase in amounts due to
affiliates.

    Since the acquisition of all of the outstanding stock of the Company's
parent, UPC Polska, by UPC on August 6, 1999, the Company has met its capital
requirements primarily through the sale of its Debenture Stock for $140 million
to UPC Polska, and increases in paid in capital from UPC Polska.

    Cash used for the purchase and expansion of the Company's cable television
networks was $9.0 million and $3.8 million for three months ended March 31, 2001
and 2000, respectively.

    On March 31, 2001, the Company was committed to pay at least $91.0 million
in guaranteed payments (including but not limited to payments for programming
and rights) over the next eight years of which at least approximately
$21.9 million was committed through the end of 2001.

    Pursuant to the indenture governing the PCI Notes (the "PCI Indenture"), the
Company is subject to certain restrictions and covenants, including, without
limitation, covenants with respect to the following matters: (i) limitation on
additional indebtedness; (ii) limitation on restricted payments;
(iii) limitation on issuances and sales of capital stock of restricted
subsidiaries; (iv) limitation on transactions with affiliates; (v) limitation on
liens; (vi) limitation on guarantees of indebtedness by subsidiaries;
(vii) purchase of PCI Notes upon a change of control; (viii) limitation on sale
of assets; (ix) limitation on dividends and other payment restrictions affecting
subsidiaries; (x) limitation on investments in unrestricted subsidiaries;
(xi) limitation on lines of business; (xii) consolidations, mergers and sale of
assets; and (xiii) provision of financial statements and reports. The Company is
in compliance with these covenants.

    The Company has pledged to State Street Bank and Trust Company, the trustee
for the PCI Notes (for the benefit of the holders of the PCI Notes) intercompany
notes issued by PCBV, of a minimum aggregate principal amount (together with
cash and cash equivalents of the Company), equal to at least 110% of the
outstanding principal amount of the PCI Notes, and that, in the aggregate,
provide cash collateral or bear interest and provide for principal repayments,
as the case may be, in amounts sufficient to pay interest on the PCI Notes.
Notes payable from PCBV to the Company were $210,530,000, $176,815,000 and
$160,830,000 at December 31, 2000, 1999 and 1998, respectively.

    The indentures covering the PCI Notes provide that, following a Change of
Control (as defined therein), each noteholder has the right, at such holder's
option, to require the respective issuer to offer to repurchase all or a portion
of such holder's PCI Notes at the repurchase prices, described below. The
Company believes that the August 6, 1999 acquisition by UPC of UPC Polska
constituted a Change of Control. Accordingly, PCI made offers to repurchase (the
"Offers") from the holders of the PCI Notes. The Offers expired at 12:01 PM, New
York City time, on November 2, 1999 (the "Expiration Date").

    In accordance with the terms of the indentures governing the PCI Notes, the
Company was required to offer to repurchase the PCI Notes at the purchase price
of 101% of the principal amount owed on the Expiration Date. As of August 5,
1999, the Company had $129,668,000 aggregate principal amount at maturity of PCI
Notes outstanding. Pursuant to the Offer, the Company has purchased $113,237,000
aggregate principal amount of PCI Notes for an aggregate price of $114,369,370.
UPC financed the repurchase of the PCI Notes.

    To fund the repurchase of the PCI Notes and operations, as of November 3,
1999, PCI sold UPC Polska 14,000 shares of its Debenture Stock for a total of
$140 million on an as-issued basis. The

                                       27
<PAGE>
Debenture Stock will be redeemed on December 31, 2003 for a price of $10,000 per
share plus interest at 10% annum from November 3, 1999 to the date of
redemption, compounded annually. UPC funded UPC Polska's purchase of the
Mandatorily Redeemable Debenture Stock. To secure its obligation under the
Mandatorily Redeemable Debenture Stock the Company has pledged to UPC Polska
intercompany notes issued by PCBV in an aggregated principal amount of
$176,815,000. The PCI Noteholders will be equally and ratably secured by the
pledge.

    The Company's cash on hand will be insufficient to complete its current
business plan. UPC and UPC Polska are evaluating various alternatives to meet
the Company's capital needs. Future sources of financing for the Company could
include public or private equity, debt or bank financing or any combination
thereof, subject to the restrictions contained in the indentures governing the
outstanding senior indebtedness of the Company, UPC Polska, UPC, and United
GlobalCom, Inc., UPC's parent. Moreover, if the Company's plans or assumptions
change, if its assumptions prove inaccurate, if it consummates unanticipated
investments in or acquisitions of other companies, if it experiences unexpected
costs or competitive pressures, or if existing cash, and projected cash flow
from operations prove to be insufficient, the Company may need to obtain greater
amounts of additional financing. While it is the Company's intention to enter
only into new financing or refinancing that it considers advantageous, there can
be no assurance that such sources of financing would be available to the Company
in the future, or, if available, that they could be obtained on terms acceptable
to the Company. The Company is also dependent on its parent, UPC Polska and UPC
Polska's parent UPC, to provide financing to achieve the Company's business
strategy. UPC has declared that it will continue to financially support PCI and
its subsidiaries as a going concern and accordingly enable the Company and its
subsidiaries to meet their financial obligations if and when needed, for the
period at least through January 31, 2002.

NEW ACCOUNTING PRINCIPLES

    In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards (SFAS) 133, ACCOUNTING FOR DERIVATIVE INSTRUMENTS
AND HEDGING ACTIVITIES, SFAS 133 establishes accounting and reporting standards
requiring that every derivative instrument (including certain derivative
instruments embedded in other contracts) be recorded on the balance sheet as
either an asset or liability measured at its fair value. The statement requires
that changes in the derivative's fair value be recognized currently in earnings
unless specific accounting criteria are met. If a derivative instrument
qualifies for hedge accounting, the gains or losses from the derivative may
offset results from the hedged item in the statement of operations or other
comprehensive income, depending on the type of hedge. To adopt hedge accounting,
a company must formally document, designate and assess the effectiveness of
transactions that receive hedge accounting.

    In June 2000, the Financial Accounting Standards Board issued SFAS 138,
ACCOUNTING FOR CERTAIN DERIVATIVE INSTRUMENTS AND CERTAIN HEDGING ACTIVITIES.
This statement addresses a limited number of issues causing implementation
difficulties for numerous entities that apply SFAS 133 and this statement amends
the accounting and reporting standards of SFAS 133 for certain derivative
instruments and certain hedging accounting.

    SFAS 137 delayed the effective date of SFAS 133 to fiscal years beginning
after June 15, 2000. A company may implement the statements as of the beginning
of any fiscal quarter after issuance; however, SFAS 133 cannot be applied
retroactively.

    Effective January 1, 2001, the Company adopted SFAS 133, which establishes
accounting and reporting standards for derivative instruments, including certain
derivative instruments embedded in other contracts and for hedging activities.
All derivatives, whether designated in hedging relationships or not, are
required to be recorded on the balance sheet at fair value. The adoption of
SFAS 133 on January 1, 2001, resulted in no impact to income. The Company's debt
is all fixed rate and

                                       28
<PAGE>
denominated in Euros or U.S. dollars. The Company does not use derivative
instruments to manage exposures to foreign currency or interest rate risks.

    In December 1999, the Securities and Exchange Commission ("SEC") issued
Staff Accounting Bulletin No. 101, REVENUE RECOGNITION IN FINANCIAL STATEMENTS
(SAB 101). SAB 101 outlines the SEC's views on applying generally accepted
accounting principles to revenue recognition in financial statements.
Specifically, the bulletin provides both general and specific guidance as to the
periods in which companies should recognize revenues. In addition, SAB 101 also
highlights factors to be considered when determining whether to recognize
revenues on a gross or net basis. SAB 101, as amended by SAB 101/A and SAB
101/B, was effective beginning no later than their fourth fiscal quarter of the
fiscal year beginning after December 15, 1999; as the Company is a calendar
year-end company, this was the quarter ended December 31, 2000.

    SAB 101 permitted the effects of the changes to be recorded as a cumulative
effect of a change in accounting principle during the quarter ended
December 31, 2000. As the Company's accounting policies for its cable television
and D-DTH services are still accounted for under SFAS 51, FINANCIAL REPORTING BY
CABLE TELEVISION COMPANIES, there was no immediate effect on the Company.
However, with the introduction of Internet services in the fourth quarter of
2000, revenue recognition for Internet related services has been and will be
reported in accordance with SAB 101.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

    The principal market risk (i.e., the risk of loss arising from adverse
changes in market rates and prices) to which the Company is exposed is foreign
exchange rate risk from fluctuations in the Polish zloty currency exchange rate.
The Company's long term debt is primarily subject to a fixed rate, and therefore
variations in the interest rate do not have a material impact on net interest
expense.

FOREIGN EXCHANGE AND OTHER INTERNATIONAL MARKET RISKS

    Operating in international markets involves exposure to movements in
currency exchange rates. Currency exchange rate movements typically affect
economic growth, inflation, interest rates, governmental actions and other
factors. These changes, if material, can cause the Company to adjust its
financing and operating strategies. The discussion of changes in currency
exchange rates below does not incorporate these other important economic
factors.

    International operations constitute 100% of the Company's consolidated
operating loss for the quarter ended March 31, 2001. Some of the Company's
operating expenses and capital expenditures are expected to continue to be
denominated in or indexed in U.S. dollars. By contrast, substantially all of the
Company's revenues are denominated in zloty. Any devaluation of the zloty
against the U.S. dollar that the Company is unable to offset through price
adjustments will require it to use a larger portion of its revenue to service
its U.S. dollar denominated obligations and contractual commitments.

    The Company estimates that a 10% change in foreign exchange rates would
impact reported operating loss by approximately $0.4 million. In other terms, a
10% depreciation of the Polish zloty against the U.S. dollar, would result in a
$0.4 million decrease in the reported operating loss. This was estimated using
10% of the Company's operating loss after adjusting for unusual impairment and
other items including U.S. dollar denominated or indexed expenses. The Company
believes that this quantitative measure has inherent limitations because, as
discussed in the first paragraph of this section, it does not take into account
any governmental actions or changes in either customer purchasing patterns or
the Company's financing or operating strategies.

    The Company does not generally hedge translation risk. While the Company may
consider entering into transactions to hedge the risk of exchange rate
fluctuations, there is no assurance that it will be

                                       29
<PAGE>
able to obtain hedging arrangements on commercially satisfactory terms.
Therefore, shifts in currency exchange rates may have an adverse effect on the
Company's financial results and on its ability to meet its U.S. dollar
denominated debt obligations and contractual commitments.

    Poland has historically experienced high levels of inflation and significant
fluctuations in the exchange rate for the zloty. The Polish government has
adopted policies that slowed the annual rate of inflation from approximately
250% in 1990 to approximately 11.8% in 1998, approximately 7.3% in 1999 and
approximately 10.1% in 2000. The rate of inflation for the three month period
ended March 31, 2001 was approximately 1.4%. The exchange rate for the zloty has
stabilized and the rate of evaluation of the zloty has generally decreased since
1991. The zloty fluctuated against the U.S. dollar during 2000 and the first
quarter of 2001 but the actual exchange rates as of January 1, 2000,
December 31, 2000 and March 31, 2001 remained substantially unchanged. Inflation
and currency exchange fluctuations may have, a material adverse effect on the
business, financial condition and results of operations of the Company.

                                       30
<PAGE>
                           PART II  OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

    The Company is involved in litigation from time to time in the ordinary
cause of business. In management's opinion, such litigation in which the Company
is currently involved, individually and in the aggregate, is not material to the
Company's financial condition or results of operations. See also Note 6 to the
Company's unaudited consolidated financial statements for a description of the
proceeding relating to HBO Polska and of the PCBV minority shareholder claim.

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

    Not applicable.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

    None.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

    None.

ITEM 5. OTHER INFORMATION:

    Not applicable.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

    (a) Reports on Form 8-K

    The company filed the following Report on Form 8-K during the quarter ended
March 31, 2001:

    Report on Form 8-K, filed on January 26, 2001, regarding the Company's
consent solicitation in connection with the proposed transaction among
UnitedGlobalCom, Inc., Liberty Media International, Inc., Liberty Media
Corporation, and UPC.

                                       31
<PAGE>
                                   SIGNATURES

    Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

<TABLE>
<S>                                                    <C>  <C>
                                                       POLAND COMMUNICATIONS, INC.

                                                       By:  /s/ SIMON BOYD
                                                            -----------------------------------------
                                                            Simon Boyd
                                                            Chief Financial Officer
</TABLE>

Date: May 15, 2001

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