Liberty Global : VodafoneZiggo 2021 Annual Report

Annual Report

December 31, 2021

VodafoneZiggo Group B.V.

Boven Vredenburgpassage 128,

3511 WR Utrecht

The Netherlands

FORWARD-LOOKING STATEMENTS

Certain statements in this annual report constitute forward-looking statements. To the extent that statements in this annual report are not recitations of historical fact, such statements constitute forward-looking statements, which, by definition, involve risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. In particular, statements under Management’s Discussion and Analysis of Financial Condition and Results of Operations may contain forward-looking statements, including statements regarding our business, product, foreign currency and finance strategies, subscriber growth and retention rates, competitive, regulatory and economic factors, the timing and impacts of proposed transactions, the maturity of our market, the anticipated impacts of new legislation (or changes to existing rules and regulations), anticipated changes in our revenue, costs or growth rates, our liquidity, credit risks, foreign currency risks, target leverage levels, our future projected contractual commitments and cash flows and other information and statements that are not historical fact. Where, in any forward-looking statement, we express an expectation or belief as to future results or events, such expectation or belief is expressed in good faith and believed to have a reasonable basis, but there can be no assurance that the expectation or belief will result or be achieved or accomplished. In evaluating these statements, you should consider the risks and uncertainties in the following list, and those described herein, as some but not all of the factors that could cause actual results or events to differ materially from anticipated results or events:

• economic and business conditions and industry trends in the Netherlands;
• the competitive environment in the Netherlands for both the fixed and mobile markets, including competitor responses to our products and services for our residential and business customers;
• fluctuations in currency exchange rates and interest rates;
• instability in global financial markets, including sovereign debt issues and related fiscal reforms;
• consumer disposable income and spending levels, including the availability and amount of individual consumer debt;
• changes in consumer television viewing preferences and habits;
• changes in consumer mobile usage behavior;
• customer acceptance of our existing service offerings, including our cable television, broadband internet, fixed-line telephony, mobile and business service offerings, and of new technology, programming alternatives and other products and services that we may offer in the future;
• the outcome of governmental requests for proposals related to contracts for B2B communication services;
• our ability to manage rapid technological changes and the rate at which our current technology becomes obsolete;
• our ability to maintain or increase the number of subscriptions to our broadband internet, television, fixed-line telephony and mobile service offerings and our average revenue per household;
• our ability to provide satisfactory customer service, including support for new and evolving products and services;
• our ability to maintain or increase rates to our subscribers;
• our ability to pass through increased costs to our subscribers, including fluctuations in energy costs;
• the impact of our future financial performance, or market conditions generally, on the availability, terms and deployment of capital;
• changes in, or failure or inability to comply with, applicable laws and/or government regulations and legislation in the Netherlands and adverse outcomes from regulatory proceedings, including regulation related to interconnect rates;
• government and/or regulatory intervention that requires opening our broadband distribution network to competitors, and/or other regulatory interventions;

• our ability to obtain regulatory approval and satisfy other conditions necessary to close acquisitions and dispositions and the impact of conditions imposed by competition and other regulatory authorities in connection with acquisitions;
• our ability to successfully acquire new businesses and, if acquired, to integrate, realize anticipated efficiencies from, and implement our business plan with respect to the businesses we have acquired or with respect to the formation of the VodafoneZiggo JV;
• changes in laws or treaties relating to taxation, or the interpretation thereof, in the Netherlands;
• changes in laws and government regulations that may impact the availability and cost of capital and the derivative instruments that hedge certain of our financial risks;
• the ability of suppliers and vendors to timely deliver quality products, equipment, software, services and access;
• the availability of attractive programming for our video services and the costs associated with such programming, including production costs, retransmission and copyright fees payable to public and private broadcasters;
• uncertainties inherent in the development and integration of new business lines and business strategies;
• our ability to adequately forecast and plan future network requirements;
• the availability of capital for the acquisition and/or development of telecommunications networks and services;
• the availability, cost and regulation of spectrum;
• problems we may discover post-closing with the operations, including the internal controls and financial reporting process, of businesses we acquire, including in relation to the VodafoneZiggo JV;
• leakage of sensitive customer data;
• the outcome of any pending or threatened litigation;
• the loss of key employees and the availability of qualified personnel;
• changes in the nature of key strategic relationships with partners and joint ventures; and
• events that are outside of our control, such as political unrest in international markets, terrorist attacks, malicious human acts, natural disasters, pandemics or epidemics (such as COVID-19) and other similar events, including the ongoing invasion of Ukraine by Russia.

The broadband distribution and mobile service industries are changing rapidly and, therefore, the forward-looking statements of expectations, plans and intent in this annual report are subject to a significant degree of risk. These forward- looking statements and the above-described risks, uncertainties and other factors speak only as of the date of this annual report, and we expressly disclaim any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement contained herein, to reflect any change in our expectations with regard thereto, or any other change in events, conditions or circumstances on which any such statement is based. Readers are cautioned not to place undue reliance on any forward-looking statement.

BUSINESS OF VODAFONEZIGGO

In this “Business of VodafoneZiggo” section, unless the context otherwise requires, the terms “we,” “our,” “our company” and “us” may refer, as the context requires, to VodafoneZiggo (or its predecessor, herein referred to as “Former Ziggo”) or collectively to VodafoneZiggo (or its predecessor) and its subsidiaries. Unless otherwise indicated, operational and statistical data, including subscriber statistics and product offerings, are as of December 31, 2021.

Introduction

VodafoneZiggo Group B.V. (VodafoneZiggo) provides video, broadband internet, fixed-line telephony, and mobile services to residential and business customers in the Netherlands.

Prior to the closing of the JV Transaction, as defined in note 1 to our consolidated financial statements, VodafoneZiggo was a wholly-owned subsidiary of Liberty Global plc (Liberty Global). On December 31, 2016, upon closing the JV Transaction, VodafoneZiggo became a wholly-owned subsidiary of VodafoneZiggo Group Holding B.V. (VodafoneZiggo Group Holding). VodafoneZiggo Group Holding is a 50:50 joint venture (the VodafoneZiggo JV) between Vodafone Group Plc (Vodafone) and Liberty Global. In connection with the closing of the JV Transaction, Vodafone NL became an indirect wholly-owned subsidiary of VodafoneZiggo. Prior to the closing of the JV Transaction, Vodafone NL and its subsidiaries operated Vodafone’s mobile business in the Netherlands.

Liberty Global is a world leader in converged broadband, video and mobile communications services. It delivers next- generation products through advanced fiber and 5G networks that connect over 85 million retail and wholesale subscribers across Europe and the United Kingdom. Liberty Global’s businesses operates under some of the best-known consumer brands, including Virgin Media-O2 in the UK, VodafoneZiggo in the Netherlands, Telenet in Belgium, Sunrise UPC in Switzerland, Virgin Media in Ireland and UPC in Eastern Europe. Liberty Global, through its global investment arm Liberty Global Ventures, has a portfolio of more than 75 companies and funds across content, technology and infrastructure, including strategic stakes in companies like Plume, ITV, Lions Gate, Univision and the Formula E racing series.

Unique in its scale as the largest pan-European and African technology communications company, Vodafone transforms the way people live and work through its innovation, technology, connectivity, platforms, products and services. Vodafone operates mobile and fixed networks in 21 countries, and partners with mobile networks in 52 more. As of December 31, 2021, Vodafone had over 300 million mobile customers, more than 28 million fixed broadband customers and over 22 million TV customers. Vodafone is a world leader in the Internet of Things (“IoT”), connecting more than 142 million devices and platforms through innovation that aligns with the aspirations of society for cleaner and safer cities, better transport and improved agriculture. Vodafone’s digital leadership is also changing how governments deliver healthcare and education, and how businesses, particularly Small and Medium Enterprises, serve customers.

In connection with the JV Transaction, on December 31, 2016, Liberty Global and Vodafone entered into a shareholders agreement (the Shareholders Agreement) with VodafoneZiggo Group Holding in respect of the VodafoneZiggo JV. Each of Liberty Global and Vodafone (each a Shareholder) holds 50% of the issued share capital of VodafoneZiggo Group Holding. The Shareholders Agreement contains customary provisions for the governance of a 50:50 joint venture that result in Liberty Global and Vodafone having joint control over decision making with respect to the VodafoneZiggo JV. We also entered into framework agreements with Vodafone and Liberty Global to provide us access to each of their expertise in the telecommunications media technology business. For additional information on these agreements, see note 11 to our consolidated financial statements.