VodafoneZiggo Q4 2023 Report

VodafoneZiggo Group B.V.

Annual Report

December 31, 2023

VodafoneZiggo Group B.V.

Boven Vredenburgpassage 128,

3511 WR Utrecht

The Netherlands

VODAFONEZIGGO GROUP B.V.

TABLE OF CONTENTS

Page

Number

Forward-looking Statements

.................................................................................................................................. 2

Business .................................................................................................................................................................. 5

Management’s Discussion and Analysis of Financial Condition and Results of Operations ................................ 23

Independent Auditor’s Report ................................................................................................................................ 39

Consolidated Balance Sheets as of December 31, 2023 and 2022 ......................................................................... 42

Consolidated Statements of Operations for the Years Ended December 31, 2023, 2022 and 2021 ...................... 44

Consolidated Statements of Owner’s Equity for the Years Ended December 31, 2023, 2022 and 2021 .............. 45

Consolidated Statements of Cash Flows for the Years Ended December 31, 2023, 2022 and 2021 ..................... 46

Notes to Consolidated Financial Statements .......................................................................................................... 48

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,

hedging 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, interest rate 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 fiber roll-out plans of

our competitors and their 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, currency instability and related fiscal reforms;

• consumer disposable income and spending levels, including the availability and amount of individual consumer debt,

as a result of, among other things, inflationary pressures;

• changes in consumer television viewing, mobile and broadband usage preferences and habits;

• customer acceptance of our existing service offerings, including our

, broadband internet, video, 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, including our ability to adequately manage our legacy technologies

and transformation, and the rate at which our current technology becomes obsolete;

• our ability to maintain or increase the number of subscriptions to our broadband internet, video, 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 or to pass through increased costs to our subscribers

including with respect to our significant property and equipment additions as a result of, among other things,

inflationary pressures and fluctuating 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.

• changes in laws or treaties relating to taxation, or the interpretation thereof, in the Netherlands;

• changes in laws, monetary policies and government regulations that may impact the availability or 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, but not limited to, 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 and cost of capital for the acquisition, maintenance and/or development of telecommunications

networks, products 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

processes, of businesses we acquire;

• our ability to anticipate, protect against, mitigate and contain loss of our and our customers’ data as a result of cyber

attacks on us;

• the leakage of sensitive customer or company data or the failure to comply with applicable data protection laws,

regulations and rules;

• a failure in our network and information systems, whether caused by a natural failure or a security breach, and

unauthorized access to our networks;

• 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 shareholders;

• the risk of default by counterparties to our cash investments, derivative and other financial instruments and undrawn

debt facilities;

• our capital structure and factors related to our debt arrangements; and

• events that are outside of our control, such as political unrest in international markets, international conflicts, terrorist

attacks, armed conflicts, malicious human acts, natural disasters, pandemics or epidemics (such as COVID-19) and

other similar events.

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, 2023

Introduction

VodafoneZiggo Group B.V. (VodafoneZiggo) provides fixed, mobile and integrated communication and entertainment

services to consumers and businesses 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, and currently provides over 85 million connections across

Europe. Liberty Global’s businesses operate under some of the best-known consumer brands, including Sunrise in Switzerland,

Telenet in Belgium, Virgin Media in Ireland, UPC in Slovakia, Virgin Media-O2 in the U.K. and VodafoneZiggo in The

Netherlands. Liberty Global’s investment arm, Liberty Global Ventures, has investments in more than 75 companies and funds

across the content, technology and infrastructure industries, including stakes in companies like ITV, Televisa Univision, Plume,

AtlasEdge and the Formula E racing series.

Vodafone is the largest pan-European and African telecoms company whose purpose is to connect for a better future by

using technology to improve lives, digitalise critical sectors and enable inclusive and sustainable digital societies. Vodafone

provides mobile and fixed services to over 300 million customers in 17 countries, partners with mobile networks in 46 more

and is also a world leader in the Internet of Things (IoT), connecting over 167 million devices and platforms. With Vodacom

Financial Services and M-Pesa, the largest financial technology platform in Africa, it serves more than 71 million people across

seven countries.

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.

Operating Data

The following table presents our operating statistics as of December 31, 2023:

Footprint

Homes Passed

............................................................................................................................................................

7,516,600

Fixed-Line Customer Relationships

.......................................................................................................................... 3,553,000

RGUs

per Fixed-Line Customer Relationship .......................................................................................................... 2.32

Mobile SIMs

Postpaid

...................................................................................................................................................................... 5,301,800

Prepaid ........................................................................................................................................................................ 340,200

Total Mobile ....................................................................................................................................................... 5,642,000

Convergence

Converged Households

............................................................................................................................................... 1,544,400

Converged SIMs ......................................................................................................................................................... 2,659,300

Converged Households as a % of Internet RGUs ...................................................................................................... 48 %

Subscribers (RGUs)

Video

......................................................................................................................................................................... 3,524,700

Internet

...................................................................................................................................................................... 3,207,100

Telephony

.................................................................................................................................................................. 1,521,100

Total RGUs ......................................................................................................................................................... 8,252,900

________________

1. Homes Passed are homes, residential multiple dwelling units or commercial units that can be connected to our networks without materially

extending the distribution plant. Our Homes Passed counts are based on internally maintained databases of connected addresses, which

are updated monthly. Due to the fact that we do not own the partner networks, we do not report homes passed for partner networks.

2. Fixed Customer Relationships are the number of customers who receive at least one of our video, internet or telephony services that we

count as an Revenue Generating Unit (RGU), without regard to which or to how many services they subscribe. Fixed Customer

Relationships generally are counted on a unique premises basis. Accordingly, if an individual receives our services in two premises (e.g., a

primary home and a vacation home), that individual generally will count as two Fixed Customer Relationships. We exclude mobile-only

customers from Fixed Customer Relationships.

3. An RGU is, separately, an Internet Subscriber, Video Subscriber or Telephony Subscriber (each as defined and described below). A home,

residential multiple dwelling unit, or commercial unit may contain one or more RGUs. For example, if a residential customer subscribed to

our broadband internet service, video service and fixed-line telephony service, the customer would constitute three RGUs. Total RGUs is the

sum of Internet, Video and Telephony Subscribers. RGUs generally are counted on a unique premises basis such that a given premises

does not count as more than one RGU for any given service. On the other hand, if an individual receives one of our services in two

premises (e.g. a primary home and a vacation home), that individual will count as two RGUs for that service. Each bundled internet, video or

telephony service is counted as a separate RGU regardless of the nature of any bundling discount or promotion. Non-paying subscribers

are counted as subscribers during their free promotional service period. Some of these subscribers may choose to disconnect after their

free service period. Services offered without charge on a long-term basis (e.g., VIP subscribers, or free service to employees) generally are

not counted as RGUs. We do not include subscriptions to mobile services in our externally reported RGU counts. In this regard, our

December 31, 2023 RGU counts exclude our separately reported prepaid and postpaid mobile subscribers.

4. Our mobile subscriber count represents the number of active subscriber identification module (SIM) cards in service rather than services

provided. For example, if a mobile subscriber has both a data and voice plan on a smartphone this would equate to one mobile subscriber.

Alternatively, a subscriber who has a data and voice plan for a mobile handset and a data plan for a laptop (mobile broadband or secondary

SIM) would be counted as two mobile subscribers. Our mobile subscriber count includes both prepaid and postpaid plans. Prepaid

customers are excluded from our prepaid mobile telephony subscriber counts after a period of inactivity of 9 months.

5. Converged households or converged SIMs represent customers in either our Consumer or Small or Home Office (SOHO) segment that

subscribe to both a fixed-line digital TV and an internet service and Vodafone and/or hollandsnieuwe postpaid mobile telephony service.

6. Video Subscriber is a home, residential multiple dwelling unit or commercial unit that receives our video service over our broadband network

or through a partner network via a digital video signal. Video Subscribers are counted on a unique premises basis. For example, a

subscriber with one or more set-top boxes that receives our video service in one premises is generally counted as just one subscriber and a

subscriber with two homes and a subscription to our video service at each home is counted as two RGUs.

7. Internet Subscriber is a home, residential multiple dwelling unit or commercial unit that receives internet services over our networks, or that

we service through a partner network.

8. Telephony Subscriber is a home, residential multiple dwelling unit or commercial unit that receives voice services over our networks, or that

we service through a partner network. Telephony Subscribers exclude mobile telephony subscribers.

Products and Services

We provide services either individually or bundled as a package for video, broadband internet, fixed-line telephony, and

mobile services to residential and business customers. Our bundled services offerings include “double-play” for two services,

“triple-play” for three services, and “quad-play” for four services.

WiFi and Internet Services

Connectivity is a building block for vibrant communities. Our fiber-rich broadband network is the backbone of our fixed-

line business and the basis of our connectivity strategy. To meet our customers’ expectations to be seamlessly and securely

connected, we are investing in our broadband network, mobile, WiFi and security solutions, and customer premises equipment.

Internet speed is of crucial importance to our customers, as they spend more time streaming video and other bandwidth

heavy services on multiple devices. Our extensive broadband network enables us to deliver ultra high-speed internet service

across our footprint. Our entire footprint of 7.5 million households is covered by 1 Gbps speed. Our residential subscribers

access the internet via cable modems connected to their internet capable devices, or wirelessly via a WiFi gateway device. We

offer multiple tiers of internet services, ranging from a basic service of 100 Mbps to an ultra high-speed internet service of 1

Gbps in our entire footprint. In January 2023, we announced an average of 40% internet upload speeds increases across all

internet packages from May 1, 2023. The speed of service depends on the tier of service selected and the location. By

leveraging our fiber-rich broadband network, and deploying the next generation Data Over Cable Service Interface

Specification (DOCSIS) 3.1 technology, we can extend our download speeds to at least 1 Gbps where deployed. DOCSIS

technology is an international standard that defines the requirements for data transmission over a cable system. In May 2023,

Ziggo had already demonstrated the next DOCSIS standard 4.0 and achieved download speeds of up to 15Gbps.

Our internet service generally includes email, address book, security (e.g., anti-virus, anti-spyware, firewall, and spam

protection) and parental controls. We offer value-added broadband services for an incremental charge. These services include

additional security packages for multiple devices. We offer mobile broadband services with internet access as described above.

Subscribers to our internet service pay a monthly fee based on the tier of service selected. In addition to the monthly fee,

customers pay an activation service fee upon subscribing to an internet service. This one-time fee may be waived for

promotional reasons. We determine pricing for each different tier of internet service through an analysis of speed, market

conditions, and other factors.

Our “SmartWiFi modem” is a dedicated connectivity device that delivers superior in-home WiFi coverage. The

SmartWiFi modem is a WiFi and telephony gateway that enables us to maximize the impact of our ultrafast broadband

networks by providing reliable wireless connectivity anywhere in the home. It has an automatic WiFi optimization function,

which selects the best possible wireless frequency at any given time. This gateway can be self-installed and allows customers to

customize their home WiFi service. Robust wireless connectivity is increasingly important with our customers spending more

and more time using bandwidth-heavy services on multiple devices. Among other features, our SmartWiFi app allows our

customers to optimize their WiFi coverage and manage their connected devices. In addition, we provide intelligent WiFi mesh

boosters, which increase speed, reliability and coverage by adapting to the environment at home. Specifically, the recent

introduction of our next-generation SmartWiFi pods has resulted in an improvement in the customer’s experience of their in-

home broadband connection. By the end of 2023, we have delivered SmartWiFi pods to 1.8 million of our customers

(approximately 55% of internet RGUs). We will continue to roll out SmartWiFi pods in 2023, as optimal home WiFi coverage

will continue to be an important part of our GigaNet. In October 2023, we included the SmartWiFi pod, WiFi 6, made from

recyclable plastic, to our portfolio.

We have deployed community WiFi via routers in our customers’ homes (the Community WiFi), which provides secure

access to the internet for our customers. Community WiFi is enabled by a cable modem WiFi access point (WiFi modem), the

SmartWiFi modem, or the Mediabox XL of our internet customers. The Community WiFi is created through the sharing of

access to the public channel of our customers’ home wireless routers. Use of the Community WiFi does not affect the internet

speeds of our customers. The public channel is a separate network from the secure private network used by the customer within

the home and is automatically enabled when the WiFi modem is installed. Access is free for our internet customers. Our

customers also have access to an extensive network of public WiFi access points, (covering stadiums, shopping centers, and

other public places). We have expanded our Community WiFi through access points covering public places.

Mobile Services

Mobile services are another key building block for us to provide customers with seamless connectivity. We provide our

mobile services nationwide through our long-term evolution (LTE) wireless services, also called “4G”, as well as our 2G

networks. In 2020, we deactivated our 3G network to free up more capacity for a faster and more stable 4G network. We also

were the first in the Netherlands with a nationwide 5G network, using Dynamic Spectrum Sharing technology. Furthermore, we

have established a 5G Hub in Eindhoven together with our partners Ericsson, Brainport Development and the High Tech

Campus. On this location, companies, start-ups, authorities and students are joining forces to further explore ideas on the use of

5G.

In 2023, we expanded our footprint with more than 100 macro sites (antenna locations), increased capacity on many

existing sites and reached the milestone of more than 3,000 macro sites connected with fiber. We comply with the 700MHz

license obligations for speed and coverage. In the Umlaut 2023 mobile network test we received the grade “Outstanding”. As of

December 31, 2023, we had around 4,900 macro sites and more than 4,400 of them had 5G DSS enabled, for which we

optimized capacity efficiency. We have also recently began using 5G across the 700MHz spectrum in over 2,000 sites, further

enhancing our 5G experience. With these capabilities we offer nationwide, reliable high speed data transmission. Our mobile

subscribers are able to call, text, access the internet, stream music, and watch videos both in and out of the home. We also

provide mobile wholesale access services, hosting several mobile virtual network operators (MVNO) on our networks.

Our mobile services typically include voice, internet access, short message service (SMS) and Rich Communication

Services. Calls, SMSs and data usage incur a charge or are covered under a monthly service plan. Our mobile services are

primarily on a postpaid basis with customers subscribing for periods ranging from 1 to 2 years. They can opt for a SIM-only

contract, or combine that with a mobile handset and the option to pay off the handset over a period not to exceed 24 months.

We also offer a prepaid service, where the customers pay in advance for a pre-determined amount of airtime or data and

generally have no minimum contract term.

We offer postpaid subscriptions under the ‘Start’ and ‘Red’ labels, with different sized or unlimited bundles of SMSs,

voice calls and data. The ‘Red Together’ subscription enables family members to merge subscriptions, resulting in one large

(double) data bundle for all to share. When combined with Ziggo, Vodafone customers receive additional benefits, including a

pricing discount and the data bundle is doubled. All Vodafone customers with a suitable device and a Start or Red subscription

or Vodafone prepaid have access to 5G at no extra cost. We also provide VoLTE roaming for Vodafone and hollandsnieuwe

customers abroad, especially to prevent loss of service in the USA, where operators switched off their 2G and 3G networks.

In 2023, Vodafone and Teladoc Health launched Health-E, an all-in-one health service. Health-E, an innovative online

health service that includes 24/7 access to a doctor, is available from today. Health-E is an all-in-one app that provides

Vodafone private customers with access to medical, mental health and well-being advice. Children and partners may also use

the service, all on a single subscription. Health-E is available wherever and whenever you need it, providing greater control

over health by means of digital innovation.

In 2023, Vodafone introduced eSIM support for smartwatches. The digital subscription called 'Vodafone OneNumber'

allows customers to connect their Apple Cellular Watch to their smartphone. OneNumber allows customers to connect their

mobile number to their smartwatch. The eSIM means the smartphone and smartwatch can use data and call minutes from the

same subscription. As a result, customers can always be reached on both their smartphone and smartwatch.

Video Services

Our video service is one of the key foundations of our product offerings. Our cable operation offers multiple tiers of digital

video programming and audio services. Subscribers to our video service pay a fixed monthly fee and generally receive at least

50 digital video channels (of which the majority of channels are in high definition “HD”) and several digital radio channels.

Furthermore, we tailor our video services based on programming preferences, culture, demographics, and regulatory

requirements. Our channel offerings include general entertainment, sports, movies, documentaries, lifestyles, news, adult,

children, and ethnic and foreign channels.

We also offer a variety of premium channel packages to meet the interests of our subscribers. For an additional monthly

charge, a subscriber may upgrade to one of our extended digital tier services and receive an increased number of video

channels, including the channels in the basic tier service. Digital subscribers may also subscribe to one or more packages of

premium channels for an additional monthly charge.

To meet customer demands, we have enhanced our video services with various products that enable our customers to

control when, where and how they watch their programming. These products range from digital video recorders (DVRs) to our

multimedia home gateway systems, “Mediabox Next”, “Mediabox Next Mini” or “Mediabox XL” (formerly Horizon TV),

(collectively, Mediabox), as well as various mobile applications (apps). Mediabox has an interface that enables customers to

view and share, across multiple devices, linear channels, video-on-demand (VoD) programming, and personal media content

and to pause, replay, and record programming. The Mediabox Next is a multiscreen entertainment platform that combines linear

television, VoD and mobile viewing. The Mediabox Next also allows customers to pause a program, series or movie and

seamlessly continue watching from where they left off on another device, whether this is a television, tablet, smart phone or

laptop. The Mediabox Next Mini was successfully introduced during 2022 and provides the same TV experience as the

Mediabox Next, but is smaller in size and no coax cable is needed as the signal comes in via the internet. By the end of 2023

more than 2 million customers can now enjoy the next-generation TV viewing experience and user interface.

For our Mediabox subscribers, we offer various features and functionalities, including fully integrated television apps for

various online services (such as Netflix, Disney+, Videoland, social platforms, sports experience, music, news, and games).

Enrichment of this service will expand coming years. In 2023 we fully integrated the SkyShowtime and Pathé Thuis apps

amongst many others. We also offer an online mobile app for viewing on a second screen called “Ziggo GO”. Ziggo GO is

available on mobile devices (iOS, Android, and Windows) and via an internet portal that allows video customers to view linear

channels and VoD, with a substantial part of this content available outside of the customer’s home. For Mediabox customers,

when in their home, the second screen device can act as a remote control. Additionally, through Ziggo GO, customers have the

ability to remotely schedule the recording of a television program on their Mediabox.

One of our key video services is “Replay TV”. Replay TV records virtually all programs across numerous linear channels.

The recordings are available up to seven days after the original broadcast. This allows our customers to catch-up on their

favorite television shows without having to set their DVR or browse separate menus on their set-top boxes. Instead, customers

can open the electronic programming guide, scroll back and replay linear programming instantly. Replay TV also allows our

customers to replay a television program from the start even while the live broadcast is in progress. Replay TV is accessible

through Mediabox and Ziggo GO.

We offer pay-per-view programming through VoD giving subscribers access to thousands of movies. We continue to

develop our VoD services to provide a growing collection of programming. Our subscription VoD service “Movies & Series”

is included in our mid-tier video service accessed through Mediabox. We also offer award-winning content from ViacomCBS

(Paramount Studios, SHOWTIME®, Universal, Dreamworks and CBS Studios) through SkyShowtime. VoD service and is

included in our enhanced video service as part of our converged services (see converged services). For an additional monthly

charge, we also offer approximately 40 additional TV channels through SkyShowtime and TV Zenders Plus VoD service which

is included in our high tier enhanced video service. Our VoD services, including catch-up TV, are available on a subscription or

a transaction basis, depending on the tier of enhanced video service selected by the subscriber.

Additionally, we have our own sports channel, “Ziggo Sport”. In 2023, Ziggo Sport broadcasted over 10,000 hours of elite

sports from all over the world with a focus on football, racing, tennis, golf, athletics and Dutch national teams competing in

World and European Championships. We enhanced the engagement on our social media channels, adding up to 2.2 million

followers. Ziggo Sport continues to hold major sports rights, including PGA Europe (golf), ATP (tennis) and LaLiga (football,

until 2029), as well as the exclusive rights of the three UEFA Club Championships (Champions League, Europa League and

Europa Conference League) as of August 2024 and rights for the Africa Cup of Nations for 2024 and 2025.

Fixed-line Telephony Services

Multi-feature telephony services are available through voice-over-internet-protocol (VoIP) technology. We pay

interconnect fees to other telephony and internet providers when calls by our subscribers terminate on another network and

receive similar fees from providers when calls by their users terminate on our network through interconnection points.

Our telephony service may be selected in combination with one or more of our other services. Our telephony service

includes a basic fixed-line telephony product for line rental and various calling plans, which may consist of any of the

following: unlimited network, national or international calling, unlimited off-peak calling and minute packages, including calls

to fixed and mobile phones. We also offer value added services, such as a personal call manager, unified messaging and a

second or third phone line at an incremental cost.

Converged services

As part of our converged strategy, we offer additional benefits to customers who have both mobile and fixed subscriptions

with VodafoneZiggo. Eligible video customers taking a broadband product and a postpaid mobile subscription receive extra

benefits at no incremental cost. Benefits include double mobile data allowance, an extra premium TV package consisting of

either SkyShowtime, Ziggo Sport Total or Ziggo Kids entertainment and an internet security package. In addition, a monthly

discount up to €7.5 will be given for quad-play acquisition and retention purposes, providing a premium converged offer at

competitive prices to new and renewing customers.

Through our customer loyalty program “Priority”, we provide exclusive benefits to all our converged clients by expanding

our partnerships with Ajax, Ziggo Dome, MOJO Concerts and The Park Playground to name a few.

Business Services

In addition to our residential services, we offer business services. For business and public sector organizations, we provide

a range of voice, data, video, security, collaboration and cloud-based services, using a variety of fixed and mobile connectivity

services. Our business customers include SOHO, small businesses and medium and large enterprises.

Our business services are designed to meet the specific needs of our business customers. These services fall into six broad

categories:

• Mobile services, including voice calling, SMS and wireless broadband internet in over 190 countries, making use of

2G, 4G and 5G mobile network technology;

• Secure broadband connectivity via our own coax and fiber networks, complemented with fiber connectivity from other

network operators, to enable nation-wide coverage. Coax broadband services are based on residential services,

differentiated with higher speed and business service level agreements. Fiber connectivity makes use of both Fiber-to-

the-Office (FttO) and Fiber-to-the-Home (FttH) footprints, to make sure our customers can get a fit-for-purpose

connection;

• Multiple dwelling unit services in a B2B2C model for targeted industries, like hospitality, healthcare and student-

housing. Here we offer the inhabitants of these facilities the same broadband internet, TV and entertainment services

as our consumer customers can enjoy at home;

• Enterprise data services for medium to large customers: Internet access, SD-WAN services, high capacity point-to-

point services, and managed WiFi networks;

• Enterprise voice services, using Session Initiation Protocol (SIP) technology, and Service Number services; and

• Value added services (often cloud based) like: Unified Communications, IoT solutions, Security and Contact Center

applications. These services are often complemented with Professional, Managed and Adoption services, that help our

customers to get the most out of these services.

By December 31, 2023, in the SOHO segment, 52% of our broadband customers also take their mobile services from

VodafoneZiggo. This accounts for 67% of the mobile base in SOHO. During 2023, we have expanded our Unified

Communications portfolio (Microsoft Teams, Office 365, One Net and Storm contact center) with a number of new features to

support hybrid working, and continue to serve a growing number of customers.

In 2023, we continued to leverage our Iot.Nxt platform to expand our offering of IoT services with new solutions, leading

to a further growth of our IoT base and revenues.

With Vodafone Business Marketplace, we offer small and medium sized enterprises (SME) a growing number of sector

specific business applications via a cloud based platform. SME customers are able to directly download and manage these apps

online through the Vodafone marketplace helping to improve customer experience.

Our business services are provided to customers at contractually established prices based on type of services received and

the volume and duration of the service agreement. SOHO and small business customers pay business market prices on a

monthly subscription basis to receive enhanced service levels and business features that support their needs. For medium to

large business customers, we enter into more individual agreements to address their needs. These agreements are generally

contracted for a period of one to five years.

Operations

Marketing and Sales

We market and sell our products to customers using a broad range of sales channels, primarily online sales through our

website, inbound and outbound telemarketing and partner retailers. We also sell our services direct to the customers at certain

marketing events and through our own 100 VodafoneZiggo stores.

We encourage customers to purchase our services and products through our website. We currently outsource the majority

of our inbound and outbound telemarketing operations to external service providers. We also have partner shops in various

cities in our footprint. We further target residential customers through partnerships with retail outlets, such as multi-media

retailers, electronics and telecommunications stores. These partnerships generally focus on sales that are related to our postpaid

mobile telephony, enhanced video and broadband internet services.

For our business sales, we use multiple sales channels, both direct and indirect, to better service our customers. For SOHO

and Small customers we use a mix of in- and outbound service desks, our own retail stores, partner retailers and increasingly

online channels. We have a team of dedicated account managers who work exclusively with our key account customers.

Furthermore, we have an extensive network and support program for external business partners who sell our products and

services to small and medium customers as well as manage these customer relationships.

Customer Service

Our customer service operations are responsible for all live customer care interactions, including handling customer queries

and complaints. Their focus is on improving customer satisfaction and enhancing customer lifetime management as well as

offline and online marketing integration. Customer service also provides inbound telemarketing and sales support functions for

residential customers. To enhance our customer experience, we improved our customer journeys by bringing in the voice of the

customer through the Improvement Loop, strong collaboration with the Technology Department and Credit Management and

Billing and we offer smart online customer services via our web, app and our Customer Communities. In addition, we

increasingly utilize Artificial Intelligence services in our customer contacts as well as social media channels. We operate

dedicated customer service centers throughout the Netherlands. As we believe proactive service and digitization are the way

forward to achieve future customer loyalty, we are committed to improve and innovate our digital services to offer our

customers the best customer experience in their preferred channel. We do this by blending the best of technology and human

interaction in a personal, instant and easy way. This is embodied in pro-active monitoring tools, chatbots and personalized apps

for customer service, such as the MyVodafone and MyZiggo app.

Our customer service agents are skilled in multiple areas, including marketing campaigns, customer care, and sales for a

variety of products as well as technical service. We have also created specialist teams for customers with more complex

questions. In 2023 we created a ‘Make today fantastic!’ campaign around the WiFi crew. Furthermore in 2023, we have rolled

out new teams with other areas of expertise, such as the Admin crew. These teams also help to improve our processes faster and

in a structural way. All of our customer services agents are regularly trained in taking customer ownership, empathy, sales and

retention skills and on excellent product knowledge. Depending on the customer intent we connect the best possible employee

with the best mandate in order to have the best possible outcome on customer experience and customer life time value.

Network and Technology

Our video, broadband internet and fixed-line telephony services are transmitted over a hybrid fiber coaxial cable network.

This network is composed of national and regional fiber networks, which are connected to the home over the last few hundred

meters by coaxial cable. This network allows for two-way broadband communications and is flexible enough to support our

current services, as well as new services.

We also provide our services over certain partner networks. We offer this service on an exclusive and non-exclusive basis

to small cable network owners who have not developed the capability to offer premium products, such as broadband internet,

video and telephony services. The 7.5 million homes passed on our network exclude homes reached by a partner network.

To connect ‘remote’ locations we either connect customers via our own fiber network or we lease fiber connectivity from

fiber wholesale suppliers, when economically feasible.

We closely monitor our network capacity and customer usage. Where necessary, we increase our capacity incrementally,

for instance by splitting nodes in our network. We also continue to explore new technologies that will enhance our customers’

connected entertainment experience, such as:

• recapturing bandwidth and optimizing our networks by increasing the number of nodes in our markets and using

digital compression technologies;

• completing the switch-off of analogue radio to free up capacity for internet and television usage;

• completing the increase of the bandwidth of our hybrid fiber coaxial cable network to 1.2GHz;

• completing the gigabit (DOCSIS 3.1 technology) roll-out in our entire footprint;

• completing the roll-out of our business grade Carrier Ethernet Network (while switching off the Metro & Neon

networks)

• enhancing our network to accommodate additional business services;

• accelerating the roll-out of our Mesh WiFi (SmartWiFi) offerings to enhance our customers' in-home broadband

connection; and

• Introducing the Next Mini, the new all IP TV platform including OTT integration.

To deliver our 2G, 4G and 5G mobile services, we have mobile spectrum licenses in the 700, 800, 900, 1400, 1800, 2100,

and 2600 MHz bands. Licenses for 700, 1400 and 2100 MHz bands are valid till 2040, the other licenses till 2030.

Supply Sources

For our video services, we license most of our programming and on-demand offerings from content providers and third-

party rights holders, including broadcasters and cable programming networks. For such licenses, we generally pay a monthly

fee on a per channel or per subscriber basis with minimum pay guarantees in certain cases. We generally enter into long-term

programming licenses with volume discounts and marketing support. For on-demand programming, we generally enter into

shorter-term agreements and also pay royalties based on our subscribers’ usage. For our distribution agreements, we seek to

include the rights to offer the licensed programming to our customers through multiple delivery platforms and through our apps

for smart phones and tablets.

We purchase each type of customer premises equipment from a number of different suppliers. Customer premises

equipment includes set-top boxes, WiFi routers, DVRs, tuners, modems and similar devices. For each type of equipment, we

retain specialists to provide customer support. Similarly, we use a variety of suppliers for mobile handsets to offer to our

customers taking mobile services.

We license software products, including email and security software, and content, such as news feeds, from several

suppliers for our internet services. The agreements for these products require us to pay a per subscriber fee for software licenses

and a share of advertising revenue for content licenses. For our mobile network operations and our fixed-line telephony

services, we license software products, such as voicemail, text messaging, and caller ID, from a variety of suppliers. For these

licenses, we seek to enter into long-term contracts, which generally require us to pay based on usage of the services.

We aim to purchase as sustainable as possible. To ensure this, we collaborate with Ecovadis, an independent organisation

that monitors suppliers in terms of environmental, labor and human rights, ethics and sustainable purchasing. As a result of their

in-depth and up-to-date information, we can make better and more informed choices.

Competition

The Dutch market for video, broadband internet, fixed-line telephony, and mobile services is highly competitive and

rapidly evolving. Technological advances and product innovations have increased and are likely to continue to increase giving

customers several options for the provision of their telecommunications services. Our customers want access to high quality

telecommunication services that allow for seamless connectivity. Accordingly, our ability to offer converged services (video,

internet, fixed telephone, and mobile) is a key component of our strategy. We compete with companies that provide fixed-

mobile convergence bundles, as well as companies that are established in one or more communication products and services.

Consequently, our business faces significant competition.

For all our services, we compete with the provision of similar services from operator KPN N.V. (KPN), Odido Netherlands

B.V (Odido) (formerly T-Mobile Netherlands B.V.), and smaller parties. KPN and most other competitors use KPN’s fixed

network and offer (i) internet protocol television (IPTV) over fiber optic lines where the fiber is to the home, cabinet, or

building or to the node networks (Fiber-to-the-Home/-Cabinet/-Building/-Node is referred to herein as FttX) networks and

through broadband internet connections using DSL or very high-speed DSL technology (VDSL), KPN’s network also offers

several enhancements to VDSL, such as “vectoring” and “pair bonding”, and (ii) digital terrestrial television (DTT). Where

KPN has enhanced its VDSL system, it allows for offers of broadband internet with download speeds of 200 Mbps, and on its

FttX networks, it offers download speeds of up to 4 Gbps. The ability of competitors to offer a bundled triple-play of video,

broadband internet and telephony services and fixed-mobile convergence services, creates significant competitive pressure on

our operations, including the pricing and bundling of our products. The video services of competitors include many of the

interactive features we offer our subscriber. Portions of our network have been overbuilt by KPN’s and other providers’ FttX

networks and expansion of these networks is expected to continue.

We also experience competition from (i) over the top (OTT) video content aggregators utilizing our or our competitors’

high-speed internet connections (such as Amazon Prime Video, Netflix, Disney+, Viaplay, SkyShowtime and Videoland), (ii)

direct-to-home satellite (DTH) service providers, such as Canal Digital, a subsidiary of M7 Group S.A., and (iii) movie

theaters, video stores, video websites and home video products. In addition, we compete to varying degrees with other sources

of information and entertainment, such as online entertainment, newspapers, magazines, books, live entertainment/ concerts and

sporting events.

We compete with mobile operators KPN and Odido in the mobile market, offering 2G, 3G, 4G and 5G services, where

pressure on market price continues, characterized by aggressive promotional campaigns, heavy marketing spend, and increasing

data bundles. Furthermore, there is increasing competition from MVNO’s, some of which focus on niche segments such as no

frills, youth or ethnic markets. While in the business market, we see growing customer requirements to provide unified

communication solutions with a focus on employee mobility, seamless fixed and mobile transition, and digital workspace.

Connectivity Services in the high end business market are also offered by competitors like Eurofiber (nationwide fiber

access services) and international service providers like British Telecom, Colt, etc.

In the business segment we also compete with service providers offering ‘value added services’, mostly in OTT service

models based on Hosted Cloud technologies. These can be both local providers with nationwide coverage and international

cloud hosting providers like Microsoft, Amazon Web Services, IBM, etc.

Changes in market share are driven primarily by the combination of price and quality of services provided. To improve our

competitive position, we continuously monitor and update our portfolios.

We offer attractive bundle options, plus fixed-mobile convergence options, allowing our subscribers the ability to select

various combinations of services to meet their needs. Our competitive strategy with respect to our services includes:

• Video services: We include Mediabox and Replay TV in our extended digital video tier offers. Ziggo GO is also

available, providing subscribers the ability to watch linear and VoD programming through a second or third screen

application on smart phones, tablets, and laptops and to record programs remotely. In addition, we continue to improve

the quality of our programming and modify our video options by offering attractive content packages such as Ziggo

Sport channels and award-winning content from ViacomCBS.

• Mobile services: We offer a wide range of nationwide 2G, 4G and 5G mobile services and our Community WiFi

network. We also continue to invest in our mobile network to improve the availability and quality of our services.

• Broadband internet services: The speed of service depends on the location and the tier of service selected. In addition,

by leveraging our existing fiber rich broadband networks and our Network Extensions, we are in a position to deliver

gigabit services over our next generation DOCSIS 3.1 technology. As part of our DOCSIS 3.1 roll-out, we offer this

technology to all of our customer homes, representing our entire footprint. By using DOCSIS 3.1, we can extend our

download speeds to at least 1 Gbps. As DOCSIS 3.1 technology improves not only our internet speed offers but also

allows for network growth. DOCSIS technology is an international standard that defines the requirements for data

transmission over a cable system. In addition, we offer the SmartWiFi pods and SmartWiFi app to enhance our

customers' in-home broadband connection; and

• Fixed-line telephony services: We position our services as “anytime”, “anywhere”, and “any destination” and offer a

variety of innovative calling plans to meet the needs of our customers, such as national or international calling,

unlimited off-peak calling and minute packages, including calls to fixed and mobile phones.

Regulatory Matters

For a description of current regulatory developments in the Netherlands, which will affect our operations, see the

“Regulatory” section in this Annual Report.

Other

Our application of value-added taxes (VAT) with respect to certain mobile revenue generating activities has been

challenged by the Dutch tax authorities in two different court cases. The Dutch tax authorities challenged the multipurpose

character of certain mobile subscriptions that we entered into during 2017 and 2018. The initial verdict in both cases was in

favor of the tax authorities. We appealed these decisions to the higher court and the hearing of both cases was held in February

2023. In May 2023, the higher court ruled in favor of the Dutch tax authorities in both cases. Accordingly in 2023, we recorded

a provision for litigation of €33.4 million and related interest expense of €2.5 million. We have filed an appeal in cassation and

the timing of the final outcome remains uncertain.

In addition to the foregoing item, we have contingent liabilities related to (i) legal proceedings, (ii) wage, property, sales

and other tax issues, (iii) disputes over interconnection fees and (iv) other matters arising in the ordinary course of business. We

expect that the amounts, if any, which may be required to satisfy these contingencies will not be material in relation to our

financial condition or results of operations.

REGULATORY

Overview

The following section provides a summary of certain of our regulatory requirements and obligations in the Dutch market.

This description is not intended to be a comprehensive description of all regulation in this area nor a review of specific

obligations which have been imposed on us. Adverse regulatory developments could subject our business to a number of risks.

Regulation could limit growth, revenue, and the number and types of services offered and could lead to increased operating

costs and capital expenditures. In addition, regulation may restrict our operations and subject them to further competitive

pressure, including pricing restrictions, interconnect and other access obligations, and restrictions or controls on content. Failure

to comply with current or future regulation could expose our businesses to penalties.

The broadband internet, video distribution, fixed-line telephony and mobile businesses are regulated at the European Union

(“EU”) level. In the Netherlands, these regulations are implemented through the Telecommunicatiewet (the Dutch

Telecommunications Act, “DTA”) and the Mediawet (the Dutch Media Act “DMA”) and related legislation and regulations.

The Autoriteit Consument en Markt (the Dutch Authority for Consumers and Markets “ACM”,) and the Rijksinspectie Digitale

Infrastructuur (the Governmental Inspection Digital Infrastructure “RDI”) are the main supervising authorities that supervise

and enforce compliance with certain parts of the DTA. Pursuant to the DTA, the ACM is designated as a National Regulatory

Authority (NRA). The Commissariaat voor de Media (the Dutch Media Authority “CvdM”) is authorized to enforce

compliance with the DMA.

In addition to complying with industry specific regimes, we must comply with both specific and general laws and

regulations such as competition, cyber security and business continuity, personal data protection and consumer protection.

European Union

Many laws and regulations VodafoneZiggo is subject to, originate at EU level. The EU is discussing various proposals and

we expect the introduction of new or amended laws and regulations in the near future, including:

• Artificial Intelligence Act and the Artificial Intelligence Liability Act, which regulate the development, deployment

and use of artificial intelligence systems.

• Gigabit Infrastructure Act, which will replace the Broadband Cost Reduction Directive and includes measures to

reduce the cost of deploying Gigabit electronic communications networks

• Accessibility Act, which will introduce accessibility rules for a number of key products and services, including

telecommunications services, to ensure full and equal participation of people with accessibility

• e-Privacy Regulation, which will replace the current e-Privacy Directive

• Data Act, which lays down rules on data sharing in business-to-government relations and business-to-business

relations to improve data access and use

• Cybersecurity Resilience Act, which establishes common cyber security standards for products (especially connected

objects) and services

All of these initiatives could have an impact on our business from 2024 onwards and are therefore closely monitored.

Relevant EU laws and regulations that have been introduced over the last years include:

European Electronic Communications Code

The European Electronic Communications Code (EECC), for which a first proposal was introduced on September 14,

2016. The proposal recognized the need for greater incentives to boost private sector investment in very high capacity networks,

while maintaining the key elements of the regulatory framework that had been in place until then, notably market analysis with

remedies only being imposed on operators with Significant Market Power. It included other forms of access - extending the

system of symmetrical access powers and the notion of joint Significant Market Power and captured all types of services that

are relevant to consumers, not only the traditional electronic communications services but also OTT services. Moreover, the

proposal brought greater harmonization to the timetables for spectrum licensing and renewal. Following the negotiations among

the European Commission (EC), European Council and European Parliament (EP), agreement was reached and the EECC

entered into force on December 20, 2018. Member states had until December 21, 2020, to transpose the EECC into national

law. The Netherlands implemented the EECC into national law (most notably the DTA) as per February 23, 2022.

Digital Services Act, Digital Markets Act.

Amending the eCommerce Directive, the EC published its proposal on the Digital Services Act (DSA) on December 15,

2020. The DSA aims to set obligations and accountability rules for providers of network infrastructure (such as internet access

providers like VodafoneZiggo), hosting service providers, and online platforms for the content provided by their users. Specific

obligations would apply to very large online platforms which have at least 45 million monthly active users in the EU. Rules also

apply to non-EU established providers that provide services to EU citizens. The DSA contains full-fledged oversight and

enforcement rules with the ability to set fines of up to 6% of the global annual turnover of platforms.

Also on December 15, 2020, the EC published a proposal on the Digital Markets Act (DMA). This act would establish an

ex ante framework for digital platforms designated as gatekeepers. These platforms, with “considerable market power”, exert

substantial control over access to digital markets. The DMA’s overall objective is to address market failures and unfair conduct

by gatekeeper platforms to promote a fair and contestable online platform environment.

On July 18, 2022, the Council of the EU endorsed its provisional agreement with the EP on the DMA and the DMA

applies from May 2, 2023. A provisional agreement on the DSA was reached on April 23, 2022 and was formally approved by

the EP and the Council of the EU on July 5, 2022 and October 4, 2022, respectively. The DSA was signed into law on October

27, 2022 and came into force on January 27, 2024. Both have the status of regulation and will be directly applicable in the

member states' legal order without the need for transposition.

Corporate Sustainability Reporting Directive

The Corporate Sustainability Reporting Directive (CSRD) came into force on January 5, 2023. The CSRD extends and

strengthens the existing rules on non-financial reporting and aims to eventually have the same standards for both sustainability

reporting and financial reporting. Companies will have to report on how sustainability issues affect their business, as well as the

impact of their activities on people and the environment. The CSRD also aims to increase the transparency of the reporting

process of companies, providing a single framework for providing information to investors and stakeholders. The first of the

reporting requirements relevant to VodafoneZiggo will apply in 2026 (for fiscal year 2025 reporting).

The Netherlands

The DTA comprises a wide variety of rights and obligations relevant to the provision of public electronic communications

networks and services. Certain key provisions included in the DTA are described below, but this description is not intended to

be a comprehensive description of all regulations in this area.

Licensing

The DTA contains a system of general authorizations. A provider of a public electronic communications network or service

needs to register with the ACM. The purpose of the registration is to ensure compliance with applicable laws and regulations

and does not constitute a formal condition for market entry.

With regard to scarce resources such as telephone numbers and frequencies, a system of individual licenses applies. The

ACM administers licenses with regard to telephone numbers. The RDI is responsible for authorising and managing the use of

radio spectrum in the Netherlands. Spectrum licenses are issued upon application, primarily on a first-come-first-serve basis, or

an auction. A spectrum license confers the right to use a specific set of frequencies in a specific band for a specific period of

time and under specific conditions, such as coverage obligations. Spectrum licenses are transferable with permission from the

Minister of Economic Affairs. In addition to one-off license fees, holders of licenses have to pay annual supervision costs,

based on the amount of spectrum held. We hold licenses in the 700, 800, 900, 1400, 1800, 2100, and 2600 MHz bands to

provide 2G (GSM), 4G (LTE) and 5G communications in the Netherlands. In 2020, we acquired new licenses in the 700 and

1400 MHz bands and renewed our 2100 MHz licenses, all for a period of 20 years. The other licenses will expire in 2030. As of

December 31, 2023, we hold approximately 33% of the total mobile spectrum licenses in the Netherlands, which are used to

deliver mobile services. The Dutch Government is planning to auction 300 MHz in the 3.5 GHz band in Q2 or Q3 2024.

Access, Interoperability and Interconnection

All providers of public electronic communications networks or services who control access to end-users are obliged to

enter into negotiations upon the request of a competitor to conclude an interoperability agreement. Interoperability refers to all

measures, including network interconnection, which should be implemented to ensure end-to-end connections. If a provider

does not comply with its obligation to enter into negotiations, the ACM, at the other party’s request, can impose proportionate

obligations on the provider in order to ensure end-to-end connectivity.

Significant Market Power

To ensure that the telecommunications markets become genuinely competitive, the ACM can impose ex ante regulation by

means of market analysis decisions on operators or service providers that have significant market power in a relevant market.

Ex ante regulation means that the ACM sets behavioral rules beforehand with which providers with significant market power

must comply. A company will be deemed to have significant market power if, either individually or jointly with others, it

enjoys a market position equivalent to dominance, i.e., a position of economic strength affording it the power to behave to an

appreciable extent independently of competitors, customers, and ultimately consumers.

Before it can be established whether an operator or service provider has significant market power, the ACM needs to

determine, in accordance with the principles of general European competition law, in which relevant electronic communications

market(s) the operator or service provider competes. The ACM must do this while taking into account the EC’s

“Recommendation on relevant product and service markets within the electronic communications sector”, the latest version of

which was published by the EC on December 21, 2020. The ACM may also define additional relevant markets provided that

any such market meets the cumulative criteria defined by the EC in its so called three criteria test for determining whether a

market is susceptible to ex ante regulation.

If the ACM determines that a company has significant market power, the ACM must impose one or more appropriate

obligations. These obligations relate to, among other things, access and use of specific network facilities, non-discrimination,

transparency, and price regulation at both the wholesale and retail level. To ensure a proper functioning of the market, these

obligations may not be disproportionate. The investigation of a relevant market, the designation of parties with significant

market power and the imposition of ex ante obligations culminate in so-called market analysis decisions of the ACM. These

decisions normally apply for a period of five years, after which the market concerned needs to be re-investigated.

The ACM has completed various rounds of market analyses. Currently relevant market analyses concern the market for

Call Termination and Fixed Local Access, both of which are discussed below.

ACM Call Termination Market Analysis

ACM is currently conducting an update of the Call Termination Market Analysis, the relevance of which has however

significantly declined with the introduction of EU Call Termination rates. Further to the entry into force of the EECC, the EC

adopted a delegated act on December 18, 2020, that sets maximum, EU-wide voice termination rates, both fixed and mobile.

These rates are applicable to any operator providing voice call termination services in the EU. Further to approval of the

delegated act by the European Council and the EP in the second quarter of 2021, the new rates applied as of July 1, 2021. The

delegated act includes a transition period for the fixed rate that ended on December 31, 2021, and a glide path for the mobile

rates that ended on December 31, 2023.

ACM Fixed Local Access Market Analysis

With the Court’s annulment of ACM’s Market Analysis decision in March 2020, a cable access obligation on

VodafoneZiggo and access obligations on KPN were abolished. ACM has since investigated the need to re-regulate the fixed

broadband market. A draft market analysis decision was expected in the first quarter of 2022, but was put on hold after KPN

announced it had improved the wholesale conditions to its FttH-network. In August 2022, ACM made this offer binding for a

period of eight years via a so-called commitments decision.

In July 2023, ACM published a draft market analysis in which it found the fixed market to be competitive, mainly driven

by the availability and future roll-out of open FttH-networks. After a market consultation and notification with the European

Commission, a final decision was published in December 2023. ACM, at the same time, published a draft and final decision

regarding YouCa’s request for symmetric access to our fixed network in the city of Amsterdam. ACM found there is no basis to

grant such a request.

Network and services security and continuity

As a provider of public electronic communication networks and services, VodafoneZiggo is subject to specific obligations

in the DTA to safeguard the security and integrity of our networks and services. We are also obliged to ensure the continuity of

electronic communications services in the event of disturbances or outages of the electricity grid. Further to the Wet beveiliging

netwerk- en informatiesystemen (Wbni), the Dutch implementation of the Security of Network and Information systems

directive (NIS), we are also required to notify RDI and the National Cyber Security Center (NCSC) of cyber security and

integrity breaches which materially threaten the continuity of our networks and services.

On December 14, 2022 the European institutions adopted the NIS2 directive (a revision and expansion of the current NIS

regime, aiming to tackle its limitations, as well as respond to changes in the cyber security threat landscape) and the Critical

Entities Resilience Directive (CER) and both directives entered into force on January 16, 2023. Under NIS2 and the CER,

which will have to be transposed into Dutch law by October 17, 2024, VodafoneZiggo will be designated an operator of

essential services, and will therefore be subject to the strictest obligations (both with regard to (cyber) security and continuity of

network services) of NIS2 and the CER, the latter regulating physical security aspects.

End-user Protection

As a provider of public electronic communication networks and services, we are subject to specific regulations aiming to

protect end-users, including regulations concerning information obligations toward consumers, the enactment of amendments to

end-user contracts, the term of end user contracts, termination rights of consumers, quality reporting, access to emergency

numbers and subscriber information, and compensation of subscriber fees in the event of outages. Access to emergency

numbers has to be provided without limitation and free of charge. Access to subscriber information includes the provision of

access to the names, addresses and telephone numbers of our subscribers who have consented to be included in directory

enquiry services.

Data Protection

For providers of public electronic communications networks or services and further to the EU General Data Protection

Regulation (GDPR) and the ePrivacy Directive, a strict data protection regime applies in the Netherlands. On May 25, 2018,

the GDPR, which replaced the European Data Protection Directive, came into force. The GDPR has direct effect in the

Netherlands with additional data protection obligations relevant to our operations that include: (i) clear explanation and

transparency of personal data usage to customers and employees, and maintaining an internal data processing register, (ii)

affirmative consent from users for profiling by automated means, (iii) stronger privacy rights for users and (iv) application of

privacy by design/default to data processes.

In addition to the general data protection framework of the GDPR, the DTA sets out specific regulations for providers of

public electronic communications networks and services. These regulations include an obligation to offer certain technical

facilities, such as specification of invoices, telephone number identification and transfer of calls, rules regarding the use and

processing of location data and traffic data (i.e., call detail records), an obligation to provide access to subscriber lists for

directory services, obligations to implement security measures to protect personal data and rules regarding unsolicited

commercial communications (“spam”). The DTA also obliges providers of public electronic communications networks to

notify the AT in case of a security breach or major outage. If this includes the leakage of personal data processed by the

provider, the Autoriteit Persoonsgegevens (Data Protection Authority) needs to be informed as well.

On January 10, 2017, a draft ePrivacy Regulation (ePR) was proposed by the EC to replace the ePrivacy Directive. The EU

member states, after four years, reached an agreement, on February 10, 2021, on a common position regarding the ePR. The

trilogue between EC, EP and member states, aiming to reach agreement on the final wording of the ePR, began in the second

quarter of 2021. Ever since negotiations have been going on and although many compromise texts were discussed also in 2023

no agreement has been reached.

Lawful Interception

Providers of public telecommunication networks and services can only make their networks and services available to the

public if they have arranged their networks and services in such a manner that they can be lawfully intercepted promptly.

Providers of public telecommunication networks and services are obligated to cooperate fully in the execution of a lawfully

given special tapping order or permission, in accordance with the technical and procedural requirements set forth on the basis of

the DTA, and to provide relevant Dutch law enforcement agencies information on subscribers and telecommunications traffic.

Radio and Television Transmission

The distribution of must-carry television services to the public is regulated by the DMA, entailing obligations regarding the

transmission of specified radio and television broadcast channels. Providers of digital program packages with 100,000 or more

subscribers are subject to the obligation to provide at least 30 television channels, including six public television broadcasting

channels as a must carry obligation, a limited amount of regional and local television broadcasting channels and a number of

digital radio broadcasting channels.

Moreover, the DMA includes obligations related to the so-called event-list, which lists sports and cultural events that have

to be distributed via an open TV-channel. An open TV-channel is free of charge and reaches at least 75% of Dutch households.

VodafoneZiggo holds rights to UEFA football matches from 2024 to 2027. Some of these matches are on the event list.

Per January 1, 2024, the DMA also includes a so-called investment obligation, which stipulates that providers of VoD-

services with a yearly Dutch turnover of €10M or more, have to invest 5% of that turnover in Dutch content productions. VoD-

services that are offered only as part of program package are exempted from this obligation.

There is no regulated financing mechanism in place between network operators and broadcasters. Commercial and public

program providers must negotiate with network operators regarding transmission fees.

Property Rules regarding the Network

In accordance with the Dutch Civil Code, all public fixed-line electronic communication networks are the legal property of

the rightful constructor of the network or its legal successor, and not (by accession) of the owner of the ground in which the

network resides. Registration at the Kadaster (the Land Registry) is required for the transfer of legal ownership and/or to

encumber public networks, for example by a right of mortgage. Registration is also required to enjoy statutory protection

against title claims of third parties. We have currently registered a substantial majority of our hybrid fiber-coaxial (“HFC”)

network at the Land Registry.

Roaming

As a result of the European Roaming Regulation, which has direct effect in the Netherlands, as of June 15, 2017, roaming

retail surcharges are no longer permitted, subject to a fair use policy. On July 1, 2022, revised maximum wholesale roaming

rates (exclusive of VAT) became effective decreasing: i) voice calls from €0.022 per minute to €0.019 per minute from 2025

until 2032, (ii) SMS sent from €0.004 to €0.003 from 2025 until 2032 and (iii) rates for data at €2 per GB decreasing annually

ultimately to €1 per GB from 2027 until 2032. The regulation will be reviewed in 2025.

International calls

New rules regarding intra-EU communications impose regulated maximum retail prices charged to consumers of €0.19 per

minute for calls and €0.06 per SMS message (exclusive of VAT). The rates apply to fixed and mobile communications,

effective from May 15, 2019 for a period of five years.

Consumer Credit

In June 2014 and February 2016, the Dutch (Civil) Supreme Court ruled that certain combined propositions of mobile

services and a mobile handset could, under circumstances, be qualified as, inter alia, consumer credit and installment sales,

which qualification could have consequences on the validity of certain customer contracts and the applicability of financial laws

including the supervision of the Autoriteit Financiële Markten (the Dutch financial market supervisory body, “AFM”).

Vodafone NL was not party to the above-mentioned proceedings.

Furthermore, Vodafone NL has been in close consultation with the Financial Market Authority about the applicability and

implementation of financial laws on consumer credit going forward and applied for a consumer credit license with the AFM in

June 2016. Since mid-2017 Vodafone has provided consumer credit to its consumers under a granted license and is registered as

a credit providing entity by the AFM.

Conditions Applied in Connection with the Ziggo Acquisition and KPN appeals against EC merger decisions for Ziggo

Acquisition

Liberty Global’s acquisition of Ziggo obtained regulatory clearance from the EC on October 10, 2014, subject to the

following commitments from Former Ziggo that are transferred to our company:

• a commitment to carry Film 1 channels on our network at least until October 2017; and

• a commitment until October 10, 2022, with respect to our fixed network (i) not to enforce certain clauses currently

contained in carriage agreements with broadcasters that restrict the ability of broadcasters to offer their channels and

content via OTT services, (ii) not to enter into carriage agreements containing such clauses, and (iii) to maintain

adequate interconnection capacity through at least three uncongested routes into our network, at least one of which

must be with a large transit provider.

In July 2015, KPN lodged an appeal against the EC decision clearing the acquisition of the Ziggo business by Liberty

Global. On October 26, 2017, the General Court of the EU ruled that the EC did not state sufficient reasons for not analyzing

the possible vertical anti-competitive effects on the market for premium pay TV sports channels and consequently annulled the

EC decision. Article 10 (5) of the Merger Regulation provides in such a case that transaction shall be re-examined by the EC

with a view to adopting a new decision. In April 2018, we filed a formal re-notification of this merger with the EC. On May 30,

2018, the EC again cleared the acquisition of the Ziggo business by Liberty Global. The earlier agreed commitments from

Former Ziggo that were transferred to VodafoneZiggo, have been extended to May 2026.

Legal Proceedings

From time to time, we may become involved in litigation relating to claims arising out of our operations in the normal

course of business. We believe the ultimate resolution of any of these existing contingencies would not likely have a material

adverse effect on our business, results of operations, financial condition or liquidity.

Employees

During 2023, we, includ

ing our consolidated subsidiaries, had an aggregate of approximately 6,272 average number of full-

time equivalent employees, certain of whom belong to organized unions and works councils. Certain of our subsidiaries also

use contract and temporary employees, which are not included in this number, for various projects.

MANAGEMENT AND GOVERNANCE

Management and Supervisory Directors

VodafoneZiggo is managed by the Managing Directors of its intermediate holding company, VodafoneZiggo Group

Holding. The Managing Directors are responsible for the day-to-day management of the business and, among other things, the

overall supervision and administration of the business activities, the appointment and removal of executive officers, and the

review of financial statements for VodafoneZiggo and its affiliates. Responsibilities for operations are delegated to members of

senior management.

The responsible Managing Directors are Jeroen Hoencamp as Chief Executive Officer (CEO) and Ritchy Drost as Chief

Financial Officer (CFO).

Jeroen Hoencamp was appointed CEO of Vodafone NL on September 1, 2016. A Dutch citizen, he led Vodafone’s U.K.

business as CEO from September 2013 to September 2016 and was previously CEO of Vodafone Ireland. Before that, he spent

12 years in a number of senior executive roles (including Sales Director and Enterprise Business Unit Director) with Vodafone

NL. Earlier in his career he worked in senior marketing and sales positions with Canon Southern Copy Machines, Inc. in the

U.S. and Thorn EMI/Skala Home Electronics in the Netherlands. He is a former officer in the Royal Dutch Marine Corps.

Mr. Hoencamp announced that he will retire from VodafoneZiggo as CEO effective May 1, 2024. Liberty Global and

Vodafone Group have initiated the process of finding a successor, but in the meantime he will continue to lead VodafoneZiggo

and the execution of its strategy.

Ritchy Drost was appointed CFO and member of the Management Board of Ziggo Group Holding, in September 2015.

Ritchy Drost was appointed CFO, European Broadband Operations, of Liberty Global in January 2012. Mr. Drost served as

Managing Director and CFO of Ziggo Services and its predecessors, from January 2006 to January 2012. Prior to that, he held

various management positions after joining a predecessor of Liberty Global Europe in November 1999. Previously he was with

Arthur Andersen LLP in their assurance practice.

The business address of each of the Managing Directors named above is Boven Vredenburgpassage 128, 3511 WR Utrecht,

the Netherlands. There are no potential conflicts of interest between the duties of the Managing Directors noted above towards

VodafoneZiggo and his or her personal interests and duties.

The Supervisory Board of VodafoneZiggo, established on the level of VodafoneZiggo Group Holding, consists of three

representatives from each of Liberty Global (currently Manuel Kohnstamm, Baptiest Coopmans and Charlie Bracken), and

Vodafone (currently Sateesh Kamath, John Otty and Serpil Timuray), and two members appointed on the recommendation of

the Works Council of VodafoneZiggo (currently Carla Mahieu and Huub Willems). Certain matters require approval of the

Liberty Global and Vodafone representatives. The post of Chair of the Supervisory Board will be held for alternating 12 month

periods by a Liberty Global or Vodafone representative, Serpil Timuray is the current Chair of the Supervisory Board (Manuel

Kohnstamm was Chair from January 1, 2023 through December 31, 2023).

PRINCIPAL SHAREHOLDERS

VodafoneZiggo

is wholly-owned by VodafoneZiggo Group Holding. VodafoneZiggo Group Holding is a 50:50 joint

venture among Liberty Global and Vodafone.

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, and currently provides over 85 million connections across

Europe. Liberty Global’s businesses operate under some of the best-known consumer brands, including Sunrise in Switzerland,

Telenet in Belgium, Virgin Media in Ireland, UPC in Slovakia, Virgin Media-O2 in the U.K. and VodafoneZiggo in The

Netherlands. Liberty Global’s investment arm, Liberty Global Ventures, has investments in more than 75 companies and funds

across the content, technology and infrastructure industries, including stakes in companies like ITV, Televisa Univision, Plume,

AtlasEdge and the Formula E racing series.

Vodafone is the largest pan-European and African telecoms company whose purpose is to connect for a better future by

using technology to improve lives, digitalise critical sectors and enable inclusive and sustainable digital societies. Vodafone

provides mobile and fixed services to over 300 million customers in 17 countries, partners with mobile networks in 46 more

and is also a world leader in the IoT, connecting over 167 million devices and platforms. With Vodacom Financial Services and

M-Pesa, the largest financial technology platform in Africa, it serves more than 71 million people across seven countries.

_______________

*Represents aggregate consolidated and 50% owned non-consolidated fixed and mobile subscribers. Includes wholesale mobile connections of

the VMO2 JV and B2B fixed subscribers of the VodafoneZiggo JV.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF

OPERATIONS

The following discussion and analysis, which should be read in conjunction with our consolidated financial statements, is

intended to assist in providing an understanding of our results of operations and financial condition and is organized as follows:

• Overview. This section provides a general description of our business and recent events.

• Results of Operations. This section provides an analysis of our results of operations for the years ended December 31,

2023 and 2022.

• Liquidity and Capital Resources. This section provides an analysis of our corporate and subsidiary liquidity and

consolidated statements of cash flows.

• Critical Accounting Policies, Judgments, and Estimates. This section discusses those material accounting policies that

involve uncertainties and require significant judgment in their application.

The capitalized terms used below have been defined in the notes to our consolidated financial statements. In the following

text, the terms “we,” “our,” “our company”, and “us” may refer, as the context requires, to VodafoneZiggo or collectively to

VodafoneZiggo and its subsidiaries.

Unless otherwise indicated, convenience translations into euros are calculated, and operational data is presented, as of

December 31, 2023.

Included below is an analysis of our results of operations and cash flows for 2023, as compared to 2022. An analysis of our

results of operations and cash flows for 2022, as compared to 2021, can be found under Management’s Discussion and Analysis

of Financial Condition and Results of Operations included in our Annual Report for the year ended December 31, 2022, which

is available through VodafoneZiggo’s website at www.vodafoneziggo.nl and Liberty Global’s website at

www.libertyglobal.com.

Overview

General

VodafoneZiggo provides fixed, mobile and integrated communication and entertainment services to consumers and

businesses in the Netherlands. VodafoneZiggo is a wholly-owned subsidiary of VodafoneZiggo Group Holding.

VodafoneZiggo Group Holding is a 50:50 joint venture between Vodafone and Liberty Global.

Operations

Our company delivers market-leading products through next-generation networks that connect our customers to broadband

internet, video, fixed-line telephony and mobile services. At December 31, 2023, we owned and operated networks that passed

7,516,600 homes and served 8,252,900 Revenue Generating Units (RGUs), consisting of 3,524,700 video subscribers,

3,207,100 broadband internet subscribers and 1,521,100 fixed-line telephony subscribers. In addition, at December 31, 2023,

we served 5,642,000 mobile subscribers, which includes 5,301,800 postpaid subscribers.

The following table provides details of our organic RGU and mobile subscriber changes for the years indicated. Organic

RGU and mobile subscriber changes exclude the effect of acquisitions (RGUs and mobile subscribers added on the acquisition

date) and other non-organic adjustments, but includes post-acquisition date RGU and mobile subscriber additions or losses.

Year ended December 31,

2023 2022

Organic RGU losses:

Video

........................................................................................................................................ (140,000) (65,100)

Broadband internet ................................................................................................................... (99,900) (21,200)

Fixed-line telephony ................................................................................................................ (265,500) (278,100)

Total organic RGU losses ...................................................................................................... (505,400) (364,400)

Organic mobile subscriber additions (losses):

Postpaid net additions* ............................................................................................................ 144,900 179,100

Prepaid net losses** ................................................................................................................. (30,500) (9,600)

Total organic mobile subscriber additions ............................................................................. 114,400 169,500

* During 2022, we reclassified 7,300 voice SIMs to IoT SIMs within B2B segment, which resulted in a non-organic reduction of our mobile postpaid SIMs

count.

** Prepaid net losses for the year ended December 31, 2022, include approximately 15,000 SIMs donated to Ukrainian refugees.

Video services. For most of our customers, we have enhanced our video offerings with various products that enable such

customers to control when they watch their programming. These products range from digital video recorders to multimedia

home gateway systems capable of distributing video, voice, and data content throughout the home and to multiple devices.

Broadband internet services. Following the completion of the gigabit roll-out, subscribers to our residential broadband

internet services can access the internet at download speeds of up to 1 Gbps, depending on the tier of service selected. We

determine pricing for each tier of broadband internet service through analysis of speed, market conditions and other factors. We

continue to invest in new technologies that allow us to increase the internet speeds we offer to our customers.

Fixed-line telephony services. We offer fixed-line telephony services to all of our broadband communications subscribers,

primarily using VoIP technology.

Mobile services. We offer mobile services as a mobile network operator.

B2B services. We provide B2B services, including voice, broadband internet, data, video, wireless, and cloud services.

For additional information regarding the details of our products and services, see the “Business of VodafoneZiggo” section

in this Annual Report.

Strategy and management focus

We seek to add value to our customers through each and every connection related to our video, broadband internet, fixed-

line telephony and mobile services. We enable our customers to connect with their loved ones and build new meaningful

relationships and enjoy fantastic content and entertainment in familiar and refreshing ways thereby creating more satisfying

experiences for our customers.

The formation of the VodafoneZiggo JV created a national, fully converged telecom company in the Netherlands and, as

such, we believe we are able to better serve our customers and compete with our key competitors. As a converged telecom

company, we focus on the creation of growth opportunities, including quad-play, and cross-selling and upselling opportunities.

We emphasize improvement of customer satisfaction and loyalty to our company and the services we provide. Furthermore, we

leverage the knowledge and expertise of our ultimate parent companies, Liberty Global and Vodafone, and have realized

material synergies as we integrated and operated as one company.

From a strategic perspective, we are building a national fixed-mobile converged communications business through

continuous investment in our high speed, secured and stable fixed and mobile networks.

We strive to achieve organic revenue and customer growth in our operations by developing and marketing bundled

entertainment and information and communications services, and extending and upgrading the quality of our networks. While

we seek to obtain new customers, we also seek to maximize the average revenue we receive from each household by increasing

the penetration of our fixed-line and mobile services with existing customers through product bundling and upselling towards a

converged product offering.

Competition and Other External Factors

The Dutch market for mobile and fixed services is highly competitive and rapidly evolving. Within our mobile operations

we continue to experience pressure on pricing, characterized by aggressive promotion campaigns, heavy marketing spend and

increasing or unlimited data bundles. Furthermore, there is growing competition from MVNOs that focus on certain niche

segments such as no frill, youth or ethnic markets. Within our fixed operations we experience increased competition, mainly as

a result of competitors’ emphasis on accelerating the rollout of their fiber footprint. This significant competition, together with

the macroeconomic factors, has adversely impacted our revenue, RGU and average monthly subscription revenue per average

fixed RGU or mobile subscriber, as applicable (ARPU). For additional information regarding the revenue impact of changes in

the RGUs and ARPU, see Results of Operations below.

Results of Operations

General

Our revenue is earned in the Netherlands and is subject to applicable VAT. Any increases in these taxes could have an

adverse impact on our ability to maintain or increase our revenue to the extent that we are unable to pass such tax increases onto

our customers.

We are subject to inflationary pressures, which remain elevated, with respect to labor, programming and other operating

costs, including energy costs. While we attempt to increase our revenue to offset increases in costs, there is no assurance that

we will be able to do so. Therefore, costs could rise faster than associated revenue, thereby resulting in a negative impact on our

operating results, cash flows and liquidity. The economic environment in the Netherlands is a function of government,

economic, fiscal and monetary policies and various other factors beyond our control that could lead to further inflation. We are

unable to predict the extent that price levels might be impacted in future periods by the current state of the economy in the

Netherlands.

Adjusted EBITDA

Adjusted EBITDA, which is a non-GAAP measure, is the primary measure used by our management to evaluate the

operating performance of our business. It is also a key factor that is used by our management and our Supervisory Board to

evaluate the effectiveness of our management for purposes of annual and other incentive compensation plans. As we use the

term, “Adjusted EBITDA” is defined as operating income before depreciation and amortization, share-based compensation,

provisions, and provision releases related to significant litigation and impairment, restructuring and other operating items. Other

operating items include (i) gains and losses on the disposition of long-lived assets, (ii) third-party costs directly associated with

successful and unsuccessful acquisitions and dispositions, including legal, advisory and due diligence fees, as applicable, and

(iii) other acquisition-related items, such as gains and losses on the settlement of contingent consideration. Investors should

view Adjusted EBITDA as a supplement to, and not a substitute for, GAAP measures of performance included in our

consolidated statements of operations.

The following table provides a reconciliation of net earnings (loss) to Adjusted EBITDA:

Year ended

December 31,

2023 2022 2021

in millions

Net earnings (loss)

........................................................................................................ € (471.5) € 374.4 € (137.8)

Income tax expense (benefit) ........................................................................................ (96.7) 202.7 61.1

Other expense (income), net ......................................................................................... 0.6 (4.9) (0.6)

Losses on debt extinguishment, net .............................................................................. — 71.1 7.6

Foreign currency transaction losses (gains), net ........................................................... (189.5) 344.7 380.1

Realized and unrealized losses (gains) on derivative instruments, net ......................... 260.4 (1,189.6) (524.8)

Interest expense:

Third-party ................................................................................................................. 626.2 473.3 415.8

Related-party .............................................................................................................. 102.2 102.2 95.5

Operating income ................................................................................................. 231.7 373.9 296.9

Impairment, restructuring and other operating items, net ............................................. 41.4 12.5 37.0

Depreciation and amortization ...................................................................................... 1,550.6 1,528.4 1,580.3

Share-based compensation expense .............................................................................. — — 0.5

Adjusted EBITDA ............................................................................................ € 1,823.7 € 1,914.8 € 1,914.7

Revenue

We earn revenue from (i) subscribers to our consumer fixed-line and mobile services and (ii) B2B services, interconnect

fees, channel carriage fees, installation fees, and late fees. Consistent with the presentation of our revenue categories in note 13

to our consolidated financial statements, we use the term “subscription revenue” in the following discussion to refer to amounts

received from subscribers for ongoing services. In the tables below, mobile subscription revenue excludes the related

interconnect revenue.

Variances in the subscription revenue from our customers are a function of (i) changes in the number of RGUs or mobile

subscribers outstanding during the period and (ii) changes in ARPU. Changes in ARPU can be attributable to (a) changes in

prices, (b) changes in bundling or promotional discounts, (c) changes in the tier of services selected, (d) variances in subscriber

usage patterns and (e) the overall mix of fixed and mobile products during the period. In the following discussion, we provide

the net impact of the above factors on the ARPU that is derived from our video, broadband internet, fixed-line telephony and

mobile products.

2023 compared to 2022

Revenue

Our revenue by major category is set forth below:

Year ended

December 31, Increase (decrease)

2023 2022* € %

in millions, except % amounts

Consumer fixed revenue (a):

Subscription revenue ..........................................................

€ 1,997.7 € 2,023.3 € (25.6) (1.3) %

Non-subscription revenue

...................................................

12.0 13.0 (1.0) (7.7) %

Total consumer fixed revenue

...........................................

2,009.7 2,036.3 (26.6) (1.3) %

Consumer mobile revenue (b):

Subscription revenue

..........................................................

707.4 673.7 33.7 5.0 %

Non-subscription revenue

...................................................

263.6 236.7 26.9 11.4 %

Total consumer mobile revenue

........................................

971.0 910.4 60.6 6.7 %

Total consumer revenue

...............................................

2,980.7 2,946.7 34.0 1.2 %

B2B fixed revenue (c):

Subscription revenue

..........................................................

549.5 528.8 20.7 3.9 %

Non-subscription revenue

...................................................

12.0 11.7 0.3 2.6 %

Total B2B fixed revenue

...................................................

561.5 540.5 21.0 3.9 %

B2B mobile revenue (d):

Subscription revenue

..........................................................

397.3 392.0 5.3 1.4 %

Non-subscription revenue

...................................................

146.7 151.7 (5.0) (3.3) %

Total B2B mobile revenue

................................................

544.0 543.7 0.3 0.1 %

Total B2B revenue

.........................................................

1,105.5 1,084.2 21.3 2.0 %

Other revenue (e)

...................................................................

28.5 34.7 (6.2) (17.9) %

Total

...............................................................................

€ 4,114.7 € 4,065.6 € 49.1 1.2 %

________________

* Certain revenue amounts have been reclassified to conform to our 2023 presentation.

(a) Consumer fixed revenue is classified as either subscription revenue or non-subscription revenue. Consumer fixed

subscription revenue includes revenue from subscribers for ongoing broadband internet, video and fixed-line telephony

services offered to residential customers and the amortization of installation fee. Consumer fixed non-subscription

revenue includes, among other items, interconnect, channel carriage fees, late fees and revenue from the sale of

equipment. Subscription revenue from subscribers who purchase bundled services at a discounted rate is generally

allocated proportionally to each service based on the stand-alone price for each individual service. As a result, changes in

the stand-alone pricing of our fixed and mobile products or the composition of bundles can contribute to changes in our

product revenue categories from period to period.

(b) Consumer mobile revenue is classified as either subscription revenue or non-subscription revenue. Consumer mobile

subscription revenue includes revenue from ongoing mobile and data services offered under postpaid and prepaid

arrangements to residential customers. Consumer mobile non-subscription revenue includes, among other items,

interconnect revenue, mobile handset and accessories sales, and late fees.

revenue includes revenue from business broadband internet, video, fixed-line telephony, and data services, offered to

SOHO customers and small and medium to large enterprises. B2B fixed non-subscription revenue includes, among other

items, revenue from hosting services, installation fees, carriage fees, site sharing revenue and interconnect.

(d) B2B mobile revenue is classified as either subscription revenue or non-subscription revenue. B2B mobile subscription

revenue includes revenue from ongoing mobile and data services offered to SOHO, small and medium to large enterprise

customers as well as wholesale customers. B2B mobile non-subscription revenue includes, among other items,

interconnect revenue, mobile handset and accessories sales, site sharing revenue and late fees.

(e) Other revenue includes, among other items, programming and advertising.

The details of the increase in our revenue during 2023, as compared to 2022, are set forth below:

Subscription

revenue

Non-

subscription

revenue Total

in millions

Increase (decrease) in consumer fixed subscription revenue due to change in:

Average number of customers (a)

............................................................................ € (56.9) € — € (56.9)

ARPU (b) ................................................................................................................. 31.3 — 31.3

Decrease in consumer fixed non-subscription revenue (c) ......................................... — (1.0) (1.0)

Total decrease in consumer fixed revenue ............................................................ (25.6) (1.0) (26.6)

Increase in consumer mobile revenue (d) ................................................................... 33.7 26.9 60.6

Increase in B2B fixed revenue (e) ............................................................................. 20.7 0.3 21.0

Increase (decrease) in B2B mobile revenue (f) ......................................................... 5.3 (5.0) 0.3

Decrease in other revenue (g) ..................................................................................... — (6.2) (6.2)

Total ...................................................................................................................... € 34.1 € 15.0 € 49.1

_________________

(a) The decrease in consumer fixed subscription revenue related to a change in the average number of customers is primarily

attributable to the competitive environment and aggressive marketing campaigns by competitors.

(b) The increase in consumer fixed subscription revenue related to a change in ARPU is primarily attributable to the net

effect of (i) the annual price increase implemented on July 1, 2023, (ii) a decrease in ARPU from changes in RGU mix

and (iii) lower telephony, add-ons and on-demand usage.

(d) The increase in consumer mobile subscription revenue is primarily attributable to (i) customer base growth, (ii) price

indexation and (iii) an increase in roaming revenue. The increase in consumer mobile non-subscription revenue is largely

attributable to the net effect of (i) an increase in mobile handset sales and (ii) a decrease in interconnect revenue.

(e) The increase in B2B fixed subscription revenue is primarily attributable to (i) higher average numbers of SOHO and

Unified Communication seats and (ii) price indexation.

(f) The increase in B2B mobile subscription revenue is primarily attributable to the net effect of (i) an increase in average

number of customers, (ii) an increase in IoT revenue, (iii) lower out-of-bundle usage and (iv) pricing pressure in the large

corporate segment. The decrease in B2B mobile non-service revenue is primarily attributable to (i) a decrease in site

sharing revenue, (ii) a decrease in interconnect revenue and (iii) a decrease in handset sales.

(g) The decrease in other revenue is largely attributable to a decrease in third-party revenue from our sports content channel

Ziggo Sport.

Programming and other direct costs of services

Programming and other direct costs of services include programming and copyright costs, mobile access and interconnect

costs, costs of mobile handsets and other devices and other direct costs related to our operations. Programming and copyright

costs, represent a significant portion of our operating costs and are subject to increase in future periods as a result of (i) higher

costs associated with the expansion of our digital video content, including rights associated with ancillary product offerings and

rights that provide for the broadcast of live sporting events, and (ii) rate increases. In addition, we are subject to inflationary

pressures with respect to our labor and other costs. Any cost increases that we are not able to pass on to our subscribers through

rate increases would result in increased pressure on our operating margins.

Our programming and other direct costs of services decreased by €5.6 million or 0.7% during 2023, as compared to 2022.

This decrease includes the following factors:

• An increase in other equipment costs of €24.6 million or 6.3%, primarily attributable to the net effect of (i) higher

average costs per mobile handset sold, (ii) an increase in sales volumes of mobile handsets and other equipment, (iii)

lower corporate hardware sales and (iv) a decrease in costs for CPE;

• A decrease in programming and copyright costs of €17.2 million or 5.7%, primarily attributable to the net impact of

contract renewals and expirations in 2023 and 2022, which resulted in (i) lower costs for certain premium sport content

and (ii) lower costs for basic content; and

• A decrease in interconnect costs of €13.7 million or 9.1%, primarily attributable to the net effect of (i) lower freephone

usage of the corona number and tax authority number, (ii) lower mobile termination rates, (iii) lower traffic of usage

and (iv) an increase in mobile roaming costs.

Other operating expenses

Other operating expenses include network operations, customer operations, customer care and other costs related to our

operations.

Our other operating expenses increased by €86.5 million or 18.6% during 2023, as compared to 2022. This increase

includes the following factors:

• An increase in business service costs of €50.8 million or 64.9%, primarily due to an increase in energy costs due to

higher energy prices;

• An increase in customer service costs of €8.9 million or 15.0%, primarily driven by (i) increased inbound traffic and

(ii) higher refurbishment and logistic costs;

• An increase in other indirect costs of €7.6 million or 35.6%, primarily due to (i) an increase in bad debt expenses and

(ii) an increase in property costs;

• An increase in core network and information technology (IT) costs of €4.6 million or 9.7%, primarily driven by the net

effect of (i) an increase in network maintenance costs, (ii) an increase in software maintenance costs and (iii) a

decrease in framework agreement recharges;

• An increase in personnel costs of €4.3 million or 2.2%, primarily driven by the net effect of (i) higher average cost per

employee, (ii) lower staffing levels and (iii) lower costs due to higher capitalizable activities; and

• An increase in access costs of €3.8 million or 19.7%, primarily driven by (i) an increase in preventative maintenance

and support and (ii) an increase in CPE labor costs.

SG&A expenses

SG&A expenses include human resources, IT, general services, management, finance, legal, external sales and marketing

costs, share-based compensation, and other general expenses.

Our SG&A expenses increased by €66.9 million or 10.6% during 2023, as compared to 2022. This increase includes the

following factors:

• An increase in personnel costs of €17.7 million or 7.0%, primarily driven by higher average costs per employee;

• An increase in business service costs of €15.0 million or 19.6%, primarily due to (i) an increase in energy costs due to

higher energy prices, (ii) higher consultancy costs and (iii) an increase in travel and entertainment costs;

• An increase in core network and IT costs of €11.4 million or 27.9%, primarily driven by the increase in IT-related

project spend and maintenance costs;

• An increase in customer service costs of €9.7 million or 63.7%, primarily due to more inbound traffic; and

• An increase in other indirect costs of €9.5 million or 45.5%, primarily driven by (i) an increase in rent and service

related expenses, (ii) the impact of an accrual release in 2022 following the expiration of a legal obligation and (iii) an

increase in legal costs.

Charges for JV Services

We recorded charges for JV Services of €206.7 million during 2023, as compared to €214.3 million during 2022. For

additional information regarding charges for JV Services, see note 11 to our consolidated financial statements.

Depreciation and amortization expense

Our depreciation and amortization expenses increased by €22.2 million or 1.5% during 2023, as compared to 2022. This

increase is primarily driven by a higher average balance of depreciable tangible assets.

Impairment, restructuring, and other operating items, net

During 2023, we recognized impairment, restructuring and other operating items, net, of €41.4 million, including (i) the

recognition of a provision for litigation of €33.4 million during the second quarter of 2023 associated with a VAT dispute with

the Dutch tax authorities relating to 2017-2018 periods, (ii) restructuring charges of €6.3 million, (iii) impairment charges

related to tangible assets of €3.6 million and (iv) a gain from disposal of assets of €1.9 million.

During 2022, we recognized impairment, restructuring and other operating items, net, of €12.5 million, including (i)

restructuring charges of €10.4 million, (ii) acquisition and disposition costs of €2.2 million, (iii) impairment charges related to

tangible assets of €0.8 million and (iv) a gain from disposal of assets of €0.9 million.

Interest expense–third-party

Our third-party interest expense increased by €152.9 million or 32.3% during 2023 as compared to 2022, primarily due to

higher interest rates on variable interest rate debt. For additional information regarding our third-party debt, see note 8 to our

consolidated financial statements.

It is possible that the interest rates on (i) any new borrowings could be higher than the current interest rates on our existing

indebtedness and (ii) our variable-rate indebtedness could increase in future periods. As further discussed in note 5 to our

consolidated financial statements, we use derivative instruments to manage our interest rate risks.

There have been significant changes in the benchmark interest rates used to set floating rates on our debt and derivative

instruments. ICE Benchmark Administration (the entity that administers LIBOR) ceased to publish USD LIBOR rates after

June 30, 2023. The methodology for EURIBOR has been reformed and EURIBOR has been granted regulatory approval to

continue to be used. We have agreed amendments in respect of our applicable debt and derivative instruments to replace USD

LIBOR with the Secured Overnight Financing Rate administered by the Federal Reserve Bank of New York or the Term SOFR

administered by CME Group Benchmark Administration Limited.

Interest expense–related-party

Our related-party interest expense was €102.2 million for both 2023 and 2022. For additional information regarding our

related-party debt, see note 11 to our consolidated financial statements.

Realized and unrealized gains (losses) on derivative instruments, net

Our realized and unrealized gains or losses on derivative instruments include (i) unrealized changes in the fair values of our

derivative instruments that are non-cash in nature until such time as the derivative contracts are fully or partially settled and (ii)

realized gains or losses upon the full or partial settlement of the derivative contracts.

The details of our realized and unrealized gains (losses) on derivative instruments, net, are as follows:

Year ended

December 31,

2023 2022

in millions

Cross-currency and interest rate derivative contracts (a)

................................................................... € (260.2) € 1,189.3

Foreign currency forward contracts ................................................................................................... (0.2) 0.3

Total ................................................................................................................................................ € (260.4) € 1,189.6

________________

(a) The loss for 2023 is primarily attributable to net losses associated with changes in (i) the relative value of the euro to the

U.S. dollar and (ii) certain market interest rates. The gain for 2022 is primarily attributable to net gains associated with

changes in (i) the relative value of the euro to the U.S. dollar and (ii) certain market interest rates. In addition, the results

include a net gain (loss) of €22.7 million and (€36.8 million) during 2023 and 2022, respectively, resulting from changes

in our credit risk valuation adjustments.

For additional information regarding our derivative instruments, see notes 5 and 6 to our consolidated financial statements.

Foreign currency transaction gains (losses), net

Our foreign currency transaction gains or losses primarily result from the remeasurement of monetary assets and liabilities

that are denominated in currencies other than our functional currency. Unrealized foreign currency transaction gains or losses

are computed based on period-end exchange rates and are non-cash in nature until such time as the amounts are settled.

The details of our foreign currency transaction gains (losses), net, are as follows:

Year ended

December 31,

2023 2022

in millions

U.S. dollar-denominated debt

............................................................................................................ € 189.1 € (345.3)

Restricted cash and cash denominated in a currency other than our functional currency ................. — 1.4

Other

..................................................................................................................................................

0.4 (0.8)

Total

................................................................................................................................................

€ 189.5 € (344.7)

Losses on debt extinguishment, net

We recognized a net loss on debt extinguishment of €71.1 million during 2022, attributable to (i) the payment of €52.0

million of redemption premiums and (ii) the write off of €19.1 million of

fair value adjustments and unamortized deferred

financing costs.

For additional information concerning our losses on debt extinguishment, net, see note 8 to our consolidated financial

statements.

Income tax benefit (expense)

We recognized income tax benefit (expense) of €96.7 million and (€202.7 million) during 2023 and 2022, respectively.

The income tax benefit (expense) recognized during 2023 and 2022 differs from the expected income tax benefit (expense)

of €146.6 million and (€148.9 million), respectively (based on the Dutch income tax rate of 25.8%), primarily due to an

increase in valuation allowances associated with interest deduction limitations.

For additional information regarding our income taxes, see note 10 to our consolidated financial statements.

Net earnings (loss)

During 2023 and 2022, we reported net earnings (loss) of (€471.5 million) and €374.4 million, respectively, including (i)

operating income of €231.7 million and €373.9 million, respectively, (ii) net non-operating income (expense) of (€799.9

million) and €203.2 million, respectively, and (iii) income tax benefit (expense) of €96.7 million and (€202.7 million),

respectively.

Gains or losses associated with (i) changes in the fair values of derivative instruments, (ii) movements in foreign currency

exchange rates and (iii) the disposition of assets are subject to a high degree of volatility and, as such, any gains from these

sources do not represent a reliable source of income. In the absence of significant gains in the future from these sources or from

other non-operating items, our ability to achieve earnings from operations is largely dependent on our ability to increase our

Adjusted EBITDA to a level that more than offsets the aggregate amount of our (a) depreciation and amortization, (b)

impairment, restructuring and other operating items, net, (c) interest expense, (d) other income and (e) income tax expenses.

Subject to the limitations included in our various debt instruments, we expect to maintain our debt at current levels relative

to our Covenant EBITDA. As a result, we expect that we will continue to report significant levels of interest expense for the

foreseeable future. For information concerning our expectations with respect to trends that may affect our operating results in

future periods, see the discussion under Overview above.

Liquidity and Capital Resources

Sources and Uses of Cash

As a holding company, VodafoneZiggo’s primary assets are its investments in consolidated subsidiaries. As further

described in note 8 to our consolidated financial statements, the terms of the instruments governing the indebtedness of certain

of these subsidiaries may restrict our ability to access the assets of these subsidiaries. The ability to access the liquidity of our

subsidiaries may also be limited by tax and legal considerations and other factors. At December 31, 2023, most of our €116.6

million of consolidated cash and cash equivalents was held by our subsidiaries.

Liquidity of VodafoneZiggo

Our sources of liquidity at the parent level include, subject to the restrictions noted above, proceeds in the form of

distributions or loans from our subsidiaries. It is the intention of the Shareholders of the VodafoneZiggo JV, that

VodafoneZiggo will be a self-funding company capable of financing its activities on a stand-alone basis without recourse to

either Shareholder. No assurance can be given that funding from our subsidiaries or external sources would be available on

favorable terms, or at all.

VodafoneZiggo’s corporate liquidity requirements include corporate general and administrative expenses and fees

associated with the JV Service Agreements. From time to time, VodafoneZiggo may also require cash in connection with (i) the

repayment of its related-party debt and interest, (ii) the funding of dividends or distributions pursuant to the Shareholders

Agreement, which requires VodafoneZiggo to distribute all unrestricted cash (as defined in the Shareholders Agreement) to the

Shareholders every three months (subject to VodafoneZiggo maintaining a minimum amount of cash and complying with the

terms of its financing arrangements), (iii) the satisfaction of contingent liabilities, (iv) acquisitions and other investment

opportunities, including the acquisition of spectrum licenses, and (v) income tax payments.

Liquidity of our Subsidiaries

In addition to cash, the primary sources of liquidity of our operating subsidiaries are cash provided by operations and, in

the case of Ziggo B.V. and certain of its subsidiaries, any borrowing availability under the Revolving Facilities.

The liquidity of our operating subsidiaries generally is used to fund (i) property and equipment additions, (ii) debt service

requirements and (iii) income tax payments, as well as to settle certain obligations that are not included on our December 31,

2023 consolidated balance sheet. In this regard, we have significant commitments related to (a) programming contracts, (b) the

JV Service Agreements and (c) purchase obligations associated with mobile handsets, CPE and other equipment. These

obligations are expected to represent a significant liquidity requirement, the majority of which is due over the next 12 to 36

months. For additional information regarding our commitments, see note 12 to our consolidated financial statements.

From time to time, our operating subsidiaries may also require liquidity in connection with (i) acquisitions and other

investment opportunities, including the acquisition of spectrum licenses, (ii) distributions or loans to VodafoneZiggo (and

ultimately to the Shareholders of the VodafoneZiggo JV) or (iii) the satisfaction of contingencies. No assurance can be given

that any external funding would be available to our subsidiaries on favorable terms, or at all.

For additional information regarding our consolidated cash flows, see the discussion under Consolidated Statements of

Cash Flows below.

Capitalization

At December 31, 2023, the outstanding principal amount of our third-party debt and finance lease obligations aggregated

€11.2 billion, including €1.0 billion that is classified as current on our consolidated balance sheet and €7.1 billion that is not due

until 2029 or thereafter. For additional information regarding our current debt maturities and finance lease maturities, see notes

8 and 9, respectively, to our consolidated financial statements.

As further discussed in note 5 to our consolidated financial statements, we use derivative instruments to mitigate foreign

currency and interest rate risk associated with our debt instruments.

Our ability to service or refinance our debt and to maintain compliance with the leverage covenants in our credit

agreements and indentures is dependent primarily on our ability to maintain or increase our Covenant EBITDA and to achieve

adequate returns on our property and equipment additions and acquisitions. Pursuant to the Shareholders Agreement, we expect

to maintain a leverage ratio between 4.5 and 5.0 times Covenant EBITDA. In addition, our ability to obtain additional debt

financing is limited by the leverage covenants contained in the various debt instruments of our subsidiaries. In this regard, if our

Covenant EBITDA were to decline, we could be required to repay or limit our borrowings under the Credit Facility in order to

maintain compliance with applicable covenants. No assurance can be given that we would have sufficient sources of liquidity,

or that any external funding would be available on favorable terms, or at all, to fund any such required repayment. We do not

anticipate any instances of non-compliance with respect to any of our subsidiaries’ debt covenants that would have a material

adverse impact on our liquidity during the next 12 months.

Notwithstanding our negative working capital position at December 31, 2023, we believe that we have sufficient resources

to repay or refinance the current portion of our debt and finance lease obligations and to fund our foreseeable liquidity

requirements during the next 12 months. However, as our maturing debt grows in later years, we anticipate that we will seek to

refinance or otherwise extend our debt maturities. No assurance can be given that we will be able to complete these refinancing

transactions or otherwise extend our debt maturities. In this regard, it is not possible to predict how political and economic

conditions (including with respect to international conflicts), sovereign debt concerns or any adverse regulatory developments

could impact the credit markets we access and, accordingly, our future liquidity and financial position. Our ability to access

debt financing at favorable terms, or at all, could be adversely impacted by (i) the financial failure of any of our counterparties,

which could (a) reduce amounts available under committed Credit Facilities and (b) adversely impact our ability to access cash

deposited with any failed financial institution and (ii) tightening of the credit markets. In addition, sustained or increased

competition, particularly in combination with adverse economic or regulatory developments, could have an unfavorable impact

on our cash flows and liquidity.

All of our third-party debt and finance lease obligations at December 31, 2023 have been borrowed or incurred by our

subsidiaries.

For additional information regarding our debt and finance lease obligations, see notes 8 and 9, respectively, to our

consolidated financial statements.

Consolidated Statements of Cash Flows

Summary. Our consolidated statements of cash flows for 2023 and 2022 are summarized as follows:

Year ended December 31,

2023 2022 Change

in millions

Net cash provided by operating activities

................................................................. € 1,248.4 € 1,386.5 € (138.1)

Net cash used by investing activities ......................................................................... (587.6) (489.3) (98.3)

Net cash used by financing activities ........................................................................ (635.5) (1,045.9) 410.4

Effect of exchange rate changes on cash and cash equivalents and restricted cash .. — 1.3 (1.3)

Net increase (decrease) in cash and cash equivalents and restricted cash ............. € 25.3 € (147.4) € 172.7

Operating Activities. The decrease in net cash provided by our operating activities is primarily attributable to (i) a decrease

in the cash provided by our Adjusted EBITDA and related working capital changes and (ii) higher cash paid for corporate

income taxes. Adjusted EBITDA is a non-GAAP measure, which investors should view as a supplement to, and not a substitute

for, GAAP measures of performance included in our condensed consolidated statements of operations.

Investing Activities. The increase in net cash used by our investing activities is primarily attributable to the net effect of (i)

a decrease in assets acquired under capital-related vendor financing arrangements of €88.8 million, (ii) an increase in current

liabilities related to capital expenditures of €57.8 million, (iii) a decrease in property and equipment additions of €33.1 million

and (iv) an increase in assets acquired under finance leases of €14.0 million.

The capital expenditures that we report in our consolidated statements of cash flows do not include amounts that our

company has financed under vendor financing or finance lease arrangements. Instead, these expenditures are reflected as non-

cash additions to our property and equipment when the underlying assets are delivered, and as repayments of debt when the

principal is repaid. In this discussion, we refer to (i) our capital expenditures as reported in our consolidated statements of cash

flows, which exclude amounts financed under vendor financing or finance lease arrangements, and (ii) our total property and

equipment additions, which include our capital expenditures on an accrual basis and amounts financed under capital-related

vendor financing or finance lease arrangements. For further details regarding our property and equipment additions and our

debt, see notes 7 and 8, respectively, to our consolidated financial statements. Spectrum license additions include capital

expenditures for spectrum licenses on an accrual basis.

A reconciliation of our property and equipment additions to our capital expenditures as reported in our consolidated

statements of cash flows is set forth below:

Year ended December 31,

2023 2022

in millions

Property and equipment additions

................................................................................................... € 915.1 € 948.2

Assets acquired under capital-related vendor financing arrangements ........................................... (374.0) (462.8)

Assets acquired under finance leases ............................................................................................... (17.4) (3.4)

Changes in current liabilities related to capital expenditures .......................................................... 66.9 9.1

Capital expenditures ..................................................................................................................... € 590.6 € 491.1

The decrease in our property and equipment additions is primarily attributable to a decrease in expenditures for the

purchase and installation of CPE, partially offset by an increase in expenditures to support new customer products and

operational efficiency initiatives.

Financing Activities. The decrease in net cash used by our financing activities is primarily attributable to the net effect of

(i) a decrease in distributions to VodafoneZiggo Group Holding of €300.0 million, (ii) a decrease in cash used of €95.0 million

due to lower net repayments of vendor financing, (iii) lower payments of financing costs and debt premiums of €65.2 million

and (iv) an increase in net repayments of third party debt of €47.8 million.

Projected Cash Flows Associated with Derivative Instruments

The following table provides information regarding the projected cash flows associated with our derivative instruments.

The euro equivalents presented below are based on interest rates and exchange rates that were in effect as of December 31,

2023. These amounts are presented for illustrative purposes only and will likely differ from the actual cash receipts or payments

in future periods. For additional information regarding our derivative instruments, including our counterparty credit risk, see

note 5 to our consolidated financial statements.

Payments (receipts) due during:

Total 2024 2025 2026 2027 2028 Thereafter

in millions

Projected derivative cash payments

(receipts), net:

Interest-related (a)

......................... € (179.4) € (201.9) € (197.7) € (197.2) € (136.9) € (56.4) € (969.5)

Principal-related (b) ...................... — 3.7 — — (330.6) (21.4) (348.3)

Total .......................................... € (179.4) € (198.2) € (197.7) € (197.2) € (467.5) € (77.8) € (1,317.8)

_______________

(a) Includes (i) the cash flows of our interest rate cap and floor contracts and (ii) the interest-related cash flows of our cross-

currency and interest rate swap contracts.

(b) Includes the principal-related cash flows of our cross-currency swap contracts.

Critical Accounting Policies, Judgments, and Estimates

In connection with the preparation of our consolidated financial statements, we make estimates and assumptions that affect

the reported amounts of assets and liabilities, revenue and expenses and related disclosure of contingent assets and liabilities.

Critical accounting policies are defined as those policies that are reflective of significant judgments, estimates and uncertainties,

which would potentially result in materially different results under different assumptions and conditions. We believe the

following accounting policies are critical in the preparation of our consolidated financial statements because of the judgment

necessary to account for these matters and the significant estimates involved, which are susceptible to change:

• Impairment of goodwill;

• Costs associated with capitalization of property and equipment;

• Fair value measurements; and

• Income tax accounting.

For additional information concerning our significant accounting policies, see note 3 to our consolidated financial

statements.

Impairment of Goodwill

Carrying Value. The aggregate carrying value of our goodwill comprised 41.4% of our total assets at December 31, 2023.

We evaluate goodwill for impairment at least annually on October 1 and whenever facts and circumstances indicate that the

carrying amount may not be recoverable. For impairment evaluations with respect to goodwill, we first make a qualitative

assessment to determine if the goodwill may be impaired. If it is more-likely-than-not that the reporting unit’s fair value is less

than its carrying value, we then compare the fair value of the reporting unit to its respective carrying amount. Any excess of the

carrying amount over the fair value would be charged to operations as an impairment loss. A reporting unit is an operating

segment or one level below an operating segment (referred to as a “component”).

When required, considerable management judgment may be necessary to estimate the fair value of our reporting unit. We

determine fair value using an income-based approach (discounted cash flows) based on assumptions in our long-range business

plan. With respect to our discounted cash flow analysis used in the income-based approach, the timing and amount of future

cash flows under these business plans require estimates of, among other items, subscriber growth and retention rates, rates

charged per product, expected gross margins and Adjusted EBITDA margins and expected property and equipment additions.

The development of these cash flows, and the discount rate applied to the cash flows, is subject to inherent uncertainties, and

actual results could vary significantly from such estimates. Our determination of the discount rate is based on a weighted

average cost of capital approach, which uses a market participant’s cost of equity and after-tax cost of debt and reflects the risks

inherent in the cash flows.

During the three years ended December 31, 2023, we did not record any significant impairment charges with respect to our

goodwill. For additional information regarding our long-lived assets, see note 7 to our consolidated financial statements.

If, among other factors, the adverse impacts of economic, competitive, regulatory or other factors were to cause our results

of operations or cash flows to be worse than anticipated, or if our weighted average cost of capital increases, we could conclude

in future periods that impairment charges are required in order to reduce the carrying values of our goodwill. Any such

impairment charges could be significant.

Costs Associated with Capitalization of Property and Equipment

We capitalize costs associated with the construction of new, or upgrades to existing, fixed and mobile transmission and

distribution facilities, the installation of new fixed-line services and the development of internal-use software. Installation

activities that are capitalized include (i) the initial connection (or drop) from our fixed-line system to a customer location, (ii)

the replacement of a drop and (iii) the installation of equipment for new, or upgrades to existing, fixed-line services. The costs

of other customer-facing activities, such as reconnecting customer locations where a drop already exists, disconnecting

customer locations and repairing or maintaining drops, are expensed as incurred. We capitalize internal and external costs

directly associated with the development of internal-use software.

We make judgments regarding the construction, upgrade and installation activities to be capitalized and the development of

internal-use software. In addition to direct external and internal labor and materials, we also capitalize other costs directly

attributable to our construction and installation activities, including dispatch costs, quality-control costs, vehicle-related costs

and certain warehouse-related costs. The capitalization of these costs is based on time sheets, standard costs, call tracking

systems and other verifiable means that directly link the costs incurred with the applicable capitalizable activity. We

continuously monitor the appropriateness of our capitalization policies and update the policies when necessary to respond to

changes in facts and circumstances, such as the development of new products and services and changes in the manner that

installations, construction or upgrade activities or the development of internal-use software are performed.

Fair Value Measurements

GAAP provides guidance with respect to the recurring and nonrecurring fair value measurements and for a fair value

hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. Level 1 inputs are

quoted market prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the

measurement date. Level 2 inputs are inputs other than quoted market prices included within Level 1 that are observable for the

asset or liability, either directly or indirectly. Level 3 inputs are unobservable inputs for the asset or liability.

Recurring Valuations. We perform recurring fair value measurements with respect to our derivative instruments. We

use cash flow valuation models to determine the fair values of our interest rate and foreign currency derivative instruments. For

a detailed discussion of the inputs we use to determine the fair value of our derivative instruments, see note 6 to our

consolidated financial statements. See also note 5 to our consolidated financial statements for information concerning our

derivative instruments.

Changes in the fair values of our derivative instruments have had, and we believe will continue to have, a significant and

volatile impact on our results. During 2023, 2022 and 2021, we recognized net gains (losses) of (€260.4 million), €1,189.6

million and €524.8 million, respectively, attributable to changes in the fair values of these items.

As further described in note 5 to our consolidated financial statements, actual amounts received or paid upon the settlement

or disposition of these instruments may differ materially from the recorded fair values at December 31, 2023.

Nonrecurring Valuations. Our nonrecurring valuations are primarily associated with (i) the application of acquisition

accounting, (ii) impairment assessments and (iii) fair value assessments, each of which require that we make fair value

determinations as of the applicable valuation date. In making these determinations, we are required to make estimates and

assumptions that affect the recorded amounts, including, but not limited to, expected future cash flows, market comparables and

discount rates, remaining useful lives of long-lived assets, replacement or reproduction costs of property and equipment and the

amounts to be recovered in future periods from acquired net operating losses and other deferred tax assets. To assist us in

making these fair value determinations, we may engage third-party valuation specialists. Our estimates in this area impact,

among other items, the amount of depreciation and amortization, impairment charges and income tax expense or benefit that we

report. Our estimates of fair value are based upon assumptions we believe to be reasonable, but which are inherently uncertain.

A significant portion of our long-lived assets were initially recorded through the application of acquisition accounting and all of

our long-lived assets are subject to impairment assessments. For additional information see note 6 to our consolidated financial

statements. For information regarding the long-lived assets, see note 7 to our consolidated financial statements.

Income Tax Accounting

Tax laws in the Netherlands are subject to varied interpretation, and many tax positions we take may be subject to

uncertainty regarding whether the position will be ultimately sustained after review by the relevant tax authority. We recognize

the financial statement effects of a tax position when it is more-likely-than-not, based on technical merits, that the position will

be sustained upon examination. The determination of whether the tax position meets the more-likely-than-not threshold requires

a facts-based judgment using all information available.

We are required to estimate the amount of tax payable or refundable for the current year and the deferred tax assets and

liabilities for the future tax consequences attributable to differences between the financial statement carrying amounts and

income tax basis of assets and liabilities and the expected benefits of utilizing tax credit carryforwards, using enacted tax rates

in effect for the year in which those temporary differences are expected to be recovered or settled. This process requires our

management to make assessments regarding the timing and probability of the ultimate tax impact of such items.

Net deferred tax assets are reduced by a valuation allowance if we believe that it is more-likely-than-not such net deferred

tax assets will not be realized. Establishing or reducing a tax valuation allowance requires us to make assessments about the

timing of future events, including the probability of expected future taxable income and available tax planning strategies. At

December 31, 2023, the aggregate valuation allowance provided against deferred tax assets was €146.7 million. The actual

amount of income tax benefits realized in future periods will likely differ from the net deferred tax assets reflected in our

December 31, 2023 consolidated balance sheet due to, among other factors, possible future changes in income tax law or

interpretations thereof and differences between estimated and actual future taxable income. Any such factors could have a

material effect on our current and deferred tax positions as reported in our consolidated financial statements. A high degree of

judgment is required to assess the impact of possible future outcomes on our current and deferred tax positions.

For additional information concerning our income taxes, see note 10 to our consolidated financial statements.

INDEPENDENT AUDITOR’S REPORT

The Management Board

VodafoneZiggo Group B.V.

Report on the audit of the accompanying Consolidated Financial Statements

Our opinion

We have audited the Consolidated Financial Statements 2023 of VodafoneZiggo Group B.V., based in Utrecht, the

Netherlands.

In our opinion, the accompanying Consolidated Financial Statements give a true and fair view of the financial position of

VodafoneZiggo Group B.V. as at December 31, 2023 and of the result of its Operations and its Cash Flows for the year ended

December 31, 2023 in accordance with U.S. generally accepted accounting principles.

The Consolidated Financial Statements comprise:

1. the Consolidated Balance Sheet as of December 31, 2023;

2. the Consolidated Statement of Operations, Owner’s Equity and Cash Flows for the year ended December 31, 2023;

and

3. the related notes to the Consolidated Financial Statements.

Basis for our opinion

We conducted our audit in accordance with Dutch law, including the Dutch Standards on Auditing. Our responsibilities

under those standards are further described in the 'Our responsibilities for the audit of the Consolidated Financial Statements'

section of our report.

We are independent of VodafoneZiggo Group B.V. in accordance with the 'Verordening inzake de onafhankelijkheid van

accountants bij assurance-opdrachten' (ViO, Code of Ethics for Professional Accountants, a regulation with respect to

independence) and other relevant independence regulations in the Netherlands. Furthermore, we have complied with the

'Verordening gedrags- en beroepsregels accountants' (VGBA, Dutch Code of Ethics).

We believe the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Report on the other information included in the Annual Report

In addition to the Consolidated Financial Statements and our auditor’s report thereon, the annual report contains other

information that consists of:

– Forward-looking Statements;

– Business; and

– Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Based on the following procedures performed, we conclude that the other information is consistent with the Consolidated

Financial Statements and does not contain material misstatements.

We have read the other information. Based on our knowledge and understanding obtained through our audit of the

Consolidated Financial Statements or otherwise, we have considered whether the other information contains material

misstatements.

By performing these procedures, we comply with the requirements of the Dutch Standard 720. The scope of the procedures

performed is less than the scope of those performed in our audit of the Consolidated Financial Statements.

The Management Board is responsible for the preparation of the other information.

Description of the responsibilities for the Consolidated Financial Statements

Responsibilities of the Management Board for the Consolidated Financial Statements

The Management Board is responsible for the preparation and fair presentation of the Consolidated Financial Statements in

accordance with U.S. generally accepted accounting principles. Furthermore, the Management Board is responsible for such

internal control as the Management Board determines is necessary to enable the preparation of the Consolidated Financial

Statements that are free from material misstatement, whether due to fraud or error.

As part of the preparation of the Consolidated Financial Statements, the Management Board is responsible for assessing the

Company's ability to continue as a going concern. Based on the financial reporting framework mentioned, the Management

Board should prepare the Consolidated Financial Statements using the going concern basis of accounting unless the

Management Board either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The Management Board should disclose events and circumstances that may cast significant doubt on the Company's ability to

continue as a going concern in the Consolidated Financial Statements.

Our responsibilities for the audit of the Consolidated Financial Statements

Our objective is to plan and perform the audit engagement in a manner that allows us to obtain sufficient and appropriate

audit evidence for our opinion.

Our audit has been performed with a high, but not absolute, level of assurance, which means we may not have detected all

material errors and fraud during our audit.

Misstatements can arise from fraud or errors and are considered material if, individually or in the aggregate, they could

reasonably be expected to influence the economic decisions of users taken on the basis of the Consolidated Financial

Statements. The materiality affects the nature, timing and extent of our audit procedures and the evaluation of the effect of

identified misstatements on our opinion.

We have exercised professional judgment and have maintained professional scepticism throughout the audit, in accordance

with Dutch Standards on Auditing, ethical requirements and independence requirements. Our audit included among others:

– identifying and assessing the risks of material misstatement of the Consolidated Financial Statements, whether due to

errors or fraud, designing and performing audit procedures responsive to those risks, and obtaining audit evidence that

is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement

resulting from fraud is higher than for one resulting from errors, as fraud may involve collusion, forgery, intentional

omissions, misrepresentations, or the override of internal control;

– obtaining an understanding of internal control relevant to the audit in order to design audit procedures that are

appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the

Company's internal control;

– evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates and related

disclosures made by the Management Board;

– concluding on the appropriateness of management's use of the going concern basis of accounting and based on the

audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant

doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we

are required to draw attention in our auditor's report to the related disclosures in the Consolidated Financial Statements

or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained

up to the date of our auditor's report. However, future events or conditions may cause the company ceasing to continue

as a going concern;

– evaluating the overall presentation, structure and content of the Consolidated Financial Statements, including the

disclosures; and

– evaluating whether the Consolidated Financial Statements represent the underlying transactions and events in a manner

that achieves fair presentation.

We are solely responsible for the opinion and therefore responsible to obtain sufficient appropriate audit evidence

regarding the financial information of the entities or business activities within the group to express an opinion on the

Consolidated Financial Statements. In this respect we are also responsible for directing, supervising and performing the group

audit.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the

audit and significant audit findings, including any significant findings in internal control that we identify during our audit.

Amstelveen, February 26, 2024

KPMG Accountants N.V.

P.G.W. Takken RA

VODAFONEZIGGO GROUP B.V.

CONSOLIDATED BALANCE SHEETS

December 31,

2023 2022

in millions

ASSETS

Current assets:

Cash and cash equivalents ........................................................................................................

€ 116.6 € 93.6

Trade receivables, net (note 3)

.................................................................................................

157.0 154.9

Related-party receivables (note 11)

..........................................................................................

23.0 47.4

Prepaid expenses

.......................................................................................................................

57.7 40.8

Derivative instruments (note 5)

................................................................................................

218.0 170.1

Contract assets (note 4)

.............................................................................................................

166.3 152.6

Other current assets, net (note 4)

..............................................................................................

96.1 102.1

Total current assets

...............................................................................................................

834.7 761.5

Property and equipment, net (notes 7 and 9) ............................................................................... 4,760.4 4,780.1

Goodwill (note 7) ........................................................................................................................ 7,375.5 7,375.5

Intangible assets subject to amortization, net (note 7) ................................................................ 3,884.1 4,505.9

Long-term derivative instruments (note 5) .................................................................................. 508.2 968.9

Other assets, net (notes 4 and 9) .................................................................................................. 454.5 479.3

Total assets

...........................................................................................................................

€ 17,817.4 € 18,871.2

The accompanying notes are an integral part of these consolidated financial statements.

VODAFONEZIGGO GROUP B.V.

CONSOLIDATED BALANCE SHEETS — (Continued)

December 31,

2023

2022

in millions

LIABILITIES AND OWNER’S EQUITY

Current liabilities:

Accounts payable (note 11)

......................................................................................................

€ 453.4 € 453.8

Deferred revenue and advance payments from subscribers and others (note 4) ...................... 210.3 205.8

Value-added taxes (VAT) payable ........................................................................................... 136.2 126.6

Accrued interest (note 8) .......................................................................................................... 178.0 148.3

Current portion of third-party debt and finance lease obligations (notes 8 and 9) ................... 1,014.5 1,107.0

Accrued and other current liabilities (notes 5, 9, 10 and 11) .................................................... 472.7 497.3

Total current liabilities

.........................................................................................................

2,465.1 2,538.8

Long-term debt and finance lease obligations (notes 8 and 9):

Third-party ................................................................................................................................ 10,135.6 10,218.0

Related-party (note 11) ............................................................................................................. 1,815.8 1,815.8

Deferred income taxes (note 10) ................................................................................................. 1,044.6 1,227.1

Other long-term liabilities (notes 4, 5, 9 and 11) ........................................................................ 375.7 419.4

Total liabilities

.....................................................................................................................

15,836.8 16,219.1

Commitments and contingencies (notes 5, 11 and 12)

Total owner’s equity ................................................................................................................... 1,980.6 2,652.1

Total liabilities and owner’s equity

......................................................................................

€ 17,817.4 € 18,871.2

The accompanying notes are an integral part of these consolidated financial statements.

VODAFONEZIGGO GROUP B.V.

CONSOLIDATED STATEMENTS OF OPERATIONS

Year ended December 31,

2023 2022 2021

in millions

Revenue (notes 4, 11 and 13)

.......................................................................... € 4,114.7 € 4,065.6 € 4,076.9

Operating costs and expenses (exclusive of depreciation and amortization,

shown separately below):

Programming and other direct costs of services (note 11) ........................... 835.7 841.3 864.5

Other operating ............................................................................................. 552.0 465.5 468.8

Selling, general and administrative (SG&A) (note 11) ............................... 696.6 629.7 614.4

Charges for JV Services (note 11) ............................................................... 206.7 214.3 215.0

Depreciation and amortization .................................................................... 1,550.6 1,528.4 1,580.3

Impairment, restructuring and other operating items, net (note 11) ............ 41.4 12.5 37.0

3,883.0 3,691.7 3,780.0

Operating income

....................................................................................

231.7 373.9 296.9

Non-operating income (expense):

Interest expense:

Third-party ................................................................................................. (626.2) (473.3) (415.8)

Related-party (note 11) .............................................................................. (102.2) (102.2) (95.5)

Realized and unrealized gains (losses) on derivative instruments, net

(note 5) ...................................................................................................... (260.4) 1,189.6 524.8

Foreign currency transaction gains (losses), net .......................................... 189.5 (344.7) (380.1)

Losses on debt extinguishment, net (note 8) ................................................ — (71.1) (7.6)

Other income (expense), net ........................................................................ (0.6) 4.9 0.6

(799.9) 203.2 (373.6)

Earnings (loss) before income taxes

........................................................

(568.2) 577.1 (76.7)

Income tax benefit (expense) (note 10) .......................................................... 96.7 (202.7) (61.1)

Net earnings (loss) ................................................................................... € (471.5) € 374.4 € (137.8)

The accompanying notes are an integral part of these consolidated financial statements.

VODAFONEZIGGO GROUP B.V.

CONSOLIDATED STATEMENT OF OWNER’S EQUITY

Share capital

Additional

paid in capital

Accumulated

deficit Total

in millions

Balance at January 1, 2021

.............................................................. 0.01 4,245.2 (799.9) 3,445.3

Net loss .......................................................................................... — — (137.8) (137.8)

Distributions to VodafoneZiggo Group Holding (note 11) ........... — (530.0) — (530.0)

Share-based compensation (note 11) ............................................. — 0.5 — 0.5

Other .............................................................................................. — (0.1) — (0.1)

Balance at December 31, 2021 ........................................................ 0.01 3,715.6 (937.7) 2,777.9

Net earnings .................................................................................. — — 374.4 374.4

Distributions to VodafoneZiggo Group Holding (note 11) ........... — (500.0) — (500.0)

Other .............................................................................................. — (0.2) — (0.2)

Balance at December 31, 2022 ........................................................ 0.01 3,215.4 (563.3) 2,652.1

Net loss .......................................................................................... — — (471.5) (471.5)

Distributions to VodafoneZiggo Group Holding (note 11) ........... — (200.0) — (200.0)

Balance at December 31, 2023 ........................................................ € 0.01 € 3,015.4 € (1,034.8) € 1,980.6

The accompanying notes are an integral part of these consolidated financial statements.

VODAFONEZIGGO GROUP B.V.

CONSOLIDATED STATEMENTS OF CASH FLOWS

Year ended December 31,

2023 2022 2021

in millions

Cash flows from operating activities:

Net earnings (loss)

.............................................................................................. € (471.5) € 374.4 € (137.8)

Adjustments to reconcile net earnings (loss) to net cash provided by operating

activities:

Share-based compensation expense

..................................................................

— — 0.5

Depreciation and amortization

..........................................................................

1,550.6 1,528.4 1,580.3

Impairment, restructuring and other operating items, net

.................................

41.4 12.5 37.0

Amortization of debt premiums, deferred financing costs and other non-cash

interest

.............................................................................................................

6.8 6.6 8.2

Realized and unrealized losses (gains) on derivative instruments, net

.............

260.4 (1,189.6) (524.8)

Foreign currency transaction losses (gains), net

...............................................

(189.5) 344.7 380.1

Losses on debt extinguishment, net

..................................................................

— 71.1 7.6

Deferred income tax expense (benefit)

.............................................................

(182.5) 54.0 (0.7)

Changes in operating assets and liabilities

........................................................

232.7 184.4 90.7

Net cash provided by operating activities

....................................................

1,248.4 1,386.5 1,441.1

Cash flows from investing activities:

Capital expenditures ........................................................................................... (590.6) (491.1) (298.1)

Cash paid for spectrum licenses ......................................................................... — — (207.9)

Other investing activities, net ............................................................................. 3.0 1.8 0.3

Net cash used by investing activities

...........................................................

€ (587.6) € (489.3) € (505.7)

The accompanying notes are an integral part of these consolidated financial statements.

VODAFONEZIGGO GROUP B.V.

CONSOLIDATED STATEMENTS OF CASH FLOWS — (Continued)

Year ended December 31,

2023 2022 2021

in millions

Cash flows from financing activities:

Borrowings of third-party debt

........................................................................... € 655.8 € 186.4 € 50.5

Operating-related vendor financing additions .................................................... 776.1 733.6 698.4

Related-party borrowings, net ............................................................................ — — 207.9

Repayments of third-party debt and finance lease obligations:

Debt (excluding vendor financing) ................................................................... (662.2) (145.0) (166.8)

Principal payments on operating-related vendor financing .............................. (738.8) (715.8) (695.4)

Principal payments on capital-related vendor financing .................................. (456.9) (532.4) (545.8)

Principal payments on finance leases ............................................................... (8.2) (8.2) (9.0)

Distributions to VodafoneZiggo Group Holding ................................................ (200.0) (500.0) (530.0)

Receipts (payments) of financing costs and debt premiums ............................... (0.1) (65.3) 0.8

Other financing activities, net ............................................................................. (1.2) 0.8 (1.0)

Net cash used by financing activities

..........................................................

(635.5) (1,045.9) (990.4)

Effect of exchange rate changes on cash and cash equivalents and restricted

cash

....................................................................................................................

— 1.3 0.2

Net increase (decrease) in cash and cash equivalents and restricted cash ............. 25.3 (147.4) (54.8)

Cash and cash equivalents and restricted cash:

Beginning of year ............................................................................................... 99.9 247.3 302.1

End of year .......................................................................................................... € 125.2 € 99.9 € 247.3

Cash paid for interest:

Cash paid for third-party interest ........................................................................ € 584.5 € 462.6 € 414.3

Cash paid for related-party interest ..................................................................... 102.2 102.2 95.5

Total

.................................................................................................................

€ 686.7 € 564.8 € 509.8

Cash paid for income taxes

...................................................................................

€ 160.6 € 101.6 € —

Details of end of period cash and cash equivalents and restricted cash:

Cash and cash equivalents

....................................................................................

€ 116.6 € 93.6 € 244.9

Restricted cash (included in other current assets, net)

.........................................

8.6 6.3 2.4

Total cash and cash equivalents and restricted cash

.......................................

€ 125.2 € 99.9 € 247.3

The accompanying notes are an integral part of these consolidated financial statements.

(1) Basis of Presentation

VodafoneZiggo Group B.V. (VodafoneZiggo) provides fixed, mobile and integrated communication and entertainment

services to consumers and businesses in the Netherlands. In these notes, the terms “we,” “our,” “our company”, and “us” may

refer, as the context requires, to VodafoneZiggo or collectively to VodafoneZiggo and its subsidiaries.

On February 15, 2016, Liberty Global Europe Holding B.V., a corporation organized under the laws of the Netherlands and

a wholly-owned subsidiary of Liberty Global plc (Liberty Global), and Vodafone International Holdings B.V., a corporation

organized under the laws of the Netherlands and a wholly-owned subsidiary of Vodafone Group Plc (Vodafone) agreed to form

a 50:50 joint venture (the VodafoneZiggo JV), pursuant to a Contribution and Transfer Agreement. On December 31, 2016, the

formation of the VodafoneZiggo JV was completed (the JV Transaction) pursuant to which (i) VodafoneZiggo Group Holding

B.V. (VodafoneZiggo Group Holding) became 50% owned by each of Liberty Global and Vodafone (each a Shareholder),

(ii) VodafoneZiggo and its subsidiaries were contributed into the VodafoneZiggo JV and became wholly-owned by

VodafoneZiggo Group Holding, and (iii) Vodafone NL and its subsidiaries were contributed into the VodafoneZiggo JV and

became wholly-owned by VodafoneZiggo.

These consolidated financial statements have been prepared in accordance with accounting principles generally applied in

the United States (GAAP). Our functional currency is the euro (€). Unless otherwise indicated, convenience translations into

euros are calculated as of December 31, 2023.

These consolidated financial statements reflect our consideration of the accounting and disclosure implications of

subsequent events through February 26, 2024, the date of issuance.

(2) Accounting Changes

and Recent Accounting Pronouncements

Accounting Changes

ASU 2022-04

In September 2022, the Financial Accounting Standards Board (the FASB) issued Accounting Standards Update (ASU)

No. 2022-04, Liabilities—Supplier Finance Programs (ASU 2022-04), which requires additional disclosures for buyers

participating in supplier financing programs, which we refer to as vendor financing, including (i) the key terms of the

arrangement, (ii) the confirmed amount outstanding at the end of the period, (iii) the balance sheet presentation of related

amounts and (iv) a reconciliation of the balances from period to period. We adopted ASU 2022-04 on January 1, 2023, and such

adoption did not have a significant impact on our consolidated financial statements. For additional information regarding our

vendor financing obligations, see note 8.

ASU 2020-04

In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform: Facilitation of the Effects of Reference Rate

Reform on Financial Reporting (ASU 2020-04), which provides, for a limited time, optional expedients and exceptions for

certain contract modifications that reference the London Interbank Offered Rate (LIBOR) or another reference rate expected to

be discontinued. In December 2022, the FASB deferred the expiration date of ASU 2020-04 from December 31, 2022 to

December 31, 2024. In accordance with the optional expedients in ASU 2020-04, we have modified all applicable debt

agreements to replace LIBOR with another reference rate and applied the practical expedient to account for the modification as

a continuation of the existing contract. The use of optional expedients in ASU 2020-04 has not had a significant impact on our

consolidated financial statements to date. For additional information regarding our debt, see note 8.

Recent Accounting Pronouncements

ASU 2023-09

In December 2023, the FASB issued ASU No. 2023-09, Improvements to Income Tax Disclosures (ASU 2023-09), which

is intended to enhance the transparency of income tax matters within financial statements, providing stakeholders with a clearer

understanding of tax positions and their associated risks and uncertainties. ASU 2023-09 requires public business entities to

VODAFONEZIGGO GROUP B.V.

Notes to Consolidated Financial Statements

December 31, 2023, 2022 and 2021

disclose, on an annual basis, specific categories in the rate reconciliation and provide additional information for reconciling

items that meet a specific quantitative threshold. There is a further requirement that public business entities will need to disclose

a tabular reconciliation, using both percentages and reporting currency amounts. ASU 2023-09 is effective for fiscal years

beginning after December 15, 2024. We are currently evaluating the impact of ASU 2023-09 on our consolidated financial

statements and disclosures.

(3) Summary of Significant Accounting Policies

Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions

that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of

revenue and expenses during the reporting period. Estimates and assumptions are used in accounting for, among other things,

the valuation of allowances for uncollectible accounts, certain components of revenue, programming and copyright expenses,

deferred income taxes and related valuation allowances, loss contingencies, fair value measurements, impairment assessments,

capitalization of internal costs associated with construction and installation activities and the development of internal-use

software and useful lives of long-lived assets. Actual results could differ from those estimates.

Reclassifications

Certain prior year amounts have been reclassified to conform to the current year presentation.

Principles of Consolidation

The accompanying consolidated financial statements include our accounts and the accounts of all voting interest entities

where we exercise a controlling financial interest through the ownership of a direct or indirect controlling voting interest and

variable interest entities for which our company is the primary beneficiary. All significant intercompany accounts and

transactions have been eliminated in consolidation.

Cash and Cash Equivalents and Restricted Cash

Cash equivalents consist of money market funds and other investments that are readily convertible into cash and have

maturities of three months or less at the time of acquisition. We record money market funds at the net asset value as there are no

restrictions on our ability, contractual or otherwise, to redeem our investments at the stated net asset value.

Restricted cash consists of cash held in restricted accounts, including cash held as collateral for debt and other

compensating balances. Restricted cash amounts that are required to be used to purchase long-term assets or repay long-term

debt are classified as long-term assets. All other cash that is restricted to a specific use is classified as current or long-term

based on the expected timing of the disbursement.

Our significant non-cash investing and financing activities are disclosed in notes 5, 7, 8 and 9 to our consolidated financial

statements.

Cash Flow Statement

For purposes of determining the classification of cash flows in our consolidated statements of cash flows, interest payments

or receipts for related-party loans are included as cash flows from operating activities. All other related-party borrowings,

advances, and repayments are reflected as financing activities.

For purposes of our consolidated statements of cash flows, operating-related expenses financed by an intermediary are

treated as constructive operating cash outflows and constructive financing cash inflows when the intermediary settles the

liability with the vendor on our behalf as there is no actual cash outflow until we pay the financing intermediary. When we pay

the financing intermediary, we record financing cash outflows in our consolidated statements of cash flows. The capital

expenditures that we report in our consolidated statements of cash flows do not include amounts that are financed under capital-

VODAFONEZIGGO GROUP B.V.

Notes to Consolidated Financial Statements — Continued

December 31, 2023, 2022 and 2021

related vendor financing or finance lease arrangements. Instead, these amounts are reflected as non-cash additions to our

property and equipment when the underlying assets are delivered, and as repayments of debt when the principal is repaid.

Trade Receivables

Our trade receivables are reported net of an allowance for doubtful accounts. Such allowance aggregated €26.6 million and

€23.8 million at December 31, 2023 and 2022, respectively. The allowance for doubtful accounts is based upon our current

estimate of lifetime expected credit losses related to uncollectible accounts receivable. We use a number of factors in

determining the allowance, including, among other things, collection trends, prevailing and anticipated economic conditions,

and specific customer credit risk. The allowance is maintained until either payment is received or the likelihood of collection is

considered to be remote.

Concentration of credit risk with respect to trade receivables is limited due to the large number of residential and business

customers. We also manage this risk by disconnecting services to customers whose accounts are delinquent.

Financial Instruments

Due to the short maturities of cash and cash equivalents, restricted cash, trade receivables, related-party receivables,

contract assets, other current assets, accounts payable, accrued and other current liabilities, VAT payable and accrued interest,

their respective carrying values approximate their respective fair values. For information concerning the fair values of certain of

our derivatives and debt, see notes 5 and 8, respectively. For information regarding how we arrive at certain of our fair value

measurements, see note 6.

Derivative Instruments

All derivative instruments are recorded on the balance sheet at fair value. We generally do not apply hedge accounting to

our derivative instruments, therefore changes in the fair value of derivative instruments are recognized in earnings.

The net cash received or paid related to our derivative instruments is classified as an operating, investing or financing

activity in our consolidated statements of cash flows based on the objective of the derivative instrument and the classification of

the applicable underlying cash flows.

For additional information regarding our derivative instruments, see note 5.

Property and Equipment

Property and equipment are stated at cost less accumulated depreciation. We capitalize costs associated with the

construction of new, or upgrades to existing, fixed and mobile transmission and distribution facilities, the installation of new

fixed-line services and the development of internal-use software. Capitalized construction and installation costs include

materials, labor, and other directly attributable costs. Installation activities that are capitalized include (i) the initial connection

(or drop) from our fixed-line system to a customer location, (ii) the replacement of a drop, and (iii) the installation of equipment

for new, or upgrades to existing fixed-line services. The costs of other customer-facing activities, such as reconnecting and

disconnecting customer locations and repairing or maintaining drops, are expensed as incurred. Interest capitalized with respect

to construction activities was not material during any of the periods presented.

Capitalized internal-use software is included as a component of property and equipment. We capitalize internal and

external costs directly associated with the development of internal-use software. We also capitalize costs associated with the

purchase of software licenses. Maintenance and training costs, as well as costs incurred during the preliminary stage of an

internal-use software development project, are expensed as incurred.

Depreciation is computed using the straight-line method over the estimated useful life of the underlying asset. Equipment

under finance leases is amortized on a straight-line basis over the shorter of the lease term or estimated useful life of the asset.

Useful lives used to depreciate our property and equipment are assessed periodically and are adjusted when warranted. The

useful lives of fixed and mobile distribution systems that are undergoing a rebuild are adjusted such that property and

VODAFONEZIGGO GROUP B.V.

Notes to Consolidated Financial Statements — Continued

December 31, 2023, 2022 and 2021

equipment to be retired will be fully depreciated by the time the rebuild is completed. For additional information regarding the

useful lives of our property and equipment, see note 7.

Additions, replacements, and improvements that extend the asset life are capitalized. Repairs and maintenance are charged

to operations.

We recognize a liability for asset retirement obligations in the period in which it is incurred if sufficient information is

available to make a reasonable estimate of fair values. Asset retirement obligations may arise from the loss of rights of way that

we obtain from local municipalities or other relevant authorities. Under certain circumstances, the authorities could require us to

remove our network equipment from an area if, for example, we were to discontinue using the equipment for an extended

period of time or the authorities were to decide not to renew our access rights. However, because the rights of way are integral

to our ability to deliver broadband communications services to our customers, we expect to conduct our business in a manner

that will allow us to maintain these rights for the foreseeable future. In addition, we have no reason to believe that the

authorities will not renew our rights of way and, historically, renewals have been granted. We also have obligations in lease

agreements to restore the property to its original condition or remove our property at the end of the lease term. Sufficient

information is not available to estimate the fair value of our asset retirement obligations in certain of our lease arrangements.

This is the case for long-term lease arrangements in which the underlying leased property is integral to our operations, there is

not an acceptable alternative to the leased property and we have the ability to indefinitely renew the lease. Accordingly, for

most of our rights of way and certain lease agreements, the possibility is remote that we will incur significant removal costs in

the foreseeable future and, as such, we do not have sufficient information to make a reasonable estimate of fair value for these

asset retirement obligations.

As of December 31, 2023 and 2022, the recorded value of our asset retirement obligations was €19.4 million and €21.9

million, respectively.

Intangible Assets

Our primary intangible assets relate to goodwill, customer relationships and mobile spectrum licenses. Goodwill represents

the fair value of the combined business of the VodafoneZiggo JV in excess of the fair value of the identifiable assets and

liabilities assumed upon closing of the JV transaction. Customer relationships are initially recorded at their fair values in

connection with business combinations and subsequently at cost less accumulated amortization and impairments, if any. Upon

closing the JV Transaction, our licenses were recorded at their fair value and subsequent to the closing of the JV Transaction,

we record licenses at costs less accumulated amortization and impairments, if any.

Goodwill is not amortized, but instead is tested for impairment at least annually. Intangible assets with finite lives are

amortized on a straight-line basis over their respective estimated useful lives to their estimated residual values and reviewed for

impairment.

For additional information regarding the useful lives of our intangible assets, see note 7.

Impairment of Property and Equipment and Intangible Assets

When circumstances warrant, we review the carrying amounts of our property and equipment and our intangible assets

(other than goodwill) to determine whether such carrying amounts continue to be recoverable. Such changes in circumstance

may include (i) an expectation of a sale or disposal of a long-lived asset or asset group, (ii) adverse changes in market or

competitive conditions, (iii) an adverse change in legal factors or business climate in the market in which we operate, and

(iv) operating or cash flow losses. For purposes of impairment testing, long-lived assets are grouped at the lowest level for

which cash flows are largely independent of other assets and liabilities, generally at or below the reporting unit level (see

below). If the carrying amount of the asset or asset group is greater than the expected undiscounted cash flows to be generated

by such asset or asset group, an impairment adjustment is recognized. Such adjustment is measured by the amount that the

carrying value of such asset or asset group exceeds its fair value. We generally measure fair value by considering (a) sale prices

for similar assets, (b) discounted estimated future cash flows using an appropriate discount rate and/or (c) estimated

replacement cost. Assets to be disposed of are recorded at the lower of their carrying amount or fair value less costs to sell.

VODAFONEZIGGO GROUP B.V.

Notes to Consolidated Financial Statements — Continued

December 31, 2023, 2022 and 2021

We evaluate goodwill for impairment at least annually on October 1 and whenever facts and circumstances indicate that

their carrying amounts may not be recoverable. For impairment evaluations with respect to goodwill, we first make a qualitative

assessment to determine if the goodwill may be impaired. If it is more-likely-than-not that the reporting unit’s fair value is less

than its carrying value, we then compare the fair value of the reporting unit to its respective carrying amount. Any excess of the

carrying amount over the fair value would be charged to operations as an impairment loss. A reporting unit is an operating

segment or one level below an operating segment (referred to as a "component"). We have identified one reporting unit to

which all goodwill is assigned.

Leases

For leases with a term greater than 12 months, we recognize on the lease commencement date (i) right-of-use (ROU) assets

representing our right to use an underlying asset and (ii) lease liabilities representing our obligation to make lease payments

over the lease term. Lease and non-lease components in a contract are generally accounted for separately.

We initially measure lease liabilities at the present value of the remaining lease payments over the lease term. Options to

extend or terminate the lease are included only when it is reasonably certain that we will exercise that option. As our leases do

not provide enough information to determine an implicit interest rate, we use a portfolio level incremental borrowing rate in our

present value calculation. We initially measure ROU assets at the value of the lease liability, plus any initial direct costs and

prepaid lease payments, less any lease incentives received.

With respect to our finance leases, (i) ROU assets are generally depreciated on a straight-line basis over the shorter of the

lease term or the useful life of the asset and (ii) interest expense on the lease liability is recorded using the effective interest

method. Operating lease expense is recognized on a straight-line basis over the lease term. For leases with a term of 12 months

or less (short-term leases), we do not recognize ROU assets or lease liabilities. Short-term lease expense is recognized on a

straight-line basis over the lease term.

Income Taxes

Income taxes are accounted for under the asset and liability method. We recognize deferred tax assets and liabilities for the

future tax consequences attributable to differences between the financial statement carrying amounts and income tax basis of

assets and liabilities, and the expected benefits of utilizing operating loss and tax credit carryforwards. We measure deferred tax

assets and liabilities using enacted tax rates in effect for the year in which those temporary differences and carryforwards are

expected to be recovered or settled. We recognize the financial statement effects of a tax position when it is more-likely-than-

not, based on technical merits, that the position will be sustained upon examination. Recognized tax positions are measured as

the largest amount of tax benefit that is greater than 50 percent likely of being realized upon settlement. Net deferred tax assets

are then reduced by a valuation allowance to the amount we believe is more-likely-than-not to be realized. The effect on

deferred tax assets and liabilities of a change in tax rates is recognized in earnings in the period that includes the enactment

date. Interest and penalties related to income tax liabilities are included in income tax expense in our consolidated statements of

operations.

The VodafoneZiggo Fiscal Unity, established on the level of VodafoneZiggo Group Holding, is one taxpayer for Dutch tax

purposes. Effective January 1, 2023, the VodafoneZiggo Fiscal Unity implemented a tax-sharing agreement to formalize our

policy of recording income taxes at the level of VodafoneZiggo on a separate return basis. In accordance with this agreement,

VodafoneZiggo has assumed the liability of the VodafoneZiggo Fiscal Unity with respect to income taxes payable to the Dutch

tax authorities. Accordingly, current income taxes payable or receivable, if any, are presented as current positions with the tax

authorities. No settlements will be made between VodafoneZiggo Group Holding, VodafoneZiggo or its subsidiaries related to

Dutch tax liabilities or tax attributes.

For additional information regarding our income taxes, see note 10

Multiemployer Benefit Plans

We are a party to multiemployer benefit plans and we recognize the required contribution paid or payable for these plans

during the period as net postretirement benefit costs.

VODAFONEZIGGO GROUP B.V.

Notes to Consolidated Financial Statements — Continued

December 31, 2023, 2022 and 2021

Foreign Currency Transactions

Transactions denominated in currencies other than our functional currency are recorded based on exchange rates at the time

such transactions arise. Changes in exchange rates with respect to amounts recorded on our consolidated balance sheets related

to these non-functional currency transactions result in transaction gains and losses that are reflected in our consolidated

statements of operations as unrealized (based on the applicable period end exchange rates) or realized upon settlement of the

transactions.

Revenue Recognition

Service Revenue — Fixed Network. We recognize revenue from the provision of video, broadband internet and fixed-line

telephony services over our fixed network to customers over time in the periods the related services are provided, with the

exception of revenue recognized pursuant to certain contracts that contain promotional discounts, as described below.

Installation fees related to services provided over our fixed network are generally deferred and recognized as revenue over the

contractual period.

Sale of Multiple Products and Services. We sell video, broadband internet, fixed-line telephony and mobile services and

handsets to our customers in bundled packages at a rate lower than if the customer purchased each product on a stand-alone

basis. Revenue from bundled packages generally is allocated proportionally to the individual products or services based on the

relative stand-alone selling price for each respective product or service.

Mobile Revenue — General. Consideration from mobile contracts is allocated to the airtime service component and the

handset component based on the relative stand-alone selling prices of each component. Offers for handsets and airtime services

in separate contracts entered into at the same time are accounted for as a single contract.

Mobile Revenue — Airtime Services. We recognize revenue from mobile services over time in the periods the related

services are provided. Revenue from pre-pay customers is deferred prior to the commencement of services and recognized as

the services are rendered or usage rights expire.

Mobile Revenue — Handset Revenue. Arrangement consideration allocated to handsets is recognized as revenue at the

point in time in which the goods have been transferred to the customer. Mobile handset contracts that permit the customer to

take control of the handset upfront and pay for the handset in installments over a contractual period may contain a significant

financing component. For contracts with terms of one year or more, we recognize the significant financing component as

revenue over the contractual period using the effective interest method.

B2B Fixed Revenue. We defer upfront installation and certain nonrecurring fees received on B2B contracts where we

maintain ownership of the installed equipment. The deferred fees are amortized into revenue on a straight-line basis over the

term of the arrangement or the expected period of performance.

Contract Costs. Incremental costs to obtain a contract with a customer, such as incremental sales commissions, are

generally recognized as assets and amortized over the applicable period benefited, which generally is the contract life, to (i)

SG&A expenses or (ii) in the case of commissions earned on devices sold through indirect channels, against service revenue. If,

however, the amortization period is less than one year, we expense such costs in the period incurred.

Contract fulfillment costs are recognized as assets and amortized to other operating costs over the applicable period

benefited, which is generally the substantive contract term for the related service contract. Installation activities are not

considered to be contract fulfillment costs. Instead, installation costs are capitalized, where applicable, under existing industry

guidance for cable entities.

Promotional Discounts. For subscriber promotions, such as discounted or free services during an introductory period,

revenue is recognized uniformly over the contractual period if the contract has substantive termination penalties. For subscriber

promotions offered for longer than an introductory period, we allocate discounts over the related performance obligations and

the related period of delivery.

VODAFONEZIGGO GROUP B.V.

Notes to Consolidated Financial Statements — Continued

December 31, 2023, 2022 and 2021

Subscriber Advance Payments and Deposits. Payments received in advance for the services we provide are deferred and

recognized as revenue when the associated services are provided.

Sales, Use, and Other VAT. Revenue is recorded net of applicable sales, use and other VAT.

For a summary of our revenue disaggregated by major category, see note 13.

Programming Costs

Programming costs include (i) agreements to distribute channels to our customers and (ii) sports rights.

Channel Distribution Agreements. Our channel distribution agreements are generally multi-year contracts for which we are

charged either (i) variable rates based upon the number of subscribers or (ii) on a flat fee basis. Certain of our variable rate

contracts require minimum guarantees. For contracts containing minimum guarantees, we accrue based on the greater of the

minimum guarantee or the amount calculated off the actual number of subscribers. Programming costs under such arrangements

are recorded in programming and other direct costs of services in our consolidated statement of operations during the period

when the programming is available for viewing.

Sports Rights. Our sports rights agreements are generally multi-year contracts for which we are typically charged a flat fee

per season. We typically pay for sports rights in advance of the respective season. The current and long-term portions of any

payments made in advance of the respective season are recorded as other current assets, net and other assets, net, respectively,

on our consolidated balance sheet and are amortized on a straight-line basis over the respective sporting season. Sports rights

are regularly reviewed for impairment and held at the lower of unamortized cost or estimated net realizable value.

Litigation Costs

Legal fees and related litigation costs are expensed as incurred.

(4) Revenue Recognition and Related Costs

Contract Balances

If we transfer goods or services to a customer but do not have an unconditional right to payment, we record a contract

asset. Contract assets typically arise from the delivery of a handset that is paid for over the duration of the contract period or the

uniform recognition of introductory promotional discounts over the contract period. Our contract assets

were €234.1 million

and €210.7 million as of December 31, 2023 and 2022, respectively, and are reported net of an allowance for doubtful accounts.

Such allowance aggregated €5.4 million and €5.5 million at December 31, 2023 and 2022, respectively. The long-term portions

of our contract asset balances are included within other assets, net, on our consolidated balance sheets.

We record deferred revenue when we receive payment prior to transferring goods or services to a customer. We primarily

defer revenue for (i) services that are invoiced prior to when services are provided and (ii) installation and other upfront

services. Our deferred revenue balances were €214.5 million and €208.3 million as of December 31, 2023 and 2022,

respectively. The current and long-term portions of our deferred revenue balances are included within deferred revenue and

advance payments from subscribers and others and other long-term liabilities, respectively, on our consolidated balance sheets.

Contract Costs

Our aggregate assets associated with incremental costs to obtain and fulfill our contracts were €76.3 million and €67.3

million at December 31, 2023 and 2022, respectively. The current and long-term portions of our assets related to contract costs

are included within other current assets, net and other assets, net, respectively, on our consolidated balance sheets. During 2023,

2022 and 2021, we amortized

€84.6 million, €80.8 million and €88.1 million, respectively, to programming and other direct

costs of services expenses and other operating expenses.

VODAFONEZIGGO GROUP B.V.

Notes to Consolidated Financial Statements — Continued

December 31, 2023, 2022 and 2021

Unsatisfied Performance Obligations

A large portion of our revenue is derived from customers whose initial contracts have been extended. A large portion of

these customers have a one month notice period. Revenue from customers who are subject to initial contracts will be recognized

over the term of such contracts, which is generally 12-24 months for our residential contracts and one to five years for our B2B

service contracts.

VODAFONEZIGGO GROUP B.V.

Notes to Consolidated Financial Statements — Continued

December 31, 2023, 2022 and 2021

(5) Derivative Instruments

In general, we enter into derivative instruments to protect against (i) increases in the interest rates on our variable-rate debt

and (ii) foreign currency movements with respect to borrowings that are denominated in a currency other than our functional

currency. In this regard, we have entered into various derivative instruments to manage interest rate exposure and foreign

currency exposure with respect to the United States (U.S.) dollar ($).

The following table provides details of the fair values of our derivative instrument assets and liabilities:

December 31, 2023 December 31, 2022

Current (a) Long-term (b) Total Current (a) Long-term (b) Total

in millions

Assets:

Cross-currency and interest rate

derivative contracts (c)

.............. € 218.0 € 508.2 € 726.2 € 170.1 € 968.9 € 1,139.0

Liabilities:

Cross-currency and interest rate

derivative contracts (c) .............. € 48.4 € 69.3 € 117.7 € 41.2 € 67.0 € 108.2

Foreign currency forward

contracts .................................... 0.2 — 0.2 0.2 — 0.2

Total ....................................... € 48.6 € 69.3 € 117.9 € 41.4 € 67.0 € 108.4

________________

(a) Our current derivative liabilities are included in accrued and other current liabilities on our consolidated balance sheets.

(b) Our long-term derivative liabilities are included in other long-term liabilities on our consolidated balance sheets.

derivative instruments. In all cases, the adjustments take into account offsetting liability or asset positions. The changes

in the credit risk valuation adjustments associated with our cross-currency and interest rate derivative contracts resulted

in net gains (losses) of €22.7 million, (€36.8 million) and (€65.4 million) during 2023, 2022 and 2021, respectively.

These amounts are included in realized and unrealized gains (losses) on derivative instruments, net, in our consolidated

statements of operations. For further information regarding our fair value measurements, see note 6.

The details of our realized and unrealized gains (losses) on derivative instruments, net, are as follows:

Year ended December 31,

2023 2022 2021

in millions

Cross-currency and interest rate derivative contracts

............................................ € (260.2) € 1,189.3 € 524.4

Foreign currency forward contracts ....................................................................... (0.2) 0.3 0.4

Total .................................................................................................................. € (260.4) € 1,189.6 € 524.8

VODAFONEZIGGO GROUP B.V.

Notes to Consolidated Financial Statements — Continued

December 31, 2023, 2022 and 2021

The net cash received or paid related to our derivative instruments is classified as an operating, investing or financing

activity in our consolidated statements of cash flows based on the objective of the derivative instrument and the classification of

the applicable underlying cash flows. The following table sets forth the classification of the net cash inflows (outflows) of our

derivative instruments:

Year ended December 31,

2023 2022 2021

in millions

Operating activities

................................................................................................ € 161.8 € 42.2 € (23.5)

Financing activities ................................................................................................ — 1.8 (0.1)

Total .................................................................................................................. € 161.8 € 44.0 € (23.6)

Counterparty Credit Risk

We are exposed to the risk that the counterparties to our derivative instruments will default on their obligations to us. We

manage these credit risks through the evaluation and monitoring of the creditworthiness of and concentration of risk with the

respective counterparties. In this regard, credit risk associated with our derivative instruments is spread across a relatively broad

counterparty base of banks and financial institutions, however notwithstanding, given the size of our derivative portfolio, the

default of certain counterparties could have a significa

nt impact on our consolidated statements of operations. Collateral is

generally not posted by either party under our derivative instruments. At December 31, 2023, our exposure to counterparty

credit risk included derivative assets with an aggregate fair value of €0.6 billion.

We have entered into derivative instruments under master agreements with each counterparty that contain master netting

arrangements that are applicable in the event of early termination by either party to such derivative instrument. The master

netting arrangements under each of these master agreements are limited to the derivative instruments governed by the relevant

master agreement and are independent of similar arrangements.

Under our derivative contracts, it is generally only the non-defaulting party that has a contractual option to exercise early

termination rights upon the default of the other counterparty and to set off other liabilities against sums due upon such

termination. However, in an insolvency of a derivative counterparty, under the laws of certain jurisdictions, the defaulting

counterparty or its insolvency representatives may be able to compel the termination of one or more derivative contracts and

trigger early termination payment liabilities payable by us, reflecting any mark-to-market value of the contracts for the

counterparty. Alternatively, or in addition, the insolvency laws of certain jurisdictions may require the mandatory set off of

amounts due under such derivative contracts against present and future liabilities owed to us under other contracts between us

and the relevant counterparty. Accordingly, it is possible that we may be subject to obligations to make payments, or may have

present or future liabilities owed to us partially or fully discharged by set off as a result of such obligations, in the event of the

insolvency of a derivative counterparty, even though it is the counterparty that is in default and not us. To the extent that we are

required to make such payments, our ability to do so will depend on our liquidity and capital resources at the time. In an

insolvency of a defaulting counterparty, we will be an unsecured creditor in respect of any amount owed to us by the defaulting

counterparty, except to the extent of the value of any collateral we have obtained from that counterparty.

In addition, where a counterparty is in financial difficulty, under the laws of certain jurisdictions, the relevant regulators

may be able to (i) compel the termination of one or more derivative instruments, determine the settlement amount and/or

compel, without any payment, the partial or full discharge of liabilities arising from such early termination that are payable by

the relevant counterparty or (ii) transfer the derivative instruments to an alternative counterparty.

Details of our Derivative Instruments

In the following tables, we present the details of the various categories of our derivative instruments. The notional amounts

of multiple derivative instruments that mature within the same calendar month are shown in the aggregate and interest rates are

presented on a weighted average basis. In addition, for derivative instruments that were in effect as of December 31, 2023, we

present a single date that represents the applicable final maturity date. For derivative instruments that become effective

subsequent to December 31, 2023, we present a range of dates that represents the period covered by the applicable derivative

instruments.

VODAFONEZIGGO GROUP B.V.

Notes to Consolidated Financial Statements — Continued

December 31, 2023, 2022 and 2021

Cross-currency Derivative Contracts

We generally match the denomination of our borrowings with our functional currency or, when it is more cost effective, we

provide for an economic hedge against foreign currency exchange rate movements by using derivative instruments to

synthetically convert unmatched debt into the applicable underlying currency. At December 31, 2023, substantially all of our

debt was either directly or synthetically matched to our functional currency. The weighted average remaining contractual life of

our cross-currency derivative contracts at December 31, 2023 was 3.3 years. The terms of our outstanding cross-currency

derivative contracts at December 31, 2023, are as follows:

Final maturity date

Notional

amount

due from

counterparty

Notional

amount

due to

counterparty

Interest rate

due from

counterparty

Interest rate

due to

counterparty

in millions

January 2025 (a) .............................

$ 2,230.0 € 1,985.9 4.03% 2.95%

April 2028

.......................................

$ 2,050.0 € 1,581.0 6 mo. SOFR + 2.93% 3.82%

January 2030

...................................

$ 1,525.0 € 1,356.9 5.00% 3.53%

January 2025 (a)

.............................

€ 872.1 $ 980.0 0.31% 0.33%

January 2028

...................................

$ 500.0 € 450.0 4.88% 6 mo. EURIBOR + 3.04%

February 2028

.................................

$ 500.0 € 429.9 5.13% 3.64%

January 2028

...................................

$ 491.0 € 406.8 4.88% 3.85%

April 2028

.......................................

$ 475.0 € 431.4 6 mo. SOFR + 2.93% 6 mo. EURIBOR + 2.58%

April 2025

.......................................

$ 325.0 € 302.8 6 mo. SOFR + 2.93% 6 mo. EURIBOR + 2.42%

________________

(a) Includes certain derivative instruments that do not involve the exchange of notional amounts at the inception and

maturity of the instruments. Accordingly, the only cash flows associated with these derivative instruments are interest-

related payments and receipts. At December 31, 2023, the total euro equivalent of the notional amounts of these

derivative instruments was €1,437.0 million.

Interest Rate Swap Contracts

As noted above, we enter into interest rate swap contracts to protect against increases in the interest rates on our variable-

rate debt. Pursuant to these derivative instruments, we typically pay fixed interest rates and receive variable interest rates on

specified notional amounts. At December 31, 2023, the related weighted average remaining contractual life of our interest rate

swap contracts was 4.9 years. The terms of our outstanding interest rate swap contracts at December 31, 2023, are as follows:

Final maturity date

Notional

amount

Interest rate due from

counterparty

Interest rate due to

counterparty

in millions

January 2029 .........................................................

€ 2,250.0 6 mo. EURIBOR 1.20%

January 2028

.........................................................

450.0 6 mo. EURIBOR 0.03%

April 2028

.............................................................

431.4 6 mo. EURIBOR 1.59%

April 2025

.............................................................

11.0 6 mo. EURIBOR 2.71%

€ 3,142.4

Basis Swaps

Our basis swaps involve the exchange of attributes used to calculate our floating interest rates, including (i) the benchmark

rate, (ii) the underlying currency, and/or (iii) the borrowing period. We typically enter into these swaps to optimize our interest

rate profile based on our current evaluations of yield curves, our risk management policies and other factors. At December 31,

VODAFONEZIGGO GROUP B.V.

Notes to Consolidated Financial Statements — Continued

December 31, 2023, 2022 and 2021

2023, the euro equivalent of the notional amount due from the counterparty was €2,282.1 million and the related weighted

average remaining contractual life of our interest basis swap contracts was 0.8 years. The terms of our outstanding basis swap

contracts at December 31, 2023, are as follows:

Final maturity date

Notional

amount

Interest rate

due from

counterparty

Interest rate

due to

counterparty

in millions

October 2024 .........................................................

$ 2,525.0 1 mo. SOFR + 2.61% 6 mo. SOFR + 2.69%

Interest Rate Options

From time to time, we enter into interest rate cap, floor and collar agreements. Purchased interest rate caps and collars lock

in a maximum interest rate if variable rates rise, but also allow our company to benefit, to a limited extent in the case of collars,

from declines in market rates. Purchased interest rate floors protect us from interest rates falling below a certain level, generally

to match a floating rate floor on a debt instrument. At December 31, 2023, we had no interest rate collar agreements, and the

euro equivalent of notional amounts of our interest rate caps and floors w

ere €205.0 million and €2,250.0 million, respectively.

Impact of Derivative Instruments on Borrowing Costs

The impact of the derivative instruments that mitigate our foreign currency and interest rate risk, as described above, was a

decrease of 172 basis points to our borrowing costs as of December 31, 2023.

Foreign Currency Forwards and Swaps

We enter into foreign currency forward contracts and foreign currency swap contracts with respect to non-functional

currency exposure. At December 31, 2023, the euro equivalent of the notional amount of our foreign currency forward contracts

and foreign currency swap contracts was €28.1 million.

(6) Fair Value Measurements

We use the fair value method to account for our derivative instruments. The reported fair values of these derivative

instruments as of December 31, 2023, are unlikely to represent the value that will be paid or received upon the ultimate

settlement or disposition of these assets and liabilities.

GAAP provides for a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into

three broad levels. Level 1 inputs are quoted market prices in active markets for identical assets or liabilities that the reporting

entity has the ability to access at the measurement date. Level 2 inputs are inputs other than quoted market prices included

within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 3 inputs are unobservable inputs

for the asset or liability. We record transfers of assets or liabilities into or out of Levels 1, 2 or 3 at the beginning of the quarter

during which the transfer occurred. During 2023, no such transfers were made.

All of our Level 2 inputs (interest rate futures and swap rates) and certain of our Level 3 inputs (credit spreads) are

obtained from pricing services. These inputs, or interpolations or extrapolations thereof, are used in our internal models to

calculate, among other items, yield curves and forward interest and currency rates. In the normal course of business, we receive

market value assessments from the counterparties to our derivative contracts. Although we compare these assessments to our

internal valuations and investigate unexpected differences, we do not otherwise rely on counterparty quotes to determine the

fair values of our derivative instruments. The midpoints of applicable bid and ask ranges generally are used as inputs for our

internal valuations.

In order to manage our interest rate and foreign currency exchange risk, we have entered into various derivative

instruments as further described in note 5. The recurring fair value measurements of these instruments are determined using

discounted cash flow models. Most of the inputs to these discounted cash flow models consist of, or are derived from,

observable Level 2 data for substantially the full term of these instruments. This observable data mostly includes currency rates,

interest rate futures and swap rates, which are retrieved or derived from available market data. Although we may extrapolate or

VODAFONEZIGGO GROUP B.V.

Notes to Consolidated Financial Statements — Continued

December 31, 2023, 2022 and 2021

interpolate this data, we do not otherwise alter this data in performing our valuations. We use a Monte Carlo based approach to

incorporate a credit risk valuation adjustment in our fair value measurements to estimate the impact of both our own

nonperformance risk and the nonperformance risk of our counterparties. The inputs used for our credit risk valuation

adjustments, including our and our counterparties’ credit spreads represent our most significant Level 3 inputs, and these inputs

are used to derive the credit risk valuation adjustments with respect to these instruments. As we would not expect these

parameters to have a significant impact on the valuations of these instruments, we have determined that these valuations fall

under Level 2 of the fair value hierarchy. Our credit risk valuation adjustments with respect to our cross-currency and interest

rate swap contracts are quantified and further explained in note 5.

Fair value measurements are also used in connection with nonrecurring valuations performed in connection with

impairment assessments and acquisition accounting. During 2023 and 2022, we did not perform significant nonrecurring fair

value measurements.

A summary of our assets and liabilities that are measured at fair value on a recurring basis is as follows:

December 31,

2023 (a) 2022 (a)

in millions

Assets:

Cross-currency and interest rate derivative contracts

............................................................ € 726.2 € 1,139.0

Liabilities:

Cross-currency and interest rate derivative contracts ............................................................ € 117.7 € 108.2

Foreign currency forward contracts ....................................................................................... 0.2 0.2

Total ..................................................................................................................................... € 117.9 € 108.4

_______________

(a) At December 31, 2023 and 2022, we used significant other observable inputs (Level 2) to measure all of our fair value

assets and liabilities.

(7) Long-lived Assets

Property and Equipment, Net

The details of our property and equipment and the related accumulated depreciation are set forth below:

Estimated useful

life at

December 31, 2023

December 31,

2023 2022

in millions

Distribution systems

................................................................................... 4 to 30 years € 6,149.8 € 5,824.5

Support equipment, buildings and land ...................................................... 3 to 40 years 1,072.3 1,071.7

Customer premises equipment .................................................................... 3 to 5 years 1,023.9 974.0

8,246.0 7,870.2

Accumulated depreciation .......................................................................... (3,485.6) (3,090.1)

Total property and equipment, net ......................................................... € 4,760.4 € 4,780.1

Depreciation expense related to our property and equipment was €920.8 million, €906.4 million and €958.3 million during

2023, 2022 and 2021, respectively.

During 2023, 2022 and 2021, we recorded non-cash increases to our property and equipment related to vendor financing

arrangements of €374.0 million, €462.8 million and €500.2 million, respectively, which exclude related VAT of €45.9 million,

€51.4 million and €42.4 million, respectively, that were also financed under these arrangements.

VODAFONEZIGGO GROUP B.V.

Notes to Consolidated Financial Statements — Continued

December 31, 2023, 2022 and 2021

All of the support equipment, buildings and land is pledged as security under our various debt instruments. For additional

information, see note 8.

During 2023, 2022 and 2021, we recorded impairment charges of €3.6 million, €0.8 million and €2.5 million, respectively.

These amounts were primarily related to property and equipment.

Goodwill

Our goodwill represents the equity of the VodafoneZiggo JV contributed businesses in excess of the fair value of our net

identifiable assets and liabilities. There were no changes in the carrying amount of our goodwill during 2023 and 2022.

If, among other factors, the adverse impacts of economic competitive, regulatory or other factors were to cause our

operations or cash flows to be worse than anticipated, or if our weighted average cost of capital increases, we could conclude in

future periods that impairment charges are required in order to reduce the carrying values of our goodwill, and, to a lesser

extent, other long-lived assets. Any such impairment charges could be significant.

Intangible Assets Subject to Amortization, Net

The details of our intangible assets subject to amortization are set forth below:

Estimated

useful life at

December 31,

2023

December 31, 2023 December 31, 2022

Gross

carrying

amount

Accumulated

amortization

Net

carrying

amount

Gross

carrying

amount

Accumulated

amortization

Net

carrying

amount

in millions

Customer relationships ....

9 to 22 years € 6,360.0 € (3,509.3) € 2,850.7 € 6,420.0 € (3,059.4) € 3,360.6

Licenses

...........................

17 to 20 years 1,470.9 (631.9) 839.0 1,470.9 (530.8) 940.1

Trade name

......................

25 years 270.0 (75.6) 194.4 270.0 (64.8) 205.2

Total

...........................

€ 8,100.9 € (4,216.8) € 3,884.1 € 8,160.9 € (3,655.0) € 4,505.9

Amortization expense related to intangible assets with finite useful lives was €621.7 million, €622.0 million and €622.0

million during 2023, 2022 and 2021, respectively. Based on our amortizable intangible asset balances at December 31, 2023,

we expect that amortization expense will be as follows for the next five years and thereafter (in millions):

2024 ........................................................................................................................................................................... € 613.6

2025 ........................................................................................................................................................................... 613.6

2026 ........................................................................................................................................................................... 290.3

2027 ........................................................................................................................................................................... 255.3

2028 ........................................................................................................................................................................... 255.3

Thereafter

................................................................................................................................................................. 1,856.0

Total ..................................................................................................................................................................... € 3,884.1

VODAFONEZIGGO GROUP B.V.

Notes to Consolidated Financial Statements — Continued

December 31, 2023, 2022 and 2021

(8) Debt

The euro equivalents of the components of our third-party debt are as follows:

December 31, 2023 Principal amount

Weighted

average

interest rate

(a)

Unused

borrowing

capacity (b)

December 31,

2023

December 31,

2022

in millions

Senior and Senior Secured Notes

............................................. 4.42 % — € 5,443.3 € 5,551.9

Credit Facilities (b) (c) .............................................................. 7.42 % € 850.0 4,534.4 4,625.1

Vendor financing (d) ................................................................. 3.96 % — 999.6 999.5

Other Debt ................................................................................. 4.69 % — 177.4 168.4

Total principal amount of third-party debt before

premiums, discounts and deferred financing costs (e)

..... 5.60 % € 850.0 € 11,154.7 € 11,344.9

_______________

(a) Represents the weighted average interest rate in effect at December 31, 2023 for all borrowings outstanding pursuant to

each debt instrument, including any applicable margin. The interest rates presented represent stated rates and do not

include the impact of derivative instruments, deferred financing costs, original issue premiums or discounts and

commitment fees, all of which affect our overall cost of borrowing. Including the effects of derivative instruments,

original issue premiums or discounts and commitment fees, but excluding the impact of deferred financing costs, the

weighted average interest rate on our aggregate third-party variable- and fixed-rate indebtedness was 3.96% at

December 31, 2023. The weighted average interest rate calculation includes principal amounts outstanding associated

with all of our secured and unsecured borrowings. For information regarding our derivative instruments, see note 5.

(b) The Credit Facilities include two revolving facility tranches with a maximum borrowing capacity of €850.0 million,

which were undrawn at December 31, 2023. Unused borrowing capacity represents the maximum availability under the

Credit Facilities at December 31, 2023 without regard to covenant compliance calculations or other conditions precedent

to borrowing. At December 31, 2023, based on the most restrictive applicable leverage covenants and leverage-based

restricted payment tests, the full €850.0 million of unused borrowing capacity was available to be borrowed and there

were no additional restrictions on our ability to make loans or distributions from this availability. Upon completion of the

relevant December 31, 2023 compliance reporting requirements and based on the most restrictive applicable leverage

covenants and leverage-based restricted payment tests, we expect that the full amount of unused borrowing capacity will

continue to be available to be borrowed and that there will be no additional restrictions with respect to loans or

distributions from this availability. Our above expectations do not consider any actual or potential changes in our

borrowing levels or any amounts loaned or distributed subsequent to December 31, 2023, or the impact of additional

amounts that may be available to borrow, loan or distribute under certain defined baskets under the Credit Facilities.

pursuant to an excess cash facility (Financing Facility) under the Credit Facilities. These borrowings are owed to a non-

consolidated special purpose financing entity that has issued notes to finance the purchase of receivables due from our

company to certain other third parties for amounts that we and our subsidiaries have vendor financed. To the extent that

the proceeds from these notes exceed the amount of vendor financed receivables available to be purchased, the excess

proceeds are used to fund this Financing Facility. During 2023, the Credit Facilities were amended to replace LIBOR

with the Term Secured Overnight Financing Rate (Term SOFR) as the reference rate for U.S. dollar-denominated loans

(d) Represents amounts owed to various creditors pursuant to interest-bearing vendor financing arrangements that are used

to finance certain of our property and equipment additions and operating expenses. These arrangements extend our

repayment terms beyond a vendor’s original due dates (e.g. extension beyond a vendor’s customary payment terms,

which are generally 90 days or less) and as such are classified outside of accounts payable as debt on our consolidated

balance sheets. These obligations are generally due within one year and include VAT that was also financed under these

arrangements. For purposes of our consolidated statements of cash flows, operating-related expenses financed by an

VODAFONEZIGGO GROUP B.V.

Notes to Consolidated Financial Statements — Continued

December 31, 2023, 2022 and 2021

intermediary are treated as constructive operating cash outflows and constructive financing cash inflows when the

intermediary settles the liability with the vendor as there is no actual cash outflow until we pay the financing

intermediary. During 2023 and 2022, the constructive cash outflow included in cash flows from operating activities and

the corresponding constructive cash inflow included in cash flows from financing activities related to these operating

expenses was €776.1 million and €733.6 million, respectively. Repayments of vendor financing obligations at the time

we pay the financing intermediary are included in repayments of third-party debt and finance lease obligations in our

consolidated statements of cash flows.

(e) As of December 31, 2023 and 2022, our debt had an estimated fair value of €10.4 billion and €10.1 billion, respectively.

The estimated fair values of our debt instruments are generally determined using the average of applicable bid and ask

prices (mostly Level 1 of the fair value hierarchy). For additional information regarding fair value hierarchies, see note 6.

The following table provides a reconciliation of total third-party debt before premiums, discounts, and deferred financing

costs to total debt and finance lease obligations:

December 31,

2023 2022

in millions

Total principal amount of third-party debt before premiums, discounts

and deferred financing costs

....................................................................................................... € 11,154.7 € 11,344.9

Premiums, discounts and deferred financing costs, net ................................................................. (29.9) (35.7)

Total carrying amount of third-party debt .................................................................................. 11,124.8 11,309.2

Third-party finance lease obligations ............................................................................................. 25.3 15.8

Total third-party debt and finance lease obligations .................................................................. 11,150.1 11,325.0

Related-party debt (note 11) ....................................................................................................... 1,815.8 1,815.8

Total debt and finance lease obligations .................................................................................. 12,965.9 13,140.8

Current maturities of debt and finance lease obligations ........................................................... (1,014.5) (1,107.0)

Long-term debt and finance lease obligations .............................................................................. € 11,951.4 € 12,033.8

Credit Facilities. We have entered into a Senior Secured Credit Facility agreement with certain financial institutions and a

Senior Credit Facility agreement with a non-consolidated special purpose financing entity (as described under Credit Facilities

below) (the Credit Facilities). Our Credit Facilities contain certain covenants, the more notable of which are as follows:

• Our Credit Facilities contain certain consolidated net leverage ratios, as specified in the relevant Credit Facility, which

are required to be complied with (i) on an incurrence basis and/or (ii) in respect of our Senior Secured Credit Facilities,

when the associated revolving facilities have been drawn beyond a specified percentage of the total available revolving

credit commitments on a maintenance basis;

• Subject to certain customary and agreed exceptions, our Credit Facilities contain certain restrictions which, among

other things, restrict the ability of certain of our subsidiaries to (i) incur or guarantee certain financial indebtedness, (ii)

make certain disposals and acquisitions, (iii) create certain security interests over their assets, and (iv) make certain

restricted payments to their direct and/or indirect parent companies through dividends, loans or other distributions;

• Our Credit Facilities require that certain of our subsidiaries (i) guarantee the payment of all sums payable under the

relevant Credit Facility and (ii) in respect of our Senior Secured Credit Facilities, grant first-ranking security over

substantially all of their assets to secure the payment of all sums payable thereunder;

• In addition to certain mandatory prepayment events, the instructing group of lenders under our Senior Secured Credit

Facilities, under certain circumstances, may cancel the commitments thereunder and declare the loans thereunder due

and payable at par after the notice period following the occurrence of a change of control (as specified in our Senior

Secured Credit Facilities);

VODAFONEZIGGO GROUP B.V.

Notes to Consolidated Financial Statements — Continued

December 31, 2023, 2022 and 2021

• In addition to certain mandatory prepayment events, the individual lender under our Senior Credit Facilities, under

certain circumstances, may cancel its commitments thereunder and declare the loans thereunder due and payable at a

price of 101% after the notice period following the occurrence of a change of control (as specified in our Senior Credit

Facilities);

• Our Credit Facilities contain certain customary events of default, the occurrence of which, subject to certain

exceptions, materiality qualifications and cure rights, would allow the instructing group of lenders to (i) cancel the

total commitments, (ii) declare that all or part of the loans be payable on demand, and/or (iii) accelerate all outstanding

loans and terminate their commitments thereunder;

• Our Credit Facilities require that we observe certain affirmative and negative undertakings and covenants, which are

subject to certain materiality qualifications and other customary and agreed exceptions;

• In addition to customary default provisions, our Senior Secured Credit Facilities include cross-default provisions with

respect to our other indebtedness, subject to agreed minimum thresholds and other customary and agreed exceptions;

and

• Our Senior Credit Facilities provide that any failure to pay principal at its stated maturity (after the expiration of any

applicable grace period) of, or any acceleration with respect to, other indebtedness of the borrower or certain of our

subsidiaries over agreed minimum thresholds (as specified under the Senior Credit Facilities), is an event of default

under the Senior Credit Facilities.

Senior and Senior Secured Notes. Ziggo B.V., Ziggo Bond Company B.V. and VZ Secured Financing B.V. have issued

certain Senior and Senior Secured Notes, respectively. In general, our Senior and Senior Secured Notes are senior obligations of

the issuer of such notes that rank equally with all of the existing and future senior debt of such issuer and are senior to all

existing and future subordinated debt of such issuer. Our Senior Secured Notes (i) contain certain guarantees from other

subsidiaries of VodafoneZiggo (as specified in the applicable indenture), and (ii) are secured by certain pledges or liens over

certain assets and/or shares of certain subsidiaries of VodafoneZiggo. In addition, the indentures governing our Senior and

Senior Secured Notes contain certain covenants, the more notable of which are as follows:

• Subject to certain materiality qualifications and other customary and agreed exceptions, our notes contain (i) certain

customary incurrence-based covenants and (ii) certain restrictions that, among other things, restrict the ability of

certain of our subsidiaries to (a) incur or guarantee certain financial indebtedness, (b) make certain disposals and

acquisitions, (c) create certain security interests over their assets, and (d) make certain restricted payments to their

direct and/or indirect parent companies through dividends, loans or other distributions;

• Our notes provide that any failure to pay principal at its stated maturity (after the expiration of any applicable grace

period) of, or any acceleration with respect to, other indebtedness of the issuer or certain of our subsidiaries over

agreed minimum thresholds (as specified under the applicable indenture), is an event of default under the respective

notes;

• If the relevant issuer or certain of its subsidiaries (as specified in the applicable indenture) sell certain assets, such

issuer must, subject to certain materiality qualifications and other customary and agreed exceptions, offer to repurchase

the applicable notes at par, or if a change of control (as specified in the applicable indenture) occurs, such issuer must

offer to repurchase all of the relevant notes at a redemption price of 101%; and

• Our Senior Secured Notes contain certain early redemption provisions including the ability to, during each 12-month

period commencing on the issue date for such notes until the applicable call date, redeem up to 10% of the original

principal amount of the notes at a redemption price equal to 103% of the principal amount of the notes to be redeemed

plus accrued and unpaid interest.

In January 2022, we published our new Sustainable Finance Framework (SFF) which incorporates our previously

published Green Bond Framework. Our SFF enables us to issue green and sustainable financing and aligns our Corporate Social

Responsibility strategy with our capital structure. Key Performance Indicators with corresponding Sustainable Performance

Targets to halve our CO2 emissions (Scope 1, 2 and 3) by 2025 (compared to 2018) are included in our SFF. Our SFF is aligned

VODAFONEZIGGO GROUP B.V.

Notes to Consolidated Financial Statements — Continued

December 31, 2023, 2022 and 2021

with the Green Bond Principles 2021, the Green Loan Principles 2021, the Sustainability-Linked Bond Principles 2020, and the

Sustainability-Linked Loan Principles 2021 and has been certified by Sustainalytics, a leading and global independent company

in Environmental, Social and Governance research and rating provider. In 2022, we issued our inaugural Sustainability-Linked

Senior Secured Notes under our SFF. For additional information on the issuance of these notes, see Financing Transactions

below.

Credit Facilities

The Credit Facilities are the Senior and Senior Secured Credit Facilities of certain subsidiaries of VodafoneZiggo. The

details of our borrowings under the Credit Facilities as of December 31, 2023 are summarized in the following table:

Credit Facility Maturity Interest rate

Facility

amount

(in

borrowing

currency)

(a)

Outstanding

principal

amount

Unused

borrowing

capacity

Carrying

value (b)

in millions

Senior Secured Facilities:

Facility H ......................

January 31, 2029 EURIBOR + 3.00% € 2,250.0 € 2,250.0 € — € 2,242.5

Facility I (c)

..................

April 30, 2028 SOFR + 2.50% $ 2,525.0 2,282.1 — 2,278.0

Revolving Facility G1

(d) ................................. January 31, 2026 (d) € 125.0 — 125.0 —

Revolving Facility G2

(d) ................................. September 30, 2029 (d) € 725.0 — 725.0 —

Total Senior Secured Facilities ................................................................................ 4,532.1 850.0 4,520.5

Senior Facilities:

Financing Facility (e) ... January 15, 2029 2.875% € 2.3 2.3 — 2.3

Total ......................................................................................................................... € 4,534.4 € 850.0 € 4,522.8

_______________

(a) Amounts represent total third-party facility amounts as of December 31, 2023.

(b) Amounts are net of unamortized premiums, discounts, and deferred financing costs, as applicable.

(d) On December 21, 2023, the original revolving facility was bifurcated into two facilities, namely Revolving Facility G1

and Revolving Facility G2 (collectively, the “Revolving Facilities”), of €125.0 million and €725.0 million with maturity

dates of January 31, 2026 and September 30, 2029, respectively. The Revolving Facilities bear interest at EURIBOR plus

2.75% (subject to a margin ratchet) and has a fee on unused commitments of 40% of such margin per year.

(e) Amounts represent borrowings that are owed to a non-consolidated special purpose financing entity that has issued notes

to finance the purchase of receivables due from our company to certain other third parties for amounts that we and our

subsidiaries have vendor financed. To the extent that the proceeds from these notes exceed the amount of vendor

financed receivables available to be purchased, the excess proceeds are used to fund this excess cash facility.

VODAFONEZIGGO GROUP B.V.

Notes to Consolidated Financial Statements — Continued

December 31, 2023, 2022 and 2021

Senior and Senior Secured Notes

The details of the outstanding Senior and Senior Secured Notes as of December 31, 2023 are summarized in the following

table:

Outstanding principal

amount

Senior and Senior Secured Notes Maturity

Interest

rate

Borrowing

currency

Euro

equivalent

Carrying

value (a)

in millions

2027 Senior Notes

................................................

January 15, 2027 6.000% $ 625.0 564.9 558.7

2030 Dollar Senior Secured Notes

......................

January 15, 2030 4.875% $ 991.0 895.7 902.0

2030 Euro Senior Secured Notes

........................

January 15, 2030 2.875% € 502.5 502.5 501.7

2030 Euro Senior Notes

......................................

February 28, 2030

3.375% € 900.0 900.0 896.5

2030 Dollar Senior Notes

.....................................

February 28, 2030

5.125% $ 500.0 451.9 449.1

2032 Dollar Senior Secured Notes

.......................

January 15, 2032

5.000% $ 1,525.0 1,378.3 1,370.9

2032 Euro Senior Secured Notes

.........................

January 15, 2032

3.500% € 750.0 750.0 746.1

Total

.................................................................................................................................................. € 5,443.3 € 5,425.0

_______________

(a) Amounts are net of unamortized premiums, discounts, fair value adjustments and deferred financing costs, as applicable.

All our notes are non-callable prior to the applicable Call Date presented in the table below. At any time prior to the

applicable Call Date, we may redeem some or all of the applicable notes by paying a “make-whole” premium, which is the

present value of all remaining scheduled interest payments to the applicable Call Date using the discount rate as of the redemption

date plus a premium (each as specified in the applicable indenture).

Senior and Senior Secured Notes Call Date

2027 Senior Notes

January 15, 2022

2030 Dollar Senior Secured Notes

October 15, 2024

2030 Euro Senior Secured Notes

October 15, 2024

2030 Euro Senior Notes

February 15, 2025

2030 Dollar Senior Notes

February 15, 2025

2032 Dollar Senior Secured Notes

January 15, 2027

2032 Euro Senior Secured Notes

January 15, 2027

VODAFONEZIGGO GROUP B.V.

Notes to Consolidated Financial Statements — Continued

December 31, 2023, 2022 and 2021

On or after the applicable Call Date, we may redeem some or all of these notes at the following redemption prices

(expressed as a percentage of the principal amount) plus accrued and unpaid interest and additional amounts (as specified in the

applicable indenture), if any, to the applicable redemption date, as set forth below:

2027 Senior

Notes

2030 Dollar

Senior

Secured

Notes

2030 Euro

Senior

Secured

Notes

2030 Euro

Senior

Notes

2030 Dollar

Senior

Notes

2032 Dollar

Senior

Secured

Notes (a)

2032 Euro

Senior

Secured

Notes (a)

12-month period commencing ....

January 15 October 15 October 15

February 15 February 15

January 15 January 15

2024

.........................................

101.000% 102.438% 101.438% N.A. N.A. N.A. N.A.

2025

.........................................

100.000% 101.219% 100.719% 101.688% 102.563% N.A. N.A.

2026

.........................................

100.000% 100.609% 100.359% 100.844% 101.281% N.A. N.A.

2027

.........................................

100.000% 100.000% 100.000% 100.422% 100.641% 102.500% 101.750%

2028

........................................

N.A. 100.000% 100.000% 100.000% 100.000% 101.250% 100.875%

2029

.........................................

N.A. 100.000% 100.000% 100.000% 100.000% 100.625% 100.438%

2030 and thereafter

..................

N.A. 100.000% 100.000% 100.000% 100.000% 100.000% 100.000%

(a) The redemption prices applicable to the 2032 Senior Secured Notes shall, subject to certain limitations, increase or

decrease by a maximum of 0.125% per annum depending on if we have achieved certain sustainability performance

targets.

Financing Transactions

Below we provide summary descriptions of certain financing transactions completed during 2023, 2022 and 2021. A

portion of our financing transactions may include non-cash borrowings and repayments. During the year ended December 31,

2023, 2022 and 2021, non-cash borrowings and repayments aggregated nil, €1,974.4 million and €173.0 million, respectively.

2023 Financing Transactions. In December 2023, we amended our Revolving Facility to provide for an additional €50.0

million of borrowing capacity and the Revolving Facility was split into two Revolving Facilities tranches (G1 and G2).

Revolving Facility G1 has a maximum borrowing capacity of €125.0 million and matures in 2026. Revolving Facility G2 has

a maximum borrowing capacity of €725.0 million and matures in 2029. This brings the total commitments under our

Revolving Credit Facilities to €850.0 million.

2022 Financing Transactions. In January 2022, we issued (i) $1,525.0 million (€1,347.5 million) principal amount of

5.0% sustainability-linked Senior Secured Notes (the 2032 Dollar Senior Secured Notes) at an issue price of 99.0% of par,

and (ii) €750.0 million principal amount of 3.5% sustainability-linked Senior Secured Notes (the 2032 Euro Senior Secured

Notes, and together with the 2032 Dollar Senior Secured Notes, the 2032 Senior Secured Notes) at an issue price of par,

each in accordance with our new SFF and maturing on January 15, 2032. From July 16, 2026 and thereafter, the interest rates

applicable to the 2032 Senior Secured Notes shall increase by a maximum of 0.25% per annum unless we have achieved

certain sustainability performance targets.

The net proceeds of the issuance of these notes have been used to (i) redeem in full the outstanding principal amount of

our 2027 Dollar Senior Secured Notes ($1,600.0 million) at a premium of 2.750% and (ii) redeem in full the outstanding

principal amount of our 2027 Euro Senior Secured Notes (€620.0 million) at a premium of 2.125%.

In connection with this transaction, we recognized a net loss on debt extinguishment of €71.1 million related to (i) the

payment of €52.0 million of redemption premiums and (ii) the write-off of fair value adjustments and unamortized deferred

financing costs of €19.1 million.

2021 Financing Transactions. In March 2021, pursuant to a private placement, we issued $200.0 million (€163.3

million) principal amount of 2030 Dollar Senior Secured Notes at an issue price of 104.25% of par. The net proceeds from

the issuance of these notes were used to redeem 10% of the original aggregate principal amount of our 2027 Dollar Senior

Secured Notes at a premium of 3%. In connection with this transaction, we recognized a net loss on debt extinguishment of

VODAFONEZIGGO GROUP B.V.

Notes to Consolidated Financial Statements — Continued

December 31, 2023, 2022 and 2021

€7.6 million related to (i) the payment of €5.0 million of redemption premiums and (ii) the write-off of €2.6 million of fair

value adjustments and unamortized deferred financing costs.

Maturities of Debt

The euro equivalents of the maturities of our debt as of December 31, 2023 are presented below:

Third-party

Related-

party Total

in millions

Year ending December 31:

2024 (a)

.................................................................................................................... € 1,006.6 € — € 1,006.6

2025 ......................................................................................................................... 40.5 — 40.5

2026 ......................................................................................................................... 129.8 — 129.8

2027 ......................................................................................................................... 564.9 — 564.9

2028 ......................................................................................................................... 2,282.1 — 2,282.1

Thereafter ................................................................................................................ 7,130.8 1,815.8 8,946.6

Total debt maturities .............................................................................................. 11,154.7 1,815.8 12,970.5

Premiums, discounts and deferred financing costs, net ............................................. (29.9) — (29.9)

Total debt ............................................................................................................... € 11,124.8 € 1,815.8 € 12,940.6

Current portion ........................................................................................................... € 1,006.6 € — € 1,006.6

Long-term portion ...................................................................................................... € 10,118.2 € 1,815.8 € 11,934.0

_______________

(a) Third-party amounts include vendor financing obligations of €999.6 million, as set forth below (in millions):

Year ending December 31:

2024 (1) ................................................................................................................................................... € 999.6

Current portion € 999.6

Long-term portion € —

(1) VZ Vendor Financing II B.V. (VZ Vendor Financing II), a third-party special purpose financing entity that

is not consolidated by VodafoneZiggo, has issued an aggregate €700.0 million in notes maturing in January

2029 (the Vendor Financing II Notes). The net proceeds from the Vendor Financing II Notes are used by

VZ Vendor Financing II to purchase from various third parties certain vendor-financed receivables owed by

our company. To the extent that the proceeds from the Vendor Financing II Notes exceed the amount of

vendor-financed receivables available to be purchased, the excess proceeds are used to fund the Financing

Facility. As additional vendor-financed receivables become available for purchase, VZ Vendor Financing II

can request that we repay any amounts made available under the Financing Facility.

VODAFONEZIGGO GROUP B.V.

Notes to Consolidated Financial Statements — Continued

December 31, 2023, 2022 and 2021

Vendor Financing Obligations

A reconciliation of the beginning and ending balances of our vendor financing obligations for the indicated periods is set

forth below:

2023

2022

in millions

Balance at January 1

............................................................................................................. € 999.5 € 999.7

Operating-related vendor financing additions ................................................................... 776.1 733.6

Capital-related vendor financing additions ........................................................................ 374.0 462.8

Principal payments on operating-related vendor financing ............................................... (738.8) (715.8)

Principal payments on capital-related vendor financing .................................................... (456.9) (532.4)

Other .................................................................................................................................. 45.7 51.6

Balance at December 31 ....................................................................................................... € 999.6 € 999.5

(9) Leases

General

We enter into operating and finance leases for network equipment, real estate, mobile site sharing and vehicles. We provide

residual value guarantees on certain of our vehicle leases.

Lease Balances

A summary of our ROU assets and lease liabilities is set forth below:

December 31,

2023

December 31,

2022

in millions

ROU assets:

Operating leases (a) ..............................................................................................................

€ 306.2 € 345.6

Finance leases (b)

................................................................................................................

24.7 15.7

Total ROU assets ................................................................................................................ € 330.9 € 361.3

Lease liabilities:

Operating leases (c)

..............................................................................................................

€ 301.6 € 346.3

Finance leases (d)

................................................................................................................

25.3 15.8

Total lease liabilities .......................................................................................................... € 326.9 € 362.1

_______________

(a) Our operating lease ROU assets are included in other assets, net, on our consolidated balance sheets. At December 31,

2023, the weighted average remaining lease term for operating leases was 6.7 years and the weighted average discount

rate was 4.2%. During 2023, 2022 and 2021, we recorded non-cash additions to our operating ROU assets of €27.2

million, €31.6 million and €30.5 million , respectively.

(b) Our finance lease ROU assets are included in property and equipment, net, on our consolidated balance sheets. At

December 31, 2023, the weighted average remaining lease term for finance leases was

3.9 years and the weighted

average discount rate was 4.2%. During 2023, 2022 and 2021, we recorded non-cash additions to our finance ROU assets

of €17.6 million, €4.6 million and €6.4 million, respectively.

VODAFONEZIGGO GROUP B.V.

Notes to Consolidated Financial Statements — Continued

December 31, 2023, 2022 and 2021

liabilities and other long-term liabilities, respectively, on our consolidated balance sheets.

(d) The current and long-term portions of our finance lease obligations are included within current portion of third-party debt

and finance lease obligations and long-term debt and finance lease obligations, respectively, on our consolidated balance

sheets.

A summary of our aggregate lease expense is set forth below:

Year ended December 31,

2023 2022 2021

in millions

Finance lease expense:

Depreciation and amortization .................................................................

€ 8.0 € 8.4 € 9.4

Interest expense

.......................................................................................

1.1 0.5 0.5

Total finance lease expense ................................................................... 9.1 8.9 9.9

Operating lease expense (a) ........................................................................ 80.0 79.2 83.3

Variable lease expense, net (b) ................................................................... 6.8 1.8 (1.0)

Total lease expense

.............................................................................

€ 95.9 € 89.9 € 92.2

_______________

(a) Our operating lease expense is included in other operating expenses and SG&A expenses in our consolidated statements

of operations.

(b) Variable lease expense represents payments made to a lessor during the lease term that vary because of a change in

circumstance that occurred after the lease commencement date. Variable lease payments are expensed as incurred and are

included in other operating expenses in our consolidated statements of operations.

A summary of our cash outflows from operating and finance leases is set forth below:

Year ended December 31,

2023 2022 2021

in millions

Cash paid for amounts included in the measurement of lease liabilities:

Operating cash outflows from operating leases ......................................

€ 82.3 € 85.5 € 84.6

Operating cash outflows from finance leases

.........................................

1.1 0.5 0.5

Financing cash outflows from finance leases

.........................................

8.2 8.2 9.0

Total cash outflows from operating and finance leases ........................ € 91.6 € 94.2 € 94.1

VODAFONEZIGGO GROUP B.V.

Notes to Consolidated Financial Statements — Continued

December 31, 2023, 2022 and 2021

Maturities of our operating and finance lease obligations as of December 31, 2023 are presented below. Amounts presented

below represent euro equivalents based on December 31, 2023, exchange rates:

Operating

leases

Finance

leases

in millions

Year ending December 31:

2024

.......................................................................................................................................... € 75.9 € 9.0

2025 .......................................................................................................................................... 58.6 6.8

2026 .......................................................................................................................................... 48.3 4.9

2027 .......................................................................................................................................... 40.5 4.0

2028 .......................................................................................................................................... 33.4 2.5

Thereafter ................................................................................................................................. 90.1 0.7

Total principal and interest payments .................................................................................... 346.8 27.9

Less: present value discount (45.2) (2.6)

Present value of net minimum lease payments ...................................................................... € 301.6 € 25.3

Current portion ............................................................................................................................ € 67.0 € 7.9

Long-term portion ....................................................................................................................... € 234.6 € 17.4

(10) Income Taxes

Our consolidated financial statements include the income taxes of VodafoneZiggo and its subsidiaries.

Components of income tax benefit (expense) consist of:

Year ended December 31,

2023 2022 2021

in millions

Current income tax expense

.................................................................................... € (85.8) € (148.7) € (61.8)

Deferred income tax benefit (expense) ................................................................... 182.5 (54.0) 0.7

Total income tax benefit (expense) ..................................................................... € 96.7 € (202.7) € (61.1)

Income tax benefit (expense) attributable to our result before income taxes differs from the amounts computed using the

Dutch income tax rate of 25.8% (2022: 25.8% and 2021: 25.0%) as a result of the following:

Year ended December 31,

2023 2022 2021

in millions

Computed "expected" tax benefit (expense)

......................................................... € 146.6 € (148.9) € 19.2

Enacted tax law and rate changes (a) .................................................................... — — (35.3)

Change in valuation allowances (b) ...................................................................... (48.9) (55.4) (42.4)

Non-deductible expenses ...................................................................................... (1.0) (0.4) (1.1)

Other, net ............................................................................................................... — 2.0 (1.5)

Total income tax benefit (expense) ................................................................... € 96.7 € (202.7) € (61.1)

VODAFONEZIGGO GROUP B.V.

Notes to Consolidated Financial Statements — Continued

December 31, 2023, 2022 and 2021

_______________

(a) On December 27, 2021, legislation was enacted in the Netherlands to increase the Dutch corporate income tax rate from

25.0% to 25.8% effective January 1, 2022. The impact of this rate change on our deferred tax balances was recorded

during the fourth quarter of 2021.

(b) As of January 1, 2022, the interest deduction is limited to 20% of fiscal EBITDA. This limits our ability to recover non-

deductible interest as well as losses on debt extinguishment; therefore, we have recorded a valuation allowance in respect

of these items.

The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax

liabilities are presented below:

December 31,

2023 2022

in millions

Deferred tax assets:

Debt and interest

......................................................................................................................... € 170.3 € 169.0

Other future deductible amounts ................................................................................................ 9.3 12.6

Deferred tax assets

..................................................................................................................

179.6 181.6

Valuation allowance (a) .............................................................................................................. (146.7) (97.8)

Deferred tax assets, net of valuation allowance

...................................................................

32.9 83.8

Deferred tax liabilities:

Intangible assets .......................................................................................................................... (785.7) (917.0)

Property and equipment, net ....................................................................................................... (163.6) (152.1)

Derivative instruments ................................................................................................................ (124.8) (237.7)

Other future taxable amounts ...................................................................................................... (3.4) (4.1)

Deferred tax liabilities

............................................................................................................

(1,077.5) (1,310.9)

Net deferred tax liabilities .................................................................................................... € (1,044.6) € (1,227.1)

_______________

(a) Our deferred income tax valuation allowance increased by €48.9 million in 2023. This increase reflects the impact of the

interest deduction limitation being reduced to 20% of fiscal EBITDA as of January 1, 2022.

To stimulate innovation in the Netherlands, Dutch income tax law includes a facility under which profits attributable to

qualifying innovative activities are taxed at a reduced tax rate of 9.0% (the Innovation Box Regime). We have entered into

discussions with the Dutch tax authority regarding the applicability of the Innovation Box Regime to VodafoneZiggo. As the

outcome of these discussions is pending, we have not accrued any potential tax benefits.

In December 2021, the Organization for Economic Co-Operation and Development (OECD)/G20 Inclusive Framework on

Base Erosion and Profit Shifting (BEPS) released Model Global Anti-Base Erosion (GLoBE) rules under Pillar Two. These

rules provide for the taxation of certain large multinational corporations at a minimum rate of 15%, calculated on a

jurisdictional basis. The Netherlands has enacted legislation to implement many aspects of the Pillar Two rules beginning on

January 1, 2024, with certain remaining impacts to be effective from January 1, 2025. We do not currently anticipate that Pillar

Two legislation will have a material impact on our consolidated financial statements considering that we anticipate our Pillar

Two effective tax rate to be higher than the minimum rate for the jurisdiction in which we operate.

VODAFONEZIGGO GROUP B.V.

Notes to Consolidated Financial Statements — Continued

December 31, 2023, 2022 and 2021

In the normal course of business, our income tax filings are subject to review by the Dutch tax authority. In connection

with such review, disputes could arise with the tax authority over the interpretation or application of certain income tax rules

related to our business. Such disputes may result in future tax and interest and penalty assessments by the tax authority. The

ultimate resolution of tax contingencies will take place upon the earlier of (i) the settlement date with the tax authority in either

cash or agreement of income tax positions or (ii) the date when the tax authority is statutorily prohibited from adjusting the

company’s tax computations. In this respect, tax filings for the years 2019 - 2022 are still open for examination by the Dutch

tax authority.

There were no material unrecognized tax benefits during 2023, 2022 or 2021.

(11) Related-party Transaction

Our related-party transactions for the periods are as follows:

Year ended December 31,

2023 2022 2021

in millions

Revenue

................................................................................................................ € 20.4 € 20.5 € 16.4

Programming and other direct costs of services .................................................... (61.2) (59.7) (29.8)

Selling, general and administrative recharges ....................................................... 8.3 10.4 15.6

Share-based compensation expense ....................................................................... — — (0.5)

Impairment, restructuring and other operating items, net ...................................... — 0.4 (1.5)

Charges for JV Services:

Charges from Liberty Global:

Operating (a) ..................................................................................................... (85.9) (89.9) (86.5)

Capital (b) .......................................................................................................... (16.3) (16.3) (16.3)

Total Liberty Global corporate charges .......................................................... (102.2) (106.2) (102.8)

Charges from Vodafone:

Operating (c) ..................................................................................................... (74.5) (78.1) (82.2)

Brand fees (d) .................................................................................................... (30.0) (30.0) (30.0)

Total Vodafone corporate charges .................................................................. (104.5) (108.1) (112.2)

Total charges for JV Services ..................................................................... (206.7) (214.3) (215.0)

Included in operating income ................................................................... (239.2) (242.7) (214.8)

Interest expense ..................................................................................................... (102.2) (102.2) (95.5)

Included in earnings (loss) before income taxes .................................................... € (341.4) € (344.9) € (310.3)

Property and equipment additions, net .................................................................. € 191.5 € 215.3 € 186.4

_______________

(a) Represents amounts charged for technology and other services, which are included in the calculation of the “EBITDA”

metric specified by our debt agreements (Covenant EBITDA).

(b) Represents amounts charged for capital expenditures made by Liberty Global related to assets that we use or will

otherwise benefit our company. These charges are not included in the calculation of Covenant EBITDA.

calculation of Covenant EBITDA.

(d) Represents amounts charged for our use of the Vodafone brand name. These charges are not included in the calculation

of Covenant EBITDA.

VODAFONEZIGGO GROUP B.V.

Notes to Consolidated Financial Statements — Continued

December 31, 2023, 2022 and 2021

Revenue. Amounts represent interconnect fees charged by us to certain subsidiaries of Vodafone.

Programming and other direct costs of services. Amounts represent interconnect fees charged to us by certain subsidiaries

of Vodafone.

Selling, general and administrative recharges. Amounts represent recharges for certain personnel services provided to

Vodafone and Liberty Global.

Charges for JV Services - Framework and Trade Mark Agreements

Pursuant to a framework and a trade name agreement (collectively, the JV Service Agreements), Liberty Global and

Vodafone charge us fees for certain services provided to us by the respective subsidiaries of the Shareholders (collectively, the

JV Services). The JV Services are provided to us on a transitional basis. Pursuant to the terms of the JV Service Agreements,

the JV Services can be terminated based on specified notice periods. The JV Services provided by the respective subsidiaries of

the Shareholders consist primarily of (i) technology and other services, (ii) capital-related expenditures for assets that we use or

otherwise benefit us, and (iii) brand name and procurement fees. The fees that Liberty Global and Vodafone charge us for the

JV Services, as set forth in the table above, include both fixed and usage-based fees. The JV Service Agreements are currently

under revision, including technical descriptions and commercial terms, and are expected to be finalized in the first half of 2024.

Whilst the revision of the agreement is ongoing, the current agreement has been extended to March 31, 2024.

Interest expense. Amounts relate to the Liberty Global Notes and the Vodafone Notes, as defined and described below.

Property and equipment additions, net. These amounts, which are cash settled, represent customer premises and network-

related equipment acquired from certain Liberty Global and Vodafone subsidiaries, which subsidiaries centrally procure

equipment on behalf of our company.

The following table provides details of our related-party balances:

December 31,

2023 2022

in millions

Assets:

Related-party receivables (a)

...................................................................................................... € 23.0 € 47.4

Liabilities:

Accounts payable (b) .................................................................................................................. 150.9 150.8

Accrued and other current liabilities (b) ..................................................................................... 4.4 15.7

Debt (c):

Liberty Global Notes ............................................................................................................... 907.9 907.9

Vodafone Notes ....................................................................................................................... 907.9 907.9

Other long-term liabilities (d) ..................................................................................................... 2.0 2.2

Total liabilities ..................................................................................................................... € 1,973.1 € 1,984.5

_______________

(a) Represents non-interest bearing receivables from certain Liberty Global and Vodafone subsidiaries.

(b) Represents non-interest bearing payables, accrued capital expenditures and other accrued liabilities related to transactions

with certain Liberty Global and Vodafone subsidiaries that are cash settled.

VODAFONEZIGGO GROUP B.V.

Notes to Consolidated Financial Statements — Continued

December 31, 2023, 2022 and 2021

(d) Represents operating lease liabilities related to Vodafone.

Related-party Debt

Liberty Global Notes

The Liberty Global Notes comprise (i) a euro-denominated note payable to a subsidiary of Liberty Global with a principal

amount of €700.0 million at December 31, 2023 (the Liberty Global Note Payable I) and (ii) a euro-denominated note payable

to a subsidiary of Liberty Global entered into during the third quarter of 2020 with a principal amount of €207.9 million at

December 31, 2023 (the Liberty Global Note Payable II, and, together with the Liberty Global Note Payable I, the Liberty

Global Notes Payable), out of which, €103.9 million was drawn during July 2021, to fund the final installment of spectrum

license fees due to the Dutch government. The Liberty Global Notes Payable each bear interest at a fixed rate of 5.55% and

have a final maturity date of December 31, 2030. During the year ended December 31, 2023, interest accrued on the Liberty

Global Notes Payable was €51

.1 million, all of which has been cash settled.

Vodafone Notes

The Vodafone Notes comprise (i) a euro-denominated note payable to a subsidiary of Vodafone with a principal amount of

€700.0 million at December 31, 2023 (the Vodafone Note Payable I) and (ii) a euro-denominated note payable to a subsidiary

of Vodafone entered into during the third quarter of 2020 with a principal amount of €207.9 million at December 31, 2023 (the

Vodafone Note Payable II, and, together with the Vodafone Note Payable I, the Vodafone Notes Payable), out of which,

€103.9 million was drawn during July 2021, to fund the final installment of spectrum license fees due to the Dutch government.

The Vodafone Notes Payable each bear interest at a fixed rate of 5.55% and have a final maturity date of December 31, 2030.

During the year ended December 31, 2023, interest accrued on the Vodafone Notes Payable was €51.1 million, all of which has

been cash settled.

Shareholders Agreement

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

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. Furthermore, each Shareholder has the right to initiate an

initial public offering (IPO) of the VodafoneZiggo JV with the opportunity for the other Shareholder to sell shares in the IPO

on a pro rata basis. As of January 1, 2021, each Shareholder has the right to initiate a sale of all of its interest in the

VodafoneZiggo JV to a third party and, under certain circumstances, initiate a sale of the entire VodafoneZiggo JV, subject, in

each case, to a right of first offer in favor of the other Shareholder.

The Shareholders Agreement also provides (i) for a dividend policy that requires the VodafoneZiggo JV to distribute all

unrestricted cash to the Shareholders as soon as reasonably practicable following each three month period (subject to the

VodafoneZiggo JV maintaining a minimum amount of cash and complying with the terms of financing arrangements of its

subsidiaries) and (ii) that the VodafoneZiggo JV will be managed with a leverage ratio of between 4.5 and 5.0 times Covenant

EBITDA (as calculated pursuant to existing financing arrangements of its subsidiaries) with the VodafoneZiggo JV undertaking

periodic recapitalizations and/or refinancings accordingly.

In accordance with the dividend policy prescribed in the Shareholders Agreement, VodafoneZiggo made total distributions

of €200.0 million, €500.0 million and €530.0 million during 2023, 2022 and 2021, respectively, to VodafoneZiggo Group

Holding who ultimately distributed 50% of these amounts to each of Liberty Global and Vodafone. The distributions are

reflected as a decrease to owner’s equity in our consolidated statements of owner’s equity.

VODAFONEZIGGO GROUP B.V.

Notes to Consolidated Financial Statements — Continued

December 31, 2023, 2022 and 2021

(12) Commitments and Contingencies

Commitments

As further described in note 11, we have commitments related to the JV Service Agreements. Additionally, in the normal

course of business, we have entered into agreements that commit our company to make cash payments in future periods with

respect to programming contracts, purchases of customer premises and other equipment and services and other items. The

following table sets forth these commitments as of December 31, 2023. The commitments included in this table do not reflect

any liabilities that are included in our December 31, 2023 consolidated balance sheet.

Payments due during:

2024 2025 2026 2027 2028 Thereafter Total

in millions

Programming commitments ..........................

€ 142.9 € 96.3 € 53.2 € 32.0 € 14.1 € — € 338.5

Purchase commitments

.................................

275.1 18.7 4.4 1.0 — — 299.2

JV Service Agreements (a)

...........................

107.9 31.9 31.9 30.5 30.0 — 232.2

Other commitments

.....................................

28.5 18.7 10.3 9.8 9.5 24.0 100.8

Total

........................................................

€ 554.4 € 165.6 € 99.8 € 73.3 € 53.6 € 24.0 € 970.7

_______________

(a) Amounts represent fixed minimum charges from Liberty Global and Vodafone pursuant to the JV Service Agreements.

In addition to the fixed minimum charges, the JV Service Agreements provide for certain JV Services to be charged to us

based upon usage of the services received. The fixed minimum charges set forth in the table above exclude fees for the

usage-based services as these fees will vary from period to period. Accordingly, we expect to incur charges in addition to

those set forth in the table above for usage-based services. The JV Service Agreements are currently under revision,

including technical descriptions and commercial terms, and are expected to be finalized in the first half of 2024. Whilst

the revision of the agreement is ongoing, the current agreement has been extended to March 31, 2024. For additional

information regarding fees related to the JV Service Agreements, see note 11.

Programming commitments consist of obligations associated with certain of our programming contracts that are

enforceable and legally binding on us as we have agreed to pay minimum fees without regard to (i) the actual number of

subscribers to the programming services or (ii) whether we terminate service to a portion of our subscribers or dispose of a

portion of our distribution systems. In addition, programming commitments do not include increases in future periods

associated with contractual inflation or other price adjustments that are not fixed. Accordingly, the amounts reflected in the

above table with respect to these contracts are significantly less than the amounts we expect to pay in these periods under these

contracts. Historically, payments to programming vendors have represented a significant portion of our operating costs, and we

expect that this will continue to be the case in future periods. In this regard, during 2023, 2022 and 2021 the programming and

Purchase commitments include unconditional and legally binding obligations related to the purchase of customer premises

equipment (CPE), other equipment and mobile handsets.

Other commitments primarily include sponsorships and certain fixed minimum contractual commitments. In addition to the

commitments set forth in the table above, we have commitments under (i) derivative instruments and (ii) multi-employer

defined benefit plans, pursuant to which we expect to make payments in future periods. For information regarding our

derivative instruments, including the net cash paid or received in connection with these instruments during 2023, see note 4.

We provide retirement benefits to our subsidiaries’ employees via multiemployer benefit plans and a defined contribution

plan. The aggregate expense of our matching contributions under the various multiemployer benefit plans was €25.2 million,

€28.8 million and €30.4 million during 2023, 2022 and 2021, respectively. The aggregate expense of our matching

contributions under the defined contribution plan was €22.4 million, €20.0 million and €19.2 million during 2023, 2022 and

2021, respectively.

VODAFONEZIGGO GROUP B.V.

Notes to Consolidated Financial Statements — Continued

December 31, 2023, 2022 and 2021

Guarantees and Other Credit Enhancements

In the ordinary course of business, we may provide (i) indemnifications to our lenders, our vendors and certain other parties

and (ii) performance and/or financial guarantees to local municipalities, our customers and vendors. Historically, these

arrangements have not resulted in our company making any material payments and we do not believe that they will result in

material payments in the future.

Regulations and Contingencies

Spectrum auction. The Dutch Government is planning to auction 300 MHz in the 3.5 GHz band for mobile services. This

auction has been delayed as a result of court rulings regarding the protection of satellite services and is currently expected to

take place in Q2 or Q3 2024. Further delays are possible.

VAT. Our application of VAT with respect to certain mobile revenue generating activities has been challenged by the Dutch

tax authorities in two different court cases. The Dutch tax authorities challenged the multipurpose character of certain mobile

subscriptions that we entered into during 2017 and 2018. The initial verdict in both cases was in favor of the tax authorities. We

appealed these decisions to the higher court and the hearing of both cases was held in February 2023. In May 2023, the higher

court ruled in favor of the Dutch tax authorities in both cases. Accordingly, in 2023, we recorded a provision for litigation of

€33.4 million and related interest expense of €2.5 million. We have filed an appeal in cassation and the timing of the final

outcome remains uncertain.

Other regulatory matters. Broadband internet, video distribution, fixed-line telephony, mobile and content businesses are

subject to significant regulation and supervision by various regulatory bodies in the Netherlands, including Dutch and European

Union (E.U.) authorities. Adverse regulatory developments could subject our business to a number of risks. Regulation,

including conditions imposed on us by competition or other authorities as a requirement to close acquisitions or dispositions,

could limit growth, revenue and the number and types of services offered and could lead to increased operating costs and

property and equipment additions. In addition, regulation may restrict our operations and subject them to further competitive

pressure, including pricing restrictions, interconnect and other access obligations, and restrictions or controls on content,

including content provided by third parties. Failure to comply with current or future regulation could expose our business to

various penalties.

In addition to the foregoing items, we have contingent liabilities related to matters arising in the ordinary course of

business, including (i) legal proceedings, (ii) issues involving VAT and wage, property, withholding and other tax issues and

(iii) disputes over interconnection, programming, copyright and channel carriage fees. While we generally expect that the

amounts required to satisfy these contingencies will not materially differ from any estimated amounts we have accrued, no

assurance can be given that the resolution of one or more of these contingencies will not result in a material impact on our

results of operations, cash flows or financial position in any given period. Due, in general, to the complexity of the issues

involved and, in certain cases, the lack of a clear basis for predicting outcomes, we cannot provide a meaningful range of

potential losses or cash outflows that might result from any unfavorable outcomes.

VODAFONEZIGGO GROUP B.V.

Notes to Consolidated Financial Statements — Continued

December 31, 2023, 2022 and 2021

(13) Segment Reporting

We have one reportable segment that provides fixed, mobile and integrated communication and entertainment services to

consumers and businesses in the Netherlands.

Our revenue by major category is set forth below:

Year ended December 31,

2023 2022 2021

in millions

Consumer fixed revenue (a):

Subscription revenue ........................................................................................

€ 1,997.7 € 2,023.3 € 2,076.8

Non-subscription revenue

.................................................................................

12.0 13.0 25.1

Total consumer fixed revenue

........................................................................

2,009.7 2,036.3 2,101.9

Consumer mobile revenue (b):

Subscription revenue

........................................................................................

707.4 673.7 644.2

Non-subscription revenue

.................................................................................

263.6 236.7 247.9

Total consumer mobile revenue

.....................................................................

971.0 910.4 892.1

Total consumer revenue .............................................................................. 2,980.7 2,946.7 2,994.0

B2B fixed revenue (c):

Subscription revenue

........................................................................................

549.5 528.8 516.9

Non-subscription revenue

.................................................................................

12.0 11.7 13.5

Total B2B fixed revenue

................................................................................

561.5 540.5 530.4

B2B mobile revenue (d):

Subscription revenue

........................................................................................

397.3 392.0 364.8

Non-subscription revenue

.................................................................................

146.7 151.7 130.2

Total B2B mobile revenue

..............................................................................

544.0 543.7 495.0

Total B2B revenue ...................................................................................... 1,105.5 1,084.2 1,025.4

Other revenue (e)

..................................................................................................

28.5 34.7 57.5

Total

..............................................................................................................

€ 4,114.7 € 4,065.6 € 4,076.9

_______________

(a) Consumer fixed revenue is classified as either subscription revenue or non-subscription revenue. Consumer fixed

subscription revenue includes revenue from subscribers for ongoing broadband internet, video and fixed-line telephony

services offered to residential customers and the amortization of installation fee. Consumer fixed non-subscription

revenue includes, among other items, interconnect, channel carriage fees, late fees and revenue from the sale of

equipment. Subscription revenue from subscribers who purchase bundled services at a discounted rate is generally

allocated proportionally to each service based on the stand-alone price for each individual service. As a result, changes in

the stand-alone pricing of our fixed and mobile products or the composition of bundles can contribute to changes in our

product revenue categories from period to period.

(b) Consumer mobile revenue is classified as either subscription revenue or non-subscription revenue. Consumer mobile

subscription revenue includes revenue from ongoing mobile and data services offered under postpaid and prepaid

arrangements to residential customers. Consumer mobile non-subscription revenue includes, among other items,

interconnect revenue, mobile handset and accessories sales, and late fees.

revenue includes revenue from business broadband internet, video, fixed-line telephony and data services, offered to

Small or Home Office (SOHO) customers and small and medium to large enterprises. B2B fixed non-subscription

revenue includes, among other items, revenue from hosting services, installation fees, carriage fees and interconnect.

VODAFONEZIGGO GROUP B.V.

Notes to Consolidated Financial Statements — Continued

December 31, 2023, 2022 and 2021

(d) B2B mobile revenue is classified as either subscription revenue or non-subscription revenue. B2B mobile subscription

revenue includes revenue from ongoing mobile and data services offered to SOHO, small and medium to large enterprise

customers as well as wholesale customers. B2B mobile non-subscription revenue includes, among other items,

interconnect (including visitor) revenue, mobile handset and accessories sales, site sharing revenue and late fees.

(e) Other revenue includes, among other items, programming and advertising.

VODAFONEZIGGO GROUP B.V.

Notes to Consolidated Financial Statements — Continued

December 31, 2023, 2022 and 2021