Ziggo N.V. Q2 2014 Results 17 July 2014 Disclaimer This document does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States or any other jurisdiction. Various statements contained in this document constitute “forward-looking statements” as that term is defined by U.S. federal securities laws. Words like “aim”, “anticipate”, “believe”, “continue”, “could”, “estimate”, “expect”, “intend”, “may”, “plan”, “potential”, “predict”, “project”, “should”, and “will” and similar words identify these forward-looking statements. By their nature, forward-looking statements are subject to numerous assumptions, risks and uncertainties. Many of these assumptions, risks and uncertainties are beyond our control. Accordingly, actual results may differ materially from those expressed or implied by the forward-looking statements. Such forward-looking statements are based on numerous assumptions regarding our present and future business strategies and the environment in which we operate. The following include some but not all of the factors that could cause actual results or events to differ materially from those anticipated results or events: general economic trends and trends in the information, communications and entertainment industries; the competitive environment in which we operate; fluctuations in interest rates; consumer disposable income and spending levels, including the availability and amount of individual consumer credit; changes in consumer television viewing, broadband internet and telephony preferences and habits; consumer acceptance of existing service offerings, including our standard TV, digital pay TV, broadband internet and telephony services; consumer acceptance of new technology, programming alternatives and broadband internet services that we may offer; our ability to manage rapid technological changes; our ability to maintain or increase the number of subscriptions to our standard TV, digital pay TV, broadband internet and telephony services and our average monthly revenue per user; our ability to handle network and IT disruptions and to handle large volumes of customer service contacts; our ability to maintain or increase rates to our subscribers or to pass through increased costs to our subscribers; the outcome of any pending or threatened litigation; changes in, or failure or inability to comply with, government regulations in the Netherlands and adverse outcomes from regulatory proceedings; government intervention that opens our distribution network to competitors; uncertainties inherent in the development and integration of new business strategies; capital spending for the acquisition and/or development of telecommunications networks and services; the availability of attractive programming for our digital TV services at reasonable costs; the loss of key employees and the availability of qualified personnel; and events that are outside of our control, such as terrorist attacks, natural disasters or other events that may damage our network. We caution readers not to place undue reliance on the forward-looking statements contained herein, which speak only as of the date of this document, 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. 1 Highlights Q2 • Growth in internet, mobile and business bundles and price increase lead to solid revenue growth – Broadband internet net adds of +25k in Q2 (7.7% growth y-o-y) – Mobile net adds of +21k in Q2 to reach a total of 84k – Price increase for main consumer products by €1 • Revised telephony rate plan supports growth - Flat fee bundles covering calls to Dutch landlines and mobile numbers (subscriptions up by over 130k since announcement) • Strong growth in 2p offsets lower growth in 3p, supported by improved service offering – Further roll-out of popular WifiSpots with over 1.2 million modems activated end of Q2 – Increase of internet speeds for all bundles (up to 180Mb/s) – Introduction of Ziggo Bapp offering high quality calls over Wi-Fi • Investment in retention program successful, customer churn continues to decline – Blended churn in Q2 was 7.6%, down from 9.5% in Q2 2013 and down from 8.6% in previous quarter – Churn for Standard TV hit lowest level in many years • Continued organic revenue growth for B2B of 11.9% y-o-y – Business bundles for SoHo and SME continues to drive growth with net adds of 3.1k in Q2 • New developments with Ziggo Mobile – Introduction of new SIM-Only low price bundle of € 7.50 – Handsets offering in combination with subscriptions in partnership with the Phone House 2 Financial Highlights Q2 • Revenue up 3.4% y-o-y to €405.1 million – Up 4.5% y-o-y adjusted for Esprit Telecom and excluding ‘other revenue’ – Consumer back to growth with 3.7% y-o-y – Revenue growth of 20.8% y-o-y including Esprit Telecom and 11.9% on a like for like basis • Adjusted EBITDA €225.8 million, up 2.2% y-o-y – Adjusted for Esprit Telecom, up 1.9% y-o-y • Net loss of €29.5 million from €88.9 million net profit in Q2 2013 due to – Fair value losses on hedges of €125.5 million – Amortization of customer relationships of €30.0 million – Adjusted for these non-cash items net profit would have increased by 7.1% • Net debt amounts to €3.2 billion – Stable compared to year-end 2013 • Leverage ratio of 3.62x – Up from 3.50x at year-end 2013 – Increase caused by negative value effect of hedges 3 Consumer Continuous growth in 2p internet and All-in-1 Bundle Consumer RGUs (‘000) Internet subscribers (‘000) +1.1% Telephony Internet Digital pay TV Analog and digital TV +6.8% 6,846 6,923 1,516 1,577 1,831 1,788 1,911 848 803 2,236 2,273 Analog TV only 458 Q2 2013 1,911 1,889 1,855 1,788 359 Q2 13 Q2 2014 • Increase in total consumer RGUs by 78k y-o-y – Down 27k in Q2 • Telephony RGUs up 61k or 4.1% y-o-y • Internet subscribers up 122k or 6.8% y-o-y – Up 22K in Q2 ● Digital pay TV RGUs down 45k or -5.3% y-o-y – Down 34k in Q2 • Continued decline churn Standard TV - Down 12k in Q2 versus 36k in Q2 2013 Q3 13 Q4 13 Q1 14 Q2 14 • 2P+3P subscribers up 119k or 6.5% y-o-y – All-in-1 penetration of 56.1% of consumer customer base* – TV Only declined from 31.5% to 25.4% Subscribers ‘000 Q2 2013 Q2 2014 Change TV only 848 668 -180 2P (TV + internet) 330 388 58 57 54 -3 3P (incl. non-bundle) 1,459 1,523 64 Total 2,694 2,633 -61 2P (TV + telephony) * Excludes 37k customers serviced over cable networks owned by 3 rd parties 4 Revenues Continued growth of dual- and triple play and increase of ARPU Revenue by product (€m) Out of home Other B2B Telephony Internet Digital pay TV Standard TV 392 35 391 10 38 Blended and All-in-1 ARPU1 (€) +3.4% 7 394 41 5 Telephony usage 394 4 41 2 405 3 3 42 77 81 118 120 125 41 41 41 41 113 111 110 110 109 Q2 13 Q3 13 Q4 13 Q1 14 Q2 14 77 77 79 115 117 42 ~69 • Main drivers for y-o-y revenue and ARPU growth were: +6.6% 41.98 Digital pay TV 44.74 All-in-1 Q2 13 Q2 2014 All-in-1 + usage Q2 142 • Y-o-y increase in blended ARPU2 of 6.6% • Q2 ARPU growth driven by: – Continued growth in internet and telephony usage following revised rate plan per April 1 – Further penetration of dual and triple play bundles – Revenue contribution from Ziggo Mobile – ARPU growth for digital pay TV – General price increase consumer products as from April 1 • Y-o-y revenue growth offset by: – Churn among lower ARPU TV-only customers – Slight increase of ARPU for telephony usage – Price increase as per April 1 – Lower RGUs for Standard TV – Revenue decline from digital pay TV (2.8%) • B2B contributes in Q2 to 10.4% of total revenues – (Q1 2012: 6.6%) 1. 2. RGUs and ARPU exclude 25k digital pay RGUs, 50k internet RGUs and 40k telephony RGUs serviced over cable networks owned by 3 rd parties All-in-1 ARPU + digital pay TV ARPU + telephony usage ARPU 5 COGS and Gross Margin Increasing Gross Margin COGS1 (€m) • COGS adj. for Esprit down 7.4% due to lower costs for STB offset by deferred tablet costs % Gross margin 80.7 82.1 75.8 70.1 81.7 72.2 81.9 71.3 82.2 72.2 • Gross margin adj. for Esprit increased to 82.5% from 80.7% in Q2 2013 • The gross margin of Esprit is dilutive to the total gross margin (34.2% for Esprit Telecom) • Improved gross margins on internet, telephony and B2B (adj. for Esprit Telecom) • Negative margin contribution on STBs reduced as more STBs capitalized instead of expensed Q2 13 1. Q3 13 Q4 13 Q1 14 Q2 14 Cost of goods sold includes the costs for purchases of materials and services directly related to revenues and consists of author rights, signal costs and royalties that we pay to procure our content, interconnection fees that we pay to other network operators, materials and logistics costs relating to the sale of set-top boxes and materials used to connect customers to our network 6 OPEX Increased investments in M&S and customer services Change in OPEX1 (€m) 2 • M&S up 10.3% driven by +16.7% 107.2 1.9 1.3 4.4 95.1 – Sales and advertising campaigns Ziggo Mobile • Opex excluding M&S up 12.4% y-o-y – 21.5% of revenues versus 19.6% in Q2 2013 • Personnel up 7.9% y-o-y 3.8 – Impacted by release of accrued bonuses in Q2 2013 of 0.7 €1.5m – Number of employees flat – Increase in total headcount of 9.7% fully related to our investment program – Offset by increase in capitalized personnel costs • Contracted work up 33.6% y-o-y – Higher costs for external call centers – Call volumes rose by over 36% compared to Q2 2013 • Office expenses up 9.6% y-o-y Q2 2013 1. 2. Esprit Personnel Contr. Marketing Office Q2 2014 work & Sales expense & Other – Due to increased housing and energy costs for two newly rented datacenters Opex comparison excludes non-recurring cost of €1.7m Adjusted for Esprit Telecom 7 Adjusted EBITDA Impacted by higher M&S and cost for customer services Adjusted EBITDA1 (€m) As a % of revenues 56.4 221.0 56.4 220.4 56.5 222.8 Q2 2014 54.0 55.7 • Adjusted EBITDA of €225.8m, up 2.2% compared to Q2 2013 225.8 213.1 • Adj. for Esprit Telecom, Adjusted EBITDA up 1.9% as a result of – Revenue growth and lower COGS – Party offset by increase in operating expenses of 12.0% driven by the cost increase of marketing & sales and customer services • Adjusted EBITDA margin is 55.7% – Adj. for Esprit, Adjusted EBITDA margin is 56.0% versus 56.4% in Q2 2013 due to higher Opex Q2 13 1. Q3 13 Q4 13 Q1 2014 Q2 2014 • EBITDA of €224.1m includes €1.7m of nonrecurring costs related to advisory costs in connection with intended acquisition of Liberty Global Adjusted EBITDA does not include expenses related to the intended offer 8 Financial Income & Expenses Increase in financing costs due to fair value losses on hedges Net financial expense (€m) 174 Q2 2014 • Interest expense down €4.1m or 8.3% to €45.0m – Excluding borrowing costs, interest expenses decreased by 8.9% – Average debt €200m higher compared to Q2 2013 – Blended interest rate is 6.0% versus 7.0% in Q2 2013 126 • Fair value loss of €125.5m compared to a €10.3m gain in Q2 2013 due to – Substantial decrease in interest rates 42 2 1 2 2 49 45 – Due to refinancing in February • Banking and financing fees up €1.2m to €2.0m -10 Q2 2013 • Amortization of funding costs down €0.4m to €1.9m Q2 2014 – Mainly due to commitment fees related to our revolving credit facility Fair value results on derivative financial instruments Amortization funding costs Bank & financing fees Interest on bank debt and notes 9 CAPEX Increased Capex across all segments Capex1 (€m) Capex mix, Q2 2014 (%) +23.3% 100% = €98.0m 98.0 79.5 21.3 Customer installations 36.9 Network growth 39.8 Maintenance & other 13.5 34.9 31.2 Q2 2013 Customer installations Q2 2014 22% 41% Maintenance & other 38% Network growth Q2 2014 • Capital expenditure of €98.0m, increase of 23.3% y-o-y • Increase by €7.8m y-o-y in Capex for customer equipment resulting from capitalization of STBs (€7.3m) • Increase of €2.1m y-o-y in Capex for network growth – New build • Maintenance and ‘Other Capex’ increased to €39.8m vs. €31.2m in Q2 2013 – Capitalized hours and contracted work increased by over €6.4m for replacement business support systems and new video platform – Upgrade of office automation and equipment and data centres 1. Our capital expenditure and investments relate primarily to extending, upgrading and maintaining our network, installation of new customers and the cost of cable modems. Capital expenditure also includes increases in intangible assets, primarily expenditures on software, which we capitalize. Set-top boxes are sold to customers and therefore recognized as cost of goods sold and not capitalized 10 Free Cash Flow Higher FCF due to increase in cash flow from operating activities Free Cash Flow (€m) % change • Free Cash Flow up 18.1% y-o-y to €112.3m mainly due to Q2 2013 Q2 2014 221.0 224.1 1.4% – Improvement of EBITDA of €3.1m -3.4 -1.0 -70.0% – 0.0 -2.4 100.0% Increase in cash flow from operating activities of €20.4m y-o-y mainly due to lower cash outflow from change in working capital of €17.3m Change in net working capital – -25.3 -7.9 -68.5% Offset by an increase of Capital expenditures of €18.5m Capex -79.5 -98.0 23.3% – In Q2 2013 Esprit Telecom acquired for €15.2m Acquisition -15.2 0.0 -100% -2.6 -2.5 -3.5% 0.0 0.0 0.0% 95.0 112.3 18.1% Free Cash Flow as a % of revenues 24.2% 27.7% Capex as a % of revenues 20.3% 24.2% EBITDA Movement in provisions Corporate income tax Funding Joint Ventures Other cash used in investing activities Free Cash Flow 11 Net Debt Leverage ratio in line with year-end 2013 Total Net Debt / Adj. EBITDA1 3.87 3.42 3.50 Adj. EBITDA / Interest 3.62 4.04 4.56 4.41 2013 Q2 2014 3.14 2011 2012 2013 Q2 2014 Net Senior Secured Debt / Adj. EBITDA1 2.42 2011 2.05 2.14 2.25 2012 2013 Q2 14 2011 2012 (Adj. EBITDA – Capex) / Interest2 2.76 2.80 2012 2013 2.20 2011 2.47 Q2 2014 1. As of 2012, the MtM value of the derivatives and the accrued interest are included in the debt 2. Capex excludes Capex related to the integration of Ziggo’s predecessors 3. Ratios are at Year-end unless otherwise indicated 12 Management Agenda & Outlook 2014 Management Agenda Outlook 2014 • Further investments in marketing, retention campaigns and Ziggo Mobile • Continued focus on the top-line • Continued build-out of “Ziggo WifiSpots” • Extend and build upon of mobile offering • EBITDA: Flat compared to FY 2013 • Capex: around €370 million – Capitalization of set-top boxes following a 12/24 months contract • Execution of development roadmap – Investment Program for the development of new products and systems • Cost control & discipline – Increase in network capacity (mainly additional network segmentation), to accommodate increased internet video traffic • In connection with the public offer from Liberty Global, Ziggo will host an Extraordinary General Meeting of shareholders (EGM) on August 26, 2014. Documentation regarding the EGM is available on the company website 13