Liberty Global : Virgin Media Consolidated Financial Statements - December 31, 2018

Consolidated Financial Statements

December 31, 2018

VIRGIN MEDIA INC. 1550 Wewatta Street, Suite 1000

Denver, Colorado 80202

United States

VIRGIN MEDIA INC. TABLE OF CONTENTS

Page
Number
Part I:
Forward-looking Statements ......................................................................................................................................	I - 1
Business .....................................................................................................................................................................	I - 3
Management ...............................................................................................................................................................	I - 21
Principal Shareholder .................................................................................................................................................	I - 23
Risk Factors ...............................................................................................................................................................	I - 24
Part II:
Independent Auditors' Report ....................................................................................................................................	II - 1
Consolidated Balance Sheets as of December 31, 2018 and 2017 ............................................................................	II - 3
Consolidated Statements of Operations for the Years Ended December 31, 2018, 2017 and 2016 ..........................	II - 5
Consolidated Statements of Comprehensive Loss for the Years Ended December 31, 2018, 2017 and 2016 ..........	II - 6
Consolidated Statements of Owner's Equity for the Years Ended December 31, 2018, 2017 and 2016 ...................	II - 7
Consolidated Statements of Cash Flows for the Years Ended December 31, 2018, 2017 and 2016 .........................	II - 10
Notes to Consolidated Financial Statements ..............................................................................................................	II - 12
Management's Discussion and Analysis of Financial Condition and Results of Operations ....................................	II - 63
Quantitative and Qualitative Disclosures about Market Risk ....................................................................................	II - 86

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 Item 1. Business, Item 1A. Risk Factors, Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations and Item 7A. Quantitative and Qualitative Disclosures About Market Risk may contain forward-looking statements, including statements regarding our business, product, foreign currency and finance strategies in 2019, subscriber growth and retention rates, competitive, regulatory and economic factors, the timing and impacts of proposed transactions, the maturity of our markets, the anticipated impacts of new legislation (or changes to existing rules and regulations), anticipated changes in our revenue, costs or growth rates, our liquidity, credit risks, foreign currency risks, target leverage levels, our future projected contractual commitments and cash flows and other information and statements that are not historical fact.

Where, in any forward-looking statement, we express an expectation or belief as to future results or events, such expectation or belief is expressed in good faith and believed to have a reasonable basis, but there can be no assurance that the expectation or belief will result or be achieved or accomplished.

In evaluating these statements, you should consider the risks and uncertainties discussed under Item 1A. Risk Factors and Item 7A. Quantitative and Qualitative Disclosures About Market Risk, as well as the following list of 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 countries in which we operate;

• • the competitive environment in the cable television, broadband and telecommunications industries in the United Kingdom (U.K.) and Ireland, including competitor responses to our products and services;

• • fluctuations in currency exchange rates and interest rates;

• • instability in global financial markets, including sovereign debt issues in the European Union (E.U.) and related fiscal reforms;

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

• • changes in consumer television viewing preferences and habits;

• • consumer acceptance of our existing service offerings, including our cable television, broadband internet, fixed-line telephony, mobile and business service offerings, and of new technology, programming alternatives and other products and services that we may offer in the future;

• • our ability to manage rapid technological changes;

• • our ability to maintain or increase the number of subscriptions to our cable television, broadband internet, 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;

• • 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, government regulations in the countries in which we operate and adverse outcomes from regulatory proceedings;

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• • government intervention that impairs our competitive position, including any intervention that would open our broadband distribution networks to competitors and any adverse change in our accreditations or licenses;

• • our ability to obtain regulatory approval and satisfy other conditions necessary to close acquisitions and dispositions, and the impact of conditions imposed by competition and other regulatory authorities in connection with acquisitions;

• • our ability to successfully acquire new businesses and, if acquired, to integrate, realize anticipated efficiencies from, and implement our business plan with respect to, the businesses we have acquired or that we expect to acquire;

• • changes in laws or treaties relating to taxation, or the interpretation thereof, in the countries in which we operate;

• • changes in laws and government regulations that may impact the availability and cost of capital and the derivative instruments that hedge certain of our financial risks;

• • the ability of suppliers and vendors (including our third-party wireless network providers under our mobile virtual network operator (MVNO) arrangements) 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;

• • uncertainties inherent in the development and integration of new business lines and business strategies;

• • our ability to adequately forecast and plan future network requirements, including the costs and benefits associated with the network extension program in the U.K. and Ireland (the Network Extension);

• • the availability of capital for the acquisition and/or development of telecommunications networks and services;

• • problems we may discover post-closing with the operations, including the internal controls and financial reporting process, of businesses we acquire;

• • the leakage of sensitive customer data;

• • the outcome of any pending or threatened litigation;

• • the loss of key employees and the availability of qualified personnel;

• • changes in the nature of key strategic relationships with partners and joint venturers;

• • adverse changes in public perception of the "Virgin" brand, which we and others license from Virgin Enterprises Limited, and any resulting impacts on the goodwill of customers toward us; and

• • events that are outside of our control, such as political unrest in international markets, terrorist attacks, malicious human acts, natural disasters, pandemics 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.

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BUSINESS

In this annual report, unless the context otherwise requires, the terms "we," "our," "our company," "us" and "Virgin Media" refer, as the context requires, to Virgin Media Inc. or collectively to Virgin Media and its consolidated subsidiaries. Unless otherwise indicated, operational and statistical data, including subscriber statistics and product offerings, are as of December 31, 2018.

Introduction

We are a subsidiary of Liberty Global plc (Liberty Global) that provides video, broadband internet, fixed-line telephony, mobile and broadcasting services in the U.K. and Ireland. We are one of the U.K.'s and Ireland's largest providers of residential video, broadband internet and fixed-line telephony services in terms of the number of customers. We believe our advanced, deep-fiber cable access network enables us to offer faster and higher quality broadband services than our digital subscriber line (DSL) market participants. As a result, we provide our customers with a leading next generation broadband service and one of the most advanced interactive television services available in the U.K. and Irish markets.

Our residential broadband subscribers generally access the internet at various download speeds ranging up to 350 Mbps in the U.K. and up to 360 Mbps in Ireland, depending on the tier of service selected. We determine pricing for each different tier of broadband internet service through analysis of speed, market conditions and other factors.

Our digital cable service offerings include basic and premium programming and incremental product and service offerings such as enhanced pay-per-view (PPV) programming (including digital cable-on-demand), digital cable recorders, high definition (HD) and 3D programming and access to over-the-top (OTT) content.

We provide mobile services to our customers in the U.K. and Ireland using third-party networks through MVNO arrangements.

In addition, we provide broadband internet, fixed-line and mobile telephony and other connectivity services to businesses, public sector organizations and service providers in the U.K. and Ireland.

Liberty Global is an international TV and broadband company operating under the consumer brands Virgin Media, Unitymedia, Telenet and UPC. Liberty Global invests in the infrastructure and digital platforms that empower its customers to make the most of the video, internet and communications revolution. Its substantial scale and commitment to innovation enables it to develop market-leading products delivered through next-generation networks that, as of December 31, 2018, connected over 21 million customers subscribing to 45 million television, broadband internet and telephony services. As of December 31, 2018, Liberty Global also served over six million mobile subscribers. In addition, Liberty Global owns 50% of VodafoneZiggo, a joint venture in the Netherlands.

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