(Mark One) | |
x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2012 | |
Or | |
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to |
Delaware | 59-3778247 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
65 Bleecker Street, 6th Floor, New York, NY | 10012 | |
(Address of principal executive offices) | (Zip Code) |
Securities registered pursuant to section 12(b) of the Act: | ||
Common Stock, par value $0.01 per share | NASDAQ Global Select Market |
Large accelerated filer | x | Accelerated filer | o | Non-accelerated filer (Do not check if a smaller reporting company) | o | Smaller reporting company | o |
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• | our Chief Executive Officer (Neil Berkett); |
• | our Chief Financial Officer (Eamonn O'Hare); |
• | our Chief Operating Officer (Andrew Barron); |
• | our Chief Customer, Technology and Networks Officer (Paul Buttery); and |
• | our Vice President-Controller and Principal Accounting Officer (Robert Gale). |
• | specific annual and long-term strategic goals; |
• | corporate goals; and |
• | the realization of increased stockholder value. |
• | is simple, flexible, effective and affordable; and |
• | supports the Company's core business strategy and the delivery of key operational and strategic goals. |
Action | Rationale | |
Stock Ownership Policy | Reviewed and amended the Company's stock ownership policy and removed the restriction on the sale of freely held shares and introduced a tighter restriction on how the intrinsic value of vested but unexercised options is taken into account for determining compliance with the policy. | To ensure that the policy enabled appropriate individual investment decisions by recognizing the limited differences between vested but unexercised options and freely held shares for the purposes of the policy, while taking account of the potential impact of volatility on stock options. |
Compensation Committee Charter | Reviewed the Compensation Committee Charter to account for best practice. | The Board approved amendments following a corporate governance review of the charters of all the Board committees. |
Advisor Independence | Reviewed the independence of the Committee's existing advisors by considering the six independence factors in relation to each of them. The Committee confirmed that its compensation advisors were independent and its counsel was not independent. | During 2012, the six independence factors to be considered by compensation committees in appointing advisors were considered for the purposes of NASDAQ regulations and SEC rules implementing Section 952 of the Dodd-Frank Wall Street Reform and Consumer Protection Act. The Committee reviewed the independence of its advisors by considering the six factors in relation to each of them. |
Size Group During 2012 | |
Antofagasta | Kazakhmys |
Associated British Foods | Next |
Autonomy Corporation | Pearson |
British Sky Broadcasting Group | Randgold Resources |
Cairn Energy PLC | Reed Elsevier |
Capita | Shire |
ENRC | Smith & Nephew |
Experian | United Utilities |
Fresnillo | Weir Group |
G4S |
Sector Group During 2012 | |
British Sky Broadcasting Group | Computacenter |
BT Group | Inmarsat |
Cable & Wireless Worldwide | TalkTalk |
Carphone Warehouse | Vodafone Group |
Colt Telecom Group | Yell Group |
For CEO only also includes : | |
Charter Communications | Rogers Communications |
Liberty Global, Inc. | Time Warner Cable |
Reward for Performance | |||||
Compensation Element | Attract | Retain | Short-Term | Long-Term | Alignment with Stockholder Interests |
Base salary | X | X | |||
Performance-based annual bonus | X | X | X | X | |
Option-based equity awards | X | X | X | X | |
Share-based equity awards | X | X | X | X | |
Benefits/retirement plans | X | X |
• | Net Cable Customer Additions: This is the total number of consumer cable customer additions less the total number of customer disconnections over the financial year. This metric measures our customers' responses to our products, marketing and pricing. Maintaining high growth in the number of cable customers added and retained each year is dependent on favorable customer relationships, an attractive product and service offering, as well as competitive pricing. |
• | ARPU Improvement: The increase in average consumer cable ARPU for 2012 compared to 2011. |
• | Gross Churn Reduction: The reduction in the number of customers disconnecting from our consumer cable services in 2012 compared to 2011. |
• | Virgin Media Business Revenue: The Group 2012 scorecard included a metric based on the financial performance of Virgin Media Business to help ensure all staff, not just those within Virgin Media Business, were incentivized on the results of Virgin Media Business. |
• | Net New Mobile Additions in Cable Customer Homes: This metric is defined as the net increase in the number of mobile services (contract or prepay) taken by cable customers year-on-year. Growth in Net New Mobile Additions in Cable Homes is calculated as the number of prepay or contract accounts within the cable base at the end of the year, less the number of prepay or contract accounts within the cable base at the start of the year. |
On-Target % Outcome | Metric | Actual % Outcome | Actual Achievement | Comment |
- | Qualifying Gate | - | £1650.7m | The target for the Qualifying Gate (Group OCF of £1,605.3m) was achieved |
40 | Group OCF | 33.1 | £1650.7m | The Committee determined that the Company had achieved 82.8% of the on-target payout, resulting in 33.1% payout against an on-target outcome of 40.0% with the minimum target being £1,622.2m, the target being £1,660m and the maximum target being £1,720m |
40 | Growth | 34.5 | Individual metric achievement outlined in the table below | The table below determines the levels which the Committee determined the Company had achieved |
20 | Blended NPS | 30.1 | The Committee determined that the Company had achieved 150.5% of the on-target payout, resulting in 30.1% payout against an on-target outcome of 20.0% | |
100% | Total | 97.7% | - | - |
On-Target % Outcome | Metric | Actual % Outcome | Actual Achievement |
12 | Net Cable Customer Additions | 8.5 | 88,700 |
9 | ARPU Improvement | 8.5 | £1.08 |
9 | Churn Reduction | 17.5 | 75,000 |
5 | Virgin Media Business Revenue | - | £670.3m |
5 | Net New Mobile Additions in Cable Customer Homes | - | |
40% | Total | 34.5% |
Name | On-Target Bonus % | 2012 Personal Bonus Multiplier | Actual 2012 Bonus as % Salary |
Mr. Berkett | 100 | 1.25x | 122.2 |
Mr. O'Hare | 100 | 1.00x | 97.7 |
Mr. Barron | 100 | 1.25x | 121.0 |
Mr. Buttery | 75 | 1.25x | 91.6 |
Mr. Gale | 50 | 1.00x | 48.9 |
• | Group OCF (40%)-Delivery of Group OCF target (as defined above) in the current year; |
• | Blended NPS (20%)-Delivery of customer advocacy split between Transactional NPS (80%) and Relationship NPS (20%); and |
• | Growth (40%)-selection of metrics that incentivize growth in the value of the consumer cable customer base including ARPU Improvement, Net Cable Customer Additions, Churn Reduction and growth in Group Revenue. |
• | ensure senior managers deliver strong multi-year business performance; |
• | promote retention of critical leadership, as well as individuals with valuable technical competence and experience; |
• | foster stock ownership; and |
• | align the interests of management and stockholders. |
(i) | 50% based on total shareholder value, or TSV, performance in respect of the period from January 1, 2012 through December 31, 2014 relative to a pre-determined performance comparator group as outlined below; and |
(ii) | 50% based on achievement of a cumulative Group SCF target in respect of the period from January 1, 2012 through December 31, 2014, defined as Group OCF less fixed asset additions on an accrual basis (excluding certain additions in respect of Asset Retirement Obligations) and taking into account Board-approved special expenditures. For senior executives including the named executive officers, vesting of the Group SCF-based award at the maximum level also requires top quartile TSV performance. |
• | companies which the Committee views as competitors in the same markets as the Company for capital or customers; |
• | companies which demonstrate a high level of comparability with the Company's business model, including the provision of quad-play services; and |
• | companies which current or prospective stockholders and external organizations such as analysts and proxy advisors would consider as comparators for the Company and which operate in the U.K., European or North American markets. |
AT&T Inc. | British Sky Broadcasting Group |
BT Group | Cablevision Systems Corporation |
Comcast Corporation | DISH Network Corporation |
France Telecom | Liberty Global, Inc. |
Rogers Communication Inc. | Talk Talk |
Verizon Communications Inc. |
• | If Virgin Media is ranked in the lowest quartile (i.e. from 12th to 10th), none of the RSUs or other share equivalent interests will vest; |
• | If Virgin Media is ranked in the third quartile (i.e. from 9th to 7th), RSUs or other share equivalent interests with a grant date face value of between 6.25% to 20.75% of base salary (12.5% and 41.5% for the CEO) will vest; |
• | If Virgin Media is ranked in the second quartile (i.e. from 6th to 4th), RSUs or other share equivalent interests with a grant date face value of between 25% to 45% of base salary (50% and 90% for the CEO) will vest; and |
• | If Virgin Media is ranked in the top quartile (i.e. from 3rd to 1st), RSUs or other share equivalent interests with a grant date face value of between 55% and 75% of base salary (110% and 150% for the CEO) will vest. |
• | Minimum level: RSUs or other share equivalent interests with a grant date face value of 12.5% of the participant's base salary (25% for the CEO) will vest upon achievement of a minimum Group SCF level; and |
• | Maximum level: RSUs or other share equivalent interests with a grant date face value of 75% of the participant's base salary (150% for the CEO) will vest upon achievement of the specified maximum Group SCF target as determined based on the Company's 2012-2014 long range financial plan and, in addition, the Company's TSV performance must rank in the first quartile. If the Company's TSV performance is not in the first quartile, the maximum level of vesting based on achievement of the maximum Group SCF target is 50% of the participant's base salary (100% for the CEO). |
TSV Rank | Company | % Return |
1 | Liberty Global | 180 |
2 | Comcast | 148 |
3 | VMED | 123 |
4 | DISH | 111 |
5 | BT | 86 |
6 | Talk Talk | 83 |
7 | Verizon | 67 |
8 | Rogers Comms | 54 |
9 | AT&T | 51 |
10 | BSkyB | 49 |
11 | Cablevision | 12 |
12 | France Telecom | (34) |
Percentage of SCF Element RSUs Vesting (%) | Group SCF Achieved (£m) |
100 | 2,726.3 (combined with upper quartile TSV performance) |
67 | 2,726.3 |
50 | 2,653.6 |
33 | 2,580.9 |
24 (Actual Achievement) | 2,500.1 |
16 | 2,435.7 |
• | Employment contracts are for an indefinite term with a notice period by both parties of up to 12 months. |
• | Contracts may be terminated by either party giving notice. The executive may be required to work during this period or the Company may make a payment in lieu of notice. The Company generally pays all accrued contractual benefits at termination for the duration of the notice period not worked. The Company also reserves the right to cease the payment in lieu of notice if the executive finds alternative employment. |
• | Where the role is no longer required in the organization, redundancy is paid as per the applicable Company policy, in addition to payment in lieu of notice. |
• | A change of control does not trigger a payment unless, within twelve months, the executive is terminated without cause or resigns for good reason. This is often referred to as a “double trigger” provision. However, legacy options granted prior to 2010 (but not RSUs or other share equivalent interests) generally accelerate upon a change of control. |
• | Annual review of performance and inflationary pay reviews and biennial reviews of market benchmarks for pay; |
• | Use of specific metrics to assess the criteria for the annual bonus plan and other more regular incentive schemes; and |
• | Annual review of individual performance measures, ratings and the annual bonus plan personal multiplier. |
• | Balance of short and long-term incentives, including both cash and stock-based incentive awards; |
• | Alignment of goals with short and long-range business plans; |
• | Use of multiple goals to balance financial, stock and individual performance, with a focus on generating cash flow; |
• | Ability for the Committee to apply negative discretion and reduce incentive awards below a formula-driven level; |
• | Emphasis on equity-based incentive awards to provide strong alignment with stockholders; |
• | Balance of equity-based incentive awards to reward focus on sustained value and stock price appreciation; and |
• | Adoption of a clawback policy and stock ownership guidelines for executives. |
Name and Principal Position (a) | Year (b) | Salary ($) (c) | Bonus ($) (d) | Stock Awards ($) (e) (1) | Option Awards ($) (f) (2) | Non-Equity Incentive Compensation ($) (g) (3) | Change in Pension Value/Non-Qualified Deferred Compensation Earnings ($) (h)# | All Other Compensation ($) (i) | Total ($) (j) |
Neil Berkett Chief Executive Officer | 2012 2011 2010 | 1,188,975 1,203,300 966,500 | - - - | 2,297,968(4) 2,537,586 2,291,529 | 974,198(5) 1,166,354 986,578 | 1,452,333 1,131,102 1,116,985 | - - - | 277,605(6) 297,230 268,784 | 6,191,079 6,335,572 5,630,376 |
Eamonn O'Hare Chief Financial Officer | 2012 2011 2010 | 776,797 786,156 763,566 | - - - | 750,675(7) 828,954 934,019 | 318,241(8) 381,012 388,709 | 759,086 738,987 842,035 | - - - | 207,477(9) 224,587 253,311 | 2,812,276 2,959,695 3,181,640 |
Andrew Barron Chief Operating Officer | 2012 2011 2010 | 687,874(10) 677,859 591,498 | - - - | 658,755(11) 676,692 629,034 | 279,273(12) 311,032 261,830 | 832,671 486,374 515,531 | - - - | 120,250(13) 139,848 113,357 | 2,578,824 2,291,805 2,111,250 |
Paul Buttery Chief Customer, Technology and Networks Officer | 2012 2011 2010 | 594,488 583,601 - | - - - | 574,488(14) 558,270 - | 243,552(15) 256,602 - | 544,625 530,204 - | - - - | 71,670(16) 150,226 - | 2,028,023 2,078,903 - |
Robert Gale Vice President Controller and Principal Accounting Officer | 2012 2011 2010 | 324,987 - - | - - - | 314,050(17) - - | 133,142(18) - - | 158,788 - - | - - - | 69,004(19) - - | 999,971 - - |
(1) The amounts in column (e) reflect the aggregate grant date fair value of stock awards, as computed in accordance with FASB ASC Topic 718, granted pursuant to the named executive officer's employment agreement, restricted stock agreement or performance shares agreement, the 2012 LTIP, the 2011 LTIP, the 2010 LTIP and the Virgin Media Inc. 2010 Stock Incentive Plan. Many of these awards are subject to performance conditions. These awards are reflected in column (e) on the basis that the forecasted outcome of achieving those performance conditions is 100% at the grant date, other than performance conditions, such as TSV, which are dependent on the Company's own stock price performance in which case the grant date fair value has been calculated using the Monte Carlo simulation model, unless specified. These amounts reflect the Company's accounting fair value and do not reflect the actual economic value realizable by the named executive officer for these awards. Due to rounding both during exchange rate conversions and due to fractional outcomes, there may be minor differences between the award amounts presented and the related product of the grant date fair value and the number of performance share awards, restricted shares or restricted stock units granted as set out in the following footnotes. (2) The amounts in column (f) reflect the aggregate grant date fair value of options, as computed in accordance with FASB ASC Topic 718, granted pursuant to the named executive officer's employment agreement or option agreement, the 2012 LTIP, the 2011 LTIP, the 2010 LTIP and the Virgin Media Inc. 2010 Stock Incentive Plan. These amounts reflect the Company's accounting fair value and do not reflect the actual economic value realizable by the named executive officer for these awards. Due to rounding both during exchange rate conversions and due to fractional outcomes, there may be minor differences between the award amounts presented and the related product of the grant date fair value and the number of options granted as set out in the following footnotes. (3) The amounts in column (g) reflect the cash awards earned by the named executive officers under the Company's annual bonus plan for the relevant year. For bonuses paid in respect of 2010, the bonus payments were made to the named executive officers in March 2011. For bonuses paid in respect of 2011, the amounts reflect the bonuses awarded in respect of 2011, 90% of which amounts were paid to the respective named executive officers in March 2012, and the remaining 10% which was mandatorily deferred into an award of performance shares. These performance shares were granted on March 26, 2012 and vested on March 26, 2013. For bonuses in respect of 2012, the amounts reflect the bonuses awarded in respect of 2012, 90% of which amounts are payable to the respective named executive officers by April 30, 2013, and the remaining 10% which was mandatorily deferred into an award of performance shares. These performance shares were granted on March 26, 2013 and will vest on March 26, 2014. |
(4) On January 27, 2012, Mr. Berkett was granted a stock award over 145,349 performance shares, pursuant to the 2012 LTIP. The award vests on April 30, 2015 and has a per share grant date fair value of $15.81. The performance conditions which apply to this award are based 50% on the achievement of a SCF target in respect of the period from January 1, 2012 through December 31, 2014 and 50% on TSV performance in respect of the period from January 1, 2012 through December 31, 2014, relative to a pre-determined performance comparator group. Vesting of the Group SCF-based awards at the maximum level also requires top quartile TSV performance. Assuming achievement in full of the SCF target, and based on a Monte-Carlo simulation of likely TSV outcome, the value on the grant date of the award was $2,297,968. (5) On January 27, 2012, Mr. Berkett was granted 96,899 options pursuant to the 2012 LTIP, each with an exercise price of $24.34 and a per option grant date fair value of $10.05, vesting in five equal installments on each of January 1, 2013, 2014, 2015, 2016 and 2017. (6) Mr. Berkett's All Other Compensation for the 2012 fiscal year consisted of: $79,265 in pension contributions by the Company to a U.K. tax qualified deferred compensation plan; $136,653 in further pension contributions by the Company paid (and subject to normal tax and employee social security deductions) through the Company's payroll system; $19,816 as a car allowance paid (and subject to normal tax and employee social security deductions) through the Company's payroll system; $18,119 in income protection for Mr. Berkett; and the following items, none of which exceeded $10,000: health insurance for Mr. Berkett, insurance premiums paid by the Company with respect to life insurance for Mr. Berkett and dividends paid on vested shares of restricted stock and catch-up accruals with respect to unvested shares of restricted stock. Mr. Berkett also received perquisites and personal benefits totaling $15,215. These perquisites and personal benefits, none of which exceeded $25,000 or 10% of the total amount of perquisites and personal benefits consisted of: tax advisory services, health benefits for Mr. Berkett's dependents, dental benefits for Mr. Berkett and his dependents, mobile phone and cable services, passport renewal and perquisites in relation to an off-site Board meeting. (7) On January 27, 2012, Mr. O'Hare was granted a stock award over 47,481 performance shares pursuant to the 2012 LTIP. The award vests on April 30, 2015 and has a per share grant date fair value of $15.81. The performance conditions which apply to this award are based 50% on the achievement of a SCF target in respect of the period from January 1, 2012 through December 31, 2014 and 50% on TSV performance in respect of the period from January 1, 2012 through December 31, 2014, relative to a pre-determined performance comparator group. Vesting of the Group SCF-based awards at the maximum level also requires top quartile TSV performance. Assuming achievement in full of the SCF target, and based on a Monte-Carlo simulation of likely TSV outcome, the value on the grant date of the award was $750,675. (8) On January 27, 2012, Mr. O'Hare was granted 31,654 options pursuant to the 2012 LTIP, each with an exercise price of $24.34 and a per option grant date fair value of $10.05, vesting in five equal installments on each of January 1, 2013, 2014, 2015, 2016 and 2017. (9) Mr. O'Hare's All Other Compensation for the 2012 fiscal year included: $79,265 in pension contributions by the Company to a U.K. tax qualified deferred compensation plan; $65,593 in further pension contributions by the Company paid (and subject to normal tax and employee social security deductions) through the Company's payroll system; $13,704 in dividends paid on vested shares of restricted stock and catch-up accruals with respect to unvested shares of restricted stock; $19,816 as a car allowance paid (subject to normal tax and employee social security deductions) through the Company's payroll system; and the following items, none of which exceeded $10,000: insurance premiums paid for by the Company with respect to life insurance insuring Mr. O'Hare's life; health insurance for Mr. O'Hare; and income protection benefits. Mr. O'Hare also received perquisites and personal benefits totaling $21,878. These perquisites consisted of tax advisory services in the amount of $18,072 (as invoiced by the supplier) and the following perquisites and personal benefits, none of which exceeded $25,000 or 10% of the total amount of perquisites and personal benefits: health benefits for Mr. O'Hare's dependents, dental benefits for Mr. O'Hare and his dependents and perquisites in relation to an off-site Board meeting. (10) Mr. Barron's salary was increased from £430,000 to £490,000 per annum with effect from December 7, 2012. (11) On January 27, 2012, Mr. Barron was granted a stock award over 41,667 performance shares pursuant to the 2012 LTIP. The award vests on April 30, 2015 and has a per share grant date fair value of $15.81. The performance conditions which apply to this award are based 50% on the achievement of a SCF target in respect of the period from January 1, 2012 through December 31, 2014 and 50% on TSV performance in respect of the period from January 1, 2012 through December 31, 2014, relative to a pre-determined performance comparator group. Vesting of the Group SCF-based awards at the maximum level also requires top quartile TSV performance. Assuming achievement in full of the SCF target, and based on a Monte-Carlo simulation of likely TSV outcome, the value on the grant date of the award was $658,755. (12) On January 27, 2012, Mr. Barron was granted 27,778 options pursuant to the 2012 LTIP, each with an exercise price of $24.34 and a per option grant date fair value of $10.05, vesting in five equal installments on each of January 1, 2013, 2014, 2015, 2016 and 2017. (13) Mr. Barron's All Other Compensation for the 2012 fiscal year consisted of: $45,181 in pension contributions by the Company to a U.K. tax qualified deferred compensation plan; $49,195 in further pension contributions by the Company paid (and subject to normal tax and employee social security deductions) through the Company's payroll system; $19,816 as a car allowance paid (and subject to normal tax and employee social security deductions) through the Company's payroll system; and the following items, none of which exceeded $10,000: insurance premiums paid by the Company with respect to life and health insurance and income protection benefits for Mr. Barron. Mr. Barron also received certain perquisites and personal benefits which did not in aggregate exceed $10,000. (14) On January 27, 2012, Mr. Buttery was granted a stock award over 36,337 performance shares pursuant to the 2012 LTIP. The award vests on April 30, 2015 and has a per share grant date fair value of $15.81. The performance conditions which apply to this award are based 50% on the achievement of a SCF target in respect of the period from January 1, 2012 through December 31, 2014 and 50% on TSV performance in respect of the period from January 1, 2012 through December 31, 2014, relative to a pre-determined performance comparator group. Vesting of the Group SCF-based awards at the maximum level also requires top quartile TSV performance. Assuming achievement in full of the SCF target, and based on a Monte-Carlo simulation of likely TSV outcome, the value on the grant date of the award was $574,488. (15) On January 27, 2012, Mr. Buttery was granted 24,225 options pursuant to the 2012 LTIP, each with an exercise price of $24.34 and a per option grant date fair value of $10.05, vesting in five equal installments on each of January 1, 2013, 2014, 2015, 2016 and 2017. (16) Mr. Buttery's All Other Compensation for the 2012 fiscal year consisted of: $12,385 in pension contributions by the Company to a U.K. tax qualified deferred compensation plan; $34,163 in further pension contributions by the Company paid (and subject to normal tax and employee social security deductions) through the Company's payroll system; $19,816 as a car allowance paid (and subject to normal tax and employee social security deductions) through the Company's payroll system; and the following items, none of which exceeded $10,000: insurance premiums paid by the Company with respect to life and health insurance and income protection benefits for Mr. Buttery. Mr. Buttery also received certain perquisites and personal benefits which did not in aggregate exceed $10,000. (17) On January 27, 2012, Mr. Gale was granted a stock award over 19,864 performance shares pursuant to the 2012 LTIP. The award vests on April 30, 2015 and has a per share grant date fair value of $15.81. The performance conditions which apply to this award are based 50% on the achievement of a SCF target in respect of the period from January 1, 2012 through December 31, 2014 and 50% on TSV performance in respect of the period from January 1, 2012 through December 31, 2014, relative to a pre-determined performance comparator group. Vesting of the Group SCF-based awards at the maximum level also requires top quartile TSV performance. Assuming achievement in full of the SCF target, and based on a Monte-Carlo simulation of likely TSV outcome, the value on the grant date of the award was $314,050. (18) On January 27, 2012, Mr. Gale was granted 13,243 options pursuant to the 2012 LTIP, each with an exercise price of $24.34 and a per option grant date fair value of $10.05, vesting in five equal installments on each of January 1, 2013, 2014, 2015, 2016 and 2017. (19) Mr. Gale's All Other Compensation for the 2012 fiscal year consisted of: $48,748 in pension contributions by the Company to a U.K. tax qualified deferred compensation plan; $17,121 as a car allowance paid (and subject to normal tax and employee social security deductions) through the Company's payroll system; and the following items, none of which exceeded $10,000: insurance premiums paid by the Company with respect to life and health insurance and income protection benefits for Mr. Gale. Mr. Gale also received certain perquisites and personal benefits which did not in aggregate exceed $10,000. |
Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | All Other Stock Awards: number of shares of stock or Units (#) (i) | All Other Option Awards: Number of Securities Underlying Options (#) (j) | Exercise or base price of option awards ($/sh) (k) | Closing Price on Grant Date ($/sh) (l) | Grant Date Fair Value of Stock and Option Awards(3)($) (m) | ||||||
Name (a) | Grant Date (b) | Threshold ($) (c) | Target ($) (d) | Maximum ($) (e) | Threshold (f) | Target (g) | Maximum(h) | |||||
Neil Berkett | 01/27/2012(4) | - | - | - | 12,108 | 145,349 | 145,349 | - | - | - | 24.20 | 2,297,968 |
01/27/2012(5) | - | - | - | - | - | - | - | 96,899 | 24.34 | 24.20 | 974,198 | |
n/a(6)(7) | 5,410 | 1,188,975 | 3,566,925 | - | - | - | - | - | - | - | - | |
Eamonn O'Hare | 1/27/2012(4) | - | - | - | 3,956 | 47,481 | 47,481 | - | - | - | 24.20 | 750,675 |
1/27/2012(5) | - | - | - | - | - | - | - | 31,654 | 24.34 | 24.20 | 318,241 | |
n/a(6)(8) | 3,534 | 776,797 | 2,330,391 | - | - | - | - | - | - | - | - | |
Andrew Barron | 1/27/2012(4) | - | - | - | 3,471 | 41,667 | 41,667 | - | - | - | 24.20 | 658,755 |
1/27/2012(5) | - | - | - | - | - | - | - | 27,778 | 24.34 | 24.20 | 279,273 | |
n/a(6)(9) | 3,102 | 681,679 | 2,045,037 | - | - | - | - | - | - | - | - | |
Paul Buttery | 1/27/2012(4) | - | - | - | 3,027 | 36,337 | 36,337 | - | - | - | 24.20 | 574,488 |
1/27/2012(5) | - | - | - | - | - | - | - | 24,225 | 24.34 | 24.20 | 243,552 | |
n/a(6)(10) | 2,029 | 445,866 | 1,337,597 | - | - | - | - | - | - | - | - | |
Robert Gale | 1/27/2012(4) | - | - | - | 1,655 | 19,864 | 19,864 | - | - | - | 24.20 | 314,050 |
1/27/2012(5) | - | - | - | - | - | - | - | 13,243 | 24.34 | 24.20 | 133,142 | |
n/a(6)(11) | 739 | 162,493 | 487,480 | - | - | - | - | - | - | - | - | |
(1) The amounts included in columns (c), (d) and (e) reflect the minimum (threshold), target and maximum payment levels under the 2012 annual bonus plan, including the personal performance multiplier. If minimum (threshold) is not met, then no payments will be made. Actual bonus amounts for the named executive officers are reported in the 2012 Summary Compensation Table as Non-Equity Incentive Plan Compensation. (2) The amounts included in columns (f), (g) and (h) reflect the minimum (threshold), target and maximum number of shares of common stock which may be earned under equity awards granted pursuant to the 2012 LTIP. Below the minimum level, no shares will vest. A more detailed description of the 2012 LTIP can be found in the section entitled “Executive Compensation - Compensation Discussion & Analysis”. (3) The grant date fair value of the performance-based equity awards granted pursuant to the 2012 LTIP has been calculated based on the assumption that the Group SCF target will be achieved at the maximum level. These amounts do not necessarily reflect the current market value of these awards. (4) Performance shares granted on January 27, 2012 with a per share grant date fair value of $15.81 pursuant to the 2012 LTIP and due to vest in 2015. (5) Options granted on January 27, 2012, each with an exercise price of $24.34 (being the mid-market price of our common stock on the grant date) and a grant date fair value of $10.05. These options vest in five equal installments on each of January 1, 2013, 2014, 2015, 2016 and 2017 pursuant to the 2012 LTIP. (6) Bonus entitlements under the 2012 Bonus Plan. The threshold amount in column (c) reflects the minimum amount of bonus which can be paid if any bonus is paid. (7) Mr. Berkett is entitled to a bonus equal to 0% - 200% (100% on-target) of his base salary (subject to a multiplier of up to 150% under the 2012 Bonus Plan to reflect the achievement of personal performance targets). Under the 2012 Bonus Plan, Mr. Berkett was awarded a bonus of $1,452,333, 90% of which is payable by April 30, 2013. The remaining 10% was mandatorily deferred into performance shares which were granted on March 26, 2013 and vest on March 26, 2014. This full amount is reported in the 2012 Summary Compensation Table as Non-Equity Incentive Plan Compensation. (8) Mr. O'Hare is entitled to a bonus equal to 0% - 200% (100% on-target) of his base salary (subject to a multiplier of up to 150% under the 2012 Bonus Plan to reflect the achievement of personal performance targets). Under the 2012 Bonus Plan, Mr. O'Hare was awarded a bonus of $759,086, 90% of which is payable by April 30, 2013. The remaining 10% was mandatorily deferred into performance shares which were granted on March 26, 2013 and which vest on March 26, 2014. This full amount is reported in the 2012 Summary Compensation Table as Non-Equity Incentive Plan Compensation. (9) Mr. Barron is entitled to a bonus equal to 0% - 200% (100% on-target) of his base salary (subject to a multiplier of up to 150% under the 2012 Bonus Plan to reflect the achievement of personal performance targets). Under the 2012 Bonus Plan, Mr. Barron was awarded a bonus of $832,671, 90% of which is payable by April 30, 2013. The remaining 10% was mandatorily deferred into performance shares which were granted on March 26, 2013 and vest on March 26, 2014. This full amount is reported in the 2012 Summary Compensation Table as Non-Equity Incentive Plan Compensation. (10) Mr. Buttery is entitled to a bonus equal to 0% - 150% (75% on-target) of his base salary (subject to a multiplier of up to 150% under the 2012 Bonus Plan to reflect the achievement of personal performance targets). Under the 2012 Bonus Plan, Mr. Buttery was awarded a bonus of $544,625, 90% of which is payable by April 30, 2013. The remaining 10% was mandatorily deferred into performance shares which were granted on March 26, 2013 and vest on March 26, 2014. This full amount is reported in the 2012 Summary Compensation Table as Non-Equity Incentive Plan Compensation. (11) Mr. Gale is entitled to a bonus equal to 0% - 100% (50% on-target) of his base salary (subject to a multiplier of up to 150% under the 2012 Bonus Plan to reflect the achievement of personal performance targets). Under the 2012 Bonus Plan, Mr. Gale was awarded a bonus of $158,788, 90% of which is payable by April 30, 2013. The remaining 10% was mandatorily deferred into performance shares which were granted on March 26, 2013 and vest on March 26, 2014. This full amount is reported in the 2012 Summary Compensation Table as Non-Equity Incentive Plan Compensation. |
Option Awards | Stock Awards | |||||||||
Name (a) | Number of Securities Underlying Unexercised Options (#) Exercisable (b) | Number of Securities Underlying Unexercised Options (#) Unexercisable (c) | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) (d) | Option Exercise Price ($) (e) | Option Expiration Date (f) | Number of Shares or Units of Stock That Have Not Vested (#) (g) | Market Value of Shares or Units of Stock That Have Not Vested ($) (h) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) (i) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) (j) | |
Neil Berkett | 500,000 | - | - | 25.18 | 25/09/2015 | 4,675 | 171,806 | 134,743 | 4,951,805 | |
51,605 | - | - | 24.74 | 05/07/2016 | - | - | 140,977 | 5,180,905 | ||
59,860 | - | - | 24.36 | 15/05/2017 | - | - | 145,349 | 5,341,576 | ||
200,000 | - | - | 22.49 | 13/09/2017 | - | - | - | - | ||
114,228 | 28,557 | - | 12.51 | 13/04/2018 | - | - | - | - | ||
700,000 | 100,000 | - | 13.72 | 06/05/2018 | - | - | - | - | ||
43,118 | 62,191 | - | 18.65 | 25/04/2020 | - | - | - | - | ||
- | 2,486 | - | 18.65 | 25/04/2020 | - | - | - | - | ||
18,797 | 75,188 | - | 25.31 | 27/01/2021 | - | - | - | - | ||
- | 96,899 | - | 24.34 | 26/01/2022 | - | - | - | - | ||
Eamonn O'Hare | 204,802 | 22,802 | 208,000 | 12.86 | 15/09/2019 | 3,054 | 112,235 | 68,245 | 2,508,004 | |
18,198 | 24,513 | - | 17.16 | 06/01/2020 | 25,266 | 928,526 | 46,053 | 1,692,448 | ||
- | 2,808 | - | 17.12 | 07/01/2020 | - | - | 47,481 | 1,744,927 | ||
6,140 | 24,562 | - | 25.31 | 27/01/2021 | - | - | - | - | ||
- | 31,654 | - | 24.34 | 26/01/2022 | - | - | - | - | ||
Andrew Barron | 240,000 | 60,000 | - | 13.55 | 16/03/2018 | 2,010 | 73,868 | 45,961 | 1,689,067 | |
68,536 | 17,134 | - | 12.51 | 13/04/2018 | 29,955 | 1,100,846 | 37,594 | 1,381,580 | ||
46,773 | 31,182 | - | 8.73 | 11/06/2019 | - | - | 41,667 | 1,531,262 | ||
12,256 | 15,599 | - | 17.16 | 06/01/2020 | - | - | - | - | ||
- | 2,808 | - | 17.12 | 07/01/2020 | - | - | - | - | ||
5,012 | 20,051 | - | 25.31 | 27/01/2021 | - | - | - | - | ||
- | 27,778 | - | 24.34 | 26/01/2022 | - | - | - | - | ||
Paul Buttery | 23,070 | - | - | 24.74 | 05/07/2016 | 2,191 | 80,519 | 40,389 | 1,484,296 | |
26,760 | - | - | 24.36 | 15/05/2017 | 13,162 | 483,704 | 31,015 | 1,139,801 | ||
80,000 | - | - | 28.59 | 11/07/2017 | - | - | 36,337 | 1,335,385 | ||
- | 10,000 | - | 15.57 | 05/02/2018 | - | - | - | - | ||
- | 13,499 | - | 12.51 | 13/04/2018 | - | - | - | - | ||
- | 27,404 | - | 8.73 | 11/06/2019 | - | - | - | - | ||
- | 13,371 | - | 17.16 | 06/01/2020 | - | - | - | - | ||
- | 2,808 | - | 17.12 | 07/01/2020 | - | - | - | - | ||
4,135 | 16,542 | - | 25.31 | 27/01/2021 | - | - | - | - | ||
- | 24,225 | - | 24.34 | 26/01/2022 | - | - | - | - | ||
Robert Gale | 16,250 | - | - | 23.33 | 14/03/2014 | 639 | 23,483 | 26,072 | 958,146 | |
16,612 | - | - | 25.54 | 27/04/2015 | - | - | 19,267 | 708,062 | ||
21,055 | - | - | 24.74 | 05/07/2016 | - | - | 19,864 | 730,002 | ||
24,425 | - | - | 24.36 | 15/05/2017 | - | - | - | - | ||
9,346 | 9,346 | - | 12.51 | 13/04/2018 | - | - | - | - | ||
- | 17,690 | - | 8.73 | 11/06/2019 | - | - | - | - | ||
6,952 | 7,644 | - | 17.16 | 06/01/2020 | - | - | - | - | ||
- | 2,808 | - | 17.12 | 07/01/2021 | - | - | - | - | ||
2,569 | 10,276 | - | 25.31 | 27/01/2021 | - | - | - | - | ||
- | 13,243 | - | 24.34 | 26/01/2022 | - | - | - | - |
(1) | The values shown in columns (h) and (j) are based on the closing price of the Company's stock as of December 31, 2012, being $36.75 per share. |
i. | 500,000 stock options which vested in equal installments on each of September 26, 2006, 2007, 2008, 2009 and 2010; |
ii. | 51,605 stock options which vested in equal installments on each of January 1, 2007, 2008, 2009; 2010 and 2011; |
iii. | 59,860 stock options which vested in equal installments on each of January 1, 2008, 2009, 2010, 2011 and 2012; |
iv. | 200,000 stock options: (i) 100,000 options which vested on September 14, 2007 and (ii) 100,000 options which vested in equal installments on each of September 10, 2008, 2009, 2010, 2011 and 2012; |
v. | 114,228 stock options which vested in equal installments on each of January 1, 2009, 2010, 2011 and 2012; |
vi. | 700,000 stock options: (i) 400,000 options which vested in equal installments on each of May 7, 2009, 2010, 2011 and 2012, and (ii) 300,000 stock options which vested on August 12, 2010; |
vii. | 43,118 stock options which vested in equal installments on each of January 1, 2011 and 2012; and |
viii. | 18,797 JSOP option equivalent interests which vested on January 1, 2012. |
i. | 28,557 stock options which vest on January 1, 2013; |
ii. | 100,000 stock options which vest on May 7, 2013; |
iii. | 62,191 stock options which vest as to 19,073 options on January 1, 2013 and 43,118 options which vest in equal installments on each of January 1, 2014 and 2015; |
iv. | 2,486 stock options granted under the Company Share Option Plan, the CSOP, which is a U.K. tax qualified plan. These options vest on January 1, 2013; |
v. | 75,188 JSOP option equivalent interests which vest in equal installments on each of January 1, 2013, 2014, 2015 and 2016; and |
vi. | 96,899 stock options which vest as to 19,379 on each of January 1, 2013, 2014, 2015 and 2016 and 19,383 on January 1, 2017. |
i. | 134,743 restricted stock units granted under the Company's 2010 LTIP which vest in early 2013 dependent on the achievement of performance conditions; |
ii. | 140,977 JSOP performance share equivalent interests granted under the Company's 2011 LTIP which vest in early 2014; and |
iii. | 145,349 performance shares granted under the Company's 2012 LTIP which vest in early 2015. |
i. | 4,675 performance shares granted under the Company's 2011 Annual Bonus Deferral which vest on March 26, 2013. |
i. | 204,802 stock options: (i) 78,000 options which vested on November 2, 2010, (ii) 104,000 options which vested on March 2, 2012, and (iii) 22,802 options which vested in equal installments on each of January 1, 2011 and 2012; |
ii. | 18,198 stock options which vested in equal installments on each of January 1, 2011 and 2012; and |
iii. | 6,140 JSOP option-equivalent interests which vested on January 1, 2012. |
i. | 208,000 stock options which vest as to 78,000 options on each of March 2, 2013 and 2014, and 52,000 options on November 2, 2014; |
ii. | 22,802 stock options which vest in equal installments on each of January 1, 2013 and 2014; |
iii. | 24,513 stock options which vest as to 6,315 options on January 1, 2013 and 9,099 options on each of January 1, 2014 and 2015; |
iv. | 2,808 stock options under the CSOP. These options vest as to 2,784 options on January 1, 2013 and 24 options on January 1, 2015; |
v. | 24,562 JSOP option-equivalent interests which vest as to 6,140 option equivalent interests on each of January 1, 2013, 2014, 2015 and 6,142 option equivalent interests on January 1, 2016; and |
vi. | 31,654 stock options which vest as to 6,330 options on each of January 1, 2013, 2014, 2015, 2016 and 6,334 options on January 1, 2017. |
i. | 68,245 restricted stock units granted under the Company's 2010 LTIP which vest in early 2013 dependent on the achievement of performance conditions; |
ii. | 46,053 JSOP performance share equivalent interests granted under the Company's 2011 LTIP which vest in early 2014; and |
iii. | 47,481 performance shares granted under the Company's 2012 LTIP which vest in early 2015. |
i. | 3,054 performance shares granted under the Company's 2011 Annual Bonus Deferral which vest on March 26, 2013; and |
ii. | 25,266 performance shares are no longer subject to performance or time-based vesting conditions but are included in this table because settlement of such awards remains conditioned upon the payment of a nominal acquisition price of $0.0001 by the participant. |
i. | 240,000 stock options which vested in equal installments on each of March 17, 2009, 2010, 2011 and 2012; |
ii. | 68,536 stock options which vested in equal installments on each of January 1, 2009, 2010, 2011 and 2012; |
iii. | 46,773 stock options which vested in equal installments on each of January 1, 2010, 2011 and 2012; |
iv. | 12,256 stock options which vested in equal installments on each of January 1, 2011 and 2012; and |
v. | 5,012 JSOP-equivalent interests which vested on January 1, 2012. |
i. | 60,000 stock options which vest on March 17, 2013; |
ii. | 17,134 stock options which vest on January 1, 2013; |
iii. | 31,182 stock options which vest in equal installments on each of January 1, 2013 and 2014; |
iv. | 15,599 stock options which vest as to 3,343 options on January 1, 2013 and 6,128 options on each of January 1, 2014 and 2015; |
v. | 2,808 stock options under the CSOP. These options vest as to 2,785 options on January 1, 2013 and 23 options on January 1, 2015; |
vi. | 20,051 JSOP option equivalent interests which vest as to 5,012 option-equivalent interests on each of January 1, 2013, 2014, 2015 and 5,015 option equivalent interests on January 1, 2016; and |
vii. | 27,778 stock options which vest as to 5,555 options on each of January 1, 2013, 2014, 2015, 2016 and 5,558 options on January 1, 2017. |
i. | 45,961 restricted stock units granted under the Company's 2010 LTIP which vest in early 2013 dependent on the achievement of performance conditions; |
ii. | 37,594 JSOP performance share equivalent interests granted under 2011 LTIP which vest in early 2014; and |
iii. | 41,667 performance shares granted under the Company's 2012 LTIP which vest in early 2015. |
i. | 2,010 performance shares granted under the Company's 2011 Annual Bonus Deferral which vest on March 26, 2013; and |
ii. | 29,955 performance shares are no longer subject to performance or time-based vesting conditions but are included in this table because settlement of such awards remains conditioned upon the payment of a nominal acquisition price of $0.0001 by the participant. |
i. | 23,070 stock options which vested in equal installments on each of January 1, 2007, 2008, 2009, 2010 and 2011; |
ii. | 26,760 stock options which vested in equal installments on each of January 1, 2008, 2009, 2010, 2011 and 2012; |
iii. | 80,000 stock options which vested in equal installments on each of July 12, 2008, 2009, 2010, 2011 and 2012; and |
iv. | 4,135 stock options which vested on January 1, 2012. |
i. | 10,000 stock options which vest on February 6, 2013; |
ii. | 13,499 stock options which vest on January 1, 2013; |
iii. | 27,404 stock options which vest in equal installments on each of January 1, 2013 and 2014; |
iv. | 13,371 stock options which vest as to 2,601 options on January 1, 2013 and 5,385 options on each of January 1, 2014 and 2015; |
v. | 2,808 stock options under the CSOP. These options vest as to 2,784 options on January 1, 2013 and 24 options on January 1, 2015; |
vi. | 16,542 stock options which vest as to 4,135 options on each of January 1, 2013, 2014, 2015 and 4,137 options on January 1, 2016; and |
vii. | 24,225 stock options which vest in equal installments on each of January 1, 2013, 2014, 2015, 2016 and 2017. |
i. | 40,389 restricted stock units granted under the Company's 2010 LTIP which vest in early 2013 dependent on the achievement of performance conditions; |
ii. | 31,015 performance shares granted under the Company's 2011 LTIP which vest in early 2014; and |
iii. | 36,337 performance shares granted under the Company's 2012 LTIP which vest in early 2015. |
i. | 2,191 performance shares granted under the Company's 2011 Annual Bonus Deferral which vest on March 26, 2013; and |
ii. | 13,162 performance shares are no longer subject to performance or time-based vesting conditions but are included in this table because settlement of such awards remains conditioned upon the payment of a nominal acquisition price of $0.0001 by the participant. |
i. | 16,250 stock options which vested in equal installments on each of March 15, 2004, 2005, 2006, 2007 and 2008; |
ii. | 16,612 stock options which vested in equal installments on each of January 1, 2006, 2007, 2008, 2009 and 2010; |
iii. | 21,055 stock options which vested in equal installments on each of January 1, 2007, 2008, 2009, 2010 and 2011; |
iv. | 24,425 stock options which vested in equal installments on each of January 1, 2008, 2009, 2010, 2011 and 2012; |
v. | 9,346 stock options which vested on January 1, 2012; |
vi. | 6,952 stock options which vested in equal installments on each of January 1, 2011 and 2012; and |
vii. | 2,569 stock options which vested on January 1, 2012. |
i. | 9,346 stock options which vest on January 1, 2013; |
ii. | 17,690 stock options which vest in equal installments on each of January 1, 2013 and 2014; |
iii. | 7,644 stock options which vest as to 692 options on January 1, 2013 and 3,476 options on each of January 1, 2014 and 2015; |
iv. | 2,808 stock options under the CSOP. These options vest as to 2,784 options on January 1, 2013 and 24 options on January 1, 2015; |
v. | 10,276 stock options which vest in equal installments on each of January 1, 2013, 2014, 2015 and 2016; and |
vi. | 13,243 stock options which vest as to 2,648 options on each of January 1, 2013, 2014, 2015, 2016 and 2,651 options on January 1, 2017. |
i. | 26,072 restricted stock units granted under the Company's 2010 LTIP which vest in early 2013 dependent on the achievement of performance conditions; |
ii. | 19,267 performance shares granted under the Company's 2011 LTIP which vest in early 2014; and |
iii. | 19,864 performance shares granted under the Company's 2012 LTIP which vest in early 2015. |
i. | 639 performance shares granted under the Company's 2011 Annual Bonus Deferral which vest on March 26, 2013. |
Option Awards | Stock Awards | ||||
Name (a) | Number of Shares Acquired on Exercise (#) (b) | Value Realized on Exercise ($) (c) | Number of Shares Acquired on Vesting/Exercise (#) (d) | Value Realized on Vesting/Exercise ($) (e) | |
Neil Berkett | (1) | - | - | 180,750 | 4,488,023 |
Eamonn O'Hare | (2) | - | - | 50,000 | 1,476,500 |
- | - | 72,300 | 2,359,872 | ||
Andrew Barron | - | - | - | - | - |
Paul Buttery | (3) | 47,971 | 685,881 | 13,162 | 360,769 |
Robert Gale | (4) | 8,845 | 166,905 | 16,993 | 469,005 |
(1) Mr. Berkett acquired 180,750 shares on the vesting of a restricted stock grant on March 12, 2012 with a mid-market share price of $24.83 each. (2) Mr. O'Hare acquired 50,000 shares on the vesting of a restricted stock grant on September 16, 2012 with a mid-market share price of $29.53 each; and 72,300 shares on the vesting of a restricted stock grant on November 2, 2012 with a mid-market share price of $32.64 each. (3) Mr. Buttery acquired 47,971 shares on the exercise of stock options on July 31, 2012 with a mid-market share price of $27.41 each; and 13,162 shares on the exercise of the 2009 LTIP restricted stock units on July 31, 2012 with a mid-market share price of $27.41 each. (4) Mr. Gale acquired 8,845 shares on the exercise of stock options on August 16, 2012 with a mid-market share price of $27.60 each; and 16,993 shares on the exercise of the 2009 LTIP restricted stock units on August 16, 2012 with a mid-market share price of $27.60 each. |
• | a base salary of £750,000 per year; |
• | an annual bonus for on-target performance of 100% of base salary with a maximum payout of 300% of base salary (subject to the maximum achievement of Company and personal performance targets), as well as participation in the Company's long-term incentive plans; |
• | a contribution of 20% of his base salary into a U.K. pension scheme with any surplus over the Annual Allowance paid as a cash supplement; |
• | health and dental benefits, life insurance and income protection; |
• | an annual car allowance; and |
• | tax planning services. |
• | a base salary of £490,000 per year; |
• | an annual bonus for on-target performance of 100% of base salary with a maximum payout of 300% of base salary (subject to the maximum achievement of Company and personal performance targets), as well as participation in the Company's long-term incentive plans; |
• | a contribution of 20% of his base salary into a U.K. pension scheme with any surplus over the Annual Allowance paid as a cash supplement; |
• | health and dental benefits, life assurance and income protection; |
• | an annual car allowance; and |
• | tax planning services. |
• | a base salary of £430,000 per year and an increase to £490,000 per year effective December 7, 2012; |
• | an annual bonus for on-target performance of 100% of base salary with a maximum payout of 300% of base salary (subject to the maximum achievement of Company and personal performance targets); |
• | a contribution of 15% of his base salary into a U.K. pension scheme with any surplus over the Annual Allowance paid as a cash supplement; |
• | health and dental benefits, life assurance and income protection; and |
• | an annual car allowance. |
• | a base salary of £375,000 per year; |
• | an annual bonus for on-target performance of 75% of base salary with a maximum payout of 225% of base salary (subject to the maximum achievement of Company and personal performance targets); |
• | a contribution of 15% of his base salary into a U.K. pension scheme with any surplus over the Annual Allowance paid as a cash supplement; |
• | health and dental benefits, life assurance and income protection; and |
• | an annual car allowance. |
• | a base salary of £205,000 per year; |
• | an annual bonus for on-target performance of 50% of base salary with a maximum payout of 150% of base salary (subject to the maximum achievement of Company and personal performance targets); |
• | a contribution of 15% of his base salary into a U.K. pension scheme; |
• | health and dental benefits, life assurance and income protection; and |
• | an annual car allowance. |
• | Termination without cause: in addition to earned but unpaid salary and benefits and subject to the execution of a general release of claims in favor of us, a lump-sum severance payment equal to two times his annual base salary. No other termination payments will apply. |
• | Termination for cause: earned but unpaid salary and benefits. |
Benefit | Termination without Cause ($) | Termination for Cause ($) | Death or Disability ($) | Termination/Acceleration Event following a Change of Control ($) |
Severance Payment(1) | 2,377,950 (2) | - | - | 2,377,950 (3) |
RSUs and other share equivalent interests | 171,760 (4) | - | - | 15,643,169 (5) |
Options | - | - | - | 6,228,543 (6) |
(1) Mr. Berkett would be also entitled to base salary, accrued and unpaid vacation, and contractual benefits to the termination date. (2) If Mr. Berkett's employment is terminated without cause Mr. Berkett would be entitled to a lump-sum payment equal to two times his annual base salary of £750,000 ($2,377,950). (3) If Mr. Berkett's employment is terminated without cause within one year of a change of control, Mr. Berkett would be entitled to a lump-sum payment equal to two times his annual base salary of £750,000 (which equals $2,377,950). (4) If Mr. Berkett's employment is terminated without cause 4,675 performance shares granted as his 2011 Annual Bonus Deferral would accelerate. (5) RSUs and other share equivalent interests include performance shares, restricted stock units, modified restricted stock units, performance-based shares of restricted stock and JSOP performance share equivalent awards. Acceleration of the RSUs and other share equivalent interests is at the discretion of the Compensation Committee. For illustrative purposes, the table is based on all of Mr. Berkett's 425,744 RSUs and other share equivalent interests vesting. (6) Options include JSOP option equivalent interests. Some of Mr. Berkett's unvested stock options require both a change of control and termination of employment to trigger acceleration. The table assumes that vesting accelerates for all of these stock options. |
• | Termination by the Company other than for cause where we choose to make a payment in lieu of the notice period: base salary, car allowance, pension contributions and medical premiums to the termination date. The agreement is terminable by either Mr. O'Hare or the Company giving twelve months notice. |
• | Termination for cause: earned but unpaid salary and benefits. |
Benefit | Termination other than for Cause and in Lieu of the Notice Period ($) | Termination for Cause ($) | Redundancy ($) | Death or Disability ($) | Termination/Acceleration Event following a Change of Control ($) |
Severance Payment (1) | 953,407 (2) | - | 1,050,506 (3) | - | 953,407 (4) |
RSUs and other share equivalent interests | 112,204 (5) | - | - | - | 6,056,640 (6) |
Options | - | - | - | - | 6,723,006 (7) |
(1) Mr. O'Hare would also be entitled to base salary, accrued and unpaid vacation, and contractual benefits to the termination date. (2) We are required to give Mr. O'Hare twelve months notice of termination of his employment or we may pay Mr. O'Hare a sum in lieu of notice. Mr. O'Hare would be entitled to his base salary for the notice period, plus contractual benefits being car allowance, pension and executive retirement scheme contributions and medical premiums to the termination date. (3) If Mr. O'Hare was made redundant on December 31, 2012 he would have received a redundancy payment of $97,100 from the Company. The amount shown in the table includes the payment plus an assumed payment in lieu of notice calculated in accordance with note (2) above. (4) If Mr. O'Hare is terminated without cause in connection with a change of control, Mr. O'Hare would be entitled to twelve months notice of termination or payment in lieu of notice. Mr. O'Hare would be entitled to his base salary for the period, plus contractual benefits being car allowance, pension and executive retirement scheme contributions and medical premiums to the termination date ($953,407). (5) If Mr. O'Hare's employment is terminated without cause 3,054 performance shares granted as his 2011 Annual Bonus Deferral would accelerate. (6) RSUs and other share equivalent interests include performance shares, performance-based shares of restricted stock and JSOP performance share equivalent awards. Acceleration of RSUs and other share equivalent interests is at the discretion of the Compensation Committee. For illustrative purposes, the table is based on all of Mr. O'Hare's 164,833 RSUs and other share equivalent interests vesting. (7) Options include JSOP option-equivalent interests. Some of Mr. O'Hare's unvested stock options require both a change of control and termination of employment to trigger acceleration. The table assumes that vesting accelerates for all of these stock options. |
• | Termination by the Company other than for cause where we choose to make a payment in lieu of the notice period: base salary, car allowance, pension contributions and medical premiums to the termination date. The agreement is terminable by either Mr. Barron or the Company giving twelve months notice. |
• | Termination for cause: earned but unpaid salary and benefits. |
Benefit | Termination other than for Cause and in Lieu of the Notice Period ($) | Termination for Cause ($) | Redundancy ($) | Death or Disability ($) | Termination/Acceleration Event following a Change of Control ($) |
Severance Payment(1) | 914,567 (2) | - | 1,011,666 (3) | - | 914,567 (4) |
RSUs and other share equivalent interests | 73,847 (5) | - | - | - | 4,674,959 (6) |
Options | - | - | - | - | 3,615,862 (7) |
(1) Mr. Barron would also be entitled to base salary, accrued and unpaid vacation, and contractual benefits to the termination date. (2) We are required to give Mr. Barron twelve months notice of termination of his employment or we may pay Mr. Barron a sum in lieu of notice. Mr. Barron would be entitled to his base salary for the period, plus contractual benefits being car allowance, pension contributions and medical premiums to the termination date. (3) If Mr. Barron was made redundant on December 31, 2012, he would have received a redundancy payment of $97,100 from the Company. The amount shown in the table includes this payment plus an assumed payment in lieu of notice calculated in accordance with note (2) above. (4) If Mr. Barron's employment is terminated without cause in connection with a change of control, Mr. Barron would be entitled to twelve months notice of termination or payment in lieu of notice. Mr. Barron would be entitled to his base salary for the period, plus contractual benefits being car allowance, pension contributions, and medical premiums to the termination date ($914,567). (5) If Mr. Barron's employment is terminated without cause 2,010 performance shares granted as his 2011 Annual Bonus Deferral would accelerate. (6) RSUs and other share equivalent interests include performance shares and JSOP performance share equivalent awards. Acceleration of RSUs and other share equivalent interests is at the discretion of the Compensation Committee. For illustrative purposes, the table is based on all of Mr. Barron's 127,232 RSUs and other share equivalent interests vesting. (7) Options include JSOP option equivalent interests. Some of Mr. Barron's unvested stock options require both a change of control and termination of employment to trigger acceleration. The table assumes that vesting accelerates for all of these stock options. |
• | Termination by the Company other than for cause where we choose to make a payment in lieu of the notice period: base salary, car allowance, pension contributions and medical premiums to the termination date. The agreement is terminable by either Mr. Buttery or the Company giving twelve months notice. |
• | Termination for cause: earned but unpaid salary and benefits. |
Benefit | Termination other than for Cause and in Lieu of the Notice Period ($) | Termination for Cause ($) | Redundancy ($) | Death or Disability ($) | Termination/Acceleration Event following a Change of Control ($) |
Severance Payment(1) | 704,518 (2) | - | 803,599 (3) | - | 704,518 (4) |
RSUs and other share equivalent interests | 80,497 (5) | - | - | - | 4,039,302 (6) |
Options | - | - | - | - | 2,113,808 (7) |
(1) Mr. Buttery would also be entitled to base salary, accrued and unpaid vacation, and contractual benefits to the termination date. (2) We are required to give Mr. Buttery twelve months notice of termination of his employment or we may pay Mr. Buttery a sum in lieu of notice. Mr. Buttery would be entitled to his base salary for the period, plus contractual benefits being car allowance, pension contributions and medical premiums to the termination date. (3) If Mr. Buttery was made redundant on December 31, 2012, he would have received a redundancy payment of $99,081 from the Company. The amount shown in the table includes this payment plus an assumed payment in lieu of notice calculated in accordance with note (2) above. (4) If Mr. Buttery's employment is terminated without cause in connection with a change of control, Mr. Buttery would be entitled to twelve months notice of termination or payment in lieu of notice. Mr. Buttery would be entitled to his base salary for the period, plus contractual benefits being car allowance, pension contributions and medical premiums to the termination date ($704,518). (5) If Mr. Buttery's employment is terminated without cause 2,191 performance shares granted as his 2011 Annual Bonus Deferral would accelerate. (6)RSUs and equivalent share interests include performance shares, restricted stock units and modified restricted stock units. Acceleration of RSUs and other share equivalent interests is at the discretion of the Compensation Committee. For illustrative purposes, the table is based on all of Mr. Buttery's 109,932 RSUs and other share equivalent share interests vesting. (7) Some of Mr. Buttery's unvested stock options require both a change of control and termination of employment to trigger acceleration. The table assumes that vesting accelerates for all these stock options. |
• | Termination other than for cause where we choose to make a payment in lieu of notice period: base salary, car allowance, pension contributions and medical premiums to the termination date. The agreement is terminable by either the Company giving twelve months notice or Mr. Gale giving six months notice. |
• | Termination for cause: earned but unpaid salary and benefits. |
Benefit | Termination other than for Cause and in Lieu of the Notice Period ($) | Termination for Cause ($) | Redundancy ($) | Death or Disability ($) | Change in Control/ Acceleration Event ($) |
Severance Payment(1) | 392,290 (2) | - | 500,619 (3) | - | 392,290 (4) |
RSUs and other share equivalent interests | 23,477 (5) | - | - | - | 2,419,293 (6) |
Options | - | - | - | - | 1,208,991 (7) |
(1) Mr. Gale would also be entitled to base salary, accrued and unpaid vacation, and contractual benefits to the termination date. (2) We are required to give Mr. Gale twelve months notice of his employment or we may pay Mr. Gale a sum in lieu of notice. Mr. Gale would be entitled to his base salary for the notice period, plus contractual benefits being car allowance, pension contributions and medical premiums to the termination date. (3) If Mr. Gale was made redundant on December 31, 2012, he would have received a redundancy payment of $108,329 from the Company. The amount shown in the table includes this payment plus an assumed payment in lieu of notice calculated in accordance with note (2) above. (4) If Mr. Gale's employment is terminated without cause in connection with a change of control, Mr. Gale would be entitled to twelve months notice of termination or payment in lieu of notice. Mr. Gale would be entitled to his base salary for the period, plus contractual benefits being car allowance, pension contributions and medical premiums to the termination date ($392,290). (5) If Mr. Gale's employment is terminated without cause, 639 performance shares granted as his 2011 Annual Bonus Deferral would accelerate. (6) RSUs and equivalent share interests include performance shares, restricted stock units and modified restricted stock units. Acceleration of RSUs and other share equivalent interests is at the discretion of the Compensation Committee. For illustrative purposes, the table is based on all of Mr. Gale's 65,842 RSUs and other share equivalent share interests vesting. (7) Some of Mr. Gale's unvested stock options require both a change of control and termination of employment to trigger acceleration. The table assumes that vesting accelerates for all of these stock options. |
• | freely held shares; and |
• | 50% of the value of any vested stock options, provided that the intrinsic value of vested stock options will only be included insofar as it accounts for up to 50% of a non-executive Director’s minimum holding. Any intrinsic value in excess of 50% of the minimum holding will not be included as Qualifying Stock. |
Name(1) (a) | Fees Earned or Paid in Cash ($) (b) | Stock Awards ($) (c) | Option Awards ($) (d) | Non-Equity Incentive Plan Compensation ($) (e) | Change in Pension Value & Nonqualified Deferred Compensation Earnings ($) (f) | All Other Compensation(2) ($) (g) | Total ($) (h) |
Charles L. Allen | 201,898 | - | 433,716 | - | - | - | 635,613 |
James A. Chiddix | 135,000 | - | 433,716 | - | - | 100,000 | 668,716 |
Andrew J. Cole | 122,000 | - | 433,716 | - | - | - | 555,716 |
William R. Huff | 108,194 | - | 433,716 | - | - | 15,830 | 557,740 |
Gordon D. McCallum | 118,898 | - | 433,716 | - | - | - | 552,613 |
James F. Mooney | 500,000 | - | 433,716 | - | - | 52,622 | 986,338 |
John N. Rigsby | 127,000 | - | 433,716 | - | - | 11,049 | 571,765 |
Steven J. Simmons | 167,597 | - | 433,716 | - | - | - | 601,313 |
Doreen Toben | 126,000 | - | 433,716 | - | - | 12,637 | 572,353 |
George R. Zoffinger | 149,500 | - | 433,716 | - | - | - | 583,216 |
(1) Messrs. Berkett and O'Hare are not included in the table as they are our employees for the reportable period and therefore received no separate compensation for their service as Directors. The compensation received by Messrs. Berkett and O'Hare is shown under the “2012 Summary Compensation Table” in this Form 10-K/A. (2) Mr. Chiddix's All Other Compensation for the fiscal year 2012 consisted of $100,000 in fees received with respect to consultancy services he provided to the Company. Mr. Huff's All Other Compensation for the fiscal year 2012 included certain perquisites and personal benefits totaling $15,830. These perquisites and personal benefits were in connection with an off-site Board meeting held in March 2012. Mr. Mooney's All Other Compensation for the fiscal year 2012 included certain perquisites and personal benefits totaling $51,388. These perquisites and personal benefits consisted of: $40,570 in medical insurance for Mr. Mooney and his family (as invoiced by the insurer) and the following items, none of which exceeded $10,000: life insurance premiums paid by the Company insuring the lives of Mr. Mooney's dependents, vision and dental insurance for Mr. Mooney and his family, drug card benefits, certain perquisites in connection with an off-site Board meeting held in March 2012 and the supply of an internet service to Mr. Mooney's home. Mr. Rigsby's All Other Compensation for the fiscal year 2012 included certain perquisites and personal benefits totaling $11,049. These perquisites and personal benefits were in connection with an off-site Board meeting held in March 2012. Ms. Toben's All Other Compensation for the fiscal year 2012 included certain perquisites and personal benefits totaling $12,637. These perquisites and personal benefits were in connection with an off-site Board meeting held in March 2012. The value of all perquisites and personal benefits for each of the other non-executive Directors was less than $10,000 in 2012. |
Name | Number of Securities Underlying Options (#) | Grant Date | Expiration Date | Exercise Price ($) | Grant Date Fair Value ($) | Shares of Common Stock (#) | Phantom Stock Units Pursuant to Deferred Compensation Plan |
Charles L. Allen | 62,500 | 06/09/2010 | 06/08/2020 | 15.93 | - | 109,417 | - |
40,000 | 10/04/2011 | 10/03/2021 | 23.14 | - | - | - | |
40,000 | 06/12/2012 | 06/11/2022 | 23.24 | - | - | - | |
James A. Chiddix | 40,000 | 10/04/2011 | 10/03/2021 | 23.14 | - | 3,200 | - |
40,000 | 06/12/2012 | 06/11/2022 | 23.24 | - | - | - | |
Andrew J. Cole | 62,500 | 06/09/2010 | 06/08/2020 | 15.93 | - | 4,205 | - |
40,000 | 10/04/2011 | 10/03/2021 | 23.14 | - | - | - | |
40,000 | 06/12/2012 | 06/11/2022 | 23.24 | - | - | - | |
William R. Huff | 40,000 | 06/12/2012 | 06/11/2022 | 23.24 | - | 3,500 | - |
Gordon D. McCallum (1) | 31,250 | 09/14/2007 | 09/13/2017 | 29.06 | - | - | - |
125,000 | 09/14/2007 | 09/13/2017 | 29.06 | - | - | - | |
62,500 | 06/10/2009 | 06/09/2019 | 8.67 | - | - | - | |
14,725 | 06/15/2009 | 06/14/2019 | 8.60 | - | - | - | |
62,500 | 06/09/2010 | 06/08/2020 | 15.93 | - | - | - | |
40,000 | 10/04/2011 | 10/03/2021 | 23.14 | - | - | - | |
40,000 | 06/12/2012 | 06/11/2022 | 23.24 | - | - | - | |
James F. Mooney | 27,226 | 01/04/2011 | 01/03/2021 | 26.79 | - | 143,674 | - |
40,000 | 10/04/2011 | 10/03/2021 | 23.14 | - | - | - | |
40,000 | 06/12/2012 | 06/11/2022 | 23.24 | - | - | - | |
John N. Rigsby | 25,000 | 06/10/2009 | 06/09/2019 | 8.67 | - | 28,419 | 6,121 |
62,500 | 06/09/2010 | 06/08/2020 | 15.93 | - | - | - | |
40,000 | 10/04/2011 | 10/03/2021 | 23.14 | - | - | - | |
40,000 | 06/12/2012 | 06/11/2022 | 23.24 | - | - | - | |
Steven J. Simmons | 40,000 | 06/12/2012 | 06/11/2022 | 23.24 | - | 131,446 | - |
Doreen A. Toben | 17,500 | 06/09/2010 | 06/08/2020 | 15.93 | - | 19,590 | 1,935 |
40,000 | 10/04/2011 | 10/03/2021 | 23.14 | - | - | - | |
40,000 | 06/12/2012 | 06/11/2022 | 23.24 | - | - | - | |
George R. Zoffinger | 187,500 | 03/16/2006 | 03/15/2016 | 29.06 | - | 21,000 | - |
62,500 | 06/10/2009 | 06/09/2019 | 8.67 | - | - | - | |
14,725 | 06/15/2009 | 06/14/2019 | 8.60 | - | - | - | |
62,500 | 06/09/2010 | 06/08/2020 | 15.93 | - | - | - | |
40,000 | 10/04/2011 | 10/03/2021 | 23.14 | - | - | - | |
40,000 | 06/12/2012 | 06/11/2022 | 23.24 | - | - | - | |
(1)Held in trust for the benefit of Virgin Entertainment Investment Holdings Limited. |
• | each person who is known by us to be the beneficial owner of more than 5% of our outstanding common stock; |
• | each of our present Directors; |
• | each of our named executive officers; and |
• | all of our present Directors and executive officers as a group. |
Amount and Nature of Beneficial Ownership | |||||||||
Name | Common Stock (#) | Depositary Interest Shares (#) | Vested JSOP Beneficial Interests(#)(5) | Vested Options (#)(6) | Vested RSUs (#)(7) | Vested Performance Shares (#)(7) | Total (#) | Amount Beneficially Owned(1) | |
5% Stockholders | |||||||||
Capital World Investors | (2) | 22,009,000 | - | - | - | - | - | 22,009,000 | 8.1% |
Manning & Napier Advisers, LLC | (3) | 17,425,663 | - | - | - | - | - | 17,425,663 | 6.4% |
Coatue Management, LLC | (4) | 16,109,508 | - | - | - | - | - | 16,109,508 | 6.0% |
Present Directors | |||||||||
Charles L. Allen | 109,714 | - | - | 142,500 | - | - | 252,214 | Under 1% | |
Neil A. Berkett | (8) | 186,658 | - | 37,594 | 1,838,306 | 65,620 | 4,675 | 2,132,853 | Under 1% |
James A. Chiddix | 3,200 | - | - | 80,000 | - | - | 83,200 | Under 1% | |
Andrew J. Cole | 4,205 | - | - | 142,500 | - | - | 146,705 | Under 1% | |
William R. Huff | (9) | 3,500 | - | - | 40,000 | - | - | 43,500 | Under 1% |
Gordon D. McCallum | (10) | - | - | - | 375,975 | - | - | 375,975 | Under 1% |
James F. Mooney | 143,674 | - | - | 107,226 | - | - | 250,900 | Under 1% | |
Eamonn O'Hare | 189,105 | - | 12,280 | 327,830 | 58,502 | 3,054 | 590,771 | Under 1% | |
John N. Rigsby | 28,419 | - | - | 167,500 | - | - | 195,919 | Under 1% | |
Steve J. Simmons | (11) | 131,446 | - | - | 40,000 | - | - | 171,446 | Under 1% |
Doreen A. Toben | 19,590 | - | - | 97,500 | - | - | 117,090 | Under 1% | |
George R. Zoffinger | 21,000 | - | - | 407,225 | - | - | 425,225 | Under 1% | |
Present Executive Officers | |||||||||
Andrew M. Barron | (12) | 56,144 | 1,426 | 10,024 | 471,973 | 52,339 | 2,010 | 593,916 | Under 1% |
Paul Buttery | 35,249 | 100 | - | 185,531 | 32,832 | 2,191 | 255,903 | Under 1% | |
Robert C. Gale | 36,665 | - | - | 124,093 | 12,698 | 639 | 174,095 | Under 1% | |
All Present Directors and Executive Officers as a Group (15 persons) | 968,569 | 1,526 | 59,898 | 4,548,159 | 221,991 | 12,569 | 5,812,712 | ||
(1) Applicable percentage of beneficial ownership is based on 270,503,808 shares of common stock outstanding as of April 23, 2013. (2) The information concerning Capital World Investors, or CWI, is based solely on a Form SC13G/A filed with the SEC on March 8, 2013. The address of CWI is 333 South Hope Street, Los Angeles, CA 90071 (3) The information concerning Manning and Napier Advisers, LLC, is based solely on a Form SC13G filed with the SEC on January 23, 2013. Their address is 290 Woodcliff Drive, Fairport, New York, NY, 14450. (4) The information concerning Coatue Management, LLC, is based solely on a Form SC13G/A filed with the SEC on February 13, 2013. Their address is 9 West 57th Street, New York, NY, 10019. (5) Comprises option equivalent shares owned jointly with Willmington Savings Fund Society, FSB, the JSOP grantor trustee, that are exercisable within 60 days from the date hereof. (6) Comprises options to purchase shares of common stock that are exercisable currently or within 60 days of the date hereof. (7) Comprises vested restricted stock units and performance share awards that are exercisable within 60 days of the date hereof. (8) Shares of common stock: indirect ownership (held by Neil Berkett Family Trust). (9) Shares of common stock: indirect ownership (held by 2010 Huff Asset Partners, LLC). (10) Stock options held in trust for the benefit of Virgin Entertainment Investment Holdings Limited. (11) Shares of common stock: 110,321 direct ownership; 21,125 indirect ownership (held by Simmons Family Foundation). (12) Depositary interest shares: 709 direct ownership; 717 indirect ownership (spousal) |
Plan category | Number of securities to be issued upon exercise of outstanding options, warrants and rights (#) (a) | Weighted-average exercise price of outstanding options, warrants and rights ($) (b) | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (#) (c) |
Equity compensation plans approved by security holders: | |||
Stock Incentive Plans(1) | - | - | 16,528,520 |
Stock Options | 9,916,776 | 18.56 | - |
RSUs and performance shares | 3,796,901 | - | - |
Sharesave Plan Options(2) | 1,592,102 | 18.56 | 6,021,988 |
Equity compensation plans not approved by security holders: | - | - | - |
Total | 15,305,779 | 18.56 | 22,550,508 |
(1) Represents shares of common stock issuable pursuant to stock options, restricted stock units and performance share awards under: (i) the Amended and Restated NTL 2004 Stock Incentive Plan; (ii) the Telewest Global, Inc. 2004 Stock Incentive Plan; and (iii) the Virgin Media Inc. 2010 Stock Incentive Plan New grants are no longer issued under (i) and (ii) above (2) Represents shares of common stock issuable pursuant to the Virgin Media Sharesave Plan: (i) 2009 Grant: exercise price = £5.83 per option (ii) 2010 Grant: exercise price = £11.10 per option (iii) 2011 Grant: exercise price = £12.34 per option |
• | Sir Charles Allen is an executive officer of a supplier to the Company. The Board determined that Sir Charles's independence is not impaired as the amount under the supplier contract with the Company is not material under the applicable independence standards. Additionally, Sir Charles is a non-executive director or non-executive chairman of other companies with which we have business relationships. The Board has determined that none of those relationships are material; |
• | At the request of the Board, Mr. Chiddix provides consulting services to the Company. The Board determined him to be independent as he is not an executive officer or controlling stockholder of the Company and the payment to him as a consultant is below $120,000 and not material. Additionally, Mr. Chiddix has been a non-executive vice chairman and director of other companies with which we have business relationships. The Board has determined that none of those relationships are material; and |
• | Mr. Cole is an executive officer of a supplier to the Company. However the Board determined that Mr. Cole's independence is not impaired under the applicable independence standards and Mr. Cole does not have a direct or indirect material interest in this contract. |
Year ended December 31 | ||
2011 ($m) | 2012 ($m) | |
Audit Fees | 4.4 | 4.1 |
Audit-Related Fees | 0.1 | - |
Tax Fees | 0.1 | 0.4 |
All Other Fees | - | 0.2 |
Total | 4.6 | 4.7 |
• | the audit of the annual financial statements contained within our Original Form 10-K; |
• | the audit of our internal controls over financial reporting as required by Section 404 of the Sarbanes-Oxley Act of 2002; |
• | the quarterly review of financial statements included in our Forms 10-Q; |
• | the audit of the annual financial statements of VMIH and VMIL, included in our Original Form 10-K; |
• | the quarterly review of the financial statements of VMIH and VMIL included in our Forms 10-Q; and |
• | the statutory audits of the financial statements of our affiliates and subsidiaries as required under the U.K. Companies Act of 2006. |
• | the audit of the Company's consolidated financial statements and its internal control over financial reporting; |
• | the audit of the separate financial statements of: |
◦ | VMIH and its subsidiaries; |
◦ | VMIL and its subsidiaries; |
◦ | Virgin Media Finance plc; and |
◦ | Any other subsidiaries or affiliates which may require an audit in relation to securities issued or to be issued, including, if required, |
- | audit of their internal control over financial reporting; |
- | review of interim unaudited financial statements of the Company; |
- | the separate review of the interim unaudited financial statements of VMIH and VMIL and any other subsidiaries or affiliates which may require review in relation to securities issued or to be issued; and |
- | the statutory audit of the financial statements of the Company's subsidiaries and affiliates. |
• | correspondence with regulatory agencies; |
• | consents to registration statements; |
• | comfort letters; and |
• | other financial reports required by regulatory bodies. |
(2) | Financial Statement Schedules - See list of financial Statement Schedules on page F-1 of the Original Form 10-K. |
(3) | Exhibits - See Exhibit Index. |
Date: April 24, 2013 | Virgin Media Inc. |
By: /s/ Neil A. Berkett | |
Neil A. Berkett | |
Chief Executive Officer | |
Date: April 24, 2013 | By: /s/ Eamonn O'Hare |
Eamonn O'Hare | |
Chief Financial Officer |
Date: April 24, 2013 | Virgin Media Investment Holdings Limited |
By: /s/ Neil A. Berkett | |
Neil A. Berkett | |
Chief Executive Officer | |
Date: April 24, 2013 | By: /s/ Eamonn O'Hare |
Eamonn O'Hare | |
Chief Financial Officer |
Date: April 24, 2013 | Virgin Media Investments Limited |
By: /s/ Neil A. Berkett | |
Neil A. Berkett | |
Chief Executive Officer | |
Date: April 24, 2013 | By: /s/ Eamonn O'Hare |
Eamonn O'Hare | |
Chief Financial Officer |
Exhibit Number | |||||
3.1 | Second Restated Articles of Incorporation of Virgin Media Inc. (Incorporated by reference to Exhibit 3.1 to the Annual Report on Form 10-K of Virgin Media Inc. as filed with the Securities and Exchange Commission on March 1, 2007). | ||||
3.2* | Restated by-laws of Virgin Media Inc. | ||||
3.3 | Memorandum and Articles of Association of Virgin Media Investment Holdings Limited (Incorporated by reference to Exhibit 3.3 to the Annual Report on Form 10-K of Virgin Media Inc. as filed with the Securities and Exchange Commission on February 26, 2010). | ||||
3.4 | Memorandum and Articles of Association of Virgin Media Investments Limited. (Incorporated by reference to Exhibit 3.4 to the Annual Report on Form 10-K of Virgin Media Inc. as filed with the Securities and Exchange Commission on February 22, 2011). | ||||
4.1 | High Yield Intercreditor Deed, dated April 13, 2004, as amended and restated on December 30, 2009, among Virgin Media Finance PLC as Issuer, Virgin Media Investment Holdings Limited as Borrower and as High Yield Guarantor, Deutsche Bank AG, London Branch as Facility Agent, The Bank of New York Mellon as High Yield Trustee, the Senior Lenders named therein, the Intergroup Debtor named therein and the Intergroup Creditor named therein (Incorporated by reference to Exhibit 4.1 to the Annual Report on Form 10-K of Virgin Media Inc. as filed with the Securities and Exchange Commission on February 26, 2010). | ||||
4.2 | Group Intercreditor Deed, dated March 3, 2006, as amended and restated on January 8, 2010 between, among others, Deutsche Bank AG, London Branch as Facility Agent and Security Trustee and the Seniors Lenders, the Intergroup Debtors and the Intergroup Creditors named therein (Incorporated by reference to Exhibit 4.3 to the Quarterly Report on Form 10-Q of Virgin Media Inc. as filed with the Securities and Exchange Commission on May 6, 2010). | ||||
4.3 | Barclays Intercreditor Agreement, dated March 3, 2006, between, among others, Yorkshire Cable Communications Limited, Sheffield Cable Communications Limited, Yorkshire Cable Properties Limited, Cable London Limited, Barclays Bank PLC and Deutsche Bank AG, London Branch as Security Trustee. (Incorporated by reference to Exhibit 4.3 to the Annual Report on Form 10-K of Virgin Media Inc. as filed with the Securities and Exchange Commission on March 1, 2007). | ||||
4.4 | Equity Registration Rights Agreement, dated as of January 10, 2003, by and among NTL Incorporated and the stockholders listed on the signature pages thereto (Incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K of Virgin Media Holdings Inc. as filed with the Securities and Exchange Commission on January 10, 2003). | ||||
4.5 | Registration Rights Agreement, dated as of September 26, 2003, between NTL Incorporated and W.R. Huff Asset Management Co., L.L.C. (Incorporated by reference to Exhibit 4.3 to the Registration Statement on Form S-1 of Virgin Media Holdings Inc. as filed with the Securities and Exchange Commission on September 26, 2003). | ||||
4.6 | Registration Rights Agreement, dated June 24, 2004, among Telewest Global, Inc., and Holders listed on the Signature pages thereto (Incorporated by reference to Exhibit 4.4 to Amendment No. 1 to the Registration Statement on Form S-4 of Virgin Media Inc. as filed with the Securities and Exchange Commission on January 30, 2006). | ||||
4.7 | Rights Agreement, dated March 25, 2004, between Telewest Global, Inc. and The Bank of New York, as Rights Agent (Incorporated by reference to Exhibit 4.36 to Amendment No. 2 to the Registration Statement on Form S-4 of Virgin Media Inc. as filed with the Securities and Exchange Commission on March 30, 2004). | ||||
4.8 | Amendment No. 1, dated as of October 2, 2005, to the Rights Agreement, dated as of March 25, 2004, among Telewest Global, Inc. and The Bank of New York, as Rights Agent (Incorporated by reference to Amendment No. 1 to the Registration Statement on Form 8-A of Virgin Media Inc. as filed with the Securities and Exchange Commission on October 3, 2005). | ||||
4.9 | Amendment No. 2, dated as of March 3, 2006, to the Rights Agreement between Telewest Global, Inc. and The Bank of New York, as Rights Agent (Incorporated by reference to Exhibit 10.3 to Amendment No. 2 to the Registration Statement on Form 8-A of Virgin Media Inc. as filed with the Securities and Exchange Commission on March 6, 2006). | ||||
4.10 | Amendment No. 3, dated as of October 27, 2010, to the Rights Agreement, dated as of March 25, 2004, between Virgin Media Inc. and The Bank of New York Mellon (Incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K of Virgin Media Inc., as filed with the Securities and Exchange Commission on October 27, 2010). | ||||
4.11 | Indenture for 6.50% Convertible Senior Notes due 2016, dated as of April 16, 2008, between Virgin Media Inc. and The Bank of New York, as trustee (including form of 6.50% Convertible Senior Note due 2016) (Incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K of Virgin Media Inc. as filed with the Securities and Exchange Commission on April 16, 2008). | ||||
4.12 | Registration Rights Agreement for 6.50% Convertible Senior Notes due 2016, dated as of April 16, 2008, between Virgin Media Inc. and Goldman, Sachs & Co., Deutsche Bank Securities Inc. and J.P. Morgan Securities Inc. (Incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K of Virgin Media Inc. as filed with the Securities and Exchange Commission on April 16, 2008). | ||||
4.13 | Indenture, dated as of November 9, 2009, among Virgin Media Inc., Virgin Media Finance PLC, Virgin Media Group LLC, Virgin Media Holdings Inc., Virgin Media (UK) Group, Inc., Virgin Media Communications Limited, Virgin Media Investment Holdings Limited, The Bank of New York Mellon as trustee and paying agent and The Bank of New York Mellon (Luxembourg) S.A. as Luxembourg paying agent (Incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K of Virgin Media Inc. as filed with the Securities and Exchange Commission on November 9, 2009). | ||||
4.14 | First Supplemental Indenture, dated as of December 30, 2009, among Virgin Media Finance PLC, the Guarantors (as defined in the Indenture), Virgin Media Investments Limited, and The Bank of New York Mellon as trustee, to the Indenture dated as of November 9, 2009. (Incorporated by reference to Exhibit 4.25 to the Annual Report on Form 10-K of Virgin Media Inc. as filed with the Securities and Exchange Commission on February 26, 2010). | ||||
4.15 | Indenture, dated as of January 19, 2010, among Virgin Media Secured Finance PLC, the guarantors party thereto, The Bank of New York Mellon as trustee and paying agent and The Bank of New York Mellon (Luxembourg) S.A. as Luxembourg paying agent (Incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K of Virgin Media Inc. as filed with the Securities and Exchange Commission on January 20, 2010). |
4.16 | First Supplemental Indenture, dated as of April 19, 2010, among Virgin Media SFA Finance Limited, Virgin Media Secured Finance PLC and The Bank of New York Mellon as trustee (Incorporated by reference to Exhibit 4.6 to the Registration Statement on Form S-4 of Virgin Media Inc. as filed with the Securities and Exchange Commission on June 15, 2010). | ||||
4.17 | Second Supplemental Indenture, dated as of May 17, 2010, among General Cable Investments Limited, NTL Funding Limited, Telewest Communications Holdco Limited, VM Sundial Limited, Virgin Media Secured Finance PLC and The Bank of New York Mellon as trustee (Incorporated by reference to Exhibit 4.7 to the Registration Statement on Form S-4 of Virgin Media Inc. as filed with the Securities and Exchange Commission on June 15, 2010). | ||||
4.18 | Third Supplemental Indenture, dated as of June 10, 2010, among Telewest Communications (Cumbernauld) Limited, Telewest Communications (Dumbarton) Limited, Telewest Communications (Falkirk) Limited, Telewest Communications (Glenrothes) Limited, Barnsley Cable Communications Limited, Doncaster Cable Communications Limited, Halifax Cable Communications Limited, Wakefield Cable Communications Limited, Virgin Media Secured Finance PLC and The Bank of New York Mellon as trustee (Incorporated by reference to Exhibit 4.8 to the Registration Statement on Form S-4 of Virgin Media Inc. as filed with the Securities and Exchange Commission on June 15, 2010). | ||||
4.19 | Fourth Supplemental Indenture, dated as of February 18, 2011, among VMWH Limited, Virgin Media Secured Finance PLC and The Bank of New York Mellon as trustee. (Incorporated by reference to Exhibit 4.23 to the Annual Report on Form 10-K of Virgin Media Inc. as filed with the Securities and Exchange Commission on February 22, 2011). | ||||
4.20 | Release of Note Guarantee, dated as of April 29, 2010, among Virgin Media Secured Finance PLC, Virgin Media Dover LLC and The Bank of New York Mellon as trustee (Incorporated by reference to Exhibit 4.9 to the Registration Statement on Form S-4 of Virgin Media Inc. as filed with the Securities and Exchange Commission on June 15, 2010). | ||||
4.21 | Release of Note Guarantee, dated as of June 10, 2010, among Virgin Media Secured Finance PLC, Virgin Media Television Rights Limited, Virgin Media Television Limited, Challenge TV, Bravo TV Limited, Living TV Limited, Trouble TV Limited and The Bank of New York Mellon as trustee (Incorporated by reference to Exhibit 4.10 to the Registration Statement on Form S-4 of Virgin Media Inc. as filed with the Securities and Exchange Commission on June 15, 2010). | ||||
4.22 | Release of Note Guarantee, dated as of September 20, 2010, among Virgin Media Secured Finance PLC, the companies listed in schedule 1 thereto and The Bank of New York Mellon as trustee. (Incorporated by reference to Exhibit 4.26 to the Annual Report on Form 10-K of Virgin Media Inc. as filed with the Securities and Exchange Commission on February 22, 2011). | ||||
4.23 | Release of Note Guarantee, dated as of February 15, 2011, among Virgin Media Secured Finance PLC, the companies listed in schedule 1 thereto and The Bank of New York Mellon as trustee. (Incorporated by reference to Exhibit 4.27 to the Annual Report on Form 10-K of Virgin Media Inc. as filed with the Securities and Exchange Commission on February 22, 2011). | ||||
4.24 | Release of Note Guarantee, dated as of February 18, 2011, among Virgin Media Secured Finance PLC, Telewest Communications Holdings Limited and The Bank of New York Mellon as trustee. (Incorporated by reference to Exhibit 4.28 to the Annual Report on Form 10-K of Virgin Media Inc. as filed with the Securities and Exchange Commission on February 22, 2011). | ||||
4.25 | Indenture, dated as of March 3, 2011, among Virgin Media Secured Finance PLC, the guarantors party thereto, The Bank of New York Mellon as trustee and paying agent and The Bank of New York Mellon (Luxembourg) S.A. as Luxembourg paying agent (Incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K of Virgin Media Inc. as filed with the Securities and Exchange Commission on March 3, 2011). | ||||
4.26 | Scottish Confirmation Deed, dated as of March 3, 2011, among Virgin Media Investment Holdings Limited, each of its subsidiaries listed on the signature pages thereto, Deutsche Bank AG, London Branch and The Bank of New York Mellon. (Incorporated by reference to Exhibit 4.7 to the Quarterly Report on Form 10-Q of Virgin Media Inc. as filed with the Securities and Exchange Commission on May 5, 2011). | ||||
4.27 | English Confirmation Deed, dated as of March 3, 2011, among Virgin Media Investment Holdings Limited, each of its subsidiaries listed on the signature pages thereto, Deutsche Bank AG, London Branch and The Bank of New York Mellon. (Incorporated by reference to Exhibit 4.8 to the Quarterly Report on Form 10-Q of Virgin Media Inc. as filed with the Securities and Exchange Commission on May 5, 2011). | ||||
4.28 | Reaffirmation Agreement, dated as of March 3, 2011, among Virgin Media Inc., each of its subsidiaries listed on the signature pages thereto, Deutsche Bank AG, London Branch and The Bank of New York Mellon. (Incorporated by reference to Exhibit 4.9 to the Quarterly Report on Form 10-Q of Virgin Media Inc. as filed with the Securities and Exchange Commission on May 5, 2011). | ||||
4.29 | Composite Debenture dated June 29, 2010 made between the companies listed in schedule 1 thereto, the partnerships listed in schedule 2 thereto and Deutsche Bank AG, London Branch (Incorporated by reference to Exhibit 4.11 to Amendment No. 1 on Form S-4/A to the Registration Statement of Virgin Media Inc., as filed with the Securities and Exchange Commission on June 30, 2010). | ||||
4.30 | Composite Debenture, dated as of February 18, 2011, made between VMWH Limited and Deutsche Bank AG, London Branch. (Incorporated by reference to Exhibit 4.6 to the Quarterly Report on Form 10-Q of Virgin Media Inc. as filed with the Securities and Exchange Commission on May 5, 2011). | ||||
4.31 | Blocked Account Charge dated February 9, 2010 and made between Virgin Media Investment Holdings Limited and Deutsche Bank AG, London Branch (Incorporated by reference to Exhibit 4.13 to Amendment No. 1 on Form S-4/A to the Registration Statement of Virgin Media Inc., as filed with the Securities and Exchange Commission on June 30, 2010). | ||||
4.32 | Charge dated April 15, 2010 over the shares of Virgin Media Investment Holdings Limited made between Virgin Media Finance PLC and Deutsche Bank AG, London Branch (Incorporated by reference to Exhibit 4.14 to Amendment No. 1 on Form S-4/A to the Registration Statement of Virgin Media Inc., as filed with the Securities and Exchange Commission on June 30, 2010). | ||||
4.33 | Assignment of Loans dated April 15, 2010 made between Virgin Media Finance PLC and Deutsche Bank AG, London Branch (Incorporated by reference to Exhibit 4.15 to Amendment No. 1 on Form S-4/A to the Registration Statement of Virgin Media Inc., as filed with the Securities and Exchange Commission on June 30, 2010). | ||||
4.34 | Composite Debenture dated April 15, 2010 made between Virgin Media SFA Finance Limited and Deutsche Bank AG, London Branch (Incorporated by reference to Exhibit 4.16 to Amendment No. 1 on Form S-4/A to the Registration Statement of Virgin Media Inc., as filed with the Securities and Exchange Commission on June 30, 2010). | ||||
4.35 | Composite Debenture dated June 10, 2010 made between Barnsley Cable Communications Limited, Doncaster Cable Communications Limited, Halifax Cable Communications Limited, Telewest Communications (Cumbernauld) Limited, Telewest Communications (Dumbarton) Limited, Telewest Communications (Falkirk) Limited, Telewest Communications (Glenrothes) Limited, Wakefield Cable Communications Limited and Deutsche Bank AG, London Branch (Incorporated by reference to Exhibit 4.19 to Amendment No. 1 on Form S-4/A to the Registration Statement of Virgin Media Inc., as filed with the Securities and Exchange Commission on June 30, 2010). |
4.36 | Share Pledge dated January 19, 2010 and made between Virgin Media Limited and Deutsche Bank AG, London Branch (Incorporated by reference to Exhibit 4.22 to Amendment No. 1 on Form S-4/A to the Registration Statement of Virgin Media Inc., as filed with the Securities and Exchange Commission on June 30, 2010). | ||||
4.37 | Share Pledge dated January 19, 2010 and made between NTL Glasgow and Deutsche Bank AG, London Branch (Incorporated by reference to Exhibit 4.23 to Amendment No. 1 on Form S-4/A to the Registration Statement of Virgin Media Inc., as filed with the Securities and Exchange Commission on June 30, 2010). | ||||
4.38 | Bond and Floating Charge dated January 19, 2010 and made between NTL Glasgow and Deutsche Bank AG, London Branch (Incorporated by reference to Exhibit 4.27 to Amendment No. 1 on Form S-4/A to the Registration Statement of Virgin Media Inc., as filed with the Securities and Exchange Commission on June 30, 2010). | ||||
4.39 | Bond and Floating Charge dated January 19, 2010 and made between Telewest Communications (Motherwell) Limited and Deutsche Bank AG, London Branch (Incorporated by reference to Exhibit 4.31 to Amendment No. 1 on Form S-4/A to the Registration Statement of Virgin Media Inc., as filed with the Securities and Exchange Commission on June 30, 2010). | ||||
4.40 | Bond and Floating Charge dated January 19, 2010 and made between Telewest Communications (Dundee & Perth) Limited and Deutsche Bank AG, London Branch (Incorporated by reference to Exhibit 4.32 to Amendment No. 1 on Form S-4/A to the Registration Statement of Virgin Media Inc., as filed with the Securities and Exchange Commission on June 30, 2010). | ||||
4.41 | Security Agreement dated January 19, 2010 and made between Birmingham Cable Limited and Deutsche Bank AG, London Branch (Incorporated by reference to Exhibit 4.33 to Amendment No. 1 on Form S-4/A to the Registration Statement of Virgin Media Inc., as filed with the Securities and Exchange Commission on June 30, 2010). | ||||
4.42 | Share Pledge Agreement dated January 19, 2010 and made between Virgin Media Investments Limited, Future Entertainment S.à.r.l. and Deutsche Bank AG, London Branch (Incorporated by reference to Exhibit 4.47 to Amendment No. 1 on Form S-4/A to the Registration Statement of Virgin Media Inc., as filed with the Securities and Exchange Commission on June 30, 2010). | ||||
4.43 | Senior Facilities Agreement, dated March 16, 2010, as amended and restated on March 26, 2010, February 15, 2011 and May 27, 2011, among Virgin Media Inc. as Ultimate Parent, Virgin Media Finance PLC as Parent, Virgin Media Investment Holdings Limited, Virgin Media Limited, Virgin Media Wholesale Limited, VMIH Sub Limited and Virgin Media SFA Finance Limited as Original Borrowers, BNP Paribas London Branch, Deutsche Bank AG, London Branch, Crédit Agricole Corporate and Investment Bank, GE Corporate Finance Bank SAS, Goldman Sachs International, J.P. Morgan PLC, Lloyds TSB Corporate Markets, Merrill Lynch International, The Royal Bank of Scotland plc and UBS Limited as Bookrunners and Mandated Lead Arrangers, Deutsche Bank AG, London Branch as Facility Agent, Deutsche Bank AG, London Branch as Security Trustee and the financial and other institutions named in it as Lenders (Incorporated by reference to Exhibit 4.7 to the Registration Statement on Form S-4 of Virgin Media Inc. as filed with the Securities and Exchange Commission on July 7, 2011). | ||||
4.44 | Additional Facility Accession Deed (Term Facility), dated as of May 20, 2011, among Deutsche Bank AG, London Branch as Facility Agent, the Additional Facility Lenders, Virgin Media Investment Holdings Limited, the Obligors' Agent, and the Original Borrowers. (Incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K of Virgin Media Inc. as filed with the Securities and Exchange Commission on May 23, 2011). | ||||
4.45 | Additional Facility Accession Deed (Revolving Facility), dated May 20, 2011, among Deutsche Bank AG, London Branch as Facility Agent, the Additional Facility Lenders, Virgin Media Investment Holdings Limited, the Obligors' Agent, and the Original Borrowers. (Incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K of Virgin Media Inc. as filed with the Securities and Exchange Commission on May 23, 2011). | ||||
4.46 | Indenture, dated as of March 13, 2012, among Virgin Media Finance PLC, Virgin Media Inc., Virgin Media Group LLC, Virgin Media Holdings Inc., Virgin Media (UK) Group, Inc., Virgin Media Communications Limited, Virgin Media Investment Holdings Limited, Virgin Media Investments Limited, The Bank of New York Mellon as trustee and paying agent and The Bank of New York Mellon (Luxembourg) S.A. as Luxembourg paying agent (Incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K of Virgin Media Inc. as filed with the Securities and Exchange Commission on March 13, 2012). | ||||
4.47 | Indenture, dated as of October 30, 2012, among Virgin Media Finance PLC, Virgin Media Inc., Virgin Media Group LLC, Virgin Media Holdings Inc., Virgin Media (UK) Group, Inc., Virgin Media Communications Limited, Virgin Media Investment Holdings Limited, Virgin Media Investments Limited, The Bank of New York Mellon as trustee and paying agent and The Bank of New York Mellon Luxembourg S.A. as Luxembourg paying agent (Incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K of Virgin Media Inc. as filed with the Securities and Exchange Commission on October 30, 2012). | ||||
10.1 | Amended and Restated Virgin Media 2004 Stock Incentive Plan (Incorporated by reference to Appendix A to the Proxy Statement of Virgin Media Holdings Inc. as filed with the Securities and Exchange Commission on April 8, 2004). | ||||
10.2 | Form of Non Qualified Stock Option Notice used for grants made by Virgin Media Holdings Inc. under the Amended and Restated Virgin Media 2004 Stock Incentive Plan (Incorporated by reference to Exhibit 10.3 to the Annual Report on Form 10-K of Virgin Media Inc. as filed with the Securities and Exchange Commission on February 29, 2008). | ||||
10.3 | Form of Incentive Stock Option Notice used for grants made by Virgin Media Holdings Inc. under the Amended and Restated Virgin Media 2004 Stock Incentive Plan (Incorporated by reference to Exhibit 10.4 to the Annual Report on Form 10-K of Virgin Media Inc. as filed with the Securities and Exchange Commission on February 29, 2008). | ||||
10.4 | Virgin Media Inc. 2004 Stock Incentive Plan, formerly known as the Telewest Global, Inc. 2004 Stock Incentive Plan (Incorporated by reference to Exhibit 4.5 to the Registration Statement on Form S-8 of Virgin Media Inc. as filed with the Securities and Exchange Commission on July 9, 2004). | ||||
10.5 | Form of Telewest Global, Inc.'s Non Qualified Stock Option Agreement (Incorporated by reference to Exhibit 10.15 to the Annual Report on Form 10-K of Virgin Media Inc. for the year ended December 31, 2004 as filed with the Securities and Exchange Commission on March 22, 2005). | ||||
10.6 | Form of Amendment to Nonqualified Stock Option Agreement (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Virgin Media Inc. as filed with the Securities and Exchange Commission on October 6, 2005). | ||||
10.7 | Form of Amendment to Nonqualified Stock Option Agreement, dated as of December 19, 2005 (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Virgin Media Inc. as filed with the Securities and Exchange Commission December 21, 2005). | ||||
10.8 | Virgin Media Inc. 2006 Stock Incentive Plan, as amended (Incorporated by reference to Exhibit 10.10 to the Quarterly Report on Form 10-Q of Virgin Media Inc. as filed with the Securities and Exchange Commission on August 9, 2006). | ||||
10.9 | Schedule to the Virgin Media Inc. 2006 Stock Incentive Plan relating to the Company Share Option Plan (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Virgin Media Inc. as filed with the Securities and Exchange Commission on January 13, 2010). |
10.10 | Form of Non-Qualified Stock Option Notice for U.K. employees used for grants made under Virgin Media Inc. 2006 Stock Incentive Plan (Incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q of Virgin Media Inc. as filed with the Securities and Exchange Commission on November 8, 2007). | ||||
10.11 | Form of Non-Qualified Stock Option Notice for non-executive directors used for grants made under Virgin Media Inc. 2006 Stock Incentive Plan (Incorporated by reference to Exhibit 10.3 to the Quarterly Report on Form 10-Q of Virgin Media Inc. as filed with the Securities and Exchange Commission on November 8, 2007). | ||||
10.12 | Form of Incentive Stock Option Notice used for grants made under Virgin Media Inc. 2006 Stock Incentive Plan (Incorporated by reference to Exhibit 10.5 to the Quarterly Report on Form 10-Q of Virgin Media Inc. as filed with the Securities and Exchange Commission on November 8, 2007). | ||||
10.13 | Form of Restricted Stock Unit Agreement used for grants made under the Virgin Media Inc. 2006 Stock Incentive Plan (Incorporated by reference to Exhibit 10.5 to the Quarterly Report on Form 10-Q of Virgin Media Inc. as filed with the Securities and Exchange Commission on August 4, 2010). | ||||
10.14 | Description of the 2010-2012 Virgin Media Inc. Long Term Incentive Plan (Incorporated by reference to Exhibit 10.23 to the Annual Report on Form 10-K of Virgin Media Inc. as filed with the Securities and Exchange Commission on February 26, 2010). | ||||
10.15 | Form of Restricted Stock Unit Agreement used for grants by Virgin Media Inc. to its executive officers pursuant to the 2010-2012 Long Term Incentive Plan (Incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K of Virgin Media Inc. as filed with the Securities and Exchange Commission on January 13, 2010). | ||||
10.16 | Form of Non-qualified Stock Option Notice used for grants by Virgin Media Inc. to its executive officers pursuant to the 2010-2012 Long Term Incentive Plan (Incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K of Virgin Media Inc. as filed with the Securities and Exchange Commission on January 13, 2010). | ||||
10.17 | Form of Incentive Stock Option Notice used for grants by Virgin Media Inc. to its executive officers pursuant to the 2010-2012 Long Term Incentive Plan (Incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K of Virgin Media Inc. as filed with the Securities and Exchange Commission on January 13, 2010). | ||||
10.18 | Form of Company Share Option Plan Option Certificate used for grants by Virgin Media Inc. to its executive officers pursuant to the 2010-2012 Long Term Incentive Plan (Incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K of Virgin Media Inc. as filed with the Securities and Exchange Commission on January 13, 2010). | ||||
10.19 | Virgin Media Inc. 2010 Stock Incentive Plan (Incorporated by reference to Appendix C to the Proxy Statement on Schedule 14A of Virgin Media Inc. as filed with the Securities and Exchange Commission on April 29, 2010). | ||||
10.20 | Schedule B to the Virgin Media Inc. 2010 Stock Incentive Plan - Joint Stock Ownership Plan. (Incorporated by reference to Exhibit 10.29 to the Annual Report on Form 10-K of Virgin Media Inc. as filed with the Securities and Exchange Commission on February 22, 2011). | ||||
10.21 | Form of Non-Qualified Stock Option Notice for U.K. employees used for grants made under Virgin Media Inc. 2010 Stock Incentive Plan. (Incorporated by reference to Exhibit 10.30 to the Annual Report on Form 10-K of Virgin Media Inc. as filed with the Securities and Exchange Commission on February 22, 2011). | ||||
10.22 | Form of Non-Qualified Stock Option Notice for non-executive directors used for grants made under Virgin Media Inc. 2010 Stock Incentive Plan. (Incorporated by reference to Exhibit 10.31 to the Annual Report on Form 10-K of Virgin Media Inc. as filed with the Securities and Exchange Commission on February 22, 2011). | ||||
10.23 | Form of Incentive Stock Option Notice used for grants made under Virgin Media Inc. 2010 Stock Incentive Plan. (Incorporated by reference to Exhibit 10.32 to the Annual Report on Form 10-K of Virgin Media Inc. as filed with the Securities and Exchange Commission on February 22, 2011). | ||||
10.24 | Form of Restricted Stock Unit Agreement used for grants made under the Virgin Media Inc. 2010 Stock Incentive Plan. (Incorporated by reference to Exhibit 10.33 to the Annual Report on Form 10-K of Virgin Media Inc. as filed with the Securities and Exchange Commission on February 22, 2011). | ||||
10.25 | Description of the 2011-2013 Virgin Media Inc. Long Term Incentive Plan. (Incorporated by reference to Exhibit 10.34 to the Annual Report on Form 10-K of Virgin Media Inc. as filed with the Securities and Exchange Commission on February 22, 2011). | ||||
10.26 | Joint Share Ownership Plan (JSOP) Trust Agreement dated as of January 28, 2011 between Virgin Media Inc. as grantor and Christiana Trust, a division of Wilmington Savings Fund Society, as trustee. (Incorporated by reference to Exhibit 10.35 to the Annual Report on Form 10-K of Virgin Media Inc. as filed with the Securities and Exchange Commission on February 22, 2011). | ||||
10.27 | Trustee Joint Share Ownership Agreement relating to the Virgin Media Inc. 2010 Stock Incentive Plan dated as of January 28, 2011 between Virgin Media Inc. and Christiana Trust, a division of Wilmington Savings Fund Society. (Incorporated by reference to Exhibit 10.36 to the Annual Report on Form 10-K of Virgin Media Inc. as filed with the Securities and Exchange Commission on February 22, 2011). | ||||
10.28 | Form of Employee Joint Ownership Agreement relating to the Virgin Media Inc. 2010 Stock Incentive Plan. (Incorporated by reference to Exhibit 10.37 to the Annual Report on Form 10-K of Virgin Media Inc. as filed with the Securities and Exchange Commission on February 22, 2011). | ||||
10.29 | Form of Restricted Stock Unit Agreement (JSOP Supplementary Award) used for grants made under the Virgin Media Inc. Joint Share Ownership Plan. (Incorporated by reference to Exhibit 10.38 to the Annual Report on Form 10-K of Virgin Media Inc. as filed with the Securities and Exchange Commission on February 22, 2011). | ||||
10.30 | Form of Restricted Stock Unit Agreement used for grants made under the Virgin Media Inc. 2011-2013 Long Term Incentive Plan. (Incorporated by reference to Exhibit 10.39 to the Annual Report on Form 10-K of Virgin Media Inc. as filed with the Securities and Exchange Commission on February 22, 2011). | ||||
10.31 | Form of Non-qualified Stock Option Notice used for grants made under the Virgin Media Inc. 2011-2013 Long Term Incentive Plan. (Incorporated by reference to Exhibit 10.40 to the Annual Report on Form 10-K of Virgin Media Inc. as filed with the Securities and Exchange Commission on February 22, 2011). | ||||
10.32 | Form of Incentive Stock Option Notice used for grants made under the Virgin Media Inc. 2011-2013 Long Term Incentive Plan. (Incorporated by reference to Exhibit 10.41 to the Annual Report on Form 10-K of Virgin Media Inc. as filed with the Securities and Exchange Commission on February 22, 2011). | ||||
10.33 | Form of Performance Share Agreement used for grants made under the Virgin Media Inc. 2011-2013 Long Term Incentive Plan. (Incorporated by reference to Exhibit 10.42 to the Annual Report on Form 10-K of Virgin Media Inc. as filed with the Securities and Exchange Commission on February 22, 2011). | ||||
10.34 | Form of Company Share Option Plan (CSOP) Option Certificate used for grants made under the Virgin Media Inc. 2011-2013 Long Term Incentive Plan and under the Joint Share Ownership Plan. (Incorporated by reference to Exhibit 10.43 to the Annual Report on Form 10-K of Virgin Media Inc. as filed with the Securities and Exchange Commission on February 22, 2011). | ||||
10.35 | Description of the 2012-2014 Virgin Media Inc. Long Term Incentive Plan (Incorporated by reference to Exhibit 10.42 to the Annual Report on Form 10-K of Virgin Media Inc. as filed with the Securities and Exchange Commission on February 21, 2012). |
10.36 | Form of Restricted Stock Unit Agreement used for grants made under the Virgin Media Inc. 2012-2014 Long Term Incentive Plan (Incorporated by reference to Exhibit 10.43 to the Annual Report on Form 10-K of Virgin Media Inc. as filed with the Securities and Exchange Commission on February 21, 2012). | ||||
10.37 | Form of Non-qualified Stock Option Notice used for grants made under the Virgin Media Inc. 2012-2014 Long Term Incentive Plan (Incorporated by reference to Exhibit 10.44 to the Annual Report on Form 10-K of Virgin Media Inc. as filed with the Securities and Exchange Commission on February 21, 2012). | ||||
10.38 | Form of Performance Share Agreement used for grants made under the Virgin Media Inc. 2012-2014 Long Term Incentive Plan (Incorporated by reference to Exhibit 10.45 to the Annual Report on Form 10-K of Virgin Media Inc. as filed with the Securities and Exchange Commission on February 21, 2012). | ||||
10.39 | Form of Company Share Option Plan (CSOP) Option Certificate used for grants made under the Virgin Media Inc. 2012-2014 Long Term Incentive Plan (Incorporated by reference to Exhibit 10.46 to the Annual Report on Form 10-K of Virgin Media Inc. as filed with the Securities and Exchange Commission on February 21, 2012). | ||||
10.40 | Description of Change in Treatment of Employer National Insurance with Respect to Stock Option Awards (Incorporated by reference to Exhibit 10.16 to the Quarterly Report on Form 10-Q of Virgin Media Inc. as filed with the Securities and Exchange Commission on October 29, 2009). | ||||
10.41 | Description of the Virgin Media Inc. 2012 Bonus Scheme (Incorporated by reference to Exhibit 10.46 to the Annual Report on Form 10-K of Virgin Media Inc. as filed with the Securities and Exchange Commission on February 22, 2011). | ||||
10.42 | Virgin Media Sharesave Plan (Incorporated by reference to Exhibit 10.5 to the Quarterly Report on Form 10-Q of Virgin Media Inc. as filed with the Securities and Exchange Commission on May 6, 2009). | ||||
10.43 | Description of the 2013-2015 Virgin Media Inc. Long Term Incentive Plan (Incorporated by reference to Exhibit 10.43 to the Annual Report on the Original Form 10-K of Virgin Media Inc. as filed with the Securities and Exchange Commission on February 7, 2013). | ||||
10.44 | Form of Restricted Stock Unit Agreement used for grants made under the Virgin Media Inc. 2013-2015 Long Term Incentive Plan. (Incorporated by reference to Exhibit 10.44 to the Annual Report on the Original Form 10-K of Virgin Media Inc. as filed with the Securities and Exchange Commission on February 7, 2013). | ||||
10.45 | Form of Non-qualified Stock Option Notice used for grants made under the Virgin Media Inc. 2013-2015 Long Term Incentive Plan. (Incorporated by reference to Exhibit 10.45 to the Annual Report on the Original Form 10-K of Virgin Media Inc. as filed with the Securities and Exchange Commission on February 7, 2013). | ||||
10.46 | Form of Performance Share Agreement used for grants made under the Virgin Media Inc. 2013-2014 Long Term Incentive Plan. (Incorporated by reference to Exhibit 10.46 to the Annual Report on the Original Form 10-K of Virgin Media Inc. as filed with the Securities and Exchange Commission on February 7, 2013). | ||||
10.47 | Description of the Virgin Media Inc. 2013 Bonus Scheme. (Incorporated by reference to Exhibit 10.47 to the Annual Report on the Original Form 10-K of Virgin Media Inc. as filed with the Securities and Exchange Commission on February 7, 2013). | ||||
10.48 | Virgin Media Inc. Deferred Compensation Plan for Directors dated December 11, 2008 (Incorporated by reference to Exhibit 10.18 to the Annual Report on Form 10-K of Virgin Media Inc. as filed with the Securities and Exchange Commission on February 26, 2009). | ||||
10.49 | Service Agreement, dated as of July 3, 2009, between Virgin Media Limited and Neil A. Berkett (Incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K of Virgin Media Inc. as filed with the Securities and Exchange Commission on July 7, 2009). | ||||
10.50 | Amendment Letter, dated April 26, 2010, between Virgin Media Inc. and Neil A. Berkett, relating to the Service Agreement, dated as of July 3, 2009 (Incorporated by reference to Exhibit 10.4 to the Quarterly Report on Form 10-Q of Virgin Media Inc. as filed with the Securities and Exchange Commission on August 4, 2010). | ||||
10.51 | Amendment Letter, dated December 8, 2010, between Virgin Media Inc. and Neil A. Berkett relating to the Service Agreement, dated as of July 3, 2009. (Incorporated by reference to Exhibit 10.58 to the Annual Report on Form 10-K of Virgin Media Inc. as filed with the Securities and Exchange Commission on February 22, 2011). | ||||
10.52 | Restricted Stock Agreement, dated as of July 3, 2009, between Virgin Media Inc. and Neil Berkett (Incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K of Virgin Media Inc. as filed with the Securities and Exchange Commission on July 7, 2009). | ||||
10.53 | Service Agreement, dated as of September 16, 2009, between Virgin Media Limited and Eamonn O'Hare (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Virgin Media Inc. as filed with the Securities and Exchange Commission on September 18, 2009). | ||||
10.54 | Non-Qualified Stock Option Notice, dated as of September 16, 2009, between Virgin Media Inc. and Eamonn O'Hare (Incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K of Virgin Media Inc. as filed with the Securities and Exchange Commission on September 18, 2009). | ||||
10.55 | Service Agreement, dated as of July 10, 2009, between Virgin Media Limited and Andrew Barron (Incorporated by reference to Exhibit 10.11 to the Quarterly Report on Form 10-Q of Virgin Media Inc. as filed with the Securities and Exchange Commission on August 7, 2009). | ||||
10.56 | Amendment Letter, dated as of December 16, 2009, relating to the Service Agreement, dated as of July 10, 2009, between Virgin Media Limited and Andrew Barron (Incorporated by reference to Exhibit 10.48 to the Annual Report on Form 10-K of Virgin Media Inc. as filed with the Securities and Exchange Commission on February 26, 2010). | ||||
10.57 | Amendment Letter, dated as of April 1, 2011, relating to the Service Agreement, dated as of July 10, 2009, between Virgin Media Limited and Andrew Barron. (Incorporated by reference to Exhibit 10.13 to the Quarterly Report on Form 10-Q of Virgin Media Inc. as filed with the Securities and Exchange Commission on May 5, 2011). | ||||
10.58 | Amendment Letter, date as of January 29, 2013, relating to the Service Agreement, dated as of July 10, 2009 between Virgin Media Limited and Andrew Barron (Incorporated by reference to Exhibit 10.58 to the Annual Report on the Original Form 10-K of Virgin Media Inc. as filed with the Securities and Exchange Commission on February 7, 2013). | ||||
10.59 | Service Agreement, dated as of July 31, 2009, between Virgin Media Limited and Paul Buttery. (Incorporated by reference to Exhibit 10.56 to the Annual Report on Form 10-K of Virgin Media Inc. as filed with the Securities and Exchange Commission on February 26, 2010). | ||||
10.60 | Amendment Letter, dated as of December 15, 2009, relating to the Service Agreement, dated as of July 31, 2009, between Virgin Media Limited and Paul Buttery (Incorporated by reference to Exhibit 10.57 to the Annual Report on Form 10-K of Virgin Media Inc. as filed with the Securities and Exchange Commission on February 26, 2010). |
10.61 | Amendment Letter, dated as of April 1, 2011, relating to the Service Agreement, dated as of July 31, 2009, between Virgin Media Limited and Paul Buttery. (Incorporated by reference to Exhibit 10.14 to the Quarterly Report on Form 10-Q of Virgin Media Inc. as filed with the Securities and Exchange Commission on May 5, 2011). | ||||
10.62 | Service Agreement, dated as of July 31, 2009, between Virgin Media Limited and Robert Gale (Incorporated by reference to Exhibit 10.13 to the Quarterly Report on Form 10-Q of Virgin Media Inc. as filed with the Securities and Exchange Commission on August 7, 2009). | ||||
10.63 | Amendment Letter, dated June 28, 2010, between Virgin Media Limited and Robert Gale, relating to the Service Agreement, dated as of July 31, 2009 (Incorporated by reference to Exhibit 10.7 to the Quarterly Report on Form 10-Q of Virgin Media Inc. as filed with the Securities and Exchange Commission on August 4, 2010). | ||||
10.64 | Consulting Agreement, dated as of the December 8, 2009, between Virgin Media Inc. and James Chiddix. (Incorporated by reference to Exhibit 10.77 to the Annual Report on Form 10-K of Virgin Media Inc. as filed with the Securities and Exchange Commission on February 26, 2010). | ||||
10.65 | Form of Indemnity Agreement entered into with Directors and Executive Officers, as supplemented by Form of Amendment No. 1A and Form of Amendment 1B (Incorporated by reference to Exhibit 10.40 to the Annual Report on Form 10-K of Virgin Media Inc. as filed with the Securities and Exchange Commission on March 1, 2007). | ||||
10.66 | Investment Agreement, dated as of April 13, 2006, between NTL Incorporated and Virgin Entertainment Investment Holdings Limited (Incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q of Virgin Media Inc. as filed with the Securities and Exchange Commission on August 9, 2006). | ||||
10.67 | Trade Mark License, dated as of April 3, 2006, between Virgin Enterprises Limited and NTL Group Limited (Incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q of Virgin Media Inc. as filed with the Securities and Exchange Commission on August 9, 2006). | ||||
10.68 | Amendment Letter No. 1, effective February 8, 2007, to the Trade Mark License between Virgin Enterprises Limited and Virgin Media Limited dated April 3, 2006 (Incorporated by reference to Exhibit 10.5 to the Quarterly Report on Form 10-Q of Virgin Media Inc. as filed with the Securities and Exchange Commission on August 8, 2007). | ||||
10.69 | Amendment Letter No. 2, dated as of October 1, 2007, to the Trade Mark License between Virgin Enterprises Limited and Virgin Media Limited dated April 3, 2006 (Incorporated by reference to Exhibit 10.6 to the Quarterly Report on Form 10-Q of Virgin Media Inc. as filed with the Securities and Exchange Commission on November 8, 2007). | ||||
10.70 | Trade Mark License between Virgin Enterprises Limited and Virgin Media Limited dated December 16, 2009 (Incorporated by reference to Exhibit 10.83 to the Annual Report on Form 10-K of Virgin Media Inc. as filed with the Securities and Exchange Commission on February 26, 2010). | ||||
10.71 | Letter Agreement, dated as of April 3, 2006, between NTL Incorporated and Virgin Enterprises Limited relating to Virgin Enterprises Limited's right to propose a candidate to serve on the NTL Incorporated board of directors (Incorporated by reference to Exhibit 10.3 to the Quarterly Report on Form 10-Q of Virgin Media Inc. as filed with the Securities and Exchange Commission on August 9, 2006). | ||||
10.72 | Form of Capped Call Confirmation (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Virgin Media Inc., as filed with the Securities and Exchange Commission on October 27, 2010). | ||||
12.1 | Computation of Ratio of Earnings to Fixed Charges (Incorporated by reference to Exhibit 12.1 to the Annual Report on the Original Form 10-K of Virgin Media Inc. as filed with the Securities and Exchange Commission on February 7, 2013). | ||||
14.1 | Code of Ethics for the registrant and the additional registrants. (Incorporated by reference to Exhibit 14.1 to the Annual Report on Form 10-K of Virgin Media Inc. as filed with the Securities and Exchange Commission on February 22, 2011). | ||||
21.1 | List of subsidiaries of the registrant. (Incorporated by reference to Exhibit 21.1 to the Annual Report on the Original Form 10-K of Virgin Media Inc. as filed with the Securities and Exchange Commission on February 7, 2013). | ||||
23.1 | Consent of Ernst & Young LLP for Virgin Media Inc. (Incorporated by reference to Exhibit 23.1 to the Annual Report on Form 10-K/A Amendment No. 1 of Virgin Media Inc. as filed with the Securities and Exchange Commission on February 7, 2013). | ||||
23.2 | Consent of Ernst & Young LLP for Virgin Media Investment Holdings Limited. (Incorporated by reference to Exhibit 23.2 to the Annual Report on Form 10-K/A Amendment No. 1 of Virgin Media Inc. as filed with the Securities and Exchange Commission on February 7, 2013). | ||||
23.3 | Consent of Ernst & Young LLP for Virgin Media Investments Limited. (Incorporated by reference to Exhibit 23.3 to the Annual Report on Form 10-K/A Amendment No. 1 of Virgin Media Inc. as filed with the Securities and Exchange Commission on February 7, 2013). | ||||
31.1* | Certification of Chief Executive Officer, pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended. | ||||
31.2* | Certification of Chief Financial Officer, pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended. | ||||
32.1* | Certification of Chief Executive Officer and Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | ||||
†101.INS | XBRL Instance Document (Incorporated by reference to Exhibit 101.INS to the Annual Report on Form 10-K of Virgin Media Inc. as filed with the Securities and Exchange Commission on February 7, 2013). | ||||
†101.SCH | XBRL Taxonomy Extension Schema Document (Incorporated by reference to Exhibit 101.SCH to the Annual Report on Form 10-K of Virgin Media Inc. as filed with the Securities and Exchange Commission on February 7, 2013). | ||||
†101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document (Incorporated by reference to Exhibit 101.CAL to the Annual Report on Form 10-K of Virgin Media Inc. as filed with the Securities and Exchange Commission on February 7, 2013). | ||||
†101.DEF | XBRL Taxonomy Extension Definition Linkbase Document (Incorporated by reference to Exhibit 101.DEF to the Annual Report on Form 10-K of Virgin Media Inc. as filed with the Securities and Exchange Commission on February 7, 2013). | ||||
†101.LAB | XBRL Taxonomy Extension Label Linkbase Document (Incorporated by reference to Exhibit 101.LAB to the Annual Report on Form 10-K of Virgin Media Inc. as filed with the Securities and Exchange Commission on February 7, 2013). | ||||
†101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document (Incorporated by reference to Exhibit 101.PRE to the Annual Report on Form 10-K of Virgin Media Inc. as filed with the Securities and Exchange Commission on February 7, 2013). |
* | Filed herewith. | ||||
† | Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections. |
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