Virgin Media 2006 Annual Report Download

Download and view the complete annual report

Please find the complete 2006 Virgin Media annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.

Page out of 276

  • 1
  • 2
  • 3
  • 4
  • 5
  • 6
  • 7
  • 8
  • 9
  • 10
  • 11
  • 12
  • 13
  • 14
  • 15
  • 16
  • 17
  • 18
  • 19
  • 20
  • 21
  • 22
  • 23
  • 24
  • 25
  • 26
  • 27
  • 28
  • 29
  • 30
  • 31
  • 32
  • 33
  • 34
  • 35
  • 36
  • 37
  • 38
  • 39
  • 40
  • 41
  • 42
  • 43
  • 44
  • 45
  • 46
  • 47
  • 48
  • 49
  • 50
  • 51
  • 52
  • 53
  • 54
  • 55
  • 56
  • 57
  • 58
  • 59
  • 60
  • 61
  • 62
  • 63
  • 64
  • 65
  • 66
  • 67
  • 68
  • 69
  • 70
  • 71
  • 72
  • 73
  • 74
  • 75
  • 76
  • 77
  • 78
  • 79
  • 80
  • 81
  • 82
  • 83
  • 84
  • 85
  • 86
  • 87
  • 88
  • 89
  • 90
  • 91
  • 92
  • 93
  • 94
  • 95
  • 96
  • 97
  • 98
  • 99
  • 100
  • 101
  • 102
  • 103
  • 104
  • 105
  • 106
  • 107
  • 108
  • 109
  • 110
  • 111
  • 112
  • 113
  • 114
  • 115
  • 116
  • 117
  • 118
  • 119
  • 120
  • 121
  • 122
  • 123
  • 124
  • 125
  • 126
  • 127
  • 128
  • 129
  • 130
  • 131
  • 132
  • 133
  • 134
  • 135
  • 136
  • 137
  • 138
  • 139
  • 140
  • 141
  • 142
  • 143
  • 144
  • 145
  • 146
  • 147
  • 148
  • 149
  • 150
  • 151
  • 152
  • 153
  • 154
  • 155
  • 156
  • 157
  • 158
  • 159
  • 160
  • 161
  • 162
  • 163
  • 164
  • 165
  • 166
  • 167
  • 168
  • 169
  • 170
  • 171
  • 172
  • 173
  • 174
  • 175
  • 176
  • 177
  • 178
  • 179
  • 180
  • 181
  • 182
  • 183
  • 184
  • 185
  • 186
  • 187
  • 188
  • 189
  • 190
  • 191
  • 192
  • 193
  • 194
  • 195
  • 196
  • 197
  • 198
  • 199
  • 200
  • 201
  • 202
  • 203
  • 204
  • 205
  • 206
  • 207
  • 208
  • 209
  • 210
  • 211
  • 212
  • 213
  • 214
  • 215
  • 216
  • 217
  • 218
  • 219
  • 220
  • 221
  • 222
  • 223
  • 224
  • 225
  • 226
  • 227
  • 228
  • 229
  • 230
  • 231
  • 232
  • 233
  • 234
  • 235
  • 236
  • 237
  • 238
  • 239
  • 240
  • 241
  • 242
  • 243
  • 244
  • 245
  • 246
  • 247
  • 248
  • 249
  • 250
  • 251
  • 252
  • 253
  • 254
  • 255
  • 256
  • 257
  • 258
  • 259
  • 260
  • 261
  • 262
  • 263
  • 264
  • 265
  • 266
  • 267
  • 268
  • 269
  • 270
  • 271
  • 272
  • 273
  • 274
  • 275
  • 276

FORM 10−K
VIRGIN MEDIA INVESTMENT HOLDINGS LTD − VMED
Filed: March 01, 2007 (period: December 31, 2006)
Annual report which provides a comprehensive overview of the company for the past year

Table of contents

  • Page 1
    FORM 10âˆ'K VIRGIN MEDIA INVESTMENT HOLDINGS LTD âˆ' VMED Filed: March 01, 2007 (period: December 31, 2006) Annual report which provides a comprehensive overview of the company for the past year

  • Page 2
    ...Statements and Supplementary Data Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure Item 9A. Controls and Procedures Item 9B. Other Information PART III Item 10. Directors, Executive Officers and Corporate Governance Item 11. Executive Compensation Item 12...

  • Page 3
    ...AGREEMENT ENTERED INTO WITH DIRECTORS AND EXECUTIVE OFFICERS) EXâˆ'12.1 (COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES.) EXâˆ'21.1 (LIST OF SUBSIDIARIES OF THE REGISTRANT.) EXâˆ'23.1 (CONSENT OF ERNST &YOUNG LLP) EXâˆ'23.2 (CONSENT OF ERNST &YOUNG LLP) EXâˆ'31.1 (CERTIFICATION OF CHIEF EXECUTIVE...

  • Page 4
    ... New York, New York (Address of Principal Executive Office) 59âˆ'3778247 (I.R.S. Employer Identification No.) 10022 (Zip Code) (212) 906âˆ'8440 (Registrant's telephone number, including area code) Securities registered pursuant to Section 12(g) of the Act: Common Stock, par value $0.01 per share...

  • Page 5
    Source: VIRGIN MEDIA INVESTM, 10âˆ'K, March 01, 2007

  • Page 6
    ... Supplementary Data Changes in and Disagreements with Accountants on Accounting and Financial Disclosure Controls and Procedures Other Information Directors, Executive Officers and Corporate Governance Executive Compensation Security Ownership of Certain Beneficial Owners and Management and Related...

  • Page 7
    ... acquisition of Virgin Mobile; • rates of success in executing, managing and integrating key acquisitions, including the merger with Telewest and the acquisition of Virgin Mobile; • the ability to achieve business plans for the combined company; • the ability to fund debt service obligations...

  • Page 8
    ... they existed prior to the merger with NTL in March 2006. Note Concerning VMIH This annual report on Form 10âˆ'K (excepting financial statements responsive to Part IV, Item 15) covers both Virgin Media Inc. and Virgin Media Investment Holdings Limited ("VMIH''), an English company with an address at...

  • Page 9
    ... financial statements of Virgin Media Inc. On July 4, 2006, we acquired 100% of the outstanding shares and options of Virgin Mobile Holdings (UK) plc, or Virgin Mobile, through a U.K. Scheme of Arrangement. On February 6, 2007, we changed the name of our corporate parent from NTL Incorporated...

  • Page 10
    ... Media Investment Holdings Limited is the principal borrower under our senior credit facility. Virgin Media Limited is one of our principal operating companies, although significant portions of our operations are conducted through its subsidiaries. Virgin Mobile Holdings (UK) Limited was acquired...

  • Page 11
    ... popular residential broadband and payâˆ'asâˆ'youâˆ'go mobile provider and the second largest provider in the U.K. of pay television and fixed line telephone services. Virgin Media Television, or Virgin Media TV, and ntl:Telewest Business also operate under the Virgin Media umbrella. Virgin Media TV...

  • Page 12
    ..., broadband and fixed line telephone services; - Virgin Mobile has award winning customer service; and - the total purchase price was £952.2 million, including common stock valued at £518.8 million, cash of £418.2 million and transaction costs. • Licensing the name "Virgin Media" from Virgin...

  • Page 13
    ...over existing digital subscriber lines, or DSL, technology without significant capital investment in their network. Multiâˆ'Service Bundles Virgin Media was the first U.K. provider of a residential "tripleâˆ'play" offering of television, broadband and fixed line telephone services. Our packaging and...

  • Page 14
    ... not need to wait for scheduled start times. Digital Video Recorders and High Definition Television We also offer one of the most advanced fullyâˆ'supported digital video recorders, or DVRs, for a premium monthly rental option. The Virgin Media DVR box, which is called the "V+ Box", is available to...

  • Page 15
    ... packages include "Talk Plans" that enable customers to make unlimited local and national calls for a fixed monthly fee in addition to the standard line rental. As of December 31, 2006, we provided telephone services to approximately 4.1 million residential customers. We also provide phone service...

  • Page 16
    ... Virgin Media and will offer a retail point of sale for Virgin TV, Virgin Broadband and Virgin Phone services alongside Virgin Mobile. These sales channels are supported by direct marketing initiatives and national and regional television and press advertising. We use our residential customer...

  • Page 17
    ... Services: As an overlay to network products, we also offer applications and services, which drive additional value from customer's communications infrastructure. Examples such as IP CCTV rollâˆ'out in the public sector also deliver socioeconomic benefits within communities. 13 Source: VIRGIN MEDIA...

  • Page 18
    ...Virgin Mobile's successful business philosophy is centered around five key strengths: a strong brand; a capitalâˆ'light business model; a differentiated approach to the market; awardâˆ'winning customer service; and a strong management team. Virgin Mobile offers a broad range of mobile communications...

  • Page 19
    ... hub sites, points of presence, repeater nodes or other types of network sites, and facilities at over 150 radio sites. Our local access networks deliver internet, fixed line telephone and digital and analog television services to our customers' homes and businesses. Our access network is comprised...

  • Page 20
    ... all of our broadband, digital television and fixed line telephone services. We cannot however currently provide all three of the main services on some older parts of the network. In 2006, we continued a cable network upgrade program targeting more than half a million homes in the London area, where...

  • Page 21
    ... mobile calls outside the home. BT Vision offers a Freeview plus an IPâˆ'based pay television service, although the service has limited content. • British Sky Broadcasting Group plc. BSkyB, a longâˆ'time competitor in the pay television market, launched a broadband and fixed line telephone service...

  • Page 22
    ... Top Up TV software. Currently a limited number of residential customers can receive DTV over BT's ADSL lines. Video Networks Limited (bought by Tiscali in 2006), under the brand name HomeChoice, supplies this service, including video on demand, to customers in parts of the London metropolitan area...

  • Page 23
    ... offer free calls "on net," i.e. between users of the same service, but charge for calls made to normal phone numbers either on a flat monthly rate for unlimited calls (typically restricted to geographic calls) or on a pence per minute rate. Business The U.K. business telecommunications market...

  • Page 24
    ... the network to enable applications and solutions, accept higher price points in exchange for consistent delivery and performance against service level agreements. Mobile Segment Virgin Mobile faces direct competition from mobile network operators and other mobile virtual network operators. Its key...

  • Page 25
    ... provide the continuation of Virgin Media TV and UKTV leverage in growing its market share of advertising revenue. sitâˆ'up sells a wide range of products, including electronics, jewellery, clothing and home furnishings through its innovative retail shopping channels. Consequently, it competes with...

  • Page 26
    ... within our onâˆ'demand services, we are taking active steps to promote and support European film and TV production. In July 2006, the European Commission issued a proposal for regulation of international mobile roaming within the EU. The proposal included regulation that would impose a price cap on...

  • Page 27
    ...toâˆ'date price and tariff information • a requirement to provide itemized billing on request from each customer. In addition to the General Conditions of Entitlement, Ofcom imposes further conditions on providers of electronic communications networks or services who have significant market power...

  • Page 28
    ... manages and sells network services to competitors and the rest of BT on the same terms and conditions (including prices) and in accordance with the same processes. The outcome of the TSR is expected to create further commercial opportunities for new entrants in markets across the communications...

  • Page 29
    ... are based on a percentage, set by Ofcom, of revenues from advertising, sponsorship, subscriptions and interactive services, with special rules applying to shopping channels. In October 2006, Ofcom commenced a review of the various ways and the terms on which operators of digital TV platforms in the...

  • Page 30
    ... Enterprise Act, individuals who cause, encourage, participate in or, in some cases, even those who have knowledge of, the making of agreements between competitors which are designed to fix prices, share markets, limit supply or production or rig bids in the U.K., can be prosecuted and punished with...

  • Page 31
    ... the "Virgin'' name for the TV, broadband internet, telephone and mobile phone services we provide to our residential customers, as well as the acquisition and branding of sports, movies and other premium television content and the sale of certain communications equipment, such as set top boxes and...

  • Page 32
    ... a fixed fee to subscribers who otherwise receive Freeview and have purchased a Top Up TV setâˆ'top box. This year, BT Vision launched a PC download service of video on demand home entertainment content over a broadband connection. BSkyB and others offer a similar service. 28 Source: VIRGIN MEDIA...

  • Page 33
    ...to customers over our network and poor fault management; • stricter customer credit policies as a result of the alignment of the historical policies of NTL and Telewest; • the availability of competing services, such as the digital satellite services offered by BSkyB, the freeâˆ'toâˆ'air digital...

  • Page 34
    ... our businesses cannot be predicted. The internet, television, fixed line telephone and mobile telephone services sectors are characterized by rapid and significant changes in technology. The effect of future technological changes on our business cannot be predicted. It is possible that products or...

  • Page 35
    ... We buy BSkyB wholesale premium content on the basis of BSkyB's rate card terms and pricing, which can be changed on 30 days' notice, and not under a contract. Our agreement with BSkyB to purchase its basic channels expired on February 28, 2007. As of the date of this annual report, no new agreement...

  • Page 36
    ... competitors, such as changes relating to third party access to cable networks, the costs of interconnection with other networks or the prices of competing products and services, could adversely affect our ability to set prices, enter new markets or control costs. We are subject to tax in more than...

  • Page 37
    ... these new products and services fail to perform as expected or should they fail to gain market acceptance, our results of operations may be negatively impacted. Virgin Mobile relies on Tâˆ'Mobile's network to carry its communications traffic. Virgin Mobile relies on its longâˆ'term agreement with...

  • Page 38
    ... sales of our products and services. Our stores may not perform successfully. We depend on the ability to attract and retain key personnel without whom we may not be able to manage our business lines effectively. We operate in a number of rapidly changing technologically advanced markets that will...

  • Page 39
    ... or difficulties encountered in connection with the merger and acquisition and the integration of the companies' operations could result in the disruption of our ongoing businesses or inconsistencies in the standards, controls, product offerings, level of customer service, procedures and policies of...

  • Page 40
    ..., thereby reducing the funds available for other purposes; • the ability to obtain additional financing in the future for working capital, capital expenditures, product development, acquisitions or general corporate purposes may be impaired; 36 Source: VIRGIN MEDIA INVESTM, 10âˆ'K, March...

  • Page 41
    ... to competitive technological and other changes may be limited; • the substantial degree of leverage could make us more vulnerable in the event of a downturn in general economic conditions or adverse developments in our business; and • we may be exposed to risks inherent in interest rate and...

  • Page 42
    ... and the market for telecommunications stocks, changes in capital markets that affect the perceived availability of capital to communications companies, governmental legislation or regulation, currency and exchange rate fluctuations, as well as general 38 Source: VIRGIN MEDIA INVESTM, 10âˆ'K, March...

  • Page 43
    .... Sales of the company's common stock, and the possibility of these sales, could make it more difficult for the company to sell equity, or equity related securities, in the future at a time, and price, that it considers appropriate. Provisions of our debt agreements, our stockholder rights plan, our...

  • Page 44
    ... financial position, results of operation or cash flow. In 2004, Owl Creek Asset Management L.P. and JMB Capital Partners, L.P. filed a complaint in the Supreme Court of the State of New York seeking to hold our subsidiary, Virgin Media Holdings Inc. (formerly NTL Holdings Inc.), and PTV Inc. (NTL...

  • Page 45
    ...Common Equity Related Stockholder Matters and Issuer Purchases of Equity Securities (a) Market Information Our shares are traded on the Nasdaq National Market under the symbol "VMED" (formerly traded as "NTLI"). The following table sets forth the reported high low price per share of our common stock...

  • Page 46
    ...in a transaction that was accounted for as a reverse acquisition. The new holding company, Telewest Global, Inc., changed its name to NTL Incorporated on March 3, 2006. From March 6, 2006, share prices reflect the market price for that company, which was renamed Virgin Media Inc. on February 6, 2007...

  • Page 47
    ...of Virgin Mobile Holdings (UK) plc, or Virgin Mobile, through a U.K. Scheme of Arrangement. Virgin Mobile is the largest mobile virtual network operator in the United Kingdom, with approximately 4.5 million customers. On March 3, 2006, NTL merged with a subsidiary of Telewest, which changed its name...

  • Page 48
    ... hand, our working capital facility. In addition, we used part of the net proceeds as interâˆ'company funding to one of our subsidiaries and the balance for general corporate purposes. We have a number of stockâˆ'based employee compensation plans. Effective January 1, 2003, we adopted the fair value...

  • Page 49
    ...2006 Reorganized Company 2005 Reorganized Company 2003 Reorganized Company 2002 Predecessor Company Balance Sheet Data: Cash, cash equivalents and marketable securities Working capital Fixed assets Total assets Long term debt(1) Shareholders' equity (deficit) Dividends declared per common share...

  • Page 50
    ... popular residential broadband and payâˆ'asâˆ'youâˆ'go mobile provider and the second largest provider in the U.K. of pay television and fixed line telephone services. Virgin Media Television, or Virgin Media TV, and ntl:Telewest Business also operate under the Virgin Media umbrella. Virgin Media TV...

  • Page 51
    ...to telephone services; • television programming costs; • costs of maintaining our cable network infrastructure; • payroll and other employeeâˆ'related costs; • marketing and selling costs; • facility related costs, such as rent, utilities and rates; and • allowances for doubtful accounts...

  • Page 52
    ... as a reverse acquisition of Telewest using the purchase method. In connection with this transaction, Telewest changed its name to NTL Incorporated, and has since changed its name to Virgin Media Inc. The total purchase price was £3.5 billion, including cash of £2.3 billion, common stock valued at...

  • Page 53
    ... and upgrading our network, investing in new customer acquisitions, and offering new services. If we do not continue to invest in our network and in new technologies, our ability to retain and acquire customers may be hindered. Therefore, our liquidity and the availability of cash to fund capital...

  • Page 54
    ... there is a limited supply of content available and an increasing number of digital channels in the U.K., Virgin Media TV may experience an increase in the cost of programming. Seasonality. Our Content segment incurs increased costs in the fourth quarter of each year due to the need to provide...

  • Page 55
    ... accounting for these acquisitions may change as additional information becomes available regarding the assets acquired and liabilities assumed. In particular, liabilities in relation to tax exposures or liabilities to restructure the preâˆ'acquisition businesses of NTL, Telewest and Virgin Mobile...

  • Page 56
    ... known. Accordingly, the accounting estimates used to compute the provision for income taxes have and will change as new events occur, as more experience is acquired, as additional information is obtained and our tax environment changes. Fixed Assets Labor and overhead costs directly related to the...

  • Page 57
    ... financial statements tax positions taken or expected to be taken on a tax return, including a decision whether to file or not to file in a particular jurisdiction. FIN 48 is effective for fiscal years beginning after December 15, 2006. If there are changes in net assets as a result of application...

  • Page 58
    ... of NTL and Telewest and increased stock based compensation expense offset by savings from lower employee related costs as a result of involuntary employee terminations in the year ended December 31, 2006. In January 2007, we began the extensive marketing campaign behind our new Virgin Media rebrand...

  • Page 59
    ...and related fair value adjustment to the property and equipment acquired, and to the acquisition of Virgin Mobile. Excluding the impact of the reverse acquisition of Telewest and of the acquisition of Virgin Mobile, depreciation expense has decreased due to the absence of depreciation on some assets...

  • Page 60
    ... Telewest and the acquisition of Virgin Mobile, and changes in timing of interest payments. Loss on extinguishment of debt For the year ended December 31, 2006, loss on extinguishment of debt was £32.8 million, and relates primarily to the write off of deferred financing costs on the senior credit...

  • Page 61
    ... operations per share, since the inclusion of such options and warrants is antiâˆ'dilutive. Segment Information A description of the products and services, as well as yearâˆ'toâˆ'date financial data, for each segment can be found below in note 20 to Virgin Media's consolidated financial statements...

  • Page 62
    ... 31, 2006, pro forma revenue from residential customers increased by 1.6% to £2,568.6 million from £2,527.4 million for the year ended December 31, 2005. This increase is driven largely by growth in the number of broadband internet subscribers together with television and telephony price rises...

  • Page 63
    ... integration costs incurred since the acquisition. Summary Cable Statistics Selected statistics for residential cable customers of Virgin Media, excluding customers off our network and Virgin Mobile customers, for the three months ended December 31, 2006 as well as the four prior quarters, are set...

  • Page 64
    ... the NTL network and the pro rata proportion of customers directly connected to the Telewest network for the number of days subsequent to the acquisition of Telewest. Mobile Segment Virgin Mobile was acquired on July 4, 2006, and its results of operations have been consolidated from that date. Total...

  • Page 65
    ... statistics for Virgin Mobile since acquisition are set forth in the table below: December 31, 2006 September 30, 2006 Opening 90 day active customers(1) Increase in customers on acquisition of Virgin Mobile Net customer additions Closing 90 day active customers Mobile average revenue per user...

  • Page 66
    Virgin Media TV has recently signed a new two year carriage contract with BSkyB for the carriage of its channels which runs from January 1, 2007. As a result subscription revenue is expected to be approximately £30 million lower in 2007 than in 2006. A cost reduction plan is in place to address ...

  • Page 67
    ... reduced levels of setâˆ'top box repair and recycling costs were partly offset by higher spend on marketing and communications together with increased allowances for doubtful accounts. Other charges Other charges of £24.8 million in the year ended December 31, 2005 mainly related to changes in cash...

  • Page 68
    ...of £43.7 million on the forward rate contracts and collars taken out in December 2005 in connection with £1.8 billion of the expected cash purchase price of Telewest offset by losses on the revaluation of foreign currency denominated long term debt and related forward contracts. The losses for the...

  • Page 69
    ... 31, 2005 were the repurchases of our common stock in the open market in February and April 2005 for £114.0 million, the prepayment of £723.0 million on our senior credit facility and redemption of the floating rate senior notes due 2012. 65 Source: VIRGIN MEDIA INVESTM, 10âˆ'K, March 01, 2007

  • Page 70
    ...operating expenditures and interest costs. We require significant amounts of capital to connect customers to our network, expand and upgrade our network, offer new services and integrate our billing systems and customer databases. We must also regularly service interest payments with cash flows from...

  • Page 71
    ...senior secured guarantee from Virgin Media Finance PLC as well as first priority pledges of the shares and assets of substantially all of the operating subsidiaries of Virgin Media Investment Holdings Limited ("VMIH") and of receivables arising under any intercompany loans to those subsidiaries. The...

  • Page 72
    ... or guarantee additional indebtedness; • pay dividends or make other distributions, or redeem or repurchase equity interests or subordinated obligations; • make investments; • sell assets, including the capital stock of subsidiaries; 68 Source: VIRGIN MEDIA INVESTM, 10âˆ'K, March 01, 2007

  • Page 73
    ... quarterly dividends by us are at the discretion of the board of directors and will be subject to our future needs and uses of free cash flow, which could include investments in operations, the repayment of debt, and share repurchase programs. Offâˆ'Balance Sheet Arrangements As of December 31, 2006...

  • Page 74
    ...the pound declines in value against the U.S. dollar and the euro, the effective cost of servicing our U.S. dollar and euroâˆ'denominated debt will be higher. Changes in the exchange rate result in foreign currency gains or losses. As of December 31, 2006, £827.7 million, or 13.4% of our longâˆ'term...

  • Page 75
    ... adverse changes in market rates and prices, like foreign currency exchange and interest rates. As some of our indebtedness accrues interest at variable rates, we have exposure to volatility in future cash flows and earnings associated with variable interest rate payments. 71 Source: VIRGIN MEDIA...

  • Page 76
    ... Virgin Media's consolidated financial statements-Derivative Financial Instruments and Hedging Activities, and Management's Discussion and Analysis of Financial Condition and Results of Operations-Derivative Instruments and Hedging Activities. The fair market value of longâˆ'term fixed interest rate...

  • Page 77
    ... in the reports that it files or submits is accumulated and communicated to the registrant's management, including our chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure. 73 Source: VIRGIN MEDIA INVESTM, 10âˆ'K, March...

  • Page 78
    .... (c) Attestation Report of Independent Registered Public Accounting Firm The Board of Directors and Shareholders Virgin Media Inc. We have audited management's assessment, included in the accompanying "Management's Annual Report on Internal Control Over Financial Reporting", that Virgin Media Inc...

  • Page 79
    ... Public Company Accounting Oversight Board (United States), the 2006 consolidated financial statements of Virgin Media Inc. and our report dated March 1, 2007 expressed an unqualified opinion thereon. /s/ Ernst & Young LLP London, England March 1, 2007 (d) Changes in Internal Control Over Financial...

  • Page 80
    .... Item 13. Certain Relationships and Related Transactions and Director Independence The information required by this Item is incorporated by reference to our Proxy Statement for the 2007 Annual Meeting of Stockholders. Item 14. Principal Accountant Fees and Services The information required by this...

  • Page 81
    ...have been omitted. The following consolidated financial statements of Virgin Media Investment Holdings Limited and Subsidiaries are included in Item 8: Report of Independent Registered Public Accounting Firm Consolidated Balance Sheets-December 31, 2006 and 2005 Consolidated Statements of Operations...

  • Page 82
    ...accordance with the standards of the Public Company Accounting Oversight Board (United States), the effectiveness of Virgin Media Inc.'s internal control over financial reporting as of December 31, 2006, based on criteria established in Internal Controlâˆ'Integrated Framework issued by the Committee...

  • Page 83
    ...liabilities Long term debt, net of current portion Deferred revenue and other long term liabilities Deferred income taxes Total liabilities Commitments and contingent liabilities Minority interest Shareholders' equity Common stock-$.01 par value; authorized 1,000.0 and 1,000.0 (2006 and 2005) shares...

  • Page 84
    ... from cumulative effect of changes in accounting principle per share £ (0.11) Basic and diluted net (loss) income per common share £ (1.82) Dividends per share £ 0.03 Average number of shares outstanding 292.9 See accompanying notes. Fâˆ'4 Source: VIRGIN MEDIA INVESTM, 10âˆ'K, March 01...

  • Page 85
    ... investments Deferred income taxes Loss on extinguishment of debt Amortization of original issue discount and deferred finance costs Minority interest Changes in operating assets and liabilities, net of effect from business acquisitions and dispositions: Marketable securities Accounts receivable...

  • Page 86
    ...2005 Exercise of stock options and tax effect Cancellation of treasury stock Issuance of stock for acquisition of Telewest Issuance of stock for acquisition of Virgin Mobile Stock compensation costs Dividends paid Comprehensive loss: Net loss for the year ended December 31, 2006 Currency translation...

  • Page 87
    ... reverse acquisition of Telewest. On July 4, 2006, we acquired 100% of the outstanding shares and options of Virgin Mobile Holdings (UK) plc, or Virgin Mobile, through a U.K. Scheme of Arrangement. On February 6, 2007, we changed the name of our corporate parent from NTL Incorporated to Virgin Media...

  • Page 88
    ...popular residential broadband and payâˆ'asâˆ'youâˆ'go mobile provider and the second largest provider in the U.K. of pay television and fixed line telephone services. Virgin Media Television, or Virgin Media TV , and ntl:Telewest Business also operate under the Virgin Media umbrella. Virgin Media TV...

  • Page 89
    ... liabilities, our pension expense and pension funding requirements, amounts to be paid under our employee incentive plans, costs for interconnection, the amount of costs to be capitalized in connection with the construction and installation of our network and facilities, longâˆ'lived assets, certain...

  • Page 90
    ... risk with respect to trade receivables are limited because of the large number of customers and their dispersion across geographic areas. We perform periodic credit evaluations of our Business customers' financial condition and generally do not require collateral. At December 31, 2006, we did not...

  • Page 91
    ... connection with the design and installation of our operating network equipment and facilities. Costs associated with initial customer installations, additions of network equipment necessary to enable enhanced services, acquisition of additional fixed assets and replacement of existing fixed assets...

  • Page 92
    ...impairment loss related to these assets. In the future, we may incur impairment charges under SFAS No. 142 if market values decline and we do not achieve expected cash flow growth rates. Intangible assets include trademark license agreements and customer lists. Trademark license agreements represent...

  • Page 93
    ... operating results of the asset group, discount rate and long term growth rate. As of December 31, 2006, we reviewed our longâˆ'lived assets for impairment and determined that there was no impairment of our longâˆ'lived assets. Deferred Financing Costs Deferred financing costs of £99.7 million and...

  • Page 94
    ...FINANCIAL STATEMENTS (Continued) 2. Significant Accounting Policies (Continued) Installation fees in excess of direct selling costs are deferred and amortized over the expected life of the customer's connection. Rental revenue in respect of line rentals and rental of equipment provided to customers...

  • Page 95
    ... 1, 2006 we accounted for these plans using the fair value recognition provisions of FASB Statement No. 123, Accounting for Stockâˆ'Based Compensation (FAS 123). On December 16, 2004, the Financial Accounting Standards Board ("FASB") issued Statement No. 123 (revised 2004), Share Based Payment (FAS...

  • Page 96
    VIRGIN MEDIA INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 2. Significant Accounting Policies (Continued) Derivative Financial Instruments We are exposed to various market risks, including changes in foreign currency exchange rates and interest rates. As certain ...

  • Page 97
    ... Use. Software obtained for internal use has generally been enterpriseâˆ'level business and finance software that we customize to meet our specific operational needs. Costs incurred in the application development phase are capitalized and amortized over their useful lives, which are generally three...

  • Page 98
    ..., we reached an agreement to sell our Broadcast operations, a provider of commercial television and radio transmission services, to a consortium led by Macquarie Communications Infrastructure Group. The sale completed on January 31, 2005. Accordingly, as of December 31, 2004, we accounted for the...

  • Page 99
    ... Holdings (UK) plc ("Virgin Mobile") through a U.K. Scheme of Arrangement. Virgin Mobile is the largest mobile virtual network operator in the United Kingdom, with approximately 4.5 million customers. The total purchase price of £952.2 million included cash of £418.2 million, common stock valued...

  • Page 100
    ... Inc. new common stock with the same terms and conditions. The outstanding options to purchase shares of Telewest common stock were converted into options to purchase shares of Virgin Media Inc. new common stock at an option price calculated in accordance with the formula in the merger agreement. In...

  • Page 101
    ... price, £809.3 million has been allocated to amortizable intangible assets including customer lists, trade names and licenses. Customer lists represent existing contracts that relate primarily to underlying customer relationships pertaining to the services provided by Telewest. The fair value...

  • Page 102
    ... combined results of operations of Virgin Media Holdings, the former Telewest and Virgin Mobile businesses as if the acquisitions had occurred as of the beginning of the years presented (in millions, except per share data). The unaudited pro forma financial information is not intended to represent...

  • Page 103
    VIRGIN MEDIA INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 6. Fixed Assets Fixed assets consist of (in millions): December 31, Estimated Useful Life 2006 2005 Operating equipment Cable distribution plant Switches and headends Customer premises equipment Other ...

  • Page 104
    VIRGIN MEDIA INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 7. Leases (Continued) Future minimum annual payments at December 31, 2006 are as follows (in millions). The table reflects our contractual obligations. Capital Leases Operating Leases Year ended December 31: ...

  • Page 105
    ...deferred tax assets that existed as January 10, 2003 that were previously offset by a valuation allowance. 9. Investments Virgin Media, through its whollyâˆ'owned subsidiary Flextech Broadband Limited, owns a 50% equity investment in the UKTV joint venture companies. This investment is accounted for...

  • Page 106
    VIRGIN MEDIA INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 9. Investments (Continued) Investments are comprised as follows (in millions): December 31, 2006 Loans and redeemable preference shares Share of net assets 10. Long term Debt Long term debt consists of (in ...

  • Page 107
    ... a guarantee from Virgin Media Finance PLC (formerly NTL Cable PLC). In addition, the bulk of the facility is secured through guarantees and first priority pledges of the shares and assets of substantially all of the operating subsidiaries of Virgin Media Investment Holdings Limited (VMIH), and...

  • Page 108
    ... Virgin Media Holdings and Telewest's then existing facilities were repaid in full utilizing borrowings under the new senior credit facility. The Virgin Media TV facility was repaid from cash on hand. On September 27, 2006, we prepaid £120.0 million of our senior credit facility utilizing available...

  • Page 109
    ...into a number of interest rate swaps to fix at least two thirds of the interest payments on our current financing arrangements. On October 2, 2005, we and VMIH entered into an agreement with several financial institutions to provide financing in connection with the merger agreement with Telewest. As...

  • Page 110
    ... senior credit facility, that result from changes in the U.S. dollar, euro and pound sterling exchange rates. In the year ended December 31, 2006, we recorded £7.4 million of unrealized losses in accumulated other comprehensive income (loss) as a result of the increase in fair market value of...

  • Page 111
    ... hedged changes in the pound sterling value of the borrowed position of the cash purchase price of Telewest. These foreign currency forward rate and collar contracts were not accounted for as hedges under FAS 133. As such, the contracts were carried at fair value in our balance sheet with changes in...

  • Page 112
    ... options issued by Telewest prior to the acquisition were converted into a 0.89475 option to purchase shares in the new parent company, with a corresponding adjustment in the exercise price in accordance with the terms of the merger agreement. Fâˆ'32 Source: VIRGIN MEDIA INVESTM, 10âˆ'K, March...

  • Page 113
    VIRGIN MEDIA INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 13. Stockâˆ'Based Compensation Plans (Continued) All options have a 10 year term and vest and become fully exercisable over a period of 3 to 5 years of continued employment. We issue new shares upon exercise ...

  • Page 114
    ...market value at the date of vesting. The total number of restricted stock units awarded under the 2006 and 2005 Long Term Incentive Plans was 1,143,472 and 440,563, respectively, of which 65,416 and 274,784 had lapsed due to the cessation of employment as at December 31, 2006. Fâˆ'34 Source: VIRGIN...

  • Page 115
    ...) 14. Employee Benefit Plans Defined Benefit Plans Certain of our subsidiaries operate defined benefit pension plans in the United Kingdom. The assets of the plans are held separately from those of ourselves and are invested in specialized portfolios under the management of an investment group. The...

  • Page 116
    VIRGIN MEDIA INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 14. Employee Benefit Plans (Continued) The change in plan assets was as follows (in millions): Year ended December 31, 2006 2005 Fair value of plan assets at beginning of year Actual return on plan assets ...

  • Page 117
    ... FINANCIAL STATEMENTS (Continued) 14. Employee Benefit Plans (Continued) None of these amounts are expected to be recognized in the net periodic benefit cost in 2007. The following table presents information for pension plans with an accumulated benefit obligation in excess of plan assets...

  • Page 118
    ... NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 14. Employee Benefit Plans (Continued) The weightedâˆ'average assumptions used to determine net periodic benefit costs were as follows: December 31, 2006 2005 Discount rate Expected long term rate of return on plan assets Rate of compensation...

  • Page 119
    VIRGIN MEDIA INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 14. Employee Benefit Plans (Continued) Estimated Future Benefit Payments The benefits expected to be paid out of the pension plans in total are set out below for each of the next five years and the following ...

  • Page 120
    ...Involuntary Employee Termination and Related Costs Lease Exit Costs Agreement Modifications Other Total Balance, December 31, 2005 Provisions resulting from business acquisition recognized under EITF 95âˆ'3 Charged to expense Utilized Balance, December 31, 2006 £ - £ - £ - 43...

  • Page 121
    ... to equity investments of U.K. tax losses arising in the current period. The 2006 federal deferred tax benefit relates to the release of a deferred tax liability set up in 2005. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and...

  • Page 122
    VIRGIN MEDIA INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 16. Income Taxes (Continued) existing at that date, then be credited to paid in capital. The majority of the valuation allowance relates to tax attributes that existed at January 10, 2003. In 2006, we did not ...

  • Page 123
    ... common stock as a result of our acquisition of Virgin Mobile on July 4, 2006. As of December 31, 2006, Virgin Enterprises Limited owned 10.5% of our common stock (based on SEC filings). In addition, Gordon McCallum is a member of our board of directors and is the Group Strategy Director at Virgin...

  • Page 124
    ... a number of aspects of our consumer and a large part of our content businesses, including the provision of communications services (such as internet, television, fixed line telephony, and upon the acquisition of Virgin Mobile, mobile telephony), the acquisition and branding of sports, movie and...

  • Page 125
    ... This was the same price offered to all recipients of rights in the offering. W.R. Huff Asset Management Co., L.L.C., on behalf of managed accounts and affiliates, also purchased approximately 25,000 shares of our common stock for $40.00 pursuant to the overâˆ'subscription privilege available to all...

  • Page 126
    ... time of the acquisition was converted into the right to receive 2.5 shares of NTL Incorporated (now known as Virgin Media Inc.) new common stock. On March 3, 2006, we issued 212,931,048 shares of common stock for this purpose. For accounting purposes, the acquisition of Virgin Media Holdings...

  • Page 127
    ... quarterly dividends by us are at the discretion of the board of directors and will be subject to our future needs and uses of free cash flow, which could include investments in operations, the repayment of debt, and share repurchase programs. Series A Warrants On the effective date of the Plan...

  • Page 128
    ... our method of internal reporting. Our primary business segment is our Cable segment, which consists of our television, broadband and fixed line telephone business. We operate a Content segment through our whollyâˆ'owned subsidiaries Virgin Media Television Limited ("Virgin Media TV'') and sitâˆ'up...

  • Page 129
    VIRGIN MEDIA INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 20. Industry Segments (Continued) programming to the U.K. payâˆ'television broadcasting market including our televised shopping unit sitâˆ'up tv, which markets and retails a wide variety of consumer products ...

  • Page 130
    ... 31, 2006 Balance sheets Cash and cash equivalents Restricted cash Other current assets Total current assets Fixed assets, net Intangible assets, net Investments in, and loans to, affiliates Other assets, net Total assets Current liabilities Long term debt Other long term liabilities Shareholders...

  • Page 131
    ... Financial Information (Continued) December 31, 2005 Balance sheets Cash and cash equivalents Restricted cash Marketable securities Other current assets Total current assets Fixed assets, net Intangible assets, net Investments in, and loans to affiliates Other assets, net Total assets Current...

  • Page 132
    VIRGIN MEDIA INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 21. Condensed Consolidated Financial Information (Continued) December 31, 2005 Statements of operations Revenue Operating costs Selling, general and administrative expenses Other charges Depreciation and ...

  • Page 133
    ... Consolidated Financial Information (Continued) December 31, 2004 Statements of operations Company Virgin Media Finance Other guarantors All other VMIH subsidiaries (in millions) Adjustments Total Revenue Operating costs Selling, general and administrative expenses Other charges Depreciation...

  • Page 134
    ... Year ended December 31, 2006 Statements of cash flows Net cash (used in) provided by operating activities Investing activities: Purchases of fixed assets Purchases of intangible asset Payments in relation to acquisitions Telewest reorganization Repayments from (advances to) affiliates Proceeds from...

  • Page 135
    ..., net Net cash provided by investing activities Financing activities: Dividend paid Proceeds from new borrowings Proceeds from employee stock options Purchase of stock Principal payments including capital lease payments Net cash used in financing activities Discontinued operations: Cash from...

  • Page 136
    ... of fixed assets (Advances to) repayments from affiliates Proceeds from sale of assets Acquisitions, net Net cash (used in) investing activities Financing activities: Proceeds from borrowings, net Proceeds from employee stock options Principal payments including capital lease payments Net cash...

  • Page 137
    VIRGIN MEDIA INC. SCHEDULE I-CONDENSED FINANCIAL INFORMATION OF REGISTRANT CONDENSED BALANCE SHEETS (in millions) December 31, 2006 2005 Assets Current assets Cash and cash equivalents Marketable securities Other current assets Total current assets Fixed assets, net Investments in and loans to ...

  • Page 138
    VIRGIN MEDIA INC. CONDENSED FINANCIAL INFORMATION OF REGISTRANT STATEMENT OF OPERATIONS (in millions) Year ended December 31, 2005 2004 2006 Costs and expenses General and administrative expenses Other charges Operating loss Other income (expense) Interest income and other, net Interest expense ...

  • Page 139
    ...by investing activities Financing activities Net proceeds from rights offering Proceeds from new borrowings Proceeds from exercise of stock options Purchase of stock Dividend paid Principal payments on long term debt Net cash provided by (used in) financing activities Effect of exchange rate changes...

  • Page 140
    VIRGIN MEDIA INC. NOTES TO CONDENSED FINANCIAL INFORMATION OF REGISTRANT 1. Basis of Presentation In our condensed financial statements, our investment in subsidiaries is stated at cost plus equity in the undistributed earnings of the subsidiaries. Our share of net loss of our subsidiaries is ...

  • Page 141
    VIRGIN MEDIA INC. AND SUBSIDIARIES SCHEDULE II-VALUATION AND QUALIFYING ACCOUNTS (in millions) Balance at Beginning of Period Charged to Costs and Expenses Charged to Other Accounts Balance at End of Period Description Acquisitions (Deductions)/ Additions Year ended December 31, 2006 Allowance ...

  • Page 142
    REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM The Board of Directors and Shareholders Virgin Media Investment Holdings Limited We have audited the accompanying consolidated balance sheets of Virgin Media Investment Holdings Limited and subsidiaries (the "Company") an indirect whollyâˆ'...

  • Page 143
    VIRGIN MEDIA INVESTMENT HOLDINGS LIMITED AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (in millions, except share data) December 31, 2006 2005 Assets Current assets Cash and cash equivalents Restricted cash Accounts receivable-trade, less allowance for doubtful accounts of £49.4 (2006) and £39.8 (...

  • Page 144
    ... MEDIA INVESTMENT HOLDINGS LIMITED AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (in millions) Year ended December 31, 2005 2004 2006 Revenue Costs and expenses Operating costs (exclusive of depreciation shown separately below) Selling, general and administrative expenses Other charges...

  • Page 145
    ... Share of income from equity investments Deferred income taxes Minority interest Loss on extinguishment of debt Amortization of original issue discount and deferred finance costs Changes in operating assets and liabilities, net of effect from business acquisitions and dispositions: Accounts...

  • Page 146
    VIRGIN MEDIA INVESTMENT HOLDINGS LIMITED AND SUBSIDIARIES CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY (in millions, except share data) Accumulated Other Comprehensive Income (Loss) Net Unrealized Share Capital £0.001 Additional Comprehensive Pension (Losses) par value Paidâˆ'In Income Liability ...

  • Page 147
    ... popular residential broadband and payâˆ'asâˆ'youâˆ'go mobile provider and the second largest provider in the U.K. of pay television and fixed line telephone services. Virgin Media Television, or Virgin Media TV, and ntl:Telewest Business also operate under the Virgin Media umbrella. Virgin Media TV...

  • Page 148
    ... MEDIA INVESTMENT HOLDINGS LIMITED AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 1. Organization and Business (Continued) • Mobile: our mobile segment includes the provision of mobile telephone services under the name Virgin Mobile to consumers over cellular networks...

  • Page 149
    ... on the current aging of trade receivables, prior collection experience and future expectations of conditions that might impact recoverability. The allowance for doubtful accounts is £49.4 million at December 31, 2006 and £39.8 million at December 31, 2005. Fâˆ'70 Source: VIRGIN MEDIA INVESTM, 10...

  • Page 150
    ... network equipment and facilities. Costs associated with initial customer installations, additions of network equipment necessary to enable enhanced services, acquisition of additional fixed assets and replacement of existing fixed assets are capitalized. The costs of Fâˆ'71 Source: VIRGIN MEDIA...

  • Page 151
    VIRGIN MEDIA INVESTMENT HOLDINGS LIMITED AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 2. Significant Accounting Policies (Continued) reconnecting the same service to a previously installed premise are charged to expense in the period incurred. Costs for repairs and ...

  • Page 152
    ... operating results of the asset group, discount rate and long term growth rate. As of December 31, 2006, we reviewed our longâˆ'lived assets for impairment and determined that there was no impairment of our longâˆ'lived assets. Deferred Financing Costs Deferred financing costs of £99.7 million and...

  • Page 153
    VIRGIN MEDIA INVESTMENT HOLDINGS LIMITED AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 2. Significant Accounting Policies (Continued) In 2006, we initiated a number of restructuring programs as part of our acquisitions of Telewest and Virgin Mobile. Provisions in respect ...

  • Page 154
    VIRGIN MEDIA INVESTMENT HOLDINGS LIMITED AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 2. Significant Accounting Policies (Continued) Bundled services revenue is recognized in accordance with the provisions of EITF No 00âˆ'21, Accounting for revenue arrangements with ...

  • Page 155
    VIRGIN MEDIA INVESTMENT HOLDINGS LIMITED AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 2. Significant Accounting Policies (Continued) employees' approximate service periods. Pension expense calculated under FAS 87 is generally independent of funding decisions or ...

  • Page 156
    ... financial statements tax positions taken or expected to be taken on a tax return, including a decision whether to file or not to file in a particular jurisdiction. FIN 48 is effective for fiscal years beginning after December 15, 2006. If there are changes in net assets as a result of application...

  • Page 157
    VIRGIN MEDIA INVESTMENT HOLDINGS LIMITED AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 3. Recent Accounting Pronouncements (Continued) expanded information about the extent to which companies measure assets and liabilities at fair value, the information used to measure ...

  • Page 158
    ... market price per share of common stock utilized in determining the value of new common stock issued of £15.07 ($26.59) is based on an average of the closing prices of Virgin Media common stock divided by the Telewest acquisition conversion ratio of 2.5 times for a range of trading days (January...

  • Page 159
    VIRGIN MEDIA INVESTMENT HOLDINGS LIMITED AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 5. Acquisitions (Continued) relate primarily to underlying customer relationships pertaining to the services provided by Virgin Mobile. The fair value of these assets was determined ...

  • Page 160
    VIRGIN MEDIA INVESTMENT HOLDINGS LIMITED AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 6. Fixed Assets Fixed assets consist of (in millions): Estimated Useful Life December 31, 2006 2005 Operating equipment Cable distribution plant Switches and headends Customer premises ...

  • Page 161
    VIRGIN MEDIA INVESTMENT HOLDINGS LIMITED AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 7. Leases (Continued) Future minimum annual payments at December 31, 2006 are as follows (in millions). The table reflects our contractual obligations. Capital Leases Operating Leases ...

  • Page 162
    VIRGIN MEDIA INVESTMENT HOLDINGS LIMITED AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 8. Goodwill and Intangible Assets (Continued) December 31, 2006 2005 Accumulated amortization Contractual relationships Trade names and licenses Customer lists Software and other ...

  • Page 163
    VIRGIN MEDIA INVESTMENT HOLDINGS LIMITED AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 10. Long term Debt Long term debt consists of (in millions): December 31, 2006 2005 8.75% U.S. Dollar senior loan notes due 2014 due to Virgin Media Finance PLC 9.75% Sterling senior ...

  • Page 164
    VIRGIN MEDIA INVESTMENT HOLDINGS LIMITED AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 10. Long term Debt (Continued) Senior Credit Facility The principal amount outstanding under our senior credit facility at December 31, 2006 was £5,024.6 million. Our senior credit ...

  • Page 165
    ... a number of interest rate swaps to fix at least two thirds of the interest payments on our current financing arrangements. On October 2, 2005, we and Virgin Media entered into an agreement with several financial institutions to provide financing in connection with the merger agreement with Telewest...

  • Page 166
    ... Financial Instruments and Hedging Activities (Continued) The fair values of our derivative instruments were as follows (in millions): December 31, 2006 2005 Included within other long term assets: Foreign currency forward rate contracts Interest rate swaps Included within other current liabilities...

  • Page 167
    VIRGIN MEDIA INVESTMENT HOLDINGS LIMITED AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 11. Derivative Financial Instruments and Hedging Activities (Continued) dollar denominated 9.125% senior notes due 2016, interest payments on our U.S. dollar denominated senior credit ...

  • Page 168
    ... and are invested in specialized portfolios under the management of an investment group. The pension cost is calculated using the projected unit method. Our policy is to fund amounts to the defined benefit plans necessary to comply with the funding requirements Fâˆ'89 Source: VIRGIN MEDIA INVESTM...

  • Page 169
    VIRGIN MEDIA INVESTMENT HOLDINGS LIMITED AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 13. Employee Benefit Plans (Continued) as prescribed by the laws and regulations in the United Kingdom. Our defined benefit pension plans use a measurement date of December 31. We have ...

  • Page 170
    VIRGIN MEDIA INVESTMENT HOLDINGS LIMITED AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 13. Employee Benefit Plans (Continued) The funded status as of December 31, 2006, was as follows (in millions): Projected benefit obligation Plan assets Funded status Current liability ...

  • Page 171
    VIRGIN MEDIA INVESTMENT HOLDINGS LIMITED AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 13. Employee Benefit Plans (Continued) The following table presents information for pension plans with a projected benefit obligation in excess of plan assets (in millions): December 31,...

  • Page 172
    VIRGIN MEDIA INVESTMENT HOLDINGS LIMITED AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 13. Employee Benefit Plans (Continued) Plan Assets Our pension plan weightedâˆ'average assets allocations at December 31, 2006 and 2005, by asset category were as follows: December 31, ...

  • Page 173
    VIRGIN MEDIA INVESTMENT HOLDINGS LIMITED AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 13. Employee Benefit Plans (Continued) Defined Contribution Pension Plans Our subsidiaries operate defined contribution pension plans in the U.K. The total expense in relation to these ...

  • Page 174
    VIRGIN MEDIA INVESTMENT HOLDINGS LIMITED AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 14. Other Charges Including Restructuring Charges (Continued) Involuntary Employee Termination and Related Costs Acquisition Restructuring Provisions Lease Exit Costs Agreement ...

  • Page 175
    ... is reduced, the benefit would reduce excess reorganization value, then reduce other intangible assets existing at that date, then be credited to paid in capital. The majority of the valuation allowance relates to tax attributes that existed at January 10, 2003. At December 31, 2006 we have U.K. net...

  • Page 176
    ... a number of aspects of our consumer and a large part of our content businesses, including the provision of communications services (such as internet, television, fixed line telephony, and upon the acquisition of Virgin Mobile, mobile telephony), the acquisition and branding of sports, movie and...

  • Page 177
    VIRGIN MEDIA INVESTMENT HOLDINGS LIMITED AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 16. Related Party Transactions (Continued) combined historical NTL and Telewest 2005 revenues including revenue from Virgin Mobile and our subsidiary Virgin.net). The agreement replaces ...

  • Page 178
    ..., broadband and fixed line telephone business. We operate a Content segment through our whollyâˆ'owned subsidiaries Virgin Media Television Limited ("Virgin Media TV'') and sitâˆ'up Limited ("sitâˆ'up"), which supply television programming to the U.K. payâˆ'television broadcasting market including...

  • Page 179
    VIRGIN MEDIA INVESTMENT HOLDINGS LIMITED AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 18. Industry Segments (Continued) Segment information for the year ended December 31, 2006 is as follows (in millions): Year ended December 31, 2006 Content Mobile Elims. Cable Total ...

  • Page 180
    VIRGIN MEDIA INVESTMENT HOLDINGS LIMITED AND SUBSIDIARIES SCHEDULE II-VALUATION AND QUALIFYING ACCOUNTS (in millions) Balance at Beginning of Period Charged to Costs and Expenses Charged to Other Accounts Balance at End of Period Description Acquisitions (Deductions)/ Additions Year ended ...

  • Page 181
    ...2007 Date: March 1, 2007 VIRGIN MEDIA INVESTMENT HOLDINGS LIMITED By: /s/ STEPHEN A. BURCH Stephen A. Burch Chief Executive Officer By: /s/ JACQUES KERREST Jacques Kerrest Chief Financial Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below...

  • Page 182
    .../s/ GEORGE R. ZOFFINGER George R. Zoffinger Director Director Director Director Director Director Director Director Director March 1, 2007 March 1, 2007 March 1, 2007 March 1, 2007 March 1, 2007 March 1, 2007 March 1, 2007 March 1, 2007 March 1, 2007 Source: VIRGIN MEDIA INVESTM, 10âˆ'K, March 01...

  • Page 183
    ...MEDIA INVESTMENT HOLDINGS LIMITED By:/s/ STEPHEN A. BURCH Stephen A. Burch By: /s/ JACQUES KERREST Jacques Kerrest By: /s/ ROBERT C. GALE Robert C. Gale By: /s/ ROBERT M. MACKENZIE Robert M. Mackenzie Chief Executive Officer (principal executive officer) Chief Financial Officer (principal accounting...

  • Page 184
    ... the Current Report on Form 8âˆ'K of Telewest Global, Inc. (now known as Virgin Media Inc.) as filed with the Securities and Exchange Commission on December 20, 2005). Amendment No. 1 to Amended and Restated Agreement and Plan of Merger, dated as of January 30, 2006, among NTL Incorporated, Telewest...

  • Page 185
    ... Sâˆ'1 of NTL Incorporated (now known as Virgin Media Holdings Inc.) as filed with the Securities and Exchange Commission on September 26, 2003). 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...

  • Page 186
    ..., dated as of October 30, 2006, among NTL Holdings Inc., NTL (UK) Group, Inc., NTL Communications Limited, NTL Incorporated, NTL, Telewest LLC and The Bank of New York as trustee (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8âˆ'K of NTL Incorporated (now known as Virgin...

  • Page 187
    ... for United Kingdom employees (Incorporated by reference to Exhibit 10.5 to the Quarterly Report on Form 10âˆ'Q of NTL Incorporated (now known as Virgin Media Inc.) as filed with the Securities and Exchange Commission on August 9, 2006). Form of Nonâˆ'Qualified Stock Option Notice for directors...

  • Page 188
    ... to Exhibit 10.3 to the Current Report on Form 8âˆ'K of NTL Incorporated (now known as Virgin Media Holdings Inc.) as filed with the Securities and Exchange Commission on December 21, 2005). Service Agreement between ntl Group Limited and Neil Berkett, dated as of August 11, 2005 (Incorporated...

  • Page 189
    ... between Malcolm Wall and Telewest Communications Group Limited (Incorporated by reference to the Current Report on Form 8âˆ'K of NTL Incorporated (now known as Virgin Media Inc.) as filed with the Securities and Exchange Commission on February 7, 2006). Restricted Stock Agreement dated as of May 26...

  • Page 190
    ... Directors and Executive Officers, as supplemented by Form of Amendment No. 1A and Form of Amendment 1B. 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...

  • Page 191
    ...Accession dated July 18, 2006 between NTL Investment Holdings Limited, Goldman Sachs Credit Partners, L.P. as C Facility Lender and Deutsche Bank AG, London Branch as Facility Agent (Incorporated by reference to Exhibit 1.4 to the Current Report on Form 8âˆ'K of NTL Incorporated (now known as Virgin...

  • Page 192
    Exhibit 3.1 Amendment dated February 6, 2007 ARTICLE I NAME OF THE CORPORATION The name of this corporation is Virgin Media Inc. Source: VIRGIN MEDIA INVESTM, 10âˆ'K, March 01, 2007

  • Page 193
    Amendment dated March 3, 2006 ARTICLE I NAME OF THE CORPORATION The name of this corporation is NTL Incorporated. Source: VIRGIN MEDIA INVESTM, 10âˆ'K, March 01, 2007

  • Page 194
    ...; REGISTERED AGENT The address of the registered office of the Corporation in the State of Delaware is 160 Greentree Drive, Suite 101, Dover, Kent County, DE 19904. The name of its registered agent at that address is National Registered Agents, Inc. 1 Source: VIRGIN MEDIA INVESTM, 10âˆ'K, March...

  • Page 195
    ... multiplying (i) the closing price of a share of common stock of NTL Incorporated, a Delaware corporation, on The NASDAQ National Market, as reported in the New York City edition of The Wall Street Journal, on the trading day immediately preceding the date on which the Effective Time occurs, divided...

  • Page 196
    .... Shares of Common Stock and shares of Class B Redeemable Common Stock shall be issued in bookâˆ'entry form or shall be represented by new certificates in each case, as determined by the Board of Directors. Part B. Authorized Capital. The total number of shares of capital stock which the Corporation...

  • Page 197
    ... with respect to the payment of dividends, such class or series of Preferred Stock shall also be entitled, in the event that the Corporation defaults on its obligation to pay such dividends, to elect one (1) or more Directors to the Board of Directors; (d) may have such rights upon the voluntary or...

  • Page 198
    ... Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Junior Participating Preferred Stock. In the event the Corporation shall at any time after the First Issuance declare or pay any dividend on the Common Stock payable in shares of Common Stock...

  • Page 199
    ... per share to holders of Common Stock. In the event the Corporation shall at any time after the First Issuance declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by...

  • Page 200
    ... of such special voting rights in the case of any such future dividend default or defaults. The fact that dividends have been paid and set apart as required by the preceding sentence shall be evidenced by a certificate executed by the President and the Chief 7 Source: VIRGIN MEDIA INVESTM, 10...

  • Page 201
    ...outstanding addressed to such Secretary at the principal office of the Corporation in Delaware, shall, call a special meeting of the holders of the Series A Junior Participating Preferred Stock for the election of the Directors to be elected by them as hereinabove provided, to be held in the case of...

  • Page 202
    ... (payable inkind), as the case may be, into which or for which each share of Common Stock is changed or exchanged. In the event the Corporation shall at any time after the First Issuance declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or...

  • Page 203
    ... the Common Stock out of funds legally available therefor at such times and in such amounts and forms as the Board of Directors in its sole discretion shall determine. In the event of the voluntary or involuntary liquidation, dissolution, distribution of assets or other winding up of the Corporation...

  • Page 204
    ... made available to any stockholder of the Corporation upon request, without charge. For the purposes of this paragraph 7, the "Merger Effective Time" means the Effective Time as defined in the Amended and Restated Agreement and Plan of Merger dated as of December 14, 2005 among the Corporation, NTL...

  • Page 205
    ...a member at the time of such vote or action. The Directors shall be divided into three (3) classes, designated Class 1, Class II and Class III. Each class shall consist, as nearly as may be possible, of oneâˆ'third of the total number of Directors constituting the entire Board of Directors. The term...

  • Page 206
    ... providing for the issuance of any class or series of Preferred Stock, special meetings of the stockholders of the Corporation for any purpose or purposes may be called at any time solely by a majority vote of the Board of Directors (or a duly constituted committee thereof), the Chairman of the...

  • Page 207
    ...shall not adversely affect any right or protection of a Director existing at the time of such repeal, alteration,...Corporation. As used in this Article X of this Second Restated Certificate of Incorporation, the term "entire Board of Directors" means the total number of directors which the Corporation...

  • Page 208
    ... serve at the request of the Board of Directors as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans maintained or sponsored by the Corporation (including the heirs, executors...

  • Page 209
    ... to indemnification and to the advancement of expenses of a Director or officer of the Corporation or any other person entitled to or granted indemnification under this Article XIV of this Second Restated Certificate of Incorporation existing at the time of such repeal, alteration, amendment or...

  • Page 210
    Exhibit 3.2 Amendment dated February 6, 2007 RESTATED BYâˆ'LAWS OF VIRGIN MEDIA INC. (hereinafter called the "Corporation") Source: VIRGIN MEDIA INVESTM, 10âˆ'K, March 01, 2007

  • Page 211
    ... by means of remote communication, a record of such vote or other action shall be maintained by the Corporation. SECTION 2. ANNUAL MEETINGS. Annual meetings of stockholders shall be held on such date and at such time as shall be designated from time to time by the Board of Directors and stated in...

  • Page 212
    ... before the meeting and the reasons for conducting such business at the meeting, (ii) the name and record address of such stockholder proposing such business, (iii) the class or series and number of share capital stock of the Corporation which are owned beneficially or of record by such stockholder...

  • Page 213
    ... name, age, business address and residence address of the person, (ii) the principal occupation or employment of the person, (iii) the class or series and number of shares of capital stock of the Corporation which are owned beneficially or record by the person and (iv) any other information relating...

  • Page 214
    ...place, if any, date and hour of the meeting, the means of remote communications, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called shall be given...

  • Page 215
    ... held solely by means of remote communication, then the list shall also be open to the examination of any stockholder during the whole time of the meeting on a reasonably accessible electronic network, and the information required to access such list shall be provided with the notice of the meeting...

  • Page 216
    ... of the meeting; provided, however, that the Board Directors may fix a new record date for the adjourned meeting. ARTICLE III DIRECTORS SECTION 1. ELECTION OF DIRECTORS. Subject to the rights, if any, of the holders of shares of preferred stock of the Corporation as provided in the Certificate of...

  • Page 217
    ... BY MEANS OF CONFERENCE TELEPHONE. Members of the Board of Directors of the Corporation, or any committee duly designated by the Board of Directors, may participate in a meeting of the Board of Directors or such committee by means of a conference telephone or communications equipment by means of...

  • Page 218
    ... or regulated quotation service on which securities of the Corporation are listed or admitted for trading, members of special or standing committees may be allowed compensation for service as committee members, such compensation to be determined by the Board of Directors or a separate committee...

  • Page 219
    ...over the business and affairs of the Corporation and over its several officers, agents and employees, subject, however, to the control of the Board of Directors, an shall perform all duties incident to the position of Chief Executive Officer and such other duties as may from time to time be assigned...

  • Page 220
    ..., whenever the Board of Directors may require, an account of the financial condition of the Corporation; and in general, perform all duties incident to the office of Treasurer and such other duties as from time to time may be assigned by the Board of Directors or the Chief Executive Officer or the...

  • Page 221
    ... or refusal to act, perform the duties and exercise the powers of the Secretary and shall perform such other duties from time to time may be assigned by the Board of Directors or the Chief Executive Officer or the President or these Byâˆ'laws. 12 Source: VIRGIN MEDIA INVESTM, 10âˆ'K, March 01, 2007

  • Page 222
    ... give a bond or other security for the faithful performance of such officer's duties, in such amount and with such surety as the Board of Directors may require. SECTION 12. COMPENSATION. The compensation of the officers of the Corporation for their services as such officers shall be fixed from time...

  • Page 223
    ...record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto. SECTION 6. RECORD OWNERS. The Corporation shall be entitled to recognize the exclusive right of...

  • Page 224
    ...called or convened. Neither the business to be transacted at, nor the purpose of, any annual or special meeting of stockholders or any regular or special meeting of the directors or members of a committee of directors need be specified in any written waiver of notice unless so required by applicable...

  • Page 225
    ... in the circumstances because such person has met the applicable standard of conduct set forth in Section 1 or Section 2 of this Article VII, as the case may be. With respect to a person who is a director or officer at the time of determination, the determination of the claimant's entitlement to...

  • Page 226
    account of amounts due) from the claimant (or a statement from a third party for services rendered to the claimant) requesting such advance or advances from time to time; provided, however, that if the DGCL requires, the payment of such expenses incurred by a director or officer in such person's ...

  • Page 227
    ... existence had continued; the term "another enterprise" as used in this Article VII shall mean any other corporation or any partnership, joint venture, trust, employee benefit plan or other enterprise of which such person is or was serving at the request of the Corporation as a director, officer...

  • Page 228
    ...the Board of Directors out of funds legally available therefor at any regular or special meeting of the Board of Directors (or any action by written consent in lieu thereof in accordance with these Byâˆ'laws). Dividends may be paid in cash, in property or in shares of the Corporation's capital stock...

  • Page 229
    be set aside out of any funds of the Corporation available for divide such sum or sums as the Board of Directors from time to time, in its absolute discretion, deems proper as a reserve or reserves to meet contingencies, or purchasing any of the shares of capital stock, warrants, rights, options, ...

  • Page 230
    Exhibit 4.3 Dated 3 March 2006 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 BARCLAYS INTERCREDITOR AGREEMENT WHITE & CASE 5 Old Broad...

  • Page 231
    ...DEFINITIONS AND INTERPRETATION EFFECTIVE TIME CONSENT AND PRIORITY INTENDED TERMINATION BY BARCLAYS ENFORCEMENT SHORTFALL ENFORCEMENT OF SECURITY BY SECURITY TRUSTEE MISCELLANEOUS POWER OF ATTORNEY NOTICES COUNTERPARTS GOVERNING LAW AND JURISDICTION 1 5 5 6 7 8 8 9 10 11 11 11 Source: VIRGIN MEDIA...

  • Page 232
    ... is at Communications House, Mayfair Business Park, Broad Lane, Bradford BD4 8PW; CABLE LONDON LIMITED (Registered No. 1794264) ("Cable London") whose registered office is at Export House, Cawsey Way, Woking, Surrey, GU21 6QX; BARCLAYS BANK PLC acting through Multinational Corporate Team P0 Box 544...

  • Page 233
    ..., costs and expenses payable in accordance with the relevant Barclays Loan Agreement and/or the Barclays Security; "Barclays Loan Agreements" means: (a) the Business Loan Agreement signed by Barclays on 17 June 1992 recording the terms on which Barclays has agreed to make an advance available to...

  • Page 234
    ... given under the relevant Security; "Business Day" means a day (other than a Saturday or Sunday) on which banks generally are open for business in London; "Companies" means Yorkshire, Sheffield, YCP and Cable London; "Effective Time" means the time at which Barclays Bank PLC in its capacity agent in...

  • Page 235
    ... Creditors and the Intergroup Debtors. "Headend Equipment" means all equipment required in order to transmit or receive radio and/or television programming and other services including, without limitation, antennae, satellite receivers and satellite receiver only dishes, converters, microwave...

  • Page 236
    ... of any claim which it may now or in the future have (other than in its capacity as a Beneficiary) against any of the assets of any Company (other than assets which are the subject of the Barclays Security) it ranks and will at all times rank behind the Encumbrances created in favour of the Security...

  • Page 237
    ...) of such liabilities of the relevant Company then existing or anticipated under that Barclays Loan Agreement of which Barclays is then aware; and (c) a period of 10 Business Days shall have elapsed after the date of the receipt by the Trustee of the Termination Notice and the details described at...

  • Page 238
    ...: (a) the Security Trustee has not given notice to Barclays within the time specified in Clause 4.1(c); or (b) the Security Trustee has failed to pay the Relevant Amounts under the relevant Barclays Loan Agreement within 1 Business Day of the Assumption Date but not otherwise, Barclays shall be...

  • Page 239
    ... or any rights against the relevant Company under or in connection with that Barclays Loan Agreement. ENFORCEMENT OF SECURITY BY SECURITY TRUSTEE Enforcement by Trustee: Until the Final Discharge Date, if the Security Trustee enforces any Encumbrances conferred by the Security over any asset of any...

  • Page 240
    ... not alter the scheduled maturity date of the relevant Barclays Loan Agreement. For the avoidance of doubt, any amount repaid or prepaid by any Company pursuant to any Barclays Loan Agreement may not be reborrowed by the relevant Company. 9 8.2 Source: VIRGIN MEDIA INVESTM, 10âˆ'K, March 01, 2007

  • Page 241
    ... Barclays Loan Agreements, the Barclays Security, the Senior Finance Documents, the Hedging Agreements and the Security respectively. Disclosure Each Company agrees that the Security Trustee and Barclays may disclose to each other such information about that Company, the facilities and the related...

  • Page 242
    ... person at the address set out above and shall be deemed to have been made or delivered when despatched (in the case of any communication made by facsimile) or (in the case of any communication made by letter) when left at that address or (as the case may be) two Business Days after being deposited...

  • Page 243
    ...YORKSHIRE CABLE COMMUNICATIONS LIMITED ) ) STEPHEN COOK NEIL SMITH ) EXECUTED and DELIVERED as a DEED by YORKSHIRE CABLE PROPERTIES LIMITED ) ) STEPHEN COOK NEIL SMITH ) EXECUTED and DELIVERED as a DEED by CABLE LONDON LIMITED ) ) ) STEPHEN COOK NEIL SMITH Source: VIRGIN MEDIA INVESTM, 10...

  • Page 244
    ... ) ) Witness: PAUL THOMPSON Witness name: Paul Thompson Witness 5 North Colonnade Address: Canary Wharf London E14 4BB THE SECURITY TRUSTEE EXECUTED as a DEED by DEUTSCHE BANK AG, LONDON BRANCH acting by: ) ) NICOLA DAWES ELIZABETH MACADIE Source: VIRGIN MEDIA INVESTM, 10âˆ'K, March 01, 2007

  • Page 245
    ... to NTL Group Limited, Attn; Gill James, Deputy Company Secretary at its office (Quadrant House, Thomas More Square, 17 Thomas More Street, London E1W 1YE, England) of a notice in the form attached signed by the person entitled to exercise the Option, specifying the number of shares which such...

  • Page 246
    ... AGREEMENT, dated as of •, 2006, between NTL Incorporated, a Delaware corporation and its affiliated entities (the "Company"), and • (the "Indemnitee"). WHEREAS, Indemnitee has agreed to serve, and is serving, as a director of the Company, at the request of the Board of Directors of the Company...

  • Page 247
    ... Company to serve as a director, officer, employee, trustee, agent or fiduciary of another corporation, partnership, joint venture, trust or other entity, and thereafter so long as the Indemnitee shall be subject to any possible Claim arising out of the Indemnitee's tenure in the foregoing positions...

  • Page 248
    ...including, without limitation, indemnification of Expenses and/or Advances by the Company under this Agreement or any other agreement or Company Byâˆ'law now or hereafter in effect relating to Claims for Indemnifiable Events and/or (ii) recovery under any directors' and officers' liability insurance...

  • Page 249
    ... such additional time in order to make the determination. (b) Burden of Proof; Procedure. In connection with any determination by the Reviewing Party or otherwise as to whether Indemnitee is entitled to be indemnified under this Agreement, the burden of proof shall be on the Company to establish by...

  • Page 250
    ... the rights of Indemnitee to indemnity payments and expense advances under this Agreement, any other agreements, the Certificate of Incorporation or the Byâˆ'laws now or hereafter in effect relating to Claims for Indemnifiable Events, the Company shall seek legal advice only from special independent...

  • Page 251
    ...thereof, the Company will not be liable to Indemnitee under this Agreement for any legal or other expenses subsequently incurred by Indemnitee in connection with the defense thereof other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ...

  • Page 252
    ... the Company are more favorable to such directors or officers than the rights currently provided thereunder or under this Agreement to Indemnitee, Indemnitee shall be entitled to the full benefits of such more favorable rights to the extent permitted by applicable law. To the extent that a change in...

  • Page 253
    ... timely filing of a legal action within such oneâˆ'year period; provided, however, that if any shorter period of limitations is otherwise applicable to any such cause of action such shorter period shall govern. 14. SEVERABILITY. The provisions of this Agreement shall be severable in the event that...

  • Page 254
    ... notice or written demand shall be addressed as follows: If to the Company, to it at either of the following addresses: NTL Incorporated 909 Third Avenue, Suite 2863 New York New York 10022 Attention (Urgent): General Counsel Fax number: [ ] or NTL Incorporated NTL House Bartley Wood Business Park...

  • Page 255
    ..., upon the parties hereto duly executing the Agreement, this Agreement shall be in full force and effect from and as of the date of this Agreement. NTL INCORPORATED By: Name: Bryan Hall Title: Secretary & General Counsel THE INDEMNITEE By: Name: 10 Source: VIRGIN MEDIA INVESTM, 10âˆ'K, March 01...

  • Page 256
    ...new subâˆ'section "(h)" as follows: POS Regulations: shall mean the UK Public Offer of Securities Regulations 1995." Please confirm your agreement to the foregoing by signing this Amendment No. 1 and returning it to us. Best regards. Sincerely, NTL Incorporated By: Name: Title: Source: VIRGIN MEDIA...

  • Page 257
    Accepted and Agreed: The Indemnitee Name: 12 Source: VIRGIN MEDIA INVESTM, 10âˆ'K, March 01, 2007

  • Page 258
    Exhibit A Jeffrey Benjamin Simon P. Duffy David Elstein Robert C. Gale William R. Huff Robert Mackenzie Richard H. Martin Jr. George Zoffinger Source: VIRGIN MEDIA INVESTM, 10âˆ'K, March 01, 2007

  • Page 259
    ... limited to, any action taken in such capacity in connection with the consummation of the financial restructuring of Telewest Communications plc." Please confirm your agreement to the foregoing by signing this Amendment No. 1 and returning it to us. Best regards. Sincerely, NTL Incorporated By: Name...

  • Page 260
    Accepted and Agreed: The Indemnitee Name: 15 Source: VIRGIN MEDIA INVESTM, 10âˆ'K, March 01, 2007

  • Page 261
    Exhibit B William Connors Estate of Cob Stenham Neil Smith Source: VIRGIN MEDIA INVESTM, 10âˆ'K, March 01, 2007

  • Page 262
    ... 12.1 VIRGIN MEDIA INC. AND SUBSIDIARIES COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES (in millions, except ratios) Year ended December 31, 2004 Reorganized Company 2006 Reorganized Company 2005 Reorganized Company 2003 Reorganized Company 2002(1) Predecessor Company Fixed charges: Interest...

  • Page 263
    ... Camden Limited Cable Communications (Telecom) Limited Cable Communications Limited Cable Enfield Limited Cable Finance Limited Cable Guide Limited Cable Hackney & Islington Limited Cable Haringey Limited Cable Interactive Limited Cable Internet Limited Cable London Limited Cable on Demand Limited...

  • Page 264
    ...Cambridge Holding Company Limited Capital City Cablevision Limited CCL Corporate Communication Services Limited Central Cable Holdings Limited Central Cable Limited Central Cable Sales Limited Challenge TV Chariot Collection Services Limited Chartwell Investors, LP Columbia Management Limited ComTel...

  • Page 265
    ... (1992) Limited Flextech (Kindernet Investment) Limited Flextech (Travel Channel) Limited Flextech Broadband Holdings Limited Flextech Broadband Limited Flextech Broadcasting Limited Flextech Business News Limited Flextech Childrens Channel Limited Flextech Communications Limited Flextech Digital...

  • Page 266
    ...Network Gaming Consulting Limited NNS UK Holdings 1 LLC NNS UK Holdings 2, Inc North CableComms Holdings, Inc North CableComms LLC North CableComms Management, Inc Northampton Cable Television Limited Northern Credit Limited ntl (Aylesbury and Chiltern) Limited ntl (B) Limited ntl (BCM Plan) Pension...

  • Page 267
    ... (V) Plan Pension Trustees Limited ntl (Wandsworth) Limited ntl (Wearside) Limited ntl (West London) Limited ntl (YorCan) Limited ntl (York) Limited ntl Acquisition Company Limited ntl Bolton Cablevision Holding Company NTL Brighton LLC ntl Bromley Company ntl Business (Ireland) Limited ntl Business...

  • Page 268
    ... Networks Limited ntl North CableComms Holdings, Inc ntl North CableComms Management, Inc ntl Partcheer Company Limited ntl Pension Trustees Limited ntl Programming Subsidiary Company ntl Rectangle Limited NTL Rochester Inc ntl Sideoffer Limited ntl Solent Company ntl Solent Telephone and Cable TV...

  • Page 269
    ...Holdings, Inc ntl Wirral Company ntl Wirral Telephone and Cable TV Company Oxford Cable Limited Penn Services Inc Perth Cable Television Limited Pinnacle Debt Recovery Limited Prospectre Limited Rapid Banking Solutions Limited Rapid Business Solutions Limited Rapid Personal Digital Solutions Limited...

  • Page 270
    ...Trouble TV Limited TVS Pension Fund Trustees Limited TVS Television Limited United Artists Investments Limited Virgin Media (UK) Group, Inc Virgin Media Business Limited Virgin Media Communications Limited Virgin Media Communications Networks Limited Virgin Media Directors Limited Virgin Media Dover...

  • Page 271
    ... Holdings (UK) Limited Virgin Mobile Telecoms Limited Virgin Net Limited Virigin Media Finance PLC Vision Networks Services UK Limited VMIH Sub Limited Wakefield Cable Communications Limited Wessex Cable Limited Windsor Television Limited Winston Investors LLC Workplace Technologies Trustees Company...

  • Page 272
    ... Media Group LLC, Virgin Media Holdings Inc., Virgin Media (UK) Group, Inc., Virgin Media Communications Limited, and Virgin Media Investment Holdings Limited, Registration Statement (Form Sâˆ'8 No. 333âˆ'134523) of Virgin Media Inc. pertaining to the Virgin Media Inc. 2006 Stock Incentive Plan...

  • Page 273
    ... Media Group LLC, Virgin Media Holdings Inc., Virgin Media (UK) Group, Inc., Virgin Media Communications Limited, and Virgin Media Investment Holdings Limited, Registration Statement (Form Sâˆ'8 No. 333âˆ'134523) of Virgin Media Inc. pertaining to the Virgin Media Inc. 2006 Stock Incentive Plan...

  • Page 274
    ..., whether or not material, that involves management or other employees who have a significant role in the registrants' internal control over financial reporting. Date: March 1, 2007 /s/ Stephen A. Burch Stephen A. Burch Chief Executive Officer Source: VIRGIN MEDIA INVESTM, 10âˆ'K, March 01, 2007

  • Page 275
    ...fraud, whether or not material, that involves management or other employees who have a significant role in the registrants' internal control over financial reporting. Date: March 1, 2007 /s/ Jacques Kerrest Jacques Kerrest Chief Financial Officer Source: VIRGIN MEDIA INVESTM, 10âˆ'K, March 01, 2007

  • Page 276
    ...with the Annual Report on Form 10âˆ'K of Virgin Media Inc. and Virgin Media Investment Holdings Limited (the "Registrants") for the year ended December 31, 2006 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), Stephen A. Burch, as Chief Executive Officer of the...