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England and Wales
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001-35961
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98-1112770
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer
Identification #)
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Exploit sources of revenue growth, including mobile, B2B and network expansion
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Deliver superior products and customer experiences across an expanding footprint
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Enhance revenue and operating cash flow (OCF)* growth compared to historical growth rates
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Leverage our global scale to tighten growth in costs
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Combine the PSU grants for each of the next two years into a single award of 2016 PSUs with a single performance target;
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Extend the performance period for the 2016 PSUs to three years (2016, 2017 and 2018) in line with the execution phase of the Liberty 3.0 program;
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Make no grant of PSUs in 2017 for participants who receive a grant of 2016 PSUs;
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Require the target performance to be a 6.0% OCF CAGR during the three-year performance period ending December 31, 2018 (with 2015 as the base year), with over-performance payout opportunities if the OCF CAGR exceeds the target; and
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Maintain the annual SAR component from previous programs, as these awards vest in installments over a four year period.
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2016 PSUs Granted (1):
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Name and Position
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Year
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LBTYA PSU Grant
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LBTYK PSU Grant
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LILA PSU Grant
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LILAK
PSU Grant
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Michael T. Fries, President, Chief Executive Officer
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2016
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227,212
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454,424
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11,360
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22,720
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2017
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0
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0
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0
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0
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Charles H.R. Bracken, Executive Vice President & Co-Chief Financial Officer (Principal Financial Officer)
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2016
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60,590
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121,180
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3,030
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6,060
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2017
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0
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0
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0
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0
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Bernard G. Dvorak, Executive Vice President & Co-Chief Financial Officer (Principal Accounting Officer)
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2016
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60,590
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121,180
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3,030
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6,060
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2017
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0
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0
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0
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0
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Diederik Karsten, Executive Vice President & Chief Commercial Officer
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2016
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60,590
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121,180
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3,030
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6,060
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2017
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0
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0
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0
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0
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Balan Nair, Executive Vice President & Chief Technology Officer
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2016
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60,590
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121,180
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3,030
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6,060
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2017
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0
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0
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0
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0
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(1)
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Each participant’s total 2016 PSU grants have a target equity value that has been increased to accommodate the change to a three-year performance period and replacement of the grant of 2017 PSUs, which otherwise would have been made to the participants in 2017. The CEO employment agreement provides for specific 2016 PSU and 2017 PSU target equity values, which have been combined. In connection with the 2016 PSU grant, our CEO will waive any right under his employment agreement to receive a PSU grant in 2017. The 2016 PSUs for our executive officers are divided among our shares based on a ratio of 20 LBTY shares for every one LiLAC share, with the LBTY and LiLAC shares further divided on a 1:2 ratio between the respective Class A and Class C ordinary shares. The target price of the 2016 PSUs for purposes of determining the number of awards to be granted in satisfaction of each participant’s target equity value was determined utilizing a weighted average closing price of the four classes of shares over a five-day trading period in connection with the Committee’s determination of the revisions to the Company’s performance incentive program in mid-January 2016. Such weighted average closing price was $34.93.
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*
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The base performance objective of 4.5% was designed so that the awards would qualify as performance-based compensation under Section 162(m). If the base performance objective is achieved, our NEOs will be eligible to earn up to 300% of their 2016 PSUs, subject
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LIBERTY GLOBAL PLC
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By:
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/s/ MICHELLE L. KEIST
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Michelle L. Keist
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Vice President
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