Virgin Media Reports Fourth Quarter 2008 Results

Record Broadband, TV, and Contract Mobile Customers


LONDON, Feb. 25, 2009 (GLOBE NEWSWIRE) -- Virgin Media Inc. (Nasdaq:VMED) announces results for the quarter ended December 31, 2008.

Quarterly Highlights



 Financial
 --  Total revenue of GBP 1,033m (Q4-07: GBP 1,051m)
 --  On-net Consumer revenue up sequentially for second successive
     quarter
 --  OCF(1) of GBP 320m (Q4-07: GBP 321m)
 --  Operating loss of GBP 50m (Q4-07: GBP 18m loss)
 --  Free Cash Flow(2) of GBP 61m (Q4-07: GBP 63m)
 --  Net cash provided by operating activities of GBP 167m (Q4-07: GBP
     273m)
 --  Early cash repayment of GBP 300m following successful bank
     amendment
 --  Initiation of restructuring plan to drive further operational
     improvements and efficiencies

 Operational
 --  Revenue Generating Unit (RGU)(3) net increase of 185,500 (Q4-07:
     272,100) to 12.41m (Q4-07: 11.69m)
 --  On-net(4) cable ARPU increased for second successive quarter to
     GBP 42.30 (Q4-07: GBP 42.24)
 --  On-net churn reduced to 1.2% (Q4-07: 1.4%)
 --  Record triple-play penetration of 55.9% (Q4-07: 49.5%)

     Broadband
     --   On-net broadband customer net increase of 57,100 (Q4-07:
          106,200) to a record 3.68m (Q4-07: 3.41m)
     --   Improving tier mix with 1.2m next generation (10Mb and
          above) customers (Q4-07: 0.8m)
     --   Launch of 50Mb broadband
     --   Upgrading 2Mb customers to 10Mb, commencing May 2009

     Television
     --   TV customer net increase of 44,500 (Q4-07: 61,100) to a
          record 3.62m (Q4-07: 3.48m)
     --   Video-on-demand (VOD) usage rises to 52% of digital
          customers (Q4-07: 47%)
     --   Highest ever average VOD views of 53m per month (Q4-07: 33m)

     Mobile
     --   Contract mobile customers net increase of 70,800 (Q4-07:
          47,500) to a record 649,400 (Q4-07: 376,300)
     --   Launch of 3Gb mobile broadband

 (1) OCF: operating income before depreciation, amortization, goodwill
     and intangible asset impairments and restructuring and other
     charges. OCF is a non-GAAP financial measure. Please see Appendix
     F for a reconciliation of non-GAAP financial measures to their
     nearest GAAP equivalents.

 (2) Free Cash Flow or FCF: operating income before depreciation,
     amortization, goodwill and intangible asset impairments and
     restructuring and other charges (OCF) reduced by purchase of
     fixed and intangible assets, as reported in our statements of
     cash flows, and net interest expense, as reported in our
     statements of operations. FCF is a non-GAAP financial measure.
     Please see Appendix F for a reconciliation of non-GAAP financial
     measures to their nearest GAAP equivalents.

 (3) RGU: a contract for residential broadband, TV, telephony or
     contract mobile services. A triple-play customer is one household
     taking broadband, TV and telephony, which equals three RGUs.

 (4) On-net: where services are provided by the Company's fiber optic
     cable network, as opposed to non-cable areas, referred to as
     off-net.

Neil Berkett, Chief Executive Officer of Virgin Media, said:

"We finished 2008 with another quarter of sound operational and financial performance. We have achieved further growth in ARPU and improvement in churn, whilst generating strong Free Cash Flow for the year.

"During the quarter, we built upon the foundations we put in place to deliver a differentiated and highly competitive consumer proposition in 2009. Record numbers of customers are now using Virgin Media's services, despite the current economic environment. We are successfully giving people more reasons to choose us and they are buying more products from us than ever before, with 56% of our customers now buying three services or more.

"Since its launch in December the consumer response to our next generation 50Mb broadband service has been encouraging and helped reinforce our position as the UK's leading residential broadband provider. We have also extended our lead in the video-on-demand and catch-up TV markets, which we believe to be valuable services in retaining customers and attracting prospects to Virgin Media. Over the course of 2008 we received more than half a billion views as on-demand TV came of age.

"A GBP 300m repayment of our debt in the quarter, along with the amendment of our senior credit facility in November 2008, and our operational improvements mean Virgin Media today is a strong business with a stable foundation. In 2009, we intend to continue working to build stockholder value by maintaining a relentless focus on operational efficiency and delivering a range of superior services."

Conference call details

There will be a webcast and conference call for analysts and investors today at 8am ET / 1pm UK time.

The presentation can be accessed live via webcast on the Company's website, www.virginmedia.com/investors.

Analysts and investors can dial in to the presentation by calling +1 866 966 5335 in the United States or +44 (0) 20 3023 4472 for international access, passcode "Virgin Media Inc." for all participants.

The teleconference replay will be available for one week beginning approximately two hours after the end of the call until Wednesday, March 4, 2009. The dial-in replay number for the U.S. is: +1 866 583 1035 and the international dial-in replay number is: +44 (0) 20 8196 1998, passcode: 499513#.

Forward-looking statements

This release contains certain forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Please refer below to "Safe Harbor Statement under the U.S. Private Securities Litigation Reform Act of 1995" for a more detailed discussion regarding these forward-looking statements.



 SUMMARY FINANCIAL RESULTS (unaudited)
 -------------------------------------
                                             Q4 2008  Q3 2008  Q4 2007
                                            -------- -------- --------
                                              GBP m    GBP m    GBP m
  Revenue
   Cable
    Consumer                                   617.5    610.3    621.9
    Business                                   155.1    153.4    163.0
                                            -------- -------- --------
                                               772.6    763.7    784.9
   Mobile                                      141.1    145.5    151.6
   Content                                     118.8     81.9    114.1
                                            -------- -------- --------
  Total Revenue                              1,032.5    991.1  1,050.6

  OCF                                          320.3    325.0    321.0

  FCF                                           61.4    103.1     63.0

  Operating (loss) income                      (50.2)    48.6    (17.8)

  Net cash provided by operating activities    167.2    209.6    273.1


 GROUP RESIDENTIAL OPERATIONS
  STATISTICS ('000s)                         Q4 2008  Q3 2008  Q4 2007
 ----------------------------               -------- -------- --------

  Group RGUs

   Television                                3,621.0  3,576.5  3,478.1
    Digital TV                               3,469.0  3,407.9  3,253.5

   Broadband
    On-net                                   3,682.8  3,625.7  3,413.9
    Off-net                                    252.0    260.1    287.3
                                            -------- -------- --------
                                             3,934.8  3,885.8  3,701.2

   Telephone
    On-net                                   4,099.2  4,078.6  4,031.4
    Off-net                                    105.5    104.9    103.9
                                            -------- -------- --------
                                             4,204.7  4,183.5  4,135.3

   Mobile
    Contract                                   649.4    578.6    376.3


  Total RGUs                                12,409.9 12,224.4 11,690.9
                                            ======== ======== ========


  Net RGU adds

   Television                                   44.5     37.8     61.1
    Digital TV                                  61.1     54.4     86.5

   Broadband
    On-net                                      57.1     68.7    106.2
    Off-net                                     (8.1)   (12.6)     5.0
                                            -------- -------- --------
                                                49.0     56.1    111.2

   Telephone
    On-net                                      20.6     15.4     38.9
    Off-net                                      0.6     (2.4)    13.4
                                            -------- -------- --------
                                                21.2     13.0     52.3

   Mobile (1)
    Contract                                    70.8     78.3     47.5

                                            -------- -------- --------
  Net RGU adds (2)                             185.5    185.2    272.1

  Data cleanse - Residential Cable
   Operations (2)                                 --     (6.8)      --
  Data cleanse - Mobile Operations (3)            --      8.7       --

  Total increase in RGUs in period             185.5    187.1    272.1
                                            ======== ======== ========
 Notes
  (1) The operating statistics relating to Prepay mobile are
  included within Mobile Operations Statistics, as described
  elsewhere in this earnings release.
  (2) Data cleanse activity in our Residential Cable Operations
  with respect to August and September of Q3-08 resulted in a
  decrease in reported customer numbers of 9,100 and a decrease in
  reported RGUs of 6,800, comprised of decreases of approximately
  6,400 Broadband, 300 Telephone and 100 Television RGUs. The Net
  RGU adds above exclude the impact of the data cleanse
  increases/decreases in order to show the true organic growth or
  decline. 
  (3) Data cleanse activity in our Mobile Operations with respect to 
  Q3-08 resulted in an increase in reported Contract mobile customer 
  numbers.

OVERVIEW

Today's fourth quarter results show encouraging progress, operationally and financially, against our key strategic priorities. In the fourth quarter, our business demonstrated good resilience to the wider economic conditions, with lower churn, higher ARPU and strong Free Cash Flow. An attractive portfolio of products, competitive pricing and an improving customer experience have all helped drive further operational progress.

We successfully grew our on-net customer base and all our on-net product lines during the period. Customer retention continued to improve with average monthly churn falling to 1.2%, compared to 1.4% in the same quarter last year. Further RGU growth, underpinned by successful cross-sell and up-sell, has taken triple-play penetration to a record 55.9%. Despite the economic background, consumer revenue improved and Cable ARPU increased to GBP 42.30.

In broadband, we continued to exploit the inherent capabilities of our next generation fiber optic network and decisively distinguish Virgin Media's services from those of our DSL competitors. This helped us achieve 57,100 on-net broadband net additions in the quarter and, just as importantly, a significant improvement in our tier mix. The completion of our 4Mb to 10Mb speed upgrade program and the growth in our 10Mb and 20Mb broadband tiers reflects a growing consumer appetite for higher broadband speeds. We are continuing to pro-actively redefine the broadband market with the launch of our ultra fast 50Mb product in December 2008 and the recently announced upgrade of our 2Mb customers to 10Mb from May 2009.

We also continued to build our TV proposition with further enhancements to our market-leading video-on -demand ("VOD") service, the only TV platform to deliver the BBC's iPlayer service. These developments, together with further additions to our library of popular TV shows, movies and music videos, drove a significant increase in VOD views. VOD views in December reached a record high of 56 million, taking total views in 2008 to 516 million. During the first quarter of 2009 we have continued to develop our VOD offering with the addition of 40 hours of catch-up TV per week and 500 hours of new content from ITV. Further significant enhancements to both our library and our customer interface are planned for later in the year.

We successfully expanded our contract mobile base during the quarter, principally through targeted cross-sell to our cable customers. We also launched a mobile broadband product which complements our fixed broadband offering and, by introducing a market leading fixed data rate, will meet increasing consumer demand for mobile data consumption. During 2009 we continue to proactively exploit our mobile capability and integrate mobile's "third screen" in the home into a comprehensive digital proposition.

In November we also announced important steps to re-engineer our business and create a fully-integrated, customer-focused organization. While implementation of this program is in its early stages, we remain on track to deliver the targeted GBP 120m annual SG&A and operating cost savings by the end of 2012.

While the broader economic environment in the UK remains challenging, we have been able to grow our customer base and build a robust platform for growth.

RESULTS FOR THE THREE MONTHS ENDED DECEMBER 31, 2008

TOTAL REVENUE

Total revenue in the fourth quarter was GBP 1,032.5m (Q3-08: GBP 991.1m; Q4-07: GBP 1,050.6m). The sequential increase was due to increased Content and Cable revenue, partially offset by reduced Mobile revenue. The year-on-year decrease was mainly due to reduced Business, off-net and Mobile revenue, partially offset by growth in Content revenue.

CABLE SEGMENT REVENUE

Consumer

Consumer revenue in the fourth quarter was GBP 617.5m (Q3-08: GBP 610.3m; Q4-07: GBP 621.9m). Revenue grew sequentially mainly due to an increase in Cable ARPU. Cable ARPU increased to GBP 42.30 (Q3-08: GBP 41.94; Q4-07: GBP 42.24) due to selective price rises and successful up-sell and cross-sell, partly offset by declining fixed telephony usage. On-net consumer revenue of GBP 602.9m (Q3-08: GBP 595.3m; Q4-07: GBP 604.7m) increased sequentially for the second quarter in a row.

On-net Cable RGU net additions were 122,200 in the quarter (Q3-08: 121,900; Q4-07: 206,200). Movements in individual product RGU net additions are explained below.

Average monthly churn was 1.2% (Q3-08: 1.5%; Q4-07: 1.4%). Gross on-net customer disconnections of 177,800 in the quarter were down 14% sequentially and down 11% from the same quarter last year.

Gross on-net customer additions in the fourth quarter were 192,600, down 10% on the previous quarter and down by 14% on the same quarter last year. We believe the year-on-year decline partly reflects the focus on better quality gross additions and our priority of reducing churn, along with the impact of a softer macroeconomic environment. The rate of year-on-year decline was similar to the third quarter. The on-net customer base was 4.76m at the quarter-end, with net additions of 14,800 in the quarter.

Successful bundling and cross-sell was reflected in continued growth in triple-play penetration, which reached a record 55.9% at the quarter-end compared to 49.5% a year ago. Cable RGUs per customer also grew to 2.40 from 2.29 a year ago.

Broadband (On-net)

Broadband net additions were 57,100 (Q3-08: 68,700; Q4-07: 106,200). Net additions were down both sequentially and year-on-year due to lower gross additions, partially offset by lower churn. We believe gross additions were down partly due to slower growth in the overall broadband market and our shift in focus towards growth in higher ARPU tiers.

This increased focus on up-sell has improved the tier mix and the number of subscribers on our top 20Mb tier has increased by 66% to 385,200 in the last twelve months while the number of 10Mb subscribers has grown by 37% year-on-year to 788,900. In the fourth quarter, 54% of our broadband gross additions took 10Mb or higher compared to just 17% a year earlier. The percentage of our broadband customers in the 10Mb and 20Mb tiers is now 21% and 11%, respectively. From May 2009, we plan to begin upgrading our 2.5m existing 2Mb customers to our 10Mb service.

On December 15, 2008, we announced the launch of our 50Mb tier, which we expect to be available to our entire broadband-capable network during the third quarter of 2009.

Broadband remains our premier product where we believe our superior network differentiates us from our DSL competitors. We are fully focused on maximizing the potential of our cable network to improve the consumer experience with actual customer speeds well ahead of our DSL competitors.

Television

Total TV net additions were 44,500 in the quarter (Q3-08: 37,800; Q4-07: 61,100).

Customers are increasingly using our VOD services. On a monthly basis, 1.8m of our digital TV customers are now using VOD, representing a reach of 51.8%. Average views per user per month in the quarter were 29.7 compared to 22.0 a year ago. Average monthly views were 52.9m in the quarter, up 19% on the previous quarter and up 60% on the same quarter last year.

During the quarter, we added 52,800 V+ DVR subscribers to reach an installed base of 521,500. This represents a penetration level of just 15% of our digital subscribers and so the growth opportunity remains strong. In addition, based on our experience, VOD subscribers and V+ DVR users are less likely to churn.

Telephony (On-net)

Telephony net additions were 20,600 (Q3-08: 15,400; Q4-07: 38,900). Continued growth is driven by our successful bundling of telephony with our broadband and TV products at the point of sale, along with continued cross-selling and reduced churn.

Off-net

Consumer off-net revenue, which is included in total consumer revenue, was GBP 14.6m (Q3-08: GBP 14.9m; Q4-07: GBP 17.1m). At the quarter-end, we had 252,000 off-net broadband subscribers, with a decrease of 8,100 in the quarter, mainly due to churn as a result of the highly competitive broadband market. The number of off-net telephony subscribers increased by 600 net additions during the quarter and we now have a base of 105,500 telephony subscribers.

We have recently re-branded our off-net business as Virgin Media National.

Business

Business revenue was GBP 155.1m (Q3-08: GBP 153.4m; Q4-07: GBP 163.0m) with the sequential revenue increase due mainly to higher wholesale revenue and retail data revenue, partially offset by lower retail voice revenue and retail other revenue. The year-on-year decline was due mainly to lower retail voice and retail other revenue, partially offset by higher retail data revenue and wholesale revenue.

Consistent with our strategy to replace declining voice revenue with data revenue, we continue to experience a shift in the mix of retail revenue from voice to data. Retail data revenue was GBP 49.8m (Q3-08: GBP 49.3m; Q4-07: GBP 43.4m). Retail voice revenue was GBP 45.4m (Q3-08: GBP 47.5m; Q4-07: GBP 51.3m).

Retail other revenue in the quarter was GBP 11.9m (Q3-08: GBP 13.6m; Q4-07: GBP 21.4m). The majority of this revenue is from infrastructure projects which are non-recurring in nature. Our largest infrastructure project had previously been the provision of telecoms network equipment for the new Terminal 5 at Heathrow airport, which contributed GBP 1.1m of revenue in the fourth quarter compared to GBP 3.8m in the previous quarter and GBP 9.0m in the same quarter last year as the contract is coming to an end. However, this contract operates at a very low margin and, consequently, it does not have a significant impact on Cable OCF.

Wholesale revenue in the quarter was GBP 48.0m (Q3-08: GBP 43.0m; Q4-07: GBP 46.9m). Revenue was up sequentially mainly due to an additional GBP 2.5m of stronger than usual customer equipment sales and strong data growth. Wholesale revenue is expected to decline sequentially in the first quarter of 2009 due to lower customer equipment sales.

Cable OCF

Cable OCF in the quarter was GBP 297.1m (Q3-08: GBP 301.7m; Q4-07: GBP 309.5m). Cable OCF was down slightly from the previous quarter mainly due to a GBP 29.6m increase in operating costs, partially offset by GBP 8.9m higher revenue and GBP 16.4m lower SG&A. Cable operating costs were up mainly due to higher programming costs relating to our new BSkyB basic carriage agreement and higher premium channel pricing, and higher facilities costs due mainly to an increase in energy costs. SG&A was down mainly due to seasonally lower marketing costs and lower employee costs.

Cable OCF was down year-on-year mainly due to GBP 18.9m higher operating costs and GBP 12.3m lower revenue, partially offset by GBP 19.5m lower SG&A. Operating costs were up mainly due to higher BSkyB programming costs and increased facilities costs. SG&A was down due to cost control, including lower bad debt expense and lower employee costs.

Cable OCF as a percentage of Cable revenue (Cable OCF margin) was 38.5% (Q3-08: 39.5%; Q4-07: 39.4%).

MOBILE SEGMENT

Mobile Revenue

Mobile revenue in the quarter was GBP 141.1m (Q3-08: GBP 145.5m; Q4-07: GBP 151.6m), comprising GBP 134.6m service revenue (Q3-08: GBP 139.9m; Q4-07: GBP 142.0m) and GBP 6.5m equipment revenue (Q3-08: GBP 5.6m; Q4-07: GBP 9.6m).

Both the sequential and year-on-year service revenue decline were mainly due to a reduction in prepay subscribers being partially offset by growth in the number of higher value contract subscribers. Year-on-year equipment revenue decline was due to fewer handset sales.

Contract net additions in the quarter were 70,800 (Q3-08: 78,300; Q4-07: 47,500) as we continued to successfully execute our strategy of using our own sales channels and cross-selling mobile contracts to our Virgin Media cable customers. At the quarter-end, we had 649,400 contract customers representing 16% of our total mobile customers, and growth of 73% in the last twelve months.

Prepay net disconnections in the quarter were 224,000 (Q3-08: 117,300 net disconnects; Q4-07: 13,000 net additions) reflecting a highly competitive market and our decision not to focus on the lower value end of the prepay market because this segment tends to have higher churn, low prices and lower overall profitability. Consequently, we expect our prepay subscriber base to continue to decline during 2009.

Overall Mobile ARPU for the quarter was GBP 10.75 (Q3-08: GBP 10.93; Q4-07: GBP 10.69), up slightly year-on-year mainly due to an improved mix of higher value contract customers. ARPU is down sequentially due to seasonally lower roaming revenue and lower prepay usage.

Mobile OCF

Mobile OCF was GBP 24.9m in the quarter (Q3-08: GBP 28.1m; Q4-07: GBP 17.8m). Mobile OCF was down compared to the previous quarter mainly reflecting the decline in revenue.

Mobile OCF was up compared to the same quarter last year mainly due to reduced operating costs and SG&A, partially offset by reduced revenue. Operating costs were down due to lower sales volumes and lower commission costs due to a shift towards our own sales channels.

Mobile OCF as a percentage of Mobile revenue (Mobile OCF margin) was 17.6% (Q3-08: 19.3%; Q4-07: 11.7%).

CONTENT SEGMENT

Content Revenue

The Content segment consists of VMtv and Sit-up.

Total Content segment revenue, after inter segment elimination, was GBP 118.8m (Q3-08: GBP 81.9m; Q4-07: GBP 114.1m), comprising GBP 34.2m (Q3-08: GBP 30.9m; Q4-07: GBP 27.3m) from VMtv and GBP 84.6m (Q3-08: GBP 51.0m; Q4-07: GBP 86.8m) from Sit-up. VMtv sells channels to and receives subscriptions from the Virgin Media Cable segment. As a result, for consolidation purposes, GBP 6.5m of inter segment revenue has been eliminated in the quarter.

VMtv revenue was up compared to the same quarter last year due to increased advertising revenue and increased subscription revenue. Subscription revenue increased both sequentially and year-on-year due to a new carriage agreement with BSkyB for continued and extended carriage of our VMtv channels on its satellite platform, effective from November 13, 2008 at higher rates than under the previous contract.

Advertising revenue was up 10% year-on-year and outperformed the overall TV advertising market which declined during the year. Advertising revenue was down sequentially as a result of the non-recurrence of GBP 4.3m of revenue recognized in the third quarter, due to the successful resolution of a dispute as described in our third quarter earnings release.

As expected, Sit-up revenue was seasonally higher than the third quarter due to higher sales volumes in the Christmas Holiday season. However, year-on-year revenue and profitability was lower due to the impact of a downturn in retail consumer spending.

On January 6, 2009, Sit-up ceased broadcasting on one of its two Freeview channels following its unsuccessful bid in the auction process for the renewal of its license.

As a result of the loss of Sit-up's second Freeview channel and the deterioration in the outlook for Sit-up's business, management is reviewing the implications of these developments on Sit-up's business model and considering how best to address them. An impairment charge of GBP 54.8m this quarter has been made for goodwill and other intangible assets relating to Sit-up.

Content OCF

Content segment OCF in the quarter, before inter segment elimination, was a loss of GBP 1.7m (Q3-08: GBP 4.8m loss; Q4-07: GBP 6.3m loss). Content OCF improved sequentially mainly due to seasonally higher Sit-up performance, partially offset by seasonally higher VMtv programming costs.

Content OCF improved year-on-year due mainly due to increased VMtv revenue.

UKTV JOINT VENTURE

Virgin Media owns 50% of the companies that comprise UKTV, a group of joint ventures formed with BBC Worldwide. UKTV produces a portfolio of television channels based on the BBC's program library and other acquired programming, which are carried on Virgin Media's cable platform and also on satellite. Some channels are also available on Freeview.

Virgin Media accounts for its interest in UKTV under the equity method and recognized a share of UKTV's net income of GBP 4.3m in the quarter (Q3-08: GBP 3.2m; Q4-07: GBP 0.3m). UKTV's financial results are not consolidated in Virgin Media's revenue, operating loss or OCF.

UKTV is funded by loans from Virgin Media, which were GBP 138m at December 31, 2008. These loans effectively act as a revolving facility for UKTV. Virgin Media loaned a net GBP 1.9m to UKTV during the fourth quarter and received net repayments of GBP 8.6m for the full year. Virgin Media received cash payments from UKTV in the quarter totaling GBP 22.9m and in the year-to-date totaling GBP 38.1m, which consisted of dividends, interest payments and payments for consortium tax relief.

Virgin Media's investment in UKTV is carried on the balance sheet at December 31, 2008 at GBP 354m, which includes the outstanding loans of GBP 138m.

OPERATING COSTS (EXCLUSIVE OF DEPRECIATION AND AMORTIZATION)

Operating costs (exclusive of depreciation and amortization) were GBP 497.3m in the quarter (Q3-08: GBP 436.6m; Q4-07: GBP 491.6m).

Operating costs were up sequentially due mainly to higher Cable operating costs (as described above) and seasonally higher Content programming and Sit-up costs.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES (SG&A)

SG&A was GBP 214.9m in the quarter (Q3-08: GBP 229.5m; Q4-07: GBP 238.0m). SG&A costs were down mainly due to lower Cable SG&A (as described above).

OPERATING INCOME BEFORE DEPRECIATION, AMORTIZATION, GOODWILL AND INTANGIBLE ASSET IMPAIRMENTS AND RESTRUCTURING AND OTHER CHARGES (OCF)

OCF was GBP 320.3m in the quarter (Q3-08: GBP 325.0m; Q4-07: GBP 321.0m). The sequential decrease was due to the decrease in both Cable OCF and Mobile OCF being partially offset by improved Content OCF. The year-on-year decrease was mainly due to reduced Cable OCF partially offset by improved Mobile OCF and Content OCF.

OCF in the first quarter of 2009 is expected to be negatively affected, as compared to the fourth quarter of 2008, by increased marketing and facilities costs, implementation costs relating to our cost savings program and a weaker performance from our Sit-up business. As a result, we expect first quarter OCF to be approximately GBP 5m to GBP 15m lower than in the fourth quarter.

OCF as a percentage of revenue (OCF margin) was 31.0% (Q3-08: 32.8%; Q4-07: 30.6%).

OCF is a non-GAAP financial measure. See Appendix F for reconciliations of non-GAAP financial measures to their nearest GAAP equivalents.

Cost saving program

In November we announced important steps to re-engineer our business and create a fully-integrated, customer-focused organization, driving further improvements in operational performance and eliminating inefficiencies. While implementation of this program is in its early stages, we remain on track to deliver the targeted GBP 120m annual savings in SG&A and operating costs by the end of 2012.

During the fourth quarter, we incurred GBP 16.0m in restructuring and other charges in relation to this program. In 2009, we expect to incur between GBP 35m and GBP 40m in SG&A and operating costs and between GBP 35m and GBP 40m of restructuring and other charges relating to this cost saving program.

OPERATING LOSS / INCOME

Operating loss was GBP 50.2m (Q3-08: GBP 48.6m income; Q4-07: GBP 17.8m loss) with the sequential decrease reflecting the goodwill and intangible asset impairments charge relating to our Sit-up business, increased depreciation and GBP 19.8m of restructuring and other charges. The year-on-year decrease was mainly due to the Sit-up goodwill and intangible asset impairments.

Restructuring and other charges of GBP 19.8m were incurred during the quarter (Q3-08: GBP nil; Q4-07: GBP 22.9m).

Depreciation was GBP 229.1m (Q3-08: GBP 214.3m; Q4-07: GBP 235.5m) with the sequential increase due mainly to depreciation in respect of new fixed assets.

Amortization expense was GBP 66.8m (Q3-08: GBP 66.1m; Q4-07: GBP 80.4m) with the year-on-year decline due to the cessation of amortization of certain intangible assets that became fully amortized during the year, partially offset by an increased expense related to the reduction in the remaining useful economic life of certain intangible assets effective January 1, 2008.

NET LOSS

Net loss was GBP 241.4m (Q3-08: GBP 120.8m; Q4-07: GBP 163.2m). The sequential decrease was due mainly to the non-cash goodwill and other intangible asset impairments charge of GBP 54.8m relating to the impairment review of our Sit-up business, and foreign currency losses, partially offset by gains on derivative instruments.

The year-on-year increase in net loss was mainly due to the Sit-up goodwill and other intangible asset impairments charge, and foreign currency losses, partially offset by gains on derivative instruments.

CAPITAL EXPENDITURE

Fixed asset additions (accrual basis) were GBP 161.2m for the quarter (Q3-08: GBP 146.6m; Q4-07: GBP 140.3m).

Fixed asset additions (accrual basis) were up mainly due to increased scaleable infrastructure costs relating to broadband speed upgrades.

The total purchase of fixed assets and intangible assets was GBP 139.1m in the fourth quarter (Q3-08: GBP 107.3m; Q4-07: GBP 112.2m).

Fixed asset additions (accrual basis) is a non-GAAP financial measure. See Appendix F for reconciliations of non-GAAP financial measures to their nearest GAAP equivalents.

FREE CASH FLOW

Free Cash Flow was GBP 61.4m (Q3-08: GBP 103.1m; Q4-07: GBP 63.0m) with the sequential decrease due mainly to an increase in total purchase of fixed assets and intangible assets.

Free Cash Flow is a non-GAAP financial measure. See Appendix F for reconciliations of non-GAAP financial measures to their nearest GAAP equivalents.

DEBT

As of December 31, 2008, long term debt (net of GBP 41m current portion) was GBP 6,267m. This consisted of GBP 4,189m outstanding under our Senior Credit Facility, GBP 1,256m of Senior Notes, GBP 684m of Convertible Senior Notes and GBP 138m of capital leases and other indebtedness. Cash and cash equivalents were GBP 182m.

Long term debt (net of GBP 41m current portion) increased by GBP 107m during the quarter mainly due to unfavorable foreign currency movements of GBP 410m, partially offset by a prepayment of the Senior Credit Facility of GBP 300m made in December 2008.

Foreign currency

During the fourth quarter, movements in underlying dollar and euro currency rates have caused the outstanding principal of our $425m denominated and our 225m euro denominated Senior Notes due 2014, and our $550m denominated Senior Notes due 2016 to increase by GBP 156m in total. Currency movements have also caused the outstanding principal of our $532m denominated tranches and 424m euro denominated tranches of our Senior Credit Facility to increase by GBP 132m in total.

The principal of our dollar and euro Senior Notes due 2014 are hedged under foreign currency derivatives until October 2011. The Senior Notes due 2016 and the foreign currency tranches of our Senior Credit Facility are hedged under foreign currency derivatives until maturity. Consequently, during the fourth quarter, there have been offsetting movements in the fair value of these derivatives. As a result, at December 31, 2008, the fair value of our derivative financial instruments was GBP 604m in assets and GBP 127m in liabilities. As at December 31, 2007, the fair value of our derivative financial instruments was GBP 64m in assets and GBP 122m in liabilities.

During the fourth quarter, movements in the underlying dollar currency rates have also caused the outstanding principal of our $1bn denominated Convertible Senior Notes due 2016 to increase by GBP 122m. The principal of the Convertible Senior Notes was not hedged for currency movements as it may be settled in either cash or shares in 2016, depending on our stock price and other factors.

Interest payments for all foreign currency Senior Notes, Senior Credit Facility tranches and the Convertible Senior Notes have been hedged through foreign currency derivatives.

Certain of the derivatives described above do not qualify for hedge accounting treatment under U.S. GAAP.

Interest

Cash interest paid (exclusive of amounts capitalized) was GBP 166.1m in the quarter and GBP 515.8m for the year.

Interest expense in the fourth quarter was GBP 125.6m (Q3-08: GBP 122.7m; Q4-07: GBP 139.7m). Interest expense was lower than the same quarter last year due mainly to savings following prepayments of GBP 804m of certain loan obligations, and a lower interest rate on the A tranches under the Senior Credit Facility, due to a lower leverage ratchet, partially offset by the interest charge on the Convertible Senior Notes issued in April 2008.

Interest expense was higher sequentially mainly due the higher interest rates on the new B tranches under the Senior Credit Facility and the write-off of deferred financing costs as a result of amending the Senior Credit Facility.

Bank Amendment

On November 10, 2008, Virgin Media successfully amended its Senior Credit Facility to, among other things, (i) subject to the repayment condition described below, defer the remaining principal payments due to consenting lenders under the A tranches to June 2012, and (ii) suspend the right of consenting lenders under the B tranches to receive a pro rata share of prepayments until the outstanding amounts owed to all A lenders and non-consenting B lenders are repaid in full.

On December 23, 2008, Virgin Media repaid GBP 300m under the Senior Credit Facility of its senior credit facilities using cash on hand, leaving GBP 187m of the repayment condition outstanding as at the year-end.

The changes to the repayment schedule under the new A tranches will only become effective after Virgin Media has made the remaining GBP 187m payment under the A tranches and those B tranches that still have the pro rata right to prepayment. The Company has until August 2009 (assuming the exercise of a three-month extension option at a cost of GBP 1.5m) to satisfy this repayment condition.

As a result of these amendments, and assuming (i) satisfaction of the repayment condition and (ii) transfers into the new tranches at the minimum levels notified by the Agent (70% of the A tranches and 82% of the B tranches), Virgin Media's revised amortization schedule under its Senior Credit Facility would be as follows: March 2010 - GBP 33m, September 2010 - GBP 172m, March 2011 - GBP 288m, June 2012 - GBP 1,167m, September 2012 - GBP 2,042m, March 2013 - GBP 300m. The lenders under the new A tranches will receive a margin increase of 1.375%, with effect from the satisfaction of the repayment condition, and the lenders under the new B tranches have received a margin increase of 1.5%, effective November 10, 2008. Additionally, in November 2008, Virgin Media paid GBP 49m in fees to its lenders and advisors in connection with the amendments. A remaining GBP 11.5m in fees is payable to the consenting A lenders upon full satisfaction of the repayment condition.

"Safe Harbor" Statement under the Private Securities Litigation Reform Act of 1995

Various statements contained in this document constitute "forward- looking statements" as that term is defined under the Private Securities Litigation Reform Act of 1995. Words like "believe," "anticipate," "should," "intend," "plan," "will," "expects," "estimates," "projects," "positioned," "strategy," and similar expressions identify these forward-looking statements, which involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements or industry results to be materially different from those contemplated, projected, forecasted, estimated or budgeted, whether expressed or implied, by these forward- looking statements. These factors, among others, include: (1) the ability to compete with a range of other communications and content providers; (2) the ability to manage customer churn; (3) the ability to maintain and upgrade our networks in a cost-effective and timely manner; (4) the ability to implement our restructuring plan successfully and realize the anticipated benefits; (5) the general deterioration in economic conditions; (6) the continued right to use the Virgin name and logo; (7) possible losses in revenues due to systems failures; (8) the ability to provide attractive programming at a reasonable cost; (9) the ability to control unauthorized access to our network; (10) the effect of technological changes on our businesses; (11) the reliance on single-source suppliers for some equipment, software and services and third party distributors of our mobile services; (12) currency and interest rate fluctuations; (13) the ability to fund debt service obligations through operating cash flow and refinance our debt obligations; (14) the ability to obtain additional financing in the future; (15) the ability to comply with restrictive covenants in our indebtedness agreements; and (16) the extent to which our future cash flow will be sufficient to cover our fixed charges.

These and other factors are discussed in more detail under "Risk Factors" and elsewhere in Virgin Media's Form 10-K filed with the SEC on February 29, 2008, as amended, our Forms 10-Q filed with the SEC on May 8, 2008, August 7, 2008 and November 10, 2008 and our Form 10-K to be filed with the SEC on or about February 27, 2009. We assume no obligation to update our forward-looking statements to reflect actual results, changes in assumptions or changes in factors affecting these statements.

Non-GAAP Financial Measures

We use non-GAAP financial measures with a view to providing investors with a better understanding of the operating results and underlying trends to measure past and future performance and liquidity.

We evaluate operating performance based on several non-GAAP financial measures, including (i) operating income before depreciation, amortization, goodwill and intangible asset impairments and restructuring and other charges (OCF), (ii) Free Cash Flow (FCF) and (iii) fixed asset additions (accrual basis), as we believe these are important measures of the operational strength of our business and our liquidity. Since these measures are not calculated in accordance with GAAP, they should not be considered as substitutes for operating income (loss), net cash provided by operating activities and purchase of fixed and intangible assets, respectively.

Please see Appendix F for a discussion of our use of non-GAAP financial measures and reconciliations to their nearest GAAP equivalents.



 Appendices:

    A)  Financial Statements

        *  Condensed Consolidated Statements of Operations
        *  Condensed Consolidated Balance Sheets
        *  Condensed Consolidated Statements of Cash Flows
        *  Quarterly Condensed Consolidated Statements of Operations
        *  Additional Quarterly Condensed Cash Flow Information

    B)  Group Residential Operations Statistics
    C)  Segmental Analysis
    D)  Free Cash Flow (FCF)
    E)  Fixed Asset Additions (Accrual Basis)
    F)  Use of Non-GAAP Financial Measures and Reconciliations to GAAP


 Appendices:
 -----------
 A) FINANCIAL STATEMENTS

 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
 (in millions, except per share data and where otherwise indicated)
 (Note: All amounts in GBP unless otherwise stated)

                             Three months ended         Year ended
                                December 31,           December 31,
                               2008       2007       2008       2007
                              -------    -------    -------    -------
                            (unaudited)(unaudited)

 Revenue                      1,032.5    1,050.6    4,015.9    4,073.7

 Costs and expenses
  Operating costs (exclusive
   of depreciation shown
   separately below)            497.3      491.6    1,829.2    1,830.0
  Selling, general and
   administrative expenses      214.9      238.0      884.3      960.2
  Restructuring and other
   charges                       19.8       22.9       22.7       28.7
  Depreciation                  229.1      235.5      905.1      924.9
  Amortization                   66.8       80.4      296.9      313.3
  Goodwill and intangible
   asset impairments             54.8         --      417.0         --
                              -------    -------    -------    -------
   Total costs and expenses   1,082.7    1,068.4    4,355.2    4,057.1
                              -------    -------    -------    -------
 Operating (loss) income        (50.2)     (17.8)    (339.3)      16.6

 Other income (expense)
  Interest income and other,
   net                            5.8       (6.1)      27.8       19.5
  Interest expense             (125.6)    (139.7)    (493.3)    (514.2)
  Loss on extinguishment of
   debt                          (4.0)      (2.1)      (9.6)      (3.2)
  Share of income from equity
   investments                    3.3       (0.8)      14.4       17.7
  Gains (losses) on derivative
   instruments                  204.6       (1.8)     283.7       (2.5)
  Foreign currency (losses)
   gains                       (273.9)      (2.7)    (403.6)       5.1
                              -------    -------    -------    -------
 Loss from continuing oper-
  ations before income taxes
  and minority interest        (240.0)    (171.0)    (919.9)    (461.0)
  Income tax (expense)
   benefit                       (1.1)       7.8        6.8       (2.5)
  Minority interest              (0.3)        --       (0.7)        --
                              -------    -------    -------    -------
 Net loss                      (241.4)    (163.2)    (913.8)    (463.5)
                              -------    -------    -------    -------

 Basic and diluted net loss
  per share                     (0.74)     (0.50)     (2.79)     (1.42)
                              =======    =======    =======    =======
 Dividends per share
  (in U.S. Dollars)           $  0.04    $  0.04    $  0.16    $  0.13
                              =======    =======    =======    =======
 Average number of shares
  outstanding                   328.1      327.4      328.0      325.9
                              =======    =======    =======    =======

 CONDENSED CONSOLIDATED BALANCE SHEETS
 (in millions, except par value)
 (Note: All amounts in GBP unless otherwise stated)


                                               Dec. 31,       Dec. 31,
                                                 2008           2007
                                              ---------      ---------

 Assets
 Current assets
   Cash and cash equivalents                      181.6          321.4
   Restricted cash                                  6.1            6.1
   Accounts receivable - trade, less
    allowances for doubtful accounts of
    16.5 (2008) and 19.5 (2007)                   456.8          455.6
   Inventory for resale                            19.9           20.0
   Programming inventory                           68.4           55.4
   Derivative financial instruments               168.4            4.1
   Prepaid expenses and other current assets      113.1           90.7
                                              ---------      ---------
     Total current assets                       1,014.3          953.3

 Fixed assets, net                              5,347.8        5,655.6
 Goodwill and other indefinite-lived assets     2,082.3        2,488.2
 Intangible assets, net                           510.3          816.7
 Equity investments                               353.5          368.7
 Derivative financial instruments                 435.7           60.1
 Other assets, net of accumulated amortization
  of 79.1 (2008) and 45.0 (2007)                  153.9          123.5
                                              ---------      ---------
 Total assets                                   9,897.8       10,466.1
                                              =========      =========

 Liabilities and shareholders' equity
 Current liabilities
   Accounts payable                               397.0          372.9
   Accrued expenses and other current
    liabilities                                   424.0          406.2
   Derivative financial instruments                84.4             --
   VAT and employee taxes payable                  63.5           86.1
   Restructuring liabilities                       71.0           89.6
   Interest payable                               131.6          172.5
   Deferred revenue                               268.1          250.3
   Current portion of long term debt               40.5           29.1
                                              ---------      ---------
     Total current liabilities                  1,480.1        1,406.7

 Long term debt, net of current portion         6,267.7        5,929.4
 Derivative financial instruments                  42.6          122.3
 Deferred revenue and other long term
  liabilities                                     149.4          116.2
 Defered income taxes                              79.2           81.0
                                              ---------      ---------
 Total liabilities                              8,019.0        7,655.6
                                              ---------      ---------
 Commitments and contingent liabilities
 Minority interest                                  0.7             --
 Shareholders' equity
   Common stock - $.01 par value; authorized
    1,000.0 (2008 and 2007) shares; issued
    329.0 (2008) and 328.9 (2007) and
    outstanding 328.1 (2008) and 327.5 (2007)
    shares                                          1.8            1.8
   Additional paid-in capital                   4,353.1        4,335.9
   Accumulated other comprehensive income         142.1          148.6
   Accumulated deficit                         (2,618.9)      (1,675.8)
                                              ---------      ---------
     Total shareholders' equity                 1,878.1        2,810.5
                                              ---------      ---------
 Total liabilities and shareholders' equity     9,897.8       10,466.1
                                              =========      =========


 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 (in millions)
 (Note: All amounts in GBP unless otherwise stated)

                                                      Year ended
                                                       Dec. 31,
                                               -----------------------
                                                 2008           2007
                                               --------       --------

 Operating activities
 Net loss                                        (913.8)        (463.5)

 Adjustments to reconcile net loss to net cash
  provided by operating activities:
   Depreciation and amortization                1,202.0        1,238.2
   Goodwill and intangible asset impairments      417.0             --
   Non-cash interest                              (52.7)           2.7
   Non-cash compensation                           16.8           17.5
   Loss (income) from equity accounted
    investments, net of dividends received         10.7          (10.8)
   Income taxes                                    (2.3)          14.3
   Amortization of original issue discount and
    deferred financing costs                       24.4           23.1
   Unrealized foreign currency losses (gains)     371.6           (2.7)
   Loss on extinguishment of debt                   9.6            3.2
   Unrealized (gains) losses on derivative 
    instruments                                  (278.1)           2.5
   Other                                            0.6           10.7

 Changes in operating assets and liabilities      (50.2)        (119.2)

                                               --------       --------
     Net cash provided by operating
      activities                                  755.6          716.0
                                               --------       --------

 Investing activities
   Purchase of fixed and intangible assets       (479.7)        (536.2)
   Principal repayments on loans to equity
    investments                                     8.6           16.4
   Acquisitions, net of cash acquired                --           (1.0)
   Other                                            0.6           11.0
                                               --------       --------
     Net cash used in investing activites        (470.5)        (509.8)
                                               --------       --------

 Financing activities
   New borrowings, net of financing fees          447.7          874.5
   Proceeds from employee stock option
    exercises                                       0.6           15.0
   Principal payments on long term debt and
    capital leases                               (846.3)      (1,170.8)
   Dividends paid                                 (29.3)         (21.2)
                                               --------       --------
     Net cash used in financing activities       (427.3)        (302.5)
                                               --------       --------

 Effect of exchange rate changes on cash and
  cash equivalents                                  2.4           (0.8)

 Decrease in cash and cash equivalents           (139.8)         (97.1)
 Cash and cash equivalents at beginning of
  year                                            321.4          418.5
                                               --------       --------
 Cash and cash equivalents at end of year         181.6          321.4
                                               ========       ========

 Supplemental disclosure of cash flow
  information

 Cash paid during the year for interest
  exclusive of amounts capitalized                515.8          486.9
 Income taxes paid                                  0.1            0.6


 QUARTERLY CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
 (in millions, except per share data) (unaudited)
 (Note: All amounts in GBP unless otherwise stated)

                                      Three months ended
                           -------------------------------------------
                           Dec. 31, Sep. 30, Jun. 30, Mar. 31, Dec. 31,
                             2008     2008     2008     2008     2007
                           -------------------------------------------

 Revenue                   1,032.5    991.1    990.5  1,001.8  1,050.6

 Costs and expenses
   Operating costs
    (exclusive of
    depreciation shown
    separately below)        497.3    436.6    434.9    460.4    491.6
   Selling, general and
    administrative expenses  214.9    229.5    222.7    217.2    238.0
   Restructuring and other
    charges (income)          19.8       --     (1.7)     4.6     22.9
   Depreciation              229.1    214.3    230.2    231.5    235.5
   Amortization               66.8     66.1     71.3     92.7     80.4
   Goodwill and intangible
    asset impairments         54.8     (4.0)   366.2       --       --
                           -------------------------------------------
     Total costs and
      expenses              1,082.7   942.5  1,323.6  1,006.4  1,068.4
                           -------------------------------------------
 Operating (loss) income      (50.2)   48.6   (333.1)    (4.6)   (17.8)

 Other income (expense)
   Interest income and
    other, net                  5.8     8.1      7.6      6.3     (6.1)
   Interest expense          (125.6) (122.7)  (121.6)  (123.4)  (139.7)
   Loss on extinguishment
    of debt                    (4.0)     --     (5.6)      --     (2.1)
   Share of income (loss)
    from equity investments     3.3     2.1      3.9      5.1     (0.8)
   Gains (losses) on
    derivative instruments    204.6    48.0     (2.3)    33.4     (1.8)
   Foreign currency
    (losses) gains           (273.9) (104.7)     3.4    (28.4)    (2.7)
                           -------------------------------------------
 Loss before income taxes
  and minority interest      (240.0) (120.6)  (447.7)  (111.6)  (171.0)
   Income tax (expense)
    benefit                    (1.1)     --      0.6      7.3      7.8
   Minority interest           (0.3)   (0.2)    (0.1)    (0.1)      --
                           -------------------------------------------
 Net loss                    (241.4) (120.8)  (447.2)  (104.4)  (163.2)
                           ===========================================


                           -------------------------------------------
 Basic and diluted net loss
  per share                  (0.74)   (0.37)   (1.36)   (0.32)   (0.50)
                           ===========================================

 Average number of shares
  outstanding                328.1    328.1    328.1    327.8    327.4
                           ===========================================


 ADDITIONAL QUARTERLY CONDENSED CASH FLOW INFORMATION
 (in GBP millions)  (unaudited)
 (Note: All amounts in GBP unless otherwise stated)

                                       Three months ended
                           -------------------------------------------
                           Dec. 31, Sep. 30, Jun. 30, Mar. 31, Dec. 31,
                             2008     2008    2008      2008     2007
                           -------------------------------------------
 Operating activities
 Net loss                   (241.4)  (120.8)  (447.2)  (104.4)  (163.2)

 Adjustments to reconcile
  net loss to net cash
  provided by operating
  activities:
   Depreciation and
    amortization             295.9    280.4    301.5    324.2    315.9
   Goodwill and intangible
    asset impairments         54.8     (4.0)   366.2       --       --
   Non-cash interest         (51.0)    28.1     (6.9)   (22.9)    32.5
   Non-cash compensation       4.3      5.3      5.1      2.1      3.4
   Loss (income) from
    equity accounted
    investments, net of
    dividends received        14.4      1.3     (0.6)    (4.4)     1.7
   Income taxes                2.0      1.8      0.2     (6.3)     1.6
   Amortization of original
    issue discount and
    deferred financing
    costs                      8.1      5.4      5.4      5.5      5.8
   Unrealized foreign
    currency losses (gains)  253.9     96.0     (5.2)    26.9     (2.3)
   Loss on extinguishment
    of debt                    4.0       --      5.6       --      2.1
   (Gains) losses on
    derivative instruments  (201.2)   (52.8)     9.3    (33.4)     1.8
   Other                       0.7      0.4     (0.6)     0.1     13.5

 Changes in operating
  assets and liabilities      22.7    (31.5)    40.7    (82.1)    60.3

                           -------------------------------------------
     Net cash provided by
      operating activities   167.2    209.6    273.5    105.3    273.1
                           -------------------------------------------

 Investing activities
   Purchase of fixed and
    intangible assets       (139.1)  (107.3)  (108.3)  (125.0)  (112.2)
   Principal (drawdowns)
    repayments on loans to
    equity investments        (2.1)    10.1      5.5     (4.9)     1.9
   Other                      (0.4)    (0.6)     1.3      0.3      4.6
                           -------------------------------------------
     Net cash used in
      investing activities  (141.6)   (97.8)  (101.5)  (129.6) (105.7)
                           -------------------------------------------

 Financing activities
   New borrowings, net of
    financing fees           (45.7)    (0.6)   494.0       --       --
   Proceeds from employee
    stock option exercises      --       --       --      0.6      3.6
   Principal payments on
    long term debt and
    capital leases          (313.1)    (9.5)  (514.9)    (8.8)  (209.2)
   Dividends paid             (8.9)    (7.1)    (6.7)    (6.6)    (6.4)
                           -------------------------------------------
     Net cash used in
      financing activities  (367.7)   (17.2)   (27.6)   (14.8)  (212.0)
                           -------------------------------------------

 Effect of exchange rate
  changes on cash and cash
  equivalents                  2.3       --      0.1       --      2.0

 (Decrease) increase in
  cash and cash equivalents (339.8)    94.6    144.5    (39.1)   (42.6)
 Cash and cash equivalents,
  at beginning of period     521.4    426.8    282.3    321.4    364.0
                           -------------------------------------------
 Cash and cash equivalents,
  at end of period           181.6     521.4   426.8    282.3    321.4
                           ===========================================

 Supplemental disclosure of
  cash flow information
 Cash paid during the
  period for interest
  exclusive of amounts
  capitalized                166.1     86.2    121.4    142.1    106.1



 B) GROUP RESIDENTIAL OPERATIONS STATISTICS
    (data in 000's)


                        Q4-08     Q3-08     Q2-08     Q1-08     Q4-07
                      ------------------------------------------------
 Group RGUs (1)
   Opening RGUs       12,224.4  12,037.3  11,895.2  11,690.9  11,418.8
 Net RGU adds            185.5     185.2     136.8     204.3     272.1
   Data Cleanse (2)         --      (6.8)      5.3        --        --
   Data Cleanse (3)         --       8.7        --        --        --
                      ------------------------------------------------
 Closing Group
  RGUs (1)            12,409.9  12,224.4  12,037.3  11,895.2  11,690.9
                      ================================================

 Group RGUs (1)
   Telephone
     On-net            4,099.2   4,078.6   4,063.5   4,060.4   4,031.4
     Off-net             105.5     104.9     107.3     102.4     103.9
                      ------------------------------------------------
                       4,204.7   4,183.5   4,170.8   4,162.8   4,135.3

   Television          3,621.0   3,576.5   3,538.8   3,514.9   3,478.1
     Digital TV        3,469.0   3,407.9   3,353.5   3,311.4   3,253.5

   Broadband
     On-net            3,682.8   3,625.7   3,563.4   3,502.3   3,413.9
     Off-net             252.0     260.1     272.7     279.5     287.3
                      ------------------------------------------------
                       3,934.8   3,885.8   3,836.1   3,781.8   3,701.2
   Mobile
     Contract            649.4     578.6     491.6     435.7     376.3

                      ------------------------------------------------
 Total RGUs (1)       12,409.9  12,224.4  12,037.3  11,895.2  11,690.9
                      ================================================


 Net RGU adds (1)&(2)
   Telephone
     On-net               20.6      15.4       3.4      29.0      38.9
     Off-net               0.6      (2.4)      4.9      (1.5)     13.4
                      ------------------------------------------------
                          21.2      13.0       8.3      27.5      52.3

   Television             44.5      37.8      24.8      36.8      61.1
     Digital TV           61.1      54.4      42.1      57.9      86.5

   Broadband
     On-net               57.1      68.7      54.6      88.4     106.2
     Off-net              (8.1)    (12.6)     (6.8)     (7.8)      5.0
                      ------------------------------------------------
                          49.0      56.1      47.8      80.6     111.2
   Mobile (1)
     Contract             70.8      78.3      55.9      59.4      47.5

                      ------------------------------------------------
 Net RGU adds (1)        185.5     185.2     136.8     204.3     272.1

   Data Cleanse -
    Residential Cable
    Operations (2)          --      (6.8)      5.3        --        --
   Data Cleanse -
    Mobile
    Operations (3)          --       8.7        --        --        --

                      ------------------------------------------------
 Total increase in
  RGUs in period         185.5     187.1     142.1     204.3     272.1
                      ================================================

 Notes

      (1) The operating statistics relating to Prepay mobile are
      included within Mobile Operations Statistics, as described
      elsewhere in this earnings release.
      (2) Data cleanse activity in our Residential Cable Operations
      with respect to August and September of Q3-08 resulted in a
      decrease in reported customer numbers of 9,100 and a decrease in
      reported RGUs of 6,800 comprised of decreases of approximately
      6,400 Broadband, 300 Telephone and 100 Television RGUs. Data
      cleanse activity reported with respect to Q2-08 resulted in a
      decrease in reported customer numbers of 18,900 and an increase
      in reported RGUs of 5,300 comprised of an increase of
      approximately 6,500 Broadband RGUs and decreases of
      approximately 300 Telephone and 900 Television RGUs. These Q2-08
      figures included a 4,600 decrease in reported customer numbers
      and a 9,200 decrease in reported RGUs relating to data cleanse
      activity in July 2008. The Net RGU adds above exclude the impact
      of the data cleanse increases/decreases in order to show the
      true organic growth or decline. 
  (3) Data cleanse activity in our Mobile Operations with respect to 
      Q3-08 resulted in an increase in reported Contract mobile customer 
      numbers.



 RESIDENTIAL CABLE OPERATIONS STATISTICS (excluding Off-net and Mobile)
 (data in 000's except percentages, RGU/Customer and ARPU)


                        Q4-08     Q3-08     Q2-08     Q1-08     Q4-07
                      ------------------------------------------------
 Customers
   Opening Customers   4,740.4   4,741.2   4,779.6   4,774.7   4,750.3
   Gross customer adds   192.6     214.6     167.9     181.4     225.1
   Total Customer
    disconnections      (177.8)   (206.3)   (187.4)   (176.5)   (200.7)
   Net customer adds      14.8       8.3     (19.5)      4.9      24.4
   Data Cleanse (1)         --      (9.1)    (18.9)       --        --
                      ------------------------------------------------
 Closing Customers     4,755.2   4,740.4   4,741.2   4,779.6   4,774.7

 Monthly customer
  churn %                 1.2%      1.5%      1.3%      1.2%      1.4%

 Cable Revenue
  Generating Units
  (RGUs)
   Opening Cable RGUs 11,280.8  11,165.7  11,077.6  10,923.4  10,717.2
   Net Cable RGU adds    122.2     121.9      82.8     154.2     206.2
   Data Cleanse (1)         --      (6.8)      5.3        --        --
                      ------------------------------------------------
 Closing Cable RGUs   11,403.0  11,280.8  11,165.7  11,077.6  10,923.4

 Net Cable RGU
  Adds (1)
   Telephone              20.6      15.4       3.4      29.0      38.9
   Television             44.5      37.8      24.8      36.8      61.1
   DTV                    61.1      54.4      42.1      57.9      86.5
   Broadband              57.1      68.7      54.6      88.4     106.2
                      ------------------------------------------------
 Total Net Cable
  RGU Adds               122.2     121.9      82.8     154.2     206.2

 Cable RGUs (1)
 Telephone              4,099.2  4,078.6   4,063.5   4,060.4   4,031.4
 Television             3,621.0  3,576.5   3,538.8   3,514.9   3,478.1
 DTV                    3,469.0  3,407.9   3,353.5   3,311.4   3,253.5
 Broadband              3,682.8  3,625.7   3,563.4   3,502.3   3,413.9
                      ------------------------------------------------
 Total Cable RGUs      11,403.0 11,280.8  11,165.7  11,077.6  10,923.4

 Cable RGU / Customer     2.40      2.38      2.36      2.32      2.29

 Bundled Customers
   Dual Cable RGUs     1,327.6   1,352.1   1,387.6   1,394.9   1,423.3
   Triple Cable RGUs   2,660.1   2,594.2   2,515.3   2,451.6   2,362.6
   Percentage of dual
    or triple Cable
     RGUs                83.9%     83.2%     82.3%     80.5%     79.3%
   Percentage of
    triple Cable RGUs    55.9%     54.7%     53.1%     51.3%     49.5%

 Cable ARPU, 
  in GBP (2)             42.30     41.94     41.63     41.91     42.24
   ARPU calculation:
   On-net revenues
    (GBP millions)       602.9     595.3     594.8     601.0     604.7
   Average customers   4,751.0   4,731.8   4,762.9   4,780.2   4,771.7

 Homes Marketable
  On-net (3)
   Telephone          12,265.6  12,282.7  12,306.6  12,309.0  12,313.8
   Television - Total 12,553.1  12,561.9  12,575.4  12,578.1  12,586.8
   Television - DTV   11,967.6  11,974.8  11,987.6  11,990.2  11,993.8
   Broadband          12,043.3  12,050.3  12,067.9  12,054.7  12,058.2
   Total homes        12,553.1  12,561.9  12,575.4  12,578.1  12,586.8

 Penetration of Homes
  Marketable On-net
   Telephone             33.4%     33.2%     33.0%     33.0%     32.7%
   Television - Total    28.8%     28.5%     28.1%     27.9%     27.6%
   Television - DTV      29.0%     28.5%     28.0%     27.6%     27.1%
   Broadband             30.6%     30.1%     29.5%     29.1%     28.3%
   Total Customer        37.9%     37.7%     37.7%     38.0%     37.9%

 Notes

     (1) Data cleanse activity with respect to August and September
     of Q3-08 resulted in a decrease in reported customer numbers of
     9,100 and a decrease in reported RGUs of 6,800, comprised of
     decreases of approximately 6,400 Broadband, 300 Telephone and
     100 Television RGUs. Data cleanse activity reported with respect
     to Q2-08 resulted in a decrease in reported customer numbers of
     18,900 and an increase in reported RGUs of 5,300, comprised of
     an increase of approximately 6,500 Broadband RGUs and decreases
     of approximately 300 Telephone and 900 Television RGUs. These
     Q2-08 figures included a 4,600 decrease in reported customer
     numbers and a 9,200 decrease in reported RGUs relating to data
     cleanse activity in July 2008. The Net Cable RGU adds above
     exclude the impact of the data cleanse increases/decreases in
     order to show the true organic growth or decline.
     (2) Cable monthly ARPU is calculated on a quarterly basis by
     dividing total revenue generated from the provision of telephone,
     television and internet services to customers who are directly
     connected to our network in that period together with revenue
     generated from our customers using our virginmedia.com website,
     exclusive of VAT, by the average number of customers directly
     connected to our network in that period divided by three. For
     the purpose of calculating Cable ARPU, we have spread the data
     cleanse evenly over the three months of the quarter in which the
     data cleanse has been reported.
     (3) Homes marketable on-net represents management's estimate of
     homes passed by our cable network that are capable of taking our
     respective products.

 CABLE SEGMENT OFF-NET OPERATIONS STATISTICS
 (data in 000's)

                        Q4-08     Q3-08     Q2-08     Q1-08     Q4-07
                      ------------------------------------------------
 Off-net RGUs
   Opening RGUs
     Telephone           104.9     107.3     102.4     103.9      90.5
     Broadband           260.1     272.7     279.5     287.3     282.3
                      ------------------------------------------------
                         365.0     380.0     381.9     391.2     372.8

   Net RGU adds
     Telephone             0.6      (2.4)      4.9      (1.5)     13.4
     Broadband            (8.1)    (12.6)     (6.8)     (7.8)      5.0
                      ------------------------------------------------
                          (7.5)    (15.0)     (1.9)     (9.3)     18.4

   Closing RGUs
     Telephone           105.5     104.9     107.3     102.4     103.9
     Broadband           252.0     260.1     272.7     279.5     287.3
                      ------------------------------------------------
                         357.5     365.0     380.0     381.9     391.2

 MOBILE OPERATIONS STATISTICS
 (data in 000's except ARPU)


                        Q4-08     Q3-08     Q2-08     Q1-08     Q4-07
                      ------------------------------------------------
 Contract Mobile
  Customers (1)
   Opening Contract
    Mobile Customers     578.6     491.6     435.7     376.3     328.8

   Net Contract Mobile
    Customer adds         70.8      78.3      55.9      59.4      47.5
   Data cleanse (2)         --       8.7        --        --        --
                      ------------------------------------------------
                          70.8      87.0      55.9      59.4      47.5

                      ------------------------------------------------
 Closing Contract
  Mobile Customers (1)   649.4     578.6     491.6     435.7     376.3


 Prepay Mobile
  Customers (1)
   Opening Prepay
    Mobile Customers   3,686.9   3,797.4   3,987.5   4,115.1   4,102.1

   Net Prepay Mobile
    Customer adds       (224.0)   (117.3)   (190.1)    (97.9)     13.0
   Data cleanse (2)                  6.8        --     (29.7)       --
                      ------------------------------------------------
                        (224.0)   (110.5)   (190.1)   (127.6)     13.0

                      ------------------------------------------------
 Closing Prepay Mobile
  Customers (1)        3,462.9   3,686.9   3,797.4   3,987.5   4,115.1

                      ------------------------------------------------
 Total Closing Mobile
  Customers            4,112.3   4,265.5   4,289.0   4,423.2   4,491.4
                      ================================================


 Mobile monthly
  ARPU, in GBP (3)       10.75     10.93     10.65     10.06     10.69
   ARPU calculation:
   Service revenue
    (GBP millions)       134.6     139.9     139.3     134.5     142.0
   Average customers   4,173.5   4,267.4   4,359.6   4,457.8   4,429.2


 Notes
     (1) Mobile customer information is for active customers. Prepay
     customers are defined as active customers if they have made an
     outbound call or text in the preceding 90 days. Contract
     customers are defined as active customers if they have entered
     into a contract with Virgin Mobile for a minimum 30-day period
     and have not been disconnected. 
     (2) Data cleanse activity with respect to Q3-08 resulted in an 
     increase in Contract and Prepay mobile customer numbers.
     Data cleanse activity with respect to Q1-08 resulted in a
     decrease in Prepay mobile customers as disclosed above.
     Previously this data cleanse was shown within Net Prepay Mobile
     Customer adds. 
     (3) Mobile monthly ARPU is calculated on service revenue for the 
     period divided by the average number of active customers (contract 
     and prepay) for the period, divided by three.
     For the purpose of calculating Mobile ARPU, we have spread the
     data cleanse evenly over the three months of the quarter in
     which the data cleanse has been reported. This has the effect of
     revising the ARPU previously reported for Q1-08 from GBP 10.04 to
     GBP 10.06 and the average number of customers previously reported
     from 4,465,200 to 4,457,800.


 C) SEGMENTAL ANALYSIS
    (in millions) (unaudited)
    (Note: All amounts in GBP unless otherwise stated)

                                    Three months ended
                      ------------------------------------------------
                      Dec. 31,  Sep. 30,  Jun. 30,  Mar. 31,  Dec. 31,
                        2008      2008      2008      2008      2007
                      ------------------------------------------------

 Revenue
    Cable segment
      Consumer           618.1     611.2     611.0     618.8     623.2
      Business           155.2     153.5     156.9     160.8     163.1
                      ------------------------------------------------
      Total              773.3     764.7     767.9     779.6     786.3
      Inter segment
       revenue            (0.7)     (1.0)     (0.8)     (0.7)     (1.4)
                      ------------------------------------------------
                         772.6     763.7     767.1     778.9     784.9
                      ------------------------------------------------
    Mobile segment
      Virgin Mobile      141.1     145.5     143.9     139.5     151.6
                      ------------------------------------------------
    Content segment
      Virgin Media TV     40.7      37.3      34.8      34.7      33.5
      Sit-up              84.6      51.0      51.2      55.0      86.8
                      ------------------------------------------------
      Total              125.3      88.3      86.0      89.7     120.3
      Inter segment
       revenue            (6.5)     (6.4)     (6.5)     (6.3)     (6.2)
                      ------------------------------------------------
                         118.8      81.9      79.5      83.4     114.1
                      ------------------------------------------------

                      ------------------------------------------------
 Total revenue         1,032.5     991.1     990.5   1,001.8   1,050.6
                      ------------------------------------------------

 Operating costs
  (exclusive of
  depreciation)
     Cable segment       311.0     281.4     292.3     309.0     292.1
     Mobile segment       86.1      89.3      83.0      92.6     100.7
     Content segment     106.7      72.3      66.1      65.1     105.0
     Inter segment        (6.5)     (6.4)     (6.5)     (6.3)     (6.2)
                      ------------------------------------------------
                         497.3     436.6     434.9     460.4     491.6
 Selling, general and
  administrative
  expenses
     Cable segment       165.2     181.6     177.3     168.7     184.7
     Mobile segment       30.1      28.1      25.4      29.7      33.1
     Content segment      20.3      20.8      20.8      19.5      21.6
     Inter segment        (0.7)     (1.0)     (0.8)     (0.7)     (1.4)
                      ------------------------------------------------
                         214.9     229.5     222.7     217.2     238.0
 Segment OCF (1)
     Cable segment
      OCF                297.1     301.7     298.3     301.9     309.5
     Mobile segment
      OCF                 24.9      28.1      35.5      17.2      17.8
     Content segment
      OCF                 (1.7)     (4.8)     (0.9)      5.1      (6.3)
                      ------------------------------------------------
     OCF (Total)         320.3     325.0     332.9     324.2     321.0
                      ------------------------------------------------

 Note:

 (1) Segment OCF includes inter segment revenue and costs as
     applicable. OCF (Total) is a non-GAAP financial measure. See
     Appendix F for a discussion of the use of OCF (Total) as a
     non-GAAP financial measure and the reconciliation of OCF (Total)
     to GAAP operating income before depreciation, amortization,
     goodwill and intangible asset impairments and restructuring and
     other charges.

 D) FREE CASH FLOW CALCULATION
    (in millions) (unaudited)
    (Note: All amounts in GBP unless otherwise stated)


                  Year
                  ended               Three months ended
                 -------  -------------------------------------------
                 Dec. 31, Dec. 31, Sep. 30, Jun. 30, Mar. 31, Dec. 31,
                   2008     2008     2008     2008     2008     2007
                 -------  -------------------------------------------

 Operating 
  income
  before 
  depreciation,
  amortization,
  goodwill and
  intangible 
  asset
  impairments 
  and
  restructuring 
  and
  other charges 
  (OCF)          1,302.4   320.3    325.0    332.9    324.2    321.0

 Purchase of 
  fixed and
  intangible 
  assets          (479.7) (139.1)  (107.3)  (108.3)  (125.0)  (112.2)
 Interest expense 
  (net)           (465.5) (119.8)  (114.6)  (114.0)  (117.1)  (145.8)
                 ------- -------------------------------------------
 Free Cash Flow 
  (FCF)            357.2    61.4    103.1    110.6     82.1     63.0
                 ======= ===========================================

 FCF is defined as OCF reduced by purchase of fixed and intangible
 assets, as reported in our statements of cash flows, and net interest
 expense, as reported in our statements of operations. See Appendix F
 for a discussion of the use of FCF as a non-GAAP financial measure
 and reconciliation of FCF to GAAP net cash provided by operating
 activities.

 E) FIXED ASSET ADDITIONS (ACCRUAL BASIS)
    (in millions) (unaudited)
    (Note: All amounts in GBP unless otherwise stated)

                                    Three months ended
                      ------------------------------------------------
                      Dec. 31,  Sep. 30,  Jun. 30,  Mar. 31,  Dec. 31,
                        2008      2008      2008      2008      2007
                      ------------------------------------------------

 NCTA Fixed Asset
  Additions
   CPE                    53.6      53.4      50.5      62.5      53.3
   Scaleable
    infrastructure        48.9      42.5      43.4      29.1      33.7
   Commercial             20.9      18.6      22.6      18.9      17.1
   Line extensions         0.6       0.2       0.1       0.5       0.6
   Upgrade/rebuild         0.7       0.7       1.6       0.8       6.4
   Support capital        28.2      23.4      25.3      20.3      24.9
                      ------------------------------------------------
 Total NCTA Fixed
  Asset Additions        152.9     138.8     143.5     132.1     136.0

 Non NCTA Fixed Asset
  Additions                8.3       7.8      12.2       5.0       4.3

                      ------------------------------------------------
 Total Fixed Asset
  Additions (Accrual
  Basis)                 161.2     146.6     155.7     137.1     140.3
 Fixed assets acquired
  under capital leases   (12.7)    (34.2)    (29.6)    (22.7)    (17.9)
 Changes in
  liabilities related
  to:
 Fixed Asset Additions
  (Accrual Basis)         (9.4)     (5.1)    (17.8)     10.6     (10.2)

                      ------------------------------------------------
 Total Purchase of
  Fixed and Intangible
  Assets                 139.1     107.3     108.3     125.0     112.2
                      ================================================

 Comprising:
 Purchase of Fixed
  Assets                 139.0     107.2     105.4     123.2     104.5
 Purchase of
  Intangible Assets        0.1       0.1       2.9       1.8       7.7
                      ------------------------------------------------
                         139.1     107.3     108.3     125.0     112.2
                      ================================================

 Note
 Virgin Media is not a member of NCTA and is providing this
 information solely for comparative purposes.
 Fixed Asset Additions (Accrual Basis) are from continuing operations.
 See Appendix F for a discussion of the use of Fixed Asset Additions
 (Accrual Basis) as a non-GAAP financial measure and the
 reconciliation of Fixed Asset Additions (Accrual Basis) to GAAP
 purchase of fixed and intangible assets.


 F)   USE OF NON-GAAP FINANCIAL MEASURES AND RECONCILIATIONS TO GAAP

      The presentation of this supplemental information is not meant to
      be considered in isolation or as a substitute for other measures
      of financial performance reported in accordance with GAAP. These
      non-GAAP financial measures reflect an additional way of viewing
      aspects of our operations that, when viewed with our GAAP results
      and the accompanying reconciliations to corresponding GAAP
      financial measures, provide a more complete understanding of
      factors and trends affecting our business. We encourage investors
      to review our financial statements and publicly-filed reports in
      their entirety and to not rely on any single financial measure.

 (i)  Operating income before depreciation, amortization, goodwill and
      intangible asset impairments and restructuring and other charges
      (OCF) 
      Operating income before depreciation, amortization, goodwill and 
      intangible asset impairments and restructuring and other charges, 
      which we refer to as OCF or OCF (Total), is not a financial measure
      recognized under GAAP. OCF represents our operating income before 
      depreciation, amortization, goodwill and intangible asset 
      impairments and restructuring and other charges.

      Our management, including our chief executive officer, consider
      OCF as an important indicator of our operational strength and
      performance. OCF excludes the impact of costs and expenses that
      do not directly affect our cash flows. Other charges, including
      restructuring charges, are also excluded from OCF as management
      believes they are not characteristic of our underlying business
      operations. OCF is most directly comparable to the GAAP financial
      measure operating income (loss). Some of the significant
      limitations associated with the use of OCF as compared to
      operating income (loss) are that OCF does not consider the amount
      of required reinvestment in depreciable fixed assets and ignores
      the impact on our results of operations of items that management
      believes are not characteristic of our underlying business
      operations.

      We believe OCF is helpful for understanding our performance and
      assessing our prospects for the future, and that it provides
      useful supplemental information to investors. In particular, this
      non-GAAP financial measure reflects an additional way of viewing
      aspects of our operations that, when viewed with our GAAP results
      and the reconciliation to operating income (loss) shown below,
      provides a more complete understanding of factors and trends
      affecting our business. Because non-GAAP financial measures are
      not standardized, it may not be possible to compare our OCF with
      other companies' non-GAAP financial measures that have the same
      or similar names.

      Reconciliation of operating income before depreciation,
      amortization, goodwill and intangible asset impairments and
      restructuring and other charges (OCF) to GAAP operating income
      (loss)

      (in millions) 
      (unaudited)  
      (Note: All amounts in GBP unless otherwise stated)


                                     Three months ended
                        --------------------------------------------
                         Dec. 31, Sep. 30, Jun. 30, Mar. 31, Dec. 31,
                           2008     2008     2008     2008     2007
                        --------------------------------------------

 Operating income before
  depreciation,
  amortization,
  goodwill and intangible
  asset impairments and
  restructuring and other
  charges (OCF)           320.3     325.0   332.9     324.2   321.0

 Reconciling items
   Depreciation and
    amortization         (295.9)   (280.4) (301.5)   (324.2) (315.9)
   Goodwill and 
    intangible asset 
    impairments           (54.8)      4.0  (366.2)       --      --
   Restructuring and 
    other (charges) 
    income                (19.8)       --     1.7      (4.6)  (22.9)
                        --------------------------------------------
 Operating (loss) income  (50.2)     48.6  (333.1)     (4.6)  (17.8)
                        ============================================

 (ii) Free Cash Flow (FCF)
      We define Free Cash Flow (FCF) as operating income before
      depreciation, amortization, goodwill and intangible asset
      impairments and restructuring and other charges (OCF) reduced by
      purchase of fixed and intangible assets, as reported in our
      statements of cash flows, and net interest expense, as reported
      in our statements of operations. Our definition of FCF excludes
      the impact of working capital fluctuations and restructuring
      costs as defined by FAS 146. FCF is a non-GAAP financial
      measure. We believe the most directly comparable financial
      measure recognized under GAAP is net cash provided by operating
      activities.

      Our management, including our chief executive officer, consider
      FCF as a helpful measure in assessing our liquidity and
      prospects for the future. We also believe FCF is useful to
      investors as a basis for comparing our performance and coverage
      ratios with other companies in our industry. In particular, this
      non-GAAP financial measure reflects an additional way of viewing
      aspects of our operations that, when viewed with our GAAP
      results and the reconciliation to net cash provided by operating
      activities shown below, provides a more complete understanding
      of factors and trends affecting our business. FCF should not be
      understood to represent our ability to fund discretionary
      amounts, as we have various contractual obligations which are
      not deducted to arrive at FCF. Because non-GAAP financial
      measures are not standardized, it may not be possible to compare
      our FCF with other companies' non-GAAP financial measures that
      have the same or similar names.

      The presentation of this supplemental information is not meant
      to be considered in isolation or as a substitute for net cash
      provided by operating activities, or other measures of financial
      performance or liquidity reported in accordance with GAAP.


      Reconciliation of Free Cash Flow (FCF) to GAAP net cash provided
       by operating activities

      (in millions)
      (unaudited)    
      (Note: All amounts in GBP unless otherwise stated)
 
                 Year
                 ended              Three months ended
                -------  -------------------------------------------
                Dec. 31, Dec. 31, Sep. 30, Jun. 30, Mar. 31, Dec. 31,
                  2008     2008     2008     2008     2008     2007
                -------  -------------------------------------------

 Free Cash
  Flow (FCF)     357.2     61.4    103.1    110.6     82.1     63.0

 Reconciling 
  items
  (see Note 
  below):
  Purchase of
   fixed and
   intangible
   assets        479.7    139.1    107.3    108.3    125.0    112.2
  Changes in
   operating
   assets and
   liabilities   (50.2)    22.7    (31.5)    40.7    (82.1)    60.3
  Non-cash
   compensation   16.8      4.3      5.3      5.1      2.1      3.4
  Non-cash
   interest      (28.3)   (42.9)    33.5     (1.5)   (17.4)    38.3
  Share of net
   income of
   affiliates     25.1     17.7      3.4      3.3      0.7      0.9
  Realized 
   foreign
   exchange 
   losses        (32.0)   (20.0)    (8.7)    (1.8)    (1.5)    (5.0)
  Realized 
   gains/
   (losses) on
   derivatives     5.6      3.4     (4.8)     7.0       --       --
  Restructuring
   and other
   charges       (22.7)   (19.8)      --      1.7     (4.6)   (22.9)
  Income taxes     4.5      0.9      1.8      0.8      1.0      9.4
  Other           (0.1)     0.4      0.2     (0.7)      --     13.5
                -------  -------------------------------------------
 Net cash 
  provided
  by operating
  activities     755.6    167.2    209.6    273.5    105.3    273.1
                =======  ===========================================

      Note
          The line descriptions above are derived from our previously
          reported results. Non-cash interest includes non-cash
          interest and amortization of original issue discount and
          deferred financing costs from our statements of cash flows.
          Share of net income of affiliates includes income from
          equity accounted investments, net of dividends received from
          our statements of cash flows and share of income from equity
          investments from our statements of operations. Realized
          foreign exchange losses includes unrealized foreign currency
          losses (gains) from our statements of cash flows and foreign
          currency (losses) gains from our statements of operations.
          Realized gains/(losses) on derivatives includes unrealized
          (gains) losses on derivative instruments from our statements
          of cash flows and gains (losses) on derivative instruments
          from our statements of operations. Income taxes includes
          income taxes from our statements of cash flows and income
          tax benefit (expense) from our statements of operations.


 (iii)Fixed Asset Additions (Accrual Basis)
      Our primary measure of expenditures for fixed assets is Fixed
      Asset Additions (Accrual Basis). Fixed Asset Additions (Accrual
      Basis) is defined as the purchase of fixed and intangible assets
      as measured on an accrual basis, excluding asset retirement
      obligation related assets.

      Our business is underpinned by significant investment in network
      infrastructure and information technology. Our management
      therefore considers Fixed Asset Additions (Accrual Basis) an
      important component in evaluating our liquidity and financial
      condition since purchases of fixed assets are a necessary
      component of ongoing operations. Fixed Asset Additions (Accrual
      Basis) is most directly comparable to the GAAP financial measure
      purchase of fixed and intangible assets, as reported in our
      statements of cash flows. The significant limitations associated
      with the use of Fixed Asset Additions (Accrual Basis) as
      compared to purchase of fixed and intangible assets is that
      Fixed Asset Additions (Accrual Basis) excludes timing
      differences from payments of liabilities, including finance
      leases, related to purchase of fixed assets and purchase of
      intangible assets. We exclude these amounts from Fixed Asset
      Additions (Accrual Basis) because timing differences from
      payments of liabilities, including the use of finance leases,
      are more related to the cash management treasury function than
      to our management of fixed asset purchases for long-term
      operational performance and liquidity. We compensate for the
      limitation by separately measuring and forecasting working
      capital.


      Reconciliation of Fixed Asset Additions (Accrual Basis) to GAAP
       purchase of fixed and intangible assets

      (in millions)
      (unaudited)  
      (Note: All amounts in GBP unless otherwise stated)


                                       Three months ended
                         -------- ----------------------------------
                         Dec. 31, Sep. 30, Jun. 30, Mar. 31, Dec. 31,
                           2008     2008     2008     2008     2007
                         -------- -------- -------- -------- --------

 Fixed Asset Additions
  (Accrual Basis)           161.2    146.6    155.7    137.1    140.3

 Fixed assets acquired
  under capital leases      (12.7)   (34.2)   (29.6)   (22.7)   (17.9)
 Changes in liabilities
  related to fixed asset
  additions                  (9.4)    (5.1)   (17.8)    10.6    (10.2)
                         -------- -------- -------- -------- --------
 Total Purchase of 
  Fixed and Intangible 
  Assets                    139.1    107.3    108.3    125.0    112.2
                         ======== ======== ======== ======== ========
 Comprising:
 Purchase of fixed assets   139.0    107.2    105.4    123.2    104.5
 Purchase of intangible
   assets                     0.1      0.1      2.9      1.8      7.7
                         -------- -------- -------- -------- --------
                            139.1    107.3    108.3    125.0    112.2
                         ======== ======== ======== ======== ========

            

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