Virgin Media Reports Fourth Quarter 2007 Results


LONDON, Feb. 28, 2008 (PRIME NEWSWIRE) -- Virgin Media Inc. (Nasdaq:VMED) announces results for the quarter ended December 31, 2007.



 Quarterly highlights

 * Significant improvement in customer and RGU growth

   * 272,100 total RGU(1) net additions (Q3-07: 186,700); best quarter
     since merger
   * 24,400 on-net customer net additions (Q3-07: 13,000); best
     quarter since merger
   * On-net churn declined to 1.4% (Q3-07: 1.7%); lowest since merger
   * 111,200 total broadband net additions (Q3-07: 122,900)
   * 52,300 total telephony net additions (Q3-07: 13,700); highest
     since Q2-042
   * 61,100 TV net additions (Q3-07: 20,400); best quarter for seven
     years(2)
   * 47,500 contract mobile net additions (Q3-07: 29,700)

 * On-net cable ARPU increased to GBP 42.24 (Q3-07: GBP 41.55)

 * Record triple-play penetration of 49.5% (Q3-07: 47.0%)

 * OCF of GBP 321m (Q3-07: GBP 342m included certain benefits (as
   referred to below))

 * Operating loss of GBP 18m (Q3-07: GBP 47m income included certain
   benefits (as referred to below))

 (1) -- excluding prepay mobile subscribers.
 (2) -- pro forma for cable merger in March 2006

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

 "Our fourth quarter results represent our best operational
  performance since the cable merger in early 2006. They demonstrate
  that our customers are responding positively to a compelling
  consumer proposition combined with the strength of the Virgin brand.
  We are achieving good results from our stated strategy of exploiting
  our superior network capability to drive broadband growth and
  deliver the next generation of personalized on-demand content, as
  well as focusing on reducing churn.

  I am encouraged by our ARPU performance in what is a competitive
  market, partly due to our successful bundling, cross-selling and
  up-selling. I am also particularly pleased with the sharp decline in
  churn, given the extra focus that we have placed on this area.

  With a strong brand, superior products, and improving service and
  operations, we believe we are well placed for continued growth and
  cash flow generation."

Conference call details

There will be a webcast and conference call for analysts and investors today at 9am ET / 2pm 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 Thursday, March 6, 2008. The dial-in replay number for the US is: +1 866 583 1035 and the international dial-in replay number is: +44 (0) 20 8196 1998, passcode: 499513#.

Note to the financial and operational results for the three months ended December 31, 2007

OCF is operating income before depreciation, amortization and other charges and is a non-GAAP financial measure. Please see Appendix E for a reconciliation of non-GAAP financial measures to their nearest GAAP equivalents.



 SUMMARY FINANCIAL RESULTS (unaudited)
 -------------------------------------

                                             Q4 2007  Q3 2007  Q4 2006
                                             -------  -------  -------
                                              GBP m    GBP m    GBP m
 Revenue
  Cable
   Consumer                                    621.9    607.7    644.4
   Business                                    163.0    160.0    168.8
                                             -------  -------  -------
                                               784.9    767.7    813.2
  Mobile                                       151.6    158.7    151.7
  Content                                      114.1     79.8    116.7
                                             -------  -------  -------
 Total Revenue                               1,050.6  1,006.2  1,081.6

 OCF                                           321.0    341.5    313.0

 Operating (loss) income                       (17.8)    46.7      9.2
                                         
 Note                       
 OCF and Operating income for Q3 2007 benefited from a number of items
 as previously disclosed in our Third Quarter 2007 Results press 
 release, dated November 7, 2007.

 GROUP RESIDENTIAL OPERATIONS 
 STATISTICS ('000s)                        Q4 2007   Q3 2007   Q4 2006
 ----------------------------             --------  --------  --------
 Group RGUs

  On-net TV                                3,478.1   3,417.0   3,353.9 
   On-net Digital TV                       3,253.5   3,167.0   3,005.9

  Broadband
   On-net                                  3,413.9   3,307.7   3,058.5
   Off-net                                   287.3     282.3     260.8
                                          --------  --------  --------
                                           3,701.2   3,590.0   3,319.3

  Telephone
   On-net                                  4,031.4   3,992.5   4,114.0
   Off-net                                   103.9      90.5      44.5
                                          --------  --------  --------
                                           4,135.3   4,083.0   4,158.5

  Mobile
   Contract                                  376.3     328.8     192.1

 Total RGUs                               11,690.9  11,418.8  11,023.8
                                          ========  ========  ========

 Net RGU adds

  On-net TV                                   61.1      20.4      38.5
   On-net Digital TV                          86.5      41.7      83.9

  Broadband
   On-net                                    106.2     115.8      78.1
   Off-net                                     5.0       7.1      18.0
                                          --------  --------  --------
                                             111.2     122.9      96.1

  Telephone
   On-net                                     38.9      (1.3)    (64.3)
   Off-net                                    13.4      15.0       1.1
                                          --------  --------  --------
                                              52.3      13.7     (63.2)

  Mobile
   Contract                                   47.5      29.7      71.3
 
 Total Net RGU adds                          272.1     186.7     142.7
                                          ========  ========  ========

 Note
 The definition of Total and Group RGUs has been amended to exclude
 prepay mobile subscribers. Prepay subscribers were 4,115,000,
 4,102,100 and 4,330,700 at the end of Q4 2007, Q3 2007 and Q4 2006,
 respectively. Prepay net additions (disconnects) were 13,000, (13,800)
 and (60,200) during Q4 2007, Q3 2007 and Q4 2006, respectively.

RESULTS FOR THE THREE MONTHS ENDED DECEMBER 31, 2007

TOTAL REVENUE

Total revenue in the fourth quarter was GBP 1,050.6 million (Q3 2007: GBP 1,006.2m). The increase was mainly due to growth in Consumer and Content revenue, as discussed below.

CABLE SEGMENT REVENUE

Consumer

Consumer revenue in the fourth quarter was GBP 621.9 million (Q3 2007: GBP 607.7m) and represented revenue growth for the first time in three quarters due to customer, RGU and ARPU growth.

On-net cable RGUs increased by 206,200 in the fourth quarter (Q3 2007: 134,900), representing the best performance since the fourth quarter of 2005, based on pro forma combined operating statistics for periods prior to the cable merger in March 2006.

The on-net customer base was 4.8 million at the year-end, with net additions of 24,400 in the quarter. This represents a second sequential quarter of positive customer growth and is the best net additions performance since the cable merger in March 2006.

Cable ARPU grew during the fourth quarter to GBP 42.24 (Q3 2007: GBP 41.55). This represents an improved performance following sequential falls in the previous three quarters. This was due to selected telephony price rises, our success in continuing to bundle, up-sell and cross-sell products, and improved management of retention discounts. We believe approximately 20 pence of the ARPU increase was due to some benefits such as Pay-Per-View sporting events and high telephony usage, which are not expected to recur in the first quarter of 2008.

Successful bundling and cross-sell was reflected in continued strong growth in triple-play penetration, which reached a record 49.5% at the year-end. The fourth quarter saw our strongest net growth in cable triple-play subscribers since before the cable merger. Cable RGUs per customer also grew to 2.29 from 2.26 in the quarter.

Gross on-net customer additions in the fourth quarter were 225,100, up from 213,500 in the same quarter last year. We attribute this to improved quality of our products, compelling price points and greater sales efficiency. Gross on-net customer additions were down by 31,400 from the third quarter due partly to fewer installation working days in the fourth quarter Holiday season. Fourth quarter gross additions are typically lower than in the third quarter.

Average monthly churn of 1.4% was down from 1.7% in the same quarter last year. We believe this churn reduction resulted in part from a range of operational improvements that we have made, including integrating billing systems, improving credit controls, increasing the quality of our products, and improving value for money for customers.

Normal seasonal reductions also contributed to the churn reduction from 1.7% in the previous quarter. Gross customer disconnections were 200,700 during the fourth quarter, down 18% from the previous quarter and down 20% from the same quarter last year.

Broadband (On-net)

Broadband net additions of 106,200 (Q3 2007: 115,800) remained strong as we continued to emphasize the speed, quality and reliability of our broadband service to consumers. Broadband remains our premier product where our superior network will differentiate us from our DSL competitors. We are fully focused on maximizing the unique potential of our cable network to improve the consumer experience and are in the process of upgrading our 4Mb customers to 10Mb. We also plan to launch a 50Mb broadband service during the course of this year. This will mean that by the end of the year, we plan to have four tiers of broadband service at 2Mb, 10Mb, 20Mb and 50Mb, with top headline speeds well ahead of our DSL competitors.

Virgin Media now has 3.4 million cable broadband subscribers which, together with 0.3 million off-net broadband subscribers, makes us the largest residential broadband provider in the UK.

Television

Total TV net additions were 61,100 in the quarter, up from 20,400 in the previous quarter. This represented the best quarter for at least seven years, based on pro forma combined operating statistics for periods prior to the cable merger. We believe this result was aided by the attractiveness of our VOD platform. 1.5 million of our TV customers are now using our VOD service on a monthly basis, representing a reach of 47%. Average views per user per month in the fourth quarter were 23 compared to 10 at the start of 2007. Average monthly views were 33 million in the quarter, up 45% on the previous quarter.

TV net additions were also positively affected by a record quarter for driving DVR penetration, partly due to a promotional reduction in DVR pricing. During the quarter, we added 72,200 V+ DVR subscribers to reach an installed base of 262,400. This represents a penetration level of just 8% of our digital subscribers and so the growth opportunity remains strong. In addition, based on our experience, DVR subscribers and VOD users are less likely to churn.

The mix of TV subscribers improved during the quarter, with growth in the percentage of subscribers on our top basic tier. We believe that this growth was positively affected by the addition of the Setanta Sports channels into our top basic tier during the third quarter. We also launched the Setanta Sports News channel to our entire digital TV base in November. This channel is a joint venture between Setanta and us.

In the first quarter of 2008, we have slightly altered some of our acquisition offers to emphasize our higher TV tiers and as a result, although TV net additions are expected to remain strong, we anticipate that they will be lower than in the fourth quarter.

Telephony (On-net)

Telephony net additions of 38,900 (Q3 2007: 1,300 loss) were positive for the first time since the cable merger with the best performance since the second quarter of 2004, based on pro forma combined operating statistics for periods prior to the cable merger. This was 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 17.1 million (Q3 2007: GBP 17.3m). At the year-end, we had 287,300 off-net broadband subscribers, with an increase of 5,000 in the quarter. We also added 13,400 off-net telephony subscribers during the quarter and now have a base of 103,900.

Business

Business revenue was GBP 163.0 million, up GBP 3.0 million compared to the previous quarter primarily due to growth in both retail projects revenue and wholesale revenue.

Consistent with our strategy, we continue to experience a shift in retail revenues from voice to data. Retail data revenue was GBP 43.4 million in the quarter, up by GBP 0.1 million compared to the previous quarter, and up GBP 2.7 million compared to the same quarter last year. Retail voice revenue was GBP 51.3 million in the quarter, down GBP 2.1 million from the previous quarter and down GBP 4.4 million from the same quarter last year.

Other retail revenue in the quarter was GBP 21.4 million, up GBP 3.7 million from the previous quarter and up GBP 7.5 million from the same quarter last year. The majority of this revenue is from infrastructure projects and most of the increase was derived from our LAN solutions infrastructure contract at Heathrow Airport's new Terminal Five.

Wholesale revenue in the quarter was GBP 46.9 million, up GBP 1.3 million from the previous quarter due to strong performance in the Mobile, Carriers and System Integrators sales channel together with increased voice activity in the quarter, partially offset by a decline in ISP revenue. Wholesale revenue was down GBP 11.6 million from the same quarter last year due mainly to a reduction in our ISP subscriber base and contract decline in Mobile accounts.

Our main focus within Business is selling retail data services and we anticipate growth in this area in 2008 as compared to 2007. We anticipate that revenue from the airport contract will fall in 2008 as the contract ends in the first quarter of 2008. However, this contract was operating at a very low margin and consequently, its completion will not have a significant impact on Cable OCF. We anticipate that wholesale revenue will also fall in 2008 due to continued reduction in our ISP subscriber base and contract decline in Mobile accounts. As a result, total Business revenue for 2008 is expected to be lower than in 2007, although we continue to expect higher retail data revenue.

CABLE SEGMENT OCF

Cable segment OCF in the quarter was GBP 309.5 million, up GBP 6.0 million compared to the previous quarter. Cable OCF in the previous quarter benefited from a number of items, as disclosed in our Third Quarter 2007 Results press release, dated November 7, 2007.

We expect that Cable segment OCF in the first quarter of 2008 will be affected by lower Business revenues as discussed above, plus anticipated higher employee incentive-based and stock-based compensation expense. These expenses, which are largely performance related, are anticipated to be higher in the first quarter of 2008 as compared to the fourth quarter of 2007, reflecting our expectations that a greater percentage of the performance targets will be achieved in 2008 compared with the level achieved in 2007.

MOBILE SEGMENT

Mobile Revenue

Mobile revenue in the quarter was GBP 151.6 million (Q3 2007: GBP 158.7m), comprising GBP 142.0 million service revenue (Q3 2007: GBP 147.3m) and GBP 9.6 million equipment revenue (Q3 2007: GBP 11.4m). The service revenue decline was mainly due to a decrease in revenue from roaming charges, which is seasonally higher in summer months, partially offset by subscriber growth.

The decline in equipment revenue was due to increased handset promotional activity during the quarter.

Total mobile net additions in the quarter were 60,500 compared to 15,900 in the previous quarter due to growth in both contract and prepay customers.

Contract net additions in the quarter were 47,500 compared to 29,700 in the previous quarter as we continued to successfully cross-sell mobile contracts to our Virgin Media cable customers.

Prepay net additions in the quarter were 13,000 compared to a loss of 13,800 in the previous quarter due to our decision to continue to engage in a more favorable prepay market along with a usual seasonal increase in sales for the Christmas Holiday season. We will continue to exercise economic discipline and responsible investment in respect of the prepay market.

Overall mobile ARPU for the quarter was GBP 10.69 compared to GBP 11.11 in the previous quarter. ARPU was down due to lower prepay usage, partially offset by improved contract mix. Prepay usage was lower due to a decrease in revenue from roaming charges, which is seasonally higher in summer months.

Mobile OCF

Mobile OCF was GBP 17.8 million in the quarter, down from GBP 31.5 million in the previous quarter. As anticipated, this was partly due to an increase in subscriber acquisition costs associated with seasonally higher new customer additions.

CONTENT SEGMENT

Content Revenue

The Content segment consists of VMtv and Sit-up.

Total Content segment revenue, after inter segment elimination, was GBP 114.1 million (Q3 2007: GBP 79.8m), comprising GBP 27.3 million (Q3 2007: GBP 27.0m) from VMtv and GBP 86.8 million (Q3 2007: GBP 52.8m) from Sit-up. VMtv sells channels to and receives subscriptions from the Virgin Media cable segment. As a result, for consolidation purposes, GBP 6.2 million of inter segment revenue has been eliminated in the quarter.

The number of commercial impacts of VMtv's channels for the year increased by 20%, reflecting the strong performance of its channels, positioning us well to take an increased share of the TV advertising market.

On October 1, 2007, VMtv launched Virgin 1 on cable, satellite and Freeview. Our strategy for this channel is to maximize advertising revenues from the Freeview platform and to cross-promote Virgin Media's unique VOD content and functionality, as well as other products and services.

Sit-up revenue was GBP 86.8 million in the fourth quarter, up 6% on the same quarter last year due to increased sales volumes. As expected, Sit-up revenue was seasonally higher than the third quarter due to the Christmas Holiday season. We anticipate revenue in the first quarter of 2008 to be seasonally lower than the fourth quarter.

Content OCF

Content segment OCF in the quarter was a loss of GBP 6.3 million, compared with positive OCF of GBP 6.5 million in the prior quarter, due partly to a seasonal increase in programming costs to drive viewing over the Christmas Holiday season. In addition, Content OCF in the third quarter had included benefits from a number of items, as disclosed in our Third Quarter 2007 Results press release, dated November 7, 2007.

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 multi-channel television channels based on the BBC's program library and other acquired programming and which are carried on Virgin Media's cable platform and also on satellite. Some channels are also available on Freeview. UKTV is the second largest pay-TV operator in the UK by viewing share.

Virgin Media accounts for its interest in UKTV under the equity method and recognized a share of UKTV's net income of GBP 0.3 million in the fourth quarter (Q3 2007: GBP 5.9m) and GBP 18.7 million for the full year. Fourth quarter share of net income was lower than in the third quarter due to a seasonal increase in programming costs to drive viewing over the Christmas Holiday season. UKTV's financial results are not consolidated in Virgin Media's revenue, operating income or OCF.

UKTV is funded by a loan from Virgin Media, which was GBP 145.6 million at December 31, 2007. This loan effectively acts as a revolving facility for UKTV. Virgin Media received cash payments from UKTV for the year ended December 31, 2007 totaling GBP 38.3 million. These consisted of GBP 16.4 million of loan capital repayments, and GBP 21.9 million consisting of dividends, interest payments and payments for consortium tax relief from UKTV.

Virgin Media's investment in UKTV is carried on the balance sheet at December 31, 2007 at GBP 367.7 million, which includes the outstanding GBP 145.6 million loan.

OPERATING INCOME BEFORE DEPRECIATION, AMORTIZATION AND OTHER CHARGES (OCF)

OCF was GBP 321.0 million in the fourth quarter (Q3 2007: GBP 341.5m). The decline was due to the decrease in both Content and Mobile OCF partially offset by the increase in Cable OCF as discussed above.

OCF in the third quarter had benefited from a number of items as disclosed in our Third Quarter 2007 Results press release, dated November 7, 2007.

We expect that OCF in the first quarter of 2008 will be affected by lower business revenues as discussed above, plus anticipated higher employee incentive-based and stock-based compensation expense. These expenses, which are largely performance related, are anticipated to be higher in the first quarter of 2008 as compared to the fourth quarter of 2007, reflecting our expectations that a greater percentage of the performance targets will be achieved in 2008 compared with the level achieved in 2007.

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

Operating Loss and Net Loss from Continuing Operations

Operating loss was GBP 17.8 million (Q3 2007: GBP 46.7m income) with the decrease mainly due to the decrease in OCF discussed above, higher other charges and an increase in depreciation expense. In addition, other (income) charges in the previous quarter had included certain benefits as disclosed in our Third Quarter 2007 Results press release. Other charges were also higher due to increased involuntary employee termination and related costs, primarily in connection with the closure of our venue sales channel, and revisions to estimates concerning lease exit costs for commercial properties included in our restructuring programs.

Operating loss was GBP 17.8 million compared to income of GBP 9.2 million in the fourth quarter of 2006 with the decrease due mainly to increased depreciation and other charges.

In the fourth quarter, interest income and other, net, includes gains on disposal of investments, that were more than offset by losses on disposal of fixed assets. Accordingly, a net charge of GBP 6.1 million has resulted.

Net loss from continuing operations was GBP 163.2 million (Q3 2007: GBP 61.0m) and compares with a net loss from continuing operations of GBP 88.1 million in the fourth quarter of 2006. The increase in net loss compared to the previous quarter and to the same quarter last year was mainly due to reduced operating income, reduced interest income and other, increased interest expense and increased foreign currency transaction losses.

CAPITAL EXPENDITURE

Fixed asset additions (accrual basis) were GBP 140.3 million for the fourth quarter (Q3 2007: GBP 128.2m) and GBP 579.6 million for the full year.

Compared to the fourth quarter of 2006, fixed asset additions (accrual basis) were down GBP 38.3 million.

The total purchase of fixed assets and intangible assets was GBP 112.2 million in the fourth quarter, compared to GBP 137.8 million in the previous quarter and GBP 157.8 million in the same quarter last year. The total purchase of fixed assets and intangible assets was GBP 536.2 million for the full year.

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

DEBT

As of December 31, 2007, long term debt (net of current portion) was GBP 5,929 million. This consisted of GBP 4,805 million outstanding under our Senior Credit Facility, GBP 1,032 million of Senior Notes, and GBP 92 million of capital leases and other indebtedness. Cash and cash equivalents were GBP 321 million.

During the fourth quarter, we made a voluntary prepayment of GBP 200 million relating to our Senior Credit Facility utilizing available cash reserves.

Cash interest paid (exclusive of amounts capitalized) was GBP 106.1 million in the quarter and GBP 486.9 million for the last twelve months.

"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 continued right to use the Virgin name and logo; (4) the ability to maintain and upgrade our networks in a cost-effective and timely manner; (5) possible losses in revenues due to systems failures; (6) the ability to provide attractive programming at a reasonable cost; (7) the ability to control unauthorized access to our network; (8) the effect of technological changes on our businesses; (9) the reliance on single-source suppliers for some equipment, software and services and third party distributors of our mobile services; (10) the ability to achieve our business plans; (11) the ability to fund debt service obligations through operating cash flow; (12) the ability to obtain additional financing in the future and react to competitive and technological changes; (13) the ability to comply with restrictive covenants in our indebtedness agreements; and (14) 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 March 1, 2007 and its Form 10-K to be filed with the SEC on or about February 29, 2008. 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 and other charges (OCF), and (ii) 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) and purchase of fixed assets and purchase of intangible assets, respectively.

Please see Appendix E 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) Fixed Asset Additions (Accrual Basis)
 E) Use of Non-GAAP Financial Measures and Reconciliations to GAAP


 Appendices:
 -----------

 A)   FINANCIAL STATEMENTS

 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
 (in GBP millions, except share and per share data)

                             Three months ended        Year ended
                                 December 31,         December 31,
                            --------------------  --------------------
                              2007        2006      2007        2006
                            ---------  ---------  ---------  ---------
                           (unaudited) (unaudited)

 Revenue                      1,050.6    1,081.6    4,073.7    3,602.2

 Costs and expenses
  Operating costs (exclusive
   of depreciation shown
   separately below)            491.6      510.4    1,830.0    1,572.8
  Selling, general and
   administrative expenses      238.0      258.2      960.2      906.9
  Other charges                  22.9       15.6       28.7       67.0
  Depreciation                  235.5      207.9      924.9      799.1
  Amortization                   80.4       80.3      313.3      246.6
                            ---------  ---------  ---------  ---------
  Total costs and expenses    1,068.4    1,072.4    4,057.1    3,592.4
                            ---------  ---------  ---------  ---------
 Operating (loss) income        (17.8)       9.2       16.6        9.8

 Other income (expense)
  Interest income and other,
   net                           (6.1)      10.4       19.5       34.7
  Interest expense             (139.7)    (124.8)    (514.2)    (457.4)
  Share of (loss) income
   from equity investments       (0.8)       4.1       17.7       12.5
  Foreign currency
   transaction (losses)
   gains                         (2.7)       7.7        5.1      (90.1)
  (Loss) gain on
   extinguishment of debt        (2.1)       0.1       (3.2)     (32.8)
  (Loss) gain on derivative
   instruments                   (1.8)       3.2       (2.5)       1.3
                            ---------  ---------  ---------  ---------
 Loss from continuing
  operations before income
  taxes, minority interest
  and cumulative effect of
  changes in accounting
  principle                    (171.0)     (90.1)    (461.0)    (522.0)
  Income tax benefit
   (expense)                      7.8        1.0       (2.5)      11.8
  Minority interest                --        1.0         --        1.0
                            ---------  ---------  ---------  ---------
 Loss from continuing
  operations                   (163.2)     (88.1)    (463.5)    (509.2)
                            ---------  ---------  ---------  ---------

 Discontinued operations
  (Loss) gain on disposal
   of assets                       --       (0.2)        --        7.9
                            ---------  ---------  ---------  ---------
  (Loss) income from
   discontinued operations         --       (0.2)        --        7.9
                            ---------  ---------  ---------  ---------

  Cumulative effect of
   changes in accounting
   principle                       --      (33.8)        --      (32.6)
                            ---------  ---------  ---------  ---------
 Net loss                      (163.2)    (122.1)    (463.5)    (533.9)
                            =========  =========  =========  =========

 Basic and diluted loss from
  continuing operations
  per common share          (GBP 0.50) (GBP 0.27) (GBP 1.42) (GBP 1.74)
                            =========  =========  =========  =========

 Basic and diluted income
  from discontinued
  operations per common
  share                            --         --         --   GBP 0.03
                            =========  =========  =========  =========

 Basic and diluted loss
  from cumulative effect of
  changes in accounting
  principle per share              --  (GBP 0.10)        --  (GBP 0.11)
                            =========  =========  =========  =========

 Basic and diluted net loss
  per common share          (GBP 0.50) (GBP 0.37) (GBP 1.42) (GBP 1.82)
                            =========  =========  =========  =========

 Dividends per share (in
  U.S. Dollars)             $    0.04  $    0.02  $    0.13  $    0.05
                            =========  =========  =========  =========

 Average number of shares
  outstanding (in millions)     327.4      323.8      325.9      292.9
                            =========  =========  =========  =========


 CONDENSED CONSOLIDATED BALANCE SHEETS
 (in GBP millions)

                                            December 31,  December 31,
                                                2007          2006
                                            ------------  ------------

 Assets
 Current assets
  Cash and cash equivalents                      321.4         418.5
  Restricted cash                                  6.1           6.0
  Accounts receivable - trade, less
   allowance for doubtful accounts of
   GBP 19.5 (2007) and GBP 51.8 (2006)           455.6         461.2
  Inventory                                       75.4          65.3
  Prepaid expenses and other current assets       94.8          87.4
                                            ------------  ------------
   Total current assets                          953.3       1,038.4

 Fixed assets, net                             5,655.6       6,026.3
 Goodwill and other indefinite-lived
  intangible assets                            2,488.2       2,516.5
 Intangible assets, net                          816.7       1,120.5
 Equity investments                              368.7         371.5
 Other assets, net of accumulated
  amortization of GBP 45.0 (2007) and
  GBP 21.8 (2006)                                183.6         170.3
                                            ------------  ------------
 Total assets                                 10,466.1      11,243.5
                                            ============  ============

 Liabilities and shareholders' equity
 Current liabilities
  Accounts payable                               372.9         379.6
  Accrued expenses and other current
   liabilities                                   406.2         485.5
  VAT and employee taxes payable                  86.1          82.8
  Restructuring liabilities                       89.6         126.8
  Interest payable                               172.5         158.2
  Deferred revenue                               250.3         268.0
  Current portion of long term debt               29.1         141.9
                                            ------------  ------------
   Total current liabilities                   1,406.7       1,642.8

 Long term debt, net of current portion        5,929.4       6,017.2
 Deferred revenue and other long term
  liabilities                                    238.5         276.2
 Deferred income taxes                            81.0          77.2
                                            ------------  ------------
 Total liabilities                             7,655.6       8,013.4
                                            ------------  ------------
 Commitments and contingent liabilities
 Shareholders' equity
  Common stock - $.01 par value; authorized
   1,000.0 shares (2007 and 2006); issued
   328.9 (2007) and 326.4 (2006) and
   outstanding 327.5 (2007) and 323.9 (2006)
   shares                                          1.8           1.8
  Additional paid-in capital                   4,335.9       4,303.4
  Accumulated other comprehensive income         148.6         116.0
  Accumulated deficit                         (1,675.8)     (1,191.1)
                                            ------------  ------------
   Total shareholders' equity                  2,810.5       3,230.1
                                            ------------  ------------
 Total liabilities and shareholders' equity   10,466.1      11,243.5
                                            ============  ============


 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 (in GBP millions)

                                                        Year ended
                                                       December 31,
                                                   -------------------
                                                     2007       2006
                                                   --------   --------

 Operating activities
 Net loss                                            (463.5)    (533.9)
 Cumulative effect of changes in accounting
  principle                                              --       32.6
 Income from discontinued operations                     --       (7.9)
                                                   --------   --------
 Loss from continuing operations                     (463.5)    (509.2)

 Adjustments to reconcile net loss to net cash
  provided by operating activities:
  Depreciation and amortization                     1,238.2    1,045.7
  Non-cash interest                                     2.7       99.1
  Non-cash compensation                                17.5       36.7
  Income from equity accounted investments, net
   of dividends received                              (10.8)      (9.5)
  Income taxes                                         14.3      (14.8)
  Loss on extinguishment of debt                        3.2       32.8
  Amortization of original issue discount and
   deferred finance costs                              23.1       32.4
  Unrealized foreign currency transaction (gain)
   loss                                                (2.7)      46.5
  Other                                                13.2       (4.0)

 Changes in operating assets and liabilities         (119.2)      30.4
                                                   --------   --------

   Net cash provided by operating activities          716.0      786.1
                                                   --------   --------

 Investing activities
  Purchase of fixed and intangible assets            (536.2)    (554.8)
  Principal repayments on loans to equity
   investments                                         16.4       15.7
  Acquisitions, net of cash acquired                   (1.0)  (2,423.1)
  Other                                                11.0        8.2
                                                   --------   --------
   Net cash used in investing activities             (509.8)  (2,954.0)
                                                   --------   --------

 Financing activities
  New borrowings, net of financing fees               874.5    8,935.6
  Proceeds from employee stock option exercises        15.0       38.7
  Principal payments on long term debt and capital
   leases                                          (1,170.8)  (7,100.6)
  Dividends paid                                      (21.2)      (8.5)
                                                   --------   --------
   Net cash (used in) provided by financing
    activities                                       (302.5)   1,865.2
                                                   --------   --------

 Effect of exchange rate changes on cash and cash
  equivalents                                          (0.8)     (14.0)
 Decrease in cash and cash equivalents                (97.1)    (316.7)
 Cash and cash equivalents, at beginning of year      418.5      735.2
                                                   --------   --------
 Cash and cash equivalents, at end of year            321.4      418.5
                                                   ========   ========

 Supplemental disclosure of cash flow information
 Cash paid during the year for interest exclusive
  of amounts capitalized                              486.9      327.1
 Income taxes paid                                      0.6        7.7


 QUARTERLY CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS 
 (in GBP millions, except share and per share data) (unaudited)

                                 Three months ended
                 -----------------------------------------------------
                  Dec 31,    Sep 30,    Jun 30,    Mar 31,    Dec 31,
                    2007       2007       2007       2007       2006
                 -----------------------------------------------------

 Revenue           1,050.6    1,006.2      995.0    1,021.9    1,081.6

 Costs and
  expenses
  Operating costs
   (exclusive of
   depreciation
   shown
   separately
   below)            491.6      454.0      435.1      449.3      510.4
  Selling,
   general and
   administrative                       
   expenses          238.0      210.7      244.6      266.9      258.2
  Other charges
   (income)           22.9       (8.9)       3.1       11.6       15.6
  Depreciation       235.5      225.7      231.6      232.1      207.9
  Amortization        80.4       78.0       77.6       77.3       80.3
                 -----------------------------------------------------
  Total costs and                       
   expenses        1,068.4      959.5      992.0    1,037.2    1,072.4
                 -----------------------------------------------------
 Operating (loss)                       
  income             (17.8)      46.7        3.0      (15.3)       9.2

 Other income
  (expense)
  Interest income
   and other, net     (6.1)      10.8        7.8        7.0       10.4
  Interest
   expense          (139.7)    (127.9)    (128.1)    (118.5)    (124.8)
  Share of (loss)
   income from
   equity
   investments        (0.8)       6.0        5.3        7.2        4.1
  Foreign
   currency
   transaction
   (losses) gains     (2.7)       2.2        2.3        3.3        7.7
  (Loss) gain on
   extinguishment
   of debt            (2.1)        --       (1.1)        --        0.1
  (Loss) gain on
   derivative
   instruments        (1.8)       0.8       (1.0)      (0.5)       3.2
                 -----------------------------------------------------
 Loss from
  continuing
   operations
   before income
   taxes,
   minority
   interest and
   cumulative
   effect of
   changes in
   accounting
   principle        (171.0)     (61.4)    (111.8)    (116.8)     (90.1)
  Income tax
   benefit
   (expense)           7.8        0.4       (7.2)      (3.5)       1.0
  Minority
   interest             --         --         --         --        1.0
                 -----------------------------------------------------
 Loss from
  continuing
  operations        (163.2)     (61.0)    (119.0)    (120.3)     (88.1)
                 -----------------------------------------------------

 Discontinued
  operations
  Loss on
   disposal of
   assets               --         --         --         --       (0.2)
                 -----------------------------------------------------
  Loss from
   discontinued
   operations           --         --         --         --       (0.2)
                 -----------------------------------------------------

  Cumulative
   effect of
   changes in
   accounting
   principle            --         --         --         --      (33.8)
                 -----------------------------------------------------
 Net loss           (163.2)     (61.0)    (119.0)    (120.3)    (122.1)
                 =========  =========  =========  =========  =========

 Basic and
  diluted loss
  from continuing
  operations per
  common share   (GBP 0.50) (GBP 0.19) (GBP 0.37) (GBP 0.37) (GBP 0.27)

 Basic and
  diluted loss
  from
  discontinued
  operations per
  common share          --         --         --         --         --

 Basic and
  diluted loss
  from cumulative
  effect of
  changes in
  accounting
  principle per
  share                 --         --         --         --  (GBP 0.10)
                 -----------------------------------------------------
 Basic and
  diluted net
  loss per
  common share   (GBP 0.50) (GBP 0.19) (GBP 0.37) (GBP 0.37) (GBP 0.37)
                 =========  =========  =========  =========  =========

 Average number
  of shares
  outstanding
  (in millions)      327.4      326.4      325.5      324.2      323.8
                 =========  =========  =========  =========  =========


 ADDITIONAL QUARTERLY CONDENSED CASH FLOW INFORMATION
 (in GBP millions)  (unaudited)

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

 Operating activities
 Net loss                               (163.2)  (61.0) (119.0) (120.3)

 Adjustments to reconcile net loss to
  net cash provided by operating
  activities:
  Depreciation and amortization          315.9   303.7   309.2   309.4
  Non-cash interest                       25.4    37.5   (18.0)  (42.2)
  Non-cash compensation                    3.4    (0.2)    7.1     7.2
  Income from equity accounted
   investments, net of dividends
   received                                1.7    (3.3)   (3.6)   (5.6)
  Income taxes                             1.6      --     7.2     5.5
  Amortization of original issue
   discount and deferred finance costs     5.8     5.7     5.7     5.9
  Other                                   15.1    (2.8)    1.8    (0.4)

 Changes in operating assets and
  liabilities                             62.2   (55.9)  (72.0)  (53.5)
                                        ------------------------------

   Net cash provided by operating
    activities                           267.9   223.7   118.4   106.0
                                        -------------------------------

 Investing activities
  Purchase of fixed and intangible
   assets                               (112.2) (137.8) (133.6) (152.6)
  Principal repayments on loans to
   equity investments                      1.9     8.3     1.1     5.1
  Acquisitions, net of cash acquired        --      --      --    (1.0)
  Other                                    4.6     4.3     1.5     0.6
                                        ------------------------------
   Net cash used in investing 
    activities                          (105.7) (125.2) (131.0) (147.9)
                                        ------------------------------

 Financing activities
  New borrowings, net of financing fees     --      --   874.6    (0.1)
  Proceeds from employee stock option
   exercises                               3.6     7.4     3.6     0.4
  Principal payments on long term debt
   and capital leases                   (204.0)  (12.1) (947.2)   (7.5)
  Dividends paid                          (6.4)   (6.5)   (5.0)   (3.3)
                                        ------------------------------
   Net cash used in financing
    activities                          (206.8)  (11.2)  (74.0)  (10.5)
                                        ------------------------------

 Effect of exchange rate changes on cash
  and cash equivalents                     2.0    (0.4)   (1.4)   (1.0)
 (Decrease) increase in cash and cash
  equivalents                            (42.6)   86.9   (88.0)  (53.4)
 Cash and cash equivalents, at beginning
  of period                              364.0   277.1   365.1   418.5
                                        ------------------------------
 Cash and cash equivalents, at end of
  period                                 321.4   364.0   277.1   365.1
                                        ==============================

 Supplemental disclosure of cash flow
  information
 Cash paid during the period for
  interest exclusive of amounts
  capitalized                            106.1    85.8   140.0   155.0
 Income taxes paid                         0.6      --      --      --


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

                        Q4-07     Q3-07     Q2-07     Q1-07     Q4-06
                      ------------------------------------------------
 Group RGUs(1)
  Opening RGUs        11,418.8  11,232.1  11,168.9  11,023.8  10,881.1
  Data Cleanse(2)           --        --       4.2        --        --
  Adjusted Opening
   RGUs               11,418.8  11,232.1  11,173.1  11,023.8  10,881.1
 Net RGU adds            272.1     186.7      59.0     145.1     142.7
                      ------------------------------------------------
 Closing Group
  RGUs(1)             11,690.9  11,418.8  11,232.1  11,168.9  11,023.8
                      ================================================

 Group RGUs(1)
  Telephone
   On-net              4,031.4   3,992.5   3,993.8   4,050.6   4,114.0
   Off-net               103.9      90.5      75.5      65.1      44.5
                      ------------------------------------------------
                       4,135.3   4,083.0   4,069.3   4,115.7   4,158.5

  On-net TV            3,478.1   3,417.0   3,396.6   3,390.0   3,353.9
   On-net DTV          3,253.5   3,167.0   3,125.3   3,081.1   3,005.9

  Broadband

   On-net              3,413.9   3,307.7   3,191.9   3,146.4   3,058.5
   Off-net               287.3     282.3     275.2     270.5     260.8
                      ------------------------------------------------
                       3,701.2   3,590.0   3,467.1   3,416.9   3,319.3
  Mobile
   Contract              376.3     328.8     299.1     246.3     192.1

                      ------------------------------------------------
 Total RGUs(1)        11,690.9  11,418.8  11,232.1  11,168.9  11,023.8
                      ================================================

 Net RGU adds(1) & (2)
  Telephone
   On-net                 38.9      (1.3)    (56.9)    (63.4)    (64.3)
   Off-net                13.4      15.0      10.4      20.6       1.1
                      ------------------------------------------------
                          52.3      13.7     (46.5)    (42.8)    (63.2)

  On-net TV               61.1      20.4       2.2      36.1      38.5
    On-net DTV            86.5      41.7      40.0      75.2      83.9

  Broadband
   On-net                106.2     115.8      45.8      87.9      78.1
   Off-net                 5.0       7.1       4.7       9.7      18.0
                      ------------------------------------------------
                         111.2     122.9      50.5      97.6      96.1
  Mobile
   Contract               47.5      29.7      52.8      54.2      71.3

                      ------------------------------------------------
 Total Net RGU adds(1)   272.1     186.7      59.0     145.1     142.7
                      ================================================

 Notes
 (1) The definition of Total and Group RGUs has been amended to
     exclude prepay mobile subscribers and adjustments have been made
     to opening and closing balances and net RGU adds accordingly,
     with effect from Q4-06. The operating statistics relating to
     prepay mobile are included within Mobile Operations Statistics,
     below.
 (2) Data cleanse activity in Q2-07 resulted in an increase of 4,200
     RGUs, comprised of an increase of approximately 4,400 Television
     and 100 Telephone RGUs and a decrease of approximately 300
     Broadband RGUs. Net RGU adds above exclude the data cleanse
     increases/decrease.


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

                       Q4-07     Q3-07     Q2-07     Q1-07     Q4-06
                      ------------------------------------------------
 Customers
  Opening Customers    4,750.3   4,737.3   4,807.6   4,854.5   4,891.5
  Gross customer adds    225.1     256.5     191.9     184.3     213.5
  Total Customer
   disconnections       (200.7)   (243.5)   (262.2)   (231.2)   (250.5)
  Net customer adds       24.4      13.0     (70.3)    (46.9)    (37.0)
                      ------------------------------------------------
 Closing Customers     4,774.7   4,750.3   4,737.3   4,807.6   4,854.5

 Monthly customer
  churn %                  1.4%      1.7%      1.8%      1.6%      1.7%

 Cable RGUs
  Opening Cable RGUs  10,717.2  10,582.3  10,587.0  10,526.4  10,474.1
  Data Cleanse(1)           --        --       4.2        --        --
  Adjusted Opening
   Cable RGUs         10,717.2  10,582.3  10,591.2  10,526.4  10,474.1
 Net Cable RGU adds      206.2     134.9      (8.9)     60.6      52.3
                      ------------------------------------------------
 Closing Cable RGUs   10,923.4  10,717.2  10,582.3  10,587.0  10,526.4

 Net Cable RGU Adds(1)
  Telephone               38.9      (1.3)    (56.9)    (63.4)    (64.3)
  Television              61.1      20.4       2.2      36.1      38.5
   DTV                    86.5      41.7      40.0      75.2      83.9
  Broadband              106.2     115.8      45.8      87.9      78.1
                      ------------------------------------------------
 Total Net Cable RGU
  Adds                   206.2     134.9      (8.9)     60.6      52.3

 Cable Revenue
  Generating Units
  (RGUs)
  Telephone            4,031.4   3,992.5   3,993.8   4,050.6   4,114.0
  Television           3,478.1   3,417.0   3,396.6   3,390.0   3,353.9
   DTV                 3,253.5   3,167.0   3,125.3   3,081.1   3,005.9
  Broadband            3,413.9   3,307.7   3,191.9   3,146.4   3,058.5
                      ------------------------------------------------
 Total Cable RGUs     10,923.4  10,717.2  10,582.3  10,587.0  10,526.4

 Cable RGU / Customer     2.29      2.26      2.23      2.20      2.17

 Bundled Customers
  Dual Cable RGU       1,423.3   1,506.0   1,563.0   1,657.7   1,725.7
  Triple Cable RGU     2,362.6   2,230.5   2,141.0   2,061.2   1,972.8
  Percentage of dual
   or triple Cable
  RGUs                    79.3%     78.7%     78.2%     77.4%     76.2%
  Percentage of triple
   Cable RGUs             49.5%     47.0%     45.2%     42.9%     40.6%
 Cable ARPU (GBP)(2)     42.24     41.55     42.16     42.75     42.82
  ARPU calculation:
  On-net revenues
   (GBP)               604,700   590,500   603,100   620,000   626,700
  Average customers    4,771.7   4,737.1   4,768.0   4,834.9   4,878.8

 Homes Marketable
  On-net(3)
  Telephone           12,313.8  12,353.5  12,349.5  12,348.2  12,431.4
  Television - Total  12,586.8  12,701.5  12,697.4  12,696.2  12,509.7
  Television - DTV    11,993.8  12,050.5  12,046.5  12,045.2  11,986.3
  Broadband           12,058.2  11,807.0  11,803.0  11,801.7  11,819.6
  Total homes         12,586.8  12,701.5  12,697.4  12,696.2  12,509.7

 Penetration of Homes
  Marketable On-net
  Telephone               32.7%     32.3%     32.3%     32.8%     33.1%
  Television - Total      27.6%     26.9%     26.8%     26.7%     26.8%
  Television - DTV        27.1%     26.3%     25.9%     25.6%     25.1%
  Broadband               28.3%     28.0%     27.0%     26.7%     25.9%
  Total Customer          37.9%     37.4%     37.3%     37.9%     38.8%

 Notes
 (1) Data cleanse activity in Q2-07 did not result in a change in
     customer numbers but did result in an increase of 4,200 RGUs
     comprised of an increase of approximately 4,400 Television and
     100 Telephone RGUs and a decrease of approximately 300 Broadband
     RGUs. Net RGU adds above exclude the data cleanse
     increases/decrease.
 (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.
 (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)

                                     Q4-07  Q3-07  Q2-07  Q1-07  Q4-06
                                     ---------------------------------
 Off-net RGUs
  Opening RGUs
   Telephone(1)                       90.5   75.5   65.1   44.5   43.4
   Broadband                         282.3  275.2  270.5  260.8  242.8
                                    ---------------------------------
                                     372.8  350.7  335.6  305.3  286.2

  Net RGU adds
   Telephone(1)                       13.4   15.0   10.4   20.6    1.1
   Broadband                           5.0    7.1    4.7    9.7   18.0
                                    ---------------------------------
                                      18.4   22.1   15.1   30.3   19.1

  Closing RGUs
   Telephone(1)                      103.9   90.5   75.5   65.1   44.5
   Broadband                         287.3  282.3  275.2  270.5  260.8
                                    ---------------------------------
                                     391.2  372.8  350.7  335.6  305.3

 Note
 (1) Off-net Telephone RGUs in Q4-06 have been restated from previously
     reported numbers.

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

                            Q4-07    Q3-07    Q2-07    Q1-07    Q4-06
                           -------------------------------------------
 Mobile Customers(1)
  Opening Customers
   Prepay                  4,102.1  4,115.9  4,215.2  4,330.7  4,390.9
   Contract                  328.8    299.1    246.3    192.1    120.8
                           -------------------------------------------
                           4,430.9  4,415.0  4,461.5  4,522.8  4,511.7
  Net customer adds
   Prepay                     13.0    (13.8)   (99.3)  (115.5)   (60.2)
   Contract                   47.5     29.7     52.8     54.2     71.3
                           -------------------------------------------
                              60.5     15.9    (46.5)   (61.3)    11.1
  Closing Mobile
   Customers (1)
   Prepay                  4,115.1  4,102.1  4,115.9  4,215.2  4,330.7
   Contract                  376.3    328.8    299.1    246.3    192.1
                           -------------------------------------------
                           4,491.4  4,430.9  4,415.0  4,461.5  4,522.8

 Mobile monthly ARPU
  (GBP)(2)                   10.69    11.11    10.70    10.07    10.59
  ARPU calculation:

  Service revenue (GBP)    142,000  147,300  142,300  136,000  141,800
  Average customers        4,429.2  4,417.9  4,434.7  4,499.3  4,465.4

 Notes
 (1) Mobile customer information is for active customers. Prepay
     customers are defined as active customers if they have made an
     outbound event 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) Mobile monthly ARPU is calculated on service revenue for the
     period divided by the average number of active customers for
     the period, divided by three.


 C) SEGMENTAL ANALYSIS
     (in GBP millions) (unaudited)

                                        Three months ended
                            ------------------------------------------
                            Dec 31,  Sep 30,  Jun 30, Mar 31,  Dec 31,
                              2007     2007     2007    2007     2006
                            ------------------------------------------

 Revenue
  Cable segment
   Consumer                   623.2    608.4   620.2    638.1    645.4
   Business                   163.1    160.1   155.9    163.1    169.0
                            ------------------------------------------
   Total                      786.3    768.5   776.1    801.2    814.4
   Inter segment revenue       (1.4)    (0.8)   (1.0)    (0.9)    (1.2)
                            ------------------------------------------
                              784.9    767.7   775.1    800.3    813.2
                            ------------------------------------------
  Mobile segment
   Virgin Mobile              151.6    158.7   146.3    141.0    151.4
   Inter segment revenue         --       --      --       --      0.3
                            ------------------------------------------
                              151.6    158.7   146.3    141.0    151.7
                            ------------------------------------------
  Content segment
   Virgin Media TV             33.5     33.2    32.0     35.2     40.5
   Sit-up                      86.8     52.8    47.7     51.3     82.0
                            ------------------------------------------
   Total                      120.3     86.0    79.7     86.5    122.5
   Inter segment revenue       (6.2)    (6.2)   (6.1)    (5.9)    (5.8)
                            ------------------------------------------
                              114.1     79.8    73.6     80.6    116.7
                            ------------------------------------------

                            ------------------------------------------
 Total revenue              1,050.6  1,006.2   995.0  1,021.9  1,081.6
                            ------------------------------------------

 Segment OCF(1)
  Cable segment OCF           309.5    303.5   282.5    266.8    296.8
  Mobile segment OCF           17.8     31.5    32.7     26.7     14.2
  Content segment OCF          (6.3)     6.5     0.1     12.2      2.0
                            ------------------------------------------
  OCF (Total)                 321.0    341.5   315.3    305.7    313.0
                            ------------------------------------------

 Note:
 (1) Segment OCF includes inter segment revenue and costs as 
     applicable. OCF (Total) is a non-GAAP financial measure - see 
     Appendix E.


 D) FIXED ASSET ADDITIONS (ACCRUAL BASIS)
    (in GBP millions) (unaudited)

                                          Three months ended
                                --------------------------------------
                                Dec 31, Sep 30, Jun 30, Mar 31, Dec 31,
                                 2007    2007    2007    2007    2006
                                --------------------------------------

 NCTA Fixed Asset Additions
  CPE                             53.3    49.1    58.9    62.5    59.0
  Scaleable infrastructure        33.7    28.4    35.7    33.5    44.9
  Commercial                      17.1    17.1    18.5    15.4    18.5
  Line extensions                  0.6     0.1      --      --     0.9
  Upgrade/rebuild                  6.4     2.1     4.0     3.5     0.8
  Support capital                 24.9    25.1    29.6    38.0    49.5
                                --------------------------------------
 Total NCTA Fixed Asset
  Additions                      136.0   121.9   146.7   152.9   173.6

 Non NCTA Fixed Asset Additions    4.3     6.3     9.5     2.0     5.0

 Total Fixed Asset Additions    --------------------------------------
  (Accrual Basis)                140.3   128.2   156.2   154.9   178.6

 Changes in liabilities related
  to Fixed Asset Additions
  (Accrual Basis)                (28.1)    9.6   (22.6)   (2.3)  (20.8)

 Total Purchase of Fixed Assets --------------------------------------
  and Intangible Assets          112.2   137.8   133.6   152.6   157.8
                                ======================================

 Comprising:
 Purchase of Fixed Assets        104.5   137.7   133.5   151.0   147.8
 Purchase of Intangible Assets     7.7     0.1     0.1     1.6    10.0
                                --------------------------------------
                                 112.2   137.8   133.6   152.6   157.8
                                ======================================

 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 E 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 Assets and Purchase of Intangible Assets.


 E)  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 and other 
     charges (OCF)

     Operating income before depreciation, amortization and other
     charges, which we refer to as OCF or OCF (Total), is not a
     financial measure recognised under GAAP. OCF represents our
     earnings before interest, taxes, depreciation and amortization,
     other charges, share of income from equity investments, loss on
     extinguishment of debt, loss on derivative instruments and
     foreign currency transaction gains (losses). Our management,
     including our chief executive officer, who is our chief operating 
     decision maker, considers 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 OCF with 
     other companies' non-GAAP financial measures that have the same 
     or similar names.
 
 Reconciliation of operating income before depreciation,
 amortization and other charges (OCF) to GAAP operating income
 (loss)

 (in GBP millions) (unaudited)            Three months ended
                                --------------------------------------
                                Dec 31, Sep 30, Jun 30, Mar 31, Dec 31,
                                 2007    2007    2007    2007    2006
                                --------------------------------------

 Operating income before
  depreciation, amortization
  and other charges (OCF)        321.0   341.5   315.3   305.7   313.0

 Reconciling items
  Depreciation and amortization (315.9) (303.7) (309.2) (309.4) (288.2)
  Other (charges) income         (22.9)    8.9    (3.1)  (11.6)  (15.6)
                                --------------------------------------
 Operating (loss) income         (17.8)   46.7     3.0   (15.3)    9.2
                                ======================================


 (ii) 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 assets and intangible
      assets as measured on an accrual basis. 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 the Statement of Cash Flows.
      The significant limitations associated with the use of Fixed
      Asset Additions (Accrual Basis) as compared to purchase of fixed
      assets and purchase of intangible assets is that Fixed Asset
      Additions (Accrual Basis) excludes timing differences from
      payments of liabilities 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 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 assets and purchase of intangible assets

 (in GBP millions) (unaudited)           Three months ended
                                --------------------------------------
                                Dec 31, Sep 30, Jun 30, Mar 31, Dec 31,
                                 2007    2007    2007    2007    2006
                                ------  ------  ------  ------  ------

 Fixed Asset Additions (Accrual
  Basis)                         140.3   128.2   156.2   154.9   178.6

 Changes in liabilities related
  to Fixed Asset Additions
  (Accrual Basis)                (28.1)    9.6   (22.6)   (2.3)  (20.8)
                                ------  ------  ------  ------  ------
 Total Purchase of Fixed Assets
  and Intangible Assets          112.2   137.8   133.6   152.6   157.8
                                ======  ======  -=====  ======  ======
 Comprising:
 Purchase of fixed assets        104.5   137.7   133.5   151.0   147.8
 Purchase of intangible assets     7.7     0.1     0.1     1.6    10.0
                                ------  ------  ------  ------  ------
                                 112.2   137.8   133.6   152.6   157.8
                                ======  ======  -=====  ======  ======


            

Coordonnées