Virgin Media Reports Third Quarter 2008 Results


LONDON, Nov. 6, 2008 (GLOBE NEWSWIRE) -- Virgin Media Inc. (Nasdaq:VMED) announces results for the quarter ended September 30, 2008.

Quarterly highlights



 Financial
 * Revenue of GBP 991m (Q3-07: GBP 1,006m)
 * Cable segment Consumer revenue of GBP 610m (Q3-07: GBP 608m)
 * OCF of GBP 325m (Q3-07: GBP 342m)
 * Operating income of GBP 49m (Q3-07: GBP 47m)

 Operational
 * Total RGU net adds of 185,200 (Q3-07: 186,700)
   * 1,900 additional increase in reported RGUs from data cleanse
     (Q3-07: 4,200 increase)
 * On-net churn of 1.5% (Q3-07: 1.7%)
 * On-net customer net additions of 8,300 (Q3-07: 13,000)
   * 9,100 additional decrease in reported customers from data
     cleanse (Q3-07: nil)
 * On-net broadband net additions of 68,700 (Q3-07: 115,800)
   * Customers taking top-tier broadband up 78% year-on-year
 * TV subscribers net additions of 37,800 (Q3-07: 20,400)
 * On-net telephony net additions of 15,400 (Q3-07: 1,300 net
   reduction)
 * Record VOD usage; 45m average monthly views (Q3-07: 23m)
 * Contract mobile net additions of 78,300 (Q3-07: 29,700)
 * On-net cable ARPU of GBP 41.94 (Q3-07: GBP 41.55)
 * Record triple-play penetration of 54.7% (Q3-07: 47.0%)

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

"These third quarter results represent another solid operational and financial performance as we continue to execute against our strategy. In particular, we have grown ARPU, churn remains lower than a year ago and our customers are buying more products from us than ever before.

In the face of a slowdown in the general economy, our business has shown good resilience and we are focused on keeping churn low, improving our operational execution and driving unnecessary costs and inefficiencies out of the business.

We continue to exploit our competitive advantages in leading next generation broadband in the UK and redefining the on-demand TV experience. Our fourth quarter will mark a major milestone as we launch our unrivaled 50Mb broadband service."

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, November 13, 2008. 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#.

Analyst and Investor Days

Virgin Media will be hosting two identical Analyst and Investor days in New York and London on November 11 and 13, 2008, respectively, to update investors on the Company's strategy. Presentations will be made by key members of Virgin Media's senior management team, including Jim Mooney - Chairman, Neil Berkett - CEO, Charles Gallagher - Senior Vice President Finance, Mark Schweitzer - Chief Commercial Officer and Howard Watson - Chief Transformation and Technology Officer.

The presentations will take place in New York and London and both will be webcast live at www.virginmedia.com/investors and be available via a conference call facility. Pre-registration is required. Please find full details on the Company's website at www.virginmedia.com/investors.

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 to "Safe Harbor Statement under the U.S. Private Securities Litigation Reform Act of 1995" on page 12 for a more detailed discussion regarding these forward-looking statements.

Note to the financial and operational results for the three months ended September 30, 2008

OCF is operating income before depreciation, amortization, goodwill impairment and restructuring 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)
 -------------------------------------

                                        Q3 2008    Q2 2008    Q3 2007
                                       ---------  ---------  ---------
                                         GBP m      GBP m      GBP m
  Revenue
   Cable
    Consumer                               610.3      610.3      607.7
    Business                               153.4      156.8      160.0
                                       ---------  ---------  ---------
                                           763.7      767.1      767.7
   Mobile                                  145.5      143.9      158.7
   Content                                  81.9       79.5       79.8
                                       ---------  ---------  ---------
  Total Revenue                            991.1      990.5    1,006.2

  OCF                                      325.0      332.9      341.5

  Operating income (loss)                   48.6     (333.1)      46.7

 Note
 Our OCF and Operating income for Q3 2008 and Q3 2007 benefited from a
 number of items, as described in this release. Our Operating loss for
 Q2 2008 included a goodwill impairment charge of GBP 366.2m in respect
 of our Mobile reporting unit.

 GROUP RESIDENTIAL OPERATIONS
 STATISTICS ('000s)                     Q3 2008    Q2 2008    Q3 2007
 ----------------------------          ---------  ---------  ---------
  Group RGUs

   On-net TV                             3,576.5    3,538.8    3,417.0
    On-net Digital TV                    3,407.9    3,353.5    3,167.0

   Broadband
    On-net                               3,625.7    3,563.4    3,307.7
    Off-net                                260.1      272.7      282.3
                                       ---------  ---------  ---------
                                         3,885.8    3,836.1    3,590.0

   Telephone
    On-net                               4,078.6    4,063.5    3,992.5
    Off-net                                104.9      107.3       90.5
                                       ---------  ---------  ---------
                                         4,183.5    4,170.8    4,083.0

   Mobile

    Contract                               578.6      491.6      328.8


  Total RGUs                            12,224.4   12,037.3   11,418.8
                                       =========  =========  =========

  Net RGU adds

   On-net TV                                37.8       24.8       20.4
    On-net Digital TV                       54.4       42.1       41.7

   Broadband
    On-net                                  68.7       54.6      115.8
    Off-net                                (12.6)      (6.8)       7.1
                                       ---------  ---------  ---------
                                            56.1       47.8      122.9

   Telephone
    On-net                                  15.4        3.4       (1.3)
    Off-net                                 (2.4)       4.9       15.0
                                       ---------  ---------  ---------
                                            13.0        8.3       13.7

   Mobile(1)
    Contract                                78.3       55.9       29.7

                                       ---------  ---------  ---------
  Net RGU adds                             185.2      136.8      186.7

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

  Total increase in RGUs in period         187.1      142.1      186.7
                                       =========  =========  =========
 Notes
 (1) The operating statistics relating to prepay mobile are included
     within Mobile Operations Statistics.
 (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 as disclosed above.

OVERVIEW

This year our top priority is to build a robust platform for medium and long term growth. We are strengthening our existing customer base by focusing on getting the fundamentals right and are beginning to exploit the superior capabilities of our network in order to differentiate ourselves from our competitors. We have also begun to improve the underlying economic value of the business by reducing costs and inefficiencies. Today's third quarter results show solid progress operationally and financially against our strategy.

Operationally, reducing customer churn remains a key focus and it remained low this quarter at 1.5%, compared to 1.7% in the same quarter last year. We have continued to focus on RGU growth which feeds through into low churn, and on cross-sell and up-sell, with triple-play now at a record 54.7%. We have also seen net customer growth due to a strong sequential improvement in gross additions. The percentage of customers on our top two 10Mb and 20Mb broadband tiers continued to grow, illustrating the very real demand from our customers for top broadband speeds. A combination of price rises and our focus on cross-sell and up-sell has led to ARPU growth this quarter.

Our key strategic objectives are to lead the next generation broadband market in speed and quality and to redefine the mid-market TV experience through video-on-demand ("VOD"). In broadband, our 4Mb to 10Mb speed upgrade program is now complete, we have launched mobile broadband and we are on track to launch 50Mb in the fourth quarter. Despite a slowdown in the overall market, we have seen solid broadband net additions and improved tier mix.

Turning to TV, we are delighted to carry BBC iPlayer on our platform, which achieved 11.7m views on our platform in September. We are the only TV platform in the UK to carry this service and believe this substantially improves our TV offering. We have announced the return of the Sky basic channels to our platform and significantly enhanced the terms for the carriage of our channels on the Sky platform, in each case from November 13, 2008. The additional channels will improve our TV offering for new and existing customers.

Within Mobile, we have enjoyed record success in the quarter in growing our contract mobile base, mainly through cross-sell to our cable customers.

The broader economic environment in the UK has become more challenging and we have seen some impact on gross customer additions. However, our business is showing good resilience as we successfully target churn, drive further efficiencies across the Group and enhance our compelling product suite.

RESULTS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2008

TOTAL REVENUE

Total revenue in the third quarter was GBP 991.1m (Q2-08: GBP 990.5m; Q3-07: GBP 1,006.2m). The year-on-year decrease was due to reduced Mobile and Business revenue, partially offset by growth in Consumer and Content revenue.

CABLE SEGMENT REVENUE

Consumer

Consumer revenue in the third quarter was GBP 610.3m (Q2-08: GBP 610.3m; Q3-07: GBP 607.7m). Revenue grew year-on-year mainly due to an increase in Cable ARPU as discussed below.

As a result of the migration of our consumer on-net billing systems earlier this year, there was a further data cleanse recognized in the quarter which resulted in a decrease in reported customer numbers of 9,100 and on-net RGUs of 6,800. All net additions/disconnections figures in the following discussion exclude the impact of the data cleanse so that we are showing the true organic growth or decline.

On-net cable RGU net additions were 121,900 in the quarter (Q2-08: 82,800; Q3-07: 134,900). The sequential increase was due to improved growth in all three products. The year-on-year decrease in net additions was due to slower broadband growth, partially offset by improved TV and telephony growth.

Average monthly churn was 1.5% (Q2-08: 1.3%; Q3-07: 1.7%). We believe this year-on-year improvement partly reflects a range of operational improvements that we have made over the last year. Gross customer disconnections of 206,300 in the quarter were down 15% from the same quarter last year. Churn was up sequentially, as expected, mainly due to the usual seasonal increase in mover churn.

Gross on-net customer additions in the third quarter were 214,600, up 28% compared to the previous quarter. Gross on-net customer additions were down by 16% on the same quarter last year. We believe this partly reflects the focus on better quality gross additions and our priority of reducing churn, along with the probable impact of a softer macroeconomic environment. As a result, the on-net customer base was 4.7m at the quarter-end, with net additions of 8,300 in the quarter.

Cable ARPU increased sequentially and year-on-year to GBP 41.94 (Q2-08: GBP 41.63; Q3-07: GBP 41.55) due to selective price rises and successful upsell and cross-sell, partly offset by declining fixed telephony usage and selective discounting.

Successful bundling and cross-sell was reflected in continued growth in triple-play penetration, which reached a record 54.7% at the quarter-end compared to 47.0% a year ago. Cable RGUs per customer also grew to 2.38 from 2.26 a year ago.

Broadband (On-net)

Broadband net additions were 68,700 (Q2-08: 54,600; Q3-07: 115,800). Net additions were up sequentially due to higher gross additions. They were down 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.

Our increased focus on up-sell has improved the tier mix and the number of subscribers on our top 20Mb "XL" tier has increased by 78% in the last twelve months. The upgrading of our 4Mb "L" tier to 10Mb is also contributing to an improved mix with the number of "L" subscribers having grown by 17% year-on-year. The percentage of our broadband customers in the "L" and "XL" tiers is now 19% and 10%, respectively. Tier mix has also benefited from our offer of free wireless routers for higher tier customers, which provides an additional incentive to upgrade.

Broadband remains our premier product where 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 and plan to launch a 50Mb broadband service by the end of the year. Once this is launched, we will have four tiers of broadband service at 2Mb, 10Mb, 20Mb and 50Mb, with top headline speeds and quality of service well ahead of our DSL competitors.

Television

Total TV net additions were 37,800 in the quarter (Q2-08: 24,800; Q3-07: 20,400).

Customers are increasingly using our VOD services. On a monthly basis, 1.7m of our digital TV customers are now using VOD, representing a reach of 49%. Average views per user per month in the quarter were 27 compared to 17 a year ago. Average monthly views were 45m in the quarter, up 17% on the previous quarter and up 95% on the same quarter last year.

Virgin Media is currently undertaking its first ever advertising trial on its VOD platform. Advertisements from leading brands including Kelloggs, John Lewis and Royal Mail, are being broadcast around selected on-demand programs from Virgin Media TV, Channel 4 and Warner TV. The three-month trial is taking place across North London.

During the quarter, we added 43,800 V+ DVR subscribers to reach an installed base of 468,700. This represents a penetration level of just 14% 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.

We have reached an agreement with BSkyB for the return of its basic channels to our platform for a license fee of GBP 30m per annum, plus a capped performance-based adjustment (allowing for maximum additional payments of GBP 6m and GBP 8m in years one and two, respectively, and GBP 7.9m in the final seven months of the term). These channels, which include Sky1, Sky2, Sky3, Sky News, Sky Sports News, Sky Arts 1, Sky Arts 2, Sky Real Lives and Sky Real Lives 2 will be available on our platform from November 13, 2008 and will increase the attractiveness of our TV offerings for new and existing customers. The new carriage agreement expires in June 2011.

Telephony (On-net)

Telephony net additions of 15,400 (Q2-08: 3,400; Q3-07: 1,300 net disconnects) were positive for the fourth successive quarter following six quarters of subscriber losses, and showed a large improvement on both the previous quarter and previous year. 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 14.9m (Q2-08: GBP 15.6m; Q3-07: GBP 17.3m). At the quarter-end, we had 260,100 off-net broadband subscribers, with a decrease of 12,600 in the quarter. The number of off-net telephony subscribers decreased by 2,400 during the quarter and we now have a base of 104,900. Subscriber growth was negative, partially due to the migration of billing systems which delayed the introduction of new offerings until mid-September in an increasingly competitive market.

Business

Business revenue was GBP 153.4m (Q2-08: GBP 156.8m; Q3-07: GBP 160.0m) with both the sequential and year-on-year revenue decline due to lower retail voice, wholesale and other retail revenue, partially offset by growth in retail data 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 greater than retail voice revenue for the first time ever in the third quarter. Retail data revenue was GBP 49.3m (Q2-08: GBP 46.8m; Q3-07: GBP 43.3m). Retail voice revenue was GBP 47.5m (Q2-08: GBP 47.7m; Q3-07: GBP 53.4m).

Other retail revenue in the quarter was GBP 13.6m (Q2-08: GBP 17.5m; Q3-07: GBP 17.7m). The majority of this revenue is from infrastructure projects which are non-recurring in nature. Our largest infrastructure project is the provision of telecoms network equipment for the new Terminal 5 at Heathrow airport, which contributed GBP 3.8m of revenue in the third quarter compared to GBP 6.4m in the previous quarter and GBP 8.2m 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 43.0m (Q2-08: GBP 44.8m; Q3-07: GBP 45.6m). Revenue was down both quarter-on-quarter and year-on-year due to a reduction in voice traffic, ISP subscriber base and contract decline in mobile accounts.

Cable OCF

Cable OCF in the quarter was GBP 301.7m (Q2-08: GBP 298.3m; Q3-07: GBP 303.5m). Cable OCF was up slightly from the previous quarter mainly due to reduced operating costs, partially offset by higher SG&A. Cable operating costs were down due to lower network operating costs, which benefited from certain reductions in utilities and property costs which we believe are non-recurring in nature, lower voice interconnect costs and lower cost of sales with respect to Business infrastructure revenues.

SG&A was up partially due to higher marketing and sales acquisition costs.

Cable OCF in the same quarter last year benefited from a number of items, including a reduction in Consumer bad debt expense due to operational improvements in our billing and collections resulting from the integration of our systems and processes, lower incentive-based compensation expense relating to a revision to our expected Company incentive scheme payments and lower stock-based compensation expense, primarily due to stock and option forfeitures.

Cable OCF as a percentage of Cable revenue (Cable OCF margin) was 39.5% (Q2-08: 38.9%; Q3-07: 39.5%).

MOBILE SEGMENT

Mobile Revenue

Mobile revenue in the quarter was GBP 145.5m (Q2-08: GBP 143.9m; Q3-07: GBP 158.7m), comprising GBP 139.9m service revenue (Q2-08: GBP 139.3m; Q3-07: GBP 147.3m) and GBP 5.6m equipment revenue (Q2-08: GBP 4.6m; Q3-07: GBP 11.4m).

The sequential service revenue increase was mainly due to growth in the number of higher Mobile ARPU contract subscribers partially offset by a reduction in prepay subscribers. The year-on-year decrease in service revenue was mainly due to a reduction in prepay subscribers and Mobile ARPU, partially offset by growth in the number of higher Mobile ARPU contract subscribers.

There was a data cleanse recognized in the quarter which resulted in an increase in reported contract and prepay customer numbers of 8,700 and 6,800 respectively. All net additions/disconnections figures in the following discussion exclude the impact of the data cleanse so that we are showing the true organic growth or decline.

Contract net additions in the quarter were a record 78,300 (Q2-08: 55,900; Q3-07: 29,700) 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 578,600 contract customers representing 14% of total mobile customers, and showing growth of 76% in the last twelve months.

Prepay net disconnections in the quarter were 117,300 (Q2-08: 190,100 net disconnects; Q3-07: 13,800 net disconnects). The sequential improvement is due to both an increase in gross connections and reduced churn. The year-on-year decline is because we have not elected to focus on the low price handset end of the prepay market, because that end of the market tends to have higher churn and lower profitability, resulting in lower gross connections. We aim to attract and retain higher value longer term customers to improve Mobile ARPU and profitability.

Overall Mobile ARPU for the quarter was GBP 10.93 (Q2-08: GBP 10.65; Q3-07: GBP 11.11), up sequentially mainly due to an improved mix of higher value contract customers. ARPU is down year-on-year due to both lower contract and prepay ARPU.

We have agreed new terms with our mobile network provider, T-Mobile, which reduce the wholesale rates we pay for voice and data traffic, retroactive to January 1, 2008 for voice and to April 1, 2008 for data. As a result of the new terms, we launched a complementary mobile broadband proposition in October 2008 and as of November 5, 2008, we had approximately 2,000 mobile broadband subscribers. We see mobile broadband as being an attractive product to bundle with our fixed line broadband products. The new wholesale rates mean we should be able to price more competitively in the growing mobile data usage market, which should be more attractive for higher value customers.

Mobile OCF

Mobile OCF was GBP 28.1m in the quarter (Q2-08: GBP 35.5m; Q3-07: GBP 31.5m). Mobile OCF was down compared to the previous quarter. This was partly due to the fact that second quarter Mobile OCF benefited from six months of lower wholesale rates, whereas the third quarter only benefited from three months. Mobile OCF also fell due to increased advertising expense and increased acquisition costs resulting from higher gross additions. Mobile OCF was down compared to the same quarter last year mainly due to lower revenue.

Mobile OCF as a percentage of Mobile revenue (Mobile OCF margin) was 19.3% (Q2-08: 24.7%; Q3-07: 19.8%).

CONTENT SEGMENT

Content Revenue

The Content segment consists of VMtv and Sit-up.

Total Content segment revenue, after inter segment elimination, was GBP 81.9m (Q2-08: GBP 79.5m; Q3-07: GBP 79.8m), comprising GBP 30.9m (Q2-08: GBP 28.3m; Q3-07: GBP 27.0m) from VMtv and GBP 51.0m (Q2-08: GBP 51.2m; Q3-07: 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 6.4m of inter segment revenue has been eliminated in the quarter.

VMtv revenue was up compared to the same quarter last year due to the successful resolution of a dispute allowing us to recognize GBP 4.3m of advertising revenue that was previously unrecognized.

We have signed a new carriage agreement with BSkyB for continued and extended carriage of our VMtv channels on its satellite platform, effective from November 13, 2008. The new agreement provides for a license fee of GBP 30m, plus a capped performance-based adjustment (allowing for maximum additional payments of GBP 6m and GBP 8m in years one and two, respectively, and GBP 7.9m in the final seven months of the term). We expect this agreement to result in increased payments for our VMtv channels of at least GBP 24m per year. The new carriage agreement expires in June 2011.

Sit-up revenue was flat on the previous quarter, but down 3.4% compared to the same quarter last year due to the impact of a downturn in retail consumer spending.

In September 2008, our Sit-up business received notification that one of its two licenses to broadcast over free-to-air digital terrestrial television (Freeview) would not be renewed in January 2009. In the fourth quarter, management is reviewing the implications of this development on our business model and considering alternative courses of action.

Content OCF

Content segment OCF in the quarter, before inter segment elimination, was negative GBP 4.8m (Q2-08: negative GBP 0.9m; Q3-07: GBP 6.5m). Content OCF was down year-on-year due partly to higher programming costs for the Virgin1 channel (launched on October 1, 2007). Also, while the current quarter benefited from the recognition of the GBP 4.3m advertising revenue referred to above, there were also benefits in the third quarter last year. These were gains from the settlement of long standing contractual issues along with benefits from lower incentive-based compensation expense resulting from a revision to the Company's incentive scheme payments.

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. In October, UKTV launched a new channel, "Watch", on cable and satellite platforms. UKTV also rebranded its other entertainment channels, changing UKTV Gold to "G.O.L.D. (Go On, Laugh Daily)" and UKTV Drama to "Alibi", to make them more meaningful to their audiences and to drive increased commercial impact delivery.

Virgin Media accounts for its interest in UKTV under the equity method and recognized a share of UKTV's net income of GBP 3.2m in the quarter (Q2-08: GBP 5.0m; Q3-07: GBP 5.9m). UKTV's financial results are not consolidated in Virgin Media's revenue, operating income or OCF.

UKTV is funded by loans from Virgin Media, which totaled GBP 136.3m at September 30, 2008. These loans effectively act as a revolving facility for UKTV. Virgin Media received cash payments from UKTV in the form of loan capital net repayments of GBP 10.0m for the third quarter and GBP 10.5m for the year-to-date. Virgin Media also received cash payments from UKTV in the quarter totaling GBP 5.4m and in the year-to-date totaling GBP 15.2m, 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 September 30, 2008 at GBP 365.4m, which includes the outstanding loans of GBP 136.3m.

OPERATING COSTS (EXCLUSIVE OF DEPRECIATION AND AMORTIZATION)

Operating costs (exclusive of depreciation and amortization) were GBP 436.6m in the quarter (Q2-08: GBP 434.9m; Q3-07: GBP 454.0m). Operating costs were down year-on-year due to lower Cable and Mobile operating costs, partially offset by higher Content operating costs. Cable operating costs were down due to lower network operating costs, which benefited from certain reductions in utilities and property costs which we believe are non-recurring in nature, lower voice interconnect costs and lower cost of sales with respect to Business infrastructure revenues. Mobile operating costs were down, mainly due to lower revenue and the new agreement with T-Mobile. Content operating costs were up due partly to higher programming costs for the Virgin1 channel (launched on October 1, 2007).

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES (SG&A)

SG&A was GBP 229.5m in the quarter (Q2-08: GBP 222.7m; Q3-07: GBP 210.7m). SG&A costs were up sequentially mainly due to higher Cable and Mobile SG&A. SG&A costs were up year-on-year mainly due to higher Cable SG&A. Mobile SG&A increased due to higher marketing expenses and higher employee incentive expenses.

Cable SG&A was up sequentially by GBP 4.3m partially due to higher marketing and sales acquisition costs.

Cable SG&A was up year-on-year by GBP 12.7m mainly due to the third quarter last year benefiting from a number of items including a reduction in Consumer bad debt expense due to operational improvements in our billing and collections resulting from the integration of our systems and processes, lower incentive-based compensation expense relating to a revision to our expected Company incentive scheme payments and lower stock-based compensation expense primarily due to stock and option forfeitures.

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

OCF was GBP 325.0m in the quarter (Q2-08: GBP 332.9m; Q3-07: GBP 341.5m). The sequential decrease was mainly due to the increase in Cable OCF being offset by reduced Mobile and Content OCF as discussed above.

The decrease in OCF compared to the same quarter last year was mainly due to the third quarter last year benefiting from a number of items. As a result, our Company incentive scheme expense was GBP 12.8m higher and our stock based compensation expense was GBP 5.5m higher in the third quarter of 2008 as compared to the same quarter last year.

OCF as a percentage of revenue (OCF margin) was 32.8% (Q2-08: 33.6%; Q3-07: 33.9%).

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

OPERATING INCOME (LOSS)

Operating income was GBP 48.6m (Q2-08: GBP 333.1m loss; Q3-07: GBP 46.7m) with the sequential improvement reflecting the goodwill impairment charge relating to our Mobile segment that was incurred in the second quarter.

Depreciation was GBP 214.3m (Q2-08: GBP 230.2m; Q3-07: GBP 225.7m) with the reductions due mainly to fixed assets becoming fully depreciated, partially offset by increases in depreciation in respect of new fixed assets.

Amortization expense was GBP 66.1m (Q2-08: GBP 71.3m; Q3-07: GBP 78.0m) with the sequential decline due to the cessation of amortization of certain intangible assets that became fully amortized during the period. The year-on-year decline was also due to the cessation of amortization of certain intangible assets, 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 120.8m (Q2-08: GBP 447.2m; Q3-07: GBP 61.0m). The sequential decrease was due to the non-cash goodwill impairment charge of GBP 366.2m relating to the annual impairment review of our Mobile segment that was recognized in the second quarter. Following the completion of our valuation of the individual assets and liabilities within the Mobile reporting unit during the current quarter we have recognized an adjustment to the goodwill impairment of GBP 4.0m and consequently the goodwill impairment charge for the nine months ended September 30, 2008 relating to our Mobile reporting unit was GBP 362.2m.

The year-on-year increase in net loss is mainly due to an unfavorable foreign exchange movement on the value of our $1 billion Convertible Senior Notes for which the principal is unhedged. This is a non-cash item. All of our other foreign currency debt balances are fully hedged for foreign exchange exposure.

CAPITAL EXPENDITURE

Fixed asset additions (accrual basis) were GBP 146.6m for the quarter (Q2-08: GBP 155.7m; Q3-07: GBP 128.2m).

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

The total purchase of fixed assets and intangible assets was GBP 107.3m in the third quarter (Q2-08: GBP 108.3m; Q3-07: GBP 137.8m).

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 September 30, 2008, long term debt (net of GBP 38m current portion) was GBP 6,160m. This consisted of GBP 4,357m outstanding under our Senior Credit Facility, GBP 1,100m of Senior Notes, GBP 562m of Convertible Senior Notes and GBP 141m of capital leases and other indebtedness. Cash and cash equivalents were GBP 521m.

Cash interest paid (exclusive of amounts capitalized) was GBP 86.2m in the quarter and GBP 455.8m for the last twelve months.

Interest expense in the third quarter was GBP 122.7m (Q2-08: GBP 121.6m; Q3-07: GBP 127.9m). Interest expense was lower than the same quarter last year due mainly to savings following voluntary prepayments of GBP 704m of certain loan obligations, and a lower interest rate on Tranche A bank debt due to a lower leverage ratchet, partially offset by the interest charge on the $1 billion new Convertible Senior Notes issued in April 2008.

On November 3, 2008, Virgin Media announced that the Agent under its senior credit facility had informed the Company that it had received sufficient votes from senior lenders to amend the 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, through the transfer of those lenders' participations to new A tranches, 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, through the transfer of those lenders' participations to new B tranches which do not have the right to pro rata prepayments. The Agent has also informed the Company that lenders who represent over 70% of the A tranches and over 80% of the B tranches have individually agreed to move into the new tranches with modified payment terms. Virgin Media expects the amendments to be signed and become effective shortly.

The changes to the repayment schedule under the new A tranches will only become effective after Virgin Media has made payments of 20% (GBP 416m) of the current outstandings under the A tranches. The Company will have six months, subject to a further three-month extension option (exercisable at a cost of up to approximately GBP 1.5 million) to satisfy this repayment condition. Virgin Media must also make simultaneous payments (totaling approximately GBP 77m) to those B lenders who have not consented to suspend their pro rata right to prepayments when it makes repayments under the A tranches.

As a result of these amendments, and assuming (i) satisfaction of the repayment condition by prepayment of 20% of outstanding amounts owed to all A lenders and to non-consenting B lenders and (ii) transfers into the new tranches at the minimum levels notified by the Agent (70% of the A tranches and 80% of the B tranches), Virgin Media's revised amortization schedule under its senior credit facility would be as follows: March 2010 - GBP 34m, September 2010 - GBP 174m, March 2011 - GBP 290m, June 2012 - GBP 1,162m, September 2012 - GBP 1,904m, 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 will receive a margin increase of 1.5%, effective immediately. Additionally, Virgin Media will pay up to GBP 70m in fees in connection with the amendments, some of which is payable only upon 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 U.S. 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; (14) the extent to which our future cash flow will be sufficient to cover our fixed charges; and (15) general economic conditions.

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, and our Forms 10-Q filed with the SEC on May 8, 2008 and August 7, 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, goodwill impairment and restructuring 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 per share data) (unaudited)

                        Three months ended        Nine months ended
                          September 30,             September 30,
                           2008         2007         2008         2007
                     ----------  -----------  -----------  -----------

 Revenue              GBP 991.1  GBP 1,006.2  GBP 2,983.4  GBP 3,023.1

 Costs and expenses
  Operating costs
   (exclusive of
   depreciation shown
   separately below)      436.6        454.0      1,331.9      1,338.4
  Selling, general and
   administrative
   expenses               229.5        210.7        669.4        722.2
  Restructuring and
   other (income)
   charges                   --         (8.9)         2.9          5.8
  Depreciation            214.3        225.7        676.0        689.4
  Amortization             66.1         78.0        230.1        232.9
  Goodwill impairment      (4.0)          --        362.2           --
                     ----------  -----------  -----------  -----------
  Total costs and
   expenses               942.5        959.5      3,272.5      2,988.7
                     ----------  -----------  -----------  -----------
 Operating income
  (loss)                   48.6         46.7       (289.1)        34.4

 Other income
  (expense)
  Interest income and
   other, net               8.1         10.8         22.0         25.6
  Interest expense       (122.7)      (127.9)      (367.7)      (374.5)
  Share of income from
   equity investments       2.1          6.0         11.1         18.5
  Foreign currency
   (losses) gains        (104.7)         2.2       (129.7)         7.8
  Loss on
   extinguishment of
   debt                      --           --         (5.6)        (1.1)
  Gains (losses) on
   derivative
   instruments             48.0          0.8         79.1         (0.7)
                     ----------  -----------  -----------  -----------
 Loss before income
  taxes and minority
  interest               (120.6)       (61.4)      (679.9)      (290.0)
  Income tax benefit
   (expense)                 --          0.4          7.9        (10.3)
  Minority interest        (0.2)          --         (0.4)          --
                     ----------  -----------  -----------  -----------
 Net loss            (GBP 120.8)   (GBP 61.0)  (GBP 672.4)  (GBP 300.3)
                     ==========  ===========  ===========  ===========

 Basic and diluted
  net loss per share  (GBP 0.37)   (GBP 0.19)   (GBP 2.05)   (GBP 0.92)
                     ==========  ===========  ===========  ===========

 Dividends per share
  (in U.S. Dollars)       $0.04        $0.04        $0.12        $0.09
                     ==========  ===========  ===========  ===========

 Average number of
  shares outstanding      328.1        326.4        328.1        325.4
                     ==========  ===========  ===========  ===========


 CONDENSED CONSOLIDATED BALANCE SHEETS
 (in GBP millions, except par value)

                                            September 30, December 31,
                                                2008          2007
                                            ------------  ------------
                                             (Unaudited)   (See Note)

 Assets
 Current assets
  Cash and cash equivalents                    GBP 521.4     GBP 321.4
  Restricted cash                                    6.0           6.1
  Accounts receivable - trade, less
   allowances for doubtful accounts of
   GBP 18.4 (2008) and GBP 19.5 (2007)             446.6         455.6
  Inventory                                        104.9          75.4
  Prepaid expenses and other current assets        164.1          94.8
                                            ------------  ------------
   Total current assets                          1,243.0         953.3

 Fixed assets, net                               5,418.4       5,655.6
 Goodwill and other indefinite-lived
  intangible assets                              2,120.9       2,488.2
 Intangible assets, net                            591.3         816.7
 Equity investments                                365.4         368.7
 Other assets, net of accumulated
  amortization of GBP 61.2 (2008) and
  GBP 45.0 (2007)                                  230.5         183.6
                                            ------------  ------------
 Total assets                                GBP 9,969.5  GBP 10,466.1
                                            ============  ============

 Liabilities and shareholders' equity
 Current liabilities
  Accounts payable                             GBP 384.8     GBP 372.9
  Accrued expenses and other current
   liabilities                                     490.0         406.2
  VAT and employee taxes payable                    58.3          86.1
  Restructuring liabilities                         53.8          89.6
  Interest payable                                 168.8         172.5
  Deferred revenue                                 262.0         250.3
  Current portion of long term debt                 37.9          29.1
                                            ------------  ------------
   Total current liabilities                     1,455.6       1,406.7

 Long term debt, net of current portion          6,160.4       5,929.4
 Deferred revenue and other long term
  liabilities                                      128.7         238.5
 Deferred income taxes                              83.7          81.0
                                            ------------  ------------
 Total liabilities                               7,828.4       7,655.6
                                            ------------  ------------
 Commitments and contingent liabilities
 Minority interest                                   0.4            --
 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                     4,348.9       4,335.9
  Accumulated other comprehensive income           158.6         148.6
  Accumulated deficit                           (2,368.6)     (1,675.8)
                                            ------------  ------------
   Total shareholders' equity                    2,140.7       2,810.5
                                            ------------  ------------
 Total liabilities and shareholders' equity  GBP 9,969.5  GBP 10,466.1
                                            ============  ============

 Note: The balance sheet at December 31, 2007 has been derived from
 the audited financial statements at that date.


 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 (in GBP millions) (unaudited)

                                                 Nine months ended
                                                    September 30,
                                              ------------------------
                                                 2008          2007
                                              -----------  -----------

 Operating activities
 Net loss                                      (GBP 672.4)  (GBP 300.3)

 Adjustments to reconcile net loss to net cash
  provided by operating activities:
  Depreciation and amortization                     906.1        922.3
  Goodwill impairment                               362.2         --
  Non-cash interest                                  (1.7)       (29.8)
  Non-cash compensation                              12.5         14.1
  Income from equity accounted investments,
   net of dividends received                         (3.7)       (12.5)
  Income taxes                                       (4.3)        12.7
  Amortization of original issue discount and
   deferred financing costs                          16.3         17.3
  Unrealized foreign currency losses (gains)        117.7         (0.4)
  Loss on extinguishment of debt                      5.6          1.1
  (Gains) losses on derivative instruments          (76.9)         0.7
  Other                                              (0.1)        (2.8)

 Changes in operating assets and liabilities        (72.9)      (179.5)
                                              -----------  -----------
   Net cash provided by operating activities        588.4        442.9
                                              -----------  -----------

 Investing activities
  Purchase of fixed and intangible assets          (340.6)      (424.0)
  Principal repayments on loans to equity
   investments                                       10.1         14.5
  Acquisitions, net of cash acquired                   --         (1.0)
  Other                                               1.6          6.4
                                              -----------  -----------
   Net cash used in investing activities           (328.9)      (404.1)
                                              -----------  -----------

 Financing activities
  New borrowings, net of financing fees             493.4        874.5
  Proceeds from employee stock option
   exercises                                          0.6         11.4
  Principal payments on long term debt and
   capital leases                                  (533.2)      (961.6)
  Dividends paid                                    (20.4)       (14.8)
                                              -----------  -----------
   Net cash used in financing activities            (59.6)       (90.5)
                                              -----------  -----------

 Effect of exchange rate changes on cash and
  cash equivalents                                    0.1         (2.8)

 Increase (decrease) in cash and cash
  equivalents                                       200.0        (54.5)
 Cash and cash equivalents, at beginning of
  period                                            321.4        418.5
                                              -----------  -----------
 Cash and cash equivalents, at end of period    GBP 521.4    GBP 364.0
                                              ===========  ===========

 Supplemental disclosure of cash flow
  information
 Cash paid during the period for interest
  exclusive of amounts capitalized              GBP 349.7    GBP 380.8


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

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

 Revenue   GBP 991.1   GBP 990.5 GBP 1,001.8  GBP 1,050.6  GBP 1,006.2

 Costs and
  expenses
  Operating
   costs
   (exclusive
   of
   depreciation
   shown
   separately
   below)      436.6       434.9       460.4        491.6        454.0
  Selling,
   general
   and
   administrative
   expenses    229.5       222.7       217.2        238.0        210.7
  Restructuring
   and other
   (income)
   charges        --        (1.7)        4.6         22.9         (8.9)
  Depreciation 214.3       230.2       231.5        235.5        225.7
  Amortization  66.1        71.3        92.7         80.4         78.0
  Goodwill
   impairment   (4.0)      366.2          --           --           --
           -----------------------------------------------------------
  Total costs
   and
   expenses    942.5     1,323.6     1,006.4      1,068.4        959.5
           -----------------------------------------------------------
 Operating
  income
  (loss)        48.6      (333.1)       (4.6)       (17.8)        46.7

 Other
  income
  (expense)
  Interest
   income and
   other, net    8.1         7.6         6.3         (6.1)        10.8
  Interest
   expense    (122.7)     (121.6)     (123.4)      (139.7)      (127.9)
  Share of
   income
   (loss)
   from
   equity
   investments   2.1         3.9         5.1         (0.8)         6.0
  Foreign
   currency
   (losses)
   gains      (104.7)        3.4       (28.4)        (2.7)         2.2
  Loss on
   extinguishment
   of debt        --        (5.6)         --         (2.1)          --
  Gains
   (losses) on
   derivative
   instruments  48.0        (2.3)       33.4         (1.8)         0.8
           -----------------------------------------------------------
 Loss before
  income taxes
  and minority
  interest    (120.6)     (447.7)     (111.6)      (171.0)       (61.4)
  Income tax
   benefit        --         0.6         7.3          7.8          0.4
  Minority
   interest     (0.2)       (0.1)       (0.1)          --           --
           -----------------------------------------------------------
 Net loss (GBP 120.8) (GBP 447.2) (GBP 104.4)  (GBP 163.2)   (GBP 61.0)
           ===========================================================

 Basic and
  diluted
  net loss
  per      -----------------------------------------------------------
  share    (GBP 0.37)  (GBP 1.36)  (GBP 0.32)   (GBP 0.50)   (GBP 0.19)
           ===========================================================

 Average
  number of
  shares
  outstanding  328.1       328.1       327.8        327.4        326.4
           ===========================================================


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

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

 Operating
  activities
 Net loss    (GBP 120.8) (GBP 447.2) (GBP 104.4) (GBP 163.2) (GBP 61.0)

 Adjustments
  to reconcile
  net loss to
  net cash
  provided by
  operating
  activities:
  Depreciation
   and
   amortization   280.4       301.5       324.2       315.9      303.7
  Goodwill
   impairment      (4.0)      366.2          --          --         --
  Non-cash
   interest        28.1        (6.9)      (22.9)       25.4       35.6
  Non-cash
   compensation     5.3         5.1         2.1         3.4       (0.2)
  Income from
   equity
   accounted
   investments,
   net of
   dividends
   received         1.3        (0.6)       (4.4)        1.7       (3.3)
  Income taxes      1.8         0.2        (6.3)        1.6         --
  Amortization
   of original
   issue
   discount and
   deferred
   financing
   costs            5.4         5.4         5.5         5.8        5.7
  Unrealized
   foreign
   currency
   losses
   (gains)         96.0        (5.2)       26.9        (2.3)       0.8
  Loss on
   extinguishment
   of debt           --         5.6          --         2.1         --
  (Gains)
   losses on
   derivative
   instruments    (52.8)        9.3       (33.4)        1.8       (0.8)
  Other             0.4        (0.6)        0.1        13.5       (2.8)

 Changes in
  operating
  assets and
  liabilities     (31.5)       40.7       (82.1)       62.2      (55.9)
             ---------------------------------------------------------
   Net cash
    provided by
    operating
    activities    209.6       273.5       105.3       267.9      221.8
             ---------------------------------------------------------

 Investing
  activities
  Purchase of
   fixed and
   intangible
   assets        (107.3)     (108.3)     (125.0)     (112.2)    (137.8)
  Principal
   repayments
   (drawdowns)
   on loans to
   equity
   investments      9.5         5.5        (4.9)        1.9        8.3
  Other              --         1.3         0.3         4.6        4.3
             ---------------------------------------------------------
   Net cash
    used in
    investing
    activities    (97.8)     (101.5)     (129.6)     (105.7)    (125.2)
             ---------------------------------------------------------

 Financing
  activities
  New borrowings,
   net of
   financing
   fees            (0.6)      494.0          --          --         --
  Proceeds from
   employee
   stock option
   exercises         --          --         0.6         3.6        7.4
  Principal
   payments on
   long term
   debt and
   capital
   leases          (9.5)     (514.9)       (8.8)     (204.0)     (10.2)
  Dividends
   paid            (7.1)       (6.7)       (6.6)       (6.4)      (6.5)
             ---------------------------------------------------------
   Net cash
    used in
    financing
    activities    (17.2)      (27.6)      (14.8)     (206.8)      (9.3)
             ---------------------------------------------------------

 Effect of
  exchange rate
  changes on
  cash and cash
  equivalents        --         0.1          --         2.0       (0.4)

 Increase
  (decrease) in
  cash and cash
  equivalents      94.6       144.5       (39.1)      (42.6)      86.9
 Cash and cash
  equivalents,
  at beginning
  of period       426.8       282.3       321.4       364.0      277.1
             ---------------------------------------------------------
 Cash and cash
  equivalents,
  at end of
  period      GBP 521.4   GBP 426.8   GBP 282.3   GBP 321.4  GBP 364.0
             =========================================================

 Supplemental
  disclosure of
  cash flow
  information
 Cash paid
  during the
  period for
  interest
  exclusive
  of amounts
  capitalized  GBP 86.2   GBP 121.4   GBP 142.1   GBP 106.1   GBP 85.8


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

                        Q3-08     Q2-08     Q1-08     Q4-07     Q3-07
                      ------------------------------------------------
 Group RGUs(1)
  Opening RGUs        12,037.3  11,895.2  11,690.9  11,418.8  11,232.1
  Net RGU adds           185.2     136.8     204.3     272.1     186.7
  Data Cleanse(2)         (6.8)      5.3        --        --        --
  Data Cleanse(3)          8.7        --        --        --        --
                      ------------------------------------------------
 Closing Group
  RGUs(1)             12,224.4  12,037.3  11,895.2  11,690.9  11,418.8
                      ================================================

 Group RGUs(1)
  Telephone
   On-net              4,078.6   4,063.5   4,060.4   4,031.4   3,992.5
   Off-net               104.9     107.3     102.4     103.9      90.5
                      ------------------------------------------------
                       4,183.5   4,170.8   4,162.8   4,135.3   4,083.0

  On-net TV            3,576.5   3,538.8   3,514.9   3,478.1   3,417.0
   On-net DTV          3,407.9   3,353.5   3,311.4   3,253.5   3,167.0

  Broadband
   On-net              3,625.7   3,563.4   3,502.3   3,413.9   3,307.7
   Off-net               260.1     272.7     279.5     287.3     282.3
                      ------------------------------------------------
                       3,885.8   3,836.1   3,781.8   3,701.2   3,590.0
  Mobile
   Contract              578.6     491.6     435.7     376.3     328.8

                      ------------------------------------------------
 Total RGUs(1)        12,224.4  12,037.3  11,895.2  11,690.9  11,418.8
                      ================================================

 Net RGU adds(1) & (2)
  Telephone

   On-net                 15.4       3.4      29.0      38.9      (1.3)
   Off-net                (2.4)      4.9      (1.5)     13.4      15.0
                      ------------------------------------------------
                          13.0       8.3      27.5      52.3      13.7

  On-net TV               37.8      24.8      36.8      61.1      20.4
    On-net DTV            54.4      42.1      57.9      86.5      41.7

  Broadband
   On-net                 68.7      54.6      88.4     106.2     115.8
   Off-net               (12.6)     (6.8)     (7.8)      5.0       7.1
                      ------------------------------------------------
                          56.1      47.8      80.6     111.2     122.9
  Mobile(1)
   Contract               78.3      55.9      59.4      47.5      29.7

                      ------------------------------------------------
 Net RGU adds(1)         185.2     136.8     204.3     272.1     186.7

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


 Total increase in    ------------------------------------------------
  RGUs in period         187.1     142.1     204.3     272.1     186.7
                      ================================================

 Notes
 (1) The operating statistics relating to prepay mobile are included
     within Mobile Operations Statistics, below.
 (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 as disclosed above.


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

                   Q3-08      Q2-08      Q1-08      Q4-07      Q3-07
                 -----------------------------------------------------
 Customers
  Opening
   Customers       4,741.2    4,779.6    4,774.7    4,750.3    4,737.3
  Gross customer
   adds              214.6      167.9      181.4      225.1      256.5
  Total Customer
   disconnections   (206.3)    (187.4)    (176.5)    (200.7)    (243.5)
  Net customer
   adds                8.3      (19.5)       4.9       24.4       13.0
   Data Cleanse
    (1 & 2)           (9.1)     (18.9)        --         --         --
                 -----------------------------------------------------
 Closing
  Customers        4,740.4    4,741.2    4,779.6    4,774.7    4,750.3

 Monthly customer
  churn %              1.5%       1.3%       1.2%       1.4%       1.7%

 Cable RGUs
  Opening Cable
   RGUs           11,165.7   11,077.6   10,923.4   10,717.2   10,582.3
 Net Cable RGU
  adds               121.9       82.8      154.2      206.2      134.9
  Data Cleanse(1)     (6.8)       5.3         --         --         --
                 -----------------------------------------------------
 Closing Cable
  RGUs            11,280.8   11,165.7   11,077.6   10,923.4   10,717.2

 Net Cable RGU
  Adds(1)
 Telephone            15.4        3.4       29.0       38.9       (1.3)
 Television           37.8       24.8       36.8       61.1       20.4
 DTV                  54.4       42.1       57.9       86.5       41.7
 Broadband            68.7       54.6       88.4      106.2      115.8
                 -----------------------------------------------------
 Total Net Cable
  RGU Adds           121.9       82.8      154.2      206.2      134.9

 Cable Revenue
  Generating
  Units (RGUs)

  Telephone        4,078.6    4,063.5    4,060.4    4,031.4    3,992.5
  Television       3,576.5    3,538.8    3,514.9    3,478.1    3,417.0
   DTV             3,407.9    3,353.5    3,311.4    3,253.5    3,167.0
  Broadband        3,625.7    3,563.4    3,502.3    3,413.9    3,307.7
                 -----------------------------------------------------
 Total Cable
  RGUs            11,280.8   11,165.7   11,077.6   10,923.4   10,717.2

 Cable RGU /
  Customer            2.38       2.36       2.32       2.29       2.26

 Bundled
  Customers
  Dual Cable RGU   1,352.1    1,387.6    1,394.9    1,423.3    1,506.0
  Triple Cable
   RGU             2,594.2    2,515.3    2,451.6    2,362.6    2,230.5
  Percentage of
   dual or triple
   Cable RGUs         83.2%      82.3%      80.5%      79.3%      78.7%
  Percentage of
   triple Cable
   RGUs               54.7%      53.1%      51.3%      49.5%      47.0%

 Cable ARPU(2)   GBP 41.94  GBP 41.63  GBP 41.91  GBP 42.24  GBP 41.55
  ARPU
   calculation:

  On-net revenues
   (millions)    GBP 595.3  GBP 594.8  GBP 601.0  GBP 604.7  GBP 590.5
  Average
   customers       4,731.8    4,762.9    4,780.2    4,771.7    4,737.1

 Homes Marketable
  On-net(3)
  Telephone       12,282.7   12,306.6   12,309.0   12,313.8   12,353.5
  Television -
   Total          12,561.9   12,575.4   12,578.1   12,586.8   12,701.5
  Television -
   DTV            11,974.8   11,987.6   11,990.2   11,993.8   12,050.5
  Broadband       12,050.3   12,067.9   12,054.7   12,058.2   11,807.0
  Total homes     12,561.9   12,575.4   12,578.1   12,586.8   12,701.5

 Penetration of
  Homes
  Marketable
  On-net
  Telephone           33.2%      33.0%      33.0%      32.7%      32.3%
  Television -
   Total              28.5%      28.1%      27.9%      27.6%      26.9%
  Television -
   DTV                28.5%      28.0%      27.6%      27.1%      26.3%
  Broadband           30.1%      29.5%      29.1%      28.3%      28.0%
  Total Customer      37.7%      37.7%      38.0%      37.9%      37.4%

 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)

                   Q3-08      Q2-08      Q1-08      Q4-07      Q3-07
                 -----------------------------------------------------
 Off-net RGUs
  Opening RGUs
   Telephone         107.3      102.4      103.9       90.5       75.5
   Broadband         272.7      279.5      287.3      282.3      275.2
                 -----------------------------------------------------
                     380.0      381.9      391.2      372.8      350.7

 Net RGU adds
   Telephone          (2.4)       4.9       (1.5)      13.4       15.0
   Broadband         (12.6)      (6.8)      (7.8)       5.0        7.1
                 -----------------------------------------------------
                     (15.0)      (1.9)      (9.3)      18.4       22.1

 Closing 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


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

                   Q3-08      Q2-08      Q1-08      Q4-07      Q3-07
                 -----------------------------------------------------
 Contract Mobile
  Customers  (1)
  Opening
   Contract
   Mobile
   Customers         491.6      435.7      376.3      328.8      299.1

 Net Contract
  Mobile Customer
  adds                78.3       55.9       59.4       47.5       29.7
 Data cleanse (2)      8.7         --         --         --         --
                 -----------------------------------------------------
                      87.0       55.9       59.4       47.5       29.7
                 -----------------------------------------------------
 Closing Contract
  Mobile
  Customers (1)      578.6      491.6      435.7      376.3      328.8


 Prepay Mobile
  Customers  (1)
  Opening Prepay
   Mobile
   Customers       3,797.4    3,987.5    4,115.1    4,102.1    4,115.9

 Net Prepay
  Mobile Customer
  adds              (117.3)    (190.1)     (97.9)      13.0      (13.8)
 Data cleanse (2)      6.8         --      (29.7)        --         --
                 -----------------------------------------------------
                    (110.5)    (190.1)    (127.6)      13.0      (13.8)
                 -----------------------------------------------------
 Closing Prepay
  Mobile
  Customers (1)    3,686.9    3,797.4    3,987.5    4,115.1    4,102.1
                 -----------------------------------------------------
 Total Closing
  Mobile
  Customers        4,265.5    4,289.0    4,423.2    4,491.4    4,430.9
                 =====================================================


 Mobile monthly
  ARPU (3)       GBP 10.93  GBP 10.65  GBP 10.06  GBP 10.69  GBP 11.11
  ARPU
   calculation:
  Service
   revenue
   (millions)    GBP 139.9  GBP 139.3  GBP 134.5  GBP 142.0  GBP 147.3
  Average
   customers       4,267.4    4,359.6    4,457.8    4,429.2    4,417.9


 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 as
       disclosed above. 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 GBP millions) (unaudited)

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

 Revenue
  Cable segment
   Consumer          611.2      611.0      618.8      623.2      608.4
   Business          153.5      156.9      160.8      163.1      160.1
                 -----------------------------------------------------
   Total             764.7      767.9      779.6      786.3      768.5
   Inter segment
    revenue           (1.0)      (0.8)      (0.7)      (1.4)      (0.8)
                 -----------------------------------------------------
                     763.7      767.1      778.9      784.9      767.7
                 -----------------------------------------------------
  Mobile segment
   Virgin Mobile     145.5      143.9      139.5      151.6      158.7
                 -----------------------------------------------------
  Content segment
   Virgin
    Media TV          37.3       34.8       34.7       33.5       33.2
   Sit-up             51.0       51.2       55.0       86.8       52.8
                 -----------------------------------------------------
   Total              88.3       86.0       89.7      120.3       86.0
   Inter segment
    revenue           (6.4)      (6.5)      (6.3)      (6.2)      (6.2)
                 -----------------------------------------------------
                      81.9       79.5       83.4      114.1       79.8
                 -----------------------------------------------------

                 -----------------------------------------------------
 Total revenue       991.1      990.5    1,001.8    1,050.6    1,006.2
                 -----------------------------------------------------

 Operating costs
  (exclusive of
  depreciation)
  Cable segment      281.4      292.3      309.0      292.1      296.1
  Mobile segment      89.3       83.0       92.6      100.7      102.2
  Content segment     72.3       66.1       65.1      105.0       61.9
  Inter segment       (6.4)      (6.5)      (6.3)      (6.2)      (6.2)
                 -----------------------------------------------------
                     436.6      434.9      460.4      491.6      454.0
 Selling, general
  and
  administrative
  expenses
  Cable segment      181.6      177.3      168.7      184.7      168.9
  Mobile segment      28.1       25.4       29.7       33.1       25.0
  Content segment     20.8       20.8       19.5       21.6       17.6
  Inter segment       (1.0)      (0.8)      (0.7)      (1.4)      (0.8)
                 -----------------------------------------------------
                     229.5      222.7      217.2      238.0      210.7
 Segment OCF (1)
  Cable
   segment OCF       301.7      298.3      301.9      309.5      303.5
  Mobile
   segment OCF        28.1       35.5       17.2       17.8       31.5
  Content
   segment OCF        (4.8)      (0.9)       5.1       (6.3)       6.5
                 -----------------------------------------------------
  OCF (Total)        325.0      332.9      324.2      321.0      341.5
                 -----------------------------------------------------

 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
                               ---------------------------------------
                               Sep 30, Jun 30, Mar 31, Dec 31, Sep 30,
                                 2008    2008    2008    2007   2007
                               ---------------------------------------

 NCTA Fixed Asset Additions
  CPE                            53.4    50.5    62.5    53.3    49.1
  Scaleable infrastructure       42.5    43.4    29.1    33.7    28.4
  Commercial                     18.6    22.6    18.9    17.1    17.1
  Line extensions                 0.2     0.1     0.5     0.6     0.1
  Upgrade/rebuild                 0.7     1.6     0.8     6.4     2.1
  Support capital                23.4    25.3    20.3    24.9    25.1
                               ---------------------------------------
 Total NCTA Fixed Asset
  Additions                     138.8   143.5   132.1   136.0   121.9

 Non NCTA Fixed Asset Additions   7.8    12.2     5.0     4.3     6.3

 Total Fixed Asset Additions   ---------------------------------------
  (Accrual Basis)               146.6   155.7   137.1   140.3   128.2

 Fixed assets acquired under
  capital leases                (34.2)  (29.6)  (22.7)  (17.9)  (12.7)
 Changes in liabilities
  related to:
 Fixed Asset Additions (Accrual
  Basis)                         (5.1)  (17.8)   10.6   (10.2)   22.3

 Total Purchase of Fixed       ---------------------------------------
  Assets and Intangible Assets  107.3   108.3   125.0   112.2   137.8
                               =======================================

 Comprising:
 Purchase of Fixed Assets       107.2   105.4   123.2   104.5   137.7
 Purchase of Intangible Assets    0.1     2.9     1.8     7.7     0.1
                               ---------------------------------------
                                107.3   108.3   125.0   112.2   137.8
                               =======================================

 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, goodwill
     impairment and restructuring and other charges (OCF)

     Operating income before depreciation, amortization, goodwill 
     impairment and restructuring and other charges, which we refer
     to as OCF or OCF (Total), is not a financial measure recognised
     under GAAP. OCF represents our operating revenue before
     depreciation, amortization, goodwill impairment and restructuring
     and other charges. 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, goodwill impairment and restructuring and other
     charges (OCF) to GAAP operating income (loss)

  (in GBP millions) (unaudited)          Three months ended
                               ---------------------------------------
                               Sep 30, Jun 30, Mar 31, Dec 31, Sep 30,
                                 2008    2008    2008    2007    2007
                               ---------------------------------------

  Operating income before
   depreciation, amortization,
   goodwill impairment and
   restructuring and other
   charges (OCF)                 325.0   332.9   324.2   321.0   341.5

  Reconciling items
   Depreciation and
    amortization                (280.4) (301.5) (324.2) (315.9) (303.7)
   Goodwill impairment             4.0  (366.2)     --      --      --
   Restructuring and other
    income (charges)                --     1.7    (4.6)  (22.9)    8.9
                               ---------------------------------------
  Operating income (loss)         48.6  (333.1)   (4.6)  (17.8)   46.7
                               =======================================


 (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, 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 assets and purchase of intangible assets

      (in GBP millions) (unaudited)
                                         Three months ended
                               ---------------------------------------
                               Sep 30, Jun 30, Mar 31, Dec 31, Sep 30,
                                 2008    2008    2008    2007   2007
                               ---------------------------------------

      Fixed Asset Additions
       (Accrual Basis)          146.6   155.7   137.1   140.3   128.2

      Fixed assets acquired
       under capital leases     (34.2)  (29.6)  (22.7)  (17.9)  (12.7)
      Changes in liabilities
       related to fixed asset
       additions                 (5.1)  (17.8)   10.6   (10.2)   22.3
                               ------- ------- ------- ------- -------
      Total Purchase of Fixed
       Assets and Intangible
       Assets                   107.3   108.3   125.0   112.2   137.8
                               ======= ======= ======= ======= =======
      Comprising:
      Purchase of fixed assets  107.2   105.4   123.2   104.5   137.7
      Purchase of intangible
       assets                     0.1     2.9     1.8     7.7     0.1
                               ------- ------- ------- ------- -------
                                107.3   108.3   125.0   112.2   137.8
                               ======= ======= ======= ======= =======


            

Coordonnées