10-Q

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

ý	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2008
OR
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File No. 000-50886

VIRGIN MEDIA INC.
(Exact name of registrant as specified in its charter)

VIRGIN MEDIA INVESTMENT HOLDINGS LIMITED
(Additional Registrant)

Delaware (State or other jurisdiction of incorporation or organization)	59-3778247 (I.R.S. Employer Identification No.)
909 Third Avenue, Suite 2863 New York, New York (Address of principal executive offices)	10022 (Zip Code)

(212) 906-8440
(Registrant's telephone number, including area code)

         Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No o

         Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of "large accelerated filer," "accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer ý Accelerated filer o Non-accelerated filer o Smaller reporting company o

         Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No ý

         As of May 6, 2008, there were 328,096,207 shares of the registrant's common stock, par value $0.01 per share, issued and outstanding, excluding 855,834 unvested shares of restricted stock held in escrow.

         The Additional Registrant meets the conditions set forth in General Information H(1)(a) and (b) of Form 10-Q and is filing this report with the reduced disclosure format. See "Note Concerning VMIH" in this Form 10-Q.

VIRGIN MEDIA INC.

FORM 10-Q

QUARTER ENDED MARCH 31, 2008

INDEX

		Page
PART I. FINANCIAL INFORMATION		5
Item 1. Financial Statements		5
Virgin Media Inc.
	Condensed Consolidated Balance Sheets—March 31, 2008 and December 31, 2007	5
	Condensed Consolidated Statements of Operations—Three months ended March 31, 2008 and 2007	6
	Condensed Consolidated Statements of Cash Flows—Three months ended March 31, 2008 and 2007	7
	Notes to Condensed Consolidated Financial Statements	8
Virgin Media Investment Holdings Limited
	Condensed Consolidated Balance Sheets—March 31, 2008 and December 31, 2007	19
	Condensed Consolidated Statements of Operations—Three months ended March 31, 2008 and 2007	20
	Condensed Consolidated Statements of Cash Flows—Three months ended March 31, 2008 and 2007	21
	Notes to Condensed Consolidated Financial Statements	22
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations		30
Item 3. Quantitative and Qualitative Disclosures about Market Risk		46
Item 4. Controls and Procedures		47
PART II. OTHER INFORMATION		48
Item 1. Legal Proceedings		48
Item 1A. Risk Factors		48
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		48
Item 3. Defaults Upon Senior Securities		49
Item 4. Submission of Matters to a Vote of Security Holders		49
Item 5. Other Information		49
Item 6. Exhibits		49
SIGNATURES		51

2

"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:

•

the ability to compete with a range of other communications and content providers;



•

the ability to manage customer churn;



•

the continued right to use the Virgin name and logo;



•

the ability to maintain and upgrade our networks in a cost-effective and timely manner;



•

possible losses in revenues due to systems failures;



•

the ability to provide attractive programming at a reasonable cost;



•

the ability to control unauthorized access to our network;



•

the effect of technological changes on our businesses;



•

the reliance on single-source suppliers for some equipment, software and services and third party distributors of our mobile services;



•

the ability to achieve our business plans;



•

the ability to fund debt service obligations through operating cash flow;



•

the ability to obtain additional financing in the future and react to competitive and technological changes;



•

the ability to comply with restrictive covenants in our indebtedness agreements; and



•

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 our Form 10-K filed with the SEC on February 29, 2008, as amended. We assume no obligation to update our forward-looking statements to reflect actual results, changes in assumptions or changes in factors affecting these statements.

        In this quarterly report, unless we have indicated otherwise, or the context otherwise requires, references to:

•

"Virgin Media," "the Company," "we," "us," "our" and similar terms refer to Virgin Media Inc. and its subsidiaries (which include Telewest Global, Inc., or Telewest, and its subsidiaries and Virgin Mobile Holdings (UK) Ltd, or Virgin Mobile, and its subsidiaries);



•

"NTL" refers to NTL Incorporated and its subsidiaries as they existed prior to the name change to Virgin Media Inc., and prior to the merger with Telewest, refers to the company now known as Virgin Media Holdings Inc. (which was formerly known as NTL Incorporated before the merger); and



•

"Telewest" refers to Telewest Global, Inc. and its subsidiaries as they existed prior to the merger with NTL in March 2006.

3

Note Concerning VMIH

        This quarterly report on Form 10-Q (excepting separate financial statements responsive to Part I, Item 1) covers both Virgin Media and Virgin Media Investment Holdings Limited, or VMIH, a company incorporated in England and Wales with an address at 160 Great Portland Street, London W1W 5QA, United Kingdom, that is a wholly owned subsidiary of Virgin Media Finance PLC and a wholly owned indirect subsidiary of Virgin Media. VMIH is not an accelerated filer. VMIH is one of the guarantors of Virgin Media Finance PLC's 9.75% senior notes due 2014 (sterling denominated), 8.75% senior notes due 2014 (euro denominated), 8.75% senior notes due 2014 (U.S. dollar denominated), and 9.125% senior notes due 2016 (U.S. dollar denominated). VMIH's guarantee of those notes is not deemed to be unconditional.

        VMIH carries on the same business as Virgin Media, and is the principal borrower under Virgin Media's senior credit facility. In this quarterly report, unless the context otherwise requires, the terms "Virgin Media," "the Company," "we," "us," "our" and similar terms refer to the consolidated business of Virgin Media Inc., including VMIH and its subsidiaries. Unless otherwise indicated, the discussion contained in this report applies to VMIH as well as Virgin Media Inc.

Note Concerning Financial Information and Currency of Financial Statements

        All of the financial statements included in this quarterly report have been prepared in accordance with U.S. generally accepted accounting principles, or GAAP. The reporting currency of our consolidated financial statements is U.K. pounds sterling.

4

PART I—FINANCIAL INFORMATION

ITEM 1.    FINANCIAL STATEMENTS

VIRGIN MEDIA INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in millions) (except par value)

			March 31, 2008			December 31, 2007
			(Unaudited)			(See Note)
Assets
Current assets
	Cash and cash equivalents		£	282.3		£	321.4
	Restricted cash			6.0			6.1
	Accounts receivable—trade, less allowances for doubtful accounts of £18.7 (2008) and £19.5 (2007)			470.0			455.6
	Inventory			99.5			75.4
	Prepaid expenses and other current assets			102.9			94.8
		Total current assets		960.7			953.3
Fixed assets, net				5,565.4			5,655.6
Goodwill and other indefinite-lived intangible assets				2,486.1			2,488.2
Intangible assets, net				725.8			816.7
Equity investments				376.2			368.7
Other assets, net of accumulated amortization of £50.5 (2008) and £45.0 (2007)				245.4			183.6
Total assets			£	10,359.6		£	10,466.1
Liabilities and shareholders' equity
Current liabilities
	Accounts payable		£	351.4		£	372.9
	Accrued expenses and other current liabilities			430.6			406.2
	VAT and employee taxes payable			73.3			86.1
	Restructuring liabilities			64.5			89.6
	Interest payable			144.9			172.5
	Deferred revenue			247.0			250.3
	Current portion of long term debt			31.8			29.1
		Total current liabilities		1,343.5			1,406.7
Long term debt, net of current portion				5,982.8			5,929.4
Deferred revenue and other long term liabilities				242.6			238.5
Deferred income taxes				82.1			81.0
Total liabilities				7,651.0			7,655.6
Commitments and contingent liabilities
Minority interest				0.1			—
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 328.0 (2008) and 327.5 (2007) shares			1.8			1.8
	Additional paid-in capital			4,338.6			4,335.9
	Accumulated other comprehensive income			154.9			148.6
	Accumulated deficit			(1,786.8	)		(1,675.8	)
		Total shareholders' equity		2,708.5			2,810.5
Total liabilities and shareholders' equity			£	10,359.6		£	10,466.1

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

See accompanying notes.

5

VIRGIN MEDIA INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited) (in millions, except per share data)

		Three months ended March 31,
		2008			2007
Revenue		£	1,001.8		£	1,021.9
Costs and expenses
	Operating costs (exclusive of depreciation shown separately below)		460.4			449.3
	Selling, general and administrative expenses		217.2			266.9
	Other charges		4.6			11.6
	Depreciation		231.5			232.1
	Amortization		92.7			77.3
			1,006.4			1,037.2
Operating loss			(4.6	)		(15.3	)
Other income (expense)
	Interest income and other, net		6.3			7.0
	Interest expense		(123.4	)		(118.5	)
	Share of income from equity investments		5.1			7.2
	Foreign currency (losses) gains		(28.4	)		3.3
	Gains (losses) on derivative instruments		33.4			(0.5	)
Loss before income taxes and minority interest			(111.6	)		(116.8	)
Income tax benefit (expense)			7.3			(3.5	)
Minority interest			(0.1	)		—
Net loss		£	(104.4	)	£	(120.3	)
Basic and diluted net loss per share		£	(0.32	)	£	(0.37	)
Dividends per share (in U.S. dollars)		$	0.04		$	0.02
Average number of shares outstanding			327.8			324.2

See accompanying notes.

6

VIRGIN MEDIA INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited) (in millions)

			Three months ended March 31,
			2008			2007
Operating activities
Net loss			£	(104.4	)	£	(120.3	)
Adjustments to reconcile net loss to net cash provided by operating activities
	Depreciation and amortization			324.2			309.4
	Non-cash interest			(22.9	)		(45.5	)
	Non-cash compensation			2.1			7.2
	Income from equity accounted investments, net of dividends received			(4.4	)		(5.6	)
	Income taxes			(6.3	)		5.5
	Amortization of original issue discount and deferred finance costs			5.5			5.9
	Unrealized foreign currency losses (gains)			26.9			(1.1	)
	(Gains) losses on derivative instruments			(33.4	)		0.5
	Other			0.1			0.3
Changes in operating assets and liabilities				(82.1	)		(51.6	)
		Net cash provided by operating activities		105.3			104.7
Investing activities
	Purchase of fixed and intangible assets			(125.0	)		(152.6	)
	Principal (drawdowns) repayments on loans to equity investments			(4.9	)		5.1
	Acquisitions, net of cash acquired			—			(1.0	)
	Other			0.3			0.6
		Net cash used in investing activities		(129.6	)		(147.9	)
Financing activities
	New borrowings, net of financing fees			—			(0.1	)
	Proceeds from employee stock option exercises			0.6			0.4
	Principal payments on long term debt and capital leases			(8.8	)		(6.2	)
	Dividends paid			(6.6	)		(3.3	)
		Net cash used in financing activities		(14.8	)		(9.2	)
Effect of exchange rate changes on cash and cash equivalents				—			(1.0	)
Decrease in cash and cash equivalents				(39.1	)		(53.4	)
Cash and cash equivalents, beginning of period				321.4			418.5
Cash and cash equivalents, end of period			£	282.3		£	365.1
Supplemental disclosure of cash flow information
Cash paid during the period for interest exclusive of amounts capitalized				142.1			155.0

See accompanying notes.

7

VIRGIN MEDIA INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

Note 1—Basis of Presentation

        The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles for interim financial information and with the rules and regulations of the Securities and Exchange Commission. Accordingly, they do not include all of the information and notes required by U.S. generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three months ended March 31, 2008 are not necessarily indicative of the results that may be expected for the year ending December 31, 2008. For further information, refer to the consolidated financial statements and notes thereto included in the Annual Report on Form 10-K, as amended, for Virgin Media Inc. for the year ended December 31, 2007.

        Certain prior year balances have been reclassified to conform to the current period presentation.

Note 2—Long Term Debt

        Long term debt consists of (in millions):

	March 31, 2008			December 31, 2007
8.75% U.S. Dollar senior notes due 2014	£	214.1		£	214.2
9.75% Sterling senior notes due 2014		375.0			375.0
8.75% Euro senior notes due 2014		179.1			165.6
9.125% U.S. Dollar senior notes due 2016		277.0			277.2
Senior credit facility		4,833.7			4,804.8
Capital leases		131.0			116.9
Other		4.7			4.8
		6,014.6			5,958.5
Less: current portion		(31.8	)		(29.1	)
	£	5,982.8		£	5,929.4

        The effective interest rate on the senior credit facility was 7.7% and 7.8% as at March 31, 2008 and December 31, 2007, respectively.

        On April 16, 2008, Virgin Media Inc. issued U.S. dollar denominated 6.5% convertible senior notes due 2016 with a principal amount outstanding of $1.0 billion. The convertible notes are unsecured senior obligations of Virgin Media Inc. The convertible notes bear interest at an annual rate of 6.5% payable semi-annually on May 15 and November 15 of each year, beginning November 15, 2008. The convertible notes mature on November 15, 2016 and may not be redeemed by us prior to their maturity date. Holders may convert their notes, at their option, prior to August 15, 2016 only under certain circumstances and may convert their notes at any time on or after August 15, 2016 through the second scheduled trading date preceding the maturity date. The initial conversion rate is equal to 52.0291 shares of Virgin Media Inc.'s common stock per $1,000 of convertible notes, which represents an initial conversion price of approximately $19.22 per share of common stock. The conversion rate will be subject to adjustment for stock splits, stock dividends, cash dividends in excess of certain thresholds, stock repurchases where the price exceeds market values, and certain other events. Upon conversion,

8

VIRGIN MEDIA INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(unaudited)

Note 2—Long Term Debt (Continued)

we may settle in cash, shares of common stock or a combination of cash and shares of our common stock. We continue to review the accounting treatment of the convertible senior notes, including the possible requirement to separately account for embedded derivatives.

Note 3—Employee Benefit Plans

        The components of net periodic pension cost in the three months ended March 31, 2008 and 2007 were as follows (in millions):

	Three months ended March 31,
	2008			2007
Service costs	£	0.4		£	0.6
Interest costs		4.6			4.2
Expected return on plan assets		(5.4	)		(4.8	)
Net periodic benefit costs	£	(0.4	)	£	—

Note 4—Other Charges Including Restructuring Charges

        Other charges of £4.6 million and £11.6 million for the three months ended March 31, 2008 and 2007, respectively, relate to lease exit and employee termination costs as a result of our acquisition-related restructuring programs.

        The following tables summarize our historical restructuring accruals and the restructuring accruals resulting from the acquisitions made by us during 2006 (in millions):

Historical Restructuring Accruals	Involuntary Employee Termination and Related Costs		Lease Exit Costs			Total
Balance, December 31, 2007	£	—	£	35.9		£	35.9
Revisions		—		(0.4	)		(0.4	)
Charged to expense		—		0.9			0.9
Utilized		—		(16.7	)		(16.7	)
Balance, March 31, 2008	£	—	£	19.7		£	19.7

9

VIRGIN MEDIA INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(unaudited)

Note 4—Other Charges Including Restructuring Charges (Continued)

Acquisition Restructuring Accruals	Involuntary Employee Termination and Related Costs			Lease Exit Costs			Total
Balance, December 31, 2007	£	12.6		£	41.1		£	53.7
Revisions		1.2			2.1			3.3
Charged to expense		—			0.8			0.8
Utilized		(9.1	)		(3.9	)		(13.0	)
Balance, March 31, 2008	£	4.7		£	40.1		£	44.8

Note 5—Stockholders' Equity and Share Based Compensation

        During the year ended December 31, 2007 and the three months ended March 31, 2008, we paid the following dividends:

Board Declaration Date	Per Share Dividend		Record Date	Payment Date	Total Amount
					(in millions)
Year ended December 31, 2007:
February 27, 2007	$	0.02	March 12, 2007	March 20, 2007	£	3.3
May 16, 2007		0.03	June 12, 2007	June 20, 2007		5.0
August 15, 2007		0.04	September 12, 2007	September 20, 2007		6.5
November 27, 2007		0.04	December 12, 2007	December 20, 2007		6.4
Three months ended March 31, 2008:
February 6, 2008	$	0.04	March 12, 2008	March 20, 2008	£	6.6

        Future payments of regular quarterly dividends by us are at the discretion of the Board of Directors and will be subject to our future needs and uses of cash, which could include investments in operations, the repayment of debt, and share repurchase programs.

        Basic and diluted net loss per share is computed by dividing the net loss for the three months ended March 31, 2008 and 2007 by the weighted average number of shares outstanding during the respective periods. Options, warrants and shares of restricted stock held in escrow at March 31, 2008 and 2007, respectively, are excluded from the calculation of diluted loss per share, since the inclusion of such options, warrants and shares of restricted stock is anti-dilutive.

10

VIRGIN MEDIA INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(unaudited)

Note 5—Stockholders' Equity and Share Based Compensation (Continued)

        The average number of shares outstanding for the three months ended March 31, 2008 and 2007 is computed as follows (in millions):

	Three months ended March 31,
	2008	2007
Number of shares outstanding at start of period	327.5	323.9
Issues of common stock (average number outstanding during the period)	0.3	0.3
Average number of shares outstanding	327.8	324.2

        Total share based compensation expense included in selling, general and administrative expenses in the statement of operations was £2.1 million and £7.1 million for the three months ended March 31, 2008 and 2007, respectively.

Note 6—Comprehensive Loss

        Comprehensive loss comprises (in millions):

	Three months ended March 31,
	2008			2007
Net loss for period	£	(104.4	)	£	(120.3	)
Currency translation adjustment		—			(0.4	)
Net unrealized gains on derivatives, net of tax		15.9			24.5
Reclassification of derivative gains to net income, net of tax		(9.6	)		(1.1	)
Comprehensive loss	£	(98.1	)	£	(97.3	)

        The components of accumulated other comprehensive income, net of taxes, were as follows (in millions):

	March 31, 2008			December 31, 2007
Foreign currency translation	£	131.4		£	131.4
Pension liability adjustments		(0.2	)		(0.2	)
Net unrealized gains on derivatives		23.7			17.4
	£	154.9		£	148.6

Note 7—Income taxes

        At each period end, it is necessary for us to make certain estimates and assumptions to compute the provision for income taxes including, but not limited to, the expected operating income (or loss) for the year, projections of the proportion of income (or loss) earned and taxed in the United Kingdom

11

VIRGIN MEDIA INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(unaudited)

Note 7—Income taxes (Continued)

and the extent to which this income (or loss) may also be taxed in the United States, permanent and temporary differences, the likelihood of deferred tax assets being recovered and the outcome of contingent tax risks. At each interim period, management uses the best information available to develop these estimates and assumptions, which are used to compute the forecast effective tax rate for the full year which is applied in computing the income tax expense or benefit for the interim period. In accordance with U.S. generally accepted accounting principles, the impact of revisions to these estimates are recorded as income tax expense or benefit in the period in which they become known. Accordingly, the accounting estimates used to compute the provision for income taxes have changed and will change as new events occur, as more experience is acquired, as additional information is obtained and our tax environment changes. To the extent that the estimate changes during a subsequent quarter, the effect of the change on prior quarters as well as on the current quarter is included in income tax expense for the current quarter.

        For the three months ended March 31, 2008 there was an income tax benefit of £7.3 million as compared with an income tax expense of £3.5 million for the same period in 2007. The income tax benefit for the three months ended March 31, 2008 was comprised of current federal taxes of £0.2 million, deferred federal tax expense of £3.3 million, a U.K. current tax benefit of £1.3 million and a U.K. deferred tax benefit of £9.5 million. The U.K. current tax benefit related to amounts receivable in respect of the sale of U.K. tax losses to an equity-method investee. The U.K. deferred tax benefit related to the decrease in our deferred tax asset valuation allowance due to changes in our assessment of the future realization of certain deferred tax assets. Such changes resulted from the recording of certain deferred tax liabilities related to amounts recognized in the statement of other comprehensive income during the quarter that are expected to reverse in future periods and will allow us to offset such amounts against certain deferred tax assets. The income tax expense for the three months ended March 31, 2007 was comprised of current federal taxes of £0.3 million, a U.S. state and local tax benefit of £0.6 million, deferred federal tax expense of £5.1 million and a U.K. current tax benefit of £1.3 million. The U.K. current tax benefit related to amounts receivable in respect of the sale of U.K. tax losses to an equity-method investee.

        We recognize interest and penalties related to unrecognized tax benefits in income tax expense on the statement of operations.

Note 8—Recent Accounting Pronouncements

        In September 2006, the FASB issued Statement No. 157, Fair Value Measurements, or FAS 157. FAS 157 provides guidance for using fair value to measure assets and liabilities. It also responds to investors' requests for expanded information about the extent to which companies measure assets and liabilities at fair value, the information used to measure fair value, and the effect of fair value measurements on earnings. FAS 157 applies whenever other standards require (or permit) assets or liabilities to be measured at fair value, and does not expand the use of fair value in any new circumstances. FAS 157 is effective for certain financial instruments included in financial statements issued for fiscal years beginning after November 15, 2007 and for all other non-financial instruments for fiscal years beginning after November 15, 2008. The provisions of FAS 157 relating to certain financial instruments were required to be adopted by us in the first quarter of 2008 effective January 1, 2008. The adoption of this standard did not have a material impact on our consolidated financial statements.

12

VIRGIN MEDIA INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(unaudited)

Note 8—Recent Accounting Pronouncements (Continued)

        FAS 157, defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). FAS 157 classifies the inputs used to measure fair value into the following hierarchy:

Level 1	Unadjusted quoted prices in active markets for identical assets or liabilities
Level 2	Unadjusted quoted prices in active markets for similar assets or liabilities, or
	Unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or
	Inputs other than quoted prices that are observable for the asset or liability
Level 3	Unobservable inputs for the asset or liability

        We endeavor to utilize the best available information in measuring fair value. Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. We have determined that our financial assets and liabilities fall in level 2 in the fair value hierarchy described above.

        The following table sets forth our financial assets and liabilities that were accounted for at fair value on a recurring basis as of March 31, 2008 and December 31, 2007 (in millions):

	March 31, 2008		December 31, 2007
Included within other current assets:
Interest rate swaps	£	—	£	4.1
Included within other assets:
Foreign currency forward rate contracts	£	24.9	£	18.3
Interest rate swaps		8.1		11.2
Cross-currency interest rate swaps		92.1		30.6
	£	125.1	£	60.1
Included within deferred revenue and other long term liabilities
Foreign currency forward rate contracts	£	72.5	£	67.9
Interest rate swaps		—		—
Cross-currency interest rate swaps		46.2		54.4
	£	118.7	£	122.3

        As a result of our financing activities, we are exposed to market risks from changes in interest and foreign currency exchange rates, which may adversely affect our operating results and financial position. When deemed appropriate, we minimize our risks from interest and foreign currency exchange rate fluctuations through the use of derivative financial instruments. Derivative financial instruments are used to manage risk and are not used for trading or other speculative purposes and we do not use leveraged derivative financial instruments. The foreign currency forward rate contracts, interest rate swaps and cross-currency interest rate swaps are valued using broker quotations, or market transactions

13

VIRGIN MEDIA INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(unaudited)

Note 8—Recent Accounting Pronouncements (Continued)

in either the listed or over-the counter markets. As such, these derivative instruments are classified within level 2 in the fair value hierarchy.

        In February 2007, the FASB issued Statement No. 159, The Fair Value Option for Financial Assets and Financial Liabilities—Including an amendment of FASB Statement No. 115, or FAS 159. FAS 159 allows companies to elect to measure certain assets and liabilities at fair value and is effective for fiscal years beginning after November 15, 2007. We did not elect to utilize the fair value option permitted by FAS 159 for any of our assets or liabilities as at December 31, 2007.

        In December 2007, the FASB issued FAS No. 160, Noncontrolling Interests in Consolidated Financial Statements, or FAS 160. FAS 160 establishes requirements for ownership interests in subsidiaries held by parties other than ourselves (sometimes called "minority interests") be clearly identified, presented, and disclosed in the consolidated statement of financial position within equity, but separate from the parent's equity. All changes in the parent's ownership interests are required to be accounted for consistently as equity transactions and any noncontrolling equity investments in unconsolidated subsidiaries must be measured initially at fair value. FAS 160 is effective, on a prospective basis, for fiscal years beginning after December 15, 2008. However, presentation and disclosure requirements must be retrospectively applied to comparative financial statements. We are currently assessing the impact of FAS 160 on our consolidated financial position and results of operations.

Note 9—Industry Segments

        Our reportable segments, Cable, Content and Mobile, are based on our method of internal reporting. Our primary segment is our Cable segment, which consists of the distribution of television programming to consumers and the provision of broadband and fixed line telephone services to consumers, businesses and public sector organizations on our cable network and, to a lesser extent, off our cable network. We operate our Content segment through our wholly-owned subsidiaries Virgin Media Television Limited, or Virgin Media TV, and sit-up Limited, or sit-up, which supply television programming to the U.K. pay-television broadcasting market including our televised shopping unit sit-up tv, which markets and retails a wide variety of consumer products using an auction-based format. We operate our Mobile segment through our wholly-owned subsidiary Virgin Mobile Holdings (UK) Ltd., which consists of our mobile telephony business. Our segments operate entirely in the U.K. and no one customer represents more than 5% of our overall revenue.

        Segment operating income before depreciation, amortization and other charges, which we refer to as Segment OCF, is management's measure of segment profit as permitted under FAS 131, Disclosures about Segments of an Enterprise and Related Information. Our management, including our chief executive officer who is our chief operating decision maker, considers Segment OCF as an important indicator of the operational strength and performance of our segments. Segment OCF excludes the impact of certain costs and expenses that do not directly affect our cash flows. Other charges, including restructuring charges, are also excluded from Segment OCF as management believes they are not characteristic of our underlying business operations. The business segments disclosed in the consolidated financial statements are based on this organizational structure and information reviewed by our management to evaluate the business segment results.

14

VIRGIN MEDIA INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(unaudited)

Note 9—Industry Segments (Continued)

        Segment information for the three months ended March 31, 2008 and 2007 is as follows (in millions):

	Three months ended March 31, 2008
	Cable			Content			Mobile			Elims.			Total
Revenue	£	778.9		£	83.4		£	139.5		£	—		£	1,001.8
Inter segment revenue		0.7			6.3			—			(7.0	)		—
Operating costs		(309.0	)		(65.1	)		(92.6	)		6.3			(460.4	)
Selling, general and administrative expenses		(168.7	)		(19.5	)		(29.7	)		0.7			(217.2	)
Segment OCF		301.9			5.1			17.2			—			324.2
Depreciation, amortization and other charges		(298.8	)		(4.5	)		(25.5	)		—			(328.8	)
Operating (loss) income	£	3.1		£	0.6		£	(8.3	)	£	—		£	(4.6	)

	Three months ended March 31, 2007
	Cable			Content			Mobile			Elims.			Total
Revenue	£	800.3		£	80.6		£	141.0		£	—		£	1,021.9
Inter segment revenue		0.9			5.9			—			(6.8	)		—
Operating costs		(311.7	)		(60.1	)		(83.4	)		5.9			(449.3	)
Selling, general and administrative expenses		(222.7	)		(14.2	)		(30.9	)		0.9			(266.9	)
Segment OCF		266.8			12.2			26.7			—			305.7
Depreciation, amortization and other charges		(295.5	)		(4.1	)		(21.4	)		—			(321.0	)
Operating (loss) income	£	(28.7	)	£	8.1		£	5.3		£	—		£	(15.3	)

Note 10—Condensed Consolidated Financial Information

        On April 13, 2004, our wholly-owned subsidiary, Virgin Media Finance PLC, or Virgin Media Finance, issued £375 million aggregate principal amount of 9.75% senior notes due 2014, $425 million aggregate principal amount of 8.75% senior notes due 2014, €225 million aggregate principal amount of 8.75% senior notes due 2014 and $100 million aggregate principal amount of floating rate notes due 2012, together referred to as the Senior Notes due 2014. On July 15, 2005, the $100 million aggregate principal amount of floating rate notes was redeemed. On July 25, 2006, Virgin Media Finance issued $550 million aggregate principal amount of 9.125% senior notes due 2016, and together with the Senior Notes due 2014, these are referred to as the Senior Notes. We and certain of our subsidiaries, namely Virgin Media Group LLC, Virgin Media Holdings Inc., Virgin Media (UK) Group, Inc. and Virgin Media Communications Limited, have guaranteed the Senior Notes on a senior basis. Virgin Media Investment Holdings Limited, or VMIH, has guaranteed the Senior Notes on a senior subordinated basis.

15

VIRGIN MEDIA INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(unaudited)

Note 10—Condensed Consolidated Financial Information (Continued)

        We present the following condensed consolidated financial information as of March 31, 2008 and December 31, 2007 and for the three months ended March 31, 2008 and 2007 as required by Article 3-10(d) of Regulation S-X.

	March 31, 2008
Balance sheets	Company			Virgin Media Finance			Other guarantors			VMIH		All other subsidiaries			Adjustments			Total
	(in millions)
Cash and cash equivalents	£	1.0		£	—		£	14.0		£	7.6	£	259.7		£	—		£	282.3
Restricted cash		—			—			—			—		6.0			—			6.0
Other current assets		—			—			1.7			6.9		663.8			—			672.4
Total current assets		1.0			—			15.7			14.5		929.5			—			960.7
Fixed assets, net		—			—			—			—		5,565.4			—			5,565.4
Intangible assets, net		—			—			(15.1	)		—		3,227.0			—			3,211.9
Investments in, and loans to, parent and subsidiary companies		2,707.2			950.1			282.8			5,171.3		(6,399.5	)		(2,335.7	)		376.2
Other assets, net		—			—			—			125.0		120.4			—			245.4
Total assets	£	2,708.2		£	950.1		£	283.4		£	5,310.8	£	3,442.8		£	(2,335.7	)	£	10,359.6
Current liabilities	£	(0.3	)	£	43.2		£	10.2		£	74.8	£	1,355.7		£	(140.1	)	£	1,343.5
Long term debt		—			1,045.2			—			2,291.5		2,646.1			—			5,982.8
Other long term liabilities		—			—			0.3			116.7		207.7			—			324.7
Minority interest		—			—			—			—		0.1			—			0.1
Shareholders' equity		2,708.5			(138.3	)		272.9			2,827.8		(766.8	)		(2,195.6	)		2,708.5
Total liabilities and shareholders' equity	£	2,708.2		£	950.1		£	283.4		£	5,310.8	£	3,442.8		£	(2,335.7	)	£	10,359.6

	December 31, 2007
Balance sheets	Company			Virgin Media Finance			Other guarantors			VMIH		All other subsidiaries			Adjustments			Total
	(in millions)
Cash and cash equivalents	£	1.3		£	—		£	10.0		£	0.7	£	309.4		£	—		£	321.4
Restricted cash		—			—			—			—		6.1			—			6.1
Other current assets		—			—			0.4			9.6		615.8			—			625.8
Total current assets		1.3			—			10.4			10.3		931.3			—			953.3
Fixed assets, net		—			—			—			—		5,655.6			—			5,655.6
Intangible assets, net		—			—			(13.1	)		—		3,318.0			—			3,304.9
Investments in, and loans to, parent and subsidiary companies		2,808.8			1,018.0			379.5			5,281.1		(6,526.6	)		(2,592.1	)		368.7
Other assets, net		—			—			—			129.0		54.6			—			183.6
Total assets	£	2,810.1		£	1,018.0		£	376.8		£	5,420.4	£	3,432.9		£	(2,592.1	)	£	10,466.1
Current liabilities	£	(0.4	)	£	29.9		£	6.4		£	119.6	£	1,354.5		£	(103.3	)	£	1,406.7
Long term debt		—			1,032.0			—			2,262.4		2,635.0			—			5,929.4
Other long term liabilities		—			—			0.3			116.7		202.5			—			319.5
Shareholders' equity		2,810.5			(43.9	)		370.1			2,921.7		(759.1	)		(2,488.8	)		2,810.5
Total liabilities and shareholders' equity	£	2,810.1		£	1,018.0		£	376.8		£	5,420.4	£	3,432.9		£	(2,592.1	)	£	10,466.1

16

VIRGIN MEDIA INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(unaudited)

Note 10—Condensed Consolidated Financial Information (Continued)

	Three months ended March 31, 2008
Statements of operations	Company			Virgin Media Finance			Other guarantors			VMIH			All other subsidiaries			Adjustments			Total
	(in millions)
Revenue	£	—		£	—		£	—		£	—		£	1,001.8		£	—		£	1,001.8
Operating costs		—			—			—			—			(460.4	)		—			(460.4	)
Selling, general and administrative expenses		(0.6	)		—			(5.2	)		—			(211.4	)		—			(217.2	)
Other charges		—			—			—			—			(4.6	)		—			(4.6	)
Depreciation and amortization		—			—			—			—			(324.2	)		—			(324.2	)
Operating loss		(0.6	)		—			(5.2	)		—			1.2			—			(4.6	)
Interest income and other, net		—			25.5			13.1			16.9			(8.7	)		(40.5	)		6.3
Interest expense		(0.4	)		(25.5	)		(6.6	)		(82.6	)		(48.8	)		40.5			(123.4	)
Share of income from equity investments		—			—			—			—			5.1			—			5.1
Foreign currency (losses) gains		—			(0.4	)		—			(28.5	)		0.5			—			(28.4	)
Gains on derivative instruments		—			—			—			—			33.4			—			33.4
Income tax benefit (expense)		—			—			(2.3	)		—			9.6			—			7.3
Minority interest		—			—			—			—			(0.1	)		—			(0.1	)
Loss before equity in net loss from subsidiaries		(1.0	)		(0.4	)		(1.0	)		(94.2	)		(7.8	)		—			(104.4	)
Equity in net loss of subsidiaries		(103.4	)		(100.2	)		(102.5	)		(6.0	)		—			312.1			—
Net loss	£	(104.4	)	£	(100.6	)	£	(103.5	)	£	(100.2	)	£	(7.8	)	£	312.1		£	(104.4	)

	Three months ended March 31, 2007
Statements of operations	Company			Virgin Media Finance			Other guarantors			VMIH			All other subsidiaries			Adjustments			Total
	(in millions)
Revenue	£	—		£	—		£	—		£	—		£	1,021.9		£	—		£	1,021.9
Operating costs		—			—			—			—			(449.3	)		—			(449.3	)
Selling, general and administrative expenses		(1.9	)		—			(5.2	)		(0.3	)		(259.5	)		—			(266.9	)
Other charges		(0.3	)		—			—			—			(11.3	)		—			(11.6	)
Depreciation and amortization		(0.1	)		—			—			—			(309.3	)		—			(309.4	)
Operating loss		(2.3	)		—			(5.2	)		(0.3	)		(7.5	)		—			(15.3	)
Interest income and other, net		0.2			25.3			11.4			17.2			(10.4	)		(36.7	)		7.0
Interest expense		—			(25.1	)		(6.4	)		(87.0	)		(36.7	)		36.7			(118.5	)
Share of income from equity investments		—			—			—			—			7.2			—			7.2
Foreign currency gains (losses)		—			—			0.1			(0.1	)		3.3			—			3.3
Losses on derivative instruments		—			—			—			—			(0.5	)		—			(0.5	)
Income tax expense		(0.1	)		(0.1	)		(2.6	)		—			(0.7	)		—			(3.5	)
(Loss) income before equity in net (loss) income from subsidiaries		(2.2	)		0.1			(2.7	)		(70.2	)		(45.3	)		—			(120.3	)
Equity in net loss of subsidiaries		(118.1	)		(115.9	)		(115.4	)		(45.7	)		—			395.1			—
Net loss	£	(120.3	)	£	(115.8	)	£	(118.1	)	£	(115.9	)	£	(45.3	)	£	395.1		£	(120.3	)

17

VIRGIN MEDIA INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(unaudited)

Note 10—Condensed Consolidated Financial Information (Continued)

	Three months ended March 31, 2008
Statements of cash flows	Company			Virgin Media Finance		Other guarantors		VMIH			All other subsidiaries			Adjustments		Total
	(in millions)
Net cash provided by (used in) operating activities	£	5.7		£	—	£	3.1	£	(24.3	)	£	120.8		£	—	£	105.3
Investing activities:
Purchase of fixed and intangible assets		—			—		—		—			(125.0	)		—		(125.0	)
Principal (drawdowns) repayments on loans to equity investments		—			—		0.9		31.2			(37.0	)		—		(4.9	)
Other		—			—		—		—			0.3			—		0.3
Net cash provided by (used) in investing activities		—			—		0.9		31.2			(161.7	)		—		(129.6	)
Financing activities:
New borrowings, net of financing fees		—			—		—		—			—			—		—
Proceeds from employee stock option exercises		0.6			—		—		—			—			—		0.6
Principal payments on long term debt and capital leases		—			—		—		—			(8.8	)		—		(8.8	)
Dividends paid		(6.6	)		—		—		—			—			—		(6.6	)
Net cash used in financing activities		(6.0	)		—		—		—			(8.8	)		—		(14.8	)
Effect of exchange rate changes		—			—		—		—			—			—		—
(Decrease) increase in cash and cash equivalents		(0.3	)		—		4.0		6.9			(49.7	)		—		(39.1	)
Cash and cash equivalents at beginning of period		1.3			—		10.0		0.7			309.4			—		321.4
Cash and cash equivalents at end of period	£	1.0		£	—	£	14.0	£	7.6		£	259.7		£	—	£	282.3

	Three months ended March 31, 2007
Statements of cash flows	Company			Virgin Media Finance		Other guarantors			VMIH			All other subsidiaries			Adjustments		Total
	(in millions)
Net cash provided by (used in) operating activities	£	3.0		£	—	£	(5.7	)	£	(17.6	)	£	125.0		£	—	£	104.7
Investing activities:
Purchase of fixed and intangible assets		—			—		—			—			(152.6	)		—		(152.6	)
Principal repayments on loans to equity investments		—			—		—			30.8			(25.7	)		—		5.1
Acquisitions, net of cash acquired		—			—		—			(1.0	)		—			—		(1.0	)
Other		—			—		—			—			0.6			—		0.6
Net cash provided by (used) in investing activities		—			—		—			29.8			(177.7	)		—		(147.9	)
Financing activities:
New borrowings, net of financing fees		—			—		—			(0.1	)		—			—		(0.1	)
Proceeds from employee stock option exercises		0.4			—		—			—			—			—		0.4
Principal payments on long term debt and capital leases		—			—		—			—			(6.2	)		—		(6.2	)
Dividends paid		(3.3	)		—		—			—			—			—		(3.3	)
Net cash used in financing activities		(2.9	)		—		—			(0.1	)		(6.2	)		—		(9.2	)
Effect of exchange rate changes		—			—		(1.0	)		—			—			—		(1.0	)
Increase (decrease) in cash and cash equivalents		0.1			—		(6.7	)		12.1			(58.9	)		—		(53.4	)
Cash and cash equivalents at beginning of period		2.4			—		31.5			0.2			384.4			—		418.5
Cash and cash equivalents at end of period	£	2.5		£	—	£	24.8		£	12.3		£	325.5		£	—	£	365.1

18

VIRGIN MEDIA INVESTMENT HOLDINGS LIMITED

CONDENSED CONSOLIDATED BALANCE SHEETS

(in millions, except par value)

			March 31, 2008			December 31, 2007
			(Unaudited)			(See Note)
Assets
Current assets
	Cash and cash equivalents		£	267.3		£	310.0
	Restricted cash			5.2			5.4
	Accounts receivable—trade, less allowances for doubtful accounts of £16.3 (2008) and £17.1 (2007)			467.2			451.0
	Inventory			99.5			75.4
	Prepaid expenses and other current assets			101.2			94.4
		Total current assets		940.4			936.2
Fixed assets, net				5,424.2			5,510.3
Goodwill and other indefinite-lived intangible assets				2,495.3			2,495.3
Intangible assets, net				725.4			814.3
Equity investments				376.2			368.7
Other assets, net of accumulated amortization of £50.5 (2008) and £45.0 (2007)				245.4			183.6
Due from group companies				659.1			637.4
Total assets			£	10,866.0		£	10,945.8
Liabilities and shareholders' equity
Current liabilities
	Accounts payable		£	351.3		£	372.9
	Accrued expenses and other current liabilities			421.8			407.4
	VAT and employee taxes payable			68.1			81.2
	Restructuring liabilities			63.6			84.8
	Interest payable			109.0			148.2
	Interest payable to group companies			106.9			77.6
	Deferred revenue			238.9			240.3
	Current portion of long term debt			31.8			29.1
		Total current liabilities		1,391.4			1,441.5
Long term debt, net of current portion				4,937.6			4,897.4
Long term debt, due to group companies				1,387.3			1,367.1
Deferred revenue and other long term liabilities				239.5			237.1
Deferred income taxes				82.3			81.0
Total liabilities				8,038.1			8,024.1
Commitments and contingent liabilities
Minority interest				0.1			—
Shareholders' equity
	Share capital—£0.001 par value; authorized 1,000,000 ordinary shares (2008 and 2007); issued and outstanding 224,552 ordinary shares (2008 and 2007)			—			—
	Additional paid-in capital			4,371.3			4,371.3
	Accumulated other comprehensive income			23.5			17.2
	Accumulated deficit			(1,567.0	)		(1,466.8	)
		Total shareholders' equity		2,827.8			2,921.7
Total liabilities and shareholders' equity			£	10,866.0		£	10,945.8

Note:

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

See accompanying notes.

19

VIRGIN MEDIA INVESTMENT HOLDINGS LIMITED

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited) (in millions)

		Three months ended March 31,
		2008			2007
Revenue		£	974.4		£	991.4
Costs and expenses
	Operating costs (exclusive of depreciation shown separately below)		447.6			438.4
	Selling, general and administrative expenses		204.8			250.2
	Other charges		4.5			10.6
	Depreciation		225.9			226.7
	Amortization		90.8			75.4
			973.6			1,001.3
Operating income (loss)			0.8			(9.9	)
Other income (expense)
	Interest income and other, net		6.2			4.7
	Interest income from group companies		1.9			1.9
	Interest expense		(99.4	)		(94.8	)
	Interest expense to group companies		(29.7	)		(27.0	)
	Share of income from equity investments		5.1			7.2
	Foreign currency (losses) gains		(28.0	)		3.2
	Gains (losses) on derivative instruments		33.4			(0.5	)
Loss before income taxes and minority interest			(109.7	)		(115.2	)
Income tax benefit (expense)			9.6			(0.7	)
Minority interest			(0.1	)		—
Net loss		£	(100.2	)	£	(115.9	)

See accompanying notes.

20

VIRGIN MEDIA INVESTMENT HOLDINGS LIMITED

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited) (in millions)

		Three months ended March 31,
		2008		2007
Operating activities
Net loss		(100.2	)	(115.9	)
Adjustments to reconcile net loss to net cash provided by operating activities
	Depreciation and amortization	316.7		302.1
	Non-cash interest	(34.5	)	(54.9	)
	Non-cash compensation	1.5		5.4
	Income from equity accounted investments, net of dividends received	(4.4	)	(5.6	)
	Income taxes	(8.3	)	2.3
	Amortization of original issue discount and deferred finance costs	5.5		5.9
	Unrealized foreign currency losses (gains)	26.9		(1.7	)
	(Gains) losses on derivative instruments	(33.4	)	0.5
	Other	0.1		0.3
Changes in operating assets and liabilities		(88.0	)	(47.4	)
	Net cash provided by operating activities	81.9		91.0
Investing activities
	Purchase of fixed and intangible assets	(123.5	)	(150.0	)
	Principal drawdowns on loans to equity investments	(4.9	)	—
	Investments in, and loans to, parent and subsidiary companies	12.3		19.3
	Acquisitions, net of cash acquired	—		(1.0	)
	Other	0.3		—
	Net cash used in investing activities	(115.8	)	(131.7	)
Financing activities
	New borrowings, net of financing fees	—		(0.1	)
	Principal payments on long term debt and capital leases	(8.8	)	(6.2	)
	Net cash used in financing activities	(8.8	)	(6.3	)
Decrease in cash and cash equivalents		(42.7	)	(47.0	)
Cash and cash equivalents, beginning of period		310.0		384.0
Cash and cash equivalents, end of period		£  267.3		337.0

21

VIRGIN MEDIA INVESTMENT HOLDINGS LIMITED

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

Note 1—Basis of Presentation

        Virgin Media Investment Holdings Limited, or VMIH, is an indirect, wholly-owned subsidiary of Virgin Media Inc., or Virgin Media.

        The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles for interim financial information and with the rules and regulations of the Securities and Exchange Commission. Accordingly, they do not include all of the information and notes required by U.S. generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three months ended March 31, 2008 are not necessarily indicative of the results that may be expected for the year ending December 31, 2008. For further information, refer to the consolidated financial statements and notes thereto included in the Annual Report on Form 10-K, as amended, for Virgin Media Inc. for the year ended December 31, 2007.

        Certain prior year balances have been reclassified to conform to the current period presentation.

Note 2—Long Term Debt

        Long term debt consists of (in millions):

	March 31, 2008			December 31, 2007
8.75% U.S. Dollar senior loan notes due 2014 due to Virgin Media Finance PLC	£	214.1		£	214.2
9.75% Sterling senior loan notes due 2014 due to Virgin Media Finance PLC		375.0			375.0
8.75% Euro senior loan notes due 2014 due to Virgin Media Finance PLC		179.1			165.6
9.125% U.S. Dollar senior notes due 2016 due to Virgin Media Finance PLC		277.0			277.2
Floating rate senior loan notes due 2012 due to Virgin Media Finance PLC		50.4			50.4
Senior credit facility		4,833.7			4,804.8
Other loan notes due to affiliates		291.7			284.7
Capital leases		131.0			116.9
Other		4.7			4.8
		6,356.7			6,293.6
Less: current portion		(31.8	)		(29.1	)
	£	6,324.9		£	6,264.5

        The effective interest rate on the senior credit facility was 7.7% and 7.8% as at March 31, 2008 and December 31, 2007, respectively.

        On April 16, 2008, Virgin Media Inc. issued U.S. dollar denominated 6.5% convertible senior notes due 2016 with a principal amount outstanding of $1.0 billion. The convertible notes are unsecured senior obligations of Virgin Media Inc. The convertible notes bear interest at an annual rate of 6.5% payable semi-annually on May 15 and November 15 of each year, beginning November 15, 2008. The convertible notes mature on November 15, 2016 and may not be redeemed by us prior to their maturity date. Holders may convert their notes, at their option, prior to August 15, 2016 only under certain

22

VIRGIN MEDIA INVESTMENT HOLDINGS LIMITED

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(unaudited)

Note 2—Long Term Debt (Continued)

circumstances and may convert their notes at any time on or after August 15, 2016 through the second scheduled trading date preceding the maturity date. The initial conversion rate is equal to 52.0291 shares of Virgin Media Inc.'s common stock per $1,000 of convertible notes, which represents an initial conversion price of approximately $19.22 per share of common stock. The conversion rate will be subject to adjustment for stock splits, stock dividends, cash dividends in excess of certain thresholds, stock repurchases where the price exceeds market values, and certain other events. Upon conversion, we may settle in cash, shares of common stock or a combination of cash and shares of our common stock. We continue to review the accounting treatment of the convertible senior notes, including the possible requirement to separately account for embedded derivatives.

Note 3—Employee Benefit Plans

        The components of net periodic pension cost in the three months ended March 31, 2008 and 2007 were as follows (in millions):

	Three months ended March 31,
	2008			2007
Service costs	£	0.4		£	0.6
Interest costs		4.6			4.2
Expected return on plan assets		(5.4	)		(4.8	)
Net periodic benefit costs	£	(0.4	)	£	—

Note 4—Other Charges Including Restructuring Charges

        Other charges of £4.5 million and £10.6 million for the three months ended March 31, 2008 and 2007, respectively, relate to lease exit and employee termination costs as a result of our acquisition-related restructuring programs.

        The following tables summarize our historical restructuring accruals and the restructuring accruals resulting from the acquisitions during 2006 made by Virgin Media (in millions):

Historical Restructuring Accruals	Involuntary Employee Termination and Related Costs		Lease Exit Costs			Total
Balance, December 31, 2007	£	—	£	34.0		£	34.0
Revisions		—		(0.4	)		(0.4	)
Charged to expense		—		0.9			0.9
Utilized		—		(15.3	)		(15.3	)
Balance, March 31, 2008	£	—	£	19.2		£	19.2

23

VIRGIN MEDIA INVESTMENT HOLDINGS LIMITED

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(unaudited)

Note 4—Other Charges Including Restructuring Charges (Continued)

Acquisition Restructuring Accruals	Involuntary Employee Termination and Related Costs			Lease Exit Costs			Total
Balance, December 31, 2007	£	11.9		£	38.9		£	50.8
Revisions		1.2			2.0			3.2
Charged to expense		—			0.8			0.8
Utilized		(8.5	)		(1.9	)		(10.4	)
Balance, March 31, 2008	£	4.6		£	39.8		£	44.4

Note 5—Share Based Compensation

Stock Option Plans

        We are an indirect, wholly owned subsidiary of Virgin Media. Accordingly, we have no stock-based compensation plans. As at March 31, 2008, certain of our employees participated in the stock-based compensation plans of Virgin Media, as described in Virgin Media's 2007 Annual Report on Form 10-K, filed with the SEC on February 29, 2008, as amended.

Note 6—Comprehensive Loss

        Comprehensive loss comprises (in millions):

	Three months ended March 31,
	2008			2007
Net loss for period	£	(100.2	)	£	(115.9	)
Net unrealized gains on derivatives, net of tax		15.9			24.5
Reclassification of derivative gains to net income, net of tax		(9.6	)		(2.4	)
Comprehensive loss	£	(93.9	)	£	(93.8	)

        The components of accumulated other comprehensive income, net of taxes, were as follows (in millions):

	March 31, 2008			December 31, 2007
Pension liability adjustments	£	(0.2	)	£	(0.2	)
Net unrealized gains on derivatives		23.7			17.4
	£	23.5		£	17.2

Note 7—Income taxes

        At each period end, it is necessary for us to make certain estimates and assumptions to compute the provision for income taxes including, but not limited to, the expected operating income (or loss) for

24

VIRGIN MEDIA INVESTMENT HOLDINGS LIMITED

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(unaudited)

Note 7—Income taxes (Continued)

the year, projections of the proportion of income (or loss) earned and taxed in the United Kingdom and the extent to which this income (or loss) may also be taxed in the United States, permanent and temporary differences, the likelihood of deferred tax assets being recovered and the outcome of contingent tax risks. At each interim period, management uses the best information available to develop these estimates and assumptions, which are used to compute the forecast effective tax rate for the full year which is applied in computing the income tax expense or benefit for the interim period. In accordance with U.S. generally accepted accounting principles, the impact of revisions to these estimates are recorded as income tax expense or benefit in the period in which they become known. Accordingly, the accounting estimates used to compute the provision for income taxes have changed and will change as new events occur, as more experience is acquired, as additional information is obtained and our tax environment changes. To the extent that the estimate changes during a subsequent quarter, the effect of the change on prior quarters as well as on the current quarter is included in income tax expense for the current quarter.

        For the three months ended March 31, 2008, there was an income tax benefit was £9.6 million as compared with an income tax expense of £0.7 million for the same period in 2007. The income tax benefit for the three months ended March 31, 2008 was comprised of deferred federal tax expense of £1.2 million, a U.K. current tax benefit of £1.3 million and a U.K. deferred tax benefit of £9.5 million. The U.K. current tax benefit related to amounts receivable in respect of the sale of tax losses to an equity-method investee. The U.K. deferred tax benefit related to the decrease in our deferred tax asset valuation allowance due to changes in our assessment of the future realization of certain deferred tax assets. Such changes resulted from the recording of certain deferred tax liabilities related to amounts recognized in the statement of other comprehensive income during the quarter that are expected to reverse in future periods and will allow us to offset such amounts against certain deferred tax assets. The income tax expense for the three months ended March 31, 2007 was comprised of deferred federal tax expense of £2.0 million and a U.K. current tax benefit of £1.3 million, which related to amounts receivable in respect of the sale of U.K. tax losses to an equity-method investee.

        We recognize interest and penalties related to unrecognized tax benefits in income tax expense on the statement of operations.

Note 8—Related Party Transactions

Virgin Media Inc. and its consolidated subsidiaries

        We are a wholly owned subsidiary of Virgin Media. We charge Virgin Media and our other group companies for operating costs and selling, general and administrative expenses incurred by us on their behalf. The following information summarizes our significant related party transactions with Virgin Media and its group companies (in millions):

	Three months ended March 31,
	2008		2007
Operating costs	£	12.8	£	10.9
Selling, general and administrative expenses		12.4		9.6

25

VIRGIN MEDIA INVESTMENT HOLDINGS LIMITED

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(unaudited)

Note 8—Related Party Transactions (Continued)

        The above recharges are recorded in operating costs and selling, general and administrative expenses and offset the respective costs incurred.

Note 9—Recent Accounting Pronouncements

        In September 2006, the FASB issued Statement No. 157, Fair Value Measurements, or FAS 157. FAS 157 provides guidance for using fair value to measure assets and liabilities. It also responds to investors' requests for expanded information about the extent to which companies measure assets and liabilities at fair value, the information used to measure fair value, and the effect of fair value measurements on earnings. FAS 157 applies whenever other standards require (or permit) assets or liabilities to be measured at fair value, and does not expand the use of fair value in any new circumstances. FAS 157 is effective for certain financial instruments included in financial statements issued for fiscal years beginning after November 15, 2007 and for all other non-financial instruments for fiscal years beginning after November 15, 2008. The provisions of FAS 157 relating to certain financial instruments are required to be adopted by us in the first quarter of 2008 effective January 1, 2008. The adoption of this standard did not have a material impact on our consolidated financial statements.

        FAS 157 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). FAS 157 classifies the inputs used to measure fair value into the following hierarchy:

Level 1	Unadjusted quoted prices in active markets for identical assets or liabilities
Level 2	Unadjusted quoted prices in active markets for similar assets or liabilities, or
	Unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or
	Inputs other than quoted prices that are observable for the asset or liability
Level 3	Unobservable inputs for the asset or liability

        We endeavor to utilize the best available information in measuring fair value. Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. We have determined that our financial assets and liabilities fall in level 2 in the fair value hierarchy described above.

26

VIRGIN MEDIA INVESTMENT HOLDINGS LIMITED

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(unaudited)

Note 9—Recent Accounting Pronouncements (Continued)

        The following table sets forth our financial assets and liabilities that were accounted for at fair value on a recurring basis as of March 31, 2008 and December 31, 2007 (in millions):

	March 31, 2008		December 31, 2007
Included within other current assets:
Interest rate swaps	£	—	£	4.1
Included within other assets:
Foreign currency forward rate contracts	£	24.9	£	18.3
Interest rate swaps		8.1		11.2
Cross-currency interest rate swaps		92.1		30.6
	£	125.1	£	60.1
Included within deferred revenue and other long term liabilities
Foreign currency forward rate contracts	£	72.5	£	67.9
Interest rate swaps		—		—
Cross-currency interest rate swaps		46.2		54.4
	£	118.7	£	122.3

        As a result of our financing activities, we are exposed to market risks from changes in interest and foreign currency exchange rates, which may adversely affect our operating results and financial position. When deemed appropriate, we minimize our risks from interest and foreign currency exchange rate fluctuations through the use of derivative financial instruments. Derivative financial instruments are used to manage risk and are not used for trading or other speculative purposes and we do not use leveraged derivative financial instruments. The foreign currency forward rate contracts, interest rate swaps and cross-currency interest rate swaps are valued using broker quotations, or market transactions in either the listed or over-the counter markets. As such, these derivative instruments are classified within level 2 in the fair value hierarchy.

        In February 2007, the FASB issued Statement No. 159, The Fair Value Option for Financial Assets and Financial Liabilities—Including an amendment of FASB Statement No. 115, or FAS 159. FAS 159 allows companies to elect to measure certain assets and liabilities at fair value and is effective for fiscal years beginning after November 15, 2007. We did not elect to utilize the fair value option as permitted by FAS 159 for any of our assets or liabilities as at December 31, 2007.

        In December 2007, the FASB issued FAS No. 160, Noncontrolling Interests in Consolidated Financial Statements, or FAS 160. FAS 160 establishes requirements for ownership interests in subsidiaries held by parties other than ourselves (sometimes called "minority interests") be clearly identified, presented, and disclosed in the consolidated statement of financial position within equity, but separate from the parent's equity. All changes in the parent's ownership interests are required to be accounted for consistently as equity transactions and any noncontrolling equity investments in unconsolidated subsidiaries must be measured initially at fair value. FAS 160 is effective, on a prospective basis, for fiscal years beginning after December 15, 2008. However, presentation and disclosure requirements

27

VIRGIN MEDIA INVESTMENT HOLDINGS LIMITED

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(unaudited)

Note 9—Recent Accounting Pronouncements (Continued)

must be retrospectively applied to comparative financial statements. We are currently assessing the impact of FAS 160 on our consolidated financial position and results of operations.

Note 10—Industry Segments

        Our reportable segments Cable, Content and Mobile are based on our method of internal reporting. Our primary segment is our Cable segment, which consists of the distribution of television programming to consumers and the provision of broadband and fixed line telephone services to consumers, businesses and public sector organizations on our cable network and, to a lesser extent, off our cable network. We operate our Content segment through our wholly-owned subsidiaries Virgin Media Television Limited, or Virgin Media TV, and sit-up Limited, or sit-up, which supply television programming to the U.K. pay-television broadcasting market including our televised shopping unit sit-up tv, which markets and retails a wide variety of consumer products using an auction-based format. We operate our Mobile segment through our wholly-owned subsidiary Virgin Mobile Holdings (UK) Ltd., which consists of our mobile telephony business. Our segments operate entirely in the U.K. and no one customer represents more than 5% of our overall revenue.

        Segment operating income before depreciation, amortization and other charges, which we refer to as Segment OCF, is management's measure of segment profit as permitted under FAS 131, Disclosures about Segments of an Enterprise and Related Information. Our management, including our chief executive officer who is our chief operating decision maker, considers Segment OCF as an important indicator of the operational strength and performance of our segments. Segment OCF excludes the impact of certain costs and expenses that do not directly affect our cash flows. Other charges, including restructuring charges, are also excluded from Segment OCF as management believes they are not characteristic of our underlying business operations. The business segments disclosed in the consolidated financial statements are based on this organizational structure and information reviewed by our management to evaluate the business segment results.

        Segment information for the three months ended March 31, 2008 and 2007 is as follows (in millions):

	Three months ended March 31, 2008
	Cable			Content			Mobile			Elims.			Total
Revenue	£	751.5		£	83.4		£	139.5		£	—		£	974.4
Inter segment revenue		0.7			6.3			—			(7.0	)		—
Operating costs		(296.2	)		(65.1	)		(92.6	)		6.3			(447.6	)
Selling, general and administrative expenses		(156.3	)		(19.5	)		(29.7	)		0.7			(204.8	)
Segment OCF		299.7			5.1			17.2			—			322.0
Depreciation, amortization and other charges		(291.2	)		(4.5	)		(25.5	)		—			(321.2	)
Operating income (loss)	£	8.5		£	0.6		£	(8.3	)	£	—		£	0.8

28

VIRGIN MEDIA INVESTMENT HOLDINGS LIMITED

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(unaudited)

Note 10—Industry Segments (Continued)

	Three months ended March 31, 2007
	Cable			Content			Mobile			Elims.			Total
Revenue	£	769.8		£	80.6		£	141.0		£	—		£	991.4
Inter segment revenue		0.9			5.9			—			(6.8	)		—
Operating costs		(300.8	)		(60.1	)		(83.4	)		5.9			(438.4	)
Selling, general and administrative expenses		(206.0	)		(14.2	)		(30.9	)		0.9			(250.2	)
Segment OCF		263.9			12.2			26.7			—			302.8
Depreciation, amortization and other charges		(287.2	)		(4.1	)		(21.4	)		—			(312.7	)
Operating (loss) income	£	(23.3	)	£	8.1		£	5.3		£	—		£	(9.9	)

29

ITEM 2.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with the Condensed Consolidated Financial Statements and related notes that appear elsewhere in this document.

Overview

        Virgin Media is a leading U.K. entertainment and communications business providing the first "quad-play" offering of television, broadband, fixed line telephone and mobile telephone services in the U.K. together with one of the most advanced TV on demand services available in the U.K. market. By number of customers, we are the U.K.'s largest residential broadband and mobile virtual network operator and the second largest provider in the U.K. of pay television and fixed line telephone services. Through ntl:Telewest Business, which also operates under the Virgin Media group, we provide a complete portfolio of voice, data and internet solutions to leading businesses, public sector organizations and service providers in the U.K.

        Through Virgin Media Television, or Virgin Media TV, we also provide a broad range of programming through our wholly owned channels, such as Virgin 1, Living and Bravo; through UKTV, our joint ventures with BBC Worldwide; and through the portfolio of retail television channels operated by sit-up tv.

        We presently manage our business through three reportable segments:

•

Cable:  our cable segment includes the distribution of television programming over our cable network and the provision of broadband and fixed line telephone services to consumers, businesses and public sector organizations, both on our cable network and, to a lesser extent, off our network;



•

Mobile:  our mobile segment includes the provision of mobile telephone services under the brand name Virgin Mobile to consumers over cellular networks owned by third parties; and



•

Content:  our content segment includes the operations of our U.K. television channels, such as Virgin 1, which was launched on October 1, 2007, as well as Living, Bravo, and sit-up's portfolio of retail television channels. Although not included in our content segment revenue, our content management team also oversees our interest in the UKTV television channels through our joint ventures with BBC Worldwide.

        Our revenue by segment for the three months ended March 31, 2008 and 2007 was as follows (in millions):

	Three months ended March 31,
	2008				2007
Cable Segment
Consumer	£	618.2	61.7	%	£	637.3	62.4	%
Business		160.7	16.1			163.0	15.9
		778.9	77.8			800.3	78.3
Mobile Segment		139.5	13.9			141.0	13.8
Content Segment		83.4	8.3			80.6	7.9
	£	1,001.8	100.0	%	£	1,021.9	100.0	%

        For further discussion of our business, please refer to our Annual Report on Form 10-K for the year ended December 31, 2007 as filed with the SEC on February 29, 2008, as amended.

30

Factors Affecting Our Business

Cable Segment

        In our Cable segment, residential customers account for the majority of our total revenue. The number of residential customers, the number and types of services that each customer uses and the prices we charge for these services drive our revenue. Our profit is driven by the relative margins on the types of services we provide to these customers and by the number of services that we provide to them. For example, broadband internet is more profitable than our television services and, on average, our "triple-play" customers are more profitable than "double-play" or "single-play" customers. Our packaging of services and our pricing are designed to encourage our customers to use multiple services such as television, telephone and broadband at a lower price than each stand-alone product on a combined basis. Factors particularly affecting our profitability include customer churn, average revenue per user (ARPU), competition, capital expenditures and seasonality.

        Customer Churn.    Customer churn is a measure of the number of customers who stop subscribing to our services. An increase in our customer churn can lead to increased costs and reduced revenue. We continue to focus on improving our customer service and enhancing and expanding our service offerings to existing customers in order to manage our customer churn rate. Our ability to reduce our customer churn rate beyond a base level is limited by factors like competition and customers moving outside our network service area, in particular during the summer season. Managing our customer churn rate is a significant component of our business plan. Our customer churn rate may increase if our customer service is seen as unsatisfactory, if we are unable to deliver our services over our network without interruption, or if we fail to match offerings by our competitors.

        Cable ARPU.    Average Revenue Per User, or ARPU, is a measure we use to evaluate how effectively we are realizing potential revenue from our residential cable customers on our network. We believe that our "triple-play" cable offering of television, broadband and fixed line telephone services is attractive to our existing customer base and generally allows us to increase our Cable ARPU by facilitating the sale of multiple services to each customer. Cable ARPU excludes any recognition of revenue from our Mobile segment.

        Competition.    Our ability to acquire and retain customers and increase revenue depends on our competitive strength. There is significant and increasing competition in the market for our consumer services, including broadband and telephone services offered by British Telecom ("BT") and resellers or local loop unbundlers, such as British Sky Broadcasting Group plc ("BSkyB") and Carphone Warehouse (Talk Talk), alternative internet access services like DSL, satellite television services offered by BSkyB, digital terrestrial television offered through Freeview, internet protocol television offered by Tiscali S.p.A. ("Tiscali") and BT, and mobile telephone services offered by other mobile telephone operators. Our business services also face a range of competitors, including BT and Cable & Wireless. Certain competitors, such as BT and BSkyB, are dominant in markets in which we compete and may use their dominance in those markets to offer bundled services that compete with our product offerings. As a result of increased competition, we have had to, and may be required to continue to, adjust our pricing and offer discounts to new and existing customers in order to attract and retain customers.

        Capital Expenditures.    Our business requires substantial capital expenditures on a continuing basis for various purposes, including expanding, maintaining and upgrading our network, investing in new customer acquisitions, and offering new services. If we do not continue to invest in our network and in new technologies, our ability to retain and acquire customers may be hindered. Therefore, our liquidity and the availability of cash to fund capital projects are important drivers of our revenue. When our liquidity is restricted, so is our ability to meet our capital expenditure requirements.

31

        Seasonality.    Some revenue streams are subject to seasonal factors. For example, telephone usage revenue by residential customers and businesses tends to be slightly lower during summer holiday months. Our customer churn rates include persons who disconnect their service because of moves, resulting in a seasonal increase in our churn rates during the summer months when higher levels of U.K. house moves occur and students leave their accommodation between academic years.

Mobile Segment

        Factors particularly affecting our Mobile segment include competition, seasonality and our third party distribution arrangements.

        Competition.    Our ability to acquire and retain customers and increase revenue depends on our competitive strength. There is significant competition in our markets from mobile operators, including O2, Vodafone, Orange, T-Mobile and 3, and from other mobile virtual network operators, including Tesco Mobile, BT Mobile and Carphone Warehouse. Many of our competitors are part of large multinational organizations, have substantial advertising and marketing budgets, and have a significant retail presence. If competitive forces prevent us from charging the prices for these services that we plan to charge, or if our competition is able to attract our customers or potential customers we are targeting, our results of operations will be adversely affected.

        Seasonality.    Some revenue streams and cost drivers are subject to seasonal factors. For example, in the fourth quarter of each year our customer acquisition and retention costs typically increase due to the Christmas holiday period. Our ARPU generally decreases in the first quarter of each year due to the fewer number of days in February and lower usage after the Christmas holiday period. During the summer holiday months, roaming revenue is generally higher as a result of increased international travel.

        Distribution.    We primarily rely upon third parties to distribute our mobile products and services. If any of these distribution partners were to cease to act as distributors for our products and services, or the commissions or other costs charged by the third parties were to increase, our ability to gain new customers or retain existing customers may be adversely affected. We also distribute our products through our own retail outlets.

Content Segment

        Factors particularly affecting our Content segment include competition, the number of buyers for our television channels, our access to content, seasonality and advertising revenue.

        Competition.    Our television channels compete with other broadcasters for advertising revenues, subscription revenues, and programming rights. sit-up competes with a large variety of retailers in the U.K. market and with other television channels for audiences. IDS, our advertising sales department, competes with advertising sales operations representing other television broadcasters.

        Limited Number of Buyers.    The principal third party buyer of our television channels is BSkyB. Other than BSkyB, there are no significant buyers of our television channels.

        Access to Content.    Most of the television content on the Virgin Media TV channels is purchased, mainly from the U.S., and because there is a limited supply of content available and an increasing number of digital channels in the U.K., Virgin Media TV has experienced and may continue to experience an increase in the cost of its programming.

        Seasonality.    Our Content segment incurs increased costs in the fourth quarter of each year due to the need to provide enhanced programming over the important Christmas holiday period. Also, sit-up

32

records increased revenues and costs in the fourth quarter due to generally higher retail sales in the lead up to the Christmas holiday.

        Advertising Revenue.    The majority of revenue for Virgin Media TV is from advertisers. Consequently, Virgin Media TV's revenue is directly affected by changes in the total spend on television advertising in the U.K., the viewing levels for its channels and the proportion of the U.K. advertising market represented by IDS.

General

        Other factors affecting our business include:

        Currency Movements.    We encounter currency exchange rate risks because substantially all of our revenue and operating costs are earned and paid primarily in U.K. pounds sterling, but we pay interest and principal obligations with respect to a portion of our existing indebtedness in U.S. dollars and euros. We have implemented a hedging program to mitigate the risk from these exposures. The objective of this program is to reduce the volatility of our cash flows and earnings caused by changes in underlying currency exchange rates.

        Integration.    We continue to integrate our legacy NTL and Telewest cable businesses and Virgin Mobile. We will be completing the final stages of the integration of our cable billing platforms during 2008. Any issues that may arise in connection with our integration could have a material negative effect on our financial performance.

Critical Accounting Policies

        The preparation of our consolidated financial statements requires us to make estimates that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and contingent liabilities. We base our judgments on historical experience and on various other assumptions that we believe are reasonable under the circumstances, the results of which form the basis for making estimates about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

        For a discussion of the accounting judgments and estimates that we have identified as critical in the preparation of our consolidated financial statements, please refer to our Annual Report on Form 10-K for the year ended December 31, 2007 as filed with the SEC on February 29, 2008, as amended.

Consolidated Results of Operations

Consolidated Results of Operations for the Three Months Ended March 31, 2008 and 2007

Revenue

        For the three months ended March 31, 2008, revenue decreased by 2.0% to £1,001.8 million from £1,021.9 million for the three months ended March 31, 2007. This decrease was primarily due to a decline in revenue in our Cable segment driven by declining prices due to increased competition, partially offset by revenue increases in our Content segment. See further discussion of our Cable and Content segments below.

Expenses

        Operating costs:    For the three months ended March 31, 2008, operating costs, including network expenses, increased by 2.5% to £460.4 million from £449.3 million during the same period in 2007. This

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increase was primarily attributable to increases in the operating costs in our Content and Mobile segments. Operating costs as a percentage of revenue increased to 46.0% for the three months ended March 31, 2008, from 44.0% for the same period in 2007 due to increased programming costs in our Content segment following the launch of our new Virgin 1 channel, and increased costs relating to higher handset volumes along with increased interconnect costs in our Mobile segment.

        Selling, general and administrative expenses:    For the three months ended March 31, 2008, selling, general and administrative expenses decreased by 18.6% to £217.2 million from £266.9 million for the three months ended March 31, 2007. This decrease was primarily attributable to a reduction in costs in relation to marketing and our rebrand to Virgin Media in 2007 along with lower employee related costs including reduced share based compensation expense.

Other charges

        Other charges of £4.6 million in the three months ended March 31, 2008, related primarily to an increase in our accrual for lease exit costs in relation to changes in U.K. property tax rates which was offset by decreases as a result of the surrender or sub-lease of a number of lease contracts. Other charges of £11.6 million for the three months ended March 31, 2007 related primarily to lease exit costs and involuntary employee termination costs in connection with our restructuring programs initiated in respect of the reverse acquisition of Telewest.

Depreciation expense

        Depreciation expense of £231.5 million for the three months ended March 31, 2008, remained broadly at the same level as for the three months ended March 31, 2007. Increases in depreciation expense in respect of purchases of new fixed assets and changes in the useful economic lives of certain asset categories with effect from January 1, 2008 were offset by reductions in depreciation expense as a result of fixed assets becoming fully depreciated.

Amortization expense

        For the three months ended March 31, 2008, amortization expense increased to £92.7 million from £77.3 million for the three months ended March 31, 2007. The increase in amortization expense related to the reduction in the remaining useful economic life of certain intangible assets effective from January 1, 2008.

Interest income and other, net

        For the three months ended March 31, 2008, interest income and other decreased to £6.3 million from £7.0 million for the three months ended March 31, 2007, primarily as a result of lower cash and cash equivalents throughout the period as compared to the same period in 2007 partially offset by higher interest rates.

Interest expense

        For the three months ended March 31, 2008, interest expense increased to £123.4 million from £118.5 million for the three months ended March 31, 2007, primarily as a result of the increasing costs on the variable portion of our debt in the three months ended March 31, 2008.

        We paid cash interest of £142.1 million for the three months ended March 31, 2008, and £155.0 million for the three months ended March 31, 2007. The decrease in cash interest payments was primarily due to differences in the timing of interest payments on our senior credit facility.

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Gains (losses) on derivative instruments

        Gains on derivative instruments of £33.4 million in the three months ended March 31, 2008 mainly related to the recognition of favorable mark to market changes in the valuation of euro denominated derivative instruments that are not designated as accounting hedges. The losses on derivative instruments of £0.5 million in the three months ended March 31, 2007 mainly related to unfavorable movements in the fair value of sterling interest rate swaps.

Foreign currency (losses) gains

        The foreign currency losses of £28.4 million in the three months ended March 31, 2008 were largely comprised of unrealized losses resulting from unfavorable exchange rate movements on our euro denominated debt. The foreign currency gains of £3.3 million in the three months ended March 31, 2007 were largely comprised of gains resulting from favorable exchange rate movements, principally on U.S. dollar transactions.

Income tax expense

        For the three months ended March 31, 2008 there was an income tax benefit of £7.3 million as compared with an income tax expense of £3.5 million for the same period in 2007. The income tax benefit for the three months ended March 31, 2008 was comprised of current federal tax expense of £0.2 million, deferred federal tax expense of £3.3 million, a U.K. current tax benefit of £1.3 million and a U.K. deferred tax benefit of £9.5 million. The U.K. current tax benefit related to amounts receivable in respect of the sale of U.K. tax losses to an equity-method investee. The U.K. deferred tax benefit related to the recognition of deferred tax assets, which offset deferred tax liabilities related to amounts recognized in the statement of other comprehensive income. The income tax expense for the three months ended March 31, 2007 was comprised of current federal tax expense of £0.3 million, a U.S. state and local tax benefit of £0.6 million, deferred federal tax expense of £5.1 million and a U.K. current tax benefit of £1.3 million. The U.K. current tax benefit related to amounts receivable in respect of the sale of U.K. tax losses to an equity-method investee.

Net loss

        For the three months ended March 31, 2008, net loss decreased to £104.4 million compared with a net loss of £120.3 million for the same period in 2007 due to the factors discussed above.

Net loss per share

        Basic and diluted net loss per common share for the three months ended March 31, 2008 was £0.32 compared to £0.37 for the three months ended March 31, 2007. Basic and diluted net loss per share is computed using a weighted average of 327.8 million shares outstanding in the three months ended March 31, 2008 and a weighted average of 324.2 million shares outstanding for the same period in 2007. Options and warrants to purchase shares along with shares of restricted stock held in escrow outstanding at March 31, 2008 and March 31, 2007 are excluded from the calculation of diluted net loss per share, since the inclusion of such options, warrants and restricted stock are anti-dilutive.

Segmental Results of Operations for the Three Months Ended March 31, 2008 and 2007

        A description of the products and services, as well as year-to-date financial data, for each segment can be found in note 9 to Virgin Media's condensed consolidated financial statements.

        The reportable segments disclosed in this Form 10-Q are based on our management organizational structure as of March 31, 2008. Future changes to this organizational structure may result in changes to the reportable segments disclosed.

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        Segment operating income before depreciation, amortization and other charges, which we refer to as Segment OCF, is management's measure of segment profit as permitted under FAS 131, Disclosures about Segments of an Enterprise and Related Information. Our management, including our chief executive officer who is our chief operating decision maker, considers Segment OCF as an important indicator of the operational strength and performance of our segments. Segment 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 Segment OCF as management believes they are not characteristic of our underlying business operations.

Cable Segment

        The summary combined results of operations of our Cable segment for the three months ended March 31, 2008 and 2007 were as follows (in millions):

	Three months ended March 31,
	2008			2007
Revenue	£	778.9		£	800.3
Inter segment revenue		0.7			0.9
Segment OCF		301.9			266.8
Depreciation, amortization and other charges		(298.8	)		(295.5	)
Operating income (loss)	£	3.1		£	(28.7	)

Revenue

        Our Cable segment revenue by customer type for the three months ended March 31, 2008 and 2007 was as follows (in millions):

		Three months ended March 31,
		2008		2007		Increase/ (Decrease)
Revenue:
	Consumer	£	618.2	£	637.3	(3.0	)%
	Business		160.7		163.0	(1.4	)%
Total revenue		£	778.9	£	800.3	(2.7	)%

        Consumer:    For the three months ended March 31, 2008, revenue from residential customers decreased by 3.0% to £618.2 million from £637.3 million for the three months ended March 31, 2007. This decrease was primarily due to higher price discounting to stimulate customer activity and retention in light of competitive factors in the marketplace, particularly relating to steps taken to increase the alignment of the prices paid by our existing customers with the prices paid by new customers. Partially offsetting these decreases were increases in revenue from selective telephony price rises as well as from additional customers subscribing to our broadband and television services.

        Cable ARPU decreased to £41.91 for the three months ended March 31, 2008 from £42.75 for the three months ended March 31, 2007. The decrease in Cable ARPU was primarily due to higher price discounting as discussed above. The decline has been mitigated by our focus on acquiring new bundled customers and cross-selling and up-selling to existing customers. Our focus on acquiring new bundled customers and on cross-selling to existing customers is shown by Cable Revenue Generating Units, or Cable RGUs, per customer increasing to 2.32 at March 31, 2008 from 2.20 at March 31, 2007 and by triple-play penetration growing to 51.3% at March 31, 2008 from 42.9% at March 31, 2007. A triple-play customer is a customer who subscribes to our television, broadband and fixed line telephone services.

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Business:

        Business revenue was comprised of (in millions):

			Three months ended March 31,
			2008		2007		Increase/ (Decrease)
Revenue:
	Retail:
		Voice	£	50.2	£	56.4	(11.0	)%
		Data		45.0		41.2	9.2	%
		Other		18.6		14.9	24.8	%
				113.8		112.5	1.2	%
	Wholesale:			46.9		50.5	(7.1	)%
Total revenue			£	160.7	£	163.0	(1.4	)%

        For the three months ended March 31, 2008, revenue from business customers decreased by 1.4% to £160.7 million from £163.0 million for the three months ended March 31, 2007. This decrease was attributable to declines in wholesale and telephony voice revenues, partially offset by growth in retail data and other revenues. Retail data revenues represented 39.5% of the retail business revenues for the three months ended March 31, 2008 compared with 36.6% for the three months ended March 31, 2007.

        Other retail revenue in the three months ended March 31, 2008 was £18.6 million compared to £14.9 million in the three months ended March 31, 2007. 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 Heathrow airport's new Terminal 5 which contributed £9.7 million of revenue in the three months ended March 31, 2008 compared to £4.7 million in the same period last year

Cable segment OCF

        For the three months ended March 31, 2008, Cable segment OCF increased to £301.9 million from £266.8 million for the three months ended March 31, 2007. The increase is partly due to savings in the three months ended March 31, 2008 made in selling, general and administrative expenses as a result of a reduction in costs in relation to marketing and our rebrand to Virgin Media in 2007 along with lower employee related costs including reduced share based compensation expense, together with lower direct operating costs as a result of lower revenues. Partially offsetting these savings was lower consumer revenue as a result of higher price discounting, lower subscriber numbers and the decline in revenue from business customers, as described above.

Summary Cable Statistics

        Selected statistics for our residential cable customers, excluding customers off our cable network and Virgin Mobile customers, for the three months ended March 31, 2008 as well as the four prior quarters, are set forth in the table below. The total number of cable customers directly connected to our network fell by 117,200 during the six months ended June 30, 2007, partly as a result of the increased competition in the market place together with the removal of BSkyB's basic channels from our platform. The total number of cable customers increased by 42,300 in the three subsequent quarters, reflecting our focus on reducing customer churn during these periods, particularly in the three months ended December 31, 2007 and March 31, 2008 during which our average monthly churn fell to

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1.4% and 1.2%, respectively. The total number of Cable RGU's grew to 11,077,600 at March 31, 2008 from 10,587,000 at March 31, 2007, representing a net increase in RGUs of 490,600.

	Three months ended
	March 31, 2008			December 31, 2007			September 30, 2007			June 30, 2007			March 31, 2007
Opening customers		4,774,700			4,750,300			4,737,300			4,807,600			4,854,500
Customer additions		181,400			225,100			256,500			191,900			184,300
Customer disconnects		(176,500	)		(200,700	)		(243,500	)		(262,200	)		(231,200	)
Net customer movement		4,900			24,400			13,000			(70,300	)		(46,900	)
Closing customers		4,779,600			4,774,700			4,750,300			4,737,300			4,807,600
Cable churn(1)		1.2	%		1.4	%		1.7	%		1.8	%		1.6	%
Cable Revenue Generating Units(2)(3)
Television		3,514,900			3,478,100			3,417,000			3,396,600			3,390,000
DTV (included in Television)		3,311,400			3,253,500			3,167,000			3,125,300			3,081,100
Telephone		4,060,400			4,031,400			3,992,500			3,993,800			4,050,600
Broadband		3,502,300			3,413,900			3,307,700			3,191,900			3,146,400
Total Cable Revenue Generating Units		11,077,600			10,923,400			10,717,200			10,582,300			10,587,000
Cable RGU/Customer		2.32	x		2.29	x		2.26	x		2.23	x		2.20	x
Triple-play penetration		51.3	%		49.5	%		47.0	%		45.2	%		42.9	%
Cable Average Revenue Per User(4)	£	41.91		£	42.24		£	41.55		£	42.16		£	42.75
Cable ARPU calculation:
On-net Cable revenues (millions)	£	601.0		£	604.7		£	590.5		£	603.1		£	620.0
Average customers		4,780,200			4,771,700			4,737,100			4,768,000			4,834,900

(1)

Customer churn is calculated by taking the total disconnects during the month and dividing them by the average number of customers during the month. Average monthly churn during a quarter is the average of the three monthly churn calculations within the quarter.

(2)

Each telephone, television and broadband internet subscriber directly connected to our network counts as one RGU. Accordingly, a subscriber who receives both telephone and television service counts as two RGUs. RGUs may include subscribers receiving some services for free or at a reduced rate in connection with promotional offers.

(3)

Data cleanse activity in the second quarter of 2007 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.

(4)

The monthly cable average revenue per user, or Cable 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.

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        Selected statistics for our residential customers that are not connected directly through our cable network are set forth in the table below.

	Three months ended
	March 31, 2008	December 31, 2007	September 30, 2007	June 30, 2007	March 31, 2007
Broadband RGUs	279,500	287,300	282,300	275,200	270,500
Telephone RGUs	102,400	103,900	90,500	75,500	65,100

        Broadband RGUs and telephone RGUs above declined by 7,800 and 1,500, respectively, during the three months ended March 31, 2008. The primary reason for these declines was the disconnection of "Freedom" subscribers. Freedom was one of the brand names under which we marketed broadband and telephone products not directly connected through our cable network. We have been migrating Freedom subscribers to our current products over recent quarters but, due to changes in our billing platforms and the cost associated with continuing to support the Freedom billing platform, we disconnected the final 12,400 broadband subscribers and 20,200 telephony subscribers during the three months ended March 31, 2008.

Mobile Segment

        The summary combined results of operations of our Mobile segment for the three months ended March 31, 2008 and 2007 were as follows (in millions):

	Three months ended March 31
	2008			2007
Revenue	£	139.5		£	141.0
Segment OCF		17.2			26.7
Depreciation, amortization and other charges		(25.5	)		(21.4	)
Operating (loss) income	£	(8.3	)	£	5.3

Revenue

        Our Mobile segment revenue for the three months ended March 31, 2008 and 2007 was comprised of (in millions):

		Three months ended March 31,
		2008		2007		Increase/ (Decrease)
Revenue:
	Service	£	134.5	£	136.0	(1.1	)%
	Equipment(1)		5.0		5.0	—	%
Total revenue		£	139.5	£	141.0	(1.1	)%

(1)

Equipment revenue is stated net of discounts earned through service usage.

        For the three months ended March 31, 2008, revenue decreased to £139.5 million from £141.0 million for the three months ended March 31, 2007. The decrease was primarily attributable to lower service revenues as a result of higher prepay churn and lower Mobile ARPU.

        Mobile ARPU decreased slightly to £10.04 for the three months ended March 31, 2008 from £10.07 for the three months ended March 31, 2007. The decrease was primarily due to lower prepay usage, mainly due to increased competition.

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Mobile segment OCF

        For the three months ended March 31, 2008, Mobile segment OCF was £17.2 million compared with £26.7 million for the three months ended March 31, 2007. This decrease was due primarily to increased equipment costs related to higher handset volumes and increased interconnect costs due to increases in "in bundle" text and minute volumes.

Summary Mobile Statistics

        Selected statistics for Virgin Mobile are set forth in the table below. Between March 31, 2008 and March 31, 2007, the number of mobile customers decreased by a net 38,300. Contract customer gains of 189,400 were offset by net losses of 227,700 prepay customers. The growth in contract customers reflects the drive for "quad - play" packages through cross-selling with our Cable segment products. The decline in prepay customers reflects increased competition in the prepay market.

		Three months ended
		March 31, 2008			December 31, 2007		September 30, 2007			June 30, 2007			March 31, 2007
Opening mobile customers(1):
	Prepay		4,115,100			4,102,100		4,115,900			4,215,200			4,330,700
	Contract		376,300			328,800		299,100			246,300			192,100
			4,491,400			4,430,900		4,415,000			4,461,500			4,522,800
Net mobile customer additions:
	Prepay		(127,600	)		13,000		(13,800	)		(99,300	)		(115,500	)
	Contract		59,400			47,500		29,700			52,800			54,200
			(68,200	)		60,500		15,900			(46,500	)		(61,300	)
Closing mobile customers:
	Prepay		3,987,500			4,115,100		4,102,100			4,115,900			4,215,200
	Contract		435,700			376,300		328,800			299,100			246,300
			4,423,200			4,491,400		4,430,900			4,415,000			4,461,500
Mobile average revenue per user(2)		£	10.04		£	10.69	£	11.11		£	10.70		£	10.07
Mobile ARPU calculation:
Mobile service revenue (millions)		£	134.5		£	142.0	£	147.3		£	142.3		£	136.0
Average mobile customers			4,465,200			4,429,200		4,417,900			4,434,700			4,499,300

(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)

Mobile monthly average revenue per user, or Mobile ARPU, is calculated on service revenue for the period, divided by the average number of active customers for the period, divided by three.

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Content Segment

        The summary combined results of operations of our Content segment for the three months ended March 31, 2008 and 2007 were as follows (in millions):

	Three months ended March 31,
	2008			2007
Revenue	£	83.4		£	80.6
Inter segment revenue		6.3			5.9
Segment OCF		5.1			12.2
Depreciation, amortization and other charges		(4.5	)		(4.1	)
Operating income	£	0.6		£	8.1

Revenue

        Our Content segment revenue for the three months ended March 31, 2008 and 2007 was as follows (in millions):

		Three months ended March 31,
		2008		2007		Increase/ (Decrease)
Revenue:
	Virgin Media TV	£	28.4	£	29.3	(3.1	)%
	sit-up		55.0		51.3	7.2	%
Total revenue		£	83.4	£	80.6	3.5	%

        For the three months ended March 31, 2008, revenue in the Content segment increased by 3.5% to £83.4 million from £80.6 million for the three months ended March 31, 2007. This increase was driven primarily by increased retail revenue from our sit-up television channels together with increased advertising revenues from Virgin Media TV, partially offset by the loss of revenue in Virgin Media TV from our program rights licensing business which was disposed of in July 2007.

Content segment OCF

        For the three months ended March 31, 2008, Content segment OCF decreased by 58.2% to £5.1 million from £12.2 million for the three months ended March 31, 2007. The higher Content segment OCF in the three months ended March 31, 2007 was primarily due to an accrual reversal of £7.9 million relating to the settlement of a long-running legal claim.

Television Channel Joint Ventures

        We own 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 and which are carried on Virgin Media's cable platform and also satellite. Some channels are also available on Freeview.

        We account for our interest in UKTV under the equity method and recognized a share of net income of £6.2 million and £7.1 million for the three months ended March 31, 2008, and 2007 respectively. At March 31, 2008, our investment in UKTV was carried on the balance sheet at £376.4 million, which includes an outstanding loan totaling £148.7 million.

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        UKTV receives financing through a loan from Virgin Media, which was £148.7 million at March 31, 2008. This loan effectively acts as a revolving facility for UKTV. We made cash payments to UKTV in the form of loan capital drawdowns of £4.9 million for the three months ended March 31, 2008. We received dividends, interest payments and payment for consortium tax relief from UKTV totaling £5.9 million during the quarter ended March 31, 2008.

Liquidity and Capital Resources

        As of March 31, 2008, we had £6,014.6 million of debt outstanding, compared to £5,958.5 million as of December 31, 2007, and £6,159.3 million as of March 31, 2007, and £282.3 million of cash and cash equivalents, compared to £321.4 million as of December 31, 2007 and £365.1 million as of March 31, 2007. The decrease in debt since March 31, 2007 was primarily attributable to a mandatory prepayment of our senior credit facility of £73.6 million in May 2007 as a result of cash flow generated in 2006, and a voluntary prepayment of £200 million in December 2007 utilizing cash reserves, partially offset by exchange rate movements on our debt denominated in currencies other than the pound sterling. The increase in debt since the year end is primarily the result of changes in foreign exchange rates.

        As discussed in greater detail below, on April 16, 2008 we issued $1.0 billion of 6.5% convertible senior notes and used the net proceeds and cash on hand to repay £504.0 million of our obligations under our senior credit facility that were originally scheduled to be paid in 2009 and 2012. We continue to review the accounting treatment of the senior convertible notes, including the possible requirement to separately account for embedded derivatives.

        Our business is capital intensive and we are highly leveraged. We have significant cash requirements for operating cost, capital expenditure, interest expense and debt amortization requirements. The level of our capital expenditures and operating expenditures are affected by the significant amounts of capital required to connect customers to our network, expand and upgrade our network, offer new services and integrate our billing systems and customer databases. We expect that our cash on hand, together with cash from operations and our undrawn credit facility, will be sufficient for our cash requirements through the next twelve months. However, our cash requirements after the next twelve months may exceed these sources of cash. For instance, debt amortization repayments under our senior credit facility increase significantly in 2010. We believe that we will need to address these scheduled principal payments in part through means other than reliance on cash flow from operations, such as raising additional debt or equity, refinancing our existing facility, possible sales of assets, or other means. We may not be able to obtain financing, or sell assets at all, or on favorable terms, or we may be contractually prevented by the terms of our senior notes or our senior credit facility from incurring additional indebtedness or selling assets.

        Our long term debt is held by Virgin Media Inc. and certain of its subsidiaries that have no independent operations or significant assets other than investments in their respective subsidiaries. As a result, they will depend upon the receipt of sufficient funds from their respective subsidiaries to meet their obligations. In addition, the terms of our existing and future indebtedness and the laws of the jurisdictions under which our subsidiaries are organized limit the payment of dividends, loan repayments and other distributions to them under many circumstances.

        Our debt agreements contain restrictions on our ability to transfer cash between groups of our subsidiaries. As a result of these restrictions, although our overall liquidity may be sufficient to satisfy our obligations, we may be limited by covenants in some of our debt agreements from transferring cash to other subsidiaries that might require funds. In addition, cross default provisions in our other indebtedness may be triggered if we default on any of these debt agreements.

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Consolidated Statement of Cash Flows for the Three Months Ended March 31, 2008 and 2007

        For the three months ended March 31, 2008, cash provided by operating activities increased to £105.3 million from £104.7 million for the three months ended March 31, 2007. For the three months ended March 31, 2008, cash paid for interest, exclusive of amounts capitalized, decreased to £142.1 million from £155.0 million during the same period in 2007. This decrease was primarily due to differences in the timing of interest payments on our senior credit facility.

        For the three months ended March 31, 2008, cash used in investing activities was £129.6 million compared with cash used in investing activities of £147.9 million for the three months ended March 31, 2007. The cash used in investing activities in the three months ended March 31, 2008 and 2007 mainly represented purchases of fixed assets. Purchases of fixed and intangible assets decreased to £125.0 million for the three months ended March 31, 2008 from £152.6 million for the same period in 2007 primarily because of timing of fixed asset purchases along with greater use of finance leases.

        Cash used in financing activities for the three months ended March 31, 2008 was £14.8 million compared to £9.2 million for the three months ended March 31, 2007. Cash used in financing activities for the three months ended March 31, 2008 and 2007 was primarily used for payments on capital leases and dividend payments.

Long Term Debt

Senior Credit Facility

        During 2006, we entered into a senior credit facility in an aggregate principal sterling equivalent amount of £5,275 million, comprising a £3,350 million 5 year amortizing Tranche A term loan facility, a £175 million 5 year amortizing Tranche A1 term loan facility, a £300 million 6¹/2 year bullet Tranche B1 term loan facility, a £351 million 6¹/2 year bullet Tranche B2 term loan facility, a €500 million 6¹/2 year bullet Tranche B3 term loan facility, a $650 million 6¹/2 year bullet Tranche B4 term loan facility, a £300 million 7 year bullet Tranche C term loan facility and a £100 million 5 year multi-currency revolving loan facility.

        In April 2007, we amended the senior credit facility and borrowed an additional £890 million under a 5¹/2 year bullet Tranche B5 term loan facility and a 5¹/2 year Tranche B6 term loan facility. We used the net proceeds to repay some of our obligations under the Tranche A and Tranche A1 term loan facilities. In April 2007, we also amended our senior credit facility to among other things, (i) enable us to issue this £890 million of additional indebtedness, (ii) relax certain of our financial covenants, and (iii) provide us with additional flexibility, including permitting our Board of Directors, if they so determine, to pay increased levels of dividends on our common stock.

        As adjusted to give proforma effect to the convertible note financing in April 2008 as described below, the principal payments on our senior credit facility are scheduled as follows (in millions):

Date	Amount
September 30, 2009	4.1
March 31, 2010	526.3
September 30, 2010	579.4
March 3, 2011	966.0
September 3, 2012	1,951.1
March 3, 2013	300.0

        The senior credit facility (other than for Tranche C) has the benefit of a full and unconditional senior secured guarantee from Virgin Media Finance PLC as well as first priority pledges of the shares and assets of substantially all of the operating subsidiaries of Virgin Media Investment Holdings Limited, or VMIH, and of receivables arising under any intercompany loans to those subsidiaries. The

43

senior secured guarantee of Virgin Media Finance PLC is secured by a first priority pledge of the entire capital stock of VMIH and the receivables under any intercompany loans from Virgin Media Finance PLC to VMIH. The guarantee of Tranche C of the senior credit facility will share in the security of Virgin Media Finance PLC granted to the senior credit facility, but will receive proceeds only after the other tranches and will not benefit from guarantees or security granted by other members of the group.

        The annual rate of interest payable under our senior credit facility is the sum of (i) the London Intrabank Offer Rate (LIBOR), US LIBOR or European Intrabank Offer Rate (EURIBOR), as applicable, plus (ii) the applicable interest margin and the applicable cost of complying with any reserve requirement.

        The applicable interest margin for Tranche A, A1 and the revolving facility depends upon the net leverage ratio then in effect as set forth below:

Leverage Ratio	Margin
Less than 3.00:1	1.250	%
Greater than or equal to 3.00:1 but less than 3.40:1	1.375	%
Greater than or equal to 3.40:1 but less than 3.80:1	1.500	%
Greater than or equal to 3.80:1 but less than 4.20:1	1.625	%
Greater than or equal to 4.20:1 but less than 4.50:1	1.750	%
Greater than or equal to 4.50:1 but less than 4.80:1	1.875	%
Greater than or equal to 4.80:1 but less than 5.00:1	2.125	%
Greater than or equal to 5.00:1	2.250	%

        The applicable interest margins for Tranche B and Tranche C are as follows:

Facility	Margin
B1	2.125	%
B2	2.125	%
B3	2.000	%
B4	2.000	%
B5	2.125	%
B6	2.125	%
C	2.750	%

Senior Notes

        On July 25, 2006, Virgin Media Finance PLC issued U.S. dollar denominated 9.125% senior notes due 2016 with a principal amount outstanding of $550 million. The senior notes due 2016 are unsecured senior obligations of Virgin Media Finance PLC and rank pari passu with Virgin Media Finance's outstanding senior notes due 2014. The senior notes due 2016 bear interest at an annual rate of 9.125% payable on February 15 and August 15 of each year, beginning February 15, 2007. The senior notes due 2016 mature on August 15, 2016 and are guaranteed by Virgin Media, Virgin Media Group LLC, VMIH and certain other intermediate holding companies of Virgin Media.

        The U.S. dollar denominated 8.75% senior notes due 2014 were issued by Virgin Media Finance PLC on April 13, 2004 and have a principal amount outstanding of $425 million. The sterling denominated 9.75% senior notes due 2014 were issued by Virgin Media Finance PLC on April 13, 2004 and have a principal amount outstanding of £375 million. The euro denominated 8.75% senior notes due 2014 were issued by Virgin Media Finance PLC on April 13, 2004 and have a principal amount outstanding of €225 million. The senior notes due 2014 mature on April 15, 2014 and are guaranteed

44

by Virgin Media, Virgin Media Group LLC, VMIH and certain of the intermediate holding companies in the group.

Convertible Notes

        On April 16, 2008, Virgin Media Inc. issued U.S. dollar denominated 6.5% convertible senior notes due 2016 with a principal amount outstanding of $1.0 billion. The convertible notes are unsecured senior obligations of Virgin Media Inc. The convertible notes bear interest at an annual rate of 6.5% payable semi-annually on May 15 and November 15 of each year, beginning November 15, 2008. The convertible notes mature on November 15, 2016 and may not be redeemed by us prior to their maturity date. Holders may convert their notes, at their option, prior to August 15, 2016 only under certain circumstances and may convert their notes at any time on or after August 15, 2016 through the second scheduled trading date preceding the maturity date. The initial conversion rate is equal to 52.0291 shares of Virgin Media Inc.'s common stock per $1,000 of convertible notes, which represents an initial conversion price of approximately $19.22 per share of common stock. The conversion rate will be subject to adjustment for stock splits, stock dividends, cash dividends in excess of certain thresholds, stock repurchases where the price exceeds market values, and certain other events. Upon conversion, we may settle in cash, shares of common stock or a combination of cash and shares of our common stock. The holders of the convertible notes may elect: (i) in the case of a make-whole fundamental change (as defined in the indenture governing the convertible notes) to convert the notes prior to the effective time of such change, in which case the conversion rate will be increased as provided by a formula set forth in the indenture governing the convertible notes; or (ii) upon the effective time of any fundamental change (as defined in the indenture), to require us to repurchase the convertible notes at their principal amount plus accrued but unpaid interest.

Restrictions under our Existing Debt Agreements

        The agreements governing the senior notes and the senior credit facility significantly, and in some cases, absolutely, restrict our ability and the ability of most of our subsidiaries to:

•

incur or guarantee additional indebtedness;



•

pay dividends or make other distributions, or redeem or repurchase equity interests or subordinated obligations;



•

make investments;



•

sell assets, including the capital stock of subsidiaries;



•

enter into sale and leaseback transactions or certain vendor financing arrangements;



•

create liens;



•

enter into agreements that restrict the restricted subsidiaries' ability to pay dividends, transfer assets or make intercompany loans;



•

merge or consolidate or transfer all or substantially all of their assets; and



•

enter into transactions with affiliates.

        We are also subject to financial maintenance covenants under our senior credit facility. These covenants require us to meet financial covenants on a quarterly basis and the required levels increase over time. As a result, we will need to continue to improve our operating performance over the next several years to meet these levels. Failure to meet these covenant levels would result in a default under our senior credit facility.

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Debt Ratings

        To access public debt capital markets, we rely on credit rating agencies to assign corporate credit ratings. A rating is not a recommendation by the rating agency to buy, sell or hold our securities. A credit rating agency may change or withdraw our ratings based on its assessment of our current and future ability to meet interest and principal repayment obligations. Lower credit ratings generally result in higher borrowing costs and reduced access to debt capital markets. The corporate debt ratings and outlook currently assigned by the rating agencies engaged by us are as follows:

	Corporate Rating	Outlook
Moody's Investors Service Inc.	Ba3	Negative
Standard & Poor's	B+	Stable

Cash Dividends

        During the year ended December 31, 2007 and the three months ended March 31, 2008, we paid the following dividends:

Board Declaration Date	Per Share Dividend		Record Date	Payment Date	Total Amount
					(in millions)
Year ended December 31, 2007:
February 27, 2007	$	0.02	March 12, 2007	March 20, 2007	£	3.3
May 16, 2007		0.03	June 12, 2007	June 20, 2007		5.0
August 15, 2007		0.04	September 12, 2007	September 20, 2007		6.5
November 27, 2007		0.04	December 12, 2007	December 20, 2007		6.4
Three months ended March 31, 2008:
February 6, 2008	$	0.04	March 12, 2008	March 20, 2008	£	6.6

        Future payments of regular quarterly dividends by us are at the discretion of the Board of Directors and will be subject to our future needs and uses of cash, which could include investments in operations, the repayment of debt, and share repurchase programs. In addition, the terms of our and our subsidiaries' existing and future indebtedness and the laws of jurisdictions under which those subsidiaries are organized limit the payment of dividends, loan repayments and other distributions to us under many circumstances.

Off-Balance Sheet Arrangements

        As of March 31, 2008 and March 31, 2007, we had no off-balance sheet arrangements.

Contractual Obligations and Commercial Commitments

        There have been no material changes in the three months ending March 31, 2008 to the information required under this Item from what was disclosed in our Annual Report on Form 10-K for the year ended December 31, 2007 as filed with the SEC on February 29, 2008, as amended. Subsequent to March 31, 2008, we issued convertible senior notes and made repayments on our senior credit facility as discussed under Long Term Debt.

ITEM 3.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

        There have been no material changes in the three months ending March 31, 2008 to the information required under this Item from what was disclosed in our Annual Report on Form 10-K for the year ended December 31, 2007 as filed with the SEC on February 29, 2008, as amended.

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ITEM 4.    CONTROLS AND PROCEDURES

(a)

Disclosure Controls and Procedures

        Our management, with the participation of our principal executive officer and principal financial officer, has evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, which we refer to as the Exchange Act) as of the end of the period covered by this report. Based on this evaluation, our principal executive officer and principal financial officer have concluded that, as of the end of such period, these controls and procedures are effective to ensure that information required to be disclosed by the registrant in the reports the registrant files or submits under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission's rules and forms. These disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by the registrant in the reports that it files or submits is accumulated and communicated to the registrant's management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

(b)

Changes in Internal Control Over Financial Reporting

        On March 3, 2006, we completed the reverse acquisition of Telewest and on July 4, 2006, we completed the acquisition of Virgin Mobile. As a consequence of our integration of these acquisitions, we have made and expect to make further material changes to our internal control over financial reporting. Other than as stated above, there were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the first fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II—OTHER INFORMATION

ITEM 1.    LEGAL PROCEEDINGS

        We are involved in disputes and litigation arising in the ordinary course of our business. We are also involved in various disputes and legal proceedings, none of which is a material pending legal proceeding that exclusive of interest and costs, is anticipated to exceed 10% of our and our subsidiaries' current assets on a consolidated basis, or is otherwise reportable in response to this item.

ITEM 1A:    RISK FACTORS

        There have been no material changes in the risk factors discussed under "Risk Factors" and elsewhere in our Form 10-K for the year ended December 31, 2007 as filed with the SEC on February 29, 2008, as amended, except for the following additional risk factor.

Conversion of the convertible notes will dilute the ownership interest of existing stockholders

        Any issuance by us of our common stock upon conversion of the convertible notes will dilute the equity ownership interest of existing stockholders, including holders who have received shares of our common stock upon prior conversion of the convertible notes. Additionally, the convertible notes include anti-dilution and "make-whole" premium provisions that, if triggered, would result in an increase in the number of shares of our common stock issuable upon conversion of the convertible notes. Conversion of the convertible notes in circumstances where these provisions have operated could have a significantly greater dilutive effect.

        Sales in the public market of the common stock issued upon conversion could adversely affect prevailing market prices of our common stock. In addition, the existence of the convertible notes may encourage short selling by market participants.

ITEM 2.    UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

(c)

Purchases of Equity Securities by the Issuer

Period	(a) Total Number of Shares (or Units) Purchased(1)	(b) Average Price Paid per Share (or Unit)(2)		(c) Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs	(d) Maximum Number (or Approximate Dollar Value of Shares (or Units) That May Yet Be Purchased Under the Plans or Programs
March 1 - March 31, 2008	17,084	$	13.55	—	$	—
Total	17,084		13.55	—		—

(1)

In March, 2007, we adopted a net issuance policy to permit the net issuance of restricted stock to, and the net issuance exercise of our stock options by, a director or employee in specified circumstances. In a net issuance transaction, we withhold sufficient shares to satisfy the withholding taxes triggered upon the vesting of restricted stock or to satisfy the payment of the exercise price for options. This type of transaction is treated for accounting purposes effectively as the purchase of stock by the Company and an immediate cancellation of treasury stock.

(2)

Based on the mid-market share price of our common stock on the date of the net issuance transaction.

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ITEM 3.    DEFAULTS UPON SENIOR SECURITIES

        None.

ITEM 4.    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

        No matters were submitted to a vote of our security holders in the quarter ended March 31, 2008.

ITEM 5.    OTHER INFORMATION

        None

ITEM 6.    EXHIBITS

Exhibit No.
3.1	Second restated certificate of incorporation of Virgin Media Inc. (Incorporated by reference to Exhibit 3.1 to the Annual Report on Form 10-K of Virgin Media Inc. as filed with the Securities and Exchange Commission on March 1, 2007).
3.2	Restated by-laws of Virgin Media Inc. (Incorporated by reference to Exhibit 3.2 to the Annual Report on Form 10-K of Virgin Media Inc. as filed with the Securities and Exchange Commission on March 1, 2007).
4.1	Indenture for 6.50% Convertible Senior Notes due 2016, dated as of April 16, 2008, between Virgin Media Inc. and The Bank of New York, as trustee (including form of 6.50% Convertible Senior Note due 2016) (Incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K of Virgin Media Inc. as filed with the Securities and Exchange Commission on April 16, 2008).
4.2	Registration Rights Agreement for 6.50% Convertible Senior Notes due 2016, dated as of April 16, 2008, between Virgin Media Inc. and Goldman, Sachs & Co., Deutsche Bank Securities Inc. and J.P. Morgan Securities Inc. (Incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K of Virgin Media Inc. as filed with the Securities and Exchange Commission on April 16, 2008).
10.1	Form of Restricted Stock Unit Agreement used for grants by Virgin Media Inc. to its executive officers pursuant to the 2008-2010 long-term incentive plan (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Virgin Media Inc. as filed with the Securities and Exchange Commission on April 16, 2008).
10.2*	Service Agreement, dated as of March 13, 2008, between Virgin Media Limited and Andrew Barron.
10.3*	Restricted Stock Agreement, dated as of April 30, 2008, between Virgin Media Inc. and James Mooney.
10.4*	Description of the Virgin Media Inc. 2008 Bonus Scheme.
10.5*	Description of the 2008-2010 Virgin Media Inc. Long Term Incentive Plan.
31.1*	Certification of Chief Executive Officer, pursuant to Rule 13(a)-14(a) and Rule 15d-14(a) of the Exchange Act.
31.2*	Certification of Senior Vice President—Finance, pursuant to Rule 13(a)-14(a) and Rule 15d-14(a) of the Exchange Act.

49

32.1*	Certifications of Chief Executive Officer and Senior Vice President—Finance Pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002.
99.1	Description of the 6.50% Convertible Senior Notes due 2016 (Incorporated by reference to Exhibit 99.2 to the Current Report on Form 8-K of Virgin Media Inc. as filed with the Securities and Exchange Commission on April 16, 2008).
99.2*	Description of the Common Stock.

*

Filed herewith.

50

SIGNATURES

        Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned thereunto duly authorized.

	VIRGIN MEDIA INC.
Date: May 8, 2008	By:	/s/  NEIL BERKETT
		Neil Berkett Chief Executive Officer
Date: May 8, 2008	By:	/s/  CHARLES K. GALLAGHER
		Charles K. Gallagher Senior Vice President—Finance
	VIRGIN MEDIA INVESTMENT HOLDINGS LIMITED
Date: May 8, 2008	By:	/s/  NEIL BERKETT
		Neil Berkett Chief Executive Officer
Date: May 8, 2008	By:	/s/  CHARLES K. GALLAGHER
		Charles K. Gallagher Senior Vice President—Finance

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QuickLinks

VIRGIN MEDIA INC. FORM 10-Q QUARTER ENDED MARCH 31, 2008 INDEX
PART I—FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

VIRGIN MEDIA INC. CONDENSED CONSOLIDATED BALANCE SHEETS (in millions) (except par value)
VIRGIN MEDIA INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited) (in millions, except per share data)
VIRGIN MEDIA INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) (in millions)
VIRGIN MEDIA INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
VIRGIN MEDIA INVESTMENT HOLDINGS LIMITED CONDENSED CONSOLIDATED BALANCE SHEETS (in millions, except par value)
VIRGIN MEDIA INVESTMENT HOLDINGS LIMITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited) (in millions)
VIRGIN MEDIA INVESTMENT HOLDINGS LIMITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) (in millions)
VIRGIN MEDIA INVESTMENT HOLDINGS LIMITED NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
ITEM 4. CONTROLS AND PROCEDURES

PART II—OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS
ITEM 1A: RISK FACTORS
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
ITEM 5. OTHER INFORMATION
ITEM 6. EXHIBITS

SIGNATURES

EX-10.2

Exhibit 10.2

DATED 13 March 2008

VIRGIN MEDIA LIMITED

and

Andrew Barron

SERVICE AGREEMENT

Virgin Media Limited

160 Great Portland Street

London

W1W 5QA

CONTENTS

Clause		Page
1	DEFINITIONS AND INTERPRETATION	1
2	TERM OF EMPLOYMENT	2
3	DUTIES	2
4	HOURS OF WORK	3
5	GRATUITIES	3
6.	CODES OF CONDUCT	3
7.	REMUNERATION	4
8	PENSION SCHEME	5
9	OTHER BENEFITS	5
10	COMPANY CAR/CAR ALLOWANCE	6
11	EXPENSES	7
12	ANNUAL LEAVE	7
13	ILLNESS	7
14	RESTRICTIONS DURING EMPLOYMENT	8
15	INTELLECTUAL PROPERTY	8
16	CONFIDENTIALITY	9
17	DATA PROTECTION	10
18	DEDUCTIONS FROM SALARY	10
19	HEALTH AND SAFETY	11
20	ENTITLEMENT TO WORK IN THE UK	11
21	MONITORING	11
22	TERMINATION OF EMPLOYMENT	11
23	SUSPENSION	13
24	TERMINATION AND RETURN OF COMPANY PROPERTY	14
25	RECONSTRUCTION OR AMALGAMATION	14
26	RESTRICTIONS	16
27	SEVERABILITY	17
28	THIRD PARTIES	18
29	NOTICES	18
30	STATUTORY INFORMATION	18

i

31	MISCELLANEOUS	10
32	CHANGES TO TERMS AND CONDITIONS	19
SCHEDULE 1		10
Options to purchase common stock of Virgin Media Inc.
SCHEDULE 2		21
Statement Of Particulars Pursuant To The Employment Rights Act 1996
SCHEDULE 3		22
Certificate of Compliance

ii

THIS DEED is made on 13 March 2008

BETWEEN:

(1)Virgin Media Limited whose registered office is at 160 Great Portland Street, London, W1W 5QA (the “Company”); and

(2)Andrew Barron (the “Executive”).

recital

The Company shall employ the Executive and the Executive shall serve the Company as Managing Director, Strategy of the Company on the following terms and subject to the following conditions (the “Agreement”):

NOW THIS DEED WITNESSES:

1DEFINITIONS AND INTERPRETATION

1.1In this Agreement unless the context otherwise requires the following expressions shall have the following meanings:

“Garden Leave”

any period during which the Company has exercised its rights under clause 23.2

“Group”

the Company, its holding company (as defined in Section 736 of the Companies Act 1985) (including, without limitation, Virgin Media Inc.) and its group undertakings (as defined in Sections 258 and 259 of the Companies Act 1985) from time to time and “Group Company” means any one of them; and

1.2Any reference to a statutory provision shall be deemed to include a reference to any statutory modification or re-enactment of it.

1.3The headings in this Agreement are for convenience only and shall not affect its construction or interpretation.

1.4References in this Agreement to a person include a body corporate and an incorporated association of persons and references to a company include any body corporate.

1.5Where appropriate, references to the Executive include his personal representatives.

1

2TERM OF EMPLOYMENT

2.1The employment of the Executive shall be deemed to have commenced on 17 March 2008 and (subject to termination as provided below) shall be for an indefinite period terminable by either party giving to the other:

2.1.16 months notice in writing if such notice is given by either party on or before 25 September 2008; or

2.1.212 months notice in writing if such notice is given by either party at any time after 25 September 2008.

2.2Notwithstanding clause 2.1 above the employment of the Executive shall terminate on the day when the Executive reaches age 65.

2.3The Executive represents and warrants that he is not bound by or subject to any contract, court order, agreement, arrangement or undertaking which in any way restricts or prohibits him from entering into this Agreement or performing his duties under it.

3DUTIES

3.1The Executive shall during his employment under this Agreement:

3.1.1perform the duties and exercise the powers which the Chief Executive Officer may from time to time properly assign to him in his capacity as Managing Director, Strategy or in connection with the conduct and management of the Group (including serving on the board of such Group Company or on any other executive body or any committee of such a company);

3.1.2report directly to the Chief Executive Officer or Acting Chief Executive Officer of the Group;

3.1.3do all in his power to promote, develop and protect the business of the Group and at all times and in all respects conform to and comply with the proper and reasonable directions and regulations of the Group;

3.1.4devote the whole of his working time and attention to the duties assigned to him;

3.1.5faithfully and diligently serve the Group;

3.1.6act in the best interests of the Group;

3.1.7comply with his fiduciary duties;

3.1.8not enter into any arrangement on behalf of any Group Company which is outside its normal course of business or his normal duties or which contains unusual or onerous terms; and

2

3.1.9report the wrongdoing (for example acts of misconduct, dishonesty, breaches of contract, fiduciary duty, company rules or the rules of the relevant regulatory bodies) whether committed, contemplated or discussed by any other director or member of staff of any Group Company of which the Executive was aware to the General Counsel and Chief Executive Officer immediately, irrespective of whether this may involve some degree of self incrimination.

3.2The Executive shall give such information regarding the affairs of the Group as senior management shall require, and in any event, report regularly and keep senior management informed.

3.3The Executive’s normal place of work will be Bartley Wood Business Park, Bartley Way, Hook, RG27 9UP and 160 Great Portland Street, London, W1W 5QA. The Executive agrees that he may however work in any place within the United Kingdom, which the Company may reasonably require and he may be required to travel abroad when required by the Group for the proper performance of his duties.

4HOURS OF WORK

4.1The Executive will comply with the Group's normal hours of work and will also work such additional hours as are reasonably necessary to perform his duties. He will not receive any further remuneration for any hours worked in addition to the normal working hours.

4.2The Executive agrees that the performance of his duties pursuant to this Agreement may require him to work more than 48 hours per week and consents to opt out of that part of the Working Time Regulations 1998 which limits the working week to a maximum of 48 hours averaged over 17 weeks. The Executive may withdraw this consent to work more than 48 hours per week by giving not less than three months' notice to the General Counsel or Managing Director, HR.

5GRATUITIES

5.1The Executive shall not directly or indirectly accept any commission, rebate, discount or gratuity in cash or in kind from any person who has or is having or is likely to have a business relationship with any Group Company unless the gratuity is of minimal value and only made on an occasional basis.

5.2Notwithstanding clause 5.1 above, the Executive shall register any such gratuity on the Gifts and Hospitality Register, whether or not any such gift or hospitality is accepted. Details of the Gifts and Hospitality Register are available from Human Resources or via the Group Risk and Human Resources intranet sites.

6CODES OF CONDUCT

6.1The Executive shall comply (and procure that his spouse and minor children shall comply) with all applicable rules and regulations of the NASDAQ Exchange and the laws of the United States of America applicable to any Group Company, including without limitation the regulations of the U.S. Securities and Exchange Commission,

3

and any other codes, rules or regulations of any other relevant regulatory authority in the UK, USA or any other relevant jurisdiction from time to time in relation to the holding or trading of shares, debentures or other securities.

6.2The Executive shall comply with any Codes of Conduct of the Group (including but not limited to the Group’s Code of Conduct together with the Code of Ethics for Principle Executive and Senior Officers of Virgin Media Inc. and the Group's Insider Trading Policy) from time to time in force and any other relevant regulatory authority. The Company may require from time to time questionnaires or other forms to be completed by the Executive in connection with these Codes of Conduct and other policies; the Executive agrees to complete these forms in a timely fashion.

6.3The Executive shall sign the Group’s Certificate of Compliance in relation to any such codes; a copy of the Certificate is appended to this Agreement under Schedule 3. In the event that the Company requires further certifications, the Executive agrees to comply in a timely fashion.

7REMUNERATION

7.1The Company shall pay to the Executive a salary at the rate of three hundred and thirty thousand pounds (£330,000) gross per year subject to deductions for income tax and national insurance contributions and inclusive of any fees payable to him by reason of his holding any Office in any Group Company.

7.2The Executive’s salary shall accrue from day to day and be payable by equal monthly instalments in arrears on or about the last working day of each month.

7.3The Executive’s salary shall be reviewed once in every year; normally the 1^st July of each year. The undertaking of a salary review does not confer a contractual right (whether express or implied) to any increase in salary and the Executive acknowledges that any salary increase is at the discretion of the Company.

7.4The Executive is eligible to participate in such bonus scheme as the Group may from time to time nominate subject to the rules of such scheme as amended from time to time. The payment of any bonus together with any amount payable is at the Group’s absolute discretion and may from time to time be determined by the Group. Any bonus payment will not be part of the contractual remuneration or fixed salary hereunder. Details of the bonus scheme will be communicated to the Executive separately.

7.5The Executive shall be entitled to a guaranteed bonus payment of 56.25% of base salary for the 2008 fiscal year, payable in the first quarter of 2009.

7.6The entitlement to and payment of any bonus is conditional upon the Executive being employed on the last calendar day of the month in which the bonus is paid (currently March). The Executive acknowledges that the termination of the Executive’s employment whether lawful or unlawful prior to the last calendar day of the relevant bonus period shall not in any circumstance give rise to a claim by the Executive for

4

compensation in lieu of such bonus or compensation to cover the loss of opportunity to earn such bonus. In the event that the Company improves this policy for senior executives, it will consider application of that policy to the Executive.

8PENSION SCHEME

8.1The Executive will be eligible to become a member of the Company’s group pension plan (“Pension Plan”), to which the Company shall contribute the amount of 12% of base salary, which amount may be increased from time to time in accordance with prevailing Company limits and the rules of the Pension Plan. The Executive will be contracted into the State Second Pension (S2P) unless the Executive opts to contract-out or contracting-out is a requirement of the Executive’s plan. The Executive’s contributions will be deducted from monthly salary payments and passed on to the Pension Plan provider. At any time the Company may elect to suspend or terminate operation of the Pension Plan and replace them with another arrangement(s). An outline description of the terms of the Pension Plan, are set out in a member’s guide. A copy of this document is available from Human Resources or may be available on the Group intranet site.

9OTHER BENEFITS

9.1During the employment term, the Executive shall be eligible to receive options to purchase common stock of Virgin Media Inc. as set forth in Schedule 1. Any further options to purchase common stock of Virgin Media Inc. shall be subject to such exercise prices, schedules as to exercisability and other terms and conditions as may be determined in the sole discretion of the Compensation Committee of Virgin Media Inc.

9.2The Executive may participate in the following schemes (each referred to below as an “insurance scheme”):

9.2.1a private medical expenses insurance scheme providing such cover for the Executive and his spouse/partner and children as defined in the rules of the scheme as the Company may from time to time notify to the Executive. This benefit will be subject to deduction of tax in line with Inland Revenue requirements;

9.2.2a private dental insurance scheme providing such cover for the Executive and his spouse/partner as the Company may from time to time notify to the Executive. This benefit will be subject to the deduction of tax in line with Inland Revenue requirements;

9.2.3subject to the applicable waiting period, a salary continuance or long-term disability insurance scheme providing such cover for the Executive as the Company may from time to time notify to him;

9.2.4a life insurance scheme under which a lump sum benefit shall be payable on the Executive’s death while this Agreement continues; the benefit of which shall be paid to such dependants of the Executive or other beneficiary as the

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trustees of the scheme select at their discretion, after considering any beneficiaries identified by the Executive in any expression of the Executive’s wishes delivered to the trustees before his death. The benefit is equal to 4 times the Executive’s annual gross earnings at his death but annual gross earnings for this purpose shall not exceed the relevant limits prescribed by the Company from time to time. The Executive is required to complete all necessary paperwork to ensure eligibility to full benefit under the scheme. The Company accepts no liability should full payment not be made on the basis that the Executive has failed to complete the requisite paperwork. The Executive may be required to undergo examinations by a medical examiner appointed or approved by the Company in connection with the operation of the scheme; and/or

9.2.5a personal accident insurance scheme providing such cover for the Executive as the Company may from time to time notify to him.

9.3Benefits under any insurance scheme shall be subject to the rules of the scheme(s) and the terms of any applicable insurance policy and are conditional upon the Executive complying with and satisfying any applicable requirements of the insurers. Copies of these rules and policies and particulars of the requirements shall be provided to the Executive on request. The Company shall not have any liability to pay any benefit to the Executive under any insurance scheme unless it receives payment of the benefit from the insurer under the scheme. The Company reserves the right to amend or withdraw any insurance scheme at its discretion from time to time.

9.4Any insurance scheme which is provided for the Executive is also subject to the Company’s right to alter the cover provided or any term of the scheme or to cease to provide the scheme at any time.

9.5The provision of any insurance scheme does not in any way prevent the Company from lawfully terminating this Agreement in accordance with the provisions of this Agreement even if to do so would deprive the Executive of membership of or cover under any such scheme.

10COMPANY CAR ALLOWANCE

The Company shall provide the Executive with a non-pensionable car allowance of £1,041.66 gross per month payable monthly in arrears (£12,500 per annum), together with payment of salary pursuant to clause 7. Full details are contained in the Perk Car Policy which is available on the Group intranet site. The Company reserves the right to review and amend these policies at any time. It is a condition of the Executive’s employment that the Executive retains a current full driving licence (valid in the UK) and complies with the rules of the prevailing Perk Car Policy. If the Executive fails to comply with these rules or is disqualified from driving for any period, the Company reserves the right to dismiss the Executive immediately without compensation in accordance with the Company’s Disciplinary Policy and Procedures.

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11EXPENSES

The Company shall reimburse or procure that the Executive is reimbursed all expenses properly incurred in accordance with the Company’s Travel and Expenses policy in force from time to time and available on the Group intranet site or from Human Resources.

12ANNUAL LEAVE

12.1The Executive is entitled to 28 days holiday with pay every calendar year in addition to bank and other public holidays. The Company’s holiday year runs from 1 January to 31 December.

12.2The Company may refuse to allow the Executive to take holiday in circumstances where it would be inconvenient to the business (including bank or public holidays). The Company reserves the right to refuse holiday (including holiday that has previously been approved) up to and including the day before the holiday is due to be taken. In such circumstances the Company will however attempt to give as much notice as reasonably possible.

12.3If either party serves notice to terminate the employment the Company may require the Executive to take any accrued but unused holiday entitlement during the notice period (whether or not the Company has exercised its rights under clause 23.2).

12.4In all other respects unless detailed above, the Executive is subject to the terms of the Company’s annual leave policy which is available on the Group intranet site or from Human Resources.

13ILLNESS

13.1If the Executive is absent from work due to sickness or injury, the Executive may be eligible for Company sick pay, which is payable at the Company’s absolute discretion. Subject to this discretion and provided the Executive complies with the Sickness Absence Policy requirements, the Executive will be paid according to the Executive’s normal basic salary rate. Further details are set out in the Company’s Sickness Absence Policy which is available on the Group intranet site or can be obtained from Human Resources.

13.2If the Executive is incapable of performing his duties by reason of injury sustained wholly or partly as a result of negligence, nuisance or breach of any statutory duty on the part of a third party and the Executive recovers an amount by way of compensation for loss of earnings from that third party, he shall immediately pay that part of such amount to the Company which relates to loss of earnings for the period during which he was paid by the Company but unable to perform his duties under the Agreement.

13.3The Company shall be entitled to require the Executive to undergo examinations from time to time by a medical adviser appointed or approved by the Company and the

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Executive authorises the medical adviser and/or will provide such consents as are necessary to disclose to the Company the results of such examinations.

14RESTRICTIONS DURING EMPLOYMENT

14.1The Executive shall not during his employment with the Company and warrants to the Company that as at the date of this agreement he is not (save as a representative of the Company or with the prior written approval of the General Counsel or Chief Executive Officer) whether directly or indirectly, paid or unpaid, be engaged or concerned in the conduct of, be or become an employee, agent, partner, consultant or director of or assist or have any financial interest in any other actual or prospective business or profession which is similar to or in competition with the business carried on by any Group Company or which may reasonably be thought by the Company to interfere, conflict or compete with the proper performance of the Executive’s obligations to the Group. The Executive may not hold any office as a director or chairman of another company without the prior written consent of the Company. In any event, the Executive may not be the chairman of a FTSE 100 company or be a non-executive director of more than one such company.

14.2The Executive shall be permitted to hold shares or securities of a company any of whose shares or securities are quoted or dealt in on any recognised investment exchange provided that any such holding shall not exceed one per cent of the issued share capital of the company concerned and is held by way of bona fide investment only (“Investment”).

14.3The Executive shall disclose to the Company any matters relating to his spouse or civil partner (or anyone living as such), their children, stepchildren, parents or any trust or firm whose affairs or actions he controls which, if they applied to the Executive, would contravene clauses 14.1 or 14.2 to the extent that he has actual knowledge of such matters.

15INTELLECTUAL PROPERTY

15.1“Intellectual Property Rights” means any patents, trade marks, service marks, design rights, registered designs, applications for any of the foregoing, copyright, database rights, know-how and other similar rights or obligations whether registrable or not in any country.

15.2The parties agree that any Intellectual Property Rights in any material or invention that the Executive creates (or participates in creating) in the course of business (“Company IPR”) shall vest in the Company.

15.3The Executive hereby assigns to the Company with full title guarantee and, when appropriate, by way of future assignment, all his rights in the Company IPR for the full term thereof throughout the world. The Executive must complete whatever documents or take whatever action the Company may request from time to time, both during and after the termination of the Executive’s employment, to obtain any applicable registrations and to confirm that all Company IPR vests in the Company.

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15.4The Executive waives all moral rights (whether arising under Chapter IV of the Copyright, Designs and Patents Act 1988 or otherwise, to the extent permissible under law) in works to which clause 15.2 applies.

15.5The Executive hereby irrevocably appoints the Company to be his attorney in his name and on his behalf to execute and do any such instrument or thing and generally to use his name for the purpose of giving to the Company or its nominee the full benefit of this clause.

16CONFIDENTIALITY

16.1Without prejudice to his common law duties, the Executive shall not (save in the proper course of his duties, as required by law or as authorised by the Company) use or communicate to any person (and shall prevent the use or communication of) any trade or business secrets or confidential information of or relating to any Group Company (including but not limited to details of actual or potential customers, employees, consultants, suppliers, designs, products, product applications, trade arrangements, terms of business, customer requirements, operating systems, sales information, marketing information or strategies, manufacturing processes, software, disputes, commission or bonus arrangements, pricing and fee arrangements and structures, business plans, financial information, inventions, research and development activities, personal or sensitive personal data and anything marked or treated as confidential) which he creates, develops, receives or obtains while in the service of any Group Company. This restriction shall continue to apply after the termination of the Executive’s employment howsoever arising without limit in time.

16.2Reference to confidential information in this clause 16 shall not include information which is in the public domain at the time of its disclosure or which comes into the public domain after its disclosure otherwise than by reason of a breach of this agreement, information which was already demonstrably known to the receiving party at the date of disclosure and had not been received in confidence from the Company or information which is required to be disclosed as a matter of law. It shall include information in the public domain for so long as the Executive is in a position to use such information more readily than others who have not worked for the Company.

16.3During his employment the Executive shall not make (other than for the benefit of the Company) any record (whether on paper, computer memory, disc or otherwise) relating to any matter within the scope of the business of any Group Company or their customers and suppliers or concerning its or their dealings or affairs or (either during his employment or afterwards) use such records (or allow them to be used) other than for the benefit of the relevant Group Company. All such records (and any copies of them) shall belong to the relevant Group Company and shall be handed over to the Managing Director, HR by the Executive on the termination of his employment or at any time during his employment at the request of the Company.

16.4The Executive shall not during his employment either directly or indirectly publish any opinion, fact or material on any matter within the scope of the business of any

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Group Company (whether confidential or not) without the prior written approval of the General Counsel or Chief Executive Officer.

16.5Nothing in this clause shall prevent the Executive from disclosing information which he is entitled to disclose under the Public Interest Disclosure Act 1998 provided that the disclosure is made in the appropriate way to an appropriate person having regard to the provisions of the Act and he has first fully complied with the Company’s procedures relating to such disclosures.

17DATA PROTECTION

17.1In accordance with the Data Protection Act 1998, the Group will hold and process the information it collects relating to the Executive in the course of the Executive’s employment for the purposes of employee administration, statistical and record keeping purposes. This may include information relating to the Executive’s physical or mental health. Some of the Executive’s information may be processed outside the European Economic Area. Such information will be treated confidentially and will only be available to authorised persons.

17.2When dealing with data relating to the Company’s business, the Executive is required to comply with the Company’s Data Protection Policy as in effect from time to time, which can be obtained from the Group Compliance Officer.

18DEDUCTIONS FROM SALARY

The Company reserves the right at any time during the Executive’s employment, or on termination of this Agreement to deduct from salary any overpayment made and/or monies owed to the Company by the Executive. This includes but is not limited to:

·any excess holiday;

·outstanding loans;

·advances;

·relocation costs;

·monies owed to the Company in connection with any Company car, including parking fines and any related administration costs for which the Executive is responsible and which are incurred in a vehicle provided by the Company, (either company vehicle or hire car) whilst in the Executive’s control; and

·the cost of repairing any damage or loss to property provided by the Company.

This clause will not apply to any sums or benefits due to the Executive by virtue of the Executive’s membership of the Company Pension Plan.

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19HEALTH AND SAFETY

The Company is committed to ensuring, so far as reasonably practicable, that the workplace of every employee is safe, does not pose a risk to health and does not cause damage to the environment. The Executive is therefore required to familiarise with the responsibilities as outlined in the current Company’s Health and Safety Policy, Environment Policy, Safety Standards booklet (NT PO90) and Safety Information Sheets. The current version is available on the Group intranet site or can be obtained from the Health and Safety Group.

20ENTITLEMENT TO WORK IN THE UK

The Executive’s employment is conditional upon the Executive being legally entitled to live and work in the UK. If the Executive’s status changes and the Executive is no longer entitled to live or work in the UK, the Executive’s employment will be terminated without notice or payment in lieu of notice.

21MONITORING

The Executive acknowledges that the Company may monitor messages sent and received via email, SMS, the Internet and voicemail systems to ensure that the Executive is complying with the Company’s policy for use by its employees of these systems.

22TERMINATION OF EMPLOYMENT

22.1The Company may at any time and in its absolute discretion (whether or not any notice of termination has been given by the Company or the Executive under clause 2 above) terminate the Executive’s employment with immediate effect and make a payment in lieu of notice. This payment shall comprise the Executive’s basic salary (at the rate payable when this option is exercised) together with the following benefits to the extent that they would have been paid during the notice period:

·car allowance

·company pension contributions (subject to the Executive making his contribution)

·premium equivalent to the private medical and dental insurance paid by the Company,

and shall be subject to deductions for income tax and national insurance contributions as appropriate (the “Payment in Lieu”). The Executive will not, under any circumstances, have any right to payment in lieu unless the Company has exercised its option to pay in lieu of notice.

22.2The Company may pay any sums due under this clause as one lump sum or in instalments over the period until the date on which notice, if it had been served, would have expired. If the Company chooses to pay in instalments the Executive is obliged

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to seek alternative income over the relevant period and to disclose the gross amount of any such income and any relevant ancillary benefits to the Company. The instalment payments shall then be reduced by the amount of such income.

22.3The employment of the Executive may be terminated by the Company without notice or payment in lieu of notice if the Executive:

22.3.1is guilty of any serious misconduct (including but not limited to any such act set out within the Company’s disciplinary policy from time to time or in any code of conduct) or any other conduct which affects or is likely to affect prejudicially the interests of any Group Company to which he is required to render services under this Agreement;

22.3.2fails or neglects efficiently and diligently to discharge his duties or commits any serious or repeated breach or non-observance by the Executive of any of the provisions contained in this Agreement;

22.3.3has an interim receiving order made against him, becomes bankrupt or makes any composition or enters into any deed of arrangement with his creditors;

22.3.4is convicted or charged with any arrestable criminal offence (other than an offence under road traffic legislation in the United Kingdom or elsewhere for which a fine or non-custodial penalty is imposed);

22.3.5is disqualified from holding office in another company by reason of an order of a court of competent jurisdiction;

22.3.6shall become of unsound mind or become a patient under the Mental Health Act 1983;

22.3.7is convicted of an offence under the Criminal Justice Act 1993 in relation to insider dealings or under any other present or future statutory enactment or regulations relating to insider dealings;

22.3.8is in violation of the rules and regulations of the U.S. Securities and Exchange Commission or relevant U.S. securities laws, or the rules and regulations of the NASDAQ Exchange or any other exchange on which the any Group Company’s securities may be listed;

22.3.9ceases to be a director of the Company otherwise than at the request of the Company;

22.3.10is no longer legally entitled to live and/or work in the UK;

22.3.11does anything (in the course of his duties or otherwise) which (in the reasonable opinion of the Company) does actually or might reasonably be expected to bring himself or any Group Company into disrepute; and/or

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22.3.12acts in a way which is in the reasonable opinion of the Company materially adverse to the interests of the Company.

22.4Any delay by the Company in exercising such right to terminate shall not constitute a waiver thereof.

23SUSPENSION AND GARDEN LEAVE

23.1The Company may suspend the Executive on full pay to allow the Company to investigate any complaint made against the Executive in relation to his employment with the Company.

23.2Provided that the Executive continues to enjoy his full contractual benefits and receive his pay in accordance with this Agreement, the Company may in its absolute discretion do all or any of the following during the notice period or any part of the notice period, after the Executive or the Company has given notice of termination to the other, without breaching this Agreement or incurring any liability or giving rise to any claim against it:

23.2.1exclude the Executive from the premises of the Group;

23.2.2require the Executive to carry out only specified duties (consistent with his status, role and experience) or to carry out no duties;

23.2.3announce to any or all of its employees, suppliers, customers and business partners that the Executive has been given notice of termination or has resigned (as the case may be);

23.2.4prohibit the Executive from communicating in any way with any or all of the suppliers, customers, business partners, employees, agents or representatives of the Group until his employment has terminated except to the extent he is authorised to do so by his manager in writing;

23.2.5require the Executive to resign his directorship of any Group Company; and/or

23.2.6require the Executive to comply with any other reasonable conditions imposed by the Company.

The Executive will continue to be bound by all obligations (whether express or implied) owed to the Company under the terms of the Agreement or as an employee of the Company.

23.3The Executive will not, without the prior written consent of the General Counsel or Chief Executive Officer, be employed by or provide services to any other person, firm or organisation whether paid or unpaid save as previously permitted during the notice period.

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24TERMINATION AND RETURN OF COMPANY PROPERTY

24.1Upon the termination of this Agreement by whatever means the Executive shall:

24.1.1immediately resign from his office as a director of the Company and from such offices held by him in any Group Company without claim for compensation; and

24.1.2immediately deliver to the Company all credit cards, keys, computer media and other property, in whatever form, of or relating to the business of any Group Company which may be in his possession or under his power or control.

24.2If the Executive fails to comply with clause 24.1.1 above the Company is hereby irrevocably authorised to appoint some person in his name and on his behalf to sign and complete any documents or do any thing necessary to give effect to this clause.

24.3The Executive shall not, without the consent of the General Counsel or Chief Executive Officer at any time after the termination of this Agreement represent himself still to be connected with any Group Company.

25RECONSTRUCTION OR AMALGAMATION

If the employment of the Executive under this Agreement is terminated by reason of the liquidation of the Company for the purpose of reconstruction or amalgamation and the Executive is offered employment with any concern or undertaking resulting from the reconstruction or amalgamation on terms and conditions not less favourable than the terms of this Agreement then the Executive shall have no claim against any Group Company in respect of the termination of his employment under this Agreement.

26RESTRICTIONS AFTER EMPLOYMENT

26.1Definitions

In this clause the following words shall have the following meanings:

“Area”

the area constituting the market of any Relevant Group Company for the Services and the Products in the period of 12 months prior to the Termination Date and with which area the Executive was materially concerned at any time during the said period of 12 months;

“Customer”

any Person to whom any Relevant Group Company supplied the Services and the Products for business use during the 12 months preceding the Termination Date and with whom at any time during such period the Executive was materially concerned or had personal contact in the course of his employment;

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“Key Employee”

any person who immediately prior to the Termination Date was an employee or consultant of any Relevant Group Company occupying a senior or managerial position who was likely to be:

(a)in possession of confidential information belonging to any Relevant Group Company; or

(b)able to influence the customer relationships or trade connections of any Relevant Group Company

with whom the Executive worked closely at any time during the period of 12 months prior to the Termination Date;

“Person”

 includes any company, firm, organisation or other entity;

“Prospective Customer”

any Person with whom any Relevant Group Company had negotiations or discussions regarding the possible supply of the Services and or the Products for business use during the 12 months immediately preceding the Termination Date and with whom at any time during such period the Executive was materially concerned or had personal contact in the course of his employment;

“Products”

products which are competitive with those supplied by any Relevant Group Company in the 12 months prior to the Termination Date and with the supply of which the Executive was materially concerned at any time during the said 12 month period;

“Relevant Group Company”

any Group Company (and, if applicable, its predecessors in business) for which the Executive performed services or in which he held office at any time during the 12 months prior to the Termination Date;

“Services”

services which are competitive with those supplied by any Relevant Group Company in the 12  months prior to the Termination Date and with the supply of which the Executive was materially concerned at any time during the said 12 month period;

“Supplier”

any Person who was a supplier of services or goods to any Relevant Group Company in connection with business use for the operation of the business (as opposed to the

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administrative support of such operation) in the 12 months prior to the Termination Date and with which the Executive was materially concerned or had personal contact at any time during the said 12 month period; and

“Termination Date”

the date on which the employment terminates.

26.2The Executive covenants to the Company (for itself and as trustee for each Group Company) that:

26.2.1Non-competition

the Executive shall not for a period of 12  months from the Termination Date cin the Area and in competition with any Relevant Group Company directly or indirectly be engaged, interested or concerned:

(a)in any business which provides the Products and the Services; and

(b)with the supply of the Products and the Services to any Customer or Prospective Customer.

For this purpose, the Executive is concerned in a business if:

(i)he carries it on as principal or agent; or

(ii)he is a partner, director, employee, secondee, consultant or agent in, of or to any Person who carries on the business; or

(iii)subject to clause 15 above, he has any direct or indirect financial interest (as shareholder or otherwise) in any Person who carries on the business.

26.2.2Non-solicitation

the Executive shall not for a period of 12 months from the Termination Date and in competition with any Relevant Group Company directly or indirectly:

(a)canvass or solicit business from, approach or endeavour to entice away any Customer or Prospective Customer in respect of the supply of the Products and the Services;

(b)seek to do business or deal with any Customer or Prospective Customer in the Area in respect of the supply of the Products and the Services;

(c)canvass or solicit business from, make an approach to or endeavour to entice away any Supplier of the Relevant Group Company;

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(d)accept employment with or act as consultant for any Customer or Prospective Customer.

26.2.3Non-poaching

the Executive shall not for a period of 12 months after the Termination Date solicit the employment or engagement of any Key Employee in a business which is in competition with the Relevant Group Company (whether or not such person would breach their contract of employment or engagement by reason of their leaving the service of the business in which they work).

26.3The restrictions in this clause are considered by the parties to be reasonable and the validity of each sub-clause shall not be affected if any of the others is invalid. If any of the restrictions are void but would be valid if some part of the restriction were deleted, the restriction in question shall apply with such modification as may be necessary to make it valid.

26.4The Executive acknowledges that the provisions of this clause are no more extensive than is reasonable to protect the Relevant Group Company.

26.5If the Executive is suspended from work under the provisions of clause 23.1 or sent on Garden Leave under clause 23.2, the period of time during which the non-competition restriction contained in clause 26.2.1 is enforceable, starts to run from the date of the suspension or date when the Executive was sent on Garden Leave, and not from the Termination Date.

26.6The Executive acknowledges that each and every restriction contained within this clause is intended by the parties to apply after the Termination Date whether termination is lawful or otherwise. The restrictions, which are acknowledged to be ancillary in nature, will apply even where the termination results from a breach of a provision within this Agreement.

26.7The Executive will (at the request and cost of the Company) enter into a direct agreement with any Group Company under which he will accept restrictions corresponding to the restrictions contained in this clause (or such as will be appropriate in the circumstances) in relation to such Group Company.

27SEVERABILITY

If any of the provisions of this Agreement become invalid or unenforceable for any reason by virtue of applicable law the remaining provisions shall continue in full force and effect and the Company and the Executive hereby undertake to use all reasonable endeavours to replace any legally invalid or unenforceable provision with a provision which will promise to the parties (as far as practicable) the same commercial results as were intended or contemplated by the original provision.

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28THIRD PARTIES

28.1any Group Company shall have the right to enforce the provisions of this Agreement pursuant to the Contracts (Rights of Third Parties) Act 1999.

28.2save as provided in clause 28.1 above, a person who is not a party to this Agreement shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any provision of this Agreement.

29NOTICES

29.1Any notice required or permitted to be given under this Agreement shall be given in writing delivered personally or sent by first class post pre-paid recorded delivery (air mail if overseas) or overnight courier or by facsimile to the party due to receive such notice, in the case of the Company, to: Virgin Media Limited, Media House, Bartley Wood Business Park, Hook, Hampshire, RG27 9UP and marked for the attention of the Human Resources Director and, in the case of the Executive, such address as he may have notified to the Company in accordance with this clause or such address as may be included in the Group’s payroll system).

29.2Any notice delivered personally or by overnight courier shall be deemed to be received when delivered to the address provided in this Agreement and any notice sent by pre-paid recorded delivery post shall be deemed (in the absence of evidence of earlier receipt) to be received 2 days after posting and in proving the time of despatch it shall be sufficient to show that the envelope containing such notice was properly addressed, stamped and posted. A notice sent by facsimile shall be deemed to have been received on receipt by the sender of confirmation in the transmission report that the facsimile had been sent.

30STATUTORY INFORMATION

Schedule 2 to this Agreement sets out information required to be given to the Executive by the Employment Rights Act 1996.

31MISCELLANEOUS

31.1This Agreement is governed by and shall be construed in accordance with the laws of England and Wales.

31.2The parties to this Agreement submit to the exclusive jurisdiction of the English courts.

31.3This Agreement contains the entire understanding between the parties and supersedes all previous agreements and arrangements (if any) relating to the employment of the Executive by the Company (which shall be deemed to have been terminated by mutual consent).

31.4This Agreement may be executed by counterparts, which together shall constitute one agreement. Either party may enter into this Agreement, by executing a counterpart

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and this Agreement shall not take effect until it has been executed by both parties. Delivery of an executed counterpart of a signature page by facsimile shall take effect as delivery of an executed counterpart of this Agreement provided that the relevant party shall give the other the original of such page as soon as reasonably practicable thereafter.

32CHANGES TO TERMS AND CONDITIONS

The Company reserves the right to amend the Executive’s terms set out within this Agreement and policies from time to time, provided that taken as a whole such amendments are not materially less favourable to the Executive. The Executive will be given not less than four weeks notice of any such change. The Executive will be deemed to have accepted these changes should the Company have received no objection before the end of the four week period.

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SCHEDULE 1

Options to purchase common stock of Virgin Media Inc.

1The Executive will be granted 300,000 options (“Options”) at an exercise price equal to the mid-market value of Virgin Media Inc.’s stock on the date of grant (“Grant Date”).

2The vesting period for the Options will be 5 years.

3The Options will vest 20% on each anniversary of the Grant Date, the first vesting being one year after the Grant Date.

4Vesting of 20% of the unvested Options will accelerate upon an Acceleration Event (as such term is defined under the Virgin Media Inc.’s 2006 Stock Incentive Plan, as amended from time to time) in 2008 (the “20% Restriction”), provided that the Compensation Committee of Virgin Media Inc. shall have the discretion to accelerate the vesting of the remaining 80% of the unvested Options. If an Acceleration Event occurs in 2008 and the Company proposes to the Compensation Committee to remove the 20% Restriction for any of its executive officers that are subject to such restriction, the Company undertakes to include the Executive in any such proposal. 100% of the unvested Options will accelerate upon an Acceleration Event after 2008.

5The Options will be governed by the Virgin Media Inc.’s 2006 Stock Incentive Plan, the individual stock option agreement, and the Virgin Media Inc.’s insider trading policy as amended from time to time.

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SCHEDULE 2

Statement of Particulars Pursuant to the Employment Rights Act 1996

1The Executive’s period of continuous employment commenced on 17 March 2008. A period of employment with a previous employer does count as part of the Executive’s continuous employment with the Company.

2The Executive will be contracted into the Second State Pension unless the Executive opts to contract out.

3The Company’s policies and procedures on disciplinary and grievance matters are available on the Company’s intranet and/or from HR (insofar as they are not varied by this Agreement). The policies constitute Company guidelines and do not form any part of the Service Agreement. Any grievance which the Executive wishes to exercise should be raised in writing with the Chief Executive Officer unless the grievance involves the Chief Executive Officer in which case the grievance should be raised in writing in the first instance with the Group Human Resources Managing Director. Any disciplinary action taken by the Company will be dealt with by the Chief Executive Officer or such other person as may be directed by the Group Human Resources Managing Director. The Company reserves the right to substitute persons at a senior level within the Company to conduct any aspect of the disciplinary or grievance procedure should it be appropriate. If the Executive is dissatisfied with any disciplinary decision or any decision to dismiss him, he can within five (5) working days of that decision appeal to the Company (unless the Executive is notified in any separate communication of the person to whom he may appeal) whose decision shall be final and binding.

4The Executive may be required to work overseas for periods when reasonably required. In such circumstances, the terms of the International Assignment Policy will apply which is available from the Company upon request.

5The Company is not a party to any collective agreement which affects the Executive’s employment.

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SCHEDULE 3

Certificate of Compliance

I have read and understand the Code of Conduct and have complied and will continue to comply with it (together with any other Codes or policies that may apply to my role from time to time). I have not acted in any way contrary to the best interests of the Company. Any exceptions to the Code of Conduct (and any other policies) and disclosures required by the Code and such policies are set forth below:

I will promptly report the details of any future non-compliance with the above-mentioned Code (and any associated policies) to my immediate manager so that its extent and significance can be considered.

Dated:
Signed:
	Please Print Name

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IN WITNESS whereof this Agreement has been executed as a deed and delivered on the date first above written.

Executed as a Deed by Virgin Media Limited:
/s/ Robert Mackenzie	Director
/s/ Gillian James	Company Secretary

Signed as a Deed by Andrew Barron in the presence of: /s/ Andrew Barron
	Andrew Barron, The Executive
Witness signature:
Name:
Address:
Occupation:

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EX-10.3

Exhibit 10.3

VIRGIN MEDIA INC.
RESTRICTED STOCK AGREEMENT

RESTRICTED STOCK AGREEMENT, dated as of April 30, 2008, between Virgin Media Inc., a Delaware corporation (the “Company”), and James F. Mooney (the “Executive”).

WHEREAS, the Executive is employed by the Company under the Amended & Restated Employment Agreement dated as of July 5, 2006 (the “Employment Agreement”) and which has a term thereunder which expires on April 30, 2009 (such term, as may be extended by amendment of the Employment Agreement, the “Term”);

WHEREAS, the Executive Committee of the Board of Directors (the “Board”) of the Company (the “Executive Committee”) and the Compensation Committee of the Board of the Company (the “Compensation Committee”) has approved the terms of this Agreement;

WHEREAS, the Company wishes to grant to the Executive, and the Executive wishes to accept from the Company, shares of common stock of the Company, par value $0.01 per share (the “Restricted Stock”), to be granted pursuant to the Virgin Media Inc. 2006 Stock Incentive Plan (the “Plan”);

NOW, THEREFORE, the parties hereto agree as follows:

1.             Grant of Restricted Stock.  The Company hereby grants to the Executive, and the Executive hereby accepts from the Company, 125,000 shares of Restricted Stock on the terms and conditions set forth in this Agreement.  This Agreement is also subject to the terms and conditions set forth in the Plan.  Capitalized terms used but not defined herein shall have the meanings set forth in the Plan.

2.             Rights of Executive.  Except as otherwise provided in this Agreement, the Executive shall be entitled, at all times on and after the date that the shares of Restricted Stock are issued, to exercise all the rights of a stockholder with respect to the shares of Restricted Stock (whether or not the Transfer Restrictions thereon shall have lapsed), including the right to vote the shares of Restricted Stock and the right, subject to Section 6 hereof, to receive dividends thereon.  Notwithstanding the foregoing, prior to the “Release Date” (as defined in Section 4.1), the Executive shall not be entitled to transfer, sell, pledge, hypothecate, assign or otherwise dispose of or encumber, the shares of Restricted Stock (collectively, the “Transfer Restrictions”), except that, as provided in Section 4.1, the Executive may sell such number of shares as is reasonably necessary to pay for any US federal or state income tax that may apply as a result of vesting upon the occurrence of the relevant Lapse Date but in no event more than 45% of such shares.

3.             Vesting and Lapse of Transfer Restrictions.  The Transfer Restrictions on the Restricted Stock shall lapse and the Restricted Stock granted hereunder shall vest on April 30, 2009 if performance conditions relating to group cash flow and EBITDA established by the Executive Committee in respect of the Company’s 2008 fiscal year have been met, so long as the Executive has remained continuously employed by the Company from the date of commencement of his employment through December 31, 2008. Upon the occurrence of an Acceleration Event, the Transfer Restrictions on all of shares of Restricted Stock which are then outstanding shall lapse and such shares of Restricted Stock shall vest.

The Committee shall meet to determine whether such performance conditions have been met promptly after the completion by the Company of the financial reports or other information in respect of the 2008 fiscal year.  The restrictions on the shares of Restricted Stock subject to this Section 3 shall lapse on the date that the Committee determines that the applicable performance conditions have been met in respect of the 2008 fiscal year (such date, the “Lapse Date”), and the shares of Restricted Stock shall be forfeited if the Committee determines that such performance conditions have not been met.  In no event shall the date of such determination occur later than the last day of the 2009 fiscal year.

4.Escrow and Delivery of Shares.

4.1           Certificates representing the shares of Restricted Stock shall be issued and held by the Company in escrow and shall remain in the custody of the Company until the earliest of (i) April 30, 2009, (ii) the date of the Executive’s termination of employment with the Company and its Affiliates (other than by resignation) and (iii) the date of vesting of the shares upon an Acceleration Event as provided herein (the earliest of (i), (ii) and (iii), the “Release Date”); provided, that in connection with any Lapse Date, the Company shall deliver to the Executive a sufficient number of shares that have become vested on such Lapse Date with a value equal to the Withholding Tax requirements, if any (but in no event more than 45% of such vested shares) (the “Withholding Shares”).  As soon as practicable after the Release Date, the shares of Restricted Stock that have become vested pursuant to Section 3 hereof that have not previously been delivered to the Executive shall be delivered to the Executive or the Executive’s estate, subject to the delivery of any documents which the Company in its discretion may require as a condition to the issuance of shares, and so long as the Executive has satisfied all applicable Withholding Tax requirements with respect to the Restricted Stock.

4.2           The Executive shall receive, hold, sell, or otherwise dispose of those shares delivered to the Executive pursuant to Section 4.1 free and clear of the Transfer Restrictions, but subject to compliance with all federal and state securities laws.

4.3           Prior to the Release Date (or such earlier date that is applicable to the Withholding Shares), each stock certificate shall bear a legend in substantially the following form:

“This certificate and the shares of stock represented hereby are subject to the terms and conditions (including forfeiture, restrictions against transfer and rights of repurchase, if applicable) contained in the Restricted Stock Agreement (the “Agreement”) between the registered owner of the shares represented hereby and the Company.  Release from such terms and conditions shall be made only in accordance with the provisions of the Agreement, a copy of which is on file in the office of the Secretary of Virgin Media Inc.”

5.Effect of Termination of Employment for any Reason.  Upon termination of the Executive’s employment with the Company and its Affiliates, if applicable, for any reason, the Executive shall forfeit the shares of Restricted Stock which are then subject to the Transfer Restrictions, and, from and after such forfeiture, such shares of Restricted Stock shall cease to be outstanding and the Executive shall have no rights with respect thereto; provided, that, if the Executive’s employment shall terminate after the end of a fiscal year of the Company and prior to the date of the determination as to whether the performance conditions applicable to such fiscal year have been met, the shares of Restricted Stock subject to vesting in respect of such fiscal year shall remain outstanding following the termination of the Executive’s employment and shall vest or be forfeited when such determination is made,

2

in either case based on such determination; and provided, further, that the shares of Restricted Stock shall be subject to vesting to the extent provided in the Employment Agreement.

6.             Voting and Dividend Rights.  All dividends declared and paid by the Company on shares of Restricted Stock shall be deferred until the lapsing of the Transfer Restrictions pursuant to Section 3 hereof (and shall be subject to forfeiture upon forfeiture of the shares of Restricted Stock as to which such deferred dividends relate).  The deferred dividends shall be held by the Company for the account of the Executive.  Upon the Lapse Date, the dividends allocable to the shares of Restricted Stock as to which the Transfer Restrictions have lapsed shall be paid to the Executive (without interest).  The Company may require that the Executive invest any cash dividends received in additional Restricted Stock which shall be subject to the same conditions and restrictions as the Restricted Stock granted under this Agreement.

7.             No Right to Continued Employment.  Nothing in this Agreement shall be interpreted or construed to confer upon the Executive any right with respect to continuance of employment by the Company or any of its Affiliates, nor shall this Agreement interfere in any way with the right of the Company or any such Affiliate to terminate the Executive’s employment at any time.

8.             Withholding of Taxes.  The Executive shall pay to the Company, or the Company and the Executive shall agree on such other arrangements necessary for the Executive to pay, the applicable federal, state and local income taxes required by law to be withheld (the “Withholding Taxes”), if any, upon the vesting and delivery of the shares.  The Company shall have the right to deduct from any payment of cash to the Executive an amount equal to the Withholding Taxes in satisfaction of the Executive’s obligation to pay Withholding Taxes.

9.             Modification of Agreement.  This Agreement may be modified, amended, suspended or terminated, and any terms or conditions may be waived, but only by a written instrument executed by the parties hereto.

10.           Severability.  Should any provision of this Agreement be held by a court of competent jurisdiction to be unenforceable or invalid for any reason, the remaining provisions of this Agreement shall not be affected by such holding and shall continue in full force and effect in accordance with their terms.

11.           Governing Law.  The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of New York without giving effect to the conflicts of laws principles thereof.

12.           Successors in Interest; Transfer.  This Agreement shall inure to the benefit of and be binding upon any successor to the Company.  This Agreement shall inure to the benefit of the Executive’s heirs, executors, administrators and successors.  All obligations imposed upon the Executive and all rights granted to the Company under this Agreement shall be binding upon the Executive’s heirs, executors, administrators and successors.  This Agreement is not assignable by the Executive.

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	VIRGIN MEDIA INC.
	By:	/s/ Bryan H. Hall
	Name:	Bryan H. Hall
	Title:	Secretary and General Counsel
EXECUTIVE
/s/ James F. Mooney
James F. Mooney

4

EX-10.4

Exhibit 10.4

Description of the

Virgin Media Inc. 2008 Bonus Scheme

The compensation committee of Virgin Media Inc.’s board of directors approved the Company’s 2008 bonus scheme (the “2008 Bonus Scheme”) on March 28, 2008 covering the majority of the Company’s employees, including the Company’s chairman and named executive officers.  The principal terms of the 2008 Bonus Scheme are set forth below:

Bonus Percentage and Scheme Levels

The 2008 Bonus Scheme offers employees an opportunity to receive a bonus equal to a percentage of their base salary. The percentages range from 5 - 100% of base salary (depending on employee level) for on-target performance with a potential maximum payment of double the on-target percentage. Employees also have the opportunity to earn up to 1.2 times the calculated bonus amount depending on the employee’s individual personal performance during the year.

Qualifying Gate Target

In order for any bonuses to be payable, the Company must achieve a qualifying performance target (the “2008 Bonus Qualifying Gate”), which is based on the Company’s 2008 budgeted full year group simple cash flow (which is defined as operating income before depreciation, amortization and other charges less fixed asset additions on an accrual basis). If the 2008 Bonus Qualifying Gate is not achieved, no bonus payments will be made under the 2008 Bonus Scheme.

Divisional and Individual Performance Targets

If the Qualifying Gate is achieved, bonuses will be payable according to achievement against various performance targets specific to each of the Company’s key operating divisions, as well as individually upon the achievement of personal objectives.

The operating division performance targets include an appropriately weighted mix of financial and operating metrics for the group and the specific division, including a combination of the following, among others:

·Group simple cash flow

·Divisional financial measures, including revenue, gross margin, free cash flow, operating costs, working capital, simple cash flow, capital expenditure and profitability measures

·Customer service measures, including fault rates, fault retention rates, installation completion rates, customer advocacy, customer satisfaction and net promoter measures

·Average contribution per customer, or ACPU

·Net additions to revenue generating units, or RGUs

·Commercial advertising impacts

·Net present value of the residential customer base

· Value of new sales contracts with Business customers

·Percentage of sales for sit-up generated on-line

·Page impressions for the virginmedia.com portal

For all measures, the amount to be achieved for on-target performance (the “100% Threshold”) is generally equal to the reasonably targeted amount for that measure. A maximum target (the “200% Threshold”) is also set for each measure at which the bonus percentage payable is twice the on-target percentage payable. A minimum target (the “50% Threshold”) is also set at which the bonus payable is one-half of the on-target percentage payable. If the minimum 50% Threshold is not achieved for a particular measure, no bonus percentage is earned in respect of that measure. Percentage payments are structured to rise on a linear basis between the 50% Threshold and the 100% Threshold and between the 100% Threshold and the 200% Threshold.

Performance Multiplier

Individual achievement against a personal objectives scorecard will determine a personal multiplier against that individual’s divisional performance. The award amount will depend on an individual’s final performance rating which is based on achievement of personal objectives and the way in which they are achieved.  An individual could earn up to 120% of the divisional bonus if his or her performance was considered exceptional during the year.

Approval and Timing

Payments made under the 2008 Bonus Scheme will be approved by the compensation committee. Bonus payments will be measured on full year performance and if performance is achieved they will be paid in one installment on or around March 31, 2009.

Changes to Targets and Scheme Rules

The performance targets and rules to the 2008 Bonus Scheme may be varied at any time by agreement of the compensation committee.

EX-10.5

Exhibit 10.5

Description of

the 2008-2010 Virgin Media Inc. Long Term Incentive Plan

On April 7, 2008, the compensation committee (the “Compensation Committee”) of the board of Virgin Media Inc. (the “Company”) approved the Company’s 2008-2010 long-term incentive plan (“2008 LTIP”), which includes the grant of stock options and restricted stock units to its executive officers and other key employees of the Company and its subsidiaries. The options and restricted stock units are each set at a level such that the fair value of the awards at the grant date is equal to 50% of the recipient’s annual base salary, giving a total fair value of 100% of base salary.

Stock options

The fair value of the options awarded under the 2008 LTIP is determined using the Black-Scholes valuation method, and the exercise price is equal to the stock price on the date of grant.  The options have a ten-year term and will vest, subject to continued employment, in twenty percent increments on each of January 1, 2009, 2010, 2011, 2012 and 2013, subject to accelerated vesting in the event of a change in control of the Company.

Restricted stock units

The fair value of the restricted stock units awarded under the 2008 LTIP is based on the market value of the Company’s common stock as of the date of grant. The restricted stock units will vest if (1) the Company meets certain performance criteria (see below) in respect of the period from January 1, 2008 through December 31, 2010 and (2) the award recipient remains continuously employed by the Company or any of its subsidiaries through the payment date, which will be not later than April 30, 2011.

The performance criteria for the restricted stock units are based on cumulative group simple cash flow in respect of the period from January 1, 2008 through December 31, 2010, being group operating profit before depreciation, amortization and other charges less fixed assets additions on an accrual basis. The performance criteria include minimum, on-target and maximum performance thresholds. Upon achievement of the minimum level of performance, 50% of the on-target number of restricted stock units will vest; upon achievement of the on-target level of performance, 100% of the on-target number of restricted stock units will vest; and upon achievement of the maximum level of performance, 200% of the on-target number of restricted stock units will vest.   Between these thresholds, vesting will be extrapolated on a linear basis.  If the performance is below the minimum threshold, all of the restricted stock units will lapse.

Equivalent payments may be made in cash rather than common stock at the Compensation Committee’s discretion. If the award recipient’s employment terminates prior to the payment date, the restricted stock units will be forfeited.  The vesting of the restricted stock units will not accelerate in the event of a change in control of the Company.

Awards under the 2008 LTIP

On April 14, 2008, options to purchase an aggregate of 4,613,645 shares of common stock, and an aggregate of 2,816,454 restricted stock units (based on the maximum threshold of 200% being achieved) were awarded to approximately 121 award recipients.  If the on-target threshold is achieved, 1,408,227 restricted stock units will vest.  The exercise price of the options is $12.51 per share, being the mid-market stock price (the average of the highest and lowest stock prices) on the grant date of April 14, 2008.  Additional awards under the 2008 LTIP may be made in the future, but these awards are not expected to be material (individually or in the aggregate).

EX-31.1

Exhibit 31.1

CERTIFICATIONS

I, Neil Berkett, certify that:

1.     I have reviewed this quarterly report on Form 10-Q of Virgin Media Inc. (“Virgin Media”) and Virgin Media Investment Holdings Limited.

2.     Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.

3.     Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrants as of, and for, the periods presented in this report.

4.     The registrants’ other certifying officer and I are responsible for establishing and maintaining the registrants’ disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and Virgin Media’s internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) and have:

a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrants, including their consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)Designed Virgin Media’s internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)Evaluated the effectiveness of the registrants’ disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)Disclosed in this report any change in the registrants’ internal control over financial reporting that occurred during the registrants’ most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrants’ internal control over financial reporting.

5.     The registrants’ other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants’ auditors and the audit committee of the registrants’ board of directors (or persons performing the equivalent functions):

a)     All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants’ ability to record, process, summarize and report financial information; and

b)    Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants’ internal control over financial reporting.

Date: May 8, 2008	/s/ Neil Berkett
	Neil Berkett
	Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATIONS

I, Charles Gallagher, certify that:

1.     I have reviewed this quarterly report on Form 10-Q of Virgin Media Inc. (“Virgin Media”) and Virgin Media Investment Holdings Limited.

2.     Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.

3.     Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrants as of, and for, the periods presented in this report.

4.     The registrants’ other certifying officer and I are responsible for establishing and maintaining the registrants’ disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and Virgin Media’s internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) and have:

a)     Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrants, including their consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)    Designed Virgin Media’s internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)     Evaluated the effectiveness of the registrants’ disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)    Disclosed in this report any change in the registrants’ internal control over financial reporting that occurred during the registrants’ most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrants’ internal control over financial reporting.

5.     The registrants’ other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants’ auditors and the audit committee of the registrants’ board of directors (or persons performing the equivalent functions):

a)     All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants’ ability to record, process, summarize and report financial information; and

b)    Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants’ internal control over financial reporting.

Date: May 8, 2008	/s/ Charles K. Gallagher
	Charles K. Gallagher
	Senior Vice President - Finance

EX-32.1

Exhibit 32.1

Certification of CEO and CFO Pursuant to
18 U.S.C. Section 1350,
as Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report on Form 10-Q of Virgin Media Inc. and Virgin Media Investment Holdings Limited (the “Registrants”) for the three months ended March 31, 2008 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Neil Berkett, as Chief Executive Officer of the Registrants, and Charles K. Gallagher, as Senior Vice President - Finance of the Registrants, each hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to the best of his knowledge, that:

(1)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrants.

/s/ Neil Berkett

Name: Neil Berkett

Title: Chief Executive Officer

Date: May 8, 2008

/s/ Charles K. Gallagher

Name: Charles K.Gallagher

Title: Senior Vice President - Finance

Date: May 8, 2008

A signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002 has been provided to the Registrants and will be retained by the Registrants and furnished to the Securities and Exchange Commission or its staff upon request.

This certification accompanies the Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Registrants for purposes of Section 18 of the Securities Exchange Act of 1934.

EX-99.2

Exhibit 99.2

Description of Virgin Media Inc.’s Common Stock

References to “us,” “our,” “we,” “Virgin Media” and the “Company” shall mean Virgin Media Inc.

The following provides a consolidated description of our common stock:

Authorized Capital Stock

Our authorized capital stock consists of 1,000,000,000 shares of our common stock, 300,000,000 shares of our Class B redeemable common stock and 5,000,000 shares of preferred stock. As of April 3, 2008, we had 328,011,216 shares of common stock outstanding, which were held of record by approximately 484 stockholders, and no shares of preferred stock or Class B redeemable common stock outstanding.

The number of authorized shares of any of our preferred stock, our common stock or our Class B common stock may be increased or decreased, but not below the then number of shares outstanding or reserved for issuance, by the vote of the holders of a majority of the voting power of our capital stock and no vote of the holders of any of our preferred stock, our common stock or our Class B common stock, voting separately as a class, is required therefor. Our second restated certificate of incorporation, which we refer to as our certificate of incorporation, our restated bylaws, our Series A Warrant Agreement, as amended, our Stockholder Rights Agreement, as amended, and the form of indemnity agreement provided to our officers and directors contain the full legal text of the matters described in this section. We have filed copies of these documents with the Securities and Exchange Commission, or SEC.

Common Stock

The holders of our common stock are entitled to one vote for each share held of record on all matters submitted to a vote of our stockholders and do not have cumulative voting rights. The holders of our common stock are not entitled to vote on any amendment to our certificate of incorporation that relates solely to the terms of one or more outstanding series of our preferred stock if the holders of the affected series of our preferred stock are entitled, either separately or together with the holders of one or more other series of our preferred stock, to vote on these amendments under our certificate of incorporation or under the Delaware General Corporation Law, or DGCL.

After payment of any dividends due and owing to any holders of our preferred stock, holders of our common stock are entitled to proportionately receive any dividends as may from time to time be declared by our board of directors out of funds legally available for the payment of dividends.

In the event of our liquidation, dissolution or winding up, holders of our common stock would be entitled to share proportionately in all of our assets available for distribution to holders of our common stock remaining after payment of liabilities and liquidation preference of any of our outstanding preferred stock. Holders of common stock have no preemptive rights and have no rights to convert their common stock into any other securities. There are no redemption or sinking-fund provisions contained in our certificate of incorporation with respect to the common stock. There is no liability for further calls or for assessments by us.

The rights, preferences and privileges of holders of our common stock may be adversely affected by the rights of the holders of shares of any series of preferred stock that may be issued in the future.

Our common stock currently trades under the symbol “VMED” on the NASDAQ Global Select Market.

Preferred Stock

Our board of directors has the authority to issue preferred stock in one or more series without any further vote or action by our stockholders, unless any action is required by applicable law, the rules of

any exchange, automated quotation system or regulated quotation system on which our securities may be listed or quoted or applicable rules of any self-regulatory organization. Our board of directors may fix as to any series of preferred stock the designation, title, voting powers and any other preferences as well as the other rights and qualifications, limitations or restrictions.

The ability of our board of directors to issue one or more series of preferred stock provides increased flexibility in structuring possible future financings and acquisitions and in meeting other corporate needs which might arise. Our board of directors will make any determination to issue the shares based on its judgment as to our best interests and the best interests of our stockholders. Our board of directors, in so acting, could issue preferred stock having terms that could discourage an acquisition attempt or other transaction that some or a majority of the stockholders might believe to be in their best interests or in which stockholders might receive a premium for their shares over the then current market price of our common stock.

Series A Junior Participating Preferred Stock

Our certificate of incorporation authorizes the issuance of 1,000,000 shares of Series A Junior Participating Preferred Stock. The issuance of the Series A Junior Participating Preferred Stock is governed by our Stockholder Rights Agreement, as described in “— Stockholder Rights Agreement” below.

Dividends and Ranking. Each share of Series A Junior Participating Preferred Stock will entitle its holder to receive dividends out of our funds legally available for the payment of dividends. With respect to those dividends, the Series A Junior Participating Preferred Stock will rank:

·senior to all classes of the common stock and to each other class of capital stock or series of our preferred stock that are designated to rank junior to the Series A Junior Participating Preferred Stock;

·junior to all classes of our preferred stock that are designated to rank senior to the Series A Junior Participating Preferred Stock; and

·equal to all classes of preferred stock that are designated to rank equally with the Series A Junior Participating Preferred Stock.

Dividends are payable quarterly in cash on the first day of January, April, July and October of each year, in an amount per share adjusted proportionately to account for any stock dividends on, or subdivisions or combinations of, our common stock, equal to the greater of:

·   $10.00; or

·subject to adjustment, 1,000 times the aggregate amount per share of all cash and non-cash dividends declared on the common stock since the immediately preceding dividend payment date (other than certain exempted dividends).

Liquidation, Dissolution or Winding up. Upon our liquidation, dissolution or winding up, the holders of outstanding shares of Series A Junior Participating Preferred Stock will be entitled to be paid out of the assets available for distribution to our stockholders after payment of any liquidation values of any securities senior in liquidation rights to the Series A Junior Participating Preferred Stock. The holders of the Series A Junior Participating Preferred Stock will be entitled to receive, subject to adjustment for a stock dividend on, or a subdivision or combination or consolidation of, our common stock, the greater of:

·$1,000.00 for each share of Series A Junior Participating Preferred Stock they hold, plus any accrued and unpaid dividends or distributions on those shares; and

·the aggregate amount per share equal to 1,000 times the aggregate amount to be distributed per share to holders of the common stock.

If, upon any liquidation, dissolution or winding up of us, the remaining assets available for distribution are insufficient to pay the holders of the Series A Junior Participating Preferred Stock and all other securities ranking equally with the Series A Junior Participating Preferred Stock with respect to liquidation the full amount to which they are entitled, the holders of Series A Junior Participating Preferred Stock will share those remaining assets ratably with the holders of these equally ranking securities. Following the payment of the liquidation value in full with respect to each share of Series A Junior Participating Preferred Stock, no additional distributions will be made to the holders of the Series A Junior Participating Preferred Stock.

Voting Rights. Subject to adjustment for a stock dividend on, or a subdivision or combination of, our common stock, each share of Series A Junior Participating Preferred Stock will entitle the holder to 1,000 votes on all matters submitted to a vote of holders of our common stock. The holders of the Series A Junior Participating Preferred Stock will vote together with the holders of our common stock as a single class.

If dividends on the Series A Junior Participating Preferred Stock are in arrears in an amount equal to six quarterly dividends, whether or not consecutive, the holder of the Series A Junior Participating Preferred Stock will, voting as a single class with the holders of other shares of preferred stock having similar rights, be entitled to elect two new directors to our board of directors. The directors will serve until dividends on the Series A Junior Participating Preferred Stock are no longer in arrears.

Consolidation, Merger, etc. If we enter into any consolidation, merger, combination or other transaction in which our common stock is exchanged or changed into other stock or securities, cash or any other property, then the Series A Junior Participating Preferred Stock shall be exchanged or changed in an amount per share equal to 1000 times the aggregate amount of stock, securities, cash or other property for which each share of our common stock is changed or exchanged.

Redemption. The Series A Junior Participating Preferred Stock will not be redeemable.

Conversion. The Series A Junior Participating Preferred Stock will not be convertible.

Class B Redeemable Common Stock

Our Class B redeemable common stock was authorized and issued for purposes of the merger of NTL Incorporated with a subsidiary of Telewest Global, Inc. It has rights and privileges identical to our common stock, except in respects no longer relevant, and except that it is not transferable. It has all been redeemed.

Stockholder Rights Agreement

Each share of our common stock is accompanied by a stockholder right. Each stockholder right, when it becomes exercisable, entitles the registered holder to purchase from us one one-thousandth of a share of Series A Junior Participating Preferred Stock at the stockholder rights purchase price of $80.00, subject to adjustment pursuant to the terms of the Stockholder Rights Agreement.

The Stockholder Rights Agreement is intended to encourage a potential acquirer to negotiate directly with the Virgin Media board of directors, but may have anti-takeover effects. The Stockholder Rights Agreement could cause substantial dilution to a person or group that acquires a substantial interest in Virgin Media without the prior approval of the our board of directors. The effect of the stockholder rights may be to delay, defer or prevent a change in control of Virgin Media (including through a third party tender offer at a price which reflects a premium to then prevailing market prices) that may be beneficial to our stockholders.

The stockholder rights will separate from our common stock and become exercisable on the “distribution date,” which is the earlier of (i) the close of business on the date a person or group becomes an “acquiring person” by (a) having acquired beneficial ownership of 15% or more of the outstanding shares of our common stock, except for acquisitions of 15% or more by Virgin Media, by any of its subsidiaries, by any of our employee benefit plans or related entities, directly from Virgin Media, as a result of stock repurchases by Virgin Media or as a result of inadvertent acquisitions where the person rectifies the breach in accordance with the Stockholder Rights Agreement, or (b) entering into an agreement or arrangement with us or any of our subsidiaries providing for an acquisition transaction when the stockholder rights are not redeemable, and (ii) the date 10 business days (or such later date as the Telewest board of directors will determine) following the commencement of a tender offer or exchange offer that would result in a person or group becoming an acquiring person.

The stockholder rights will not be exercisable until the distribution date and will expire at 5:00 p.m., New York City time, on March 2, 2014 unless such date is extended or the stockholder rights are earlier redeemed or exchanged by Virgin Media.

In the event that a person becomes an acquiring person, each holder of a stockholder right will thereafter have the right to receive, upon exercise, our common stock (or, in certain circumstances, other securities of Virgin Media) having a value equal to two times the exercise price of the stockholder right. Once the stockholder rights become exercisable, all rights owned by the acquiring person, and the acquiring person’s affiliates and associates, will be null and void.

In the event that, at any time following the “shares acquisition date,” (i) Virgin Media is acquired in a merger or other business combination transaction in which the holders of all of our outstanding shares of common stock immediately prior to the consummation of the transaction are not the holders of all of the surviving company’s voting power, or (ii) more than 50% of the assets or earning power of Virgin Media is sold or transferred, in either case with or to an acquiring person or any affiliate or associate or any other person in which such acquiring person, affiliate or associate has an interest or any person acting on behalf of or in concert with such acquiring person, affiliate or associate, or, if in such transaction all holders of our common stock are not treated alike, any other person, then each holder of a stockholder right (except stockholder rights which previously have been voided as set forth above) shall thereafter have the right to receive, upon exercise, common shares of the acquiring company (or in certain circumstances, its parent) having a value equal to two times the exercise price of the stockholder right. The holder of a stockholder right will continue to have the right described in this paragraph whether or not such holder exercises or surrenders the right described in the preceding paragraph.

At any time prior to the earlier of (i) a person becoming an acquiring person or (ii) the expiration of the stockholder rights, and under certain other circumstances, our board of directors may redeem the stockholder rights in whole, but not in part, at a price of $0.001 per stockholder right, or the stockholder rights redemption price, payable in cash, our common stock or other consideration deemed appropriate by our board of directors.

Additionally, following the shares acquisition date, we may redeem the then outstanding stockholder rights in whole, but not in part, at the stockholder rights redemption price, provided that (i) such redemption is in connection with a merger or other business combination transaction or series of transactions involving us in which all holders of shares of our common stock are treated alike but not involving an acquiring person or its affiliates or associates or (ii) for so long as the acquiring person is not thereafter the beneficial owner of 15% of our common stock and at the time of redemption no other persons are acquiring persons. The payment of the stockholder rights redemption price may be deferred under certain circumstances as contemplated in the stockholder rights agreement.

Any of the provisions of the Stockholder Rights Agreement may be amended by our board of directors prior to the distribution date. After the distribution date, the provisions of the Stockholder Rights Agreement may be amended by our board of directors in order to cure any ambiguity, to make changes that do not adversely affect the interests of holders of stockholders rights, or to shorten or lengthen any time period under the Stockholder Rights Agreement, except that the Stockholder Rights Agreement may not be supplemented or amended to lengthen (1) a time period relating to when the stockholder rights may be redeemed at such time as when the stockholder rights are not then redeemable, or (2) any other time period unless any such lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of stockholder rights under the Stockholder Rights Agreement. The foregoing notwithstanding, no amendment may be made to the Stockholder Rights Agreement at a time when the stockholder rights are not redeemable except to cure any ambiguity or correct or supplement any provision contained in the Stockholder Rights Agreement that may be defective or inconsistent with any other provision therein.

Series A Warrants

On January 10, 2003, when we emerged from reorganization under Chapter 11 of the U.S. Bankruptcy Code, we issued Series A warrants to some of our former creditors and stockholders. Each of our Series A warrants entitles the holder to purchase 2.94645 shares of common stock at an exercise price of $105.17 per share, subject to adjustment. The Series A warrants are presently exercisable for a total of 25,769,060 shares of our common stock. The Series A warrants expire on January 10, 2011. The agreement governing the Series A warrants is governed by New York law. The Series A warrants are listed on the NASDAQ Global Select Market under the symbol “VMEDW.”

Instead of paying the aggregate exercise price, the holder of a Series A warrant may request that we deliver a number of shares of our common stock equal to:

·the product of the then current market price per share of common stock as of the date we receive the request, multiplied by the number of shares of common stock underlying the Series A warrants being exercised; minus

·the product of the exercise price, multiplied by the number of shares of common stock underlying the Series A warrants being exercised; divided by

·the market price per share of common stock as of the date the request is received by the Company.

We will not be required to issue fractional shares of common stock upon the exercise of the Series A warrants.

The exercise price and number of shares issuable upon exercise of each Series A warrant will be proportionately adjusted if we:

·   pay a dividend or make a distribution on our common stock in shares of common stock;

·   subdivide or combine our outstanding shares of common stock;

·make a distribution on our common stock in shares of our capital stock other than common stock; or

·issue by reclassification of our common stock any shares of our capital stock.

Following this adjustment, the holders of Series A warrants will be entitled to receive the number and kind of shares of common stock or other securities which they would have received if their Series A warrants had been exercised immediately before the occurrence of any of these events.

The Series A warrant exercise price also will be adjusted pursuant to the terms of the Series A Warrant Agreement if we:

·distribute warrants, options or other rights to holders of common stock entitling them, for a period expiring within 45 days after a specified record date, to purchase shares of common stock or securities convertible into, or exchangeable or exercisable for, common stock at a price per share, or with an initial conversion, exchange or exercise price, less than the market price per share of common stock on that record date; or

·distribute non-cash assets, debt securities, preferred stock or any options, warrants or other rights to purchase debt securities, assets or other securities of ours.

Upon the adjustment of the exercise price, the number of shares issuable upon exercise of the Series A warrants will be adjusted pursuant to the terms of the Series A Warrant Agreement.

The Series A Warrant Agreement further provides that some other actions or events may trigger an adjustment in the exercise price of the Series A warrants, including some recapitalizations or reclassifications of shares of our common stock, consolidations or mergers, sales or transfers of all or substantially all of our assets and compulsory share exchanges. If one of these events takes place as part of a cash transaction (a “cash transaction”) then the following criteria apply:

·the cash transaction is entered into or publicly announced on or before January 10, 2004 and the amount of cash consideration payable to a holder of one share of common stock exceeds $133.49; or

·the cash transaction is entered into or publicly announced on or before January 10, 2005, and the amount of cash consideration payable to a holder of one share of common stock exceeds $162.09; or

·the cash transaction is entered into or publicly announced on or before January 10, 2006 and the amount of cash consideration payable to a holder of one share of common stock exceeds $190.70; and

·the acquiring person or an affiliate of the acquiring person has any class of voting stock having ordinary voting power for the election of a majority of the board of directors or governing body, other than stock having voting power only by reason of the happening of a contingency.

The foregoing criteria were not satisfied on or before January 10, 2006. The Series A Warrant Agreement further provides that if the above-mentioned criteria are satisfied then the Series A warrants will become warrants of the acquiring person or, in specified circumstances, the warrants of an affiliate of the acquiring person. These warrants, as modified, will also expire on January 10, 2011 and will:

·   have an exercise price equal to an adjustment multiple, as described below, multiplied by:

·in the event of an existing listing, the 25-day average market price of the acquiror’s or its affiliate’s listed voting stock determined on the date the cash transaction is entered into or publicly announced, whichever is lower; or

·in the event of a new listing, the 15-day average market price of the acquiror’s or its affiliate’s listed voting stock determined as of the close of trading on the fifteenth consecutive trading day post-consummation of the cash transaction; and

·be exercisable for a number of shares of the acquiror’s or its affiliate’s listed voting stock equal to the aggregate exercise price of the Series A warrants divided by the aggregate exercise price of the acquiror or affiliate warrants.

In the event of a cash transaction, the adjustment multiple referred to above will equal the exercise price divided by the cash consideration payable in respect of one share of common stock in the cash transaction. In the event of a transaction consummated with a combination of cash and non-cash consideration to which cash transaction treatment would apply for purposes of the warrant, the adjustment multiple will equal the exercise price divided by the cash consideration payable in respect of one share of common stock in the transaction, plus:

·the acquiror’s or its affiliate’s listed voting stock portion of the other consideration offered per share of common stock valued based on:

·in the event of an existing listing, the 25-day average market price of the acquiror’s or its affiliate’s listed voting stock determined on the date the cash transaction is entered into or publicly announced, whichever is lower; or

·in the event of a new listing, the 15-day average market price of the acquiror’s or its affiliate’s listed voting stock determined as of the close of trading on the fifteenth consecutive trading day post-consummation of the cash transaction; and

·the acquiror’s or its affiliate’s non-listed voting stock portion of the other consideration offered per share of common stock as determined by our board of directors.

Concurrently with the consummation of a cash transaction or a cash and non-cash consideration transaction to which cash transaction treatment would apply for purposes of the warrants:

·the person formed by or surviving any transaction will enter into a supplemental warrant agreement providing for adjustments that will be equivalent, to the extent practical, to the adjustments provided for in the Series A warrant agreement; and

·the successor person will mail to Series A warrant holders a notice describing the supplemental warrant agreement.

The Series A Warrant Agreement further provides that if these criteria are not satisfied but a cash transaction is entered into or publicly announced on or before January 10, 2006, subject to consummation of the transaction, the exercise price will be automatically adjusted to equal 90% of the cash consideration per share of common stock payable in the transaction. The transaction will not be consummated unless and until a notice setting forth the adjustment has been mailed to all registered holders of Series A warrants. The record date for the mailing will be two business days prior to the first mailing of the adjustment. The notice period must remain open for a period of at least 20 business days from the date of first mailing of the adjustment notice. On the later to occur of the expiration of the 20-business day notice period and consummation of the transaction, any Series A warrant not previously exercised will expire at that time. No cash transaction was entered into or publicly announced on or before January 10, 2006.

If on or after January 10, 2003 and prior to January 10, 2011, a transaction of the type described above is consummated and the consideration payable to holders of common stock consists solely of non-cash consideration (a “non-cash transaction”):

·the Series A warrants will automatically become exercisable for the kind and amount of non-cash consideration that the holder of a Series A warrant would have owned or had the right to acquire immediately after consummation of the transaction if the holder had exercised the Series A warrant immediately prior to the consummation of the transaction;

·concurrently with the consummation of this type of non-cash transaction, or a transaction with both cash and non-cash consideration to which non-cash transaction treatment would apply for purposes of the warrants pursuant to the terms of the Series A warrant agreement,

the person formed by or surviving any such transaction will enter into a supplemental warrant agreement providing for adjustments that will be equivalent, to the extent practical, to the adjustments provided for in the Series A warrant agreement; and

·the successor person will mail to Series A warrant holders a notice describing the supplemental warrant agreement.

If on or after January 10, 2003 and prior to January 10, 2011, a transaction of the type described above is consummated and the consideration payable to holders of common stock consists partly of cash consideration and partly of non-cash consideration:

·if the cash consideration payable in the transaction exceeds 90% of the total consideration payable in the transaction, cash transaction treatment will apply to the Series A warrants in the transaction; and

·if the cash consideration payable in the transaction is less than or equal to 90% of the total consideration payable in the transaction, non-cash transaction treatment will apply to the Series A warrants in the transaction.

If non-cash transaction treatment applies to Series A warrants in a transaction with both cash and non-cash consideration:

·the Series A warrants will automatically become exercisable for the kind and amount of non-cash consideration which the holder of a Series A warrant would have owned or had the right to acquire immediately after consummation of the transaction if the holder had exercised the Series A warrant immediately prior to the consummation of the transaction; and

·any cash consideration that the Series A warrant holder would have been entitled to receive in the transaction with both cash and non-cash consideration will be valued at the amount of the cash. In lieu of payment of the cash consideration, the following form(s) of non-cash consideration will be paid to the Series A warrant holders on a pro rata basis until the full amount of the portion of the cash consideration that would have otherwise been payable to the Series A warrant holders in the transaction with both cash and non-cash consideration is paid:

·              first, in acquiror’s listed voting stock; and

·second, in securities or other property or assets, excluding cash consideration except solely in the case of fractional shares.

No adjustment in the exercise price of the Series A warrants will be required if the adjustment, together with any prior adjustments not made, is less than 1% of the Series A warrants’ current exercise price or if Series A warrant holders are to participate in the transaction. No adjustment in the exercise price of the Series A warrants will be required in the case of a change in the par value of the common stock. To the extent the Series A warrants become convertible into cash, no adjustment will be required thereafter.

In the event that the exercise price is adjusted, we will, within 25 days, deliver to the warrant agent, with notice to the Series A warrant holders, a certificate setting forth the exercise price after the adjustment and setting forth, in reasonable detail, the method of calculation therefor and the number of shares of common stock issuable upon exercise of a Series A warrant. Upon each adjustment of the Series A warrant exercise price, the number of shares of common stock issuable upon exercise of each outstanding Series A warrant will be adjusted accordingly. Prior to us undertaking some actions, we must mail a notice detailing the transaction at least 10 or 20 days,

depending on certain circumstances, prior to the applicable record date or promptly in the case of events for which there is no record date.

Certificate of Incorporation and Bylaw Provisions

Various provisions contained in our certificate of incorporation and restated bylaws could delay or discourage some transactions involving an actual or potential change in control of us. These provisions may also limit the ability of our stockholders to remove current management or approve transactions that our stockholders may deem to be in their best interests. For these reasons, these provisions could adversely affect the price of our common stock. These provisions:

·divide our board of directors into three classes of directors, with each class serving a staggered three-year term. As the classification of the board of directors generally increases the difficulty of replacing a majority of the directors, this classification may discourage a third party from making a tender offer or otherwise attempting to obtain control of us and may maintain the composition of the board of directors;

·provide that a director may be removed from our board of directors only for cause, and then only by a supermajority vote of the outstanding shares;

·state that special meetings of our stockholders may be called only by a majority of our board of directors, any board committee, our chairman or our president and stockholders may not act by written consent;

·establish advance notice requirements for submitting nominations for election to the board of directors and for proposing matters that can be acted upon by stockholders at a meeting;

·provide that our restated bylaws may be amended by either (i) a supermajority vote of the outstanding shares or (ii) a majority vote of our board of directors, except that a supermajority vote of our board of directors is required to amend any provision relating to the conduct of business in the name of the corporation and the commingling of corporate money and assets;

·provide that some provisions of our certificate of incorporation can be amended only by supermajority vote of the outstanding shares;

·provide that none of our directors will be personally liable for monetary damages for breach of fiduciary duty as a director, to the extent permitted under the DGCL; and

·provide that we are governed by Section 203 of the DGCL. See “— Delaware Anti-Takeover Law” below.

Delaware Anti-Takeover Law

In our certificate of incorporation, we have elected to be governed by Section 203 of the DGCL. Generally, Section 203 of the DGCL prohibits a publicly-held Delaware corporation from engaging in any business combination with an interested stockholder for a period of three years following the time that the stockholder becomes an interested stockholder, unless:

·prior to that time either the business combination or the transaction that resulted in the stockholder becoming an interested stockholder is approved by the board of directors of the corporation;

·upon consummation of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced excluding, for purposes of determining the voting stock outstanding, those shares held by persons who are both

directors and officers and some employee stock plans but not excluding the outstanding voting stock owned by the interested stockholder; or

·at or subsequent to that time the business combination is approved by the board of directors of the corporation and authorized at an annual or special meeting of stockholders, and not by written consent, by the affirmative vote of at least two-thirds of the outstanding voting stock that is not owned by the interested stockholder.

A business combination includes some mergers, consolidations, asset sales, transfers and other transactions resulting in a financial benefit to the interested stockholder. An interested stockholder is a person who, together with affiliates and associates, owns, or within the preceding three years did own, 15% or more of the corporation’s voting stock.

Transfer Agent and Registrar

The transfer agent and registrar for our common stock and Series A warrants is The Bank of New York.

Indemnification Provisions

Section 145 of the Delaware General Corporation Law authorizes a corporation to indemnify its directors, officers, employees and agents against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement reasonably incurred, including liabilities under the U.S. Securities Act of 1933 (the “Securities Act”). In order to receive indemnification, the director, officer, employee or agent must have acted in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the corporation. However, in the case of proceedings brought by or on behalf of the corporation, indemnification is limited to expenses and is not permitted if the individual is adjudged liable to the corporation, unless the court determines otherwise. Our certificate of incorporation and restated bylaws require us to indemnify our officers and directors to the full extent permitted by Delaware law. The indemnification permitted under Delaware is not exclusive of any other rights to which these persons may be entitled.

Section 102(b)(7) of the Delaware General Corporation Law authorizes a corporation to limit or eliminate its directors’ liability to the corporation or its stockholders for monetary damages for breaches of fiduciary duties, other than for:

·   breaches of the duty of loyalty to the corporation or its stockholders;

·acts or omissions not in good faith or that involve intentional misconduct or knowing violations of law;

·unlawful payments of dividends, stock purchases or redemptions; or

·transactions from which a director derives an improper personal benefit.

Our certificate of incorporation limits to the full extent permitted by Delaware law our directors’ liability to us and our stockholders for monetary damages for breaches of fiduciary duty.

Section 145 of the Delaware General Corporation Law authorizes a corporation to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation against any liability asserted against him or her and incurred by him or her in his or her capacity as a director, officer, employee or agent of the corporation, or arising out of his or her status as a director, officer, employee or agent of the corporation. Our certificate of incorporation and restated bylaws provide that we may, to the full extent permitted by law, purchase and maintain insurance on behalf of any of our directors, officers, employees or agents against any

liability that may be asserted against him or her and we currently maintain this insurance. We have liability insurance covering our directors and officers for claims asserted against them or incurred by them in their capacity as directors and officers, including claims brought under the Securities Act.

In addition, we provide indemnity agreements to our officers and directors. Under our bylaws and these indemnity agreements, we must indemnify an indemnitee to the fullest extent permitted by the DGCL for losses and expenses incurred in connection with actions in which the indemnitee is involved by reason of having been a director or officer of ours. We are also obligated to advance expenses an indemnitee may incur in connection with these actions before any resolution of the action. The form of indemnity agreement provided to our directors and officers has been filed as an exhibit to our Annual Report on Form 10-K for the year ended December 31, 2007 and is incorporated by reference herein.