Investor & Analyst DayNew York

November 11, 2008

1

Forward-looking statements

“Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995:

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

These and other factors are discussed in more detail under “Risk Factors” and elsewhere in Virgin Media’s Annual Report on Form 10-K for the year ended December 31, 2007, as filed with the Securities and Exchange Commission, or SEC, on February 29, 2008, as amended, and Virgin Media’s Quarterly Reports on Form 10-Q for the quarter ended March 31, 2008, as filed with the SEC on May 8, 2008, for the quarter ended June 30, 2008, as filed with the SEC on August 7, 2008 and for the quarter ended September 30, 2008, as filed with the SEC on November 10, 2008. Virgin Media assumes no obligation to update forward looking statements to reflect actual results, changes in assumptions or changes in factors affecting these statements.

Jim Mooney – Chairman

Introduction

3

9:40 Neil Berkett: Strategy for Growth and Performance to Date– Why Virgin Media is best positioned in a new converging digital world

10:20 Mark Schweitzer: Consumer Growth Initiatives10:40 Q&A11:00 Break11:15 Howard Watson: Network Strength

– Technical and competitive advantages of our network now and in the futureBuilding a Customer Focused Organization– Proposed operational transformation program

11:40 Q&A12:00 Charles Gallagher: Financial Structure & Flexibility

– Non-consumer assets– Financial implications of operational transformation– Investing for growth– Flexible capital structure

12:20 Neil Berkett: Regulatory Progress and Summary12:30 Q&A12.45 Close

Agenda

4

Management

Andrew BarronChief Customer and Operations Officer

Bryan H. HallGeneral Counsel

Charles GallagherSenior Vice

President Finance

Neil BerkettCEO

Elisa NardiChief People Officer

Mark SchweitzerChief Commercial

Officer

Malcolm WallCEO – Content

Howard WatsonChief Transformation & Technology Officer

5

Leveraging our strengths since the mergers

• Cable merger in 2006 resulted in £250m annualized cost savings

• Reinvestment in highly competitive bundled pricing offers

• Acquired Virgin Mobile and re-branded in Feb 2007

• Strong progress in fundamentals

– Churn, product quality, reliability and customer service

• Today we are refocusing the business to exploit network capability for renewed growth

– Lead in next generation broadband

– Lead on-demand TV revolution

– Leverage mobile as our third screen in the home

• Building a more efficient customer focused organization through proposed operational transformation

– Objective of over £120m of annualized P&L savings by 2012

Neil Berkett – CEO

Strategy for Growth and Performance to Date

7

8

Align operating model with strategy

Building a customer focused organization able to respond effectively to fast moving changes in the market,

technology and consumer demands

• Expect proposed new operating model will deliver significant improvements in

– Customer focus, product management/delivery, and clearer accountabilities leading to streamlined decision-making

• Supported by better processes with a view to achieving annualized P&L savings of over £120m by 2012

• Strategic growth initiatives mean capex expected to be at top end of 13-15% guidance range

– Targeting 10Mb growth, intelligently expanding our network, strengthening TV, DPI, behavioural advertising, leveraging mobile

9

0%10%20%30%40%50%60%70%80%90%

100%

2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017

PVR VOD HD

The world is changing!

• Changing habits of consumption

• Overall traffic per user is growing rapidly across the world

• Consumer IP traffic will quadruple by 2011 driven by video – Cisco estimate (see graph)

– UK faces unique iPlayer issues• Ofcom suggest 400% increase in VOD in next three years• Virgin Media broadband customers’ average data consumption up 81% from 4.7 to 8.6Gbytes per month in 18 months

Forecast global consumer IP traffic 2005-2011

Consumer IP traffic will quadruple in 4 years driven by video

1970 1980 1990 2000 2005 2006 2007 2008 2009 2010 2011

Glo

bal c

onsu

mer

IP tr

affic

Video to STB & TVSwitch to HD deliveryIPTVCore to Casual MMOGDVD Digital RetailRise of StreamingMultimedia enabled UGCBroadcasters go online

MMOGUGC sites e.g. YouTubeSocial NetworkingSaaS – Salesforce.comBroadband Adoption

eCommerce e.g. AmazonWeb-based emailYahoo! & Google emergeNetscape Browser

TB/mo 8 Exabytes/mo

2 Exabytes/mo

Web 3.0

Web 2.0

Web 1.0

UK penetration of integrated PVRs, VOD & HD services

Source: 3reasons ltd, spring 2008Source: Cisco, 2008

10

Application strength is key

• Levelling the linear content playing field versus Sky

– Possible regulatory intervention from Ofcom Market Investigation

– Economic wholesale access to premium

– Access to Premium HD

– Return of Sky Basics

– Largely funded through increase in VMtv licence payments

– Plan to add linear HD channels

• Content increasingly delivered "over the top"

– iPlayer online

– Studio movies/TV increasingly delivered over internet

– You Tube, Google Video, iTunes etc

• Consumers increasingly demanding On-Demand content

IP and TV world converging; Virgin Media best placed to exploit

11

Our priorities

Refocus growth strategy on leveraging our network advantage

Billing system migration Improve product quality and reliability

Customer serviceAddress backbook

Develop analytical toolsto enhance understanding of the market and our customers

Addressing our capital structureCapture 0perational efficiencies

StrategicStrategic

OperationalOperational

FinancialFinancial

Lead next generation broadband

Lead on-demand TV revolution

Leverage mobile as the 3rd

screen in the home

No.1 priority reducing churn

Address imperfections in the Regulatory FrameworkRegulatoryRegulatory

12

Cable has a clear technical advantage

Virgin MediaNetwork

BTNetwork

Home Home

Hub Exchange

Cabinet Cabinet

Fiber to the CabinetCopper to the Cabinet

(POTS & ADSL2+)

Coax to the Home(DVB-C & DOCSIS 3)

Copper to the Home(POTS & VDSL2 capable)

2, 10, 20, 50 Mb/sPlus DTV & VOD

>20 Mb/s to <5%Includes any IPTV

LLU

Copper to the Home(POTS & ADSL2+)

13

Delivering the 3rd Screen with TV, Broadband and Mobile

Communication and social networkingEntertainment

Handsets and pricingWeb browsing

• Currently use Motricity for platform / search• Provides simple mobile access to popular mobile web sites,

e.g., BBC, e-Bay, Amazon• Redesigned mobile portal to promote games, music, TV

highlights, • Cross platform advertising delivered via 4 screens

• More 3G devices with larger touch screens to support internet / video use

• Simple, affordable pricing

– Daily unlimited usage rate of 30p from early December

– Monthly data inclusive packages in 2009

• Plan to launch ‘Free instant Windows Messenger’ for customers with compatible handsets

• Instant Messenger expected to attract customers with higher usage profiles

• Mobile access to Virgin broadband e-mail addresses provides always-on mail, home or away

• New mobile portal launching Dec offering customer access to social networking on mobile – quick access to Facebook, My Space, Bebo, Yahoo!, new Yahoo! search engine

• Mobile portal and Virgin TV programme collaborations

– Sarah Connor Chronicles, Most Haunted

• Mobile Portal and TV Video On Demand collaborations –joint music campaigns e.g., Jack Johnson artist takeover simultaneously on both TV and Mobile platforms

• Cross portal and sponsorship programmes – V Festival content, mobile gig list application, with live TV footage via Channel

14

We have the best broadband economicsGiving us a real competitive advantage

Average cost per subscriber relative to Virgin Media

Source: Oliver & Ohlbaum Analysis, October 2008; Costs weighted for LLU / Non LLU split

48.7%

22.2% 17.9%12.0%

3.4%6.5%8.0%11.2%

11.3% 6.9%10.8%

23.2%

VirginMedia

BT Retail Sky Talk Talk Tiscali Orange

In-franchise market share National market share

10166

10696

45

161

VirginMedia

BT Retail Sky Talk Talk Tiscali Orange

100

217210193179

248

VirginMedia

BT Retail Sky Talk Talk Tiscali Orange

Total & in-franchise share of broadband subscribers In-franchise share of revenue indexed to share of subscribers

• Our unique broadband proposition creates a uniquely profitable combination:

– High share, strong ARPU and leading cost base

• DSL competitors face an unenviable choice

– Growing market share, but with low revenues on a high cost base (Sky)

– Falling market share, with high revenues on a high cost base (BT Retail)

15

Strategic growth objectives

• 4Mb to 10Mb upgrade completed in Sept 08• Supported wireless router launched• Migrating 20Mb customers onto Docsis 3.0 will improve service quality and

speed for all tiers• Preparing for 50Mb launch (Q4)

• First and only TV platform to launch iPlayer• Approx 12m iPlayer views per month, 1/3 of all iPlayer views• 96% growth in VOD views from Q3-07 to Q3-08• Increased DVR (V+) penetration from 6% to 14% year-on-year

• Record contract cross-sell to cable base in Q3-08• Renegotiated wholesale voice and data rates with T-mobile• Launched mobile broadband in October• Mobile sales integration

Consumer strategy YTD progress

Lead next generation broadband

Lead next generation broadband

Lead on demand TV revolution

Lead on demand TV revolution

Leverage position in mobile

Leverage position in mobile

16

Customers are paying for quality

On-net broadband tier mix (‘000s / % of total) Tier mix at point of acquisition

Average ARPU uplift

– L to XL + £8

– M to L + £3

76% 71%

18%19%

6% 10%

3,308 3,626

Q3-07 Q3-08

"M" 2Mb "L" 10Mb "XL" 20Mb

77%

53%

19%

35%

4%12%

Q3-07 Q3-08

"M" 2Mb "L" 10Mb "XL" 20Mb

• Huge success in driving upsell to higher speed, higher priced broadband at point of sale

• Upsell is central to our broadband strategy, given high market penetration but low penetration of high speed

– Higher ARPU

– Lower churn

– Increased differentiation versus competition

17

The on-demand world is here

Monthly VOD views (m) VOD views per user

• VOD usage is continuing to grow – nearly half of our TV homes use this service monthly

– Catch-up TV, music and TV on demand are the most viewed products

• VOD reduces churn

• Leverage growing usage through VOD advertising capability

– 3 month trial underway in North London

– Adverts from Kellogs, John Lewis and Royal Mail are being inserted around selected on-demand programs from VMtv, Channel 4 and Warner TV

• Opportunity to further improve user interface through personalisation, search, visuals, recommendations etc.

iPlayer/BBC views (m)

23

45

Q3-07 Q3-08

17

27

Q3-07 Q3-08

9.1

11.9

Q2-08 Q3-08

18

0%2%4%6%8%

10%12%14%

Q1-07 Q2-07 Q3-07 Q4-07 Q1-08 Q2-08 Q3-08

DTV Broadband Phone Combined

Strong operational trends since merger

Mobile contract subscribers (000s)

Fault ratesPercentage of calls abandoned

Broadband subscribers (000s)

121192

246299 329

376436

492579

Q3-06 Q4-06 Q1-07 Q2-07 Q3-07 Q4-07 Q1-08 Q2-08 Q3-08

0%

5%

10%

15%

20%

Q1-07 Q2-07 Q3-07 Q4-07 Q1-08 Q2-08 Q3-08

2,902 2,980 3,059 3,146 3,192 3,308 3,414 3,502 3,563 3,626

Q2-06 Q3-06 Q4-06 Q1-07 Q2-07 Q3-07 Q4-07 Q1-08 Q2-08 Q3-08

19

Strong operational trends since merger (cont’d)

RGUs² (millions)

Monthly on-net cable churnCable RGU / customer

Triple play¹

1.5%

1.8% 1.7% 1.6%1.8% 1.7%

1.4%1.2% 1.3%

1.5%

Q2-06 Q3-06 Q4-06 Q1-07 Q2-07 Q3-07 Q4-07 Q1-08 Q2-08 Q3-08

37.1% 38.7% 40.6% 42.9%45.2% 47.0%

49.5% 51.3% 53.1% 54.7%

Q2-06 Q3-06 Q4-06 Q1-07 Q2-07 Q3-07 Q4-07 Q1-08 Q2-08 Q3-08

2.12 2.14 2.172.20

2.232.26

2.29 2.322.36 2.38

Q2-06 Q3-06 Q4-06 Q1-07 Q2-07 Q3-07 Q4-07 Q1-08 Q2-08 Q3-08

10.9 11.0 11.2 11.2 11.4 11.7 11.9 12.0 12.2

Q3-06 Q4-06 Q1-07 Q2-07 Q3-07 Q4-07 Q1-08 Q2-08 Q3-08

1 Triple play is percentage of on-net customers who take all three cable TV, phone and broadband services2 RGUs include on-net, off-net and contract mobile

20

184

155 153

182

204 209199

225 218

Q3-06 Q4-06 Q1-07 Q2-07 Q3-07 Q4-07 Q1-08 Q2-08 Q3-08

Financial improvement since merger

OCF margin³ %

Net debt4 (£m)OCF¹ less Capex² (£m)

SG&A (£m)

267258

267

245

211

238

217 223 230

Q3-06 Q4-06 Q1-07 Q2-07 Q3-07 Q4-07 Q1-08 Q2-08 Q3-08

5,905

5,7415,794 5,816

5,7365,637

5,732

5,5975,677

Q3-06 Q4-06 Q1-07 Q2-07 Q3-07 Q4-07 Q1-08 Q2-08 Q3-08

31.0%

28.9%29.9%

31.7%

33.9%

30.6%

32.4%33.6%

32.8%

Q3-06 Q4-06 Q1-07 Q2-07 Q3-07 Q4-07 Q1-08 Q2-08 Q3-08

1 OCF is operating income before depreciation, amortization, goodwill impairment and restructuring and other charges and is a non-GAAP financial measure 2 Capex is purchase of fixed assets and purchase of intangible assets3 OCF margin is OCF divided by revenue4 Net debt is a non-GAAP financial measure; See appendices for reconciliations of non-GAAP financial measures to their nearest GAAP equivalents

21

• Broadband penetration

• Product differentiation(50Mb BB, V+, VOD, mobile)

• Sales and marketing efficiency

– Segmentation

– Channel strategy

– Maximizing customer touchpoints

• Building on Virgin brand

• Bundling drives RGU/customer

• Intelligently expanding our footprint

• Reduce backbook premiumwhilst protecting ARPU andmargin

• Driving up-sell and cross-sell

• Improving depth and rangeof products

• Price rises

• Manage telco usage decline

• Fault reduction

• Product depth / quality(50Mbs BB, V+, VOD, mobile)

• VFM enhancements viacross-sell / up-sell to reducebackbook premium

• Becoming more customer centric and improving Net Promoter Score (NPS)

Growth and value drivers

Volume ARPU Tenure / Churn

Embedded key customer value metrics across the organization

22

Influences on revenue and ARPU

Revenue and ARPU

BackbookTelephony usage

decline

Price risesCross-sellUpsell

Upsell, cross-sell and new customer growth underpinned by superior broadband, VOD in TV and contract mobile

Potential market pressure

New customers

23

Backbook unwind slowingMitigated by up-sell/cross-sell

Breakdown of quarterly rate of migration from Back to Front Book pricing (%)

2007 2008 2009

Price migrate to FrontbookReduced by success of up-sell/cross-sell offers

Up-sell to Frontbookup-sell offers used to migrate customers

Cross-sell to FrontbookCross-sell offers used to migrate customers; improved profitability of offers in 2008

% Customers on backbook pricing

0%

10%

20%

30%

40%

50%

60%

70%

80%

90%

100%

Feb-

07Ap

r-07

Jun-

07Au

g-07

Oct

-07

Dec

-07

Feb-

08Ap

r-08

Jun-

08Au

g-08

Oct

-08

Dec

-08

Feb-

09Ap

r-09

Jun-

09Au

g-09

Oct

-09

Dec

-09

Q2-07 backbook unwind estimate

Q3-08 backbook unwind estimate

24

Sources for sustained revenue growth

Contract mobile subs

Average monthly VOD views

Next generation broadband subs (10Mb or more)

1.05m

4.0m

Q3-08 Q4-12

0.6m

1.6m

Q3-08 Q4-12

45m

100m

Q3-08 Q4-12

25

Intelligently expanding our cable footprint

• New homes can be cabled for £200 or less per home

• Could add 40-50k per annum when house build market returns

• Strong take up in New Build areas with average penetration reaching 40% within 6 months

• 5 year payback and significant ongoing value generation

– through up-sell and cross-sell

• Developing relationships with national and regional developers to pitch Virgin Media’s vision and negotiate favourable commercial agreements

• Opportunities of near-net infill and analogue overbuild also being investigated

• Accommodated within existing capex budget

Significant low cost New Build opportunity

New build program scales up on success basis

26

National household opportunity

Non-cable coverage split between LLU and Non-LLU

• We are the only major provider who can bundle with mobile

• Better opportunity to capture cable “movers”

• We currently have low off-net penetration (<3%), meaning we can be more aggressive for growth

Wholesale LLU (C&W)

11m HH of which 4.3m homes incremental

to on-net

All UK - 5,500 exchanges (25.8 m homes)

BT Wholesale Network

• BT and BT Wholesale products are only competition to Virgin Media

• WLR and NLA cut out BT relationship

• C&W wholesale deal gives us better cost structure

• Enhanced products and improved pricing

• Billing systems migration now completed

Opportunity to expand our cable footprint

Cable on-net network

12m marketable homes

27

Reasons customers will choose Virgin

Fastest and most reliable broadband

Can watch what I want when I want

with 000’s of hours of VOD

Great value bundles

customized for my needs

Makes the digital world simple

Customer friendly

iPlayer on my TV!

Then only place I can get mobile, landline, TV and broadband in one

great package

Great value mobile with my cable

services Simple single bill

My favourite content across all

3 screens - TV, PC and mobile

Mark Schweitzer – CCO

Consumer Growth Initiatives

Lead Next Generation Broadband

Goal: 4m next generation broadband subscribers by end 2012

30

The consumer broadband market today

Consumer broadband market shareConsumer broadband market (000s)

02,0004,0006,0008,000

10,00012,00014,00016,000

Q1-06

Q2-06

Q3-06

Q4-06

Q1-07

Q2-07

Q3-07

Q4-07

Q1-08

Q2-08

Virgin Media BTCarphone Warehouse TiscaliSky Orange Other DSL & LLU

Source: Company reports and Virgin Media research

Carphone 18%

Tiscali12%

Sky11%

Orange 7%

Other7%

BT22%

Virgin Media23%

• Continued growth in overall broadband market (though slowing)• Continued pricing pressure at low end; pricing and cost pressures likely to drive consolidation over time• Cable to retain and deepen differentiation at the top end

– Virgin Media & Sky the only major players basing tiers on speed; others differentiate by usage caps– Our unlimited fibre optic proposition will remain unique for foreseeable future

Source: Company reports and Virgin Media research

31

Opportunity and strategic initiatives in broadband

Opportunity

Low tier broadband

High tier broadband

Characteristics

• Growth driven by price & bundles

• Speed & quality important• Application driven

Our positioning

• Lowest unit cost operator

• Sustainable competitive advantage vs. ADSL

Mid tier broadband• Significant up-sell

opportunity• 10Mb cable offering superior

to 16Mb DSL (latter reaches only 10% of UK homes)

• Our 2, 10, 20, 50Mb tier structure drives upsell and better value acquisitions

– increasing share of broadband profit pool

• 50Mb drives upsell and wider appreciation of our ultra-fast broadband capability

• 2009 will focus on 10Mb, using Docsis 3.0 to dramatically reinforce our QoS and speed leadership

• Will launch a market-leading package of Value Added Services

• Plus ground-breaking new services, enabled by increased network intelligence

• Relaunch of virginmedia.com, enhancing quality of offering & customer experience

32

Virgin Media now tops the latest Point Topic research in the ratio of advertised speed to reported speeds above 2Mb, leading Tiscali, Sky, BT, Car Phone Warehouse and Orange (Jan – July 2008)

Virgin Media have now comprehensively taken the crown for the Fastest broadband provider away from O2 who have held the position all year (Sept 2008)

With an average reliability of 50.5%, cable broadband continues to be far more reliable than ADSL as a whole – which scored an average of only 38.8%. Broadband Choices also reported our 2Mb service delivering 81.5% of headline speed, far superior to any ADSL providers 2Mb service (Aug 2008)

Virgin Media 20Mb average throughput is 3 times faster than the top speeds offered by BT, AOL, Tiscali, Talk Talk and Pipex (Sept 2008)

Top 10 Broadband 2008 Awards: Virgin Media won the title of Best Broadband Bundle – “The award for best broadband bundle went to Virgin Media whose range of fast, unlimited, cost-effective bundles stood out from the crowd” (2008)

Recently the BACC, the body responsible for the clearance of TV adverts prior to transmission, have cleared our 50Mb launch advertising which claims our 50Mb product is the ‘Fastest’ Broadband available in the UK. This is a first time ever that the body has approved a ‘superlative’ speed claim for an ISP and reinforces our dominant speed positioning in the UK market (Oct 2008)

Virgin Media continue to lead the market in broadband speed delivery, leading the ADSL ISP’s in a number of key benchmarking studies throughout 2008

Leading in broadband speed delivery

33

Launch of 50Mb: the next generation of UK broadband

DOCSIS 1.0 network3.7 m customers

in 2008

DOCSIS 3.0 networkNext Generation

A tripling of Virgin Media’s cable network capacity

Each D1 modem can view one D/s channel

Each D3 modem can view all 4 D/s channel.

Theoretical capacity 200 Mbit/s

38Mbit/s

38Mbit/s

50 Mbit/s

50 Mbit/s

50 Mbit/s

50 Mbit/s

• The best, fastest broadband product – by a mile!– Unbeatable speeds

– Broadband with robust VAS package

– Packaged with wireless kit

• 50Mb will be priced to drive premium user demand– Targeted at power users & ‘premium purchasers’

– A compelling upsell price point

– Currently in final trials, launch late Q4

• DOCSIS 3.0 a huge ‘halo’ for all customers– DOCSIS 3.0 the largest UK network build since the

original launch of the cable network

– 4 new D/s channels on top of today’s 2 D/s

– The new home for our 10-20-50 customers

– Statistical gain of channel bonding deliver massive speed capability

– Dramatic reductions in cost of capacity

Lead on Demand Television RevolutionGoal: 100m VOD views per month by

end of 2012

35

The TV market today

• Growing share for “multi-channel” viewing driven by free-to-air DTT (Freeview)

• VOD is still a relatively new development, but iPlayer is driving growing usage

• Sky keeping churn low through Sky+ and other incremental services

• BT recently entered market with BT Vision (TV over ADSL)

Digital TV market share at Q2-08Digital TV market growth (000s)

0

5,000

10,000

15,000

20,000

25,000

Q1-06

Q2-06

Q3-06

Q4-06

Q1-07

Q2-07

Q3-07

Q4-07

Q1-08

Q2-08

Sky Freeview Virgin Media

Free Sat TV over ADSLFree Sat

4%

Freeview43%

Sky38%

Virgin Media15%

Source: Company reports and Virgin Media research Source: Company reports and Virgin Media research

36

Opportunity and strategic initiatives in TV

Opportunity

Premium TV

Free DTV

Characteristics

• Low growth• Heavy investment

• Many subs dissatisfied and want more choice

Today’s positioning

• Poor content economics• Sky owns c.80% market

• “Free TV + VOD” bundled with other products

Limited

Basic pay-TV • Decent growth• Choice / price driven

• VOD to all• Setanta in XL TV tier

• Creating linear parity following the return of Sky basics

• Exploit our VOD superiority

• Grow penetration of our best-in-class DVR service

• Build our HD offering

• Enhance the TV interface

• Regulatory progress on premium offers significant opportunity

– Today less than 20% TV subs take premium at negative margin

37

VOD content

Virgin Media offers over 4,600 hours of on-demand content

Catch Up TV

• Huge selection of shows from the last 7 days from: BBC, 4oD, LIVING, Bravo, Virgin1• Includes 350 hours from BBC iPlayer • ITV and Channel 5 are the only terrestrial channels missing on catch-up

Free

Music• Over 2,000 music videos • Karaoke, playlists and concerts• Adds a live music component

M & L –20p/videoXL – Free

Movies• Over 500 films – blockbusters, cult classics, family favourites• 30 HD movies

Pay Per View:

£1.50-£4.50

Cost

More On Demand

• Bollywood movies: from £2 per view• Adult on demand: £5 per view; £6 HD per view• Late night 24/7: 18 rated but not “Adult” rated, from £2.49

Various

TV Choice• Over 2,000 comedy, drama, entertainment, factual, kids and sci-fi shows• 80 hours HD content

M & L –£7/monthXL – Free

More Free TV (Niche)

• Current TV, Teachers TV, Real Estate TV, Baby Channel, New You Free

More to follow: catch-up, live music, enhance SVOD with premium TV content and expand HD VOD

38

Improving the interface

DVD cover navigation Advanced search

39

Growing V+ penetration and enhancing HD

46%

14%

Sky Virgin Media

• Significant DVR growth opportunity with only 14% V+ penetration

• Our V+ box superior to current Sky+ box

– 3 tuners, 160GB storage, HD capable

• V+ customer churn is 57% lower than non V+ TV customer churn

• Plans to enhance HD content

– Will add HD broadcast channels

– Continue to grow on-demand HD content

PVR penetration in Sky and cable digital TV homes (as at 30 Sept 08)

TelephonyGoal: 1.6m contract mobile customers by end

of 2012

41

Defending the cash cow

• UK residential market call volumes declined 15% y-o-y in Q1-08

• Mitigate impact of usage declines through:

– Continued focus on migration to flat rate

– Bundling fixed line with broadband and TV

– Mobile cross-sell and bundling initiatives e.g. bundle landline / mobile minutes

– Potential for line rental price increase

– Continued innovation e.g. Talk Anywhere

On-net telephone net adds (000s)UK residential market call volumes (billions of minutes) and year-on-year decline (%)

Source: OFCOM Telecommunications Report, Oct 2008

(1)

3929

615

Q3-07 Q4-07 Q1-08 Q2-08 Q3-08

2.10

2.042.02

2.04

1.981.99

2.072.10

1.99

1.89

Q3-07 Q4-07 Q1-08 Q2-08 Q3-08

Metered Unmetered

On-net telephone customers by type (millions)

29.8

26.8 26.325.1 25.1

15.4%

17.8%

14.4%15.6%

15.3%

222426283032

Q1-07 Q2-07 Q3-07 Q4-07 Q1-0812%14%16%18%20%22%

42

Key strategic initiatives in mobile

• Fully integrate Cable / Mobile

• Drive higher contract penetration more aggressively into Cable base

• Exploit new T-Mobile wholesale rates to grow mobile data usage to handset

• Mobile broadband – opportunity to bundle with fixed broadband

• Mobile TV / Video is a growth opportunity, leveraging our existing TV platform

• Cross-sell and bundle with offnet more aggressively

121

246329

436

579

Q3-06 Q1-07 Q3-07 Q1-08 Q3-08

Contract mobile customers (000s)

56.4%

82.4%

Non-VMEDcustomers

VMEDcustomers

Mobile subscribers retained at 12 months

Lower mobile churn by VMED cable customers

Becoming More Knowledge Driven

44

Developed customer insight tools which help us understand the market…

Value

HouseholdUsageGives us a comprehensive picture of a total

household’s use of communication services, allowing us to segment the entire UK market to

identify “must succeed with” segments and help us understand how to win in these spaces

Gives us a clear and detailed picture of how our customers use

our services and provides valuable insights into household and

subscriber lifestyle

SubscriberGives us a comprehensive picture of the

consumer and segment the UK market to help us understand the mapping between

household and individual needs

Ensures we understand the differences between our highest and lowest value customers and are able to utilise this information

operationally

45

Rather than leading on speed for the launch of 50Mb Broadband, position as the only broadband services that will support fast simultaneous usage for multiple

family members

Provide clear reassurance on product reliability through guarantees, meeting customer care concerns through clear communication of service levels

Provide integrated mobile and landline propositions which give clear benefits for having family members on Virgin Mobile network (free calls to landline, reduced

calls between family members etc)

Utilise understanding of different TV preferences across family to produce family TV channel pack (Sport for Dad, Celebrity / Soaps for Mum / Cult USA viewing and films

for teens / CBeebies etc for children)

Communicate parental control levels available and clear instructions on how to apply

Our customer segment strategy

Utilise our quad play product superiority, brand image and service

reliability to dominate the Thriving Family Market

Exploit the natural “halo effect” from our new focus to drive significant

growth in the shoulder segments –Surviving, Aspiring, Realigning

1Doing Well

Doing OK

Making Do

Single Parents

Young Single

Young Couple

New Family

GrowingFamily

Teenage Family

Nearly There

Older Single

OlderCouple

Empty Nesters Greys

Emerging Nesting Surviving

Aspiring Thriving Realigning

Retiring

12

2

2

2

Marketing

Proposition

Commercial

Utilise a variety of levers to implement

the strategy

Actively orient our

services to the highest

value part of the market

Ensure we

address the needs

of our “bulls eye”segment

Operations

Q&A

Howard Watson – CTTO

Network Strength

48

Network Strength

• Video usage is now driving network bandwidth . . . all usage trends are up

• Hybrid Fiber Coax remains extremely well placed to serve this demand

• UK market has unique characteristics which favour cable

49

Our network advantage 2008

Virgin MediaNetwork

BTNetwork

Hub Exchange

Cabinet Cabinet

Fiber to the Cabinet

Copper to the Home(POTS & ADSL2+)

Coax to the Home(DVB-C & DOCSIS 3)

Copper to the Home(POTS & VDSL2 capable)

2, 10, 20, 50 Mb/sPlus DTV & VOD

>20 Mb/s to <5%Includes any IPTV

LLU

Home Home

Copper to the Cabinet(POTS & ADSL2+)

50

Our network advantage 2012

Virgin MediaNetwork

BTNetwork

Hub Exchange

Cabinet Cabinet

Fiber to the Cabinet

Coax to the Home(DVB-C & DOCSIS 3)

Copper to the Home(POTS & VDSL2 capable)

Capable of 200 Mb/sPlus DTV & VOD

LLU ?

Max Speed 40Mb/sIncludes any IPTV

Copper to the Home(POTS & VDSL2)

Fiber to the Cabinet

Home Home

51

Our spectrum advantage

BT VDSL2Copper Spectrum

Virgin MediaCoax Spectrum

Copper spectrum used for VDSL2 is 12 or 30MHz

Coax spectrum is a min of 650MHz with c80% at >750MHz

Broadband willuse up to 48MHzafter DOCSIS 3

rollout completed

Analog TVapprox 240MHzwill be freed upwith switch off

Digital TVapprox 216MHzused By DVB-C

for linear TV

VODapprox 72MHzused by DVB-Cfor on-demand

Spectrum freed up from ATV provides plenty of scope for furthergrowth in Broadband, Linear DTV (SD & HD) and VOD

52

A superior quality of experience

Broadband Digital TV VOD

The independent spectrum allocations for Broadband, DTV and VOD meanthat each one can be engineered to deliver the right simultaneous QoE

+ +

You don’t loseBroadband speedwhen you watchon-demand TV

If you want towatch iPlayer onyour TV in full TVquality – you can

53

Expansion into mobile broadband

Virgin MediaCommunication & Entertainment

Virgin MediaNetwork

Virgin MobileMVNO

DTV & VODTelephony

MobileBroadband

MobileVoice & TXT

The UK’s leading Communication & Entertainment network

Broadband

54

Looking into the future …

ExistingUltra-fast Broadband

(DOCSIS 3.0)

ExistingLinear & On-Demand TV

(DVB-C)

Home

IP Home Network

HomeGateway

ipSTBTV

PC orLaptop

PortableDevice

Bring both halves of our powerful access network togetherinto an integrated next generation entertainment experience

55

…next generation entertainment

Broadcasters & Advertiserswill be able to create an

entertainment experiencewhich can move effortlessly

between all of their TV assetsand all of their web assets

Its not about putting theInternet on your TV nor about

putting the TV on your PC.Its about enabling broadcastersto create the next generation ofentertainment for whenever and

wherever you want to enjoy it

Building a Customer Focused Organization

57

2008 – 2012 operational transformation review

• To create a new operating model for our organisation which delivers significant improvements in:– Customer focus– Product delivery and management– Clearer accountabilities leading to streamlined decision making

• Supported by better processes, making considerable savings

Proposed key initiatives

Our visionOur vision

• Refocus organization on product delivery• Invest in holistic approach to sales channels supported by “customer insight”• Converge mobile and cable marketing • Drive efficiencies across operations• Further cable and mobile operational integration

Customer growthCustomer growth

• Call volume reduction through removal of root cause quality issues• Focus on first call resolution• Improve resource management – work scheduling and despatch• Supply chain transformation

Customer serviceCustomer service

• Transformation of IT support• Rationalization of property portfolio• Review support functions: Transaction services

Support functionsSupport functions

>£120mTotal annual P&L savings by 2012

Net reduction in roles in the organization by 2012 2,200GoalsGoals

58

2008 – 2012 operational transformation: Proposed new operating model

Operations Support

Customer Contract ManagementSales & Marketing

Integrated Product Strategy

Product Proposition & Pricing

Product Planning & Implementation

Install & Repair

Connection

Provision & Maintain Core Network

Network Planning

Network Monitoring and

Fault Management

Programme office IT CTO Facilities People & Org

Development Finance Legal Procurement & Supplier Mgt

Pro

duct

de

velo

pmen

t

Res

earc

h an

d C

onsu

mer

Insi

ght

TV /

On

Dem

and

Bro

adba

nd

Tele

phon

y

Provide Platform Operations

Ope

ratio

ns D

eliv

ery

Sha

red

Ser

vice

s

Operations Delivery

Work Management

and Scheduling

Develop Proposition

Customer

59

Strategic objectives for growth

• Guides our people and customer experiences

• Drives our cultural development

• Insight and knowledge led

• Based around customers needs and wants from acquisition through the full customer journey

• Manage product P&Ls

• Drive strategy, innovation, delivery and customer experience

• Clear accountability

• Faster deployment of products and services

• Integrated planning and performance management

• Multi-skilled growth contact centres

• Integrated customer journey and interface with Care

• Multi-channel distribution

• Invest in Online experience

Excite and delight people with our easy to use, irresistible customer propositions that

drive profitable growth

Execute brilliantly

End to end P&L and Product Management

Build growth plans around

segment strategies

Manage our business more

effectively

Brand is front and centre

Strengthen our delivery

capability

60

2008 – 2012 operational transformation review: Customer growth

Optimize sales channelOptimize sales channel

Call centresCall centres

Marketingefficiency

Marketingefficiency

Cable and mobile integration

Cable and mobile integration

• Focus on high value channels: invest in on-line channel• Maximize demand through multi-distribution approach• Segment intelligence based approach to reduce subscriber acquisition costs• Maximize complimentary channel approaches (e.g. Telesales scheduling lead closing visit)

• Operate multi-skilled, in-house call centres• Review possible off shoring high volume, low complexity enquiries• Maximize revenue at each customer touchpoint

• Leverage brand: Deliver Virgin customer experience at all customer touchpoints• Focused, integrated approach across all products: Media and Mobile• Optimize marketing spend change to reflect awareness and consideration gains and focus

on high value segments

• Combined reward structures• More integrated channel approach to selling e.g. field selling mobile with targets embedded

in commission plans• Increased bundling and maximize upsell through segmentation and contact strategy work • Use Cable Broadband leadership to deliver complementary Mobile Broadband growth

61

Strategic objectives for Customer Service

Customer touch points:

• Call centres

• Install and service

• Network

• Reduce defect rate

• Equip staff

• Differentiate service:

• Higher value customers

• Complexity of customer contact• Customer education

• Review our suppliers

• Staff multi-skilling

• Supply Chain

• Customer self service

• Consolidation

• Automate

• Service levels

• Multi-skilling

• Product introduction

• Invest in Online experience

Enable growth through providing a service to our

customers that is always on and being unbelievably easy

to do business with

Take control of our customer

experience

Improve product reliability

Understand segment and

customer value

Get things right first time

Manage change brilliantly

Reduce costs through better processes and

systems

62

Resource planning and despatch services across regional field organisation

Serve:

Will work closely with Product to agree and

ensure delivery of target NPS set by Proposition team

Work closely with Sales and Marketing to

cross sell and up sell

Single end to end planning and provisioning

responsibility

outsourceinstall

in housemulti-skilled

in housemulti-skilled

Network / Businessin house

Data specialists

Multi-skilled engineering teamsDelivering end to end service

to customers in geographic units

in houseservice

Self Care

Offshore

Offshore

Activate & OperateNetwork

5% case management

1stline

2ndline

Field Resource & Supply Chain Management

ForecastDemand

DespatchSchedule

Single Service and fault management function responsible for network

management and outage screening to improve network responsiveness

Planning and Provisioning

Working closely with Technology to drive down obsolescence and continuously improve performance

In house

In house

onshore

onshore

Tiered Customer Care delivering 95% first contact resolution

Plan BuildDesign

Customer ServiceProposed operating model vision

INDICATIVE MIX

63

2008 – 2012 operational transformation review: Customer Service

• Call reduction through simplification of billing and pricing• Improve 1st call resolution through investment in product reliability • Provide and promote self service on-line • Redefine install process and reduce defects

Reduce call volumeReduce call volume

• Integrate activities through multi-skilling first line agents• Differentiate high value, high complexity calls• Review outsourcing and off-shoring of lower value, lower complexity calls

Improve inbound call experience

Improve inbound call experience

• Schedule and support teams to provide improved customer appointment times• Fewer hand-offs as schedule and support team own customer contact once job is

scheduled to field• Field delivery – take control of customer activity• “Perfect visit” initiative to improve efficiencies and customer experience• “Premium install” initiatives to differentiate service to higher value customers

Improve resource management

and field delivery

Improve resource management

and field delivery

Supply chaintransformationSupply chain

transformation

• Consider consolidation of warehouses• Improved control of CPE and recovery of assets• Review efficiency of suppliers and purchasing

Planning & network management

Planning & network management

• Improve planning process to update inventory systems with network asset data• Integrate outage surveillance to improve network responsiveness to customer impacting

faults

64

2008 – 2012 operational transformation review: Support functions

Transform IT support and technical deliveryTransform IT support and technical delivery

• Reduced volume through improved prioritization and efficiency• Consider transformational outsourcing of tech services• Review duplication of functions e.g. local tech teams, program mgt• Improved permanent: contract staff ratio

Rationalize property portfolio

Rationalize property portfolio

• Consider consolidation of multiple sites• Property strategy developed alongside growth and customer operations plans to maximise

benefit• Consider home-working solutions with meeting facilities at local sites where possible• Increase quality and utilization of biggest regional offices

Review support functions

Review support functions

• Review of support functions: Finance, HR, Corporate Function• Introduce new integrated shared services function• Consider outsourcing certain transaction services• Create a single employee service group

Q&A

Charles Gallagher – SVP Finance

Non-Consumer Assets, Financial Structure and Flexibility

67

Overview

• Valuable non-Consumer assets

• Seeking significant cost savings from Operational Transformation

• Sensibly investing for growth

• Successfully secured senior credit facility amendment

• Strong cash flow generation

68

Content overview

Content revenue (£m)¹

48 5387

55 51 51

32 33

34

35 35 37

Q2-07 Q3-07 Q4-07 Q1-08 Q2-08 Q3-08

Sit-up VMTV

15

1

98

1211

7

Q1-07 Q2-07 Q3-07 Q4-07 Q1-08 Q2-08 Q3-08

1 Before intersegment eliminations2 Share of viewing in all homes, Q3-08 BARB

Share of viewing Q3-08²

VMTV 2.4%UKTV 3.6%Sky Basics 2.9%Viacom 1.9%Discovery 1.2%

YoYVMTV 6.5%UKTV 9.7%Sky Branded 3.3%Viacom 11.9%Discovery 2.2%

YoYVMTV 5.2%UKTV 13.6%Sky Basics 2.1%Viacom 3.9%Discovery (0.8)%

Commercial impacts growth

Share of viewing growth²

Cash from UKTV (£m)

69

Content strategic initiatives

• New Sky carriage agreement for VMtv channels

– £30m licence fee pa plus performance based adjustment

• VMtv and UKTV exploring re-branding of key channels to capitalize on success of launching Dave in attracting key demographic targets.

– Watch, Alibi and G.O.L.D launched

• Using existing Virgin1 Freeview presence to promote and cross-sell pay-TV offerings and to increase share of ad-sale revenue market

• A new gambling channel, Challenge Jackpot, introduced to strengthen channel line-up and portfolio

• Virginmedia.com Portal: maintain position in top 10 most popular UK sites

• Investigating alternatives for Sit-up

70

Business – competitive strengths and strategy

• Network passes within 40 meters of 52% of all UK businesses and could serve over 75% of all regional / local authorities

• Further consolidation expected in the industry, favouring companies with technical advantage

• Targets medium-sized corporates and public sector organisations in both retail and wholesale markets

• Offering multi-site, managed network data solutions tailored to the specific requirements of customers

Market shares in UK business retail private target market

C&W/Thus13%

Verizon3%

Global Crossing

2%Other1%

CPW (Opal)3%

Affiniti8%

VMED10%

BT59%

Vanco1%

Source: Virgin Media estimate of target market

71

Business services

Business revenue mix (£m/% of total) • Shift from lower margin voice to higher margin data services

• Continued growth in high-margin Retail Data product lines

– Data growth products include IPVPN, Ethernet and internet services

• Balanced revenue streams, including next-generation Voice products

• Low margin Heathrow T5 contract winding down from Q3-08

35% 34% 33% 32% 31% 30% 31%

25% 27% 27% 27% 28% 30% 32%

9% 9% 11% 13% 12% 11% 9%

31% 30% 29% 29% 29% 29% 28%

Q1-07 Q2-07 Q3-07 Q4-07 Q1-08 Q2-08 Q3-08

Retail Voice Retail DataRetail Other Wholesale

163 156 160 163 161 157 153

72

UK tax attributes

• Virgin Media has significant UK tax assets

– Capital allowances: ~ £13.1bn

– Capital losses: ~ £12.1bn

– Net operating losses: ~ £3.2bn

• Using these tax attributes, we should be able to substantially shield income from UK taxes for at least 10 years

• Virgin Media has a track record of creating value through effective tax planning and utilization of tax assets in other transaction structures – such as ntl:Telewest merger and Virgin Mobile acquisition

• Virgin Media can use its capital allowances to shelter the UK tax of businesses it may acquire

• An acquirer with a UK business should be able to use our capital allowances to shield UK taxable income of that UK business

73

£(30) - £(40)m

£50 - £60m

£100 - £115m

2009 2010 2011 2012

Operational transformation goals

>£120m annual savings

Note: Chart shows our goal for operating expense and SG&A net costs/savings

• Create new operating model for our organisation which delivers significant improvements in:– Customer focus– Product delivery and management– Clearer accountabilities leading to streamlined decision making

• Supported by better processes, making considerable savings

Our visionOur vision

InitiativesInitiatives

• Customer growth

• Customer service

• Support functions

Net P&L Savings/Costs (£m)

74

Investing in growth

• Targeting growth for 10Mb and above– Differentiates broadband service– Improves upsell and pricing opportunity– Reduces churn

• Deep Packet Inspection– Enables certain Value Added Services for ARPU– Improves traffic management and cost

• Behavioural advertising– Monetising our customer relationships

• Strengthen L and XL TV to improve mix and ARPU– TV interface and infrastructure enhancement– Differentiate TV service– VOD advertising– Expand content incl HD

• Leverage mobile– Continue to aggressively cross-sell contract to cable base, reducing churn and driving revenue – Mobile broadband

• Intelligently expand network– Offnet and New Build expands opportunity

Capex expected to be at top of 13-15% revenue range

75

Amendment improves flexibility

Amortization profile after amendment (£m)¹Amortization profile before amendment (£m)

4

526579

966

1,981

300

Q3-09 Q1-10 Q3-10 Q1-11 Q3-12 Q1-13

TLA TLB TLC

33

172288

1,167

1,910

300

Q3-09 Q1-10 Q3-10 Q1-11 Q2-12 Q3-12 Q1-13

TLA TLB TLC

1 Assumes 20% paydown of A tranches and non-consenting B lenders, and 70.3% A roll and 81.6% B roll

76

Net debt

¹ Net of current portion² Net debt is a non-GAAP financial measure. See above for reconciliation of net debt to long-term debt (net of current portion)³ Annualized OCF is quarterly OCF multiplied by four

• Amendment passed: 70.3% of A holders and 81.6% of B holders agreed to “roll” into new tranches

– Change of A amortization contingent on 20% paydown condition

• 1.375% margin increase on new A tranches upon satisfaction of 20% paydown condition

• 1.5% margin increase on new B tranches, effective immediately

• Amendment fees of up to £70m, some of which is payable only upon satisfaction of 20% paydown condition

Q3-08£m

Senior credit facility Tranche A-A1 2,076Tranche B1-B6 1,981Tranche C 300

High yield bonds Due 2014 791Due 2016 309

Convertible note due 2016 562Capital leases / other 141

Long term debt¹ 6,160

Current portion of long-term debt 38Cash (521)

Net debt² 5,677 Net debt / annualized OCF³ 4.4x

• High Yield and Bank debt is fully hedged for foreign currency movements; Convert principal is not

• 80% debt hedged for interest rate movements

77

Covenants – headroom and deleveraging

• Leverage covenant measures Net Debt / OCF for the Bank Group

• Interest covenant measures OCF / Net Cash Interest for the Bank Group

• Also, Debt Service Coverage Ratio requires OCF less Capex plus/minus Working Capital to exceed Consolidated Debt Service for previous 12 month period

Note: Covenant definitions above are summary explanations. Exact definitions can be found in the Company’s Senior Credit Facility as filed with the SEC

0

1

2

3

4

5

6

Q3-

06

Q4-

06

Q1-

07

Q2-

07

Q3-

07

Q4-

07

Q1-

08

Q2-

08

Q3-

08

Q4-

08

Q1-

09

Q2-

09

Q3-

09

Q4-

09

Q1-

10

Q2-

10

Q3-

10

Q4-

10

Q1-

11

Q2-

11

Q3-

11

Q4-

11

Q1-

12

Q2-

12

Interest covenant Interest actual Leverage covenant Leverage actual

78

Strong cash flow

184

155 153

182204 209

199

225 218

106 114 112120 117

146

117 114 115

0

50

100

150

200

250

Q3-06 Q4-06 Q1-07 Q2-07 Q3-07 Q4-07 Q1-08 Q2-08 Q3-08

OCF-capex (£m) Net interest expense (£m)

Note: OCF is operating income before depreciation, amortization, goodwill impairment and restructuring and other charges and is a non-GAAP financial measure; See appendices for reconciliations of non-GAAP financial measures to their nearest GAAP equivalents; Capex is purchase of fixed assets and purchase of intangible assets

We have generated significant cash flow since the merger

79

Flexibility before 2012

• £521m cash at Q3-08

• £80m untapped revolver

• Record of strong cash generation ability

• Up to £70m due in Amendment fees

• £487m Paydown due before Aug-09

• No bank amortization payment in 2009

• £204m due in 2010

• £288m due in 2011

Cash sources Cash requirements

Neil Berkett – CEO

Regulatory and Summary

81

The regulatory opportunity –broadband

• Commitment to 50 Mb/s has successfully positioned Virgin Media at the heart of the policy agenda

– “But as so often when one player kick starts the investment and the competitive position which it enables, then others must or will follow. Here, one large player – Virgin Media – is ahead of the game and has committed to focusing its competitive positioning on the core characteristics of the cable network itself by offering speeds to residential consumers of up to 50 Mb/s”

Stephen Timms, Former Minister for Competitiveness, September 2007

– “There are strong indications that the market is delivering investment in next generation access. Virgin Media … is on course to make up to 50 Mb/s available to around 12.5 million homes by 2009”

Francesco Caio, author of the government’s Independent Review of Barriers to Investment in Next Generation Access, September ’08

– “Others have lobbied for open access to (the Virgin Media) network. We have given cable the predictability that, absent a market review and a finding of significant market power – highly unlikely in the foreseeable future – network access is a commercial decision for Virgin not a regulatory one for us.“

Lord Currie, Chairman of Ofcom, October ‘08

82

The regulatory opportunity –premium content

• Increasing focus on concentration of content rights presents opportunity to re-shape the pay TV market

• Ofcom has provisionally concluded that Sky has market power in core premium content which gives Sky the incentive and ability to distort competition

– Proposed ex-ante wholesale regime for key sports and movie channels

– Ofcom’s current preference is to use their powers under the Communications Act: potentially removes need for lengthy Competition Commission investigation

– More detailed proposals expected H1 ’09

• Decision on Sky’s Picnic license application now explicitly linked to resolution of broader market investigation

• Kangaroo joint venture under consideration by the Competition Commission

– Decision now expected Q1 ‘09

83

The regulatory opportunity – an increasingly “converged” agenda

• Ofcom CEO Stephen Carter appointed to new post of Minister for Communications, Technology & Broadcasting

– Portfolio bridges traditionally discreet spheres of content and distribution

– “Convergence, the coming together of different means of delivering content… has already arrived… policy approaches need to reflect that fact”

• Digital Britain Report expected in H1 ’09

– Likely to set the agenda and priorities for the foreseeable future

• As UK’s most converged operator, opportunity for Virgin Media to lead the debate

– 50Mb and pro-active action on key internet-related issues (e.g. on-line copyright protection) has helped establish Virgin Media’s leadership credentials

Conclusion

85

Attractive fundamentals & growth opportunity

• Disciplined focus on execution and improving fundamentals

• Superior network provides significant technical, product and economic advantage now and in future

– Superior 10/20/50Mb broadband offering positioned to take a disproportionate share of economic profit pool

– Leading position in On-Demand TV, centred on VOD

• Creating a new operating model for a customer focused organisation and extracting substantial savings

• Senior facility amendment provides increased flexibility

• Sensibly investing for growth

• Valuable non-consumer assets

Q&A

Appendices

88

Non-GAAP measures

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

We evaluate operating performance based on several non-GAAP financial measures, including (i) operating income before depreciation, amortization, goodwill impairment and restructuring and other charges (OCF) and (ii) net debt, as we believe these are important measures of the operational strength of our business. Since these measures are not calculated in accordance with GAAP, they should not be considered as a substitute for operating income (loss) and long-term debt (net of current portion), respectively.

This presentation further includes another non-GAAP financial measure, net LQA leverage multiple, which is the ratio of net debt to annualized OCF (four times the OCF for the relevant quarter). We believe that this ratio is potentially of interest to our investors in assessing our cash flows and liquidity. The amounts used in this calculation should not be considered a substitute for measures calculated in accordance with GAAP, as discussed above.

89

Operating income before depreciation, amortization, goodwill impairment and restructuring and other charges (OCF)

• Operating income before depreciation, amortization, goodwill impairment and restructuring and other charges, which we refer to as OCF, is not a financial measure recognized under GAAP. OCF represents our operating revenue before depreciation, amortization, goodwill impairment and restructuring and other charges. Our management, including our chief executive officer, who is our chief operating decision maker, considers OCF as an important indicator of our operational strength and performance. OCF excludes the impact of costs and expenses that do not directly affect our cash flows. Restructuring and other charges are also excluded from OCF as management believes they are not characteristic of our underlying business operations. OCF is most directly comparable to the GAAP financial measure operating income (loss). Some of the significant limitations associated with the use of OCF as compared to operating income (loss) are that OCF does not consider the amount of required reinvestment in depreciable fixed assets and ignores the impact on our results of operations of items that management believes are not characteristic of our underlying business operations.

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

90

Non-GAAP reconciliation

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

(in £ millions) (unaudited)Sep 30, Dec 31, Mar 31, Jun 30, Sep 30, Dec 31, Mar 31, Jun 30, Sep 30,

2006 2006 2007 2007 2007 2007 2008 2008 2008

Operating income before depreciation,amortization, goodwill impairmentand restructuring and other charges (OCF) 317.8 313.0 305.7 315.3 341.5 321.0 324.2 332.9 325.0

Reconciling items Depreciation and amortization (296.5) (288.2) (309.4) (309.2) (303.7) (315.9) (324.2) (301.5) (280.4) Goodwill impairment - - - - - - - (366.2) 4.0 Restructuring and other income (charges) (30.9) (15.6) (11.6) (3.1) 8.9 (22.9) (4.6) 1.7 -Operating income (loss) (9.6) 9.2 (15.3) 3.0 46.7 (17.8) (4.6) (333.1) 48.6

Operating margin - 0.9% - 0.3% 4.6% - - - 4.9%

Three months ended

Note: Operating margin is operating income divided by total revenue

91

Net debt

• Net debt is defined as long-term debt inclusive of current portion, less cash and cash equivalents. Our management, including our chief operating decision-maker, consider this measure as potentially of interest to our investors in assessing our financing obligations.

• Net debt is not a financial measure recognised under GAAP. This measure is most directly comparable to the GAAP financial measure, long term debt, net of current portion. The significant limitation associated with the use of net debt as compared to long term debt, net of current portion is that net debt includes the current portion of long term debt. This measure also assumes that all of the cash and cash equivalents are available to service debt.

• We believe this measure may be helpful for understanding our debt funding obligations and provides useful supplemental information to investors. Because non-GAAP financial measures are not standardised, it may not be possible to compare net debt with other companies' non-GAAP financial measures that have the same or similar names. The presentation of this supplemental information is not meant to be considered in isolation or as a substitute for long term debt, net of current portion or other measures of financial performance or liquidity reported in accordance with GAAP.

92

Non-GAAP reconciliation

Reconciliation of net debt to GAAP long-term debt (net of current portion)

(in £ millions) (unaudited)Sep 30, Dec 31, Mar 31, Jun 30, Sep 30, Dec 31, Mar 31, Jun 30, Sep 30,

2006 2006 2007 2007 2007 2007 2008 2008 2008

Net debt 5,904.8 5,740.6 5,794.2 5,816.1 5,735.8 5,637.1 5,732.3 5,596.7 5,676.9

Current portion of long-term debt (151.5) (141.9) (27.8) (30.4) (28.7) (29.1) (31.8) (33.3) (37.9)Cash 302.2 418.5 365.1 277.1 364 321.4 282.3 426.8 521.4Long-term debt (net of current portion) 6,055.5 6,017.2 6,131.5 6,062.8 6,071.1 5,929.4 5,982.8 5,990.2 6,160.4

Three months ended