1322791--2/26/2009--VIRGIN_MEDIA_INVESTMENT_HOLDINGS

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Risks Relating to Our Business and Industry We are subject to significant competition. Failure to control customer churn may adversely affect our financial performance. If we do not maintain and upgrade our networks in a cost-effective and timely manner, we could lose customers. We may be unable to implement our operational restructuring plan successfully and realize the anticipated benefits, and this could negatively affect our financial performance. We may be adversely affected by a general deterioration in economic conditions, including the recent downturn in the financial markets. We are licensed to use the Virgin name and logo but do not own it. A failure in our critical systems could significantly disrupt our operations, which could reduce our customer base and result in lost revenues. Our inability to obtain popular programming, or to obtain it at a reasonable cost, could potentially have a material adverse affect on the number of customers or reduce margins. Unauthorized access to our network could result in a loss of revenue. The sectors in which we compete are subject to rapid and significant changes in technology, and the effect of technological changes on our businesses cannot be predicted. We depend on equipment and service suppliers that may discontinue their products or seek to charge us prices that are not competitive, either of which may adversely affect our business and profitability. We are subject to currency and interest rate risks. We rely on third parties to distribute our Virgin Mobile products and procure customers for our services. Regulatory change is an ongoing process in the markets in which we provide our services; changes in U.K. and EU regulations affecting the conduct of our business may have an adverse impact on our ability to set prices, enter new markets or control our costs. There is no assurance that new products we may introduce will achieve full functionality or market acceptance. We are subject to tax in more than one tax jurisdiction and our structure poses various tax risks. Acquisitions and other strategic transactions present many risks, and we may not realize the financial and strategic goals that were contemplated at the time of any transaction. Revenue from our Content segment is highly dependent on subscriber fees and the television advertising market. Virgin Mobile relies on T-Mobile's network to carry its communications traffic. We depend on the ability to attract and retain key personnel without whom we may not be able to manage our business lines effectively. Certain of our significant stockholders could have an influence over our business and affairs. Disruptions in Virgin Media TV's or sit-up's satellite transmissions could materially adversely affect their respective operations. We do not insure the underground portion of our cable network and various pavement-based electronics associated with our cable network. We have suffered losses due to asset impairment charges for goodwill and long-lived intangible assets and could do so again in the future. We have limited capacity on our cable platform. Risks Relating to Our Financial Indebtedness and Structure We continue to face amortization pressures under our senior credit facility notwithstanding the recent amendments to our facility agreement, and we may not be able to refinance our debt obligations or may be able to refinance only on terms that will increase our cost of borrowing. Our current leverage is substantial, which may have an adverse effect on our available cash flow, our ability to obtain additional financing if necessary in the future, our flexibility in reacting to competitive and technological changes and our operations. We continue to incur losses and may not be profitable in the future. The covenants under our debt agreements place certain limitations on how we manage our business. We are a holding company dependent upon cash flow from subsidiaries to meet our obligations. Risks Relating to Our Common Stock The market price of our common stock is subject to volatility, which will continue. Conversion of our convertible notes will dilute the ownership interest of existing stockholders. We may in the future seek to raise funds through equity offerings, which could have a dilutive effect on our common stock. We may not continue to pay dividends, and the failure to do so could adversely affect our stock price. Sales of stock by stockholders in the company may decrease the price of the common stock. Provisions of our debt agreements, our stockholder rights plan, our certificate of incorporation, Delaware law and our contracts could prevent or delay a change of control of us.

Full 10-K form ▸

1322791--2/26/2009--VIRGIN_MEDIA_INVESTMENT_HOLDINGS_LTD