1322791--2/26/2010--VIRGIN_MEDIA

related topics

{system, service, information}

{capital, credit, financial}

{debt, indebtedness, cash}

{stock, price, share}

{stock, price, operating}

{product, market, service}

{competitive, industry, competition}

{condition, economic, financial}

{regulation, government, change}

{provision, law, control}

{acquisition, growth, future}

{tax, income, asset}

{personnel, key, retain}

{regulation, change, law}

{cost, operation, labor}

{operation, international, foreign}

Risks Relating to Our Business and Industry We operate in highly competitive markets. 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. If we do not maintain and upgrade our networks in a cost-effective and timely manner, we could lose customers. A failure in our network and information systems could significantly disrupt our operations, and a disruption or failure of such networks or systems may disrupt our business. Unauthorized access to our network could result in a loss of revenue. We rely on third-party suppliers and contractors to provide necessary hardware, software or operational support. We are licensed to use the "Virgin" name and logo but do not own it. Our operating performance will depend, in part, on our ability to control customer churn. 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. We may be adversely affected by a general deterioration in economic conditions. 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 are subject to currency and interest rate risks. We rely on third parties to distribute our mobile telephony products and procure customers for our services. We are subject to significant regulation; changes in U.K. and EU laws, regulations or governmental policy 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 satellite transmissions could materially adversely affect its 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 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 may not be able to fund our debt service obligations 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 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. The trading volatility and price of our common stock may be affected by many factors, some of which are beyond our control. 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.

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1322791--2/26/2010--VIRGIN_MEDIA_INC.