NTL and Telewest Global UBS Media Conference December 7, 2005 1 Forward-Looking Statements Certain statements in this document regarding the proposed transaction between ntl Incorporated (“ntl”) and Telewest Global, Inc. (“Telewest”), the expected timetable for completing the transaction, future financial and operating results, benefits and synergies of the transaction, future opportunities for the combined company and products, ntl’s potential offer for Virgin Mobile Holdings (UK) plc, and any other statements regarding Telewest's or ntl's future expectations, beliefs, goals or prospects constitute forward-looking statements as that term is defined in the U.S. Private Securities Litigation Reform Act of 1995. When used in this document, the words "believe", "anticipate", "should", "intend", "plan", "will", "expects", "estimates", "projects", "positioned", "strategy", and similar expressions or statements that are not historical facts, in each case as they relate to ntl and Telewest, the management of either such company or the proposed transaction, are intended to identify those expressions or statements as forward-looking statements. In addition to the risks and uncertainties noted in this document, there are certain factors, risks and uncertainties that could cause actual results to differ materially from those anticipated by some of the statements made, many of which are beyond the control of ntl and Telewest. These factors relating to the transaction between ntl and Telewest include: (1) the failure to obtain and retain expected synergies from the proposed transaction, (2) rates of success in executing, managing and integrating key acquisitions, including the proposed acquisition, (3) the ability to achieve business plans for the combined company, (4) the ability to manage and maintain key customer relationships, (5) delays in obtaining, or adverse conditions contained in, any regulatory or third-party approvals in connection with the proposed acquisition, (6) availability and cost of capital, (7) the ability to manage regulatory, tax and legal matters, and to resolve pending matters within current estimates, (8) other similar factors, and (9) the risk factors summarized and explained in our Form 10-Ks. For additional information concerning factors that could cause actual results to materially differ from those projected herein, please refer to our most recent Form 10-K, 10-Q and 8-K reports. 2 James Mooney Chairman, NTL 3 Creating the Triple Play Leader • Building a Leader – Transforming scale & competitiveness of UK Cable • Access to 12.6m homes, over 50% of UK households • £3.4bn in revenues and £1.2bn in OCF – Triple play champion • Wide range of communication, entertainment and information products • Enhanced ability to compete with BSkyB, BT and Freeview • Focus on product differentiation and innovation • Driving Value – delivering synergies of £1.5bn NPV – Strengthen scale and eliminate duplicated activities – Significantly cash accretive 4 Transaction Summary • Terms – TLWT shareholders to receive $16.25 in cash and 0.115 NTL shares • Cash / stock mix 68% / 32% – Financing fully committed by existing cash and £1.8bn debt – Customary closing conditions, including • Shareholder approval • Satisfactory regulatory outcome • Expected Timeline (subject to change as dependent on regulatory timings) Proxy Filed OFT SEC Shareholder If cleared by If 2nd stage Decision Clearance Meetings OFT: December December January / February / Close Possible Close February March March April/May 5 Best of Breed Operational Organization Lisa Stephen TBC Neil Jacques Bryan Keith Opie Cook SVP Berkett Kerrest Hall Monserrat MD SVP Strategy COO CFO General Director Flextech Bus Dvpt Counsel Comms & Policy Neil Smith Deputy CFO Stephen Peter Philip Steve Howard Beynon Wilcock Snalune Upton Watson MD MD MD MD Networks CTO Business Customer Consumer Sales/Service Products NTL TBC Carolyn TBC Mike TLWT MD Walker MD Riddle Marketing MD, HR Logistics CIO New 6 Cable’s Triple Play Strengths Expertise • Ten years of triple play experience • Expertise in marketing and selling bundles • Triple play institutionalized into customer care, installers engineers, billing, finance etc • These customers have higher ARPU and lower churn Scale Technology • 30% triple play penetration growing fast • End-to-end state-of-the-art network • Scale to leverage content acquisition control and hardware/software purchase • No reliance on BT or peer-to-peer • 2.7m VOD capable digital STBs, fully • Up to 750 Mhz bandwidth funded and already in customer homes • Migration to digital drives • Robust telephony service already in revenue/capacity 4.2m customer homes • Range of advanced TV services – VOD, DVR, HDTV 7 Bundling Advantage Triple Play Penetration Growth Subscriber breakdown 30% BB only 0.3m TV only 0.3m 25% Telephony only 0.7m 20% BB & Telephony 0.6m 15% TV & Telephony 1.5m 10% Triple Play 5% 1.5m 0% 2003 2005 Triple-play customers have higher ARPU and margin and lower churn 8 Broadband Leadership 2.6 (1) 2.6 UK Broadband subs UK Cable Broadband subs 2.4 (millions) 2.2 (millions) 2.0 1.8 1.7 1.6 1.6 1.5 1.4 1.2 1.2 1.1 0.9 1.0 0.8 0.8 UK Cable NTL BT Retail AOL Telew est Wanadoo Tiscali Q103 Q203 Q303 Q403 Q104 Q204 Q304 Q404 Q105 Q205 Q305 • More growth to come – UK internet penetration 62% – UK broadband penetration 32% • Compete effectively on service quality, speed and tactical promotions – End-to-end network ownership – Increasing speeds up to 10Mb with potential for further upgrades – Content packages/upgrade paths (eg security suites) provide future growth opportunities (1) Includes 174k virgin.net subscribers. 9 TV Strengthened by New Services Increasing TV capability to differentiate from Sky, Freeview, BT and DSL. Cable is the only platform with the full range of TV services, including free-to-air, basic, premium, VOD, DVR and HDTV UK multi-channel TV market Combined TV penetration of 26% (millions) • 7.5 • Market leader in multichannel TV in area - ahead of Sky and Freeview (1) 5.2 • Combined digital penetration of 80% • New services add competitive strengths and 3.3 underpin ARPU potential 1.9 1.3 – VOD: 57% of digital TV base today 0.5 0.0 – DVR: Launch in Q1-06 Sky UK Cable NTL Telew est DSL Freeview Freesat – HDTV: Launch in Q1-06 Pay Free-to-air (1) UBS estimates that approximately 20% of Freeview’s subscribers are using the service as a secondary multichannel television offering. 10 Telephony Migrating to Fixed Pricing Plans UK Cable Talk subscribers (m) • Combined telephony penetration of 35% 1,600 • Second in addressable areas, after BT Retail 1,400 • Compete effectively on service quality and 1,200 bundled pricing 1,000 • Seeking to counter usage declines by migration to flat rate packages 800 – Strengthens gross margin – Improves predictability of revenue 600 • Robust telephony service is important part 400 of bundle 200 0 2002 2005 11 ARPU Differences in UK Cable NTL Telewest Difference* ARPU £39.08 £45.17 £6.09 RGU/Customer 1.96 2.14 £2.98 Broadband lower tier 71% 49% £0.65 Digital Penetration 73% 91% £1.17 Talk Penetration 29% 39% £0.92 Analogue TV only areas £1.16 Other (£0.79) Merged company to adopt best of breed consistent strategies * ARPU Difference assumes NTL had same KPI as Telewest at Q3-05 12 ARPU Initiatives & Best Practice for UK Cable • Continued growth in triple play penetration and RGU/customer – Bundled marketing and promotions – Sales commission structure to emphasis bundle – Cross-sell to existing customers • Migrating telephony customers to higher ARPU Talk plans • Increased TV capability – VOD, DVR and HDTV • Continued migration from analogue to digital • Upsell and mix initiatives • Take fully loaded cash flow view ensuring attractive cash flow economics • Application of tight and consistent credit policy • Customer segmentation analysis • Centers of Excellence to improve customer experience 13 Leverage Merged Network for Business Growth • Second in addressable areas for 10.9 2004 Business Revenues profitability and cashflow • Compete effectively on service quality – Locally based account managers 2.3 • Leverage consumer network – Deeper local network so carry more traffic on-net Produce stronger cashflow and margin 0.8 – 0.5 0.4 0.3 • Focus on on-net traffic, data and value 0.3 added services • Merged Business division will have Colt NTL Thus C&W greater access to on-net business, BT Telewest Business increasing reach, scale, competitiveness UK Cable UK and margin 14 Strategically Valuable Content Assets • Wholly owned Flextech channels – LIVINGtv, Trouble, Bravo and Challenge on NTL, Telewest and Sky – Advertising revenue up 29% and subscription revenue up 10% • 50:50 UKTV JV with the BBC – 10 branded channels with exclusive access to key BBC content – Significantly cash generative with £28m paid to Telewest year-to-date • Sit-up – Two main auction channels with price-drop auction format – Transactional revenue up 16% although margins being squeezed • Currently investigating strategic options – Retain 100% ownership – Strategic partnerships – Partial divestment for potential de-leveraging 15 Possible Transaction with Virgin Mobile • As you have all read in the news, NTL announced a potential transaction which would involve acquiring Virgin Mobile and entering into a license arrangement with Virgin Enterprises • NTL will not provide any comments on the proposed transaction beyond the information provided in its press release • Any such transaction is governed by UK Takeover Panel Rules and US securities laws and