UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549



FORM 10-Q

ý

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended September 30, 2008ORo

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 (Do not check if a smaller reporting company)

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 November 5, 2008, there were 328,108,707 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 therefore filing this report with the
reduced disclosure format. See "Note Concerning Virgin Media Investment Holdings Limited" in this Form 10-Q.



---





VIRGIN MEDIA INC.  FORM 10-Q  QUARTER ENDED SEPTEMBER 30, 2008  INDEX



PagePART I. FINANCIAL INFORMATION

5Item 1. Financial Statements

5Virgin Media Inc.Condensed Consolidated Balance SheetsSeptember 30, 2008 and December 31,
2007

5Condensed Consolidated Statements of OperationsThree and Nine Months ended
September 30, 2008 and 2007

6Condensed Consolidated Statements of Cash FlowsNine Months ended September 30, 2008
and 2007

7Notes to Condensed Consolidated Financial Statements

8Virgin Media Investment Holdings LimitedCondensed Consolidated Balance SheetsSeptember 30, 2008 and December 31,
2007

27Condensed Consolidated Statements of OperationsThree and Nine Months ended
September 30, 2008 and 2007

28Condensed Consolidated Statements of Cash FlowsNine Months ended September 30, 2008
and 2007

29Notes to Condensed Consolidated Financial Statements

30Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations

40Item 3. Quantitative and Qualitative Disclosures about Market
Risk

65Item 4. Controls and Procedures

67PART II. OTHER INFORMATION

68Item 1. Legal Proceedings

68Item 1A. Risk Factors

68Item 2. Unregistered Sales of Equity Securities and Use of
Proceeds

68Item 3. Defaults Upon Senior Securities

68Item 4. Submission of Matters to a Vote of Security Holders

68Item 5. Other Information

68Item 6. Exhibits

69SIGNATURES

70


2

---



Introductory Note

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



"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:



3

---





These
and other factors are discussed in more detail under "Risk Factors" and elsewhere in our 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 our Quarterly Reports on Form 10-Q for the quarter ended March 31,
2008, as filed with the SEC on May 8, 2008, and for the quarter ended June 30, 2008, as filed with the SEC on August 7, 2008. We assume no obligation to update our forward-looking
statements to reflect actual results, changes in assumptions or changes in factors affecting these statements.

Note Concerning Virgin Media Investment Holdings Limited

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 its address at 160 Great Portland Street, London
W1W 5QA, United Kingdom, which 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.

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)

September 30,
2008

December 31,
2007(Unaudited)

(See Note)AssetsCurrent assetsCash and cash equivalents

£
521.4

£
321.4Restricted cash


6.0


6.1Accounts receivabletrade, less allowances for doubtful accounts of £18.4 (2008) and £19.5 (2007)


446.6


455.6Inventory


104.9


75.4Prepaid expenses and other current assets


164.1


94.8Total current assets


1,243.0


953.3Fixed assets, net


5,418.4


5,655.6Goodwill and other indefinite-lived intangible assets


2,120.9


2,488.2Intangible assets, net


591.3


816.7Equity investments


365.4


368.7Other assets, net of accumulated amortization of £61.2 (2008) and £45.0 (2007)


230.5


183.6Total assets

£
9,969.5

£
10,466.1Liabilities and shareholders' equityCurrent liabilitiesAccounts payable

£
384.8

£
372.9Accrued expenses and other current liabilities


490.0


406.2VAT and employee taxes payable


58.3


86.1Restructuring liabilities


53.8


89.6Interest payable


168.8


172.5Deferred revenue


262.0


250.3Current portion of long term debt


37.9


29.1Total current liabilities


1,455.6


1,406.7Long term debt, net of current portion


6,160.4


5,929.4Deferred revenue and other long term liabilities


128.7


238.5Deferred income taxes


83.7


81.0Total liabilities


7,828.4


7,655.6Commitments and contingent liabilitiesMinority interest


0.4


Shareholders' equityCommon stock$.01 par value; authorized 1,000.0 (2008 and 2007) shares; issued 329.0 (2008) and 328.9 (2007) and outstanding 328.1 (2008) and 327.5
(2007) shares


1.8


1.8Additional paid-in capital


4,348.9


4,335.9Accumulated other comprehensive income


158.6


148.6Accumulated deficit


(2,368.6
)

(1,675.8
)Total shareholders' equity


2,140.7


2,810.5Total liabilities and shareholders' equity

£
9,969.5

£
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
September 30,

Nine months ended
September 30,2008

2007

2008

2007Revenue

£
991.1

£
1,006.2

£
2,983.4

£
3,023.1Costs and expensesOperating costs (exclusive of depreciation shown separately below)


436.6


454.0


1,331.9


1,338.4Selling, general and administrative expenses


229.5


210.7


669.4


722.2Restructuring and other (income) charges





(8.9
)

2.9


5.8Depreciation


214.3


225.7


676.0


689.4Amortization


66.1


78.0


230.1


232.9Goodwill impairment


(4.0
)




362.2


942.5


959.5


3,272.5


2,988.7Operating income (loss)


48.6


46.7


(289.1
)

34.4Other income (expense)Interest income and other, net


8.1


10.8


22.0


25.6Interest expense


(122.7
)

(127.9
)

(367.7
)

(374.5
)Share of income from equity investments


2.1


6.0


11.1


18.5Foreign currency (losses) gains


(104.7
)

2.2


(129.7
)

7.8Loss on extinguishment of debt








(5.6
)

(1.1
)Gains (losses) on derivative instruments


48.0


0.8


79.1


(0.7
)Loss before income taxes and minority interest


(120.6
)

(61.4
)

(679.9
)

(290.0
)Income tax benefit (expense)





0.4


7.9


(10.3
)Minority interest


(0.2
)




(0.4
)

Net loss

£
(120.8
)
£
(61.0
)
£
(672.4
)
£
(300.3
)Basic and diluted net loss per share

£
(0.37
)
£
(0.19
)
£
(2.05
)
£
(0.92
)Dividends per share(in U.S. dollars)

$
0.04

$
0.04

$
0.12

$
0.09Average number of shares outstanding


328.1


326.4


328.1


325.4


See
accompanying notes.

6

---



VIRGIN MEDIA INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited) (in millions)

Nine months ended September 30,2008

2007Operating activitiesNet loss

£
(672.4
)
£
(300.3
)Adjustments to reconcile net loss to net cash provided by operating activitiesDepreciation and amortization


906.1


922.3Goodwill impairment


362.2


Non-cash interest


(1.7
)

(29.8
)Non-cash compensation


12.5


14.1Income from equity accounted investments, net of dividends received


(3.7
)

(12.5
)Income taxes


(4.3
)

12.7Amortization of original issue discount and deferred financing costs


16.3


17.3Unrealized foreign currency losses (gains)


117.7


(0.4
)Loss on extinguishment of debt


5.6


1.1(Gains) losses on derivative instruments


(76.9
)

0.7Other


(0.1
)

(2.8
)Changes in operating assets and liabilities


(72.9
)

(179.5
)Net cash provided by operating activities


588.4


442.9Investing activitiesPurchase of fixed and intangible assets


(340.6
)

(424.0
)Principal repayments on loans to equity investments


10.1


14.5Acquisitions, net of cash acquired





(1.0
)Other


1.6


6.4Net cash used in investing activities


(328.9
)

(404.1
)Financing activitiesNew borrowings, net of financing fees


493.4


874.5Proceeds from employee stock option exercises


0.6


11.4Principal payments on long term debt and capital leases


(533.2
)

(961.6
)Dividends paid


(20.4
)

(14.8
)Net cash used in financing activities


(59.6
)

(90.5
)Effect of exchange rate changes on cash and cash equivalents


0.1


(2.8
)Increase (decrease) in cash and cash equivalents


200.0


(54.5
)Cash and cash equivalents, beginning of period


321.4


418.5Cash and cash equivalents, end of period

£
521.4

£
364.0Supplemental disclosure of cash flow informationCash paid during the period for interest exclusive of amounts capitalized

£
349.7

£
380.8


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 and nine months ended September 30, 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 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.

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

Note 2Goodwill and Intangible Assets

During the nine months ended September 30, 2008, assets not subject to amortization were adjusted for the following (in millions):

Trade Names

Reorganization
Value

GoodwillBalance, December 31, 2007

£
16.5

£
146.1

£
2,325.6Deferred tax balances





(3.8
)

(1.3
)Goodwill impairment








(362.2
)Balance, September 30, 2008

£
16.5

£
142.3

£
1,962.1


During
the nine months ended September 30, 2008, reorganization value in excess of amounts allocable to identifiable assets was reduced by £3.8 million due to
the use of deferred tax assets that existed as at January 10, 2003 that were previously offset by a valuation allowance.

As
at June 30, 2008, we performed our annual impairment review of the goodwill recognized in the Virgin Media TV and sit-up reporting units, included in our
Content segment, and the Virgin Mobile reporting unit. The fair values of these reporting units were determined through the use of a combination of both the market and income valuation approaches to
calculate fair value. We concluded that the fair values of the Virgin Media TV and sit-up reporting units exceeded their carrying value, while the Virgin Mobile reporting unit fair
value was less than its carrying value.

The
market approach valuations in respect of the Mobile reporting unit have declined from the prior year primarily as a result of declining market multiples of comparable companies. The
income approach valuations in respect of the Mobile reporting unit declined as a result of a combination of an increased discount rate, a reduced terminal value multiple and reduced long term cash
flow estimates. As a result, we extended our review to include the valuation of the Virgin Mobile reporting unit's individual assets and liabilities and recognized a preliminary goodwill impairment
charge of £366.2 million in the three and six months ended June 30, 2008. During the three months ended September 30, 2008, we finalized our impairment review of the
Virgin Mobile reporting unit and, as a result, we recognized a reduction in the impairment charge of £4.0 million. Consequently, the total goodwill impairment charge for the nine
months ended September 30, 2008 was £362.2 million.

8

---



VIRGIN MEDIA INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(unaudited)

Note 2Goodwill and Intangible Assets (Continued)

In
September 2008, our sit-up reporting unit received notification that one of its two licenses to broadcast over Freeview digital terrestrial television would not be
renewed in January 2009. Management is currently reviewing the implications of this change on sit-up's business model and is considering alternative courses of action. This will result in an
interim goodwill impairment review being performed in our sit-up reporting unit if indicators exist that suggest it is more likely than not that the fair value of the reporting unit is less than the
carrying value. As at September 30, 2008, the carrying value of goodwill relating to the sit-up reporting unit was £39.9 million.

Note 3Long Term Debt

Long term debt consists of (in millions):

September 30,
2008

December 31,
20078.75% U.S. Dollar senior notes due 2014

£
238.7

£
214.29.75% Sterling senior notes due 2014


375.0


375.08.75% Euro senior notes due 2014


178.0


165.69.125% U.S. Dollar senior notes due 2016


308.9


277.26.50% U.S. Dollar convertible senior notes due 2016


561.7


Senior credit facility


4,357.0


4,804.8Capital leases


174.7


116.9Other


4.3


4.86,198.3


5,958.5Less: current portion


(37.9
)

(29.1
)£
6,160.4

£
5,929.4


The
effective interest rate on the senior credit facility was 7.5% and 7.8% as at September 30, 2008 and December 31, 2007, respectively.

Convertible Senior 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 and used the 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, 2010 and 2012. The convertible senior notes are unsecured senior obligations of Virgin Media Inc. and, consequently, are subordinated to our obligations
under the senior credit facility and rank equally with Virgin Media Inc.'s guarantees of our senior notes. The convertible senior 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 senior notes mature on November 15, 2016 and may not be
redeemed by us prior to their maturity date. Upon conversion, we may elect to settle in cash, shares of common stock or a combination of cash and shares of our common stock.

Holders
of our convertible senior notes may tender their notes for conversion at any time on or after August 15, 2016 through to the second scheduled trading date preceding the
maturity date. Prior to August 15, 2016, holders may convert their notes, at their option, only under the following

9

---



VIRGIN MEDIA INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(unaudited)

Note 3Long Term Debt (Continued)

circumstances:
(i) in any quarter, if the closing sale price of Virgin Media Inc.'s common stock during at least 20 of the last 30 trading days of the prior quarter was
more than 120% of the applicable conversion price per share of common stock on the last day of such prior quarter; (ii) if, for five consecutive trading days, the trading price per $1,000
principal amount of notes was less than 98% of the product of the closing price of our common stock and the then applicable conversion rate; (iii) if a specified corporate event occurs, such as
a merger, recapitalization, reclassification, binding share exchange or conveyance of all, or substantially all, of Virgin Media Inc.'s assets; (iv) the declaration by Virgin
Media Inc. of the distribution of certain rights, warrants, assets or debt securities to all, or substantially all, holders of Virgin Media Inc.'s common stock; or (v) if Virgin
Media Inc. undergoes a fundamental change (as defined in the indenture governing the convertible senior notes), such as a change in control, merger, consolidation, dissolution or delisting.

The
initial conversion rate is equal to 52.0291 shares of Virgin Media Inc.'s common stock per $1,000 of convertible senior notes, which represents an initial conversion price of
approximately $19.22 per share of common stock. The conversion rate is subject to adjustment for stock splits, stock dividends or distributions, the issuance of certain rights or warrants,
certain cash dividends or distributions or stock repurchases where the price exceeds market values. In the event of specified fundamental changes relating to Virgin Media Inc., referred to as
"make whole" fundamental changes, the conversion rate will be increased as provided by a formula set forth in the indenture governing the convertible senior notes.

Holders
may also require us to repurchase the convertible senior notes for cash in the event of a fundamental change for a purchase price equal to 100% of the principal amount, plus
accrued but unpaid interest to the purchase date.

In
May 2008, the FASB issued Staff Position No. APB 14-1,Accounting for Convertible Debt Instruments that may be Settled in Cash Upon
Conversion, or FSP APB 14-1. FSP APB 14-1 requires that the liability and equity components of convertible debt instruments that may be
settled in cash upon conversion (including partial cash settlement) be separately accounted for in a manner that reflects an issuer's nonconvertible debt borrowing rate. As a result, the liability
component would be recorded at a discount reflecting its below market coupon interest rate, and would subsequently be accreted to its par value over its expected life, with the rate of interest that
reflects the market rate at issuance being reflected in the results of operations. This change in methodology will affect the calculations of net income and earnings per share, but will not increase
the Company's cash interest payments. FSP APB 14-1 is effective for financial statements issued for fiscal years beginning after December 15, 2008, and interim periods within
those fiscal years. Retrospective application to all periods presented is required and early adoption is prohibited. Our convertible senior notes are within the scope of FSP
APB 14-1. We are currently evaluating the impact of the adoption of FSP APB 14-1 on our consolidated financial statements.

Senior Credit Facility

On November 10, 2008, we amended our senior credit facility in order, subject to the repayment condition described below, to
defer over 70% of the remaining principal payments due in 2009, 2010 and 2011 to June 2012, extend the maturity of over 70% of the existing revolving facility from March 2011 to June 2012 and reset
certain financial covenant ratios. These changes will only become effective

10

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VIRGIN MEDIA INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(unaudited)

Note 3Long Term Debt (Continued)

after
we have made certain principal repayments under the senior credit facility totaling £487.0 million. We have until May 10, 2009, subject to a further three-month
extension option, to satisfy this repayment condition.

As
part of the amendments, certain lenders will receive a margin increase of 1.50% and, subject to the repayment condition, certain other lenders will receive a margin increase of
1.375%. Additionally, we will pay up to £70.0 million in fees in connection with the amendments, some of which is payable only upon satisfaction of the repayment condition.
Effective immediately, the amendments also, among other things, suspend the right of certain lenders to receive a pro rata share of prepayments.

As
a result of these amendments, and assuming satisfaction of the repayment condition described above, our revised amortization schedule under our senior credit facility would be as
follows: March 2010£32.7 million, September 2010£171.6 million, March 2011£288.4 million,
June 2012£1,167.3 million, September 2012£1,910.0 million, March 2013£300.0 million.

Note 4Employee Benefit Plans

The components of net periodic pension cost in the three and nine months ended September 30, 2008 and 2007 were as follows (in millions):

Three months
ended
September 30,

Nine months
ended
September 30,2008

2007

2008

2007Service costs

£
0.4

£
0.6

£
1.3

£
1.8Interest costs


4.6


4.2


13.7


12.6Expected return on plan assets


(5.4
)

(4.8
)

(16.1
)

(14.4
)Net periodic benefit costs

£
(0.4
)
£


£
(1.1
)
£



Note 5Restructuring and Other (Income) Charges

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

Acquisition Restructuring
Accruals

TotalThree months ended September 30, 2008

Lease
Exit Costs

Involuntary
Employee
Termination
and Related Costs

Lease
Exit CostsBalance, June 30, 2008

£
16.8

£
1.8

£
39.1

£
57.7Charged to expense


0.5





0.8


1.3Revisions


0.2


(1.5
)




(1.3
)Utilized


(1.6
)

(0.3
)

(2.0
)

(3.9
)Balance, September 30, 2008

£
15.9

£


£
37.9

£
53.8


11

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VIRGIN MEDIA INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(unaudited)

Note 5Restructuring and Other (Income) Charges (Continued)



Historical
Restructuring
Accruals

Acquisition Restructuring
Accruals

TotalNine months ended September 30, 2008

Lease
Exit Costs

Involuntary
Employee
Termination
and Related Costs

Lease
Exit CostsBalance, December 31, 2007

£
35.9

£
12.6

£
41.1

£
89.6Charged to expense


1.9





2.5


4.4Revisions


(1.8
)

(1.7
)

2.0


(1.5
)Utilized


(20.1
)

(10.9
)

(7.7
)

(38.7
)Balance, September 30, 2008

£
15.9

£


£
37.9

£
53.8


Restructuring
and other income of £nil and £8.9 million for the three months ended September 30, 2008 and 2007, respectively, and restructuring and
other charges of £2.9 million and £5.8 million for the nine months ended September 30, 2008 and 2007, respectively, relate mainly to lease exit and
employee termination costs as a result of our acquisition-related restructuring programs net of revisions to previously accrued amounts.

During
the fourth quarter, we intend to commence the implementation of a restructuring plan aimed at driving further improvements in our operational performance and eliminating
inefficiencies. This plan will involve the incurrence of substantial operating and capital expenditures, including certain costs which we expect to treat as restructuring costs under Statement of
Financial Accounting Standards No. 146,Accounting for Costs Associated with Exit or Disposal Activities.

Note 6Stockholders' Equity and Share Based Compensation

During the year ended December 31, 2007 and the nine months ended September 30, 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

£
3.3May 16, 2007


0.03

June 12, 2007

June 20, 2007


5.0August 15, 2007


0.04

September 12, 2007

September 20, 2007


6.5November 27, 2007


0.04

December 12, 2007

December 20, 2007


6.4Nine months ended September 30, 2008:February 6, 2008

$
0.04

March 12, 2008

March 20, 2008

£
6.6May 21, 2008


0.04

June 12, 2008

June 20, 2008


6.7September 2, 2008


0.04

September 12, 2008

September 22, 2008


7.1


Future payments of regular quarterly dividends by us are at the discretion of our 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

12

---



VIRGIN MEDIA INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(unaudited)

Note 6Stockholders' Equity and Share Based Compensation (Continued)

subsidiaries
are organized limit the payment of dividends, loan repayments and other distributions to us under many circumstances.

Basic
and diluted net loss per share is computed by dividing the net loss for the three and nine months ended September 30, 2008 and 2007 by the weighted average number of shares
outstanding during the respective periods. Options, warrants, shares issuable under our convertible senior notes, and shares of restricted stock held in escrow at September 30, 2008 and 2007,
respectively, are excluded from the calculation of diluted loss per share, since these securities are anti-dilutive.

The
average number of shares outstanding for the three and nine months ended September 30, 2008 and 2007 is computed as follows (in millions):

Three months
ended
September 30,

Nine months
ended
September 30,2008

2007

2008

2007Number of shares outstanding at start of period


328.1


325.7


327.5


323.9Issues of common stock (average number outstanding during the period)





0.7


0.6


1.5Average number of shares outstanding


328.1


326.4


328.1


325.4


Total
share based compensation expense included in selling, general and administrative expenses in the statement of operations was £5.3 million and £(0.2)
million for the three months ended September 30, 2008 and 2007, respectively, and £12.5 million and £14.1 million for the nine months ended
September 30, 2008 and 2007, respectively.

Note 7Comprehensive Loss

Comprehensive loss comprises (in millions):

Three months
ended
September 30,

Nine months
ended
September 30,2008

2007

2008

2007Net loss for period

£
(120.8
)
£
(61.0
)
£
(672.4
)
£
(300.3
)Currency translation adjustments


(0.5
)

(0.4
)

(0.4
)

(0.8
)Net unrealized gains (losses) on derivatives, net of tax


18.5


(21.0
)

46.1


13.0Reclassification of derivative (gains) losses to net income, net of tax


(24.1
)

(7.5
)

(35.7
)

7.0Comprehensive loss

£
(126.9
)
£
(89.9
)
£
(662.4
)
£
(281.1
)


13

---



VIRGIN MEDIA INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(unaudited)

Note 7Comprehensive Loss (Continued)

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

September 30,
2008

December 31,
2007Foreign currency translation

£
131.0

£
131.4Pension liability adjustments


(0.2
)

(0.2
)Net unrealized gains on derivatives


27.8


17.4£
158.6

£
148.6


Note 8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 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 and nine months ended September 30, 2008, income tax benefit was £nil and £7.9 million, respectively, as compared with income tax
benefit of £0.4 million for the three months ended September 30, 2007 and income tax expense of £10.3 million for the nine months ended
September 30, 2007. The income tax benefit for the three months ended September 30, 2008 was comprised of current federal tax benefit of £0.2 million,
U.S. state and local tax expense of £0.1 million, deferred federal tax benefit of £1.0 million, a U.K. current tax benefit of
£1.1 million and a U.K. deferred tax expense of £2.2 million. The income tax benefit for the nine months ended September 30, 2008 was comprised of
current federal tax expense of £0.2 million, U.S. state and local tax expense of £0.1 million, deferred federal tax expense of
£6.5 million, a U.K. current tax benefit of £3.6 million and a U.K. deferred tax benefit of £11.1 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 that are expected to reverse in future periods and will allow us to offset such amounts
against certain deferred tax assets. The income tax benefit for the three months ended

14

---



VIRGIN MEDIA INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(unaudited)

Note 8Income Taxes (Continued)

September 30,
2007 was comprised of deferred federal tax benefit of £0.3 million and a U.K. tax benefit of £0.1 million. The income tax expense for
the nine months ended September 30, 2007 was comprised of current federal taxes of £0.7 million, a U.S. state and local tax benefit of £0.6 million,
deferred federal tax expense of £13.4 million and a U.K. tax benefit of £3.2 million. The U.K. 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 in the statement of operations.

Note 9Fair Value Measurements

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.

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 liabilitiesLevel 2

Unadjusted quoted prices in active markets for similar assets or liabilities, orUnadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, orInputs other than quoted prices that are observable for the asset or liabilityLevel 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 all of our financial assets and liabilities that are stated at fair value fall in level 2 in the fair value hierarchy
described above.

15

---



VIRGIN MEDIA INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(unaudited)

Note 9Fair Value Measurements (Continued)

The
following table sets forth our financial assets and liabilities that were accounted for at fair value on a recurring basis as of September 30, 2008 and December 31,
2007 (in millions):

September 30,
2008

December 31,
2007Included within other current assets:Foreign currency forward rate contracts

£
9.9

£
Interest rate swaps


16.2


4.1Cross-currency interest rate swaps


21.3


£
47.4

£
4.1Included within other assets:Foreign currency forward rate contracts

£


£
18.3Interest rate swaps





11.2Cross-currency interest rate swaps


109.2


30.6£
109.2

£
60.1Included within other current liabilities:Foreign currency forward rate contracts

£
39.6

£
Cross-currency interest rate swaps


0.8


£
40.4

£
Included within deferred revenue and other long term liabilities:Foreign currency forward rate contracts

£


£
67.9Cross-currency interest rate swaps


11.9


54.4£
11.9

£
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.

Note 10Recent Accounting Pronouncements

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.

16

---



VIRGIN MEDIA INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(unaudited)

Note 10Recent Accounting Pronouncements (Continued)

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") to 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 non-controlling 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 11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 single 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.

17

---



VIRGIN MEDIA INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(unaudited)

Note 11Industry Segments (Continued)

Segment
information for the three and nine month periods ended September 30, 2008 and 2007 was as follows (in millions):

Three months ended September 30, 2008Cable

Content

Mobile

Elims.

TotalRevenue

£
763.7

£
81.9

£
145.5

£


£
991.1Inter segment revenue


1.0


6.4





(7.4
)

Operating costs


(281.4
)

(72.3
)

(89.3
)

6.4


(436.6
)Selling, general and administrative expenses


(181.6
)

(20.8
)

(28.1
)

1.0


(229.5
)Segment OCF


301.7


(4.8
)

28.1





325.0Depreciation, amortization and other charges


(250.6
)

(4.4
)

(25.4
)




(280.4
)Goodwill impairment








4.0





4.0Operating income (loss)

£
51.1

£
(9.2
)
£
6.7

£


£
48.6




Three months ended September 30, 2007Cable

Content

Mobile

Elims.

TotalRevenue

£
767.7

£
79.8

£
158.7

£


£
1,006.2Inter segment revenue


0.8


6.2





(7.0
)

Operating costs


(296.1
)

(61.9
)

(102.2
)

6.2


(454.0
)Selling, general and administrative expenses


(168.9
)

(17.6
)

(25.0
)

0.8


(210.7
)Segment OCF


303.5


6.5


31.5





341.5Depreciation, amortization and other charges


(268.7
)

(4.1
)

(22.0
)




(294.8
)Operating income

£
34.8

£
2.4

£
9.5

£


£
46.7




Nine months ended September 30, 2008Cable

Content

Mobile

Elims.

TotalRevenue

£
2,309.7

£
244.8

£
428.9

£


£
2,983.4Inter segment revenue


2.5


19.2





(21.7
)

Operating costs


(882.7
)

(203.5
)

(264.9
)

19.2


(1,331.9
)Selling, general and administrative expenses


(527.6
)

(61.1
)

(83.2
)

2.5


(669.4
)Segment OCF


901.9


(0.6
)

80.8





982.1Depreciation, amortization and other charges


(819.0
)

(13.5
)

(76.5
)




(909.0
)Goodwill impairment








(362.2
)




(362.2
)Operating income (loss)

£
82.9

£
(14.1
)
£
(357.9
)
£


£
(289.1
)


18

---



VIRGIN MEDIA INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(unaudited)

Note 11Industry Segments (Continued)



Nine months ended September 30, 2007Cable

Content

Mobile

Elims.

TotalRevenue

£
2,343.1

£
234.0

£
446.0

£


£
3,023.1Inter segment revenue


2.7


18.2





(20.9
)

Operating costs


(904.8
)

(182.1
)

(269.8
)

18.3


(1,338.4
)Selling, general and administrative expenses


(588.2
)

(51.3
)

(85.3
)

2.6


(722.2
)Segment OCF


852.8


18.8


90.9





962.5Depreciation, amortization and other charges


(850.2
)

(12.5
)

(65.4
)




(928.1
)Operating income

£
2.6

£
6.3

£
25.5

£


£
34.4


Note 12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, which
together with the Senior Notes due 2014, are referred to as the Senior Notes. Virgin Media Inc. and certain of its 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.

19

---



VIRGIN MEDIA INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(unaudited)

Note 12Condensed Consolidated Financial Information (Continued)

We
present the following condensed consolidated financial information as of September 30, 2008 and December 31, 2007 and for the three and nine months ended
September 30, 2008 and 2007 as required by Article 3-10(d) of Regulation S-X.

September 30, 2008Balance sheets

Company

Virgin
Media
Finance

Other
guarantors

VMIH

All other
subsidiaries

Adjustments

Total(in millions)Cash and cash equivalents

£
9.0

£


£
2.0

£
1.1

£
509.3

£


£
521.4Restricted cash














6.0





6.0Other current assets


3.3








56.5


655.8





715.6Total current assets


12.3





2.0


57.6


1,171.1





1,243.0Fixed assets, net














5,418.4





5,418.4Intangible assets, net








(16.8
)




2,729.0





2,712.2Investments in, and loans to, parent and subsidiary companies


2,701.1


449.6


(216.9
)

4,274.7


(6,549.8
)

(293.3
)

365.4Other assets, net


11.2








156.2


63.1





230.5Total assets

£
2,724.6

£
449.6

£
(231.7
)
£
4,488.5

£
2,831.8

£
(293.3
)
£
9,969.5Other current liabilities

£
22.2

£
51.4

£
40.3

£
156.1

£
1,401.2

£
(215.6
)
£
1,455.6Long term debt


561.7


1,100.6





2,066.7


2,431.4





6,160.4Other long term liabilities








0.6


0.1


211.7





212.4Minority interest














0.4





0.4Shareholders' equity


2,140.7


(702.4
)

(272.6
)

2,265.6


(1,212.9
)

(77.7
)

2,140.7Total liabilities and shareholders' equity

£
2,724.6

£
449.6

£
(231.7
)
£
4,488.5

£
2,831.8

£
(293.3
)
£
9,969.5




December 31, 2007Balance 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

£


£
321.4Restricted cash














6.1





6.1Other current assets








0.4


9.6


615.8





625.8Total current assets


1.3





10.4


10.3


931.3





953.3Fixed assets, net














5,655.6





5,655.6Intangible assets, net








(13.1
)




3,318.0





3,304.9Investments 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
)

368.7Other assets, net











129.0


54.6





183.6Total assets

£
2,810.1

£
1,018.0

£
376.8

£
5,420.4

£
3,432.9

£
(2,592.1
)
£
10,466.1Other current liabilities

£
(0.4
)
£
29.9

£
6.4

£
119.6

£
1,354.5

£
(103.3
)
£
1,406.7Long term debt





1,032.0





2,262.4


2,635.0





5,929.4Other long term liabilities








0.3


116.7


202.5





319.5Shareholders' equity


2,810.5


(43.9
)

370.1


2,921.7


(759.1
)

(2,488.8
)

2,810.5Total liabilities and shareholders' equity

£
2,810.1

£
1,018.0

£
376.8

£
5,420.4

£
3,432.9

£
(2,592.1
)
£
10,466.1


20

---



VIRGIN MEDIA INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(unaudited)

Note 12Condensed Consolidated Financial Information (Continued)

Three months ended September 30, 2008Statements of operations

Company

Virgin
Media
Finance

Other
guarantors

VMIH

All other
subsidiaries

Adjustments

Total(in millions)Revenue

£


£


£


£


£
991.1

£


£
991.1Operating costs














(436.6
)




(436.6
)Selling, general and administrative expenses


(5.2
)










(224.3
)




(229.5
)Depreciation and amortization














(280.4
)




(280.4
)Goodwill impairment














4.0





4.0Operating income (loss)


(5.2
)










53.8





48.6Interest and other income, net


8.5


32.4


30.2


17.5


(5.6
)

(74.9
)

8.1Interest expense


(9.3
)

(33.2
)

(23.8
)

(83.5
)

(47.8
)

74.9


(122.7
)Share of income from equity investments














2.1





2.1Foreign currency losses


(0.2
)

(0.9
)

(0.6
)

(80.2
)

(22.8
)




(104.7
)Gains (losses) on derivative instruments











55.1


(7.1
)




48.0Income tax benefit (expense)








1.6


(2.2
)

0.6





Minority interest














(0.2
)




(0.2
)(Loss) income before equity in net (loss) from subsidiaries


(6.2
)

(1.7
)

7.4


(93.3
)

(27.0
)




(120.8
)Equity in net loss of subsidiaries


(114.6
)

(122.1
)

(122.1
)

(28.8
)




387.6


Net loss

£
(120.8
)
£
(123.8
)
£
(114.7
)
£
(122.1
)
£
(27.0
)
£
387.6

£
(120.8
)


21

---



VIRGIN MEDIA INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(unaudited)

Note 12Condensed Consolidated Financial Information (Continued)

Nine months ended September 30, 2008Statements of operations

Company

Virgin
Media
Finance

Other
guarantors

VMIH

All other
subsidiaries

Adjustments

Total(in millions)Revenue

£


£


£


£


£
2,983.4

£


£
2,983.4Operating costs














(1,331.9
)




(1,331.9
)Selling, general and administrative expenses


(17.4
)










(652.0
)




(669.4
)Restructuring and other charges














(2.9
)




(2.9
)Depreciation and amortization














(906.1
)




(906.1
)Goodwill impairment














(362.2
)




(362.2
)Operating loss


(17.4
)










(271.7
)




(289.1
)Interest and other income, net


15.4


88.6


70.1


51.7


(21.6
)

(182.2
)

22.0Interest expense


(17.2
)

(89.7
)

(50.8
)

(250.2
)

(142.0
)

182.2


(367.7
)Share of income from equity investments














11.1





11.1Foreign currency losses


(0.3
)

(1.3
)

(0.7
)

(102.6
)

(24.8
)




(129.7
)Loss on extinguishment of debt











(4.4
)

(1.2
)




(5.6
)Gains (losses) on derivative instruments











83.2


(4.1
)




79.1Income tax benefit (expense)


(0.1
)




(3.9
)

11.1


0.8





7.9Minority interest














(0.4
)




(0.4
)(Loss) income before equity in net (loss) from subsidiaries


(19.6
)

(2.4
)

14.7


(211.2
)

(453.9
)




(672.4
)Equity in net loss of subsidiaries


(652.8
)

(666.5
)

(667.9
)

(455.3
)




2,442.5


Net loss

£
(672.4
)
£
(668.9
)
£
(653.2
)
£
(666.5
)
£
(453.9
)
£
2,442.5

£
(672.4
)


22

---



VIRGIN MEDIA INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(unaudited)

Note 12Condensed Consolidated Financial Information (Continued)

Three months ended September 30, 2007Statements of operations

Company

Virgin
Media
Finance

Other
guarantors

VMIH

All other
subsidiaries

Adjustments

Total(in millions)Revenue

£


£


£


£


£
1,006.2

£


£
1,006.2Operating costs














(454.0
)




(454.0
)Selling, general and administrative expenses


(1.2
)




(1.3
)

0.3


(208.5
)




(210.7
)Restructuring and other income














8.9





8.9Depreciation and amortization














(303.7
)




(303.7
)Operating income (loss)


(1.2
)




(1.3
)

0.3


48.9





46.7Interest income and other, net


0.2


24.9


11.7


25.5


(14.5
)

(37.0
)

10.8Interest expense





(24.8
)

(6.6
)

(96.4
)

(37.1
)

37.0


(127.9
)Share of income from equity investments














6.0





6.0Foreign currency gains (losses)








0.5


(4.3
)

6.0





2.2Gains (losses) on derivative instruments











(1.0
)

1.8





0.8Income tax benefit (expense)








0.6





(0.2
)




0.4(Loss) income before equity in net (loss) from subsidiaries


(1.0
)

0.1


4.9


(75.9
)

10.9





(61.0
)Equity in net (loss) income of subsidiaries


(60.0
)

(66.7
)

(65.2
)

9.2





182.7


Net (loss) income

£
(61.0
)
£
(66.6
)
£
(60.3
)
£
(66.7
)
£
10.9

£
182.7

£
(61.0
)


23

---



VIRGIN MEDIA INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(unaudited)

Note 12Condensed Consolidated Financial Information (Continued)

Nine months ended September 30, 2007Statements of operations

Company

Virgin
Media
Finance

Other
guarantors

VMIH

All other
subsidiaries

Adjustments

Total(in millions)Revenue

£


£


£


£


£
3,023.1

£


£
3,023.1Operating costs














(1,338.4
)




(1,338.4
)Selling, general and administrative expenses


(3.2
)




(9.4
)




(709.6
)




(722.2
)Restructuring and other charges


(0.3
)










(5.5
)




(5.8
)Depreciation and amortization














(922.3
)




(922.3
)Operating income (loss)


(3.5
)




(9.4
)




47.3





34.4Interest income and other, net


0.5


75.3


35.6


67.0


(42.7
)

(110.1
)

25.6Interest expense





(74.7
)

(19.5
)

(280.9
)

(109.5
)

110.1


(374.5
)Share of income from equity investments














18.5





18.5Loss on extinguishment of debt











(0.5
)

(0.6
)




(1.1
)Foreign currency gains (losses)





0.1


0.9


(8.8
)

15.6





7.8(Losses) gains on derivative instruments











(1.0
)

0.3





(0.7
)Income tax expense


(0.2
)




(6.7
)




(3.4
)




(10.3
)(Loss) income before equity in net (loss) from subsidiaries


(3.2
)

0.7


0.9


(224.2
)

(74.5
)




(300.3
)Equity in net loss of subsidiaries


(297.1
)

(297.6
)

(298.3
)

(73.5
)




966.5


Net loss

£
(300.3
)
£
(296.9
)
£
(297.4
)
£
(297.7
)
£
(74.5
)
£
966.5

£
(300.3
)


24

---



VIRGIN MEDIA INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(unaudited)

Note 12Condensed Consolidated Financial Information (Continued)

Nine months ended September 30, 2008Statement 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

£
2.6

£


£
(7.1
)
£
(35.1
)
£
628.0

£


£
588.4Investing activities:Purchase of fixed and intangible assets














(340.6
)




(340.6
)Principal repayments (drawdowns) on loans to equity investments














10.1





10.1Principal repayments (drawdowns) on loans to group companies


(481.9
)




(2.6
)

267.6


216.9





Other














1.6





1.6Net cash (used in) provided by investing activities


(481.9
)




(2.6
)

267.6


(112.0
)




(328.9
)Financing activities:New borrowings, net of financing fees


493.4

















493.4Proceeds from employee stock options


0.6

















0.6Principal payments on long term debt and capital leases











(217.1
)

(316.1
)




(533.2
)Intercompany funding movements


13.3





1.7


(15.0
)







Dividends paid


(20.4
)
















(20.4
)Net cash (used in) provided by financing activities


486.9





1.7


(232.1
)

(316.1
)




(59.6
)Effect of exchange rates


0.1

















0.1Increase (decrease) in cash and cash equivalents


7.7





(8.0
)

0.4


199.9





200.0Cash and cash equivalents at beginning of period


1.3





10.0


0.7


309.4





321.4Cash and cash equivalents at end of period

£
9.0

£


£
2.0

£
1.1

£
509.3

£


£
521.4


25

---



VIRGIN MEDIA INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(unaudited)

Note 12Condensed Consolidated Financial Information (Continued)

Nine months ended September 30, 2007Statement 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

£
(7.7
)
£


£
1.4

£
(9.7
)
£
458.9

£


£
442.9Investing activities:Purchase of fixed and intangible assets














(424.0
)




(424.0
)Acquisitions, net of cash acquired











(1.0
)







(1.0
)Principal repayments (drawdowns) on loans to equity investments


10.6





(8.9
)

(396.0
)

408.8





14.5Other














6.4





6.4Net cash (used in) provided by investing activities


10.6





(8.9
)

(397.0
)

(8.8
)




(404.1
)Financing activities:New borrowings, net of financing fees











576.8


297.7





874.5Proceeds from employee stock options


11.4

















11.4Principal payments on long term debt and capital leases











(161.9
)

(799.7
)




(961.6
)Dividends paid


(14.8
)
















(14.8
)Net cash (used in) provided by financing activities


(3.4
)







414.9


(502.0
)




(90.5
)Effect of exchange rates








(2.8
)










(2.8
)(Decrease) increase in cash and cash equivalents


(0.5
)




(10.3
)

8.2


(51.9
)




(54.5
)Cash and cash equivalents at beginning of period


2.4





31.5


0.2


384.4





418.5Cash and cash equivalents at end of period

£
1.9

£


£
21.2

£
8.4

£
332.5

£


£
364.0


26

---



VIRGIN MEDIA INVESTMENT HOLDINGS LIMITED

CONDENSED CONSOLIDATED BALANCE SHEETS

(in millions, except share data)

September 30,
2008

December 31,
2007(Unaudited)

(See Note)AssetsCurrent assetsCash and cash equivalents

£
510.4

£
310.0Restricted cash


5.2


5.4Accounts receivabletrade, less allowances for doubtful accounts of £16.3 (2008) and £17.1 (2007)


435.6


451.0Inventory


104.9


75.4Prepaid expenses and other current assets


160.7


94.4Total current assets


1,216.8


936.2Fixed assets, net


5,281.7


5,510.3Goodwill and other indefinite-lived intangible assets


2,131.8


2,495.3Intangible assets, net


591.4


814.3Equity investments


365.4


368.7Other assets, net of accumulated amortization of £60.7 (2008) and £45.0 (2007)


219.3


183.6Due from group companies


753.7


637.4Total assets

£
10,560.1

£
10,945.8Liabilities and shareholders' equityCurrent liabilitiesAccounts payable

£
384.2

£
372.9Accrued expenses and other current liabilities


484.1


407.4VAT and employee taxes payable


53.0


81.2Restructuring liabilities


53.4


84.8Interest payable


114.8


148.2Interest payable to group companies


137.2


77.6Deferred revenue


252.6


240.3Current portion of long term debt


37.9


29.1Total current liabilities


1,517.2


1,441.5Long term debt, net of current portion


4,498.1


4,897.4Long term debt, due to group companies


2,068.3


1,367.1Deferred revenue and other long term liabilities


126.7


237.1Deferred income taxes


83.8


81.0Total liabilities


8,294.1


8,024.1Commitments and contingent liabilitiesMinority interest


0.4


Shareholders' equityShare 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


4,371.3Accumulated other comprehensive income


27.6


17.2Accumulated deficit


(2,133.3
)

(1,466.8
)Total shareholders' equity


2,265.6


2,921.7Total liabilities and shareholders' equity

£
10,560.1

£
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.

27

---



VIRGIN MEDIA INVESTMENT HOLDINGS LIMITED

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited) (in millions)

Three months ended
September 30,

Nine months ended
September 30,2008

2007

2008

2007Revenue

£
962.9

£
978.2

£
2,900.3

£
2,934.7Costs and expensesOperating costs (exclusive of depreciation shown separately below)


422.6


443.2


1,291.9


1,303.2Selling, general and administrative expenses


217.0


200.8


631.8


683.1Restructuring and other charges (income)


0.1


(8.0
)

2.9


5.3Depreciation


209.8


220.2


660.8


673.0Amortization


66.0


75.9


227.7


227.0Goodwill impairment


(4.0
)




362.2


911.5


932.1


3,177.3


2,891.6Operating income (loss)


51.4


46.1


(277.0
)

43.1Other income (expense)Interest income and other, net


8.1


10.5


21.9


23.9Interest income from group companies


2.1


4.6


5.8


7.6Interest expense


(88.5
)

(104.5
)

(278.3
)

(304.0
)Interest expense to group companies


(40.6
)

(31.8
)

(107.7
)

(88.5
)Share of income from equity investments


2.1


6.0


11.1


18.5Foreign currency (losses) gains


(103.0
)

1.8


(127.4
)

6.9Loss on extinguishment of debt








(5.6
)

(1.1
)Gains (losses) on derivative instruments


48.0


0.8


79.1


(0.7
)Loss before income taxes and minority interest


(120.4
)

(66.5
)

(678.1
)

(294.3
)Income tax (expense) benefit


(1.5
)

(0.2
)

12.0


(3.4
)Minority interest


(0.2
)




(0.4
)

Net loss

£
(122.1
)
£
(66.7
)
£
(666.5
)
£
(297.7
)


See
accompanying notes.

28

---



VIRGIN MEDIA INVESTMENT HOLDINGS LIMITED

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited) (in millions)

Nine months ended September 30,2008

2007Operating activitiesNet loss

£
(666.5
)
£
(297.7
)Adjustments to reconcile net loss to net cash provided by operating activitiesDepreciation and amortization


888.5


900.0Goodwill impairment


362.2


Non-cash interest


(31.4
)

(34.7
)Non-cash compensation


10.0


11.4Income from equity accounted investments, net of dividends received


(3.7
)

(12.5
)Income taxes


(5.7
)

7.2Amortization of original issue discount and deferred financing costs


15.7


17.3Unrealized foreign currency losses


36.6


27.8Loss on extinguishment of debt


5.6


1.1(Gains) losses on derivative instruments


(76.9
)

0.7Other


(0.3
)

(3.1
)Changes in operating assets and liabilities


(68.3
)

(172.8
)Net cash provided by operating activities


465.8


444.7Investing activitiesPurchase of fixed and intangible assets


(333.7
)

(418.6
)Principal repayments on loans to equity investments


10.1


13.1Investments in, and loans from, parent and subsidiary companies


589.8


Acquisitions, net of cash acquired





(1.0
)Other


1.6


5.8Net cash provided by (used in) investing activities


267.8


(400.7
)Financing activitiesNew borrowings, net of financing fees





874.5Principal payments on long term debt and capital leases


(533.2
)

(961.6
)Net cash used in financing activities


(533.2
)

(87.1
)Increase (decrease) in cash and cash equivalents


200.4


(43.1
)Cash and cash equivalents, beginning of period


310.0


384.0Cash and cash equivalents, end of period

£
510.4

£
340.9


29

---





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.

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 and nine months ended September 30, 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 Virgin Media's Annual Report on Form 10-K for the year ended
December 31, 2007, as filed with the SEC on February 29, 2008, as amended.

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

Note 2Goodwill and Intangible Assets

During the nine months ended September 30, 2008, assets not subject to amortization were adjusted for the following (in millions):

Trade Names

Reorganization
Value

GoodwillBalance, December 31, 2007

£
16.5

£
153.2

£
2,325.6Deferred tax balances








(1.3
)Goodwill impairment








(362.2
)Balance, September 30, 2008

£
16.5

£
153.2

£
1,962.1


As
at June 30, 2008, we performed our annual impairment review of the goodwill recognized in the Virgin Media TV and sit-up reporting units, included in our Content
segment, and the Virgin Mobile reporting unit. The fair values of these reporting units were determined through the use of a combination of both the market and income valuation approaches to calculate
fair value. We concluded that the fair values of the Virgin Media TV and sit-up reporting units exceeded their carrying value, while the Virgin Mobile reporting unit fair value was less
than its carrying value.

The
market approach valuations in respect of the Mobile reporting unit have declined from the prior year primarily as a result of declining market multiples of comparable companies. The
income approach valuations in respect of the Mobile reporting unit declined as a result of a combination of an increased discount rate, a reduced terminal value multiple and reduced long term cash
flow estimates. As a result, we extended our review to include the valuation of the Virgin Mobile reporting unit's individual assets and liabilities and recognized a preliminary goodwill impairment
charge of £366.2 million in the three and six months ended June 30, 2008. During the three months ended September 30, 2008, we finalized our impairment review of the
Virgin Mobile reporting unit and, as a result, we recognized a reduction in the impairment charge of £4.0 million. Consequently, the total goodwill impairment charge for the nine
months ended September 30, 2008 was £362.2 million.

30

---



VIRGIN MEDIA INVESTMENT HOLDINGS LIMITED

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(unaudited)

Note 2Goodwill and Intangible Assets (Continued)

In
September 2008, our sit-up reporting unit received notification that one of its two licenses to broadcast over Freeview digital terrestrial television would not be renewed
in January 2009. Management is currently reviewing the implications of this change on sit-up's business model and is considering alternative courses of action. This will result in an interim goodwill
impairment review being performed in our sit-up reporting unit if indicators exist that suggest it is more likely than not that the fair value of the reporting unit is less than the carrying value. As
at September 30, 2008, the
carrying value of goodwill relating to the sit-up reporting unit was £39.9 million.

Note 3Long Term Debt

Long term debt consists of (in millions):

September 30,
2008

December 31,
20078.75% U.S. Dollar senior loan notes due 2014 due to Virgin Media Finance PLC

£
238.7

£
214.29.75% Sterling senior loan notes due 2014 due to Virgin Media Finance PLC


375.0


375.08.75% Euro senior loan notes due 2014 due to Virgin Media Finance PLC


178.0


165.69.125% U.S. Dollar senior notes due 2016 due to Virgin Media Finance PLC


308.9


277.2Floating rate senior loan notes due 2012 due to Virgin Media Finance PLC


56.2


50.4Senior credit facility


4,357.0


4,804.8Other loan notes due to affiliates


911.5


284.7Capital leases


174.7


116.9Other


4.3


4.86,604.3


6,293.6Less: current portion


(37.9
)

(29.1
)£
6,566.4

£
6,264.5


The effective interest rate on the senior credit facility was 7.5% and 7.8% as at September 30, 2008 and December 31, 2007,
respectively.

Senior Credit Facility

On November 10, 2008, we amended our senior credit facility in order, subject to the repayment condition described below, to
defer over 70% of the remaining principal payments due in 2009, 2010 and 2011 to June 2012, extend the maturity of over 70% of the existing revolving facility from March 2011 to June 2012 and reset
certain financial covenant ratios. These
changes will only become effective after we have made certain principal repayments under the senior credit facility totaling £487.0 million. We have until May 10, 2009,
subject to a further three-month extension option, to satisfy this repayment condition.

As
part of the amendments, certain lenders will receive a margin increase of 1.50% and, subject to the repayment condition, certain other lenders will receive a margin increase of
1.375%. Additionally, we will pay up to £70.0 million in fees in connection with the amendments, some of which is payable only upon satisfaction of the repayment condition.
Effective immediately, the amendments also, among other things, suspend the right of certain lenders to receive a pro rata share of prepayments.

31

---



VIRGIN MEDIA INVESTMENT HOLDINGS LIMITED

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(unaudited)

Note 3Long Term Debt (Continued)

As
a result of these amendments, and assuming satisfaction of the repayment condition described above, our revised amortization schedule under our senior credit facility would be as
follows: March 2010£32.7 million, September 2010£171.6 million, March 2011£288.4 million,
June 2012£1,167.3 million, September 2012£1,910.0 million, March 2013£300.0 million.

Note 4Employee Benefit Plans

The components of net periodic pension cost in the three and nine months ended September 30, 2008 and 2007 were as follows (in millions):

Three months
ended
September 30,

Nine months
ended
September 30,2008

2007

2008

2007Service costs

£
0.4

£
0.6

£
1.3

£
1.8Interest costs


4.6


4.2


13.7


12.5Expected return on plan assets


(5.4
)

(4.8
)

(16.1
)

(14.3
)Net periodic benefit costs

£
(0.4
)
£


£
(1.1
)
£



Note 5Restructuring and Other (Income) Charges

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

Acquisition
Restructuring Accruals

TotalThree months ended September 30, 2008

Lease
Exit Costs

Involuntary
Employee
Termination
and Related Costs

Lease
Exit CostsBalance, June 30, 2008

£
16.6

£
1.8

£
38.9

£
57.3Charged to expense


0.5





0.8


1.3Revisions


0.2


(1.5
)

0.1


(1.2
)Utilized


(1.6
)

(0.3
)

(2.1
)

(4.0
)Balance, September 30, 2008

£
15.7

£


£
37.7

£
53.4


32

---



VIRGIN MEDIA INVESTMENT HOLDINGS LIMITED

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(unaudited)

Note 5Restructuring and Other (Income) Charges (Continued)



Historical
Restructuring Accruals

Acquisition
Restructuring Accruals

TotalNine months ended September 30, 2008

Lease
Exit Costs

Involuntary
Employee
Termination
and Related Costs

Lease
Exit CostsBalance, December 31, 2007

£
34.0

£
11.9

£
38.9

£
84.8Charged to expense


1.9





2.5


4.4Revisions


(1.8
)

(1.7
)

2.0


(1.5
)Utilized


(18.4
)

(10.2
)

(5.7
)

(34.3
)Balance, September 30, 2008

£
15.7

£


£
37.7

£
53.4


Restructuring
and other charges of £0.1 million and restructuring and other income of £8.0 million for the three months ended September 30,
2008 and 2007, respectively, and restructuring and other charges of £2.9 million and £5.3 million for the nine months ended September 30, 2008 and 2007,
respectively, relate mainly to lease exit and employee termination costs as a result of our acquisition-related restructuring programs net of revisions to previously accrued amounts.

During
the fourth quarter, we intend to commence the implementation of a restructuring plan aimed at driving further improvements in our operational performance and eliminating
inefficiencies. This plan will involve the incurrence of substantial operating and capital expenditures, including certain costs which we expect to treat as restructuring costs under Statement of
Financial Accounting Standards No. 146,Accounting for Costs Associated with Exit or Disposal Activities.

Note 6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
September 30, 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 7Comprehensive Loss

Comprehensive loss comprises (in millions):

Three months
ended
September 30,

Nine months
ended
September 30,2008

2007

2008

2007Net loss for period

£
(122.1
)
£
(66.7
)
£
(666.5
)
£
(297.7
)Net unrealized gains (losses) on derivatives, net of tax


18.5


(21.0
)

46.1


13.0Reclassification of derivative (gains) losses to net income, net of tax


(24.1
)

19.6


(35.7
)

27.4Comprehensive loss

£
(127.7
)
£
(68.1
)
£
(656.1
)
£
(257.3
)


33

---



VIRGIN MEDIA INVESTMENT HOLDINGS LIMITED

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(unaudited)

Note 7Comprehensive Loss (Continued)

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

September 30,
2008

December 31,
2007Pension liability adjustments

£
(0.2
)
£
(0.2
)Net unrealized gains on derivatives


27.8


17.4£
27.6

£
17.2


Note 8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 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 and nine months ended September 30, 2008, there was an income tax expense of £1.5 million and a benefit of £12.0 million,
respectively, as compared with income tax expense of £0.2 million and £3.4 million for the same periods in 2007. The income tax expense for the three months ended
September 30, 2008 was comprised of deferred federal tax expense of £0.4 million, a U.K. current tax benefit of £1.1 million and a U.K. deferred tax
expense of £2.2 million. The income tax benefit for the nine months ended September 30, 2008 was comprised of deferred federal tax expense of £2.7 million,
a U.K. current tax benefit of £3.6 million and a U.K. deferred tax benefit of £11.1 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 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
September 30, 2007 was comprised of deferred federal tax expense of £0.3 million and a U.K. tax benefit of £0.1 million. The income tax expense for the
nine months ended September 30, 2007 was comprised of deferred federal tax expense of £6.6 million and a
U.K. tax benefit of £3.2 million. The U.K. tax benefit relates to amounts receivable in respect of the sale of U.K. tax losses to an equity-method investee.

34

---



VIRGIN MEDIA INVESTMENT HOLDINGS LIMITED

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(unaudited)

Note 8Income Taxes (Continued)

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

Note 9Related Party Transactions

Virgin Media Inc. and its consolidated subsidiaries

We are a wholly owned subsidiary of Virgin Media Inc. We charge Virgin Media Inc. and certain of its 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 Inc. and its group companies (in millions):

Three months
ended
September 30,

Nine months
ended
September 30,2008

2007

2008

2007Operating costs

£
13.9

£
10.9

£
39.9

£
35.3Selling, general and administrative expenses


12.5


7.4


37.6


26.5


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

Note 10Fair Value Measurements

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.

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 liabilitiesLevel 2

Unadjusted quoted prices in active markets for similar assets or liabilities, orUnadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, orInputs other than quoted prices that are observable for the asset or liabilityLevel 3

Unobservable inputs for the asset or liability


35

---



VIRGIN MEDIA INVESTMENT HOLDINGS LIMITED

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(unaudited)

Note 10Fair Value Measurements (Continued)

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 all of our financial assets and liabilities that are stated at fair value 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 September 30, 2008 and December 31,
2007 (in millions):

September 30,
2008

December 31,
2007Included within other current assets:Foreign currency forward rate contracts

£
9.9

£
Interest rate swaps


16.2


4.1Cross-currency interest rate swaps


21.3


£
47.4

£
4.1Included within other assets:Foreign currency forward rate contracts

£


£
18.3Interest rate swaps





11.2Cross-currency interest rate swaps


109.2


30.6£
109.2

£
60.1Included within other current liabilities:Foreign currency forward rate contracts

£
39.6

£
Cross-currency interest rate swaps


0.8


£
40.4

£
Included within deferred revenue and other long term liabilities:Foreign currency forward rate contracts

£


£
67.9Cross-currency interest rate swaps


11.9


54.4£
11.9

£
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.

36

---



VIRGIN MEDIA INVESTMENT HOLDINGS LIMITED

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(unaudited)

Note 11Recent Accounting Pronouncements

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 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 12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 TV and 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 single 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.

37

---



VIRGIN MEDIA INVESTMENT HOLDINGS LIMITED

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(unaudited)

Note 12Industry Segments (Continued)

Segment
information for the three and nine month periods ended September 30, 2008 and 2007 was as follows (in millions):

Three months ended September 30, 2008Cable

Content

Mobile

Elims.

TotalRevenue

£
735.5

£
81.9

£
145.5

£


£
962.9Inter segment revenue


1.0


6.4





(7.4
)

Operating costs


(267.4
)

(72.3
)

(89.3
)

6.4


(422.6
)Selling, general and administrative expenses


(169.1
)

(20.8
)

(28.1
)

1.0


(217.0
)Segment OCF


300.0


(4.8
)

28.1





323.3Depreciation, amortization and other charges


(246.1
)

(4.4
)

(25.4
)




(275.9
)Goodwill impairment








4.0





4.0Operating income (loss)

£
53.9

£
(9.2
)
£
6.7

£


£
51.4




Three months ended September 30, 2007Cable

Content

Mobile

Elims.

TotalRevenue

£
739.7

£
79.8

£
158.7

£


£
978.2Inter segment revenue


0.8


6.2





(7.0
)

Operating costs


(285.3
)

(61.9
)

(102.2
)

6.2


(443.2
)Selling, general and administrative expenses


(159.0
)

(17.6
)

(25.0
)

0.8


(200.8
)Segment OCF


296.2


6.5


31.5





334.2Depreciation, amortization and other charges


(262.0
)

(4.1
)

(22.0
)




(288.1
)Operating income

£
34.2

£
2.4

£
9.5

£


£
46.1




Nine months ended September 30, 2008Cable

Content

Mobile

Elims.

TotalRevenue

£
2,226.6

£
244.8

£
428.9

£


£
2,900.3Inter segment revenue


2.5


19.2





(21.7
)

Operating costs


(842.7
)

(203.5
)

(264.9
)

19.2


(1,291.9
)Selling, general and administrative expenses


(490.0
)

(61.1
)

(83.2
)

2.5


(631.8
)Segment OCF


896.4


(0.6
)

80.8





976.6Depreciation, amortization and other charges


(801.4
)

(13.5
)

(76.5
)




(891.4
)Goodwill impairment








(362.2
)




(362.2
)Operating income (loss)

£
95.0

£
(14.1
)
£
(357.9
)
£


£
(277.0
)


38

---



VIRGIN MEDIA INVESTMENT HOLDINGS LIMITED

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(unaudited)

Note 12Industry Segments (Continued)



Nine months ended September 30, 2007Cable

Content

Mobile

Elims.

TotalRevenue

£
2,254.7

£
234.0

£
446.0

£


£
2,934.7Inter segment revenue


2.7


18.2





(20.9
)

Operating costs


(869.6
)

(182.1
)

(269.8
)

18.3


(1,303.2
)Selling, general and administrative expenses


(549.1
)

(51.3
)

(85.3
)

2.6


(683.1
)Segment OCF


838.7


18.8


90.9





948.4Depreciation, amortization and other charges


(827.4
)

(12.5
)

(65.4
)




(905.3
)Operating income

£
11.3

£
6.3

£
25.5

£


£
43.1


39

---





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. We are one of the
largest providers of residential broadband, pay television and fixed line telephone services and, by customers, the largest mobile virtual network operator in the U.K. Through ntl:Telewest Business,
which also operates as part of 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 Virgin1, 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:



Our
revenue by segment for the nine months ended September 30, 2008 and 2007 was as follows (in millions):

Nine months ended September 30,2008

2007Cable SegmentConsumer

£
1,838.8


61.6
%
£
1,864.3


61.7
%Business


470.9


15.8


478.8


15.82,309.7


77.4


2,343.1


77.5Mobile Segment


428.9


14.4


446.0


14.8Content Segment


244.8


8.2


234.0


7.7£
2,983.4


100.0
%
£
3,023.1


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.

40

---



Factors Affecting Our Business

A number of factors affect the performance of our business, at both a general and segment level.

General

Factors that affect all of the segments that we operate in are as follows;

General Macroeconomic Factors.General macroeconomic factors in the U.K. may have an impact on our business. For example, as consumers and businesses generally
have less discretionary spending to purchase goods and services during an economic slowdown, they may be less willing to subscribe to additional products or upgrade their existing services in our
Cable segment or purchase retail products sold by sit-up in our Content segment, and our bad debt experience may worsen. In addition, as expenditures by advertisers are sensitive to
economic conditions and tend to decline in recessionary periods and other periods of uncertainty, a slowing economy may be accompanied by a decrease in advertising revenues generated through our
television programming and broadband internet platforms. In our Mobile segment, customers may also reduce their expenditures on mobile phones and usage.

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 also purchase goods and services in U.S. dollars and
euros. We have implemented a hedging program to mitigate some of the risk from these exposures. While the objective of this program is to reduce the volatility of our cash flows and earnings caused by
changes in underlying currency exchange rates, not all of our exposures are hedged, and not all of our hedges are designated as such for accounting purposes.

Integration and Restructuring Activities.We will be completing the final stages of the integration of our cable billing platforms during 2008 and are continuing
to integrate certain of the operations of Virgin Mobile. During the fourth quarter, we intend to commence the implementation of a restructuring plan
aimed at driving further improvements in our operational performance and eliminating inefficiencies in order to create a fully integrated, customer focused organization that is capable of competing
effectively for the long term. While we anticipate significant cost savings from the plan and that the annual savings from and after 2010 will exceed the annual costs, we expect that 2008 and 2009
costs will exceed 2009 savings. These costs will include purchases of fixed assets, lease and contract exit costs, employee termination costs and other restructuring and restructuring-related
expenses, some of which will be classified as restructuring costs under Statement of Financial Accounting Standards No. 146,Accounting for Costs Associated with Exit or
Disposal Activities, or FAS 146. In total, we expect to incur operating expenditures of between £140 million to £160 million and
capital expenditures of between £30 million to £40 million over a three-year period. Our financial performance may be negatively affected if we are
unable to implement our restructuring plan successfully and realize the anticipated benefits.

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

41

---



combined
basis. Factors particularly affecting our Cable segment include customer churn, average revenue per user, or 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.Cable 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 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, or BT, and resellers or local loop unbundlers, such as British Sky Broadcasting
Group plc, or BSkyB, and Carphone Warehouse (Talk Talk), alternative internet access services like DSL, satellite television services offered by BSkyB and by BBC and ITV through Freesat,
digital terrestrial television offered through Freeview, internet protocol television offered by Tiscali S.p.A. and BT, and mobile telephone, television and data 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.

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

42

---



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 Mobile 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.

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. Our retail channels
operated through sit-up compete 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 generally records increased revenues and costs in the fourth quarter due to 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.

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

43

---



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 and Nine Months Ended September 30, 2008 and 2007

Revenue

For the three months ended September 30, 2008, revenue decreased by 1.5% to £991.1 million from
£1,006.2 million for the three months ended September 30, 2007. This decrease was primarily due to lower revenue in our Mobile segment and lower Business revenue in our Cable
segment, partially offset by growth in Consumer revenue in our Cable segment and revenue from our Content segment. See further discussion of our Cable, Mobile and Content segments below.

For
the nine months ended September 30, 2008, revenue decreased by 1.3% to £2,983.4 million from £3,023.1 million for the nine months ended
September 30, 2007. This decrease was primarily due to a decline in revenue in our Cable segment driven by declining prices due to increased competition and lower Mobile segment revenue mainly
due to lower prepay revenues as a result of fewer customers, partially offset by an increase in revenue in our Content segment. See further discussion of our Cable, Mobile and Content segments below.

Expenses

Operating costs:For the three months ended September 30, 2008, operating costs, including network expenses, decreased by 3.8% to
£436.6 million compared to £454.0 million during the same period in 2007. This decrease was primarily attributable to decreased operating costs in our Cable and
Mobile segments partially offset by increased operating costs in our Content segment. In our Cable segment, lower network operating costs, which benefited from certain reductions in utilities and
property costs, lower voice interconnect costs and lower cost of sales with respect to Business infrastructure project revenues, together with lower direct operating costs due to lower revenue and the
new agreement with our network provider in our Mobile segment, were partially offset by increased programming costs in our Content segment following the launch of our Virgin1 channel on
October 1, 2007.

For
the nine months ended September 30, 2008, operating costs decreased by 0.5% to £1,331.9 million from £1,338.4 million during the same
period in 2007. This decrease was primarily attributable to decreased operating costs in our Cable and Mobile segments partially offset by increased operating costs in our Content segment. Lower
employee, facilities and other network costs in our Cable segment and reduced commissions and equipment costs in our Mobile
segment were partially offset by increased interconnect costs in our Mobile segment and increased programming costs in our Content segment following the launch of our Virgin1 channel.

Selling, general and administrative expenses:For the three months ended September 30, 2008, selling, general and administrative expenses increased by 8.9%
to £229.5 million from £210.7 million for the three months ended September 30, 2007. This increase was primarily due to higher marketing costs and higher
employee related costs and bad debt expense due to the non-recurrence during the three months ended September 30, 2008 of certain benefits that occurred in the same period in 2007. In the three
months ended September 30, 2007, employee related costs benefited as a result of a reduction in our share-based compensation expense and lower incentive based compensation expense and our bad

44

---



debt
expense reduced due to operational improvements resulting from the integration of our systems and processes.

For
the nine months ended September 30, 2008, selling, general and administrative expenses decreased by 7.3% to £669.4 million from
£722.2 million for the nine months ended September 30, 2007. This decrease was primarily attributable to a reduction in costs in relation to marketing and our rebrand to
Virgin Media in 2007 together with lower employee related costs, partially offset by higher professional fees and regulatory expenses.

Restructuring and other (income) charges

Restructuring and other charges were £nil for the three months ended September 30, 2008. Restructuring and other
charges of £2.9 million for the nine months ended September 30, 2008 related primarily to an increase in our accrual for lease exit costs in relation to changes in U.K.
property tax rates partially offset by decreases as a result of the surrender or sublease of a number of properties. As a result of the completion of the final phase of our billing system migrations
during the quarter, we completed the final involuntary employee termination programs initiated during our business acquisitions in 2006.

Restructuring
and other income for the three months ended September 30, 2007 was £8.9 million and restructuring and other charges for the nine months ended
September 30, 2007 were £5.8 million. Restructuring and other (income) charges relate primarily to lease exit costs and employee termination costs in connection with our
restructuring programs initiated in respect of the reverse acquisition of Telewest. Restructuring and other (income) charges for the three
and nine months ended September 30, 2007 include a reduction in the lease exit provisions totaling £17.1 million, primarily due to the successful sublease of one of our
larger vacant properties.

During
the fourth quarter, we intend to commence the implementation of a restructuring plan aimed at driving further improvements in our operational performance and eliminating
inefficiencies in order to create a fully integrated, customer focused organization that is capable of competing effectively for the long term. This plan will involve the incurrence of substantial
operating and capital expenditures, including certain costs which we expect to treat as restructuring costs under FAS 146.

Depreciation expense

For the three months ended September 30, 2008, depreciation expense decreased by 5.1% to £214.3 million from
£225.7 million for the three months ended September 30, 2007. This decrease was primarily as a result of fixed assets becoming fully depreciated, partially offset by
increases in depreciation in respect of new fixed assets.

For
the nine months ended September 30, 2008, depreciation expense decreased by 1.9% to £676.0 million from £689.4 million for the nine
months ended September 30, 2007. This decrease was primarily as a result of fixed assets becoming fully depreciated, partially offset by increases in depreciation in respect of new fixed assets
and changes in the useful economic lives of certain asset categories with effect from January 1, 2008.

Amortization expense

For the three months ended September 30, 2008, amortization expense decreased to £66.1 million from
£78.0 million for the three months ended September 30, 2007. Amortization expense decreased as a result of the cessation of amortization of certain intangible assets that
became fully amortized during the period, partially offset by an increased expense related to the reduction in the remaining useful economic lives of certain intangible assets effective from
January 1, 2008.

For
the nine months ended September 30, 2008, amortization expense decreased to £230.1 million from £232.9 million for the nine months ended
September 30, 2007. The decrease in amortization expense primarily related to the final amortization of certain
intangible assets, partially offset by the reduction in the remaining useful economic lives of certain intangible assets effective from January 1, 2008.

45

---



Goodwill impairment

We preformed our annual impairment review for our Mobile, Virgin Media TV and sit-up reporting units as at June 30,
2008. As a result of this review we concluded that the fair values of the Virgin Media TV and sit-up reporting units exceeded their carrying value, while the Mobile reporting unit's fair
value was less than its carrying value.

The
fair value of the Mobile reporting unit was determined through the use of a combination of both market and income valuation approaches to calculate fair value. The market approach
valuations in respect of the Mobile reporting unit have declined from the prior year primarily as a result of declining market multiples of comparable companies. The income approach valuations in
respect of the Mobile reporting unit declined as a result of a combination of an increased discount rate, a reduced terminal value multiple and reduced long term cash flow estimates. We recorded a
preliminary impairment charge of £366.2 million in the three and six months ended June 30, 2008. Following the completion of our valuation of the individual assets and
liabilities within the Mobile reporting unit during the third quarter, we recognized a reduction in the goodwill impairment charge of £4.0 million in the three months ended
September 30, 2008. Consequently, the goodwill impairment charge for the nine months ended September 30, 2008 relating to our Mobile reporting unit was £362.2 million.

In
September 2008, our sit-up reporting unit received notification that one of its two licenses to broadcast over Freeview digital terrestrial television would not be renewed
in January 2009. Management is currently reviewing the implications of this change on sit-up's business model and is considering alternative courses of action. This will result in an interim goodwill
impairment review being performed in our sit-up reporting unit if indicators exist that suggest it is more likely than not that the fair value of the reporting unit is less than the carrying value. As
at September 30, 2008, the
carrying value of goodwill relating to the sit-up reporting unit was £39.9 million.

Interest income and other, net

For the three and nine months ended September 30, 2008, interest income and other decreased to £8.1 million
and £22.0 million from £10.8 million and £25.6 million for the three and nine months ended September 30, 2007, respectively, primarily
as a result of gains on disposal of investments that were recognized in the prior year combined with lower interest rates on deposits in 2008 than in prior years.

Interest expense

For the three months ended September 30, 2008, interest expense decreased to £122.7 million from
£127.9 million for the three months ended September 30, 2007, primarily as a result of reductions in certain loan obligations following voluntary repayments in December 2007
and April 2008, partially offset by interest on the new convertible senior notes and the impact of changes in variable interest rates.

We
paid cash interest of £86.2 million for the three months ended September 30, 2008, and £85.8 million for the three months ended
September 30, 2007. The increase in cash interest payments was primarily due to differences in the timing of interest payments with respect to our senior credit facility.

For
the nine months ended September 30, 2008, interest expense decreased to £367.7 million from £374.5 million for the nine months ended
September 30, 2007, primarily as a result of reductions in certain loan obligations following the voluntary prepayments noted above, offset by the impact of higher interest rates on the
unhedged portion of our loan obligations and interest on the convertible senior notes which funded the repayment of higher cost bank debt.

46

---



We
paid cash interest of £349.7 million for the nine months ended September 30, 2008, and £380.8 million for the nine months ended
September 30, 2007. The decrease in cash interest payments was primarily as a result of changes in timing of interest payments.

Foreign currency (losses) gains

The foreign currency losses of £104.7 million in the three months ended September 30, 2008 were largely
comprised of unrealized exchange losses on our U.S. dollar denominated debt, including the principal portion of our U.S. dollar denominated convertible senior notes which is unhedged. The foreign
currency gains of £2.2 million in the three months ended September 30, 2007 were largely comprised of gains resulting from favorable exchange rate movements, principally on
U.S. dollar settlements.

The
foreign currency losses of £129.7 million in the nine months ended September 30, 2008 were largely comprised of unrealized losses resulting from unfavorable
exchange movements on our U.S dollar denominated debt, including the principal portion of our U.S. dollar denominated convertible senior notes which is unhedged. The foreign currency gains of
£7.8 million in the nine months ended September 30, 2007 were largely comprised of gains resulting from favorable exchange rate movements, principally on U.S. dollar
settlements.

Loss on extinguishment of debt

The loss on extinguishment of debt of £5.6 million in the nine months ended September 30, 2008 related to the
write-off of deferred financing costs resulting from the repayment of £504.0 million of our senior credit facility with the proceeds of the convertible senior notes and
cash on hand. The loss on extinguishment of debt of £1.1 million in the nine months ended September 30, 2007 related to the write-off of deferred financing costs
as a result of our partial repayments under our senior credit facility.

Gains (losses) on derivative instruments

Gains on derivative instruments of £48.0 million in the three months ended September 30, 2008 mainly related
to the recognition of favorable mark to market changes in U.S. dollar denominated cross currency interest rate swaps which are not designated as accounting hedges. The gain on derivative instruments
of £0.8 million in the three months ended September 30, 2007 mainly related to favorable movements in the fair value of sterling interest rate swaps not designated as
accounting hedges.

Gains
on derivative instruments of £79.1 million in the nine months ended September 30, 2008 mainly related to the recognition of favorable mark to market
changes in the valuation of U.S. dollar denominated derivative instruments that are not designated as accounting hedges. The losses on derivative instruments of £0.7 million in the
nine months ended September 30, 2007 mainly related to unfavorable movements in the fair value of U.S. dollar denominated derivative instruments not designated as accounting hedges.

Income tax benefit (expense)

For the three months ended September 30, 2008, there was an income tax benefit of £nil as compared with an income
tax benefit of £0.4 million for the same period in 2007. The income tax benefit for the three months ended September 30, 2008 was comprised of current federal tax benefit of
£0.2 million, U.S. state and local tax expense of £0.1 million, deferred federal tax benefit of £1.0 million, a U.K. current tax benefit of
£1.1 million and a U.K. deferred tax expense of £2.2 million. The income tax benefit for the three months ended September 30, 2007 was comprised of
deferred federal tax benefit of £0.3 million and a U.K. tax benefit of £0.1 million. The U.K. tax benefit related to amounts receivable in respect of the sale of
U.K. tax losses to an equity-method investee. The U.K.

47

---



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 that are expected to reverse in future periods and will
allow us to offset such amounts against certain deferred tax assets.

For
the nine months ended September 30, 2008, there was an income tax benefit of £7.9 million as compared with an income tax expense of
£10.3 million for the same period in 2007. The income tax benefit for the nine months ended September 30, 2008 was comprised of current federal tax expense of
£0.2 million, U.S. state and local tax expense of £0.1 million, deferred federal tax expense of £6.5 million, a U.K. current tax benefit of
£3.6 million and a U.K. deferred tax benefit of £11.1 million. The income tax expense for the nine months ended September 30, 2007 was comprised of current
federal taxes of £0.7 million, a U.S. state and local tax benefit of £0.6 million, deferred federal tax expense of £13.4 million and a U.K. tax
benefit of £3.2 million. The U.K. 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 that are expected to reverse in future periods and will allow us to offset
such amounts against certain deferred tax assets.

Net loss

For the three months ended September 30, 2008, net loss increased to £120.8 million compared with a net loss
of £61.0 million for the same period in 2007 due primarily to the increase in foreign currency losses which were partially offset by the gain on derivative instruments.

For
the nine months ended September 30, 2008, net loss increased to £672.4 million compared with a net loss of £300.3 million for the same
period in 2007 due primarily to the goodwill impairment charge and increase in foreign currency losses offset by gains on derivative instruments.

Net loss per share

Basic and diluted net loss per common share for the three months ended September 30, 2008 was £0.37 compared to
£0.19 for the three months ended September 30, 2007. Basic and diluted net loss per share is computed using a weighted average of 328.1 million shares outstanding in the
three months ended September 30, 2008 and a weighted average of 326.4 million shares outstanding for the same period in 2007. Basic and diluted net loss per common share for the nine
months ended September 30, 2008 was £2.05 compared to £0.92 for the nine months ended September 30, 2007. Basic and diluted net loss per share is computed using a
weighted average of 328.1 million shares outstanding in the nine months ended September 30, 2008 and a weighted average of 325.4 million shares outstanding for the same period in
2007. Options, warrants, shares issuable under the convertible senior notes and shares of restricted stock held in escrow outstanding at September 30, 2008 and September 30, 2007 are
excluded from the calculation of diluted net loss per share, since these securities are anti-dilutive.

Segment Results of Operations for the Three and Nine Months Ended September 30, 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 11 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 September 30, 2008. Future changes to this
organizational structure may result in changes to the reportable segments disclosed.

48

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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 and nine months ended September 30, 2008 and 2007
were as follows (in millions):

Three months ended
September 30,

Nine months ended
September 30,2008

2007

2008

2007Revenue

£
763.7

£
767.7

£
2,309.7

£
2,343.1Inter segment revenue


1.0


0.8


2.5


2.7Segment OCF


301.7


303.5


901.9


852.8Depreciation, amortization and other charges


(250.6
)

(268.7
)

(819.0
)

(850.2
)Operating income

£
51.1

£
34.8

£
82.9

£
2.6




Our Cable segment revenue by customer type for the three and nine months ended September 30, 2008 and 2007 was as follows (in
millions):

Three months ended
September 30,



Nine months ended
September 30,Increase/
(Decrease)

Increase/
(Decrease)2008

2007

2008

2007Revenue:Consumer

£
610.3

£
607.7


0.4
%
£
1,838.8

£
1,864.3


(1.4
)%Business


153.4


160.0


(4.1
)%

470.9


478.8


(1.6
)%Total revenue

£
763.7

£
767.7


(0.5
)%
£
2,309.7

£
2,343.1


(1.4
)%


Consumer:For the three months ended September 30, 2008, revenue from residential customers increased by 0.4% to £610.3 million from
revenue of £607.7 million for the three months ended September 30, 2007. This increase was primarily due to additional customers subscribing to our telephone, broadband and
television services and selective price increases, partially offset by a decline in fixed line telephony usage and higher price discounting. For the nine months ended September 30, 2008,
revenue from residential customers decreased by 1.4% to £1,838.8 million from £1,864.3 million for the nine months ended September 30, 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 this decrease were increases in revenue from selective price increases as well as from additional customers subscribing to our telephone, broadband and
television services.

Cable
ARPU increased to £41.94 for the three months ended September 30, 2008 from £41.55 for the three months ended September 30, 2007. The increase
in Cable ARPU was primarily driven by selective price increases and successfully acquiring new bundled customers along with cross-selling and

49

---



up-selling
to existing customers, partially offset by increased discounts and declining fixed line telephony usage. 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 2.38 at September 30, 2008 from 2.26 at September 30, 2007 and by
triple-play penetration growing to 54.7% at September 30, 2008 from 47.0% at September 30, 2007. A triple-play customer is a customer who subscribes to our
television, broadband and fixed line telephone services.

Business:Revenue from our business customers for the three and nine months ended September 30, 2008 and 2007 was comprised of (in millions):

Three months ended
September 30,



Nine months ended
September 30,Increase/
(Decrease)

Increase/
(Decrease)2008

2007

2008

2007Revenue:Retail:Voice

£
47.5

£
53.4


(11.0
)%
£
145.4

£
163.3


(11.0
)%Data


49.3


43.3


13.9
%

141.1


127.2


10.9
%Other


13.6


17.7


(23.2
)%

49.7


45.9


8.3
%110.4


114.4


(3.5
)%

336.2


336.4


(0.1
)%Wholesale


43.0


45.6


(5.7
)%

134.7


142.4


(5.4
)%Total revenue

£
153.4

£
160.0


(4.1
)%
£
470.9

£
478.8


(1.6
)%


For
the three months ended September 30, 2008, revenue from business customers decreased by 4.1% to £153.4 million from £160.0 million for
the three months ended September 30, 2007. For the nine months ended September 30, 2008, revenue from business customers decreased 1.6% to £470.9 million from
£478.8 million for the nine months ended September 30, 2007. The decrease in the three months ended September 30, 2008 was attributable to declines in wholesale and
retail telephony voice and retail other revenues, partially offset by growth in retail data revenue. The decrease in the nine months ended September 30, 2008 was also attributable to declines
in wholesale and retail telephony voice revenues, partially offset by growth in retail data and other revenues. Retail data revenues represented 44.7% and 42.0% of the retail business revenues for the
three and nine months ended September 30, 2008 compared with 37.8% for both the three and nine months ended September 30, 2007, respectively.

Other
retail revenue in the three and nine months ended September 30, 2008 was £13.6 million and £49.7 million compared to
£17.7 million and £45.9 million in the three and nine months ended September 30, 2007, respectively. The majority of this revenue is from infrastructure
projects which are non-recurring in nature. Our largest infrastructure project has been the provision of telecoms network equipment for Heathrow airport's new Terminal 5 which contributed
£3.8 million and £19.9 million of revenue in the three and nine months ended September 30, 2008, compared to £8.2 million and
£18.9 million in the same periods last year, respectively.



For the three months ended September 30, 2008, Cable segment OCF decreased slightly to £301.7 million from
£303.5 million for the three months ended September 30, 2007. Lower business revenues were offset by higher consumer revenues and savings in operating expenses. In the prior
year, Cable selling, general and administrative expenses benefited from lower share-based compensation and lower incentive-based compensation expense as discussed earlier which did not recur in the
current period.

50

---



For
the nine months ended September 30, 2008, Cable segment OCF increased to £901.9 million from £852.8 million for the nine months ended
September 30, 2007. This increase is partly due to lower selling, general and administrative expenses as a result of a reduction in costs in relation to marketing after our rebrand to Virgin
Media in 2007 together with lower employee related costs, and lower direct operating costs as a result of lower revenues. Partially offsetting these savings was lower consumer revenue, primarily as a
result of higher price discounting and lower telephony usage, together with the decline in revenue from business customers, as described above.

On
November 4, 2008, we reached an agreement with BSkyB for the return of its basic channels to our platform for a license fee of £30.0 million per annum, plus
a capped performance-based adjustment (allowing for maximum additional payments of up to £6.0 million and £8.0 million in years one and two, respectively, and up
to £7.9 million in the final seven months of the term). These channels, which include Sky1, Sky2, Sky3, Sky News, Sky Sports News, Sky Arts 1, Sky Arts 2, Sky Real Lives and Sky
Real Lives 2, will be available on our platform from November 13, 2008 and we believe they will increase the attractiveness of our TV offerings for new and existing customers. The new carriage
agreement expires in June 2011.



Selected statistics for our residential cable customers, excluding customers off our cable network and Virgin Mobile customers, for the
three months ended September 30, 2008 as well as the four prior quarters, are set forth in the table below. Our net customer movement for the three months ended September 30, 2008 was an
increase of 8,300 customers being the net of gross
additions and disconnections (net additions); together with a reduction of 9,100 customers with respect to data cleanse activity following the migration of our final on-net residential
billing system during the previous quarter. The reduction in net additions compared with the three months ended September 30, 2007 was primarily the result of fewer gross additions which we
believe may be due in part to the softer macroeconomic environment. Customer churn fell during recent periods, particularly in the three months ended March 31, 2008, June 30, 2008 and
September 30, 2008 during which our average monthly churn was 1.2%, 1.3% and 1.5%, respectively. These rates compare with the three months ended March 31, 2007, June 30, 2007 and
September 30, 2007, during which our average monthly churn was 1.6%, 1.8% and 1.7%, respectively. The total number of Cable RGUs grew to 11,280,800 at September 30, 2008 from 10,717,200
at September 30, 2007, representing a net increase in RGUs of 563,600.

51

---



Three months endedSeptember 30,
2008

June 30,
2008

March 31,
2008

December 31,
2007

September 30,
2007Opening customers


4,741,200


4,779,600


4,774,700


4,750,300


4,737,300Customer additions


214,600


167,900


181,400


225,100


256,500Customer disconnects


(206,300
)

(187,400
)

(176,500
)

(200,700
)

(243,500
)Net customer movement


8,300


(19,500
)

4,900


24,400


13,000Data cleanse(1)


(9,100
)

(18,900
)







Closing customers


4,740,400


4,741,200


4,779,600


4,774,700


4,750,300Cable churn(2)


1.5
%

1.3
%

1.2
%

1.4
%

1.7
%Cable Revenue Generating Units(1)(3):Television


3,576,500


3,538,800


3,514,900


3,478,100


3,417,000DTV (included in Television)


3,407,900


3,353,500


3,311,400


3,253,500


3,167,000Telephone


4,078,600


4,063,500


4,060,400


4,031,400


3,992,500Broadband


3,625,700


3,563,400


3,502,300


3,413,900


3,307,700Total Cable Revenue Generating Units


11,280,800


11,165,700


11,077,600


10,923,400


10,717,200Cable RGU/Customers


2.38
x

2.36
x

2.32
x

2.29
x

2.26
xTriple-play penetration


54.7
%

53.1
%

51.3
%

49.5
%

47.0
%Cable Average Revenue Per User(4)

£
41.94

£
41.63

£
41.91

£
42.24

£
41.55Cable ARPU calculation:On-net Cable revenues (millions)

£
595.3

£
594.8

£
601.0

£
604.7

£
590.5Average customers


4,731,800


4,762,900


4,780,200


4,771,700


4,737,100


---

52

---



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

Three months endedSeptember 30,
2008

June 30,
2008

March 31,
2008

December 31,
2007

September 30,
2007Opening RGUs:Telephone


107,300


102,400


103,900


90,500


75,500Broadband


272,700


279,500


287,300


282,300


275,200380,000


381,900


391,200


372,800


350,700Net RGU additions (disconnections):Telephone


(2,400
)

4,900


(1,500
)

13,400


15,000Broadband


(12,600
)

(6,800
)

(7,800
)

5,000


7,100(15,000
)

(1,900
)

(9,300
)

18,400


22,100Closing RGUs:Telephone


104,900


107,300


102,400


103,900


90,500Broadband


260,100


272,700


279,500


287,300


282,300365,000


380,000


381,900


391,200


372,800


Total
RGUs for our residential customers that are not connected directly through our cable network declined by 15,000 during the three months ended September 30, 2008 as compared
to an increase of 22,100 RGUs in the three months ended September 30, 2007. The decline in RGUs in the current quarter is partially due to the migration of the billing systems supporting these
customers which has delayed the introduction of new offerings until mid-September in an increasingly competitive market.

Mobile Segment

The summary combined results of operations of our Mobile segment for the three and nine months ended September 30, 2008 and 2007
were as follows (in millions):

Three months ended
September 30,

Nine months ended
September 30,2008

2007

2008

2007Revenue

£
145.5

£
158.7

£
428.9

£
446.0Segment OCF


28.1


31.5


80.8


90.9Depreciation, amortization and other charges


(25.4
)

(22.0
)

(76.5
)

(65.4
)Goodwill impairment


4.0





(362.2
)

Operating income (loss)

£
6.7

£
9.5

£
(357.9
)
£
25.5


53

---







Our Mobile segment revenue for the three and nine months ended September 30, 2008 and 2007 was comprised of (in millions):

Three months ended
September 30,



Nine months ended
September 30,Increase/
(Decrease)

Increase/
(Decrease)2008

2007

2008

2007Revenue:Service

£
139.9

£
147.3


(5.0
)%
£
413.7

£
425.6


(2.8
)%Equipment(1)


5.6


11.4


(50.9
)%

15.2


20.4


(25.5
)%Total revenue

£
145.5

£
158.7


(8.3
)%
£
428.9

£
446.0


(3.8
)%


---

For the three months ended September 30, 2008, revenue decreased to £145.5 million from
£158.7 million for the three months ended September 30, 2007. The decrease was primarily attributable to lower prepay revenues as a result of lower volumes, partially offset
by increased contract revenues driven mainly by higher contract volumes.

For
the nine months ended September 30, 2008, revenue decreased to £428.9 million from £446.0 million for the nine months ended
September 30, 2007. The decrease was primarily attributable to lower prepay revenues as a result of lower volumes, partially offset by increased contract revenues driven mainly by higher
contract volumes.

Mobile
ARPU decreased to £10.93 for the three months ended September 30, 2008 from £11.11 for the three months ended September 30, 2007. The
decrease was primarily due to reduced prices on our bundled contract mobile offerings and lower revenues generated from our prepay customers. The decline in prepay mobile volumes during the three and
nine months ended September 30, 2008 is primarily due to the fact that we have not targeted the low price handset end of the prepay market as that end of the market tends to have higher churn
and lower profitability.



For the three months ended September 30, 2008, Mobile segment OCF was £28.1 million compared with
£31.5 million for the three months ended September 30, 2007. This decrease was due primarily to lower revenue as described above partially offset by savings in operating
costs resulting from our new wholesale rates agreement as described below.

For
the nine months ended September 30, 2008, Mobile segment OCF was £80.8 million compared with £90.9 million for the nine months ended
September 30, 2007. This decrease was due primarily to lower revenues as described above and increased interconnect costs, partially offset by lower operating costs and employee expenses.

We
have agreed new terms with our mobile network provider which reduces the wholesale rates we pay for voice and data traffic, retroactive to January 1, 2008 for voice and to
April 1, 2008 for data. We have also agreed new data pricing rates which have allowed us to launch a complementary mobile broadband proposition and to price more competitively in the growing
mobile data usage market which should be more attractive for higher value customers. We have also committed to purchasing our current core voice, text and handset data and mobile broadband data card
services exclusively from our mobile network provider for a three year period commencing April 1, 2008.

54

---





Selected statistics for Virgin Mobile are set forth in the table below. Between September 30, 2008 and September 30,
2007, the number of mobile customers decreased by a net 165,400. Contract customer gains of 249,800 were offset by net losses of 415,200 prepay customers. The growth in contract customers reflects the
drive for "quad-play" packages through cross-selling with our Cable segment products.

Three months endedSeptember 30,
2008

June 30,
2008

March 31,
2008

December 31,
2007

September 30,
2007Contract mobile customers(1):Opening contract mobile customers


491,600


435,700


376,300


328,800


299,100Net contract mobile customer additions


78,300


55,900


59,400


47,500


29,700Data cleanse(2)


8,700











87,000


55,900


59,400


47,500


29,700Closing contract mobile customers


578,600


491,600


435,700


376,300


328,800Prepay mobile customers(1):Opening prepay mobile customers


3,797,400


3,987,500


4,115,100


4,102,100


4,115,900Net prepay mobile customer additions (disconnections)


(117,300
)

(190,100
)

(97,900
)

13,000


(13,800
)Data cleanse(2)


6,800





(29,700
)




(110,500
)

(190,100
)

(127,600
)

13,000


(13,800
)Closing prepay mobile customers


3,686,900


3,797,400


3,987,500


4,115,100


4,102,100Total closing mobile customers:


4,265,500


4,289,000


4,423,200


4,491,400


4,430,900Mobile average revenue per user(3)

£
10.93

£
10.65

£
10.06

£
10.69

£
11.11Mobile ARPU calculation:Mobile service revenue (millions)

£
139.9

£
139.3

£
134.5

£
142.0

£
147.3Average mobile customers


4,267,400


4,359,600


4,457,800


4,429,200


4,417,900


---

55

---



Content Segment

The summary combined results of operations of our Content segment for the three and nine months ended September 30, 2008 and
2007 were as follows (in millions):

Three months ended
September

Nine months ended
September 30,2008

2007

2008

2007Revenue

£
81.9

£
79.8

£
244.8

£
234.0Inter segment revenue


6.4


6.2


19.2


18.2Segment OCF


(4.8
)

6.5


(0.6
)

18.8Depreciation, amortization and other charges


(4.4
)

(4.1
)

(13.5
)

(12.5
)Operating (loss) income

£
(9.2
)
£
2.4

£
(14.1
)
£
6.3




Our Content segment revenue, excluding inter segment revenue, for the three and nine months ended September 30, 2008 and 2007
was as follows (in millions):

Three months ended
September



Nine months ended
SeptemberIncrease/
(Decrease)

Increase/
(Decrease)2008

2007

2008

2007Revenue:Virgin Media TV

£
30.9

£
27.0


14.4
%
£
87.6

£
82.2


6.6
%sit-up


51.0


52.8


(3.4
)%

157.2


151.8


3.6
%Total revenue

£
81.9

£
79.8


2.6
%
£
244.8

£
234.0


4.6
%


For
the three months ended September 30, 2008, revenue in the Content segment increased by 2.6% to £81.9 million from £79.8 million for the
three months ended September 30, 2007. This increase was primarily due to the recognition of £4.3 million of revenue that had been deferred in prior periods until the
requirements for revenue recognition had been met. Excluding this amount, Virgin Media TV revenue was relatively flat as compared to the three months ended September 30, 2007.
sit-up revenue decreased in the three months ended September 30, 2008 compared to the three months ended September 30, 2007, we believe mainly as a result of the current downturn in
retail consumer spending.

For
the nine months ended September 30, 2008, revenue increased by 4.6% to £244.8 million from £234.0 million for the nine months ended
September 30, 2007. This increase was primarily due to increased advertising revenues from Virgin Media TV and
increased sit-up revenues. Virgin Media TV advertising revenues benefited from £3.1 million of revenue that had been deferred in prior periods until the requirements for
revenue recognition had been met. Excluding this amount, Virgin Media TV revenue increased over the nine months ended September 30, 2007 due mainly to advertising revenue growth in the first
six months of 2008, partially offset by the loss of revenue from our program rights licensing business which was disposed of in July 2007. sit-up revenue increased from the nine months
ended September 30, 2007 to September 30, 2008 as a result of increased retail revenue from our television channels in the first six months of 2008, partially offset by decreased retail
revenue in the three months ended September 30, 2008, we believe mainly due to the current downturn in retail consumer spending.

On
November 4, 2008, we signed a new carriage agreement with BSkyB for continued carriage of our Virgin Media TV channels on its satellite platform, effective from
November 13, 2008. The new agreement provides for a license fee of £30.0 million, plus a capped performance-based adjustment (allowing for maximum additional payment of up to
£6.0 million and £8.0 million in years one and two,

56

---



respectively,
and up to £7.9 million in the final seven months of the term). The new carriage agreement expires in June 2011.



For the three months ended September 30, 2008, Content segment OCF decreased to a loss of £4.8 million from
income of £6.5 million for the three months ended September 30, 2007. This decrease is mainly due to higher programming costs, particularly with respect to our Virgin1 and
Living channels and higher marketing costs in Virgin Media TV, partially offset by an increase in revenues as described above.

For
the nine months ended September 30, 2008, Content segment OCF decreased to a loss of £0.6 million from income of £18.8 million for the
nine months ended September 30, 2007. This decrease is mainly due to an increase in programming and marketing costs, partially offset by higher sit-up revenues together with the non
recurrence in 2008 of an accrual reversal of £7.9 million relating to the favorable settlement of a long-running legal claim in 2007.



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 £3.2 million and £14.4 million for the three and
nine months ended September 30, 2008, respectively, and £5.9 million and £18.4 million for the three and nine months ended September 30, 2007,
respectively. At September 30, 2008, our investment in UKTV was carried on the balance sheet at £365.4 million, which include outstanding loans totaling
£136.3 million.

UKTV
receives financing through loans from Virgin Media, which totaled £136.3 million at September 30, 2008. These loans effectively act as a revolving facility
for UKTV. We received net cash payments from UKTV in the form of loan capital repayments of £10.0 million and £10.5 million for the three and nine months ended
September 30, 2008, respectively. We received dividends, interest payments and payments for consortium tax relief from UKTV totaling £5.4 million and
£15.2 million during the three and nine months ended September 30, 2008, respectively.

Additionally,
we recorded a loss of £1.1 million and £3.3 million in the three and nine months ended September 30, 2008, respectively, from
our investment in our joint venture with Setanta Sports News.

Liquidity and Capital Resources

As of September 30, 2008, we had £6,198.3 million of debt outstanding, and £521.4 million
of cash and cash equivalents, compared to debt outstanding of £5,958.5 million as of December 31, 2007, and £6,099.8 million as of September 30,
2007, and cash outstanding of £321.4 million as of December 31, 2007 and £364.0 million as of September 30, 2007. The increase in debt since
September 30, 2007 was primarily attributable to exchange rate movements on our debt denominated in currencies other than the pound sterling together with a greater use of finance leases
partially offset by a voluntary prepayment of £200.0 million in December 2007 utilizing cash reserves. The increase in debt since
December 31, 2007 was primarily attributable to exchange rate movements on our debt denominated in currencies other than the pound sterling together with a greater use of finance leases.

On
April 16, 2008, we issued $1.0 billion of 6.5% convertible senior notes due 2016 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, 2010 and 2012.

57

---



On
November 10, 2008, we amended our senior credit facility to, among other things, (i) subject to the prepayment condition described below, defer the remaining principal
payments due to consenting lenders under the A tranches to June 2012, and (ii) effective immediately, suspend the right of consenting lenders under the B tranches to receive a pro rata share of
prepayments. The amendments are described in more detail under "Long Term Debt" below.

The
changes to the repayment schedule under the new A tranches will only become effective after we have made certain principal prepayments under the senior credit facility totaling
£487.0 million. We have until May 10, 2009, subject to a further three-month extension option, to satisfy this prepayment condition. We anticipate using cash generated from
operations and cash on our balance sheet, which may be supplemented by proceeds from debt offerings or other sources, to meet this prepayment condition. Although we had £521.4 million of
cash on our balance sheet as at September 30, 2008, if we do not generate additional cash from operations or raise cash through other means, we may not be able to satisfy this prepayment condition. If
we fail to meet the prepayment condition, the current debt amortization schedule under our senior credit facility will remain unchanged, with substantial repayments due in 2010 and 2011. Even if we do
satisfy the prepayment condition, significant amortization payments remain due in 2010 and 2011.

Our
business is capital intensive and we are highly leveraged. We have significant cash requirements for operating costs, capital expenditure, interest expense and debt amortization. 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. We believe we will need to address our amortization
obligations, whether in their pre-amendment form or as deferred to 2012 pursuant to the amendments, through means other than reliance on cash flow from operations, such as refinancing our existing
facility, raising additional debt or equity, possible asset sales, 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 was issued 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.

Consolidated Statement of Cash Flows for the Nine Months Ended September 30, 2008 and 2007

For the nine months ended September 30, 2008, cash provided by operating activities increased to
£588.4 million from £442.9 million for the nine months ended September 30, 2007. This increase was primarily attributable to improved operating results and
working capital movements together with reduced cash interest payments. For the nine months ended September 30, 2008, cash paid for interest, exclusive of amounts capitalized, decreased to
£349.7 million from £380.8 million during the same period in 2007. This decrease was primarily as a result of changes in timing of interest payments.

58

---



For
the nine months ended September 30, 2008, cash used in investing activities was £328.9 million compared with £404.1 million for the nine
months ended September 30, 2007. The cash used in investing activities in the nine months ended September 30, 2008 mainly represented purchases of fixed assets. Purchases of fixed and
intangible assets decreased to £340.6 million for the nine months ended September 30, 2008 from £424.0 million for the same period in 2007 primarily
because of the timing of fixed asset purchases along with a greater use of finance leases.

Cash
used in financing activities for the nine months ended September 30, 2008 was £59.6 million compared to £90.5 million for the nine
months ended
September 30, 2007. Cash used in financing activities for the nine months ended September 30, 2008 primarily represented principal repayments on long term debt and capital leases
totaling £533.2 million offset by new borrowings under the convertible senior notes, net of financing fees, of £493.4 million. Cash used in financing activities
for the nine months ended September 30, 2007 primarily represented principal payments on long term debt and capital leases of £961.6 million, partially offset by new
borrowings, net of financing fees, of £874.5 million.

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.

On
November 10, 2008, we further amended our senior credit facility to, among other things:

(i)  subject
to the repayment condition described below, defer the remaining principal payments due to consenting lenders under the existing Tranche A and Tranche A1
term loan facilities to June 2012, through the transfer of those lenders' participations to new Tranche A2 and Tranche A3 (corresponding to Tranche A and Tranche A1, respectively). While the
existing A tranches mature in March 2011, with amortization payments due in 2009, 2010 and 2011, the new A tranches will mature in June 2012 and will have no amortization payments prior to final
maturity. In total, lenders holding 70.3% of the existing A tranches (£1,459.7 million) transferred their participations into the new A tranches;

(ii)  subject
to the repayment condition described below, extend the maturity of the existing revolving facility in respect of consenting lenders from March 2011 to June
2012, through the transfer of those lenders' participations to a new revolving facility. In total, lenders holding 72.3% of the existing revolving facility transferred their participations into the
new revolving facility;

(iii)  suspend
the right of consenting lenders under the B tranches to receive a pro rata share of voluntary and mandatory prepayments until the outstanding amounts under all
A tranches and the existing Tranches B1 to B6 are repaid in full, through the transfer of those lenders' participations to new Tranches B7 to B12 (corresponding to Tranches B1 to B6, respectively)
which do not have the

59

---



right
to pro rata prepayments. In total, lenders holding 81.6% of the existing B tranches (£1,615.9 million) transferred their participations into the new B tranches;

(iv)  permit
additional high yield debt offerings that will be pari passu to the existing senior notes issued by Virgin Media Finance PLC, with 100% of the net
proceeds being applied to repay debt under the senior credit facility;

(v)  provide
flexibility to add tranches to the senior credit facility that will have a maturity no earlier than September 2012, with no scheduled amortization payments prior
to that date, to be used solely to repay debt under the senior credit facility;

(vi)  subject
to the repayment condition described below, reset certain financial covenant ratios;

(vii)  adjust
certain definitions to allow for one-off restructuring charges; and

(viii)  provide
an additional debt basket for tax-related financings to be used to repay debt under the senior credit facility.

Lenders
who did not individually consent to transfer their participations to the new A tranches, B tranches and revolving facility remained in the existing A tranches, B tranches and
revolving facility. The changes to the repayment schedule under the new A tranches and new revolving facility and the reset of the financial covenant ratios (amendments (i), (ii) and
(vi) above) will only become effective after we have repaid 20% (£415.8 million) of the current outstandings under the A tranches as of October 13, 2008. We have until
May 10, 2009, subject to a further three-month extension option (exercisable at a cost of up to £1.5 million) to satisfy this repayment condition. When we make those
repayments under the A tranches we must also make simultaneous payments (totaling approximately £71.2 million) to those B lenders who have not consented to suspend their pro rata
right to prepayments.

In
connection with the amendment, we will pay up to £70.0 million in fees, a portion of which is payable only upon satisfaction of the repayment condition.

The
principal payments on our senior credit facility at September 30, 2008, and after giving effect to the amendment (assuming the repayment condition has been satisfied by
repayment of 20% of the A tranches and existing B tranches) will be scheduled as follows (in millions):

Date

Pre
amendment
amount

After giving effect to
the amendmentsSeptember 30, 2009

£
4.1

£
March 31, 2010


526.3


32.7September 30, 2010


579.4


171.6March 3, 2011


966.0


288.4June 3, 2012





1,167.3September 3, 2012


1,981.2


1,910.0March 3, 2013


300.0


300.0


60

---





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 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, Tranche A1 and the existing revolving facility (and, prior to our satisfaction of the repayment condition, Tranche A2, Tranche A3 and
the new revolving facility) depends upon the net leverage ratio then in effect as set forth below:

Leverage Ratio

MarginLess 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
%


After
our satisfaction of the repayment condition, the applicable interest margin for Tranche A2, Tranche A3 and the new revolving facility will depend upon the net leverage ratio then
in effect as set forth below:

Leverage Ratio

MarginLess than 3.00:1


2.625
%Greater than or equal to 3.00:1 but less than 3.40:1


2.750
%Greater than or equal to 3.40:1 but less than 3.80:1


2.875
%Greater than or equal to 3.80:1 but less than 4.20:1


3.000
%Greater than or equal to 4.20:1


3.125
%


61

---



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

Facility

Pre amendment margin

After giving effect
to the amendmentsB1


2.125
%

2.125
%B2


2.125
%

2.125
%B3


2.000
%

2.000
%B4


2.000
%

2.000
%B5


2.125
%

2.125
%B6


2.125
%

2.125
%B7





3.625
%B8





3.625
%B9





3.500
%B10





3.500
%B11





3.625
%B12





3.625
%C


2.750
%

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.

On
April 13, 2004, Virgin Media Finance PLC issued U.S. dollar denominated 8.75% senior notes due 2014 with a principal amount outstanding of $425 million, sterling
denominated 9.75% senior notes due 2014 with a principal amount outstanding of £375 million, and euro denominated 8.75% senior notes due with a principal amount outstanding of
€225 million. Interest is payable on April 15 and October 15 of each year. The senior notes due 2014 mature on April 15, 2014 and are guaranteed by Virgin
Media, Virgin Media Group LLC, VMIH and certain of the intermediate holding companies in the group.

Convertible Senior 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 senior notes are unsecured senior obligations of Virgin Media Inc. and, consequently, are subordinated to our obligations
under the senior credit facility and rank equally with Virgin Media Inc.'s guarantees of our senior notes. The convertible senior 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 senior notes mature on November 15, 2016 and may not be
redeemed by us prior to their maturity date. Upon conversion, we may elect to settle in cash, shares of common stock or a combination of cash and shares of our common stock.

Holders
of convertible senior notes may tender their notes for conversion at any time on or after August 15, 2016 through to the second scheduled trading date preceding the
maturity date. Prior to August 15, 2016, holders may convert their notes, at their option, only under the following circumstances: (i) in any quarter, if the closing sale price of Virgin
Media Inc.'s common stock during at least 20 of the last 30 trading days of the prior quarter was more than 120% of the applicable

62

---



conversion
price per share of common stock on the last day of such prior quarter; (ii) if, for five consecutive trading days, the trading price per $1,000 principal amount of notes was less
than 98% of the product of the closing price of our common stock and the then applicable conversion rate; (iii) if a specified corporate event occurs, such as a merger, recapitalization,
reclassification, binding share exchange or conveyance of all, or substantially all, of Virgin Media Inc.'s assets; (iv) the declaration by Virgin Media Inc. of the distribution
of certain rights, warrants, assets or debt securities to all, or substantially all, holders of Virgin Media Inc.'s common stock; or (v) if Virgin Media Inc. undergoes a
fundamental change (as defined in the indenture governing the convertible senior notes), such as a change in control, merger, consolidation, dissolution or delisting.

The
initial conversion rate is equal to 52.0291 shares of Virgin Media Inc.'s common stock per $1,000 of convertible senior notes, which represents an initial conversion price of
approximately $19.22 per share of common stock. The conversion rate is subject to adjustment for stock splits, stock dividends or distributions, the issuance of certain rights or warrants, certain
cash dividends or distributions or stock repurchases where the price exceeds market values. In the event of specified fundamental changes relating to Virgin Media Inc., referred to as "make
whole" fundamental changes, the conversion rate will be increased as provided by a formula set forth in the indenture governing the convertible senior notes.

Holders
may also require us to repurchase the convertible senior notes for cash in the event of a fundamental change for a purchase price equal to 100% of the principal amount, plus
accrued but unpaid interest to the purchase date.

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:



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.

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

63

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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

OutlookMoody's Investors Service Inc.

Ba3

NegativeStandard & Poor's

B+

PositiveFitch

BB-

Stable


Cash Dividends

During the year ended December 31, 2007 and the nine months ended September 30, 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

£
3.3May 16, 2007


0.03


June 12, 2007


June 20, 2007


5.0August 15, 2007


0.04


September 12, 2007


September 20, 2007


6.5November 27, 2007


0.04


December 12, 2007


December 20, 2007


6.4Nine months September 30, 2008:February 6, 2008

$
0.04


March 12, 2008


March 20, 2008

£
6.6May 21, 2008


0.04


June 12, 2008


June 20, 2008


6.7September 2, 2008


0.04


September 12, 2008


September 22, 2008


7.1


Future
payments of regular quarterly dividends by us are at the discretion of our 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 part of our ongoing business we have not participated in transactions that generate relationships with unconsolidated entities or
financial partnerships, such as entities frequently referred to as special purpose entities, or SPEs, which would have been established for the purpose of facilitating off-balance sheet
arrangements or other contractually narrow or limited purposes. As of September 30, 2008, we were not involved with any material unconsolidated SPEs.

64

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Contractual Obligations and Commercial Commitments

The following table includes aggregate information about our contractual obligations as of September 30, 2008, and the periods
in which payments are due (in millions).

Payments Due by PeriodContractual Obligations

Total

Less than
1 year

1 - 3
years

3 - 5
years

More than
5 yearsLong Term Debt Obligations

£
6,023.6

£
5.0

£
2,074.4

£
2,281.8

£
1,662.4Capital Lease Obligations


265.4


47.8


96.2


36.2


85.2Operating Lease Obligations


338.6


55.0


85.6


76.0


122.0Purchase Obligations


714.4


380.0


201.0


77.6


55.8Interest Obligations


1,906.9


467.2


747.9


470.3


221.5Total

£
9,248.9

£
955.0

£
3,205.1

£
2,941.9

£
2,146.9Early Termination Charges




£
42.7

£
56.4

£
17.1

£



On
April 16, 2008, we issued convertible senior notes and used the net proceeds to make repayments on our senior credit facility as discussed under "Liquidity and Capital
Resources" above. On November 10, 2008, we amended the terms of our senior credit facility included within Long Term Debt Obligations in the table above as described earlier in "Liquidity and
Capital ResourcesLong Term Debt."

Early
termination charges are amounts that would be payable in the above periods in the event of early termination during that period of certain of the contracts underlying the purchase
obligations listed above.

There
have been no material changes in the nine months ended September 30, 2008 to our commercial commitments 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.

ITEM 3.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to various market risks, including changes in foreign currency exchange rates and interest rates. Market risk is the
potential loss arising from adverse changes in market rates and prices, like foreign currency exchange and interest rates. As some of our indebtedness accrues interest at variable rates, we have
exposure to volatility in future cash flows and earnings associated with variable interest rate payments.

Also,
substantially all of our revenues and operating costs are earned and paid in pounds sterling but we pay interest and principal obligations on some of our indebtedness in U.S.
dollars and euros. As of September 30, 2008, £1,422.6 million, or 23.0% of our indebtedness, was denominated in U.S. dollars and £518.3 million, or 8.4%,
of our indebtedness was denominated in euros. As a result, we have exposure to volatility in future cash flows and earnings associated with changes in
foreign exchange rates on payments of principal and interest on a portion of our indebtedness. We also purchase goods and services in U.S. dollars and euros.

To
mitigate the risk from these exposures, we have implemented a cash flow hedging program. The objective of this program is to reduce the volatility of our cash flows and earnings
caused by changes in underlying rates. To achieve this objective we have entered into a number of derivative instruments; however, not all of our exposures are hedged. The derivative instruments
utilized comprise interest rate swaps, cross-currency interest rate swaps and foreign currency forward contracts. We do not enter into derivative instruments for trading or speculative purposes. See
note 9 to Virgin Media's condensed consolidated financial statements.

The
fair market value of long term fixed interest rate debt and the amount of future interest payments on variable interest rate debt are subject to interest rate risk.

65

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The
following table provides information as of September 30, 2008 about our long term fixed and variable interest rate debt that are sensitive to changes in interest rates and
foreign currency exchange rates (in millions).

Year ended December 31,Fair Value September 30, 20082008

2009

2010

2011

2012

Thereafter

TotalLong term debt (including current portion)U.S. DollarsFixed rate
















$
425.0

$
425.0

$
369.2Average interest rate

















8.75
%Average forward exchange rate

















0.60Pounds SterlingFixed rate
















£
375.0

£
375.0

£
315.0Average interest rate

















9.75
%EurosFixed rate
















€
225.0

€
225.0

€
187.9Average interest rate

















8.75
%Average forward exchange rate

















0.80U.S. DollarsFixed rate
















$
550.0

$
550.0

$
477.8Average interest rate

















9.125
%Average forward exchange rate

















0.60U.S. DollarsFixed rate
















$
1,000.0

$
1,000.0

$
616.7Average interest rate

















6.5
%Average forward exchange rate

















0.60Pounds SterlingVariable Rate

£


£
4.1

£
1,105.7

£
966.0

£
1,981.2

£
300.0

£
4,357.0

£
4,357.0Average interest rate


LIBOR
plus
1.25 - 2.25
%

LIBOR
plus
1.25 - 2.25
%

LIBOR
plus
1.25 - 2.25
%

LIBOR
plus
1.25 - 2.25
%

LIBOR
plus
2.13
%

LIBOR
plus
2.75
%Currency swap agreements related to long term debtReceipt of U.S. Dollars (interest and principal)Notional amount




$
425.0







$
553.0

$
550.0

$
1,528.0

£
26.3Average contract exchange rate


0.6








0.54


0.55Average sterling interest rate paid


9.42
%







LIBOR
plus
2.12
%

8.54
%Receipt of U.S. Dollars (interest only)Notional amount
















$
1,000.0

$
1,000.0

£
16.9Average contract exchange rate














0.51Average sterling interest rate paid














6.93
%Receipt of Euros (interest and principal)Notional amount




€
225.0







€
427.9




€
652.9

£
65.2Average contract exchange rate


0.69








0.69Average sterling interest rate paid


10.26
%







LIBOR plus
2.16
%Interest rate derivative financial instruments related to long term debtSterling Interest Rate SwapsNotional amount




£
3,175.0













£
3,175.0

£
16.1Average sterling interest rate paid


5.25
%Sterling interest rate received


LIBOR


66

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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 us in the reports we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC
rules and forms. These disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports that we
file or submit is accumulated and communicated to our 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 July 4, 2006, we completed the acquisition of Virgin Mobile and, as a consequence of the integration of this acquisition, we have made material changes
this quarter 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 third fiscal quarter that have materially affected, or are reasonably likely to materially affect, our
internal control over financial reporting.

67

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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 to the risk factors 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, and our Quarterly Report on Form 10-Q for the
quarter ended March 31, 2008, as filed with the SEC on May 8, 2008, except for the following risk factor:

We may be unable to implement our restructuring plan successfully and realize the anticipated benefits, and this could negatively affect our financial
performance.

During
the fourth quarter, we intend to commence the implementation of a restructuring plan aimed at driving further improvements in our operational performance and eliminating
inefficiencies in order to create a fully integrated, customer focused organization that is capable of competing effectively for the long term. The restructuring process could cause an interruption
of, or loss of, momentum in the activities of one or more of our businesses and the loss of key personnel. The diversion of management's attention and any delays or difficulties incurred in connection
with the restructuring activity could result in the disruption of our ongoing businesses or inconsistencies in our standards, controls, product offerings, level of customer service, procedures and
policies that could negatively affect our ability to maintain relationships with customers, suppliers, employees and others with whom we have business dealings. The implementation of the plan will
involve the incurrence of substantial operating and capital expenditures to achieve long term savings, including purchases of fixed assets, lease and contract exit costs, employee termination costs
and other restructuring and restructuring-related expenses. Additional unanticipated costs may also be incurred. Although we expect that the elimination of costs, as well as the realization of
efficiencies and other benefits related to the implementation of the plan, will offset the restructuring-related costs over time, this net benefit may not be achieved in the near term, or at all.

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

None.

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 September 30, 2008.

ITEM 5.    OTHER INFORMATION

None.

68

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ITEM 6.    EXHIBITS

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).10.1

Second Amended and Restated Employment Agreement, dated as of August 4, 2008, between, Virgin Media Inc. and Bryan H. Hall (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 August 6, 2008).10.2*

Virgin Media Inc. Deferred Compensation Plan for Directors dated September 9, 2008.10.3

Amended and Restated Senior Facilities Agreement, dated November 10, 2008 (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 November 10, 2008).31.1*

Certification of Chief Executive Officer, pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended.31.2*

Certification of Senior Vice PresidentFinance, pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended.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.


---

69

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SIGNATURES

Pursuant to the requirements 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: November 10, 2008

By:

/s/ NEIL BERKETT Neil Berkett Chief Executive OfficerDate: November 10, 2008

By:

/s/ CHARLES K. GALLAGHER Charles K. Gallagher Senior Vice PresidentFinanceVIRGIN MEDIA INVESTMENT HOLDINGS LIMITEDDate: November 10, 2008

By:

/s/ NEIL BERKETT Neil Berkett Chief Executive OfficerDate: November 10, 2008

By:

/s/ CHARLES K. GALLAGHER Charles K. Gallagher Senior Vice PresidentFinance


70

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