Use these links to rapidly review the documentVIRGIN MEDIA INC. FORM 10-Q QUARTER ENDED SEPTEMBER 30, 2007 INDEX



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 1934 
|------------------------------------------------- | ----------------------------------------------------------------------------------------
|For the quarterly period ended September 30, 2007
|OR                                               
|o                                                 | 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, or a non-accelerated filer. See definition of
"accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check one):

Large
accelerated filer ý                Accelerated filer o                Non-accelerated
filer 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

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate
by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to
the distribution of securities under a plan confirmed by a
court.    Yes ý No o

As of November 6, 2007, there were 327,393,660 shares of the registrant's common stock, par value $0.01 per share, issued and outstanding, excluding shares of the
registrant's common stock issuable upon the exercise of the Series A Warrants and options and shares of restricted stock in escrow.

The
Additional Registrant meets the conditions set forth in General Information H(1)(a) and (b) of Form 10-Q and is filing this report with the reduced
disclosure format. See "Note Concerning VMIH" in this Form 10-Q.



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VIRGIN MEDIA INC.    FORM 10-Q    QUARTER ENDED SEPTEMBER 30, 2007    INDEX



|                                                                                             
|---------------------------------------------------------------------------------------------
|PART I. FINANCIAL INFORMATION                                                                
|Item 1. Financial Statements                                                                 
|Virgin Media Inc.                                                                            
|                                                                                             
|                                                                                             
|                                                                                             
|                                                                                             
|Virgin Media Investment Holdings Limited                                                     
|                                                                                             
|                                                                                             
|                                                                                             
|                                                                                             
|Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
|Item 3. Quantitative and Qualitative Disclosures about Market Risk                           
|Item 4. Controls and Procedures                                                              
|PART II. OTHER INFORMATION                                                                   
|Item 1. Legal Proceedings                                                                    
|Item 1A. Risk Factors                                                                        
|Item 2. Unregistered Sales of Equity Securities and Use of Proceeds                          
|Item 3. Defaults Upon Senior Securities                                                      
|Item 4. Submission of Matters to a Vote of Security Holders                                  
|Item 5. Other Information                                                                    
|Item 6. Exhibits                                                                             
|SIGNATURES                                                                                   

2

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"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:



These
and other factors are discussed in more detail under Item 1A. "Risk Factors" and elsewhere in our Form 10-K filed with the SEC on March 1, 2007. 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 Corporate Name Changes

We entered into a license agreement with Virgin Enterprises Limited under which we are licensed to use certain Virgin trademarks within the United Kingdom and the
Republic of Ireland. As a result, in February 2007, we rebranded our consumer business and a large part of our content business to

3

---



"Virgin
Media". We also changed the name of our corporate parent from NTL Incorporated to Virgin Media Inc. and the corporate names of certain of our subsidiaries, including:



For
the purposes of this quarterly report on Form 10-Q, the new names will be used where applicable. In this quarterly report, unless we have indicated otherwise, or
the context otherwise requires, references to:



Note Concerning VMIH

This quarterly report on Form 10-Q (excepting financial statements responsive to Part I, Item 1) covers both Virgin
Media Inc. and Virgin Media Investment Holdings Limited ("VMIH"), an English company with an address at 160 Great Portland Street, London, W1W 5QA, United Kingdom, that is a wholly-owned
subsidiary of Virgin Media Finance PLC and a wholly-owned indirect subsidiary of Virgin Media Inc. 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 these notes is not deemed to be unconditional.

VMIH
carries on the same business as Virgin Media Inc., and is the principal borrower under Virgin Media Inc.'s senior credit facility. In this quarterly report, unless the
context otherwise requires, the terms "Virgin Media," "the "Company," "we," "us," "our" and similar terms refer to the consolidated business of Virgin Media Inc., including VMIH and its
subsidiaries. Unless otherwise indicated, the discussion contained in this report applies to VMIH as well as Virgin Media Inc.

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

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PART IFINANCIAL INFORMATION

ITEM 1.    FINANCIAL STATEMENTS

VIRGIN MEDIA INC.    CONDENSED CONSOLIDATED BALANCE SHEETS    (in millions)

|                                                                               |                                                                                                                                                                             | September 30,
2007         |          | December 31,
2006 |        
|------------------------------------------------------------------------------ | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------- | -------- | ----------------- | -------
|
|Assets                                                                         |                                                                                                                                                                             |                            |          |                   |        
|Current assets                                                                 |                                                                                                                                                                             |                            |          |                   |        
|                                                                               | Cash and cash equivalents                                                                                                                                                   |                            | £        | 364.0             |        
|                                                                               | Restricted cash                                                                                                                                                             |                            |          | 5.9               |        
|                                                                               | Accounts receivabletrade, less allowances for doubtful accounts of £21.9 (2007) and £51.8 (2006)                                                                           |                            |          | 452.0             |        
|                                                                               | Inventory                                                                                                                                                                   |                            |          | 95.9              |        
|                                                                               | Prepaid expenses and other current assets                                                                                                                                   |                            |          | 120.3             |        
|                                                                               |                                                                                                                                                                             |                            |          |                   |        
|                                                                               |                                                                                                                                                                             | Total current assets       |          |                   | 1,038.1
|Fixed assets, net                                                              |                                                                                                                                                                             |                            | 5,780.3  |                   |        
|Goodwill and other indefinite-lived intangible assets                          |                                                                                                                                                                             |                            | 2,508.2  |                   |        
|Intangible assets, net                                                         |                                                                                                                                                                             |                            | 892.4    |                   |        
|Equity investments                                                             |                                                                                                                                                                             |                            | 372.2    |                   |        
|Other assets, net of accumulated amortization of £39.2 (2007) and £21.8 (2006) |                                                                                                                                                                             |                            | 175.7    |                   |        
|                                                                               |                                                                                                                                                                             |                            |          |                   |        
|Total assets                                                                   |                                                                                                                                                                             | £                          | 10,766.9 |                   | £      
|                                                                               |                                                                                                                                                                             |                            |          |                   |        
|Liabilities and shareholders' equity                                           |                                                                                                                                                                             |                            |          |                   |        
|Current liabilities                                                            |                                                                                                                                                                             |                            |          |                   |        
|                                                                               | Accounts payable                                                                                                                                                            |                            | £        | 368.3             |        
|                                                                               | Accrued expenses and other current liabilities                                                                                                                              |                            |          | 403.0             |        
|                                                                               | VAT and employee taxes payable                                                                                                                                              |                            |          | 79.8              |        
|                                                                               | Restructuring liabilities                                                                                                                                                   |                            |          | 93.6              |        
|                                                                               | Interest payable                                                                                                                                                            |                            |          | 148.8             |        
|                                                                               | Deferred revenue                                                                                                                                                            |                            |          | 261.5             |        
|                                                                               | Current portion of long term debt                                                                                                                                           |                            |          | 28.7              |        
|                                                                               |                                                                                                                                                                             |                            |          |                   |        
|                                                                               |                                                                                                                                                                             | Total current liabilities  |          |                   | 1,383.7
|Long term debt, net of current portion                                         |                                                                                                                                                                             |                            | 6,071.1  |                   |        
|Deferred revenue and other long term liabilities                               |                                                                                                                                                                             |                            | 270.3    |                   |        
|Deferred income taxes                                                          |                                                                                                                                                                             |                            | 82.1     |                   |        
|                                                                               |                                                                                                                                                                             |                            |          |                   |        
|                                                                               |                                                                                                                                                                             | Total liabilities          |          |                   | 7,807.2
|                                                                               |                                                                                                                                                                             |                            |          |                   |        
|Commitments and contingent liabilities                                         |                                                                                                                                                                             |                            |          |                   |        
|Shareholders' equity                                                           |                                                                                                                                                                             |                            |          |                   |        
|                                                                               | Common stock$.01 par value; authorized 1,000.0 (2007) and 1,000.0 (2006) shares; issued 328.4 (2007) and 326.4 (2006) and outstanding 327.0 (2007) and 323.9 (2006) shares |                            |          | 1.8               |        
|                                                                               | Additional paid-in capital                                                                                                                                                  |                            |          | 4,328.9           |        
|                                                                               | Accumulated other comprehensive income                                                                                                                                      |                            |          | 135.2             |        
|                                                                               | Accumulated deficit                                                                                                                                                         |                            |          | (1,506.2          | )      
|                                                                               |                                                                                                                                                                             |                            |          |                   |        
|                                                                               |                                                                                                                                                                             | Total shareholders' equity |          |                   | 2,959.7
|                                                                               |                                                                                                                                                                             |                            |          |                   |        
|Total liabilities and shareholders' equity                                     |                                                                                                                                                                             | £                          | 10,766.9 |                   | £      
|                                                                               |                                                                                                                                                                             |                            |          |                   |        

---

Note:    The
balance sheet at December 31, 2006 has been derived from the audited financial statements at that date.

See accompanying notes.

5

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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, |  
|------------------------------------------------------------------------------------------------------------------------------ | ------------------------------------------------------------------ | -------------------------------- | ------- | ------------------------------- | -
|
|Revenue                                                                                                                        |                                                                    | £                                | 1,006.2 |                                 | £
|Costs and expenses                                                                                                             |                                                                    |                                  |         |                                 |  
|                                                                                                                               | Operating costs (exclusive of depreciation shown separately below) |                                  |         | (454.0                          | )
|                                                                                                                               | Selling, general and administrative expenses                       |                                  |         | (210.7                          | )
|                                                                                                                               | Other income (charges)                                             |                                  |         | 8.9                             |  
|                                                                                                                               | Depreciation                                                       |                                  |         | (225.7                          | )
|                                                                                                                               | Amortization                                                       |                                  |         | (78.0                           | )
|                                                                                                                               |                                                                    |                                  |         |                                 |  
|                                                                                                                               |                                                                    |                                  | (959.5  | )                               |  
|                                                                                                                               |                                                                    |                                  |         |                                 |  
|Operating income (loss)                                                                                                        |                                                                    |                                  | 46.7    |                                 |  
|Other income (expense)                                                                                                         |                                                                    |                                  |         |                                 |  
|                                                                                                                               | Interest income and other, net                                     |                                  |         | 10.8                            |  
|                                                                                                                               | Interest expense                                                   |                                  |         | (127.9                          | )
|                                                                                                                               | Share of income from equity investments                            |                                  |         | 6.0                             |  
|                                                                                                                               | Foreign currency transaction gains (losses)                        |                                  |         | 2.2                             |  
|                                                                                                                               | Loss on extinguishment of debt                                     |                                  |         |                                |  
|                                                                                                                               | Gains (losses) on derivative instruments                           |                                  |         | 0.8                             |  
|                                                                                                                               |                                                                    |                                  |         |                                 |  
|Loss from continuing operations before income taxes, minority interest and cumulative effect of change in accounting principle |                                                                    |                                  | (61.4   | )                               |  
|Income tax benefit (expense)                                                                                                   |                                                                    |                                  | 0.4     |                                 |  
|Minority interest                                                                                                              |                                                                    |                                  |        |                                 |  
|Cumulative effect of change in accounting principle                                                                            |                                                                    |                                  |        |                                 |  
|                                                                                                                               |                                                                    |                                  |         |                                 |  
|Loss from continuing operations                                                                                                |                                                                    |                                  | (61.0   | )                               |  
|                                                                                                                               |                                                                    |                                  |         |                                 |  
|Discontinued operations                                                                                                        |                                                                    |                                  |         |                                 |  
|Gain on disposal of assets                                                                                                     |                                                                    |                                  |        |                                 |  
|                                                                                                                               |                                                                    |                                  |         |                                 |  
|Income from discontinued operations                                                                                            |                                                                    |                                  |        |                                 |  
|                                                                                                                               |                                                                    |                                  |         |                                 |  
|Net loss                                                                                                                       |                                                                    | £                                | (61.0   | )                               | £
|                                                                                                                               |                                                                    |                                  |         |                                 |  
|Basic and diluted loss from continuing operations per share                                                                    |                                                                    | £                                | (0.19   | )                               | £
|                                                                                                                               |                                                                    |                                  |         |                                 |  
|Basic and diluted income from discontinued operations per share                                                                |                                                                    | £                                |        |                                 | £
|                                                                                                                               |                                                                    |                                  |         |                                 |  
|Basic and diluted net loss per share                                                                                           |                                                                    | £                                | (0.19   | )                               | £
|                                                                                                                               |                                                                    |                                  |         |                                 |  
|Dividends per share(in U.S. dollars)                                                                                           |                                                                    | $                                | 0.04    |                                 | $
|                                                                                                                               |                                                                    |                                  |         |                                 |  
|Average number of shares outstanding                                                                                           |                                                                    |                                  | 326.4   |                                 |  
|                                                                                                                               |                                                                    |                                  |         |                                 |  

See
accompanying notes.

6

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VIRGIN MEDIA INC.    CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS    (unaudited) (in millions)

|                                                                          |                                                         | Nine months ended
September 30,                     |      
|------------------------------------------------------------------------- | ------------------------------------------------------- | --------------------------------------------------- | -----
|
|Net cash provided by operating activities                                 |                                                         | £                                                   | 448.1
|Investing activities                                                      |                                                         |                                                     |      
|                                                                          | Purchase of fixed and intangible assets                 |                                                     |      
|                                                                          | Income from equity investments                          |                                                     |      
|                                                                          | Acquisitions, net of cash acquired                      |                                                     |      
|                                                                          | Other                                                   |                                                     |      
|                                                                          |                                                         |                                                     |      
|                                                                          |                                                         | Net cash used in investing activities               |      
|                                                                          |                                                         |                                                     |      
|Financing activities                                                      |                                                         |                                                     |      
|                                                                          | New borrowings, net of financing fees                   |                                                     |      
|                                                                          | Principal payments on long term debt and capital leases |                                                     |      
|                                                                          | Proceeds from employee stock option exercises           |                                                     |      
|                                                                          | Dividends paid                                          |                                                     |      
|                                                                          |                                                         |                                                     |      
|                                                                          |                                                         | Net cash (used in) provided by financing activities |      
|                                                                          |                                                         |                                                     |      
|Effect of exchange rate changes on cash and cash equivalents              |                                                         |                                                     | (2.8 
|Decrease in cash and cash equivalents                                     |                                                         |                                                     | (54.5
|Cash and cash equivalents, beginning of period                            |                                                         |                                                     | 418.5
|                                                                          |                                                         |                                                     |      
|Cash and cash equivalents, end of period                                  |                                                         | £                                                   | 364.0
|                                                                          |                                                         |                                                     |      
|Supplemental disclosure of cash flow information                          |                                                         |                                                     |      
|Cash paid during the period for interest exclusive of amounts capitalized |                                                         | £                                                   | 380.8

See
accompanying notes.

7

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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 normal recurring adjustments considered necessary for a fair presentation have been included.
Operating results for the three and nine months ended September 30, 2007 are not necessarily indicative of the results that may be expected for the year ending December 31, 2007. For
further information, refer to the consolidated financial statements and notes thereto included in the Annual Report on Form 10-K for Virgin Media Inc. for the year ended
December 31, 2006.

On
March 3, 2006, Virgin Media Holdings Inc., or Virgin Media Holdings (then known as NTL Incorporated), merged with a subsidiary of Virgin Media Inc., or Virgin
Media (then known as Telewest Global, Inc., or Telewest). The merger has been accounted for as a reverse acquisition in which Virgin Media Holdings is treated as the accounting acquirer,
primarily because Virgin Media Holdings' shareholders owned 75% of the common stock upon completion of the merger. Following the merger, Telewest changed its name to NTL Incorporated, and subsequently
to Virgin Media Inc. As a result, the historical financial statements of Virgin Media Holdings became the historical financial statements of Virgin Media Inc. as of the completion of the
merger. Therefore, the results of operations and cash flows for Telewest, the acquired company for accounting purposes, are included in the consolidated financial statements from March 3, 2006,
the date on which the merger was completed. The results of operations and cashflows for Virgin Mobile (as defined below) are included in the consolidated financial statements from July 4, 2006,
the date of its acquisition.

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

Note 2Acquisitions and Disposals

Acquisition of Virgin Mobile

On July 4, 2006, we acquired 100% of the outstanding shares and options of Virgin Mobile Holdings (UK) plc, or Virgin Mobile, through a U.K. Scheme of
Arrangement. Virgin Mobile is the largest mobile virtual network operator in the U.K., with approximately 4.4 million customers.

The
total purchase price of £953.2 million included cash of £419.2 million, common stock valued at £518.8 million and estimated
direct transaction costs of £15.2 million. We financed the cash portion of the offer and transactional expenses through £475 million of additional borrowings
under our senior credit facility and cash on hand.

Reverse Acquisition of Telewest

On March 3, 2006, Virgin Media Holdings Inc. (then known as NTL Incorporated) merged with a subsidiary of Virgin Media Inc. (then known as
Telewest Global, Inc.) and the merger has been accounted for as a reverse acquisition of Telewest using the purchase method. This merger created the U.K.'s largest provider of residential
broadband and the U.K.'s leading provider of "triple-play" services. In connection with this transaction, Telewest changed its name to NTL Incorporated, and has since changed its name to
Virgin Media Inc.

8

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The
total purchase price of £3.5 billion included cash of £2.3 billion, common stock valued at £1.1 billion, stock options with a
fair value of £29.8 million and estimated direct transaction costs of £25.1 million. During
the nine months ended September 30, 2007, we reduced goodwill by £6.8 million for amendments to deferred tax liabilities that were recognized at the acquisition date and by
£1.4 million as a result of the disposal of our international content rights syndication operations.

Pro Forma Results

The following pro forma financial information for the three and nine months ended September 30, 2006 presents the combined results of operations of Virgin
Media Holdings, the former Telewest and Virgin Mobile businesses as if the acquisitions had occurred as of the beginning of the periods presented (in millions, except per share data). The unaudited
pro forma financial information is not intended to represent or be indicative of the consolidated results of operations or financial condition of Virgin Media that would have been reported had the
acquisitions been completed as of the date presented, and should not be taken as representative of the future consolidated results of operations or financial condition of Virgin Media.

|                                                                                                                               |  | Three months ended
September 30, |          | Nine months ended
September 30, |  
|------------------------------------------------------------------------------------------------------------------------------ |  | -------------------------------- | -------- | ------------------------------- | -
|
|Revenue                                                                                                                        |  |                                  | £1,006.2 |                                 |  
|                                                                                                                               |  |                                  |          |                                 |  
|Operating income (loss)                                                                                                        |  |                                  | 46.7     |                                 |  
|                                                                                                                               |  |                                  |          |                                 |  
|Loss from continuing operations before income taxes, minority interest and cumulative effect of change in accounting principle |  |                                  | (61.4    | )                               |  
|                                                                                                                               |  |                                  |          |                                 |  
|Loss from continuing operations                                                                                                |  |                                  | (61.0    | )                               |  
|                                                                                                                               |  |                                  |          |                                 |  
|Discontinued operations:                                                                                                       |  |                                  |          |                                 |  
|Income from discontinued operations                                                                                            |  |                                  |         |                                 |  
|                                                                                                                               |  |                                  |          |                                 |  
|Net loss                                                                                                                       |  | £                                | (61.0    | )                               | £
|                                                                                                                               |  |                                  |          |                                 |  
|Loss from continuing operations per share                                                                                      |  | £                                | (0.19    | )                               | £
|                                                                                                                               |  |                                  |          |                                 |  
|Net loss per share                                                                                                             |  | £                                | (0.19    | )                               | £
|                                                                                                                               |  |                                  |          |                                 |  

The
pro forma financial information above includes the following material, non-recurring charges in the nine months ended September 30, 2006: write-offs of
historical deferred finance charges of £32.9 million; acquisition-related charges of £16.3 million; and other charges including restructuring charges of
£51.9 million.

Disposal of Ireland operations

On May 9, 2005, we sold our operations in the Republic of Ireland, comprising all of the ordinary shares of ntl Communications (Ireland) Limited and ntl
Irish Networks Limited and certain additional assets, to MS Irish Cable Holdings B.V., an affiliate of Morgan Stanley & Co. International Limited, for an aggregate purchase price of
€333.4 million, or £225.5 million. During the three months ended

9

---



September 30,
2006, we were able to release certain contingent tax liabilities of £8.1 million relating to the disposal of our former Ireland operations.

Note 3Long Term Debt

Long term debt consists of (in millions):

September 30,
2007

December 31,
20068.75% U.S. Dollar senior notes due 2014

£
208.4

£
217.09.75% Sterling senior notes due 2014


375.0


375.08.75% Euro senior notes due 2014


156.9


151.69.125% U.S. Dollar senior notes due 2016


269.8


280.8Senior credit facility


4,976.8


5,024.6Capital leases


107.9


104.4Other


5.0


5.76,099.8


6,159.1Less: current portion


(28.7
)

(141.9
)£
6,071.1

£
6,017.2


The
effective interest rate on the senior credit facility was 7.6% and 7.1% as at September 30, 2007 and December 31, 2006, respectively.

In
April 2007, we borrowed £890 million under our senior credit facility which is repayable in 2012, and used £863 million of the net
proceeds to repay some of our obligations under our senior credit facility that were originally scheduled to be paid from 2007 to 2011. In April 2007, we also amended our senior credit facility
agreement to allow for this £890 million of additional indebtedness, the relaxation of certain financial covenants and additional flexibility to pay increased levels of dividends on
our common stock.

In
May 2007, we made a mandatory prepayment of £73.6 million on our senior credit facility as a result of cash flow generated in 2006 that was in excess of
levels prescribed in the senior credit facility agreement.

Note 4Employee Benefit Plans

The components of net periodic pension cost in the three and nine months ended September 30, 2007 and 2006 were as follows (in millions):

Three months ended
September 30,

Nine months ended
September 30,2007

2006

2007

2006Service costs

£
0.6

£
0.7

£
1.8

£
2.1Interest costs


4.2


3.9


12.6


11.7Expected return on plan assets


(4.8
)

(4.2
)

(14.4
)

(12.6
)Settlements and curtailments





0.3





0.9Net periodic benefit costs

£


£
0.7

£


£
2.1


10

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Employer Contributions

In April 2007, we agreed with the trustees of one of our pension plans to a new funding arrangement whereby we will be paying an additional
£3.3 million per annum for the next three years. Additionally, in June 2007, we effected a merger of our three other defined benefit plans. The merger of these plans was
subject to the approval of the trustees and, as a condition of trustee approval, we
agreed to make a specific one-time contribution of £4.5 million. For the three and nine months ended September 30, 2007, we contributed
£6.0 million and £13.3 million, respectively, to our pension plans. Reflecting the changes referenced above and current regular contributions, we anticipate
contributing a total of £17.3 million to fund our pension plans in 2007.

Note 5Other Income (Charges) Including Restructuring Charges

Other income for the three months ended September 30, 2007 of £8.9 million related primarily to a revision in our lease exit costs
resulting from new sublease agreements offset by employee termination costs. Other charges for the three months ended September 30, 2006 were £30.9 million relating primarily
to lease exit and employee termination costs. Other charges of £5.8 million and £51.4 million for the nine months ended September 30, 2007 and 2006,
respectively, relate mainly to lease exit and employee termination costs as a result of our acquisition-related restructuring programs.

The
following tables summarize our historical restructuring provisions and the restructuring provision resulting from the acquisitions during 2006 (in millions):

Historical Restructuring Provisions

Involuntary
Employee
Termination
and Related
Costs

Lease
Exit
Costs

TotalBalance, December 31, 2006

£


£
43.4

£
43.4Charged to expense





(5.4
)

(5.4
)Utilized





(7.0
)

(7.0
)Balance September 30, 2007

£


£
31.0

£
31.0


Acquisition Restructuring Provisions

Involuntary
Employee
Termination
and Related
Costs

Lease
Exit
Costs

TotalBalance, December 31, 2006

£
18.7

£
64.7

£
83.4Charged to expense


13.5


(2.3
)

11.2Utilized


(26.7
)

(5.3
)

(32.0
)Balance, September 30, 2007

£
5.5

£
57.1

£
62.6


11

---



Note 6Stockholders' Equity and Share Based Compensation

We commenced the payment of regular quarterly dividends in June 2006. During the nine months ended September 30, 2007 and the year ended
December 31, 2006, the Company paid the following dividends:

|Board Declaration Date                |  | Per Share
Dividend |      | Record Date |                    | Payment Date |                    | Total
Amount
|------------------------------------- |  | ------------------ | ---- | ----------- | ------------------ | ------------ | ------------------ | ------------
|
|Year ended December 31, 2006:         |  |                    |      |             |                    |              |                    |             
|May 18, 2006                          |  | $                  | 0.01 |             | June 12, 2006      |              | June 20, 2006      |             
|August 28, 2006                       |  |                    | 0.02 |             | September 12, 2006 |              | September 20, 2006 |             
|November 28, 2006                     |  |                    | 0.02 |             | December 12, 2006  |              | December 20, 2006  |             
|Nine months ended September 30, 2007: |  |                    |      |             |                    |              |                    |             
|February 27, 2007                     |  | $                  | 0.02 |             | March 12, 2007     |              | March 20, 2007     |             
|May 16, 2007                          |  |                    | 0.03 |             | June 12, 2007      |              | June 20, 2007      |             
|August 15, 2007                       |  |                    | 0.04 |             | September 12, 2007 |              | September 20, 2007 |             

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.

Basic
and diluted net loss per share is computed by dividing the net loss for the three and nine months ended September 30, 2007 and 2006 by the weighted average number of shares
outstanding during the respective periods. Outstanding warrants, options to purchase shares and restricted stock totaling 38.5 million and 39.8 million shares at September 30,
2007 and 2006, respectively, are excluded from the calculation of diluted loss per share, since the inclusion of such warrants, options and shares of restricted stock is anti-dilutive. The
impact of the cumulative effect of change in accounting principle did not change the earnings per share for all periods presented.

The
average number of shares outstanding for the three and nine months ended September 30, 2007 and 2006 is computed as follows (in millions):

Three months ended
September 30,

Nine months ended
September 30,2007

2006

2007

2006Number of shares outstanding at start of period

325.7

288.3

323.9

212.9Issues of common stock

0.7

33.7

1.5

69.6Average shares outstanding

326.4

322.0

325.4

282.5


12

---



The
following table summarizes the activity of our option plans for the nine months ended September 30, 2007.

Options to
purchase
common stock

Weighted
average
exercise priceOutstanding at the beginning of the period

13,055,630

$
19.31Granted

3,137,782


24.97Exercised

(2,683,745
)

10.70Forfeited, expired or cancelled

(2,194,220
)

25.26Outstanding at the end of the period

11,315,447

$
21.89Exercisable at the end of the period

4,293,439

$
17.47


Total
share based compensation expense included in selling, general and administrative expenses in the statement of operations was £(0.2) million and
£7.3 million for the three months ended September 30, 2007 and 2006, respectively, and £14.1 million and £27.3 million for the nine
months ended September 30, 2007 and 2006, respectively.

The
following table summarizes the activity of our restricted stock plans for the nine months ended September 30, 2007.

Shares of
Common stockOutstanding at the beginning of the period

2,435,396Granted

128,150Awards vested and shares issued

(628,554
)Forfeited, expired or cancelled

(532,083
)Outstanding at the end of the period

1,402,909


Note 7Comprehensive Loss

Comprehensive loss comprises (in millions):

Three months ended
September 30,

Nine months
ended
September 30,2007

2006

2007

2006Net loss for period

£(61.0
)
£(96.1
)
£(300.3
)
£(411.8
)Currency translation adjustments

(0.4
)
10.9

(0.8
)
93.3Net unrealized (losses) gains on derivatives

(28.5
)
(5.0
)
20.0

(12.2
)Comprehensive loss

£(89.9
)
£(90.2
)
£(281.1
)
£(330.7
)


13

---



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

September 30,
2007

December 31,
2006Foreign currency translation

£130.8

£131.6Pension liability adjustments

(20.0
)
(20.0
)Net unrealized gains on derivatives

24.4

4.4£135.2

£116.0


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, 2007, there was an income tax benefit of £0.4 million and an income tax expense of
£10.3 million, respectively, as compared with income tax benefits of £0.9 million and £10.8 million, respectively, for the same periods in
2006. The income tax benefit for the three months ended September 30, 2007 was comprised of current federal taxes of £nil, a U.S. state and local tax benefit of £nil, a
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. In the
three and nine months ended September 30, 2007, we recognized an income tax expense of £0.6 million and an income tax benefit of £6.8 million,
respectively, that resulted in deferred tax expense with an offsetting reduction in our reorganization value. The U.K. tax benefit relates to amounts receivable in respect of the sale of U.K. tax
losses to an equity-method investee.

In
June 2006, the FASB issued FASB Interpretation ("FIN") No. 48,Accounting for Uncertainty in Income Taxesan interpretation of FASB
Statement 109. FIN 48 prescribes a comprehensive model for recognizing, measuring, presenting and disclosing in the financial statements tax positions taken or expected to be
taken on a tax return, including a decision whether to file or not to file in a particular jurisdiction. We adopted FIN 48 on January 1, 2007. The adoption did not have a material effect on our
consolidated financial statements. Upon the adoption of FIN 48, we had £70.9 million of

14

---



unrecognized
tax benefits. If subsequently recognized, £66.5 million would not impact the effective tax rate due to an offsetting valuation allowance. Of the remainder,
£1.1 million would decrease income tax expense and £3.3 million would reduce goodwill. In addition, we had accrued £0.6 million for interest.
We recognize interest and penalties related to unrecognized tax benefits in income tax expense in the statement of operations.

During
the nine months ended September 30, 2007, we recognized £54.1 million of previously unrecognized tax benefits due to a change in facts and circumstances.
This had no impact on the effective tax rate due to an offsetting valuation allowance. We also recognized £0.2 million of previously unrecognized tax benefits as a result of the
expiry of the applicable statute of limitations, together with £0.3 million of accrued interest thereon. At September 30, 2007, we had £16.0 million of
unrecognized tax benefits and £0.4 million of accrued interest thereon. The amount of unrecognized tax benefits and accrued interest that, if recognized, would impact the effective
tax rate is £0.8 million and £0.1 million, respectively. We do not expect that the amount of unrecognized tax benefits will significantly increase or decrease in
the next twelve months.

The
statute of limitations is open for the years 2004 to 2006 in the U.S. and 2003 to 2006 in the U.K., our principal tax jurisdictions.

The
U.K. enacted changes in tax legislation in July 2007 that will impact our future U.K. tax position. These changes include a reduction in the rate of taxation from 30% to 28%,
and a reduction in the rate at which capital allowances can be claimed in a year from 25% to 20%, with both changes coming into effect on April 1, 2008. Under FAS 109 the effect of such
changes on deferred tax balances are required to be recognized in the period in which the new legislation is enacted. Our deferred tax assets
are fully covered by a valuation allowance, such that there is no impact to be recorded in the three and nine months ended September 30, 2007. There may be an effect in a future period, to the
extent a deferred tax benefit is recognized.

Note 9Recent Accounting Pronouncements

In September 2006, the FASB issued SFAS No. 157,Fair Value Measurements.SFAS 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. SFAS 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. SFAS 157 is effective for financial statements issued for fiscal years beginning
after November 15, 2007 and is required to be adopted by us in the first quarter of 2008. We are currently evaluating the effect that the adoption of SFAS 157 will have on our
consolidated results of operations and financial condition and are not yet in a position to determine such effects.

Note 10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, broadband and fixed line telephone services to consumers, businesses and public sector organizations sold 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 ("Virgin Media TV", formerly known as Flextech Limited) and
sit-up Limited ("sit-up"), which supply

15

---



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 one 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
SFAS 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. The business segments disclosed in the condensed
consolidated financial statements are based on this organizational structure and information reviewed by our management to evaluate the business segment results.

Segment
information for the three and nine month periods ended September 30, 2007 and 2006 is as follows (in millions):

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


16

---





Three months ended September 30, 2006Cable

Content

Mobile

Elims.

TotalRevenue

£
805.1

£
79.4

£
140.4

£


£
1,024.9Inter segment revenue


0.9


5.9





(6.8
)

Operating costs


(295.5
)

(56.2
)

(94.2
)

5.9


(440.0
)Selling, general and administrative expenses


(214.2
)

(23.6
)

(30.2
)

0.9


(267.1
)Segment OCF


296.3


5.5


16.0





317.8Depreciation, amortization and other charges


(306.9
)

(0.2
)

(20.3
)




(327.4
)Operating (loss) income

£
(10.6
)
£
5.3

£
(4.3
)
£


£
(9.6
)


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


Nine months ended September 30, 2006Cable

Content

Mobile

Elims.

TotalRevenue

£2,194.1

£186.1

£140.4

£

£2,520.6Inter segment revenue

1.6

13.4



(15.0
)
Operating costs

(852.0
)
(129.6
)
(94.2
)
13.4

(1,062.4
)Selling, general and administrative expenses

(567.5
)
(52.6
)
(30.2
)
1.6

(648.7
)Segment OCF

776.2

17.3

16.0



809.5Depreciation, amortization and other charges

(780.2
)
(8.4
)
(20.3
)


(808.9
)Operating (loss) income

£(4.0
)
£8.9

£(4.3
)
£

£0.6


As
at June 30, 2007, 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 and concluded that no impairment charges were necessary.

Note 11Condensed Consolidated Financial Information

On April 13, 2004, our wholly-owned subsidiary, Virgin Media Finance PLC (formerly NTL Cable 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

17

---



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, and together with the Senior Notes due 2014, these are referred to as the Senior Notes. We and certain of our subsidiaries, namely Virgin Media Group
LLC (formerly NTL:Telewest LLC), Virgin Media Holdings Inc. (formerly NTL Holdings Inc.), Virgin Media (UK) Group, Inc. (formerly NTL (UK) Group, Inc.)
and Virgin Media Communications Limited (formerly NTL 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.

We
present the following condensed consolidated financial information as of September 30, 2007 and December 31, 2006 and for the three and nine months ended
September 30, 2007 and 2006 as required by Article 3-10(d) of Regulation S-X.

|                                                              |                                            | September 30, 2007
|------------------------------------------------------------- | ------------------------------------------ | ------------------
|
|
|Cash and cash equivalents                                     |                                            | £1.9              
|Restricted cash                                               |                                            |                  
|Other current assets                                          |                                            |                  
|                                                              |                                            |                   
|                                                              | Total current assets                       |                   
|Fixed assets, net                                             |                                            |                  
|Intangible assets, net                                        |                                            |                  
|Investments in, and loans to, parent and subsidiary companies |                                            | 2,961.7           
|Other assets, net                                             |                                            |                  
|                                                              |                                            |                   
|                                                              | Total assets                               |                   
|                                                              |                                            |                   
|Current liabilities                                           |                                            | £3.9              
|Long term debt                                                |                                            |                  
|Other long term liabilities                                   |                                            |                  
|Shareholders' equity                                          |                                            | 2,959.7           
|                                                              |                                            |                   
|                                                              | Total liabilities and shareholders' equity |                   
|                                                              |                                            |                   

18

---



|                                                              |                                            | December 31, 2006
|------------------------------------------------------------- | ------------------------------------------ | -----------------
|
|
|Cash and cash equivalents                                     |                                            | £2.4             
|Restricted cash                                               |                                            |                 
|Other current assets                                          |                                            | (1.7             
|                                                              |                                            |                  
|                                                              | Total current assets                       |                  
|Fixed assets, net                                             |                                            | 0.7              
|Intangible assets, net                                        |                                            |                 
|Investments in, and loans to, parent and subsidiary companies |                                            | 3,242.3          
|Other assets, net                                             |                                            |                 
|                                                              |                                            |                  
|                                                              | Total assets                               |                  
|                                                              |                                            |                  
|Current liabilities                                           |                                            | £11.8            
|Long term debt                                                |                                            |                 
|Other long term liabilities                                   |                                            | 1.8              
|Shareholders' equity                                          |                                            | 3,230.1          
|                                                              |                                            |                  
|                                                              | Total liabilities and shareholders' equity |                  
|                                                              |                                            |                  

19

---



|                                                                   |  | Three months ended September 30, 2007 |  
|------------------------------------------------------------------ |  | ------------------------------------- | -
|
|
|Revenue                                                            |  | £                                    |  
|Operating costs                                                    |  |                                      |  
|Selling, general and administrative expenses                       |  | (1.2                                  | )
|Other income                                                       |  |                                      |  
|Depreciation and amortization                                      |  |                                      |  
|                                                                   |  |                                       |  
|Operating income (loss)                                            |  | (1.2                                  | )
|Interest income and other, net                                     |  | 0.2                                   |  
|Interest expense                                                   |  |                                      |  
|Share of income from equity investments                            |  |                                      |  
|Gains (losses) on derivative instruments                           |  |                                      |  
|Foreign currency gains (losses)                                    |  |                                      |  
|Income tax benefit (expense)                                       |  |                                      |  
|                                                                   |  |                                       |  
|(Loss) income before equity in net (loss) income from subsidiaries |  | (1.0                                  | )
|Equity in net (loss) income of subsidiaries                        |  | (60.0                                 | )
|                                                                   |  |                                       |  
|Net (loss) income                                                  |  | £(61.0                                | )
|                                                                   |  |                                       |  

20

---



|                                                                   |  | Nine months ended September 30, 2007 |  
|------------------------------------------------------------------ |  | ------------------------------------ | -
|
|
|Revenue                                                            |  | £                                   |  
|Operating costs                                                    |  |                                     |  
|Selling, general and administrative expenses                       |  | (3.2                                 | )
|Other charges                                                      |  | (0.3                                 | )
|Depreciation and amortization                                      |  |                                     |  
|                                                                   |  |                                      |  
|Operating income (loss)                                            |  | (3.5                                 | )
|Interest income and other, net                                     |  | 0.5                                  |  
|Interest expense                                                   |  |                                     |  
|Loss on extinguishment of debt                                     |  |                                     |  
|Share of income from equity investments                            |  |                                     |  
|(Losses) gains on derivative instruments                           |  |                                     |  
|Foreign currency gains (losses)                                    |  |                                     |  
|Income tax expense                                                 |  | (0.2                                 | )
|                                                                   |  |                                      |  
|(Loss) income before equity in net (loss) income from subsidiaries |  | (3.2                                 | )
|Equity in net (loss) income of subsidiaries                        |  | (297.1                               | )
|                                                                   |  |                                      |  
|Net loss                                                           |  | £(300.3                              | )
|                                                                   |  |                                      |  

21

---



|                                             |  | Three months ended September 30, 2006 |  
|-------------------------------------------- |  | ------------------------------------- | -
|
|
|Revenue                                      |  | £                                    |  
|Operating costs                              |  |                                      |  
|Selling, general and administrative expenses |  | (5.9                                  | )
|Other charges                                |  |                                      |  
|Depreciation and amortization                |  |                                      |  
|                                             |  |                                       |  
|Operating loss                               |  | (5.9                                  | )
|Interest income and other, net               |  | 0.3                                   |  
|Interest expense                             |  |                                      |  
|Share of income from equity investments      |  |                                      |  
|Loss on extinguishment of debt               |  |                                      |  
|Gain on derivative instruments               |  |                                      |  
|Foreign currency gains (losses)              |  |                                      |  
|Minority interest                            |  |                                      |  
|Income tax benefit                           |  |                                      |  
|                                             |  |                                       |  
|(Loss) income from continuing operations     |  | (5.6                                  | )
|                                             |  |                                       |  
|Income from discontinued operations          |  |                                      |  
|Equity in net (loss) income of subsidiaries  |  | (90.5                                 | )
|                                             |  |                                       |  
|Net loss                                     |  | £(96.1                                | )
|                                             |  |                                       |  

22

---



|                                                    |  | Nine months ended September 30, 2006 |  
|--------------------------------------------------- |  | ------------------------------------ | -
|
|
|Revenue                                             |  | £                                   |  
|Operating costs                                     |  |                                     |  
|Selling, general and administrative expenses        |  | (18.5                                | )
|Other charges                                       |  |                                     |  
|Depreciation and amortization                       |  |                                     |  
|                                                    |  |                                      |  
|Operating income (loss)                             |  | (18.5                                | )
|Interest income and other, net                      |  | 0.3                                  |  
|Interest expense                                    |  |                                     |  
|Loss on extinguishment of debt                      |  |                                     |  
|Share of income from equity investments             |  |                                     |  
|Losses on derivative instruments                    |  |                                     |  
|Foreign currency (losses) gains                     |  |                                     |  
|Cumulative effect of change in accounting principle |  |                                     |  
|Income tax benefit                                  |  |                                     |  
|                                                    |  |                                      |  
|Loss from continuing operations                     |  | (18.2                                | )
|                                                    |  |                                      |  
|Income from discontinued operations                 |  |                                     |  
|Equity in net (loss) income of subsidiaries         |  | (393.6                               | )
|                                                    |  |                                      |  
|Net loss                                            |  | £(411.8                              | )
|                                                    |  |                                      |  

23

---



|                                                                                 |  | Nine months ended September 30, 2007 |  
|-------------------------------------------------------------------------------- |  | ------------------------------------ | -
|
|
|Net cash provided by (used in) operating activities                              |  | £(7.7                                | )
|Investing activities:                                                            |  |                                      |  
|Purchase of fixed and intangible assets                                          |  |                                     |  
|Acquisitions, net of cash acquired                                               |  |                                     |  
|Investments in, and loans to equity investments, parent and subsidiary companies |  | 10.6                                 |  
|Other                                                                            |  |                                     |  
|                                                                                 |  |                                      |  
|Net cash (used in) provided by investing activities                              |  | 10.6                                 |  
|                                                                                 |  |                                      |  
|Financing activities:                                                            |  |                                      |  
|New borrowings, net of financing fees                                            |  |                                     |  
|Principal payments on long term debt and capital leases                          |  |                                     |  
|Proceeds from employee stock options                                             |  | 11.4                                 |  
|Dividends paid                                                                   |  | (14.8                                | )
|                                                                                 |  |                                      |  
|Net cash (used in) provided by financing activities                              |  | (3.4                                 | )
|                                                                                 |  |                                      |  
|Effect of exchange rate changes                                                  |  |                                     |  
|(Decrease) increase in cash and cash equivalents                                 |  | (0.5                                 | )
|Cash and cash equivalents at beginning of period                                 |  | 2.4                                  |  
|                                                                                 |  |                                      |  
|Cash and cash equivalents at end of period                                       |  | £1.9                                 |  
|                                                                                 |  |                                      |  

24

---



|                                                                                 |  | Nine months ended September 30, 2006 |  
|-------------------------------------------------------------------------------- |  | ------------------------------------ | -
|
|
|Net cash provided by (used in) operating activities                              |  | £(14.4                               | )
|Investing activities:                                                            |  |                                      |  
|Purchase of fixed assets                                                         |  |                                     |  
|Acquisitions, net of cash acquired                                               |  |                                     |  
|Telewest reorganization                                                          |  |                                     |  
|Investments in, and loans to equity investments, parent and subsidiary companies |  | (13.5                                | )
|Other                                                                            |  |                                     |  
|                                                                                 |  |                                      |  
|Net cash used in investing activities                                            |  | (13.5                                | )
|                                                                                 |  |                                      |  
|Financing activities:                                                            |  |                                      |  
|Proceeds from exercise of stock options                                          |  | 35.2                                 |  
|Proceeds from new borrowings, net of financing fees                              |  |                                     |  
|Principal payments on long term debt and capital leases                          |  |                                     |  
|Issuance of stock                                                                |  |                                     |  
|Share redemption                                                                 |  |                                     |  
|Dividends                                                                        |  | (5.1                                 | )
|                                                                                 |  |                                      |  
|Net cash provided by financing activities                                        |  | 30.1                                 |  
|                                                                                 |  |                                      |  
|Effect of exchange rate changes                                                  |  |                                     |  
|(Decrease) increase in cash and cash equivalents                                 |  | 2.2                                  |  
|Cash and cash equivalents at beginning of period                                 |  |                                     |  
|                                                                                 |  |                                      |  
|Cash and cash equivalents at end of period                                       |  | £2.2                                 |  
|                                                                                 |  |                                      |  

25

---





VIRGIN MEDIA INVESTMENT HOLDINGS LIMITED    CONDENSED CONSOLIDATED BALANCE SHEETS    (in millions)

|                                                                               |                                                                                                   | September 30,
2007         |          | December 31,
2006 |        
|------------------------------------------------------------------------------ | ------------------------------------------------------------------------------------------------- | -------------------------- | -------- | ----------------- | -------
|
|Assets                                                                         |                                                                                                   |                            |          |                   |        
|Current assets                                                                 |                                                                                                   |                            |          |                   |        
|                                                                               | Cash and cash equivalents                                                                         |                            | £340.9   |                   | £384.0 
|                                                                               | Restricted cash                                                                                   |                            | 5.2      |                   | 5.2    
|                                                                               | Accounts receivabletrade, less allowances for doubtful accounts of £19.3 (2007) and £49.4 (2006) |                            | 447.5    |                   | 454.9  
|                                                                               | Inventory                                                                                         |                            | 95.9     |                   | 65.3   
|                                                                               | Prepaid expenses and other current assets                                                         |                            | 119.3    |                   | 89.2   
|                                                                               |                                                                                                   |                            |          |                   |        
|                                                                               |                                                                                                   | Total current assets       |          | 1,008.8           |        
|Fixed assets, net                                                              |                                                                                                   | 5,630.3                    |          | 5,863.9           |        
|Goodwill and other indefinite-lived intangible assets                          |                                                                                                   | 2,520.0                    |          | 2,521.4           |        
|Intangible assets, net                                                         |                                                                                                   | 888.1                      |          | 1,110.3           |        
|Equity investments                                                             |                                                                                                   | 372.2                      |          | 371.5             |        
|Other assets, net of accumulated amortization of £39.2 (2007) and £21.8 (2006) |                                                                                                   | 175.8                      |          | 170.3             |        
|Due from parent and subsidiary companies                                       |                                                                                                   | 658.8                      |          | 650.3             |        
|                                                                               |                                                                                                   |                            |          |                   |        
|Total assets                                                                   |                                                                                                   | £11,254.0                  |          | £11,686.3         |        
|                                                                               |                                                                                                   |                            |          |                   |        
|Liabilities and shareholders' equity                                           |                                                                                                   |                            |          |                   |        
|Current liabilities                                                            |                                                                                                   |                            |          |                   |        
|                                                                               | Accounts payable                                                                                  |                            | £368.5   |                   | £379.5 
|                                                                               | Accrued expenses and other current liabilities                                                    |                            | 397.3    |                   | 474.8  
|                                                                               | VAT and employee taxes payable                                                                    |                            | 73.3     |                   | 86.2   
|                                                                               | Restructuring liabilities                                                                         |                            | 94.5     |                   | 124.5  
|                                                                               | Interest payable                                                                                  |                            | 210.3    |                   | 196.5  
|                                                                               | Deferred revenue                                                                                  |                            | 252.1    |                   | 258.0  
|                                                                               | Current portion of long term debt                                                                 |                            | 28.7     |                   | 141.9  
|                                                                               |                                                                                                   |                            |          |                   |        
|                                                                               |                                                                                                   | Total current liabilities  |          | 1,424.7           |        
|Long term debt, net of current portion                                         |                                                                                                   | 6,400.2                    |          | 6,345.9           |        
|Deferred revenue and other long term liabilities                               |                                                                                                   | 268.3                      |          | 266.2             |        
|Deferred income taxes                                                          |                                                                                                   | 82.3                       |          | 77.0              |        
|                                                                               |                                                                                                   |                            |          |                   |        
|                                                                               |                                                                                                   | Total liabilities          |          | 8,175.5           |        
|                                                                               |                                                                                                   |                            |          |                   |        
|Commitments and contingent liabilities                                         |                                                                                                   |                            |          |                   |        
|Shareholders' equity                                                           |                                                                                                   |                            |          |                   |        
|                                                                               | Common stock                                                                                      |                            |         |                   |       
|                                                                               | Additional paid-in capital                                                                        |                            | 4,371.3  |                   | 4,371.3
|                                                                               | Accumulated other comprehensive income                                                            |                            | 4.4      |                   | (36.0  
|                                                                               | Accumulated deficit                                                                               |                            | (1,297.2 | )                 | (999.5 
|                                                                               |                                                                                                   |                            |          |                   |        
|                                                                               |                                                                                                   | Total shareholders' equity |          | 3,078.5           |        
|                                                                               |                                                                                                   |                            |          |                   |        
|Total liabilities and shareholders' equity                                     |                                                                                                   | £11,254.0                  |          | £11,686.3         |        
|                                                                               |                                                                                                   |                            |          |                   |        

---

Note:
The balance sheet at December 31, 2006 has been derived from the audited financial statements at that date.

See
accompanying notes.

26

---



VIRGIN MEDIA INVESTMENT HOLDINGS LIMITED    CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS    (unaudited) (in millions)

|                                                                                                                               |                                                                    | Three months ended
September 30, |        | Nine months ended
September 30, |       
|------------------------------------------------------------------------------------------------------------------------------ | ------------------------------------------------------------------ | -------------------------------- | ------ | ------------------------------- | ------
|
|Revenue                                                                                                                        |                                                                    | £978.2                           |        | £993.9                          |       
|Costs and expenses                                                                                                             |                                                                    |                                  |        |                                 |       
|                                                                                                                               | Operating costs (exclusive of depreciation shown separately below) |                                  | (443.2 | )                               | (427.9
|                                                                                                                               | Selling, general and administrative expenses                       |                                  | (200.8 | )                               | (249.1
|                                                                                                                               | Other income (charges)                                             |                                  | 8.0    |                                 | (28.2 
|                                                                                                                               | Depreciation                                                       |                                  | (220.2 | )                               | (217.2
|                                                                                                                               | Amortization                                                       |                                  | (75.9  | )                               | (72.0 
|                                                                                                                               |                                                                    |                                  |        |                                 |       
|                                                                                                                               |                                                                    | (932.1                           | )      | (994.4                          | )     
|                                                                                                                               |                                                                    |                                  |        |                                 |       
|Operating income (loss)                                                                                                        |                                                                    | 46.1                             |        | (0.5                            | )     
|Other income (expense)                                                                                                         |                                                                    |                                  |        |                                 |       
|                                                                                                                               | Interest income and other, net                                     |                                  | 10.5   |                                 | 3.9   
|                                                                                                                               | Interest expense                                                   |                                  | (131.7 | )                               | (117.7
|                                                                                                                               | Share of income from equity investments                            |                                  | 6.0    |                                 |      
|                                                                                                                               | Foreign currency transaction gains                                 |                                  | 1.8    |                                 | 12.4  
|                                                                                                                               | Loss on extinguishment of debt                                     |                                  |       |                                 | (0.5  
|                                                                                                                               | Gains (losses) on derivative instruments                           |                                  | 0.8    |                                 | 5.6   
|                                                                                                                               |                                                                    |                                  |        |                                 |       
|Loss from continuing operations before income taxes, minority interest and cumulative effect of change in accounting principle |                                                                    | (66.5                            | )      | (96.8                           | )     
|Income tax (expense) benefit                                                                                                   |                                                                    | (0.2                             | )      | 1.6                             |       
|Minority interest                                                                                                              |                                                                    |                                 |        | (0.6                            | )     
|Cumulative effect of change in accounting principle                                                                            |                                                                    |                                 |        |                                |       
|                                                                                                                               |                                                                    |                                  |        |                                 |       
|                                                                                                                               | Loss from continuing operations                                    |                                  | (66.7  | )                               | (95.8 
|                                                                                                                               |                                                                    |                                  |        |                                 |       
|Discontinued operations                                                                                                        |                                                                    |                                  |        |                                 |       
|Gain on disposal of assets                                                                                                     |                                                                    |                                 |        | 8.1                             |       
|                                                                                                                               |                                                                    |                                  |        |                                 |       
|                                                                                                                               | Income from discontinued operations                                |                                  |       |                                 | 8.1   
|                                                                                                                               |                                                                    |                                  |        |                                 |       
|Net loss                                                                                                                       |                                                                    | £(66.7                           | )      | £(87.7                          | )     
|                                                                                                                               |                                                                    |                                  |        |                                 |       

See
accompanying notes.

27

---



VIRGIN MEDIA INVESTMENT HOLDINGS LIMITED    CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS    (unaudited) (in millions)

|                                               |                                                               | Nine months ended
September 30,                     |       
|---------------------------------------------- | ------------------------------------------------------------- | --------------------------------------------------- | ------
|
|Net cash provided by operating activities      |                                                               | £438.5                                              |       
|Investing activities                           |                                                               |                                                     |       
|                                               | Purchase of fixed and intangible assets                       |                                                     | (418.6
|                                               | Purchase of Telewest UK Limited from parent                   |                                                     |      
|                                               | Purchase of Virgin Mobile                                     |                                                     | (1.0  
|                                               | Investments in, and loans to, parent and subsidiary companies |                                                     | 24.5  
|                                               | Other                                                         |                                                     | 5.8   
|                                               |                                                               |                                                     |       
|                                               |                                                               | Net cash used in investing activities               |       
|                                               |                                                               |                                                     |       
|Financing activities                           |                                                               |                                                     |       
|                                               | New borrowings, net of financing fees                         |                                                     | 874.5 
|                                               | Principal payments on long term debt and capital leases       |                                                     | (966.8
|                                               | Issuance of shares                                            |                                                     |      
|                                               |                                                               |                                                     |       
|                                               |                                                               | Net cash (used in) provided by financing activities |       
|                                               |                                                               |                                                     |       
|Decrease in cash and cash equivalents          |                                                               | (43.1                                               | )     
|Cash and cash equivalents, beginning of period |                                                               | 384.0                                               |       
|                                               |                                                               |                                                     |       
|Cash and cash equivalents, end of period       |                                                               | £340.9                                              |       
|                                               |                                                               |                                                     |       

See
accompanying notes.

28

---



VIRGIN MEDIA INVESTMENT HOLDINGS LIMITED

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

Note 1Basis of Presentation

Virgin Media Investment Holdings Limited ("VMIH") is an indirect, wholly-owned subsidiary of Virgin Media Inc. ("Virgin Media").

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 normal recurring adjustments considered necessary for a fair presentation have been included. Operating
results for the three and nine months ended September 30, 2007 are not necessarily indicative of the results that may be expected for the year ending December 31, 2007. For further
information, refer to the consolidated financial statements and notes thereto included in the Annual Report on Form 10-K for Virgin Media Inc. for the year ended
December 31, 2006.

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

Note 2Acquisitions

Acquisition of Virgin Mobile

On July 4, 2006, Virgin Media and VMIH acquired 100% of the outstanding shares and options of Virgin Mobile Holdings (UK) plc, or Virgin Mobile, through a
U.K. Scheme of Arrangement. Virgin Mobile is the largest mobile virtual network operator in the U.K., with approximately 4.4 million customers.

The
total purchase price of £953.2 million included cash of £419.2 million, common stock valued at £518.8 million and estimated
direct transaction costs of £15.2 million. Virgin Media financed the cash portion of the offer and transactional expenses through £475 million of additional
borrowings under its senior credit facility and cash on hand.

Reverse Acquisition of Telewest

On March 3, 2006, Virgin Media Holdings Inc. (then known as NTL Incorporated) merged with a subsidiary of Virgin Media Inc. (then known as
Telewest Global, Inc.) and the merger has been accounted for as a reverse acquisition of Telewest using the purchase method. This merger created the U.K.'s largest provider of residential
broadband and the U.K.'s leading provider of "triple-play" services. In connection with this transaction, Telewest changed its name to NTL Incorporated, and has since changed its name to
Virgin Media Inc.

On
June 19, 2006, in connection with our integration with Telewest UK Limited, we engaged in a post acquisition restructuring of Telewest UK Limited and its subsidiaries in order
to integrate their operations with our existing U.K. operations and to implement permanent financing. This restructuring involved a series of steps that included internal contributions, distributions,
mergers and acquisitions as well as borrowings from external sources and contributions of the proceeds of the same to us, to effect our acquisition of the shares of Telewest UK Limited and its
subsidiaries. The completion of this restructuring resulted in Telewest UK Limited and its subsidiaries becoming our wholly-owned subsidiary. We have accounted for the acquisition of Telewest UK
Limited and its subsidiaries by applying the principles of APB 16,Business Combinations, in respect to transactions between entities

29

---



under
common control. As a result, the assets acquired and liabilities assumed have been recognized at their historical cost and the results of operations and cashflows for Telewest UK Limited are
included in our consolidated financial statements from June 19, 2006, the date the restructuring was completed. During the nine months ended September 30, 2007, we reduced goodwill by
£6.8 million for amendments to deferred tax liabilities that were recognized at the acquisition date and by £1.4 million as a result of the disposal of our
international content rights syndication operations.

Disposal of Ireland operations

On May 9, 2005, we sold our operations in the Republic of Ireland, comprising all of the ordinary shares of ntl Communications (Ireland) Limited and ntl
Irish Networks Limited and certain additional assets, to MS Irish Cable Holdings B.V., an affiliate of Morgan Stanley & Co. International Limited, for an aggregate purchase price of
€333.4 million, or £225.5 million. During the three months ended September 30, 2006, we were able to release certain contingent tax liabilities of
£8.1 million relating to the disposal of our former Ireland operations.

Note 3Long Term Debt

Long term debt consists of (in millions):

September 30,
2007

December 31,
20068.75% U.S. Dollar senior loan notes due 2014 due to Virgin Media Finance PLC

£208.4

£217.09.75% 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

156.9

151.69.125% U.S. Dollar senior notes due 2016 due to Virgin Media Finance PLC

269.8

280.8Floating rate senior loan notes due 2012 due to Virgin Media Finance PLC

49.0

51.1Senior credit facility

4,976.8

5,024.6Other loan notes due to affiliates

280.1

277.6Capital leases

107.9

104.4Other

5.0

5.76,428.9

6,487.8Less: current portion

(28.7
)
(141.9
)£6,400.2

£6,345.9


The
effective interest rate on the senior credit facility was 7.6% and 7.1% as at September 30, 2007 and December 31, 2006, respectively.

In
April 2007, we borrowed £890 million under our senior credit facility which is repayable in 2012, and used £863 million of the net
proceeds to repay some of our obligations under our senior credit facility that were originally scheduled to be paid from 2007 to 2011. In April 2007, we also amended our senior credit facility
agreement to allow for this £890 million of additional indebtedness,

30

---



the
relaxation of certain financial covenants and additional flexibility to pay increased levels of dividends on Virgin Media's common stock.

In
May 2007, we made a mandatory prepayment of £73.6 million on our senior credit facility as a result of cash flow generated in 2006 that was in excess of
levels prescribed in the senior credit facility agreement.

Note 4Employee Benefit Plans

The components of net periodic pension cost in the three and nine months ended September 30, 2007 and 2006 were as follows (in millions):

Three months
ended
September 30,

Nine months
ended
September 30,2007

2006

2007

2006Service costs

£0.6

£0.7

£1.8

£2.1Interest costs

4.2

3.9

12.5

11.7Expected return on plan assets

(4.8
)
(4.2
)
(14.3
)
(12.5
)Settlements and curtailments



0.3



0.9Net periodic benefit costs

£

£0.7

£

£2.2


Employer Contributions

In April 2007, we agreed with the trustees of one of our pension plans to a new funding arrangement whereby we will be paying an additional
£3.3 million per annum for the next three years. Additionally, in June 2007, Virgin Media effected a merger of three other defined benefit plans including two of our plans.
The merger of these plans was subject to the approval of the trustees and, as a condition of trustee approval, Virgin Media agreed to make a specific one-time contribution of
£4.5 million. For the three and nine months ended September 30, 2007, Virgin Media contributed £6.0 million and £13.3 million,
respectively, to these pension plans. Reflecting the changes referenced above and Virgin Media's current regular contributions, Virgin Media anticipates contributing a total of
£17.3 million to fund its pension plans in 2007.

Note 5Other Income (Charges) Including Restructuring Charges

Other income for the three months ended September 30, 2007 was £8.0 million relating primarily to a revision in our lease exit costs
resulting from new sublease agreements offset by employee termination costs. Other charges for the three months ended September 30, 2006 were £28.2 million relating primarily
to lease exit and employee termination costs. Other charges of £5.3 million and £47.7 million for the nine months ended September 30, 2007 and 2006,
respectively, relate mainly to lease exit and employee termination costs as a result of our acquisition-related restructuring programs.

31

---



The
following tables summarize our historical restructuring provisions and the restructuring provisions resulting from the acquisitions during 2006 (in millions):

Historical Restructuring Provisions

Involuntary
Employee
Termination
and Related
Costs

Lease
Exit
Costs

TotalBalance, December 31, 2006

£

£40.7

£40.7Charged to expense



(4.9
)
(4.9
)Utilized



(6.3
)
(6.3
)Balance, September 30, 2007

£

£29.5

£29.5


Acquisition Restructuring Provisions

Involuntary
Employee
Termination
and Related
Costs

Lease
Exit
Costs

TotalBalance, December 31, 2006

£20.4

£63.4

£83.8Charged to expense

12.3

(2.1
)
10.2Utilized

(24.2
)
(4.8
)
(29.0
)Balance, September 30, 2007

£8.5

£56.5

£65.0


Note 6Stockholders' Equity

On June 19, 2006, we issued shares to Virgin Media Finance PLC for cash consideration of £2.42 billion which was utilized to effect our
acquisition of Telewest UK Limited and its subsidiaries.

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, 2007, certain of
our employees participated in the stock-based compensation plans of Virgin Media, as described in Virgin Media's 2006 Annual Report on Form 10-K.

Note 7Comprehensive Loss

Comprehensive loss comprises (in millions):

Three months
ended
September 30,

Nine months
ended
September 30,2007

2006

2007

2006Net loss for period

£(66.7
)
£(87.7
)
£(297.7
)
£(240.8
)Net unrealized (losses) gains on derivatives

(1.4
)
(12.4
)
40.4

(20.4
)Comprehensive loss

£(68.1
)
£(100.1
)
£(257.3
)
£(261.2
)


32

---



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

September 30,
2007

December 31,
2006Pension liability adjustments

£(20.0
)
£(20.0
)Net unrealized gains (losses) on derivatives

24.4

(16.0
)£4.4

£(36.0
)


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, 2007, income tax expense was £0.2 million and £3.4 million respectively, as compared with a
benefit of £1.6 million for the same periods in 2006. 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.

In
June 2006, the FASB issued FASB Interpretation ("FIN") No. 48,Accounting for Uncertainty in Income Taxesan interpretation of FASB
Statement 109. FIN 48 prescribes a comprehensive model for recognizing, measuring, presenting and disclosing in the financial statements tax positions taken or expected to be
taken on a tax return, including a decision whether to file or not to file in a particular jurisdiction. We adopted FIN 48 on January 1, 2007 and the adoption did not have a material effect on
our consolidated financial statements. Upon the adoption of FIN 48, we had £3.3 million of unrecognized tax benefits. If subsequently recognized, the £3.3 million
would reduce goodwill. At September 30, 2007, we had £3.0 million of unrecognized tax benefits and £0.3 million of accrued interest thereon. None of the
unrecognized tax benefits or accrued interest, if recognized, would impact the effective tax rate. We recognize interest and penalties related to unrecognized tax benefits in income tax expense on the
statement of operations. We do not expect that the amount of unrecognized tax benefits will significantly increase or decrease in the next twelve months.

33

---



The
statute of limitations is open for the years 2004 to 2006 in the U.S. and 2003 to 2006 in the U.K., our principal tax jurisdictions.

The
U.K. enacted changes in tax legislation in July 2007 that will impact our future U.K. tax position. These changes include a reduction in the rate of taxation from 30% to 28%,
and a reduction in the rate at which capital allowances can be claimed in a year from 25% to 20%, with both changes coming
into effect on April 1, 2008. Under FAS 109 the effect of such changes on deferred tax balances are required to be recognized in the period in which the new legislation is enacted. Our
deferred tax assets are fully covered by a valuation allowance, such that there is no impact to be recorded in the three and nine months ended September 30, 2007. There may be an effect in a
future period, to the extent a deferred tax benefit is recognized.

Note 9Transactions with Virgin Media Companies

We are a wholly-owned subsidiary of Virgin Media. We charge Virgin Media and our other affiliates 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 and its affiliates (in millions):

Three months ended
September 30,

Nine months ended
September 30,2007

2006

2007

2006Revenue

£

£

£

£Operating costs

10.9

12.0

35.3

37.7Selling, general and administrative expenses

7.4

9.0

26.5

28.0


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

Intercompany
interest is charged by and to us by affiliates based on intercompany debt balances with Virgin Media. Intercompany interest income and expense is calculated using a weighted
average interest rate of external borrowings by Virgin Media and its affiliates. The following information summarizes the amounts of intercompany interest charged by and to us, which is included
within interest income and expense in our statements of operations (in millions):

Three months ended
September 30,

Nine months ended
September 30,2007

2006

2007

2006Interest income

£

£(2.7
)
£

£1.6Interest expense

27.1

26.9

80.8

74.3


34

---



The
amounts due from and to Virgin Media and its affiliates included in our consolidated balance sheets as of September 30, 2007 and December 31, 2006 were as follows (in
millions):

September 30,
2007

December 31,
2006Due from affiliates

£658.8

£650.3Interest payable

96.3

63.9Long term debt

1,339.2

1,353.1


Note 10Recent Accounting Pronouncements

In September 2006, the FASB issued SFAS No. 157,Fair Value Measurements. SFAS 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. SFAS 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. SFAS 157 is effective for financial statements issued for fiscal years beginning
after November 15, 2007 and is required to be adopted by us in the first quarter of 2008. We are currently evaluating the effect that the adoption of SFAS 157 will have on our
consolidated results of operations and financial condition and are not yet in a position to determine such effects.

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 our television programming to consumers, broadband and fixed line telephone services to consumers, businesses and public sector organizations sold 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 ("Virgin Media TV", formerly known as Flextech Limited) and
sit-up Limited ("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 one 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
SFAS 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. The business segments disclosed in the condensed consolidated financial statements are based on this organizational structure and information reviewed by our management to evaluate the
business segment results.

35

---



Segment
information for the three and nine month periods ended September 30, 2007 and 2006 is as follows (in millions):

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


Three months ended September 30, 2006Cable

Content

Mobile

Elims.

TotalRevenue

£774.1

£79.4

£140.4

£

£993.9Inter segment revenue

0.9

5.9



(6.8
)
Operating costs

(283.4
)
(56.2
)
(94.2
)
5.9

(427.9
)Selling, general and administrative expenses

(196.2
)
(23.6
)
(30.2
)
0.9

(249.1
)Segment OCF

295.4

5.5

16.0



316.9Depreciation, amortization and other charges

(296.9
)
(0.2
)
(20.3
)


(317.4
)Operating (loss) income

£(1.5
)
£5.3

£(4.3
)
£

£(0.5
)


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


36

---



Nine months ended September 30, 2006Cable

Content

Mobile

Elims.

TotalRevenue

£1,716.7

£89.9

£140.4

£

£1,947.0Inter segment revenue

0.9

6.7



(7.6
)
Operating costs

(677.6
)
(63.3
)
(94.2
)
6.7

(828.4
)Selling, general and administrative expenses

(431.7
)
(26.5
)
(30.2
)
0.9

(487.5
)Segment OCF

608.3

6.8

16.0



631.1Depreciation, amortization and other charges

(615.0
)
(1.1
)
(20.3
)


(636.4
)Operating (loss) income

£(6.7
)
£5.7

£(4.3
)
£

£(5.3
)


As
at June 30, 2007, 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 and concluded that no impairment charges were necessary.

37

---





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

We are 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 United Kingdom. By number of customers, we are the U.K.'s largest residential broadband and pay-as-you-go mobile
provider and the second largest provider in the U.K. of pay television and fixed line telephone services.

Virgin
Media Television, or Virgin Media TV, and ntl:Telewest Business also operate under the Virgin Media umbrella. Virgin Media TV provides a broad range of programming through its
twelve wholly-owned channels; through UKTV, its joint ventures with BBC Worldwide; and through the portfolio of retail television channels operated by sit-up tv. ntl:Telewest Business
provides a complete portfolio of voice, data and internet solutions to leading businesses, public sector organizations and service providers in the U.K.

We
presently manage our business through three reportable segments:



Our
revenue by segment for the nine months ended September 30, 2007 and 2006 was as follows (in millions):

Nine months ended September 30,2007

2006Cable SegmentConsumer

£1,864.3

61.7
%
£1,748.9

69.3
%Business

478.8

15.8

445.2

17.72,343.1

77.5

2,194.1

87.0Mobile Segment

446.0

14.8

140.4

5.6Content Segment

234.0

7.7

186.1

7.4£3,023.1

100.0
%
£2,520.6

100.0
%


For
further discussion of our business, please refer to our Annual Report on Form 10-K for the year ended December 31, 2006 as filed with the SEC on
March 1, 2007.

38

---



Acquisitions

Acquisition of Virgin Mobile

On July 4, 2006, we acquired 100% of the outstanding shares and options of Virgin Mobile Holdings (UK) plc, or Virgin Mobile, through a U.K. Scheme of
Arrangement. Virgin Mobile is the largest mobile virtual network operator in the U.K., with approximately 4.4 million customers.

The
total purchase price of £953.2 million included cash of £419.2 million, common stock valued at £518.8 million and estimated
direct transaction costs of £15.2 million. We financed the cash portion of the offer and transactional expenses through £475 million of additional borrowings
under our senior credit facility and cash on hand.

Reverse Acquisition of Telewest

On March 3, 2006, NTL merged with a subsidiary of Telewest and the merger has been accounted for as a reverse acquisition of Telewest using the purchase
method. This merger created the U.K.'s largest provider of residential broadband and the U.K.'s leading provider of "triple-play" services. In connection with this transaction, Telewest
changed its name to NTL Incorporated, and has since changed its name to Virgin Media Inc.

The
total purchase price of £3.5 billion included cash of £2.3 billion, common stock valued at £1.1 billion, stock options with a
fair value of £29.8 million and estimated direct transaction costs of £25.1 million.

Factors Affecting Our Business

Cable Segment

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 "quad-play" and "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 combined basis. Factors particularly affecting our profitability include customer churn,
average revenue per user (ARPU), competition, the success of our integration efforts, capital expenditures, currency movements 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 an effort to manage our customer churn rate. Our ability to reduce our customer churn rate beyond a base level is limited by factors like 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.Average Revenue Per User, or ARPU, is a measure we use to evaluate how effectively we are
realizing potential revenue from our residential on-net cable customers. We believe that our "triple-play" cable offering of television, broadband and fixed line telephone
services is attractive to our existing customer base and enhances our Cable ARPU by facilitating the sale of

39

---



multiple
services to each customer. Cable ARPU excludes any recognition of revenue from our Mobile segment. With the acquisition of Virgin Mobile, we are now able to offer "quad-play" of
television, broadband, mobile and fixed line telephone services, which we believe will enhance our competitiveness and growth opportunities.

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 ("BT") and
resellers or local loop unbundlers such as British Sky Broadcasting Group plc ("BSkyB") and Carphone Warehouse (Talk Talk), alternative internet access services like DSL, satellite television services
offered by BSkyB, digital terrestrial television offered through Freeview, internet protocol television offered by Tiscali S.p.A. ("Tiscali") and BT, and mobile telephone 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 include two or more of our product offerings. 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.

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 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

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 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 groups, 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 period. Our 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 period.

Distribution.We 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.

40

---



Content Segment

Competition.Our television programming competes with other broadcasters for advertising revenues,
subscription revenues, and programming rights. sit-up competes with a large variety of retailers in the U.K. market and with other television channels for audiences.

Access to Content.Most of the television content on the Virgin Media TV channels is purchased 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 may experience an increase in the cost of 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 generally higher
retail sales in the lead up to the Christmas holiday.

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. We are currently litigating with BSkyB concerning the terms of carriage of our channels.

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. and the viewing levels for its channels.

General

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 have implemented a hedging program to seek to mitigate the risk from these exposures. The objective of this program is to reduce the volatility of our cash flows and earnings caused by
changes in underlying rates.

Integration.We are presently integrating our legacy NTL business with Telewest and Virgin Mobile.
This involves the incurrence of substantial operating and capital expenditures and, in some cases, involves the outsourcing of key functions in an effort to achieve synergies through the integration
of the businesses. For example, we will be completing the final stages of the integration of our cable billing platforms over the next nine months. Any issues that may arise in connection with our
integration could have a material negative effect on our financial performance.

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 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, 2006 as filed with the SEC on March 1, 2007.

41

---



CONSOLIDATED RESULTS OF OPERATIONS

Revenue

For the three months ended September 30, 2007, revenue decreased by 1.8% to £1,006.2 million from £1,024.9 million
for the three months ended September 30, 2006. This decrease is due to a decline in revenue in our Cable segment partially offset by an increase in revenue in our Mobile segment. See further
discussion of our Cable and Mobile segments below.

For
the nine months ended September 30, 2007, revenue increased by 19.9% to £3,023.1 million from £2,520.6 million for the nine months ended
September 30, 2006. This increase is primarily due to the reverse acquisition of Telewest and the inclusion of its revenues from March 3, 2006 and to the acquisition of Virgin Mobile and
the inclusion of its revenues from July 4, 2006.

Operating costs

For the three months ended September 30, 2007, operating costs increased by 3.2% to £454.0 million from
£440.0 million during the same period in 2006. This increase is primarily attributable to increases in the operating costs in our Content segment along with the inclusion of a full
quarter of Virgin Mobile's operating costs for the three months ended September 30, 2007 compared with the inclusion of its operating costs from July 4, 2006 in the corresponding period
in the prior year. Operating costs as a percentage of revenue increased to 45.1% for the three months ended September 30, 2007, from 42.9% for the same period in 2006, due to lower gross
margins in our Cable segment due primarily to lower consumer revenues and lower gross margin in our Content segment due to lower subscription revenues partially offset by an increased gross margin in
our Mobile segment.

For
the nine months ended September 30, 2007, operating costs increased by 26.0% to £1,338.4 million from £1,062.4 million during the same
period in 2006. This increase is primarily attributable to the reverse acquisition of Telewest and to the acquisition of Virgin Mobile. Operating costs as a percentage of revenue increased to 44.3%
for the nine months ended September 30, 2007, from 42.1% for the same period in 2006, due to lower gross margins in our Cable segment together with the full impact in 2007 of the inclusion of
the Telewest Content segment subsequent to the reverse acquisition of Telewest and the new Mobile segment subsequent to the acquisition of Virgin Mobile, since these segments have lower gross margins
than our Cable segment.

Selling, general and administrative expenses

For the three months ended September 30, 2007, selling, general and administrative expenses decreased by 21.1% to £210.7 million from
£267.1 million for the three months ended September 30, 2006. This decrease is primarily attributable to a reduction in our employee expenses as a result of our integration
activities together with a reduction of £10.4 million resulting from a review of our expected company bonus scheme payments during the quarter; a reduction of
£7.5 million in our share-based compensation expense resulting primarily from stock and option forfeitures; and a reduction of £12.3 million in our bad debt
expense due to operational improvements in our billing and collections resulting from the integration of our systems and processes.

For
the nine months ended September 30, 2007, selling, general and administrative expenses increased by 11.3% to £722.2 million from
£648.7 million for the nine months ended September 30, 2006. This increase is primarily attributable to the reverse acquisition of Telewest and to the acquisition of Virgin
Mobile partially offset by the reductions in costs recognized in the three months ended September 30, 2007 discussed above.

42

---



Other income (charges)

Other income for the three months ended September 30, 2007 was £8.9 million and other charges for the nine months ended
September 30, 2007 were £5.8 million. 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. Other income (charges) for the three and nine months ended September 30, 2007 included a reduction in the lease exit provisions
totaling £17.1 million, primarily due to the successful sublease of one of our larger vacant properties.

Depreciation expense

For the three months ended September 30, 2007, depreciation expense increased to £225.7 million from £222.6 million
for the three months ended September 30, 2006. This increase is attributable to the additional purchases of fixed assets.

For
the nine months ended September 30, 2007, depreciation expense increased to £689.4 million from £591.2 million for the nine months ended
September 30, 2006. This increase is primarily attributable to the reverse acquisition of Telewest and additional purchases of fixed assets.

Amortization expense

For the three months ended September 30, 2007, amortization expense increased to £78.0 million from £73.9 million for
the three months ended September 30,
2006. The increase in amortization expense relates to additional intangible assets arising from the acquisition of Virgin Mobile.

For
the nine months ended September 30, 2007, amortization expense increased to £232.9 million from £166.3 million for the nine months ended
September 30, 2006. The increase in amortization expense relates to additional intangible assets arising from the reverse acquisition of Telewest and from the acquisition of Virgin Mobile.

Interest income and other

For the three months ended September 30, 2007, interest income and other increased to £10.8 million from £7.1 million
for the three months ended September 30, 2006 primarily as a result of a gain from the sale of our international content rights syndication operations. For the nine months ended
September 30, 2007, interest income and other increased to £25.6 million from £24.3 million for the nine months ended September 30, 2006.

Interest expense

For the three months ended September 30, 2007, interest expense increased to £127.9 million from £113.2 million for
the three months ended September 30, 2006. This increase is primarily the result of increases in interest rates on the variable portion of our debt.

We
paid cash interest of £85.8 million for the three months ended September 30, 2007, and £48.3 million for the three months ended
September 30, 2006. The increase in cash interest payments is due to changes in the timing of interest payments under our current debt arrangements as compared with our debt arrangements in
2006.

For
the nine months ended September 30, 2007, interest expense increased to £374.5 million from £332.6 million for the nine months ended
September 30, 2006, primarily as a result of the additional borrowing as a result of the reverse acquisition of Telewest and the acquisition of Virgin Mobile.

We
paid cash interest of £380.8 million for the nine months ended September 30, 2007, and £267.8 million for the nine months ended
September 30, 2006. The increase in cash interest payments

43

---



resulted
from the additional borrowings as a result of the reverse acquisition of Telewest and the acquisition of Virgin Mobile, and changes in timing of interest payments.

Foreign currency gains (losses)

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 gain of £6.3 million in the three months ended September 30, 2006 was largely
comprised of foreign exchange gains of £8.5 million on U.S. dollar forward purchase contracts that were entered into to hedge the repayment amount of the U.S. dollar denominated
bridge facility offset by losses of £5.8 million relating to the repayment of the alternative bridge facility.

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. The foreign currency losses of £97.8 million in the nine months ended September 30, 2006 were largely comprised of foreign
exchange losses of £70.8 million on U.S. dollar forward purchase contracts that were entered into to hedge the repayment amount of the U.S. dollar denominated bridge facility. The
repayment of approximately $3.1 billion of this facility on June 19, 2006 resulted in an offsetting gain of £120.7 million that was recorded as a component of equity
during the nine months ended September 30, 2006.

Income tax expense

For the three and nine months ended September 30, 2007, there was an income tax benefit of £0.4 million and an income tax expense of
£10.3 million, respectively, as compared with income tax benefits of £0.9 million and £10.8 million, respectively, for the same periods in
2006. The income tax benefit for the three months ended September 30, 2007 was comprised of current federal taxes of £nil, a U.S. state and local tax benefit of £nil, a
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. In the three and nine
months ended September 30, 2007, we recognized an income tax expense of £0.6 million and an income tax benefit of £6.8 million, respectively, that resulted
in deferred tax expense with an offsetting reduction in our reorganization value. The U.K. tax benefit relates to amounts receivable in respect of the sale of U.K. tax losses to an equity-method
investee.

Net loss

For the three months ended September 30, 2007, net loss from continuing operations decreased to £61.0 million compared with a loss from
continuing operations of £104.2 million for the same period in 2006 due to the factors discussed above. Net loss after discontinued operations for the three months ended
September 30, 2007 was £61.0 million compared with £96.1 million for the three months ended September 30, 2006.

For
the nine months ended September 30, 2007, net loss from continuing operations decreased to £300.3 million compared with a loss from continuing operations of
£419.9 million for the same period in 2006 due to the factors discussed above. Net loss after discontinued operations for the nine months ended September 30, 2007 was
£300.3 million compared with £411.8 million for the three months ended September 30, 2006.

Net loss per share

Basic and diluted net loss per common share from continuing operations for the three months ended September 30, 2007 was £0.19 compared to
£0.32 for the three months ended September 30,

44

---



2006.
Basic and diluted net loss per share is computed using a weighted average of 326.4 million shares issued in the three months ended September 30, 2007 and a weighted average of
322.0 million shares issued for the same period in 2006. Options and warrants to purchase shares along with shares of restricted stock held in escrow outstanding at September 30, 2007
are excluded from the calculation of diluted net loss per share, since the inclusion of such options, warrants and restricted stock are anti-dilutive. Basic and diluted income per share
from discontinued operations was £0.02 for the three months ended September 30, 2006.

Basic
and diluted net loss per common share from continuing operations for the nine months ended September 30, 2007 was £0.92 compared to £1.49 for the
nine months ended September 30, 2006. Basic and diluted net loss per share is computed using a weighted average of 325.4 million shares issued in the nine months ended
September 30, 2007 and a weighted average of 282.5 million shares issued for the same period in 2006. Options and warrants to purchase shares along with shares of restricted stock held
in escrow outstanding at September 30, 2007 are excluded from the calculation of diluted net loss per share, since the inclusion of such options, warrants and restricted stock are
anti-dilutive. Basic and diluted income per share from discontinued operations was £0.03 for the nine months ended September 30, 2006.

Segment Information

A description of the products and services, as well as year-to-date financial data, for each segment can be found in note 10 to
Virgin Media's condensed consolidated financial statements. The segment results for the three and nine months ended September 30, 2007 included in our condensed consolidated financial
statements are reported on an actual basis and include the results of Telewest and Virgin Mobile. The segment results for the three and nine months ended September 30, 2006 included in our
condensed consolidated financial statements are also reported on an actual basis and include the results of Telewest from March 3, 2006 and the results of Virgin Mobile from July 4,
2006.

The
results of operations of each of our Cable and Content segments for the nine months ended September 30, 2006 are reported in this section on a pro forma combined basis as if
the reverse acquisition of Telewest had occurred at January 1, 2006 and combine Telewest's historical Content and sit-up segments into the combined company's Content segment. The
pro forma data has been calculated on a basis consistent with the pro forma financial information filed with the Securities and Exchange Commission under our Form 8-K/A on
May 10, 2006. We believe that a pro forma comparison of these segments is more relevant than a historic comparison as: (a) in respect of our Cable segment, the size of the acquired
legacy Telewest cable business would obscure any meaningful discussion of changes in our Cable segment if viewed on a historical basis; and (b) we did not have a Content segment prior to
March 3, 2006. Comparative pro forma results of our Mobile segment have not been presented.

The
reportable segments disclosed in this Form 10-Q are based on our management organizational structure as of September 30, 2007. Future changes to this
organizational structure may result in changes to the reportable segments disclosed.

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
SFAS 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.

45

---





Cable Segment

The summary combined results of operations of our Cable segment for the three and nine months ended September 30, 2007 and 2006 were as follows
(in millions):

Three months ended
September 30,

Nine months ended
September 30,2007
(Actual)

2006
(Actual)

2007
(Actual)

2006
(Pro forma)Revenue

£767.7

£805.1

£2,343.1

£2,412.2Inter segment revenue

0.8

0.9

2.7

1.8Segment OCF

303.5

296.3

852.8

848.4Depreciation, amortization and other charges

(268.7
)
(306.9
)
(850.2
)
(858.3
)Operating income (loss)

£34.8

£(10.6
)
£2.6

£(9.9
)


Revenue

Our Cable segment revenue by customer type for the three and nine months ended September 30, 2007 and 2006 was as follows (in millions):

Three months ended
September 30,



Nine months ended
September 30,2007
(Actual)

2006
(Actual)

Increase/
(Decrease)

2007
(Actual)

2006
(Pro forma)

Increase/
(Decrease)Revenue:Consumer

£607.7

£642.8

(5.5
)%
£1,864.3

£1,924.2

(3.1
)%Business

160.0

162.3

(1.4
)
478.8

488.0

(1.9
)Total revenue

£767.7

£805.1

(4.6
)%
£2,343.1

£2,412.2

(2.9
)%


Consumer:For the three months ended September 30, 2007, revenue from residential customers decreased by 5.5% to
£607.7 million from revenue of £642.8 million for the three months ended September 30, 2006. For the nine months ended September 30, 2007, revenue
from residential customers decreased by 3.1% to £1,864.3 million from pro forma revenue of £1,924.2 million for the nine months ended September 30, 2006.
These decreases are primarily due to declines in fixed line telephone customers, reductions in telephony prices and usage along with higher price discounting to stimulate customer activity and
retention in light of competitive factors in the marketplace. Partially offsetting these decreases have been increases in revenues from additional customers subscribing to our broadband services and
selective television price increases.

Cable
ARPU has decreased from £42.48 for the three months ended September 30, 2006 to £41.55 for the three months ended September 30, 2007. The
decrease in Cable ARPU is due to the fall in revenue as described above. The decline has been mitigated by our focus on acquiring new bundled customers and on cross-selling to existing customers which
is shown by Revenue Generating Units (RGUs) per customer increasing from 2.14 at September 30, 2006 to 2.26 at September 30, 2007 and by the percentage of our customers with
"triple-play" services growing from 38.7% at September 30, 2006 to 47.0% at September 30, 2007.

Business:For the three months ended September 30, 2007, revenue from business customers decreased by 1.4% to
£160.0 million from £162.3 million for the three months ended September 30, 2006. For the nine months ended September 30, 2007, revenue from
business customers decreased by 1.9% to £478.8 million from pro forma revenue of £488.0 million for the nine months ended September 30, 2006. These
decreases are attributable to declines in voice and wholesale revenues, partially offset by greater data revenues. Across both our retail and wholesale sales channels, total data

46

---



revenues
represented 61.2% of total business revenue for the nine months ended September 30, 2007 compared with 59.6% for the same period in 2006.

Cable segment OCF

For the three months ended September 30, 2007, Cable segment OCF increased to £303.5 million from £296.3 million for
the three months ended September 30, 2006. Lower consumer and business revenues have been more than offset by lower selling, general and administrative costs as described above.

For
the nine months ended September 30, 2007, Cable segment OCF increased to £852.8 million from pro forma Cable segment OCF of
£848.4 million for the nine months ended September 30, 2006. Lower consumer and business revenues have been more than offset by savings in operating costs and selling,
general and administrative costs. Cost savings resulting from the integration activities since the reverse acquisition of Telewest have in turn been offset by higher marketing and advertising costs
incurred in connection with the rebrand to Virgin Media in the first quarter of 2007.

Summary Cable Statistics

Selected statistics for our residential cable customers, excluding customers off our cable network and Virgin Mobile customers, for the three months ended
September 30, 2007 as well as the four prior quarters, are set forth in the table below.

|                                  |  | For the three months ended |           
|--------------------------------- |  | -------------------------- | ----------
|
|Opening customers                 |  |                            | 4,737,300 
|Customer additions                |  |                            | 256,500   
|Customer disconnects              |  |                            | (243,500  
|Net customer movement             |  |                            | 13,000    
|Closing customers                 |  |                            | 4,750,300 
|Churn(2)                          |  |                            | 1.7       
|Revenue generating units(1)(3):   |  |                            |           
|Television                        |  |                            | 3,417,000 
|DTV (included in Television)      |  |                            | 3,167,000 
|Telephone                         |  |                            | 3,992,500 
|Broadband                         |  |                            | 3,307,700 
|Total Revenue Generating Units    |  |                            | 10,717,200
|RGU/Customers                     |  |                            | 2.26x     
|Triple-play penetration           |  |                            | 47.0      
|Cable average revenue per user(4) |  | £                          | 41.55     
|ARPU calculation:                 |  |                            |           
|On-net revenues (millions)        |  | £                          | 590.5     
|Average customers                 |  |                            | 4,737,100 

47

---



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

|               |  | For the three months ended
|-------------- |  | --------------------------
|
|Broadband RGUs |  | 282,300                   
|Telephone RGUs |  | 90,500                    

---

Mobile Segment

Revenue

Virgin Mobile was acquired on July 4, 2006, and its results of operations have been consolidated from that date. Total Mobile segment revenue for the three
and nine months ended September 30, 2007 was £158.7 million and £446.0 million, respectively, of which £147.3 million and
£425.6 million was service revenue and £11.4 million and £20.4 million was equipment revenue, respectively.

Total
Mobile segment revenue for the period from acquisition to September 30, 2006 was £140.4 million, of which service revenue was
£132.5 million and equipment revenue was £7.9 million. The increase in the revenue for the three months ended September 30, 2007 compared with the period
from acquisition to September 30, 2006 was primarily due to growth in Mobile ARPU, partially offset by the decline in customers between the respective period ends, together with the impact of
four more days revenue in 2007 compared with the period from acquisition in 2006.

In
the three months ended September 30, 2007, the number of mobile customers increased by a net 15,900 compared to an increase of 122,700 for the period from acquisition to
September 30, 2006. Contract customer gains of 29,700 were partially offset by net losses of 13,800 prepay customers in the three months ended September 30, 2007, compared with 24,600
contract customer gains and 98,100 prepay customer gains in the period from acquisition in 2006. The growth in contract customers reflects the drive for "quad-play" packages through
cross-selling with our Cable segment products. The decline in prepay customers reflects increased competition in the prepay market, although the decline in the three months ended September 30,
2007 was significantly lower than in the three previous quarters following our decision to re-engage in a more favorable prepay market.

Mobile
ARPU increased to £11.11 for the three months ended September 30, 2007 from £10.28 for the period from acquisition to September 30, 2006. The
increase is primarily due to the increased

48

---



proportion
of contract customers, from 2.7% of total number of mobile customers at September 30, 2006 to 7.4% at September 30, 2007 resulting in an increase in our overall Mobile ARPU.

Mobile segment OCF

For the three months ended September 30, 2007, Mobile segment OCF increased to £31.5 million from £16.0 million for
the period from acquisition to September 30, 2006. This increase was primarily due to the additional four days of operating activity in the period along with our shift towards more efficient
sales channels such as cross-selling with our Cable segment products and other direct channels with lower subscriber acquisition costs together with lower employee expense resulting from a review of
our expected company bonus scheme payments during the quarter. Mobile segment OCF for the nine months ended September 30, 2007 was £90.9 million.

Summary Mobile Statistics

Selected statistics for Virgin Mobile since its acquisition are set forth in the table below:

|                                                       |          | For the three months ended
|------------------------------------------------------ | -------- | --------------------------
|
|Opening customers(1):                                  |          |                           
|                                                       | Prepay   |                           
|                                                       | Contract |                           
|                                                       |          |                           
|                                                       |          |                           
|Increase in customers on acquisition of Virgin Mobile: |          |                           
|                                                       | Prepay   |                           
|                                                       | Contract |                           
|                                                       |          |                           
|                                                       |          |                           
|Net customer additions:                                |          |                           
|                                                       | Prepay   |                           
|                                                       | Contract |                           
|                                                       |          |                           
|                                                       |          |                           
|Closing customers:                                     |          |                           
|                                                       | Prepay   |                           
|                                                       | Contract |                           
|                                                       |          |                           
|                                                       |          |                           
|Mobile average revenue per user(2):                    |          | £                         
|ARPU calculation:                                      |          |                           
|Mobile service revenue (millions):                     |          | £                         
|Average customers:                                     |          |                           

---

49

---



Content Segment

The summary combined results of operations of our Content segment for the three and nine months ended September 30, 2007 and 2006 were as follows (in
millions):

|                                             |  | Three months ended
September 30, |      | Nine months
ended
September 30, |  
|-------------------------------------------- |  | -------------------------------- | ---- | ------------------------------- | -
|
|Revenue                                      |  | £                                | 79.8 |                                 | £
|Inter segment revenue                        |  |                                  | 6.2  |                                 |  
|Segment OCF                                  |  |                                  | 6.5  |                                 |  
|Depreciation, amortization and other charges |  |                                  | (4.1 | )                               |  
|Operating income                             |  | £                                | 2.4  |                                 | £

Revenue

For the three months ended September 30, 2007, revenue in the Content segment increased by 0.5% to £79.8 million from
£79.4 million for the three months ended September 30, 2006. For the nine months ended September 30, 2007, revenue decreased by 4.6% to
£234.0 million from pro forma revenue of £245.4 million for the nine months ended September 30, 2006. These decreases are driven by reduced subscription
revenue in Virgin Media TV mainly as a result of a new satellite television carriage contract entered into at the end of 2006 which has lower pricing, partially offset by increased advertising
revenues and increased revenue from our sit-up channels.

Content segment OCF

For the three months ended September 30, 2007, Content segment OCF increased to £6.5 million from £5.5 million for
the three months ended September 30, 2006. This increase is mainly due to the reduction in subscription revenue referred to above and increased programming costs offset by gains totaling
£4.7 million from settlement of long standing contractual issues together with lower employee expense resulting from a review of our expected company bonus scheme payments during
the quarter.

For
the nine months ended September 30, 2007, Content segment OCF decreased by 20.7% to £18.8 million from pro forma Content segment OCF of
£23.7 million for the nine months ended September 30, 2006. This decrease is mainly due to the reduction in subscription revenue referred to above and increased programming
costs, partially offset by the settlement of certain long standing contractual issues totaling £12.6 million.

UKTV Joint Venture

We own 50% of the companies that comprise UKTV, a group of joint ventures formed with BBC Worldwide. UKTV produces a portfolio of multi-channel 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 £5.9 million and £18.4 million for the three and
nine months ended September 30, 2007, respectively.

UKTV
is funded by a loan from Virgin Media, which was £148.3 million at September 30, 2007. This loan effectively acts as a revolving facility for UKTV. We
received cash payments from UKTV in the form of loan capital repayments of £14.5 million for the nine months ended September 30, 2007. We also receive dividends, interest
payments and payments for consortium tax relief from UKTV.

50

---



At
September 30, 2007 our investment in UKTV is carried on the balance sheet at £371.2 million, which includes the outstanding £148.3 million
loan.

LIQUIDITY AND CAPITAL RESOURCES

As of September 30, 2007, we had £6,099.8 million of debt outstanding, compared to £6,159.1 million as of
December 31, 2006, and £6,207.0 million as of September 30, 2006, and £364.0 million of cash and cash equivalents, compared to
£418.5 million as of December 31, 2006 and £302.2 million as of September 30, 2006. The decrease in debt since September 30, 2006 is
primarily attributable to a mandatory prepayment of our senior credit facility of £73.6 million in May 2007 as a result of cash flow that was in excess of levels prescribed
by the senior credit facility agreement, combined with favorable exchange rate movements on our U.S. dollar and euro denominated debt. Our business is capital intensive, we are highly leveraged, and
we have historically incurred operating losses and negative cash flow, partly as a result of our construction costs, operating expenditures and interest costs.

We
require significant amounts of capital to connect customers to our network, expand and upgrade our network, offer new services and integrate our billing systems and customer
databases.

We
must also regularly service interest payments with cash flows from operations. Our ability to sustain operations, meet financial covenants under our indebtedness, and make required
payments on our indebtedness could be impaired if we are unable to maintain or achieve various financial performance measures. Our ability to service our capital needs, to service our obligations
under our indebtedness and to fund our ongoing operations will depend upon our ability to generate cash.

Although
we expect to generate positive cash flow in the future, we cannot be certain that this will be the case. We believe that our cash on hand, together with cash from operations and
undrawn credit facility, will be sufficient for our cash requirements through to at least September 30, 2008. However, our cash requirements after September 30, 2008 may exceed these
sources of cash. This may require that we obtain additional financing in excess of the financing incurred in the recent refinancing transaction. We may not be able to obtain financing 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.

We
are a holding company with no independent operations or significant assets other than our investments in our subsidiaries. As a result, we will depend upon the receipt of sufficient
funds from our subsidiaries to meet our obligations. In addition, the terms of our and our subsidiaries' existing and future indebtedness and the laws of the jurisdictions under which those
subsidiaries are organized limit the payment of dividends, loan repayments and other distributions to us under many circumstances.

Our
debt agreements and the debt agreements of some of our subsidiaries 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

Nine Months Ended September 30, 2007 and 2006

For the nine months ended September 30, 2007, cash provided by operating activities decreased to £448.1 million from
£512.2 million for the nine months ended September 30, 2006. This decrease is primarily attributable to an increase in cash paid for interest. For the nine months ended
September 30, 2007, cash paid for interest, exclusive of amounts capitalized, increased to £380.8 million

51

---



from
£267.8 million during the same period in 2006. This increase resulted from the higher levels of borrowings following the reverse acquisition of Telewest and the acquisition of
Virgin Mobile.

For
the nine months ended September 30, 2007, cash used in investing activities was £404.1 million compared with cash used in investing activities of
£2,831.4 million for the nine months ended September 30, 2006. The cash used in investing activities in the nine months ended September 30, 2007 mainly represents
purchases of fixed assets. The cash used in investing activities in the nine months ended September 30, 2006 includes £2,024.2 million for the reverse acquisition of
Telewest, net of cash acquired of £294.9 million and £423.5 million for the acquisition of Virgin Mobile, net of cash acquired of
£14.1 million. Purchases of fixed and intangible assets increased to £424.0 million for the nine months ended September 30, 2007 from
£397.0 million for the same period in 2006 primarily because of the reverse acquisition of Telewest and the acquisition of Virgin Mobile.

Cash
used in financing activities for the nine months ended September 30, 2007 was £95.7 million compared to cash provided by financing activities of
£1,889.3 million for the nine months ended September 30, 2006. The principal sources of cash provided by financing activities for the nine months ended September 30,
2006 were the new £5.3 billion senior credit facilities and the $550 million senior notes due 2016. The principal uses of cash for the nine months ended September 30,
2006 were the repayment of our previous senior credit and bridge facilities. Cash used in financing activities for the nine months ended September 30, 2007 was primarily principal payments on
long term debt and capital leases of £966.8 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 new 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. The principal under
Tranches A and A1 is subject to scheduled repayment every six months.

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 convenants, 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.

In
May 2007, we made a mandatory prepayment of £73.6 million under our senior credit facility as a result of cash flow generated in 2006 that was in excess of
levels prescribed in the senior credit facility agreement.

52

---



After
giving effect to the refinancing in April 2007 and the mandatory prepayment of £73.6 million in May 2007 referred to above, the principal payments
are scheduled as follows (in millions):

Date

AmountSeptember 30, 2009

£403.5March 31, 2010

£526.5September 30, 2010

£579.4March 3, 2011

£966.1September 3, 2012

£2,201.3March 3, 2013

£300.0


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 ("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, A1 and the 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%


The
applicable interest margins for Tranche B and Tranche C are as follows (including the Tranche B5 and B6 term loan facilities):

Facility

MarginB1

2.125%B2

2.125%B3

2.000%B4

2.000%B5

2.125%B6

2.125%C

2.750%


53

---



Senior Notes

On July 25, 2006, Virgin Media Finance PLC issued U.S. dollar denominated 9.125% senior notes due 2016 with 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, which began 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 in the group.

The
U.S. dollar denominated 8.75% senior notes due 2014 were issued by Virgin Media Finance PLC on April 13, 2004 and have a principal amount outstanding of $425 million.
The sterling denominated 9.75% senior notes due 2014 were issued by Virgin Media Finance PLC on April 13, 2004 and have a principal amount outstanding of £375 million. The
euro denominated 8.75% senior notes due 2014 were issued by Virgin Media Finance PLC on April 13, 2004 and have a principal amount outstanding of €225 million. 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.

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:



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 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. As at September 30, 2007, the corporate debt ratings and outlook assigned by the rating agencies engaged by us are as
follows:

Corporate
Rating

OutlookMoody's Investors Service Inc.

Ba3

NegativeStandard & Poor's

B+

Negative


54

---



On
July 3, 2007, Standard & Poor's changed the outlook for Virgin Media to "Negative', citing the possibility of increased leverage following receipt of a proposal from a
private-equity firm to acquire 100% of the company's stock. The Company's ratings were unchanged. On August 9, 2007, Moody's changed the outlook for Virgin Media to "Negative', citing increased
competitive pressure in the telephony and mobile businesses. The Company's ratings were unchanged.

Cash Dividends

We commenced the payment of regular quarterly dividends in June 2006. During the nine months ended September 30, 2007 and the year ended
December 31, 2006, the Company paid the following dividends:

|Board Declaration Date               |  | Per Share
Dividend |      | Record Date |                    | Payment Date |                    | Total
Amount
|------------------------------------ |  | ------------------ | ---- | ----------- | ------------------ | ------------ | ------------------ | ------------
|
|Year ended December 31, 2006         |  |                    |      |             |                    |              |                    |             
|May 18, 2006                         |  | $                  | 0.01 |             | June 12, 2006      |              | June 20, 2006      |             
|August 28, 2006                      |  |                    | 0.02 |             | September 12, 2006 |              | September 20, 2006 |             
|November 28, 2006                    |  |                    | 0.02 |             | December 12, 2006  |              | December 20, 2006  |             
|Nine months ended September 30, 2007 |  |                    |      |             |                    |              |                    |             
|February 27, 2007                    |  | $                  | 0.02 |             | March 12, 2007     |              | March 20, 2007     |             
|May 16, 2007                         |  |                    | 0.03 |             | June 12, 2007      |              | June 20, 2007      |             
|August 15, 2007                      |  |                    | 0.04 |             | September 12, 2007 |              | September 20, 2007 |             

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.

Off-Balance Sheet Arrangements

As of September 30, 2007, we had no off-balance sheet arrangements.

CONTRACTUAL OBLIGATIONS AND COMMERCIAL COMMITMENTS

The following table includes aggregate information about our contractual obligations as of September 30, 2007, and the periods in which payments are due
(in millions).

|                            |  |   |         | Payments Due by Period
|--------------------------- |  | - | ------- | ----------------------
|
|Long-Term Debt Obligations  |  | £ | 5,991.9 |                       
|Capital Lease Obligations   |  |   | 190.9   |                       
|Operating Lease Obligations |  |   | 347.7   |                       
|Purchase Obligations        |  |   | 663.8   |                       
|Interest Obligations        |  |   | 2,200.5 |                       
|                            |  |   |         |                       
|Total                       |  | £ | 9,394.8 |                       
|                            |  |   |         |                       
|Early termination charges   |  |   |         |                       
|                            |  |   |         |                       

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.

55

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There
have been no material changes in the nine months ending September 30, 2007 to our commercial commitments from what was disclosed in our Annual Report on
Form 10-K for the year ended December 31, 2006 as filed with the SEC on March 1, 2007.

ITEM 3.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There have been no material changes in the nine months ending September 30, 2007 to the information required under this Item from what was disclosed in our
Annual Report on Form 10-K for the year ended December 31, 2006 as filed with the SEC on March 1, 2007.

ITEM 4.    CONTROLS AND PROCEDURES

(a)   Disclosure Controls and Procedures

Our management, with the participation of our acting chief executive officer and chief 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 such evaluation, our acting chief executive officer and chief 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 the registrant in the reports the registrant files or submits under the Exchange Act is
recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission's rules and forms. These disclosure controls and procedures include, without
limitation, controls and procedures designed to ensure that information required to be disclosed by the registrant in the reports that it files or submits is accumulated and communicated to the
registrant's management, including our acting chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.

(b)   Changes in Internal Control Over Financial Reporting

On March 3, 2006, we completed the reverse acquisition of Telewest and on July 4, 2006, we completed the acquisition of Virgin Mobile. As a
consequence of our continued integration of these acquisitions, we have made and expect to make further material changes 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.

56

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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 in the nine months ended September 30, 2007 in the risk factors discussed under "Risk Factors" and elsewhere in our
Form 10-K for the year ended December 31, 2006 as filed with the SEC on March 1, 2007.

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, 2007.

ITEM 5.    OTHER INFORMATION

None.

57

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ITEM 6.    EXHIBITS

|3.1  |  | Second restated certificate of incorporation of Virgin Media Inc. (Incorporated by reference 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 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 |  | Compromise Agreement and Release, dated August 21, 2007, between Stephen Burch and Virgin Media Inc. (Incorporated by reference to the Current Report on Form 8-K of Virgin Media Inc. as filed with the Securities and Exchange Commission on August 21,
2007).
|10.2 |  | Form of Non-Qualified Stock Option Notice for UK employees.*                                                                                                                                                                                                    
|10.3 |  | Form of Non-Qualified Stock Option Notice for non-executive directors.*                                                                                                                                                                                         
|10.4 |  | Employment Agreement, dated September 18, 2007, between Virgin Media Inc. and Mark Schweitzer.*                                                                                                                                                                 
|10.5 |  | Form of Incentive Stock Option Notice.*                                                                                                                                                                                                                         
|10.6 |  | Amendment Letter No. 2, dated October 1, 2007, to the Trade Mark Licence between Virgin Enterprises Limited and Virgin Media Limited dated April 3, 2006 (previously filed).*                                                                                   
|31.1 |  | Certification of Chief Executive Officer, pursuant to Rule 13(a)-14(a) and Rule 15d-14(a) of the Exchange Act.*                                                                                                                                                 
|31.2 |  | Certification of Chief Financial Officer, pursuant to Rule 13(a)-14(a) and Rule 15d-14(a) of the Exchange Act.*                                                                                                                                                 
|32.1 |  | Certifications of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002.*                                                                                 

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SIGNATURES

Pursuant to the requirements of Section 13 or 15 (d) 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 8, 2007 |  | By:                                     
|Date: November 8, 2007 |  | By:                                     
|                       |  | VIRGIN MEDIA INVESTMENT HOLDINGS LIMITED
|Date: November 8, 2007 |  | By:                                     
|Date: November 8, 2007 |  | By:                                     

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