Virgin Media - Full Year and Fourth Quarter 2012 Results

Tue Feb 5, 2013 7:43pm EST

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A YEAR OF STRONG CUSTOMER GROWTH
LONDON--(Business Wire)--
Virgin Media Inc. (NASDAQ: VMED; LSE: VMED) announces results for the year and
quarter ended December 31, 2012. 

Solid financial performance

* Revenue up 2.7% to £4,101m for the year; up 1.6% to £1,040m for the quarter 
* OCF1 up 4.0% to £1,654m for the year; up 4.4% to £442m for the quarter

* Operating income of £699m for the year; £209m for the quarter

* FCF2 down 4.9% to £473m for the year; down 1.4% to £138m for the quarter

* Net cash provided by operating activities of £1,040m for the year; £232m for
the quarter

* Average number of shares in issue reduced 12% in the year with the repurchase
of 21m shares

Multiple sources of high quality revenue growth

* Cable revenue up 3.0% for the year; up 3.8% in the quarter

* Net cable customer additions of 88,700 in the year, 42,700 in the quarter 
* Cable ARPU up 2.1% to £48.87 in the quarter

* On-going improvement of customer base mix in the quarter

* TiVo customers increased 896,900 in the year, 187,300 in the quarter 
* Paying TV customers3 increased 210,000 in the year, 59,900 in the quarter 
* Superfast broadband customers (30Mb and above) increased 1.5m in the year,
419,400 in the quarter

* Business division revenue up 5.2% for the year; down 4.5% in the quarter

Neil Berkett, Chief Executive Officer of Virgin Media, said: "2012 was a year of
record cable customer growth, where mainstream demand for superfast broadband
and TiVo has led to lower churn and a strong increase in new subscribers.
Combined with growth in our business division, we have delivered solid financial
progress." 

Note: The notes preceding the Appendices relating to non-GAAP financial measures
and other matters and the Appendices to this earnings release are considered an
integral part of the financial and operational information in this release.
Financial and statistical information is as at and for the three months ended
December 31, 2012, unless otherwise stated. Comparisons of financial and
operating statistics are to the fourth quarter of 2011, unless otherwise stated.
Where financial information is given for the year ended December 31, 2012, any
comparisons are to the year ended December 31, 2011 unless otherwise stated.

Conference call details

There will not be a conference call to specifically discuss these results.
However, there will be a conference call to discuss the combination transaction
with Liberty Global, Inc. Details of that conference call can be found in the
press release detailing that transaction. 

Liberty Global

On February 5, 2013, Liberty Global, Inc. and Virgin Media Inc. announced that
they had entered into an agreement, subject to shareholder approvals, pursuant
to which Liberty Global, Inc. will acquire Virgin Media Inc. in a stock and cash
merger. For further information, please see the press release announcing the
proposed merger and other documents filed or to be filed with the SEC as further
detailed at the end of this release. 

This communication does not constitute an offer to sell or the solicitation of
an offer to buy any securities or a solicitation of any vote or approval. Lynx
Europe Limited, a company that has been established in connection with the
transaction, will file a registration statement with the Securities and Exchange
Commission (SEC), which will include a joint proxy statement of Virgin Media
Inc. and Liberty Global, Inc. VIRGIN MEDIA STOCKHOLDERS ARE ADVISED TO READ THE
REGISTRATION STATEMENT/JOINT PROXY STATEMENT WHEN IT BECOMES AVAILABLE
(INCLUDING ALL AMENDMENTS AND SUPPLEMENTS THERETO) BECAUSE IT WILL CONTAIN
IMPORTANT INFORMATION. Investors may obtain a free copy of the registration
statement/joint proxy statement (when it becomes available) and other relevant
documents filed by Liberty Global and Virgin Media with the SEC at the SEC`s Web
site at http://www.sec.gov. The joint proxy statement and such other documents
filed by Virgin Media with the SEC may also be obtained for free from the
Investor Relations section of Virgin Media`s web site (www.virginmedia.com) or
by directing a request to Virgin Media Limited, Media House, Bartley Wood
Business Park, Hook, Hampshire, RG27 9UP, UK, Attention: Investor Relations.
Copies of documents filed by Liberty Global with the SEC may also be obtained
for free from the Investor Relations section of Liberty Global`s website
(www.lgi.com) or by directing a request to Liberty Global, 12300 Liberty
Boulevard, Englewood, Colorado 80112, Attention: Investor Relations. 

Virgin Media and Liberty Global and their respective directors, executive
officers and other members of their respective management and employees are
deemed to be participants in the solicitation of proxies from their respective
stockholders in connection with the proposed transaction. Information concerning
the interests of Virgin Media`s participants in the solicitation, which may be
different than those of Virgin Media`s stockholders generally, is set forth in
Virgin Media`s proxy statement relating to its 2012 annual meeting of
stockholders filed with the SEC on April 30, 2012. Information concerning the
interests of Liberty Global`s participants in the solicitation, which may be
different than those of Liberty Global`s stockholders generally, is set forth in
Liberty Global`s proxy statement relating to its 2012 annual meeting of
stockholders filed with the SEC on April 27, 2012. Additional information
regarding the interests of those deemed participants in the proposed transaction
will be included in the registration statement/joint proxy statement to be filed
with the SEC in connection with the proposed transaction. 

Forward-looking statements

Various statements contained in this release may include "forward-looking
statements", both with respect to us and our industry, that reflect our current
views with respect to future events and financial performance Words like
"believe", "anticipate", "should", "intend", "plan", "will", "expects", "may",
"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 budgeted, whether expressed or implied, by these
forward-looking statements. 

These factors include the following factors relating to the proposed
transaction:

* The ability to obtain governmental and regulatory approvals of the transaction
on a timely basis; 
* Failure to realize the anticipated benefits and synergies of the transaction,
including as a result of a delay in completing the transaction or an increase in
costs associated with integration or a delay or difficulty in integrating the
businesses of Virgin Media and Liberty Global; 
* Limitation on the ability of Lynx Europe Limited, Liberty Global and/or Virgin
Media to incur new debt in connection with the transaction; 
* Any disruption from the proposed transaction making it more difficult to
maintain relationships with customers, employees or suppliers; 
* The outcome of litigation which may arise in connection with the transaction; 
* Failure to receive the approval of the stockholders of either Liberty Global
or Virgin Media for the transaction; and 
* The impact of legislative, regulatory and competitive changes and other risk
factors relating to the industry in which Virgin Media and Liberty Global
operate, as detailed from time to time in the reports of Virgin Media and
Liberty Global filed with the SEC.

In addition, factors relating to the ordinary course operation of our business
are discussed under "Risk Factors" and elsewhere in our annual report on Form
10-K for the year ended December 31, 2011, or the 2011 Annual Report, as filed
with the U.S. Securities and Exchange Commission, or SEC, on February 21, 2012
and on Form 10-Q for the three months ended September 30, 2012 as filed with the
SEC on October 31, 2012. We assume no obligation to update our forward-looking
statements to reflect actual results, changes in assumptions or changes in
factors affecting these statements. Virgin Media cautions that the foregoing
list of important factors that that may affect future results is not
exhaustive.

                                                                                                                                              
 SUMMARY FINANCIAL RESULTS                                                                                                                    
                                                            3 Months ended                              Year ended                            
                                                            Dec 31, 2012              Dec 31, 2011      Dec 31, 2012            Dec 31, 2011  
                                                            £m                        £m                £m                      £m            
 Revenue                                                                                                                                      
 Cable                                                      714.9                     688.5             2,804.0                 2,721.8       
 Mobile                                                     143.1                     142.2             554.8                   552.9         
 Non-cable                                                  16.4                      19.9              71.4                    79.7          
 Consumer segment - Total                                   874.4                     850.6             3,430.2                 3,354.4       
 Business segment                                           165.3                     173.1             670.3                   637.4         
 Total Revenue                                              1,039.7                   1,023.7           4,100.5                 3,991.8       
                                                                                                                                              
 OCF                                                        442.2                     423.7             1,653.5                 1,590.2       
                                                                                                                                              
 Operating income                                           208.6                     166.3             699.1                   540.2         
                                                                                                                                              
 FCF                                                        137.6                     139.6             473.1                   497.7         
                                                                                                                                              
 Net cash provided by operating activities                  232.1                     294.4             1,039.7                 1,149.1       
                                                                                                                                              
                                                                                                                                              
 SELECTED CONSUMER OPERATIONS STATISTICS                                                                                                      
                                                            Dec 31, 2012              Dec 31, 2011      Dec 31, 2012            Dec 31, 2011  
                                                            000's                     000's             000's                   000's         
                                                                                                                                              
 Consumer cable customers                                   4,894.3                   4,805.6           4,894.3                 4,805.6       
                                                                                                                                              
 Consumer cable products                                                                                                                      
 Broadband                                                  4,272.2                   4,102.9           4,272.2                 4,102.9       
 Television                                                 3,795.5                   3,763.1           3,795.5                 3,763.1       
 Telephone                                                  4,179.1                   4,132.7           4,179.1                 4,132.7       
                                                            12,246.8                  11,998.7          12,246.8                11,998.7      
                                                                                                                                              
 Mobile - contract                                          1,708.9                   1,523.9           1,708.9                 1,523.9       
                                                                                                                                              
                                                                                                                                              
                                                            3 Months ended                              Year ended                            
                                                            Dec 31, 2012              Dec 31, 2011      Dec 31, 2012            Dec 31, 2011  
                                                            000's                     000's             000's                   000's         
                                                                                                                                              
 Consumer cable customer net additions                      42.7                      15.0              88.7                    5.6           
                                                                                                                                              
 Net consumer cable product additions (disconnections)                                                                                        
 Broadband                                                  62.7                      30.0              169.3                   91.8          
 Television                                                 17.1                      1.1               32.4                    (15.7)        
 Telephone                                                  21.4                      (8.3)             46.4                    (29.0)        
                                                            101.2                     22.8              248.1                   47.1          
                                                                                                                                              
 Mobile - contract                                          38.0                      102.5             185.0                   313.1         
                                                                                                                                              
 Cable ARPU(4)                                              £48.87                    £47.85            £48.34                  £47.31        
                                                                                                                                              
 Mobile ARPU(5)                                             £15.13                    £15.46            £14.91                  £14.91        
                                                                                                                                              


OVERVIEW

A year of sustainable revenue growth

Total revenue for the year was up 2.7% to £4.1bn. Gross margin6 expanded to
60.3%, while SG&A increased by 2.7%, mainly due to a planned increase in
marketing expenses. This resulted in OCF increasing by 4.0% to £1,654m.
Operating income rose 29% to £699m. 

Free Cash Flow was down 4.9% to £473m for the year as OCF growth and lower
interest expense was offset by the an incremental £102m investment in our
broadband speed upgrade programme. Net cash provided by operating activities was
down 9.5% to £1,040m. 

We repurchased 20.5m shares during the year, reducing our average share count by
11.5%. 

Improved cable revenue growth

Full year consumer cable revenue increased by 3.0% to £2.8bn driven by 2.2%
cable ARPU growth and 1.8% growth in the customer base during the year. Consumer
cable revenue growth for the quarter was 3.8%, 

Cable customer net additions were 88,700 in the full year which is a record for
Virgin Media and a significant improvement on the 5,500 added in 2011. Net
additions for the quarter were 42,700 with gross additions increasing 2.8% while
gross disconnections fell 11.7%, a year-on-year improvement for the fifth
quarter in a row. This led to churn improving from 1.3% to 1.1%. 

We added a net 112,700 triple-play customers in the year and 36,800 during the
quarter, increasing triple-play penetration to 64.9% compared to 63.7% a year
ago. 

Strong demand for superfast broadband and TiVo

A year ago we introduced new product "Collections" which included superfast
broadband, TiVo and HD TV as standard. These were created to meet increasingly
widespread consumer demand for better connectivity and next generation
entertainment by further differentiating our products from those of our
competitors. 

During 2012, the number of customers on superfast speeds (30Mb and above)
increased by 1.5m, including 419,400 during the last quarter, taking the total
to 2.176m or 51% of our broadband base. Total broadband net additions in the
year were 169,300, with 62,700 in the quarter compared to 30,000 a year ago. 

Demand for even faster speeds remains strong with around 41% of new broadband
subscribers taking speeds of 60Mb or higher during Q4. Our programme to double
the broadband speeds of over 4m customers is on track with 76% of our network
upgraded for the new faster speeds. 

At the same time, the recognized appeal of our TiVo service is driving pay TV
growth. We added 896,900 more TiVo customers during 2012, including 187,300 in
the fourth quarter to reach a total of 1.33m or 35% of our TV customer base.
This uptake has helped to drive the overall number of paying TV customers, which
increased by 210,000 in the year, including 59,900 in the final quarter. 

We launched our Virgin TV Anywhere service towards the end of the year which
allows our TV customers to stream up to 45 live channels to tablets and
smartphones, with even more content available online, including thousands of
hours of on demand programming. It also allows Virgin Media TiVo customers to
connect to their TiVo boxes to manage their recordings wherever they are. 

We continue to add more TV content to all our entertainment services. After the
period end, we introduced two further HD channels from Turner Broadcasting,
bolstering the total number of HD channels available to our customers to 39. 

Mobile - continued contract revenue growth

Full year mobile revenue was £554.8m, which was relatively flat compared to 2011
as strong contract revenue growth was offset by prepay revenue decline and
regulatory changes to mobile termination rates ("MTR"). Contract service revenue
increased 8.9% to £399.8m in 2012, while prepay service revenue declined by 18%
to £140.7m. The MTR change reduced the amount of inbound mobile revenue we
received by approximately £24.1m. Mobile revenue would have increased by
approximately 4.5% excluding this regulatory factor. Due to a similar associated
reduction in interconnect costs for our mobile and fixed line businesses from
these regulatory rates changes, the impact on group OCF of the MTR changes was
broadly neutral. 

Mobile revenue grew by 0.6% or £0.9m in the quarter as a 4.6% growth in contract
service revenue to £102.3m was offset by a 16% prepay service revenue decline to
£34.9m and an approximate £6.5m regulatory MTR impact. 

We increased our contract mobile base by 38,100 in the quarter. The total
contract base increased 12% from a year ago to 1.7m, while our prepay subscriber
base reduced by 32,100 compared to a decline of 53,500 in the comparable period
last year. 

At the quarter-end, we had approximately 834,600 cable households with at least
one Virgin Mobile contract, which is up 15% year-on-year. These homes had around
1.2m contract mobiles. We also estimate we have a further 202,500 cable
households with at least one of our prepay phones, meaning total mobile
penetration of the cable base is around 21%, providing further significant
growth opportunities to cross-sell to the remaining 79%. 

Quad-play penetration, where a household takes all three cable products and at
least one mobile phone service, increased to around 15.8% of our residential
cable customer base, compared to around 14.5% a year ago. We have approximately
774,600 quad-play customers, which is up 11% year-on-year. 

Growing Business data

Full year Virgin Media Business ("VMB") revenue was £670.3m, up 5.2% on 2011
mainly due to growth in data revenues. VMB accounted for 30% of group revenue
growth. We have continued to make steady progress during the year with new
product launches and strategic contract wins. 

In the quarter, VMB revenue was £165.3m, down 4.5% mainly due to declining voice
revenues and reduced wholesale data revenue partially offset by growth in retail
data. 

During the quarter, we concluded agreements to enhance our provision of high
capacity connectivity to two existing customers, by modifying or extending these
tailored solutions. At the same time we negotiated separate agreements for the
provision of offnet, last mile Ethernet circuits from both counterparties, which
gives us greater choice and therefore lower costs going forward when looking at
providing off net solutions for our business customers. 

On signing these high capacity connectivity agreements we became entitled to a
combined £12 million under these contracts as up front cash payments. We have
recognized these payments as deferred revenue on our balance sheet, rather than
immediately in our profit and loss account. We expect to recognise substantially
all this deferred revenue and OCF in our profit and loss account over the next
three years. 

VMB will also be linking up public sector organisations across Yorkshire and
Humberside as part of a brand new Public Services Network (PSN) initiative. The
network is one of the first PSN projects to be delivered through the
Government`s PSN connectivity and services frameworks and has the potential to
connect up to 52 public service providers including local authorities, health,
police and other services. 

Retail data revenue was up 2.2% to £75.0m in the quarter. Retail voice revenue
was down 14% to £33.8m, reflecting a continuation of the structural decline in
this area. Wholesale data revenue was down 5.3% at £43.1m. Wholesale data
revenue in the fourth quarter of 2011 had been particularly high. Wholesale
voice revenue was down £2.2m at £5.0m. Local Area Network Solutions and other
revenue was flat at £8.4m. 

RESULTS FOR THE THREE MONTHS ENDED DECEMBER 31, 2012

Comparisons of financial and operating statistics are to the fourth quarter of
2011, unless otherwise stated.

TOTAL REVENUE

Total revenue was up 1.6% to £1,040m, due to consumer revenue growth partially
offset by a fall in business revenue. 

OPERATING COSTS AND SELLING, GENERAL AND ADMINISTRATIVE EXPENSES (SG&A)

Operating costs (exclusive of depreciation) were £405.8m, up 0.7% as higher
consumer cost of sales were partially offset by lower business cost of sales and
lower network and other operating costs. Gross margin percentage grew slightly
from 60.6% to 61.0%. 

SG&A fell by 2.7% to £191.7m reflecting lower employee and outsourcing and other
costs, partially offset by increased marketing and facilities costs. 

OPERATING INCOME BEFORE DEPRECIATION, AMORTIZATION, GOODWILL AND INTANGIBLE
ASSET IMPAIRMENTS AND RESTRUCTURING AND OTHER CHARGES (OCF)

OCF was up 4.4% at £442.2m, mainly due to improved revenue and gross margin and
reduced SG&A expenses. 

OPERATING INCOME

Operating income increased 25% to £208.6m, mainly due to the growth in revenue
and gross margin, reduced SG&A and reduced amortization expense. 

Depreciation expense was up 2.8% at £235.0m. The increase in depreciation
expense was primarily a result of depreciation in respect of fixed asset
additions with a generally shorter useful economic life than existing assets,
combined with the acceleration of depreciation on certain assets that will no
longer be required as a result of our re-tiering program, partially offset by
fixed assets becoming fully depreciated. 

No amortization expense was incurred, compared to £28.1m in the same quarter
last year, as all intangible assets subject to amortization became fully
amortized in the fourth quarter of 2011. 

Income tax benefit

Over the last two decades we have invested over £13bn building our cable network
and have incurred losses in operating that infrastructure. Under UK tax law
certain of these investment costs and operating losses are offset against future
operating profits, giving rise to deferred tax assets. We have historically
recorded a full valuation allowance to reduce the value of these assets to zero.


Under US GAAP accounting principles, we are required to continually evaluate the
need for a valuation allowance and have determined it is more likely than not
that in future we will generate sufficient pre-tax income to utilise
substantially all of our UK deferred tax assets related to unclaimed capital
allowances and net operating losses. An important factor in our assessment was
the fact that during 2012, we moved into a three year cumulative pre-tax profit
position in the UK for the first time. Therefore, as required by the applicable
accounting rules, we have reduced the valuation allowance, which has resulted in
a non-cash income tax benefit of £2.6billion. 

NET INCOME

Net income was £2.7bn compared to £48.2m in the fourth quarter last year. The
improvement was mainly due to the reduction in the deferred tax asset valuation
allowance outlined above. 

CAPITAL EXPENDITURE

Fixed assets

Fixed asset additions (accrual basis)7 in the quarter were down £18.3m to
£208.7m. This was mainly due to the fourth quarter of 2011 including £30m in
relation to conversion of TiVo operating leases to capital leases for set top
boxes received prior to that quarter, together with lower spend on non-upgrade
network activities and other projects, partially offset by £36.3m spent on our
broadband speed upgrade in the fourth quarter of 2012. 

The total purchase of fixed and intangible assets in the quarter was up £33.4m
at £210.8m mainly due to a reduction in assets acquired under capital leases.
Total purchase of fixed and intangible assets included £51.0m spent on the
ongoing broadband speed upgrade programme 

Fixed asset additions (accrual basis) in the full year were up 16% to £883.4m
mainly due to increased spend on consumer premise equipment and scalable
infrastructure related to the rollout of TiVo set top boxes and our broadband
speed upgrade. We incurred £114.1m on the broadband speed upgrade programme in
the year. 

The total purchase of fixed and intangible assets for the year was £783.2m,
which included £101.5m spent on the broadband upgrade programme. Excluding this
amount, total purchase of fixed and intangible assets was £681.7m, which
represents 16.6% of group revenue. 

Leasing

The total amount of fixed assets acquired under capital leases was £10.6m in the
quarter. We made principal payments on capital leases of £25.8m and the capital
lease balance decreased from £244.2m at the end of the third quarter to £229.0m
at the end of the fourth quarter. The interest charge on capital leases was
£3.5m during the quarter. 

For the full year, the total amount of fixed assets acquired under capital
leases was £88.9m, which represented 2.2% of revenue. We made principal payments
on capital leases of £97.4m and the capital lease balance decreased from £258.0m
to £229.0m during the year. The interest charge on capital leases was £16.0m for
the year. 

Capital expenditure guidance

It is anticipated that Virgin Media`s cash capital expenditure (purchase of
fixed and intangible assets) will remain 15% to 17% of revenue for 2013 and for
future years. In addition, it is expected that the cost of fixed assets acquired
under leases will continue to be no greater than 2% to 3% of revenue per annum,
in line with recent years. 

FREE CASH FLOW

Free Cash Flow for the quarter was down 1.4% to £137.6m mainly due to higher
purchase of fixed and intangible assets, partially offset by increased OCF and
lower net interest expense. Net cash provided by operating activities was down
21% at £232.1m mainly due to the premia paid on the redemption of debt partially
offset by increased operating income. 

DEBT

Refinancing

During the quarter, we issued $900m of dollar-denominated 4.875% Senior Notes
and £400m Senior Notes 5.125%, both due 2022. 

The net proceeds were used to repurchase all of our $850m dollar-denominated and
€180m euro-denominated 9.50% Senior Notes due 2016, and $93 million of our
dollar-denominated 8.375% Senior Notes and £97m of our sterling-denominated
8.875% Senior Notes, both due 2019, and to pay approximately £113m in premia and
related fees and expenses. 

These transactions allow us to lower our ongoing interest costs and enhance our
capital structure, by further extending our amortization schedule. 

Year-end debt

As of December 31, 2012, total debt consisted of £750m outstanding under our
Senior Credit Facility, £1,824m of Senior Notes, £2,582m of Senior Secured
Notes, £544m of Convertible Senior Notes and £229m of capital leases and other
indebtedness. Cash and cash equivalents were £206m. Net debt8 was £5,723m at the
quarter-end. 

Interest expense was £94.1m, down 10.8% mainly due to lower average interest
rates. 

"Safe Harbour" 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," "think",
"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 the following:

* We operate in highly competitive markets which may lead to a decrease in our
revenue, increased costs, customer churn or a reduction in the rate of customer
acquisition; 
* The sectors in which we compete are subject to rapid and significant changes
in technology, and the effect of technological changes on our businesses cannot
be predicted; 
* Our fixed line telephony is in decline and unlikely to improve; 
* A failure in our network and information systems could significantly disrupt
our operations, which could have a material adverse effect on those operations,
our business, our results of operations and financial conditions; 
* Unauthorized access to our network resulting in piracy could result in a loss
of revenue; 
* We rely on third-party suppliers and contractors to provide necessary
hardware, software or operational support and are sometimes reliant on them in a
way which could economically disadvantage us; 
* The "Virgin" brand is not under our control and the activities of the Virgin
Group and other licensees could have a material adverse effect on the goodwill
towards us as a licensee; 
* Our inability to provide popular programming or to obtain it at a reasonable
cost could potentially have a material adverse effect on the number of customers
or reduce margins; 
* Adverse economic developments could reduce customer spending for our TV,
broadband and telephony services and could therefore have a material adverse
effect on our revenue; 
* We are subject to currency and interest rate risks; 
* We are subject to tax in more than one jurisdiction and our structure poses
various tax risks; 
* Virgin Mobile relies on Everything Everywhere`s networks to carry its
communications traffic; 
* We do not insure the underground portion of our cable network and various
pavement-based electronics associated with our cable networks; 
* We are subject to significant regulation, and changes in the U.K. and EU laws,
regulations or governmental policy affecting the conduct of our business may
have a material adverse effect on our ability to set prices, enter new markets
or control our costs; 
* We have substantial indebtedness which may have a material adverse effect on
our available cash flow, our ability to obtain additional financing if necessary
in the future, our flexibility in reacting to competitive and technological
changes and our operations; 
* We may not be able to fund our debt service obligations in the future; and 
* The covenants under our debt agreements place certain limitations on our
ability to finance future operations and how we manage our business;

These and other factors are discussed in more detail under "Risk Factors" and
elsewhere in our annual report on Form 10-K for the year ended December 31,
2011, or the 2011 Annual Report, as filed with the U.S. Securities and Exchange
Commission, or SEC, on February 21, 2012. We assume no obligation to update our
forward-looking statements to reflect actual results, changes in assumptions or
changes in factors affecting these statements. 

Notes

Please see Appendix F for a reconciliation of all non-GAAP financial measures to
their nearest GAAP equivalents.

1 OCF is operating income before depreciation, amortization, goodwill and
intangible asset impairments and restructuring and other charges. OCF is a
non-GAAP financial measure and the most directly comparable GAAP measure is
operating income. 

2 Free Cash Flow, or FCF, is OCF reduced by purchase of fixed and intangible
assets, as reported in our statements of cash flows, and net interest expense,
as reported in our statements of operations. FCF is a non-GAAP financial measure
and the most directly comparable GAAP measure is net cash provided by operating
activities. 

3 Paying TV base is our total TV customer base less those on packages which
include a free TV service provided with a non-TiVo set top box. 

4 Full year Cable ARPU is calculated by dividing total annual revenue generated
from the provision of telephone, television and internet services to customers
who are directly connected to our network in that period together with revenue
generated form our customers using our virginmedia.com website, exclusive of
VAT, by the average number of customers directly connected to our network in the
period divided by twelve. The average number of customers is calculated by
adding the number of customers at the start of the year and at the end of each
month of the year and dividing by thirteen. 

5 Full year Mobile ARPU is calculated by dividing total annual mobile service
revenue (contract and prepay) for the period by the average number of active
customers (contract and prepay) for the period, divided by twelve. The average
number of customers is calculated by adding the number of customers at the start
of the year and at the end of each month of the year and dividing by thirteen. 

6 Gross margin is revenue less operating costs. Gross margin percentage is
revenue less operating costs, divided by revenue. 

7 Based on closing share price as of February 4, 2013 and 269.3m shares
outstanding at December 31, 2012. 

8 Net Debt to OCF is Net Debt divided by OCF on a hedged last twelve months
basis. It is hedged Net Debt divided by OCF for the last twelve months. Net Debt
and Net Debt to OCF are non-GAAP financial measures. See Appendix F for
calculations. 

9 Fixed asset additions (accrual basis) is the purchase of fixed and intangible
assets as measured on an accrual basis, excluding asset retirement obligation
related assets. Fixed asset additions (accrual basis) is a non-GAAP financial
measure and the most directly comparable GAAP measure is purchase of fixed and
intangible assets. 

10 Net Debt is long term debt inclusive of current portion, less cash and cash
equivalents. Net debt is a non-GAAP financial measure and the most directly
comparable GAAP measure is long term debt (net of current portion.)

                                                                                                                               
 Appendices:                                                                                                                   
 A)     Financial Statements                                                                                                   
        •                                                 Condensed Consolidated Statements of Comprehensive Income            
        •                                                 Condensed Consolidated Balance Sheets                                
        •                                                 Condensed Consolidated Statements of Cash Flows                      
        •                                                 Quarterly Condensed Consolidated Statements of Comprehensive Income  
        •                                                 Quarterly Condensed Consolidated Statements of Cash Flows            
 B1)    Quarterly Segment Revenue and Contribution, OCF and Operating Income                                                   
 B2)    Quarterly Costs and Expenses                                                                                           
 C1)    Cable Operations Statistics                                                                                            
 C2)    Non-Cable Operations Statistics                                                                                        
 C3)    Mobile Operations Statistics                                                                                           
 D)     Free Cash Flow Calculation (FCF)                                                                                       
 E1)    Fixed Asset Additions (Accrual Basis)                                                                                  
 E2)    Capital Lease Activity                                                                                                 
 F)     Use of Non-GAAP Financial Measures and Reconciliations to GAAP                                                         
                                                                                                                               


 A)                                      FINANCIAL STATEMENTS                                                                                                                                     
                                                                                                                                                                                                  
 CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME                                                                                                                                        
 (in £ millions, except per share data) (unaudited)                                                                                                                                               
                                                                                                                                                                                                  
                                                                                                                              Three months ended                     Year ended                   
                                                                                                                              December 31,                           December 31,                 
                                                                                                                              2012                2011               2012              2011       
                                                                                                                                                                                                  
                                                                                                                                                                                                  
 Revenue                                                                                                                      £ 1,039.7           £ 1,023.7          £ 4,100.5         £ 3,991.8  
                                                                                                                                                                                                  
 Costs and expenses                                                                                                                                                                               
                                         Operating costs (exclusive of depreciation shown separately below)                   405.8               402.9              1,629.2           1,605.6    
                                         Selling, general and administrative expenses                                         191.7               197.1              817.8             796.0      
                                         Restructuring and other charges                                                      (1.4)               0.7                2.7               8.4        
                                         Depreciation                                                                         235.0               228.6              951.7             923.2      
                                         Amortization                                                                         -                   28.1               -                 118.4      
                                                                                                                              831.1               857.4              3,401.4           3,451.6    
 Operating income                                                                                                             208.6               166.3              699.1             540.2      
                                                                                                                                                                                                  
 Other income (expense)                                                                                                                                                                           
                                         Interest expense                                                                     (94.1)              (105.5)            (398.5)           (440.8)    
                                         Loss on extinguishment of debt                                                       (129.2)             -                  (187.8)           (47.2)     
                                         Share of income from equity investments                                              -                   -                  -                 18.6       
                                         Gain (loss) on disposal of equity investments                                        -                   0.8                -                 (7.2)      
                                         Gain (loss) on derivative instruments                                                80.2                (10.2)             148.1             (50.7)     
                                         Foreign currency loss                                                                (0.8)               (3.2)              (6.3)             (2.4)      
                                         Interest income and other, net                                                       0.3                 (1.2)              6.8               82.6       
 Income from continuing operations before income taxes                                                                        65.0                47.0               261.4             93.1       
                                         Income tax (expense) benefit                                                         2,592.0             1.2                2,591.2           (16.0)     
 Income from continuing operations                                                                                            2,657.0             48.2               2,852.6           77.1       
 Loss on discontinued operations, net of tax                                                                                  -                   -                  -                 (1.2)      
 Net income                                                                                                                   £ 2,657.0           £ 48.2             £ 2,852.6         £ 75.9     
 Other Comprehensive income, net of tax                                                                                                                                                           
                                         Currency translation adjustment                                                      £ (1.1)             £ (0.9)            £ 11.3            £ (12.7)   
                                         Net (losses) gains on derivatives, net of tax                                        (19.8)              (0.2)              (130.3)           (24.2)     
                                         Reclassification of derivative gains (losses) to net income, net of tax              4.7                 (1.3)              94.2              1.0        
                                         Pension liability adjustment, net of tax                                             (12.8)              (20.1)             (11.0)            (20.6)     
 Other Comprehensive income, net of tax                                                                                       £ (29.0)            £ (22.5)           £ (35.8)          £ (56.5)   
 Comprehensive income                                                                                                         £ 2,628.0           £ 25.7             £ 2,816.8         £ 19.4     
                                                                                                                                                                                                  
 Per share amounts                                                                                                                                                                                
 Income from continuing operations                                                                                                                                                                
                                         Basic earnings per share                                                             £ 9.88              £ 0.16             £ 10.40           £ 0.25     
                                         Diluted earnings per share                                                           £ 8.19              £ 0.16             £ 8.75            £ 0.24     
                                                                                                                                                                                                  
 Net income                                                                                                                                                                                       
                                         Basic earnings per share                                                             £ 9.88              £ 0.16             £ 10.40           £ 0.24     
                                         Diluted earnings per share                                                           £ 8.19              £ 0.16             £ 8.75            £ 0.24     
 Dividends per share (in U.S. Dollars)                                                                                        $0.04               $0.04              $0.16             $0.16      
                                                                                                                                                                                                  


                                                                                                                                     
 CONDENSED CONSOLIDATED BALANCE SHEETS                                                                                               
 (in £ millions, except par value)                                                                                                   
                                                                                                                                     
                                                                                                       December 31,    December 31,  
                                                                                                       2012            2011          
                                                                                                       (unaudited)                   
 Assets                                                                                                                              
 Current assets                                                                                                                      
 Cash and cash equivalents                                                                             £ 206.3         £ 300.4       
 Restricted cash                                                                                       1.9             1.9           
 Accounts receivable - trade, less allowances for doubtful accounts of £9.0 (2012) and £10.9 (2011)    443.8           435.4         
 Derivative financial instruments                                                                      6.1             9.5           
 Prepaid expenses and other current assets                                                             103.2           97.0          
 Deferred income taxes                                                                                 52.9            -             
 Total current assets                                                                                  814.2           844.2         
 Fixed assets, net                                                                                     4,512.2         4,602.7       
 Goodwill and other indefinite-lived assets                                                            2,017.5         2,017.5       
 Derivative financial instruments                                                                      461.6           347.9         
 Deferred financing costs, net of accumulated amortization of £50.6 (2012) and £44.0 (2011)            61.5            75.7          
 Deferred income taxes                                                                                 2,586.1         -             
 Other assets                                                                                          51.2            50.8          
 Total assets                                                                                          £ 10,504.3      £ 7,938.8     
                                                                                                                                     
 Liabilities and shareholders' equity                                                                                                
 Current liabilities                                                                                                                 
 Accounts payable                                                                                      £ 349.3         £ 304.4       
 Accrued expenses and other current liabilities                                                        319.6           373.1         
 Derivative financial instruments                                                                      8.1             16.7          
 VAT and employee taxes payable                                                                        85.5            88.4          
 Interest payable                                                                                      67.7            106.8         
 Deferred revenue                                                                                      316.7           311.8         
 Current portion of long term debt                                                                     77.1            76.6          
 Total current liabilities                                                                             1,224.0         1,277.8       
 Long term debt, net of current portion                                                                5,852.0         5,778.5       
 Derivative financial instruments                                                                      101.9           53.6          
 Deferred revenue and other long term liabilities                                                      168.8           190.0         
 Total liabilities                                                                                     7,346.7         7,299.9       
                                                                                                                                     
 Shareholders' equity                                                                                                                
 Common stock - $0.01 par value; authorized 1,000.0 (2012 and 2011) shares; issued                                                   
 and outstanding 269.3 (2012) and 286.7 (2011) shares                                                  1.4             1.6           
 Additional paid-in capital                                                                            3,658.9         3,866.6       
 Accumulated other comprehensive income                                                                (5.8)           30.0          
 Accumulated deficit                                                                                   (496.9)         (3,259.3)     
 Total shareholders' equity                                                                            3,157.6         638.9         
 Total liabilities and shareholders' equity                                                            £ 10,504.3      £ 7,938.8     
                                                                                                                                     


 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS                                                                                
 (in £ millions) (unaudited)                                                                                                    
                                                                                                                                
                                                                                           Year ended                           
                                                                                           December 31,                         
                                                                                           2012                      2011       
 Operating activities:                                                                                                          
 Net income                                                                                £ 2,852.6                 £ 75.9     
 Loss from discontinued operations                                                         -                         1.2        
 Income from continuing operations                                                         2,852.6                   77.1       
                                                                                                                                
 Adjustments to reconcile income from continuing operations to net cash provided                                                
 provided by operating activities:                                                                                              
 Depreciation and amortization                                                             951.7                     1,041.6    
 Non-cash interest                                                                         (0.6)                     10.5       
 Share based compensation                                                                  20.9                      22.5       
 Loss on extinguishment of debt, net of cash prepayment premiums                           35.7                      31.7       
 Income from equity accounted investments, net of dividends received                       -                         (0.6)      
 Unrealized gains on derivative instruments, net of cash settlements                       (160.6)                   12.8       
 Unrealized foreign currency (gain) loss                                                   (1.2)                     0.9        
 Loss on disposal of equity investments                                                    -                         7.2        
 Income taxes                                                                              (2,588.1)                 19.6       
 Other                                                                                     -                         7.0        
 Changes in operating assets and liabilities, net of effect from business disposals        (70.7)                    (81.2)     
 Net cash provided by operating activities                                                 1,039.7                   1,149.1    
                                                                                                                                
 Investing activities:                                                                                                          
 Purchase of fixed and intangible assets                                                   (783.2)                   (656.7)    
 Proceeds from sale of fixed assets                                                        2.6                       2.2        
 Principal repayments on loans to equity investments                                       -                         108.2      
 Acquisitions, net of cash acquired                                                        (0.6)                     (14.6)     
 Disposal of equity investments, net                                                       (2.5)                     243.4      
 Other                                                                                     -                         2.8        
 Net cash used in investing activities                                                     (783.7)                   (314.7)    
                                                                                                                                
 Financing activities:                                                                                                          
 New borrowings, net of financing costs                                                    1,441.7                   977.0      
 Repurchase of common stock                                                                (330.2)                   (635.0)    
 Proceeds from employee stock option exercises, net of taxes reimbursed                    8.2                       17.5       
 Principal payments on long term debt                                                      (1,317.2)                 (1,315.8)  
 Principal payments on capital leases                                                      (97.7)                    (79.2)     
 Proceeds from settlement of cross currency interest rate swaps                            (26.0)                    65.5       
 Dividends paid                                                                            (27.3)                    (31.1)     
 Net cash used in financing activities                                                     (348.5)                   (1,001.1)  
                                                                                                                                
 Cash flow from discontinued operations:                                                                                        
 Net cash used in operating activities                                                     -                         (10.4)     
 Net cash used in discontinued operations                                                  -                         (10.4)     
                                                                                                                                
 Effect of exchange rate changes on cash and cash equivalents                              (1.6)                     (2.0)      
 (Decrease) increase in cash and cash equivalents                                          (94.1)                    (179.1)    
 Cash and cash equivalents, beginning of period                                            300.4                     479.5      
 Cash and cash equivalents, end of period                                                  £ 206.3                   £ 300.4    
                                                                                                                                
 Supplemental disclosure of cash flow information                                                                               
 Cash paid during the period for interest exclusive of amounts capitalized                 £ 406.9                   £ 435.2    
                                                                                                                                


 QUARTERLY CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME                                                                                                 
 (in £ millions, except per share data) (unaudited)                                                                                                                  
                                                                                                                                                                     
                                                                                Three months ended                                                                   
                                                                                December 31,       September 30,       June 30,        March 31,       December 31,  
                                                                                2012               2012                2012            2012            2011          
                                                                                                                                                                     
                                                                                                                                                                     
 Revenue                                                                        £ 1,039.7          £ 1,027.7           £ 1,026.9       £ 1,006.2       £ 1,023.7     
                                                                                                                                                                     
 Costs and expenses                                                                                                                                                  
                               Operating costs (exclusive of depreciation                                                                                            
                               shown separately below)                          405.8              403.3               403.2           416.9           402.9         
                               Selling, general and administrative expenses     191.7              201.7               211.6           212.8           197.1         
                               Restructuring and other charges                  (1.4)              (0.8)               (0.5)           5.4             0.7           
                               Depreciation                                     235.0              243.5               233.0           240.2           228.6         
                               Amortization                                     -                  -                   -               -               28.1          
                               Total costs and expenses                         831.1              847.7               847.3           875.3           857.4         
 Operating income                                                               208.6              180.0               179.6           130.9           166.3         
 Other income (expense)                                                                                                                                              
                               Interest expense                                 (94.1)             (100.2)             (98.6)          (105.6)         (105.5)       
                               Loss on extinguishment of debt                   (129.2)            -                   -               (58.6)          -             
                               Gain on sale of equity investments               -                  -                   -               -               0.8           
                               Gain (loss) on derivative instruments            80.2               44.0                (20.6)          44.5            (10.2)        
                               Foreign currency gain (loss)                     (0.8)              0.3                 (1.4)           (4.4)           (3.2)         
                               Interest income and other, net                   0.3                0.2                 6.0             0.3             (1.2)         
 Income from continuing operations                                                                                                                                   
 before income taxes                                                            65.0               124.3               65.0            7.1             47.0          
                               Income tax (expense) benefit                     2,592.0            (0.4)               (0.3)           (0.1)           1.2           
 Income from continuing operations                                              2,657.0            123.9               64.7            7.0             48.2          
 Discontinued operations                                                                                                                                             
                               Loss on disposal, net of tax                     -                  -                   -               -               -             
 Loss on discontinued operations,                                                                                                                                    
                               net of tax                                       -                  -                   -               -               -             
 Net income                                                                     £ 2,657.0          £ 123.9             £ 64.7          £ 7.0           £ 48.2        
 Other Comprehensive income, net of tax                                                                                                                              
                               Currency translation adjustment                  (1.1)              9.5                 (6.6)           9.5             (0.9)         
                               Net (losses) gains on derivatives, net of tax    (19.8)             (75.6)              31.5            (66.4)          (0.2)         
                               Reclassification of derivative gains (losses)                                                                                         
                               to net income, net of tax                        4.7                57.0                (29.3)          61.8            (1.3)         
                               Pension liability adjustment, net of tax         (12.8)             0.6                 1.2             -               (20.1)        
 Comprehensive income                                                           £ 2,628.0          £ 115.4             £ 61.5          £ 11.9          £ 25.7        
                                                                                                                                                                     
 Per share amounts                                                                                                                                                   
 Income from continuing operations                                                                                                                                   
                               Basic earnings per share                         £ 9.88             £ 0.46              £ 0.23          £ 0.02          £ 0.16        
                               Diluted earnings per share                       £ 8.19             £ 0.41              £ 0.22          £ 0.02          £ 0.16        
                                                                                                                                                                     
 Net income                                                                                                                                                          
                               Basic earnings per share                         £ 9.88             £ 0.46              £ 0.23          £ 0.02          £ 0.16        
                               Diluted earnings per share                       £ 8.19             £ 0.41              £ 0.22          £ 0.02          £ 0.16        
 Average number of shares outstanding                                           268.9              269.8               276.2           282.3           294.1         
                                                                                                                                                                     


 QUARTERLY CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS                                                                                   
 (in £ millions, except per share data) (unaudited)                                                                                          
                                                                                                                                             
                                                         Three months ended                                                                  
                                                         December 31,       September 30,       June 30,       March 31,       December 31,  
                                                         2012               2012                2012           2012            2011          
                                                                                                                                             
 Operating activities                                                                                                                        
 Net income                                              £ 2,657.0          £ 123.9             £ 64.7         £ 7.0           £ 48.2        
 Loss on discontinued operations                         -                  -                   -              -               -             
 Income from continuing operations                       2,657.0            123.9               64.7           7.0             48.2          
                                                                                                                                             
 Adjustments to reconcile net income                                                                                                         
 from continuing operations to                                                                                                               
 net cash provided by operating activities:                                                                                                  
 Depreciation and amortization                           235.0              243.5               233.0          240.2           256.7         
 Non-cash interest                                       (30.2)             32.0                (20.3)         17.9            (3.6)         
 Share based compensation                                3.8                3.4                 6.1            7.6             5.3           
 Loss on extinguishment of debt, net of cash                                                                                                 
 prepayment premiums                                     25.2               -                   -              10.5            -             
 Income from equity accounted investments,                                                                                                   
 net of dividends received                               -                  -                   -              -               -             
 Unrealized losses (gains) on derivative instruments,                                                                                        
 net of cash settlements                                 (83.3)             (48.4)              17.6           (46.5)          (16.8)        
 Foreign currency (gains) losses                         (0.1)              (0.4)               -              (0.7)           0.6           
 Gain on disposal of equity investments                  -                  -                   -              -               (0.8)         
 Income taxes                                            (2,592.2)          1.1                 1.6            1.4             (2.1)         
 Other                                                   -                  -                   -              -               1.7           
 Changes in operating assets and liabilities             16.9               9.4                 (71.7)         (25.3)          5.2           
 Net cash provided by operating activities               232.1              364.5               231.0          212.1           294.4         
                                                                                                                                             
 Investing activities                                                                                                                        
 Purchase of fixed and intangible assets                 (210.8)            (202.7)             (185.6)        (184.1)         (177.4)       
 Proceeds from the sale of fixed assets                  0.5                0.4                 0.8            0.9             0.7           
 Principal repayments on loans to equity investments     -                  -                   -              -               -             
 Acquisitions, net of cash acquired                      -                  -                   -              (0.6)           -             
 Disposal of equity investments, net                     -                  -                   -              (2.5)           2.4           
 Other                                                   -                  -                   -              -               0.3           
 Net cash (used in) provided by investing activities     (210.3)            (202.3)             (184.8)        (186.3)         (174.0)       
                                                                                                                                             
 Financing activities                                                                                                                        
 New borrowings, net of financing costs                  1,026.1            -                   99.7           315.9           (0.2)         
 Repurchase of common stock                              -                  (112.6)             (60.3)         (157.3)         (188.0)       
 Proceeds from employee stock option exercises,                                                                                              
 net of taxes reimbursed                                 8.8                1.5                 -              (2.1)           3.1           
 Principal payments on long term debt                    (902.9)            (100.1)             (0.1)          (314.1)         (50.1)        
 Principal payments on capital leases                    (25.9)             (21.7)              (28.8)         (21.3)          (16.5)        
 Proceeds from settlement of cross currency interest                                                                                         
 rate swaps                                              (28.3)             -                   -              2.3             -             
 Dividends paid                                          (6.6)              (6.6)               (7.1)          (7.0)           (7.4)         
 Net cash provided by (used in) financing activities     71.2               (239.5)             3.4            (183.6)         (259.1)       
                                                                                                                                             
 Cash flow from discontinued operations                                                                                                      
 Net cash used in operating activities                   -                  -                   -              -               -             
 Net cash used in discontinued operations                -                  -                   -              -               -             
                                                                                                                                             
 Effect of exchange rate changes on cash                                                                                                     
 and cash equivalents                                    (0.1)              (0.2)               0.2            (1.5)           0.8           
 (Decrease) increase in cash and cash equivalents        92.9               (77.5)              49.8           (159.3)         (137.9)       
 Cash and cash equivalents at beginning of period        113.4              190.9               141.1          300.4           438.3         
 Cash and cash equivalents at end of period              £ 206.3            £ 113.4             £ 190.9        £ 141.1         £ 300.4       
                                                                                                                                             
 Supplemental disclosure of cash flow information                                                                                            
 Cash paid during the period for interest                                                                                                    
 exclusive of amounts capitalized                        £ 126.9            £ 72.8              £ 116.3        £ 90.9          £ 110.7       
                                                                                                                                             


 B1) QUARTERLY SEGMENT REVENUE AND CONTRIBUTION, TOTAL OCF AND OPERATING INCOME                                                                    
 (in £ millions) (unaudited)                                                                                                                       
                                                                                                                                                   
                                          Three months ended                                                                                       
                                          December 31,          September 30,              June 30,               March 31,          December 31,  
                                          2012                  2012                       2012                   2012               2011          
                                                                                                                                                   
 Revenue                                                                                                                                           
 Consumer segment                                                                                                                                  
 Cable                                    £ 714.9               £ 704.7                    £ 706.1                £ 678.3            £ 688.5       
 Mobile                                   143.1                 136.8                      136.4                  138.5              142.2         
 Non-cable                                16.4                  17.6                       18.4                   19.0               19.9          
 Total                                    874.4                 859.1                      860.9                  835.8              850.6         
 Business segment                                                                                                                                  
 Business                                 165.3                 168.6                      166.0                  170.4              173.1         
                                                                                                                                                   
 Total revenue                            £ 1,039.7             £ 1,027.7                  £ 1,026.9              £ 1,006.2          £ 1,023.7     
                                                                                                                                                   
 Segment contribution                                                                                                                              
 Consumer segment                         £ 530.9               £ 521.9                    £ 513.7                £ 486.7            £ 518.5       
 Business segment                         102.4                 95.5                       91.7                   91.2               102.9         
 Total segment contribution               633.3                 617.4                      605.4                  577.9              621.4         
 Other operating and corporate costs      (191.1)               (194.7)                    (193.3)                (201.4)            (197.7)       
 OCF (1)                                  442.2                 422.7                      412.1                  376.5              423.7         
 Depreciation                             (235.0)               (243.5)                    (233.0)                (240.2)            (228.6)       
 Amortization                             -                     -                          -                      -                  (28.1)        
 Restructuring and other charges          1.4                   0.8                        0.5                    (5.4)              (0.7)         
 Consolidated operating income            £ 208.6               £ 180.0                    £ 179.6                £ 130.9            £ 166.3       
                                                                                                                                                   


 (1)  OCF is a non-GAAP financial measure. See Appendix F for a discussion of the use of OCF as a non-GAAP financial measure and the reconciliation of OCF to GAAP operating income.  
                                                                                                                                                                                      


 B2) QUARTERLY COSTS AND EXPENSES                                                                                                                   
 (in £ millions) (unaudited)                                                                                                                        
                                                                                                                                                    
                                            Three months ended                                                                                      
                                            December 31,          September 30,              June 30,              March 31,          December 31,  
                                            2012                  2012                       2012                  2012               2011          
                                                                                                                                                    
 Costs and expenses                                                                                                                                 
 Operating costs                                                                                                                                    
 Consumer cost of sales                     £ 263.1               £ 245.1                    £ 251.4               £ 255.5            £ 253.8       
 Business cost of sales                     48.0                  56.8                       56.7                  61.6               54.0          
 Network and other operating costs (1)      94.7                  101.4                      95.1                  99.8               95.1          
 Total operating costs                      £ 405.8               £ 403.3                    £ 403.2               £ 416.9            £ 402.9       
                                                                                                                                                    
 Selling, general and                                                                                                                               
 administrative expenses                                                                                                                            
 Employee and outsourcing costs (2)         £ 106.8               £ 110.0                    £ 109.7               £ 116.0            £ 115.8       
 Marketing costs (3)                        39.0                  46.7                       54.1                  52.6               33.3          
 Facilities (4)                             16.0                  15.4                       15.8                  14.4               14.0          
 Other (5)                                  29.9                  29.6                       32.0                  29.8               34.0          
 Total selling, general and                                                                                                                         
 administrative expenses                    £ 191.7               £ 201.7                    £ 211.6               £ 212.8            £ 197.1       
                                                                                                                                                    


 (1)    Network and other operating costs includes costs associated with the provision of the network and operating platforms including associated employee, outsourcing and facilities costs and certain other operating expenses.  
 (2)    Employee and outsourcing costs includes remuneration and benefits, temporary and contract staff, training and stock-based compensation costs together with costs of all major outsourced business activities.                
 (3)    Marketing costs includes advertising, brand costs, agency fees, support and research, public relations and internal communications costs.                                                                                    
 (4)    Facilities costs include building costs, service costs, repairs and maintenance and utilities costs.                                                                                                                         
 (5)    Other costs include billing, collections and bad debt, IT, legal and professional, license, insurance, and other indirect costs.                                                                                             
                                                                                                                                                                                                                                     


 C1) CABLE OPERATIONS STATISTICS (excluding Non-cable and Mobile Operations)                                                                   
 (data in 000's except percentages, products, customers and Cable ARPU)                                                                        
                                                                                                                                               
                                          Three months ended                                                                                   
                                          December 31,      September 30,      June 30,                March 31,                 December 31,  
                                          2012              2012               2012                    2012                      2011          
 Customers                                                                                                                                     
 Opening Customers                        4,851.6           4,812.1                      4,826.8                   4,805.6       4,790.6       
 Gross adds                               208.7             243.0                        181.7                     189.3         203.1         
 Gross disconnects                        (166.0)           (203.5)                      (196.4)                   (168.1)       (188.1)       
 Net customer adds (disconnects)          42.7              39.5                         (14.7)                    21.2          15.0          
 Closing Customers                        4,894.3           4,851.6                      4,812.1                   4,826.8       4,805.6       
                                                                                                                                               
 Monthly Cable customer churn %           1.1%              1.4%                         1.4%                      1.2%          1.3%          
                                                                                                                                               
 Products                                                                                                                                      
 Opening products                         12,145.6          12,068.6                     12,071.5                  11,998.7      11,975.9      
 Net product adds (disconnects)           101.2             77.0                         (2.9)                     72.8          22.8          
 Closing products                         12,246.8          12,145.6                     12,068.6                  12,071.5      11,998.7      
                                                                                                                                               
 Net product adds (disconnects)                                                                                                                
 Telephone                                21.4              9.4                          0.7                       14.9          (8.3)         
 Television                               17.1              10.7                         (7.6)                     12.2          1.1           
 Broadband                                62.7              56.9                         4.0                       45.7          30.0          
 Total Net product adds (disconnects)     101.2             77.0                         (2.9)                     72.8          22.8          
                                                                                                                                               
 Products                                                                                                                                      
 Telephone                                4,179.1           4,157.7                      4,148.3                   4,147.6       4,132.7       
 Television                               3,795.5           3,778.4                      3,767.7                   3,775.3       3,763.1       
 Broadband                                4,272.2           4,209.5                      4,152.6                   4,148.6       4,102.9       
 Total products                           12,246.8          12,145.6                     12,068.6                  12,071.5      11,998.7      
                                                                                                                                               
 Products / Customer                      2.50              2.50                         2.51                      2.50          2.50          
                                                                                                                                               
 Bundled Customers                                                                                                                             
 Dual products                            1,003.9           1,019.1                      1,042.0                   1,062.0       1,069.8       
 Triple products                          3,174.3           3,137.5                      3,107.3                   3,091.3       3,061.6       
 Percentage of dual or triple products    85.4%             85.7%                        86.2%                     86.0%         86.0%         
 Percentage of triple products            64.9%             64.7%                        64.6%                     64.0%         63.7%         
                                                                                                                                               
 Cable ARPU (1)                           £ 48.87           £ 48.73                      £ 48.82                   £ 46.95       £ 47.85       
 ARPU calculation:                                                                                                                             
 Consumer cable revenue (millions)        £ 714.9           £ 704.7                      £ 706.1                   £ 678.3       £ 688.5       
 Average customers                        4,875.9           4,820.6                      4,821.1                   4,816.6       4,796.9       
                                                                                                                                               


 (1)    Cable monthly ARPU is calculated on a quarterly basis by dividing total revenue generated from the provision of telephone, television and internet services to customers  
        who are directly connected to our network in that period together with revenue generated from our customers using our virginmedia.com website, exclusive of VAT, by the   
        average number of customers directly connected to our network in that period divided by three. The average number of customers is calculated by adding the number of      
        customers at the start of the quarter and at the end of each month of the quarter and dividing by four.                                                                   
                                                                                                                                                                                  


 C2) NON-CABLE OPERATIONS STATISTICS                                                                                                                
 (data in 000's)                                                                                                                                    
                                            Three months ended                                                                                      
                                            December 31,           September 30,      June 30,               March 31,                December 31,  
                                            2012                   2012               2012                   2012                     2011          
 Customers                                                                                                                                          
 Opening Customers                          203.9                  218.6                        233.0                    248.2        261.3         
 Net customer (disconnects) adds            (11.1)                 (14.7)                       (14.4)                   (15.2)       (13.1)        
 Closing Customers                          192.8                  203.9                        218.6                    233.0        248.2         
                                                                                                                                                    
 Products                                                                                                                                           
 Opening products                                                                                                                                   
 Telephone                                  136.5                  146.7                        155.3                    163.3        169.7         
 Broadband                                  203.9                  218.6                        233.0                    248.2        260.7         
                                            340.4                  365.3                        388.3                    411.5        430.4         
                                                                                                                                                    
 Net product adds (disconnects)                                                                                                                     
 Telephone                                  (6.0)                  (10.2)                       (8.6)                    (8.0)        (6.4)         
 Broadband                                  (11.1)                 (14.7)                       (14.4)                   (15.2)       (12.5)        
                                            (17.1)                 (24.9)                       (23.0)                   (23.2)       (18.9)        
                                                                                                                                                    
 Closing products                                                                                                                                   
 Telephone                                  130.5                  136.5                        146.7                    155.3        163.3         
 Broadband                                  192.8                  203.9                        218.6                    233.0        248.2         
                                            323.3                  340.4                        365.3                    388.3        411.5         
                                                                                                                                                    
                                                                                                                                                    
 C3) MOBILE OPERATIONS STATISTICS                                                                                                                   
 (data in 000's except ARPU)                                                                                                                        
                                                                                                                                                    
                                            Three months ended                                                                                      
                                            December 31,           September 30,      June 30,               March 31,                December 31,  
                                            2012                   2012               2012                   2012                     2011          
 Contract Customers (1)(2)                                                                                                                          
 Opening Contract Customers                 1,670.9                1,641.9                      1,588.0                  1,523.9      1,421.4       
 Net contract customer adds                 38.0                   29.0                         53.9                     64.1         102.5         
 Closing Contract Customers (1)             1,708.9                1,670.9                      1,641.9                  1,588.0      1,523.9       
                                                                                                                                                    
 Prepay Customers (2)                                                                                                                               
 Opening Prepay Customers                   1,360.7                1,384.8                      1,420.0                  1,513.4      1,566.9       
 Net prepay customer disconnects            (32.1)                 (24.1)                       (35.2)                   (93.4)       (53.5)        
 Closing Prepay Customers                   1,328.6                1,360.7                      1,384.8                  1,420.0      1,513.4       
                                                                                                                                                    
 Total Closing Customers (2)                3,037.5                3,031.6                      3,026.7                  3,008.0      3,037.3       
                                                                                                                                                    
 Mobile Revenue                                                                                                                                     
 Contract service revenue (millions) (3)    £ 102.3                £ 100.6                      £ 99.6                   £ 98.7       £ 97.6        
 Prepay service revenue (millions) (3)      34.9                   33.2                         34.9                     36.4         41.4          
 Equipment revenue (millions)               5.9                    3.0                          1.9                      3.4          3.2           
                                            £ 143.1                £ 136.8                      £ 136.4                  £ 138.5      £ 142.2       
                                                                                                                                                    
 Mobile ARPU (4)                            £ 15.13                £ 14.72                      £ 14.86                  £ 14.96      £ 15.46       
 ARPU calculation:                                                                                                                                  
 Service revenue (millions)                 £ 137.2                £ 133.8                      £ 134.5                  £ 135.1      £ 138.9       
 Average customers                          3,023.6                3,030.8                      3,017.1                  3,009.7      2,995.5       
                                                                                                                                                    


 (1)    Contract customers represents the number of contracts relating to either a mobile service or a mobile broadband contract.                                                 
 (2)    Mobile customer information is for active customers. Prepay customers are defined as active customers if they have made an outbound call or text in the preceding 30 days. 
        Contract customers are defined as active customers if they have entered into a contract with Virgin Mobile for a minimum 30-day period and have not been disconnected.    
 (3)    The amount previously reported for contract service revenue has been increased by £1.4m for the three months ended September 30, 2012 to reflect credits applied to prepay 
        customer accounts that had been reported against contract service revenue. Amounts reported for contract service revenue have been reduced by £1.2m for the three months  
        ended March 31, 2012 and by £2.1m for the three months ended June 30, 2012, to reflect credits applied to contract customer accounts that had been reported against prepay 
        service revenue. A corresponding decrease or increase has been included in prepay service revenue for each of these periods.                                              
 (4)    Mobile ARPU is calculated on a quarterly basis by dividing service revenue (contract and prepay) for the period by the average number of active customers (contract and   
        prepay) for the period, divided by three. The average number of customers is calculated by adding the number of customers at the start of the quarter and at the end of   
        each month of the quarter and dividing by four.                                                                                                                           
                                                                                                                                                                                  


D)FREE CASH FLOW CALCULATION 
(in £ millions) (unaudited) 

FCF is defined as OCF reduced by purchase of fixed and intangible assets, as
reported in our statements of cash flows, and net interest expense, as reported
in our statements of operations. See Appendix F for a discussion of the use of
FCF as a non-GAAP financial measure and the reconciliation of FCF to GAAP net
cash provided by operating activities.

                                                        Three months ended                                                                      
                                                        December 31,      September 30,          June 30,          March 31,      December 31,  
                                                        2012              2012                   2012              2012           2011          
                                                                                                                                                
 Operating income before depreciation, amortization,                                                                                            
 goodwill and intangible asset impairments and                                                                                                  
 restructuring and other charges (OCF)                  £ 442.2           £ 422.7                £ 412.1           £ 376.5        £ 423.7       
 Purchase of fixed and intangible assets                (210.8)           (202.7)                (185.6)           (184.1)        (177.4)       
 Interest expense (net) (1)                             (93.8)            (100.0)                (98.1)            (105.3)        (106.7)       
                                                                                                                                                
 Free Cash Flow (FCF)                                   £ 137.6           £ 120.0                £ 128.4           £ 87.1         £ 139.6       
                                                                                                                                                


 (1)    For the three months ended June 30, 2012, interest expense (net) is shown exclusive of the reversal of a contingent liability of £5.5m which expired during the quarter and is included in interest income and other, net, in the condensed consolidated statements of comprehensive income.  
                                                                                                                                                                                                                                                                                                      


E1)FIXED ASSET ADDITIONS (ACCRUAL BASIS) 
(in £ millions) (unaudited) 

Virgin Media is not a member of NCTA (National Cable Telecommunications
Association) and is providing this information solely for comparative purposes.
See Appendix F for a discussion of the use of Fixed Asset Additions (Accrual
Basis) as a non-GAAP financial measure and the reconciliation of Fixed Asset
Additions (Accrual Basis) to GAAP purchase of fixed and intangible assets.

                                                   Three months ended                                                                                 
                                                   December 31,      September 30,      June 30,               March 31,                December 31,  
                                                   2012              2012               2012                   2012                     2011          
                                                                                                                                                      
 NCTA Fixed Asset Additions                                                                                                                           
 Customer premises equipment (CPE)                 £ 77.3            £ 84.3                       £ 88.9                   £ 96.2       £ 108.3       
 Scaleable infrastructure                          60.0              51.5                         76.2                     62.9         56.6          
 Commercial                                        29.9              38.5                         36.9                     41.7         32.9          
 Line extensions                                   2.2               1.2                          2.5                      2.5          3.7           
 Upgrade/rebuild                                   8.0               8.6                          9.7                      7.3          7.9           
 Support capital                                   30.1              18.0                         23.0                     21.5         17.0          
 Total NCTA Fixed Asset Additions                  207.5             202.1                        237.2                    232.1        226.4         
 Non NCTA Fixed Asset Additions                    1.2               1.1                          1.2                      1.0          0.6           
 Total Fixed Asset Additions (Accrual Basis)       208.7             203.2                        238.4                    233.1        227.0         
                                                                                                                                                      
 Fixed assets acquired under capital leases (1)    (10.6)            (24.7)                       (30.1)                   (23.5)       (61.2)        
 Changes in liabilities related to:                                                                                                                   
 Fixed Asset Additions (Accrual Basis)             12.7              24.2                         (22.7)                   (25.5)       11.6          
 Total Purchase of Fixed and Intangible Assets     £ 210.8           £ 202.7                      £ 185.6                  £ 184.1      £ 177.4       
                                                                                                                                                      
 Comprising:                                                                                                                                          
 Purchase of Fixed Assets                          210.8             202.7                        185.6                    184.1        177.4         
 Purchase of Intangible Assets                     -                 -                            -                        -            -             
                                                   £ 210.8           £ 202.7                      £ 185.6                  £ 184.1      £ 177.4       
                                                                                                                                                      


 (1)    CPE and Fixed assets acquired under capital leases for the three months ended December 31, 2011 includes £55.5 million in relation to TiVo set-top boxes installed prior to the fourth quarter that were converted from operating leases to capital leases. See Appendix E2) Capital Lease Activity.  
                                                                                                                                                                                                                                                                                                              


 E2) CAPITAL LEASE ACTIVITY                                                                                                                     
 (in £ millions) (unaudited)                                                                                                                    
                                                                                                                                                
                                             Three months ended                                                                                 
                                             December 31,      September 30,      June 30,               March 31,                December 31,  
                                             2012              2012               2012                   2012                     2011          
                                                                                                                                                
 Opening capital lease liability             £ 244.2           £ 241.0                      £ 260.2                  £ 258.0      £ 213.3       
 Additions                                   10.6              24.7                         30.1                     23.5         5.7           
 TiVo operating lease conversion             -                 -                            -                        -            55.5          
 Principal payments on capital leases        (25.8)            (21.5)                       (28.8)                   (21.3)       (16.5)        
 Lease termination (1)                       -                 -                            (20.5)                   -            -             
 Closing capital lease liability             £ 229.0           £ 244.2                      £ 241.0                  £ 260.2      £ 258.0       
                                                                                                                                                
 Interest expense on capital leases          £ 3.5             £ 3.6                        £ 4.5                    £ 4.4        £ 4.0         
                                                                                                                                                


 (1)    During the three months ended June 30, 2012, we terminated certain capital leases for assets we longer need, resulting in a non-cash reduction of our capital lease liability and derecognition of the related assets.  
                                                                                                                                                                                                                                


F)USE OF NON-GAAP FINANCIAL MEASURES AND RECONCILIATIONS TO GAAP

Virgin Media uses certain financial measures with a view to providing investors
with a better understanding of the operating results and underlying trends to
measure past and future performance and liquidity. These measures which are not
calculated and presented in accordance with U.S. generally accepted accounting
principles ("GAAP") are defined as follows:

* OCF is operating income before depreciation, amortization, goodwill and
intangible asset impairments and restructuring and other charges.

* Free Cash Flow (FCF) is OCF reduced by purchase of fixed and intangible
assets, as reported in our statements of cash flows, and net interest expense,
as reported in our statements of operations. Our definition of FCF excludes the
impact of working capital fluctuations and restructuring costs. 
* Fixed Asset Additions (Accrual Basis) is the purchase of fixed and intangible
assets as measured on an accrual basis, excluding asset retirement obligation
related assets. 
* Net debt is long term debt inclusive of current portion, less cash and cash
equivalents.

We also use non-GAAP measures in the calculation of certain ratios, such as Net
debt/annualized OCF and Net debt/last twelve months OCF on both an as reported
and unhedged basis. Net debt/annualized OCFis net debt divided by the last
quarter of OCF multiplied by four. Net debt/last twelve months OCF is net debt
divided by the last twelve months of OCF. 

Our management considers OCF is an important indicator of our operational
strength and performance during the relevant periods. This measure excludes the
impact of costs and expenses that do not directly affect our cash flows. Other
charges, including restructuring charges, are also excluded from this measure as
management believes they are not characteristic of our underlying business
operations. Our management considers FCF as a helpful measure in assessing our
liquidity and prospects for the future. We believe FCF is useful to investors as
a basis for comparing our performance and coverage ratios and is an additional
way of viewing aspects of our operations that provide a more complete
understanding of factors and trends affecting our business. Our management
considers Fixed Asset Additions (Accrual Basis) an important component in
evaluating our liquidity and financial condition since purchases of fixed assets
are a necessary component of ongoing operations. Our management considers net
debt is a measure that is helpful for understanding our debt funding obligations
and that net debt/annualized OCF and net debt/last twelve months OCF are helpful
in understanding and analyzing our level of indebtedness in relation to our
capital structure and earnings capabilities. 

Some of the significant limitations associated with the use of OCF as compared
to operating income are that OCF does not consider the amount of required
reinvestment in depreciable fixed assets and ignores the impact on our results
of operations of items that management believes are not characteristic of our
underlying business operations. FCF should not be understood to represent our
ability to fund discretionary amounts, as we have various contractual
obligations which are not deducted to arrive at FCF. We compensate for this
limitation by separately measuring and forecasting working capital. The
significant limitations associated with the use of Fixed Asset Additions
(Accrual Basis) as compared to purchase of fixed and intangible assets is that
Fixed Asset Additions (Accrual Basis) excludes timing differences from payments
of liabilities, including finance leases, related to purchase of fixed and
intangible assets. We exclude these amounts from Fixed Asset Additions (Accrual
Basis) because timing differences from payments of liabilities, including the
use of finance leases, are more related to the cash management treasury function
than to our management of fixed asset purchases for long term operational
performance and liquidity. The significant limitation associated with the use of
net debt as compared to long term debt, net of current portion, is that net debt
includes the current portion of long term debt. This measure also assumes that
all of the cash and cash equivalents are available to service debt. 

OCF is most directly comparable to the GAAP financial measure operating income.
FCF is most directly comparable to the GAAP financial measure net cash provided
by operating activities. Fixed Asset Additions (Accrual Basis) is most directly
comparable to the GAAP financial measure purchase of fixed and intangible
assets, as reported in our statements of cash flows. Since these measures are
not calculated in accordance with GAAP, they should not be considered as
substitutes for operating income, net cash provided by operating activities and
purchase of fixed and intangible assets, respectively. Net debt is most directly
comparable to the GAAP financial measure long term debt (net of current
portion). Because non-GAAP financial measures are not standardized, it may not
be possible to compare our OCF, FCF, Fixed Asset Additions (Accrual Basis) or
Net debt with other companies` non-GAAP financial measures that have the same or
similar names. 

The presentation of this supplemental information is not meant to be considered
in isolation or as a substitute for other measures of financial performance
reported in accordance with GAAP. These non-GAAP financial measures reflect an
additional way of viewing aspects of our operations that, when viewed with our
GAAP results and the accompanying reconciliations to corresponding GAAP
financial measures, provide a more complete understanding of factors and trends
affecting our business. We encourage investors to review our financial
statements and publicly-filed reports in their entirety and to not rely on any
single financial measure. 

The following tables present the reconciliations of OCF, FCF and Fixed Asset
Additions (Accrual Basis) and Net debt to their nearest measure of financial
performance in accordance with GAAP, and the calculations of Net debt/Annualized
OCF and Net debt/Last Twelve Months OCF. 

Reconciliations of operating income before depreciation, amortization, goodwill
and intangible asset 
impairments and restructuring and other charges (OCF) to GAAP operating income 
(in £ millions) (unaudited)

                                                  Year Ended      Three months ended                                                         
                                                  December 31,    December 31,       September 30,            June 30,            March 31,  
                                                  2012            2012               2012                     2012                2012       
                                                                                                                                             
 Operating income before depreciation,                                                                                                       
 amortization, goodwill and intangible asset                                                                                                 
 impairments and restructuring and other                                                                                                     
 charges (OCF)                                    £ 1,653.5       £ 442.2            £ 422.7                  £ 412.1             £ 376.5    
                                                                                                                                             
 Reconciling items                                                                                                                           
 Depreciation and amortization                    (951.7)         (235.0)            (243.5)                  (233.0)             (240.2)    
 Restructuring and other charges                  (2.7)           1.4                0.8                      0.5                 (5.4)      
 Operating income                                 £ 699.1         £ 208.6            £ 180.0                  £ 179.6             £ 130.9    
                                                                                                                                             
                                                                                                                                             
                                                  Year ended      Three months ended                                                         
                                                  December 31,    December 31,       September 30,            June 30,            March 31,  
                                                  2011            2011               2011                     2011                2011       
                                                                                                                                             
 Operating income before depreciation,                                                                                                       
 amortization, goodwill and intangible asset                                                                                                 
 impairments and restructuring and other                                                                                                     
 charges (OCF)                                    £ 1,590.2       £ 423.7            £ 398.3                  £ 392.1             £ 376.1    
                                                                                                                                             
 Reconciling items                                                                                                                           
 Depreciation and amortization                    (1,041.6)       (256.7)            (263.7)                  (258.3)             (262.9)    
 Restructuring and other charges                  (8.4)           (0.7)              (6.2)                    1.1                 (2.6)      
 Operating income                                 £ 540.2         £ 166.3            £ 128.4                  £ 134.9             £ 110.6    
                                                                                                                                             


 Reconciliations of Free Cash Flow (FCF) to GAAP net cash provided by operating activities                                                         
 (in £ millions) (unaudited)                                                                                                                       
                                                                                                                                                   
                                                Three months ended                                                                                 
                                                Dceember 31,      September 30,      June 30,               March 31,                December 31,  
                                                2012              2012               2012                   2012                     2011          
                                                                                                                                                   
 Free Cash Flow (FCF)                           £ 137.6           £ 120.0                      £ 128.4                  £ 87.1       £ 139.6       
                                                                                                                                                   
 Reconciling items (see Note below):                                                                                                               
 Purchase of fixed and intangible assets        210.8             202.7                        185.6                    184.1        177.4         
 Changes in operating assets and liabilities    16.9              9.4                          (71.7)                   (25.3)       5.2           
 Non-cash compensation                          3.8               3.4                          6.1                      7.6          5.3           
 Non-cash interest                              (30.2)            32.0                         (20.3)                   17.9         (3.6)         
 Share of net income of affiliates              -                 -                            -                        -            -             
 Realized foreign exchange (losses) gains       (0.9)             (0.1)                        (1.4)                    (5.1)        (2.6)         
 Realized losses on derivatives                 (3.1)             (4.4)                        (3.0)                    (2.0)        (27.0)        
 Restructuring and other charges                1.4               0.8                          0.5                      (5.4)        (0.7)         
 Income taxes                                   (0.2)             0.7                          1.3                      1.3          (0.9)         
 Debt redemption premium cost                   (104.0)           -                            -                        (48.1)       -             
 Other (1)                                      -                 -                            5.5                      -            1.7           
 Net cash provided by                                                                                                                              
 operating activities                           £ 232.1           £ 364.5                      £ 231.0                  £ 212.1      £ 294.4       
                                                                                                                                                   


 (1)    For the three months ended June 30, 2012, the reversal of a contingent liability of £5.5m is included in other, which is included within Interest income and other, net, in the condensed consolidated statement of comprehensive income.  
                                                                                                                                                                                                                                                   


 Reconciliation of Fixed Asset Additions (Accrual Basis) to GAAP purchase of fixed and intangible assets                                              
 (in £ millions) (unaudited)                                                                                                                          
                                                                                                                                                      
                                                   Three months ended                                                                                 
                                                   December 31,      September 30,      June 30,               March 31,                December 31,  
                                                   2012              2012               2012                   2012                     2011          
                                                                                                                                                      
                                                                                                                                                      
 Fixed Asset Additions (Accrual Basis)             £ 208.7           £ 203.2                      £ 238.4                  £ 233.1      £ 227.0       
                                                                                                                                                      
 Fixed assets acquired under capital leases        (10.6)            (24.7)                       (30.1)                   (23.5)       (61.2)        
 Changes in liabilities related to fixed                                                                                                              
 asset additions                                   12.7              24.2                         (22.7)                   (25.5)       11.6          
 Total Purchase of Fixed and                                                                                                                          
 Intangible Assets                                 £ 210.8           £ 202.7                      £ 185.6                  £ 184.1      £ 177.4       
 Comprising:                                                                                                                                          
 Purchase of fixed assets                          210.8             202.7                        185.6                    184.1        177.4         
 Purchase of intangible assets                     -                 -                            -                        -            -             
                                                   £ 210.8           £ 202.7                      £ 185.6                  £ 184.1      £ 177.4       
                                                                                                                                                      


 Reconciliation of gross debt (including current portion) to net debt, and calculations of net debt                                         
  (as reported and hedged) to last twelve months OCF                                                                                        
 (in £ millions, except net debt / last twelve months OCF) (unaudited)                                                                      
                                                                                                                                            
                                                  As reported          At hedged rates          As reported          At hedged rates        
                                                  December 31, 2012    December 31, 2012 (1)    December 31, 2011    December 31, 2011 (1)  
 Bank Debt                                                                                                                                  
 Sterling denominated                             £ 750.0              £ 750.0                  £ 750.0              £ 750.0                
 Sterling denominated -                           0.0                  0.0                      0.0                  0.0                    
 revolving facility (utilised portion)                                                                                                      
                                                                                                                                            
 Senior Notes                                                                                                                               
 $1,350m senior notes due 2016 (2)                0.0                  0.0                      849.2                835.9                  
 €180m senior notes due 2016 (3)                  0.0                  0.0                      145.3                158.6                  
 $507m/$600m senior notes due 2019 (4)            309.3                306.7                    380.6                362.9                  
 £253m/£350m senior notes due 2019 (5)            250.3                253.5                    345.2                350.0                  
 $500m senior notes due 2022 (6)                  308.9                313.6                    -                    -                      
 $900m senior notes due 2022 (7)                  555.9                560.0                    -                    -                      
 £400m senior notes due 2022 (8)                  400.0                400.0                    -                    -                      
 £875m senior secured notes due 2018 (9)          865.9                875.0                    864.4                875.0                  
 $1,000m senior secured notes due 2018 (10)       611.2                615.7                    635.4                615.7                  
 $500m senior secured notes due 2021 (11)         350.5                308.9                    353.1                308.9                  
 £650m senior secured notes due 2021 (12)         754.1                650.0                    722.4                650.0                  
                                                                                                                                            
 Convertible Notes                                                                                                                          
 $1,000 convertible senior notes due 2016 (13)    544.0                544.0                    551.1                551.1                  
                                                                                                                                            
 Capital Leases / Other                           229.0                229.0                    258.4                258.4                  
                                                                                                                                            
 Gross debt (including current portion) (14)      5,929.1              5,806.4                  5,855.1              5,716.5                
                                                                                                                                            
 Cash and cash equivalents                        (206.3)              (206.3)                  (300.4)              (300.4)                
                                                                                                                                            
 Net debt                                         £ 5,722.8            £ 5,600.1                £ 5,554.7            £ 5,416.1              
                                                                                                                                            
 Last twelve months OCF (15)                      £ 1,653.5            £ 1,653.5                £ 1,590.2            £ 1,590.2              
 Net debt / last twelve months OCF                3.5                  3.4                      3.5                  3.4                    
                                                                                                                                            


 (1)     Certain of the derivatives described below do not qualify in hedge accounting relationships under US GAAP. The hedged rate is defined as the amount in GBP we would repay at maturity relating to debt obligations, net of any payments or receipts on related derivative instruments.         
 (2)     Face value of $1,350m hedged at $1.6149 to August 2016 at December 31, 2011. $500m were repurchased on March 28, 2012. $850m were repurchased on October 31, 2012 and November 30, 2012.                                                                                                       
 (3)     Face value of €180m hedged to August 2016 at €1.1351. €180m were repurchased on October 31, 2012 and November 30, 2012.                                                                                                                                                                        
 (4)     Face value of $500m and $600m hedged at $1.6539 and $1.6535 to October 2019, at December 31, 2012, and December 31, 2011, respectively. $92.9m were repurchased on November 9, 2012.                                                                                                           
 (5)     Face value of £253.5m and £350m at December 31, 2012 and December 31, 2011, respectively. £96.5m were repurchased on November 9, 2012.                                                                                                                                                         
 (6)     Face value of $500m hedged to February 2022 at $1.5945.                                                                                                                                                                                                                                        
 (7)     Face value of $900m hedged to February 2022 at $1.6070.                                                                                                                                                                                                                                        
 (8)     Face value of £400m.                                                                                                                                                                                                                                                                           
 (9)     Face value £875m.                                                                                                                                                                                                                                                                              
 (10)    Face value of $1,000m hedged to January 2018 at $1.6242.                                                                                                                                                                                                                                       
 (11)    The carrying value of the $500m 5.25% senior secured notes due 2021 has been increased by £42.9m and £45.7m as at December 31, 2012 and December 31, 2011 respectively, as a result of the application of fair value hedge accounting. Face value of $500m hedged to January 2021 at $1.6185.  
 (12)    The carrying value of the £650m 5.50% senior secured notes due 2021 has been increased by £109.1m and £78.2m as at December 31, 2012 and December 31, 2011 respectively, as a result of the application of fair value hedge accounting. Face value of £650m.                                   
 (13)    Face value of $1,000m. Principal unhedged. Shown at GAAP net carrying value (principal after the unamortized discount of equity component).                                                                                                                                                    
 (14)    The carrying value of gross debt is comprised of long term debt, net of current portion and the current portion of long term debt.                                                                                                                                                             
 (15)    See Appendix F for a reconciliation of operating income before depreciation, amortization, goodwill and intangible asset impairments and restructuring and other charges (OCF) to GAAP operating income for the three months and last twelve months ended December 31, 2012 and 2011.          
                                                                                                                                                                                                                                                                                                        


Virgin Media Inc.
Investor Relations:
Richard Williams: +44 (0)1256 753037
richard.williams@virginmedia.co.uk
Phil Rudman: +44 (0)1256 752677
phil.rudman@virginmedia.co.uk
or
Media:
Gareth Mead: +44 (0) 20 7909 3289
gareth.mead@virginmedia.co.uk
Tavistock
Matt Ridsdale: +44 (0) 20 7920 3150
mridsdale@tavistock.co.uk
Lulu Bridges: +44 (0) 20 7920 3150
lbridges@tavistock.co.uk

Copyright Business Wire 2013